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Exhibit 23(d)10
Overseas Equity/Global Bond
AMENDMENT NUMBER ONE
TO
SUB-INVESTMENT MANAGEMENT AGREEMENT
AMONG
▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE SERIES TRUST I
▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY
AND
CAPITAL GUARDIAN TRUST COMPANY
This Amendment Number One ("Amendment") is made as of May 1, 2003 by and among
▇▇▇▇ ▇▇▇▇▇▇▇ Variable Series Trust I (the "Series"), Capital Guardian Trust
Company ("Advisers"), and ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company, a Massachusetts
corporation formerly known as "▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance Company"
("JHLICO").
RECITALS
A. Series, Advisers and JHLICO are parties to that certain Sub-Investment
Management Agreement among ▇▇▇▇ ▇▇▇▇▇▇▇ Variable Series Trust I, ▇▇▇▇
▇▇▇▇▇▇▇ Life Insurance and Capital Guardian Trust Company dated as of
November 1, 2000, (the "Agreement") wherein Advisers was appointed as
sub-investment manager of the Small Cap Equity Fund, the Global
Balanced Fund and the Global Bond Fund (each a "Portfolio" or "Subject
Fund).
B. Advisers' appointment as a sub-investment manager of the Small Cap
Equity Fund terminated following the close of business on April 30,
2003.
C. The parties hereto desire to amend the terms of the Agreement in
accordance with Rule 12d3-1 under the Investment Company Act of 1940
pursuant to the terms of this Amendment.
AMENDMENT
Now, therefore, for good and valuable consideration, receipt whereof
is hereby acknowledged, the parties hereby agree as follows:
1. Recitals A, B and C are incorporated herein and made a part hereof.
2. As of the date hereof, the Small Cap Equity Fund is not a "Subject
Fund."
3. For all purposes of the Agreement, the Small Cap Equity the name of
the Subject Fund designated as the "Global Balanced Fund" is changed
to the "Overseas Equity Fund".
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4. The following paragraph is added to Section 10. "AVOIDANCE OF
INCONSISTENT POSITION":
Capital Guardian Trust Company will not consult with any other
sub-manager to a Subject Fund or to any other Portfolio of the Series
concerning transactions of any Subject Fund in securities or other
assets, except as such consultations may be reasonably necessary in
order to ensure compliance with paragraphs (a) and (b) of Rule 12d3-1
under the ▇▇▇▇ ▇▇▇.
5. Schedule I "FEES" is hereby restated in its entirety to read as
follows:
SCHEDULE I
FEES
(As of May 1, 2003)
Current Net Assets Under Management Sub-Advisory Fee
----------------------------------- ----------------
For the Overseas Equity Fund:
On the first $150 million 65 basis points (0.65%) per annum
On the next $150 million 55 basis points (0.55%) per annum
On the next $200 million 45 basis points (0.45%) per annum
On amounts over $500 million 40 basis points (0.40%) per annum
For the Global Bond Fund:
On the first $150 million 40 basis points (0.40%) per annum
On the next $150 million 35 basis points (0.35%) per annum
On the next $200 million 30 basis points (0.30%) per annum
On amounts over $500 million 25 basis points (0.25%) per annum
6. This Amendment may be executed in two or more counterparts which
together shall constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day first set forth above.
▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE SERIES TRUST I
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Title: President and CEO
▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and Chief Investment Strategist
CAPITAL GUARDIAN TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
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