First Amendment to Investment Advisor Agreement between State Street Bank and Trust Company and JPMorgan Fleming Asset Management (London) Limited

Summary

This amendment, effective April 3, 2003, modifies the Investment Advisor Agreement between State Street Bank and Trust Company and JPMorgan Fleming Asset Management (London) Limited. The amendment changes the indemnification section, clarifying that the Advisor will indemnify the Trustee for losses, damages, or expenses resulting from the Advisor's actions or information, except where the Advisor has acted with reasonable care and in accordance with the agreement. All other terms of the original agreement remain unchanged.

EX-10.21.1 7 dex10211.txt FIRST AMENDMENT TO THE INVESTMENT AGREEMENT BETWEEN STATE STREET & J.P. MORGAN Exhibit 10.21.1 FIRST AMENDMENT TO THE INVESTMENT --------------------------------- ADVISOR AGREEMENT ----------------- This Amendment ("Amendment") effective as of April 3, 2003 by and between STATE STREET BANK AND TRUST COMPANY, a trust company organized under the laws of the Commonwealth of Massachusetts ("State Street") and JPMorgan Fleming Asset Management (London) Limited (the "Advisor"). WHEREAS, Advisor has entered into an Investment Advisor Agreement with State Street, dated as of April 2, 2003, (the "Agreement") a copy of which is attached hereto and incorporated herein by this reference; and WHEREAS, Section 12 of the Agreement provides that, and amendment must be a signed writing between both State Street and Advisor; NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, Section 6 Liability of the Advisor; Indemnification (ii) Indemnification of the Trustee shall be amended as follows to strike the word "direct" so that the section reads as follows: (ii) Indemnification of the Trustee. To the extent permitted by applicable law, the Advisor agrees to indemnify and hold harmless the Trustee for any losses, damages or expenses resulting from (A) any recommendation of the Advisor or based on information provided by the Advisor, (B) the Advisor's failure to provide correct and timely information or to make recommendations on a timely basis as provided in the Agreement, and (C) any disclosure relating to the Advisor or the services provided by the Advisor with respect to the Subaccount which the Advisor has prepared, approved in writing or has not disapproved within five (5) business days following transmission by facsimile, acceptable electronic transmission or overnight mail to a person designated by the Advisor to review such disclosure; provided, however, that the Advisor shall not be required to indemnify and hold harmless the Trustee to the extent that such losses, damages or expenses result from an act or omission of the Advisor with respect to which the Advisor not only has used such care, skill, prudence and diligence as a reasonably prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims, but also has otherwise acted in accordance with this Agreement. Except as provided herein, the terms and conditions contained in the Agreement, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date set forth above. STATE STREET BANK AND JPMORGAN FLEMING TRUST COMPANY ASSET MANAGEMENT (LONDON) LIMITED By:____________________ By:____________________ Name:__________________ Name:__________________ Title:_________________ Title:_________________ Date:__________________ Date:__________________ 2