EXHIBIT 99.(d)(1)(c)
MANUFACTURERS INVESTMENT TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this ____ day of ______, 2003, to the Amended and
Restated Advisory Agreement dated January 1, 1996, as amended and restated May
1, 1999, as amended, and between Manufacturers Investment Trust, a Massachusetts
business trust (the "Trust") and Manufacturers Securities Services, LLC, a
Delaware limited liability company ("MSS" or the "Adviser"). In consideration of
the mutual covenants contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Appendix A to this Agreement is revised to reflect the addition of new
portfolios (the "Portfolios") as set forth in Appendix A to this Amendment and
to decrease the advisory fee for the All Cap Value Trust.
2. EFFECTIVE DATE
This Amendment shall become effective with respect to each Portfolio on
the later of:
(i) the date of its execution,
(ii) approval by the Board of Trustees of the Trust of this Amendment, and
(iii) if applicable, the date of the meeting of shareholders (or sole
shareholder, if applicable) of the Portfolio called for the purpose of
voting on this Amendment, at which meeting this Amendment shall have
been approved by the vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act of 1940, as
amended) of the Portfolio.
MANUFACTURERS INVESTMENT TRUST
By: ___________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
MANUFACTURERS SECURITIES SERVICES, LLC
By: The Manufacturers Life Insurance Company (U.S.A.), its managing member
By: ___________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III, President
APPENDIX A
NEW PORTFOLIOS
BETWEEN
BETWEEN $200 MILLION BETWEEN
FIRST $50 MILLION AND AND $500 $500 MILLION EXCESS OVER
PORTFOLIO $50 MILLION $200 MILLION MILLION AND $1 BILLION $1 BILLION
-------------------------------- ----------- --------------- ------------ ------------------ ----------
Natural Resources Trust........ 0.950% 0.900% 0.900% 0.900% 0.900%
Real Return BondTrust.......... 0.600% 0.600% 0.600% 0.600% 0.600%
Special ValueTrust............. 0.900% 0.900% 0.900% 0.850% 0.850%
Small Cap OpportunitiesTrust... 0.900%% 0.900% 0.900% 0.850% 0.850%
Emerging Growth Trust 0.700% 0.700% 0.700% 0.700% 0.700%
Quantitative All Cap Trust 0.650% 0.600% 0.600% 0.600% 0.600%
BETWEEN
BETWEEN $50 MILLION BETWEEN
FIRST $10 MILLION AND AND $200 $200 MILLION EXCESS OVER
PORTFOLIO $10 MILLION $50 MILLION MILLION AND $500 MILLION $500 MILLION
--------- ----------- --------------- ------------ ---------------------------
Mid Cap Core Trust............. 0.850% 0.800% 0.775% 0.750% 0.725%
BETWEEN
BETWEEN $300 MILLION
FIRST $100 MILLION AND AND $500 EXCESS OVER
PORTFOLIO $100 MILLION $300 MILLION MILLION $500 MILLION
--------- ------------ ---------------- ------------ ------------
Large Cap Value Trust.......... 0.750% 0.750% 0.725% 0.700%
ALL CAP VALUE TRUST
BETWEEN
FIRST $250 MILLION AND EXCESS OVER
PORTFOLIO $250 MILLION $500 MILLION $500 MILLION
--------- ------------ ---------------- ------------
All Cap Value Trust............ 0.750% 0.700% 0.650%
The Percentage Fee for each Portfolio shall be paid daily to the
Adviser. The daily fee will be computed by multiplying the fraction of one over
the number of calendar days in the year by the applicable annual rate described
in the preceding paragraph, and multiplying this product by the net assets of
the Portfolio as determined in accordance with the Trust's prospectus and
statement of additional information as of the close of business on the previous
business day on which the Trust was open for business.
