▇▇▇▇ ▇▇▇▇▇▇▇ TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this 28th day of April, 2006, to the Amended and Restated
Advisory Agreement dated January 1, 1996, as amended and restated May 1, 1999,
as amended, between ▇▇▇▇ ▇▇▇▇▇▇▇ Trust (formerly, Manufacturers Investment
Trust), a Massachusetts business trust (the "Trust") and ▇▇▇▇ ▇▇▇▇▇▇▇ Investment
Management Services, LLC (formerly, 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 changes to the advisory
fees of the
U.S. Government Securities Trust
Strategic Bond Trust
High Yield Trust
International Opportunities Trust
All Cap Growth Trust
Capital Appreciation Trust
Emerging Small Company Trust
as noted in the Amendment.
Appendix A to this Agreement is revised to add the advisory fees of the
following portfolios:
International Small Company Trust
Mid Cap Value Equity Trust
Absolute Return Trust
Real Estate Equity Trust
Global Real Estate Trust
High Income Trust
2. EFFECTIVE DATE
This Amendment shall become effective with respect to each portfolio set
forth above (individually, the "Portfolio") on the later of:
the date of its execution, 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.
▇▇▇▇ ▇▇▇▇▇▇▇ TRUST ▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT
SERVICES, LLC
by: ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
(U.S.A.), Managing Member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
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APPENDIX A
The Adviser shall serve as investment adviser for each Portfolio of the
Trust listed below. The Trust will pay the Adviser, as full compensation for all
services provided under this Agreement with respect to each Portfolio, the fee
computed separately for such Portfolio at an annual rate as follows (the
"Adviser Fee").
The term Aggregate Net Assets in the chart below includes the net assets of
a Portfolio of the Trust. It also includes with respect to certain Portfolios as
indicated in the chart the net assets of one or more other portfolios, but in
each case only for the period during which the subadviser for the Portfolio also
serves as the subadviser for the other portfolio(s) and only with respect to the
net assets of such other portfolio(s) that are managed by the subadviser.
For purposes of determining Aggregate Net Assets and calculating the
Adviser Fee, the net assets of the Portfolio and each other portfolio of the
Trust are determined as of the close of business on the previous business day of
the Trust, and the net assets of each portfolio of each other fund are
determined as of the close of business on the previous business day of that
fund.
The Adviser Fee for a Portfolio shall be based on the applicable annual fee
rate for the Portfolio which for each day shall be equal to (i) the sum of the
amounts determined by applying the annual percentage rates in the table to the
applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets
(the "Applicable Annual Fee Rate"). The Adviser Fee for each Portfolio shall be
accrued and paid daily to the Adviser for each calendar day. The daily fee
accruals will be computed by multiplying the fraction of one over the number of
calendar days in the year by the Applicable Annual Fee Rate, and multiplying
this product by the net assets of the Portfolio. Fees shall be paid either by
wire transfer or check, as directed by the Adviser.
If, with respect to any Portfolio, this Agreement becomes effective or
terminates, or if the manner of determining the Applicable Annual Fee Rate
changes, before the end of any month, the fee (if any) for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination or from the beginning of such month to the date such
change, as the case may be, shall be prorated according to the proportion which
such period bears to the full month in which such effectiveness or termination
or change occurs.
CHANGES TO THE ADVISORY FEES OF EXISTING PORTFOLIOS
FIRST EXCESS OVER
$500 MILLION $500 MILLION
OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS*
--------- ------------ ------------
U.S. Government Securities(1)
Strategic Bond(2)
High Yield(3)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
U.S. Government Securities Trust, a series of the Trust, and the U.S.
Government Securities Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are
included.
(2) For purposes of determining Aggregate Net Assets, the net assets of: the
Strategic Bond Trust, a series of the Trust, and the Strategic Bond Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(3) For purposes of determining Aggregate Net Assets, the net assets of: the
High Yield Trust, a series of the Trust, and the High Yield Fund, a series
of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
A-1
BETWEEN
FIRST $750 MILLION EXCESS OVER
$750 MILLION AND $1.5 BILLION $1.5 BILLION
OF AGGREGATE OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS NET ASSETS NET ASSETS
--------- ------------ ---------------- ------------
International Opportunities Trust(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
International Opportunities Trust, a series of the Trust, and the
International Opportunities Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are
included.
BETWEEN
FIRST $500 MILLION EXCESS OVER
$500 MILLION AND $1 BILLION $1 BILLION
OF AGGREGATE OF AGGREGATE NET OF AGGREGATE
PORTFOLIO NET ASSETS ASSETS NET ASSETS
--------- ------------ ---------------- ------------
All Cap Growth Trust
BETWEEN BETWEEN
FIRST $300 MILLION $500 MILLION EXCESS OVER
$300 MILLION AND $500 MILLION AND $1 BILLION $1 BILLION
OF AGGREGATE OF AGGREGATE OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS NET ASSETS NET ASSETS NET ASSETS
--------- ------------ ---------------- -------------- ------------
Capital Appreciation Trust(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Capital Appreciation Trust, a series of the Trust, and the Capital
Appreciation Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
EXCESS OVER
FIRST $500 MILLION
$500 MILLION OF AGGREGATE
PORTFOLIO OF AGGREGATE NET ASSETS NET ASSETS
--------- ----------------------- ------------
Emerging Small Company Trust(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Emerging Small Company Trust, a series of the Trust, and the Emerging Small
Company Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
NEW PORTFOLIOS
FIRST EXCESS OVER
$100 MILLION $100 MILLION
OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS NET ASSETS
--------- ------------ -----------
International Small Company Trust(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
International Small Company Trust, a series of the Trust, and the
International Small Company Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are
included.
A-2
BETWEEN BETWEEN
FIRST $250 MILLION $500 MILLION EXCESS OVER
$250 MILLION AND $500 MILLION AND $1 BILLION $1 BILLION
OF AGGREGATE OF AGGREGATE OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS NET ASSETS NET ASSETS NET ASSETS
--------- ------------ ---------------- -------------- ------------
Mid Cap Value Equity Trust(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Mid Cap Value Equity Trust, a series of the Trust, and the Mid Cap Value
Equity Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
BETWEEN
FIRST $200 MILLION EXCESS OVER
$200 MILLION AND $500 MILLION $500 MILLION
OF AGGREGATE OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS NET ASSETS NET ASSETS
--------- ------------ ---------------- ------------
Absolute Return Trust(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Absolute Return Trust, a series of the Trust, and the Absolute Return Fund,
a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
BETWEEN
FIRST $250 MILLION EXCESS OVER
$250 MILLION AND $500 MILLION $500 MILLION
OF AGGREGATE OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS NET ASSETS NET ASSETS
--------- ------------ ---------------- ------------
Real Estate Equity Trust(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Real Estate Trust, a series of the Trust, and the Real Estate Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
BETWEEN
FIRST $500 MILLION EXCESS OVER
$500 MILLION AND $750 MILLION $750 MILLION
OF AGGREGATE OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS NET ASSETS NET ASSETS
--------- ------------ ---------------- ------------
Global Real Estate Trust(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Global Real Estate Trust, a series of the Trust, and the Global Real Estate
Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
BETWEEN BETWEEN
FIRST $150 MILLION $500 MILLION EXCESS OVER
$150 MILLION AND $500 MILLION AND $2.5 BILLION $2.5 BILLION
OF AGGREGATE OF AGGREGATE OF AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS NET ASSETS NET ASSETS NET ASSETS
--------- ------------ ---------------- ---------------- ------------
High Income Trust(1)
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
High Income Trust, a series of the Trust, and the High Income Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
A-3
