▇▇▇▇ ▇▇▇▇▇▇▇ TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT (the "Amendment") made this 14th day of October, 2005, 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 ("JHIMS" or the
"Adviser"). In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. CHANGES TO APPENDIX A
Appendix A to this Agreement is amended to reflect changes to the advisory fees
of portfolios of the Trust as noted in the Amendment and the addition of new
portfolios to the Trust as noted in the Amendment (collectively, the
"Portfolios").
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 the 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 the Amendment, at which meeting the 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
By: _____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT SERVICES, LLC
By: ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY (U.S.A.),
ITS MANAGING MEMBER
By: _____________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III, Chairman
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.
2
PORTFOLIOS WHERE NET ASSETS AGGREGATED WITH NET ASSETS OF OTHER PORTFOLIOS FOR
PURPOSES OF DETERMINING BREAKPOINTS
FIRST BETWEEN BETWEEN BETWEEN EXCESS
$50 $50 MILLION $200 MILLION $500 MILLION OVER
MILLION AND AND AND $1 BILLION
OF $200 MILLION OF $500 MILLION OF $1 BILLION OF OF
AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE NET AGGREGATE
PORTFOLIO NET ASSETS ASSETS ASSETS ASSETS NET ASSETS
-------------------------------------- ---------- --------------- --------------- ------------- ----------
All Cap Core(1)....................... 0.800% 0.800% 0.800% 0.750% 0.750%
Blue Chip Growth(2)................... 0.825% 0.825% 0.825% 0.825% 0.800%
Bond Index A(3)....................... 0.470% 0.470% 0.470% 0.470% 0.470%
Dynamic Growth(4)..................... 0.950% 0.950% 0.950% 0.900% 0.900%
Emerging Growth(5).................... 0.800% 0.800% 0.800% 0.800% 0.800%
Emerging Small Company(6)............. 1.000% 1.000% 1.000% 0.970% 0.950%
Equity-Income(7)...................... 0.825% 0.825% 0.825% 0.825% 0.800%
Global Allocation(8).................. 0.850% 0.850% 0.850% 0.800% 0.800%
High Yield(9)......................... 0.725% 0.725% 0.725% 0.650% 0.650%
(1) For purposes of determining Aggregate Net Assets, the net assets of: the All
Cap Core Trust, a series of the Trust, and the All Cap Core Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(2) For purposes of determining Aggregate Net Assets, the net assets of: the
Blue Chip Growth Trust, a series of the Trust, and the Blue Chip Growth Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(3) For purposes of determining Aggregate Net Assets, the net assets of: the
Bond Index Trust A, a series of the Trust, and the Bond Index Fund A, a series
of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(4) For purposes of determining Aggregate Net Assets, the net assets of: the
Dynamic Growth Trust, a series of the Trust, and the Dynamic Growth Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(5) For purposes of determining Aggregate Net Assets, the net assets of: the
Emerging Growth Trust, a series of the Trust, and the Emerging Growth Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(6) 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.
(7) For purposes of determining Aggregate Net Assets, the net assets of: the
Equity-Income Trust, a series of the Trust, and the Equity-Income Fund, a series
of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(8) For purposes of determining Aggregate Net Assets, the net assets of: the
Global Allocation Trust, a series of the Trust, and the Global Allocation Fund,
a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(9) 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.
FIRST BETWEEN BETWEEN BETWEEN EXCESS
$50 $50 MILLION $200 MILLION $500 MILLION OVER
MILLION AND AND AND $1 BILLION
OF $200 MILLION OF $500 MILLION OF $1 BILLION OF OF
AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE NET AGGREGATE
PORTFOLIO NET ASSETS ASSETS ASSETS ASSETS NET ASSETS
-------------------------------------- ---------- --------------- --------------- ------------- ----------
Health Sciences(1).................... 1.050% 1.050% 1.050% 1.000% 1.000%
International Small Cap(2)............ 1.050% 1.050% 0.950% 0.850% 0.850%
International Value(3)................ 0.950% 0.950% 0.850% 0.800% 0.800%
Investment Quality Bond(4)............ 0.600% 0.600% 0.600% 0.550% 0.550%
Mid Cap Stock(5)...................... 0.875% 0.875% 0.850% 0.825% 0.825%
Mid Cap Value(6)...................... 0.900% 0.900% 0.850% 0.825% 0.825%
Mid Value(7).......................... 1.050% 0.950% 0.950% 0.950% 0.950%
Money Market(8)....................... 0.500% 0.500% 0.500% 0.470% 0.470%
Natural Resources(9).................. 1.050% 1.000% 1.000% 1.000% 1.000%
Pacific Rim(10)....................... 0.800% 0.800% 0.800% 0.700% 0.700%
3
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Health Sciences Trust, a series of the Trust, and the Health Sciences Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(2) For purposes of determining Aggregate Net Assets, the net assets of: the
International Small Cap Trust, a series of the Trust, and the International
Small Cap Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(3) For purposes of determining Aggregate Net Assets, the net assets of: the
International Value Trust, a series of the Trust, the International Value Fund,
a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, the Global Trust, a series of the Trust and
the Global Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(4) For purposes of determining Aggregate Net Assets, the net assets of: the
Investment Quality Bond Trust, a series of the Trust, and the Investment Quality
Bond Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(5) For purposes of determining Aggregate Net Assets, the net assets of: the Mid
Cap Stock Trust, a series of the Trust, and the Mid Cap Stock Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(6) For purposes of determining Aggregate Net Assets, the net assets of: the Mid
Cap Value Trust, a series of the Trust, and the Mid Cap Value Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(7) For purposes of determining Aggregate Net Assets, the net assets of: the Mid
Value Trust, a series of the Trust, and the Mid Value Fund, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Funds II, are included.
(8) For purposes of determining Aggregate Net Assets, the net assets of: the
Money Market Trust, a series of the Trust, and the Money Market Fund, a series
of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(9) For purposes of determining Aggregate Net Assets, the net assets of: the
Natural Resources Trust, a series of the Trust, and the Natural Resources Fund,
a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(10) For purposes of determining Aggregate Net Assets, the net assets of: the
Pacific Rim Trust, a series of the Trust, and the Pacific Rim Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
FIRST BETWEEN BETWEEN BETWEEN EXCESS
$50 $50 MILLION $200 MILLION $500 MILLION OVER
MILLION AND AND AND $1 BILLION
OF $200 MILLION OF $500 MILLION OF $1 BILLION OF OF
AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE NET AGGREGATE
PORTFOLIO NET ASSETS ASSETS ASSETS ASSETS NET ASSETS
-------------------------------------- ---------- --------------- --------------- ------------- ----------
Quantitative All Cap(1)............... 0.750% 0.700% 0.700% 0.700% 0.700%
Quantitative Mid Cap(2)............... 0.750% 0.750% 0.650% 0.650% 0.650%
Real Estate Securities(3)............. 0.700% 0.700% 0.700% 0.700% 0.700%
Science & Technology(4)............... 1.050% 1.050% 1.050% 1.000% 1.000%
Small Cap(5).......................... 0.850% 0.850% 0.850% 0.850% 0.850%
Small Cap Opportunities(6)............ 1.000% 1.000% 1.000% 0.950% 0.950%
Small Company Value(7)................ 1.050% 1.050% 1.050% 1.000% 1.000%
Special Value(8)...................... 1.000% 1.000% 1.000% 0.950% 0.950%
Strategic Bond(9)..................... 0.725% 0.725% 0.725% 0.650% 0.650%
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Quantitative All Cap Trust, a series of the Trust, and the Quantitative All Cap
Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(2) For purposes of determining Aggregate Net Assets, the net assets of: the
Quantitative Mid Cap Trust, a series of the Trust, and the Quantitative Mid Cap
Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(3) For purposes of determining Aggregate Net Assets, the net assets of: the
Real Estate Securities Trust, a series of the Trust, and the Real Estate Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(4) For purposes of determining Aggregate Net Assets, the net assets of: the
Science & Technology Trust, a series of the Trust, and the Science & Technology
Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(5) For purposes of determining Aggregate Net Assets, the net assets of: the
Small Cap Trust, a series of the Trust, and the Small Cap Fund, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Funds II, are included.
(6) For purposes of determining Aggregate Net Assets, the net assets of: the
Small Cap Opportunities Trust, a series of the Trust, and the Small Cap
Opportunities Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(7) For purposes of determining Aggregate Net Assets, the net assets of: the
Small Company Value Trust, a series of the Trust, and the Small Company Value
Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(8) For purposes of determining Aggregate Net Assets, the net assets of: the
Special Value Trust, a series of the Trust, and the Special Value Fund, a series
of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(9) 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.
4
BETWEEN BETWEEN BETWEEN EXCESS
FIRST $50 MILLION $250 MILLION $500 MILLION OVER
$50 AND AND AND $1 BILLION
MILLION OF $250 MILLION OF $500 MILLION OF $1 BILLION OF OF
AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE NET AGGREGATE
PORTFOLIO NET ASSETS ASSETS ASSETS ASSETS NET ASSETS
-------------------------------------- ---------- --------------- --------------- ------------- ----------
All Cap Value(1)...................... 0.850% 0.850% 0.800% 0.750% 0.750%
Financial Services(2)................. 0.850% 0.800% 0.800% 0.750% 0.750%
Fundamental Value(3).................. 0.850% 0.800% 0.800% 0.750% 0.750%
International Opportunities(4)........ 1.000% 1.000% 0.950% 0.900% 0.900%
Large Cap(5).......................... 0.850% 0.850% 0.800% 0.750% 0.750%
Mid Cap Index(6)...................... 0.490% 0.490% 0.480% 0.460% 0.460%
Small Cap Index(7).................... 0.490% 0.490% 0.480% 0.460% 0.460%
Total Stock Market Index(8)........... 0.490% 0.490% 0.480% 0.460% 0.460%
(1) For purposes of determining Aggregate Net Assets, the net assets of: the All
Cap Value Trust, a series of the Trust, and the All Cap Value Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(2) For purposes of determining Aggregate Net Assets, the net assets of: the
Financial Services Trust, a series of the Trust, and the Financial Services
Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(3) For purposes of determining Aggregate Net Assets, the net assets of: the
Fundamental Value Trust, a series of the Trust, and the Fundamental Value Fund,
a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(4) 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.
(5) For purposes of determining Aggregate Net Assets, the net assets of: the
Large Cap Trust, a series of the Trust, and the Large Cap Fund, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Funds II, are included.
(6) For purposes of determining Aggregate Net Assets, the net assets of: the Mid
Cap Index Trust, a series of the Trust, and the Mid Cap Index Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(7) For purposes of determining Aggregate Net Assets, the net assets of: the
Small Cap Index Trust, a series of the Trust, and the Small Cap Index Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(8) For purposes of determining Aggregate Net Assets, the net assets of: the
Total Stock Market Index Trust, a series of the Trust, and the Total Stock
Market Index Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
BETWEEN $1 BILLION EXCESS OVER
BETWEEN $500 MILLION AND AND $2.5 BILLION OF $2.5 BILLION
FIRST $500 MILLION OF $1 BILLION OF AGGREGATE NET AGGREGATE NET OF AGGREGATE NET
PORTFOLIO AGGREGATE NET ASSETS ASSETS ASSETS ASSETS
Growth Opportunities(1) 0.800% 0.780% 0.770% 0.760%
Growth(2) 0.800% 0.780% 0.770% 0.760%
Intrinsic Value(3) 0.780% 0.760% 0.750% 0.740%
U.S. Multi Sector(4) 0.780% 0.760% 0.750% 0.740%
Value Opportunities(5) 0.800% 0.780% 0.770% 0.760%
(1) For purposes of determining Aggregate Net Assets, the net assets of the
Growth Opportunities Trust, a series of the Trust, the Growth Opportunities
Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III and the Growth Opportunities Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(2) For purposes of determining Aggregate Net Assets, the net assets of both the
Growth Trust, a series of the Trust, the Growth Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇
Funds III and the Growth Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(3) For purposes of determining Aggregate Net Assets, the net assets of the
Intrinsic Value Trust, a series of the Trust, the Intrinsic Value Fund, a series
of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III and the assets of the Intrinsic Value Fund, a series
of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(4) For purposes of determining Aggregate Net Assets, the net assets of the U.S.
Multi Sector Trust, a series of the Trust, and the U.S. Multi Sector Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(5) For purposes of determining Aggregate Net Assets, the net assets of the
Value Opportunities Trust, a series of the Trust, the Value Opportunities Fund,
a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III and the Value Opportunities Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
5
FIRST BETWEEN BETWEEN BETWEEN EXCESS
$50 $50 MILLION $200 MILLION $500 MILLION OVER
MILLION AND AND AND $1 BILLION
OF $200 MILLION OF $500 MILLION OF $1 BILLION OF OF
AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE NET AGGREGATE
PORTFOLIO NET ASSETS ASSETS ASSETS ASSETS NET ASSETS
-------------------------------------- ---------- --------------- --------------- ------------- ----------
U.S. Government Securities(1)......... 0.650% 0.650% 0.650% 0.550% 0.550%
U.S. High Yield Bond(2)............... 0.750% 0.750% 0.720% 0.720% 0.720%
Value(3).............................. 0.750% 0.750% 0.725% 0.650% 0.650%
500 Index(4).......................... 0.470% 0.470% 0.470% 0.460% 0.460%
(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
U.S. High Yield Bond Trust, a series of the Trust, and the U.S. High Yield Bond
Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(3) For purposes of determining Aggregate Net Assets, the net assets of: the
Value Trust, a series of the Trust, and the Value Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇
Funds II, are included.
(4) For purposes of determining Aggregate Net Assets, the net assets of: the 500
Index Trust, a series of the Trust, and the 500 Index Fund, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Funds II, are included.
BETWEEN
FIRST $500 MILLION
$500 AND EXCESS OVER
MILLION OF $1 BILLION OF $1 BILLION OF
AGGREGATE AGGREGATE NET AGGREGATE NET
PORTFOLIO NET ASSETS ASSETS ASSETS
-------------------------------------- ---------- --------------- ---------------
Quantitative Value(1)................. 0.700% 0.650% 0.600%
Strategic Income(2)................... 0.725% 0.650% 0.650%
U.S. Global Leaders Growth(3)......... 0.7125% 0.675% 0.675%
Value & Restructuring(4).............. 0.850% 0.800% 0.800%
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Quantitative Value Trust, a series of the Trust, and the Quantitative Value
Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(2) For purposes of determining Aggregate Net Assets, the net assets of: the
Strategic Income Trust, a series of the Trust, and the Strategic Income Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(3) For purposes of determining Aggregate Net Assets, the net assets of: the
U.S. Global Leaders Growth Trust, a series of the Trust, and the U.S. Global
Leaders Growth Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(4) For purposes of determining Aggregate Net Assets, the net assets of: the
Value & Restructuring Trust, a series of the Trust, and the Value &
Restructuring Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
BETWEEN BETWEEN BETWEEN EXCESS
FIRST $100 MILLION $200 MILLION $500 MILLION OVER
$100 AND AND AND $1 BILLION
MILLION OF $200 MILLION OF $500 MILLION OF $1 BILLION OF OF
AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE NET AGGREGATE
PORTFOLIO NET ASSETS ASSETS ASSETS ASSETS NET ASSETS
-------------------------------------- ---------- --------------- --------------- ------------- ----------
International Equity Index A(1)....... 0.550% 0.530% 0.530% 0.530% 0.530%
Small Cap Growth(2)................... 1.100% 1.050% 1.050% 1.050% 1.050%
Small Cap Value(3).................... 1.100% 1.050% 1.050% 1.050% 1.050%
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
International Equity Index Trust A, a series of the Trust, and the International
Equity Index Fund A, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(2) For purposes of determining Aggregate Net Assets, the net assets of: the
Small Cap Growth Trust, a series of the Trust, and the Small Cap Growth Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(3) For purposes of determining Aggregate Net Assets, the net assets of: the
Small Cap Value Trust, a series of the Trust, and the Small Cap Value Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
6
BETWEEN BETWEEN BETWEEN EXCESS
FIRST $300 MILLION $600 MILLION $900 MILLION OVER
$300 AND AND AND $1.5 BILLION
MILLION OF $600 MILLION OF $900 MILLION OF $1.5 BILLION OF OF
AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE NET AGGREGATE
PORTFOLIO NET ASSETS ASSETS ASSETS ASSETS NET ASSETS
-------------------------------------- ---------- --------------- --------------- --------------- ------------
Strategic Value(1).................... 0.850% 0.825% 0.800% 0.775% 0.700%
Utilities(2).......................... 0.850% 0.825% 0.800% 0.775% 0.700%
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Strategic Value Trust, a series of the Trust, and the Strategic Value Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(2) For purposes of determining Aggregate Net Assets, the net assets of: the
Utilities Trust, a series of the Trust, and the Utilities Fund, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Funds II, are included.
BETWEEN
$250 MILLION BETWEEN
FIRST $250 AND $500 $500 MILLION EXCESS OVER
MILLION OF MILLION OF AND $1 BILLION $1 BILLION OF
AGGREGATE AGGREGATE OF AGGREGATE AGGREGATE
PORTFOLIO NET ASSETS(10) NET ASSETS(10) NET ASSETS(10) NET ASSETS(10)
Spectrum Income(1).................... 0.800% 0.725% 0.725% 0.725%
Vista Trust(2)........................ 0.900% 0.850% 0.825% 0.800%
(1) For purposes of determining Aggregate Net Assets, the net asset of: the
Spectrum Income Trust, a series of the Trust, and the Spectrum Income Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
(2) For purposes of determining Aggregate Net Assets, the net assets of: the
Vista Trust, a series of the Trust, and the Vista Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇
Funds II, are included.
FIRST EXCESS OVER
$300 MILLION $300 MILLION OF
OF AGGREGATE NET AGGREGATE NET
PORTFOLIO ASSETS ASSETS
-------------------------------------- ---------------- ---------------
Capital Appreciation(1)............... 0.850% 0.800%
(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.
BETWEEN
FIRST $200 MILLION
$200 AND EXCESS OVER
MILLION OF $400 MILLION OF $400 MILLION OF
AGGREGATE AGGREGATE NET AGGREGATE NET
PORTFOLIO NET ASSETS ASSETS ASSETS
-------------------------------------- ---------- --------------- ---------------
Core Bond(1).......................... 0.690% 0.640% 0.600%
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Core Bond Trust, a series of the Trust, and the Core Bond Fund, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Funds II, are included.
FIRST EXCESS OVER
$350 MILLION OF $350 MILLION OF
AGGREGATE NET AGGREGATE NET
PORTFOLIO ASSETS ASSETS
-------------------------------------- --------------- ---------------
Core Equity(1)........................ 0.850% 0.750%
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Core Equity Trust, a series of the Trust, and the Core Equity Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
FIRST EXCESS OVER
$1 BILLION OF $1 BILLION OF
AGGREGATE NET AGGREGATE NET
PORTFOLIO ASSETS ASSETS
-------------------------------------- ------------- -------------
Global(1)............................. 0.850% 0.800%
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Global Trust, a series of the Trust, the Global Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇
Funds II, the International Value Trust, a series of the Trust, and the
International Value Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
7
FIRST $100 MILLION BETWEEN $100 MILLION AND $1 EXCESS OVER $1 BILLION OF
PORTFOLIO OF AGGREGATE NET ASSETS BILLION OF AGGREGATE NET ASSETS AGGREGATE NET ASSETS
International Stock(1) 0.920% 0.895% 0.880%
(1) For the purposes of determining Aggregate Net Assets, the assets of the
International Stock Trust, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust, the assets of the
International Core Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III, and the assets of
the International Stock Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
FIRST $100 MILLION OF BETWEEN $100 MILLION AND EXCESS OVER $1 BILLION OF
PORTFOLIO AGGREGATE NET ASSETS $1 BILLION OF AGGREGATE NET ASSETS AGGREGATE NET ASSETS
International Growth(1) 0.920% 0.895% 0.880%
(1) For purposes of determining Aggregate Net Assets, the net assets of both the
International Growth Trust, a series of the Trust, the International Growth
Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III and the International Growth Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
EXCESS OVER
FIRST $750 MILLION OF
$750 MILLION OF AGGREGATE NET
PORTFOLIO AGGREGATE NET ASSETS ASSETS
------------------------------ -------------------- ---------------
Large Cap Growth(1)........... 0.850% 0.800%
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Large Cap Growth Trust, a series of the Trust, and the Large Cap Growth Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
BETWEEN BETWEEN
$100 MILLION $300 MILLION
FIRST AND AND EXCESS OVER
$100 MILLION $300 MILLION OF $500 MILLION OF $500 MILLION OF
OF AGGREGATE NET AGGREGATE NET AGGREGATE NET AGGREGATE NET
PORTFOLIO ASSETS ASSETS ASSETS ASSETS
------------------------------ ---------------- --------------- --------------- ---------------
Large Cap Value(1)............ 0.850% 0.850% 0.825% 0.800%
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Large Cap Value Trust, a series of the Trust, and the Large Cap Value Fund, a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
BETWEEN BETWEEN
FIRST $50 MILLION AND $100 MILLION AND EXCESS OVER
$50 MILLION OF $100 MILLION OF $250 MILLION OF $250 MILLION OF
AGGREGATE NET AGGREGATE NET AGGREGATE NET AGGREGATE NET
PORTFOLIO ASSETS ASSETS ASSETS ASSETS
------------------------------ ---------------- --------------- ---------------- ---------------
Short-Term Bond(1)............ 0.600% 0.600% 0.575% 0.550%
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Short -Term Bond Trust, a series of the Trust, and the Short-Term Fund, a series
of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
FIRST EXCESS OVER
$125 MILLION OF $125 MILLION OF
AGGREGATE NET AGGREGATE NET
PORTFOLIO ASSETS ASSETS
------------------------------ --------------- ---------------
Small Company(1).............. 1.050% 1.000%
(1) For purposes of determining Aggregate Net Assets, the net assets of: the
Small Company Trust, a series of the Trust, and the Small Company Fund, a series
of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
FIRST EXCESS OVER
PORTFOLIO $250 MILLION $250 MILLION
Small Company Growth Trust(1)................... 1.05% 1.00%
(1) When Aggregate Net Assets exceed $1 billion, the advisory fee for the Small
Company Growth Trust is 1.00% on all assets. For purposes of determining
Aggregate Net Assets, the net assets of: the Small Company Growth Trust, the All
Cap Growth Trust and the Mid Cap Core Trust, each a series of the Trust, and of
the Small Company Growth Fund, the All Cap Growth Fund and the Mid Cap Core
Fund, each a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
8
FIRST EXCESS OVER
$7.5 BILLION OF $7.5 BILLION OF
AGGREGATE NET AGGREGATE NET
PORTFOLIO ASSETS(1) ASSETS(1)
--------------------------------------- --------------- ---------------
Lifestyle Aggressive 1000.............. 0.050% 0.040%
Lifestyle Growth 820................... 0.050% 0.040%
Lifestyle Balanced 640................. 0.050% 0.040%
Lifestyle Moderate 460................. 0.050% 0.040%
Lifestyle Conservative 280............. 0.050% 0.040%
(1) For purposes of determining Aggregate Net Assets, the net assets of:
Lifestyle Aggressive 1000 Trust, Lifestyle Growth 820 Trust, Lifestyle Balanced
640 Trust, Lifestyle Moderate 460 Trust, and Lifestyle Conservative 280 Trust,
each a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust and Lifestyle Aggressive Trust, Lifestyle
Growth Trust, Lifestyle Balanced Trust, Lifestyle Moderate Trust, Lifestyle
Conservative Trust, each a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II, are included.
PORTFOLIOS WHERE NET ASSETS NOT AGGREGATED WITH NET ASSETS OTHER PORTFOLIOS FOR
PURPOSES OF DETERMINING BREAKPOINTS
PORTFOLIO ALL ASSET LEVELS
--------------------------------------- ----------------
Active Bond............................ 0.600%
Global Bond............................ 0.700%
Managed Trust.......................... 0.690%
Real Return Bond....................... 0.700%
Total Return........................... 0.700%
Classic Value.......................... 0.800%
BETWEEN BETWEEN
$50 MILLION $200 MILLION BETWEEN
FIRST AND AND $500 MILLION AND EXCESS OVER
$50 MILLION $200 MILLION $500 MILLION OF $1 BILLION OF $1 BILLION OF
OF AGGREGATE OF AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE
PORTFOLIO NET ASSETS NET ASSETS ASSETS ASSETS NET ASSETS
---------------------- ------------- ------------- --------------- ---------------- -------------
All Cap Growth........ 0.900% 0.900% 0.900% 0.850% 0.850%
U.S. Large Cap........ 0.825% 0.825% 0.825% 0.825% 0.800%
Growth &
Income II 0.675% 0.675% 0.675% 0.675% 0.675%
Strategic
Opportunities 0.800% 0.800% 0.800% 0.800% 0.800%
BETWEEN BETWEEN BETWEEN
FIRST $10 MILLION AND $50 MILLION AND $200 MILLION AND EXCESS OVER
PORTFOLIO $10 MILLION $50 MILLION $200 MILLION $500 MILLION $500 MILLION
---------------------- ------------ --------------- --------------- ---------------- -------------
Mid Cap Core.......... 0.950% 0.900% 0.875% 0.850% 0.825%
BETWEEN BETWEEN
FIRST $100 MILLION AND $300 MILLION AND EXCESS OVER
PORTFOLIO $100 MILLION $300 MILLION $500 MILLION $500 MILLION
---------------------- ------------ ---------------- ---------------- ------------
Overseas Equity....... 1.050% 1.050% 0.900% 0.850%
9
BETWEEN BETWEEN
BETWEEN $200 MILLION $500 MILLION
FIRST $50 MILLION AND AND AND EXCESS OVER
PORTFOLIO $50 MILLION $200 MILLION $500 MILLION $1 BILLION $1 BILLION
------------------------- ----------- --------------- ------------ ------------ -----------
Income & Value........... 0.800% 0.800% 0.800% 0.750% 0.750%
Money Market B........... 0.500% 0.500% 0.500% 0.470% 0.470%
500 Index B.............. 0.470% 0.470% 0.470% 0.460% 0.460%
Bond Index B............. 0.470% 0.470% 0.470% 0.470% 0.470%
International Equity
Index B................ 0.550% 0.530% 0.530% 0.530% 0.530%
GROWTH & INCOME TRUST
BETWEEN BETWEEN
BETWEEN $200 MILLION $500 MILLION
FIRST $50 MILLION AND AND AND EXCESS OVER
PORTFOLIO $50 MILLION $200 MILLION $500 MILLION $1 BILLION $1 BILLION
------------------------- ----------- --------------- ------------ ------------ -----------
Growth & Income(1) 0.700% 0.700% 0.700% 0.650% 0.600%
(1) Upon the approval of shareholders, the Growth & Income advisory fee
increases to:
BETWEEN$1 BILLION
BETWEEN $500 MILLION AND AND $2.5 BILLION OF EXCESS OF $2.5 BILLION
FIRST $500 MILLION OF $1 BILLION OF AGGREGATE AGGREGATE NET OF AGGREGATE NET
PORTFOLIO AGGREGATE NET ASSETS*# NET ASSETS*# ASSETS*# ASSETS*#
--------------- ---------------------- ------------------------ ------------------- ----------------------
Growth &
Income Trust 0.780% 0.760% 0.750% 0.740%
*For the purposes of determining Aggregate Net Assets, the following net assets
are included:
(a) the Growth & Income Trust, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust,
(c) that portion of the net assets of the Managed Trust, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Trust, that is managed by GMO.
(d) U.S. Core Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III
(e) Growth & Income Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
(f) that portion of the net assets of the Managed Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇
Funds II, that is managed by GMO.
10
