Exhibit 99.6(d)(d)
DEAMIS SUBADVISORY AGREEMENT
MANUFACTURERS INVESTMENT TRUST
SUBADVISORY AGREEMENT
AGREEMENT made this 23rd day of November, 2002, between Manufacturers Securities
Services, LLC, a Delaware limited liability company (the "Adviser"), and
Deutsche Asset Management Investment Services Limited, a corporation organized
and existing under the laws of England and Wales and regulated by the Financial
Services Authority in the United Kingdom ("FSA"), (the "Subadviser").
The Adviser is classified as a Market Counterparty under the rules of the FSA in
the United Kingdom (the "FSA Rules"). However, the Subadviser chooses to treat
all Market Counterparties in the same way as it treats its Intermediate
Customers.
In consideration of the mutual covenants contained herein, the parties agree as
follows:
1. APPOINTMENT OF SUBADVISER
The Subadviser undertakes to act as investment subadviser to, and, subject to
the supervision of the Trustees of Manufacturers Investment Trust (the "Trust")
and the terms of this Agreement, to manage the investment and reinvestment of
the assets of the Portfolio specified in Appendix A to this Agreement as it
shall be amended by the Adviser and the Subadviser from time to time (the
"Portfolio"). The Subadviser will be an independent contractor and will have no
authority to act for or represent the Trust or Adviser in any way except as
expressly authorized in this Agreement or another writing by the Trust and
Adviser.
2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST
a. Subject always to the direction and control of the Trustees of the Trust,
the Subadviser will manage the investments and determine the composition
of the assets of the Portfolio in accordance with the Portfolio's
Prospectus and Statement of Additional Information, as amended and
provided to the Subadviser from time to time. In fulfilling its
obligations to manage the investments and reinvestments of the assets of
the Portfolio, the Subadviser will:
i. obtain and evaluate pertinent economic, statistical, financial and
other information affecting the economy generally and individual
companies or industries the securities of which are included in the
Portfolio or are under consideration for inclusion in the Portfolio;
ii. formulate and implement a continuous investment program for each
Portfolio consistent with the investment objectives and related
investment policies for each such Portfolio as described in the
Portfolio's Prospectus and Statement of Additional Information, as
amended and provided to the Subadviser from time to time. The
Adviser shall and notify the Subadviser in advance of any amendments
thereto relating to the Portfolio. Further, failure of the
Subadviser to meet the investment objectives of the Portfolio as
described in the Portfolio's Prospectus and Statement of Additional
Information will not constitute a breach of this Agreement;
iii. take whatever steps are necessary to implement these investment
programs by the purchase and sale of securities including the
placing of orders for such purchases and sales;
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iv. regularly report to the Trustees of the Trust with respect to the
implementation of these investment programs; and
v. provide assistance to the Trust's Custodian regarding the fair value
of securities held by the Portfolio for which market quotations are
not readily available.
b. The Subadviser, will be responsible for its own overhead expense, and will
furnish (i) all necessary investment and management facilities, including
salaries of personnel required for it to execute its duties faithfully,
and (ii) administrative facilities, including bookkeeping, clerical
personnel and equipment necessary for the efficient conduct of the
investment affairs of the Portfolio (excluding determination of net asset
value and shareholder accounting services).
c. Subject to applicable laws and regulations, the Subadviser will have
complete discretion to select brokers and dealers, which may be brokers or
dealer that are Group Companies to effect all transactions subject to the
following conditions: The Subadviser will place all necessary orders with
brokers, dealers, or issuers, and will negotiate brokerage commissions if
applicable. The Subadviser is directed at all times to seek to execute
brokerage transactions for the Portfolio in accordance with such policies
or practices as may be established by the Trustees and described in the
Portfolio's Prospectus and Statement of Additional Information, as
amended. The Subadviser may pay a broker-dealer which provides research
and brokerage services a higher spread or commission for a particular
transaction than otherwise might have been charged by another
broker-dealer, if the Subadviser determines that the higher spread or
commission is reasonable in relation to the value of the brokerage and
research services that such broker-dealer provides, viewed in terms of
either the particular transaction or the Subadviser's overall
responsibilities with respect to accounts managed by the Subadviser. The
Subadviser may use for the benefit of the Subadviser's other clients, or
make available to companies affiliated with the Subadviser or to its
directors for the benefit of its clients, any such brokerage and research
services that the Subadviser obtains from brokers or dealers. For the
avoidance of doubt the Trust shall be responsible for any costs properly
incurred under this Agreement, including all brokerage fees and costs.
d. On occasions when the Subadviser deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as other clients of
the Subadviser, the Subadviser to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation to, aggregate the
securities to be purchased or sold to attempt to obtain a more favorable
price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Subadviser in
the manner the Subadviser considers to be the most equitable and
consistent with its fiduciary obligations to the Portfolio and to its
other clients.
The Adviser recognizes that each individual aggregated transaction may
operate to the advantage or disadvantage of the Adviser or the Trust. When
a Portfolio transaction has been aggregated, the Adviser agrees that the
relevant investment must be allocated to the Portfolio within the number
of business days of the transaction as required by the FSA Rules from time
to time.
e. The Subadviser will maintain all accounts, books and records with respect
to the Portfolio as are required of an investment adviser of a registered
investment company pursuant to the Investment Company Act of 1940 (the
"Investment Company Act") and Investment Advisers Act of 1940 (the
"Investment Advisers Act") and the rules thereunder.
g. The Subadviser shall vote all proxies received in connection with
securities held by the Portfolio.
h. Subject to the Trustees' prior approval, the Subadviser shall be entitled
to sub-delegate, where necessary, the performance of any or all of the
services hereunder to any member of a group companies controlled by
Deutsche Bank AG ("Group Companies").
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i. Group Companies are involved in many different commercial activities and
the Subadviser acts for a wide range of clients, some of which may have
similar objectives to those of the Adviser. Subject always to the
overriding principle of best execution and all applicable laws including,
without limitation, the Investment Company Act of 1940 (the "Investment
Company Act") and Rules 17e-1, 17a-7 and 10f-3 thereunder, the Subadviser
shall have discretion to effect, without prior reference to the Adviser,
transactions in which the Subadviser or a Group Company has directly or
indirectly a material interest or a relationship of any description with
another party which may involve a potential conflict with the Subadviser
's duty to the Adviser and the Trust. Nothing in this Agreement shall
prevent the Subadviser or a Group Company entering into transactions with
or for the Portfolio, including programmed trades, acting as both
market-maker and broker, principal or agent, dealing with other Group
Companies and other clients, and generally effecting transactions as
provided above as long as all applicable laws and rules are complied with.
Neither the Subadviser nor any Group Company shall be liable to account to
the Adviser for any profit, commission or remuneration made or received
from or by reason of such transactions or any connected transactions as
long as all applicable laws and rules are complied with. A statement
giving examples of actual or potential material interests and conflicts
which may arise will be made available by the Subadviser to the Adviser
and the Trust on its request.
j. No warranty is given by the Subadviser as to the performance or
profitability of the Portfolio or any part of it.
k. Telephone conversations with the Adviser may be recorded and monitored by
the Subadviser.
3. COMPENSATION OF SUBADVISER
The Adviser will pay the Subadviser with respect to each Portfolio the
compensation specified in Appendix A to this Agreement.
4. LIABILITY OF SUBADVISER
a. Neither the Subadviser nor any of its directors, officers or employees shall
be liable to the Adviser or the Trust for any error of judgment or mistake of
law or for any loss suffered by the Adviser or Trust in connection with the
matters to which this Agreement relates except for losses resulting from willful
misfeasance, bad faith or gross negligence in the performance of, or from the
reckless disregard of, the duties of the Subadviser or any of its directors.
b. The Subadviser and any of its directors, officers or employees shall not in
any event have any liability to the Adviser to the extent that performance of
its obligations is prevented or impeded as a consequence of any circumstances
beyond its reasonable control, including (without limitation) nationalization,
currency restrictions, acts of war, acts of God, breakdown or failure of
transmission or communications or computer facilities that is not due to the
negligence of the Subadviser or any of its Group Companies, postal or other
strikes or industrial action, Government action, or the failure or disruption of
any stock exchange, clearing house, settlements system or market.
A statement describing clients' rights to compensation in the event of the
Subadviser's inability to meet any of its liabilities is available on request.
5. CONFLICTS OF INTEREST
It is understood that trustees, officers, agents and shareholders of the Trust
are or may be interested in the Subadviser as trustees, officers, partners or
otherwise; that employees, agents and partners of the Subadviser are or may be
interested in the Trust as trustees, officers, shareholders or otherwise; that
the Subadviser may be interested in the Trust; and that the existence of any
such dual interest shall not affect the validity hereof or
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of any transactions hereunder except as otherwise provided in the Agreement and
Declaration of Trust of the Trust or by specific provision of applicable law.
6. REGULATION
The Subadviser shall submit to all regulatory and administrative bodies having
jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
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7. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective with respect to each Portfolio on the
later of (i) its execution and (ii) the date of the meeting of the Board of
Trustees of the Trust, at which meeting this Agreement is approved as described
below. The Agreement will continue in effect for a period more than two years
from the date of its execution only so long as such continuance is specifically
approved at least annually either by the Trustees of the Trust or by a majority
of the outstanding voting securities of the Portfolio, provided that in either
event such continuance shall also be approved by the vote of a majority of the
Trustees of the Trust who are not interested persons (as defined in the
Investment Company Act) of any party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. Any required
shareholder approval of the Agreement or of any continuance of the Agreement
shall be effective with respect to any Portfolio if a majority of the
outstanding voting securities of the series (as defined in Rule 18f-2(h) under
the Investment Company Act) of shares of that Portfolio votes to approve the
Agreement or its continuance, notwithstanding that the Agreement or its
continuance may not have been approved by a majority of the outstanding voting
securities of (a) any other Portfolio affected by the Agreement or (b) all the
portfolios of the Trust.
If any required shareholder approval of this Agreement or any continuance of the
Agreement is not obtained, the Subadviser will continue to act as investment
subadviser with respect to such Portfolio pending the required approval of the
Agreement or its continuance or of a new contract with the Subadviser or a
different adviser or subadviser or other definitive action; provided, that the
compensation received by the Subadviser in respect of such Portfolio during such
period is in compliance with Rule 15a-4 under the Investment Company Act.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees of the Trust, by the vote of a majority of the
outstanding voting securities of the Trust, or with respect to any Portfolio by
the vote of a majority of the outstanding voting securities of such Portfolio,
on sixty days' written notice to the Adviser and the Subadviser, or by the
Adviser or Subadviser on sixty days' written notice to the Trust and the other
party. This Agreement will automatically terminate, without the payment of any
penalty, in the event of its assignment (as defined in the Investment Company
Act) or in the event the Advisory Agreement between the Adviser and the Trust
terminates for any reason.
8. PROVISION OF CERTAIN INFORMATION BY SUBADVISER
The Subadviser will promptly notify the Adviser in writing of the
occurrence of any of the following events:
a. the Subadviser fails to be registered as an investment adviser under the
Investment Advisers Act or under the laws of any jurisdiction in which the
Subadviser is required to be registered as an investment adviser in order
to perform its obligations under this Agreement;
b. the Subadviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust; and
c. any change in actual control or management of the Subadviser or the
portfolio manager of any Portfolio.
9. SERVICES TO OTHER CLIENTS
The Adviser understands, and has advised the Trust's Board of Trustees, that the
Subadviser now acts, or may in the future act, as an investment adviser to
fiduciary and other managed accounts and as investment adviser or subadviser to
other investment companies. Further, the Adviser understands, and has advised
the Trust's Board of Trustees that the Subadviser and its affiliates may give
advice and take action for its accounts, including investment companies, which
differs from advice given on the timing or nature of action taken for
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the Portfolio. The Subadviser is not obligated to initiate transactions for a
Portfolio in any security which the Subadviser, its partners, affiliates or
employees may purchase or sell for their own accounts or other clients.
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10. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by the vote of a majority of the Trustees of the Trust and
by the vote of a majority of the Trustees of the Trust who are not interested
persons of any party to this Agreement cast in person at a meeting called for
the purpose of voting on such approval. Any required shareholder approval shall
be effective with respect to any Portfolio if a majority of the outstanding
voting securities of that Portfolio vote to approve the amendment,
notwithstanding that the amendment may not have been approved by a majority of
the outstanding voting securities of (a) any other Portfolio affected by the
amendment or (b) all the portfolios of the Trust.
11. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the parties.
12. HEADINGS
The headings in the sections of this Agreement are inserted for convenience of
reference only and shall not constitute a part hereof.
13. NOTICES
All notices required to be given pursuant to this Agreement shall be delivered
or mailed to the last known business address of the Trust or applicable party in
person or by registered mail or a private mail or delivery service providing the
sender with notice of receipt. Notice shall be deemed given on the date
delivered or mailed in accordance with this paragraph.
14. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in law or
in equity, the Agreement shall be construed, insofar as is possible, as if such
portion had never been contained herein.
15. CONFIDENTIALITY
a. The Subadviser will respect and protect the confidentiality of all
information concerning the Portfolio and the Adviser and will not, without
the Adviser's prior written consent, disclose any such information to a
third party (other than a Group Company) except: (i) in connection with its
performance under this Agreement (which may include, without limitation,
disclosure of the name of the Adviser to any broker, dealer or market
maker); or (ii) as required by law or competent authority; or (iii) on the
Adviser's default either under this Agreement or under any other agreement
which the Subadviser has entered into on the Adviser's behalf pursuant to
this Agreement, whereupon the Subadviser may disclose to a third party the
Adviser's names, addresses and such other information either as the
Subadviser deems reasonably necessary or as any counterparty reasonably
requires.
b. To the extent permitted by applicable laws and regulations, the Subadviser
may collect, use and disclose personal data about the Adviser and may also
transfer such personal data to any country, including countries outside the
European Economic Area, for any purpose set out above.
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16. REPRESENTATIONS OF THE ADVISER
(a) The Adviser represents, warrants and agrees on a continuing basis the
following:-
1. it has the authority to enter into this Agreement, and that it has taken
all steps necessary to appoint the Subadviser to perform the services
envisaged in this Agreement;
2. it is duly authorized and empowered to perform its duties and obligations
hereunder and that the terms of this Agreement do not constitute a breach
of any obligations by which the Adviser is bound whether arising by
contract, operation of law or otherwise;
3. except as otherwise disclosed in writing to the Subadviser, the assets
comprising the Portfolio are and will remain free of all liens, charges
and other encumbrances, and that the Adviser is absolutely entitled to
pass ownership of Portfolio assets with full title guarantee as if it were
beneficially entitled thereto;
4. as a condition of the provision of services by the Subadviser hereunder,
it will produce to the Subadviser such documents as it may require as
evidence of the Adviser's authority to enter into this Agreement, and will
forthwith advise the Subadviser of any variation of or supplements to such
documents relevant to the authority of the Adviser to enter into this
Agreement; and
5. it will notify the Subadviser promptly in there is any material change to
the investment policies of the Portfolio, and will provide such other
relevant information as the Subadviser may from time to time reasonably
require in order to fulfill its legal, regulatory and contractual
obligations relating to fulfilling its obligations under this Agreement.
The Adviser acknowledges that a failure to provide such information may
adversely affect the quality of the services that the Subadviser may
provide.
(b) The Subadviser represents, warrants and agrees on a continuing basis the
following:-
1. it is duly registered as an investment adviser under the Investment
Advisers Act of 1940,
2. it has the authority to enter into this Agreement,
3. it is duly authorized and empowered to perform its duties and obligations
hereunder and that the terms of this agreement do not constitute a breach
of any obligations by which the Subadviser is bound whether arising by
contract, operation of law or otherwise;
17. COMPLAINTS
The Subadviser maintains procedures in accordance with the FSA Rules for the
effective consideration and handling of customer complaints. Complaints will be
considered promptly by a senior executive of the Subadviser who is not
personally involved in the subject matter of the complaint.
18. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of The Commonwealth of Massachusetts, or any of the
applicable provisions of the Investment Company Act. To the extent that the laws
of The Commonwealth of Massachusetts, or any of the provisions in this
Agreement, conflict with applicable provisions of the Investment Company Act,
the latter shall control.
19. LIMITATION OF LIABILITY
The Agreement and Declaration of Trust dated September 28, 1988, a copy of
which, together with all amendments thereto (the "Declaration"), is on file in
the office of the Secretary of The Commonwealth of Massachusetts, provides that
the name "Manufacturers Investment Trust" refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals or personally; and
no Trustee, shareholder, officer, employee or agent of the Trust shall be held
to any personal liability, nor shall resort be had to their private property,
for the satisfaction of any obligation or claim, in connection with the affairs
of the Trust or any
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portfolio thereof, but only the assets belonging to the Trust, or to the
particular Portfolio with respect to which such obligation or claim arose, shall
be liable.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
under seal by their duly authorized officers as of the date first mentioned
above.
Manufacturers Securities Services, LLC
by: The Manufacturers Life Insurance Company (U.S.A.),
Managing Member
/s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------------
Xxxxx X. Xxxxxxxxx, Executive Vice President,
Secretary and General Counsel
Deutsche Asset Management Investment Services Limited
by: /s/Xxxx Xxxxx
-----------------------------------------------
Xxxx Xxxxx
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APPENDIX A
The Subadviser shall serve as investment subadviser for the following Portfolio
of the Trust. The Adviser will pay the Subadviser, as full compensation for all
services provided under this Agreement, the fee computed separately for each
such Portfolio at an annual rate as follows (the "Subadviser Percentage Fee"):
BETWEEN BETWEEN
$20,000,000 $ 50,000,000
FIRST AND AND EXCESS OVER
PORTFOLIO $20,000,000 $50,000,000 $200,000,000 $200,000,000
International Stock Trust .750% .60% .500% *
*When the current value of the net assets of the Portfolio equals or
exceeds $200,000,000, the Subadviser Percentage Fee is .500% of the
current value of the net assets of the Portfolio. When the current
value of the net assets of the Portfolio equals or exceeds
$500,000,000, the Subadviser Percentage Fee is .450% of the current
value of the net assets of the Portfolio.
The Subadviser Percentage Fee for each Portfolio shall be accrued for each
calendar day and the sum of the daily fee accruals shall be paid monthly to the
Subadviser. 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
rate described in the preceding paragraph, and multiplying this product by the
net assets of the Portfolio as determined in accordance with the Portfolio'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.
If this Agreement becomes effective or terminates 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, 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 occurs.
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