EXHIBIT (d)(1)(G)
XXXX XXXXXXX TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this ____ day of _____, 2006, to the Amended and
Restated Advisory Agreement dated January 1, 1996, as amended and restated May
1, 1999, as amended, between Xxxx Xxxxxxx Trust (formerly, Manufacturers
Investment Trust), a Massachusetts business trust (the "Trust") and Xxxx Xxxxxxx
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.
Xxxx Xxxxxxx Trust
By:
-------------------------
Xxxx Xxxxxxx Investment Management Services, LLC
by: Xxxx Xxxxxxx Life Insurance Company (U.S.A.),
Managing Member
By:
-------------------------
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 $500 MILLION OF EXCESS OVER
AGGREGATE $500 MILLION OF AGGREGATE NET
PORTFOLIO NET ASSETS* ASSETS*
U.S. Government Securities(1) ............... 0.620% 0.550%
Strategic Bond(2) ........................... 0.700% 0.650%
High Yield(3) ............................... 0.700% 0.650%
----------
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 Xxxx Xxxxxxx 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 Xxxx Xxxxxxx 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 Xxxx Xxxxxxx Funds II, are included.
BETWEEN
$750 MILLION AND EXCESS OVER
FIRST $750 MILLION OF $1.5 BILLION OF $1.5 BILLION OF
PORTFOLIO AGGREGATE NET ASSETS AGGREGATE NET ASSETS AGGREGATE NET ASSETS
---------
International Opportunities
Trust(1)............................. 0.900% 0.850% 0.800%
----------
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 Xxxx Xxxxxxx Funds II, are
included.
BETWEEN
FIRST $500 MILLION AND EXCESS OVER
$500 MILLION OF NET ASSETS $1 BILLION OF NET ASSETS $1 BILLION OF NET ASSETS
PORTFOLIO
---------
All Cap Growth Trust ................ 0.850% 0.825% 0.800%
BETWEEN
BETWEEN $500 MILLION
FIRST $300 MILLION AND EXCESS OVER
$300 MILLION AND $500 MILLION $1 BILLION OF $1 BILLION OF
OF AGGREGATE OF AGGREGATE AGGREGATE AGGREGATE
PORTFOLIO NET ASSETS NET ASSETS NET ASSETS NET ASSETS
---------
Capital Appreciation Trust(1) 0.850% 0.800% 0.700% 0.670%
----------
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 Xxxx Xxxxxxx Funds II, are included.
EXCESS OVER
FIRST $500 MILLION $500 MILLION OF
OF AGGREGATE NET AGGREGATE NET
PORTFOLIO ASSETS ASSETS
---------
Emerging Small Company Trust(1) 0.970% 0.900%*
----------
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 Xxxx Xxxxxxx Funds II, are included.
NEW PORTFOLIOS
EXCESS OVER
FIRST $100 MILLION $100 MILLION OF
OF AGGREGATE NET AGGREGATE NET
PORTFOLIO ASSETS ASSETS
---------
International Small Company Trust(1) 1.03% 0.980%
----------
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 Xxxx Xxxxxxx Funds II, are
included.
BETWEEN BETWEEN
FIRST $250 $250 MILLION AND $500 MILLION AND EXCESS OVER
MILLION OF $500 MILLION OF $1 BILLION OF $1 BILLION OF
AGGREGATE AGGREGATE NET AGGREGATE NET AGGREGATE NET
PORTFOLIO NET ASSETS ASSETS ASSETS ASSETS
---------
Mid Cap Value Equity Trust(1) 0.875% 0.850% 0.825% 0.800%
----------
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 Xxxx Xxxxxxx Funds II, are included.
BETWEEN
$200 MILLION
FIRST AND $500 EXCESS OVER
$200 MILLION MILLION OF $500 MILLION OF
OF A AGGREGATE NET AGGREGATE NET AGGREGATE NET
PORTFOLIO ASSETS ASSETS ASSETS
---------
Absolute Return Trust(1)............ 0.20% 0.175% 0.150%
----------
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 Xxxx Xxxxxxx Funds II, are included.
BETWEEN
$250
FIRST MILLION AND EXCESS OVER
$250 MILLION $500 MILLION $500 MILLION OF
OF AGGREGATE OF AGGREGATE AGGREGATE
PORTFOLIO NET ASSETS NET ASSETS NET ASSETS
---------
Real Estate Equity Trust(1) 0.875% 0.850% 0.825%
----------
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 Xxxx Xxxxxxx Funds II, are included.
BETWEEN
$500 MILLION
FIRST AND EXCESS OVER
$500 MILLION $750 MILLION $750 MILLION OF
OF AGGREGATE OF AGGREGATE AGGREGATE
PORTFOLIO NET ASSETS NET ASSETS NET ASSETS
---------
Global Real Estate Trust(1) 0.950% 0.925% 0.900%
----------
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 Xxxx Xxxxxxx Funds II, are included.
BETWEEN BETWEEN
FIRST $150 MILLION AND $500 MILLION AND EXCESS OVER
$150 MILLION $500 MILLION OF $2.5 BILLION OF $2.5 BILLION
PORTFOLIO OF AGGREGATE AGGREGATE AGGREGATE OF AGGREGATE
--------- NET ASSETS NET ASSETS NET ASSETS NET ASSETS
High Income Trust(1) 0.725% 0.675% .650% .600%
----------
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 Xxxx Xxxxxxx Funds II, are included.