AMENDMENT TO SUBADVISORY AGREEMENT
DECLARATION MANAGEMENT & RESEARCH LLC
AMENDMENT made as of this ___ day of __________ 2005 to the Subadvisory
Agreement dated April 29, 2005 (the "Agreement"), between Xxxx Xxxxxxx
Investment Management Services, LLC (formerly, Manufacturers Securities
Services, LLC), a Delaware limited partnership (the "Adviser"), and Declaration
Management & Research LLC, a Delaware limited liability company (the
"Subadviser"). In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. CHANGE IN APPENDIX A
Appendix A of the Agreement relating to compensation of the Subadviser shall be
deleted and replaced by the attached Appendix A.
3. EFECTIVE DATE
This Amendment shall become effective on the later to occur of: (i)
approval of the Amendment by the Board of Trustees of Xxxx Xxxxxxx Trust and
(ii) execution of the Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
XXXX XXXXXXX INVESTMENT MANAGEMENT
SERVICES, LLC
BY: XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.),
ITS MANAGING MEMBER
By:
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DECLARATION MANAGEMENT & RESEARCH LLC
By:
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APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of
the Trust listed below (portion of the net assets of the Portfolio as shall be
assigned to the Subadviser by the Adviser from time to time in the case of the
Active Bond Trust and the Managed Trust). The Adviser will pay the Subadviser,
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 "Subadviser Fee"):
PORTFOLIO AGGREGATE NET ASSETS
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Bond Index Trust A....................................... [___]%
* The term Aggregate Net Assets includes the net assets of a Portfolio of the
Trust (portion of the net assets of the Portfolio as shall be assigned to
the Subadviser by the Adviser from time to time in the case of the Active
Bond Trust and the Managed Trust). It also includes with respect to each
Portfolio the net assets of one or more other portfolios as indicated
below, 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). For
purposes of determining Aggregate Net Assets and calculating the Subadviser
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 Subadviser Fee for a Portfolio shall be based on the applicable annual
fee rate for the Portfolio which for each day shall be equal to the quotient of
(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 Subadviser 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 within 30 calendar days of
the end of each month. 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. The Adviser shall provide Subadviser with such information as
Subadviser may reasonably request supporting the calculation of the fees paid to
it hereunder. Fees shall be paid either by wire transfer or check, as directed
by Subadviser.
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.
