AMENDMENT TO SUBADVISORY AGREEMENT MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
AMENDMENT TO SUBADVISORY AGREEMENT
MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
AMENDMENT made as of this 17th day of October, 2005 to the Subadvisory Agreement
dated May 1, 2003, as amended (the “Agreement”), between Xxxx Xxxxxxx Investment Management
Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited liability
company (the “Adviser”), and MFC Global Investment Management (U.S.A.) Limited, a Canadian
corporation (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.
| 2. | EFFECTIVE 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.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
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.), Managing Member | ||||
| By: | /s/Xxxx X. XxxXxxx III | |||
| Xxxx X. XxxXxxx III | ||||
| Chairman | ||||
| MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED |
||||
| By: | /s/Xxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxx | |||
| Title: | General Counsel, Secretary and Chief Compliance Officer | |||
2
APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed
below. 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* | |
Emerging Growth Trust |
| Between | ||||||
| $1.5 billion | ||||||
| First | and | Excess Over | ||||
| $1.5 billion | $7.5 billion | $7.5 billion | ||||
| of Aggregate | of Aggregate | of Aggregate | ||||
| Portfolio | Net Assets* | Net Assets* | Net Assets* | |||
Lifestyle Aggressive 1000 Trust |
||||||
Lifestyle Growth 820 Trust |
||||||
Lifestyle Balanced 640 Trust |
||||||
Lifestyle Moderate 460 Trust |
||||||
Lifestyle Conservative 280 Trust |
| First | Excess Over | |||
| $500 million | $500 million | |||
| of Aggregate | of Aggregate | |||
| Portfolio | Net Assets* | Net Assets* | ||
Pacific Rim Trust |
| First | Excess Over | |||
| $50 million | $50 million | |||
| of Aggregate | of Aggregate | |||
| Portfolio | Net Assets* | Net Assets* | ||
Quantitative All Cap Trust |
| First | Excess Over | |||
| $200 million | $200 million | |||
| of Aggregate | of Aggregate | |||
| Portfolio | Net Assets* | Net Assets* | ||
Quantitative Mid Cap Trust |
A-1
| Between | ||||||
| $500 million | ||||||
| First | and | Excess Over | ||||
| $500 million | $1 billion | $1 billion | ||||
| of Aggregate | of Aggregate | of Aggregate | ||||
| Portfolio | Net Assets* | Net Assets* | Net Assets* | |||
Quantitative Value Trust |
| First | Excess Over | |||
| $500 million | $500 million | |||
| of Aggregate | of Aggregate | |||
| Portfolio | Net Assets* | Net Assets* | ||
500 Index Trust B |
||||
Money Market Trust B |
||||
Money Market Trust |
| Between | ||||||
| $250 million | ||||||
| First | and | Excess Over | ||||
| $250 million | $500 million | $500 million | ||||
| of Aggregate | of Aggregate | of Aggregate | ||||
| Portfolio | Net Assets* | Net Assets* | Net Assets* | |||
Small Cap Index Trust |
||||||
Mid Cap Index Trust |
||||||
Total Stock Market Index Trust |
||||||
500 Index Trust |
| * | The term Aggregate Net Assets includes the net assets of a Portfolio of the 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. |
A-2
| Trust Portfolio(s) | Other Portfolio(s) | |||
Lifestyle Aggressive 1000 Trust
|
— | Lifestyle Growth 820 Trust | ||
| Lifestyle Balanced 640 Trust | ||||
| Lifestyle Moderate 460 Trust | ||||
| Lifestyle Conservative 280 Trust, | ||||
| each a series of Xxxx Xxxxxxx Trust and | ||||
| Lifestyle Aggressive Trust | ||||
| Lifestyle Growth Trust | ||||
| Lifestyle Balanced Trust | ||||
| Lifestyle Moderate Trust | ||||
| Lifestyle Conservative Trust, | ||||
| each a series of Xxxx Xxxxxxx Funds II | ||||
Lifestyle Growth 820 Trust
|
Lifestyle Aggressive 1000 Trust | |||
| Lifestyle Balanced 640 Trust | ||||
| Lifestyle Moderate 460 Trust | ||||
| Lifestyle Conservative 280 Trust, | ||||
| each a series of Xxxx Xxxxxxx Trust and | ||||
| Lifestyle Aggressive Trust | ||||
| Lifestyle Growth Trust | ||||
| Lifestyle Balanced Trust | ||||
| Lifestyle Moderate Trust | ||||
| Lifestyle Conservative Trust, | ||||
| each a series of Xxxx Xxxxxxx Funds II | ||||
Lifestyle Balanced 640 Trust
|
Lifestyle Aggressive 1000 Trust | |||
| Lifestyle Growth 820 Trust | ||||
| Lifestyle Moderate 460 Trust | ||||
| Lifestyle Conservative 280 Trust, | ||||
| each a series of Xxxx Xxxxxxx Trust and | ||||
| Lifestyle Aggressive Trust | ||||
| Lifestyle Growth Trust | ||||
| Lifestyle Balanced Trust | ||||
| Lifestyle Moderate Trust | ||||
| Lifestyle Conservative Trust, | ||||
| each a series of Xxxx Xxxxxxx Funds II |
A-3
| Trust Portfolio(s) | Other Portfolio(s) | |||
Lifestyle Moderate 460 Trust
|
Lifestyle Aggressive 1000 Trust | |||
| Lifestyle Growth 820 Trust | ||||
| Lifestyle Balanced 640 Trust | ||||
| Lifestyle Conservative 280 Trust, | ||||
| each a series of Xxxx Xxxxxxx Trust and | ||||
| Lifestyle Aggressive Trust | ||||
| Lifestyle Growth Trust | ||||
| Lifestyle Balanced Trust | ||||
| Lifestyle Moderate Trust | ||||
| Lifestyle Conservative Trust, | ||||
| each a series of Xxxx Xxxxxxx Funds II | ||||
Lifestyle Conservative 280 Trust
|
Lifestyle Aggressive 1000 Trust | |||
| Lifestyle Growth 820 Trust | ||||
| Lifestyle Balanced 640 Trust | ||||
| Lifestyle Moderate 460 Trust, | ||||
| each a series of Xxxx Xxxxxxx Trust and | ||||
| Lifestyle Aggressive Trust | ||||
| Lifestyle Growth Trust | ||||
| Lifestyle Balanced Trust | ||||
| Lifestyle Moderate Trust | ||||
| Lifestyle Conservative Trust, | ||||
| each a series of Xxxx Xxxxxxx Funds II. | ||||
Pacific Rim Trust
|
Pacific Rim Fund, a series of Xxxx Xxxxxxx Funds II | |||
Quantitative All Cap Trust
|
Quantitative All Cap Fund, a series of Xxxx Xxxxxxx Funds II | |||
Quantitative Mid Cap Trust
|
Quantitative Mid Cap Fund, a series of Xxxx Xxxxxxx Funds II | |||
Quantitative Value Trust
|
Quantitative Value Fund, a series of Xxxx Xxxxxxx Funds II | |||
Quantitative Equity Trust
|
Quantitative Equity Fund, a series of Xxxx Xxxxxxx Funds II | |||
500 Index Trust B
|
500 Index Fund B, a series of Xxxx Xxxxxxx Funds II |
A-4
| Trust Portfolio(s) | Other Portfolio(s) | |||
Money Market Index Trust B
|
Money Market Index Fund B, a series of Xxxx Xxxxxxx Funds II | |||
Money Market Trust
|
Money Market Fund, a series of Xxxx Xxxxxxx Funds II | |||
Small Cap Index Trust
|
Small Cap Index Fund, a series of Xxxx Xxxxxxx Funds II | |||
Mid Cap Index Trust
|
Mid Cap Index Fund, a series of Xxxx Xxxxxxx Funds II | |||
Total Stock Market Index Trust
|
Total Stock Market Index Fund, a series of Xxxx Xxxxxxx Funds II | |||
500 Index Trust
|
500 Index Fund, a series of Xxxx Xxxxxxx Funds II |
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 (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.
A-5
