AMENDMENT TO DISTRIBUTION AGREEMENT
DATE SEPTEMBER 28, 2004
The AGREEMENT, dated as of January 1, 2002, as amended June 26, 2003, by
and between Manufacturers Investment Trust (the "Trust") and Manulife Financial
Securities LLC (the "Distributor") is hereby amended as of September 28, 2004 as
follows:
WHEREAS, the Distributor acts as principal underwriter with respect to
each class of shares of the Trust's series;
WHEREAS, the newly adopted Rule 38a-1 under the Investment Company Act of
1940 ("Rule 38a-1") requires the Trust to approve and to oversee the
implementation of the policies and procedures of the Distributor for compliance
with the federal securities laws;
WHEREAS, the Trust and the Distributor desire to comply with Rule 38a-1;
NOW, THEREFORE, the Trust and the Distributor agree as follows:
1. The Distributor will provide the Trust with its written compliance
policies and procedures as required by Rule 38a-1 ("Rule 38a-1 policies
and procedures") for the approval by the Board of Trustees of the Trust.
The Distributor's Rule 38a-1 policies and procedures shall be reasonably
designed to prevent, detect, and correct any material violations of the
federal securities laws as defined in Rule 38a-1, and which include the
Securities Act of 1933, the Securities and Exchange Act of 1934, the
Xxxxxxxx-Xxxxx Act of 2002, the Investment Company Act of 1940, the
Investment Advisers Act of 1940, Title V of the Xxxxx-Xxxxx-Xxxxxx Act
(relating to privacy regulation), any SEC rules adopted under any of these
statutes, the Bank Secrecy Act as it applies to registered investment
company operations (anti-money laundering), and any rules adopted
thereunder by the SEC or the Department of the Treasury ("Federal
Securities Laws").
2. The Distributor will promptly provide the Trust's Chief Compliance Officer
with any material changes that have been made to the Distributor's Rule
38a-1 policies and procedures.
3. The Distributor agrees to cooperate with the Trust in the annual review of
the Distributor's Rule 38a-1 policies and procedures conducted by the
Chief Compliance Officer of the Trust to determine the adequacy of the
Distributor's Rule 38a-1 policies and procedures and the effectiveness of
their implementation (the "Annual Review"). The Distributor also agrees to
cooperate with the Trust in any interim reviews of the Distributor's Rule
38a-1 policies and procedures to determine their adequacy and the
effectiveness of their implementation in response to significant
compliance events, changes in business arrangements, and/or regulatory
developments ("Interim Review"). Such cooperation includes, without
limitation, furnishing such certifications, subcertifications, and
documentation as the Trust's Chief Compliance Officer shall reasonably
request from time to time and implementing changes to the Distributor's
Rule 38a-1 policies and procedures satisfactory to the Trust's Chief
Compliance Officer.
4. The Distributor will provide the Trust with ongoing, direct, and immediate
access to the Distributor's compliance personnel and shall cooperate with
the Trust's Chief Compliance Officer in carrying out the Trust obligations
under Rule 38a-1 to oversee the compliance program of the Distributor.
5. The Distributor will promptly notify Trust in the event that a Material
Compliance Matter, as defined under Rule 38a-1, occurs with respect to the
Distributor's Rule 38a-1 policies and procedures and will cooperate with
the Trust in providing the Trust with periodic and special reports in the
event any Material Compliance Matter occurs. A "Material Compliance
Matter" has the same meaning as the term defined in Rule 38a-1, and
includes any compliance matters that involves: (1) a violation of the
Federal Securities Laws by the Distributor (or its officers, directors,
employees, or agents); (2) a violation of the Distributor's Rule 38a-1
policies and procedures; or (3) a weakness in the design or implementation
of the Distributor's Rule 38a-1 policies and procedures.
6. The Distributor (and anyone acting under the direction of the Distributor)
will refrain from, directly or indirectly, taking any action to coerce,
manipulate, mislead, or fraudulently influence the Trust's Chief
Compliance Officer in the performance of her or his responsibilities under
Rule 38a-1.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
MANUFACTURERS INVESTMENT TRUST
BY: _______________________________________________
Xxxxx X. Xxxxxxxxx, President
MANULIFE FINANCIAL SECURITIES LLC
BY: The Manufacturers Life Insurance Company (U.S.A.), Its Managing Member
BY: _______________________________________________
Xxxxx X. Xxxxxxxxx, Executive Vice President,
Secretary and General Counsel
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