[FORM OF AMENDMENT FOR EACH PORTFOLIO]
XXXX XXXXXXX TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this ____ day of _____, 2005, to the Amended and Restated
Advisory Agreement dated January 1, 1996, as amended and restated May 1, 1999,
as amended, and 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 portfolios of the Trust as noted in the Amendment and the addition of
new portfolios (collectively, the "Portfolios").
2. EFFECTIVE DATE
This Amendment shall become effective with respect to each Portfolio on
the later of:
(i) the date of its execution,
(ii) 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
[Small Company Growth Trust
Growth Opportunities Trust
Value Opportunities Trust
Vista Trust
Intrinsic Value Trust
Growth Trust
U.S. Multi Sector Trust
International Growth Trust
Spectrum Income Trust
Value & Restructuring Trust]
