Exhibit 99.6(c)(c)
XXXX SUBADVISORY AGREEMENT
MANUFACTURERS INVESTMENT TRUST
SUBADVISORY AGREEMENT
AGREEMENT made this 23rd day of November, 2002, between Manufacturers
Securities Services, LLC, a Delaware limited liability company (the "Adviser"),
and Deutsche Asset Management, Inc., a Delaware Corporation (the "Subadviser").
In consideration of the mutual covenants contained herein, the parties agree as
follows:
1. APPOINTMENT OF SUBADVISER
The Subadviser undertakes to act as investment subadviser to, and, subject
to the supervision of the Trustees of Manufacturers Investment Trust (the
"Trust") and the terms of this Agreement, to manage the investment and
reinvestment of the assets of the Portfolios specified in Appendix A to this
Agreement as it shall be amended by the Adviser and the Subadviser from time to
time (the "Portfolios"). The Subadviser will be an independent contractor and
will have no authority to act for or represent the Trust or Adviser in any way
except as expressly authorized in this Agreement or another writing by the Trust
and Adviser.
2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST
a. Subject always to the direction and control of the Trustees of the Trust,
the Subadviser will manage the investments and determine the composition
of the assets of the Portfolios in accordance with the Portfolios'
registration statement, as amended and provided to the Subadviser from
time to time. In fulfilling its obligations to manage the investments and
reinvestments of the assets of the Portfolios, the Subadviser will:
i. obtain and evaluate pertinent economic, statistical, financial and
other information affecting the economy generally and individual
companies or industries the securities of which are included in the
Portfolios or are under consideration for inclusion in the
Portfolios;
ii. formulate and implement a continuous investment program for each
Portfolio consistent with the investment objectives and related
investment policies for each such Portfolio as described in the
Trust's registration statement, as amended and provided to the
Subadviser from time to time. The Adviser shall notify the
Subadviser in advance of any amendments thereto relating to the
Portfolio; Further, failure of the Subadviser to meet the investment
objectives of the Portfolio as described in the Trust's registration
statement will not constitute a breach of this Agreement.
iii. take whatever steps are necessary to implement these investment
programs by the purchase and sale of securities including the
placing of orders for such purchases and sales;
iv. regularly report to the Trustees of the Trust with respect to the
implementation of these investment programs; and
v. provide assistance to the Trust's Custodian regarding the fair value
of securities held by the Portfolios for which market quotations are
not readily available.
b. The Subadviser, at its expense, will furnish (i) all necessary investment
and management facilities, including salaries of personnel required for it
to execute its duties faithfully, and (ii) administrative
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facilities, including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the management of the investments
of the Portfolios (excluding determination of net asset value and
shareholder accounting services).
c. The Subadviser will have complete discretion to select brokers and
dealers, which may be brokers or dealers that are affiliated with
Subadviser, to effect all transactions subject to the following
conditions: The Subadviser will place all necessary orders with brokers,
dealers, or issuers, and will negotiate brokerage commissions if
applicable. The Subadviser is directed at all times to seek to execute
brokerage transactions for the Portfolios in accordance with such policies
or practices as may be established by the Trustees and described in the
Trust's registration statement as amended. Subject to such policies or
practices as may be described in the registration statement, as amended,
in Subadviser's selection of such brokers and dealers, it is understood
and agreed that Subadviser may take into consideration the broker's
commission rates or principal spreads, research capabilities, executions,
reliability, efficiency and other factors, and that, subject to compliance
with Section 28(e) of the Securities Exchange Act of 1934, Subadviser
shall have no duty to obtain the lowest commission or best net price for
the Portfolios on any particular transaction The Subadviser may pay a
broker-dealer which provides research and brokerage services a higher
spread or commission for a particular transaction than otherwise might
have been charged by another broker-dealer, if the Subadviser determines
that the higher spread or commission is reasonable in relation to the
value of the brokerage and research services that such broker-dealer
provides, viewed in terms of either the particular transaction or the
Subadviser's overall responsibilities with respect to accounts managed by
the Subadviser. The Subadviser may use for the benefit of the Subadviser's
other clients, or make available to companies affiliated with the
Subadviser or to its directors for the benefit of its clients, any such
brokerage and research services that the Subadviser obtains from brokers
or dealers. The Trust shall be responsible for all brokerage fees and
costs.
d. On occasions when the Subadviser deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as other clients of
the Subadviser, the Subadviser to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation to, aggregate the
securities to be purchased or sold to attempt to obtain a more favorable
price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Subadviser in
the manner the Subadviser considers to be the most equitable and
consistent with its fiduciary obligations to the Portfolio and to its
other clients.
e. Subject to applicable laws and regulations, including Rule 10f-3 under the
Investment Company Act of 1940, Subadviser may purchase securities from an
unaffiliated syndicate member in an underwriting in which an affiliated
broker-dealer participates in the management activities of the syndicate.
f. Physical custody of all Portfolio assets, including cash and equivalents,
shall be held by a custodian appointed thereby. Subadviser shall at no
time receive, retain nor physically control any assets forming any part of
the Portfolios. All transactions authorized by this Agreement shall be
transacted through the custodian. Subadviser shall not be liable to the
Adviser, the Trust or the Trustees for any action or omission of the
custodian.
g. The Subadviser will maintain all accounts, books and records with respect
to the Portfolios as are required of an investment adviser of a registered
investment company pursuant to the Investment Company Act of 1940 (the
"Investment Company Act") and Investment Advisers Act of 1940 (the
"Investment Advisers Act") and the rules thereunder.
h The Subadviser shall vote all proxies received in connection with
securities held by the Portfolios.
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i The Subadviser shall be entitled to sub-delegate, where necessary, the
performance of any or all of the services hereunder to any member of a
company controlled by Deutsche Bank AG ("Group Companies"), provided that
if such delegation would violate the anti-assignment provisions of the
Investment Advisers Act, then it shall not be permitted without the
approval of the Trustees.
j. No warranty is given by the Subadviser as to the performance or
profitability of the Portfolio or any part of it.
k. The Adviser and the Trustees acknowledge receipt and review of a copy of
Subadviser's Form ADV Part II. The Adviser may terminate this contract
within five business days of receipt of Form ADV Part II without penalty.
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3. COMPENSATION OF SUBADVISER
The Adviser will pay the Subadviser with respect to each Portfolio the
compensation specified in Appendix A to this Agreement.
4. LIABILITY OF SUBADVISER
a. Neither the Subadviser nor any of its directors, officers or employees shall
be liable to the Adviser or the Trust for any error of judgment or mistake of
law or for any loss suffered by the Adviser or Trust in connection with the
matters to which this Agreement relates except for losses resulting from willful
misfeasance, bad faith or gross negligence in the performance of, or from the
reckless disregard of, the duties of the Subadviser or any of its directors.
b. The Subadviser and any of its directors, officers or employees shall not in
any event have any liability to the Adviser to the extent that performance of
its obligations is prevented or impeded as a consequence of any circumstances
beyond its reasonable control, including (without limitation) nationalization,
currency restrictions, acts of war, acts of God, breakdown or failure of
transmission or communications or computer facilities that is not due to the
negligence of the Subadviser or any of its affiliates, postal or other strikes
or industrial action, Government action, or the failure or disruption of any
stock exchange, clearing house, settlements system or market.
5. CONFLICTS OF INTEREST
It is understood that trustees, officers, agents and shareholders of the
Trust are or may be interested in the Subadviser as trustees, officers, partners
or otherwise; that employees, agents and partners of the Subadviser are or may
be interested in the Trust as trustees, officers, shareholders or otherwise;
that the Subadviser may be interested in the Trust; and that the existence of
any such dual interest shall not affect the validity hereof or of any
transactions hereunder except as otherwise provided in the Agreement and
Declaration of Trust of the Trust or by specific provision of applicable law.
6. REGULATION
The Subadviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
7. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective with respect to each Portfolio on
the later of (i) its execution and (ii) the date of the meeting of the Board of
Trustees of the Trust, at which meeting this Agreement is approved as described
below. The Agreement will continue in effect for a period more than two years
from the date of its execution only so long as such continuance is specifically
approved at least annually either by the Trustees of the Trust or by a majority
of the outstanding voting securities of each of the Portfolios, provided that in
either event such continuance shall also be approved by the vote of a majority
of the Trustees of the Trust who are not interested persons (as defined in the
Investment Company Act) of any party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. Any required
shareholder approval of the Agreement or of any continuance of the Agreement
shall be effective with respect to any Portfolio if a majority of the
outstanding voting securities of the series (as defined in Rule 18f-2(h) under
the Investment Company Act) of shares of that Portfolio votes to approve the
Agreement or its continuance, notwithstanding that the Agreement or its
continuance may not have been approved by a majority of the outstanding voting
securities of (a) any other Portfolio affected by the Agreement or (b) all the
portfolios of the Trust.
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If any required shareholder approval of this Agreement or any continuance
of the Agreement is not obtained, the Subadviser will continue to act as
investment subadviser with respect to such Portfolio pending the required
approval of the Agreement or its continuance or of a new contract with the
Subadviser or a different adviser or subadviser or other definitive action;
provided, that the compensation received by the Subadviser in respect of such
Portfolio during such period is in compliance with Rule 15a-4 under the
Investment Company Act.
This Agreement may be terminated at any time, without the payment of any
penalty, (i) by the Trustees of the Trust, by the vote of a majority of the
outstanding voting securities of the Trust, or with respect to any Portfolio by
the vote of a majority of the outstanding voting securities of such Portfolio,
either on sixty days' written notice to the Adviser and the Subadviser, or (ii)
by the Adviser or Subadviser on sixty days' written notice to the Trust and the
other party. This Agreement will automatically terminate, without the payment of
any penalty, in the event of its assignment (as defined in the Investment
Company Act) or in the event the Advisory Agreement between the Adviser and the
Trust terminates for any reason.
All acts done by Subadviser pursuant to this Agreement prior to the
termination date shall be fully binding upon Adviser and the Trust and upon the
successors and assigns of each. Adviser's and/or the Trust's obligations to pay
all brokerage, custodian and Subadviser compensation and other expenses of the
Trust arising under this Agreement prior to the termination date shall survive
termination of this Agreement.
8. PROVISION OF CERTAIN INFORMATION BY SUBADVISER
The Subadviser will promptly notify the Adviser in writing of the
occurrence of any of the following events:
a. the Subadviser fails to be registered as an investment adviser under the
Investment Advisers Act or under the laws of any jurisdiction in which the
Subadviser is required to be registered as an investment adviser in order
to perform its obligations under this Agreement;
b. the Subadviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust; and
c. any change in actual control or management of the Subadviser or the
portfolio manager of any Portfolio.
9. SERVICES TO OTHER CLIENTS
The Adviser understands, and has advised the Trust's Board of Trustees,
that the Subadviser now acts, or may in the future act, as an investment adviser
to fiduciary and other managed accounts and as investment adviser or subadviser
to other investment companies. Further, the Adviser understands, and has advised
the Trust's Board of Trustees that the Subadviser and its affiliates may give
advice and take action for its accounts, including investment companies, which
differs from advice given on the timing or nature of action taken for the
Portfolio. The Subadviser is not obligated to initiate transactions for a
Portfolio in any security which the Subadviser, affiliates or employees may
purchase or sell for their own accounts or other clients.
10. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by the vote of a majority of the Trustees of the Trust and
by the vote of a majority of the Trustees of the Trust who are not interested
persons of any party to this Agreement cast in person at a meeting called for
the purpose of voting on such approval. Any required shareholder approval shall
be effective with respect to any
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Portfolio if a majority of the outstanding voting securities of that Portfolio
vote to approve the amendment, notwithstanding that the amendment may not have
been approved by a majority of the outstanding voting securities of (a) any
other Portfolio affected by the amendment or (b) all the portfolios of the
Trust.
11. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties.
12. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
13. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of the Trust or
applicable party in person or by registered mail or a private mail or delivery
service providing the sender with notice of receipt. Notice shall be deemed
given on the date delivered or mailed in accordance with this paragraph.
14. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in
law or in equity, the Agreement shall be construed, insofar as is possible, as
if such portion had never been contained herein.
15. Representations OF THE ADVISER
(a.) The Adviser represents, warrants and agrees on a continuing basis the
following:-
1. it has the authority to enter into this Agreement, and that it has taken
all steps necessary to appoint the Subadviser to perform the services
envisaged in this Agreement;
2. it is duly authorized and empowered to perform its duties and obligations
hereunder and that the terms of this Agreement do not constitute a breach
of any obligations by which the Adviser is bound whether arising by
contract, operation of law or otherwise;
3. as a condition of the provision of services by the Subadviser hereunder,
it will provide to the Subadviser such documents as it may require as
evidence of the Adviser's authority to enter into this Agreement, and will
forthwith advise the Subadviser of any variation of or supplements to such
documents relevant to the authority of the Adviser to enter into this
Agreement;
4. it will notify the Subadviser promptly if there is any change to the
investment policies of the Portfolio and will provide such other relevant
information as the Subadviser may from time to time reasonably require in
order to fulfill its legal, regulatory and contractual obligations
relating to fulfilling its obligations under this Agreement. The Adviser
acknowledges that a failure to provide such information may adversely
affect the quality of the services that the Subadviser may provide;
5. it has delivered to Subadviser a true and complete copy of the Portfolios'
prospectus and statement of additional information as well as all
applicable procedures adopted by the Board of the Trustees of the Trust
and will promptly provide the Subadviser with amendments to these
documents;
6. except as Subadviser has been informed in writing to the contrary and
except as otherwise provided in the Portfolios' prospectus and statement
of additional information and any of the Trust policies that have been
provided to the Subadviser, there are no restrictions which would prevent
or limit investment of assets of the Portfolios in any manner whatsoever
and that if any such restriction should be effected, Subadviser shall be
promptly informed in writing as to the nature and extent of any such
restriction; and
7. The Subadviser is responsible for ensuring that each Portfolio complies
with all applicable investment restrictions set forth in (a) each
Portfolio's prospectus and statement of additional
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information, (b) any Trust procedures that are provided to the Subadviser
and (c) in all applicable laws and regulations, including without
limitation, the Investment Company Act of 1940 and the Internal Revenue
Code. The Adviser is responsible for compliance with any applicable
investment restrictions that apply to all Trust portfolios in the
aggregate.
(b.) The Subadviser represents, warrants and agrees on a continuing basis
the following:
1. it is duly registered as an investment adviser under the Investment
Advisers Act of 1940,
2. it has the authority to enter into this Agreement,
3. it is duly authorized and empowered to perform its duties and obligations
hereunder and that the terms of this Agreement do not constitute a breach
of any obligations by which the Subadviser is bound whether arising by
contract, operation of law or otherwise;
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16. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of The Commonwealth of Massachusetts, or any of the
applicable provisions of the Investment Company Act. To the extent that the laws
of The Commonwealth of Massachusetts, or any of the provisions in this
Agreement, conflict with applicable provisions of the Investment Company Act,
the latter shall control.
17. LIMITATION OF LIABILITY
The Agreement and Declaration of Trust dated September 28, 1988, a copy of
which, together with all amendments thereto (the "Declaration"), is on file in
the office of the Secretary of The Commonwealth of Massachusetts, provides that
the name "Manufacturers Investment Trust" refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals or personally; and
no Trustee, shareholder, officer, employee or agent of the Trust shall be held
to any personal liability, nor shall resort be had to their private property,
for the satisfaction of any obligation or claim, in connection with the affairs
of the Trust or any portfolio thereof, but only the assets belonging to the
Trust, or to the particular Portfolio with respect to which such obligation or
claim arose, shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
Manufacturers Securities Services, LLC
by: The Manufacturers Life Insurance Company (U.S.A.),
Managing Member
/s/Xxxxx X.Xxxxxxxxx
--------------------
Xxxxx X. Xxxxxxxxx, Executive Vice President,
Secretary and General Counsel
Deutsche Asset Management, Inc.
by: /s/Xxxxxxx X. Xxxxxxxx
----------------------
Xxxxxxx X. Xxxxxxxx
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APPENDIX A
The Subadviser shall serve as investment subadviser for the following
Portfolio(s) of the Trust. The Adviser will pay the Subadviser, as full
compensation for all services provided under this Agreement, the fee computed
separately for each such Portfolio at an annual rate as follows (the "Subadviser
Percentage Fee"):
BETWEEN BETWEEN
$50,000,000 $200,000,000
FIRST AND AND EXCESS OVER
PORTFOLIO $50,000,000 $200,000,000 $500,000,000 $500,000,000
--------- ----------- ------------ ------------ ------------
Real Estate Securities Trust .25% .25% .25% .25%
Dynamic Growth Trust .500% .500% .500% .450%
All Cap Core Trust .350% .350% .350% .300%
The Subadviser Percentage 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. 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
rate described in the preceding paragraph, and multiplying this product by the
net assets of the Portfolio as determined in accordance with the Trust's
prospectus and statement of additional information as of the close of business
on the previous business day on which the Trust was open for business.
If this Agreement becomes effective or terminates 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, 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 occurs.
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