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Exhibit (d)(11)(b)
MANUFACTURERS INVESTMENT TRUST
SUBADVISORY CONSULTING AGREEMENT
AGREEMENT made this ______ day of ___________________ 2000, between
Manufacturers Adviser Corporation, a Colorado Corporation (the "Subadviser"),
and State Street Global Advisors, a division of State Street Bank and Trust
Company, a Massachusetts trust company ("SSgA"). In consideration of the mutual
covenants contained herein, the parties agree as follows:
1. APPOINTMENT OF SSGA
SSgA undertakes to provide the services described in Section 2 below in
connection with the Subadviser's management of the Lifestyle Aggressive 1000
Trust, the Lifestyle Growth 820 Trust, the Lifestyle Balanced 640 Trust, the
Lifestyle Moderate 460 Trust, and the Lifestyle Conservative 280 Trust
(collectively, the "Lifestyle Trusts"), subject to the supervision of the
Trustees of Manufacturers Investment Trust (the "Trust") and the adviser to the
Trust, Manufacturers Securities Services, LLC (the "Adviser"). SSgA will be an
independent contractor and will have no authority to act for or represent the
Trust or Subadviser in any way except as expressly authorized in this Agreement
or another writing by the Trust and Subadviser.
SSgA represents that it is a "bank" as such term is defined in the
Investment Advisers Act and, therefore, is not required to be registered under
the Investment Advisers Act.
2. SERVICES TO BE RENDERED BY SSGA
a. SSgA will provide the Subadviser the following information and services
as may be requested by the Subadviser from time to time:
i. SSgA will, using SSgA's "Statistical Process Control
Methodology" and the resources provided by its Office of the
Fiduciary Adviser:
- track the performance of each of the investment
portfolios in which the Lifestyle Trusts invest (the
"nonLifestyle Trust portfolios") on an ongoing basis
and identify changes in returns of these portfolios;
- compare performance of the nonLifestyle Trust
portfolios to the performance of comparable
portfolios;
- calculate the probability that the subadvisers to the
nonLifestyle Trust portfolios will outperform their
performance benchmarks;
ii. SSgA will provide computer models, including its Growth Value
Rotation Model, and statistical information to assist the
Subadviser in making asset allocation determinations for the
Lifestyle Trusts. SSgA will also, if requested by the
Subadviser, make such asset allocation determinations.
b. SSgA, at its expense, will furnish all necessary (i) investment and
management facilities, including salaries of personnel required for it
to execute its duties faithfully under this Agreement, and (ii)
administrative facilities, including bookkeeping, clerical personnel
and equipment necessary to execute its obligations under this
Agreement.
3. COMPENSATION OF SSGA
The Subadviser will pay SSgA with respect to each Lifestyle Trust the
compensation specified in Appendix A to this Agreement.
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4. LIABILITY OF SSGA
Neither SSgA nor any of its directors, officers or employees shall be
liable to the Adviser, the Subadviser or the Trust for any error of judgment or
mistake of law or for any loss suffered by the Adviser, the Subadviser or the
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 SSgA or any of
its directors.
5. CONFLICTS OF INTEREST
It is understood that trustees, officers, agents and shareholders of
the Trust are or may be interested in SSgA as trustees, officers, partners or
otherwise; that employees, agents and partners of SSgA are or may be interested
in the Trust as trustees, officers, shareholders or otherwise; that SSgA 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 and
the partnership agreement of SSgA, respectively, or by specific provision of
applicable law.
6. REGULATION
SSgA 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 Lifestyle
Trust on the later of:
(i) its execution,
(ii) the date of the meeting of the Board of Trustees of the Trust, at which
meeting this Agreement is approved as described below,
(iii) the date of the meeting of the shareholders of the Lifestyle Trust at
which meeting this Agreement is approved by the vote of a majority of
the outstanding voting securities (as defined in the Investment Company
Act of 1940 ("Investment Company Act")) of the shareholders of the
Lifestyle Trust,
(iv) disclosure of the terms of this Agreement with respect to the Lifestyle
Trust in the prospectus of Manufacturers Investment Trust, and
(v) May 1, 2000.
The Agreement will continue in effect for a period more than two years
from the date of its execution with respect to each Lifestyle Trust only so long
as such continuance is specifically approved at least annually either (i) by the
Trustees of the Trust or (ii) by a majority of the outstanding voting securities
of the Lifestyle Trusts, 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 Lifestyle
Trust 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
Lifestyle Trust 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 Lifestyle
Trust affected by the Agreement or (b) all the Lifestyle Trusts.
If any required shareholder approval of this Agreement or any
continuance of the Agreement is not obtained, SSgA will continue to provide the
services described herein with respect to the affected Lifestyle Trust pending
the required approval of the Agreement or its continuance or of a new contract
with SSgA or a different adviser or other
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definitive action; provided, that the compensation received by SSgA in respect
of such Lifestyle Trust 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, 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 Lifestyle
Trust by the vote of a majority of the outstanding voting securities of such
portfolio, on sixty days' written notice to the Subadviser and SSgA, or by the
Subadviser or SSgA 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), in the event the Subadvisory Agreement between the Subadviser and the
Adviser terminates for any reason with respect to the Lifestyle Trusts or in the
event the Advisory Agreement between the Adviser and the Trust terminates for
any reason with respect to the Lifestyle Trusts.
8. PROVISION OF CERTAIN INFORMATION BY SSGA
SSgA will promptly notify the Adviser and the Subadviser in writing of
the occurrence of any of the following events:
a. SSgA fails to be a "bank" as such term is defined under the Investment
Advisers Act;
b. SSgA 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 control of SSgA within the meaning of the Investment
Company Act.
9. SERVICES TO OTHER CLIENTS
The Subadviser understands, and has advised the Trust's Board of
Trustees, that SSgA 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 Subadviser understands, and has
advised the Trust's Board of Trustees that SSgA 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
Lifestyle Trusts. SSgA is not obligated to initiate transactions for a Lifestyle
Trust in any security which SSgA, its partners, 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 Lifestyle Trust if a majority of the
outstanding voting securities of that Lifestyle Trust 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 Lifestyle Trust
affected by the amendment or (b) all the Lifestyle Trusts 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.
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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, SSgA or the
Subadviser, as applicable, 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. 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.
16. 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 ADVISER CORPORATION
by: _____________________________________
by: _____________________________________
STATE STREET GLOBAL ADVISORS, A DIVISION OF STATE STREET
BANK AND TRUST COMPANY
by: _____________________________________
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APPENDIX A
The Subadviser will pay SSgA, as full compensation for all services
provided under this Agreement a subadvisory consulting fee for each Lifestyle
Trust at an annual rate as follows:
FIRST EXCESS OVER
PORTFOLIOS $100 MILLION $100 MILLION
Lifestyle Aggressive 1000 Trust........... .075% .050%
Lifestyle Growth 820 Trust................ .075% .050%
Lifestyle Balanced 640 Trust.............. .075% .050%
Lifestyle Moderate 460 Trust.............. .075% .050%
Lifestyle Conservative 280 Trust.......... .075% .050%
The subadvisory consulting fee for each Lifestyle Trust is accrued for
each calendar day and the sum of the daily fee accruals will be paid monthly to
SSgA. 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 applicable Lifestyle Trust 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, will 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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