AMENDMENT TO SUBADVISORY AGREEMENT
AMENDMENT TO SUBADVISORY AGREEMENT
AMENDMENT made as of this 1st day of May, 2003 to the Subadvisory Agreement dated April 30,
2001 (the “Agreement”), between Manufacturer’s Securities Services, LLC, a Delaware limited
liability company (the “Adviser”), and Lord Xxxxxx & Co. LLC, a Delaware limited liability company
(the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree
as follows:
1. CHANGE IN APPENDIX A
Appendix A to the Agreement is hereby amended to add the subadvisory fee for the All Cap Value
Trust as set forth in the revised Appendix A attached to this Amendment.
2. CONSULTATIONS WITH OTHER SUBADVISERS
The Subadviser is prohibited from consulting with the entities listed below concerning
transactions for a Portfolio in securities or other assets:
1. other subadvisers to a Portfolio;
2. other subadvisers to a Trust portfolio; and
3. other subadvisers to a portfolio under common control with the Portfolio.
3. EFECTIVE DATE
This Amendment shall become effective with respect to the All Cap Value Trust on the later to
occur of: (i) approval of the Amendment by the Board of Trustees of Manufacturers Investment Trust,
(ii) execution of the Amendment and (iii) May 1, 2003.
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.
Manufacturers Securities Services, LLC
By:
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The Manufacturers Life Insurance Company (U.S.A.), its managing member | |||
By:
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/s/Xxxxx X. Xxxxxxxxx
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| Xxxxx X. Xxxxxxxxx, Executive Vice President, Secretary and General Counsel |
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Lord Xxxxxx & Co. LLC
By:
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/s/Xxxxxxxx X. Xxxxxx
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| Member and Deputy General Counsel |
APPENDIX A
The Subadviser shall serve as investment subadviser for the following portfolios 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 | ||||||||||||
Mid Cap Value Trust |
||||||||||||||||
| Between | ||||||||||||
| $250,000,000 | ||||||||||||
| First | and | Excess over | ||||||||||
| Portfolio | $250,000,000 | $500,000,000 | $500,000,000 | |||||||||
All Cap Value Trust |
||||||||||||
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.
