XXXX XXXXXXX TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this ____ day of _____, 2006, to the Amended and Restated
Advisory Agreement dated January 1, 1996, as amended and restated May 1, 1999,
as amended, 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 ("JHIMS" 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 add the following portfolio:
Mid Cap Equity Trust
2. EFFECTIVE DATE
This Amendment shall become effective with respect to the portfolio set
forth above (the "Portfolio") on the later of:
(i) the date of its execution and (ii) approval by the Board of Trustees of the
Trust of this Amendment.
Xxxx Xxxxxxx Trust
By: ___________________________
Xxxx Xxxxxxx Investment Management Services, LLC
By: ___________________________
Appendix A
The Adviser shall serve as investment adviser for the Portfolio of the
Trust listed below. The Trust will pay the Adviser, as full compensation for all
services provided under this Agreement with respect to the Portfolio, the fee
computed separately for the Portfolio at an annual rate as follows (the "Adviser
Fee").
The term Aggregate Net Assets in the chart below includes the net assets of
the Portfolio of the Trust. It also includes with respect to the Portfolio as
indicated in the chart the net assets of one or more other portfolios, but in
each case only for the period during which the subadviser for the Portfolio also
serves as the subadviser for the other portfolio(s) and only with respect to the
net assets of such other portfolio(s) that are managed by the subadviser.
For purposes of determining Aggregate Net Assets and calculating the
Adviser Fee, the net assets of the Portfolio and each other portfolio of the
Trust are determined as of the close of business on the previous business day of
the Trust, and the net assets of each portfolio of each other fund are
determined as of the close of business on the previous business day of that
fund.
The Adviser Fee for the Portfolio shall be based on the applicable annual
fee rate for the Portfolio which for each day shall be equal to (i) the sum of
the amounts determined by applying the annual percentage rates in the table to
the applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net
Assets (the "Applicable Annual Fee Rate"). The Adviser Fee for the Portfolio
shall be accrued and paid daily to the Adviser for each calendar day. 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 Fee Rate, and multiplying
this product by the net assets of the Portfolio. Fees shall be paid either by
wire transfer or check, as directed by the Adviser.
If, with respect to the Portfolio, this Agreement becomes effective or
terminates, or if the manner of determining the Applicable Annual Fee Rate
changes, 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 or from the beginning of such month to the date such
change, 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
or change occurs.
First
$500 million Excess Over
of $500 million of
Aggregate Aggregate Net
Portfolio Net Assets Assets
______________(1)..................... 0.850% 0.825%
(1) For purposes of determining Aggregate Net Assets, the net assets of the Mid
Cap Equity Trust, a series of the Trust, and the Mid Cap Equity Fund, a series
of Xxxx Xxxxxxx Funds II, are included.
2
