AMENDMENT TO SUBADVISORY AGREEMENT MFC Global Investment Management (U.S.A.) Limited
AMENDMENT TO SUBADVISORY AGREEMENT
MFC Global Investment Management (U.S.A.) Limited
MFC Global Investment Management (U.S.A.) Limited
AMENDMENT made as of this 30th day of January 2006 to the Subadvisory Agreement
dated May 1, 2003, as amended (the “Agreement”), between Xxxx Xxxxxxx Investment Management
Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited partnership
(the “Adviser”), and MFC Global Investment Management (U.S.A.) Limited, a Canadian corporation (the
“Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as
follows:
1. CHANGE IN APPENDIX A
Appendix A of the Agreement relating to compensation of the Subadviser is amended to add
the Index Allocation Trust.
3. EFECTIVE DATE
This Amendment shall become effective on the later to occur of: (i) approval of the Amendment
by the Board of Trustees of Xxxx Xxxxxxx Trust and (ii) execution of the Amendment.
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.
Xxxx
Xxxxxxx Investment Management Services, LLC
By: Xxxx Xxxxxxx Life Insurance Company (U.S.A.), its managing member
By: Xxxx Xxxxxxx Life Insurance Company (U.S.A.), its managing member
By:
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/s/Xxxx X. Xxxxxx
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| MFC Global Investment Management (U.S.A.) Limited | ||||
By:
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/s/Xxxxx Xxxxxx
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APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of the Trust listed
below. The Adviser will pay the Subadviser, as full compensation for all services provided under
this Agreement with respect to each Portfolio, the fee computed separately for such Portfolio at an
annual rate as follows (the “Subadviser Fee”):
| Portfolio | Aggregate Net Assets* | |
Index Allocation Trust |
| Portfolio | Aggregate Net Assets* | |
Emerging Growth Trust |
| Between | ||||||
| $1.5 billion | ||||||
| First $1.5 billion | and $7.5 | Excess Over | ||||
| of Aggregate Net | billion of Aggregate Net | $7.5 billion of Aggregate | ||||
| Portfolio | Assets* | Assets* | Net Assets* | |||
Lifestyle Aggressive 1000 Trust |
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Lifestyle Growth 820 Trust |
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Lifestyle Balanced 640 Trust |
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Lifestyle Moderate 460 Trust |
||||||
Lifestyle Conservative 280 Trust |
| Excess Over | ||||
| First $500 million of | $500 million of Aggregate Net | |||
| Portfolio | Aggregate Net Assets* | Assets* | ||
Pacific Rim Trust |
| Excess Over | ||||
| First $50 million of | $50 million of Aggregate Net | |||
| Portfolio | Aggregate Net Assets* | Assets* | ||
Quantitative All Cap Trust |
| Excess Over | ||||
| First $200 million of | $200 million of Aggregate Net | |||
| Portfolio | Aggregate Net Assets* | Assets* | ||
Quantitative Mid Cap Trust |
| Between | ||||||
| $500 million and $1 | Excess Over | |||||
| First $500 million of | billion of Aggregate Net | $1 billion of Aggregate Net | ||||
| Portfolio | Aggregate Net Assets* | Assets* | Assets* | |||
Quantitative Value Trust |
| Excess Over | ||||
| First $500 million of | $500 million of Aggregate Net | |||
| Portfolio | Aggregate Net Assets* | Assets* | ||
500 Index Trust B |
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Money Market Trust B |
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Money Market Trust |
| Between | ||||||
| $250 million and $500 | Excess Over | |||||
| First $250 million of | million of Aggregate Net | $500 million of Aggregate Net | ||||
| Portfolio | Aggregate Net Assets* | Assets* | Assets* | |||
Small Cap Index Trust |
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Mid Cap Index Trust |
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Total Stock Market Index Trust |
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500 Index Trust |
| * | The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, 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). For purposes of determining Aggregate Net Assets and calculating the Subadviser 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. |
| Trust Portfolio(s) | Other Portfolio(s) | |||
Index Allocation Trust
|
None | |||
Emerging Growth Trust
|
None | |||
Lifestyle Aggressive 1000 Trust
|
— | Lifestyle Growth 820 Trust | ||
| Lifestyle Balanced 640 Trust | ||||
| Lifestyle Moderate 460 Trust | ||||
| Lifestyle Conservative 280 Trust, each a series | ||||
| of Xxxx Xxxxxxx Trust and | ||||
| Lifestyle Aggressive Trust | ||||
| Lifestyle Growth Trust | ||||
| Lifestyle Balanced Trust | ||||
| Lifestyle Moderate Trust | ||||
| Lifestyle Conservative Trust, | ||||
| each a series of Xxxx Xxxxxxx Funds II | ||||
Lifestyle Growth 820 Trust
|
Lifestyle Aggressive 1000 Trust | |||
| Lifestyle Balanced 640 Trust | ||||
| Lifestyle Moderate 460 Trust | ||||
| Lifestyle Conservative 280 Trust, each a series of Xxxx Xxxxxxx Trust and |
| Trust Portfolio(s) | Other Portfolio(s) | |||
| Lifestyle Aggressive Trust | ||||
| Lifestyle Growth Trust | ||||
| Lifestyle Balanced Trust | ||||
| Lifestyle Moderate Trust | ||||
| Lifestyle Conservative Trust, each a series of
Xxxx Xxxxxxx Funds II |
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Lifestyle Balanced 640 Trust
|
Lifestyle Aggressive 1000 Trust | |||
| Lifestyle Growth 820 Trust | ||||
| Lifestyle Moderate 460 Trust | ||||
| Lifestyle Conservative 280
Trust, each a series of Xxxx Xxxxxxx Trust and |
||||
| Lifestyle Aggressive Trust | ||||
| Lifestyle Growth Trust | ||||
| Lifestyle Balanced Trust | ||||
| Lifestyle Moderate Trust | ||||
| Lifestyle Conservative Trust,
each a series of Xxxx Xxxxxxx Funds II |
||||
Lifestyle Moderate 460 Trust
|
Lifestyle Aggressive 1000 Trust | |||
| Lifestyle Growth 820 Trust | ||||
| Lifestyle Balanced 640 Trust | ||||
| Lifestyle Conservative 280
Trust, each a series of Xxxx Xxxxxxx Trust and |
||||
| Lifestyle Aggressive Trust | ||||
| Lifestyle Growth Trust | ||||
| Lifestyle Balanced Trust | ||||
| Lifestyle Moderate Trust | ||||
| Lifestyle Conservative Trust,
each a series of Xxxx Xxxxxxx Funds II |
||||
Lifestyle Conservative 280 Trust
|
Lifestyle Aggressive 1000 Trust | |||
| Lifestyle Growth 820 Trust | ||||
| Lifestyle Balanced 640 Trust | ||||
| Lifestyle Moderate 460 Trust ,
each a series of Xxxx Xxxxxxx Trust and |
||||
| Lifestyle Aggressive Trust | ||||
| Lifestyle Growth Trust | ||||
| Lifestyle Balanced Trust | ||||
| Lifestyle Moderate Trust | ||||
| Lifestyle Conservative Trust,
each a series of Xxxx Xxxxxxx Funds II. |
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Pacific Rim Trust
|
Pacific Rim Fund, a series of Xxxx Xxxxxxx Funds II | |||
Quantitative All Cap Trust
|
Quantitative All Cap Fund, a series of Xxxx Xxxxxxx Funds II | |||
Quantitative Mid Cap Trust
|
Quantitative Mid Cap Fund, a series of Xxxx Xxxxxxx Funds II |
| Trust Portfolio(s) | Other Portfolio(s) | |||
Quantitative Value Trust
|
Quantitative Value Fund, a series of Xxxx Xxxxxxx Funds II | |||
Quantitative Equity Trust
|
Quantitative Equity Fund, a series of Xxxx Xxxxxxx Funds II | |||
50 Index Trust B
|
500 Index Fund B, a series of Xxxx Xxxxxxx Funds II | |||
Money Market Index Trust B
|
Money Market Index Fund B, a series of Xxxx Xxxxxxx Funds II | |||
Money Market Trust
|
Money Market Fund, a series of Xxxx Xxxxxxx Funds II | |||
Small Cap Index Trust
|
Small Cap Index Fund, a series of Xxxx Xxxxxxx Funds II | |||
Mid Cap Index Trust
|
Mid Cap Index Fund, a series of Xxxx Xxxxxxx Funds II | |||
Total Stock Market Index Trust
|
Total Stock Market Index Fund, a series of Xxxx Xxxxxxx Funds II | |||
500 Index Trust
|
500 Index Fund, a series of Xxxx Xxxxxxx Funds II |
The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the
Portfolio which for each day shall be equal to the quotient of (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
Subadviser 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 within 30 calendar days of the end of each
month. 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. The Adviser shall provide Subadviser with such information as
Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees
shall be paid either by wire transfer or check, as directed by Subadviser.
If, with respect to any 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.
