AMENDMENT TO SUBADVISORY CONSULTING AGREEMENT DEUTSCHE ASSET MANAGEMENT, INC.
AMENDMENT TO SUBADVISORY CONSULTING AGREEMENT
DEUTSCHE ASSET MANAGEMENT, INC.
AMENDMENT made as of this 17th day of October, 2005 to the Amended and Restated
Subadvisory Agreement dated April 30, 2004 (the “Agreement”) among Xxxx Xxxxxxx Investment
Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited
liability company (the “Adviser”), MFC Global Investment Management (U.S.A.) Limited, a Canadian
Corporation (the “Subadviser”) and Deutsche Asset Management, Inc., a Delaware corporation (the
“Deutsche”). In consideration of the mutual covenants contained herein, the parties agree as
follows:
1. CHANGE IN APPENDIX A
Appendix A of the Agreement, “Compensation of Deutsche,” is hereby amended:
| a. | to change the subadvisory consulting fee for the following portfolios: | ||
| Lifestyle Aggressive 1000 Trust | |||
| Lifestyle Growth 820 Trust | |||
| Lifestyle Balanced 640 Trust | |||
| Lifestyle Moderate 460 Trust | |||
| Lifestyle Conservative 280 Trust |
2. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS
As required by Rule 17a-10 under the Investment Company Act of 1940, Deutsche 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 | ||
| 3. | other subadvisers to a portfolio under common control with the Portfolio |
3. EFFECTIVE 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.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
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.), | |||||
| Managing Member | ||||||
| By: | /s/Xxxx X. XxxXxxx III | |||
| Xxxx X. XxxXxxx III | ||||
| Chairman | ||||
| MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED |
||||
| By: | /s/Xxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxx | |||
| Title: | General Counsel, Secretary and Chief Compliance Officer | |||
| DEUTSCHE ASSET MANAGEMENT, INC. |
||||
| By: | /s/Xxxxxx X. Tomchack | |||
| Name: | Xxxxxx X. Tomchack | |||
| Title: | Director | |||
2
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”):
| Between | ||||||||||||
| $1.5 billion | ||||||||||||
| First | and | Excess Over | ||||||||||
| $1.5 billion | $7.5 billion | $7.5 billion | ||||||||||
| of Aggregate | of Aggregate | of Aggregate | ||||||||||
| Portfolio | Net Assets* | Net Assets* | Net Assets* | |||||||||
Lifestyle Aggressive 1000 Trust |
||||||||||||
Lifestyle Growth 820 Trust |
||||||||||||
Lifestyle Balanced 640 Trust |
||||||||||||
Lifestyle Moderate 460 Trust |
||||||||||||
Lifestyle Conservative 280 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) | |
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, are included. |
A-1
| Trust Portfolio(s) | Other Portfolio(s) | |
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 | ||
| Lifestyle Aggressive Trust | ||
| Lifestyle Growth Trust | ||
| Lifestyle Balanced Trust | ||
| Lifestyle Moderate Trust | ||
| Lifestyle Conservative Trust, | ||
| each a series of Xxxx Xxxxxxx Funds II | ||
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 |
A-2
| Trust Portfolio(s) | Other Portfolio(s) | |
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 |
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 (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.
A-3
