XXXX XXXXXXX TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT (the "Amendment") made this 14th day of December, 2005, 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. CHANGES TO APPENDIX A
Appendix A to this Agreement is amended to reflect the addition of new
portfolios to the Trust as noted in the Amendment (collectively, the
"Portfolios").
2. EFFECTIVE DATE
This Amendment shall become effective with respect to each Portfolio on the
later of:
(i) the date of its execution,
(ii) approval by the Board of Trustees of the Trust of the Amendment, and
(iii) if applicable, the date of the meeting of shareholders (or sole
shareholder, if applicable) of the Portfolio called for the purpose of
voting on the Amendment, at which meeting the Amendment shall have been
approved by the vote of a majority of the outstanding voting securities (as
defined in the Investment Company Act of 1940, as amended) of the
Portfolio.
XXXX XXXXXXX TRUST
By:
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XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC
By: XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.),
ITS MANAGING MEMBER
By:
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APPENDIX A
The Adviser shall serve as investment adviser for each 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 each Portfolio, the fee
computed separately for such Portfolio at an annual rate as follows (the
"Adviser Fee"). The Adviser Fee for each Portfolio is stated as an annual
percentage of the current value of the net assets of the Portfolio. The Adviser
Fee, which is accrued daily and payable daily, is calculated for each day by
multiplying the daily equivalent of the annual Adviser Fee for a Portfolio by
the value of the net assets of the Portfolio at the close of business on the
previous business day of the Trust.
If, with respect to any Portfolio, this Agreement becomes effective or
terminates before the end of any month, the Adviser 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.
ALL ASSET LEVELS
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Bond Index Trust A 0.47%
Index Allocation Trust 0.05%
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