AMENDMENT TO SUBADVISORY AGREEMENT LORD, ABBETT & CO. LLC

AMENDMENT TO SUBADVISORY AGREEMENT

LORD, ▇▇▇▇▇▇ & CO. LLC

     AMENDMENT made as of this 17^th day of October, 2005 to the Subadvisory Agreement dated April 30, 2001, as amended (the “Agreement”), between Manufacturers Securities Services, LLC, a Delaware limited liability company (the “Adviser”), and Lord, ▇▇▇▇▇▇ & 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 of the Agreement relating to compensation of the Subadviser shall be deleted and replaced by the attached Appendix A.

2. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS

     The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust’s “Policy Regarding Disclosure of Portfolio Holdings,” as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information.

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 ▇▇▇▇ ▇▇▇▇▇▇▇ 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.

		▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT SERVICES, LLC
		By:		▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company (U.S.A.), Managing Member
		By:		/s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
				▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
				Chairman
		LORD, ▇▇▇▇▇▇ & CO. LLC
		By:		/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Title: Member

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

$200 million

First

and

Excess Over

$200 million

$500 million

$500 million

of Aggregate

of Aggregate

of Aggregate

Portfolio

Net Assets*

Net Assets*

Net Assets*

Mid Cap Value Trust

Between

$250 million

First

and

Excess Over

$250 million

$500 million

$500 million

of Aggregate

of Aggregate

of Aggregate

Portfolio

Net Assets*

Net Assets*

Net Assets*

All Cap Value Trust

Trust Portfolio(s)				Other Portfolio(s)
Mid Cap Value Trust		—		Mid Cap Value Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
All Cap Value Trust				All Cap Value Fund

     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.