AMENDMENT TO SUBADVISORY AGREEMENT
AMENDMENT made as of this 30th day of December, 2001 to the Subadvisory
Agreement dated ________ as amended (the "Agreement"), between Manufacturer's
Securities Services, LLC, a Delaware limited partnership (the "Adviser"), and
________________ (the "Subadviser"). In consideration of the mutual covenants
contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Section 3 of the Agreement, "Compensation of Subadviser," is hereby
amended:
a. to change the subadvisory fee for the ______________ Trust;
2. EFFECTIVE DATE
This Amendment shall become effective with respect to each portfolio on
the later to occur of: (i) (ii) approval of the Amendment by the Board of
Trustees of Manufacturers Investment Trust, (ii) execution of the Amendment and
(iii) January 1, 2002.
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.
MANUFACTURERS SECURITIES SERVICES, LLC
By: The Manufacturers Life Insurance Company of North America, its managing
member
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇, President
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President,
Secretary and General Counsel
[SUBADVISER]
by:
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APPENDIX A
The Subadviser shall serve as investment subadviser for the following
portfolios of the Trust. The Adviser will pay the Subadviser, as full
compensation for all services provided under this Agreement, the fee computed
separately for each such Portfolio at an annual rate as follows (the "Subadviser
Percentage Fee"):
BETWEEN BETWEEN
$200,000,000 $500,000,000
FIRST AND AND EXCESS OVER
PORTFOLIO $200,000,000 $500,000,000 $1 MILLION $1 MILLION
____________ Trust........... .% .% .% .%
The Subadviser Percentage 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. 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
rate described in the preceding paragraph, and multiplying this product by the
net assets of the Portfolio as determined in accordance with the Trust's
prospectus and statement of additional information as of the close of business
on the previous business day on which the Trust was open for business.
If this Agreement becomes effective or terminates 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, 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.