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EXHIBIT (d)(16)
MANUFACTURERS INVESTMENT TRUST
SUBADVISORY AGREEMENT
AGREEMENT made this 28th day of January, 1999, between Manufacturers
Securities Services, LLC, a Delaware limited liability company (the "Adviser"),
and A I M Capital Management, Inc., (the "Subadviser"). In consideration of the
mutual covenants contained herein, the parties agree as follows:
WHEREAS, the Adviser represents that it is registered under the Investment
Advisers Act of 1940, as amended (the "Advisers Act") as an investment adviser
and engages in the business of acting as an investment adviser;
WHEREAS, the Subadviser represents that it is registered under the Advisers Act
as an investment adviser and as an investment adviser and engages in the
business of acting as an investment adviser;
WHEREAS, the Adviser represents that it has entered into an investment advisory
agreement wtih the Manufacturers Investment Trust, dated as of January 1, 1996,
as amended (the "Advisory Agreement"), pursuant to which the Adviser shall act
as the investment adviser to the Portfolios specified in Appendix A and has the
authority to delegate certain of its responsibilities thereunder;
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
1. APPOINTMENT OF SUBADVISER
The Subadviser undertakes to act as investment subadviser to, and,
subject to the supervision of the Trustees of the Trust and the Adviser and the
terms of this Agreement, to manage the investment and reinvestment of the assets
of the Portfolios specified in Appendix A to this Agreement as it shall be
amended by the Adviser and the Subadviser from time to time (the "Portfolios").
The Subadviser will be an independent contractor and will have no authority to
act for or represent the Trust or Adviser in any way except as expressly
authorized in this Agreement or another writing by the Trust and Adviser.
2. SERVICES TO BE RENDERED BY THE SUBADVISER
a. Subject always to the direction and control of the Trustees of the
Trust and the Adviser, the Subadviser will manage the investments and
determine the composition of the assets of the Portfolios in accordance
with the Portfolios' registration statement, as amended. The Adviser
agrees promptly to provide for the duration of this Agreement copies of
all amendments and supplements to the current Registration Statement,
Prospectus and the Statement of Additional Information ("Statement")
that relate to: (i) the Subadviser, (ii) any of the Portfolios or (iii)
the management of any of the Portfolios, on or before the effective
date thereof. Until the Adviser delivers any such amendment or
supplement to the Subadviser, the Subadviser shall be fully protected
in relying on the Registration Statement, Prospectus and Statement as
previously furnished to the Subadviser.
In fulfilling its obligations to manage the investments and reinvestments of the
assets of the Portfolios, the Subadviser will:
i. formulate and implement a continuous investment program for
each Portfolio consistent with the investment objectives and
related investment policies for each such Portfolio as
described in the Trust's registration statement;
ii. take whatever steps are necessary to implement these
investment programs by the purchase and sale of securities
including the placing of orders for such purchases and sales;
iii. regularly report to the Trustees of the Trust with respect to
the implementation of these investment programs; and
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iv. provide assistance to the Trust's Custodian, upon request, to
enable Custodian to discharge its responsibilities regarding
the fair value of securities held by the Portfolios for which
market quotations are not readily available.
v. Unless the Adviser gives the Subadviser written instruction to
the contrary, the Subadviser shall use its good faith judgment
in a manner which it reasonably believes best serves the
interests of the Portfolios' shareholders to vote or abstain
from voting all proxies solicited by or with respect to the
issuers of securities in which assets of the Portfolios may be
invested.
vi. The Subadviser has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule
17j-1 under the Investment Company Act, which it will provide
to the Trust. The Subadviser has policies and procedures
regarding the detection and prevention and the misuse of
material, nonpublic information by the Subadviser and it
employees as required by the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Securities
Fraud Enforcement Act of 1988.
The Subadviser, at its expense, will furnish (i) all necessary
investment and management facilities, including salaries of personnel
required for it to execute its duties faithfully, and (ii) sufficient
administrative facilities to perform its obligations under this
Agreement.
The Portfolios will bear certain other expenses to be incurred in its
operation, including, but not limited to, investment advisory fees,
subadvisory fees (other than sub-advisory fees paid pursuant to this
Agreement) and administration fees; fees for necessary professional and
brokerage services; costs relating to local administration of
securities; fees for any pricing service; the costs of regulatory
compliance; and pro rata costs associated with maintaining the Trust's
legal existence and shareholder relations. All other expenses not
specifically assumed by the Subadviser hereunder are borne by the
Adviser or the Trust.
c. The Subadviser will select brokers and dealers to effect all
transactions subject to the following conditions: The Subadviser will
place all necessary orders with brokers, dealers, or issuers, and will
negotiate brokerage commissions if applicable. The Subadviser is
directed at all times to seek to execute brokerage transactions for the
Portfolios in accordance with such policies or practices as may be
established by the Trustees and described in the Trust's registration
statement. The Subadviser's primary consideration in effecting a
security transaction will be execution at the most favorable price. In
selecting a broker-dealer to execute each particular transaction, the
Subadviser will take the following into consideration: the best net
price available; the reliability, integrity and financial condition of
the broker-dealer, the size of and difficulty in executing the order;
and the value of the expected contribution of the broker-dealer to the
investment performance of the Portfolio on a continuing basis.
Accordingly, the price to a Portfolio in any transaction may be less
favorable than that available from another broker-dealer if the
difference is reasonably justified by other aspects of the portfolio
execution services offered. Subject to such policies as the Trustees
may from time to time determine, the Subadviser shall not be deemed to
have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of its having caused a
Portfolio to pay a broker or dealer that provides brokerage and
research services to the Subadviser a higher spread or commission for a
particular transaction than otherwise might have been charged by
another broker-dealer, if the Subadviser determines that the higher
spread or commission is reasonable in relation to the value of the
brokerage and research services that such broker-dealer provides,
viewed in terms of either the particular transaction or the
Subadviser's overall responsibilities with respect to accounts managed
by the Subadviser. The Subadviser is further authorized to allocate the
orders placed by it on behalf of the Portfolios to such brokers and
dealers who also provide research or statistical material, or other
services to the Portfolios or to the Subadviser. Such allocation shall
be in such amount and proportions as the Subadviser shall determine and
the Subadviser will report on said allocations regularly to the
Trustees indicating the brokers to whom such allocations have been made
and the basis therefor. The Subadviser may use for the benefit of the
Subadviser's other clients, or make available to companies affiliated
with the Subadviser or to its directors for the benefit of its clients,
any such brokerage and research services that the Subadviser obtains
from brokers or dealers.
d. On occasions when the Subadviser deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other
clients of the Subadviser, the Subadviser to the extent permitted by
applicable laws and
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regulations, may, but shall be under no obligation to, aggregate the
securities to be purchased or sold to attempt to obtain a more
favorable price or lower brokerage commissions and efficient execution.
In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the
Subadviser in the manner the Subadviser considers to be the most
equitable and consistent with its fiduciary obligations to the
Portfolio and to its other clients.
e. The Subadviser will maintain all accounts, books and records with
respect to the Portfolios as are required of an investment adviser of a
registered investment company pursuant to the Investment Company Act of
1940 (the "Investment Company Act") and Investment Advisers Act of 1940
(the "Investment Advisers Act") and the rules thereunder. The Adviser
will maintain and preserve all books and other records not related to
the Portfolios' investment transactions as required of an investment
adviser of a registered investment company pursuant to the Investment
Company Act of 1940.
3. COMPENSATION OF SUBADVISER
The Adviser will pay the Subadviser with respect to each Portfolio the
compensation specified in Appendix A to this Agreement.
4. LIABILITY OF SUBADVISER
Neither the Subadviser nor any of its directors, officers or employees
shall be liable to the Adviser or the Trust for any error of judgment or mistake
of law or for any loss suffered by the Adviser, the Trust or any shareholders of
the Trust in connection with the matters to which this Agreement relates except
for losses resulting from willful misfeasance, bad faith or gross negligence in
the performance of, or from the reckless disregard of, the duties of the
Subadviser.
5. CONFLICTS OF INTEREST
It is understood that trustees, officers, agents and shareholders of
the Trust are or may be interested in the Subadviser as trustees, officers,
shareholders or otherwise; that employees, agents and partners of the Subadviser
are or may be interested in the Trust as trustees, officers, shareholders or
otherwise; that the Subadviser may be interested in the Trust; and that the
existence of any such dual interest shall not affect the validity hereof or of
any transactions hereunder except as otherwise provided in the Agreement and
Declaration of Trust of the Trust and the certificate of incorporation of the
Subadviser, respectively, or by specific provision of applicable law.
6. REGULATION
The Subadviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
7. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective with respect to each Portfolio on
the later of (i) its execution, (ii) the date of the meeting of the Board of
Trustees of the Trust, at which meeting this Agreement is approved and (iii)
disclosure of the terms of this Agreement with respect to a Portfolio in the
prospectus of Manufacturers Investment Trust. The Agreement will continue in
effect for an initial term of two years and shall continue in effect thereafter
only if approved as required by the Investment Company Act. Any required
shareholder approval of the Agreement or of any continuance of the Agreement
shall be effective with respect to any Portfolio if a majority of the
outstanding voting securities of the series (as defined in Rule 18f-2(h) under
the Investment Company Act) of shares of that Portfolio votes to approve the
Agreement or its continuance, notwithstanding that the Agreement or its
continuance may not have been approved by a majority of the outstanding voting
securities of (a) any other Portfolio affected by the Agreement or (b) all the
portfolios of the Trust.
This Agreement may be terminated at any time, without the payment of
any penalty, by the Trustees of the Trust, by the vote of a majority of the
outstanding voting securities of the Trust, or with respect to any Portfolio by
the vote of a
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majority of the outstanding voting securities of such Portfolio, on sixty days'
written notice to the Adviser and the Subadviser, or by the Adviser or
Subadviser on sixty days' written notice to the Trust and the other party. This
Agreement will automatically terminate, without the payment of any penalty, in
the event of its assignment (as defined in the Investment Company Act) or in the
event the Advisory Agreement between the Adviser and the Trust terminates for
any reason.
8. PROVISION OF CERTAIN INFORMATION BY SUBADVISER
The Subadviser will promptly notify the Adviser in writing of the
occurrence of any of the following events:
a. the Subadviser fails to be registered as an investment adviser under
the Investment Advisers Act or under the laws of any jurisdiction in
which the Subadviser is required to be registered as an investment
adviser in order to perform its obligations under this Agreement;
b. the Subadviser is served or otherwise receives notice of any action,
suit, proceeding, inquiry or investigation, at law or in equity, before
or by any court, public board or body, involving the affairs of the
Trust; and
c. any change in actual control or management of the Subadviser or the
portfolio manager of any Portfolio.
9. SERVICES TO OTHER CLIENTS
The Trust and the Adviser understand that the Subadviser now acts, will
continue to act and may in the future act, as an investment adviser to fiduciary
and other managed accounts and as investment adviser or subadviser to other
investment companies, including any offshore entities, or accounts, and the
Trust has no objection to the Subadviser's so acting, provided that whenever the
Portfolios and one or more other investment companies or accounts managed or
advised by the Subadviser have available funds for investment, investments
suitable and appropriate for each will be allocated in accordance with a formula
believed to be equitable to each company and account. The Trust recognizes that
in some cases this procedure may adversely affect the size of the position
obtainable for the Portfolios. In addition, the Trust understands that the
persons employed by the Subadviser to assist in the performance of the
Subadviser's duties under this Agreement will not devote their full time to such
service and nothing contained in this Agreement shall be deemed to limit or
restrict the right of the Subadviser or any affiliate of the Subadviser to
engage in and devote time and attention to other businesses or to render
services of what ever kind or nature. Further, the Trust and the Adviser
understand that the Subadviser and its affiliates may give advice and take
action for its accounts, including investment companies, which differs from
advice given on the timing or nature of action taken for the Portfolio. The
Subadviser is not obligated to initiate transactions for a Portfolio in any
security which the Subadviser, its affiliates or employees may purchase or sell
for their own accounts or other clients.
10. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by the vote of a majority of the Trustees of the Trust and
by the vote of a majority of the Trustees of the Trust who are not interested
persons of any party to this Agreement cast in person at a meeting called for
the purpose of voting on such approval. Any required shareholder approval shall
be effective with respect to any Portfolio if a majority of the outstanding
voting securities of that Portfolio vote to approve the amendment,
notwithstanding that the amendment may not have been approved by a majority of
the outstanding voting securities of (a) any other Portfolio affected by the
amendment or (b) all the portfolios of the Trust.
11. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties.
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12. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
13. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of the Trust or
applicable party in person or by registered mail or a private mail or delivery
service providing the sender with notice of receipt. Notice shall be deemed
given on the date delivered or mailed in accordance with this paragraph.
14. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void
in law or in equity, the Agreement shall be construed, insofar as is possible,
as if such portion had never been contained herein.
15. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of The Commonwealth of Massachusetts, or any of the
applicable provisions of the Investment Company Act or the Advisers Act. To the
extent that the laws of The Commonwealth of Massachusetts, or any of the
provisions in this Agreement, conflict with applicable provisions of the
Investment Company Act or the Advisers Act, the Investment Company Act and the
Advisers Act shall control.
16. LIMITATION OF LIABILITY
The Agreement and Declaration of Trust dated September 28, 1988, a copy
of which, together with all amendments thereto (the "Declaration"), is on file
in the office of the Secretary of The Commonwealth of Massachusetts, provides
that the name "Manufacturers Investment Trust" refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals or personally; and
no Trustee, shareholder, officer, employee or agent of the Trust shall be held
to any personal liability, nor shall resort be had to their private property,
for the satisfaction of any obligation or claim, in connection with the affairs
of the Trust or any portfolio thereof, but only the assets belonging to the
Trust, or to the particular Portfolio with respect to which such obligation or
claim arose, shall be liable.
17. USE OF NAME
The Adviser and its affiliates may use the name "A I M Capital
Management, Inc.," "AIM Capital Management," or AIM Capital" (collectively, the
"AIM Names") only for so long as this Agreement or any extension, renewal, or
amendment hereof remains in effect. At such times as this Agreement shall no
longer be in effect, the Adviser and its affiliates shall cease to use such
names or any other name indicating that it is advised by or otherwise connected
with the Subadviser and shall promptly change it name accordingly. The Adviser
acknowledges that it has authority to use the AIM Names through permission of
the Subadviser, and agrees that the Subadviser reserves to itself and any
successor to its business the right to grant the non-exclusive right to use the
aforementioned names or any similar names to any other corporation or entity,
including, but not limited to, any investment company of which the Subadviser or
any subsidiary or affiliate thereof or any successor to the business of any
thereof shall be the investment adviser.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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, Managing Member
by:
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▇▇▇ ▇▇▇▇▇▇▇▇▇, President
by:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President, Secretary
and General Counsel
A I M Capital Management, Inc.
by:
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▇▇▇▇ ▇. ▇▇▇▇, President
by:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, General Counsel
and Assistant Secretary
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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
$50,000,000 $200,000,000
FIRST AND AND EXCESS OVER
PORTFOLIO $50,000,000 $200,000,000 $500,000,000 $500,000,000
Mid Cap Growth Trust...................... .500% .475% .450% .400%
Aggressive Growth Trust................... .500% .500% .500% .450%
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.
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