(e)
DISTRIBUTION AGREEMENT
AGREEMENT, dated as of January 1, 2002, as amended June 26, 2003 by and
between Manufacturers Investment Trust (the "Trust"), on behalf of each of the
portfolios of the Trust listed in Appendix A (the "Portfolios"), and Manulife
Financial Securities LLC (the "Distributor").
WHEREAS, the Trust is a Massachusetts business trust which is
registered as an open-end investment company under the Investment Company Act of
1940 (the "1940 Act") and sells its shares to insurance company separate
accounts to which net premiums, contributions and considerations under variable
insurance and annuity products ("Variable Products") have been allocated for
investment in the Trust ("Eligible Separate Accounts") and to other shareholders
eligible to purchase shares of the Trust pursuant to applicable Internal Revenue
Code provisions ("Eligible Shareholders");
WHEREAS, the Trust has divided its shares into series, each
representing a different Portfolio, and further divided each series into three
classes of shares (Series I, Series II and Series III), and has adopted a
distribution plan in respect of each of each class of shares of each Portfolio
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plans");
WHEREAS, the Trust desires the Distributor to act as principal
underwriter with respect to each class of shares of the Portfolios;
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934 ("Securities Exchange Act") and is a member of
the National Association of Securities Dealers, Inc. ("NASD");
NOW, THEREFORE, the Trust and the Distributor agree as follows:
1. The Trust hereby appoints the Distributor as principal underwriter
and distributor of the shares of the Trust, to sell shares of the Trust as agent
for the Trust, and the Distributor hereby accepts that appointment.
2. In its capacity as principal underwriter and distributor, and acting
as principal and not as agent for the Trust, the Distributor is authorized, from
time to time, to enter into separate written agreements regarding the sale of
the shares of the Trust, on terms and conditions not inconsistent with this
Agreement or the 12b-1 Plans, with affiliated and unaffiliated insurance
companies which have Eligible Separate Accounts, with their affiliated
broker-dealers and with Eligible Shareholders ("Participation Agreements") and
with broker-dealers with respect to sales to Eligible Shareholders ("Selling
Agreements"). The Trust shall not pay any compensation pursuant to Participation
Agreements or Selling Agreements; the Distributor shall determine in its sole
discretion the compensation, if any, to be paid by it pursuant to Participation
Agreements and Selling Agreements.
3. Purchases and redemptions of each class of shares of each Portfolio
shall be at the net asset value therefor as described in the Trust's Prospectus
and Statement of Additional Information. Trust shares may be sold or transferred
only to Eligible Separate Accounts and Eligible Shareholders and as may
otherwise be approved by the Trust's Board of Trustees.
4. For services rendered and expenses borne as principal underwriter
and distributor, the Distributor shall receive no compensation from the Trust
other than the fees payable by the Trust on behalf of each of the Portfolios to
the Distributor pursuant to the 12b-1 Plans. This Agreement does not obligate
the Distributor to bear any expense of the Trust which the Trust is obligated to
bear under the terms of its Advisory Agreement with the Manufacturers Securities
Services, LLC.
5. The Distributor shall furnish to the Trust, at least quarterly,
reports as to the sales of Trust shares made pursuant to this Agreement.
6. This Agreement shall continue in effect only so long as such
continuance is specifically approved at least annually by a majority of the
Trustees of the Trust who are not interested persons of the Trust or the
Distributor and who have no direct or indirect financial interest in the 12b-1
Plans (or any agreement thereunder) (the "Independent Trustees") and by the
Trustees of the Trust. This Agreement may be terminated at any time in its
entirety or with respect to one or more Portfolios without penalty by a majority
of the Independent Trustees or by the vote of a majority of the outstanding
voting securities of the Trust.
7. This Agreement shall terminate automatically if it shall be
assigned.
8. A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts and notice
is given hereby that this Agreement is executed on behalf of the Trustees of the
Trust as Trustees and not individually, and that the obligations of or arising
out of this Agreement are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of each
Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
MANUFACTURERS INVESTMENT TRUST
By:____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
MANULIFE FINANCIAL SECURITIES LLC
By: The Manufacturers Life Insurance Company (U.S.A.),
Its Managing Member
By:___________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
2
APPENDIX A
All Trust Portfolios
3