AMENDMENT TO SUBADVISORY AGREEMENT Templeton Global Advisors Limited
AMENDMENT TO SUBADVISORY AGREEMENT
▇▇▇▇▇▇▇▇▇ Global Advisors Limited
▇▇▇▇▇▇▇▇▇ Global Advisors Limited
AMENDMENT made as of this 17th day of October, 2005 to the Subadvisory Agreement
dated December 8, 2003, as amended (the “Agreement”), between ▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management
Services, LLC (formerly, “Manufacturers Securities Services, LLC”), a Delaware limited partnership
(the “Adviser”), and ▇▇▇▇▇▇▇▇▇ Global Advisors Limited (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. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS
As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited
from consulting with the entities listed below concerning transactions for a Portfolio in
securities or other assets:
| 1. | other subadvisers to a Portfolio | |
| 2. | other subadvisers to a Trust portfolio | |
| 3. | other subadvisers to a portfolio under common control with the Portfolio |
3. 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.
4. EFECTIVE DATE
This Amendment shall become effective with on the later to occur of: (i) approval of the
Amendment by the Board of Trustees of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust and, (ii) execution of the Amendment.
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.), its managing member
By: ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company (U.S.A.), its managing member
| By: | /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III | |||
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III | ||||
| Chairman | ||||
▇▇▇▇▇▇▇▇▇ Global Advisors Limited
| by: | /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
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 | ||||||
| $150 million | ||||||
| First | And | Excess Over | ||||
| $150 million | $300 million | $300 million | ||||
| of Aggregate | of Aggregate | of Aggregate | ||||
| Portfolio | Net Assets* | Net Assets* | Net Assets#* | |||
Global Trust |
| * | When Aggregate Net Assets for the Global Trust exceed $300 million, the advisory fee is on all net assets of the Global Trust. | |
| * | The term Aggregate Net Assets includes the net assets of a Portfolio of the Trust. It also includes with respect to each Portfolio the net assets of one or more other portfolios as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund are determined as of the close of business on the previous business day of that fund. |
| Trust Portfolio(s) | Other Portfolio(s) | |||
Global Trust
|
— | Global Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II | ||
| International Value Trust, a series of the Trust, and | ||||
| International Value Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II |
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 the quotient of (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.