AMENDMENT TO SUBADVISORY AGREEMENT CAPITAL GUARDIAN TRUST COMPANY

AMENDMENT TO SUBADVISORY AGREEMENT
CAPITAL GUARDIAN TRUST COMPANY

     AMENDMENT made as of this 29th day of April, 2005 to the Subadvisory Agreement dated January 25, 1999 (the “Agreement”), between ▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a Delaware limited partnership (the “Adviser”), and Capital Guardian Trust Company, a California state-chartered trust company, (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

1. ADDITION OF NEW PORTFOLIOS

     Section 3 of the Agreement, “Compensation of Subadviser,” is hereby amended:

     a. to add the following portfolios:

Overseas Equity Trust
Managed Trust*

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 has policies in place to prohibit its employees from trading on any such confidential information.

3. 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:		/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Executive Vice President,
		Secretary and General Counsel

Capital Guardian Trust Company

by:		/s/▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President

APPENDIX A

     The Subadviser shall serve as investment subadviser for the following Portfolios (or portions of 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 (or if applicable, the portion of the Portfolio) at an annual rate as follows (the “Subadviser Percentage Fee”):

Between

Between

Between

$50 million

$200 million

$500 million

First

and

and

and

Excess Over

$50 million

$200 million

$500 million

$1 billion

$1 billion

Small Company Blend Trust U.S. Large Cap Value Trust Diversified Bond Trust

				Excess Over $500
		First $500 million of		million of Aggregate
		Aggregate Assets**		Assets**
Income & Value
Managed*

				Between
				$300 million
		First		and		Excess Over
		$300 million		$500 million		$500 million
Overseas Equity Trust

     The Subadviser Fee for each Portfolio represents in full the compensation to be paid by the Adviser to the Subadviser, and no discounts or aggregation between accounts shall be applied.

     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 such number of calendar days to be determined at the beginning of each calendar year and applied throughout the calendar year by the applicable annual rates described in the preceding paragraph, and multiplying this product by the portion of the net assets of the Portfolio managed by the Subadviser, 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.