(d)(1)(E)
MANUFACTURERS INVESTMENT TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT made this ____ day of ______, 2004, to the Amended and
Restated Advisory Agreement dated January 1, 1996, as amended and restated May
1, 1999, as amended, and between Manufacturers Investment Trust, a Massachusetts
business trust (the "Trust") and Manufacturers Securities Services, LLC, a
Delaware limited liability company ("MSS" or the "Adviser"). In consideration of
the mutual covenants contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Appendix A to this Agreement is revised to reflect the addition of ten
new portfolios (the "Portfolios") as set forth in Appendix A to this Amendment.
2. EFFECTIVE DATE
This Amendment shall become effective with respect to each Portfolio on
the later of:
(i) the date of its execution,
(ii) approval by the Board of Trustees of the Trust of this Amendment, and
(iii) if applicable, the date of the meeting of shareholders (or sole
shareholder, if applicable) of the Portfolio called for the purpose of
voting on this Amendment, at which meeting this Amendment shall have
been approved by the vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act of 1940, as
amended) of the Portfolio.
MANUFACTURERS INVESTMENT TRUST
By: ______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
MANUFACTURERS SECURITIES SERVICES, LLC
By: The Manufacturers Life Insurance Company (U.S.A.), its managing member
By: _______________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III, President
APPENDIX A
PORTFOLIO 1ST $100 MILLION EXCESS OF $100 MILLION
------------------------------------- ---------------- ----------------------
LIFESTYLE AGGRESSIVE 1000 - I TRUST 0.075% 0.050%
LIFESTYLE GROWTH 820 - I TRUST 0.075% 0.050%
LIFESTYLE BALANCED 640 - I TRUST 0.075% 0.050%
LIFESTYLE MODERATE 460 - I TRUST 0.075% 0.050%
LIFESTYLE CONSERVATIVE 280 - I TRUST 0.075% 0.050%
LIFESTYLE AGGRESSIVE 1000 - II TRUST 0.075% 0.050%
LIFESTYLE GROWTH 820 - II TRUST 0.075% 0.050%
LIFESTYLE BALANCED 640 - II TRUST 0.075% 0.050%
LIFESTYLE MODERATE 460 - II TRUST 0.075% 0.050%
LIFESTYLE CONSERVATIVE 280 - II TRUST 0.075% 0.050%
ALL ASSET
LEVELS
SMALL COMPANY 0.95%
CORE EQUITY 0.75%
CLASSIC VALUE 0.80%
QUANTITATIVE VALUE 0.75%
U.S. GLOBAL LEADERS 0.80%
STRATEGIC INCOME 0.65%
CORE HOLDINGS OF AMERICA TRUST I .075%
VALUE BLEND TRUST I .075%
GROWTH BLEND TRUST I .075%
GLOBAL BALANCED TRUST I .075%
CORESOLUTION TRUST I .075%
CORE HOLDINGS OF AMERICA TRUST II .075%
VALUE BLEND TRUST II .075%
GROWTH BLEND TRUST II .075%
GLOBAL BALANCED TRUST II .075%
CORESOLUTION TRUST II .075%
The Percentage Fee for each Portfolio shall be paid daily to the
Adviser. The daily fee 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.