▇▇▇▇ ▇▇▇▇▇▇▇ TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
AMENDMENT (the "Amendment") made this ___ day of _______, 2007, to the
Amended and Restated Advisory Agreement dated January 1, 1996, as amended and
restated May 1, 1999, as amended, between ▇▇▇▇ ▇▇▇▇▇▇▇ Trust, a Massachusetts
business trust (the "Trust") and ▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services,
LLC, a Delaware limited liability company ("JHIMS" or the "Adviser"). In
consideration of the mutual covenants contained herein, the parties agree as
follows:
1. CHANGE IN APPENDIX A
Appendix A is revised to change the advisory fee for the following
portfolios
Floating Rate Income Trust
Global Asset Allocation Trust
Global Balanced Trust
Lifecycle 2010 Trust
Lifecycle 2015 Trust
Lifecycle 2020 Trust
Lifecycle 2025 Trust
Lifecycle 2030 Trust
Lifecycle 2035 Trust
Lifecycle 2040 Trust
Lifecycle 2045 Trust
Lifecycle 2050 Trust
Lifecycle Retirement Trust
(the "Portfolios"):
2. EFFECTIVE DATE
The Amendment shall become effective with respect to the Portfolios on the
later of:
(i) the date of its execution and (ii) approval by the Board of Trustees of the
Trust of the Amendment.
▇▇▇▇ ▇▇▇▇▇▇▇ TRUST
By:
---------------------------------
Name:
Title:
▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT
SERVICES, LLC
By:
---------------------------------
Name:
Title:
APPENDIX A
The Adviser shall serve as investment adviser for each Portfolio of the
Trust listed below. The Trust will pay the Adviser, as full compensation for all
services provided under this Agreement with respect to each Portfolio, the fee
computed separately for the Portfolio at an annual rate as follows (the "Adviser
Fee").
The term Aggregate Net Assets in the chart below includes the net assets of
a Portfolio of the Trust. It also includes as indicated in the chart the net
assets of one or more other portfolios, 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) and only with respect to the net assets of such other
portfolio(s) that are managed by the subadviser.
For purposes of determining Aggregate Net Assets and calculating the
Adviser 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.
The Adviser Fee for a Portfolio shall be based on the applicable annual fee
rate for the Portfolio which for each day shall be equal to (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 Adviser Fee for each Portfolio shall be
accrued and paid daily to the Adviser for each calendar day. 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. Fees shall be paid either by
wire transfer or check, as directed by the Adviser.
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.
ALL AGGREGATE
PORTFOLIO NET ASSETS*
--------- -------------
Floating Rate Income Trust
ALL AGGREGATE
PORTFOLIO NET ASSETS*
--------- -------------
Global Asset Allocation Trust
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GLOBAL BALANCED TRUST
The Adviser shall serve as investment adviser for the Global Balanced Trust
(referred to as a "Portfolio").
The Trust will pay the Adviser, as full compensation for all services provided
under this Agreement with respect to the Portfolio, a fee computed for the
Portfolio as follows (the "Adviser Fee"):
The Adviser Fee has two components: (a) a fee on net assets invested in
Affiliated Funds ("Affiliated Fund Assets") and (b) a fee on net assets not
invested in Affiliated Funds ("Other Assets"). Affiliated Funds are any fund of
▇▇▇▇ ▇▇▇▇▇▇▇ Trust, ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II and ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III excluding
the following ▇▇▇▇ ▇▇▇▇▇▇▇ Trust funds: Money Market Trust B, 500 Index Trust B,
International Equity Index Trust B, Bond Index Trust B.
(a) The fee on Affiliated Fund Assets is stated as an annual percentage of the
current value of the net assets of the Portfolio determined in accordance with
the following schedule, and that rate is applied to the Affiliated Fund Assets
of the Portfolio.
ADVISORY FEE ON AFFILIATED FUND ASSETS
NET ASSETS OF THE GLOBAL BALANCED TRUST
FIRST EXCESS OVER
$500 MILLION $500 MILLION
------------ ------------
(b) The fee on Other Assets is stated as an annual percentage of the current
value of the net assets of the Portfolio determined in accordance with the
following schedule, and that rate is applied to the Other Assets of the
Portfolio.
ADVISORY FEE ON OTHER ASSETS
NET ASSETS OF THE GLOBAL BALANCED TRUST
FIRST EXCESS OVER
$500 MILLION $500 MILLION
------------ ------------
For purposes of determining Net Assets of the Portfolio and calculating the
fee on Affiliated Fund Assets and the fee on Other Assets, the net assets of the
Portfolio, Affiliated Fund Assets and Other Assets are determined as of the
close of business on the previous business day of the Trust.
The fee on Affiliated Fund Assets for the Portfolio shall be based on the
applicable annual Affiliated Funds fee rate for the Portfolio which for each day
shall be equal to (i) the sum of the amounts determined by applying the annual
percentage rates in the Affiliated Funds Fee Table to the applicable portions of
Net Assets of the Portfolio divided by (ii) Net Assets of the Portfolio (the
"Applicable Annual Affiliated Funds Fee Rate").
The fee on Other Assets for the Portfolio shall be based on the applicable
annual Other Assets fee rate for the Portfolio which for each day shall be equal
to (i) the sum of the amounts determined by applying the annual percentage rates
in the Fee Table for Other Assets to the applicable portions of Net Assets of
the Portfolio divided by (ii) Net Assets of the Portfolio (the "Applicable
Annual Other Assets Fee Rate").
The fee on Affiliated Fund Assets for the Portfolio shall be accrued and
paid daily to the Adviser for each calendar day. 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 Affiliated Funds Fee Rate, and multiplying
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this product by the Affiliated Fund Assets of the Portfolio. Fees shall be paid
either by wire transfer or check, as directed by the Adviser.
The fee on Other Assets for the Portfolio shall be accrued and paid daily
to the Adviser for each calendar day. 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 Other Assets Fee Rate, and multiplying this product by the
Other Assets of the Portfolio. Fees shall be paid either by wire transfer or
check, as directed by the Adviser.
The daily Adviser Fee for the Portfolio shall be the sum of the daily fee
on Affiliated Fund Assets and the daily fee on Other Assets.
If, with respect to the Portfolio, this Agreement becomes effective or
terminates, or if the manner of determining the Applicable Annual Affiliated
Funds Fee Rate or the Applicable Annual Other Assets 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 of 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.
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LIFECYCLE PORTFOLIOS
The Adviser shall serve as investment adviser for the Lifecycle 2010 Trust,
Lifecycle 2015 Trust, Lifecycle 2020 Trust, Lifecycle 2025 Trust, Lifecycle 2030
Trust, Lifecycle 2035 Trust, Lifecycle 2040 Trust, Lifecycle 2045 Trust,
Lifecycle 2050 Trust, and Lifecycle Retirement Trust (each referred to as a
"Portfolio").
The Trust will pay the Adviser, as full compensation for all services provided
under this Agreement with respect to each Portfolio, a fee computed separately
for each Portfolio as follows (the "Adviser Fee"):
The Adviser Fee has two components: (a) a fee on net assets invested in
Affiliated Funds ("Affiliated Fund Assets") and (b) a fee on net assets not
invested in Affiliated Funds ("Other Assets"). Affiliated Funds are any fund of
▇▇▇▇ ▇▇▇▇▇▇▇ Trust, ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II and ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III excluding
the following ▇▇▇▇ ▇▇▇▇▇▇▇ Trust funds: Money Market Trust B, 500 Index Trust B,
International Equity Index Trust B, Bond Index Trust B.
(a) The fee on Affiliated Fund Assets is stated as an annual percentage of the
current value of the net assets of each Portfolio determined in accordance with
the following schedule, and that rate is applied to the Affiliated Fund Assets
of each Portfolio.
ADVISORY FEE ON AFFILIATED FUND ASSETS
NET ASSETS OF THE LIFECYCLE PORTFOLIO
FIRST EXCESS OVER
$500 MILLION $500 MILLION
------------ ------------
(b) The fee on Other Assets is stated as an annual percentage of the current
value of the net assets of each Portfolio determined in accordance with the
following schedule, and that rate is applied to the Other Assets of each
Portfolio.
ADVISORY FEE ON OTHER ASSETS
NET ASSETS OF THE LIFECYCLE PORTFOLIO
FIRST EXCESS OVER
$500 MILLION $500 MILLION
------------ ------------
For purposes of determining Net Assets of each Portfolio and calculating
the fee on Affiliated Fund Assets and the fee on Other Assets, the net assets of
each Portfolio, Affiliated Fund Assets and Other Assets are determined as of the
close of business on the previous business day of the Trust.
The fee on Affiliated Fund Assets for each Portfolio shall be based on the
applicable annual Affiliated Funds fee rate for the Lifecycle Portfolios which
for each day shall be equal to (i) the sum of the amounts determined by applying
the annual percentage rates in the Affiliated Funds Fee Table to the applicable
portions of Net Assets of each Lifestyle Portfolio divided by (ii) Net Assets of
each Lifestyle Portfolio (the "Applicable Annual Affiliated Funds Fee Rate").
The fee on Other Assets for each Portfolio shall be based on the applicable
annual Other Assets fee rate for each Portfolio which for each day shall be
equal to (i) the sum of the amounts determined by applying the annual percentage
rates in the Fee Table for Other Assets to the applicable portions of Net Assets
of each Portfolio divided by (ii) Net Assets of each Portfolio (the "Applicable
Annual Other Assets Fee Rate").
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The fee on Affiliated Fund Assets for each Portfolio shall be accrued and
paid daily to the Adviser for each calendar day. 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 Affiliated Funds Fee Rate, and multiplying
this product by the Affiliated Fund Assets of each Portfolio. Fees shall be paid
either by wire transfer or check, as directed by the Adviser.
The fee on Other Assets for each Portfolio shall be accrued and paid daily
to the Adviser for each calendar day. 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 Other Assets Fee Rate, and multiplying this product by the
Other Assets of each Portfolio. Fees shall be paid either by wire transfer or
check, as directed by the Adviser.
The daily Adviser Fee for each Portfolio shall be the sum of the daily fee
on Affiliated Fund Assets and the daily fee on Other Assets.
If, with respect to each Portfolio, this Agreement becomes effective or
terminates, or if the manner of determining the Applicable Annual Affiliated
Funds Fee Rate or the Applicable Annual Other Assets 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 of 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.
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