AMENDMENT TO SUBADVISORY AGREEMENT
AMENDMENT made as of this ____ day of ____, 2005 to the Subadvisory
Agreement dated January 28, 1999 (the "Agreement"), as amended, between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC, (formerly, Manufacturer's
Securities Services, LLC) a Delaware limited partnership (the "Adviser"), and A
I M Capital Management, Inc., (the "Subadviser"). In consideration of the mutual
covenants contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Section 3 of the Agreement, "Compensation of Subadviser," is hereby
amended:
a. to add the compensation of the Small Company Growth Trust
2. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS
The Subadviser agrees to treat Trust portfolio holdings as
confidential information and employ safeguards to maintain the
confidentiality of such information as the Subadviser uses to safeguard
the confidentiality of its own confidential information.
3. 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
2. EFFECTIVE DATE
This Amendment shall become effective upon 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: _____________________________________
AIM CAPITAL MANAGEMENT, INC.
By: _______________________________________
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
stated as a percentage of current net assets as follows (the "Subadviser Fee"):
FIRST EXCESS OVER
PORTFOLIO $250 MILLION $250MILLION*
------------------------------------------ ------------ ------------
Small Company Growth Trust................
*The Subadviser Fee for the Small Company Growth Trust will be .550% on all net
assets when the aggregate net assets of the Small Company Growth Trust and the
portion of the following other portfolios managed by the Subadviser (in each
case only for the period during which the Subadviser also serves as the
subadviser for such portion of the other portfolio) exceed $1 billion: the All
Cap Growth Trust and Mid Cap Core Trust, each a series of the Trust, and the
Small Company Growth Fund, All Cap Growth Fund and Mid Cap Core Fund, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II.
BETWEEN BETWEEN BETWEEN
FIRST $10 MILLION AND $50 MILLION AND $200 MILLION AND EXCESS OVER
PORTFOLIO $10 MILLION $50 MILLION $200 MILLION $500 MILLION $500MILLION
-------------------------------- ----------- --------------- --------------- ---------------- -----------
Mid Cap Core Trust.............
BETWEEN BETWEEN
$50 MILLION $200 MILLION
FIRST AND AND EXCESS OVER
PORTFOLIO $50 MILLION $200 MILLION $500 MILLION $500 MILLION
-------------------------------- ----------- ------------ ------------ ------------
All Cap Growth Trust............
For purposes of determining net assets or aggregate net assets, the net
assets of each 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 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 the portfolios to be included for purposes of determining
aggregate net assets 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.
AMENDMENT TO SUBADVISORY AGREEMENT
AMENDMENT made as of this ___ day of ____, 2005 to the Subadvisory
Agreement dated May 1, 2004 (the "Agreement"), between ▇▇▇▇ ▇▇▇▇▇▇▇ Investment
Management Services, LLC (formerly, Manufacturers Securities Services, LLC), a
Delaware limited partnership (the "Adviser"), and American Century Investment
Management, Inc., a Delaware corporation (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. EFFECTIVE DATE
This Amendment shall become effective with respect to each portfolio 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: _____________________________________
American Century Investment Management, Inc.
by: _____________________________________
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
$250 MILLION BETWEEN
FIRST $250 AND $500 $500 MILLION EXCESS OVER
MILLION OF MILLION OF AND $1 BILLION $1 BILLION OF
AGGREGATE AGGREGATE OF AGGREGATE AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS* NET ASSETS* NET ASSETS*
------------------------------------------ ----------- ------------ -------------- -------------
Vista Trust...............................
FIRST $125
MILLION OF EXCESS OVER $125 MILLION
AGGREGATE NET OF AGGREGATE NET
PORTFOLIO ASSETS** ASSETS**
------------------------------------------ ------------- ------------------------
Small Company 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)
------------------- ------------------------------------
Vista Trust -- Vista Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Small Company Trust Small Company 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.
AMENDMENT TO SUBADVISORY AGREEMENT
▇▇▇▇▇ SELECTED ADVISERS, L.P.
AMENDMENT made as of this ___ day of _____ 2005 to the Subadvisory
Agreement dated April 30, 2001 (the "Agreement"), between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC (formerly, Manufacturers Securities
Services, LLC), a Delaware limited partnership (the "Adviser"), and ▇▇▇▇▇
Selected Advisers, L.P, a Colorado limited partnership (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. EFFECTIVE DATE
This Amendment shall become effective 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: _____________________________
▇▇▇▇▇ SELECTED ADVISERS, L.P
By: ___________________________
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
$50 MILLION
FIRST $50 AND $500 EXCESS OVER
MILLION OF MILLION OF $500 MILLION
AGGREGATE AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS* NET ASSETS*
Fundamental Value Trust............
Financial Services 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)
------------------------ ------------------------------------------
Fundamental Value Trust -- Fundamental Value Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Financial Services Trust Financial Services 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 (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.
AMENDMENT TO SUBADVISORY AGREEMENT
DECLARATION MANAGEMENT & RESEARCH LLC
AMENDMENT made as of this ___ day of ____ 2005 to the Subadvisory
Agreement dated April 29, 2005 (the "Agreement"), between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC (formerly, Manufacturers Securities
Services, LLC), a Delaware limited partnership (the "Adviser"), and Declaration
Management & Research LLC, a Delaware limited liability company (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.
3. EFFECTIVE DATE
This Amendment shall become effective 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: _____________________________
DECLARATION MANAGEMENT & RESEARCH LLC
By: ___________________________
APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of
the Trust listed below (portion of the net assets of the Portfolio as shall be
assigned to the Subadviser by the Adviser from time to time in the case of the
Active Bond Trust and the Managed Trust). 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"):
PORTFOLIO AGGREGATE NET ASSETS
----------------------------- --------------------
Bond Index Trust A...........
Bond Index Trust B...........
Active Bond Trust............
Managed Trust................
BETWEEN
FIRST $100 $100 MILLION
MILLION OF AND $250 EXCESS OVER
AGGREGATE NET MILLION OF AGGREGATE $250 MILLION OF AGGREGATE
PORTFOLIO ASSETS* NET ASSETS* NET ASSETS*
----------------------------------------- ------------- -------------------- -------------------------
Short-Term Bond Trust.....................
* The term Aggregate Net Assets includes the net assets of a Portfolio of the
Trust (portion of the net assets of the Portfolio as shall be assigned to the
Subadviser by the Adviser from time to time in the case of the Active Bond Trust
and the Managed 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)
--------------------- ---------------------------------
Short-Term Bond Trust -- Short-Term Bond 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.
AMENDMENT TO SUBADVISORY CONSULTING AGREEMENT
DEUTSCHE ASSET MANAGEMENT, INC.
AMENDMENT made as of this ___day of ____ 2005 to the Amended and Restated
Subadvisory Agreement dated April 30, 2004 (the "Agreement") among ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC (formerly, Manufacturers Securities
Services, LLC), a Delaware limited partnership (the "Adviser"), MFC Global
Investment Management (U.S.A.) Limited, a Canadian Corporation (the
"Subadviser") and Deutsche Asset Management, Inc., a Delaware corporation (the
"Deutsche"). In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. CHANGE IN APPENDIX A
Appendix A of the Agreement, "Compensation of Deutsche," is hereby
amended:
a. to change the subadvisory consulting fee for the following portfolios:
Lifestyle Aggressive 1000 Trust
Lifestyle Growth 820 Trust
Lifestyle Balanced 640 Trust
Lifestyle Moderate 460 Trust
Lifestyle Conservative 280 Trust
2. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS
As required by Rule 17a-10 under the Investment Company Act of 1940, Deutsche 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. EFFECTIVE DATE
This Amendment shall become effective 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: _____________________________
MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
By: ________________________________________
DEUTSCHE ASSET MANAGEMENT, INC.
By: ___________________________
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
$1.5 BILLION
FIRST $1.5 AND $7.5 EXCESS OVER
BILLION OF BILLION OF $7.5 BILLION
AGGREGATE NET AGGREGATE NET OF AGGREGATE
PORTFOLIO ASSETS * ASSETS* NET ASSETS*
------------------------------------------ ------------- ------------- ------------
Lifestyle Aggressive 1000 Trust...........
Lifestyle Growth 820 Trust................
Lifestyle Balanced 640 Trust..............
Lifestyle Moderate 460 Trust..............
Lifestyle Conservative 280 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)
------------------------------- ----------------------------------------
Lifestyle Aggressive 1000 Trust -- Lifestyle Growth 820 Trust
Lifestyle Balanced 640 Trust
Lifestyle Moderate 460 Trust
Lifestyle Conservative 280 Trust,
each a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust
and
Lifestyle Aggressive
Trust Lifestyle Growth
Trust Lifestyle Balanced
Trust Lifestyle Moderate
Trust Lifestyle
Conservative Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇
Funds II, are included.
Lifestyle Growth 820 Trust Lifestyle Aggressive 1000 Trust
Lifestyle Balanced 640 Trust
Lifestyle Moderate 460 Trust
Lifestyle Conservative 280 Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust and
Lifestyle Aggressive Trust
Lifestyle Growth Trust
Lifestyle Balanced Trust
Lifestyle Moderate Trust
Lifestyle Conservative Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Lifestyle Aggressive 1000 Trust
Lifestyle Balanced 640 Trust Lifestyle Growth 820 Trust
Lifestyle Moderate 460 Trust
Lifestyle Conservative 280 Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust and
Lifestyle Aggressive Trust
Lifestyle Growth Trust
Lifestyle Balanced Trust
Lifestyle Moderate Trust
Lifestyle Conservative Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Lifestyle Moderate 460 Trust Lifestyle Aggressive 1000 Trust
Lifestyle Growth 820 Trust
Lifestyle Balanced 640 Trust
Lifestyle Conservative 280 Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust and
Lifestyle Aggressive Trust
Lifestyle Growth Trust
Lifestyle Balanced Trust
Lifestyle Moderate Trust
Lifestyle Conservative Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Lifestyle Conservative 280 Trust Lifestyle Aggressive 1000 Trust
Lifestyle Growth 820 Trust
Lifestyle Balanced 640 Trust
Lifestyle Moderate 460 Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust and
Lifestyle Aggressive Trust
Lifestyle Growth Trust
Lifestyle Balanced Trust
Lifestyle Moderate Trust
Lifestyle Conservative Trust, each 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.
AMENDMENT TO SUBADVISORY AGREEMENT
DEUTSCHE ASSET MANAGEMENT, INC
AMENDMENT made as of this ___ day of _____ 2005 to the Subadvisory
Agreement dated November 23, 2005 (the "Agreement"), between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC (formerly, Manufacturers Securities
Services, LLC), a Delaware limited partnership (the "Adviser"), and Deutsche
Asset Management, Inc., a Delaware Corporation (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, "Compensation of Subadviser," is hereby
amended as noted below.
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. EFFECTIVE DATE
This Amendment shall become effective 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: _____________________________
DEUTSCHE ASSET MANAGEMENT, INC
By: ___________________________
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 $50 MILLION $200 BETWEEN $200 MILLION AND
FIRST $50 MILLION OF MILLION OF AGGREGATE NET $500 MILLION OF AGGREGATE EXCESS OVER $500 MILLION
PORTFOLIO AGGREGATE NET ASSETS* ASSETS* NET ASSETS* OF AGGREGATE NET ASSETS*
------------------------------- --------------------- ------------------------ ------------------------- -------------------------
Real Estate Securities Trust...
Dynamic Growth Trust...........
All Cap Core 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)
---------------------------- -------------------------------------
Real Estate Securities Trust -- Real Estate Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Dynamic Growth Trust Dynamic Growth Fund, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Funds II
All Cap Core Trust All Cap Core 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.
AMENDMENT TO SUBADVISORY AGREEMENT
FRANKLIN ADVISERS, INC.
AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory
Agreement dated February 1, 1999, as amended (the "Agreement"), between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC (formerly, "Manufacturers Securities
Services, LLC"), a Delaware limited partnership (the "Adviser"), and Franklin
Advisers, Inc. (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.
2. EFFECTIVE 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: ___________________________
FRANKLIN ADVISERS, INC.
by: _________________________________________
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
$50 MILLION AND $500 BETWEEN $500 MILLION AND $1
FIRST $50 MILLION OF MILLION OF AGGREGATE NET BILLION OF AGGREGATE NET EXCESS OVER $1 BILLION OF
PORTFOLIO AGGREGATE NET ASSETS* ASSETS* ASSETS* AGGREGATE NET ASSETS
Emerging Small Company 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)
------------------ ------------------
Emerging Small Company Trust -- Emerging Small Company 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.
SUBADVISORY AGREEMENT
AGREEMENT made this 29th day of July, 2005, between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC, a Delaware limited liability company (the
"Adviser"), and Grantham, Mayo, Van Otterloo & Co. LLC, a Massachusetts limited
liability company (the "Subadviser"). In consideration of the mutual covenants
contained herein, the parties agree as follows:
1. APPOINTMENT OF SUBADVISER
The Subadviser undertakes to act as investment subadviser to, and, subject
to the supervision of the Trustees of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust (the "Trust") and the
terms of this Agreement, to manage the investment and reinvestment of the assets
of the Portfolios specified in Appendix A to this Agreement as it shall be
amended by the Adviser and the Subadviser from time to time (the "Portfolios").
The Subadviser will be an independent contractor and will have no authority to
act for or represent the Trust or Adviser in any way except as expressly
authorized in this Agreement or another writing by the Trust and Adviser.
2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST
a. Subject always to the direction and control of the Trustees of the Trust,
the Subadviser will manage the investments and determine the composition
of the assets of the Portfolios in accordance with the Portfolios'
registration statement, as amended, copies of which the Adviser will
provide promptly to the Subadviser. In fulfilling its obligations to
manage the investments and reinvestments of the assets of the Portfolios,
the Subadviser will:
i. obtain and evaluate pertinent economic, statistical, financial and
other information affecting the economy generally and individual
companies or industries the securities of which are included in the
Portfolios or are under consideration for inclusion in the
Portfolios;
ii. formulate and implement a continuous investment program for each
Portfolio consistent with the investment objectives and related
investment policies for each such Portfolio as described in the
Trust's registration statement, as amended;
iii. take whatever steps are necessary to implement these investment
programs by the purchase and sale of securities including the
placing of orders for such purchases and sales;
iv. regularly report to the Trustees of the Trust with respect to the
implementation of these investment programs; and
v. provide assistance to the Trust's Custodian regarding the fair value
of securities held by the Portfolios for which market quotations are
not readily available.
b. The Subadviser, at its expense, will furnish all necessary investment and
management facilities, including salaries of personnel, required for it to
execute its duties faithfully, and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of the Portfolios (excluding
determination of net asset value and shareholder accounting services).
c. The Subadviser will select brokers and dealers to effect all transactions
subject to the following conditions: The Subadviser will place all
necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions if applicable. The Subadviser is directed at all
times to seek to execute brokerage transactions for the Portfolios in
accordance with such policies or practices as may be established by the
Trustees and described in the Trust's registration statement as amended.
The Subadviser may pay a broker-dealer which provides research and
brokerage services a higher spread or commission for a particular
transaction than otherwise might have been charged by another
broker-dealer, if the Subadviser determines that the higher spread or
commission is reasonable in relation to the value of the brokerage and
research services that such broker-dealer provides,
viewed in terms of either the particular transaction or the Subadviser's
overall responsibilities with respect to accounts managed by the
Subadviser. The Subadviser may use for the benefit of the Subadviser's
other clients, or make available to companies affiliated with the
Subadviser or to its directors for the benefit of its clients, any such
brokerage and research services that the Subadviser obtains from brokers
or dealers.
d. On occasions when the Subadviser deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as other clients of
the Subadviser, the Subadviser to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation to, aggregate the
securities to be purchased or sold to attempt to obtain a more favorable
price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Subadviser in
the manner the Subadviser considers to be the most equitable and
consistent with its fiduciary obligations to the Portfolio and to its
other clients.
e. The Subadviser will maintain all accounts, books and records with respect
to the Portfolios as are required of an investment adviser of a registered
investment company pursuant to the Investment Company Act of 1940 (the
"Investment Company Act") and Investment Advisers Act of 1940 (the
"Investment Advisers Act") and the rules thereunder.
f. The Subadviser shall vote all proxies received in connection with
securities held by the Portfolios. The Adviser agrees and acknowledges
that the Subadviser shall not be obligated to take any action with respect
to any class action proceedings or other legal action concerning
securities held by the Portfolios, except to forward to the Adviser in a
timely fashion any notice of such an action that the Subadviser may
receive.
g. The Subadviser will provide such access to the Subadviser's chief
compliance officer and such compliance-related information concerning the
Subadviser's services to the Portfolios under this Agreement as may
reasonably be requested by the chief compliance officer of the Adviser or
of the Trust, as the case may be.
3. COMPENSATION OF SUBADVISER
The Adviser will pay the Subadviser with respect to each Portfolio the
compensation specified in Appendix A to this Agreement.
4. LIABILITY OF SUBADVISER
Neither the Subadviser nor any of its directors, members, officers or
employees shall be liable to the Adviser or the Trust for any error of judgment
or mistake of law or for any loss suffered by the Adviser or Trust in connection
with the matters to which this Agreement relates except for losses resulting
from willful misfeasance, bad faith or gross negligence in the performance of,
or from the reckless disregard of, the duties of the Subadviser.
5. CONFLICTS OF INTEREST
It is understood that trustees, officers, agents and shareholders of the
Trust are or may be interested in the Subadviser as trustees, officers,
partners, members or otherwise; that employees, agents and members of the
Subadviser are or may be interested in the Trust as trustees, officers,
shareholders or otherwise; that the Subadviser may be interested in the Trust;
and that the existence of any such dual interest shall not affect the validity
hereof or of any transactions hereunder except as otherwise provided in the
Agreement and Declaration of Trust of the Trust and the operating agreement of
the Subadviser, respectively, or by specific provision of applicable law.
6. REGULATION
The Subadviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
7. DURATION AND TERMINATION OF AGREEMENT
2
This Agreement shall become effective with respect to each Portfolio upon
its execution (the "Effective Date"). The Agreement will continue in effect with
respect to each Portfolio for a period of five years from the Effective Date,
subject to automatic earlier termination unless any continuance following the
second anniversary of the Effective Date is specifically approved at least
annually either by the Trustees of the Trust or by a majority of the outstanding
voting securities of such Portfolio, provided that in either event such
continuance shall also be approved by the vote of a majority of the Trustees of
the Trust who are not interested persons (as defined in the Investment Company
Act) of any party to this Agreement cast in person at a meeting called for the
purpose of voting on such approval. The Agreement may continue in effect with
respect to each Portfolio following the fifth anniversary of the Effective Date
only so long as such continuance is approved in accordance with applicable law.
Any required shareholder approval of the Agreement or of any continuance of the
Agreement shall be effective with respect to any Portfolio if a majority of the
outstanding voting securities of the series (as defined in Rule 18f-2(h) under
the Investment Company Act) of shares of that Portfolio votes to approve the
Agreement or its continuance, notwithstanding that the Agreement or its
continuance may not have been approved by a majority of the outstanding voting
securities of (a) any other Portfolio affected by the Agreement or (b) all the
portfolios of the Trust.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Trustees of the Trust, by the vote of a majority of the
outstanding voting securities of the Trust, or with respect to any Portfolio by
the vote of a majority of the outstanding voting securities of such Portfolio,
on sixty days' written notice to the Adviser and the Subadviser, or by the
Adviser or Subadviser on sixty days' written notice to the Trust and the other
party. This Agreement will automatically terminate, without the payment of any
penalty, in the event of its assignment (as defined in the Investment Company
Act) or in the event the Advisory Agreement between the Adviser and the Trust
terminates for any reason.
8. PROVISION OF CERTAIN INFORMATION BY SUBADVISER
The Subadviser will promptly notify the Adviser in writing of the
occurrence of any of the following events:
a. the Subadviser fails to be registered as an investment adviser under the
Investment Advisers Act or under the laws of any jurisdiction in which the
Subadviser is required to be registered as an investment adviser in order
to perform its obligations under this Agreement;
b. the Subadviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust; and
c. any change in actual control or management of the Subadviser, or any
change in the person(s) primarily responsible for the day-to-day
management of a Portfolio.
9. SERVICES TO OTHER CLIENTS
The Adviser understands, and has advised the Trust's Board of Trustees,
that the Subadviser now acts, or may in the future act, as an investment adviser
to fiduciary and other managed accounts and as investment adviser or subadviser
to other investment companies. Further, the Adviser understands, and has advised
the Trust's Board of Trustees that the Subadviser and its affiliates may give
advice and take action for its accounts, including investment companies, which
differs from advice given on the timing or nature of action taken for the
Portfolio. The Subadviser is not obligated to initiate transactions for a
Portfolio in any security which the Subadviser, its partners, members,
affiliates or employees may purchase or sell for their own accounts or other
clients.
10. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS
In order to allow the Trust and the parties hereto to take advantage of the safe
harbor under 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
3
2. other subadvisers to a Trust portfolio
3. other subadvisers to a portfolio under common control with the Portfolio
11. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by the vote of a majority of the Trustees of the Trust and
by the vote of a majority of the Trustees of the Trust who are not interested
persons of any party to this Agreement cast in person at a meeting called for
the purpose of voting on such approval. Any required shareholder approval shall
be effective with respect to any Portfolio if a majority of the outstanding
voting securities of that Portfolio vote to approve the amendment,
notwithstanding that the amendment may not have been approved by a majority of
the outstanding voting securities of (a) any other Portfolio affected by the
amendment or (b) all the portfolios of the Trust.
12. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
13. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of the Trust or
applicable party in person or by registered mail or a private mail or delivery
service providing the sender with notice of receipt. Notice shall be deemed
given on the date delivered or mailed in accordance with this paragraph.
14. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in
law or in equity, the Agreement shall be construed, insofar as is possible, as
if such portion had never been contained herein.
15. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of The Commonwealth of Massachusetts, or any of the
applicable provisions of the Investment Company Act. To the extent that the laws
of The Commonwealth of Massachusetts, or any of the provisions in this
Agreement, conflict with applicable provisions of the Investment Company Act,
the latter shall control.
16. LIMITATION OF LIABILITY
The Agreement and Declaration of Trust dated September 28, 1988, a copy of
which, together with all amendments thereto (the "Declaration"), is on file in
the office of the Secretary of The Commonwealth of Massachusetts, provides that
the name "▇▇▇▇ ▇▇▇▇▇▇▇ Trust" refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of the Trust shall be held to any
personal liability, nor shall resort be had to their private property, for the
satisfaction of any obligation or claim, in connection with the affairs of the
Trust or any portfolio thereof, but only the assets belonging to the Trust, or
to the particular Portfolio with respect to which such obligation or claim
arose, shall be liable.
17. 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 as
provided by the Adviser to the Subadviser, and to establish and maintain
policies and procedures reasonably designed prohibit its employees from trading
on any such confidential information.
[Signature page follows]
4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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
________________________
Name:
Title:
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
by:
________________________
Name:
Title:
Accepted and agreed to as of the date first mentioned above:
▇▇▇▇ ▇▇▇▇▇▇▇ TRUST,
on behalf of the Portfolios
________________________
Name:
Title
5
APPENDIX A
The Subadviser shall serve as investment subadviser for the following
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 as indicated below.
1. For purposes of calculating the fee to be paid to the Subadviser under
this Agreement:
"Portfolio Assets" shall mean the net assets of a given Portfolio
managed by the Subadviser for which the fee is being calculated;
"Other Assets" shall mean, with respect to a Portfolio, the net
assets of the portion of assets managed by the Subadviser of the Accounts
listed below as corresponding to such Portfolio;
"Combined Assets" shall mean the sum of Portfolio Assets and Other
Assets; and
"Daily Portfolio Net Assets" shall mean the net asset value of the
Portfolio Assets as of the end of each day.
"Daily Combined Net Assets" shall mean the net asset value of the
Combined Assets as of the end of each day.
2. The Subadviser's fee shall be calculated and accrued daily based upon
the Daily Portfolio Net Assets and the sum of the daily fee accruals shall be
paid monthly in arrears (within 10 days of receipt by the Adviser of an invoice
from the Subadviser). The fee accrued each calendar day shall be calculated by
applying the Applicable Rate, as determined in accordance with Item 4 below, to
the Daily Portfolio Net Assets, and dividing by 365 (366 in a leap year).
3. The following table shall be used to determine the Other Assets that
correspond to each Portfolio:
NAME OF PORTFOLIO NAMES OF ACCOUNTS USED TO CALCULATE "OTHER ASSETS"
-------------------------- ---------------------------------------------------------------------------
Growth Opportunities Trust ▇▇▇▇ ▇▇▇▇▇▇▇ Growth Opportunities Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III;
Growth Opportunities Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Intrinsic Value Trust ▇▇▇▇ ▇▇▇▇▇▇▇ Intrinsic Value Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III;
Intrinsic Value Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
U.S. Multi Sector Trust ▇▇▇▇ ▇▇▇▇▇▇▇ U.S. Multi Sector Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II;
Growth Trust Growth Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III
Growth Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Managed Trust Growth & Income Trust, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust;
U.S. Core Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III
U.S. Core Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Growth & Income Trust U.S. Core Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III;
U.S. Core Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II;
that portion of the net assets of the Managed Trust, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Trust, that is managed by the Subadviser
International Growth Trust International Growth Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III;
6
International Growth Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
International Stock Trust International Core Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II;
International Core Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds III
7
4. The following fee schedule shall be used to determine the Applicable
Rate used in calculating the fee to be paid to the Subadviser under this
Agreement with respect to each Portfolio, in each case (unless otherwise noted)
based on the Daily Combined Net Assets as indicated.
SECOND TRANCHE: THIRD TRANCHE:
DAILY COMBINED DAILY COMBINED
NET ASSETS IN NET ASSETS IN FOURTH TRANCHE:
FIRST TRANCHE: EXCESS OF EXCESS OF DAILY COMBINED
DAILY COMBINED NET $500,000,000 $1,000,000,000 NET ASSETS IN
ASSETS AND UP TO AND UP TO EXCESS OF
NAME OF PORTFOLIO UP TO $500,000,000 $1,000,000,000 $2,500,000,000 $2,500,000,000
------------------- ------------------ --------------- -------------- ---------------
Growth
Opportunities Trust
Intrinsic Value
Trust
U.S. Multi Sector
Trust
Growth Trust
Managed Trust*
Growth & Income
Trust**
* Such portion of the assets of the Portfolio as shall be allocated to the
Subadviser by the Adviser from time to time.
** Calculations set forth above for Growth & Income Trust are effective only
upon approval of shareholders of an increase in the advisory fee at a meeting
currently scheduled for October 17, 2005 (or any adjournment thereof). Prior to
such approval, the Applicable Rate will be calculated solely on the basis of
Daily Portfolio Net Assets, without regard to Other Assets or Combined Assets,
as follows: 0.250% for the first $500 million of Daily Portfolio Net Assets;
0.200% for the Daily Portfolio Net Assets between $500 million and $1 billion;
and 0.150% for all Daily Portfolio Net Assets over $1 billion.
FIRST TRANCHE: SECOND TRANCHE: THIRD TRANCHE:
DAILY COMBINED NET DAILY COMBINED NET ASSETS IN DAILY COMBINED NET
ASSETS EXCESS OF $100,000,000 ASSETS IN EXCESS OF
NAME OF PORTFOLIO UP TO $100,000,000 AND UP TO $1,000,000,000 $1,000,000,000
--------------------- ------------------ ---------------------------- -------------------
International
Growth Trust
International Stock
Trust
Unless otherwise indicated above, the "Applicable Rate" is equal to the quotient
of (a) the sum of the products of the percentage and the dollar amount of the
portion of Daily Combined Net Assets in each respective tranche, divided by (b)
the total amount of Daily Combined Net Assets. For example, using the first
Portfolio above, Growth Opportunities Trust, if Daily Combined Net Assets were
$3,000,000,000, the Applicable Rate would be (($500,000,000 * 0.350%) +
($500,000,000 * 0.330%) + ($1,500,000,000 * 0.320%) + ($500,000,000 * 0.310%)) /
$3,000,000,000 = ($175m + $165m + $480m + $155m) / $3,000m = 0.325%.
8
AMENDMENT TO SUBADVISORY AGREEMENT
INDEPENDENCE INVESTMENT LLC
AMENDMENT made as of this ___ day of _____ 2005 to the Subadvisory
Agreement dated April 29, 2005 (the "Agreement"), between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC (formerly, Manufacturers Securities
Services, LLC), a Delaware limited partnership (the "Adviser"), and Independence
Investment LLC, a Delaware limited liability company (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.
3. EFFECTIVE DATE
This Amendment shall become effective 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: _____________________________
INDEPENDENCE INVESTMENT LLC
By: ___________________________
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"):
PORTFOLIO AGGREGATE NET ASSETS
------------------------------------------ --------------------
Growth & Income Trust II..................
Small Cap 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)
----------------------------------- -----------------------------------
Not Applicable --
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.
AMENDMENT TO SUBADVISORY AGREEMENT
▇▇▇▇ ▇▇▇▇▇▇▇ ADVISERS, LLC
AMENDMENT made as of this ____ day of ____, 2005 to the Subadvisory
Agreement dated April 30, 2004, as amended (the "Agreement"), between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC, (formerly, Manufacturers Securities
Services, LLC)., a Delaware limited liability company (the "Adviser"), and ▇▇▇▇
▇▇▇▇▇▇▇ Advisers, LLC, a Delaware limited liability company (the "Subadviser").
In consideration of the mutual covenants contained herein, the parties agree as
follows:
1. ADDITION OF NEW PORTFOLIO
Appendix A of the Agreement relating to compensation of the Subadviser
shall be deleted and replaced by the attached Appendix A.
2. EFFECTIVE DATE
This Amendment shall become effective on the later to occur of (i)
approval of this amendment by the Trustees of the ▇▇▇▇ ▇▇▇▇▇▇▇ Trust and (ii)
the date of its execution.
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: _____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Executive Vice President,
Secretary and General Counsel
▇▇▇▇ ▇▇▇▇▇▇▇ ADVISORS, LLC
By: ___________________________
APPENDIX A
The Subadviser shall serve as investment subadviser for each Portfolio of
the Trust listed below (portion of the net assets of the Portfolio managed by
the Subadviser as may be assigned to the Subadviser from the Adviser from time
to time, in the case of the Active Bond Trust). 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"):
PORTFOLIO AGGREGATE NET ASSETS
Active Bond Trust
EXCESS OVER
FIRST $500 MILLION OF $500 BILLION OF AGGREGATE NET
PORTFOLIO AGGREGATE NET ASSETS* ASSETS*
Strategic Income Trust*...................
*The term Aggregate Net Assets includes the net assets of a Portfolio of the
Trust (portion of the net assets of the Portfolio managed by the Subadviser as
may be assigned to the Subadviser from the Adviser from time to time, in the
case of the Active Bond 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)
---------------------- ----------------------------------
Strategic Income Trust -- Strategic Income 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.
AMENDMENT TO SUBADVISORY AGREEMENT
▇▇▇▇▇▇▇▇ ASSOCIATES LLC
AMENDMENT made as of this ___ day of ____, 2005 to the Subadvisory
Agreement dated November 1, 2001 (the "Agreement"), between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC, (formerly, Manufacturers Securities
Services, LLC)., a Delaware limited liability company (the "Adviser"), and
▇▇▇▇▇▇▇▇ Associates LLC, a Delaware limited liability company (the
"Subadviser"). In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. 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
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,
provided that such restriction shall not apply to any disclosure by the
Subadviser to its affiliates or to any disclosure required by regulatory
authorities, applicable law or the rules of any securities exchange which may be
applicable or by legal process (including a subpoena) or if such disclosure is
to the Subadviser's counsel, auditors, agents or consultants who agree to keep
such information confidential.
Each party further agrees to treat as confidential any records or information
(together "Information") obtained from the other pursuant to this Agreement and
not to disclose any part of the Information to a third party or use the
Information other than for purposes of carrying out the terms of this Agreement;
provided, however, that such restrictions shall not apply to any disclosure of
Information by either party to its affiliates or to any disclosure required by
regulatory authorities, applicable law or the rules of any securities exchange
which may be applicable or by legal process (including a subpoena) or if such
disclosure is to either party's counsel, auditors, agents or consultants who
agree to keep such information confidential. Each party shall inform all of its
agents of the confidentiality provisions of this Agreement..
2. EFFECTIVE DATE
This Amendment shall become effective on the later to occur of (i)
approval of this amendment by the Trustees of the ▇▇▇▇ ▇▇▇▇▇▇▇ Trust and (ii)
the date of its execution.
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: _____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Executive Vice President,
Secretary and General Counsel
▇▇▇▇▇▇▇▇ ASSOCIATES LLC
By: ___________________________
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"):
EXCESS OVER
FIRST $300 MILLION OF $300 MILLION OF AGGREGATE NET
PORTFOLIO AGGREGATE NET ASSETS ASSETS
Capital Appreciation 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, in each case based on market values as reported by the Trust's
custodian.
Trust Portfolio(s) Other Portfolio(s)
-------------------------- --------------------------------------
Capital Appreciation Trust -- Capital Appreciation 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 (as determined by percentage rate
breakpoints) 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.
AMENDMENT TO SUBADVISORY AGREEMENT
▇▇▇▇ ▇▇▇▇▇ FUNDS MANAGEMENT, INC.
AMENDMENT made as of this ___ day of _____ 2005 to the Subadvisory
Agreement dated April 30, 2004 (the "Agreement"), between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC (formerly, Manufacturers Securities
Services, LLC), a Delaware limited partnership (the "Adviser"), ▇▇▇▇ ▇▇▇▇▇ Funds
Management, Inc., a Maryland Corporation (the "Subadviser"), and ▇▇▇▇ ▇▇▇▇▇
Capital Management, Inc. ("LMCM").
Pursuant to the terms of the Agreement, the Adviser retained the
Subadviser to provide portfolio management services to the ▇▇▇▇ ▇▇▇▇▇▇▇ Trust;
and
The Subadviser and LMCM are affiliated by virtue of being wholly owned
subsidiaries of ▇▇▇▇ ▇▇▇▇▇, Inc. and sharing common officers, directors, and
employees; and
The Subadviser desires to transfer its duties and obligations under the
Agreement to LMCM, and LMCM is willing to accept the transfer and assume the
duties and obligations under the Agreement on the terms and conditions set forth
herein; and
The Subadviser and LMCM have provided the Adviser with an opinion of
counsel that analyzes the treatment of the transfer under the provisions of the
Investment Company Act of 1940 (the "Investment Company Act") and the Investment
Advisers Act of 1940 (the "Investment Advisers Act"), and the regulations
thereunder; and
The Adviser has agreed to the proposed transfer; and
The Adviser and LMCM desire to make additional amendments to the Agreement
as set forth below.
In consideration of the mutual covenants contained herein, the parties
agree as follows:
1. TRANSFER AND ASSUMPTION.
The parties agree that the terms and conditions of the Agreement are
incorporated herein by reference. Effective _________, 2005, the Subadviser
hereby transfers, conveys and sets over all of its rights, interests, claims and
entitlements under the Agreement to LMCM and to its successors and permitted
assigns, it being understood that such transfer, conveyance and set over will
not result in the automatic termination of the Agreement as a result of an
"assignment" within the meaning set forth in the Investment Company Act or the
Investment Advisers Act, and the regulations thereunder. The covenants,
liabilities, duties and obligations of the Subadviser under or in connection
with or arising out of the Agreement are hereby undertaken, assumed and agreed
to be performed or otherwise discharged when due by LMCM. Except as herein
provided, this Amendment shall not be construed to modify, terminate or merge
any rights any party to the Agreement has pursuant to the terms thereof, and the
parties hereby confirm all of the terms and provisions of the Agreement as
remaining in full force and effect.
2. CONSENT.
The Adviser hereby consents and agrees to the foregoing transfer and assumption.
3. CHANGE IN APPENDIX A
Appendix A of the Agreement relating to compensation shall be deleted and
replaced by the attached Appendix A.
4. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS
LMCM 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.
5. EFFECTIVE DATE
This Amendment shall become effective 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: _____________________________
▇▇▇▇ ▇▇▇▇▇ FUNDS MANAGEMENT, INC.
By: ____________________________
▇▇▇▇ ▇▇▇▇▇ CAPITAL MANAGEMENT, INC.
By: ___________________________
APPENDIX A
LMCM shall serve as investment subadviser for each Portfolio of the Trust
listed below. The Adviser will pay LMCM, 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"):
FIRST $350 EXCESS OVER
MILLION OF $350 MILLION
AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS*
---------------------- ------------ ------------
Core Equity 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)
-------------------- -----------------------------
Core Equity Trust -- Core Equity 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 LMCM 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 LMCM with such information as LMCM 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 LMCM.
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.
SECOND AMENDMENT TO SUBADVISORY AGREEMENT
AMENDMENT made as of this ___ day of ___, 2005 to the Subadvisory
Agreement dated April 30, 2001, as amended (the "Agreement"), between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC (formerly, Manufacturers Securities
Services, LLC), a Delaware limited liability company (the "Adviser"), and Lord,
▇▇▇▇▇▇ & Co. LLC, a Delaware limited liability company (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. 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.
2. EFFECTIVE DATE
This Amendment shall become effective 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: ______________________________________
LORD, ▇▇▇▇▇▇ & CO. LLC
By: _____________________________
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 $200 MILLION AND $500 EXCESS OVER
FIRST $200 MILLION OF MILLION OF AGGREGATE NET $500 MILLION OF AGGREGATE NET
PORTFOLIO AGGREGATE NET ASSETS* ASSETS* ASSETS*
Mid Cap Value Trust..... 0.450% 0.400% 0.375%
BETWEEN $250 MILLION AND $500 EXCESS OVER
FIRST $250 MILLION OF MILLION OF AGGREGATE NET $500 MILLION OF AGGREGATE NET
PORTFOLIO AGGREGATE NET ASSETS* ASSETS* ASSETS*
All Cap Value 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)
------------------- -------------------------------
Mid Cap Value Trust -- Mid Cap Value Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
All Cap Value Trust All Cap Value Fund
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.
AMENDMENT TO SUBADVISORY AGREEMENT
FUND ASSET MANAGEMENT, L.P.
AMENDMENT made as of this ___ day of _____ 2005 to the Subadvisory
Agreement dated May 1, 2003, as amended (the "Agreement"), between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC (formerly, Manufacturers Securities
Services, LLC), a Delaware limited partnership (the "Adviser"), and Fund Asset
Management, L.P., a Delaware limited partnership (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. EFFECTIVE DATE
This Amendment shall become effective 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: _____________________________
FUND ASSET MANAGEMENT, L.P.
By: ___________________________
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
$300 MILLION
FIRST $300 AND $500 EXCESS OVER
MILLION OF MILLION OF $500 MILLION
AGGREGATE AGGREGATE OF AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS* NET ASSETS*
------------------------ ------------ ------------ ------------
Large Cap Value 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)
--------------------- ---------------------------------
Large Cap Value Trust -- Large Cap 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.
AMENDMENT TO SUBADVISORY AGREEMENT
MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
AMENDMENT made as of this ____ day of _____ 2005 to the Subadvisory
Agreement dated May 1, 2003, as amended (the "Agreement"), between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC (formerly, Manufacturers Securities
Services, LLC), a Delaware limited partnership (the "Adviser"), and MFC Global
Investment Management (U.S.A.) Limited, a Canadian corporation (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 is
amended to add the Index Allocation Trust.
3. EFFECTIVE DATE
This Amendment shall become effective 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: _____________________________
MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED
By: ___________________________
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"):
PORTFOLIO AGGREGATE NET ASSETS*
Index Allocation Trust...
PORTFOLIO AGGREGATE NET ASSETS*
Emerging Growth Trust...
BETWEEN
$1.5 BILLION
AND $7.5 EXCESS OVER
FIRST $1.5 BILLION BILLION OF $7.5 BILLION
OF AGGREGATE NET AGGREGATE NET OF AGGREGATE
PORTFOLIO ASSETS* ASSETS* NET ASSETS*
Lifestyle Aggressive 1000 Trust ........
Lifestyle Growth 820 Trust .............
Lifestyle Balanced 640 Trust ...........
Lifestyle Moderate 460 Trust ...........
Lifestyle Conservative 280 Trust .......
EXCESS OVER
FIRST $500 MILLION OF $500 MILLION
AGGREGATE NET OF AGGREGATE
PORTFOLIO ASSETS* NET ASSETS*
Pacific Rim Trust....
EXCESS OVER
FIRST $50 MILLION OF $50 MILLION
AGGREGATE NET OF AGGREGATE
PORTFOLIO ASSETS* NET ASSETS*
Quantitative All Cap Trust....
EXCESS OVER
FIRST $200 MILLION OF $200 MILLION
AGGREGATE NET OF AGGREGATE
PORTFOLIO ASSETS* NET ASSETS*
Quantitative Mid Cap Trust....
BETWEEN
$500 MILLION AND EXCESS OVER
FIRST $500 MILLION OF $1 BILLION OF $1 BILLION OF
NET AGGREGATE AGGREGATE NET AGGREGATE NET
PORTFOLIO ASSETS* ASSETS* ASSETS*
Quantitative Value Trust...
EXCESS OVER
FIRST $500 MILLION OF $500 MILLION
AGGREGATE NET OF AGGREGATE
PORTFOLIO ASSETS* NET ASSETS*
500 Index Trust B.........
Money Market Trust B......
Money Market Trust........
BETWEEN
$250 MILLION AND EXCESS OVER
FIRST $250 MILLION OF $1 BILLION OF $500 BILLION OF
NET AGGREGATE AGGREGATE NET AGGREGATE NET
PORTFOLIO ASSETS* ASSETS* ASSETS*
Small Cap Index Trust.............
Mid Cap Index Trust...............
Total Stock Market Index Trust....
500 Index 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)
------------------------------- ----------------------------------------
Index Allocation Trust None
Emerging Growth Trust None
Lifestyle Aggressive 1000 Trust -- Lifestyle Growth 820 Trust
Lifestyle Balanced 640 Trust
Lifestyle Moderate 460 Trust
Lifestyle Conservative 280 Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust and
Lifestyle Aggressive Trust
Lifestyle Growth Trust
Lifestyle Balanced Trust
Lifestyle Moderate Trust
Lifestyle Conservative Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Lifestyle Growth 820 Trust Lifestyle Aggressive 1000 Trust
Lifestyle Balanced 640 Trust
Lifestyle Moderate 460 Trust
Lifestyle Conservative 280 Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust and
Lifestyle Aggressive Trust
Lifestyle Growth Trust
Lifestyle Balanced Trust
Lifestyle Moderate Trust
Lifestyle Conservative Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Lifestyle Balanced 640 Trust Lifestyle Aggressive 1000 Trust
Lifestyle Growth 820 Trust
Lifestyle Moderate 460 Trust
Lifestyle Conservative 280 Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust and
Lifestyle Aggressive Trust
Lifestyle Growth Trust
Lifestyle Balanced Trust
Lifestyle Moderate Trust
Lifestyle Conservative Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Lifestyle Moderate 460 Trust Lifestyle Aggressive 1000 Trust
Lifestyle Growth 820 Trust
Lifestyle Balanced 640 Trust
Lifestyle Conservative 280 Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust and
Lifestyle Aggressive Trust
Lifestyle Growth Trust
Lifestyle Balanced Trust
Lifestyle Moderate Trust
Lifestyle Conservative Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Lifestyle Conservative 280 Trust Lifestyle Aggressive 1000 Trust
Lifestyle Growth 820 Trust
Lifestyle Balanced 640 Trust
Lifestyle Moderate 460 Trust , each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Trust and
Lifestyle Aggressive Trust
Lifestyle Growth Trust
Lifestyle Balanced Trust
Lifestyle Moderate Trust
Lifestyle Conservative Trust, each a
series of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II.
Pacific Rim Trust Pacific Rim Fund, a series of ▇▇▇▇ ▇▇▇▇▇▇▇
Funds II
Quantitative All Cap Trust Quantitative All Cap Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Quantitative Mid Cap Trust Quantitative Mid Cap Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Quantitative Value Trust Quantitative Value Fund, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Funds II
Quantitative Equity Trust Quantitative Equity Fund, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Funds II
50 Index Trust B 500 Index Fund B, a series of ▇▇▇▇ ▇▇▇▇▇▇▇
Funds II
Money Market Index Trust B Money Market Index Fund B, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Money Market Trust Money Market Fund, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Funds II
Small Cap Index Trust Small Cap Index Fund, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Funds II
Mid Cap Index Trust Mid Cap Index Fund, a series of ▇▇▇▇
▇▇▇▇▇▇▇ Funds II
Total Stock Market Index Trust Total Stock Market Index Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
500 Index Trust 500 Index 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.
AMENDMENT TO SUBADVISORY AGREEMENT
▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, LLC
AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory
Agreement dated March 22, 2005, as amended (the "Agreement"), between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC (formerly Manufacturers Securities
Services, LLC"), a Delaware limited partnership (the "Adviser"), and ▇▇▇▇▇▇▇
Capital Management, LLC, a Delaware limited liability company (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. EFFECTIVE 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: ___________________________
▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, LLC
by: _____________________________________
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
$250 MILLION AND $500 EXCESS OVER
FIRST $250 MILLION OF MILLION OF AGGREGATE NET $500 MILLION OF AGGREGATE NET
PORTFOLIO AGGREGATE NET ASSETS* ASSETS* ASSETS*
International Opportunities Trust.........
*The term Aggregate Net Assets for a given day 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 of the Trust or other trusts 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 for a
given day, the net assets of the Portfolio and each other portfolio of the Trust
or other trusts are determined by the Custodian 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 or trust are determined as of the close of business on the
previous business day of that fund or trust.
This Appendix A is deemed to amend the fee schedules for the other portfolios to
the extent that it is inconsistent with such schedules.
Trust Portfolio(s) Other Portfolio(s)
--------------------------------- ------------------------------------------
International Opportunities Trust -- International Opportunities Fund, a series
of ▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
The Subadviser Fee for each Portfolio shall be accrued for each calendar day by
the Custodian, 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
Subadviser Fee accruals shall be based in part on the applicable annual fee rate
for the Portfolio/s ("Applicable Annual Fee Rate"), which may vary from day to
day depending on the amount of Aggregate Net Assets. The Applicable Annual Fee
Rate on a given day is a blended rate that is calculated by (i) multiplying each
rate in the table above by the relevant portion of the Aggregate Net Assets;
(ii) adding together the resulting amounts; and (iii) dividing the sum of those
amounts by the Aggregate Net Assets. The daily fee accruals will be computed by
the Custodian 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 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. 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, the applicable 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, 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.
AMENDMENT TO SUBADVISORY AGREEMENT
MASSACHUSETTS FINANCIAL SERVICES COMPANY
AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory
Agreement dated ______, as amended (the "Agreement"), between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC (formerly, "Manufacturers Securities
Services, LLC"), a Delaware limited partnership (the "Adviser"), and
Massachusetts Financial Services Company, a Delaware corporation. (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. EFFECTIVE 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: ___________________________
MASSACHUSETTS FINANCIAL SERVICES COMPANY
by: _____________________________________
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 $900
BETWEEN BETWEEN $600 MILLION MILLION AND
FIRST $300 MILLION $300 MILLION AND $600 AND $900 MILLION OF $1.5 BILLION OF EXCESS OVER
OF AGGREGATE NET MILLION OF AGGREGATE AGGREGATE NET AGGREGATE NET $1.5 BILLION OF
PORTFOLIO ASSETS* NET ASSETS* ASSETS* ASSETS* AGGREGATE NET ASSETS*
Strategic Value Trust..
Utilities 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)
---------------------- ----------------------------------
Strategic Growth Trust -- Strategic Growth Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Utilities Trust Utilities 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.
AMENDMENT TO SUBADVISORY AGREEMENT
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENTS LP
AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory
Agreement dated December 31, 1996, as amended (the "Agreement"), between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC (formerly, "Manufacturers Securities
Services, LLC"), a Delaware limited partnership (the "Adviser"), and ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Inc (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. EFFECTIVE 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: ___________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT INC.
by: _______________________________________________
APPENDIX A
The Subadviser shall serve as investment subadviser for the 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 the
Portfolio, the fee at an annual rate as follows (the "Subadviser Fee"):
BETWEEN
FIRST $200 MILLION $200 MILLION AND $500 EXCESS OVER
OF AGGREGATE NET MILLION OF AGGREGATE $500 MILLION OF
PORTFOLIO ASSETS* NET ASSETS* AGGREGATE NET ASSETS*
Value Trust........
*The term Aggregate Net Assets includes the net assets of the Portfolio of the
Trust. It also includes 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 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)
------------------ -----------------------
Value Trust -- Value Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
The Subadviser Fee for the 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 Subadviser Fee for
the 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 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 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.
AMENDMENT TO SUBADVISORY AGREEMENT
AMENDMENT made as of this ___ day of _____, 2005 to the Subadvisory
Agreement dated ____________ as amended (the "Agreement"), between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC (formerly, Manufacturers Securities
Services, LLC), a Delaware limited partnership (the "Adviser"), and Munder
Capital Management (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. EFFECTIVE DATE
This Amendment shall become effective with respect to each portfolio on
the later to occur of: (i) (ii) 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: ______________________________________
MUNDER CAPITAL MANAGEMENT
by: _____________________________
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"):
EXCESS OVER
$500 MILLION OF
FIRST $500 MILLION OF AGGREGATE NET
PORTFOLIO AGGREGATE NET ASSETS* ASSETS*
Small Cap Opportunities 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)
----------------------------- -----------------------------------------
Small Cap Opportunities Trust -- Small Cap Opportunities 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.
AMENDMENT TO SUBADVISORY AGREEMENT
SUSTAINABLE GROWTH ADVISERS, L.P.
AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory
Agreement dated April 30, 2004, as amended (the "Agreement"), between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC (formerly, "Manufacturers Securities
Services, LLC"), a Delaware limited partnership (the "Adviser"), and Sustainable
Growth Advisers, L.P. (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. EFFECTIVE 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: ___________________________
SUSTAINABLE GROWTH ADVISERS, L.P.
by: _____________________________________
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"):
EXCESS OVER
FIRST $500 MILLION OF $500 MILLION OF AGGREGATE NET
PORTFOLIO AGGREGATE NET ASSETS* ASSETS*
U.S. Global Leaders Growth 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)
-------------------------------- ---------------------------------------------
U.S. Global Leaders Growth Trust -- U.S. Global Leaders Growth 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.
AMENDMENT TO SUBADVISORY AGREEMENT
▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory
Agreement dated January 28, 1999, as amended (the "Agreement"), between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC (formerly, "Manufacturers Securities
Services, LLC"), a Delaware limited partnership (the "Adviser"), and ▇. ▇▇▇▇
Price Associates, Inc. (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. EFFECTIVE 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: _____________________________
▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
by: _____________________________
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 $50 MILLION BETWEEN $200 MILLION BETWEEN $500 MILLION EXCESS OVER
FIRST $50 MILLION OF AND $200 MILLION OF AND $500 MILLION OF AND $1 BILLION OF $1 BILLION OF
AGGREGATE AGGREGATE AGGREGATE AGGREGATE AGGREGATE
PORTFOLIO NET ASSETS* NET ASSETS* NET ASSETS* NET ASSETS* NET ASSETS*
Mid Value Trust.............
Blue Chip Growth Trust......
Equity-Income Trust.........
Science & Technology Trust..
Health Sciences Trust.......
Small Company Value Trust...
FIRST EXCESS OVER
$250 MILLION OF $250 MILLION OF
AGGREGATE NET AGGREGATE NET
PORTFOLIO ASSET* ASSETS*
Spectrum Income 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)
-------------------------- --------------------------------------
Mid Value Trust -- Not Applicable
Blue Chip Growth Trust Blue Chip Growth Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Equity-Income Trust Equity-Income Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Science & Technology Trust Science & Technology Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Health Sciences Trust Health Sciences Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Small Company Value Trust Small Company Value Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Spectrum Income Trust Spectrum Income Fund, a series of
AMENDMENT TO SUBADVISORY AGREEMENT
▇▇▇▇▇▇▇▇▇ INVESTMENT COUNSEL LLC
AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory
Agreement dated February 1, 1999, as amended (the "Agreement"), between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC (formerly, "Manufacturers Securities
Services, LLC"), a Delaware limited partnership (the "Adviser"), and ▇▇▇▇▇▇▇▇▇
Investment Counsel LLC. (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. EFFECTIVE 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: ______________________________
▇▇▇▇▇▇▇▇▇ INVESTMENT COUNSEL LLC
by: ______________________________
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"):
FIRST $200 MILLION OF BETWEEN $200 MILLION AND $500 EXCESS OVER $500 MILLION OF
PORTFOLIO AGGREGATE NET MILLION OF AGGREGATE NET AGGREGATE NET
ASSETS* ASSETS* ASSETS*
International Small Cap Trust.....
International Value Trust......... #
#When Aggregate Net Assets for the International Value Trust exceed $500
million, the subadvisory fee is on all net assets of the International Value
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)
----------------------------- ------------------------------------------
International Small Cap Trust -- International Small Cap Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
International Value Trust International Value Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Global Trust, a series of the Trust, and
Global 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.
AMENDMENT TO SUBADVISORY AGREEMENT
▇▇▇▇▇▇▇▇▇ GLOBAL ADVISORS LIMITED
AMENDMENT made as of this ___ day of ________, 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. EFFECTIVE 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: ______________________________
▇▇▇▇▇▇▇▇▇ GLOBAL ADVISORS LIMITED
by: ______________________________
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 AND EXCESS OVER
FIRST $150 MILLION OF $300 MILLION OF $300 MILLION OF AGGREGATE
PORTFOLIO AGGREGATE NET ASSETS* AGGREGATE NET ASSETS* NET ASSETS#*
Global Trust.......
#When Aggregate Net Assets for the Global Trust exceed $300 million, the
advisory fee is 0.350% 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.
AMENDMENT TO SUBADVISORY AGREEMENT
UBS GLOBAL ASSET MANAGEMENT
AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory
Agreement dated April 30, 2003, as amended (the "Agreement"), between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC (formerly, "Manufacturers Securities
Services, LLC"), a Delaware limited partnership (the "Adviser"), and UBS Global
Asset Management (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. EFFECTIVE 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: _______________________
UBS GLOBAL ASSET MANAGEMENT
by: _______________________
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"):
EXCESS OVER
FIRST $500 MILLION OF $500 MILLION OF AGGREGATE
PORTFOLIO AGGREGATE NET ASSETS* NET ASSETS*
Global Allocation Trust...
BETWEEN
$250 MILLION AND $500 EXCESS OVER
FIRST $250 MILLION OF MILLION OF AGGREGATE $500 MILLION OF AGGREGATE
PORTFOLIO AGGREGATE NET ASSETS** NET ASSETS** NET ASSETS**
Large Cap 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 Allocation Trust -- Global Allocation Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Large Cap Trust Large Cap 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.
AMENDMENT TO SUBADVISORY AGREEMENT
AMENDMENT made as of this ___ day of ____, 2005 to the Subadvisory
Agreement dated January 29, 1999 as amended (the "Agreement"), between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC (formerly, Manufacturer's Securities
Services, LLC), a Delaware limited company (the "Adviser"), and Wellington
Management Company, LLP, a Massachusetts limited liability partnership (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.
4. EFFECTIVE DATE
This Amendment shall become effective with respect to each portfolio 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: _____________________________________
WELLINGTON MANAGEMENT COMPANY, LLP
By: _____________________________
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 $50 BETWEEN $200 BETWEEN $500
FIRST $50 MILLION AND MILLION AND $500 MILLION AND $1 EXCESS OVER
MILLION OF $200 MILLION OF MILLION OF BILLION OF $1 BILLION OF
AGGREGATE NET AGGREGATE NET AGGREGATE NET AGGREGATE NET AGGREGATE NET
PORTFOLIO ASSETS* ASSETS* ASSETS* ASSETS* ASSETS*
Natural Resources Trust..........
Investment Quality Bond Trust....
Mid Cap Stock Trust..............
FIRST EXCESS OVER
$100 MILLION OF $100 MILLION OF
AGGREGATE NET AGGREGATE NET
PORTFOLIO ASSET* ASSETS*
Small Cap Value Trust.....................
Small Cap Growth 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)
----------------------------- -----------------------------------------
Natural Resources Trust -- Natural Resources Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Investment Quality Bond Trust Investment Quality Bond Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Mid Cap Stock Trust Mid Cap Stock Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Small Cap Value Trust Small Cap Value Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
Small Cap Growth Trust Small Cap Growth 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.
AMENDMENT TO SUBADVISORY AGREEMENT
▇▇▇▇▇ CAPITAL MANAGEMENT, INCORPORATED
AMENDMENT made as of this ___ day of ________, 2005 to the Subadvisory
Agreement dated April 29, 2005, as amended (the "Agreement"), between ▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Services, LLC (formerly, "Manufacturers Securities
Services, LLC"), a Delaware limited partnership (the "Adviser"), and ▇▇▇▇▇
Capital Management, Incorporated (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. EFFECTIVE 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: ___________________________
▇▇▇▇▇ CAPITAL MANAGEMENT, INCORPORATED
by: _____________________________________
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
$200 MILLION AND $400 EXCESS OVER
FIRST $200 MILLION OF MILLION OF AGGREGATE NET $400 MILLION OF AGGREGATE NET
PORTFOLIO AGGREGATE NET ASSETS* ASSETS* ASSETS*
Core Bond Trust.....................
U.S. High Yield 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)
Core Bond Trust Core Bond Fund, a series of
▇▇▇▇ ▇▇▇▇▇▇▇ Funds II
U.S. High Yield Trust U.S. High
Yield 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.