AMENDMENT TO SUBADVISORY AGREEMENT
MFC Global Investment Management (U.S.A.) Limited
AMENDMENT made as of this ___ day of _____ 2007 to the Subadvisory
Agreement dated May 1, 2003, as amended (the "Agreement"), between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management 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 American Fundamental Holdings Trust and the American Global
Diversification Trust.
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: _____________________________
MFC Global Investment Management (U.S.A.) Limited
By: ___________________________
APPENDIX A
The Subadviser shall serve as investment subadviser for the Portfolios 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
Portfolios, the fee computed separately for each such Portfolio at an annual
rate stated as a percentage of current net assets as follows (the "Subadviser
Fee"):
First Between $250 million Excess Over
Portfolio $250 million and $500 million $500 million
American Fundamental Holdings Trust
American Global Diversification
Trust
For purposes of determining 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.
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 each Portfolio, this Agreement becomes effective or
terminates before the end of any month, the fee (if any) for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination 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.