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Sub-Advisory Agreements |
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2000 |
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ATTACHMENT FOR CURRENT FILING OF N-SAR
SUB-ITEM 77Q1(e)
EXHIBITS - Section A
SUB-ADVISORY AGREEMENTS
{TABLE}
{CAPTION}
EXHIBIT # DOCUMENT DESCRIPTION
--------------------------------------------------------------------------------
{S} {C}
1 Subadvisory Agreement between Manufacturers Securities Services,
LLC and Janus Capital Corporation.
2 Subadvisory Agreement between Manufacturers Securities Services,
LLC and Mitchell Hutchins Asset Management Inc
3 Subadvisory Agreement between Manufacturers Securities Services,
LLC and Munder Capital Management
4 Subadvisory Agreement between Manufacturers Securities Services,
LLC and Pacific Investment Management Company LLC
5 Subadvisory Consulting Agreement between Manufacturers Adviser
Corporation and State Street Global Advisors
{/TABLE}
{PAGE} 2
MANUFACTURERS INVESTMENT TRUST
SUBADVISORY AGREEMENT
AGREEMENT made this 30th day of April, 2000, between Manufacturers
Securities Services, LLC, a Delaware limited liability company (the "Adviser"),
and Janus Capital Corporation, a Colorado corporation (the "Subadviser"). In
consideration of the mutual covenants contained herein, the parties agree as
follows:
1. APPOINTMENT OF SUBADVISER
The Adviser appoints and the Subadviser undertakes to act as investment
subadviser to, and, subject to the supervision of the Trustees of Manufacturers
Investment 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. 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, provided that Trust, and
not Subadviser, maintains ultimate responsibility for
valuation of securities.
b. The Subadviser, at its expense, will furnish (i) 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
{PAGE} 3
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, provided that
Subadviser shall not be responsible for maintaining the accounts, books
and records of the Trust or the Portfolios, it being understood that
the Subadviser is not responsible for providing portfolio accounting
services.
f. Subadviser shall be responsible for the preparation and filing of
Schedules 13G and Forms 13F on behalf of the Portfolios. Subadviser
shall not be responsible for the preparation or filing of any other
reports required of the Portfolios by any governmental or regulatory
agency, except as expressly agreed to in writing by the Subadviser
which agreement shall not be unreasonably withheld.
g. The Adviser shall vote proxies received in connection with securities
held by the Portfolios unless such function is delegated in writing to
the Subadviser.
h. Except as noted below, Subadviser shall be responsible for monitoring
compliance with all investment limitations and restrictions regarding
the Portfolios, including those set forth in the Investment Company
Act. Subadviser shall not be responsible, however, for monitoring
compliance with any investment limitations in connection with the
Portfolio's status as a registered investment company under the
Internal Revenue Code or the Portfolio's compliance with Section 817(h)
under the Internal Revenue Code. Subadviser shall also not be
responsible for monitoring compliance with any investment limitation
where such monitoring is subject to obtaining information regarding a
Portfolio from either the Adviser or the custodian to the Trust and
such information is not provided to the Subadviser after being
requested by the Subadviser. Subadviser agrees that if the custodian
fails to provide requested information to the Subadviser, then
Subadviser shall promptly notify the Adviser.
i. The Subadviser shall not be subject to the Code of Ethics of the Trust
as long as its Code of Ethics complies with applicable regulatory
requirements including Rule 17j-1 under the Investment Company Act and
such Code of Ethics is approved by the Board of Trustees of the Trust
as required by the Investment Company Act.
3. OBLIGATIONS OF ADVISER
a. Adviser has provided to Subadviser the information and documents listed
on the attached Appendix B. Throughout the term of this Agreement,
Adviser shall continue to provide any amendments, updates or
supplements to such information or documents in a timely manner.
Adviser shall timely furnish Subadviser with such additional
information as may be reasonably requested by Subadviser to perform its
responsibilities pursuant to this Agreement.
b Adviser shall provide Subadviser with such assistance in setting up and
maintaining brokerage and other accounts as Subadviser may reasonably
request to allow for the purchase or sale of various types of
securities pursuant to this Agreement.
4. CUSTODIAN
The Portfolios' assets shall be maintained in the custody of the
Portfolio's custodian identified to Subadviser. Any assets added to a Portfolio
shall be delivered directly to such custodian. Subadviser shall have no
liability for
{PAGE} 4
the acts or omissions of any custodian of a Portfolio's assets. Subadviser shall
have no responsibility for the segregation requirements of the Investment
Company Act or other applicable law except in regards to designating which
securities shall be segregated to cover transactions requiring segregating of
assets.
5. COMPENSATION OF SUBADVISER
The Adviser will pay the Subadviser with respect to each Portfolio the
compensation specified in Appendix A to this Agreement.
6. EXPENSES
Adviser and the Portfolio shall assume and pay their respective
organizational, operational, and business expenses not specifically assumed or
agreed to be paid by Subadviser pursuant to this Agreement. Subadviser shall pay
its own organizational, operational, and business expenses but shall not be
obligated to pay any expenses of Adviser or the Portfolio, including without
limitation: (a) interest and taxes; (b) brokerage commissions and other costs in
connection with the purchase or sale of securities or other investment
instruments for the Portfolio; and (c) custodian fees and expenses. Any
reimbursement of management fees required by any expense limitation provision
shall be the sole responsibility of Adviser.
Any liability arising out of a breach of duty pursuant to Section 36(b) of
the Investment Company Act due to an excessive advisory fee (but not subadvisory
fee) shall be the sole responsibility of the Adviser.
7. LIABILITY OF SUBADVISER
Neither the Subadviser nor any of its directors, 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 or any of its directors.
8. 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 or otherwise; that employees, agents and partners 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 Articles of Incorporation of the
Subadviser, respectively, or by specific provision of applicable law.
{PAGE} 5
9. 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.
10. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective with respect to each Portfolio on
the later of (i) its execution and (ii) the date of the meeting of the Board of
Trustees of the Trust, at which meeting this Agreement is approved as described
below. The Agreement will continue in effect for a period more than two years
from the date of its execution only so long as such continuance is specifically
approved at least annually either by the Trustees of the Trust or by a majority
of the outstanding voting securities of each of the Portfolios, 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. 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.
If any required shareholder approval of this Agreement or any
continuance of the Agreement is not obtained, the Subadviser will continue to
act as investment subadviser with respect to such Portfolio pending the required
approval of the Agreement or its continuance or of a new contract with the
Subadviser or a different adviser or subadviser or other definitive action;
provided, that the compensation received by the Subadviser in respect of such
Portfolio during such period is in compliance with Rule 15a-4 under the
Investment Company Act, and provided that Adviser uses best efforts to obtain
prompt approval.
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.
11. 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 the
portfolio manager of any Portfolio.
{PAGE} 6
12. REPRESENTATIONS AND WARRANTIES
a. Adviser represents and warrants the following:
i. Adviser is duly incorporated, validly existing and in good
standing as a limited liability corporation under the laws of
the state of Delaware and Adviser has all requisite corporate
power and authority under the laws of Delaware and federal
securities laws to execute, deliver and perform this
Agreement.
ii. Adviser is a registered investment adviser under the
Investment Advisers Act and is in compliance with all other
applicable registration requirements relating to investment
advisers.
iii. Adviser is currently in compliance, in all material respects,
with all applicable rules and regulations under the Investment
Advisers Act.
iv. Adviser has received a copy of Part II of Subadviser's Form
ADV.
a. Subadviser represents and warrants the following:
i. Subadviser has been duly incorporated and is validly existing
and in good standing as a corporation under the laws of the
state of Colorado and Subadviser has all requisite corporate
power and authority under the laws of Colorado and federal
securities laws to execute, deliver and perform this
Agreement.
ii. Subadviser is a registered investment adviser under the
Investment Advisers Act and is in compliance with all other
applicable registration requirements relating to investment
advisers.
iii. Subadviser is currently in compliance, in all material
respects, with all applicable rules and regulations under the
Investment Advisers Act.
13. SERVICES TO OTHER CLIENTS
The Adviser understand, 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, affiliates or
employees may purchase or sell for their own accounts or other clients.
Subadviser makes no representation or warranty, express or implied, that
any level of performance or investment results will be achieved by the Portfolio
or that the Portfolio will perform comparably with any standard or index,
including other clients of Subadviser, whether public or private.
14. 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.
15. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties.
16. HEADINGS
{PAGE} 7
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
17. 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.
18. 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.
19. 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.
20. 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 "Manufacturers Investment 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.
21. CONFIDENTIALITY AND PROPRIETARY RIGHTS
Neither the Adviser nor any of its affiliates will, without the prior
written permission of the Subadviser, directly or indirectly, use, disclose, or
furnish, to any person or entity, any records or information concerning the
business of the Subadviser that have been explicitly marked "Confidential" by
the Subadviser, except as necessary for the performance of the Adviser's duties
under this Agreement or the Investment Advisory Agreement between the Trust and
the Adviser, or as required by law upon prior written notice to Subadviser.
Subadviser is the sole owner of the name and mark "Janus." Adviser shall
not (and shall not permit any Portfolio to) use the name or mark "Janus" or make
representations regarding Subadviser or its affiliates without prior written
consent of Subadviser which shall not be unreasonably withheld. Upon termination
of this Agreement for any reason, Adviser shall immediately cease, and Adviser
shall cause the Portfolios to immediately cease, all use of the Janus name or
any Janus mark.
{PAGE} 8
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.
Manufacturers Securities Services, LLC
by: The Manufacturers Life Insurance Company of
North America, Managing Member
by: /s/ James R. Boyle
--------------------------
James R. Boyle, President
by: /s/ James D. Gallagher
--------------------------
James D. Gallagher, Vice President, Secretary
and General Counsel
Janus Capital Corporation
by: /s/ Bonnie Howe
--------------------------
Bonnie Howe, Vice President
{PAGE} 9
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 at an annual rate as follows based on average
daily net assets (the "Subadviser Percentage Fee"):
{TABLE}
{CAPTION}
BETWEEN
$100 MILLION
FIRST AND EXCESS OVER
PORTFOLIO $100 MILLION $500 MILLION $500 MILLION
{S} {C} {C} {C}
Dynamic Growth Trust...................... 0.55% 0.50% 0.45%
{/TABLE}
The Subadviser Percentage Fee for each Portfolio shall be accrued for
each calendar day and the sum of the daily fee accruals shall be paid monthly to
the Subadviser. The daily fee accruals will be computed by multiplying the
fraction of one over the number of calendar days in the year by the applicable
annual rate described in the preceding paragraph, and multiplying this product
by the net assets of the Portfolio as determined in accordance with the Trust's
prospectus and statement of additional information as of the close of business
on the previous business day on which the Trust was open for business.
If this Agreement becomes effective or terminates before the end of any
month, the fee (if any) for the period from the effective date to the end of
such month or from the beginning of such month to the date of termination, as
the case may be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs.
{PAGE} 10
Appendix B
Information and documentation provided by Adviser:
- A copy of the Trust's most recent registration statement.
- Copies of the Trust's current prospectus and statement of additional
information.
- The name of the Portfolio's custodian designated to hold assets in the
Portfolio.
- A list of the countries approved by the Trustees in accordance with Rule
17f-5 in which Portfolio assets may be maintained and a list of those
countries available immediately for investment.
- Copies of the most recent audited and unaudited financial statements
prepared for the Portfolio.
- Copies of Adviser's current: Rule 144A Procedures, Repurchase Agreement
Procedures, Rule 10f-3, 17a-7 and 17e-1 procedures and other procedures
that may affect the duties of Subadviser.
- An Internal Revenue Service Form W-9 completed by the Portfolio.
- A Qualified Institutional Investor Certification completed by the
Portfolio.
- A list of persons authorized to act on behalf of the Portfolio.
- A list of "affiliates" of the Trust, as such term is used in the
Investment Company Act, including all broker-dealers affiliated with the
Trust.
- Commodities Futures Trading Commission exemptions, notifications and/or
related documentation applicable to the Portfolio.
- A list of established futures accounts for the Portfolio.
{PAGE} 11
MANUFACTURERS INVESTMENT TRUST
SUBADVISORY AGREEMENT
AGREEMENT made this 30th day of April, 2000, between Manufacturers
Securities Services, LLC, a Delaware limited liability company (the "Adviser"),
and Mitchell Hutchins Asset Management Inc., a Delaware Corporation (the
"Subadviser"). In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. APPOINTMENT OF SUBADVISER
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