MANUFACTURERS INVESTMENT TRUST, NSAR-A, EX-99.77Q1OTHREXHB, 2000-08-29

MANUFACTURERS INVESTMENT TRUST
NSAR-A, EX-99.77Q1OTHREXHB, 2000-08-29

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<PAGE> 1
Exhibit 99.77Q1(E)

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).

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

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 Portfolio specified in Appendix A to this
Agreement as it shall be amended by the Adviser and the Subadviser from time to
time (the "Portfolio"). 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 Portfolio in accordance with the
Portfolio' registration statement, as amended. In fulfilling its
obligations to manage the investments and reinvestments of the assets
of the Portfolio, 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 Portfolio or are under consideration for
inclusion in the Portfolio;

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 Portfolio for which market
quotations are not readily available.

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 Portfolio (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
Portfolio 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.
<PAGE> 12
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 actions by the Subadviser on behalf of the Portfolio 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 Adviser hereby authorizes the Subadviser and any entity or person
associated with the Subadviser which is a member of a national
securities exchange to effect any transaction on such exchange for the
account of the Portfolio, which transaction is permitted by Section
11(a) of the Securities Exchange Act of 1934, as amended, and the
Adviser hereby consents to the retention of compensation by the
Subadviser or any person or entity associated with Subadviser. In no
instance will the Subadviser use Mitchell Hutchins (or any affiliated
person thereof) to effect securities transactions for the Portfolio
except in accordance with the federal securities laws and the rules and
regulations thereunder, or any applicable exemptive orders.

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

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 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 Article of Incorporation of the
Subadviser, respectively, or by specific provision of applicable law.

6. REGULATION

a. 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.

b. The Adviser agrees to provide to the Subadviser copies of the Trust's
Agreement and Declaration of Trust, by-laws, registration statement,
written instructions and directions of the Board of Trustees of the
Trust and the Adviser, and any amendment or supplements to any of these
materials as soon as practicable after such materials are available;
and further agrees to identify to the Subadviser in writing any
broker-dealers that are affiliated with the Adviser.

7. 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
<PAGE> 13
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 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. 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.

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:

c. any change in actual control or management of the Subadviser or the
portfolio manager of any 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, affiliates or
employees may purchase or sell for their own accounts or other clients.

10. AMENDMENTS TO THE AGREEMENT

11. ENTIRE AGREEMENT
<PAGE> 14
This Agreement contains the entire understanding and agreement of the
parties.

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

14. SEVERABILITY

15. GOVERNING LAW

16. LIMITATION OF LIABILITY

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

Mitchell Hutchins Asset Management Inc.

by: /s/ Julian Sluyters
-------------------------
Chief Administrative Officer
<PAGE> 16
APPENDIX A

The Subadviser shall serve as investment subadviser for the following
portfolio 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 (the "Subadviser
Percentage Fee"):

<TABLE>
<CAPTION>
BETWEEN BETWEEN
$50,000,000 $200,000,000
FIRST AND AND EXCESS OVER
PORTFOLIO $50,000,000 $200,000,000 $500,000,000 $500,000,000
<S> <C> <C> <C> <C>
Tactical Allocation Trust................. 0.40% 0.40% 0.40% 0.35%
</TABLE>

AGREEMENT made this 30th day of April, 2000, between Manufacturers
Securities Services, LLC, a Delaware limited liability company (the "Adviser"),
and Munder Capital Management, a Delaware general partnership (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 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

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.

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.
<PAGE> 18
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.

f. Unless otherwise specifically agreed in writing, Subadviser will not be
required to take any action or render any advice, with respect to the
voting of portfolio securities.

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

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 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 partnership agreement of the
Subadviser, respectively, or by specific provision of applicable law.

6. REGULATION

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:

c. any change in the partners or in actual control or management of the
Subadviser or the portfolio manager of any Portfolio.

9. SERVICES TO OTHER CLIENTS

10. 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
<PAGE> 20
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.

11. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the
parties.

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

14. DISCLOSURE STATEMENT

Adviser acknowledges receipt of Subadvisers Disclosure Statement, as
required by Rule 204-3 under the Investment Advisers Act of 1940, more
than 48 hours prior to the date of execution of this Agreement.

14. SEVERABILITY

15. GOVERNING LAW

16. LIMITATION OF LIABILITY

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

Munder Capital Management

by: /s/Terry Gardner
-------------------------
Terry Gardner, CFO
Compliance Officer
<PAGE> 22
APPENDIX A

<TABLE>
<CAPTION>
FIRST EXCESS OVER
PORTFOLIO $1 BILLION $1 BILLION
<S> <C> <C>
Internet Technologies Trust............... 0.65% 0.60%
</TABLE>

AGREEMENT made this 5th day of May, 2000, between Manufacturers
Securities Services, LLC, a Delaware limited liability company (the "Adviser"),
and Pacific Investment Management Company LLC, a Delaware 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 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

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.

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

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 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 partnership agreement of the
Subadviser, respectively, or by specific provision of applicable law.

6. REGULATION

7. DURATION AND TERMINATION OF AGREEMENT

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:

c. any change in partners of the Subadviser or the portfolio manager of
any Portfolio.

9. SERVICES TO OTHER CLIENTS

10. AMENDMENTS TO THE AGREEMENT

11. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the
parties.

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
<PAGE> 26
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.

The Subadviser is expressly authorized to rely upon any and all
instructions, approvals and notices given on behalf of the Adviser by any one or
more of those persons designated as representatives of the Adviser whose names,
titles and specimen signatures appear in Appendix "B" attached hereto. The
Adviser may amend such Appendix B from time to time by written notice to the
Subadviser. The Subadviser shall continue to rely upon these instructions until
notified by the Adviser to the contrary.

14. SEVERABILITY

15. GOVERNING LAW

16. LIMITATION OF LIABILITY

17. REPRESENTATIONS

The Adviser represents to the Subadviser that the Adviser has all
necessary power and authority to execute, deliver and perform this Agreement and
all transactions contemplated hereby, and such execution, delivery and
performance will not violate any applicable law, rule, regulation, governing
document (e.g., Certificate of Incorporation or Bylaws), contract or other
material agreement binding upon the Adviser.

The Subadviser represents to the Adviser that the Subadviser has all
necessary power and authority to execute, deliver and perform this Agreement and
all transactions contemplated hereby, and such execution, delivery and
performance will not violate any applicable law, rule, regulation, governing
document (e.g., Certificate of Incorporation or Bylaws), contract or other
material agreement binding upon the Adviser.

18. DELIVERY OF DISCLOSURE STATEMENTS

Concurrently with the execution of this Agreement, the Subadviser is
delivering to the Adviser a copy of Part II of its Form ADV, as revised, on
file with the Securities and Exchange Commission. The Adviser acknowledges
receipt of such copy.

The Subadviser has delivered to the Adviser a copy of its Disclosure
Document, as amended, dated December 1, 1999, on file with the Commodity Futures
Trading Commission. The Adviser hereby acknowledges receipt of such copy.

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.
<PAGE> 27
Manufacturers Securities Services, LLC

by: The Manufacturers Life Insurance Company of
North America, Managing Member

by: /s/ James D. Gallagher
--------------------------
James D. Gallagher, Vice President,
Secretary and General Counsel

by: /s/ James R. Boyle
--------------------------
James R. Boyle, President

Pacific Investment Management Company LLC

by: /s/ William R. Benz, II
--------------------------
Name: William R. Benz, II
Title: Managing Director
<PAGE> 28
APPENDIX A

<TABLE>
<CAPTION>
BETWEEN BETWEEN
$50,000,000 $200,000,000
FIRST AND AND EXCESS OVER
PORTFOLIO $50,000,000 $200,000,000 $500,000,000 $500,000,000
<S> <C> <C> <C> <C>
Total Return Trust........................ .300% .300%- .250% .250%
</TABLE>

<TABLE>
<CAPTION>
BETWEEN BETWEEN
$50,000,000 $200,000,000
FIRST AND AND EXCESS OVER
PORTFOLIO $50,000,000 $200,000,000 $500,000,000 $500,000,000
<S> <C> <C> <C> <C>
Global Bond Trust........................ .375% .350% .300% .250%
</TABLE>

- .30% between $50,000,000 and $150,000,000; .250% between $150,000,000 and
$200,000,000.

List of Authorized Persons

John D. DesPrez III
Robert Boyda
James Boyle
James D. Gallagher
Matt Schiffman
Gordon Shone
<PAGE> 30
MANUFACTURERS INVESTMENT TRUST
SUBADVISORY CONSULTING AGREEMENT

AGREEMENT made this 1st day of May 2000, between Manufacturers Adviser
Corporation, a Colorado Corporation (the "Subadviser"), and State Street Global
Advisors, a division of State Street Bank and Trust Company, a Massachusetts
trust company ("SSgA"). In consideration of the mutual covenants contained
herein, the parties agree as follows:

1. APPOINTMENT OF SSGA

SSgA undertakes to provide the services described in Section 2 below in
connection with the Subadviser's management of the Lifestyle Aggressive 1000
Trust, the Lifestyle Growth 820 Trust, the Lifestyle Balanced 640 Trust, the
Lifestyle Moderate 460 Trust, and the Lifestyle Conservative 280 Trust
(collectively, the "Lifestyle Trusts"), subject to the supervision of the
Trustees of Manufacturers Investment Trust (the "Trust") and the adviser to the
Trust, Manufacturers Securities Services, LLC (the "Adviser"). SSgA will be an
independent contractor and will have no authority to act for or represent the
Trust or Subadviser in any way except as expressly authorized in this Agreement
or another writing by the Trust and Subadviser.

SSgA represents that it is a "bank" as such term is defined in the
Investment Advisers Act and, therefore, is not required to be registered under
the Investment Advisers Act.

2. SERVICES TO BE RENDERED BY SSGA

a. SSgA will provide the Subadviser the following information and services
as may be requested by the Subadviser from time to time:

i. SSgA will, using SSgA's "Statistical Process Control
Methodology" and the resources provided by its Office of the
Fiduciary Adviser:

- track the performance of each of the investment
portfolios in which the Lifestyle Trusts invest (the
"nonLifestyle Trust portfolios") on an ongoing basis
and identify changes in returns of these portfolios;
- compare performance of the nonLifestyle Trust
portfolios to the performance of comparable
portfolios;
- calculate the probability that the subadvisers to the
nonLifestyle Trust portfolios will outperform their
performance benchmarks;

ii. SSgA will provide computer models, including its Growth Value
Rotation Model, and statistical information to assist the
Subadviser in making asset allocation determinations for the
Lifestyle Trusts. SSgA will also, if requested by the
Subadviser, make such asset allocation determinations.

b. SSgA, at its expense, will furnish all necessary (i) investment and
management facilities, including salaries of personnel required for it
to execute its duties faithfully under this Agreement, and (ii)
administrative facilities, including bookkeeping, clerical personnel
and equipment necessary to execute its obligations under this
Agreement.

3. COMPENSATION OF SSGA

The Subadviser will pay SSgA with respect to each Lifestyle Trust the
compensation specified in Appendix A to this Agreement.
<PAGE> 31
4. LIABILITY OF SSGA

Neither SSgA nor any of its directors, officers or employees shall be
liable to the Adviser, the Subadviser or the Trust for any error of judgment or
mistake of law or for any loss suffered by the Adviser, the Subadviser or the
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 SSgA or any of
its directors.

5. CONFLICTS OF INTEREST

It is understood that trustees, officers, agents and shareholders of
the Trust are or may be interested in SSgA as trustees, officers, partners or
otherwise; that employees, agents and partners of SSgA are or may be interested
in the Trust as trustees, officers, shareholders or otherwise; that SSgA 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 partnership agreement of SSgA, respectively, or by specific provision of
applicable law.

6. REGULATION

SSgA 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

This Agreement shall become effective with respect to each Lifestyle
Trust on the later of:

(i) its execution,
(ii) the date of the meeting of the Board of Trustees of the Trust, at
which meeting this Agreement is approved as described below,
(iii) the date of the meeting of the shareholders of the Lifestyle Trust at
which meeting this Agreement is approved by the vote of a majority of
the outstanding voting securities (as defined in the Investment
Company Act of 1940 ("Investment Company Act")) of the shareholders of
the Lifestyle Trust,
(iv) disclosure of the terms of this Agreement with respect to the
Lifestyle Trust in the prospectus of Manufacturers Investment Trust,
and
(v) May 1, 2000.

The Agreement will continue in effect for a period more than two years
from the date of its execution with respect to each Lifestyle Trust only so long
as such continuance is specifically approved at least annually either (i) by the
Trustees of the Trust or (ii) by a majority of the outstanding voting securities
of the Lifestyle Trusts, 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 Lifestyle
Trust 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
Lifestyle Trust 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 Lifestyle
Trust affected by the Agreement or (b) all the Lifestyle Trusts.

If any required shareholder approval of this Agreement or any
continuance of the Agreement is not obtained, SSgA will continue to provide the
services described herein with respect to the affected Lifestyle Trust pending
the required approval of the Agreement or its continuance or of a new contract
with SSgA or a different adviser or other definitive action; provided, that the
compensation received by SSgA in respect of such Lifestyle Trust during such
period is in compliance with Rule 15a-4 under the Investment Company Act.

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 Lifestyle
Trust
<PAGE> 32
by the vote of a majority of the outstanding voting securities of such
portfolio, on sixty days' written notice to the Subadviser and SSgA, or by the
Subadviser or SSgA 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), in the event the Subadvisory Agreement between the Subadviser and the
Adviser terminates for any reason with respect to the Lifestyle Trusts or in the
event the Advisory Agreement between the Adviser and the Trust terminates for
any reason with respect to the Lifestyle Trusts.

8. PROVISION OF CERTAIN INFORMATION BY SSGA

SSgA will promptly notify the Adviser and the Subadviser in writing of
the occurrence of any of the following events:

a. SSgA fails to be a "bank" as such term is defined under the Investment
Advisers Act;

b. SSgA 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 control of SSgA within the meaning of the Investment
Company Act.

9. SERVICES TO OTHER CLIENTS

The Subadviser understands, and has advised the Trust's Board of
Trustees, that SSgA 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 Subadviser understands, and has
advised the Trust's Board of Trustees that SSgA 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
Lifestyle Trusts. SSgA is not obligated to initiate transactions for a Lifestyle
Trust in any security which SSgA, its partners, affiliates or employees may
purchase or sell for their own accounts or other clients.

10. 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 Lifestyle Trust if a majority of the
outstanding voting securities of that Lifestyle Trust 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 Lifestyle Trust
affected by the amendment or (b) all the Lifestyle Trusts of the Trust.

11. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the
parties.

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, SSgA or the
Subadviser, as applicable, 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

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 "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.

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 ADVISER CORPORATION

by: /s/ Cindy Forbes
------------------------
Cindy Forbes, Vice President

by: /s/ James D. Gallagher
------------------------
James D. Gallagher, Secretary

STATE STREET GLOBAL ADVISORS, A DIVISION OF STATE
STREET BANK AND TRUST COMPANY

by: /s/ Timothy B. Hiubert
------------------------
Timothy B. Hiubert
<PAGE> 34
APPENDIX A

The Subadviser will pay SSgA, as full compensation for all services
provided under this Agreement a subadvisory consulting fee for each Lifestyle
Trust at an annual rate as follows:

<TABLE>
<CAPTION>
FIRST EXCESS OVER
PORTFOLIOS $100 MILLION $100 MILLION
<S> <C> <C>
Lifestyle Aggressive 1000 Trust........... .075% .050%

Lifestyle Growth 820 Trust................ .075% .050%

Lifestyle Balanced 640 Trust.............. .075% .050%

Lifestyle Moderate 460 Trust.............. .075% .050%

Lifestyle Conservative 280 Trust.......... .075% .050%
</TABLE>

The subadvisory consulting fee for each Lifestyle Trust is accrued for
each calendar day and the sum of the daily fee accruals will be paid monthly to
SSgA. 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 applicable Lifestyle Trust 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, will be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs.
<PAGE> 35

ATTACHMENT FOR CURRENT FILING OF N-SAR
SUB-ITEM 77Q1(e)

EXHIBITS -Section B

ADVISORY AGREEMENT AMENDMENTS

<TABLE>
<CAPTION>
EXHIBIT # DOCUMENT DESCRIPTION
------------ --------------------
<S> <C>
1 Expense Reimbursement Notice and Amendment dated April 30, 2000

2 Amendment to Amended and Restated Advisory Agreement between
Manufacturers Investment Trust and Manufacturers Securities
Services, LLC

3 Amendment to Amended and Restated Advisory Agreement between
Manufacturers Investment Trust and Manufacturers Securities
Services, LLC
</TABLE>
<PAGE> 36
Manulife Financial

April 30, 2000

Matthew R. Schiffman,
President
Manufacturers Investment Trust
73 Tremont Street
Boston, MA 02108

Dear Matt,

Pursuant to Section 2.d.ii. of the Investment Advisory Agreement (the
"Agreement") dated January 1, 1996, as amended and restated May 1, 1999, between
Manufacturers Investment Trust (the "Trust") and Manufacturers Securities
Services, LLC (the "Adviser"), the Adviser hereby gives the Trust notice that
effective May 1, 2000 the expense reimbursement for each of the Lifestyle
Trusts set forth in Section 2.d.ii. of the Agreement is terminated and replaced
with the following expense reimbursement.

If total expenses of a Lifestyle Trust (absent reimbursement) exceed
.075%, the Adviser will reimburse expenses of the Lifestyle Trust (or reduce the
advisory fee for the Lifestyle Trust) by an amount such that the total expenses
of the Lifestyle Trust, including the advisory fee but excluding: (a) the
expenses of the underlying portfolios, (b) taxes, (c) portfolio brokerage
commissions, (d) interest, (e) litigation and (f) indemnification expenses and
other extraordinary expenses not incurred in the ordinary course of the Trust's
business, equal .075%. If the total expenses of a Lifestyle Trust (absent
reimbursement) are equal to or less then .075% then no expenses will be
reimbursed by the Adviser.

The Adviser, continues, to reserve the right to eliminate the entire
expense reimbursement (or any part thereof) at any time upon notice to the
Trust.

Very truly yours,

Manufacturers Securities Services, LLC
By: The Manufacturers Life Insurance Company of North America, its 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

Manufacturers Securities Services, LLC
73 Tremont St., Suite 1300, Boston, MA 02108-3915
Fax: (617) 854-4301 Toll Free: (800) 711-4934
<PAGE> 37
MANUFACTURERS INVESTMENT TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

AMENDMENT made this 1st day of May, 2000, to the Amended and Restated
Advisory Agreement dated January 1, 1996, as amended and restated May 1, 1999,
between Manufacturers Investment Trust, a Massachusetts business trust (the
"Trust") and Manufacturers Securities Services, LLC, a Delaware limited
liability company ("MSS" or the "Adviser"). In consideration of the mutual
covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A to this Agreement is revised to reflect the appointment and
compensation of MSS as investment adviser for the additional portfolios (the
"Portfolios") as set forth in Appendix A to this Amendment.

2. CHANGE IN APPENDIX B

Appendix B to this Agreement is revised to include the Portfolios as
set forth in Appendix B to this Amendment.

3. EFFECTIVE DATE

This Amendment shall become effective with respect to each
Portfolio on the later of (i) the date of its execution, (ii) the effective date
of the post-effective amendment to the registration statement of the Trust under
the Securities Act of 1933 that incorporates with respect to the Portfolios the
terms of the Agreement as amended herein and (iii) the date of the meeting of
shareholders (or sole shareholder if applicable) of the Portfolios called for
the purpose of voting on this Amendment, at which meeting this Amendment shall
have been approved by the vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act of 1940, as amended) of the
Portfolios.

MANUFACTURERS INVESTMENT TRUST

By: /s/ Matthew R. Schiffman
----------------------------------
Matthew R. Schiffman, President

MANUFACTURERS SECURITIES SERVICES, LLC
By: The Manufacturers Life Insurance Company of North America, its 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
<PAGE> 38
APPENDIX A

1. Global Equity Trust: 0.900% of the current net assets of the Portfolio.

2. Blue Chip Growth Trust: 0.875% of the current net assets of the
Portfolio.

3. Mid Cap Blend Trust: 0.850% of the current net assets of the Portfolio.
(formerly, the Equity Trust)

4. Equity-Income Trust: 0.875% of the current net assets of the Portfolio.

5. Growth & Income Trust: 0.750% of the current net assets of the
Portfolio.

6. Strategic Bond Trust: 0.775% of the current net assets of the
Portfolio.

7. Global Bond Trust: 0.800% of the current net assets of the Portfolio.
(formerly, the Global Government Bond Trust)

8. Investment Quality Bond Trust: 0.650% of the current net assets of the
Portfolio.

9. U.S. Government Securities Trust: 0.650% of the current net assets of
the Portfolio.

10. Money Market Trust: 0.500% of the current net assets of the Portfolio.

11. Large Cap Growth Trust: 0.875% of the current net assets of the
Portfolio. (formerly, the Aggressive Asset Allocation Trust)

12. Income & Value Trust: 0.800% of the current net assets of the
Portfolio. (formerly, the Moderate Asset Allocation Trust)

13. Diversified Bond Trust: 0.750% of the current net assets of the
Portfolio. (formerly, the Conservative Asset Allocation Trust)

14. Overseas Trust: 0.950% of the current net assets of the Portfolio.
(formerly, the International Growth and Income Trust)

15. Mid Cap Growth Trust: 0.950% of the current net assets of the
Portfolio. (formerly, the Small/Mid Cap Trust)

16. International Small Cap Trust: 1.100% of the current net assets of the
Portfolio.

17. Growth Trust: 0.850% of the current net assets of the Portfolio.

18. Value Trust: 0.800% of the current net assets of the Portfolio.

19. High Yield Trust: 0.775% of the current net assets of the Portfolio.

20. International Stock Trust: 1.050% of the current net assets of the
Portfolio.

21. Science & Technology Trust: 1.100% of the current net assets of the
Portfolio.

22. Balanced Trust: 0.800% of the current net assets of the Portfolio.

23. Emerging Small Company Trust: 1.050% of the current net assets of the
Portfolio.
<PAGE> 39
24. Aggressive Growth Trust: 1.000% of the current net assets of the
Portfolio. (formerly, the Pilgrim Baxter Growth Trust)

25. Pacific Rim Emerging Markets Trust: 0.850% of the current net assets of
the Portfolio.

26. Real Estate Securities Trust: 0.700% of the current net assets of the
Portfolio.

27. Equity Index Trust: 0.250% of the current net assets of the Portfolio.

28. Quantitative Equity Trust: 0.700% of the current net assets of the
Portfolio.

29. Small Company Value Trust: 1.050% of the current assets of the
Portfolio.

30. Small Company Blend Trust: 1.050% of the current net assets of the
Portfolio.

31. U.S. Large Cap Value Trust: 0.875% of the current net assets of the
Portfolio.

32. Total Return Trust: 0.775% of the current net assets of the Portfolio.

33. International Value Trust: 1.000% of the current net assets of the
Portfolio.

34. Mid Cap Stock Trust: 0.925% of the current net assets of the Portfolio.

35. Lifestyle Conservative 280 Trust: 0.075% of the first $100 million of
current net assets of the Portfolio and .05% of the excess over $100
million.

36. Lifestyle Moderate 460 Trust: 0.075% of the first $100 million of
current net assets of the Portfolio and .05% of the excess over $100
million.

37. Lifestyle Balanced 640 Trust: 0.075% of the first $100 million of
current net assets of the Portfolio and .05% of the excess over $100
million.

38. Lifestyle Growth 820 Trust: 0.075% of the first $100 million of current
net assets of the Portfolio and .05% of the excess over $100 million.

39. Lifestyle Aggressive 1000 Trust: 0.075% of the first $100 million of
current net assets of the Portfolio and .05% of the excess over $100
million.

40. Internet Technologies Trust: 1.150% of the current net assets of the
Portfolio.

41. Dynamic Growth Trust: 1.000% of the current net assets of the
Portfolio.

42. Tactical Allocation Trust: 0.900% of the current net assets of the
Portfolio.

43. International Index Trust: 0.550% of the current net assets of the
Portfolio.

44. Small Cap Index Trust: 0.525% of the current net assets of the
Portfolio.

45. Mid Cap Index Trust: 0.525% of the current net assets of the Portfolio.
<PAGE> 40
46. Total Stock Market Index Trust: 0.525% of the current net assets of the
Portfolio.

47. 500 Index Trust: 0.525% of the current net assets of the Portfolio.

The Percentage Fee for each Portfolio shall be paid daily to the
Adviser. The daily fee will be computed by multiplying the fraction of one over
the number of calendar days in the year by the applicable annual rate described
in the preceding paragraph, and multiplying this product by the net assets of
the Portfolio as determined in accordance with the Trust's prospectus and
statement of additional information as of the close of business on the previous
business day on which the Trust was open for business.
<PAGE> 41
APPENDIX B

The Expense Limit for each Portfolio for the purposes of paragraph
2.d.i (B) shall be .50% for each Portfolio except the following:

<TABLE>
<CAPTION>
Portfolio Percent
--------- -------
<S> <C>
Global Equity Trust .75%

Global Bond Trust .75%
(formerly, the Global Government Bond Trust)

Overseas Trust .75%
(formerly, the International Growth and Income Trust)

International Small Cap Trust .75%

International Stock Trust .75%

Worldwide Growth Trust .75%

Pacific Rim Emerging Markets Trust .75%

International Value Trust .75%

Equity Index Trust .15%

International Index Trust .050%

Small Cap Index Trust .075%

Mid Cap Index Trust .075%

Total Stock Market Index Trust .075%

500 Index Trust .050%

Lifestyle Conservative 280 Trust *

Lifestyle Moderate 460 Trust *

Lifestyle Balanced 640 Trust *

Lifestyle Growth 820 Trust *

Lifestyle Aggressive 1000 Trust *
</TABLE>

*If total expenses of a Lifestyle Trust ( absent reimbursement) exceed
0.075%, the Adviser will reduce the advisory fee or reimburse expenses of
that Lifestyle Trust by an amount such that total expenses of the Lifestyle
Trust, equal 0.075%. If the total expenses of a Lifestyle Trust (absent
reimbursement) are equal to or less then 0.075%, then no expenses will be
reimbursed by the Adviser. (For purposes of the expense reimbursement total
expenses of a Lifestyle Trust includes the advisory fee but excludes (a) the
expenses of the Underlying Portfolios, (b) taxes, (c) portfolio brokerage,
(d) interest, (e) litigation and (f) indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Trust's
business.)
<PAGE> 42
MANUFACTURERS INVESTMENT TRUST
AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT

AMENDMENT made this 1st day of May, 2000, to the Amended and Restated
Advisory Agreement dated January 1, 1996, as amended and restated May 1, 1999
between Manufacturers Investment Trust, a Massachusetts business trust (the
"Trust") and Manufacturers Securities Services, LLC, a Delaware limited
liability company ("MSS" or the "Adviser"). In consideration of the mutual
covenants contained herein, the parties agree as follows:

1. CHANGE IN APPENDIX A

Appendix A to this Agreement is revised to reflect the increase in the
advisory fee for the Lifestyle Aggressive 1000 Portfolio, the Lifestyle Growth
820 Portfolio, the Lifestyle Balanced 640 Portfolio, the Lifestyle Moderate 460
Portfolio and the Lifestyle Conservative 280 Portfolio (collectively, the
"Lifestyle Trusts") as set forth in Appendix A to this Amendment.

2. EFFECTIVE DATE

This Amendment shall become effective with respect to a Lifestyle Trust
on the later to occur of: (i) approval by shareholders of such Lifestyle Trust,
(ii) disclosure of the terms of the Amendment in the prospectus of the Trust and
(iii) execution of the Amendment.

MANUFACTURERS INVESTMENT TRUST

By: /s/ Matthew R. Schiffman
-------------------------------
Matthew R. Schiffman, President

MANUFACTURERS SECURITIES SERVICES, LLC
By: The Manufacturers Life Insurance Company of North America, its 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
<PAGE> 43
APPENDIX A

1. Global Equity Trust: .90% of the current net assets of the Portfolio.

2. Blue Chip Growth Trust: .875% of the current net assets of the
Portfolio.

3. Mid Cap Blend Trust: .85% of the current net assets of the Portfolio.
(formerly, the Equity Trust)

4. Equity-Income Trust: .875% of the current net assets of the Portfolio.

5. Growth & Income Trust: .75% of the current net assets of the Portfolio.

6. Strategic Bond Trust: .775% of the current net assets of the Portfolio.

7. Global Bond Trust: .80% of the current net assets of the Portfolio.
(formerly, the Global Government Bond Trust)

8. Investment Quality Bond Trust: .65% of the current net assets of the
Portfolio.

9. U.S. Government Securities Trust: .65% of the current net assets of the
Portfolio.

10. Money Market Trust: .50% of the current net assets of the Portfolio.

11. Large Cap Growth Trust: .875% of the current net assets of the
Portfolio. (formerly, the Aggressive Asset Allocation Trust)

12. Income & Value Trust: .80% of the current net assets of the Portfolio.
(formerly, the Moderate Asset Allocation Trust)

13. Diversified Bond Trust: .75% of the current net assets of the
Portfolio. (formerly, the Conservative Asset Allocation Trust)

14. Overseas Trust: .95% of the current net assets of the Portfolio.
(formerly, the International Growth and Income Trust)

15. Mid Cap Growth Trust: .95% of the current net assets of the Portfolio.
(formerly, the Small/Mid Cap Trust)

16. International Small Cap Trust: 1.10% of the current net assets of the
Portfolio.

17. Growth Trust: .85% of the current net assets of the Portfolio.

18. Value Trust: .80% of the current net assets of the Portfolio.

19. High Yield Trust: .775% of the current net assets of the Portfolio.

20. International Stock Trust: 1.05% of the current net assets of the
Portfolio.

21. Science & Technology Trust: 1.10% of the current net assets of the
Portfolio.

22. Balanced Trust: .80% of the current net assets of the Portfolio.

23. Emerging Small Company Trust: 1.05% of the current net assets of the
Portfolio.
<PAGE> 44
24. Aggressive Growth Trust: 1.00% of the current net assets of the
Portfolio. (formerly, the Pilgrim Baxter Growth Trust)

25. Pacific Rim Emerging Markets Trust: .85% of the current net assets of
the Portfolio.

26. Real Estate Securities Trust: .70% of the current net assets of the
Portfolio.

27. Equity Index Trust: .25% of the current net assets of the Portfolio.

28. Quantitative Equity Trust: .70% of the current net assets of the
Portfolio.

29. Small Company Value Trust: 1.05% of the current assets of the
Portfolio.

30. Small Company Blend Trust: 1.05% of the current net assets of the
Portfolio.

31. U.S. Large Cap Value Trust: .875% of the current net assets of the
Portfolio.

32. Total Return Trust: .775% of the current net assets of the Portfolio.

33. International Value Trust: 1.00% of the current net assets of the
Portfolio.

34. Mid Cap Stock Trust: .925% of the current net assets of the Portfolio.

48. Lifestyle Conservative 280 Trust: .075% of the first $100 million of
current net assets of the Portfolio and .05% of the excess over $100
million.

49. Lifestyle Moderate 460 Trust: .075% of the first $100 million of
current net assets of the Portfolio and .05% of the excess over $100
million.

50. Lifestyle Balanced 640 Trust: .075% of the first $100 million of
current net assets of the Portfolio and .05% of the excess over $100
million.

51. Lifestyle Growth 820 Trust: : .075% of the first $100 million of
current net assets of the Portfolio and .05% of the excess over $100
million.

52. Lifestyle Aggressive 1000 Trust: .075% of the first $100 million of
current net assets of the Portfolio and .05% of the excess over $100
million.

The Percentage Fee for each Portfolio shall be paid daily to the Adviser. The
daily fee will be computed by multiplying the fraction of one over the number of
calendar days in the year by the applicable annual rate described in the
preceding paragraph, and multiplying this product by the net assets of the
Portfolio as determined in accordance with the Trust's prospectus and statement
of additional information as of the close of business on the previous business
day on which the Trust was open for business.

<PAGE> 45

ATTACHMENT FOR CURRENT FILING OF N-SAR
SUB-ITEM 77Q1(e)

EXHIBITS - Section C

SUB-ADVISORY AGREEMENT AMENDMENTS

<TABLE>
<CAPTION>
EXHIBIT # DOCUMENT DESCRIPTION
--------- --------------------
<S> <C>
1 Amendment to Subadvisory Agreement between Manufacturers Securities
Services, LLC and Manufacturers Advisor Corporation

2 Amendment to Subadvisory Agreement between Manufacturers Securities
Services, LLC and Manufacturers Advisor Corporation

3 Amendment to Subadvisory Agreement between Manufacturers Securities
Services, LLC and T. Rowe Price Associates,.Inc.
</TABLE>

<PAGE> 46

AMENDMENT TO SUBADVISORY AGREEMENT
MANUFACTURERS ADVISER CORPORATION

AMENDMENT made as of this 1st day of May, 2000 to the Subadvisory
Agreement dated October 1, 1996 as amended December 31, 1996 (the "Agreement"),
between Manufacturer's Securities Services, LLC, a Delaware limited liability
company (formerly, NASL Financial Services, Inc.) (the "Adviser"), and
Manufacturers Adviser Corporation, a Colorado corporation (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 to increase the fee the Adviser pays to the Subadviser with respect to
the Lifestyle Aggressive 1000 Portfolio, the Lifestyle Growth 820 Portfolio, the
Lifestyle Growth 640 Portfolio, the Lifestyle Moderate 460 Portfolio and the
Lifestyle Conservative 280 Portfolio as specified in Appendix A to this
Amendment.

2. EFFECTIVE DATE

This Amendment shall become effective with respect to each Portfolio on
the later to occur of: (i) approval by shareholders of such Lifestyle portfolio,
(ii) disclosure of the terms of the Amendment in the prospectus of the
Manufacturers Investment Trust, and (iii) 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.

MANUFACTURERS SECURITIES SERVICES, LLC
By: The Manufacturers Life Insurance Company of North America, its 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

MANUFACTURERS ADVISER CORPORATION

By: /s/ Cindy Forbes
-------------------------------------
Cindy Forbes, Vice President

By: /s/ James D. Gallagher
-------------------------------------
James D. Gallagher, Secretary

<PAGE> 47

APPENDIX A

1. Pacific Rim Emerging Markets Portfolio: .400% of the first
$50,000,000, .350% between $50,000,000 and $200,000,000, .275% between
$200,000,000 and $500,000,000 and .225% on the excess over $500,000,000
of the average daily value of the net assets of the Portfolio.

2. Quantitative Equity Portfolio: .275% of the first $50,000,000,
.225% between $50,000,000 and $200,000,000, .175% between $200,000,000
and $500,000,000 and .150% on the excess over $500,000,000 of the
average daily value of the net assets of the Portfolio.

3. Real Estate Securities Portfolio: .275% of the first
$50,000,000, .225% between $50,000,000 and $200,000,000, .175% between
$200,000,000 and $500,000,000 and .150% on the excess over $500,000,000
of the average daily value of the net assets of the Portfolio.

4. Equity Index Portfolio: .100% of the first $50,000,000, .100%
between $50,000,000 and $200,000,000, .100% between $200,000,000 and
$500,000,000 and .100% on the excess over $500,000,000 of the average
daily value of the net assets of the Portfolio.

5. Money Market Portfolio: .075% of the first $50,000,000, .075%
between $50,000,000 and $200,000,000, .075% between $200,000,000 and
$500,000,000 and .020% on the excess over $500,000,000 of the current
value of the net assets of the Portfolio;

6. Lifestyle Conservative 280 Trust: .075% of the first $100
million of the average daily value of the net assets of the Portfolio
and .05% of the excess over $100 million.

7. Lifestyle Moderate 460 Trust: .075% of the first $100 million
of the average daily value of the net assets of the Portfolio and .05%
of the excess over $100 million.

8. Lifestyle Balanced 640 Trust: .075% of the first $100 million
of the average daily value of the net assets of the Portfolio and .05%
of the excess over $100 million.

9. Lifestyle Growth 820 Trust: .075% of the first $100 million of
the average daily value of the net assets of the Portfolio and .05% of
the excess over $100 million.

10. Lifestyle Aggressive 1000 Trust: .075% of the first $100
million of the average daily value of the net assets of the Portfolio
and .05% of the excess over $100 million.

<PAGE> 48

AMENDMENT TO SUBADVISORY AGREEMENT
MANUFACTURERS ADVISER CORPORATION

AMENDMENT made as of this 1st day of May, 2000 to the Subadvisory
Agreement dated October 1, 1996 as amended (the "Agreement"), between
Manufacturers Securities Services, LLC, a Delaware limited liability company
(formerly, NASL Financial Services, Inc.) (the "Adviser"), and Manufacturers
Adviser Corporation, a Colorado corporation (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 reflect the fee that the Adviser pays to the Subadviser regarding the
following new portfolios: International Index Trust, Small Cap Trust, Mid Cap
Trust, Total Stock Market Trust, 500 Index Trust.

2. EFFECTIVE DATE

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.

MANUFACTURERS SECURITIES SERVICES, LLC
By: The Manufacturers Life Insurance Company of North America, its 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

MANUFACTURERS ADVISER CORPORATION

By: /s/ Cindy Forbes
--------------------------------
Cindy Forbes, Vice President, Treasurer
and Chief Financial Officer

By: /s/ James D. Gallagher
--------------------------------
James D. Gallagher, Secretary

<PAGE> 49

APPENDIX A

1. Pacific Rim Emerging Markets Portfolio: .400% of the first $50,000,000,
.350% between $50,000,000 and $200,000,000, .275% between $200,000,000 and
$500,000,000 and .225% on the excess over $500,000,000 of the average daily
value of the net assets of the Portfolio.

2. Quantitative Equity Portfolio: .275% of the first $50,000,000, .225%
between $50,000,000 and $200,000,000, .175% between $200,000,000 and
$500,000,000 and .150% on the excess over $500,000,000 of the average daily
value of the net assets of the Portfolio.

3. Real Estate Securities Portfolio: .275% of the first $50,000,000, .225%
between $50,000,000 and $200,000,000, .175% between $200,000,000 and
$500,000,000 and .150% on the excess over $500,000,000 of the average daily
value of the net assets of the Portfolio.

4. Equity Index Portfolio: .100% of the first $50,000,000, .100% between
$50,000,000 and $200,000,000, .100% between $200,000,000 and $500,000,000 and
.100% on the excess over $500,000,000 of the average daily value of the net
assets of the Portfolio.

5. Money Market Portfolio: .075% of the first $50,000,000, .075% between
$50,000,000 and $200,000,000, .075% between $200,000,000 and $500,000,000 and
.020% on the excess over $500,000,000 of the current value of the net assets of
the Portfolio;

11. Lifestyle Conservative 280 Trust: .075% of the first $100,000,000 of
the average daily value of the net assets of the Portfolio and .05% of the
excess over $100,000,000.

12. Lifestyle Moderate 460 Trust: .075% of the first $100,000,000 of the
average daily value of the net assets of the Portfolio and .05% of the excess
over $100,000,000.

13. Lifestyle Balanced 640 Trust: .075% of the first $100,000,000 of the
average daily value of the net assets of the Portfolio and .05% of the excess
over $100,000,000.

14. Lifestyle Growth 820 Trust: .075% of the first $100,000,000 of the
average daily value of the net assets of the Portfolio and .05% of the excess
over $100,000,000.

15. Lifestyle Aggressive 1000 Trust: .075% of the first $100,000,000 of the
average daily value of the net assets of the Portfolio and .05% of the excess
over $100,000,000.

16. International Index Trust: .070% of the first $250,000,000, .050%
between $250,000,000 and $500,000,000, .030% on the excess over $500,000,000 of
the current value of the net assets of the Portfolio.

17. Small Cap Index Trust: .040% of the first $250,000,000, .030% between
$250,000,000 and $500,000,000, .010% on the excess over $500,000,000 of the
current value of the net assets of the Portfolio.

18. Mid Cap Index Trust: .040% of the first $250,000,000, .030% between
$250,000,000 and $500,000,000, .010% on the excess over $500,000,000 of the
current value of the net assets of the Portfolio.

19. Total Stock Market Index Trust: .040% of the first $250,000,000, .030%
between $250,000,000 and $500,000,000, .010% on the excess over $500,000,000 of
the current value of the net assets of the Portfolio.

20. 500 Index Trust: .020% of the first $250,000,000, .020% between
$250,000,000 and $500,000,000, .010% on the excess over $500,000,000 of the
current value of the net assets of the Portfolio.

<PAGE> 50

<PAGE> 51

AMENDMENT TO SUBADVISORY AGREEMENT
T. ROWE PRICE ASSOCIATES, INC.

AMENDMENT made as of this 1st day of May, 2000 to the Subadvisory
Agreement dated January 28, 1999 (the "Agreement"), between Manufacturers
Securities Services, LLC, a Delaware limited liability company (formerly, NASL
Financial Services, Inc.) (the "Adviser"), and T. Rowe Price Associates, Inc., a
Maryland corporation (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 to decrease the fee the Adviser pays to the Subadviser with respect to
the Science & Technology Portfolio as specified in Appendix A to this Amendment.

2. SUBADVISORY AGREEMENT

In all other respects, the Agreement is confirmed and remains in full
force and effect.

2. EFFECTIVE DATE

This Amendment shall become effective with respect to the Science &
Technology Portfolio on 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.

MANUFACTURERS SECURITIES SERVICES, LLC
By: The Manufacturers Life Insurance Company of North America, its 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

T. ROWE PRICE ASSOCIATES, INC.

By: /s/ Darrell N. Braman
---------------------------------
Darell N. Braman, Vice President

<PAGE> 52

APPENDIX A

<TABLE>
<CAPTION>
BETWEEN BETWEEN
$50,000,000 $200,000,000
FIRST AND AND EXCESS OVER
PORTFOLIO $50,000,000 $200,000,000 $500,000,000 $500,000,000
<S> <C> <C> <C> <C>
Blue Chip Growth Trust .400% .400% .400% .350%

Equity-Income Trust .400% .400% .400% .350%
(formerly, the Value Equity Trust)

Science & Technology Trust .600% .600% .600% .550%
</TABLE>