EXHIBIT 77Q1(e)
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT AGREEMENT
BETWEEN ▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE SERIES TRUST I
AND ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY
Reference is made to that certain Investment Management Agreement dated as of
April 30, 2001 and, as amended, by and between ▇▇▇▇ ▇▇▇▇▇▇▇ Variable Series
Trust I and ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company, as amended (the "Agreement").
The parties agree to amend and restate Section 5 of the Agreement to read as
follows:
5. INVESTMENT ADVISORY FEE AND EXPENSE LIMITATION.
For all of the services rendered, facilities furnished and
expenses paid or assumed as herein provided, the Series Fund shall pay to
JHLICO a fee, which fee shall, with respect to each Fund, be at the
effective rate of:
(a) For the Health Sciences Fund:
-----------------------------
(i) 1.00% on an annual basis on the first $250,000,000
of the Current Net Assets of such Fund; and
(ii) 0.95% on an annual basis of that portion of the
Current Net Assets of such Fund in excess of
$250,000,000.
(b) RESERVED
The fee shall be accrued daily and payable monthly as soon as
possible after the last day of each calendar month. In the case of
termination of this Agreement with respect to any Fund during any
calendar month, the amount of the fee accrued to the date of
termination shall be paid.
"Current Net Assets" of any Fund for purposes of computing the
amount of advisory fee accrued for any day shall mean that Fund's
net assets for the most recent preceding day for which that Fund's
net assets were computed.
For any fiscal year in which the normal operating costs and
expenses of any Fund of the Series, exclusive of the investment
advisory fee, interest, brokerage commissions, taxes and
extraordinary expenses outside the control of JHLICO, exceed 0.10%
of that Fund's average daily net assets, JHLICO will reimburse
that Fund promptly after the end of the fiscal year in an amount
equal to such excess. In the event of termination of this
Agreement as of a date other than the last day of Series Fund's
fiscal year, JHLICO shall pay any Fund of Series Fund the amount
by which such expenses incurred by that Fund prior to the date of
termination exceeds a pro rata portion of the expense limitation.
Effective June 1, 2003, any fees pursuant to a plan adopted by the
Trust under Rule 12b-1 ("Rule 12b-1 fees") under the 1940 Act that
are chargeable to any class of a Fund's (Portfolio's) shares shall
be excluded from the expenses that are reimbursable pursuant to
this paragraph.
Notwithstanding anything stated above to the contrary, JHLICO
shall have no obligation hereunder to reimburse the Health
Sciences Fund on and after May 1, 2004 for any normal operating
costs and expenses directly incurred by, or allocated to, that
Fund.
2. All other terms and provisions of the Agreement, as previously amended,
shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and to take effect as of May 1, 2004.
ATTEST: ▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE SERIES TRUST I
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Title: Chairman & CEO
ATTEST: ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Title: Senior Vice President
EXHIBIT 77Q1(e)
AMENDMENT NO. 9 TO THE INVESTMENT MANAGEMENT AGREEMENT
BETWEEN ▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE SERIES TRUST I
AND ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY
Reference is made to that certain Investment Management Agreement dated as of
March 14, 1996 and, as amended, by and between ▇▇▇▇ ▇▇▇▇▇▇▇ Variable Series
Trust I and ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company, as amended (the "Agreement").
The parties agree to amend and restate Section 5 of the Agreement to read as
follows:
5. INVESTMENT ADVISORY FEE AND EXPENSE LIMITATION.
For all of the services rendered, facilities furnished and
expenses paid or assumed as herein provided, the Series shall pay to
JHLICO a fee, which fee shall, with respect to each Portfolio ("Fund"),
be at the effective rate of:
(a) For the Small Cap Growth Fund (formerly "Small Cap Growth
---------------------------------------------------------
Portfolio"):
------------
(i) 1.05% on an annual basis on the first $100,000,000 of the
Current Net Assets of such Fund; and
(ii) 1.00% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $100,000,000.
(b) For the Earnings Growth Fund (formerly "Multi Cap Growth Fund" and
------------------------------------------------------------------
"Mid Cap Growth Portfolio"):
----------------------------
(i) 1.00% on an annual basis on the first $100,000,000 of the
Current Net Assets of such Fund; and
(ii) 0.90% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $100,000,000.
(c) For the Small Cap Emerging Growth Fund (formerly "Small Cap Equity
------------------------------------------------------------------
Fund" and "Small Cap Value Portfolio"):
---------------------------------------
(i) 1.05% on an annual basis on the first $100,000,000 of the
Current Net Assets of such Fund; and
(ii) 1.00% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $100,000,000.
(d) RESERVED
(e) For the Overseas Equity Fund (formerly "Global Balanced Fund" and
-----------------------------------------------------------------
"International Balanced Portfolio"):
------------------------------------
(i) 1.30% on an annual basis on the first $20,000,000 of the
Current Net Assets of such Fund;
(ii) 1.15% on an annual basis on the next $30,000,000 of the
Current Net Assets of such Fund; and
(iii) 1.05% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $50,000,000.
(f) For the Overseas Equity B Fund (formerly "International
-------------------------------------------------------
Opportunities Portfolio"):
--------------------------
(i) 1.30% on an annual basis on the first $20,000,000 of the
Current Net Assets of such Fund;
(ii) 1.15% on an annual basis on the next $30,000,000 of the
Current Net Assets of such Fund; and
(iii) 1.05% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $50,000,000.
(g) For the Large Cap Value B Fund (formerly "Large Cap Value
---------------------------------------------------------
Portfolio"):
------------
(i) 0.75% on an annual basis on the Current Net Assets of such
Fund.
(h) For the Global Bond Fund (formerly "Strategic Bond Portfolio"):
---------------------------------------------------------------
(i) 0.85% on an annual basis on the first $150,000,000 of the
Current Net Assets of such Fund;
(ii) 0.80% on an annual basis on the next $150,000,000 of the
Current Net Assets of such Fund;
(iii) 0.75% on an annual basis on the next $200,000,000 of the
Current Net Assets of such Fund; and
(iv) 0.70% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $500,000,000.
(i) For the Equity Index Fund (formerly "Equity Index Portfolio"):
--------------------------------------------------------------
(i) 0.15% on an annual basis on the first $75,000,000 of the
Current Net Assets of such Fund;
(ii) 0.14% on an annual basis on the next $50,000,000 of the
Current Net Assets of such Fund; and
(iii) 0.13% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $125,000,000.
The fee shall be accrued daily and payable monthly as soon as possible
after the last day of each calendar month.
In the case of termination of this Agreement with respect to any Fund
during any calendar month, the amount of the fee accrued to the date of
termination shall be paid.
"Current Net Assets" of any Fund for purposes of computing the amount of
advisory fee accrued for any day shall mean that Fund's net assets for
the most recent preceding day for which that Fund's net assets were
computed.
For any fiscal year in which the normal operating costs and expenses of
any Fund of the Series, exclusive of the investment advisory fee,
interest, brokerage commissions, taxes and extraordinary expenses outside
the control of JHLICO exceed 0.10% of that Fund's average daily net
assets, JHLICO will reimburse that Fund promptly after the end of the
fiscal year in an amount equal to such excess. In the event of
termination of this Agreement as of a date other than the last day of
Series' fiscal year, JHLICO shall pay any Fund of Series the amount by
which such expenses incurred by that Fund prior to the date of
termination exceeds a pro rata portion of the expense limitation.
Effective June 1, 2003, any fees pursuant to a plan adopted by the Trust
under Rule 12b-1 ("Rule 12b-1 fees") under the
1940 Act that are chargeable to any class of a Fund's (Portfolio's)
shares shall be excluded from the expenses that are reimbursable pursuant
to this paragraph.
Notwithstanding anything stated above to the contrary, JHLICO shall have
no obligation hereunder to reimburse any of the following Funds on and
after May 1, 2004 for any normal operating costs and expenses directly
incurred by, or allocated to, that Fund: Overseas Equity Fund, Overseas
Equity B Fund, and Global Bond Fund.
3. All other terms and provisions of the Agreement, as previously amended,
shall remain unchanged and in full force and effect, including but not
limited to, replacement of the phrase "▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance
Company" with the phrase "▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company" and
replacement of the phrase "JHMLICO" with the phrase "JHLICO" wherever
shown in the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and to take effect as of May 1, 2004.
ATTEST: ▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE SERIES TRUST I
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Title: Chairman & CEO
ATTEST: ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Title: Senior Vice President
EXHIBIT 77Q1(e)
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT AGREEMENT
BETWEEN ▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE SERIES TRUST I
AND ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY
Reference is made to that certain Investment Management Agreement dated as of
April 30, 2001 and, as amended, by and between ▇▇▇▇ ▇▇▇▇▇▇▇ Variable Series
Trust I and ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company, as amended (the "Agreement").
The parties agree to amend Schedule I to the Agreement to read as follows:
SCHEDULE I
(Effective May 1, 2004)
--------------------------------------------------------------------------------
MID CAP VALUE FUND
CURRENT NET ASSETS UNDER MANAGEMENT
--------------------------------------------------------------------------------
On the first $100,000,000 105 basis points (1.05%) per annum
--------------------------------------------------------------------------------
On amounts over $100,000,000 100 basis points (1.00%) per annum
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TOTAL RETURN BOND FUND
CURRENT NET ASSETS UNDER MANAGEMENT
--------------------------------------------------------------------------------
On the first 250,000,000 70 basis points (0.70%) per annum
--------------------------------------------------------------------------------
On the next $250,000,000 68 basis points (0.68%) per annum
--------------------------------------------------------------------------------
On amounts over $500,000,000 65 basis points (0.65%) per annum
--------------------------------------------------------------------------------
FINANCIAL INDUSTRIES
CURRENT NET ASSETS UNDER MANAGEMENT
--------------------------------------------------------------------------------
All net assets 80 basis points (0.80%) per annum
--------------------------------------------------------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and to take effect as of May 1, 2004.
ATTEST: ▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE SERIES TRUST I
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Title: Chairman & CEO
ATTEST: ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Title: Senior Vice President
EXHIBIT 77Q1(e)
AMENDMENT NO. 5 TO THE INVESTMENT MANAGEMENT AGREEMENT
BETWEEN ▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE SERIES TRUST I
AND ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY
Reference is made to that certain Investment Management Agreement dated as of
April 12, 1988 and, as amended, by and between ▇▇▇▇ ▇▇▇▇▇▇▇ Variable Series
Trust I and ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company, as amended (the "Agreement").
The parties agree to amend and restate Section 5 of the Agreement to read as
follows:
5. INVESTMENT ADVISORY FEE AND EXPENSE LIMITATION.
For all of the services rendered, facilities furnished and
expenses paid or assumed as herein provided, the Series shall pay to
JHLICO a fee, which fee shall, with respect to each Portfolio ("Fund"),
be at the effective rate of:
(a) For the Real Estate Equity Fund (formerly "Real Estate
------------------------------------------------------
Portfolio"):
------------
(i) 1.10% on an annual basis on the first $50,000,000 of the
Current Net Assets of such Fund;
(ii) 1.00% on an annual basis on the next $50,000,000 of the
Current Net Assets of such Fund;
(iii) 0.90% on an annual basis on the next $100,000,000 of the
Current Net Assets of such Fund; and
(iv) 0.80% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $200,000,000.
(b) For the International Equity Index Fund (formerly "International
----------------------------------------------------------------
Equities Portfolio," "International Portfolio" and "Global
----------------------------------------------------------
Portfolio"):
------------
(i) 1.30% on an annual basis on the first $20,000,000 of the
Current Net Assets of such Fund;
(ii) 1.15% on an annual basis on the next $30,000,000 of the
Current Net Assets of such Fund; and
(iii) 1.05% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $50,000,000.
The fee shall be accrued daily and payable monthly as soon as possible
after the last day of each calendar month.
In the case of termination of this Agreement with respect to any Fund
during any calendar month, the amount of the fee accrued to the date of
termination shall be paid.
"Current Net Assets" of any Fund for purposes of computing the amount of
advisory fee accrued for any day shall mean that Fund's net assets for
the most recent preceding day for which that Fund's net assets were
computed.
For any fiscal year in which the normal operating costs and expenses of
any Fund of the Series, exclusive of the investment advisory fee,
interest, brokerage commissions, taxes
and extraordinary expenses outside the control of JHLICO exceed 0.10% of
that Fund's average daily net assets, JHLICO will reimburse that Fund
promptly after the end of the fiscal year in an amount equal to such
excess. In the event of termination of this Agreement as of a date other
than the last day of Series' fiscal year, JHLICO shall pay any Fund of
Series the amount by which such expenses incurred by that Fund prior to
the date of termination exceeds a pro rata portion of the expense
limitation. Effective June 1, 2003, any fees pursuant to a plan adopted
by the Trust under Rule 12b-1 ("Rule 12b-1 fees") under the 1940 Act that
are chargeable to any class of a Fund's (Portfolio's) shares shall be
excluded from the expenses that are reimbursable pursuant to this
paragraph.
Notwithstanding anything stated above to the contrary, JHLICO shall have
no obligation hereunder to reimburse the International Equity Index Fund
on and after May 1, 2004 for any normal operating costs and expenses
directly incurred by, or allocated to, that Fund.
4. All other terms and provisions of the Agreement, as previously amended,
shall remain unchanged and in full force and effect, including but not
limited to, replacement of the phrase "▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance
Company" with the phrase "▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company" and
replacement of the phrase "JHMLICO" with the phrase "JHLICO" wherever
shown in the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and to take effect as of May 1, 2004.
ATTEST: ▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE SERIES TRUST I
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Title: Chairman & CEO
ATTEST: ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Title: Senior Vice President
EXHIBIT 77Q1(e)
AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT AGREEMENT
BETWEEN ▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE SERIES TRUST I
AND ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY
Reference is made to that certain Investment Management Agreement dated as of
April 14, 1998 and, as amended, by and between ▇▇▇▇ ▇▇▇▇▇▇▇ Variable Series
Trust I and ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company, as amended (the "Agreement").
The parties agree to amend and restate Section 5 of the Agreement to read as
follows:
5. INVESTMENT ADVISORY FEE AND EXPENSE LIMITATION.
For all of the services rendered, facilities furnished and
expenses paid or assumed as herein provided, the Series shall pay to
JHLICO a fee, which fee shall, with respect to each Portfolio ("Fund"),
be at the effective rate of:
(a) For the Mid Cap Value B Fund (formerly "Small/Mid Cap CORE
----------------------------------------------------------
Portfolio"):
------------
(i) 1.05% on an annual basis on the first $100,000,000 of the
Current Net Assets of such Fund; and
(ii) 1.00% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $100,000,000.
(b) For the High Yield Bond Fund (formerly "High Yield Bond
-------------------------------------------------------
Portfolio"):
------------
(i) 0.80% on an annual basis on the first $100,000,000 of the
Current Net Assets of such Fund; and
(ii) 0.70% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $100,000,000.
(c) For the Bond Index Fund (formerly "Bond Index Portfolio"):
----------------------------------------------------------
(i) 0.15% on an annual basis of the first $100,000,000 of the
current net assets of such Fund; and
(ii) 0.13% on an annual basis of the next $150,000,000 of the
current net assets of such Fund; and
(iii) 0.11% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $250,000,000.
(d) RESERVED
(e) For the Overseas Equity C Fund (formerly "Emerging Markets Equity
-----------------------------------------------------------------
Portfolio"):
------------
(i) 1.30% on an annual basis on the first $20,000,000 of the
Current Net Assets of such Fund;
(ii) 1.15% on an annual basis on the next $30,000,000 of the
Current Net Assets of such Fund; and
(iii) 1.05% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $50,000,000.
5. INVESTMENT ADVISORY FEE AND EXPENSE LIMITATION - continued.
The fee shall be accrued daily and payable monthly as soon as possible
after the last day of each calendar month.
In the case of termination of this Agreement with respect to any Fund
during any calendar month, the amount of the fee accrued to the date of
termination shall be paid.
"Current Net Assets" of any Fund for purposes of computing the amount of
advisory fee accrued for any day shall mean that Fund's net assets for
the most recent preceding day for which that Fund's net assets were
computed.
For any fiscal year in which the normal operating costs and expenses of
any Fund of the Series, exclusive of the investment advisory fee,
interest, brokerage commissions, taxes and extraordinary expenses outside
the control of JHLICO exceed 0.10% of that Fund's average daily net
assets, JHLICO will reimburse that Fund promptly after the end of the
fiscal year in an amount equal to such excess. In the event of
termination of this Agreement as of a date other than the last day of
Series' fiscal year, JHLICO shall pay any Fund of Series the amount by
which such expenses incurred by that Fund prior to the date of
termination exceeds a pro rata portion of the expense limitation.
Effective June 1, 2003, any fees pursuant to a plan adopted by the Trust
under Rule 12b-1 ("Rule 12b-1 fees") under the 1940 Act that are
chargeable to any class of a Fund's (Portfolio's) shares shall be
excluded from the expenses that are reimbursable pursuant to this
paragraph.
Notwithstanding anything stated above to the contrary, JHLICO shall have
no obligation hereunder to reimburse the Overseas Equity C Fund on and
after May 1, 2004 for any normal operating costs and expenses directly
incurred by, or allocated to, that Fund.
5. All other terms and provisions of the Agreement, as previously amended,
shall remain unchanged and in full force and effect, including but not
limited to, replacement of the phrase "▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance
Company" with the phrase "▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company" and
replacement of the phrase "JHMLICO" with the phrase "JHLICO" wherever
shown in the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and to take effect as of May 1, 2004.
ATTEST: ▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE SERIES TRUST I
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Title: Chairman & CEO
ATTEST: ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Title: Senior Vice President
EXHIBIT 77Q1(e)
AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT AGREEMENT
BETWEEN ▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE SERIES TRUST I
AND ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY
Reference is made to that certain Investment Management Agreement dated as of
July 28, 1999 and, as amended, by and between ▇▇▇▇ ▇▇▇▇▇▇▇ Variable Series Trust
I and ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company, as amended (the "Agreement").
The parties agree to amend and restate Section 5 of the Agreement to read as
follows:
5. INVESTMENT ADVISORY FEE AND EXPENSE LIMITATION.
For all of the services rendered, facilities furnished and
expenses paid or assumed as herein provided, the Series shall pay to
JHLICO a fee, which fee shall, with respect to each Portfolio ("Fund"),
be at the effective rate of:
(a) RESERVED
(b) RESERVED
(c) For the Large Cap Growth B Fund (formerly "Large Cap Aggressive
Growth Portfolio"):
(i) 0.80% on an annual basis on the first $500,000,000 of the
Current Net Assets of such Fund;
(ii) 0.75% on an annual basis on the next $500,000,000 of the
Current Net Assets of such Fund; and
(iii) 0.70% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $1,000,000,000.
(d) For the Small Cap Value Fund (formerly "Small/Mid Cap Value
-----------------------------------------------------------
Portfolio"):
------------
(i) 0.95% on an annual basis of the Current Net Assets of such
Fund.
(e) For the Fundamental Value B Fund (formerly "Large Cap Value CORE
----------------------------------------------------------------
Portfolio"):
------------
(i) 0.95% on an annual basis on the first $25,000,000 of the
Current Net Assets of such Fund;
(ii) 0.85% on an annual basis on the next $25,000,000 of the
Current Net Assets of such Fund; and
(iii) 0.75% on an annual basis on the next $50,000,000 of the
Current Net Assets of such Fund; and
(iv) 0.65% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $100,000,000.
(f) RESERVED
(g) For the Fundamental Growth Fund (formerly "Fundamental Mid Cap
--------------------------------------------------------------
Growth Portfolio"):
-------------------
(i) 0.80% on an annual basis on the first $500,000,000 of the
Current Net Assets of such Fund;
(ii) 0.75% on an annual basis on the next $500,000,000 of the
Current Net Assets of such Fund; and
(iii) 0.70% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $1,000,000,000.
(h) For the Fundamental Value Fund (formerly "Large/Mid Cap Value
-------------------------------------------------------------
Portfolio"):
------------
(i) 0.95% on an annual basis on the first $25,000,000 of the
Current Net Assets of such Fund;
(ii) 0.85% on an annual basis on the next $25,000,000 of the
Current Net Assets of such Fund;
(iii) 0.75% on an annual basis on the next $50,000,000 of the
Current Net Assets of such Fund; and
(iv) 0.65% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $100,000,000.
The fee shall be accrued daily and payable monthly as soon as possible
after the last day of each calendar month.
In the case of termination of this Agreement with respect to any Fund
during any calendar month, the amount of the fee accrued to the date of
termination shall be paid.
"Current Net Assets" of any Fund for purposes of computing the amount of
advisory fee accrued for any day shall mean that Fund's net assets for
the most recent preceding day for which that Fund's net assets were
computed.
For any fiscal year in which the normal operating costs and expenses of
any Fund of the Series, exclusive of the investment advisory fee,
interest, brokerage commissions, taxes and extraordinary expenses outside
the control of JHLICO exceed 0.10% of that Fund's average daily net
assets, JHLICO will reimburse that Fund promptly after the end of the
fiscal year in an amount equal to such excess. In the event of
termination of this Agreement as of a date other than the last day of
Series' fiscal year, JHLICO shall pay any Fund of Series the amount by
which such expenses incurred by that Fund prior to the date of
termination exceeds a pro rata portion of the expense limitation.
Effective June 1, 2003, any fees pursuant to a plan adopted by the Trust
under Rule 12b-1 ("Rule 12b-1 fees") under the 1940 Act that are
chargeable to any class of a Fund's (Portfolio's) shares shall be
excluded from the expenses that are reimbursable pursuant to this
paragraph.
6. All other terms and provisions of the Agreement, as previously amended,
shall remain unchanged and in full force and effect, including but not
limited to, replacement of the phrase "▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance
Company" with the phrase "▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company" and
replacement of the phrase "JHMLICO" with the phrase "JHLICO" wherever
shown in the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and to take effect as of May 1, 2004.
ATTEST: ▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE SERIES TRUST I
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Title: Chairman & CEO
ATTEST: ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇
Title: Senior Vice President