Exhibit 5(e) Amendment to Management Agreement Reference is made to that certain Management Agreement dated as of April 12, 1988, by and between John Hancock Variable Series Trust I (the "Series") and John Hancock Mutual Life Insurance Company...

 
                                                                    Exhibit 5(e)
                       Amendment to Management Agreement
                                        

    Reference is made to that certain Management Agreement dated as of April 12,
1988, by and between Xxxx Xxxxxxx Variable Series Trust I (the "Series") and
Xxxx Xxxxxxx Mutual Life Insurance Company ("JHMLICO"), relating to the
investment management of the Real Estate Portfolio and the Global Portfolio, as
heretofore amended (the "Agreement").

    WHEREAS, the Series desires to amend the investment objectives, policies and
operating guidelines of the International Equities Portfolio, formerly known as
the Global Portfolio, and to rename such portfolio the "International Equity
Index Portfolio" (hereinafter, the "Subject Portfolio"), all as more fully
described in the proxy solicitation materials provided to shareholders of the
International Equities Portfolio; and

    WHEREAS, the Series and JHMLICO desire to hire Independence International
Associates, Inc. to serve as sub-investment manager of the International Equity
Index Portfolio and to manage the same in accordance with the amended investment
objectives, policies and operating guidelines; and

    WHEREAS, all such changes are to be effective as of May 1, 1998, subject to
the approval of shareholders, as required by law;

    NOW THEREFORE, the Series and JHMLICO do hereby mutually agree to amend the
Agreement as follows:

1.   The last sentence of the first paragraph of Section 4 (titled "Sub-
Investment Managers") is hereby amended to read as follows:

     It is anticipated that JHMLICO and the Series will agree to contract with
     Independence Investment Associates, Inc. to be Sub-Investment Manager for
     the Real Estate Equity Portfolio and with Independence International
     Associates, Inc. to be Sub-Investment Manager of the International Equity
     Index Portfolio.

2.   Subsection (b) of Section 5 (titled "Investment Advisory Fee and Expense
Limitation") is hereby amended to read as follows:

     (b)  For the International Equity Index Portfolio:
          (i)   0.18 % on an annual basis of the first $100,000,000 of the
     Current Net Assets of such Portfolio; and
          (ii)  0.15 % on an annual basis of that portion of the Current Net
     Assets in excess of $100,000,000 and not over $200,000,000 of such
     Portfolio; and
          (iii) 0.11 % on an annual basis for that portion of the Current Net
     Assets in excess of $200,000,000 of such Portfolio.

 
3.   All other references, if any, to "Global Portfolio" in the Agreement are
hereby amended to read:  "International Equity Index Portfolio."

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
this 14th day of April, 1998, to be effective as of May 1, 1998, subject only
such approval of the shareholders as may be required by law.


                              XXXX XXXXXXX VARIABLE SERIES TRUST I



                              By:  /s/ Xxxxx X. Xxxx
                                   ---------------------------------
                              Name:  Xxxxx X. Xxxx
                              Title: Chairman and CEO


                              XXXX XXXXXXX MUTUAL LIFE INSURANCE
                              COMPANY



                              By:  /s/ Xxxxxx X. Xxxxxxx
                                   --------------------------------
                              Name:  Xxxxxx X. Xxxxxxx
                              Title: Vice President