EXHIBIT 99-5A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 1st day of January, 1987, between
ManuLife Series Fund, Inc., a Maryland corporation (the
"Fund"), and Manufacturers Adviser Corporation, a Colorado
corporation (the "Adviser");
WITNESSETH:
WHEREAS, the Fund is engaged in business as a diversified
open-end management investment company and is registered as
such under the Investment Company Act of 1940 (the Investment
Company Act");
AND WHEREAS, the Fund is comprised of four or more
separate portfolios, each of which pursues its investment
objective through separate investment polices;
AND WHEREAS, the Adviser is engaged principally in
rendering investment advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940
(the "Investment Advisers Act");
AND WHEREAS, the Fund desires to appoint the Adviser to
provide investment advisory, management, and administrative
services to the Fund in the manner and on the terms
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained and other good and valuable
consideration, the parties do hereby agree as follows:
Section 1. Appointment of Adviser.
The Fund appoints the Adviser to act as the investment
adviser to and manager of the Fund and to manage the
investment and reinvestment of the assets of each of its
portfolios and to administer its affairs subject to the
supervision of the Board of Directors of the Fund, effective
the date first mentioned above and for the period and on the
terms and conditions set forth in this Agreement. The Adviser
accepts such appointment and agrees to render the services and
to assume the obligations set forth in this Agreement. The
Adviser will for all purposes provided in this Agreement be
deemed to be an independent contractor and will have no
authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund, unless otherwise
expressly provided or authorized in writing by the Fund. The
Fund retains the ultimate responsibility and authority for
direction and control of the services provided by the Adviser
pursuant to this Agreement.
Section 2. Duties of Adviser.
(a) Investment Advisory Services.
Subject to the direction and approval of the Board of
Directors of the Fund, the Adviser will manage the investments
of the Fund and determine the composition of the assets of
each of the Fund's portfolios. In acting as investment
adviser to the Fund, the Adviser must regularly provide the
Fund with such investment research, supervision and advice as
the Fund considers necessary for the proper supervision of its
portfolios. The Adviser shall continuously furnish an
investment program and shall determine what securities will be
purchased, sold or exchanged, and what portion of the assets
of each portfolio will be held in the various securities in
which it may invest and in cash. These duties will be
performed in accordance with all relevant provisions of the
Fund's Articles of Incorporation and By-Laws, the provisions
of the Investment Company Act and resolutions adopted by the
Fund's Board of Directors and with the statements of the
investment objective, policies and restrictions of each
portfolio as set forth in the prospectus of the Fund from time
to time in effect ("Prospectus").
(b) Execution of Transactions.
The Adviser will be responsible for the selection of
brokers and dealers to effect all transactions. The Adviser
will place all necessary orders with brokers, dealers, or
issuers, and will negotiate brokerage commissions, if
applicable. The Adviser is directed at all times to seek to
obtain for the Fund the most favorable net results subject to
such policies or practices as may be determined by the Board
of Directors and set forth in the Prospectus. The Adviser
may, however, pay a higher spread or commission than otherwise
would be necessary for a particular transaction in order to
obtain research services from a broker or dealer if the
Adviser determines that the higher spread or commission is
reasonable in relation to the value of the brokerage and
research services that the broker or dealer provides, viewed
in terms of either the particular transaction or the Adviser's
overall responsibilities with respect to accounts managed by
the Adviser. The Fund agrees that the Adviser may use for the
benefit of the Adviser's other clients, or make available to
companies affiliated with it for the benefit of their clients,
any such research services that it obtains from brokers or
dealers. Subject to the requirements and the provisions of
the Investment Company Act, the Securities Exchange Act of
1934, and other applicable provisions of law, the Adviser may
use a broker who is an affiliated person of the Adviser (as
that term is defined in the Investment Company Act).
(c) Administrative Services.
The Adviser shall perform certain administrative services
in connection with the management of the Fund and its
portfolios. The administrative services will include:
(i) supervising all aspects of the Fund's
operation, including co-ordinating matters
relating to the custodians of securities
owned by the Fund, shareholders' services,
accountants, attorneys, and other parties
performing services or operational
functions for the Fund;
(ii) providing to the Fund, at the Adviser's
expense, executive and other personnel
required to manage the affairs of the Fund
and to perform all necessary clerical and
administrative functions of the Fund
(except for functions to be performed by
custodians or any other agent retained by
the Fund);
(iii) providing to the Fund, at the Adviser's
expense, office space and office
facilities necessary for the Fund's
operations; and
(iv) acting as the Fund's transfer agent and
dividend disbursing agent.
(d) Records.
The Fund shall own and control all files, documents,
correspondence, papers and other records of every kind and
description maintained and prepared by the Adviser in
connection with the services provided by the Adviser by reason
of this Agreement. The Adviser shall not disclose or use any
records prepared by reason of this Agreement in any manner
except as expressly authorized therein or directed by the Fund
and shall keep confidential any information obtained by reason
of this Agreement. Upon termination of this Agreement, the
Adviser shall promptly return to the Fund or its designee all
records prepared and maintained by the Adviser by reason of
this Agreement.
Section 3. Allocation of Charges and Expenses.
The Adviser shall pay for maintaining its staff and
personnel. The Adviser shall also provide, at its own
expense, the equipment, office space and facilities, necessary
to perform its obligations under this Agreement. The
investment management fee, brokerage commissions on portfolio
transactions including any other direct costs related to the
acquisition, disposition, lending or borrowing of portfolio
investments), taxes payable by the Fund, interest and any
other costs related to borrowings by the Fund, and any
extraordinary or non-recurring expenses (such as legal claims
and liabilities and litigation costs and any indemnification
related thereto).
Section 4. Compensation of the Adviser.
As compensation for the services performed, the
facilities furnished and expenses assumed by the Adviser under
this Agreement, the Fund will pay to the Adviser an investment
services fee. The fee will be paid each day on which the net
asset value of the Fund is determined and will be based upon
the value of the aggregate net assets of the portfolios, as
determined on such day and computed in accordance with the
description of the method of determination of net asset value
contained in the Prospectus, at the annual rate of 0.50% of
the average daily value of the aggregate net assets of the
portfolios. The amount of each daily charge for the fee shall
be divided among the portfolios in proportion to their daily
net asset values.
Section 5. Limitation of Liability of the Adviser.
Except for those services provided pursuant to Section
2(c) above, the Adviser will not be liable for any error of
judgment or mistake of law or for any loss suffered by the
Fund in connection with the matters dealt with under this
Agreement. Nothing contained in this Agreement shall be
construed to protect the Adviser against any liability to
which the Adviser shall otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the
performance of its duties to the Fund, reckless disregard of
the Adviser's obligations and duties under this Agreement, or
the violation of any applicable law.
Section 6. Availability of Adviser to Others.
The Adviser may provide the same or similar services to
others, including any of its affiliates, that it provides
under this Agreement so long as it is capable of doing so
without adversely affecting the service it provides to the
Fund hereunder. When investment opportunities arise that may
be appropriate for more than one account, fund, or company for
which the Adviser serves as investment manager or adviser,
including any of its affiliates, the Adviser will not favor
one over another and may allocate investments among them in an
impartial manner believed to be equitable to each entity
involved, taking into consideration, among other things, each
such entity's then current investment objectives and its cash
and investment positions.
Section 7. Supplemental Arrangements.
To better enable it to fulfill its obligations under any
investment advisory agreement between it and the Fund,
including this Agreement, the Adviser has entered into a
service agreement with ManuLife, to which the Fund is also a
party, under which ManuLife has agreed to furnish certain
personnel and facilities to the Adviser on a cost
reimbursement basis.
Section 8. Conflicts of Interest.
It is understood that directors, officers, agents and
stockholders of the Fund are or may be interested in the
Adviser as directors, officers, stockholders, or otherwise,
that directors, officers, agents and stockholders of the
Adviser are or may be interested in the Fund as directors,
officers, stockholders or otherwise, that the Adviser may be
interested in the Fund 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
Articles of Incorporation of the Fund and the Adviser,
respectively, or by specific provision of applicable law.
Section 9. Regulations.
The Adviser shall submit to all regulatory and
administrative bodies having jurisdiction over the services
provided pursuant to this Agreement, present or future, 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.
Section 10. Duration and Termination of Agreement.
This Agreement shall become effective as of the date
first above written and will continue in effect for a period
more than two years from its effective date only so long as
such continuance is specifically approved at least annually
either by the Board of Directors of the Fund or by the vote of
a majority of the outstanding voting securities of the Fund,
provided that in either event such continuance shall also be
approved by the vote of a majority of the directors of the
Fund 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. The required shareholder approval of any
continuance of the Agreement shall be effective with respect
to any portfolio if a majority of the outstanding voting
securities of the class (as defined in Rule 18f-2(h) adopted
pursuant to the Investment Company Act) of capital stock of
that portfolio vote to approve its continuance,
notwithstanding that its continuance may not have been
approved by a majority of the outstanding voting securities of
the Fund.
If the shareholders of a class of capital stock of any
portfolio fail to approve any continuance of the Agreement,
the Adviser will continue to act as investment adviser with
respect to such portfolio pending the required approval of its
continuance, of a new contract with the Adviser or a different
adviser or other definitive action; provided, that the
compensation received by the Adviser in respect of such
portfolio during such period will be no more than its actual
costs incurred in furnishing investment advisory and
management services to such portfolio or the amount it would
have received under the Agreement in respect of such
portfolio, which is less.
This Agreement may be terminated at any time, without the
payment of any penalty, by the Board of Directors of the Fund
or by the vote of a majority of the outstanding voting
securities of the Fund, with respect to any portfolio by the
vote of a majority of the outstanding voting securities of the
class of capital stock of such portfolio, or by the Adviser,
on sixty days' written notice to the other party. This
Agreement will automatically terminate in the event of its
assignment (as defined in the Investment Company Act).
Section 11. Amendments to the Agreements.
This Agreement contains the entire understanding and
agreement of the parties. This Agreement may be amended by
the parties only if such amendment is specifically approved by
the vote of a majority of the outstanding voting securities of
the Fund and by the vote of a majority of the directors of the
Fund 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. The required shareholder approval
shall be effective with respect to any portfolio if a majority
of the outstanding voting securities of the class of capital
stock 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 the
Fund.
Section 12. Headings.
The headings in the sections of this Agreement are
inserted for convenience of reference only and shall not
constitute a part thereof.
Section 13. 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 therein.
Section 14. Governing Law.
The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of
Maryland and the applicable provisions of the Investment
Company Act. To the extent that the laws of the State of
Maryland, or any of the provisions in this Agreement, conflict
with applicable provisions of the Investment Company Act, the
latter shall control.
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.
ATTEST: MANULIFE SERIES FUND, INC.
/s/ By: /s/
President
ATTEST: MANUFACTURERS ADVISER
CORPORATION
/s/ By: /s/
President
