EXHIBIT 5.L
AMENDMENT NO. 1
TO
INVESTMENT MANAGEMENT AGREEMENTS
The four Investment Management Agreements by and between Xxxx Xxxxxxx Variable
Series Trust I and Xxxx Xxxxxxx Mutual Life Insurance Company (dated April 12,
1988, April 12, 1988, April 15, 1994 and March 14, 1996, respectively) are
hereby amended as follows:
A. Each said Agreement is amended, effective July 1, 1997, by deleting
Sections 2 and 3 thereof in their entirety and substituting the following :
2. PROVISION OF INVESTMENT MANAGEMENT SERVICES.
JHMLICO will provide to the Portfolios a continuing and suitable
investment program consistent with the investment policies, objectives and
restrictions of the Series. JHMLICO will manage the investment and
reinvestment of the assets in the Portfolios, and perform the other
functions set forth below, subject to the overall supervision, direction,
control and review of the Board of Trustees of the Series and, as in effect
from time to time, the provisions of the Series' Declaration of Trust,
Bylaws, prospectus, statement of additional information, the 1940 Act and
all other applicable laws and regulations (including any applicable
investment restrictions imposed by state insurance laws and regulations) or
any directions or instructions delivered to JHMLICO in writing by the
Series from time to time.
Except to the extent that the Board of Trustees approves performance of any
of the following functions by any custodian, transfer agent, independent
counsel, or other independent agent, JHMLICO will, with respect to the
Portfolios:
(a) advise the Series in connection with policy decisions to be made by
its Board of Trustees or any committee thereof and, upon request, furnish the
Series with research, economic and statistical data in connection with the
Series' investments and investment policies;
(b) provide administration of the day to day operations of the Series;
(c) submit such reports relating to the valuation of the Series'
securities as its Board of Trustees may reasonably request;
(d) assist the Series in any negotiations relating to its investments
with issuers, investment banking firms, securities brokers or dealers and
other institutions or investors and place orders for purchases and sales of
portfolio investments;
(e) provide office space and office equipment and supplies (including
telephone and other utility services), accounting and data processing
equipment and necessary executive, legal, accounting, clerical and
secretarial personnel for the administration of the affairs of the Series;
(f) maintain and preserve the records required by the 1940 Act to be
maintained and preserved by the Series, to the extent not maintained by the
Series' custodian, distributor, transfer agent or any Sub-Investment Manager;
(g) oversee, and use its best efforts to assure the performance of all
the activities and services of any custodian, distributor, transfer agent or
other similar agent retained by the Series;
(h) value the assets and liabilities of the Series, compute the daily
income, net asset value and yield of each Portfolio; and
(i) supervise the activities of each Sub-Investment Manager.
The Series will provide timely information to JHMLICO regarding such
matters as purchases and redemptions of shares in each Portfolio and the cash
requirements of, and cash available for investment in, each Portfolio, and
all other information as may be reasonably necessary or appropriate in order
for JHMLICO to perform its responsibilities hereunder.
3. ALLOCATION OF EXPENSES.
Except as set forth below, each party to this Agreement shall bear the
costs and expenses of performing its obligations hereunder.
(a) The Series agrees to assume the Portfolios' share of the expense of:
(i) brokerage commissions for transactions in the portfolio
investments of the Series and similar fees and charges for the
acquisition, disposition, lending or borrowing of such portfolio
investments;
(ii) the advisory fees called for in this Agreement;
(iii) all taxes, including issuance and transfer taxes, and reserves
for taxes payable by the Series to federal, state or other governmental
agencies, and the expenses and costs associated with the preparation and
filing of all tax returns;
(iv) interest payable on the Series' borrowings;
(v) extraordinary or non-recurring expenses, such as legal claims and
liabilities and litigation costs and indemnification payments by the
Series in connection therewith;
(vi) the charges and expenses of any custodian or depository appointed
by the Series for the safekeeping of its cash, portfolio securities and
other property, for providing accounting and valuation services, and for
monitoring compliance with federal laws and regulations, subject to the
Board of Trustees' approval as to the scope of such accounting, valuation, and
monitoring functions;
(vii) the charges and expenses of its independent auditors;
(viii) the cost of the fidelity bond required by 1940 Act Rule 17g-l;
(ix) the compensation and travel expenses of trustees who are not
"interested persons" within the meaning of the 1940 Act;
(x) the expenses in preparing, printing and distributing voting
instruction information statements to persons entitled to give voting
instructions in tabulating proxy votes and in printing and distributing to
policyowners and contractowners annual and semi-annual reports;
(xi) fees and costs for legal services provided to or on behalf of
the Series (including fees and costs of independent counsel and an
allocable portion of the cost of JHMLICO's Law Department rendering such
services) (For this purpose, "legal services" includes (but is not limited
to) the services of such independent counsel or Law Department employees
in the course of administering the business and affairs of the Series.);
(xii) charges of any independent agents (other than independent
counsel) approved by the Board of Trustees;
(xiii) the fees and expenses involved in registering and maintaining
registrations of the Series and its shares with the Securities and
Exchange Commission and various states and other jurisdictions; and
(xiv) membership or association dues for the Investment Company
Institute, the National Association of Variable Annuities, or similar
trade association or for any self-regularly organization.
(b) To the extent not assumed by the Series pursuant to (a) above,
JHMLICO agrees to assume the Portfolios' share of the expense of:
(i) the charges and expenses of any registrar, stock transfer or
dividend disbursing agent ;
(ii) the cost of any stock certificates representing shares of the
Series;
(iii) the expenses of shareholders' meetings; trustees' meetings;
printing and distributing Prospectuses and statements of additional
information to prospective and existing policyowners and contractowners;
preparing, printing, and distributing any advertising or sales literature
to prospective and existing policyowners and contractowners; and any
other activity and related legal services primarily intended to result in
the sale of the Series' shares;
(vi) the expense of furnishing each shareholder statements of
account; and
(v) the cost of and any errors and omissions insurance or other
liability insurance covering the Series and/or its officers, directors and
employees.
(vi) fees and costs of independent counsel to Series not incurred in
the actual conduct of the Series' affairs.
B. The Investment Management Agreement dated April 15, 1994 is amended,
effective May 1, 1997, so as to reduce the investment advisory fee payable
for the Short-Term U.S. Government Portfolio (as expressed in item (a) of
Section 5 of said Agreement) from that currently in effect to an effective
annual rate of 0.30% of Current Net Assets.
C. The Investment Management Agreement dated March 14, 1996 is amended,
effective May 1, 1997, so as to reduce the investment advisory fee payable
for the Equity Index Portfolio (as expressed in item (i) of Section 5 of
said Agreement) from that currently in effect to an effective rate of (i)
0.20% on an annual basis of the first $75,000,000 of the Current Net Assets
of such Portfolio; (ii) 0.19% on an annual basis of that portion of the
Current Net Assets of such Portfolio in excess of $75,000,000 and not over
$125,000,000; and (iii) 0.18% on an annual basis of that portion of the
Current Net Assets of such Portfolio in excess of $125,000,000.
All other terms and provisions of the Investment Management Agreements 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 on the date hereinabove specified.
XXXX XXXXXXX VARIABLE SERIES TRUST I
ATTEST:
_____________________________ By:______________________________
_____________________________ Title:___________________________
XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY
ATTEST:
_____________________________ By:______________________________
_____________________________ Title:___________________________
