EXHIBIT 99-5AI
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
AMENDMENT made this 30th day of September , 1994 to
the Investment Advisory Agreement dated January 1, 1987 (the
"Agreement") between Manulife Series Fund, Inc., a Maryland
corporation (the "Fund"), and Manufacturers Adviser
Corporation, a Colorado corporation (the "Adviser").
In consideration of the mutual covenants contained in the
Agreement as supplemented hereby, the parties hereto agree
that the following sections shall be amended as follows:
1. Section 3, Allocation of Charges and Expenses
Section 3, Allocation of Charges and Expenses, shall be
deemed to be amended as follows:
(a) in the second sentence of the paragraph, deleting
the upper case "T" on the initial word "The" and replacing it
with a lower case "t";
(b) inserting at the beginning of the second sentence
the words "Except with respect to the International Fund and
the Pacific Rim Emerging Markets Fund,..."; and
(c) adding the following paragraph to the end of Section
3:
With respect to the International Fund and the
Pacific Rim Emerging markets Fund the following expenses shall
be borne by the Fund: 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). In addition,
any other expenses related to the International and Pacific
Rim Emerging Markets shall be borne by the Fund at the rate of
(i) up to .50% of the average daily value of the aggregate net
assets of the portfolio for the International Fund and (ii) up
to .65% of the average daily value of the aggregate net assets
of the portfolio for the Pacific Rim Emerging Markets Fund.
The expense fee is payable each day on which the net asset
value of the fund is determined and computed in accordance
with the description of the method of determination of net
asset value contained in the Prospectus.
2. Section 4, Compensation of the Adviser.
Section 4, Compensation of the Adviser, shall be deemed
to be amended as follows:
(a) In the first sentence of the paragraph, deleting the
uppercase "A" in the initial word "As" and replacing it
with a lower case "a";
(b) inserting at the beginning of the first sentence the
words "Except with respect to the International Fund and
the Pacific Rim Emerging Markets Fund,...; and
(c) adding the following paragraph to Section 4:
With respect solely to the International Fund and
the Pacific Rim Emerging Markets Fund, 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:
For the International Fund:
(i) .85% of the average daily value of the
aggregate net assets of the portfolio on the first $100
million in assets and (ii) .70% on the assets over $100
million.
For the Pacific Rim Emerging Markets Fund:
(i) .85% of the average daily value of the aggregate
net assets of the portfolio on the first $100 million in
assets and (ii).70% on the assets over $100 million.
This Amendment shall become effective on the later of the
date of its execution and the date of the meeting of the
shareholders of the Fund at which the Amendment is approved by
a vote of the majority of the outstanding voting securities
(as defined in the Investment Company Act) of the Fund. 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.
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.
ATTEST: MANULIFE SERIES FUND, INC.
/s/ /s/
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
ATTEST: MANUFACTURERS ADVISER CORPORATION
/s/ /s/
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
