EXHIBIT 99-5AII FORM OF AMENDMENT TO INVESTMENT ADVISORY AGREEMENT AMENDMENT made this ____ day of _____________, 19__ to the Investment Advisory Agreement dated January 1, 1987, as amended September 30, 1994, (the "Agreement") between Manulife Series...

  EXHIBIT 99-5AII

                        FORM OF AMENDMENT TO

                   INVESTMENT ADVISORY AGREEMENT


       AMENDMENT made  this ____ day of  _____________, 19__   to
  the Investment  Advisory Agreement  dated January  1, 1987,  as
  amended September 30, 1994, (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)  The  beginning of  the third  sentence  of the  first
            paragraph which currently reads "Except with  respect
            to  the   International  Fund  and  the  Pacific  Rim
            Emerging Markets Fund,...", shall be amended  to read
            "Except with respect to  the International Fund,  the
            Pacific  Rim  Emerging  Markets Fund  and  the Equity
            Index Fund,..."; and

       (b)  adding the following paragraph to  the end of Section
            3:

            With respect to the Equity  Index 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  Equity  Index  Fund
            shall be  borne by the Fund at the  rate of (i) up to
            .15% of the  average daily value of the aggregate net
            assets of  the portfolio for  the Equity Index  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)  The   beginning   of  the   first  sentence   of  the
            paragraph, which currently reads:

            "Except with  respect to  the International Fund  and
            the  Pacific Rim Emerging Markets Fund,..."; shall be
            amended  to   read  "Except   with  respect  to   the
            International Fund, the Pacific  Rim Emerging Markets
            Fund and the Equity Index Fund,..."; and

       (b)  adding the following paragraph to Section 4:

            With  respect solely  to the  Equity  Index 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  .25% of the  average daily value
            of the aggregate net assets of the portfolio.

       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.


       XXXXX X. XXXXX           Xxxxxx X. Xxxxxxx         
                                By:  Xxxxxx X. Xxxxxxx
                                Title:    President


  ATTEST:                       MANUFACTURERS             ADVISER
  CORPORATION


       XXXXX X. XXXXX           Xxxxx X. Xxxxx            
                                By:  Xxxxx X. Xxxxx
                                Title:    President