Exhibit (6)(f)
Amendment No. 5 to the Investment Management Agreement
Between Xxxx Xxxxxxx Variable Series Trust I and Xxxx Xxxxxxx Life Insurance
Company
Reference is made to that certain Investment Management Agreement dated as of
April 12, 1988 and, as amended, by and between Xxxx Xxxxxxx Variable Series
Trust I and Xxxx Xxxxxxx Life Insurance Company, as amended (the "Agreement").
The parties agree to amend and restate Section 5 of the Agreement to read as
follows:
5. INVESTMENT ADVISORY FEE AND EXPENSE LIMITATION.
For all of the services rendered, facilities furnished and expenses
paid or assumed as herein provided, the Series shall pay to JHLICO a fee,
which fee shall, with respect to each Portfolio ("Fund"), be at the
effective rate of:
(a) For the Real Estate Equity Fund (formerly "Real Estate Portfolio"):
(i) 1.10% on an annual basis on the first $50,000,000 of the Current
Net Assets of such Fund;
(ii) 1.00% on an annual basis on the next $50,000,000 of the Current
Net Assets of such Fund;
(iii) 0.90% on an annual basis on the next $100,000,000 of the Current
Net Assets of such Fund; and
(iv) 0.80% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $200,000,000.
(b) For the International Equity Index Fund (formerly "International
Equities Portfolio," "International Portfolio" and "Global
Portfolio"):
(i) 1.30% on an annual basis on the first $20,000,000 of the Current
Net Assets of such Fund;
(ii) 1.15% on an annual basis on the next $30,000,000 of the Current
Net Assets of such Fund; and
(iii) 1.05% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $50,000,000.
The fee shall be accrued daily and payable monthly as soon as possible
after the last day of each calendar month.
In the case of termination of this Agreement with respect to any Fund
during any calendar month, the amount of the fee accrued to the date of
termination shall be paid.
"Current Net Assets" of any Fund for purposes of computing the amount of
advisory fee accrued for any day shall mean that Fund's net assets for the
most recent preceding day for which that Fund's net assets were computed.
For any fiscal year in which the normal operating costs and expenses of any
Fund of the Series, exclusive of the investment advisory fee, interest,
brokerage commissions, taxes and extraordinary expenses outside the control
of JHLICO exceed 0.10% of that Fund's
average daily net assets, JHLICO will reimburse that Fund promptly after
the end of the fiscal year in an amount equal to such excess. In the event
of termination of this
5. INVESTMENT ADVISORY FEE AND EXPENSE LIMITATION - continued.
Agreement as of a date other than the last day of Series' fiscal year,
JHLICO shall pay any Fund of Series the amount by which such expenses
incurred by that Fund prior to the date of termination exceeds a pro rata
portion of the expense limitation. Effective June 1, 2003, any fees
pursuant to a plan adopted by the Trust under Rule 12b-1 ("Rule 12b-1
fees") under the 1940 Act that are chargeable to any class of a Fund's
(Portfolio's) shares shall be excluded from the expenses that are
reimbursable pursuant to this paragraph.
Notwithstanding anything stated above to the contrary, JHLICO shall have no
obligation hereunder to reimburse the International Equity Index Fund on
and after May 1, 2004 for any normal operating costs and expenses directly
incurred by, or allocated to, that Fund.
2. All other terms and provisions of the Agreement, as previously amended,
shall remain unchanged and in full force and effect, including but not
limited to, replacement of the phrase "Xxxx Xxxxxxx Mutual Life Insurance
Company" with the phrase "Xxxx Xxxxxxx Life Insurance Company" and
replacement of the phrase "JHMLICO" with the phrase "JHLICO" wherever shown
in the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and to take effect as of May 1, 2004.
ATTEST: XXXX XXXXXXX VARIABLE SERIES TRUST I
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxx Xxxx
Xxxxxxx X. Xxx Xxxx
Title: Chairman and CEO
ATTEST: XXXX XXXXXXX LIFE INSURANCE COMPANY
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxx Xxxx
Xxxxxxx X. Xxx Xxxx
Title: Senior Vice President
