Exhibit D(4)
Form of
Amendment No. 9 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
March 14, 1996 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 Small Cap Growth Fund (formerly "Small Cap Growth Portfolio"):
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(i) 1.05% on an annual basis on the first $100,000,000 of the
Current Net Assets of such Fund; and
(ii) 1.00% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $100,000,000.
(b) For the Earnings Growth Fund (formerly "Multi Cap Growth Fund" and
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"Mid Cap Growth Portfolio"):
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(i) 1.00% on an annual basis on the first $100,000,000 of the
Current Net Assets of such Fund; and
(ii) 0.90% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $100,000,000.
(c) For the Small Cap Emerging Growth Fund (formerly "Small Cap Equity
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Fund" and "Small Cap Value Portfolio"):
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(i) 1.05% on an annual basis on the first $100,000,000 of the
Current Net Assets of such Fund; and
(ii) 1.00% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $100,000,000.
(d) RESERVED
(e) For the Overseas Equity Fund (formerly "Global Balanced Fund" and
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"International Balanced Portfolio"):
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(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.
5. INVESTMENT ADVISORY FEE AND EXPENSE LIMITATION - continued.
(f) For the Overseas Equity B Fund (formerly "International Opportunities
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Portfolio"):
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(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.
(g) For the Large Cap Value B Fund (formerly "Large Cap Value Portfolio"):
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(i) 0.75% on an annual basis on the Current Net Assets of such Fund.
(h) For the Global Bond Fund (formerly "Strategic Bond Portfolio"):
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(i) 0.85% on an annual basis on the first $150,000,000 of the
Current Net Assets of such Fund;
(ii) 0.80% on an annual basis on the next $150,000,000 of the Current
Net Assets of such Fund;
(iii) 0.75% on an annual basis on the next $200,000,000 of the Current
Net Assets of such Fund; and
(iv) 0.70% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $500,000,000.
(i) For the Equity Index Fund (formerly "Equity Index Portfolio"):
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(i) 0.15% on an annual basis on the first $75,000,000 of the Current
Net Assets of such Fund;
(ii) 0.14% on an annual basis on the next $50,000,000 of the Current
Net Assets of such Fund; and
(iii) 0.13% on an annual basis of that portion of the Current Net
Assets of such Fund in excess of $125,000,000.
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.
5. INVESTMENT ADVISORY FEE AND EXPENSE LIMITATION - continued.
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 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 any of the following Funds on and after
May 1, 2004 for any normal operating costs and expenses directly incurred
by, or allocated to, that Fund: Overseas Equity Fund, Overseas Equity B
Fund, and Global Bond Fund.
3. 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
By:
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Title:
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ATTEST: XXXX XXXXXXX LIFE INSURANCE COMPANY
By:
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Title:
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