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
