Amendment No. 3 to the Investment Management Agreement between John Hancock Variable Series Trust I and John Hancock Life Insurance Company Reference is made to that certain Investment Management Agreement dated as of April 12, 1988, by and between John Hancock Variable Series Trust I and John Hancock Life Insurance Company (formerly "John Hancock Mutual Life Insurance Company"), as amended, (the "Agreement"). (a) Subsections (a) and (b) of Section 5 of the Agreement, entitled "Investment Advisory Fee and Expense Limitation," are hereby deleted and the following inserted in its place: (a)(1) For the Growth & Income Fund (formerly "Stock Portfolio"): ---------------------------------------------------------- (i) 0.71% on an annual basis of the first $150,000,000 of the Current Net Assets (as defined in this Section 5) of such Portfolio; (ii) 0.69% on an annual basis of that portion of the Current Net Assets of such Portfolio in excess of $150,000,000 and not over $300,000,000; and (iii) 0.67% on an annual basis of that portion of the Current Net Assets of such Portfolio in excess of $300,000,000. (a)(2) For the Active Bond Fund (formerly "Bond Portfolio"): ----------------------------------------------------- (i) 0.70% on an annual basis of the first $100,000,000 of the Current Net Assets of such Portfolio; (ii) 0.65% on an annual basis of that portion of the Current Net Assets of such Portfolio in excess of $100,000,000 and not over $250,000,000; (iii) 0.61% on an annual basis of that portion of the Current Net Assets of such Portfolio in excess of $250,000,000 and not over $500,000,000; (iv) 0.58% on an annual basis of that portion of the Current Net Assets of such Portfolio in excess of $500,000,000 and not over $1,000,000,000; and (v) 0.55% on an annual basis of that portion of the Current Net Assets of such Portfolio in excess of $1,000,000,000. (a)(3) For the Money Market Fund (formerly "Money Market Portfolio"): ------------------------------------------------- 0.25% on an annual basis of the Current Net Assets of such Portfolio -2- (b)(1) For the Large Cap Growth Fund (formerly "Aggressive Stock Portfolio") --------------------------------------------------------- (i) 0.40% on an annual basis of the first $500,000,000 of the Current Net Assets of such Portfolio; (ii) 0.35% on an annual basis for that portion of the Current Net Assets in excess of $500,00,000 and not over $1,000,000,000 of such Portfolio; and (iii) 0.30% on an annual basis for that portion of the Current Net Assets in excess of $1,000,000,000 of such Portfolio (b)(2) For the Managed Fund (formerly "Total Return Portfolio") -------------------------------------------------------- (i) 0.74% on an annual basis of the first $500,000,000 of the Current Net Assets of such Portfolio; (ii) 0.68% on an annual basis for that portion of the Current Net Assets in excess of $500,000,000 and not over $1,000,000,0000 of such Portfolio; and (iii) 0.65% on an annual basis for that portion of the Current Net Assets in excess of $1,000,000,000 of such Portfolio. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and to take effect November 1, 2000. John Hancock Variable Series Trust I /s/ Michele G. Van Leer By: Michele G. Van Leer Title: Chairman Attest: /s/ Ronald J. Bocage ------------------------------ John Hancock Life Insurance Company /s/ Robert R. Reitano By: Robert R. Reitano Title: Senior Vice President and Chief Investment Strategist Attest: /s/ Ronald J. Bocage ------------------------------