Amendment No. 1 to the Sub-Investment Management Agreement Among John Hancock
Variable Series Trust I, John Hancock Advisers, Inc. and John Hancock Life
Insurance Company
Reference is made to that certain Sub-Investment Management Agreement dated
as of May 1, 1995 among John Hancock Variable Series Trust I, John Hancock
Advisers, Inc. and John Hancock Life Insurance Company (the "Agreement").
Recitals
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A. The current name of the "Bond Portfolio" is the "Active Bond Fund."
B. On February 1, 2000, John Hancock Life Insurance Company ("John
Hancock") converted to a stock life insurance company and changed its
name from "John Hancock Mutual Life Insurance Company."
C. On July 14, 2000, the Board of Trustees of the John Hancock Variable
Series Trust I ("Series"), including a majority of those Trustees of
the Series who are not interested persons of any party to the
Agreement, duly approved an increase in fees payable under the
Agreement by John Hancock to John Hancock Advisers, Inc., subject to
approval by shareholders of the Active Bond Fund.
D. On September 28, 2000, the shareholders of the Active Bond Fund duly
approved such increase in fees payable under the Agreement.
Amendment
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In accordance with section 11 of the Agreement, the parties hereto agree to
amend the Agreement as follows:
1. The phrase "Bond Portfolio" is deleted wherever shown and the phrase
"Active Bond Fund" is inserted in its place.
2. The phrases "John Hancock Mutual Life Insurance Company" and "JHMLICO" are
deleted wherever shown and the phrases "John Hancock Life Insurance
Company" and "JHLICO" are respectively inserted in their place.
3. The first paragraph of section 4 of the Agreement, entitled "SUB-ADVISORY
FEES" is hereby amended to read as follows:
"For all of the services rendered as herein provided, JHLICO shall pay
to Sub-Manager a fee (for payment of which the Series shall have no
obligation or liability) based on the Current Net Assets of the
Portfolio, as set forth in Schedule I attached hereto and made a part
hereof."
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4. Schedule I is attached to the Agreement to read as follows:
SCHEDULE I
FEES
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Current Net Assets Under Management Sub-Advisory Fee
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On the first $100 million 25.0 basis points (0.25%) per annum
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On the next $150 million 20.0 basis points (0.20%) per annum
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On the next $250 million 16.0 basis points (0.16%) per annum
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On the next $500 million 12.5 basis points (0.125%) per annum
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On amounts over $1 billion 10.0 basis points (0.10%) per annum
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and to take effect as of November 1, 2000.
ATTEST: JOHN HANCOCK VARIABLE SERIES
TRUST I
/s/ Ronald J. Bocage By: /s/ Michele G. Van Leer
Title: Chairman
ATTEST: JOHN HANCOCK LIFE INSURANCE COMPANY
/s/ Ronald J. Bocage By: /s/ Robert R. Reitano
Title: Senior Vice President and Chief
Investment Strategist
ATTEST: JOHN HANCOCK ADVISERS, INC.
/s/ Theresa Appruzzesi By:/s/ James V. Bowhers
Title: Executive Vice President
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