HANCOCK JOHN VARIABLE ANNUITY ACCOUNT JF, 485BPOS, 2000-05-04

HANCOCK JOHN VARIABLE ANNUITY ACCOUNT JF
485BPOS, 2000-05-04

Previous: HANCOCK JOHN VARIABLE ANNUITY ACCOUNT JF, 485BPOS, 2000-05-04

Next: HANCOCK JOHN VARIABLE ANNUITY ACCOUNT JF, 485BPOS, 2000-05-04

<PAGE>

As filed with the Securities and Exchange Commission on May 4, 2000
File Nos. 333-81127
811-07451
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [_]

PRE-EFFECTIVE AMENDMENT NO. [_]
POST-EFFECTIVE AMENDMENT NO. 1 [X]

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 8 [X]
(Check Appropriate Box or Boxes)

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF
(Exact Name of Registrant)

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
(Name of Depositor)

JOHN HANCOCK PLACE, BOSTON, MA 02117
(Address Of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, Including Area Code: (617) 572-9196

RONALD J. BOCAGE, ESQUIRE
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
JOHN HANCOCK PLACE
BOSTON, MA 02117
(Name and Address of Agent for Service)

It is proposed that this filing become effective (check appropriate box)

[X] immediately upon filing pursuant to paragraph (b) of Rule 485
[_] on May 1, 2000 pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[_] on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate check the following box

[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment

Pursuant to Rule 24f-2, Registrant has registered an indefinite amount of
securities under the Securities Act of 1933.

<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Form N-4 Item Prospectus Caption
- ------------- ------------------
<S> <C>
1. Cover Page................................. Cover Page

2. Definitions................................ Index of Key Words

3. Synopsis................................... Fee table

4. Condensed Financial Information............ Condensed financial information

5. General Description of Registrant, Cover Page; Description of
Depositor and Portfolio Companies.......... JHVLICO; Distribution of the
contracts

6. Deductions and Expenses.................... What fees and charges will be
deducted from my contract?

7. General Description of Variable
Annuity Contracts.......................... What is the contract?

8. Annuity Period............................. The annuity period

9. Death Benefit.............................. What happens if the annuitant dies
before my contract's date of
maturity? Payment of death benefits;
Distribution requirements following
death of owner

10. Purchases and Contract Value.............. Distribution of the contracts; How
will the value of my investment in
the contract change over time?

11. Redemptions............................... What fees and charges will be
deducted from my contract? How can I
withdraw money from my contract? Can
I change my contract's investment
options? Can I return my contract?

12. Taxes..................................... Taxes information

13. Legal Proceedings......................... Not Applicable

14. Table of Contents of Statement of
Additional Information.................... Registration statement
</TABLE>

<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Statement of Additional
Form N-4 Item Information Caption
- ------------- -----------------------
<S> <C>
15. Cover Page......................... Cover Page

16. Table of Contents.................. Table of Contents

17. General Information and
History........................... Not Applicable

18. Services........................... Services Agreement

19. Purchase of Securities Being
Offered........................... Not Applicable

20. Underwriters....................... Not Applicable

21. Calculation of Performance
Data.............................. Calculation of Performance Data

22. Annuity Payments................... Calculation of Annuity Payments

23. Financial Statements............... Separate Account Financial Statements
</TABLE>
<PAGE>

Prospectus dated May 1, 2000

REVOLUTION VALUE VARIABLE ANNUITY

a deferred combination fixed and variable annuity contract
issued by

John Hancock Variable Life Insurance Company ("JHVLICO")

The contract enables you to earn fixed rates of interest that we guarantee for
stated periods of time ("guarantee periods") and investment-based returns in the
following variable investment options:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Variable Investment Option Managed By:
-------------------------- -----------
<S> <C>
V.A. Sovereign Investors.................................. John Hancock Advisers, Inc.
V.A. Core Equity.......................................... Independence Investment Associates, Inc.
Aggressive Balanced....................................... Independence Investment Associates, Inc.
Fidelity VIP Contrafund(R)................................ Fidelity Management & Research Company
Equity Index.............................................. State Street Global Advisors
Large Cap Value CORE...................................... Goldman Sachs Asset Management
V.A. Relative Value....................................... John Hancock Advisers, Inc.
V.A. Financial Industries................................. John Hancock Advisers, Inc.
Large Cap Aggressive Growth............................... Alliance Capital Management L.P.
Fidelity VIP Growth....................................... Fidelity Management & Research Company
MFS Growth................................................ MFS Investment Management(R)
V.A. Technology........................................... John Hancock Advisers, Inc.
Large/Mid Cap Value....................................... Wellington Management Company, LLP
Mid Cap Blend............................................. Independence Investment Associates, Inc.
AIM V.I. Value............................................ A I M Advisors, Inc.
MFS Research.............................................. MFS Investment Management(R)
AIM V.I. Growth........................................... A I M Advisors, Inc.
Fundamental Mid Cap Growth................................ OppenheimerFunds, Inc.
Mid Cap Growth............................................ Janus Capital Corporation
Small/Mid Cap CORE........................................ Goldman Sachs Asset Management
Small/Mid Cap Value....................................... The Boston Company Asset Management, LLC
Small/Mid Cap Growth...................................... Wellington Management Company, LLP
Small Cap Growth.......................................... John Hancock Advisers, Inc.
MFS New Discovery......................................... MFS Investment Management(R)
Global Balanced........................................... Brinson Partners, Inc.
Templeton International Securities........................ Templeton Investment Counsel, Inc.
International Equity...................................... Goldman Sachs Asset Management
Fidelity VIP Overseas..................................... Fidelity Management & Research Company
Templeton Developing Markets Securities................... Templeton Asset Management, Ltd.
Short-Term Bond........................................... Independence Investment Associates, Inc.
Bond Index................................................ Mellon Bond Associates, LLP
V.A. Bond................................................. John Hancock Advisers, Inc.
V.A. Strategic Income..................................... John Hancock Advisers, Inc.
High Yield Bond........................................... Wellington Management Company, LLP
V.A. Money Market......................................... John Hancock Advisers, Inc.
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

The variable investment options shown on page 1 are those available as of
the date of this prospectus. We may add, modify or delete variable investment
options in the future.

When you select one or more of these variable investment options, we invest
your money in the corresponding investment option(s) of one or more of the
following: the John Hancock Declaration Trust, the John Hancock Variable Series
Trust I, AIM Variable Insurance Funds, Inc., the Franklin Templeton Variable
Insurance Products Trust (Class 2 Shares), Fidelity's Variable Insurance
Products Fund (Service Shares) and Variable Insurance Products Fund II (Service
Shares) and the MFS Variable Insurance Trust (together, "the Trusts"). In this
prospectus, the investment options of the Trusts are referred to as "Funds". In
the prospectuses for the Trusts, the investment options may also be referred to
as "funds", "portfolios" or "series".

Each Trust is a so-called "series" type mutual fund registered with the
Securities and Exchange Commission ("SEC"). The investment results of each
variable investment option you select will depend on those of the corresponding
fund of one of the Trusts. Each of the funds is separately managed and has its
own investment objective and strategies. Attached at the end of this prospectus
is a prospectus for each Trust. The Trust prospectuses contain detailed
information about each available fund. Be sure to read those prospectuses
before selecting any of the variable investment options shown on page 1.

For amounts you don't wish to invest in a variable investment option, you can
choose among several guarantee periods, each of which has its own guaranteed
interest rate and expiration date. If you remove money from a guarantee period
prior to its expiration, however, we may increase or decrease your contract's
value to compensate for changes in interest rates that may have occurred
subsequent to the beginning of that guarantee period. This is known as a "market
value adjustment".

<PAGE>

GUIDE TO THIS PROSPECTUS

This prospectus contains information that you should know before you buy a
contract or exercise any of your rights under the contract. We have arranged
the prospectus in the following way:

. The first section contains an "Index of Key Words."

. Behind the index is the "Fee Table." This section highlights the
various fees and expenses you will pay directly or indirectly, if you
purchase a contract.

. The next section is called "Basic Information." It contains basic
information about the contract presented in a question and answer
format. You should read the Basic Information before reading any
other section of the prospectus.

. Behind the Basic Information is "Additional Information." This section
gives more details about the contract. It generally does not repeat
information contained in the Basic Information.

The Trusts' prospectuses are attached at the end of this prospectus. You
should save these prospectuses for future reference.

- --------------------------------------------------------------------------------
IMPORTANT NOTICES

This is the prospectus - it is not the contract. The prospectus simplifies many
contract provisions to better communicate the contract's essential features.
Your rights and obligations under the contract will be determined by the
language of the contract itself. On request, we will provide the form of
contract for you to review. In any event, when you receive your contract, we
suggest you read it promptly.

We've also filed with the SEC a "Statement of Additional Information," dated
May 1, 2000. This Statement contains detailed information not included in the
prospectus. Although a separate document from this prospectus, the Statement
of Additional Information has the same legal effect as if it were a part of
this prospectus. We will provide you with a free copy of the Statement upon
your request. To give you an idea what's in the Statement, we have included a
copy of the Statement's table of contents on page 55.

The contracts are not available in all states. This prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, securities
in any state to any person to whom it is unlawful to make or solicit an offer
in that state.

- -------------------------------------------------------------------------------

3
<PAGE>

INDEX OF KEY WORDS

We define or explain each of the following key words used in this
prospectus on the pages shown below:

Key Word Page

Accumulation units................................................ 34
Annuitant......................................................... 11
Annuity payments.................................................. 15
Annuity period.................................................... 15
Contract year..................................................... 12
Date of issue..................................................... 12
Date of maturity.................................................. 35
Free withdrawal amount............................................ 21
Funds............................................................. 2
Guarantee periods................................................. 2
Investment options................................................ 16
Market value adjustment........................................... 14
Premium payments.................................................. 12
Surrender value................................................... 23
Surrender......................................................... 234
Variable investment options....................................... cover
Withdrawal charge................................................. 21
Withdrawal........................................................ 23

4
<PAGE>

FEE TABLE

The following fee table shows the various fees and expenses that you will
pay, either directly or indirectly, if you purchase a contract. The table does
not include charges for premium taxes (which may vary by state) or fees for any
optional benefit riders that you select.

Owner Transaction Expenses and Annual Contract Fee

.Maximum Withdrawal Charge (as % of amount withdrawn) 7%
.Annual Contract Fee (applies only to contracts of less than $50,000) $30

Annual Contract Expenses (as a % of the average total value of the contract)

.Asset-based Charge (for administration and mortality and expense risk) 1.25%
This charge doesn't apply to amounts held in the guarantee periods.

Annual Fund Expenses (based on % of average net assets)

The Funds must pay investment management fees and other operating expenses.
These fees and expenses are different for each Fund and reduce the investment
return of each Fund. Therefore, they also indirectly reduce the return you will
earn on any variable investment options you select.

The following figures for the Funds are based on historical Fund expenses,
as a percentage (rounded to two decimal places) of each Fund's average daily net
assets for 1999, except as indicated in the Notes beginning on page 6. Expenses
of the Funds are not fixed or specified under the terms of the contracts, and
expenses may vary from year to year.

<TABLE>
<CAPTION>
Investment Distribution and Other Operating Total Fund Other Operating
Management Service Expenses With Operating Expenses Absent
Fund Name Fee (12b-1) Fees Reimbursement Expenses Reimbursement
- --------- ---------- ---------------- --------------- ---------- ------------------
<S> <C> <C> <C> <C> <C>
John Hancock Variable Series Trust
(Note 1):
Aggressive Balanced . . . . . . . . . 0.68% N/A 0.10% 0.78% 0.29%
Equity Index . . . . . . . . . . . . 0.14% N/A 0.00% 0.14% 0.08%
Large Cap Value CORE . . . . . . . . 0.75% N/A 0.10% 0.85% 0.42%
Large Cap Aggressive Growth . . . . . 0.98% N/A 0.10% 1.08% 0.19%
Large/Mid Cap Value . . . . . . . . . 0.95% N/A 0.10% 1.05% 0.47%
Mid Cap Blend . . . . . . . . . . . . 0.75% N/A 0.10% 0.85% 0.45%
Mid Cap Growth . . . . . . . . . . . 0.82% N/A 0.10% 0.92% 0.11%
Fundamental Mid Cap Growth . . . . . 0.85% N/A 0.10% 0.95% 0.24%
Small/Mid Cap CORE . . . . . . . . . 0.80% N/A 0.10% 0.90% 0.66%
Small/Mid Cap Value . . . . . . . . . 0.95% N/A 0.10% 1.05% 1.44%
Small/Mid Cap Growth. . . . . . . . . 0.75% N/A 0.10% 0.85% 0.10%
Small Cap Growth. . . . . . . . . . . 0.75% N/A 0.10% 0.85% 0.14%
Global Balanced . . . . . . . . . . . 0.85% N/A 0.10% 0.95% 0.46%
International Equity . . . . . . . . 1.00% N/A 0.10% 1.10% 0.71%
Short-Term Bond . . . . . . . . . . . 0.30% N/A 0.10% 0.40% 0.13%
Bond Index . . . . . . . . . . . . . 0.15% N/A 0.10% 0.25% 0.20%
High Yield Bond . . . . . . . . . . . 0.65% N/A 0.10% 0.75% 0.39%
</TABLE>

5
<PAGE>

AIM Variable Insurance Funds, Inc.:
AIM V.I. Growth . . . . . . . . . . . 0.63% N/A 0.10% 0.73% 0.10%
AIM V.I. Value . . . . . . . . . . . 0.61% N/A 0.15% 0.76% 0.15%

Variable Insurance Products Fund -
Service Class (Note 3):
Fidelity VIP Growth . . . . . . . . . 0.58% 0.10% 0.07% 0.75% 0.09%
Fidelity VIP Overseas . . . . . . . . 0.73% 0.10% 0.15% 0.98% 0.18%

Variable Insurance Products Fund II
- Service Class (Note 3):
Fidelity VIP Contrafund(R) . . . . . 0.58% 0.10% 0.07% 0.75% 0.10%

Franklin Templeton Variable
Insurance Products Trust - Class 2
Shares (Note 4):
Templeton International Securities . 0.69% 0.25% 0.19% 1.13%
Templeton Developing Markets
Securities . . . . . . . . . . . . . 1.25% 0.25% 0.31% 1.81% 0.31%

MFS Variable Insurance Trust
(Note 5):
MFS Growth . . . . . . . . . . . . . 0.75% N/A 0.16% 0.91% 0.71%
MFS Research . . . . . . . . . . . . 0.75% N/A 0.11% 0.86% 0.11%
MFS New Discovery . . . . . . . . . . 0.90% N/A 0.17% 1.07% 1.59%
</TABLE>

Notes to Annual Fund Expenses

(1) John Hancock Variable Series Trust I Funds' percentages reflect
management fees and other fund expenses based on the allocation
methodology and expense reimbursement policy adopted April 23, 1999.
Under the policy, John Hancock Life Insurance Company voluntarily
reimburses a Fund when the Fund's "other fund expenses" exceed 0.10%
of the Fund's average daily net assets (0.00% for Equity Index).

* Global Balanced was formerly "International Balanced."

(2) John Hancock Declaration Trust Funds' percentages reflect the
investment management fees currently payable and other fund expenses
allocated in 1999. John Hancock Advisers, Inc., has agreed to limit
temporarily other expenses of each Fund to 0.25% of the fund's average
daily assets. Percentages for the V.A. Technology Fund are estimates
for this fiscal year because the Fund was not in operation

6
<PAGE>

prior to the date of this prospectus.

(3) A portion of the brokerage commissions that certain of the Fidelity
VIP Funds pay was used to reduce fund expenses. In addition, through
arrangements with certain Funds' custodian, credits realized as a
result of uninvested cash balances were used to reduce a portion of
each applicable Fund's expenses. Without these reductions, the
operating expenses of the Funds would have been higher, as shown in
the last column of this table.

(4) On February 8, 2000, shareholders of each Fund approved a merger and
reorganization that combined the Templeton International Equity Fund
with the Templeton International Securities Fund and combined the
Templeton Developing Markets Equity Fund with the Templeton Developing
Markets Securities Fund, effective May 1, 2000. Shareholders of the
Templeton International Securities Fund and shareholders of the
Templeton Developing Markets Securities Fund had approved new
management fees, which apply to each of the combined funds effective
May 1, 2000. The table shows restated total expenses for the Funds
based on the new fees and the assets, as of December 31, 1999, of
either the Templeton International Securities Fund or the Templeton
Developing Markets Securities Fund, as applicable. However, if the
table reflected both the new fees and the combined assets of the
Templeton International Equity Fund and the Templeton International
Securities Fund, the estimated expenses for that combined Fund after
May 1, 2000 would be: Management Fees 0.65%, Distribution and Service
Fees 0.25%, Other Expenses 0.20%, and Total Fund Operating Expenses
1.10%. If the table reflected both the new fees and the combined
assets of the Templeton Developing Markets Equity Fund and the
Templeton Developing Markets Securities Fund, the estimated expenses
for that combined Fund after May 1, 2000 would be: Management Fees
1.25%, Distribution and Service Fees 0.25%, Other Expenses 0.29%, and
Total Fund Operating Expenses 1.79%.

(5) MFS Variable Insurance Trust Funds have an expense offset arrangement
which reduces each Fund's custodian fee based upon the amount of cash
maintained by the Fund with its custodian and dividend disbursing
agent. Each Fund may enter into other such arrangements and directed
brokerage arrangements, which would also have the effect of reducing
the Fund's expenses. Expenses do not take into account these expense
reductions, and are therefore higher than the actual expenses of the
Fund. MFS Investment Management(R) (also doing business as
Massachusetts Financial Services Company) has contractually agreed to
bear expense for the Growth and New Discovery Funds, subject to
reimbursement by the Fund, such that each such Fund's "other fund
expenses" shall not exceed 0.15% of the average daily net assets of
the Fund during the current fiscal year.

We may receive payments from a Fund or its affiliates at an annual rate of
up to approximately 0.25% of the average net assets that holders of our variable
life insurance policies and variable annuity contracts have invested in that
Fund. Any such payments do not, however, result in any charge to you in addition
to what is disclosed above.

Examples

The following examples on pages 8 and 9 illustrate the current expenses you
would pay, directly or indirectly, on a $1,000 investment allocated to one of
the variable investment options, assuming a 5% annual return on assets. These
examples do not include any applicable premium taxes or any fees for optional
benefit riders. The examples should not be considered representations of past
or future expenses; actual charges may be greater or less than those shown
above. The examples assume Fund expenses at rates set forth above for 1999,
after reimbursements. The annual contract fee has been included as an annual
percentage of assets.

7
<PAGE>

If you "surrender" (turn in) your contract at the end of the applicable
time period, you would pay:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
V.A. Sovereign Investors $84 $108 $135 $235
- -------------------------------------------------------------------------------------------------
V.A. Core Equity $85 $112 $142 $248
- -------------------------------------------------------------------------------------------------
Aggressive Balanced $84 $111 $139 $243
- -------------------------------------------------------------------------------------------------
Fidelity VIP Contrafund(R) $84 $111 $139 $243
- -------------------------------------------------------------------------------------------------
Equity Index $78 $ 91 $105 $175
- -------------------------------------------------------------------------------------------------
Large Cap Value CORE $85 $113 $143 $250
- -------------------------------------------------------------------------------------------------
VA Relative Value $84 $110 $139 $242
- -------------------------------------------------------------------------------------------------
V.A. Financial Industries $86 $114 $145 $255
- -------------------------------------------------------------------------------------------------
Large Cap Aggressive Growth $87 $120 $155 $274
- -------------------------------------------------------------------------------------------------
Fidelity VIP Growth $84 $110 $139 $242
- -------------------------------------------------------------------------------------------------
MFS Growth $86 $115 $146 $256
- -------------------------------------------------------------------------------------------------
V.A. Technology $87 $119 $153 $271
- -------------------------------------------------------------------------------------------------
Large/Mid Cap Value $87 $119 $153 $271
- -------------------------------------------------------------------------------------------------
Mid Cap Blend $85 $113 $143 $250
- -------------------------------------------------------------------------------------------------
AIM V.I. Value $84 $110 $138 $241
- -------------------------------------------------------------------------------------------------
MFS Research $85 $113 $143 $251
- -------------------------------------------------------------------------------------------------
AIM V.I. Growth $84 $109 $137 $238
- -------------------------------------------------------------------------------------------------
Fundamental Mid Cap Growth $86 $116 $148 $261
- -------------------------------------------------------------------------------------------------
Mid Cap Growth $86 $115 $147 $257
- -------------------------------------------------------------------------------------------------
Small/Mid Cap CORE $86 $114 $145 $255
- -------------------------------------------------------------------------------------------------
Small/Mid Cap Value $87 $119 $153 $271
- -------------------------------------------------------------------------------------------------
Small/Mid Cap Growth $85 $113 $143 $250
- -------------------------------------------------------------------------------------------------
Small Cap Growth $85 $113 $143 $250
- -------------------------------------------------------------------------------------------------
MFS New Discovery $87 $120 $154 $273
- -------------------------------------------------------------------------------------------------
Global Balanced $86 $116 $148 $261
- -------------------------------------------------------------------------------------------------
Templeton International Securities $88 $121 $157 $279
- -------------------------------------------------------------------------------------------------
International Equity $88 $120 $156 $276
- -------------------------------------------------------------------------------------------------
Fidelity VIP Overseas $87 $118 $151 $267
- -------------------------------------------------------------------------------------------------
Templeton Developing Markets Securities $95 $142 $328 $344
- -------------------------------------------------------------------------------------------------
Short-Term Bond $80 $ 99 $119 $203
- -------------------------------------------------------------------------------------------------
Bond Index $79 $ 95 $111 $187
- -------------------------------------------------------------------------------------------------
V.A. Bond $84 $110 $138 $240
- -------------------------------------------------------------------------------------------------
V.A. Strategic Income $85 $113 $143 $250
- -------------------------------------------------------------------------------------------------
High Yield Bond $84 $110 $138 $240
- -------------------------------------------------------------------------------------------------
V.A. Money Market $83 $107 $133 $231
- -------------------------------------------------------------------------------------------------
</TABLE>

8
<PAGE>

If you begin receiving payments under one of our annuity payment options at
the end of the applicable time period, or if you do not surrender your contact,
you would pay:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
V.A. Sovereign Investors $21 $63 $109 $235
- -------------------------------------------------------------------------------------------------
V.A. Core Equity $22 $67 $115 $248
- -------------------------------------------------------------------------------------------------
Aggressive Balanced $21 $66 $113 $243
- -------------------------------------------------------------------------------------------------
Fidelity VIP Contrafund(R) $21 $65 $111 $240
- -------------------------------------------------------------------------------------------------
Equity Index $15 $46 $ 80 $175
- -------------------------------------------------------------------------------------------------
Large Cap Value CORE $22 $68 $116 $250
- -------------------------------------------------------------------------------------------------
VA Relative Value $21 $65 $112 $242
- -------------------------------------------------------------------------------------------------
V.A. Financial Industries $23 $69 $119 $255
- -------------------------------------------------------------------------------------------------
Large Cap Aggressive Growth $24 $75 $128 $274
- -------------------------------------------------------------------------------------------------
Fidelity VIP Growth $21 $65 $111 $240
- -------------------------------------------------------------------------------------------------
MFS Growth $23 $70 $119 $256
- -------------------------------------------------------------------------------------------------
V.A. Technology $24 $74 $127 $271
- -------------------------------------------------------------------------------------------------
Large/Mid Cap Value $24 $74 $127 $271
- -------------------------------------------------------------------------------------------------
Mid Cap Blend $22 $68 $116 $250
- -------------------------------------------------------------------------------------------------
AIM V.I. Value $21 $65 $112 $241
- -------------------------------------------------------------------------------------------------
MFS Research $22 $68 $117 $251
- -------------------------------------------------------------------------------------------------
AIM V.I. Growth $21 $64 $110 $238
- -------------------------------------------------------------------------------------------------
Fundamental Mid Cap Growth $23 $71 $122 $261
- -------------------------------------------------------------------------------------------------
Mid Cap Growth $23 $70 $120 $257
- -------------------------------------------------------------------------------------------------
Small/Mid Cap CORE $23 $69 $119 $255
- -------------------------------------------------------------------------------------------------
Small/Mid Cap Value $24 $74 $127 $271
- -------------------------------------------------------------------------------------------------
Small/Mid Cap Growth $22 $68 $116 $250
- -------------------------------------------------------------------------------------------------
Small Cap Growth $22 $68 $116 $250
- -------------------------------------------------------------------------------------------------
MFS New Discovery $24 $75 $128 $273
- -------------------------------------------------------------------------------------------------
Global Balanced $23 $71 $122 $261
- -------------------------------------------------------------------------------------------------
Templeton International Securities $25 $76 $131 $279
- -------------------------------------------------------------------------------------------------
International Equity $25 $75 $129 $276
- -------------------------------------------------------------------------------------------------
Fidelity VIP Overseas $23 $72 $123 $264
- -------------------------------------------------------------------------------------------------
Templeton Developing Markets Securities $32 $97 $164 $344
- -------------------------------------------------------------------------------------------------
Short-Term Bond $17 $54 $ 93 $203
- -------------------------------------------------------------------------------------------------
Bond Index $16 $50 $ 86 $187
- -------------------------------------------------------------------------------------------------
V.A. Bond $21 $65 $111 $240
- -------------------------------------------------------------------------------------------------
V.A. Strategic Income $22 $68 $116 $250
- -------------------------------------------------------------------------------------------------
High Yield Bond $21 $65 $111 $240
- -------------------------------------------------------------------------------------------------
V.A. Money Market $20 $62 $107 $231
- -------------------------------------------------------------------------------------------------
</TABLE>

9
<PAGE>

BASIC INFORMATION

This "Basic Information" section provides answers to commonly asked questions
about the contract. Here are the page numbers where the questions and answers
appear:

<TABLE>
<CAPTION>
Question Pages to See
-------- ------------
<S> <C>
What is the contract?....................................................... 11

Who owns the contract?...................................................... 11

Is the owner also the annuitant?............................................ 11

How can I invest money in a contract?....................................... 11

How will the value of my investment in the contract change over time?....... 14

What annuity benefits does the contract provide?............................ 15

What are the tax consequences of owning a contract?......................... 15

How can I change my contract's investment allocations?...................... 16

What fees and charges will be deducted from my contract?.................... 20

How can I withdraw money from my contract?.................................. 23

What happens if the annuitant dies before my contract's date of maturity?... 25

What other benefits can I purchase under a contract?........................ 27

Can I return my contract?................................................... 29
</TABLE>

10
<PAGE>

What is the contract?

The contract is a "deferred payment variable annuity contract." An annuity
contract provides a person (known as the "annuitant" or "payee") with a series
of periodic payments. Because this contract is also a deferred payment contract,
the "annuity payments" will begin on a future date, called the contract's "date
of maturity." Under a variable annuity contract, the amount you have invested
can increase or decrease in value daily based upon the value of the variable
investment options chosen. If your annuity is provided under a master group
contract, the term "contract" as used in this prospectus refers to the
certificate you will be issued and not to the master group contract.

Who owns the contract?

That's up to you. Unless the contract provides otherwise, the owner of the
contract is the person who can exercise the rights under the contract, such as
the right to choose the investment options or the right to surrender the
contract. In many cases, the person buying the contract will be the owner.
However, you are free to name another person or entity (such as a trust) as
owner. In writing this prospectus, we've assumed that you, the reader, are the
person or persons entitled to exercise the rights and obligations under
discussion. If a contract has joint owners, both must join in any written
notice or request.

Is the owner also the annuitant?

Again, that's up to you. The annuitant is the person upon whose death the
contract's death benefit becomes payable. Also, the annuitant receives payments
from us under any annuity option that commences during the annuitant's lifetime.
In many cases, the same person is both the annuitant and the owner of a
contract. However, you are free to name another person as annuitant or joint
annuitant. You could also name as joint annuitants two persons other than
yourself.

How can I invest money in a contract?

Premium payments

We call the investments you make in your contract "premiums" or "premium
payments." In general, you need at least a $5,000 initial premium payment to
purchase a contract. If you purchase your contract under any of the
tax-qualified plans shown on page 31 or if you purchase your contract through
the automatic investment plan, different minimums will apply. If you choose to
contribute more money into your contract, each subsequent premium payment must
be at least $200 ($100 for the annuity direct deposit program). If your
contract's total value ever falls to zero, we may terminate it. Therefore, you
may need to pay more premiums to keep the contract in force.

11
<PAGE>

Applying for a contract

An authorized representative of the broker-dealer or financial institution
through whom you purchase your contract will assist you in (1) completing an
application or placing an order for a contract and (2) transmitting it, along
with your initial premium payment, to the John Hancock Annuity Servicing Office.

Once we receive your initial premium payment and all necessary information,
we will issue your contract and invest your initial premium payment within two
business days. If the information is not in good order, we will contact you to
get the necessary information. If for some reason, we are unable to complete
this process within 5 business days, we will either send back your money or get
your permission to keep it until we get all of the necessary information.

In certain situations, we will issue a contract upon receiving the order of
your broker-dealer or financial institution but delay the effectiveness of the
contract until we receive your signed application. (What we mean by "delaying
effectiveness" is that we will not allow allocations to the variable investment
options until we receive your signed application.) In those situations, if we do
not receive your signed application within our required time period, we will
deem the contract void from the beginning and return your premium payment.

We measure the years and anniversaries of your contract from its date of
issue. We use the term "contract year" to refer to each period of time between
anniversaries of your contract's date of issue.

Limits on premium payments

You can make premium payments of up to $1,000,000 in any one contract year.
The total of all new premium payments and transfers that you allocate to any
one variable investment option in any one contract year may not exceed
$1,000,000. While the annuitant is alive and the contract is in force, you can
make premium payments at any time before the date of maturity. However,

<TABLE>
<CAPTION>
you may not make any
premium payments after the
if your contract is used to fund annuitant reaches age
- -----------------------------------------------------------------------------------------------------
<S> <C>
a "tax qualified plan"* 70 1/2**
- -----------------------------------------------------------------------------------------------------
a non-tax qualified plan 85
- -----------------------------------------------------------------------------------------------------
</TABLE>

* as that term is used in "Tax Information," beginning on page 39.
** except for a Roth IRA, which has no age limit.

We will not issue a contract if the proposed annuitant is older than age
84. We may waive any of these limits, however.

12
<PAGE>

Ways to make premium payments

Premium payments made by check or money order must be:

. drawn on a U.S. bank,

. drawn in U.S. dollars, and

. made payable to "John Hancock."

Premium payments after the initial premium payment should be sent to the
John Hancock Annuity Servicing Office at the address shown on page 2 of this
prospectus. We will also accept premium payments by wire. We will accept your
initial premium payment by exchange from another insurance company. You can
find information about wire payments under "Premium payments by wire," below.
You can find information about other methods of premium payment by contacting
your broker-dealer or by contacting the John Hancock Annuity Servicing Office.

Once we have issued your contract and it becomes effective, we credit you
with any additional premiums you pay as of the day we receive them at the John
Hancock Annuity Servicing Office.

Premium payments by wire

If you purchase your contract through a broker-dealer firm or financial
institution, you may transmit your initial premium payment by wire order. Your
wire orders must include information necessary to allocate the premium payment
among your selected investment options.

If your wire order is complete, we will invest the premium payment in your
selected investment options as of the day we received the wire order. If the
wire order is incomplete, we may hold your initial premium payment for up to 5
business days while attempting to obtain the missing information. If we can't
obtain the information within 5 business days, we will immediately return your
premium payment, unless you tell us to hold the premium payment for 5 more days
pending completion of the application. Nevertheless, until we receive and
accept a properly completed and signed application, we will not:

. issue a contract;

. accept premium payments; or

. allow other transactions.

After we issue your contract, subsequent premium payments may be
transmitted by wire through your bank. Information about our bank, our account
number, and the ABA routing

13
<PAGE>

number may be obtained from the John Hancock Annuity Servicing Office. Banks
may charge a fee for wire services.

How will the value of my investment in the contract change over time?

Prior to a contract's date of maturity, the amount you've invested in any
variable investment option will increase or decrease based upon the investment
experience of the corresponding Fund. Except for certain charges we deduct,
your investment experience will be the same as if you had invested in the Fund
directly and reinvested all Fund dividends and distributions in additional
shares.

Like a regular mutual fund, each Fund deducts investment management fees
and other operating expenses. These expenses are shown in the fee table
beginning on page 5. However, unlike a mutual fund, we will also deduct charges
relating to the annuity guarantees and other features provided by the contract.
These charges reduce your investment performance and the amount we have credited
to your contract in any variable investment option. We describe these charges
under "What fees and charges will be deducted from my contract?" beginning on
page 20.

The amount you've invested in a guarantee period will earn interest at the
rate we have set for that period. The interest rate depends upon the length of
the guarantee period you select. We currently make available various guarantee
periods with durations of up to ten years. As long as you keep your money in a
guarantee period until its expiration date, we bear all the investment risk on
that money.

However, if you prematurely transfer, "surrender" or otherwise withdraw
money from a guarantee period we will increase or reduce the remaining value in
your contract by an amount that approximates the impact that any changes in
interest rates would have had on the market value of a debt instrument with
terms comparable to that guarantee period. This "market value adjustment" (or
"MVA") imposes investment risks on you. We describe how the market value
adjustments work in "Calculation of market value adjustment ("MVA")" beginning
on page 33.

At any time before the date of maturity, the "total value of your contract"
equals

. the total amount you invested,

. minus all charges we deduct,

. minus all withdrawals you have made,

. plus or minus any positive or negative MVAs that we have made at
the time of any premature withdrawals or transfers you have made
from a guarantee period,

. plus or minus each variable investment option's positive or
negative investment return that we credit daily to any of your
contract's value while it is in that option, and

14
<PAGE>

. plus the interest we credit to any of your contract's value while
it is in a guarantee period or in the guarantee rate account (see
"Dollar-cost averaging value program" on page 18).

What annuity benefits does the contract provide?

If your contract is still in effect on its date of maturity, it enters what
is called the "annuity period". During the annuity period, we make a series of
fixed or variable payments to you as provided under one of our several annuity
options. The form in which we will make the annuity payments, and the
proportion of such payments that will be on a fixed basis and on a variable
basis, depend on the elections that you have in effect on the date of maturity.
Therefore you should exercise care in selecting your date of maturity and your
choices that are in effect on that date.

You should carefully review the discussion under "The annuity period,"
beginning on page 35, for information about all of these choices you can make.

What are the tax consequences of owning a contract?

In most cases, no income tax will have to be paid on amounts you earn under
a contract until these earnings are paid out. All or part of the following
distributions from a contract may constitute a taxable payout of earnings:

. partial withdrawal (including systematic withdrawals)

. full withdrawal ("surrender")

. payment of death benefit proceeds as a single sum upon the
annuitant's death

. periodic payments under one of our annuity payment options

In addition, if you elect the accumulated value enhancement rider, the
Internal Revenue Service might take the position that the annual charge for this
rider is deemed a withdrawal from the contract which is subject to income tax
and, if applicable, the special 10% penalty tax for withdrawals before the age
of 59 1/2.

How much you will be taxed on a distribution is based upon complex tax
rules and depends on matters such as:

. the type of the distribution,

. when the distribution is made,

. the nature of any tax qualified retirement plan for which the
contract is being used, if any, and

15
<PAGE>

. the circumstances under which the payments are made.

If your contract is issued in connection with a tax-qualified retirement
plan, all or part of your premium payments may be tax-deductible.

Special 10% tax penalties apply in many cases to the taxable portion of any
distributions from a contract before you reach age 59 1/2. Also, most
tax-qualified plans require that distributions from a contract commence and/or
be completed by a certain period of time. This effectively limits the period of
time during which you can continue to derive tax deferral benefits from any
tax-deductible premiums you paid or on any earnings under the contract.

The favorable tax benefits available for annuity contracts issued in
connection with tax-qualified plans are also generally available for other types
of investments of tax-qualified plans, such as investments in mutual funds,
equities and debt instruments. You should carefully consider whether the
expenses under an annuity contract issued in connection with a tax-qualified
plan, and the investment options, death benefits and lifetime annuity income
options provided under such an annuity contract, are suitable for your needs and
objectives.

How can I change my contract's investment allocations?

Allocation of premium payments

When you apply for your contract, you specify the variable investment options
or guarantee periods (together, your "investment options") in which your premium
payments will be allocated. You may change this investment allocation for
future premium payments at any time. Any change in allocation will be effective
as of receipt of your request at the John Hancock Annuity Servicing Office.

Currently, you may use a maximum of 18 investment options over the life of
your contract. For purposes of this limit, each contribution or transfer of
assets into a variable investment option or guarantee period that you are not
then using or have not previously used counts as one "use" of an investment
option. Renewing a guarantee period upon its expiration does not count as a new
use, however, if the new guarantee period has the same number of years as the
expiring one.

Transferring your assets

Up to 12 times during each year of your contract, you may transfer, free of
any charge,

. all or part of the assets held in one variable investment option
to any other available variable investment option or guarantee
period, or

. all or part of the assets held in one guarantee period to any
other available guarantee period or variable investment option.

16
<PAGE>

Currently, we impose no charge for transfers of more than 12 per contract year.
However, we reserve the right to impose a charge of up to $25 on any transfers
in excess of the 12 free transfers or to prohibit any such transfers altogether.
Transfers under our strategic rebalancing or dollar-cost averaging programs do
not count toward the 12 you are allowed each year. However, you may not:

. transfer more than $1,000,000 in a contract year from any one
variable investment option or guarantee period, without our prior
approval,

. make any transfer that would cause you to exceed the above-mentioned
maximum of 18 investment options,

. make any transfers, during the annuity period, to or from a guarantee
period, or

. make any transfer during the annuity period that would result in more
than four investment options being used at once.

We reserve the right to prohibit a transfer less than 30 days prior to the
contract's date of maturity.

The contract you are purchasing was not designed for professional market
timing organizations or other persons or entities that use programmed or
frequent transfers. The use of such transfers may be disruptive to a Fund. We
reserve the right to reject any premium payment or transfer request from any
person, if in our judgment, a Fund would be unable to invest effectively in
accordance with its investment objectives and policies, or would otherwise be
potentially adversely affected.

Procedure for transferring your assets

You may request a transfer in writing or, if you have authorized telephone
transfers, by telephone or fax. All transfer requests should be directed to the
John Hancock Annuity Servicing Office at the location shown on page 2. Your
request should include:

. your name,

. daytime telephone number,

. contract number,

. the names of the investment options to and from which assets are
being transferred, and

. the amount of each transfer.

The request becomes effective on the day we receive your request, in proper
form, at the John Hancock Annuity Servicing Office.

17
<PAGE>

Telephone transfers

Once you have completed a written authorization, you may request a transfer
by telephone or by fax. If the fax request option becomes unavailable, another
means of telecommunication will be substituted.

If you authorize telephone transactions, you will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone
instructions which we reasonably believe to be genuine, unless such loss,
expense or cost is the result of our mistake or negligence. We employ procedures
which provide safeguards against the execution of unauthorized transactions, and
which are reasonably designed to confirm that instructions received by telephone
are genuine. These procedures include requiring personal identification, tape
recording calls, and providing written confirmation to the owner. If we do not
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, we may be liable for any loss due to unauthorized or
fraudulent instructions.

The contract you are purchasing was not designed for professional market
timing organizations or other persons or entities that use programmed or
frequent transfers. For reasons such as that, we reserve the right to change our
telephone transaction policies or procedures at any time. We also reserve the
right to suspend or terminate the privilege altogether.

Dollar-cost averaging value program

You may elect to deposit any new premium payment of $5,000 or more in the
guarantee rate account. Each deposit will be depleted over the 6 or 12 month
period you select. The assets in this account will be automatically transferred
to one or more variable investment options over the period selected, beginning
on the date your new premium is deposited in the selected guarantee rate
account. At the time of deposit, you will designate:

. the variable investment options to which assets will be transferred;

. the percentage amount to be transferred to each such variable
investment option; and

. the period over which the transfers will occur.

Under our current administrative rules, you may have multiple deposits under
this program at the same time, but the time period for each such deposit must be
the same (i.e., all must be for 6 month periods or all must be for 12 month
periods). Transfers to the guarantee periods are not permitted under this
program, and transfers of your account value from a variable investment option
are not permitted to initiate the program. Assets in the account will earn a
fixed rate of return at the effective annual rate in effect at the time the
deposit is made into the account. Such rate will apply to any portion of the
deposit remaining in the account until the full amount of such deposit has been
transferred to the selected variable investment options. We will declare the
rate for the account from time to time.

18
<PAGE>

The guarantee rate account is part of our general account. You have no
interest in or preferential claim on any of the assets held in our general
account. The investments we purchase with amounts you allocate to the guarantee
rate account belong to us; any favorable investment performance on the assets
allocated to the account belongs to us. Instead, you earn interest at the
applicable fixed rate of return.

The dollar-cost averaging value program and the standard dollar-cost
averaging program (described below) cannot be used at the same time.

Standard dollar-cost averaging program

You may elect, at no cost, to automatically transfer assets from any
variable investment option to one or more other variable investment options on a
monthly, quarterly, semiannual, or annual basis. The following conditions apply
to the standard dollar-cost averaging program:

. You may elect the program only if the total value of your contract
equals $15,000 or more.

. The amount of each transfer must equal at least $250.

. You may change your dollar-cost averaging instructions at any time in
writing or, if you have authorized telephone transfers, by telephone.

. You may not use the standard dollar-cost averaging program and the
dollar-cost averaging value program at the same time.

. You may discontinue the program at any time.

. The program automatically terminates when the variable investment
option from which we are taking the transfers has been exhausted.

. Automatic transfers to or from guarantee periods are not permitted.

. We reserve the right to suspend or terminate the program at any time.

Strategic rebalancing

This program automatically re-sets the percentage of your account value
allocated to the variable investment options. Over time, the variations in the
investment results for each variable investment option you've elected will shift
the percentage allocations among them. The strategic rebalancing program will
periodically transfer your account value among the variable investment options
to reestablish the preset percentages you have chosen. Strategic rebalancing
would usually result in transferring amounts from a variable investment option
with relatively higher investment performance since the last rebalancing to one
with relatively lower investment performance. However, rebalancing can also
result in transferring amounts from a

19
<PAGE>

variable investment option with relatively lower current investment performance
to one with relatively higher current investment performance.

This program can be elected by sending the appropriate form to our Annuity
Servicing Office. You must specify the frequency for rebalancing (monthly,
quarterly, semi-annually or annually), the preset percentage for each variable
investment option, and a future beginning date.

Once elected, strategic rebalancing will continue until we receive notice
of cancellation of the option or notice of the death of the insured person.

The guarantee periods do not participate in and are not affected by
strategic rebalancing. We reserve the right to modify, terminate or suspend the
strategic rebalancing program at any time.

What fees and charges will be deducted from my contract?

Asset-based charge

We deduct a daily asset-based charge that compensates us primarily for our
administrative expenses and the mortality and expense risks that we assume under
the contracts. On an annual basis, this charge equals 1.25% of the value of the
assets you have allocated to the variable investment options. (This charge does
not apply to assets you have in our guarantee periods.)

In return for the mortality risk charge, we assume the risk that annuitants
as a class will live longer than expected, requiring us to pay a greater number
of annuity payments. In return for the expense risk charge, we assume the risk
that our expenses relating to the contracts may be higher than we expected when
we set the level of the contracts' other fees and charges, or that our revenues
from such other sources will be less than expected.

Annual contract fee

Prior to the date of maturity of your contract, we will deduct $30 each
year from your contract if it has a total value on the contract anniversary of
less than $50,000. We deduct this annual contract fee at the beginning of each
contract year after the first contract year. We also deduct it if you surrender
your contract unless your total value is $50,000 or more at the time of
surrender. We take the deduction proportionally from each variable investment
option and each guarantee period you are then using. We reserve the right to
increase the annual contract fee to up to $50.

Premium taxes

We make deductions for any applicable premium or similar taxes based on the
amount of a premium payment. Currently, certain local jurisdictions assess a
tax of up to 5% of each premium payment.

In most cases, we deduct a charge in the amount of the tax from the total
value of the contract only at the time of annuitization, death, surrender, or
withdrawal. We reserve the right, however,

20
<PAGE>

to deduct the charge from each premium payment at the time it is made. We
compute the amount of the charge by multiplying the applicable premium tax
percentage times the amount you are withdrawing, surrendering, annuitizing or
applying to a death benefit.

Withdrawal charge

If you withdraw some of your premiums from your contract prior to the date
of maturity ("partial withdrawal") or if you surrender (turn in) your contract,
in its entirety, for cash prior to the date of maturity ("total withdrawal" or
"surrender"), we may assess a withdrawal charge. Some people refer to this
charge as a "contingent deferred sales load." We use this charge to help defray
expenses relating to the sales of the contracts, including commissions paid and
other distribution costs.

Free withdrawal amounts: If you have any profit in your contract, you can
-----------------------
always withdraw that profit without any withdrawal charge. By "profit," we mean
the amount by which your contract's total value exceeds the premiums you have
paid and have not (as discussed below) already withdrawn. If your contract
doesn't have any profit (or you have withdrawn it all) you can still make
charge-free withdrawals, unless and until all of your withdrawals during the
same contract year exceed 10% of all of the premiums you have paid to date.

Here's how we determine the charge: If the amount you withdraw or surrender
----------------------------------
totals more than the free withdrawal amount during the contract year, we will
assess a withdrawal charge on any amount of the excess that we attribute to
premium payments you made within seven years of the date of the withdrawal or
surrender.

The withdrawal charge percentage depends upon the number of years that have
elapsed from the date you paid the premium to the date of its withdrawal, as
follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------
Years from Date of Premium Payment to
Date of Surrender or Withdrawal Withdrawal Charge*
- ------------------------------------------------------------
<S> <C>
7 or more . . . . . . . . . . . . . 0%
- ------------------------------------------------------------
6 but less than 7 . . . . . . . . . 1%
- ------------------------------------------------------------
5 but less than 6 . . . . . . . . . 2%
- ------------------------------------------------------------
4 but less than 5 . . . . . . . . . 3%
- ------------------------------------------------------------
3 but less than 4 . . . . . . . . . 4%
- ------------------------------------------------------------
2 but less than 3 . . . . . . . . . 5%
- ------------------------------------------------------------
1 but less than 2 . . . . . . . . . 6%
- ------------------------------------------------------------
less than 1 . . . . . . . . . . . . 7%
- ------------------------------------------------------------
</TABLE>

* As a percentage of the amount of such premium that we consider to have
been withdrawn (including the withdrawal charge), as explained in the
text immediately below.

Solely for purposes of determining the amount of the withdrawal charge, we
assume that the amount of each withdrawal that exceeds the free withdrawal
amount (together with any associated withdrawal charge) is a withdrawal first
from the earliest premium payment, and then

21
<PAGE>

from the next earliest premium payment, and so forth until all payments have
been exhausted. Once a premium payment has been considered to have been
"withdrawn" under these procedures, that premium payment will not enter into any
future withdrawal charge calculations.

Here's how we deduct the withdrawal charge: We deduct the withdrawal
------------------------------------------
charge proportionally from each variable investment option and each guarantee
period being reduced by the surrender or withdrawal. For example, if 60% of the
withdrawal amount comes from a Growth option and 40% from the V.A. Money Market
option, then we will deduct 60% of the withdrawal charge from the Growth option
and 40% from the V.A. Money Market option. If any such option has insufficient
remaining value to cover the charge, we will deduct any shortfall from all of
your other investment options, pro-rata based on the value in each. If your
contract as a whole has insufficient surrender value to pay the entire charge,
we will pay you no more than the surrender value.

You will find examples of how we compute the withdrawal charge in Appendix
B to this prospectus.

When withdrawal charges don't apply: We don't assess a withdrawal charge
-----------------------------------
in the following situations:

. on amounts applied to an annuity option at the contract's date of
maturity or to pay a death benefit;

. on certain withdrawals if you have elected the rider that waives
the withdrawal charge; and

. on amounts withdrawn to satisfy the minimum distribution
requirements for tax qualified plans. (Amounts above the minimum
distribution requirements are subject to any applicable withdrawal
charge, however.)

How an MVA affects the withdrawal charge: If you make a withdrawal from a
----------------------------------------
guarantee period at a time when the related MVA results in an upward adjustment
in your remaining value, we will calculate the withdrawal charge as if you had
withdrawn that much more. Similarly, if the MVA results in a downward
adjustment, we will compute any withdrawal charge as if you had withdrawn that
much less.

Other charges

We offer, subject to state availability, four optional benefit riders. We
charge a separate monthly charge for each rider selected. At the beginning of
each month, we charge an amount equal to 1/12th of the following annual
percentages:

- --------------------------------------------------------------------------------
Waiver of withdrawal charge 0.10% of that portion of your
contract's total value attributable
to premiums that are still subject
to surrender charges
- --------------------------------------------------------------------------------

22
<PAGE>

- --------------------------------------------------------------------------------
Enhanced death benefit 0.15% of your contract's total value
- --------------------------------------------------------------------------------
Accumulated value enhancement* 0.35% of your initial premium
payment (we reserve the right to
increase this percentage on a
uniform basis for all riders issued
in the same state)
- --------------------------------------------------------------------------------
Guaranteed retirement income benefit 0.30% of your contract's total value
- --------------------------------------------------------------------------------

* If you choose the accumulated value enhancement, you must also choose
the waiver of withdrawal charge.

We deduct the charge proportionally from each of your investment options,
based on your value in each.

How can I withdraw money from my contract?

Surrenders and partial withdrawals

Prior to your contract's date of maturity, if the annuitant is living, you
may:

. surrender your contract for a cash payment of its "surrender value,"
or

. make a partial withdrawal of the surrender value.

The "surrender value" of a contract is the total value of a contract, after
any market value adjustment, MINUS the annual contract fee, any applicable
premium tax, any withdrawal charges, and any applicable rider charges. We will
determine the amount surrendered or withdrawn as of the date we receive your
request at the John Hancock Annuity Servicing Office.

Certain surrenders and withdrawals may result in taxable income to you or
other tax consequences as described under "Tax information," beginning on page
39. Among other things, if you make a full surrender or partial withdrawal from
your contract before you reach age 59 1/2, an additional federal penalty of 10%
generally applies to any taxable portion of the withdrawal.

We will deduct any partial withdrawal proportionally from each of your
investment options based on the value in each, unless you direct otherwise.

Without our prior approval, you may not make a partial withdrawal

. for an amount less than $100, or

. if the remaining total value of your contract would be less than
$1,000.

We reserve the right to terminate your contract if the value of your contract
becomes zero.

23
<PAGE>

You generally may not make any surrenders or partial withdrawals once we
begin making payments under an annuity option.

Waiver of withdrawal charge rider

If your state permits, you may purchase an optional waiver of withdrawal
charge rider at the time of application. The "covered persons" under the rider
are the owner and the owner's spouse, unless the owner is a trust. If the owner
is a trust, the "covered persons" are the annuitant and the annuitant's spouse.
Under this rider, we will waive withdrawal charge on any withdrawals, if a
"covered person" has been diagnosed with one of the critical illnesses listed in
the rider, or if all the following conditions apply:

. a covered person becomes confined to a nursing home beginning at
least 30 days after we issue your contract;

. such covered person remains in the nursing home for at least 90
consecutive days receiving nursing care; and

. the covered person's confinement is prescribed by a doctor and
medically necessary because of a covered physical or mental
impairment.

You may not purchase this rider if either of the covered persons (1) is older
than 74 years at application or (2) was confined to a nursing home within the
past two years.

There is a charge for this rider, as set forth under "Other charges" on
page 22, above. This rider (and the related charges) will terminate on the
contract's date of maturity, upon your surrendering the contract, or upon your
written request that we terminate it.

For a more complete description of the terms and conditions of this
benefit, you should refer directly to the rider. We will provide you with a copy
on request. In certain marketing materials, this rider may be referred to as
"CARESolutions."

If you purchase this rider:

. you and your immediate family will also have access to a national
program designed to help the elderly maintain their independent
living by providing advice about an array of elder care services
available to seniors, and

. you will have access to a list of long-term care providers in your
area who provide special discounts to persons who belong to the
national program.

Systematic withdrawal plan

Our optional systematic withdrawal plan enables you to preauthorize
periodic withdrawals. If you elect this plan, we will withdraw a percentage or
dollar amount from your contract on a

24
<PAGE>

monthly, quarterly, semiannual, or annual basis, based upon your instructions.
Unless otherwise directed, we will deduct the requested amount from each
applicable investment option in the ratio that the value of each bears to the
total value of your contract. Each systematic withdrawal is subject to any
withdrawal charge or market value adjustment that would apply to an otherwise
comparable non-systematic withdrawal. See "How will the value of my investment
in the contract change over time?" beginning on page 14, and "What fees and
charges will be deducted from my contract?" beginning on page 20. The same tax
consequences also generally will apply.

The following conditions apply to systematic withdrawal plans:

. You may elect the plan only if the total value of your contract
equals $25,000 or more.

. The amount of each systematic withdrawal must equal at least
$100.

. If the amount of each withdrawal drops below $100 or the total
value of your contract becomes less that $5,000, we will suspend
the plan and notify you.

. You may cancel the plan at any time.

. We reserve the right to modify the terms or conditions of the
plan at any time without prior notice.

What happens if the annuitant dies before my contract's date of maturity?

If the annuitant dies before your contract's date of maturity, we will pay
a death benefit to the contract's beneficiary. If you have named more than one
annuitant, the death benefit will be payable upon the death of the surviving
annuitant prior to the date of maturity.

If your contract has joint owners, each owner will automatically be deemed
to be the beneficiary of the other. This means that any death benefit payable
upon the death of one owner who is the annuitant will be paid to the other
owner. In that case, any other beneficiary you have named would receive the
death benefit only if neither joint owner remains alive at the time the death
benefit becomes payable. (For a description of what happens upon the death of an
owner who is not the annuitant, see "Distribution requirements following death
of owner," beginning on page 38.)

We will pay a "standard" death benefit, unless you have chosen the
"enhanced death benefit rider," as discussed below.

25
<PAGE>

Standard death benefit

The standard death benefit is the greater of:

. the total value of your contract, adjusted by any then-applicable
market value adjustment, or

. the total amount of premium payments made, minus any partial
withdrawals and related withdrawal charges.

We calculate the death benefit value as of the day we receive, in proper order
at the John Hancock Annuity Servicing Office:

. proof of the annuitant's death, and

. any required instructions as to method of settlement.

Unless you have elected an optional method of settlement, we will pay the
death benefit in a single sum to the beneficiary you chose prior to the
annuitant's death. If you have not elected an optional method of settlement,
the beneficiary may do so. However, if the death benefit is less than $5,000,
we will pay it in a lump sum, regardless of any election. You can find more
information about optional methods of settlement under "Annuity options,"
beginning on page 37.

Enhanced death benefit rider

If you are under age 80 when you apply for your contract, you may elect to
enhance the standard death benefit by purchasing an enhanced death benefit
rider. Under this rider, if the annuitant dies before the contract's date of
maturity, we will pay the beneficiary the greatest of:

. the amount of each premium you have paid, accumulated at 5%
effective annual interest (less any partial withdrawals you have
taken and not including any interest on such amounts after they
are withdrawn);

. the highest total value of your contract (adjusted by any market
value adjustment) as of any anniversary of your contract to date,
PLUS any premium payments you have made since that anniversary,
MINUS any withdrawals you have taken (and any related withdrawal
charges) since that anniversary; or

. the total value of your contract (adjusted by any market value
adjustment) as of the date we receive due proof of the
annuitant's death.

For these purposes, however, we count only those contract anniversaries that
occur (1) BEFORE we receive proof of death and (2) BEFORE the annuitant attains
age 80 1/2.

26
<PAGE>

You may elect this rider only when you apply for the contract and only if
this rider is available in your state. As long as the rider is in effect, you
will pay a monthly charge for this benefit. For a description of this charge,
refer to page 22 under "Other charges." For a more complete description of the
terms and conditions of this benefit, you should refer directly to the rider. We
will provide you with a copy on request.

This rider (and related charges) will terminate on the contract's date of
maturity, upon your surrendering the contract, or upon your written request that
we terminate it.

What other benefits can I purchase under a contract?

In addition to the enhanced death benefit and waiver of withdrawal charge
riders discussed above, we currently make available two other optional benefits
if your state permits and if you are under age 75 when you apply for a contract.
These optional benefits are provided under riders that contain many terms and
conditions not set forth below. Therefore, you should refer directly to each
rider for more complete information. We will provide you with a copy on
request.

Accumulated value enhancement. Under this rider, we will make a
-----------------------------
contribution to the total value of the contract on a monthly basis if the
covered person (who must be the annuitant):

. is unable to perform at least 2 activities of daily living without
human assistance or has a cognitive impairment, and

. is receiving certain qualified services described in the rider.

The amount of the contribution (called the "Monthly Benefit") is shown in the
specifications page of the contract. However, the rider contains an inflation
protection feature that will increase the Monthly Benefit by 5% each year after
the 7th contract year. The specifications page of the contract also contains a
limit on how much the total value of the contract can be increased by this rider
(the "benefit limit"). The rider must be in effect for 7 years before any
increase will occur.

You may elect this rider only when you apply for the contract. You cannot
elect this rider unless you have also elected the waiver of withdrawal charge
rider. There is a monthly charge for this rider. The charge is described under
"Other charges" on page 22.

The rider will terminate if the contract terminates, if the covered person
dies, if the benefit limit is reached, if the owner is the covered person and
the ownership of the contract changes, or if, before annuity payments start, the
total value of the contract falls below an amount equal to 25% of your initial
premium payment. You may cancel the rider by written notice at any time. The
rider charge will terminate when the rider terminates.

27
<PAGE>

If you choose to continue the rider after the contract's date of maturity,
charges for the rider will be deducted from annuity payments and any Monthly
Benefit for which the covered person qualifies will be added to the next annuity
payment.

In certain marketing materials, this rider may be referred to as
"CARESolutions Plus."

Guaranteed retirement income benefit. Under this rider, we will guarantee
------------------------------------
the amount of annuity payments you receive, if the following conditions are
satisfied:

. The date of maturity must be within the 30 day period following a
contract anniversary.

. If the annuitant was age 45 or older on the date of issue, the
contract must have been in effect for at least 10 contract years
on the date of maturity and the date of maturity must be on or
after the annuitant's 60th birthday and on or before the
annuitant's 90th birthday.

. If the annuitant was less than age 45 on the date of issue, the
contract must have been in effect for at least 15 contract years
on the date of maturity and the date of maturity must be on or
before the annuitant's 90th birthday.

You cannot elect this rider at any time after your contract is issued. If
you elect this rider you need not choose to receive the guaranteed income
benefit that it provides. Rather, unless and until such time as you exercise
your option to receive a guaranteed income benefit under this rider, you will
continue to have the option of exercising any other right or option that you
would have under the contract (including withdrawal and annuity payment options)
if the rider had not been added to it.

If you do decide to add this rider to your contract, and if you do
ultimately decide to take advantage of the guaranteed income it provides, we
will automatically provide that guaranteed income in the form of fixed payments
under our "Option A: life annuity with payments for guaranteed period" described
below under "Annuity options." The guaranteed period will automatically be a
number of years that the rider specifies, based on the annuitant's age at the
annuity date and whether your contract is purchased in connection with a tax-
qualified plan. (These specified periods range from 5 to 10 years.) You will
have no discretion to vary this form of payment, if you choose the guaranteed
income benefit under this rider.

If you exercise your rights under this rider, we guarantee that the amount
we apply to this annuity payment option will be the same amount as if your
premium payments had earned a return prescribed by the rider, rather than the
return they earned in the subaccounts you actually chose. Under this rider, we
would apply that guaranteed amount to the fixed annuity payment option specified
in the rider in the same manner and on the same terms as if you had, in the
absence of this rider, elected to apply total contract value in the same amount
to that same annuity payment option.

28
<PAGE>

There is a monthly charge for this rider, which is described at page 22
under "Other charges." The rider (and the related charges) automatically
terminate if your contract is surrendered or the annuitant dies. After you've
held your contract for 10 years, you can terminate the rider by written request.

Can I return my contract?

In most cases, you have the right to cancel your contract within 10 days
(or longer in some states and for contracts issued as "IRAs" ) after you receive
it. To cancel your contract, simply deliver or mail it to:

. JHVLICO at the address shown on page 2, or

. the JHVLICO representative who delivered the contract to you.

In most states, you will receive a refund equal to the total value of your
contract on the date of cancellation, adjusted by any then-applicable market
value adjustments and increased by any charges for premium taxes deducted by us
to that date. In some states, or if your contract was issued as an "IRA", you
will receive a refund of any premiums you've paid. The date of cancellation
will be the date we receive the contract.

29
<PAGE>

ADDITIONAL INFORMATION

This section of the prospectus provides additional information that is not
contained in the Basic Information section on pages 10 through 29.

<TABLE>
<CAPTION>
Contents of this section Pages to see
<S> <C>
Description of JHVLICO...................................... 31

Who should purchase a contract?............................. 31

How we support the variable investment options.............. 32

How we support the guarantee periods........................ 32

How the guarantee periods work.............................. 32

The accumulation period..................................... 34

The annuity period.......................................... 35

Variable investment option valuation procedures............. 38

Distribution requirements following death of owner.......... 38

Miscellaneous provisions.................................... 39

Tax information............................................. 39

Further information about JHVLICO........................... 45

Management's discussion and analysis........................ 46

Performance information..................................... 53

Reports..................................................... 54

Voting privileges........................................... 54

Certain changes............................................. 54

Distribution of contracts................................... 55

Experts..................................................... 55

Registration statement...................................... 55

JHVLICO financial statements................................ 56

Appendix A - Details About Our Guarantee Periods............ 77

Appendix B - Example of Withdrawal Charge Calculation....... 81
</TABLE>

30
<PAGE>

Description of JHVLICO

We are JHVLICO, a stock life insurance company organized, in 1979, under
the laws of the Commonwealth of Massachusetts. We have authority to transact
business in all states, except New York. We are a wholly-owned subsidiary of
John Hancock Life Insurance Company ("John Hancock"), a Massachusetts stock life
insurance company. On February 1, 2000, John Hancock Mutual Life Insurance
Company (which was chartered in Massachusetts in 1862) converted to a stock
company by "demutualizing" and changed its name to John Hancock Life Insurance
Company. As part of the demutualization process, John Hancock became a
subsidiary of John Hancock Financial Services, Inc., a newly formed publicly-
traded corporation. John Hancock's home office is at John Hancock Place, Boston,
Massachusetts 02117. At year end 1999, John Hancock's assets were approximately
$71 billion and it had invested approximately $575 million in JHVLICO in
connection with JHVLICO's organization and operation.

It is anticipated that John Hancock will from time to time make additional
capital contributions to JHVLICO to enable us to meet our reserve requirements
and expenses in connection with our business. John Hancock is committed to make
additional capital contributions if necessary to ensure that we maintain a
positive net worth.

Who should purchase a contract?

We designed these contracts for individuals doing their own retirement
planning, including purchases under plans and trusts that do not qualify for
special tax treatment under the Internal Revenue Code of 1986 (the "Code"). We
provide general federal income tax information for contracts not purchased in
connection with a tax qualified retirement plan beginning on page 39. We also
designed the contracts for purchase under:

. traditional individual retirement annuity ("IRA") plans
satisfying the requirements of Section 408 of the Code;

. non-deductible IRA plans ("Roth IRAs") satisfying the
requirements of Section 408A of the Code;

. SIMPLE IRA plans adopted under Section 408(p) of the Code;

. Simplified Employee Pension plans ("SEPs") adopted under Section
408(k) of the Code;

. annuity purchase plans adopted under Section 403(b) of the Code
by public school systems and certain other tax-exempt
organizations; and

. pension or profit-sharing plans qualified under section 401(a) of
the Code.

When a contract forms part of a tax-qualified plan it becomes subject to
special tax law requirements, as well as the terms of the plan documents
themselves, if any. Additional requirements may apply to plans that cover a
"self-employed individual" or an "owner-employee". Also, in some cases, certain
requirements under "ERISA" (the Employee Retirement Income Security Act of 1974)
may apply. Requirements from any of these sources may, in effect, take
precedence over (and in that sense modify) the rights and privileges that an
owner otherwise would have under a contract. Some such requirements may also
apply to certain retirement plans that are not tax-qualified.

We may include certain requirements from the above sources in endorsements
or riders to the affected contracts. In other cases, we do not. In no event,
however, do we undertake to assure a contract's compliance with all plan, tax
law, and ERISA requirements applicable to a tax-qualified or non tax-qualified
retirement plan. Therefore, if you

31
<PAGE>

use or plan to use a contract in connection with such a plan, you must consult
with competent legal and tax advisers to ensure that you know of (and comply
with) all such requirements that apply in your circumstances.

To accommodate "employer-related" pension and profit-sharing plans, we provide
"unisex" purchase rates. That means the annuity purchase rates are the same for
males and females. Any questions you have as to whether you are participating
in an "employer-related" pension or profit-sharing plan should be directed to
your employer. Any question you or your employer have about unisex rates may be
directed to the John Hancock Annuity Servicing Office.

How we support the variable investment options

We hold the Fund shares that support our variable investment options in
John Hancock Variable Annuity Account JF (the "Account"), a separate account
established by JHVLICO under Massachusetts law. The Account is registered as a
unit investment trust under the Investment Company Act of 1940 ("1940 Act").

The Account's assets, including the Trusts' shares, belong to JHVLICO. Each
contract provides that amounts we hold in the Account pursuant to the contracts
cannot be reached by any other persons who may have claims against us.

All of JHVLICO's general assets also support JHVLICO's obligations under
the contracts, as well as all of its other obligations and liabilities. These
general assets consist of all JHVLICO's assets that are not held in the Account
(or in another separate account) under variable annuity or variable life
insurance contracts that give their owners a preferred claim on those assets.

How we support the guarantee periods

All of JHVLICO's general assets (discussed above) support its obligations
under the guarantee periods (as well as all of its other obligations and
liabilities). To hold the assets that support primarily the guarantee periods,
we have established a "non-unitized" separate account. With a non-unitized
separate account, you have no interest in or preferential claim on any of the
assets held in the account. The investments we purchase with amounts you
allocated to the guarantee periods belong to us; any favorable investment
performance on the assets allocated to the guarantee periods belongs to us.
Instead, you earn interest at the guaranteed interest rate you selected,
provided that you don't surrender, transfer, or withdraw your assets prior to
the end of your selected guarantee period.

How the guarantee periods work

Amounts you allocate to the guarantee periods earn interest at a guaranteed
rate commencing with the date of allocation. At the expiration of the guarantee
period, we will automatically transfer its total value to the Money Market
option under your contract, unless you elect to:

. withdraw all or a portion of any such amount from the contract,

. allocate all or a portion of such amount to a new guarantee
period or periods of the same or different duration as the
expiring guarantee period, or

. allocate all or a portion of such amount to one or more of the
variable investment options.

You must notify us of any such election, by mailing a request to us at the
John Hancock Annuity Servicing Office at least 30 days prior to the end of the
expiring guarantee period. We will notify you of the end of the guarantee
period at least 30 days prior to its expiration. The first day of the new
guarantee period or other reallocation will begin the day after the end of the
expiring guarantee period.

We currently make available guarantee periods with durations up to ten
years. If you select a guarantee period that extends beyond your contract's

32
<PAGE>

date of maturity, your maturity date will automatically be changed to the
annuitant's 95th birthday (or a later date, if we approve). We reserve the right
to add or delete guarantee periods for new allocations to or from those that are
available at any time.

Guaranteed interest rates

Each guarantee period has its own guaranteed rate. We may, at our
discretion, change the guaranteed rate for future guarantee periods. These
changes will not affect the guaranteed rates being paid on guarantee periods
that have already commenced. Each time you allocate or transfer money to a
guarantee period, a new guarantee period, with a new interest rate, begins to
run with respect to that amount. The amount allocated or transferred earns a
guaranteed rate that will continue unchanged until the end of that period. We
will not make available any guarantee period offering a guaranteed rate below
3%.

- --------------------------------------------------------------------------------
We make the final determination of guaranteed rates to be declared. We cannot
predict or assure the level of any future guaranteed rates.
- --------------------------------------------------------------------------------

You may obtain information concerning the guaranteed rates applicable to
the various guarantee periods, and the durations of the guarantee periods
offered at any time, by calling the John Hancock Annuity Servicing Office at the
telephone number shown on page 2.

Calculation of market value adjustment ("MVA")

If you withdraw, surrender, transfer, or otherwise remove money from a
guarantee period prior to its expiration date, we will apply a market value
adjustment. A market value adjustment also generally applies to:

. death benefits pursuant to your contract,

. amounts you apply to an annuity option, and

. amounts paid in a single sum in lieu of an annuity.

The market value adjustment increases or decreases your remaining value in
the guarantee period. If the value in that guarantee period is insufficient to
pay any negative MVA, we will deduct any excess from the value in your other
investment options pro-rata based on the value in each. If there is
insufficient value in your other investment options, we will in no event pay out
more than the surrender value of the contract. Here is how the MVA works:

- --------------------------------------------------------------------------------
We compare

. the guaranteed rate of the guarantee period from which the assets are
being taken with

. the guaranteed rate we are currently offering for guarantee periods of
the same duration as remains on the guarantee period from which the
assets are being taken.

If the first rate exceeds the second by more than 1/2 %, the market value
adjustment produces an increase in your contract's value.

If the first rate does not exceed the second by at least 1/2 %, the market value
adjustment produces a decrease in your contract's value.
- --------------------------------------------------------------------------------

For this purpose, we consider that the amount withdrawn from the guarantee
period includes the amount of any negative MVA and is reduced by the amount of
any positive MVA.

The mathematical formula and sample calculations for the market value
adjustment appear in Appendix A.

33
<PAGE>

The accumulation period

Your value in our variable investment options

Each premium payment or transfer that you allocate to a variable investment
option purchases "accumulation units" of that variable investment option.
Similarly, each withdrawal or transfer that you take from a variable investment
option (as well as certain charges that may be allocated to that option) result
in a cancellation of such accumulation units.

Valuation of accumulation units

To determine the number of accumulation units that a specific transaction
will purchase or cancel, we use the following formula:

- --------------------------------------------------------------------------------
dollar amount of transaction
divided by
value of one accumulation unit for the applicable variable investment option at
the time of such transaction
- --------------------------------------------------------------------------------

The value of each accumulation unit will change daily depending upon the
investment performance of the Fund that corresponds to that variable investment
option and certain charges we deduct from such investment option. (See below
under "Variable investment option valuation procedures.")

Therefore, at any time prior to the date of maturity, the total value of
your contract in a variable investment option can be computed according to the
following formula:

- --------------------------------------------------------------------------------
number of accumulation units in the variable investment options
times
value of one accumulation unit for the applicable variable investment option at
that time
- --------------------------------------------------------------------------------

Your value in the guarantee periods

On any date, the total value of your contract in a guarantee period equals:

. the amount of premium payments or transferred amounts allocated to
the guarantee period, minus

. the amount of any withdrawals or transfers paid out of the
guarantee period, minus

. the amount of any negative market value adjustments resulting from
such withdrawals or transfers, plus

. the amount of any positive market value adjustments resulting from
such withdrawals and transfers, minus

. the amount of any charges and fees deducted from that guarantee
period, plus

. interest compounded daily on any amounts in the guarantee period
from time to time at the effective annual rate of interest we have
declared for that guarantee period.

34
<PAGE>

The annuity period

Annuity payments are made to the annuitant, if still living. If more than
one annuitant is living at the date of maturity, the payments are made to the
younger of them.

Date of maturity

Your contract specifies the date of maturity, when payments from one of our
annuity options are scheduled to begin. You initially choose a date of maturity
when you complete your application for a contract. Unless we otherwise permit,
the date of maturity must be

. at least 6 months after the date the first premium payment is
applied to your contract, and

. no later than the maximum age specified in your contract (normally
age 95).

Subject always to these requirements, you may subsequently change the date
of maturity. The John Hancock Annuity Servicing Office must receive your new
selection at least 31 days prior to the new date of maturity, however. Also, if
you are selecting or changing your date of maturity for a contract issued under
a tax qualified plan, special limits apply. (See "Contracts purchased for a tax
qualified plan," beginning on page 41.)

Choosing fixed or variable annuity payments

During the annuity period, the total value of your contract must be
allocated to no more than four investment options. During the annuity period, we
do not offer the guarantee periods. Instead, we offer annuity payments on a
fixed basis as one investment option, and annuity payments on a variable basis
for EACH variable investment option.

We will generally apply (1) amounts allocated to the guarantee periods as
of the date of maturity to provide annuity payments on a fixed basis and (2)
amounts allocated to variable investment options to provide annuity payments
on a variable basis. If you are using more than four investment options on the
date of maturity, we will divide your contract's value among the four investment
options with the largest values (considering all guarantee periods as a single
option), pro-rata based on the amount of the total value of your contract that
you have in each.

We will make a market value adjustment to any remaining guarantee period
amounts on the date of maturity, before we apply such amounts to an annuity
payment option. We will also deduct any premium tax charge.

Once annuity payments commence, you may not make transfers from fixed to
variable or from variable to fixed.

Selecting an annuity option

Each contract provides, at the time of its issuance, for annuity payments
to commence on the date of maturity pursuant to Option A: "life annuity with 10
years guaranteed" (discussed under "Annuity options" on page 37).

Prior to the date of maturity, you may select a different annuity option.
However, if the total value of your contract on the date of maturity is not at
least $5,000, Option A: "life annuity with 10 years guaranteed" will apply,
regardless of any other election that you have made. You may not change the
form of annuity option once payments commence.

If the initial monthly payment under an annuity option would be less than
$50, we may make a single sum payment equal to the total surrender value of your
contract on the date the initial payment would be payable. Such single payment
would replace all other benefits.

35
<PAGE>

Subject to that $50 minimum limitation, your beneficiary may elect an
annuity option if:

. you have not made an election prior to the annuitant's death;

. the beneficiary is entitled to payment of a death benefit of at
least $5,000 in a single sum; and

. the beneficiary notifies us of the election prior to the date the
proceeds become payable.

Variable monthly annuity payments

We determine the amount of the first variable monthly payment under any
variable investment option by using the applicable annuity purchase rate for the
annuity option under which the payment will be made. The contract sets forth
these annuity purchase rates. In most cases they vary by the age and gender of
the annuitant or other payee.

The amount of each subsequent variable annuity payment under that variable
investment option depends upon the investment performance of that variable
investment option. Here's how it works:

. we calculate the actual net investment return of the variable
investment option (after deducting all charges) during the period
between the dates for determining the current and immediately
previous monthly payments.

. if that actual net investment return exceeds the "assumed
investment rate" (explained below), the current monthly payment
will be larger than the previous one.

. if the actual net investment return is less than the assumed
investment rate, the current monthly payment will be smaller than
the previous one.

Assumed investment rate

The assumed investment rate for any variable portion of your annuity
payments will be 3 1/2 % per year, except as follows.

You may elect an assumed investment rate of 5% or 6%, provided such a rate
is available in your state. If you elect a higher assumed investment rate, your
initial variable annuity payment will also be higher. Eventually, however, the
monthly variable annuity payments may be smaller than if you had elected a lower
assumed investment rate.

Fixed monthly annuity payments

The dollar amount of each fixed monthly annuity payment is specified during
the entire period of annuity payments, according to the provisions of the
annuity option selected. To determine such dollar amount we first, in
accordance with the procedures described above, calculate the amount to be
applied to the fixed annuity option as of the date of maturity. We then divide
the difference by $1,000 and multiply the result by the greater of

. the applicable fixed annuity purchase rate shown in the
appropriate table in the contract; or

. the rate we currently offer at the time of annuitization. (This
current rate may be based on the sex of the annuitant, unless
prohibited by law.)

36
<PAGE>

Annuity options

Here are some of the annuity options that are available, subject to the
terms and conditions described above. We reserve the right to make available
optional methods of payment in addition to those annuity options listed here and
in your contract.

Option A: Life annuity with payments for a guaranteed period - We will
make monthly payments for a guaranteed period of 5, 10, or 20 years, as selected
by you or your beneficiary, and after such period for as long as the payee
lives. If the payee dies prior to the end of such guaranteed period, we will
continue payments for the remainder of the guarantee period to a contingent
payee, subject to the terms of any supplemental agreement issued.

Federal income tax requirements currently applicable to contracts used with
H.R. 10 plans and individual retirement annuities provide that the period of
years guaranteed under Option A cannot be any greater than the joint life
expectancies of the payee and his or her designated beneficiary.

Option B: Life annuity without further payment on death of payee - We will
make monthly payments to the payee as long as he or she lives. We guarantee no
minimum number of payments.

Option C: Joint and last survivor - We will provide payments monthly,
quarterly, semiannually, or annually, for the payee's life and the life of the
payee's spouse/joint payee. Upon the death of one payee, we will continue
payments to the surviving payee. All payments stop at the death of the
surviving payee.

Option D: Joint and 1/2 survivor; or joint and 2/3 survivor - We will
provide payments monthly, quarterly, semiannually, and annually for the payee's
life and the life of the payee's spouse/joint payee. Upon the death of one
payee, we will continue payments (reduced to 1/2 or 2/3 the full payment amount)
to the surviving payee. All payments stop at the death of the surviving payee.

Option E: Life income with cash refund - We will provide payments monthly,
quarterly, semiannually, or annually for the payee's life. Upon the payee's
death, we will provide a contingent payee with a lump-sum payment, if the total
payments to the payee were less than the accumulated value at the time of
annuitization. The lump-sum payment, if any, will be for the balance.

Option F: Income for a fixed period - We will provide payments monthly,
quarterly, semiannually, or annually for a pre-determined period of time to a
maximum of 30 years. If the payee dies before the end of the fixed period,
payments will continue to a contingent payee until the end of the period.

Option G: Income of a specific amount - We will provide payments for a
specific amount. Payments will stop only when the amount applied and earnings
have been completely paid out. If the payee dies before receiving all the
payments, we will continue payments to a contingent payee until the end of the
contract.

With Options A, B, C, and D, we offer both fixed and/or variable annuity
payments. With Options E, F, and G, we offer only fixed annuity payments.
Payments under Options F and G must continue for 10 years, unless your contract
has been in force for 5 years or more.

If the payee is more than 85 years old on the date of maturity, the
following two options are not available without our consent:

. Option A: "life annuity with 5 years guaranteed" and

. Option B: "life annuity without further payment on the death of
payee."

Variable investment option valuation procedures

37
<PAGE>

We compute the net investment return and accumulation unit values for each
variable investment option as of the end of each business day. A business day
is any date on which the New York Stock Exchange is open for regular trading.
Each business day ends at the close of regular trading for the day on that
exchange. Usually this is 4:00 p.m., Eastern time. On any date other than a
business day, the accumulation unit value or annuity unit value will be the same
as the value at the close of the next following business day.

Distribution requirements following death of owner

If you did not purchase your contract under a tax qualified plan (as that
term is used below), the Code requires that the following distribution
provisions apply if you die. We summarize these provisions in the adjacent box.
(If your contract has joint owners, these provisions apply upon the death of the
first to die.)

In most cases, these provisions do not cause a problem if you are also the
annuitant under your policy. If you have designated someone other than yourself
as the annuitant, however, your heirs will have less discretion than you would
have had in determining when and how the contract's value would be paid out.

The Code imposes very similar distribution requirements on contracts used
to fund tax qualified plans. We provide the required provisions for tax
qualified plans in separate disclosures and endorsements.

Notice of the death of an owner or annuitant should be furnished promptly
to the John Hancock Annuity Servicing Office.

- --------------------------------------------------------------------------------
If you die before annuity payments have begun:

. if the contract's designated beneficiary is your surviving spouse,
your spouse may continue the contract in force as the owner.

. if the beneficiary is not your surviving spouse OR if the beneficiary
is your surviving spouse but chooses not to continue the contract, the
entire interest (as discussed below) in the contract on the date of
your death must be:

(1) paid out in full within five years of your death or

(2) applied in full towards the purchase of a life annuity on the
beneficiary with payments commencing within one year of your death

If you are the annuitant, as well as the owner, the entire interest in the
contract on the date of your death equals the death benefit that then becomes
payable. If you are the owner but not the annuitant, the entire interest equals

. the surrender value if paid out in full within five years of your
death, or

. the total value of your contract applied in full towards the purchase
of a life annuity on the beneficiary with payments commencing within
one year of your death.

If you die on or after annuity payments have begun

. any remaining amount that we owe must be paid out at least as rapidly
as under the method of making annuity payments that is then in use.
- --------------------------------------------------------------------------------

38
<PAGE>

Miscellaneous provisions

Assignment; change of owner or beneficiary

To qualify for favorable tax treatment, certain contracts can't be sold;
assigned; discounted; or pledged as collateral for a loan, as security for
the performance of an obligation, or for any other purpose, unless the owner is
a trustee under section 401(a) of the Internal Revenue Code.

Subject to these limits, while the annuitant is alive, you may designate
someone else as the owner by written notice to the John Hancock Annuity
Servicing Office. You choose the beneficiary in the application for the
contract. You may change the beneficiary by written notice no later than
receipt of due proof of the death of the annuitant. Changes of owner or
beneficiary will take effect when we receive them, whether or not you or the
annuitant is then alive. However, these changes are subject to:

. the rights of any assignees of record and

. certain other conditions referenced in the contract.

An assignment, pledge, or other transfer may be a taxable event. See "Tax
information" below. Therefore, you should consult a competent tax adviser
before taking any such action.

Tax information

Our income taxes

We are taxed as a life insurance company under the Internal Revenue Code
(the "Code"). The Account is taxed as part of our operations and is not taxed
separately.

The contracts permit us to deduct a charge for any taxes we incur that are
attributable to the operation or existence of the contracts or the Account.
Currently, we do not anticipate making a charge for such taxes. If the level of
the current taxes increases, however, or is expected to increase in the future,
we reserve the right to make a charge in the future.

Contracts not purchased to fund a tax qualified plan

Undistributed gains

We believe the contracts will be considered annuity contracts under Section
72 of the Code. This means that, ordinarily, you pay no federal income tax on
any gains in your contract until we actually distribute assets to you.

However, a contract owned other than by a natural person does not generally
qualify as an annuity for tax purposes. Any increase in value therefore would
constitute ordinary taxable income to such an owner in the year earned.

Annuity payments

When we make payments under a contract in the form of an annuity, each
payment will result in taxable ordinary income to the payee, to the extent that
each such payment exceeds an allocable portion of your "investment in the
contract" (as defined in the Code). In general, your "investment in the
contract" equals the aggregate amount of premium payments you have made over the
life of the contract, reduced by any amounts previously distributed from the
contract that were not subject to tax.

39
<PAGE>

The Code prescribes the allocable portion of each such annuity payment to
be excluded from income according to one formula if the payments are variable
and a somewhat different formula if the payments are fixed. In each case,
speaking generally, the formula seeks to allocate an appropriate amount of the
investment in the contract to each payment. After the entire "investment in the
contract" has been distributed, any remaining payment is fully taxable.

Surrenders and withdrawals before date of maturity

When we make a single sum payment from a contract, you have ordinary
taxable income, to the extent the payment exceeds your "investment in the
contract" (discussed above). Such a single sum payment can occur, for example,
if you surrender your contract or if no annuity payment option is selected for a
death benefit payment.

When you take a partial withdrawal from a contract, including a payment
under a systematic withdrawal plan, all or part of the payment may constitute
taxable ordinary income to you. If, on the date of withdrawal, the total value
of your contract exceeds the investment in the contract, the excess will be
considered "gain" and the withdrawal will be taxable as ordinary income up to
the amount of such "gain". Taxable withdrawals may also be subject to the
special penalty tax for premature withdrawals as explained below. When only the
investment in the contract remains, any subsequent withdrawal made before the
date of maturity will be a tax-free return of investment. If you assign or
pledge any part of your contract's value, the value so pledged or assigned is
taxed the same way as if it were a partial withdrawal.

For purposes of determining the amount of taxable income resulting from a
single sum payment or a partial withdrawal, all annuity contracts issued by
JHVLICO or its affiliates to the owner within the same calendar year will be
treated as if they were a single contract.

Penalty for premature withdrawals

The taxable portion of any withdrawal or single sum payment may also
trigger an additional 10% penalty tax. The penalty tax does not apply to
payments made to you after age 59 1/2, or on account of your death or
disability. Nor will it apply to withdrawals in substantially equal periodic
payments over the life of the payee (or over the joint lives of the payee and
the payee's beneficiary).

Accumulated value enhancement rider

If you have elected the accumulated value enhancement rider, the Internal
Revenue Service might take the position that each charge associated with this
rider is deemed a withdrawal from the contract which would be subject to income
tax and, if you have not yet attained age 59 1/2, the special 10% penalty tax
for withdrawals from contracts before the age of 59 1/2. You should consult a
competent tax adviser before electing this rider.

Diversification requirements

Each of the Funds of the Trusts intends to qualify as a regulated
investment company under Subchapter M of the Code and meet the investment
diversification tests of Section 817(h) of the Code and the underlying
regulations. Failure to do so could result in current taxation to you on gains
in your contract for the year in which such failure occurred and thereafter.

The Treasury Department or the Internal Revenue Service may, at some future
time, issue a ruling or regulation presenting situations in which it will deem
contract owners to exercise "investor control" over the Fund shares that are
attributable to their contracts. The Treasury Department has said informally
that this could limit the number or frequency of transfers among variable
investment options. This could cause you to be taxed as if you were the direct
owner of your allocable portion of Fund shares. We reserve the right to amend
the contracts or the choice of investment options to avoid, if possible, current
taxation to the owners.

40
<PAGE>

Contracts purchased for a tax qualified plan

We have no responsibility for determining whether a particular retirement
plan satisfies the applicable requirements of the Code or whether a particular
employee is eligible for inclusion under a plan.

Withholding on rollover distributions

The tax law requires us to withhold 20% from certain distributions from tax
qualified plans. We do not have to make the withholding, however, if you
rollover your entire distribution to another plan and you request us to pay it
directly to the successor plan. Otherwise, the 20% mandatory withholding will
reduce the amount you can rollover to the new plan, unless you add funds to the
rollover from other sources. Consult a qualified tax adviser before making such
a distribution.

Contracts purchased as traditional IRAs

A traditional individual retirement annuity (as defined in Section 408 of
the Code) generally permits an eligible purchaser to make annual contributions
which cannot exceed the lesser of (a) 100% of compensation includable in your
gross income, or (b) $2,000 per year. You may also purchase an IRA contract for
the benefit of your spouse (regardless of whether your spouse has a paying job).
You can generally contribute up to $2,000 for each of you and your spouse (or,
if less, your combined compensation).

You may be entitled to a full deduction, a partial deduction or no
deduction for your traditional IRA contribution on your federal income tax
return. The amount of your deduction is based on the following factors:

. whether you or your spouse is an active participant in an employer
sponsored retirement plan,

. your federal income tax filing status, and

. your "Modified Adjusted Gross Income".

Your traditional IRA deduction is subject to phase out limits, based on
your Modified Adjusted Gross Income, which are applicable according to your
filing status and whether you or your spouse are active participants in an
employer sponsored retirement plan. You can still contribute to a traditional
IRA even if your contributions are not deductible.

If you have made any non-deductible contributions to an IRA contract, all
or part of any withdrawal or surrender proceeds, single sum death benefit or any
annuity payment, may be excluded from your taxable income when you receive the
proceeds. In general, all other amounts paid out from a traditional IRA contract
(in the form of an annuity, a single sum, or partial withdrawal), are taxable to
the payee as ordinary income. As in the case of a contract not purchased under a
tax-qualified plan, you may incur additional adverse tax consequences if you
make a surrender or withdrawal before you reach age 59 1/2 (unless certain
exceptions apply similar to those described above for such non-qualified
contracts).

The tax law requires that annuity payments under a traditional IRA contract
begin no later than April 1 of the year following the year in which the owner
attains age 70 1/2.

Contracts purchased as Roth IRAs

In general, you may make purchase payments of up to $2,000 each year for a
type of non-deductible IRA contract, known as a Roth IRA. Any contributions made
during the year for any other IRA you have will reduce the amount you otherwise
could contribute to a Roth IRA. Also, the $2000 maximum for a Roth IRA phases
out for single taxpayers with adjusted gross incomes between $95,000 and
$110,000, for married taxpayers filing jointly with adjusted gross incomes
between $150,000 and $160,000, and for a married taxpayer filing

41
<PAGE>

separately with adjusted gross income between $0 and $10,000.

If you hold your Roth IRA for at least five years the payee will not owe
any federal income taxes or early withdrawal penalties on amounts paid out from
the contract:

. after you reach age 59 1/2,

. on your death or disability, or

. to qualified first-time homebuyers (not to exceed a lifetime
limitation of $10,000) as specified in the Code.

The Code treats payments you receive from Roth IRAs that do not qualify for
the above tax free treatment first as a tax-free return of the contributions you
made. However, any amount of such non-qualifying payments or distributions that
exceed the amount of your contributions is taxable to you as ordinary income and
possibly subject to the 10% penalty tax.

You can convert a traditional IRA to a Roth IRA, unless:

. you have adjusted gross income over $100,000, or

. you are a married taxpayer filing a separate return.

The $2,000 Roth IRA contribution limit does not apply to converted amounts.

You must, however, pay tax on any portion of the converted amount that
would have been taxed if you had not converted to a Roth IRA. No similar
limitations apply to rollovers from one Roth IRA to another Roth IRA.

Contracts purchased under SIMPLE IRA plans

In general, a small business employer may establish a SIMPLE IRA retirement
plan if the employer employed 100 or fewer employees earning at least $5,000
during the preceding year. As an eligible employee of the business, you may
make pre-tax contibutions to the SIMPLE IRA plan. You may specify the
percentage of compensation that you want to contribute under a qualified salary
reduction arrangement, provided the amount does not exceed certain contribution
limits (currently $6,000 a year). Your employer must elect to make a matching
contribution of up to 3% of your compensation or a non-elective contribution
equal to 2% of your compensation.

Contracts purchased under Simplified Employee Pension plans (SEPs)

SEPs are employer sponsored plans that may accept an expanded rate of
contributions from one or more employers. Employer contributions are flexible,
subject to certain limits under the Code, and are made entirely by the business
owner directly to a SEP-IRA owned by the employee. Contributions are
tax-deductible by the business owner and are not includable in income by
employees until withdrawn. The maximum amount that may be contributed to an SEP
is the lesser of 15% of compensation or the IRS compensation limit for the year
($170,000 for the year 2000).

42
<PAGE>

Contracts purchased under Section 403(b) plans

Under these tax-sheltered annuity arrangements, public school systems and
certain tax-exempt organizations can make premium payments into contracts owned
by their employees that are not taxable currently to the employee.

The amount of such non-taxable contributions each year:

. is limited by a maximum (called the "exclusion allowance") that is
computed in accordance with a formula prescribed under the Code;

. may not, together with all other deferrals the employee elects
under other tax-qualified plans, exceed $10,500 (subject to cost
of living increases); and

. is subject to certain other limits (described in Section 415 of
the Code).

When we make payments from a 403(b) contract on surrender of the contract,
partial withdrawal, death of the annuitant, or commencement of an annuity
option, the payee ordinarily must treat the entire payment as ordinary taxable
income.

Moreover, the Code prohibits distributions from a 403(b) contract before
the employee reaches age 59 1/2, except:

. on the employee's separation from service, death, or disability,

. with respect to distributions of assets held under a 403(b)
contract as of December 31, 1988, and

. transfers and exchanges to other products that qualify under
Section 403(b).

Contracts purchased for pension and profit sharing plans qualified under
Section 401(a)

In general, an employer may deduct from its taxable income premium payments
it makes under a qualified pension or profit-sharing plan described in Section
401(a) of the Code. Employees participating in the plan generally do not have to
pay tax on such contributions when made. Special requirements apply if a 401(a)
plan covers an employee classified under the Code as a "self-employed
individual" or as an "owner-employee."

Annuity payments (or other payments, such as upon withdrawal, death or
surrender) generally constitute taxable income to the payee; and the payee must
pay income tax on the amount by which a payment exceeds its allocable share of
the employee's "investment in the contract" (as defined in the Code), if any.
In general, an employee's "investment in the contract" equals the aggregate
amount of premium payments made by the employee.

The non-taxable portion of each annuity payment is determined, under the
Code, according to one formula if the payments are variable and a somewhat
different formula if the payments are fixed. In each case, speaking generally,
the formula seeks to allocate an appropriate amount of the investment in the
contract to each payment. Favorable procedures may also be available to
taxpayers who had attained age 50 prior to January 1, 1986.

IRS required minimum distributions to the employee must begin no later than
April 1 of the year following the year in which the employee reaches age 70 1/2
or, if later, retires.

43
<PAGE>

Contracts purchased for "top-heavy" plans

Certain plans may fall within the definition of "top-heavy plans" under
Section 416 of the Code. This can happen if the plan holds a significant amount
of its assets for the benefit of "key employees" (as defined in the Code). You
should consider whether your plan meets the definition. If so, you should take
care to consider the special limitations applicable to top-heavy plans and the
potentially adverse tax consequences to key employees.

Tax-free rollovers

The discussion above covers certain fully or partially tax-free "rollovers"
from a regular IRA to a Roth IRA. You may also make a tax-free rollover from:

. a traditional IRA to another traditional IRA,

. any tax-qualified plan to a traditional IRA, and

. any tax-qualified plan to another tax-qualified plan of the same
type (i.e. 403(b) to 403(b), corporate plan to corporate plan,
etc.)

We do not have to withhold tax if you roll over your entire distribution
and you request us to pay it directly to the successor plan. Otherwise, 20%
mandatory withholding will apply and reduce the amount you can roll over to the
new plan, unless you add funds to the rollover from other sources. Consult a
qualified tax adviser before taking such a distribution.

See your own tax adviser

The above description of Federal income tax consequences to owners of and
payees under contracts, and of the different kinds of tax qualified plans which
may be funded by the contracts, is only a brief summary and is not intended as
tax advice. The rules under the Code governing tax qualified plans are
extremely complex and often difficult to understand. Changes to the tax laws
may be enforced retroactively. Anything less than full compliance with the
applicable rules, all of which are subject to change from time to time, can have
adverse tax consequences. The taxation of an annuitant or other payee has
become so complex and confusing that great care must be taken to avoid pitfalls.
For further information you should consult a qualified tax adviser.

44
<PAGE>

Further information about JHVLICO

Description of JHVLICO

We are JHVLICO, a stock life insurance company, organized in 1979 under the
laws of the Commonwealth of Massachusetts. JHVLICO commenced operations in
1980. Currently, JHVLICO writes variable and universal life insurance policies
and variable annuity contracts in all states except New York. JHVLICO is
wholly-owned by John Hancock Life Insurance Company (formerly known as John
Hancock Mutual Life Insurance Company, hereinafter referred to as "JHLICO" or
"John Hancock"), a life insurance company organized under the laws of
Massachusetts in 1862. Pursuant to a Plan of Reorganization approved by the
policyholders of John Hancock and the Commonwealth of Massachusetts Division of
Insurance, effective February 1, 2000, John Hancock converted from a mutual life
insurance company to a stock life insurance company (i.e. demutualized) and
became a wholly owned subsidiary of John Hancock Financial Services, Inc. which
is a holding company. In connection with the reorganization, John Hancock
changed its name to John Hancock Life Insurance Company. In addition, on
February 1, 2000, John Hancock Financial Services, Inc. completed its initial
public offering price of $17 per share. At December 31, 1999, JHVLICO had $74.8
billion of life insurance in force.

JHVLICO markets its policies through

. John Hancock's sales organization, which includes a career agency
system composed of company-supported independent general agencies
and,

. various unaffiliated broker-dealers and certain financial
institutions with which John Hancock and JHVLICO have sales
agreements.

In 1993, JHVLICO acquired Colonial Penn Annuity and Life Insurance Company
and renamed it John Hancock Life Insurance Company of America. On March 5, 1998,
the name of the company was changed from John Hancock Life Insurance Company of
America to Investors Partner Life Insurance Company ("IPL"). At December 31,
1998, IPL's principal business consisted of a run-off of a block of single
premium whole life insurance. More information about IPL is contained in Note 2
to JHVLICO's Financial Statements, beginning on page 67.

Selected financial data

You should read the following financial data for JHVLICO along with

. "Management's Discussion and Analysis of Financial Condition and
Results of Operations", immediately following this section, and

. JHVLICO's financial statements and the notes to the financial
statements, beginning on page 60.

Past results do not necessarily indicate future results. The selected
financial data and financial statements have been prepared on the basis of
accounting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance and in conformity with the practices of the
National Association of Insurance Commissioners ("NAIC") ("statutory accounting
practices."). See Note 1 to JHVLICO's financial statements, beginning on page
63, for additional information about the accounting practices.

45
<PAGE>

SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year ended Year ended Year ended Year ended Year ended
---------- ---------- ---------- ---------- ----------
December 31, December 31, December 31, December 31, December 31,
------------ ------------ ------------ ------------ ------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(in millions) (in millions) (in millions) (in millions) (in millions)
------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Premiums $ 950.8 $ 1,272.3 $ 872.7 $ 820.6 $ 570.9
Net investment income 136.0 122.8 89.7 76.1 62.1
Other income, net 605.4 618.1 449.1 427.7 98.7
--------- --------- --------- -------- ---------
TOTAL REVENUES $ 1,692.2 2,013.2 1,411.5 1,324.4 731.7
Total benefits and expenses $ 1,573.6 1,963.9 1,342.5 1,249.0 672.2
Income tax expense 42.9 33.1 38.5 38.6 28.4
Net realized capital gains (losses) (1.7) (0.6) (3.0) (1.5) 0.5
--------- --------- --------- -------- ---------
Net gain 74.0 $ 15.6 $ 27.5 $ 35.3 $ 31.6
BALANCE SHEET DATA
Total assets $10,613.0 $ 8,599.0 $6,521.5 $4,567.8 $3,446.3
Total obligations 10,216.0 8,268.2 6,199.8 4,284.7 3,197.6
--------- --------- --------- -------- ---------
Total stockholder's equity 397.0 $ 330.8 $ 321.7 $ 283.1 $ 248.7
</TABLE>

Management's discussion and analysis

Financial condition

During the past fiscal year, JHVLICO's total assets grew primarily due to
the growth in the total assets of the JHVLICO's separate accounts due to
increased sales of variable life and variable annuity products as well as market
appreciation on separate account assets as a result of strong market
performance.

Likewise, its total obligations grew. Total stockholder's equity also grew
during this period. The following chart shows percentage growth in total
assets, total obligations and total stockholder's equity for the twelve-month
period ended December 31, 1999:

<TABLE>
<CAPTION>
Year ended Year ended
---------- ----------
December 31, December 31,
------------ ------------
1999 1998
---- ----
(in millions) (in millions) % change
------------- ------------- --------
<S> <C> <C> <C>
Total assets - JHVLICO $10,613.0 $ 8,599.0 23.4%
Total assets - JHVLICO separate accounts $ 8,268.2 $ 6,595.2 25.4%
Total obligations - JHVLICO $10,216.0 $ 8,268.2 23.6%
Total obligations - JHVLICO separate accounts $ 8,261.6 $ 6,589.4 25.4%
Total shareholder equity $ 397.0 $ 330.8 20.0%
</TABLE>

Separate account assets and liabilities consist primarily of the fund
balances associated with JHVLICO's variable life and annuity business.

The asset holdings include fixed income, equity, growth, total return, real
estate, global, and international mutual funds with liabilities representing
amounts due to policyholders.

46
<PAGE>

During the 1998 fiscal year, a similar pattern of growth occurred. It is
shown on the following chart:

<TABLE>
<CAPTION>
Year ended Year ended
---------- ----------
December 31, December 31,
------------ ------------
1998 1997
---- ----
(in millions) (in millions) % change
------------- ------------- --------
<S> <C> <C> <C>
Total assets - JHVLICO $8,599.0 $6,521.5 31.9%
Total assets - JHVLICO separate accounts $6,595.2 $4,691.1 40.6%
Total obligations - JHVLICO $8,268.2 $6,199.8 33.4%
Total obligations - JHVLICO separate accounts $6,589.4 $4,685.7 40.6%
Total stockholder's equity $ 330.8 $ 321.7 2.8%
</TABLE>

JHVLICO's bond portfolio remains highly diversified. It maintains the
diversity of its bond portfolio by:

. investing in a wide variety of geographic regions and industry
groups, and

. limiting the size of individual investment relative to the total
portfolio.

JHVLICO invests new money predominantly in long-term investment grade
corporate bonds. As a result, 86.0% of JHVLICO's general account bonds were
investment grade bonds, and 9.8% were medium grade bonds as of December 31,
1999. The corresponding percentages as of December 31, 1998, were 86.1% and
10.8%, respectively. For medium grade bonds, JHVLICO invests mostly in private
placements that provide long-term financing for medium size companies. These
bonds typically are protected by individually negotiated financial covenants
and/or collateral. As of December 31, 1999, the remaining 4.2% of JHVLICO's
total general account bonds consisted of lower grade bonds and bonds in default.
Bonds in default represent 0.8% of JHVLICO's general account bonds.

Management believes JHVLICO's commercial mortgage lending practices
continue to be strong. JHVLICO generally makes mortgage loans against properties
with proven track records and high occupancy levels. Typically, JHVLICO does not
make construction or condominium loans nor lend more than 75% of the property's
value at the time of the loan. JHVLICO uses a computer based mortgage risk
analysis system in managing the credit risk related to its mortgage loans.

JHVLICO has outstanding commitments to purchase long-term bonds and issue
real estate mortgages totaling $15.4 million and $3.5 million, respectively, at
December 31, 1999. The corresponding amounts at December 31, 1998 were $5.9
million and $24.8 million, respectively. JHVLICO monitors the creditworthiness
of borrowers under long-term bond commitments and requires collateral as deemed
necessary. If funded, loans related to real estate mortgages would be fully
collateralized by the related properties. Most of the commitments at December
31, 1999 expire in 2000.

47
<PAGE>

Reserves and obligations

JHVLICO's obligations consist primarily of aggregate reserves for life
policies and annuity contracts. As of December 31, 1999, JHVLICO's general
account reserves totaled $1,866.6 million and its separate account obligations
totaled $8,261.6 million. As of December 31, 1998, the corresponding amounts
were $1,652.0 million and $6,589.4 million, respectively. JHVLICO computes
these liabilities in accordance with commonly accepted actuarial standards. Its
actuarial assumptions are in accordance with, or more conservative than, those
called for in state regulations. Total reserves meet the requirements of
Massachusetts insurance laws.

Every year, JHVLICO performs reserve adequacy testing, usually during the
fourth quarter. Intensive asset adequacy testing was performed in 1999 for the
vast majority of reserves. During 1999 and 1998, JHVLICO made no refinements to
reserves.

JHVLICO's investment reserves include the asset valuation reserve ("AVR")
and interest maintenance reserve ("IMR") required by the NAIC and state
insurance regulatory authorities. The AVR stabilizes statutory surplus from non-
interest related fluctuations in the market value of bonds, stocks, mortgage
loans, real estate and other invested assets. The AVR generally captures
realized and unrealized capital gains or losses on such assets, other than those
resulting from interest rate changes.

Each year, the amount of an insurer's AVR will fluctuate as the non-
interest related capital gains and/ or losses are absorbed by the reserve. To
adjust for such changes over time, an annual contribution must be made to the
AVR equal to 20% of the difference between the AVR reserve objective (as
determined annually according to the type and quality of an insurer's assets)
and the actual AVR.

JHVLICO includes the AVR in its obligations. Its AVR was $23.1 million at
December 31, 1999, and $21.9 million as of December 31, 1998. During 1998,
JHVLICO made a voluntary contribution of $0.7 million to the AVR. Such
contributions may result in a slower rate of growth of, or a reduction to,
stockholder's equity. During 1999, there have been no voluntary contributions
to the AVR. Changes in the AVR are accounted for as direct increases or
decreases in stockholder's equity. The impact of the AVR on JHVLICO's
stockholder's equity position will depend, in part, on JHVLICO's investment
portfolio.

The IMR captures realized capital gains and losses (net of taxes) on fixed
income investments (primarily bonds and mortgage loans) resulting from changes
in interest rate levels. JHVLICO does not reflect these amounts in its
stockholder equity account but amortizes them into net investment income over
the estimated remaining lives of the investments disposed. At December 31, 1999
and December 31, 1998, JHVLICO's IMR balance was $7.4 million and $10.7 million,
respectively. The impact on the IMR on JHVLICO's stockholder's equity depends
upon the amount of future interest related capital gains and losses on fixed
income investments.

Results of operations

1999 compared to 1998

Net gains from operations, before net realized capital gains/losses,
totaled $75.7 million in 1999, a $59.5 million increase over 1998. The increase
in the net gain is due principally to continued growth in the annuity line of
business within JHVLICO. This line of business had a growth in net gain of $25.6
million due to higher separate account fees and expense allowances on business
reinsured with John Hancock. The remaining $33.9 million increase in net gain is
due to the Universal Life line of business which had higher net investment
income and lower premium taxes during 1999 compared with 1998.

48
<PAGE>

During 1999, total revenues decreased by 15.9% (or $321.0 million) to
$1,692.2 million. Premium, net of premium ceded to reinsurers, decreased by
25.3% (or $321.5 million) to $950.8 million. This decrease in premium is
primarily due to large single premium ($340.0 million) bank owned life insurance
sales that occurred during 1998 which have not recurred during 1999. Net
investment income increased by 10.7% (or $13.2 million) to $136.0 million. This
increase is primarily due to a 4.6% (or $4.4 million) increase in gross income
on long-term bonds, and a 25.3% (or $6.3 million) increase in gross income on
commercial and agricultural mortgages. The increases can both be attributed to
an increased asset base. Other income decreased by $12.7 million primarily as a
result of reserve adjustments on reinsurance ceded.

During 1999, total benefits and expenses decreased by 19.9% (or $390.3
million) to $1,573.6 million. Benefit payments and additions to reserves
decreased by 25.5% (or $422.9 million) to $1,238.7 million. This decrease is
primarily the result of a bank owned life insurance reserve increase in 1998 of
$380.1 million that did not recur in 1999. Insurance expenses increased by
14.7% (or $40.2 million) to $314.4 million. This consists of an $11.3 million
increase in commission expenses resulting from the sale of new and renewal
business, and a $28.9 million increase in the expenses of providing services to
policyholders.

1998 compared to 1997

Net gain from operations, before net realized capital losses, totaled
$16.2 million in 1998, $14.3 million lower than in 1997. A net loss of $9.8
million in 1998 resulting from the individual annuity line of business
contributed significantly to this decrease in operating gain. First year
commissions and taxes on sales of $340.0 million of bank owned life insurance
further diminished the gain.

During 1998, total revenues increased by 42.6% (or $601.7 million) to
$2,013.2 million. Premium, net of premium ceded to reinsurers, increased by
45.8% (or $399.6 million) to $1,272.3 million. This increase is principally due
to the sale of a single-premium bank owned life insurance policy with a premium
of $340.0 million. Net investment income increased by 36.9% (or $33.1 million)
to $122.8 million. This increase is primarily due to a 47.8% (or $31.0 million)
increase in gross income on long-term bonds, and a 27.8% (or $5.4 million)
increase in gross income on commercial mortgages. The increases can both be
attributed to an increased asset base. Other income increased by $169.0 million
as a result of reserve adjustments on reinsurance ceded.

During 1998, total benefits and expenses increased by 46.3% (or $621.4
million) to $1,963.9 million. Benefit payments and additions to reserves
increased by 52.4% (or $571.4 million) to $1,661.6 million. This increase is
largely the result of an increase in reserves of $297.4 million associated with
the sale of bank owned life insurance. Insurance expenses increased by 17.6%
(or $41.0 million) to $274.2 million. This consists of a $27.3 million increase
in commission expenses resulting from the sale of new and renewal business, and
a $13.7 million increase in the expenses of providing services to policyholders.

Liquidity and capital resources

JHVLICO's liquidity resources for the past two fiscal years were as
follows:

<TABLE>
<CAPTION>
Year ended Year ended
---------- ----------
Type of Investments December 31, December 31,
------------------- ------------ ------------
1999 1998
---- ----
(in millions) (in millions)
------------- -------------
<S> <C> <C>
Cash and short-term investments $250.1 $ 19.9

Public bonds $454.1 $461.9

Investment-grade private placement bonds $609.4 $619.9
</TABLE>

In addition, JHVLICO's separate accounts are highly liquid and available to
meet most outflow needs for variable life insurance.

49
<PAGE>

JHVLICO's management believes the liquidity resources of $1,313.6 million
as of December 31, 1999, strongly position JHVLICO to meet all its obligations
to policyholders and others. Funds provided by normal operations generally
satisfy JHVLICO's financing needs. There were no outstanding borrowings as of
December 31, 1999. As of December 31, 1998, JHVLICO had $61.9 million in
outstanding borrowings from an affiliate. Total surplus, also know as
stockholder's equity, plus the AVR, amounted to $420.1 million as of December
31, 1999, and $352.7 million as of December 31, 1998. The current statutory
accounting treatment of taxes for deferred acquisition costs ("DAC taxes")
currently results in a reduction to JHVLICO's surplus. This reduction will
persist during periods of growth in new business. DAC taxes result from federal
income tax law that approximates acquisition expenses, and then spreads the
corresponding tax deduction over a period of years. As a result, the DAC tax is
collected immediately and subsequently returned through tax deductions in later
years.

Since it began operations, JHVLICO has received a total of $576.7 million
in capital contributions from John Hancock, of which $572.4 million is credited
to paid-in capital and $2.5 million was credited to capital stock as of December
31, 1999. In 1993, JHVLICO returned $1.8 million of capital to John Hancock. To
support JHVLICO's operations, for the indefinite future, John Hancock will
continue to make capital contributions, if necessary, to ensure that JHVLICO
maintains shareholder's equity of at least $1.0 million. JHVLICO's stockholder's
equity, net of unassigned deficit, amounted to $397.0 million at December 31,
1999 and $330.8 million at December 31, 1998.In December, 1992, the NAIC
approved risk-based capital ("RBC") standards for life insurance companies. It
also approved a model act (the "RBC Model Act") to apply such standards at the
state level. The RBC Model Act requires life insurers to submit an annual RBC
report comparing the company's total adjusted capital (statutory surplus plus
AVR, voluntary investment reserves, and one-half the apportioned dividend
liability) with its risk-based capital as calculated by an RBC formula. The
formula takes into account the risk characteristics of the company's investments
and products. Insurance regulators use the formula as an early warning tool to
identify possible weakly capitalized companies for purposes of initiating
further regulatory action, not as a means to rank insurers. As of December 31,
1999, JHVLICO's total adjusted capital as defined by the NAIC was well in excess
of the RBC standards.

Reinsurance

To reduce its exposure to large losses under its insurance policies,
JHVLICO enters into reinsurance arrangements with its parent, John Hancock, and
other non-affiliated insurance companies. For more information about JHVLICO's
reinsurance arrangements, see Notes 5 and 7 of the Notes to Financial
Statements.

Separate Accounts

State laws permit insurers to establish separate accounts in which to hold
assets backing certain policies or contracts, including variable life insurance
policies and variable annuity contracts. The insurance company maintains the
investments in each separate account apart from other separate accounts and the
general account. The investment results of the separate account assets are
passed through directly to the account's policyholders or contract owners. The
insurance company derives certain fees from, but bears no investment risk on,
these assets. Other than amounts derived from or otherwise attributable to
JHVLICO's general account, assets of its separate accounts are not available to
fund the liabilities of its general account.

Competition

The life insurance business is highly competitive. There are approximately
1,300 stock and other types of insurers in the life/health insurance business in
the United States. According to the July, 1999 issue of Best's Review
Life/Health, JHVLICO ranks 82nd in terms of net premiums written during 1998.
JHVLICO's parent, JHLICO, ranks 9th.

50
<PAGE>

Best's Company Report, dated June 1, 1999, affirms JHVLICO's financial
stability rating from A.M. Best Company, Inc. of A++, its highest, based on the
strength of its parent company and the capital guarantee discussed below.
Standard & Poor's Corporation and Duff & Phelps Credit Rating Company have
assigned insurance claims-paying ability ratings to JHVLICO of AA+ and AAA,
respectively, which place JHVLICO in the second highest and highest categories,
respectively, by these rating agencies. Moody's Investors Service, Inc. has
assigned JHVLICO a financial strength rating of Aa2, which is its third highest
rating.

Employees and Facilities

JHLICO provides JHVLICO with personnel, property, and facilities for the
performance of certain of JHVLICO's corporate functions. John Hancock annually
determines a fee for these services and facilities based on a number of criteria
which were revised in 1999, 1998 and 1997 to reflect continuing changes in
JHVLICO's operations. The amount of service fee charged to JHVLICO was $188.3
million, $157.5 million, and $123.6 million in 1999, 1998 and 1997,
respectively.

Transactions with John Hancock

As indicated, property, personnel and facilities are provided, at a service
fee, by JHLICO for purposes of JHVLICO's operations, and the two companies have
entered into certain reinsurance arrangements. In addition, JHLICO has
contributed all of JHVLICO's capital, of which $1.8 million of paid-in capital
was returned to JHLICO during 1993. It is expected that arrangements and
transactions such as the foregoing will continue in the future to an
indeterminate extent. (See Notes 2 and 5 of the Notes to Financial Statements.)

JHLICO receives no additional compensation for its services as underwriter
and distributor of the contracts issued by JHVLICO. See Note 5 of JHVLICO's
Notes to Financial Statements for additional information.

Legal Proceedings

In the normal course of its business operations, JHVLICO is involved with
litigation from time to time with claimants, beneficiaries and others, and a
number of litigation matters were pending as of December 31, 1999. JHVLICO does
not believe that this ordinary routine litigation or any other matters that are
currently pending, either individually or in the aggregate, will have a material
adverse effect on its business, financial condition or results of operations.

Over the past several years, companies engaged in the life insurance
business have faced extensive claims, including class-action lawsuits, alleging
improper marketing and sales of individual life insurance policies or annuities.
On December 31, 1997, the United States District Court for the District of
Massachusetts approved settlement of a nationwide class action lawsuit regarding
sales practices against John Hancock, JHVLICO and John Hancock Distributors,
Inc. (Duhaime, et al v. John Hancock Mutual Life Insurance Company, John Hancock
Variable Life Insurance Company and John Hancock Distributors, Inc.)

During 1999, in conjunction with this settlement, JHVLICO recorded a
related reserve of $194.9 million representing our share of the settlement and
received a capital contribution from John Hancock of $194.9 million. The reserve
held at December 31, 1999 amounted to $136.5 million. Given the uncertainties
associated with estimating the reserve, it is reasonably possible that the final
cost of the settlement could differ materially from the amounts presently
provided for by JHVLICO. John Hancock and JHVLICO will continue to update their
estimate of the final cost of the settlement as the claims are processed and
more specific information is developed, particularly as the actual cost of the
claims subject to alternative dispute resolution becomes available. However,
based on information available at this time, and the uncertainties associated
with the final claim processing and alternative dispute resolution, the range of
any additional costs

51
<PAGE>

related to the settlement cannot be reasonably estimated. If JHVLICO's share of
the settlement increases, John Hancock will contribute additional capital to
JHVLICO so that JHVLICO's total stockholder's equity would not be impacted.

Regulations

JHVLICO complies with extensive state regulation in the jurisdictions in
which it does business. This extensive state regulation along with proposals to
adopt a federal regulatory framework may in the future adversely affect
JHVLICO's ability to sustain adequate returns. JHVLICO's business also could be
adversely affected by:

. changes in state law relating to asset and reserve valuation
requirements;

. limitations on investments and risk-based capital requirements;
and,

. at the federal level, laws and regulations that may affect certain
aspects of the insurance industry.

States levy assessments against John Hancock companies as a result of
participation in various types of state guaranty associations, state insurance
pools for the uninsured or other arrangements.

Regulators have discretionary authority to limit or prohibit an insurer
from issuing new business to policyholders if the regulators determine that:

. such insurer is not maintaining minimum statutory surplus or
capital, or

. further transaction of business would be hazardous to the
policyholders.

Based upon their current or anticipated levels if statutory surplus and the
volume of their new sales, JHVLICO and its affiliates do not believe regulations
will limit their issuance of new insurance business.

Although the federal government does not directly regulate the business of
insurance, federal initiatives often have an impact on the business in a variety
of ways. Current and proposed federal laws and regulations may significantly
affect the insurance business by removing barriers preventing banks from
engaging in the insurance business, limiting medical testing for insurability,
changing the tax laws affecting the taxation of insurance companies and
insurance products, and prohibiting the use of gender in determining insurance
and pension rates and benefits. Such initiatives could impact the relative
desirability of various personal investment vehicles.

Directors

The directors and executive officers of JHVLICO are as follows:

<TABLE>
<CAPTION>
Name Age Position with JHVLICO Other business within past 5 years
---- --- --------------------- ----------------------------------
<S> <C> <C> <C>
David D'Alessandro, 49 Chairman President, Chief Operating Officer, and Chief Executive
Director Officer-Elect John Hancock Life Insurance Company
Michele G. Van Leer, 42 Vice Chairman & President Senior Vice President, Life Product Management, John Hancock
Director
Robert S. Paster, 47 Vice President Second Vice President, Direct Distribution, John Hancock
Director
Robert R. Reitano, 49 Vice President & CIO Vice President, Investment Policy & Research, John Hancock
Director
</TABLE>

52
<PAGE>

<TABLE>
<CAPTION>
Name Age Position with JHVLICO Other business within past 5 years
---- --- --------------------- ----------------------------------
<S> <C> <C> <C>
Barbara L. Luddy, 48 Vice President & Actuary Senior Vice President, Financial Reporting & Analysis,
Director John Hancock
Bruce M. Jones 42 Vice President Vice President, Annuity Product Management, John Hancock;
Director Prior to July, 1999, Senior Vice President & Chief Operation
Officer, Phoenix Home Life Insurance Company; Vice President,
Marketing Department, Phoenix Home Life Insurance Company
Ronald J. Bocage, 54 Vice President & Counsel Vice President & Counsel, Insurance and Separate Account
Director Products Division, John Hancock
Thomas J. Lee, 45 Vice President Vice President, Life Product and Systems Management, John Hancock
Director
Paul J. Strong 53 Vice President Vice President, Retail Life Product Management, John Hancock;
Director Prior to September, 1999, Senior Vice President, Product
Management, Jefferson Pilot Financial Insurance Company; Senior
Vice President, Marketing, Chubb Life Insurance Company of America
Daniel L. Ouellette 50 Vice President Senior Vice President, Retail Marketing, John Hancock
Patrick F. Smith 57 Controller Senior Associate Controller, Controller's Department, John Hancock
Julie H. Indge 46 Treasurer Financial Officer, Financial Sector Management, John Hancock
Peter H. Scavongelli 42 Secretary State Compliance Officer, John Hancock
</TABLE>

Executive Compensation

Executive officers of JHVLICO also serve one or more of the affiliated
companies of JHLICO. Allocations have been made as to each individual's time
devoted to his or her duties as an executive officer of JHVLICO.

The following table provides information on the allocated compensation paid
to the chief executive officer for 1999. There were no executive officers of
JHVLICO whose allocated compensation exceeded $100,000 during 1999. Directors
of JHVLICO receive no compensation in addition to their compensation as
employees of JHLICO.

<TABLE>
<CAPTION>
Annual compensation Long-Term Compensation
------------------- ----------------------
Name Title Salary Bonus Other LTIP All Other
---- ----- ------ ----- ----- ---- ---------
<S> <C> <C> <C> <C> <C> <C>
David F. D'Alessandro Chairman $29,723 $19,320 $1,912 $32,362 $0
</TABLE>

Performance information

We may advertise total return information about investments made in the
variable investment options. We refer to this information as "Account level"
performance. In our Account level advertisements, we usually calculate total
return for 1, 5, and 10 year periods or since the beginning of the applicable
variable investment option.

Total return at the Account level is the percentage change between

. the value of a hypothetical investment in a variable investment
option at the beginning of the relevant period, and

. the value at the end of such period.

53
<PAGE>

At the Account level, total return reflects adjustments for

. the mortality and expense risk charges,

. the annual contract fee, and

. any withdrawal charge payable if the owner surrenders his contract
at the end of the relevant period.

Total return at the Account level does not, however, reflect any premium tax
charges or any charges for optional benefit riders. Total return at the Account
level will be lower than that at the Trust level where comparable charges are
not deducted.

We may also advertise total return in a non-standard format in conjunction
with the standard format described above. The non-standard format is generally
the same as the standard format except that it will not reflect any withdrawal
charge and may be for additional durations.

We may advertise "current yield" and "effective yield" for investments in
the Money Market investment option. CURRENT YIELD refers to the income earned on
your investment in the Money Market investment option over a 7-day period and
then annualized. In other words, the income earned in the period is assumed to
be earned every 7 days over a 52-week period and stated as a percentage of the
investment.

Effective yield is calculated in a similar manner but, when annualized, the
income earned by your investment is assumed to be reinvested and thus compounded
over the 52-week period. Effective yield will be slightly higher than current
yield because of this compounding effect of reinvestment.

Current yield and effective yield reflect all the recurring charges at the
Account level, but will not reflect any premium tax, any withdrawal charge, or
any charge for optional benefit riders.

Reports

At least annually, we will send you (1) a report showing the number and
value of the accumulation units in your contract and (2) the financial
statements of the Trusts.

Voting privileges

At meetings of the Trusts' shareholders, we will generally vote all the
shares of each Fund that we hold in the Account in accordance with instructions
we receive from the owners of contracts that participate in the corresponding
variable investment option.

Certain changes

We reserve the right, subject to applicable law, including any required
shareholder approval,

. to transfer assets that we determine to be your assets from the
Account to another separate account or investment option by
withdrawing the same percentage of each investment in the Account
with proper adjustments to avoid odd lots and fractions,

. to add or delete variable investment options,

. to change the underlying investment vehicles,

. to operate the Account in any form permitted by law, and

. to terminate the Account's registration under the 1940 Act, if
such registration should no longer be legally required.

Unless otherwise required under applicable laws and regulations, notice to
or approval of owners will not be necessary for us to make such changes.

54
<PAGE>

Distribution of contracts

John Hancock Funds, Inc. ("JHFI") acts as principal distributor of the
contracts sold through this prospectus. JHFI is registered as a broker-dealer
under the Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc. Its address is 101 Huntington Avenue,
Boston, Massachusetts 02199.

You can purchase a contract through broker-dealers and certain financial
institutions who have entered into selling agreements with JHFI and JHVLICO and
whose representatives are authorized by applicable law to sell annuity products.
We do not expect the compensation to such broker-dealers and financial
institutions to exceed 8.0% of premium payments (on a present value basis).
For limited periods of time, we may pay additional compensation to
broker-dealers as part of special sales promotions. We offer these contracts on
a continuous basis, but neither JHVLICO nor JHFI is obligated to sell any
particular amount of contracts. We reimburse JHFI for direct and indirect
expenses actually incurred in connection with the marketing and sale of these
contracts. JHFI is a subsidiary of John Hancock Life Insurance Company.

Experts

Ernst & Young LLP, independent auditors, have audited the financial
statements of John Hancock Variable Life Insurance Company that appear herein
and the financial statements of the Account that appear in the Statement of
Additional Information, which also is a part of the registration statement that
contains this prospectus. Those financial statements are included in the
registration statement in reliance upon Ernst & Young's reports given upon the
firm's authority as experts in accounting and auditing.

Registration statement

JHVLICO complies with the reporting requirements of the Securities Act of
1934. You can get more details from the SEC upon payment of prescribed fees or
through the SEC's internet web site (www.sec.gov).

This prospectus omits certain information contained in the registration
statement that we filed with the SEC. Among other things, the registration
statement contains a "Statement of Additional Information" that we will send you
without charge upon request. The Table of Contents of the Statement of
Additional Information lists the following subjects that it covers::

<TABLE>
<CAPTION>
page of SAI
<S> <C>
Variations in Charges............................................... 2

Distribution........................................................ 2

Calculation of Performance Data..................................... 2

Additional Information About Determining Unit Values................ 7

Purchases and Redemptions of Fund Shares............................ 7

The Account......................................................... 8

Delay of Certain Payments........................................... 8

Liability for Telephone Transfers................................... 8

Voting Privileges................................................... 9

Financial Statements................................................ 10
</TABLE>

55
<PAGE>

CONDENSED FINANCIAL INFORMATION
JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

The following table provides selected data for Revolution accumulation
shares for the first year of operation, beginning on August 10, 1999, for each
investment option that was available through the contracts on December 31, 1999.

<TABLE>
<CAPTION>
Year Ended
December 31,
1999
------------
<S> <C>
V.A. Sovereign Investors
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15.78
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $16.19
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 130,910
V.A. Core Equity
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . --
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . --
Number of Accumulation Shares outstanding at end of period . . . . . . . . . --
Aggressive Balanced
Accumulation share value:
Beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.66
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 3,836
Fidelity VIP Contrafund(R)
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.61
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 237,990
Equity Index
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $22.54
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 76,098
Large Cap Value CORE
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . .
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.31
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 92,493
V.A. Financial Industries
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14.25
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 113,876
Large Cap Aggressive Growth
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.97
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 178,388
Fidelity VIP Growth
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.04
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 205,097
MFS Growth
Accumulation share value:
Beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.36
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 158,192
</TABLE>

56
<PAGE>

<TABLE>
<CAPTION>
Year Ended
December 31,
1999
------------
<S> <C>
Large/Mid Cap Value
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.43
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 64,904
Mid Cap Blend
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.11
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 1,696
AIM V.I. Value
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.77
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 302,772
MFS Research
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.86
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 73,452
AIM V.I. Growth
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.30
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 102,211
Fundamental Mid Cap Growth
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15.39
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 38,912
Small/Mid Cap CORE
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.73
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 9,532
Small/Mid Cap Value
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . --
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . --
Number of Accumulation Shares outstanding at end of period . . . . . . . . . --
Small/Mid Cap Growth
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18.07
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18.98
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 14,779
Small Cap Growth
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14.27
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $21.19
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 59,529
MFS New Discovery
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15.26
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 36,557
</TABLE>

57
<PAGE>

<TABLE>
<CAPTION>
Year Ended
December 31,
1999
------------
<S> <C>
Global Balanced
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.24
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.98
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 5,361
Templeton International
Accumulation share value (1):
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.02
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 30,062
International Equity
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.06
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 11,123
Fidelity VIP Overseas
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.48
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 30,517
Templeton Developing Markets
Accumulation share value:
Beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.86
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 13,735
Short Term Bond
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.34
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.48
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 15,433
Bond Index
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9.65
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9.63
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 47,232
V.A. Bond
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.94
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20.49
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 51,454
V.A. Strategic Income
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.25
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.62
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 58,942
High Yield Bond
Accumulation share value:
Beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.27
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 48,898
V.A. Money Market
Accumulation share value:
Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1.11
End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1.12
Number of Accumulation Shares outstanding at end of period . . . . . . . . . 1,379,705
</TABLE>

58
<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Directors and Policyholders
John Hancock Variable Life Insurance Company

We have audited the accompanying statutory-basis statements of financial
position of John Hancock Variable Life Insurance Company as of December 31, 1999
and 1998, and the related statutory-basis statements of operations and
unassigned deficit and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

As described in Note 1 to the financial statements, the Company presents
its financial statements in conformity with accounting practices prescribed or
permitted by the Commonwealth of Massachusetts Division of Insurance, which
practices differ from accounting principles generally accepted in the United
States. The variances between such practices and accounting principles generally
accepted in the United States also are described in Note 1. The effects on the
financial statements of these variances are not reasonably determinable but are
presumed to be material.

In our opinion, because of the effects of the matter described in the
preceding paragraph, the financial statements referred to above do not present
fairly, in conformity with accounting principles generally accepted in the
United States, the financial position of John Hancock Variable Life Insurance
Company at December 31, 1999 and 1998, or the results of its operations or its
cash flows for the years then ended.

However, in our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of John Hancock
Variable Life Insurance Company at December 31, 1999 and 1998, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting practices prescribed or permitted by the Commonwealth of
Massachusetts Division of Insurance.

ERNST & YOUNG LLP

Boston, Massachusetts
March 10, 2000

59
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
December 31,
---------------------
1999 1998
---------- ---------
(In millions)
<S> <C> <C>
Assets
Bonds--Note 6 . . . . . . . . . . . . . . . . . . . . $ 1,216.3 $1,185.8
Preferred stocks . . . . . . . . . . . . . . . . . . 35.9 36.5
Common stocks . . . . . . . . . . . . . . . . . . . . 3.2 3.1
Investment in affiliates . . . . . . . . . . . . . . 80.7 81.7
Mortgage loans on real estate--Note 6 . . . . . . . . 433.1 388.1
Real estate . . . . . . . . . . . . . . . . . . . . . 25.0 41.0
Policy loans . . . . . . . . . . . . . . . . . . . . 172.1 137.7
Cash items:
Cash in banks . . . . . . . . . . . . . . . . . . 27.2 11.4
Temporary cash investments . . . . . . . . . . . . 222.9 8.5
--------- --------
250.1 19.9

Premiums due and deferred . . . . . . . . . . . . . . 29.9 32.7
Investment income due and accrued . . . . . . . . . . 33.2 29.8
Other general account assets . . . . . . . . . . . . 65.3 47.5
Assets held in separate accounts . . . . . . . . . . 8,268.2 6,595.2
--------- --------

Total assets . . . . . . . . . . . . . . . . . $10,613.0 $8,599.0
========= ========

Obligations and Stockholder's Equity
Obligations
Policy reserves . . . . . . . . . . . . . . . . . . $ 1,866.6 $1,652.0
Federal income and other taxes payable--Note 1 . . 67.3 44.3
Other general account obligations . . . . . . . . . 219.0 150.9
Transfers from separate accounts, net . . . . . . . (221.6) (190.3)
Asset valuation reserve--Note 1 . . . . . . . . . . 23.1 21.9
Obligations related to separate accounts . . . . . 8,261.6 6,589.4
--------- --------
Total obligations . . . . . . . . . . . . . . . 10,216.0 8,268.2

Stockholder's equity
Common Stock, $50 par value; authorized 50,000 shares;
issued and outstanding 50,000 shares . . . . . . 2.5 2.5
Paid-in capital . . . . . . . . . . . . . . . . . . 572.4 377.5
Unassigned deficit--Note 10 . . . . . . . . . . . . (177.9) (49.2)
--------- --------
Total stockholder's equity . . . . . . . . . . . . 397.0 330.8
--------- --------

Total obligations and stockholder's equity . . $10,613.0 $8,599.0
========= ========
</TABLE>

The accompanying notes are an integral part of the statutory-basis financial
statements.

60
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF OPERATIONS AND UNASSIGNED DEFICIT

<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998
--------- ---------
(In millions)
<S> <C> <C>
Income
Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . 950.8 $1,272.3
Net investment income--Note 3 . . . . . . . . . . . . . . . 136.0 122.8
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . 605.4 618.1
-------- --------
1,692.2 2,013.2

Benefits and Expenses
Payments to policyholders and beneficiaries . . . . . . . . 349.9 301.4
Additions to reserves to provide for future payments to
policyholders and beneficiaries . . . . . . . . . . . . . 888.8 1,360.2
Expenses of providing service to policyholders and
obtaining new insurance--Note 5 . . . . . . . . . . . . . . 314.4 274.2
State and miscellaneous taxes. . . . . . . . . . . . . . . . 20.5 28.1
-------- --------
1,573.6 1,963.9
-------- --------
Gain from operations before federal income
taxes and net realized capital losses . . . . . . . . . . 118.6 49.3
Federal income taxes--Note 1 . . . . . . . . . . . . . . . . 42.9 33.1
-------- --------
Gain from operations before net realized capital losses 75.7 16.2
Net realized capital losses--Note 4 . . . . . . . . . . . . (1.7) (0.6)
-------- --------
Net income . . . . . . . . . . . . . . . . . . . . 74.0 15.6

Unassigned deficit at beginning of year . . . . . . . . . . (49.2) (58.3)
Net unrealized capital losses and other adjustments--Note 4 (3.8) (6.0)
Other reserves and adjustments--Note 10 . . . . . . . . . . (198.9) (0.5)
-------- --------

Unassigned deficit at end of year . . . . . . . . . $(177.9) $ (49.2)
======== ========
</TABLE>

The accompanying notes are an integral part of the statutory-basis financial
statements.

61
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

STATUTORY-BASIS STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998
-------- --------
(In millions)
<S> <C> <C>
Cash flows from operating activities:
Insurance premiums............................................... $ 958.5 $1,275.3
Net investment income............................................ 134.2 118.2
Benefits to policyholders and beneficiaries...................... (321.6) (275.5)
Dividends paid to policyholders..................................... (25.6) (22.3)
Insurance expenses and taxes........................................ (344.8) (296.9)
Net transfers to separate accounts.................................. (705.3) (874.4)
Other, net....................................................... 540.6 551.3
------- --------
Net cash provided from operations............................. 236.0 475.7
------- --------

Cash flows used in investing activities:
Bond purchases................................................... (240.7) (618.8)
Bond sales....................................................... 108.3 340.7
Bond maturities and scheduled redemptions........................ 78.4 111.8
Bond prepayments................................................. 18.7 76.5
Stock purchases.................................................. (3.9) (23.4)
Proceeds from stock sales........................................ 3.6 1.9
Real estate purchases............................................ (2.2) (4.2)
Real estate sales................................................ 17.8 2.1
Other invested assets purchases.................................. (4.5) 0.0
Mortgage loans issued............................................ (70.7) (145.5)
Mortgage loan repayments......................................... 25.3 33.2
Other, net....................................................... (68.9) (435.2)
------- --------
Net cash used in investing activities......................... (138.8) (660.9)
------- --------

Cash flows from financing activities:

Capital contribution............................................. 194.9
Net (decrease) increase in short-term note payable............... (61.9) 61.9
------- --------
Net cash provided from financing activities................... 133.0 61.9
------- --------
Increase (decrease) in cash and temporary cash investments.... 230.2 (123.3)

Cash and temporary cash investments at beginning of year............ 19.9 143.2
------- --------
Cash and temporary cash investments at end of year............ $ 250.1 $ 19.9
======= ========
</TABLE>

The accompanying notes are an integral part of the statutory-basis financial
statements.

62
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

1. Nature of Operations and Significant Accounting Practices

John Hancock Variable Life Insurance Company (the Company) is a wholly-
owned subsidiary of John Hancock Life Insurance Company (formerly John Hancock
Mutual Life Insurance Company) (John Hancock). The Company, domiciled in the
Commonwealth of Massachusetts, principally writes variable and universal life
insurance policies. Those policies primarily are marketed through John Hancock's
sales organization, Signator Insurance Agency, which includes a career agency
system composed of Company-supported independent general agencies and a direct
brokerage system that markets directly to external independent brokers. Policies
also are sold through various unaffiliated securities broker-dealers and certain
other financial institutions. Currently, the Company writes business in all
states except New York.

The preparation of financial statements requires management to make
estimates and assumptions that affect amounts reported in the financial
statements and accompanying notes. Such estimates and assumptions could change
in the future as more information becomes known, which could impact the amounts
reported and disclosed herein.

Basis of Presentation

The financial statements have been prepared using accounting practices
prescribed or permitted by the Commonwealth of Massachusetts Division of
Insurance and in conformity with the practices of the National Association of
Insurance Commissioners (NAIC), which practices differ from generally accepted
accounting principles (GAAP).

The significant differences from GAAP include: (1) policy acquisition costs
are charged to expense as incurred rather than deferred and amortized in
relation to future estimated gross profits; (2) policy reserves are based on
statutory mortality, morbidity, and interest requirements without consideration
of withdrawals and Company experience; (3) certain assets designated as
"nonadmitted assets" are excluded from the balance sheet by direct charges to
surplus; (4) reinsurance recoverables are netted against reserves and claim
liabilities rather than reflected as an asset; (5) bonds held as available for
sale are recorded at amortized cost or market value as determined by the NAIC
rather than at fair value; (6) an Asset Valuation Reserve and Interest
Maintenance Reserve as prescribed by the NAIC are not calculated under GAAP.
Under GAAP, realized capital gains and losses are reported in the income
statement on a pretax basis as incurred and investment valuation allowances are
provided when there has been a decline in value deemed other than temporary; (7)
investments in affiliates are carried at their net equity value with changes in
value being recorded directly to unassigned deficit rather than consolidated in
the financial statements; (8) no provision is made for the deferred income tax
effects of temporary differences between book and tax basis reporting; and (9)
certain items, including modifications to required policy reserves resulting
from changes in actuarial assumptions, are recorded directly to unassigned
deficit rather than being reflected in income. The effects of the foregoing
variances from GAAP have not been determined but are presumed to be material.

The significant accounting practices of the Company are as follows:

Pending Statutory Standards

During March 1998, the NAIC adopted codified statutory accounting
principles ("Codification") effective January 1, 2001. Codification will likely
change, to some extent, prescribed statutory accounting practices and may result
in changes to the accounting practices that the Company uses to prepare its
statutory-basis financial statements. Codification will require adoption by the
various states before it becomes the prescribed statutory basis of accounting
for insurance companies domesticated within those states. Accordingly, before
Codification becomes effective for the Company, the Commonwealth of
Massachusetts must adopt Codification as the prescribed basis of accounting on
which domestic insurers must report their statutory-basis results to the
Division

63
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

of Insurance. At this time, it is anticipated that the Commonwealth of
Massachusetts will adopt Codification effective January 1, 2001. The impact of
any such changes on the Company's unassigned deficit is not expected to be
material.

Revenues and Expenses

Premium revenues are recognized over the premium-paying period of the
policies whereas expenses, including the acquisition costs of new business, are
charged to operations as incurred and policyholder dividends are provided as
paid or accrued.

Cash and Temporary Cash Investments

Cash includes currency on hand and demand deposits with financial
institutions. Temporary cash investments are short-term, highly-liquid
investments both readily convertible to known amounts of cash and so near
maturity that there is insignificant risk of changes in value because of changes
in interest rates.

Valuation of Assets

General account investments are carried at amounts determined on the
following bases:

Bond and stock values are carried as prescribed by the NAIC; bonds
generally at amortized amounts or cost, preferred stocks generally at cost and
common stocks at fair value. The discount or premium on bonds is amortized using
the interest method.

Investments in affiliates are included on the statutory equity method.

Loan-backed bonds and structured securities are valued at amortized cost
using the interest method including anticipated prepayments. Prepayment
assumptions are obtained from broker dealer surveys or internal estimates and
are based on the current interest rate and economic environment. The
retrospective adjustment method is used to value all such securities except for
interest-only securities, which are valued using the prospective method.

The net interest effect of interest rate and currency rate swap
transactions is recorded as an adjustment of interest income as incurred. The
initial cost of interest rate cap agreements is amortized to net investment
income over the life of the related agreement. Gains and losses on financial
futures contracts used as hedges against interest rate fluctuations are deferred
and recognized in income over the period being hedged.

Mortgage loans are carried at outstanding principal balance or amortized cost.

Investment real estate is carried at depreciated cost, less encumbrances.
Depreciation on investment real estate is recorded on a straight-line basis.
Accumulated depreciation amounted to $1.9 million in 1999 and $3.0 million in
1998.

Real estate acquired in satisfaction of debt and real estate held for sale
are carried at the lower of cost or fair value.

Policy loans are carried at outstanding principal balance, not in excess of
policy cash surrender value.

64
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

Asset Valuation and Interest Maintenance Reserves

The Asset Valuation Reserve (AVR) is computed in accordance with the
prescribed NAIC formula and represents a provision for possible fluctuations in
the value of bonds, equity securities, mortgage loans, real estate and other
invested assets. Changes to the AVR are charged or credited directly to the
unassigned deficit.

The Company also records the NAIC prescribed Interest Maintenance Reserve
(IMR) that represents that portion of the after tax net accumulated unamortized
realized capital gains and losses on sales of fixed income securities,
principally bonds and mortgage loans, attributable to changes in the general
level of interest rates. Such gains and losses are deferred and amortized into
income over the remaining expected lives of the investments sold. At December
31, 1999, the IMR, net of 1999 amortization of $2.3 million, amounted to $7.4
million, which is included in policy reserves. The corresponding 1998 amounts
were $2.4 million and $10.7 million, respectively.

Goodwill

The excess of cost over the statutory book value of the net assets of life
insurance business acquired was $8.9 million and $11.4 million at December 31,
1999 and 1998, respectively, and generally is amortized over a ten-year period
using a straight-line method.

Separate Accounts

Separate account assets and liabilities reported in the accompanying
statements of financial position represent funds that are separately
administered, principally for variable life insurance policies, and for which
the contractholder, rather than the Company, generally bears the investment
risk. Separate account obligations are intended to be satisfied from separate
account assets and not from assets of the general account. Separate accounts
generally are reported at fair value. The operations of the separate accounts
are not included in the statement of operations; however, income earned on
amounts initially invested by the Company in the formation of new separate
accounts is included in other income.

Fair Value Disclosure of Financial Instruments

Statement of Financial Accounting Standards (SFAS) No. 107, "Disclosure
about Fair Value of Financial Instruments," requires disclosure of fair value
information about certain financial instruments, whether or not recognized in
the statement of financial position, for which it is practicable to estimate the
value. In situations where quoted market prices are not available, fair values
are based on estimates using present value or other valuation techniques. SFAS
No. 107 excludes certain financial instruments and all nonfinancial instruments
from its disclosure requirements. Therefore, the aggregate fair value amounts
presented do not represent the underlying value of the Company. See Note 11.

The methods and assumptions utilized by the Company in estimating its fair
value disclosures for financial instruments are as follows:

The carrying amounts reported in the statement of financial position for
cash and temporary cash investments approximate their fair values.

Fair values for public bonds are obtained from an independent pricing
service. Fair values for private placement securities and publicly traded bonds
not provided by the independent pricing service are estimated by the

65
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

Company by discounting expected future cash flows using current market rates
applicable to the yield, credit quality and maturity of the investments.

The fair values for common and preferred stocks, other than its subsidiary
investments, which are carried at equity values, are based on quoted market
prices.

Fair values for futures contracts are based on quoted market prices. Fair
values for interest rate swap, cap agreements, and currency swap agreements are
based on current settlement values. The current settlement values are based on
brokerage quotes that utilize pricing models or formulas using current
assumptions.

The fair value for mortgage loan is estimated using discounted cash flow
analyses using interest rates adjusted to reflect the credit characteristics of
the underlying loans. Mortgage loans with similar characteristics and credit
risks are engaged into qualitative categories for purposes of the fair value
calculations.

The carrying amount in the statement of financial position for policy loans
approximates their fair value.

The fair value for outstanding commitments to purchase long-term bonds and
issue real estate mortgages is estimated using a discounted cash flow method
incorporating adjustments for the difference in the level of interest rates
between the dates the commitments were made and December 31, 1999.

Capital Gains and Losses

Realized capital gains and losses are determined using the specific
identification method. Realized capital gains and losses, net of taxes and
amounts transferred to the IMR, are included in net gain or loss. Unrealized
gains and losses, which consist of market value and book value adjustments, are
shown as adjustments to the unassigned deficit.

Policy Reserves

Life reserves are developed by actuarial methods and are determined based
on published tables using statutorily specified interest rates and valuation
methods that will provide, in the aggregate, reserves that are greater than or
equal to the minimum or guaranteed policy cash values or the amounts required by
the Commonwealth of Massachusetts Division of Insurance. Reserves for variable
life insurance policies are maintained principally on the modified preliminary
term method using the 1958 and 1980 Commissioner's Standard Ordinary (CSO)
mortality tables, with an assumed interest rate of 4% for policies issued prior
to May 1, 1983 and 4 1/2% for policies issued on or thereafter. Reserves for
single premium policies are determined by the net single premium method using
the 1958 CSO mortality table, with an assumed interest rate of 4%. Reserves for
universal life policies issued prior to 1985 are equal to the gross account
value which at all times exceeds minimum statutory requirements. Reserves for
universal life policies issued from 1985 through 1988 are maintained at the
greater of the Commissioner's Reserve Valuation Method (CRVM) using the 1958 CSO
mortality table, with 4 1/2% interest or the cash surrender value. Reserves for
universal life policies issued after 1988 and for flexible variable policies are
maintained using the greater of the cash surrender value or the CRVM method with
the 1980 CSO mortality table and 5 1/2% interest for policies issued from 1988
through 1992; 5% interest for policies issued in 1993 and 1994; and 4 1/2%
interest for policies issued in 1995 through 1999.

Federal Income Taxes

Federal income taxes are reported in the financial statements based on
amounts determined to be payable as a result of operations within the current
accounting period. The operations of the Company are consolidated with John
Hancock in filing a consolidated federal income tax return basis for the
affiliated group. The federal income

66
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

taxes of the Company are allocated on a separate return basis with certain
adjustments. The Company made federal income tax payments of $10.6 million in
1999 and $38.2 million in 1998.

Income before taxes differs from taxable income principally due to tax-
exempt investment income, the limitation placed on the tax deductibility of
policyholder dividends, accelerated depreciation, differences in policy reserves
for tax return and financial statement purposes, capitalization of policy
acquisition expenses for tax purposes and other adjustments prescribed by the
Internal Revenue Code.

Amounts for disputed tax issues relating to the prior years are charged or
credited directly to policyholders' contingency reserve.

Adjustments to Policy Reserves

From time to time, the Company finds it appropriate to modify certain
required policy reserves because of changes in actuarial assumptions. Reserve
modifications resulting from such determinations are recorded directly to
stockholder's equity. No such refinements were made during 1999 or 1998.

Reinsurance

Premiums, commissions, expense reimbursements, benefits and reserves
related to reinsured business are accounted for on bases consistent with those
used in accounting for the original policies issued and the terms of the
reinsurance contracts. Premiums ceded to other companies have been reported as a
reduction of premium income. Amounts applicable to reinsurance ceded for future
policy benefits, unearned premium reserves and claim liabilities have been
reported as reductions of these items.

2. ACQUISITION

On June 23, 1993, the Company acquired all of the outstanding shares of
stock of Colonial Penn Annuity and Life Insurance Company (CPAL) from Colonial
Penn Life Insurance Company for an aggregate purchase price of approximately
$42.5 million. At the date of acquisition, assets of CPAL were approximately
$648.5 million, consisting principally of cash and temporary cash investments
and liabilities were approximately $635.2 million, consisting principally of
reserves related to a block of interest sensitive single-premium whole life
insurance business assumed by CPAL from Charter National Life Insurance Company
(Charter). The purchase price includes contingent payments of up to
approximately $7.3 million payable between 1994 and 1998 based on the actual
lapse experience of the business in force on June 23, 1993. The Company made the
final contingent payment to CPAL of $1.5 million during 1998.

67
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

On June 24, 1993, the Company contributed $24.6 million in additional
capital to CPAL. CPAL was renamed John Hancock Life Insurance Company of America
(JHLICOA) on July 7, 1993. JHLICOA was subsequently renamed Investors Partner
Life Insurance Company (IPL) on March 5, 1998. IPL manages the business assumed
from Charter and began marketing term life and variable universal life products
through brokers in 1999. Summarized financial information for IPL for 1999 and
1998 is as follows:

<TABLE>
<CAPTION>
1999 1998
---- ----
(In millions)

<S> <C> <C>
Total assets. . . . . . . . . . . . . . . . 570.7 587.8
Total liabilities. . . . . . . . . . . . . . 498.9 517.5
Total revenue. . . . . . . . . . . . . . . . 35.6 38.8
Net income. . . . . . . . . . . . . . . . . 3.5 3.8

3. NET INVESTMENT INCOME

Investment income has been reduced by the following amounts:

1999 1998
---- ----
(In millions)

<S> <C> <C>
Investment expenses . . . . . . . . . . . . . $ 9.5 $ 8.3
Interest expense. . . . . . . . . . . . . . 1.7 2.4
Depreciation expense. . . . . . . . . . . . 0.6 0.8
Investment taxes. . . . . . . . . . . . . . 0.3 0.7
------ ------

$12.1 $12.2
====== ======
</TABLE>

68
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

4. Net Capital Gains (Losses) and Other Adjustments

Net realized capital gains (losses) consist of the following items:

<TABLE>
<CAPTION>
1999 1998
------ ------
(In millions)

<S> <C> <C>
Net gains from asset sales . . . . . . . . . . . (2.8) 7.6
Capital gains tax . . . . . . . . . . . . . . . . 0.2 (2.9)
Net capital gains transferred to IMR . . . . . . 0.9 (5.3)
------ ------

Net realized capital losses . . . . . . . . . . . (1.7) (0.6)
====== ======

Net unrealized capital gains (losses) and other adjustments consist of the
following items:

1999 1998
------ ------
(In millions)

<S> <C> <C>
Net losses from changes in security values and book
value adjustments. . . . . . . . . . . . . . . (2.6) (2.7)
Increase in asset valuation reserve . . . . . . . . (1.2) (3.3)
------ ------

Net unrealized capital losses and other adjustments (3.8) (6.0)
====== ======
</TABLE>

5. TRANSACTIONS WITH PARENT

The Company's Parent provides the Company with personnel, property and
facilities in carrying out certain of its corporate functions. The Parent
annually determines a fee for these services and facilities based on a number of
criteria which were revised in 1999 and 1998 to reflect continuing changes in
the Company's operations. The amount of the service fee charged to the Company
was $188.3 million and $157.5 million in 1999 and 1998, respectively, which has
been included in insurance and investment expenses. The Parent has guaranteed
that, if necessary, it will make additional capital contributions to prevent the
Company's stockholder's equity from declining below $1.0 million.

The service fee charged to the Company by the Parent includes $0.2 million
and $0.7 million in 1999 and 1998, respectively, representing the portion of the
provision for retiree benefit plans determined under the accrual method,
including a provision for the 1993 transition liability which is being amortized
over twenty years, that was allocated to the Company.

The Company has a modified coinsurance agreement with John Hancock to
reinsure 50% of 1994 through 1999 issues of flexible premium variable life
insurance and scheduled premium variable life insurance policies. In connection
with this agreement, John Hancock transferred $44.5 million and $4.9 million of
cash for tax, commission, and expense allowances to the Company, which increased
the Company's net gain from operations by $20.6 million and $22.2 million in
1999 and 1998, respectively.

Effective January 1, 1996, the Company entered into a modified coinsurance
agreement with John Hancock to reinsure 50% of the 1995 inforce block and 50% of
1996 and all future issue years of certain variable annuity contracts
(Independence Preferred, Declaration, Independence 2000, MarketPlace, and
Revolution). In connection

69
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

with this agreement, the Company received a net cash payment of $40.0 million
and $12.7 million in 1999 and 1998, respectively, for surrender benefits, tax,
reserve increase, commission, expense allowances and premium, This agreement
increased the Company's net gain from operations by $26.9 million and $8.4
million in 1999 and 1998, respectively.

Effective January 1, 1997, the Company entered into a stop-loss agreement
with John Hancock to reinsure mortality claims in excess of 110% of expected
mortality claims in 1999 and 1998 for all policies that are not reinsured under
any other indemnity agreement. In connection with the agreement, John Hancock
received $0.8 million and 1.0 million in 1999 and 1998, respectively, for
mortality claims to the Company. This agreement decreased the Company's net gain
from operations in both 1999 and 1998 by $0.5 million.

At December 31, 1998 the Company had outstanding a short-term note of $61.9
million payable to an affiliate at a variable rate of interest. The note was
part of a revolving line of credit and was repaid in 1999. Interest paid in
1999 and 1998 was $1.7 million and $2.9 million, respectively. The note is
included in other general account obligations at December 31, 1998.

6. INVESTMENTS

The statement value and fair value of bonds are shown below:

<TABLE>
<CAPTION>
Gross Unrealized Gross Unrealized
Statement Value Gains Losses Fair Value
---------------- ---------- --------------- ----------
(In millions)
<S> <C> <C> <C> <C>
December 31, 1999
U.S. Treasury securities and obligations of U.S
government corporations and agencies......................... 5.9 0.0 0.1 5.8
Obligations of states and political subdivisions.............. 2.2 0.1 0.1 2.2
Debit securities issued by foreign governments................ 13.9 0.8 0.1 14.6
Corporate securities.......................................... 964.9 13.0 59.4 918.5
Mortgage-backed securities.................................... 229.4 0.5 7.8 222.1
-------- ----- ------ --------

Total bonds................................................... $1,216.3 $14.4 $ 67.5 $1,163.2
======== ===== ====== ========
December 31, 1998
U.S. Treasury securities and obligations of U.S
government corporations and agencies......................... 5.1 0.1 0.0 5.2
Obligations of states and political subdivisions.............. 3.2 0.3 0.0 3.5
Corporate securities.......................................... 925.2 50.4 15.0 960.6
Mortgage-backed securities.................................... 252.3 10.0 0.1 262.2
-------- ----- ------ --------

Total bonds................................................... $1,185.8 $60.8 $ 15.1 $1,231.5
======== ===== ====== ========
</TABLE>

70
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

The statement value and fair value of bonds at December 31, 1999, by
contractual maturity, are shown below. Maturities will differ from contractual
maturities because eligible borrowers may exercise their right to call or prepay
obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
Statement Fair
Value Value
-------- ---------
(In millions)

<S> <C> <C>
Due in one year or less. . . . . . . . . . . . . . $ 58.5 58.2
Due after one year through five years. . . . . . . 286.8 282.0
Due after five years through ten years . . . . . . 425.4 405.6
Due after ten years. . . . . . . . . . . . . . . . 216.2 195.3
-------- --------
986.9 941.1

Mortgage-backed securities . . . . . . . . . . . . 229.4 222.1
-------- --------

$1,216.3 $1,163.2
======== ========
</TABLE>

Gross gains of $0.3 million in 1999 and $3.4 million in 1998 and gross
losses of $4.0 million in 1999 and $0.7 million in 1998 were realized from the
sale of bonds.

At December 31, 1999, bonds with an admitted asset value of $9.1 million
were on deposit with state insurance departments to satisfy regulatory
requirements.

The cost of common stocks was $3.1 million and $2.1 million at December 31,
1999 and 1998, respectively. At December 31, 1999, gross unrealized
appreciation on common stocks totaled $1.2 million, and gross unrealized
depreciation totaled $1.1 million. The fair value of preferred stock totaled
$35.9 million at December 31, 1999 and $36.5 million at December 31, 1998.

Bonds with amortized cost of $0.4 million were non-income producing for the
twelve months ended December 31, 1999.

At December 31, 1999, the mortgage loan portfolio was diversified by
geographic region and specific collateral property type as displayed below. The
Company controls credit risk through credit approvals, limits and monitoring
procedures.

71
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

Statement Geographic Statement
Property Type Value Concentration Value
(In millions) (In millions)
<S> <C> <C> <C>
Apartments. . . . . . . . $112.1 East North Central $ 71.3
Hotels. . . . . . . . . . 11.3 East South Central 7.4
Industrial. . . . . . . . 66.0 Middle Atlantic 28.5
Office buildings. . . . . 86.4 Mountain 21.0
Retail. . . . . . . . . . 25.5 New England 37.5
Agricultural. . . . . . . 99.6 Pacific 111.1
Other . . . . . . . . . . 32.2 South Atlantic 87.6
West North Central 16.6
West South Central 48.6
Other 3.5
------

$433.1 $433.1
====== ======
</TABLE>

At December 31, 1999, the fair values of the commercial and agricultural
mortgage loans portfolios were $323.5 million and $98.2 million, respectively.
The corresponding amounts as of December 31, 1998 were approximately $331.3
million and $70.0 million, respectively.

The maximum and minimum lending rates for mortgage loans during 1999 were
14.24% and 6.84% for agricultural loans, 7.45% and 7.00% for other properties.
Generally, the maximum percentage of any loan to the value of security at the
time of the loan, exclusive of insured, guaranteed or purchase money mortgages,
is 75%. For city mortgages, fire insurance is carried on all commercial and
residential properties at least equal to the excess of the loan over the maximum
loan which would be permitted by law on the land without the building, except as
permitted by regulations of the Federal Housing Commission on loans fully
insured under the provisions of the National Housing Act. For agricultural
mortgage loans, fire insurance is not normally required on land based loans
except in those instances where a building is critical to the farming operation.
Fire insurance is required on all agri-business facilities in an aggregate
amount equal to the loan balance.

7. REINSURANCE

The Company cedes business to reinsurers to share risks under variable
life, universal life and flexible variable life insurance policies for the
purpose of reducing exposure to large losses. Premiums, benefits and reserves
ceded to reinsurers in 1999 were $594.9 million, $132.8 million, and $13.6
million, respectively. The corresponding amounts in 1998 were $590.2 million,
$63.2 million, and $8.2 million, respectively.

Reinsurance ceded contracts do not relieve the Company from its obligations
to policyholders. The Company remains liable to its policyholders for the
portion reinsured to the extent that any reinsurer does not meet its obligations
for reinsurance ceded to it under the reinsurance agreements. Failure of the
reinsurers to honor their obligations could result in losses to the Company;
consequently, estimates are established for amounts deemed or estimated to be
uncollectible. To minimize its exposure to significant losses from reinsurance
insolvencies, the Company evaluates the financial condition of its reinsurers
and monitors concentration of credit risk arising from similar characteristics
of the reinsurer.

Neither the Company, nor any of its related parties, control, either
directly or indirectly, any external reinsurers with which the Company conducts
business. No policies issued by the Company have been reinsured with a foreign
company which is controlled, either directly or indirectly, by a party not
primarily engaged in the business of insurance.

72
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

The Company has not entered into any reinsurance agreement in which the
reinsurer may unilaterally cancel any reinsurance for reasons other than
nonpayment of premiums or other similar credits. The Company does not have any
reinsurance agreements in effect in which the amount of losses paid or accrued
through December 31, 1999 would result in a payment to the reinsurer of amounts
which, in the aggregate and allowing for offset of mutual credits from other
reinsurance agreements with the same reinsurer, exceed the total direct premiums
collected under the reinsured policies.

8. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The notional amounts, carrying values and estimated fail values of the
Company's derivative instruments were as follows at December 31:

<TABLE>
<CAPTION>
Assets (Liabilities)
Number of Contracts --------------------------------------------
Notional Amounts 1999 1998
Carrying Fair Carrying Fair
1999 1998 Value Value Value Value
------- ------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Futures contracts to sell securities 362.0 947.0 $0.6 $ 0.6 $ (0.5) $ (0.5)
Interest rate swap agreements $965.0 $365.0 -- 11.5 -- (17.7)
Interest rate cap agreements 239.4 89.4 5.6 5.6 3.1
Currency rate swap agreements 15.8 15.8 -- (1.6) -- (3.3)
</TABLE>

The Company uses futures contracts, interest rate swap, cap agreements,
and currency rate swap agreements for other than trading purposes to hedge and
manage its exposure to changes in interest rate levels, foreign exchange rate
fluctuations and to manage duration mismatch of assets and liabilities.

The futures contracts expire in 2000. The interest rate swap agreements
expire in 2000 to 2011. The interest rate cap agreements expire in 2006 to 2008.
The currency rate swap agreements expire in 2006 to 2009.

The Company's exposure to credit risk is the risk of loss from a
counterparty failing to perform to the terms of the contract. The Company
continually monitors its position and the credit ratings of the counterparties
to these derivative instruments. To limit exposure associated with counterparty
nonperformance on interest rate and currency swap agreements, the Company enters
into master netting agreements with its counterparties. The Company believes the
risk of incurring losses due to nonperformance by its counterparties is remote
and that such losses, if any, would be immaterial. Futures contracts trade on
organized exchanges and, therefore, have minimal credit risk.

73
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS--(CONTINUED)

9. POLICY RESERVES POLICYHOLDERS' AND BENIFICIARIES' FUNDS AND OBLIGATIONS
RELATED TO SEPARATE ACCOUNTS

The Company' annuity reserves and deposit fund liabilities that are subject to
discretionary withdrawal, with and without adjustment, are summarized as
follows.

<TABLE>
<CAPTION>
DECEMBER 31, 1999 PERCENT
----------------- -------
(IN MILLIONS)
<S> <C> <C>
Subject to discretionary withdrawal (with
adjustment)
With market value adjustment . . . . . . . . . $3.8 0.1%
At book value less surrender charge 40.5 1.5
At market value . . . . . . . . . . . . . . . . 2,326.6 87.1
-------- -----
Total with adjustment. . . . . . . . . . . 2,370.9 88.7
Subject to discretionary withdrawal 287.1 10.7
at book value (without adjustment) . . . . .
Not subject to discretionary withdrawal--general
account. . . . . . . . . . . . . . . . . . . . 15.4 0.6
-------- -----
Total annuity reserves and deposit liabilities $2,673.4 100.0%
======== =====
</TABLE>

10. COMMITMENTS AND CONTINGENCIES

The Company has extended commitments to purchase long-term bonds and
issue real estate mortgages totaling $15.4 million and $3.5 million,
respectively, at December 31, 1999. The Company monitors the creditworthiness of
borrowers under long-term bonds commitments and requires collateral as deemed
necessary. If funded, loans related to real estate mortgages would be fully
collateralized by the related properties. The estimated fair value of the
commitments described above is $19.4 million at December 31, 1999. The majority
of these commitments expire in 2000.

In the normal course of its business operations, the Company is involved
with litigation from time to time with claimants, beneficiaries and others, and
a number of litigation matters were pending as of December 31, 1999. It is the
opinion of management, after consultation with counsel, that the ultimate
liability with respect to these claims, if any, will not materially affect the
financial position or results of operations of the Company.

During 1997, John Hancock entered into a court-approved settlement
relating to a class action lawsuit involving certain individual life insurance
policies sold from 1979 through 1996. In entering into the settlement, John
Hancock specifically denied any wrongdoing. During 1999, the Company recorded a
$194.9 million reserve, through a direct charge to its unassigned deficit,
representing the Company's share of the settlement and John Hancock contributed
$194.9 million of capital to the Company. The reserve held at December 31, 1999
amounted to $136.5 million and is based on a number of factors, including the
estimated number of claims, the expected type of relief to be sought by class
members (general relief or alternative dispute resolution), the estimated cost
per claim and the estimated costs to administer the claims.

Given the uncertainties associated with estimating the reserve, it is
reasonably possible that the final cost of the settlement could differ
materially from the amounts presently provided for by the Company. John Hancock
and the Company will continue to update their estimate of the final cost of the
settlement as claims are processed and more specific information is developed,
particularly as the actual cost of the claims subject to alternative dispute
resolution becomes available. However, based on information available at this
time, and the uncertainties associated with the final claim processing and
alternative dispute resolution, the range of any additional costs

<PAGE>

related to the settlement cannot be reasonably estimated. If the Company's
share of the settlement increases, John Hancock will contribute additional
capital to the Company so that the Company's total stockholder's equity would
not be impacted.

11. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and fair values of the
Company's financial instruments:

<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
---------------- -----------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ----- -------- -----
(IN MILLIONS)
<S> <C> <C> <C> <C>
ASSETS
Bonds--Note 6. . . . . . . . $1,216.3 $1,163.2 $1,185.8 $1,231.5
Preferred stocks--Note 6 . . 35.9 35.9 36.5 36.5
Common stocks--Note 6. . . . 3.2 3.2 3.1 3.1
Mortgage loans on real
estate--Note 6. . . . . . . 433.1 421.7 388.1 401.3
Policy loans--Note 1 . . . . 172.1 172.1 137.7 137.7
Cash items--Note 1 . . . . . 250.1 250.1 19.9 19.9

Derivatives assets
(liabilities) relating
to: --Note 8. . . . . . . .
Futures contracts. . . . . . 0.6 0.6 (0.5) (0.5)
Interest rate swaps. . . . . -- 11.5 -- (17.7)
Currency rate swaps. . . . . -- (1.6) -- (3.3)
Interest rate caps . . . . . 5.6 5.6 3.1 3.1

LIABILITIES
Commitments--Note 10 . . . . -- 19.4 -- 32.1

</TABLE>

The carrying amounts in the table are included in the statutory-basis
statements of financial position. The method and assumptions utilized by the
Company in estimating its fair value disclosures are described in Note 1.

12. SUBSEQUENT EVENTS

REORGANIZATION AND INITIAL PUBLIC OFFERING

Pursuant to a Plan of Reorganization approved by the policyholders of
John Hancock and the Commonwealth of Massachusetts Division of Insurance,
effective February 1, 2000, John Hancock converted from a mutual life insurance
company to a stock life insurance company (i.e., demutualized) and became a
wholly owned subsidiary of John Hancock Financial Services, Inc., which is a
holding company. In connection with the reorganization, John Hancock changed its
name to John Hancock Life Insurance Company. In addition, on February 1, 2000,
John Hancock Financial Services, Inc. completed its initial public offering and
102 million shares of common stock were issued at an initial public offering
price of $17 per share.

<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENT--(CONTINUED)

13. IMPACT OF YEAR 2000 (UNAUDITED)

The Company participated in the Year 2000 remediation project of its
parent, John Hancock. By late 1999, John Hancock and the Company completed their
Year 2000 readiness plan to address issues that could result from computer
programs written using two digits to define the applicable year rather than four
to define the applicable year and century. As a result, John Hancock and the
Company were prepared for the transition to the Year 2000 and did not experience
any significant Year 2000 problems with respect to mission critical information
technology ("IT") or non-IT systems, applications or infrastructure. During the
date rollover to the year 2000, John Hancock and the Company implemented and
monitored their millennium rollover plan and conducted business as usual on
Monday, January 3, 2000.

Since January 3, 2000, the information systems, including mission
critical systems, which in the event of a Year 2000 failure would have the
greatest impact on operations, have functioned properly. In addition, neither
John Hancock nor the Company have experienced any significant Year 2000 issues
related to interactions with material business partners. No disruptions have
occurred which impact John Hancock or the Company's ability to process claims,
update customer accounts, process financial transactions, or report accurate
data to management and no business interruptions due to Year 2000 issues have
been experienced. While John Hancock and the Company continue to monitor their
systems, and those of material business partners, closely to ensure that no
unexpected Year 2000 issues develop, neither John Hancock nor the Company have
reason to expect any such issues.

The costs of the Year 2000 project consist of internal IT personnel and
external costs such as consultants, programmers, replacement software, and
hardware. The costs of the Year 2000 project are expensed as incurred. The
project is funded partially through a reallocation of resources from
discretionary projects. Through December 31, 1999, John Hancock has incurred and
expensed approximately $20.8 million in related payroll costs for internal IT
personnel on the project. The estimated remaining IT personnel costs of the
project are approximately $1.0 million. Through December 31, 1999, John Hancock
has incurred and expensed approximately $47.0 million in external costs for the
project. John Hancock's estimated remaining external cost of the project is
approximately $2.0 million. The total costs of the Year 2000 project to John
Hancock, based on management's best estimates, include approximately $21.7
million in internal IT personnel, $14.6 million in the external modification of
software, $18.3 million for external solution providers, $9.1 million in
replacement costs of non-compliant IT systems and $6.9 million in oversight,
test facilities and other expenses. Accordingly, the estimated range of total
costs of the Year 2000 project to John Hancock, internal and external, is
approximately $70 to $72.5 million. John Hancock's total Year 2000 project costs
include the estimated impact of external solution providers based on presently
available information.

<PAGE>

APPENDIX A - DETAILS ABOUT OUR GUARANTEE PERIODS

INVESTMENTS THAT SUPPORT OUR GUARANTEE PERIODS

We back our obligations under the guarantee periods with JHVLICO's
general assets. Subject to applicable law, we have sole discretion over the
investment of our general assets (including those held in our "non-unitized"
separate account that primarily supports the guarantee periods). We invest these
amounts in compliance with applicable state insurance laws and regulations
concerning the nature and quality of our general investments.

We invest the non-unitized separate account assets, according to our
detailed investment policies and guidelines, in fixed income obligations,
including:

. corporate bonds,

. mortgages,

. mortgage-backed and asset-backed securities, and

. government and agency issues.

We invest primarily in domestic investment-grade securities. In
addition, we use derivative contracts only for hedging purposes, to reduce
ordinary business risks associated with changes in interest rates, and not for
speculating on future changes in the financial markets. Notwithstanding the
foregoing, we are not obligated to invest according to any particular strategy.

GUARANTEED INTEREST RATES

We declare the guaranteed rates from time to time as market conditions
and other factors dictate. We advise you of the guaranteed rate for a selected
guarantee period at the time we:

. receive your premium payment,

. effectuate your transfer, or

. renew your guarantee period

We have no specific formula for establishing the guaranteed rates for
the guarantee periods. The rates may be influenced by interest rates generally
available on the types of investments acquired with amounts allocated to the
guarantee period. In determining guarantee rates, we may also consider, among
other factors, the duration of the guarantee period, regulatory and tax
requirements, sales and administrative expenses we bear, risks we assume, our
profitability objectives, and general economic trends.

<PAGE>

COMPUTATION OF MARKET VALUE ADJUSTMENT

We determine the amount of the market value adjustment by multiplying
the amount being taken from the guarantee period (before any applicable
withdrawal charge) by a factor expressed by the following formula:

[LOGO APPEARS HERE]

where,

. G is the guaranteed rate in effect for the current guarantee period.

. C is the current guaranteed rate in effect for new guarantee periods
with duration equal to the number of years remaining in the current
guarantee period (rounded to the nearest whole number of years). If
we are not currently offering such a guarantee period, we will
declare a guarantee rate, solely for this purpose, consistent with
interest rates currently available.

. N is the number of complete months from the date of withdrawal to the
end of the current guarantee period. (If less than one complete
month remains, N equals one unless the withdrawal is made on the last
day of the guarantee period, in which case no adjustment applies.)

SAMPLE CALCULATION 1: POSITIVE ADJUSTMENT

<TABLE>
<CAPTION>
<S> <C>
Amount withdrawn or transferred $10,000
- -------------------------------------------------------------------------------
Guarantee period 7 years
- -------------------------------------------------------------------------------
Time of withdrawal or transfer beginning of 3rd year of guaranteed
period
- -------------------------------------------------------------------------------
Guaranteed rate (g) 8%
- -------------------------------------------------------------------------------
Guaranteed rate for new 5 year 7%
guarantee (c)
- -------------------------------------------------------------------------------
Remaining guarantee period (n) 60 months
- -------------------------------------------------------------------------------
</TABLE>

<PAGE>

MARKET VALUE ADJUSTMENT:

[LOGO APPEARS HERE]

Amount withdrawn or transferred (adjusted for market value adjustment): $10,000
+ $234.73 = $10,234.73

SAMPLE CALCULATION 2: NEGATIVE ADJUSTMENT

<TABLE>
<CAPTION>
<S> <C>
Amount withdrawn or transferred $10,000
- -------------------------------------------------------------------------------
Guarantee period 7 years
- -------------------------------------------------------------------------------
Time of withdrawal or transfer beginning of 3rd year of guaranteed
period
- -------------------------------------------------------------------------------
Guaranteed rate (g) 8%
- -------------------------------------------------------------------------------
Guaranteed rate for new 5 year 9%
guarantee (c)
- -------------------------------------------------------------------------------
Remaining guarantee period(n) 60 months
- -------------------------------------------------------------------------------
</TABLE>

MARKET VALUE ADJUSTMENT:

[LOGO APPEARS HERE]

Amount withdrawn or transferred (adjusted for market value adjustment): $10,000
- - 666.42 = $9,333.58

<PAGE>

SAMPLE CALCULATION 3: NEGATIVE ADJUSTMENT

<TABLE>
<CAPTION>
<S> <C>
Amount withdrawn or transferred $10,000
- -------------------------------------------------------------------------------
Guarantee period 7 years
- -------------------------------------------------------------------------------
Time of withdrawal or transfer beginning of 3rd year of guaranteed
period
- -------------------------------------------------------------------------------
Guaranteed rate (g) 8%
- -------------------------------------------------------------------------------
Guaranteed rate for new 5 year 7.75%
guarantee (c)
- -------------------------------------------------------------------------------
Remaining guarantee period(n) 60 months
- -------------------------------------------------------------------------------
</TABLE>

MARKET VALUE ADJUSTMENT:

[LOGO APPEARS HERE]

Amount withdrawn or transferred (adjusted for market value adjustment): $10,000
- - 114.94 = $9,885.06

________________________________________________________________________

*All interest rates shown have been arbitrarily chosen for purposes of these
examples. In most cases they will bear little or no relation to the rates we
are actually guaranteeing at any time.

<PAGE>

APPENDIX B - EXAMPLE OF WITHDRAWAL CHARGE CALCULATION

ASSUME THE FOLLOWING FACTS:

On January 1, 2001, you make a $5,000 initial premium payment and we issue you
a contract.
On January 1, 2002, you make a $1,000 premium payment
On January 1, 2003, you make a $1,000 premium payment.
On January 1, 2004, the total value of your contract is $7,500 because of
favorable investment earnings.

Now assume you make a partial withdrawal of $7,000 (no tax withholding) on
January 2, 2004. In this case, assuming no prior withdrawals, we would
deduct a CDSL of $289.36. We withdraw a total of $7,289.36 from your
contract.

$7,000.00 -- withdrawal request payable to you
+ 289.36 -- withdrawal charge payable to us
------------
$7,289.36 -- total amount withdrawn from your contract

HERE IS HOW WE DETERMINE THE WITHDRAWAL CHARGE:

1.We FIRST distribute to you the $500 profit you have in your contract ($7,500
total contract value less $7,000 of premiums you have paid) under the free
withdrawal provision.

2.Next we repay to you the $5,000 premium you paid in 2001 Under the free
withdrawal provision, $200 of that premium is charge free ($7,000 total
premiums paid x 10%; less the $500 free withdrawal in the same contract
year described in paragraph 1 above). We assess a withdrawal charge on the
remaining balance of $4,800 from your 2001 premium. Because you made that
premium payment 3 years ago, the withdrawal charge percentage is 4%. We
deduct the resulting $192 from your contract to cover the withdrawal charge
on your 2001 premium payment. We pay the remainder of $4,608 to you as a
part of your withdrawal request.

$5,000
- 200 -- free withdrawal amount (payable to you)
------
$4,800
x .04
------
$ 192 -- withdrawal charge on 2001 premium payment (payable to us)

$4,800
- 192
------
$4,608 -- part of withdrawal request payable to you

3.We NEXT deem the entire amount of your 2002 PREMIUM PAYMENT to be withdrawn
and we assess a withdrawal charge on that $1,000 amount. Because you made
this premium

<PAGE>

payment 2 years ago, the withdrawal charge percentage is 5%. We deduct the
resulting $50 from your contract to cover the withdrawal charge on your 2002
premium payment. We pay the remainder of $950 to you as a part of your
withdrawal request.

$1,000
x .05
-----
$50 -- withdrawal charge on 2002 premium payment (payable to us)

$1,000
- 50
----
$950 -- part of withdrawal request payable to you

4.We NEXT determine what additional amount we need to withdraw to provide you
with the total $7,000 you requested, after the deduction of the withdrawal
charge on that additional amount. We have already allocated $500 from
profits under paragraph 1 above, $200 of additional free withdrawal amount
under paragraph 2, $4,608 from your 2001 premium payment under paragraph 2,
and $950 from your 2003 premium payment under paragraph 3. Therefore, $742
is needed to reach $7,000.

$7,000 -- total withdrawal amount requested
- 500 -- profit
- 200 -- free withdrawal amount
-4,608 -- payment deemed from initial premium payment
- 950 -- payment deemed from 2002 premium payment
-----
$ 742 -- additional payment to you needed to reach $7,000

We know that the withdrawal charge percentage for this remaining amount is 6%,
because you are already deemed to have withdrawn all premiums you paid prior
to 2003. We use the following formula to determine how much more we need to
withdraw:

Remainder due to you = Withdrawal needed - [applicable withdrawal
charge percentage times withdrawal needed]

$742 = x - [.06x]
$742 = .94x
$742/.94 = x
$789.36 = x

$789.36 -- deemed withdrawn from 2003 premium payment
- $742.00 -- part of withdrawal request payable to you
---------
$ 47.36 -- withdrawal charge on 2003 premium deemed withdrawn (payable
to us)

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

REVOLUTION VALUE

DEFERRED COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS

FUNDED IN

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

___________________

This statement of additional information ("SAI"), dated May 1, 2000 is not a
prospectus. It is intended that this SAI be read in conjunction with the
prospectus of John Hancock Variable Annuity Account JF (the "Account") dated May
1, 2000, for the Contracts being offered. Terms used in this SAI that are not
otherwise defined herein have the same meanings given to them in the prospectus,
unless the context requires otherwise. A copy of the prospectus may be obtained
from the John Hancock Annuity Servicing Office, 529 Main Street, Charlestown,
Massachusetts 02129, telephone number 1-800-824-0335.

TABLE OF CONTENTS

_________________

<TABLE>
<CAPTION>
PAGE OF SAI
-----------
<S> <C>
Variations in Charges............................................. 2
Distribution...................................................... 2
Calculation of Performance Data .................................. 2
Calculation of Annuity Payments................................... 7
Additional Information About Determining Unit Values.............. 7
Purchases and Redemptions of Fund Shares.......................... 8
The Account....................................................... 8
Delay of Certain Payments.........................................
Liability for Telephone Transfers................................. 8
Voting Privileges................................................. 9
Financial Statements.............................................. 10
</TABLE>

<PAGE>

VARIATIONS IN CHARGES

In the future, we may allow a reduction in or the elimination of the
withdrawal charge, the charge for mortality and expense risks, the
administrative services charge, the annual contract fee, or the charge for any
rider. The affected contracts would involve sales to groups or classes of
individuals in a manner resulting in a reduction in the expenses associated with
the sale of such contracts and the benefits offered, or the costs associated
with administering or maintaining the contracts.

The entitlement to such a reduction in or elimination of charges and fees
will be determined by JHVLICO based upon factors such as the following: (1) the
size of the initial premium payment, (2) the size of the group or class, (3) the
total amount of premium payments expected to be received from the group or class
and the manner in which premium payments are remitted, (4) the nature of the
group or class for which the contracts are being purchased and the persistency
expected from that group or class as well as the mortality risks associated with
that group or class, (5) the purpose for which the contracts are being purchased
and whether that purpose makes it likely that costs and expenses will be
reduced, or (6) the level of commissions paid to selling broker-dealers or
certain financial institutions with respect to contracts within the same group
or class.

We will make any reduction in charges or fees according to our rules in
effect at the time an application for a contract is approved. We reserve the
right to change these rules from time to time. Any variation in charges or fees
will reflect differences in costs and services, will apply uniformly to all
prospective contract purchasers in the group or class, and will not be unfairly
discriminatory to the interests of any owner.

DISTRIBUTION

The distribution of the contracts through John Hancock Funds, Inc. ("JHFI")
is continuous. Pursuant to a marketing and distribution agreement between John
Hancock and JHFI, the amounts we paid JHFI under that agreement for such
services were as follows:

<TABLE>
<CAPTION>
YEAR AMOUNT PAID TO JHFI
---- -------------------
<S> <C>
1999 $6,338,774
1998 $4,860,290
1997 $2,697,629
</TABLE>

CALCULATION OF PERFORMANCE DATA

The Account may, from time to time, include in advertisements, sales
literature and reports to owners or prospective investors information relating
to the performance of its variable investment options. The performance
information that may be presented is not an estimate or a guarantee of future
investment performance, and does not represent the actual experience of amounts
invested by a particular owner. Set out below is a description of the methods
used in calculating the performance information for the variable investment
options.

AVERAGE ANNUAL TOTAL RETURN

The Account will calculate the average annual total return for each
variable investment option (other than the Money Market option), according to
the following formula prescribed by the SEC:

P x ( 1 + T ) n = ERV

where P = a hypothetical initial premium payment of $1,000

T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical
$1,000 premium payment, made at the beginning of
such period (or fractional portion thereof)

2
<PAGE>

Average annual total return is the annual compounded rate of return for a
variable investment option that would have produced the ending redeemable value
over the stated period if the performance remained constant throughout. The
calculation assumes a single $1,000 premium payment made into the variable
investment option at the beginning of the period and full redemption at the end
of the period. It reflects adjustments for all Trust and contract level charges
except any premium tax charge or charges for optional rider benefits described
in the prospectus. The annual contract fee has been included as an annual
percentage of assets.

On the basis described above, the following table shows the average total
return for each variable investment option for the periods ended December 31,
1999:

<TABLE>
<CAPTION>
AVERAGE ANNUALIZED TOTAL RETURNS
--------------------------------
VARIABLE INVESTMENT YEAR TO DATE 1 YEAR 5 YEAR 10 YEAR DATE OF
- ------------------- /**/ INCEPTION
OPTION/*/ /***/
- ------
<S> <C> <C> <C> <C> <C>
V.A. Sovereign
Investors............. -3.05% -3.05% N/A N/A 8/29/96
V.A. Core Equity...... 6.42% 6.42% N/A N/A 8/29/96
Aggressive Balanced .. N/A N/A N/A N/A 8/30/99
Fidelity VIP
Contrafund(R)......... 16.55% 16.55% N/A N/A 8/29/96
Equity Index.......... 13.53% 13.53% N/A N/A 8/29/96
Large Cap Value CORE.. N/A N/A N/A N/A 8/30/99
V.A. Financial
Industries............ -6.15% -6.15% N/A N/A 8/29/96
Large Cap Aggressive
Growth................ N/A N/A N/A N/A 8/30/99
Fidelity VIP Growth... 29.53% 29.53% N/A N/A 8/29/96
MFS Growth............ N/A N/A N/A N/A 5/3/99
Large/Mid Cap Value... N/A N/A N/A N/A 8/30/99
Mid Cap Blend......... N/A N/A N/A N/A 8/30/99
AIM V.I. Value........ 22.28% 22.28% N/A N/A 8/29/96
MFS Research.......... 16.55% 16.55% N/A N/A 8/29/96
AIM V.I. Growth....... 27.53% 27.53% N/A N/A 8/29/96
Fundamental Mid Cap
Growth................ N/A N/A N/A N/A 8/30/99
Small/Mid Cap Value... N/A N/A N/A N/A 8/30/99
Small/Mid Cap CORE.... 12.99% 12.99% N/A N/A 4/30/98
Small/Mid Cap Growth.. -1.84% -1.84% N/A N/A 8/29/96
Small Cap Growth...... 62.22% 62.22% N/A N/A 8/29/96
MFS New Discovery..... 71.31% 71.31% N/A N/A 4/30/98
Global Balanced....... -1.87% -1.87% N/A N/A 8/29/96
Templeton
International
Securities............ 15.68% 15.68% N/A N/A 5/21/97
International Equity.. N/A N/A N/A N/A 8/30/99
Fidelity VIP Overseas 34.58% 34.58% N/A N/A 8/29/96
Templeton Developing
Markets Securities.... 45.30% 45.30% N/A N/A 5/21/97
Short-Term Bond....... 1.68% 1.68% N/A N/A 8/29/96
Bond Index............ -3.77% -3.77% N/A N/A 4/30/98
V.A. Bond............. -1.76% -1.76% N/A N/A 8/29/96
V.A. Strategic Income 3.53% 3.53% N/A N/A 8/29/96
High Yield Bond....... 3.82% 3.82% N/A N/A 4/30/98
V.A. Money Market..... 3.40% 3.40% N/A N/A 8/29/96
V.A. Sovereign
Investors............. -3.05% -3.05% N/A N/A 8/29/96
V.A. Core Equity...... 6.42% 6.42% N/A N/A 8/29/96
Aggressive Balanced... N/A N/A N/A N/A 8/30/99
</TABLE>

3
<PAGE>

*
**
***

CURRENT AND EFFECTIVE YIELD FOR THE V.A. MONEY MARKET OPTION

The Account may calculate current yield and effective yield figures for the
V.A. Money Market option. The current yield of the V.A. Money Market option for
a seven-day period ("base period") will be computed by determining the "net
change in value" (calculated as set forth below) of a hypothetical owner account
having a balance of one unit at the beginning of the period, dividing the net
change in account value by the value of the account at the beginning of the base
period to obtain the base period return, and multiplying the base period return
by 365/7, with the resulting yield figure carried to the nearest hundredth of
one percent. Net changes in value of the hypothetical owner account will include
net investment income of that account (accrued daily dividends as declared by
the V.A. Money Market Fund, less daily expenses of the Account) for the period,
but will not include realized gains or losses or unrealized appreciation or
depreciation on the underlying V.A. Money Market Fund shares. The mortality and
expense risk charges, administration charge and contract fee are reflected, but
the withdrawal charge and any charge for premium taxes and optional benefits are
not.

The effective yield reflects the effects of compounding and represents an
annualization of the current return. The formula for effective yield, as
prescribed by the SEC, is:

Effective yield = (Base period return + 1)/(365/7) / - 1

For the 7-day period ending December 31, 1999, the V.A. Money Market
option's current yield at the Account level was 3.65 % and its effective yield
was 3.72%.

OTHER PERFORMANCE INFORMATION

You can compare performance information at the Account level to other
variable annuity separate accounts or other investment products surveyed by
Lipper Analytical Services, Inc., an independent service that monitors and ranks
the performance of investment companies.

We also use Ibottson and Associates, CDA Weisenberger, and F.C. Towers for
comparison purposes, as well as the Russell and Wilshire indexes. We may also
use performance rankings and ratings reported periodically in national financial
publications such as Money Magazine, Forbes, Business Week, The Wall Street
Journal, Micropal, Inc., Morningstar, Stanger's and Barron's. Such performance
figures are calculated in accordance with standardized methods established by
each reporting service.

CALCULATION OF ANNUITY PAYMENTS

CALCULATION OF ANNUITY UNITS

We use a measuring device called an "annuity unit" to help us compute the
amount of each monthly payment that is based on a variable investment option.
Each variable investment option has its own annuity unit with its own annuity
unit value.

The number of the contract's annuity units for each variable investment
option normally doesn't change while the payee continues to receive payments,
unless the payee makes a transfer from one variable investment option to
another. The amount of each monthly annuity payment based on a variable
investment option equals the number of the contract's annuity units in that
option times the value of one such unit as of the tenth day preceding the
payment's due date.

4
<PAGE>

To compute the amount of the first annuity payment that is based on any
variable investment option, we first determine the amount of your contract's
value that we will apply to that variable option. We do this as of 10 calendar
days prior to the date the initial monthly annuity payment is due, in the manner
described in the prospectus under "The annuity period - choosing fixed or
variable annuity payments."

For each variable investment option, we THEN divide:

the resulting value (minus any premium tax charge)

$1,000
-----------------------------------

and multiply the result by

the applicable annuity purchase rate set forth in the contract and reflecting

(1) the age and, possibly, sex of the payee and

(2) the assumed investment rate (discussed below)
---------------------------------------

This computation determines the amount of initial monthly variable annuity
payment to the annuitant from each variable investment option.

We then determine the number of annuity units to be credited to the contract
from each of such variable investment options by dividing:

the amount of the initial monthly variable annuity payment from that variable
annuity option

the annuity unit value of that variable investment option as of 10 calendar days
prior to the date the initial payment is due
----------------------------------------------------------

For example, assume that 10 days before the date of maturity, a contract
has credited to it 4000.000 accumulation units, each having a value of
$12.000000. Assume, further, that the appropriate annuity purchase rate in the
contract for an assumed investment rate of 3 1/2% is $5.47 per $1000 of proceeds
for the annuity option elected. The first monthly annuity payment would be
$262.56.

LOGO

5
<PAGE>

If the value of an annuity unit 10 days before the date of maturity was
$1.4000000, the number of annuity units represented by the first and subsequent
payments would be 187.543 ($262.56/$1.4000000). If the annuity unit value 10
days before the due date of the second monthly payment was $1.405000, the amount
of the second payment would be $263.50 (187.543 x $1.405000).

ANNUITY UNIT VALUES

The value of the annuity units varies from day to day, depending on the
investment performance of the variable investment option, the deductions made
against the variable investment option, and the assumed investment rate used in
computing the annuity unit values. Thus, the variable monthly annuity payments
vary in amount from month to month.

We calculate annuity unit value separately for each variable investment
option. As of the close of each business day, we calculate the value of one
annuity unit by:

(1) multiplying the immediately preceding annuity unit value by the sum of one
plus the applicable net investment rate for the period subsequent to such
preceding value and then

(2) multiplying this product by an adjustment factor to neutralize the assumed
investment rate used in determining the amounts of annuity payable. If
your contract has an assumed investment rate of 3 1/2 % per year, the
adjustment factor for a valuation period of one day would be 0.999905754.
We neutralize the assumed investment rate by applying the adjustment
factor so that the variable annuity payments will increase only if the
actual net investment rate of the variable investment option exceeds 3 1/2
% per year and will decrease only if is less than 3 1/2 % per year.

The amount of the initial variable monthly payment is determined on the
assumption that the actual net investment rate of each variable investment
option used in calculating the "net investment factor" (described below) will be
equal on an annual basis to the "assumed investment rate" (described under "The
annuity period - variable monthly annuity payments" in the prospectus). If the
actual net investment rate between the dates for determining two monthly annuity
payments is greater than the assumed investment rate, the latter monthly payment
will be larger in amount than the former. On the other hand, if the actual net
investment rate between the dates for determining two monthly annuity payments
is less than the assumed investment rate, the latter monthly payment will be
smaller in amount than the former.

MORTALITY TABLES

The mortality tables used as a basis for both variable and fixed annuity
purchase rates are the 1983a Mortality Tables, with projections of mortality
improvements and with certain age adjustments based on the contract year of
annuitization. The mortality table used in a Contract purchased in connection
with certain employer-related plans and used in all contracts issued in Montana
will be the Female Annuity Table of the 1983a Mortality Tables. The impact of
this change will be lower benefits (5% to 15%) from a male's viewpoint than
would otherwise be the case.

6
<PAGE>

ADDITIONAL INFORMATION ABOUT DETERMINING UNIT VALUES

The general manner in which we compute annuity unit values is discussed
above. Like annuity unit values, we calculate accumulation unit values
separately for each variable investment option. As of the close of each
business day, we calculate the value of one accumulation unit of a variable
investment option by multiplying the immediately preceding accumulation unit
value by the sum of one plus the applicable "net investment rate" for the period
subsequent to such preceding value. See "Net investment rate" below.

NET INVESTMENT RATE

For any period, the net investment rate for a variable investment option
equals:

(1) the percentage total investment return of the corresponding Fund for that
period (assuming reinvestment of all dividends and other distributions from
the Fund), less

(2) for each calendar day in the period, a deduction of 0.003425% of the value
of the variable investment option at the beginning of the period, and less

(3) a further adjustment in an appropriate amount if we ever elect to impose a
charge for our income taxes.

ADJUSTMENT OF UNITS AND VALUES

We reserve the right to change the number and value of the accumulation
units and/or annuity units credited to your contract, without notice, provided
that strict equity is preserved and the change does not otherwise affect the
benefits, provisions, or investment return of your contract.

HYPOTHETICAL EXAMPLES ILLUSTRATING THE CALCULATION OF ACCUMULATION UNIT VALUES
AND ANNUITY UNIT VALUES

Assume at the beginning of the period being considered, the value of a
particular variable investment option was $4,000,000. Investment income during
the period totaled $2,000, while capital gains were $3,000 and capital losses
were $1,000. Assume also that we are not imposing any tax charge. Charges
against the beginning value of the variable investment option amount to $137.00
assuming a one day period. The $137.00 was computed by multiplying the
beginning value of $4,000,000 by the factor 0.00003425. By substituting in the
first formula above, the net investment rate is equal to $3,863.00 ($2,000 +
$3,000 - $1,000 -$137.00) divided by $4,000,000 or 0.0009658.

Assume further that each accumulation unit had a value of $11.250000 on the
previous business day, and the value of an annuity unit on such previous date
was $1.0850000. Based upon the experience of the variable investment option
during the period, the value of an accumulation unit at the end of the period
would be $11.250000 x (1 + .0009658) or $11.260865. The value of an annuity
unit at the end of the period would be $1.0850000 x (1. + .0009658) x .999905754
or $1.085946. The final figure, .999905754, neutralizes the effect of a 3 1/2%
assumed investment rate so that the annuity unit's change in value reflects only
the actual investment experience of the variable investment option.

PURCHASES AND REDEMPTIONS OF FUND SHARES

JHVLICO purchases and redeems Fund shares for the Account at their net
asset value without any sales or redemption charges. Each available Fund issues
its own separate series of Fund shares. Each such series represents an interest
in one of the Funds of the Trusts, which corresponds to one of our variable
investment options. Any dividend or capital gains distributions received by the
Account will be reinvested in shares of that same Fund at their net asset value
as of the dates paid.

On each business day, the account purchases and redeems shares of each Fund
for each variable investment option based on, among other things, the amount of
premium payments allocated to that option, dividends

7
<PAGE>

reinvested, and transfers to, from and among investment options, all to be
effected as of that date. Such purchases and redemptions are effective at the
net asset value per Trust share for each fund determined on that same date.

THE ACCOUNT

In addition to the assets attributable to contracts, the Account includes
assets derived from charges made by and, possibly, funds contributed by JHVLICO
to commence operations of the variable investment option. From time to time
these additional amounts may be transferred in cash by us to our general
account. Before any such transfer, we will consider any possible adverse impact
transfer might have on any variable investment option. The assets of one
variable investment option are not necessarily legally insulated from
liabilities associated with another variable investment option.

DELAY OF CERTAIN PAYMENTS

Ordinarily, upon a surrender or partial withdrawal, we will pay the value
of any accumulation units in a single sum within 7 days after receipt of a
written request at our Annuity Servicing Office. However, redemption may be
suspended and payment may be postponed under the following conditions:

(1) when the New York Stock Exchange is closed, other than customary weekend
and holiday closings;

(2) when trading on that Exchange is restricted;

(3) when an emergency exists as a result of which (a) disposal of securities in
a variable investment option is not reasonably practicable or (b) it is not
reasonably practicable to determine the value of the net assets of a
variable investment option; or

(4) when a governmental body having jurisdiction over the Account by order
permits such suspension.

Rules and regulations of the SEC, if any are applicable, will govern as to
whether conditions in (2) or (3) exist.

We may defer for up to 15 days the payment of any amount attributable to a
premium payment made by check to allow the check reasonable time to clear.

We may also defer payment of surrender proceeds payable out of any
guarantee period for a period of up to 6 months.

LIABILITY FOR TELEPHONE TRANSFERS

If you authorize telephone transfers, you will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone or fax
instructions which we reasonably believe to be genuine, unless such loss,
expense or cost is the result of our mistake or negligence. We employ
procedures which provide safeguards against unauthorized transactions, and which
are reasonably designed to confirm that instructions received by telephone are
genuine. These procedures include:

. requiring personal identification,

. tape recording calls, and

. providing written confirmation to the owner.

If we do not employ reasonable procedures to confirm that instructions
communicated by telephone are genuine, we may be liable for any loss due to
unauthorized or fraudulent instructions.

8
<PAGE>

VOTING PRIVILEGES

Here's the formula we use to determine the number of Fund shares as to
which you may give instructions:

the total value of your accumulation units value in a variable investment option

divided by

the net asset value of 1 share of the corresponding Fund
--------------------------------------

At a shareholders' meeting, you may give instructions regarding:

. the election of the Board of Trustees,

. the ratification of the selection of independent auditors,

. the approval of the Trusts' investment management agreements,

. and other matters requiring a vote under the 1940 Act.

The annuitant or other payee will also be entitled to give voting
instructions with respect to the Fund shares corresponding to any variable
investment option under which variable annuity payments are then being made. We
determine the number of Fund shares for which the payee can give instructions by
dividing the actuarially determined present value of the payee's annuity units
that correspond to that Fund by the net asset value of one share of that Fund.

We will furnish you information and forms so that you may give voting
instructions.

We may own Fund shares that we do not hold in any separate account whose
participants are entitled to give voting instructions. We will vote such shares
in proportion to the instructions we receive from all variable annuity contract
and variable life insurance policy owners who give us instructions for that
Fund's shares (including owners who participate in separate accounts other than
the Account).

We have designed your voting privileges based upon our understanding of the
requirements of the federal securities laws. If the applicable laws,
regulations, or interpretations change to eliminate or restrict the need for
such voting privileges, we reserve the right to proceed in accordance with any
such revised requirements.

9
<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Contractowners of
John Hancock Variable Annuity Account JF of John Hancock Variable Life Insurance
Company

We have audited the accompanying statement of assets and liabilities of John
Hancock Variable Annuity Account JF (the Account) (comprising, respectively, the
V.A. Mid Cap Growth (formerly, Special Opportunities), V.A. Bond, V.A. Core
Equity (formerly, Independence Equity), V.A. Large Cap Growth, V.A. Large Cap
Value (formerly, Growth & Income), V.A. Financial Industries (formerly, Growth),
V.A. High Yield Bond, V.A. International, V.A. Regional Bank, V.A. Small Cap
Growth (formerly, Emerging Growth), V.A. Money Market, V.A. Strategic Income,
V.A. Sovereign Investors, V.A. 500 Index, Large Cap Growth, Fundamental Mid Cap
Growth, Aggressive Balanced, Emerging Markets, International Equity Index,
Global Equity, International Equity, Small Cap Growth, International Balanced,
Mid Cap Growth, Mid Cap Blend, Large Cap Value, Large Cap Value CORE, Large/Mid
Cap Value, Mid Cap Value, Small/Mid Cap Growth, Bond Index, Large Cap Aggressive
Growth, Small/Mid Cap CORE, Small/Mid Cap Value, Real Estate Equity, Managed,
Short-Term Bond, Small Cap Value, International Opportunities, Equity Index,
High Yield Bond, Global Bond, AIM V.I. Growth, AIM V.I. Value, MFS Growth
Series, MFS New Discovery Series, MFS Research Series, VIP II Contrafund, VIP
Growth, VIP Overseas Equity, Templeton International and Templeton Development
Market Subaccounts) as of December 31, 1999, the related statements of
operations and changes in net assets for each of the periods indicated therein.
These financial statements are the responsibility of the Account's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the respective
subaccounts constituting John Hancock Variable Annuity Account JF at December
31, 1999, the results of their operations for the period then ended and the
changes in their net assets for each of the periods indicated, in conformity
with accounting principles generally accepted in the United States.

ERNST & YOUNG LLP
Boston, Massachusetts
February 11, 2000

10
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1999

<TABLE>
<CAPTION>
V.A. V.A. V.A. V.A. V.A.
MID CAP V.A. CORE LARGE CAP LARGE CAP FINANCIAL
GROWTH BOND EQUITY GROWTH VALUE INDUSTRIES
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ---------- ----------- ----------- ----------- -------------
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash............................................. $ 632 $ 1,322 $ 5,906 $ 2,253 $ 4,389 $ 5,916
Investment in shares of portfolios of:
Declaration Trust, at value..................... 2,767,667 5,645,935 25,649,360 10,104,702 19,356,319 25,732,605
Variable Series Trust I, at value............... -- -- -- -- -- --
MFS Trust, at value............................. -- -- -- -- -- --
AIM Trust, at value............................. -- -- -- -- -- --
Fidelity Trust, at value........................ -- -- -- -- -- --
Templeton Trust, at value....................... -- -- -- -- -- --
Policy loans and accrued interest receivable..... -- -- -- -- -- --
Receivable from:
Declaration Trust............................... 92 8,981 23,981 763 1,561 25,275
Variable Series Trust I......................... -- -- -- -- -- --
MFS Trust....................................... -- -- -- -- -- --
AIM Trust....................................... -- -- -- -- -- --
Fidelity Trust.................................. -- -- -- -- -- --
Templeton Trust................................. -- -- -- -- -- --
---------- ---------- ----------- ----------- ----------- -----------
Total assets..................................... 2,768,391 5,656,238 25,679,247 10,107,718 19,362,269 25,763,796
LIABILITIES
Payable to John Hancock Variable Life Insurance
Company......................................... -- 8,793 23,135 439 925 23,556
Asset charges payable............................ 724 1,510 6,752 2,576 5,025 7,635
---------- ---------- ----------- ----------- ----------- -----------
Total liabilities................................ 724 10,303 29,887 3,015 5,950 31,191
---------- ---------- ----------- ----------- ----------- -----------
Net assets....................................... $2,767,667 $5,645,935 $25,649,360 $10,104,703 $19,356,319 $25,732,605
========== ========== =========== =========== =========== ===========
</TABLE>

See accompanying notes.

11
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999

<TABLE>
<CAPTION>
V.A. V.A. V.A.
HIGH YIELD V.A. REGIONAL SMALL CAP V.A.
BOND INTERNATIONAL BANK GROWTH MONEY MARKET
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ------------- ----------- ---------- --------------
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash.................................................... $ 734 $ 737 $ 2,650 $ 2,201 $ 1,694
Investment in shares of portfolios of:
Declaration Trust, at value............................ 3,072,053 3,219,479 11,697,860 9,894,704 12,976,232
Variable Series Trust I, at value...................... -- -- -- -- --
MFS Trust, at value.................................... -- -- -- -- --
AIM Trust, at value.................................... -- -- -- -- --
Fidelity Trust, at value............................... -- -- -- -- --
Templeton Trust, at value.............................. -- -- -- -- --
Policy loans and accrued interest receivable............ -- -- -- -- --
Receivable from:
Declaration Trust...................................... 104 109 490 1,619 6,004
Variable Series Trust I................................ -- -- -- -- --
MFS Trust.............................................. -- -- -- -- --
AIM Trust.............................................. -- -- -- -- --
Fidelity Trust......................................... -- -- -- -- --
Templeton Trust........................................ -- -- -- -- --
---------- ---------- ----------- ---------- -----------
Total assets............................................ 3,072,891 3,220,325 11,701,000 9,898,524 12,983,930
LIABILITIES
Payable to John Hancock Variable Life Insurance
Company................................................ -- -- 108 1,297 6,004
Asset charges payable................................... 838 847 3,032 2,524 1,694
---------- ---------- ----------- ---------- -----------
Total liabilities....................................... 838 847 3,140 3,821 7,698
---------- ---------- ----------- ---------- -----------
Net assets.............................................. $3,072,053 $3,219,478 $11,697,860 $9,894,703 $12,976,232
========== ========== =========== ========== ===========
</TABLE>

See accompanying notes.

12
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999

<TABLE>
<CAPTION>
V.A. V.A. FUNDAMENTAL
STRATEGIC SOVEREIGN V.A. LARGE CAP MID CAP AGGRESSIVE
INCOME INVESTORS 500 INDEX GROWTH GROWTH BALANCED
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ----------- ----------- ---------- ----------- ------------
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash..................................................... $ 2,044 $ 6,476 $ 4,692 $ 306 $ 123 $ 10
Investment in shares of portfolios of:
Declaration Trust, at value............................ 8,651,568 28,470,862 20,326,937 --
Variable Series Trust I, at value...................... -- -- -- 1,376,374 568,178 40,903
MFS Trust, at value.................................... -- -- -- -- -- --
AIM Trust, at value.................................... -- -- -- -- -- --
Fidelity Trust, at value............................... -- -- -- -- -- --
Templeton Trust, at value.............................. -- -- -- -- -- --
Policy loans and accrued interest receivable............. -- -- -- -- -- --
Receivable from:
Declaration Trust...................................... 6,145 10,622 2,272 -- -- --
Variable Series Trust I................................ -- -- -- 44 2,750 1
MFS Trust.............................................. -- -- -- -- -- --
AIM Trust.............................................. -- -- -- -- -- --
Fidelity Trust......................................... -- -- -- -- -- --
Templeton Trust........................................ -- -- -- -- -- --
---------- ----------- ----------- ---------- -------- -------
Total assets............................................. 8,659,757 28,487,960 20,333,901 1,376,724 571,051 40,914
LIABILITIES
Payable to John Hancock Variable Life Insurance Company.. 5,852 9,694 1,598 -- 2,731 --
Asset charges payable.................................... 2,336 7,404 5,366 350 142 11
---------- ----------- ----------- ---------- -------- -------
Total liabilities........................................ 8,188 17,098 6,964 350 2,873 11
---------- ----------- ----------- ---------- -------- -------
Net assets............................................... $8,651,569 $28,470,862 $20,326,937 $1,376,374 $568,178 $40,903
========== =========== =========== ========== ======== =======
</TABLE>

See accompanying notes.

13
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999

<TABLE>
<CAPTION>
EMERGING INTERNATIONAL GLOBAL INTERNATIONAL SMALL CAP INTERNATIONAL
MARKETS EQUITY INDEX EQUITY EQUITY GROWTH BALANCED
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ------------- ---------- ------------- ---------- ---------------
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash....................................... $ 35 $ 55 $ 72 $ 30 $ 270 $ 30
Investment in shares of portfolios of:
Declaration Trust, at value............... -- --
Variable Series Trust I, at value......... 150,457 236,153 313,790 134,099 1,261,171 136,681
MFS Trust, at value....................... -- -- -- -- -- --
AIM Trust, at value....................... -- -- -- -- -- --
Fidelity Trust, at value.................. -- -- -- -- -- --
Templeton Trust, at value................. -- -- -- -- -- --
Policy loans and accrued interest
receivable................................ -- -- -- -- -- --
Receivable from:
Declaration Trust......................... -- -- -- -- -- --
Variable Series Trust I................... 5 1,200 10 5 12,970 5
MFS Trust................................. -- -- -- -- -- --
AIM Trust................................. -- -- -- -- -- --
Fidelity Trust............................ -- -- -- -- -- --
Templeton Trust........................... -- -- -- -- -- --
-------- -------- -------- -------- ---------- --------
Total assets............................... 150,497 237,408 313,872 134,134 1,274,411 136,716
LIABILITIES
Payable to John Hancock Variable Life
Insurance Company......................... -- 1,192 -- -- 12,928 --
Asset charges payable...................... 40 63 83 35 312 35
-------- -------- -------- -------- ---------- --------
Total liabilities.......................... 40 1,255 83 35 13,240 35
-------- -------- -------- -------- ---------- --------
Net assets................................. $150,457 $236,153 $313,789 $134,099 $1,261,171 $136,681
======== ======== ======== ======== ========== ========
</TABLE>

See accompanying notes.

14
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999

<TABLE>
<CAPTION>
MID CAP MID CAP LARGE CAP LARGE CAP LARGE/MID CAP
GROWTH BLEND VALUE VALUE CORE VALUE MID CAP VALUE
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ---------- ---------- ---------- ------------- ---------------
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash............................................... $ 874 $ 5 $ 318 $ 214 $ 122 $ 146
Investment in shares of portfolios of:
Declaration Trust, at value....................... -- -- -- -- -- --
Variable Series Trust I, at value................. 3,840,957 18,834 1,411,991 954,016 676,856 666,936
MFS Trust, at value............................... -- -- -- -- -- --
AIM Trust, at value............................... -- -- -- -- -- --
Fidelity Trust, at value.......................... -- -- -- -- -- --
Templeton Trust, at value......................... -- -- -- -- -- --
Policy loans and accrued interest receivable....... -- -- -- -- -- --
Receivable from:
Declaration Trust................................. -- -- -- -- -- --
Variable Series Trust I........................... 126 2,750 46 11,108 42,247 21
MFS Trust......................................... -- -- -- -- -- --
AIM Trust......................................... -- -- -- -- -- --
Fidelity Trust.................................... -- -- -- -- -- --
Templeton Trust................................... -- -- -- -- -- --
---------- ------- ---------- -------- -------- --------
Total assets....................................... 3,841,957 21,589 1,412,355 965,338 719,225 667,103
LIABILITIES
Payable to John Hancock Variable Life Insurance
Company........................................... -- 2,749 -- 11,076 42,225 --
Asset charges payable.............................. 1,000 6 364 247 144 167
---------- ------- ---------- -------- -------- --------
Total liabilities.................................. 1,000 2,755 364 11,323 42,369 167
---------- ------- ---------- -------- -------- --------
Net assets......................................... $3,840,957 $18,834 $1,411,991 $954,015 $676,856 $666,936
========== ======= ========== ======== ======== ========
</TABLE>

See accompanying notes.

15
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999

<TABLE>
<CAPTION>
LARGE CAP
SMALL/MID AGGRESSIVE SMALL/MID CAP SMALL/MID CAP REAL ESTATE
CAP GROWTH BOND INDEX GROWTH CORE VALUE EQUITY
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
----------- ---------- ---------- ------------- ------------- -------------
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash...................................... $ 60 $ 186 $ 468 $ 74 $ 29 $ 28
Investment in shares of portfolios of:
Declaration Trust, at value.............. -- -- -- -- -- --
Variable Series Trust I, at value........ 280,442 768,616 2,134,870 338,506 171,548 136,687
MFS Trust, at value...................... -- -- -- -- -- --
AIM Trust, at value...................... -- -- -- -- -- --
Fidelity Trust, at value................. -- -- -- -- -- --
Templeton Trust, at value................ -- -- -- -- -- --
Policy loans and accrued interest
receivable............................... -- -- -- -- -- --
Receivable from:
Declaration Trust........................ -- -- -- -- -- --
Variable Series Trust I.................. 10 690 73 11 40,560 4
MFS Trust................................ -- -- -- -- -- --
AIM Trust................................ -- -- -- -- -- --
Fidelity Trust........................... -- -- -- -- -- --
Templeton Trust.......................... -- -- -- -- -- --
-------- -------- ---------- -------- -------- --------
Total assets.............................. 280,512 769,492 2,135,411 338,591 212,137 136,719
LIABILITIES
Payable to John Hancock Variable Life
Insurance Company........................ -- 664 -- -- 40,556 --
Asset charges payable..................... 70 212 540 85 33 32
-------- -------- ---------- -------- -------- --------
Total liabilities......................... 70 876 540 85 40,589 32
-------- -------- ---------- -------- -------- --------
Net assets................................ $280,442 $768,616 $2,134,871 $338,506 $171,548 $136,687
======== ======== ========== ======== ======== ========
</TABLE>

See accompanying notes.

16
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999

<TABLE>
<CAPTION>
SHORT-TERM SMALL CAP INTERNATIONAL HIGH YIELD
MANAGED BOND VALUE OPPORTUNITIES EQUITY INDEX BOND
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ---------- ---------- ------------- ------------ ------------
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash............................... $ 65 $ 68 $ 35 $ 79 $ 847 $ 139
Investment in shares
of portfolios of:
Declaration Trust, at
value............................. -- -- -- -- -- --
Variable Series Trust
I, at value...................... 273,950 294,799 150,824 352,129 3,779,733 646,586
MFS Trust, at value............... -- -- -- -- -- --
AIM Trust, at value............... -- -- -- -- -- --
Fidelity Trust, at
value............................ -- -- -- -- -- --
Templeton Trust, at
value............................ -- -- -- -- -- --
Policy loans and
accrued interest
receivable........................ -- -- -- -- -- --
Receivable from:
Declaration Trust................. -- -- -- -- -- --
Variable Series Trust
I................................ 9 10 800 12 7,601 22
MFS Trust......................... -- -- -- -- -- --
AIM Trust......................... -- -- -- -- -- --
Fidelity Trust.................... -- -- -- -- -- --
Templeton Trust................... -- -- -- -- -- --
-------- -------- -------- -------- ---------- --------
Total assets....................... 274,024 294,877 151,659 352,220 3,788,181 646,747
LIABILITIES
Payable to John
Hancock Variable Life
Insurance Company................. -- -- 795 -- 7,477 --
Asset charges payable.............. 74 77 40 91 971 161
-------- -------- -------- -------- ---------- --------
Total liabilities.................. 74 77 835 91 8,448 161
-------- -------- -------- -------- ---------- --------
Net assets......................... $273,950 $294,800 $150,824 $352,129 $3,779,733 $646,586
======== ======== ======== ======== ========== ========
</TABLE>

See accompanying notes.

17
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999

<TABLE>
<CAPTION>
MFS MFS
AIM V.I. AIM V.I. MFS NEW DISCOVERY RESEARCH
GLOBAL BOND GROWTH VALUE GROWTH SERIES SERIES SERIES
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
----------- ---------- ---------- ------------- ------------- ------------
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash.............................. $ 21 $ 274 $ 794 $ 443 $ 121 $ 182
Investment in shares
of portfolios of:
Declaration Trust, at
value............................ -- -- -- -- -- --
Variable Series Trust
I, at value..................... 85,308 -- -- -- -- --
MFS Trust, at value.............. -- -- -- 1,955,143 557,868 871,024
AIM Trust, at value.............. -- 1,210,658 3,503,347 -- -- --
Fidelity Trust, at
value........................... -- -- -- -- -- --
Templeton Trust, at
value........................... -- -- -- -- -- --
Policy loans and
accrued interest
receivable....................... -- -- -- -- -- --
Receivable from:
Declaration Trust................ -- -- -- -- -- --
Variable Series Trust
I............................... 3 -- -- -- -- --
MFS Trust........................ -- -- -- 5,586 8,092 30
AIM Trust........................ -- 21,030 34,065 -- -- --
Fidelity Trust................... -- -- -- -- -- --
Templeton Trust.................. -- -- -- -- -- --
------- ---------- ---------- ---------- -------- --------
Total assets...................... 85,332 1,231,962 3,538,206 1,961,172 566,081 871,236
LIABILITIES
Payable to John
Hancock Variable Life
Insurance Company................ -- 20,989 33,946 5,520 8,074 --
Asset charges payable............. 23 315 913 509 139 212
------- ---------- ---------- ---------- -------- --------
Total liabilities................. 23 21,304 34,859 6,029 8,213 212
------- ---------- ---------- ---------- -------- --------
Net assets........................ $85,309 $1,210,658 $3,503,347 $1,955,143 $557,868 $871,024
======= ========== ========== ========== ======== ========
</TABLE>

See accompanying notes.

18
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1999

<TABLE>
<CAPTION>
TEMPLETON
VIP II VIP OVERSEAS TEMPLETON DEVELOPMENT
CONTRAFUND VIP GROWTH EQUITY INTERNATIONAL MARKET
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ---------- ------------ ------------- -------------
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash.................................. $ 622 $ 528 $ 79 $ 68 $ 31
Investment in shares
of portfolios of:
Declaration Trust, at
value................................ -- -- -- -- --
Variable Series Trust
I, at value......................... -- -- -- -- --
MFS Trust, at value.................. -- -- -- -- --
AIM Trust, at value.................. -- -- -- -- --
Fidelity Trust, at
value............................... 2,760,551 2,469,000 380,985 -- --
Templeton Trust, at
value............................... -- -- -- 331,434 162,860
Policy loans and
accrued interest
receivable........................... -- -- -- -- --
Receivable from:
Declaration Trust.................... -- -- -- -- --
Variable Series Trust
I................................... -- -- -- -- --
MFS Trust............................ -- -- -- -- --
AIM Trust............................ -- -- -- -- --
Fidelity Trust....................... 26,296 48,716 33,800 -- --
Templeton Trust...................... -- -- -- 33,817 27,040
---------- ---------- -------- -------- --------
Total assets.......................... 2,787,469 2,518,244 414,864 365,319 189,931
LIABILITIES
Payable to John
Hancock Variable Life
Insurance
Company.............................. 26,203 48,633 33,788 33,807 27,035
Asset charges payable................. 715 611 91 78 35
---------- ---------- -------- -------- --------
Total liabilities..................... 26,918 49,244 33,879 33,885 27,070
---------- ---------- -------- -------- --------
Net assets............................ $2,760,551 $2,469,000 $380,985 $331,434 $162,861
========== ========== ======== ======== ========
</TABLE>

See accompanying notes.

19
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF OPERATIONS

PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
V.A. V.A. V.A. V.A. V.A.
MID CAP V.A. CORE LARGE CAP LARGE CAP FINANCIAL
GROWTH BOND EQUITY GROWTH VALUE INDUSTRIES
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ---------- ---------- ---------- ---------- ------------
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distribution received
from:
Declaration Trust................... $ 2,370 $ 333,753 $ 611,016 $ 227,388 $ 769,869 $ 285,431
Variable Series Trust
I.................................. -- -- -- -- -- --
MFS Trust........................... -- -- -- -- -- --
AIM Trust........................... -- -- -- -- -- --
Fidelity Trust...................... -- -- -- -- -- --
Templeton Trust..................... -- -- -- -- -- --
Interest income on
policy loans....................... -- -- -- -- -- --
-------- --------- ---------- ---------- ---------- ---------
Total investment
income.............................. 2,370 333,753 611,016 227,388 769,869 285,431
Expenses:
Mortality and expense
risks.............................. 15,709 63,417 249,299 88,635 151,115 327,161
-------- --------- ---------- ---------- ---------- ---------
Net investment income
(loss).............................. (13,339) 270,336 361,717 138,753 618,754 (41,730)
Net realized and
unrealized gain
(loss) on
investments:
Net realized gain
(loss)............................. 27,455 (62,203) 648,748 391,024 356,295 890,410
Net unrealized
appreciation
(depreciation)
during the period.................. 796,182 (292,585) 1,391,748 814,057 5,545,194 (910,165)
-------- --------- ---------- ---------- ---------- ---------
Net realized and
unrealized gain
(loss) on investments............... 823,637 (354,788) 2,040,496 1,205,081 5,901,489 (19,755)
-------- --------- ---------- ---------- ---------- ---------
Net increase
(decrease) in net
assets resulting from
operations.......................... $810,298 $ (84,452) $2,402,213 $1,343,834 $6,520,243 $ (61,485)
======== ========= ========== ========== ========== =========
</TABLE>

See accompanying notes.

20
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF OPERATIONS (CONTINUED)

PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
V.A. V.A.
HIGH YIELD V.A. V.A. SMALL CAP V.A.
BOND INTERNATIONAL REGIONAL BANK GROWTH MONEY MARKET
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ------------- ------------- ---------- -------------
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income:
Distribution received from:
Declaration Trust.......................................... $ 341,866 $106,518 $ 360,386 $ 208,606 $482,234
Variable Series Trust I.................................... -- -- -- -- --
MFS Trust.................................................. -- -- -- -- --
AIM Trust.................................................. -- -- -- -- --
Fidelity Trust............................................. -- -- -- -- --
Templeton Trust............................................ -- -- -- -- --
Interest income on policy loans............................ -- -- -- --
--------- -------- --------- ---------- --------
Total investment income..................................... 341,866 106,518 360,386 208,606 482,234
Expenses:
Mortality and expense risks................................ 37,690 30,454 147,051 61,777 127,619
--------- -------- --------- ---------- --------
Net investment income....................................... 304,176 76,064 213,335 146,829 354,615
Net realized and unrealized gain (loss) on investments:
Net realized gain (loss)................................... (220,977) 60,660 (193,751) 216,562 --
Net unrealized appreciation (depreciation) during the
period.................................................... 259,888 580,016 (772,652) 3,051,045 --
--------- -------- --------- ---------- --------
Net realized and unrealized gain (loss) on investments...... 38,911 640,676 (966,403) 3,267,607 --
--------- -------- --------- ---------- --------
Net increase (decrease) in net assets resulting from
operations................................................. $ 343,087 $716,740 $(753,068) $3,414,436 $354,615
========= ======== ========= ========== ========
</TABLE>

_________
* For the period from September 1, 1999 (commencement of operations) to December
31, 1999.

See accompanying notes.

21
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF OPERATIONS (CONTINUED)

PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
V.A. V.A. FUNDAMENTAL
STRATEGIC SOVEREIGN V.A. 500 LARGE CAP MID CAP AGGRESSIVE
INCOME INVESTORS INDEX GROWTH GROWTH BALANCED
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT*
---------- ---------- ---------- ---------- ----------- -------------
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distribution received
from:
Declaration Trust.............. $ 660,306 $389,072 $ 322,117 -- -- --
Variable Series Trust
I............................. -- -- -- $210,989 $24,995 $ 252
MFS Trust...................... -- -- -- -- -- --
AIM Trust...................... -- -- -- -- -- --
Fidelity Trust................. -- -- -- -- -- --
Templeton Trust................ -- -- -- -- -- --
Interest income on
policy loans.................. -- -- -- -- -- --
--------- -------- ---------- -------- ------- ------
Total investment
income......................... 660,306 389,072 322,117 210,989 24,995 252
Expenses:
Mortality and expense
risks......................... 102,373 297,771 220,420 6,172 472 86
--------- -------- ---------- -------- ------- ------
Net investment income........... 557,933 91,301 101,697 204,817 24,523 166
Net realized and
unrealized gain
(loss) on
investments:
Net realized gain
(loss)........................ (183,540) 574,386 912,346 4,064 636 449
Net unrealized
appreciation
(depreciation)
during the period............. (98,330) (54,923) 2,176,646 (39,265) 59,548 1,348
--------- -------- ---------- -------- ------- ------
Net realized and
unrealized gain
(loss) on investments.......... (281,870) 519,463 3,088,992 (35,201) 60,184 1,797
--------- -------- ---------- -------- ------- ------
Net increase in net
assets resulting from
operations..................... $ 276,063 $610,764 $3,190,689 $169,616 $84,707 $1,963
========= ======== ========== ======== ======= ======
</TABLE>

_________
* For the period from September 1, 1999 (commencement of operations) to December
31, 1999.

See accompanying notes.

22
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF OPERATIONS (CONTINUED)

PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
EMERGING INTERNATIONAL INTERNATIONAL SMALL CAP INTERNATIONAL
MARKETS EQUITY INDEX GLOBAL EQUITY EQUITY GROWTH BALANCED
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT* SUBACCOUNT SUBACCOUNT
---------- ------------- ------------- ------------- ---------- ---------------
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distribution received from:
Declaration Trust......................... -- -- -- -- -- --
Variable Series Trust I................... $ 5,048 $ 5,905 $ 1,574 $ 1,689 $112,685 $ 8,211
MFS Trust................................. -- -- -- -- -- --
AIM Trust................................. -- -- -- -- -- --
Fidelity Trust............................ -- -- -- -- -- --
Templeton Trust........................... -- -- -- -- -- --
Interest income on policy loans........... -- -- -- -- -- --
------- ------- ------- ------- -------- -------
Total investment income.................... 5,048 5,905 1,574 1,689 112,685 8,211
Expenses:
Mortality and expense risks............... 315 1,218 1,619 155 1,257 415
------- ------- ------- ------- -------- -------
Net investment income (loss)............... 4,733 4,687 (45) 1,534 111,428 7,796
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss).................. 137 10,810 1,834 563 15,156 (172)
Net unrealized appreciation (depreciation)
during the period........................ 34,601 32,774 42,662 8,780 62,053 (1,162)
------- ------- ------- ------- -------- -------
Net realized and unrealized gain (loss) on
investments............................... 34,738 43,584 44,496 9,343 77,209 (1,334)
------- ------- ------- ------- -------- -------
Net increase in net assets resulting from
operations................................ $39,471 $48,271 $44,451 $10,877 $188,637 $ 6,462
======= ======= ======= ======= ======== =======
</TABLE>

_________
* For the period from September 1, 1999 (commencement of operations) to December
31, 1999.

See accompanying notes.

23
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF OPERATIONS (CONTINUED)

PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
MID CAP LARGE CAP LARGE CAP LARGE/MID CAP
GROWTH MID CAP BLEND VALUE VALUE CORE VALUE MID CAP VALUE
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT* SUBACCOUNT SUBACCOUNT
---------- ------------- ---------- ----------- ------------- ---------------
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distribution received from:
Declaration Trust................... $ -- $ -- $ -- $ -- $ -- $ --
Variable Series Trust I............. 393,251 284 86,271 13,222 1,969 1,813
MFS Trust........................... -- -- -- -- -- --
AIM Trust........................... -- -- -- -- -- --
Fidelity Trust...................... -- -- -- -- -- --
Templeton Trust..................... -- -- -- -- -- --
Interest income on policy
loans.............................. -- -- -- -- -- --
---------- ------ --------- ------- ------ -------
Total investment income.............. 393,251 284 86,271 13,222 1,969 1,813
Expenses:
Mortality and expense risks......... 14,140 15 8,968 1,247 646 3,737
---------- ------ --------- ------- ------ -------
Net investment income (loss)......... 379,111 269 77,303 11,975 1,323 (1,924)
Net realized and unrealized gain
(loss) on investments:
Net realized gain................... 68,369 145 8,864 4,424 477 1,115
Net unrealized appreciation
(depreciation) during the
period............................. 1,028,929 913 (150,220) (3,993) 5,762 22,563
---------- ------ --------- ------- ------ -------
Net realized and unrealized gain
(loss) on investments............... 1,097,298 1,058 (141,356) 431 6,239 23,678
---------- ------ --------- ------- ------ -------
Net increase (decrease) in net assets
resulting from operations........... $1,476,409 $1,327 $ (64,053) $12,406 $7,562 $21,754
========== ====== ========= ======= ====== =======
</TABLE>

_________
* For the period from September 1, 1999 (commencement of operations) to December
31, 1999.

See accompanying notes.

24
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF OPERATIONS (CONTINUED)

PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
LARGE CAP
SMALL/MID CAP AGGRESSIVE SMALL/MID CAP SMALL/MID CAP REAL ESTATE
GROWTH BOND INDEX GROWTH CORE VALUE EQUITY
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT* SUBACCOUNT
------------- ---------- ---------- ------------- ------------- -------------
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distribution received from:
Declaration Trust..................... -- -- -- -- -- --
Variable Series Trust I............... $ 39,124 $ 13,406 $ 9,734 $27,853 $3,819 $ 4,911
MFS Trust............................. -- -- -- -- -- --
AIM Trust............................. -- -- -- -- -- --
Fidelity Trust........................ -- -- -- -- -- --
Templeton Trust....................... -- -- -- -- -- --
Interest income on policy loans....... -- -- -- -- -- --
-------- -------- -------- ------- ------ --------
Total investment income................ 39,124 13,406 9,734 27,853 3,819 4,911
Expenses:
Mortality and expense risks........... 316 2,233 2,799 892 143 800
-------- -------- -------- ------- ------ --------
Net investment income.................. 38,808 11,173 6,935 26,961 3,676 4,111
Net realized and unrealized gain (loss)
on investments:
Net realized gain (loss).............. 279 (4,107) 5,479 515 380 (394)
Net unrealized appreciation
(depreciation) during the
period............................... (22,291) (13,446) 150,635 11,983 3,248 (11,928)
-------- -------- -------- ------- ------ --------
Net realized and unrealized gain (loss)
on investments........................ (22,012) (17,553) 156,114 12,498 3,628 (12,322)
-------- -------- -------- ------- ------ --------
Net increase (decrease) in net assets
resulting from operations............. $ 16,796 $ (6,380) $163,049 $39,459 $7,304 $ (8,211)
======== ======== ======== ======= ====== ========
</TABLE>

_________
* For the period from September 1, 1999 (commencement of operations) to December
31, 1999.

See accompanying notes.

25
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF OPERATIONS (CONTINUED)

PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
SHORT-TERM SMALL CAP INTERNATIONAL HIGH-YIELD
MANAGED BOND VALUE OPPORTUNITIES EQUITY INDEX BOND
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ---------- ---------- ------------- ------------ ------------
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distribution received from:
Declaration Trust................................ -- -- -- -- -- --
Variable Series Trust I.......................... $ 22,040 $ 5,200 $ 3,298 $22,308 $119,072 $10,879
MFS Trust........................................ -- -- -- -- -- --
AIM Trust........................................ -- -- -- -- -- --
Fidelity Trust................................... -- -- -- -- -- --
Templeton Trust.................................. -- -- -- -- -- --
Interest income on
policy loans.................................... -- -- -- -- -- --
-------- ------- ------- ------- -------- -------
Total investment income........................... 22,040 5,200 3,298 22,308 119,072 10,879
Expenses:
Mortality and expense risks...................... 1,359 819 737 1,694 11,489 1,470
-------- ------- ------- ------- -------- -------
Net investment income............................. 20,681 4,381 2,561 20,614 107,583 9,409
Net realized and unrealized gain (loss) on
investments:
Net realized gain
(loss).......................................... 69 (1,136) 398 1,016 11,982 (4,223)
Net unrealized appreciation (depreciation)
during the period............................... (7,818) (1,509) (5,441) 54,814 162,297 2,983
-------- ------- ------- ------- -------- -------
Net realized and unrealized gain
(loss) on investments............................ (7,749) (2,645) (5,043) 55,830 174,279 (1,240)
-------- ------- ------- ------- -------- -------
Net increase (decrease) in net assets resulting
from operations................................... $ 12,932 $ 1,736 $(2,482) $76,444 $281,862 $ 8,169
======== ======= ======= ======= ======== =======
</TABLE>

See accompanying notes.

26
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF OPERATIONS (CONTINUED)

PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
MFS
AIM V.I. MFS NEW DISCOVERY MFS
GLOBAL BOND GROWTH AIM V.I. VALUE GROWTH SERIES SERIES RESEARCH SERIES
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
----------- ---------- -------------- ------------- ------------- -----------------
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Distribution received from:
Declaration Trust.............. $ -- $ -- $ -- $ -- $ -- $ --
Variable Series Trust I........ 2,652 -- -- -- -- --
MFS Trust...................... -- -- -- 6,970 9,612 --
AIM Trust...................... -- -- -- -- -- --
Fidelity Trust................. -- -- -- -- -- --
Templeton Trust................ -- -- -- -- -- --
Interest income on policy
loans......................... -- -- -- -- -- --
------- ------- -------- -------- ------- -------
Total investment income......... 2,652 -- -- 6,970 9,612 --
Expenses:
Mortality and expense risks.... 496 1,393 4,667 2,578 526 930
------- ------- -------- -------- ------- -------
Net investment income (loss).... 2,156 (1,393) (4,667) 4,392 9,086 (930)
Net realized and unrealized gain
(loss) on investments:
Net realized gain.............. 1 4,132 12,599 15,624 6,090 135
Net unrealized appreciation
(depreciation) during the
period........................ (3,305) 74,558 193,862 187,158 68,540 72,877
------- ------- -------- -------- ------- -------
Net realized and unrealized gain
(loss) on investments.......... (3,304) 78,690 206,461 202,782 74,630 73,012
------- ------- -------- -------- ------- -------
Net increase (decrease) in net
assets resulting from
operations..................... $(1,148) $77,297 $201,794 $207,174 $83,716 $72,082
======= ======= ======== ======== ======= =======
</TABLE>

See accompanying notes.

27
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENT OF OPERATIONS (CONTINUED)

PERIOD ENDED DECEMBER 31, 1999

Expenses:
Mortality and expense risks............................... 3,298 2,184 361 352 128

--------- --------- -------- -------- --------
Net investment income (loss)............................... (3,298) (2,184) (361) (352) (128)

Net realized and unrealized gain (loss) on investments:
Net realized gain......................................... 3,669 22,201 4,357 293 302
Net unrealized appreciation during
the period............................................... 217,181 147,113 33,997 22,323 13,174
--------- --------- -------- -------- --------
Net realized and unrealized gain on
investments............................................... 220,850 169,314 38,354 22,616 13,476
-------- --------- -------- -------- --------
Net increase in net assets resulting from
operations................................................ $ 217,552 $ 167,130 $ 37,993 $ 22,264 $ 13,348
========= ========= ======== ======== ========
</TABLE>

See accompanying notes.

28
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENTS OF CHANGES IN NET ASSETS

YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
V.A. V.A.
MID CAP V.A. CORE
GROWTH BOND EQUITY
SUBACCOUNT SUBACCOUNT SUBACCOUNT
------------------------ ------------------------- -------------------------
1999 1998* 1999 1998 1999 1998
------------ ----------- ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income (loss)................ $ (13,339) $ (3,373) $ 270,336 $ 223,711 $ 361,717 $ 153,974
Net realized gains (losses)................. 27,455 (9,440) (62,203) 35,959 648,748 109,615
Net unrealized appreciation (depreciation)
during the period.......................... 796,182 26,472 (292,585) (18,486) 1,391,748 1,746,705
----------- ---------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets from
operations.................................. 810,298 13,659 (84,452) 241,184 2,402,213 2,010,294
From contractowner transactions:
Net premiums from contractowners............ 1,731,146 708,072 2,981,511 4,874,660 13,393,791 8,674,539
Net benefits to contractowners.............. (385,816) (109,692) (2,184,890) (1,328,900) (3,866,236) (1,181,410)
----------- ---------- ----------- ----------- ----------- -----------
Net increase in net assets resulting from
contractowner transactions.................. 1,345,330 598,380 796,621 3,545,760 9,527,555 7,493,129
----------- ---------- ----------- ----------- ----------- -----------
Net increase in net assets................... 2,155,628 612,039 712,169 3,786,944 11,929,768 9,503,423
Net assets at beginning of period............ 612,039 0 4,933,766 1,146,822 13,719,592 4,216,169
----------- ---------- ----------- ----------- ----------- -----------
Net assets at end of period.................. $ 2,767,667 $ 612,039 $ 5,645,935 $ 4,933,766 $25,649,360 $13,719,592
=========== ========== =========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
V.A. V.A.
LARGE CAP V.A. FINANCIAL
GROWTH LARGE CAP VALUE INDUSTRIES
SUBACCOUNT SUBACCOUNT SUBACCOUNT
------------------------ ------------------------ -------------------------
1999 1998 1999 1998* 1999 1998
------------ ----------- ------------ ----------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets from
operations:
Net investment income (loss)................. $ 138,753 $ (36,639) $ 618,754 $ (5,475) $ (41,730) $ 10,271
Net realized gains (losses).................. 391,024 150,134 356,295 (34,115) 890,410 214,266
Net unrealized appreciation (depreciation)
during the period........................... 814,057 547,681 5,545,194 812,514 (910,165) 487,761
----------- ---------- ----------- ---------- ----------- -----------
Net increase (decrease) in net assets from
operations................................... 1,343,834 661,176 6,520,243 772,924 (61,485) 712,298
From contractowner transactions:
Net premiums from contractowners............. 5,561,690 2,579,958 7,096,150 8,244,519 7,121,092 21,632,493
Net benefits to contractowners............... (1,240,497) (618,956) (2,325,732) (951,785) (9,683,665) (3,616,304)
----------- ---------- ----------- ---------- ----------- -----------
Net increase (decrease) in net assets resulting
from contractowner transactions.............. 4,321,193 1,961,002 4,770,418 7,292,734 (2,562,573) 18,016,189
----------- ---------- ----------- ---------- ----------- -----------
Net increase (decrease) in net assets......... 5,665,027 2,622,178 11,290,661 8,065,658 (2,624,058) 18,728,487
Net assets at beginning of period............. 4,439,676 1,817,498 8,065,658 0 28,356,663 9,628,176
----------- ---------- ----------- ---------- ----------- -----------
Net assets at end of period................... $10,104,703 $4,439,676 $19,356,319 $8,065,658 $25,732,605 $28,356,663
=========== ========== =========== ========== =========== ===========
</TABLE>

__________
* From January 5, 1998 (commencement of operations).

See accompanying notes.

29
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
V.A.
HIGH YIELD V.A.
BOND INTERNATIONAL
SUBACCOUNT SUBACCOUNT
------------------------ --------------------------
1999 1998* 1999 1998
------------ ----------- ------------ ---------
<S> <C> <C> <C> <C>
Increase (decrease) in net assets from operations:
Net investment income (loss)........................................... $ 304,176 $ 140,478 $ 76,064 $ (7,548)

Net realized gains (losses)............................................ (220,977) (150,154) 60,660 (43,508)
Net unrealized appreciation (depreciation)
during the period.................................................... 259,888 (305,961) 580,016 261,079
----------- --------- --------- -----------
Net increase (decrease) in net assets from
operations........................................................... 343,087 (315,637) 716,740 210,023
From contractowner transactions:
Net premiums from contractowners..................................... 1,344,934 3,710,492 622,148 1,572,910
Net benefits to contractowners....................................... (1,280,199) (730,624) (473,804) (409,812)
----------- ---------- ---------- -----------
Net increase in net assets resulting from
contractowner transactions......................................... 64,735 2,979,868 148,344 1,163,098
----------- ---------- ---------- -----------
Net increase in net assets........................................... 407,822 2,664,231 865,084 1,373,121
Net assets at beginning of period........................................ 2,664,231 0 2,354,394 981,273
----------- ---------- ---------- -----------
Net assets at end of period.............................................. $ 3,072,053 $2,664,231 $3,219,478 $ 2,354,394
=========== ========== ========== ===========

</TABLE>

<TABLE>
<CAPTION>
V.A. V.A. V.A.
REGIONAL BANK SMALL CAP GROWTH MONEY MARKET
SUBACCOUNT SUBACCOUNT SUBACCOUNT
-------------------------------- -------------------------- ----------------------------
1999 1998* 1999 1998 1999 1998
---------------- --------------- ------------- ------------ -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
from operations:
Net investment income (loss)..... $ 213,335 $ 10,996 $ 146,829 $ (32,555) $ 354,615 $ 224,376
Net realized gains (losses)...... (193,751) (111,691) 216,562 59,948 -- --
Net unrealized appreciation
(depreciation) during the period (772,652) 61,720 3,051,045 403,878 -- --
-------------- -------------- ------------ ----------- ------------- ------------
Net increase (decrease) in net
assets from operations........... (753,068) (38,975) 3,414,436 431,271 354,615 224,376
From contractowner transactions:
Net premiums from contractowners. 5,431,949 11,167,353 4,164,485 2,160,727 21,531,482 17,347,834
Net benefits to contractowners... (3,221,089) (888,310) (1,378,195) (726,161) (17,611,645) (14,593,134)
-------------- -------------- ------------ ----------- ------------- ------------
Net increase in net assets
resulting from contractowner
transactions..................... 2,210,860 10,279,043 2,786,290 1,434,566 3,919,837 2,754,700
-------------- -------------- ------------ ----------- ------------- ------------
Net increase in net assets........ 1,457,792 10,240,068 6,200,726 1,865,837 4,274,452 2,979,076
Net assets at beginning of period. 10,240,068 0 3,693,977 1,828,140 8,701,780 5,722,704
-------------- -------------- ------------ ----------- ------------- ------------
Net assets at end of period....... $ 11,697,860 $ 10,240,068 $ 9,894,703 $ 3,693,977 $ 12,976,232 $ 8,701,780
============== ============== ============ =========== ============= ============
</TABLE>

_________
* From May 1, 1998 (commencement of operations).

See accompanying notes.

30
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
V.A. V.A. V.A.
STRATEGIC INCOME SOVEREIGN INVESTORS 500 INDEX
SUBACCOUNT SUBACCOUNT SUBACCOUNT
------------------------ ------------------------- -------------------------
1999 1998 1999 1998 1999 1998
------------ ----------- ------------ ------------ ------------ --------------
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
from operations:
Net investment income..................... $ 557,933 $ 342,841 $ 91,301 $ 107,547 $ 101,697 $ 734,791
Net realized gains (losses)............... (183,540) (16,863) 574,386 333,470 912,346 200,153
Net unrealized appreciation (depreciation)
during the period........................ (98,330) (189,274) (54,923) 1,667,632 2,176,646 1,460,061
----------- ---------- ----------- ----------- ----------- -----------
Net increase in net assets from operations 276,063 136,704 610,764 2,108,649 3,190,689 2,395,005
From contractowner transactions:
Net premiums from contractowners.......... 4,523,002 6,055,405 11,000,344 13,433,144 7,658,377 8,339,471
Net benefits to contractowners............ (3,288,816) (973,446) (3,918,644) (2,124,836) (5,169,074) (2,124,836)
----------- ---------- ----------- ----------- ----------- -----------
Net increase in net assets resulting from
contractowner transactions................ 1,234,186 5,081,959 7,081,700 11,308,308 2,489,303 6,214,635
----------- ---------- ----------- ----------- ----------- -----------
Net increase in net assets................. 1,510,249 5,218,663 7,692,464 13,416,957 5,679,992 8,609,640
Net assets at beginning of period.......... 7,141,320 1,922,657 20,778,398 7,361,441 14,646,945 6,037,305
----------- ---------- ----------- ----------- ----------- -----------
Net assets at end of period................ $ 8,651,569 $7,141,320 $28,470,862 $20,778,398 $20,326,937 $14,646,945
=========== ========== =========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
FUNDAMENTAL INTERNATIONAL
LARGE CAP MID CAP AGGRESSIVE EMERGING EQUITY
GROWTH GROWTH BALANCED MARKETS INDEX GLOBAL EQUITY
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
----------- ----------- ---------- ---------- ------------- ---------------
1999** 1999** 1999** 1999** 1999** 1999**
----------- ----------- ---------- ---------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
from operations:
Net investment income (loss).............. $ 204,817 $ 24,523 $ 166 $ 4,733 $ 4,687 $ (45)
Net realized gains........................ 4,064 636 449 137 10,810 1,834
Net unrealized appreciation (depreciation)
during the period........................ (39,265) 59,548 1,348 34,601 32,774 42,662
---------- -------- ------- -------- -------- --------
Net increase in net assets from operations 169,616 84,707 1,963 39,471 48,271 44,451
From contractowner transactions:
Net premiums from contractowners.......... 1,256,716 483,471 38,940 111,242 277,327 273,616
Net benefits to contractowners............ (49,958) -- -- (256) (89,445) (4,278)
---------- -------- ------- -------- -------- --------
Net increase in net assets resulting from
contractowner transactions................ 1,206,758 483,471 38,940 110,986 187,882 269,338
---------- -------- ------- -------- -------- --------
Net increase in net assets................. 1,376,374 568,178 40,903 150,457 236,153 313,789
Net assets at beginning of period.......... 0 0 0 0 0 0
---------- -------- ------- -------- -------- --------
Net assets at end of period................ $1,376,374 $568,178 $40,903 $150,457 $236,153 $313,789
========== ======== ======= ======== ======== ========
</TABLE>

_________
** From September 1, 1999 (commencement of operations).

See accompanying notes.

31
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
INTERNATIONAL SMALL CAP INTERNATIONAL MID CAP MID CAP LARGE CAP
EQUITY GROWTH BALANCED GROWTH BLEND VALUE
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
------------- ---------- ------------- ----------- ---------- -------------
1999** 1999** 1999** 1999** 1999** 1999**
------------- ---------- ------------- ----------- ---------- -------------
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
from operations:
Net investment income.................... $ 1,534 $ 111,428 $ 7,796 $ 379,111 $ 269 $ 77,303
Net realized gains (losses).............. 563 15,156 (172) 68,369 145 8,864
Net unrealized appreciation (depreciation)
during the period....................... 8,780 62,053 (1,162) 1,028,929 913 (150,220)
-------- ---------- -------- ---------- -------- ----------
Net increase (decrease) in net assets from
operations............................... 10,877 188,637 6,462 1,476,409 1,327 (64,053)
From contractowner transactions:
Net premiums from contractowners......... 123,222 1,072,534 130,219 2,442,105 17,507 1,517,278
Net benefits to contractowners........... -- -- -- (77,557) -- (41,234)
-------- ---------- -------- ---------- -------- ----------
Net increase in net assets resulting from
contractowner transactions............... 123,222 1,072,534 130,219 2,364,548 17,507 1,476,044
-------- ---------- -------- ---------- -------- ----------
Net increase in net assets................ 134,099 1,261,171 136,681 3,840,957 18,834 1,411,991
Net assets at beginning of period......... 0 0 0 0 0 0
-------- ---------- -------- ---------- -------- ----------
Net assets at end of period............... $134,099 $1,261,171 $136,681 $3,840,957 $ 18,834 $1,411,991
======== ========== ======== ========== ======== ==========
</TABLE>

<TABLE>
<CAPTION>
LARGE CAP
LARGE CAP LARGE/MID CAP MID CAP SMALL/MID CAP AGGRESSIVE
VALUE CORE VALUE VALUE GROWTH BOND INDEX GROWTH
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ------------- ---------- ------------- ---------- ------------
1999** 1999** 1999** 1999** 1999** 1999**
---------- ------------- ---------- ------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
from operations:
Net investment income
(loss)....................... $ 11,975 $ 1,323 $ (1,924) $ 38,808 $ 11,173 $ 6,935
Net realized gains
(losses)..................... 4,424 477 1,115 279 (4,107) 5,479
Net unrealized
appreciation
(depreciation)
during the period............ (3,993) 5,762 22,563 (22,291) (13,446) 150,635
--------- -------- -------- -------- -------- ----------
Net increase
(decrease) in net
assets from
operations.................... 12,406 7,562 21,754 16,796 (6,380) 163,049
From contractowner
transactions:
Net premiums from
contractowners............... 941,609 670,515 648,029 263,646 825,658 1,971,822
Net benefits to
contractowners............... -- (1,221) (2,847) -- (50,662) --
--------- -------- -------- -------- -------- ----------
Net increase in net
assets resulting from
contractowner
transactions.................. 941,609 669,294 645,182 263,646 774,996 1,971,822
--------- -------- -------- -------- -------- ----------
Net increase in net
assets........................ 954,015 676,856 666,936 280,442 768,616 2,134,871
Net assets at
beginning of period........... 0 0 0 0 0 0
--------- -------- -------- -------- -------- ----------
Net assets at end of
period........................ $9,54,015 $676,856 $666,936 $280,442 $768,616 $2,134,871
========= ======== ======== ======== ======== ==========
</TABLE>

_________
** From September 1, 1999 (commencement of operations).

See accompanying notes.

32
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
SMALL/MID CAP SMALL/MID CAP REAL ESTATE SHORT-TERM
CORE VALUE EQUITY MANAGED BOND
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
------------- ------------- ----------- ---------- ------------
1999** 1999** 1999** 1999** 1999**
------------- ------------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
from operations:
Net investment income.......... $ 26,961 $ 3,676 $ 4,111 $ 20,681 $ 4,381
Net realized gains
(losses)...................... 515 380 (394) 69 (1,136)
Net unrealized
appreciation
(depreciation)
during the period............. 11,983 3,248 (11,928) (7,818) (1,509)
-------- -------- ---------- -------- ---------
Net increase
(decrease) in net
assets from
operations .................... 39,459 7,304 (8,211) 12,932 1,736
From contractowner
transactions:
Net premiums from
contractowners................ 299,047 164,244 155,483 262,471 494,713
Net benefits to
contractowners................ -- -- (10,585) (1,453) (201,649)
-------- -------- ---------- -------- ---------
Net increase in net
assets resulting from
contractowner
transactions................... 299,047 164,244 144,898 261,018 293,064
-------- -------- ---------- -------- ---------
Net increase in net
assets......................... 338,506 171,548 136,687 273,950 294,800
Net assets at
beginning of period............ 0 0 0 0 0
-------- -------- ---------- -------- ---------
Net assets at end of
period......................... $338,506 $171,548 $ 136,687 $273,950 $ 294,800
======== ======== ========== ======== =========
</TABLE>

<TABLE>
<CAPTION>
SMALL CAP INTERNATIONAL EQUITY HIGH-YIELD
VALUE OPPORTUNITIES INDEX BOND GLOBAL BOND
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ------------- ---------- ---------- -------------
1999** 1999** 1999** 1999** 1999**
---------- ------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
from operations:
Net investment income.............. $ 2,561 $ 20,614 $ 107,583 $ 9,409 $ 2,156
Net realized gains
(losses).......................... 398 1,016 11,982 (4,223) 1
Net unrealized
appreciation
(depreciation)
during the period................. (5,441) 54,814 162,297 2,983 (3,305)
-------- -------- ---------- -------- -------
Net increase
(decrease) in net
assets from
operations......................... (2,482) 76,444 281,862 8,169 (1,148)
From contractowner
transactions:
Net premiums from
contractowners.................... 157,797 281,484 3,497,871 679,878 87,233
Net benefits to
contractowners.................... (4,491) (5,799) -- (41,461) (776)
-------- -------- ---------- -------- -------
Net increase in net
assets resulting from
contractowner
transactions....................... 153,306 275,685 3,497,871 638,417 86,457
-------- -------- ---------- -------- -------
Net increase in net
assets............................. 150,824 352,129 3,779,733 646,586 85,309
Net assets at
beginning of period................ 0 0 0 0 0
-------- -------- ---------- -------- -------
Net assets at end of
period............................. $150,824 $352,129 $3,779,733 $646,586 $85,309
======== ======== ========== ======== =======
</TABLE>

__________
** From September 1, 1999 (commencement of operations).

See accompanying notes.

33
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
MFS MFS NEW MFS
AIM V.I. GROWTH AIM V.I. VALUE GROWTH SERIES DISCOVERY SERIES RESEARCH SERIES
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
--------------- -------------- ------------- ---------------- -----------------
1999** 1999** 1999** 1999** 1999**
--------------- -------------- ------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
from operations:
Net investment income (loss)............. $ (1,393) $ (4,667) $ 4,392 $ 9,086 $ (930)
Net realized gains....................... 4,132 12,599 15,624 6,090 135
Net unrealized appreciation during the
period.................................. 74,558 193,862 187,158 68,540 72,877
---------- ---------- ---------- -------- --------
Net increase in net assets from operations 77,297 201,794 207,174 83,716 72,082
From contractowner transactions:
Net premiums from contractowners......... 1,133,361 3,301,553 1,747,969 474,152 798,942
Net benefits to contractowners........... -- -- -- -- --
---------- ---------- ---------- -------- --------
Net increase in net assets resulting from
contractowner transactions............... 1,133,361 3,301,553 1,747,969 474,152 798,942
---------- ---------- ---------- -------- --------
Net increase in net assets................ 1,210,658 3,503,347 1,955,143 557,868 871,024
Net assets at beginning of period......... 0 0 0 0 0
---------- ---------- ---------- -------- --------
Net assets at end of period............... $1,210,658 $3,503,347 $1,955,143 $557,868 $871,024
========== ========== ========== ======== ========
</TABLE>

<TABLE>
<CAPTION>
TEMPLETON
VIP II VIP OVERSEAS TEMPLETON DEVELOPMENT
CONTRAFUND VIP GROWTH EQUITY INTERNATIONAL MARKET
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
----------- ----------- ------------ ------------- -------------
1999** 1999** 1999** 1999** 1999**
----------- ----------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
from operations:
Net investment loss................. $ (3,298) $ (2,184) $ (361) $ (352) $ (128)
Net realized gains.................. 3,669 22,201 4,357 293 302
Net unrealized
appreciation during
the
period............................. 217,181 147,113 33,997 22,323 13,174
---------- ---------- -------- -------- --------
Net increase in net
assets from
operations.......................... 217,552 167,130 37,993 22,264 13,348
From contractowner
transactions:
Net premiums from
contractowners..................... 2,542,999 2,301,870 343,094 309,170 153,354
Net benefits to
contractowners..................... -- -- (102) -- (3,841)
---------- ---------- -------- -------- --------
Net increase in net
assets resulting from
contractowner
transactions........................ 2,542,999 2,301,870 342,992 309,170 149,513
---------- ---------- -------- -------- --------
Net increase in net
assets.............................. 2,760,551 2,469,000 380,985 331,434 162,861
Net assets at
beginning of period................. 0 0 0 0 0
---------- ---------- -------- -------- --------
Net assets at end of
period.............................. $2,760,551 $2,469,000 $380,985 $331,434 $162,861
========== ========== ======== ======== ========
</TABLE>

_________
** From September 1, 1999 (commencement of operations).

See accompanying notes.

34
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1999

1. ORGANIZATION

John Hancock Variable Annuity Account JF (the Account) is a separate
investment account of John Hancock Variable Life Insurance Company (JHVLICO), a
wholly-owned subsidiary of John Hancock Mutual Life Insurance Company (John
Hancock). The Account was created and commenced operations on August 29, 1996.
The Account was formed to fund variable annuity contracts (Contracts) issued by
JHVLICO. The Account is operated as a unit investment trust registered under the
Investment Company Act of 1940, as amended, and currently consists of fifty-two
subaccounts. The assets of each subaccount are invested in shares of the
corresponding Portfolios of John Hancock Funds' Declaration Trust, John Hancock
Variable Series Trust I, MFS Trust, AIM Trust, Fidelity Trust and Templeton
Trust (the Funds). New subaccounts may be added as new Portfolios are added to
the Funds, or as other investment options are developed, and made available to
contractowners. The fifty-two Portfolios of the Funds which are currently
available are V.A. Mid Cap Growth (formerly, Special Opportunities), V.A. Bond,
V.A. Core Equity (formerly, Independence Equity), V.A. Large Cap Growth
(formerly, Growth), V.A. Large Cap Value (formerly, Growth & Income), V.A.
Financial Industries, V.A. High Yield Bond, V.A. International, V.A. Regional
Bank, V.A. Small Cap Growth (formerly, Emerging Growth), V.A. Money Market, V.A.
Strategic Income, V.A. Sovereign Investors, V.A. 500 Index, Large Cap Growth,
Fundamental Mid Cap Growth, Aggressive Balanced, Emerging Markets, International
Equity Index, Global Equity, International Equity, Small Cap Growth,
International Balanced, Mid Cap Growth, Mid Cap Blend, Large Cap Value, Large
Cap Value CORE, Large/Mid Cap Value, Mid Cap Value, Small/Mid Cap Growth, Bond
Index, Large Cap Aggressive Growth, Small/Mid Cap CORE, Small/Mid Cap Values,
Real Estate Equity, Managed, Short-Term Bond, Small Cap Value, International
Opportunities, Equity Index, High Yield Bond, Global Bond, AIM V.I. Growth, AIM
V.I. Value, MFS Growth Series, MFS New Discovery Series, MFS Research Series,
VIP II Contrafund, VIP Growth, VIP Overseas Equity, Templeton International and
Templeton Development Market Portfolios. Each portfolio has a different
investment objective.

The net assets of the Account may not be less than the amount required under
state insurance law to provide for death benefits (without regard to the minimum
death benefit guarantee) and other contracts benefits. Additional assets are
held in JHVLICO's general account to cover the contingency that the guaranteed
minimum death benefit might exceed the death benefit which would have been
payable in the absence of such guarantee.

2. SIGNIFICANT ACCOUNTING POLICIES

The assets of the Account are the property of JHVLICO. The portion of the
Account's assets applicable to the contracts may not be charged with liabilities
arising out of any other business JHVLICO may conduct.

Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of
contingent assets and liabilities, at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Valuation of Investments

Investment in shares of the Funds are valued at the reported net asset values
of the respective Portfolios. Investment transactions are recorded on the trade
date. Dividend income is recognized on the ex-dividend date. Realized gains and
losses on sales of Funds' shares are determined on the basis of identified cost.

35
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Federal Income Taxes

The operations of the Account are included in the federal income tax return of
JHVLICO, which is taxed as a life insurance company under the Internal Revenue
Code. JHVLICO has the right to charge the Account any federal income taxes, or
provision for federal income taxes, attributable to the operations of the
Account or to the contracts funded in the Account. Currently, JHVLICO does not
make a charge for income or other taxes. Charges for state and local taxes, if
any, attributable to the Account may also be made.

Expenses

JHVLICO assumes mortality and expense risks of the contracts for which asset
charges are deducted at various rates ranging from .90% to 1.25% (Declaration
Trust was .90%, Patriot Annuity 1.15% and the Revolution Annuity 1.25%), of net
assets of the Account. In addition, a monthly charge at varying levels for the
cost of insurance is deducted from the net assets of the Account.

JHVLICO makes certain deductions for administrative expenses and state premium
taxes from premium payments before amounts are transferred to the Account.

3. TRANSACTION WITH AFFILIATES

John Hancock Advisers, Inc. acts as the distributor, principal underwriter and
investment advisor for certain of the Funds.

Certain officers of the Account are officers and directors of JHVLICO, the
Fund, John Hancock Advisers, Inc. or John Hancock.

4. DETAILS OF INVESTMENTS

The details of the shares owned and cost and value of investments in the
Portfolios of the Funds at December 31, 1999 were as follows:

<TABLE>
<CAPTION>
PORTFOLIO SHARES OWNED COST VALUE
--------- ------------ ----------- -------------
<S> <C> <C> <C>
V.A. Mid Cap Growth....... 160,817 $ 1,945,015 $ 2,767,677
V.A. Bond................. 575,529 5,945,064 5,645,935
V.A. Core Equity.......... 1,301,998 22,399,593 25,649,360
V.A. Large Cap Growth..... 640,755 8,574,383 10,104,702
V.A. Large Cap Value...... 1,073,562 12,998,613 19,356,319
V.A. Financial Industries. 1,779,572 25,463,903 25,732,605
V.A. High Yield Bond...... 369,681 3,118,125 3,072,053
V.A. International........ 208,381 2,491,115 3,219,479
V.A. Regional Bank........ 1,366,572 12,408,791 11,697,860
V.A. Small Cap Growth..... 500,744 6,417,230 9,894,704
V.A. Money Market......... 12,976,232 12,976,233 12,976,232
V.A. Strategic Income..... 885,524 8,957,178 8,651,568
V.A. Sovereign Investors.. 1,783,889 26,359,720 28,470,862
V.A. 500 Index............ 1,123,656 16,740,120 20,326,937
Large Cap Growth.......... 50,357 1,415,640 1,376,374
Fundamental Mid Cap Growth 39,396 508,631 568,178
Aggressive Balanced....... 3,852 39,554 40,903
Emerging Markets.......... 12,270 115,856 150,457
</TABLE>

36
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
PORTFOLIO SHARES OWNED COST VALUE
--------- ------------ ---------- ------------
<S> <C> <C> <C>
International Equity Index.. 12,021 $ 203,379 $ 236,153
Global Equity............... 25,859 271,128 313,790
International Equity........ 11,257 125,319 134,099
Small Cap Growth............ 65,976 1,199,117 1,261,171
International Balanced...... 12,768 137,843 136,681
Mid Cap Growth.............. 131,408 2,812,028 3,840,957
Mid Cap Blend............... 1,760 17,922 18,834
Large Cap Value............. 104,664 1,562,211 1,411,991
Large Cap Value CORE........ 93,934 958,009 954,016
Large/Mid Cap Value......... 64,985 671,094 676,856
Mid Cap Value............... 52,199 644,374 666,936
Small/Mid Cap Growth........ 19,982 302,733 280,442
Bond Index.................. 82,486 782,063 768,616
Large Cap Aggressive Growth. 178,865 1,984,235 2,134,870
Small/Mid Cap CORE.......... 34,487 326,523 338,506
Small/Mid Cap Value......... 16,937 168,301 171,548
Real Estate Equity.......... 11,913 148,614 136,687
Managed..................... 17,733 281,769 273,950
Short-Term Bond............. 30,323 296,308 294,799
Small Cap Value............. 13,815 156,265 150,824
International Opportunities. 23,209 297,315 352,129
Equity Index................ 184,756 3,617,436 3,779,733
High Yield Bond............. 71,951 643,602 646,586
Global Bond................. 8,688 88,613 85,308
AIM V.I. Growth............. 37,540 1,136,100 1,210,658
AIM V.I. Value.............. 104,578 3,309,486 3,503,347
MFS Growth Series........... 140,154 1,767,984 1,955,143
MFS New Discovery Series.... 32,303 489,328 557,868
MFS Research Series......... 37,319 798,147 871,024
VIP II Contrafund........... 94,864 2,543,370 2,760,551
VIP Growth.................. 45,055 2,321,887 2,469,000
VIP Overseas Equity......... 13,915 346,987 380,985
Templeton International..... 14,977 309,111 331,434
Templeton Development Market 21,041 149,686 162,860
</TABLE>

37
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Purchases, including reinvestment of dividend distributions, and proceeds from
sales of shares in the Portfolios of the Funds during 1999, were as follows:

<TABLE>
<CAPTION>
PPPPPORTFOLIO PURCHASES SALES
------------- ----------- -------------
<S> <C> <C>
V.A. Mid Cap Growth.................. $ 1,646,082 $ 314,091
V.A. Bond............................ 3,231,830 2,164,873
V.A. Core Equity..................... 12,281,527 2,392,255
V.A. Large Cap Growth................ 5,696,493 1,236,547
V.A. Large Cap Value................. 7,044,333 1,655,160
V.A. Financial Industries............ 4,938,291 7,542,595
V.A. World Bond...................... 2,398 205,373
V.A. High Yield Bond................. 1,531,070 1,162,160
V.A. International................... 745,524 521,117
V.A. Regional Bank................... 5,196,101 2,771,906
V.A. Small Cap Growth................ 4,010,070 1,076,951
V.A. Money Market.................... 18,454,444 14,179,992
V.A. Strategic Income................ 4,453,276 2,661,157
V.A. Sovereign Investors............. 9,996,041 2,823,040
V.A. 500 Index....................... 6,690,731 4,099,732
Large Cap Growth..................... 1,465,793 54,217
Fundamental Mid Cap Growth........... 528,834 20,839
Aggressive Balanced.................. 73,531 34,426
Emerging Markets..................... 116,207 488
International Equity Index........... 283,216 90,647
Global Equity........................ 285,645 16,351
International Equity................. 131,400 6,644
Small Cap Growth..................... 1,282,966 99,005
International Balanced............... 175,384 37,369
Mid Cap Growth....................... 2,997,664 254,005
Mid Cap Blend........................ 32,095 14,318
Large Cap Value...................... 1,732,116 178,769
Large Cap Value CORE................. 1,097,057 143,472
Large/Mid Cap Value.................. 721,551 50,934
Mid Cap Value........................ 655,197 11,938
Small/Mid Cap Growth................. 310,473 8,019
Bond Index........................... 907,459 121,289
Large Cap Aggressive Growth.......... 2,057,796 79,013
Small/Mid Cap CORE................... 336,901 10,893
Small/Mid Cap Value.................. 185,363 17,442
Real Estate Equity................... 160,423 11,415
Managed.............................. 284,322 2,622
Short-Term Bond...................... 543,419 245,975
Small Cap Value...................... 300,905 145,038
International Opportunities.......... 312,695 16,396
Equity Index......................... 3,835,326 229,872
High Yield Bond...................... 817,936 170,111
Global Bond.......................... 94,312 5,700
AIM V.I. Growth...................... 1,207,349 75,381
</TABLE>

38
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
PORTFOLIO PURCHASES SALES
--------- ---------- ----------
<S> <C> <C>
AIM V.I. Value.......................... $3,436,466 $139,579
MFS Growth Series....................... 1,897,268 144,908
MFS New Discovery Series................ 506,313 23,075
MFS Research Series..................... 820,350 22,338
VIP II Contrafund....................... 2,617,516 77,815
VIP Growth.............................. 2,533,189 233,503
VIP Overseas Equity..................... 430,836 88,206
Templeton International................. 319,380 10,562
Templeton Development Market............ 154,853 5,469
</TABLE>

5. NET ASSETS

Accumulation shares attributable to net assets of contractowners and
accumulation share values for each subaccount at December 31, 1999 were as
follows:

<TABLE>
<CAPTION>
DECLARATION #1 DECLARATION #2 PATRIOT CLASS #3
-------------------------- -------------------------- --------------------------
ACCUMULATIO
ACCUMULATION ACCUMULATION ACCUMULATION N ACCUMULATION ACCUMULATION
PORTFOLIO SHARES SHARE VALUES SHARES SHARE VALUES SHARES SHARE VALUES
--------- ------------ ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
V.A. Mid Cap Growth....... 129,542 $16.81 11,933 $16.90 23,076 $16.81
V.A. Bond................. 345,135 12.00 47,706 12.11 26,350 12.00
V.A. Core Equity.......... 873,116 20.49 177,325 20.66 125,278 20.49
V.A. Large Cap Growth..... 434,766 15.48 181,976 15.61 34,478 15.48
V.A. Large Cap Value...... 835,684 18.55 92,423 18.64 97,821 18.55
V.A. Financial Industries. 1,506,906 14.25 93,950 14.35 59,300 14.25
V.A. High Yield Bond...... 389,012 9.92 4,428 9.97 8,803 9.92
V.A. International........ 186,268 16.52 8,505 16.66 -- --
V.A. Regional Bank........ 1,059,331 8.72 281,344 8.75 -- --
V.A. Small Cap Growth..... 399,533 19.44 68,803 19.60 40,186 19.44
V.A. Money Market......... 6,201,791 1.12 611,877 1.13 1,377,260 1.12
V.A. Strategic Income..... 513,276 12.62 38,562 12.73 73,588 12.62
V.A. Sovereign Investors.. 1,174,921 16.19 353,031 16.33 84,581 16.19
V.A. 500 Index............ 808,879 21.49 135,944 21.67 -- --
Large Cap Growth . . . . . -- -- -- -- 72,822 12.31
Fundamental Mid Cap Growth -- -- -- -- -- --
Aggressive Balanced....... -- -- -- -- -- --
Emerging Markets.......... -- -- -- -- 8,609 17.48
International Equity Index -- -- -- -- 18,759 12.59
Global Equity............. -- -- -- -- 23,003 12.11
</TABLE>

39
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
PATRIOT CLASS #4 REVOLUTION CLASS #5 REVOLUTION CLASS #6
-------------------------- -------------------------- --------------------------
ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION
SUBACCOUNT SHARES SHARE VALUES SHARES SHARE VALUES SHARES SHARE VALUES
---------- ------------ ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
V.A. Mid Cap Growth....... -- -- -- -- 32,100 $12.01
V.A. Bond................. 17,982 12.11 -- -- 51,454 20.49
V.A. Core Equity.......... 23,106 20.66 -- -- -- --
V.A. Large Cap Growth..... -- -- -- -- -- --
V.A. Large Cap Value...... 17,022 18.64 -- -- -- --
V.A. Financial Industries. 17,470 14.35 -- -- 113,876 14.25
V.A. High Yield Bond...... 6,766 9.97 -- -- -- --
V.A. International........ -- -- -- -- -- --
V.A. Regional Bank........ -- -- -- -- -- --
V.A. Small Cap Growth..... -- -- -- -- -- --
V.A. Money Market......... 1,979,576 1.13 -- -- 1,379,705 1.12
V.A. Strategic Income..... -- -- -- -- 58,942 12.62
V.A. Sovereign Investors.. 12,092 16.33 -- -- 130,910 16.19
V.A. 500 Index............ -- -- -- -- -- --
Large Cap Growth.......... 38,907 12.34 -- -- -- --
Fundamental Mid Cap Growth -- -- -- -- 38,912 15.39
Aggressive Balanced....... -- -- -- -- 3,836 10.66
Emerging Markets.......... -- -- -- -- -- --
International Equity Index -- -- -- -- -- --
Global Equity............. 2,896 12.14 -- -- -- --
</TABLE>

40
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
DECLARATION #1 DECLARATION #2 PATRIOT CLASS #3
-------------------------- -------------------------- --------------------------
ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION
SUBACCOUNT SHARES SHARE VALUES SHARES SHARE VALUES SHARES SHARE VALUES
---------- ------------ ------------ ------------ ------------ ------------ --------------
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
International Equity.. -- -- -- -- -- $ --
Small Cap Growth...... -- -- -- -- -- --
International Balanced -- -- -- -- 6,608 10.16
Mid Cap Growth........ -- -- -- -- 148,380 21.87
Mid Cap Blend......... -- -- -- -- -- --
Large Cap Value....... -- -- -- -- 101,992 10.20
Large Cap Value CORE.. -- -- -- -- -- --
Large/Mid Cap Value... -- -- -- -- -- --
Mid Cap Value......... -- -- -- -- 41,446 10.44
Small/Mid Cap Growth.. -- -- -- -- -- --
Bond Index............ -- -- -- -- 22,733 9.63
Large Cap Aggressive..
Growth............... -- -- -- -- -- --
Small/Mid Cap CORE.... -- -- -- -- 12,272 11.96
Small/Mid Cap Value... -- -- -- -- -- --
Real Estate Equity.... -- -- -- -- 2,363 9.60
Managed............... -- -- -- -- 25,357 10.80
Short-Term Bond....... -- -- -- -- 5,058 10.17
Small Cap Value....... -- -- -- -- 14,326 9.56
International
Opportunities........ -- -- -- -- 21,856 12.91
Equity Index.......... -- -- -- -- 110,398 11.97
High Yield Bond....... -- -- -- -- 11,541 10.35
</TABLE>

41
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
PATRIOT CLASS #4 REVOLUTION CLASS #5 REVOLUTION CLASS #6
-------------------------- -------------------------- --------------------------
ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION
SUBACCOUNT SHARES SHARE VALUES SHARES SHARE VALUES SHARES SHARE VALUES
---------- ------------ ------------ ------------ ------------ ------------ --------------
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
International Equity.. -- $ -- -- -- 11,123 $12.06
Small Cap Growth...... -- -- -- -- 59,529 21.19
International Balanced -- -- -- -- 5,361 12.98
Mid Cap Growth........ 27,163 21.92 -- -- -- --
Mid Cap Blend......... -- -- -- -- 1,696 11.11
Large Cap Value....... 36,375 10.22 -- -- -- --
Large Cap Value CORE.. -- -- -- -- 92,493 10.31
Large/Mid Cap Value... -- -- -- -- 64,904 10.43
Mid Cap Value......... 22,398 10.46 -- -- -- --
Small/Mid Cap Growth.. -- -- -- -- 14,779 18.98
Bond Index............ 9,826 9.66 -- -- 47,232 9.63
Large Cap Aggressive
Growth............... -- -- -- -- 178,388 11.97
Small/Mid Cap CORE.... 5,870 11.99 -- -- 9,532 12.73
Small/Mid Cap Values.. -- -- -- -- -- --
Real Estate Equity.... 11,845 9.63 -- -- -- --
Managed............... -- -- -- -- -- --
Short-Term Bond....... 4,987 10.19 -- -- 15,433 12.48
Small Cap Value....... 1,452 9.58 -- -- -- --
International
Opportunities........ 5,408 12.94 -- -- -- --
Equity Index.......... 61,962 12.00 -- -- 76,098 22.54
High Yield Bond....... 2,423 10.38 -- -- 48,898 10.27
</TABLE>

42
<PAGE>

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
PATRIOT CLASS #4 REVOLUTION CLASS #5 REVOLUTION CLASS #6
-------------------------- -------------------------- --------------------------
ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION
SUBACCOUNT SHARES SHARE VALUES SHARES SHARE VALUES SHARES SHARE VALUES
---------- ------------ ------------ ------------ ------------ ------------ --------------
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Global Bond............ -- -- -- -- -- $ --
AIM V.I. Growth........ -- -- -- -- 102,211 12.30
AIM V.I. Value......... -- -- -- -- 302,772 11.77
MFS Growth Series...... -- -- -- -- 158,192 12.36
MFS New Discovery
Series................ -- -- -- -- 36,557 15.26
MFS Research Series.... -- -- -- -- 73,452 11.86
VIP II Contrafund...... -- -- -- -- 237,990 11.61
VIP Growth............. -- -- -- -- 205,097 12.04
VIP Overseas Equity.... -- -- -- -- 30,517 12.48
Templeton International -- -- -- -- 30,062 11.02
Templeton Development
Market................ -- -- -- -- 13,735 11.86
</TABLE>

6. REORGANIZATION

On March 18, 1999, the shareholders of John Hancock V.A. World Bond Fund
(VAWBF) approved a plan of reorganization between VAWBF and V.A. Strategic
Income Fund, providing for the transfer of substantially all of the assets and
liabilities of VAWBF to V.A. Strategic Income Fund in exchange solely for shares
of V.A. Strategic Income Fund. The acquisition of VAWBF was accounted for as a
tax free exchange which impacted the shares held by the John Hancock Variable
Annuity Account JF as follows: 20,134 shares of V.A. Strategic Income for the
net assets of VAWBF, which amounted to $204,157, including $1,352 of unrealized
depreciation, after the close of business on March 26, 1999.

43
<PAGE>

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(A) FINANCIAL STATEMENTS.

1. Condensed Financial Information. (Part A)

2. Statement of Assets and Liabilities, John Hancock Variable Annuity
Account JF. (Part B)

3. Statement of Operations, John Hancock Variable Annuity Account JF.
(Part B)

4. Statement of Changes in Net Assets, John Hancock Variable Annuity
Account JF. (Part B)

5. Notes to Financial Statements, John Hancock Variable Annuity Account JF.
(Part B)

6. Statement of Financial Position, John Hancock Variable Life Insurance
Company. (Part A)

7. Summary of Operations and Unassigned Deficit, John Hancock Variable
Life Insurance Company. (Part A)

8. Statement of Cash Flows, John Hancock Variable Life Insurance Company.
(Part A)

9. Notes to Financial Statements, John Hancock Variable Life Insurance
Company. (Part A)

(B) EXHIBITS:

1. John Hancock Variable Life Insurance Company Board Resolution
establishing the John Hancock Variable Annuity Account JF, dated
November 13, 1995, previously filed on December 12, 1995.

2. Not Applicable.

3. (a) Distribution Agreement by and between John Hancock Mutual Life
Insurance Company and John Hancock Variable Life Insurance Company,
dated August 26, 1993, incorporated by reference from Pre-Effective
Amendment No. 1 to the Form S-1 Registration Statement for John
Hancock Variable Life Account S (File No. 33-64366) filed on October
29, 1993.

(b) Amendment dated August 1, 1994, to the Distribution Agreement by
and between John hancock Mutual Life Insurance Company and John
Hancock Variable Life Insurance Company, dated August 26, 1993,
incorporated by reference from Form N-4 Registration Statement for
John Hancock Variable Annuity Account I (File No. 33-82648), filed
August 10, 1994.

Life Insurance Company and John Hancock Funds, Inc., previously filed
electronically on July 16, 1996.

(d) Form of Soliciting Dealer Agreement between John Hancock Funds, Inc.,
and soliciting broker-dealers or financial institutions participating
in distribution of Contracts (Included as Appendix B to Exhibit
3.(c)).

4. (a) Form of group deferred combination fixed and variable annuity
contract, included in Post-Effective Amendment No. 1 to this File No.
333-81127, filed on August 9, 1999.

(b) Form of deferred combination fixed and variable annuity
certificate, included in Post-Effective Amendment No. 1 to this File
No. 333-81127, filed on August 9, 1999.

(d) Form of waiver of withdrawal charge rider, included in Post-Effective
Amendment No. 1 to this File No. 333-81127, filed on August 9, 1999.

(e) Form of guaranteed retirement income benefit rider, included in Post-
Effective Amendment No. 1 to this File No. 333-81127, filed on August
9, 1999.

(f) Form of death benefit enhancement rider, included in Post-Effective
Amendment No. 1 to this File No. 333-81127, filed on August 9, 1999.

(g) Form of accumulated value enhancement rider, included in Post-
Effective Amendment No. 1 to this File No. 333-81127, filed on August
9, 1999.

5. Form of contract application, included in Post-Effective Amendment
No. 1 to this File No. 333-81127, filed on August 9, 1999.

6. (a) Articles of Organization and By-Laws of John Hancock Variable Life
Insurance Company incorporated by reference from Form S-1 Registration
Statement of John Hancock Variable Life Insurance Company (File No.
33-62895) filed electronically on September 25, 1995.

7. Not Applicable.

8. (a) Form of Responsibility and Cost Allocation Agreement Between John
Hancock Mutual Life Insurance Company and John Hancock Funds, Inc.
previously filed in Pre-Effective Amendment No. 1 to File No. 33-64947
on July 16, 1996.

(b) Participation Agreement Among Templeton Variable Products Series Fund,
Franklin Templeton Distributors, Inc. and John Hancock Life Insurance
Company, John Hancock Variable Life Insurance Company, and Investors
Partner Life Insurance Company, filed herewith.

(c) Participation Agreement Among Variable Insurance Products Fund II,
Fidelity Distributors Corporation and John Hancock Mutual Life
Insurance Company, filed herewith.

(d) Participation Agreement Among Variable Insurance Products Fund,
Fidelity Distributors Corporation and John Hancock Mutual Life
Insurance Company, filed in Post-Effective Amendment No. 1 to file
No. 333-81127, comtemporaneously herewith.

(e) Participation Agreement Among MFS Variable Insurance Trust, John
Hancock Mutual Life Insurance Company and Massachusetts Financial
Services Company, filed in Post-Effective Amendment No. 1 to file
No. 333-81127, comtemporaneously herewith.

(f) Participation Agreement By And Among AIM Variable Insurance Funds,
Inc., AIM Distributors Inc., John Hancock Mutual Life Insurance
Company and Certain Of Its Affiliated Insurance Companies, Each On
Behalf Of Itself And Its Separate Accounts, And John Hancock Funds,
Inc., filed in Post-Effective Amendment No. 1 to file No. 333-81127,
comtemporaneously herewith.

9. Opinion and consent of counsel as to legality of securities,
previously Filed in Pre-Effective Amendment No. 1 to File No. 33-64947
on July 16, 1996.

10.(a) Representation of counsel.

(b) Consent of independent auditors.

(c) Powers of Attorney for all directors except Ronald J. Bocage, Bruce M.
Jones and Paul Strong, incorporated by reference from Form S-1
Registration Statement for John Hancock Variable Life Insurance
Company (File No. 33-62895) filed September 25, 1995. Power of
Attorney for Ronald J. Bocage, incorporated by reference from Form 10-
k annual report for John Hancock Variable Life Insurance Company (File
No. 33-62895) filed on March 28, 1997. Powers of Attorney for Bruce M.
Jones and Paul Strong are Filed herewith.

11. Not Applicable.

12. Not Applicable.
<PAGE>

13. Diagram of Subsidiaries of John Hancock (Incorporated by reference,
from Exhibit 13 from Post Effective Amendment No. 5 to John Hancock
Variable Annuity Account H's Registration Statement filed on April 29,
1999).

14. Not Applicable.

27. Not Applicable.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
Directors Position with Depositor
--------- -----------------------
<S> <C>
David F. D'Alessandro Chairman of the Board
Michele G. Van Leer Vice Chairman of the Board and President
Robert S. Paster Director
Bruce M. Jones Director and Vice President
Paul Strong Director and Vice President
Robert R. Reitano Director
Barbara L. Luddy Director and Actuary
Ronald J. Bocage Director, Vice President and Counsel
</TABLE>

<TABLE>
<CAPTION>
Executive Officers
- ------------------
<S> <C>
Daniel L. Ouellette Vice President, Marketing
Patrick F. Smith Controller
</TABLE>

The principal business address for each of the above-named directors and
officers of John Hancock is John Hancock Variable Life Insurance Company, John
Hancock Place, P.O. Box 111, Boston, MA 02117.

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH DEPOSITOR OR
REGISTRANT

Registrant is a separate account of JHVLICO, operated as a unit investment
trust. Registrant supports benefits payable under JHVLICO's variable annuity
contracts by investing assets allocated to various investment options in shares
of John Hancock Variable Series Trust I and John Hancock Declaration Trust, (the
"Trusts"), both of which are "series" types of mutual funds registered under the
Investment Company Act of 1940 the "Act") as open-end management investment
companies. The Registrant and other separate accounts of John Hancock and
JHVLICO own controlling interests of the Trusts' outstanding shares. The
purchasers of variable annuity and variable life insurance contracts, in
connection with which the Trusts are used, will have the opportunity to instruct
John Hancock and JHVLICO with respect to the voting of the shares of the Series
Fund held by Registrant as to certain matters. Subject to the voting
instructions, JHVLICO directly controls Registrant.

A diagram of the subsidiaries of John Hancock is incorporated by reference
from Exhibit 13 to Post-Effective Amendment No. 5 Form N-4 Registration
Statement of John Hancock Variable Annuity Account H (File No. 333-08345) filed
April 29, 1999.
<PAGE>

ITEM 27. NUMBER OF CONTRACT OWNERS

Registrant had 5,090 Contract Owners as of March 30, 2000

ITEM 28. INDEMNIFICATION

Pursuant to Article 9 of the Company's Bylaws and Section 67 of the
Massachusetts Business Corporation Law, the Company indemnifies each director,
former director, officer, and former officer, and his heirs and legal
representatives from liability incurred or imposed in connection with any legal
action in which he may be involved by reason of any alleged act or omission as
an officer or a director of the Company.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 ("Securities Act") may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by a controlling precedent, submit to a court of
appropriate jurisdiction the question of whether indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) JHFI acts as principal underwriter, depositor, sponsor or investment adviser
for the following investment companies:

John Hancock Investment Trust
John Hancock Investment Trust II
John Hancock Investment Trust III
John Hancock Cash Reserve, Inc.
John Hancock Current Interest
John Hancock Bond Trust
John Hancock California Tax-Free Income Fund
John Hancock Capital Series
John Hancock Institutional Series Trust
John Hancock Variable Series Trust I
John Hancock Sovereign Bond Fund
John Hancock Special Equities Fund
John Hancock Strategic Series
John Hancock Tax-Exempt Series Fund
John Hancock Tax-Free Bond Trust
John Hancock World Fund
John Hancock Declaration Trust
John Hancock Variable Annuity Account JF
John Hancock Variable Annuity Account H
<PAGE>

John Hancock Variable Annuity Account V (with respect to certain contracts)

(b) The following lists the names and positions with underwriter of the
directors and officers of JHFI.

Foster L. Aborn Director
Stephen L. Brown Director and Chairman
David F. D'Alessandro Director
John M. DeCiccio Director
Maureen R. Ford Director and Vice Chairman
Anne C. Hodsdon Director
David A. King Director
Jeanne M. Livermore Director
Thomas E. Moloney Director
Richard S. Scipione Director
Robert H. Watts Director
Stephen L. Brown Chairman
Maureen R. Ford Vice Chairman and Chief Executive Officer
James V. Bowhers President
Robert H. Watts Executive Vice President and Chief Compliance Officer
Osbert M. Hood Senior Vice President and Chief Financial Officer
Susan S. Newton Vice President and Secretary
Anne C. Hodsdon Executive Vice President
Kathleen M. Graveline Senior Vice President
Keith Hartstein Senior Vice President
Peter Mawn Senior Vice President
Dale Bearden Vice President
J. William Benintende Vice President
Thomas H. Connors Vice President
Gary Cronin Vice President
Renee Humphrey Vice President
Kristine Pancare Vice President
Karen F. Walsh Vice President
Martin J. Thomas Second Vice President
William H. King Assistant Treasurer
Timothy M. Fagan Assistant Secretary
Theresa Apruzzese Assistant Secretary
Brian E. Lagenfeld Assistant Secretary
Carmen M. Pelissier Assistant Secretary

The business address for each of the above-named officers and directors is John
Hancock Funds, Inc., 101 Huntington Avenue, Boston, Massachusetts 02199-7603.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, Registrant has caused this amendment to the registration statement to be
signed on its behalf, in the City of Boston and the Commonwealth of
Massachusetts, on the 1st day of May, 2000.

JOHN HANCOCK VARIABLE ANNUITY ACCOUNT JF
(REGISTRANT)

By John Hancock Variable Life Insurance Company

By /s/Michele G. Van Leer
----------------------
Michele G. Van Leer
Chief Executive Officer

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
(DEPOSITOR)

By /s/Michele G. Van Leer
----------------------
Michele G. Van Leer
Chief Executive Officer

As required by the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Patrick F. Smith Controller (Principal May 1, 2000
- -------------------- Financial Officer and
Patrick F. Smith Principal Accounting
Officer)

/s/ Michele G. Van Leer Chief Executive Officer May 1, 2000
- -----------------------
Michele G. Van Leer

</TABLE>

as
Attorney-in-Fact
For:

David F. D'Alessandro Chairman of the Board
Robert S. Paster Director
Thomas J. Lee Director
Bruce M. Jones Director
Paul Strong Director
Barbara L. Luddy Director
Ronald J. Bocage Director

<PAGE>

EXHIBIT 8.B
REDACTED
PARTICIPATION AGREEMENT
AMONG TEMPLETON VARIABLE PRODUCTS SERIES FUND,
FRANKLIN TEMPLETON DISTRIBUTORS, INC. and
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY, JOHN HANCOCK
VARIABLE LIFE INSURANCE COMPANY, AND
INVESTORS PARTNERS LIFE INSURANCE COMPANY

THIS AGREEMENT made as of ____________, 1999, among Templeton Variable
Products Series Fund (the "Trust"), an open-end management investment company
organized as a business trust under Massachusetts law, Franklin Templeton
Distributors, Inc., a California corporation, the Trust's principal underwriter
("Underwriter"), and John Hancock Mutual Life Insurance Company and John Hancock
Variable Life Insurance Company, each a life insurance company organized under
Massachusetts law, and Investors Partner Life Insurance Company, a life
insurance company organized under Delaware law, each such insurance company
being referred to herein as (the "Company"), and acting on its own behalf and on
behalf of each of its segregated asset accounts set forth in Schedule A, as may
be amended from time to time (the "Accounts").

W I T N E S S E T H:
--------------------

WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and has an
effective registration statement relating to the offer and sale of the various
series of its shares under the Securities Act of 1933, as amended (the "1933
Act");

WHEREAS, the Trust and the Underwriter desire that Trust shares be used as
an investment vehicle for separate accounts established for variable life
insurance policies and variable annuity contracts to be offered by life
insurance companies which have entered into fund participation agreements with
the Trust (the "Participating Insurance Companies");

WHEREAS, the beneficial interest in the Trust is divided into several
series of shares, each series representing an interest in a particular managed
portfolio of securities and other assets, and certain of those series, named in
Schedule B, (the "Portfolios") are to be made available for purchase by the
Company for its Accounts;

WHEREAS, the Trust has received an order from the SEC, dated November 16,
1993 (File No. 812-8546), granting Participating Insurance Companies and their
separate accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a)
and 15(b) of the 1940 Act, and

1
<PAGE>

REDACTED

Rules 6e-2 (b) (15) and 6e-3 (T) (b) (15) thereunder, to the extent necessary to
permit shares of the Trust to be sold to and held by variable annuity and
variable life insurance separate accounts of both affiliated and unaffiliated
life insurance companies and certain qualified pension and retirement plans (the
"Shared Funding Exemptive Order");

WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act unless an exemption from registration under
the 1940 Act is available and the Trust has been so advised; and has registered
or will register interests under certain variable annuity contracts and variable
life insurance policies, listed on Schedule C attached hereto, under which the
portfolios are to be made available as investment vehicles (the "Contracts")
under the 1933 Act unless such interests under the Contracts in the Accounts are
exempt from registration under the 1933 Act and the Trust has been so advised;

WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company, on the date shown for such account on Schedule A hereto, to set aside
and invest assets attributable to one or more Contracts;

WHEREAS, the Underwriter is registered as a broker dealer with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and is a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD");

WHEREAS, each investment adviser listed on Schedule B (each, an "Adviser")
is duly registered as an investment adviser under the Investment Advisers Act of
1940, as amended ("Advisers Act") and any applicable state securities laws. As
to any Portfolio, references to the Adviser in this Agreement refer to the
Adviser for that Portfolio;

WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid Contracts and the Underwriter
is authorized to sell such shares to unit investment trusts such as each Account
at net asset value;

AGREEMENT
---------

NOW THEREFORE, in consideration of their mutual promises, the parties agree
as follows:

1.0. Form of Agreement. Although the parties have executed this Agreement
in the form of a Master Fund Participation Agreement for administrative
convenience, this Agreement shall create a separate agreement for each Company
as though each Company had separately executed an identical Fund Participation
Agreement with the Trust and the

2
<PAGE>

REDACTED

Underwriter. No rights, responsibilities or liabilities arising under the
Agreement as it pertains to one Company shall be enforceable by or against any
party to the Agreement as it pertains to another Company.

ARTICLE I.
Purchase and Redemption of Trust Portfolio Shares
-------------------------------------------------

1.1. ( REDACTED )

1.2. ( REDACTED )

1.3 The Company shall submit payment for the purchase of shares of a
Portfolio on behalf of an Account no later than the close of business on the
next Business Day after the Trust receives the purchase order. Payment shall be
made in federal funds transmitted by wire to the Trust or its designated
custodian. Upon receipt by the Trust of the federal funds so wired, such funds
shall cease to be the responsibility of the Company and shall become the
responsibility of the Trust for this purpose. "Business Day" shall mean any day
on which the NYSE is open for trading and on which the Trust calculates its net
asset value pursuant to the rules of the SEC.

1.4 The Trust will redeem for cash any full or fractional shares of any
Portfolio, when requested by the Company on behalf of an Account, at the net
asset value next computed after receipt by the Trust (or its agent) of the
request for redemption, as established in accordance with the provisions of the
then current prospectus of the Trust describing Portfolio redemption procedures.
The Trust shall make payment for such shares in the manner established from time
to time by the Trust. Redemption with respect to a Portfolio will normally be
paid to the Company for an Account in federal funds transmitted by wire to the
Company before the close of business on the next Business Day after the receipt
of the request for redemption. Such payment may be delayed if, for example, the
Portfolio's cash position so requires or if extraordinary market conditions
exist, but in no event shall payment be delayed for a greater period than is
permitted by the 1940 Act.

1.5 Payments for the purchase of shares of the Trust's Portfolios by the
Company under Section 1.3 and payments for the redemption of shares of the
Trust's Portfolios under Section 1.4 may be netted against one another on any
Business Day for the purpose of determining the amount of any wire transfer on
that Business Day.

1.6 Issuance and transfer of the Trust's Portfolio shares will be by book
entry only. Stock certificates will not be issued to the Company or the Account.
Portfolio Shares purchased from the Trust will be recorded in the appropriate
title for each Account or the appropriate subaccount of each Account.

1.7 The Trust shall furnish, on or before the ex-dividend date, notice to
the Company of any income dividends or capital gain distributions payable on the
shares of any Portfolio

3
<PAGE>

REDACTED

of the Trust. The Company hereby elects to receive all such income dividends and
capital gain distributions as are payable on a Portfolio's shares in additional
shares of the Portfolio. The Trust shall notify the Company of the number of
shares so issued as payment of such dividends and distributions.

1.8 The Trust shall calculate the net asset value of each Portfolio on each
Business Day, as defined in Section 1.3. The Trust shall make the net asset
value per share for each Portfolio available to the Company or its designated
agent on a daily basis as soon as reasonably practical after the net asset value
per share is calculated (normally by 6:30 p.m. Eastern time) and shall use
reasonable efforts to make such net asset value per share available by 7:00 p.m.
Eastern time each Business Day.

1.9 The Trust agrees that its Portfolio shares will be sold only to
Participating Insurance Companies and their separate accounts and to certain
qualified pension and retirement plans ("Participating Plans") to the extent
permitted by the Shared Funding Exemptive Order. No shares of any Portfolio will
be sold directly to the general public. The Company agrees that it will use
Trust shares only for the purposes of funding the Contracts through the Accounts
listed in Schedule A, as amended from time to time.

1.10 The Company agrees that all net amounts available under the Contracts
shall be invested in the Trust, in such other Funds advised by an Adviser or its
affiliates as may be mutually agreed to in writing by the parties hereto, or in
the Company's general account, provided that such amounts may also be invested
in an investment company other then the Trust if: (a) such other investment
company, or series thereof, has investment objectives or policies that are
substantially different from the investment objectives and policies of the
Portfolios; or (b) the Company gives the Trust and the Underwriter written
notice of its intention to make such other investment company available as a
funding vehicle for the Contracts; or (c) such other investment company is
available as a funding vehicle for the Contracts as of the date of this
Agreement and the Company so informs the Trust and the Underwriter prior to
their signing this Agreement (a list of such investment companies appearing on
Schedule D to this Agreement); or (d) the Trust or the Underwriter consents to
the use of such other investment company.

1.11 The Trust agrees that all Participating Insurance Companies shall have
the obligations and responsibilities regarding pass-through voting and conflicts
of interest corresponding to those contained in Section 2.10 and Article IV of
this Agreement.

1.12 ( REDACTED )

ARTICLE II.
Obligations of the Parties; Fees and Expenses
---------------------------------------------

4
<PAGE>

REDACTED

2.1 The Trust shall prepare and be responsible for filing with the SEC and
any state regulators requiring such filing ( REDACTED ) shareholder reports,
notices, proxy materials (or similar materials such as voting instruction
solicitation materials), prospectuses and statements of additional information
of the Trust. The Trust shall bear the costs of registration and qualification
of its shares of the Portfolios, preparation and filing of the documents listed
in this Section 2.1 and all taxes to which an issuer is subject on the issuance
and transfer of its shares.

2.2 At the option of the Company, the Trust or the Underwriter shall either
(a) provide the Company with as many copies of portions of the Trust's current
prospectus, annual report, semi-annual report and other shareholder
communications, including any amendments or supplements to any of the foregoing,
pertaining specifically to the Portfolios as the Company shall reasonably
request; or (b) provide the Company with a camera ready copy of such documents
in a form suitable for printing and from which information relating to series of
the Trust other than the Portfolios has been deleted to the extent practicable.
( REDACTED )

2.3 The Trust (at its expense) shall provide the Company with copies of any
Trust-sponsored proxy materials in such quantity as the Company shall reasonably
require for distribution to Contract owners. The Company shall bear the costs of
distributing proxy materials (or similar materials such as voting solicitation
instructions), prospectuses and statements of additional information to Contract
owners. The Company assumes sole responsibility for ensuring that such materials
are delivered to Contract owners in accordance with applicable federal and state
securities laws.

2.4 If and to the extent required by law, the Company shall: (i) solicit
voting instructions from Contract owners; (ii) vote the Trust shares in
accordance with the instructions received from Contract owners; and (iii) vote
Trust shares for which no instructions have been received in the same proportion
as Trust shares of such Portfolio for which instructions have been received; so
long as and to the extent that the SEC continues to interpret the 1940 Act to
require pass-through voting privileges for variable contract owners. The Company
reserves the right to vote Trust shares held in any segregated asset account in
its own right, to the extent permitted by law.

2.5 (a) Except as provided in section 2.6, the Company shall not use any
designation comprised in whole or part of the names or marks
"Franklin" or "Templeton" or any other Trademark relating to the Trust
or Underwriter without prior written consent, and upon termination of
this Agreement for any reason, the Company shall cease all use of any
such name or mark as soon as reasonably practicable.

(b) ( REDACTED )

5
<PAGE>

REDACTED

2.6 The Company shall furnish, or cause to be furnished to the Trust, or
its designee, at least one complete copy of ( REDACTED ) :

. each piece of sales literature or other promotional material (REDACTED).
No such material shall be used if the Trust or its designee reasonably
objects to such use within five Business Days after receipt of such
material. For purposes of this paragraph, "sales literature or other
promotional material" includes, but is not limited to, portions of the
following that use any Trademark related to the Trust or Underwriter or
refer to the Trust or affiliates of the Trust: advertisements (such as
material published or designed for use in a newspaper, magazine or other
periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures or electronic
communication or other public media), sales literature (i.e., any
written communication distributed or made generally available to
customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or
excerpts of any other advertisement, sales literature or published
article or electronic communication), and educational or training
materials or other communications distributed or made generally
available to some or all agents or employees.

2.7 ( REDACTED )

2.8 ( REDACTED )

2.9 ( REDACTED )

2.10 ( REDACTED )

2.11 The Trust and Underwriter shall pay no fee or other compensation to
the Company under this Agreement except as provided on Schedule E, if attached.
Nevertheless, the Trust or the Underwriter or an affiliate may make payments
(other than pursuant to a Rule 12b-1 Plan) to the Company or its affiliates or
to the Contracts' underwriter in amounts agreed to by the Underwriter or an
affiliate in writing and such payments may be made out of fees otherwise payable
to the Underwriter or its affiliates, profits of the Underwriter or its
affiliates, or other resources available to the Underwriter or its affiliates.

ARTICLE III.
Representations and Warranties
------------------------------

6
<PAGE>

REDACTED

3.1 The Company represents and warrants that it is an insurance company
duly organized and in good standing under the laws of its state of organization
and that it has legally and validly established each Account as a segregated
asset account under such law as of the date set forth in Schedule A.

3.2 The Company represents and warrants that, with respect to each Account,
(1) the Company has registered or, prior to any issuance or sale of the
Contracts, will register the Account as a unit investment trust in accordance
with the provisions of the 1940 Act to serve as a segregated asset account for
the Contracts, or (2) if the Account is exempt from registration as an
investment company under Section 3(c) of the 1940 Act, the Company will make
every effort to maintain such exemption and will notify the Trust and the
Adviser immediately upon having a reasonable basis for believing that such
exemption no longer applies or might not apply in the future.

3.3 The Company represents and warrants that, with respect to each
Contract, (1) interests in each Account issued pursuant to that Contract will be
registered under the 1933 Act, or (2) if the interests are exempt from
registration under Section 3(a)(2) of the 1933 Act or under Section 4(2) and/or
Regulation D of the 1933 Act, the Company will make every effort to maintain
such exemption and will notify the Trust and the Adviser immediately upon having
a reasonable basis for believing that such exemption no longer applies or might
not apply in the future. The Company further represents and warrants that the
Contracts will be sold by broker-dealers, or their registered representatives,
who are registered with the SEC under the 1934 Act and who are members in good
standing of the NASD; the Contracts will be issued and sold in compliance in all
material respects with all applicable federal and state laws; and the sale of
the Contracts shall comply in all material respects with state insurance
suitability requirements.

For any unregistered Accounts which are exempt from registration under the
`40 Act in reliance upon Sections 3(c)(1) or 3(c)(7) thereof, the Company
represents and warrants that:

(a) each Account and sub-account thereof has a principal underwriter which
is registered as a broker-dealer under the Securities Exchange Act of
1934, as amended;

(b) Trust shares are and will continue to be the only investment
securities held by the corresponding Account sub-accounts; and

(1) seek instructions from all Contract owners with regard to the
voting of all proxies with respect to Trust shares and vote such

7
<PAGE>

proxies only in accordance with such instructions or vote such
shares held by it in the same proportion as the vote of all other
holders of such shares; and

(2) refrain from substituting shares of another security for such
shares unless the SEC has approved such substitution in the
manner provided in Section 26 of the `40 Act.

3.4 The Trust represents and warrants that it is duly organized and validly
existing under the laws of the Commonwealth of Massachusetts and that it does
and will comply in all material respects with the 1940 Act and the rules and
regulations thereunder.

3.5 The Trust represents and warrants that the Portfolio shares offered and
sold pursuant to this Agreement will be registered under the 1933 Act and the
Trust shall be registered under the 1940 Act prior to and at the time of any
issuance or sale of such shares. The Trust shall amend its registration
statement under the 1933 Act and the 1940 Act from time to time as required in
order to effect the continuous offering of its shares. The Trust shall register
and qualify its shares for sale in accordance with the laws of the various
states only if and to the extent deemed advisable by the Trust or the
Underwriter.

3.6 The Trust represents and warrants that the investments of each
Portfolio will comply with the diversification requirements for variable
annuity, endowment or life insurance contracts set forth in Section 817(h) of
the Internal Revenue Code of 1986, as amended ("Code"), and the rules and
regulations thereunder, including without limitation Treasury Regulation 1.817-
5, and will notify the Company immediately upon having a reasonable basis for
believing any Portfolio has ceased to comply or might not so comply and will in
that event immediately take all reasonable steps to adequately diversify the
Portfolio to achieve compliance within the grace period afforded by Regulation
1.817-5.

3.7 ( REDACTED )

3.8 The Trust represents and warrants that should it ever desire to make
any payments to finance distribution expenses pursuant to Rule 12b-1 under the
1940 Act, the Trustees, including a majority who are not "interested persons" of
the Trust under the 1940 Act ("disinterested Trustees"), will formulate and
approve any plan under Rule 12b-1 to finance distribution expenses.

3.9 The Trust represents and warrants that it, its directors, officers,
employees and others dealing with the money or securities, or both, of a
Portfolio shall at all times be covered by a blanket fidelity bond or similar
coverage for the benefit of the Trust in an amount not less that the minimum
coverage required by Rule 17g-1 or other regulations under the 1940 Act. Such
bond shall include coverage for larceny and embezzlement and be issued by a
reputable bonding company.

8
<PAGE>

REDACTED

3.10 The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals or entities
dealing with the money and/or securities of the Trust are and shall be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Trust, in an amount not less than $5 million. The aforesaid bond shall
include coverage for larceny and embezzlement and shall be issued by a reputable
bonding company. The Company agrees to make all reasonable efforts to see that
this bond or another bond containing these provisions is always in effect, and
agrees to notify the Trust and the Underwriter in the event that such coverage
no longer applies.

3.11 The Underwriter represents that each Adviser is duly organized and
validly existing under applicable corporate law and that it is registered and
will during the term of this Agreement remain registered as an investment
adviser under the Advisers Act.

3.12 The Trust currently intends for one or more classes of shares (each,
a "Class") to make payments to finance its distribution expenses, including
service fees, pursuant to a Plan adopted under Rule 12b-1 under the 1940 Act
("Rule 12b-1"), although it may determine to discontinue such practice in the
future. To the extent that any Class of the Trust finances its distribution
expenses pursuant to a Plan adopted under Rule 12b-1, the Trust undertakes to
comply with any then current SEC and SEC staff interpretations concerning Rule
12b-1 or any successor provisions.

ARTICLE IV.
Potential Conflicts
-------------------

4.1 The parties acknowledge that a Portfolio's shares may be made available
for investment to other Participating Insurance Companies and Plans. In such
event, the Trustees will monitor the Trust for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
Participating Insurance Companies and the interests of Participating Plans. An
irreconcilable material conflict may arise for a variety of reasons, including:
(a) an action by any state insurance regulatory authority; (b) a change in
applicable federal or state insurance, tax, or securities laws or regulations,
or a public ruling, private letter ruling, no-action or interpretative letter,
or any similar action by insurance, tax, or securities regulatory authorities;
(c) an administrative or judicial decision in any relevant proceeding; (d) the
manner in which the investments of any Portfolio are being managed; (e) a
difference in voting instructions given by variable annuity contract and
variable life insurance contract owners; or (f) a decision by an insurer to
disregard the voting instructions of contract owners. The Trust shall promptly
inform the Company of any determination by the Trustees that an irreconcilable
material conflict exists and of the implications thereof.

4.2 The Company agrees to promptly report any potential or existing
conflicts of which it is aware to the Trustees. The Company will assist the
Trustees in carrying out their responsibilities under the Shared Funding
Exemptive Order by providing the Trustees with all

9
<PAGE>

REDACTED

information reasonably necessary for the Trustees to consider any issues raised
including, but not limited to, information as to a decision by the Company to
disregard Contract owner voting instructions. All communications from the
Company to the Trustees may be made in care of the Trust.

4.3 If it is determined by a majority of the Trustees, or a majority of the
disinterested Trustees, that a material irreconcilable conflict exists that
affects the interests of Contract owners, the Company shall, in cooperation with
other Participating Insurance Companies whose contract owners are also affected
and any affected Participating Plans, at its own expense and to the extent
reasonably practicable (as determined by the Trustees) take whatever steps are
necessary to remedy or eliminate the irreconcilable material conflict, which
steps could include: (a) withdrawing the assets allocable to some or all of the
Accounts from the Trust or any Portfolio and reinvesting such assets in a
different investment medium, including (but not limited to) another Portfolio of
the Trust, or submitting the question of whether or not such withdrawal should
be implemented to a vote of all affected Contract owners and, as appropriate,
withdrawal of the assets of any appropriate group (i.e. , annuity contract
owners, life insurance policy owners, or variable contract owners of one or more
Participating Insurance Companies or Plans) that votes in favor of such
withdrawal, or offering to the affected Contract owners the option of making
such a change; and (b) establishing a new registered management investment
company or managed separate account.

4.4 If a material irreconcilable conflict arises because of a decision by
the Company to disregard Contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Trust's election, to withdraw the affected Account's
investment in the Trust and terminate this Agreement with respect to such
Account; provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable conflict
as determined by a majority of the disinterested Trustees. Any such withdrawal
and termination must take place within six (6) months after the Trust gives
written notice that this provision is being implemented. Until the end of such
six (6) month period, the Trust shall continue to accept and implement orders by
the Company for the purchase and redemption of shares of the Trust in accordance
with the terms of this Agreement.

4.5 If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with a
majority of other state regulators, then the Company will withdraw the affected
Account's investment in the Trust and terminate this Agreement with respect to
such Account within six (6) months after the Trustees inform the Company in
writing that it has determined that such decision has created an irreconcilable
material conflict; provided, however, that such withdrawal and termination shall
be limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested Trustees. Until the
end of such six (6) month period, the Trust shall continue to accept and
implement orders by the Company

10
<PAGE>

REDACTED

for the purchase and redemption of shares of the Trust in accordance with the
terms of this Agreement.

4.6 For purposes of Sections 4.3 through 4.6 of this Agreement, a majority
of the disinterested Trustees shall determine whether any proposed action
adequately remedies any irreconcilable material conflict, but in no event will
the Trust be required to establish a new funding medium for the Contracts. In
the event that the Trustees determine that any proposed action does not
adequately remedy any irreconcilable material conflict, then the Company will
withdraw the Account's investment in the Trust and terminate this Agreement
within six (6) months after the Trustees inform the Company in writing of the
foregoing determination; provided, however, that such withdrawal and termination
shall be limited to the extent required by any such material irreconcilable
conflict as determined by a majority of the disinterested Trustees.

4.7 The Company shall at least annually submit to the Trustees such
reports, materials or data as the Trustees may reasonably request so that the
Trustees may fully carry out the duties imposed upon them by the Shared Funding
Exemptive Order, and said reports, materials and data shall be submitted more
frequently if reasonably deemed appropriate by the Trustees.

4.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940
Act or the rules promulgated thereunder with respect to mixed or shared funding
(as defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive Order,
then the Trust and/or the Participating Insurance Companies and Participating
Plans, as appropriate, shall take such steps as may be necessary to comply with
Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent
such rules are applicable.

ARTICLE V.
Indemnification
---------------

5.1 Indemnification By the Company
------------------------------

(a) The Company agrees to indemnify and hold harmless the
Underwriter, the Trust and each of its Trustees, officers, employees
and agents and each person, if any, who controls the Trust within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" and individually the "Indemnified Party" for purposes of this
Article V) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the
Company, which consent shall not be unreasonably withheld) or expenses
(including the reasonable costs of investigating or defending any
alleged loss, claim, damage, liability or expense

11
<PAGE>

and reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses"), to which the Indemnified Parties may become
subject under any statute or regulation, or at common law or
otherwise, insofar as such Losses

(i) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in a
disclosure document for the Contracts or in the Contracts
themselves or in sales literature generated or approved by the
Company on behalf of the Contracts or Accounts (or any amendment
or supplement to any of the foregoing) (collectively, "Company
Documents" for the purposes of this Article V), or arise out of
or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, provided
that this indemnity shall not apply as to any Indemnified Party
if such statement or omission or such alleged statement or
omission was made in reliance upon and was accurately derived
from written information furnished to the Company by or on behalf
of the Trust for use in Company Documents or otherwise for use in
connection with the sale of the Contracts or Trust shares; or

(ii) arise out of or result from statements or
representations (other than statements or representations
contained in and accurately derived from Trust Documents as
defined in Section 5.2 (a)(i)) or wrongful conduct of the Company
or persons under its control, with respect to the sale or
acquisition of the Contracts or Trust shares; or

(iii) arise out of or result from any untrue statement or
alleged untrue statement of a material fact contained in Trust
Documents as defined in Section 5.2(a)(i) or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading if such statement or omission was made in reliance
upon and accurately derived from written information furnished to
the Trust by or on behalf of the Company; or

(iv) arise out of or result from any failure by the Company
to provide the services or furnish the materials required under
the terms of this Agreement; or

(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Company.

12
<PAGE>

REDACTED

(b) The Company shall not be liable under this indemnification
provision with respect to any Losses to which an Indemnified Party
would otherwise be subject by reason of such Indemnified Party's
willful misfeasance, bad faith, or gross negligence in the performance
of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this
Agreement or to the Trust or Underwriter, whichever is applicable.
The Company shall also not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party
unless such Indemnified Party shall have notified the Company in
writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have
been served upon such Indemnified Party (or after such Indemnified
Party shall have received notice of such service on any designated
agent), but failure to notify the Company of any such claim shall not
relieve the Company from any liability which it may have to the
Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action
is brought against the Indemnified Parties, the Company shall be
entitled to participate, at its own expense, in the defense of such
action. Unless the Indemnified Party releases the Company from any
further obligation under this Section 5.1, the Company also shall be
entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Company to such
party of the Company's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional
counsel retained by it, and the Company will not be liable to such
party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with
the defense thereof other than reasonable costs of investigation.

(c) The Indemnified Parties will promptly notify the Company of
the commencement of any litigation or proceedings against them in
connection with the issuance or sale of the Trust shares or the
Contracts or the operation of the Trust.

5.2 Indemnification By The Underwriter
----------------------------------

(a) The Underwriter agrees to indemnify and hold harmless the Company,
the underwriter of the Contracts and each of their directors, officers,
employees, agents, and each person, if any, who controls the Company or the
underwriter of the Contracts within the meaning of Section 15 of the 1933
Act (collectively, the "Indemnified Parties" and individually an
"Indemnified Party" for purposes of this Section 5.2) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement
with the written consent of the Underwriter, which consent shall not be
unreasonably withheld) or expenses (including the reasonable costs of

13
<PAGE>

REDACTED

investigating or defending any alleged loss, claim, damage, liability or
expense and reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses") to which the Indemnified Parties may become
subject under any statute, at common law or otherwise, insofar as such
Losses:

(i) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in the
Registration Statement, prospectus or sales literature of the Trust
(or any amendment or supplement to any of the foregoing)
(collectively, the "Trust Documents") or arise out of or are based
upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, provided that this agreement to indemnify
shall not apply as to any Indemnified Party if such statement or
omission of such alleged statement or omission was made in reliance
upon and in conformity with information furnished to the Underwriter
or Trust by or on behalf of the Company for use in the Registration
Statement or prospectus for the Trust or in sales literature (or any
amendment or supplement) or otherwise for use in connection with the
sale of the Contracts or Trust shares; or

(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the disclosure
documents or sales literature for the Contracts) or wrongful conduct
of the Trust, Adviser or Underwriter or persons under their control,
with respect to the sale or distribution of the Contracts or Trust
shares; or

(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a disclosure document or
sales literature covering the Contracts, or any amendment thereof or
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statement or statements therein not misleading, if such
statement or omission was made in reliance upon information furnished
to the Company by or on behalf of the Trust, the Underwriter or the
Adviser or persons under their control; or

(iv) arise as a result of any failure by the Trust to provide the
services and furnish the materials under the terms of this Agreement
or any material breach by the Trust of any representation and/or
warranty in this Agreement (including a failure, whether unintentional
or in good faith or otherwise, to comply with the qualification
representation specified in Section 3.7 of this Agreement and
diversification requirements specified in Section 3.6 of this
Agreement; or

(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in this
Agreement or arise out of or

14
<PAGE>

REDACTED

result from any other material breach of this Agreement by the
Underwriter; as limited by and in accordance with the provisions of
Sections 5.2(b) and 5.2(c) hereof.

(b) The Underwriter shall not be liable under this indemnification
provision with respect to any Losses to which an Indemnified Party would
otherwise be subject by reason of such Indemnified Party's willful
misfeasance, bad faith, or gross negligence in the performance of such
Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations and duties under this Agreement or to
each Company or the Account, whichever is applicable.

(c) The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party
unless such Indemnified Party shall have notified the Underwriter in
writing within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been
served upon such Indemnified Party (or after such Indemnified Party shall
have received notice of such service on any designated agent), but failure
to notify the Underwriter of any such claim shall not relieve the
Underwriter from any liability which it may have to the Indemnified Party
against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the
Indemnified Parties, the Underwriter will be entitled to participate, at
its own expense, in the defense thereof. Unless the Indemnified Party
releases the Underwriter from any further obligation under this Section
5.2, the Underwriter also shall be entitled to assume the defense thereof,
with counsel satisfactory to the party named in the action. After notice
from the Underwriter to such party of the Underwriter's election to assume
the defense thereof, the Indemnified Party shall bear the expenses of any
additional counsel retained by it, and the Underwriter will not be liable
to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the
defense thereof other than reasonable costs of investigation.

(d) The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its
officers or directors in connection with the issuance or sale of the
Contracts or the operation of each Account.

5.3 Indemnification By The Trust
----------------------------

(a) ( REDACTED )

(b) The Trust shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against any Indemnified Party as such may arise from
such Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified

15
<PAGE>

REDACTED

Party's duties or by reason of such Indemnified Party's reckless disregard
of obligations and duties under this Agreement or to the Company, the
Trust, the Underwriter or each Account, whichever is applicable.

(c) The Trust shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Trust in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claims shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received
notice of such service on any designated agent), but failure to notify the
Trust of any such claim shall not relieve the Trust from any liability
which it may have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification provision. In
case any such action is brought against the Indemnified Parties, the Trust
will be entitled to participate, at its own expense, in the defense
thereof. Unless the Indemnified Party releases the Trust from any further
obligation under this Section 5.3, the Trust also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in
the action. After notice from the Trust to such party of the Trust's
election to assume the defense thereof, the Indemnified Party shall bear
the fees and expenses of any additional counsel retained by it, and the
Trust will not be liable to such party under this Agreement for any legal
or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.

(d) The Company and the Underwriter agree promptly to notify the Trust
of the commencement of any litigation or proceedings against it or any of
its respective officers or directors in connection with this Agreement, the
issuance or sale of the Contracts, with respect to the operation of either
the Account, or the sale or acquisition of share of the Trust.

ARTICLE VI.
Termination
-----------

6.1 This Agreement may be terminated by any party in its entirety or with
respect to one, some or all Portfolios or any reason by sixty (60) days advance
written notice delivered to the other parties, and shall terminate immediately
in the event of its assignment.

6.2 This Agreement may be terminated immediately by either the Trust or the
Underwriter upon written notice to the Company if :

(a) ( REDACTED )

(b) ( REDACTED )

16
<PAGE>

REDACTED

6.3 If this Agreement is terminated for any reason, except under Article IV
(Potential Conflicts) above, the Trust shall, at the option of the Company,
continue to make available additional shares of any Portfolio and redeem shares
of any Portfolio pursuant to all of the terms and conditions of this Agreement
for all Contracts in effect on the effective date of termination of this
Agreement. If this Agreement is terminated pursuant to Article IV, the
provisions of Article IV shall govern.

6.4 The provisions of Articles II (Representations and Warranties) and V
(Indemnification) shall survive the termination of this Agreement. All other
applicable provisions of this Agreement shall survive the termination of this
Agreement, as long as shares of the Trust are held on behalf of Contract owners
in accordance with Section 6.3, except that the Trust and the Underwriter shall
have no further obligation to sell Trust shares with respect to Contracts issued
after termination.

6.5 ( REDACTED )

ARTICLE VII.
Notices.
--------

Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other party.

If to the Trust or the Underwriter:

Templeton Variable Products Series Fund or
Franklin Templeton Distributors, Inc.
500 E. Broward Boulevard
Fort Lauderdale, FL 33394-3091
Attention: Barbara J. Green, Trust Secretary

WITH A COPY TO

Franklin Resources, Inc.
777 Mariners Island Boulevard
San Mateo, CA 94404
Attention: Karen L. Skidmore, Associate General Counsel

If to John Hancock Mutual Life Insurance Company or
John Hancock Variable Life Insurance Company:

John Hancock Mutual Life Insurance Company

17
<PAGE>

REDACTED

(or John Hancock Variable Life Insurance Company)
200 Clarendon Street
Boston, Massachusetts 02117
Fascimile No. 617-572-5775
Attention: Michele G. Van Leer, Senior Vice
President,JHMLICO

WITH A COPY TO

Ronald J. Bocage
Vice President & Counsel
John Hancock Mutual Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Facsimile No. 617-572-9161

If to Investors Partner Life Insurance Company:

Investors Partner Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Fascimile No. 617-572-0952
Attention: Randi M. Sterrn, Vice President

WITH A COPY TO

Ronald J. Bocage
Vice President & Counsel
John Hancock Mutual Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Facsimile No. 617-572-9161

ARTICLE VIII.
Miscellaneous
-------------

8.1 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

18
<PAGE>

REDACTED

8.2 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

8.3 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.

8.4 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts. It
shall also be subject to the provisions of the federal securities laws and the
rules and regulations thereunder and to any orders of the SEC on behalf of the
Trust granting exemptive relief therefrom and the conditions of any such orders.
Copies of any such orders shall be promptly forwarded by the Trust to the
Company.

8.5 The parties to this Agreement acknowledge and agree that all
liabilities of the Trust arising, directly or indirectly, under this Agreement,
of any and every nature whatsoever, shall be satisfied solely out of the assets
of the Trust and that no Trustee, officer, agent or holder of shares of
beneficial interest of the Trust shall be personally liable for any such
liabilities.

8.6 Each party shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the SEC, the NASD, and
state insurance regulators) and shall permit such authorities reasonable access
to its books and records in connection with any investigation or inquiry
relating to this Agreement or the transactions contemplated hereby.

8.7 Each party hereto shall treat as confidential the names and addresses
of the Contract owners and all information reasonably identified as confidential
in writing by any other party hereto, and, except as permitted by this Agreement
or as required by legal process or regulatory authorities, shall not disclose,
disseminate, or utilize such names and addresses and other confidential
information until such time as they may come into the public domain, without the
express written consent of the affected party. Without limiting the foregoing,
no party hereto shall disclose any information that such party has been advised
is proprietary, except such information that such party is required to disclose
by any appropriate governmental authority (including, without limitation, the
SEC, the NASD, and state securities and insurance regulators).

8.8 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.

8.9 The parties to this Agreement acknowledge and agree that this Agreement
shall not be exclusive in any respect, except as provided in Section 1.10.

19
<PAGE>

REDACTED

8.10 Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the prior written approval of the other
parties.

8.11 No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by all
parties.

IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Participation Agreement as of the date and year first
above written.

The Company:
As to Accounts and Contracts of JHMLICO
John Hancock Mutual Life Insurance Company
------------------------------------------
By its authorized officer

------------------------------------------
Name:
Title:

or, as to Accounts and Contracts of JHVLICO:
John Hancock Variable Life Insurance Company
--------------------------------------------
By its authorized officer

------------------------------------------
Name:
Title:

or, as to Accounts and Contracts of IPL:
Investors Partner Life Insurance Company
----------------------------------------
By its authorized officer

20
<PAGE>

REDACTED

------------------------------------------
Name:
Title:

The Trust:
Templeton Variable Products Series Fund
---------------------------------------
By its authorized officer

By:
---------------------------------------
Name: Karen L. Skidmore
Title: Assistant Vice President, Assistant Secretary

The Underwriter:
Franklin Templeton Distributors, Inc.
-------------------------------------
By its authorized officer

------------------------------------------
Name: Deborah R. Gatzek
Title: Senior Vice President, Assistant Secretary

<PAGE>

EXHIBIT 8.C

PARTICIPATION AGREEMENT
-----------------------

Among

VARIABLE INSURANCE PRODUCTS FUND,
--------------------------------

FIDELITY DISTRIBUTORS CORPORATION
---------------------------------

and

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
------------------------------------------

THIS AGREEMENT, made and entered into as of the _________ day of
______________, 1999 by and among JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY,
(hereinafter the "Company"), a Massachusetts corporation, on its own behalf and
on behalf of each segregated asset account of the Company set forth on Schedule
A hereto as may be amended from time to time (each such account hereinafter
referred to as the "Account"), and the VARIABLE INSURANCE PRODUCTS FUND, an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION
(hereinafter the "Underwriter"), a Massachusetts corporation.

WHEREAS, the Fund engages in business as an open-end management
investment company and is available to act as the investment vehicle for
separate accounts established for variable life insurance policies and variable
annuity contracts (collectively, the "Variable Insurance Products") to be
offered by insurance companies which have entered into participation agreements
with the Fund and the Underwriter (hereinafter "Participating Insurance
Companies"); and

WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each representing the interest in a particular managed
portfolio of securities and other assets, any one or more of which may be made
available under this Agreement, as may be amended from time to time by mutual
agreement of the parties hereto (each such series hereinafter referred to as a
"Portfolio"); and

WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated October 15, 1985 (File No. 812-6102), granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and

1
<PAGE>

Rules 6e-2(b) (15) and 6e-3(T) (b) (15) thereunder, to the extent necessary to
permit shares of the Fund to be sold to and held by variable annuity and
variable life insurance separate accounts of both affiliated and unaffiliated
life insurance companies (hereinafter the "Shared Funding Exemptive Order"); and

WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and

WHEREAS, Fidelity Management & Research Company (the "Adviser") is duly
registered as an investment adviser under the federal Investment Advisers Act of
1940 and any applicable state securities law; and

WHEREAS, the Company has registered or will register interests in
certain variable life insurance and variable annuity contracts under the 1933
Act, which are idenfied on Schedule A hereto ("Contracts"); and

WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company, on the date shown for such Account on Schedule A hereto, to set aside
and invest assets attributable to the aforesaid Contracts; and

WHEREAS, the Company has registered or will register each Account as a
unit investment trust under the 1940 Act; and

WHEREAS, the Underwriter is registered as a broker dealer with the
Securities and Exchange Commission ("SEC") under the Securities Exchange Act of
1934, as amended, (hereinafter the "1934 Act"), and is a member in good standing
of the National Association of Securities Dealers, Inc. (hereinafter "NASD");
and

WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid variable life and variable
annuity contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as each Account at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Underwriter agree as follows:

ARTICLE I. Sale of Fund Shares
-------------------

1.1. The Underwriter agrees to sell to the Company those shares of the
Fund which each Account orders, executing such orders on a daily basis at the
net asset value next computed after receipt by the Fund or its designee of the
order for the shares of

2
<PAGE>

the Fund. For purposes of this Section 1.1, the Company shall be the designee of
the Fund for receipt of such orders from each Account and receipt by such
designee shall constitute receipt by the Fund; provided that the Company uses
its best efforts to provide notice of such order to the Fund by 9:30 a.m. and
that the Fund receives notice of such order by 10:00 a.m. Boston time on the
next following Business Day. Beginning within three months of the effective date
of this Agreement, the Company agrees that orders for the purchase or redemption
of shares of the Funds on behalf of the Accounts will be placed directly by the
Company with the Funds or their transfer agent by electronic transmission.
"Business Day" shall mean any day on which the New York Stock Exchange is open
for trading and on which the Fund calculates its net asset value pursuant to the
rules of the Securities and Exchange Commission.

1.2. The Fund agrees to make its shares available indefinitely for
purchase at the applicable net asset value per share by the Company and its
Accounts on those days on which the Fund calculates its net asset value pursuant
to rules of the Securities and Exchange Commission and the Fund shall use
reasonable efforts to calculate such net asset value on each day which the New
York Stock Exchange is open for trading. Notwithstanding the foregoing, the
Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell
shares of any Portfolio to any person, or suspend or terminate the offering of
shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Board
acting in good faith and in light of their fiduciary duties under federal and
any applicable state laws, necessary in the best interests of the shareholders
of such Portfolio.

1.3. The Fund and the Underwriter agree that shares of the Fund will
be sold only to Participating Insurance Companies and their separate accounts.
No shares of any Portfolio will be sold to the general public.

1.4. The Fund and the Underwriter will not sell Fund shares to any
insurance company or separate account unless an agreement containing provisions
substantially the same as Articles I, III, V, VII and Section 2.5 of Article II
of this Agreement is in effect to govern such sales.

1.5. The Fund agrees to redeem for cash, on the Company's request, any
full or fractional shares of the Fund held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt by
the Fund or its designee of the request for redemption. For purposes of this
Section 1.5, the Company shall be the designee of the Fund for receipt of
requests for redemption from each Account and receipt by such designee shall
constitute receipt by the Fund; provided that the Fund receives notice of such
request for redemption on the next following Business Day.

1.6. The Company agrees that purchases and redemptions of Portfolio
shares offered by the then current prospectus of the Fund shall be made in
accordance with the provisions of such prospectus. The net amounts available
under the Company

3
<PAGE>

Variable Insurance Products that may be invested in the Fund ared those derived
from the Contracts listed on Schedule A.

1.7. The Company shall pay for Fund shares on the next Business Day
after an order to purchase Fund shares is made in accordance with the provisions
of Section 1.1 hereof. The Fund shall pay redemption proceeds in the manner
described in its prospectus, normally on the next Business Day after an order to
redeem fund shares is made in accordance with section 1.5 hereof. Payment shall
be in federal funds transmitted by wire. For purpose of Section 2.10 and 2.11,
upon receipt by the Fund of the federal funds so wired, such funds shall cease
to be the responsibility of the Company and shall become the responsibility of
the Fund.

1.8. Issuance and transfer of the Fund's shares will be by book entry
only. Stock certificates will not be issued to the Company or any Account.
Shares ordered from the Fund will be recorded in an appropriate title for each
Account or the appropriate subaccount of each Account.

1.9. The Fund shall furnish same day notice (by wire or telephone,
followed by written confirmation) to the Company of any income, dividends or
capital gain distributions payable on the Fund's shares. The Company hereby
elects to receive all such income dividends and capital gain distributions as
are payable on the Portfolio shares in additional shares of that Portfolio. The
Company reserves the right to revoke this election and to receive all such
income dividends and capital gain distributions in cash. The Fund shall notify
the Company of the number of shares so issued as payment of such dividends and
distributions.

1.10. The Fund shall make the net asset value per share for each
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated (normally by 6:30
p.m. Boston time) and shall use its best efforts to make such net asset value
per share available by 7 p.m. Boston time.

ARTICLE II. Representations and Warranties
------------------------------

2.1. The Company represents and warrants that interests under the
Contracts are or will be registered under the 1933 Act; that the Contracts will
be issued and sold in compliance in all material respects with all applicable
Federal and State laws and that the sale of the Contracts shall comply in all
material respects with state insurance suitability requirements. The Company
further represents and warrants that it is an insurance company duly organized
and in good standing under applicable law and that it has legally and validly
established each Account prior to any issuance or sale thereof as a segregated
asset account under the insurance laws of its state of organization and has
registered or, prior to any issuance or sale of the Contracts, will register
each Account as a unit investment trust in accordance with the provisions of the
1940 Act to serve as a segregated investment account for the Contracts.

4
<PAGE>

2.2. The Fund represents and warrants that Fund shares sold pursuant
to this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with the laws of the Commonwealth of
Massachusetts and all applicable federal and state securities laws and that the
Fund is and shall remain registered under the 1940 Act. The Fund shall amend
the Registration Statement for its shares under the 1933 Act and the 1940 Act
from time to time as required in order to effect the continuous offering of its
shares. The Fund shall register and qualify the shares for sale in accordance
with the laws of the various states only if and to the extent deemed advisable
by the Fund or the Underwriter.

2.3. The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986, as
amended, (the "Code") and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar provision) and
that it will notify the Company immediately upon having a reasonable basis for
believing that it has ceased to so qualify or that it might not so qualify in
the future.

2.4. The Company represents that the Contracts are currently treated
as endowment or annuity insurance contracts, under applicable provisions of the
Code and that it will make every effort to maintain such treatment and that it
will notify the Fund and the Underwriter immediately upon having a reasonable
basis for believing that the Contracts have ceased to be so treated or that they
might not be so treated in the future.

2.5. (a) With respect to Initial Class shares, the Fund currently
does not intend to make any payments to finance distribution expenses pursuant
to Rule 12b-1 under the 1940 Act or otherwise, although it may make such
payments in the future. The Fund has adopted a "no fee" or "defensive" Rule
12b-1 Plan under which it makes no payments for distribution expenses. To the
extent that it decides to finance distribution expenses pursuant to Rule 12b-1,
the Fund undertakes to have a board of trustees, a majority of whom are not
interested persons of the Fund, formulate and approve any plan under Rule 12b-1
to finance distribution expenses.

(b) With respect to Service Class shares, the Fund has adopted a
Rule 12b-1 Plan under which it makes payments to finance distribution expenses.
The Fund represents and warrants that it has a board of trustees, a majority of
whom are not interested persons of the Fund, which has formulated and approved
the Fund's Rule 12b-1 Plan to finance distribution expenses of the Fund and that
any changes to the Fund's Rule 12b-1 Plan will be approved by a similarly
constituted board of trustees.

2.6. The Fund makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various states
except that the Fund represents that the Fund's investment policies, fees and
expenses are and shall at all times remain in compliance with the laws of the
Commonwealth of Massachusetts and the Fund

5
<PAGE>

and the Underwriter represent that their respective operations are and shall at
all times remain in material compliance with the laws of the Commonwealth of
Massachusetts to the extent required to perform this Agreement.

2.7. The Underwriter represents and warrants that it is a member in
good standing of the NASD and is registered as a broker-dealer with the SEC.
The Underwriter further represents that it will sell and distribute the Fund
shares in accordance with the laws of the Commonwealth of Massachusetts and all
applicable state and federal securities laws, including without limitation the
1933 Act, the 1934 Act, and the 1940 Act.

2.8. The Fund represents that it is lawfully organized and validly
existing under the laws of the Commonwealth of Massachusetts and that it does
and will comply in all material respects with the 1940 Act.

2.9. The Underwriter represents and warrants that the Adviser is and
shall remain duly registered in all material respects under all applicable
federal and state securities laws and that the Adviser shall perform its
obligations for the Fund in compliance in all material respects with the laws of
the Commonwealth of Massachusetts and any applicable state and federal
securities laws, including without limitations fiduciary responsibilities
imposed by the 1940 Act regarding investment advisory fees or other
compensation.

2.10. The Fund and Underwriter represent and warrant that all of their
directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid Bond
shall include coverage for larceny and embezzlement and shall be issued by a
reputable bonding company.

2.11. The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are covered by a blanket fidelity
bond or similar coverage for the benefit of the Fund, and that said bond is
issued by a reputable bonding company, includes coverage for larceny and
embezzlement, and is in an amount not less than $5 million. The Company agrees
to make all reasonable efforts to see that this bond or another bond containing
these provisions is always in effect, and agrees to notify the Fund and the
Underwriter in the event that such coverage no longer applies.

ARTICLE III. Prospectuses and Proxy Statements; Voting
-----------------------------------------

6
<PAGE>

3.1. The Underwriter shall provide the Company with as many printed
copies of the Fund's current prospectus and Statement of Additional Information,
including any supplements thereto, as the Company may reasonably request. If
requested by the Company in lieu thereof, the Fund shall provide camera-ready
film containing the Fund's prospectus, Statement of Additional Information and
any supplement thereto, and such other assistance as is reasonably necessary in
order for the Company once each year (or more frequently if the prospectus
and/or Statement of Additional Information for the Fund is amended during the
year) to have the prospectus for the Contracts and the Fund's prospectus printed
together in one document, and to have the Statement of Additional Information
for the Fund and the Statement of Additional Information for the Contracts
printed together in one document. Alternatively, the Company may print the
Fund's prospectus and/or its Statement of Additional Information in combination
with other fund companies' prospectuses and statements of additional
information. Except as provided in the following three sentences, all expenses
of printing and distributing Fund prospectuses and Statements of Additional
Information shall be the expense of the Company. For prospectuses, Statements
of Additional Information, and any supplements thereto, provided by the Company
to its existing owners of Contracts in order to update disclosure annually as
required by the 1933 Act and/or the 1940 Act, the cost of printing shall be
borne by the Fund. If the Company chooses to receive camera-ready film in lieu
of receiving printed copies of the Fund's prospectus, the Fund will reimburse
the Company in an amount equal to the product of A and B where A is the number
of such prospectuses (or supplements) distributed to owners of the Contracts,
and B is the Fund's per unit cost of typesetting and printing the Fund's
prospectus. The same procedures shall be followed with respect to the Fund's
Statement of Additional Information (or supplements).

The Company agrees to provide the Fund or its designee with such
information as may be reasonably requested by the Fund to assure that the Fund's
expenses do not include the cost of printing any prospectuses or Statements of
Additional Information other than those needed for distribution to existing
owners of the Contracts.

3.2. The Fund's prospectus shall state that the Statement of
Additional Information for the Fund is available from the Underwriter or the
Company (or in the Fund's discretion, the Prospectus shall state that such
Statement is available from the Fund).

3.3. The Fund, at its expense, shall provide the Company with copies
of its proxy statements, reports to shareholders, and other communications
(except for prospectuses and Statements of Additional Information, which are
covered in Section 3.1) to shareholders in such quantity as the Company shall
reasonably require for distributing to Contract owners.

3.4. If and to the extent required by law the Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund shares in accordance with instructions received
from Contract owners; and

7
<PAGE>

(iii) vote Fund shares for which no instructions have been
received in a particular separate account in the same
proportion as Fund shares of such portfolio for which
instructions have been received in that separate account,

so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. The Company reserves the right to vote Fund
shares held in any segregated asset account in its own right, to the extent
permitted by law. Participating Insurance Companies shall be responsible for
assuring that each of their separate accounts participating in the Fund
calculates voting privileges in a manner consistent with the standards set forth
on Schedule B attached hereto and incorporated herein by this reference, which
standards will also be provided to the other Participating Insurance Companies.

3.5. The Fund will comply with all provisions of the 1940 Act
requiring voting by shareholders, and in particular the Fund will either provide
for annual meetings or comply with Section 16(c) of the 1940 Act (although the
Fund is not one of the trusts described in Section 16(c) of that Act) as well as
with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will
act in accordance with the Securities and Exchange Commission's interpretation
of the requirements of Section 16(a) with respect to periodic elections of
trustees and with whatever rules the Commission may promulgate with respect
thereto.

ARTICLE IV. Sales Material and Information
------------------------------

4.1. The Company shall furnish, or shall cause to be furnished, to the
Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or its investment adviser or the Underwriter is
named, at least ten Business Days prior to its use, or such shorter period as
the parties hereto may agree from time to time. No such material shall be used
if the Fund or its designee reasonably objects to such use within ten Business
Days after receipt of such material.

4.2. The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement, prospectus or statement
of additional information for the Fund shares, as these documents may be amended
or supplemented from time to time, or in reports or proxy materials for the
Fund, or in sales literature or other promotional material approved by the Fund
or its designee or by the Underwriter, except with the permission of the Fund or
the Underwriter or the designee of either.

8
<PAGE>

4.3. The Fund, Underwriter, or its designee shall furnish, or shall
cause to be furnished, to the Company or its designee, each piece of sales
literature or other promotional material in which the Company and/or its
separate account(s), is named at least ten Business Days prior to its use or
such shorter period as the parties hereto may agree from time to time. No such
material shall be used if the Company or its designee reasonably objects to such
use within ten Business Days after receipt of such material.

4.4. The Fund and the Underwriter shall not give any information or
make any representations or statements on behalf of the Company or concerning
the Company, each Account, or the Contracts other than the information or
representations contained in a registration statement, prospectus or Statement
of Additional Information for the Contracts, as these documents may be amended
or supplemented from time to time, or in published reports for each Account
which are in the public domain or approved by the Company for distribution to
Contract owners, or in sales literature or other promotional material approved
by the Company or its designee, except with the permission of the Company.

4.5. The Fund (or its designee) will provide to the Company at least
one complete copy of all registration statements, prospectuses, Statements of
Additional Information, reports, proxy statements, sales literature and other
promotional materials, applications for exemptions, requests for no-action
letters, and all amendments to any of the above, that relate to the Fund or its
shares, contemporaneously with the filing of such document with the Securities
and Exchange Commission or other regulatory authorities.

4.6. The Company (or its designee) will provide to the Fund at least
one complete copy of all registration statements, prospectuses, Statements of
Additional Information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions,
requests for no action letters, and all amendments to any of the above, that
relate to the Contracts or each Account, contemporaneously with the filing of
such document with the SEC or other regulatory authorities.

4.7. For purposes of this Article IV, the phrase "sales literature or
other promotional material" includes, but is not limited to, any of the
following that refer to the Fund or any affiliate of the Fund: advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media), sales
literature (i.e., any written communication distributed or made generally
----
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, and registration statements,
prospectuses, Statements of Additional Information, shareholder reports, and
proxy materials.

9
<PAGE>

ARTICLE V. Fees and Expenses
-----------------

5.1. The Fund and Underwriter shall pay no fee or other compensation
to the Company under this agreement, except that if the Fund or any Portfolio
adopts and implements a plan pursuant to Rule 12b-1 to finance distribution
expenses, then the Underwriter may make payments to the Company or to the
principal underwriter for the Contracts if and in amounts agreed to by the
Underwriter in writing and such payments will be made out of existing fees
otherwise payable to the Underwriter, past profits of the Underwriter or other
resources available to the Underwriter. No such payments shall be made directly
by the Fund.

5.2. All expenses incident to performance by the Fund under this
Agreement shall be paid by the Fund. The Fund shall see to it that all its
shares are registered and authorized for issuance in accordance with applicable
federal law and, if and to the extent deemed advisable by the Fund, in
accordance with applicable state laws prior to their sale. The Fund shall bear
the expenses for the cost of registration and qualification of the Fund's
shares, preparation and filing of the Fund's prospectus and registration
statement, proxy materials and reports, setting the prospectus in type, setting
in type and printing the proxy materials and reports to shareholders (including
the costs of printing a prospectus that constitutes an annual report), the
preparation of all statements and notices required by any federal or state law,
and all taxes on the issuance or transfer of the Fund's shares.

5.3. The Company shall bear the expenses of distributing the Fund's
prospectus and reports to owners of Contracts issued by the Company. The Fund
shall bear the costs of soliciting Fund proxies from Contract owners, including
the costs of mailing proxy materials and tabulating proxy voting instructions.
The Fund and the Underwriter shall not be responsible for the costs of any proxy
solicitations other than proxies sponsored by the Fund.

ARTICLE VI. Diversification
---------------

6.1. The Fund will at all times invest money from the Contracts in
such a manner as to ensure that the Contracts will be treated as variable
contracts under the Code and the regulations issued thereunder. Without
limiting the scope of the foregoing, the Fund will at all times comply with
Section 817(h) of the Code and Treasury Regulation 1.817-5, relating to the
diversification requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other modifications to such Section or
Regulations. In the event of a breach of this Article VI by the Fund, it will
take all reasonable steps (a) to notify Company of such breach and (b) to
adequately diversify the Fund so as to achieve compliance within the grace
period afforded by Regulation 1.817-5.

ARTICLE VII. Potential Conflicts
-------------------

10
<PAGE>

7.1. The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund. An irreconcilable material conflict
may arise for a variety of reasons, including: (a) an action by any state
insurance regulatory authority; (b) a change in applicable federal or state
insurance, tax, or securities laws or regulations, or a public ruling, private
letter ruling, no-action or interpretative letter, or any similar action by
insurance, tax, or securities regulatory authorities; (c) an administrative or
judicial decision in any relevant proceeding; (d) the manner in which the
investments of any Portfolio are being managed; (e) a difference in voting
instructions given by variable annuity contract and variable life insurance
contract owners; or (f) a decision by an insurer to disregard the voting
instructions of contract owners. The Board shall promptly inform the Company if
it determines that an irreconcilable material conflict exists and the
implications thereof.

7.2. The Company will report any potential or existing conflicts of
which it is aware to the Board. The Company will assist the Board in carrying
out its responsibilities under the Shared Funding Exemptive Order, by providing
the Board with all information reasonably necessary for the Board to consider
any issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.

7.3. If it is determined by a majority of the Board, or a majority of
its disinterested trustees, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1),
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected Contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance contract
----
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2), establishing a new
registered management investment company or managed separate account.

7.4. If a material irreconcilable conflict arises because of a
decision by the Company to disregard contract owner voting instructions and that
decision represents a minority position or would preclude a majority vote, the
Company may be required, at the Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement with respect to
such Account; provided, however that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable conflict
as determined by a majority of the disinterested members of the

11
<PAGE>

Board. Any such withdrawal and termination must take place within six (6) months
after the Fund gives written notice that this provision is being implemented,
and until the end of that six month period the Underwriter and Fund shall
continue to accept and implement orders by the Company for the purchase (and
redemption) of shares of the Fund.

7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Fund and terminate this Agreement with
respect to such Account within six months after the Board informs the Company in
writing that it has determined that such decision has created an irreconcilable
material conflict; provided, however, that such withdrawal and termination shall
be limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested members of the Board.
Until the end of the foregoing six month period, the Underwriter and Fund shall
continue to accept and implement orders by the Company for the purchase (and
redemption) of shares of the Fund.

7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 7.3 to establish a new
funding medium for the Contracts if an offer to do so has been declined by vote
of a majority of Contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the Board determines that
any proposed action does not adequately remedy any irreconcilable material
conflict, then the Company will withdraw the Account's investment in the Fund
and terminate this Agreement within six (6) months after the Board informs the
Company in writing of the foregoing determination, provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.

7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,
or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the
Act or the rules promulgated thereunder with respect to mixed or shared funding
(as defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Fund and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable;
and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in such Rule(s) as so amended or
adopted.

12
<PAGE>

ARTICLE VIII. Indemnification
---------------

8.1. Indemnification By The Company
------------------------------

8.1(a). The Company agrees to indemnify and hold harmless the Fund and
each trustee of the Board and officers and each person, if any, who controls the
Fund within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.1) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Company) or litigation (including legal and other
expenses), to which the Indemnified Parties may become subject under any
statute, regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
are related to the sale or acquisition, or investment in, the Fund's shares or
the Contracts and:

(i) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the Registration
Statement or prospectus for the Contracts or contained in the Contracts
or sales literature for the Contracts (or any amendment or supplement
to any of the foregoing), or arise out of or are based upon the
omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, provided that this agreement to indemnify shall
not apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and in
conformity with information furnished to the Company by or on behalf of
the Fund for use in the Registration Statement or prospectus for the
Contracts or in the Contracts or sales literature (or any amendment or
supplement) or otherwise for use in connection with the sale of the
Contracts or Fund shares; or

(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the Registration
Statement, prospectus or sales literature of the Fund not supplied by
the Company, or persons under its control) or wrongful conduct of the
Company or persons under its control, with respect to the sale or
distribution of the Contracts or Fund Shares; or

(iii) arise out of any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement, prospectus,
or sales literature of the Fund or any amendment thereof or supplement
thereto or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading if such a statement or omission was made in
reliance upon information furnished to the Fund by or on behalf of the
Company; or

13
<PAGE>

(iv) arise as a result of any failure by the Company to provide the
services and furnish the materials under the terms of this Agreement;
or

(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement or
arise out of or result from any other material breach of this Agreement
by the Company;

as limited by and in accordance with the provisions of Sections 8.1(b) and
8.1(c) hereof.

8.1(b). The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement or to
the Fund, whichever is applicable.

8.1(c). The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Company shall be entitled to participate,
at its own expense, in the defense of such action. The Company also shall be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Company to such party of the
Company's election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it, and the
Company will not be liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party independently in connection
with the defense thereof other than reasonable costs of investigation.

8.1(d). The Indemnified Parties will promptly notify the Company of
the commencement of any litigation or proceedings against them in connection
with the issuance or sale of the Fund Shares or the Contracts or the operation
of the Fund.

8.2. Indemnification by the Underwriter
----------------------------------

8.2(a). The Underwriter agrees to indemnify and hold harmless the
Company and each of its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.2)
against any and all losses, claims,

14
<PAGE>

damages, liabilities (including amounts paid in settlement with the written
consent of the Underwriter) or litigation (including legal and other expenses)
to which the Indemnified Parties may become subject under any statute, at common
law or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements are related to the sale
or acquisition of, or investment in, the Fund's shares or the Contracts and:

(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
Registration Statement or prospectus or sales literature of the
Fund (or any amendment or supplement to any of the foregoing), or
arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, provided that this agreement to indemnify shall not
apply as to any Indemnified Party if such statement or omission
or such alleged statement or omission was made in reliance upon
and in conformity with information furnished to the Underwriter
or Fund by or on behalf of the Company for use in the
Registration Statement or prospectus for the Fund or in sales
literature (or any amendment or supplement) or otherwise for use
in connection with the sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the
Registration Statement, prospectus or sales literature for the
Contracts not supplied by the Underwriter or persons under its
control) or wrongful conduct of the Fund, Adviser or Underwriter
or persons under their control, with respect to the sale or
distribution of the Contracts or Fund shares; or

(iii) arise out of any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement,
prospectus, or sales literature covering the Contracts, or any
amendment thereof or supplement thereto, or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon information furnished to the Company by or on
behalf of the Fund; or

(iv) arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this
Agreement (including a failure, whether unintentional or in good
faith or otherwise, to comply with the diversification
requirements specified in Article VI of this Agreement); or

15
<PAGE>

(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Underwriter;

as limited by and in accordance with the provisions of Sections 8.2(b) and
8.2(c) hereof.

8.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
each Company or the Account, whichever is applicable.

8.2(c). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Underwriter to such party
of the Underwriter's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the Underwriter will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.

8.2(d). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of each Account.

8.3. Indemnification By the Fund
---------------------------

8.3(a). The Fund agrees to indemnify and hold harmless the Company,
and each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties"

16
<PAGE>

for purposes of this Section 8.3) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
the Fund) or litigation (including legal and other expenses) to which the
Indemnified Parties may become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) or settlements result from the gross negligence, bad
faith or willful misconduct of the Board or any member thereof, are related to
the operations of the Fund and:

(i) arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this
Agreement (including a failure to comply with the
diversification requirements specified in Article VI of this
Agreement); or

(ii) arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.

8.3(b). The Fund shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
the Company, the Fund, the Underwriter or each Account, whichever is applicable.

8.3(c). The Fund shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Fund in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Fund of any
such claim shall not relieve the Fund from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Fund will be entitled to participate, at
its own expense, in the defense thereof. The Fund also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Fund to such party of the Fund's election to
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Fund will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

17
<PAGE>

8.3(d). The Company and the Underwriter agree promptly to notify the
Fund of the commencement of any litigation or proceedings against it or any of
its respective officers or directors in connection with this Agreement, the
issuance or sale of the Contracts, with respect to the operation of either
Account, or the sale or acquisition of shares of the Fund.

ARTICLE IX. Applicable Law
--------------

9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

9.2. This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to, the
Shared Funding Exemptive Order) and the terms hereof shall be interpreted and
construed in accordance therewith.

ARTICLE X. Termination
-----------

10.1. This Agreement shall continue in full force and effect until
the first to occur of:

(a) termination by any party as to any or all portfolios for any reason
by ninety (90) days advance written notice delivered to the other
parties; or

(b) termination by the Company by written notice to the Fund and the
Underwriter with respect to any Portfolio based upon the Company's
determination that shares of such Portfolio are not reasonably
available to meet the requirements of the Contracts; or

(c) termination by the Company by written notice to the Fund and the
Underwriter with respect to any Portfolio in the event any of the
Portfolio's shares are not registered, issued or sold in accordance
with applicable state and/or federal law or such law precludes the
use of such shares as the underlying investment media of the
Contracts issued or to be issued by the Company; or

(d) termination by the Company by written notice to the Fund and the
Underwriter with respect to any Portfolio in the event that such
Portfolio ceases to qualify as a Regulated Investment Company under
Subchapter M of the Code or under any successor or similar
provision,

18
<PAGE>

or if the Company reasonably believes that the Fund may fail to so
qualify; or

(e) termination by the Company by written notice to the Fund and the
Underwriter with respect to any Portfolio in the event that such
Portfolio fails to meet the requirements and comply with the
representations and warranties specified in Article VI hereof; or

(f) termination by either the Fund or the Underwriter by written notice
to the Company, if either one or both of the Fund or the Underwriter
respectively, shall determine, in their sole judgment exercised in
good faith, that the Company and/or its affiliated companies has
suffered a material adverse change in its business, operations,
financial condition or prospects since the date of this Agreement or
is the subject of material adverse publicity, and that such change
or publicity poses a material risk of damage to any Portfolio or
Portfolios or their shareholders; or

(g) termination by the Company by written notice to the Fund and the
Underwriter, if the Company shall determine, in its sole judgment
exercised in good faith, that either the Fund or the Underwriter has
suffered a material adverse change in its business, operations,
financial condition or prospects since the date of this Agreement or
is the subject of material adverse publicity, and that such change
or publicity poses a material risk of damage to the Company or its
Contract owners.

10.2. Notwithstanding any termination of this Agreement, the Fund and
the Underwriter shall at the option of the Company, continue to make available
additional shares of the Fund pursuant to the terms and conditions of this
Agreement, for all Contracts in effect on the effective date of termination of
this Agreement (hereinafter referred to as "Existing Contracts"). Specifically,
without limitation, the owners of the Existing Contracts shall be permitted to
reallocate investments in the Fund, redeem investments in the Fund and/or invest
in the Fund upon the making of additional purchase payments under the Existing
Contracts. The parties agree that this Section 10.2 shall not apply to any
terminations under Article VII and the effect of such Article VII terminations
shall be governed by Article VII of this Agreement.

10.3. The provisions of Articles II (Representations and Warranties),
VIII (Indemnification), IX (Applicable Law) and XII (Miscellaneous) shall
survive termination of this Agreement. In addition, all other applicable
provisions of this Agreement shall survive termination as long as shares of the
Fund are held on behalf of Contract owners in accordance with section 10.2,
except that the Fund and Underwriter shall have no further obligation to make
Fund shares available in Contracts issued after termination.

10.4 The Company shall not redeem Fund shares attributable to the
Contracts (as opposed to Fund shares attributable to the Company's assets held
in the Account) except (i) as

19
<PAGE>

necessary to implement Contract Owner initiated or approved transactions, or
(ii) as required by state and/or federal laws or regulations or judicial or
other legal precedent of general application (hereinafter referred to as a
"Legally Required Redemption") or (iii) as permitted by an order of the SEC
pursuant to Section 26(b) of the 1940 Act. Upon request, the Company will
promptly furnish to the Fund and the Underwriter the opinion of counsel for the
Company (which counsel shall be reasonably satisfactory to the Fund and the
Underwriter) to the effect that any redemption pursuant to clause (ii) above is
a Legally Required Redemption. Furthermore, except in cases where permitted
under the terms of the Contracts, the Company shall not prevent Contract Owners
from allocating payments to a Portfolio that was otherwise available under the
Contracts without first giving the Fund or the Underwriter 90 days notice of its
intention to do so.

ARTICLE XI. Notices
-------

Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.

If to the Fund:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer

If to the Company:
John Hancock Mutual Life Insurance Company
200 Clarendon Street
Boston, MA 02117
Facsimile No.: 617/572-5775
Attention: Michele G. Van Leer, Senior Vice President

With a copy to:
Ronald J. Bocage
Vice President and Counsel
John Hancock Mutual Life Insurance Company
200 Clarendon Street
Boston, MA 02117
Facsimile No.: 617/572-9161

If to the Underwriter:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer

ARTICLE XII. Miscellaneous
-------------

20
<PAGE>

12.1 All persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Board, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund.

12.2 Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party.

12.3 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

12.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

12.5 If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.

12.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the California Insurance Commissioner with any information or
reports in connection with services provided under this Agreement which such
Commissioner may request in order to ascertain whether the insurance operations
of the Company are being conducted in a manner consistent with the California
Insurance Regulations and any other applicable law or regulations.

12.7 The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.

12.8. This Agreement or any of the rights and obligations hereunder
may not be assigned by any party without the prior written consent of all
parties hereto; provided, however, that the Underwriter may assign this
Agreement or any rights or obligations hereunder to any affiliate of or company
under common control with the

21
<PAGE>

Underwriter, if such assignee is duly licensed and registered to perform the
obligations of the Underwriter under this Agreement. The Company shall promptly
notify the Fund and the Underwriter of any change in control of the Company.

12.9. The Company shall furnish, or shall cause to be furnished, to
the Fund or its designee copies of the following reports:

(a) the Company's annual statement (prepared under statutory
accounting principles) and annual report (prepared under
generally accepted accounting principles ("GAAP"), if any), as
soon as practical and in any event within 90 days after the end
of each fiscal year;

(b) the Company's quarterly statements (statutory) (and GAAP, if
any), as soon as practical and in any event within 45 days
after the end of each quarterly period:

(c) any financial statement, proxy statement, notice or report of
the Company sent to stockholders and/or policyholders, as soon
as practical after the delivery thereof to stockholders;

(d) any registration statement (without exhibits) and financial
reports of the Company filed with the Securities and Exchange
Commission or any state insurance regulator, as soon as
practical after the filing thereof;

(e) any other report submitted to the Company by independent
accountants in connection with any annual, interim or special
audit made by them of the books of the Company, as soon as
practical after the receipt thereof.

12.10 Neither the Fund nor the Underwriter shall use any designation
comprised in whole or in part of the names or marks "Hancock," "John Hancock,"
or any other trademark belonging to the Company in materials relating to the
Contracts or the Funds without the prior written consent of the Company. Upon
termination of this Agreement for any reason, the fund shall cease all use any
such name or mark as soon as reasonably practicable.

22
<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative.

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

By: _________________________

Name: _________________________

Title: _________________________

VARIABLE INSURANCE PRODUCTS FUND

By: ________________________
Robert C. Pozen
Senior Vice President

FIDELITY DISTRIBUTORS CORPORATION

By: _______________________
Kevin J. Kelly
Vice President

23
<PAGE>

Schedule A
----------

Separate Accounts and Associated Contracts
------------------------------------------

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Name of Company
and Separate Account Contracts Funded By Separate Account Portfolios
and Date Investment And Representative Form Numbers Applicable to Contracts
Operations Commenced ------------------------------- -----------------------
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
JHMLICO - Revolution Variable Annuity, No. 99REV ; Fidelity VIP Growth Portfolio
John Hancock Variable Annuity Revolution Access Variable Annuity, No. 99REVNSC; Fidelity VIP Overseas Portfolio
Account H - Revolution Extra Variable Annuity, No. 99REVEC; and Fidelity VIP Contrafund Portfolio
April 14, 1997 Revolution Value Variable Annuity, No. 99REVH
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

24
<PAGE>

SCHEDULE B
PROXY VOTING PROCEDURE

The following is a list of procedures and corresponding responsibilities for the
handling of proxies relating to the Fund by the Underwriter, the Fund and the
Company. The defined terms herein shall have the meanings assigned in the
Participation Agreement except that the term "Company" shall also include the
department or third party assigned by the Insurance Company to perform the steps
delineated below.

1. The number of proxy proposals is given to the Company by the Underwriter as
early as possible before the date set by the Fund for the shareholder
meeting to facilitate the establishment of tabulation procedures. At this
time the Underwriter will inform the Company of the Record, Mailing and
Meeting dates. This will be done verbally approximately two months before
meeting.

2. Promptly after the Record Date, the Company will perform a "tape run", or
other activity, which will generate the names, addresses and number of units
which are attributed to each contractowner/policyholder (the "Customer") as
of the Record Date. Allowance should be made for account adjustments made
after this date that could affect the status of the Customers' accounts as
of the Record Date.

Note: The number of proxy statements is determined by the activities
described in Step #2. The Company will use its best efforts to call in the
number of Customers to Fidelity, as soon as possible, but no later than two
weeks after the Record Date.

3. The Fund's Annual Report no longer needs to be sent to each Customer by the
Company either before or together with the Customers' receipt of a proxy
statement. Underwriter will provide the last Annual Report to the Company
pursuant to the terms of Section 3.3 of the Agreement to which this Schedule
relates.

4. The text and format for the Voting Instruction Cards ("Cards" or "Card") is
provided to the Company by the Fund. The Company, at its expense, shall
produce and personalize the Voting Instruction Cards. The Legal Department
of the Underwriter or its affiliate ("Fidelity Legal") must approve the Card
before it is printed. Allow approximately 2-4 business days for printing
information on the Cards. Information commonly found on the Cards includes:
a. name (legal name as found on account registration)
b. address
c. Fund or account number
d. coding to state number of units
e. individual Card number for use in tracking and verification of votes
(already on Cards as printed by the Fund)

(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)

25
<PAGE>

5. During this time, Fidelity Legal will develop, produce, and the Fund will
pay for the Notice of Proxy and the Proxy Statement (one document). Printed
and folded notices and statements will be sent to Company for insertion into
envelopes (envelopes and return envelopes are provided and paid for by the
Insurance Company). Contents of envelope sent to Customers by Company will
include:

a. Voting Instruction Card(s)
b. One proxy notice and statement (one document)
c. return envelope (postage pre-paid by Company) addressed to the
Company or its tabulation agent
d. "urge buckslip" - optional, but recommended. (This is a small,
single sheet of paper that requests Customers to vote as quickly
as possible and that their vote is important. One copy will be
supplied by the Fund.)
e. cover letter - optional, supplied by Company and reviewed and
approved in advance by Fidelity Legal.

6. The above contents should be received by the Company approximately 3-5
business days before mail date. Individual in charge at Company reviews and
approves the contents of the mailing package to ensure correctness and
completeness. Copy of this approval sent to Fidelity Legal.

7. Package mailed by the Company.
* The Fund must allow at least a 15-day solicitation time to the Company
----
as the shareowner. (A 5-week period is recommended.) Solicitation
time is calculated as calendar days from (but not including) the
---
meeting, counting backwards.

8. Collection and tabulation of Cards begins. Tabulation usually takes place
in another department or another vendor depending on process used. An often
used procedure is to sort Cards on arrival by proposal into vote categories
of all yes, no, or mixed replies, and to begin data entry.

Note: Postmarks are not generally needed. A need for postmark information
would be due to an insurance company's internal procedure and has not been
required by Fidelity in the past.

9. Signatures on Card checked against legal name on account registration which
was printed on the Card.

Note: For Example, If the account registration is under "Bertram C. Jones,
Trustee," then that is the exact legal name to be printed on the Card and is
the signature needed on the Card.

26
<PAGE>

10. If Cards are mutilated, or for any reason are illegible or are not signed
properly, they are sent back to Customer with an explanatory letter, a new
Card and return envelope. The mutilated or illegible Card is disregarded
and considered to be not received for purposes of vote tabulation. Any
--- --------
Cards that have "kicked out" (e.g. mutilated, illegible) of the procedure
are "hand verified," i.e., examined as to why they did not complete the
system. Any questions on those Cards are usually remedied individually.

11. There are various control procedures used to ensure proper tabulation of
votes and accuracy of that tabulation. The most prevalent is to sort the
Cards as they first arrive into categories depending upon their vote; an
estimate of how the vote is progressing may then be calculated. If the
initial estimates and the actual vote do not coincide, then an internal
audit of that vote should occur. This may entail a recount.

12. The actual tabulation of votes is done in units which is then converted to
shares. (It is very important that the Fund receives the tabulations stated
in terms of a percentage and the number of shares.) Fidelity Legal must
------
review and approve tabulation format.

13. Final tabulation in shares is verbally given by the Company to Fidelity
Legal on the morning of the meeting not later than 10:00 a.m. Boston time.
Fidelity Legal may request an earlier deadline if required to calculate the
vote in time for the meeting.

14. A Certification of Mailing and Authorization to Vote Shares will be required
from the Company as well as an original copy of the final vote. Fidelity
Legal will provide a standard form for each Certification.

15. The Company will be required to box and archive the Cards received from the
Customers. In the event that any vote is challenged or if otherwise
necessary for legal, regulatory, or accounting purposes, Fidelity Legal will
be permitted reasonable access to such Cards.

16. All approvals and "signing-off" may be done orally, but must always be
followed up in writing.

<PAGE>

EXHIBIT 8.D

PARTICIPATION AGREEMENT
-----------------------

Among

VARIABLE INSURANCE PRODUCTS FUND II,
-----------------------------------

FIDELITY DISTRIBUTORS CORPORATION
---------------------------------

and

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
------------------------------------------

THIS AGREEMENT, made and entered into as of the _________ day of
______________, 1999 by and among JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY,
(hereinafter the "Company"), a Massachusetts corporation, on its own behalf and
on behalf of each segregated asset account of the Company set forth on Schedule
A hereto as may be amended from time to time (each such account hereinafter
referred to as the "Account"), and the VARIABLE INSURANCE PRODUCTS FUND III, an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION
(hereinafter the "Underwriter"), a Massachusetts corporation.

WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated September 17, 1986 (File No. 812-6422), granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and

1
<PAGE>

WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company, on the date shown for such Account on Schedule A hereto, to set aside
and invest assets attributable to the aforesaid Contracts; and

WHEREAS, the Company has registered or will register each Account as a
unit investment trust under the 1940 Act; and

WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid variable life and variable
annuity contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as each Account at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Underwriter agree as follows:

ARTICLE I. Sale of Fund Shares
-------------------

2
<PAGE>

3
<PAGE>

Variable Insurance Products that may be invested in the Fund ared those derived
from the Contracts listed on Schedule A.

ARTICLE II. Representations and Warranties
------------------------------

4
<PAGE>

5
<PAGE>

ARTICLE III. Prospectuses and Proxy Statements; Voting
-----------------------------------------

6
<PAGE>

7
<PAGE>

ARTICLE IV. Sales Material and Information
------------------------------

8
<PAGE>

9
<PAGE>

ARTICLE V. Fees and Expenses
-----------------

ARTICLE VI. Diversification
---------------

ARTICLE VII. Potential Conflicts
-------------------

10
<PAGE>

11
<PAGE>

12
<PAGE>

ARTICLE VIII. Indemnification
---------------

8.1. Indemnification By The Company
------------------------------

13
<PAGE>

(iv) arise as a result of any failure by the Company to provide the
services and furnish the materials under the terms of this Agreement;
or

(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement or
arise out of or result from any other material breach of this Agreement
by the Company;

as limited by and in accordance with the provisions of Sections 8.1(b) and
8.1(c) hereof.

8.2. Indemnification by the Underwriter
----------------------------------

14
<PAGE>

(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the
Registration Statement, prospectus or sales literature for the
Contracts not supplied by the Underwriter or persons under its
control) or wrongful conduct of the Fund, Adviser or Underwriter
or persons under their control, with respect to the sale or
distribution of the Contracts or Fund shares; or

15
<PAGE>

as limited by and in accordance with the provisions of Sections 8.2(b) and
8.2(c) hereof.

8.2(c). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is
brought against the Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Underwriter to such party
of the Underwriter's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the Underwriter will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.

8.3. Indemnification By the Fund
---------------------------

16
<PAGE>

(i) arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this
Agreement (including a failure to comply with the diversification
requirements specified in Article VI of this Agreement);or

(ii) arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.

17
<PAGE>

ARTICLE IX. Applicable Law
--------------

9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

ARTICLE X. Termination
-----------

10.1. This Agreement shall continue in full force and effect until
the first to occur of:

(a) termination by any party as to any or all portfolios for any reason
by ninety (90) days advance written notice delivered to the other
parties; or

18
<PAGE>

or if the Company reasonably believes that the Fund may fail to so
qualify; or

10.4 The Company shall not redeem Fund shares attributable to the
Contracts (as opposed to Fund shares attributable to the Company's assets held
in the Account) except (i) as

19
<PAGE>

ARTICLE XI. Notices
-------

Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.

If to the Fund:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer

If to the Company:
John Hancock Mutual Life Insurance Company
200 Clarendon Street
Boston, MA 02117
Facsimile No.: 617/572-5775
Attention: Michele G. Van Leer, Senior Vice President

With a copy to:
Ronald J. Bocage
Vice President and Counsel
John Hancock Mutual Life Insurance Company
200 Clarendon Street
Boston, MA 02117
Facsimile No.: 617/572-9161

If to the Underwriter:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer

ARTICLE XII. Miscellaneous
-------------

20
<PAGE>

12.3 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

12.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

12.5 If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.

21
<PAGE>

12.9. The Company shall furnish, or shall cause to be furnished, to
the Fund or its designee copies of the following reports:

(b) the Company's quarterly statements (statutory) (and GAAP, if
any), as soon as practical and in any event within 45 days
after the end of each quarterly period:

(c) any financial statement, proxy statement, notice or report of
the Company sent to stockholders and/or policyholders, as soon
as practical after the delivery thereof to stockholders;

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative.

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

By: _________________________

22
<PAGE>

Name: _________________________

Title: _________________________

VARIABLE INSURANCE PRODUCTS FUND III

By: ________________________
Robert C. Pozen
Senior Vice President

FIDELITY DISTRIBUTORS CORPORATION

By: _______________________
Kevin J. Kelly
Vice President

23
<PAGE>

Schedule A
----------
Separate Accounts and Associated Contracts
------------------------------------------

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Name of Company
and Separate Account Contracts Funded By Separate Account Portfolios
and Date Investment And Representative Form Numbers Applicable to Contracts
Operations Commenced ------------------------------- -----------------------
--------------------
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
JHMLICO - Revolution Variable Annuity, No. 99REV ; Fidelity VIP Growth Portfolio
John Hancock Variable Annuity Revolution Access Variable Annuity, No. 99REVNSC; Fidelity VIP Overseas Portfolio
Account H - Revolution Extra Variable Annuity, No. 99REVEC; and Fidelity VIP Contrafund Portfolio
April 14, 1997 Revolution Value Variable Annuity, No. 99REVH
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

24
<PAGE>

SCHEDULE B
PROXY VOTING PROCEDURE

(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)

25
<PAGE>

Note: Postmarks are not generally needed. A need for postmark information
would be due to an insurance company's internal procedure and has not been
required by Fidelity in the past.

9. Signatures on Card checked against legal name on account registration which
was printed on the Card.

Note: For Example, If the account registration is under "Bertram C. Jones,
Trustee," then that is the exact legal name to be printed on the Card and is
the signature needed on the Card.

26
<PAGE>

16. All approvals and "signing-off" may be done orally, but must always be
followed up in writing.

<PAGE>

EXHIBIT 8.E

PARTICIPATION AGREEMENT

AMONG

MFS VARIABLE INSURANCE TRUST,

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

AND

MASSACHUSETTS FINANCIAL SERVICES COMPANY

THIS AGREEMENT, made and entered into this ____ day of August 1999, by and
among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the
"Trust"), JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY, a Massachusetts
corporation (the "Company"), acting on its own behalf and on behalf of each of
the segregated asset accounts of the Company set forth in Schedule A hereto, as
may be amended from time to time (the "Accounts"), and MASSACHUSETTS FINANCIAL
SERVICES COMPANY, a Delaware corporation ("MFS").

WHEREAS, the Trust is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"), and its
shares are registered or will be registered under the Securities Act of 1933, as
amended (the "1933 Act");

WHEREAS, shares of beneficial interest of the Trust are divided into several
series of shares, each representing the interests in a particular managed pool
of securities and other assets;

WHEREAS, the series of shares of the Trust offered by the Trust to the
Company and the Accounts are set forth on Schedule A attached hereto (each such
series a "Portfolio," and, collectively, the "Portfolios");

WHEREAS, MFS is duly registered as an investment adviser under the Investment
Advisers Act of 1940, as amended, and any applicable state securities law, and
is the Trust's investment adviser;

WHEREAS, the Company will issue certain variable annuity and/or variable life
insurance contracts (individually, the "Policy" and, collectively, the
"Policies") interests under which, if required by applicable law, will be
registered under the 1933 Act;

WHEREAS, the Accounts are duly organized, validly existing segregated asset
accounts, established by resolution of the Board of Directors of the Company, to
set aside and invest assets attributable to the aforesaid variable annuity
and/or variable life insurance contracts that are allocated to the Accounts (the
Policies and the Accounts covered by this Agreement, and each corresponding
Portfolio covered by this Agreement in which the Accounts invest, is specified
in Schedule A attached hereto as may be modified from time to time);

WHEREAS, the Company has registered or will register the Accounts as unit
investment trusts under the 1940 Act (unless exempt therefrom);

WHEREAS, MFS Fund Distributors, Inc. (the "Underwriter") is registered as a
broker-dealer with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934, as
<PAGE>

amended (hereinafter the "1934 Act"), and is a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in one or more of the
Portfolios specified in Schedule A attached hereto (the "Shares") on behalf of
the Accounts to fund the Policies, and the Trust intends to sell such Shares to
the Accounts at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Trust, MFS,
and the Company agree as follows:

ARTICLE I. Sale of Trust Shares
--------------------

1.1. The Trust agrees to sell to the Company those Shares which the
Accounts order (based on orders placed by Policy owners on that Business
Day, as defined below) and which are available for purchase by such
Accounts, executing such orders on a daily basis at the net asset value
next computed after receipt by the Trust or its designee of the order for
the Shares. For purposes of this Section 1.1, the Company shall be the
designee of the Trust for receipt of such orders from Policy owners and
receipt by such designee shall constitute receipt by the Trust; provided
--------
that the Trust receives notice of such orders by 10:00 a.m. New York time
on the next following Business Day or such later time as permitted by
Section 1.9 hereof. "Business Day" shall mean any day on which the New
York Stock Exchange, Inc. (the "NYSE") is open for regular trading and on
which the Trust calculates its net asset value pursuant to the rules of the
SEC.

1.2. The Trust agrees to make the Shares available indefinitely for
purchase at the applicable net asset value per share by the Company and the
Accounts on those days on which the Trust calculates its net asset value
pursuant to rules of the SEC and the Trust shall calculate such net asset
value on each day which the NYSE is open for regular trading.
Notwithstanding the foregoing, the Board of Trustees of the Trust (the
"Board") may refuse to sell any Shares to the Company and the Accounts, or
suspend or terminate the offering of the Shares if such action is required
by law or by regulatory authorities having jurisdiction or is, in the sole
discretion of the Board acting in good faith and in light of its fiduciary
duties under federal and any applicable state laws, necessary in the best
interest of the Shareholders of such Portfolio.

1.3. The Trust and MFS agree that the Shares will be sold only to
insurance companies which have entered into participation agreements with
the Trust and MFS (the "Participating Insurance Companies") and their
separate accounts, qualified pension and retirement plans and MFS or its
eligible affiliates pursuant to Treasury Regulation 1.817-5(f)(3)(ii) under
the Internal Revenue Code. The Trust and MFS will not sell Trust shares to
any insurance company or separate account unless an agreement containing
provisions substantially the same as Articles III, V and VII and Sections
2.1, 2.2, 4.1, 4.2, 4.5, 8.1 and 8.2 of this Agreement is in effect to
govern such sales. The Company will not resell the Shares except to the
Trust or its agents.

1.4. The Trust agrees to redeem for cash, on the Company's request, any
full or fractional Shares held by the Accounts (based on orders placed by
Policy owners on that Business Day), executing such requests on a daily
basis at the net asset value next computed after receipt by the Trust or
its designee of the request for redemption. For purposes of this Section
1.4, the Company shall be the designee of the Trust for receipt of requests
for redemption from Policy owners and receipt by such designee shall
constitute receipt by the Trust; provided that the Trust receives

-2-
<PAGE>

notice of such request for redemption by 10:00 a.m. New York time on the
next following Business Day or such later time as permitted by Section 1.9
hereof.

1.5. Purchase, redemption and exchange orders for each Portfolio shall be
netted against each other, and one net order per Portfoltio shall be
submitted by the Company to the Trust or its designee. With respect to
payment of the purchase price by the Company and of redemption proceeds by
the Trust, the Company and the Trust shall net purchase, exchange and
redemption orders against each other with respect to each Portfolio and
shall transmit one net payment for each designated Portfolio in accordance
with Section 1.6 hereof.

1.6. In the event of net purchases, the Company shall pay for the Shares
by 2:00 p.m. New York time on the next Business Day after an order to
purchase the Shares is made in accordance with the provisions of Section
1.1. hereof. In the event of net redemptions, the Trust shall pay the
redemption proceeds by 2:00 p.m. New York time on the next Business Day
after an order to redeem the shares is made in accordance with the
provisions of Section 1.4. hereof. All such payments shall be in federal
funds transmitted by wire.

1.7. Issuance and transfer of the Shares will be by book entry only.
Stock certificates will not be issued to the Company or the Accounts. The
Shares ordered from the Trust will be recorded in an appropriate title for
the Accounts or the appropriate subaccounts of the Accounts.

1.8. The Trust shall furnish same day notice (by wire or telephone
followed by written confirmation) to the Company of any dividends or
capital gain distributions payable on the Shares. The Company hereby
elects to receive all such dividends and distributions as are payable on a
Portfolio's Shares in additional Shares of that Portfolio. The Company
reserves the right to revoke this election and to receive all such
dividends and capital gain distributions in cash. The Trust shall notify
the Company of the number of Shares so issued as payment of such dividends
and distributions.

1.9. The Trust or its custodian shall make the net asset value per share
for each Portfolio available to the Company on each Business Day as soon as
reasonably practical after the net asset value per share is calculated and
shall use its best efforts to make such net asset value per share available
by 6:30 p.m. New York time. In the event that the Trust is unable to meet
the 6:30 p.m. time stated herein, it shall provide additional time for the
Company to place orders for the purchase and redemption of Shares. Such
additional time shall be equal to the additional time which the Trust takes
to make the net asset value available to the Company. If the Trust
provides materially incorrect share net asset value information, the Trust
shall make an adjustment to the number of shares purchased or redeemed for
the Accounts to reflect the correct net asset value per share. Any
material error in the calculation or reporting of net asset value per
share, dividend or capital gains information shall be reported promptly
upon discovery to the Company.

ARTICLE II. Certain Representations, Warranties and Covenants
--------------------------------------------------

2.1. The Company represents and warrants that interests under the Policies
are or will be registered under the 1933 Act or are exempt from or not
subject to registration thereunder, and that the Policies will be issued,
sold, and distributed in compliance in all material respects with all
applicable state and federal laws, including without limitation the 1933
Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and
the 1940 Act. The Company further represents and warrants that it is an
insurance company duly organized and in good standing under

-3-
<PAGE>

applicable law and that it has legally and validly established the Account
as a segregated asset account under applicable law and has registered or,
prior to any issuance or sale of the Policies, will register the Accounts
as unit investment trusts in accordance with the provisions of the 1940 Act
(unless exempt therefrom) to serve as segregated investment accounts for
the Policies, and that it will maintain such registration for so long as
any Policies are outstanding. The Company shall amend the registration
statements under the 1933 Act for the Policies and the registration
statements under the 1940 Act for the Accounts from time to time as
required in order to effect the continuous offering of the Policies or as
may otherwise be required by applicable law. The Company shall register and
qualify the Policies for sales in accordance with the securities laws of
the various states only if and to the extent deemed necessary by the
Company.

2.2. The Company represents and warrants that the Policies are currently
and at the time of issuance will be treated as life insurance, endowment or
annuity contract under applicable provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), that it will maintain such treatment and
that it will notify the Trust or MFS immediately upon having a reasonable
basis for believing that the Policies have ceased to be so treated or that
they might not be so treated in the future; provided, however, that the
Company makes no representation or undertaking regarding any Policy to the
extent such representation or undertaking is dependent on compliance by any
investment vehicle in which the Company or an Account may invest with the
requirements of Subchapter M or Section 817(h) of the Code, the regulations
thereunder, or any successor provision.

2.3. The Company represents and warrants that the underwriter for the
individual variable annuity and the variable life policies, is a member in
good standing of the NASD and is a registered broker-dealer with the SEC.
The Company represents and warrants that the Company and such principal
underwriter will sell and distribute such policies in accordance in all
material respects with all applicable state and federal securities laws,
including without limitation the 1933 Act, the 1934 Act, and the 1940 Act.

2.4. The Trust and MFS represent and warrant that the Shares sold pursuant
to this Agreement shall be registered under the 1933 Act, duly authorized
for issuance and sold in compliance with the laws of The Commonwealth of
Massachusetts and all applicable federal and state securities laws and that
the Trust is and shall remain registered under the 1940 Act. The Trust
shall amend the registration statement for its Shares under the 1933 Act
and the 1940 Act from time to time as required in order to effect the
continuous offering of its Shares. The Trust shall register and qualify
the Shares for sale in accordance with the laws of the various states only
if and to the extent deemed necessary by the Trust.

2.5. MFS represents and warrants that the Underwriter is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC.
The Trust and MFS represent that the Trust and the Underwriter will sell
and distribute the Shares in accordance in all material respects with all
applicable state and federal securities laws, including without limitation
the 1933 Act, the 1934 Act, and the 1940 Act.

2.6. The Trust and MFS represent and warrant that the Trust is lawfully
organized and validly existing under the laws of The Commonwealth of
Massachusetts and that the Trust and each Portfolio does and will comply in
all material respects with the 1940 Act, any applicable regulations
thereunder and applicable federal and state laws (other than state
insurance laws). The Trust and MFS will use their best efforts to comply
with state insurance laws which apply to them on account of the
availability of the Portfolios to Policy owners pursuant to this Agreement;

-4-
<PAGE>

provided that the Company informs the Trust or MFS of the applicability of
these state insurance laws and their requirements.

2.7. MFS represents and warrants that it is and shall remain duly
registered under all applicable federal securities laws and that it shall
perform its obligations for the Trust in compliance in all material
respects with any applicable federal securities laws and with the
securities laws of The Commonwealth of Massachusetts. MFS represents and
warrants that it is not subject to state securities laws other than the
securities laws of The Commonwealth of Massachusetts and that it is exempt
from registration as an investment adviser under the securities laws of The
Commonwealth of Massachusetts.

2.8. No less frequently than annually, the Company shall submit to the
Board such reports, material or data as the Board may reasonably request so
that it may carry out fully the obligations imposed upon it by the
conditions contained in the exemptive application pursuant to which the SEC
has granted exemptive relief to permit mixed and shared funding (the "Mixed
and Shared Funding Exemptive Order").

2.9 The Trust represents that, to the best of its knowledge, the
investment management fees paid by the Portfolios do not constitute a
breach of fiduciary duty under the 1940 Act.

ARTICLE III. Prospectus and Proxy Statements; Voting
---------------------------------------

3.1. At least annually (or in the case of a prospectus supplement, when
that supplement is issued), the Trust or its designee shall provide the
Company, free of charge, with as many copies of the current prospectus
(describing only the Portfolios listed in Schedule A hereto) for the
Shares, or any supplement thereto, as the Company may reasonably request
for distribution to existing Policy owners whose Policies are funded by
such Shares. The Trust or its designee shall provide the Company, at the
Company's expense, with as many copies of the current prospectus for the
Shares, and any supplement thereto, as the Company may reasonably request
for distribution to prospective purchasers of Policies. If requested by
the Company in lieu thereof, the Trust or its designee shall provide such
documentation (including a "camera ready" copy of the new prospectus as set
in type or, at the request of the Company, as a diskette in the form sent
to the financial printer) and other assistance as is reasonably necessary
in order for the parties hereto once each year (or more frequently if the
prospectus for the Shares is supplemented or amended) to have the
prospectus for the Policies and the prospectus for the Shares printed
together in one document; the expenses of such printing to be apportioned
between (a) the Company and (b) the Trust or its designee in proportion to
the number of pages of the Policy and Shares' prospectuses, taking account
of other relevant factors affecting the expense of printing, such as
covers, columns, graphs and charts; the Trust or its designee to bear the
cost of printing the Shares' prospectus portion of such document for
distribution to owners of existing Policies funded by the Shares and the
Company to bear the expenses of printing the portion of such document
relating to the Accounts; provided, however, that the Company shall bear
--------
all printing expenses of such combined documents where used for
distribution to prospective purchasers or to owners of existing Policies
not funded by the Shares. In the event that the Company requests that the
Trust or its designee provides the Trust's prospectus in a "camera ready"
or diskette format, the Trust shall be responsible for providing its
prospectus, and any supplement thereto, in the format in which it or MFS is
accustomed to formatting prospectuses (or supplements) and shall bear the
expense of providing the prospectus (or supplement) in such format (e.g.,
----
typesetting expenses), and the Company shall bear the expense of adjusting
or changing the format to conform with any of its prospectuses.

-5-
<PAGE>

3.2. The prospectus for the Shares shall state that the statement of
additional information for the Shares is available from the Trust or its
designee. The Trust or its designee, at its expense, shall print and
provide such statement of additional information to the Company (or a
master of such statement, and any supplement thereto, suitable for
duplication by the Company) for distribution to any owner of a Policy
funded by the Shares. The Trust or its designee, at the Company's expense,
shall print and provide such statement to the Company (or a master of such
statement, and any supplement thereto, suitable for duplication by the
Company) for distribution to a prospective purchaser who requests such
statement or to an owner of a Policy not funded by the Shares.

3.3. The Trust or its designee shall provide the Company free of charge
copies, if and to the extent applicable to the Shares, of the Trust's proxy
materials, reports to Shareholders and other communications to Shareholders
in such quantity as the Company shall reasonably require for distribution
to Policy owners.

3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above,
or of Article V below, the Company shall pay the expense of printing or
providing documents to the extent such cost is considered a distribution
expense. Distribution expenses would include by way of illustration, but
are not limited to, the printing of the Shares' prospectus or prospectuses
for distribution to prospective purchasers or to owners of existing
Policies not funded by such Shares.

3.5. The Trust hereby notifies the Company that it may be appropriate to
include in the prospectus pursuant to which a Policy is offered disclosure
regarding the potential risks of mixed and shared funding.

3.6. If and to the extent required by law, the Company shall:

(a) solicit voting instructions from Policy owners;

(b) vote the Shares in accordance with instructions received from
Policy owners; and

(c) vote the Shares in a particular Account for which no
instructions have been received in the same proportion as the
Shares of such Portfolio in that Account for which instructions
have been received from Policy owners;

so long as and to the extent that the SEC continues to interpret the 1940
Act to require pass through voting privileges for variable contract owners.
The Company reserves the right to vote shares held in any segregated asset
account in its own right, to the extent permitted by law. Participating
Insurance Companies shall be responsible for assuring that each of their
separate accounts holding Shares calculates voting privileges on matters
related to the Trust in the manner required by the Mixed and Shared Funding
Exemptive Order; provided, however, that the Trust or its Adviser shall
provide the Company and each other Participating Insurance Company with a
written copy of the voting privilege requirements under the Mixed and
Shared Funding Exemptive Order and such other assistance as may be
necessary to facilitate coordination between the Company and each other
Participating Insurance Company in complying with such standards, and
provided further that the Company shall be free to vote Portfolio shares
attributable to any Account in any manner permitted by applicable law, to
the extent that Mixed and Shared Funding Exemptive Order is superseded by
SEC regulation or administrative practice. The Trust and MFS will notify
the Company of any changes of interpretations or amendments to the Mixed
and Shared Funding Exemptive Order.

-6-
<PAGE>

ARTICLE IV. Sales Material and Information
-------------------------------

4.1. The Company shall furnish, or shall cause to be furnished, to the
Trust or its designee, each piece of sales literature or other promotional
material in which the Trust, MFS, any other investment adviser to the
Trust, or any affiliate of MFS are named, at least three (3) Business Days
prior to its use or such shorter period as the parties hereto may agree
from time to time. No such material shall be used if the Trust, MFS, or
their respective designees reasonably objects to such use within three (3)
Business Days after receipt of such material.

4.2. The Company shall not give any information or make any
representations or statement on behalf of the Trust, MFS, any other
investment adviser to the Trust, or any affiliate of MFS or concerning the
Trust or any other such entity in connection with the sale of the Policies
other than the information or representations contained in the registration
statement, prospectus or statement of additional information for the
Shares, as such registration statement, prospectus and statement of
additional information may be amended or supplemented from time to time;
reports or proxy materials for the Trust; sales literature or other
promotional material approved by the Trust, MFS, any company affiliated
with MFS, or their respective designees, except with the permission of the
Trust, MFS, any company affiliated with MFS, or their respective designees
(collectively, "Trust materials"). The Trust and MFS each agrees to
respond or cause their respective designees to respond to any request for
approval on a prompt and timely basis. The Company shall adopt and
implement procedures reasonably designed to ensure that information
concerning the Trust, MFS or any of their affiliates which is intended for
use only by brokers or agents selling the Policies (i.e., information that
----
is not intended for distribution to Policy owners or prospective Policy
owners) is so used, and neither the Trust, MFS nor any of their affiliates
shall be liable for any losses, damages or expenses relating to the
improper use of such broker only materials.

4.3. The Trust or its designee shall furnish, or shall cause to be
furnished, to the Company or its designee, each piece of sales literature
or other promotional material in which the Company and/or the Accounts is
named, at least three (3) Business Days prior to its use or such shorter
period as the parties hereto may agree from time to time. No such material
shall be used if the Company or its designee reasonably objects to such use
within three (3) Business Days after receipt of such material or such
shorter period as the parties hereto may agree from time to time.

4.4. The Trust and MFS shall not give, and agree that the Underwriter
shall not give, any information or make any representations on behalf of
the Company or concerning the Company, the Accounts, or the Policies in
connection with the sale of the Policies other than the information or
representations contained in a registration statement, prospectus, or
statement of additional information for the Policies, as such registration
statement, prospectus and statement of additional information may be
amended or supplemented from time to time; reports for the Accounts; sales
literature or other promotional material approved by the Company or its
designee (collectively, "Policy materials"), except with the permission of
the Company. The Company agrees to respond, or cause its designee to
respond, to any request for approval on a prompt and timely basis. The
parties hereto agree that this Section 4.4. is neither intended to
designate nor otherwise imply that MFS is an underwriter or distributor of
the Policies.

4.5. The Company and the Trust (or their respective designees in lieu of
the Company or the Trust, as appropriate) will each provide to the other at
least one complete copy of all registration statements, prospectuses,
statements of additional information, reports, proxy statements, sales

-7-
<PAGE>

literature or other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments to any of the above,
that relate to the Policies, or to the Trust or its Shares, prior to or
contemporaneously with the filing of such document with the SEC or other
regulatory authorities. The Company and the Trust shall also each promptly
inform the other of the results of any examination by the SEC (or other
regulatory authorities) that relates to the Policies, the Trust or its
Shares, and the party that was the subject of the examination shall provide
the other party with a copy of relevant portions of any "deficiency letter"
or other correspondence or written report regarding any such examination.

4.6. The Trust and MFS will provide the Company with as much notice as is
reasonably practicable of any proxy solicitation for any Portfolio, and of
any material change in the Trust's registration statement, particularly any
change resulting in a change to the registration statement or prospectus or
statement of additional information for any Account. The Trust and MFS
will cooperate with the Company so as to enable the Company to solicit
proxies from Policy owners or to make changes to its prospectus, statement
of additional information or registration statement, in an orderly manner.
The Trust and MFS will make reasonable efforts to attempt to have changes
affecting Policy prospectuses become effective simultaneously with the
annual updates for such prospectuses.

4.7. For purpose of this Article IV and Article VIII, the phrase "sales
literature or other promotional material" includes but is not limited to
advertisements (such as material published, or designed for use in, a
newspaper, magazine, or other periodical, radio, television, telephone or
tape recording, videotape display, signs or billboards, motion pictures, or
other public media), and sales literature (such as brochures, circulars,
reprints or excerpts or any other advertisement, sales literature, or
published articles), distributed or made generally available to customers
or the public, educational or training materials or communications
distributed or made generally available to some or all agents or employees.

ARTICLE V. Fees and Expenses
-----------------

5.1. The Trust shall pay no fee or other compensation to the Company under
this Agreement, and the Company shall pay no fee or other compensation to
the Trust, except that if the Trust or any Portfolio adopts and implements
a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution
and Shareholder servicing expenses, then, subject to obtaining any required
exemptive orders or regulatory approvals, the Trust may make payments to
the Company or to the underwriter for the Policies if and in amounts agreed
to by the Trust in writing. Each party, however, shall, in accordance with
the allocation of expenses specified in Articles III and V hereof,
reimburse other parties for expenses initially paid by one party but
allocated to another party. In addition, nothing herein shall prevent the
parties hereto from otherwise agreeing to perform, and arranging for
appropriate compensation for, other services relating to the Trust and/or
to the Accounts.

5.2. The Trust or its designee shall bear the expenses for the cost of
registration and qualification of the Shares under all applicable federal
and state laws, including preparation and filing of the Trust's
registration statement, and payment of filing fees and registration fees;
preparation and filing of the Trust's proxy materials and reports to
Shareholders; setting in type and printing its prospectus and statement of
additional information (to the extent provided by and as determined in
accordance with Article III above); setting in type and printing the proxy
materials and reports to Shareholders (to the extent provided by and as
determined in accordance with Article III above); the preparation of all
statements and notices required of the Trust by any federal

-8-
<PAGE>

or state law with respect to its Shares; all taxes on the issuance or
transfer of the Shares; and the costs of distributing the Trust's
prospectuses and proxy materials to owners of Policies funded by the Shares
and any expenses permitted to be paid or assumed by the Trust pursuant to a
plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear
any expenses of marketing the Policies.

5.3. The Company shall bear the expenses of distributing the Shares'
prospectus or prospectuses in connection with new sales of the Policies and
of distributing the Trust's Shareholder reports to Policy owners. The
Company shall bear all expenses associated with the registration,
qualification, and filing of the Policies under applicable federal
securities and state insurance laws; the cost of preparing, printing and
distributing the Policy prospectus and statement of additional information;
and the cost of preparing, printing and distributing annual individual
account statements for Policy owners as required by state insurance laws.

ARTICLE VI. Diversification and Related Limitations
---------------------------------------

6.1. The Trust and MFS represent and warrant that each Portfolio of the
Trust will meet the diversification requirements of Section 817 (h) (1) of
the Code and Treas. Reg. 1.817-5, relating to the diversification
requirements for variable annuity, endowment, or life insurance contracts,
as they may be amended from time to time (and any revenue rulings, revenue
procedures, notices, and other published announcements of the Internal
Revenue Service interpreting these sections), as if those requirements
applied directly to each such Portfolio.

6.2. The Trust and MFS represent and warrant that each Portfolio has
elected to be qualified as a Regulated Investment Company under Subchapter
M of the Code and that they will maintain such qualification (under
Subchapter M or any successor or similar provision).

ARTICLE VII. Potential Material Conflicts
----------------------------

7.1. The Trust agrees that the Board, constituted with a majority of
disinterested trustees, will monitor each Portfolio of the Trust for the
existence of any material irreconcilable conflict between the interests of
the variable annuity contract owners and the variable life insurance policy
owners of the Company and/or affiliated companies ("contract owners")
investing in the Trust. The Board shall have the sole authority to
determine if a material irreconcilable conflict exists, and such
determination shall be binding on the Company only if approved in the form
of a resolution by a majority of the Board, or a majority of the
disinterested trustees of the Board. The Board will give prompt notice of
any such determination to the Company.

7.2. The Company agrees that it will be responsible for assisting the
Board in carrying out its responsibilities under the conditions set forth
in the Trust's exemptive application pursuant to which the SEC has granted
the Mixed and Shared Funding Exemptive Order by providing the Board, as it
may reasonably request, with all information reasonably necessary for the
Board to consider any issues raised and agrees that it will be responsible
for promptly reporting any potential or existing conflicts of which it is
aware to the Board including, but not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded. If it is a Participating Insurance Company for which a
material irreconcilable conflict is relevant, the Company also agrees that,
if a material irreconcilable conflict arises, it will at its own cost
remedy such conflict up to and including (a) withdrawing the assets
allocable to some or

-9-
<PAGE>

all of the Accounts from the Trust or any Portfolio and reinvesting such
assets in a different investment medium, including (but not limited to)
another Portfolio of the Trust, or submitting to a vote of all affected
Policy owners whether to withdraw assets from the Trust or any Portfolio
and reinvesting such assets in a different investment medium and, as
appropriate, segregating the assets attributable to any appropriate group
of Policy owners that votes in favor of such segregation, or offering to
any of the affected Policy owners the option of segregating the assets
attributable to their contracts or policies, and (b) establishing a new
registered management investment company and segregating the assets
underlying the Policies, unless a majority of Policy owners materially
adversely affected by the conflict have voted to decline the offer to
establish a new registered management investment company.

7.3. A majority of the disinterested trustees of the Board shall determine
whether any proposed action by the Company adequately remedies any material
irreconcilable conflict. In the event that the Board determines that any
proposed action does not adequately remedy any material irreconcilable
conflict, the Company will withdraw from investment in the Trust each of
the Accounts designated by the disinterested trustees and terminate this
Agreement within six (6) months after the Board informs the Company in
writing of the foregoing determination; provided, however, that such
-------- -------
withdrawal and termination shall be limited to the extent required to
remedy any such material irreconcilable conflict as determined by a
majority of the disinterested trustees of the Board.

7.4. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the
1940 Act or the rules promulgated thereunder with respect to mixed or
shared funding (as defined in the Mixed and Shared Funding Exemptive Order)
on terms and conditions materially different from those contained in the
Mixed and Shared Funding Exemptive Order, then (a) the Trust and/or the
Participating Insurance Companies, as appropriate, shall take such steps as
may be necessary to comply with Rule 6e-2 and 6e-3(T), as amended, and Rule
6e-3, as adopted, to the extent such rules are applicable; and (b) Sections
3.5, 3.6, 7.1, 7.2, 7.3 and 7.4 of this Agreement shall continue in effect
only to the extent that terms and conditions substantially identical to
such Sections are contained in such Rule(s) as so amended or adopted.

ARTICLE VIII. Indemnification
---------------

8.1. Indemnification by the Company
-------------------------------

The Company agrees to indemnify and hold harmless the Trust, MFS, any
affiliates of MFS, and each of their respective directors/trustees,
officers and each person, if any, who controls the Trust or MFS within the
meaning of Section 15 of the 1933 Act, and any agents or employees of the
foregoing (each an "Indemnified Party," or collectively, the "Indemnified
Parties" for purposes of this Section 8.1) against any and all losses,
claims, damages, liabilities (including amounts paid in settlement with the
written consent of the Company) or expenses (including reasonable counsel
fees) to which any Indemnified Party may become subject under any statute,
regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale, acquisition or holding of the Shares
or the Policies and:

(a) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
registration statement, prospectus or statement of

-10-
<PAGE>

additional information for the Policies or contained in any
Policy materials, or arise out of or are based upon the omission
or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein
not misleading provided that this agreement to indemnify shall
--------
not apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made in
reasonable reliance upon and in conformity with information
furnished to the Company or its designee by or on behalf of the
Trust, the Underwriter or MFS for use in the Policy materials, or
otherwise for use in connection with the sale of the Policies or
Shares; or

(b) arise out of or as a result of statements or representations
(other than statements or representations contained in the Trust
materials not supplied by the Company or its designee, or persons
under its control and on which the Company has reasonably relied)
or wrongful conduct of the Company or persons under its control,
with respect to the sale or distribution of the Policies or
Shares; or

(c) arise out of any untrue statement or alleged untrue statement of
a material fact contained in Trust materials, or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reasonable reliance upon and in confirmity with information
furnished to the Trust by or on behalf of the Company; or

(d) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Company; or

(e) arise as a result of any failure by the Company to provide the
services and furnish the materials under the terms of this
Agreement;

as limited by and in accordance with the provisions of this Article VIII.

8.2. Indemnification by the Trust
----------------------------

The Trust agrees to indemnify and hold harmless the Company and each of
its directors and officers and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act, and any agents or employees
of the foregoing (each an "Indemnified Party," or collectively, the
"Indemnified Parties" for purposes of this Section 8.2) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement
with the written consent of the Trust) or expenses (including reasonable
counsel fees) to which any Indemnified Party may become subject under any
statute, at common law or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or settlements are
related to the sale acquisition or holding of the Shares or the Policies and:

(a) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Trust
materials, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement therein not
misleading, provided that this agreement to indemnify shall not
--------
apply as to any Indemnified Party if such

-11-
<PAGE>

statement or omission or such alleged statement or omission was
made in reasonable reliance upon and in conformity with
information furnished to the Trust, MFS, the Underwriter or their
respective designees by or on behalf of the Company for use in
the Trust materials or otherwise for use in connection with the
sale of the Policies or Shares; or

(b) arise out of or as a result of statements or representations
(other than statements or representations contained in the Policy
materials not supplied by the Trust, MFS, the Underwriter or any
of their respective designees or persons under their respective
control and on which any such entity has reasonably relied) or
wrongful conduct of the Trust or persons under its control, with
respect to the sale or distribution of the Policies or Shares; or

(c) arise out of any untrue statement or alleged untrue statement of
a material fact contained in the Policy materials, or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement
or statements therein not misleading, if such statement or
omission was made in reasonable reliance upon and in conformity
with information furnished to the Company by or on behalf of the
Trust, MFS or the Underwriter; or

(d) arise out of or result from any material breach of any
representation and/or warranty made by the Trust or MFS in this
Agreement (including a failure, whether unintentional or in good
faith or otherwise, to comply with the representations,
warranties and agreements specified in Article VI of this
Agreement) or arise out of or result from any other material
breach of this Agreement by the Trust; or

(e) arise out of or result from the materially incorrect or untimely
calculation or reporting of the daily net asset value per share
or dividend or capital gain distribution rate; or

(f) arise as a result of any failure by the Trust to provide the
services and furnish the materials under the terms of the
Agreement;

as limited by and in accordance with the provisions of this Article VIII.

8.3. In no event shall the Trust be liable under the indemnification
provisions contained in this Agreement to any individual or entity,
including without limitation, the Company, or any Participating Insurance
Company or any Policy holder, with respect to any losses, claims, damages,
liabilities or expenses that arise out of or result from (i) a breach of
any representation, warranty, and/or covenant made by the Company hereunder
or by any Participating Insurance Company under an agreement containing
substantially similar representations, warranties and covenants; (ii) the
failure by the Company or any Participating Insurance Company to maintain
its segregated asset account (which invests in any Portfolio) as a legally
and validly established segregated asset account under applicable state law
and as a duly registered unit investment trust under the provisions of the
1940 Act (unless exempt therefrom); or (iii) the failure by the Company or
any Participating Insurance Company to maintain its variable annuity and/or
variable life insurance contracts (with respect to which any Portfolio
serves as an underlying funding vehicle) as life insurance, endowment or
annuity contracts under applicable provisions of the Code.

-12-
<PAGE>

8.4. Neither the Company nor the Trust shall be liable under the
indemnification provisions contained in this Agreement with respect to any
losses, claims, damages, liabilities or expenses to which an Indemnified
Party would otherwise be subject by reason of such Indemnified Party's
willful misfeasance, willful misconduct, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations and duties under this
Agreement.

8.5. Promptly after receipt by an Indemnified Party under this Article
VIII. of notice of commencement of any action, such Indemnified Party will,
if a claim in respect thereof is to be made against the indemnifying party
under this Article VIII, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any Indemnified Party
otherwise than under this Article VIII. In case any such action is brought
against any Indemnified Party, and it notified the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish and unless the
Indemnified Party releases the Indemnifying Party from any further
obligations under this Article VIII in connection with that action, assume
the defense thereof, with counsel satisfactory to such Indemnified Party.
After notice from the indemnifying party of its intention to assume the
defense of an action, the Indemnified Party shall bear the expenses of any
additional counsel obtained by it, and the indemnifying party shall not be
liable to such Indemnified Party under this section for any legal or other
expenses subsequently incurred by such Indemnified Party in connection with
the defense thereof other than reasonable costs of investigation.

8.6. Each of the parties agrees promptly to notify the other parties of
the commencement of any litigation or proceeding against it or any of its
respective officers, directors, trustees, employees or 1933 Act control
persons in connection with the Agreement, the issuance or sale of the
Policies, the operation of the Accounts, or the sale or acquisition of
Shares.

8.7. A successor by law of the parties to this Agreement shall be entitled
to the benefits of the indemnification contained in this Article VIII. The
indemnification provisions contained in this Article VIII shall survive any
termination of this Agreement.

ARTICLE IX. Applicable Law
--------------

9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts, without reference to its conflicts of law provisions.

ARTICLE X. Notice of Formal Proceedings
----------------------------

The Trust, MFS, and the Company agree that each such party shall promptly
notify the other parties to this Agreement, in writing, of the institution of
any formal proceedings brought against such party or its designees by the NASD,
the SEC, or any insurance department or any other regulatory body regarding such
party's duties under this Agreement or related to the sale of the Policies, the
operation of the Accounts, or the purchase of the Shares.

ARTICLE XI. Termination
-----------

-13-
<PAGE>

11.1. This Agreement shall continue until terminated with respect to the
Accounts, or one, some, or all Portfolios:

(a) at the option of any party as to any Portfolio, upon ninety (90)
days' advance written notice to the other parties; or

(b) at the option of the Company as to any Portfolio upon written
notice to the other parties, to the extent that the Shares of
that Portfolio are not reasonably available to meet the
requirements of the Policies or are not "appropriate funding
vehicles" for the Policies, as reasonably determined by the
Company. Without limiting the generality of the foregoing, the
Shares of a Portfolio would not be "appropriate funding vehicles"
if, for example, such Shares did not meet the diversification or
other requirements referred to in Article VI hereof; or if the
Company would be permitted to disregard Policy owner voting
instructions pursuant to Rule 6e-2 or 6e-3(T) under the 1940 Act.
Prompt notice of the election to terminate for such cause and an
explanation of such cause shall be furnished to the Trust by the
Company; or

(c) at the option of the Trust or MFS upon written notice to the
other parties in the event of formal proceedings are instituted
against the Company by the NASD, the SEC, or any insurance
department or any other regulatory body regarding the Company's
duties under this Agreement or related to the sale of the
Policies, the operation of the Accounts, or the purchase of the
Shares; or

(d) at the option of the Company upon written notice to the other
parties in the event of formal proceedings are instituted against
the Trust, MFS or the Underwriter by the NASD, the SEC, or any
state securities or insurance department or any other regulatory
body regarding the Trust's or MFS' or the Underwriters' duties
under this Agreement or related to the sale of the Shares; or

(e) at the option of the Company, upon written notice to the other
parties following receipt of any necessary regulatory approvals
and/or the vote of the Policy owners having an interest in the
Accounts (or any subaccounts) to substitute the shares of another
investment company for the corresponding Portfolio Shares in
accordance with the terms of the Policies for which those
Portfolio Shares had been selected to serve as the underlying
investment media. The Company will give thirty (30) days' prior
written notice to the Trust of the date of any proposed vote or
other action taken to replace the Shares; or

(f) by either the Trust or MFS by written notice to the Company, if
either one or both of the Trust or MFS respectively, shall
determine, in their sole judgment exercised in good faith, that
the Company has suffered a material adverse change in its
business, operations, financial condition, or prospects since the
date of this Agreement or is the subject of material adverse
publicity; or

(g) by the Company by written notice to the Trust and MFS, if the
Company shall determine, in its sole judgment exercised in good
faith, that the Trust or MFS has suffered a material adverse
change in this business, operations, financial condition

-14-
<PAGE>

or prospects since the date of this Agreement or is the subject
of material adverse publicity; or

(h) at the option of any party to this Agreement, upon another
party's repeated material breach of any provision of this
Agreement or isolated material breach that is not cured within a
30 day period after notice thereof; or

(i) upon assignment of this Agreement, unless made with the written
consent of the parties hereto.

11.2. The notice shall specify the Portfolio or Portfolios, Policies and,
if applicable, the Accounts as to which the Agreement is to be terminated.

11.3. It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section 11.1(a) may be exercised for
cause or for no cause.

11.4. Notwithstanding any termination of this Agreement, the Trust, MFS
and the Underwriter shall, at the option of the Company, continue to make
available additional shares of the Portfolios pursuant to the terms and
conditions of this Agreement, for all Policies in effect on the effective
date of termination of this Agreement (the "Existing Policies"), except as
otherwise provided under Article VII of this Agreement. Specifically,
without limitation, the owners of the Existing Policies shall be permitted
to transfer or reallocate investment under the Policies, redeem investments
in any Portfolio and/or invest in the Trust upon the making of additional
purchase payments under the Existing Policies and all germane portions of
this Agreement shall remain in effect for these purposes.

11.5. In the event of any termination of this Agreement as to one or more
Portfolios pursuant to this Article XI or Article VIII, the following
provisions shall survive; Article V, Article VIII, and Section 13.1.

-15-
<PAGE>

ARTICLE XII. Notices
--------

Any notice shall be sufficiently given when sent by registered or certified
mail, overnight courier or facsimile to the other party at the address of such
party set forth below or at such other address as such party may from time to
time specify in writing to the other party.

If to the Trust:

MFS Variable Insurance Trust
500 Boylston Street
Boston, Massachusetts 02116
Facsimile No.: (617) 954-6624
Attn: Stephen E. Cavan, Secretary

If to the Company:

John Hancock Mutual Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Facsimile No.: 617-572-9161
Attn: Michele G. Van Leer, Senior Vice President

With a copy to:

Ronald J. Bocage, Vice President and Counsel
John Hancock Mutual Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117

If to MFS:

Massachusetts Financial Services Company
500 Boylston Street
Boston, Massachusetts 02116
Facsimile No.: (617) 954-6624
Attn: Stephen E. Cavan, General Counsel

ARTICLE XIII. Miscellaneous
-------------

13.1. Subject to the requirement of legal process and regulatory
authority, each party hereto shall treat as confidential the names and
addresses of the owners of the Policies and all information reasonably
identified as confidential in writing by any other party hereto and, except
as permitted by this Agreement or as otherwise required by applicable law
or regulation, shall not disclose, disseminate or utilize such names and
addresses and other confidential information without the express written
consent of the affected party until such time as it may come into the
public domain.

13.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.

-16-
<PAGE>

13.3. This Agreement may be executed simultaneously in one or more
counterparts, each of which taken together shall constitute one and the
same instrument.

13.4. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.

13.5. The Schedule attached hereto, as modified from time to time, is
incorporated herein by reference and is part of this Agreement.

13.6. Each party hereto shall cooperate with each other party in
connection with inquiries by appropriate governmental authorities
(including without limitation the SEC, the NASD, and state insurance
regulators) relating to this Agreement or the transactions contemplated
hereby.

13.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to
under state and federal laws.

13.8. A copy of the Trust's Declaration of Trust is on file with the
Secretary of State of The Commonwealth of Massachusetts. The Company
acknowledges that the obligations of or arising out of this instrument are
not binding upon any of the Trust's trustees, officers, employees, or
shareholders individually, but are binding solely upon the assets and
property of the Trust in accordance with its proportionate interest
hereunder. The Company further acknowledges that the assets and
liabilities of each Portfolio are separate and distinct and that the
obligations of or arising out of this instrument are binding solely upon
the assets or property of the Portfolio on whose behalf the Trust has
executed this instrument. The Company also agrees that the obligations of
each Portfolio hereunder shall be several and not joint, in accordance with
its proportionate interest hereunder, and the Company agrees not to proceed
against any Portfolio for the obligations of another Portfolio.

13.9. Neither the Trust nor the Underwriter nor MFS shall use any
designation comprised in whole or in part of the names or marks "Hancock,"
"John Hancock," "Investors Partner," or "IPL" or any other trademark
relating to the Company without the prior written consent of the Company.
The Company shall not use any designation comprised in whole or in part of
the names or marks "Massachusetts Financial Services Company," "MFS
Investment Management" or "MFS" or any other trademark relating to MFS
without the prior written consent of MFS. Upon termination of this
Agreement for any reason, each party shall cease all use of any such name
or mark of the other parties as soon as reasonably practicable.

-17-
<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed hereto as of the date specified above.

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
By its authorized officer,

By:
-------------------------
Title:
----------------------

MFS VARIABLE INSURANCE TRUST,
on behalf of the Portfolios
By its authorized officer and not individually,

By:
------------------------
James R. Bordewick, Jr.
Assistant Secretary

MASSACHUSETTS FINANCIAL SERVICES COMPANY
By its authorized officer,

By:
------------------------
Jeffrey L. Shames
Chairman and Chief Executive Officer

-18-
<PAGE>

As of August __, 1999

SCHEDULE A

Accounts, Policies and Portfolios
Subject to the Participation Agreement
--------------------------------------

<TABLE>
<CAPTION>
=======================================================================================================================
Name of Company and Separate
Account and Date Policies Funded Portfolios
Investment Operations Commenced By Separate Account Applicable to Policies
=======================================================================================================================
<S> <C> <C>
JHMLICO - John Hancock Variable Annuity Revolution Variable Annuity, Revolution MFS Research Series
Account H - April 14, 1997 Access Variable Annuity, Revolution MFS New Discovery Series
Extra Variable Annuity and Revolution
Value Variable Annuity
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

-19-

<PAGE>

EXHIBIT 8(f)

PARTICIPATION AGREEMENT

BY AND AMONG

AIM VARIABLE INSURANCE FUNDS, INC.,

A I M DISTRIBUTORS, INC.,

JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
AND CERTAIN OF ITS AFFILIATED INSURANCE COMPANIES,
EACH ON BEHALF OF ITSELF AND
ITS SEPARATE ACCOUNTS,

AND

JOHN HANCOCK FUNDS, INC.
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Description Page
- ----------- ----
<S> <C> <C>
Section 1. Available Funds............................................................... 2
1.1 Availability.................................................................. 2
1.2 Addition, Deletion or Modification of Funds................................... 2
1.3 No Sales to the General Public................................................ 2
Section 2. Processing Transactions....................................................... 3
2.1 Timely Pricing and Orders..................................................... 3
2.2 Timely Payments............................................................... 3
2.3 Applicable Price.............................................................. 4
2.4 Dividends and Distributions................................................... 4
2.5 Book Entry.................................................................... 4
Section 3. Costs and Expenses............................................................ 4
3.1 General....................................................................... 4
3.2 Parties To Cooperate.......................................................... 5
Section 4. Legal Compliance.............................................................. 5
4.1 Tax Laws...................................................................... 5
4.2 Insurance and Certain Other Laws.............................................. 7
4.3 Securities Laws................................. ............................. 8
4.4 Notice of Certain Proceedings and Other Circumstances......................... 9
4.5 LIFE COMPANY To Provide Documents; Information About AVIF..................... 9
4.6 AVIF To Provide Documents; Information About LIFE COMPANY..................... 10
Section 5. Mixed and Shared Funding...................................................... 12
5.1 General....................................................................... 12
5.2 Disinterested Directors....................................................... 12
5.3 Monitoring for Material Irreconcilable Conflicts.............................. 12
5.4 Conflict Remedies............................................................. 13
5.5 Notice to LIFE COMPANY........................................................ 14
5.6 Information Requested by Board of Directors................................... 15
5.7 Compliance with SEC Rules..................................................... 15
5.8 Other Requirements............................................................ 15
Section 6. Termination................................................................... 15
6.1 Events of Termination......................................................... 15
6.2 Notice Requirement for Termination............................................ 16
6.3 Funds To Remain Available..................................................... 17
6.4 Survival of Warranties and Indemnifications................................... 17
6.5 Continuance of Agreement for Certain Purposes................................. 17
Section 7. Parties To Cooperate Respecting Termination................................... 17
Section 8. Assignment.................................................................... 17
Section 9. Notices....................................................................... 18
Section 10. Voting Procedures............................................................. 19
</TABLE>
i
<PAGE>

<TABLE>
<S> <C>
Section 11. Foreign Tax Credits..................................................................................20
Section 12. Indemnification......................................................................................20
12.1 Of AVIF and AIM by LIFE COMPANY and UNDERWRITER....................................................20
12.2 Of LIFE COMPANY and UNDERWRITER by AVIF and AIM....................................................22
12.3 Effect of Notice...................................................................................24
12.4 Successors.........................................................................................25
Section 13. Applicable Law.......................................................................................25
Section 14. Execution in Counterparts............................................................................27
Section 15. Severability.........................................................................................25
Section 16. Rights Cumulative....................................................................................25
Section 17. Headings.............................................................................................25
Section 18. Confidentiality......................................................................................25
Section 19. Trademarks and Names..........................................................................26
Section 20. Parties to Cooperate.................................................................................26
Section 21. Amendments....................................................................................27
Section 22. Waivers.......................................................................................27
Section 23. LIFE COMPANIES................................................................................27

</TABLE>
ii
<PAGE>

PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into as of the ____ day of August, 1999
("Agreement"), by and among AIM Variable Insurance Funds, Inc., a Maryland
corporation ("AVIF"); A I M Distributors, Inc., a Delaware corporation ("AIM"),
John Hancock Mutual Life Insurance Company and John Hancock Variable Life
Insurance Company, both Massachusetts corporations, and Investors Partner Life
Insurance Company, a Delaware corporation, each on behalf of itself and each of
its segregated asset accounts listed in Schedule A hereto, as the parties hereto
may amend from time to time (each, an "Account," and collectively, the
"Accounts"); and John Hancock Funds, Inc., an affiliate of such insurance
companies and the principal underwriter of the Contracts ("UNDERWRITER")
(collectively, the "Parties").

WITNESSETH THAT:

WHEREAS, AVIF is registered with the Securities and Exchange Commission
("SEC") as an open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, AVIF currently consists of fifteen separate series ("Series"),
shares ("Shares") of each of which are registered under the Securities Act of
1933, as amended (the "1933 Act") and are currently sold to one or more separate
accounts of life insurance companies to fund benefits under variable annuity
contracts and variable life insurance contracts; and

WHEREAS, AVIF will make Shares of each Series listed on Schedule A hereto,
as the Parties hereto may amend from time to time (each a "Fund"; reference
herein to "AVIF" includes reference to each Fund, to the extent the context
requires) available for purchase by the Accounts; and

WHEREAS, LIFE COMPANY (as such term is defined in Section 23 hereof) will
be the issuer of certain variable annuity contracts and variable life insurance
contracts ("Contracts") as set forth on Schedule A hereto, as the Parties
hereto may amend from time to time, interests under which Contracts, if required
by applicable law, will be registered under the 1933 Act; and

WHEREAS, LIFE COMPANY will fund the Contracts through the Accounts, each of
which may be divided into two or more subaccounts ("Subaccounts"; reference
herein to an "Account" includes reference to each Subaccount thereof to the
extent the context requires); and

WHEREAS, LIFE COMPANY will serve as the depositor of the Accounts, each of
which is registered as a unit investment trust investment company under the 1940
Act (or exempt

1
<PAGE>

therefrom), and the security interests deemed to be issued by the Accounts under
the Contracts will be registered as securities under the 1933 Act (or exempt
therefrom); and

WHEREAS, to the extent permitted by applicable insurance laws and
regulations, LIFE COMPANY intends to purchase Shares in one or more of the Funds
on behalf of the Accounts to fund the Contracts; and

WHEREAS, UNDERWRITER is a broker-dealer registered with the SEC under the
Securities Exchange Act of 1934 ("1934 Act") and a member in good standing of
the National Association of Securities Dealers, Inc. ("NASD"); and

WHEREAS, AIM is a broker-dealer registered with the SEC under the
Securities Exchange Act of 1934 and a member in good standing of the NASD; and

WHEREAS, AIM currently serves as the distributor for the Shares;

NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein, the Parties hereto agree as follows:

Section 1. Available Funds
---------------------------

1.1 Availability.
------------

AVIF will make Shares of each Fund available to LIFE COMPANY for purchase
and redemption at net asset value and with no sales charges, subject to the
terms and conditions of this Agreement. The Board of Directors of AVIF may
refuse to sell Shares of any Fund to any person, or suspend or terminate the
offering of Shares of any Fund if such action is required by law or by
regulatory authorities having jurisdiction or if, in the sole discretion of the
Directors acting in good faith and in light of their fiduciary duties under
federal and any applicable state laws, such action is deemed in the best
interests of the shareholders of such Fund.

1.2 Addition, Deletion or Modification of Funds.
-------------------------------------------

The Parties hereto may agree, from time to time, to add other Funds to
provide additional funding media for the Contracts, or to delete, combine, or
modify existing Funds, by amending Schedule A hereto. Upon such amendment to
Schedule A, any applicable reference to a Fund, AVIF, or its Shares herein shall
include a reference to any such additional Fund. Schedule A, as amended from
time to time, is incorporated herein by reference and is a part hereof.

1.3 No Sales to the General Public.
------------------------------

AVIF represents and warrants that no Shares of any Fund have been or will
be sold to the general public.

2
<PAGE>

Section 2. Processing Transactions
-----------------------------------

2.1 Timely Pricing and Orders.
-------------------------

(a) AVIF or its designated agent will use its best efforts to provide LIFE
COMPANY with the net asset value per Share for each Fund by 6:00 p.m. Central
Time on each Business Day. As used herein, "Business Day" shall mean any day on
which (i) the New York Stock Exchange is open for regular trading, (ii) AVIF
calculates the Fund's net asset value, and (iii) LIFE COMPANY is open to receive
purchase and redemption orders.

(b) LIFE COMPANY will use the data provided by AVIF each Business Day
pursuant to paragraph (a) immediately above to calculate Account unit values and
to process transactions that receive that same Business Day's Account unit
values. LIFE COMPANY will perform such Account processing the same Business
Day, and will place corresponding orders to purchase or redeem Shares with AVIF
by 9:00 a.m. Central Time the following Business Day; provided, however, that
AVIF shall provide additional time to LIFE COMPANY in the event that AVIF is
unable to meet the 6:00 p.m. time stated in paragraph (a) immediately above.
Such additional time shall be equal to the additional time that AVIF takes to
make the net asset values available to LIFE COMPANY.

(c) With respect to payment of the purchase price by LIFE COMPANY and of
redemption proceeds by AVIF, LIFE COMPANY and AVIF shall net purchase and
redemption orders for each Account with respect to each Fund and shall transmit
one net payment per Fund per Account in accordance with Section 2.2, below.

(d) If AVIF provides materially incorrect Share net asset value
information (as determined under SEC guidelines), LIFE COMPANY shall be entitled
to an adjustment to the number of Shares purchased or redeemed to reflect the
correct net asset value per Share, as well as such other compensation as is
provided in Schedule C to this Agreement. Any material error in the calculation
or reporting of net asset value per Share, dividend or capital gain information
shall be reported promptly upon discovery to LIFE COMPANY.

2.2 Timely Payments.
---------------

LIFE COMPANY will wire payment for net purchases to a custodial account
designated by AVIF by 1:00 p.m. Central Time on the same day as the order for
Shares is placed, to the extent practicable. AVIF will wire payment for net
redemptions to an account designated by LIFE COMPANY by 1:00 p.m. Central Time
on the same day as the Order is placed, to the extent practicable, but in any
event within five (5) calendar days after the date the order is placed in order
to enable LIFE COMPANY to pay redemption proceeds within the time specified in
Section 22(e) of the 1940 Act or such shorter period of time as may be required
by law.

3
<PAGE>

2.3 Applicable Price.
----------------

(a) Share purchase payments and redemption orders that result from
purchase payments, premium payments, surrenders and other transactions under
Contracts (collectively, "Contract transactions") and that LIFE COMPANY receives
prior to the close of regular trading on the New York Stock Exchange on a
Business Day will be executed at the net asset values of the appropriate Funds
next computed after receipt by AVIF or its designated agent of the orders. For
purposes of this Section 2.3(a), LIFE COMPANY shall be the designated agent of
AVIF for receipt of orders relating to Contract transactions on each Business
Day and receipt by such designated agent shall constitute receipt by AVIF;
provided that AVIF receives notice of such orders by 9:00 a.m. Central Time on
the next following Business Day or such later time as computed in accordance
with Section 2.1(b) hereof.

(b) All other Share purchases and redemptions by LIFE COMPANY will be
effected at the net asset values of the appropriate Funds next computed after
receipt by AVIF or its designated agent of the order therefor, and such orders
will be irrevocable.

2.4 Dividends and Distributions.
---------------------------

AVIF will furnish notice by wire or telephone (followed by written
confirmation) on or prior to the payment date to LIFE COMPANY of any income
dividends or capital gain distributions payable on the Shares of any Fund. LIFE
COMPANY hereby elects to reinvest all dividends and capital gains distributions
in additional Shares of the corresponding Fund at the ex-dividend date net asset
values until LIFE COMPANY otherwise notifies AVIF in writing, it being agreed by
the Parties that the ex-dividend date and the payment date with respect to any
dividend or distribution will be the same Business Day. LIFE COMPANY reserves
the right to revoke this election and to receive all such income dividends and
capital gain distributions in cash.

2.5 Book Entry.
----------

Issuance and transfer of AVIF Shares will be by book entry only. Stock
certificates will not be issued to LIFE COMPANY. Shares ordered from AVIF will
be recorded in an appropriate title for LIFE COMPANY, on behalf of its Account.

Section 3. Costs and Expenses
------------------------------

3.1 General.
-------

Except as otherwise specifically provided in Schedule B, attached hereto
and made a part hereof, each Party will bear, or arrange for others to bear, all
expenses incident to its performance under this Agreement.

4
<PAGE>

3.2 Parties To Cooperate.
--------------------

Each Party agrees to cooperate with the others, as applicable, in arranging
to print, mail and/or deliver, in a timely manner, combined or coordinated
prospectuses or other materials of AVIF and the Accounts.

Section 4. Legal Compliance
----------------------------

4.1 Tax Laws.
--------

(a) AVIF represents and warrants that each Fund is currently qualified as
a regulated investment company ("RIC") under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), and represents that it will use
its best efforts to qualify and to maintain qualification of each Fund as a RIC.
AVIF will notify LIFE COMPANY immediately upon having a reasonable basis for
believing that a Fund has ceased to so qualify or that it might not so qualify
in the future.

(b) AVIF represents that it will use its best efforts to comply and to
maintain each Fund's compliance with the diversification requirements set forth
in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under
the Code. AVIF will notify LIFE COMPANY immediately upon having a reasonable
basis for believing that a Fund has ceased to so comply or that a Fund might not
so comply in the future. In the event of a breach of this Section 4.1(b) by
AVIF, it will take all reasonable steps to adequately diversify the Fund so as
to achieve compliance within the grace period afforded by Section 1.817-5 of the
regulations under the Code.

(c) Notwithstanding any other provision of this Agreement, LIFE COMPANY
agrees that if the Internal Revenue Service ("IRS") asserts in writing in
connection with any governmental audit or review of LIFE COMPANY or, to LIFE
COMPANY's knowledge, of any Participant, that any Fund has failed to comply with
the diversification requirements of Section 817(h) of the Code or LIFE COMPANY
otherwise becomes aware of any facts that could give rise to any claim against
AVIF or its affiliates as a result of such a failure or alleged failure:

(i) LIFE COMPANY shall promptly notify AVIF of such assertion or
potential claim (subject to the Confidentiality provisions of
Section 18 as to any Participant);

(ii) LIFE COMPANY shall consult with AVIF as to how to minimize any
liability that may arise as a result of such failure or alleged
failure;

(iii) LIFE COMPANY shall use its best efforts to minimize any
liability of AVIF or its affiliates resulting from such failure,
including, without limitation, demonstrating, pursuant to
Treasury Regulations Section 1.817-5(a)(2), to the Commissioner
of the IRS that such failure was inadvertent;

(iv) LIFE COMPANY shall permit AVIF, its affiliates and their legal
and accounting advisors to participate in any conferences,
settlement discussions

5
<PAGE>

or other administrative or judicial proceeding or contests
(including judicial appeals thereof) with the IRS, any
Participant or any other claimant regarding any claims that
could give rise to liability to AVIF or its affiliates as a
result of such a failure or alleged failure; provided,
however, that LIFE COMPANY will retain control of the conduct
of such conferences discussions, proceedings, contests or
appeals;

(v) any written materials to be submitted by LIFE COMPANY to the
IRS, any Participant or any other claimant in connection with
any of the foregoing proceedings or contests (including,
without limitation, any such materials to be submitted to the
IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)),
(a) shall be provided by LIFE COMPANY to AVIF (together with
any supporting information or analysis); subject to the
confidentiality provisions of Section 18, at least ten (10)
business days or such shorter period to which the Parties
hereto agree prior to the day on which such proposed materials
are to be submitted, and (b) shall not be submitted by LIFE
COMPANY to any such person without the express written consent
of AVIF which shall not be unreasonably withheld;

(vi) LIFE COMPANY shall provide AVIF or its affiliates and their
accounting and legal advisors with such cooperation as AVIF
shall reasonably request (including, without limitation, by
permitting AVIF and its accounting and legal advisors to
review the relevant books and records of LIFE COMPANY) in
order to facilitate review by AVIF or its advisors of any
written submissions provided to it pursuant to the preceding
clause or its assessment of the validity or amount of any
claim against its arising from such a failure or alleged
failure;

(vii) LIFE COMPANY shall not with respect to any claim of the IRS or
any Participant that would give rise to a claim against AVIF
or its affiliates (a) compromise or settle any claim, (b)
accept any adjustment on audit, or (c) forego any allowable
administrative or judicial appeals, without the express
written consent of AVIF or its affiliates, which shall not be
unreasonably withheld, provided that LIFE COMPANY shall not be
required, after exhausting all administrative remedies, to
appeal any adverse judicial decision unless AVIF or its
affiliates shall have provided an opinion of independent
counsel to the effect that a reasonable basis exists for
taking such appeal; and provided further that the costs of any
such appeal shall be borne equally by the Parties hereto; and

(viii) AVIF and its affiliates shall have no liability as a result of
such failure or alleged failure if LIFE COMPANY fails to
comply with any of the foregoing clauses (i) through (vii),
and such failure could be shown to have materially contributed
to the liability.

6
<PAGE>

Should AVIF or any of its affiliates refuse to give its written consent to
any compromise or settlement of any claim or liability hereunder, LIFE COMPANY
may, in its discretion, authorize AVIF or its affiliates to act in the name of
LIFE COMPANY in, and to control the conduct of, such conferences, discussions,
proceedings, contests or appeals and all administrative or judicial appeals
thereof, and in that event AVIF or its affiliates shall bear the fees and
expenses associated with the conduct of the proceedings that it is so authorized
to control; provided, that in no event shall LIFE COMPANY have any liability
resulting from AVIF's refusal to accept the proposed settlement or compromise
with respect to any failure caused by AVIF. As used in this Agreement, the term
"affiliates" shall have the same meaning as "affiliated person" as defined in
Section 2(a)(3) of the 1940 Act.

(d) LIFE COMPANY represents and warrants that the Contracts currently are
and will be annuity contracts or life insurance contracts under applicable
provisions of the Code and that it will use its best efforts to maintain such
status; LIFE COMPANY will notify AVIF immediately upon having a reasonable basis
for believing that any of the Contracts have ceased to be so treated or that
they might not be treated as such in the future.

(e) LIFE COMPANY represents and warrants that each Account is a
"segregated asset account" and that interests in each Account are offered
exclusively through the purchase of or transfer into a "variable contract,"
within the meaning of such terms under Section 817 of the Code and the
regulations thereunder. LIFE COMPANY will use its best efforts to continue to
meet such definitional requirements, and it will notify AVIF immediately upon
having a reasonable basis for believing that such requirements have ceased to be
met or that they might not be met in the future.

4.2 Insurance and Certain Other Laws.
--------------------------------

(a) AVIF will use its best efforts to comply with any applicable state
insurance laws or regulations, to the extent specifically requested in writing
by LIFE COMPANY, including, the furnishing of information not otherwise
available to LIFE COMPANY which is required by state insurance law to enable
LIFE COMPANY to obtain the authority needed to issue the Contracts in any
applicable state.

(b) LIFE COMPANY represents and warrants that (i) it is an insurance
company duly organized, validly existing and in good standing under the laws of
its state of organization and has full corporate power, authority and legal
right to execute, deliver and perform its duties and comply with its obligations
under this Agreement, (ii) it has legally and validly established and maintains
each Account as a segregated asset account under the insurance laws of its state
of organization and the regulations thereunder, and (iii) the Contracts comply
in all material respects with all other applicable federal and state laws and
regulations.

(c) AVIF represents and warrants that it is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Maryland
and has full power, authority, and legal right to execute, deliver, and perform
its duties and comply with its obligations under this Agreement.

7
<PAGE>

(d) AIM represents and warrants that it is a Delaware corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware and has full power, authority, and legal right to execute, deliver, and
perform its duties and comply with its obligations under this Agreement.

4.3 Securities Laws.
---------------

(a) LIFE COMPANY represents and warrants that (i) interests in each
Account pursuant to the Contracts will be registered under the 1933 Act to the
extent required by the 1933 Act, (ii) the Contracts will be duly authorized for
issuance and sold in compliance with all applicable federal and state laws,
including, without limitation, the 1933 Act, the 1934 Act, the 1940 Act and the
law(s) of the Life Company's state(s) of organization and domicile, (iii) each
Account is and will remain registered under the 1940 Act, to the extent required
by the 1940 Act, (iv) each Account does and will comply in all material respects
with the requirements of the 1940 Act and the rules thereunder, to the extent
required, (v) each Account's 1933 Act registration statement relating to the
Contracts, together with any amendments thereto, will at all times comply in all
material respects with the requirements of the 1933 Act and the rules
thereunder, (vi) LIFE COMPANY will amend the registration statement for its
Contracts under the 1933 Act and for its Accounts under the 1940 Act from time
to time as required in order to effect the continuous offering of its Contracts
or as may otherwise be required by applicable law, and (vii) each Account
Prospectus will at all times comply in all material respects with the
requirements of the 1933 Act and the rules thereunder.

(b) AVIF represents and warrants that (i) Shares sold pursuant to this
Agreement will be registered under the 1933 Act to the extent required by the
1933 Act and duly authorized for issuance and sold in compliance with Maryland
law, (ii) AVIF is and will remain registered under the 1940 Act to the extent
required by the 1940 Act, (iii) AVIF will amend the registration statement for
its Shares under the 1933 Act and itself under the 1940 Act from time to time as
required in order to effect the continuous offering of its Shares, (iv) AVIF
does and will comply in all material respects with the requirements of the 1940
Act and the rules thereunder, (v) AVIF's 1933 Act registration statement,
together with any amendments thereto, will at all times comply in all material
respects with the requirements of the 1933 Act and rules thereunder, and (vi)
AVIF's Prospectus will at all times comply in all material respects with the
requirements of the 1933 Act and the rules thereunder.

(c) AVIF will at its expense register and qualify its Shares for sale in
accordance with the laws of any state or other jurisdiction if and to the extent
reasonably deemed advisable by AVIF.

(d) AVIF currently does not intend to make any payments to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise,
although it reserves the right to make such payments in the future. To the
extent that it decides to finance distribution expenses pursuant to Rule 12b-1,
AVIF undertakes to have its Board of Directors, a majority of whom are not
"interested" persons of the Fund, formulate and approve any plan under Rule 12b-
1 to finance distribution expenses.

(e) AVIF represents and warrants that all of its trustees, officers,
employees, investment advisers, and other individuals/entities having access to
the funds and/or securities of the Fund are and continue to be at all times
covered by a blanket fidelity bond or similar coverage for the benefit

8
<PAGE>

of the Fund in an amount not less than the minimal coverage as required
currently by Rule 17g-(1) of the 1940 Act or related provisions as may be
promulgated from time to time. The aforesaid bond includes coverage for larceny
and embezzlement and is issued by a reputable bonding company.

4.4 Notice of Certain Proceedings and Other Circumstances.
-----------------------------------------------------

(a) AVIF or AIM will immediately notify LIFE COMPANY of (i) the issuance
by any court or regulatory body of any stop order, cease and desist order, or
other similar order with respect to AVIF's registration statement under the 1933
Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such
registration statement or AVIF Prospectus that may affect the offering of Shares
of AVIF, (iii) the initiation of any proceedings for that purpose or for any
other purpose relating to the registration or offering of AVIF's Shares, or (iv)
any other action or circumstances that may prevent the lawful offer or sale of
Shares of any Fund in any state or jurisdiction, including, without limitation,
any circumstances in which (a) such Shares are not registered and, in all
material respects, issued and sold in accordance with applicable state and
federal law, or (b) such law precludes the use of such Shares as an underlying
investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF
and AIM will make every reasonable effort to prevent the issuance, with respect
to any Fund, of any such stop order, cease and desist order or similar order
and, if any such order is issued, to obtain the lifting thereof at the earliest
possible time.

(b) LIFE COMPANY or UNDERWRITER will immediately notify AVIF of (i) the
issuance by any court or regulatory body of any stop order, cease and desist
order, or other similar order with respect to each Account's registration
statement under the 1933 Act relating to the Contracts or each Account
Prospectus, (ii) any request by the SEC for any amendment to such registration
statement or Account Prospectus that may affect the offering of Shares of AVIF,
(iii) the initiation of any proceedings for that purpose or for any other
purpose relating to the registration or offering of each Account's interests
pursuant to the Contracts, or (iv) any other action or circumstances that may
prevent the lawful offer or sale of said interests in any state or jurisdiction,
including, without limitation, any circumstances in which said interests are not
registered and, in all material respects, issued and sold in accordance with
applicable state and federal law. LIFE COMPANY and UNDERWRITER will make every
reasonable effort to prevent the issuance of any such stop order, cease and
desist order or similar order and, if any such order is issued, to obtain the
lifting thereof at the earliest possible time.

4.5 LIFE COMPANY To Provide Documents; Information About AVIF.
---------------------------------------------------------

(a) LIFE COMPANY will provide to AVIF or its designated agent at least one
(1) complete copy of all SEC registration statements, Account Prospectuses,
reports, any preliminary and final voting instruction solicitation material,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to each Account or the Contracts and that is
relevant to the business contemplated hereunder, contemporaneously with the
filing of such document with the SEC or other regulatory authorities.

(b) LIFE COMPANY will provide to AVIF or its designated agent at least one
(1) complete copy of each piece of sales literature or other promotional
material in which AVIF or any

9
<PAGE>

of its affiliates is named, at least five (5) Business Days prior to its
dissemination, or such shorter period as the Parties hereto may, from time to
time, agree upon. No such material shall be used if AVIF or its designated agent
objects to such dissemination within five (5) Business Days after receipt of
such material or such shorter period as the Parties hereto may, from time to
time, agree upon. AVIF hereby designates AIM as the entity to receive such sales
literature, until such time as AVIF appoints another designated agent by giving
notice to LIFE COMPANY in the manner required by Section 9 hereof.

(c) Neither LIFE COMPANY nor any of its affiliates, will give any
information or make any representations or statements on behalf of or concerning
AVIF, AIM, or their respective affiliates in connection with the sale of the
Contracts other than (i) the information or representations contained in the
registration statement, including the AVIF Prospectus contained therein,
relating to Shares, as such registration statement and AVIF Prospectus may be
amended from time to time; or (ii) in reports or proxy materials for AVIF; or
(iii) in published reports for AVIF that are in the public domain and approved
by AVIF for distribution; or (iv) in sales literature or other promotional
material approved by AVIF, except with the express written permission of AVIF.

(d) LIFE COMPANY shall adopt and implement procedures reasonably designed
to ensure that information concerning AVIF, AIM and their respective affiliates
that is intended for use only by brokers or agents selling the Contracts (i.e.,
information that is not intended for distribution to Participants) ("broker only
materials") is so used, and neither AVIF, AIM, nor any of their respective
affiliates shall be liable for any losses, damages or expenses relating to the
improper use of such broker only materials.

(e) For the purposes of this Section 4.5, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media, (e.g., on-
line networks such as the Internet or other electronic messages), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, registration statements,
prospectuses, statements of additional information, shareholder reports, and
proxy materials and any other material constituting sales literature or
advertising under the NASD rules, the 1933 Act or the 1940 Act.

4.6 AVIF To Provide Documents; Information About LIFE COMPANY.
---------------------------------------------------------

(a) AVIF will provide to LIFE COMPANY at least one (1) complete copy of
all SEC registration statements, AVIF Prospectuses, reports, any preliminary and
final proxy material, applications for exemptions, requests for no-action
letters, and all amendments to any of the above, that relate to AVIF or the
Shares of a Fund and that is relevant to the business contemplated hereunder,
contemporaneously with the filing of such document with the SEC or other
regulatory authorities.

10
<PAGE>

(b) AVIF will provide to LIFE COMPANY a camera ready copy of all AVIF
prospectuses and printed copies, in an amount specified by LIFE COMPANY, of AVIF
statements of additional information, proxy materials, periodic reports to
shareholders and other materials required by law to be sent to Participants who
have allocated any Contract value to a Fund. AVIF will provide such copies to
LIFE COMPANY in a timely manner so as to enable LIFE COMPANY, as the case may
be, to print and distribute such materials within the time required by law to be
furnished to Participants.

(c) AVIF or AIM will provide to LIFE COMPANY or its designated agent at
least one (1) complete copy of each piece of sales literature or other
promotional material in which LIFE COMPANY, or any of its respective affiliates
is named, or that refers to the Contracts, at least five (5) Business Days prior
to its use or such shorter period as the Parties hereto may, from time to time,
agree upon. No such material shall be disseminated if LIFE COMPANY or its
designated agent objects to such dissemination within five (5) Business Days
after receipt of such material or such shorter period as the Parties hereto may,
from time to time, agree upon. LIFE COMPANY shall receive all such sales
literature until such time as it appoints a designated agent by giving notice to
AVIF in the manner required by Section 9 hereof.

(d) Neither AVIF nor AIM, nor any of their respective affiliates will give
any information or make any representations or statements on behalf of or
concerning LIFE COMPANY, any Account, or the Contracts other than (i) the
information or representations contained in the registration statement,
including each Account Prospectus contained therein, relating to the Contracts,
as such registration statement and Account Prospectus may be amended from time
to time; or (ii) in published reports for the Account or the Contracts that are
in the public domain and approved by LIFE COMPANY for distribution; or (iii) in
sales literature or other promotional material approved by LIFE COMPANY or its
affiliates, except with the express written permission of LIFE COMPANY.

(e) AIM shall adopt and implement procedures reasonably designed to ensure
that information concerning LIFE COMPANY, and its respective affiliates that is
intended for use only by brokers or agents selling the Contracts (i.e.,
information that is not intended for distribution to Participants) ("broker only
materials") is so used, and neither LIFE COMPANY, nor any of its respective
affiliates shall be liable for any losses, damages or expenses relating to the
improper use of such broker only materials.

(f) For purposes of this Section 4.6, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media, (e.g., on-
line networks such as the Internet or other electronic messages), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, registration statements,
prospectuses, statements of additional information, shareholder reports, and

11
<PAGE>

proxy materials and any other material constituting sales literature or
advertising under the NASD rules, the 1933 Act or the 1940 Act.

Section 5. Mixed and Shared Funding
------------------------------------

5.1 General.
-------

The SEC has granted an order to AVIF exempting it from certain provisions
of the 1940 Act and rules thereunder so that AVIF may be available for
investment by certain other entities, including, without limitation, separate
accounts funding variable annuity contracts or variable life insurance
contracts, separate accounts of insurance companies unaffiliated with LIFE
COMPANY, and trustees of qualified pension and retirement plans (collectively,
"Mixed and Shared Funding"). The Parties recognize that the SEC has imposed
terms and conditions for such orders that are substantially identical to many of
the provisions of this Section 5. Sections 5.2 through 5.8 below shall apply
pursuant to such an exemptive order granted to AVIF. AVIF hereby notifies LIFE
COMPANY that, in the event that AVIF implements Mixed and Shared Funding, it may
be appropriate to include in the prospectus pursuant to which a Contract is
offered disclosure regarding the potential risks of Mixed and Shared Funding.

5.2 Disinterested Directors.
-----------------------

AVIF agrees that its Board of Directors shall at all times consist of
directors a majority of whom (the "Disinterested Directors") are not interested
persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the
rules thereunder and as modified by any applicable orders of the SEC, except
that if this condition is not met by reason of the death, disqualification, or
bona fide resignation of any director, then the operation of this condition
shall be suspended (a) for a period of forty-five (45) days if the vacancy or
vacancies may be filled by the Board;(b) for a period of sixty (60) days if a
vote of shareholders is required to fill the vacancy or vacancies; or (c) for
such longer period as the SEC may prescribe by order upon application.

5.3 Monitoring for Material Irreconcilable Conflicts.
------------------------------------------------

AVIF agrees that its Board of Directors will monitor for the existence of
any material irreconcilable conflict between the interests of the Participants
in all separate accounts of life insurance companies utilizing AVIF
("Participating Insurance Companies"), including each Account, and participants
in all qualified retirement and pension plans investing in AVIF ("Participating
Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the
existence of or any potential for any such material irreconcilable conflict of
which it is aware. The concept of a "material irreconcilable conflict" is not
defined by the 1940 Act or the rules thereunder, but the Parties recognize that
such a conflict may arise for a variety of reasons, including, without
limitation:

(a) an action by any state insurance or other regulatory authority;

12
<PAGE>

(b) a change in applicable federal or state insurance, tax or securities
laws or regulations, or a public ruling, private letter ruling, no-action or
interpretative letter, or any similar action by insurance, tax or securities
regulatory authorities;

(d) the manner in which the investments of any Fund are being managed;

(e) a difference in voting instructions given by variable annuity
contract and variable life insurance contract Participants or by Participants of
different Participating Insurance Companies;

(f) a decision by a Participating Insurance Company to disregard the
voting instructions of Participants; or

(g) a decision by a Participating Plan to disregard the voting
instructions of Plan participants.

Consistent with the SEC's requirements in connection with exemptive orders
of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the
Board of Directors in carrying out its responsibilities by providing the Board
of Directors with all information reasonably necessary for the Board of
Directors to consider any issue raised, including information as to a decision
by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY's
responsibilities in connection with the foregoing shall be carried out with a
view only to the interests of Participants.

5.4 Conflict Remedies.
-----------------

(a) It is agreed that if it is determined by a majority of the members of
the Board of Directors or a majority of the Disinterested Directors that a
material irreconcilable conflict exists, LIFE COMPANY will, if it is a
Participating Insurance Company for which a material irreconcilable conflict is
relevant, at its own expense and to the extent reasonably practicable (as
determined by a majority of the Disinterested Directors), take whatever steps
are necessary to remedy or eliminate the material irreconcilable conflict, which
steps may include, but are not limited to:

(i) withdrawing the assets allocable to some or all of the Accounts
from AVIF or any Fund and reinvesting such assets in a different
investment medium, including another Fund of AVIF, or submitting
the question whether such segregation should be implemented to a
vote of all affected Participants and, as appropriate,
segregating the assets of any particular group (e.g., annuity
Participants, life insurance Participants or all Participants)
that votes in favor of such segregation, or offering to the
affected Participants the option of making such a change; and

(ii) establishing a new registered investment company of the type
defined as a "management company" in Section 4(3) of the 1940 Act
or a new separate account that is operated as a management
company.

13
<PAGE>

(b) If the material irreconcilable conflict arises because of LIFE
COMPANY's decision to disregard Participant voting instructions and that
decision represents a minority position or would preclude a majority vote, LIFE
COMPANY may be required, at AVIF's election, to withdraw each Account's
investment in AVIF or any Fund. No charge or penalty will be imposed as a result
of such withdrawal. Any such withdrawal must take place within six (6) months
after AVIF gives notice to LIFE COMPANY that this provision is being
implemented, and until such withdrawal AVIF shall continue to accept and
implement orders by LIFE COMPANY for the purchase and redemption of Shares of
AVIF.

(c) If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to LIFE COMPANY conflicts with
the majority of other state regulators, then LIFE COMPANY will withdraw each
Account's investment in AVIF within six (6) months after AVIF's Board of
Directors informs LIFE COMPANY that it has determined that such decision has
created a material irreconcilable conflict, and until such withdrawal AVIF shall
continue to accept and implement orders by LIFE COMPANY for the purchase and
redemption of Shares of AVIF. No charge or penalty will be imposed as a result
of such withdrawal.

(d) LIFE COMPANY agrees that any remedial action taken by it in resolving
any material irreconcilable conflict will be carried out at its expense and with
a view only to the interests of Participants.

(e) For purposes hereof, a majority of the Disinterested Directors will
determine whether or not any proposed action adequately remedies any material
irreconcilable conflict. In no event, however, will AVIF or any of its
affiliates be required to establish a new funding medium for any Contracts.
LIFE COMPANY will not be required by the terms hereof to establish a new funding
medium for any Contracts if an offer to do so has been declined by vote of a
majority of Participants materially adversely affected by the material
irreconcilable conflict.

5.5 Notice to LIFE COMPANY.
----------------------

AVIF will promptly make known in writing to LIFE COMPANY the Board of
Directors' determination of the existence of a material irreconcilable conflict,
a description of the facts that give rise to such conflict and the implications
of such conflict.

14
<PAGE>

5.6 Information Requested by Board of Directors.
-------------------------------------------

LIFE COMPANY and AVIF (or its investment adviser) will at least annually
submit to the Board of Directors of AVIF such reports, materials or data as the
Board of Directors may reasonably request so that the Board of Directors may
fully carry out the obligations imposed upon it by the provisions hereof or
any exemptive order granted by the SEC to permit Mixed and Shared Funding, and
said reports, materials and data will be submitted at any reasonable time deemed
appropriate by the Board of Directors. All reports received by the Board of
Directors of potential or existing conflicts, and all Board of Directors actions
with regard to determining the existence of a conflict, notifying Participating
Insurance Companies and Participating Plans of a conflict, and determining
whether any proposed action adequately remedies a conflict, will be properly
recorded in the minutes of the Board of Directors or other appropriate records,
and such minutes or other records will be made available to the SEC upon
request.

5.7 Compliance with SEC Rules.
-------------------------

If, at any time during which AVIF is serving as an investment medium for
variable life insurance Contracts, 1940 Act Rules 6e-3(T) or, if applicable, 6e-
2 are amended or Rule 6e-3 is adopted to provide exemptive relief with respect
to Mixed and Shared Funding, AVIF agrees that it will comply with the terms and
conditions thereof and that the terms of this Section 5 shall be deemed modified
if and only to the extent required in order also to comply with the terms and
conditions of such exemptive relief that is afforded by any of said rules that
are applicable.

5.8 Other Requirements.
------------------

AVIF will require that each Participating Insurance Company and
Participating Plan enter into an agreement with AVIF that contains in substance
the same provisions as are set forth in Sections 4.1(b), 4.1(d), 4.3(a), 4.4(b),
4.5(a), 5, and 10 of this Agreement.

Section 6. Termination
-----------------------

6.1 Events of Termination.
---------------------

Subject to Section 6.4 below, this Agreement will terminate as to a Fund:

(a) at the option of any party, with or without cause with respect to the
Fund, upon ninety days' advance written notice to the other parties, or, if
later, upon receipt of any required exemptive relief from the SEC, unless
otherwise agreed to in writing by the parties; or

(b) at the option of AVIF or AIM upon institution of formal proceedings
against LIFE COMPANY or UNDERWRITER by the NASD, the SEC, any state insurance
regulator or any other regulatory body regarding LIFE COMPANY's or UNDERWRITER'S
obligations under this Agreement or related to the sale of the Contracts, the
operation of each Account, or the purchase of Shares, if, in each case, AVIF
reasonably determines that such proceedings, or the facts on which

15
<PAGE>

such proceedings would be based, have a material likelihood of imposing material
adverse consequences on the Fund with respect to which the Agreement is to be
terminated; or

(c) at the option of LIFE COMPANY upon institution of formal proceedings
against AVIF, AIM, or AVIF's investment adviser by the NASD, the SEC, or any
state insurance regulator or any other regulatory body regarding AVIF's or AIM's
obligations under this Agreement or related to the operation or management of
AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably
determines that such proceedings, or the facts on which such proceedings would
be based, have a material likelihood of imposing material adverse consequences
on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to
which the Agreement is to be terminated; or

(d) at the option of any Party in the event that (i) the Fund's Shares are
not registered and, in all material respects, issued and sold in accordance with
any applicable federal or state law, or (ii) such law precludes the use of such
Shares as an underlying investment medium of the Contracts issued or to be
issued by LIFE COMPANY; or

(e) upon termination of the corresponding Subaccount's investment in the
Fund pursuant to Section 5 hereof; or

(f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC
under Subchapter M of the Code or under successor or similar provisions, or if
LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or

(g) at the option of LIFE COMPANY if the Fund fails to comply with Section
817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY
reasonably believes that the Fund may fail to so comply; or

(h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to
qualify as annuity contracts or life insurance contracts under the Code (other
than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M
of the Code) or if interests in an Account under the Contracts are not
registered, where required, and, in all material respects, are not issued or
sold in accordance with any applicable federal or state law; or

(i) upon another Party's material breach of any provision of this
Agreement by a Party not affiliated with the terminating party.

6.2 Notice Requirement for Termination.
----------------------------------

No termination of this Agreement will be effective unless and until the
Party terminating this Agreement gives written notice to the other Parties to
this Agreement of its intent to terminate, and such notice shall set forth the
basis for such termination. Furthermore:

(a) in the event that any termination is based upon the provisions of
Sections 6.1(a), 6.1(b), 6.1(c) or 6.1(e) hereof, such written notice shall be
given at least ninety days in advance of the effective date of termination
unless a shorter time is agreed to by the Parties hereto;

16
<PAGE>

(b) in the event that any termination is based upon the provisions of
Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, such written notice
shall be given as soon as reasonably possible, but in any event within ten days
after the terminating Party learns of the event causing termination to be
required.

6.3 Funds To Remain Available.
-------------------------

Notwithstanding any termination of this Agreement, AVIF will, at the option
of LIFE COMPANY, continue to make available additional shares of the Fund
pursuant to the terms and conditions of this Agreement, for all Contracts in
effect on the effective date of termination of this Agreement (hereinafter
referred to as "Existing Contracts"). Specifically, without limitation, the
owners of the Existing Contracts will be permitted to reallocate investments in
the Fund (as in effect on such date), redeem investments in the Fund and/or
invest in the Fund upon the making of additional purchase payments under the
Existing Contracts. The parties agree that this Section 6.3 will not apply to
any terminations under Section 5 and the effect of such terminations will be
governed by Section 5 of this Agreement. This Section 6.3, however, is
qualified and limited by Sections 6.5 and 7 below.

6.4 Survival of Warranties and Indemnifications.
-------------------------------------------

All warranties and indemnifications will survive the termination of this
Agreement.

6.5 Continuance of Agreement for Certain Purposes.
---------------------------------------------

If any Party terminates this Agreement with respect to any Fund pursuant to
Sections 6.1(b), 6.1(c), 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, this
Agreement shall nevertheless continue in effect as to any Shares of that Fund
that are outstanding as of the date of such termination (the "Initial
Termination Date"). This continuation shall extend to the earlier of the date
as of which an Account owns no Shares of the affected Fund or a date (the "Final
Termination Date") six (6) months following the Initial Termination Date, except
that LIFE COMPANY may, by written notice shorten said six (6) month period in
the case of a termination pursuant to Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or
6.1(i).

Section 7. Parties To Cooperate Respecting Termination
------------------------------------------------------

The Parties hereto agree to cooperate and give reasonable assistance to one
another in taking all necessary and appropriate steps for the purpose of
ensuring that an Account owns no Shares of a Fund after the Final Termination
Date with respect thereto, or, in the case of a termination pursuant to Section
6.1(a), the termination date specified in the notice of termination. Such steps
may include combining the affected Account with another Account, substituting
other mutual fund shares for those of the affected Fund, or otherwise
terminating participation by the Contracts in such Fund.

Section 8. Assignment
----------------------

17
<PAGE>

This Agreement may not be assigned by any Party, except with the written
consent of each other Party.

Section 9. Notices
------------------

Notices and communications required or permitted will be given by means
mutually acceptable to the Parties concerned. Each other notice or
communication required or permitted by this Agreement will be given to the
following persons at the following addresses and facsimile numbers, or such
other persons, addresses or facsimile numbers as the Party receiving such
notices or communications may subsequently direct in writing:

AIM Variable Insurance Funds, Inc.
A I M Distributors, Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046
Facsimile: (713) 993-9185

Attn: Nancy L. Martin, Esq.

John Hancock Mutual Life Insurance Company
John Hancock Variable Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Facsimile No.: 617-572-5775

Attn: Michele G. Van Leer, Senior Vice President, JHMLICO [or
President, JHVLICO]

With a copy to:

Ronald J. Bocage
Vice President & Counsel
John Hancock Mutual Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Facsimile No.: 617-572-9161

Investors Partner Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Facsimile No.: 617-572-0952

18
<PAGE>

Attn: Randi M. Stern, Vice President

With a copy to:

Ronald J. Bocage
Vice President & Counsel
John Hancock Mutual Life Insurance Company
200 Clarendon Street
Boston, Massachusetts 02117
Facsimile No.: 617-572-9161

John Hancock Funds, Inc.
Notices to John Hancock Funds, Inc. will be given by giving notice as
prescribed above to each LIFE COMPANY with whose Contracts the notice
is concerned.

Section 10. Voting Procedures
------------------------------

Subject to the cost allocation procedures set forth in Section 3 hereof,
LIFE COMPANY will distribute all proxy material furnished by AVIF to
Participants to whom pass-through voting privileges are required to be extended
and will solicit voting instructions from Participants. LIFE COMPANY will vote
Shares in accordance with timely instructions received from Participants. LIFE
COMPANY will vote Shares that are (a) not attributable to Participants to whom
pass-through voting privileges are extended, or (b) attributable to
Participants, but for which no timely instructions have been received, in the
same proportion as Shares for which said instructions have been received from
Participants, so long as and to the extent that the SEC continues to interpret
the 1940 Act to require pass through voting privileges for Participants.
Neither LIFE COMPANY nor any of its affiliates will in any way recommend action
in connection with or oppose or interfere with the solicitation of proxies by
AVIF for the Shares held for such Participants. For this purpose, LIFE COMPANY'S
making its own proxy solicitation with respect to the same matter is not
considered to be a recommendation for action in connection with, or opposition
to or interference with, AVIF's solicitation, if LIFE COMPANY does not delay or
otherwise impede or interfere with AVIF's solicitation. LIFE COMPANY reserves
the right to vote shares held in any Account in its own right, to the extent
permitted by law. LIFE COMPANY shall be responsible for assuring that each of
its Accounts holding Shares calculates voting privileges in a manner consistent
with that of other Participating Insurance Companies or in the manner required
by the Mixed and Shared Funding exemptive order obtained by AVIF. AVIF will
notify LIFE COMPANY of any changes of interpretations or amendments to Mixed and
Shared Funding exemptive order it has obtained. AVIF will comply with all
provisions of the 1940 Act requiring voting by shareholders, and in particular,
AVIF either will provide for annual meetings (except insofar as the SEC may
interpret Section 16 of the 1940 Act not to require such meetings) or will
comply with Section 16(c) of the 1940 Act (although AVIF is not one of the
trusts described in Section 16(c) of that Act) as well as with Sections 16(a)
and, if and when applicable, 16(b). Further, AVIF will act in accordance with
the SEC's interpretation of the requirements of Section 16(a) with respect to
periodic elections of directors and with whatever rules the SEC may promulgate
with respect thereto.

19
<PAGE>

Section 11. Foreign Tax Credits
-------------------------------

AVIF agrees to consult in advance with LIFE COMPANY concerning any decision
to elect or not to elect pursuant to Section 853 of the Code to pass through the
benefit of any foreign tax credits to its shareholders.

Section 12. Indemnification
----------------------------

12.1 Of AVIF and AIM by LIFE COMPANY and UNDERWRITER.
-----------------------------------------------

(a) Except to the extent provided in Sections 12.1(b) and 12.1(c), below,
LIFE COMPANY and UNDERWRITER agree to indemnify and hold harmless AVIF, AIM,
their affiliates, and each person, if any, who controls AVIF, AIM, or their
affiliates within the meaning of Section 15 of the 1933 Act and each of their
respective directors and officers, (collectively, the "Indemnified Parties" for
purposes of this Section 12.1) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
LIFE COMPANY and UNDERWRITER) or actions in respect thereof (including, to the
extent reasonable, legal and other expenses), to which the Indemnified Parties
may become subject under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or actions are related to
the sale, holding, or acquisition of AVIF's shares or the Contracts and:

(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any
Account's 1933 Act registration statement, any Account
Prospectus, the Contracts, or sales literature or advertising
for the Contracts (or any amendment or supplement to any of
the foregoing), or arise out of or are based upon the omission
or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading; provided, that this
agreement to indemnify shall not apply as to any Indemnified
Party if such statement or omission or such alleged statement
or omission was made in reliance upon and in conformity with
information furnished to LIFE COMPANY or UNDERWRITER by or on
behalf of AVIF, AIM, or their respective affiliates, for use
in any Account's 1933 Act registration statement, any Account
Prospectus, the Contracts, or sales literature or advertising
or otherwise for use in connection with the sale of Contracts
or Shares (or any amendment or supplement to any of the
foregoing); or

(ii) arise out of or as a result of any other statements or
representations (other than statements or representations
contained in AVIF's 1933 Act registration statement, AVIF
Prospectus, sales literature or advertising of AVIF, or any
amendment or supplement to any of the foregoing, not supplied
for use therein by or on behalf of LIFE COMPANY, UNDERWRITER
or their respective affiliates and on which such persons have
reasonably relied) or the

20
<PAGE>

negligent, illegal or fraudulent conductof LIFE COMPANY,
UNDERWRITER or their respective affiliates or persons under
their control (including, without limitation, their employees
and "persons associated with a member," as that term is
defined in paragraph (ee) of Article I of the NASD's By-Laws),
in connection with the sale or distribution of the Contracts
or Shares; or

(iii) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in AVIF's 1933
Act registration statement, AVIF Prospectus, sales literature
or advertising of AVIF, or any amendment or supplement to any
of the foregoing, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading if
such a statement or omission was made in reliance upon and in
conformity with information furnished to AVIF, AIM or their
affiliates by or on behalf of LIFE COMPANY, UNDERWRITER or
their respective affiliates for use in AVIF's 1933 Act
registration statement, AVIF Prospectus, sales literature or
advertising of AVIF, or any amendment or supplement to any of
the foregoing; or

(iv) arise as a result of any failure by LIFE COMPANY or
UNDERWRITER to perform the obligations, provide the services
and furnish the materials required of them under the terms of
this Agreement, or any material breach of any representation
and/or warranty made by LIFE COMPANY or UNDERWRITER in this
Agreement or arise out of or result from any other material
breach of this Agreement by LIFE COMPANY or UNDERWRITER; or

(v) arise as a result of failure by the Contracts issued by LIFE
COMPANY to qualify as annuity contracts or life insurance
contracts under the Code, otherwise than by reason of any
Fund's failure to comply with Subchapter M or Section 817(h)
of the Code.

(b) Neither LIFE COMPANY nor UNDERWRITER shall be liable under this
Section 12.1 with respect to any losses, claims, damages, liabilities or actions
to which an Indemnified Party would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance by that
Indemnified Party of its duties or by reason of that Indemnified Party's
reckless disregard of obligations or duties (i) under this Agreement, or (ii) to
AVIF or AIM.

(c) Neither LIFE COMPANY nor UNDERWRITER shall be liable under this
Section 12.1 with respect to any action against an Indemnified Party unless AVIF
or AIM shall have notified LIFE COMPANY and UNDERWRITER in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the action shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify LIFE COMPANY and
UNDERWRITER of any such action shall not relieve LIFE COMPANY and UNDERWRITER
from any liability which they may

21
<PAGE>

have to the Indemnified Party against whom such action is brought otherwise than
on account of this Section 12.1. Except as otherwise provided herein, in case
any such action is brought against an Indemnified Party, LIFE COMPANY and
UNDERWRITER shall be entitled to participate, at their own expense, in the
defense of such action and also shall be entitled to assume the defense thereof,
with counsel approved by the Indemnified Party named in the action, which
approval shall not be unreasonably withheld. After notice from LIFE COMPANY or
UNDERWRITER to such Indemnified Party of LIFE COMPANY's or UNDERWRITER's
election to assume the defense thereof, the Indemnified Party will cooperate
fully with LIFE COMPANY and UNDERWRITER and shall bear the fees and expenses of
any additional counsel retained by it, and neither LIFE COMPANY nor UNDERWRITER
will be liable to such Indemnified Party under this Agreement for any legal or
other expenses subsequently incurred by such Indemnified Party independently in
connection with the defense thereof, other than reasonable costs of
investigation.

12.2 Of LIFE COMPANY and UNDERWRITER by AVIF and AIM.
-----------------------------------------------

(a) Except to the extent provided in Sections 12.2(c), 12.2(d) and
12.2(e), below, AVIF and AIM agree to indemnify and hold harmless LIFE COMPANY,
UNDERWRITER, their respective affiliates, and each person, if any, who controls
LIFE COMPANY, UNDERWRITER or their respective affiliates within the meaning of
Section 15 of the 1933 Act and each of their respective directors and officers,
(collectively, the "Indemnified Parties" for purposes of this Section 12.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of each indemnifying party from whom
payment is to be sought under this Section 12.2) or actions in respect thereof
(including, to the extent reasonable, legal and other expenses), to which the
Indemnified Parties may become subject under any statute, regulation, at common
law, or otherwise, insofar as such losses, claims, damages, liabilities or
actions are related to the sale, holding or acquisition of AVIF's shares or the
Contracts and:

(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in AVIF's 1933
Act registration statement, AVIF Prospectus or sales literature
or advertising of AVIF (or any amendment or supplement to any
of the foregoing), or arise out of or are based upon the
omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading; provided, that this
agreement to indemnify shall not apply as to any Indemnified
Party if such statement or omission or such alleged statement
or omission was made in reliance upon and in conformity with
information furnished to AVIF or its affiliates by or on behalf
of LIFE COMPANY, UNDERWRITER or their respective affiliates for
use in AVIF's 1933 Act registration statement, AVIF Prospectus,
or in sales literature or advertising or otherwise for use in
connection with the sale of Contracts or Shares (or any
amendment or supplement to any of the foregoing); or

(ii) arise out of or as a result of any other statements or
representations (other than statements or representations
contained in any Account's 1933 Act registration statement, any
Account Prospectus, sales literature or advertising for the
Contracts, or any amendment or supplement to any of the
foregoing,

22
<PAGE>

not supplied for use therein by or on behalf of AVIF, AIM or
their affiliates and on which such persons have reasonably
relied) or the negligent, illegal or fraudulent conduct of
AVIF, AIM or their affiliates or persons under their control
(including, without limitation, their employees and "persons
associated with a member" as that term is defined in Section
(ee) of Article I of the NASD By-Laws), in connection with the
sale or distribution of AVIF Shares; or

(iii) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any
Account's 1933 Act registration statement, any Account
Prospectus, sales literature or advertising covering the
Contracts, or any amendment or supplement to any of the
foregoing, or the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to
make the statements therein not misleading, if such statement
or omission was made in reliance upon and in conformity with
information furnished to LIFE COMPANY, UNDERWRITER or their
respective affiliates by or on behalf of AVIF or AIM for use in
any Account's 1933 Act registration statement, any Account
Prospectus, sales literature or advertising covering the
Contracts, or any amendment or supplement to any of the
foregoing; or

(iv) arise as a result of any failure by AVIF to perform the
obligations, provide the services and furnish the materials
required of it under the terms of this Agreement, or any
material breach of any representation and/or warranty made by
AVIF in this Agreement or arise out of or result from any other
material breach of this Agreement by AVIF.

(b) Except to the extent provided in Sections 12.2(c), 12.2(d) and 12.2(e)
hereof, AVIF and AIM agree to indemnify and hold harmless the Indemnified
Parties from and against any and all losses, claims, damages, liabilities
(including amounts paid in settlement thereof with, the written consent of AVIF
and/or AIM) or actions in respect thereof (including, to the extent reasonable,
legal and other expenses) to which the Indemnified Parties may become subject
directly or indirectly under any statute, at common law or otherwise, insofar as
such losses, claims, damages, liabilities or actions directly or indirectly
result from or arise out of the failure of any Fund to operate as a regulated
investment company in compliance with (i) Subchapter M of the Code and
regulations thereunder, or (ii) Section 817(h) of the Code and regulations
thereunder, including, without limitation, any income taxes and related
penalties, rescission charges, liability under state law to Participants
asserting liability against LIFE COMPANY pursuant to the Contracts, the costs of
any ruling and closing agreement or other settlement with the IRS, and the cost
of any substitution by LIFE COMPANY of Shares of another investment company or
portfolio for those of any adversely affected Fund as a funding medium for each
Account that LIFE COMPANY reasonably deems necessary or appropriate as a result
of the noncompliance.

(c) Neither AVIF nor AIM shall be liable under this Section 12.2 with
respect to any losses, claims, damages, liabilities or actions to which an
Indemnified Party would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance by that

23
<PAGE>

Indemnified Party of its duties or by reason of such Indemnified Party's
reckless disregard of its obligations and duties (i) under this Agreement, or
(ii) to LIFE COMPANY, UNDERWRITER, each Account or Participants.

(d) Neither AVIF nor AIM shall be liable under this Section 12.2 with
respect to any action against an Indemnified Party unless the Indemnified Party
shall have notified AVIF and/or AIM in writing within a reasonable time after
the summons or other first legal process giving information of the nature of the
action shall have been served upon such Indemnified Party (or after such
Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify AVIF or AIM of any such action shall not relieve
AVIF or AIM from any liability which it may have to the Indemnified Party
against whom such action is brought otherwise than on account of this Section
12.2. Except as otherwise provided herein, in case any such action is brought
against an Indemnified Party, AVIF and/or AIM will be entitled to participate,
at its own expense, in the defense of such action and also shall be entitled to
assume the defense thereof (which shall include, without limitation, the conduct
of any ruling request and closing agreement or other settlement proceeding with
the IRS), with counsel approved by the Indemnified Party named in the action,
which approval shall not be unreasonably withheld. After notice from AVIF
and/or AIM to such Indemnified Party of AVIF's or AIM's election to assume the
defense thereof, the Indemnified Party will cooperate fully with AVIF and AIM
and shall bear the fees and expenses of any additional counsel retained by it,
and AVIF and AIM will not be liable to such Indemnified Party under this
Agreement for any legal or other expenses subsequently incurred by such
Indemnified Party independently in connection with the defense thereof, other
than reasonable costs of investigation.

(e) In no event shall AVIF or AIM be liable under the indemnification
provisions contained in this Agreement to any individual or entity, including,
without limitation, LIFE COMPANY, UNDERWRITER or any other Participating
Insurance Company or any Participant, with respect to any losses, claims,
damages, liabilities or expenses that arise out of or result from (i) a breach
of any representation, warranty, and/or covenant made by LIFE COMPANY or
UNDERWRITER hereunder or by any Participating Insurance Company under an
agreement containing substantially similar representations, warranties and
covenants; (ii) the failure by LIFE COMPANY or any Participating Insurance
Company to maintain its segregated asset account (which invests in any Fund) as
a legally and validly established segregated asset account under applicable
state law and as a duly registered unit investment trust under the provisions of
the 1940 Act (unless exempt therefrom); or (iii) the failure by LIFE COMPANY or
any Participating Insurance Company to maintain its variable annuity or life
insurance contracts (with respect to which any Fund serves as an underlying
funding vehicle) as annuity contracts or life insurance contracts under
applicable provisions of the Code.

12.3 Effect of Notice.
----------------

Any notice given by the indemnifying Party to an Indemnified Party referred
to in Sections 12.1(c) or 12.2(d) above of participation in or control of any
action by the indemnifying Party will in no event be deemed to be an admission
by the indemnifying Party of liability, culpability or responsibility, and the
indemnifying Party will remain free to contest liability with respect to the
claim among the Parties or otherwise.

24
<PAGE>

12.4 Successors.
----------

A successor by law of any Party shall be entitled to the benefits of the
indemnification contained in this Section 12.

Section 13. Applicable Law
---------------------------

This Agreement will be construed and the provisions hereof interpreted
under and in accordance with Maryland law, without regard for that state's
principles of conflict of laws.

Section 14. Execution in Counterparts
--------------------------------------

This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together will constitute one and the same instrument.

Section 15. Severability
-------------------------

If any provision of this Agreement is held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement will not
be affected thereby.

Section 16. Rights Cumulative
------------------------------

The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, that the Parties are entitled to under federal and state
laws.

Section 17. Headings
---------------------

The Table of Contents and headings used in this Agreement are for purposes
of reference only and shall not limit or define the meaning of the provisions of
this Agreement.

Section 18. Confidentiality
----------------------------

AVIF and AIM acknowledge that the identities of the customers of LIFE
COMPANY or any of its affiliates (collectively, the "LIFE COMPANY Protected
Parties" for purposes of this Section 18), information maintained regarding
those customers, and all computer programs and procedures or other information
developed by the LIFE COMPANY Protected Parties or any of their employees or
agents in connection with LIFE COMPANY's performance of its duties under this
Agreement are the valuable property of the LIFE COMPANY Protected Parties. AVIF
and AIM agree that if they come into possession of any list or compilation of
the identities of or other information about the

25
<PAGE>

LIFE COMPANY Protected Parties' customers, or any other information or property
of the LIFE COMPANY Protected Parties, other than such information as may be
independently developed or compiled by AVIF or AIM from information supplied to
them by the LIFE COMPANY Protected Parties' customers who also maintain accounts
directly with AVIF, AVIF will hold such information or property in confidence
and refrain from using, disclosing or distributing any of such information or
other property except: (a) with LIFE COMPANY's prior written consent; or (b) as
required by law or judicial process. LIFE COMPANY and UNDERWRITER acknowledge
that the identities of the customers of AVIF or any of its affiliates
(collectively, the "AVIF Protected Parties" for purposes of this Section 18),
information maintained regarding those customers, and all computer programs and
procedures or other information developed by the AVIF Protected Parties or any
of their employees or agents in connection with AVIF's performance of its duties
under this Agreement are the valuable property of the AVIF Protected Parties.
LIFE COMPANY and UNDERWRITER agree that if they come into possession of any list
or compilation of the identities of or other information about the AVIF
Protected Parties' customers or any other information or property of the AVIF
Protected Parties, other than such information as may be independently developed
or compiled by LIFE COMPANY or UNDERWRITER from information supplied to them by
the AVIF Protected Parties' customers who also maintain accounts directly with
LIFE COMPANY or UNDERWRITER, LIFE COMPANY and UNDERWRITER will hold such
information or property in confidence and refrain from using, disclosing or
distributing any of such information or other property except: (a) with AVIF's
prior written consent; or (b) as required by law or judicial process. Each party
acknowledges that any breach of the agreements in this Section 18 would result
in immediate and irreparable harm to the other parties for which there would be
no adequate remedy at law and agree that in the event of such a breach, the
other parties will be entitled to equitable relief by way of temporary and
permanent injunctions, as well as such other relief as any court of competent
jurisdiction deems appropriate.

Section 19. Trademarks and Names
---------------------------------

(a) Except as may otherwise be provided in a License Agreement among A I M
Management Group, Inc., LIFE COMPANY and UNDERWRITER, neither LIFE COMPANY nor
UNDERWRITER or any of their respective affiliates, shall use any trademark,
trade name, service mark or logo of AVIF, AIM or any of their respective
affiliates, or any variation of any such trademark, trade name, service mark or
logo, without AVIF's or AIM's prior written consent, the granting of which shall
be at AVIF's or AIM's sole option.

(b) Neither AVIF nor AIM, nor any of their affiliates, shall use any
designation comprised in whole or in part of the names or marks "Hancock," "John
Hancock," "Investors Partner," or "IPL" or any other trademark relating to LIFE
COMPANY without the prior written consent of LIFE COMPANY. Upon termination of
this Agreement for any reason, AVIF and AIM shall cease all use of any such name
or mark as soon as reasonably practicable.

Section 20. Parties to Cooperate
---------------------------------

26
<PAGE>

Each party to this Agreement will cooperate with each other party and all
appropriate governmental authorities (including, without limitation, the SEC,
the NASD and state insurance regulators) and will permit each other and such
authorities reasonable access to its books and records (including copies
thereof) in connection with any investigation or inquiry relating to this
Agreement or the transactions contemplated hereby.

Section 21. Amendments
-----------------------

No provision of this Agreement may be amended or modified in any manner
except by a written agreement executed by all parties hereto.

Section 22. Waivers
--------------------

No waiver of, or failure to enforce, any provision of this Agreement by any
party shall result in any a waiver of any other violation of that or any other
provision of this Agreement.

Section 23. LIFE COMPANIES
---------------------------

John Hancock Mutual Life Insurance Company ("JHMLICO"), John Hancock
Variable Life Insurance Company ("JHVLICO") and Investors Partner Life Insurance
Company ("IPL") are hereby made parties to this Agreement in order to permit
their respective Accounts to acquire shares of AVIF on the same terms and
conditions expressed in this Agreement. With respect only to the Accounts and
Contracts of JHMLICO, the words "LIFE COMPANY" wherever used in this Agreement
mean JHMLICO. With respect only to the Accounts and Contracts of JHVLICO, the
words "LIFE COMPANY" wherever used in this Agreement mean JHVLICO. With respect
only to the Accounts and Contracts of IPL, the words "LIFE COMPANY" wherever
used in this Agreement mean IPL.

--------------------------------------

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized officers
signing below.

AIM VARIABLE INSURANCE FUNDS, INC.

Attest: By:
-------------------- -------------------------------
Name: Nancy L. Martin Name: Robert H. Graham
Title Assistant Secretary Title: President

A I M DISTRIBUTORS, INC.

27
<PAGE>

Attest: By:
-------------------- -------------------------------
Name: Nancy L. Martin Name: Michael J. Cemo
Title: Assistant Secretary Title: President

JOHN HANCOCK MUTUAL LIFE INSURANCE
COMPANY, on behalf of itself and its
separate accounts

Attest: By:
-------------------- -------------------------------

Name: Name:
-------------------- -----------------------------

Title: Title:
-------------------- ----------------------------

JOHN HANCOCK VARIABLE LIFE INSURANCE
COMPANY, on behalf of itself and its
separate accounts

Attest: By:
-------------------- -------------------------------

Name: Name:
-------------------- -----------------------------

Title: Title:
-------------------- ----------------------------

INVESTORS PARTNER LIFE INSURANCE
COMPANY, on behalf of itself and its
separate accounts

Attest: By:
-------------------- -------------------------------

Name: Name:
-------------------- -----------------------------

Title: Title:
-------------------- ----------------------------

JOHN HANCOCK FUNDS, INC.

28
<PAGE>

Attest: By:
-------------------- -------------------------------

Name: Name:
-------------------- -----------------------------

Title: Title:
-------------------- ----------------------------

29
<PAGE>

SCHEDULE A

FUNDS AVAILABLE UNDER THE CONTRACTS
- -----------------------------------

AIM VARIABLE INSURANCE FUNDS, INC.

AIM V.I. Value
AIM V.I. Growth

SEPARATE ACCOUNTS UTILIZING THE FUNDS
- -------------------------------------

For John Hancock Mutual Life Insurance Company:

John Hancock Variable Annuity Account H

For John Hancock Variable Life Insurance Company:

John Hancock Variable Annuity Account F

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
- -----------------------------------------

30
<PAGE>

For John Hancock Mutual Life Insurance Company:

Revolution Variable Annuity
Revolution Access Variable Annuity
Revolution Extra Variable Annuity
Revolution Value Variable Annuity

For John Hancock Variable Life Insurance Company:

Revolution Variable Annuity
Revolution Access Variable Annuity
Revolution Extra Variable Annuity
Revolution Value Variable Annuity

31
<PAGE>

SCHEDULE B
EXPENSE ALLOCATIONS

<TABLE>
<CAPTION>
==============================================================================================
Life Company AVIF / AIM
<S> <C>
preparing and filing the Account's preparing and filing the Fund's registration
registration statement statement

text composition for Account prospectuses and text composition for Fund prospectuses and
supplements supplements

text alterations of prospectuses (Account) text alterations of prospectuses (Fund) and
and supplements (Account) supplements (Fund)

printing Account and Fund prospectuses and a camera ready Fund prospectus
supplements

text composition and printing Account SAIs text composition and printing Fund SAIs

mailing and distributing Account SAIs to mailing and distributing Fund SAIs to policy
policy owners upon request by policy owners owners upon request by policy owners

mailing and distributing prospectuses
(Account and Fund) and supplements (Account
and Fund) to policy owners of record as
required by Federal Securities Laws and to
prospective purchasers

text composition (Account), printing, text composition of annual and semi-annual
mailing, and distributing annual and reports (Fund)
semi-annual reports for Account (Fund and
Account as, applicable)

text composition, printing, mailing, text composition, printing, mailing,
distributing, and tabulation of proxy distributing and tabulation of proxy
statements and voting instruction statements and voting instruction
solicitation materials to policy owners with solicitation materials to policy owners with
respect to proxies related to the Account respect to proxies related to the Fund

preparation, printing and distributing sales
material and advertising relating to the
Funds, insofar as such materials relate to
the Contracts and filing such materials with
and obtaining approval from, the SEC, the
NASD, any state insurance regulatory
authority, and any other appropriate
regulatory authority, to the extent required
===============================================================================================
</TABLE>

32
<PAGE>

Schedule C
AIM's Pricing Error Policies

Determination of Materiality
- ----------------------------

In the event that AIM discovers an error in the calculation of the Fund's net
asset value, the following policies will apply:

If the amount of the error is less than $.01 per share, it is considered
immaterial and no adjustments are made.

If the amount of the error is $.01 per share, or more, then the following
thresholds are applied:

a. If the amount of the difference in the erroneous net asset value and
the correct net asset value is less than .5% of the correct net asset
value, AIM will reimburse the affected Fund to the extent of any loss
resulting from the error. No other adjustments shall be made.

b. If the amount of the difference in the erroneous net asset value and
the correct net asset value is .5% of the correct net asset value or
greater, then AIM will determine the impact of the Rorer to the
affected Fund and shall reimburse such Fund (and/or LIFE COMPANY, as
appropriate, such as in the event that the error was not discovered
until after LIFE COMPANY processed transactions using the erroneous
net asset value) to the extent of any loss resulting from the error.
To the extent that an overstatement of net asset value per share is
detected quickly and LIFE COMPANY has not mailed redemption checks to
Participants, LIFE COMPANY and AIM agree to examine the extent of the
error to determine the feasibility of reprocessing such redemption
transaction (for purposes of reimbursing the Fund to the extent of any
such overpayment).

Reprocessing Cost Reimbursement
- -------------------------------

To the extent a reprocessing of Participant transactions is required pursuant to
paragraph (b), above, AIM shall reimburse LIFE COMPANY for LIFE COMPANY's
reprocessing costs in an amount not to exceed $3.00 per contract affected by $10
or more.

The Pricing Policies described herein may be modified by AVIF as approved by its
Board of Directors. AIM agrees to use its best efforts to notify LIFE COMPANY
at least five (5) days prior to any such meeting of the Board of Directors of
AVIF to consider such proposed changes.

<PAGE>

EXHIBIT 10(a)

[JOHN HANCOCK VARIABLE LIE INSURANCE COMPANY LETTERHEAD]

May 1, 2000

SECURITIES & EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: John Hancock Variable Annuity Account JF
(File Nos. 333-81127 and 811-07451)

Commissioners:

This opinion is being furnished with respect to the filing of
Post-Effective Amendment No. 1 under the Securities Act of 1933 (Post-Effective
Amendment No. 8 under the Investment Company Act of 1940) of the Form N-4
Registration Statement of John Hancock Variable Annuity Account JF as required
by Rule 485 under the 1933 Act.

I have acted as counsel to Registrant for the purpose of preparing this
Post-Effective Amendment which is being filed pursuant to paragraph (b) of Rule
485 and hereby represent to the Commission that in my opinion this
Post-Effective Amendment does not contain disclosures which would render it
ineligible to become effective pursuant to paragraph (b).

I hereby consent to the filing of this opinion with and as part of the
Post-Effective Amendment to the Registrant's Registration Statement with the
Commission.

Very truly yours,

/s/ RONALD J. BOCAGE
------------------------------
Ronald J. Bocage
Counsel

<PAGE>

EXHIBIT 10(b)

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Prospectus in Post-Effective Amendment Number 1 to the Registration Statement
(Form N-4, No. 333-81127) of John Hancock Variable Annuity Account JF.

We also consent to the inclusion of our reports dated February 11, 2000 on the
financial statements included in the Annual Report of the John Hancock Variable
Annuity Account JF and dated March 10, 2000 on the financial statements
included in the Annual Report of the John Hancock Variable Life Insurance
Company for the year ended December 31, 1999.

/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP

Boston, Massachusetts
April 26, 2000

<PAGE>

EXHIBIT 10.C

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

John Hancock Variable Annuity and Variable Life Insurance Accounts

POWER OF ATTORNEY

The undersigned member of the board of Directors of John Hancock Variable
Life Insurance Company does hereby constitute and appoint Michele G. Van Leer,
Ronald J. Bocage, Thomas J. Lee, Arnold R. Bergman and Peter Scavongelli, and
each of them individually, with full power of substitution, his or her true and
lawful attorneys and agents to execute, in the name of, and on behalf of, the
undersigned as a member of said Board of Directors, the Registration Statements
under the Securities Act of 1933 and the Investment Company Act of 1940, and
each amendment to the Registration Statements, to be filed for John Hancock
Variable Life Accounts S, U and V and John Hancock Variable Annuity Accounts I
and JF and any other variable annuity or variable life insurance account of John
Hancock Variable Life Insurance Company with the Securities and Exchange
Commission and to take any and all action and to execute in the name of, and on
behalf of, the undersigned as a member of said Board of Directors or otherwise
any and all instruments, including applications for exemptions from such Acts,
which said attorneys and agents deem necessary or advisable to enable any
variable annuity or variable life insurance account of John Hancock Variable
Life Insurance Company to comply with the Securities Act of 1933, as amended,
the Investment Company Act of 1940, as amended, and the rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof; and
the undersigned hereby ratifies and confirms as his or her own act and deed all
that each of said attorneys and agents shall do or cause to have done by virtue
hereof. Each of said attorneys and agents shall have, and may exercise, all of
the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the
date shown.

April 21, 2000 /s/ BRUCE M. JONES
--------------- ---------------------
Date Bruce M. Jones
<PAGE>

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

John Hancock Variable Annuity and Variable Life Insurance Accounts

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on the
date shown.

April 21, 2000 /s/ PAUL STRONG
--------------- ------------------
Date Paul Strong