SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S)240.14a-12
John Hancock Variable Series Trust I
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Name of Registrant as Specified In Its Charter)
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Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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November 30, 1998
JOHN HANCOCK VARIABLE SERIES TRUST I
FOR GLOBAL EQUITY PORTFOLIO SHAREHOLDERS
While we encourage you to read the full text of the enclosed proxy
statement, here is a brief overview of the matters affecting your portfolio.
QUESTIONS AND ANSWERS
QUESTION: WHAT IS HAPPENING?
ANSWER: Zurich Insurance Company ("Zurich"), which is the majority owner of
your investment manager, Scudder Kemper Investments, Inc. ("Scudder Kemper"),
has merged its businesses with the financial services businesses of B.A.T
Industries p.l.c. ("B.A.T"). The merger has created new upstream holding
companies which now indirectly own Zurich. Although this merger will have
virtually no effect on the operations of Scudder Kemper or your portfolio, we
are asking the owners of the Global Equity Portfolio to approve a new
sub-investment management agreement to assure that there is no interruption in
the services Scudder Kemper provides to your portfolio. The following pages
give additional information about the new arrangement and the new sub-investment
management agreement.
QUESTION: WHY AM I BEING ASKED TO VOTE ON THE NEW SUB-INVESTMENT MANAGEMENT
AGREEMENT?
ANSWER: As a result of the Zurich-B.A.T merger, two new upstream holding
companies now indirectly own Zurich. This change in ownership of Zurich may be
deemed to have caused a "change in control" of Scudder Kemper, even though
Scudder Kemper's operations will not change as a result. The Investment Company
Act of 1940, which regulates investment companies such as the John Hancock
Variable Series Trust I, requires that shareholders approve a new investment
management agreement whenever there is a change in control of an investment
manager (even a change in the most technical sense). Accordingly, we are
seeking your approval of the new sub-investment management agreement.
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QUESTION: HOW WILL THE ZURICH-B.A.T MERGER AFFECT ME AND MY PORTFOLIO?
ANSWER: We do not expect the merger to affect you or your portfolio. Your
portfolio's investment objectives will not change as a result of the
transaction. You will still own the same shares in the same portfolio. The new
sub-investment management agreement is substantially identical to the former
sub-investment management agreement, except for the execution date. Similarly,
the other service arrangements with Scudder Kemper will not be affected by the
merger. If shareholders do not approve the new sub-investment management
agreement, the agreement will terminate and the Board of Trustees will take such
action as they deem to be in the best interests of you and your portfolio.
QUESTION: WILL THE INVESTMENT MANAGEMENT FEE INCREASE?
ANSWER: No, the investment management fee paid by your portfolio will remain the
same.
QUESTION: HOW DO THE BOARD OF TRUSTEES RECOMMEND THAT I VOTE?
ANSWER: The Board of Trustees recommends that you vote for the approval of the
new sub-investment management agreement.
QUESTION: WILL MY PORTFOLIO PAY FOR THIS PROXY STATEMENT?
ANSWER: No, Zurich or its affiliates will bear these costs.
QUESTION: WHOM DO I CALL FOR MORE INFORMATION?
ANSWER: Please call the customer service line at 1-800-732-5543.
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JOHN HANCOCK VARIABLE SERIES TRUST I
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF THE GLOBAL EQUITY
PORTFOLIO
A special meeting of shareholders of the Global Equity Portfolio of the
John Hancock Variable Series Trust I (the "Series Trust") will take place at
10:00 A.M., on Friday, December 18, 1998. The meeting will be held at the
offices of John Hancock Variable Life Insurance Company ("JHVLICO"), 197
Clarendon Street, Boston, Massachusetts 02117 (telephone 1-800-732-5543). At the
meeting, the shareholders will consider:
1. A proposal to approve, as to the Global Equity Portfolio, a new
sub-investment management agreement among the Series Trust, John
Hancock Mutual Life Insurance Company ("John Hancock"), and Scudder
Kemper Investments, Inc. ("Scudder Kemper").
2. Any other matters relating to the conduct of the meeting may also
be transacted at the meeting.
An owner of a variable life insurance will be entitled to vote only if
he/she had policy assets invested in the Global Equity Portfolio at the close of
business on November 16, 1998.
Thomas J. Lee
Vice Chairman
Board of Trustees
Boston, Massachusetts
November 30, 1998
PLEASE COMPLETE AND RETURN THE ENCLOSED VOTING INSTRUCTION FORM, EVEN IF YOU
EXPECT TO BE PRESENT AT THE MEETING. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND
THE MEETING
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PROXY STATEMENT
GENERAL
The management of the Series Trust is soliciting voting instructions from
the shareholders of its Global Equity Portfolio for use at the special meeting
on December 18, 1998. The solicitation includes all shares of that portfolio
attributable to owners' interests in John Hancock Variable Life Account S and
John Hancock Mutual Variable Life Insurance Account UV. This proxy statement is
being furnished in connection with the solicitation.
Scudder Kemper or its affiliates has agreed to bear the cost of (1)
printing and mailing this notice, proxy statement, and accompanying voting
instructions form and (2) tabulating the votes. In addition to solicitations by
mail, a number of regular employees of John Hancock may solicit voting
instructions in person or by telephone. Such employees will receive no
compensation for such services. The management of the Series Trust first mailed
solicitation materials to owners on November 16, 1998.
YOU MAY OBTAIN, FREE OF CHARGE, A COPY OF THE SERIES
TRUST'S 1997 ANNUAL REPORT AND A COPY OF ITS CURRENT
PROSPECTUS. REQUESTS FOR THE COPIES SHOULD BE MADE TO
SERIES TRUST AT THE ADDRESS OR THE TOLL-FREE TELEPHONE
NUMBER SHOWN IN THE NOTICE ATTACHED AT THE FRONT OF THIS
PROXY STATEMENT.
VOTING INSTRUCTIONS
Although JHVLICO and John Hancock, through their variable life insurance
accounts, legally own all of the portfolio's shares, JHVLICO and John Hancock
will vote all such shares in accordance with the voting instructions given by
the owners of the variable life insurance policies.
Any authorized voting instructions will be valid for any adjournment of the
special meeting. Only the owner executing the voting instructions can revoke
them. If the management of the Series Trust receives an insufficient number of
votes to approve the proposal, the special meeting may be adjourned to permit
the solicitation of additional votes. Those persons named as proxies in the
voting instructions have the discretion to vote for any such adjournment. The
approval of the proposal depends upon whether a sufficient number of votes are
cast for the proposal. Accordingly, an instruction to abstain from voting on
any proposal has the same practical effect as an instruction to vote against
that proposal.
Any person giving voting instructions may revoke them at any time prior to
exercising them by submitting, to the Series Trust, a superseding voting
instruction
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form or written notice of revocation. In addition, an owner present at the
special meeting my withdraw his/her voting instruction form and vote in person.
Mere attendance at the special meeting will not revoke the voting instructions.
JHVLICO and John Hancock will vote the portfolio shares in accordance with all
properly executed and unrevoked voting instructions received in time for the
special meeting.
In accordance with the voting instructions received from the owners
invested in the Global Equity Portfolio, JHVLICO and John Hancock will vote the
portfolio shares held in the respective variable life accounts. Portfolio shares
which are not attributable to policies or for which no timely voting
instructions are received will be voted by JHVLICO or John Hancock in the same
proportion as the voting instructions which are received from all owners
invested in the Portfolio through that account. Portfolio shares which are not
attributable to policies include shares purchased with contributions made as
"seed money" to the Portfolio by JHVLICO or John Hancock.
Please refer to Appendix A to this proxy statement if you would like
additional information about the number of portfolio shares attributable to
JHVLICO or John Hancock (rather than to owners).
MAJORITY VOTING
For the shareholders to approve the proposal in this proxy statement, the
proposal must receive the favorable vote of a majority of the outstanding shares
of the Portfolio. When used in this proxy statement, "a majority of the
outstanding voting shares" means either:
(1) the affirmative vote of more than 50% of the outstanding shares; or
(2) if less than 50% of the outstanding shares is present or represented
at the special meeting, then 67% or more of those shares actually
present or represented.
PROPOSAL 1: APPROVAL OF NEW SUB-INVESTMENT MANAGEMENT AGREEMENT
At a meeting of the Series Trust's Board of Trustees held on September 16,
1998, the Trustees unanimously approved a proposal by John Hancock to:
(1) reaffirm the appointment of Scudder Kemper to act as sub-investment
manager for the Global Equity Portfolio,
(2) enter into a new sub-investment management agreement for such
Portfolio with Scudder Kemper, and
(3) recommend shareholder approval of such new sub-investment management
agreement.
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BACKGROUND INFORMATION
Scudder Kemper has been the sub-investment manager of the Global Equity
Portfolio since the Portfolio's inception. At its meeting on February 18, 1998,
the Series Trust's Board of Trustees appointed Scudder Kemper as the
sub-investment manager of the Portfolio and authorized the execution of a
sub-investment management agreement by and among the Series Trust, John Hancock,
and Scudder Kemper. The original sub-investment management agreement, dated
April 24, 1998, was approved by majority vote of the Portfolio's shareholders on
May 1, 1998, as required by Section 15(a) of the Investment Company Act of 1940
(the "1940 Act").
Zurich Insurance Company ("Zurich") (a Swiss corporation) owns almost 70%
of Scudder Kemper. Effective September 7, 1998, Zurich merged with the financial
services business of B.A.T Industries p.l.c. (a U.K. Corporation). The plan of
the Zurich-B.A.T merger did not change Zurich's 70% ownership interest in
Scudder Kemper. Nor did the Zurich merger affect the Scudder Kemper's governance
arrangements. The Zurich-B.A.T merger did, however, created two new holding
companies upstream from Zurich: Allied Zurich AG (a U.K. listed holding company)
and Zurich Allied p.l.c. (a Swiss listed holding company). These holding
companies indirectly own 43% and 57% of Zurich, respectively, as shown in the
following diagram:
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[THE FOLLOWING INFORMATION IS REPRESENTED IN A FLOW CHART]
ZURICH-B.A.T MERGER
FORMER B.A.T FORMER ZURICH
SHAREHOLDERS SHAREHOLDERS
-------------------- --------------------
ALLIED ZURICH
ZURICH ALLIED
(UK LISTING (SWISS LISTED
HOLDING HOLDING
COMPANY) COMPANY)
-------------------- --------------------
43% 57%
-------------------------------
ZURICH FINANCIAL SERVICES
(SWISS HOLDING COMPANY)
-------------------------------
-------------------- -------------------- --------------------
ALLIED FARMERS ZURICH
ZURICH GROUP, INC. INSURANCE
HOLDINGS
-------------------- -------------------- --------------------
SUBSIDIARIES SUBSIDIARIES SUBSIDIARIES
-INCLUDING
70% INTEREST
IN SCUDDER
KEMPER
INVESTMENTS
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Because each of these two new holding companies owns more than 25% of
Zurich Insurance Company, each indirectly owns more than 25% of Scudder Kemper.
As a 25% or more beneficial owner of Scudder Kemper, each new holding company
is presumed to be in "control" of Scudder Kemper within the meaning of Section
2(a)(9) of the 1940 Act. Although this presumption may be rebutted by
appropriate evidence to the contrary, it cannot be effectively rebutted unless
and until an appropriate determination is made by the Securities and Exchange
Commission (the "SEC").
Prior to the Zurich merger, attorneys for Scudder Kemper discussed the
proposed merger with the SEC. It was decided that:
(1) the introduction of these two new "control" persons represents a
change in "control" of Scudder Kemper, and
(2) under Section 2(a)(4) of the 1940 Act, this change in "control" is a
de facto assignment by Scudder Kemper of its sub-investment management
role under any sub-investment management agreement.
Because Section 15(a)(4) of the 1940 Act mandates that any investment
management agreement with a registered investment company such as the Series
Trust automatically terminates in the event it is assigned, the Portfolio's
sub-investment management agreement with Scudder Kemper technically ceased to
exist as of September 7, 1998, the effective date of the Zurich merger.
Prior to September 7,1998, Scudder Kemper notified the Series Trust and
John Hancock of the effect of the Zurich merger on their sub-investment
management agreement with Scudder Kemper. John Hancock and the Series Trust
agreed to enter into a new sub-investment management agreement with Scudder
Kemper, to be effective as of the effective date of the Zurich merger. As a
result, the John Hancock and the Series Trust executed a new sub-investment
management agreement with Scudder Kemper, dated as of September 7, 1998, the
terms of which are substantially identical to the terms of the April 24, 1998,
sub-investment management agreement. The new sub-investment management
agreement will not affect (a) the Portfolio's investment policies and
guidelines, (b) the Scudder Kemper personnel responsible for managing the
Portfolio, (c) the contractual duties of Scudder Kemper, or (d) the contractual
fees payable to Scudder Kemper. A copy of the new sub-investment management
agreement is attached as Appendix B to this proxy statement.
EVALUATION BY THE BOARD OF TRUSTEES
In reaffirming the appointment of Scudder Kemper to act as sub-investment
manager for the Global Equity Portfolio and authorizing the execution of a new
sub-investment management agreement, the Board of Trustees reviewed the current
relationship with Scudder Kemper. The Board considered whether Scudder Kemper's
investment management services have been satisfactory and whether any aspect of
that relationship had changed since the Board approved the original
sub-investment
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management agreement at its February 18, 1998, meeting. Specifically, the Board
concluded that
(1) The nature, extent, and quality of the services provided by Scudder
Kemper to date have been satisfactory and as originally contemplated
by the Board;
(2) the nature and scope of the services provided Scudder Kemper have not
changed since the Board's February 18, 1998, meeting;
(3) neither Scudder Kemper nor any affiliate derives any ancillary
benefits from their relationship with the Series Trust;
(4) Scudder Kemper's practices concerning placing or negotiating portfolio
investment transactions are not different from those originally
represented to the Board; and
(5) no other developments have occurred that would make the Portfolio's
relationship with Scudder Kemper less desirable than contemplated
originally contemplated by the Board.
ADDITIONAL INFORMATION
JOHN HANCOCK. John Hancock serves as the investment manager for the Global
Equity Portfolio pursuant to an investment management agreement between the
Series Trust and John Hancock, dated April 14, 1998. That agreement was last
approved by the Owners on May 1, 1998. The terms of the agreement, as currently
in effect, will remain unaffected by this proposal. The current investment
management agreement pertaining to the Portfolio is summarized in Appendix C.
John Hancock, a registered investment adviser under the Investment Advisers
Act of 1940, began providing investment advice to investment companies in 1972
when it organized a management-type separate account that invested primarily in
common stocks. Total assets under management by John Hancock and its
subsidiaries as of September 30, 1998, amounted to over $[__] billion, of which
over $[___] billion was owned by John Hancock. Although John Hancock performs
investment management services for other accounts and advisory clients, none of
these are a registered investment company. John Hancock does provide investment
management services to other portfolios of the Series Trust; however, none of
these other portfolios has an investment objective similar to that of the Global
Equity Portfolio. Additional information about John Hancock is contained in
Appendix D.
SCUDDER KEMPER. Scudder Kemper is one of the largest and most experienced
investment counsel firms in the United States. An indirect subsidiary of
Zurich, it resulted from the 1997 combination of Scudder, Stevens & Clark, Inc.,
and Zurich Kemper Investments, Inc., a Zurich subsidiary. Scudder, Stevens &
Clark, Inc., was established
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in 1919 as a partnership and was restructured as a Delaware corporation in 1985.
It launched its first fund in 1928. Zurich Kemper Investments, Inc., launched
its first fund in 1948. Since December 31, 1997, Scudder Kemper has served as
investment adviser to both Scudder and Kemper funds. As of August 31, 1998,
Scudder Kemper has more than $241.1 billion in assets under management. The
principal source of Scudder Kemper's income is from professional fees received
from providing continuing investment advice. Scudder Kemper provides investment
counsel for many individuals and institutions, including insurance companies
such as John Hancock, endowments, industrial corporations, and financial and
banking organizations. The officers and directors of Scudder Kemper are listed
in Appendix D.
Scudder Kemper manages two other investment companies which have an
investment objective similar to that of the Global Equity Portfolio. On an
annual basis, those investment companies pay the following investment managment
fees:
<TABLE>
<CAPTION>
FEE RATE AS A
PERCENTAGE OF
NAME OF FUND NET ASSETS
------------ ----------
<S> <C>
Scudder Global Fund 1.00% to $500 million
0.95% next $500 million
0.90% next $500 million
0.85% on assets over $1.5 billion
<CAPTION>
NET ASSETS AS
NAME OF FUND OF 6/30/98
------------ ----------
<S> <C>
Scudder Global $1,766,207,742
Fund
</TABLE>
BROKERAGE COMMISSIONS ON PORTFOLIO TRANSACTIONS. To the maximum extent
feasible, Scudder Kemper places orders for portfolio transactions through
Scudder Investor Services, Inc. ("SIS"), Two International Place, Boston,
Massachusetts 02110, which in turn places orders on behalf of the Portfolio with
issuers, underwriters or other brokers and dealers. SIS is a corporation
registered as a broker/dealer and a subsidiary of Scudder Kemper. SIS does not
receive any commissions, fees or other remuneration from the Portfolio for this
service. When it can be done consistently with the policy of obtaining the most
favorable net results, Scudder Kemper may place such orders with broker/dealers
who supply research, market and statistical information to the Portfolio or to
Scudder Kemper.
Scudder Kemper is authorized when placing portfolio transactions for equity
securities to pay a brokerage commission (to the extent applicable) in excess of
that which another broker might charge for executing the same transaction on
account of the receipt
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of research, market or statistical information. In selecting brokers and
dealers with which to place portfolio transactions for the Portfolio, Scudder
Kemper will not consider sales of portfolio shares currently advised by Scudder
Kemper as a decision-making factor, although it may place such transactions with
brokers and dealers that sell shares of funds currently advised by Scudder
Kemper. Allocation of portfolio transactions is supervised by Scudder Kemper.
TRUSTEES' RECOMMENDATION
Approval of the sub-investment management agreement requires the
affirmative vote of a majority of the outstanding voting shares of the
Portfolio.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE OWNERS GIVE VOTING INSTRUCTIONS
TO VOTE FOR APPROVAL OF THE SUB-INVESTMENT MANAGEMENT AGREEMENT AMONG THE SERIES
TRUST, JOHN HANCOCK, AND SCUDDER KEMPER.
If the shareholders do not approve the new sub-investment management
agreement, the agreement will terminate and the Board of Trustees will take such
action as they deem to be in the best interests of the Portfolio and its
shareholders.
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APPENDIX A
RECORD DATE AND VOTING SHARES
As of the close of business on November 16, 1998 (the "record date"), there
were _________ shares outstanding in the Global Equity Portfolio. Each
portfolio share is entitled to one vote, and fractional votes will be counted.
The number of portfolio shares attributable to each Owner of a variable
life insurance policy is determined by dividing, as of the record date, a
policy's cash value (less any outstanding indebtedness) in the Global Equity
Subaccount of the applicable account by the net asset value of one share in the
Portfolio.
As of the close of business on November 16, 1998, JHVLICO and John Hancock
had, in the aggregate, ________shares (__% of the total shares outstanding)
invested in the Portfolio. These portfolio shares represent their contributions
and other amounts in the accounts that are in excess of the amounts attributable
to the policies.
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APPENDIX B
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the 7th day of September, 1998 by and among John
Hancock Variable Series Trust I, a Massachusetts business trust (the "Series"),
Scudder Kemper Investments, Inc., a Delaware corporation ("Advisers"), and John
Hancock Mutual Life Insurance Company, a Massachusetts corporation ("JHMLICO").
WHEREAS, the Series is organized and is engaged in business as an open-end
management investment company and is so registered under the Investment Company
Act of 1940 (the "1940 Act"); and
WHEREAS, JHMLICO and Advisers are each engaged in the business of rendering
investment advice under the Investment Advisers Act of 1940; and
WHEREAS, the Series is authorized to issue shares of capital stock in
separate classes with each such class representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Series offers shares in several classes, one of which is
designated as the Global Equity Portfolio (together with all other classes
established by the Series, collectively referred to as the "Portfolios"), each
of which pursues its investment objectives through separate investment policies;
and
WHEREAS, the Series has retained JHMLICO to render investment management
services to the Series pursuant to an Investment Management Agreement dated as
of April 14, 1998 (the "Investment Management Agreement"), pursuant to which it
may contract with Advisers as a sub-manager as provided for herein;
NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties
hereto as follows:
1. APPOINTMENT OF SUB-MANAGER
(a) Subject Portfolio. Advisers is hereby appointed and Advisers hereby
accepts the appointment to act as investment adviser and manager to the Global
Equity Portfolio (the "Subject Portfolio") for the period and on the terms
herein set forth, for the compensation herein provided.
(b) Additional Subject Portfolios. In the event that the Series and
JHMLICO desire to retain Advisers to render investment advisory services
hereunder for any other Portfolio, they shall so notify Advisers in writing. If
it is willing to render such services, Advisers shall notify the Series in
writing, whereupon such Portfolio shall become a Subject Portfolio hereunder.
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(c) Incumbency Certificates. Advisers shall furnish to JHMLICO,
immediately upon execution of this Agreement, a certificate of a senior officer
of Advisers setting forth (by name and title, and including specimen signatures)
those officers of Advisers who are authorized to make investment decisions for
the Subject Portfolio pursuant to the provisions of this Agreement. Advisers
shall promptly provide supplemental certificates in connection with each
additional Subject Portfolio (if any) and further supplemental certificates, as
needed, to reflect all changes with respect to such authorized officers for any
Subject Portfolio. On behalf of the Series, JHMLICO shall instruct the
custodian for the Subject Portfolio to accept instructions with respect to the
Subject Portfolio from the officers of Advisers so named.
(d) Independent Contractor. Advisers shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or be deemed an agent of
the Series.
(e) Advisers' Representations. Advisers represents, warrants and agrees
(i) that it is registered as an investment adviser under the Investment Advisers
Act of 1940, and that it will remain so registered and will comply with the
requirements of said Act, and the rules and regulations thereunder, at all times
while this Agreement remains in effect, (ii) that it will promptly notify
JHMLICO if the foregoing representation and agreement shall cease to be true (in
any material respect) at any time during the term of this Agreement, (iii) that
it will promptly notify JHMLICO of any material change in the senior management
or ownership of Advisers, or of any change in the identity of the personnel who
manage the Subject Portfolio, (iv) that it has adopted a code of ethics
complying with the requirements of Rule 17j-1 of the Securities and Exchange
Commission (the "SEC") under the 1940 Act and has provided true and complete
copies of such code to the Series and to JHMLICO, and has adopted procedures
designed to prevent violations of such code, and (v) that it has furnished the
Series and JHMLICO each with a copy of Advisers' Form ADV, as most recently
filed with the SEC, and will promptly furnish copies of each future amendment
thereto.
(f) JHMLICO's Representations. JHMLICO represents, warrants and agrees
(i) that it is registered as an investment adviser under the Investment Advisers
Act of 1940, and that it will remain so registered and will comply with the
requirements of said Act, and the rules and regulations thereunder, at all times
while this Agreement remains in effect, (ii) that it will promptly notify
Advisers if the foregoing representation and agreement shall cease to be true
(in any material respect) at any time during the term of this Agreement, (iii)
that it has adopted a code of ethics complying with the requirements of Rule
17j-1 of the Securities and Exchange Commission (the "SEC") under the 1940 Act
and has provided true and complete copies of such code to the Series, and has
adopted procedures designed to prevent violations of such code, and (iv) that as
long as this Agreement remains in effect it will furnish Advisers with a copy of
each future amendment to the Series' Declaration of Trust, Bylaws, prospectus
and statement of additional information, and no such amendment will be effective
as to Advisers until its receipt thereof.
2. PROVISION OF INVESTMENT MANAGEMENT SERVICES.
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Advisers will provide for the Subject Portfolio a continuing and suitable
investment program consistent with the investment policies, objectives and
restrictions of said Portfolio, as established by the Series and JHMLICO. From
time to time, JHMLICO or the Series may provide Advisers with additional or
amended investment policies, guidelines and restrictions. Advisers, as
sub-manager, will manage the investment and reinvestment of the assets in the
Subject Portfolio, and perform the functions set forth below, subject to the
overall supervision, direction, control and review of JHMLICO and the Board of
Trustees of the Series, consistent with the applicable investment policies,
guidelines and restrictions, the provisions of the Series' Declaration of Trust,
Bylaws, prospectus, statement of additional information (each as in effect from
time to time), the 1940 Act and all other applicable laws and regulations
(including any applicable investment restrictions imposed by state insurance
laws and regulations or any directions or instructions delivered to Advisers in
writing by JHMLICO or the Series from time to time). By its signature below,
Advisers acknowledges receipt of a copy of the Series' Declaration of Trust,
Bylaws, prospectus, and statement of additional information, each as in effect
on the date of this Agreement.
Advisers will, at its own expense:
(a) advise the Series in connection with investment policy decisions to be
made by its Board of Trustees or any committee thereof regarding the Subject
Portfolio and, upon reasonable request, furnish the Series with research,
economic and statistical data in connection with said Portfolio's investments
and investment policies;
(b) submit such reports and information as JHMLICO or the Series' Board of
Trustees may reasonably request, to assist the custodian in its determination of
the market value of securities held in the Subject Portfolio;
(c) place orders for purchases and sales of portfolio investments for the
Subject Portfolio;
(d) give instructions to the Subject Portfolio's custodian concerning the
delivery of securities and transfer of cash for the Subject Portfolio;
(e) maintain and preserve the records relating to its activities hereunder
required by the 1940 Act to be maintained and preserved by the Series, to the
extent not maintained by the custodian, transfer agent or JHMLICO;
(f) at the close of business each day, provide JHMLICO and the custodian
with copies of trade tickets for each transaction effected for the Subject
Portfolio, and promptly forward to the custodian copies of all brokerage or
dealer confirmations;
(g) as soon as practicable following the end of each calendar month,
provide JHMLICO with written statements showing all transactions effected for
the Subject Portfolio during the month, a summary listing all investments held
in such Portfolio as of the last day of the month, and such other information as
JHMLICO may reasonably
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request in connection with the accounting services that JHMLICO provides for the
Subject Portfolio; and
(h) absent specific instructions to the contrary provided to it by JHMLICO
and subject to its receipt of all necessary voting materials, vote all proxies
with respect to investments of the Subject Portfolio in accordance with
Advisers' proxy voting policy as most recently provided to JHMLICO.
On its own initiative, Advisers will apprise JHMLICO and the Series of
important political and economic developments materially affecting the
marketplace or the Subject Portfolio, and will furnish JHMLICO and the Series'
Board of Trustees from time to time such information as is appropriate for this
purpose. Advisers will also make its personnel available in Boston or other
reasonable locations as often as quarterly to discuss the Subject Portfolio and
Advisers' management thereof, to educate JHMLICO sales personnel with respect
thereto, and for such other purposes as the Series or JHMLICO may reasonably
request.
The Series and JHMLICO will provide timely information to Advisers
regarding such matters as purchases and redemptions of shares in the Subject
Portfolio and the cash requirements of, and cash available for investment in,
the Portfolio. JHMLICO will timely provide Advisers with copies of monthly
accounting statements for the Subject Portfolio, and such other information
(including, without limitation, reports concerning the classification of
Portfolio securities for purposes of Subchapter M of the Internal Revenue Code
and Treasury Regulations Section 1.817) as may be reasonably necessary or
appropriate in order for Advisers to perform its responsibilities hereunder.
3. ALLOCATION OF EXPENSES.
Each party to this Agreement shall bear the costs and expenses of
performing its obligations hereunder. In this regard, the Series specifically
agrees to assume the expense of:
(a) brokerage commissions for transactions in the portfolio investments of
the Series and similar fees and charges for the acquisition, disposition,
lending or borrowing of such portfolio investments;
(b) custodian fees and expenses;
(c) all taxes, including issuance and transfer taxes, and reserves for
taxes payable by the Series to federal, state or other governmental agencies;
and
(d) interest payable on the Series' borrowings.
Nothing in this Agreement shall alter the allocation of expenses and costs
agreed upon between the Series and JHMLICO in the Investment Management
Agreement or any other agreement to which they are parties.
13
<PAGE>
4. SUB-ADVISORY FEES.
For all of the services rendered with respect to the Subject Portfolio as
herein provided, JHMLICO shall pay to Advisers a fee (for the payment of which
the Series shall have no obligation or liability), based on the Current Net
Assets of the Subject Portfolio, as set forth in Schedule I attached hereto and
made a part hereof. Such fee shall be accrued daily and payable monthly, within
ten (10) days after the last day of each calendar month. In the case of
termination of this Agreement with respect to the Subject Portfolio during any
calendar month, the fee with respect to such Portfolio accrued to but excluding
the date of termination shall be paid promptly following such termination. For
purposes of computing the amount of advisory fee accrued for any day, "Current
Net Assets" shall mean the Subject Portfolio's net assets as of the most recent
preceding day for which the Subject Portfolio's net assets were computed.
5. PORTFOLIO TRANSACTIONS.
In connection with the investment and reinvestment of the assets of the
Subject Portfolio, Advisers is authorized to select the brokers or dealers that
will execute purchase and sale transactions for the Portfolio (including
Advisers' affiliate, Scudder Investor Services, Inc.) and to use its best
efforts to obtain the best available price and most favorable execution with
respect to all such purchases and sales of portfolio securities for said
Portfolio. Advisers shall maintain records adequate to demonstrate compliance
with this requirement. Subject to this primary requirement, and maintaining as
its first consideration the benefits to the Subject Portfolio and its
shareholders, Advisers shall have the right subject to the control of the Board
of Trustees, and to the extent authorized by the Securities Exchange Act of
1934, to follow a policy of selecting brokers who furnish brokerage and research
services to the Subject Portfolio or to Advisers, and who charge a higher
commission rate to the Subject Portfolio than may result when allocating
brokerage solely on the basis of seeking the most favorable price and execution.
Advisers shall determine in good faith that such higher cost was reasonable in
relation to the value of the brokerage and research services provided.
Advisers will not receive any tender offer solicitation fees or similar
payments in connection with the tender of investments of any Portfolio.
6. OWNERSHIP OF INFORMATION, RECORDS, AND CONFIDENTIALITY.
The Series shall own and control all records maintained hereunder by
Advisers on the Series' behalf and, in the event of termination of this
Agreement with respect to any Portfolio for any reason, all records relating to
that Portfolio shall be promptly returned to the Series, free from any claim or
retention of rights by Advisers, provided that (subject to the last paragraph of
this Section 6) Advisers may retain copies of such records. Advisers also
agrees, upon request of the Series, promptly to surrender such books and records
or, at its expense, copies thereof, to the Series or make such books and records
available for audit or inspection by representatives of regulatory authorities
or other persons reasonably designated by the Series. Advisers further agrees
to
14
<PAGE>
maintain, prepare and preserve such books and records in accordance with the
1940 Act and rules thereunder, including but not limited to Rules 31a-1 and
31a-2, and to supply all information in its possession or reasonably available
to it, as may be requested by any insurance regulatory authorities to determine
whether all insurance laws and regulations are being complied with. Advisers
shall supply the Board of Trustees and officers of the Series and JHMLICO with
all statistical information regarding investments which is reasonably required
by them and reasonably available to Advisers.
Advisers shall not disclose or use any records or information obtained
pursuant hereto in any manner whatsoever except as expressly authorized herein,
and will keep confidential any information obtained pursuant hereto, and
disclose such information only if the Series has authorized such disclosure, or
if such disclosure is expressly required by applicable federal or state
regulatory authorities.
It is understood that any information or recommendation supplied by
Advisers in connection with the performance of its obligations hereunder is to
be regarded as confidential and for use only by JHMLICO, the Series, or such
persons JHMLICO may designate in connection with the Subject Portfolio.
7. LIABILITY; STANDARD OF CARE.
No provision of this Agreement shall be deemed to protect Advisers or
JHMLICO against any liability to the Series or its shareholders to which it
might otherwise be subject by reason of any willful misfeasance, bad faith or
negligence in the performance of its duties or the reckless disregard of its
obligations and duties under this Agreement or the Investment Management
Agreement. Nor shall any provision hereof be deemed to protect any trustee or
officer of the Series against any such liability to which he might otherwise be
subject by reason of any willful misfeasance, bad faith or negligence in the
performance his duties or the reckless disregard of his obligations and duties.
Adviser shall employ only qualified personnel to manage the Subject Portfolio;
shall comply with all applicable laws and regulations in the discharge of its
duties under this Agreement; shall (as provided in Section 2 above) comply with
the investment policies, guidelines and restrictions of the Subject Portfolio
and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus
and statement of additional information; shall manage the Subject Portfolio
(subject to the receipt of, and based upon the information contained in,
periodic reports from JHMLICO or the custodian concerning the classification of
Portfolio securities for such purposes) as a regulated investment company in
accordance with subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all
times in the best interests of the Series; and shall use all commercially
reasonable efforts and good faith in the performance of its services hereunder.
However, Advisers shall not be obligated to perform any service not described
in this Agreement, and shall not be deemed by virtue of this Agreement to have
made any representation or warranty that any level of investment performance or
level of investment results will be achieved.
8. DURATION AND TERMINATION OF THIS AGREEMENT.
15
<PAGE>
(a) Duration. This Agreement shall become effective with respect to the
Subject Portfolio on the date hereof and, with respect to any additional Subject
Portfolio, on the date of receipt by the Series of notice from Advisers in
accordance with Paragraph 1(b) hereof that it is willing to serve with respect
to such Portfolio. Unless terminated as herein provided, this Agreement shall
remain in full force and effect for two years from the date hereof with respect
to the initial Subject Portfolio and, with respect to each additional Subject
Portfolio, until two years following the date on which such Portfolio becomes a
Subject Portfolio hereunder, and shall continue in full force and effect
thereafter with respect to each Subject Portfolio so long as such continuance
with respect to any such Portfolio is approved at least annually (a) by either
the Board of Trustees of the Series or by vote of a majority of the outstanding
voting shares of such Portfolio, and (b) in either event by the vote of a
majority of the trustees of the Series who are not parties to this Agreement or
"interested persons" of any such party, cast in person at a meeting called for
the purpose of voting on such approval.
Any approval of this Agreement by the holders of a majority of the
outstanding shares of any Subject Portfolio shall be effective to continue this
Agreement with respect to any such Portfolio notwithstanding (A) that this
Agreement has not been approved by the holders of a majority of the outstanding
shares of any other Portfolio affected hereby, and (B) that this Agreement has
not been approved by the vote of a majority of the outstanding shares of the
Series, unless such approval shall be required by any other applicable law or
otherwise. The terms "assignment," "vote of a majority of the outstanding
shares" and "interested person," when used in this Agreement, shall have the
respective meanings specified in the 1940 Act and rules thereunder.
(b) Termination. This Agreement may be terminated with respect to any
Subject Portfolio at any time, without payment of any penalty, by the Series
pursuant to a vote of the trustees of the Series or a vote of a majority of the
outstanding shares of such Portfolio, which termination shall be effective
immediately upon delivery of notice thereof to Advisers and JHMLICO. This
Agreement may be terminated by Advisers on at least ninety days' prior written
notice to the Series and JHMLICO, and may be terminated by JHMLICO on at least
ninety days' prior written notice to the Series and Advisers.
(c) Automatic Termination. This Agreement shall automatically and
immediately terminate in the event of its assignment (other than as permitted
pursuant to Section 15 below) or if the Investment Management Agreement is
terminated.
9. SERVICES NOT EXCLUSIVE; USE OF ADVISERS' NAME AND LOGO.
The services of Advisers to the Series are not to be deemed exclusive and
it shall be free to render similar services to others so long as its services
hereunder are not impaired thereby. It is specifically understood that
directors, officers and employees of Advisers and of its subsidiaries and
affiliates may continue to engage in providing portfolio management services and
advice to other investment companies, whether or not registered, and other
investment advisory clients.
16
<PAGE>
During the term of this Agreement, JHMLICO and the Series shall have the
non-exclusive and non-transferrable right to use Advisers' name and logo in all
materials relating to the Subject Portfolio, including all prospectuses, proxy
statements, reports to shareholders, sales literature and other written
materials prepared for distribution to shareholders of the Series or the public.
However, prior to distribution of any materials which refer to Advisers,
JHMLICO shall consult with Advisers and shall furnish to Advisers a copy of such
materials. Advisers agrees to cooperate with JHMLICO and to review such
materials promptly. JHMLICO shall not distribute such materials if Advisers
reasonably objects in writing, within five (5) business days of its receipt of
such copy (or such other time as may be mutually agreed), to the manner in which
its name and logo are used.
10. AVOIDANCE OF INCONSISTENT POSITION.
In connection with the purchase and sale of portfolio securities of the
Subject Portfolio, Advisers and its directors, officers and employees will not
act as principal or agent or receive any commission. Nothing in this Agreement,
however, shall preclude the combination of orders for the sale or purchase of
portfolio securities of the Subject Portfolio with those for other registered
investment companies managed by Advisers or its affiliates, if orders are
allocated in a manner deemed equitable by Advisers among the accounts and at a
price approximately averaged.
11. AMENDMENT.
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing. No amendment of this
Agreement shall be effective with respect to any Portfolio until approved
specifically by (a) the Board of Trustees of the Series, or by vote of a
majority of the outstanding shares of that Portfolio, and (b) by vote of a
majority of those trustees of the Series who are not interested persons of any
party to this Agreement cast in person at a meeting called for the purpose of
voting on such approval.
12. LIMITATION OF LIABILITY.
It is expressly agreed that the obligations of the Series hereunder shall
not be binding upon any of the trustees, shareholders, officers, agents or
employees of Series personally, but only bind the trust property of the Series,
as provided in the Series' Declaration of Trust.
13. NOTICES
Notices and other communications required or permitted under this Agreement
shall be in writing, shall be deemed to be effectively delivered when actually
received, and may be delivered by US mail (first class, postage prepaid), by
facsimile transmission, by hand or by commercial overnight delivery service,
addressed as follows:
17
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ADVISERS: Scudder Kemper Investments, Inc.
345 Park Avenue
New York, NY 10154
Attention: Nicholas J. Griparich
Fax #: 212-593-9093
JHMLICO: John Hancock Mutual Life Insurance Company
200 Clarendon Street
P.O. Box 111
Boston, MA 02117
Attention: Lynne E. Martel
Fax #: 617-572-5029
SERIES: John Hancock Variable Series Trust I
101 Huntington Street
4th Floor
Boston, MA 02199
Attention: Raymond F. Skiba
Fax #: 617-375-4835
14. GOVERNING LAW.
This agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act and
rules thereunder.
15. ASSIGNMENT.
This Agreement may not be assigned by any party, either in whole or in
part, without the prior written consent of each other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day first set forth above.
ATTEST: JOHN HANCOCK VARIABLE SERIES TRUST I
/S/LAURA L. MANGAN By: /S/HENRY D. SHAW
Laura L. Mangan Name: Henry D. Shaw
Secretary Title: Chairman
ATTEST: JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
/S/ANTONIETTE RICCI By: /S/ROBERT R. REITANO
Antoniette Ricci Name: Robert R. Reitano
Assistant Secretary Title: Vice President
18
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ATTEST: SCUDDER KEMPER INVESTMENTS, INC.
/S/JOHN D. LAMB By: /S/CORNELIA M. SMALL
John D. Lamb Name: Cornelia M. Small
Vice President Title: Managing Director
19
<PAGE>
SCHEDULE I
FEES
----
CURRENT NET ASSETS UNDER MANAGEMENT SUB-ADVISORY FEE
- ----------------------------------------------------
On the first $50,000,000 70 basis points (0.70%) per annum
On the next $100,000,000 60 basis points (0.60%) per annum
On amounts over $150,000,000 50 basis points (0.50%) per annum
20
<PAGE>
APPENDIX C
SUMMARY OF CURRENT INVESTMENT MANAGEMENT AGREEMENT
(GLOBAL EQUITY PORTFOLIO)
The current investment management agreement between the Series Trust and
John Hancock relating to the Global Equity Portfolio, dated April 14, 1998, is
summarized below.
Pursuant to the investment management agreement, John Hancock advises the
Portfolio in connection with policy decisions; provides administration of
day-to-day operations; provides personnel, office space, equipment and supplies
for the Portfolio; maintains records required by the Investment Company Act of
1940; and supervises activities of the Portfolio's sub-investment manager.
For its investment management and advisory services, John Hancock is paid a
fee by the Portfolio at the following rates, on an annual basis as a percentage
of that Portfolio's average daily net assets: 0.60% of the first $50,000,000;
0.80% of the next $100,000,000; and 0.70% of all additional amounts.
THE INVESTMENT MANAGEMENT AGREEMENT ALSO PROVIDES THAT FOR ANY FISCAL YEAR
IN WHICH THE NORMAL OPERATING COSTS AND EXPENSES OF PORTFOLIO, EXCLUSIVE OF ITS
INVESTMENT ADVISORY FEES, INTEREST, BROKERAGE COMMISSIONS, TAXES AND
EXTRAORDINARY EXPENSES OUTSIDE THE CONTROL OF JOHN HANCOCK, EXCEED 0.25% OF THE
PORTFOLIO'S AVERAGE DAILY NET ASSETS, JOHN HANCOCK WILL REIMBURSE THE PORTFOLIO
PROMPTLY AFTER THE END OF THE FISCAL YEAR IN AN AMOUNT EQUAL TO SUCH EXCESS.
Under the investment management agreement, John Hancock also pays the
compensation of Series Trust officers and employees and the expenses of clerical
services relating to the administration of the Series Trust. The Series Trust
bears all of its expenses not specifically assumed by John Hancock. These
include, but are not limited to, taxes, custodian and auditing fees, brokerage
commissions, advisory fees, the compensation of unaffiliated Trustees, the cost
of the Series Trust's fidelity bond, the cost of printing and distributing to
Owners the Series Trust's annual and semi-annual reports, the cost of printing,
distributing to Owners, and tabulating proxy materials, compensation paid for
certain accounting, valuation and compliance services, legal fees, securities
registration expenses, organizational expenses, association dues and other
expenses related to the Series Trust's operations.
John Hancock also indemnifies each member of the Board of Trustees against
losses by reason of failure (other than through willful misfeasance, bad faith,
gross negligence or reckless disregard of duties) to take any action relating to
the investment or reinvestment of assets in the Series Trust, including failure
to seek or retain investment advice or management in addition to or in place of
that provided by John Hancock or the
21
<PAGE>
sub-investment managers.
Unless modified or terminated, the investment management agreement will
continue with respect to the Portfolio from year to year but only so long as
such continuance is specifically approved at least annually by (a) a majority of
the Board of Trustees who are not interested persons of JHVLICO, John Hancock,
or the Series Fund, cast in person at a meeting called for the purpose of voting
on such approval, and (b) either a vote of the Board of Trustees or a majority
of the outstanding voting shares of the Portfolio. The investment management
agreement also provides that it may, on 60 days' notice, be terminated at any
time without penalty by the Board of Trustees, by majority vote of the
outstanding voting shares of the Portfolio, or by John Hancock. The investment
management agreement automatically terminates in the event of its assignment.
22
<PAGE>
APPENDIX D
JHVLICO AND JOHN HANCOCK AND
SCUDDER KEMPER
JHVLICO AND JOHN HANCOCK
JHVLICO, John Hancock Place, Boston, Massachusetts 02117, is a stock life
insurance company chartered in 1979 under Massachusetts law. It is a
wholly-owned subsidiary of John Hancock, authorized to transact a life insurance
and annuities business in 49 states. JHVLICO began selling variable life
insurance policies in 1980 and its Accounts owned Fund shares representing
41.71% of the total net assets of the Fund on December 31, 1997.
John Hancock, John Hancock Place, Boston, Massachusetts 02117, is a mutual
life insurance company chartered in Massachusetts in 1862 It is authorized to
transact a life insurance and annuity business in all fifty states. John
Hancock began selling variable annuity contracts in 1971 and variable life
insurance policies in 1993. Its Accounts owned Fund shared representing 58.29%
of the total net assets of the Fund on December 31, 1997. John Hancock acts as
"principal underwriter" of the Fund's shares pursuant to an Underwriting and
Administrative Services Agreement, dated January 17, 1986, to which John Hancock
and the Fund are parties. Under the Agreement, John Hancock collects no
additional charges or commissions in connection with its duties as principal
underwriter.
John Hancock is managed by its Board of Directors, the members of which are
elected by its policyholders. All of the Directors must be policyholders of
John Hancock. Two of the Trustees of the Fund, Henry D. Shaw and Thomas J. Lee,
are Senior Vice President and Vice President, respectively, of the Fund. The
business address of all Directors and Executive Officers of John Hancock is John
Hancock Place, Boston, Massachusetts 02117.
The following are the Directors and Chief Executive Officer of John
Hancock:
Directors and Chief Executive Officer of John Hancock
NAME PRINCIPAL OCCUPATION
- ---- --------------------
JOHN F. MAGEE Chairman, Arthur D. Little, Inc. (industrial
research and consulting)
NELSON F. GIFFORD Principal, Fleetwing Capital (financial
services).
23
<PAGE>
NAME PRINCIPAL OCCUPATION
- ---- --------------------
STEPHEN L. BROWN Chairman of the Board and Chief Executive
Officer, John Hancock
WILLIAM L. BOYAN, JR. Vice Chairman of the Board, John Hancock
E. JAMES MORTON Director, formerly Chairman, John Hancock
C. VINCENT VAPPI Former President and Chief Executive Office,
Vappi & Company, Inc. (construction).
DAVID F. D'ALESSANDRO President and Chief Operating Officer, John
Hancock
FOSTER L. ABORN Vice Chairman of the Board, John Hancock
JOAN T. BOK Chairman Emeritus of the Board, New England
Electric System (electric utility)
ROBERT E. FAST Senior Partner, Hale and Dorr (law firm)
JOHN M. CONNORS, JR. Chief Executive Officer and Director, Hill,
Holiday, Connors Cosmopulos (advertising agent)
I. MACALLISTOR BOOTH Retired Chairman of the Board and Chief Executive
Officer, Polaroid Corporation (photographic
products)
SAMUEL W. BODMAN Chairman of the Board and Chief Executive
Officer, Cabot Corporation (chemicals)
LAWRENCE FISH President, Chairman, and Chief Executive Officer,
Citizens Financial Group, Inc. (banking)
KATHLEEN L. FELDSTEIN President, Economic Studies, Inc. (economic
consulting)
RICHARD F. SYRON Chairman and Chief Executive Officer, American
Stock Exchange
MICHAEL C. HAWLEY President & Chief Operating Officer, The Gillette
Company (razors, etc.)
24
<PAGE>
ROBERT J. TARR, JR. Former President, Chief Executive Officer, Chief
Operations Officer, Harcourt General, Inc.
(publishers)
WAYNE A. BUDD Group President, Bell Atlantic - New England
(telecommunications)
SCUDDER KEMPER
Scudder Kemper's Board of Directors and Principal Executive Officer are as
follows:
NAME POSITION AT SCUDDER KEMPER PRINCIPAL OCCUPATION
- ---- -------------------------- --------------------
ROLF HUPPI* Chairman of the Board Officer of Zurich
and Director
EDMOND D. VILANN/#/ President, Chief Managing Director of
Executive Officer Scudder Kemper
and Director
LYNN S. BIRDSONG/#/ Corporate Vice President Managing Director of
and Director Scudder Kemper
CORNELIA M. SMALL/#/ Corporate Vice President Managing Director of
and Director Scudder Kemper
LAURENCE CHENG/*/ Director Senor Partner of Capital Z
Partners
GUNTHER GOSE/*/ Director Chief Financial Officer of
Zurich Financial Services
WILLIAM H.BOLINDER/@/ Director Group Executive Board
Member of Zurich
Financial Services
/*/ Mythenquai 2, Zurich, Switzerland
/#/ 345 Park Avenue, New York, New York
/@/ 1400 American Lane, Schaumburg, Illinois
25
<PAGE>
PLEASE MARK VOTE AS IN THIS
EXAMPLE [X]
_____________________________________
JOHN HANCOCK VARIABLE SERIES TRUST
_____________________________________
GLOBAL EQUITY PORTFOLIO
Please be sure to sign and date this Proxy.
Date:
- -----------------------------------
Shareholder sign here
- -----------------------------------
Co-owner sign here
A Special Meeting of Shareholders of the Global Equity Portfolio will be held at
the office of John Hancock Variable Life Insurance Company, 197 Clarendon
Street, Boston, Massachusetts (telephone 1-800-732-5543), at 10:00 a.m. on
Friday, December 18, 1998 for the following purpose:
1. APPROVAL OF SUB-INVESTMENT MANAGEMENT AGREEMENT
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Mark box at right if an address change or comment has been noted on the reverse
side of this card [ ]
RECORD DATE SHARES:
- --------------------------------------------------------------------------------
DETACH CARD DETACH CARD
BY SIGNING AND DATING THE UPPER PORTION OF THIS FORM, YOU INSTRUCT THE PERSONS
NAMED BELOW TO, AND THEY WILL, VOTE THE PROPOSAL AS MARKED, OR IF NOT MARKED, TO
VOTE "FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER
INCIDENT TO THE CONDUCT OF THE SPECIAL MEETING. IF YOU DO NOT INTEND PERSONALLY
TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DETACH AND MAIL THE UPPER
PORTION OF THIS FORM AT ONCE IN THE ENCLOSED ENVELOPE.
THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE TRUSTEES OF
JOHN HANCOCK VARIABLE SERIES TRUST I
GLOBAL EQUITY PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS - DECEMBER 18, 1998
THOMAS J. LEE AND MICHELE G. VAN LEER, AND EACH OF THEM, WITH POWER OF
SUBSTITUTION IN EACH, ARE HEREBY INSTRUCTED TO VOTE THE SHARES HELD IN THE FUND
PORTFOLIO ATTRIBUTABLE TO THE UNDERSIGNED AT THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 18, 1998, AND AT ANY ADJOURNMENT THEREOF, AS SPECIFIED
BELOW.
