HANCOCK JOHN VARIABLE SERIES TRUST I, DEFS14A, 2000-09-14

HANCOCK JOHN VARIABLE SERIES TRUST I
DEFS14A, 2000-09-14

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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:

[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 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, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

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[_] Check box if any part of the fee is offset as provided by Exchange
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<PAGE>

[LOGO OF JOHN HANCOCK]

September 8, 2000

Dear Shareholder,

WE NEED YOUR VOTE!

The enclosed proxy statement contains information on some important and exciting
changes that are being proposed for one or more of the Funds in the Variable
Series Trust in which you are an investor. As you know, the Variable Series
Trust provides the investment options under your variable life policy or
variable annuity contract.

Also enclosed is a Questions & Answers booklet that explains the changes and the
simple steps you need to take to ensure that your vote is counted.

To get started, turn to the Questions & Answers booklet. Please do it now - it
should only take a few minutes to read it.

Whether you are a large or small investor, your vote is important, and we urge
you to participate in this process. After thorough study, the Board of the
Variable Series Trust determined that the recommended changes are in the best
interest of all shareholders and voted unanimously to recommend these changes
for your Fund(s). Your approval is needed to implement these changes.

Thank you!

/S/ Michele G. Van Leer

Michele G. Van Leer
Chairman, John Hancock Variable Series Trust I

P.S. Please remember to complete, sign and mail your proxy cards in the enclosed
envelope today.
<PAGE>

WE NEED YOUR VOTE

Introduction

The Board of Trustees of John Hancock's Variable Series Trust is UNANIMOUSLY
recommending that shareholders approve a number of important changes for your
Fund(s). These proposals will be voted on at the October 20, 2000 shareholders
meeting, and the Board is now seeking your approval of these changes by proxy
vote. If approved, these changes would become effective on November 1, 2000.

To assist you, the following questions and answers provide a brief overview
of the proposed changes and the simple steps you need to take to participate in
the vote. This overview should be read in conjunction with the complete proxy
statement, which explains all of these matters in more detail.

Questions & Answers

Q. Do I have to read the entire proxy statement?

A. Not necessarily. You only need to read the information on proposals that deal
with the Fund(s) in which you were invested on August 31. To determine which
proposals apply to you, check the enclosed voting cards. There is one card
for each Fund you were invested in.

The table below outlines which proposals apply to which Fund(s). For
example, if you were only invested in the Managed Fund, you only need to focus
on Proposals 1A - 1D. If you were only invested in the Global Bond Fund, you
only need to focus on Proposals 4A - 4B.

FUND PROPOSALS PAGE
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Managed 1A - 1D 3-4
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Growth & Income 2A - 2F 5-7
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Active Bond 3A - 3B 8
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Small Cap Value, Global
Balanced & Global Bond 4A - 4B 9-10
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[GRAPHIC]

VARIABLE SERIES TRUST

Q & A continued on page 2 John Hancock
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[GRAPHIC]

Questions & Answers continued

Q. What are the changes being proposed?

A. There are several proposals for these funds. Generally, these proposals
focus on changes to investment management agreements, investment
strategies, sub-investment managers, management fees and certain investment
restrictions. The following Q & A and Proxy Statement explain the proposals
in more detail.

Q. How do I vote?

A. There are four simple steps.

STEP1: First, REFER TO THE TABLE on the previous page to determine which
proposal(s) apply to your fund(s). Each proposal is color coded to help you
identify the relevant information in this package.

STEP 2: Then, READ THE Q & A sections for your specific fund(s). For
example, for the Managed Fund, read the Q & A's that follow the brown bar.

STEP 3: Next, REVIEW the sections of the PROXY statement that apply to your
fund(s).

STEP 4: Finally, COMPLETE the enclosed VOTING CARD for each of your funds
and return it in the enclosed postage paid envelope. If you have more than
one card, you need to COMPLETE, SIGN and MAIL ALL of them.

Q. Does my vote make a difference?

A. Whether you are a large or small investor, your vote is important, and we
urge you to participate in this process to ensure that John Hancock
represents your wishes when it casts votes at the shareholder meeting. The
Board voted unanimously to recommend these changes for your Fund(s), and
your approval is needed to implement the changes.
<PAGE>

Managed Fund [LOGO OF INDEPENDENT INVESTMENT ASSOCIATES, INC.]
[LOGO OF CAPITAL GUARDIAN TRUST COMPANY]

PROPOSALS 1A - 1C

New Investment Management Agreements

Q. What changes to the investment management agreements are being proposed for
the Managed Fund?

A. The Board unanimously approved, and is recommending that shareholders
approve, the following:
(1) two new Sub-Investment Management Agreements that reflect a"multi-
manager" investment approach and provide for the addition of a second sub-
advisor for the Fund; and
(2) a related amendment to the Investment Management Agreement that would
increase fees the Fund pays to John Hancock for managing the Fund.

Q. What is a multi-manager approach? Why is it recommended for the Managed
Fund?

A. The multi-manager approach combines different investment managers and
strategies with the objective of producing more consistent investment
performance over market cycles. Performance consistency is considered
important for the Managed Fund since its balanced strategy makes it a core
investment option for investors. The Board is recommending the combination
of two sub-advisors - Independence Investment Associates (IIA), the current
sub-advisor, with Capital Guardian, a new sub-advisor - to reduce the
Fund's exposure to the risk of any one manager or strategy being out of
favor in certain market environments.

Q. Why Capital Guardian?

A. Capital Guardian provides:

. a STRONG ORGANIZATION with the experience, significant resources and a
well-defined investment process for the management of domestic balanced
portfolios;

. an EXCELLENT LONG-TERM PERFORMANCE record and competitive sub-investment
advisory fees in managing domestic balanced portfolios; and,

. a PREMIER REPUTATION in the variable products marketplace and the potential
for increased growth in Fund assets with it as the new sub-advisor.

Q. Why the combination of IIA and Capital?

A. IIA and Capital Guardian have distinct and complementary approaches in
managing domestic balanced portfolios. The goal in combining the two
approaches is to produce more consistent investment returns over market
cycles.

Q. Why is a change in the investment management fee recommended?

A. The proposed fee increase reflects the difference between Capital
Guardian's fee schedule and that of the current sub-advisor; the additional
resources for fund administration, investment oversight and technology that
the multi-manager approach requires; and an adjustment to the investment
management fee paid to John Hancock - which has remained the SAME SINCE THE
MID 1980S - to compensate for the significant increase since then in the
complexity and cost of managing and servicing the Fund.

Q. How will the investment management fee be modified?

This means that if a shareholder had on average $10,000 in the Managed
Fund during 1999 and the proposed fee structure had been in place for all
of 1999, then the shareholder would have incurred about $35 in additional
fund expenses.

3
<PAGE>

Managed Fund

PROPOSALS 1A - 1C continued
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New Investment Management Agreements

Q. How will the Fund compare with similar funds in terms of total fund
expenses?

A. The current expense ratio (total fund expenses divided by fund assets) for
the Fund is far below the average expense ratio for comparable funds within
the variable insurance products marketplace having a similar investment
focus. Even after the proposed change, the Fund's expense ratio will STILL
BE BELOW THE AVERAGE expense ratio for comparable funds.

Q. How did the Board reach its conclusion to recommend this proposal?

A. The Board, including the Independent Trustees in consultation with
independent counsel to the Trust, requested and evaluated a variety of
information provided by John Hancock. The Board carefully considered a
number of factors that are highlighted in this Q & A and detailed in the
proxy statement. These factors include the Fund's competitive performance
and the increased complexity and commitment of resources required by John
Hancock in managing and servicing the Fund. After thorough study, the Board
concluded that the new management fee arrangements were FAIR AND REASONABLE
and would provide John Hancock with the necessary financial incentives to
promote the Fund within its variable insurance products.

Q. How will I benefit from all of this?

A. As a shareholder, you will benefit from the multi-manager approach and gain
access to the investment talent and expertise of Capital Guardian, an
investment manager with significant investment resources and a strong
performance record. In addition, the increased fees will enable John
Hancock to continue to dedicate additional personnel and resources to the
Fund, oversee the more complex multi-manager investment approach and
promote the Fund within its variable insurance products.

Q. What is the Board's recommendation regarding the modifications in Proposals
1A - 1C?

A. The Board UNANIMOUSLY recommends that you vote "FOR" Proposals 1A -1C.

PROPOSAL 1D
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Non-diversified Status

Q. Why is "non-diversified" status being recommended for the Managed Fund?

A. As a diversified fund, the Managed Fund is restricted to investing a
maximum of 5% in a single issuer with respect to 75% of the Fund's total
assets. In a multi-manager structure, using two separate and distinct
investment strategies could potentially cause the overall Fund to exceed
those limits. In addition, the markets have evolved such that many
individual issuers represent close to or more than 5% of the overall market
or appropriate market benchmark. Therefore, "non-diversified" status will
provide the necessary flexibility for each sub-advisor to implement its
investment strategy within a multi-manager framework.

Q. Will this increase the risk of investing in this Fund?

A. When it is exercised, non-diversified status presents the risk of higher
issuer concentration. However, the Fund will maintain overall risk control
and diversification through, among other things, diversity of managers,
number of securities, sector exposures and exposure to top 10 holdings.

Q. What is the Board's recommendation regarding the modifications in Proposal
1D?

A. The Board UNANIMOUSLY recommends that you vote "FOR" Proposal 1D.

4
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Growth & Income Fund [LOGO OF INDEPENDENT INVESTMENT ASSOCIATES, INC.]
[LOGO OF PUTNAM INVESTMENTS]

PROPOSALS 2A-2C
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New Investment Management Agreements

Q. What modifications to the investment management agreements are being
proposed for the Growth & Income Fund?

A. The Board unanimously approved, and is recommending that shareholders
approve, the following: (1) two new Sub-Investment Management Agreements
that reflect a "multi-style and multi-manager" investment approach and
provide for the addition of a second sub-advisor for the Fund; and (2) a
related amendment to the Investment Management Agreement that would
increase fees the Fund pays to John Hancock for managing the Fund.

Q. What is a multi-style and multi-manager approach? Why is it recommended for
the Growth & Income Fund?

A. The multi-style and multi-manager approach combines different investment
styles, strategies and managers with the objective of producing more
consistent investment performance over market cycles. Performance
consistency is considered important for the Growth & Income Fund since its
large cap equity strategy makes this a core investment option for
investors. The Board is recommending the combination of two sub-advisors -
IIA, the current sub-advisor, with Putnam Investments, a new sub-advisor -
to reduce the Fund's exposure to the risk of any one manager or strategy
being out of favor in certain market environments.

Q. Why Putnam?

A. Putnam provides:

. a STRONG ORGANIZATION with the experience, significant resources and a
well-defined investment process for the management of growth equity
portfolios;

. an EXCELLENT LONG-TERM PERFORMANCE record and competitive
sub-investment advisory fees in managing growth stock portfolios; and,

. a STELLAR REPUTATION in the variable product marketplace and the
potential for increased growth in Fund assets with it as the new
sub-advisor.

Q. Why the combination of IIA and Putnam?

A. IIA and Putnam have distinct and complementary investment approaches in
managing U.S. equity portfolios. The goal of combining these two managers
is to produce more consistent investment returns over market cycles.

Q. Why is a change in the investment management fee recommended?

A. The proposed fee increase is designed to account for the difference between
Putnam's fee schedule and that of the current sub-advisor; the additional
resources for fund administration, investment oversight and technology that
the multi-manager approach requires; and an adjustment to the investment
management fee paid to John Hancock - which has remained the SAME SINCE
1972 - to compensate for the significant increase since then in the
complexity and cost of managing and servicing the Fund.

Q. How will the investment management fee be modified?

A. The Board is recommending an increase in the annual percentage rates that
are applied to different levels of Fund assets to determine the amount the
Fund pays to John Hancock for investment management. Total fund expenses
include these investment management fees plus other non-advisory fund
expenses (0.03% of assets in 1999).
This means that if a shareholder had on average $10,000 in the Growth
& Income Fund during 1999 and the proposed fee structure had been in place
for all of 1999, then the shareholder would have incurred about $42
in additional fund expenses.

5
<PAGE>

Growth & Income Fund

PROPOSALS 2A-2C continued
--------------------------------------------------------------------------------

New Investment Management Agreements

Q. How will the Fund compare with similar funds in terms of total fund
expenses?

A. The current expense ratio (total expenses divided by fund assets) for the
Fund is far below the average expense ratio for comparable funds within the
variable insurance products marketplace having similar investment focus.
Even after the proposed modification, the Fund's expense ratio will STILL
BE BELOW THE AVERAGE expense ratio for comparable funds.

Q. How did the Board reach its conclusion to recommend this proposal?

Q. How will I benefit from all of this?

A. As a shareholder, you will benefit from the multi-manager approach and gain
access to the investment expertise of Putnam Investments, an investment
manager with significant investment resources and a strong record of
performance. In addition, the increased fees will enable John Hancock to
continue to dedicate additional personnel and resources to the Fund,
oversee a more complex multi-manager investment approach and promote the
Fund within its variable insurance products.

Q. What is the Board's recommendation regarding the modifications in Proposals
2A - 2C?

A. The Board UNANIMOUSLY recommends that you vote "FOR" Proposals 2A - 2C.

PROPOSAL 2D
--------------------------------------------------------------------------------

Non-Diversified Status

Q. Why is "non-diversified" status being recommended for the Growth & Income
Fund?

A. As a diversified fund, the Growth & Income Fund is restricted to investing
a maximum of 5% in a single issuer with respect to 75% of the Fund's total
assets. In a multi-manager structure, using two separate and distinct
investment strategies could potentially cause the overall Fund to exceed
those limits. In addition, the markets have evolved such that many
individual issuers represent close to or more than 5% of the overall market
or appropriate equity market benchmark. Therefore, "non-diversified" status
will provide the necessary flexibility for each sub-advisor to implement
its investment strategy within a multi-manager framework.

Q. Will this increase the risk of investing in this Fund?

A. When it is exercised, non-diversified status presents the potential risk of
higher issuer concentration. However, the Fund will maintain overall risk
control and diversification through, among other things, diversity of
managers, number of securities, sector exposures and exposure to top 10
holdings.

Q. What is the Board's recommendation regarding the modifications in Proposal
2D?

A. The Board UNANIMOUSLY recommends that you vote "FOR" Proposal 2D.

6
<PAGE>

PROPOSAL 2E
--------------------------------------------------------------------------------

Use of Restricted Securities

Q. Why is the Board recommending that the Growth & Income Fund be permitted to
use "restricted" securities?

A. The Board is recommending that the use of "restricted" securities,
including Rule 144A securities, be permitted to bring the Growth & Income
Fund in line with similar practices of other funds in the Trust and in the
industry. "Restricted" securities are securities which are subject to legal
or contractual delays in or restrictions on resale. Rule 144A of the
Securities Act of 1933 describes certain securities that are eligible for
resale to qualified institutional buyers. The growing market in
"restricted" securities has expanded the Fund's investment opportunities
beyond those available to the Fund when its investment restrictions were
first put in place.

Q. Will this action increase the risk of investing in this Fund?

A. Because we expect the Fund to use this flexibility to invest primarily in
liquid 144A securities, the proposed change is not expected to
significantly change the risk profile of the Fund.

Q. What is the Board's recommendation regarding the modifications in Proposal
2E?

A. The Board UNANIMOUSLY recommends that you vote "FOR" Proposal 2E.

PROPOSAL 2F
--------------------------------------------------------------------------------

Use of Financial Futures

Q. Why is the Board recommending that the Growth & Income Fund be permitted to
use financial futures?

A. The Board is recommending that the use of financial futures be permitted to
bring the Growth & Income Fund in line with the practices of other funds in
the Trust and in the industry, where the use of financial futures has
become standard market practice. Currently, most of the other funds in the
Trust are permitted to invest in financial futures. These funds commonly
use financial futures as an efficient way of "equitizing" cash exposure, a
technique by which managers purchase equity index futures (e.g., S&P 500
Index futures) to effectively manage cash flows into and out of a fund and
maintain exposure to the equity market consistent with the Fund's
investment goals and strategies.

Q. Will this increase the risk of investing in this Fund?

A. We expect the Growth & Income Fund to use financial futures to a limited
extent and primarily to equitize cash exposure. Therefore, their use is not
expected to significantly change the Fund's risk profile.

Q. What is the Board's recommendation regarding the modifications in Proposal
2F?

A. The Board of Trustees UNANIMOUSLY recommends that you vote "FOR" Proposal
2F.

7
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Active Bond Fund [LOGO OF JOHN HANCOCK ADVISORS]

PROPOSALS 3A - 3B
--------------------------------------------------------------------------------

New Investment Management Agreement

Q. What modifications to the investment management agreements are being
proposed for the Active Bond Fund?

A. The Board unanimously approved, and is recommending that shareholders
approve, amendments to the Sub-Investment Management Agreement and the
Investment Management Agreement that would increase fees that John Hancock
pays to the sub-investment manager and increase fees that the Trust pays to
John Hancock for management of the Active Bond Fund.

Q. Why is this change being proposed?

A. John Hancock's current fee schedule has remained the SAME SINCE THE EARLY
1970S (1972). Also, the Fund has delivered EXCELLENT LONG-TERM PERFORMANCE
with below average risk under the current sub-advisor (John Hancock
Advisers). The proposed fee reflects a new sub-advisory fee schedule and an
adjustment to the investment management fee paid to John Hancock to
compensate for the significant increase in the complexity and cost of
managing and servicing the Fund since the fees were first established.

Q. How will the investment management fee be modified?

This means that if a shareholder had on average $10,000 in the Active
Bond Fund during 1999 and the modification being proposed had been in place
for all of 1999, then the shareholder would have incurred about $36
in additional fund expenses.

Q. How will the Fund compare with similar funds in terms of total fund
expenses?

A. The current expense ratio (total fund expenses divided by fund assets)
is far below the average expense ratio for comparable funds within the
variable insurance products marketplace having similar investment focus.
Even after the proposed modification, the expense ratio for the Fund WILL
STILL BE BELOW THE AVERAGE expense ratio for comparable funds.

Q. How did the Board reach its conclusion to recommend this proposal?

A. The Board, including the Independent Trustees in consultation with
independent counsel to the Trust, requested and evaluated a variety of
information provided by John Hancock. The Board carefully considered a
number of factors that are highlighted in this Q & A and detailed in the
proxy statement. These factors include the Fund's excellent performance and
the increased complexity and commitment of resources required by John
Hancock in managing and servicing the Fund. After thorough study, the Board
concluded that the new management fee arrangements were fair and reasonable
and would provide John Hancock with the necessary financial incentives to
promote the Fund within its variable insurance products.

Q. How will I benefit from this?

A. As a shareholder, you will benefit from the expertise of the current
sub-advisor and its strong performance track record. In addition, the
increased fees will enable John Hancock to continue to dedicate additional
personnel and resources to the Fund and promote the Fund within its
variable insurance products, thereby increasing the Fund's opportunities
for asset growth.

Q. What is the Board's recommendation regarding the modifications in Proposals
3A - 3B?

A. The Board of Trustees UNANANIMOUSLY recommends that you vote "FOR"
Proposals 3A - 3B.

8
<PAGE>

Small Cap Value, Global Balanced [LOGO OF CAPITAL GUARDIAN TRUST COMPANY]
& Global Bond Funds

PROPOSALS 4A - 4B
--------------------------------------------------------------------------------

New Investment Management Agreements

Q. What modifications to the investment management agreements are being
proposed for the Small Cap Value, Global Balanced and Global Bond Funds?

A. The Board unanimously approved, and is recommending that shareholders
approve, the following:
(1) a new Sub-Investment Management Agreement with Capital Guardian for the
Small Cap Value, Global Balanced and Global Bond Funds reflecting a new
sub-advisor to replace the three existing sub-advisors; and,
(2) a related amendment to the Investment Management Agreement that would
increase fees the Trust pays to John Hancock for managing these Funds.

Q. Why is a new sub-advisor recommended for the Small Value Cap, Global
Balanced and Global Bond Funds?

A. John Hancock's goal is to improve the investment performance of these Funds
and to form a strategic partnership with a leading investment manager in
the variable insurance marketplace.

Q. Why Capital Guardian?

A. Capital Guardian provides:

. a STRONG ORGANIZATION with the experience, significant resources and a
well-defined investment process for the management of small cap
equity, global balanced and global bond strategies;

. an EXCELLENT LONG-TERM PERFORMANCE record and competitive
sub-investment advisory fees in managing small cap equity, global
balanced and global bond portfolios; and,

. a PREMIER REPUTATION in the variable insurance marketplace and the
potential for increased growth in Fund assets with it as the new
sub-advisor.

Q. Why are the changes to the investment management fees recommended?

A. The proposed fee increases reflect the higher fees of the new sub-advisor
and the increasing complexity and costs attributable to John Hancock's
investment management activities on behalf of these Funds. The fee
modification, as proposed, is designed to compensate John Hancock for these
increased costs.

Q. How will the investment management fees be modified?

This means that if a shareholder had on average $10,000 in one of
these Funds during 1999 and the modification being proposed had been in
place for all of 1999, then the shareholder would have incurred about $10
to $20 in additional fund expenses (depending on which Fund the shareholder
was invested in).

Q. How will these Funds compare with similar funds in terms of total fund
expenses?

A. The current expense ratios (total fund expenses divided by fund assets) for
the Small Cap Value, Global Bond and Global Balanced Funds are below the
average expense ratios for comparable funds within the variable insurance
products marketplace having a similar investment focus and asset size.
After the proposed modifications, the expense ratio of the Small Cap Value
Fund will be only slightly above the comparable fund average while the
expense ratios for

9
<PAGE>

Small Cap Value, Global Balanced
& Global Bond Funds

PROPOSALS 4A - 4B continued
--------------------------------------------------------------------------------

New Investment Management Agreements

the Global Balanced and Global Bond Funds will still be below the average
expense ratios of comparable funds.

Q. How did the Board reach its conclusion to recommend this proposal?

A. The Board, including the Independent Trustees in consultation with
independent counsel to the Trust, requested and evaluated a variety of
information provided by John Hancock. The Board carefully considered a
number of factors that are highlighted in this Q & A and detailed in the
proxy statement. These factors include the increased complexity and
commitment of resources required by John Hancock in managing and servicing
these Funds. After thorough study, the Board concluded that the new
management fee arrangements were FAIR AND REASONABLE and would provide John
Hancock with the necessary financial incentives to promote the Funds within
its variable insurance products.

Q. How will I benefit from all this?

A. As a shareholder, you will gain access to the investment talent and
expertise of Capital Guardian, an investment manager with significant
investment resources and a strong performance record. In addition, the
increased fees will enable John Hancock to continue to dedicate additional
personnel and resources to the Funds and promote the Funds within its
variable insurance products, thereby increasing opportunities for asset
growth.

Q. What is the Board's recommendation regarding the modifications in Proposals
4A - 4B?

A. The Board UNANIMOUSLY recommends that you vote "FOR" Proposals 4A - 4B.

10
<PAGE>

We Need Your Vote!

Because each Fund must vote separately, you are being sent a proxy card for each
Fund in which you were invested on August 31. If you own more than one variable
contract, you will receive separate proxy materials for each contract.

Please vote on all of the proposals shown on each proxy card you receive. A
"FOR" vote means that you approve a proposal. An "AGAINST" vote means that you
disapprove. You may also choose to abstain, but a vote to abstain has the same
practical effect as a vote against the proposal.

YOUR VOTE IS IMPORTANT.

To cast your vote(s):

. Complete your proxy card(s) by using blue or black ink to mark an X in one
of the three boxes next to each proposal.

. Sign and date your proxy card(s). If you are signing for a corporation,
trust or estate, please indicate your title or position.

. Mail your proxy card(s) in the enclosed envelope today.

The Board of Trustees of the John Hancock Variable Series Trust I unanimously
recommends that shareholders approve the proposed changes for your Fund(s).

[SAMPLE OF PROXY CARD]

11
<PAGE>

VARIABLE SERIES TRUST

John Hancock

John Hancock Place
Boston, MA 02117
<PAGE>

IMPORTANT SPECIAL NOTICE!
-------------------------------------
-------------------------------------

Proposal 2C and Proposal 3B in the enclosed proxy materials would raise the
investment advisory fees for the Growth & Income Fund and the Active Bond
Fund, respectively, if approved by the shareholders. However, our records
indicate that you, or someone in your household, purchased a John Hancock
variable life insurance policy that includes a special overall expense
limitation. THAT SPECIAL LIMITATION PROTECTS THE POLICY FROM THE EFFECTS OF
SUCH INVESTMENT ADVISORY FEE INCREASES. Such policies were issued sometime
prior to 1987 and are hereafter referred to as "restricted policies". If
Proposals 2C and 3B are approved by shareholders, we will make special
adjustments so that your restricted policy (and its policy values) will be the
same as if the fee increases had never taken place. No other policies will
receive those adjustments.

Proposals 2C and 3B will be voted on by owners of ALL variable life
insurance policies and variable annuity contracts that are participating in
the Growth & Income Fund and/or Active Bond Fund, whether or not the policy or
contract provides the same kind of protection that is afforded under your
restricted policy.

Therefore, as the owner of a restricted policy, YOU HAVE A PARTICULAR
INTEREST IN VOTING FOR PROPOSAL 2C AND PROPOSAL 3B because you will receive
the benefits of the Proposals while being protected from the effects of the
increases in fees.
<PAGE>

JOHN HANCOCK VARIABLE SERIES TRUST I

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

A Special Meeting of Shareholders of the John Hancock Variable Series
Trust I (the "Trust") will be held at the offices of John Hancock Life
Insurance Company ("John Hancock"), 197 Clarendon Street, Boston
Massachusetts (telephone 1-800-732-5543), at 11:00 A.M., on Friday, October
20, 2000, to consider and vote upon the following matters:

1 Proposals to approve, as to the Managed Fund, a multi-manager approach
that entails:
A. a new Sub-Investment Management Agreement among the Trust, John
Hancock, and Capital Guardian Trust Company ("Capital Guardian")
B. a new Sub-Investment Management Agreement among the Trust, John
Hancock, and Independence Investment Associates, Inc. ("IIA"); and
C. an amendment to the April 12, 1988 Investment Management Agreement
between the Trust and John Hancock, reflecting an increase in the
Investment Advisory Fee.

1D. A proposal to change the Managed Fund's classification from
"diversified" to "non-diversified".

2 Proposals to approve, as to the Growth & Income Fund, a multi-manager
approach that entails:
A. a new Sub-Investment Management Agreement among the Trust, John
Hancock, and Putnam Investment Management, Inc.;
B. a new Sub-Investment Management Agreement among the Trust, John
Hancock, and Independence Investment Associates, Inc. ("IIA"); and
C. an amendment to the April 12, 1988 Investment Management Agreement
between the Trust and John Hancock, reflecting an increase in the
Investment Advisory Fee.

2D. A proposal to change the Growth & Income Fund's classification from
"diversified" to "non-diversified".

2E. A proposal to modify the fundamental restrictions applicable to the
Growth & Income Fund to permit it to invest in securities that are
subject to legal restrictions on resale.

2F. A proposal to modify the fundamental restrictions applicable to the
Growth & Income Fund to permit it to invest in financial futures.

3 Proposals to approve, as to the Active Bond Fund:
A. an amendment to the May 1, 1995 Sub-Investment Management Agreement
among the Trust, John Hancock and John Hancock Advisers, Inc.,
reflecting an increase in the Sub-Investment Advisory Fee; and
B. an amendment to the April 12, 1988 Investment Management Agreement
between the Trust and John Hancock, reflecting an increase in the
Investment Advisory Fee.

4 Proposals to approve, as to the Small Cap Value Fund, Global Balanced
Fund (formerly the International Balanced Fund) and Global Bond Fund:
A. a new Sub-Investment Management Agreement among the Trust, John
Hancock and Capital Guardian; and
B. an amendment to the March 14, 1996 Investment Management Agreement
between the Trust and John Hancock, reflecting an increase in the
Investment Advisory Fee.

In addition, any other business as may properly come before the meeting or
any adjournment thereof, may be transacted at this Special Meeting.
<PAGE>

An owner of a variable life insurance policy or a variable annuity contract
("Shareholder") will be entitled to give voting instructions only if he/she
was the Shareholder of record as of the close of business on August 31, 2000.
John Hancock is soliciting votes from Shareholders invested in the following
Funds with respect to the matters affecting those Funds:

<TABLE>
<CAPTION>
Fund Proposal
---- -------------------------------------------------------
1A 1B 1C 1D 2A 2B 2C 2D 2E 2F 3A 3B 4A 4B
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Managed................. X X X X
Growth & Income......... X X X X X X
Active Bond............. X X
Small Cap Value......... X X
Global Balanced......... X X
Global Bond............. X X
</TABLE>

MICHELE G. VAN LEER
Chairman, Board of Trustees

Boston, Massachusetts
September 11, 2000

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED FORM OF VOTING INSTRUCTIONS. THERE WILL BE MAILED TO YOU
A VOTING INSTRUCTION FORM FOR EACH FUND YOU ARE USING. PLEASE COMPLETE AND
----
RETURN ALL FORMS. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.
---

2
<PAGE>

PROXY STATEMENT

GENERAL

This statement is furnished in connection with the solicitation of voting
instructions by the management of John Hancock Variable Series Trust I (the
"Trust") for use at the Special Meeting of its Shareholders (the "Meeting"),
to be held at the offices of John Hancock Life Insurance Company ("John
Hancock"), 197 Clarendon Street, Boston, Massachusetts 02117, on Friday,
October 20, 2000 at 11:00 A.M. Boston time. This solicitation is being made of
all shares of several series (the "Funds") of the Trust which are attributable
to the Shareholders' interests in John Hancock Variable Life Accounts U, V,
and S; John Hancock Variable Annuity Accounts U, V, JF, H and I; Separate
Account IPL-1 of Investors Partner Life Insurance Company ("IPL"); and John
Hancock Mutual Variable Life Insurance Account UV (collectively, the
"Accounts"). The cost of printing and mailing this notice and statement and
the accompanying voting instructions form will be borne by the Funds. All
other expenses will be borne by John Hancock. 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 not be compensated
for such services. Solicitation materials were first made available to
Shareholders on or about September 13, 2000.

Only the Funds indicated in the chart on the attached notice will vote on
each proposal listed in that chart. Where the chart shows more than one Fund
as voting on a particular proposal, approval by any Fund will be effective as
to that Fund, even if one or more other Funds fail to approve the proposal.

THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR 1999
AND WHEN AVAILABLE A COPY OF ITS MOST RECENT SEMI-ANNUAL REPORT FOR 2000 TO
ANY SHAREHOLDER UPON REQUEST. SUCH REQUEST MAY BE MADE BY MAIL OR BY
TELEPHONE, USING THE ADDRESS OR TOLL-FREE TELEPHONE NUMBER SHOWN ON THE COVER
OF THIS PROXY STATEMENT.

VOTING INSTRUCTIONS

Although John Hancock and its subsidiaries, IPL and John Hancock Variable
Life Insurance Company ("JHVLICO"), through the Accounts, legally own all of
the Trust's shares, they will vote all of such shares in accordance with
instructions given by owners of variable life insurance policies and variable
annuity contracts, as discussed below. For this purpose, the owner of a
variable annuity contract during the period after annuity payments have
commenced is the annuitant.

Any authorized voting instructions will also be valid for any adjournment of
the meeting and will be revocable only at the direction of the Shareholder
executing them. If an insufficient number of affirmative votes are obtained to
approve any item, the meeting may be adjourned to permit the solicitation of
additional votes. Shares will be voted for any such adjournment in the
discretion of those persons named in the voting instructions. Whether a
proposal is approved 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
their exercise by submitting a superseding voting instruction form or a notice
of revocation to the Trust. In addition, although mere attendance at the
meeting will not revoke voting instructions, a Shareholder present at the
meeting may withdraw his/her voting instruction form and vote in person. John
Hancock, JHVLICO and IPL will vote Trust shares in accordance with all
properly executed and unrevoked voting instructions received in time for the
meeting.

John Hancock, JHVLICO and IPL will vote the Trust shares of each Fund held
in their respective Accounts which are attributable to the policies and
contracts in accordance with the voting instructions received from the
Shareholders participating in that Fund. An Account's shares in any Fund which
are not attributable to policies

1
<PAGE>

or contracts or for which no timely voting instructions are received will be
represented and voted by John Hancock, JHVLICO or IPL in the same proportion
as the voting instructions which are received from all Shareholders
participating in the Fund through that Account. Fund shares which are not
attributable to policies and contracts include shares purchased with
contributions made as "seed money" to the Portfolios, by John Hancock or
JHVLICO.

Please refer to Appendix A to this statement if you wish additional
information about the number of shares of each Fund that are outstanding or
that are attributable to John Hancock or JHVLICO (rather than to
Shareholders).

MAJORITY VOTING

In order for the shareholders of any Fund to approve any of the proposals in
this statement, the proposal must receive the favorable vote of a majority of
the outstanding shares of that Fund. When used in this information statement,
a "majority vote of the outstanding voting shares" means the affirmative vote
of more than 50% of the outstanding shares or, if it is less, 67% or more of
the shares present or represented at the meeting.

PROPOSALS 1A, 1B and 1C--MANAGED FUND

APPROVAL OF NEW SUB-INVESTMENT MANAGEMENT AGREEMENTS
AND AN AMENDMENT TO THE CURRENT INVESTMENT MANAGEMENT AGREEMENT
FOR THE MANAGED FUND

At its July 14, 2000 meeting, the Board of Trustees unanimously approved,
and voted to recommend that Shareholders approve, two new "multi-manager" Sub-
Investment Management Agreements and a related amendment to the Investment
Management Agreement that would increase fees payable by the Trust to John
Hancock for management of the Managed Fund. Shareholders will need to approve
all three Proposals to implement the change to a multi-manager approach.

REASONS FOR THESE PROPOSALS

The multi-manager Sub-Investment Management Agreements, and a related
amendment to the Investment Management Agreement for the Managed Fund, are
being submitted for shareholder approval at the Meeting. All three agreements
must be approved by Shareholders before any of them can go into effect.

THE SUB-INVESTMENT MANAGEMENT AGREEMENTS

Currently, John Hancock contracts with IIA to make investment decisions,
place investment orders, and provide certain record keeping functions for all
invested assets of the Managed Fund. That agreement was last approved by
Shareholders on February 12, 1986. John Hancock paid $8,091,950.74 to IIA
during 1999 for its services to the Managed Fund.

In providing investment advisory services to the Trust, John Hancock has
observed the following with respect to certain funds of the Trust, in
particular the Managed Fund:

. Investment managers often have very unique approaches and expertise in
managing investments within the same asset class or investment category.

. Different investment strategies and managers produce different
investment results in different market environments--with no single
approach consistently outperforming others over extended periods.

. Even strong managers with sound and disciplined approaches and
strategies will move out of favor in certain market environments.

These observations have led John Hancock to seek to implement a multi-
manager approach for the Managed Fund by selecting two sub-investment managers
that employ distinct investment strategies in the management of domestic
balanced portfolios. The desired objective is to produce more consistent
investment returns over market cycles. By combining different and
complementary investment strategies, the multi-manager approach seeks to
reduce the Managed Fund's exposure to the risk of any one manager or strategy
being out of favor in certain market environments. Performance consistency is
important for the Managed Fund since its broad-based balanced strategy makes
this a core investment option for investors.

IIA, the current sub-investment manager to the Managed Fund, seeks to add
value primarily by focusing its strategy on individual stock and bond
selection. IIA's investment approach for the Managed Fund:

. has a normal target mix of 60% stocks and 40% bonds;

. selects stocks and bonds using a combination of proprietary equity
research and quantitative tools;

. focuses on large cap stocks that are undervalued relative to the stock's
history and have improving earnings growth prospects;

. invests broadly across fixed income sectors and selects bonds believed
to be attractively priced and offer cheap, predictable cash flows;

3
<PAGE>

. uses a team approach in making investment decisions, with the lead
portfolio managers responsible for implementation of the team's
investment strategy; and,

. employs risk control techniques to maintain risk and industry
characteristics similar to the overall market.

IIA's investment approach has resulted in overall average risk and returns
relative to comparable domestic balanced funds, with periods of
underperformance in volatile and momentum-driven market environments. These
market environments proved challenging for most investment managers with a
quantitative approach that is sensitive to valuation characteristics. As a
result, John Hancock decided to select an additional sub-investment manager
that would implement a complementary and distinct investment approach in the
management of domestic balanced portfolios.

Among the factors that John Hancock and the Board of Trustees considered in
selecting an additional sub-investment manager were the following:

. Strong organization with experience and significant resources
(investment and operations personnel) dedicated to the development and
management of domestic balanced portfolios.

. Disciplined and well-defined investment process for investing in stocks
and bonds.

. Strong long-term performance record in managing domestic balanced
portfolios.

. Sub-investment advisory fee that is competitive relative to other
domestic balanced portfolios.

. The degree to which the investment manager's historical and expected
investment returns are correlated with those of IIA.

. The sub-investment manager's reputation and presence in the variable
products marketplace and the sub-investment manager's potential for
increasing the growth in Fund assets.

After evaluating potential sub-investment managers based on these criteria,
John Hancock recommended to the Board of Trustees, and the Board unanimously
approved, that Capital Guardian be retained as a complementary manager for the
Managed Fund.

Capital Guardian seeks to add value by focusing its strategy on individual
stock and bond selection. Capital Guardian's investment approach:

. would have a normal target of 70% stocks and 30% bonds;

. selects stocks and bonds using a fundamental, bottom-up, research driven
approach;

. focuses on large and mid cap stocks that have attractive valuations
relative to long-term growth prospects and asset-rich companies with
strong balance sheets;

. invests broadly across undervalued fixed income sectors and securities;

. employs a multiple-manager approach by which each portfolio manager and
the research analysts as a group each manage a separate portion of the
portfolio to capture the highest conviction ideas of the investment
team; and,

. achieves risk control and diversification through the diversity of
independent ideas of each portfolio manager and research analyst.

The multi-manager approach for the Managed Fund--combining the investment
expertise of both IIA and Capital Guardian--seeks to provide investors with
diversification of investment strategies and the potential for more consistent
investment returns over market cycles.

On or about November 1, 2000, the then-existing assets of the Fund will be
allocated between IIA and Capital Guardian. Capital Guardian will receive $500
million and IIA will receive the remainder. Based upon total Fund assets as of
June 30, 2000, this would result in an allocation of approximately 85% to IIA
and 15% to Capital Guardian. After November 1, 2000, investments in the Fund
will be allocated equally between the two

4
<PAGE>

sub-advisors while redemptions will be allocated on asset-weighted basis. Such
allocation methodology could be changed in the future, but there is no present
intention of doing so.

The sub-investment advisory fee to be charged by Capital Guardian under its
new Sub-Investment Management Agreement is higher than that charged by IIA and
recognizes, among other things, the greater degree of resources and analysis
required of Capital Guardian in implementing a more fundamental, research-
driven approach. Whereas John Hancock will pay IIA a sub-investment advisory
fee at an annual rate of 0.30% on the first $500 million of assets managed by
IIA, 0.2625% on the next $500 million managed by IIA and 0.2250% on any
additional amounts managed by IIA, John Hancock will pay Capital Guardian
0.50% for the first $150 million managed by Capital Guardian, 0.45% for the
next $150 million managed by Capital Guardian, 0.30% for the next $200 million
managed by Capital Guardian, and 0.25% for any additional amounts managed by
Capital Guardian. The sub-investment advisory fee for IIA will remain at the
rate in effect prior to November 1, 2000.

The proposed forms of the "multi-manager" Sub-Investment Management
Agreements are included as Appendix B-1 to this statement. The agreements with
IIA and Capital Guardian are substantially similar except with respect to the
rate of sub-advisory fees. The new agreement with IIA is also substantially
similar to the current IIA agreement, except with respect to provisions on the
term of the agreement and the assets to be managed by IIA. As stated in the
agreements, John Hancock will pay all sub-advisory fees to the sub-investment
managers. Therefore, any increase in the sub-advisory fees need not
necessarily result in any additional charge to the Trust or to Shareholders.
However, in this case the higher fees payable to Capital Guardian will be
reflected in the proposed increase to the investment advisory fee to be paid
by the Trust to John Hancock.

THE CURRENT INVESTMENT MANAGEMENT AGREEMENT AND PROPOSED AMENDMENT

Pursuant to its Investment Management Agreement with the Trust dated April
12, 1988, John Hancock advises the Trust in connection with policy decisions
of the Managed Fund; provides administration of day-to-day operations;
provides personnel, office space, equipment and supplies for the Fund;
maintains records required by the Investment Company Act of 1940; supervises
activities of the sub-investment managers referred to above; and supervises
the activities of the other providers of services to the Fund. That agreement
was last approved by the Shareholders on April 23, 1999.

For any fiscal year in which the normal operating costs and expenses of the
Managed Fund, exclusive of the investment advisory fees, interest, brokerage,
commissions, taxes and extraordinary expenses outside the control of John
Hancock exceed 0.10% of that Fund's average daily net assets, the current
Investment Management Agreement provides that John Hancock will reimburse that
Fund promptly after the end of the fiscal year in an amount equal to such
excess. There was no reimbursement payable to the Managed Fund for the period
ended December 31, 1999.

Under the current Investment Management Agreement, John Hancock is paid a
fee at the annual rate of 0.40% for the first $500 million of the Managed
Fund's average daily net assets; 0.35% for the next $500 million and 0.30% for
any additional amounts.

After evaluating the fees to be charged to the Managed Fund for a multi-
manager approach, taking into account the cost of services to be rendered by
John Hancock and fees charged by the sub-investment managers, John Hancock
recommended to the Board of Trustees at its July 14, 2000 meeting that the
current Investment Management Agreement be amended to reflect an increase in
the Fund's investment advisory fees to 0.74% for the first $500 million of the
Fund's average daily net assets; 0.68% for the next $500 million, and 0.65%
for any additional amounts. At each of those Fund breakpoints, total expenses
(i.e., proposed advisory fees plus other fund expenses) would be 0.03% higher
(based upon 1999 expenses). If the increase had been in effect during 1999,
(i) the Trust would have paid John Hancock $22,352,466.00 on behalf of the
Managed Fund, rather than the $10,789,553.00 paid under the current Investment
Management Agreement (a 107.2% increase), and (ii) the ratio of total expenses
to average daily net assets would have been 0.70% rather than 0.35%. However,
the

5
<PAGE>

0.70% ratio compares favorably with the total expense ratio incurred by funds
that support other variable insurance products and that have similar
investment focus. The average total expense ratio for all such funds is 0.72%.
The foregoing analysis is based upon a study prepared for the Board by John
Hancock using data collected by Morningstar, Inc., an independent statistical
service that tracks expense data on variable insurance funds.

The following table provides a tabular comparison of the actual expense
-------
ratios for 1999 with expense ratios that would have been produced by the
proposed modifications had they been in effect during 1999. The table is based
on the Managed Fund's average net assets during the fiscal year ended December
31, 1999 and show (1) the current annualized level of all fees and expenses
-------
for the Managed Fund under the current investment management fee schedule; and
(2) the pro-forma annualized level of all fees and expenses that would have
---------
been incurred by the Fund under the proposed investment management fee
schedule. The percentages shown reflect management fees and other fund
expenses based on the allocation methodology and expense reimbursement policy
adopted by the Trust on April 23, 1999. Under the policy, John Hancock
reimburses the Managed Fund when that Fund's "other fund expenses" exceed
0.10% of the Fund's average daily net assets. The table does not reflect
separate account expenses, including sales load and other contract-level
expenses.

<TABLE>
<CAPTION>
Current Pro-Forma
------- ---------
<S> <C> <C>
Management Fees.............................................. 0.32% 0.67%
Distribution and Service (12b-1) Fees........................ N/A N/A
Other Operating Expenses Absent Reimbursement................ 0.03% 0.03%
------ ------
Total Fund Expenses Absent Reimbursement..................... 0.35% 0.70%
Expense Reimbursement (including fee waivers)................ (0.00%) (0.00%)
------ ------
Total Fund Expenses After Reimbursement...................... 0.35% 0.70%
</TABLE>

Example: The following Example is intended to help compare the cost of
investing in the Managed Fund under the current management fee schedule with
the cost of investing in the Managed Fund under the proposed investment
management fee schedule. The Example assumes that $10,000 is invested in the
Managed Fund at the beginning of the time period indicated, that the
investment has a 5% return each year, and that the Managed Fund's operating
expenses remain the same. Because shares of the Managed Fund are bought and
sold without sales charges, the costs shown in the Example would be the same
at the end of the time period indicated whether or not the shares were
redeemed at that time.

<TABLE>
<CAPTION>
One Three Five Ten
Year Years Years Years
---- ----- ----- -----
<S> <C> <C> <C> <C>
Although actual costs may be higher or lower, under the
current management fee schedule, the costs would be: .. $36 $113 $197 $443
Although actual costs may be higher or lower, under the
proposed management fee schedule, the costs would
be: ................................................... $72 $224 $390 $871
</TABLE>

The Example does not reflect any charges imposed under a variable insurance or
variable annuity product. If these charges were included, your costs would be
higher.

The proposed amendment to the Investment Management Agreement will change
the management fee schedule. In all other respects, the current Investment
Management Agreement, including John Hancock's agreement to reimburse the
Managed Fund when that Fund's "other fund expenses" exceed 0.10% of the Fund's
average daily net assets, will remain unchanged. See Appendix C to this
statement for a description of the Investment Management Agreement.

6
<PAGE>

RATIONALE FOR PROPOSED CHANGES IN MANAGEMENT FEES

After conducting a complete review of the level of investment management
fees for balanced funds in general, John Hancock noted the following:

. Since the Managed Fund's inception, there has been a substantial
increase in the commitment of qualified personnel, resources and
sophisticated information systems and technology by John Hancock to
support its increasingly complex investment management activities on
behalf of the Trust.

. The multi-manager approach will further increase the complexity of John
Hancock's oversight and administration, requiring increased resources
and oversight for Fund administration, investments, and technology.

. The current investment management fee levels of the Fund (established in
the mid-1980's) are far below the average contractual fee levels for
other mutual funds within the variable insurance products marketplace
having similar investment focus.

John Hancock wished to establish a new fee schedule for the Fund that would:

. remain competitive with other funds in the current variable insurance
products marketplace having a similar investment focus;

. provide appropriate financial incentives, within the current competitive
environment, to support John Hancock's increased allocation of personnel
and resources to the Fund; and

. provide appropriate financial incentives to support the increased
resources and complexity for overseeing a multi-manager investment
approach; and

. provide a level of financial incentive that would make it easier for
John Hancock to include the Fund as an investment option in its new
insurance products.

As a result of this review and analysis, John Hancock discussed with the
Board the changing nature of compensation in the variable insurance
marketplace and John Hancock's position relative to marketplace trends in
pricing. At the July 14, 2000 Board Meeting, the full Board met to review and
consider John Hancock's proposed recommendation to implement a new investment
management fee schedule for the Fund.

BASIS FOR THE TRUSTEES' RECOMMENDATION

At a meeting held on July 14, 2000, the Board of Trustees, including all the
Trustees who are not "interested persons" of the Managed Fund (the
"Independent Trustees"), unanimously approved a modified management fee
schedule for the Fund. The Board is recommending that Shareholders approve an
Amended and Restated Investment Management Agreement between the Trust and
John Hancock ("New Management Agreement") in order to modify the current
investment management fee schedule. The proposed new schedule of investment
management fee rates for the Managed Fund is as stated above.

In evaluating and approving the New Management Agreement, the Board,
including the Independent Trustees and in consultation with independent
counsel to the Trust, requested and evaluated information provided by John
Hancock which, in the Board's opinion, constituted all the information
reasonably necessary for the Board to form a judgment as to whether the New
Management Agreement and management fee structure would be in the best
interests of the Managed Fund and its Shareholders.

In making its decision to approve the modified management fee schedule, the
Board considered, among other factors, the following:

. The comparability of the investment management fees and other expenses
that would be paid by the Fund under the New Management Agreement to
those paid to other funds within the current variable insurance
marketplace having similar investment focus.

7
<PAGE>

. The significantly increased commitment of personnel and resources
required of John Hancock, since the inception of the Fund, to support
the investment management services provided to the Fund, and the
increased sophistication of the investment evaluation and monitoring
process used by John Hancock on behalf of the Fund.

. The increased commitment required of John Hancock to actively oversee
the multi-manager approach being recommended for the Fund, particularly
the increased resources for investment oversight, fund administration
and technology.

. The expected benefits to the Fund of the new multi-manager approach.

. The impact of the proposed changes in investment management fee rates
and changes in other expenses of the Fund on the Fund's total expense
ratio.

. The historical investment record of John Hancock in managing the Fund,
as well as performance information regarding other funds within the
current variable insurance marketplace not advised or managed by John
Hancock but having similar investment focus and asset types.

. The Board's favorable evaluation of the nature, quality and breadth of
investment management services provided by John Hancock to the Fund over
the years.

. Current and projected profits to John Hancock, both under the current
investment management fee schedule and the proposed new investment
management fee schedule, from providing investment management services
to the Trust and from the John Hancock insurance products which use the
Trust as a funding medium.

. John Hancock's determination that the proposed agreements would not have
a material impact on the Fund's current brokerage placement practices,
including practices that permit potential benefits to the sub-investment
managers from the placing of portfolio transactions to recognize
research and brokerage services.

. The need to provide sufficient revenues to John Hancock, within the
competitive marketplace, to promote the Fund as a funding medium for
variable insurance products it may market in the future.

Based upon all of the above factors, the Board (including the Independent
Trustees) determined that the new management fee arrangement proposed by John
Hancock was fair, reasonable and in the best interests of the Fund and its
Shareholders.

ADDITIONAL INFORMATION

Capital Guardian. As of December 31, 1999, Capital Guardian, together with
its affiliated asset management companies, had over $130 billion of assets
under management, $1.7 billion of which were in domestic balanced portfolios.
Appendix D to this statement contains additional information concerning the
Capital Guardian Board of Directors and executive officers, and rates for
Capital Guardian investment services to comparable funds.

IIA. IIA, a Delaware corporation organized in 1982, is a registered
investment adviser wholly-owned by John Hancock Subsidiaries, Inc., which in
turn is wholly-owned by John Hancock. At December 31, 1999, IIA and its
subsidiaries managed approximately $33 billion in assets for various clients.
Appendix D to this statement contains additional information concerning the IIA
Board of Directors and executive officers, and rates for IIA investment
services to similar funds.

John Hancock. John Hancock began providing investment advice to investment
companies in 1972 when it organized a management separate account, invested
primarily in common stocks, for the purpose of funding individual variable
annuity contracts. Both before and after that date, John Hancock established a
number of separate accounts investing in common stocks, public bonds, or other
securities in connection with the funding of variable annuities and group
annuity contracts. Total assets under management by John Hancock and its
subsidiaries as of December 31, 1999, amounted to approximately $127 billion,
of which over $71 billion was

8
<PAGE>

owned by John Hancock. Appendix D to this statement contains additional
information concerning John Hancock and its Board of Directors and executive
officers.

TRUSTEES' RECOMMENDATION

The Board of Trustees has determined that the Sub-Investment Management
Agreements and the amended Investment Management Agreement are in the best
interests of the Trust and the Shareholders of the Managed Fund.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE
MANAGED FUND GIVE INSTRUCTIONS TO VOTE FOR THE APPROVAL OF EACH OF THE
---
FOLLOWING:

PROPOSAL 1A--THE NEW SUB-INVESTMENT MANAGEMENT AGREEMENT WITH CAPITAL
GUARDIAN

PROPOSAL 1B--THE NEW SUB-INVESTMENT MANAGEMENT AGREEMENT WITH IIA

PROPOSAL 1C--THE AMENDED INVESTMENT MANAGEMENT AGREEMENT WITH JOHN HANCOCK

9
<PAGE>

PROPOSAL 1D--MANAGED FUND

APPROVAL OF CLASSIFICATION OF THE MANAGED FUND AS A "NON-DIVERSIFIED" FUND

At its July 14, 2000 meeting, the Board of Trustees also unanimously
approved, and voted to recommend that Shareholders approve, John Hancock's
recommendations to change the classification of the Managed Fund from
"diversified" to "non-diversified".

DISCUSSION

A current investment policy of the Managed Fund requires the Fund to be
"diversified."/1/ This requirement is satisfied if at least 75% of the market
value of the Fund's total assets is invested in cash and cash items (including
receivables), Government securities, securities of other investment companies,
and other securities. For purposes of this calculation, investments with
respect of any one issuer (other than investments in the United States
Government or its agency or instrumentality) are limited to an amount not
greater in value than 5% of the value of the total assets of such issuer and to
not more than 10% of the outstanding voting securities of such issuer.

In general, "non-diversified" funds are less restricted in the extent to
which they may invest more than 5% of their assets in any issuer or purchase
more than 10% of the voting securities of any issuer. The value of a non-
diversified fund's shares may be more volatile and more susceptible to any
single economic, political, or regulatory event, or to credit and market risks
associated with a single issuer, than would the shares of a diversified fund
because a relatively high percentage of a non-diversified fund's assets may be
invested in the obligations of a limited number of issuers. Most of the funds
of the Trust are "diversified."

In making its recommendation, John Hancock noted that "non-diversified"
status would provide the necessary flexibility for each sub-investment manager
of the Managed Fund to implement its investment strategy within the multi-
manager framework. The implementation of two distinct investment strategies
could potentially result in the overall Fund exceeding diversification limits.
John Hancock also noted that the domestic equity market has evolved such that a
significant number of individual issuers represent close to or more than 5% of
the relevant market or appropriate equity market benchmark. Therefore, it has
become increasingly difficult for certain funds of the Trust to remain
"diversified" and still follow their investment strategies and make active bets
relative to their benchmarks.
--------
/1/Fundamental policy (10) of the Trust currently provides that "[a]s a matter
of fundamental policy, no Fund will: . . . (10) Purchase securities of any
issuer, if (a) with respect to 75% of the market value of its total assets,
more than 5% of the Fund's total assets taken at market value would at the
time be invested in the securities of such issuer, unless such issuer is the
United States Government or its agency or instrumentality, or (b) such
purchase would result in more than 10% of the outstanding voting securities
of such issuer being held by the Fund. This restriction (10) does not apply
to the Large Cap Aggressive Growth, Mid Cap Growth or Global Balanced Funds."
Proposals to be voted upon at a September 28, 2000 shareholder meeting seek
approval to add the Large Cap Growth, Real Estate Equity and Global Bond
Funds to the second sentence of Fundamental policy (10), and Proposal 2D in
this proxy statement proposes to add the Growth & Income Fund to such
sentence. If all of these proposals are approved, under Proposal 1D of this
proxy statement Fundamental policy (10) would be revised to state: "[a]s a
matter of fundamental policy, no Fund will: . . . (10) Purchase securities
of any issuer, if (a) with respect to 75% of the market value of its total
assets, more than 5% of the Fund's total assets taken at market value would
at the time be invested in the securities of such issuer, unless such issuer
is the United States Government or its agency or instrumentality, or (b) such
purchase would result in more than 10% of the outstanding voting securities
of such issuer being held by the Fund. This restriction (10) does not apply
to the Managed, Growth & Income, Large Cap Growth, Large Cap Aggressive
Growth, Mid Cap Growth, Real Estate Equity, Global Balanced or Global Bond
Funds."

10
<PAGE>

TRUSTEES' RECOMMENDATION

The Board of Trustees believes that the proposed change of the Managed
Fund's classification to "non-diversified", and the corresponding modification
of the Fund's investment policy, is in the best interests of the Shareholders
of the Fund.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE
MANAGED FUND GIVE INSTRUCTIONS TO VOTE FOR THE APPROVAL OF CLASSIFICATION OF
---
THE FUND AS "NON-DIVERSIFIED."

11
<PAGE>

PROPOSALS 2A, 2B and 2C--GROWTH & INCOME FUND

APPROVAL OF NEW SUB-INVESTMENT MANAGEMENT AGREEMENTS
AND AN AMENDMENT TO THE CURRENT INVESTMENT MANAGEMENT AGREEMENT
FOR THE GROWTH & INCOME FUND

At its July 14, 2000 meeting, the Board of Trustees unanimously approved,
and voted to recommend that Shareholders approve, two new "multi-manager" Sub-
Investment Management Agreements and a related amendment to the Investment
Management Agreement that would increase fees payable by the Trust to John
Hancock for management of the Growth & Income Fund. Shareholders will need to
approve all three Proposals to implement the change to a multi-manager
approach.

REASONS FOR THESE PROPOSALS

The multi-manager Sub-Investment Management agreements, and a related
amendment to the Investment Management Agreement for the Growth & Income Fund,
are being submitted for shareholder approval at the Meeting. All three
agreements must be approved by Shareholders before any of them can go into
effect.

THE SUB-INVESTMENT MANAGEMENT AGREEMENTS

Currently, John Hancock contracts with IIA to make investment decisions,
place investment orders, and provide certain record keeping functions for all
invested assets of the Growth & Income Fund. That agreement was last approved
by Shareholders on February 12, 1986. John Hancock paid $7,355,435.42 to IIA
during 1999 for its services to the Growth & Income Fund.

In providing investment advisory services to the Trust, John Hancock has
observed the following with respect to certain funds of the Trust, in
particular the Growth & Income Fund:

. Investment managers often have very unique approaches and expertise in
managing investments within the same asset class or investment category.

. Different investment styles and managers produce different investment
results in different market environments--with no single style or
approach consistently outperforming others over extended periods.

. Even strong managers with sound and disciplined approaches and
strategies will move out of favor in certain market environments.

These observations have led John Hancock to seek to implement a multi-style
and multi-manager approach for the Growth & Income Fund by selecting two sub-
investment managers that employ distinct investment styles and strategies in
the management of domestic equity portfolios. The desired objective is to
produce more consistent investment returns over market cycles. By combining
different and complementary investment strategies, the multi-manager approach
seeks to reduce the Growth & Income Fund's exposure to the risk of any one
manager or strategy being out of favor in certain market environments.
Performance consistency is important for the Growth & Income Fund since its
broad equity strategy of investing in large cap stocks makes this a core
investment option for investors.

IIA, the current sub-investment manager to the Growth & Income Fund, seeks
to add value primarily by focusing its strategy on individual stock selection.
IIA's investment approach for the Growth & Income Fund:

. focuses on large cap stocks that are undervalued relative to the stock's
history and have improving earnings growth prospects;

. selects stocks using a combination of proprietary equity research and
quantitative tools;

. uses a team approach in making investment decisions, with the lead
portfolio managers responsible for implementation of the team's
investment strategy; and,

12
<PAGE>

. employs risk control techniques to maintain risk and industry
characteristics similar to the Fund's benchmark.

IIA's investment approach has resulted in overall average risk and returns
relative to comparable domestic equity funds, with periods of underperformance
in volatile and momentum-driven market environments. These market environments
proved challenging for most investment managers with a quantitative approach
that is sensitive to valuation characteristics. As a result, John Hancock
decided to select an additional sub-investment manager that would implement a
complementary equity style and distinct investment approach in the management
of equity portfolios.

Among the factors that John Hancock and the Board of Trustees considered in
selecting an additional sub-investment manager were the following:

. Strong organization with experience and significant resources
(investment and operations personnel) dedicated to the development and
management of growth style equity portfolios.

. Disciplined and well-defined investment process for investing in growth
stocks.

. Strong long-term performance record in managing growth stock portfolios.

. Sub-investment advisory fee that is competitive relative to other growth
stock portfolios.

. The degree to which the investment manager's historical and expected
investment returns are correlated with those of IIA.

. The sub-investment manager's reputation and presence in the variable
products marketplace and the sub-investment manager's potential for
increasing the growth in Fund assets.

After evaluating potential sub-investment managers based on these criteria,
John Hancock recommended to the Board of Trustees, and the Board unanimously
approved, that Putnam be retained as a complementary manager for the Growth &
Income Fund.

Putnam seeks to add value by focusing its strategy on individual stock
selection decisions. Putnam's investment approach:

. focuses on large and mid-size growth stocks;

. selects stocks using proprietary bottom-up, fundamental research and a
systematic screening process;

. selects stocks with above-average potential for growth in revenues and
earnings that meet screening criteria for earnings surprise and
momentum, valuation and financial strength;

. uses a team approach in making investment decisions, with the lead
portfolio managers responsible for implementation of the team's
investment strategy; and,

. employs risk management tools and qualitative judgement to determine
sector, industry and stock specific weightings and seeks broad industry
sector diversification.

The multi-manager approach for the Growth & Income Fund--combining the
investment expertise of both IIA and Putnam--seeks to provide investors with
diversification of investment strategies and the potential for more consistent
investment returns over market cycles.

On or about November 1, 2000, the then-existing assets of the Fund will be
allocated between IIA and Putnam. Putnam will receive $1 billion and IIA will
receive the remainder. Based upon total Fund assets as of June 30, 2000, this
would result in an allocation of approximately 75% to IIA and 25% to Putnam.
After November 1, 2000, investments in the Fund will be allocated equally
between the two sub-advisors while redemptions will be allocated on an asset-
weighted basis. Such allocation methodology could be changed in the future, but
there is no present intention of doing so.

The sub-investment advisory fee to be charged by Putnam under its new Sub-
Investment Management Agreement is higher than that charged by IIA and
recognizes, among other things, the greater degree of resources

13
<PAGE>

and analysis required of Putnam in implementing a more fundamental, research-
driven approach. Whereas John Hancock will pay IIA a sub-investment advisory
fee at an annual rate of 0.1875% on all assets managed by IIA, John Hancock
will pay Putnam 0.50% for the first $150 million managed by Putnam; 0.45% for
the next $150 million managed by Putnam; and 0.35% for any additional amounts
managed by Putnam. The sub-investment advisory fee for IIA will remain at the
rate in effect prior to November 1, 2000.

The proposed forms of the "multi-manager" Sub-Investment Management
Agreements are included as Appendix B-2 to this statement. The agreements with
IIA and Putnam are substantially similar except with respect to the rate of
sub-advisory fees. The new agreement with IIA is also substantially similar to
the current IIA agreement, except with respect to provisions on the term of the
agreement and the assets to be managed by IIA. As stated in the agreements,
John Hancock will pay all sub-advisory fees to the sub-investment managers.
Therefore, any increase in the sub-advisory fees need not necessarily result in
any additional charge to the Trust or to Shareholders. However, in this case
the higher fees payable to Putnam will be reflected in the proposed increase to
the investment advisory fee to be paid by the Trust to John Hancock.

THE CURRENT INVESTMENT MANAGEMENT AGREEMENT AND PROPOSED AMENDMENT

Pursuant to its Investment Management Agreement with the Trust dated April
12, 1988, John Hancock advises the Trust in connection with policy decisions of
the Growth & Income Fund; provides administration of day-to-day operations;
provides personnel, office space, equipment and supplies for the Fund;
maintains records required by the Investment Company Act of 1940; supervises
activities of the sub-investment managers referred to above; and supervises the
activities of the other providers of services to the Fund. That agreement was
last approved by the Shareholders on April 23, 1999.

For any fiscal year in which the normal operating costs and expenses of the
Growth & Income Fund, exclusive of the investment advisory fees, interest,
brokerage, commissions, taxes and extraordinary expenses outside the control of
John Hancock exceed 0.10% of that Fund's average daily net assets, the current
Investment Management Agreement provides that John Hancock will reimburse that
Fund promptly after the end of the fiscal year in an amount equal to such
excess. There was no reimbursement payable to the Growth & Income Fund for the
period ended December 31, 1999.

Under the current Investment Management Agreement, John Hancock is paid a fee
at the annual rate of 0.25% of the Growth & Income Fund's average daily net
assets.

After evaluating the fees to be charged to the Growth & Income Fund for a
multi-manager approach, taking into account the cost of services to be rendered
by John Hancock and fees charged by the sub-investment managers, John Hancock
recommended to the Board of Trustees at its July 14, 2000 meeting, that the
current Investment Management Agreement be amended to reflect an increase in
the Fund's investment advisory fees to 0.71% for the first $150 million of the
Fund's average daily net assets; 0.69% for the next $150 million, and 0.67% for
any additional amounts. At each of those Fund breakpoints, total expenses
(i.e., proposed advisory fees plus other fund expenses) would be 0.03% higher
(based upon 1999 expenses). If the increase had been in effect during 1999, (i)
the Trust would have paid John Hancock $26,373,126.00 on behalf of the Growth &
Income Fund, rather than the $9,806,770.00 paid under the current Investment
Management Agreement (a 168.9% increase), and (ii) the ratio of total expenses
to average daily net assets would have been 0.70% rather than 0.28%. However,
THE 0.70% RATIO COMPARES FAVORABLY WITH THE TOTAL EXPENSE RATIO INCURRED BY
FUNDS THAT SUPPORT OTHER VARIABLE INSURANCE PRODUCTS AND THAT HAVE SIMILAR
INVESTMENT FOCUS. THE AVERAGE TOTAL EXPENSE RATIO FOR ALL SUCH FUNDS IS 0.78%.
The foregoing analysis is based upon a study prepared for the Board by John
Hancock using data collected by Morningstar, Inc., an independent statistical
service that tracks expense data on variable insurance funds.

14
<PAGE>

show (1) the current annualized level of all fees and expenses for the Growth
-------
& Income under the current investment management fee schedule; and (2) the
pro-forma annualized level of all fees and expenses that would have been
---------
incurred by the Fund under the proposed investment management fee schedule.
The percentages shown reflect management fees and other fund expenses based on
the allocation methodology and expense reimbursement policy adopted by the
Trust on April 23, 1999. Under the policy, John Hancock reimburses the Growth
& Income Fund when that Fund's "other fund expenses" exceed 0.10% of the
Fund's average daily net assets. The table does not reflect separate account
expenses, including sales load and other contract-level expenses.

<TABLE>
<CAPTION>
Current Pro-Forma
------- ---------
<S> <C> <C>
Management Fees.............................................. 0.25% 0.67%
Distribution and Service (12b-1) Fees........................ N/A N/A
Other Operating Expenses Absent Reimbursement................ 0.03% 0.03%
------ ------
Total Fund Expenses Absent Reimbursement..................... 0.28% 0.70%
Expense Reimbursement (including fee waivers)................ (0.00%) (0.00%)
------ ------
Total Fund Expenses After Reimbursement...................... 0.28% 0.70%
</TABLE>

Example: The following Example is intended to help compare the cost of
investing in the Growth & Income Fund under the current investment management
fee schedule with the cost of investing in the Growth & Income Fund under the
proposed investment management fee schedule. The Example assumes that $10,000
is invested in the Growth & Income Fund at the beginning of the time period
indicated, that the investment has a 5% return each year, and that the Growth
& Income Fund's operating expenses remain the same. Because shares of the
Growth & Income Fund are bought and sold without sales charges, the costs
shown in the Example would be the same at the end of the time period indicated
whether or not the shares were redeemed at that time.

<TABLE>
<CAPTION>
One Three Five Ten
Year Years Years Years
---- ----- ----- -----
<S> <C> <C> <C> <C>
Although actual costs may be higher or lower, under the
current management fee schedule, the costs would be: .. $29 $ 90 $157 $356
Although actual costs may be higher or lower, under the
proposed management fee schedule, the costs would
be: ................................................... $72 $224 $390 $871
</TABLE>

The Example does not reflect any charges imposed under a variable insurance or
variable annuity product. If these charges were included, your costs would be
higher.

The proposed amendment to the Investment Management Agreement will change
the management fee schedule. In all other respects, the current Investment
Management Agreement, including John Hancock's agreement to reimburse the
Growth & Income Fund when that Fund's "other fund expenses" exceed 0.10% of
the Fund's average daily net assets, will remain unchanged. See Appendix C to
this statement for a description of the Investment Management Agreement.

RATIONALE FOR PROPOSED CHANGES IN MANAGEMENT FEES

After conducting a complete review of the level of investment management
fees for equity blend funds in general, John Hancock noted the following:

. Since the Growth & Income Fund's inception, there has been a substantial
increase in the commitment of qualified personnel, resources and
sophisticated information systems and technology by John Hancock to
support its increasingly complex investment management activities on
behalf of the Trust.

15
<PAGE>

. The current investment management fee levels of the Fund (established in
1972) are far below the average contractual fee levels for other mutual
funds within the variable insurance products marketplace having similar
investment focus.

John Hancock wished to establish a new fee schedule for the Fund that would:

. remain competitive with other funds in the current variable insurance
products marketplace having a similar investment focus;

. provide appropriate financial incentives, within the current competitive
environment, to support John Hancock's increased allocation of personnel
and resources to the Fund; and

. provide appropriate financial incentives to support the increased
resources and complexity for overseeing a multi-manager investment
approach; and

. provide a level of financial incentive that would make it easier for
John Hancock to include the Fund as an investment option in its new
insurance products.

BASIS FOR THE TRUSTEES' RECOMMENDATION

At a meeting held on July 14, 2000, the Board of Trustees, including all the
Trustees who are not "interested persons" of the Growth & Income Fund (the
"Independent Trustees"), unanimously approved a modified management fee
schedule for the Fund. The Board is recommending that Shareholders approve an
Amended and Restated Investment Management Agreement between the Trust and
John Hancock ("New Management Agreement") in order to modify the current
investment management fee schedule. The proposed new schedule of investment
management fee rates for the Growth & Income Fund is as stated above.

In making its decision to approve the modified management fee schedule, the
Board considered, among other factors, the following:

. The expected benefits to the Fund of the new multi-manager approach.

. The impact of the proposed changes in investment management fee rates
and changes in other expenses of the Fund on the Fund's total expense
ratio.

16
<PAGE>

. The Board's favorable evaluation of the nature, quality and breadth of
investment management services provided by John Hancock to the Fund over
the years.

. The need to provide sufficient revenues to John Hancock, within the
competitive marketplace, to promote the Fund as a funding medium for
variable insurance products it may market in the future.

ADDITIONAL INFORMATION

Putnam. As of June 30, 2000, Putnam, together with its affiliated asset
management companies, had over $407 billion of assets under management, $66
billion of which were in US large cap growth assets. Appendix D to this
statement contains additional information concerning the Putnam Board of
Directors and executive officers, and rates for Putnam investment services to
comparable funds.

IIA. See Proposals 1A-1C of this statement for information on IIA.

John Hancock. See Proposals 1A-1C of this statement for information on John
Hancock.

TRUSTEES' RECOMMENDATION

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE GROWTH
& INCOME FUND GIVE INSTRUCTIONS TO VOTE FOR THE APPROVAL OF THE FOLLOWING:
---

PROPOSAL 2A--THE NEW SUB-INVESTMENT MANAGEMENT AGREEMENT WITH PUTNAM

PROPOSAL 2B--THE NEW SUB-INVESTMENT MANAGEMENT AGREEMENT WITH IIA

PROPOSAL 2C--THE AMENDED INVESTMENT MANAGEMENT AGREEMENT WITH JOHN HANCOCK

17
<PAGE>

PROPOSAL 2D--GROWTH & INCOME FUND

APPROVAL OF CLASSIFICATION OF THE GROWTH & INCOME FUND
AS A "NON-DIVERSIFIED" FUND

At its July 14, 2000 meeting, the Board of Trustees also unanimously
approved, and voted to recommend that Shareholders approve, John Hancock's
recommendations to change the classification of the Growth & Income Fund from
"diversified" to "non-diversified".

DISCUSSION

A current investment policy of the Growth & Income Fund requires the Fund to
be "diversified."/2/ This requirement is satisfied if at least 75% of the
market value of the Fund's total assets is invested in cash and cash items
(including receivables), Government securities, securities of other investment
companies, and other securities. For purposes of this calculation, investments
with respect of any one issuer (other than investments in the United States
Government or its agency or instrumentality) are limited to an amount not
greater in value than 5% of the value of the total assets of such issuer and to
not more than 10% of the outstanding voting securities of such issuer.

In making its recommendation, John Hancock noted that "non-diversified"
status would provide necessary flexibility for each sub-investment manager of
the Growth & Income Fund to implement its investment strategy within the multi-
manager framework. The implementation of two distinct investment strategies
could potentially result in the overall Fund exceeding diversification limits.
John Hancock also noted that the domestic equity market has evolved such that a
significant number of individual issuers represent close to or more than 5% of
the relevant market or appropriate equity market benchmark. Therefore, it has
become increasingly difficult for certain funds of the Trust to remain
"diversified" and still follow their investment strategies and make active bets
relative to their benchmarks.
--------
/2/Fundamental policy (10) of the Trust currently provides that "[a]s a matter
of fundamental policy, no Fund will: . . . (10) Purchase securities of any
issuer, if (a) with respect to 75% of the market value of its total assets,
more than 5% of the Fund's total assets taken at market value would at the
time be invested in the securities of such issuer, unless such issuer is the
United States Government or its agency or instrumentality, or (b) such
purchase would result in more than 10% of the outstanding voting securities
of such issuer being held by the Fund. This restriction (10) does not apply
to the Large Cap Aggressive Growth, Mid Cap Growth or Global Balanced Funds."
Proposals to be voted upon at a September 28, 2000 shareholder meeting seek
approval to add the Large Cap Growth, Real Estate Equity and Global Bond
Funds to the second sentence of Fundamental policy (10), and Proposal 1D in
this proxy statement proposes to add the Managed Fund to such sentence. If
all of these proposals are approved, under Proposal 2D of this proxy
statement Fundamental policy (10) would be revised to state: "[a]s a matter
of fundamental policy, no Fund will: . . . (10) Purchase securities of any
issuer, if (a) with respect to 75% of the market value of its total assets,
more than 5% of the Fund's total assets taken at market value would at the
time be invested in the securities of such issuer, unless such issuer is the
United States Government or its agency or instrumentality, or (b) such
purchase would result in more than 10% of the outstanding voting securities
of such issuer being held by the Fund. This restriction (10) does not apply
to the Managed, Growth & Income, Large Cap Growth, Large Cap Aggressive
Growth, Mid Cap Growth, Real Estate Equity, Global Balanced or Global Bond
Funds."

18
<PAGE>

TRUSTEES' RECOMMENDATION

The Board of Trustees believes that the proposed change of the Growth &
Income Fund's classification to "non-diversified", and the corresponding
modification of the Fund's investment policy, is in the best interests of the
Shareholders of the Fund.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE
GROWTH & INCOME FUND GIVE INSTRUCTIONS TO VOTE FOR THE APPROVAL OF
---
CLASSIFICATION OF THE FUND AS "NON-DIVERSIFIED."

19
<PAGE>

PROPOSAL 2E--GROWTH & INCOME FUND

MODIFICATION TO THE INVESTMENT RESTRICTIONS OF THE GROWTH & INCOME
FUND TO PERMIT INVESTMENTS IN SECURITIES THAT ARE SUBJECT TO LEGAL
RESTRICTIONS ON RESALE

At its July 14, 2000 meeting, the Board of Trustees also unanimously
approved, and voted to recommend that Shareholders approve, a change in the
investment restrictions of the Growth & Income Fund/3/ to allow the Fund to
purchase securities which are subject to legal or contractual delays in or
restrictions on resale (commonly referred to as "restricted securities"),
including those eligible for resale to qualified institutional buyers under
Rule 144A of the Securities Act of 1933.

If approved by Shareholders, the Growth & Income Fund would have authority to
invest in restricted securities, including Rule 144A securities for the reasons
and subject to the limitations set forth below.

DISCUSSION

As an open-end investment company, the Trust is limited in the amount of
illiquid securities that it may own because such securities may present
problems of accurate valuation, and it is possible that the Trust could have
difficulty satisfying redemptions within seven days as required under the
Investment Company Act of 1940. In general, an illiquid security is one which
cannot be sold in the ordinary course of business within seven days at
approximately the value at which the Trust has valued the security. Illiquid
securities generally include restricted securities.

However, the securities markets are evolving. For example, the markets for
various types of securities are almost exclusively institutional. These
instruments are often either exempt from registration or sold in transactions
not requiring registration. Although these securities may be legally classified
as "restricted," institutional investors will often justifiably rely on an
efficient institutional market in which the unregistered security can be
readily resold. The fact that the securities may be restricted because of legal
or contractual restrictions on resale to the general public will, therefore,
not be dispositive of the liquidity of such investments.

In 1990, the SEC adopted Rule 144A to provide a safe harbor from registration
under the 1933 Act for the resale of privately placed securities to qualified
buyers. Rule 144A has increased the efficiency and liquidity of the U.S.
private placement market. Issuers that qualify for reliance on the Rule now
have access to a larger sophisticated investor base composed of both
traditional private and public institutional investors. The size of Rule 144A
issues is larger than that of many traditional private placements.
--------
/3/Fundamental policy (6) of the Trust currently provides: "(6) Except as set
forth in the following sentence, neither the Managed and Active Bond Funds,
nor the Growth & Income, Large Cap Growth, Real Estate Equity, or Money
Market Funds may purchase securities which are subject to legal or
contractual delays in or restrictions on resale. The Managed and Active Bond
Funds may, however, purchase restricted securities, including those eligible
for resale to "qualified institutional buyers' pursuant to Rule 144A under
the Securities Act of 1933, subject to a non fundamental restriction limiting
all illiquid securities held by each Fund to not more than 15% of the Trust's
net assets." Proposals to be voted upon at a September 28, 2000 shareholder
meeting seek approval to add the Large Cap Growth and Real Estate Equity
Funds to the second sentence of Fundamental policy (6). If each of these
proposals is approved, under Proposal 2E of this proxy statement Fundamental
policy (6) would be revised to state: "(6) Except as set forth in the
following sentence, neither the Managed and Active Bond Funds, nor the Growth
& Income, Large Cap Growth, Real Estate Equity, or Money Market Funds may
purchase securities which are subject to legal or contractual delays in or
restrictions on resale. The Managed, Growth & Income, Large Cap Growth, Real
Estate Equity and Active Bond Funds may, however, purchase restricted
securities, including those eligible for resale to "qualified institutional
buyers' pursuant to Rule 144A under the Securities Act of 1933, subject to a
non fundamental restriction limiting all illiquid securities held by each
Fund to not more than 15% of the Trust's net assets."

20
<PAGE>

In general, the market in restricted securities expands the opportunities
beyond what was available to the Fund when the Fund's investment restrictions
were first put in place. Given the growth in this market and its improving
liquidity, John Hancock believes that the Fund should be allowed to buy
restricted securities, including 144A securities. John Hancock or the Fund's
sub-investment manager will in each case determine whether any such restricted
securities should be deemed to be illiquid. If so, those securities, plus any
other illiquid securities owned by the Fund, may not, at the time of purchase,
exceed 15% of the Fund's net assets.

TRUSTEES' RECOMMENDATION

The Board of Trustees believes that the proposed changes to the Growth &
Income Fund's investment restrictions is in the best interests of the
Shareholders of the Fund.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE
GROWTH & INCOME FUND GIVE INSTRUCTIONS TO VOTE FOR THE APPROVAL OF THE
---
AFOREMENTIONED CHANGES IN THE INVESTMENT RESTRICTIONS TO PERMIT FUND
INVESTMENT IN RESTRICTED SECURITIES.

21
<PAGE>

PROPOSAL 2F--GROWTH & INCOME FUND

MODIFICATION TO INVESTMENT POLICIES TO PERMIT INVESTMENT BY THE
GROWTH & INCOME FUND IN FINANCIAL FUTURES

At its July 14, 2000 meeting, the Board of Trustees also unanimously
approved, and voted to recommend that Shareholders of the Growth & Income Fund
approve, a change in the investment policies/4/ of the Trust to clearly allow
the Fund to purchase securities of a type commonly referred to as "financial
futures."

Discussion

Current investment policies of the Trust permit specified funds other than
the Growth & Income Fund to invest in "financial futures."/5/ The term is used
to describe interest rate futures contracts, stock index futures contracts,
and currency futures contracts. Funds that invest in financial futures are
also generally authorized to buy and sell options on these contracts.

An interest rate futures contract is a contract to buy or sell specified
debt securities at a future time for a fixed price. A public market currently
exists for interest rate futures contracts on United States Treasury Bills,
United States Treasury Notes, bank certificates of deposit, and various other
domestic and foreign instruments and indexes.

Stock index futures contracts bind purchaser and seller to delivery at a
future date specified in the contract of a cash amount equal to a multiple of
the difference between the value of a specified stock index on that date and a
settlement price specified by the contract. That is, the seller of the futures
contract must pay and the purchaser would receive a multiple of any excess of
the value of the index over the settlement price, and the
--------
/4/See Appendix C-1 of this statement for current versions of fundamental
policies (3)(A) and 3(C) of the Trust, and current and proposed versions of
fundamental policy 3(D) of the Trust. Proposal 2F seeks approval to revise
fundamental policy 3(D) to include the Growth & Income Fund within both
fundamental policy 3(A)(iii) and fundamental policy 3(C)(ii).
/5/Under fundamental policy 3(A)(iii), the Managed, Aggressive Balanced,
Equity Index, Large Cap Value, American Leaders Large Cap Value, Large Cap
Growth, Large Cap Value CORE, Large Cap Aggressive Growth, Large/Mid Cap
Value, Mid Cap Value, Mid Cap Growth, Fundamental Growth, Mid Cap Blend,
Small/Mid Cap Value, Small/Mid Cap Growth, Small/Mid Cap CORE, Small Cap
Value, Small Cap Growth, Global Balanced, International Equity Index,
International Equity, International Opportunities, International
Opportunities II, Emerging Markets Equity, Short-Term Bond, Core Bond, Bond
Index, Global Bond and High Yield Bond Funds may enter into financial
futures contracts or purchase options on such contracts, and effect
offsetting transactions to close out such positions previously established.
Under fundamental policy 3(C)(ii), the Managed, Aggressive Balanced, Mid Cap
Growth, American Leaders Large Cap Value, Large Cap Value CORE, Large Cap
Aggressive Growth, Large/Mid Cap Value, Small/Mid Cap Growth, Small/Mid Cap
CORE, Small Cap Growth, Global Balanced, International Equity Index,
International Equity, International Opportunities II, Emerging Markets
Equity, Short-Term Bond, Bond Index, Global Bond, and High Yield Bond Funds
may also enter into futures contracts on securities or market indexes, or
purchase or write put or call options on such futures contracts, for hedging
or speculative (non-hedging) purposes, and enter into offsetting
transactions to close out any positions thus established; provided that none
of these Funds may purchase, sell or write such futures or options other
than for bona fide hedging purposes if immediately thereafter the Fund's
margin deposits on such non-hedging positions, plus the amount of premiums
paid for outstanding options on futures contracts that are not for bona fide
hedging purposes (less any amount by which any such option is "in the money"
at the time of purchase) exceeds 5% of the market value of the Fund's net
assets. Fundamental policy 3(D) permits the Active Bond and Core Bond Funds
to enter into futures contracts and purchase or write options thereon to the
same extent as is permitted in fundamental policy 3(C). Proposals to be
voted upon at a September 28, 2000 shareholder meeting seek approval for an
expansion of the Large Cap Growth Fund's ability to invest in financial
futures, including futures contracts on securities or market indexes, and
approval for the Real Estate Equity Fund to invest in financial futures.

22
<PAGE>

purchaser must pay and the seller would receive a multiple of any excess of the
settlement price over the value of the index. A public market currently exists
for stock index futures contracts based on the Standard & Poor's 500 Stock
Index, the Standard & Poor's Midcap Index, the New York Stock Exchange
Composite Index, the Value Line Stock Index, and various other domestic or
foreign indexes.

A currency futures contract is a contract to buy or sell a specified amount
of another currency at a future time for a fixed price.

The writer of an option on a financial futures contract agrees either to buy
or sell a financial futures contract at a specified price, if the purchaser
exercises the option and thereby assumes the opposite position in the financial
futures contract. A "put" option obligates the option writer to buy a financial
futures contract upon exercise of the option by the purchaser. If the option
writer agrees to sell a financial futures contract at the option of the
purchaser, it is commonly called a "call" option. As with other types of
options, the party that writes the option receives a premium for doing so, and
the party that purchases an option pays a premium therefor. However, there is
no exercise (or strike) price, as such. Rather, if the value of the futures
contract moves against the writer of the option, so that the option is (or is
likely to be) exercised, the option writer, in effect, has the obligation to
pay those losses.

More specifically, an option written by an authorized fund on a financial
futures contract requires the fund to pay any amount by which the fluctuating
price of the underlying debt instrument or index exceeds (in the case of a call
option) or is less than (in the case of a put option) the price specified in
the futures contract to which the option relates. Therefore, if the price of
the debt instrument or stock index on which the futures contract is based
increases (in the case of a call option written by a fund) or decreases (in the
case of a put option written by a fund), the fund may incur losses that exceed
the amount of the premium received by the fund for writing the option.

Financial futures are generally used as a hedge to protect against possible
changes in interest rates and security prices. For example, to hedge against
the possibility that interest rates or other factors may result in a general
decline in prices of equity securities of a type owned by them, authorized
funds may sell stock index futures contracts. Similarly, to hedge against the
possibility that increases in interest rates may adversely affect the market
values of debt securities held by them, authorized funds may enter into
interest rate futures sales contracts.

The purchase of a futures contract could also enable an authorized fund to
take the approximate economic equivalent of a substantial position in bonds or
equity securities. In this way, the purchase and sale of stock index and
interest rate futures can be used to maintain market exposure and manage cash
flows.

Financial futures, options thereon, and stock index options, when used by a
Fund, will in most cases be based on securities or stock indexes the components
of which are not identical to the portfolio securities owned or intended to be
acquired by the Fund and in connection with which such instruments are used.
Furthermore, due to supply and demand imbalances and other market factors, the
price movements of financial futures, options thereon, and stock index options
do not necessarily correspond exactly to the price movements of the securities,
currencies, or stock index on which such instruments are based. These factors
increase the difficulty of implementing a successful strategy using futures and
options contracts.

Funds generally will not take delivery of debt instruments pursuant to
purchasing an interest rate futures contract, nor make a delivery of debt
instruments pursuant to selling an interest rate futures contract. Nor will a
Fund necessarily take delivery of or deliver currencies in connection with
currency futures contracts. Instead, a Fund will more typically close out such
futures positions by entering into closing futures contract transactions.
Similarly, a Fund may wish to close out an option on a futures contract or an
option on an index by entering into an offsetting position in those
instruments. Generally speaking, entering into these types of closing
transactions would not affect gains and losses of the Fund resulting from
market action prior to such closing transactions. There is a risk, however,
that at the time a Fund wishes to enter into such a closing transaction,
trading in futures

23
<PAGE>

or options could be interrupted. This could occur, for example, because of
supply and demand imbalances arising from a lack of either buyers or sellers.
The futures and options exchanges also may suspend trading after the price has
risen or fallen more than the maximum amount specified by the exchange.
Exercise of options could also be restricted or delayed because of regulatory
restrictions or other factors. Although subadvisers will seek to avoid
situations where these factors would be likely to cause a problem for the
Trust, in some cases they could adversely affect particular Fund transactions
in these instruments.

Under this Proposal, the Growth & Income Fund would be authorized to invest
in financial futures contracts and options on such futures contracts for "bona
fide hedging" purposes (as defined in the regulations of the Commodity Futures
Trading Commission), and for other permissible purposes that are consistent
with the Fund's investment objective. The Fund will not purchase, sell or write
futures contracts or options thereon, other than for "bona fide hedging"
purposes, if immediately thereafter the Fund's initial margin deposits on such
outstanding non-hedging futures and options positions, plus the amount of
premiums paid by the Fund for such out-standing non-hedging options on futures
contracts, exceeds 5% of the market value of the Fund's net assets.

TRUSTEES' RECOMMENDATION

The Board of Trustees believes that the proposed modification of investment
policies to clearly permit the Growth & Income Fund to invest in financial
futures is in the best interests of the Shareholders of that Fund.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE
GROWTH & INCOME FUND GIVE INSTRUCTIONS TO VOTE FOR THE APPROVAL OF THE
---
MODIFICATION OF INVESTMENT POLICIES TO PERMIT INVESTMENTS IN FINANCIAL FUTURES.

24
<PAGE>

PROPOSALS 3A and 3B--ACTIVE BOND FUND

AMENDMENTS TO THE SUB-INVESTMENT MANAGEMENT AGREEMENT
AND TO THE INVESTMENT MANAGEMENT AGREEMENT
FOR THE ACTIVE BOND FUND

At its July 14, 2000 meeting, the Board of Trustees unanimously approved,
and voted to recommend that Shareholders approve, amendments to the Sub-
Investment Management Agreement and the Investment Management Agreement that
would increase fees payable by John Hancock to the sub-investment manager and
increase fees payable by the Trust to John Hancock for management of the
Active Bond Fund. Shareholders will need to approve both Proposals in order to
implement either.

REASONS FOR THESE PROPOSALS

The amendments to the Sub-Investment Management Agreement and the Investment
Management Agreement for the Fund are being submitted for shareholder approval
at the Meeting. Both amendments must be approved by Shareholders before either
of them can go into effect.

THE PROPOSED AMENDMENT TO THE SUB-INVESTMENT MANAGEMENT AGREEMENT

The current sub-investment manager for the Active Bond Fund is John Hancock
Advisers, Inc. ("Advisers"). Advisers has been the Fund's sub-investment
manager since May 1, 1995, pursuant to a Sub-Investment Management Agreement
with the Trust and John Hancock. That agreement was last approved by
Shareholders of the Fund on April 14, 1997. Under the Sub-Investment
Management Agreement, Advisers provides a continuing and suitable investment
program for the Fund consistent with the investment policies, objectives and
restrictions of the Fund. Advisers manages the investment and reinvestment of
the assets of the Fund subject to the overall supervision, direction, control
and review of John Hancock and the Trust. John Hancock paid $25,831.15 to
Advisers during 1999 for its services to the Active Bond Fund.

In recommending to the Trustees the increase in sub-investment advisory fees
for Advisers, John Hancock noted that Advisers had provided excellent long-
term performance while maintaining a below-average risk profile as compared to
other funds of this type. The Active Bond Fund has outperformed its benchmark
in 4 of the 5 years that Advisers has been the sub-investment manager.

Under the current Sub-Investment Management Agreement, Advisers is paid a
fee at the annual rate of 0.1875% of the Fund's average daily net assets.
Under this Proposal, John Hancock will pay Advisers 0.25% of the first $100
million of the Fund's average daily net assets, 0.20% of the next $150
million, 0.16% of the next $250 million, 0.125% of the next $500 million, and
0.10% of any additional amounts. There will be no other changes to the
agreement.

As stated in the agreement, John Hancock will pay all sub-advisory fees to
the sub-investment manager. Therefore, any increase in the sub-advisory fees
need not necessarily result in any additional charge to the Trust or to
Shareholders. However, in this case the higher fees payable to Advisers will
be reflected in the proposed increase to the investment advisory fee to be
paid by the Trust to John Hancock.

THE CURRENT INVESTMENT MANAGEMENT AGREEMENT AND PROPOSED AMENDMENT

Pursuant to its Investment Management Agreement with the Trust dated April
12, 1988, John Hancock advises the Trust in connection with policy decisions
of the Active Bond Fund; provides administration of day-to-day operations;
provides personnel, office space, equipment and supplies for the Fund;
maintains records required by the Investment Company Act of 1940; supervises
activities of the sub-investment managers referred to above; and supervises
the activities of the other providers of services to the Fund. That agreement
was last approved by the Shareholders on April 23, 1999.

25
<PAGE>

For any fiscal year in which the normal operating costs and expenses of the
Active Bond Fund, exclusive of the investment advisory fees, interest,
brokerage, commissions, taxes and extraordinary expenses outside the control
of John Hancock exceed 0.10% of that Fund's average daily net assets, the
current Investment Management Agreement provides that John Hancock will
reimburse that Fund promptly after the end of the fiscal year in an amount
equal to such excess. There was no reimbursement payable to the Active Bond
Fund for the period ended December 31, 1999.

Under the current Investment Management Agreement, John Hancock is paid a
fee at the annual rate of 0.25% of the Fund's average daily net assets.

After evaluating the fees to be charged to the Active Bond Fund in
comparison to the cost of services to be rendered by John Hancock, John
Hancock recommended to the Board of Trustees at its July 14, 2000 meeting that
the current Investment Management Agreement be amended to reflect an increase
in the Fund's investment advisory fees to 0.70% for the first $100 million of
the Fund's average daily net assets, 0.65% of the next $150 million, 0.61% of
the next $250 million, 0.58% of the next $500 million, and 0.55% for any
additional amounts. At each of those Fund breakpoints, total expenses (i.e.,
proposed advisory fees plus other fund expenses) would be 0.03% higher (based
upon 1999 expenses). If the increase had been in effect during 1999, (i) the
Trust would have paid John Hancock $5,438,730.00 on behalf of the Active Bond
Fund, rather than the $2,214,912.00 paid under the current Investment
Management Agreement (a 145.6% increase), and (ii) the ratio of total expenses
to average daily net assets would have been 0.64% rather than 0.28%. However,
THE 0.64% RATIO COMPARES FAVORABLY WITH TOTAL EXPENSE RATIO CURRENTLY INCURRED
BY FUNDS THAT SUPPORT OTHER VARIABLE INSURANCE PRODUCTS AND THAT HAVE SIMILAR
INVESTMENT FOCUS. THE AVERAGE TOTAL EXPENSE RATIO FOR ALL SUCH FUNDS IS 0.66%.
The foregoing analysis is based upon a study prepared for the Board by John
Hancock using data collected by Morningstar, Inc., an independent statistical
service that tracks expense data on variable insurance funds.

The following table provides a tabular comparison of the actual expense
-------
ratios for 1999 with expense ratios that would have been produced by the
proposed modifications had they been in effect during 1999. The table is based
on the Active Bond Fund's average net assets during the fiscal year ended
December 31, 1999 and show (1) the current annualized level of all fees and
-------
expenses for the Active Bond Fund under the current investment management fee
schedule; and (2) the pro-forma annualized level of all fees and expenses that
---------
would have been incurred by the Fund under the proposed investment management
fee schedule. The percentages shown reflect management fees and other fund
expenses based on the allocation methodology and expense reimbursement policy
adopted by the Trust on April 23, 1999. Under the policy, John Hancock
reimburses the Active Bond Fund when that Fund's "other fund expenses" exceed
0.10% of the Fund's average daily net assets. The table does not reflect
separate account expenses, including sales load and other contract-level
expenses.

<TABLE>
<CAPTION>
Current Pro-Forma
------- ---------
<S> <C> <C>
Management Fees.............................................. 0.25% 0.61%
Distribution and Service (12b-1) Fees........................ N/A N/A
Other Operating Expenses Absent Reimbursement................ 0.03% 0.03%
------ ------
Total Fund Expenses Absent Reimbursement..................... 0.28% 0.64%
Expense Reimbursement (including fee waivers)................ (0.00%) (0.00%)
------ ------
Total Fund Expenses After Reimbursement...................... 0.28% 0.64%
</TABLE>

Example: The following Example is intended to help compare the cost of
investing in the Active Bond Fund under the current management fee schedule
with the cost of investing in the Active Bond Fund under the proposed
investment management fee schedule. The Example assumes that $10,000 is
invested in the Active Bond Fund at the beginning of the time period
indicated, that the investment has a 5% return each year, and that the Active
Bond Fund's operating expenses remain the same. Because shares of the Active
Bond Fund are bought and sold without sales charges, the costs shown in the
Example would be the same at the end of the time period indicated whether or
not the shares were redeemed at that time.

26
<PAGE>

<TABLE>
<CAPTION>
One Three Five Ten
Year Years Years Years
---- ----- ----- -----
<S> <C> <C> <C> <C>
Although actual costs may be higher or lower, under the
current management fee schedule, the costs would be: .. $29 $ 90 $157 $356
Although actual costs may be higher or lower, under the
proposed management fee schedule, the costs would
be: ................................................... $65 $205 $357 $798
</TABLE>

The Example does not reflect any charges imposed under a variable insurance or
variable annuity product. If these charges were included, your costs would be
higher.

The proposed amendment to the Investment Management Agreement will change
the management fee schedule. In all other respects, the current Investment
Management Agreement, including John Hancock's agreement to reimburse the
Active Bond Fund when that Fund's "other fund expenses" exceed 0.10% of the
Fund's average daily net assets, will remain unchanged. See Appendix C to this
statement for a description of the Investment Management Agreement.

RATIONALE FOR PROPOSED CHANGES IN MANAGEMENT FEES

After conducting a complete review of the level of investment management
fees for comparable bond funds, John Hancock noted the following:

. Since the inception of the Active Bond Fund, there has been a
substantial increase in the commitment of qualified personnel, resources
and sophisticated information systems and technology by John Hancock to
support its increasingly complex investment management activities on
behalf of the Trust.

. The current investment management fee level of the Fund (established in
1972) is significantly below the average contractual fee level for other
mutual funds within the variable insurance products marketplace having
similar investment focus.

John Hancock wished to establish a new fee schedule for the Fund that would:

. remain competitive with other funds in the current variable insurance
products marketplace having a similar investment focus;

. provide appropriate financial incentives, within the current competitive
environment, to support John Hancock's increased allocation of personnel
and resources to the Trust; and

. provide a level of financial incentive that would make it easier for
John Hancock to include the Fund as an investment option in its new
insurance products.

BASIS FOR THE TRUSTEES' RECOMMENDATION

At a meeting held on July 14, 2000, the Board of Trustees, including all the
Trustees who are not "interested persons" of the Fund (the "Independent
Trustees"), unanimously approved a modified management fee schedule for the
Active Bond Fund. The Board is recommending that Shareholders approve an
Amended and Restated Investment Management Agreement between the Trust and
John Hancock ("New Management Agreement") in order to modify the current
investment management fee schedule. The proposed new schedule of investment
management fee rates for the Active Bond Fund is as stated above.

27
<PAGE>

Board to form a judgment as to whether the New Management Agreement and
management fee structure would be in the best interests of the Active Bond
Fund and its Shareholders.

In making its decision to approve the modified management fee schedule, the
Board considered, among other factors, the following:

. The impact of the proposed changes in investment management fee rates
and changes in other expenses of the Fund on the Fund's total expense
ratio.

. The Board's favorable evaluation of the nature, quality and breadth of
investment management services provided by John Hancock to the Fund
since its inception.

. John Hancock's determination that the proposed agreements would not have
a material impact on the Fund's current brokerage placement practices,
including practices that permit potential benefits to Advisers from the
placing of portfolio transactions to recognize research and brokerage
services.

. The need to provide sufficient revenues to John Hancock, within the
competitive marketplace, to promote the Fund as a funding medium for
variable insurance products it may market in the future.

ADDITIONAL INFORMATION

Advisers. Advisers have been managing mutual funds since 1968. As of June
30, 2000, Advisers and its affiliates managed $30 billion in assets of which
approximately $4.9 billion were in bond portfolios. Advisers is an indirect
wholly-owned subsidiary of John Hancock. Appendix D to this statement contains
additional information concerning Advisers' Board of Directors and executive
officers and fees for Advisers investment services to comparable funds.

John Hancock. See Proposals 1A-1C of this statement for information on John
Hancock.

28
<PAGE>

TRUSTEES' RECOMMENDATION

The Board of Trustees has determined that the amended Sub-Investment
Management Agreement and the amended Investment Management Agreement are in
the best interests of the Trust and the Shareholders of the Active Bond Fund.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE ACTIVE
BOND FUND GIVE INSTRUCTIONS TO VOTE FOR THE APPROVAL OF THE FOLLOWING:
---

PROPOSAL 3A--THE AMENDED SUB-INVESTMENT MANAGEMENT AGREEMENT WITH ADVISERS

PROPOSAL 3B--THE AMENDED INVESTMENT MANAGEMENT AGREEMENT WITH JOHN HANCOCK

29
<PAGE>

PROPOSALS 4A and 4B
SMALL CAP VALUE, GLOBAL BALANCED AND GLOBAL BOND FUNDS

APPROVAL OF A NEW SUB-INVESTMENT MANAGEMENT AGREEMENT AND AMENDMENT TO THE
INVESTMENT MANAGEMENT AGREEMENT
FOR THE SMALL CAP VALUE, GLOBAL BALANCED AND GLOBAL BOND FUNDS

At its July 14, 2000 meeting, the Board of Trustees unanimously approved,
and voted to recommend that Shareholders approve, a new Sub-Investment
Management Agreement with Capital Guardian and a related amendment to the
Investment Management Agreement that would increase fees payable by the Trust
to John Hancock for management of the Small Cap Value Fund, Global Balanced
Fund and Global Bond Fund. Shareholders of any of the Funds will need to
approve both Proposals in order to implement either. Approval of BOTH
Proposals by any Fund will be effective as to that Fund, even if either or
both of the other Funds fail to approve both Proposals.

REASONS FOR THESE PROPOSALS

The Sub-Investment Management Agreement with Capital Guardian, and a related
amendment to the Investment Management Agreement for the Funds, are being
submitted for shareholder approval at the Meeting. Both agreements must be
approved by Shareholders of any Fund before either of them can go into effect.

THE SUB-INVESTMENT MANAGEMENT AGREEMENT WITH CAPITAL GUARDIAN

The current sub-investment managers for the Funds are as follows:

. Small Cap Value Fund--INVESCO Management & Research, Inc. ("INVESCO")

. Global Balanced Fund--Brinson Partners, Inc. ("Brinson")

. Global Bond--J.P. Morgan Investment Management, Inc. ("J.P. Morgan").

Agreements with each of these sub-investment managers were last approved by
Shareholders of the respective Funds on April 14, 1997. During 1999, John
Hancock paid the following amounts to each sub-investment manager for its
services to the respective Fund: INVESCO--$352,420.87; Brinson--$148,851.36;
and J.P. Morgan--$309,972.81.

At its meeting on July 14, 2000, the Board, upon John Hancock's
recommendation, decided that the Funds' sub-investment management
relationships with INVESCO, Brinson and J.P. Morgan should be terminated, and
that Capital Guardian should be appointed as successor for the reasons
described in greater detail below. The terminations would only take effect
upon shareholder approval of the Sub-Investment Management Agreement with
Capital Guardian that is the subject of this Proposal.

The principal reasons for John Hancock's recommendation to replace the
current sub-investment managers were (i) to seek improved investment
performance for the Funds, and (ii) the opportunity to form a strategic
relationship with a premier investment manager. Such a strategic relationship
is expected to result in more effective management and oversight of these
Funds by reducing the number of sub-advisors from three to one. Among the
factors that the John Hancock considered in focusing upon Capital Guardian
were the following:

. Strong organization with experience and significant resources
(investment and operations personnel) dedicated to the development and
management of small cap equity, global balanced and global bond
portfolios.

. Disciplined and well-defined investment process for investing in equity
and fixed income securities.

. Strong long-term performance record in managing small cap equity, global
balanced and global bond portfolios.

30
<PAGE>

. Sub-investment advisory fees that are competitive relative to other
portfolios with a similar investment focus.

. Capital Guardian's reputation and presence in the variable products
marketplace and its potential for increasing the growth in Fund assets.

John Hancock recommended to the Board of Trustees that Capital Guardian be
retained as the new sub-investment manager of all three Funds.

For the Small Cap Value Fund, John Hancock currently pays INVESCO a sub-
investment advisory fee of 0.55% of the first $100 million of the Fund's
average daily net assets; 0.50% of the next $100 million; and 0.40% of any
additional amounts. Under this Proposal, John Hancock will pay Capital
Guardian 0.65% of the first $150 million; 0.50% of the next $150 million,
0.40% of the next $200 million, and 0.35% of any additional amounts.

For the Global Balanced Fund, John Hancock currently pays Brinson a sub-
investment advisory fee of 0.50% of the first $100 million of the Fund's
average daily net assets; and 0.35% of any additional amounts. Under this
Proposal, John Hancock will pay Capital Guardian 0.65% of the first $150
million; 0.55% of the next $150 million, 0.40% of the next $200 million, and
0.35% of any additional amounts.

For the Global Bond Fund, John Hancock currently pays J.P. Morgan a sub-
investment advisory fee of 0.50% of the first $25 million of the Fund's
average daily net assets; 0.40% of the next $50 million; 0.30% of the next $75
million, and 0.25% of any additional amounts. Under this Proposal, John
Hancock will pay Capital Guardian 0.40% of the first $150 million; 0.35% of
the next $150 million, 0.30% of the next $200 million, and 0.25% of any
additional amounts.

A copy of the form of the Sub-Investment Management Agreement is included as
Appendix B-3 to this statement. As stated in the agreement, John Hancock will
pay all sub-advisory fees to the sub-investment manager. Therefore, any
increase in the sub-advisory fees need not necessarily result in any
additional charge to the Trust or to Shareholders. However, in this case the
higher fees payable to Capital Guardian will be reflected in the proposed
increase to the investment advisory fee to be paid by the Trust to John
Hancock. The provisions of the Sub-Investment Management Agreement do not
otherwise contain terms that materially impose greater liability on the Funds
or John Hancock in comparison to the provisions of the current sub-investment
management agreements of the respective Funds.

THE CURRENT INVESTMENT MANAGEMENT AGREEMENT WITH JOHN HANCOCK AND PROPOSED
AMENDMENT

Pursuant to its Investment Management Agreement with the Trust dated March
14, 1996, John Hancock advises the Trust in connection with policy decisions
of the Funds; provides administration of day-to-day operations; provides
personnel, office space, equipment and supplies for the Funds; maintains
records required by the Investment Company Act of 1940; supervises activities
of the sub-investment managers referred to above; and supervises the
activities of the other providers of services to the Funds. That agreement was
last approved by the Shareholders on April 23, 1999.

For any fiscal year in which the normal operating costs and expenses of any
of the Funds, exclusive of the investment advisory fees, interest, brokerage,
commissions, taxes and extraordinary expenses outside the control of John
Hancock, exceed 0.10% of that Fund's average daily net assets, the current
Investment Management Agreement provides that John Hancock will reimburse that
Fund promptly after the end of the fiscal year in an amount equal to such
excess. The reimbursement paid to the Funds for the period ended December 31,
1999 was as follows: Small Cap Value Fund--$6,224.00, Global Balanced Fund--
$91,146.00, and Global Bond Fund--$1,445.00.

Under the current Investment Management Agreement, John Hancock is paid
advisory fees at the following annual rates:

. Small Cap Value Fund--0.80% of the first $100 million of the Fund's
average daily net assets; 0.75% of the next $100 million, and 0.65% of
any additional amounts.

31
<PAGE>

. Global Balanced Fund--0.85% of the first $100 million of the Fund's
average daily net assets; and 0.70% of any additional amounts.

. Global Bond Fund--0.75% of the first $25 million of the Fund's average
daily net assets; 0.65% of the next $50 million, 0.55% of the next $75
million and 0.50% of any additional amounts.

After evaluating the fees to be charged to the Funds in comparison to the
cost of services to be rendered by John Hancock and the fees to be paid to the
new sub-investment manager, John Hancock recommended to the Board of Trustees
at its July 14, 2000 meeting that the current Investment Management Agreement
be amended to reflect an increase in each Fund's investment advisory fees to
the following levels:

. Small Cap Value Fund--0.90% of the first $150 million of the Fund's
average daily net assets, 0.75% of the next $150 million, 0.65% of the
next $200 million, and 0.60% of any additional amounts.

. Global Balanced Fund--1.05% of the first $150 million of the Fund's
average daily net assets, 0.95% of the next $150 million, 0.80% of the
next $200 million, and 0.75% of any additional amounts.

. Global Bond Fund--0.85% of the first $150 million of the Fund's average
daily net assets, 0.80% of the next $150 million, 0.75% of the next $200
million, and 0.70% of any additional amounts.

At each breakpoint level of each Fund, total expenses (i.e., advisory fees
plus other fund expenses capped as previously noted) would be 0.10% higher.

If the increases had been in effect during 1999 for the Small Cap Value
Fund, (i) the Trust would have paid John Hancock $576,718.00 on behalf of the
Small Cap Value Fund, rather than the $512,633.00 paid under the current
Investment Management Agreement (a 12.5% increase), and (ii) the ratio of
total expenses to average daily net assets would have been 1.00% rather than
0.90%. However, THE 1.00% RATIO COMPARES FAVORABLY WITH TOTAL EXPENSE RATIOS
CURRENTLY INCURRED BY FUNDS THAT SUPPORT OTHER VARIABLE INSURANCE PRODUCTS,
THAT HAVE SIMILAR INVESTMENT FOCUS, AND THAT ARE OF A SIZE COMPARABLE TO THE
SMALL CAP VALUE FUND (I.E., LESS THAN $100 MILLION IN ASSETS). THE AVERAGE
TOTAL EXPENSE RATIO FOR ALL SUCH FUNDS IS 0.93%. The foregoing analysis is
based upon a study prepared for the Board by John Hancock using data collected
by Morningstar, Inc., an independent statistical service that tracks expense
data on variable insurance funds.

The following table provides a tabular comparison of the actual expense
-------
ratios for 1999 with expense ratios that would have been produced by the
proposed modifications for the Small Cap Fund had they been in effect during
1999. The table is based on the Small Cap Value Fund's average net assets
during the fiscal year ended December 31, 1999 and show (1) the current
-------
annualized level of all fees and expenses for the Small Cap Value Fund under
the current investment management fee schedule; and (2) the pro-forma
---------
annualized level of all fees and expenses that would have been incurred by the
Fund under the proposed investment management fee schedule. The percentages
shown reflect management fees and other fund expenses based on the allocation
methodology and expense reimbursement policy adopted by the Trust on April 23,
1999. Under the policy, John Hancock reimburses the Small Cap Value Fund when
that Fund's "other fund expenses" exceed 0.10% of the Fund's average daily net
assets. The table does not reflect separate account expenses, including sales
load and other contract-level expenses.

<TABLE>
<CAPTION>
Current Pro-Forma
------- ---------
<S> <C> <C>
Management Fees.............................................. 0.80% 0.90%
Distribution and Service (12b-1) Fees........................ N/A N/A
Other Operating Expenses Absent Reimbursement................ 0.16% 0.16%
------ ------
Total Fund Expenses Absent Reimbursement..................... 0.96% 1.06%
Expense Reimbursement (including fee waivers)................ (0.06%) (0.06%)
------ ------
Total Fund Expenses After Reimbursement...................... 0.90% 1.00%
</TABLE>

Example: The following Example is intended to help compare the cost of
investing in the Small Cap Value Fund under the current management fee
schedule with the cost of investing in the Small Cap Value Fund under

32
<PAGE>

the proposed investment management fee schedule. The Example assumes that
$10,000 is invested in the Small Cap Value Fund at the beginning of the time
period indicated, that the investment has a 5% return each year, and that the
Small Cap Value Fund's operating expenses remain the same. Because shares of
the Small Cap Value Fund are bought and sold without sales charges, the costs
shown in the Example would be the same at the end of the time period indicated
whether or not the shares were redeemed at that time.

<TABLE>
<CAPTION>
One Three Five Ten
Year Years Years Years
---- ----- ----- ------
<S> <C> <C> <C> <C>
Although actual costs may be higher or lower, under the
current management fee schedule, the costs would
be: .................................................. $ 92 $287 $498 $1,108
Although actual costs may be higher or lower, under the
proposed management fee schedule, the costs would
be: .................................................. $102 $318 $552 $1,225
</TABLE>

The Example does not reflect any charges imposed under a variable insurance or
variable annuity product. If these charges were included, your costs would be
higher.

If the increases had been in effect during 1999 for the Global Balanced
Fund, (i) the Trust would have paid John Hancock $312,578.00 on behalf of the
Global Balanced Fund, rather than the $253,044.00 paid under the current
Investment Management Agreement (a 23.5% increase), and (ii) the ratio of
total expenses to average daily net assets would have been 1.15% rather than
0.95%. However, THE 1.15% RATIO COMPARES FAVORABLY WITH TOTAL EXPENSE RATIOS
CURRENTLY INCURRED BY FUNDS THAT SUPPORT OTHER VARIABLE INSURANCE PRODUCTS,
THAT HAVE SIMILAR INVESTMENT FOCUS, AND THAT ARE OF A SIZE COMPARABLE TO THE
GLOBAL BALANCED FUND (I.E., LESS THAN $100 MILLION IN ASSETS). THE AVERAGE
TOTAL EXPENSE RATIO FOR ALL SUCH FUNDS IS 1.18%. The foregoing analysis is
based upon a study prepared for the Board by John Hancock using data collected
by Morningstar, Inc., an independent statistical service that tracks expense
data on variable insurance funds.

The following table provides a tabular comparison of the actual expense
-------
ratios for 1999 with expense ratios that would have been produced by the
proposed modifications for the Global Balanced Fund had they been in effect
during 1999. The table is based on the Global Balanced Fund's average net
assets during the fiscal year ended December 31, 1999 and show (1) the current
-------
annualized level of all fees and expenses for the Global Balanced Fund under
the current investment management fee schedule; and (2) the pro-forma
---------
annualized level of all fees and expenses that would have been incurred by the
Fund under the proposed investment management fee schedule. The percentages
shown reflect management fees and other fund expenses based on the allocation
methodology and expense reimbursement policy adopted by the Trust on April 23,
1999. Under the policy, John Hancock reimburses the Global Balanced Fund when
that Fund's "other fund expenses" exceed 0.10% of the Fund's average daily net
assets. The table does not reflect separate account expenses, including sales
load and other contract-level expenses.

<TABLE>
<CAPTION>
Current Pro-Forma
------- ---------
<S> <C> <C>
Management Fees.............................................. 0.85% 1.05%
Distribution and Service (12b-1) Fees........................ N/A N/A
Other Operating Expenses Absent Reimbursement................ 0.46% 0.46%
------ ------
Total Fund Expenses Absent Reimbursement..................... 1.31% 1.51%
Expense Reimbursement (including fee waivers)................ (0.36%) (0.36%)
------ ------
Total Fund Expenses After Reimbursement...................... 0.95% 1.15%
</TABLE>

Example: The following Example is intended to help compare the cost of
investing in the Global Balanced Fund under the current management fee
schedule with the cost of investing in the Global Balanced Fund under the
proposed investment management fee schedule. The Example assumes that $10,000
is invested in the Global Balanced Fund at the beginning of the time period
indicated, that the investment has a 5% return each year, and that the Global
Balanced Fund's operating expenses remain the same. Because shares of the
Global Balanced Fund are bought and sold without sales charges, the costs
shown in the Example would be the same at the end of the time period indicated
whether or not the shares were redeemed at that time.

33
<PAGE>

<TABLE>
<CAPTION>
One Three Five Ten
Year Years Years Years
---- ----- ----- ------
<S> <C> <C> <C> <C>
Although actual costs may be higher or lower, under the
current management fee schedule, the costs would
be: .................................................. $ 97 $303 $525 $1,166
Although actual costs may be higher or lower, under the
proposed management fee schedule, the costs would
be: .................................................. $117 $365 $633 $1,398
</TABLE>

The Example does not reflect any charges imposed under a variable insurance or
variable annuity product. If these charges were included, your costs would be
higher.

If the increases had been in effect during 1999 for the Global Bond Fund,
(i) the Trust would have paid John Hancock $605,565.00 on behalf of the Global
Bond Fund, rather than the $488,070.00 paid under the current Investment
Management Agreement (a 24.1% increase), and (ii) the ratio of total expenses
to average daily net assets would have been 0.95% rather than 0.79%. However,
THE 0.95% RATIO COMPARES FAVORABLY WITH TOTAL EXPENSE RATIOS CURRENTLY
INCURRED BY FUNDS THAT SUPPORT OTHER VARIABLE INSURANCE PRODUCTS AND THAT HAVE
SIMILAR INVESTMENT FOCUS. THE AVERAGE TOTAL EXPENSE RATIO FOR ALL SUCH FUNDS
IS 1.06%. The foregoing analysis is based upon a study prepared for the Board
by John Hancock using data collected by Morningstar, Inc., an independent
statistical service that tracks expense data on variable insurance funds.

The following table provides a tabular comparison of the actual expense
-------
ratios for 1999 with expense ratios that would have been produced by the
proposed modifications for the Global Bond Fund had they been in effect during
1999. The table is based on the Global Bond Fund's average net assets during
the fiscal year ended December 31, 1999 and show (1) the current annualized
-------
level of all fees and expenses for the Global Bond Fund under the current
investment management fee schedule; and (2) the pro-forma annualized level of
---------
all fees and expenses that would have been incurred by the Fund under the
proposed investment management fee schedule. The percentages shown reflect
management fees and other fund expenses based on the allocation methodology
and expense reimbursement policy adopted by the Trust on April 23, 1999. Under
the policy, John Hancock reimburses the Global Bond Fund when that Fund's
"other fund expenses" exceed 0.10% of the Fund's average daily net assets. The
table does not reflect separate account expenses, including sales load and
other contract-level expenses.

<TABLE>
<CAPTION>
Current Pro-Forma
------- ---------
<S> <C> <C>
Management Fees.............................................. 0.69% 0.85%
Distribution and Service (12b-1) Fees........................ N/A N/A
Other Operating Expenses Absent Reimbursement................ 0.15% 0.15%
------ ------
Total Fund Expenses Absent Reimbursement..................... 0.84% 1.00%
Expense Reimbursement (including fee waivers)................ (0.05%) (0.05%)
------ ------
Total Fund Expenses After Reimbursement...................... 0.79% 0.95%
</TABLE>

Example: The following Example is intended to help compare the cost of
investing in the Global Bond Fund under the current management fee schedule
with the cost of investing in the Global Bond Fund under the proposed
investment management fee schedule. The Example assumes that $10,000 is
invested in the Global Bond Fund at the beginning of the time period
indicated, that the investment has a 5% return each year, and that the Global
Bond Fund's operating expenses remain the same. Because shares of the Global
Bond Fund are bought and sold without sales charges, the costs shown in the
Example would be the same at the end of the time period indicated whether or
not the shares were redeemed at that time.

<TABLE>
<CAPTION>
One Three Five Ten
Year Years Years Years
---- ----- ----- ------
<S> <C> <C> <C> <C>
Although actual costs may be higher or lower, under the
current management fee schedule, the costs would
be: .................................................. $81 $252 $439 $ 978
Although actual costs may be higher or lower, under the
proposed management fee schedule, the costs would
be: .................................................. $97 $303 $525 $1,166
</TABLE>

34
<PAGE>

The Example does not reflect any charges imposed under a variable insurance or
variable annuity product. If these charges were included, your costs would be
higher.

The proposed amendment to the Investment Management Agreement will change
the management fee schedule. In all other respects, the current Investment
Management Agreement, including John Hancock's agreement to reimburse each of
the Small Cap Value, Global Balanced and Global Bond Funds when that Fund's
"other fund expenses" exceed 0.10% of that Fund's average daily net assets,
will remain unchanged. See Appendix C to this statement for a description of
the Investment Management Agreement.

RATIONALE FOR PROPOSED CHANGES IN MANAGEMENT FEES

After conducting a complete review of the level of investment management
fees for comparable funds, John Hancock noted the following:

. Since the inception of the Funds, there has been an increase in the
commitment of qualified personnel, resources and sophisticated
information systems and technology by John Hancock to support its
increasingly complex investment management activities on behalf of the
Trust.

. The current investment management fee levels of the Funds are below the
average contractual fee levels for other mutual funds within the
variable insurance products marketplace having similar investment focus
and asset size (significantly below with respect to the Global Balanced
and Global Bond Funds).

John Hancock wished to establish a new fee schedule for each of the Funds that
would:

. remain competitive with other funds in the current variable insurance
products marketplace having a similar investment focus and asset size;
and

. provide appropriate financial incentives, within the current competitive
environment, to support John Hancock's increased allocation of personnel
and resources to the Funds.

As a result of this review and analysis, John Hancock discussed with the
Board the changing nature of compensation in the variable insurance
marketplace and John Hancock's position relative to marketplace trends in
pricing. At the July 14, 2000 Board Meeting, the full Board met to review and
consider John Hancock's proposed recommendation to implement new investment
management fee schedules for the Funds.

BASIS FOR THE TRUSTEE'S RECOMMENDATION

At a meeting held on July 14, 2000, the Board of Trustees, including all the
Trustees who are not "interested persons" of the Funds (the "Independent
Trustees"), unanimously approved a modified management fee schedule for each
of the Funds. The Board is recommending that Shareholders approve an Amended
and Restated Investment Management Agreement between the Trust and John
Hancock ("New Management Agreement") in order to modify the current investment
management fee schedules. The proposed new schedule of investment management
fee rates for the Small Cap Value, Global Balanced and Global Bond Funds is as
stated above.

In making its decision to approve the modified management fee schedule, the
Board considered, among other factors, the following:

35
<PAGE>

. The significantly increased commitment of personnel and resources
required of John Hancock, since the inception of the Funds, to support
the investment management services provided to the Funds, and the
increased sophistication of the investment evaluation and monitoring
process used by John Hancock on behalf of the Funds.

. The impact of the proposed changes in investment management fee rates
and changes in other expenses of each Fund on each Fund's total expense
ratio and the continued willingness of John Hancock to agree to limit
total operating expenses for each Fund.

. The historical investment record of John Hancock in managing each of the
Funds, as well as performance information regarding other funds within
the current variable insurance marketplace not advised or managed by
John Hancock but having similar investment focus and asset types.

. The Board's favorable evaluation of the nature, quality and breadth of
investment management services provided by John Hancock to the Funds
since their inception.

. John Hancock's determination that the proposed agreements would not have
a material impact on the Fund's current brokerage placement practices,
including practices that permit potential benefits to Capital Guardian
from the placing of portfolio transactions to recognize research and
brokerage services.

. The need to provide sufficient revenues to John Hancock, within the
competitive marketplace, to promote the Funds as a funding medium for
variable insurance products it may market in the future and increase the
opportunities for growth in the Funds' assets.

ADDITIONAL INFORMATION

Capital Guardian. See Proposals 1A-1C of this statement for information on
Capital Guardian.

John Hancock. See Proposals 1A-1C of this statement for information on John
Hancock.

TRUSTEES' RECOMMENDATION

The Board of Trustees has determined that the Sub-Investment Management
Agreement and the amended Investment Management Agreement are in the best
interests of the Trust and the Shareholders of the Small Cap Value, Global
Balanced and Global Bond Funds.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE SMALL
CAP VALUE FUND, GLOBAL BALANCED FUND AND GLOBAL BOND FUND GIVE INSTRUCTIONS TO
VOTE FOR THE APPROVAL OF THE FOLLOWING:
PROPOSAL 4A--THE NEW SUB-INVESTMENT MANAGEMENT AGREEMENT WITH CAPITAL
GUARDIAN

PROPOSAL 4B--THE AMENDED INVESTMENT MANAGEMENT AGREEMENT WITH JOHN HANCOCK

36
<PAGE>

Appendix A

RECORD DATE AND VOTING SHARES

As of the close of business on August 31, 2000 ("the record date"), there
were the following shares outstanding:

<TABLE>
<CAPTION>
Number
Name of Fund of Shares
------------ ---------------
<S> <C>
Managed......................................................... 205,919,687.203
Growth & Income................................................. 197,412,383.564
Small Cap Value................................................. 7,159,146.855
Global Balanced................................................. 3,065,654.472
Active Bond..................................................... 89,690,585.126
Global Bond..................................................... 6,454,927.592
</TABLE>

Each Trust share is entitled to one vote, and fractional votes will be
counted.

The number of Trust shares attributable to each owner of a variable life
insurance policy ("policy") is determined by dividing, as of the record date
of the Meeting, a policy's cash (or account) value (less any outstanding
indebtedness) in the designated subaccount of the applicable Account by the
net asset value of one share in the corresponding Fund in which the assets of
the subaccount are invested. The number of Trust shares attributable to each
owner of a variable annuity contract ("contract") is determined by dividing,
as of the record date of the Meeting, the value of the Accumulation Shares
under a contract (or for each contract under which annuity payments have
commenced, the equivalent determined by dividing the contract reserves by the
value of one Accumulation Share) in the designated subaccount of the
applicable Account by the net asset value of one share in the corresponding
Fund in which the assets of the subaccount are invested.

As of the close of business on August 31, 2000, John Hancock, JHVLICO and
IPL had in the aggregate the following numbers of shares representing their
contributions and other amounts in the Accounts that are in excess of the
amounts attributable to policies and contracts:

<TABLE>
<CAPTION>
Percentage of
Number Total Shares
Name of Fund of Shares Outstanding
------------ ------------- -------------
<S> <C> <C>
Managed............................................. 0
Growth & Income..................................... 0
Small Cap Value..................................... 0
Global Balanced..................................... 1,075,069.275 35.07
Active Bond......................................... 0
Global Bond......................................... 0
</TABLE>

A-1
<PAGE>

Appendix B-1

PROPOSALS 1A and 1B--FORMS OF MULTI-MANAGER
SUB-INVESTMENT MANAGEMENT AGREEMENT

The Capital Guardian Sub-Investment Management Agreement to be voted upon
begins on the following page. It will be dated and signed on or within a
reasonable time after approval by Shareholders of the Managed Fund.

The IIA Sub-Investment Management Agreement to be voted upon immediately
follows the Capital Guardian Sub-Investment Management Agreement. It will be
dated and signed on or within a reasonable time after approval by Shareholders
of the Managed Fund.

B-1-1
<PAGE>

(Managed Fund)

SUB-INVESTMENT MANAGEMENT AGREEMENT

AMONG

JOHN HANCOCK VARIABLE SERIES TRUST I

JOHN HANCOCK LIFE INSURANCE COMPANY

AND

CAPITAL GUARDIAN TRUST COMPANY

B-1-2
<PAGE>

SUB-INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made as of the day of , 2000 by and among John Hancock
Variable Series Trust I, a Massachusetts business trust (the "Trust"), John
Hancock Life Insurance Company, a Massachusetts corporation ("JHLICO"), and
Capital Guardian Trust Company, a California corporation ("Advisers");

WHEREAS, the Trust 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, JHLICO is engaged in the business of rendering investment advice
under the Investment Advisers Act of 1940, and the Advisers is a state-
chartered bank exempt from registration under the Investment Advisers Act of
1940; and

WHEREAS, the Trust 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 Trust offers shares in several classes, one of which is
designated as the Managed Fund, (together with all other classes established by
the Trust, collectively referred to as the "Funds"), each of which pursues its
investment objectives through separate investment policies; and

WHEREAS, the Trust has retained JHLICO to render investment management
services to the Trust pursuant to an Investment Management Agreement dated as
of April 12, 1988 (the "Investment Management Agreement"), pursuant to which it
may contract with one or more sub-managers with respect to the Managed Fund;

NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties
hereto as follows:

1. Appointment of Sub-Manager.

(a) Subject Fund. Advisers is hereby appointed and Advisers hereby accepts
the appointment to act as an investment adviser and manager to the Managed Fund
(the "Subject Fund") for the period and on the terms herein set forth, for the
compensation herein provided.

(b) Incumbency Certificates. Advisers shall furnish to JHLICO, immediately
upon execution of this Agreement, a certificate of authorized personnel of
Advisers setting forth (by name and title, and including specimen signatures)
those individuals of Advisers who are authorized to act on behalf of the
Subject Fund pursuant to the provisions of this Agreement. Advisers shall
promptly provide further supplemental certificates, as needed, to reflect all
changes with respect to such authorized personnel for the Subject Fund. On
behalf of the Trust, JHLICO shall instruct the custodian for the Subject Fund
to accept instructions with respect to the Subject Fund from the authorized
personnel of Advisers so named.

(c) 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 Trust.

(d) Advisers' Representations. Advisers represents, warrants and agrees (i)
that it is a "bank" as defined in the Investment Advisers Act of 1940 and
exempt from registration as an investment adviser under the Investment Advisers
Act of 1940, (ii) that it will promptly notify JHLICO 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 JHLICO 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 Fund(s), (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 Trust and to JHLICO, and has adopted procedures reasonably designed
to prevent violations of such code, and (v) that, if applicable, it has

B-1-3
<PAGE>

furnished the Trust and JHLICO 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.

2. Provision of Investment Management Services.

Advisers will provide for the Subject Fund's assets as may be designated to
it by JHLICO from time to time (the "Subject Assets") a continuing and
suitable investment program consistent with the investment policies,
objectives and restrictions of said Fund, as established by the Trust and
JHLICO. From time to time, JHLICO or the Trust may provide Advisers in writing
(including, without limit, electronic communication) with additional or
amended investment policies, procedures, guidelines and restrictions with the
opportunity for prior review by Advisers. Advisers, as a sub-manager, will use
due care to manage the investment and reinvestment of the Subject Assets, and
perform the functions set forth below, subject to the overall supervision,
direction, control and review of JHLICO and the Board of Trustees of the
Trust, consistent with the applicable investment policies, guidelines and
restrictions, the provisions of the Trust's Declaration of Trust, Bylaws,
prospectus, statement of additional information (each as in effect from time
to time), provisions of the 1940 Act and all other applicable laws and
regulations deemed to be Sub-Advisers' duty under the Subject Funds'
compliance manual and procedures (including any applicable investment
restrictions imposed by state insurance laws and regulations or any directions
or instructions delivered to Advisers in writing by JHLICO or the Trust from
time to time) as is mutually agreed to from time to time, such agreement not
to be unreasonably withheld. In the event that, in addition to Advisers, other
investment advisers or sub-managers are appointed by the Trust or JHLICO to
render investment advisory services to the Subject Fund, JHLICO and the Trust
each acknowledges and agrees that Advisers will not be held responsible for
such other investment advisers' or sub-managers' compliance with policies and
limitations applicable to the Subject Fund. By its signature below, Advisers
acknowledges receipt of a copy of the Trust's 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) upon request, furnish the Trust with research, economic and
statistical data in connection with said Fund's investments and investment
policies including, without limit, investment policy decisions to be made
by the Trust's Board of Trustees or any committee thereof regarding the
Subject Fund;

(b) submit such reports and information as JHLICO or the Trust's Board of
Trustees may reasonably request, to reasonably assist the custodian in its
determination of the market value of securities held in the Subject Assets;

(d) give instructions to the Subject Fund's custodian concerning the
delivery of securities and transfer of cash for the Subject Assets;

(e) maintain and preserve the records relating to its activities
hereunder required by the 1940 Act to be maintained and preserved by the
Trust;

(f) at the close of business each day, provide JHLICO and the custodian
with copies of trade tickets for each transaction effected for the Subject
Assets, 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 JHLICO with written statements showing all transactions effected
for the Subject Assets during the month, a summary listing all investments
held in the Subject Assets as of the last day of the month, and such other
information as JHLICO may reasonably request in connection with the
accounting services that JHLICO provides for the Subject Fund;

(h) subject to its receipt of all necessary voting materials, vote all
proxies with respect to investments of the Subject Assets in accordance
with Advisers' proxy voting policy as most recently supplied to JHLICO, or
in such other manner as JHLICO and Advisers may reasonably agree upon from
time to time; and

B-1-4
<PAGE>

(i) provide timely information to JHLICO and the Trust concerning
Advisers and its activities hereunder in connection with the Subject Assets
to assure accurate disclosure of such matters (or information necessary to
make the statements not misleading) in any Prospectus, Statement of
Additional Information or registration statement of the Trust or JHLICO, or
in any sales literature or materials for the sale or distribution of the
Trust's shares, it being understood that JHLICO and the Trust shall
otherwise be solely responsible for the accuracy of such documents.

On its own initiative, Advisers will apprise JHLICO and the Trust of
important economic developments materially affecting the marketplace or the
Subject Assets, and will furnish JHLICO and the Trust's 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 Assets and Advisers' management
thereof, to educate JHLICO sales personnel with respect thereto (in such manner
and format as the parties reasonably agree upon from time to time), and for
such other purposes as the Trust or JHLICO may reasonably request.

The Trust and JHLICO will provide timely information to Advisers regarding
such matters as purchases and redemptions of shares in the Subject Fund and the
cash requirements of, and cash available for investment in, the Subject Fund.
JHLICO will timely provide Advisers with copies of monthly accounting
statements for the Subject Fund, and such other information (including, without
limitation, reports concerning the classification of portfolio securities of
the Subject Fund 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.

Advisers shall have no duty or obligation to the Trust or to JHLICO, and
shall not be expected or responsible to perform any service or function with
respect thereto, except as is expressly stated in this Agreement.

3. Allocation of Expenses.

Each party to this Agreement shall bear the costs and expenses of performing
its obligations hereunder. In this regard, the Trust specifically agrees to
assume the expense of:

(a) brokerage commissions for transactions in the portfolio investments
of the Trust 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 Trust to federal, state or other governmental
agencies; and

(d) interest payable on the Trust's borrowings.

Nothing in this Agreement shall alter the allocation of expenses and costs
agreed upon between the Trust and JHLICO in the Investment Management Agreement
or any other agreement to which they are parties.

4. Sub-Advisory Fees.

For all of the services rendered with respect to the Subject Assets as herein
provided, JHLICO shall pay to Advisers a fee (for the payment of which the
Trust shall have no obligation or liability), based on the Current Net Assets
(as defined below) of the Subject Assets, as set forth in Schedule I attached
hereto and made a part hereof. Such fee shall be accrued daily and payable
monthly, as soon as practicable after the last day of each calendar month. In
the case of termination of this Agreement with respect to the Subject Assets
during any calendar month, the fee with respect to the Subject Assets 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 net assets as of the most recent
preceding day for which that

B-1-5
<PAGE>

Subject Fund's net assets were determined by the Subject Fund's Custodian or by
the Subject Fund's administrator, as the case may be.

5. Portfolio Transactions.

In connection with the investment and reinvestment of the assets of the
Subject Assets, Advisers is authorized to select the brokers or dealers that
will execute purchase and sale transactions for the Subject Assets 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 Subject Assets. 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 Fund 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 Fund or to the Advisers,
and who charge a higher commission rate to the Subject Fund 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 Fund.

6. Ownership of Information, Records, and Confidentiality.

The Trust shall own and control all records maintained hereunder by Advisers
on the Trust's behalf and, in the event of termination of this Agreement with
respect to the Subject Assets for any reason, upon request of the Trust or its
designee, all records relating to the Subject Fund shall be promptly returned
to the Trust, 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 Trust,
promptly to surrender such books and records or, at its expense, copies
thereof, to the Trust or make such books and records available for audit or
inspection by representatives of regulatory authorities or other persons
reasonably designated by the Trust. Advisers further agrees that with respect
to its activities hereunder, it shall maintain, prepare and preserve such books
and records as are required in accordance with the 1940 Act and rules
thereunder, including but not limited to Rules 31a-1 and 31a-2, and supply all
information 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 Trust and JHLICO with
all statistical information regarding investments made on behalf of the Subject
Assets which is reasonably required by them and reasonably available to
Advisers.

7. Liability; Standard of Care.

B-1-6
<PAGE>

employ only qualified personnel to manage the Subject Assets; shall comply with
all applicable laws and regulations in the discharge of its duties under this
Agreement; shall (as provided in Section 2 above) use due care to comply with
the investment policies, guidelines and restrictions of the Subject Fund and
with the provisions of the Trust's Declaration of Trust, Bylaws, prospectus and
statement of additional information; shall manage the Subject Assets (subject
to the receipt of, and based upon the information contained in, periodic
reports from JHLICO or the custodian concerning the classification of Fund
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 Trust; and shall discharge its duties with the care,
skill, prudence and diligence under the circumstances then prevailing that a
prudent person acting in a like capacity and familiar with such matters would
use in the conduct of a similar enterprise. 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.

(a) Duration. This Agreement shall become effective with respect to the
Subject Fund on the date hereof and, unless terminated as herein provided,
shall remain in full force and effect for two years from the date hereof, and
shall continue in full force and effect thereafter so long as such continuance
is approved at least annually (a) by either the Board of Trustees of the Trust
or by vote of a majority of the outstanding voting shares of such Fund, and (b)
in either event by the vote of a majority of the trustees of the Trust 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 the Subject Fund shall be effective to continue this
Agreement with respect to such Fund notwithstanding (A) that this Agreement has
not been approved by the holders of a majority of the outstanding shares of any
other Fund affected hereby, and (B) that this Agreement has not been approved
by the vote of a majority of the outstanding shares of the Trust, 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 the Subject
Fund at any time, without payment of any penalty, by vote of the trustees of
the Trust or by vote of a majority of the outstanding shares of such Fund, by
Advisers on at least sixty days' written notice to the Trust and JHLICO, or by
JHLICO on at least sixty days' written notice to the Trust 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.

(a) The services of Advisers to the Trust 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 Fund management services and
advice to other investment companies, whether or not registered, and other
investment advisory clients.

(b) The parties agree that the name "Capital Guardian Trust Company", the
names of the Advisers' affiliates within The Capital Group Companies, Inc. as
listed on Schedule II to this Agreement, and any logo or trade or service mark
(including but not limited to the American Funds Group of mutual funds)
(collectively referred to as the "Protected Information"), are the valuable
property of the Advisers and its affiliates. The Trust

B-1-7
<PAGE>

and JHLICO shall have the right to use the Protected Information provided that,
prior to distribution of any materials which refer to Advisers or the Protected
Information, JHLICO shall consult with Advisers and shall furnish to Advisers a
copy of such materials. Advisers agrees to cooperate with JHLICO and to review
such materials promptly. JHLICO 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 the Protected Information are used.

10. Avoidance of Inconsistent Position.

In connection with the purchase and sale of portfolio securities of the
Subject Fund, 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 Fund with those for other accounts 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 agreed to by the
parties hereto. Additionally, no amendment of this Agreement shall be effective
with until approved specifically by (a) the Board of Trustees of the Trust, or
by vote of a majority of the outstanding shares of the Subject Fund, and (b) by
vote of a majority of those trustees of the Trust 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 Trust hereunder shall not
be binding upon any of the trustees, shareholders, officers, agents or
employees of the Trust personally, but only bind the trust property of the
Trust, as provided in the Trust's Declaration of Trust.

13. Notices.

ADVISERS: Capital Guardian Trust Company
333 South Hope Street
Los Angeles, CA 90072
Attn: Treasurer
Fax #: (213) 486-9218

JHLICO: John Hancock Life Insurance Company
200 Clarendon Street
P.O. Box 111
Boston, MA 02117
Attention: Raymond F. Skiba
Fax #: 617-572-4953

B-1-8
<PAGE>

TRUST: John Hancock Variable Series Trust I
200 Clarendon Street
P.O. Box 111
Boston, MA 02117
Attention: Raymond F. Skiba
Fax #: 617-572-4953

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.

B-1-9
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day first set forth above.

John Hancock Variable Series Trust I

Attest:

_____________________________________ By: _________________________________
Title:

John Hancock Life Insurance Company

Attest:

_____________________________________ By: _________________________________
Title:

Capital Guardian Trust Company

Attest:

_____________________________________ By: _________________________________
Title:

B-1-10
<PAGE>

SCHEDULE I

FEES

<TABLE>
<CAPTION>
Current Net Assets Under
Management Sub-Advisory Fee
------------------------ ----------------
<S> <C>
On the first $150
million of Subject
Assets................. 50 basis points (0.50%) per annum
On the next $150 million
of Subject Assets...... 45 basis points (0.45%) per annum
On the first $200
million of Subject
Assets................. 30 basis points (0.30%) per annum
On Subject Assets over
$500 million........... 25 basis points (0.25%) per annum
</TABLE>

B-1-11
<PAGE>

SCHEDULE II

The Capital Group Companies, Inc. and its Affiliates

<TABLE>
<C> <S>
1.AFD American Funds Distributors, Inc.
2.AFS American Funds Service Company
3.CGC The Capital Group Companies, Inc.
4.CGII Capital Group International, Inc.
5.CGRI Capital Group Research, Inc.
6.CGCI Capital Guardian (Canada), Inc.
7.CGRC Capital Guardian Research Company
8.CGTC Capital Guardian Trust Company
9.CGTN Capital Guardian Trust Company, a Nevada Corporation
10.CIAC Capital International Advisory Company S.A.
11.CIACFMC Capital International All Countries Fund Management Company S.A.
12.CIEFMC Capital International Europe Fund Management Company
13.CIGSMC Capital International Global Small Cap Fund Management Company S.A.
14.CII Capital International, Inc.
15.CIKK Capital International K.K.
16.CIKFMC Capital International Kokusai Fund Management Company S.A.
17.CIL Capital International Limited
18.CIL-B Capital International Limited (Bermuda)
19.CIMC Capital International Management Company S.A.
20.CIRI Capital International Research, Inc.
21.CISA Capital International S.A.
22.CMS Capital Management Services, Inc.
23.CRC Capital Research Company
24.CRMC Capital Research and Management Company
25.CSR Capital Strategy Research, Inc.
26.CIHACFMC CIHAC Fund Management Company S.A.
</TABLE>

B-1-12
<PAGE>

(Managed Fund)

SUB-INVESTMENT MANAGEMENT AGREEMENT

AMONG

JOHN HANCOCK VARIABLE SERIES TRUST I

INDEPENDENCE INVESTMENT ASSOCIATES, INC.

AND

JOHN HANCOCK LIFE INSURANCE COMPANY

B-1-13
<PAGE>

SUB-INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made as of the day of , 2000 by and among John Hancock
Variable Series Trust I, a Massachusetts business trust (the "Trust"),
Independence Investment Associates, Inc., a Delaware corporation ("IIA"), and
John Hancock Life Insurance Company, a Massachusetts corporation ("JHLICO").

WHEREAS, the Trust 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, JHLICO and IIA are engaged in the business of rendering investment
advice under the Investment Advisers Act of 1940; and

WHEREAS, the Trust 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 Trust offers shares in several classes, one of which is
designated as the Managed Fund, (together with all other classes established
by the Trust, the "Funds"), each of which pursues its investment objectives
through separate investment policies; and

WHEREAS, the Trust has retained JHLICO to render investment management
services to the Trust pursuant to an Investment Management Agreement dated as
of April 12, 1988 (the "Investment Management Agreement"), pursuant to which
it may contract with one or more investment advisers 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 Fund. IIA is hereby appointed and IIA hereby accepts the
appointment to act as an investment adviser and manager to the Managed Fund
(the "Subject Fund"), effective , 2000, for the period and on the terms
herein set forth, for the compensation herein provided.

(b) Additional Subject Funds. In the event that the Trust and JHLICO desire
to retain IIA to render investment advisory services hereunder for any other
Fund, they shall so notify IIA in writing. If it is willing to render such
services, IIA shall notify the Trust in writing, whereupon such Fund shall
become a Subject Fund hereunder.

(c) Independent Contractor. IIA 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 Trust.

2. Provision of Investment Management Services.

IIA will provide for such portion of the Subject Fund's assets as may be
designated to it by JHLICO from time to time (the "Subject Assets") a
continuing and suitable investment program consistent with the investment
policies, objectives and restrictions of said Fund, as furnished to IIA by
JHLICO in writing from time to time. IIA will manage the investment and
reinvestment of the the Subject Assets, and perform the functions set forth
below, subject to the overall supervision, direction, control and review of
the Board of Trustees of the Trust, JHLICO and, as in effect from time to
time, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus,
statement of additional information (all as furnished to IIA by JHLICO in
writing 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, all as
delivered to IIA in writing by JHLICO or the Trust from time to time).

B-1-14
<PAGE>

IIA will have investment discretion with respect to the Subject Assets and
will, at its own expense:

(a) upon request, advise the Trust in connection with investment
decisions to be made by its Board of Trustees or any committee thereof
regarding the Subject Assets and furnish the Trust with research, economic
and statistical data in connection with investments and investment policies
for the Subject Assets;

(b) submit such reports relating to the valuation of the Subject Assets
as the Trust's Board of Trustees may reasonably request;

(d) maintain and preserve the records relating to its activities
hereunder, including those records required by the 1940 Act to be
maintained by it and preserved by the Trust, to the extent not maintained
by the Trust's custodian, transfer agent or JHLICO; and

(e) subject to its receipt of all necessary voting materials, in its
discretion, as it deems advisable in the best interests of the Subject
Fund, vote, or cause to be voted, any or all proxies with respect to the
Subject Assets in accordance with IIA's proxy voting policy as most
recently provided to JHLICO.

The Trust and JHLICO will provide timely information to IIA regarding such
matters as purchases and redemptions of shares with respect to the Subject
Assets and the cash requirements of, and cash available for investment in, the
Subject Assets, and all information (including, without limitation, reports
concerning the classification of Fund 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 IIA to perform its
responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and
the Trust of important developments materially affecting the Subject Assets and
will furnish JHLICO and the Trust's Board of Trustees from time to time such
information as is appropriate for this purpose.

3. Allocation of Expenses.

Each party to this Agreement shall bear the costs and expenses of performing
its obligations hereunder. In this regard, the Trust specifically agrees,
without limitation, to assume the expense of:

(i) brokerage commissions for transactions in the portfolio investments
of the Subject Assets and similar fees, charges and expenses incurred in
connection with the acquisition, disposition, lending or borrowing of such
portfolio investments;

(ii) all taxes, including issuance and transfer taxes, and reserves for
taxes payable by the Trust to federal, state or other governmental
agencies; and

(iii) interest payable on the Trust's borrowings.

4. Sub-Advisory Fees.

For all of the services rendered as herein provided, JHLICO shall pay to IIA
a fee (for payment of which the Trust shall have no obligation or liability)
based on the Current Net Assets of the Subject Assets, as set forth in Schedule
I attached hereto and made a part hereof. The fee shall be accrued daily and
payable monthly, as soon as practicable after the last day of each calendar
month. In the case of termination of this Agreement with respect to the Subject
Assets during any calendar month, the fee with respect to such Subject Assets
accrued to termination shall be paid promptly following such termination.

"Current Net Assets" of the Subject Assets for purposes of computing the
amount of advisory fee accrued for any day shall mean the net assets of the
Subject Assets as of the most recent preceding day for which the Subject
Assets' net assets were computed.

B-1-15
<PAGE>

5. Fund Transactions.

In connection with the investment and reinvestment of the assets of the
Subject Fund, IIA is authorized to select the brokers or dealers that will
execute purchase and sale transactions for the Subject Assets and to use its
best efforts to obtain best execution with respect to all such purchases and
sales of Fund securities for said Subject Assets. IIA shall maintain records
reasonably adequate to demonstrate compliance with this requirement. Subject to
this primary requirement, and maintaining as its first consideration the
benefits to the Subject Fund and its shareholders, IIA 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 Fund or to IIA, and
who charge a higher commission rate to the Subject Fund than may result when
allocating brokerage solely on the basis of seeking the most favorable price
and execution. IIA shall determine in good faith that such higher cost was
reasonable in relation to the value of the brokerage and research services
provided.

The fees payable to IIA by JHLICO hereunder shall be reduced by any tender
offer solicitation fees or similar payments received by IIA, in connection with
the tender of investments of any Subject Assets (less direct expenses incurred
by IIA in connection with obtaining such fees or payments), to the extent not
otherwise paid or credited to the Subject Fund.

6. Information, Records, and Confidentiality.

The Trust shall own and control all records maintained hereunder by IIA on
the Trust's behalf and, in the event of termination of this Agreement with
respect to the Subject Fund for any reason, all records (or true and complete
copies thereof) relating to that Fund shall be promptly returned to the Trust,
free from any claim or retention of rights by IIA. IIA also agrees, upon
request of the Trust, promptly to surrender such books and records or, at its
expense, copies thereof, to the Trust or make such books and records available
for inspection by representatives of regulatory authorities or other persons
reasonably designated by the Trust. IIA further agrees to 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, requested by
any insurance regulatory authorities to determine whether all insurance laws
and regulations are being complied with.

IIA 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 (i) to John Hancock Life Insurance Company, or to any other
person or entity that directly or indirectly owns all or substantially all of
the IIA's capital stock; (ii) if the Trust or JHLICO has authorized such
disclosure, or (iii) if such disclosure is expressly required by applicable
federal or state regulatory authorities or court proceedings.

IIA shall supply the Board of Trustees and officers of the Trust and JHLICO
with all statistical information regarding investments which is reasonably
required by them and reasonably available to it.

7. Liability; Standard of Care.

No provision of this Agreement shall be deemed to protect IIA or JHLICO
against any liability to the Trust 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, as applicable. Nor shall any provision hereof be deemed to protect
any trustee or officer of the Trust against any such liability to which he
might otherwise be subject by reason of any willful misfeasance, bad faith or
negligence in the performance of his duties or the reckless disregard of his
obligations and duties. IIA shall employ only qualified personnel to manage the
Subject Assets; shall comply with all applicable laws and regulations in the
discharge of its duties under this Agreement (provided that copies of any
applicable investment restrictions imposed by state insurance laws and
regulations

B-1-16
<PAGE>

shall be furnished to IIA by JHLICO); shall (as provided in Section 2 above)
comply with the investment policies, guidelines and restrictions of the Subject
Fund and with the provisions of the Trust's Declaration of Trust, Bylaws,
prospectus and statement of additional information, all as furnished to IIA by
JHLICO in writing from time to time; shall manage the Subject Assets (subject
to the receipt of, and based upon the information contained in, periodic
reports from JHLICO or the custodian concerning the classification of Fund
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 in its
management of the Subject Assets in the best interests of the Trust, subject
however to its duties to other clients as described in Section 9 below; and
shall discharge its duties with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of a similar
enterprise. However, IIA 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.

(a) Duration. This Agreement shall become effective with respect to the
Managed Fund on the date set forth in Section 1(a) hereof and, with respect to
any additional Subject Fund, on the date of receipt by the Trust of notice from
IIA in accordance with Paragraph 1(b) hereof that it is willing to serve with
respect to such Fund. 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 Fund and, with respect to each additional
Subject Fund, until two years following the date on which such Fund becomes a
Subject Fund hereunder, and shall continue in full force and effect thereafter
with respect to each Subject Fund so long as such continuance with respect to
any such Fund is approved at least annually (a) by either the Board of Trustees
of the Trust or by vote of a majority of the outstanding voting shares of such
Fund, and (b) in either event by the vote of a majority of the trustees of the
Trust 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 Fund shall be effective to continue this
Agreement with respect to any such Fund notwithstanding (A) that this Agreement
has not been approved by the holders of a majority of the outstanding shares of
any other Fund affected hereby, and (B) that this Agreement has not been
approved by the vote of a majority of the outstanding shares of the Trust,
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
Fund at any time, without payment of any penalty, by the Trust pursuant to a
vote of the trustees of the Trust or a vote of a majority of the outstanding
shares of such Fund, which termination shall be effective immediately upon
delivery of notice thereof to IIA and JHLICO. This Agreement may be terminated
by IIA on at least sixty days' prior written notice to the Trust and JHLICO, or
by JHLICO on at least sixty days' prior written notice to the Trust and IIA.
Transactions already entered into by IIA but not yet settled at the time of any
such termination shall settle for the account of the Trust.

(c) Automatic Termination. This Agreement shall automatically and immediately
terminate in the event of its assignment or if the Investment Management
Agreement is terminated.

9. Services not Exclusive.

B-1-17
<PAGE>

officers and employees of IIA 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.

Nothing in this Agreement shall limit or restrict IIA or any of its officers,
affiliates or employees from buying, selling or trading in any securities for
its or their own accounts; provided, however, that no such person shall
purchase securities from or sell securities to the Subject Fund except as
permitted under applicable laws and regulations, including without limitation
the 1940 Act and the Investment Advisers Act of 1940, and the rules and
regulations thereunder. The Trust acknowledges that IIA and its officers,
affiliates and employees, and its and their other clients, may at any time
have, acquire, increase, decrease or dispose of positions in investments which
are at the same time being acquired or disposed of under this Agreement. IIA
shall have no obligation to acquire for the Subject Fund a position in any
investment which IIA, its officers, affiliates or employees may acquire for
their own accounts or for the account of another client, if in the sole
discretion of IIA it is not feasible or desirable to do so.

10. Avoidance of Inconsistent Position.

In connection with the purchase and sale of portfolio securities of the
Subject Assets, IIA and its directors, officers and employees will not act as
principal or agent or receive any commission, except as may be permitted under
applicable laws and regulations and the policies and procedures of the Trust in
effect from time to time. Nothing in this Agreement, however, shall preclude
the combination of orders for the sale or purchase of portfolio securities of
the Subject Assets with those for other accounts managed by IIA or its
affiliates, if orders are allocated in a manner deemed equitable by IIA 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 signed by a duly
authorized officer of the party or parties intending to be bound thereby. No
amendment of this Agreement shall be effective until approved specifically by
(a) the Board of Trustees of the Trust, or by vote of a majority of the
outstanding shares of the Subject Fund, and (b) by vote of a majority of those
Trustees of the Trust 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.

13. 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.

14. 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 (provided that any notice delivered by facsimile shall
be followed promptly by a duplicate notice delivered by another permitted
method of delivery), by hand or by commercial overnight delivery service,
addressed as follows:

B-1-18
<PAGE>

IIA:
Independence Investment Associates, Inc.
53 State Street
Boston, MA 02109
Attention: President
Fax #: 617-228-8895

JHMLICO:
John Hancock Life Insurance Company
200 Clarendon Street
P.O. Box 111
Boston, MA 02117
Attention: Raymond F. Skiba
Fax #: 617-375-4835

TRUST:
John Hancock Variable Trust Trust I
200 Clarendon Street
P.O. Box 111
Boston, MA 02117
Attention: Raymond F. Skiba
Fax #: 617-375-4835

15. Assignment.

This Agreement may not be assigned by any party, either in whole or in part.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day first set forth above.

John Hancock Variable Series Trust I

By: _________________________________
Title: Chairman and CEO

John Hancock Life Insurance Company

By: _________________________________
Title: Vice President

Independence Investment Associates,
Inc.

By: _________________________________
Title:

B-1-19
<PAGE>

SCHEDULE I

FEES

<TABLE>
<CAPTION>
Current Net Assets Under Management Sub-Advisory Fee
----------------------------------- ----------------
<S> <C>
On the first $500 million................ 30 basis points (0.30%) per annum
On the next $500 million................. 26.25 basis points (0.2625%) per annum
On amounts over $1 billion............... 22.5 basis points (0.225%) per annum
</TABLE>

B-1-20
<PAGE>

Appendix B-2

PROPOSALS 2A and 2B--FORMS OF MULTI-MANAGER
SUB-INVESTMENT MANAGEMENT AGREEMENT

The Putnam Sub-Investment Management Agreement to be voted upon begins on
the following page. It will be dated and signed on or within a reasonable time
after approval by Shareholders of the Growth & Income Fund.

The IIA Sub-Investment Management Agreement to be voted upon begins on page
B-2-11. It will be dated and signed on or within a reasonable time after
approval by Shareholders of the Growth & Income Fund.

B-2-1
<PAGE>

(Growth & Income)

SUB-INVESTMENT MANAGEMENT AGREEMENT

AMONG

JOHN HANCOCK VARIABLE SERIES TRUST I

JOHN HANCOCK LIFE INSURANCE COMPANY

AND

PUTNAM INVESTMENT MANAGEMENT, INC.

B-2-2
<PAGE>

SUB-INVESTMENT MANAGEMENT AGREEMENT

WHEREAS, the Trust 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, JHLICO and Advisers are each engaged in the business of rendering
investment advice under the Investment Advisers Act of 1940; and

WHEREAS, the Trust 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 Trust offers shares in several classes, one of which is
designated as the Growth & Income Fund, (together with all other classes
established by the Trust, collectively referred to as the "Funds"), each of
which pursues its investment objectives through separate investment policies;
and

WHEREAS, the Trust has retained JHLICO to render investment management
services to the Trust pursuant to an Investment Management Agreement dated as
of April 12, 1988 (the "Investment Management Agreement"), pursuant to which
it may contract with one or more sub-managers with respect to the Growth &
Income Fund.

NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties
hereto as follows:

1. Appointment of Sub-manager

(a) Subject Fund. Advisers is hereby appointed and Advisers hereby accepts
the appointment to act as an investment adviser and manager to the Growth &
Income Fund (the "Subject Fund") for the period and on the terms herein set
forth, for the compensation herein provided.

(b) Incumbency Certificates. Advisers shall furnish to JHLICO, 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 employees of Advisers who are authorized to issue instructions for
trades for the Subject Fund pursuant to the provisions of this Agreement.
Advisers shall promptly provide supplemental certificates, as needed, to
reflect all changes with respect to such employees for any Subject Fund. On
behalf of the Trust, JHLICO shall instruct the custodian for the Subject Fund
to accept instructions with respect to the Subject Fund from the employees of
Advisers so named.

(d) 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 JHLICO 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 JHLICO 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 Fund(s), (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 Trust and to JHLICO, and has adopted
procedures designed to prevent violations of such code, and (v) that it has
furnished the Trust and

B-2-3
<PAGE>

JHLICO 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.

2. Provision of Investment Management Services.

Advisers will provide for the Subject Fund's assets as may be designated to
it by JHLICO from time to time (the "Subject Assets") a continuing and suitable
investment program consistent with the investment policies, objectives and
restrictions of said Fund, as set forth in the Subject Fund's current
Prospectus and Statement of Additional Information. From time to time, JHLICO
or the Trust may provide Advisers in writing (including, without limit,
electronic communication) with additional or amended investment policies,
guidelines and restrictions. Advisers, as a sub-manager, will manage the
investment and reinvestment of the Subject Assets, and perform the functions
set forth below, subject to the overall supervision, direction, control and
review of JHLICO and the Board of Trustees of the Trust, consistent with the
applicable investment policies, guidelines and restrictions, the provisions of
the Trust's 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, each as delivered to Advisers in writing by JHLICO or the
Trust from time to time). In the event that, in addition to Advisers, other
investment advisers or sub-managers are appointed by the Trust or JHLICO to
render investment advisory services to the Subject Fund, JHLICO and the Trust
each acknowledges and agrees that Advisers will not be held responsible for
such other investment advisers' or sub-managers' compliance with policies and
limitations applicable to the Subject Fund. By its signature below, Advisers
acknowledges receipt of a copy of the Trust's 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 Subject Fund in connection with investment policy
decisions regarding the Subject Assets and, upon request, furnish the Trust
with research, economic and statistical data in connection with investments
and investment policies for the Subject Assets;

(b) submit such reports and information as JHLICO or the Trust's Board of
Trustees may reasonably request, to assist the custodian in its
determination of the market value of securities held in the Subject Assets
(it being understood that Advisers is not responsible for the pricing of
the Subject Assets);

(d) give instructions to the Subject Fund's custodian concerning the
delivery of securities and transfer of cash for the Subject Assets;

(e) maintain and preserve the records relating to its activities
hereunder required by the 1940 Act to be maintained and preserved by the
Trust, to the extent not maintained by the custodian, transfer agent or
JHLICO;

(f) at the close of business each day, provide JHLICO and the custodian
with copies of trade tickets, and a daily summary sufficient to verify
trade data received by the custodian from third parties for each
transaction effected for the Subject Assets;

(h) absent specific instructions to the contrary provided to it by JHLICO
and subject to its receipt of all necessary voting materials, vote all
proxies with respect to investments of the Subject Assets in accordance
with Advisers' proxy voting policy as most recently provided to JHLICO.

B-2-4
<PAGE>

On its own initiative, Advisers will apprise JHLICO and the Trust of
important political and economic developments materially affecting the
marketplace or the Subject Assets, and will furnish JHLICO and the Trust's
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 Assets
and Advisers' management thereof, to educate JHLICO sales personnel with
respect thereto, and for such other purposes as the Trust or JHLICO may
reasonably request.

The Trust and JHLICO will provide timely information to Advisers regarding
such matters as purchases and redemptions of shares in the Subject Fund and
the cash requirements of, and cash available for investment in, the Subject
Fund. JHLICO will timely provide Advisers with copies of monthly accounting
statements for the Subject Fund, and such other information (including,
without limitation, reports concerning the classification of portfolio
securities for purposes of Subchapter M of the Internal Revenue Code of 1986,
as amended (the "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 Trust specifically agrees to
assume the expense of:

(i) brokerage commissions for transactions in the portfolio investments
of the Trust and similar fees and charges for the acquisition, disposition,
lending or borrowing of such portfolio investments;

(ii) custodian fees and expenses;

(iii) all taxes, including issuance and transfer taxes, and reserves for
taxes payable by the Trust to federal, state or other governmental
agencies; and

(iv) interest payable on the Trust's borrowings.

Nothing in this Agreement shall alter the allocation of expenses and costs
agreed upon between the Trust and JHLICO in the Investment Management
Agreement or any other agreement to which they are parties.

4. Sub-Advisory Fees.

For all of the services rendered with respect to the Subject Assets as
herein provided, JHLICO shall pay to Advisers a fee (for the payment of which
the Trust shall have no obligation or liability), based on the Current Net
Assets (as defined below) of the Subject Assets, as set forth in Schedule I
attached hereto and made a part hereof. Such fee shall be accrued daily and
payable monthly, as soon as practicable after the last day of each calendar
month. In the case of termination of this Agreement with respect to the
Subject Assets during any calendar month, the fee with respect to the Subject
Assets 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 net assets as of
the most recent preceding day for which the Subject Fund's net assets were
computed.

5. Portfolio Transactions.

In connection with the investment and reinvestment of the Subject Assets,
Advisers is authorized to select the brokers or dealers that will execute
purchase and sale transactions for the Subject Assets 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
Subject Assets. 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 Fund 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 Fund or to the Advisers, and who charge a
higher commission rate to the Subject Fund than may result when allocating
brokerage solely on the

B-2-5
<PAGE>

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 Fund.

6. Ownership of Information, Records, and Confidentiality.

Except for such records Advisers is required to maintain under the
Investment Advisers Act of 1940, as amended, the Trust shall own and control
all records maintained hereunder by Advisers on the Trust's behalf and, in the
event of termination of this Agreement with respect to the Subject Assets for
any reason, all records relating to the Subject Fund owned by the Trust shall
be promptly returned to the Trust, 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 Trust, promptly to surrender such books and records or, at its expense,
copies thereof, to the Trust or make such books and records available for
audit or inspection by representatives of regulatory authorities or other
persons reasonably designated by the Trust. Advisers further agrees to
maintain, prepare and preserve such books and records as it is required to as
an investment sub-adviser to the Trust in accordance with the 1940 Act and
rules thereunder, including but not limited to Rules 31a-1 and 31a-2, and to
supply all such information related to the Subject Fund as may be requested by
any insurance regulatory authorities in connection with such insurance
authorities' administration of insurance laws and regulations. Advisers shall
supply the Board of Trustees and officers of the Trust and JHLICO with all
statistical information regarding investments made on behalf of the Subject
Assets 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 Trust has authorized such
disclosure, or if such disclosure is expressly requested by applicable federal
or state regulatory authorities. Advisers shall provide reasonable notice to
the Trust of any such disclosure to applicable federal or state regulatory
officials in connection with any audit of the Subject Fund or the Trust, and
in any event, Advisers shall provide reasonable notice to the Trust of any
threatened, pending or final regulatory enforcement or other disciplinary
action involving Advisers.

7. Liability; Standard of Care.

Advisers shall be liable to JHLICO, the Trust or the Trust's shareholders
for losses resulting from any willful misfeasance, bad faith or negligence in
the performance of Advisers' duties or the reckless disregard of its
obligations and duties under this Agreement or the Investment Management
Agreement. No provision hereof shall be deemed to protect any trustee or
officer of the Trust 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
Assets; 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 Fund and with the provisions of the Trust's Declaration of Trust,
Bylaws, prospectus and statement of additional information; shall manage the
Subject Assets (subject to the receipt of, and based upon the information
contained in, periodic reports from JHLICO or the custodian concerning the
classification of Fund 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 Trust; and shall discharge its
duties with the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent person acting in a like capacity and familiar
with such matters would use in the conduct of a similar enterprise. 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.

B-2-6
<PAGE>

8. Duration and Termination of this Agreement.

(a) Duration. This Agreement shall become effective with respect to the
Subject Fund on the date hereof and, unless terminated as herein provided,
this Agreement shall remain in full force and effect for two years from the
date hereof and shall continue in full force and effect thereafter so long as
such continuance is approved at least annually (a) by either the Board of
Trustees of the Trust or by vote of a majority of the outstanding voting
shares of such Fund, and (b) in either event by the vote of a majority of the
trustees of the Trust 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.

(b) Any approval of this Agreement by the holders of a majority of the
outstanding shares of the Subject Fund shall be effective to continue this
Agreement with respect to any such Fund notwithstanding (A) that this
Agreement has not been approved by the holders of a majority of the
outstanding shares of any other Fund affected hereby, and (B) that this
Agreement has not been approved by the vote of a majority of the outstanding
shares of the Trust, 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.

(c) Termination. This Agreement may be terminated at any time, without
payment of any penalty, by the Trust pursuant to a vote of the trustees of the
Trust or a vote of a majority of the outstanding shares of the Subject Fund,
which termination shall be effective immediately upon delivery of notice
thereof to Advisers and JHLICO. This Agreement may be terminated by Advisers
on at least ninety days' prior written notice to the Trust and JHLICO, and may
be terminated by JHLICO on at least ninety days' prior written notice to the
Trust and Advisers.

(d) Automatic Termination. This Agreement shall automatically and
immediately terminate in the event of its assignment or if the Investment
Management Agreement is terminated.

9. Services not Exclusive; Use of Advisers' Name and Logo.

(b) During the term of this Agreement, JHLICO and the Trust shall have the
non-exclusive and non-transferable right to use Advisers' name and logo in all
materials relating to the Subject Fund, including all prospectuses, proxy
statements, reports to shareholders, sales literature and other written
materials prepared for distribution to shareholders of the Trust or the
public. However, prior to distribution of any materials which refer to
Advisers or use its logo, JHLICO shall consult with Advisers and shall furnish
to Advisers a copy of such materials. Advisers agrees to cooperate with JHLICO
and to review such materials promptly. JHLICO shall not distribute such
materials if Advisers reasonably objects in writing, within ten (10) 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 Assets, 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 Assets 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.

B-2-7
<PAGE>

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 until approved specifically by (a) the Board of
Trustees of the Trust, or by vote of a majority of the outstanding shares of
the Subject Fund, and (b) by vote of a majority of those trustees of the Trust
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.

13. Notices

ADVISERS: Putnam Investment Management, Inc.
One Post Office Square
Boston, Mass 02109
Fax #: 617-292-1625

JHLICO: John Hancock Life Insurance Company
200 Clarendon Street
P.O. Box 111
Boston, MA 02117
Attention: Raymond F. Skiba
Fax #: 617-572-4953

TRUST: John Hancock Variable Series Trust I
200 Clarendon Street
P.O. Box 111
Boston, MA 02117
Attention: Raymond F. Skiba
Fax #: 617-572-4953

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.

B-2-8
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day first set forth above.

John Hancock Variable Series Trust I

Attest:

_____________________________________ By: _________________________________
Title:

John Hancock Life Insurance Company

Attest:

_____________________________________ By: _________________________________
Title:

Putnam Investment Management, Inc.

Attest:

_____________________________________ By: _________________________________
Title:

B-2-9
<PAGE>

SCHEDULE I

FEES

<TABLE>
<CAPTION>
Current Net Assets Under
Management Sub-Advisory Fee
------------------------ ----------------
<S> <C>
On the first
$150,000,000 of Subject
Assets................. 50 basis points (0.50%) per annum
On the next $150,000,000
of Subject Assets...... 45 basis points (0.45%) per annum
On Subject Assets over
$300,000............... 35 basis points (0.35%) per annum
</TABLE>

B-2-10
<PAGE>

(Growth & Income Fund)

SUB-INVESTMENT MANAGEMENT AGREEMENT

AMONG

JOHN HANCOCK VARIABLE SERIES TRUST I

INDEPENDENCE INVESTMENT ASSOCIATES, INC.

AND

JOHN HANCOCK LIFE INSURANCE COMPANY

B-2-11
<PAGE>

SUB-INVESTMENT MANAGEMENT AGREEMENT

WHEREAS, the Trust 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, JHLICO and IIA are engaged in the business of rendering investment
advice under the Investment Advisers Act of 1940; and

WHEREAS, the Trust 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 Trust offers shares in several classes, one of which is
designated as the Growth & Income Fund, (together with all other classes
established by the Trust, the "Funds"), each of which pursues its investment
objectives through separate investment policies; and

NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties
hereto as follows:

1. Appointment of Sub-Manager

(a) Subject Fund. IIA is hereby appointed and IIA hereby accepts the
appointment to act as an investment adviser and manager to the Growth & Income
Fund (the "Subject Fund"), effective , 2000, for the period and on the
terms herein set forth, for the compensation herein provided.

(c) Independent Contractor. IIA 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 Trust.

2. Provision of Investment Management Services.

IIA will provide for such portion of the Subject Fund's assets as may be
designated to it by JHLICO from time to time (the "Subject Assets") a
continuing and suitable investment program consistent with the investment
policies, objectives and restrictions of said Fund, as furnished to IIA by
JHLICO in writing from time to time. IIA will manage the investment and
reinvestment of the the Subject Assets, and perform the functions set forth
below, subject to the overall supervision, direction, control and review of the
Board of Trustees of the Trust, JHLICO and, as in effect from time to time, the
provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement
of additional information (all as furnished to IIA by JHLICO in writing 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, all as delivered to IIA
in writing by JHLICO or the Trust from time to time).

B-2-12
<PAGE>

IIA will have investment discretion with respect to the Subject Assets and
will, at its own expense:

(b) submit such reports relating to the valuation of the Subject Assets
as the Trust's Board of Trustees may reasonably request;

The Trust and JHLICO will provide timely information to IIA regarding such
matters as purchases and redemptions of shares with respect to the Subject
Assets and the cash requirements of, and cash available for investment in, the
Subject Assets, and all information (including, without limitation, reports
concerning the classification of Fund 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 IIA to perform its
responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and
the Trust of important developments materially affecting the Subject Assets
and will furnish JHLICO and the Trust's Board of Trustees from time to time
such information as is appropriate for this purpose.

3. Allocation of Expenses.

Each party to this Agreement shall bear the costs and expenses of performing
its obligations hereunder. In this regard, the Trust specifically agrees,
without limitation, to assume the expense of:

(ii) all taxes, including issuance and transfer taxes, and reserves for
taxes payable by the Trust to federal, state or other governmental
agencies; and

(iii) interest payable on the Trust's borrowings.

Nothing in this Agreement shall alter the allocation of expenses and costs
agreed upon between the Trust and JHLICO in the Investment Management
Agreement or any other agreement to which they are parties.

4. Sub-Advisory Fees.

For all of the services rendered as herein provided, JHLICO shall pay to IIA
a fee (for payment of which the Trust shall have no obligation or liability)
based on the Current Net Assets of the Subject Assets, as set forth in
Schedule I attached hereto and made a part hereof. The fee shall be accrued
daily and payable monthly, as soon as practicable after the last day of each
calendar month. In the case of termination of this Agreement with respect to
the Subject Assets during any calendar month, the fee with respect to such
Subject Assets accrued to termination shall be paid promptly following such
termination.

B-2-13
<PAGE>

5. Fund Transactions.

6. Information, Records, and Confidentiality.

IIA shall supply the Board of Trustees and officers of the Trust and JHLICO
with all statistical information regarding investments which is reasonably
required by them and reasonably available to it.

7. Liability; Standard of Care.

B-2-14
<PAGE>

policies, guidelines and restrictions of the Subject Fund and with the
provisions of the Trust's Declaration of Trust, Bylaws, prospectus and
statement of additional information, all as furnished to IIA by JHLICO in
writing from time to time; shall manage the Subject Assets (subject to the
receipt of, and based upon the information contained in, periodic reports from
JHLICO or the custodian concerning the classification of Fund 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 in its management of the Subject
Assets in the best interests of the Trust, subject however to its duties to
other clients as described in Section 9 below; and shall discharge its duties
with the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent person acting in a like capacity and familiar with
such matters would use in the conduct of a similar enterprise. However, IIA
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.

(a) Duration. This Agreement shall become effective with respect to the
Growth & Income Fund on the date set forth in Section 1(a) hereof and, with
respect to any additional Subject Fund, on the date of receipt by the Trust of
notice from IIA in accordance with Paragraph 1(b) hereof that it is willing to
serve with respect to such Fund. 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 Fund and, with respect to each
additional Subject Fund, until two years following the date on which such Fund
becomes a Subject Fund hereunder, and shall continue in full force and effect
thereafter with respect to each Subject Fund so long as such continuance with
respect to any such Fund is approved at least annually (a) by either the Board
of Trustees of the Trust or by vote of a majority of the outstanding voting
shares of such Fund, and (b) in either event by the vote of a majority of the
trustees of the Trust 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.

(c) Automatic Termination. This Agreement shall automatically and immediately
terminate in the event of its assignment or if the Investment Management
Agreement is terminated.

9. Services not Exclusive.

The services of IIA to the Trust 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 IIA 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.

B-2-15
<PAGE>

Nothing in this Agreement shall limit or restrict IIA or any of its
officers, affiliates or employees from buying, selling or trading in any
securities for its or their own accounts; provided, however, that no such
person shall purchase securities from or sell securities to the Subject Fund
except as permitted under applicable laws and regulations, including without
limitation the 1940 Act and the Investment Advisers Act of 1940, and the rules
and regulations thereunder. The Trust acknowledges that IIA and its officers,
affiliates and employees, and its and their other clients, may at any time
have, acquire, increase, decrease or dispose of positions in investments which
are at the same time being acquired or disposed of under this Agreement. IIA
shall have no obligation to acquire for the Subject Fund a position in any
investment which IIA, its officers, affiliates or employees may acquire for
their own accounts or for the account of another client, if in the sole
discretion of IIA it is not feasible or desirable to do so.

10. Avoidance of Inconsistent Position.

In connection with the purchase and sale of portfolio securities of the
Subject Assets, IIA and its directors, officers and employees will not act as
principal or agent or receive any commission, except as may be permitted under
applicable laws and regulations and the policies and procedures of the Trust
in effect from time to time. Nothing in this Agreement, however, shall
preclude the combination of orders for the sale or purchase of portfolio
securities of the Subject Assets with those for other accounts managed by IIA
or its affiliates, if orders are allocated in a manner deemed equitable by IIA
among the accounts and at a price approximately averaged.

11. Amendment.

12. Limitation of Liability.

13. 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.

14. Notices.

IIA: Independence Investment Associates, Inc.
53 State Street
Boston, MA 02109
Attention: President
Fax #: 617-228-8895

B-2-16
<PAGE>

JHMLICO: John Hancock Life Insurance Company
200 Clarendon Street
P.O. Box 111
Boston, MA 02117
Attention: Raymond F. Skiba
Fax #: 617-375-4835

TRUST: John Hancock Variable Trust Trust I
200 Clarendon Street
P.O. Box 111
Boston, MA 02117
Attention: Raymond F. Skiba
Fax #: 617-375-4835

15. Assignment.

This Agreement may not be assigned by any party, either in whole or in part.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day first set forth above.

John Hancock Variable Series Trust I

By: _________________________________
Title: Chairman and CEO

John Hancock Life Insurance Company

By: _________________________________
Title: Vice President

Independence Investment Associates,
Inc.

By: _________________________________
Title:

B-2-17
<PAGE>

SCHEDULE I

FEES

<TABLE>
<CAPTION>
Current Net Assets Under Management Sub-Advisory Fee
----------------------------------- ----------------
<S> <C>
All assets............................... 18.75 basis points (0.1875%) per annum
</TABLE>

B-2-18
<PAGE>

Appendix B-3

PROPOSAL 4A--SPECIMEN FORM OF SUB-INVESTMENT MANAGEMENT AGREEMENT

Proposal 4: Proposed Sub-Investment Management Agreement with Capital Guardian.

The following agreement will be signed and dated on or within a reasonable
time after the date of approval by Shareholders of the Small Cap Value, Global
Balanced and Global Bond Funds.

B-3-1
<PAGE>

(Small Cap, Global Balanced and Global Bond Funds)

SUB-INVESTMENT MANAGEMENT AGREEMENT

AMONG

JOHN HANCOCK VARIABLE SERIES TRUST I

JOHN HANCOCK LIFE INSURANCE COMPANY

AND

CAPITAL GUARDIAN TRUST COMPANY

B-3-2
<PAGE>

SUB-INVESTMENT MANAGEMENT AGREEMENT

WHEREAS, the Trust 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, the Trust 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 Trust offers shares in several classes, including, without
limit, the Small Cap Fund, the Global Balanced Fund and the Global Bond Fund
(together with all other classes established by the Trust, collectively
referred to as the "Funds"), each of which pursues its investment objectives
through separate investment policies; and

WHEREAS, the Trust has retained JHLICO to render investment management
services to the Trust pursuant to an Investment Management Agreement dated as
of March 14, 1996 (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) Initial Subject Funds. Advisers is hereby appointed and Advisers hereby
accepts the appointment to act as investment adviser and manager to the Small
Cap Fund, the Global Balanced Fund and the Global Bond Fund (the "Subject
Funds") for the period and on the terms herein set forth, for the compensation
herein provided.

(b) Additional Subject Funds. In the event that the Trust and JHLICO desire
to retain Advisers to render investment advisory services hereunder for any
other Fund, they shall so notify Advisers in writing. If it is willing to
render such services, Advisers shall notify the Trust in writing, whereupon
such Fund shall become a Subject Fund hereunder.

(c) Incumbency Certificates. Advisers shall furnish to JHLICO, immediately
upon execution of this Agreement, a certificate of authorized personnel of
Advisers setting forth (by name and title, and including specimen signatures)
those individuals of Advisers who are authorized to act on behalf of the
Subject Funds pursuant to the provisions of this Agreement. Advisers shall
promptly provide supplemental certificates in connection with each additional
Subject Fund (if any) and further supplemental certificates, as needed, to
reflect all changes with respect to such authorized personnel for any Subject
Fund. On behalf of the Trust, JHLICO shall instruct the custodian for each
Subject Fund to accept instructions with respect to that Subject Fund from the
authorized personnel 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
Trust.

(e) Advisers' Representations. Advisers represents, warrants and agrees (i)
that it is a "bank" as defined in the Investment Advisers Act of 1940 and
exempt from registration as an investment adviser under the

B-3-3
<PAGE>

Investment Advisers Act of 1940, (ii) that it will promptly notify JHLICO 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 JHLICO 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 Fund(s), (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 Trust and to JHLICO, and has adopted procedures
reasonably designed to prevent violations of such code, and (v) that, if
applicable, it has furnished the Trust and JHLICO 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.

2. Provision of Investment Management Services.

Advisers will provide for each Subject Fund a continuing and suitable
investment program consistent with the investment policies, objectives and
restrictions of said Fund, as established by the Trust and JHLICO. From time
to time, JHLICO or the Trust may provide Advisers in writing (including,
without limit, electronic communication) with additional or amended investment
policies, procedures, guidelines and restrictions with the opportunity for
prior review by Advisers. Advisers, as Sub-Manager, will use due care to
manage the investment and reinvestment of the assets in the Subject Fund, and
perform the functions set forth below, subject to the overall supervision,
direction, control and review of JHLICO and the Board of Trustees of the
Trust, consistent with the applicable investment policies, guidelines and
restrictions, the provisions of the Trust's Declaration of Trust, Bylaws,
prospectus, statement of additional information (each as in effect from time
to time), provisions of the 1940 Act and all other applicable laws and
regulations deemed to be Sub-Advisers' duty under the Subject Funds'
compliance manual and procedures (including any applicable investment
restrictions imposed by state insurance laws and regulations or any directions
or instructions delivered to Advisers in writing by JHLICO or the Trust from
time to time) as is mutually agreed to from time to time, such agreement not
to be unreasonably withheld. By its signature below, Advisers acknowledges
receipt of a copy of the Trust's 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) upon request, furnish the Trust with research, economic and statistical
data in connection with said Fund's investments and investment policies
including , without limit, investment policy decisions to be made by the
Trust's Board of Trustees or any committee thereof regarding the Subject Fund;

(d) give instructions to the Subject Funds' custodian concerning the
delivery of securities and transfer of cash for the Subject Funds;

(e) maintain and preserve the records relating to its activities hereunder
required by the 1940 Act to be maintained and preserved by the Trust;

(f) at the close of business each day, provide JHLICO and the custodian with
copies of trade tickets for each transaction effected for the Subject Funds,
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
JHLICO with written statements showing all transactions effected for the
Subject Funds during the month, a summary listing all investments held in the
Subject Funds as of the last day of the month, and such other information as
JHLICO may reasonably request in connection with the accounting services that
JHLICO provides for the Subject Funds;

(h) subject to its receipt of all necessary voting materials, vote all
proxies with respect to investments of the Subject Funds in accordance with
Advisers' proxy voting policy as most recently supplied to JHLICO, or in such
other manner as JHLICO and Advisers may reasonably agree upon from time to
time; and

B-3-4
<PAGE>

(i) provide timely information to JHLICO and the Trust concerning Advisers
and its activities hereunder in connection with the Subject Funds to assure
accurate disclosure of such matters (including information necessary to make
the statements not misleading) in any Prospectus, Statement of Additional
Information or registration statement of the Trust or JHLICO, or in any sales
literature or materials for the sale or distribution of the Trust's shares, it
being understood that JHLICO and the Trust shall otherwise be solely
responsible for the accuracy of such documents.

On its own initiative, Advisers will apprise JHLICO and the Trust of
important economic developments materially affecting the marketplace or the
Subject Funds, and will furnish JHLICO and the Trust's 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 Funds and Advisers' management
thereof, to educate JHLICO sales personnel with respect thereto (in such
manner and format as the parties reasonably agree upon from time to time), and
for such other purposes as the Trust or JHLICO may reasonably request.

The Trust and JHLICO will provide timely information to Advisers regarding
such matters as purchases and redemptions of shares in the Subject Funds and
the cash requirements of, and cash available for investment in, the Subject
Funds. JHLICO will timely provide Advisers with copies of monthly accounting
statements for the Subject Funds, and such other information (including,
without limitation, reports concerning the classification of portfolio
securities of the Subject Funds 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 Trust specifically agrees to
assume the expense of:

(i) brokerage commissions for transactions in the portfolio investments of
the Trust and similar fees and charges for the acquisition, disposition,
lending or borrowing of such portfolio investments;

(ii) custodian fees and expenses;

(iii) all taxes, including issuance and transfer taxes, and reserves for
taxes payable by the Trust to federal, state or other governmental agencies;
and

(iv) interest payable on the Trust's borrowings.

Nothing in this Agreement shall alter the allocation of expenses and costs
agreed upon between the Trust and JHLICO in the Investment Management
Agreement or any other agreement to which they are parties.

4. Sub-Advisory Fees.

For all of the services rendered with respect to the Subject Funds as herein
provided, JHLICO shall pay to Advisers a fee (for the payment of which the
Trust shall have no obligation or liability), based on the Current Net Assets
(as defined below) of the Subject Funds, as set forth in Schedule I attached
hereto and made a part hereof. Such fee shall be accrued daily and payable
monthly, as soon as practicable after the last day of each calendar month. In
the case of termination of this Agreement with respect to a Subject Fund
during any calendar month, the fee with respect to such Fund 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 a Subject Fund's net assets as of the
most recent preceding day for which that Subject Fund's net assets were
determined by the Subject Fund's Custodian or by the Subject Fund's
administrator, as the case may be.

B-3-5
<PAGE>

5. Fund Transactions.

In connection with the investment and reinvestment of the assets of a
Subject Fund, Advisers is authorized to select the brokers or dealers that
will execute purchase and sale transactions for the Fund 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 Fund.
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 Fund 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 Fund or to the Advisers, and who charge a higher commission rate to
the Subject Fund 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 Fund.

6. Ownership of Information, Records, and Confidentiality.

The Trust shall own and control all records maintained hereunder by Advisers
on the Trust's behalf and, in the event of termination of this Agreement with
respect to any Subject Fund for any reason, upon request of the Trust or its
designee, all records relating to that Fund shall be promptly returned to the
Trust, 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 Trust, promptly to
surrender such books and records or, at its expense, copies thereof, to the
Trust or make such books and records available for audit or inspection by
representatives of regulatory authorities or other persons reasonably
designated by the Trust. Advisers further agrees that with respect to its
activities hereunder, it shall maintain, prepare and preserve such books and
records as are required in accordance with the 1940 Act and rules thereunder,
including but not limited to Rules 31a-1 and 31a-2, and supply all information
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 Trust and JHLICO with all
statistical information regarding investments which is reasonably required by
them and reasonably available to Advisers.

7. Liability; Standard of Care.

No provision of this Agreement shall be deemed to protect Advisers against
any liability to the Trust 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. No provision of this Agreement shall be deemed to
protect JHLICO against any liability to the Trust 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 the Investment Management Agreement. Nor
shall any provision hereof be deemed to protect any trustee or officer of the
Trust 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. Advisers
shall employ only qualified personnel to manage a Subject Fund; shall comply
with all applicable laws and regulations in the discharge of its duties under
this Agreement; shall (as provided in Section 2 above) use due care to comply
with the investment policies, guidelines and restrictions of each Subject Fund
and with the provisions of the Trust's Declaration of Trust, Bylaws,
prospectus and statement of additional information; shall manage each

B-3-6
<PAGE>

Subject Fund (subject to the receipt of, and based upon the information
contained in, periodic reports from JHLICO or the custodian concerning the
classification of Fund 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 Trust; and shall discharge its
duties with the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent person acting in a like capacity and familiar
with such matters would use in the conduct of a similar enterprise. 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.

(a) Duration. This Agreement shall become effective with respect to a
Subject Fund described in paragraph 1(a) hereof on the later of (i) the date
of approval of this Agreement by shareholders of that Fund and (ii) the date
hereof; and, with respect to any additional Subject Fund described in
paragraph 1(b) hereof, on the date of receipt by the Trust of notice from
Advisers in accordance with said paragraph that it is willing to serve with
respect to such Fund. Unless terminated as herein provided, this Agreement
shall remain in full force and effect with respect to a Subject Fund described
in paragraph 1(a) hereof for two years from the effective date with respect to
that Fund and, with respect to each additional Subject Fund described in
paragraph 1(b) hereof, until two years following the date on which such Fund
becomes a Subject Fund hereunder, and shall continue in full force and effect
thereafter with respect to each Subject Fund so long as such continuance with
respect to any such Fund is approved at least annually (a) by either the Board
of Trustees of the Trust or by vote of a majority of the outstanding voting
shares of such Fund, and (b) in either event by the vote of a majority of the
trustees of the Trust 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 Fund shall be effective to continue this
Agreement with respect to any such Fund notwithstanding (A) that this
Agreement has not been approved by the holders of a majority of the
outstanding shares of any other Fund affected hereby, and (B) that this
Agreement has not been approved by the vote of a majority of the outstanding
shares of the Trust, 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 Fund at any time, without payment of any penalty, by vote of the
trustees of the Trust or by vote of a majority of the outstanding shares of
such Fund, by Advisers on at least sixty days' written notice to the Trust and
JHLICO, or by JHLICO on at least sixty days' written notice to the Trust 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.

B-3-7
<PAGE>

trade or service mark (including but not limited to the American Funds Group
of mutual funds) (collectively referred to as the "Protected Information"),
are the valuable property of the Advisers and its affiliates. The Trust and
JHLICO shall have the right to use the Protected Information provided that,
prior to distribution of any materials which refer to Advisers or the
Protected Information, JHLICO shall consult with Advisers and shall furnish to
Advisers a copy of such materials. Advisers agrees to cooperate with JHLICO
and to review such materials promptly. JHLICO 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 the Protected Information are
used.

10. Avoidance of Inconsistent Position.

In connection with the purchase and sale of portfolio securities of a
Subject Fund, 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 Fund with those for other accounts 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 agreed to by the
parties hereto. Additionally, no amendment of this Agreement shall be
effective with respect to any Fund until approved specifically by (a) the
Board of Trustees of the Trust, or by vote of a majority of the outstanding
shares of that Fund, and (b) by vote of a majority of those trustees of the
Trust 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.

13. Notices

ADVISERS: Capital Guardian Trust Company
333 South Hope Street
Los Angeles, CA 90072
Attn: Treasurer
Fax #: (213) 486-9218

JHLICO: John Hancock Life Insurance Company
200 Clarendon Street
P.O. Box 111
Boston, MA 02117
Attention: Raymond F. Skiba
Fax #: 617-572-4953

B-3-8
<PAGE>

TRUST:
John Hancock Variable Series Trust I
200 Clarendon Street
P.O. Box 111
Boston, MA 02117
Attention: Raymond F. Skiba
Fax #: 617-572-4953

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

_____________________________________ By: _________________________________
Title:

John Hancock Life Insurance Company

Attest:

_____________________________________ By: _________________________________
Title:

Capital Guardian Trust Company

Attest:

_____________________________________ By: _________________________________
Title:

B-3-9
<PAGE>

SCHEDULE I

FEES

<TABLE>
<CAPTION>
Current Net Assets Under Management Sub-Advisory Fee
----------------------------------- ----------------
<S> <C>
For the Small Cap Fund:
On the first $150 million................... 65 basis points (0.65%) per annum
On the next $150 million.................... 50 basis points (0.50%) per annum
On the next $200 million.................... 40 basis points (0.40%) per annum
On amounts over $500 million................ 35 basis points (0.35%) per annum
For the Global Balanced Fund:
On the first $150 million................... 65 basis points (0.65%) per annum
On the next $150 million.................... 55 basis points (0.55%) per annum
On the next $200 million.................... 40 basis points (0.40%) per annum
On amounts over $500 million................ 35 basis points (0.35%) per annum
For the Global Bond Fund:
On the first $150 million................... 40 basis points (0.40%) per annum
On the next $150 million.................... 35 basis points (0.35%) per annum
On the next $200 million.................... 30 basis points (0.30%) per annum
On amounts over $500 million................ 25 basis points (0.25%) per annum
</TABLE>

B-3-10
<PAGE>

SCHEDULE II

The Capital Group Companies, Inc. and its Affiliates

<TABLE>
<C> <S>
1. AFD American Funds Distributors, Inc.
2. AFS American Funds Service Company
3. CGC The Capital Group Companies, Inc.
4. CGII Capital Group International, Inc.
5. CGRI Capital Group Research, Inc.
6. CGCI Capital Guardian (Canada), Inc.
7. CGRC Capital Guardian Research Company
8. CGTC Capital Guardian Trust Company
9. CGTN Capital Guardian Trust Company, a Nevada Corporation
10. CIAC Capital International Advisory Company S.A.
11. CIACFMC Capital International All Countries Fund Management Company S.A.
12. CIEFMC Capital International Europe Fund Management Company
Capital International Global Small Cap Fund Management Company
13. CIGSMC S.A.
14. CII Capital International, Inc.
15. CIKK Capital International K.K.
16. CIKFMC Capital International Kokusai Fund Management Company S.A.
17. CIL Capital International Limited
18. CIL-B Capital International Limited (Bermuda)
19. CIMC Capital International Management Company S.A.
20. CIRI Capital International Research, Inc.
21. CISA Capital International S.A.
22. CMS Capital Management Services, Inc.
23. CRC Capital Research Company
24. CRMC Capital Research and Management Company
25. CSR Capital Strategy Research, Inc.
26. CIHACFMC CIHAC Fund Management Company S.A.
</TABLE>

B-3-11
<PAGE>

Appendix C

PROPOSALS 1C, 2C, 3B and 4B--SUMMARY OF CURRENT INVESTMENT
MANAGEMENT AGREEMENTS

The current investment management agreements between the Trust and John
Hancock are summarized below.

Pursuant to the investment management agreements, John Hancock advises each
Fund in connection with policy decisions; provides administration of day-to-
day operations; provides personnel, office space, equipment and supplies for
the Fund; maintains records required by the Investment Company Act of 1940;
and supervises activities of the Fund's sub-investment manager(s), if any.

For its investment management and advisory services, John Hancock is paid a
fee by each Fund at a specified rate that will vary by Fund.

The investment management agreements also provide that for any fiscal year
in which the normal operating costs and expenses of Fund, exclusive of its
investment advisory fees, interest, brokerage commissions, taxes and
extraordinary expenses outside the control of John Hancock, exceed 0.10% of
the Fund's average daily net assets, John Hancock will reimburse the Fund
promptly after the end of the fiscal year in an amount equal to such excess.

Under the investment management agreements, John Hancock also pays the
compensation of Trust officers and employees and the expenses of clerical
services relating to the administration of the Trust. The 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
Trust's fidelity bond, the cost of printing and distributing to Shareholders
the Trust's annual and semi-annual reports, the cost of printing, distributing
to Shareholders, and tabulating proxy materials, compensation paid for certain
accounting, valuation and compliance services, legal fees and expenses, any
securities registration expenses, any organizational expenses, association
dues and any other expenses related to the 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 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 sub-investment managers.

Unless modified or terminated, the investment management agreement will
continue with respect to the Fund 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 Trust, 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 Fund. 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 Fund, or by John Hancock. The investment management
agreement automatically terminates in the event of its assignment.

C-1
<PAGE>

Appendix C-1

PROPOSAL 2F--GROWTH & INCOME FUND

INVESTMENT POLICIES CONCERNING THE GROWTH & INCOME FUND AND FINANCIAL FUTURES

The current version of fundamental policies (3)(A) and 3(C) of the Trust is
set forth below. The proposed version of fundamental policy 3(D) assumes that
proposals for the Large Cap Growth and Real Estate Equity Funds to invest in
financial futures will be voted on and approved at a September 28, 2000
shareholder meeting.

Current

As a matter of fundamental policy, no Fund will:

(3) Invest in commodities or in commodity contracts or in puts, calls or a
combination of both, except that

(A) the Managed, Aggressive Balanced, Equity Index, Large Cap Value,
American Leaders Large Cap Value, Large Cap Growth, Large Cap Value CORE,
Large Cap Aggressive Growth, Large/Mid Cap Value, Mid Cap Value, Mid Cap
Growth, Fundamental Growth, Mid Cap Blend, Small/Mid Cap Value, Small/Mid
Cap Growth, Small/Mid Cap CORE, Small Cap Value, Small Cap Growth, Global
Balanced, International Equity Index, International Equity, International
Opportunities, International Opportunities II, Emerging Markets Equity,
Short-Term Bond, Core Bond, Bond Index, Global Bond, and High Yield Bond
Funds may

(i) write call options on, and purchase put options covered by,
securities held by them and purchase and sell options to close out
positions thus established, provided that no such covered call or put
option position will be established in the Large Cap Growth Fund if
more than one-third of the Fund's total assets would immediately
thereafter be subject to such call and put options,

(ii) purchase options on stock indexes and write such options to
close out positions previously established, and

(iii) enter into financial futures contracts or purchase options on
such contracts, and effect offsetting transactions to close out such
positions previously established; provided that, (a) as to the Large
Cap Value, Large Cap Growth, Mid Cap Value, and Small Cap Value Funds,
no position in financial futures, options thereon or options on
securities indexes will be established if, immediately thereafter, the
then-current aggregate value of all securities owned or to be acquired
by the Fund which are hedged by such instruments exceeds one-third of
the value of its total assets and (b) as to such Funds, and as to the
Equity Index and International Opportunities Funds, no futures position
or position in options on futures will be established if, immediately
thereafter, the total of the initial margin deposits required by
commodities exchanges with respect to all open futures positions at the
time such positions were established, plus the sum of the premiums paid
for all unexpired options on futures contracts would exceed 5% of the
Fund's total assets;

* * *

(C) the Managed, Aggressive Balanced, Mid Cap Growth, American Leaders
Large Cap Value, Large Cap Value CORE, Large Cap Aggressive Growth,
Large/Mid Cap Value, Small/Mid Cap Growth, Small/Mid Cap CORE, Small Cap
Growth, Global Balanced, International Equity Index, International Equity,
International Opportunities II, Emerging Markets Equity, Short-Term Bond,
Bond Index, Global Bond, and High Yield Bond Funds may, in addition to the
activities permitted in (A) and (B) above,

(i) write put and call options on securities and market indexes, if
such positions are covered by other securities or outstanding put and
call positions of the Fund, and purchase put and call options to close
out any positions thus established, and

(ii) enter into futures contracts on securities or market indexes, or
purchase or write put or call options on such futures contracts, for
hedging or speculative (non-hedging) purposes, and enter into
offsetting transactions to close out any positions thus established;
provided that none of these Funds

C-1-1
<PAGE>

may purchase, sell or write such futures or options other than for bona
fide hedging purposes if immediately thereafter the Fund's margin
deposits on such non-hedging positions, plus the amount of premiums
paid for outstanding options on futures contracts that are not for bona
fide hedging purposes (less any amount by which any such option is "in
the money" at the time of purchase) exceeds 5% of the market value of
the Fund's net assets;

(D) The Active Bond and Core Bond Funds may enter into futures contracts
and purchase or write options thereon to the same extent as is permitted in
(C), above, with respect to the Funds listed therein;

* * *

Proposed (new text is in italics, deleted text is in [brackets]):

As a matter of fundamental policy, no Fund will:

(3) Invest in commodities or in commodity contracts or in puts, calls or a
combination of both, except that

* * *

(D) The Large Cap Growth, Active Bond and Core Bond Funds may enter into
futures contracts and purchase or write options thereon to the same extent
as is permitted in (C), above, with respect to the Funds listed therein and
the Growth & Income and Real Estate Equity [Fund]Funds may enter into
futures contracts and purchase or write options thereon to the same extent
as is permitted in (A)(iii) and (C)(ii) above;

* * *

C-1-2
<PAGE>

Appendix D

JOHN HANCOCK AND THE SUB-INVESTMENT MANAGERS

John Hancock

John Hancock, John Hancock Place, Boston, Massachusetts 02117, is a 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. John Hancock acts as "principal underwriter" of
the Trust's shares pursuant to an Underwriting and Administrative Services
Agreement, dated January 17, 1986, to which John Hancock and the Trust 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 business address of
all Directors and Executive Officers of John Hancock is John Hancock Place,
Boston, Massachusetts 02117.

The Directors and Executive Officers of John Hancock are as follows:

<TABLE>
<CAPTION>
Directors Principal Occupation
--------- --------------------
<S> <C>
Stephen L. Brown........ Chairman of the Board, John Hancock

David F. D'Alessandro... President and Chief Executive Officer, John Hancock

Foster L. Aborn......... Director, formerly Vice Chairman of the Board and Chief
Investment Officer, John Hancock

Samuel W. Bodman........ Chairman of the Board and Chief Executive Officer, Cabot
Corporation (chemicals)

I. MacAllister Booth.... Retired Chairman of the Board and Chief Executive
Officer, Polaroid Corporation (photographic products)

Wayne A. Budd........... Executive Vice President and General Counsel-elect, John
Hancock

John M. Connors, Jr..... Chairman and Chief Executive Officer and Director, Hill,
Holliday, Connors, Cosmopoulos, Inc. (advertising).

Robert E. Fast.......... Senior Partner, Hale and Dorr (law firm).

Kathleen F. Feldstein... President, Economic Studies, Inc. (economic consulting).

Nelson S. Gifford....... Principal, Fleetwing Capital Management (financial
services)

Michael C. Hawley....... Chairman and Chief Executive Officer, The Gillette
Company (razors, etc.)

Edward H. Linde......... President and Chief Executive Officer, Boston Properties,
Inc. (real estate)

Judith A. McHale........ President and Chief Operating Officer, Discovery
Communications, Inc. (multimedia communications)

E. James Morton......... Director, formerly Chairman of the Board and Chief
Executive Officer, John Hancock

Richard F. Syron........ Chairman of the Board, President and Chief Executive
Officer, Thermo Electron Corp. (scientific and
industrial instruments)

Robert J. Tarr, Jr...... Former President, Chief Executive Officer and Chief
Operations Officer, Harcourt General, Inc. (publishing)
</TABLE>

D-1
<PAGE>

<TABLE>
<CAPTION>
Other Executive Officers Principal Occupation
------------------------ --------------------
<S> <C>
Thomas E. Moloney........ Chief Financial Officer

Richard S. Scipione...... General Counsel

Derek Chilvers........... Chairman and Chief Executive Officer of John Hancock
International Holdings, Inc.

John M. DeCiccio......... Executive Vice President and Chief Investment Officer

Maureen R. Ford.......... President, Broker-Dealer Distribution and Financial
Advisory Network

Kathleen M. Graveline.... Executive Vice President--Retail

Barry J. Rubenstein...... Vice President, Counsel and Secretary

The following employees of John Hancock (or an affiliate) are also Directors
or principal officers of the John Hancock Variable Series Trust I:

Michele G. Van Leer...... Chairman of the Board of Trustees of the Trust

Thomas J. Lee............ Vice Chairman of the Board of Trustees of the Trust

Raymond F. Skiba......... Treasurer of the Trust

Karen Q. Visconti........ Secretary of the Trust

Jude Curtis.............. Compliance Officer of the Trust
</TABLE>

Capital Guardian Trust Company

Capital Guardian's Board of Directors and executive officers are as follows:

<TABLE>
<CAPTION>
Name Affiliations Within Last Two Years
---- ----------------------------------
<S> <C>
Timothy D. Armour.... Director, Capital Guardian Trust Company, Capital
Research and Management Company and Capital Management
Services, Inc.; Chairman and Chief Executive Officer,
Capital Research Company.

Donnalisa Barnum..... Senior Vice President, Capital Guardian Trust Company;
Vice President, Capital International, Inc. and Capital
International Limited.

Andrew F. Barth...... Director, Capital Guardian Trust Company and, Capital
Research and Management Company; Director and Research
Director, Capital International Research, Inc.;
President, Capital Guardian Research Company; Formerly
Director and Executive Vice President, Capital Guardian
Research Company.

Michael D. Beckman... Director, Senior Vice President and Treasurer, Capital
Guardian Trust Company; Director, Capital Guardian Trust
Company of Nevada; Treasurer, Capital International
Research, Inc. and Capital Guardian Research Company;
Director and Treasurer, Capital Guardian (Canada), Inc.;
Formerly Chairman and Director, Capital International
Asia Pacific Management Company.

Michael A. Burik..... Senior Counsel, The Capital Group Companies, Inc.; Senior
Vice President, Capital Guardian Trust Company.

Elizabeth A. Burns... Senior Vice President, Capital Guardian Trust Company.
</TABLE>

D-2
<PAGE>

<TABLE>
<CAPTION>
Name Affiliations Within Last Two Years
---- ----------------------------------
<S> <C>
Larry P. Clemmensen..... Director, Capital Guardian Trust Company and American
Funds Distributors, Inc.; Chairman and Director,
American Funds Service Company; Director and President,
The Capital Group Companies, Inc. and Capital Management
Services, Inc.; Senior Vice President and Director,
Capital Research and Management Company, Treasurer,
Capital Strategy, Inc.

Kevin G. Clifford....... Director and President, American Funds Distributors,
Inc.; Director, Capital Guardian Trust Company

Roberta A. Conroy....... Senior Vice President, Director and Counsel, Capital
Guardian Trust Company; Senior Vice President and
Secretary, Capital International, Inc.; Assistant
General Counsel, The Capital Group Companies, Inc.,
Secretary, Capital Guardian International, Inc.;
Formerly, Secretary, Capital Management Services, Inc.

Jon B. Emerson.......... Senior Vice President, Capital Guardian Trust Company;
Director, Capital Guardian Trust Company, a Nevada
Corporation

Michael Ericksen........ Director and Senior Vice President, Capital Guardian
Trust Company; Director and Senior Vice President,
Capital International Limited

David I. Fisher......... Vice Chairman and Director, Capital International, Inc.,
Capital International Limited and Capital International
K.K.; Chairman and Director, Capital International S. A.
and Capital Guardian Trust Company; Director and
President, Capital International Limited (Bermuda);
Director, The Capital Group Companies, Inc., Capital
International Research, Inc., Capital Group Research,
Inc. and Capital Research and Management Company.

Richard N. Havas........ Senior Vice President, Capital Guardian Trust Company,
Capital International, Inc. and Capital International
Limited; Director and Senior Vice President, Capital
International Research, Inc.; Director and Senior Vice
President Capital Guardian (Canada), Inc.

Frederick M. Hughes, Senior Vice President, Capital Guardian Trust Company.
Jr.....................

William H. Hurt......... Director and Senior Vice President, Capital Guardian
Trust Company; Chairman and Director, Capital Guardian
Trust Company, a Nevada Corporation and Capital Strategy
Research, Inc.; Formerly, Director, The Capital Group
Companies, Inc.

Peter C. Kelly.......... Senior Vice President, Capital Guardian Trust Company;
Assistant General Counsel, The Capital Group Companies,
Inc.; Director and Senior Vice President, Capital
International, Inc.

Robert G. Kirby......... Chairman Emeritus, Capital Guardian Trust Company; Senior
Partner, The Capital Group Companies, Inc.

Nancy J. Kyle........... Director and Senior Vice President, Capital Guardian
Trust Company; President and Director, Capital Guardian
(Canada), Inc.

Karin L. Larson......... Director, The Capital Group Companies, Inc., Capital
Group Research, Inc., Capital Guardian Trust Company,
Director and Chairman, Capital Guardian Research Company
and Capital International Research, Inc., Formerly,
Director and Senior Vice President, Capital Guardian
Research Company.
</TABLE>

D-3
<PAGE>

<TABLE>
<CAPTION>
Name Affiliations Within Last Two Years
---- ----------------------------------
<S> <C>
D. James Martin......... Director, Capital Guardian Trust Company, and Director
and Senior Vice President of Capital International
Research Inc.

James R. Mulally........ Director and Senior Vice President, Capital Guardian
Trust Company; Senior Vice President, Capital
International Limited; Vice President, Capital Research
Company; Formerly, Director, Capital Guardian Research
Company.

Shelby Notkin........... Senior Vice President, Capital Guardian Trust Company;
Director, Capital Guardian Trust Company, a Nevada
Corporation.

Mary M. O'Hern.......... Senior Vice President, Capital Guardian Trust Company and
Capital International Limited; Vice President, Capital
International, Inc.

Jeffrey C. Paster....... Senior Vice President, Capital Guardian Trust Company.

Robert V. Pennington.... Senior Vice President, Capital Guardian Trust Company;
President and Director Capital Guardian Trust Company, a
Nevada Corporation Company.

Jason M. Pilalas........ Director, Capital Guardian Trust Company; Senior Vice
President and Director, Capital International Research,
Inc.; Formerly, Director and Senior Vice President,
Capital Guardian Research Company.

George L. Romine, Jr. .. Senior Vice President, Capital Guardian Trust Company

Robert Ronus............ Director and President, Capital Guardian Trust Company;
Chairman and Director, Capital Guardian (Canada), Inc.,
Director, Capital International, Inc. and Capital
Guardian Research Company; Senior Vice President,
Capital International, Inc.; Capital International
Limited and Capital International S.A.; Formerly,
Chairman, Capital Guardian International Research
Company and Director, Capital International, Inc.

James F. Rothenberg..... Director, American Funds Distributors, Inc., American
Funds Service Company, The Capital Group Companies,
Inc., Capital Group Research, Inc., Capital Guardian
Trust Company and Capital Management Services, Inc.;
Director and President, Capital Research and Management,
Inc.; Formerly, Director of Capital Guardian Trust
Company, a Nevada Corporation, and Capital Research
Company.

Theodore R. Samuels..... Director and Senior Vice President, Capital Guardian
Trust Company; Director, Capital International Research,
Inc.; Formerly, Director, Capital Guardian Research
Company

Lionel A. Sauvage....... Director and Senior Vice President, Capital Guardian
Trust Company; Vice President, Capital International
Research, Inc.; Formerly, Director, Capital Guardian
Research Company.

John H. Seiter.......... Director and Executive Vice President, Capital Guardian
Trust Company; Senior Vice President, Capital Group
International, Inc.; and Vice President, The Capital
Group Companies, Inc.

Eugene P. Stein......... Director and Executive Vice President, Capital Guardian
Trust Company; Formerly, Director, Capital Guardian
Research Company.
</TABLE>

D-4
<PAGE>

<TABLE>
<CAPTION>
Name Affiliations Within Last Two Years
---- ----------------------------------
<S> <C>
Phil A. Swan............. Senior Vice President, Capital Guardian Trust Company.

Shaw B. Wagener.......... Director, Capital Guardian Trust Company, Capital
International Asia Pacific Management Company S.A.,
Capital Research and Management Company and Capital
International Management Company S.A.; President and
Director, Capital International, Inc.; Senior Vice
President, Capital Group International, Inc.

Joanne Weckbacher........ Senior Vice President, Capital Guardian Trust Company.

Eugene M. Waldron........ Senior Vice President, Capital Guardian Trust Company.
</TABLE>

The business address of all directors and executive officers is One Market,
Steuart Tower, San Francisco, California 94105.

The following table contains information concerning registered funds sub-
advised by Capital Guardian that have investment objectives similar to those
of the Managed Fund:

<TABLE>
<CAPTION>
Name Fee Schedule* Assets at 3/31/00
---- ------------------------ -----------------
<S> <C> <C> <C>
American General Balanced Fund..... First $25 million 0.550% $ 13,063,736
Next $25 million 0.400%
Over $50 million 0.200%

Manulife--Income and Value Trust... First $500 million 0.350% $610,093,773
Over $500 million 0.300%
</TABLE>
--------
* Fees may vary between accounts due to the level of services that may be
provided by Capital Guardian or its affiliates.

The following table contains information concerning registered funds sub-
advised by Capital Guardian that have investment objectives similar to those
of the Small Cap Value Fund:

<TABLE>
<CAPTION>
Name Fee Schedule* Assets at 3/31/00
---- ------------------------ -----------------
<S> <C> <C> <C>
Pacific Select Fund................ First $30 million 0.500% $611,234,435
Next $30 million 0.400%
Over $60 million 0.300%

Manulife--Small Cap Blend Trust.... On all assets 0.550% $ 90,057,029

GCG Trust--Small Cap Services...... First $500 million 0.550% $514,239,047
Over $500 million 0.350%
</TABLE>
--------
* Fees may vary between accounts due to the level of services that may be
provided by Capital Guardian or its affiliates.

Capital Guardian does not currently sub-advise any registered funds that are
comparable to the Global Balanced Fund or the Global Bond Fund.

D-5
<PAGE>

Independence Investment Associates, Inc.

IIA's Board of Directors and executive officers are as follows:

<TABLE>
<CAPTION>
Name Title and Principal Occupation
---- ------------------------------
<S> <C>
Mark C. Lapman.......... Chairman of the Board and President, IIA

Stephen L. Brown........ Director of IIA; Chairman of the Board, John Hancock Life
Insurance Company

John M. DeCiccio........ Director of IIA; Executive Vice President and Chief
Investment Officer, John Hancock Life Insurance Company

Kathleen M. Graveline... Director of IIA; Executive Vice President--Retail, John
Hancock Life Insurance Company

Klaus O. Shigley........ Director of IIA; Vice President--GSFP, John Hancock Life
Insurance Company

Gregory P. Winn......... Director of IIA; Vice President and Treasurer, John
Hancock Life Insurance Company

John F. DeSantis........ Executive Vice President, IIA

John S. Montgomery...... Executive Vice President, IIA

Miriam F. Cooper........ Senior Vice President and Chief Operating Officer, IIA
</TABLE>

The business address for Messrs. Lapman, DeSantis and Montgomery and for Ms.
Cooper is 53 State Street, Boston, Massachusetts 02109. The business address of
the other directors is John Hancock Life Insurance Company, John Hancock Place,
Boston, Massachusetts 02117.

The following table contains information concerning funds subadvised by IIA
that have investment objectives similar to those of the Managed Fund or the
Growth & Income Fund:

<TABLE>
<CAPTION>
Name Investment Objective Fee Schedule Assets at 6/30/00
---- -------------------- ------------ -----------------
<S> <C> <C> <C>
John Hancock Core Equity Above-average total return .407% of assets $988,752,763
Fund (capital appreciation plus
income)

John Hancock Above-average total return, .40% of assets $417,010,980
Independence consisting of capital
Diversified Core Equity appreciation and income
Fund II

John Hancock Declaration Above-average total return .385% of assets $ 44,095,542
Funds VA. Core Equity (capital appreciation plus (waived until April 30, 2001)
Fund income)

John Hancock Variable Long-term growth in income .325% on the first $250 million $ 14,749,670
Series Trust I and capital .275% on the next $250 million
Aggressive Balanced .25% above $500 million
Fund
</TABLE>

D-6
<PAGE>

<TABLE>
<CAPTION>
Name Investment Objective Fee Schedule Assets at 6/30/00
---- -------------------- ------------ -----------------
<S> <C> <C> <C>
John Hancock Above-average total return .352% of assets $ 61,691,550
Independence Balanced through capital
Fund appreciation and income

American AAdvantage Income and capital .60% on the first $25 million $144,798,492
Balanced Mileage Fund* appreciation .50% on the next $25 million
.35% on the next $50 million
.25% on the next $50 million
.20% on the balance of assets
</TABLE>
--------
* The investment strategy for the equity portfolio of this fund differs
materially from that of the Growth & Income Fund.

John Hancock Advisers, Inc.

Advisers' Board of Directors and executive officers are as follows:

<TABLE>
<CAPTION>
Name Title and Principal Occupation
---- ------------------------------
<S> <C>
Stephen L. Brown Chairman of the Board of Advisers; Chairman of the Board,
John Hancock Life Insurance Company

Maureen R. Ford Vice Chairman, President and Chief Executive Officer of
Advisers; President, Broker-Dealer Distribution and
Financial Advisory Network, John Hancock Life Insurance
Company

David F. D'Alessandro Director of Advisers; President and Chief Executive
Officer, John Hancock Life Insurance Company

John M. DeCiccio Director of Advisers; Executive Vice President and Chief
Investment Officer, John Hancock Life Insurance Company

David A. King Director of Advisers; Senior Vice President, John Hancock
Life Insurance Company

Mark C. Lapman Director of Advisers; Chairman of the Board and
President, IIA

Jeanne M. Livermore Director of Advisers; Senior Vice President, John Hancock
Life Insurance Company

Thomas E. Moloney Director of Advisers; Chief Financial Officer, John
Hancock Life Insurance Company

Richard S. Scipione Director of Advisers; General Counsel, John Hancock Life
Insurance Company

Robert H. Watts Director of Advisers; Senior Vice President, John Hancock
Life Insurance Company

Osbert M. Hood Executive Vice President, Chief Financial Officer &
Treasurer of Advisers

William L. Braman Executive Vice President & Chief Investment Officer of
Advisers

James V. Bowhers Executive Vice President of Advisers

James K. Ho Executive Vice President of Advisers

James K. Schmidt Executive Vice President of Advisers

John F. Snyder, III Executive Vice President of Advisers

Susan S. Newton Vice President & Secretary of Advisers
</TABLE>

D-7
<PAGE>

The business address for the directors and executive officers is 101
Huntington Avenue, Boston, Massachusetts 02199.

The following table contains information concerning funds advised or
subadvised by Advisers that have investment objectives similar to those of the
Active Bond Fund:

<TABLE>
<CAPTION>
Assets at
Name Fee Schedule* 6/30/00
---- ------------------------- --------------
<S> <C> <C> <C>
John Hancock Sovereign Bond Fund-- First $1.5 billion 0.500% $1,386,858,210
John Hancock Bond Fund Series Next $0.5 billion 0.450%
Next $0.5 billion 0.400%
Over $2.5 billion 0.35%

John Hancock Institutional Trust-- First $1.5 billion 0.500% $ 5,888,359
John Hancock Active Bond Fund Series Over $1.5 billion 0.450%

John Hancock Declaration Trust--V.A. $ 16,563,727
Bond Fund (1) All amounts 0.500%

Closed End Funds:

John Hancock Investors Trust (2) First $150 million 0.650% $ 166,704,728
Next $ 50 million 0.375%
Next $100 million 0.350%
Over $300 million 0.300%

John Hancock Income Securities Trust First $150 million 0.650% $ 174,104,998
(3) Next $ 50 million 0.375%
Next $100 million 0.350%
Over $300 million 0.300%
</TABLE>
--------

(1) Advisers has agreed to temporarily limit other expenses of the Fund to
0.25% of the Fund's average daily assets.
(2) Advisers reimburses this Trust for other expenses over 1% of average
weighted net assets/year (1.5% under $30 million)
(3) Advisers reimburses this Trust for other expenses over 1% of average
weighted net assets/year (1.5% under $30 million)

Putnam Investment Management, Inc.

Putnam's Board of Directors and executive officers are as follows:

<TABLE>
<CAPTION>
Name Principal Occupation
---- --------------------
<S> <C>
Lawrence J. Lasser........................ President and Director
Kathleen M. Collman....................... Senior Managing Director
Karnig H. Durgarian....................... Senior Managing Director
Irene M. Esteves.......................... Senior Managing Director
Ian C. Ferguson........................... Senior Managing Director
Stephen M Oristaglio...................... Senior Managing Director
Gordon H. Silver.......................... Senior Managing Director and Director
Steven Spiegel............................ Senior Managing Director
</TABLE>

The business address for the directors and executive officers of Putnam is
One Post Office Square, Boston, Massachusetts 02109.

D-8
<PAGE>

The following table contains information concerning funds advised by Putnam
that have investment objectives similar to those of the Growth & Income Fund:

<TABLE>
<CAPTION>
Putnam Funds Fee Schedule* Assets at 6/30/00
------------ ------------------------- -----------------
<S> <C> <C> <C>
Putnam Investors Fund (Putnam First $500 million 0.650% $14,976.3 million
Retail Mutual Fund) Next $500 million 0.550%
Next $500 million 0.500%
Next $5 billion 0.450%
Next $5 billion 0.425%
Next $5 billion 0.405%
Next $5 billion 0.390%
Next $5 billion 0.380%
Next $5 billion 0.370%
Next $5 billion 0.360%
Next $5 billion 0.350%
Thereafter 0.340%
Putnam Growth Fund ** (Incubated First $500 million 0.700% $ 4.5 million
Putnam Retail Mutual Fund) Next $500 million 0.600%
Next $500 million 0.550%
Next $5 billion 0.500%
</TABLE>
--------
* Putnam provides additional services to these funds in addition to portfolio
management so that fees may not be directly comparable.
** This Fund is subject to a temporary expense limitation of 1% per annum.
Putnam will waive its management fee and reimburse this Fund to the extent
necessary to meet the limitation. Distribution fees and extraordinary
expenses are not covered by this limitation.

The following table contains information concerning funds sub-advised by
Putnam that have investment objectives similar to those of the Growth & Income
Fund:

<TABLE>
<CAPTION>
Assets at
Name Fee Schedule 6/30/00
---- ------------------------ ----------------
<S> <C> <C> <C>
SunAmerica Series Trust--Putnam First $150 million 0.50% $ 850.1 million
Growth Portfolio Next $150 million 0.45%
Over $300 million 0.35%
Allmerica Investment Trust--Select First $50 million 0.50% $1,254.4 million
Growth Fund Next $100 million 0.45%
Next $100 million 0.35%
Next $100 million 0.30%
Over $350 million 0.25%
Evergreen Masters Fund All amounts 0.50% $ 76.8 million
Evergreen VA Masters Fund All amounts 0.50% $ 7.1 million
Diversified Investors Growth & First $100 million 0.30% $1,315.1 million
Income Fund Over $100 million 0.20%
JNL/Putnam Growth Series First $150 million 0.50% $ 543.5 million
Next $150 million 0.45%
Over $300 million 0.35%
EQ/Putnam Investors Growth Portfolio First $150 million 0.50% $ 433.0 million
Next $150 million 0.45%
Over $300 million 0.35%
American Odyssey Core Equity Fund All amounts 0.45% $ 97.9 million
</TABLE>

D-9
<PAGE>

JOHN HANCOCK
VARIABLE SERIES TRUST I

VOTING INSTRUCTION FORM
PLEASE SIGN, DATE AND RETURN ALL VOTING
INSTRUCTION FORMS RECEIVED IN THE ENCLOSED POSTAGE-PAID
ENVELOPE

THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE TRUSTEES
FOR THE SPECIAL MEETING OF SHAREHOLDERS-OCTOBER 20, 2000-11:00 A.M. EASTERN
TIME,
197 CLARENDON STREET, BOSTON, MASSACHUSETTS

Please fold and detach card at perforation before mailing

--------------------------------------------------------------------------------
MANAGED FUND

A Special Meeting of Shareholders of the John Hancock Variable Series Trust
I (the "Trust") will be held at the office of John Hancock Life Insurance
Company ("John Hancock"), 197 Clarendon Street, Boston, Massachusetts,
(telephone 1-800-732-5543) at 11:00 a.m. Eastern Time, on Friday, October 20,
2000. By signing and dating below, you instruct the persons named below to, and
they will, vote the proposal(s) on the reverse side as marked or, if not marked,
to vote "FOR" the proposal(s) on the reverse side, and to use their discretion
to vote any other matter incident to the conduct of the Special Meeting. If you
do not intend to personally attend the Special Meeting, please complete, detach
and mail this form in the enclosed envelope at once.

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 of the above
named Fund held in the Trust attributable to the undersigned at the Special
Meeting of Shareholders and at any adjournment thereof.

DATE:
Please be sure to sign and date this proxy.

Signature(s) of Shareholder(s)
<PAGE>

Please detach at perforation before mailing.
--------------------------------------------------------------------------------
Please vote by filling in the appropriate boxes below.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Managed Fund: To implement a multi-manager approach that
entails the following proposals:

A. To approve a new Sub-Investment Management Agreement [_] [_] [_]
among the Trust, John Hancock, and Capital Guardian Trust
Company;
B. To approve a new Sub-Investment Management Agreement [_] [_] [_]
among the Trust, John Hancock, and Independence Investment
Associates, Inc.; and
C. To approve an amendment to the April 12, 1988 [_] [_] [_]
Investment Management Agreement between the Trust and
John Hancock, reflecting an increase in the Investment
Advisory Fee.
-------------------------------------------------------------------------------------------------
1D. Managed Fund: To change the Fund's classification from [_] [_] [_]
"diversified" to "non-diversified".
-------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

JOHN HANCOCK
VARIABLE SERIES TRUST I

VOTING INSTRUCTION FORM
PLEASE SIGN, DATE AND RETURN ALL VOTING
INSTRUCTION FORMS RECEIVED IN THE ENCLOSED POSTAGE-PAID
ENVELOPE

THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE TRUSTEES
FOR THE SPECIAL MEETING OF SHAREHOLDERS-OCTOBER 20, 2000-11:00 A.M. EASTERN
TIME,
197 CLARENDON STREET, BOSTON, MASSACHUSETTS

Please fold and detach card at perforation before mailing

--------------------------------------------------------------------------------
GROWTH & INCOME FUND

A Special Meeting of Shareholders of the John Hancock Variable Series Trust I
(the "Trust") will be held at the office of John Hancock Life Insurance Company
("John Hancock"), 197 Clarendon Street, Boston, Massachusetts, (telephone 1-800-
732-5543) at 11:00 a.m. Eastern Time, on Friday, October 20, 2000. By signing
and dating below, you instruct the persons named below to, and they will, vote
the proposal(s) on the reverse side as marked or, if not marked, to vote "FOR"
the proposal(s) on the reverse side, and to use their discretion to vote any
other matter incident to the conduct of the Special Meeting. If you do not
intend to personally attend the Special Meeting, please complete, detach and
mail this form in the enclosed envelope at once.

DATE:
Please be sure to sign and date this proxy.

Signature(s) of Shareholder(s)
<PAGE>

Please detach at perforation before mailing.
--------------------------------------------------------------------------------
Please vote by filling in the appropriate boxes below.

A. To approve a new Sub-Investment Management Agreement [_] [_] [_]
among the Trust, John Hancock, and Putnam Investment
Management, Inc.;
B. To approve a new Sub-Investment Management Agreement [_] [_] [_]
among the Trust, John Hancock, and Independence Investment
Associates, Inc.; and
C. To approve an amendment to the April 12, 1988 [_] [_] [_]
Investment Management Agreement between the Trust and
John Hancock, reflecting an increase in the Investment
Advisory Fee.
----------------------------------------------------------------------------------------------
2D. Growth & Income Fund: To change the Fund's [_] [_] [_]
classification from "diversified" to "non-diversified".
----------------------------------------------------------------------------------------------
2E. Growth & Income Fund: To modify the fundamental [_] [_] [_]
restrictions applicable to the Fund to permit it to invest
in securities that are subject to legal restrictions on
resale.
----------------------------------------------------------------------------------------------
2F. Growth & Income Fund: To modify the fundamental [_] [_] [_]
restrictions applicable to the Fund to permit it to invest
in financial futures.
----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

JOHN HANCOCK
VARIABLE SERIES TRUST I

VOTING INSTRUCTION FORM
PLEASE SIGN, DATE AND RETURN ALL VOTING
INSTRUCTION FORMS RECEIVED IN THE ENCLOSED POSTAGE-PAID
ENVELOPE

THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE TRUSTEES
FOR THE SPECIAL MEETING OF SHAREHOLDERS-OCTOBER 20, 2000-11:00 A.M. EASTERN
TIME,
197 CLARENDON STREET, BOSTON, MASSACHUSETTS

Please fold and detach card at perforation before mailing

--------------------------------------------------------------------------------
ACTIVE BOND FUND

A Special Meeting of Shareholders of the John Hancock Variable Series Trust I
(the "Trust") will be held at the office of John Hancock Life Insurance Company
("John Hancock"), 197 Clarendon Street, Boston, Massachusetts, (telephone 1-800-
732-5543) at 11:00 a.m. Eastern Time, on Friday, October 20, 2000. By signing
and dating below, you instruct the persons named below to, and they will, vote
the proposal(s) on the reverse side as marked or, if not marked, to vote "FOR"
the proposal(s) on the reverse side, and to use their discretion to vote any
other matter incident to the conduct of the Special Meeting. If you do not
intend to personally attend the Special Meeting, please complete, detach and
mail this form in the enclosed envelope at once.

DATE:
Please be sure to sign and date this proxy.

Signature(s) of Shareholder(s)
<PAGE>

Please detach at perforation before mailing.
--------------------------------------------------------------------------------
Please vote by filling in the appropriate boxes below.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
3 Active Bond Fund: To implement the following proposals:
A. To approve an amendment to the May 1, 1995 [_] [_] [_]
Sub-Investment Management Agreement among the Trust,
John Hancock and John Hancock Advisers, Inc.,
reflecting an increase in the Sub-Investment Advisory
Fee; and
B. To approve an amendment to the April 12, 1988 [_] [_] [_]
Investment Management Agreement between the Trust and
John Hancock, reflecting an increase in the Investment
Advisory Fee.
---------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

JOHN HANCOCK
VARIABLE SERIES TRUST I

VOTING INSTRUCTION FORM
PLEASE SIGN, DATE AND RETURN ALL VOTING
INSTRUCTION FORMS RECEIVED IN THE ENCLOSED POSTAGE-PAID
ENVELOPE

THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE TRUSTEES
FOR THE SPECIAL MEETING OF SHAREHOLDERS-OCTOBER 20, 2000-11:00 A.M. EASTERN
TIME,
197 CLARENDON STREET, BOSTON, MASSACHUSETTS

Please fold and detach card at perforation before mailing

--------------------------------------------------------------------------------
SMALL CAP VALUE FUND

DATE:
Please be sure to sign and date this proxy.

Signature(s) of Shareholder(s)
<PAGE>

Please detach at perforation before mailing.
--------------------------------------------------------------------------------
Please vote by filling in the appropriate boxes below.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
4 Small Cap Value Fund: To implement the following
proposals:
A. To approve a new Sub-Investment Management [_] [_] [_]
Agreement among the Trust, John Hancock, and Capital
Guardian Trust Company; and
B. To approve an amendment to the March 14, 1996 [_] [_] [_]
Investment Management Agreement between the Trust and
John Hancock, reflecting an increase in the Investment
Advisory Fee.
-------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

JOHN HANCOCK
VARIABLE SERIES TRUST I

VOTING INSTRUCTION FORM
PLEASE SIGN, DATE AND RETURN ALL VOTING
INSTRUCTION FORMS RECEIVED IN THE ENCLOSED POSTAGE-PAID
ENVELOPE

THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE TRUSTEES
FOR THE SPECIAL MEETING OF SHAREHOLDERS-OCTOBER 20, 2000-11:00 A.M. EASTERN
TIME,
197 CLARENDON STREET, BOSTON, MASSACHUSETTS

Please fold and detach card at perforation before mailing

--------------------------------------------------------------------------------
GLOBAL BALANCED FUND
(FORMERLY THE INTERNATIONAL BALANCED FUND)

DATE:
Please be sure to sign and date this proxy.

Signature(s) of Shareholder(s)
<PAGE>

Please detach at perforation before mailing.
--------------------------------------------------------------------------------
Please vote by filling in the appropriate boxes below.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
4 Global Balanced Fund (formerly the International
Balanced Fund): To implement the following proposals:
A. To approve a new Sub-Investment Management Agreement [_] [_] [_]
among the Trust, John Hancock, and Capital Guardian Trust
Company; and
B. To approve an amendment to the March 14, 1996 [_] [_] [_]
Investment Management Agreement between the Trust and
John Hancock, reflecting an increase in the Investment
Advisory Fee.
-------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

JOHN HANCOCK
VARIABLE SERIES TRUST I

VOTING INSTRUCTION FORM
PLEASE SIGN, DATE AND RETURN ALL VOTING
INSTRUCTION FORMS RECEIVED IN THE ENCLOSED POSTAGE-PAID
ENVELOPE

THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE TRUSTEES
FOR THE SPECIAL MEETING OF SHAREHOLDERS-OCTOBER 20, 2000-11:00 A.M. EASTERN
TIME,
197 CLARENDON STREET, BOSTON, MASSACHUSETTS

Please fold and detach card at perforation before mailing

--------------------------------------------------------------------------------
GLOBAL BOND FUND

DATE:
Please be sure to sign and date this proxy.

Signature(s) of Shareholder(s)
<PAGE>

Please detach at perforation before mailing.
--------------------------------------------------------------------------------
Please vote by filling in the appropriate boxes below.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
------------------------------------------------------------------------------------------
<S> <C> <C> <C>
4 Global Bond Fund: To implement the following proposals:
A. To approve a new Sub-Investment Management Agreement [_] [_] [_]
among the Trust, John Hancock, and Capital Guardian Trust
Company; and
B. To approve an amendment to the March 14, 1996 [_] [_] [_]
Investment Management Agreement between the Trust and
John Hancock, reflecting an increase in the Investment
Advisory Fee.
------------------------------------------------------------------------------------------
</TABLE>