<PAGE>
File Nos. 333-_____ and 811-8696
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X]
PRE-EFFECTIVE AMENDMENT NO. [_]
[_]
POST-EFFECTIVE AMENDMENT NO.
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]
AMENDMENT NO. 4
(CHECK APPROPRIATE BOX OR BOXES.)
JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I
(EXACT NAME OF REGISTRANT)
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)
JOHN HANCOCK PLACE, BOSTON, MA 02117
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 572-5060
SANDRA M. DaDALT, ESQUIRE
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
JOHN HANCOCK PLACE
BOSTON, MA 02117
(NAME AND ADDRESS OF AGENT FOR SERVICE)
Approximate date of proposed public offering: as soon as practicable after the
effective date of this Registration Statement.
An indefinite amount of the Registrant's securities has been registered pursuant
to a declaration under Rule 24f-2, under the Investment Company Act of 1940, set
out in a previously filed Form N-4 Registration Statement of Registrant and
Registrant's Depositor (File No. 33-82648). Registrant filed its Rule 24f-2
Notice for the December 31, 1995 fiscal year on February 26, 1996.
Title and amount of securities being registered: interests under flexible
premium deferred variable annuity contracts.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
FORM N-4 ITEM NO. SECTION IN PROSPECTUS
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<C> <S> <C>
1. Cover Page................... Cover Page
2. Definitions.................. Special Terms; Variable Account Valuation
Procedures
3. Synopsis or Highlights....... Summary Information
4. Condensed Financial
Information................. Not Available
5. General Description of
Registrant, Depositor JHVLICO, John Hancock, The Account and the
and Portfolio Companies..... Series Fund; Voting Privileges
6. Deductions................... Charges Variable Annuity Contracts
7. General Description of
Variable Annuity Contracts.. The Contracts; The Accumulation Period; The
Annuity Period; Miscellaneous Provisions;
Changes in Applicable Law-Funding and
Otherwise
8. Annuity Period............... The Annuity Period
9. Death Benefit................ The Accumulation Period; The Annuity Period
10. Purchases and Contract The Contracts; The Accumulation Period;
Values...................... Variable Account Valuation Procedures;
Performance
11. Redemptions.................. The Accumulation Period; Miscellaneous
Provisions
12. Taxes........................ Federal Income Taxes
13. Legal Proceedings............ Not Applicable
14. Table of Contents of
Statement of Additional Table of Contents of Statement of
Information................. Additional Information
</TABLE>
<PAGE>
[LOGO OF JONN HANCOCK APPEARS HERE]
Variable Life
Insurance Company
INDIVIDUAL COMBINATION FIXED/VARIABLE ANNUITY CONTRACTS
JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I
LIFE AND ANNUITY SERVICES
P.O. BOX 111
BOSTON, MASSACHUSETTS 02117
TELEPHONE 800-741-8184
FAX 617-572-0954
PROSPECTUS , 1997
The individual deferred annuity contracts ("Contracts") described in this
prospectus can be funded, at the discretion of the Owner by, at any one time,
up to ten of the eighteen subaccounts of John Hancock Variable Annuity Account
I ("Account"), a fixed annuity account (the "Fixed Account"), or a combination
of the Fixed Account and up to nine of the subaccounts. The assets of each
subaccount will be invested in a corresponding Portfolio of John Hancock
Variable Series Trust I ("Fund"), a mutual fund advised by John Hancock Mutual
Life Insurance Company ("John Hancock"). The Fixed Account is a part of the
general account of John Hancock Variable Life Insurance Company ("JHVLICO").
This prospectus sets forth concisely information about the Account that a
prospective investor ought to know before investing. A statement of additional
information for the Account, dated , 1997, has been filed with the
Securities and Exchange Commission ("Commission") and is incorporated herein
by reference. This statement, the table of contents of which appears at page
of this prospectus, is available upon request and without charge from JHVLICO
at the address above or at 800-555-1440.
Only the variable features of the Contracts are described in this
prospectus. For a summary of the fixed features, see "Appendix--The Fixed
Account and Fixed Account Value".
For additional information pertaining to the purchase of a Contract as an
Individual Retirement Annuity, see "Appendix--Variable Annuity Information for
Individual Retirement Annuities".
The prospectus for the Fund, which is attached to this prospectus, describes
the investment objectives, policies and risks of investing in the Portfolios
of the Fund: Managed, Growth & Income, Equity Index, Large Cap Value, Large
Cap Growth, Mid Cap Value, Mid Cap Growth, Special Opportunities, Real Estate
Equity, Small Cap Value, Small Cap Growth, International Balanced,
International Equities, International Opportunities, Short-Term U.S.
Government, Sovereign Bond, Strategic Bond, and Money Market.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
IT IS NOT VALID UNLESS ATTACHED TO A CURRENT PROSPECTUS FOR THE FUND.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE>
TABLE OF CONTENTS
<TABLE>
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Page
<S> <C>
SYNOPSIS OF EXPENSE INFORMATION............................................ 4
SPECIAL TERMS.............................................................. 6
SUMMARY INFORMATION........................................................ 7
THE VARIABLE ANNUITY....................................................... 10
JHVLICO, JOHN HANCOCK, THE ACCOUNT AND THE SERIES FUND..................... 11
CHARGES UNDER VARIABLE ANNUITY CONTRACTS................................... 14
Charges For Mortality And Expense Risks.................................. 14
Charges for Administrative Services...................................... 14
Variations in Charges.................................................... 14
Premium or Similar Taxes................................................. 15
THE CONTRACTS.............................................................. 15
Purchase of Contracts.................................................... 16
Annuity Direct Deposit Program........................................... 16
THE ACCUMULATION PERIOD.................................................... 16
Allocation of Purchase Payments (Accumulation Shares).................... 16
Value of Accumulation Shares............................................. 16
Transfers Among Subaccounts.............................................. 16
Dollar-Cost Averaging.................................................... 17
Surrender of Contract; Partial Withdrawals............................... 17
Systematic Withdrawal.................................................... 18
Death Benefit Before Date of Maturity.................................... 18
THE ANNUITY PERIOD......................................................... 19
Variable Monthly Annuity Payments........................................ 19
Assumed Investment Rate.................................................. 20
Calculation of Annuity Units............................................. 20
Annuity Options.......................................................... 20
Option A: Life Annuity with Five, Ten or Twenty Years Certain............ 20
Option B: Life Annuity Without Refund.................................... 21
Other Conditions......................................................... 21
VARIABLE ACCOUNT VALUATION PROCEDURES...................................... 21
MISCELLANEOUS PROVISIONS................................................... 22
Restriction on Assignment................................................ 22
Deferment of Payment..................................................... 22
Reservation of Rights.................................................... 22
Owner and Beneficiary.................................................... 22
FEDERAL INCOME TAXES....................................................... 22
The Account and JHVLICO.................................................. 22
Contracts Purchased Other Than to Fund a Tax Qualified Plan.............. 23
Diversification Requirements............................................. 23
Contracts Purchased Under Individual Retirement Annuity Plans (IRAs)..... 24
Withholding of Taxes..................................................... 24
See Your Own Tax Adviser................................................. 24
PERFORMANCE................................................................ 25
STATE REGULATION........................................................... 25
REPORTS.................................................................... 25
VOTING PRIVILEGES.......................................................... 25
</TABLE>
2
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<TABLE>
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Page
<S> <C>
CHANGES IN APPLICABLE LAW--FUNDING AND OTHERWISE.......................... 26
LEGAL MATTERS............................................................. 26
DISTRIBUTION OF THE CONTRACTS............................................. 26
REGISTRATION STATEMENT.................................................... 26
EXPERTS................................................................... 26
FINANCIAL STATEMENTS...................................................... 27
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.................. 27
APPENDIX--THE FIXED ACCOUNT AND FIXED ACCOUNT VALUE....................... 28
APPENDIX--VARIABLE ANNUITY INFORMATION FOR INDIVIDUAL RETIREMENT
ANNUITIES................................................................ 30
APPENDIX--ILLUSTRATIVE ACCUMULATED VALUE AND ANNUITY PAYMENT TABLES....... 31
</TABLE>
THE CONTRACTS OFFERED BY THIS PROSPECTUS MAY NOT BE AVAILABLE IN ALL STATES.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE OR SOLICIT AN OFFER IN THAT STATE.
3
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SYNOPSIS OF EXPENSE INFORMATION
The purpose of this synopsis is to assist the Owner in understanding the
various costs and expenses that an Owner will bear directly or indirectly.
This synopsis includes expenses of the Account as well as those of the Fund.
This synopsis does not include any premium taxes that may be applicable. For a
more complete description of the Account charges, see "Charges under Variable
Annuity Contracts." For a more complete description of the investment advisory
fee charged each Portfolio and the annual operating expenses of each
Portfolio, see the prospectus for the Fund.
CONTRACT EXPENSES
<TABLE>
<S> <C>
Sales Load.............................................................. None
Annual Contract Fee (for Contracts having an Accumulated Value of
$10,000 or less)/1/.................................................... $30
</TABLE>
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average account value)
<TABLE>
<S> <C>
Mortality and Expense Risk Charge....................................... 0.75%
Administrative Services Charge.......................................... 0.25%
-----
Total Separate Account Annual Expenses.................................. 1.00%
</TABLE>
ANNUAL FUND OPERATING EXPENSES (as a percentage of average daily net assets)
<TABLE>
<CAPTION>
FUND MANAGEMENT OTHER TOTAL FUND
NAME FEE EXPENSES/2/ ANNUAL EXPENSES
---- ---------- ----------- ---------------
<S> <C> <C> <C>
Managed................................ 0.34%
Growth & Income........................ 0.25%
Equity Index........................... 0.25%
Large Cap Value........................ 0.75%
Large Cap Growth....................... 0.40%
Mid Cap Value.......................... 0.80%
Mid Cap Growth......................... 0.85%
Special Opportunities.................. 0.75%
Real Estate Equity..................... 0.60%
Small Cap Value........................ 0.80%
Small Cap Growth....................... 0.75%
International Balanced................. 0.85%
International Equities................. 0.60%
International Opportunities............ 1.00%
Short-Term U.S. Government............. 0.50%
Sovereign Bond......................... 0.25%
Strategic Bond......................... 0.75%
Money Market........................... 0.25%
</TABLE>
4
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The following examples should not be considered representations of past or
future expenses; actual expenses may be greater than or less than those shown
above.
EXAMPLES
If you surrender or annuitize your contract at the end of the applicable
time period, you would pay the following current expenses on a $1,000 invest-
ment, assuming 5% annual return on assets:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS/3/ 10 YEARS/3/
------ ------- ---------- -----------
<S> <C> <C> <C> <C>
MANAGED...................................
GROWTH & INCOME...........................
EQUITY INDEX..............................
LARGE CAP VALUE...........................
LARGE CAP GROWTH..........................
MID CAP VALUE.............................
MID CAP GROWTH............................
SPECIAL OPPORTUNITIES..................... [To be added by amendment.]
REAL ESTATE EQUITY........................
SMALL CAP VALUE...........................
SMALL CAP GROWTH..........................
INTERNATIONAL BALANCED....................
INTERNATIONAL EQUITIES....................
INTERNATIONAL OPPORTUNITIES...............
SHORT-TERM US GOVERNMENT..................
SOVEREIGN BOND............................
STRATEGIC BOND............................
MONEY MARKET..............................
</TABLE>
/1/ The annual contract fee is deducted only on Contracts having an Accumu-
lated Value of less than $10,000. The contract fee is deducted at the begin-
ning of each Contract year after the first and at a full surrender during a
Contract Year. The contract fee is assessed only during the Accumulation Peri-
od. In the preceding Examples, the annual contract fee has been expressed as
an annual percentage of assets based on past experience concerning Contract
fees collected on other variable annuity contracts using the same Contract fee
provision. The Company reserves the right to increase the annual Contract Fee
up to $50, subject to applicable state regulations.
/2/ John Hancock reimburses a Portfolio when the Portfolio's Other Expenses
exceed 0.25% of its average daily net asset value. This was done for the year
ending December 31, 1996 with respect to three Portfolios. Absent the reim-
bursement, the Other Expenses for the Special Opportunities, International Eq-
uities, Short-Term U.S. Government Portfolios would have been %, %, and
%, respectively.
/3/ Expense information for five and ten years is not currently available
for the Equity Index, Large Cap Value, Mid Cap Value, Mid Cap Growth, Small
Cap Value, Small Cap Growth, International Balanced, International Opportuni-
ties, and Strategic Bond.
5
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SPECIAL TERMS
As used in this prospectus, the following terms have the indicated meanings:
ACCUMULATION SHARE: a unit of measurement used in determining the value of a
Contract prior to the commencement of annuity payments or, if earlier,
contract lapse. The value of an Accumulation Share for each subaccount will
reflect the investment performance of that subaccount and will vary in dollar
amount.
ACCUMULATED VALUE OF A CONTRACT: total value of the Accumulation Shares in
that Contract plus the Fixed Account Value of that Contract, if any.
ANNUITANT: the person on whose life the Contract is issued.
ANNUITY OPTION: the provisions under which a series of annuity payments is
made to the Annuitant or other payee, such as the Life Annuity with Ten Years
Certain.
ANNUITY UNIT: a unit of measurement used in determining the amount of each
variable annuity payment. The value of an Annuity Unit for each subaccount
will depend upon the assumed investment rate and the investment performance of
that subaccount and will vary in dollar amount.
ANNUITY DIRECT DEPOSIT PROGRAM: a program pursuant to which purchase payments
are automatically paid from the Owner's checking account on a specified day
each month.
BENEFICIARY: the person who receives the proceeds in the event of the death of
the Owner or the Annuitant.
CODE: The Internal Revenue Code of 1986, as amended.
CONTRACT YEAR: a period between anniversaries of the date of issue of the
Contract.
FIXED ACCOUNT: an account that is part of JHVLICO's general account in which
all or a part of the Accumulated Value may be held for accumulation at fixed
rates of interest (not less than 3%) declared by JHVLICO periodically at its
discretion.
OWNER: the person or entity, usually the one to whom the Contract is issued,
who has the sole right to exercise all rights and privileges under the
Contract except as otherwise provided in the Contract.
DATE OF MATURITY OF A CONTRACT: the date elected by the Owner (or, if no
election is made, Annuitant's 85th birthday) as of which annuity payments will
commence. The election is subject to certain conditions described in "The
Annuity Period".
MINIMUM DEATH BENEFIT: the undertaking of JHVLICO under a Contract to make a
payment on the death of the Annuitant at any time before the date of maturity
equal to the greater of (a) the Accumulated Value of the Contract next
determined following JHVLICO's receipt of due proof of death, and (b) the
aggregate amount of the purchase payments made under the Contract (reduced to
reflect partial withdrawals). See "The Accumulation Period--Death Benefit
Before Date of Maturity".
NET PURCHASE PAYMENT: the amount of any purchase payment reduced by applicable
taxes, if any, based on the amount of the purchase payment.
SURRENDER VALUE: a cash payment made prior to a Contract's maturity, equal to
all or part of the Accumulation Shares credited to the Contract, less any
contract fee.
SERVICE OFFICE: Life and Annuity Services, P.O. Box 111, Boston, MA 02117;
telephone 800-741-8184.
6
<PAGE>
SUMMARY INFORMATION
The Contracts are designed both for purchase by individuals doing their own
retirement planning, including plans and trusts that do not qualify for
special tax treatment under the Internal Revenue Code of 1986, as amended
("Code") and for purchase for persons participating in individual retirement
annuity plans satisfying the requirements of Section 408 of the Code.
THE CONTRACTS
The Contracts offered are deferred annuity Contracts under which purchase
payments may be made in a lump sum or at intervals until the date of maturity
of the Contract, at which time annuity payments by JHVLICO will begin, if so
elected by the Owner.
An application for a Contract is available by calling 800-555-1440. Upon
completion, it is transmitted along with the purchase payment to JHVLICO's
Home Office for review. See "Purchase of Contracts."
JHVLICO also issues variable life insurance policies. These contracts are
offered by means of other prospectuses, but use the same underlying Fund.
JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I
The Account is a separate investment account of JHVLICO, operated as a unit
investment trust, which supports benefits payable under its Contracts. There
are currently eighteen subaccounts within the Account: Managed, Growth &
Income, Equity Index, Large Cap Value, Large Cap Growth, Mid Cap Value, Mid
Cap Growth, Special Opportunities, Real Estate Equity, Small Cap Value, Small
Cap Growth, International Balanced, International Equities, International
Opportunities, Short-Term U.S. Government, Sovereign Bond, Strategic Bond, and
Money Market. Each is invested in a corresponding Portfolio of John Hancock
Variable Series Trust I, a "series" type of mutual fund.
Each Portfolio has a different investment objective. As stated below, John
Hancock receives a fee from the Fund for providing investment management
services. Independence Investment Associates, Inc. ("IIA"), provides sub-
investment management services with respect to the Managed, Growth & Income,
Equity Index, Large Cap Growth, Real Estate Equity, and Short-Term U.S.
Government.
John Hancock Advisers, Inc., and John Hancock Advisers International Limited
provide sub-investment management services for the International Equities
Portfolio. John Hancock Advisers provides sub-investment management services
for the Special Opportunities, Small Cap Growth, and Sovereign Bond
Portfolios. T. Rowe Price Associates, Inc., provides sub-investment advice to
the Large Cap Value Portfolio and, together with its subsidiary, Rowe Price-
Fleming International, Inc., provides sub-investment advice with respect to
the International Opportunities Portfolio.
INVESCO Management and Research is the sub-investment adviser to the Small
Cap Value Portfolio. Janus Capital Corporation is the sub-investment adviser
to the Mid Cap Growth Portfolio. Neuberger & Berman L.P., provides sub-
investment advice with respect to the Mid Cap Value Portfolio. J.P. Morgan
Investment Management Inc., provides sub-investment advice with respect to the
Strategic Bond Portfolio and Brinson Partners, Inc., does likewise with
respect to the International Balanced Portfolio.
Each sub-investment manager receives an annual percentage fee from John
Hancock for these services which in no way increases the costs borne by the
Fund, the Account, or Owners. For a full description of the Fund, see the
prospectus for the Fund following at the end of this prospectus.
PRINCIPAL UNDERWRITER OF THE ACCOUNT
John Hancock Distributors, Inc., a wholly-owned subsidiary of John Hancock
and a registered broker-dealer since 1968, makes Contracts available through
its registered representatives licensed to sell life insurance policies and
annuity contracts.
7
<PAGE>
PURCHASE PAYMENTS
Purchase payments received under Contracts, after deduction of premium or
similar taxes, if applicable, are allocated by JHVLICO to one or more of the
variable subaccounts and the Fixed Account, as directed by the Owner.
Purchase payments should be mailed to Life and Annuity Services, Post Office
Box 111, Boston, MA 02117.
The initial purchase payment under a Contract must be at least $5,000
($2,000 for individual retirement accounts) or $1,000 if made pursuant to an
Annuity Direct Deposit program; thereafter any payment must be at least $50.
The maximum amount that can be deposited into a Contract per Contract Year
is $500,000. The maximum amount that can be deposited into any one subaccount
per Contract Year is $500,000 less any amount previously transferred to such
subaccount in such Contract Year. The maximum amount that can be deposited
into the Fixed Account per Contract Year (exclusive of the initial deposit) is
$100,000 less any amount previously transferred to the Fixed Account in such
Contract Year. The initial deposit into the Fixed Account can be as large as
$500,000. Deposits in or transfers to the Fixed Account can only be made
during the first 10 Contract Years. No new deposits may be made after
Annuitant's 85th birthday. These limits may be waived by JHVLICO.
There are also limitations on amounts transferred into the subaccounts and
the Fixed Account. See "Transfers Among Subaccounts" and "Appendix--The Fixed
Account and Fixed Account Value," respectively.
CHARGES AND DEDUCTIONS
JHVLICO does not make any deductions for sales load from purchase payments.
Certain charges will be deducted from a Contract as described below.
MORTALITY AND EXPENSE RISK CHARGES
JHVLICO makes a daily charge to the Account for mortality and expense risks
equal to 0.75% per annum of the average daily net assets of the Account (0.45%
on an annual basis for mortality risks and 0.30% on an annual basis for
expense risks). See "Charges for Mortality and Expense Risks."
ADMINISTRATIVE SERVICES CHARGE
JHVLICO makes a daily charge to the Account for administrative services
equal to 0.25% per annum of the daily net assets of the Account. During the
Accumulation Period, JHVLICO also assesses an annual Contract fee of $30 on
Contracts having an Accumulated Value of less than $10,000. JHVLICO reserves
the right to increase the Contract fee up to $50, subject to state
regulations. See "Charges for Administrative Services."
PREMIUM TAX CHARGE
Deductions are made on any applicable taxes based on the amount of purchase
payment; currently such state taxes range from 0% to 5% of each purchase
payment. See "Premium or Similar Taxes."
FUND EXPENSES
Investment management fees at annual rates ranging from 0.25% to 1.00% of
average daily net assets are paid by the Portfolios to John Hancock. The
Portfolios also incur charges for other expenses incurred in their operations.
Investment management fees and other expenses are reflected in the net asset
value of each Portfolio's shares. For a description of these charges and
expenses, see the prospectus for the Series Trust.
WITHDRAWAL PRIOR TO MATURITY
At any time before annuity payments begin, if the Annuitant is living, a
Contract may be surrendered in full for its Surrender Value or a portion of
the value of the Contract may be withdrawn, subject to certain
8
<PAGE>
limits. See "Surrender of Contract; Partial Withdrawals." A 10% penalty tax
may be applicable to the taxable portion (earnings) withdrawn before the Owner
attains age 59 1/2.
SYSTEMATIC WITHDRAWALS
The Owner may pre-authorize a periodic withdrawal plan. Payments may be
monthly, quarterly, semi-annual, or annual, and may be for a level dollar
amount. A minimum Accumulated Value of $25,000 is required to start the
program. See "Systematic Withdrawals."
DOLLAR-COST AVERAGING
The Owner may elect to have amounts transferred automatically from any
variable subaccount into one or more of the other variable subaccounts.
Transfers may be made monthly, quarterly, semi-annually, or annually for a
minimum of $250. A minimum Accumulated Value of $20,000 is required to start
the program. See "Dollar-Cost Averaging."
GUARANTEED MINIMUM DEATH BENEFIT
Contracts include a death benefit payable on the death of the Annuitant
prior to annuitization that is the greater of (a) the Accumulated Value of the
Contract, and (b) the purchase payments made under the Contract, adjusted for
any prior partial withdrawals. See "Death Benefit Before Date of Maturity."
FREE-LOOK PROVISION
An Owner may surrender the Contract for any reason during the "free-look
period" and receive the following in cash: (1) the gross payments made if the
Contract is an individual retirement annuity or the Contract is issued in
Idaho, Nebraska, North Carolina, Oklahoma, South Carolina, Washington, West
Virginia, or Utah, or (2) the Accumulated Value of the Contract plus any
deductions previously made from purchase payments for premium or similar taxes
if the Contract is issued in any other state and is not an individual
retirement annuity. In most cases, the "free-look period" is 10 days after the
Contract's receipt, but there are exceptions. If the Contract is issued in
Idaho, or North Dakota, the free-look period is 20 days. If the Contract is
issued in South Carolina and is a replacement for a life insurance contract or
another annuity, the free-look period is also 20 days. Finally, if the
Contract is issued in California to an Owner 60 years of age or older, the
Owner may surrender the Contract within 30 days after its receipt, and, in
that event, the gross purchase payments made will be refunded to the Owner.
9
<PAGE>
THE VARIABLE ANNUITY
A variable annuity is significantly different from a fixed annuity in that
it is the Owner and Annuitant under a variable annuity who assume the risk of
investment gain or loss rather than the insurance company. While under a fixed
annuity the insurance company guarantees a specified interest rate for a
period of time and specified monthly annuity payments, the amounts of annuity
payments under a variable annuity are not guaranteed and will vary with the
investment performance of the portfolio securities in the underlying Fund.
Based upon the Owner's investment objective, the Owner directs the
allocation of purchase payments and Accumulated Values among the subaccounts
on a continuing basis. There can be no assurance that these investment
objectives will be achieved.
JHVLICO, JOHN HANCOCK, THE ACCOUNT AND THE SERIES FUND
JHVLICO AND JOHN HANCOCK
JHVLICO, a stock life insurance company chartered in 1979 under
Massachusetts law, is authorized to transact a life insurance and annuity
business in Massachusetts and all other states, except New York. JHVLICO began
selling variable life insurance policies in 1980.
JHVLICO is a wholly-owned subsidiary of John Hancock, a mutual life
insurance company chartered in Massachusetts in 1862. Its Home Office is at
200 Clarendon Street, Boston, Massachusetts 02117. It conducts a conventional
life insurance business in all of the United States, the District of Columbia
and Puerto Rico. John Hancock sells insurance policies and annuity contracts
directly to customers or through a career agency system, banks, or
broker/dealers. It is anticipated that John Hancock will from time to time
make additional capital contributions to JHVLICO to enable it to meet its
reserve requirements and expenses in connection with its business and John
Hancock is committed to make additional capital contributions if necessary to
ensure that JHVLICO maintains a positive net worth.
THE ACCOUNT
The Account is a separate account established under Massachusetts law on
June 15, 1994. The Account, although an integral part of JHVLICO, meets the
definition of a "separate account" under the Federal securities laws and is
registered as a unit investment trust under the Investment Company Act of
1940, as amended ("1940 Act").
The Account's assets are the property of JHVLICO and the obligations under
the Contracts are the obligations of JHVLICO. Each Contract provides that the
portion of the Account's assets equal to the reserves and other liabilities
under the Contract with respect to the Account shall not be chargeable with
liabilities arising out of any other business JHVLICO may conduct. In addition
to the net assets and other liabilities for Contracts, the Account's assets
include assets derived from charges made by JHVLICO and, possibly, funds
contributed by JHVLICO to commence operation of the subaccounts or their
predecessors. From time to time these additional assets may be transferred in
cash by JHVLICO to its general account. Before making any such transfer,
JHVLICO will consider any possible adverse impact the transfer might have on
any subaccount.
Income, gains and losses, whether or not realized, from assets allocated to
the Account are, in accordance with the Contracts, credited to or charged
against the Account without regard to other income, gains or losses of
JHVLICO.
There currently are eighteen subaccounts in the Account: Managed, Growth &
Income, Equity Index, Large Cap Value, Large Cap Growth, Mid Cap Value, Mid
Cap Growth, Special Opportunities, Real Estate Equity, Small Cap Value, Small
Cap Growth, International Balanced, International Equities, International
Opportunities, Short-Term U.S. Government, Sovereign Bond, Strategic Bond, and
Money Market. The
10
<PAGE>
assets in each are invested in a separate class of shares issued by the Fund,
but the assets of one subaccount are not necessarily legally insulated from
liabilities associated with another subaccount. New subaccounts may be added
and made available to Owners.
THE SERIES FUND
The Fund is a "series" type of mutual fund which is registered under the
1940 Act as an open-end diversified management investment company and
organized as a Massachusetts business trust. The Fund serves as the investment
medium for the Account and other unit investment trust separate accounts
established by John Hancock and by JHVLICO for variable life insurance
policies and variable annuity contracts. A full description of the Fund, its
investment objectives, policies and restrictions, its charges and expenses,
and all other aspects of its operation is contained in the attached prospectus
(which should be read carefully before investing) and the statement of
additional information referred to therein, which should be read together with
this prospectus. Among other items, note the description of the need to
monitor events on the part of the Fund's Board of Trustees for possible
conflicts between separate accounts and other consequences.
The following is a brief summary of the investment objectives of each
Portfolio.
Managed Portfolio
The investment objective of this Portfolio is to achieve maximum long-term
total return consistent with prudent investment risk. Investments will be made
in common stocks, convertibles and other fixed income securities and in money
market instruments.
Growth & Income Portfolio
The investment objective of this Portfolio is to achieve intermediate and
long-term growth of capital, with income as a secondary consideration. This
objective will be pursued by investments principally in common stocks (and in
securities convertible into or with rights to purchase common stocks) of
companies believed by management to offer growth potential over both the
intermediate and the long term.
Equity Index Portfolio
The investment objective of this Portfolio is to provide investment results
that correspond to the total return of the U.S. market as represented by the
S&P 500 utilizing common stocks that are publicly traded in the United States.
Large Cap Value Portfolio
The investment objective of this Portfolio is to provide substantial
dividend income, as well as long-term capital appreciation, through
investments in the common stocks of established companies believed to offer
favorable prospects for increasing dividends and capital appreciation.
Large Cap Growth Portfolio
The investment objective of this Portfolio is to achieve above-average
capital appreciation through the ownership of common stocks of companies
believed by management to offer above-average capital appreciation
opportunities. Current income is not an objective of the Portfolio.
Mid Cap Value Portfolio
The investment objective of this Portfolio is to provide long-term growth of
capital primarily through investment in the common stocks of medium
capitalization companies believed to sell at a discount to their intrinsic
value.
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Mid Cap Growth Portfolio
The investment objective of this Portfolio is to provide long-term growth of
capital through a non-diversified portfolio investing primarily in common
stocks of medium capitalization companies.
Special Opportunities Portfolio
The investment objective of this Portfolio is to achieve long-term capital
appreciation by emphasizing investments in equity securities of issuers in
various economic sectors.
Real Estate Equity Portfolio
The investment objective of this Portfolio is to provide above-average
income and long-term growth of capital by investment principally in equity
securities of companies in the real estate and related industries.
Small Cap Value Portfolio
The investment objective of this Portfolio is to provide long-term growth of
capital by investing in a well diversified portfolio of equity securities of
small capitalization companies exhibiting value characteristics.
Small Cap Growth Portfolio
The investment objective of this Portfolio is to provide long-term growth of
capital through a diversified portfolio investing primarily in common stocks
of small capitalization emerging growth companies.
International Balanced Portfolio
The investment objective of this Portfolio is to maximize total U.S. dollar
return, consisting of capital appreciation and current income, through
investment in non-U.S. equity and fixed income securities.
International Equities Portfolio
The investment objective of this Portfolio is to achieve long-term growth of
capital by investing primarily in foreign equity securities.
International Opportunities Portfolio
The investment objective of this Portfolio is to provide capital
appreciation through investments in common stocks of primarily well-
established, non-United States companies.
Short-Term U.S. Government Portfolio
The investment objective of this Portfolio is to provide a high level of
current income consistent with the maintenance of principal, through
investment in a portfolio of short-term U.S. Treasury securities and U.S.
Government agency securities.
Sovereign Bond Portfolio
The investment objective of this Portfolio is to provide as high a level of
long-term total rate of return as is consistent with prudent investment risk,
through investment primarily in a diversified portfolio of freely marketable
debt securities. Total rate of return consists of current income, including
interest and discount accruals, and capital appreciation. Although the
Sovereign Bond Portfolio does not have a significant portion of its assets in
high yield securities, further information in this regard may be found under
"Investment Objectives and Policies" in the Fund prospectus.
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Strategic Bond Portfolio
The investment objective of this Portfolio is to provide a high total return
consistent with moderate risk of capital and maintenance of liquidity, from a
portfolio of domestic and international fixed income securities.
Money Market Portfolio
The investment objective of this Portfolio is to provide maximum current
income consistent with capital preservation and liquidity. It seeks to achieve
this objective by investing in a managed portfolio of high quality money
market instruments.
John Hancock acts as the investment manager for the Fund. Independence
Investment Associates, Inc. ("IIA"), an indirectly-owned subsidiary of John
Hancock with its principal place of business at 53 State Street, Boston,
Massachusetts, provides sub-investment advice with respect to the Managed,
Growth & Income, Equity Index, Large Cap Growth, Real Estate Equity, and
Short-Term U.S. Government.
John Hancock Advisers, Inc., another directly-owned subsidiary, located at
101 Huntington Avenue, Boston, Massachusetts, and its subsidiary, John Hancock
Advisers International, Limited, located at 34 Dover Street, London, England,
provide sub-investment advice with respect to the International Equities
Portfolio. John Hancock Advisers provides sub-investment advice with respect
to the Special Opportunities, Small Cap Growth, and Sovereign Bond Portfolios.
T. Rowe Price Associates, Inc., located at 100 East Pratt St., Baltimore, MD
21202, provides sub-investment advice with respect to the Large Cap Value
Portfolio and, together with its subsidiary, Rowe Price-Fleming International,
Inc., also located at 100 East Pratt St., Baltimore, MD 21202, provides sub-
investment advice with respect to the International Opportunities Portfolio.
INVESCO Management and Research located at 101 Federal Street, Boston, MA
02110, is the sub-investment adviser to the Small Cap Value Portfolio. Janus
Capital Corporation, with its principal place of business at 100 Filmore
Street, Denver, CO 80206, is the sub-investment adviser to the Mid Cap Growth
Portfolio. Neuberger & Berman L.P., of 605 Third Avenue, New York, NY 10158,
provides sub-investment advice to the Mid Cap Value Portfolio. J.P. Morgan
Investment Management Inc., located at 522 Fifth Avenue, New York, NY 10036,
provides sub-investment advice with respect to the Strategic Bond Portfolio
and Brinson Partners, Inc., of 209 South LaSalle Street, Chicago, IL 60604,
does likewise with respect to the International Balanced Portfolio.
JHVLICO will purchase and redeem Fund shares for the Account at their net
asset value without any sales or redemption charges. Shares of the Fund
represent an interest in one of the Portfolios of the Fund which corresponds
to the subaccount of the Account. Any dividend or capital gains distributions
received by the Account will be reinvested in Fund shares at their net asset
value as of the dates paid. Any such distribution will result in a reduction
in the value of the Fund shares of the Portfolio from which the distribution
was made. The total net asset value of the Account will not change because of
such distribution, however.
On each Valuation Date, shares of each Portfolio are purchased or redeemed
by JHVLICO for each subaccount based on, among other things, the amount of net
purchase payments allocated to the subaccount, dividends and distributions
reinvested, transfers to, from and among subaccounts, all to be effected as of
that date. Such purchases and redemptions are effected at the net asset value
per Fund share for each Portfolio determined on that same Valuation Date.
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CHARGES UNDER VARIABLE ANNUITY CONTRACTS
CHARGES FOR MORTALITY AND EXPENSE RISKS
While the variable annuity payments to Annuitants will vary in accordance
with the investment performance of the Account, the amount of such payments
will not be decreased because of adverse mortality experience of Annuitants as
a class or because of an increase in actual expenses of JHVLICO over the
expense charges provided for in the Contracts. JHVLICO assumes the risk that
Annuitants as a class may live longer than expected (necessitating a greater
number of annuity payments) and that its expenses may be higher than the
deductions for such expenses. JHVLICO also provides a minimum death benefit
upon the death of the Annuitant.
In return for the assumption of these mortality and expense risks, JHVLICO
charges the Account daily 0.001233% (0.45% on an annual basis) of the current
value of Account net assets for mortality risks and 0.000822% (0.30% on an
annual basis) for expense risks. JHVLICO reserves the right to revise the
proportionate amounts of the charge as between mortality risks and expense
risks, should estimates change. Nevertheless, the aggregate charge will not
exceed 0.75% on an annual basis.
CHARGES FOR ADMINISTRATIVE SERVICES
JHVLICO maintains an account for each Owner and Annuitant and makes all
disbursements of benefits. JHVLICO also furnishes such administrative and
clerical services, including the calculation of Accumulation Share values and
the values and interests determined thereby, as are required for each
subaccount. JHVLICO makes disbursements from Account funds to pay obligations
chargeable to the Account and maintains the accounts, records, and other
documents relating to the business of the Account required by regulatory
authorities.
For these and other administrative services, JHVLICO makes a daily charge to
the Account of 0.000685% (0.25% on an annual basis) of the current value of
its net assets and assesses, during the Accumulation Period, a contract fee of
$30 on Contracts having an Accumulated Value of less than $10,000. The
contract fee will be deducted at the beginning of each Contract Year after the
first and at a full surrender during a Contract Year. JHVLICO reserves the
right to increase this fee up to a maximum of $50 subject to state
regulations. The contract fee will be deducted from each subaccount and the
Fixed Account in the same proportion that the Accumulated Value of the
Contract in that subaccount or Fixed Account bears to the full Accumulated
Value of the Contract. However, the portion of the contract fee allocated to
the Fixed Account will not be deducted from the Fixed Account to the extent it
would result in an accumulation of purchase payments or other amounts
allocated to the Fixed Account at less than the guaranteed minimum rate of 3
percent.
The administrative services charges were not designed, nor are they
expected, to exceed JHVLICO's cost in providing these services.
VARIATIONS IN CHARGES
In the future, JHVLICO may allow a reduction in or the elimination of the
charges for mortality and expense risks, the administrative services charge,
or the annual contract fee assessed on Contracts sold to groups or classes of
individuals in a manner resulting in a reduction in the expenses associated
with the sale of such Contracts or the costs associated with administering or
maintaining such Contracts.
The entitlement to such a reduction in or elimination of charges and fees
will be determined by JHVLICO based upon factors such as the following: (1)
the size of the initial purchase payment, (2) the size of the group or class,
(3) the total amount of purchase payments expected to be received from the
group or class and the manner in which purchase payments are remitted, (4) the
nature of the group or class for which the Contracts are being purchased and
the persistency expected from that group or class as
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well as the mortality risks associated with that group or class, or (5) the
purpose for which the Contracts are being purchased and whether that purpose
makes it likely that costs and expenses will be reduced.
JHVLICO will make any reduction in charges or fees according to its own
rules in effect at the time an application for a Contract is approved. JHVLICO
reserves the right to change these rules from time to time. Any variation in
charges or fees will reflect differences in costs and services, will apply
uniformly to all prospective Contract purchasers in the group or class, and
will not be unfairly discriminatory to the interests of any Owner.
PREMIUM OR SIMILAR TAXES
Several states and local governments impose a premium or similar tax on
annuities. Currently, such taxes range from 0% to 5% of the Accumulated Value
applied to an Annuity Option. Ordinarily, any state-imposed premium or similar
tax will be deducted from the Accumulated Value of the Contract only at the
time of annuitization.
For Contracts issued in South Dakota, however, JHVLICO pays a tax on each
premium payment at the time it is made. JHVLICO will deduct a charge for these
taxes from the Accumulated Value of the Contract at the time of annuitization,
death, surrender, or withdrawal. Such a charge is equal to the applicable
premium tax percentage stated above times the amount of Accumulated Value that
is applied to an Annuity Option, surrendered, withdrawn, or at death. The net
economic effect of this procedure is not significantly different than if
JHVLICO deducted the premium tax from each premium payment when received.
The charges described above (exclusive of taxes) and the Contracts' annuity
purchase rates will apply for the duration of each Contract and, except as
noted above, will not be increased by JHVLICO. However, these charges do not
include all of the expenses which may be incurred for the account of Owners
and Annuitants. Additional charges will be made directly to the Account for
taxes, if any, based on the income of, capital gains of, assets in, or the
existence of, the Account and interest on funds borrowed. In addition, JHVLICO
reserves the right to deduct premium taxes from premiums when paid. Moreover,
the Account purchases and redeems shares of the Fund at net asset value, a
value which reflects the deduction from the assets of the Fund of its
investment management fee and of certain operating expenses described briefly
under "Summary Information."
THE CONTRACTS
The descriptions herein are based on certain provisions of the Contracts
offered by this Prospectus. Reference should be made to the actual Contracts
and to the terms and limitations of any tax qualified plan which is to be
funded by such Contracts. Tax qualified plans are subject to several
requirements and limitations which may affect the terms of any particular
Contract or the advisability of taking certain action permitted thereby.
PURCHASE OF CONTRACTS
Any person wishing to purchase a Contract may submit an application and an
initial purchase payment to the Company, as well as any other form or
information that the Company may require. If the application is complete and
the Contract applied for is suitable, the Contract will be issued and
thereafter delivered directly to the Owner. If the completed application is
received in proper order, the initial purchase payment accompanying the
completed application is applied within two business days after receipt. If an
initial purchase payment is not applied within five business days after
receipt, it will be refunded unless JHVLICO has received the consent of the
applicant to retain the purchase payment until receipt of information
necessary to complete the issuance of the Contract.
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The initial purchase payment must be at least $5,000 ($2,000 for individual
retirement accounts) or $1,000 if made pursuant to an annuity direct deposit
program and subsequent payments must be at least $50 in amount, except where
otherwise permitted by JHVLICO. Maximum payments to any one subaccount in a
single Contract Year are $500,000 less any amount previously transferred into
such subaccount in such year. Maximum payments to the Fixed Account in a
single Contract Year, exclusive of the initial premium, is $100,000 less any
amount previously transferred into the Fixed Account in such year. Increases
in purchase payments beyond the foregoing limits may be made only with
JHVLICO's written consent. While the Annuitant is living and the Contract is
in force, purchase payments may be made at any time before maturity, except
that no new purchase payments may be made after the Annuitant's 85th birthday.
These limits may be waived by JHVLICO.
ANNUITY DIRECT DEPOSIT PROGRAM
The Annuity Direct Deposit ("ADD") Program is a program pursuant to which
purchase payments are automatically paid from the Owner's checking account on
a specified day each month. The minimum monthly payment for the ADD program is
$50. The Owner has the right to change the monthly payment amount or
discontinue the service at any time by telephoning JHVLICO at 800-741-8184.
THE ACCUMULATION PERIOD
ALLOCATION OF PURCHASE PAYMENTS (ACCUMULATION SHARES)
Net purchase payments are allocated by JHVLICO to any one or more of the
subaccounts or the Fixed Account or allocated among the subaccounts and the
Fixed Account in the proportion specified in the application for the Contract
or as directed by the Owner from time to time. Any change in the election will
be effective as to purchase payments made after the receipt by JHVLICO at its
Home Office of notice in form satisfactory to JHVLICO.
Each net purchase payment allocated to a subaccount purchases Accumulation
Shares of that subaccount at the value of such shares next determined after
the receipt of such net purchase payment at the Home Office of JHVLICO. See
"Variable Account Valuation Procedures." The number of Accumulation Shares of
a subaccount purchased with a specific purchase payment will be determined by
dividing the net purchase payment by the value of an Accumulation Share in
that subaccount when the net purchase payment is applied. The value of the
Accumulation Shares so purchased will vary in amount thereafter, depending
upon the investment performance of the subaccount and the charges and
deductions made against the subaccount.
VALUE OF ACCUMULATION SHARES
At any date prior to a Contract's maturity date, the total value of the
Accumulation Shares in a subaccount which have been credited to a Contract can
be computed by multiplying the number of such Accumulation Shares by the
appropriate Accumulation Share Value in effect for such date.
TRANSFERS AMONG SUBACCOUNTS
Not more often than twelve times in each Contract Year, without JHVLICO's
prior approval, and not on or within 30 days prior to the date of maturity,
the Owner may elect to transfer all or any part of the Accumulation Shares or
Annuity Units credited to a Contract from one subaccount to another. Maximum
transfers into any one subaccount in a single Contract Year is $500,000 less
premiums previously deposited into such subaccount in such Contract Year. Any
such transfer will result in the redemption and purchase of Accumulation
Shares or Annuity Units, whichever is applicable, on the basis of the
respective values next determined after receipt of notice satisfactory to
JHVLICO at its Home Office. (For Fixed Account transfers, see "Appendix--Fixed
Account and Fixed Account Value.") A transfer pursuant to the dollar-cost
averaging feature discussed below counts toward the twelve transfers per year.
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An Owner may request a transfer in writing or, once a written telephone
transfer authorization form is completed by the Owner, the Owner may request a
transfer by telephoning JHVLICO at 800-741-8184 or via the JHVLICO facsimile
machine at 617-572-0954. (Any transfer requests received via facsimile are
considered telephone transfers and are bound by the conditions outlined in the
Owner's signed telephone transfer authorization form.) Any written request
should include the Owner's name, daytime telephone number, and Contract number
as well as the names of the subaccounts from which and to which money will be
transferred. JHVLICO reserves the right to modify, suspend, or terminate
telephone transfers at any time without notice to the Owners.
An Owner who authorizes telephone transfers will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone
transfer instructions which JHVLICO reasonably believes to be genuine, unless
such loss, expense or cost is the result of JHVLICO's mistake or negligence.
JHVLICO employs procedures which provide adequate safeguards against the
execution of unauthorized transfers, and which are reasonably designed to
confirm that transfer instructions received by telephone are genuine. These
procedures include requiring personal identification, tape recording calls,
and providing written confirmation to the Owner.
DOLLAR-COST AVERAGING
The Owner may elect to have automatically transferred on a monthly,
quarterly, semi-annual or annual basis, at no cost, part of the Accumulation
Shares credited to any variable subaccount into one or more of the other
variable subaccounts. The minimum amount of each transfer is $250. Automatic
transfers into the Fixed Account are not permitted. To begin the program, the
Accumulated Value of the Contract must be at least $20,000. The program
continues until the earlier of 12, 24, or 36 (as chosen by the Owner) months
and full liquidation of the variable subaccount from which the monies are
being transferred. Transfers may be made via telephone or facsimile machine
provided a telephone authorization form has been completed by the Owner.
JHVLICO reserves the right to terminate the dollar-cost averaging program at
any time.
SURRENDER OF CONTRACT; PARTIAL WITHDRAWALS
Prior to its date of maturity, if the Annuitant is living, a Contract may be
surrendered for a cash payment representing all or part of the total
Accumulated Value of the Contract. The appropriate number of Accumulation
Shares will be redeemed at their value next determined after the receipt by
JHVLICO at its Home Office of notice in form satisfactory to JHVLICO. Unless
directed otherwise by the Owner, that portion of the Accumulated Value of the
Contract redeemed in a partial withdrawal will be redeemed in each subaccount
and in the Fixed Account in the same proportion as the Accumulated Value of
the Contract is then allocated among the subaccounts and the Fixed Account.
The redemption value may be more or less than the net purchase payments
applied under the Contract to purchase the Accumulation Shares, depending upon
the market value of the Fund shares held in the subaccount at the time, minus
any unpaid contract fees. The resulting cash payment will be made in a single
sum, ordinarily within seven days after receipt of such notice. As described
under "Miscellaneous Provisions--Deferment of Payment," however, redemption
and payment may be delayed under certain circumstances. See "Federal Income
Taxes" for possible adverse tax consequences of certain surrenders and partial
withdrawals.
Any request for a surrender or partial withdrawal should be mailed to Life
and Annuity Services, Post Office Box 111, Boston, MA 02117.
A partial withdrawal is not permitted in an amount less than $100 or if the
total Accumulated Value of a Contract remaining after the withdrawal would be
less than $1,000. A partial withdrawal is not a loan and, once made, cannot be
repaid.
In the event the Accumulated Value of the Contract becomes zero, the
Contract will terminate.
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SYSTEMATIC WITHDRAWAL
The Owner may elect to participate in a systematic withdrawal plan, which
enables the Owner to pre-authorize a periodic exercise of the contractual
withdrawal rights described above. Owners entering into such a plan instruct
JHVLICO to withdraw a level dollar amount from the Contract on a monthly,
quarterly, semi-annual, or annual basis. The amount deducted will result in
the cancellation of Accumulation Shares from each applicable subaccount in the
ratio that the value of each subaccount bears to the total Accumulated Value.
Currently, systematic withdrawal is available to Owners who have a Contract
Value of $25,000 or more. The Company reserves the right to modify the
eligibility rules or other terms and conditions of this program at any time,
without notice. The minimum withdrawal is $100. The systematic withdrawal will
terminate upon cancellation by the Owner or in the event that the Accumulated
Value of the Contract becomes $5,000 or less. Systematic withdrawal is not
available to Contracts participating in the Dollar-Cost Averaging program.
There may be tax consequences associated with the systematic withdrawal plan.
See "Federal Income Taxes."
DEATH BENEFIT BEFORE DATE OF MATURITY
If the Annuitant dies before the date of maturity or the surrender or
termination of a Contract, a death benefit is payable. The death benefit will
be the greater of (a) the Accumulated Value of the Contract next determined
following receipt at the Home Office of JHVLICO of due proof of death,
together with any required instructions as to method of settlement and (b) the
amount of the purchase payments made under the Contract reduced by all prior
partial withdrawals.
Payment of the death benefit will be made in a single sum to the beneficiary
designated by the Owner prior to the Annuitant's death unless an optional
method of settlement has been elected by the Owner. If an optional method of
settlement has not been elected by the Owner, the beneficiary may elect an
optional method of settlement in lieu of a single sum. No deduction is made
for sales or other expenses upon such election. Payment will be made in a
single sum in any event if the death benefit is less than $5,000. See "Annuity
Period--Annuity Options." If there is no surviving beneficiary, the Owner, or
his or her estate is the beneficiary.
The Code requires certain distribution provisions to be included in any
Contract used to fund other than a tax qualified plan (See "Federal Income
Taxes"). Failure to include the required distribution provisions results in
the Contract not being treated as an annuity for Federal tax purposes. The
Code imposes comparable distribution requirements for Contracts used to fund
tax qualified plans. These required provisions for tax qualified plans will be
reflected by means of separate disclosures and endorsements furnished by
JHVLICO to Owners.
The Code distribution requirements are expected to present no practical
problems when the Annuitant and Owner are the same person. Nevertheless, all
Owners of Contracts not used to fund a tax qualified plan and IRA Contract
Owners should be aware that the following distribution requirements are
applicable notwithstanding any provision to the contrary in the Contract (or
in this prospectus) relating to payment of the death benefit or death of the
Annuitant.
If the Owner dies on or after annuity payments have begun, any remaining
benefit must be paid out at least as rapidly as under the method of making
annuity payments then in effect. If the Owner dies before annuity payments
have begun: (a) if the beneficiary is the surviving spouse of the Owner, the
beneficiary may continue the Contract in force as Owner; or (b) if the
beneficiary is not the surviving spouse of the Owner, or if the beneficiary is
the surviving spouse of the Owner but does not choose to continue the
Contract, the entire interest in the Contract on the date of death of the
Owner must be: (i) paid out in full within 5 years of the Owner's death, or
(ii) applied in full towards the purchase of a life annuity on the beneficiary
with payments commencing within 1 year of the Owner's death.
The Code imposes comparable distribution requirements on tax qualified
plans.
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If the Owner is not the Annuitant, "the entire interest in the Contract on
the date of death of the Owner" is equal to the Surrender Value if paid out in
full within five years of the Owner's death, or is equal to the Accumulated
Value if applied in full towards the purchase of a life annuity on the
beneficiary with payments commencing within one year of the Owner's death.
Note that "the entire interest in the Contract on the date of death of the
Owner" which is payable if the Owner dies before annuity payments have begun
may be an amount less than the death benefit which would have been payable if
the Annuitant had died instead. Note also that notice should be furnished
promptly to JHVLICO upon the death of the Owner.
THE ANNUITY PERIOD
During the annuity period, the total value of any one Contract must be
allocated among no more than four "accounts" (i.e., the subaccounts and/or the
Fixed Account). Amounts allocated to the Fixed Account will provide annuity
payments on a fixed basis; amounts allocated to the subaccounts will provide
annuity payments on a variable basis. If more than four accounts are being
used on the maturity date, JHVLICO will divide the total Accumulated Value of
the Contract proportionately among the four accounts with the largest
Accumulated Values. Only variable annuity payments are described in this
prospectus.
Annuity payments will commence on the date of maturity of the Contract if
the Annuitant is then living and the Contract is then in force. Each Contract
will provide at the time of its issuance for a Life Annuity with Ten Years
Certain. Under this form of annuity, variable annuity payments are made
monthly to the Annuitant for life and, if the Annuitant dies within ten years
after the date of maturity of the Contract, the payments remaining in the ten-
year period will be made to the contingent payee, subject to the terms of any
supplementary agreement issued. (NOTE: The terminology used in a supplementary
agreement may differ from that used in a Contract. For example, in a
supplementary agreement, the term "payee" may be used to refer to the
Annuitant or to some other person named by the Annuitant or the Owner to
receive payments under the supplementary agreement in the event of the
Annuitant's death, and the term "contingent payee" may be used to refer to the
beneficiary.) A different form of annuity may be elected by the Owner, as
described in "Annuity Options," prior to the date of maturity of the Contract.
Once a given form of annuity takes effect, it may not be changed.
If the initial monthly annuity payment under a Contract would be less than
$50, JHVLICO may make a single sum payment equal to the total Surrender Value
of the Contract on the date the initial payment would be payable, in place of
all other benefits, or, if agreed to by the Owner, make periodic payments at
quarterly, semi-annual or annual intervals in place of monthly payments.
Each Contract specifies the date of maturity at the time of its issuance as
the Annuitant's 85th birthday. The Owner may subsequently elect a different
date of maturity, however. Unless otherwise permitted by JHVLICO, such
subsequently elected date may be no earlier than twelve months after the date
the first payment is applied to the Contract, nor later than the Annuitant's
85th birthday. The election is made by written notice received by JHVLICO at
its Home Office before the provisional date of maturity and at least 31 days
prior to the date of maturity. Particular care should be taken in electing the
date of maturity of Contracts issued under individual retirement annuity
contract plans. See "Federal Income Taxes."
VARIABLE MONTHLY ANNUITY PAYMENTS
Variable monthly annuity payments under a Contract are determined by
converting each subaccount's Accumulation Shares credited to the Contract
(less any applicable premium tax) into the respective Annuity Units of each
subaccount on the date of maturity of the Contract or some other date elected
for commencement of variable annuity payments. See "Calculation of Annuity
Units."
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The amount of each annuity payment after the first payment will depend on
the investment performance of the subaccounts being used. If the actual net
investment return (after deducting all charges) of a subaccount during the
period between the dates for determining two monthly payments based on that
subaccount exceeds the "assumed investment rate" (explained below), the latter
monthly payment will be larger than the former. On the other hand, if the
actual net investment return is less than the assumed investment rate, the
latter monthly payment will be smaller than the former.
ASSUMED INVESTMENT RATE
The assumed investment rate for all Contracts will be 3 1/2% per year except
as provided below. The assumed investment rate is significant in determining
the amount of the initial variable monthly annuity payment and the amount by
which subsequent variable monthly payments are more or less than the initial
variable monthly payment.
Where applicable state law so provides, an Owner may elect a variable
annuity option with a different assumed investment rate, not in excess of 6%,
if such a rate is made available by JHVLICO in the Owner's state. Election of
a higher assumed investment rate produces a larger initial annuity payment but
also means that eventually the monthly annuity payments would be smaller than
if a lower assumed investment rate had been elected.
CALCULATION OF ANNUITY UNITS
Accumulation Shares are converted into Annuity Units by first multiplying
the number of each subaccount's Accumulation Shares credited to the Contract
on the date of conversion by the appropriate Accumulation Share Value as of
ten calendar days prior to the date the initial variable monthly annuity pay-
ment is due. For each subaccount the resulting value (less any applicable pre-
mium tax) is then multiplied by the applicable annuity purchase rate, which
reflects the age and possibly sex of the Annuitant and the assumed investment
rate, specified in the Contract. This computation determines the amount of
each subaccount's initial monthly variable annuity payment to the Annuitant.
The number of each subaccount's Annuity Units to be credited to the Contract
is then determined by dividing the amount of each subaccount's initial vari-
able monthly annuity payment by each subaccount's Annuity Unit Value as of ten
calendar days prior to the date the initial payment is due.
ANNUITY OPTIONS
The Owner may elect an Annuity Option during the lifetime of the Annuitant
by written notice received by JHVLICO at its Home Office prior to the date of
maturity of the Contract. If no option is selected, Option A with Ten Years
Certain will be used. A beneficiary entitled to payment of a death benefit in
a single sum may, if no election has been made by the Owner prior to the
Annuitant's death, elect an Annuity Option by written notice received by
JHVLICO at its Home Office prior to the date the proceeds become payable. The
Owner may also elect that the Surrender Value be applied to an Annuity Option
at the time of a full surrender of a Contract that has been outstanding for at
least 6 months. No option may be elected if the Accumulated Value of the
Contract to be applied is less than $5,000 or the amount of the first monthly
payment would be less than $50. Among the options available are the following
two basic Annuity Options.
OPTION A: LIFE ANNUITY WITH FIVE, TEN OR TWENTY YEARS CERTAIN
Variable monthly payments will be made for a designated period of 5, 10 or
20 years and thereafter as long as the payee lives, with the guarantee that if
the payee dies prior to the end of the 5, 10 or 20 year period, whichever is
applicable, payments will continue for the remainder of the guaranteed period
to a contingent payee, subject to the terms of any supplementary agreement
issued.
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OPTION B: LIFE ANNUITY WITHOUT REFUND
Variable monthly payments will be made to the payee as long as he lives. No
minimum number of payments is guaranteed.
OTHER CONDITIONS
JHVLICO reserves the right at its sole discretion to make available to
Owners and other payees optional methods of payment in addition to the Annuity
Options described in this Prospectus and the applicable Contract.
Federal income tax requirements currently applicable to individual
retirement annuity plans provide that the period of years guaranteed under
Option A cannot be any greater than the joint life expectancies of the payee
and his or her designated beneficiary.
If the Owner dies on or after annuity payments have begun, any remaining
benefit must be paid out at least as rapidly as under the method of making
annuity payments then in effect.
VARIABLE ACCOUNT VALUATION PROCEDURES
VALUATION DATE--A Valuation Date is any date on which the New York Stock
Exchange is open for trading and on which the Fund values its shares. On any
date other than a Valuation Date, the Accumulation Share Value or Annuity Unit
Value will be the same as that on the next following Valuation Date.
VALUATION PERIOD--A Valuation Period is that period of time from the beginning
of the day following a Valuation Date to the end of the next following
Valuation Date.
ACCUMULATION SHARE VALUE--The Accumulation Share Value is calculated
separately for each subaccount. The value of one Accumulation Share on any
Valuation Date is determined for each subaccount by multiplying the
immediately preceding Accumulation Share Value by the applicable Net
Investment Factor for the Valuation Period ending on such Valuation Date.
ANNUITY UNIT VALUE--The Annuity Unit Value is calculated separately for each
subaccount. The value of one Annuity Unit on any Valuation Date is determined
for each subaccount by first multiplying the immediately preceding Annuity
Unit Value by the applicable Net Investment Factor for the Valuation Period
ending on such date and then multiplying this product by an adjustment factor
which will neutralize the assumed investment rate used in determining the
amounts of annuity payable. The adjustment factor for a Valuation Period of
one day for Contracts with an assumed investment rate of 3 1/2% per year is
.99990575. The assumed investment rate is neutralized by applying the
adjustment factor so that the variable annuity payments will increase only if
the actual net investment rate of the subaccount exceeds 3 1/2% per year and
will decrease only if it is less than 3 1/2% per year.
NET INVESTMENT FACTOR--The Net Investment Factor for each subaccount for any
Valuation Period is equal to 1 plus the applicable net investment rate for
such Valuation Period. A Net Investment Factor may be more or less than 1. The
net investment rate for each subaccount for any Valuation Period is equal to
(a) the accrued investment income and capital gains and losses, whether
realized or unrealized, of the subaccount for such Valuation Period less (b)
the sum of a deduction for any applicable income taxes and, for each calendar
day in the Valuation Period, a deduction of 0.002740% of the value of each
subaccount at the beginning of the Valuation Period, the result then being
divided by (c) the value of the total net assets of each subaccount at the
beginning of the Valuation Period.
ADJUSTMENT OF UNITS AND VALUES--JHVLICO reserves the right to change the
number and value of the Accumulation Shares or Annuity Units or both credited
to any Contract, without the consent of the
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Owner or any other person, provided strict equity is preserved and the change
does not otherwise affect the benefits, provisions or investment return of the
Contract.
MISCELLANEOUS PROVISIONS
RESTRICTION ON ASSIGNMENT
In order to qualify for favorable tax treatment, certain Contracts may not
be sold, assigned, discounted or pledged as collateral for a loan or as
security for the performance of an obligation or for any other purpose, to any
person, unless the Owner is the trustee of a trust described in Section 401(a)
of the Code. Because an assignment, pledge or other transfer may be a taxable
event an Owner should consult a competent tax adviser before taking any such
action.
DEFERMENT OF PAYMENT
Payment of the value of any Accumulation Shares in a single sum upon a
surrender or partial withdrawal will ordinarily be made within seven days
after receipt of the written request therefor by JHVLICO at its Home Office.
However, redemption may be suspended and payment may be postponed at times (a)
when the New York Stock Exchange is closed, other than customary weekend and
holiday closings, (b) when trading on that Exchange is restricted, (c) when an
emergency exists as a result of which disposal of securities in a subaccount
is not reasonably practicable or it is not reasonably practicable to determine
the value of the net assets of a subaccount or (d) when a governmental body
having jurisdiction over the Account by order permits such suspension. Rules
and regulations of the Securities and Exchange Commission, if any are
applicable, will govern as to whether conditions described in (b) or (c)
exist.
RESERVATION OF RIGHTS
JHVLICO reserves the right to add or delete subaccounts, to change the
underlying investments of any subaccount, to operate the Account in any form
permitted by law and to terminate the Account's registration under the 1940
Act if such registration should no longer be legally required. Certain changes
may, under applicable laws and regulations, require notice to or approval of
Owners. Otherwise, changes do not require such notice or approval.
OWNER AND BENEFICIARY
The Owner has the sole and absolute power to exercise all rights and
privileges under the Contract, except as otherwise provided by the Contract or
by written notice of the Owner. The Owner and the beneficiary are designated
in the application and may be changed by the Owner, effective upon receipt of
written notice at the Home Office, subject to the rights of any assignee of
record, any action taken prior to receipt of the notice and certain other
conditions. While the Annuitant is alive, the Owner may be changed by written
notice. The beneficiary may be changed by written notice no later than receipt
of due proof of the death of the Annuitant. The change will take effect
whether or not the Owner or the Annuitant is then alive.
FEDERAL INCOME TAXES
THE ACCOUNT AND JHVLICO
JHVLICO is taxed as a life insurance company under the Code. The Account is
part of JHVLICO's total operations and is not taxed separately as a "regulated
investment company" or otherwise.
The Contracts permit JHVLICO to charge against the Account any taxes, or
provisions for taxes, attributable to the operation or existence of the
Contracts or the Account. Currently, JHVLICO does not anticipate making a
charge for income and other taxes because of the level of such taxes. If the
level of
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<PAGE>
current tax is increased, or is expected to increase in the future, JHVLICO
reserves the right to make a charge in the future.
JHVLICO assumes no responsibility for determining whether a particular
retirement plan satisfies the applicable requirements of the Code.
CONTRACTS PURCHASED OTHER THAN TO FUND A TAX QUALIFIED PLAN
THE OWNER OR OTHER PAYEE
The Contracts are considered annuity contracts under Section 72 of the Code.
Currently no Federal income tax is payable on increases in Contract Value
until payments are made to the Owner or other payee under such Contract.
However, a Contract owned other than by a natural person is not generally an
annuity for tax purposes and any increase in value thereunder is taxable as
ordinary income as accrued.
When payments under a Contract are made in the form of an annuity, the
amount of each payment is taxed to the Owner or other payee as ordinary income
to the extent that such payment exceeds an allocable portion of the Owner's
"investment in the contract" (as defined in the Code). In general, an Owner's
"investment in the contract" is the aggregate amount of purchase payments made
by the Owner, reduced by any amounts previously distributed from the Contract
that were not subject to tax. The portion of each variable annuity payment to
be excluded from income is determined by dividing the "investment in the
contract," adjusted by any refund feature, by the number of periodic payments
anticipated during the time that periodic payments are to be made. In the case
of a fixed annuity payment, the amount to be excluded in each year is
determined by dividing the "investment in the contract," adjusted by any
refund feature, by the amount of "expected return" during the time that
periodic payments are to be made, and then multiplying by the amount of the
payment."
When a payment under a Contract is made in a single sum, the amount of the
payment is taxed as ordinary income to the Owner or other payee to the extent
it exceeds the Owner's "investment in the contract."
PARTIAL WITHDRAWALS BEFORE ANNUITY STARTING DATE
When a payment under a Contract, including a payment under a systematic
withdrawal plan, is less than the amount that would be paid upon the
Contract's complete surrender and such payment is made prior to the
commencement of annuity payments under the Contract, part or all of the
payment (the partial withdrawal) may be taxed to the Owner or other payee as
ordinary income.
On the date of the partial withdrawal, if the cash value of the Contract is
greater than the investment in the Contract, any part of such excess value so
withdrawn is subject to tax as ordinary income.
If an individual assigns or pledges any part of the value of a Contract, the
value so pledged or assigned is taxed as ordinary income to the same extent as
a partial withdrawal.
PENALTY FOR PREMATURE WITHDRAWALS
In addition to being included in ordinary income, the taxable portion of any
withdrawal may be subject to a 10-percent penalty tax. The penalty tax does
not apply to payments made to the Owner or other payee after the Owner attains
age 59 1/2, or on account of the Owner's death or disability. If the
withdrawal is made in substantially equal periodic payments over the life of
the Annuitant or other payee or over the joint lives of the Annuitant and the
Annuitant's beneficiary the penalty will also not apply.
DIVERSIFICATION REQUIREMENTS
Each of the Portfolios of the Fund intends to qualify as a regulated
investment company under Subchapter M of the Code and will have to meet the
investment diversification tests of Section 817(h) of
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the Code and the underlying regulations. The Treasury Department and the
Internal Revenue Service may, at some future time, issue a ruling or a
regulation presenting situations in which it will deem "investor control" to
be present over the assets of the underlying Portfolios, causing the Owner to
be taxed currently on income credited to the Contracts. In such a case,
JHVLICO reserves the right to amend the Contract or the choice of underlying
Portfolios to avoid current taxation to the Owners.
CONTRACTS PURCHASED UNDER INDIVIDUAL RETIREMENT ANNUITY PLANS (IRA)
The maximum amount of purchase payments deductible each year with respect to
an individual retirement annuity contract (as defined in Section 408 of the
Code) issued on the life of an eligible purchaser is the lesser of $2,000 or
100% of compensation includible in gross income. A person may also purchase a
contract for the benefit of his or her non-working spouse. Where an individual
elects to deduct amounts contributed on his or her own behalf and on behalf of
a spouse, the maximum amount of purchase payments deductible is the lesser of
$2,250 or 100% of the compensation included in the gross income of the working
spouse; provided, however, not more than $2,000 can be allocated to either
person's account. Taxpayers who are active participants in an employer-
sponsored retirement plan are permitted to make a deductible purchase payment
only if their adjusted gross incomes are below certain amounts.
No deduction is allowed for purchase payments made in or after the taxable
year in which the Owner has attained the age of 70 1/2 years nor is a
deduction allowed for a "rollover contribution" as defined in the Code.
When payments under a Contract are made in the form of an annuity, or in a
single sum such as on surrender of the Contract or by partial withdrawal, the
payment is taxed as ordinary income.
IRS required minimum distributions must begin no later than April 1 of the
year following the year in which the Owner attains age 70 1/2. The Owner may
incur adverse tax consequences if a distribution on surrender of the Contract
or by partial withdrawal is made prior to his attaining age 59 1/2, except in
the event of his death or total disability.
Certain tax laws require 20% withholding on certain distributions from
individual retirement annuity contract plans. An Owner wishing to rollover his
entire distribution should have it paid directly to the successor plan.
Otherwise, the Owner's distribution will be reduced by the 20% mandatory
income tax. Consult a qualified tax adviser before taking such a distribution.
WITHHOLDING OF TAXES
JHVLICO is obligated to withhold taxes from certain payments unless the
recipient elects otherwise. The withholding rate varies depending upon the
nature and the amount of the distribution. JHVLICO will notify the Owner or
other payee in advance of the first payment of his or her right to elect out
of withholding and furnish a form on which the election may be made. Any
election must be received by JHVLICO in advance of the payment in order to
avoid withholding.
SEE YOUR OWN TAX ADVISER
The above description of Federal income tax consequences of owning a
Contract is only a brief summary and is not intended as tax advice. Nor does
it include a discussion of Federal estate and gift tax or state tax
consequences. Tax laws and regulations are subject to change and such changes
may be retroactive. Anything less than full compliance with the applicable
rules can have adverse tax consequences. For example, premature withdrawals
are generally subject to a 10-percent penalty tax. The taxation of an
Annuitant or other payee has become so complex and confusing that great care
must be taken to avoid pitfalls. For further information a prospective
purchaser should consult a qualified tax adviser.
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<PAGE>
PERFORMANCE
The Account may, from time to time, advertise certain performance
information with respect to its subaccounts. THE PERFORMANCE INFORMATION IS
BASED ON HISTORICAL INVESTMENT EXPERIENCE OF THE SUBACCOUNTS AND DOES NOT
INDICATE OR REPRESENT FUTURE PERFORMANCE.
The subaccounts may include total return in advertisements. When a
subaccount advertises its total return, it will usually be calculated for one
year, five years, and ten years or for the life of the applicable portfolio.
Total return is the percentage change between the value of a hypothetical
investment in the subaccount at the beginning of the relevant period to the
value of the investment at the end of the period. Total return at the Account
level reflects all Contract charges (other than premium tax charges)--
mortality and expense risk charges, administrative service charge, and the
annual contract fee--and is therefore lower than total return at the Fund
level where no comparable charges have been deducted. Because the Contracts
have not yet been offered, a total return figure does not necessarily
correspond to the total return actually earned by any Contract Owner.
The Money Market Subaccount may advertise "current yield" and "effective
yield." Current yield refers to the income earned by the subaccount over a
seven-day period and then annualized; i.e., the income earned in the period is
assumed to be earned every seven days over a 52-week period and stated as a
percentage of the investment. Effective yield is calculated similarly but,
when annualized, the income earned by the investment is assumed to be
reinvested in the subaccount and thus compounded in the course of a 52-week
period. The effective yield will be slightly higher than the current yield
because of this compounding effect of the assumed reinvestment.
The other subaccounts may also advertise current yield. For these
subaccounts, the current yield will be calculated by dividing the
annualization of the income earned by the subaccount during a recent thirty-
day period by the maximum offering price per unit at the end of such period.
In all cases, current yield and effective yield reflect the recurring charges
on the Account level including the annual contract fee but do not reflect any
premium tax charge.
Performance information for the subaccounts may be compared to other
variable annuity separate accounts or other investment products surveyed by
Lipper Analytical Services, Inc., an independent service which monitors and
ranks the performance of investment companies, or tracked by other rating
services, companies, publications, or persons who independently monitor and
rank investment company performance. Performance figures are calculated in
accordance with standardized methods established by each reporting service.
STATE REGULATION
JHVLICO is subject to the provisions of the Massachusetts insurance laws
applicable to stock life insurance companies and to regulation and supervision
by the Massachusetts Commissioner of Insurance. JHVLICO is also subject to the
applicable insurance laws of all the other states and jurisdictions in which
it does an insurance business.
REPORTS
Reports will be furnished at least annually to an Owner showing the number
and value of Accumulation Shares credited to the variable annuity contract and
containing the financial statements of the Fund.
VOTING PRIVILEGES
All of the assets in the subaccounts of the Account are invested in shares
of the corresponding Portfolios of the Fund. JHVLICO will vote the shares of
each of the Portfolios of the Fund which are
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<PAGE>
deemed attributable to the Contracts at meetings of the Fund's shareholders in
accordance with instructions received from Owners of the Contracts. Shares of
the Fund held in the Account which are not attributable to the Contracts and
those for which instructions from owners are not received will be represented
by JHVLICO at the meeting and will be voted for and against each matter in the
same proportion as the votes based upon the instructions received from the
owners of all annuity contracts funded through the Account's corresponding
variable subaccounts.
The number of Fund shares held in each subaccount deemed attributable to
each Owner is determined by dividing a Contract's Accumulation Share Value (or
for a Contract under which annuity payments have commenced, the equivalent) in
the subaccount by the net asset value of one share in the corresponding Fund
Portfolio in which the assets of that subaccount are invested. Fractional
votes will be counted. The number of shares as to which the Owner may give
instructions will be determined as of the record date for the Fund's meeting.
Owners of Contracts may give instructions regarding the election of the
Board of Trustees of the Fund, ratification of the selection of independent
auditors, approval of the Fund's investment management agreement and other
matters requiring a vote under the 1940 Act. Owners will be furnished
information and forms by JHVLICO in order that voting instructions may be
given.
CHANGES IN APPLICABLE LAW--FUNDING AND OTHERWISE
The voting privileges described in this prospectus are afforded based on
JHVLICO's understanding of applicable Federal securities law requirements. To
the extent that applicable law, regulations or interpretations change to
eliminate or restrict the need for such voting privileges, JHVLICO reserves
the right to proceed in accordance with any such revised requirements. JHVLICO
also reserves the right, subject to compliance with applicable law, including
approval of Owners if so required, to transfer assets determined by JHVLICO to
be associated with the class of contracts to which the Contracts belong from
the Account to another separate account or subaccount by withdrawing the same
percentage of each investment in the Account with appropriate adjustments to
avoid odd lots and fractions.
LEGAL MATTERS
Legal matters in connection with the Contracts and Federal laws and
regulations relating to their issue and sale have been passed upon by Sandra
M. DaDalt, Counsel for JHVLICO.
DISTRIBUTION OF THE CONTRACTS
John Hancock Distributors, Inc., ("Distributors"), a wholly owned subsidiary
of John Hancock, is registered as a broker-dealer with the Commission under
the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. Distributors is the principal
underwriter and distributor of the Contracts, pursuant to a distribution
agreement it has entered into with JHVLICO.
REGISTRATION STATEMENT
This Prospectus omits certain information contained in the Registration
Statement which has been filed with the Securities and Exchange Commission.
More details may be obtained from the Commission upon payment of the
prescribed fee.
EXPERTS
The financial statements of JHVLICO and the Account included in the
Statement of Additional Information have been audited by ,
independent auditors, whose reports thereon appear in the Statement of
Additional Information and have been so included in reliance on their reports
given on their authority as experts in accounting and auditing.
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FINANCIAL STATEMENTS
Financial statements of JHVLICO and the Account may be found in the Statement
of Additional Information. The financial statements of JHVLICO should be dis-
tinguished from the financial statements of the Account and should be consid-
ered only as bearing upon the ability of JHVLICO to meet its obligations under
the Contracts.
TABLE OF CONTENTS OF STATEMENT
OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
CROSS REFERENCE TO
PAGE PAGE IN PROSPECTUS
---- ------------------
<S> <C> <C>
Business History........................................ 1
Distribution Agreement and Other Services............... 1
Distribution Agreement................................ 1
Investment Advisory Agreement......................... 1
Custodian Agreement................................... 2
Independent Auditors.................................. 2
Calculation of Performance Data......................... 3
Calculation of Annuity Payments......................... 4
Financial Statements.................................... 6
</TABLE>
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Because of exemptive and exclusionary provisions, interests in JHVLICO's
general account have not been registered under the Securities Act of 1933 and
the general account has not been registered as an investment company under the
1940 Act. Accordingly, neither the general account nor any interests therein
are subject to the provisions of these Acts, and JHVLICO has been advised that
the staff of the Commission has not reviewed the disclosure in this Prospectus
relating to the Fixed Account. Disclosure regarding the Fixed Account may,
however, be subject to certain generally-applicable provisions of the Federal
securities laws relating to accuracy and completeness of statements made in
prospectuses.
APPENDIX--THE FIXED ACCOUNT AND FIXED ACCOUNT VALUE
INVESTMENTS IN THE FIXED ACCOUNT
Net purchase payments will be allocated to the Fixed Account in accordance
with the selection made by the Owner in the application. The Owner may change
such selection by notice satisfactory to JHVLICO at its Home Office. Any
selection must specify what percentage of the purchase payment is to be
allocated to the Fixed Account. The percentage must be a whole number.
The Value in the Fixed Account, at any time prior to annuitization, is equal
to:
(a) net purchase payments allocated to the Fixed Account; plus
(b) Variable Account Value (amounts held in the subaccounts of the
Variable Account) transferred to the Fixed Account; plus
(c) interest credited on amounts held in the Fixed Account; less
(d) any prior partial withdrawals from the Fixed Account; less
(e) amounts transferred out of the Fixed Account to the Variable Account;
less
(f) any applicable charges deducted from the Fixed Account.
INTEREST TO BE CREDITED
Prior to annuitization, JHVLICO will credit interest (calculated on a
compound basis) to purchase payments allocated to the Fixed Account at rates
declared by JHVLICO, subject to a minimum rate of 3%. For purposes of this
section, Variable Account Value transferred to the Fixed Account shall be
treated as a purchase payment.
Under current practice, the interest rate credited to amounts held in the
Fixed Account will be based on the size of the initial payment to the
Contract. If the initial payment was $10,000 or more, a higher interest rate
will be credited. The rate of interest credited on each amount may vary based
upon when that amount was first allocated to the Fixed Account.
TRANSFER AND REDUCTIONS OF FIXED ACCOUNT VALUE
The Owner may transfer Fixed Account Value to one or more subaccounts of the
Variable Account or may transfer Variable Account Value into the Fixed
Account. The maximum amount that may be transferred into the Fixed Account in
a Contract Year is $100,000, less any premiums previously deposited into the
Fixed Account in such Contract Year (exclusive of any initial deposit made to
the Fixed Account at the time the Contract is issued); such initial deposit
may be as large as $500,000. After the tenth Contract Year, no deposits or
transfers may be made into the Fixed Account. JHVLICO may waive these limits.
Sums on deposit in the subaccounts may be transferred into the Fixed Account
up to twelve times within a Contract Year during the accumulation period, but
not within six months of a transfer out of the Fixed Account. Transfers out of
the Fixed Account may be made only once in a Contract Year and only on or
within 30 days after a Contract anniversary. No more than the greater of 20%
of the Fixed Account Value or $500 may be transferred out of the Fixed Account
per Contract Year without our prior approval. After annuitization, the amount
of any fixed annuity allocation may not be changed.
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<PAGE>
Transfers will be made after receipt of notice satisfactory to JHVLICO at
its Home Office. Transfer requests received by JHVLICO before 4:00 p.m.
Eastern Time on a business day will be valued as of the close of that day. Any
requests received after 4:00 p.m. or on a non-business day will be valued as
of the close of the next business day.
An Owner may request a transfer in writing or, once a written telephone
transfer authorization form is completed by the Owner, the Owner may request a
transfer by telephoning JHVLICO at 800 741-8184 or via the JHVLICO facsimile
machine at 617-572-0954. (Any transfer requests received via facsimile are
considered telephone transfers and are bound by the conditions outlined in the
Owner's signed telephone transfer authorization form.) Any written request
should include the Owner's name, daytime telephone number, and contract number
as well as the names of the subaccounts or Fixed Account from which and to
which money will be transferred. JHVLICO reserves the right to modify,
suspend, or terminate telephone transfers at any time without notice to the
Owners.
An Owner who authorizes telephone transfers will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone
transfer instructions which JHVLICO reasonably believes to be genuine, unless
such loss, expense or cost is the result of JHVLICO's mistake or negligence.
JHVLICO employs procedures which provide adequate safeguards against the
execution of unauthorized transfers, and which are reasonably designed to
confirm that transfer instructions received by telephone are genuine. These
procedures include requiring personal identification, tape recording calls,
and providing written confirmation to the Owner.
FIXED ANNUITY PAYMENT VALUES
The dollar amount of each fixed annuity payment will be determined by
dividing the amount applied under the fixed annuity option (net of any
applicable premium taxes) by $1,000 and multiplying the result by the greater
of: (a) the applicable factor shown in the appropriate table in the Contract;
or (b) the factor currently offered by JHVLICO at the time of annuitization.
This current factor may be based on the sex of the payee unless prohibited by
law.
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APPENDIX--VARIABLE ANNUITY INFORMATION FOR INDIVIDUAL RETIREMENT ANNUITIES
To help you understand your purchase of this Contract as an Individual
Retirement Annuity (IRA), we are providing the following summary.
I. Accumulation Shares--Each net purchase payment you make into your
Contract is allocated to the subaccounts you select, and Accumulation Shares
are purchased. This is the unit of measurement used to determine the value of
your Contract. The number of shares purchased in any subaccount is based on
the share value of that subaccount next determined after receipt of the
payment at our Home Office. The values of shares fluctuate with the daily
investment performance of the corresponding subaccount. The growth in the
value of your Contract, to the extent invested in the Separate Account, is
neither guaranteed nor projected and varies with the investment Portfolio you
have selected. Each net purchase payment allocated to the Fixed Account will
be credited interest, as determined by JHVLICO. The minimum guarantee rate is
3%. More details appear under "Accumulation Shares" in this Prospectus and in
the "Appendix--The Fixed Account and Fixed Account Value."
II. Separate Account and Series Fund Charges--The assets of the Separate
Account are charged for services and guarantees. The annualized charge equals
1.00%. Fees varying by Portfolio are charged against the Series Fund for
investment management and advisory services. Details appear under "Charges
Under the Annuity Contracts" in this Prospectus and "Management of the Fund"
in the accompanying Series Fund prospectus.
III. Deductions from the Contract--The full amount of each deposit is
applied to the Contract. At or after the purchase date, one or more of the
following charges may be made, depending on circumstances.
1. CONTRACT FEE--JHVLICO currently deducts $30 from the Accumulated Value
of the Contract as a contract fee if the Accumulated Value is less than
$10,000. This occurs annually or at the time of surrender. Please refer to
"Charges for Administrative Services" in this Prospectus.
2. STATE PREMIUM TAX--Some states and local governments impose a premium
or similar tax on annuities. JHVLICO only deducts this tax when required to
do so. Please refer to "Premium or Similar Taxes" in this Prospectus.
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APPENDIX--ILLUSTRATIVE ACCUMULATED VALUE AND ANNUITY PAYMENT TABLES
The following Tables present illustrative periodic Accumulated Values and
annuity payments that would have resulted under a Contract described in this
prospectus had such values and payments been based exclusively upon the
investment experience of the seven specified subaccounts, assuming investment
by each of those subaccounts in the related Portfolio in the Fund and its
predecessors during the periods shown. The other subaccounts are not
illustrated, because of the limited time that they and their related Fund
Portfolios have been available. The Contracts described in this prospectus
will be first offered in 1997.
For years ended December 31, 1986, and prior thereto, values have been
calculated based upon the actual investment results of the three corresponding
variable life insurance managed separate accounts which were the predecessors
to the Growth & Income, Sovereign Bond, and Money Market Portfolios, as if the
Fund had been in existence prior to March 28, 1986, the date of its
reorganization.
The Tables assume investment of a single purchase payment of $10,000, net of
any deductions from purchase payments, and that charges under the Contracts
have been made at an annual rate of 1.00% for mortality and expense risks and
administrative services. The tables also reflect actual investment management
fees and other portfolio expenses for the periods illustrated. Absent expense
reimbursements by John Hancock to certain of the Portfolios for some periods,
the values illustrated would have been lower.
WHAT THE TABLES ILLUSTRATE
Subject to the foregoing, each Table I presents for the periods shown the
illustrative periodic Accumulated Values for each Account which would have
resulted at yearly intervals under a Contract where a net single purchase
payment of $10,000 was made, based upon the investment performance of the
applicable funding medium.
Subject to the foregoing, each Table II indicates, at annual intervals,
illustrative monthly variable annuity payments for each subaccount which would
have been received by an Annuitant or other payee, assuming that an initial
annuity payment of $100 was received in the month and year indicated in the
respective Tables. The form of annuity illustrated is a life annuity with
payments guaranteed for 10 years.
The results shown should not be considered a representation of the future. A
program of the type illustrated in the Tables does not assure a profit or
protect against depreciation in declining markets.
31
<PAGE>
JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I
MANAGED SUBACCOUNT
ILLUSTRATIVE PERIODIC ACCUMULATED VALUES AND ANNUITY PAYMENTS
TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE ACCUMULATED VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT HAD BEEN ISSUED NOVEMBER 9, 1987
<TABLE>
<CAPTION>
ACCUMULATED VALUE
ON DECEMBER 31
CONTRACT YEAR COMMENCING OF THE SAME YEAR
------------------------ -----------------
<S> <C>
November 1987........................................
November 1988........................................
November 1989........................................
November 1990........................................
November 1991........................................
November 1992........................................
November 1993........................................
November 1994........................................
November 1995........................................
</TABLE>
TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS--
MANAGED SUBACCOUNT
This Table shows, at annual intervals, the illustrative monthly variable
annuity payments an Annuitant would have received assuming the Annuitant
received a first annuity payment of $100 in November 1987.
<TABLE>
<CAPTION>
PAYMENT
MONTH FOR MONTH
----- ---------
<S> <C>
November 1987..................................................
November 1988..................................................
November 1989..................................................
November 1990..................................................
November 1991..................................................
November 1992..................................................
November 1993..................................................
November 1994..................................................
November 1995..................................................
</TABLE>
The amounts shown are based on the investment performance of the Managed
Subaccount and the Managed Portfolio. All amounts reflect the provisions of
the Contracts described in this Prospectus, including annuity tables based on
the standard assumed investment rate of 3 1/2% per annum. The amounts shown do
not reflect the deduction for any applicable premium tax. See text preceding
the Tables.
32
<PAGE>
GROWTH & INCOME SUBACCOUNT
ILLUSTRATIVE PERIODIC ACCUMULATED VALUES AND ANNUITY PAYMENTS
TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE ACCUMULATED VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT CONTRACT HAD BEEN ISSUED JANUARY 2,
1975
<TABLE>
<CAPTION>
ACCUMULATED VALUE
ON DECEMBER 31
CONTRACT YEAR COMMENCING OF THE SAME YEAR
------------------------ -----------------
<S> <C>
January 1975.........................................
January 1976.........................................
January 1977.........................................
January 1978.........................................
January 1979.........................................
January 1980.........................................
January 1981.........................................
January 1982.........................................
January 1983.........................................
January 1984.........................................
January 1985.........................................
January 1986.........................................
January 1987.........................................
January 1988.........................................
January 1989.........................................
January 1990.........................................
January 1991.........................................
January 1992.........................................
January 1993.........................................
January 1994.........................................
January 1995.........................................
</TABLE>
TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS--
GROWTH & INCOME SUBACCOUNT
This Table shows, at annual intervals, the illustrative monthly variable an-
nuity payments an Annuitant would have received assuming the Annuitant re-
ceived a first annuity payment of $100 in January 1975.
<TABLE>
<CAPTION>
PAYMENT
MONTH FOR MONTH
----- ---------
<S> <C>
January 1975...................................................
January 1976...................................................
January 1977...................................................
January 1978...................................................
January 1979...................................................
January 1980...................................................
January 1981...................................................
January 1982...................................................
January 1983...................................................
January 1984...................................................
January 1985...................................................
January 1986...................................................
January 1987...................................................
January 1988...................................................
January 1989...................................................
January 1990...................................................
January 1991...................................................
January 1992...................................................
January 1993...................................................
January 1994...................................................
January 1995...................................................
January 1996...................................................
</TABLE>
The amounts shown are based on the investment performance of the Growth &
Income Subaccount, the Growth & Income Portfolio, and its predecessors. All
amounts reflect the provisions of the Contracts described in this Prospectus,
including annuity tables based on the standard assumed investment rate of 3
1/2% per annum. The amounts shown do not reflect the deduction for any appli-
cable premium tax. See text preceding these Tables.
33
<PAGE>
LARGE CAP GROWTH SUBACCOUNT
ILLUSTRATIVE PERIODIC ACCUMULATED VALUES
AND ANNUITY PAYMENTS
TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE ACCUMULATED VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT HAD BEEN ISSUED NOVEMBER 24, 1987
<TABLE>
<CAPTION>
ACCUMULATED VALUE
ON DECEMBER 31
CONTRACT YEAR COMMENCING OF THE SAME YEAR
------------------------ -----------------
<S> <C>
November 1987........................................
November 1988........................................
November 1989........................................
November 1990........................................
November 1991........................................
November 1992........................................
November 1993........................................
November 1994........................................
November 1995........................................
</TABLE>
TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS--
LARGE CAP GROWTH SUBACCOUNT
This Table shows, at annual intervals, the illustrative monthly variable
annuity payments an Annuitant would have received assuming the Annuitant
received a first annuity payment of $100 in November 1987.
<TABLE>
<CAPTION>
PAYMENT
MONTH FOR MONTH
----- ---------
<S> <C>
November 1987..................................................
November 1988..................................................
November 1989..................................................
November 1990..................................................
November 1991..................................................
November 1992..................................................
November 1993..................................................
November 1994..................................................
November 1995..................................................
</TABLE>
The amounts shown are based on the investment performance of the Large Cap
Growth Subaccount and the Large Cap Growth Portfolio. All amounts reflect the
provisions of the Contracts described in this Prospectus, including annuity
tables based on the standard assumed investment rate of 3 1/2% per annum. The
amounts shown do not reflect the deduction for any applicable premium tax. See
text preceding the Tables.
34
<PAGE>
REAL ESTATE EQUITY SUBACCOUNT
ILLUSTRATIVE PERIODIC ACCUMULATED VALUES
AND ANNUITY PAYMENTS
TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE ACCUMULATED VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT HAD BEEN ISSUED FEBRUARY 14, 1989
<TABLE>
<CAPTION>
ACCUMULATED VALUE
ON DECEMBER 31
CONTRACT YEAR COMMENCING OF THE SAME YEAR
------------------------ -----------------
<S> <C>
February 1989........................................
February 1990........................................
February 1991........................................
February 1992........................................
February 1993........................................
February 1994........................................
February 1995........................................
</TABLE>
TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS--REAL
ESTATE EQUITY SUBACCOUNT
This Table shows, at annual intervals, the illustrative monthly variable
annuity payments an Annuitant would have received assuming the Annuitant
received a first annuity payment of $100 in February 1989.
<TABLE>
<CAPTION>
PAYMENT
MONTH FOR MONTH
----- ---------
<S> <C>
February 1989..................................................
February 1990..................................................
February 1991..................................................
February 1992..................................................
February 1993..................................................
February 1994..................................................
February 1995..................................................
February 1996..................................................
</TABLE>
The amounts shown are based on the investment performance of the Real Estate
Equity Subaccount and the Real Estate Equity Portfolio. All amounts reflect
the provisions of the Contracts described in this Prospectus, including
annuity tables based on the standard assumed investment rate of 3 1/2% per
annum. The amounts shown do not reflect the deduction for any applicable
premium tax. See text preceding the Tables.
35
<PAGE>
INTERNATIONAL EQUITIES SUBACCOUNT
ILLUSTRATIVE PERIODIC ACCUMULATED VALUES AND ANNUITY PAYMENTS
TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE ACCUMULATED VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT HAD BEEN ISSUED FEBRUARY 10, 1989
<TABLE>
<CAPTION>
ACCUMULATED VALUE
ON DECEMBER 31
CONTRACT YEAR COMMENCING OF THE SAME YEAR
------------------------ -----------------
<S> <C>
February 1989........................................
February 1990........................................
February 1991........................................
February 1992........................................
February 1993........................................
February 1994........................................
February 1995........................................
</TABLE>
TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS--
INTERNATIONAL EQUITIES SUBACCOUNT
This Table shows, at annual intervals, the illustrative monthly variable
annuity payments an Annuitant would have received assuming the Annuitant
received a first annuity payment of $100 in February 1989.
<TABLE>
<CAPTION>
PAYMENT
MONTH FOR MONTH
----- ---------
<S> <C>
February 1989..................................................
February 1990..................................................
February 1991..................................................
February 1992..................................................
February 1993..................................................
February 1994..................................................
February 1995..................................................
February 1996..................................................
</TABLE>
The amounts shown are based on the investment performance of the
International Equities Subaccount and the International Equities Portfolio.
All amounts reflect the provisions of the Contracts described in this
Prospectus, including annuity tables based on the standard assumed investment
rate of 3 1/2% per annum. The amounts shown do not reflect the deduction for
any applicable premium tax. See text preceding the Tables.
36
<PAGE>
SOVEREIGN BOND SUBACCOUNT
ILLUSTRATIVE PERIODIC ACCUMULATED VALUES AND ANNUITY PAYMENTS
TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE ACCUMULATED VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT CONTRACT HAD BEEN ISSUED JUNE 2,
1980
<TABLE>
<CAPTION>
ACCUMULATED VALUE
ON DECEMBER 31
CONTRACT YEAR COMMENCING OF THE SAME YEAR
------------------------ -----------------
<S> <C>
June 1980............................................
June 1981............................................
June 1982............................................
June 1983............................................
June 1984............................................
June 1985............................................
June 1986............................................
June 1987............................................
June 1988............................................
June 1989............................................
June 1990............................................
June 1991............................................
June 1992............................................
June 1993............................................
June 1994............................................
June 1995............................................
</TABLE>
TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS--
SOVEREIGN BOND SUBACCOUNT
This Table shows, at annual intervals, the illustrative monthly variable
annuity payments an Annuitant would have received assuming the Annuitant
received a first annuity payment of $100 in June 1980.
<TABLE>
<CAPTION>
PAYMENT
MONTH FOR MONTH
----- ---------
<S> <C>
June 1980......................................................
June 1981......................................................
June 1982......................................................
June 1983......................................................
June 1984......................................................
June 1985......................................................
June 1986......................................................
June 1987......................................................
June 1988......................................................
June 1989......................................................
June 1990......................................................
June 1991......................................................
June 1992......................................................
June 1993......................................................
June 1994......................................................
June 1995......................................................
</TABLE>
The amounts shown are based on the investment performance of the Sovereign
Bond Subaccount, the Sovereign Bond Portfolio, and its predecessors. All
amounts reflect the provisions of the Contracts described in this Prospectus,
including annuity tables based on the standard assumed investment rate of 3
1/2% per annum. The amounts shown do not reflect the deduction for any
applicable premium tax. See text preceding these Tables.
37
<PAGE>
MONEY MARKET SUBACCOUNT
ILLUSTRATIVE PERIODIC ACCUMULATED VALUES AND ANNUITY PAYMENTS
TABLE I--ACCUMULATION PERIOD--ILLUSTRATIVE ACCUMULATED VALUES WHICH WOULD HAVE
RESULTED IF A $10,000 NET PURCHASE PAYMENT CONTRACT HAD BEEN ISSUED MAY 13,
1982
<TABLE>
<CAPTION>
ACCUMULATED VALUE
ON DECEMBER 31
CONTRACT YEAR COMMENCING OF THE SAME YEAR
------------------------ -----------------
<S> <C>
May 1982.............................................
May 1983.............................................
May 1984.............................................
May 1985.............................................
May 1986.............................................
May 1987.............................................
May 1988.............................................
May 1989.............................................
May 1990.............................................
May 1991.............................................
May 1992.............................................
May 1993.............................................
May 1994.............................................
May 1995.............................................
</TABLE>
TABLE II--ANNUITY PERIOD--ILLUSTRATIVE MONTHLY VARIABLE ANNUITY PAYMENTS--
MONEY MARKET SUBACCOUNT
This Table shows, at annual intervals, the illustrative monthly variable
annuity payments an Annuitant would have received assuming that Annuitant
received a first annuity payment of $100 in May 1982.
<TABLE>
<CAPTION>
PAYMENT
MONTH FOR MONTH
----- ---------
<S> <C>
May 1982.......................................................
May 1983.......................................................
May 1984.......................................................
May 1985.......................................................
May 1986.......................................................
May 1987.......................................................
May 1988.......................................................
May 1989.......................................................
May 1990.......................................................
May 1991.......................................................
May 1992.......................................................
May 1993.......................................................
May 1994.......................................................
May 1995.......................................................
</TABLE>
The amounts shown are based on the investment performance of the Money
Market Subaccount, the Money Market Portfolio, and its predecessors. All
amounts reflect the provisions of the Contracts described in this Prospectus,
including annuity tables based on the standard assumed investment rate of 3
1/2% per annum. The amounts shown do not reflect the deduction for any
applicable premium tax. See text preceding these Tables.
38
<PAGE>
JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I
CROSS REFERENCE SHEET
----------------
<TABLE>
<CAPTION>
SECTION IN STATEMENT OF
FORM N-4 ITEM NO. ADDITIONAL INFORMATION
----------------- ----------------------- ---
<C> <C> <S> <C>
15. Cover Page............................ Cover Page
16. Table of Contents..................... Table of Contents
17. General Information and History....... Business History
Distribution Agreement and
18. Services.............................. Other Services
19. Purchase of Securities Being Offered.. Not Applicable (relevant
information in prospectus)
Distribution Agreement and
20. Underwriters.......................... Other Services
21. Calculation of Yield Quotations of Calculation of Performance
Money Market Subaccounts............. Data
Calculation of Annuity
22. Annuity Payments...................... Payments
23. Financial Statements.................. Financial Statements
</TABLE>
<PAGE>
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
INDIVIDUAL COMBINATION VARIABLE/FIXED
ANNUITY CONTRACTS
JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I
STATEMENT OF ADDITIONAL INFORMATION
----------------
This statement of additional information is not a prospectus. It is intended
that this statement of additional information be read in conjunction with the
prospectus of John Hancock Variable Annuity Account I, dated , 1997. A
copy of the prospectus may be obtained from John Hancock Variable Annuity
Account I, Life and Annuity Services, P.O. Box 111, Boston, Massachusetts,
02117, telephone number (800-741-8184), Fax (617) 572-0954.
This statement of additional information is dated , 1997.
<PAGE>
TABLE OF CONTENTS
----------------
<TABLE>
<CAPTION>
CROSS REFERENCE TO
PAGE PAGE IN PROSPECTUS
---- -------------------
<S> <C> <C>
Business History....................................... 1 14-15
Distribution Agreement and Other Services.............. 1 20, 14-16, 33
Distribution Agreement............................... 1 20, 33
Investment Advisory Agreement........................ 1 14-16
Custodian Agreement.................................. 2 --
Independent Auditors................................. 2 33
Calculation of Performance Data........................ 3 31
Calculation of Annuity Payments........................ 4 25-26
Financial Statements................................... 6 34
</TABLE>
<PAGE>
BUSINESS HISTORY
John Hancock Variable Annuity Account I (the "Account") is a separate
account of John Hancock Variable Life Insurance Company ("JHVLICO"),
established under the laws of the Commonwealth of Massachusetts. The Account
is organized as a unit investment trust and registered with the Securities and
Exchange Commission under the Investment Company Act of 1940 (the "Act") and
the Securities Act of 1933. The Account has eighteen separate subaccounts
(Growth & Income, Sovereign Bond, Money Market, Large Cap Growth, Managed,
Real Estate Equity, International Equities, Short-Term U.S. Government,
Special Opportunities, Equity Index, Large Cap Value, Mid Cap Growth, Mid Cap
Value, Small Cap Growth, Small Cap Value, Strategic Bond, International
Opportunities, and International Balanced) through which JHVLICO's individual
combination fixed/variable annuity contracts are funded, at the discretion of
the individual contract owner (the "Owner"). The assets of each subaccount
are, in turn, invested in a corresponding Portfolio of John Hancock Variable
Series Trust I (the "Fund"), a registered open-end diversified management
investment company advised by John Hancock Mutual Life Insurance Company
("John Hancock").
DISTRIBUTION AGREEMENT AND OTHER SERVICES
DISTRIBUTION AGREEMENT
Pursuant to a Distribution Agreement, dated , 1997, John Hancock
Distributors, Inc., ("Distributors"), a registered broker-dealer, acts as
"principal underwriter" for the Account. Distributors' compensation for sales
and administrative expenses and providing the minimum death benefit is
described in the Account's Prospectus under "Charges Under the Annuity
Contracts." Distributors' major responsibility as underwriter is to perform
all sales and marketing functions relating to the Contracts. The offering of
the Account's interests is continuous, but Distributors is not obligated to
sell any particular amount of the Account's interests.
INVESTMENT ADVISORY AGREEMENT
The Fund, in which the Contracts are invested, has contracted with John
Hancock for investment advisory services. Pursuant to two Investment
Management Agreements, both dated as of April 12, 1988, one Investment
Management Agreement, dated April 15, 1994, and one Investment Management
Agreement, dated March 14, 1996, John Hancock, a registered investment adviser
under the Investment Advisers Act of 1940, advises the Fund in connection with
policy decisions; provides administration of day-to-day operations; negotiates
the quantity or price of its investments; provides personnel, office space,
equipment, and supplies for the Fund; maintains records required by the Act;
values assets and liabilities of the Fund; computes income, net asset value,
and yield of each Portfolio; and supervises activities of the sub-investment
managers referred to below.
John Hancock has day-to-day responsibility for making investment decisions
and placing investment orders for the Money Market Portfolio. However, with
respect to the other Portfolios, John Hancock has contracted with the
following registered investment advisors to perform these and certain other
recordkeeping functions as sub-investment manager pursuant to sub-investment
agreements dated as indicated:
<TABLE>
<C> <S> <C>
Managed Independence Investment Associates, Inc. 4/15/88
Growth & Income Independence Investment Associates, Inc. 4/15/88
Equity Index Independence Investment Associates, Inc. 3/29/96
Large Cap Value T. Rowe Price Associates, Inc. 3/29/96
Large Cap Growth Independence Investment Associates, Inc. 4/15/88
Mid Cap Value Neuberger & Berman L.P. 5/01/96
Mid Cap Growth Janus Capital Corporation 3/29/96
Special Opportunities John Hancock Advisers, Inc. ( )
Real Estate Equity Independence Investment Associates, Inc. 4/15/94
</TABLE>
1
<PAGE>
<TABLE>
<S> <C> <C>
Small Cap Value INVESCO Management and Research 3/22/96
Small Cap Growth John Hancock Advisers, Inc. 3/29/96
International Balanced Brinson Partners, Inc. 3/29/96
International Equities John Hancock Advisers, Inc. 4/15/88
John Hancock Advisers International, Inc. 4/15/88
International Opportunities T. Rowe Price Associates, Inc. 3/29/96
Rowe Price-Fleming International, Inc. 3/29/96
Short-Term U.S. Government Independence Investment Associates, Inc. 4/15/94
Sovereign Bond John Hancock Advisers, Inc. 5/01/95
Strategic Bond J.P. Morgan Investment Management, Inc. 3/29/96
</TABLE>
John Hancock pays the sub-investment management fees pursuant to the
Agreements and, therefore, the sub-investment management arrangements result
in no additional charge or expense to the Fund or to contractholders. A more
complete description of the Fund's management and the investment advisory fees
is included under "Management of the Fund" in the Fund's Prospectus and under
"Investment Advisory and Other Services" in the Fund's Statement of Additional
Information.
CUSTODIAN AGREEMENT
The Fund's custodian with respect to the Growth & Income, Large Cap Growth,
Real Estate Equity, Short-Term U.S. Government, and Money Market Portfolios is
Chemical Banking Corporation of 4 New York Plaza, New York, New York, pursuant
to a Custodian Agreement, dated January 15, 1986 and amended April, 1988. The
fund's custodian with respect to the Sovereign Bond Portfolio is Investors
Bank and Trust Company, 24 Federal Street, Boston, pursuant to a Custodian
Agreement dated May 2, 1995. The Fund's custodian with respect to the other
Portfolios is State Street Bank and Trust, 225 Franklin Street, Boston,
Massachusetts, pursuant to a Custodian Agreement, dated January 30, 1995 and
amended March 18, 1996. The custodian's duties include safeguarding and
controlling the Fund's cash investments, handling the receipt and delivery of
securities, and collecting interest and dividends on the Fund's investments.
INDEPENDENT AUDITORS
Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts, has been
selected as the independent auditors of the Account. The firm is responsible
for auditing the financial statements of the Account and JHVLICO.
2
<PAGE>
CALCULATION OF PERFORMANCE DATA
The Account will show the average annual total return for each subaccount,
according to the following formula prescribed by the Securities and Exchange
Commission:
P(1 + T)n = ERV
where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment,
made at the beginning of a period (or fractional portion
thereof)
Average annual total return is the annual compounded rate of return that
would have produced the cash redemption value under a Contract had the
subaccount been invested in a specified Portfolio of the Fund (or its
predecessor) over the stated period and had the performance remained constant
throughout. The calculation assumes a single $1,000 payment made at the
beginning of the period and full redemption at the end of the period. It
reflects adjustments for all Fund and Contract level charges except premium
taxes, if any.
On that basis, the following table shows the average annual total return for
each subaccount for the periods ended December 31, 1996:
<TABLE>
<CAPTION>
AVERAGE ANNUALIZED
-------------------------------
YEAR TO DATE OF
SUBACCOUNT*** DATE 1 YEAR 5 YEAR* 10 YEAR* INCEPTION**
------------- ------- ------ ------- -------- -----------
<S> <C> <C> <C> <C> <C>
Managed............................. 11/09/87
Growth & Income..................... 04/03/72
Equity Index........................
Large Cap Value.....................
Large Cap Growth.................... 11/24/87
Mid Cap Value.......................
Mid Cap Growth......................
Special Opportunities............... 09/23/94
Real Estate Equity.................. 02/01/89
Small Cap Value.....................
Small Cap Growth....................
International Balanced..............
International Equities.............. 02/01/89
International Opportunities.........
Short-Term U.S. Government..........
Sovereign Bond...................... 06/02/80
Strategic Bond......................
Money Market........................ 05/13/82
</TABLE>
- --------
* or since inception of the applicable Portfolio or its predecessor.
** of the Portfolio or its predecessor.
*** Absent expense reimbursements from John Hancock to certain Portfolios for
some periods, total return figures for the related subaccounts would have
been lower.
The Account will show current yield and effective yield figures for the
Money Market Subaccount. The current yield of the Money Market Subaccount for
a seven-day period (the "base period") will be computed by determining the
"net change in value" (calculated as set forth below) of a hypothetical
account having a balance of one share at the beginning of the period, dividing
the net change in account sales by the value of the account at the beginning
of the base period to obtain the base period return, and multiplying the base
period return by
3
<PAGE>
365/7 with the resulting yield figure carried to the nearest hundredth of one
percent. Net changes in value of a hypothetical account will include net
investment income of the account (accrued daily dividends as declared by the
Money Market Portfolio, less daily expense charges of the Account) for the
period, but will not include realized gains or losses or unrealized
appreciation or depreciation on the underlying fund shares. Mortality and
expense risk and administrative charges are reflected, but any charge for
premium taxes are not.
The effective yield reflects the effects of compounding and represents an
annualization of the current return with all dividends reinvested. The formula
for effective yield, as prescribed by the SEC, is:
Effective yield = [(Base period return + 1)/365/7/] - 1
For the 7-day period ending December 31, 1996, the Money Market Subaccount's
current yield was % and its effective yield was %.
The Account will calculate current yield for each of the other Subaccounts
according to the following formula prescribed by the SEC:
Yield = 2 [([ (a - b)/cd] + 1)/6/ - 1]
-----------
where: a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the
period that were entitled to received dividends
d = the maximum offering price per share on the last day of the
period.
According to this formula, yield is determined by dividing the net
investment income per Accumulation Share earned during the period (minus the
deduction for mortality and expense risk charge, contract fee, administrative
services charge) by the Accumulation Share Value on the last day of the period
and annualizing the resulting figure. The calculation is based on specified
30-day periods identified in the advertisement.
CALCULATION OF ANNUITY PAYMENTS
The variable monthly annuity payment to an Annuitant under a Contract is
equal to the sum of the products of the number of each subaccount's "Annuity
Units" credited to the Contract multiplied by the applicable "Annuity Unit
Value," as these terms are defined under "Special Terms" and "Variable Account
Valuation Procedures," respectively, in the Account's prospectus. The number
of each subaccount's Annuity Units credited to the Contract is multiplied by
the applicable Annuity Unit Value as of ten calendar days prior to the date
the payment is due. The value of the Annuity Units varies from day to day,
depending on the investment performance of the subaccount, the deductions made
against the subaccount, and the assumed investment rate used in computing
Annuity Unit Values. Thus, the variable monthly annuity payments vary in
amount from month to month.
The amount of the initial variable monthly payment is determined on the
assumption that the actual net investment rate of each subaccount used in
calculating the Net Investment Factor (as described under "Variable Account
Valuation Procedures--Net Investment Factor" in the Account's prospectus) will
be equal on an annual basis to the assumed investment rate. If the actual net
investment rate between the dates for determining two monthly annuity payments
is greater than the assumed investment rate, the latter monthly payment will
be larger in amount than the former. On the other hand, if the actual net
investment rate between the dates for determining two monthly annuity payments
is less than the assumed investment rate, the latter monthly payment will be
smaller in amount than the former.
The mortality tables used as a basis for the annuity purchase rates are the
1983a Mortality Tables, with projections of mortality improvements and with
certain age adjustments based on the Contract Year of
4
<PAGE>
annuitization. The mortality table used in a Contract purchased in connection
with certain employer-related plans and used in all Contracts issued in
Montana and Massachusetts will be the Female Annuity Table of the 1983a
Mortality Tables. The impact of this change will be lower benefits (5% to 15%)
from a male's viewpoint than would otherwise be the case.
An illustration of the method of calculation of variable monthly annuity
payments and the number of Annuity Units under deferred Contracts is shown in
the outline that follows.
OUTLINE FOR DEFERRED CONTRACTS
A. GENERAL FORMULAE TO DETERMINE ACCUMULATION SHARE VALUES AND ANNUITY UNIT
VALUES
Net Investment Rate =
Subaccount Charges (0.002740%
per Day of the Value of the
Investment Capital Capital Taxes Subaccount at the Beginning
Income + Gains - Losses - (if any) - of the Valuation Period)
- -------------------------------------------------------------------------------
Value of the Subaccount at the Beginning of the Valuation Period
Net Investment
Factor = 1.00000000 + Net Investment Rate
Accumulation Accumulation Share Value on Net Investment
Share Value = Preceding Valuation Date X Factor
Annuity Unit Net Factor to Neutralize
Annuity Unit Value on Preceding Investment the Assumed
Value = Valuation Date X Factor X Investment Rate
B. HYPOTHETICAL EXAMPLE ILLUSTRATING THE CALCULATION OF ACCUMULATION SHARE
VALUES AND ANNUITY UNIT VALUES
Assume at the beginning of the Valuation Period being considered, the value
of the Subaccount was $4,000,000. Investment income during the Valuation
Period totaled $2000 while capital gains were $3000 and capital losses were
$1000. No taxes accrued. Charges against the beginning value of the Subaccount
amount to $164.40 assuming a one day Valuation Period. The $109.60 was
computed by multiplying the beginning Subaccount value of $4,000,000 by the
factor 0.00002740. By substituting in the first formula above, the net
investment rate is equal to $3890.40 ($2000 + $3000 - $1000 - $109.60) divided
by $4,000,000 or 0.0009726. The Net Investment Factor would then be 1.0009726.
Assume further that each Accumulation Share had a value of $11.250000 on the
previous Valuation Date, and the value of an Annuity Unit on such date was
$1.0850000. Based upon the experience of the Subaccount during the Valuation
Period, the value of an Accumulation Share at the end of the Valuation Period
would be $11.260942 ($11.250000 x 1.0009726). The value of an Annuity Unit at
the end of the Valuation Period would be $1.085953 ($1.0850000 x 1.0009726 x
.99990575). The final figure, .99990575, neutralizes the effect of a 3 1/2%
assumed investment rate so that the Annuity Unit recognizes only the actual
investment experience.
5
<PAGE>
C. GENERAL FORMULAE TO DETERMINE AMOUNT OF MONTHLY VARIABLE ANNUITY PAYMENTS
AND NUMBER OF ANNUITY UNITS FOR DEFERRED CONTRACTS
Amount of the First Variable Annuity Payment =
First
Monthly
Number of Annuity
Accumulation Accumulation Share Value Payment
Shares Applied X 10 Days Before Maturity Date X Factor
- -------------------------------------------------------
$1,000
Number of
Annuity Units = Amount of First Variable Annuity Payment
-------------------------------------------------
Annuity Unit Value 10 Days Before Maturity Date
Amount of Annuity Unit
Subsequent Variable Value 10 Days Before
Annuity Payment = Number of Annuity Units X Payment Date
D. HYPOTHETICAL EXAMPLE ILLUSTRATING THE CALCULATION OF THE AMOUNT OF MONTHLY
VARIABLE ANNUITY PAYMENT FOR DEFERRED CONTRACTS
Assume that 10 days before the date of maturity a Contract has credited to
it 4000.000 Accumulation Shares each having a value of $12.000000. The
appropriate annuity purchase rate in the Contract for an assumed investment
rate of 3 1/2% is $5.47 per $1000 of proceeds for the Annuity Option elected.
The Annuitant's first monthly payment would then be $262.56.
4000.000 X $12.000000 X 5.47
----------------------------------------------
$1000
If the value of an Annuity Unit 10 days before the date of maturity was
$1.4000000, the number of Annuity Units represented by the first and
subsequent payments would be $187.543 ($262.56/$1.4000000). If the Annuity
Unit Value 10 days before the due date of the second monthly payment was
$1.405000, the amount of the second payment would be $263.50 (187.543 x
$1.405000).
FINANCIAL STATEMENTS
[To be added by amendment.]
6
<PAGE>
[LOGO OF JOHN HANCOCK APPEARS HERE]
CONTRACTS ISSUED BY JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY 200 CLARENDON
STREET, BOSTON, MASSACHUSETTS 02117
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS
<TABLE>
<C> <S>
1. Condensed Financial Information (Part A) (To be filed by amendment.)
2. Statement of Assets and Liabilities, John Hancock Variable Annuity
Account I, at December 31, 1996. (Part B) (To be filed by amendment.)
3. Statement of Operations, John Hancock Variable Annuity Account I, for
the period ended December 31, 1996. (Part B) (To be filed by amendment.)
4. Statement of Changes in Net Assets, John Hancock Variable Annuity I,
for the period ended December 31, 1996. (Part B) (To be filed by amendment.)
5. Notes to Financial Statements, John Hancock Variable Annuity Account I.
(Part B) (To be filed by amendment.)
6. Statement of Financial Position, John Hancock Variable Life Insurance
Company, at December 31, 1996 and December 31, 1995. (Part B) (To be filed by amendment.)
7. Summary of Operations and Unassigned Deficit, John Hancock Variable
Life Insurance Company, for each of the two years in the period ended
December 31, 1996. (Part B) (To be filed by amendment.)
8. Statement of Cash Flows, John Hancock Variable Life Insurance Company,
for each of the two years in the period ended December 31, 1996. (Part
B) (To be filed by amendment.)
9. Notes to Financial Statements, John Hancock Variable Life Insurance
Company. (Part B) (To be filed by amendment.)
(B) EXHIBITS:
1. JHVLICO Board Resolution establishing John Hancock Variable Annuity
Account I, dated June 15, 1994.
2. Not Applicable.
3.(a) Distribution Agreement by and between John Hancock Distributors, Inc.,
and John Hancock Variable Life Insurance Company. (To be filed by amendment.)
4. Form of periodic payment deferred annuity contract.
5. Form of annuity contract application. (To be filed by amendment.)
6.(a) Certificate of Incorporation of John Hancock Variable Life
Insurance Company.
6.(b) By-Laws of John Hancock Variable Life Insurance Company.
</TABLE>
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<PAGE>
<TABLE>
<C> <S>
7. Not Applicable.
8. Not Applicable.
9. Opinion and Consent of Counsel as to legality of interests being
offered.
10.(a) Consent of Independent Auditors. (To be added by amendment.)
10.(b) Representation of Counsel (To be added by amendment.)
11. Not Applicable.
12. Not Applicable.
13. Diagram of Subsidiaries of John Hancock Mutual Life Insurance Company,
incorporated by reference from Post-Effective Amendment No. 13 to Form
N-1A Registration Statement of John Hancock Variable Series Trust I
(File No. 33-2081) filed April 24, 1996.
14. Copies or Powers of attorney, incorporated by reference from
Post-Effective Amendment No. 1 to Form N-4 Registration Statement of
John Hancock Variable Annuity Account I (File No. 33-82648), filed
April 25, 1995.
</TABLE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
DIRECTORS
<TABLE>
<CAPTION>
NAME POSITION WITH DEPOSITOR
---- -----------------------
<S> <C>
David F. D'Alessandro............... Chairman of the Board and President
Henry D. Shaw....................... Vice Chairman of the Board and President
Thomas J. Lee....................... Director
Robert R. Reitano................... Director
Ronald J. Bocage.................... Director and Counsel
Joseph A. Tomlinson................. Director and Vice President
Michele G. VanLeer.................. Director
John M. DeCiccio.................... Director
Barbara L. Luddy.................... Director and Actuary
Robert S. Paster.................... Director
EXECUTIVE OFFICERS OTHER THAN DIRECTORS
Daniel L. Ouellette................. Vice President, Marketing
Patrick F. Smith.................... Controller
</TABLE>
All of the above-named officers and directors can be contacted at the
following business address: John Hancock Variable Life Insurance Company, John
Hancock Place, P.O. Box 111, Boston, MA 02117.
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Registrant is a separate account of JHVLICO, operated as a unit investment
trust. Registrant supports benefits payable under JHVLICO's variable annuity
contracts by investing in shares of John Hancock Variable Series Trust I (the
"Fund") a "series" type of mutual fund, registered under the Investment
Company Act of 1940 (the "Act") as an open-end management investment company.
The Registrant and other separate accounts of John Hancock and JHVLICO own all
of the Fund's outstanding shares. The purchasers of variable annuity and
variable life insurance contracts, in connection with which the Fund is used,
will have the opportunity to instruct John Hancock and JHVLICO with respect to
the voting of the shares of the Series Fund held by Registrant as to certain
matters. Subject to the voting instructions, JHVLICO directly controls
Registrant.
A diagram of the subsidiaries of John Hancock is incorporated by reference
from Exhibit 17 to Post-Effective Amendment No. 13 to Form N-1A Registration
Statement of John Hancock Variable Series Trust I (File No. 33-2081) filed
April 24, 1996.
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<PAGE>
ITEM 27. NUMBER OF CONTRACT OWNERS
Because no Contracts have yet been sold, there are no Contract Owners.
ITEM 28. INDEMNIFICATION
Article X of the By-Laws of JHVLICO provides indemnification to each present
and former trustee, officer, and employee of JHVLICO against litigation
expenses and liabilities incurred while acting as such, subject to limitations
of law, including under the Act. No indemnification shall be paid if a
director or officer is finally adjudicated not to have acted in good faith in
the reasonable belief that his action was in the best interest of JHVLICO.
JHVLICO may pay expenses incurred in defending an action or claim in advance
of its final disposition, but only upon receipt of an undertaking by the
person indemnified to repay such amounts if he or she should be determined not
be entitled to indemnification.
Reference is made to Article VI of the ByLaws of the Fund, filed as Exhibit
2 to Post Effective Amendment No. 2 to the Fund's Registration Statement (File
No. 33-2081) dated April 12, 1988, which provides that the Fund shall
indemnify or advance any expenses to the trustees, shareholders, officers, or
employees of the Fund to the extent set forth in the Declaration of Trust.
Sections 6.3 through 6.17 of the Declaration of Trust, included as Exhibit 1
to the Fund's Post Effective Amendment No. 2, relate to the indemnification of
trustees, shareholders, officers, and employees. It is provided that the
Registrant shall indemnify any trustee made a party to any proceeding by
reason of service in that capacity if the trustee (a) acted in good faith and
(b) reasonably believed, (1) in the case of conduct in the trustee's official
capacity with the Fund, that the conduct was in the best interest of the Fund
and (2) in all other cases, that the conduct was at least not opposed to the
best interests of the Fund, and (c) in the case of any criminal proceeding,
the Fund shall indemnify the trustee if the trustee acted in good faith and
had no reasonable cause to believe that the conduct was unlawful.
Indemnification may not be made by the Fund unless authorized in each case by
a determination by the Board of Trustees or by special legal counsel or by the
shareholders. Neither indemnification nor advancement of expenses may be made
if the trustee or officer has incurred liability by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of duties
involved in the conduct of his office ("Disabling Conduct"). The means for
determining whether indemnification shall be made shall be (1) a final
decision on the merits by a court or other body before whom the proceeding was
brought that the person to be indemnified was not liable by reason of
Disabling Conduct or (2) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that such person was not
liable by reason of Disabling Conduct. Such latter determination may be made
either (a) by the vote of a majority of a quorum of Trustees of the Fund who
are neither "interested" persons of the Fund (as defined in the Act) nor
parties to the proceeding or (b) by an independent legal counsel in a written
opinion. The advancement of legal expenses may not occur unless the trustee or
officer agrees to repay the advance (unless it is ultimately determined that
he is entitled to indemnification) and at least one of three conditions is
satisfied: (1) he provides security for his agreement to repay, (2) the Fund
is insured against loss by reason of lawful advances, or (3) a majority of a
quorum of the Trustees of the Fund who are not interested persons and are not
parties to the proceedings, or independent counsel in a written opinion,
determine that there is reason to believe that the trustees or officer will be
found entitled to indemnification.
Similar types of provisions dealing with the indemnification of the Fund's
officers and trustees are hereby incorporated by reference from documents
previously filed with the Commission, specifically, Section 14 of the
Investment Management Agreement by and between John Hancock Variable Series
Trust I and John Hancock Mutual Life Insurance Company (Exhibit 5.f. to Post-
Effective Amendment No. 4 to the Registration Statement of the Fund (File No.
33-2081) dated April, 1989), Section 14 of the Investment Management Agreement
by and between John Hancock Variable Series Trust I and John Hancock Mutual
Life Insurance Company (Exhibit 5.a. to the Fund's Registration Statement
(File No. 33-2081) dated December 11, 1985), Section 14 of the Investment
Management Agreement by and between John Hancock Variable Series Trust and
John Hancock Mutual Life Insurance Company (Exhibit 5.g. to Post-Effective
Amendment No. 9 to the Fund's Registration Statement (File No. 33-2081) dated
March 2, 1994), Section 7 of the Underwriting and Administrative Services
Agreement by
C-3
<PAGE>
and between John Hancock Variable Series Trust I and John Hancock Mutual Life
Insurance Company (Exhibit 6 to Post-Effective Amendment No. 4 to the
Registration Statement of the Fund (File No. 33-2081) dated April, 1986, and
Section 15 of the Transfer Agency Agreement by and between John Hancock
Variable Series Trust I and John Hancock Mutual Life Insurance Company
(Exhibit 9 to Pre-Effective Amendment No. 1 to the Registration Statement of
the Fund (File No. 33-2081) dated March 13, 1986).
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by a
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether indemnification by it is against public policy as
expressed in that Act and will be governed by the final adjudication of such
issue.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) John Hancock Distributors, Inc., is the principal underwriter for the
Fund, John Hancock Variable Annuity Accounts U and V, and John Hancock
Variable Life Accounts U, V, and S, and John Hancock Mutual Variable Life
Insurance Account UV.
(b) In response to this item, the response to Item 25 is hereby
incorporated by reference.
(c) The information under "Distribution Agreements and Other Services--
Distribution Agreement" in the statement of additional information forming
a part of this registration statement is incorporated herein by reference.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The following entities prepare, maintain, and preserve the records required
by Section 31(a) of the Act for the Registrant and the Fund (as indicated
below) through written agreements between the parties to the effect that such
services will be provided to the Registrant and/or the Fund for such periods
prescribed by the Rules and Regulations of the Commission under the Act and
such records will be surrendered promptly on request:
John Hancock Distributors, Inc. ("Distributors"), John Hancock Place,
Boston, Massachusetts 02117, serves as Registrant's distributor and principal
underwriter and, in such capacities, keeps records regarding shareholders
account records, cancelled stock certificates. JHVLICO (at the same address)
in its capacity as Registrant's depositor, and John Hancock (at the same
address) in its capacities as Registrant's investment adviser and transfer
agent, keep all other records required by Section 31(a) of the Act.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Registrant hereby undertakes to file a post-effective amendment to
this Registration Statement as frequently as is necessary to ensure that
the audited financial statements in the registration statement are never
more than 16 months old for so long as payments under the variable annuity
contracts may be accepted.
C-4
<PAGE>
(b) Registrant hereby undertakes to include as part of any application to
purchase a contract offered by the prospectus a space that an applicant can
check to request a Statement of Additional Information.
(c) Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available
under Form N-4 promptly upon written or oral request.
(d) Registrant represents that, in connection with the sale of the
Contracts offered pursuant to this registration statement, it has complied
with the conditions of the SEC no-action letter regarding the purchase of
variable annuity contracts under retirement plans meeting the requirements
of Section 403(b) of the Internal Revenue Code (American Council of Life
Insurance (pub. avail. Nov. 28, 1988)). Specifically, Registrant has (1)
included appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in the prospectus; (b) included appropriate
disclosure regarding the redemption restrictions imposed by Section
403(b)(11) in any sales literature used in connection with the offer of the
Contracts; (3) instructed sales representatives specifically to bring the
redemption restrictions imposed by Section 403(b)(11) to the attention of
potential plan participants; and (4) obtained from each plan participant
who purchases a Section 403(b) annuity contract, prior to or at the time of
such purchase, a signed statement acknowledging the participant's
understanding of (a) the restrictions on redemptions imposed by Section
403(b)(11) and (b) the investment alternatives available under the
employer's Section 403(b) arrangement to which the participant may elect to
transfer his contract value.
C-5
<PAGE>
SIGNATURES
AS REQUIRED BY THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF
1940, REGISTRANT HAS CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF, IN THE CITY OF BOSTON AND THE COMMONWEALTH OF MASSACHUSETTS ON THIS
25TH DAY OF NOVEMBER, 1996.
John Hancock Variable Annuity
Account I (Registrant)
By John Hancock Variable Life
Insurance Company
/s/ Henry D. Shaw
By __________________________________
HENRY D. SHAW VICE CHAIRMAN OF THE
BOARD AND PRESIDENT
John Hancock Variable Life Insurance
Company (Depositor)
/s/ Henry D. Shaw
By __________________________________
HENRY D. SHAW VICE CHAIRMAN OF THE
BOARD AND PRESIDENT
AS REQUIRED BY THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF
1940, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THEIR CAPACITIES WITH JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY AND ON THE
DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Patick F. Smith Controller 11 - 25 - 96
- ------------------------------------- (Acting Principal
PATRICK F. SMITH Financial Officer
and Principal
Accounting Officer)
/s/ Ronald J. Bocage Director 11 - 25 - 96
- ------------------------------------
RONALD J. BOCAGE
/s/ Henry D. Shaw Vice Chairman of the 11 - 25 - 96
- ------------------------------------- Board and President
HENRY D. SHAWFOR HIMSELF AND AS (Principal
ATTORNEY-IN-FACT Executive Officer)
FOR: David F. D'Alessandro Chairman of the Board
Thomas J. LeeDirector
Robert R. ReitanoDirector
Michele G. Van LeerDirector
Barbara L. Luddy Director
C-6
<PAGE>
INDEX TO EXHIBITS
FORM N-4
JOHN HANCOCK VARIABLE ANNUITY ACCOUNT I
<TABLE>
<CAPTION>
EXHIBITS
--------
<C> <S>
1. JHVLICO Board Resolution Establishing John Hancock Variable Annuity
Account I.
4. Form of Periodic Payment Deferred Annuity Contract.
6.(a) Certiificate of Incorporation of John Hancock Variable Life Insurance
Company.
6.(b) By-Laws of John Hancock Variable Life Insurance Company.
9. Opinion of Counsel.
</TABLE>
C-7
<PAGE>
Exhibit 1
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
Boston, Massachusetts
VOTE OF BOARD OF DIRECTORS
Meeting of June 15, 1994
VOTED, with respect to separate investment accounts:
(a) To establish one or more separate investment accounts (the
"Account"), pursuant to Section 132 G of Chapter 175 of the Massachusetts
General Laws, as amended, for the funds attributable to individual annuity
contracts on a variable basis to be issued by the Company. The Officers of the
Company may determine the designation of each Account and may from time to time
change its designation as they deem necessary and appropriate.
(b) To allocate to the Account amounts to provide for annuities
(including benefits incidental thereto) payable in fixed or variable amounts or
both and the income, gains and losses, realized or unrealized, attributable to
the Account shall be credited to or charged against the Account without regard
to the other income, gains or losses of the Company.
(c) To authorize the registration of the Account as an investment company
under the Investment Company Act of 1940 and the registration of the variable
annuity contracts issued in connection with the Account as securities under the
Securities Act of 1933, and to authorize and empower the Chairman of the Board,
the Vice Chairman, the President, or the Secretary of the Company ("Officers of
the Company") to take all action necessary to comply with the Acts, including
but not limited to the execution and filing of registration statements and
amendments thereto, applications for exemptions from the provisions of the Act
as may be necessary or desirable and amendments thereto, and agreements for the
administration of the Account and for the distribution of variable annuity
contracts carrying an interest in the Account assets and any other actions
necessary under all other applicable federal and state laws and regulations.
(d) To authorize the Officers of the Company to take all actions
necessary to register the Account as a unit investment trust under the
Investment Company Act of 1940, and to take such related actions as they deem
necessary and appropriate to carry out the foregoing, including, without
limitation, the following: determining that the fundamental investment policy
of the Account shall be to invest or reinvest the assets in securities issued by
such investment companies registered under
<PAGE>
-2-
the Investment Company Act of 1940 as the Officers may designate pursuant to the
provisions of the variable annuity contracts issued by the Company; establishing
one or more subaccounts within the Account to which net premiums under the
variable annuity contracts will be allocated in accordance with instructions
received from contractowners, reserving to the officers the authority to
increase or decrease the number of subaccounts in the Account as they deem
necessary or appropriate; and investing each subaccount only in the shares of a
single mutual fund or a single portfolio of an investment company organized as a
series fund pursuant to the Investment Company Act of 1940.
(e) To authorize the Officers of the Company to deposit such amount in
the Account or in each subaccount thereof as may be necessary or appropriate to
facilitate the Account's operations; to transfer funds from time to time between
the Company's general account and the Account as deemed appropriate and
consistent with the terms of the variable annuity contracts and applicable laws;
and to establish criteria by which the Company shall institute procedures to
provide for a pass-through of voting rights to the owners of variable annuity
contracts issued by the Company, as required by applicable laws, with respect to
the shares of any investment companies which are held in the Account.
(f) To appoint Sandra M. DaDalt; Assistant Secretary and Counsel, as
agent for service of process or the like for the Company to receive notices and
communications from the Securities and Exchange Commission with respect to such
Registration Statements or exemptive applications and amendments thereto as may
be filed on behalf of the Company concerning the Account or the variable annuity
contracts, and to exercise the powers given to such agent in the rules and
regulations of the Securities and Exchange Commission under the Securities Act
of 1933, the Investment Company Act of 1940, or the Securities Exchange Act of
1934.
(g) To authorize the Officers of the Company to do or cause to be done
all things necessary or desirable, as may be advised by counsel, to comply with,
or obtain exemptions from, federal, state or local statutes or regulations that
may be applicable to the issuance and sale of variable annuity contracts by the
Company.
(h) To authorize the Company to act as the depositor for the Account and
provide all administrative services in connection with the establishment and
maintenance of the Account and in connection with the issuance and sale of
variable annuity contracts, all on such terms and subject to such modifications
as the Officers deem necessary or appropriate to effectuate the foregoing.
<PAGE>
-3-
(i) To authorize the Officers of the Company to contract with a suitable
investment company under the Investment Company Act of 1940, the shares of which
shall be purchased by the Company in order to serve as an investment vehicle for
the Account and, further, that the Officers are authorized to do all things as
they deem necessary and appropriate to carry out the foregoing.
(j) To empower the Executive Committee to authorize the execution and
delivery of such instruments and such other action as it may deem necessary or
desirable in order to carry out the purpose and intent of this vote and to
comply with applicable federal or state laws and regulations.
<PAGE>
Exhibit 4
[LOGO OF JOHN HANCOCK] Variable Life Insurance Company John
Hancock Place
Boston, Mass 02117
1-800-741-8184
OWNER JOHN HANCOCK
ANNUITANT JOHN HANCOCK ANNUITY
NUMBER VA 000 000
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY WITH FIXED AND VARIABLE OPTIONS
The John Hancock Variable Life Insurance Company ("the Company") agrees to
provide the benefits, rights and privileges as stated in this contract.
Benefits available under the contract are not less than those required by any
statute of the state in which the contract is delivered.
If the contract is in force on the Date of Maturity, we will pay an Annuity to
the Annuitant, unless otherwise directed by the Owner. The variable and fixed
portions of each Annuity payment will be determined in accordance with the
"Conversion" provision of this contract. The variable portion may increase or
decrease depending upon the investment experience of the Subaccounts in which
the Net Premiums are invested. Unless otherwise elected, Annuity payments will
be payable at monthly intervals for a period of 10 years and as long thereafter
as the Annuitant lives. The variable portion of Annuity payments will not
decrease if the annual effective rate of investment return earned on assets of
the Subaccounts is at least 3.5% (unless otherwise elected) after deductions
made directly to such Subaccounts of 1% per annum.
By written notice, the Owner may elect the Date of Maturity at any time,
provided the Date elected is: (i) not later than the Annuitant's 85th birthday
without our prior approval; (ii) at least 31 days after the written notice; and
(iii) at least six months after the date the first premium is applied to the
contract without our prior approval. If no other election is made, the Date of
Maturity will be the Annuitant's 85th birthday.
A Death Benefit will be payable if the Annuitant's death occurs before the Date
of Maturity and before the Surrender Date, as stated in the "Death Benefit" and
other contract provisions.
We are issuing this contract in consideration of the application and the payment
of premiums.
The Contract Specifications on page 3 and the conditions and provisions on this
and the following pages are part of the contract.
10 Day Right to Cancel - This contract may be returned by delivering or mailing
it within 10 days after its receipt to the Company at Boston, Massachusetts with
a written request for cancellation. Immediately on such delivery or mailing and
such written request, the contract shall be deemed void from the beginning and a
refund will be made within 10 days. The amount refunded will be the sum of (i)
the Accumulated Value at the end of the Valuation Period during which we receive
the contract and (ii) the sum of all charges made with respect to the contract.
<PAGE>
Signed for the Company at Boston, Massachusetts.
/s/ Henry D. Shaw /s/ John Morgan
President Secretary
Flexible Premium Combination Fixed/Variable Deferred Annuity - monthly Annuity
payable to Annuitant beginning on the Date of Maturity for a guaranteed period
of 10 years and thereafter for life, unless otherwise elected.
Nonparticipating
Initial premium is shown on page 3.
This policy is a legal contract between the Applicant and the Insurer. Read
your policy carefully.
THE BENEFITS, PAYMENTS AND ACCUMULATED VALUE UNDER THIS CONTRACT, WHEN BASED ON
THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND NOT GUARANTEED
AS TO DOLLAR AMOUNT. THE VALUES OF THE SUBACCOUNTS MAY INCREASE OR DECREASE.
SEE SECTION 8 FOR DETAILS.
96DVA VA0196
<PAGE>
CONTRACT PROVISIONS
<TABLE>
<CAPTION>
Numerical Guide Alphabetical Guide
Section Section
<S> <C>
1. Contract Specifications 7. Accumulations
2. Definitions 23. Annual Statement
3. Owner, Beneficiary 15. Annuity Payments
4. The Contract 20. Assignment
5. Payment of Premiums 3. Beneficiary
6. Investment and Account Transfer Options 21. Claims of Creditors
7. Accumulations in Variable and Fixed Accounts 4. Contract
8. Accumulations Shares and Annuity Unit Valuation 11. Contract Fee and Premium Taxes
9. Death Benefit 1. Contract Specifications
10. Death of Owner 15. Conversion
11. Contract Fee and Premium Taxes 9. Death Benefit
12. Withdrawals 10. Death of Owner
13. Surrender Provision 2. Definitions
14. Reinstatement 19. Incontestability
15. Conversion 6. Investment Option
16. Settlement Options 24. Miscellaneous
17. Proof Required for Payment 18. Misstatements
18. Misstatements 16. Optional Methods of Settlement
19. Incontestability 3. Owner
20. Assignment 1.,5. Premiums
21. Claims of Creditors 17. Proof Required for Payment
22. Right to Make Changes 14. Reinstatement
23. Annual Statement 22. Right to Make Changes
24. Miscellaneous 13. Surrender Provision
6. Transfer Option
8. Valuation Procedures
12. Withdrawals
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
1. CONTRACT SPECIFICATIONS
- --------------------------------------------------------------------------------
OWNER John Hancock
ANNUITANT John Hancock
ANNUITY NUMBER VA00 000 000
ISSUE AGE 35
DATE OF ISSUE January 1, 1997
DATE OF MATURITY January 1, 2047
INITIAL PREMIUM $11,000.00
SUBSEQUENT PREMIUMS MAY BE PAID IN ACCORDANCE WITH SECTION 5.
CURRENT ANNUAL CONTRACT FEE: $30
APPLICABLE TO CONTRACTS WITH ACCUMULATED VALUE UNDER $10,000 ONLY.
SEE SECTION 11.
<PAGE>
- --------------------------------------------------------------------------------
2. DEFINITIONS
- --------------------------------------------------------------------------------
"Account", unmodified, means a Subaccount or a Fixed Account.
"Accumulated Value", unmodified, means the value of this contract on any date
prior to the commencement of life annuity payments. This value equals the sum
of this contract's (i) accumulated values for all Subaccounts and (ii)
accumulated value in the Fixed Account. The accumulated value for each
Subaccount as of any date will equal the number of Accumulation Shares for that
Subaccount then credited to this contract multiplied by the Accumulation Share
Value for that Subaccount on that date.
"Accumulation Share" means a unit of measurement used in determining the value
of this contract prior to the commencement of life annuity payments. The
Accumulation Share Value for each Subaccount will reflect the investment
experience of that Subaccount. It will vary in dollar amount.
"Annuity Unit" means a unit of measurement used in determining the amount of the
variable portion of each Annuity payment. The value of an Annuity Unit for each
Subaccount will depend on the assumed investment rate and the investment
experience of that Subaccount. It will vary in dollar amount.
"Fixed Account" means an Account established by us which accumulates at rates,
not less than 3%, which we will determine and declare from time to time.
"Fund" means a series type mutual fund registered under the 1940 Act as an open-
end diversified management investment company.
"In force" means that the Annuitant is living and the Accumulated Value of the
contract has not become payable.
"Measuring Person" means the person on whose life Annuity payments will be
based.
"Net Premium" means the premium paid less any applicable taxes based on the
amount of premium payment.
"Payment" means, unless otherwise stated, payment at our Home Office in Boston,
Massachusetts.
"Portfolio" means each division of a Fund which has a specific investment
objective.
"Separate Account", unmodified, means a separate investment account, established
by us under Massachusetts law, in which you are eligible to invest under this
contract.
"Subaccount" means each division of a Separate Account. The assets of each
Subaccount are invested solely in shares of the corresponding Portfolio of a
Fund.
"Surrender Date" means the date of receipt of written notice of surrender under
Section 13.
"Valuation Date" means any date on which the New York Stock Exchange is open for
trading and on which the Fund values its shares.
"Valuation Period" means that period of time from the beginning of the day
following a Valuation Date to the end of the next following Valuation Date.
<PAGE>
"We", "us", "our" refer only to the Company.
"Written notice" means, unless otherwise stated, a written notice received at
our Home Office in Boston, Massachusetts.
"You" and "your" refer only to the Owner of this contract.
"1940 Act" means the Investment Company Act of 1940, as amended.
4 VA0496
<PAGE>
- --------------------------------------------------------------------------------
3. OWNER, BENEFICIARY
- --------------------------------------------------------------------------------
The Owner and the Beneficiary will be as shown in the application unless you
change them or they are changed by the terms of this provision.
If the Annuitant dies and there is no surviving Beneficiary, you will be the
Beneficiary, but if you were the Annuitant, your estate will be the Beneficiary.
You shall have the sole and absolute power to exercise all rights and privileges
without the consent of any other person except as otherwise provided by this
contract or unless you provide otherwise by written notice.
While the Annuitant is alive, you may change the Owner by written notice. You
may change the Beneficiary by written notice no later than receipt of the
required due proof of the Annuitant's death. A change will take effect when the
notice is received and filed at our Home Office. The change will take effect
whether or not you or the Annuitant is then alive. A change shall be subject to
the rights of any assignee of record with us and subject to any payment made or
other action taken by us before we received and filed the notice.
JOINT OWNERS
If joint Owners are named in the application, each joint Owner will be
considered the primary Beneficiary of the other joint Owners. Should another
person or entity be designated as Beneficiary in the application, such
Beneficiary will be deemed a contingent Beneficiary for all Owners with rights
subordinate to the rights of each joint Owner. Signatures of all joint Owners
are required for any exercise of ownership rights requiring written
notification.
- --------------------------------------------------------------------------------
4. THE CONTRACT
- --------------------------------------------------------------------------------
The entire contract between the Applicant and us consists of this contract and
the application, a copy of which is attached.
Contract years, contract months and contract anniversaries are measured from the
Date of Issue.
Only the President, a Vice President, the Secretary, or an Assistant Secretary
of the Company has authority to waive or agree to change in any respect any of
the conditions or provisions of the contract.
- --------------------------------------------------------------------------------
5. PAYMENT OF PREMIUMS
- --------------------------------------------------------------------------------
All premium payments shall be made to us at our Home Office. Premium payments
are subject to the following conditions:
(a) Each premium payment must be at least $50.
(b) The maximum premium that may be deposited to the contract in any contract
year is $500,000.
(c) The maximum premium that may be deposited in any Subaccount in any
contract year is $500,000 less any amount previously transferred to such
Subaccount in such year.
<PAGE>
(d) The maximum premium that may be deposited in the Fixed Account in any
contract year, exclusive of the initial premium payment, is $100,000 less
any amount previously transferred to the Fixed Account in such year.
(e) No premium payments may be deposited to the Fixed Account after the end of
the tenth contract year.
(f) No premium payments may be made to the contract after the Annuitant's 85th
birthday.
Upon request we will consider waiving any of the above conditions.
5 VA0596
<PAGE>
- --------------------------------------------------------------------------------
6. INVESTMENT AND ACCOUNT TRANSFER OPTIONS
- --------------------------------------------------------------------------------
INVESTMENT OPTION
The Net Premium will be allocated to the accounts according to the Investment
Option then in effect. The Initial Investment Option is that elected by you in
the application. You may elect to change the Investment Option. The change
will be effective as to the application of any Net Premium made on or after the
date of receipt at our Home Office of notice satisfactory to us. The minimum
percentage that may be allocated to any Account and the maximum number of
Accounts in which amounts may be held will be subject to our administrative
rules in effect at the time of the election. All percentages you elect must be
whole numbers.
ACCOUNT TRANSFER OPTION
You may elect to reallocate amounts among Accounts (i) by written notice
satisfactory to us or (ii) by telephone instructions if you have elected the
Telephone Transfer Option. Such election may be made in the application or at
any time thereafter by written notice satisfactory to us. We reserve the right
to terminate, suspend or modify the Telephone Transfer Option at any time
without notice. We may record any telephone conversation relating to Account
transfers.
Transfers among Accounts will be effective on the date of receipt of the
required written notice or telephone instruction. The number of Accumulation
Shares or Annuity Units and the amount of accumulated value of the Fixed Account
transferred to or from each Account will reflect the respective values in each
Account.
If the Accumulated Value is invested in more than four Accounts on the Date of
Maturity or other date elected for commencement of Annuity payments and before
conversion in accordance with Section 15, we will allocate the Accumulated Value
to the four Accounts then having the largest portions of the Accumulated Value.
The Accumulated Value in Accounts other than such four Accounts will be
allocated to the four Accounts in proportion to the amounts in the four
Accounts. Such allocation will be made not withstanding any transfer
restrictions specified in this Section 6. The rules that will be applied as of
any date will be those in effect on that date.
ACCOUNT TRANSFER RESTRICTIONS
General Restrictions
- --------------------
You may elect to reallocate amounts among the Accounts no more than twelve times
in each contract year without our prior approval. No transfer will be permitted
on or within 30 days of the Maturity Date. The maximum number of Accounts in
which Accumulated Value may be held will be subject to our rules in effect at
the time of reallocation.
Restrictions on Transfers to Subaccounts
- ----------------------------------------
Without our prior approval, the maximum amount which may be transferred to a
Subaccount in any contract year is $500,000 less net premiums previously
deposited to such Subaccount in such contract year.
Restrictions on Transfers out of and to the Fixed Account
- ---------------------------------------------------------
<PAGE>
Only one transfer may be made out of the Fixed Account in each contract year.
It must be made on the contract anniversary date or within 30 days thereafter.
If the accumulated value of the Fixed Account is $2,500 or less then a transfer
made out of the Fixed Account may not exceed $500 without our prior approval.
If the accumulated value of the Fixed Account exceeds $2,500 then no more than
20% of that value may be transferred out of the Fixed Account without our prior
approval. Without our prior approval, the maximum amount that may be
transferred to the Fixed Account in any contract year is $100,000 less net
premiums previously deposited to the Fixed Account in such year. A transfer to
the Fixed Account may not be made within 6 months of a transfer out of the Fixed
Account. No transfers may be made to the Fixed Account after the end of the
tenth contract year without our prior approval. No transfers may be made to or
from the Fixed Account after the commencement of Annuity payments.
6 VA0696
<PAGE>
- --------------------------------------------------------------------------------
7. ACCUMULATIONS IN VARIABLE AND FIXED ACCOUNTS
- --------------------------------------------------------------------------------
PURCHASE OF ACCUMULATION SHARES
The portion of the Net Premium not allocated to the Fixed Account will be
allocated to each elected Subaccount for investment with other funds in each
such Subaccount and applied to the purchase of Accumulation Shares to the credit
of this contract. The number of Accumulation Shares in each Subaccount
purchased by each premium payment will be determined by dividing the applicable
portion of the Net Premium by the applicable Accumulation Share Value of the
Subaccount on the first Valuation Date which is the same as or next follows the
receipt of the premium payment at our Home Office.
ACCUMULATED VALUE IN THE FIXED ACCOUNT
We will accumulate (i) the portion of any Net Premium allocated to the Fixed
Account and (ii) any amount transferred from a Subaccount, from the date the
premium is received or the transfer is made. The accumulated value of the
contract's share of the Fixed Account on any date prior to the date annuity
payments commence is the sum of such Net Premiums and transfers accumulated with
interest to that date less the sum of (a), (b) and (c) accumulated with interest
to that date, where:
(a) is any withdrawal made from the Fixed Account;
(b) is any transfer made from the Fixed Account; and
(c) is any charge deducted from the Fixed Account.
Interest will be credited daily and will then earn interest from that date. The
interest rates used will be the applicable rates that we declare. All such
declared rates will be expressed on an annual effective basis and will never be
less than the guaranteed minimum rate of 3% on an annual effective basis. The
interest credited on any given day will be at a rate which, if compounded daily
for one year, would equal the applicable declared rate.
- --------------------------------------------------------------------------------
8. ACCUMULATION SHARES AND ANNUITY UNIT VALUATION
- --------------------------------------------------------------------------------
ACCUMULATION SHARE VALUE
The Accumulation Share Value is calculated separately for each Subaccount. The
value of one Accumulation Share was set at $10.00 on the date assets were first
allocated to each Subaccount. The value of one Accumulation Share on any
Valuation Date thereafter will be determined for each Subaccount by multiplying
the immediately preceding Accumulation Share Value by the applicable Net
Investment Factor for the Valuation Period ending on that Valuation Date. On
any date other than a Valuation Date, the Accumulation Share Value will be the
same as that on the next following Valuation Date.
ANNUITY UNIT VALUE
The Annuity Unit Value is calculated separately for each Subaccount. The value
of one Annuity Unit was set at $1.00 on the date assets were first allocated to
each Subaccount. The value of one Annuity Unit on any Valuation Date thereafter
will be determined for each Subaccount by multiplying (1) the Immediately
preceding Annuity Unit Value by (2) the applicable Net Investment Factor for the
Valuation Period ending on the Valuation Date reduced by 0.00009425 times the
applicable Net Investment
<PAGE>
Factor for each calendar day in the Valuation Period.
On any date other than a Valuation Date, the Annuity Unit Value will be the same
as that on the next following Valuation Date.
NET INVESTMENT FACTOR
The Net Investment Factor for each Subaccount for any Valuation Period is equal
to one plus the applicable net investment rate for such period. A Net
Investment Factor may be more or less than one. The net investment rate for
each Subaccount for any Valuation Period will be determined by: (1) taking the
sum of the accrued investment income and capital gains and losses, realized or
unrealized, of the Subaccount for the Valuation Period; (2) subtracting the sum
of (i) an amount for any applicable income taxes and (ii) an amount for
mortality and expense risks and administrative expenses computed by multiplying
0.00002740 times the value of the Subaccount at the beginning of the Valuation
Period times the number of calendar days in the Valuation Period; and (3)
dividing the result by the value of the Subaccount at the beginning of the
Valuation Period.
7 VA0796
<PAGE>
VALUATION OF ASSETS
The values of the assets in the Subaccounts shall be determined at a fair value
in accordance with applicable law. Liabilities attributable to the Subaccount
will be deducted to determine the value of the Subaccount.
ADJUSTMENT OF UNITS AND VALUES
We reserve the right to change the number and value of the Accumulation Shares
or Annuity Units or both without your consent or the consent of any other
person, provided strict equity is preserved and the change does not affect the
benefits, provisions or investment return of this contract.
- --------------------------------------------------------------------------------
9. DEATH BENEFIT
- --------------------------------------------------------------------------------
If the Annuitant dies before the Date of Maturity, we will pay the Death Benefit
to the Beneficiary. The Death Benefit will equal the greater of: (i) the
Accumulated Value as of the date of receipt of due proof of the Annuitant's
death; and (ii) the amount of the premiums paid less the amount of all
withdrawals made, if any.
- --------------------------------------------------------------------------------
10. DEATH OF OWNER
- --------------------------------------------------------------------------------
Notwithstanding Section 9, the following will apply upon the death of the Owner
or of any joint Owner, if this contract has not already been converted into an
annuity in accordance with Section 15:
(i) If the Beneficiary is the spouse of the Owner, the Beneficiary may
continue the contract in force as Owner.
(ii) If the Beneficiary is not the spouse of the Owner, or if the Beneficiary
is the spouse of the Owner but does not choose to continue the contract,
we will pay the Death Benefit (or the Accumulated Value if the Owner is
not the Annuitant) in full to the Beneficiary within 5 years of the
Owner's death or apply the Accumulated Value in full towards the purchase
of a life annuity on the Beneficiary with payments beginning within 1 year
of the Owner's death.
8 VA0896
<PAGE>
- --------------------------------------------------------------------------------
11. CONTRACT FEE AND PREMIUM TAXES
- --------------------------------------------------------------------------------
We will deduct a contract fee not to exceed $50, subject to applicable state
regulations, on each contract anniversary prior to the Date of Maturity and on
the date of surrender of the contract, but only if the Accumulated Value on any
such date is then less than $10,000. No contract fee will be deducted if the
Accumulated Value is $10,000 or more.
The contract fee will be deducted from the accumulated value for each Account in
the same proportion as such value bears to the Accumulated Value. However, no
deduction will be made from the accumulated value in the Fixed Account which
results in an accumulation at less than the 3% guaranteed rate.
A deduction for a premium tax or a similar tax will be made either from premiums
or from the Accumulated Value if and when such a tax is incurred by us.
However, if premium taxes or similar taxes are incurred by us at the time
premiums are paid and we decide to defer the deduction for such taxes by waiving
the deduction in accordance with the immediately preceding sentence then a
deduction will be made upon any withdrawal under Section 12 and either on the
Surrender Date, the Date of Maturity, or the date of payment of the Death
Benefit. Such deduction will be equal to the tax percentage multiplied by (i)
in the case of withdrawals, the withdrawal amount requested, (ii) in the case of
surrender or annuitization, the Accumulated Value as of the Surrender Date or
the Date of Maturity as the case may be, or (iii) in the case of death, the
Death Benefit as of the date of receipt of due proof of the Annuitant's death.
The "tax percentage" is equal to the percentage of premium which the premium tax
or similar tax in question constitutes.
- --------------------------------------------------------------------------------
12. WITHDRAWALS
- --------------------------------------------------------------------------------
Subject to the limits described in this section, you may request a withdrawal of
less than the Accumulated Value. We will pay the requested amount on receipt of
written notice while the contract is in force. The amount of the withdrawal
will then be deducted from the Accumulated Value. Without our prior approval,
we will not permit a withdrawal of less than $100 nor will we permit a
withdrawal if the Accumulated Value after such requested withdrawal would be
less than $1,000.
We may defer the payment of any withdrawal in the same manner as described in
the Surrender Provision.
- --------------------------------------------------------------------------------
13. SURRENDER PROVISION
- --------------------------------------------------------------------------------
We will determine and pay the Accumulated Value of this contract on receipt at
our Home Office before the Annuitant's death and before the commencement of
Annuity payments of written notice requesting payment of the Accumulated Value.
We reserve the right to defer the payment of any Accumulated Value from the
Fixed Account for a period of six months. We will pay any Accumulated Value
from the Subaccounts within 7 days (plus any period of extension under the
applicable laws, rules and regulations governing the redemption of variable
Annuities) after the date of receipt of the written notice unless a different
method of settlement is mutually agreed upon, in writing, between you and us.
9 VA0996
<PAGE>
- --------------------------------------------------------------------------------
14. REINSTATEMENT
- --------------------------------------------------------------------------------
The contract may be reinstated by the payment of at least one premium while the
Annuitant is living unless the Accumulated Value has been paid, applied or
otherwise exhausted, or Annuity payments have begun. The Net Premium will be
applied as provided in Section 6 and Section 7.
- --------------------------------------------------------------------------------
15. CONVERSION
- --------------------------------------------------------------------------------
CONVERSION OF ACCUMULATION SHARES TO ANNUITY UNITS
On the Date of Maturity or other date elected under Section 16 for commencement
of Annuity payments, the Accumulation Shares credited to the contract will be
converted into Annuity Units. Annuity payments will then commence subject to
the limitations specified in Section 16 and all other applicable provisions.
The number of Annuity Units credited to each Subaccount will be determined by:
(1) multiplying the number of Accumulation Shares credited to that Subaccount on
the date of conversion by the Accumulation Share Value for the Subaccount as of
10 days prior to the date the first Annuity payment is due; (2) subtracting any
applicable premium tax; (3) dividing the resulting value by 1,000; (4)
multiplying the value from (3) by the applicable factor from the Table of First
Variable Annuity Payment Factors in Section 16 for the option elected, or if no
option is elected the applicable factor for Option A (Variable) with a
guaranteed period of ten years, to determine that Subaccount's portion of the
variable portion of the first monthly Annuity payment, and (5) dividing the
value from (4) by the Annuity Unit Value for the Subaccount as of 10 days prior
to the date the first Annuity payment is due.
VARIABLE ANNUITY PAYMENTS
The amount of the variable portion of the monthly Annuity payment due on the
first payment date is equal to the sum of the portions for each Subaccount
determined as described in the preceding paragraph. The amount of the variable
portion of any monthly Annuity payment subsequent to the first will be
determined by adding together for each Subaccount the product of the number of
Annuity Units credited to the Subaccount and the Annuity Unit Value for the
Subaccount 10 days prior to the date the payment is due. We guarantee that the
Annuity Unit Values used in determining Annuity payments will not be affected by
variations in our mortality experience or our actual expenses from those
assumed.
CONVERSION OF ACCUMULATED VALUE IN FIXED ACCOUNT
On the Date of Maturity or other date elected under Section 16 for commencement
of Annuity payments, we will convert the Accumulated Value in the Fixed Account
into a fixed monthly Annuity. Annuity payments will then commence subject to
the limitations specified in Section 16 and all other applicable provisions. We
will determine the fixed monthly Annuity by (1) subtracting any applicable
premium tax from the Accumulated Value in the Fixed Account on the date the
first Annuity payment is due, (2) dividing the resulting value by 1000, and (3)
multiplying the value from (2) by the greatest of the following; (i) the
applicable Fixed Monthly Annuity Option Rate then in effected for the option
elected, or if no option is elected, the applicable rate for Option A (Fixed)
with a guaranteed period of ten years; (ii) the applicable rate from the Table
of Fixed Annuity
<PAGE>
Payment Factors in Section 16; or (iii) the current rate for a single
consideration immediate annuity.
10 VA1096
<PAGE>
- --------------------------------------------------------------------------------
16. SETTLEMENT PROVISIONS
- --------------------------------------------------------------------------------
ANNUITY ON DATE OF MATURITY
We shall make the Annuity payments automatically as a Life Annuity with Payments
for a Guaranteed Period of 10 Years in accordance with the provisions of Option
A unless another option is elected. We shall determine the amounts of the
Annuity payments in accordance with the provisions of this section and of the
"Conversion" provision in Section 15. Amounts in the Subaccounts will be used
to provide variable benefits. Amounts in the Fixed Account will be used to
provide fixed benefits.
If the amount of the first monthly Annuity payment would be less than $20, we
will make a single payment equal to the Accumulated Value on the Date of
Maturity. This single payment shall be in place of all other benefits
provided by this contract. If the amount of the first monthly Annuity payment
would be at least $20 but less than $50, we may make payments at quarterly,
semi-annual or annual intervals.
OPTIONAL METHODS OF SETTLEMENT
In place of (i) the Annuity on the Date of Maturity specified in the first
sentence of this Section 16 or (ii) a single payment in case of death prior to
the date Annuity payments commence or (iii) a single payment in case of
surrender which occurs at least 6 months after the date the first premium is
applied to the contract, proceeds payable under this contract may be left with
us in accordance with one of the optional methods of settlement then available
for contracts of this type and the terms of a supplementary agreement to be
issued when the option becomes effective, but only if (i) such proceeds are in
an amount of $5,000 or more and (ii) the amount of the first monthly Annuity
payment would be $50 or more. The following settlement options will always be
available.
Option A
A (Variable) - Life Annuity on a Variable Basis with Payments for a Guaranteed
Period of 5, 10, or 20 Years. If the Measuring Person's death occurs within the
guaranteed period, payments will be made for the remainder of the guaranteed
period in accordance with the terms of the supplementary agreement.
A (Fixed) - Life Annuity with Payments for a Guaranteed Period of 5, 10, or 20
Years. If the Measuring Person's death occurs within the guaranteed period,
payments will be made for the remainder of the guaranteed period in accordance
with the terms of the supplementary agreement.
Option B
B (Variable) - Life Annuity on a Variable Basis Without Further Payment on Death
of the Measuring Person.
B (Fixed) - Life Annuity Without Further Payment on Death of the Measuring
Person.
You may elect an option by written notice before the death of the Annuitant and
before the commencement of Annuity payments. If you have made no election
before the
<PAGE>
death of the Annuitant, the Beneficiary may make an election by written notice
before the proceeds become payable.
11 VA1196
<PAGE>
ANNUITY PAYMENT AND OPTION LIMITATIONS
While the Annuitant is living (i) the Measuring Person will be the Annuitant;
(ii) the Payee will be the Annuitant unless otherwise directed by you; and (iii)
the Contingent Payee will be the Beneficiary unless otherwise provided by
written notice.
If the Annuitant dies and Death Benefit proceeds are left with us in accordance
with a settlement option election (i) the Measuring Person will be the
Beneficiary; (ii) the Payee will be the Beneficiary unless otherwise designated
in the election; and (iii) the Contingent Payee will be the person or persons so
designated in the election and in accordance with the terms of the supplementary
agreement.
Optional methods of settlement are not available without our consent if the
proceeds are payable to an executor, administrator, trustee, corporation,
partnership or association.
If the Owner of this contract dies on or after annuity payments have begun, any
remaining benefit under such annuity on the date of the Owner's death must be
paid out at least as rapidly as under the method of making annuity payments then
in effect.
FIRST VARIABLE ANNUITY PAYMENT FACTORS
The Table of First Variable Annuity Payment Factors in this Section 16 shows the
amount of the variable portion of the first monthly Annuity payment under Option
A (Variable) and Option B (Variable) for each $1,000 applied. The factors in
this table are based on the 1983a Individual Annuity Mortality Table with
mortality and age adjustments and annual effective interest at the rate of 3
1/2%. The amount of the variable portion of the first payment will depend on
the sex and adjusted age of the Measuring Person. The adjusted age is
determined from the actual age on the Measuring Person's birthday nearest the
date the first Annuity payment is due, by subtracting one year for each complete
10 year period elapsed since the Date of Issue.
FIXED ANNUITY PAYMENTS
The Table of Fixed Annuity Payment Factors in this Section 16 shows the
guaranteed amount of the fixed portion of the monthly Annuity payments for each
$1,000 applied. The factors in the table are based on the 1983 Female Annuity
Mortality Table with mortality and age adjustments and annual effective interest
at the rate of 2 1/2%. The guaranteed amount of the fixed portion of the
Annuity payments will depend on the adjusted age of the Measuring Person. The
adjusted age is determined from the actual age on the Measuring Person's
birthday nearest the date the first Annuity payment is due, by subtracting one
year for each complete 10 year period elapsed since the Date of Issue.
12 VA1296
<PAGE>
TABLE OF FIRST VARIABLE ANNUITY PAYMENT FACTORS
Monthly life annuity with payments on a variable basis for each $1,000 applied.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Adjusted Option A (Variable)
Age of Measuring Life Annuity with Payments Option B (Variable)
Person on Birthday for a Guaranteed Period Life Annuity Without
Nearest Date ---------------------------------------------------------- Further Payment on Death
of First Payment 5 Years 10 Years 20 Years of Measuring Person
---------------- ---------------------------------------------------------- -------------------
Male Female Male Female Male Female Male Female
---- ------ ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
55 4.50 4.13 4.46 4.11 4.32 4.05 4.51 4.13
56 4.58 4.19 4.54 4.18 4.38 4.10 4.59 4.20
57 4.67 4.26 4.62 4.24 4.44 4.16 4.68 4.27
58 4.76 4.33 4.71 4.31 4.50 4.22 4.78 4.34
59 4.86 4.41 4.80 4.39 4.57 4.28 4.88 4.42
60 4.96 4.49 4.90 4.46 4.63 4.35 4.98 4.50
61 5.08 4.58 5.00 4.55 4.70 4.41 5.10 4.59
62 5.20 4.67 5.11 4.64 4.77 4.48 5.22 4.69
63 5.32 4.77 5.23 4.73 4.84 4.55 5.36 4.79
64 5.46 4.88 5.35 4.83 4.91 4.62 5.50 4.89
65 5.61 4.99 5.47 4.94 4.97 4.69 5.65 5.01
66 5.76 5.11 5.61 5.05 5.04 4.77 5.81 5.13
67 5.93 5.24 5.74 5.17 5.11 4.84 5.99 5.27
68 6.10 5.38 5.89 5.29 5.17 4.92 6.17 5.41
69 6.29 5.53 6.04 5.43 5.24 5.00 6.37 5.56
70 6.49 5.69 6.20 5.57 5.30 5.07 6.59 5.73
71 6.69 5.86 6.36 5.72 5.35 5.15 6.81 5.91
72 6.91 6.05 6.52 5.88 5.41 5.22 7.05 6.10
73 7.14 6.25 6.69 6.04 5.46 5.29 7.31 6.32
74 7.39 6.46 6.87 6.22 5.50 5.35 7.58 6.55
75 7.65 6.70 7.05 6.40 5.54 5.41 7.88 6.79
76 7.92 6.94 7.23 6.59 5.58 5.47 8.19 7.06
77 8.21 7.20 7.41 6.78 5.61 5.52 8.53 7.35
78 8.52 7.48 7.59 6.98 5.64 5.56 8.90 7.66
79 8.84 7.78 7.78 7.19 5.67 5.61 9.29 8.00
80 9.17 8.10 7.96 7.40 5.69 5.64 9.71 8.36
81 9.52 8.44 8.14 7.61 5.71 5.67 10.16 8.76
82 9.88 8.81 8.31 7.82 5.73 5.70 10.64 9.20
83 10.26 9.19 8.48 8.03 5.74 5.72 11.16 9.67
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
84 10.65 9.59 8.64 8.23 5.74 5.73 11.71 10.18
85 and over 11.05 10.02 8.79 8.42 5.75 5.74 12.30 10.74
</TABLE>
13 VA1396
<PAGE>
TABLE OF FIXED ANNUITY PAYMENT FACTORS
Monthly life annuity with payments on a fixed basis for each $1,000 applied.
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Adjusted Option A (Fixed) Option B (Fixed)
Age of Measuring
Person on Birthday Life Annuity with Payments Life Annuity Without
Nearest Date for a Guaranteed Period Further Payment on Death
of First Payment ----------------------- of Measuring Person
----------------- -------------------
5 Years 10 Years 20 Years
------- -------- --------
<S> <C> <C> <C> <C>
55 3.55 3.54 3.48 3.55
56 3.62 3.60 3.54 3.62
57 3.69 3.67 3.60 3.69
58 3.76 3.74 3.66 3.77
59 3.82 3.82 3.73 3.85
60 3.92 3.90 3.79 3.93
61 4.01 3.99 3.86 4.02
62 4.11 4.08 3.94 4.12
63 4.21 4.17 4.01 4.22
64 4.32 4.28 4.08 4.33
65 4.43 4.38 4.16 4.45
66 4.55 4.50 4.24 4.57
67 4.68 4.62 4.32 4.70
68 4.82 4.75 4.40 4.85
69 4.97 4.88 4.48 5.00
70 5.14 5.03 4.56 5.17
71 5.31 5.18 4.64 5.35
72 5.50 5.34 4.71 5.54
73 5.70 5.51 4.78 5.75
74 5.91 5.69 4.85 5.98
75 6.14 5.87 4.92 6.23
76 6.39 6.07 4.97 6.49
77 6.65 6.27 5.03 6.78
78 6.93 6.47 5.08 7.09
79 7.23 6.58 5.12 7.42
80 7.55 6.90 5.16 7.79
81 7.90 7.11 5.19 8.18
82 8.26 7.33 5.22 8.62
83 8.65 7.54 5.23 9.08
84 9.05 7.74 5.25 9.59
85 and over 9.48 7.94 5.26 10.15
</TABLE>
14 VA1496
<PAGE>
- --------------------------------------------------------------------------------
17. PROOF REQUIRED FOR COMMENCEMENT AND FOR CONTINUATION OF ANNUITY PAYMENTS
- --------------------------------------------------------------------------------
Before making the first Annuity payment, we shall have the right to require
proof of the correct age of the Measuring Person. We shall also have the right
to require proof that the Measuring Person is living on the date each Annuity
payment is due.
- --------------------------------------------------------------------------------
18. MISSTATEMENTS
- --------------------------------------------------------------------------------
If the age or sex of the Measuring Person has been misstated, we will adjust the
amount of each Annuity payment and every other benefit to that which the premium
paid would have purchased at the correct age and sex. We will charge any
overpayments and credit any underpayments against future payments we make under
the contract.
- --------------------------------------------------------------------------------
19. INCONTESTABILITY
- --------------------------------------------------------------------------------
This contract shall be incontestable after it has been in force for 1 year from
its Date of Issue.
- --------------------------------------------------------------------------------
20. ASSIGNMENT
- --------------------------------------------------------------------------------
You may assign your interest in this contract, except as otherwise provided,
without the consent of any revocable Beneficiary. Your interest, any interest
of the Annuitant and of any revocable Beneficiary shall be subject to the terms
of the assignment.
We will not be on notice of any assignment unless it is in writing; nor will we
be on notice until a duplicate of the original assignment has been filed at our
Home Office. We assume no responsibility for the validity or sufficiency of any
assignment.
- --------------------------------------------------------------------------------
21. CLAIMS OF CREDITORS
- --------------------------------------------------------------------------------
The proceeds and all other payments under the contract will be exempt from the
claims of creditors to the extent permitted by law. The proceeds and payments
may not be assigned or withdrawn before becoming payable without our agreement.
15 VA1596
<PAGE>
- --------------------------------------------------------------------------------
22. RIGHT TO MAKE CHANGES
- --------------------------------------------------------------------------------
We reserve the right to make certain changes if, in our judgment, they would
best serve the interest of the owners of contracts such as this or would be
appropriate in carrying out the purposes of such contracts. Any changes will be
made only to the extent and in the manner permitted by applicable laws. Also,
when required by law, we will obtain your approval of the changes and approval
from any appropriate regulatory authority.
If any changes result in a material change in the underlying investment of
Subaccounts to which the reserves for this contract are allocated, we will
notify you of such change. You may then make a new election under the
Investment Option and the Account Transfer Option provisions.
- --------------------------------------------------------------------------------
23. ANNUAL STATEMENT
- --------------------------------------------------------------------------------
We will furnish you with reports annually, or more frequently, as required by
applicable law. They will include: (i) a statement of the investments held in
each Portfolio; and (ii) a statement of the condition and value of this contract
which will show the number of Accumulation Shares, if any, credited to each
Subaccount, the value of each Accumulation Share, and the Accumulated Value of
this contract.
- --------------------------------------------------------------------------------
24. MISCELLANEOUS
- --------------------------------------------------------------------------------
If the Accumulated Value of the contract becomes zero, we reserve the right to
terminate this contact.
Under applicable law, all income, gains and losses, realized or unrealized, of
the Separate Accounts shall be credited to or charged against the amounts placed
in the Separate Accounts without regard to our other income, gains and losses.
The assets of the Separate Accounts are owned solely by us. We are not a
trustee with respect to any part or the whole of those assets. The portion of
the assets in the Separate Accounts equal to the reserves and other liabilities
under this contract with respect to the Separate Accounts shall not be
chargeable with liabilities arising out of any other business we may conduct.
In place of operating each Separate Account as a unit investment trust, we
reserve the right to make investments directly, operating the Separate Account
as a "management-type investment company" under the 1940 Act, or in any other
form permitted by law, the investment adviser of which would be us or an
affiliate. The Separate Account assets would be invested as provided with
respect to the investment objectives of the Separate Account.
16 VA1696
<PAGE>
Communications about this contract should be sent to the Company at John Hancock
Place, Boston, Massachusetts 02117.
Flexible Premium Combination Fixed/Variable Deferred Annuity -- monthly Annuity
payable to Annuitant beginning on Date of Maturity for a guaranteed period of 10
years and thereafter for life, unless otherwise elected.
Nonparticipating
Initial premium is shown on page 3
THE BENEFITS, PAYMENTS AND ACCUMULATED VALUE UNDER THIS CONTRACT, WHEN BASED ON
THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND NOT GUARANTEED
AS TO DOLLAR AMOUNT. THE VALUES OF THE SUBACCOUNTS MAY INCREASE OR DECREASE.
SEE SECTION 8 FOR DETAILS.
96DVA VABP96 Printed in U.S.A.
<PAGE>
EXHIBIT 6 (a)
NO. D-30612
THE COMMONWEALTH OF MASSACHUSETTS
DEPARTMENT OF BANKING AND INSURANCE
Division of Insurance
CERTIFICATE OF AUTHORITY DATE: March 5, 1979
- ------------------------
THIS IS TO CERTIFY THAT THE
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
BOSTON MASSACHUSETTS
is duly organized under the laws of this Commonwealth, has fully complied with
the requirements of said laws applicable to it and that it is authorized to
issue policies and transact the kinds of business authorized under the Sections
of Chapter 175 of the General Laws of Massachusetts and amendments thereto
described by the following designations: (See Reverse Side for Legend)
6B 16A
This Certificate shall remain in effect for an indefinite term unless said
authority is amended or revoked in accordance with Law.
SEAL
IN WITNESS WHEREOF, I have
hereunto set my hand and
affixed the official seal of
this Division, at the City
of Boston, the date appearing
above.
MICHAEL J. SABBAGH
------------------
Michael J. Sabbagh
Commissioner of Insurance
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
DIVISION OF INSURANCE
100 Cambridge Street, Boston 02202
MICHAEL J. SABBAGH
COMMISSIONER OF INSURANCE
F 2975
TO WHOM IT MAY CONCERN:
I, Michael J. Sabbagh, Commissioner of Insurance for the Commonwealth
of Massachusetts, hereby certify that the
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
of Boston, in the Commonwealth of Massachusetts, having no liabilities, except
reasonable organization expenses and having complied with the requirements of
the Laws of this Commonwealth relating to insurance companies, adopted a proper
system of accounting, employed a competent accountant, a competent claim
manager, a competent and experienced underwriter, and a competent and
experienced actuary, and that its officers and directors are of good repute and
competent to manage said company, is fully authorized to insure upon the stock
plan the business of health and life insurance now or hereafter described or
permitted by Clauses Sixth and Sixteenth of Section Forty-Seven, Chapter One
Hundred and Seventy-Five of the General Laws of the Commonwealth of
Massachusetts and the acts in amendment thereof and in addition thereto.
IN WITNESS WHEREOF, I have here-unto set my hand and affixed the
official seal of this Division at the City of Boston, this Fifth Day of
March, A.D. 1979.
MICHAEL J. SABBAGH
------------------
Michael J. Sabbagh
Commissioner of Insurance
SEAL
<PAGE>
EXHIBIT 6 (b)
BY-LAWS
OF
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
ARTICLE I
OFFICES
The principal office and principal place of business of the Company in the
Commonwealth of Massachusetts shall be located in the City of Boston, Suffolk
County.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the 2nd Wednesday following the 2nd Monday in April in each year at the
hour of 2:00 P.M., for the purpose of electing directors and for the transaction
of such other business as may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday, such meeting shall be held on the next
succeeding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
board of directors shall cause the election to be held at a meeting of the
shareholders as soon thereafter as conveniently may be.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the chairman of the board, the vice chairman of the board, the
president, a majority of the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation.
SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the Commonwealth of Massachusetts as the place
of meeting for any annual meeting or for any special meeting. A waiver of notice
signed by all shareholders may designate any place, either within or without the
Commonwealth of Massachusetts, as the place for the holding of such meeting. If
no designation is made, or if a special meeting be otherwise called, the place
of meeting shall be the principal office of the corporation in the Commonwealth
of Massachusetts.
SECTION 4. NOTICE OF MEETINGS. Written or printed notice stating the
place, day and hour of the meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than forty days before the date of the meeting, or in the case
of a merger or consolidation not less than twenty nor more than forty days
before the meeting, either personally or by mail, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his address as it appears on the records of the corporation, with postage
thereon prepaid.
1
<PAGE>
SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make determination of shareholders for any other proper
purpose, the board of directors of the corporation may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, forty days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten days, or in the case
of a merger or consolidation, at least twenty days, immediately preceding such
meeting. In lieu of closing the stock transfer books, the board of directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than forty days and, for a
meeting of shareholders, not less than ten days, or in the case of a merger or
consolidation, not less than twenty days, immediately preceding such meeting. If
the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
SECTION 6. VOTING LISTS. The agent having charge of the transfer books
for shares of the corporation shall make, at least ten days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at such
meeting, arranged in alphabetical order, with the address of and the number of
shares held by each, which list, for a period of ten days prior to such meeting,
shall be kept on file at the principal office of the corporation and shall be
subject to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting. The original share ledger or transfer book, or a
duplicate thereof kept in this Commonwealth, shall be prima facie evidence as to
who are the shareholders entitled to examine such list or share ledger or
transfer book or to vote at any meeting of shareholders.
SECTION 7. QUORUM. A majority of the outstanding shares of the
corporation, represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders; provided, that if less than a majority of the
outstanding shares are represented at said meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. If
a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting shall be the act of the shareholders.
SECTION 8. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the corporation before or at
the time of the meeting. No proxy shall be valid after eleven months from the
date of its execution, unless otherwise provided in the proxy.
SECTION 9. VOTING OF SHARES. Each outstanding share shall be entitled to
one vote upon each matter submitted to vote at a meeting of shareholders.
SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.
Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his administrator, executor, court appointed
guardian or conservator,
2
<PAGE>
either in person or by proxy without a transfer of such shares into the name of
such administrator, executor, court appointed guardian or conservator. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to this corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but shares
of its own stock held by it in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares at any given time.
SECTION 11. INSPECTORS. At any meeting of shareholders, the chairman of
the meeting may, or upon the request of any shareholder shall, appoint one or
more persons as inspectors for such meeting.
Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and report the results; and do such other
acts as are proper to conduct the election and voting with impartiality and
fairness to all the shareholders.
Each report of an inspector shall be in writing and signed by him or by
a majority of them if there be more than one inspector acting at such meeting.
If there is more than one inspector, the report of a majority shall be the
report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.
SECTION 12. VOTING BY BALLOT. Voting on any question or in any election
may be viva voce unless the presiding officer shall order or any shareholder
shall demand that voting be by ballot.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its board of directors. The board of directors shall
annually elect a chairman of the board, a vice chairman of the board, a
president, a secretary, a treasurer and such other officers as these by-laws may
provide. The board of directors shall at each annual meeting of the corporation
submit a full statement of the transactions of the corporation during the
previous year and of its financial condition.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the corporation shall be not less than five nor more than nine. Each director
shall hold office until the next annual meeting of shareholders or until his
successor shall have been elected and qualified.
3
<PAGE>
SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without other notice than this by-law, immediately after, and at
the same place as, the annual meeting of shareholders. The board of directors
may provide, by resolution, the time and place, either within or without the
Commonwealth of Massachusetts, for the holding of additional regular meetings
without other notice than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the chairman of the board, the vice
chairman of the board, the president or any two directors. The person or persons
authorized to call special meetings of the board of directors may fix any place,
either within or without the Commonwealth of Massachusetts, as the place for
holding any special meeting of the board of directors called by them.
SECTION 5. NOTICE. Notice of any special meeting shall be given at
least five days previous thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegram company. Any director may waive notice of any meeting. The attendance
of a director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.
SECTION 6. QUORUM. A majority of the number of directors then in
office, but no less than four in number, shall constitute a quorum for
transaction of business at any meeting of the board of directors, provided, that
if less than majority of such number of directors is present at said meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors.
SECTION 8. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the board of directors may be taken without a
meeting if written consents thereto are signed by all members of the board of
directors and such written consents are filed with the minutes of proceedings of
the board.
SECTION 9. VACANCIES. Any vacancy occurring in the board of directors
and any directorship to be filled by reason of an increase in the number of
directors, may be filled by the directors or by the shareholders at an annual
meeting or at a special meeting of shareholders called for that purpose.
SECTION 10. COMPENSATION. The board of directors, by the affirmative
vote of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for service to the corporation as directors,
officers or otherwise. By resolution of the board of directors the directors may
be paid their expenses, if any, of attendance at each meeting of the board.
4
<PAGE>
ARTICLE IV
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
SECTION 1. HOW CONSTITUTED. By resolution adopted by the board of
directors, the board may designate one or more committees, including an
executive committee, each consisting of at least three directors. Each member of
a committee shall be a director and shall hold office during the pleasure of the
board. The chairman of the board, the vice chairman of the board and the
president shall be members of the executive committee.
SECTION 2. POWERS OF THE EXECUTIVE COMMITTEE. Unless otherwise provided by
resolution of the board of directors, the executive committee shall, during the
intervals between meetings of the board of directors, have and may exercise all
of the powers of the board of directors in the management of the business and
affairs of the corporation except the power to declare a dividend, to authorize
the issuance of stock, or to recommend to shareholders any action requiring
shareholders' approval.
SECTION 3. OTHER COMMITTEES OF THE BOARD OF DIRECTORS. To the extent
provided by resolution of the board, other committees shall have and may
exercise any of the powers that may lawfully be granted to the executive
committee.
SECTION 4. PROCEEDINGS, QUORUM AND MANNER OF ACTING. In the absence of
appropriate resolution of the board of directors, each committee may adopt such
rules and regulations governing its proceedings, quorum and manner of acting as
it shall deem proper and desirable, provided that the quorum shall not be less
than two directors. In the absence of any member of any such committee, the
members thereof present at any meeting, whether or not they constitute a quorum,
may appoint a member of the board of directors to act in the place of such
absent member.
SECTION 5. OTHER COMMITTEES. The board of directors may appoint other
committees, each consisting of one or more persons, who need not be directors.
Each such committee shall have such powers and perform such duties as may be
assigned to it from time to time by the board of directors, but shall not
exercise any power which may lawfully be exercised only by the board of
directors or a committee thereof.
ARTICLE V
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a chairman of
the board, a vice chairman of the board, a president, one or more vice
presidents (the number thereof to be determined by the board of directors), a
controller, a treasurer, and a secretary, and such assistant controllers,
treasurers, secretaries or other officers as may be elected or appointed by the
board of directors. Any two or more offices may be held by the same person
except that the chairman, vice chairman and president cannot also serve
simultaneously as secretary of the corporation, but no person shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument is required by law, the Articles of Organization or these by-laws to
be executed, acknowledged or verified by two or more officers. The chairman of
the board, vice chairman and the president shall be selected from among the
directors and may hold such offices only so long as they continue to be
directors. No other officer need be a director.
5
<PAGE>
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices filled at any meeting of the board of directors. Each officer shall hold
office until his successor shall have been duly elected and shall have qualified
or until his death or until he shall resign or shall have been removed in the
manner hereinafter provided. Election or appointment of an officer or agent
shall not of itself create contract rights.
SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interest of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, or the person so
removed.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board shall be the
chief executive officer of the corporation, shall preside at all shareholders'
meetings and at all meetings of the board of directors and shall be ex officio a
-- -------
member of all committees of the board of directors, except the audit committee,
if any. Subject to the supervision of the board of directors, he shall have
general charge of the business, affairs and property of the corporation and its
officers, employees and agents. He shall sign (unless the vice chairman of the
board, the president or a vice president shall have signed) certificates
representing the stock of the corporation authorized for issuance by the board
of directors and shall have such other powers and perform such other duties as
may be assigned to him from time to time by the board of directors.
SECTION 6. VICE CHAIRMAN OF THE BOARD. The vice chairman of the board shall
assist the chief executive officer of the corporation in his duties and, at the
request of or in the absence or disability of the chairman of the board, he
shall preside at all shareholders' meetings and at all meetings of the board of
directors and shall in general exercise the powers and perform the duties of the
chairman of the board. He shall sign (unless the chairman of the board, the
president or a vice president shall have signed) certificates representing the
stock of the corporation authorized for issuance by the board of directors and
shall have such other powers and perform such other duties as may be assigned to
him from time to time by the chairman of the board or the board of directors.
SECTION 7. PRESIDENT. The president shall be the chief operating officer of
the corporation. In the event of the absence or disability of both the chairman
of the board and the vice chairman of the board, he shall preside at all
shareholders' meetings and at all meetings of the board of directors and shall
in general exercise the powers and perform the duties of both. Subject to the
supervision of the board of directors and such direction and control as the
chairman of the board and the vice chairman of the board may exercise, he shall
have general charge of the operations of the corporation and its officers,
employees and agents. He shall sign (unless the chairman or the vice chairman of
the board or a vice president shall have signed) certificates representing the
stock of the corporation authorized the board of directors may for issuance by
the board of directors. Except as otherwise order, he may sign in the name and
on behalf of the corporation all deeds, mortgages, bonds, contracts, instruments
or agreements. He shall exercise such other powers and perform such other duties
as from time to time may be assigned to him by the board of directors.
6
<PAGE>
SECTION 8. VICE PRESIDENT. The board of directors shall, from time to
time, designate and elect one or more vice presidents who shall have such powers
and perform such duties as from time to time may be assigned to them by the
board of directors or the president. At the request or in the absence or
disability of the president, the vice president (or, if there are two or more
vice presidents, then the senior of the vice presidents present and able to act)
may perform all the duties of the president and, when so acting, shall have all
the powers of and be subject to all the restrictions upon the president. Any
vice president may sign (unless the president or another vice president shall
have signed) certificates representing stock of the corporation authorized for
issuance by the board of directors.
SECTION 9. CONTROLLER AND ASSISTANT CONTROLLERS. The controller shall be
the principal accounting officer of the corporation and shall have general
charge of the books of account of the corporation. He shall cause to be prepared
annually a full and correct statement of the affairs of the corporation,
including a balance sheet and a financial statement of operations for the
preceding fiscal year. He shall perform all the duties incident to the office of
controller and such other duties as from time to time may be assigned to him by
the chairman or by the board of directors.
Any assistant controller may perform such duties of the controller as the
controller or the board of directors may assign and, in the absence of the
controller, he may perform all of the duties of the controller.
SECTION 10. TREASURER AND ASSISTANT TREASURER. The treasurer shall be the
principal financial officer of the corporation and shall have general charge of
the finances of the corporation. Except as otherwise provided by the board of
directors, he shall have general supervision of the funds and property of the
corporation. He shall sign (unless an assistant treasurer or secretary or
assistant secretary shall have signed) all certificates of stock of the
corporation authorized for issuance by the board of directors. He shall render
to the board of directors, whenever directed by the board, a report relating to
his custody of the funds and property of the corporation and of all his
transactions as treasurer; and as soon as possible after the close of each
fiscal year he shall make and submit to the board of directors a like report for
such fiscal year. He shall perform all the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him by
the chairman or the board of directors.
Any assistant treasurer may perform such duties of the treasurer as the
treasurer or the board of directors may assign, and, in the absence of the
treasurer, he may perform all the duties of the treasurer.
SECTION 11. SECRETARY AND ASSISTANT SECRETARY. The secretary shall (a)
keep the minutes of the shareholders' and of the board of directors' meetings in
one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these by-laws or as required by law;
(c) be custodian of the corporate records and of the seal of the corporation and
see the seal of the corporation is affixed to all certificates for shares prior
to the issue thereof and to all documents, the execution of which on behalf of
the corporation under its seal is duly authorized in accordance with the
provisions of these by-laws;(d) keep a register of the post-office address of
each shareholder which shall be furnished to the secretary by such shareholder;
(e) sign with the chairman, vice chairman, president, or a vice president,
certificates for shares of the corporation, the issue of which shall have been
authorized by resolution of the board of directors; (f) have general charge of
the stock transfer books of the corporation; (g) in general perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned to him by the chairman or by the board of directors.
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Any assistant secretary may perform such duties of the secretary as
the secretary or the board of directors may assign, and, in the absence of the
secretary, he may perform all the duties of the secretary.
SECTION 12. SUBORDINATE OFFICERS. The board of directors from time to time
may appoint such other officers or agents as it may deem advisable, each of whom
shall have such title, hold office for such period, have such authority and
perform such duties as the board of directors may determine. The board of
directors from time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties.
SECTION 13. REMUNERATION. The salaries or other compensation of the
officers of the corporation shall be fixed from time to time by resolution of
the board of directors, except that the board of directors may by resolution
delegate to any person or group of persons the power to fix the salaries or
other compensation of any subordinate officers or agents appointed in accordance
with the provisions of Section 12 hereof. No officer shall be prevented from
receiving a salary by reason of the fact that he is also a director of the
corporation.
SECTION 14. The board of directors may require any officer or agent of the
corporation to execute a bond to the corporation in such sum and with such
surety or sureties as the board of directors may determine, conditioned upon the
faithful performance of his duties to the corporation, Any secretary, treasurer,
assistant secretary and assistant treasurer of the corporation shall, in
accordance with the applicable provisions of the Massachusetts General Laws,
give a bond, with surety, payable to the corporation conditioned upon the
faithful performance of his or her duties and that such bond be executed by such
officer before performing any duties of his or her office.
SECTION 15. COMMISSIONS. No person shall be eligible as an elective or
appointed officer who has any interest in commissions or other compensation
based on premiums or considerations paid to the corporation on any policy or
contract, or on any extension of conversion thereof, unless such policy,
contract, extension or conversion was written and effective prior to his
election or appointment.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver and
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or
confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.
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SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the board of directors may
select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the chairman of the board, the
vice chairman of the board, the president or a vice president and by the
secretary or an assistant secretary and shall be sealed with the seal of the
corporation. All certificates for shares shall be consecutively numbered or
otherwise identified. The name of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the books of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity to
the corporation as the board of directors may prescribe.
SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the corporation
shall be made only on the books of the corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the secretary of the corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the corporation shall be deemed the
owner thereof for all purposes as regards the corporation.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of
January in each year and end on the last day of December in each year.
ARTICLE IX
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the
provisions of these by-laws or under the provisions of the Articles of
Incorporation, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE X
INDEMNIFICATION
The corporation shall, except as hereinafter provided and subject to
limitations of law, indemnify each director, former director, officer and former
officer, and his heirs and legal representatives, for and against all loss,
liability and expense, whether heretofore or hereafter imposed upon or incurred
by him in connection with any pending or future action, suit, proceeding
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or claim in which he may be involved, or with which he may be threatened, by
reason of any alleged act or omission as a director or officer of the
corporation. Such loss, liability and expense shall include, but not be limited
to, judgments, fines, court costs, reasonable attorneys' fees and the cost of
reasonable settlements. Such indemnification shall not cover (a) loss, liability
or expense imposed or incurred in connection with any item or matter as to which
such director or officer shall be finally adjudicated not to have acted in good
faith in the reasonable belief that his action was in the best interest of the
corporation or (h) loss, liability or expense imposed or incurred in connection
with any item or matter which shall be settled without final adjudication unless
such settlement shall have been approved as in the best interests of the
corporation by vote of the board of directors at a meeting in which no director
participates against whom any suit, proceeding or claim on the same or similar
grounds is then pending or threatened, or in the event no such vote can be
taken, unless, in the opinion of independent counsel selected by or in a manner
determined by the board of directors, there is no reasonable ground not to
approve such settlement as being in the best interests of the corporation. As
part of such indemnification, the corporation may pay expenses incurred in
defending any such action, suit, proceeding or claim in advance of the final
disposition thereof upon receipt of an undertaking by the person indemnified to
repay such payment if he should be determined not to be entitled to
indemnification hereunder. The foregoing rights of indemnification shall be in
addition to any rights to which any director, former director, officer, or
former officer, heirs or legal representatives may otherwise be lawfully
entitled.
ARTICLE XI
AMENDMENTS
These by-laws may not be altered, amended or repealed prior to the
issuance of a certificate of authority to the company, except by written consent
of subscribers representing at least two-thirds of the shares subscribed, and
the approval of the Commissioner of Insurance of Massachusetts. After a
certificate of authority is issued, the power to make, amend or repeal these by-
laws shall be vested in the board of directors.
Adopted this 25th day of February, 1979.
Certified to be a true copy of the By-Laws of John Hancock Variable Life
Insurance Company as adopted at the Initial Meeting of Incorporators and as
amended from time to time, up to and including the date set forth below.
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EXHIBIT 9
[Letterhead of John Hancock Variable Life Insurance Company]
November 1, 1996
Board of Directors
John Hancock Variable Life Insurance Company
Gentlemen:
In my capacity as Counsel to John Hancock Variable Life Insurance Company,
I have supervised the establishment of John Hancock Variable Annuity Account I
(the "Account") on June 15, 1994, by the Board of Directors of John Hancock
Variable Life Insurance Company (the "Company") as a separate account for assets
applicable to variable annuity contracts, pursuant to the provisions of Section
132G of Chapter 175 of the General Laws of the Commonwealth of Massachusetts.
Moreover, I have participated in the preparation of this Registration Statement
on Form N-4 (the "Registration Statement"), to be filed by the Company and the
Account with the Securities and Exchange Commission under the Securities Act of
1933 for the registration of individual variable annuity contracts to be issued
with respect to the Account.
I am of the following opinion:
(1) The Company is a corporation duly organized and validly existing under
the laws of the Commonwealth of Massachusetts.
(2) The Account is duly created and validly existing as a separate account
pursuant to the aforesaid provisions of Massachusetts law.
(3) The individual annuity contracts, when issued as contemplated by this
Registration Statement, will be legal and binding obligations of the Company in
accordance with their terms.
(4) The portion of the assets to be held in the Account equal to the
reserves and other liabilities under the individual variable life insurance
policies is not chargeable with liabilities arising out of any other business
the Company may conduct.
In arriving at the foregoing opinion, I have made such examination of law
and examined such records and other documents as in my judgement are necessary
or appropriate.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name under the caption "Legal Matters" in the
Prospectus contained in the Registration Statement.
Very truly yours,
/s/ Sandra M. DaDalt
Sandra M. DaDalt
Counsel
