SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)

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240.14a-12

John Hancock Variable Series Trust I

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[LOGO OF JOHN HANCOCK]
July __, 2002

Dear Shareholder,

WE NEED YOUR VOTE!

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

After careful consideration, the Board of the Variable Series Trust determined
that all of the changes are in the best interest of all shareholders and voted
to recommend these changes for your Fund(s). Your approval is needed to
implement these changes

We have enclosed a Questions & Answers booklet that explains the changes in
simple terms and outlines the steps you need to take to ensure that your vote is
counted. Whether you are a large or small investor, your vote is important, and
we urge you to participate in this process.

Please read the enclosed materials, complete, sign and return your proxy
instruction cards. To get started, turn to the Questions & Answers booklet - it
should only take a few minutes to read.

If you have any questions or need additional information, please contact a John
Hancock representative at 1-800-732-5543, Monday through Friday, 8:00 a.m. -
8:00 p.m. EST.

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

WE NEED YOUR VOTE

Introduction

The Board of Trustees of John Hancock's Variable Series Trust I is recommending
that shareholders approve a number of important changes for your Fund(s). These
proposals will be voted on at the September 25, 2002 shareholders meeting, and
the Board is now seeking your approval of these changes by proxy vote. If
approved, most of these changes would become effective on or about October 1,
2002.

To assist you, this booklet provides a brief overview of the proposed changes
and answers many questions you may have. This overview should be read in
conjunction with the complete proxy statement, which explains all of these
matters in more detail.

Questions & Answers

Q. What are the changes being proposed?
A. There are several proposals that apply to all the Funds, and some that apply
to specific Funds. Generally, the proposals that apply to all the Funds focus on
changes to certain investment restrictions and approval for a "manager of
managers" arrangement. The proposals that apply to specific Funds focus on
investment management contracts, Fund fees and certain other investment
restrictions.

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PROPOSAL BRIEF DESCRIPTION OF PROPOSED CHANGES Q&A PAGE
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1A-1K Modify the "fundamental" investment restrictions to remove
or change restrictions that currently disadvantage the Funds.
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2 Authorize a "manager of managers" arrangement that would empower
the Trust to approve a new sub-investment management agreement,
or change an existing agreement with a sub-investment manager,
without obtaining shareholder approval.
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3A, 3B Approve a new sub-investment management agreement with Wellington
Management (3A) and amend the current agreement with T. Rowe
Price (3B) for the Small Cap Value Fund. This multi-manager
approach would increase the Fund's capacity, and provide you with
continued access to this investment option.
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4 Increase investment advisory fees that the Large Cap Growth Fund
pays John Hancock, which would bring the expense ratio to a level
that is still well below the average expense ratio for comparable
funds.
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5 Increase investment advisory fees that the Small/Mid Cap CORE
Fund pays John Hancock, which would bring the expense ratio in
line with the average expense ratio for comparable funds.
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VARIABLE SERIES TRUST / John Hancock [GRAPHIC]
Q & A continued on page 2

Q. Do I have to read the entire proxy statement?
A. Not necessarily. You only need to read the information on proposals that deal
with the Fund(s) in which you were invested on July 25, 2002. To determine which
proposals apply to you, refer to the table below.

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Fund Proposals
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1A - 1G 1H 1I 1J 1K 2 3A 3B 4 5
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Equity Index X X X
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Large Cap Value X X X
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Large Cap Value CORESM X X X
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Large Cap Growth X X X X X
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Large Cap Aggressive Growth X X
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Growth & Income X X X X
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Fundamental Value X X X
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Multi Cap Growth X X
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Fundamental Growth X X X
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Small/Mid Cap CORE X X X X
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Small/Mid Cap Growth X X X X
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Small Cap Equity X X X
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Small Cap Value X X X X X
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Small Cap Growth X X X
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International Equity Index X X X X
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International Opportunities X X X
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International Opportunities B X X X
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Emerging Markets Equity X X X
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Real Estate Equity X X X X
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Health Sciences X X
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Managed X X X X
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Global Balanced X X
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Short-Term Bond X X X X
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Bond Index X X X
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Active Bond X X X X X
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High Yield Bond X X X
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Global Bond X X X
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Money Market X X X X X X
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Q. How do I vote?
A. There are four simple steps.
STEP1: REFER TO THE TABLE above to determine which proposal(s) apply to your
Fund(s). You will find enclosed one proxy voting card for each Fund you were
invested in on July 25, 2002.
STEP 2: READ THE Q & A sections for your specific Fund(s). For example, for the
Equity Index Fund, read the Q & A's that apply to Proposals 1A - 1G, 1J and 2.
STEP 3: REVIEW the sections of the PROXY statement that apply to your Fund(s).
STEP 4: COMPLETE the enclosed VOTING CARD for each of your Funds and return it
in the enclosed postage paid envelope. If you have more than one card, you need
to COMPLETE, SIGN and MAIL ALL of them.

Q. Does my vote make a difference?
A. Whether you are a large or small investor, your vote is important, and we
urge you to participate in this process to ensure that John Hancock represents
your wishes when it casts votes at the shareholder meeting. The Variable Series
Trust's Board, containing a majority of Board members who are independent of
John Hancock, voted to recommend these changes as being in the best interest of
your Fund(s), and your approval is needed to implement the changes.

PROPOSALS 1A through 1K - modify the "fundamental" investment restrictions to
remove or change restrictions that currently disadvantage the Funds.
"Fundamental" investment restrictions are limitations on investment practices
that can only be changed by shareholder vote. (A "non-fundamental" restriction
is one that the Trust can change without a shareholder vote.)

Q. What does the Board recommend?
A. The Board recommends that you approve making eleven changes in "fundamental"
investment restrictions. Seven of these changes apply to ALL of the Variable
Series Trust's Funds, and are designated as:

o PROPOSAL 1A - to change the fundamental restriction on REAL ESTATE
o PROPOSAL 1B - to change the fundamental restriction on LOANS
o PROPOSAL 1C - to delete the fundamental restriction on COMMODITIES AND PUT
AND CALL OPTIONS
o PROPOSAL 1D - to change the fundamental restriction on BORROWING MONEY
o PROPOSAL 1E - to delete the fundamental restriction on PURCHASING
SECURITIES ON MARGIN AND SELLING SECURITIES SHORT
o PROPOSAL 1F - to delete the fundamental restriction on ISSUING SENIOR
SECURITIES
o PROPOSAL 1G - to delete the fundamental restriction on INVESTING FOR
"CONTROL"

Four other changes apply only to SOME of the Funds, and are designated as:

o PROPOSAL 1H - to delete the fundamental restriction on PURCHASING ILLIQUID
INVESTMENTS
o PROPOSAL 1I - to delete the fundamental restriction on PURCHASING
SECURITIES ISSUED BY OTHER INVESTMENT COMPANIES
o PROPOSAL 1J - to delete the fundamental restriction on DIVERSIFICATION OF
INVESTMENTS
o PROPOSAL 1K - to permit the Money Market Fund to CONCENTRATE INVESTMENTS IN
THE U.S. BANKING INDUSTRY

Q. What are the general reasons for these proposals?
A. Basically, the current fundamental investment restrictions place greater
limits on the Funds, and are more complicated, than the Trust believes necessary
or desirable. As a result, they can cause the Funds to miss favorable investment
opportunities that otherwise might be available to them, and they can increase
the Trust's administrative costs. Essentially, the restrictions can prevent a
Fund from taking advantage of innovative investment products and practices, or
even from using more traditional techniques that its fundamental investment
restrictions happen to prohibit. The current restrictions may also prevent Fund
managers from using investment practices currently used by their investment
peers, to the Funds' disadvantage. While practice varies, most mutual funds now
have fundamental investment restrictions that more closely resemble what is now
being proposed for your Fund(s).

In the past, the Trust has made changes to the fundamental restrictions on a
"case by case" basis by seeking approval by shareholders of a particular Fund.
This process is expensive and time consuming, and can result in delay and missed
opportunities in implementing desirable investment practices. The proposed
changes to the fundamental restrictions are designed to make all the Funds more
competitive and cost efficient.

Q. Will a Fund have complete discretion to engage in any new activity permitted
by the proposed changes?

A. No. In many cases there will still be either legal limitations or
"non-fundamental" restrictions that will apply to the sub-investment managers.
John Hancock also monitors for any investments or strategies of a sub-investment
manager that John Hancock believes are not in a Fund's best interest.
Additionally, the managers are still required to follow the investment policies
outlined in the Fund's prospectus.

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PROPOSAL 1A - the change proposed for real estate investments clarifies that a
Fund can have an indirect interest in real estate (such as by owning a mortgage)
but can have direct ownership of real estate only as a result of other permitted
investments (such as acquiring real estate through a foreclosure proceeding on
the mortgage).
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Q. Under Proposal 1A, will the Real Estate Equity Fund be permitted to invest
directly in real estate?
A. Yes, to the extent the investments are consistent with the Fund's other
investment policies.

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PROPOSAL 1B - the change proposed for loans deletes a "fundamental" limitation
on the amounts that a Fund could lend, although any additional loans that
Proposal 1B would permit are not currently authorized under the securities laws
and SEC staff interpretations thereof.
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Q. Will the change in the restriction on making loans have any immediate
practical effect?
A. No. The Congress, the SEC, or the SEC staff would have to act to permit the
Funds to take advantage of Proposal 1B. Approval of Proposal 1B will allow the
Trust to react more quickly to any such action by the Congress, the SEC, or the
SEC staff.

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PROPOSAL 1C - the change proposed for commodities and put and call options
deletes current limitations on these investments.
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Q. What does Proposal 1C intend to accomplish ?
A. Proposal 1C is intended to ensure that the Funds will have adequate
flexibility to enter into hedging and other transactions utilizing financial
futures contracts and put and call options when doing so is permitted by the
Funds' other investment policies. The Board believes that the use of these
instruments is best regulated by means other than fundamental investment
restrictions.

Q. Does Proposal 1C involve special considerations for the Large Cap Growth,
Growth & Income, Real Estate Equity, and Money Market Funds?
A. Yes. Proposal 1C makes clear that the Large Cap Growth, Growth & Income, Real
Estate Equity, and Money Market Funds can use forward currency contracts,
forward commitments to purchase securities, and when issued securities. The
Trust believes there is no good reason why these Funds should be treated any
differently from all of the other Funds, which are permitted to invest in these
instruments. Proposal 1C would result in the same treatment for all Funds in
that regard.

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PROPOSAL 1D - the change proposed for borrowing money has the effect of
increasing the amount a Fund could borrow.
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Q. Why would Proposal 1D be useful to a Fund?
A. Proposal 1D could be useful if a Fund at any time decides to adopt a more
"leveraged" capital structure, although there are no current plans for any such
change. The increased borrowing authority could also be useful if certain
temporary emergencies arose where it would be impossible or inadvisable to
liquidate portfolio holdings to cover requested redemptions.

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PROPOSAL 1E - the change proposed for purchasing securities on margin and
selling securities "short" deletes a current prohibition on these activities.
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Q. What does Proposal 1E accomplish?
A. Although none of the Funds has any current intention to engage in these
activities, the Trust does not believe there is any good reason for singling out
these techniques for special treatment. The investment risks for purchasing
securities on margin and selling securities "short" are not substantially
different in nature or degree from those presented by numerous other types of
instruments that the Funds are permitted to use. The Trust believes, therefore,
that the prohibitions on margin purchases and short sales are outdated.

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PROPOSAL 1F - the change proposed for "senior" securities deletes a
"fundamental" prohibition on this type of activity, although the Investment
Company Act will still prohibit a Fund from issuing most forms of senior
securities.
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Q. Will Proposal 1F have any additional impact?
A. Probably very little. Deletion of the "fundamental" restriction on issuing
senior securities will not be of much consequence unless the law were amended or
the SEC were to grant an exemption from it. Proposal 1F is necessary, however,
to permit some of the borrowing by a Fund that would be authorized under
Proposal 1D above.

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PROPOSAL 1G - the proposed change concerning investing for "control" deletes a
current prohibition against a Fund making investments for purposes of exercising
control over a portfolio company.
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Q. Why might a Fund want to invest for "control"?
A. The current prohibition could hinder a Fund from taking an "activist" stance
with respect to any of its portfolio investments. More mutual funds are taking
an activist stance in some cases. For example, a Fund might participate in a
proxy contest or otherwise join with other investors to influence a portfolio
company (1) to change executive compensation, accounting, or other policies the
Fund believes are contrary to investors' best interests or (2) to take other
steps to increase shareholder value.

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PROPOSAL 1H - the change proposed for illiquid investments deletes a current
restriction on the ability of the Large Cap Growth, Growth & Income, Real Estate
Equity, Managed, Active Bond and Money Market Funds to purchase certain
securities that are or may be illiquid. These are the only Funds that are
subject to special restrictions on illiquid securities. Even if this restriction
is deleted, an SEC administrative position would remain in place that requires
no more than 15% (10% for the Money Market Fund) of a Fund's assets to be
illiquid.
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Q. Why is the Board recommending changes for illiquid investments?
A. The Trust does not believe it is advisable to single out these Funds for this
special restriction. Doing so may deprive these Funds of the opportunity to
maximize their performance for the benefit of investors.

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PROPOSAL 1I - the change proposed for investing in other investment companies
deletes a current "fundamental" investment restriction that applies only to the
Large Cap Growth, Growth & Income, Small/Mid Cap Growth, International Equity
Index, Real Estate Equity, Managed, Short Term Bond, Active Bond and Money
Market Funds. The current restriction simply restates most of the specific
provisions in the Investment Company Act that regulate a Fund's ability to
invest in other investment companies.
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Q. What does Proposal 1I accomplish?
A. The current restriction on investing in other investment companies fails to
allow such investments in some cases where they would be legally permitted. The
Funds that are subject to the current fundamental investment restriction cannot
take full advantage of the flexibility that the law currently permits, or that
any future relaxation of legal requirements may permit, unless they obtain
shareholder approval. There appears to be no good reason for some Funds to be
subject to this restriction while others are not.

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PROPOSAL 1J - the change proposed for diversification of investments deletes a
current fundamental investment restriction that applies to each Fund that is
classified as "diversified" under the Investment Company Act. The current
restriction largely restates what are already requirements of the Investment
Company Act for "diversified" funds. In one respect, however, the current
limitation is even more restrictive than the requirements of the Act.
Specifically, the current restriction prevents the "diversified" Funds from
purchasing more than 10% of the voting securities of any one issuer, whereas the
Investment Company Act permits limited amounts of such purchases.
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Q. What does Proposal 1J accomplish?
A. By deleting the current restriction, the "diversified" Funds will remain
subject only to the Investment Company Act requirement, and they will have more
leeway. Even under the Act, however, companies in which a Fund has more than a
10% stake can't total more than 25% of the Fund's assets. John Hancock does not
believe it likely that a Fund would ever approach that limit.

Q. Which Funds are classified as "diversified"?
A. The Small Cap Value, Small/Mid Cap CORE, Equity Index, Large Cap Value, Large
Cap Value CORESM, Fundamental Value, Fundamental Growth, Small/Mid Cap Growth,
Small Cap Equity, Small Cap Growth, International Equity Index, International
Opportunities, International Opportunities B, Emerging Markets Equity,
Short-Term Bond, Bond Index, Active Bond, High Yield Bond, Global Bond, and
Money Market Funds are classified as "diversified" under the Investment Company
Act.

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PROPOSAL 1K - the proposed authority for the Money Market Fund to concentrate
investments in the U.S. banking industry deletes a current fundamental
investment restriction that has the effect of prohibiting the Money Market Fund
from investing more than 25% of its assets in money market instruments issued by
U.S. banks. Even though this change will permit the Money Market Fund to invest
more than 25% of its assets in instruments issued by U.S. banks, in the
aggregate, the Fund would still be subject to certain fundamental restrictions
on how much it could invest in instruments issued by a single U.S. bank.
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Q. What is the impact of Proposal 1K?
A. The current prohibition may cause the Money Market Fund at times to have
poorer investment results than would otherwise be possible. Under Proposal 1K,
this Fund, like other money market funds, will still be subject to strict legal
requirements designed to ensure that the Fund's share price does not vary up or
down. Particularly given these and other applicable protections for investors,
the Trust does not believe it is necessary or desirable for the Money Market
Fund to be prevented from concentrating its investments in the U.S. banking
industry.

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PROPOSAL 2 - the proposed "manager of managers" arrangement will empower the
Trust to approve a new sub-investment management agreement, or change an
existing agreement with a sub-investment manager, without obtaining shareholder
approval. Under the arrangement, contract owners will receive substantially the
same information about a sub-investment management agreement change as they
would have received if they had received voting materials for the change. This
information will be delivered to owners within 90 days after the change. The
Board of Trustees, including a majority of the independent Trustees, is required
to approve any agreement with a new sub-investment manager or any change in an
existing sub-investment manager's agreement.
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Q. What is the Board's recommendation regarding the changes in Proposal 2?
A. The Variable Series Trust's Board recommends that you vote "FOR" Proposal 2.

Q. What is a sub-investment manager?
A. This is a firm hired by John Hancock and the Trust to invest some or all of a
Fund's assets. John Hancock is the overall investment manager for all of the
Funds. As the investment manager, John Hancock actively monitors and evaluates
the sub-investment managers and periodically recommends replacing a
sub-investment manager.

Q. Will the manager of managers arrangement apply to all sub-investment
managers?
A. No. Under the proposed arrangement, shareholder approval would still be
required if:
o a new sub-investment manager is one of John Hancock's affiliated companies,
or
o a change is made to a sub-investment management agreement with one of John
Hancock's affiliated companies.

Q. Would any Fund have to pay more fees or expenses under this manager of
managers arrangement?
A. No. If a new sub-investment manager charges a higher fee than its predecessor
(or if an existing sub-investment manager increases its fee), John Hancock would
not be permitted to pass these costs on to the Trust without first obtaining
shareholder approval.

Q. What are the reasons for the proposed manager of managers arrangement?
A. Since a shareholder vote is currently required to replace a sub-investment
manager, this is an expense for the Fund involved. Also, a particular problem
now exists if a new sub-investment manager is to be compensated at a higher rate
than the old one. In that case, the new sub-investment manager cannot take over
(or must serve under an interim agreement at the old fee rate) until shareholder
approval is obtained, even if John Hancock is willing to absorb the increase in
sub-investment manager compensation by not increasing its fee to the Fund.
Accordingly, adoption of the manager of managers arrangement should enable the
Trust to respond more rapidly to changing circumstances that may make advisable
a change in sub-investment manager arrangements, as well as reduce expenses
incurred by the Fund.

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PROPOSALS 3A and 3B - approval of 3A, a new sub-investment management agreement
with Wellington Management Company, LLP (Wellington Management), and 3B, an
amendment to the current agreement with T. Rowe Price Associates, Inc. (T. Rowe
Price), for the Small Cap Value Fund will result in a "multi-manager" approach
for this Fund. This increases the Fund's capacity, which means that the Fund's
current and prospective owners will be able to make additional investments in
the Small Cap Value Fund.
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Q. What is the Board's recommendation regarding the modifications in Proposals
3A and 3B?
A. The Variable Series Trust's Board (including all of the Trustees who are
independent of John Hancock) recommends that you vote "FOR" Proposals 3A and 3B.

Q. What is a multi-manager approach? Why is it recommended for the Small Cap
Value Fund?
A. The multi-manager approach uses more than one sub-investment manager and
strategy for the same Fund. It is recommended for the Small Cap Value Fund
because the Fund's current sub-investment manager, T. Rowe Price, has indicated
that it could not, by itself, continue indefinitely to manage large cash
in-flows using a small cap value strategy. As a result, the Board has approved
Wellington Management as an additional sub-investment manager. Wellington
Management and T. Rowe Price have distinct and complementary approaches in
managing small cap value portfolios. The two approaches have the potential for
consistent investment returns relative to the Fund's benchmark index and
comparable funds. This proposal is especially important in an asset class in
which several investment firms are closing their funds to new monies. John
Hancock wants to continue to provide investors with access to small cap value
investments.

Q. Why Wellington Management?
A. Wellington Management provides:
o a SOLID ORGANIZATION with the experience, significant resources and a
well-defined investment process for investing in small cap value
portfolios;
o a STRONG PERFORMANCE record and competitive sub-investment advisory fees in
managing small cap value portfolios; and,
o a PREMIER REPUTATION in the variable products marketplace and the potential
for increased growth in Fund assets with it as the new sub-investment
manager.

Q. Is a change in the investment management fee recommended?
A. No. Although the fee paid by John Hancock to Wellington Management is
slightly higher than that paid by John Hancock to T. Rowe Price, this will NOT
result in any additional charge to the Trust or to you.

Q. How will I benefit from all of this?
A. As a variable contract owner in the Small Cap Value investment option, you
will gain access to the investment talent and expertise of Wellington
Management, an investment manager with significant investment resources and a
strong performance record. In addition, the increased capacity of the Small Cap
Value Fund will enable you to continue to make additional investments in this
option.

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PROPOSAL 4 - approval of an amendment to the investment management agreement to
increase investment advisory fees that the Large Cap Value Fund pays John
Hancock, which would bring the expense ratio to a level that will still be well
below the average expense ratio for comparable funds.
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Q. What is the Board's recommendation regarding the modifications in Proposal 4?
A. The Variable Series Trust's Board (including all of the Trustees who are
independent of John Hancock) recommends that you vote "FOR" Proposal 4.

Q. Why is this change being proposed?
A. The investment advisory fee paid to John Hancock has remained the SAME SINCE
1986. Also, the Fund has delivered ABOVE AVERAGE PERFORMANCE in recent periods
under the sub-investment manager (Independence Investment LLC). The fee increase
now being proposed is, in part, to compensate for the significant increase since
then in the complexity and cost of managing and servicing the Large Cap Growth
Fund since the inception of the Fund. The proposed change also recognizes John
Hancock's on-going support of the Fund, as shown by its dedication of additional
personnel and resources to the Fund and the continued inclusion of the Large Cap
Growth Fund within John Hancock's variable insurance products.

Q. How will the investment management fee be modified?
A. The Board (including all of the Trustees who are independent of John Hancock)
is recommending an increase in the annual percentage rates that are applied to
different levels of Fund assets to determine the amount the Fund pays to John
Hancock for investment management. This means that if a shareholder had on
average $10,000 in the Large Cap Growth Fund during 2001 and the proposed fee
structure had been in place for all of 2001, then the shareholder would have
incurred about $43 in additional Fund expenses.

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

Q. How did the Board reach its conclusion to recommend this proposal?
A. The Variable Series Trust's Board, including the independent Trustees and in
consultation with outside counsel to the Trust, requested and evaluated a
variety of information provided by John Hancock. The Board carefully considered
a large number of factors, including those that are highlighted in this Q & A
and detailed in the proxy statement. After careful evaluation, the Board
concluded that the new management fee arrangements proposed by John Hancock were
FAIR AND REASONABLE.

Q. How will I benefit from this?
A. As a variable contract owner in the Large Cap Value investment option, you
will benefit from John Hancock's continued dedication of additional personnel
and resources to the Large Cap Value Fund and the inclusion of the Fund within
John Hancock's variable insurance products, thereby increasing the Fund's
opportunities for asset growth.

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PROPOSAL 5 - approval of an amendment to the investment management agreement to
increase investment advisory fees that the Small/Mid Cap CORE Fund pays John
Hancock, which would bring the expense ratio in line with the average expense
ratio for comparable funds.
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Q. What is the Board's recommendation regarding the modifications in Proposal 5?
A. The Variable Series Trust's Board (including all of the Trustees who are
independent of John Hancock) recommends that you vote "FOR" Proposal 5.

Q. Why is this change being proposed?
A. John Hancock's current fee schedule has remained the SAME SINCE THE FUND'S
INCEPTION (1998). Also, the Fund has delivered ABOVE AVERAGE PERFORMANCE in
recent periods under the sub-investment manager (Goldman Sachs Asset
Management). The proposed fee reflects an adjustment to the investment
management fee paid to John Hancock, in part to compensate John Hancock for the
significant increase in the complexity and cost of managing and servicing the
Fund since the fees were first established. The proposed change also recognizes
John Hancock's on-going support of the Fund, as shown by its dedication of
additional personnel and resources to the Fund and the continued inclusion of
the Small/Mid Cap CORE Fund within John Hancock's variable insurance products.

Q. How will the investment management fee be modified?
A. The Board is recommending an increase in the annual percentage rates that are
applied to different levels of Fund assets to determine the amount the Fund pays
to John Hancock for investment management. If a shareholder had on average
$10,000 in the Small/Mid Cap CORE Fund during 2001 and the modification being
proposed had been in place for all of 2001, then the shareholder would have
incurred about $25 in additional Fund expenses. John Hancock's obligation to
reimburse the Fund for certain Fund expenses in excess of 0.10% of assets will
not change under the proposal.

Q. How will the Fund compare with similar funds in terms of total fund expenses?
A. The current expense ratio (total fund expenses after reimbursement, divided
by fund assets) is far below the average expense ratio for comparable funds
within the variable insurance products marketplace having similar investment
focus. Even after the proposed modification, the expense ratio for the Fund WILL
BE IN LINE WITH THE AVERAGE expense ratio for comparable funds.

Q. How will I benefit from this?
A. As a variable contract owner in the Small/Mid Cap CORE investment option, you
will benefit from John Hancock's continued dedication of additional personnel
and resources to the Fund and the inclusion of the Fund within John Hancock's
variable insurance products, thereby increasing the Fund's opportunities for
asset growth.

We Need Your Vote!

Because each Fund must vote separately, you are being sent a proxy card for each
Fund in which you were invested on July 25, 2002. If you own more than one
variable contract, you will receive separate proxy materials for each contract.

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

YOUR VOTE IS IMPORTANT.

To cast your vote(s):
o Complete your proxy card(s) by using blue or black ink or number 2 pencil
to mark an X in one of the three boxes next to each proposal. PLEASE DO NOT
USE FINE POINT PENS.
o Sign and date your proxy card(s). If you are signing as attorney, executor,
administrator, trustee or guardian, please give your full name as such. If
a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.
o Mail your proxy card(s) in the enclosed envelope today.

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

John Hancock Variable Series Trust I
Notice of Special Meeting of Shareholders

A Special Meeting of Shareholders of the John Hancock Variable Series Trust
I (the "Trust") will be held at the offices of John Hancock Life Insurance
Company ("John Hancock"), 197 Clarendon Street, Boston, Massachusetts (telephone
1-800-732-5543), at 11:00 A.M., on Wednesday, September 25, 2002 to consider and
vote upon the following matters:

- --------------------------------------------------------------------------------
1. Proposals to approve changes to fundamental investment restrictions of the
Trust that entail:

A. ALL FUNDS. A proposal to change the fundamental restriction on REAL
ESTATE;

B. ALL FUNDS. A proposal to change the fundamental restriction on LOANS;

C. ALL FUNDS. A proposal to change the fundamental restriction on
COMMODITIES AND PUT AND CALL OPTIONS;

D. ALL FUNDS. A proposal to change the fundamental restriction on
BORROWING MONEY;

E. ALL FUNDS. A proposal to delete the fundamental restriction on
PURCHASING SECURITIES ON MARGIN AND SELLING SECURITIES SHORT;

F. ALL FUNDS. A proposal to delete the fundamental restriction on ISSUING
"SENIOR" SECURITIES;

G. ALL FUNDS. A proposal to delete the fundamental restriction on
INVESTING FOR "CONTROL";

H. SELECTED FUNDS.* A proposal to delete the fundamental restriction on
PURCHASING "ILLIQUID" INVESTMENTS;

I. SELECTED FUNDS.* A proposal to delete the fundamental restriction on
PURCHASING SECURITIES ISSUED BY OTHER INVESTMENT COMPANIES;

J. SELECTED FUNDS.* A proposal to delete the fundamental restriction on
DIVERSIFICATION OF INVESTMENTS; and

K. MONEY MARKET FUND ONLY. A proposal to add authority to CONCENTRATE
INVESTMENTS IN THE U.S. BANKING INDUSTRY.

2. ALL FUNDS. A proposal to approve a "manager of managers" arrangement and
delete the need for shareholder approval of the retention or termination of
sub-investment managers.

3. SMALL CAP VALUE FUND ONLY. Proposals to approve a multi-manager approach
that entail:

A. a new sub-investment management agreement among the Trust, John
Hancock, and Wellington Management Company, LLP ("Wellington
Management"); and

B. an amendment to the current sub-investment management agreement among
the Trust, John Hancock, and T. Rowe Price Associates, Inc. ("T. Rowe
Price").

4. LARGE CAP GROWTH FUND ONLY. A proposal to approve an amendment to the
current Investment Management Agreement between the Trust and John Hancock,
reflecting an increase in this Fund's investment advisory fee.

5. SMALL/MID CAP CORE(SM) FUND ONLY. A proposal to approve an amendment to the
current investment management agreement between the Trust and John Hancock,
reflecting an increase in this Fund's investment advisory fee.

*See Table on page 2.
- --------------------------------------------------------------------------------

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

An owner of a variable life insurance policy or a variable annuity contract will
be entitled to give voting instructions only if he/she was the owner of record
as of the close of business on July 25, 2002. John Hancock is soliciting votes
from owners invested in the following Funds with respect to the matters
affecting those Funds:

- ----------------------------------------------------------------------------------------------------------------------------------
Fund Proposal
===============================================================================================
1A 1B 1C 1D 1E 1F 1G 1H 1I 1J 1K 2 3A 3B 4 5
==================================================================================================================================

Equity Index X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Large Cap Value X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Large Cap Value CORE(SM) X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Large Cap Growth X X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Large Cap Aggressive Growth X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Growth & Income X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Fundamental Value X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Multi Cap Growth X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Fundamental Growth X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Small/Mid Cap CORE X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Small/Mid Cap Growth X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Small Cap Equity X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Small Cap Value X X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Small Cap Growth X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
International Equity Index X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
International Opportunities X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
International Opportunities B X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Emerging Markets Equity X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Real Estate Equity X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Health Sciences X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Managed X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Global Balanced X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Short-Term Bond X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Bond Index X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Active Bond X X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
High Yield Bond X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Global Bond X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
Money Market X X X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------

MICHELE G. VAN LEER
Chairman, Board of Trustees

Boston, Massachusetts
July XX, 2002

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

PROXY STATEMENT

CONTENTS

Topic Starting on page

GENERAL INFORMATION 3
Proposals 1A to 1K FUNDAMENTAL INVESTMENT RESTRICTIONS
Proposal 2 MANAGER OF MANAGERS
Proposal 3 SMALL CAP VALUE FUND
Proposal 4 LARGE CAP GROWTH FUND
Proposal 5 SMALL/MID-CAP CORE FUND

Appendix A - Record Date and Voting Shares A-1
Appendix B - Summary of Current Management Agreements B-1
Appendix C - Further Information About John Hancock,
Wellington Management and T. Rowe Price C-1
Appendix D - John Hancock's Calculation of Average Fund Expenses
and Relative Performance Consistency D-1
Appendix E - Current Fundamental Investment Restrictions of the Trust E-1

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation of
voting instructions by the management of John Hancock Variable Series Trust I
(the "Trust") for use at the Special Meeting of its shareholders (the
"Meeting"), to be held at the offices of John Hancock Life Insurance Company
("John Hancock"), 197 Clarendon Street, Boston, Massachusetts 02117, on
Wednesday, September 25, 2002 at 11:00 A.M. Boston time. This solicitation is
being made of all shares of several series (the "Funds") of the Trust which are
attributable to interests in John Hancock Variable Life Accounts U, V, UV and S;
and John Hancock Variable Annuity Accounts U, V, JF, H and I (collectively, the
"Accounts"). The cost of printing and mailing this notice and proxy statement
and the accompanying voting instructions form will be borne by the Funds. In
addition to solicitations by mail, John Hancock may solicit voting instructions
in person or by telephone; such employees will not be compensated for such
services. Solicitation materials were first made available on or about August
__, 2002.

Each Fund will vote on the specific proposals indicated in the chart on
the attached notice.

THE TRUST WILL FURNISH TO YOU, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT
FOR 2001 AND, WHEN AVAILABLE, ITS SEMI-ANNUAL REPORT AS OF JUNE 30, 2002. SUCH
REQUEST MAY BE MADE BY MAIL OR BY TELEPHONE, USING THE ADDRESS OR TOLL-FREE
TELEPHONE NUMBER SHOWN ON THE COVER OF THIS PROXY STATEMENT.

Voting Instructions

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

Any authorized voting instructions will also be valid for any adjournment
of the meeting and will be revocable only at the direction of the owner
executing them. If an insufficient number of affirmative votes are obtained to
approve any item, the meeting may be adjourned to permit the solicitation of
additional votes. Shares will be voted for any such adjournment in the
discretion of the Insurer in whose Account the shares are held. Whether a
proposal is approved depends upon whether a sufficient number of votes are

cast for the proposal. Accordingly, an instruction to abstain from voting on any
proposal has the same practical effect as an instruction to vote against that
proposal.

Any person giving voting instructions may revoke them at any time prior to
their exercise by submitting a superseding voting instruction form or a notice
of revocation to the Trust. In addition, although mere attendance at the meeting
will not revoke voting instructions, an owner present at the meeting may
withdraw his/her voting instruction form and give voting instructions in person.
The Insurers will vote Trust shares in accordance with all properly executed and
unrevoked voting instructions received in time for the meeting or properly given
at the meeting.

The Insurers will vote the shares of each Fund held in their respective
Accounts which are attributable to the policies and contracts in accordance with
the voting instructions received from the owners participating in that Fund. An
Account's shares in any Fund which are not attributable to policies or contracts
or for which no timely voting instructions are received will be represented and
voted by the Insurers in the same proportion as the voting instructions which
are received from all owners participating in the Fund through that Account.
(Fund shares which are not attributable to policies or contracts include any
shares purchased with contributions made as "seed money" to the Funds by the
Insurers.

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

Majority Voting

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

PROPOSALS 1A through 1K - ALL FUNDS

CHANGES TO THE TRUST'S FUNDAMENTAL INVESTMENT RESTRICTIONS

At its July 2, 2002 meeting, the Board of Trustees approved, and
recommended that owners approve, substantial changes to the Trust's fundamental
investment restrictions. The changes will make the restrictions under which all
of the Funds operate simpler, more uniform, and more consistent with current
industry practices.

The current fundamental investment restrictions for each Fund are set
out in Appendix E.

The revisions now being proposed include 11 changes for which
shareholder approval is being sought. Each of these 11 proposed changes is
separately discussed as one of Proposals 1A through 1K below. (The text of each
fundamental investment restriction, as proposed to be amended, is set out at the
appropriate place in that discussion.) The first seven of these proposals (i.e.,
Proposals 1A - 1G) relate to all of the Funds. Each of the last four proposals
(i.e., Proposals 1H - 1K) applies to fewer than all the Funds.

Need for Shareholder Vote

Each Fund has designated as "fundamental" certain restrictions covering
specific types of investment practices. The Investment Company Act of 1940 (the
"Investment Company Act") provides that these "fundamental" policies may be
changed only with shareholder approval. (Restrictions that a Fund has not
specifically designated as being fundamental are considered to be
"non-fundamental" and may be changed by the Board of Trustees in any way that
the law permits without shareholder approval.)

All of the investment restrictions that would be changed by Proposals
1A-1K are "fundamental," so shareholder approval is required for each of these
proposals.

General Reasons for the Proposals

There are two basic reasons why the Trust is proposing to substantially
revise each Fund's fundamental investment restrictions. First, the current
fundamental investment restrictions place greater limits on the Funds than is
necessary or desirable. Second, the restrictions are more complicated than is
necessary or desirable.

As proposed to be revised, the fundamental investment restrictions
would more closely resemble the more prevalent approach taken today by mutual
funds other than the Trust. If the proposed revisions are approved, other
controls discussed below would be relied upon, primarily to establish the
parameters of each Fund's investment activities.

Accordingly, the Board has approved changes to the Funds' fundamental
restrictions in order to simplify, modernize and make more uniform those
restrictions that are considered to be fundamental. The Board expects that
shareholders may benefit from these changes in a number of ways. Among other
things, the Board believes that eliminating unwarranted disparities among the
Funds' fundamental restrictions will also enhance John Hancock's ability to
manage efficiently and effectively each of the sub-investment managers in
changing regulatory and investment environments.

The following paragraphs discuss the general reasons in more detail.
After that, additional considerations applicable to a specific proposed change
are discussed later under the specific heading (i.e., "Proposal 1A, "Proposal
1B," etc.) assigned to that proposal.

Current restrictiveness. Too often, the current restrictions prohibit a
Fund from using investment techniques that it has not used previously. This can
prevent a Fund from taking advantage of innovative investment products and
practices, or even from using more traditional techniques that its fundamental

investment restrictions happen to prohibit. This can be a particular problem
when a Fund replaces its sub-investment manager. In such cases, the new
sub-investment manager may wish to engage in practices that the fundamental
investment restrictions prohibit merely because those restrictions were designed
with the investment program of a prior sub-investment manager in mind.

Such problems can be solved by seeking shareholder approval of changes
to fundamental investment restrictions on a "case-by-case" basis. And the Funds
have sought (and obtained) such approval in numerous instances in recent years.
Nevertheless, the shareholder approval process involves time and expense. Also,
in order to save costs, needed changes frequently are delayed so that they can
be combined in the same mailing with other matters that are being submitted to
owners participating in the Fund in question.

Current complexity. The complexity of the Funds' current fundamental
investment restrictions makes them difficult to understand and interpret. As new
Funds have been created during recent years, fundamental restrictions covering
the same topics often have been phrased in slightly different ways, sometimes
providing new Funds with additional flexibility, or resulting in minor but often
illogical differences in effect, or potentially giving rise to unintended
differences in interpretation.

The resulting complexity increases the chance of accidental
non-compliance with them. The Trust's sub-investment managers have the initial
responsibility for ensuring compliance with all applicable restrictions. The
sub-investment managers' relative lack of experience in working with the Trust's
complicated fundamental investment restrictions increases the danger of
inadvertent compliance failures.

Other applicable controls. Nor does the Trust believe there is any need
for the Funds' fundamental investment restrictions to be as limiting or
complicated as they are. Some of the fundamental investment restrictions simply
restate (or approximately restate) legal requirements that will continue to
apply, even if the fundamental investment restriction is deleted or revised. In
these cases, the effect of the proposed change will simply be to enable a Fund,
without shareholder approval, to take advantage of any future exemptions or
liberalization in the law that may be obtained or occur in the future.

In many other cases, the substance of a fundamental investment
restriction that is now proposed to be deleted will be continued (or continued
with modifications) as a non-fundamental policy or restriction to be observed by
the Funds. (Such non-fundamental policies and restrictions, however, may be
changed by the Trust at any time, without need of shareholder approval.)

Finally, John Hancock exercises oversight as to any investment
technique used by a sub-investment manager. John Hancock has advised the Trust,
therefore, that sub-investment managers will not have a free hand in exercising
all of the additional investment flexibility that the proposed changes in
fundamental investment restrictions will provide. Rather, John Hancock has
advised the Trust that it will monitor for any investment activities that John
Hancock believes are not in a Fund's best interest; and John Hancock will take
action to prohibit any such activities that it identifies.

Although the proposed changes, therefore, would loosen the Trust's
fundamental investment restrictions on certain activities, the sub-investment
managers will by no means have unfettered discretion to engage in those
activities. Proposals 1A through 1K, rather, affect only the manner in which
such activities will be controlled. Historically, the Funds' fundamental
investment restrictions have "micro managed" the Funds' investment programs, to
a certain extent. The Trust, however, does not believe that fundamental
investment restrictions can generally be sufficiently flexible or "nuanced" to
perform such a "micro management" function effectively.

Therefore, the proposed revisions in fundamental investment
restrictions would make those restrictions more general, simpler, and less
restrictive. (This, moreover, is today the more prevalent approach taken by
mutual funds other than the Trust.) To the extent that the proposed revisions
are approved, the other controls discussed above would be relied upon,
primarily, with, respect to the activities in question.

Background of Current Fundamental Investment Restrictions

As discussed above, the Trust believes that the Funds' current
fundamental investment restrictions are more limiting and more complicated than
is necessary or advisable. To a considerable degree, this results from the fact
that the original version of the Trust's fundamental investment restrictions was
drafted more than thirty years ago for one of the Trust's predecessor entities.
For various historical reasons, mutual funds (such as the Trust) at that time
commonly drafted their fundamental investment restrictions to be more limiting
and more detailed than is common practice today.

As the Trust has added new Funds over the years, the Trust has, for
consistency, maintained the same overall scope and structure of fundamental
investment restrictions. Nevertheless, there are significant differences in
fundamental investment restrictions as among Funds. These differences have
resulted from such factors as differences in the investment programs of the
Funds; differences in the preference of the sub-investment managers of the
Funds; and differences in law or industry practice at the times when new Funds
were first brought to market.

Due to such factors, the Trust's fundamental investment restrictions
have become increasingly complicated, confusing, and inconsistent as among
Funds. And, for many of the inconsistencies, there is now no reason other than
historical happenstance. It is this state of affairs that, together with the
overly restrictive nature of the Trust's current fundamental investment
restrictions, has led to Proposals 1A through 1K below.

Implementation of the Proposed Changes

Each change in the fundamental restrictions that is proposed for any
Fund will take effect only following approval by the shareholders of that Fund.
If approved, a revised fundamental investment restriction may not be further
changed with respect a Fund without the approval of the holders of that Fund's
shares.

The Trust anticipates that these proposals, to the extent approved,
will be implemented on or about October 1, 2002.

Trustees' Recommendation

The Board of Trustees believes that the revisions proposed for each Fund's
fundamental investment restrictions are in the best interests of that Fund and
owners of its shares.

THE BOARD OF TRUSTEES RECOMMENDS THAT OWNERS OF EACH AFFECTED FUND
GIVE INSTRUCTIONS TO VOTE
FOR APPROVAL OF PROPOSALS 1A THROUGH 1K

PROPOSAL 1A - ALL FUNDS

CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING REAL ESTATE INVESTMENTS

Upon the approval of Proposal 1A, the existing fundamental restriction
on real estate investments for each of the Funds would be changed to read as
follows:

"REAL ESTATE. No Fund will purchase or sell real estate. This
restriction does not prevent (a) a Fund from acquiring real estate as a
result of ownership of those securities or other instruments in which
the Fund is permitted to invest; (b) a Fund from investing in
securities that are secured by real estate or interests therein; (c) a
Fund from investing in issuers that invest, deal, or otherwise engage
in transactions in real estate or interests therein; or (d) the Real
Estate Equity Fund from making any type of investment that it is
otherwise permitted to make."

Relevant Considerations

The general background and reasons for all of the currently proposed
changes in the Funds' fundamental investment restrictions (including this
Proposal 1A) are set out at pages 5-7 above. Set forth below are some
additional considerations that pertain specifically to this Proposal 1A.

The Funds' current fundamental investment restriction #1 prohibits most
investments in (a) real estate or (b) "interests" in real estate. (Please refer
to Appendix E at the end of this proxy statement for the exact text of the
current restriction.)

However, the current restriction exempts from its prohibition certain
investments that might be deemed "interests" in real estate. It is unclear,
however, whether other types of investments might also constitute "interests" in
real estate and thus be prohibited by the current restriction. This ambiguity
makes this restriction unnecessarily difficult to interpret and apply. The
proposed revised restriction resolves this ambiguity by essentially limiting the
scope of the restriction to direct ownership of real estate. Under this proposal
, under normal circumstances, only the Real Estate Equity Fund would be
permitted to make direct investments in real estate.

The proposed revised restriction also makes clear a point that may
already be implicit in the current restriction: a Fund may acquire real estate
as a result of its ownership of other permitted investments. If a Fund, for
example, owned a debt instrument secured by real estate, the Fund could acquire
ownership in real estate in a foreclosure proceeding.

PROPOSAL 1B - ALL FUNDS

CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS

Upon the approval of Proposal 1B, the existing fundamental restriction
on making loans for each of the Funds would be changed to read as follows:

"LOANS. No Fund will make loans, except that this restriction does not
prevent a Fund from (a) making loans through the acquisition of
obligations in which the Fund may invest consistent with its objective
and investment policies; (b) lending portfolio securities; or (c)
making loans to other Funds or investment companies managed or
sponsored by an investment adviser to the Fund or by any company
controlling, controlled by, or under common control with such
investment adviser."

Relevant Considerations

The general background and reasons for all of the currently proposed
changes in the Funds' fundamental investment restrictions (including this
Proposal 1B) are set out at pages 5-7 above. Set forth below are some
additional considerations that pertain specifically to this Proposal 1B.

The Funds' current fundamental investment restriction #2 imposes a
limit (33 1/3%) on the amount of a Fund's portfolio securities that it may lend.
(Please refer to Appendix E at the end of this proxy statement for the exact
text of the current restriction.) The proposed revised restriction would not
include this limit. Under a current SEC staff interpretation, however, the Funds
will still remain subject to the limit, but it will be non-fundamental. This
means that a Fund could, without obtaining shareholder approval, lend more than
33?% of its portfolio securities, if the SEC staff ever changes its position.
This could be beneficial to a Fund, inasmuch as the Funds earn a significant
return on their securities lending activities.

Fundamental investment restriction #2 also would be broadened to permit
loans from one Fund to another Fund or to certain other related investment
companies. This is a practice that some other mutual fund complexes have begun
to follow in recent years. It is intended to enable one Fund to temporarily
borrow amounts for such purposes as paying redemption requests, where the
borrowing Fund does not have enough ready cash available for this purpose but
the lending Fund does. This practice would, however, require further approval by
the Board of Trustees prior to its implementation. Also, under current law, the
Funds would need to rely on an exemption from the SEC. The SEC has been
incorporating numerous conditions into such exemptions that are designed to
protect investors.

PROPOSAL 1C - ALL FUNDS

CHANGE TO FUNDAMENTAL RESTRICTION ON COMMODITIES AND PUT AND CALL OPTIONS

Upon the approval of Proposal 1C, existing fundamental restriction #3,
relating to commodities and put and call options, would be changed for each of
the Funds to read as follows:

"COMMODITIES. No Fund will purchase or sell physical commodities,
except that a Fund may sell physical commodities acquired as a result
of ownership of those securities or other instruments in which a Fund
is permitted to invest."

The limitations that currently appear in fundamental investment
restriction #3 are set forth in Appendix E to this proxy statement. Under this
proposal, there would no longer be any fundamental investment restrictions
dealing specifically with financial futures contracts or put and call options.
In addition, approval of this proposal would have the effect of authorizing the
Large Cap Growth, Growth & Income, Real Estate Equity, and Money Market Funds to
use forward currency contracts, forward commitments to purchase securities, and
when issued securities (as all of the other Funds are already permitted to do.)

The proposed changes to this fundamental restriction are intended to
ensure that the Funds will have adequate flexibility, without obtaining
shareholder approval, to enter into hedging and other transactions utilizing
financial futures contracts and put and call options, when doing so is permitted
by the Funds' other investment policies.

Relevant Considerations

The general background and reasons for all of the currently proposed
changes in the Funds' fundamental investment restrictions (including this
Proposal 1C) are set out at pages 5-7 above. Set forth below are some
additional considerations that pertain specifically to this Proposal 1C.

The current provision. The Investment Company Act requires a mutual
fund to adopt a fundamental investment restriction that states the extent to
which (if at all) it will invest in "commodities." Until the 1980s, therefore,
the Trust's fundamental investment restrictions prohibited the Trust from
investing in "commodities or commodity contracts." Prior to the 1980s, the
Trust's fundamental investment restriction #3 also contained an absolute
prohibition on the use of most "puts and calls." When the provision was
originally drafted, the phrase "puts and calls" usually was understood to refer
to put and call options on securities that historically had been sold
"over-the-counter" by so-called "put and call brokers." Subject to numerous
exceptions that have been added over the years, these basic prohibitions still
exist in the Trust's current fundamental investment restriction #3.

When various Funds of the Trust began (in the 1980s) to reserve the
latitude to use financial futures contracts, the legal question arose whether
these might be viewed as "commodity" contracts, because futures contracts
historically had been a common device for trading in physical commodities. If
financial futures contracts were deemed to be commodity contracts, they would
have been prohibited by fundamental investment restriction #3 as it then
existed. Therefore, in the absence of clear legal authority or much precedent,
it was thought prudent to incorporate into the Trust's fundamental restrictions
specific authorization of the extent to which each Fund expected to be using
financial futures contracts and options thereon. This lead to considerable
complexity in fundamental investment restriction #3.

In addition, the Trust was concerned that the terms "put" and "call"
could theoretically be stretched beyond the types of over-the-counter puts and
calls that were prevalent at the time fundamental investment restriction #3's
predecessor was originally drafted. For example, the restriction could be deemed
to apply to (and thus prohibit) any of the other types of options that mutual
funds now commonly use, such as index options, options on futures, currency
options, interest rate options, and exchange-traded options on

securities. Therefore, when, beginning in the 1980s, various Funds desired
leeway to use these kinds of options, exceptions were written into fundamental
investment restriction #3 (after obtaining shareholder approval, in the case of
existing Funds). This, too, added complexity to the fundamental investment
restrictions.

The current proposal. By now, it is generally accepted that financial
futures and options thereon need not be treated as "commodities." Thus, one of
the basic reasons that fundamental investment restriction #3 currently refers to
financial futures and options thereon seems no longer to apply. Therefore, the
Trust is now proposing to eliminate from its fundamental investment restriction
#3 the rather voluminous references to financial futures contracts and options
thereon.

Conceivably, however, there could still be some question as to whether
the current restriction's prohibition on "commodity contracts" applies to
financial futures contracts or options thereon. Accordingly, the current
prohibition on the use of "commodity contracts" is also proposed to be deleted.

Rather than deleting altogether the fundamental investment restrictions
pertaining to financial futures contracts and options thereon, it might
theoretically be possible to simplify and rationalize them. On the other hand,
the different types of these instruments (as well as the potential uses to which
they may be put by different Funds) is so numerous and varied that any such
revised fundamental investment restrictions would necessarily still have
disadvantages. Specifically, the restrictions either would still be very
detailed and complicated or they would have to grant such sweeping authority as
to be of possibly doubtful utility. Under all of the circumstances, therefore,
the Trust believes it is preferable to delete all references to financial
futures contracts and options therein, as this proposal contemplates.

Similarly, the types of put and call options that various of the Funds
may wish to use (as well as the uses to which such options may be put) have now
become so numerous and varied that any description of them in the fundamental
investment restrictions (unless the description is fairly "broad-brush") quickly
becomes complex and cumbersome. Therefore, the Trust is proposing to delete
entirely the voluminous references to puts and calls that currently appear in
restriction #3.

Special considerations for the Large Cap Growth, Growth & Income, Real Estate
Equity, And Money Market Funds

In economic substance, forward foreign currency contracts, forward
commitments, and when issued securities bear some resemblance to "futures"
contracts (although they are not commonly referred to as such). Because of this
resemblance, it was in the past thought prudent to include, as fundamental
investment restriction #3(B), a statement to the effect that these instruments
were not subject to the fundamental investment restrictions applicable to
futures contracts. (Please refer to Appendix E at the end of this proxy
statement for the exact text of current restriction #3(B).) Under the proposal
now being made, however, this statement will be deleted as superfluous, because
the references to futures contracts are also being deleted (as discussed above).

As to the Large Cap Growth, Growth & Income, Real Estate Equity, and
Money Market Funds, however, fundamental investment restriction #3B never
contained any statement to the effect that forward currency contracts, forward
commitments to purchase securities, and when issued securities are not
considered futures contracts. Therefore, by implication, current fundamental
investment restriction #3B could be read to prohibit these funds from using
these instruments. Therefore, the proposed deletion of restriction #3B could be
interpreted as authorizing, for the first time, the Large Cap Growth, Growth &
Income, Real Estate Equity, and Money Market Funds to use forward currency
contracts, forward commitments to purchase securities, and when issued
securities. To that extent, this proposal 1C, in effect, also entails approval
of those investments by the shareholders of each such Fund.

The Trust believes there is no sufficient reason why the Large Cap
Growth, Growth & Income, Real Estate Equity, and Money Market Funds should be
treated any differently from all of the other Funds, which are permitted to
invest in forward currency contracts, forward commitments to purchase
securities,

and when issued securities. This proposal, therefore, would result in the same
treatment for all Funds in that regard.

PROPOSAL 1D - ALL FUNDS

CHANGE TO FUNDAMENTAL RESTRICTION ON BORROWING MONEY

Upon the approval of Proposal 1D, the existing fundamental restriction
on borrowing money for each of the Funds would be changed to read as follows:

"BORROWING. No Fund will borrow money, except that this restriction
will not prevent a Fund from borrowing (a) from banks for any purpose,
provided that immediately after any such borrowing there is an asset
coverage of at least 300% for all borrowings of the Fund as required
under section 18(f)(1) of the Investment Company Act (subject to any
amendments to, regulations under, or exemptions from section 18(f)(1)
of the Investment Company Act); (b) for temporary purposes only,
provided that loans for temporary purposes do not exceed 5% of the
value of the total assets of the Fund as of the time when each such
loan is made; or (c) from another fund, or from a related entity of
another fund, pursuant to any amendments to, regulations under,
exemptions from or interpretations of the Investment Company Act."

Relevant Considerations

The general background and reasons for all of the currently proposed
changes in the Funds' fundamental investment restrictions (including this
Proposal 1D) are set out at pages 5-7 above. Set forth below are some
additional considerations that pertain specifically to this Proposal 1D.

Current fundamental investment restriction #5 limits borrowing by a
Fund to no more than 5% or 10% (depending on the Fund) of the Fund's total
assets. (Please refer to Appendix E at the end of this proxy statement for the
exact text of the current restriction.) The Funds that currently are subject to
the higher 10% limit are the Large Cap Value CORE, Large Cap Aggressive Growth,
Fundamental Value, Fundamental Growth, Small/Mid Cap CORE, Small Cap Value,
International Equity Index, International Opportunities B, Emerging Markets
Equity, Health Sciences, Bond Index, and High Yield Bond Funds.

The proposed revision to this restriction would allow any Fund to
borrow an amount equal to as much as 33 1/3% of its total assets. This could be
useful, if a Fund at any time decides to adopt a more "leveraged" capital
structure. None of the Funds currently has any intention to operate on a more
leveraged basis than it currently does, however. Indeed, even if this proposal
is approved, all of the Funds will still operate under a strict non-fundamental
restriction on borrowing. Specifically, if borrowings by a Fund ever exceed 5%
of its total assets, that Fund will make no new investments until it has paid
down its borrowings to below 5%.

The increased borrowing authority provided under this Proposal 1D could
also be useful to a Fund if certain emergencies arose. For example, it could
make each Fund better able to continue to honor redemption requests in times
when unforeseen circumstances make it impossible or inadvisable to liquidate
portfolio holdings commensurate with the amount of requested redemptions.
Finally, the proposed revisions also will permit the kind of inter-Fund
borrowings referred to in Proposal 4B above, which are prohibited under the
current version of fundamental investment restriction #5. Even if this Proposal
4D is approved, all of the types of borrowings referred to in this paragraph
will still remain subject to the 5% non-fundamental restriction referred to in
the immediately preceding paragraph above.

PROPOSAL 1E -- ALL FUNDS

DELETION OF FUNDAMENTAL RESTRICTIONS ON
PURCHASING SECURITIES ON MARGIN
AND SELLING SECURITIES SHORT

Current fundamental investment restriction #7 prohibits the purchase of
securities on margin and the selling of securities "short." (Please refer to
Appendix E at the end of this proxy statement for the exact text of the current
restriction.) The Trust, however, now proposes to delete this restriction. The
general background and reasons for all the currently proposed changes in the
Funds' fundamental investment restrictions (including this Proposal 1E) are set
out at pages 5-7 above. In addition, it should be noted that none of the
Funds has any current intention to engage in these activities (i.e., purchases
of securities on margin and short sales). Even if a Fund does wish to engage in
these types of transactions, the principle issue raised is that these investment
techniques involve a form of "leverage," and that could increase the level of
risk to the Fund.

All of the Funds, however, are authorized to make other types of
investments that also potentially involve "leverage" that could carry equal or
greater risks. Good examples of this would be financial futures contracts,
options thereon, and other types of put and call options. Under the other
proposals made in this proxy statement, these other potential forms of leverage
will not be subject to any fundamental investment restriction. The Trust does
not believe there is any sufficient reason for treating margin purchases and
short sales any differently from such other potential forms of leverage.

For this reason, and to afford the Funds the ability, without obtaining
shareholder approval, to purchase securities on margin and sell securities short
under circumstances where this may be advantageous to a Fund, the Trust is
proposing to delete in its entirety current fundamental investment restriction
#7.

PROPOSAL 1F - ALL FUNDS

DELETION OF FUNDAMENTAL RESTRICTION ON ISSUING SENIOR SECURITIES

Upon the approval of Proposal 1F, the existing fundamental restriction
on issuing senior securities for each of the Funds would be changed to read as
follows:

"SENIOR SECURITIES. No Fund will issue senior securities, except as
permitted under Section 18(f) of the Investment Company Act, any
amendments thereto, any regulations thereunder, or any applicable
exceptions therefrom."

Relevant Considerations

The general background and reasons for all of the currently proposed
changes in the Funds' fundamental investment restrictions (including this
Proposal 1F) are set out at pages 5-7 above. Set forth below are some
additional considerations that pertain specifically to this Proposal 1F.

Current fundamental investment restriction #11 prohibits any Fund from
issuing any "senior security." (Please refer to Appendix E at the end of this
proxy statement for the exact text of the current restriction.) A "senior
security" for this purpose would include (i) certain types of indebtedness that
a Fund might issue or incur or (ii) any preferred stock or other security issued
by a Fund that had any preferences over the Fund's ordinary shares.

If the prohibition on issuing senior securities were to remain in
place, the Funds would be unable to take advantage of the ability to borrow up
to the extent contemplated by Proposal 1D above. Therefore, the Trust is
proposing to delete this fundamental investment restriction. This will enable
each Fund to borrow money, subject to the conditions and limitations discussed
in Proposal 1D.

Even if this Proposal 1F is approved, however, the Investment Company
Act will still prohibit a Fund from issuing other senior securities. This means
that, unless the law were amended or the SEC were to grant an exemption from it,
the only effect of deleting fundamental investment restriction #11 will be to
allow the Funds to take advantage of the increased borrowing authority, as
discussed in Proposal 1D above. The Trust is not aware that any such amendment
or exemption is contemplated by the Congress or the SEC.

PROPOSAL 1G -- ALL FUNDS

DELETION OF FUNDAMENTAL RESTRICTION
ON INVESTING FOR "CONTROL'

Current fundamental investment restriction #8 prohibits a Fund from
making investments for the purpose of exercising control over a portfolio
company. (Please refer to Appendix E at the end of this proxy statement for the
exact text of the current restriction.) This could hinder a Fund from taking an
"activist" stance with respect to any of its portfolio investments.

More mutual funds are taking such an activist stance in some cases. For
example, a Fund might participate in a proxy contest or otherwise join with
other investors to influence a portfolio company (1) to change executive
compensation, accounting, or other policies the Fund believes are contrary to
investors' best interests or (2) to take other steps to increase shareholder
value. There would appear to be no reason not to clarify the Funds' ability to
take these kinds of actions where they appear to be in a Fund's best interest.

In addition, the general background and reasons for all of the
currently proposed changes in the Funds' fundamental investment restrictions set
out at pages 5-7 above are also relevant to this proposal.

Therefore, the Trust is proposing to delete in its entirety current
fundamental investment restriction #8.

PROPOSAL 1H -- GROWTH & INCOME, LARGE
CAP GROWTH, REAL ESTATE EQUITY, MANAGED,
ACTIVE BOND, AND MONEY MARKET FUNDS

DELETION OF FUNDAMENTAL RESTRICTION ON
PURCHASING INVESTMENTS THAT ARE OR
MAY BE "ILLIQUID"

Current fundamental investment restriction #6 imposes special
restrictions on the ability of certain Funds to purchase certain securities that
are or may be illiquid. (Please refer to Appendix E at the end of this proxy
statement for the exact text of the current restriction.) These are the Growth &
Income, Large Cap Growth, Real Estate Equity, Managed, Active Bond and Money
Market Funds.

There would seem to be no good reason for singling these Funds out for
special restrictions. Doing so may deprive these Funds of the opportunity to
maximize their performance for the benefit of investors. Moreover, even if this
restriction is deleted, an SEC administrative position would remain in place
that requires no more than 15% (10% for the Money Market Fund) of a Fund's
assets to be illiquid.

Accordingly, the Trust believes that there are adequate controls on
investments in illiquid investments, even without current fundamental investment
restriction #6. In addition, the general background and reasons for all of the
currently proposed changes in the Funds' fundamental investment restrictions set
out at pages 5-7 above are also relevant to this proposal. Therefore, it is now
proposed to delete this restriction.

PROPOSAL 1I-- LARGE CAP GROWTH, GROWTH & INCOME, SMALL/MID CAP GROWTH,
INTERNATIONAL EQUITY INDEX, REAL ESTATE EQUITY, MANAGED, SHORT
TERM BOND, ACTIVE BOND, AND MONEY MARKET FUNDS

DELETION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES
ISSUED BY OTHER INVESTMENT COMPANIES

A Fund's ability to invest in other investment companies is regulated
by specific provisions in the Investment Company Act. Current fundamental
investment restriction #9 simply restates most of these provisions, but fails to
allow such investments in some cases where they would be legally permitted.
(Please refer to Appendix E at the end of this proxy statement for the exact
text of the current restriction.) These cases are unlikely to be of much
practical significance to any Fund, however.

Some of the Funds are excluded from current fundamental investment
restriction #9 and, therefore, can take full advantage of the flexibility that
the law permits. (The Funds that are subject to this restriction are the Large
Cap Growth, Growth & Income, Small/Mid Cap Growth, International Equity Index,
Real Estate Equity, Managed, Short Term Bond, Active Bond and Money Market
Funds.) There appears no good reason, however, why some Funds should be subject
to restriction #9, while others are not.

Therefore, the Trust is proposing to delete this restriction. The
general background and reasons for all the currently proposed changes in the
Funds' fundamental investment restrictions (including this Proposal 1I) are set
out at pages 5-7 above. Also, approval of this proposal will have the advantage
of allowing all Funds, without the need for shareholder approval, to take
advantage of any future relaxation of legal requirements governing a Fund's
purchase of securities issued by other investment companies. (The Trust is not
aware of any such relaxations that are contemplated, however.)

PROPOSAL 1J -- ALL FUNDS EXCEPT THE LARGE CAP GROWTH, LARGE CAP
AGGRESSIVE GROWTH, GROWTH & INCOME, MULTI-CAP GROWTH, REAL
ESTATE EQUITY, HEALTH SCIENCES, MANAGED, AND GLOBAL BALANCED FUNDS

DELETION OF FUNDAMENTAL RESTRICTION CONCERNING DIVERSIFICATION
OF INVESTMENTS

Current fundamental investment restriction #10 largely restates the
requirements of the Investment Company Act that apply to each Fund that
classifies itself as "diversified." (Please refer to Appendix E at the end of
this proxy statement for the exact text of the current restriction.) (The
current restriction does not apply to the several Funds that classify themselves
as "non-diversified".)

The Trust, therefore, is proposing to delete this restriction. The
general background and reasons for all of the currently proposed changes in the
Funds' fundamental investment restrictions (including this Proposal 1J) are set
out at pages 5-7 above. Also, given the Investment Company Act's requirements
for "diversified" funds, this deletion will have little practical effect. (The
Trust is not aware that any loosening of those current legal requirements is in
contemplation.)

The current restriction is, however, in one respect more restrictive
than the Investment Company Act's requirements for "diversified" funds.
Specifically, current fundamental investment restriction #10 absolutely prevents
the "diversified" Funds from purchasing more than 10% of the voting securities
of any one issuer, whereas the Investment Company Act would permit such
purchases, to the extent set out in the first paragraph immediately below. If
the current restriction is deleted, so that these Funds will remain subject only
to the Investment Company Act requirement, the Trust's "diversified" Funds will
have more leeway.

Even though the "diversified" Funds will, under this proposal, be able
to own a larger percentage of some portfolio companies, the Investment Company
Act will still impose significant legal restrictions in this regard.
Specifically, the following types of investments cannot in the aggregate exceed
25% of any such Fund's assets: (1) securities comprising over 10% of an issuer's
outstanding voting securities plus (2) securities of issuers in which the Fund
has invested more than 5% of its assets. In addition, the Money Market Fund may
invest more than 5% of its assets in any one issuer for a maximum of three days
and cannot have investments that large in more than 1 issuer (excluding
government securities) at a time.

Accordingly, the Trust believes that no further restrictions in these
regards are necessary or desirable. Moreover, unnecessary restrictions can
deprive Funds of certain opportunities to maximize their investment returns.
Therefore, the Trust is proposing to delete fundamental investment restriction
#10 in its entirety.

The deletion of fundamental investment restriction #10 will have no
effect on the Funds that are currently classified as non-diversified. These are
the Large Cap Growth, Large Cap Aggressive Growth, Growth & Income, Multi-Cap
Growth, Real Estate Equity, Health Sciences, Managed, and Global Balanced Funds.

PROPOSAL 1K -- MONEY MARKET FUND

ADDING AUTHORITY TO CONCENTRATE INVESTMENTS
IN U.S. BANKING INDUSTRY

Unless it obtains shareholder approval, the Money Market Fund may not
currently invest more than 25% of its assets in securities of issuers who are
primarily in the same industry. Now, however, the Money Market Fund proposes to
amend its fundamental investment restrictions so as to specifically permit the
Money Market Fund to invest more than 25% of its assets in money market
instruments issued by U.S. banks. If this proposal is approved, the relevant
fundamental investment restriction, as applicable to the Money Market Fund,
would read as follows:

"INDUSTRY CONCENTRATION. No Fund will purchase the securities of
issuers conducting their principal business activity in the same
industry, if, immediately after such purchase, the Fund's investments
in such industry would exceed 25% of the value of its total assets at
the time of such investment. This restriction does not limit the Money
Market Fund's investments in instruments issued by domestic banks (or
by a foreign branch of a domestic bank, but only if the domestic bank
is unconditionally liable in the event that the foreign branch fails to
honor the instrument)."

Relevant Considerations

The general background and reasons for all of the currently proposed
changes in the Funds' fundamental investment restrictions (including this
Proposal 1K) are set out at pages 5-7 above. Set forth below are some additional
considerations that pertain specifically to this Proposal 1K.

Even though this change will permit the Money Market Fund to invest
more than 25% of its assets in instruments issued by U.S. banks, the Fund could
not invest more than 25% of its assets in instruments issued by any single U.S.
bank. This is because, as a "diversified" fund, investment of more than 5% of
the Money Market Fund's assets in any one issuer would still be limited, to the
extent discussed under Proposal 1J above.

Moreover, this Fund, like other money market funds, is subject to
strict legal requirements concerning the credit quality and other terms of the
investments it makes. These restrictions are designed to ensure that the Money
Market Fund's share value does not vary up or down. Particularly given these and
other applicable protections for investors, the Trust does not believe it is
necessary or desirable for the Money Market Fund to be precluded from
concentrating its investments in the U.S. banking industry. The current
prohibition, moreover, may cause the Money Market Fund at times to have poorer
investment results than would otherwise be possible.

Therefore, the Trust proposes that the Money Market Fund be permitted
to concentrate its portfolio in the U.S. banking industry, in the manner
discussed above.

PROPOSAL 2 - ALL FUNDS

APPROVAL OF "MANAGER OF MANAGERS" ARRANGEMENT

Features of the Proposed Manager of Managers Arrangement

Under this proposed arrangement, any Fund of the Trust could (a)
replace a sub-investment manager without obtaining approval of the Fund's
shareholders or (b) materially change an agreement with an existing
sub-investment manager without obtaining such shareholder approval.

Currently a Fund's agreement with a new sub-investment manager (and
most subsequent changes in such agreements) must receive shareholder approval
within a limited period of time prescribed by SEC rule. If such votes are to be
avoided, it is necessary to obtain an exemptive order from the SEC, as described
further below. A Fund that operates under an Order of this type is commonly said
to be operating under a "manager of managers" arrangement.

Under the proposed manager of managers arrangement, the Board of
Trustees, including a majority of the independent Trustees, would still be
required to approve any agreement with a new sub-investment manager or any
change in an existing agreement. (An "independent" Trustee is one who is free of
sigificant conflicts of interest, as precribed in the Investment Company Act.)
Moreover, shareholder approval would still be required if the sub-investment
manager in question is one of John Hancock's affiliated companies.

Shareholder approval would also be required if any increase were
proposed in the investment advisory fee paid by a Fund to John Hancock. Also,
all of the sub-investment managers' fees will continue to be paid by John
Hancock rather than the Fund. This means that, even if a new sub-investment
manager charges a higher fee than its predecessor (or if an existing
sub-investment manager increases its fee), John Hancock (rather than
shareholders or insurance contract owners) will pay the difference. Under the
manager of managers arrangement, John Hancock would not be permitted to pass
these costs on to the Trust without first obtaining shareholder approval.

Even under the manager of managers arrangement, contract owners will
receive substantially the same information about a sub-investment management
agreement change as they would have received if they had received voting
materials for such change. This information will be delivered to owners within
90 days after the change.

Reasons for the Proposed Manager of Managers Arrangement

Because John Hancock actively monitors and evaluates the Trust's
sub-investment managers, it periodically recommends replacing a sub-investment
manager. Since a shareholder vote currently is required, this is an expense for
the Fund involved./1/

Also, a particular problem now exists if a new sub-investment manager
is to be compensated at a higher rate than the old one. In that case, the new
sub-investment manager cannot take over (or must serve under an interim
agreement at the old fee rate) until shareholder approval is obtained. This can
create unnecessary (though usually not insuperable) problems and additional
costs in transitioning to a new sub-investment manager. The requirement for
shareholder approval in these cases is somewhat anomalous, to the extent that
John Hancock pays any increase in the sub-investment management fee. The
transition process can be made less cumbersome by instituting the proposed
manager of managers arrangement.

________________________

/1/ To the extent that the Fund's operating expenses (excluding
investment management fees, but including costs of obtaining shareholder
approval) exceed .10% per annum, John Hancock (rather than the Fund) may
effectively bear all or part of the expense of obtaining shareholder approval,
pursuant to its expense reimbursement arrangements with a Fund.

In summary, adoption of the manager of managers arrangement should
enable the Trust to respond more rapidly and efficiently to changing
circumstances that may make advisable a change in sub-investment management
arrangements.

SEC Exemptive Order

Before the manager of managers arrangement goes into effect, it will be
necessary for the Trust to apply for and obtain an exemptive order ("Order")
from the SEC. The SEC has granted many such Orders in recent years. The SEC
invariably imposes certain conditions intended to protect investors in the Fund.
Based on prior Orders, the Trust believes that any Order that it obtains will be
subject to at least the following conditions:

. Before an existing Fund may rely on the Order, the manager of managers
arrangement must be approved by the Fund's shareholders.

. The Trust must disclose in its prospectus the existence, substance, and
effect of the Order. In addition, a Fund relying on the Order must hold
itself out to the public as employing the manager of managers approach,
as the Trust has described that arrangement to the SEC. The prospectus
relating to the Trust must prominently disclose that John Hancock has
ultimate responsibility to oversee any sub-investment manager and
recommend its hiring, termination, and replacement or any changes in a
sub-investment management agreement.

. John Hancock must provide management and certain administrative
services to the Funds, including overall supervisory responsibility for
the general management and investment of the Funds and, subject to
review and approval by the Board, must (i) set the Funds' overall
investment strategies; (ii) evaluate, select, and recommend
sub-investment managers to manage all or part of the Funds' assets;
(iii) when appropriate, allocate and reallocate a Fund's assets among
multiple sub-investment managers; (iv) monitor and evaluate the
investment performance of sub-investment managers; and (v) implement
procedures reasonably designed to ensure that the sub-investment
managers comply with the Funds' investment objectives, policies, and
restrictions.

. At all times, a majority of the Trust's Board must be independent
Trustees, and the nomination of new or additional independent Trustees
must be placed within the discretion of the then existing independent
Trustees.

. John Hancock must not enter into a sub-investment management agreement
with any sub-investment manager that is an affiliated person of John
Hancock (or any material change in such an agreement), without such
agreement (or change), including the compensation to be paid
thereunder, being approved by the shareholders of the relevant Fund.

. When a sub-investment manager change is proposed in reliance on the
Order for a Fund with a sub-investment manager that is affiliated with
John Hancock, the Board, including a majority of the independent
Trustees, must make a separate finding, reflected in the Board's
minutes, that such change is in the best interests of the Fund and its
shareholders and does not involve a conflict of interest from which
John Hancock or the affiliated sub-investment manager derives an
inappropriate advantage.

. No Trustee or officer of the Trust or director or officer of John
Hancock must own directly or indirectly (other than through a pooled
investment vehicle that is not controlled by any such Trustee, director
or officer) any interest in any sub-investment manager for a Fund,
except for (i) ownership of interests in John Hancock or any entity
that controls, is controlled by, or is under common control with John
Hancock or (ii) ownership of less than 1% of the outstanding securities
of any class of equity or debt of any other publicly traded company
that is either a sub-investment

manager or any entity that controls, is controlled by, or is under
common control with a sub-investment manager for that Fund.

. Within 90 days of the hiring of any new sub-investment manager or any
amendment of a sub-investment management agreement in reliance on the
Order, John Hancock must furnish contract owners participating in the
affected Fund all the information that they would have received in a
proxy statement asking them to vote on the matter.

Implementation of the Manager of Managers Arrangement

The manager of managers arrangement will not be implemented for any
Fund whose shareholders have not approved it. Even as to those Funds that
approve the arrangement, implementation is contingent on receipt of an SEC
Order, as discussed above. There is no assurance, moreover, as to when or
whether such an Order can be obtained. The Trust, therefore, does not expect to
be in a position to implement the manager of managers arrangement for any Fund
until the latter part of 2002, at the earliest.

Trustees' Recommendation

The Board of Trustees believes that the proposed manager of managers
arrangement is in the best interests of each Fund and the owners of its shares.

THE BOARD OF TRUSTEES RECOMMENDS
THAT OWNERS OF EACH FUND GIVE INSTRUCTIONS
TO VOTE FOR APPROVAL OF THIS
---
PROPOSAL

PROPOSALS 3A and 3B - SMALL CAP VALUE FUND

APPROVAL OF A NEW SUB-INVESTMENT MANAGEMENT AGREEMENT
AND AN AMENDMENT TO THE CURRENT INVESTMENT MANAGEMENT AGREEMENT FOR THE SMALL
CAP VALUE FUND

At its June 12, 2002 meeting, the Board of Trustees, including all of
the independent Trustees, unanimously approved, and voted to recommend that
owners give necessary approvals for a new "multi-manager" arrangement for the
Small Cap Value Fund. Under this arrangement, part of the Fund's assets would be
managed by a new sub-investment manager (Wellington Management), while the
remainder of the Fund's assets will continue to be managed by its current
sub-investment manager (T. Rowe Price). As discussed more fully below, this step
is being taken primarily because T. Rowe Price is limiting the amount of assets
that it manages for the Fund and its other clients with investment programs
similar to the Fund's.

Several of the Trust's other Funds already operate under multi-manager
arrangements essentially comparable to that proposed here. The Trust believes
that these have worked well to enhance the portfolio management resources of the
Funds involved.

Instituting the multi-manager arrangement will require the Fund to
enter into a new sub-investment management agreement with Wellington Management
and a related amendment to the current sub-investment management agreement with
T. Rowe Price for management of the Small Cap Value Fund.

Need for Shareholder Approval

The new sub-investment management agreement with Wellington Management
(Proposal 3A) and the related amendment to the current sub-investment management
agreement with T. Rowe Price (Proposal 3B) are being submitted for shareholder
approval at the Meeting. As proposed, the multi-manager arrangement would not
result in any increase in the fees payable by the Fund, because all
sub-investment advisory fees will continue to be paid by John Hancock, rather
than by the Fund.

Owners will need to approve both Proposals to implement the change to
a multi-manager approach.

The Sub-Investment Management Agreements

Currently, John Hancock contracts with T. Rowe Price to make investment
decisions, place investment orders, and provide certain record keeping functions
for all invested assets of the Small Cap Value Fund. That agreement was
initially approved by shareholders on April 6, 2001 and has not been considered
by shareholders since. John Hancock paid $353,196 to T. Rowe Price during 2001
for its services to the Small Cap Value Fund.

In May 2002, T. Rowe Price advised John Hancock that it would limit its
small cap value subadvisory business. T. Rowe Price is concerned that if cash
inflows continue at their recent pace, they could eventually undermine T. Rowe
Price's ability to invest effectively in the types of undervalued small cap
stocks that its strategy historically focuses upon. As an accommodation to the
Small Cap Value Fund, T. Rowe Price agreed to continue to provide "small cap
value" investment management services for an additional $100 million of cash
inflows.

This development led John Hancock to seek to implement a multi-manager
approach for the Small Cap Value Fund. To do this, John Hancock reviewed the
qualifications of several investment managers to select one that would employ a
small cap value investment strategy for a portion of the Fund's investment
portfolio. The desired objective is to continue to permit current and
prospective owners of the Fund to make additional investments by increasing the
Fund's overall investment capacity using a small cap value strategy.

Reasons for Selecting Wellington Management

T. Rowe Price employs a risk-controlled value approach in selecting stocks
of individual small cap companies, using proprietary fundamental equity
research that looks for:
.. low price/earnings, price/book or price/cash flow ratios relative to small
cap stocks, the company's peers, or its own historic norm;
.. low stock price relative to the company's underlying asset values;
.. above average dividend yield relative to the company's peers and its own
historic norm;
.. a sound balance sheet and other positive financial characteristics; and
.. catalysts with the potential for value realization such as beneficial
management change, restructuring, or industry consolidation.

Among the factors that John Hancock and the Board of Trustees considered in
selecting an additional sub-investment manager were the following:
.. strong organization with experience and significant resources (investment
and operations personnel) dedicated to the development and management of
small cap value portfolios;
.. disciplined and well-defined investment process for investing in stocks;
.. strong performance record in managing value portfolios and, in particular,
small cap value portfolios;
.. sub-investment advisory fee that is competitive relative to other small cap
value portfolios;
.. the sub-investment manager's reputation and presence in the variable
products marketplace and the sub-investment manager's potential for
increasing the growth in Fund assets.
.. the Trust's overall favorable experience in dealing with Wellington
Management as sub-investment manager to several of the Trust's other Funds.

The Trustees also gave weight to John Hancock's recommendation to the Trust
that Wellington Management be retained for the purposes, and on the terms,
proposed.

Wellington Management employs a value approach in selecting stocks, using
proprietary equity research to identify stocks having distinct value
characteristics based on industry-specific valuation criteria. It uses initial
screens to identify high quality conservatively valued companies with
price/earnings and/or price/book ratios in the bottom two-thirds of the small
cap universe. Fundamental research is then used to identify those companies
demonstrating:
.. sustainable competitive advantage;
.. profitability and free cash flow;
.. strong market share position and trend;
.. quality of and share ownership by management; and
.. discount to private market value.

Wellington Management has indicated to John Hancock that, like T. Rowe
Price, it also has capacity constraints, but believes it can currently provide
"small cap value" investment management services to the Small Cap Value Fund for
up to $200 million of Fund assets.

The multi-manager approach for the Small Cap Value Fund - combining the
investment expertise of both T. Rowe Price and Wellington Management - seeks to
provide investors continued access to the Fund. It also should provide the Fund
with complementary small cap value investment strategies and the potential for
consistent investment performance relative to the Fund's benchmark index and
comparable funds.

Terms of Multi-Manager Arrangement

On or about October 1, 2002, the then-existing assets of the Fund will be
allocated between T. Rowe Price and Wellington Management. Wellington Management
will receive approximately 20% of the assets and T. Rowe Price will retain the
remainder. Based upon total Fund assets as of June 30, 2002, this would result
in an allocation of approximately $ 113.5 million to T. Rowe Price and $28
million to Wellington Management. After October 1, 2002, all new investments
into the Fund will be allocated 25% to T. Rowe

Price and 75% to Wellington Management while redemptions will be allocated on an
asset-weighted basis. Such allocation methodology could be changed in the
future, but there is no present intention of doing so.

The sub-investment advisory fee to be charged by Wellington Management
under its new Sub-Investment Management Agreement is slightly higher than that
charged by T. Rowe Price and recognizes, among other things, the recent high
demand for the small cap value asset class and the limited capacity in the
industry. Whereas John Hancock will pay T. Rowe Price a sub-investment advisory
fee at an annual rate of 0.60% on the first $500 million of assets managed by T.
Rowe Price and 0.55% on any additional amounts managed by T. Rowe Price, John
Hancock will pay Wellington Management 0.65% for the first $100 million managed
by Wellington Management and 0.60% for any additional amounts managed by
Wellington Management.

The sub-investment advisory fee for T. Rowe Price is unchanged from the
rate in effect prior to October 1, 2002. Nor are there any other changes in the
Sub-Investment Management Agreement with T. Rowe Price, other than those
necessary or appropriate to accommodate the new multi-manager arrangement. See
Appendix B to this proxy statement for a description of the sub-investment
management agreement with Wellington Management and the proposed amendment to
the T. Rowe Price sub-investment management agreement . The Wellington
Management agreement and the amended T. Rowe Price agreement are substantially
similar except with respect to the rate of sub-advisory fees.

As stated in the agreements, John Hancock will pay all sub-advisory fees
to the sub-investment managers. Therefore, any increase in the rate of
sub-advisory fees to Wellington Management will not result in any additional
charge to the Trust or to Shareholders. Instead, unless further shareholder
approval is obtained, John Hancock will retain a lower amount of the investment
advisory fee it receives from the Trust.

Basis for the Trustees' Recommendation

In evaluating and approving the new agreement with Wellington
Management and the amended agreement with T. Rowe Price, the Board, including
the independent Trustees and with the assistance of outside counsel to the
Trust, requested and evaluated information from John Hancock which was relevant
to what would be in the best interests of the Small Cap Value Fund and the
owners of its shares. In addition, the Board's Trust Governance Committee,
composed exclusively of the Board's independent Trustees, met with such counsel
prior to the Board meeting and considered what further information it would
request of John Hancock.

In making its decision to approve the new agreement with Wellington
Management and the amended agreement with T. Rowe Price, the Board considered
factors bearing on the nature, scope and quality of the services provided or to
be provided to the Fund, with a view toward making a business judgement as to
whether these proposals are, under all of the circumstances, in the best
interest of the Fund and owners of its shares. The factors that the Trustees
considered and the conclusions that they, in their business judgement, reached
included, principally, the following:
.. T. Rowe Price has had generally favorable small cap value investment
performance relative to representative funds having similar investment
focus, investment risk and asset types within the current variable
insurance marketplace that are not advised or managed by T. Rowe Price.
.. The Trustees considered that, in addition to the sub-advisory fees they
receive from John Hancock, Wellington Management and T. Rowe Price receive
or may receive benefits through certain soft dollar arrangements. Under
such arrangements, brokers provide research and certain other services to
sub-investment managers in return for being allocated Trust "brokerage"
transactions. The Trustees took note of the fact that the Trust has engaged
an unaffiliated company to conduct an ongoing study and assessment of the
degree to which each Fund is receiving "best execution" and that said study
and assessment is ongoing. The Trustees concluded that, under all the
circumstances of which they are aware, including the ongoing study and
assessment (and its results to date), the sub-investment managers'
practices (or likely future practices) in receiving research and other
services from brokers do not appear to be inconsistent with the best
interests of the Fund.

.. The Trustees considered the fact that (i) John Hancock pays the
sub-advisory fees to the sub-investment managers; (ii) John Hancock and the
Fund generally have a common interest in negotiating the sub-advisory fees
downward; and (iii) the sub-investment managers have less influence over
the management of their respective Funds than a primary adviser to a retail
mutual fund normally would have (including any influence with respect to
the level of their sub-advisory fees).

Based upon all of the information and advice available to them, the
Trustees considered the extent and quality of the services that Wellington
Management and T. Rowe Price provide or are expected to provide to the Fund, the
costs and expenses to be borne by such sub-investment managers, by the Fund, and
by John Hancock, and the benefits accruing to each of those entities as a result
of their relationship. As a result of their consideration, the Trustees, in the
exercise of their business judgement, unanimously approved the new agreement
with Wellington Management and the amended agreement with T. Rowe Price as being
in the best interests of the Small Cap Value Fund and owners of its shares.

Additional Information

Wellington Management. As of June 30, 2002, Wellington Management had
approximately $312 billion of assets under management, $439 million of which was
in small cap value portfolios. Appendix C to this proxy statement contains
additional information concerning the Wellington Management managing partners
and partners, and rates for Wellington Management investment services to
comparable funds.

T. Rowe Price. At December 31, 2001, T. Rowe Price managed approximately
$156.3 billion in assets for various clients, of which approximately $3 billion
was in small cap value portfolios. Appendix C to this proxy statement contains
additional information concerning the T. Rowe Price Board of Directors and
executive officers, and rates for T. Rowe Price investment services to similar
funds.

John Hancock. John Hancock began providing investment advice to investment
companies in 1972 when it organized one of the Fund's predecessors, which
invested primarily in common stocks, for the purpose of funding individual
variable annuity contracts. Both before and after that date, John Hancock
established a number of investment companies and other accounts investing in
common stocks, bonds, or other securities in connection with the funding of
variable annuities and variable life insurance. Total assets under management by
John Hancock and its subsidiaries as of December 31, 2001, amounted to
approximately $124 billion, of which approximately $81 billion was owned by John
Hancock. Appendix C to this proxy statement contains additional information
concerning John Hancock and its Board of Directors and executive officers.

Trustees' Recommendation

The Board of Trustees, including all of the independent trustees, has
determined that the new sub-investment management agreement with Wellington
Management and the amended sub-investment management agreement with T. Rowe
Price are in the best interests of the Small Cap Value Fund and the owners of
its shares.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT OWNERS OF THE SMALL CAP
VALUE FUND GIVE INSTRUCTIONS TO VOTE FOR THE APPROVAL OF EACH OF THE FOLLOWING:
PROPOSAL 3A - THE NEW SUB-INVESTMENT MANAGEMENT AGREEMENT WITH
WELLINGTON MANAGEMENT
PROPOSAL 3B - THE AMENDMENT TO THE SUB-INVESTMENT MANAGEMENT AGREEMENT
WITH T. ROWE PRICE

PROPOSAL 4 - LARGE CAP GROWTH FUND

APPROVAL OF AN AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT
FOR THE LARGE CAP GROWTH FUND

At its June 12, 2002 meeting, the Board of Trustees, including all of the
independent Trustees, unanimously approved, and recommended that shareholders
approve, an amendment to the investment management agreement that would increase
fees payable by the Trust to John Hancock for management of the Large Cap Growth
Fund. Based on asset levels at December 31, 2001, the increase would equal 0.42%
of the Fund's average daily net assets per annum.

If the increase had been in effect during 2001 for the Fund, (i) the Fund
would have paid John Hancock $6,841,209, rather than the $3,319,872 paid under
the current investment management agreement, and (ii) the ratio of total
expenses to average daily net assets would have been 0.83% rather than 0.41%.
However, THE 0.83% RATIO COMPARES FAVORABLY WITH TOTAL EXPENSE RATIOS CURRENTLY
INCURRED BY COMPARABLE FUNDS THAT SUPPORT OTHER VARIABLE INSURANCE PRODUCTS,
THAT HAVE SIMILAR INVESTMENT FOCUS, AND THAT ARE OF A SIZE COMPARABLE TO THE
LARGE CAP GROWTH FUND (I.E., LESS THAN $1 BILLION IN ASSETS). THE AVERAGE TOTAL
EXPENSE RATIO FOR ALL SUCH FUNDS IS 0.95%. The foregoing analysis is based upon
a John Hancock study using data as of April 30, 2002 that was collected by
Morningstar, Inc., an independent statistical service that tracks expense data
on variable insurance funds. Appendix D to this proxy statement contains
additional information on John Hancock's calculation of average total fund
expenses.

Need for Shareholder Vote

The amendment to the investment management agreement for the Fund must be
approved by shareholders before it can go into effect.

John Hancock's Reasons for Proposed Changes in Investment Advisory Fees

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

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

.. The expense to John Hancock associated with client servicing and
communication has increased with the development of internet-based
information systems and asset allocation tools.

.. The current investment advisory fee and operating expense levels of the
Fund are below the average advisory fee and operating expense levels for
other mutual funds within the variable insurance products marketplace
having similar investment focus and asset size.

The historical investment record of John Hancock in managing the Fund
compares favorably to other funds having similar investment focus and asset
types within the current variable insurance marketplace that are not advised or
managed by John Hancock. In particular, John Hancock has determined that the
Fund demonstrates median or above median investment performance for 3 of the 5
"trailing" 12 month periods during the five year period ending March 31, 2002.
This analysis is based upon a John Hancock analysis of peer-relative performance
consistency using information provided by Russell/Mellon Analytical Services, an
independent statistical service that constructs performance universes to compare
the investment performance of managers and funds with similar investment
strategies. Appendix D to this proxy statement contains additional information
on the Rusell/Mellon performance universes used for this analysis.

.. The current "spread" between the investment advisory fee the Fund pays John
Hancock and the sub-investment advisory fee that John Hancock pays to the
Fund's sub-investment manager is less for the Fund than for certain other
Funds of the Trust. The differences in "spread" are the result of a number
of factors and do not necessarily correspond in all cases to differences in
the amount or value of the services that John Hancock provides.

Also, John Hancock converted to a publicly-traded company in 2000, in part
to enable it to raise capital in the public markets. John Hancock believed (and
continues to believe) that its ability to remain among the country's leading
providers of financial services and remain attractive to investors in the
capital market depends, among other things, on John Hancock's obtaining
sufficient levels of profitability on its various lines of business. John
Hancock further believes that this will benefit the Fund and owners of the
Fund's shares, as well as John Hancock, and that the proposed increase in the
Fund's investment advisory fee is a reasonable method for helping to achieve
that result.

Specifically, John Hancock designed its proposed new fee schedule for the Fund
to:

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

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

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

.. achieve, where feasible and where appropriate, more uniformity among the
"spreads" between the investment advisory and sub-investment advisory fees
for different Funds.

As a result of this review and analysis, John Hancock discussed with the
Board the ongoing changes in compensation and fees in the variable insurance
marketplace and John Hancock's position relative to marketplace trends in
pricing insurance products and investment advisory fees.

Basis for the Trustees' Recommendation

At its meeting held on June 12, 2002, the Board of Trustees, including all
the independent Trustees , unanimously approved the modified investment advisory
fee schedule for the Large Cap Growth Fund. The Board is recommending that
shareholders approve an amendment to the investment management agreement between
the Trust and John Hancock in order to modify the current investment advisory
fee schedule.

In evaluating and approving the amendment, the Board, including the
independent Trustees and with the assistance of outside counsel to the Trust,
requested and evaluated information from John Hancock which was relevant to
whether the amendment would be in the best interests of the Large Cap Growth
Fund and the owners of its shares. In addition, the Board's Trust Governance
Committee, composed exclusively of the Board's independent Trustees, met with
such counsel prior to the Board meeting and considered, among other things, what
additional inquiries they would make of John Hancock.

In making its decision to approve the modified investment advisory fee
schedule, the Board considered factors bearing on the nature, scope, quality and
profitability to John Hancock of the services provided to the Fund, with a view
toward making a business judgement as to whether the proposed fee increase is,
under all of the circumstances, in the best interest of the Fund and owners of
its shares.

In approving the increase, the Trustees considered various factors and,
in their business judgement, reached various conclusions, principally including
the following:

. The aggregate investment management fees and other expenses that would
be paid by the Fund under the modified investment advisory fee schedule
compare favorably (as shown by John Hancock's study referred to above)
to those paid by other funds within the current variable insurance
marketplace having similar investment focus. In this regard, the
Trustees considered John Hancock's analysis of comparative fund
advisory fee and expense data and noted that comparative data is an
important, but not exclusive, factor to rely upon.

. As shown in the data presented by John Hancock, the Large Cap Growth
Fund in recent periods has had favorable investment performance
relative to the median of comparable funds having similar investment
focus and asset types within the current variable insurance marketplace
that are not advised or managed by John Hancock.

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

. The Trustees concluded that a comparison of aggregate fees and expenses
can be more meaningful than comparison of advisory fees only and/or
comparison of other operating expenses only. In this regard, the
Trustees noted that comparable funds may allocate other operating
expenses (i.e., non-investment advisory fees) differently between a
fund and its adviser than does a Fund of the Trust.

. The nature, quality and breadth of investment management services
provided by John Hancock to the Fund over the years has been favorable,
as demonstrated by:

(a) John Hancock's significantly increased commitment of personnel and
resources, since the inception of the Fund, to support the
investment management services provided to the Fund, and

(b) the increased sophistication of the sub-investment manager
evaluation and monitoring process used by John Hancock on behalf
of the Fund.

. The Trustees considered that, in addition to the advisory fees received
by John Hancock from the Trust, the Isurers derive benefits by having
the Fund serve as an underlying funding medium for variable insurance
products offered by the Insurers, which are subject to fees and charges
payable to the Insurers. In this regard, the Trustees considered
representations from John Hancock that (i) those fees and charges, in
the aggregate, are reasonable in relation to the services rendered,
expenses expected to be incurred, and risks assumed by the Insurers and
(ii) those fees and charges do not duplicate fees and expenses paid by
the Trust. While the Trustees are not responsible for the fees and
charges deducted by the Insurers under the variable insurance products
funded through the Trust, the Trustees did not believe that, any such
benefits to John Hancock were inconsistent with the best interests of
the Fund.

. The Trustees considered information from John Hancock about the overall
profitability to the Insurers of the variable insurance products funded
through the Trust, including profits to John Hancock from serving as
the Trust's primary investment adviser. They also considered
information provided by John Hancock about the difficulties of
quantifying the cost and profitability of the advisory function
separately from the aggregate cost and profitability of all of the
functions performed by the Insurers to develop, offer, and maintain the
products. The Trustees concluded that, particularly in view of the
interdependence of the Fund and the variable insurance products that it
supports, the aggregate profitability information the Trustees received
was appropriate for purposes of their deliberations.

In connection with their deliberations, the Trustees and the Governance
Committee received legal advice from outside counsel to the Trust regarding the
standards and methodology of evaluation established by the SEC, the courts and
the industry for mutual funds selling shares to the public and the applicability
of those standards and methodology to mutual funds - like the Trust - selling
shares to life insurance company separate accounts. Such legal counsel, through
its representation of John Hancock on certain matters in which the Trust does
not have a direct interest, is also familiar with Insurers' variable insurance
products and Accounts funded through the Trust.

Based upon all of the information and advice available to them, the
Trustees considered the extent and quality of the services that John Hancock and
the sub-investment manager, directly or indirectly, provide to the Fund, the
costs and expenses to be borne by the Fund and John Hancock, and the benefits
accruing to the Fund and John Hancock as a result of their relationship. As a
result of their consideration, the Trustees, in the exercise of their business
judgement, unanimously approved the modified investment advisory fee schedule as
being in the best interests of the Large Cap Growth Fund and to owners of its
shares.

The Current Investment Management Agreement with John Hancock

Pursuant to an investment management agreement with the Trust dated April
12, 1988, John Hancock advises the Trust in connection with policy decisions for
the Fund; pays the sub-investment manager's fees; provides administration of
day-to-day operations; provides personnel, office space, equipment and supplies
for the Trust; maintains records required by the Investment Company Act;
supervises activities of the sub-investment manager; and supervises the
activities of the other providers of services to the Trust. The agreement was
last approved by the shareholders with respect to the Large Cap Growth Fund on
April 23, 1999. That approval was in connection with proposals (i) to change the
methodology for allocating certain of the non-advisory expenses of the Trust
among the Funds and (ii) to increase John Hancock's commitment to reimburse the
Fund for certain of the Fund's non-advisory expenses.

For any year in which the normal operating costs and expenses of the Fund,
exclusive of the investment advisory fees, interest expense, brokerage
commissions, taxes and extraordinary expenses outside the control of John
Hancock, exceed 0.10% of the Large Cap Growth Fund's average daily net assets,
the current investment management agreement provides that John Hancock will
reimburse the Fund in an amount equal to such excess. For the year ended
December 31, 2001, no reimbursement was payable to the Large Cap Growth Fund
under this arrangement.

Under the current investment management agreement, the Fund pays
investment advisory fees to John Hancock at an annual rate of 0.40% of the first
$500 million of the Fund's average daily net assets, 0.35% of the next $500
million of average daily net assets and 0.30% of any additional amounts. From
this amount, John Hancock pays fees to the Fund's sub-investment manager,
Independence Investment LLC, at an annual rate of 0.30% of the first $500
million of the Fund's average daily net assets, 0.2625% of the next $500 million
of average daily net assets and 0.2250% of any additional amounts.

The Proposed Amendment

After evaluating the investment advisory fees it receives from the Large
Cap Growth Fund, as well as the fees it pays to the sub-investment manager, John
Hancock recommended to the Board of Trustees at its June 12, 2002 meeting that
the current Investment Management Agreement be amended to reflect an increase in
that Fund's investment advisory fees to the following annual levels: 0.80% of
the first $500 million of the Fund's average daily net assets, 0.75% of the next
$500 million of average daily net assets and 0.70% of any additional amounts.

The following table provides a comparison of the actual expense ratios for
2001 with expense ratios that would have been produced by the proposed
modifications for the Large Cap Growth Fund had they been in effect during the
year 2001. The table is based on the Large Cap Growth Fund's average net assets
during the year 2001 and shows (1) the current annualized level of all fees and
-------
expenses for the Large Cap Growth Fund; and (2) the pro-forma annualized level
---------
of all fees and expenses that would have been

incurred by the Fund under the proposed investment advisory fee schedule. The
table does not reflect separate account expenses, including sales load and other
contract-level expenses.

- -------------------------------------------------------------------------------
Current Pro-Forma
------- ---------
Advisory fees 0.38% 0.80%
-----
Distribution and Service (12b-1) Fees None None
Other Operating Expenses Absent Reimbursement 0.03% 0.03%
----- -----
Total Fund Expenses Absent Reimbursement 0.41% 0.83%
-----
Expense Reimbursement (including fee waivers) (0.00%) (0.00%)
----- -----
Total Fund Expenses After Reimbursement 0.41% 0.83%
-----
- -------------------------------------------------------------------------------

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

One Three Five Ten
Year Years Years Years

Although actual costs may be higher or lower, under the
current advisory fee schedule, the costs would be: $42 $132 $230 $ 518
Although actual costs may be higher or lower, under the
proposed advisory fee schedule, the costs would be: $85 $265 $460 $ 1,025

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

The proposed amendment to the investment management agreement will change
the advisory fee schedule. In all other respects, the current investment
management agreement, including John Hancock's agreement to reimburse the Large
Cap Growth Fund when that Fund's "other fund expenses" for any year exceed 0.10%
of that Fund's average daily net assets, will remain unchanged. See Appendix B
to this proxy statement for a description of the investment management
agreement.

Additional Information About John Hancock

See Proposal 3 and Appendix C of this proxy statement for information
about John Hancock and its Board of Directors and executive officers.

Trustees' Recommendation

The Board of Trustees, including all of the independent Trustees, believes
that the amendment to the investment management agreement is in the best
interests of the the Large Cap Growth Fund and owners of its shares.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT OWNERS OF THE
LARGE CAP GROWTH FUND GIVE INSTRUCTIONS TO VOTE
FOR APPROVAL OF THE AMENDMENT
---

PROPOSAL 5 - SMALL/MID CAP CORE FUND

APPROVAL OF AN AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT
FOR THE SMALL/MID CAP CORE FUND

At its June 12, 2002 meeting, the Board of Trustees, including all of the
independent Trustees, unanimously approved, and recommended that owners approve,
an amendment to the investment management agreement that would increase fees
payable by the Trust to John Hancock for management of the Small/Mid Cap CORESM
Fund. Based on asset levels at December 31, 2001, the increase would equal 0.25%
of the Fund's average daily net assets per annum.

If those increases had been in effect during 2001 for the Fund, (i) the
Fund would have paid John Hancock $287,097 rather than the $218,743 paid under
the current Investment Management Agreement, and (ii) the ratio of total
expenses to average daily net assets would have been 1.15% rather than 0.90%.
However, the 1.15% ratio is the same as the average total expense ratio
currently incurred by funds that support other variable insurance products, that
have similar investment focus, and that are of a size comparable to the
Small/Mid Cap CORE Fund (i.e., less than $100 million in assets). The foregoing
analysis is based upon a John Hancock study using data as of April 30, 2002 that
was collected by Morningstar, Inc., an independent statistical service that
tracks expense data on variable insurance funds. Appendix D to this proxy
statement contains additional information on John Hancock's calculation of
average total fund expenses.

Need for Shareholder Vote

The amendment to the investment management agreement for the Fund must be
approved by shareholders before it can go into effect.

John Hancock's Reasons for Proposed Changes in Investment Advisory Fees

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

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

. The expense to John Hancock associated with client servicing and
communication has increased with the development of internet-based
information systems and asset allocation tools.

. The current investment advisory fee and operating expense levels of
the Fund are below the average advisory fee and operating expense
levels for other mutual funds within the variable insurance products
marketplace having similar investment focus and asset size.

. The historical investment record of John Hancock in managing the Fund
compares favorably to other funds having similar investment focus and
asset types within the current variable insurance marketplace that are
not advised or managed by John Hancock. In particular, John Hancock
has determined that the Fund demonstrates median or above median
investment performance for 4 of the 5 "trailing" 12 month periods
during the five year period ending March 31, 2002. This analysis is
based upon a John Hancock analysis of peer-relative performance
consistency using information provided by Russell/Mellon Analytical
Sevices, an independent statistical service that constructs
performance universes to compare the investment performance of
managers and funds with similar investment strategies. Appendix D to
this proxy statement contains additional information on the
Russell/Mellon performance universes used for this analysis.

. The current "spread" between the investment advisory fee the Fund pays
John Hancock and the sub-investment advisory fee that John Hancock pays
to the Fund's sub-investment manager is less for the Fund than for
certain other Funds of the Trust. The differences in "spread" are the
result of a number of factors and do not necessarily correspond in all
cases to differences in the amount or value of the services that John
Hancock provides.

Specifically, John Hancock designed its proposed new fee schedule for the Fund
to:

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

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

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

.. achieve, where feasible and where appropriate, more uniformity among the
"spreads" between the investment advisory and sub-investment advisory fees
for different Funds.

As a result of this review and analysis, John Hancock discussed with the
Board the ongoing changesin compensation and fees in the variable insurance
marketplace and John Hancock's position relative to marketplace trends in
pricing insurance products and investment advisory fees.

Basis for the Trustees' Recommendation

At its meeting held on June 12, 2002, the Board of Trustees, including all
the independent Trustees, unanimously approved the modified investment advisory
fee schedule for the Small/Mid Cap CORE Fund. The Board is recommending that
shareholders approve an amendment to the investment management agreement between
the Trust and John Hancock in order to modify the current investment advisory
fee schedule.

In evaluating and approving the amendment, the Board, including the
independent Trustees and with the assistance of outside counsel to the Trust,
requested and evaluated information from John Hancock which was relevant to
whether the amendment would be in the best interests of the Small/Mid Cap CORE
Fund and the owners of its shares. In addition, the Board's Trust Governance
Committee, composed exclusively of the Board's independent Trustees, met with
such counsel prior to the Board meeting and considered, among other things, what
additional inquiries they would make of John Hancock.

In approving the increase, the Trustees considered various factors and, in their
business judgement, reached various conclusions, principally including the
following:

. The aggregate investment management fees and other expenses that would
be paid by the Fund under the modified investment advisory fee schedule
are consistent with those paid by other funds within the current
variable insurance marketplace having similar investment focus (as
shown by John Hancock's study referred to above). In this regard, the
Trustees considered John Hancock's analysis of comparative fund
advisory fee and expense data and took account of the fact that
comparative data is an important, although not exclusive, factor to
rely upon.

. As shown in the data presented by John Hancock, the Small/Mid Cap CORE
Fund has, in recent periods, had consistent and favorable investment
performance relative to comparable funds having similar investment
focus and asset types within the current variable insurance marketplace
that are not advised or managed by John Hancock.

. The nature, quality and breadth of investment management services
provided by John Hancock to the Fund over the years has been favorable,
as demonstrated by:

(a) John Hancock's significantly increased commitment of personnel
and resources, since the inception of the Fund, to support the
investment management services provided to the Fund, and

(b) the increased sophistication of the sub-investment manager
evaluation and monitoring process used by John Hancock on behalf
of the Fund

. The Trustees considered that, in addition to the advisory fees
received by John Hancock from the Trust, the Insurers derive benefits
by having the Fund serve as an underlying funding medium for variable
insurance products offered by the Insurers, which are subject to fees
and charges payable to the Insurers. In this regard, the Trustees
considered representations from John Hancock that (i) the fees and
charges, in the aggregate, are reasonable in relation to the services
rendered, expenses expected to be incurred, and risks assumed by the
Insurers and (ii) those fees and charges do not duplicate fees and
expenses paid by the Trust. While the Trustees are not responsible for
the fees and charges deducted by the Insurers under the variable
insurance products funded through the Trust, the Trustees did not
believe that, any such benefits to John Hancock were inconsistent with
the best interests of the Fund.

The Current Investment Management Agreement with John Hancock

Pursuant to an investment management agreement with the Trust dated April
14, 1998, John Hancock advises the Trust in connection with policy decisions for
the Fund; pays the sub-investment manager's fees; provides administration of
day-to-day operations; provides personnel, office space, equipment and supplies
for the Trust; maintains records required by the Investment Company Act;
supervises activities of the sub-investment manager; and supervises the
activities of the other providers of services to the Trust. The agreement was
last approved by the shareholders with respect to the Small/Mid Cap CORE Fund on
April 23, 1999. That approval was in connection with proposals (i) to change the
methodology for allocating certain of the non-advisory expenses of the Trust
among the Funds and (ii) to increase John Hancock's commitment to reimburse the
Fund for certain of the Fund's non-advisory expenses.

For any year in which the normal operating costs and expenses of the Fund,
exclusive of the investment advisory fees, interest expense, brokerage
commissions, taxes and extraordinary expenses outside the control of John
Hancock, exceed 0.10% of the Small/Mid Cap CORE Fund's average daily net assets,
the current investment management agreement provides that John Hancock will
reimburse the Fund in an amount equal to such excess. For the year ended
December 31, 2001, John Hancock paid $68,521 to the Small/Mid Cap CORE Fund
under this arrangement.

Under the current investment management agreement, the Fund pays
investment advisory fees to John Hancock at an annual rate of 0.80% of the first
$50 million of the Fund's average daily net assets and 0.70% of any additional
amounts. From this amount, John Hancock pays fees to the Fund's sub-investment
manager, Goldman Sachs Asset Management, a unit of the Investment Management
Division of Goldman Sachs and Co., at an annual rate of 0.60% of the first $50
million of the Fund's average daily net assets and 0.50% of any additional
amounts.

The Proposed Amendment

After evaluating the investment advisory fees it receives from the
Small/Mid Cap CORE Fund, as well as the fees it pays to the sub-investment
manager, John Hancock recommended to the Board of Trustees at its June 12, 2002
meeting that the current investment management agreement be amended to reflect
an increase in that Fund's investment advisory fees to the following annual
levels: 1.05% of the first $100 million of the Fund's average daily net assets
and 1.00% of any additional amounts.

The following table provides a comparison of the actual expense ratios for
2001 with expense ratios that would have been produced by the proposed
modifications for the Small/Mid Cap CORE Fund had they been in effect during the
year 2001. The table is based on the Small/Mid Cap CORE Fund's average net
assets during the year 2001 and shows (1) the current annualized level of all
-------
fees and expenses for the Small/Mid Cap CORE Fund; and (2) the pro-forma
---------
annualized level of all fees and expenses that would

have been incurred by the Fund under the proposed investment advisory fee
schedule. The table does not reflect separate account expenses, including sales
load and other contract-level expenses.

- --------------------------------------------------------------------------------
Current Pro-Forma
------- ---------
Advisory fees 0.80% 1.05%
-----
Distribution and Service (12b-1) Fees None None
Other Operating Expenses Absent Reimbursement 0.35% 0.35%
----- -----
Total Fund Expenses Absent Reimbursement 1.15% 1.40%
-----
Expense Reimbursement (including fee waivers) (0.25%) (0.25%)
----- -----
Total Fund Expenses After Reimbursement 0.90% 1.15%
-----
- --------------------------------------------------------------------------------

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

One Three Five Ten
Year Years Years Years

Although actual costs may be higher or lower, under the
current advisory fee schedule, the costs would be: $ 92 $287 $498 $1,108
Although actual costs may be higher or lower, under the
proposed advisory fee schedule, the costs would be: $117 $365 $633 $1,398

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

The proposed amendment to the investment management agreement will change
the advisory fee schedule. In all other respects, the current investment
management agreement, including John Hancock's agreement to reimburse the
Small/Mid Cap CORE Fund when that Fund's "other fund expenses" for any year
exceed 0.10% of that Fund's average daily net assets, will remain unchanged. See
Appendix B to this proxy statement for a description of the investment
management agreement.

Additional Information About John Hancock

See Proposal 3 and Appendix C of this proxy statement for information about
John Hancock and its Board of Directors and executive officers.

Trustees' Recommendation

The Board of Trustees, including all of the independent Trustees, believes
that the amendment to the investment management agreement is in the best
interests of the Small/Mid Cap CORE Fund and owners of its shares.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT OWNERS OF THE
SMALL/MID CAP CORE FUND GIVE INSTRUCTIONS TO VOTE
FOR APPROVAL OF THE AMENDMENT

Appendix A

RECORD DATE AND VOTING SHARES

As of the close of business on July 25, 2002 ("the record date"), the
following shares were outstanding:

-----------------------------------------------------------------------
Name of Fund Number of Shares
=======================================================================
Equity Index
-----------------------------------------------------------------------
Large Cap Value
-----------------------------------------------------------------------
Large Cap Value CORE(SM)
-----------------------------------------------------------------------
Large Cap Growth
-----------------------------------------------------------------------
Large Cap Aggressive Growth
-----------------------------------------------------------------------
Growth & Income
-----------------------------------------------------------------------
Fundamental Value
-----------------------------------------------------------------------
Multi Cap Growth
-----------------------------------------------------------------------
Fundamental Growth
-----------------------------------------------------------------------
Small/Mid Cap CORE
-----------------------------------------------------------------------
Small/Mid Cap Growth
-----------------------------------------------------------------------
Small Cap Equity
-----------------------------------------------------------------------
Small Cap Value
-----------------------------------------------------------------------
Small Cap Growth
-----------------------------------------------------------------------
International Equity Index
-----------------------------------------------------------------------
International Opportunities
-----------------------------------------------------------------------
International Opportunities B
-----------------------------------------------------------------------
Emerging Markets Equity
-----------------------------------------------------------------------
Real Estate Equity
-----------------------------------------------------------------------
Health Sciences
-----------------------------------------------------------------------
Managed
-----------------------------------------------------------------------
Global Balanced
-----------------------------------------------------------------------
Short-Term Bond
-----------------------------------------------------------------------
Bond Index
-----------------------------------------------------------------------
Active Bond
-----------------------------------------------------------------------
High Yield Bond
-----------------------------------------------------------------------
Global Bond
-----------------------------------------------------------------------
Money Market
-----------------------------------------------------------------------

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

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

A-1

As of the close of business on July 25, 2002, the Insurers had in the aggregate
the following numbers of shares representing their contributions and other
amounts in the Accounts that are in excess of the amounts attributable to
policies and contracts:

--------------------------------------------------------------------------------------------------
Name of Fund Number of Shares Percentage of Total
Shares Outstanding
==================================================================================================

Equity Index
--------------------------------------------------------------------------------------------------
Large Cap Value
--------------------------------------------------------------------------------------------------
Large Cap Value CORE(SM)
--------------------------------------------------------------------------------------------------
Large Cap Growth
--------------------------------------------------------------------------------------------------
Large Cap Aggressive Growth
--------------------------------------------------------------------------------------------------
Growth & Income
--------------------------------------------------------------------------------------------------
Fundamental Value
--------------------------------------------------------------------------------------------------
Multi Cap Growth
--------------------------------------------------------------------------------------------------
Fundamental Growth
--------------------------------------------------------------------------------------------------
Small/Mid Cap CORE
--------------------------------------------------------------------------------------------------
Small/Mid Cap Growth
--------------------------------------------------------------------------------------------------
Small Cap Equity
--------------------------------------------------------------------------------------------------
Small Cap Value
--------------------------------------------------------------------------------------------------
Small Cap Growth
--------------------------------------------------------------------------------------------------
International Equity Index
--------------------------------------------------------------------------------------------------
International Opportunities
--------------------------------------------------------------------------------------------------
International Opportunities B
--------------------------------------------------------------------------------------------------
Emerging Markets Equity
--------------------------------------------------------------------------------------------------
Real Estate Equity
--------------------------------------------------------------------------------------------------
Health Sciences
--------------------------------------------------------------------------------------------------
Managed
--------------------------------------------------------------------------------------------------
Global Balanced
--------------------------------------------------------------------------------------------------
Short-Term Bond
--------------------------------------------------------------------------------------------------
Bond Index
--------------------------------------------------------------------------------------------------
Active Bond
--------------------------------------------------------------------------------------------------
High Yield Bond
--------------------------------------------------------------------------------------------------
Global Bond
--------------------------------------------------------------------------------------------------
Money Market
--------------------------------------------------------------------------------------------------

A-2

Appendix B

SUMMARY OF CURRENT MANAGEMENT AGREEMENTS

Proposals 3A and 3B - Sub-Investment Management Agreements for the Small Cap
Value Fund

The proposed sub-investment management agreement by and among the Trust,
John Hancock and Wellington Management, and the proposed amended sub-investment
management agreement by and among the Trust, John Hancock and T. Rowe Price, are
summarized below.

The sub-investment management agreements contain the agreement of
Wellington Management or T. Rowe Price, as the case may be, to act as a
sub-investment manager (i.e., as an investment adviser and manager) to the Small
Cap Value Fund. Under the proposed agreement with Wellington Management,
Wellington Management will provide the Small Cap Value Fund with a continuing
and suitable investment program for the Small Cap Value Fund's assets as may be
designated to it by John Hancock from time to time. The current agreement with
T. Rowe Price requires T. Rowe Price to provide a continuing and suitable
investment program for the entire Small Cap Value Fund, but the proposed
amendment would limit this obligation just to those assets of the Small Cap Fund
as may be designated by John Hancock from time to time.

Pursuant to the proposed agreements, each sub-investment manager is
required to adhere to the investment policies, guidelines and restrictions of
the Small Cap Value Fund, as established by the Trust and John Hancock from time
to time when managing the investment and reinvestment of the Small Cap Value
Fund's assets. At their own expense, each sub-investment manager agrees to
provide specific services, including: (a) advising the Trust in connection with
investment policy decisions to be made by its Board of Trustees or any committee
thereof regarding the Small Cap Value Fund assets that it manages and, upon
request, furnishing the Trust with research, economic and statistical data in
connection with said Fund's investments and investment policies; (b) submitting
reports and information as John Hancock the Trust' s Board of Trustees may
reasonably request, to assist the custodian in its determination of the market
value of securities held in the Small Cap Value Fund (to the extent such
securities are not otherwise priceable using an approved pricing service); (c)
placing orders for purchases and sales of portfolio investments for the Small
Cap Value Fund assets that it manages; (d) maintaining and preserving the
records relating to its activities required by the 1940 Act to be maintained and
preserved by the Trust, to the extent not maintained by the custodian, transfer
agent or John Hancock; and (e) absent specific instructions to the contrary
provided to it by John Hancock and subject to its receipt of all necessary
voting materials, voting all proxies with respect to investments for the Small
Cap Value Fund assets that it manages in accordance with the sub-investment
manager's proxy voting policy as most recently provided to John Hancock.

The services provided by the sub-investment managers are subject to the
overall supervision, direction, control and review of John Hancock and the Board
of Trustees of the Trust.

Each party to a sub-investment management agreement bears the costs and
expenses of performing its obligations thereunder. In this regard, the Trust
specifically agrees to assume the expense of: (a) brokerage commissions for
transactions in the portfolio investments of the Trust and similar fees and
charges for the acquisition, disposition, lending or borrowing of such portfolio
investments; (b) custodian fees and expenses; (c) all taxes, including issuance
and transfer taxes, and reserves for taxes payable by the Trust to federal,
state or other governmental agencies; and (d) interest payable on the Trust's
borrowings. Nothing in either agreement, however, alters the allocation of
expenses and costs agreed upon between the Trust and John Hancock in the Fund's
primary investment management agreement, or in any other agreement to which they
are parties.

For its investment management and advisory services, each sub-investment
manager is paid a fee by John Hancock at a specified rate that varies by
sub-investment manager. NEITHER THE SMALL CAP VALUE FUND NOR THE TRUST HAS ANY
OBLIGATION OR LIABILITY FOR PAYMENT OF THIS FEE.

B-1

In connection with the investment and reinvestment of the Small Cap Value
Fund assets that it manages, each sub-investment manager is authorized to select
the brokers or dealers that will execute purchase and sale transactions for the
Small Cap Value Fund and to seek to obtain the best available price and most
favorable execution with respect to all such purchases and sales of such assets.
Each sub-investment manager has the right, to the extent authorized by the
Securities Exchange Act of 1934, to follow a policy of selecting brokers who
furnish brokerage and research services to the Small Cap Value Fund or to the
sub-investment manager, and who charge a higher commission rate to the Small Cap
Value Fund than may result when allocating brokerage solely on the basis of
seeking the most favorable price and execution. Each sub-investment manager is
required to determine in good faith that its higher cost was reasonable in
relation to the value of the brokerage and research services provided, and each
may combine orders for the sale or purchase of portfolio securities of the Small
Cap Value Fund with those for other registered investment companies managed by
the sub-investment manager or its affiliates, if orders are allocated in a
manner deemed equitable by the sub-investment manager among the accounts and at
a price approximately averaged.

Neither sub-investment manager is permitted to receive any tender offer
solicitation fees or similar payments in connection with the tender of
investments of the Small Cap Value Fund.

No provision of the sub-investment management agreement protects the
sub-investment manager or John Hancock against any liability to the Trust or its
shareholders to which it might otherwise be subject by reason of any willful
misfeasance, bad faith or negligence in the performance of its duties or the
reckless disregard of its obligations and duties. However, the sub-investment
managers are only obligated to perform the services described in their
respective agreement, and neither has made any representation or warranty that
any level of investment performance or level of investment results will be
achieved.

Unless modified or terminated, each sub-investment management agreement
will continue with respect to the Small Cap Value Fund for an initial 2 year
period and from year to year after that, but only so long as such continuance is
specifically approved at least annually by (a) a majority of the independent
Trustees, cast in person at a meeting called for the purpose of voting on such
approval, and (b) either a vote of the Board of Trustees or a majority of the
outstanding voting shares of the Fund. The investment management agreements also
provide that they may be terminated at any time without penalty by the Trust's
Board of Trustees, by majority vote of the outstanding voting shares of the Fund
or, on 60 days' notice, by John Hancock or the sub-investment manager. Each
sub-investment management agreement automatically terminates in the event of its
assignment or if the investment management agreement between the Trust and John
Hancock for the Small Cap Value Fund is terminated.

B-2

Proposals 2, 3A, 3B, 4 and 5 - Investment Management Agreements between the
Trust and John Hancock

The current investment management agreements between the Trust and John
Hancock pertaining to any of the Funds are summarized below.

Pursuant to the investment management agreements, John Hancock advises the
Funds in connection with policy decisions; supervises activities of the Fund's
sub-investment manager; provides personnel, office space, equipment and supplies
for the Trust; and (to the extent that those services are not provided by other
service providers to the Trust) provides administration of day-to-day operations
and maintains records required by the Investment Company Act.

For its investment management and advisory services, John Hancock is paid
a fee by the Fund(s) at a specified rate that varies by Fund.

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

Under the investment management agreements, John Hancock also pays the
compensation of Trust officers and employees and the expenses of clerical
services relating to the administration of the Trust. The Trust bears all of its
expenses not specifically assumed by John Hancock. These include, but are not
limited to, taxes, custodian and auditing fees, brokerage commissions, advisory
fees payable to John Hancock, the compensation of unaffiliated Trustees, the
cost of the Trust's fidelity bond, the cost of printing and distributing to
Shareholders the Trust's annual and semi-annual reports, the cost of printing,
distributing to Shareholders, and tabulating proxy materials, compensation paid
for certain accounting, valuation and compliance services, legal fees,
securities registration expenses, organizational expenses, association dues and
other expenses related to the Trust's operations.

John Hancock also indemnifies each member of the Board of Trustees against
losses by reason of failure (other than through willful misfeasance, bad faith,
gross negligence or reckless disregard of duties) to take any action relating to
the investment or reinvestment of assets in the Trust, including failure to seek
or retain investment advice or management in addition to or in place of that
provided by John Hancock or the sub-investment managers.

Unless modified or terminated, the investment management agreement will
continue with respect to a Fund from year to year but only so long as such
continuance is specifically approved at least annually by (a) a majority of the
independent Trustees, cast in person at a meeting called for the purpose of
voting on such approval, and (b) either a vote of the Board of Trustees or a
majority of the outstanding voting shares of the Fund. Each investment
management agreement also provides that it may, on 60 days' notice, be
terminated at any time without penalty by the Board of Trustees, by majority
vote of the outstanding voting shares of the Fund, or by John Hancock. Each
investment management agreement automatically terminates in the event of its
assignment.

B-3

Appendix C

FURTHER INFORMATION ABOUT JOHN HANCOCK, WELLINGTON
MANAGEMENT AND T. ROWE PRICE

JOHN HANCOCK

John Hancock, John Hancock Place, Boston, Massachusetts 02117, is a life
insurance company chartered in Massachusetts in 1862. It is authorized to
transact a life insurance and annuity business in all fifty states. John Hancock
began selling variable annuity contracts in 1971 and variable life insurance
policies in 1993. Its Accounts owned Trust shares representing ____% of the net
assets of the Trust on July 25, 2002. Signator Investors, Inc., a company
affiliated with John Hancock, acts as "principal underwriter" of the Trust's
shares pursuant to an Underwriting and Indemnity Agreement, dated May 1, 1997,
to which John Hancock and the Trust are parties. Under that agreement, Signator
Investors, Inc. collects no additional charges or commissions in connection with
its duties as principal underwriter.

John Hancock is managed by its Board of Directors. The business address of
all directors and executive officers of John Hancock is John Hancock Place,
Boston, Massachusetts 02117.

The directors and executive officers of John Hancock are as follows:

Directors Principal Occupation
- --------- --------------------

David F. D'Alessandro Chairman of the Board, President and Chief Executive Officer, John Hancock
Foster L. Aborn Director, formerly Vice Chairman of the Board and Chief Investment Officer,
John Hancock
Wayne A. Budd Executive Vice President and General Counsel, John Hancock
John M. Connors, Jr. Chairman and Chief Executive Officer and Director, Hill, Holliday, Connors,
Cosmopoulos, Inc. (advertising)
John M. DiCiccio Executive Vice President and Chief Investment Officer, John Hancock
Robert E. Fast Senior Partner, Hale and Dorr (law firm)
Kathleen F. Feldstein President, Economic Studies, Inc. (economic consulting).
Thomas P. Glynn Chief Operating Officer, Partners HealthCare System, Inc. (health care)
Michael C. Hawley Retired Chairman and Chief Executive Officer, The Gillette Company (razors,
etc.)
Edward H. Linde President and Chief Executive Officer, Boston Properties, Inc. (real estate)
Judith A. McHale President and Chief Operating Officer, Discovery Communications, Inc.
(multimedia communications)
R. Robert Popeo Chairman, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo (law firm)
Richard F. Syron Chairman, President and Chief Executive Officer, Thermo Electron Corp.
(scientific and industrial instruments)
Robert J. Tarr, Jr. Formerly Chairman, President and Chief Executive Officer, HomeRuns.com
(online grocer)

Other Executive Officers
- ------------------------
Thomas E. Moloney Senior Executive Vice President and Chief Financial Officer
Michael Bell Senior Executive Vice President - Retail; Founder and Director of Monitor
Company (management consulting)

C-1

Derek Chilvers Executive Vice President; Chairman and Chief
Executive Officer of John Hancock International
Holdings, Inc.
Maureen R. Ford Executive Vice President; Chairman and Chief
Executive Officer of John Hancock Funds, Inc.
Barry J. Rubenstein Vice President, Counsel and Secretary
Robert F. Walters Executive Vice President and Chief Information
Officer

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

Michele G. Van Leer Chairman of the Board of Trustees of the Trust
Kathleen F. Driscoll President and Vice Chairman of the Board of
Trustees of the Trust
Raymond F. Skiba Treasurer of the Trust
Karen Q. Visconti Secretary of the Trust
Jude Curtis Compliance Officer of the Trust

The following table contains information concerning funds managed by John
Hancock that have an investment objective similar to the Funds:

- -------------------------------------------------------------------------------------------------------------------------
Proposal - Affected Fund Comparable Fund*
---------------------------------------------------------------------------------------
Name Fee Schedule Net Assets at 12/31/01
(as a % of Average Net Assets) (000's omitted)
=========================================================================================================================

4 - Large Cap Growth Large Cap Value .75% of all net assets $ 260,646

Large Cap Value CORE .75% of first $50 million; $ 60,832
Net Assets at 5/31/02 .65% of next $150 million;
(000's omitted) - $__________ .60% above $200 million

Large Cap Aggressive Growth 1.00% of first $10 million; $ 39,738
.875% of next $10 million;
.75% above $20 million

Growth & Income .71% of first $150 million; $ 2,476,319
.69% of next $150 million;
.67% above $300 million
- -------------------------------------------------------------------------------------------------------------------------
5 - Small/Mid Cap CORE Small/Mid Cap Growth 1.00% of first $50 million; $ 185,232
.95% of next $150 million;
Net Assets at 5/31/02 .90% above $200 million
(000's omitted) - $__________
- -------------------------------------------------------------------------------------------------------------------------

* Funds listed are series of the John Hancock Variable Series Trust I. This is
the only mutual fund for which John Hancock serves as an investment manager.

C-2

WELLINGTON MANAGEMENT COMPANY, LLP

Wellington Management Company, LLP ("Wellington Management") is a
Massachusetts limited liability partnership, which is owned entirely by its 74
partners, all of whom are full-time professional members of the firm. Its
partners are:
Kenneth L. Abrams John H. Gooch Phillip H. Perelmuter
Nicholas C. Adams Nicholas P. Greville Robert D. Rands
Rand L. Alexander Paul J. Hamel Eugene E. Record, Jr.
Deborah L. Allinson Lucius T. Hill, III James A. Rullo
Steven C. Angeli Jean M. Hynes John R. Ryan
James H. Averill Paul D. Kaplan Joseph H. Schwartz
John F. Averill Lorraine A. Keady James H. Shakin
Karl E. Bandtel John C. Keogh Theodore E. Shasta
Mark J. Beckwith George C. Lodge, Jr. Binkley C. Shorts
James A. Bevilacqua Nancy T. Lukitsh Scott E. Simpson
Kevin J. Blake Mark T. Lynch Trond Skramstad
William N. Booth Mark D. Mandel Stephen A. Soderberg
Michael J. Boudens Christine S. Manfredi Eric Stromquist
Paul Braverman Earl E. McEvoy Brendan J. Swords
Robert A. Bruno Duncan M. McFarland Harriett Tee Taggart
Maryann E. Carroll Paul M. Mecray III Perry M. Traquina
William R.H. Clark Matthew E. Megargel Gene R. Tremblay
Pamela Dippel James N. Mordy Mary Ann Tynan
Scott M. Elliot Diane C. Nordin Nilesh P. Undavia
Robert L. Evans Stephen T. O'Brien Clare Villari
David R. Fassnacht Andrew S. Offit Ernst H. von Metzsch
Lisa D. Finkel Edward P. Owens James L. Walters
Mark A. Flaherty Saul J. Pannell Kim Williams
Charles T. Freeman Thomas L. Pappas Itsuki Yamashita
Laurie A. Gabriel Jonathan M. Payson

The managing partners of Wellington Management are Laurie A. Garbiel,
Duncan M. McFarland and John R. Ryan. Stephen T. O'Brien, Partner will have
primary responsibility for the portion of the Small Cap Value Fund managed by
Wellington Management. All of the partners can be reached at the Firm's
principal business address, 75 State Street, Boston Massachusetts 02109.

The following table contains information concerning funds managed by
Wellington Management that have investment objectives similar to those of the
SMALL CAP VALUE FUND:

- -------------------------------------------------------------------------------------------------------------------------
Proposal - Affected Fund Comparable Funds*
---------------------------------------------------------------------------------------
Name Fee Schedule Net Assets at 6/30/02
(as a % of Average Net Assets) (000's omitted)
- -------------------------------------------------------------------------------------------------------------------------

3A - Small Cap Value CUNA Ultra Series: Mid-Cap .60% on all assets* $25 million
Net Assets at 5/31/02 Stock Fund (Small Cap Value
(000's omitted) - $__________ Portfolio)
---------------------------------------------------------------------------------------
MEMBERS Mid-Cap Fund (Small .60% on all assets* $8 million
Cap Vaule Portfolio)
---------------------------------------------------------------------------------------
DIA Special Equity Fund .45% on first $200 million $255 million
(Small Cap Value .375% over $200 million
Portfolio)
- -------------------------------------------------------------------------------------------------------------------------

* Subject to a minimum annual fee of $100,000.

C-3

T. ROWE PRICE GROUP, INC.

T. Rowe Price Group's Board of Directors and executive officers are as follows:

Name Principal Occupation
---- --------------------

George A. Roche Chairman of the Board and President; President and
Chairman of the Board, T. Rowe Price; Director,
Price-International
James S. Riepe Vice Chairman of the Board; Director, T. Rowe
Price; Director, Price-International
M. David Testa Vice Chairman of the Board, Chief Investment
Officer and Director, T. Rowe Price; Director,
Price-International
D. William J. Garrett Director; Former Chief Executive Robert Fleming
Holdings Limited
James H. Gilliam, Jr. Director; Attorney, Private Investor, and
Consultant
Donald B. Hebb, Jr. Managing General Partner of ABS Capital Partners
Richard L. Menschel Limited Partner of Goldman Sachs Group L.P.
Anne Marie Whittemore Partner of the law firm of McGuire, Woods, Battle &
Booth
William T. Reynolds Director, Director, T. Rowe Price
Brian C. Rogers Director, Vice President, T. Rowe Price
Henry H. Hopkins Director, Vice President, T. Rowe Price; Vice
President, Price-International
James A. C. Kennedy Director; Director, T. Rowe Price
Edward C. Bernard Director; Director, T. Rowe Price
John H. Laporte, Jr. Director, Vice President, T. Rowe Price
Martin G. Wade Director,;Vice President, T. Rowe Price; Director
and Chairman of the Board, Price International
Cristina Wasiak Chief Financial Officer and Vice President; Chief
Financial Officer and Vice President, T. Rowe Price

The business address for the directors of T. Rowe Price is 100 East Pratt
Street, Baltimore, MD 21202.

T. ROWE PRICE ASSOCIATES, INC.

T. Rowe Price Associates, Inc. is a wholly-owned subsidiary of T. Rowe
Price Group. Its Board of Directors and executive officers are as follows:

Name Principal Occupation
---- --------------------
George A. Roche See above
M. David Testa See above
Edward C. Bernard See above
James A.C. Kennedy See above
William T. Reynolds See above
James S. Riepe See above
Cristina Wasiak See above
C-4

The following table contains information concerning funds managed by T. Rowe
Price that has an investment objective similar to that of the Small Cap Value
Fund:

- --------------------------------------------------------------------------------------------------------------------------
Proposal - Affected Fund Comparable Funds
---------------------------------------------------------------------------------------
Name Fee Schedule* Net Assets at
(as a % of Average Net Assets) 12/31/01
(000's omitted)
==========================================================================================================================

3B - Small Cap Value Manufacturers Investment
Net Assets at 5/31/00 Trust - Small Company Value .60% on first $500 Million $102,371
(000's omitted) Trust* .55% above $500 Million
---------------------------------------------------------------------------------------
MassMutual Institutional .60% on first $500 Million $2
Funds - MassMutual Small .55% above $500 Million (inception 12/31/01)
Company Value Fund
---------------------------------------------------------------------------------------
Northwestern Mutual Series .60% on all assets $20,678
Fund, Inc. - T. Rowe Price
Small Cap Value Stock Fund
---------------------------------------------------------------------------------------
T. Rowe Price Small-Cap .35% (individual fee) $2,037,327
Value Fund, Inc. .32% (group fee)**
- --------------------------------------------------------------------------------------------------------------------------

*T. Rowe Price has voluntarily agreed to waive a portion of its sub-advisory
fees for certain registered investment companies where it serves as subadviser.
The fee reduction is based on the combined asset level of the subadvised
portfolios, and ranges between 0% - 10% of the total subadvisory fees paid.

** For its services to each investment company as an investment adviser (or
sub-adviser) that is sponsored and managed by T. Rowe Price ("Price Funds"), T.
Rowe Price is paid a advisory fee consisting of two elements: a "group" fee and
an "individual" fund fee. The "group" fee varies based on the combined net
assets of certain Price Funds distributed by T. Rowe Price Investment Services,
Inc. (excluding T. Rowe Price Index Trust, T. Rowe Price Spectrum Funds and any
institutional and private label mutual funds) (the "Combined Price Funds"). Each
such investment company pays, as a portion of the "group" fee, an amount equal
to the ratio of its daily net assets to the daily net assets of all the Combined
Price Funds. In addition to the group fee, each investment company pays a flat
"individual" fund fee based on its net assets. The table below sets forth the
current "group" fee at various asset levels of the Combined Price Funds.

T. Rowe Price Group Fee Schedule
--------------------------------
.480% first $1 billion
.450% next $1 billion
.420% next $1 billion
.390% next $1 billion
.370% next $1 billion
.360% next $2 billion
.350% next $2 billion
.340% next $5 billion
.330% next $10 billion
.320% next $10 billion
.310% next $16 billion
.305% next $30 billion
.300% next $40 billion
295% thereafter

C-5

Appendix D

John Hancock's Calculation of Average Total Fund Expenses and Analysis of
Peer- Relative Performance Consistency

Proposal 4 - Large Cap Growth Fund

Calculation of Average Total Fund Expenses. John Hancock selected all insurance
company separate accounts listed within the Morningstar Large Cap Growth
investment categories. It next selected all accounts in these investment
categories investing in insurance funds that were both (i) "actively" managed
(i.e., no index funds) and (ii) of a comparable size to the Large Cap Growth
Fund (i.e., less than $1 billion of assets). This resulted in a universe of
1,835 large cap growth accounts, which John Hancock averaged on a simple average
basis (i.e., unweighted by asset size) based on Morningstar data provided as of
March 31, 2002.

Analysis of Peer-Relative Performance Consistency. Because the Morningstar Large
Cap Growth investment category does not provide peer-relative trailing period
analysis for funds used with variable insurance products, John Hancock used the
Russell/Mellon Growth Equity Accounts performance universe for its analyis of
performance relative to peers. Managers in this universe have an investment
style that seeks to identify companies with above-average earnings growth
prospects. In general, two basic categories of securities are owned: (1)
companies with consistent above-average historical and prospective profitability
and growth and (2) those expected to generate above-average near-term earnings
momentum based upon company, industry, or economic factors. In the latter,
securities may not have exhibited above-average historical growth but are
expected to do so over the near future. These managers are willing to pay
above-market multiples for the superior growth rate/profitability they
anticipate. Other typical characteristics of this style include: (1) emphasis on
consumer service, health care, and technology stocks; and light weightings in
deep cyclicals and defensive stocks; (2) dividend yield is frequently well below
market averages; (3) valuation statistics frequently are above market averages;
(4) volatility of returns is above that of the market, and beta is frequently
above 1.00. Russell Mellon data used was as of March 30, 2002. The universe
represented $43 billion in assets and 90 portfolios.

Proposal 5 - Small/Mid Cap CORE Fund

Calculation of Average Total Fund Expenses. John Hancock selected all insurance
company separate accounts listed within the Morningstar Small Cap Blend and Mid
Cap Blend investment categories. It next selected all Small Cap Blend and Mid
Cap Blend accounts investing in insurance funds that were both (i) "actively"
managed (i.e., no index funds) and (ii) of a comparable size to the Small/Mid
Cap CORE Fund (i.e., less than $100 million of assets). This resulted in a
universe of 135 small cap blend accounts and 173 mid cap blend accounts. The
"total" fund expenses for each category were separately averaged on a simple
average basis (i.e., unweighted by asset size) and, finally, the average total
fund expenses for the two categories were averaged on a simple average basis.
John Hancock bases its calculations on Morningstar data provided as of March 31,
2002.

Analysis of Peer-Relative Performance Consistency. Because the Morningstar Small
Cap Blend and Mid Cap Blend investment categories do not provide peer-relative
trailing period analysis for funds used with variable insurance products, John
Hancock used the Russell/Mellon Small/Mid Cap Equity Accounts performance
universe for its analyis of performance relative to peers. Managers in this
universe focus on small/medium and small capitalization stocks in the US
equity market. Criteria for inclusion in the universe include: (1) no more than
20% of the dollar-weighted holdings are in stocks with capitalizations of
medium, medium/large and large cap; (2) 30% to 60% of the dollar-weighted
holdings are in stocks with capitalizations of small cap; and (3) 80% of the
dollar weighted holdings are in the combined small and medium/small
capitalization tiers. Russell Mellon data used was as of March 30, 2002. The
universe represented $4 billion in assets and 25 portfolios.

D-1

Appendix E

CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS

As a matter of fundamental policy, no Fund will:

(1) Purchase real estate or any interest therein, except through the
purchase of corporate or certain government securities (including securities
secured by a mortgage or a leasehold interest or other interest in real estate).
A security issued by a real estate or mortgage investment trust or an interest
in a pool of real estate mortgage loans is not treated as an interest in real
estate. Investments of the type permitted in the Real Estate Equity Fund are not
deemed interests in real estate for the purposes of this restriction.

(2) Make loans, other than through the acquisition of obligations in
which the Fund may invest consistent with its objective and investment policies,
except that each Fund may lend portfolio securities not having a value in excess
of 33 1/3% of the Fund's total assets.

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

(A) the Equity Index, Large Cap Value, Large Cap Growth, Large
Cap Value CORE, Large Cap Aggressive Growth, Fundamental Value, Multi
Cap Growth, Fundamental Growth, Small Cap Value, Small/Mid Cap Growth,
Small/Mid Cap CORE, Small Cap Equity, Small Cap Growth, International
Equity Index, International Opportunities, International Opportunities
B, Emerging Markets Equity, Health Sciences, Managed, Global Balanced,
Short-Term Bond, Bond Index, High Yield Bond and Global Bond Funds may

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

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

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

(B) with respect to the Equity Index, Large Cap Value, Large Cap
Value CORE, Large Cap Aggressive Growth, Fundamental Value, Multi Cap
Growth, Fundamental Growth, Small/Mid Cap CORE, Small/Mid Cap Growth,
Small Cap Equity, Small Cap Value, Small Cap Growth, International
Equity Index, International Opportunities, International Opportunities
B, Emerging

E-1

Markets Equity, Health Sciences, Managed, Global Balanced, Short-Term
Bond, Bond Index, Active Bond, High Yield Bond, and Global Bond Funds,
forward foreign exchange contracts, forward commitments, and when
issued securities are not deemed to be commodities or commodity
contracts or puts or calls for the purpose of this restriction;

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

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

(ii) enter into futures contracts on securities or market
indexes, or purchase or write put or call options on such futures
contracts, for hedging or speculative (non-hedging) purposes, and
enter into offsetting transactions to close out any positions thus
established; provided that none of these Funds may purchase, sell
or write such futures or options other than for bona fide hedging
purposes if immediately thereafter the Fund's margin deposits on
such non-hedging positions, plus the amount of premiums paid for
outstanding options on futures contracts that are not for bona fide
hedging purposes (less any amount by which any such option is "in
the money" at the time of purchase) exceeds 5% of the market value
of the Fund's net assets;

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

(E) the Equity Index, Large Cap Value, Large Cap Value CORE, Large
Cap Aggressive Growth, Fundamental Value, Multi Cap Growth,
Fundamental Growth, Small/Mid Cap CORE, Small Cap Equity, Small Cap
Value, Small Cap Growth, International Equity Index, International
Opportunities, International Opportunities B, Emerging Markets Equity,
Health Sciences, and Managed, Global Balanced, High Yield Bond, and
Global Bond Funds may purchase or write put or call options on foreign
currencies, may purchase put or call options on securities, and may
enter into closing transactions with respect to any of such options.

(4) Engage in the underwriting of securities of other issuers, except
to the extent the Fund may be deemed an underwriter in selling as part of an
offering registered under the Securities Act of 1933 securities which it has
acquired.

(5) Borrow money, except from banks as a temporary measure where such
borrowings would not exceed 5% of the market value of total assets of the Fund
as of the time each such borrowing is made, or 10% as to the Large Cap Value
CORE, Large Cap Aggressive Growth, Fundamental Value, Fundamental Growth,
Small/Mid Cap CORE, Small Cap Value, International Equity Index, International
Opportunities B, Emerging Markets Equity, Health Sciences, Bond Index, and High
Yield Bond Funds, subject to a non-fundamental policy that none of these Funds
will make additional investments at any time when such borrowings plus any
amounts payable by the Fund under reverse repurchase agreements exceed 5% of
that Fund's total assets.

(6) Except as set forth in the following sentence, neither the Growth
& Income, nor the Large Cap Growth, Real Estate Equity, Managed, Active Bond, or
Money Market Funds may purchase securities which

E-2

are subject to legal or contractual delays in or restrictions on resale. The
Growth & Income, Large Cap Growth, Real Estate Equity, Managed and Active Bond
Funds may, however, purchase restricted securities, including those eligible for
resale to "qualified institutional buyers" pursuant to Rule 144A under the
Securities Act of 1933, subject to a non fundamental restriction limiting all
illiquid securities held by each Fund to not more than 15% of the Trust's net
assets.

(7) Purchase securities on margin, except for short-term credits as
may be necessary for the clearance of purchases or sales of securities, or
effect a short sale of any security. Neither the use of futures contracts as
permitted by restriction (3), above nor the use of option contracts as permitted
by restriction (3) above, shall be deemed to be the purchase of a security on
margin.

(8) Invest for the purpose of exercising control over or management
of any company.

(9) Unless received as a dividend or as a result of an offer of
exchange approved by the Securities and Exchange Commission ("SEC") or of a plan
of reorganization, purchase or otherwise acquire any security issued by an
investment company if the Fund would immediately thereafter own (a) more than 3%
of the outstanding voting stock of the investment company, (b) securities of the
investment company having an aggregate value in excess of 5% of the Fund's total
assets, (c) securities of investment companies having an aggregate value in
excess of 10% of the Fund's total assets, or (d) together with investment
companies having the same investment adviser as the Fund (and companies
controlled by such investment companies), more than 10% of the outstanding
voting stock of any registered closed-end investment company. A real estate or
mortgage investment trust is not considered an investment company. This
restriction (9) does not apply to the Equity Index, Large Cap Value, Large Cap
Value CORE, Large Cap Aggressive Growth, Fundamental Value, Multi Cap Growth,
Fundamental Growth, Small/Mid Cap CORE, Small Cap Equity, Small Cap Value, Small
Cap Growth, Health Sciences, International Opportunities, International
Opportunities B, Emerging Markets Equity, Global Balanced, Bond Index, High
Yield Bond, or Global Bond Funds.

(10) Purchase securities of any issuer, if (a) with respect to 75% of
the market value of its total assets, more than 5% of the Fund's total assets
taken at market value would at the time be invested in the securities of such
issuer, unless such issuer is the United States Government or its agency or
instrumentality, or (b) such purchase would result in more than 10% of the
outstanding voting securities of such issuer being held by the Fund. This
restriction (10) does not apply to the Growth & Income, Large Cap Growth, Large
Cap Aggressive Growth, Multi Cap Growth, Real Estate Equity, Health Sciences,
Managed, Global Balanced, or Global Bond Funds.

(11) Issue senior securities. For the purposes of this restriction,
the following shall not be deemed to be the issuance of a senior security: the
use of futures contracts as permitted by restriction (3), above; the use of
option contracts as permitted by restriction (3), above; or the use of foreign
currency contracts.

The Equity Index, Large Cap Value, Large Cap Value CORE, Large Cap
Aggressive Growth, Fundamental Value, Multi Cap Growth, Fundamental Growth,
Small/Mid Cap Growth, Small/Mid Cap CORE, Small Cap Equity, Small Cap Value,
Small Cap Growth, International Equity Index, International Opportunities,
International Opportunities B, Emerging Markets Equity, Global Balanced,
Short-Term Bond, Bond Index, Active Bond, High Yield Bond, and Global Bond Funds
will not purchase the securities of issuers conducting their principal business
activity in the same industry if, immediately after such purchase, the value of
the Fund's investments in such industry would exceed 25% of its total assets
taken at market value. For the purpose of this restriction, telephone, water,
gas and electric public utilities are each regarded as separate industries, and
wholly-owned finance companies are considered to be in the industry of their
parents if their activities are primarily related to financing the activities of
their parent. In conformity with its understanding of current interpretations of
the Investment Company Act by the staff of the SEC, the Trust, as a
non-fundamental policy, interprets this limitation not to apply to securities
issued by the Federal government, or state and local governments within the
U.S., or political subdivisions thereof; but this exception does not

E-3

apply to securities of foreign government entities. If these interpretations
change, however, the Trust may modify its practices to conform to such changes.

For purposes of any restrictions or limitation to which the Trust is
subject, no Fund, by entering into any futures contract or acquiring or writing
any option thereon or on any security or market index, shall be deemed:

(i) to have acquired or invested in any securities of any exchange or
clearing corporation for any such instrument or

(ii) to have acquired or invested in any debt obligations or in any
stocks comprising indexes on which such instrument is based, but which the Fund
does not hold directly in its portfolio.

E-4

JOHN HANCOCK
VARIABLE SERIES TRUST I

THIS VOTING INSTRUCTION FORM IS SOLICITED ON BEHALF OF
THE TRUSTEES
FOR THE SPECIAL MEETING OF SHAREHOLDERS-SEPTEMBER 25, 2002-11:00 A.M. EASTERN
TIME,
197 CLARENDON STREET, BOSTON, MASSACHUSETTS

[FUND NAME PRINTS HERE]
[INSURANCE COMPANY/SEPARATE ACCOUNT NAME PRINTS HERE]

This voting instruction card is solicited in connection with the Special Meeting
of the Shareholders of the John Hancock Variable Series Trust I for the specific
fund referenced above ("Fund"), to be held at the offices of John Hancock Life
Insurance Company, 197 Clarendon Street, Boston, Massachusetts, 11:00 A.M.
Eastern Time on September 25, 2002, and at any adjournment thereof ("Meeting").
This voting instruction card, when properly executed, authorizes and directs the
above referenced Insurance Company to vote the Fund shares attributable to the
interest of the contract owner(s) signing below in the manner directed herein
with respect to the matters described in the Notice and accompanying Proxy
Statement for the Meeting and revokes all prior voting instruction cards. If you
do not return this voting instruction card, the Insurance Company will vote the
Fund shares attributable to your interest in the above-referenced Separate
Account for, against, or abstaining, in the same proportions as the shares for
which voting instructions have been received from other contract owners
investing in this Fund through the Separate Account. IF THIS VOTING INSTRUCTION
CARD IS SIGNED AND RETURNED, BUT DOES NOT GIVE VOTING INSTRUCTIONS, IT WILL BE
VOTED FOR THE APPROVAL OF EACH PROPOSAL CONCERNING THE FUND, AS DESCRIBED IN THE
---
ACCOMPANYING PROXY STATEMENT.

DATED: ______________________, 2002

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

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

- --------------------------------------------------------------------------------
Signature(s)

NOTE: Signature(s) should agree with the name(s) printed hereon. When signing as
administrator, trustee, plan sponsor or guardian, please give your full name as
such. If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.

Cards 1

PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE
ENCLOSED ENVELOPE.
Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT YOU VOTE "FOR" EACH
PROPOSAL.

- ------------------------------------------------------------------------------------------------------------------------------------
Proposal For Against Abstain Proposal
- ------------------------------------------------------------------------------------------------------------------------------------

1A. ALL FUNDS. To change fundamental investment restriction on real estate 1A
- ------------------------------------------------------------------------------------------------------------------------------------
1B. ALL FUNDS. To change fundamental investment restriction on loans 1B
- ------------------------------------------------------------------------------------------------------------------------------------
1C. ALL FUNDS. To change fundamental investment restriction on commodities and put and call options 1C
- ------------------------------------------------------------------------------------------------------------------------------------
1D. ALL FUNDS. To change fundamental investment restriction on borrowing money 1D
- ------------------------------------------------------------------------------------------------------------------------------------
1E. ALL FUNDS. To delete fundamental investment restriction on purchasing securities on margin and 1E
selling securities short
- ------------------------------------------------------------------------------------------------------------------------------------
1F. ALL FUNDS.To delete fundamental investment restriction on issuing senior securities 1F
- ------------------------------------------------------------------------------------------------------------------------------------
1G. ALL FUNDS. To delete fundamental investment restriction on investing for "control" 1G
- ------------------------------------------------------------------------------------------------------------------------------------
1H. SELECTED FUNDS To delete fundamental investment restriction on purchasing "illiquid" 1H
investments
- ------------------------------------------------------------------------------------------------------------------------------------
1I. SELECTED FUNDS To delete fundamental investment restriction on purchasing securities issued by 1I
other investment companies.
- ------------------------------------------------------------------------------------------------------------------------------------
1J. SELECTED FUNDS To delete fundamental investment restriction on diversification of investments 1J
- ------------------------------------------------------------------------------------------------------------------------------------
1K. MONEY MARKET FUND ONLY. To add authority to concentrate investments in U.S. banking industry 1K
- ------------------------------------------------------------------------------------------------------------------------------------
2. ALL FUNDS. To approve a "manager of managers" arrangement and delete the need for 2
shareholder approval of the retention or termination of sub-investment managers
- ------------------------------------------------------------------------------------------------------------------------------------
3. SMALL CAP VALUE FUND ONLY. To approve a multi-manager arrangement that entails:
A. a new sub-investment management agreement among the Trust, John Hancock, and Wellington 3A
Management Company, LLP
B. an amendment to the current sub-investment management agreement among the Trust, John 3B
Hancock, and T. Rowe Price Associates, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
4. LARGE CAP GROWTH FUND ONLY. To approve an amendment to the current investment management 4
agreement between the Trust and John Hancock, reflecting an increase in this Fund's investment
advisory fee
- ------------------------------------------------------------------------------------------------------------------------------------
5. SMALL/MID CAP CORE(SM) FUND ONLY. To approve an amendment to the current investment management 5
agreement between the Trust and John Hancock, reflecting an increase in this Fund's investment
advisory fee
- ------------------------------------------------------------------------------------------------------------------------------------

Cards 2