As filed with the Securities and Exchange Commission on Februsry 5, 2001.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-07437
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JOHN HANCOCK DECLARATION TRUST
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK DECLARATION TRUST
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6 (i) (1), or
14a-6 (i) (2) or Item 22(a) (2) or schedule 14A (sent by wire transmission).
[ ] Fee paid previously with preliminary materials.
[X] No fee required.
March 9, 2001
Dear Contract or Certificate Owner:
I am writing to ask you to consider an important matter affecting your annuity
contract or certificate. Some or all of the value of your variable insurance
contract or certificate, issued by either John Hancock Life Insurance Company or
John Hancock Variable Life Insurance Company (the "insurance companies") is
invested in John Hancock V.A. International Fund (the "Fund"). The insurance
companies hold shares of the Fund in separate accounts in order to fund your
annuity payments. For this reason, you have the right to instruct your insurance
company how to vote the shares attributable to your variable insurance contract
or certificate.
As you know, John Hancock Advisers, Inc. serves as your investment adviser. You
may also recall a recent letter from us announcing that Nicholas-Applegate
Capital Management, LP assumed sub-advisory investment management of John
Hancock's international and global equity funds effective December 14, 2000.Your
Fund's Trustees are now asking you to approve a new subadvisory contract among
the Adviser, your Fund and Nicholas-Applegate.
Who is Nicholas-Applegate?
Nicholas-Applegate is a leading investment adviser in the institutional,
subadvisory and managed accounts markets with $35.2 billion in assets under
management as of December 31, 2000. Nicholas-Applegate employs 400 people in
offices in San Diego, New York, San Francisco, Chicago, Amsterdam and Melbourne
Australia. The company has won numerous awards and recognition for the
performance of its international and global equity funds. They have established
an exceptional track record and a solid reputation in managing international and
global equity assets for pension funds and other institutions. We are pleased to
be able to offer this specific expertise to our shareholders.
No Change in Investment Objective and No Increase in Your Fund's Management Fees
Please be assured that this proposal does not signal a change in your Fund's
investment objective. As subadviser, Nicholas-Applegate will continue to invest
your Fund in accordance with its stated investment objective. In addition, the
proposed new subadvisory contract will not increase the management fee that your
Fund pays since the increased subadvisory fee will be borne by the Adviser and
not your Fund.
This proposal has been unanimously approved by your Fund's Board of Trustees,
who believe it will benefit the Fund's shareholders and, indirectly, you and
your fellow holders of variable contracts or certificates based in the Fund. The
proposal is detailed in the enclosed proxy statement, please take the time to
read it thoroughly before voting.
Your Vote Makes a Difference!
No matter what size your investment may be, your vote is critical. I urge you to
review the enclosed materials and to complete, sign and return the enclosed
voting instruction card to the insurance company, which will vote its shares in
the Fund in accordance with your instructions. Your prompt response will help
avoid the need for additional mailings. For your convenience, we have provided a
postage-paid envelope.
If you have any questions or need additional information, please contact your
investment professional or call your John Hancock Service Representative at
1-800-824-0335, Monday through Friday between 8:00 A.M. and 6:00 P.M. Eastern
Time. I thank you for your prompt vote on this matter.
Sincerely,
/s/Maureen R. Ford
------------------
Maureen R. Ford
Vice Chairman and
Chief Executive Officer
Declaration Variable Annuity, Patriot Variable Annuity and Revolution Variable
Annuities are issued by John Hancock Life Insurance company, or its subsidiary
John Hancock Variable Life Insurance Company*, and are distributed by John
Hancock Funds, Inc. 101 Huntington Avenue, Boston, MA 02199-7603, or Signator
Investors, Inc., 200 Clarendon Street, Boston, MA 02117. * Not licensed in New
York.
HALE AND DORR LLP
DRAFT 01/18/01
JOHN HANCOCK V.A. INTERNATIONAL FUND
(a series of John Hancock Declaration Trust)
101 Huntington Avenue
Boston, MA 02199
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 2001
This is the formal agenda for your Fund's special meeting. It tells you, as
contract owners, and the insurance companies that are the owners of the Fund's
shares, what matters will be voted on and the time and place of the meeting, in
case you want to attend in person. The insurance companies will vote their fund
shares as instructed by their contract owners, who are also referred to in the
proxy materials as "shareholders" for this limited purpose.
To the shareholders of John Hancock V.A. International Fund:
A special meeting of shareholders of your Fund will be held at 101 Huntington
Avenue, Boston, Massachusetts on Wednesday, April 25, 2001 at 9:00 a.m., Eastern
time, to consider the following:
1. A proposal to approve a new sub-investment management contract among John
Hancock Advisers, Inc., the Fund and Nicholas-Applegate Capital Management
LP. Your board of trustees recommends that you vote FOR this proposal.
2. Any other business that may properly come before the meeting.
Shareholders of record as of the close of business on February 27, 2001 are
entitled to vote at the meeting and any related follow-up meetings.
Whether or not you expect to attend the meeting, please complete and return the
enclosed proxy card (voting instruction card). Please take a few minutes to vote
now.
By order of the board of trustees,
Susan S. Newton
Secretary
March 9, 2001
PROXY STATEMENT OF
JOHN HANCOCK V.A. INTERNATIONAL FUND
(a series of John Hancock Declaration Trust)
This proxy statement contains the information you should know before voting on
the proposals as summarized below.
Your Fund will furnish without charge a copy of its most recent semi-annual and
annual report to any shareholder upon request. Shareholders who want to obtain a
copy of these reports should direct all written requests to the attention of the
Fund, 101 Huntington Avenue, Boston, Massachusetts 02199 or call John Hancock
Funds at 1-800-824-0335.
INTRODUCTION
This proxy statement is being used by the board of trustees of your Fund to
solicit proxies to be voted at a special meeting of shareholders of your Fund.
This meeting will be held at the principal executive offices of the Fund, 101
Huntington Avenue, Boston, Massachusetts on Wednesday, April 25, 2001 at 9:00
a.m., Eastern time. The purpose of the meeting is to consider:
1. A proposal to approve a new sub-investment management contract among
John Hancock Advisers, Inc., the Fund and Nicholas-Applegate Capital
Management LP.
2. Any other business that may properly come before the meeting.
This proxy statement and the proxy card (voting instruction card) are being
mailed to insurance companies and contract holders on or about March 9, 2001.
Who is Eligible to Vote?
Shareholders of record on February 27, 2001 are entitled to attend and vote on
each proposal at the meeting or any adjourned meeting. This means that the
insurance companies that were shareholders of record on February 27, 2001 will
vote shares of the fund in accordance with the contract holders' voting
instructions for shares held in contract holders' accounts on that date. Each
share is entitled to one vote. If you sign a voting instruction card, but do not
fill in a vote, your shares will be voted "for" the proposals. If any other
business comes before the meeting, contract holders' shares will be voted at the
discretion of the insurance companies or the persons names as their proxies.
PROPOSAL 1
APPROVAL OF A NEW
SUB-INVESTMENT MANAGEMENT CONTRACT
John Hancock Advisers, Inc. (the "adviser") serves as your Fund's investment
adviser and is responsible for providing the Fund with a continuous investment
program under an investment management contract dated August 29, 1996 (the
"management contract"). The management contract was most recently approved by
the shareholders of the Fund at a meeting for that purpose held on August 29,
1996. Indocam International Investment Services ("IIIS") previously served as
investment subadviser for the Fund under a sub-investment management contract
("a previous subadvisory contract"). Under the previous subadvisory contract,
IIIS, subject to the review of the board of trustees and the overall supervision
of the adviser, provided the Fund with investment advice.
At a meeting of your Fund's trustees held on December 12, 2000, the trustees,
including all of the independent trustees (those who are not "interested
persons" as defined in the Investment Company Act of 1940, as amended (the "1940
Act")), unanimously approved and voted to:
o terminate the previous subadvisory contract effective December 14,
2000, and enter into an interim sub-investment management contract
with Nicholas-Applegate Capital Management LP
("Nicholas-Applegate"), with substantially the same terms as the
previous subadvisory contract, except for the effective and
termination dates and certain other non-material changes, (the
"interim subadvisory contract");(1) and
o recommend that shareholders of the Fund approve a new subadvisory
contract (the "proposed subadvisory contract") between the adviser,
the Fund and Nicholas-Applegate. The form of proposed subadvisory
contract is attached to this proxy statement as Exhibit A.
Nicholas-Applegate currently serves as interim subadviser to the Fund under the
interim subadvisory contract. If your Fund's shareholders approve the proposed
subadvisory contract, Nicholas-Applegate will continue to serve as subadviser to
your Fund under the terms of the contract described below, a form of which is
attached to this proxy statement as Exhibit A. As subadviser, Nicholas-Applegate
provides the Fund with advice and recommendations regarding the Fund's
investments as well as ongoing economic, financial and political information,
research and assistance concerning international markets.
The increase in subadvisory fees payable under the proposed subadvisory contract
will be borne by the adviser and not by the Fund. As with IIIS under the
previous subadvisory contract, the adviser will be solely
- ----------
(1) The merger between Nicholas-Applegate and Allianz of America, Inc.
("Allianz") was still pending at the time the Fund entered into the interim
subadvisory contract. Because the consummation of that merger constituted an
"assignement" under the 1940 Act, its consummation resulted in the automatic
termination of the interim Subadvisory Contract. Accordingly, the Board also
unanmiously approved and voted to enter into a second interim subadvisory
contract for the Fund among the adviser and Nicholas-Applegate (the "second
interim subadvisory contract") upon the consummation of the merger. The second
interim subadvisory contract is substantially identical to the first interim
subadvisory contract, except for the effective and termination dates, the notice
provision, certain escrow provisions required by Rule 15a-4 under the 1940 Act,
and certain other changes found by the trustees to be immaterial. Consequently,
upon the closing of the merger between Nicholas-Applegate and Allianz on January
31, 2001, the interim advisory agreement terminated and the adviser entered into
the second interim advisory agreement, which is currently in effect. For more
information regarding the merger, Nicholas-Applegate and Allianz, see "About
Nicholas-Applegate Capital Management" below.
responsible for paying the proposed subadvisory fee to Nicholas-Applegate. The
investment management fees payable by the Fund to the adviser under the
management contracts will not change.
For a summary of the trustees' rationale for recommending that shareholders vote
to hire Nicholas-Applegate, see "Analysis of Proposal and Review of Trustees"
below.
About Nicholas-Applegate Capital Management
Nicholas-Applegate currently serves as interim subadviser to the Fund under the
interim subadvisory contract. Nicholas-Applegate is a California limited
partnership founded in 1984 which provides investment advice to private accounts
of institutional and individual clients, private investment companies, and to
other mutual funds. Total assets under management by Nicholas-Applegate as of
December 31, 2000 were approximately $32 billion.
The sole general partner of Nicholas-Applegate is MacIntosh LLC, a Delaware
limited liability company whose principal offices are located at 777 San Marin
Drive, Novato, California 94998. MacIntosh LLC is owned and controlled by
Allianz of America, Inc. ("Allianz"). Allianz is a holding company that owns
several insurance and financial services companies and is a wholly owned
subsidiary of Allianz AG. Allianz AG is a German Aktiengesellschaft, a German
publicly traded company, which, together with its subsidiaries, is one of the
world's leading financial services companies (the "Allianz Group"). The Allianz
Group is a leading provider of financial services and is represented in 77
countries worldwide through subsidiaries, branch and representative offices, and
other affiliated entities. The Allianz Group (including Nicholas-Applegate)
currently has assets under management of approximately $690 billion, and in its
last fiscal year wrote approximately $50 billion in gross insurance premiums.
Operationally, Nicholas-Applegate is a unit of Allianz Asset Management, the
division of Allianz AG that coordinates its global asset management activities.
On January 31, 2001, Nicholas-Applegate merged with Allianz and certain other
affiliated parties, and Allianz acquired all of the partnership interests in
Nicholas-Applegate (the "merger"). Before the merger, the sole limited partner
of Nicholas-Applegate was Nicholas-Applegate Capital Management Global Holding
Co. LP, and the sole general partner of Nicholas-Applegate was
Nicholas-Applegate Capital Management Holdings LP.
Nicholas-Applegate is located at 600 West Broadway, San Diego California 92101.
Allianz is located at 55 Green Farms Road, P.O. Box 5160, Westport, Connecticut
06881. Allianz AG is located at Koeniginstrasse 28, D-80802, Munich, Germany.
The following table lists each fund currently managed or subadvised by
Nicholas-Applegate with an investment objective similar to the Fund, as well as
the size of each such fund and the fee rate payable to Nicholas-Applegate.
- --------------------------------------------------------------------------------
Fund Fee Rate
Assets* (% of average
Fund (millions) daily net assets)
- --------------------------------------------------------------------------------
Nicholas-Applegate Institutional Funds: $268.7 1.00%**
International Core Growth Fund (Management fee)
Nicholas-Applegate Institutional Funds: $230.8 1.00%**
International Small Cap Growth Fund (Management fee)
Nicholas-Applegate Institutional Funds: $130.1 1.00%**
Worldwide Growth Fund (Management fee)
Accessor Funds: International Equity Fund $189.4 0.20%
(Subadvisory fee)
Activa Mutual Fund Trust: Activa $27.5 0.65%
International Fund (Subadvisory fee)
Enterprise Funds: International Core $2.4 0.54%
Growth Portfolio (Subadvisory fee)
Pilgrim Funds: International Small Cap $652.2 0.50%
(Subadvisory fee)
Pacific Century Funds: International Core $104.0 0.62%
Growth Fund (Subadvisory fee)
John Hancock International Equity Fund $8.2 0.495%***
(Subadvisory fee)
John Hancock Global Fund $135.4 0.44%***
(Subadvisory fee)
John Hancock International Fund $26.2 0.55%***
(Subadvisory fee)
Talvest Small Cap International $98.6 0.85%
(Subadvisory fee)
- ----------
* As of December 31, 2000.
** Through the fiscal year ending March 31, 2001, Nicholas-Applegate has
contractually agreed to waive or defer its management fees and to pay other
operating expenses otherwise payable by the above-referenced fund so as to limit
the fund's total operating expenses as set forth below, subject to possible
later reimbursement during a three year period. Nicholas-Applegate may not amend
the fee waiver agreement without the consent of the applicable fund.
International Core Growth: Class I - 1.40%; Class R - 1.65%
International Small Cap Growth: Class I - 1.40%; Class R - N/A
Worldwide Growth: Class I - 1.35%; Class R - N/A
*** This fee is temporary and will increase if the fund's shareholders
approve a proposed subadvisory contract with Nicholas-Applegate, for
which the fund currently is seeking shareholder approval.
The principal executive officers and members of the executive committee of
Nicholas-Applegate are listed below, along with their principal occupations. The
executive committee of Nicholas-Applegate exercises substantially all of the
governance powers of Nicholas-Applegate and serves as the functional equivalent
of a board of directors.
- --------------------------------------------------------------------------------
Name* Principal Occupation
- --------------------------------------------------------------------------------
Arthur E. Nicholas Managing Partner
(Executive Committee Member)
- --------------------------------------------------------------------------------
John J.P. McDonnell Chief Operating Officer
(Executive Committee Member)
- --------------------------------------------------------------------------------
Catherine Somhegyi Nicholas Chief Investment Officer
(Executive Committee Member)
- --------------------------------------------------------------------------------
Eric S. Sagerman Head of Global Marketing
(Executive Committee Member)
- --------------------------------------------------------------------------------
* The business address of each person listed is 600 West Broadway, San Diego
California 92101.
About IIIS
IIIS is organized under the laws of France and is a wholly owned subsidiary of
Indocam, the asset management affiliate of Credit Agricole, a French banking
group. Indocam is an indirect subsidiary of certain holding companies of Caisse
Nationale de Credit Agricole ("CNCA"), one of the largest financial and
industrial groups in Europe. As of December 31, 2000, IIIS and its affiliates
had approximately $150 billion in assets worldwide. The address of IIIS is 90
Boulevard Pasteur, Paris, France 75015.
About the Adviser
The adviser is a wholly owned subsidiary of The Berkeley Financial Group, Inc.
("The Berkeley Group"), which is a wholly owned subsidiary of John Hancock
Subsidiaries, Inc., which is a wholly owned subsidiary of John Hancock Life
Insurance Company (the "Insurance Company"). The adviser currently has more than
$30 billion in assets under management in its capacity as investment adviser to
the Fund and other funds in the John Hancock Group of Funds as well as other
institutional accounts.
The principal executive officer and the directors of the adviser are listed
below, along with their principal occupations.
- --------------------------------------------------------------------------------
Name and Address Principal Occupation
- --------------------------------------------------------------------------------
Stephen L. Brown Chairman and Director of John Hancock Financial
Director Services, Inc., John Hancock Life Insurance Company
John Hancock Place (the Insurance Company) (CEO until June 2000),
P.O. Box 111 Chairman and Director of John Hancock Advisers,
Boston, MA 02199 Inc. (the adviser), John Hancock Funds, Inc. (John
Hancock Funds), The Berkeley Group; Director of
John Hancock Subsidiaries, Inc., John Hancock
Signature Services, Inc. (Signature Services)
(until January 1997); John Hancock Insurance
Agency, Inc.; (Insurance Agency), (until May 1999);
Independence Investment Associates, Inc.,
Independence International Associates, Inc,,
Independence Fixed Income Associates, Inc.;
Insurance Marketplace Standards Association,
Committee for Economic Development, Ionics, Inc.
(since June 2000), Aspen Technology, Inc. (since
June 2000).
- --------------------------------------------------------------------------------
Maureen R. Ford President, Broker/Dealer Distributor, the Insurance
Director Company; Vice Chairman, Director, President and
101 Huntington Avenue Chief Executive Officer of The Berkeley Group and
Boston, MA 02199 the adviser; Vice Chairman, Director and Chief
Executive Officer of John Hancock Funds; Chairman,
Director and President of Insurance Agency;
Chairman, Director and Chief Executive Officer of
Sovereign Asset Management Corporation (SAMCorp.);
Senior Vice President of MassMutual Insurance Co.
(until 1999).
- --------------------------------------------------------------------------------
David F. D'Alessandro President, Chief Executive Officer and Director of
Director John Hancock Financial Services, Inc. and the
John Hancock Place Insurance Company; Director of Insurance Agency,
P.O. Box 111 The Berkeley Group, the adviser and John Hancock
Boston, MA 02117 Funds; Chairman and Director of John Hancock
Variable Life Insurance Company; Director of John
Hancock Subsidiaries, Inc.; Director of Signature
Services (until January 1997).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name and Address Principal Occupation
- --------------------------------------------------------------------------------
John M. DeCiccio Executive Vice President and Chief Investment
Director Officer of John Hancock Financial Services, Inc.
John Hancock Place and the Insurance Company; Director of The Berkeley
P.O. Box 111 Group, the adviser and John Hancock Funds; Director
Boston, MA 02117 of Insurance Agency (until May 1999) and Signature
Services (until January 1997).
- --------------------------------------------------------------------------------
David A. King Chief Executive Officer, President and Director of
Director John Hancock Signature Services, Inc.; Senior Vice
380 Stuart Street President of the Insurance Company; Chairman of
Boston, MA 02117 Networking Insurance Agency; Chairman of First
Signature Bank & Trust; Director of The Berkeley
Group, the adviser and John Hancock Funds;
Director of Insurance Agency (until May 1999).
- --------------------------------------------------------------------------------
Mark C. Lapman Chairman, President and Director of Independence
Director Investment Associates, Inc. and Independence
53 State Street International Associates, Inc.; Director and
Boston, MA 02109 Chairman of Independence Fixed Income Associates,
Inc.; Director of The Berkeley Group, the adviser
and John Hancock Funds.
- --------------------------------------------------------------------------------
Jeanne M. Livermore Senior Vice President of the Insurance Company;
Director Director of The Berkeley Group, the adviser and
John Hancock Place John Hancock Funds; Director of Insurance Agency
P.O. Box 111 (until May 1999) and Signature Services (until
Boston, MA 02117 January 1997).
- --------------------------------------------------------------------------------
Thomas E. Moloney Chief Financial Officer of John Hancock Financial
Director Services, Inc. and the Insurance Company; Director
John Hancock Place of The Berkeley Group, the adviser, John Hancock
P.O. Box 111 Funds, John Hancock Realty Services, John Hancock
Boston, MA 02117 Canadian Holdings Limited, John Hancock Reassurance
Co., Ltd., and The Maritime Life Assurance Company;
Director and Chief Financial Officer of John
Hancock Subsidiaries, Inc.; Director of Signature
Services, Inc. (Chairman until February 2000),
Director of Insurance Agency (until May 1999).
- --------------------------------------------------------------------------------
Robert H. Watts Senior Vice President of the Insurance Company;
Director Executive Vice President of Signator Investors,
John Hancock Place Inc.; Director and Executive Vice President of the
P.O. Box 111 Insurance Agency; Director of The Berkeley Group,
Boston, MA 02117 the adviser, John Hancock Funds and Signature
Services.
- --------------------------------------------------------------------------------
The Proposed Subadvisory Contracts and the Previous Subadvisory Contracts
The following is a summary of the material terms of both the proposed and
previous subadvisory contracts. In describing the proposed subadvisory contract
with Nicholas-Applegate, this summary is qualified by the form of proposed
subadvisory contract attached to this proxy statement as Exhibit A.
Compensation. The previous subadvisory contract and the proposed subadvisory
contract (collectively, the "contracts") provide that IIIS or Nicholas-Applegate
(each, a "subadviser"), as the case may be, is required to pay all expenses that
it incurs in connection with the performance of its duties under the contract.
The contracts also provide that the adviser, not the Fund, will pay the
subadvisory fees.
The proposed subadvisory contract requires the adviser to pay quarterly to the
subadviser a subadvisory fee, accrued daily and equal on an annual basis to (i)
0.50% of the first $500,000,000 of the average daily net asset value of the
Fund; and (ii) 0.45% of the average daily net asset value of the Fund in excess
of $500,000,000.
The following table shows the aggregate amounts that would have been paid to
Nicholas-Applegate had the proposed subadvisory contracts been in place during
the fiscal year ended December 31, 2000, and the percentage difference between
those amounts and the amounts actually paid to IIIS under the previous contract.
- --------------------------------------------------------------------------------
Amount Paid Amount That Would Difference as a
Under Have Been Paid Percent of Amount
Previous Under Proposed Paid Under
Subadvisory Subadvisory Previous
Contract Contract Subadvisory Contract
- --------------------------------------------------------------------------------
$48,131 $45,091 -6.32%
The previous subadvisory contract required the adviser to pay IIIS a subadvisory
fee, on a quarterly basis, equal to 55% of the gross investment management fee
payable to the adviser with the respect to the Fund's average daily net assets.
Term. If approved by shareholders of the Fund, the proposed subadvisory contract
will take effect as of May 11, 2001 and will remain in effect until May 11,
2003. Thereafter, the proposed subadvisory contract will continue in effect from
year to year subject to the annual approval of its continuance as described
below under "Provisions Contained in Both Contracts and in the Management
Contract."
Provisions Contained in the Proposed Subadvisory Contract, the Previous
Subadvisory Contract and the Management Contract
Limitation of Liability. The management and the subadvisory contract provide
that the adviser and subadviser are not liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which the respective contract relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of the applicable
adviser or subadviser in the performance of its duties or from the reckless
disregard of its obligations and duties under the contracts.
Termination, Continuance and Amendment. Except as described above for the
proposed subadvisory contract, each contract continues from year to year subject
to annual approval of its continuance by a majority of the independent trustees,
cast in person at a meeting called for the purpose of voting on such approval,
and annual approval by either
(a) your Fund's trustees, or (b) a majority of your Fund's outstanding voting
securities, as defined in the 1940 Act. Each contract may be terminated at any
time without penalty on 60 days' written notice by the trustees, by a vote of a
majority of the Fund's outstanding voting securities, or by the adviser or
subadvisor. Each contract terminates automatically in the event of its
assignment or in the event that the adviser ceases to act as the Fund's
investment adviser.
Use of Name "John Hancock." Under the management contract, as well as the
previous subadvisory contract and the proposed subadvisory contract, if the
adviser ceases to act as the Fund's investment manager, the Fund (to the extent
that it lawfully can) must cease to use any name derived from the name "John
Hancock" or any other name indicating that the Fund is advised by or otherwise
associated with the adviser.
The Management Contract
Under the Fund's management contract, the adviser, subject to the direction of
the trustees, provides the Fund with a continuous investment program for the
management of its assets, consistent with the Fund's investment objective and
policies. The adviser furnishes the Fund with advice and recommendations
consistent with the investment policies of the Fund regarding the purchase,
holding and disposition of portfolio securities. The adviser:
o advises the Fund in connection with policy decisions to be made by
the trustees;
o furnishes the Fund with research, economic and statistical data in
connection with the Fund's investments and policies;
o provides day-to-day administration;
o investigates and conducts relations with issuers of securities to be
purchased by the Fund;
o provides required reports and recommendations to the trustees and
maintains the records of the Fund; and
o assists the Fund in any negotiations relating to the Fund's
investments with issuers, investment banking firms, securities
brokers or dealers and other institutions or investors.
The adviser provides the Fund with office space, supplies and other facilities
required for the business of the Fund. The adviser pays the compensation of all
officers and employees of the Fund and pays the expenses of clerical services
related to the administration of the Fund. Other than expenses specifically
assumed by the adviser, all expenses incurred in the continuing operation of the
Fund are borne by the Fund, including fees of the independent trustees and all
fees of lawyers and accountants. The Fund pays an investment management fee to
the adviser equivalent on an annual basis to 0.90% of the funds average daily
net assets.
The adviser has voluntarily agreed to reduce the Fund's other expenses payable,
excluding management fees, in order to limit other expenses to 0.25% of the
Fund's average daily net assets. This agreement may not be modified or
discontinued by the adviser at least until May 1, 2001.
Until March 1, 2000, the Fund had an additional subadviser, John Hancock
Advisers, International ("JHAI"), located at 6th Floor, Duke's Court, 32-36 Duke
Street, St. James's, London, England SW1Y6DF. JHAI was a wholly owned subsidiary
of the adviser, formed in 1987 to provide international investment research and
subadvisory
services to U.S. institutional clients. Under the Fund's subadvisory contract
with JHAI, the adviser, and not the Fund, paid the subadvisory fee. The
subadvisory contract with JHAI was terminated effective March 1, 2000.
Dates of the Management Contract and the Previous Subadvisory Contract
The management contract and previous subadvisory contract were dated as of and
approved by the shareholders of the Fund on the dates set forth below, at
meetings called for the purposes set forth below.
- --------------------------------------------------------------------------------
Management Contract Previous Subadvisory Contract
(with the Adviser) (with IIIS)
- --------------------------------------------------------------------------------
Last Last
Approved Approved
Contract by Share- Contract by Share-
Date holders Purpose Date holders Purpose
- --------------------------------------------------------------------------------
8/29/96 8/29/96 Initial 1/1/00 12/1/99 Initial
approval approval
- --------------------------------------------------------------------------------
Analysis of Proposal and Review of Trustees
The trustees have determined that the terms of the proposed subadvisory contract
are fair and reasonable. In approving the proposed subadvisory contract and
recommending its approval by the shareholders of the Fund, the trustees,
including the independent trustees, considered the best interest of the
shareholders of the Fund and took into account all factors they deemed relevant.
In deciding whether to terminate the previous subadvisory contract with IIIS,
the trustees considered that, as part of the adviser's oversight
responsibilities under the management contract, the adviser monitors the
subadviser and evaluates the subadviser's performance. The trustees also
considered that the adviser may conduct a search for a replacement and present
to the trustees a proposed new subadviser that the adviser believes is able to
provide the Fund with better service and enhance the Fund's investment
performance. The trustees considered additional factors presented by the
adviser, including the performance of the Fund under the previous subadvisory
contract, ongoing operational and control issues, related staffing issues and
the fact that IIIS had been previously notified on notice of these issues.
In evaluating the proposed subadvisory contract, the trustees carefully reviewed
materials furnished by the adviser relating to Nicholas-Applegate and its
affiliates and their personnel, operations and financial condition. The trustees
considered the fact that in recommending Nicholas-Applegate, the adviser had
conducted a complete search for an international subadviser that the adviser
believed would benefit the Fund. The trustees also considered
Nicholas-Applegate's extensive international investment management expertise and
its significant resources dedicated to international investment management. In
addition, the trustees considered Nicholas-Applegate's historical performance
record in managing investment companies and other client accounts with
objectives similar to those of the Fund. In particular, the trustees deemed
important Nicholas-Applegate's performance record in the Fund's investment
mandate. The trustees also considered Nicholas-Applegate's financial condition
and its reputation in the financial community. In additional, the trustees
considered such other factors as they deemed relevant, including the possibility
of other benefits that may be realized by the Fund as a result of
Nicholas-Applegate serving as the Fund's subadviser.
The trustees also considered possible benefits to Nicholas-Applegate under the
proposed subadvisory contract, including the ability of Nicholas-Applegate (a)
to cause the Fund to execute securities transactions with brokers that are
affiliated with Allianz, subject to compliance with the requirements of the 1940
Act and procedures adopted by, and with the oversight of, the trustees and (b)
to obtain soft dollar brokerage and research services from brokers that are not
affiliated with Allianz who effect securities transactions on behalf of the
Fund. Throughout the review process the independent trustees were advised by
their independent legal counsel, who was not counsel to the Fund, the adviser or
Nicholas-Applegate.
Trustees' Evaluation and Recommendation
The trustees, including all of the independent trustees, by a vote cast at a
meeting held on December 12, 2000 unanimously approved and voted to recommend to
the shareholders of the Fund that they adopt the proposed subadvisory contract.
If the Fund's shareholders approve the proposed subadvisory contract, that
contract will take effect as of May 11, 2001.
If the proposed subadvisory contract is not approved for the Fund, the trustees
will consider what action, if any, should be taken to obtain subadvisory
services for the Fund.
The trustees of your Fund recommend that the shareholders of your Fund vote
"for" the proposed subadvisory contract.
VOTING RIGHTS AND REQUIRED VOTE
Each share of your Fund is entitled to one vote for each proposal. Approval of
each proposal requires the affirmative vote of a majority of the shares of your
Fund outstanding and entitled to vote. For this purpose, a majority of the
outstanding shares of your Fund means with respect to each proposal the vote of
the lesser of
(1) 67% or more of the shares present at the meeting, if the holders of
more than 50% of the shares of the Fund are present or represented
by proxy,
or
(2) more than 50% of the outstanding shares of the Fund.
Shares of your Fund represented in person or by proxy, including shares which
abstain or do not vote with respect to a proposal, will be counted for purposes
of determining whether there is a quorum at the meeting. Accordingly, an
abstention from voting has the same effect as a vote against a proposal.
Contract owners use the voting instruction card as a ballot to give the
insurance company voting instructions for those shares attributable to the
variable contract as of the record date. When the contract owner completes the
voting instruction card and sends it to the insurance company, the insurance
company votes its proxy in accordance with the contract owner's instructions. If
the contract owner completes and signs the voting instruction card, the shares
attributable to the variable contract will be voted as instructed. If the
contract owner merely signs and returns
the card, the life insurance company will vote those shares in favor of the
proposal. If the contract owner does not return the card, the life insurance
company will vote those shares in the same proportion as shares for which
instructions were received from other contract owners.
Shares of the fund that are not attributable to variable contracts will be
represented and voted by one of the insurance companies in the same proportion
as the voting instructions received from contract owners. These shares include
shares purchased with contributions made as seed capital to the fund by the
adviser.
INFORMATION CONCERNING THE MEETING
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be solicited by
telephone, by fax or in person by the trustees, officers and employees of your
Fund; by personnel of the adviser, the Fund's principal distributor, John
Hancock Funds, Inc., and the Fund's transfer agent, John Hancock Annuity
Servicing Office, or by broker-dealer firms. The Annuity Servicing Office,
together with the unaffiliated solicitation firm MIS, has agreed to provide
proxy solicitation services at a cost of approximately $1,000. The adviser will
pay fifty percent, and the Fund will pay fifty percent, of the costs of
preparing, mailing and soliciting proxies, including payments to unaffiliated
firms.
The mailing address of the Fund, the adviser and John Hancock Funds is 101
Huntington Avenue, Boston, Massachusetts, 02199.
Revoking Proxies
A shareholder signing and returning a proxy has the power to revoke it at any
time before it is exercised:
o By filing a written notice of revocation with your Fund's transfer
agent, John Hancock Annuity Servicing Office, 529 Main St. (X-4),
Charlestown, MA 02129
o By returning a duly executed proxy with a later date before the time
of the meeting, or
o If a shareholder has executed a proxy but is present at the meeting
and wants to vote in person, by notifying the secretary of the Fund
(without complying with any formalities) at any time before it is
voted.
Being present at the meeting alone does not revoke a previously executed and
returned proxy.
Contract Owners may revoke their voting instructions at any time before the
proxy is voted by the life insurance company by following the procedures
outlines above for revoking proxies.
Outstanding Shares and Quorum
As of February 27, 2001 (record date), _______________shares of beneficial
interest of the Fund were outstanding.
Only shareholders of record on February 27, 2000 are entitled to notice of and
to vote at the meeting. A majority of the outstanding shares of the Fund that
are entitled to vote will be considered a quorum for the transaction of
business.
Other Business
The Fund's board of trustees knows of no business to be presented for
consideration at the meeting other than the proposal. If other business is
properly brought before the meeting, proxies will be voted according to the best
judgment of the persons named as proxies.
Adjournments
If a quorum is not present in person or by proxy at the time any session of the
meeting is called to order, the persons named as proxies may vote those proxies
that have been received to adjourn the meeting to a later date. If a quorum is
present but there are not sufficient votes in favor of the proposal, the persons
named as proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies concerning the proposal. Any adjournment will
require the affirmative vote of a majority of the Fund's shares at the session
of the meeting to be adjourned. If an adjournment of the meeting is proposed
because there are not sufficient votes in favor of the proposal, the persons
named as proxies will vote those proxies favoring the proposal in favor of
adjournment, and will vote those proxies against the proposal against
adjournment.
OWNERSHIP OF SHARES IN THE FUND
To the knowledge of the Fund, as of February 12, 2001, the following persons
owned of record or beneficially 5% or more of the outstanding shares of your
Fund.
- --------------------------------------------------------------------------------
Name and Address Number of Shares Owned
- --------------------------------------------------------------------------------
However, these companies, on behalf of the separate accounts, will vote their
V.A. International Fund shares only in accordance with voting instructions
received from the contract owners. For this reason, the companies do not
exercise control over the fund by virtue of their record ownership of fund
shares.
Exhibit A
JOHN HANCOCK ___________TRUST
John Hancock ________________ Fund
Form of Sub-Investment Management Contract
Dated May 11, 2001
JOHN HANCOCK ADVISERS, INC.
101 Huntington Avenue
Boston, Massachusetts 02199
JOHN HANCOCK ________TRUST
- John Hancock __________Fund
101 Huntington Avenue
Boston, Massachusetts 02199
NICHOLAS-APPLEGATE CAPITAL MANAGEMENT
600 West Broadway
San Diego, California 92101
Sub-Investment Management Contract
Ladies and Gentlemen:
John Hancock _________ Trust (the "Trust") has been organized as a
business trust under the laws of The Commonwealth of Massachusetts to engage in
the business of an investment company. The Trust's shares of beneficial interest
may be classified into series, each series representing the entire undivided
interest in a separate portfolio of assets. Series may be established or
terminated from time to time by action of the Board of Trustees of the Trust. As
of the date hereof, the Trust has ________ series of shares, representing
interests in John Hancock ______________Fund, and John Hancock ________ Fund.
The Board of Trustees of the Trust (the "Trustees") has selected John
Hancock Advisers, Inc. (the "Adviser") to provide overall investment advice and
management for the John Hancock ________________ Fund (the "Fund"), and to
provide certain other services, under the terms and conditions provided in the
Investment Management Contract, dated __________, between the Trust, the Fund
and the Adviser (the "Investment Management Contract").
The Adviser and the Trustees have selected Nicholas-Applegate Capital
Management (the "Sub-Adviser") to provide the Adviser and the Fund with the
advice and services set forth below, and the Sub-Adviser is willing to provide
such advice and services, subject to the review of the Trustees and overall
supervision of the Adviser, under the terms and conditions hereinafter set
forth. The Sub-Adviser hereby represents and warrants that it is registered as
an investment adviser under the Investment Advisers Act of 1940, as amended.
Accordingly, the Trust, on behalf of the Fund, and the Adviser agree with the
Sub-Adviser as follows:
1. Delivery of Documents. The Trust has furnished the Sub-Adviser with
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copies, properly certified or otherwise authenticated, of each of the following:
(a) Amended and Restated Declaration of Trust of the Trust, dated
________, as amended from time to time (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees approving the form of this Agreement by
and among the Adviser, the Sub-Adviser and the Trust, on behalf of the Fund;
(d) Resolutions of the Trustees selecting the Adviser as investment
adviser for the Fund and approving the form of the Investment Management
Contract;
(e) the Investment Management Contract;
(f) the Fund's portfolio compliance checklists;
(g) the Fund's current Registration Statement, including the Fund's
Prospectus and Statement of Additional Information; and
(h) the Fund's Code of Ethics.
The Trust will furnish to the Sub-Adviser from time to time copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any.
2. Investment Services. The Sub-Adviser will use its best efforts to provide to
the Fund continuing and suitable investment advice with respect to investments,
consistent with the investment policies, objectives and restrictions of the Fund
as set forth in the Fund's Prospectus and Statement of Additional Information.
In the performance of the Sub-Adviser's duties hereunder, subject always (x) to
the provisions contained in the documents delivered to the Sub-Adviser pursuant
to Section 1, as each of the same may from time to time be amended or
supplemented, and (y) to the limitations set forth in the Registration Statement
of the Trust, on behalf of the Fund, as in effect from time to time under the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended (the "1940 Act"), the Sub-Adviser will have investment discretion with
respect to the Fund and will, at its own expense:
(a) furnish the Adviser and the Fund with advice and recommendations,
consistent with the investment policies, objectives and restrictions of the Fund
as set forth in the Fund's Prospectus and Statement of Additional Information,
with respect to the purchase, holding and disposition of portfolio securities
including the purchase and sale of options;
(b) furnish the Adviser and the Fund with advice as to the manner in which
voting rights, subscription rights, rights to consent to corporate action and
any other rights pertaining to the Fund's assets shall be exercised, the Fund
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having the responsibility to exercise such voting and other rights;
(c) furnish the Adviser and the Fund with research, economic and
statistical data in connection with the Fund's investments and investment
policies;
(d) submit such reports relating to the valuation of the Fund's securities
as the Trustees may reasonably request;
(e) subject to prior consultation with the Adviser, engage in negotiations
relating to the Fund's investments with issuers, investment banking firms,
securities brokers or dealers and other institutions or investors;
(f) The Sub-Adviser shall have full authority and discretion to select
brokers and dealers to execute portfolio transactions for the Fund and for the
selection of the markets on or in which the transaction will be executed. In
providing the Fund with investment management, it is recognized that the
Sub-Adviser will give primary consideration to securing the most favorable price
and efficient execution considering all circumstances. Within the framework of
this policy, the Sub-Adviser may consider the financial responsibility, research
and investment information and other research services and products provided by
brokers or dealers who may effect or be a party to any such transaction or other
transactions to which the Sub-Adviser's other clients may be a party. It is
understood that it is desirable for the Fund that the Sub-Adviser have access to
brokerage and research services and products and security and economic analysis
provided by brokers who may execute brokerage transactions at a higher cost to
the Fund than broker-dealers that do not provide such brokerage and research
services. Therefore, in compliance with Section 28(e) of the Securities Exchange
Act of 1934 ("1934 Act"), the Sub-Adviser is authorized to place orders for the
purchase and sale of securities for the Fund with such brokers, that provide
brokerage and research products and/or services that charge an amount of
commission for effecting securities transaction in excess of the amount of
commission another broker would have charged for effecting that transaction,
provided the Sub-Adviser determines in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research products
and/or services provided by such broker viewed in terms of either that
particular transaction or the overall responsibilities of the Sub-Adviser for
this or other advisory accounts, subject to review by the Adviser from time to
time with respect to the extent and continuation of this practice. It is
understood that the information, services and products provided by such brokers
may be useful to the Sub-Adviser in connection with the Sub-Adviser's services
to other clients;
(g) from time to time or at any time requested by the Adviser or the
Trustees, make reports to the Adviser or the Trust of the Sub-Adviser's
performance of the foregoing services;
(h) subject to the supervision of the Adviser, maintain all books and
records with respect to the Fund's securities transactions required by the 1940
Act, and preserve such records for the periods prescribed therefor by the
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1940 Act (the Sub-Adviser agrees that such records are the property of the Trust
and copies will be surrendered to the Trust promptly upon request therefor);
(i) give instructions to the Fund's custodian as to deliveries of
securities to and from such custodian and transfer of payment of cash for the
account of the Fund, and advise the Adviser on the same day such instructions
are given; and
(j) cooperate generally with the Fund and the Adviser to provide
information necessary for the preparation of registration statements and
periodic reports to be filed with the Securities and Exchange Commission,
including Form N-1A, periodic statements, shareholder communications and proxy
materials furnished to holders of shares of the Fund, filings with state "blue
sky" authorities and with United States agencies responsible for tax matters,
and other reports and filings of like nature.
3. Expenses Paid by the Sub-Adviser. The Sub-Adviser will pay the cost of
maintaining the staff and personnel necessary for it to perform its obligations
under this Agreement, the expenses of office rent, telephone, telecommunications
and other facilities it is obligated to provide in order to perform the services
specified in Section 2, and any other expenses incurred by it in connection with
the performance of its duties hereunder.
4. Expenses of the Fund Not Paid by the Sub-Adviser. The Sub-Adviser will not be
required to pay any expenses which this Agreement does not expressly make
payable by the Sub-Adviser. In particular, and without limiting the generality
of the foregoing but subject to the provisions of Section 3, the Sub-Adviser
will not be required to pay under this Agreement:
(a) the compensation and expenses of Trustees and of independent advisers,
independent contractors, consultants, managers and other agents employed by the
Trust or the Fund other than through the Sub-Adviser;
(b) legal, accounting and auditing fees and expenses of the Trust or the
Fund;
(c) the fees and disbursements of custodians and depositories of the Trust
or the Fund's assets, transfer agents, disbursing agents, plan agents and
registrars;
(d) taxes and governmental fees assessed against the Trust or the Fund's
assets and payable by the Trust or the Fund;
(e) the cost of preparing and mailing dividends, distributions, reports,
notices and proxy materials to shareholders of the Trust or the Fund except that
the Sub-Adviser shall bear the costs of providing the information referred to in
Section 2(j) to the Adviser;
(f) brokers' commissions and underwriting fees; and
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(g) the expense of periodic calculations of the net asset value of the
shares of the Fund.
5. Compensation of the Sub-Adviser. For all services to be rendered, facilities
furnished and expenses paid or assumed by the Sub-Adviser as herein provided for
the Fund, the Adviser will pay the Sub-Adviser quarterly, in arrears, a fee at
the annual rate of : (i) ____________ of the average daily net asset value of
the Fund; and (ii) _____ of the average daily net asset value of the Fund in
excess of __________.
The "average daily net assets" of the Fund shall be determined on the
basis set forth in the Fund's Prospectus or otherwise consistent with the 1940
Act and the regulations promulgated thereunder. The Sub-Adviser will receive a
pro rata portion of such fee for any periods in which the Sub-Adviser advises
the Fund less than a full quarter. The Fund shall not be liable to the
Sub-Adviser for the Sub-Adviser's compensation hereunder. Calculations of the
Sub-Adviser's fee will be based on average net asset values as provided by the
Adviser.
In addition to the foregoing, the Sub-Adviser may from time to time agree
not to impose all or a portion of its fee otherwise payable hereunder (in
advance of the time such fee or portion thereof would otherwise accrue) and/or
undertake to pay or reimburse the Fund for all or a portion of its expenses not
otherwise required to be borne or reimbursed by it. Any such fee reduction or
undertaking may be discontinued or modified by the Sub-Adviser at any time.
6. Other Activities of the Sub-Adviser and Its Affiliates. Nothing herein
contained shall prevent the Sub-Adviser or any associate of the Sub-Adviser from
engaging in any other business or from acting as investment adviser or
investment manager for any other person or entity. It is understood that
officers, directors and employees of the Sub-Adviser or its affiliates may
continue to engage in providing portfolio management services and advice to
other investment companies, whether or not registered, to other investment
advisory clients of the Sub-Adviser or its affiliates and to said affiliates
themselves.
7. Avoidance of Inconsistent Position. In connection with purchases or sales of
portfolio securities for the account of the Fund, neither the Sub-Adviser nor
any of its investment management subsidiaries nor any of such investment
management subsidiaries' directors, officers or employees will act as principal
or agent or receive any commission, except as may be permitted by the 1940 Act
and rules and regulations promulgated thereunder. The Sub-Adviser shall not
knowingly recommend that the Fund purchase, sell or retain securities of any
issuer in which the Sub-Adviser has a financial interest without obtaining prior
approval of the Adviser prior to the execution of any such transaction.
Nothing herein contained shall limit or restrict the Sub-Adviser or any of
its officers, affiliates or employees from buying, selling or trading in any
securities for its or their own account or accounts. The Trust and Fund
acknowledge the Sub-Adviser and its officers, affiliates, and employees, and its
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other clients may at any time have, acquire, increase, decrease or dispose of
positions in investments which are at the same time being acquired or disposed
of hereunder. The Sub-Adviser shall have no obligation to acquire with respect
to the Fund, a position in any investment which the Sub-Adviser, its officers,
affiliates or employees may acquire for its or their own accounts or for the
account of another client, if in the sole discretion of the Sub-Adviser, it is
not feasible or desirable to acquire a position in such investment on behalf of
the Fund. Nothing herein contained shall prevent the Sub-Adviser from purchasing
or recommending the purchase of a particular security for one or more funds or
clients while other funds or clients may be selling the same security.
8. No Partnership or Joint Venture. The Trust, the Fund, the Adviser and the
Sub-Adviser are not partners of or joint venturers with each other and nothing
herein shall be construed so as to make them such partners or joint venturers or
impose any liability as such on any of them.
9. Name of the Trust, the Fund and the Sub-Adviser. The Trust and the Fund may
use the name "John Hancock" or any name or names derived from or similar to the
names "John Hancock Advisers, Inc." or "John Hancock Life Insurance Company"
only for so long as this Agreement remains in effect. At such time as this
Agreement shall no longer be in effect, the Trust and the Fund will (to the
extent that they lawfully can) cease to use such a name or any other name
indicating that the Fund is advised by or otherwise connected with the Adviser.
The Fund acknowledges that it has adopted the name John Hancock ______________
Fund through permission of John Hancock Life Insurance Company, a Massachusetts
insurance company, and agrees that John Hancock Life Insurance Company reserves
to itself and any successor to its business the right to grant the nonexclusive
right to use the name "John Hancock" or any similar name or names to any other
corporation or entity, including but not limited to any investment company of
which John Hancock Life Insurance Company or any subsidiary or affiliate thereof
shall be the investment adviser.
In addition, the Fund and the Trust hereby consent to the reasonable use
of the name of the Fund in marketing/client materials developed and distributed
by or on behalf of Sub-Adviser. In addition, it is understood that the name
"Nicholas-Applegate" or the name of any of its affiliates, or any derivative
associated with those names, are the valuable property of the Sub-Adviser and
its affiliates and that the Fund, Trust and/or the Adviser have the right to use
such name(s) or derivative(s) in offering materials and sales literature so long
as this Agreement is in effect. Upon termination of the Agreement, such
authorization shall forthwith cease to be in effect.
10. Limitation of Liability of Sub-Adviser. The Sub-Adviser shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Trust or the Fund or the Adviser in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the Sub-Adviser's part in the performance of its duties
or from reckless disregard by it of its obligations and duties under this
Agreement. Any person, even though also employed by the Sub-Adviser, who may be
or become an employee of and paid by the Trust or the Fund shall be deemed,
A-6
when acting within the scope of his employment by the Trust or the Fund, to be
acting in such employment solely for the Trust or the Fund and not as the
Sub-Adviser's employee or agent.
11. Duration and Termination of this Agreement. This Agreement shall remain in
force until June 30, 2002. This Agreement may, on 60 days' written notice, be
terminated at any time without the payment of any penalty by the Trust or the
Fund by vote of a majority of the outstanding voting securities of the Fund, by
the Trustees, the Adviser or the Sub-Adviser. Termination of this Agreement with
respect to the Fund shall not be deemed to terminate or otherwise invalidate any
provisions of any contract between the Sub-Adviser and any other series of the
Trust. This Agreement shall automatically terminate in the event of its
assignment or upon termination of the Investment Management Contract. In
interpreting the provisions of this Section 11, the definitions contained in
Section 2(a) of the 1940 Act (particularly the definitions of "assignment,"
"interested person" or "voting security"), shall be applied.
12. Amendment of this Agreement. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought, and no amendment, transfer, assignment, sale,
hypothecation or pledge of this Agreement shall be effective until approved by
(a) the Trustees, including a majority of the Trustees who are not interested
persons of the Adviser, the Sub-Adviser, or (other than as Board members) of the
Trust or the Fund, cast in person at a meeting called for the purpose of voting
on such approval, and (b) a majority of the outstanding voting securities of the
Fund, as defined in the 1940 Act.
13. Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the Commonwealth of Massachusetts.
14. Severability. The provisions of this Agreement are independent of and
separable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be deemed invalid or unenforceable in whole or in part.
15. Miscellaneous. (a) The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The name John Hancock _____________ Trust is the
designation of the Trustees under the Amended and Restated Declaration of Trust
dated __________ 1996, as amended from time to time. The Declaration of Trust
has been filed with the Secretary of The Commonwealth of Massachusetts. The
obligations of the Trust and the Fund are not personally binding upon, nor shall
resort be had to the private property of, any of the Trustees, shareholders,
officers, employees or agents of the Fund, but only the Fund's property shall be
bound. The Trust or the Fund shall not be liable for the obligations of any
other series of the Trust. (b) Any information supplied by the
A-7
Sub-Adviser, which is not otherwise in the public domain, in connection with the
performance of its duties hereunder is to be regarded as confidential and for
use only by the Fund and/or its agents, and only in connection with the Fund and
its investments.
16. Nicholas-Applegate undertakes to promptly notify Fund of any change in its
general partner(s).
17. The Fund agrees to obtain and maintain insurance coverage satisfying any
insurance requirements under the 1940 Act, to carry errors and omissions
coverage in the amount of $10,000,000.
Yours very truly,
JOHN HANCOCK __________TRUST
on behalf of John Hancock _________ Fund
By: ____________________________
President
The foregoing contract
is hereby agreed to as
of the date hereof.
JOHN HANCOCK ADVISERS, INC.
By: ______________________________________
President
NICHOLAS-APPLEGATE CAPITAL MANAGEMENT
By: ____________________________
Name:
Title:
A-8
John Hancock Variable Life Insurance Company VOTE THIS CARD TODAY!
John Hancock Life insurance Company YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE
EXPENSE OF ADDITIONAL MAILINGS
Please fold and detach card at perforation before mailing
John Hancock V.A. International Fund These voting instructions will be used by the
insurance companies in connection with a
solicitation of proxies by the trustees of the Fund.
The undersigned, revoking previous instructions, hereby instructs the above
referenced insurance companies to vote all the shares of beneficial interest of
John Hancock V.A. International Fund ("V.A. International Fund") attributable to
the undersigned's variable annuity contract at the Special Meeting of
Shareholders (the "Meeting") of V.A. International Fund to be held at 101
Huntington Avenue, Boston Massachusetts 02199, on April 25, 2001 at 9:00 a.m.
Eastern Time, and any adjournment(s) of the Meeting. Receipt of the Proxy Statement
dated, March 9, 2001 is hereby acknowledged. If not revoked, this card shall be
voted for the proposal.
Thomas J. Lee and Michele G. Van Leer, and each of them, with the power of
substitution in each are hereby instructed to vote the shares held in the fund
portfolio attributable to the undersigned at the special meeting of shareholders
and at any adjournment thereof, as specified on the reverse side.
Date________________________________, 2001
o Please complete, sign, date and return this proxy in the enclosed envelope as
soon as possible.
o Please sign exactly as your name or names appear left. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title as such.
o If a Corporation, please sign in full corporate name by president or other
authorized officer.
o If a partnership, please sign in partnership name by authorized person.
- ----------------------------------------
Signature(s)
John Hancock Variable Life Insurance Company
John Hancock Life Insurance Company
VOTE THIS CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR
FUND THE EXPENSE OF ADDITIONAL MAILINGS
Please fold and detach card at perforation before mailing
John Hancock V.A. International Fund
Special Meeting of Shareholders to Be Held on
April 25, 2001
Indicate your voting instructions below by filing in the appropriate box.
This voting instruction card, if properly executed, will be voted in the manner
directed by the contract owner. If this voting instruction is executed and no
direction is made, this voting instruction will be voted for the proposal and in
the discretion of the insurance company upon such other business as may properly
come before the meeting.
Please vote by filling in the appropriate boxes below.
ITEM 1: To approve a new sub-investment management contract among John Hancock Advisers, Inc.,
V.A. International Fund and Nicholas-Applegate Capital Management.
FOR AGAINST ABSTAIN
PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD