Securities Act Registration No. 333-_______________ U.S. Securities and Exchange Commission Washington, D.C. 20549 Form N-14 Registration Statement Under the Securities Act of 1933 [ ] Pre-Effective Amendment No. __ [ ] Post Effective Amendment No. __ (Check appropriate box or boxes) John Hancock Variable Series Trust I (Exact Name of Registrant as Specified in Declaration of Trust) 197 Clarendon Street Boston, Massachusetts 02117 (Address of Principal Executive Officer) Registrant's Telephone Number: (713) 214-1456 Name and address of Agent for Services: Copy to: ARNOLD BERGMAN, ESQUIRE THOMAS C. LAUERMAN, ESQUIRE John Hancock Life Insurance Company Freedman, Levy, Kroll & Simonds 197 Clarendon Street 1050 Connecticut Avenue, N.W. Boston, MA 02117 Washington, D.C. 20036 Approximate Date of Proposed public Offering: As soon as practicable after the Registration Statement becomes effective under the Securities Act of 1933. It is proposed that this filing will become effective on October 15, 2001 pursuant to Rule 488 under the Act. Pursuant to Rule 429 under the Act, the prospectus in this registration statement also relates to Registrant's currently effective registration statement on Form N-1A, File No. 33-2081. No filing fee is due in reliance on Section 24(f) of the Act JOHN HANCOCK VARIABLE SERIES TRUST I CROSS-REFERENCE SHEET Items Required by Form N-14 PART A - ------ Item No. Item Caption Prospectus Caption - -------- ------------ ------------------ 1. Beginning of Registration COVER PAGE OF REGISTRATION Statement and Outside Front STATEMENT; FRONT COVER PAGE OF Cover Page of Prospectus PROSPECTUS 2. Beginning and Outside Back TABLE OF CONTENTS Cover Page of Prospectus 3. Synopsis and Risk Factors SUMMARY; INVESTMENT RISKS 4. Information About the INTRODUCTION; SUMMARY; INVESTMENT Transaction RISKS; INFORMATION CONCERNING THE MEETING; PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION; FURTHER INFORMATION ON EACH REORGANIZATION; CAPITALIZATION 5. Information About the PROSPECTUS COVER PAGE; INTRODUCTION; Registrant SUMMARY; ADDITIONAL INFORMATION ABOUT THE FUNDS' BUSINESSES 6. Information About the PROSPECTUS COVER PAGE; INTRODUCTION; Company Being Acquired SUMMARY; ADDITIONAL INFORMATION ABOUT THE FUNDS' BUSINESSES 7. Voting Information PROSPECTUS COVER PAGE; NOTICE OF SPECIAL MEETING OF SHAREHOLDERS; SUMMARY; INFORMATION CONCERNING THE MEETING; VOTING RIGHTS AND REQUIRED VOTE 8. Interest of Certain Persons EXPERTS and Experts 9. Additional Information NOT APPLICABLE Required for Reoffering by Persons Deemed to be Underwriters PART B - ------ Caption in Statement of Item No. Item Caption Additional Information - -------- ------------ ---------------------- 10. Cover Page COVER PAGE 11. Table of Contents TABLE OF CONTENTS 12. Additional Information A About the Registrant 13. Additional Information About B the Companies Being Acquired 14. Financial Statements C A ADDITIONAL INFORMATION ABOUT GROWTH & INCOME FUND, MONEY MARKET FUND, EQUITY INDEX FUND, INTERNATIONAL EQUITY FUND, FUNDAMENTAL GROWTH FUND, SMALL CAP GROWTH FUND AND ACTIVE BOND FUND. B ADDITIONAL INFORMATION ABOUT V.A. CORE EQUITY FUND, V.A. MONEY MARKET FUND, V.A. BOND FUND, V.A. 500 INDEX FUND, V.A. INTERNATIONAL FUND, V.A. LARGE CAP GROWTH FUND, V.A. MID CAP GROWTH FUND, V.A. SMALL CAP GROWTH FUND. C ADDITIONAL INFORMATION ABOUT GROWTH & INCOME FUND, MONEY MARKET FUND, EQUITY INDEX FUND, INTERNATIONAL EQUITY FUND, FUNDAMENTAL GROWTH FUND, SMALL CAP GROWTH FUND AND ACTIVE BOND FUND. PART C - ------ Item No. Item Caption - -------- ------------ 15. Indemnification INDEMNIFICATION 16. Exhibits EXHIBITS 17. Undertakings UNDERTAKINGS November 1, 2001 Dear Contract or Certificate Owner: I am writing to ask for your vote on important matters concerning your investment in certain funds within your John Hancock Variable Annuity. Your fund's trustees are proposing the merger of certain funds in the John Hancock Declaration Trust (the "Acquired Funds") into certain similar funds in the John Hancock Variable Series Trust I (the "Acquiring Funds"), as described in the enclosed proxy materials and summarized in the questions and answers on the following pages. The Board of Trustees considered the following matters, among others, in approving the proposals: || In most cases, the Acquiring Funds' total expenses are lower. As a result, shareholders may experience a reduction in the total amount of fees, as a percentage of average net assets, that they indirectly pay. Consolidating your fund's assets with a similar fund to increase the overall asset base is a logical path for containing the fund's expense ratios going forward. || Combining the funds' assets into a single investment portfolio may broaden diversification, making investors less vulnerable to weakness in any single sector of the market. The fund merger proposals have been unanimously approved by each fund's board of trustees, who believe the mergers will benefit you. The enclosed proxy statement contains further explanation and important details of the reorganizations, which I strongly encourage you to read before voting. Your Vote Makes a Difference! No matter what size your investment may be, your vote is important. Please read the enclosed materials and to complete, sign and return the enclosed proxy ballot(s) to us immediately. 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 a John Hancock Service Representative at 1-800-824-0335, Monday through Friday between 8:00 A.M. and 8:00 P.M. Eastern Time. I thank you for your prompt vote on this matter. Sincerely, /s/Maureen R. Ford - ------------------ Maureen R. Ford 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. Q&A --- Q. What are the changes being proposed? A. Generally, these proposals focus on merging funds into similar funds, which have significantly larger assets and offer a greater opportunity for future growth. Specifically, the trustees of your fund(s) are proposing the following mergers: - -------------------------------------------------------------------------------- Acquired Fund Acquiring Fund - -------------------------------------------------------------------------------- Proposal 1 V.A. Core Equity Fund Growth & Income Fund - -------------------------------------------------------------------------------- Proposal 2 V.A. Large Cap Growth Fund Growth & Income Fund - -------------------------------------------------------------------------------- Proposal 3 V.A. 500 Index Fund Equity Index Fund - -------------------------------------------------------------------------------- Proposal 4 V.A. International Fund International Equity Fund - -------------------------------------------------------------------------------- Proposal 5 V.A. Mid Cap Growth Fund Fundamental Growth Fund - -------------------------------------------------------------------------------- Proposal 6 V.A. Small Cap Growth Fund Small Cap Growth Fund - -------------------------------------------------------------------------------- Proposal 7 V.A. Bond Fund Active Bond Fund - -------------------------------------------------------------------------------- Proposal 8 V.A. Money Market Fund Money Market Fund - -------------------------------------------------------------------------------- Q. Will this change affect the number of units I currently have? Will there be any tax implications? A. No. There will be no impact on the number of units you have invested in your variable annuity and there are no tax implications (no Form 1099R will be generated) Q. Will the transfer count towards the 12 free transfers allowed per contract year? A. No, the merger transfer will be free and it will not count toward your allowable 12 free transfers per year. Q. What if I do not want to have any units of the acquired fund transferred to the proposed acquiring fund? A. Prior to the merger, you may contact an Annuity Service Representative at 1-800-824-0335, Monday through Friday between 8:00 A.M. - 8:00 P.M. Eastern Time and request a transfer to another investment option or Fixed Account (if available in your state). Please consult your Investment Professional prior to reallocating your assets. Q. How do I vote? A. Follow two simple steps: STEP 1: First, read the sections of the proxy statement that apply to your fund(s). STEP 2: Finally, complete the enclosed voting card for each of your funds and return it in the enclosed postage-paid envelope. If you have more than one card, you need to complete, sign and mail each one. Q. Does my vote make a difference? A. Whether you are a large or small investor, your vote is important, and we urge you to participate in this process to ensure that John Hancock represents your wishes when it casts votes at the shareholder meeting. The Board voted unanimously to recommend these changes for your fund(s), and your approval is needed to implement the changes. JOHN HANCOCK V.A. CORE EQUITY FUND JOHN HANCOCK V.A. LARGE CAP GROWTH FUND JOHN HANCOCK V.A. 500 INDEX FUND JOHN HANCOCK V.A. INTERNATIONAL FUND JOHN HANCOCK V.A. MID CAP GROWTH FUND JOHN HANCOCK V.A. SMALL CAP GROWTH FUND JOHN HANCOCK V.A. BOND FUND JOHN HANCOCK V.A. MONEY MARKET FUND (each a "fund", and each a series of John Hancock Declaration Trust) 101 Huntington Avenue Boston, MA 02199 NOTICE OF MEETING OF SHAREHOLDERS SCHEDULED FOR DECEMBER 5, 2001 This is the formal agenda for each fund's shareholder meeting. It tells you, as contract owners, and the insurance companies that are the owners of each fund's shares, what matters will be voted on and the time and place of the meeting. The insurance companies will vote their fund shares as instructed by their contract or certificate owners, who are also referred to in the proxy materials as "shareholders" for this limited purpose. To the shareholders of each fund: A joint shareholder meeting for your fund(s) will be held at 101 Huntington Avenue, Boston, Massachusetts on Wednesday, December 5, 2001 at 9:00 a.m., Eastern time, to consider the following: 1. A proposal to approve an Agreement and Plan of Reorganization between John Hancock V.A. Core Equity Fund ("V.A. Core Equity Fund") and the Growth & Income Fund of the John Hancock Variable Series Trust I ("Growth & Income Fund"). Under this Agreement, V.A. Core Equity Fund would transfer all of its assets to Growth & Income Fund in exchange for shares of Growth & Income Fund. These shares would be distributed proportionately to the shareholders of V.A. Core Equity Fund. Growth & Income Fund would also assume V.A. Core Equity Fund's liabilities. V.A. Core Equity Fund's Board of Trustees recommends that shareholders vote FOR this proposal. 2. A proposal to approve an Agreement and Plan of Reorganization between John Hancock V.A. Large Cap Growth Fund ("V.A. Large Cap Growth Fund") and the Growth & Income Fund of the John Hancock Variable Series Trust I ("Growth & Income Fund"). Under this Agreement, V.A. Large Cap Growth Fund would transfer all of its assets to Growth & Income Fund in exchange for shares of Growth & Income Fund. These shares would be distributed proportionately to the shareholders of V.A. Large Cap Growth Fund. Growth & Income Fund would also assume V.A. Large Cap Growth Fund's liabilities. V.A. Large Cap Growth Fund's Board of Trustees recommends that shareholders vote FOR this proposal. 3. A proposal to approve an Agreement and Plan of Reorganization between John Hancock V.A. 500 Index Fund ("V.A. 500 Index Fund") and the Equity Index Fund of the John Hancock Variable Series Trust I ("Equity Index Fund"). Under this Agreement, V.A. 500 Index Fund would transfer all of its assets to Equity Index Fund in exchange for shares of Equity Index Fund. These shares would be distributed proportionately to the shareholders of V.A. 500 Index Fund. Equity Index Fund would also assume V.A. 500 Index Fund's liabilities. V.A. 500 Index Fund's Board of Trustees recommends that shareholders vote FOR this proposal. 4. A proposal to approve an Agreement and Plan of Reorganization between John Hancock V.A. International Fund ("V.A. International Fund") and the International Equity Fund of the John Hancock Variable Series Trust I ("International Equity Fund"). Under this Agreement, V.A. International Fund would transfer all of its assets to International Equity Fund in exchange for shares of International Equity Fund. These shares would be distributed proportionately to the shareholders of V.A. International Fund. International Equity Fund would also assume V.A. International Fund's liabilities. V.A. International Fund's Board of Trustees recommends that shareholders vote FOR this proposal. 5. A proposal to approve an Agreement and Plan of Reorganization between John Hancock V.A. Mid Cap Growth Fund ("V.A. Mid Cap Growth Fund") and the Fundamental Growth Fund of the John Hancock Variable Series Trust I ("Fundamental Growth Fund"). Under this Agreement, V.A. Mid Cap Growth Fund would transfer all of its assets to Fundamental Growth Fund in exchange for shares of Fundamental Growth Fund. These shares would be distributed proportionately to the shareholders of V.A. Mid Cap Growth Fund. Fundamental Growth Fund would also assume V.A. Mid Cap Growth Fund's liabilities. V.A. Mid Cap Growth Fund's Board of Trustees recommends that shareholders vote FOR this proposal. 6. A proposal to approve an Agreement and Plan of Reorganization between John Hancock V.A. Small Cap Growth Fund ("V.A. Small Cap Growth Fund") and the Small Cap Growth Fund of the John Hancock Variable Series Trust I ("VST Small Cap Growth Fund"). Under this Agreement, V.A. Small Cap Growth Fund would transfer all of its assets to VST Small Cap Growth Fund in exchange for shares of VST Small Cap Growth Fund. These shares would be distributed proportionately to the shareholders of V.A. Small Cap Growth Fund. VST Small Cap Growth Fund would also assume V.A. Small Cap Growth Fund's liabilities. V.A. Small Cap Growth Fund's Board of Trustees recommends that shareholders vote FOR this proposal. 7. A proposal to approve an Agreement and Plan of Reorganization between John Hancock V.A. Bond Fund ("V.A. Bond Fund") and the Active Bond Fund of the John Hancock Variable Series Trust I ("Active Bond Fund"). Under this Agreement, V.A. Bond Fund would transfer all of its assets to Active Bond Fund in exchange for shares of Active Bond Fund. These shares would be distributed proportionately to the shareholders of V.A. Bond Fund. Active Bond Fund would also assume V.A. Bond Fund's liabilities. V.A. Bond Fund's Board of Trustees recommends that shareholders vote FOR this proposal. 8. A proposal to approve an Agreement and Plan of Reorganization between John Hancock V.A. Money Market Fund ("V.A. Money Market Fund") and the Money Market Fund of the John Hancock Variable Series Trust I ("VST Money Market Fund"). Under this Agreement, V.A. Money Market Fund would transfer all of its assets to VST Money Market Fund in exchange for shares of VST Money Market Fund. These shares would be distributed proportionately to the shareholders of V.A. Money Market Fund. VST Money Market Fund would also assume V.A. Money Market Fund's liabilities. V.A. Money Market Fund's Board of Trustees recommends that shareholders vote FOR this proposal. 9. Any other business that may properly come before the meeting. Shareholders of record as of the close of business on September 20, 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). If shareholders do not return their proxies in sufficient numbers, your fund will incur the cost of extra solicitations, which is indirectly borne by shareholders. By order of the Board of Trustees, Susan S. Newton Secretary November 1, 2001 2 PROXY STATEMENT OF V.A. CORE EQUITY FUND V.A. LARGE CAP GROWTH FUND V.A. 500 INDEX FUND V.A. INTERNATIONAL FUND V.A. MID CAP GROWTH FUND V.A. SMALL CAP GROWTH FUND V.A. BOND FUND V.A. MONEY MARKET FUND (each an "Acquired Fund" or "your fund", and each a series of John Hancock Declaration Trust) PROSPECTUS FOR GROWTH & INCOME FUND EQUITY INDEX FUND INTERNATIONAL EQUITY FUND FUNDAMENTAL GROWTH FUND SMALL CAP GROWTH FUND ACTIVE BOND FUND MONEY MARKET FUND (each an "Acquiring Fund", and each a series of John Hancock Variable Series Trust I) This proxy statement and prospectus contains the information shareholders should know before voting on the proposed reorganization of the Acquired Funds into the Acquiring Funds. Please read it carefully and retain it for future reference. How each Reorganization Will Work o Each Acquired Fund will transfer all of its assets to the respective Acquiring Fund. The Acquiring Fund will assume the Acquired Fund's liabilities. o Each Acquiring Fund will issue shares to the respective Acquired Fund in an amount equal to the value of the Acquired Fund's shares. These shares will be distributed to the Acquired Fund's shareholders in proportion to their holdings on the reorganization date. o The reorganization will be tax-free to shareholders. o Each Acquired Fund will be liquidated and fund shareholders will become shareholders of the corresponding Acquiring Fund. Shares of the Acquiring Funds are not deposits or obligations of, or guaranteed or endorsed by, any bank or other depository institution. These shares are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. Shares of the Acquiring Funds have not been approved or disapproved by the Securities and Exchange Commission. The Securities and Exchange Commission has not passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. 1 Why the Acquired Funds' Trustees are Recommending the Reorganizations The Acquired Funds' Trustees believe that reorganizing each fund into a larger fund with similar investment policies will enable the shareholders of the funds to benefit from increased diversification, the ability to achieve better net prices on securities trades and economies of scale that may contribute to a lower expense ratio. Therefore, the Trustees recommend that Acquired Fund shareholders vote FOR the reorganization. - --------------------------------------------------------------------------------------------- Where to Get More Information - --------------------------------------------------------------------------------------------- Prospectuses of the Acquired Funds and the Incorporated by reference into this proxy Acquiring Funds dated May 1, 2001. statement and prospectus and summarized in Appendices A and B. - --------------------------------------------------------------------------------------------- The Acquiring Funds' annual and semiannual On file with the Securities and Exchange reports to shareholders. Commission ("SEC") and available at no - ------------------------------------------------ charge by calling 1-800-824-0335. The Acquired Funds' annual and semiannual Incorporated by reference into this proxy reports to shareholders. statement and prospectus. - ------------------------------------------------ A statement of additional information dated November 1, 2001. It contains additional information about the Acquired Funds and the Acquiring Funds. - --------------------------------------------------------------------------------------------- To ask questions about this proxy statement Call our toll-free telephone and prospectus. number: 1-800-824-0335. - --------------------------------------------------------------------------------------------- The date of this proxy statement and prospectus is November 1, 2001. 2 TABLE OF CONTENTS Page INTRODUCTION............................................................. 4 PROPOSAL 1 - V.A. CORE EQUITY FUND....................................... 5 Summary................................................................. 5 Investment Risks........................................................ 11 Proposal to Approve the Agreement and Plan of Reorganization............ 12 PROPOSAL 2 - V.A. LARGE CAP GROWTH FUND.................................. 14 Summary................................................................. 14 Investment Risks........................................................ 20 Proposal to Approve the Agreement and Plan of Reorganization............ 21 PROPOSAL 3 - V.A. 500 INDEX FUND......................................... 23 Summary................................................................. 23 Investment Risks........................................................ 28 Proposal to Approve the Agreement and Plan of Reorganization............ 28 PROPOSAL 4 - V.A. INTERNATIONAL FUND..................................... 30 Summary................................................................. 30 Investment Risks........................................................ 35 Proposal to Approve the Agreement and Plan of Reorganization............ 36 PROPOSAL 5 - V.A. MID CAP GROWTH FUND.................................... 38 Summary................................................................. 38 Investment Risks........................................................ 43 Proposal to Approve the Agreement and Plan of Reorganization............ 43 PROPOSAL 6 - V.A. SMALL CAP GROWTH FUND.................................. 45 Summary................................................................. 45 Investment Risks........................................................ 50 Proposal to Approve the Agreement and Plan of Reorganization............ 50 PROPOSAL 7 - V.A. Bond Fund.............................................. 52 Summary................................................................. 52 Investment Risks........................................................ 57 Proposal to Approve the Agreement and Plan of Reorganization............ 57 PROPOSAL 8 - V.A. MONEY MARKET FUND...................................... 59 Summary................................................................. 59 Investment Risks........................................................ 64 Proposal to Approve the Agreement and Plan of Reorganization............ 65 FURTHER INFORMATION ON EACH REORGANIZATION............................... 66 CAPITALIZATION........................................................... 67 ADDITIONAL INFORMATION ABOUT THE FUNDS' BUSINESSES................................................... 69 BOARDS' EVALUATION AND RECOMMENDATION ................................... 69 VOTING RIGHTS AND REQUIRED VOTE ......................................... 70 INFORMATION CONCERNING THE MEETING....................................... 70 OWNERSHIP OF SHARES OF THE FUNDS......................................... 72 EXPERTS.................................................................. 73 AVAILABLE INFORMATION.................................................... 74 EXHIBIT A - Form of Agreement and Plan of Reorganization................. 75 APPENDICES A. BASIC INFORMATION ABOUT THE FUNDS (attached to this document). B. MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE: DECEMBER 31, 2000 (attached to this document). 3 INTRODUCTION This proxy statement and prospectus is being used by the Acquired Funds' Board of Trustees to solicit proxies to be voted at a special meeting of each Acquired Fund's shareholders. This meeting will be held at 101 Huntington Avenue, Boston, Massachusetts on Wednesday, December 5, 2001 at 9:00 a.m., Eastern time. The purpose of the meeting is to consider proposals to approve Agreements and Plans of Reorganization providing for the reorganization of the Acquired Funds into the Acquiring Funds, as described in the table below: ----------------------------------------------------------------------------------- Acquired Fund Acquiring Fund ----------------------------------------------------------------------------------- Proposal 1 V.A. Core Equity Fund Growth & Income Fund ----------------------------------------------------------------------------------- Proposal 2 V.A. Large Cap Growth Fund Growth & Income Fund ----------------------------------------------------------------------------------- Proposal 3 V.A. 500 Index Fund Equity Index Fund ----------------------------------------------------------------------------------- Proposal 4 V.A. International Fund International Equity Fund ----------------------------------------------------------------------------------- Proposal 5 V.A. Mid Cap Growth Fund Fundamental Growth Fund ----------------------------------------------------------------------------------- Proposal 6 V.A. Small Cap Growth Fund VST Small Cap Growth Fund ----------------------------------------------------------------------------------- Proposal 7 V.A. Bond Fund Active Bond Fund ----------------------------------------------------------------------------------- Proposal 8 V.A. Money Market Fund VST Money Market Fund ----------------------------------------------------------------------------------- Who is Eligible to Vote? Shareholders of record on September 20, 2001 (record date) are entitled to attend and vote at the meeting or any adjourned meeting. Each share is entitled to one vote. As of the record date, the insurance companies, on behalf of the separate accounts, were shareholders of record of the Acquired Funds. The insurance companies will vote shares of the Acquired Funds held by them in accordance with voting instructions received from contract owners for whose accounts the shares are held. The enclosed voting instruction card will be used by the insurance companies to receive voting instructions from contract owners. The notice of meeting, the proxy card (voting instruction card), the proxy statement and prospectus are being mailed to the insurance companies and contract owners on or about November 1, 2001. Summary of each Proposal For each proposal, this proxy statement and prospectus includes a summary of more complete information appearing later in the proxy statement. You should read the entire proxy statement, Appendices A and B, and Exhibit A carefully, because they contain details that are not in the summary. You can obtain information about rights of a holder of a variable contract from your Annuity Prospectus. 4 PROPOSAL 1 APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION BETWEEN V.A. CORE EQUITY FUND AND GROWTH & INCOME FUND A proposal to approve an Agreement and Plan of Reorganization between V.A. Core Equity Fund and Growth & Income Fund. Under this Agreement, V.A. Core Equity Fund would transfer all of its assets to Growth & Income Fund in exchange for shares of Growth & Income Fund. These shares would be distributed proportionately to the shareholders of V.A. Core Equity Fund. Growth & Income Fund would also assume V.A. Core Equity Fund's liabilities. V.A. Core Equity Fund's Board of Trustees recommends that shareholders vote FOR this proposal. SUMMARY Comparison of V.A. Core Equity Fund to Growth & Income Fund - ---------------------------------------------------------------------------------------------------------------- V.A. Core Equity Growth & Income - ---------------------------------------------------------------------------------------------------------------- Business: A diversified series of John Hancock A non-diversified series of John Hancock Declaration Trust. The trust is an Variable Series Trust I. The trust is an open-end investment company organized open-end investment company organized as a as a Massachusetts business trust. Massachusetts business trust. - ---------------------------------------------------------------------------------------------------------------- Net assets as of June 30, $41.1 million. $2,799.9 million. 2001: - ---------------------------------------------------------------------------------------------------------------- Investment adviser and Investment Adviser: Investment Adviser: portfolio managers: John Hancock Advisers, Inc. John Hancock Life Insurance Company Subadviser: Subadviser: Independence Investment LLC Independence Investment LLC -A subsidiary of John Hancock Portfolio Managers: Financial Services, Inc. Investment team overseen by: -Founded in 1982 -Supervised by the adviser Paul F. McManus -Senior Vice President of subadviser Portfolio Managers: -Joined team in 1996 -Joined subadviser in 1982 Team responsible for day-to-day investment management Subadviser: Putnam Investment Management LLC -Managing since 1937 -Managing fund since November, 2000 Portfolio Managers: Investment team overseen by: C. Beth Cotner, CFA -Managing Director and Chief Investment Officer of subadviser -Joined subadviser in 1995 -Began career in 1976 - ---------------------------------------------------------------------------------------------------------------- 5 - ---------------------------------------------------------------------------------------------------------------- V.A. Core Equity Fund Growth & Income Fund - ---------------------------------------------------------------------------------------------------------------- Investment objective: The fund seeks above average total return The fund is a non-diversified large and (capital appreciation plus income). This mid cap stock fund that seeks income and objective can be changed without long-term capital appreciation. This shareholder approval. objective can be changed without shareholder approval. - ---------------------- ------------------------------------------- -------------------------------------------- Primary investments: The fund invests at least 65% of assets The fund invests primarily in a in a diversified portfolio of equities diversified mix of common stocks of large which are primarily large capitalization and mid-sized U.S. companies. The fund stocks. In normal market conditions, the employs two subadvisers, Independence and fund is almost entirely invested in Putnam, each of which employs its own stocks. The fund's risk profile is investment approach and independently similar to that of the Standard & Poor's manages its portion of the fund. 500 Index. Independence normally invests in 80 to 160 stocks, with at least 65% (usually higher) of its assets in large cap companies. Putnam normally invests in 65 to 110 stocks, with at least 65% (usually higher) of its assets in large and mid cap companies. - ---------------------- ---------------------------------------------------------------------------------------- Foreign securities: The Fund may invest in foreign securities which are U.S. dollar-denominated. - ---------------------- ------------------------------------------- -------------------------------------------- Diversification: The fund is diversified and, with respect The fund is non-diversified and can invest to 75% of total assets, cannot invest more than 5% of total assets in securities more than 5% of total assets in of a single issuer. securities of a single issuer. - ---------------------- ------------------------------------------- -------------------------------------------- Initial public Not applicable. The fund may invest in IPOs. offerings ("IPOs"): - ---------------------- ---------------------------------------------------------------------------------------- Derivatives: The fund may make limited use of certain derivatives (investments whose value is based on indices or other securities). - ---------------------- -------------------------------------------- ------------------------------------------- Temporary defensive In abnormal market conditions, the fund In abnormal market conditions, the fund positions: may temporarily invest more than 35% of may take temporary defensive measures - assets in investment-grade short-term such as holding unusually large amounts securities. In these and other cases, the of cash and cash equivalents - that are fund might not achieve its goal. inconsistent with the fund's primary investment strategy. In taking those measures, the fund may not achieve its investment goal. - ---------------------- -------------------------------------------- ------------------------------------------- 6 The Funds' Expenses Both funds pay various expenses. The first two expense tables appearing below show the expenses for the twelve-month period ended June 30, 2001, adjusted to reflect any changes. Future expenses may be greater or less. The examples contained in each expense table show what you would pay if you invested $10,000 over the various time periods indicated. Each example assumes that you reinvested all dividends and that the average annual return was 5%. (The examples do not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the funds serve as an investment vehicle.) The examples are for comparison purposes only and are not a representation of either fund's actual expenses or returns, either past or future. V.A. Core Equity Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.70% Other expenses 0.17% Total fund operating expenses 0.87% Expense reimbursement (1) 0.00% Actual operating expenses 0.87% Example Year 1 Year 3 Year 5 Year 10 At end of period $89 $278 $483 $1075 (1) V.A. Core Equity Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.25% until 5/1/02. 7 Growth & Income Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.67% Other expenses 0.12% Total fund operating expenses 0.79% Expense reimbursement (1) 0.02% Actual operating expenses 0.77% (1) Growth & Income Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. Example Year 1 Year 3 Year 5 Year 10 At end of period $79 $246 $428 $954 Pro Forma Expense Table The board of trustees of another John Hancock fund, V.A. Large Cap Growth Fund, has recommended that V.A. Large Cap Growth Fund also reorganize into Growth & Income Fund. The reorganization of V.A. Core Equity Fund with Growth & Income Fund, however, does not depend upon whether the reorganization involving V.A. Large Cap Growth Fund occurs. Your trustees do not expect the total expenses paid by Growth & Income Fund to increase if both reorganizations do occur. The next two expense tables show the hypothetical ("pro forma") expenses of Growth & Income Fund assuming (1) that a reorganization with V.A. Core Equity Fund, but not V.A. Large Cap Growth Fund, occurred on June 30, 2000 or (2) that a reorganization with both V.A. Core Equity Fund and V.A. Large Cap Growth Fund occurred on June 30, 2000. The expenses shown in the table for V.A. Core Equity Fund and Growth & Income Fund are based on fees and expenses incurred during the twelve months ended June 30, 2001, adjusted to reflect any changes. Growth & Income Fund's actual expenses after the reorganization may be greater or less than those shown. The example contained in the pro forma expense table shows what you would pay on a $10,000 investment if the reorganization had occurred on June 30, 2000. Each example assumes that you reinvested all dividends and that the average annual return was 5%. (The examples do not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the funds serve as an investment vehicle.) The pro forma examples are for comparison purposes only and are not a representation of Growth & Income Fund's actual expenses or returns, either past or future. 8 Growth & Income Fund (PRO FORMA) (Assuming reorganization with V.A. Core Equity Fund only) Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.67% Other expenses 0.12% Total fund operating expenses 0.79% Expense reimbursement (1) 0.02% Actual operating expenses 0.77% Pro Forma Example Year 1 Year 3 Year 5 Year 10 At end of period $79 $246 $427 $953 (1) Growth & Income Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. Growth & Income Fund (PRO FORMA) (Assuming reorganization with both V.A. Core Equity Fund and V.A. Large Cap Growth Fund) Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.67% Other expenses 0.12% Total fund operating expenses 0.79% Expense reimbursement (2) 0.02% Actual operating expenses 0.77% Pro Forma Example Year 1 Year 3 Year 5 Year 10 At end of period $79 $246 $427 $953 (2) Growth & Income Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. 9 The Reorganization o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 7, 2001, but may occur on any later date before June 30, 2002. V.A. Core Equity Fund will transfer all of its assets to Growth & Income Fund. Growth & Income Fund will assume V.A. Core Equity Fund's liabilities. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o Growth & Income Fund will issue to V.A. Core Equity Fund shares in an amount equal to the aggregate net asset value of V.A. Core Equity Fund's shares. These shares will be distributed immediately to V.A. Core Equity Fund's shareholders in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. Core Equity Fund will end up as shareholders of Growth & Income Fund. o After the reorganization is over, V.A. Core Equity Fund will be terminated. o The reorganization will be tax-free and will not take place unless both funds receive a satisfactory opinion concerning the tax consequences of the reorganization from Hale and Dorr LLP, counsel to V.A. Core Equity Fund. The following diagram shows how the reorganization would be carried out. V. A. Core Equity V. A. Core Equity Fund Growth & Income Fund transfers assets assets and liabilities Fund receives assets and liabilities to Growth ----------->---------- and assumes liabilities & Income Fund of V.A. Core Equity Fund Shareholders -----------<---------- Issues Shares V.A. Core Equity Fund receives Growth & Income Fund shares and and distributes them to its shareholders. Other Consequences of the Reorganization. Each fund pays monthly advisory fees equal to the following annual percentage of its average daily net assets: V.A. Core Equity Fund--0.70% and Growth & Income Fund 0.67%. Growth & Income Fund's management fee rate of Fund 0.67% and its pro forma management fee rate of 0.67% are lower than V.A. Core Equity Fund's management fee rate of 0.70%. V.A. Core Equity Fund's gross total annual operating expenses of 0.87% are substantially higher than those of Growth & Income Fund which are 0.79%. Even after the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. Core Equity Fund's total annual operating expenses (0.87%) are higher than those of Growth & Income Fund (0.77%). After the reorganization, Growth & Income Fund's pro forma total annual operating expenses (0.77%) are less than those of V.A. Core Equity Fund's gross total annual operating expenses (0.87%) and net total annual operating expenses (0.87%). Investment management fees as a percentage of average daily net assets. V.A. Core Equity 0.70% Growth & Income 0.71% on first $150 million 0.69% on next $150 million 0.67% in excess of $300 million 10 INVESTMENT RISKS The funds are exposed to various risks that could cause shareholders to lose money on their investments in the funds. The following table shows that the risks affecting each fund are similar and compares the risks affecting each fund. - --------------------------------------------------------------------------------------------------------------------------------- V.A. Core Equity Fund Growth & Income Fund - --------------------------------------------------------------------------------------------------------------------------------- - ------------------------------- -------------------------------------------------------------------------------------------- Stock market risk The value of securities in the fund may go down in response to overall stock market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the fund concentrates in certain sectors, its performance could be worse than that of the overall stock market. - ------------------------------- -------------------------------------------------------------------------------------------- Manager risk The manager and its strategy may fail to produce the intended results. The fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. - ------------------------------- ---------------------------------------------- --------------------------------------------- Investment category risk The large capitalization stocks in which the The large and medium capitalization stocks fund primarily invests could fall out of in which the fund primarily invests could favor with the market, causing the fund to fall out of favor with the market, causing underperform funds that focus on small or the fund to underperform funds that focus medium capitalization stocks. on small capitalization stocks. - ------------------------------- ---------------------------------------------- --------------------------------------------- Non-diversification risk Not applicable. The fund's larger positions in individual companies could lead to more volatile performance relative to more diversified funds. The less diversified the fund's holdings are, the more a specific stock's poor performance is likely to hurt the fund's performance. - ------------------------------- -------------------------------------------------------------------------------------------- Small and medium The fund's investments in small or medium companies may be subject to capitalization capitalization larger and more erratic price movements than investments in large capitalization companies. company risk - ------------------------------- ---------------------------------------------- --------------------------------------------- Initial public offering (IPO) Not applicable. A significant part of the fund's return may risk at times be attributable to investments in IPOs. Many IPO stocks are issued by, and involve the risks associated with, small and medium capitalization companies. - ------------------------------- -------------------------------------------------------------------------------------------- Foreign securities risk Foreign investments involve additional risks, including potentially inadequate or inaccurate financial information and social or political instability. - ------------------------------- -------------------------------------------------------------------------------------------- Derivatives risk Certain derivative instruments can produce disproportionate gains or losses and are riskier than direct investments. Also, in a down market derivatives could become harder to value or sell at a fair price. - ------------------------------- -------------------------------------------------------------------------------------------- Turnover risk In general, the greater the volume of buying and selling by a fund (and the higher its "turnover rate"), the greater the impact that transaction costs will have on the fund's performance. The fund's turnover rate may exceed 100%, which is considered relatively high. - ------------------------------- -------------------------------------------------------------------------------------------- 11 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION Description of Reorganization Shareholders are being asked to approve an Agreement and Plan of Reorganization, a form of which is attached as Exhibit A. The Agreement provides for a reorganization on the following terms: o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 7, 2001, but may occur on any later date before June 30, 2002. V.A. Core Equity Fund will transfer all of its assets to Growth & Income Fund and Growth & Income Fund will assume all of V.A. Core Equity Fund's liabilities. This will result in the addition of V.A. Core Equity Fund's assets to Growth & Income Fund's portfolio. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o Growth & Income Fund will issue to V.A. Core Equity Fund shares in an amount equal to the aggregate net asset value of V.A. Core Equity Fund's shares. As part of the liquidation of V.A. Core Equity Fund, these shares will be distributed immediately to shareholders of record of V.A. Core Equity Fund in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. Core Equity Fund will end up as shareholders of Growth & Income Fund. o After the reorganization is over, the existence of V.A. Core Equity Fund will be terminated. Reasons for the Proposed Reorganization The Board of Trustees of V.A. Core Equity Fund believes that the proposed reorganization will be advantageous to the shareholders of V.A. Core Equity Fund for several reasons. The Board of Trustees considered the following matters, among others, in approving the proposal. First, V.A. Core Equity Fund is no longer being offered to new variable insurance contract holders, making it increasingly difficult for the fund to attract assets. Second, shareholders may be better served by a fund offering more diversification. Growth & Income Fund has a larger asset size than V.A. Core Equity Fund and may invest in a broader range of securities. Combining the funds' assets into a single investment portfolio may broaden diversification. Third, Growth & Income Fund shares have performed similarly to V.A. Core Equity Fund shares over the life of both funds. While past performance cannot predict future results, the Trustees believe that Growth & Income Fund is better positioned than V.A. Core Equity Fund to generate strong returns because of its ability to choose from a broader range of investment opportunities. Fourth, a combined fund may offer economies of scale that can lead to better control over expenses than is possible for V.A. Core Equity Fund alone. Both funds incur substantial costs for accounting, legal, transfer agency services, insurance, and custodial and administrative services. 12 Fifth, Growth & Income Fund's total expenses are lower than V.A. Core Equity Fund's total expenses. As a result of the reorganization, shareholders of V.A. Core Equity Fund may experience a reduction in the total amount of fees, as a percentage of average net assets, that they indirectly pay each month. The Trustees believe that Growth & Income Fund shareholders will also benefit from improved diversification as a result of the reorganization. Although Growth & Income Fund is a larger fund than V.A. Core Equity Fund, the Trustees believe that the addition of V.A. Core Equity Fund's assets may add to the diversification of Growth & Income Fund's overall portfolio and therefore provide an economic benefit to Growth & Income Fund and its shareholders. The Boards of Trustees of both funds also considered that the adviser will also benefit from the reorganization. For example, the adviser might realize time savings from the need to prepare fewer reports and regulatory filings. The Trustees believe, however, that these savings will not amount to a significant economic benefit to the adviser. Comparative Fees and Expense Ratios. As discussed above in the Summary, the advisory fee rate paid by V.A. Core Equity Fund is higher than the rate paid by Growth & Income Fund. Growth & Income Fund's management fee rate of 0.67% and its pro forma management fee rate of 0.67% are lower than V.A. Core Equity Fund's management fee rate of 0.70%. V.A. Core Equity Fund's gross total annual operating expenses of 0.87% are substantially higher that those of Growth & Income Fund which are 0.79%. Even after the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. Core Equity Fund's total annual operating expenses (0.87%) are higher than those of Growth & Income Fund (0.77%). After the reorganization, Growth & Income Fund's pro forma total annual operating expenses (0.77%) are less than those of V.A. Core Equity Fund's gross total annual operating expenses (0.87%) and net total annual operating expenses (0.87%). The Trustees do not believe, given V.A. Core Equity Fund's current size and historical growth rate, that V.A. Core Equity Fund will grow to an asset size that would allow V.A. Core Equity Fund to realize the benefits of economies of scale, including better control over expenses. The Trustees also do not believe that V.A. Core Equity Fund will reach an asset size which will allow V.A. Core Equity Fund to significantly broaden the diversification of its investment portfolio. Comparative Performance. The trustees also took into consideration the relative performance of V.A. Core Equity Fund and Growth & Income Fund. 13 PROPOSAL 2 APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION BETWEEN V.A. LARGE CAP GROWTH FUND AND GROWTH & INCOME FUND A proposal to approve an Agreement and Plan of Reorganization between V.A. Large Cap Growth Fund and Growth & Income Fund. Under this Agreement, V.A. Large Cap Growth Fund would transfer all of its assets to Growth & Income Fund in exchange for shares of Growth & Income Fund. These shares would be distributed proportionately to the shareholders of V.A. Large Cap Growth Fund. Growth & Income Fund would also assume V.A. Large Cap Growth Fund's liabilities. V.A. Large Cap Growth Fund's Board of Trustees recommends that shareholders vote FOR this proposal. SUMMARY Comparison of V.A. Large Cap Growth Fund to Growth & Income Fund - ------------------------------------------------------------------------------------------------------------------- V.A. Large Cap Growth Growth & Income - ------------------------------------------------------------------------------------------------------------------- Business: A diversified series of John Hancock A non-diversified series of John Hancock Declaration Trust. The trust is an Variable Series Trust I. The trust is an open-end investment company organized open-end investment company organized as a as a Massachusetts business trust. Massachusetts business trust. - ------------------------------------------------------------------------------------------------------------------- Net assets as of June 30, $6.3 million. $2,800.0 million. 2001: - ------------------------------------------------------------------------------------------------------------------- Investment adviser and Investment Adviser: Investment Adviser: portfolio managers: John Hancock Advisers, Inc. John Hancock Life Insurance Company Portfolio Managers: Subadviser: Independence Investment LLC William L. Braman -Executive Vice President and Portfolio Managers: Chief Investment Officer of adviser Investment team overseen by: -Joined fund team in 2000 -Joined adviser in 2000 Paul F. McManus -Began business career in 1977 -Senior Vice President of subadviser -Joined team in 1996 Robert J. Uek, CFA -Joined subadviser in 1982 -Vice President of adviser -Joined fund team in 2000 Subadviser: -Joined adviser in 1997 Putnam Investment Management LLC -Began business career in 1990 -Managing since 1937 -Managing fund since November, 2000 Paul J. Berlinguet -Vice President of adviser Portfolio Managers: -Joined fund team in 2001 Investment team overseen by: -Joined adviser in 2001 -Began business career in 1986 C. Beth Cotner, CFA -Managing Director and Chief Investment Officer of subadviser -Joined subadviser in 1995 -Began career in 1976 - ------------------------------------------------------------------------------------------------------------------- 14 - ------------------------------------------------------------------------------------------------------------------- V.A. Large Cap Growth Fund Growth & Income Fund - ------------------------------------------------------------------------------------------------------------------- Investment objective: The fund seeks long-term capital The fund is a non-diversified large and mid appreciation. This objective can be cap stock fund that seeks income and changed without shareholder approval. long-term capital appreciation. This objective can be changed without shareholder approval. - -------------------------- ------------------------------------------- --------------------------------------------- Primary investments: The fund invests at least 65% of assets The fund invests primarily in a diversified in stocks of large capitalization mix of common stocks of large and mid-sized companies (companies in the U.S. companies. The fund employs two capitalization range of the Russell Top subadvisers, Independence and Putnam, each 200 Growth Index, which was $___ million of which employs its own investment to $___ billion as of September 30, approach and independently manages its 2001). The fund generally invests in a portion of the fund. Independence normally diversified portfolio of U.S. companies. invests in 80 to 160 stocks, with at least The managers favor companies for which 65% (usually higher) of its assets in large cap they project an above-average growth rate. companies. Putnam normally invests in 65 to 110 stocks, with at least 65% (usually higher) of its assets in large and mid cap companies. - -------------------------- ----------------------------------------------------------------------------------------- Preferred stocks: The fund may invest in preferred stocks and other types of equity securities. - -------------------------- ------------------------------------------- --------------------------------------------- Foreign securities: The Fund may invest up to 15% of assets The fund may invest in foreign securities in foreign securities. that are U.S. dollar-denominated. - -------------------------- ------------------------------------------- --------------------------------------------- Diversification: The fund is diversified and, with respect The fund is non-diversified and can invest to 75% of total assets, cannot invest more than 5% of assets in securities on a more than 5% of total assets in single issuer. securities of a single issuer. - -------------------------- ------------------------------------------- --------------------------------------------- Initial public offerings Not applicable. The fund may invest in IPOs. ("IPOs"): - -------------------------- ------------------------------------------ --------------------------------------------- Derivatives: The fund may make limited use of certain The fund may make limited use of certain derivatives (investments whose value is derivatives (investments whose value is based on indices, securities, or based on indices or other securities). currencies). - -------------------------- ------------------------------------------ --------------------------------------------- Temporary defensive In abnormal market conditions, the fund In abnormal market conditions, the fund may positions: may temporarily invest extensively in take temporary defensive measures - such as investment-grade short-term securities. holding unusually large amounts of cash and In these and other cases, the fund might cash equivalents - that are inconsistent not achieve its goal. with the fund's primary investment strategy. In taking those measures, the fund may not achieve its investment goal. - -------------------------- ------------------------------------------ --------------------------------------------- 15 The Funds' Expenses Both funds pay various expenses. The first two expense tables appearing below show the expenses for the twelve-month period ended June 30, 2001, adjusted to reflect any changes. Future expenses may be greater or less. The examples contained in each expense table show what you would pay if you invested $10,000 over the various time periods indicated. Each example assumes that you reinvested all dividends and that the average annual return was 5%. (The examples do not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the funds serve as an investment vehicle.) The examples are for comparison purposes only and are not a representation of either fund's actual expenses or returns, either past or future. 16 V.A. Large Cap Growth Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.75% Other expenses 0.31% Total fund operating expenses 1.06% Expense reimbursement (1) 0.06% Actual operating expenses 1.00% Example Year 1 Year 3 Year 5 Year 10 At end of period $102 $320 $555 $1,229 (1) V.A. Large Cap Growth Fund's adviser has agreed to limit expenses, excluding management fees, to 0.25% until 5/1/02. Growth & Income Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.67% Other expenses 0.12% Total fund operating expenses 0.79% Expense reimbursement (1) 0.02% Actual operating expenses 0.77% Example Year 1 Year 3 Year 5 Year 10 At end of period $79 $246 $427 $953 (1) Growth & Income Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. 17 Pro Forma Expense Tables The board of trustees of another John Hancock fund, V.A. Core Equity Fund, has recommended that V.A. Core Equity Fund also reorganize into Growth & Income Fund. The reorganization of V.A. Large Cap Growth Fund with Growth & Income Fund, however, does not depend upon whether the reorganization involving V.A. Core Equity Fund occurs. Your trustees do not expect the total expenses paid by Growth & Income Fund to increase if both reorganizations do occur. The next two expense tables show the hypothetical ("pro forma") expenses of Growth & Income Fund assuming (1) that a reorganization with V.A. Large Cap Growth Fund, but not V.A. Core Equity Fund, occurred on June 30, 2000 or (2) that a reorganization with both V.A. Large Cap Growth Fund and V.A. Core Equity Fund occurred on June 30, 2000. The expenses shown in the table for V.A. Large Cap Growth Fund and Growth & Income Fund are based on fees and expenses incurred during the twelve months ended June 30, 2001, adjusted to reflect any changes. Growth & Income Fund's actual expenses after the reorganization may be greater or less than those shown. The example contained in the pro forma expense table shows what you would pay on a $10,000 investment if the reorganization had occurred on June 30, 2000. Each example assumes that you reinvested all dividends and that the average annual return was 5%. (The examples do not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the funds serve as an investment vehicle.) The pro forma examples are for comparison purposes only and are not a representation of Growth & Income Fund's actual expenses or returns, either past or future. Growth & Income Fund (PRO FORMA) (Assuming reorganization with V.A. Large Cap Growth Fund only) Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.67% Other expenses 0.12% Total fund operating expenses 0.79% Expense reimbursement (1) 0.02% Actual operating expenses 0.77% Pro Forma Example Year 1 Year 3 Year 5 Year 10 At end of period $79 $246 $427 $953 (1) Growth & Income Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. 18 Growth & Income Fund (PRO FORMA) (Assuming reorganization with both V.A. Large Cap Growth Fund and V.A. Core Equity Fund) Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.67% Other expenses 0.12% Total fund operating expenses 0.79% Expense reimbursement (1) 0.02% Actual operating expenses 0.77% Pro Forma Example Year 1 Year 3 Year 5 Year 10 At end of period $79 $246 $427 $953 (1) Growth & Income Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. The Reorganization o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 7, 2001, but may occur on any later date before June 30, 2002. V.A. Large Cap Growth Fund will transfer all of its assets to Growth & Income Fund. Growth & Income Fund will assume V.A. Large Cap Growth Fund's liabilities. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o Growth & Income Fund will issue to V.A. Large Cap Growth Fund shares in an amount equal to the aggregate net asset value of V.A. Large Cap Growth Fund's shares. These shares will be distributed immediately to V.A. Large Cap Growth Fund's shareholders in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. Large Cap Growth Fund will end up as shareholders of Growth & Income Fund. o After the reorganization is over, V.A. Large Cap Growth Fund will be terminated. o The reorganization will be tax-free and will not take place unless both funds receive a satisfactory opinion concerning the tax consequences of the reorganization from Hale and Dorr LLP, counsel to V.A. Large Cap Growth Fund. The following diagram shows how the reorganization would be carried out. 19 V.A. Large Cap Growth V.A. Large Cap Growth Fund Growth & Income Fund transfers assets assets and liabilities Fund receives assets and liabilities to Growth ------------->------------- and assumes liabilities & Income Fund of V.A. Large Cap Growth Fund Shareholders -------------<------------- Issues Shares V.A. Large Cap Growth Fund receives Growth & Income Fund shares and and distributes them to its shareholders. Other Consequences of the Reorganization. Each fund pays monthly advisory fees equal to the following annual percentage of its average daily net assets: V.A. Large Cap Growth Fund--0.75% and Growth & Income Fund 0.67%. Growth & Income Fund's management fee rate of 0.67% and its pro forma management fee rate of 0.67% are lower than V.A. Large Cap Growth Fund's management fee rate of 0.75%. V.A. Large Cap Growth Fund's gross total annual operating expenses of 1.06% are substantially higher that those of Growth & Income Fund which are 0.79%. Even after the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. Large Cap Growth Fund's total annual operating expenses (1.00%) are higher than those of Growth & Income Fund (0.77%). After the reorganization, Growth & Income Fund's pro forma total annual operating expenses (0.77%) are less than those of V.A. Large Cap Growth Fund's gross total annual operating expenses (1.06%) and net total annual operating expenses (1.00%). Investment advisory fees as a percentage of average daily net assets. V.A. Large Cap Growth 0.75% Growth & Income 0.71% on first $150 million 0.69% on next $150 million 0.67% in excess of $300 million INVESTMENT RISKS The funds are exposed to various risks that could cause shareholders to lose money on their investments in the funds. The following table shows that the risks affecting each fund are similar and compares the risks affecting each fund. - --------------------------------------------------------------------------------------------------------------------------------- V.A. Large Cap Growth Fund Growth & Income Fund - --------------------------------------------------------------------------------------------------------------------------------- Stock market risk The value of securities in the fund may go down in response to overall stock market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the fund concentrates in certain sectors, its performance could be worse than that of the overall stock market. - ------------------------------- ------------------------------------------------------------------------------------------ Manager risk The manager and its strategy may fail to produce the intended results. The fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. - ------------------------------- --------------------------------------------- -------------------------------------------- Investment category risk The large capitalization stocks in which The large and medium capitalization stocks the fund primarily invests could fall out in which the fund primarily invests could of favor with the market, causing the fund fall out of favor with the market, causing to underperform funds that focus on small the fund to underperform funds that focus or medium capitalization stocks. on small capitalization stocks. - ------------------------------- --------------------------------------------- -------------------------------------------- Non-diversification risk Not applicable. The fund's larger positions in individual companies could lead to more volatile performance relative to more diversified funds. The less diversified the fund's holdings are, the more a specific stock's poor performance is likely to hurt the fund's performance. - ------------------------------- --------------------------------------------- -------------------------------------------- Small and medium The fund's investments in small or medium capitalization companies may be subject to capitalization company risk larger and more erratic price movements than investments in large capitalization companies. - ------------------------------- ------------------------------------------------------------------------------------------ 20 - --------------------------------------------------------------------------------------------------------------------------------- V.A. Large Cap Growth Fund Growth & Income Fund - --------------------------------------------------------------------------------------------------------------------------------- Initial public offering (IPO) Not applicable. A significant part of the fund's risk return may at times be attributable to investments in IPOs. Many IPO stocks are issued by, and involve the risks associated with, small and medium capitalization companies. - ------------------------------- --------------------------------------------- -------------------------------------------- Foreign securities risk Foreign investments involve additional risks, including potentially inadequate or inaccurate financial information and social or political instability. - ------------------------------- ------------------------------------------------------------------------------------------ Derivatives risk Certain derivative instruments can produce disproportionate gains or losses and are riskier than direct investments. Also, in a down market derivatives could become harder to value or sell at a fair price. - ------------------------------- ------------------------------------------------------------------------------------------ Turnover risk In general, the greater the volume of buying and selling by a fund (and the higher its "turnover rate"), the greater the impact that transaction costs will have on the fund's performance. The fund's turnover rate may exceed 100%, which is considered relatively high. - ------------------------------- ------------------------------------------------------------------------------------------ 21 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION Description of Reorganization Shareholders are being asked to approve an Agreement and Plan of Reorganization, a form of which is attached as Exhibit A. The Agreement provides for a reorganization on the following terms: o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 7, 2001, but may occur on any later date before June 30, 2002. V.A. Large Cap Growth Fund will transfer all of its assets to Growth & Income Fund and Growth & Income Fund will assume all of V.A. Large Cap Growth Fund's liabilities. This will result in the addition of V.A. Large Cap Growth Fund's assets to Growth & Income Fund's portfolio. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o Growth & Income Fund will issue to V.A. Large Cap Growth Fund shares in an amount equal to the aggregate net asset value of V.A. Large Cap Growth Fund's shares. As part of the liquidation of V.A. Large Cap Growth Fund, these shares will be distributed immediately to shareholders of record of V.A. Large Cap Growth Fund in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. Large Cap Growth Fund will end up as shareholders of Growth & Income Fund. o After the reorganization is over, the existence of V.A. Large Cap Growth Fund will be terminated. Reasons for the Proposed Reorganization The Board of Trustees of V.A. Large Cap Growth Fund believes that the proposed reorganization will be advantageous to the shareholders of V.A. Large Cap Growth Fund for several reasons. The Board of Trustees considered the following matters, among others, in approving the proposal. First, V.A. Large Cap Growth Fund is no longer being offered to new variable insurance contract holders, making it increasingly difficult for the fund to attract assets. Second, shareholders may be better served by a fund offering more diversification. Growth & Income Fund has a larger asset size than V.A. Large Cap Growth Fund and may invest in a broader range of securities. Combining the funds' assets into a single investment portfolio may broaden diversification. Third, Growth & Income Fund shares have performed better than V.A. Large Cap Growth Fund over the life of both funds. While past performance cannot predict future results, the Trustees believe that Growth & Income Fund is better positioned than V.A. Large Cap Growth Fund to generate strong returns because of its ability to choose from a broader range of investment opportunities. Fourth, a combined fund may offer economies of scale that can lead to better control over expenses than is possible for V.A. Large Cap Growth Fund alone. Both funds incur substantial costs for accounting, legal, transfer agency services, insurance, and custodial and administrative services. Fifth, Growth & Income Fund's total expenses are lower than V.A. Large Cap Growth Fund's total expenses. As a result of the reorganization, shareholders of V.A. Large Cap Growth Fund may experience a reduction in the total amount of fees, as a percentage of average net assets, that they indirectly pay each month. The Trustees believe that Growth & Income Fund shareholders will also benefit from improved diversification as a result of the reorganization. Although Growth & Income Fund is a larger fund than V.A. Large Cap Growth Fund, the Trustees believe that the addition of V.A. Large Cap Growth Fund's assets may add to the diversification of Growth & Income Fund's overall portfolio and therefore provide an economic benefit to Growth & Income Fund and 22 its shareholders without the obligation to pay commissions or other transaction costs that a fund normally incurs when purchasing securities. The Boards of Trustees of both funds also considered that the adviser will also benefit from the reorganization. For example, the adviser might realize time savings from the need to prepare fewer reports and regulatory filings. The Trustees believe, however, that these savings will not amount to a significant economic benefit to the adviser. Comparative Fees and Expense Ratios. As discussed above in the Summary, the advisory fee rate paid by V.A. Large Cap Growth Fund is higher than the rate paid by Growth & Income Fund. Growth & Income Fund's management fee rate of 0.67% and its pro forma management fee rate of 0.67% are lower than V.A. Large Cap Growth Fund's management fee rate of 0.75%. V.A. Large Cap Growth Fund's gross total annual operating expenses of 1.06% are substantially higher that those of Growth & Income Fund which are 0.79%. Even after the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. Large Cap Growth Fund's total annual operating expenses (1.00%) are higher than those of Growth & Income Fund (0.77%). After the reorganization, Growth & Income Fund's pro forma total annual operating expenses (0.77%) are less than those of V.A. Large Cap Growth Fund's gross total annual operating expenses (1.06%) and net total annual operating expenses (1.00%). V.A. Large Cap Growth Fund has not increased its asset size. The Trustees do not believe, given V.A. Large Cap Growth Fund's current size and historical growth rate, that V.A. Large Cap Growth Fund will grow to an asset size that would allow V.A. Large Cap Growth Fund to realize the benefits of economies of scale, including better control over expenses. The Trustees also do not believe that V.A. Large Cap Growth Fund will reach an asset size which will allow V.A. Large Cap Growth Fund to significantly broaden the diversification of its investment portfolio. 23 Comparative Performance. The trustees also took into consideration the relative performance of V.A. Large Cap Growth Fund and Growth & Income Fund. PROPOSAL 3 APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION BETWEEN V.A. 500 INDEX FUND AND EQUITY INDEX FUND A proposal to approve an Agreement and Plan of Reorganization between V.A. 500 Index Fund and Equity Index Fund . Under this Agreement, V.A. 500 Index Fund would transfer all of its assets to Equity Index Fund in exchange for shares of Equity Index Fund. These shares would be distributed proportionately to the shareholders of V.A. 500 Index Fund. Equity Index Fund would also assume V.A. 500 Index Fund's liabilities. V.A. 500 Index Fund's Board of Trustees recommends that shareholders vote FOR this proposal. SUMMARY Comparison of V.A. 500 Index Fund to Equity Index Fund - ------------------------------------------------------------------------------------------------------------------------ V.A. 500 Index Fund Equity Index Fund - ------------------------------------------------------------------------------------------------------------------------ Business: The fund is a diversified series of The fund is a diversified series of John Hancock John Hancock Declaration Trust. Variable Series Trust I. The trust is an open-end The trust is an open-end investment investment management company organized as a company organized as a Massachusetts Business Trust. Massachusetts business trust. - ------------------------------------------------------------------------------------------------------------------------ Net assets as of June 30, $18.4 million. $539.1 million. 2001: - ------------------------------------------------------------------------------------------------------------------------ Investment adviser and Investment adviser: Investment adviser: portfolio managers: John Hancock Advisers, Inc. John Hancock Life Insurance Company Portfolio manager: Subadviser: SSgA Funds Management, Inc. James D. Schantz, CFA -Vice President of adviser Portfolio Managers: -Joined fund team in 2000 -Joined adviser in 1998 John A. Tucker -Began business career in 1970 -Principal of Subadviser -Joined subadviser in 1988 James B. May -Principal of Subadviser -Joined subadviser in 1989 - ------------------------------------------------------------------------------------------------------------------------ Investment objective: The fund seeks to provide investment The fund is a stock fund that seeks to results that correspond to the total track the performance of the S&P 500 return performance of the Standard & Index, which emphasizes the stocks of Poor's 500 Stock Price Index. This large U.S. companies. This objective can objective can be changed without be changed without shareholder approval. shareholder approval. - --------------------------- ----------------------------------------- ------------------------------------------- Primary investments: The fund normally invests at least 80% The fund normally invests in all stocks of assets in common stocks of S&P 500 included in the Index. The manager companies in approximately the same employs a passive management strategy by proportions as they are represented in normally investing in each stock in the index. The fund is passively roughly the same proportion as managed. Under normal circumstances, represented in the Index. The fund is the fund is fully invested - directly normally fully invested. or through futures and options contracts - in all 500 stocks represented in the index. The fund normally maintains less than 1% of assets in cash or cash equivalents. - --------------------------- ------------------------------------------------------------------------------------- Exchange traded funds: The fund may invest in Standard & Poor's Depositary Receipts ("SPDRs") and other exchange traded funds designed to track the S&P 500 Index. - --------------------------- ------------------------------------------------------------------------------------- Foreign securities: The fund may invest in U.S. dollar-denominated foreign securities. - --------------------------- ------------------------------------------------------------------------------------- Diversification: The fund is diversified and, with respect to 75% of total assets, cannot invest more than 5% of total assets in securities of a single issuer. - --------------------------- ------------------------------------------------------------------------------------- Derivatives: The fund may invest in certain derivatives (investments whose value is based on indices or other securities) to maintain market exposure and manage cash flow. - --------------------------- ------------------------------------------------------------------------------------- 24 The Funds' Expenses Both funds pay various expenses. The first two expense tables appearing below show the expenses for the twelve-month period ended June 30, 2001, adjusted to reflect any changes. Future expenses may be greater or less. The examples contained in each expense table show what you would pay if you invested $10,000 over the various time periods indicated. Each example assumes that you reinvested all dividends and that the average annual return was 5%. (The examples do not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the funds serve as an investment vehicle.) The examples are for comparison purposes only and are not a representation of either fund's actual expenses or returns, either past or future. 25 V.A. 500 Index Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee(1) 0.35% Other expenses 0.74% Total fund operating expenses 1.09% Expense reimbursement (2)(1) 0.74% Actual operating expenses 0.35% Example Year 1 Year 3 Year 5 Year 10 At end of period $36 $113 $197 $445 (1) The adviser has agreed to limit the management fee to 0.10% at least until 4/30/02. (2) V.A. 500 Index Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.25% at least until 4/30/02. Equity Index Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.13% Other expenses 0.04% Total fund operating expenses 0.17% Expense reimbursement (1) 0.00% Actual operating expenses 0.17% Example Year 1 Year 3 Year 5 Year 10 At end of period $17 $55 $96 $217 (1) Equity Index Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. Pro Forma Expense Table 26 The following expense table shows the pro forma expenses of Equity Index Fund assuming that a reorganization with V.A. 500 Index Fund occurred on June 30, 2000. The expenses shown in the table are based on fees and expenses incurred during the twelve months ended June 30, 2001, adjusted to reflect any changes. Equity Index Fund's actual expenses after the reorganization may be greater or less than those shown. The example contained in the pro forma expense table shows what you would pay on a $10,000 investment if the reorganization had occurred on June 30, 2000. The example assumes that you reinvested all dividends and that the average annual return was 5%. (The example does not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the fund serves as an investment vehicle.) The pro forma example is for comparison purposes only and is not a representation of Equity Index Fund's actual expenses or returns, either past or future. Equity Index Fund (PRO FORMA) (Assuming reorganization with V.A. 500 Index Fund) Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.13% Other expenses 0.04% Total fund operating expenses 0.17% Expense reimbursement (1) 0.00% Actual operating expenses 0.17% Pro Forma Example Year 1 Year 3 Year 5 Year 10 At end of period $17 $55 $96 $217 (1) Equity Index Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. The Reorganization o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 14, 2001, but may occur on any later date before June 30, 2002. V.A. 500 Index Fund will transfer all of its assets to Equity Index Fund. Equity Index Fund will assume V.A. 500 Index Fund's liabilities. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o Equity Index Fund will issue to V.A. 500 Index Fund shares in an amount equal to the aggregate net asset value of V.A. 500 Index Fund's shares. These shares will be distributed immediately to V.A. 500 Index Fund's shareholders in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. 500 Index Fund will end up as shareholders of Equity Index Fund. o After the reorganization is over, V.A. 500 Index Fund will be terminated. o The reorganization will be tax-free and will not take place unless both funds receive a satisfactory opinion concerning the tax consequences of the reorganization from Hale and Dorr LLP, counsel to the V.A. 500 Index Fund. 27 The following diagram shows how the reorganization would be carried out. V. A. 500 Index V. A. 500 Index Fund Equity Index Fund transfers assets assets and liabilities Fund receives assets and liabilities to Equity ----------->---------- and assumes liabilities Index Fund of V.A. 500 Index Fund Shareholders -----------<---------- Issues Shares V.A. 500 Index Fund receives Equity Index Fund shares and and distributes them to its shareholders. Other Consequences of the Reorganization. Each fund pays monthly advisory fees equal to the following annual percentage of its average daily net assets: V.A. 500 Index Fund--0.35% (before the Advisers agreement to limit the management fee to 0.10% at least until April 30, 2002) and Equity Index Fund 0.13%. Equity Index Fund's management fee rate of 0.13% and its pro forma management fee rate of 0.13% are less than V.A. 500 Index Fund's gross management fee rate of 0.35%. V.A. 500 Index Fund's gross total annual operating expenses of 1.09% are substantially higher than those of Equity Index Fund which are 0.17%. Even after the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. 500 Index Fund's total annual operating expenses (0.35%) are higher than those of Equity Index Fund (0.17%). After the reorganization, Equity Index Fund's pro forma total annual operating expenses (0.17%) are less than those of V.A. 500 Index Fund's gross total annual operating expenses (1.09%) and net total annual operating expenses (0.35%). Investment advisory fees as a percentage of average daily net assets. V.A. 500 Index 0.35%* Equity Index 0.15% on first $75 million 0.14% on next $50 million 0.13% in excess of $125 million *Fee limited to 0.10% until 5/1/02. 28 INVESTMENT RISKS The funds are exposed to various risks that could cause shareholders to lose money on their investments in the funds. The following table shows that the risks affecting each fund are similar and compares the risks affecting each fund. - ---------------------------------------------------------------------------------------------------------------------- V.A. 500 Index Fund Equity Index Fund - ---------------------------------------------------------------------------------------------------------------------- Stock market risk The value of securities in the fund may go down in response to overall stock market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. As an index fund, the fund will be less able than most funds to take defensive positions in abnormal market conditions. If the fund concentrates in certain sectors, its performance could be worse than that of the overall stock market. - ------------------------------- ------------------------------------------------------------------------------------------ Manager risk The manager and its strategy may fail to produce the intended results. The fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. - ------------------------------- ------------------------------------------------------------------------------------------ Investment category risk The large capitalization stocks that make up the Standard & Poor's 500 Stock Price Index and in which the fund primarily invests could fall out of favor with the market. This would cause the fund to underperform funds that focus on small or medium capitalization stocks. - ------------------------------- ------------------------------------------------------------------------------------------ Index replication risk Certain investment practices may cause the fund's composition and performance to deviate from those of the index. o The securities selected by the manager may not be fully representative of the index. o Transaction costs may reduce the fund's performance below that of the index. o The size and timing of the fund's cash flows may cause its performance to differ from that of the index. o The relative proportions of stocks in the fund's portfolio could drift overtime, which could increase tracking error. - ------------------------------- ------------------------------------------------------------------------------------------ Correlation risk The performance of S&P index-based futures, The performance of S&P index-based futures options and exchange traded funds may and options may correlate less closely correlate less closely than direct stock than direct stock investments with the investments with the performance of the performance of the index. index. - ------------------------------- --------------------------------------------- -------------------------------------------- Derivatives risk Certain derivative instruments can produce disproportionate gains or losses and are riskier than direct investments. Also, in a down market derivatives could become harder to value or sell at a fair price. - ------------------------------- ------------------------------------------------------------------------------------------ PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION Description of Reorganization Shareholders are being asked to approve an Agreement and Plan of Reorganization, a copy of which is attached as Exhibit A. The Agreement provides for a reorganization on the following terms: o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 14, 2001, but may occur on any later date before June 30, 2002. V.A. 500 Index Fund will transfer all of its assets to Equity Index Fund and Equity Index Fund will assume all of V.A. 500 Index Fund's liabilities. This will result in the addition of V.A. 500 Index Fund's assets to Equity Index Fund's portfolio. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o Equity Index Fund will issue to V.A. 500 Index Fund shares in an amount equal to the aggregate net asset value of V.A. 500 Index Fund's shares. As part of the liquidation of V.A. 500 Index Fund, these shares will be distributed immediately to shareholders of record of V.A. 500 Index 29 Fund in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. 500 Index Fund will end up as shareholders of Equity Index Fund. o After the reorganization is over, the existence of V.A. 500 Index Fund will be terminated. Reasons for the Proposed Reorganization. The Board of Trustees of V.A. 500 Index Fund believes that the proposed reorganization will be advantageous to the shareholders of V.A. 500 Index Fund for several reasons. The Board of Trustees considered the following matters, among others, in approving the proposal. First, V.A. 500 Index Fund is no longer being offered to new variable insurance contract holders, making it increasingly difficult for the fund to attract assets. Second, shareholders may be better served by a fund offering more diversification. Equity Index Fund has a larger asset size than V.A. 500 Index Fund. Combining the funds' assets into a single investment portfolio may broaden diversification. Third, Equity Index Fund shares have performed better than V.A. 500 Index Fund over the life of both funds. While past performance cannot predict future results, the Trustees believe that Equity Index Fund is better positioned than V.A. 500 Index Fund to continue to generate strong returns. Fourth, a combined fund may offer economies of scale that can lead to better control over expenses than is possible for V.A. 500 Index Fund alone. Both funds incur substantial costs for accounting, legal, transfer agency services, insurance, and custodial and administrative services. Fifth, Equity Index Fund's total expenses are lower than V.A. 500 Index Fund's total expenses. As a result of the reorganization, shareholders of V.A. 500 Index Fund may experience a reduction in the total amount of fees, as a percentage of average net assets, that they indirectly pay each month. The Trustees believe that Equity Index Fund shareholders will also benefit from improved diversification as a result of the reorganization. Although Equity Index Fund is a larger fund than V.A. 500 Index Fund, the Trustees believe that the addition of V.A. 500 Index Fund's assets may add to the diversification of Equity Index Fund's overall portfolio and therefore provide an economic benefit to Equity Index Fund and its shareholders. The Boards of Trustees of both funds also considered that the adviser will also benefit from the reorganization. For example, the adviser might realize time savings from a consolidated portfolio management effort and from the need to prepare fewer reports and regulatory filings as well as prospectus disclosure for one fund instead of two. The Trustees believe, however, that these savings will not amount to a significant economic benefit to the adviser. Comparative Fees and Expense Ratios. As discussed above in the Summary, the advisory fee rate paid by V.A. 500 Index Fund is more than the rate paid by Equity Index Fund. Equity Index Fund's management fee rate of 0.13% and its pro forma management fee rate of 0.13% are less than V.A. 500 Index Fund's management fee rate of 0.35%. V.A. 500 Index Fund's gross total annual operating expenses of 1.09% are substantially higher that those of Equity Index Fund, which are 0.17%. Even after the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. 500 Index Fund's total annual operating expenses (0.35%) are higher than those of Equity Index Fund (0.17%). After the reorganization, Equity Index Fund's pro forma total annual operating expenses (0.17%) are less than those of V.A. 500 Index Fund's gross total annual operating expenses (1.09%) and net total annual operating expenses (0.35%). V.A. 500 Index Fund has not increased its asset size. The Trustees do not believe, given V.A. 500 Index Fund's current size and historical growth rate, that V.A. 500 Index Fund will grow to an asset size that would allow V.A. 500 Index Fund to realize the benefits of economies of scale, including better control over expenses. The Trustees also do not believe that V.A. 500 Index Fund will reach an asset size which will allow V.A. 500 Index Fund to significantly broaden the diversification of its investment portfolio. 30 Comparative Performance. The trustees also took into consideration the relative performance of V.A. 500 Index Fund and Equity Index Fund. PROPOSAL 4 APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION BETWEEN V.A. INTERNATIONAL FUND AND INTERNATIONAL EQUITY FUND A proposal to approve an Agreement and Plan of Reorganization between V.A. International Fund and International Equity Fund. Under this Agreement, V.A. International Fund would transfer all of its assets to International Equity Fund in exchange for shares of International Equity Fund. These shares would be distributed proportionately to the shareholders of V.A. International Fund. International Equity Fund would also assume V.A. International Fund's liabilities. V.A. International Fund's Board of Trustees recommends that shareholders vote FOR this proposal. SUMMARY Comparison of V.A. International Fund to International Equity Fund - ------------------------------------------------------------------------------------------------------------------- V.A. International International Equity - ------------------------------------------------------------------------------------------------------------------- Business: A diversified series of John Hancock A diversified series of John Hancock Declaration Trust. The trust is an Variable Series Trust I. The trust is an open-end investment company organized open-end investment company organized as a as a Massachusetts business trust. Massachusetts business trust. - ------------------------------------------------------------------------------------------------------------------- Net assets as of $5.0 million. $21.1 million. June 30, 2001: - ------------------------------------------------------------------------------------------------------------------- Investment adviser and Investment Adviser: Investment Adviser: portfolio managers: John Hancock Advisers, Inc. John Hancock Life Insurance Company Subadviser: Subadviser: Nicholas-Applegate Capital Management Goldman Sachs Asset Management -U.S. based team responsible for day- -Managing since 1988 to-day investment management -Managed fund since August 1999 -Managed fund since December 2000 -Founded in 1984 Fund Managers: -Supervised by the adviser Management by investment team overseen by: Shogo Maeda -Managing director of subadviser -Joined subadviser in 1994 Susan Noble -Managing director of subadviser -Joined subadviser in 1997 Andrew Orchard -Executive director of subadviser -Joined subadviser in 1999 - ------------------------------------------------------------------------------------------------------------------- 31 - -------------------------------------------------------------------------------------------------------------------- V.A. International Fund International Equity Fund - -------------------------------------------------------------------------------------------------------------------- Investment objective: The fund seeks long-term growth of The fund is an international stock fund that capital. This objective can be seeks long-term capital appreciation. This changed without shareholder approval. objective can be changed without shareholder approval. - --------------------------- --------------------------------------- ----------------------------------------------- Primary investments: The fund invests at least 80% of The fund primarily invests in a diversified assets in stocks of foreign mix of common stocks of large established and companies. The fund does not medium-sized foreign companies located maintain a fixed allocation of primarily in developed countries outside the assets, either with respect to U.S. The fund normally invests at least 65% securities type or geography. The of its assets in securities of non-U.S. managers allocate the fund's assets entities. The fund invests in at least 3 among securities of countries that different countries other than the U.S., but are expected to provide the best normally invests in 10 to 35 countries. The opportunities for meeting the fund's fund normally invests in 120 to 200 stocks investment objective. and normally has 10% or less (usually lower) of its assets in cash and cash equivalents. - --------------------------- --------------------------------------------------------------------------------------- Other Investments: The fund may invest in American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs"). - --------------------------- --------------------------------------- ----------------------------------------------- Emerging market The fund may invest up to 30% of The fund will invest no more than 10% of securities: assets in emerging markets. assets in emerging market stocks. - --------------------------- --------------------------------------- ----------------------------------------------- Diversification: The fund is diversified and cannot The fund is diversified and, with respect to invest more than 5% of total assets 75% of total assets, cannot invest more than in any one security. 5% of total assets in securities of a single issuer. - --------------------------- --------------------------------------- ----------------------------------------------- Initial public offerings Not applicable. The fund may invest in IPOs. ("IPOs"): - --------------------------- --------------------------------------------------------------------------------------- Derivatives: The fund may make limited use of certain derivatives (investments whose value is based on indices, securities, or currencies). - --------------------------- ------------------------------------------- ------------------------------------------- Temporary defensive In abnormal market conditions, the fund In abnormal market conditions, the fund positions: may temporarily invest more than 20% of may take temporary defensive measures - assets in investment-grade short-term such as holding unusually large amounts securities. In these and other cases, of cash and cash equivalents - that are the fund might not achieve its goal. inconsistent with the fund's primary investment strategy. In taking those measures, the fund may not achieve its investment goal. - --------------------------- ------------------------------------------- ------------------------------------------- 32 The Funds' Expenses Both funds pay various expenses. The first two expense tables appearing below show the expenses for the twelve-month period ended June 30, 2001, adjusted to reflect any changes. Future expenses may be greater or less. The examples contained in each expense table show what you would pay if you invested $10,000 over the various time periods indicated. Each example assumes that you reinvested all dividends and that the average annual return was 5%. (The examples do not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the funds serve as an investment vehicle.) The examples are for comparison purposes only and are not a representation of either fund's actual expenses or returns, either past or future. 33 V.A. International Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.90% Other expenses 2.70% Total fund operating expenses 3.60% Expense reimbursement (1) 2.45% Actual operating expenses 1.15% Example Year 1 Year 3 Year 5 Year 10 At end of period $117 $366 $634 $1,399 (1) V.A. International Fund's adviser has agreed to limit expenses, excluding management fees, to 0.25% until 5/1/02. International Equity Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 1.20% Other expenses 0.80% Total fund operating expenses 2.00% Expense reimbursement (1) 0.70% Actual operating expenses 1.30% Example Year 1 Year 3 Year 5 Year 10 At end of period $133 $413 $714 $1,571 (1) International Equity Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. 34 Pro Forma Expense Table The following expense table shows the pro forma expenses of International Equity Fund assuming that a reorganization with V.A. International Fund occurred on June 30, 2000. The expenses shown in the table are based on fees and expenses incurred during the twelve months ended June 30, 2001, adjusted to reflect any changes. International Equity Fund's actual expenses after the reorganization may be greater or less than those shown. The example contained in the pro forma expense table shows what you would pay on a $10,000 investment if the reorganization had occurred on June 30, 2000. The example assumes that you reinvested all dividends and that the average annual return was 5%. (The example does not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the fund serves as an investment vehicle.) The pro forma example is for comparison purposes only and is not a representation of International Equity Fund's actual expenses or returns, either past or future. International Equity Fund (PRO FORMA) (Assuming reorganization with V.A. International Fund) Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 1.20% Other expenses 0.80% Total fund operating expenses 2.00% Expense reimbursement (1) 0.70% Actual operating expenses 1.30% Pro Forma Example Year 1 Year 3 Year 5 Year 10 At end of period $132 $413 $714 $1,571 (1) International Equity Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. The Reorganization o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 14, 2001, but may occur on any later date before June 30, 2002. V.A. International Fund will transfer all of its assets to International Equity Fund. International Equity Fund will assume V.A. International Fund's liabilities. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o International Equity Fund will issue to V.A. International Fund shares in an amount equal to the aggregate net asset value of V.A. International Fund's share. These shares will be distributed immediately to V.A. International Fund's shareholders in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. International Fund will end up as shareholders of International Equity Fund. o After the reorganization is over, V.A. International Fund will be terminated. 35 o The reorganization will be tax-free and will not take place unless both funds receive a satisfactory opinion concerning the tax consequences of the reorganization from Hale and Dorr LLP, counsel to V.A. International Fund. The following diagram shows how the reorganization would be carried out. V.A. International V.A. International Fund International Equity Fund transfers assets assets and liabilities Fund receives assets and liabilities to International ----------->------------ and assumes liabilities Equity Fund of V.A. International Fund Shareholders -----------<------------ Issues Shares V.A. International Fund receives International Equity Fund shares and and distributes them to its shareholders. Other Consequences of the Reorganization. Each fund pays monthly advisory fees equal to the following annual percentage of its average daily net assets: V.A. International Fund-- 0.90% and International Equity -1.20%. International Equity Fund's management fee rate of 1.20% and its pro forma management fee rate of 1.20% are higher than V.A. International Fund's management fee rate of 0.90%. V.A. International Fund's gross total annual operating expenses of 3.60% are substantially higher than those of International Equity Fund which are 2.00%. After the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. International Fund's total annual operating expenses (1.15%) are lower than those of International Equity Fund (1.30%). After the reorganization, International Equity Fund's pro forma total annual operating expenses (2.00%) are less than those of V.A. International Fund's gross total annual operating expenses (3.60%) but not net total annual operating expenses (1.15%). Investment advisory fees as a percentage of average daily net assets. V.A. International 0.90% International Equity 1.20% on first $50 million 1.05% on next $150 million 1.00% in excess of $200 million 36 INVESTMENT RISKS The funds are exposed to various risks that could cause shareholders to lose money on their investments in the funds. The following table shows that the risks affecting each fund are similar and compares the risks affecting each fund. - ----------------------------------------------------------------------------------------------------------------------------- V.A. International Fund International Equity Fund - ----------------------------------------------------------------------------------------------------------------------------- - ------------------------------- -------------------------------------------------------------------------------------------- Stock market risk The value of securities in the fund may go down in response to overall stock market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the fund concentrates in certain sectors or geographic regions, its performance could be worse than that of the overall stock market. - ------------------------------- -------------------------------------------------------------------------------------------- Foreign investment risk Foreign investments are riskier than investments in U.S. companies. The special risks of foreign investments include: o Economic, political and social instability o Lack of reliable, publicly available information o Limited or excessive government regulation o Adverse governmental actions ranging from tax law changes to the collapse of governments o Lack of liquidity o Foreign currency exchange rate fluctuations o Restrictions on currency transfers o Foreign ownership limits These risks are more severe in emerging market countries. - ------------------------------- -------------------------------------------------------------------------------------------- Manager risk The manager and its strategy may fail to produce the intended results. The fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. - ------------------------------- ---------------------------------------------- --------------------------------------------- Investment category risk Not applicable because the fund does not The large and medium capitalization stocks allocate a fixed amount of assets to any in which the fund primarily invests could particular region, country, industry, fall out of favor with the market, causing capitalization level or other investment the fund to underperform funds that focus category. on small capitalization stocks. - ------------------------------- ---------------------------------------------- --------------------------------------------- Initial public offering (IPO) Not applicable. A significant part of the fund's return may risk at times be attributable to investments in IPOs. Many IPO stocks are issued by small and medium capitalization companies. These stocks may be subject to larger and more erratic price movements than investments in large capitalization companies. - ------------------------------- -------------------------------------------------------------------------------------------- Derivatives risk Certain derivative instruments can produce disproportionate gains or losses and are riskier than direct investments. Also, in a down market derivatives could become harder to value or sell at a fair price. - ------------------------------- -------------------------------------------------------------------------------------------- Liquidity and valuation risks In a down or unstable market, the fund's investments could become harder to value accurately or to sell at a fair price. - ------------------------------- ---------------------------------------------- --------------------------------------------- Turnover risk In general, the greater the volume of buying The fund's turnover rate generally does not and selling by a fund (and the higher its exceed 100%. "turnover rate"), the greater the impact that transaction costs will have on the fund's performance. The fund's turnover rate may exceed 100%, which is considered relatively high. - ------------------------------- ---------------------------------------------- --------------------------------------------- 37 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION Description of Reorganization Shareholders are being asked to approve an Agreement and Plan of Reorganization, a form of which is attached as Exhibit A. The Agreement provides for a reorganization on the following terms: o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 14, 2001, but may occur on any later date before June 30, 2002. V.A. International Fund will transfer all of its assets to International Equity Fund and International Equity Fund will assume all of V.A. International Fund's liabilities. This will result in the addition of V.A. International Fund's assets to International Equity Fund's portfolio. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o International Equity Fund will issue to V.A. International Fund shares in an amount equal to the aggregate net asset value of V.A. International Fund's shares. As part of the liquidation of V.A. International Fund, these shares will be distributed immediately to shareholders of record of V.A. International Fund in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. International Fund will end up as shareholders of International Equity Fund. o After the reorganization is over, the existence of V.A. International Fund will be terminated. Reasons for the Proposed Reorganization The Board of Trustees of V.A. International Fund believes that the proposed reorganization will be advantageous to the shareholders of V.A. International Fund for several reasons. The Board of Trustees considered the following matters, among others, in approving the proposal. First, V.A. International Fund is no longer being offered to new variable insurance contract holders, making it increasingly difficult for the fund to attract assets. Second, shareholders may be better served by a fund offering more diversification. International Equity Fund has a larger asset size than V.A. International Fund and may invest in a broader range of securities. Combining the funds' assets into a single investment portfolio may broaden diversification. Third, International Equity Fund shares have performed better than V.A. International Fund over the one year period ended June 30, 2001. While past performance cannot predict future results, the Trustees believe that International Equity Fund is better positioned than V.A. International Fund to generate strong returns because of its greater flexibility to choose from among a broader range of investment opportunities. Fourth, a combined fund may offer economies of scale that can lead to better control over expenses than is possible for V.A. International Fund alone. Both funds incur substantial costs for accounting, legal, transfer agency services, insurance, and custodial and administrative services. The Trustees believe that International Equity Fund shareholders will also benefit from improved diversification as a result of the reorganization. Although International Equity Fund is a larger fund than V.A. International Fund, the Trustees believe that the addition of V.A. International Fund's assets may add to the diversification of International Equity Fund's overall portfolio and therefore provide an economic benefit to International Equity Fund and its shareholders. The Boards of Trustees of both funds also considered that the adviser will also benefit from the reorganization. For example, the adviser might realize time savings from the need to prepare fewer reports and regulatory filings. The Trustees believe, however, that these savings will not amount to a significant economic benefit to the adviser. 38 Comparative Fees and Expense Ratios. As discussed above in the Summary, the advisory fee rate paid by V.A. International Fund is lower than the rate paid by International Equity Fund. International Equity Fund's management fee rate of 1.20% and its pro forma management fee rate of 1.20% are higher than V.A. International Fund's management fee rate of 0.90%. V.A. International Fund's gross total annual operating expenses of 3.60% are substantially higher that those of International Equity Fund which are 2.00%. After the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. International Fund's total annual operating expenses (1.15%) are lower than those of International Equity Fund (1.30%). After the reorganization, International Equity Fund's pro forma total annual operating expenses (2.00%) are less than those of V.A. International Fund's gross total annual operating expenses (3.60%) but not net total annual operating expenses (1.15%). V.A. International Fund has not increased its asset size. The Trustees do not believe, given V.A. International Fund's current size and historical growth rate, that V.A. International Fund will grow to an asset size that would allow V.A. International Fund to realize the benefits of economies of scale, including better control over expenses. The Trustees also do not believe that V.A. International Fund will reach an asset size which will allow V.A. International Fund to significantly broaden the diversification of its investment portfolio. Comparative Performance. The trustees also took into consideration the relative performance of V.A. International Fund and International Equity Fund. 39 PROPOSAL 5 APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION BETWEEN V.A. MID CAP GROWTH FUND AND FUNDAMENTAL GROWTH FUND A proposal to approve an Agreement and Plan of Reorganization between V.A. Mid Cap Growth Fund and Fundamental Growth Fund. Under this Agreement, V.A. Mid Cap Growth Fund would transfer all of its assets to Fundamental Growth Fund in exchange for shares of Fundamental Growth Fund. These shares would be distributed proportionately to the shareholders of V.A. Mid Cap Growth Fund. Fundamental Growth Fund would also assume V.A. Mid Cap Growth Fund's liabilities. V.A. Mid Cap Growth Fund's Board of Trustees recommends that shareholders vote FOR this proposal. SUMMARY Comparison of V.A. Mid Cap Growth Fund to Fundamental Growth Fund - ------------------------------------------------------------------------------------------------------------------- V.A. Mid Cap Growth Fundamental Growth Fund - ------------------------------------------------------------------------------------------------------------------- Business: A diversified series of John Hancock A diversified series of John Hancock Declaration Trust. The trust is an Variable Series Trust I. The trust is an open-end investment company organized open-end investment company organized as a as a Massachusetts business trust. Massachusetts business trust. - ------------------------------------------------------------------------------------------------------------------- Net assets as of June 30, $6.3 million. $40.3 million. 2001: - ------------------------------------------------------------------------------------------------------------------- Investment adviser and Investment adviser: Investment adviser: portfolio managers: John Hancock Advisers, Inc. John Hancock Life Insurance Company Portfolio Managers: Subadviser: -Team responsible for day-to-day Putnam Investment Management, LLC investment management -Managing since 1937 -Managed fund since August 2000 Fund Managers: -Management by investment team overseen by: Eric M. Wetlaufer, CFA -Managing Director and Chief Investment Officer of subadviser -Joined subadviser in 1997 -Began business career in 1985 - ------------------------------------------------------------------------------------------------------------------- 40 - ---------------------------------------------------------------------------------------------------------------- V.A. Mid Cap Growth Fund Fundamental Growth Fund - ---------------------------------------------------------------------------------------------------------------- Investment objective: The fund seeks long-term capital The fund is a stock fund with a growth appreciation. This objective can be emphasis that seeks long-term capital changed without shareholder approval. appreciation. This objective can be changed without shareholder approval. - ----------------------- -------------------------------------------- ------------------------------------------- Primary investments: The fund invests at least 80% of assets in The fund invests primarily in common stocks of medium-capitalization companies stocks of large-sized and mid-sized U.S. (companies in the capitalization range of companies that are believed to offer the Russell Midcap Growth Index, which was above-average potential for growth in $____ million to $___ billion on September revenues and earnings. The fund normally 30, 2001). In managing the portfolio, the invests in 90 to 150 stocks, with at mangers seek to identify companies with least 65% of its assets (usually higher) above-average earnings growth. in large and mid cap companies. - ----------------------- -------------------------------------------- ------------------------------------------- Foreign securities: The Fund may invest up to 10% of assets in The fund may invest in foreign securities foreign securities. that are U.S. dollar-denominated. - ----------------------- -------------------------------------------- ------------------------------------------- Diversification: The fund is diversified and cannot invest The fund is diversified and, with respect more than 5% of total assets in any one to 75% of total assets, cannot invest security. more than 5% of total assets in securities of a single issuer. - ----------------------- ---------------------------------------------------------------------------------------- Cash and cash The fund normally has less than 10% of assets in cash and cash equivalents. equivalents: - ----------------------- ---------------------------------------------------------------------------------------- Initial public The fund may invest in IPOs. offerings ("IPOs"): - ----------------------- ------------------------------------------- -------------------------------------------- Derivatives: The fund may make limited use of certain The fund may make limited use of certain derivatives (investments whose value is derivatives (investments whose value is based on indices or currencies). based on indices or other securities). - ----------------------- ------------------------------------------- -------------------------------------------- Temporary defensive In abnormal market conditions, the fund In abnormal market conditions, the fund positions: may temporarily invest in U.S. government may take temporary defensive measures - securities with maturities of up to three such as holding unusually large amounts of years, and may also invest more than 10% cash and cash equivalents - that are of assets in cash and/or cash inconsistent with the fund's primary equivalents. In these and other cases, investment strategy. In taking those the fund might not achieve its goal. measures, the fund may not achieve its investment goal. - ----------------------- ------------------------------------------- -------------------------------------------- 41 The Funds' Expenses Both funds pay various expenses. The first two expense tables appearing below show the expenses for the twelve-month period ended June 30, 2001, adjusted to reflect any changes. Future expenses may be greater or less. The examples contained in each expense table show what you would pay if you invested $10,000 over the various time periods indicated. Each example assumes that you reinvested all dividends and that the average annual return was 5%. (The examples do not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the funds serve as an investment vehicle.) The examples are for comparison purposes only and are not a representation of either fund's actual expenses or returns, either past or future. V.A. Mid Cap Growth Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.75% Other expenses 0.35% Total fund operating expenses 1.10% Expense reimbursement (1) 0.10% Actual operating expenses 1.00% Example Year 1 Year 3 Year 5 Year 10 At end of period $102 $317 $550 $1,219 (1) V.A. Mid Cap Growth Fund's adviser has agreed to limit expenses, excluding management fees, to 0.25% at least until 4/30/02. 42 Fundamental Growth Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.90% Other expenses 0.24% Total fund operating expenses 1.14% Expense reimbursement (1) 0.14% Actual operating expenses 1.00% Example Year 1 Year 3 Year 5 Year 10 At end of period $102 $318 $551 $1,222 (1) Fundamental Growth Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. Pro Forma Expense Table The following expense table shows the pro forma expenses of Fundamental Growth Fund assuming that a reorganization with V.A. Mid Cap Growth Fund occurred on June 30, 2000. The expenses shown in the table are based on fees and expenses incurred during the twelve months ended June 30, 2001, adjusted to reflect any changes. Fundamental Growth Fund's actual expenses after the reorganization may be greater or less than those shown. The example contained in the pro forma expense table shows what you would pay on a $10,000 investment if the reorganization had occurred on June 30, 2000. The example assumes that you reinvested all dividends and that the average annual return was 5%. (The example does not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the fund serves as an investment vehicle.) The pro forma example is for comparison purposes only and is not a representation of Fundamental Growth Fund's actual expenses or returns, either past or future. 43 Fundamental Growth Fund (PRO FORMA) (Assuming reorganization with V.A. Mid Cap Growth Fund) Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.90% Other expenses 0.23% Total fund operating expenses 1.13% Expense reimbursement (1) 0.13% Actual operating expenses 1.00% Pro Forma Example Year 1 Year 3 Year 5 Year 10 At end of period $102 $318 $552 $1,225 (1) Fundamental Growth Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. The Reorganization o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 7, 2001, but may occur on any later date before June 30, 2002. V.A. Mid Cap Growth Fund will transfer all of its assets to Fundamental Growth Fund. Fundamental Growth Fund will assume V.A. Mid Cap Growth Fund's liabilities. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o Fundamental Growth Fund will issue to V.A. Mid Cap Growth Fund shares in an amount equal to the aggregate net asset value of V.A. Mid Cap Growth Fund's shares. These shares will be distributed immediately to V.A. Mid Cap Growth Fund's shareholders in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. Mid Cap Growth Fund will end up as shareholders of Fundamental Growth Fund. o After the reorganization is over, V.A. Mid Cap Growth Fund will be terminated. o The reorganization will be tax-free and will not take place unless both funds receive a satisfactory opinion concerning the tax consequences of the reorganization from Hale and Dorr LLP, counsel to V.A. Mid Cap Growth Fund. 44 The following diagram shows how the reorganization would be carried out. V. A. Mid Cap Growth V. A. Mid Cap Growth Fund Fundamental Growth Fund transfers assets assets and liabilities Fund receives assets and liabilities to ------------>------------ and assumes liabilities Fundamental Growth of V.A. Mid Cap Growth Fund Fund Shareholders ------------<------------ Issues Shares V.A. Mid Cap Growth Fund receives Fundamental Growth Fund shares and and distributes them to its shareholders. Other Consequences of the Reorganization. Each fund pays monthly advisory fees equal to the following annual percentage of its average daily net assets: V.A. Mid Cap Growth Fund--0.75% and Fundamental Growth Fund 0.90%. Fundamental Growth Fund's management fee rate of 0.90% and its pro forma management fee rate of 0.90% are higher than V.A. Mid Cap Growth Fund's management fee rate of 0.75%. V.A. Mid Cap Growth Fund's gross total annual operating expenses of 1.10% are lower than those of Fundamental Growth Fund which are 1.14%. After the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. Mid Cap Growth Fund's total annual operating expenses (1.00%) are the same as Fundamental Growth Fund (1.00%). After the reorganization, Fundamental Growth Fund's pro forma total annual operating expenses (1.13%) are higher than those of V.A. Mid Cap Growth Fund's gross total annual operating expenses (1.10%) and net total annual operating expenses (1.00%). Investment advisory fees as a percentage of average daily net assets. V.A. Mid Cap Growth 0.75% Fundamental Growth 0.90% on first $250 million 0.85% in excess of $250 million 45 INVESTMENT RISKS The funds are exposed to various risks that could cause shareholders to lose money on their investments in the funds. The following table shows that the risks affecting each fund are similar and compares the risks affecting each fund. - -------------------------------------------------------------------------------------------------------------------------- V.A. Mid Cap Growth Fund Fundamental Growth Fund - -------------------------------------------------------------------------------------------------------------------------- Stock market risk The value of securities in the fund may go down in response to overall stock market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the fund concentrates in certain sectors, its performance could be worse than that of the overall stock market. - ------------------------------- -------------------------------------------------------------------------------------------- Manager risk The manager and its strategy may fail to produce the intended results. The fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. - ------------------------------- ---------------------------------------------- --------------------------------------------- Investment category risk The medium capitalization growth stocks in The small and medium capitalization growth which the fund primarily invests could fall stocks in which the fund primarily invests out of favor with the market. This could could fall out of favor with the market. cause the fund to underperform funds that This could cause the fund to underperform focus on large or small capitalization funds that focus on large capitalization stocks or on value stocks. stocks or on value stocks. - ------------------------------- -------------------------------------------------------------------------------------------- Small and medium The fund's investments in small or medium capitalization companies may be subject to capitalization company risk larger and more erratic price movements than investments in large capitalization companies. - ------------------------------- -------------------------------------------------------------------------------------------- Initial public offering (IPO) A significant part of the fund's return may at times be attributable to investments in risk IPOs. Many IPO stocks are issued by, and involve the risks associated with, small and medium capitalization companies. - ------------------------------- -------------------------------------------------------------------------------------------- Foreign securities risk Foreign investments involve additional risks, including potentially inadequate or inaccurate financial information and social or political instability. - ------------------------------- -------------------------------------------------------------------------------------------- Derivatives risk Certain derivative instruments can produce disproportionate gains or losses and are riskier than direct investments. Also, in a down market derivatives could become harder to value or sell at a fair price. - ------------------------------- -------------------------------------------------------------------------------------------- Liquidity and valuation risks In a down or unstable market, the fund's investments could become harder to value accurately or to sell at a fair price. - ------------------------------- -------------------------------------------------------------------------------------------- Turnover risk In general, the greater the volume of buying and selling by a fund (and the higher its "turnover rate"), the greater the impact that transaction costs will have on the fund's performance. The fund's turnover rate may exceed 100%, which is considered relatively high. - ------------------------------- -------------------------------------------------------------------------------------------- 46 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION Description of Reorganization Shareholders are being asked to approve an Agreement and Plan of Reorganization, a form of which is attached as Exhibit A. The Agreement provides for a reorganization on the following terms: o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 7, 2001, but may occur on any later date before June 30, 2002. V.A. Mid Cap Growth Fund will transfer all of its assets to Fundamental Growth Fund and Fundamental Growth Fund will assume all of V.A. Mid Cap Growth Fund's liabilities. This will result in the addition of V.A. Mid Cap Growth Fund's assets to Fundamental Growth Fund's portfolio. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o Fundamental Growth Fund will issue to V.A. Mid Cap Growth Fund shares in an amount equal to the aggregate net asset value of V.A. Mid Cap Growth Fund's shares. As part of the liquidation of V.A. Mid Cap Growth Fund, these shares will be distributed immediately to shareholders of record of V.A. Mid Cap Growth Fund in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. Mid Cap Growth Fund will end up as shareholders of Fundamental Growth Fund. o After the reorganization is over, the existence of V.A. Mid Cap Growth Fund will be terminated. Reasons for the Proposed Reorganization The Board of Trustees of V.A. Mid Cap Growth Fund believes that the proposed reorganization will be advantageous to the shareholders of V.A. Mid Cap Growth Fund for several reasons. The Board of Trustees considered the following matters, among others, in approving the proposal. First, V.A. Mid Cap Growth Fund is no longer being offered to new variable insurance contract holders, making it increasingly difficult for the fund to attract assets. Second, shareholders may be better served by a fund offering more diversification. Fundamental Growth Fund has a larger asset size than V.A. Mid Cap Growth Fund and may invest in a broader range of securities. Combining the funds' assets into a single investment portfolio may broaden diversification. Third, Fundamental Growth Fund shares have performed better than V.A. Mid Cap Growth Fund over the life of both funds. While past performance cannot predict future results, the Trustees believe that Fundamental Growth Fund is better positioned than V.A. Mid Cap Growth Fund to generate strong returns because of its ability to choose from a broader range of investment opportunities. 47 Fourth, a combined fund may offer economies of scale that can lead to better control over expenses than is possible for V.A. Mid Cap Growth Fund alone. Both funds incur substantial costs for accounting, legal, transfer agency services, insurance, and custodial and administrative services. The Trustees believe that Fundamental Growth Fund shareholders will also benefit from improved diversification as a result of the reorganization. Although Fundamental Growth Fund is a larger fund than V.A. Mid Cap Growth Fund, the Trustees believe the addition of V.A. Mid Cap Growth Fund's assets may add to the diversification of Fundamental Growth Fund's overall portfolio and therefore provide an economic benefit to Fundamental Growth Fund and its shareholders. The Boards of Trustees of both funds also considered that the adviser will also benefit from the reorganization. For example, the adviser might realize time savings from the need to prepare fewer reports and regulatory filings. The Trustees believe, however, that these savings will not amount to a significant economic benefit to the adviser. Comparative Fees and Expense Ratios. As discussed above in the Summary, the advisory fee rate paid by V.A. Mid Cap Growth Fund is lower than the rate paid by Fundamental Growth Fund. Fundamental Growth Fund's management fee rate of 0.90% and its pro forma management fee rate of 0.90% are higher than V.A. Mid Cap Growth Fund's management fee rate of 0.75%. V.A. Mid Cap Growth Fund's gross total annual operating expenses of 1.10% are lower than those of Fundamental Growth Fund which are 1.14%. After the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. Mid Cap Growth Fund's total annual operating expenses (1.00%) are equal to those of Fundamental Growth Fund (1.00%). After the reorganization, Fundamental Growth Fund's pro forma gross total annual operating expenses (1.13%) are higher than those of V.A. Mid Cap Growth Fund's gross total annual operating expenses (1.10%) and net total annual operating expenses (1.00%). V.A. Mid Cap Growth Fund has not increased its asset size. The Trustees do not believe, given V.A. Mid Cap Growth Fund's current size and historical growth rate, that V.A. Mid Cap Growth Fund will grow to an asset size that would allow V.A. Mid Cap Growth Fund to realize the benefits of economies of scale, including better control over expenses. The Trustees also do not believe that V.A. Mid Cap Growth Fund will reach an asset size which will allow V.A. Mid Cap Growth Fund to significantly broaden the diversification of its investment portfolio. Comparative Performance. The trustees also took into consideration the relative performance of V.A. Mid Cap Growth Fund and Fundamental Growth Fund. 48 PROPOSAL 6 APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION BETWEEN V.A. SMALL CAP GROWTH FUND AND VST SMALL CAP GROWTH FUND A proposal to approve an Agreement and Plan of Reorganization between V.A. Small Cap Growth Fund and VST Small Cap Growth Fund. Under this Agreement, V.A. Small Cap Growth Fund would transfer all of its assets to VST Small Cap Growth Fund in exchange for shares of VST Small Cap Growth Fund. These shares would be distributed proportionately to the shareholders of V.A. Small Cap Growth Fund. VST Small Cap Growth Fund would also assume V.A. Small Cap Growth Fund's liabilities. V.A. Small Cap Growth Fund's Board of Trustees recommends that shareholders vote FOR this proposal. SUMMARY Comparison of V.A. Small Cap Growth Fund to VST Small Cap Growth Fund - ------------------------------------------------------------------------------------------------------------------- V.A. Small Cap Growth VST Small Cap Growth - ------------------------------------------------------------------------------------------------------------------- Business: A diversified series of John Hancock A diversified series of John Hancock Declaration Trust. The trust is an Variable Series Trust I. The trust is an open-end investment company organized open-end investment company organized as a as a Massachusetts business trust. Massachusetts business trust. - ------------------------------------------------------------------------------------------------------------------- Net assets as of $13.3 million. $202.1 million. June 30, 2001: - ------------------------------------------------------------------------------------------------------------------- Investment adviser and Investment Adviser: Investment Adviser: portfolio managers: John Hancock Advisers, Inc. John Hancock Life Insurance Company Portfolio Managers: Subadviser: John Hancock Advisers, Inc. Bernice S. Behar, CFA -Senior Vice President of adviser -Owned by John Hancock -Joined fund team in 1996 -Managing since 1968 -Joined adviser in 1991 -Managing Fund since May 1996 -Began business career in 1986 Portfolio Manager: Anurag Pandit, CFA -Vice President of adviser Bernice S. Behar, CFA -Joined team in 1996 -Senior Vice President of subadviser -Joined adviser in 1996 -Joined fund team in 1996 -Began business career in 1984 -Joined subadviser in 1991 -Began business career in 1986 - ------------------------------------------------------------------------------------------------------------------- 49 - ---------------------------------------------------------------------------------------------------------------- V.A. Small Cap Growth Fund VST Small Cap Growth Fund - ---------------------------------------------------------------------------------------------------------------- Investment objective: The fund seeks long-term capital The fund is a small cap stock fund with a appreciation. This objective can be growth emphasis that seeks long-term changed without shareholder approval. capital appreciation. This objective can be changed without shareholder approval. - ----------------------- -------------------------------------------- ------------------------------------------- Primary investments: The fund invests at least 80% of assets in The fund invests primarily in common stocks of small capitalization companies stocks of small U.S. companies that are (companies in the capitalization range of believed to offer above-average potential the Russell 2000 Growth Index, which was for growth in revenues and earnings. $___ million to $___ billion as of Stocks are purchased that are expected to September 30, 2001). The managers look have rapid earnings growth that is not for companies in the emerging growth phase yet widely recognized by the investment of development that are not yet widely community. The fund normally invests in recognized. The fund may also invest in 140 to 220 stocks, with at least established companies that offer the 65%(usually higher) of its assets in possibility of accelerating earnings. To small cap companies. manage risk, the fund typically invests in 150 to 220 companies across many industries. - ----------------------- -------------------------------------------- ------------------------------------------- Foreign securities: The fund may invest up to 10% of assets in The fund may invest in foreign securities foreign securities. that are U.S. dollar-denominated. - ----------------------- ---------------------------------------------------------------------------------------- Preferred stocks: The fund may invest in preferred stocks and other types of equity securities. - ----------------------- ---------------------------------------------------------------------------------------- Cash and cash The fund normally has less than 10% of assets in cash and cash equivalents. equivalents: - ----------------------- -------------------------------------------- ------------------------------------------- Diversification: The fund is diversified and cannot invest The fund is diversified and, with respect more than 5% of total assets in any one to 75% of total assets, cannot invest security. more than 5% of total assets in securities of a single issuer. - ----------------------- ---------------------------------------------------------------------------------------- Initial public The fund may invest in IPOs. offerings ("IPOs"): - ----------------------- -------------------------------------------- ------------------------------------------- Derivatives: The fund may make limited use of certain The fund may make limited use of certain derivatives (investments whose value is derivatives (investments whose value is based on indices or currencies). based on indices or other securities). - ----------------------- -------------------------------------------- ------------------------------------------- Temporary defensive In abnormal market conditions, the fund In abnormal market conditions, the fund positions: may temporarily invest in U.S. government may take temporary defensive measures - securities with maturities of up to three such as holding unusually large amounts years, and may also invest more than 10% of cash and cash equivalents - that are of assets in cash and/or cash inconsistent with the fund's primary equivalents. In these and other cases, investment strategy. In taking those the fund might not achieve its goal. measures, the fund may not achieve its investment goal. - ----------------------- -------------------------------------------- ------------------------------------------- 50 The Funds' Expenses Both funds pay various expenses. The first two expense tables appearing below show the expenses for the twelve-month period ended June 30, 2001, adjusted to reflect any changes. Future expenses may be greater or less. The examples contained in each expense table show what you would pay if you invested $10,000 over the various time periods indicated. Each example assumes that you reinvested all dividends and that the average annual return was 5%. (The examples do not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the funds serve as an investment vehicle.) The examples are for comparison purposes only and are not a representation of either fund's actual expenses or returns, either past or future. V.A. Small Cap Growth Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.75% Other expenses 0.37% Total fund operating expenses 1.12% Expense reimbursement (1) 0.12% Actual operating expenses 1.00% Example Year 1 Year 3 Year 5 Year 10 At end of period $102 $317 $550 $1,220 (1) V.A. Small Cap Growth Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.25% at least until 4/30/02. 51 VST Small Cap Growth Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 1.05% Other expenses 0.09% Total fund operating expenses 1.14% Expense reimbursement (1) 0.00% Actual operating expenses 1.14% Example Year 1 Year 3 Year 5 Year 10 At end of period $116 $362 $627 $1,385 (1) VST Small Cap Growth Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. Pro Forma Expense Table The following expense table shows the pro forma expenses of VST Small Cap Growth Fund assuming that a reorganization with V.A. Small Cap Growth Fund occurred on June 30, 2000. The expenses shown in the table are based on fees and expenses incurred during the twelve months ended June 30, 2001, adjusted to reflect any changes. VST Small Cap Growth Fund's actual expenses after the reorganization may be greater or less than those shown. The example contained in the pro forma expense table shows what you would pay on a $10,000 investment if the reorganization had occurred on June 30, 2000. The example assumes that you reinvested all dividends and that the average annual return was 5%. (The example does not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the fund serves as an investment vehicle.) The pro forma example is for comparison purposes only and is not a representation of VST Small Cap Growth Fund's actual expenses or returns, either past or future. 52 VST Small Cap Growth Fund (PRO FORMA) (Assuming reorganization with V.A. Small Cap Growth Fund) Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 1.05% Other expenses 0.09% Total fund operating expenses 1.14% Expense reimbursement (1) 0.00% Actual operating expenses 1.14% Pro Forma Example Year 1 Year 3 Year 5 Year 10 At end of period $116 $362 $627 $1,385 (1) VST Small Cap Growth Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. The Reorganization o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 7, 2001, but may occur on any later date before June 30, 2002. V.A. Small Cap Growth Fund will transfer all of its assets to VST Small Cap Growth Fund. VST Small Cap Growth Fund will assume V.A. Small Cap Growth Fund's liabilities. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o VST Small Cap Growth Fund will issue to V.A. Small Cap Growth Fund shares in an amount equal to the aggregate net asset value of V.A. Small Cap Growth Fund's shares. These shares will be distributed immediately to V.A. Small Cap Growth Fund's shareholders in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. Small Cap Growth Fund will end up as shareholders of VST Small Cap Growth Fund. o After the reorganization is over, V.A. Small Cap Growth Fund will be terminated. o The reorganization will be tax-free and will not take place unless both funds receive a satisfactory opinion concerning the tax consequences of the reorganization from Hale and Dorr LLP, counsel to V.A. Small Cap Growth Fund. 53 The following diagram shows how the reorganization would be carried out. V. A. Small Cap Growth V. A. Small Cap Growth Fund VST Small Cap Growth Fund transfers assets assets and liabilities Fund receives assets and liabilities to VST ------------->------------- and assumes liabilities Small Cap Growth of V.A. Small Cap Growth Fund Fund Shareholders -------------<------------- Issues Shares V.A. Small Cap Growth Fund receives VST Small Cap Growth Fund shares and and distributes them to its shareholders. Other Consequences of the Reorganization. Each fund pays monthly advisory fees equal to the following annual percentage of its average daily net assets: V.A. Small Cap Growth Fund--0.75% and VST Small Cap Growth Fund 1.05%. VST Small Cap Growth Fund's management fee rate of 1.05% and its pro forma management fee rate of 1.05% are higher than V.A. Small Cap Growth Fund's management fee rate of 0.75%. V.A. Small Cap Growth Fund's gross total annual operating expenses of 1.12% lower than those of VST Small Cap Growth Fund which are 1.14%. Even after the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. Small Cap Growth Fund's total annual operating expenses (1.00%) are lower than those of VST Small Cap Growth Fund (1.14%). After the reorganization, VST Small Cap Growth Fund's pro forma total annual operating expenses (1.14%) are higher than those of V.A. Small Cap Growth Fund's gross total annual operating expenses (1.12%) and net total annual operating expenses (1.00%). Investment advisory fees as a percentage of average daily net assets. V.A. Small Cap Growth 0.75% VST Small Cap Growth 1.05% 54 INVESTMENT RISKS The funds are exposed to various risks that could cause shareholders to lose money on their investments in the funds. The following table shows that the risks affecting each fund are similar and compares the risks affecting each fund. - -------------------------------------------------------------------------------------------------------------------------- V.A. Small Cap Growth Fund VST Small Cap Growth Fund - -------------------------------------------------------------------------------------------------------------------------- Stock market risk The value of securities in the fund may go down in response to overall stock market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the fund concentrates in certain sectors, its performance could be worse than that of the overall stock market. - ------------------------------- -------------------------------------------------------------------------------------------- Manager risk The manager and its strategy may fail to produce the intended results. The fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. - ------------------------------- -------------------------------------------------------------------------------------------- Investment category risk The small capitalization growth stocks in which the fund primarily invests could fall out of favor with the market. This could cause the fund to underperform funds that focus on large or medium capitalization stocks or on value stocks. - ------------------------------- -------------------------------------------------------------------------------------------- Small and medium The fund's investments in small or medium capitalization companies may be subject to capitalization company risk larger and more erratic price movements than investments in established large capitalization companies. Many smaller companies have short track records, narrow product lines or niche markets, making them highly vulnerable to isolated business setbacks. - ------------------------------- -------------------------------------------------------------------------------------------- Initial public offering (IPO) A significant part of the fund's return may at times be attributable to investments in risk IPOs. Many IPO stocks are issued by, and involve the risks associated with, small and medium capitalization companies. - ------------------------------- -------------------------------------------------------------------------------------------- Foreign securities risk Foreign investments involve additional risks, including potentially inadequate or inaccurate financial information and social or political instability. - ------------------------------- -------------------------------------------------------------------------------------------- Derivatives risk Certain derivative instruments can produce disproportionate gains or losses and are riskier than direct investments. Also, in a down market derivatives could become harder to value or sell at a fair price. - ------------------------------- -------------------------------------------------------------------------------------------- Liquidity and valuation risks In a down or unstable market, the fund's investments could become harder to value accurately or to sell at a fair price. - ------------------------------- -------------------------------------------------------------------------------------------- Turnover risk In general, the greater the volume of buying and selling by a fund (and the higher its "turnover rate"), the greater the impact that transaction costs will have on the fund's performance. The fund's turnover rate may exceed 100%, which is considered relatively high. - ------------------------------- -------------------------------------------------------------------------------------------- 55 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION Description of Reorganization Shareholders are being asked to approve an Agreement and Plan of Reorganization, a form of which is attached as Exhibit A. The Agreement provides for a reorganization on the following terms: o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 7, 2001, but may occur on any later date before June 30, 2002. V.A. Small Cap Growth Fund will transfer all of its assets to VST Small Cap Growth Fund and VST Small Cap Growth Fund will assume all of V.A. Small Cap Growth Fund's liabilities. This will result in the addition of V.A. Small Cap Growth Fund's assets to VST Small Cap Growth Fund's portfolio. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o VST Small Cap Growth Fund will issue to V.A. Small Cap Growth Fund shares in an amount equal to the aggregate net asset value of V.A. Small Cap Growth Fund's shares. As part of the liquidation of V.A. Small Cap Growth Fund, these shares will be distributed immediately to shareholders of record of V.A. Small Cap Growth Fund in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. Small Cap Growth Fund will end up as shareholders of VST Small Cap Growth Fund. o After the reorganization is over, the existence of V.A. Small Cap Growth Fund will be terminated. Reasons for the Proposed Reorganization The Board of Trustees of V.A. Small Cap Growth Fund believes that the proposed reorganization will be advantageous to the shareholders of V.A. Small Cap Growth Fund for several reasons. The Board of Trustees considered the following matters, among others, in approving the proposal. First, V.A. Small Cap Growth Fund is no longer being offered to new variable insurance contract holders, making it increasingly difficult for the fund to attract assets. Second, shareholders may be better served by a fund offering more diversification. VST Small Cap Growth Fund has a larger asset size than V.A. Small Cap Growth Fund and invests in the same types of securities. Combining the funds' assets into a single investment portfolio may broaden diversification. Third, VST Small Cap Growth Fund shares have performed better than V.A. Small Cap Growth Fund over the life of both funds. While past performance cannot predict future results, the Trustees believe that VST Small Cap Growth Fund is better positioned than V.A. Small Cap Growth Fund to continue to generate strong return. Fourth, a combined fund may offer economies of scale that can lead to better control over expenses than is possible for V.A. Small Cap Growth Fund alone. Both funds incur substantial costs for accounting, legal, transfer agency services, insurance, and custodial and administrative services. The Trustees believe that VST Small Cap Growth Fund shareholders will also benefit from improved diversification as a result of the reorganization. Although VST Small Cap Growth Fund is a larger fund than V.A. Small Cap Growth Fund, the Trustees believe that the addition of V.A. Small Cap Growth Fund's assets may add to the diversification of VST Small Cap Growth Fund's overall portfolio and therefore provide an economic benefit to VST Small Cap Growth Fund and its shareholders without the obligation to pay commissions or other transaction costs that a fund normally incurs when purchasing securities. The Boards of Trustees of both funds also considered that the adviser will also benefit from the reorganization. For example, the adviser might realize time savings from the need to prepare fewer reports and regulatory filings. The Trustees believe, however, that these savings will not amount to a significant economic benefit to the adviser. 56 Comparative Fees and Expense Ratios. As discussed above in the Summary, the advisory fee rate paid by V.A. Small Cap Growth Fund is lower than the rate paid by VST Small Cap Growth Fund. VST Small Cap Growth Fund's management fee rate of 1.05% and its pro forma management fee rate of 1.05% are higher than V.A. Small Cap Growth Fund's management fee rate of 0.75%. V.A. Small Cap Growth Fund's gross total annual operating expenses of 1.12% are lower than those of VST Small Cap Growth Fund which are 1.14%. Even after the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. Small Cap Growth Fund's total annual operating expenses (1.00%) are lower than those of VST Small Cap Growth Fund (1.14%). After the reorganization, VST Small Cap Growth Fund's pro forma total annual operating expenses (1.14%) are more than those of V.A. Small Cap Growth Fund's gross total annual operating expenses (1.12%) and net total annual operating expenses (1.00%). V.A. Small Cap Growth Fund has not increased its asset size. The Trustees do not believe, given V.A. Small Cap Growth Fund's current size and historical growth rate, that V.A. Small Cap Growth Fund will grow to an asset size that would allow V.A. Small Cap Growth Fund to realize the benefits of economies of scale, including better control over expenses. The Trustees also do not believe that V.A. Small Cap Growth Fund will reach an asset size which will allow V.A. Small Cap Growth Fund to significantly broaden the diversification of its investment portfolio. Comparative Performance. The trustees also took into consideration the relative performance of V.A. Small Cap Growth Fund and VST Small Cap Growth Fund. 57 PROPOSAL 7 APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION BETWEEN V.A. BOND FUND AND ACTIVE BOND FUND A proposal to approve an Agreement and Plan of Reorganization between V.A. Bond Fund and Active Bond Fund. Under this Agreement, V.A. Bond Fund would transfer all of its assets to Active Bond Fund in exchange for shares of Active Bond Fund. These shares would be distributed proportionately to the shareholders of V.A. Bond Fund. Active Bond Fund would also assume V.A. Bond Fund's liabilities. V.A. Bond Fund's Board of Trustees recommends that shareholders vote FOR this proposal. SUMMARY Comparison of V.A. Bond Fund to Active Bond Fund - ------------------------------------------------------------------------------------------------------------------- V.A. Bond Fund Active Bond Fund - ------------------------------------------------------------------------------------------------------------------- Business: The fund is a diversified series of The fund is a diversified series of John John Hancock Declaration Trust. The Hancock Variable Series Trust I. The trust is trust is an open-end investment an open-end investment company organized as a company organized as a Massachusetts business trust. Massachusetts business trust. - ------------------------------------------------------------------------------------------------------------------- Net assets as of June 30, $67.7 million. $816.3 million. 2001: - ------------------------------------------------------------------------------------------------------------------- Investment adviser and Investment Adviser: Investment Adviser: portfolio managers: John Hancock Advisers, Inc. John Hancock Life Insurance Company Portfolio managers: Subadviser: John Hancock Advisers, Inc. James K. Ho, CFA -Executive V.P. of adviser Portfolio manager: -Joined fund team in 1996 -Joined adviser in 1985 James K. Ho, CFA -Began business career in 1977 -Executive V.P. of subadviser -Joined fund team in 1995 Benjamin A. Matthews -Joined adviser in 1985 -Vice President of adviser -Began business career in 1977 -Joined fund team in 1998 -Joined adviser in 1995 -Began business career in 1970 - ------------------------------------------------------------------------------------------------------------------- 58 - ---------------------------------------------------------------------------------------------------------------- V.A. Bond Fund Active Bond Fund - ---------------------------------------------------------------------------------------------------------------- Investment objective: The fund seeks to generate a high level of The fund is an intermediate term bond current income consistent with prudent fund of medium credit quality that seeks investment risk. This objective can be income and capital appreciation. changed without shareholder approval. This objective can be changed without shareholder approval. ---------------------- -------------------------------------------- ------------------------------------------- Primary investments: The fund normally invests at least 65% of The fund primarily invests in a assets in a diversified portfolio of debt diversified mix of debt securities securities. These include corporate bonds including: and debentures as well as U.S. government and agency securities. Most of these are o U.S. Treasury and agency investment grade. securities; o foreign government and agency securities (if dollar-denominated); o corporate bonds, both U.S. and foreign (if dollar-denominated); and o mortgage and asset-backed securities. The fund normally has an average credit rating of "A" or higher. ---------------------- -------------------------------------------- ------------------------------------------- Junk bonds: The fund may invest up to 25% of assets in The fund may invest up to 25% of assets junk bonds rated as low as CC/Ca and their in junk bonds. unrated equivalents. ---------------------- -------------------------------------------- ------------------------------------------- Foreign securities: The fund does not invest more than 25% of The fund may invest in foreign securities assets in foreign securities (excluding that are U.S. dollar-denominated. U.S. dollar-denominated Canadian securities). ---------------------- ---------------------------------------------------------------------------------------- Mortgage-backed and The fund invests in mortgage-backed and asset-backed securities. asset-backed securities: ---------------------- ---------------------------------------------------------------------------------------- Cash and cash Under normal conditions, the fund does not invest more than 10% of assets in cash or equivalents: cash equivalents. ---------------------- -------------------------------------------- ------------------------------------------- Average maturity: There is no limit on the fund's average The fund is an intermediate term bond maturity. fund with an average maturity that is typically between four and ten years. ---------------------- ---------------------------------------------------------------------------------------- Diversification: The fund is diversified and, with respect to 75% of total assets, cannot invest more than 5% of total assets in securities of a single issuer. ---------------------- ------------------------------------------- -------------------------------------------- Derivatives: The fund may invest in certain The fund may invest in certain derivatives derivatives (investments whose value is (investments whose value is based on based on indices, securities or indices or other securities.) currencies). ---------------------- ------------------------------------------- -------------------------------------------- Temporary defensive In abnormal market conditions, the fund In abnormal market conditions, the fund positions: may temporarily invest more than 35% of may take temporary defensive measures - assets in investment-grade short-term such as holding unusually large amounts of securities. In these and other cases, cash and cash equivalents - that are the fund might not achieve its goal. inconsistent with the fund's primary investment strategy. In taking those measures, the fund may not achieve its investment goal. ---------------------- ------------------------------------------- -------------------------------------------- The Funds' Expenses Both funds pay various expenses. The first two expense tables appearing below show the expenses for the twelve-month period ended June 30, 2001, adjusted to reflect any changes. Future expenses may be greater or less. The examples contained in each expense table show what you would pay if you invested $10,000 over the various time periods indicated. Each example assumes that you reinvested all dividends and that the average annual return was 5%. (The examples do not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the funds serve as an investment vehicle.) The examples are for comparison purposes only and are not a representation of either fund's actual expenses or returns, either past or future. 59 V.A. Bond Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.50% Other expenses 0.25% Total fund operating expenses 0.75% Expense reimbursement (1) 0.00% Actual operating expenses 0.75% Example Year 1 Year 3 Year 5 Year 10 At end of period $76 $238 $415 $925 (1) V.A. Bond Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.25% until 5/1/02. Active Bond Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.62% Other expenses 0.15% Total fund operating expenses 0.77% Expense reimbursement (1) 0.05% Actual operating expenses 0.72% Example Year 1 Year 3 Year 5 Year 10 At end of period $73 $229 $398 $889 (1) Active Bond Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. 60 Pro Forma Expense Table The following expense table shows the pro forma expenses of Active Bond Fund assuming that a reorganization with V.A. Bond Fund occurred on June 30, 2000. The expenses shown in the table are based on fees and expenses incurred during the twelve months ended June 30, 2001, adjusted to reflect any changes. Active Bond Fund's actual expenses after the reorganization may be greater or less than those shown. The example contained in the pro forma expense table shows what you would pay on a $10,000 investment if the reorganization had occurred on June 30, 2000. The example assumes that you reinvested all dividends and that the average annual return was 5%. (The example does not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the fund serves as an investment vehicle.) The pro forma example is for comparison purposes only and is not a representation of Active Bond Fund's actual expenses or returns, either past or future. Active Bond Fund (PRO FORMA) (Assuming reorganization with V.A. Bond Fund) Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.61% Other expenses 0.12% Total fund operating expenses 0.73% Expense reimbursement (1) 0.02% Actual operating expenses 0.71% Pro Forma Example Year 1 Year 3 Year 5 Year 10 At end of period $73 $228 $396 $884 (1) Active Bond Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. 61 The Reorganization o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 7, 2001, but may occur on any later date before June 30, 2002. V.A. Bond Fund will transfer all of its assets to Active Bond Fund. Active Bond Fund will assume V.A. Bond Fund's liabilities. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o Active Bond Fund will issue to V.A. Bond Fund shares in an amount equal to the aggregate net asset value of V.A. Bond Fund's shares. These shares will be distributed immediately to V.A. Bond Fund's shareholders in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. Bond Fund will end up as shareholders of Active Bond Fund. o After the reorganization is over, V.A. Bond Fund will be terminated. o The reorganization will be tax-free and will not take place unless both funds receive a satisfactory opinion concerning the tax consequences of the reorganization from Hale and Dorr LLP, counsel to V.A. Bond Fund. The following diagram shows how the reorganization would be carried out. V. A. Bond V. A. Bond Fund Active Bond Fund transfers assets assets and liabilities Fund receives assets and liabilities to Active --------------->--------------- and assumes liabilities Bond Fund of V.A. Bond Fund Shareholders ---------------<--------------- Issues Shares V.A. Bond Fund receives Active Bond Fund shares and and distributes them to its shareholders. Other Consequences of the Reorganization. Each fund pays monthly advisory fees equal to the following annual percentage of its average daily net assets: V.A. Bond Fund--0.50% and Active Bond Fund 0.62%. Active Bond Fund's management fee rate of 0.62% and its pro forma management fee rate of 0.61% are higher than` V.A. Bond Fund's management fee rate of 0.50%. V.A. Bond Fund's gross total annual operating expenses of 0.75% are lower than those of Active Bond Fund which are 0.77%. After the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. Bond Fund's total annual operating expenses (0.75%) are higher than those of Active Bond Fund (0.72%). After the reorganization, Active Bond Fund's pro forma total annual operating expenses (0.73%) are less than those of V.A. Bond Fund's gross total annual operating expenses (0.75%) and net total annual operating expenses (0.75%). Investment advisory fees as a percentage of average daily net assets. V.A. Bond 0.50% Active Bond Fund 0.70% on first $100 million 0.65% on next $150 million 0.61% on next $250 million 0.575% on next $500 million 0.55% in excess of $1 billion 62 INVESTMENT RISKS The funds are exposed to various risks that could cause shareholders to lose money on their investments in the funds. The following table shows that the risks affecting each fund are similar and compares the risks affecting each fund. - ------------------------------------------------------------------------------------------------------------------------- V.A. Bond Fund Active Bond Fund - ------------------------------------------------------------------------------------------------------------------------- Interest rate risk When interest rates rise, bond prices usually fall. Generally, an increase in the fund's average maturity will make it more sensitive to interest rate risk. - ------------------------------- -------------------------------------------------------------------------------------------- Prepayment (call) and If interest rate movements cause the fund's mortgage-related and callable securities to be extension risks paid off earlier or later than expected, the fund's share price or yield could be hurt. - ------------------------------- -------------------------------------------------------------------------------------------- Credit risk The fund could lose money if the credit rating of any bond in its portfolio is downgraded or if the issuer of the bond defaults on its obligations. In general, lower-rated bonds involve more credit risk. The prices of lower-rated bonds may also be more volatile and more sensitive to adverse economic developments. - ------------------------------- -------------------------------------------------------------------------------------------- Sector concentration risk If the fund concentrates in certain sectors of the bond market, its performance could be worse than that of the overall bond market. - ------------------------------- -------------------------------------------------------------------------------------------- Manager risk The manager and its strategy may fail to produce the intended results. The fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. - ------------------------------- -------------------------------------------------------------------------------------------- Foreign securities risk Foreign investments involve additional risks, including potentially inaccurate financial information and social or political instability. The prices of foreign bonds may also be more volatile and more sensitive to adverse economic developments occuring outside the U.S. - ------------------------------- ---------------------------------------------- --------------------------------------------- Foreign currency risk Unfavorable foreign currency exchange rates Not applicable because the fund invests could reduce the value of bonds denominated only in U.S. dollar-denominated bonds. in foreign currencies. - ------------------------------- -------------------------------------------------------------------------------------------- Derivatives risk Certain derivative instruments can produce disproportionate gains or losses and are riskier than direct investments. Also, in a down market derivatives could become harder to value or sell at a fair price. - ------------------------------- -------------------------------------------------------------------------------------------- Liquidity and valuation risks In a down or unstable market, the fund's investments could become harder to value accurately or to sell at a fair price. - ------------------------------- -------------------------------------------------------------------------------------------- Turnover risk In general, the greater the volume of buying and selling by a fund (and the higher its "turnover rate"), the greater the impact that transaction costs will have on the fund's performance. The fund's turnover rate may exceed 100%, which is considered relatively high. - ------------------------------- -------------------------------------------------------------------------------------------- 63 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION Description of Reorganization Shareholders are being asked to approve an Agreement and Plan of Reorganization, a copy of which is attached as Exhibit A. The Agreement provides for a reorganization on the following terms: o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 7, 2001, but may occur on any later date before June 30, 2002. V.A. Bond Fund will transfer all of its assets to Active Bond Fund and Active Bond Fund will assume all of V.A. Bond Fund's liabilities. This will result in the addition of V.A. Bond Fund's assets to Active Bond Fund's portfolio. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o Active Bond Fund will issue to V.A. Bond Fund shares in an amount equal to the aggregate net asset value of V.A. Bond Fund's shares. As part of the liquidation of V.A. Bond Fund, these shares will be distributed immediately to shareholders of record of V.A. Bond Fund in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. Bond Fund will end up as shareholders of Active Bond Fund. o After the reorganization is over, the existence of V.A. Bond Fund will be terminated. Reasons for the Proposed Reorganization. The Board of Trustees of V.A. Bond Fund believes that the proposed reorganization will be advantageous to the shareholders of V.A. Bond Fund for several reasons. The Board of Trustees considered the following matters, among others, in approving the proposal. First, V.A. Bond Fund is no longer being offered to new variable insurance contract holders, making it increasingly difficult for the fund to attract assets. Second, shareholders may be better served by a fund offering more diversification. Active Bond Fund has a larger asset size than V.A. Bond Fund and invests in the same types of securities. Combining the funds' assets into a single investment portfolio may broaden diversification. Third, Active Bond Fund shares have performed better than V.A. Bond Fund over the life of both funds. While past performance cannot predict future results, the Trustees believe that Active Bond Fund is better positioned than V.A. Bond Fund to generate strong returns. Fourth, a combined fund may offer economies of scale that can lead to better control over expenses than is possible for V.A. Bond Fund alone. Both funds incur substantial costs for accounting, legal, transfer agency services, insurance, and custodial and administrative services. The Trustees believe that Active Fund shareholders will also benefit from improved diversification as a result of the reorganization. Although Active Bond Fund is a larger fund than V.A. Bond Fund, the Trustees believe that the addition of V.A. Bond Fund's assets may add to the diversification of Active Bond Fund's overall portfolio and therefore provide an economic benefit to Active Bond Fund and its shareholders. The Boards of Trustees of both funds also considered that the adviser will also benefit from the reorganization. For example, the adviser might realize time savings from a consolidated portfolio management effort and from the need to prepare fewer reports and regulatory filings as well as prospectus disclosure for one fund instead of two. The Trustees believe, however, that these savings will not amount to a significant economic benefit to the adviser. Comparative Fees and Expense Ratios. As discussed above in the Summary, the advisory fee rate paid by V.A. Bond Fund is lower than as the rate paid by Active Bond Fund. Active Bond Fund's management fee rate of 64 0.62% and its pro forma management fee rate of 0.61% are higher than those of V.A. Bond Fund's management fee rate of 0.50%. V.A. Bond Fund's gross total annual operating expenses of 0.75% are lower than those of Active Bond Fund, which are 0.77%. After the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. Bond Fund's total annual operating expenses (0.75%) are higher than those of Active Bond Fund (0.72%). After the reorganization, Active Bond Fund's pro forma total annual operating expenses (0.73%) are less than those of V.A. Bond Fund's gross total annual operating expenses (0.75%) and net total annual operating expenses (0.75%). V.A. Bond Fund has not increased its asset size. The Trustees do not believe, given V.A. Bond Fund's current size and historical growth rate, that V.A. Bond Fund will grow to an asset size that would allow V.A. Bond Fund to realize the benefits of economies of scale, including better control over expenses. The Trustees also do not believe that V.A. Bond Fund will reach an asset size which will allow V.A. Bond Fund to significantly broaden the diversification of its investment portfolio. Comparative Performance. The trustees also took into consideration the relative performance of V.A. Bond Fund and Active Bond Fund. 65 PROPOSAL 8 APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION BETWEEN V.A. MONEY MARKET FUND AND VST MONEY MARKET FUND A proposal to approve an Agreement and Plan of Reorganization between V.A. Money Market Fund and VST Money Market Fund. Under this Agreement, V.A. Money Market Fund would transfer all of its assets to VST Money Market Fund in exchange for shares of VST Money Market Fund. These shares would be distributed proportionately to the shareholders of V.A. Money Market Fund. VST Money Market Fund would also assume V.A. Money Market Fund's liabilities. V.A. Money Market Fund's Board of Trustees recommends that shareholders vote FOR this proposal. SUMMARY Comparison of V.A. Money Market Fund to VST Money Market Fund - ------------------------------------------------------------------------------------------------------------------- V.A. Money Market VST Money Market - ------------------------------------------------------------------------------------------------------------------- Business: A diversified series of John Hancock A diversified series of John Hancock Declaration Trust. The trust is an Variable Series Trust I. The trust is an open-end investment company organized open-end investment company organized as a as a Massachusetts business trust. Massachusetts business trust. - ------------------------------------------------------------------------------------------------------------------- Net assets as of June 30, $143.5 million. $459.4 million. 2001: - ------------------------------------------------------------------------------------------------------------------- Investment adviser and Investment Adviser: Investment Adviser: portfolio managers: John Hancock Advisers, Inc. John Hancock Life Insurance Company Portfolio Managers: Subadviser: Team of Money Market research analysts Wellington Management Company, LLP and portfolio managers. -Managing, with predecessors, since 1928 -Managing fund since May 2001 Portfolio Managers: Management by investment team overseen by: John Keogh -Senior Vice President and Partner of subadviser -Joined subadviser in 1983 - ------------------------------------------------------------------------------------------------------------------- 66 - ---------------------------------------------------------------------------------------------------------------- V.A. Money Market Fund VST Money Market Fund - ---------------------------------------------------------------------------------------------------------------- Investment objective: The fund seeks the maximum current income The fund is a money market fund that that is consistent with maintaing seeks to preserve capital and liquidity liquidity and preserving capital. The while also seeking to achieve a fund intends to maintain a stable $1 share competitive yield. The fund intends to price. This objective can be changed maintain a stable net asset value of without shareholder approval. $1.00 per share. This objective can be changed without shareholder approval. ---------------------- -------------------------------------------- ------------------------------------------- Primary investments: The fund invests only in The fund invests in U.S. dollar dollar-denominated securities rated within denominated money market instruments the two highest short-term credit rated in one of the two highest categories and their unrated equivalents. short-term credit rating categories, These securities may be issued by: primarily including: o U.S. and foreign companies o commercial paper and other o U.S. and foreign banks short-term obligations of U.S. and o U.S. and foreign governments foreign issuers (including asset-backed o U.S. agencies, states and securities); municipalities o certificates of deposit, bank o International organizations such notes and other obligations of U.S. and as the World Bank and the foreign banks and other lending International Monetary Fund. institutions; o debt securities issued by foreign governments and agencies; o U.S. Treasury, agency and state and local government obligations; and o repurchase agreements. ---------------------- ---------------------------------------------------------------------------------------- Average maturity: The fund maintains an average dollar-weighted maturity of 90 days or less, and does not invest in securities with maturities of more than 13 months. ---------------------- ---------------------------------------------------------------------------------------- Foreign securities: The fund may invest in foreign securities which are U.S. dollar-denominated. ---------------------- ---------------------------------------------------------------------------------------- Repurchase The fund may invest in repurchase agreements. agreements: ---------------------- ---------------------------------------------------------------------------------------- Diversification: The fund is diversified and, with respect to 75% of total assets, cannot invest more than 5% of total assets in securities of a single issuer. ---------------------- ---------------------------------------------------------------------------------------- 67 The Funds' Expenses Both funds pay various expenses. The first two expense tables appearing below show the expenses for the twelve-month period ended June 30, 2001, adjusted to reflect any changes. Future expenses may be greater or less. The examples contained in each expense table show what you would pay if you invested $10,000 over the various time periods indicated. Each example assumes that you reinvested all dividends and that the average annual return was 5%. (The examples do not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the funds serve as an investment vehicle.) The examples are for comparison purposes only and are not a representation of either fund's actual expenses or returns, either past or future. V.A. Money Market Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.50% Other expenses 0.07% Total fund operating expenses 0.57% Expense reimbursement (1) 0.00% Actual operating expenses 0.57% Example Year 1 Year 3 Year 5 Year 10 At end of period $58 $182 $317 $711 (1) V.A. Money Market fund's adviser has agreed to limit expenses, excluding management fees, to 0.25% until 5/1/02. 68 VST Money Market Fund Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.25% Other expenses 0.03% Total fund operating expenses 0.28% Expense reimbursement (1) 0.00% Actual operating expenses 0.28% Example Year 1 Year 3 Year 5 Year 10 At end of period $29 $90 $157 $356 (1) VST Money Market Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. Pro Forma Expense Table The following expense table shows the pro forma expenses of VST Money Market Fund assuming that a reorganization with V.A. Money Market Fund occurred on June 30, 2000. The expenses shown in the table are based on fees and expenses incurred during the twelve months ended June 30, 2001, adjusted to reflect any changes. VST Money Market Fund's actual expenses after the reorganization may be greater or less than those shown. The example contained in the pro forma expense table shows what you would pay on a $10,000 investment if the reorganization had occurred on June 30, 2000. The example assumes that you reinvested all dividends and that the average annual return was 5%. (The example does not reflect the fees or expenses associated with variable annuity and variable life insurance contracts for which the fund serves as an investment vehicle.) The pro forma example is for comparison purposes only and is not a representation of VST Money Market Fund's actual expenses or returns, either past or future. 69 VST Money Market Fund (PRO FORMA) (Assuming reorganization with V.A. Money Market Fund) Shareholder transaction expenses Maximum sales charge imposed on purchases (as a percentage of offering price) 0.00% Maximum sales charge imposed on Reinvested dividends none Maximum deferred sales charge none Redemption fee none Exchange fee none Annual fund operating expenses (as a % of average net assets) Management fee 0.25% Other expenses 0.03% Total fund operating expenses 0.28% Expense reimbursement (1) 0.00% Actual operating expenses 0.28% Pro Forma Example Year 1 Year 3 Year 5 Year 10 At end of period $29 $90 $157 $356 (1) VST Money Market Fund's adviser has agreed to limit the fund's expenses, excluding management fees, to 0.10%. The Reorganization o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 14, 2001, but may occur on any later date before June 30, 2002. V.A. Money Market Fund will transfer all of its assets to VST Money Market Fund. VST Money Market Fund will assume V.A. Money Market Fund's liabilities. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o VST Money Market Fund will issue to V.A. Money Market Fund shares in an amount equal to the aggregate net asset value of V.A. Money Market Fund's shares. These shares will be distributed immediately to V.A. Money Market Fund's shareholders in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. Money Market Fund will end up as shareholders of VST Money Market Fund. o After the reorganization is over, V.A. Money Market Fund will be terminated. o The reorganization will be tax-free and will not take place unless both funds receive a satisfactory opinion concerning the tax consequences of the reorganization from Hale and Dorr LLP, counsel to V.A. Money Market Fund. 70 The following diagram shows how the reorganization would be carried out. V. A. Money Market V. A. Money Market Fund VST Money Market Fund transfers assets assets and liabilities Fund receives assets and liabilities to VST --------------->--------------- and assumes liabilities Money Market of V.A. Money Market Fund Fund Shareholders ---------------<--------------- Issues Shares V.A. Money Market Fund receives VST Money Market Fund shares and and distributes them to its shareholders. Other Consequences of the Reorganization. Each fund pays monthly advisory fees equal to the following annual percentage of its average daily net assets: V.A. Money Market Fund--0.50% and VST Money Market Fund 0.25%. VST Money Market Fund's management fee rate of 0.25% and its pro forma management fee rate of 0.25% are lower than V.A. Money Market Fund's management fee rate of 0.50%. V.A. Money Market Fund's gross total annual operating expenses of 0.57% are substantially higher that those of VST Money Market Fund which are 0.28%. Even after the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. Money Market Fund's total annual operating expenses (0.57%) are higher than those of VST Money Market Fund (0.28%). After the reorganization, VST Money Market Fund's pro forma total annual operating expenses (0.28%) are less than those of V.A. Money Market Fund's gross total annual operating expenses (0.57%) and net total annual operating expenses (0.57%). Investment advisory fees as a percentage of average daily net assets. V.A. Money Market 0.50% VST Money Market 0.25% 71 INVESTMENT RISKS The funds are exposed to various risks that could cause shareholders to lose money on their investments in the funds. The following table shows that the risks affecting each fund are similar and compares the risks affecting each fund. - -------------------------------------------------------------------------------------------------------------------------- V.A. Money Market Fund VST Money Market Fund - -------------------------------------------------------------------------------------------------------------------------- Short term interest rate risk The value of fund shares will be most affected by short-term interest rates. If interest rates rise sharply, the fund could underperform its peers or lose money. - ------------------------------- -------------------------------------------------------------------------------------------- Credit risk The fund could lose money if the credit rating of any security in its portfolio is downgraded or if the issuer of the security defaults on its obligations. - ------------------------------- -------------------------------------------------------------------------------------------- Absence of government An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance guarantee Corporation or any other government agency. Although the fund seeks to preserve the value of your investment at $1 per share, it is possible to lose money by investing in the fund. - ------------------------------- -------------------------------------------------------------------------------------------- Foreign securities risk Foreign investments involve additional risks, including potentially inaccurate financial information and social or political instability. - ------------------------------- -------------------------------------------------------------------------------------------- PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION Description of Reorganization Shareholders are being asked to approve an Agreement and Plan of Reorganization, a form of which is attached as Exhibit A. The Agreement provides for a reorganization on the following terms: o The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on December 14, 2001, but may occur on any later date before June 30, 2002. V.A. Money Market Fund will transfer all of its assets to VST Money Market Fund and VST Money Market Fund will assume all of V.A. Money Market Fund's liabilities. This will result in the addition of V.A. Money Market Fund's assets to VST Money Market Fund's portfolio. The net asset value of both funds will be computed as of 5:00 p.m., Eastern time, on the reorganization date. o VST Money Market Fund will issue to V.A. Money Market Fund shares in an amount equal to the aggregate net asset value of V.A. Money Market Fund's shares. As part of the liquidation of V.A. Money Market Fund, these shares will be distributed immediately to shareholders of record of V.A. Money Market Fund in proportion to their holdings on the reorganization date. As a result, shareholders of V.A. Money Market Fund will end up as shareholders of VST Money Market Fund. o After the reorganization is over, the existence of V.A. Money Market Fund will be terminated. 72 Reasons for the Proposed Reorganization The Board of Trustees of V.A. Money Market Fund believes that the proposed reorganization will be advantageous to the shareholders of V.A. Money Market Fund for several reasons. The Board of Trustees considered the following matters, among others, in approving the proposal. First, V.A. Money Market Fund is no longer being offered to new variable insurance contract holders, making it increasingly difficult for the fund to attract assets. Second, shareholders may be better served by a fund offering more diversification. VST Money Market Fund has a larger asset size than V.A. Money Market Fund. Combining the funds' assets into a single investment portfolio may broaden diversification. Third, VST Money Market Fund shares have performed similarly to V.A. Money Market Fund over the life of both funds. While past performance cannot predict future results, the Trustees believe that VST Money Market Fund is better positioned than V.A. Money Market Fund to generate strong returns. Fourth, a combined fund may offer economies of scale that can lead to better control over expenses than is possible for V.A. Money Market Fund alone. Both funds incur substantial costs for accounting, legal, transfer agency services, insurance, and custodial and administrative services. Fifth, VST Money Market Fund Fund's total expenses are lower than V.A. Money Market Fund's total expenses. As a result of the reorganization, shareholders of V.A. Money Market Fund may experience a reduction in the total amount of fees, as a percentage of average net assets, that they indirectly pay each month. The Trustees believe that VST Money Market Fund shareholders will also benefit from improved diversification as a result of the reorganization. Although VST Money Market Fund is a larger fund than V.A. Money Market Fund, the Trustees believe the addition of V.A. Money Market Fund's assets may add to the diversification of VST Money Market Fund's overall portfolio and therefore provide an economic benefit to VST Money Market Fund and its shareholders. The Boards of Trustees of both funds also considered that the adviser will also benefit from the reorganization. For example, the adviser might realize time savings from the need to prepare fewer reports and regulatory filings. The Trustees believe, however, that these savings will not amount to a significant economic benefit to the adviser. Comparative Fees and Expense Ratios. As discussed above in the Summary, the advisory fee rate paid by V.A. Money Market Fund is higher than the rate paid by VST Money Market Fund. VST Money Market Fund's management fee rate of 0.25% and its pro forma management fee rate of 0.25% are lower than V.A. Money Market Fund's management fee rate of 0.50%. V.A. Money Market Fund's gross total annual operating expenses of 0.57% are substantially higher that those of VST Money Market Fund which are 0.28%. Even after the reduction of each fund's other expenses as a result of the adviser's voluntary agreement to limit the funds' other expenses, V.A. Money Market Fund's total annual operating expenses (0.57%) are higher than those of VST Money Market Fund (0.28%). After the reorganization, VST Money Market Fund's pro forma total annual operating expenses (0.28%) are less than those of V.A. Money Market Fund's gross total annual operating expenses (0.57%) and net total annual operating expenses (0.57%). V.A. Money Market Fund has not increased its asset size. The Trustees do not believe, given V.A. Money Market Fund's current size and historical growth rate, that V.A. Money Market Fund will grow to an asset size that would allow V.A. Money Market Fund to realize the benefits of economies of scale, including better control over expenses. The Trustees also do not believe that V.A. Money Market Fund will reach an asset size which will allow V.A. Money Market Fund to significantly broaden the diversification of its investment portfolio. Comparative Performance. The trustees also took into consideration the relative performance of V.A. Money Market Fund and VST Money Market Fund. 73 FURTHER INFORMATION ON EACH REORGANIZATION Tax Status of each Reorganization Each reorganization will be tax-free for federal income tax purposes and will not take place unless both funds in each respective reorganization receive a satisfactory opinion from Hale and Dorr LLP, counsel to the Acquired Funds, substantially to the effect that: o The reorganization described above will be a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986 (the "Code"), and each fund will be "a party to a reorganization" within the meaning of Section 368 of the Code; o No gain or loss will be recognized by each Acquired Fund upon (1) the transfer of all of its assets to the respective Acquiring Fund as described above or (2) the distribution by each Acquired Fund of Acquiring Fund shares to Acquired Fund shareholders; o No gain or loss will be recognized by each Acquiring Fund upon the receipt of each respective Acquired Fund's assets solely in exchange for the issuance of Acquiring Fund shares and the assumption of all of Acquired Fund liabilities by each respective Acquiring Fund; o The basis of the assets of each Acquired Fund acquired by each respective Acquiring Fund will be the same as the basis of those assets in the hands of each respective Acquired Fund immediately before the transfer; o The tax holding period of the assets of each Acquired Fund in the hands of each respective Acquiring Fund will include the Acquired Fund's tax holding period for those assets; o The shareholders of each Acquired Fund will not recognize gain or loss upon the exchange of all their shares of the Acquired Funds solely for Acquiring Fund shares as part of the reorganization; o The basis of Acquiring Fund shares received by Acquired Fund shareholders in the reorganization will be the same as the basis of the shares of each Acquired Fund surrendered in exchange; and o The tax holding period of the Acquiring Fund shares that Acquired Fund shareholders receive will include the tax holding period of the shares of the Acquired Fund surrendered in the exchange, provided that the shares of the Acquired Fund were held as capital assets on the reorganization date. Additional Terms of Each Agreement and Plan of Reorganization Conditions to Closing each Reorganization. The obligation of each Acquired Fund to consummate the reorganization is subject to the satisfaction of certain conditions, including the performance by the respective Acquiring Fund of all its obligations under the Agreement and the receipt of all consents, orders and permits necessary to consummate the reorganization. Proposals 4 and 5 are conditioned on the receipt of an exemptive order from the Securities and Exchange Commission because the insurance companies own directly 5% or more of the Acquiring Funds (see Agreement, paragraph 6). 74 The obligation of each Acquiring Fund to consummate the reorganization is subject to the satisfaction of certain conditions, including each respective Acquired Fund's performance of all of its obligations under the Agreement, the receipt of certain documents and financial statements from each respective Acquired Fund and the receipt of all consents, orders and permits necessary to consummate the reorganization (see Agreement, paragraph 7). The obligations of each respective Acquired and Acquiring Funds are subject to approval of the Agreement by the necessary vote of the outstanding shares of the Acquired Fund, in accordance with the provisions of Acquired Funds' declaration of trust and by-laws. The funds' obligations are also subject to the receipt of a favorable opinion of Hale and Dorr LLP as to the federal income tax consequences of the reorganization. (see Agreement, paragraph 8). Termination of Agreement. The Board of Trustees of each respective Acquired Fund or Acquiring Fund may terminate the Agreement (even if the shareholders of an Acquired Fund have already approved it) at any time before the reorganization date, if that board believes that proceeding with the reorganization would no longer be advisable. Expenses of the Reorganization. John Hancock Advisers, Inc. will pay each Acquired Fund's merger costs, and each Acquiring Fund will pay its costs incurred in connection with entering into and carrying out the provisions of the Agreement, whether or not the reorganization occurs. With respect to each proposal, the expenses for each fund are estimated to be approximately $27,750 for V.A. Core Equity Fund and $17,250 for Growth & Income Fund; $18,750 for V.A. Large Cap Growth Fund and $14,250 for Growth & Income Fund; $21,000 for V.A. 500 Index Fund and $15,000 for Equity Index Fund; $16,500 for V.A. International Fund and $13,500 for International Equity Fund; $16,500 for V.A. Mid Cap Growth Fund and $13,500 for Fundamental Growth Fund; $19,500 for V.A. Small Cap Growth Fund and $14,500 for VST Small Cap Growth Fund; $33,750 for V.A. Bond Fund and $19,250 for Active Bond Fund; and $33,750 for V.A. Money Market Fund and $19,250 for VST Money Market Fund. CAPITALIZATION The following table sets forth the capitalization of each fund as of June 30, 2001, and the pro forma combined capitalization of both funds as if each reorganization had occurred on that date. If the reorganization is consummated, the actual exchange ratios on the reorganization date may vary from the exchange ratios indicated. This is due to changes in the market value of the portfolio securities of both funds between June 30, 2001 and the reorganization date, changes in the amount of undistributed net investment income and net realized capital gains of both funds during that period resulting from income and distributions, and changes in the accrued liabilities of both funds during the same period. It is impossible to predict how many shares of each Acquiring Fund will actually be received and distributed by each corresponding Acquired Fund on the reorganization date. The table should not be relied upon to determine the amount of Acquiring Fund shares that will actually be received and distributed. If the reorganization of your fund(s) had taken place on June 30, 2001: - ------------------------------------------------------------------------------------------------------------------------------- V.A. Core Equity Growth & Income Pro Forma(1) Pro Forma(2) - ------------------------------------------------------------------------------------------------------------------------------- Net Assets $41.14M $2,799.99M $2,841.13M $2,847.41M - ------------------------------------------------------------------------------------------------------------------------------- Net Asset Value Per Share $16.66 $12.87 $12.87 $12.87 - ------------------------------------------------------------------------------------------------------------------------------- Shares Outstanding 2.47M 217.63M 220.73M 221.24M - ------------------------------------------------------------------------------------------------------------------------------- (1) Assuming the reorganization of V.A. Large Cap Growth Fund into Growth & Income Fund does not occur. If the reorganization of your fund only had taken place on June 30, 2001, approximately 1.2945 Growth & Income Fund shares would have been issued for each share of V.A. Core Equity Fund. (2) Assuming the reorganization of V.A. Large Cap Growth Fund into Growth & Income Fund occurs. If both reorganizations had taken place on June 30, 2001, approximately 1.2945 Growth & Income Fund shares would have been issued for each share of V.A. Core Equity Fund. 75 - ------------------------------------------------------------------------------------------------------------------------------- V.A. Large Cap Growth & Income Pro Forma (1) Pro Forma(2) Growth - ------------------------------------------------------------------------------------------------------------------------------- Net Assets $6.28M $2,799.99M $2,806.27M $2,847.41M - ------------------------------------------------------------------------------------------------------------------------------- Net Asset Value Per Share $7.69 $12.87 $12.87 $12.87 - ------------------------------------------------------------------------------------------------------------------------------- Shares Outstanding .82M 217.63M 218.13M 221.24M - ------------------------------------------------------------------------------------------------------------------------------- (1) Assuming the reorganization of V.A. Core Equity Fund into Growth & Income Fund does not occur. If the reorganization of your fund only had taken place on June 30, 2001, approximately .5975 Growth & Income Fund shares would have been issued for each share of V.A. Large Cap Growth Fund. (2) Assuming the reorganization of V.A. Core Equity Fund into Growth & Income Fund occurs. If both reorganizations had taken place on June 30, 2001, approximately .5975 Growth & Income Fund shares would have been issued for each share of V.A. Large Cap Growth Fund. - -------------------------------------------------------------------------------------------------------- V.A. 500 Index Equity Index Pro Forma - -------------------------------------------------------------------------------------------------------- Net Assets $18.42M $539.15M $557.57M - -------------------------------------------------------------------------------------------------------- Net Asset Value Per Share $15.01 $16.36 $16.36 - -------------------------------------------------------------------------------------------------------- Shares Outstanding 1.23M 32.95M 34.08M - -------------------------------------------------------------------------------------------------------- The table reflects pro forma exchange ratios of approximately .9175 Equity Index Fund shares being issued for each share of V.A. 500 Index Fund - -------------------------------------------------------------------------------------------------------- V.A. International International Equity Pro Forma - -------------------------------------------------------------------------------------------------------- Net Assets $5.00M $21.09M $26.09M - -------------------------------------------------------------------------------------------------------- Net Asset Value Per Share $8.89 $8.37 $8.37 - -------------------------------------------------------------------------------------------------------- Shares Outstanding 0.56M 2.52M 3.12M - -------------------------------------------------------------------------------------------------------- The table reflects pro forma exchange ratios of approximately 1.0621 International Equity Fund shares being issued for each share of V.A. International Fund. - -------------------------------------------------------------------------------------------------------- V.A. Mid Cap Fundamental Pro Forma Growth Growth - -------------------------------------------------------------------------------------------------------- Net Assets $6.32M $40.34M $46.66M - -------------------------------------------------------------------------------------------------------- Net Asset Value Per Share $11.56 $9.86 $9.86 - -------------------------------------------------------------------------------------------------------- Shares Outstanding 0.55M 4.1M 4.73M - -------------------------------------------------------------------------------------------------------- The table reflects pro forma exchange ratios of approximately 1.1724 Fundamental Growth Fund shares being issued for each share of V.A. Mid Cap Growth Fund. - -------------------------------------------------------------------------------------------------------- V.A. Small Cap VST Small Cap Pro Forma Growth Growth - -------------------------------------------------------------------------------------------------------- Net Assets $13.31M $202.05M $215.37M - -------------------------------------------------------------------------------------------------------- Net Asset Value Per Share $13.24 $12.40 $12.40 - -------------------------------------------------------------------------------------------------------- Shares Outstanding 1.01M 16.29M 17.36M - -------------------------------------------------------------------------------------------------------- The table reflects pro forma exchange ratios of approximately 1.0677 VST Small Cap Growth Fund shares being issued for each share of V.A. Small Cap Growth Fund. - -------------------------------------------------------------------------------------------------------- V.A. Bond Active Bond Pro Forma - -------------------------------------------------------------------------------------------------------- Net Assets $67.69M $816.30 $883.99 - -------------------------------------------------------------------------------------------------------- Net Asset Value Per Share $10.28 $9.49 $9.49 - -------------------------------------------------------------------------------------------------------- Shares Outstanding 6.58M 86.04 93.14 - -------------------------------------------------------------------------------------------------------- The table reflects pro forma exchange ratios of approximately 1.0832 Active Bond Fund shares being issued for each share of V.A. Bond Fund. 76 - -------------------------------------------------------------------------------------------------------- V.A. Money Market VST Money Market Pro Forma - -------------------------------------------------------------------------------------------------------- Net Assets $143.50M $459.40M $602.86M - -------------------------------------------------------------------------------------------------------- Net Asset Value Per Share $1.00 $1.00 $1.00 - -------------------------------------------------------------------------------------------------------- Shares Outstanding 143.50M 459.40M 602.86M - -------------------------------------------------------------------------------------------------------- The table reflects pro forma exchange ratios of approximately 1.0000 VST Money Market Fund shares being issued for each share of V.A. Money Market Fund. ADDITIONAL INFORMATION ABOUT THE FUNDS' BUSINESSES The following table shows where in each fund's prospectus you can find additional information about the business of each fund. - ------------------------------------------------------------------------------------------------------------------- Type of Information Headings in Prospectus for each Acquired Fund and each Acquiring Fund - ------------------------------------------------------------------------------------------------------------------- Investment objective and policies Goal and Strategy - ------------------------------------------------------------------------------------------------------------------- Portfolio Management Portfolio Management/Subadviser - ------------------------------------------------------------------------------------------------------------------- Expenses Financial Highlights - ------------------------------------------------------------------------------------------------------------------- Custodian Business Structure - ------------------------------------------------------------------------------------------------------------------- Dividends, distributions and taxes Dividends and Taxes - ------------------------------------------------------------------------------------------------------------------- BOARDS' EVALUATION AND RECOMMENDATION With respect to each reorganization, for the reasons described above, the Board of Trustees of each Acquired Fund, including the Trustees who are not "interested persons" of either fund or the adviser ("independent trustees"), approved the reorganization. In particular, the Trustees determined that the reorganization was in the best interests of each Acquired Fund and that the interests of each Acquired Fund's shareholders would not be diluted as a result of the reorganization. Similarly, the Board of Trustees of each Acquiring Fund, including the independent trustees, approved the reorganization. They also determined that the reorganization was in the best interests of the each Acquiring Fund and that the interests of the Acquiring Funds' shareholders would not be diluted as a result of the reorganization. - -------------------------------------------------------------------------------- The trustees of each Acquired Fund recommend that the shareholders vote for each proposal to approve the agreement and plan of reorganization. - -------------------------------------------------------------------------------- VOTING RIGHTS AND REQUIRED VOTE Each Acquired Fund share is entitled to one vote. Approval of the above proposal requires the affirmative vote of a majority of the shares of each Acquired Fund outstanding and entitled to vote. For this purpose, a majority of the outstanding shares of an Acquired Fund means 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. 77 Shares of each Acquired Fund represented in person or by proxy, including shares that abstain or do not vote with respect to the 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 the proposal. If the required approval of shareholders is not obtained, an Acquired Fund will continue to engage in business as a separate mutual fund and the Board of Trustees will consider what further action may be appropriate. This action could include, among other things, terminating a fund's expense limitation or closing the fund. INFORMATION CONCERNING THE MEETING Voting at the Meeting 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 each Acquired Fund which 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. 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 the Acquired Funds and by personnel of the Acquired Funds' investment adviser, John Hancock Advisers, Inc. and its transfer agent, John Hancock Annuity Servicing Office. The Annuity Servicing Office, has agreed to provide proxy solicitation services to each Acquired Fund. Revoking Proxies Each Acquired Fund 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 the Acquired Funds' transfer agent, John Hancock Annuity Servicing Office, 529 Main Street, Charlestown, Massachusetts 02129, or 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 wishes to vote in person, by notifying the secretary of the respective Acquired 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 procedure outlined above for revoking proxies. Outstanding Shares and Quorum As of September 20, 2001 (record date), the number of shares of beneficial interest of each Acquired Fund outstanding were as follows: 78 - -------------------------------------------------------------------------------- FUND SHARES OUTSTANDING - -------------------------------------------------------------------------------- V.A. Core Equity - -------------------------------------------------------------------------------- V.A. Large Cap Growth - -------------------------------------------------------------------------------- V.A. 500 Index - -------------------------------------------------------------------------------- V.A. International - -------------------------------------------------------------------------------- V.A. Mid Cap Growth - -------------------------------------------------------------------------------- V.A. Small Cap Growth - -------------------------------------------------------------------------------- V.A. Bond - -------------------------------------------------------------------------------- V.A. Money Market - -------------------------------------------------------------------------------- Only shareholders of record on September 20, 2001 (the "record date") are entitled to notice of and to vote at the meeting. A majority of the outstanding shares of each Acquired Fund that are entitled to vote will be considered a quorum for the transaction of business. Other Business The Acquired Funds' 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 an Acquired 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 reorganization against adjournment. 79 OWNERSHIP OF SHARES OF THE FUNDS As of September 20, 2001, the following companies owned of record or on behalf of certain separate accounts, more than 5% of certain funds' outstanding shares, as noted on the table below: John Hancock Life Insurance Company ("JHLICO"), 200 Clarendon Street, Boston, Massachusetts 02117; and John Hancock Variable Life Insurance Company ("JHVLICO"), 197 Clarendon Street, Boston, Massachusetts, 02117. - ---------------------------------------------------------------------------------------------------------------------- Name Number of Shares Percentage of Fund - ---------------------------------------------------------------------------------------------------------------------- V.A. Core Equity Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLICO % - ---------------------------------------------------------------------------------------------------------------------- Growth & Income Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLICO % - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- V.A. Large Cap Growth Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLICO % - ---------------------------------------------------------------------------------------------------------------------- Growth & Income Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLICO % - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- V.A. 500 Index Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLICO % - ---------------------------------------------------------------------------------------------------------------------- Equity Index Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLICO % - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- V.A. International Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLICO % - ---------------------------------------------------------------------------------------------------------------------- International Equity Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLICO % - ---------------------------------------------------------------------------------------------------------------------- 80 - ---------------------------------------------------------------------------------------------------------------------- Name Number of Shares Percentage of Fund - ---------------------------------------------------------------------------------------------------------------------- V.A. Mid Cap Growth Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLICO % - ---------------------------------------------------------------------------------------------------------------------- Fundamental Growth Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLICO % - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- V.A. Small Cap Growth Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLIO % - ---------------------------------------------------------------------------------------------------------------------- VST Small Cap Growth Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLICO % - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- V.A. Bond Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLICO % - ---------------------------------------------------------------------------------------------------------------------- Active Bond Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLICO % - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- V.A. Money Market Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLICO % - ---------------------------------------------------------------------------------------------------------------------- VST Money Market Fund - ---------------------------------------------------------------------------------------------------------------------- JHLICO % - ---------------------------------------------------------------------------------------------------------------------- JHVLICO % - ---------------------------------------------------------------------------------------------------------------------- However, these companies will vote their Fund shares only in accordance with voting instructions received from the contract or certificate owners. For this reason, the companies do not exercise control over the funds by virtue of their record ownership of funds shares. EXPERTS The financial statements and the financial highlights of each fund as of December 31, 2000 and for the periods then ended and the unaudited financial statements and financial highlights of each fund as of June 30, 2001 are incorporated by reference into this proxy statement and prospectus. The financial statements and financial highlights as of December 31, 2000 have been independently audited by Ernst & Young LLP as stated in their report appearing in the statement of additional information. These financial statements and financial highlights have been included in reliance on their report given on their authority as experts in accounting and auditing. 81 AVAILABLE INFORMATION Each fund is subject to the informational requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940 and files reports, proxy statements and other information with the SEC. These reports, proxy statements and other information filed by the funds can be inspected and copied (at prescribed rates) at the public reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C., and at the following regional offices: Chicago (500 West Madison Street, Suite 1400, Chicago, Illinois); and New York (7 World Trade Center, Suite 1300, New York, New York). For access to the Washington D.C. Reference Room, call (202) 942-8090. Copies of this material can also be obtained by mail from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549-0102 (duplicating fee required). In addition, copies of these documents may be viewed on-screen or downloaded from the SEC's Internet site at (http://www.sec.gov), SEC file number 811-07437. 82 EXHIBIT A AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this ___ day of September, 2001, by and between ____________________ (the "Acquiring Fund") of John Hancock Variable Series Trust I, a Massachusetts business trust (the "Trust II"), with its principal place of business at John Hancock Place, P.O. Box 111, Boston, Massachusetts 02117, and _________________________ (the "Acquired Fund"), a series of John Hancock Declaration Trust, a Massachusetts business trust (the "Trust") with its principal place of business at 101 Huntington Avenue, Boston, Massachusetts 02199. The Acquiring Fund and the Acquired Fund are sometimes referred to collectively herein as the "Funds" and individually as a "Fund." This Agreement is intended to be and is adopted as a plan of "reorganization," as such term is used in Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). The reorganization will consist of the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for the issuance of shares of beneficial interest of the Acquiring Fund (the "Acquiring Fund Shares") to the Acquired Fund and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund, followed by the distribution by the Acquired Fund, on or promptly after the Closing Date hereinafter referred to, of the Acquiring Fund Shares to the shareholders of the Acquired Fund in liquidation and termination of the Acquired Fund as provided herein, all upon the terms and conditions set forth in this Agreement. In consideration of the premises of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows: 1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR ASSUMPTION OF LIABILITIES AND ISSUANCE OF ACQUIRING FUND SHARES; LIQUIDATION OF THE ACQUIRED FUND 1.1 The Acquired Fund will transfer all of its assets (consisting, without limitation, of portfolio securities and instruments, dividends and interest receivables, cash and other assets), as set forth in the statement of assets and liabilities referred to in Paragraph 7.2 hereof (the "Statement of Assets and Liabilities"), to the Acquiring Fund free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange for (i) the assumption by the Acquiring Fund of the known and unknown liabilities of the Acquired Fund, including the liabilities set forth in the Statement of Assets and Liabilities (the "Acquired Fund Liabilities"), which shall be assigned and transferred to the Acquiring Fund by the Acquired Fund and assumed by the Acquiring Fund, and (ii) delivery by the Acquiring Fund to the Acquired Fund, for distribution pro rata by the Acquired Fund to its shareholders in proportion to their respective ownership of shares of beneficial interest of the Acquired Fund, as of the close of business on [either December 7, 2001 or December 14, 2001] (the "Closing Date"), of a number of the Acquiring Fund Shares having an aggregate net asset value equal to the value of the assets, less such liabilities (herein referred to as the "net value of the assets") assumed, assigned and delivered, all determined as provided in Paragraph 2.1 hereof and as of a date and time as specified therein. Such transactions shall take place at the closing provided for in Paragraph 3.1 hereof (the "Closing"). All computations with respect to the Acquiring Fund shall be provided by State Street Bank and Trust Company (the "Acquiring Fund's Custodian"), as custodian and pricing agent for the Acquiring Fund and, and with respect to the Acquired Fund by [either State Street Bank and Trust Company or Investors Bank & Trust Company] (the "Acquired Fund's Custodian). 1.2 The Acquired Fund has provided the Acquiring Fund with a list of the current securities holdings of the Acquired Fund as of the date of execution of this Agreement. The Acquired Fund reserves the right to sell any of these securities (except to the extent sales may be limited by representations made in connection with issuance of the tax opinion provided for in paragraph 8.6 hereof) but will not, without the prior approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. 1.3 The Acquiring Fund and the Acquired Fund shall each bear its own expenses in connection with the transactions contemplated by this Agreement. 83 1.4 On or as soon after the Closing Date as is conveniently practicable (the "Liquidation Date"), the Acquired Fund will liquidate and distribute pro rata to shareholders of record (the "Acquired Fund shareholders"), determined as of the close of regular trading on the New York Stock Exchange on the Closing Date, the Acquiring Fund Shares received by the Acquired Fund pursuant to Paragraph 1.1 hereof. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund, to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund shareholders and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such exchange. 1.5 The Acquired Fund shareholders holding certificates representing their ownership of shares of beneficial interest of the Acquired Fund shall surrender such certificates or deliver an affidavit with respect to lost certificates in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an "Affidavit"), to John Hancock Signature Services, Inc. prior to the Closing Date. Any Acquired Fund share certificate which remains outstanding on the Closing Date shall be deemed to be canceled, shall no longer evidence ownership of shares of beneficial interest of the Acquired Fund and shall evidence ownership of Acquiring Fund Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, dividends and other distributions payable by the Acquiring Fund subsequent to the Liquidation Date with respect to Acquiring Fund Shares shall be paid to the holder of such certificate(s), but such shareholders may not redeem or transfer Acquiring Fund Shares received in the Reorganization. The Acquiring Fund will not issue share certificates in the Reorganization. 1.6 Any transfer taxes payable upon issuance of Acquiring Fund Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred. 1.7 The existence of the Acquired Fund shall be terminated as promptly as practicable following the Liquidation Date. 1.8 Any reporting responsibility of the Trust, including, but not limited to, the responsibility for filing of regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (the "Commission"), any state securities commissions, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Trust. 2. VALUATION 2.1 The net asset values of the Acquiring Fund Shares and the net values of the assets and liabilities of the Acquired Fund to be transferred shall, in each case, be determined as of the close of business (4:00 p.m. Boston time) on the Closing Date. The net asset values of the Acquiring Fund Shares shall be computed by the Acquiring Fund's Custodian in the manner set forth in the Acquiring Fund's Declaration of Trust as amended and restated (the "Declaration"), or By-Laws and the Acquiring Fund's then-current prospectus and statement of additional information and shall be computed in each case to not fewer than four decimal places. The net values of the assets of the Acquired Fund to be transferred shall be computed by the Acquired Fund's Custodian by calculating the value of the assets transferred by the Acquired Fund and by subtracting therefrom the amount of the liabilities assigned and transferred to and assumed by the Acquiring Fund on the Closing Date, said assets and liabilities to be valued in the manner set forth in the Acquired Fund's then current prospectus and statement of additional information and shall be computed in each case to not fewer than four decimal places. 2.2 The number of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Fund's assets shall be determined by dividing the value of the Acquired Fund's assets less the liabilities assumed by the Acquiring Fund, by the Acquiring Fund's net asset value per share, all as determined in accordance with Paragraph 2.1 hereof. 2.3 All computations of value shall be made by each Custodian in accordance with its regular practice as pricing agent for its respective Fund. 84 3. CLOSING AND CLOSING DATE 3.1 The Closing Date shall be [either December 7, 2001 or December 14, 2001] or such other date on or before June 30, 2002 as the parties may agree. The Closing shall be held as of 5:00 p.m. at the offices of the Trust, 101 Huntington Avenue, Boston, Massachusetts 02199, or at such other time and/or place as the parties may agree. 3.2 Portfolio securities that are not held in book-entry form in the name of the Acquired Fund's Custodian as record holder for the Acquired Fund shall be presented by the Acquired Fund to the Acquiring Fund's Custodian for examination no later than five business days preceding the Closing Date. Portfolio securities which are not held in book-entry form shall be delivered by the Acquired Fund to the Acquiring Fund's Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund's Custodian in book-entry form on behalf of the Acquired Fund shall be delivered to the Acquiring Fund by the Acquiring Fund's Custodian by recording the transfer of beneficial ownership thereof on its records. The cash delivered shall be in the form of currency or by the Acquiring Fund's Custodian crediting the Acquiring Fund's account maintained with the Acquiring Fund's Custodian with immediately available funds. 3.3 In the event that on the Closing Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored on or before June 30, 2002, this Agreement may be terminated by the Acquiring Fund or by the Acquired Fund upon the giving of written notice to the other party. 3.4 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status of the Acquired Fund shareholders and the number of outstanding shares of beneficial interest of the Acquired Fund owned by each such shareholder, all as of the close of business on the Closing Date, certified by its Treasurer, Secretary or other authorized officer (the "Shareholder List"). The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request. 4. REPRESENTATIONS AND WARRANTIES 4.1 The Trust on behalf of the Acquired Fund represents, warrants and covenants to the Acquiring Fund as follows: (a) The Trust is a business trust, duly organized, validly existing and in good standing under the laws of The Commonwealth of Massachusetts and has the power to own all of its properties and assets and, subject to approval by the shareholders of the Acquired Fund, to carry out the transactions contemplated by this Agreement. Neither the Trust nor the Acquired Fund is required to qualify to do business in any jurisdiction in which it is not so qualified or where failure to qualify would subject it to any material liability or disability. The Trust has all necessary federal, state and local authorizations to own all of its properties and assets and to carry on its business as now being conducted; (b) The Trust is a registered investment company classified as a management company and its registration with the Commission as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), is in full force and effect. The Acquired Fund is a diversified series of the Trust; 85 (c) The Trust and the Acquired Fund are not, and the execution, delivery and performance of their obligations under this Agreement will not result, in violation of any provision of the Trust's Declaration of Trust, as amended and restated (the "Trust's Declaration") or By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Trust or the Acquired Fund is a party or by which it is bound; (d) Except as otherwise disclosed in writing and accepted by the Acquiring Fund, no material litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened against the Trust or the Acquired Fund or any of the Acquired Fund's properties or assets. The Trust knows of no facts which might form the basis for the institution of such proceedings, and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects the Acquired Fund's business or its ability to consummate the transactions herein contemplated; (e) The Acquired Fund has no material contracts or other commitments (other than this Agreement or agreements for the purchase of securities entered into in the ordinary course of business and consistent with its obligations under this Agreement) which will not be terminated without liability to the Acquired Fund at or prior to the Closing Date; (f) The audited statement of assets and liabilities, including the schedule of investments, of the Acquired Fund as of December 31, 2000 and the related statement of operations (copies of which have been furnished to the Acquiring Fund) and the unaudited statements as of June 30, 2001, present fairly in all material respects the financial condition of the Acquired Fund as of December 31, 2000 and June 30, 2001 and the results of its operations for the period then ended in accordance with generally accepted accounting principles consistently applied, and there were no known actual or contingent liabilities of the Acquired Fund as of the respective dates thereof not disclosed therein; (g) Since June 30, 2001, there has not been any material adverse change in the Acquired Fund's financial condition, assets, liabilities, or business other than changes occurring in the ordinary course of business, or any incurring by the Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquiring Fund; (h) At the date hereof and by the Closing Date, all federal, state and other tax returns and reports, including information returns and payee statements, of the Acquired Fund required by law to have been filed or furnished by such dates shall have been filed or furnished, and all federal, state and other taxes, interest and penalties shall have been paid so far as due, or provision shall have been made for the payment thereof, and to the best of the Acquired Fund's knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns or reports; (i) Each of the Acquired Fund and its predecessors has qualified as a regulated investment company for each taxable year of its operation and the Acquired Fund will qualify as such as of the Closing Date with respect to its taxable year ending on the Closing Date; (j) The authorized capital of the Acquired Fund consists of an unlimited number of shares of beneficial interest, no par value. All issued and outstanding shares of beneficial interest of the Acquired Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and nonassessable by the Trust. All of the issued and outstanding shares of beneficial interest of the Acquired Fund will, at the time of Closing, be held by the persons and in the amounts set forth in the Shareholder List submitted to the Acquiring Fund pursuant to Paragraph 3.4 hereof. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of its shares of beneficial interest, nor is there outstanding any security convertible into any of its shares of beneficial interest; (k) At the Closing Date, the Acquired Fund will have good and marketable title to the assets to be transferred to the Acquiring Fund pursuant to Paragraph 1.1 hereof, and full right, power and authority to sell, assign, transfer and deliver such assets hereunder, and upon delivery and payment for such assets, the Acquiring Fund will acquire good and marketable title thereto subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the Securities Act of 1933, as amended (the "1933 Act"); 86 (l) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Trust on behalf of the Acquired Fund, and this Agreement constitutes a valid and binding obligation of the Trust and the Acquired Fund enforceable in accordance with its terms, subject to the approval of the Acquired Fund's shareholders; (m) The information to be furnished by the Acquired Fund to the Acquiring Fund for use in applications for orders, registration statements, proxy materials and other documents which may be necessary in connection with the transactions contemplated hereby shall be accurate and complete and shall comply in all material respects with federal securities and other laws and regulations thereunder applicable thereto; (n) The proxy statement of the Acquired Fund (the "Proxy Statement") to be included in the Registration Statement referred to in Paragraph 5.7 hereof (other than written information furnished by the Acquiring Fund for inclusion therein, as covered by the Acquiring Fund's warranty in Paragraph 4.2(m) hereof), on the effective date of the Registration Statement, on the date of the meeting of the Acquired Fund shareholders and on the Closing Date, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading; (o) No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement; (p) All of the issued and outstanding shares of beneficial interest of the Acquired Fund have been offered for sale and sold in conformity with all applicable federal and state securities laws; (q) The prospectus of the Acquired Fund, dated May 1, 2001 (the "Acquired Fund Prospectus"), previously furnished to the Acquiring Fund, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. 4.2 The Trust II on behalf of the Acquiring Fund represents, warrants and covenants to the Acquired Fund as follows: (a) The Trust II is a business trust duly organized, validly existing and in good standing under the laws of The Commonwealth of Massachusetts and has the power to own all of its properties and assets and to carry out the Agreement. Neither the Trust II nor the Acquiring Fund is required to qualify to do business in any jurisdiction in which it is not so qualified or where failure to qualify would subject it to any material liability or disability. The Trust II has all necessary federal, state and local authorizations to own all of its properties and assets and to carry on its business as now being conducted; (b) The Trust II is a registered investment company classified as a management company and its registration with the Commission as an investment company under the 1940 Act is in full force and effect. The Acquiring Fund is [either a diversified series or a non-diversified series] of the Trust II; (c) The prospectus (the "Acquiring Fund Prospectus") and statement of additional information of the Acquiring Fund, each dated May 1, 2001, and any amendments or supplements thereto on or prior to the Closing Date, and the Registration Statement on Form N-14 to be filed in connection with this Agreement (the "Registration Statement") (other than written information furnished by the Acquired Fund for inclusion therein, as covered by the Acquired Fund's warranty in Paragraph 4.1(m) hereof) will conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder, the Acquiring Fund Prospectus does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Registration Statement will not include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; 87 (d) At the Closing Date, the Trust II on behalf of the Acquiring Fund will have good and marketable title to the assets of the Acquiring Fund; (e) The Trust II and the Acquiring Fund are not, and the execution, delivery and performance of their obligations under this Agreement will not result, in violation of any provisions of the Trust II's Declaration, or By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Trust II or the Acquiring Fund is a party or by which the Trust II or the Acquiring Fund is bound; (f) Except as otherwise disclosed in writing and accepted by the Acquired Fund, no material litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened against the Trust II or the Acquiring Fund or any of the Acquiring Fund's properties or assets. The Trust II knows of no facts which might form the basis for the institution of such proceedings, and neither the Trust II nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects the Acquiring Fund's business or its ability to consummate the transactions herein contemplated; (g) The audited statement of assets and liabilities, including the schedule of investments, of the Acquiring Fund as of December 31, 2000 and the related statement of operations and the unaudited statements as of June 30, 2001 (copies of which have been furnished to the Acquired Fund) present fairly in all material respects the financial condition of the Acquiring Fund as of December 31, 2000 and June 30, 2001 and the results of its operations for the period then ended in accordance with generally accepted accounting principles consistently applied, and there were no known actual or contingent liabilities of the Acquiring Fund as of the respective dates thereof not disclosed therein; (h) Since June 30, 2001, there has not been any material adverse change in the Acquiring Fund's financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurring by the Trust II on behalf of the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as disclosed to and accepted by the Acquired Fund; (i) Each of the Acquiring Fund and its predecessors has qualified as a regulated investment company for each taxable year of its operation and the Acquiring Fund will qualify as such as of the Closing Date; (j) The authorized capital of the Trust II consists of an unlimited number of shares of beneficial interest, no par value per share. All issued and outstanding shares of beneficial interest of the Acquiring Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and nonassessable by the Trust II. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of its shares of beneficial interest, nor is there outstanding any security convertible into any of its shares of beneficial interest; (k) The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of the Trust II on behalf of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund enforceable in accordance with its terms; (l) The Acquiring Fund Shares to be issued and delivered to the Acquired Fund pursuant to the terms of this Agreement, when so issued and delivered, will be duly and validly issued shares of beneficial interest of the Acquiring Fund and will be fully paid and nonassessable by the Trust II; (m) The information to be furnished by the Acquiring Fund for use in applications for orders, registration statements, proxy materials and other documents which may be necessary in connection with the transactions contemplated hereby shall be accurate and complete and shall comply in all material respects with federal securities and other laws and regulations applicable thereto; and (n) No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by the Agreement, except for the registration of the Acquiring Fund Shares under the 1933 Act and the 1940 Act. 88 5. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND 5.1 Except as expressly contemplated herein to the contrary, the Trust on behalf of the Acquired Fund and the Trust II on behalf of Acquiring Fund, will operate their respective businesses in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include customary dividends and distributions and any other distributions necessary or desirable to avoid federal income or excise taxes. 5.2 The Trust will call a meeting of the Acquired Fund shareholders to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein. 5.3 The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired by the Acquired Fund for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement. 5.4 The Trust on behalf of the Acquired Fund will provide such information within its possession or reasonably obtainable as the Trust II on behalf of the Acquiring Fund requests concerning the beneficial ownership of the Acquired Fund's shares of beneficial interest. 5.5 Subject to the provisions of this Agreement, the Acquiring Fund and the Acquired Fund each shall take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement. 5.6 The Trust on behalf of the Acquired Fund shall furnish to the Trust II on behalf of the Acquiring Fund on the Closing Date the Statement of Assets and Liabilities of the Acquired Fund as of the Closing Date, which statement shall be prepared in accordance with generally accepted accounting principles consistently applied and shall be certified by the Acquired Fund's Treasurer or Assistant Treasurer. As promptly as practicable but in any case within 60 days after the Closing Date, the Acquired Fund shall furnish to the Acquiring Fund, in such form as is reasonably satisfactory to the Trust II, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes and of any capital loss carryovers and other items that will be carried over to the Acquiring Fund as a result of Section 381 of the Code, and which statement will be certified by the President of the Acquired Fund. 5.7 The Trust II on behalf of the Acquiring Fund will prepare and file with the Commission the Registration Statement in compliance with the 1933 Act and the 1940 Act in connection with the issuance of the Acquiring Fund Shares as contemplated herein. 5.8 The Trust on behalf of the Acquired Fund will prepare a Proxy Statement, to be included in the Registration Statement in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act and the rules and regulations thereunder (collectively, the "Acts") in connection with the special meeting of shareholders of the Acquired Fund to consider approval of this Agreement. 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST ON BEHALF OF THE ACQUIRED FUND The obligations of the Trust on behalf of the Acquired Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Trust II on behalf of the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Trust II on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; and 6.2 The Trust II on behalf of the Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in its name by the Trust II's President or Vice President and its Treasurer or Assistant Treasurer, in form and 89 substance satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Trust II on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Trust on behalf of the Acquired Fund shall reasonably request. 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST II ON BEHALF OF THE ACQUIRING FUND The obligations of the Trust II on behalf of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7.1 All representations and warranties of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Trust on behalf of the Acquired Fund shall have delivered to the Trust II on behalf of the Acquiring Fund the Statement of Assets and Liabilities of the Acquired Fund, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Trust; 7.3 The Trust on behalf of the Acquired Fund shall have delivered to the Trust II on behalf of the Acquiring Fund on the Closing Date a certificate executed in the name of the Acquired Fund by a President or Vice President and a Treasurer or Assistant Treasurer of the Trust, in form and substance satisfactory to the Trust II on behalf of the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Fund in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Trust II on behalf of the Acquiring Fund shall reasonably request; and 7.4 At or prior to the Closing Date, the Acquired Fund's investment adviser, or an affiliate thereof, shall have made all payments, or applied all credits, to the Acquired Fund required by any applicable contractual expense limitation. 8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST AND THE TRUST II The obligations hereunder of the Trust II on behalf of the Acquiring Fund and the Trust on behalf of the Acquired Fund are each subject to the further conditions that on or before the Closing Date: 8.1 The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of beneficial interest of the Acquired Fund in accordance with the provisions of the Trust's Declaration and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Trust II on behalf of the Acquiring Fund; 8.2 On the Closing Date no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain changes or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and their "no-action" positions) deemed necessary by the Trust or the Trust II to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may waive any such conditions for itself; 90 8.4 The Registration Statement shall have become effective under the 1933 Act and the 1940 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or the 1940 Act; 8.5 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carry forward, for its taxable year ending on the Closing Date; and 8.6 The parties shall have received an opinion of Hale and Dorr LLP, satisfactory to the Trust on behalf of the Acquired Fund and the Trust II on behalf of the Acquiring Fund, substantially to the effect that for federal income tax purposes: (a) The acquisition by the Acquiring Fund of all of the assets of the Acquired Fund solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of all of the Acquired Fund Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the shareholders of the Acquired Fund in exchange for their shares of beneficial interest of the Acquired Fund and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Acquiring Fund will each be "a party to a reorganization" within the meaning of Section 368(b) of the Code; (b) No gain or loss will be recognized by the Acquired Fund upon (i) the transfer of all of its assets to the Acquiring Fund solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of all of the Acquired Fund Liabilities by the Acquiring Fund; and (ii) the distribution by the Acquired Fund of such Acquiring Fund Shares to the shareholders of the Acquired Fund; (c) No gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Acquired Fund solely in exchange for the issuance of the Acquiring Fund Shares to the Acquired Fund and the assumption of all of the Acquired Fund Liabilities by the Acquiring Fund; (d) The basis of the assets of the Acquired Fund acquired by the Acquiring Fund will be, in each instance, the same as the basis of those assets in the hands of the Acquired Fund immediately prior to the transfer; (e) The tax holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will, in each instance, include the Acquired Fund's tax holding period for those assets; (f) The shareholders of the Acquired Fund will not recognize gain or loss upon the exchange of all of their shares of beneficial interest of the Acquired Fund solely for Acquiring Fund Shares as part of the transaction; (g) The basis of the Acquiring Fund Shares received by the Acquired Fund shareholders in the transaction will be the same as the basis of the shares of beneficial interest of the Acquired Fund surrendered in exchange therefor; and (h) The tax holding period of the Acquiring Fund Shares received by the Acquired Fund shareholders will include, for each shareholder, the tax holding period for the shares of the Acquired Fund surrendered in exchange therefor, provided that the Acquired Fund shares were held as capital assets on the date of the exchange. The Trust II and the Trust agree to make and provide representations with respect to the Acquiring Fund and the Acquired Fund, respectively, which are reasonably necessary to enable Hale and Dorr LLP to deliver an opinion substantially as set forth in this Paragraph 8.6. Notwithstanding anything herein to the contrary, neither the Trust nor the Trust II may waive the conditions set forth in this Paragraph 8.6. 91 9. BROKERAGE FEES AND EXPENSES 9.1 The Trust II on behalf of the Acquiring Fund, and the Trust on behalf of the Acquired Fund each represent and warrant to the other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. 9.2 The Acquiring Fund and the Acquired Fund shall each be liable solely for its own expenses incurred in connection with entering into and carrying out the provisions of this Agreement whether or not the transactions contemplated hereby are consummated. 10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES 10.1 The Trust II on behalf of the Acquiring Fund, and the Trust on behalf of the Acquired Fund agree that neither party has made any representation, warranty or covenant not set forth herein or referred to in Paragraph 4 hereof and that this Agreement constitutes the entire agreement between the parties. 10.2 The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder. 11. TERMINATION 11.1 This Agreement may be terminated by the mutual agreement of the Trust II, on behalf of the Acquiring Fund, and the Trust on behalf of the Acquired Fund. In addition, either party may at its option terminate this Agreement at or prior to the Closing Date: (a) because of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed at or prior to the Closing Date; (b) because of a condition herein expressed to be precedent to the obligations of the terminating party which has not been met and which reasonably appears will not or cannot be met; (c) by resolution of the Trust II's Board of Trustees if circumstances should develop that, in the good faith opinion of such Board, make proceeding with the Agreement not in the best interests of the Acquiring Fund's shareholders; or (d) by resolution of the Trust's Board of Trustees if circumstances should develop that, in the good faith opinion of such Board, make proceeding with the Agreement not in the best interests of the Acquired Fund's shareholders. 11.2 In the event of any such termination, there shall be no liability for damages on the part of the Trust II, the Acquiring Fund, the Trust, or the Acquired Fund, or the Trustees or officers of the Trust II or the Trust, but each party shall bear the expenses incurred by it incidental to the preparation and carrying out of this Agreement. 12. AMENDMENTS This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon by the authorized officers of the Trust and the Trust II. However, following the meeting of shareholders of the Acquired Fund held pursuant to Paragraph 5.2 of this Agreement, no such amendment may have the effect of changing the provisions regarding the method for determining the number of Acquiring Fund Shares to be received by the Acquired Fund shareholders under this Agreement to the detriment of such shareholders without their further approval; provided that nothing contained in this Article 12 shall be construed to prohibit the parties from amending this Agreement to change the Closing Date. 92 13. NOTICES Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the Acquiring Fund at John Hancock Place, P.O. Box 111, Boston, Massachusetts 02117, Attention: Arnold Bergman, Esq. or to the Acquired Fund at 101 Huntington Avenue, Boston, Massachusetts 02199, Attention: Avery P. Maher, Esq., and, in either case, with copies to Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, Attention: Pamela J. Wilson, Esq. 14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT 14.1 The article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts. 14.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the prior written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 14.5 All persons dealing with the Trust or the Trust II must look solely to the property of the Trust or the Trust II, respectively, for the enforcement of any claims against the Trust or the Trust II as the Trustees, officers, agents and shareholders of the Trust or the Trust II assume no personal liability for obligations entered into on behalf of the Trust or the Trust II, respectively. None of the other series of the Trust or the Trust II shall be responsible for any obligations assumed by on or behalf of the Acquired Fund or the Acquiring Fund, respectively, under this Agreement. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first set forth above by its President or Vice President and has caused its corporate seal to be affixed hereto. ----------------------------- OF JOHN HANCOCK VARIABLE SERIES TRUST I By: ----------------------------------------- JOHN HANCOCK DECLARATION TRUST on behalf of -------------------------------- By: ------------------------------------------ Maureen R. Ford President and Chief Executive Officer 93 Appendix A Basic information about the funds Proposal 1 V.A. Core Equity Fund GOAL AND STRATEGY [Clip Art] The fund seeks above-average total return (capital appreciation plus income). To pursue this goal, the fund normally invests at least 65% of assets in a diversified portfolio of equities which are primarily large-capitalization stocks. The portfolio's risk profile is similar to that of the Standard & Poor's 500 Index. The managers select from a menu of stocks of approximately 550 companies that evolves over time. Approximately 70% to 80% of these companies also are included in the Standard & Poor's 500 Index. The subadviser's investment research team is organized by industry and tracks these companies to develop earnings estimates and five-year projections for growth. A series of proprietary computer models use this in-house research to rank the stocks according to their combination of: o value, meaning they appear to be underpriced o improving fundamentals, meaning they show potential for strong growth This process, together with a risk/ return analysis against the Standard & Poor's 500 Index, results in a portfolio of approximately 100 to 130 of the stocks from the top 60% of the menu. The fund generally sells stocks that fall into the bottom 20% of the menu. In normal market conditions, the fund is almost entirely invested in stocks. The fund may invest in dollar-denominated foreign securities and make limited use of certain derivatives (investments whose value is based on indexes or securities). In abnormal market conditions, the fund may temporarily invest more than 35% of assets in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ SUBADVISER Independence Investment LLC - --------------------------- Team responsible for day-to-day investment management A subsidiary of John Hancock Financial Services, Inc. Founded in 1982 Supervised by the adviser PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 30.68% 28.42% 13.89% -7.11% 2001 total return as of June 30: 6.45% Best quarter: Q4 '98, 23.16% Worst quarter: Q3 '98, -13.01% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 year -7.11% -9.10% Life of fund - began 8/29/96 17.11% 19.18% Index: Standard & Poor's 500 Index, an unmanaged index of 500 stocks. A-2 MAIN RISKS [Clip Art] The value of your investment will fluctuate in response to stock market movements. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform funds that focus on smallor medium-capitalization stocks. The fund's management strategy has a significant influence on fund performance. If the investment research team's earnings estimates or projections turn out to be inaccurate, or if the proprietary computer models do not perform as expected, the fund could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Foreign investments carry additional risks, including potentially inadequate or inaccurate financial information and social or political instability. ================================================================================ FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquired Fund's financial performance since its inception on August 29, 1996. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). - ------------------------------------------------------------------------------------------------------------------------------------ Period ended: 12/96(1) 12/97 12/98 12/99 12/00 6/01(9) - ------------------------------------------------------------------------------------------------------------------------------------ Per share operating performance Net asset value, beginning of period $10.00 $11.11 $14.11 $17.74 $19.70 $17.52 Net investment income (2) 0.06 0.16 0.10 0.09 0.08 0.04 Net realized and unrealized gain (loss) on investments 1.12 3.23 3.90 2.36 (1.48) (0.86) Total from investment operations 1.18 3.39 4.00 2.45 (1.40) (0.82) Less distributions: From net investment income (0.06) (0.14) (0.10) (0.09) (0.09) (0.04) In excess of net investment income -- -- -- --(3) -- -- From net realized gain on investments sold (0.01) (0.25) (0.27) (0.40) (0.31) -- In excess of net realized gain on investments sold -- -- -- -- (0.38) -- Total distributions (0.07) (0.39) (0.37) (0.49) (0.78) (0.04) Net asset value, end of period $11.11 $14.11 $17.74 $19.70 $17.52 $16.66 Total investment return (4) (%) 11.78(5,6) 30.68(6) 28.42 13.89 (7.11) (4.68%)(5) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 1,149 8,719 26,691 44,991 40,673 41,136 Ratio of expenses to average net assets (%) 0.95(7) 0.95 0.95 0.83 0.85 0.87(7) Ratio of adjusted expenses to average net assets(8) (%) 4.23(7) 1.59 -- -- -- -- Ratio of net investment income to average net assets (%) 1.60(7) 1.24 0.65 0.47 0.45 0.49(7) Portfolio turnover rate (%) 24 53 55 77 97 43 (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total returns would have been lower had certain expenses not been reduced during the periods shown. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. (9) Semiannual period from January 1, 2001 through June 30, 2001. Unaudited. A-3 Growth & Income Fund GOAL AND STRATEGY This is a non-diversified large and mid-cap stock fund that seeks income and long-term capital appreciation. The Fund invests primarily in a diversified mix of common stocks of large and mid-sized U.S. companies. The Fund employs two subadvisers, each of which employs its own investment approach and independently manages its portion of the Fund. On or about Novem- ber 1, 2000, the assets of the Fund were allocated between the two subadvisers with Putnam receiving $1 billion (approximately 26% of the Fund's assets as of October 31, 2000) and Independence the remainder. All subsequent investments in the Fund will be allocated equally between the two subadvisers, while redemp- tions will be allocated on an asset-weighted basis. These allocation methodolo- gies may change in the future. Independence Investment LLC ("Independence") selects stocks using a combination of proprietary equity research and quantitative tools. Stocks are purchased that are undervalued relative to the stock's history and have improving earn- ings growth prospects. Independence seeks to maintain risk and sector characteristics similar to the market benchmark for its portion of the Fund. Independence normally invests in 80 to 160 stocks, with at least 65% (usually higher) of its assets in large cap companies. Putnam Investment Management, LLC ("Putnam") selects stocks using a combination of: . a systematic screening approach to rank stocks based on: fundamental cata- lyst (such as earnings surprise and momentum); valuation (such as price-to- sales ratio); and financial strength (such as superior cash flow); and . proprietary fundamental equity research to identify companies with strong and innovative management teams, opportunities for above average growth within their industry and strong competitive positioning relative to peers and suppliers. Putnam seeks broad diversification by security and sector and uses risk manage- ment tools and qualitative judgement to determine sector and stock-specific weightings. Putnam normally invests in 65 to 110 stocks, with at least 65% (usually higher) of its assets in large and mid cap companies. The Fund is "non-diversified", which means that it can take larger positions in individual issuers. Each portion of the Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. Each portion of the Fund may invest in initial public offerings (IPOs). Each portion of the Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). As an example of how deriva- tives may be used, Putnam may invest in stock index futures to manage cash flow. In abnormal market conditions, each portion of the Fund may take temporary defensive measures--such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those measures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Independence Investment LLC 53 State Street Boston, Massachusetts 02109 Owned by John Hancock Managing since 1982 Managing Fund and its predecessor since March, 1986 Managed approximately $25 billion in assets at end of 2000 FUND MANAGERS Management by investment team overseen by: Paul F. McManus - ----------------- Senior Vice President of subadviser Joined team in 1996 Joined subadviser in 1982 SUBADVISER Putnam Investment Management, LLC One Post Office Square Boston, Massachusetts 02109 Managing since 1937 Managing Fund since November, 2000 Managed approximately $370 Billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: C. Beth Cotner, CFA - ------------------- Managing Director and Chief Investment Officer of subadviser Joined subadviser in 1995 Began career in 1976 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may also help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years [GRAPH] 1991 26.00% 1992 8.90% 1993 13.33% 1994 -0.56% 1995 34.21% 1996 20.10% 1997 29.79% 1998 30.25% 1999 16.23% 2000 -13.10% Best quarter: up 24.07%, fourth quarter 1998 Worst quarter: down 12.05%, third quarter 1998 Average annual total return -- for periods ending 12/31/2000* Fund Index 1 year -13.10% -9.11% 5 years 15.44% 18.35% 10 years 15.58% 17.46% Life of fund 14.17% 15.26% Index:S & P 500 Index *Began operations on March 29, 1986. A-4 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "large/mid cap" approach carries the risk that in certain markets large/mid cap stocks will underperform small cap stocks. Non-Diversified Fund Risk: The Fund's larger position in individual issuers could produce more volatile performance relative to more diversified funds. The less diversified a fund's holdings are, the more likely it is that a spe- cific security's poor performance will hurt the fund significantly. Small/Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized compa- nies may be subject to more erratic price movements than investment in large established companies. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Initial Public Offering Risk: The fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquiring Fund's financial performance fo rthe time periods indicated. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). Period ended: 12/96 12/97 12/98 12/99 12/00 6/01 (Unuadited) Net asset value, beginning of period $ 13.94 $ 14.65 $ 16.61 $ 19.49 $ 20.01 $ 14.18 Income from investment operations: Net investment income (loss) 0.34 0.27 0.23 0.20 0.17 0.02 Net realized and unrealized gain (loss) on investments* 2.43 4.07 4.75 2.88 (2.77) (1.31) Total from investment operations 2.77 4.34 4.98 3.08 (2.60) (1.29) Less distributions: Distributions from net investment income and capital paid in (0.34) (0.27) (0.23) (0.20) (0.40) (0.02) Distributions from net realized gain on investments sold (1.72) (2.11) (1.87) (2.36) (2.69) -- Distributions in excess of income/gain and from capital paid in -- -- -- -- (0.14) -- Total distributions (2.06) (2.38) (2.10) (2.56) (3.23) (0.02) Net asset value, end of period $ 14.65 $ 16.61 $ 19.49 $ 20.01 $ 14.18 12.87 Total investment return 20.10% 29.79% 30.25% 16.23% (13.10)% (9.13)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $2,047,927 $2,785,964 $3,670,785 $4,218,841 $3,324,988 $2,799,990 Ratio of expenses to average net assets (%) 0.27% 0.28% 0.27% 0.28% 0.40% 0.77% Ratio of net investment income (loss) to average net assets (%) 2.24% 1.61% 1.24% 0.98% 0.84% 0.35% Turnover rate (%) 81.02% 74.56% 48.45% 70.16% 112.94% 43.75% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** The performance of the portfolios shown on this page does not reflect and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product's prospectus. A-5 Proposal 2 V.A. Large Cap Growth Fund GOAL AND STRATEGY [Clip Art] The fund seeks long-term capital appreciation. To pursue this goal, the fund normally invests at least 65% of assets in stocks of large-capitalization companies (companies in the capitalization range of the Russell Top 200 Growth Index, which was $0.88 billion to $415.8 billion as of March 31, 2001). In choosing individual stocks, the managers use fundamental financial analysis to identify companies with: o strong cash flows o secure market franchises o sales growth that outpaces their industries The fund generally invests in a diversified portfolio of U.S. companies. The fund has tended to emphasize, or overweight, certain sectors such as health care, technology or consumer goods. These weightings may change in the future. The management team uses various means to assess the depth and stability of companies' senior management, including interviews and company visits. The fund favors companies for which the managers project an above-average growth rate. The fund may invest in preferred stocks and other types of equities, and may invest up to 15% of assets in foreign securities. The fund may also make limited use of certain derivatives (investments whose value is based on indexes, securities or currencies). In abnormal market conditions, the fund may temporarily invest extensively in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ PORTFOLIO MANAGERS William L. Braman - ----------------------------------- Executive vice president and chief investment officer of adviser Joined fund team in 2000 Joined adviser in 2000 Chief investment officer at Baring Asset Management (London 1998-2000) Head of U.S. equity team at Baring Asset Management (Boston 1989-1998) Began business career in 1977 Robert J. Uek, CFA - ----------------------------------- Vice president of adviser Joined fund team in 2000 Joined adviser in 1997 Corporate finance manager at Ernst & Young (1994-1997) Began business career in 1990 Paul J. Berlinguet - ----------------------------------- Vice president of adviser Joined fund team in 2001 Joined adviser in 2001 U.S. equity investment manager at Baring America Asset Management (1989-2001) Began business career in 1986 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with broad-based market indexes for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 14.27% 24.60% 20.71% -31.30% 2001 total return as of June 30: 9.70% Best quarter: Q3 '97, 22.53% Worst quarter: Q1 '97, -15.55% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 Index 2 1 year -31.30% -9.10% -24.53% Life of fund - began 8/29/96 2.41% 19.18% 19.57% Index 1: Standard & Poor's 500 Index, an unmanaged index of 500 stocks. Index 2: Russell Top 200 Growth Index, an unmanaged index containing growth-oriented stocks from the Russell Top 200 Index. In the future, the adviser will compare the fund's performance only to the Russell Top 200 Growth Index since it more closely represents the fund's investment strategy. A-6 MAIN RISKS [Clip Art] The value of your investment will fluctuate in response to stock market movements. The fund's management strategy has a significant influence on fund performance. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on smallor medium- capitalization stocks. Similarly, growth stocks could underperform value stocks. To the extent the fund invests in a given industry, its performance will be hurt if that industry performs poorly. In addition, if the managers' security selection strategies do not perform as expected, the fund could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, these risks could increase volatility or reduce performance: o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. ================================================================================ FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquired Fund's financial performance since its inception on May 1, 1998. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). - ------------------------------------------------------------------------------------------------------------------------------------ Period ended: 12/96(1) 12/97 12/98 12/99 12/00 6/01(9) - ------------------------------------------------------------------------------------------------------------------------------------ Per share operating performance Net asset value, beginning of period $10.00 $9.39 $10.73 $13.37 $15.77 $10.27 Net investment loss(2) (0.01) (0.04) --(3) (0.04) (0.08) (0.02) Net realized and unrealized gain (loss) on investments (0.60) 1.38 2.64 2.80 (4.85) (2.56) Total from investment operations (0.61) 1.34 2.64 2.76 (4.93) (2.58) Less distributions: Distributions from net realized gain on investments sold -- -- -- (0.36) (0.57) -- Net asset value, end of period $9.39 $10.73 $13.37 $15.77 $10.27 $7.69 Total investment return(4) (%) (6.10)(5,6) 14.27(6) 24.60(6) 20.71(6) (31.30) (25.12)(5,6) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 994 3,733 10,372 21,872 12,304 6,280 Ratio of expenses to average net assets (%) 1.00(7) 1.00 1.00 1.00 0.96 1.00(7) Ratio of adjusted expenses to average net assets(8) (%) 4.76(7) 2.37 1.33 1.02 -- 1.26(7) Ratio of net investment loss to average net assets (%) (0.23)(7) (0.39) (0.00) (0.25) (0.59) (0.53)(7) Portfolio turnover rate (%) 68 136 176 172 170 38 (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total returns would have been lower had certain expenses not been reduced during the periods shown. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. (9) Semiannual period from January 1, 2001 through June 30, 2001. Unaudited. A-7 Growth & Income Fund GOAL AND STRATEGY This is a non-diversified large and mid-cap stock fund that seeks income and long-term capital appreciation. The Fund invests primarily in a diversified mix of common stocks of large and mid-sized U.S. companies. The Fund employs two subadvisers, each of which employs its own investment approach and independently manages its portion of the Fund. On or about Novem- ber 1, 2000, the assets of the Fund were allocated between the two subadvisers with Putnam receiving $1 billion (approximately 26% of the Fund's assets as of October 31, 2000) and Independence the remainder. All subsequent investments in the Fund will be allocated equally between the two subadvisers, while redemp- tions will be allocated on an asset-weighted basis. These allocation methodolo- gies may change in the future. Independence Investment LLC ("Independence") selects stocks using a combination of proprietary equity research and quantitative tools. Stocks are purchased that are undervalued relative to the stock's history and have improving earn- ings growth prospects. Independence seeks to maintain risk and sector characteristics similar to the market benchmark for its portion of the Fund. Independence normally invests in 80 to 160 stocks, with at least 65% (usually higher) of its assets in large cap companies. Putnam Investment Management, LLC ("Putnam") selects stocks using a combination of: . a systematic screening approach to rank stocks based on: fundamental cata- lyst (such as earnings surprise and momentum); valuation (such as price-to- sales ratio); and financial strength (such as superior cash flow); and . proprietary fundamental equity research to identify companies with strong and innovative management teams, opportunities for above average growth within their industry and strong competitive positioning relative to peers and suppliers. Putnam seeks broad diversification by security and sector and uses risk manage- ment tools and qualitative judgement to determine sector and stock-specific weightings. Putnam normally invests in 65 to 110 stocks, with at least 65% (usually higher) of its assets in large and mid cap companies. The Fund is "non-diversified", which means that it can take larger positions in individual issuers. Each portion of the Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. Each portion of the Fund may invest in initial public offerings (IPOs). Each portion of the Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). As an example of how deriva- tives may be used, Putnam may invest in stock index futures to manage cash flow. In abnormal market conditions, each portion of the Fund may take temporary defensive measures--such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those measures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Independence Investment LLC 53 State Street Boston, Massachusetts 02109 Owned by John Hancock Managing since 1982 Managing Fund and its predecessor since March, 1986 Managed approximately $25 billion in assets at end of 2000 FUND MANAGERS Management by investment team overseen by: Paul F. McManus - ----------------- Senior Vice President of subadviser Joined team in 1996 Joined subadviser in 1982 SUBADVISER Putnam Investment Management, LLC One Post Office Square Boston, Massachusetts 02109 Managing since 1937 Managing Fund since November, 2000 Managed approximately $370 Billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: C. Beth Cotner, CFA - ------------------- Managing Director and Chief Investment Officer of subadviser Joined subadviser in 1995 Began career in 1976 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may also help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years [GRAPH] 1991 26.00% 1992 8.90% 1993 13.33% 1994 -0.56% 1995 34.21% 1996 20.10% 1997 29.79% 1998 30.25% 1999 16.23% 2000 -13.10% Best quarter: up 24.07%, fourth quarter 1998 Worst quarter: down 12.05%, third quarter 1998 Average annual total return -- for periods ending 12/31/2000* Fund Index 1 year -13.10% -9.11% 5 years 15.44% 18.35% 10 years 15.58% 17.46% Life of fund 14.17% 15.26% Index:S & P 500 Index *Began operations on March 29, 1986. A-8 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "large/mid cap" approach carries the risk that in certain markets large/mid cap stocks will underperform small cap stocks. Non-Diversified Fund Risk: The Fund's larger position in individual issuers could produce more volatile performance relative to more diversified funds. The less diversified a fund's holdings are, the more likely it is that a spe- cific security's poor performance will hurt the fund significantly. Small/Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized compa- nies may be subject to more erratic price movements than investment in large established companies. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Initial Public Offering Risk: The fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquiring Fund's financial performance fo rthe time periods indicated. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). Period ended: 12/96 12/97 12/98 12/99 12/00 6/01 (Unuadited) Net asset value, beginning of period $ 13.94 $ 14.65 $ 16.61 $ 19.49 $ 20.01 $ 14.18 Income from investment operations: Net investment income (loss) 0.34 0.27 0.23 0.20 0.17 0.02 Net realized and unrealized gain (loss) on investments* 2.43 4.07 4.75 2.88 (2.77) (1.31) Total from investment operations 2.77 4.34 4.98 3.08 (2.60) (1.29) Less distributions: Distributions from net investment income and capital paid in (0.34) (0.27) (0.23) (0.20) (0.40) (0.02) Distributions from net realized gain on investments sold (1.72) (2.11) (1.87) (2.36) (2.69) -- Distributions in excess of income, capital paid in & gains -- -- -- -- (0.14) -- Total distributions (2.06) (2.38) (2.10) (2.56) (3.23) (0.02) Net asset value, end of period $ 14.65 $ 16.61 $ 19.49 $ 20.01 $ 14.18 12.87 Total investment return 20.10% 29.79% 30.25% 16.23% (13.10)% (9.13)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $2,047,927 $2,785,964 $3,670,785 $4,218,841 $3,324,988 $2,799,990 Ratio of expenses to average net assets (%) 0.27% 0.28% 0.27% 0.28% 0.40% 0.77% Ratio of net investment income (loss) to average net assets (%) 2.24% 1.61% 1.24% 0.98% 0.84% 0.35% Turnover rate (%) 81.02% 74.56% 48.45% 70.16% 112.94% 43.75% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** The performance of the portfolios shown on this page does not reflect and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product's prospectus. A-9 V.A. 500 Index Fund GOAL AND STRATEGY [Clip Art] The fund seeks to provide investment results that correspond to the total return performance of the Standard & Poor's 500 Stock Price Index. To pursue this goal, the fund normally invests at least 80% of assets in common stocks of S&P 500(R) companies, in approximately the same proportions as they are represented in the index. This fund is passively managed, meaning that the manager does not use any broad economic or fundamental financial analysis to select investments. The manager monitors the portfolio daily and rebalances periodically to maintain the proportions of the index. The fund also invests in futures contracts, exchange traded funds and options based on S&P 500 stocks. Under normal circumstances, the fund is fully invested -- directly or through futures and options contracts -- in all 500 stocks represented in the index. It may, however, invest in fewer stocks or in stocks of non-S&P 500 companies. The fund normally maintains less than 1% of assets in cash or cash equivalents. ================================================================================ PORTFOLIO MANAGER James D. Schantz, CFA - -------------------------------------- Vice president of adviser Joined fund team in 2000 Joined adviser in 1998 Executive vice president and director of quantitative research at Hagler, Mastrovita & Hewitt (1994-1998) Began business career in 1970 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 29.51% 28.44% 20.81% -9.28% 2001 total return as of June 30: 5.75% Best quarter: Q4 '98, 21.39% Worst quarter: Q3 '98, -10.01% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 year -9.28% -9.10% Life of fund - began 8/29/96 17.75% 19.18% Index: Standard & Poor's 500 Index, an unmanaged index of 500 stocks. A-10 MAIN RISKS [Clip Art] The value of your investment will fluctuate with the index. The fund does not attempt to temper volatility or avoid losses associated with a decline in the index. The large-capitalization stocks that make up the index could fall out of favor with the market, causing the fund to underperform funds that focus on smallor medium-capitalization stocks. Certain investment practices may cause the fund to track the index less closely: o Transaction expenses can reduce fund performance. o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. o The performance of S&P futures, exchange traded funds or options could correlate less strongly with the index than investments in the underlying securities. o The relative proportions of stocks in the fund's portfolio could drift over time, which could increase tracking error. Other factors may affect performance, such as the liquidity of S&P 500 stocks and the timing of the fund's cash flows. You could lose money by investing in the fund. Note: "Standard & Poor's(R)" and "S&P 500(R)" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by the adviser. Standard & Poor's does not sell or promote the fund or advise whether you should invest in the fund. A description of this license is provided in the statement of additional information. ================================================================================ FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquired Fund's financial performance since its inception on May 1, 1998. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). - ------------------------------------------------------------------------------------------------------------------------------------ Period ended: 12/96(1) 12/97 12/98 12/99 12/00 6/01(8) - ------------------------------------------------------------------------------------------------------------------------------------ Per share operating performance Net asset value, beginning of period $10.00 $10.44 $12.62 $15.23 $18.09 $16.21 Net investment income (2) 0.17 0.30 0.20 0.17 0.14 0.07 Net realized and unrealized gain (loss) on investments 0.98 2.72 3.37 2.98 (1.81) (1.19) Total from investment operations 1.15 3.02 3.57 3.15 (1.67) (1.12) Less distributions: Dividends from net investment income (0.16) (0.30) (0.20) (0.17) (0.15) (0.08) Distributions from net realized gain on investments sold (0.55) (0.54) (0.76) (0.11) (0.06) -- Distributions in excess of net realized gain on investments sold -- -- -- (0.01) -- -- Total distributions (0.71) (0.84) (0.96) (0.29) (0.21) (0.08) Net asset value, end of period $10.44 $12.62 $15.23 $18.09 $16.21 $15.01 Total investment return(3,4) (%) 11.49(5) 29.51 28.44 20.81 (9.28) (6.88)(5) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 4,049 20,008 26,457 37,953 25,094 18,419 Ratio of expenses to average net assets (%) 0.60(6) 0.36 0.35 0.35 0.35 0.35(6) Ratio of adjusted expenses to average net assets(7) (%) 1.31(6) 0.83 0.92 0.75 0.93 1.22(6) Ratio of net investment income to average net assets (%) 4.57(6) 2.45 1.44 1.06 0.86 0.98(6) Portfolio turnover rate (%) 0 9 47 5 7 3 (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) The total returns would have been lower had certain expenses not been reduced during the periods shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. (8) Semiannual period from January 1, 2001 through June 30, 2001. Unaudited. A-11 Equity Index Fund GOAL AND STRATEGY This is a stock fund that seeks to track the performance of the S&P 500 Index, which emphasizes the stocks of large U.S. companies. The manager employs a passive management strategy by normally investing in all stocks included in the Index. The manager normally invests in each stock in roughly the same proportion as represented in the Index. The manager seeks to replicate as closely as possible the aggregate risk char- acteristics and sector diversification of the Index. The Fund normally invests in all 500 stocks in the Index, but has no predeter- mined number of stocks that it must hold. S&P may change the composition of the Index from time to time. The manager will reflect those changes as soon as practical. The Fund is normally fully invested. The manager may invest in stock index futures to maintain market exposure and manage cash flow. The Fund may purchase other types of securities that are not primary investment vehicles, for example: Standard & Poor's Depositary Receipts (SPDRs), U.S. dol- lar denominated foreign securities, cash equivalents, and certain derivatives (investments whose value is based on indices or other securities). As an exam- ple of how derivatives may be used, the Fund may invest in stock index futures to manage cash flow. Note: "S&P 500 Index" means the Standard & Poor's 500 Composite Stock Price Index. "Standard & Poor's", "S&P" and "S&P 500" are trademarks of McGraw Hill, Inc. and have been licensed for use by the Trust. - -------------------------------------------------------------------------------- SUBADVISER SSgA Funds Management, Inc. (formerly State Street Global Advisors, a division of State Street Bank and Trust Company) Two International Place Boston, Massachusetts 02110 Managing, with predecessor, since 1978 Managing Fund since May, 1997 Predecessor managed approximately $725 billion in assets at the end of 2000 FUND MANAGERS John A. Tucker - ----------------- Principal of subadviser Joined subadviser in 1988 James B. May - ----------------- Principal of subadviser Joined subadviser in 1989 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may also help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years [GRAPH] 1997 32.79% 1998 28.45% 1999 21.08% 2000 -9.15% Best quarter: up 21.27%, fourth quarter 1998 Worst quarter: down 9.99%, third quarter 1998 Average annual total return -- for periods ending 12/31/2000* Fund Index 1 year -9.15% -9.11% Life of fund 17.74% 18.06% Index:S&P 500 Index *Began operations on May 1, 1996. A-12 MAIN RISKS Primary Index Management Risk: Certain factors such as the following may cause the Fund to track the Index less closely: . The securities selected by the manager may not be fully representative of the Index. . Transaction expenses of the Fund may result in the Fund's performance being different than that of the Index. . The size and timing of the Fund's cash flows may result in the Fund's per- formance being different than that of the Index. Also, index funds like this one will have more difficulty in taking defensive positions in abnormal market conditions. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "large cap" approach carries the risk that in certain markets large cap stocks will underperform mid cap and small cap stocks. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquiring Fund's financial performance since its inception on May 1, 1996. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). Period ended: 12/96** 12/97 12/98 12/99 12/00 6/01 (Unaudited) Net asset value, beginning of period $ 10.00 $ 11.10 $ 14.21 $ 17.70 $ 20.46 $ 17.64 Income from investment operations: Net investment income (loss) 0.15 0.24 0.25 0.27 0.22 0.09 Net realized and unrealized gain (loss) on investments* 1.26 3.41 3.76 3.41 (2.09) (1.27) Total from investment operations 1.41 3.65 4.01 3.68 (1.87) (1.18) Less distributions: Distributions from net investment income and capital paid in (0.21) (0.29) (0.24) (0.26) (0.23) (0.10) Distributions from net realized gain on investments sold (0.10) (0.25) (0.28) (0.66) (0.72) -- Distributions in excess of income/gain and from capital paid in -- -- -- -- -- -- Total distributions (0.31) (0.54) (0.52) (0.92) (0.95) (0.10) Net asset value, end of period $ 11.10 $ 14.21 $ 17.70 $ 20.46 $ 17.64 $ 16.36 Total investment return***+ 14.23%(a) 32.79% 28.45% 21.08% (9.15)% (6.74)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $14,650 $101,390 $232,578 $451,296 $525,659 $ 539,147 Ratio of expenses to average net assets (%)**** 0.00%(b) 0.00% 0.00% 0.00% 0.19% 0.19% Ratio of net investment income (loss) to average net assets (%) 2.47%(b) 1.97% 1.59% 1.42% 1.12% 1.15% Turnover rate (%) 15.72%(a) 64.56% 43.31% 55.24% 34.11% 11.28% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of purchases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on May 1, 1996. *** Includes the effect of a voluntary capital contribution from John Han- cock of $0.06 per share for the period ended 1996 and $0.04 per share for year ended 1997. The Total Investment Return without the capital contribution would have been 13.59% for the year ended 1996 and 32.47% for the year ended 1997. **** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.61%, 0.65%, 0.34% and 0.22% for the years ended December 31, 1996, 1997, 1998 and 1999, respectively. + The performance of the portfolios shown on this page does not reflect expenses and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product's prospectus. (a) Not annualized (b) Annualized A-13 Proposal 4 V.A. International Fund GOAL AND STRATEGY [Clip Art] The fund seeks long-term growth of capital. To pursue this goal, the fund normally invests at least 80% of assets in stocks of foreign companies. The fund may invest up to 30% of assets in emerging markets as classified by Morgan Stanley Capital International (MSCI). The fund does not maintain a fixed allocation of assets, either with respect to securities type or geography. In managing the portfolio, the managers focus on a "bottom-up" analysis on the financial conditions and competitiveness of individual foreign companies. In analyzing specific companies for possible investment, the managers ordinarily look for several of the following characteristics that will enable the companies to compete successfully in their respective markets: o above-average per share earnings growth o high return on invested capital o a healthy balance sheet o sound financial and accounting policies and overall financial strength o strong competitive advantages o effective research, product development and marketing. The managers consider whether to sell a particular security when any of those factors materially changes. The managers allocate the fund's assets among securities of countries that are expected to provide the best opportunities for meeting the fund's investment objective. To manage risk, the fund does not invest more than 5% of assets in any one security. The fund may use certain derivatives (investments whose value is based on indexes, securities or currencies). In abnormal conditions, the fund may temporarily invest more than 20% of assets in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. ================================================================================ SUBADVISER Nicholas-Applegate Capital Management - ---------------------------------- U.S.-based team responsible for day-to-day investment manage- ment since December 2000 Founded in 1984 Supervised by the adviser PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 -0.54% 16.76% 31.55% -25.17% 2001 total return as of June 30: -0.22% Best quarter: Q4 `99, 25.38% Worst quarter: Q3 `98, -17.11% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 year -25.17% -16.34% Life of fund - began 8/29/96 6.02% 5.25% Index: MSCI All Country World Ex-U.S. Free Index, an unmanaged index of freely traded stocks of foreign companies. A-14 MAIN RISKS [Clip Art] The value of your investment will fluctuate in response to stock market movements. Foreign investments are more risky than domestic investments. Investments in foreign securities may be affected by fluctuations in currency exchange rates, incomplete or inaccurate financial information on companies, social instability and political actions ranging from tax code changes to governmental collapse. These risks are more significant in emerging markets. The fund's management strategy has a significant influence on fund performance. If the fund invests in countries or regions that experience economic downturns, performance could suffer. In addition, if certain investments or industries do not perform as expected, or if the managers' security selection strategies do not perform as expected, the fund could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o In a down market, emerging market securities, other higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquired Fund's financial performance since its inception on May 1, 1998. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). - ------------------------------------------------------------------------------------------------------------------------------------ Period ended: 12/96(1) 12/97 12/98 12/99 12/00 6/01(8) - ------------------------------------------------------------------------------------------------------------------------------------ Per share operating performance Net asset value, beginning of period $10.00 $11.23 $10.50 $12.18 $15.45 $11.01 Net investment income (2) 0.07 0.05 0.07 0.07 0.03 0.04 Net realized and unrealized gain (loss) on investments 1.20 (0.13) 1.69 3.75 (3.93) (2.16) Total from investment operations 1.27 (0.08) 1.76 3.82 (3.90) (2.12) Less distributions: Dividends from net investment income (0.04) (0.01) (0.07) (0.08) (0.17) -- Dividends in excess of net investment income -- -- (0.01) (0.02) -- -- Distributions from net realized gain on investments sold -- (0.64) -- (0.45) (0.37) -- Total distributions (0.04) (0.65) (0.08) (0.55) (0.54) -- Net asset value, end of period $11.23 $10.50 $12.18 $15.45 $11.01 $8.89 Total investment return(3,4) (%) 12.75(5) (0.54) 16.75 31.55 (25.17) (19.26)(5) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 2,267 3,792 7,201 9,375 7,330 4,999 Ratio of expenses to average net assets (%) 1.15(6) 1.15 1.15 1.15 1.15 1.15(6) Ratio of adjusted expenses to average net assets(7) (%) 3.13(6) 2.04 3.13 2.51 3.24 3.40(6) Ratio of net investment income to average net assets (%) 2.03(6) 0.43 0.59 0.52 0.19 0.84(6) Portfolio turnover rate (%) 14 273 89 116 177 176 (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) The total returns would have been lower had certain expenses not been reduced during the periods shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. (8) Semiannual period from January 1, 2001 through June 30, 2001. Unaudited. A-15 International Equity Fund GOAL AND STRATEGY This is an international stock fund that seeks long-term capital appreciation. The Fund primarily invests in a diversified mix of common stocks of large established and medium-sized foreign companies located primarily in developed countries outside of the U.S. The manager selects stocks using proprietary equity research that identifies companies having: . strong market positions within their industry, . management with a history of excellence focusing on core businesses, . above average return on capital within their industry, and . demonstrated ability to create long-term shareholder value. The manager determines the allocation among regions and countries using a com- bination of qualitative and quantitative inputs, including: . quantitative models to rank the relative attractiveness of each country/region based on valuation, credit risk and momentum, and . qualitative assessment of regional portfolio managers to adjust model results. The Fund's sector exposures are largely the result of stock selection, although the Fund maintains broad sector representation. The Fund is managed using risk control techniques that maintain overall regional diversification. Although the Fund may employ foreign currency hedging techniques, the Fund normally main- tains the currency exposure of the underlying equity investments. The Fund invests in at least 3 different countries other than the U.S., but normally invests in 10 to 35 countries, with at least 65% of its assets in securities of non-U.S. entities. The Fund will invest no more than 10% of its assets in emerging market stocks. The Fund normally invests in 120 to 200 stocks and normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). The Fund also may purchase other types of securities that are not primary investment vehicles, for example: American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs), European Depositary Receipts (EDRs), iShares SM and other Exchange Traded Funds (ETFs), and certain derivatives (investments whose value is based on indices or other securities). As an example of how deriva- tives may be used, the Fund may invest in stock index futures to manage cash flow. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Goldman Sachs Asset Management, A unit of the Investment Management Division of Goldman, Sachs & Co. 32 Old Slip New York, New York 10005 Managing since 1988 Managing Fund since August, 1999 Managed approximately $282 billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: Shogo Maeda - ----------------- Managing Director of subadviser Joined subadviser in 1994 Senior Portfolio Manager at Nomura Investment Management, Inc. (1987-1994) Susan Noble - ----------------- Managing Director of subadviser Joined subadviser in 1997 Portfolio Management Director at Fleming Investment Management (1986-1997) Andrew Orchard - ----------------- Executive Director of subadviser Joined subadviser in 1999 Portfolio Manager at Morgan Grenfell Asset Management (1994-1999) PAST PERFORMANCE The graph will show how the fund's total return varies from year to year, while the table will show performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar year [GRAPH] 2000 -14.37% Best quarter: up 22.28%, fourth quarter 1999 Worst quarter: down 8.76%, fourth quarter 2000 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year -14.37% -13.96% Life of fund 3.01% 1.31% Index:MSCI EAFE Index *Began operations on August 31, 1999. A-16 MAIN RISKS Primary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, economic, political and social instability and foreign currency rate fluctuations. Factors such as lack of liquidity, foreign ownership limits and restrictions on removing cur- rency also pose special risks. All foreign securities have some degree of for- eign risk. However, to the extent the Fund invests in emerging market coun- tries, it will have a significantly higher degree of foreign risk than if it invested exclusively in developed or newly-industrialized countries. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concentrated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "large/mid cap" approach carries the risk that in certain markets large/mid cap stocks will underperform small cap stocks. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquiring Fund's financial performance since its inception on August 31, 1999. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). Period ended: 12/99** 12/00 6/01 (Unaudited) Net asset value, beginning of period $ 10.00 $ 11.95 $ 9.85 Income from investment operations Net investment income (loss) 0.01 0.06 0.05 Net realized and unrealized gain (loss) on investments* 2.12 (1.78) (1.48) Total from investment operations 2.13 (1.72) (1.43) Less distributions: Distributions from net investment income and capital paid in (0.01) (0.04) (0.05) Distributions from net realized gain on investment (0.17) (0.30) -- Distributions in excess of income/gains and from capital paid in -- (0.04) -- Total distributions (0.18) (0.38) (0.05) Net asset value, end of period $ 11.95 $ 9.85 $ 8.37 Total investment return**** 21.49%(a) (14.37)% (14.56)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $12,430 $15,716 $ 21,086 Ratio of expenses to average net assets (%)*** 1.10%(b) 1.10% 1.09% Ratio of net investment income (loss) to average net assets (%) 0.21%(b) 0.53% 1.15% Turnover rate (%) 26.76%(a) 75.41% 22.65% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of purchases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations August 31, 1999. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.71% and 1.76% for the years ended December 31, 1999 and 2000, respectively. **** The performance of the portfolios shown on this page does not reflect expenses and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product's prospectus. (a) Not annualized (b) Annualized A-17 Proposal 5 V.A. Mid Cap Growth Fund GOAL AND STRATEGY [Clip Art] The fund seeks long-term capital appreciation. To pursue this goal, the fund normally invests at least 80% of assets in stocks of medium- capitalization companies (companies in the capitalization range of the Russell Midcap Growth Index, which was $0.02 billion to $19.37 billion as of March 31, 2001). The manager conducts fundamental financial analysis to identify companies with above-average earnings growth. In choosing individual securities, the manager looks for companies with growth stemming from a combination of gains in market share and increasing operating efficiency. Before investing, the manager identifies a specific catalyst for growth, such as a new product, business reorganization or merger. The management team generally maintains personal contact with the senior management of the companies the fund invests in. The manager considers broad economic trends, demographic factors, technological changes, consolidation trends and legislative initiatives. The fund may not invest more than 5% of assets in any one security. The fund may invest up to 10% of assets in foreign securities. The fund may also make limited use of certain derivatives (investments whose value is based on indexes or currencies). In abnormal conditions, the fund may temporarily invest in U.S. government securities with maturities of up to three years and more than 10% of assets in cash or cash equivalents. In these and other cases, the fund might not achieve its goal. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ PORTFOLIO MANAGERS Team responsible for day-to-day investment management. PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with broad-based market indexes for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1998 1999 2000 10.35% 56.18% -11.73% 2001 total return as of June 30: 10.10% Best quarter: Q4 '99, 41.78% Worst quarter: Q3 '98, -19.74% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 Index 2 1 year -11.73% -9.10% -11.75% Life of fund - began 1/7/98 15.12% 12.58% 17.28% Index 1: Standard & Poor's 500 Index, an unmanaged index of 500 stocks. Index 2: Russell Midcap Growth Index, an unmanaged index containing those stocks from the Russell Midcap Index with a greater-than-average growth orientation. A-18 MAIN RISKS [Clip Art] The value of your investment will fluctuate in response to stock market movements. The fund's management strategy has a significant influence on fund performance. Medium-capitalization stocks tend to be more volatile than stocks of larger companies, and as a group could fall out of favor with the market, causing the fund to underperform investments that focus either on smallor large-capitalization stocks. Similarly, growth stocks could underperform value stocks. To the extent the fund invests in a given industry, its performance will be hurt if that industry performs poorly. In addition, if the managers' security selection strategies do not perform as expected, the fund could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, these risks could increase volatility or reduce performance: o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. ================================================================================ FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquired Fund's financial performance since its inception on January 7, 1998. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). - ------------------------------------------------------------------------------------------------------------- Period ended: 12/98(1) 12/99 12/00 6/01(9) - ------------------------------------------------------------------------------------------------------------- Per share operating performance Net asset value, beginning of period $10.00 $11.03 $17.21 $15.09 Net investment income (loss)(2) 0.01 (0.03) (0.08) (0.05) Net realized and unrealized gain (loss) on investments 1.03 6.23 (1.94) (3.48) Total from investment operations 1.04 6.20 (2.02) (3.53) Less distributions: Dividends from net investment income (0.01) -- -- -- Distributions from net realized gain on investments sold -- (0.02) (0.10) -- Tax return of capital --(3) -- -- -- Total distributions (0.01) (0.02) (0.10) -- Net asset value, end of period $11.03 $17.21 $15.09 $11.56 Total investment return(4,5) (%) 10.35(6) 56.18 (11.73) (23.39)(6) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 1,779 6,363 11,482 6,315 Ratio of expenses to average net assets (%) 1.00(7) 1.00 1.00 1.00(7) Ratio of adjusted expenses to average net assets(8) (%) 4.23(7) 2.36 1.10 1.19(7) Ratio of net investment income (loss) to average net assets (%) 0.06(7) (0.23) (0.42) 0.74(7) Portfolio turnover rate (%) 103 136 155 71 (1) Began operations on January 7, 1998. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) The total returns would have been lower had certain expenses not been reduced during the periods shown. (6) Not annualized. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. (9) Semiannual period from January 1, 2001 through June 30, 2001. Unaudited. A-19 Fundamental Growth Fund GOAL AND STRATEGY This is a stock fund with a growth emphasis that seeks long-term capital appre- ciation. The Fund invests primarily in the common stocks of large-sized and mid-sized U.S. companies that are believed to offer above-average potential for growth in revenues and earnings. The manager selects stocks using proprietary fundamental equity research and a systematic screening approach. The manager screens the universe for stocks that meet minimum size and earnings growth criteria. The manager employs a proprie- tary quantitative model to rank stocks based on: . fundamental catalyst (such as earnings surprise and momentum); . valuation (such as price-to sales ratio); and . financial strength (such as superior cash flow). The manager uses fundamental equity research with a global equity research team to identify companies with characteristics such as: . strong and innovative management teams; . opportunities for above average growth within its industry; . strong competitive positioning relative to peers and suppliers; . sufficient financial strength to grow the business; and . reasonable valuations relative to earnings expectations. The manager uses risk management tools and qualitative judgement to determine the Fund's sector and stock-specific weightings. The Fund is broadly diversi- fied by sector. The Fund normally invests in 90 to 150 stocks, with at least 65% (usually higher) of its assets in large and mid cap companies. The Fund normally has 10% or less (usually lower) of its assets in cash and cash equiva- lents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). As an example of how derivatives may be used, the Fund may invest in stock index futures to manage cash flow. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Putnam Investment Management, LLC One Post Office Square Boston, Massachusetts 02119 Managing since 1937 Managing Fund since August, 2000 Managed approximately $370 billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: Eric M. Wetlaufer, CFA - ----------------- Managing Director and Chief Investment Officer of subadviser Joined subadviser in 1997 Managing Director and Portfolio Manager at Cadence Capital Management (1991 -- 1997) Began career in 1985 PAST PERFORMANCE The graph will show how the fund's total return varies from year to year, while the table will show performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the vari- able contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar year [GRAPH] 2000 -3.03% Best quarter: up 54.57%, third quarter 1999 Worst quarter: down 20.91%, second quarter 2000 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year -3.03% -11.75% Life of fund 35.44% 16.11% Index:Russell Mid Cap(TM) Growth Index * Began operations on August 31, 1999. A-20 MAIN RISKS Primary Small /Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized com- panies may be subject to more erratic price movements than investment in large established companies. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "growth" approach carries the risk that in certain markets "growth" stocks will underperform "value" stocks. Also, the Fund's "large/mid cap" approach carries the risk that large/mid cap stocks will underperform small cap stocks. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquiring Fund's financial performance since its inception on August 31, 1999. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). Period ended: 12/99** 12/00 6/01 (Unaudited) Net asset value, beginning of period $10.00 $ 14.42 $ 12.52 Income from investment operations: Net investment income (loss) (0.02) (0.02) (0.02) Net realized and unrealized gain (loss) on investments* 5.34 (0.44) (2.64) Total from investment operations 5.32 (0.46) (2.66) Less distributions: Distributions from net investment income and capital paid in -- (0.03) -- Distributions from net realized gain on investments sold (0.90) (0.76) -- Distributions in excess of income/gains and from capital paid in -- (0.65) -- Total distributions (0.90) (1.44) -- Net asset value, end of period $14.42 $ 12.52 $ 9.86 Total investment return**** 54.57%(a) (3.03)% (21.20)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $9,175 $46,114 $40,342 Ratio of expenses to average net assets (%)*** 0.95%(b) 0.96% 0.99% Ratio of net investment income (loss) to average net assets (%) (0.55)%(b) (0.38)% (0.47)% Turnover rate (%) 61.66%(a) 250.46% 51.34% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations August 31, 1999. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.09% and 1.00% for the years ended December 31, 1999 and 2000, respectively. **** The performance of the portfolios shown on this page does not reflect expenses and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product's prospectus. (a) Not annualized (b) Annualized A-21 Proposal 6 V.A. Small Cap Growth Fund GOAL AND STRATEGY [Clip Art] The fund seeks long-term capital appreciation. To pursue this goal, the fund normally invests at least 80% of assets in stocks of small-capitalization companies (companies in the capitalization range of the Russell 2000 Growth Index, which was $10 million to $4.20 billion as of March 31, 2001). The managers look for companies in the emerging growth phase of development that are not yet widely recognized. The fund also may invest in established companies that, because of new management, products or opportunities, offer the possibility of accelerating earnings. To manage risk, the fund typically invests in 150 to 220 companies across many industries, and does not invest more than 5% of assets in any one security. In choosing individual securities, the managers use fundamental financial analysis to identify rapidly growing companies. The managers favor companies that dominate their market niches or are poised to become market leaders. They look for strong senior management teams and coherent business strategies. They generally maintain personal contact with the senior management of the companies the fund invests in. The fund may invest in preferred stocks and other types of equities, and may invest up to 10% of assets in foreign securities. The fund may also make limited use of certain derivatives (investments whose value is based on indexes or currencies). In abnormal conditions, the fund may temporarily invest in U.S. government securities with maturities of up to three years and more than 10% of assets in cash and cash equivalents. In these and other cases, the fund might not achieve its goal. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ PORTFOLIO MANAGERS Bernice S. Behar, CFA - --------------------------------- Senior vice president of adviser Joined fund team in 1996 Joined adviser in 1991 Began business career in 1986 Anurag Pandit, CFA - --------------------------------- Vice president of adviser Joined fund team in 1996 Joined adviser in 1996 Equity analyst at Loomis Sayles (1992-1996) Began business career in 1984 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with broad-based market indexes for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 11.06% 15.94% 68.52% -22.33% 2001 total return as of June 30: 17.58% Best quarter: Q4 `99, 44.55% Worst quarter: Q3 `98, -21.42% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 Index 2 1 year -22.33% -3.02% -22.43% Life of fund - began 8/29/96 11.02% 10.29% 6.88% Index 1: Russell 2000 Index, an unmanaged index of 2,000 U.S. small-capitalization stocks. Index 2: Russell 2000 Growth Index, an unmanaged index containing those stocks from the Russell 2000 Index with a greater-than-average growth orientation. A-22 MAIN RISKS [Clip Art] The value of your investment will fluctuate in response to stock market movements. The fund's management strategy has a significant influence on fund performance. Small-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on mediumor large-capitalization stocks. Similarly, growth stocks could underperform value stocks. To the extent the fund invests in a given industry, its performance will be hurt if that industry performs poorly. In addition, if the managers' security selection strategies do not perform as expected, the fund could underperform its peers or lose money. Stocks of smaller companies are more volatile than stocks of larger companies. Many smaller companies have short track records, narrow product lines or niche markets, making them highly vulnerable to isolated business setbacks. To the extent that the fund makes investments with additional risks, these risks could increase volatility or reduce performance: o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price; this risk could also affect small-capitalization stocks, especially those with low trading volumes. o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. ================================================================================ FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquired Fund's financial performance since its inception on August 29, 1996. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). - ------------------------------------------------------------------------------------------------------------------------------------ Period ended: 12/96(1) 12/97 12/98 12/99 12/00 6/01(9) - ------------------------------------------------------------------------------------------------------------------------------------ Per share operating performance Net asset value, beginning of period $10.00 $9.32 $10.35 $12.00 $19.76 $14.40 Net investment income (loss)(2) 0.02 (0.02) (0.06) (0.10) (0.13) (0.04) Net realized and unrealized gain (loss) on investments (0.68) 1.05 1.71 8.29 (4.33) (1.12) Total from investment operations (0.66) 1.03 1.65 8.19 (4.46) (1.16) Less distributions: Dividends from net investment income (0.02) --(3) -- -- -- -- Distributions from net realized gain on investments sold -- -- -- (0.43) (0.90) -- Total distributions (0.02) -- -- (0.43) (0.90) -- Net asset value, end of period $9.32 $10.35 $12.00 $19.76 $14.40 $13.24 Total investment return(4,5) (%) (6.62)(6) 11.06 15.94 68.52 (22.33) (8.06)(6) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 975 3,841 8,232 20,867 19,772 13,313 Ratio of expenses to average net assets (%) 1.00(7) 1.00 1.00 1.00 1.00 1.00(7) Ratio of adjusted expenses to average net assets(8) (%) 5.19(7) 2.72 1.63 1.38 1.10 1.21(7) Ratio of net investment income (loss) to average net assets (%) 0.62(7) (0.16) (0.59) (0.76) (0.68) (0.67)(7) Portfolio turnover rate (%) 31 79 93 120 104 40 (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) The total returns would have been lower had certain expenses not been reduced during the periods shown. (6) Not annualized. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. (9) Semiannual period from January 1, 2001 through June 30, 2001. Unaudited. A-23 Small Cap Growth Fund GOAL AND STRATEGY This is a small cap stock fund with a growth emphasis that seeks long-term cap- ital appreciation. The Fund invests primarily in a diversified mix of the common stocks of small U.S. companies that are believed to offerabove-average potential for growth in revenues and earnings. The manager selects stocks using proprietary equity research. Stocks are pur- chased that are expected to have rapid earnings growth that is not yet widely recognized by the investment community. The manager looks for companies with: . demonstrated annual 20% earnings growth over 3 years and/or similar future growth expectations; . dominant market niche or poised to become market leaders; and . high quality senior management with coherent business strategies. The Fund is highly diversified by sector and number of individual stocks. The Fund's sector weightings are broadly diversified and managed relative to those of the Russell 2000(R) Growth Index. The Fund normally invests in 140 to 220 stocks, with at least 65% (usually higher) of its assets in small cap compa- nies. The Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER John Hancock Advisers, Inc. 101 Huntington Avenue Boston, Massachusetts 02199 Owned by John Hancock Managing since 1968 Managing Fund since May, 1996 Managed approximately $32 billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: Bernice S. Behar, CFA - ----------------- Senior Vice President of subadviser Joined subadviser in 1991 Began career in 1986 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years [GRAPH] 1997 14.26% 1998 14.49% 1999 70.38% 2000 -21.43% Best quarter: up 45.57%, fourth quarter 1999 Worst quarter: down 22.48%, fourth quarter 2000 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year -21.43% -22.43% Life of fund 12.63% 4.72% Index: Russell 2000(R) Growth Index *Began operations on May 1, 1996. A-24 MAIN RISKS Primary Small/Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized compa- nies may be subject to more erratic price movements than investment in large established companies. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's invest- ment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "growth" approach carries the risk that in certain markets "growth" stocks will underperform "value" stocks. Also, the Fund's "small cap" approach carries the risk that in certain markets small cap stocks will underperform mid cap and large cap stocks. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquiring Fund's financial performance since its inception on May 1, 1996. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). Period ended: 12/96** 12/97 12/98 12/99 12/00 6/01 (Unaudited) Net asset value, beginning of period $ 10.00 $ 9.93 $ 11.34 $ 12.99 $ 19.12 $ 13.47 Income from investment operations: Net investment income (loss) 0.01 (0.02) (0.05) (0.21) (0.02) (0.04) Net realized and unrealized gain (loss) on investments* (0.06) 1.44 1.70 9.06 (4.16) (1.03) Total from investment operations (0.05) 1.42 1.65 8.85 (4.18) (1.07) Less distributions: Distributions from net investment income and (0.02) -- -- -- -- -- Distributions from net realized gain on investments sold -- -- -- (2.72) (0.12) -- Distributions in excess of income/gains and from capital paid in -- 0.01 -- -- (1.35) -- Total distributions (0.02) (0.01) -- (2.72) (1.47) -- Net asset value, end of period $ 9.93 $ 11.34 $ 12.99 $ 19.12 $ 13.47 $ 12.40 Total investment return**** (0.50)%(a)14.26% 14.49% 70.38% (21.43)% (7.94)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $20,633 $48,761 $74,849 $179,570 $234,542 $202,053 Ratio of expenses to average net assets (%)*** 1.00%(b) 1.00% 1.00% 0.89% 0.82% 0.84% Ratio of net investment income (loss) to average net assets (%) 0.12%(b) (0.28)% (0.65)% (0.70) (0.50)% (0.44)% Turnover rate (%) 50.93%(a) 86.23% 101.16% 113.11% 97.73% 45.16% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuations in market values of the fund. ** Fund began operations on May 1, 1996. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made, the expense ratio would have been 1.55%, 1.12% and 1.05% for the years ended December 31, 1996, 1997, and 1998, respectively. **** The performance of the portfolios shown on this page does not reflect expenses and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product's prospectus. (a) Not annualized (b) Annualized A-25 Proposal 7 V.A. Bond Fund GOAL AND STRATEGY [Clip Art] The fund seeks to generate a high level of current income consistent with prudent investment risk. In pursuing this goal, the fund normally invests at least 65% of assets in a diversified portfolio of debt securities. These include corporate bonds and debentures as well as U.S. government and agency securities. Most of these securities are investment grade, although the fund may invest up to 25% of assets in junk bonds rated as low as CC/Ca and their unrated equivalents. There is no limit on the fund's average maturity. In managing the fund's portfolio, the managers concentrate on sector allocation, industry allocation and securities selection: deciding which types of bonds and industries to emphasize at a given time, and then which individual bonds to buy. When making sector and industry allocations, the managers try to anticipate shifts in the business cycle, using top-down analysis to determine which sectors and industries may benefit over the next 12 months. In choosing individual securities, the managers use bottom-up research to find securities that appear comparatively undervalued. The managers look at bonds of all different quality levels and maturities from many different issuers, potentially including foreign governments and corporations. The fund intends to keep its exposure to interest rate movements generally in line with those of its peers. The fund may invest in mortgage-related securities and certain other derivatives (investments whose value is based on indexes, securities or currencies). Under normal conditions, the fund may not invest more than 10% of assets in cash or cash equivalents. In abnormal market conditions, the fund may temporarily invest more than 35% of assets in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. ================================================================================ PORTFOLIO MANAGERS James K. Ho, CFA - ------------------------------------ Executive vice president of adviser Joined fund team in 1996 Joined adviser in 1985 Began business career in 1977 Benjamin A. Matthews - ------------------------------------ Vice president of adviser Joined fund team in 1998 Joined adviser in 1995 Began business career in 1970 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 9.31% 9.41% -0.51% 11.89% 2001 total return as of June 30: -0.04% Best quarter: Q3 `98, 4.76% Worst quarter: Q1 `97, -0.96% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 year 11.89% 9.39% Life of fund - began 8/29/96 7.88% 7.28% Index: Lehman Brothers Credit Bond Index, an unmanaged index of corporate bonds and Yankee bonds. A-26 MAIN RISKS [Clip Art] The major factors in this fund's performance are interest rates and credit risk. When interest rates rise, bond prices generally fall. Generally, an increase in the fund's average maturity will make it more sensitive to interest rate risk. The fund could lose money if any bonds it owns are downgraded in credit rating or go into default. In general, lower-rated bonds have higher credit risks. If certain sectors or investments do not perform as the fund expects, it could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o Junk bonds and foreign securities may make the fund more sensitive to market or economic shifts in the U.S. and abroad. o If interest rate movements cause the fund's mortgage-related and callable securities to be paid off substantially earlier or later than expected, the fund's share price or yield could be hurt. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. Any U.S. government guarantees on portfolio securities do not apply to these securities' market value or current yield, or to fund shares. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquired Fund's financial performance since its inception on August 29, 1996. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). - ------------------------------------------------------------------------------------------------------------------------------------ Period ended: 12/96(1) 12/97 12/98 12/99 12/00 6/01(9) - ------------------------------------------------------------------------------------------------------------------------------------ Per share operating performance Net asset value, beginning of period $10.00 $10.19 $10.36 $10.51 $9.81 $10.29 Net investment income (2) 0.23 0.68 0.63 0.64 0.64 0.28 Net realized and unrealized gain (loss) on investments 0.21 0.24 0.32 (0.70) 0.50 0.01 Total from investment operations 0.44 0.92 0.95 (0.06) 1.12 0.29 Less distributions: Dividends from net investment income (0.23) (0.68) (0.63) (0.64) (0.64) 0.30 Distributions from net realized gain on investments sold (0.02) (0.07) (0.17) -- -- -- Total distributions (0.25) (0.75) (0.80) (0.64) (0.64) (0.30) Net asset value, end of period $10.19 $10.36 $10.51 $9.81 $10.29 $10.28 Total investment return(3) (%) 4.42(4,5) 9.30(5) 9.41(5) (0.51)(5) 11.89(5) 2.78(4) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 1,056 3,682 10,669 12,531 25,173 67,692 Ratio of expenses to average net assets (%) 0.75(6) 0.75 0.75 0.75 0.75 0.68(6) Ratio of adjusted expenses to average net assets(7) (%) 4.15(6) 2.53 1.34 1.01 0.92 -- Ratio of net investment income to average net assets (%) 6.69(6) 6.57 5.93 6.39 6.47 5.50(6,8) Portfolio turnover rate (%) 45 193 367 307 298 195 (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) Not annualized. (5) The total returns would have been lower had certain expenses not been reduced during the periods shown. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. (8) Had the Fund not amortized premiums on debt securities, the annualized ration of net investment income to average net assets would have been 5.77%. (9) Semiannual period from January 1, 2001 through June 30, 2001. Unaudited. A-27 Active Bond Fund GOAL AND STRATEGY This is an intermediate term bond fund of medium credit quality that seeks income and capital appreciation. The Fund primarily invests in a diversified mix of debt securities including: . U.S. Treasury and agency securities; . foreign government and agency securities (if dollar-denominated); . corporate bonds, both U.S. and foreign (if dollar-denominated); and . mortgage-backed and asset-backed securities. The manager normally invests: . mostly in investment grade debt securities; and . no more than 25% of the Fund's assets in high yield bonds. The manager seeks to identify specific bond sectors, industries and specific bonds that are attractively priced. The manager tries to anticipate shifts in the business cycle, using economic and industry analysis to determine which sectors and industries might benefit over the next 12 months. The manager uses proprietary research to identify securities that are undervalued. The manager evaluates bonds of all quality levels and maturities from many dif- ferent issuers. The Fund normally has an average credit rating of "A" or high- er. The Fund normally has 10% or less of its assets in cash and cash equivalents. The Fund may purchase other types of securities that are not primary investment vehicles, for example: emerging market debt securities, and certain derivatives (investments whose value is based on indices or other securities). The manager actively uses derivatives, such as futures, to adjust the Fund's average matu- rity and seeks to keep the Fund's interest rate sensitivity in line with the overall market. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER John Hancock Advisers, Inc. 101 Huntington Avenue Boston, Massachusetts 02199 Owned by John Hancock Managing since 1968 Managing Fund since May, 1995 Managed approximately $32 billion in assets at the end of 2000 FUND MANAGER James K. Ho, CFA - ----------------- Executive Vice President of subadviser Managed fund since 1995 Associated with subadviser since 1985 Began career in 1977 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years [GRAPH] 1991 16.70% 1992 7.70% 1993 10.80% 1994 -2.57% 1995 19.55% 1996 4.10% 1997 10.11% 1998 8.23% 1999 -0.94% 2000 10.45% Best quarter: up 7.14%, second quarter 1989 Worst quarter: down 2.51%, first quarter 1994 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year 10.45% 11.63% 5 years 6.30% 6.46% 10 years 8.20% 7.96% Life of fund 8.04% 8.16% Index: Lehman Brothers Aggregate Bond Index *Began operations on March 29, 1986. A-28 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concentrated in certain sectors, the Fund's performance could be worse than the overall mar- ket. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Interest Rate Risk: When interest rates rise, the Fund's bond yields will gen- erally rise and the Fund's bond prices will generally fall. When interest rates fall, the reverse will generally occur. The longer the average remaining matu- rity of bonds held by the Fund, the more sensitive the Fund is to interest rate risk. This Fund has more interest rate risk than a short-term bond fund, but less interest rate risk than a long-term bond fund. Credit Risk: An issuer of a bond held by the Fund may default on its obligation to pay interest and repay principal. Also, the credit rating of a bond held by the fund may be downgraded. In either case, the value of the bond held by the Fund would fall. All bonds have some credit risk, but in general lower-rated bonds have higher credit risk. High Yield Bond Risk: Junk bonds, defined as bond securities rated below BBB- /Baa3, may be subject to more volatile or erratic price movements due to investor sentiment. In a down market, these high yield securities become harder to value or to sell at a fair price. Prepayment/Call Risk: The Fund's share price or yield could be hurt if interest rate movements cause the Fund's mortgage-related and callable securities to be paid off substantially earlier than expected. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Secondary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, and economic, polit- ical and social instability. Factors such as lack of liquidity, foreign owner- ship limits and restrictions on removing currency also pose special risks. All foreign securities have some degree of foreign risk. However, to the extent the Fund invests in emerging market countries, it will have a significantly higher degree of foreign risk than if it invested exclusively in developed or newly- industrialized countries. Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally consid- ered more risky than direct investments. Also, in a down market, derivatives could become harder to value or sell at a fair price. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquiring Fund's financial performance for the time period indicated. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). Period ended: 12/96 12/97 12/98 12/99 12/00 6/01 (Unaudited) Net asset value, beginning of period $ 10.13 $ 9.77 $ 9.95 $9.92 $ 9.12 $ 9.44 Income from investment operations: Net investment income (loss) 0.69 0.71 0.69 0.67 0.64 0.29 Net realized and unrealized gain (loss) on investments* (0.31) 0.24 0.11 (0.76) 0.28 0.06 Total from investment operations 0.38 0.95 0.80 (0.09) 0.92 0.35 Less distributions: Distributions from net investment income and capital paid in (0.69) (0.71) (0.69) (0.71) (0.60) (0.30) Distributions from net realized gain on investments sold (0.05) (0.06) (0.14) -- -- -- Total distributions (0.74) (0.77) (0.83) (0.71) (0.60) (0.30) Net asset value, end of period $ 9.77 $ 9.95 $ 9.92 $ 9.12 $ 9.44 $ 9.49 Total investment return** 4.10% 10.11% 8.23% (0.94)% 10.45% 3.63% Ratios and supplemental data Net assets, end of period (000s omitted)($) $726,111 $803,770 $907,121 $850,286 $842,299 $816,297 Ratio of expenses to average net assets (%) 0.29% 0.31% 0.29% 0.28% 0.41%*** 0.71% Ratio of net investment income (loss) to average net assets (%) 7.07% 7.18% 6.84% 6.97% 6.98% 6.13% Turnover rate (%) 119.12% 138.29% 228.74% 182.90% 164.34% 130.85% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** The performance of the portfolios shown on this page does not reflect expenses and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product's prospectus. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 0.44% for year ended December 31, 2000. A-29 Proposal 8 V.A. Money Market Fund GOAL AND STRATEGY [Clip Art] The fund seeks the maximum current income that is consistent with maintaining liquidity and preserving capital. The fund intends to maintain a stable $1 share price. The fund invests only in dollar-denominated securities rated within the two highest short-term credit categories and their unrated equivalents. These securities may be issued by: o U.S. and foreign companies o U.S. and foreign banks o U.S. and foreign governments o U.S. agencies, states and municipalities o International organizations such as the World Bank and the International Monetary Fund The fund may also invest in repurchase agreements based on these securities. The fund maintains an average dollar-weighted maturity of 90 days or less, and does not invest in securities with remaining maturities of more than 13 months. In managing the portfolio, the management team searches aggressively for the best values on securities that meet the fund's credit and maturity requirements. The team tends to favor corporate securities and looks for relative yield advantages between, for example, a company's secured and unsecured short-term debt obligations. ================================================================================ PORTFOLIO MANAGERS Team of money market research analysts and portfolio managers YIELD INFORMATION For the fund's 7-day effective yield, call 1-800-824-0335 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time. This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 4.90% 4.90% 4.60% 5.90% 2001 total return as of June 30: 1.02% Best quarter: Q1 `98, 1.25% Worst quarter: Q1 `99, 1.06% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund 1 year 5.90% Life of fund - began 8/29/96 5.00% A-30 MAIN RISKS [Clip Art] The value of your investment will be most affected by short-term interest rates. If interest rates rise sharply, the fund could underperform its peers or lose money. An issuer of securities held by the fund could default or have its credit rating downgraded. Foreign investments carry additional risks, including inadequate or inaccurate financial information and social or political instability. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund seeks to preserve the value of your investment at $1 per share, it is possible to lose money by investing in the fund. ================================================================================ FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquired Fund's financial performance since its inception on August 29, 1996. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). - ------------------------------------------------------------------------------------------------------------------------------------ Period ended: 12/96(1) 12/97 12/98 12/99 12/00 6/01(8) - ------------------------------------------------------------------------------------------------------------------------------------ Per share operating performance Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 Net investment income (2) 0.02 0.05 0.05 0.05 0.06 0.02 Less distributions: Dividends from net investment income (0.02) (0.05) (0.05) (0.05) (0.06) (0.02) Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 Total investment return(3) (%) 1.61(4,5) 4.88(5) 4.87 4.58 5.90 2.33(4) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 207 8,377 16,519 32,952 73,917 143,495 Ratio of expenses to average net assets (%) 0.75(6) 0.75 0.74 0.66 0.60 0.57 Ratio of adjusted expenses to average net assets(7) (%) 27.48(6) 1.27 -- -- -- -- Ratio of net investment income to average net assets (%) 4.68(6) 4.86 4.70 4.55 5.86 4.52(6) (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) Not annualized. (5) The total returns would have been lower had certain expenses not been reduced during the periods shown. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. (8) Semiannual period from January 1, 2001 through June 30, 2001. Unaudited. A-31 Money Market Fund GOAL AND STRATEGY This is a money market fund that seeks to preserve capital and liquidity while also seeking to achieve a competitive yield. The Fund intends to maintain a stable net asset value of $1.00 per share. The Fund invests in U.S. dollar denominated money market instruments rated in one of the two highest short-term credit rating categories, primarily includ- ing: . commercial paper and other short-term obligations of U.S. and foreign issuers (including asset-backed securities); . certificates of deposit, bank notes and other obligations of U.S. and foreign banks and other lending institutions; . debt securities issued by foreign governments and agencies; . U.S. Treasury, agency and state and local government obligations; and, . repurchase agreements. The manager's investment approach combines top-down analysis with fundamental bottom-up security selection. The manager considers factors such as the antici- pated level of interest rates and the maturity of individual securities to determine the Fund's overall weighted average maturity. The manager seeks secu- rities; . with an acceptable maturity; . issued by issuers on a sound financial footing; . that are marketable and liquid; and . that offer competitive yields. The Fund only invests in individual securities with a maximum remaining matu- rity of 397 days (13 months). The overall weighted average maturity of the Fund's investments is 90 days or less. The Fund may invest: . up to 5% of assets in securities rated in the second-highest short-term cate- gory (or unrated equivalents); and . up to 1% of assets or $1 million (whichever is greater) in securities of a single issuer rated in the second-highest short-term category (or unrated equivalents). - -------------------------------------------------------------------------------- SUBADVISER Wellington Management Company, LLP 75 State Street Boston, Massachusetts 02109 Managing, with predecessors, since 1928 Managing Fund since May, 2001 Managed approximately $274 billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: John Keogh - ----------------- Senior Vice President and Partner of subadviser Joined subadviser in 1983 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time. This information may also help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years [GRAPH] 1991 6.00% 1992 3.60% 1993 3.41% 1994 4.03% 1995 5.78% 1996 5.32% 1997 5.38% 1998 5.40% 1999 5.05% 2000 6.29% Best quarter: up 2.38%, second quarter 1989 Worst quarter: up 0.74%, second quarter 1993 Average annual total return -- for periods ending 12/31/2000(/1/) Fund 1 year 6.29% 5 years 5.50% 10 years 4.99% Life of fund 5.84% (1)Began operations on March 29, 1986. A-32 MAIN RISKS Primary Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Interest Rate Risk: When interest rates rise, yields on the Fund's investments will generally rise and prices on the Fund's investments will generally fall. When interest rates fall, the reverse will generally occur. The longer the average remaining maturity of instruments held by the Fund, the more sensitive the Fund is to interest rate risk. This Fund has less interest rate risk than an intermediate-term or long-term bond fund. Credit Risk: An issuer of an instrument held by the Fund may default on its obligation to pay interest and repay principal. Also, the credit rating of an instrument held by the Fund may be downgraded. In either case, the value of the instrument held by the Fund would fall. All money market instruments have some credit risk, but in general lower-rated instruments have higher credit risk. Principal Risk: An investment in the Fund is not a bank deposit and is not guaranteed as to principal and interest. Although the Fund seeks to maintain a stable net asset value of $1.00 per share, investors may lose money by invest- ing in the Fund. Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, and economic, polit- ical and social instability. Factors such as lack of liquidity, foreign owner- ship limits and restrictions on removing currency also pose special risks. All foreign securities have some degree of foreign risk. However, to the extent the Fund invests in emerging market countries, it will have a significantly higher degree of foreign risk than if it invested exclusively in developed or newly- industrialized countries. Secondary None - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS The financial highlights table below is intended to help you understand the Acquiring Fund's financial performance for the time periods indicated. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that a shareholder would have earned (lost) on an investment in the Fund (assuming reinvestment of all divid- ends and distributions). Except for the information as of June 30, 2001 (which is unaudited) the information in the below table has been audited by Ernst & Young LLP, whose report, along with the Fund's financial statements, are in- cluded in the Trust's Annual Report to Shareholders for the year ended December 31, 2000 (which is available upon request via the phone number or address on the cover page of this Proxy Statement/Prospectus). Period ended: 12/96# 12/97# 12/98# 12/99# 12/00# 6/01## (Unaudited) Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Income from investment operations: Net investment income (loss) 0.05 0.05 0.05 0.04 0.06 0.02 Total from investment operations 0.05 0.05 0.05 0.04 0.06 0.02 Less distributions: Distributions from net investment income and capital paid in (0.05) (0.05) (0.05) (0.04) (0.06) (0.02) Total distributions $ (0.05) $ (0.05) $ (0.05) (0.04) (0.06) (0.02) Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Total investment return* 5.32% 5.38% 5.40% 5.05% 6.29%** 2.51% Ratios and supplemental data Net assets, end of period (000s omitted)($) $213,235 $229,443 $395,195 $451,235 $496,853 $459,369 Ratio of expenses to average net assets (%) 0.30% 0.33% 0.31% 0.31% 0.29% 0.29% Ratio of net investment income (loss) to average net assets (%) 5.20% 5.32% 5.29% 4.95% 6.05% 5.03% * The performance of the Funds shown on this page does not reflect expenses and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product's prospectus. ** The Total Investment Return includes the effect of the capital contribution of $0.001 per share. The Total Investment Return without the capital contribution would have been 6.18% # Per share amounts have been restated to reflect a 10-for-1 stock split effective May 1, 2001. ## The Fund entered into a new sub-advisory agreement with Wellington Company, LLP during the period shown. A-33 Appendix B Management's discussion of fund performance: December 31, 2001 B-1 PROPOSAL 1 John Hancock V.A. Core Equity Fund By Paul McManus for the Portfolio Management Team The year 2000 was marked by unprecedented volatility, as the markets fell sharply in the spring, rallied over the summer and plunged again during the final four months of the year. The Federal Reserve Board, which had already hiked interest rates three times in 1999, added three more increases in the first half of 2000, including a 0.50% increase in May. With share prices in technology, telecommunications and biotechnology stocks reflecting unrealistically optimistic expectations, the Fed's actions were enough to puncture the speculative bubble and bring the popular market averages lower. The tech-heavy NASDAQ Composite Index was particularly vulnerable, shedding a whopping 39.29% in 2000. At the time of the Fed's final increase on May 16, there was scant evidence of decelerating growth in corporate earnings or the overall economy. Accordingly, the markets rallied during the summer, buoyed by investors' belief that interest rates were stabilizing and their hope that higher rates would cool the economy without doing significant damage to earnings. That hope was shattered in the fall. Prominent companies in a broad variety of sectors issued warnings that fourth-quarter profits would be substantially lower than previously expected. At the same time, data on industrial production, retail sales, employment and consumer confidence all gave evidence of a slowing economy. As a result, sellers took control and the markets plummeted. Defensive sectors like health care, consumer nondurables and financial services managed to buck the trend, as did energy, but growth stocks in most sectors had an extremely difficult year in 2000. PERFORMANCE SUMMARY The Fund continued to implement its strategy of buying undervalued stocks of companies with improving fundamentals. In sectors such as technology, however, it was more a question of identifying the companies that appeared to suffer the least deterioration in fundamentals. The Fund had a losing year but finished ahead of the S&P 500 Index, primarily due to favorable stock selection. For the 12 months ended December 31, 2000, John Hancock V.A. Core Equity Fund had a return of - -7.11% at net asset value. In comparison, the S&P 500 returned -9.10%, including reinvested dividends. However, the Fund trailed the 1.15% return of the average variable annuity growth and income fund, according to Lipper, Inc. Many funds in the Lipper average have a heavier emphasis on value-oriented investments, which were the place to be, especially during the second half of the period. Longer-term performance information can be found on page six. HEALTH CARE, FINANCIALS HELP RETURNS On a relative basis, we were helped by our holdings in health care, a sector we steadily increased throughout the year. Compared with companies in other sectors, health-care firms, especially pharmaceutical companies, had generally superior earnings growth prospects. One of the best performers, Warner-Lambert, rose sharply as a result of being the target of a bidding war between Pfizer and American Home Products (Pfizer ultimately won). Merck, Pharmacia, Bristol-Myers Squibb and Schering-Plough were other drug stocks that made meaningful contributions to performance. Financial stocks were another area of strength, helped by the growing consensus that a weakening economy would bring lower interest rates. Both stock selection and a marginal overweighting aided performance relative to our benchmark. One of our top performers, Fannie Mae, also benefited when Congress lost interest in an initiative that would have removed the competitive advantages Fannie Mae enjoys because of its status as a quasi-government organization. Another holding in the sector meriting mention is Citigroup, which continued to post consistently good earnings growth through its favorable mix of banking, brokerage and insurance businesses. TECHNOLOGY AND TELECOMMUNICATIONS HIT THE SKIDS Leading the list of negative contributors were many names that made positive contributions a year ago. Microsoft was hurt earlier in the year by the Justice Department's antitrust lawsuit, then by slowing demand for personal computers. We reduced the position to below market weight in the first half of the period, but the stock still hurt performance substantially. Lucent Technologies was a different story. We liked the stock for the first half of the year, but it subsequently became apparent to us that the company was slipping behind competitors in some key technological areas. Consequently, we sold the entire position in the fourth quarter. Long-distance provider WorldCom reflected the intense competition for telephone services of all kinds, as did Sprint and AT&T, two other lackluster performers. Despite the carnage, we maintained roughly a market weighting in technology. The Fund stresses diversification and attempts to keep its risk profile similar to that of the S&P 500 Index. B-2 LOOKING AHEAD Amid considerable pessimism about stocks, the Fed surprised investors by cutting interest rates on January 3, just after the period ended. It appears that the primary challenge facing investors over the short term will be balancing the positive effects of lower rates with the negative ramifications of slower earnings growth. Through its actions, the Fed has served notice that it intends to be aggressive about addressing the current slowdown, so we would not be surprised to see a series of interest-rate reductions. Furthermore, history has shown that the stock market responds well to multiple rate cuts by the Fed. We will consider these and many other factors as we continue our search for undervalued stocks of companies with improving fundamentals. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (8/29/96) ---------- ---------- Cumulative Total Returns (7.11%) 98.43% Average Annual Total Returns(1) (7.11%) 17.11% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return since inception would have been 16.69%. The expense limitation did not impact the one-year performance. [Table at bottom left-hand column entitled "Top Five Stock Holdings." The first listing is General Electric 4.6%, the second is Citigroup 4.4%, the third Pfizer 3.6%, the fourth Merck 3.2% and the fifth ExxonMobil 3.0%. A note below the table reads "As a percentage of net assets on December 31, 2000."] WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Core Equity Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Core Equity Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Standard & Poor's 500 Index and is equal to $22,043 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Core Equity Fund on August 29, 1996 and is equal to $19,844 as of December 31, 2000. B-3 Inception: March 29, 1986 GROWTH & INCOME FUND INDEPENDENCE INVESTMENT ASSOCIATES, INC. Paul F. McManus PUTNAM INVESTMENTS C. Beth Cotner Effective November 1, the Fund was modified to a multi-managed investment approach The Growth & Income Fund is a multi-manager fund with two sub-advisers each independently managing their own portion of the Fund. The two managers employ a distinct and complementary investment strategy. This unique multi-manager approach seeks to produce more consistent investment returns over market cycles and to reduce the risk of any one manager or strategy being out of favor in certain market environments. IIA selects stocks using a combination of fundamental equity research and quantitative tools and focuses on large cap stocks that are undervalued relative to the stock's history and have improving earnings growth prospects. Putnam selects stocks using a systematic screening approach and fundamental equity research and focuses on large and mid cap stocks with opportunities for above average growth. As of December 31, 2000, IIA managed approximately 77% and Putnam managed approximately 23% of the Fund's assets. For the year, the Fund performed - 13.10% below the benchmark's performance of -9.11%. Independence Investment Associates, Inc. The Fund outperformed the benchmark in the fourth quarter. Stock prices declined in the period as fears over an accelerating economic slowdown were discounted in the market. Increasing numbers of technology companies began to preannounce earnings shortfalls. The Fund was modestly underweight technology stocks, and this benefited portfolio performance, although specific stock selection skill was slightly negative. Health care was over weighted, particularly in large drug companies. Both stock selection and the active overweight benefited performance for the quarter. Holdings in Bristol Meyers, Merck and Pharmacia Upjohn helped the portfolio. Electric utilities were another positive are as investors were becoming even more defensive as the economy was slowing. Perceived as safer technology stocks, information services companies like First Data Corp and EDS did relatively well and helped portfolio performance. With the market being defensive, food and beverage stocks did well. We had an underweight there as valuations did not justify the purchases of some of the stocks. This relative underweight negatively impacted performance in the quarter. In the media area, fears of the slowing economy affected the broadcasters as advertising budgets became suspect. Also, the delay of Time Warner--AOL adversely affected performance of those stocks. Looking forward, we continue to maintain a broad sector neutral strategy while emphasizing individual stock selection. Based upon the relative valuation of stocks we will continue to select the best stocks within industries based upon their valuation and outlook for sustainable earnings growth. Putnam Investments The Fund benefited from overweighting the robust energy, conglomerate, utilities, and financial sectors, along with strong stock selection. In particular, exceptional stock performance by one of our holdings (Tyco) made conglomerates the greatest contributor to performance. The next-largest contribution came from energy, where oil services stocks boosted returns; in financial services, insurance (American International Group) and investment banking/brokerage (Goldman Sachs) aided performance. The single largest detractor from performance came from technology, where the benefit of being underweight in a very weak sector was more than offset by poor stock performance in software (Openwave Systems, Veritas Software), communications equipment (Redback Networks, Juniper Networks), and business applications software (Agile Software, I2 Technologies). Fund performance was also hindered by health care (underweighting pharmaceuticals and weak stock selection in biotechnology); overweighting communications services (the worst- performing sector), along with weak stock performance from that sector in the cellular industry (Sprint PCS, Nextel); underweighting consumer staples (along with not owning non-alcoholic beverage companies and owning weak TV broadcasting companies); and finally, underweighting consumer cyclicals. In the volatile environment of the new year, we anticipate additional earnings disappointments, especially in stocks leveraged to the consumer. We believe that the current environment will continue to place pressure on rapidly expanding, high-quality growth companies. We have concentrated the Fund on companies with a proven record of expanding profits even in unsettled economic times. Higher energy prices should benefit oil and gas producers and energy services companies. Going forward, we will be overweight energy (oil services) and financial services (banking/brokerage services and insurance) stocks while underweighting technology (communications equipment and software) and consumer staples (media and TV broadcasting.) B-4 Inception: March 29, 1986 GROWTH & INCOME FUND INDEPENDENCE INVESTMENT ASSOCIATES, INC. Paul F. McManus PUTNAM INVESTMENTS C. Beth Cotner [GRAPH] Growth & Income S&P 500. Growth & Income S&P 500. Fund Index Fund Index 12/31/90 $10,000 $10,000 01/31/96 $21,300 $22,266 01/31/91 10,449 10,442 02/29/96 21,576 22,479 02/28/91 11,145 11,190 03/31/96 21,852 22,695 03/31/91 11,406 11,456 04/30/96 22,098 23,029 04/30/91 11,401 11,488 05/31/96 22,609 23,623 05/31/91 11,844 11,980 06/30/96 22,733 23,720 06/31/91 11,266 11,432 07/31/96 21,659 22,664 07/31/91 11,655 11,967 08/31/96 22,175 23,145 08/31/91 11,905 12,249 09/30/96 23,205 24,445 09/30/91 11,760 12,048 10/31/96 23,772 25,115 10/31/91 11,933 12,209 11/30/96 25,354 27,021 11/30/91 11,518 11,716 12/31/96 24,918 26,492 12/31/91 12,596 13,055 01/31/97 26,201 28,137 01/31/92 12,375 12,812 02/28/97 26,344 28,365 02/29/92 12,522 12,976 03/31/97 25,318 27,185 03/31/92 12,311 12,722 04/30/97 26,545 28,808 04/30/92 12,702 13,092 05/31/97 27,985 30,577 05/31/92 12,827 13,163 06/30/97 29,088 31,940 06/30/92 12,732 12,972 07/31/97 31,688 34,476 07/31/92 12,734 13,495 08/31/97 30,083 32,559 08/31/92 12,911 13,222 09/30/97 31,832 34,344 09/30/92 13,056 13,374 10/31/97 30,635 33,197 10/31/92 13,033 13,422 11/30/97 31,787 34,734 11/30/92 13,541 13,875 12/31/97 32,341 35,331 12/31/92 13,717 14,056 01/31/98 32,690 35,723 01/31/93 13,858 14,159 02/28/98 35,358 38,299 02/28/93 14,052 14,350 03/31/98 37,336 40,260 03/31/93 14,487 14,659 04/30/98 37,439 40,666 04/30/93 14,101 14,299 05/31/98 37,030 39,967 05/31/93 14,467 14,686 06/30/98 38,602 41,590 06/30/93 14,609 14,734 07/31/98 38,151 41,149 07/31/93 14,530 14,665 08/31/98 32,294 35,199 08/31/93 15,115 15,223 09/30/98 33,951 37,455 09/30/93 15,142 15,111 10/31/98 36,978 40,500 10/31/93 15,400 15,418 11/30/98 39,191 42,954 11/30/93 15,263 15,273 12/31/98 42,123 45,428 12/31/93 15,545 15,460 01/31/99 43,536 47,327 01/31/94 16,007 15,978 02/28/99 42,184 45,855 02/28/94 15,541 15,547 03/31/99 43,433 47,690 03/31/94 14,939 14,871 04/30/99 45,263 49,535 04/30/94 15,199 15,064 05/31/99 43,943 48,366 05/31/94 15,257 15,310 06/30/99 46,973 51,051 06/30/94 14,980 14,931 07/31/99 45,365 49,458 07/31/94 15,385 15,426 08/31/99 44,829 49,210 08/31/94 15,957 16,053 09/30/99 43,592 47,862 09/30/94 15,486 15,667 10/31/99 46,142 50,892 10/31/94 15,733 16,025 11/30/99 46,676 51,925 11/30/94 15,211 15,437 12/31/99 47,579 54,983 12/31/94 15,459 15,663 01/31/00 47,808 52,223 01/31/95 15,777 16,070 02/29/00 48,957 51,236 02/28/95 16,400 16,693 03/31/00 45,974 56,247 03/31/95 16,763 17,187 04/30/00 44,819 54,554 04/30/95 17,252 17,688 05/31/00 49,836 53,436 05/31/95 17,826 18,386 06/30/00 48,617 54,750 06/30/95 18,232 18,818 07/31/00 47,976 53,896 07/31/95 18,814 19,445 08/31/00 48,744 57,243 08/31/95 18,936 19,498 09/30/00 48,151 54,221 09/30/95 19,757 20,314 10/31/00 51,130 53,993 10/31/95 19,628 20,243 11/30/00 48,040 49,738 11/30/95 20,456 21,134 12/31/00 34,913 49,982 12/31/95 20,748 21,525 Top Ten Holdings (as of December 31, 2000) - --------------------------------------------------------------------------- % of six months ago investments % of investments General Electric Co. 3.3% 5.9% Pfizer, Inc. 3.0% 0.9% Cisco Systems, Inc. 2.4% 4.6% Citigroup, Inc. 2.3% 4.1% Merck & Co., Inc. 2.2% 1.6% Microsoft Corp. 2.1% 7.1% Exxon Mobil Corp. 2.1% 1.4% Wal-Mart Stores, Inc. 1.9% 1.5% Intel Corp. N/A 3.1% Tyco International, Ltd. 1.9% 1.5% Average Annual Total Returns* - --------------------------------------------------------------------------- Growth & Income S&P 500 MorningStar Fund Index Peer Group+ -------- ----------- ----------- 1 Year -13.10% -9.11% -7.52% 3 Years 9.57 12.26 11.71 5 Years 15.44 18.35 17.02 10 Years 15.58 16.56 16.58 Top Ten Sectors (as of December 31, 2000) - --------------------------------------------------------------------------- % of % of investments investments Technology 28.1% Energy 5.6% Health Care 17.9% Consumer Cyclical 4.9% Financial 15.4% Utility 4.5% Capital Equipment 13.6% Consumer Staple 1.7% Retail 5.6% Basic Material 1.6% * Total returns are for the period ended December 31, 2000. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the Fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. . "Standard & Poor's 500" is a trademark of the McGraw-Hill companies, Inc. and has been licensed for use by John Hancock Life Insurance Company. The product is not sponsored, endorsed, fold or promoted by Standard & Poor's and Standard & Poor's makes no representation regarding the advisability of investing in the product. + Source: MorningStar, Inc. Data as of 12/31/00. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the MorningStar variable universe having a Large Blend investment category. B-5 PROPOSAL 2 John Hancock V.A. Large Cap Growth Fund By William L. Braman and Robert Uek for the Portfolio Management Team The bears were out in full force during the past 12 months, particularly in the technology arena. Volatility began early on and continued in prolonged bouts as the period progressed. Speculation about the economy's direction and the sustainability of corporate profits dominated investors' concerns. By year's end, all the major stock indexes were down considerably, as was John Hancock V.A. Large Cap Growth Fund. FUND PERFORMANCE For the 12 months ended December 31, 2000, the Fund produced a total return of -31.30% at net asset value. By comparison, the Fund's benchmark index, the Russell Top 200 Growth Index, returned -24.53%, the tech-heavy NASDAQ Composite Index returned -39.29% and the broader market, as measured by the Standard & Poor's 500 Index, returned - -9.10%. In the same period, the average variable annuity growth fund returned -9.22%, according to Lipper, Inc. Historical performance information can be found on page 12. The Fund's performance lagged its peers primarily because of our heavy stake in technology, particularly the more aggressive companies, which we maintained throughout much of the year. As the earnings of many technology companies decelerated, their stock prices came back down to earth. TECHNOLOGY STRUGGLES For a long time, we have been espousing the dynamic long-term growth prospects of many technology stocks and, indeed, the sector itself. We firmly believe technology companies will continue to drive not only the United States' economy but the world's as well, thereby providing investors with considerable long-term growth potential. The strength of the technology stock sector in recent years is certainly a testament to this belief. However, with each interest rate increase by the Federal Reserve Board this past spring -- and then with each new economic report suggesting a slowdown -- investors began to question the ability of companies, particularly technology firms, to continue meeting the very high earnings expectations of the past few years. Consequently, it grew increasingly difficult for many investors to justify the high stock prices in exchange for the potential payback. When a company posted disappointing earnings -- as many did -- the stock price was pummeled. As the stock prices in the tech and biotech sec tors dropped, fears arose about the possible price declines of other richly valued stocks. Investors harvested whatever profits they could and ran for cover in the United States Treasury market. TECH HOLDINGS REDUCED Throughout the period, a large amount of the Fund's net assets remained in the technology sector, with the weighting peaking in September at around 60% of net assets. By period's end, however, the stake was reduced to 43%. While the sector's downturn had a hand in bringing that figure down, we also eliminated many holdings from the Fund. Our reasons had more to do with the possibility of further stock price volatility than with any concerns we had about the business fundamentals or long-term growth prospects of many of the companies we sold. In trimming the Fund's weighting, we targeted many names relating to personal computer hardware. Issues we sold included IBM, Microsoft, Gateway, Dell and Hewlett Packard. We also eliminated positions in commodity semiconductors and semiconductor equipment by selling Intel, Texas Instruments, Applied Materials and Micron. Other high-priced stocks that demonstrated an increased risk of price declines were sold as well. In the biotechnology sector, we moved out of Immunex and Amgen. We held on to, and even purchased, some stocks in the computer networking and communications sub sectors as stock prices became increasingly attractive. We bought such issues as Juniper Networks, CIENA, JDS Uniphase and Nortel Networks. HEALTH CARE, FINANCE INCREASED As the period progressed, we added to the Fund's weighting in health-care and financial stocks. In health care, it was the pharmaceuticals we sought. This past year, investors prized the earnings predictability of large drug companies. These steady growers are also defensive in nature, as they are relatively insulated from economic changes. We increased the size of our stakes in Pfizer, Pharmacia and Johnson & Johnson and initiated a new position in Merck. As technology stock prices dropped, drug stocks soared. B-6 Our financial focus has been fairly broad-based, though we emphasized insurance names slightly. In addition to the relatively attractive stock prices, the business cycle and pricing environment among property casualty and insurance companies has been improving. We also thought it prudent for the Fund to have exposure to the mortgage-lending and consumer-lending sub sectors. The stocks that caught our attention include AFLAC, American General, Wells Fargo, Fannie Mae, MBNA, Citigroup and State Street Corp. OUTLOOK Shortly after the close of the period, the Fed cut the fed funds rate by one-half a percent. As encouraged as we are by the Fed's recent actions, we are mindful that plenty of volatility may well lie ahead. In our opinion, investors will need quite a bit more convincing before returning to growth stocks. First-quarter earnings reports will be somewhat of a guidepost. The good news is that tech stock prices are now more attractive than they have been in years. While the stock prices of many companies have been taken down by 60% to 70%, many are still growing their earnings by anywhere from 30% to 50%. With that in mind, we are now inclined to selectively increase the Fund's technology exposure and position for what we believe will be an eventual rebound. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (8/29/96) ---------- ---------- Cumulative Total Returns (31.30%) 10.87% Average Annual Total Returns(1) (31.30%) 2.41% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return since inception would have been 1.72%. The expense limitation did not impact the one-year performance. [Table at bottom left-hand column entitled "Top Five Stock Holdings." The first listing is Pfizer 5.3%, the second is General Electric 4.7%, the third Cisco Systems 4.1%, the fourth Oracle Systems 3.6% and the fifth Tyco International 3.6%. A note below the table reads "As a percentage of net assets on December 31, 2000."] WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Large Cap Growth Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Russell Top 200 Growth Index -- an unmanaged index which measures the performance of the Russell Top 200 companies with higher price-to-book ratios and higher forecasted growth values. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Large Cap Growth Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Russell Top 200 Growth Index and is equal to $22,269 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Large Cap Growth Fund on August 29, 1996 and is equal to $11,087 as of December 31, 2000. B-7 Inception: March 29, 1986 GROWTH & INCOME FUND INDEPENDENCE INVESTMENT ASSOCIATES, INC. Paul F. McManus PUTNAM INVESTMENTS C. Beth Cotner Effective November 1, the Fund was modified to a multi-managed investment approach The Growth & Income Fund is a multi-manager fund with two sub-advisers each independently managing their own portion of the Fund. The two managers employ a distinct and complementary investment strategy. This unique multi-manager approach seeks to produce more consistent investment returns over market cycles and to reduce the risk of any one manager or strategy being out of favor in certain market environments. IIA selects stocks using a combination of fundamental equity research and quantitative tools and focuses on large cap stocks that are undervalued relative to the stock's history and have improving earnings growth prospects. Putnam selects stocks using a systematic screening approach and fundamental equity research and focuses on large and mid cap stocks with opportunities for above average growth. As of December 31, 2000, IIA managed approximately 77% and Putnam managed approximately 23% of the Fund's assets. For the year, the Fund performed - 13.10% below the benchmark's performance of -9.11%. Independence Investment Associates, Inc. The Fund outperformed the benchmark in the fourth quarter. Stock prices declined in the period as fears over an accelerating economic slowdown were discounted in the market. Increasing numbers of technology companies began to preannounce earnings shortfalls. The Fund was modestly underweight technology stocks, and this benefited portfolio performance, although specific stock selection skill was slightly negative. Health care was over weighted, particularly in large drug companies. Both stock selection and the active overweight benefited performance for the quarter. Holdings in Bristol Meyers, Merck and Pharmacia Upjohn helped the portfolio. Electric utilities were another positive are as investors were becoming even more defensive as the economy was slowing. Perceived as safer technology stocks, information services companies like First Data Corp and EDS did relatively well and helped portfolio performance. With the market being defensive, food and beverage stocks did well. We had an underweight there as valuations did not justify the purchases of some of the stocks. This relative underweight negatively impacted performance in the quarter. In the media area, fears of the slowing economy affected the broadcasters as advertising budgets became suspect. Also, the delay of Time Warner--AOL adversely affected performance of those stocks. Looking forward, we continue to maintain a broad sector neutral strategy while emphasizing individual stock selection. Based upon the relative valuation of stocks we will continue to select the best stocks within industries based upon their valuation and outlook for sustainable earnings growth. Putnam Investments The Fund benefited from overweighting the robust energy, conglomerate, utilities, and financial sectors, along with strong stock selection. In particular, exceptional stock performance by one of our holdings (Tyco) made conglomerates the greatest contributor to performance. The next-largest contribution came from energy, where oil services stocks boosted returns; in financial services, insurance (American International Group) and investment banking/brokerage (Goldman Sachs) aided performance. The single largest detractor from performance came from technology, where the benefit of being underweight in a very weak sector was more than offset by poor stock performance in software (Openwave Systems, Veritas Software), communications equipment (Redback Networks, Juniper Networks), and business applications software (Agile Software, I2 Technologies). Fund performance was also hindered by health care (underweighting pharmaceuticals and weak stock selection in biotechnology); overweighting communications services (the worst- performing sector), along with weak stock performance from that sector in the cellular industry (Sprint PCS, Nextel); underweighting consumer staples (along with not owning non-alcoholic beverage companies and owning weak TV broadcasting companies); and finally, underweighting consumer cyclicals. In the volatile environment of the new year, we anticipate additional earnings disappointments, especially in stocks leveraged to the consumer. We believe that the current environment will continue to place pressure on rapidly expanding, high-quality growth companies. We have concentrated the Fund on companies with a proven record of expanding profits even in unsettled economic times. Higher energy prices should benefit oil and gas producers and energy services companies. Going forward, we will be overweight energy (oil services) and financial services (banking/brokerage services and insurance) stocks while underweighting technology (communications equipment and software) and consumer staples (media and TV broadcasting.) B-8 Inception: March 29, 1986 GROWTH & INCOME FUND INDEPENDENCE INVESTMENT ASSOCIATES, INC. Paul F. McManus PUTNAM INVESTMENTS C. Beth Cotner [GRAPH] Growth & Income S&P 500. Growth & Income S&P 500. Fund Index Fund Index 12/31/90 $10,000 $10,000 01/31/96 $21,300 $22,266 01/31/91 10,449 10,442 02/29/96 21,576 22,479 02/28/91 11,145 11,190 03/31/96 21,852 22,695 03/31/91 11,406 11,456 04/30/96 22,098 23,029 04/30/91 11,401 11,488 05/31/96 22,609 23,623 05/31/91 11,844 11,980 06/30/96 22,733 23,720 06/31/91 11,266 11,432 07/31/96 21,659 22,664 07/31/91 11,655 11,967 08/31/96 22,175 23,145 08/31/91 11,905 12,249 09/30/96 23,205 24,445 09/30/91 11,760 12,048 10/31/96 23,772 25,115 10/31/91 11,933 12,209 11/30/96 25,354 27,021 11/30/91 11,518 11,716 12/31/96 24,918 26,492 12/31/91 12,596 13,055 01/31/97 26,201 28,137 01/31/92 12,375 12,812 02/28/97 26,344 28,365 02/29/92 12,522 12,976 03/31/97 25,318 27,185 03/31/92 12,311 12,722 04/30/97 26,545 28,808 04/30/92 12,702 13,092 05/31/97 27,985 30,577 05/31/92 12,827 13,163 06/30/97 29,088 31,940 06/30/92 12,732 12,972 07/31/97 31,688 34,476 07/31/92 12,734 13,495 08/31/97 30,083 32,559 08/31/92 12,911 13,222 09/30/97 31,832 34,344 09/30/92 13,056 13,374 10/31/97 30,635 33,197 10/31/92 13,033 13,422 11/30/97 31,787 34,734 11/30/92 13,541 13,875 12/31/97 32,341 35,331 12/31/92 13,717 14,056 01/31/98 32,690 35,723 01/31/93 13,858 14,159 02/28/98 35,358 38,299 02/28/93 14,052 14,350 03/31/98 37,336 40,260 03/31/93 14,487 14,659 04/30/98 37,439 40,666 04/30/93 14,101 14,299 05/31/98 37,030 39,967 05/31/93 14,467 14,686 06/30/98 38,602 41,590 06/30/93 14,609 14,734 07/31/98 38,151 41,149 07/31/93 14,530 14,665 08/31/98 32,294 35,199 08/31/93 15,115 15,223 09/30/98 33,951 37,455 09/30/93 15,142 15,111 10/31/98 36,978 40,500 10/31/93 15,400 15,418 11/30/98 39,191 42,954 11/30/93 15,263 15,273 12/31/98 42,123 45,428 12/31/93 15,545 15,460 01/31/99 43,536 47,327 01/31/94 16,007 15,978 02/28/99 42,184 45,855 02/28/94 15,541 15,547 03/31/99 43,433 47,690 03/31/94 14,939 14,871 04/30/99 45,263 49,535 04/30/94 15,199 15,064 05/31/99 43,943 48,366 05/31/94 15,257 15,310 06/30/99 46,973 51,051 06/30/94 14,980 14,931 07/31/99 45,365 49,458 07/31/94 15,385 15,426 08/31/99 44,829 49,210 08/31/94 15,957 16,053 09/30/99 43,592 47,862 09/30/94 15,486 15,667 10/31/99 46,142 50,892 10/31/94 15,733 16,025 11/30/99 46,676 51,925 11/30/94 15,211 15,437 12/31/99 47,579 54,983 12/31/94 15,459 15,663 01/31/00 47,808 52,223 01/31/95 15,777 16,070 02/29/00 48,957 51,236 02/28/95 16,400 16,693 03/31/00 45,974 56,247 03/31/95 16,763 17,187 04/30/00 44,819 54,554 04/30/95 17,252 17,688 05/31/00 49,836 53,436 05/31/95 17,826 18,386 06/30/00 48,617 54,750 06/30/95 18,232 18,818 07/31/00 47,976 53,896 07/31/95 18,814 19,445 08/31/00 48,744 57,243 08/31/95 18,936 19,498 09/30/00 48,151 54,221 09/30/95 19,757 20,314 10/31/00 51,130 53,993 10/31/95 19,628 20,243 11/30/00 48,040 49,738 11/30/95 20,456 21,134 12/31/00 34,913 49,982 12/31/95 20,748 21,525 Top Ten Holdings (as of December 31, 2000) - --------------------------------------------------------------------------- % of six months ago investments % of investments General Electric Co. 3.3% 5.9% Pfizer, Inc. 3.0% 0.9% Cisco Systems, Inc. 2.4% 4.6% Citigroup, Inc. 2.3% 4.1% Merck & Co., Inc. 2.2% 1.6% Microsoft Corp. 2.1% 7.1% Exxon Mobil Corp. 2.1% 1.4% Wal-Mart Stores, Inc. 1.9% 1.5% Intel Corp. N/A 3.1% Tyco International, Ltd. 1.9% 1.5% Average Annual Total Returns* - --------------------------------------------------------------------------- Growth & Income S&P 500 MorningStar Fund Index Peer Group+ -------- ----------- ----------- 1 Year -13.10% -9.11% -7.52% 3 Years 9.57 12.26 11.71 5 Years 15.44 18.35 17.02 10 Years 15.58 16.56 16.58 Top Ten Sectors (as of December 31, 2000) - --------------------------------------------------------------------------- % of % of investments investments Technology 28.1% Energy 5.6% Health Care 17.9% Consumer Cyclical 4.9% Financial 15.4% Utility 4.5% Capital Equipment 13.6% Consumer Staple 1.7% Retail 5.6% Basic Material 1.6% * Total returns are for the period ended December 31, 2000. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the Fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. . "Standard & Poor's 500" is a trademark of the McGraw-Hill companies, Inc. and has been licensed for use by John Hancock Life Insurance Company. The product is not sponsored, endorsed, fold or promoted by Standard & Poor's and Standard & Poor's makes no representation regarding the advisability of investing in the product. + Source: MorningStar, Inc. Data as of 12/31/00. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the MorningStar variable universe having a Large Blend investment category. B-9 PROPOSAL 3 John Hancock V.A. 500 Index Fund By Roger Hamilton, CFA, Portfolio Manager During 2000, the Standard & Poor's 500 Index posted one of its largest losses in more than a decade, declining 9.10% for the year. But the Index's losses seem worse than they really were. While technology and telecommunications stocks -- two of the most influential groups within the Index -- suffered painful declines during the year, more than 249 out of 444 stocks that were in the Index at the start of 2000 actually posted gains for the year. Among the year's bright spots were groups like drugs, electric utilities, energy, insurance, food and thrifts. Possibly the most notable trend in 2000 was the shift away from high-growth tech and telecommunications companies into more defensive, value-oriented stocks. After bidding up their prices in 1998, 1999 and the first quarter of 2000, investors suddenly and dramatically soured on both tech and telecom as they became increasingly concerned that the business fundamentals of most of these companies didn't justify their sky-high valuations. That's not to say that tech and telecom stocks were the year's only disappointments. Retailers, automotive companies and basic-material producers also posted losses as concerns about a slowing economy weighed heavily on these groups. FUND PERFORMANCE John Hancock V.A. 500 Index Fund had a total return of -9.28% at net asset value. By comparison, the average variable annuity S&P 500 Index objective fund had a total return of -9.32%, according to Lipper, Inc. Historical performance information can be found on page nine. In managing the Fund, our goal is to have our holdings closely track those of the S&P 500 Index, while minimizing the costs associated with buying and selling shares of stocks. Although there are frequent changes in the composition of the Index, we re-balance the Fund's holdings less frequently to minimize transaction costs. When we get additional money into the Fund that cannot immediately be deployed into Index components, we buy S&P 500 Index futures, which allow us to participate in the Index's performance without incurring the higher transaction costs of buying stocks. Incidentally, 2000 was one of those years when there were many changes in the composition of the Index. As a result of a variety of factors, including mergers and acquisitions, financial failures or others, more than 56 new companies were added to the Index during the year. LEADERS AND LAGGARDS Undoubtedly, the biggest story of 2000 was the reversal of fortune of tech and telecommunications stocks. After posting eye-popping gains in 1999 and the first quarter of 2000, the tech stock mania stalled. From Internet-related companies to software makers to hardware manufacturers, investors increasingly sold tech stocks as evidence mounted that the slowing economy was eating away at profits. Losses suffered by Internet access providers Yahoo! and AOL took a big toll on the Index's performance on a capitalization weighted basis, losing more than 85% and 54%, respectively, for the year. Lucent Technologies posted a loss of nearly 81%. Shares of the beleaguered e-tailer Amazon.com slid almost 80% as investors worried that holiday sales would weaken. WorldCom and AT&T both suffered losses in excess of 65% in the wake of falling long-distance prices. Dell Computer and Intel lost 65% and 27%, respectively, due to slower-than-expected demand for personal computers. Microsoft tumbled more than 62% on worries about the antitrust suit against the company, coupled with weaker demand for its software. But outside the tech and telecommunications sectors, nowhere was the S&P 500 Index's health more evident than in the financial and drug sectors. Finance company Washington Mutual and insurance giant American International Group posted gains of 105% and 36% in response to expectations that falling interest rates in 2001 would boost their financial results. Likewise, Fannie Mae got a lift from the prospect of falling rates, and posted a gain of more than 38%. Citigroup, up 22%, was also boosted by the prospect of lower interest rates. Within the drug sector, Pfizer and Merck each rose about 40% on investors' growing desire for defensive stocks and on expectations that the demand for established drugs will remain steady. Higher oil prices lifted energy stocks, particularly Enron, which rose more than 87% during the year. Rounding out the Index's top 10 biggest contributors for 2000 were two consumer products companies nearly left for dead in 1999. Philip Morris surged more than 91% and PepsiCo gained roughly 40%. B-10 OUTLOOK The first half of 2001 could continue to be a difficult period for the stock market. Given the slowing economy, we could see more disappointing earnings results. But after the Fed's surprise move to cut rates just days after the year ended, and with the prospect of more rate cuts in the offing, we are hopeful that it could provide the impetus for better stock-market performance in the second half of the year. No matter what the direction of the market, our goal will be to closely track the performance of the S&P 500 Index, and our performance will be dictated by the Index. The past year has served as a useful reminder that S&P 500 Index funds are susceptible to market downturns, and, as a result, the Fund's share price will rise and fall in response to gains or losses posted by the underlying stocks in the Index. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (8/29/96) ---------- ---------- Cumulative Total Returns (9.28%) 103.25% Average Annual Total Returns(1) (9.28%) 17.75% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) and the management fee to 0.l0% of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return for the one-year period and since inception would have been (9.86%) and 17.20%, respectively. [Table at bottom left-hand column entitled "Top Five Stock Holdings." The first listing is General Electric 4.1%, the second is ExxonMobil 2.5%, the third Pfizer 2.4%, the fourth Cisco Systems 2.2% and the fifth Citigroup 2.1%. A note below the table reads "As a percentage of net assets on December 31, 2000."] WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. 500 Index Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. 500 Index Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Standard & Poor's 500 Index and is equal to $22,043 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. 500 Index Fund on August 29, 1996 and is equal to $20,326 as of December 31, 2000. B-11 Inception: May 1, 1996 EQUITY INDEX FUND STATE STREET GLOBAL ADVISORS Management Team The year 2000 provided the first negative return of the S&P 500 since 1990. This is only the second calendar year since 1980 to finish in the red. For the year, the S&P 500 was down 9.09%. Technology stocks grabbed most of the headlines during the year. The Nasdaq Composite Index fell more than 50% from its high on March 10, and finished the year down approximately 40%. The news was not all bad, as Financials, Health Care and Utilities all posted strong returns. In fact, the S&P 500 ex-Technology posted a gain for 2000. The smaller stocks in the Index performed much better than the giants in 2000. The top quartile of names lost about 15% in 2000, while the other 4 quartiles all posted gains ranging from 9.6% to 17.3%*. Value stocks outperformed their growth counterparts by over 28% during the year. The Equity Index Fund return was -9.15% for the year. The Index return was - 9.09% for the year. Fees cost the Fund -0.17% during the year. Removing these from the calculation shows the Fund slightly outperformed its goal for the year. The Equity Index Fund attempts to track the performance of The S&P 500 Index by fully replicating the index. The Fund attempts to match the index holdings and weights for each security in order to provide returns close to the index return. [GRAPH] Equity Index S&P 500. Fund Index 5/1/96 $10,000 $10,000 5/31/96 10,210 10,258 6/28/96 10,231 10,300 7/31/96 9,825 9,842 8/30/96 9,971 10,050 9/30/96 10,509 10,615 10/31/96 10,787 10,906 11/29/96 11,561 11,734 12/31/96 11,423 11,504 1/31/97 12,133 12,218 2/28/97 12,221 12,317 3/31/97 11,736 11,805 4/30/97 12,409 12,510 5/30/97 13,119 13,278 6/30/97 13,727 13,870 7/31/97 14,821 14,971 8/29/97 13,993 14,139 9/30/97 14,756 14,913 10/31/97 14,267 14,415 11/28/97 14,887 15,083 12/31/97 15,169 15,342 1/1/98 15,336 15,513 2/27/98 16,441 16,631 3/31/98 17,280 17,482 4/30/98 17,455 17,659 5/29/98 17,151 17,355 6/30/98 17,850 18,060 7/31/98 17,664 17,868 8/31/98 15,096 15,285 9/30/98 16,067 16,264 10/30/98 17,369 17,587 11/30/98 18,419 18,653 12/31/98 19,484 19,727 1/29/99 20,296 20,551 2/26/99 19,669 19,912 3/31/99 20,464 20,709 4/30/99 21,252 21,510 5/28/99 20,743 21,003 6/30/99 21,904 22,168 7/31/99 21,220 21,477 8/31/99 21,115 21,369 9/30/99 20,541 20,784 10/31/99 21,833 22,099 11/30/99 22,274 22,548 12/31/99 23,592 23,876 1/31/00 22,400 22,677 2/29/00 21,978 22,249 3/31/00 24,120 24,425 4/30/00 23,394 23,690 5/31/00 22,910 23,204 6/30/00 23,475 23,775 7/31/00 23,108 23,404 8/31/00 24,546 24,857 9/30/00 23,245 23,545 10/31/00 23,146 23,446 11/30/00 21,326 21,598 12/31/00 21,433 21,704 Top Ten Holdings (as of December 31, 2000) - --------------------------------------------------------------------------- % of six months ago investments % of investments General Electric Co. 2.5% 3.6% Exxon Mobil Corp. 2.4% 2.0% Pfizer, Inc. 2.2% 0.9% Cisco Systems, Inc. 2.0% 2.5% Citigroup, Inc. 2.0% 1.3% Wal-Mart Stores, Inc. 2.0% 2.2% Microsoft Corp. 1.8% 4.3% American International Group, Inc. 1.7% 1.2% Merck & Co., Inc. N/A 1.1% Intel Corp. 1.4% 2.0% Average Annual Total Returns* - --------------------------------------------------------------------------- Equity Index S&P 500. MorningStar Fund(1) Index Peer Group+ ------------- ----------- ----------- 1 Year -9.15% -9.11% -7.52% 3 Years 12.21 12.26 11.71 Since Inception (5/1/96) 17.74 18.06 N/A Top Ten Sectors (as of December 31, 2000) - --------------------------------------------------------------------------- % of % of investments investments Technology 23.7% Consumer Staple 6.5% Financial 16.9% Retail 6.3% Health Care 13.5% Utility 6.2% Capital Equipment 10.2% Consumer Cyclical 5.5% Energy 6.8% Basic Material 2.4% (1) Returns reflect waiver of advisory fee, reimbursement of all non-advisory fund expenses, and extra-ordinary capital contributions of $84,000 in 1996 and $250,000 in 1997. * Total returns are for the period ended December 31, 2000. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. . "Standard & Poor's 500" is a trademark of The McGraw-Hill Companies, Inc. and has been licensed for use by John Hancock Life Insurance Company. The product is not sponsored, endorsed, sold or promoted by Standard & Poor's and Standard & Poor's makes no representation regarding the advisability of investing in the product. + Source: MorningStar, Inc. Data as of 12/31/00. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all the variable annuity and life sub-accounts within the Morningstar variable universe having a Large Blend investment category. * Source: Prudential Securities. B-12 PROPOSAL 4 John Hancock V.A. International Fund On December 14, 2000, Nicholas-Applegate Capital Management assumed management responsibility for the Fund under a new subadvisory agreement that shareholders will be asked to formally approve in an upcoming proxy solicitation. Founded in 1984, Nicholas-Applegate is a recognized leader in U.S. equity, global and international equity management and currently manages more that $35 billion for institutional and individual investors. The discussion below provides a summary of the Fund's performance for the year, followed by commentary from the new managers on their investment style and strategies going forward. The year 2000 was a difficult one for foreign stock markets as a group, led by a significant downturn in Japan, where economic problems prevailed, its currency fell and its main market index -- the Nikkei -- suffered from a reshuffling that upped the technology weighting. The year began on the same high that closed out 1999, as the "TMT" sectors - -- technology, media and telecommunications -- were soaring. But the tide turned in March, when TMT stocks worldwide began a dramatic plunge as fears grew that many of these stocks were far too expensive in the face of a potential slowdown in the global economy and earnings growth. In a major reversal of fortunes, the more cyclical, attractively valued old-economy stocks began to make a comeback. A number of factors continued to keep overseas markets volatile -- and their results contained -- through the year's end. These included rising oil prices, rising interest rates -- first in the United States and then in Europe and elsewhere -- a slowdown in the U.S. economy later in the year and the growing downturn in the U.S. stock market. What's more, declines in many of emerging Asia's currencies and the continuing drop in the value of the euro hurt U.S.-based investors. Overall, overseas markets, as measured by the Fund's benchmark, the MSCI All Country World Free Ex-U.S. Index, lost ground, returning -16.34% for the year ended December 31, 2000. FUND PERFORMANCE For the year ended December 31, 2000, John Hancock V.A. International Fund posted a total return of -25.17% at net asset value, compared with the -14.72% return of the average variable annuity international fund, according to Lipper, Inc. Historical performance information can be found on page 27. The Fund's relative underperformance came mainly from its timing in the volatile TMT sectors. Although overweight versus the MSCI index, the Fund had a lighter weighting than its peers when the tech group skyrocketed early in the year. After boosting the TMT stake, the Fund was hit by having an overweighted position -- particularly in Japan and Europe -- as the stocks came back down to earth in the tumultuous months of March and April. Some of the Fund's biggest detractors came from the tech and telecom sectors, including Japanese companies Sony, Hikari Tsushin and NTT DoCoMo Communications. The Fund was also hurt by its large stake in European telecom giant Vodafone, which was pounded after its announced plan to acquire Mannesman, although Mannesman's stock rose on the news and was one of the Fund's best performers. Nortel Networks and British Telecom were two telecom companies that plunged following profit warnings. NEW MANAGEMENT: STRATEGIES AND CHANGES By Randall Kahn, CFA, and Loretta Morris, for the Portfolio Management Team On December 14, 2000, Nicholas-Applegate Capital Management assumed management of the Fund. The cornerstone of our investment philosophy rests on identifying investment opportunities that have three core attributes. We look for companies that are poised to benefit from positive change -- such as innovation, new leadership or higher-than-expected earnings; that are in a position to sustain this positive change over time; and that are beginning to be recognized by the market through rising stock prices. When all three criteria are met, we seek to invest in a timely fashion to maximize gains. We are first and foremost bottom-up stock pickers, focusing on selecting individual stocks with superior earnings potential. But we also have a strict process in place to regularly assess political, economic, monetary and technology factors in each country. This active approach to country allocation guides our decisions on whether to overweight or underweight specific countries in the portfolio. B-13 Upon assuming management of the Fund on December 14, 2000, we began to gradually transition the portfolio to be consistent with our investment approach. We moved to pare the number of holdings in order to maintain larger positions in fewer names and to make the Fund less country and sector neutral. We also further reduced the Fund's exposure to the volatile technology sector. Our bottom-up process guided us to begin cutting the Fund's stake in Japan -- particularly in the construction and banking sectors -- as we foresee little growth in that country in the coming months. The shift out of Japan will continue in the new year. In its place, we have identified more attractive opportunities in the United Kingdom and have begun to shift some assets there. Due to year-end liquidity issues, these moves are being made with deliberate slowness. A LOOK AHEAD Many of the uncertainties haunting the world's markets in 2000 may linger in 2001. Technology stocks may remain under pressure in the coming quarters, as valuations for many technology leaders remain high. In addition, although global central banks seem to be done hiking interest rates, the lagged effects of their tightenings will continue to slow world activity well into 2001, according to International Strategy and Investment. Going forward, we are focusing on companies that are posting strong earnings, and we will take a more defensive stance by investing in the food, pharmaceutical, utilities, financials and energy/oil service sectors. International investing involves special risks such as political, economic and currency risks and differences in accounting standards and financial reporting. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (8/29/96) ---------- ---------- Cumulative Total Returns (25.17%) 28.90% Average Annual Total Returns(1) (25.17%) 6.02% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return for the one-year period and since inception would have been (27.26%) and 4.40%, respectively. [Pie chart at bottom left-hand column with heading "Portfolio Diversification." The chart is divided into seven sections (from top to left): Pacific Rim ex-Japan 8%, Short-Term Investments & Other 28%, Latin America 1%, U.K. & Ireland 11%, Continental Europe 26%, Canada 5% and Japan 21%. A note below the chart reads "As a percentage of net assets on December 31, 2000."] WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. International Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Morgan Stanley Capital International (MSCI) All Country World Free Ex-U.S. Index, which measures the performance of a broad range of developed and emerging stock markets. The index represents securities that are freely traded on a variety of equity exchanges around the world. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. International Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the MSCI All Country World Free Ex-U.S. Index and is equal to $13,601 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. International Fund on August 29, 1996 and is equal to $12,889 as of December 31, 2000. B-14 Inception: August 31, 1999 INTERNATIONAL EQUITY FUND GOLDMAN SACHS ASSET MANAGEMENT Maeda/Noble/Orchard During the one-year reporting period the International Equity Fund generated a total cumulative return of -14.37% at net asset value versus the -13.96% total cumulative return of the Fund's benchmark, the MSCI EAFE Index. As these returns indicate, it has been an extremely challenging period in the financial markets. During the period we strategically moved to reduce the size of our sector positions (overweight or underweight) in response to high market volatility and intra-market rotation. We have focused instead on our key strength, bottom-up stock selection. Very few equity markets posted positive returns during the year. From a country standpoint the Fund's strongest absolute returns came from Sweden and Switzerland, while our stocks originating from Japan and The Netherlands generated weak performance. On a sector basis, our Consumer Staples and Utilities stocks enhanced returns, while our Telecom Services, Information Technology and Industrial stocks produced poor results. In terms of individual stocks, Epcos (0.0% of the total Fund at 12/31/00), Reuters Group (0.6%) and Unilever (1.6%) were examples of stocks that enhanced performance. Conversely, Advantest (0.2%), Rohm Co. (0.6%), TDK Corp. (0.0%) and United Pan-Europe Communications (0.3%) all produced disappointing results. [GRAPH] International MSCI EAFE Equity Fund Index 8/31/99 $10,000 $10,000 9/30/99 9,936 10,103 10/31/99 10,308 10,484 11/30/99 11,104 10,851 12/31/99 12,149 11,826 1/31/00 11,524 11,077 2/29/00 12,106 11,377 3/31/00 12,440 11,820 4/30/00 11,838 11,201 5/31/00 11,567 10,930 6/30/00 11,852 11,359 7/31/00 11,411 10,886 8/31/00 11,366 10,983 9/30/00 10,814 10,450 10/31/00 10,580 10,205 11/30/00 10,129 9,825 12/31/00 10,403 10,177 Top Ten Holdings (as of December 31, 2000) - -------------------------------------------------------------------------- % of six months ago investments % of investments Vodafone AirTouch plc 2.5% 1.4% GlaxoSmithKline plc 2.1% N/A Nokia Oyj 2.0% 2.5% Nestle SA 1.9% 0.6% Royal Dutch Petroleum Co. 1.7% N/A ING Groep NV 1.7% 0.8% BP Amoco plc 1.6% 1.1% Unilever plc 1.5% 0.4% Telefonaktiebolaget LM Ericsson AB N/A N/A Roche Holding AG 1.4% 0.9% Average Annual Total Returns* - --------------------------------------------------------------------------- International MSCI EAFE MorningStar Equity Fund Index Peer Group+ ------------- ------------ ----------- 1 Year -14.37% -13.95% -15.51% Since inception (8/31/99) 3.01 1.32 N/A Top Ten Countries (as of December 31, 2000) - --------------------------------------------------------------------------- % of % of investments investments United Kingdom 20.0% Sweden 4.7% France 10.1% Italy 2.7% Netherlands 7.3% Finland 2.6% Switzerland 6.6% Australia 2.4% Germany 6.0% Spain 2.3% * Total returns are for the period ended December 31, 2000, returns represent past performance, assume reinvestment of all distributions, and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. There are special risks associated with international investing, including currency fluctuations, political and economic instability, foreign taxation and different accounting standards, as outlined in the current prospectus. + Source: MorningStar, Inc. Data as of 12/31/00. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Foreign Stock with Large Cap investment category. B-15 PROPOSAL 5 John Hancock V.A. Mid Cap Growth Fund By Barbara C. Friedman, CFA, Portfolio Management Team Leader Mid-cap growth stocks held up well in the volatile first half of 2000, but eventually faltered amid a sharp slowdown in economic growth. Early in the year, mid-cap stocks, with their strong earnings and more reasonable valuations, remained in favor. In March, however, investors abandoned technology stocks, concerned that they had reached unsustainably high prices in light of rising interest rates and a potential deceleration in the economy. Growth stocks of all sizes suffered, while safer haven sectors like finance, health care, energy and utilities took off. By the fourth quarter, there was evidence of much slower economic growth. Weaker consumer and corporate spending hurt sales in many sectors. Stock prices fell, with the Russell Midcap Growth Index returning -11.75% for 2000. STRATEGY AND PERFORMANCE REVIEW In this difficult environment, John Hancock V.A. Mid Cap Growth Fund maintained its long-term focus on mid-size companies with strong earnings growth prospects and market capitalizations in the range of the Russell Midcap Growth Index. The Fund's above-average stake in both technology and telecommunications stocks, along with weak performance among radio stocks, resulted in a -11.73% return at net asset value for the year ended December 31, 2000. By comparison, the average variable annuity mid-cap fund, which includes funds that invest in both mid-cap growth and value stocks, returned 5.21%, according to Lipper, Inc. Historical performance information appears on page 15. TELECOM AND RADIO DISAPPOINTMENTS The Fund maintained a high stake in competitive local exchange carriers (CLECs) such as Global Crossing, McLeodUSA, XO Communi cations (formerly NEXTLINK) and Allegiance Telecom. Concerns that some CLECs would be unable to obtain funding to build out their systems hurt the entire sector, sending stock prices down 50% or more for the year. We held on to CLECs that were fully funded through 2001 and, in many cases, beyond. In addition, most of our companies ended the year in better shape fundamentally than a year earlier, having added new customers and access lines faster than anticipated. Radio stocks also declined significantly last year, as investors anticipated a huge slowdown in advertising spending in 2001. We sold smaller, specialized names like Radio One last summer. But during the fall, we added shares of leading broadcasters like Clear Channel Com munications and His panic Broadcasting, believing that inves tors had overreacted to what should be a less precipitous drop in ad spending. TECHNOLOGY BRIGHT SPOTS We lightened up on technology over the summer, but kept a market weighting because we expect technology spending to continue to outpace the growth rate of the overall economy. We focused on stocks in the fast-growing areas of data storage and fiber optics. Companies like Brocade Communications Systems, which provides switches for storage systems, benefited as the Internet explosion increased data storage demands. Many top performers for the year were fiber-optics-related businesses, including Corning, a leading fiber supplier, which we sold mid-year; E-Tek Dynamics, an equipment manufacturer, which was bought out; and Applied Micro Circuits, which sells integrated circuits. Comverse Technology also did quite well as demand grew for the profitable, value-added services (like voice mail) that it provides to telephone companies. Unfortunately, we had our share of technology disappointments, including Lexmark International, which makes printers. As PC demand failed to pick up this fall, the stock got hammered, causing us to sell. STRENGTH IN FINANCE AND HEALTH CARE We used the proceeds from our technology sales to add to our finance and health-care investments. Finance stocks climbed largely in anticipation of declining interest rates. Concord EFS, a company that specializes in electronic transaction processing for credit cards, also soared as demand for its services increased. USA Education (formerly Sallie Mae), which makes student loans, benefited from a favorable competitive environment and a recent acquisition. Other strong performers included Ambac Financial Group, a municipal bond insurer that is expanding internationally, and Golden West Financial, a California savings and loan with a sizable mortgage business. In the health-care area, Waters Corp. and Applera Corp.--Applied Biosystems Group posted strong gains as demand increased for the analytical equipment they supply to biotech companies. We added health-care service names like Community Health Systems, a well-managed chain of rural hospitals that took off after going public this summer. Allergan, a drug company that specializes in eye diseases, also boosted performance as investors looked for safer-haven investments. B-16 OUTLOOK FOR 2001 As we start 2001, we believe the environment will be one of uncertainty, continued volatility and more modest gains. We expect more companies to announce earnings disappointments related to the rapid deceleration in economic growth. But economic growth, though low, should remain positive, as business in many sectors remains strong. Inflation should also remain under control. The fact that the Federal Reserve acted quickly after year end to cut interest rates bodes well for the economy - -- and for the market. Going forward, we expect a variety of sectors to participate in any market upturn, although there will also be more distinct winners and losers within each sector. For this reason, we have distributed the Fund's assets across a wider array of sectors with a focus on the strongest mid-cap stocks in each sector -- names that should be among the first to rebound in an economic recovery. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (1/7/98) ---------- ---------- Cumulative Total Returns (11.73%) 52.13% Average Annual Total Returns(1) (11.73%) 15.12% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return for the one-year period and since inception would have been (11.83%) and 13.55%, respectively. [Table at bottom left hand column entitled "Top Five Stock Holdings." The first listing is Waters Corp. 2.3%, the second is Millennium Pharmaceuticals 1.9%, the third Aeroflex 1.8%, the fourth AFLAC, Inc. 1.8% and the fifth McLeodUSA 1.8%. A note below the table reads "As a percentage of net assets on December 31, 2000."] WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Mid Cap Growth Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in both the Standard & Poor's 500 Index and the Russell Midcap Growth Index. The Standard & Poor's 500 Index is an unmanaged index that includes 500 widely traded common stocks and is a commonly used measure of stock market performance. The Russell Midcap Growth Index is an unmanaged index that contains those securities from the Russell Midcap Index with a greater-than-average growth orientation. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Mid Cap Growth Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are three lines. The first line represents the Russell Midcap Growth Index and is equal to $15,737 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Mid Cap Growth Fund on January 7, 1998 and is equal to $15,213 as of December 31, 2000. The third line represents the Standard & Poor's 500 Index and is equal to $14,148 as of December 31, 2000. B-17 Inception: August 31, 1999 FUNDAMENTAL GROWTH FUND (FORMERLY FUNDAMENTAL MID CAP GROWTH FUND) PUTNAM INVESTMENTS Eric M. Wetlaufer Effective August 1, 2000 Putnam Investments assumed management of the Fund. The Fund returned -20.91% for the fourth quarter, outpacing the Russell Mid Cap Growth Index return of -23.25%. Outperformance in this hostile environment for growth investing was largely due to adept stock selection, particularly in the battered technology sector. Selection in health care contributed early in the period but detracted in the fourth quarter largely due to weakness in biotechnology. Energy, utilities, and financial holdings benefited performance throughout the period. Communications services holdings hurt results. The U.S. equity market remains extremely volatile as we begin the new year. We anticipate additional earnings disappointments, especially in stocks leveraged to the consumer. In the light of signs that the economy is slowing significantly, we expect several interest-rate cuts over the first half of 2001. High energy prices will continue to act as a tax on the economy, reducing consumers' disposable income and adding pressure to corporate profit margins. A forecasted colder-than-average winter will exacerbate the effect of higher oil and natural gas prices on local economies and on consumer spending. We expect growing unemployment and business failures--especially in the dot- com universe. As a result, consumer confidence will continue to erode, creating a difficult environment for retailers. We have concentrated the Fund on growth companies with a proven track record of expanding profits even in unsettled economic times. Higher energy prices should benefit oil and gas producers and energy services companies. Within the financial sector we will emphasize the regional banks and credit-cards issuers that should benefit from Fed rate cuts. While underweighting technology as a whole--particularly semiconductors and components--we will overweight software and communications and equipment. Within the underweight sector of consumer staples, we will emphasize broadcasting and restaurants, while underweighting foods. [GRAPH] Fundamental Russell Mid Cap Growth Fund Growth Index 8/31/99 $10,000 $10,000 9/30/99 10,000 9,915 10/31/99 10,836 10,681 11/30/99 12,529 11,788 12/31/99 15,457 13,829 1/31/00 15,972 13,826 2/29/00 22,030 16,732 3/31/00 18,801 16,749 4/30/00 16,532 15,122 5/31/00 14,461 14,020 6/30/00 18,224 15,507 7/31/00 17,402 14,526 8/31/00 18,979 16,716 9/30/00 18,950 15,899 10/31/00 17,465 14,811 11/30/00 13,822 11,593 12/31/00 14,989 12,204 Top Ten Holdings (as of December 31, 2000) - --------------------------------------------------------------------------- % of six months ago investments % of investments Allergan, Inc. 2.6% N/A Brocade Communications Systems, Inc. 2.4% 0.2% Palm, Inc. 2.2% N/A Applera Corporation - 2.2% N/A Applied Biosystems Group Medimmune, Inc. 1.9% 0.4% Rational Software Corp. 1.9% 0.2% PerkinElmer, Inc. 1.8% N/A Immunex Corp. 1.8% N/A Transocean Sedco Forex, Inc. N/A N/A Symbol Technologies, Inc. 1.7% N/A Average Annual Total Returns* - --------------------------------------------------------------------------- Fundamental Russell Mid Cap MorningStar Growth Fund Growth Index Peer Group+ --------------- --------------- ----------- 1 Year -3.03% -11.75 -7.87 Since Inception (8/31/99) 35.44 16.11 N/A Top Ten Sectors (as of December 31, 2000) - --------------------------------------------------------------------------- % of % of investments investments Technology 37.5% Retail 4.5% Health Care 25.3% Utility 3.3% Energy 9.9% Consumer Cyclical 2.8% Financial 7.5% Consumer Staple 1.9% Capital Equipment 6.0% Transportation 1.4% * Total returns are for the period ended December 31, 2000. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Small-company investing entails special risks as outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. + Source: MorningStar, Inc. Data as of 12/31/00. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the MorningStar variable universe having a Mid Cap Growth investment category. B-18 PROPOSAL 6 John Hancock V.A. Small Cap Growth Fund By Bernice S. Behar, CFA, Portfolio Management Team Leader, and Anurag Pandit, CFA, Portfolio Manager After a very strong 1999, small-cap growth stocks sank under the weight of falling technology and telecommunications stocks in 2000. Rising interest rates and growing earnings concerns in the face of a slowing economy caused investors to flee these high-priced sectors that had held their undivided attention until mid March. This reversal sent the tech-heavy NASDAQ Composite Index down 39.29% for the year, as investors became more focused on less expensive and more defensive segments of the market like health care, financial and energy stocks. Value stocks replaced growth stocks as the place to be. The result was a huge gap in performance between two of the major indexes that track small-cap stocks, with the Russell 2000 Value Index gaining 22.83% and the Russell 2000 Growth Index losing 22.43% for the year ended December 31, 2000. FUND PERFORMANCE John Hancock V.A. Small Cap Growth Fund performed in line with its benchmark Russell 2000 Growth Index, posting a total return of -22.33% at net asset value for the year ended December 31, 2000. That compared with the 0.24% return of the average variable annuity small-cap fund, according to Lipper, Inc. Our relative underperformance stems from the fact that this Lipper group includes funds that were able to invest in more value-oriented stocks. Furthermore, while we were underweight in technology versus our benchmark index, we remained overweighted versus the peer group. We also suspect that some of our peers held on to more of the stocks that recently graduated from small-cap to mid-cap status on their strong performance, since mid-cap companies produced some of the best relative earnings growth. In contrast, we typically sell companies once they grow too big for our small-cap focus. INDIVIDUAL TECH STANDOUTS Despite the tech and telecom group's difficult run this year, good individual stock picking provided us with some standouts, including Internet software company Interwoven and telecommunications equipment companies Virata and Powerwave. While these helped us to outperform the index in the technology category, the group's results were still negative and held us back, especially in the Internet area. Some big detractors were Mediaplex and Broadbase Software, both of which help companies develop their Web sites and target their advertising; they were hurt as the Internet advertising model started to come into question. At appropriate times we sold some of these stocks. GOING DEFENSIVE: HEALTH CARE, FINANCIALS, ENERGY As questions arose over the year about the strength of user demand across all technology and telecom subsectors, we pared our stakes and put the proceeds into more defensive areas where we felt the relative earnings growth potential appeared more certain for the foreseeable future. These included health care, financials and energy. A large piece of our health-care stake was in biotechnology companies, where a string of good news -- from the completion of the Human Genome Project, to a flood of new products, increased spending and a favorable capital markets environment -- bodes well for the group. Although biotech stocks have a tendency to be volatile, many of our biotech companies served us well on balance for the year, including CV Therapeutics, COR Therapeutics, NPS Pharmaceuticals and Alkermes. In fact, by the end of the year, we took some profits in our biotech stake not only to lock in gains, but also to position the Fund more defensively and reduce our risk level. In addition to biotech, we built our weighting across a number of health-care industries, including medical device companies such as Wilson Greatbatch Technologies and distributors such as AmeriSource Health and Bindley Western Industries, which received a takeover proposal from one of the largest health-care distributors. We also upped our stake in rural hospital companies LifePoint Hospitals and Province Healthcare. Their results have improved, and their stock prices too, through a combination of aggressive management of the hospitals they run and positive pricing trends. We brought our weighting in financial stocks up to our benchmark's level by buying several regional banks with strong growth rates, such as Texas banks Southwest Bancorp and Sterling Bancshares. We also added several specialty property and casualty companies like HCC Insurance and title insurance company Fidelity National, all of which we believe will benefit from a lower interest-rate environment. B-19 With rising oil prices and a pickup in exploration, we added to energy companies like Lone Star Technologies, Pride International and Newfield Exploration. Companies serving the natural gas industry, like Universal Compression, did especially well. A LOOK AHEAD In the short term, we expect small-cap stocks to remain volatile while the economy continues to slow and companies adjust their earnings downward. We're more optimistic about later in the year, however, as small-cap growth stock valuation levels are more attractive now and companies will have a better chance of beating lowered expectations. This is especially true in the wake of the Fed's surprise cut in short-term interest rates just days after the year ended to prevent the economy from stalling. Even with a slowing economy, we remain confident in our ability to find good small companies with accelerating and sustainable earnings growth, dominant positions and strong management. We believe we will be rewarded for holding such companies over the long term. See the prospectus for a discussion of the risks of investing in small-cap stocks. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (8/29/96) ---------- ---------- Cumulative Total Returns (22.33%) 57.38% Average Annual Total Returns(1) (22.33%) 11.02% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return for the one-year period and since inception would have been (22.43)% and 10.03%, respectively. [Table at bottom left-hand column entitled "Top Five Stock Holdings." The first listing is Newfield Exploration 1.5%, the second is Corporate Executive Board 1.5%, the third Bindley Western Industries 1.4%, the fourth AmeriSource Health Corp. 1.4% and the fifth LifePoint Hospitals 1.3%. A note below the table reads "As a percentage of net assets on December 31, 2000."] WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Small Cap Growth Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Russell 2000 Index and the Russell 2000 Growth Index. The Russell 2000 Index is an unmanaged small-cap index that is comprised of 2,000 U.S. stocks. The Russell 2000 Growth Index is an unmanaged index that contains Russell 2000 Index stocks with a greater-than-average growth orientation. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Small Cap Growth Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are three lines. The first line represents the Russell 2000 Index and is equal to $16,219 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Small Cap Growth Fund on August 29, 1996 and is equal to $15,738 as of December 31, 2000. The third line represents the Russell 2000 Growth Index and is equal to $14,370 as of December 31, 2000. B-20 Inception: May 1, 1996 SMALL CAP GROWTH FUND JOHN HANCOCK ADVISERS, INC. Bernice Behar The fourth quarter brought yet another challenging environment for equity investors. A steady stream of pessimistic news fueled the volatility. Many companies, across a broad spectrum of industries, reported lower than expected earnings or reduced future growth rates. This led investors to more value- oriented sectors such as utilities, energy, financial services and certain health care groups. The trend caused a wide divergence between growth and value--a trend most pronounced in the small caps. The Fund was hurt by this market environment and underperformed the benchmark declining (21.43)% versus (20.2%) for the Russell 2000 Growth Index. Our healthcare holdings produced mixed results. After many months of impressive performance, biotechnology stocks stalled in October. Our sizeable allocation hurt performance as they underperformed through quarter end. Fortunately, we purchased many biotechnology names in early 2000 at prices well below current levels. Recently, their Fundamental outlook has weakened. As a result, we expect to lock-in current profits. We also owned several strong performing health care services companies. These stocks benefited from increased government reimbursement due to the Balanced Budget Refinement Act. The more reasonable reimbursement levels improved profit margins and revenue growth. In addition, patient volumes have increased as HMOs eased restrictions on admissions. We remain positive on the longer-term position for these stocks and expect maintain a focus to this group. Technology stocks were among the weakest performers in the benchmark declining over 36%. Lofty valuations coupled with a barrage of bad news caused the dramatic sell-off. We were underweight which helped relative performance versus our benchmark. Despite our reduced exposure, the sector's dismal results adversely impacted absolute performance. We expect negative news to continue through early 2001 extending the period of volatility. Accordingly, we will continue to underweight this sector. [GRAPH] Russell 2000 Small Cap Growth Index Growth Fund 5/1/96 $10,000 $10,000 5/31/96 10,513 10,599 6/28/96 9,830 10,294 7/31/96 8,629 9,480 8/30/96 9,268 10,298 9/30/96 9,745 11,151 10/31/96 9,325 10,170 11/29/96 9,585 9,976 12/31/96 9,771 9,950 1/31/97 10,016 10,302 2/28/97 9,411 9,638 3/31/97 8,746 8,962 4/30/97 8,645 8,763 5/30/97 9,944 9,781 6/30/97 10,281 10,514 7/31/97 10,808 11,205 8/29/97 11,132 11,571 9/30/97 12,020 12,817 10/31/97 11,298 11,834 11/28/97 11,029 11,387 12/31/97 11,036 11,370 1/1/98 10,889 11,170 2/27/98 11,850 12,062 3/31/98 12,348 12,788 4/30/98 12,423 12,730 5/29/98 11,521 11,856 6/30/98 11,639 12,366 7/31/98 10,667 11,537 8/31/98 8,205 8,966 9/30/98 9,037 9,701 10/30/98 9,509 10,230 11/30/98 10,247 11,424 12/31/98 11,174 13,017 1/29/99 11,677 13,456 2/26/99 10,609 12,384 3/31/99 10,986 13,341 4/30/99 11,956 13,873 5/28/99 11,975 13,626 6/30/99 12,606 14,903 7/31/99 12,217 15,022 8/31/99 11,760 14,920 9/30/99 11,987 15,236 10/31/99 12,294 16,337 11/30/99 13,593 18,479 12/31/99 15,988 22,179 1/31/00 15,840 21,633 2/29/00 19,526 27,928 3/31/00 17,474 25,551 4/30/00 15,709 21,939 5/31/00 14,333 19,338 6/30/00 16,184 23,398 7/31/00 14,797 21,153 8/31/00 16,354 23,673 9/30/00 15,541 22,478 10/31/00 14,279 20,010 11/30/00 11,686 16,004 12/31/00 12,401 17,425 Top Ten Holdings (as of December 31, 2000) - ----------------------------------------------------------------------------- % of six months ago investments % of investments Bindley Western Industries, Inc. 1.4% N/A Corporate Executive Board Co. 1.3% 0.6% LifePoint Hospitals, Inc. 1.3% N/A Province Healthcare Co. 1.3% N/A AmeriSource Health Corp. 1.3% N/A NewField Exploration Co. 1.2% 0.5% Fidelity National Financial, Inc. 1.2% N/A Universal Compression Holdings 1.2% N/A Affiliated Managers Group, Inc. N/A 0.4% NPS Pharmaceuticals, Inc. 1.2% N/A Average Annual Total Returns* - ----------------------------------------------------------------------------- Small Cap Russell 2000 MorningStar Growth Fund Growth Index Peer Group+ ----------- ------------ ----------- 1 Year -21.43% -22.43% -9.18% 3 Years 15.30 3.96 15.10 Since Inception (5/1/96) 12.63 4.72 N/A Top Ten Sectors (as of December 31, 2000) - ----------------------------------------------------------------------------- % of % of investments investments Technology 26.5% Energy 7.3% Health Care 23.0% Capital Equipment 5.2% Financial 11.7% Transportation 1.8% Retail 7.7% Utility 0.9% Consumer Cyclical 7.6% Basic Material 0.8% * Total returns are for the period ended December 31, 2000. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Small company investing entails special risks as outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. + Source: MorningStar, Inc. Data as of 12/31/00. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for the sub-accounts of all variable annuity and life products within the Morningstar variable universe having a Small Growth investment category. B-21 PROPOSAL 7 John Hancock V.A. Bond Fund By James K. Ho, CFA, Portfolio Management Team Leader, and Benjamin A. Matthews, Portfolio Manager The broad fixed-income market had a better time of it this year than last, although corporate bonds experienced a fair amount of volatility and uncertainty. John Hancock V.A. Bond Fund's heavy weighting in U.S. government and agency issues was the primary driver of Fund performance, as this fixed-income segment produced the best results. Selectivity and in-depth research proved essential in the corporate area as well, particularly given the turbulence caused by the slowing economy. Overall, it was flexibility in asset allocation that enabled the Fund to post solid gains. FUND PERFORMANCE For the year ended December 31, 2000, John Hancock V.A. Bond Fund produced a total return of 11.89% at net asset value. This compares favorably with the 9.79% return of the average variable annuity corporate debt A-rated fund, according to Lipper, Inc. For historical performance information, please turn to page 39. DEFENSIVE APPROACH DEFINES PORTFOLIO COMPOSITION Early in the year, we began to build in some more defensive characteristics into the Fund's portfolio and further enhanced that approach as the period progressed. Calendar 2000 was the year in which the Treasury market was king. The run on Treasury securities, particularly longer-term issues, began in February and continued unabated through period's end. The U.S. government's budget surplus prompted the Treasury to propose a buyback of millions of dollars worth of bonds in coming years, jumpstarting a dramatic rally in its long-term bonds. The Federal Reserve Board continued to raise interest rates through mid-May, further strengthening the rally as investors looked past the rate hikes to their intended effect -- a slowdown in the economy. Stock market volatility simply stoked the fire as investors rushed to the relatively safe haven of U.S. government securities. Our strategy in the Treasury arena was at first to cluster assets at both the long-end and short-end of the Treasury yield curve, reflecting our belief that the yield curve would flatten. (The yield curve is a plotting of yields across the maturity spectrum.) By early summer, with the curve having flattened, we not only increased the Fund's exposure to Treasury securities but moved some assets into intermediate-term issues so that by period's end we had a laddered approach in place. We also bolstered the Fund's weighting in mortgage-backed and agency securities. All performed extremely well. UPGRADED CREDIT QUALITY Credit quality concerns played a big role in investor sentiment this past year. As the economy showed concrete signs of not only slowing, but perhaps slowing too much, investors became increasingly skittish about the creditworthiness of corporate issuers. This fear, combined with the strength of the Treasury market, caused credit yield spreads to widen dramatically. As you may know, credit spreads represent the difference in yield between bonds of different credit quality. The more credit sensitive an issue was, the greater the downward pressure. Over the period, we focused our attention on higher-quality issues within both the investment-grade and high-yield arenas. One such holding is General Electric Capital Corp. For the most part, we held smaller positions in the longer-maturity securities represented in the Fund, though at times we swapped into the shorter-term debt of corporate issuers that we already owned. DECREASED HIGH-YIELD EXPOSURE The high-yield sector suffered the most. Any corporate issuer that had even a hint of difficulty in meeting earnings projections witnessed the floor dropping out from under its bond prices. Defaults increased substantially. We trimmed the portfolio's exposure to high-yield debt by selling among other bonds those issued by telecommunication companies. These included Global Crossing, NEXTLINK Communications and Focal Communications. TROUBLED NAMES SOLD EARLY Thorough research and daily monitoring of securities proved vital to performance as the economy weakened. We were able to move out of several troubled names before the brunt of negative sentiment and price declines were realized. Holdings we sold included Dillard's Inc., Conseco, FINOVA Capital Group and two beaten down California utility companies -- Pacific Gas & Electric and Southern California Edison. B-22 UTILITIES, DEFENSE, HEALTHCARE, ENERGY EMPHASIZED We focused more on industries that tend to be relatively stable and insulated from an economic slowdown. These include utility, defense, healthcare, and energy-related issues, such as Verizon, Keyspan, CalEnergy, NRG, Lockheed Martin, Raytheon, Tenet Healthcare, Hospital Corporation of America, Amerada Hess and Apache. We also maintained sizable positions in high-demand media names such as Continental Cablevision. OUTLOOK Shortly after the close of 2000, the Fed cut short-term interest rates by one-half a percentage point. Bond prices rose and corporate spreads narrowed. While nothing is guaranteed, the outlook for corporate bonds appears much improved. Investors seem to be now anticipating the possibility of economic strengthening and greater corporate profitability down the road. Though we are encouraged, we will watch the economy closely to determine whether or not too much weakness has already set in. We shall move ahead with cautious optimism and consider opportunities to add selectively to high-yield and cyclical issues. Our duration, or interest rate sensitivity, remains relatively neutral, though we have begun to shorten it slightly, believing that yields in the government sector don't have much room to fall further. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (8/29/96) ---------- ---------- Cumulative Total Returns 11.89% 38.98% Average Annual Total Returns(1) 11.89% 7.88% YIELD For the period ended December 31, 2000 SEC 30-DAY YIELD ---------- John Hancock V.A. Bond Fund(1) 5.84% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return for the one-year period and since inception would have been 11.72% and 6.95%, respectively, and the yield would have been 5.63%. [Table at bottom left-hand column entitled "Top Five Sectors." The first listing is U.S. Government 37%, the second is U.S. Agencies 24%, the third Mortgage Banking 6%, the fourth Utilities 6% and the fifth Finance 4%. A note below the table reads "As a percentage of net assets on December 31, 2000."] WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Bond Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Lehman Brothers Corporate Bond Index -- an unmanaged index that mirrors the investment objectives and characteristics of the Fund. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Bond Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Bond Fund on August 29, 1996 and is equal to $13,897 as of December 31, 2000. The second line represents the Lehman Brothers Corporate Bond Index and is equal to $13,466 as of December 31, 2000. B-23 Inception: March 29, 1986 ACTIVE BOND FUND (FORMERLY SOVEREIGN BOND FUND) JOHN HANCOCK ADVISERS, INC. James Ho During the quarter the Fund gained 3.84%, underperforming the Lehman Aggregate Index at 4.21%. YTD the Fund performed well on an absolute basis, returning 10.45%, though underperforming the index return of 11.63%. Underperformance can be attributed to the Fund's bias towards spread product, as most spread sectors underperformed Treasuries for both periods. Treasuries had their best year of performance since 1995. Our underweight position in this sector relative to the benchmark, for both the quarter and year, detracted from performance results. The Fund's overweight position in corporate bonds relative to the index detracted from performance results for both the quarter and 2000. With the unexpected and aggressive rate cut on January 3rd, the Fed effectively put a floor under the economy and the risk of recession is greatly reduced. Given an expected upturn in the economy later in 2001 in response to this stimulus action, we think interest rates may be close to bottom. We plan to use periods of market strength to reduce interest rate sensitivity by shortening duration. With a backdrop of a stronger economy expected, we plan to reduce our defensive stance. We'll likely reduce our Treasury holdings and asset backed securities and increase investments in the high-yield sector, which currently offers very attractive values and yields. We'll also look for attractive values among lower-rated investment grade issues. Additionally, we're likely to move away from defensive industry sectors-- such as energy, health care and utilities-in favor of more economically sensitive sectors such as autos, home building and financials. Our neutral weighting in mortgage securities is likely to remain constant, and we will emphasize prepayment- resistant securities with coupons of between 6% and 7%. Emerging markets may present opportunities, especially if the U.S. economy rebounds. [GRAPH] Active Bond Active Bond Active Bond Active Bond Fund Benchmark Fund Benchmark 12/31/90 $10,000 $10,000 01/31/96 $16,299 $16,061 01/31/91 10,081 10,112 02/29/96 15,986 15,721 02/28/91 10,204 10,199 03/31/96 15,888 15,589 03/31/91 10,298 10,269 04/30/96 15,808 15,481 04/30/91 10,448 10,387 05/31/96 15,804 15,455 05/31/91 10,526 10,436 06/30/96 15,964 15,662 06/30/91 10,534 10,425 07/31/96 16,015 15,698 07/31/91 10,648 10,556 08/31/96 16,027 15,660 08/31/91 10,889 10,799 09/30/96 16,317 15,939 09/30/91 11,110 11,025 10/31/96 16,664 16,311 10/31/91 11,219 11,123 11/30/96 16,925 16,611 11/30/91 11,313 11,234 12/31/96 16,868 16,426 12/31/91 11,666 11,613 01/31/97 16,931 16,446 01/31/92 11,553 11,441 02/28/97 17,011 16,481 02/29/92 11,583 11,501 03/31/97 16,831 16,284 03/31/92 11,554 11,438 04/30/97 17,061 16,522 04/30/92 11,628 11,507 05/31/97 17,253 16,676 05/31/92 11,822 11,730 06/30/97 17,479 16,876 06/30/92 11,976 11,902 07/31/97 18,003 17,392 07/31/92 12,265 12,207 08/31/97 17,826 17,198 08/31/92 12,398 12,316 09/30/97 18,115 17,468 09/30/92 12,565 12,483 10/31/97 18,271 17,747 10/31/92 12,412 12,292 11/30/97 18,372 17,841 11/30/92 12,374 12,281 12/31/97 18,573 18,028 12/31/92 12,559 12,492 01/31/98 18,828 18,283 01/31/93 12,783 12,765 02/28/98 18,812 18,246 02/28/93 13,049 13,030 03/31/98 18,919 18,303 03/31/93 13,121 13,075 04/30/98 19,011 18,394 04/30/93 13,203 13,175 05/31/98 19,180 18,591 05/31/93 13,196 13,169 06/30/98 19,364 18,781 06/30/93 13,467 13,468 07/31/98 19,400 18,796 07/31/93 13,581 13,554 08/31/98 19,591 19,162 08/31/93 13,868 13,865 09/30/98 20,040 19,710 09/30/93 13,936 13,914 10/31/98 19,852 19,570 10/31/93 13,951 13,971 11/30/98 20,043 19,688 11/30/93 13,846 13,813 12/31/98 20,102 19,735 12/31/93 13,911 13,874 01/31/99 20,287 19,875 01/31/94 14,114 14,082 02/28/99 19,871 19,402 02/28/94 13,855 13,775 03/31/99 20,013 19,499 03/31/94 13,561 13,438 04/30/99 20,076 19,548 04/30/94 13,440 13,326 05/31/99 19,859 19,346 05/31/94 13,417 13,302 06/30/99 19,809 19,286 06/30/94 13,404 13,271 07/31/99 19,769 19,232 07/31/94 13,621 13,537 08/31/99 19,730 19,217 08/31/94 13,654 13,542 09/30/99 19,906 19,390 09/30/94 13,495 13,338 10/31/99 19,946 19,462 10/31/94 13,473 13,323 11/30/99 20,016 19,460 11/30/94 13,448 13,299 12/31/99 19,913 19,366 12/31/94 13,554 13,387 01/31/00 19,830 19,302 01/31/95 13,812 13,644 02/29/00 20,053 19,536 02/28/95 14,143 13,960 03/31/00 20,256 19,794 03/31/95 14,253 14,054 04/30/00 20,178 19,736 04/30/95 14,459 14,249 05/31/00 20,160 19,727 05/31/95 15,081 14,846 06/30/00 20,583 20,137 06/30/95 15,211 14,965 07/31/00 20,748 20,320 07/31/95 15,145 14,907 08/31/00 21,062 20,615 08/31/95 15,320 15,098 09/30/00 21,181 20,745 09/30/95 15,474 15,252 10/31/00 21,293 20,882 10/31/95 15,726 15,476 11/30/00 21,576 21,224 11/30/95 15,960 15,731 12/31/00 21,994 21,619 12/31/95 16,203 15,962 Top Ten Holdings (as of December 31, 2000) - --------------------------------------------------------------------------- % of six months ago investments % of investments Government National Mortgage Assoc. 25.9% 22.1% U.S. Treasury 11.4% 18.4% Federal National Mortgage Assoc. 8.8% 10.4% GMAC Commercial Mortgage Securities, Inc. 1.4% 1.4% Peco Energy Transition Trust 1.3% 0.3% Hydro-Quebec 1.1% 1.1% Amresco Residential Securities 1.0% 1.0% Morgan Stanley Capital 1.0% N/A UCFC Home Equity Loan 1.0% 1.5% Cleveland Electric Illuminating Co. 0.8% 0.8% Average Annual Total Returns* - --------------------------------------------------------------------------- Active Bond Active Bond MorningStar Fund Benchmark(1) Peer Group+ -------- --------------- ----------- 1 Year 10.45% 11.63% 8.21% 3 Years 5.80 6.24 4.86 5 Years 6.30 6.25 5.69 10 Years 8.20 7.62 7.80 Fund Composition (as of December 31, 2000) - --------------------------------------------------------------------------- Credit Quality Duration - -------------- -------- Short Term 5.30% less than 1 Year 5.30% AAA 44.80% 1-3 Years 0.30% AA 8.0% 3-5 Years 0.00% A 13.80% 5-10 Years 86.60% BBB 15.40% greater than 10 Years 7.80% BB 8.80% B 3.50% Below B 0.00% NR/NA 0.40% (1) The Active Bond Benchmark represents the Lehman Brothers Government/ Corporate Bond Index from April 1986 to September 1999 and Lehman Brothers Aggregate Bond Index from October 1999 to present. * Total returns are for the period ended December 31, 2000, returns represent past performance, assume reinvestment of all distributions, and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. + Source: MorningStar, Inc. Data as of 12/31/00. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the MorningStar variable universe having an Intermediate Term Bond investment category. B-24 PROPOSAL 8 John Hancock V.A. Money Market Fund By Dawn Baillie for the Portfolio Management Team It was a good year for money-market fund investors, who saw their yields rise and their returns beat those of most stock-fund investors. In the first half of the year, money-market yields rose along with interest rates. This occurred after all signs pointed to a very robust U.S. economy in January, with soaring consumer confidence and a booming stock market sparking concerns of an uptick in inflation. As a result, the Federal Reserve switched to its inflation-fighting mode again, raising the federal funds rate that banks charge each other for overnight loans by one-quarter percentage point in February and again in March in an effort to cool the economy and block inflation. When that didn't deter the economy, or the stock market, the Fed took the unusual step of raising rates by one-half a percentage point in May. Shortly after, the economy began to show signs of slowing, while inflation remained relatively benign. This trend continued through the year's end, so the Fed stayed on the sidelines and the federal funds rate ended the year at 6.50%, up from 5.50% a year earlier. After rising in the first half of the year, money-market yields remained fairly level, since the federal funds rate is a key pricing benchmark for money-market securities. In the second half of the year, the effects of the slowing economy began to show up in earnest in the form of earnings disappointments -- which sent the stock market reeling -- and slowdowns in manufacturing, housing and consumer spending. So by the end of the year, the Fed actually returned to its neutral stance and investors even began to anticipate rate cuts in 2001. 7-day effective yield On December 31, 2000, John Hancock V.A. Money Market Fund had a 7-day effective yield of 6.17%. By comparison, the average taxable money-market fund had a 7-day effective yield of 5.91%, according to Lipper, Inc. STAYING SHORT For the first nine months of 2000, we kept the Fund's maturity slightly shorter than average, believing that rates were on the rise, as the Fed remained intent on slowing the economy and preventing inflation through a series of rate hikes. This conservative stance meant that our money was not tied up for as long, so we were able to move more quickly into higher-yielding securities as rates rose. Our thinking changed by the end of September, as we began to see a marked and consistent slowdown in housing, manufacturing and the consumer and producer price indexes. Believing that a slowing economy would keep the Fed on hold, or even cause it to reverse course and lower rates, we extended our maturity in October to be on the average. We stayed that way through year end, mostly to take advantage of the year-end bargains and higher yields that we can generally find as traders clear out their inventory of money-market securities. A LOOK AHEAD With the economy slowing down so rapidly, we had anticipated that the Fed would begin lowering rates at its next meeting in late January. In fact, just three days after the Fund's year ended, the Fed took the surprise step of lowering rates by one-half a percentage point in an aggressive effort to avoid a serious economic downturn. In doing so, the Fed cited weaker sales, production, consumer confidence and financial markets, while core inflation remained tame. Even before this move, we had confidence that the Fed would continue to nimbly manage the economy's growth and prevent a recession, and this recent action further bolsters that view. With the prospects for additional rate cuts real, we plan to extend our maturity to slightly longer than average in an effort to lock in higher rates. As always, we will continue to focus not only on providing the Fund with a competitive yield, but also on preserving stability of principal. The Fund is neither insured nor guaranteed by the U.S. government. Although the Fund seeks to maintain a net asset value of $1.00 per share, it is possible to lose money by investing in the Fund. B-25 Inception: March 29, 1986 MONEY MARKET FUND JOHN HANCOCK LIFE INSURANCE CO. Peter Mitsopoulos The Federal Reserve's monetary tightening actions starting in 1999 continued as we entered 2000, but by mid-year the Fed abandoned further rate increases as the economy showed signs of weakness. The Fed Funds target rate stood at 6.50% and the Fed remained on hold through December 31. Just a few days after the New Year, however, the Fed enacted a 50 basis point reduction in the rate to 6.0%. During the first half of the year we shortened the fund's weighted average maturity (WAM) in order to capture higher yields under the tightening policy. The WAM of the Fund was approximately 45 days at year-end 1999 and had reached a low of 21 days in late April. We made efforts to push the level into the 30 day to 40 day range for the later part of the year given growing expectations for an end to fed tightening and ended the year with a WAM of 31 days. The Fund performed generally in-line with expectations during the year. We had become more cautious in our acquisition of adjustable rate securities because of two factors: They were becoming more expensive and some of the more active issuers were developing credit concerns. The Fund ended with only a 16% position versus 22% at year-end 1999. The market continues to make it difficult to pick up any appreciable yield differential by going out beyond one or two months. However, when we see value out on the curve, we will acquire securities in an effort to lock in yield and increase the Fund's weighted average maturity. The Fund is invested primarily in commercial paper (78%), adjustable rate notes (16%) with other money market securities making up the balance. [GRAPH] Money Market Fund 12/31/90 $10,000 1/31/91 10,063 2/28/91 10,115 3/31/91 10,165 4/30/91 10,222 5/31/91 10,271 6/30/91 10,315 7/31/91 10,369 8/31/91 10,417 9/30/91 10,465 10/31/91 10,511 11/30/91 10,549 12/31/91 10,596 1/31/92 10,633 2/29/92 10,664 3/31/92 10,700 4/30/92 10,735 5/31/92 10,767 6/30/92 10,804 7/31/92 10,838 8/31/92 10,870 9/30/92 10,901 10/31/92 10,920 11/30/92 10,950 12/31/92 10,981 1/31/93 11,009 2/28/93 11,035 3/31/93 11,065 4/30/93 11,093 5/31/93 11,118 6/30/93 11,147 7/31/93 11,175 8/31/93 11,204 9/30/93 11,232 10/31/93 11,258 11/30/93 11,287 12/31/93 11,316 1/31/94 11,346 2/28/94 11,372 3/31/94 11,403 4/30/94 11,432 5/31/94 11,467 6/30/94 11,505 7/31/94 11,542 8/31/94 11,588 9/30/94 11,632 10/31/94 11,673 11/30/94 11,719 12/31/94 11,773 1/31/95 11,829 2/28/95 11,880 3/31/95 11,939 4/30/95 11,992 5/31/95 12,054 6/30/95 12,110 7/31/95 12,168 8/31/95 12,225 9/30/95 12,279 10/31/95 12,338 11/30/95 12,394 12/31/95 12,453 1/31/96 12,511 2/29/96 12,562 3/31/96 12,613 4/30/96 12,668 5/31/96 12,723 6/30/96 12,773 7/31/96 12,833 8/31/96 12,888 9/30/96 12,945 10/31/96 13,002 11/30/96 13,051 12/31/96 13,116 1/31/97 13,174 2/28/97 13,226 3/31/97 13,284 4/30/97 13,341 5/31/97 13,400 6/30/97 13,461 7/31/97 13,522 8/31/97 13,579 9/30/97 13,643 10/31/97 13,706 11/30/97 13,762 12/31/97 13,830 1/31/98 13,894 2/28/98 13,949 3/31/98 14,012 4/30/98 14,074 5/31/98 14,138 6/30/98 14,200 7/31/98 14,264 8/31/98 14,329 9/30/98 14,392 10/31/98 14,456 11/30/98 14,517 12/31/98 14,579 1/31/99 14,640 2/28/99 14,693 3/31/99 14,752 4/30/99 14,807 5/31/99 14,866 6/30/99 14,923 7/31/99 14,984 8/31/99 15,047 9/30/99 15,109 10/31/99 15,176 11/30/99 15,242 12/31/99 15,315 1/31/00 15,388 2/29/00 15,457 3/31/00 15,531 4/30/00 15,604 5/31/00 15,684 6/30/00 15,766 7/31/00 15,851 8/31/00 15,937 9/30/00 16,020 10/31/00 16,105 11/30/00 16,190 12/31/00 16,278 Top Ten Holdings (as of December 31, 2000) - --------------------------------------------------------------------------- % of six months ago investments % of investments Monte Rosa Capital Corp. 4.2% 1.0% Falcon Asset Securitization Corp. 3.7% 2.1% Sigma Finance, Inc. 3.6% 4.2% Centric Capital Corp. 3.6% 3.2% Sheffield Receivables Corp. 3.3% 4.1% Merrill Lynch & Co., Inc. 3.3% 0.5% DOVER Corp. YRS 3+4 3.2% N/A Lehman Brothers Holdings 2.9% N/A Enterprise Funding Corp. 2.7% N/A K2 USA LLC 2.6% 2.9% Average Annual Total Returns* - --------------------------------------------------------------------------- Money Market Fund/1/ ------------ 1 Year 6.29% 3 Years 5.58% 5 Years 5.50% 10 Years 4.99% - --------------------------------------------------------------------------- Top Ten Sectors (as of December 31, 2000) - --------------------------------------------------------------------------- % of % of investments investments Financial 83.9% Consumer Staple 2.3% Capital Equipment 5.7% Technologyyclical 1.3% Consumer Cyclical 3.5% Basic Material 0.4% Utility 2.9% - --------------------------------------------------------------------------- The Money Market Fund is neither insured nor guaranteed by the U.S. Government and there is no guarantee the fund will be able to maintain a stable net asset value of $10.00/share. * Total returns are for the period ended December 31, 2000. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." The performance of the Fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. /1/ Returns reflect extra-ordinary capital contribution of $284,471 in October 2000 B-26 SUPPLEMENT DATED MAY 7, 2001 TO PROSPECTUSES DATED MAY 1, 2001 This Supplement is intended to be distributed with prospectuses dated May 1, 2001 for certain variable life insurance policies issued by John Hancock Life Insurance Company or John Hancock Variable Life Insurance Company ("Product Prospectuses") and with the prospectus dated May 1, 2001 for the John Hancock Variable Series Trust I ("John Hancock Variable Series Trust Prospectus") that accompanies the Product Prospectuses. The variable life insurance policies involved bear the title "MAJESTIC VARIABLE ESTATE PROTECTION," "MAJESTIC VARIABLE ESTATE PROTECTION 98," "MAJESTIC VARIABLE UNIVERSAL LIFE," "MAJESTIC VARIABLE UNIVERSAL LIFE 98," "MEDALLION EXECUTIVE VARIABLE LIFE," "MEDALLION EXECUTIVE VARIABLE LIFE II," "MEDALLION EXECUTIVE VARIABLE LIFE III," "MEDALLION VARIABLE UNIVERSAL LIFE PLUS," "MEDALLION VARIABLE UNIVERSAL LIFE EDGE," "VARIABLE ESTATE PROTECTION," "VARIABLE ESTATE PROTECTION II," or "VARIABLE MASTER PLAN PLUS." . As stated in the John Hancock Variable Series Trust Prospectus, the sub- adviser of the Health Sciences fund is Putnam Investment Management, LLC. The reference on the first page of the Product Prospectuses to "John Hancock Advisers, Inc." as the manager for the Health Sciences variable investment option is a typographical error and the name "Putnam Investment Management, LLC" should be substituted in its place. You should read the John Hancock Variable Series Trust Prospectus for further information about the Health Sciences fund and Putnam Investment Management, LLC before selecting this variable investment option. . Morgan Stanley Dean Witter Investment Management Inc., the sub-adviser of the Emerging Markets Equity fund and one of the sub-advisers of the Real Estate Equity fund, has a new name. References in the Product Prospectuses and the John Hancock Variable Series Trust Prospectus to "Morgan Stanley Dean Witter Investment Management Inc." are therefor deleted and the new name, "Morgan Stanley Investment Management Inc.," is inserted in their place. As with all mutual funds, the Securities and Exchange Commission has not judged whether the funds of the John Hancock Variable Series Trust I are good investments or whether the information in this prospectus is adequate and accurate. Anyone who tells you otherwise is committing a federal crime. JOHN HANCOCK VARIABLE SERIES TRUST I PROSPECTUS May 1, 2001 Equity Index Fund Growth & Income Fund Large Cap Value Fund Large Cap Value CORE SM Fund Large Cap Value CORE SM II Fund Large Cap Growth Fund Large Cap Aggressive Growth Fund Large/Mid Cap Value Fund Large/Mid Cap Value II Fund Fundamental Growth Fund Mid Cap Blend Fund Mid Cap Growth Fund Small/Mid Cap CORE SM Fund Small/Mid Cap Growth Fund Small Cap Equity Fund Small Cap Value Fund Small Cap Growth Fund International Equity Index Fund International Opportunities Fund International Equity Fund Emerging Markets Equity Fund Real Estate Equity Fund Health Sciences Fund Managed Fund Aggressive Balanced Fund Global Balanced Fund Short-Term Bond Fund Bond Index Fund Active Bond Fund Active Bond II Fund High Yield Bond Fund Global Bond Fund Money Market Fund Managed by John Hancock Life Insurance Company John Hancock Place Boston, MA 02117 Contents - -------------------------------------------------------------------------------- John Hancock Variable Series Trust I ("Trust") A fund-by-fund summary of goals, strategies and risks. Policies and instructions for opening, maintaining and closing an account in any fund Further information on the funds Further information on the Trust Additional subadviser information Overview 1 Your Investment Choices 2 Equity Index Fund 6 Growth & Income Fund 8 Large Cap Value Fund 10 Large Cap Value CORE SM Fund 12 Large Cap Value CORE SM II Fund 14 Large Cap Growth Fund 16 Large Cap Aggressive Growth Fund 18 Large/Mid Cap Value Fund 20 Large/Mid Cap Value II Fund 22 Fundamental Growth Fund 24 Mid Cap Blend Fund 26 Mid Cap Growth Fund 28 Small/Mid Cap CORE SM Fund 30 Small/Mid Cap Growth Fund 32 Small Cap Equity Fund 34 Small Cap Value Fund 36 Small Cap Growth Fund 38 International Equity Index Fund 40 International Opportunities Fund 42 International Equity Fund 44 Emerging Markets Equity Fund 46 Real Estate Equity Fund 48 Health Sciences Fund 50 Managed Fund 52 Aggressive Balanced Fund 54 Global Balanced Fund 56 Short-Term Bond Fund 58 Bond Index Fund 60 Active Bond Fund 62 Active Bond II Fund 64 High Yield Bond Fund 66 Global Bond Fund 68 Money Market Fund 70 Your Account 72 Investments in shares of the funds 72 Share price 72 Valuation 72 Conflicts 72 Funds' Expenses 73 Dividends and Taxes 73 Dividends 73 Taxes 73 Trust Business Structure 74 Appendix A 75 For more information back cover Overview - -------------------------------------------------------------------------------- FUND INFORMATION KEY Concise fund-by-fund descriptions begin on page 6. Each description provides the following information: Goal and Strategy The fund's particular investment goals and the principal strategies it intends to use in pursuing those goals. Subadviser/Manager The firm and individual(s) providing investment management services to the fund. Past Performance The fund's total return, measured year-by-year and over time. Main Risks The significant risk factors associated with the fund. The risks are categorized as "Primary" or "Secondary". The Primary Risks are considered major factors in the fund's performance and are described first. The Secondary Risks are not considered major factors in the fund's performance because the fund would not normally commit a large portion of its assets to the investments involved. However, the Secondary Risks are of such a nature that they could significantly affect the fund's performance, even if the investments are held in relatively small amounts. Financial Highlights The fund's operating performance per share, measured year- by-year. THE FUNDS The Trust offers investment choices, or funds, for the variable annuity and variable life insurance contracts ("variable contracts") of: . John Hancock Life Insurance Company ("John Hancock"), . John Hancock Variable Life Insurance Company ("JHVLICO"), and . certain other insurance companies that may or may not be affiliated with John Hancock. In some variable contract forms, the Trust may be referred to by some other term (such as the "Fund" or "Series Fund") and the investment choices may also be referred to by some other term (such as "Portfolios" or "Series"). RISKS OF FUNDS These funds, like all mutual funds, are not bank deposits. They are not insured or guaranteed by the FDIC or any other government agency. You could lose money by investing in these funds. So, be sure to read all risk disclosure carefully before investing. MANAGEMENT John Hancock is the investment adviser of each fund of the Trust. John Hancock is a Massachusetts stock life insurance company. On February 1, 2000, John Han- cock changed its form of organization and its name. Prior to that date, it was John Hancock Mutual Life Insurance Company, a mutual life insurance company that was chartered in 1862. At the end of 2000, John Hancock and its affiliates managed approximately $125 billion in assets, of which it owned approximately $79 billion. All of the funds of the Trust have subadvisers. 1 Your Investment Choices - -------------------------------------------------------------------------------- The Trust offers a number of investment choices, or funds, to suit a variety of objectives under variable contracts. There are 33 funds available under your variable contract. Each fund has its own strategy and its own risk/reward profile.The funds can be broadly categorized as equity funds, sector funds, balanced funds, bond funds, and international/global funds. Within these broad categories, the funds can be further categorized as follows: EQUITY FUNDS Equity funds can be categorized in two ways--by capitalization and by invest- ment style. Capitalization Equity funds can be categorized by market capital- ization, which is defined as the market value of all shares of a company's stock. The following def- initions for large, mid and small cap are based upon statistics at year-end 2000, but are adjusted periodically with broad equity market movements as represented by the Russell 3000(R) Index/1/ or other widely- recognized source of market capital- ization data. Adjustments are typically made on a quarterly basis, but in extraordinary circumstances may be made as frequently as monthly. In volatile market environments, a fund's market cap exposure may be allowed to shift temporarily outside of the normal range in order to avoid unnecessary transac- tion costs. Large Cap Funds: . Equity Index Fund These funds invest primarily in large, well-estab- lished companies that typically are very actively . Growth & Income traded and provide more stable investment returns Fund over time. Large cap companies represent the 300 largest stocks in the Russell 3000(R) Index. Each . Large Cap Value of those companies has a market capitalization Fund greater than $7.8 billion as of the end of 2000. Large cap funds are appropriate for investors who . Large Cap Value want the least volatile investment returns within CORE SM Fund the overall equity markets. . Large Cap Value CORE SM II Fund . Large Cap Growth Fund . Large Cap Aggres- sive Growth Fund Large/Mid Cap Funds: . Large/Mid Cap These funds invest primarily in large cap and mid Value Fund cap companies. The capitalization of these funds can shift over time from primarily large cap to . Large/Mid Cap primarily mid cap or vice versa depending on where Value II Fund the manager identifies investment opportunities. These funds are generally more volatile than pure . Fundamental large cap funds, but generally less volatile than Growth Fund pure mid cap funds. Mid Cap Funds: . Mid Cap These funds invest primarily in medium-sized, less Blend Fund established companies that are less actively traded and provide more share price volatility over time . Mid Cap than large cap stocks. Mid cap companies represent Growth Fund the 250th to 1000th largest stocks in the Russell 3000(R) Index. Each of those companies has a market capitalization between $1.4 billion and $10 billion as of the end of 2000. Mid cap funds are appropri- ate for investors who are willing to accept more volatile investment returns within the overall equity markets with the potential reward of higher long-term returns. Small/Mid Cap Funds: These funds invest primarily in mid cap and small . Small/Mid Cap cap companies. The capitalization of these funds CORE SM Fund can shift over time from primarily mid cap to pri- marily small cap or vice versa depending on where . Small/Mid Cap the manager identifies investment opportunities. Growth Fund These funds are generally more volatile than pure mid cap funds, but generally less volatile than pure small cap funds. - ------- /1/The Russell 3000(R) Index is a broad market index and is representative of the U.S. stock markets with a total capitalization of $12.8 trillion at the end of 2000. The Russell 3000(R) Index is a service mark of Frank Russell Company, which does not sponsor and is not in any way affiliated with the Trust. Inclusion of a security in the index in no way implies an opinion on the part of Frank Russell Company as to its attractiveness or appropriateness as an investment. 2 Small Cap Funds: . Small Cap These funds invest primarily in small newly estab- Equity Fund lished companies that are less actively traded and have a high level of share price volatility over . Small Cap time. Small cap companies represent the 2000 small- Value Fund est stocks in the Russell 3000(R) Index. Each of these companies has a market capitalization of less . Small Cap than $1.4 billion as of the end of 2000. Small cap Growth Fund funds are appropriate for investors who are willing to accept the most volatile investment returns within the overall equity markets for the potential reward of higher long-term returns. Investment Style Value Funds: . Large Cap Value Value funds invest in companies that are attrac- Fund tively priced, considering their asset and earnings history. These stocks typically pay above average . Large Cap Value dividends and have low stock prices relative to mea- CORE SM Fund sures of earnings and book value. Value funds are appropriate for investors who want some dividend . Large Cap Value income and the potential for capital gains, but are CORE SM II Fund less tolerant of share-price fluctuations. . Large/Mid Cap Value Fund . Large/Mid Cap Value II Fund . Small Cap Value Fund Growth Funds: . Large Cap Growth Growth funds invest in companies believed to have Fund above-average prospects for capital growth due to their strong earnings and revenue potential. Growth . Large Cap Aggres- stocks typically have high stock prices relative to sive Growth Fund measures of earnings and book value. Growth funds are appropriate for investors who are willing to . Fundamental Growth accept more share-price volatility for the potential Fund reward of higher long-term returns. . Mid Cap Growth Fund . Small Mid/Cap Growth Fund . Small Cap Growth Fund Blend Funds: . Equity Index Fund Blend funds invest in both value and growth compa- nies. Blend funds are appropriate for investors who . Growth & Income seek both dividend and capital appreciation charac- Fund teristics. . Mid Cap Blend Fund . Small/Mid Cap CORE SM Fund . Small Cap Equity Fund SECTOR FUNDS Sector funds invest primarily in a single sector of the stock market and may be affected by economic factors and other factors specific to that sector. Sector funds are appropriate for investors who are willing to accept more volatile investment returns relative to the overall equity market. . Real Estate Equity Fund . Health Sciences Fund BALANCED FUNDS Balanced funds invest in a combination of stocks and bonds and actively manage the mix of stocks and bonds within a target range. Domestic balanced funds invest in U.S. stocks and bonds. Global balanced funds invest in foreign and U.S. stocks and bonds. . Managed Fund .Aggressive Balanced Fund . Global Balanced Fund BOND FUNDS Bond funds can be categorized in two ways--by average maturity and by credit quality: Average Maturity Bond maturity is a key measure of interest rate risk. A bond's maturity measures the time remaining until the bond matures, or until the repayment of the bond's principal comes due. The longer a bond's maturity, the more sensitive the bond's price is to changes in interest rates. 3 Short: . Money Market Fund These funds invest primarily in bonds with short . Short Term Bond maturities, typically less than four years. These Fund funds have less interest rate risk than intermedi- ate-term bond funds. Intermediate: . Bond Index Fund These funds invest in bonds of all maturities and . Active Bond Fund maintain an average maturity which is typically between four and ten years. These funds have more interest rate risk than short-term bond funds. . Active Bond II Fund . High Yield Bond Fund . Global Bond Fund Credit Quality Credit quality is a measure of the ability of a bond issuer to meet its financial obligations and repay principal and interest. High quality bonds have less credit risk than lower quality bonds. Investment grade bonds typically have "high" or "medium" credit quality ratings (as defined below), while high-yield bonds have "low" credit quality ratings. High: . Money Market Fund These funds focus on the highest-rated, most . Bond Index Fund creditworthy bonds or money market instruments and typically maintain an average credit quality rating of AAA/Aaa (A-1/P-1 for money market funds). Medium: . Short Term Bond These funds invest in bonds of all credit quality Fund levels with a focus on investment grade bonds. These funds typically maintain an average credit . Active Bond Fund quality rating of AA/Aa, A or BBB/Baa. . Active Bond II Fund . Global Bond Fund Low: . High Yield Bond These funds invest primarily in lower rated bonds-- Fund known as high yield or "junk" bonds. These funds typically maintain a below investment-grade average credit quality rating of BB/Ba or B. INTERNATIONAL/GLOBAL EQUITY FUNDS International funds invest primarily in securities markets outside the United States. Global funds invest both in the United States and abroad. These funds can be categorized by the types of markets they invest in. Developed Markets: . International These funds invest primarily in the larger, well- Equity Index Fund established developed or industralized markets around the world. These funds have a lower level of . International foreign securities risk than emerging market funds. Equity Fund . International Opportunities Fund Emerging Markets: . Emerging Markets These funds invest primarily in developing or Equity Fund emerging markets and have a higher level of foreign securities risk than funds that invest primarily in developed markets. These funds have more return volatility than the overall international/global equity markets. 4 -------------- In the following pages, any fund investment strategy that is stated as a per- centage of a fund's assets applies at all times, not just at the time the fund buys or sells an investment security. However, when markets are unusually vola- tile or when a fund experiences unusually large cash flows, a fund may be allowed to temporarily deviate from its normal strategy to avoid unnecessary transaction costs. The trustees of the Trust can change the investment goals and strategy of any fund without shareholder (i.e., contractowner) approval. The financial highlights tables on the following pages detail the historical performance of each fund, including total return information showing the increase or decrease of an investment in the fund each year (assuming reinvest- ment of all dividends and distributions). The "total investment return" shown for each fund does not reflect the expenses and charges of the applicable sepa- rate accounts and variable contracts. Those expenses and charges vary consider- ably from contract to contract and are described in the variable contract pro- spectus to which this prospectus is attached. If the earliest period shown in the financial highlights table is less than a full calendar year, the two "Ra- tios" shown for that period have been annualized (i.e., projected as if the fund had been in effect for a full year). However, the "total investment return" and "turnover rate" for that period have not been annualized. All of the funds (except bond funds and equity index funds) may participate in initial public offerings (IPOs). Under certain market conditions, such partici- pation could significantly improve a fund's total investment return. There is no assurance that such market conditions will continue and provide the same favorable impact on future investment returns. If the total investment return for any fund for any given year appears unusu- ally high, the return may be attributable to unusually favorable market condi- tions which will probably not be sustainable. For instance, a high total investment return may reflect participation in IPOs, "hot" industries (e.g., internet-related companies), private placements and/or leveraging investment techniques during the period indicated. There is no assurance that any of those methods, or any other investment technique, will continue to have the same impact on the fund's total investment returns. In this prospectus, the term "stock"' is used as a shorthand reference for equity investments generally and the term "bond" is used as a shorthand refer- ence for debt obligations generally. 5 Equity Index Fund GOAL AND STRATEGY This is a stock fund that seeks to track the performance of the S&P 500 Index, which emphasizes the stocks of large U.S. companies. The manager employs a passive management strategy by normally investing in all stocks included in the Index. The manager normally invests in each stock in roughly the same proportion as represented in the Index. The manager seeks to replicate as closely as possible the aggregate risk char- acteristics and sector diversification of the Index. The Fund normally invests in all 500 stocks in the Index, but has no predeter- mined number of stocks that it must hold. S&P may change the composition of the Index from time to time. The manager will reflect those changes as soon as practical. The Fund is normally fully invested. The manager may invest in stock index futures to maintain market exposure and manage cash flow. The Fund may purchase other types of securities that are not primary investment vehicles, for example: Standard & Poor's Depositary Receipts (SPDRs), U.S. dol- lar denominated foreign securities, cash equivalents, and certain derivatives (investments whose value is based on indices or other securities). As an exam- ple of how derivatives may be used, the Fund may invest in stock index futures to manage cash flow. Note: "S&P 500 Index" means the Standard & Poor's 500 Composite Stock Price Index. "Standard & Poor's", "S&P" and "S&P 500" are trademarks of McGraw Hill, Inc. and have been licensed for use by the Trust. - -------------------------------------------------------------------------------- SUBADVISER SSgA Funds Management, Inc. (formerly State Street Global Advisors, a division of State Street Bank and Trust Company) Two International Place Boston, Massachusetts 02110 Managing, with predecessor, since 1978 Managing Fund since May, 1997 Predecessor managed approximately $725 billion in assets at the end of 2000 FUND MANAGERS John A. Tucker - ----------------- Principal of subadviser Joined subadviser in 1988 James B. May - ----------------- Principal of subadviser Joined subadviser in 1989 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may also help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 21.27%, fourth quarter 1998 Worst quarter: down 9.99%, third quarter 1998 Average annual total return -- for periods ending 12/31/2000* Fund Index 1 year -9.15% -9.11% Life of fund 17.74% 18.06% Index:S&P 500 Index *Began operations on May 1, 1996. 6 MAIN RISKS Primary Index Management Risk: Certain factors such as the following may cause the Fund to track the Index less closely: . The securities selected by the manager may not be fully representative of the Index. . Transaction expenses of the Fund may result in the Fund's performance being different than that of the Index. . The size and timing of the Fund's cash flows may result in the Fund's per- formance being different than that of the Index. Also, index funds like this one will have more difficulty in taking defensive positions in abnormal market conditions. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "large cap" approach carries the risk that in certain markets large cap stocks will underperform mid cap and small cap stocks. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996** 1997 1998 1999 2000 Net asset value, beginning of period $ 10.00 $ 11.10 $ 14.21 $ 17.70 $ 20.46 Income from investment operations: Net investment income (loss) 0.15 0.24 0.25 0.27 0.22 Net realized and unrealized gain (loss) on investments* 1.26 3.41 3.76 3.41 (2.09) Total from investment operations 1.41 3.65 4.01 3.68 (1.87) Less distributions: Distributions from net investment income and capital paid in (0.21) (0.29) (0.24) (0.26) (0.23) Distributions from net realized gain on investments sold (0.10) (0.25) (0.28) (0.66) (0.72) Distributions in excess of income, capital paid in & gains -- -- -- -- -- Total distributions (0.31) (0.54) (0.52) (0.92) (0.95) Net asset value, end of period $ 11.10 $ 14.21 $ 17.70 $ 20.46 $ 17.64 Total investment return*** 14.23% 32.79% 28.45% 21.08% (9.15)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $14,650 $101,390 $232,578 $451,296 $525,659 Ratio of expenses to average net assets (%)**** 0.00% 0.00% 0.00% 0.00% 0.19% Ratio of net investment income (loss) to average net assets (%) 2.74% 1.97% 1.59% 1.42% 1.12% Turnover rate (%) 15.72% 64.56% 43.31% 55.24% 34.11% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of purchases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on May 1, 1996. *** Includes the effect of a voluntary capital contribution from John Han- cock of $0.06 per share for the period ended 1996 and $0.04 per share for year ended 1997. The Total Investment Return without the capital contribution would have been 13.59% for the year ended 1996 and 32.47% for the year ended 1997. **** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.61%, 0.65%, 0.34% and 0.22% for the years ended December 31, 1996, 1997, 1998 and 1999, respectively. 7 Growth & Income Fund GOAL AND STRATEGY This is a non-diversified large and mid-cap stock fund that seeks income and long-term capital appreciation. The Fund invests primarily in a diversified mix of common stocks of large and mid-sized U.S. companies. The Fund employs two subadvisers, each of which employs its own investment approach and independently manages its portion of the Fund. On or about Novem- ber 1, 2000, the assets of the Fund were allocated between the two subadvisers with Putnam receiving $1 billion (approximately 26% of the Fund's assets as of October 31, 2000) and Independence the remainder. All subsequent investments in the Fund will be allocated equally between the two subadvisers, while redemp- tions will be allocated on an asset-weighted basis. These allocation methodolo- gies may change in the future. Independence Investment LLC ("Independence") selects stocks using a combination of proprietary equity research and quantitative tools. Stocks are purchased that are undervalued relative to the stock's history and have improving earn- ings growth prospects. Independence seeks to maintain risk and sector characteristics similar to the market benchmark for its portion of the Fund. Independence normally invests in 80 to 160 stocks, with at least 65% (usually higher) of its assets in large cap companies. Putnam Investment Management, LLC ("Putnam") selects stocks using a combination of: . a systematic screening approach to rank stocks based on: fundamental cata- lyst (such as earnings surprise and momentum); valuation (such as price-to- sales ratio); and financial strength (such as superior cash flow); and . proprietary fundamental equity research to identify companies with strong and innovative management teams, opportunities for above average growth within their industry and strong competitive positioning relative to peers and suppliers. Putnam seeks broad diversification by security and sector and uses risk manage- ment tools and qualitative judgement to determine sector and stock-specific weightings. Putnam normally invests in 65 to 110 stocks, with at least 65% (usually higher) of its assets in large and mid cap companies. The Fund is "non-diversified", which means that it can take larger positions in individual issuers. Each portion of the Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. Each portion of the Fund may invest in initial public offerings (IPOs). Each portion of the Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). As an example of how deriva- tives may be used, Putnam may invest in stock index futures to manage cash flow. In abnormal market conditions, each portion of the Fund may take temporary defensive measures--such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those measures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Independence Investment LLC 53 State Street Boston, Massachusetts 02109 Owned by John Hancock Managing since 1982 Managing Fund and its predecessor since March, 1986 Managed approximately $25 billion in assets at end of 2000 FUND MANAGERS Management by investment team overseen by: Paul F. McManus - ----------------- Senior Vice President of subadviser Joined team in 1996 Joined subadviser in 1982 SUBADVISER Putnam Investment Management, LLC One Post Office Square Boston, Massachusetts 02109 Managing since 1937 Managing Fund since November, 2000 Managed approximately $370 Billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: C. Beth Cotner, CFA - ----------------- Managing Director and Chief Investment Officer of subadviser Joined subadviser in 1995 Began career in 1976 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may also help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 24.07%, fourth quarter 1998 Worst quarter: down 12.05%, third quarter 1998 Average annual total return -- for periods ending 12/31/2000* Fund Index 1 year -13.10% -9.11% 5 years 15.44% 18.35% 10 years 15.58% 17.46% Life of fund 14.17% 15.26% Index:S & P 500 Index *Began operations on March 29, 1986. 8 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "large/mid cap" approach carries the risk that in certain markets large/mid cap stocks will underperform small cap stocks. Non-Diversified Fund Risk: The Fund's larger position in individual issuers could produce more volatile performance relative to more diversified funds. The less diversified a fund's holdings are, the more likely it is that a spe- cific security's poor performance will hurt the fund significantly. Small/Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized compa- nies may be subject to more erratic price movements than investment in large established companies. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Initial Public Offering Risk: The fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996 1997 1998 1999 2000 Net asset value, beginning of period $ 13.94 $ 14.65 $ 16.61 $ 19.49 $ 20.01 Income from investment operations: Net investment income (loss) 0.34 0.27 0.23 0.20 0.17 Net realized and unrealized gain (loss) on investments* 2.43 4.07 4.75 2.88 (2.77) Total from investment operations 2.77 4.34 4.98 3.08 (2.60) Less distributions: Distributions from net investment income and capital paid in (0.34) (0.27) (0.23) (0.20) (0.40) Distributions from net realized gain on investments sold (1.72) (2.11) (1.87) (2.36) (2.69) Distributions in excess of income, capital paid in & gains -- -- -- -- (0.14) Total distributions (2.06) (2.38) (2.10) (2.56) (3.23) Net asset value, end of period $ 14.65 $ 16.61 $ 19.49 $ 20.01 $ 14.18 Total investment return 20.10% 29.79% 30.25% 16.23% (13.10)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $2,047,927 $2,785,964 $3,670,785 $4,218,841 $3,324,988 Ratio of expenses to average net assets (%) 0.27% 0.28% 0.27% 0.28% 0.40% Ratio of net investment income (loss) to average net assets (%) 2.24% 1.61% 1.24% 0.98% 0.84% Turnover rate (%) 81.02% 74.56% 48.45% 70.16% 112.94% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. 9 Large Cap Value Fund GOAL AND STRATEGY This is a large cap stock fund with a value emphasis that seeks long-term capi- tal appreciation and substantial dividend income. The Fund invests primarily in a diversified mix of common stocks of large established U.S. companies paying above-average dividends. The manager employs a value approach in selecting stocks using proprietary equity research. Stocks are purchased that are undervalued by various measures such as the stock's current price relative to its earnings potential. The manager looks for companies with: . established operating history; . above-average dividend yield relative to the S&P 500 Index; . low price/earnings ratio relative to the S&P 500 Index; . sound balance sheet and other positive financial characteristics; and . low stock price relative to the company's underlying value. The Fund's sector exposures are a result of stock selection as opposed to pre- determined allocations. The Fund normally invests in 100 to 175 stocks, with at least 65% (usually higher) of its assets in large cap companies. The Fund nor- mally has 10% or less (usually lower) of its assets in cash and cash equiva- lents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: foreign securities denominated in U.S. dollars or any other currency, high and medium quality debt securities, and certain deriva- tives (investments whose value is based on indices or other securities). In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. Note: "S&P 500 Index" means the Standard & Poor's 500 Composite Stock Price Index. "Standard & Poor's", "S&P" and "S&P 500" are trademarks of McGraw Hill, Inc. and have been licensed for use by the Trust. - -------------------------------------------------------------------------------- SUBADVISER T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, Maryland 21202 Managing since 1937 Managing Fund since May, 1996 Managed approximately $167 billion in assets at the end of 2000 FUND MANAGERS Management by Investment Advisory Committee Brian C. Rogers, CFA, CIC - ----------------- Committee Chairman Director of subadviser Joined subadviser in 1982 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may also help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 12.86%, fourth quarter 1999 Worst quarter: down 8.58%, third quarter 1999 Average annual total return -- for periods ending 12/31/2000* Fund Index 1 year 12.97% 7.01% Life of fund 14.30% 16.74% Index:Russell 1000(R) Value Index *Began operations on May 1, 1996. 10 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "value" approach carries the risk that in certain markets "value" stocks will underperform "growth" stocks. Also, the Fund's "large cap" approach carries the risk that in certain markets large cap stocks will underperform small cap and mid cap stocks. Secondary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, economic, political and social instability and foreign currency rate fluctuations. Factors such as lack of liquidity, foreign ownership limits and restrictions on removing cur- rency also pose special risks. Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996** 1997 1998 1999 2000 Net asset value, beginning of period $ 10.00 $ 11.09 $ 13.57 $ 14.02 $ 13.49 Income from investment operations: Net investment income (loss) 0.16 0.29 0.28 0.27 0.27 Net realized and unrealized gain (loss) on investments* 1.22 2.84 0.96 0.18 1.45 Total from investment operations 1.38 3.13 1.24 0.45 1.72 Less distributions: Distributions from net investment income and capital paid in (0.16) (0.29) (0.28) (0.27) (0.29) Distributions from net realized gain on investments sold (0.13) (0.36) (0.51) (0.71) (0.53) Distributions in excess of income, capital paid in & gains -- -- -- -- (0.01) Total distributions (0.29) (0.65) (0.79) (0.98) (0.83) Net asset value, end of period $ 11.09 $ 13.7 $ 14.02 $ 13.49 $ 14.38 Total investment return 13.90% 28.56% 9.26% 3.28% 12.97% Ratios and supplemental data Net assets, end of period (000s omitted)($) $19,781 $73,269 $123,365 $155,849 $204,535 Ratio of expenses to average net assets (%)*** 1.00% 1.0% 0.92% 0.85% 0.78% Ratio of net investment income (loss) to average net assets (%) 2.74% 2.4% 2.08% 1.88% 2.04% Turnover rate (%) 19.95% 19.2% 18.46% 32.62% 42.12% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on May 1, 1996. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.89% and 1.06% for the years ended December 31, 1996 and 1997, respectively. 11 Large Cap Value CORE SM Fund GOAL AND STRATEGY This is a large cap stock fund with a value emphasis that seeks long-term capi- tal appreciation and dividend income. The Fund invests primarily in a diversified mix of common stocks of large established U.S. companies that are believed to offer favorable prospects for increasing dividends and growth in capital. The manager selects stocks using a combination of quantitative techniques and fundamental equity research. The manager employs an investment process known as CORE, "Computer Optimized, Research-Enhanced," that employs a proprietary quan- titative model. "CORE SM" is a service mark of Goldman, Sachs & Co. The manager identifies stocks that have strong expected earnings growth and momentum and better valuation and risk characteristics than the Russell 1000(R) Value Index. Stocks are purchased that have: . Low to modest valuation characteristics relative to general market measures, such as price/earnings ratio, book value and other fundamental accounting measures, and . favorable prospects for capital appreciation and/or dividend paying ability. The Fund is managed using risk control techniques to maintain risk, style, cap- italization and sector characteristics similar to the Russell 1000(R) Value Index. The Fund is broadly diversified by sector. The Fund normally invests in 100 to 350 stocks, with at least 65% (usually higher) of the Fund's assets in large cap companies. The Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, Standard & Poor's Depositary Receipts (SPDRs) and other Exchange Traded Funds (ETFs), and certain derivatives (investments whose value is based on indices or other secu- rities). As an example of how derivatives may be used, the Fund may invest in stock index futures to manage cash flow. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Goldman Sachs Asset Management, A unit of the Investment Management Division of Goldman, Sachs & Co. 32 Old Slip New York, New York 10005 Managing since 1988 Managing Fund since August, 1999 Managed approximately $282 billion in assets at the end of 2000 FUND MANAGERS Robert C. Jones - ----------------- Managing Director of subadviser Joined subadviser in 1989 Melissa R. Brown - ----------------- Managing Director of subadviser Joined subadviser in 1998 Director of Quantitative Equity Research at Prudential Securities (1983-1998) Victor H. Pinter - ----------------- Vice President of subadviser Joined subadviser in 1989 PAST PERFORMANCE The graph will show how the fund's total return varies from year to year, while the table will show performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar year Best quarter: up 8.62%, third quarter 2000 Worst quarter: down 4.14%, first quarter 2000 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year 5.12% 7.01% Life of fund 6.58% 6.59% Index:Russell 1000(R) Value Index * Began operations on August 31, 1999. 12 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "value" approach carries the risk that in certain markets "value" stocks will underperform "growth" stocks. Also, the Fund's "large cap" approach carries the risk that in certain markets large cap stocks will underperform small and mid cap stocks. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1999** 2000 Net asset value, beginning of period $10.00 $ 10.16 Income from investment operations: Net investment income (loss) 0.04 0.15 Net realized and unrealized gain (loss) on investments* 0.31 0.36 Total from investment operations 0.35 0.51 Less distributions: Distributions from net investment income and capital paid in (0.04) (0.16) Distributions from net realized gain on investments sold (0.14) (0.06) Distributions in excess of income, capital paid in & gains (0.01) (0.03) Total distributions (0.19) (0.25) Net asset value, end of period $10.16 $ 10.42 Total investment return 3.58% 5.12% Ratios and supplemental data Net assets, end of period (000s omitted)($) $6,371 $18,164 Ratio of expenses to average net assets (%)*** 0.85% 0.85% Ratio of net investment income (loss) to average net assets (%) 1.13% 1.54% Turnover rate (%) 30.90% 59.15% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on August 31, 1999. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.17% and 1.09% for the years ended December 31, 1999 and 2000, respectively. 13 Large Cap Value CORE SM II Fund (Formerly American Leaders Large Cap Value Fund) GOAL AND STRATEGY This is a large cap stock fund with a value emphasis that seeks long-term capi- tal appreciation and dividend income. The Fund invests primarily in a diversified mix of common stocks of large established U.S. companies that are believed to offer favorable prospects for increasing dividends and growth in capital. The manager selects stocks using a combination of quantitative techniques and fundamental equity research. The manager employs an investment process known as CORE, "Computer Optimized, Research-Enhanced," that employs a proprietary quan- titative model. "CORE SM" is a service mark of Goldman, Sachs & Co. The manager identifies stocks that have strong expected earnings growth and momentum and better valuation and risk characteristics than the Russell 1000(R) Value Index. Stocks are purchased that have: . Low to modest valuation characteristics relative to general market measures, such as price/earnings ratio, book value and other fundamental accounting measures, and . favorable prospects for capital appreciation and/or dividend paying ability. The Fund is managed using risk control techniques to maintain risk, style, cap- italization and sector characteristics similar to the Russell 1000(R) Value Index. The Fund is broadly diversified by sector. The Fund normally invests in 100 to 350 stocks, with at least 65% (usually higher) of the Fund's assets in large cap companies. The Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, Standard & Poor's Depositary Receipts (SPDRs) and other Exchange Traded Funds (ETFs), and certain derivatives (investments whose value is based on indices or other secu- rities). As an example of how derivatives may be used, the Fund may invest in stock index futures to manage cash flow. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Goldman Sachs Asset Management, A unit of the Investment Management Division of Goldman, Sachs & Co. 32 Old Slip New York, New York 10005 Managing since 1988 Managing Fund since January, 2001 Managed approximately $282 billion in assets at the end of 2000 FUND MANAGERS Robert C. Jones - ----------------- Managing Director of subadviser Joined subadviser in 1989 Melissa R. Brown - ----------------- Managing Director of subadviser Joined subadviser in 1998 Director of Quantitative Equity Research at Prudential Securities (1983-1998) Victor H. Pinter - ----------------- Vice President of subadviser Joined subadviser in 1989 PAST PERFORMANCE Because this Fund did not have a full year of operations as of December 31, 2000, no year-by-year total returns or average annual total returns can be shown for this Fund. 14 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific investment cate- gory may lag the returns of the overall stock market. For example, the Fund's "value" approach carries the risk that in certain markets "value" stocks will underperform "growth" stocks. Also, the Fund's "large cap" approach carries the risk that in certain markets large cap stocks will underperform small cap and mid cap stocks. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Large Cap Value CORESM II Fund (formerly American Leaders Large Cap Value Fund) -- Period ended December 31: 2000** Net asset value, beginning of period $10.00 Income from investment operations: Net investment income (loss) 0.06 Net realized and unrealized gain (loss) on investments* 0.74 Total from investment operations 0.80 Less distributions: Distributions from net investment income and capital paid in (0.06) Distributions from net realized gain on investments sold (0.03) Distributions in excess of income, capital paid in & gains -- Total distributions (0.09) Net asset value, end of period $10.71 Total investment return 8.02% Ratios and supplemental data Net assets, end of period (000s omitted)($) $6,029 Ratio of expenses to average net assets (%) 0.85% Ratio of net investment income (loss) to average net assets (%) 1.22% Turnover rate (%) 17.16% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations June 30, 2000. 15 Large Cap Growth Fund GOAL AND STRATEGY This is a non-diversified large cap stock fund with a growth emphasis that seeks capital appreciation. The Fund invests primarily in a diversified mix of common stocks of large established U.S. companies that are believed to offer above-average potential for growth in revenues and earnings. The manager selects stocks using a combination of proprietary equity research and quantitative tools. Stocks are purchased that are undervalued relative to the stock's history and have improving earnings growth prospects. The manager seeks to maintain risk and sector characteristics similar to the Russell 1000(R) Growth Index. The Fund is "non-diversified", which means it can take larger positions in individual issuers. However, the Fund normally invests in 80 to 160 stocks, with at least 65% (usually higher) of its assets in large cap companies. The Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Independence Investment LLC 53 State Street Boston, Massachusetts 02109 Owned by John Hancock Managing since 1982 Managing Fund and its predecessor since March, 1986 Managed approximately $25 billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: Mark C. Lapman - ----------------- Executive Vice President of subadviser Joined team in 1996 Joined subadviser in 1982 Began career in 1979 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 27.79%, fourth quarter 1998 Worst quarter: down 11.16%, third quarter 1998 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year -17.89% -22.42% 5 years 17.08% 18.15% 10 years 16.24% 17.33% Life of fund 14.89% 14.98% Index:Russell 1000(R) Growth Index * Began operations on March 29, 1986. 16 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Non-Diversified Fund Risk: The Fund's larger position in individual issuers could produce more volatile performance relative to more diversified funds. The less diversified a fund's holdings are, the more likely it is that a spe- cific security's poor performance will hurt the fund significantly. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "growth" approach carries the risk that in certain markets "growth" stocks will underperform "value" stocks. Also, the Fund's "large cap" approach carries the risk that in certain markets large cap stocks will underperform small cap and mid cap stocks. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996 1997 1998 1999 2000 Net asset value, beginning of period $ 17.37 $ 17.49 $ 20.82 $ 26.19 $ 27.33 Income from investment operations: Net investment income (loss) 0.25 0.17 0.14 0.09 0.03 Net realized and unrealized gain (loss) on investments* 2.89 5.21 8.05 6.03 (4.89) Total from investment operations 3.14 5.38 8.19 6.12 (4.86) Less distributions: Distributions from net investment income and capital paid in (0.25) (0.17) (0.14) (0.09) (0.11) Distributions from net realized gain on investments sold (2.77) (1.88) (2.68) (4.89) (2.69) Distributions in excess of income, capital paid in & gains -- -- -- -- (0.78) Total distributions (3.02) (2.05) (2.82) (4.98) (3.58) Net asset value, end of period $ 17.49 $ 20.82 $ 26.19 $ 27.33 $ 18.89 Total investment return 18.27% 30.89% 39.51% 24.07% (17.89)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $524,145 $754,398 $1,126,764 $1,382,473 $1,146,787 Ratio of expenses to average net assets (%) 0.44% 0.44% 0.41% 0.39% 0.46% Ratio of net investment income (loss) to average net assets (%) 1.35% 0.86% 0.59% 0.33% 0.10% Turnover rate (%) 135.98% 83.82% 56.41% 37.42% 89.30% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. 17 Large Cap Aggressive Growth Fund GOAL AND STRATEGY This is a non-diversified large cap stock fund with a growth emphasis that seeks long-term capital appreciation. The Fund invests primarily in the common stocks of large established U.S. com- panies that are believed to offer above-average potential for long-term growth in revenues and earnings. The manager selects stocks using proprietary company-specific research that focuses on firms: . offering superior earnings growth that is not fully reflected in current mar- ket valuations, . having prospective earnings growth rates substantially above that of the S&P 500, and . exhibiting strong management, superior industry positions and excellent bal- ance sheets. The Fund employs aggressive investment strategies and invests most of its assets in a relatively small number of companies, with the 25 most highly regarded stocks representing a majority of the Fund's assets. The manager selects stocks without regard to any predefined sector selection criteria. The manager actively trades and adjusts the Fund's holdings to capitalize on market fluctuations. The manager typically: . increases investment in favored securities and reduces the number of holdings in declining markets, and . decreases investment in favored securities and increases the number of hold- ings in rising markets. The Fund is "non-diversified", which means it can take larger positions in individual issuers. The Fund normally invests in 35 to 75 stocks, with at least 65% (usually higher) of its assets in large cap companies. The Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Alliance Capital Management L.P. 1345 Avenue of the Americas New York, NY 10105 Managing, with predecessors, since 1971 Managing Fund since August, 1999 Managed approximately $454 billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: John H. Fogarty - ----------------- Vice president of subadviser Joined subadviser in 1988 Began career in 1988 Alfred Harrison - ----------------- Vice chairman and Director of subadviser Joined subadviser in 1978 Began career in 1962 PAST PERFORMANCE The graph will show how the fund's total return varies from year to year, while the table will show performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the vari- able contracts. Such fees and charges would cause the invesment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar year Best quarter: up 20.81%, fourth quarter 1999 Worst quarter: down 15.21%, fourth quarter 2000 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year -18.77% -22.42% Life of fund -1.79% -3.74% Index:Russell 1000(R) Growth Index * Began operations on August 31, 1999. 18 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Non-Diversified Fund Risk: The Fund's larger position in individual issuers could produce more volatile performance relative to more diversified funds. The less diversified a fund's holdings are, the more likely it is that a spe- cific security's poor performance will hurt the fund significantly. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "growth" approach carries the risk that in certain markets "growth" stocks will underperform "value" stocks. Also, the Fund's "large cap" approach carries the risk that large cap stocks will underperform small cap and mid cap stocks. Concentration Risk: The Fund's investment in securities of a smaller number of issuers could produce more volatile performance relative to funds that invest in a larger number of issuers. The more concentrated a fund's holdings are, the more likely it is a specific security's poor performance will hurt the fund significantly. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1999** 2000 Net asset value, beginning of period $ 10.00 $ 11.94 Income from investment operations: Net investment income (loss) (0.01) 0.03) Net realized and unrealized gain (loss) on investments* 2.03 (2.21) Total from investment operations 2.02 (2.24) Less distributions: Distributions from net investment income and capital paid in -- (0.11) Distributions from net realized gain on investments sold (0.08) (0.01) Distributions in excess of income, capital paid in & gains -- (0.06) Total distributions (0.08) (0.18) Net asset value, end of period $ 11.94 $ 9.52 Total investment return 20.18% (18.77)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $15,074 $26,244 Ratio of expenses to average net assets (%)*** 1.08% 1.00% Ratio of net investment income (loss) to average net assets (%) (0.39)% (0.37)% Turnover rate (%) 18.97% 75.97% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on August 31, 1999. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.17% and 1.05% for the years ended December 31, 1999 and 2000, respectively. 19 Large/Mid Cap Value Fund GOAL AND STRATEGY This is a large/mid cap stock fund with a value emphasis that seeks long-term capital appreciation. The Fund invests primarily in a diversified mix of common stocks of large- and mid-sized U.S. companies that are believed to offer favorable prospects for increasing dividends and growth in capital. The manager employs a value approach in selecting stocks, using proprietary equity research to identify stocks having distinct value characteristics based on industry- specific valuation criteria. The manager screens the investable universe for: . stocks in the Russell 1000(R) Value Index, or . stocks with dividend yields greater than the Russell 1000(R) Index, or . stocks with price/book ratios lower than the Russell 1000(R) Index. The Fund's assets are allocated to industry-specific sub-portfolios that are managed by each industry analyst. The manager oversees the Fund to maintain capitalization and sector weights similar to the Russell 1000(R) Value Index. The Fund normally invests in 90 to 130 stocks, with at least 65% (usually high- er) of its assets in large and mid cap companies. The Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). As an example of how derivatives may be used, the Fund may invest in stock index futures to manage cash flow. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Wellington Management Company, LLP 75 State Street Boston, Massachusetts 02109 Managing, with predecessors, since 1928 Managing Fund since August, 1999 Managed approximately $274 billion in assets at the end of 2000 FUND MANAGERS Management by Global Research Team overseen by: Doris Dwyer Chu - ----------------- Vice President of subadviser Joined subadviser in 1998 Partner and portfolio manager at Grantham, Mayo, Van Otterloo & Co. (1985-1998) Laurie A. Gabriel - ----------------- Managing Partner of subadviser Joined subadviser in 1976 PAST PERFORMANCE The graph will show how the fund's total return varies from year to year, while the table will show performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the vari- able contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar year Best quarter: up 11.62%, first quarter 2000 Worst quarter: down 5.65%, fourth quarter 2000 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year 13.41% 7.01% Life of fund 13.76% 6.59% Index:Russell 1000(R) Value Index * Began operations on August 31, 1999. 20 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concentrated in certain sectors, the Fund's performance could be worse than the overall mar- ket. Small /Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized compa- nies may be subject to more erratic price movements than investment in large established companies. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "value" approach carries the risk that in certain markets "value" stocks will underperform "growth" stocks. Also, the Fund's "large/mid cap" approach carries the risk that large/mid cap stocks will underperform small cap stocks. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally consid- ered more risky than direct investments. Also, in a down market, derivatives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1999** 2000 Net asset value, beginning of period $10.00 $ 10.42 Income from investment operations: Net investment income (loss) 0.03 0.09 Net realized and unrealized gain (loss) on investments* 0.45 1.30 Total from investment operations 0.48 1.39 Less distributions: Distributions from net investment income and capital paid in (0.03) (0.10) Distributions from net realized gain on investments sold (0.02) (0.08) Distributions in excess of income, capital paid in & gains (0.01) (0.06) Total distributions (0.06) (0.24) Net asset value, end of period $10.42 $ 11.57 Total investment return 4.72% 13.41% Ratios and supplemental data Net assets, end of period (000s omitted)($) $6,101 $15,728 Ratio of expenses to average net assets (%)*** 1.05% 1.05% Ratio of net investment income (loss) to average net assets (%) 0.94% 0.97% Turnover rate (%) 23.03% 86.97% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations August 31, 1999. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.42% and 1.36% for the years ended December 31, 1999 and 2000, respectively. 21 Large/Mid Cap Value II Fund (Formerly Mid Cap Value Fund) GOAL AND STRATEGY This is a large/mid cap stock fund with a value emphasis that seeks long-term capital appreciation. The Fund invests primarily in a diversified mix of common stocks of large- and mid-sized U.S. companies that are believed to offer favorable prospects for increasing dividends and growth in capital. The manager employs a value approach in selecting stocks, using proprietary equity research to identify stocks having distinct value characteristics based on industry- specific valuation criteria. The manager screens the investable universe for: . stocks in the Russell 1000(R) Value Index, or . stocks with dividend yields greater than the Russell 1000(R) Index, or . stocks with price/book ratios lower than the Russell 1000(R) Index. The Fund's assets are allocated to industry-specific sub-portfolios that are managed by each industry analyst. The manager oversees the Fund to maintain capitalization and sector weights similar to the Russell 1000(R) Value Index. The Fund normally invests in 90 to 130 stocks, with at least 65% (usually high- er) of its assets in large and mid cap companies. The Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). As an example of how derivatives may be used, the Fund may invest in stock index futures to manage cash flow. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Wellington Management Company, LLP 75 State Street Boston, Massachusetts 02109 Managing, with predecessors, since 1928 Managing Fund since January, 2001 Managed approximately $274 billion in assets at the end of 2000 FUND MANAGERS Management by Global Research Team overseen by: Doris Dwyer Chu - ----------------- Vice President of subadviser Joined subadviser in 1998 Partner and portfolio manager at Grantham, Mayo, Van Otterloo & Co. (1985-1998) Laurie A. Gabriel - ----------------- Managing Partner of subadviser Joined subadviser in 1976 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 17.06%, third quarter 1997 Worst quarter: down 21.29%, third quarter 1998 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year 28.38% 19.18% Life of fund 14.01% 14.72% Index:Russell Mid Cap(TM) Value Index * Began operations on May 1, 1996. 22 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Small /Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized com- panies may be subject to more erratic price movements than investment in large established companies. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "value" approach carries the risk that in certain markets "value" stocks will underperform "growth" stocks. Also, the Fund's "large/mid cap" approach carries the risk that in certain markets large cap and mid cap stocks will underperform small cap stocks. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Although the Fund's turnover rate has been high in recent years, the current manager anticipates that the Fund's turnover rate will normally be less than 100%. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Large/Mid Cap Value II Fund (formerly Mid Cap Value Fund)--Period ended December 31: 1996** 1997 1998 1999 2000 Net asset value, beginning of period $ 10.00 $ 11.35 $ 13.87 $ 12.19 $ 12.78 Income from investment operations: Net investment income (loss) 0.04 0.05 0.11 0.08 0.06 Net realized and unrealized gain (loss) on investments* 1.57 3.59 (1.68) 0.59 3.51 Total from investment operations 1.61 3.64 (1.57) 0.67 3.57 Less distributions: Distributions from net investment income and capital paid in (0.04) (0.05) (0.11) (0.08) (0.06) Distributions from net realized gain on investments sold (0.22) (1.07) -- -- (0.41) Distributions in excess of income, capital paid in & gains -- -- -- -- (1.23) Total distributions (0.26) (1.12) (0.11) (0.08) (1.70) Net asset value, end of period $ 11.35 $ 13.87 $ 12.19 $ 12.78 $ 14.65 Total investment return 16.18% 32.17% (11.33)% 5.52% 28.38% Ratios and supplemental data Net assets, end of period (000s omitted)($) $10,926 $64,973 $94,820 $92,150 $129,233 Ratio of expenses to average net assets (%)*** 1.05% 1.05% 0.96% 0.92% 0.87% Ratio of net investment income (loss) to average net assets (%) 0.69% 0.53% 0.93% 0.64% 0.42% Turnover rate (%) 62.99% 93.78% 173.33% 137.06% 235.80% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of purchases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on May 1, 1996. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 2.15% and 1.14% for the years ended December 31, 1996, and 1997, respectively. 23 Fundamental Growth Fund GOAL AND STRATEGY This is a stock fund with a growth emphasis that seeks long-term capital appre- ciation. The Fund invests primarily in the common stocks of large-sized and mid-sized U.S. companies that are believed to offer above-average potential for growth in revenues and earnings. The manager selects stocks using proprietary fundamental equity research and a systematic screening approach. The manager screens the universe for stocks that meet minimum size and earnings growth criteria. The manager employs a proprie- tary quantitative model to rank stocks based on: . fundamental catalyst (such as earnings surprise and momentum); . valuation (such as price-to sales ratio); and . financial strength (such as superior cash flow). The manager uses fundamental equity research with a global equity research team to identify companies with characteristics such as: . strong and innovative management teams; . opportunities for above average growth within its industry; . strong competitive positioning relative to peers and suppliers; . sufficient financial strength to grow the business; and . reasonable valuations relative to earnings expectations. The manager uses risk management tools and qualitative judgement to determine the Fund's sector and stock-specific weightings. The Fund is broadly diversi- fied by sector. The Fund normally invests in 90 to 150 stocks, with at least 65% (usually higher) of its assets in large and mid cap companies. The Fund normally has 10% or less (usually lower) of its assets in cash and cash equiva- lents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). As an example of how derivatives may be used, the Fund may invest in stock index futures to manage cash flow. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Putnam Investment Management, LLC One Post Office Square Boston, Massachusetts 02119 Managing since 1937 Managing Fund since August, 2000 Managed approximately $370 billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: Eric M. Wetlaufer, CFA - ----------------- Managing Director and Chief Investment Officer of subadviser Joined subadviser in 1997 Managing Director and Portfolio Manager at Cadence Capital Management (1991 -- 1997) Began career in 1985 PAST PERFORMANCE The graph will show how the fund's total return varies from year to year, while the table will show performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the vari- able contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar year Best quarter: up 54.57%, third quarter 1999 Worst quarter: down 20.91%, second quarter 2000 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year -3.03% -11.75% Life of fund 35.44% 16.11% Index:Russell Mid Cap(TM) Growth Index * Began operations on August 31, 1999. 24 MAIN RISKS Primary Small /Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized com- panies may be subject to more erratic price movements than investment in large established companies. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "growth" approach carries the risk that in certain markets "growth" stocks will underperform "value" stocks. Also, the Fund's "large/mid cap" approach carries the risk that large/mid cap stocks will underperform small cap stocks. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1999** 2000 Net asset value, beginning of period $10.00 $ 14.42 Income from investment operations: Net investment income (loss) (0.02) (0.02) Net realized and unrealized gain (loss) on investments* 5.34 (0.44) Total from investment operations 5.32 (0.46) Less distributions: Distributions from net investment income and capital paid in -- (0.03) Distributions from net realized gain on investments sold (0.90) (0.76) Distributions in excess of income, capital paid in & gains -- (0.65) Total distributions (0.90) (1.44) Net asset value, end of period $14.42 $ 12.52 Total investment return 54.57% (3.03)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $9,175 $46,114 Ratio of expenses to average net assets (%)*** 0.95% 0.96% Ratio of net investment income (loss) to average net assets (%) (0.55)% (0.38)% Turnover rate (%) 61.66% 250.46% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations August 31, 1999. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.09% and 1.00% for the years ended December 31, 1999 and 2000, respectively. 25 Mid Cap Blend Fund GOAL AND STRATEGY This is a mid cap stock fund that seeks long-term capital appreciation. The Fund invests primarily in a diversified mix of common stocks of mid-sized U.S. companies that are believed to offer: . favorable prospects for increasing dividends and capital appreciation (i.e., "value" companies), and . above-average potential for growth in revenues and earnings (i.e. "growth" companies). The manager selects stocks using a combination of proprietary equity research and quantitative tools. Stocks are purchased that are undervalued relative to the stock's history and have improving earnings growth prospects. The manager seeks to maintain risk and sector characteristics similar to the Russell Mid Cap(TM) Index. The Fund normally invests in 80 to 160 stocks, with at least 65% (usually high- er) of its assets in mid cap companies. The Fund normally has 10% or less (usu- ally lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Independence Investment LLC 53 State Street Boston, Massachusetts 02109 Owned by John Hancock Managing since 1982 Managing Fund since August, 1999 Managed approximately $25 billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: Coreen S. Kraysler, CFA - ----------------- Senior Vice President of subadviser Joined subadviser in 1986 PAST PERFORMANCE The graph will show how the fund's total return varies from year to year, while the table will show performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the vari- able contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar year Best quarter: up 14.64%, second quarter 1999 Worst quarter: down 2.71%, third quarter 1999 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year 18.58% 8.25% Life of fund 23.31% 16.40% Index:Russell Mid Cap(TM) Index * Began operations on August 31, 1999. 26 MAIN RISKS Primary Small /Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized com- panies may be subject to more erratic price movements than investment in large established companies. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "mid cap" approach carries the risk that in certain markets "mid cap" stocks will underperform "large cap" and "small cap" stocks. Also, the Fund's "blend" style carries the risk that in certain markets, "blend" styles will underperform "growth" and "value" styles. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. The Fund had a high turnover rate in 2000 because of higher than expected market volatility. Normally, the Fund's turnover rate is expected to be less than 100%. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1999 2000 Net asset value, beginning of period $10.00 $ 10.70 Income from investment operations: Net investment income (loss) 0.03 0.04 Net realized and unrealized gain (loss) on investments* 1.10 1.93 Total from investment operations 1.13 1.97 Less distributions: Distributions from net investment income and capital paid in (0.03) (0.04) Distributions from net realized gain on investments sold (0.40) (0.24) Distributions in excess of income, capital paid in & gains -- (0.27) Total distributions (0.43) (0.55) Net asset value, end of period $10.70 $ 12.12 Total investment return 11.53% 18.58% Ratios and supplemental data Net assets, end of period (000s omitted)($) $5,810 $21,259 Ratio of expenses to average net assets (%)*** 0.85% 0.85% Ratio of net investment income (loss) to average net assets (%) 0.82% 0.44% Turnover rate (%) 55.68% 138.64% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of purchases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on August 31, 1999. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.20% and 1.04% for the years ended December 31, 1999 and 2000, respectively. 27 Mid Cap Growth Fund GOAL AND STRATEGY This is a non-diversified mid cap stock fund with a growth emphasis that seeks long-term capital appreciation. The Fund invests primarily in the common stocks of mid-sized U.S. companies that are believed to offer above-average potential for growth in revenues and earnings. The manager selects stocks using proprietary equity research. Stocks are pur- chased that are expected to have earnings growth potential that may not be rec- ognized by the investment community. The manager selects stocks without regard to any pre- defined sector selection criteria. The manager looks for companies experiencing: . above-average growth relative to their peers or the general economy; and . positive change due to new product developments, improved regulatory environ- ment or a new management team. The Fund is "non-diversified", which means it can take larger positions in individual issuers. The Fund normally invests in 35 to 85 stocks, with at least 65% of its assets in mid cap companies. The Fund normally has 15% or less of its assets in cash and cash equivalents. The Fund's sector exposures are a result of stock selection as opposed to predetermined allocations. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: foreign securities denominated in U.S. dollars or any other currency, and certain derivatives (investments whose value is based on indices or other securities). As an example of the use of derivatives, the Fund may use futures and forwards to implement currency management strategies and manage cash flow. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Janus Capital Corporation 100 Fillmore Street Denver, Colorado 80206 Managing since 1970 Managing Fund since May, 1996 Managed approximately $250 billion in assets at the end of 2000 FUND MANAGER James P. Goff - ----------------- Executive Vice President of subadviser Managed fund since 1996 (its inception) Joined subadviser in 1988 Began career in 1985 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 59.33%, fourth quarter 1999 Worst quarter: down 29.24%, fourth quarter 2000 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year -35.86% -11.75% Life of fund 19.90% 16.39% Index:Russell Mid Cap(TM) Growth Index *Began operations on May 1, 1996. 28 MAIN RISKS Primary Small /Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized com- panies may be subject to more erratic price movements than investment in large established companies. Non-Diversified Fund Risk: The Fund's larger position in individual issuers could produce more volatile performance relative to more diversified funds. The less diversified a fund's holdings are, the more likely it is that a spe- cific security's poor performance will hurt the fund significantly. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "growth" approach carries the risk that in certain markets "growth" stocks will underperform "value" stocks. Also, the Fund's "mid cap" approach carries the risk that in certain markets mid cap stocks will underperform small cap and large cap stocks. Concentration Risk: The Fund's investment in securities of a smaller number of issuers could produce more volatile performance relative to funds that invest in a larger number of issuers. The more concentrated a fund's holdings are, the more likely it is a specific security's poor performance will hurt the fund significantly. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. Secondary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, economic, political and social instability and foreign currency rate fluctuations. Factors such as lack of liquidity, foreign ownership limits and restrictions on removing cur- rency also pose special risks. Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could be- come harder to value or sell at a fair price. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share Interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996** 1997 1998 1999 2000 Net asset value, beginning of period $ 10.00 $ 10.22 $ 11.93 $ 15.12 $ 29.22 Income from investment operations: Net investment income (loss) 0.05 (0.02) (0.09) (0.19) (0.05) Net realized and unrealized gain (loss) on investments* 0.22 1.73 4.75 17.70 (10.49) Total from investment operations 0.27 1.71 4.66 17.51 (10.54) Less distributions: Distributions from net investment income and capital paid in (0.05) -- (0.15) -- (1.06) Distributions from net realized gain on investments sold -- -- (1.32) (3.41) (0.41) Distributions in excess of income, capital paid in & gains -- -- -- -- (1.61) Total distributions (0.05) -- (1.47) (3.41) (3.08) Net asset value, end of period $ 10.22 $ 11.93 $ 15.12 $ 29.22 $ 15.60 Total investment return 2.69% 16.66% 39.07% 118.31% (35.86)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $16,492 $40,235 $94,085 $452,937 $393,988 Ratio of expenses to average net assets (%)*** 1.10% 1.10% 1.10% 0.93% 0.85% Ratio of net investment income (loss) to average net assets (%) 0.92% (0.26% (0.64)% (0.68)% (0.43)% Turnover rate (%) 71.25% 124.04% 137.01% 106.06% 140.94% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of purchases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations May 1, 1996. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 2.34%, 1.42% and 1.13% for the years ended December 31, 1996, 1997, and 1998, respectively. 29 Small/Mid Cap CORE SM Fund GOAL AND STRATEGY This is a small/mid cap stock fund that seeks long-term capital appreciation. The Fund invests primarily in a diversified mix of the common stocks of small and mid-sized U.S. companies that are believed to offer: . favorable prospects for increasing dividends and capital appreciation (i.e., "value" companies); and . above-average potential for growth in revenues and earnings (i.e. "growth" companies). The manager selects stocks using a combination of quantitative techniques and equity research. The manager employs an investment process known as CORE, "Com- puter Optimized, Research-Enhanced," that employs a proprietary quantitative model. "CORE SM" is a service mark of Goldman, Sachs & Co. Stocks are purchased that have strong expected earnings growth and momentum and better valuation and risk characteristics than the Russell 2500(TM) Index. The Fund is managed using risk control techniques to maintain risk, style, cap- italization and sector characteristics similar to the Russell 2500(TM) Index. The Fund is broadly diversified by sector. The Fund normally invests in 400 to 700 stocks, with at least 65% (usually higher) of the Fund's assets in small cap and mid cap companies. The Fund nor- mally has 10% or less (usually lower) of its assets in cash and cash equiva- lents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, Standard & Poor's Depositary Receipts (SPDRs) and other Exchange Traded Funds (ETFs), and certain derivatives (investments whose value is based on indices or other secu- rities). As an example of how derivatives may be used, the Fund may invest in stock index futures to manage cash flow. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Goldman Sachs Asset Management, A unit of the Investment Management Division of Goldman Sachs and Co. 32 Old Slip New York, New York 10005 Managing since 1988 Managing Fund since May, 1998 Managed approximately $282 billion in assets at the end of 2000 FUND MANAGERS Robert C. Jones - ----------------- Managing Director of subadviser Joined subadviser in 1989 Melissa R. Brown - ----------------- Managing Director of subadviser Joined subadviser in 1998 Director of Quantitative Equity Research at Prudential Securities (1983-1998) Victor H. Pinter - ----------------- Vice President of subadviser Joined subadviser in 1990 PAST PERFORMANCE The graph will show how the fund's total return varies from year to year, while the table will show performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 17.85%, second quarter 1999 Worst quarter: down 20.01%, fourth quarter 1998 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year 4.63% 4.27% Life of fund 4.94% 6.20% Index: Russell 2500(TM) Index * Began operations on May 1, 1998. 30 MAIN RISKS Primary Small/Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized compa- nies may be subject to more erratic price movements than investment in large established companies. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "small/mid cap" approach carries the risk that in certain markets small/mid cap stocks will underperform large cap stocks. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. The Fund had unusually high turnover in 1999 and in 2000. This higher than expected turnover is due to (i) the relatively small size of the Fund, which magnifies the effect of contributions and redemptions, and (ii) the high vola- tility of the market, which in 1999 resulted in the subadviser implementing procedures to reduce the Fund's tracking risk. Normally, the Fund's turnover rate will be less than 100%. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1998** 1999 2000 Net asset value, beginning of period $10.00 $ 9.02 $ 9.82 Income from investment operations: Net investment income (loss) -- 0.02 0.05 Net realized and unrealized gain (loss) on investments* (0.98) 1.77 0.39 Total from investment operations (0.98) 1.79 0.44 Less distributions: Distributions from net investment income and capital paid in -- (0.03) (0.07) Distributions from net realized gain on investments sold -- (0.96) (0.32) Distributions in excess of income, capital paid in & gains -- -- (0.05) Total distributions -- (0.99) (0.44) Net asset value, end of period $ 9.02 $ 9.82 $ 9.82 Total investment return (9.81)% 20.54 % 4.63% Ratios and supplemental data Net assets, end of period (000s omitted)($) $5,015 $8,248 $21,636 Ratio of expenses to average net assets (%)*** 1.05% 0.94% 0.90% Ratio of net investment income (loss) to average net assets (%) (0.01)% 0.30% 0.56% Turnover rate (%) 60.51% 109.12% 94.78% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations May 1, 1998. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 4.55%, 2.24% and 1.23% for the years ended December 31, 1998, 1999 and 2000, respectively. 31 Small/Mid Cap Growth Fund GOAL AND STRATEGY This is a small/mid cap stock fund with a growth emphasis that seeks long-term capital appreciation. The Fund invests primarily in the common stocks of small and mid-sized U.S. companies that are believed to offer above-average potential for growth in rev- enues and earnings. The manager selects stocks using a combination of proprietary quantitative and qualitative equity research. Quantitative screening seeks to identify a group of high-quality companies with above-average growth characteristics relative to industry peers. Equity research seeks to identify indi vidual companies from that group with a higher potential for long term earnings growth and capital appreciation. The manager buys companies that seem attractive based on a combination of cri- teria, among others: . Superior historical earnings growth, . Prospects for above-average growth, . Attractive valuations, . Strong market positions, . Favorable new products, and . Superior management. The Fund is broadly diversified by sector. The Fund normally invests in 60 to 110 stocks, with at least 65% (usually higher) of its assets in small and mid cap companies. The Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Wellington Management Company, LLP 75 State Street Boston, Massachusetts 02109 Managing, with predecessors, since 1928 Managing Fund since May, 1999 Managed approximately $274 billion in assets at the end of 2000 FUND MANAGERS Frank V. Wisneski - ----------------- Senior Vice President of subadviser Joined subadviser in 1968 (Retiring June, 2001) Frank J. Boggan, CFA - ----------------- Vice President of subadviser Joined subadviser in 2001 Managing Director of Palladian Capital Management (1998-2001) Portfolio Manager at The Pioneer Group (1991-1998) John J. Harrington, CFA - ----------------- Vice President of subadviser Joined subadviser in 1995 Portfolio Manager at Munder Capital Management (1991-1994) PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 21.59%, fourth quarter 1998 Worst quarter: down 21.48%, third quarter 1998 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 Index 2** 1 year 9.25% -16.10% -16.10% 5 Years 10.34% 12.17% 17.50% Life of fund 12.85% 14.14% 18.14% Index 1: Russell 2500(TM) Growth Index Index 2: A composite index combining the performance of the following indices over the periods indicated: Russell Mid Cap(TM) Growth Index (from inception through April 30, 1999) and Russell 2500(TM) Growth Index (after April 30, 1999) *Began operations on May 1, 1994. ** John Hancock believes Index 2 is a more suitable index against which to measure the fund's performance because it more closely matches the fund's changes in investment strategy since inception. 32 MAIN RISKS Primary Small/Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized compa- nies may be subject to more erratic price movements than investment in large established companies. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "growth" approach carries the risk that in certain markets "growth" stocks will underperform "value" stocks. Also, the Fund's "small/mid cap" approach carries the risk that in certain markets small/mid cap stocks will underperform large cap stocks. Concentration Risk: The Fund's investment in securities of a smaller number of issuers could produce more volatile performance relative to funds that invest in a larger number of issuers. The more concentrated a fund's holdings are, the more likely it is a specific security's poor performance will hurt the fund significantly. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commis- sions and other transaction costs will have on the fund's performance. Any turnover rate in excess of 100% is considered relatively high. The Fund had a high turnover rate in 1999 and 2000 because of higher than expected market volatility and some restructuring of the Fund. In future years, the Fund's turnover rate will normally be less than 100%. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996 1997 1998 1999 2000 Net asset value, beginning of period $ 13.18 $ 16.52 $ 15.39 $ 15.94 $ 14.03 Income from investment operations: Net investment income (loss) 0.02 0.01 (0.02) (0.07) (0.02) Net realized and unrealized gain (loss) on investments* 3.99 0.56 0.88 0.74 1.27 Total from investment operations 4.01 0.57 0.86 0.67 1.25 Less distributions: Distributions from net investment income and capital paid in (0.02) (0.01) -- (0.17) -- Distributions from net realized gain on investments sold (0.65) (1.69) (0.31) (2.41) (1.43) Distributions in excess of income, capital paid in & gains -- -- -- -- (0.15) Total distributions (0.67) (1.70) (0.31) (2.58) (1.58) Net asset value, end of period $ 16.52 $ 15.39 $ 15.94 $ 14.03 $ 13.70 Total investment return 30.33% 3.44% 5.61% 5.15% 9.25% Ratios and supplemental data Net assets, end of period (000s omitted)($) $194,108 $213,612 $193,332 $181,931 $190,010 Ratio of expenses to average net assets (%) 0.84% 0.85% 0.89% 0.85% 0.85% Ratio of net investment income (loss) to average net assets (%) 0.18% 0.09% (0.11)% (0.27)% (0.20)% Turnover rate (%) 217.84% 331.19% 162.21% 172.58% 103.19% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. 33 Small Cap Equity Fund GOAL AND STRATEGY This is a small cap stock fund that seeks long-term capital appreciation. The Fund invests primarily in a diversified mix of the common stocks of small U.S. companies that are believed to be undervalued relative to long-term earn- ings growth potential. The manager selects stocks using proprietary fundamental equity research. Research focuses on identifying companies that are believed to be: . undervalued (i.e., with current stock price below long-term value); . asset rich with strong balance sheets and able to generate internal cash flows to meet capital needs; and . dynamic and growing with realistic payback periods for any price premium. The manager employs a research intensive approach using extensive field research and direct company contact to determine the fundamental value of a company. A company's future prospects are determined from analyzing a company's products, markets, management, suppliers, and competitors. The Fund is managed using a multiple portfolio manager system in which the Fund is managed by multiple portfolio managers and/or research analysts. The Fund is normally broadly diversified since its exposures reflect the aggregate deci- sions of the multiple portfolio managers and research analysts managing the Fund. The Fund's sector exposures are a result of stock selection as opposed to pre- determined allocations. The Fund normally invests in 150 to 300 stocks, with at least 65% (usually higher) of its assets in small cap companies. The Fund nor- mally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Capital Guardian Trust Company 333 South Hope Street Los Angeles, California 90071 Managing since 1968 Managing Fund since November, 2000 Managed approximately $122 billion in assets at the end of 2000 FUND MANAGERS Team managed by 5 Portfolio Managers Average 17 years with Capital Guardian Average 21 years industry experience See Appendix A for more details PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 18.11%, second quarter 1997 Worst quarter: down 21.06%, third quarter 1998 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 Index 2** 1 year -8.89% -3.02% 10.32% Life of fund 2.97% 8.69% 8.52% Index 1: Russell 2000(R) Index Index 2: A composite index combining the performance of the following indices over the periods indicated: 50% Russell 2000(R) Index/50% Russell 2000(R) Value Index (from inception through August, 1999); Russell 2000(R) Value Index (from September, 1999 through October, 2000); and Russell 2000(R) Index (after Octo- ber, 2000) *Began operations on May 1, 1996. ** John Hancock believes Index 2 is a more suitable index against which to measure the fund's performance because it more closely matches the fund's changes in investment strategy since inception. 34 MAIN RISKS Primary Small/Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized compa- nies may be subject to more erratic price movements than investment in large established companies. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "small cap" approach carries the risk that in certain markets small cap stocks will underperform mid cap and large cap stocks. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Although the Fund's turnover rate has been high in recent years, the current manager anticipates that the Fund's turnover rate will normally be less than 100%. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996** 1997 1998 1999 2000 Net asset value, beginning of period $ 10.00 $ 10.73 $ 12.40 $ 11.59 $ 10.92 Income from investment operations: Net investment income (loss) 0.07 0.08 0.07 0.09 0.14 Net realized and unrealized gain (loss) on investments* 0.96 2.66 (0.81) (0.50) (1.13) Total from investment operations 1.03 2.74 (0.74) (0.41) (0.99) Less distributions: Distributions from net investment income and capital paid in (0.07) (0.08) (0.07) (0.07) (0.45) Distributions from net realized gain on investments sold (0.23) (0.99) -- (0.01) (0.14) Distributions in excess of income, capital paid in & gains -- -- -- (0.18) (0.20) Total distributions (0.30) (1.07) (0.07) (0.26) (0.79) Net asset value, end of period $ 10.73 $ 12.40 $ 11.59 $ 10.92 $ 9.14 Total investment return 10.33% 25.57% (5.96)% (3.43)% (8.89)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $10,541 $43,261 $64,095 $68,900 $70,031 Ratio of expenses to average net assets (%)*** 1.05% 1.05% 1.05% 0.95% 0.92% Ratio of net investment income (loss) to average net assets (%) 1.15% 0.68% 0.63% 0.78% 1.25% Turnover rate (%) 66.31% 126.10% 100.83% 117.33% 189.57% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on May 1, 1996. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 2.06%, 1.30%, 1.08%, 0.96% and 0.95% for the years ended December 31, 1996, 1997, 1998, 1999 and 2000, respectively. 35 Small Cap Value Fund (Formerly Small/Mid Cap Value Fund) GOAL AND STRATEGY This is a small cap stock fund with a value emphasis that seeks long-term capi- tal appreciation. The Fund invests primarily in a diversified mix of common stocks of small U.S. companies that are believed to be undervalued by various measures and offer good prospects for capital appreciation. The manager employs a value approach in selecting stocks using proprietary fun- damental equity research. The manager generally looks for companies with: . Low price/earnings, price/book or price/cash flow ratios relative to small cap stocks, the company's peers, or its own historical norm. . Low stock price relative to a company's underlying asset values. . A sound balance sheet and other positive financial characteristics. . Catalysts with the potential for value realization such as beneficial manage- ment change, restructuring, or industry consolidation. The Fund's sector exposures are a result of stock selection as opposed to pre- determined allocations. The Fund normally invests in 75 to 135 stocks, with at least 65% (usually higher) of its assets in small cap compa- nies. The Fund normally has 10% or less of its assets in cash and cash equiva- lents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, Maryland 21202 Managing since 1937 Managing Fund since January, 2001 Managed approximately $167 billion in assets at the end of 2000 FUND MANAGERS Management by Investment Advisory Committee Preston G. Athey, CFA, CIC - ----------------- Managing Director of subadviser Joined subadviser in 1978 PAST PERFORMANCE The graph will show how the fund's total return varies from year to year, while the table will show performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 13.42%, third quarter 2000 Worst quarter: down 4.40%, third quarter 1999 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year 34.19% 20.79% Life of fund 29.38% 15.91% Index: Russell 2500(R) Value Index * Began operations on August 31, 1999. 36 MAIN RISKS Primary Small/Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized compa- nies may be subject to more erratic price movements than investment in large established companies. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "value" approach carries the risk that in certain markets "value" stocks will underperform "growth" stocks. Also, the Fund's "small cap" approach carries the risk that in certain markets small cap stocks will underperform mid cap and large cap stocks. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Although the Fund's turnover rate was high in 2000, the current manager antic- ipates that the Fund's turnover rate will normally be less than 100%. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Small Cap Value Fund (formerly Small/Mid Cap Value Fund) -- Period ended December 31: 1999** 2000 Net asset value, beginning of period $10.00 $ 10.13 Income from investment operations: Net investment income (loss) -- 0.01 Net realized and unrealized gain (loss) on investments* 0.49 3.37 Total from investment operations 0.49 3.38 Less distributions: Distributions from net investment income and capital paid in -- (0.01) Distributions from net realized gain on investments sold (0.36) (1.80) Distributions in excess of income, capital paid in & gains -- -- Total distributions (0.36) (1.81) Net asset value, end of period $10.13 $ 11.70 Total investment return 5.08% 34.19% Ratios and supplemental data Net assets, end of period (000s omitted)($) $5,570 $29,436 Ratio of expenses to average net assets (%)*** 1.05% 1.05% Ratio of net investment income (loss) to average net assets (%) (0.12)% 0.13% Turnover rate (%) 51.97% 220.80% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on August 31, 1999. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.61% and 1.29% for the years ended December 31, 1999 and 2000, respectively. 37 Small Cap Growth Fund GOAL AND STRATEGY This is a small cap stock fund with a growth emphasis that seeks long-term cap- ital appreciation. The Fund invests primarily in a diversified mix of the common stocks of small U.S. companies that are believed to offerabove-average potential for growth in revenues and earnings. The manager selects stocks using proprietary equity research. Stocks are pur- chased that are expected to have rapid earnings growth that is not yet widely recognized by the investment community. The manager looks for companies with: . demonstrated annual 20% earnings growth over 3 years and/or similar future growth expectations; . dominant market niche or poised to become market leaders; and . high quality senior management with coherent business strategies. The Fund is highly diversified by sector and number of individual stocks. The Fund's sector weightings are broadly diversified and managed relative to those of the Russell 2000(R) Growth Index. The Fund normally invests in 140 to 220 stocks, with at least 65% (usually higher) of its assets in small cap compa- nies. The Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER John Hancock Advisers, Inc. 101 Huntington Avenue Boston, Massachusetts 02199 Owned by John Hancock Managing since 1968 Managing Fund since May, 1996 Managed approximately $32 billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: Bernice S. Behar, CFA - ----------------- Senior Vice President of subadviser Joined subadviser in 1991 Began career in 1986 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 45.57%, fourth quarter 1999 Worst quarter: down 22.48%, fourth quarter 2000 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year -21.43% -22.43% Life of fund 12.63% 4.72% Index: Russell 2000(R) Growth Index *Began operations on May 1, 1996. 38 MAIN RISKS Primary Small/Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized compa- nies may be subject to more erratic price movements than investment in large established companies. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's invest- ment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "growth" approach carries the risk that in certain markets "growth" stocks will underperform "value" stocks. Also, the Fund's "small cap" approach carries the risk that in certain markets small cap stocks will underperform mid cap and large cap stocks. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996** 1997 1998 1999 2000 Net asset value, beginning of period $ 10.00 $ 9.93 $ 11.34 $ 12.99 $ 19.12 Income from investment operations: Net investment income (loss) 0.01 (0.02) (0.05) (0.21) (0.02) Net realized and unrealized gain (loss) on investments* (0.06) 1.44 1.70 9.06 (4.16) Total from investment operations (0.05) 1.42 1.65 8.85 (4.18) Less distributions: Distributions from net investment income and capital paid in (0.02) (0.01) -- -- (1.35) Distributions from net realized gain on investments sold -- -- -- (2.72) (0.12) Distributions in excess of income, capital paid in & gains -- -- -- -- -- Total distributions (0.02) (0.01) -- (2.72) (1.47) Net asset value, end of period $ 9.93 $ 11.34 $ 12.99 $ 19.12 $ 13.47 Total investment return (0.50)% 14.26% 14.49% 70.38% (21.43)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $20,633 $48,761 $74,849 $179,570 $234,542 Ratio of expenses to average net assets (%)*** 1.00% 1.00% 1.00% 0.89% 0.82% Ratio of net investment income (loss) to average net assets (%) 0.12% (0.28)% (0.65)% (0.70) (0.50)% Turnover rate (%) 50.93% 86.23% 101.16% 113.11% 97.73% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuations in market values of the fund. ** Fund began operations on May 1, 1996. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made, the expense ratio would have been 1.55%, 1.12% and 1.05% for the years ended December 31, 1996, 1997, and 1998, respectively. 39 International Equity Index Fund GOAL AND STRATEGY This is an international stock fund that seeks to track the performance of broad-based equity indices of foreign companies in developed and emerging mar- kets. The Fund is managed relative to a target mix of 90% in the MSCI EAFE GDP Index and 10% in the MSCI EMF Index. The EAFE GDP Index, known as the Europe Austral- asia and Far East Index, includes foreign companies in developed markets, with country index weights based upon a country's Gross Domestic Product (GDP). The EMF Index, known as the Emerging Markets Free Index, includes foreign companies in emerging markets, with country index weights based upon a country's market capitalization. The manager employs a passive management strategy using quantitative techniques to invest in a representative sample of stocks in the Index. The manager selects stocks in an attempt to track, as closely as possible, the characteris- tics of the Index, including country and sector weights. The Fund normally invests in 400 to 1,200 stocks. The Index composition changes from time to time. The manager will reflect those changes as soon as practical. The Fund is normally fully invested. The manager may invest in stock index futures to maintain market exposure and manage cash flow. Although the Fund may employ foreign currency hedging techniques, the Fund normally maintains the currency exposure of the underlying equity investments. The Fund may purchase other types of securities that are not primary investment vehicles, for example: American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs), European Depositary Receipts (EDRs), iShares SM and other Exchange Traded Funds (ETFs), cash equivalents, and certain derivatives (in- vestments whose value is based on indices or other securities). As an example of how derivatives may be used, the Fund may invest in stock index futures to manage cash flow. Note: "MSCI EAFE GDP Index" and "MSCI EMF Index" are the exclusive property of Morgan Stanley & Co., Incorporated and are registered service marks of Morgan Stanley Capital International. - -------------------------------------------------------------------------------- SUBADVISER Independence Investment LLC 53 State Street Boston, Massachusetts 02109 Owned by John Hancock Managing since 1986 Managing Fund since May, 1998 Managed approximately $25 billion in assets at the end of 2000 FUND MANAGERS Bradford S. Greenleaf, CFA - ----------------- Senior Vice President of subadviser Joined team in 2000 Joined subadviser in 1994 Vice President, Franklin Portfolio Associates, Inc. (1986-1994) David P. Nolan, CFA - ----------------- Senior Vice President of subadviser Joined subadviser in 1996 Portfolio manager Boston International Advisors, Inc. (1989-1996) PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 20.91%, fourth quarter 1998 Worst quarter: down 14.75%, third quarter 1998 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 Index 2** 1 year -17.42% -15.30% -16.93% 5 years 6.25% 10.16% 7.81% 10 years 8.21% 10.27% 8.75% Life of fund 7.29% 9.11% 6.29% Index 1: MSCI EAFE GDP Index Index 2: A composite index combining the performance of the following indices over the periods indicated: MSCI EAFE Index (from inception through April 30, 1998); MSCI EAFE GDP Index (from May 1, 1998 through June 30, 1999); and 90% MSCI EAFE GDP Index/10% MSCI EMF Index (after June 30, 1999) * Began operations on May 2, 1988. ** John Hancock believes Index 2 is a more suitable index against which to measure the fund's performance because it more closely matches the fund's changes in investment strategy since inception. 40 MAIN RISKS Primary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, economic, political and social instability and foreign currency rate fluctuations. Factors such as lack of liquidity, foreign ownership limits and restrictions on removing cur- rency also pose special risks. All foreign securities have some degree of for- eign risk. However, to the extent the Fund invests in emerging market coun- tries, it will have a significantly higher degree of foreign risk than if it invested exclusively in developed or newly-industrialized countries. Index Management Risk: Certain factors such as the following may cause the Fund to track the Index less closely: . The securities selected by the manager may not be fully representative of the Index. . Transaction expenses of the Fund may result in the Fund's performance being different than that of the Index. . The size and timing of the Fund's cash flows may result in the Fund's per- formance being different than that of the Index. Also, index funds like this one will have more difficulty in taking defensive positions in abnormal market conditions. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's invest- ments are concentrated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally considered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996 1997 1998 1999 2000 Net asset value, beginning of period $ 15.61 $ 16.83 $ 15.20 $ 15.56 $ 19.64 Income from investment operations: Net investment income (loss) 0.21 0.13 0.23 0.21 0.23 Net realized and unrealized gain (loss) on investments* 1.22 (0.97) 2.91 4.51 (3.64) Total from investment operations 1.43 (0.84) 3.14 4.72 (3.41) Less distributions: Distributions from net investment income and capital paid-in (0.21) (0.13) (0.23) (0.21) (0.25) Distributions from net realized gain on investments sold -- (0.66) (2.55) (0.38) (0.59) Distributions in excess of income, capital paid in & gains -- -- -- (0.05) -- Total distributions (0.21) (0.79) (2.78) (0.64) (0.84) Net asset value, end of period $ 16.83 $ 15.20 $ 15.56 $ 19.64 $ 15.39 Total investment return 9.19% (5.03)% 20.82% 30.87% (17.42)% Ratios and supplemental data Net assets, end of period (000s omitted) $155,753 $152,359 $173,137 $244,017 $195,012 Ratio of expenses to average net assets (%)** 0.76% 0.79% 0.56% 0.31% 0.28% Ratio of net investment income (loss) to average net assets (%) 1.30% 0.78% 1.45% 1.26% 1.40% Turnover rate (%) 92.03% 83.13% 158.63% 19.01% 14.86% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of purchases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 0.63%, 0.38% and 0.37% for the years ended December 31, 1998, 1999 and 2000, respectively. 41 International Opportunities Fund GOAL AND STRATEGY This is an international stock fund that seeks long-term capital appreciation. The Fund primarily invests in a diversified mix of common stocks of large established and medium-sized foreign companies located outside the U.S., pri- marily in developed countries and in emerging markets to a lesser extent. The manager selects stocks using proprietary fundamental research that identi- fies companies that: . are capable of achieving sustainable above-average, long-term earnings growth; . are reasonably priced relative to present or anticipated earnings, cash flow, or book value; and . have attractive valuations relative to opportunities in large, mid or small cap companies. The Fund's country and regional exposures are primarily a result of stock selection, although the Fund maintains broad diversification across countries and regions. The manager selects stocks that have growth characteristics such as: . leading market position or technological leadership; . attractive business niche; . healthy balance sheets with relatively low debt; . strong competitive advantage; . strength of management; and . earnings growth and cash flow sufficient to support growing dividends. The Fund invests in at least 3 different countries other than the U.S., but normally invests in 15 to 45 countries, with at least 65% of its assets in securities of non-U.S. entities. The Fund will invest no more than 20% of its assets in emerging market stocks. The Fund normally invests in 150 to 250 stocks and normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). Although the Fund may employ foreign currency hedging techniques, the Fund nor- mally maintains the currency exposure of the underlying equity investments. The Fund also may purchase other types of securities that are not primary investment vehicles, for example: American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs), European Depositary Receipts (EDRs), iSharesSM and other Exchange Traded Funds (ETFs), and certain derivatives (investments whose value is based on indices or other securities). In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER T. Rowe Price International, Inc. 100 East Pratt Street Baltimore, Maryland 21202 Managing since 1979 Managing Fund since May, 1996 Managed approximately $33 billion in assets at the end of 2000 FUND MANAGERS Management by Investment Advisory Group overseen by: David J. L. Warren - ----------------- Portfolio Manager of subadviser Joined subadvisor in 1983 Began career in 1981 John R. Ford - ----------------- Portfolio Manager of subadviser Joined subadvisor in 1982 Began career in 1980 James B. M. Seddon - ----------------- Portfolio Manager of subadvisor Joined subadvisor in 1987 Began career in 1987 Mark Bickford-Smith - ----------------- Portfolio Manager of subadvisor Joined subadvisor in 1995 Began career in 1985 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 24.44%, fourth quarter 1999 Worst quarter: down 13.70%, third quarter 1998 Average annual total returns(/1/) -- for periods ending 12/31/2000* Fund Index 1 year -16.36% -15.09% Life of fund 7.70% 5.81% Index:MSCI All Country World Free Index, Excluding U.S. *Began operations on May 1, 1996. 42 MAIN RISKS Primary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, economic, political and social instability and foreign currency rate fluctuations. Factors such as lack of liquidity, foreign ownership limits and restrictions on removing cur- rency also pose special risks. All foreign securities have some degree of for- eign risk. However, to the extent the Fund invests in emerging market coun- tries, it will have a significantly higher degree of foreign risk than if it invested exclusively in developed or newly-industrialized countries. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concentrated in certain sectors, the Fund's performance could be worse than the overall mar- ket. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "large/mid cap" approach carries the risk that in certain markets large/mid cap stocks will underperform small cap stocks. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally consid- ered more risky than direct investments. Also, in a down market, derivatives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996** 1997 1998 1999 2000 Net asset value, beginning of period $ 10.00 $ 10.60 $ 10.63 $ 12.21 $ 15.17 Income from investment operations: Net investment income (loss) 0.07 0.10 0.11 0.10 0.07 Net realized and unrealized gain (loss) on investments* 0.60 0.11 1.57 3.95 (2.57) Total from investment operations 0.67 0.21 1.68 4.05 (2.50) Less distributions: Distributions from net investment income and capital paid in (0.07) (0.10) (0.10) (0.11) (0.15) Distributions from net realized gain on investments sold -- (0.08) -- (0.94) (0.62) Distributions in excess of income, capital paid in & gains -- -- -- (0.04) (0.05) Total distributions (0.07) (0.18) (0.10) (1.09) (0.82) Net asset value, end of period $ 10.60 $ 10.63 $ 12.21 $ 15.17 $ 11.85 Total investment return 6.72% 1.95% 15.92% 34.01% (16.36)% Ratios and supplemental data Net assets, end of period (000s omitted) $17,898 $30,631 $64,250 $79,794 $120,034 Ratio of expenses to average net assets (%)*** 1.25% 1.22% 1.16% 1.02% 0.93% Ratio of net investment income (loss) to average net assets (%) 0.87% 0.65% 0.89% 0.77% 0.47% Turnover rate (%) 5.46% 21.09% 18.67% 34.02% 37.92% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on May 1, 1996. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 2.76%, 1.57%, 1.46%, 1.15% and 1.09% for the years ended December 31, 1996, 1997, 1998, 1999 and 2000 respectively. 43 International Equity Fund GOAL AND STRATEGY This is an international stock fund that seeks long-term capital appreciation. The Fund primarily invests in a diversified mix of common stocks of large established and medium-sized foreign companies located primarily in developed countries outside of the U.S. The manager selects stocks using proprietary equity research that identifies companies having: . strong market positions within their industry, . management with a history of excellence focusing on core businesses, . above average return on capital within their industry, and . demonstrated ability to create long-term shareholder value. The manager determines the allocation among regions and countries using a com- bination of qualitative and quantitative inputs, including: . quantitative models to rank the relative attractiveness of each country/region based on valuation, credit risk and momentum, and . qualitative assessment of regional portfolio managers to adjust model results. The Fund's sector exposures are largely the result of stock selection, although the Fund maintains broad sector representation. The Fund is managed using risk control techniques that maintain overall regional diversification. Although the Fund may employ foreign currency hedging techniques, the Fund normally main- tains the currency exposure of the underlying equity investments. The Fund invests in at least 3 different countries other than the U.S., but normally invests in 10 to 35 countries, with at least 65% of its assets in securities of non-U.S. entities. The Fund will invest no more than 10% of its assets in emerging market stocks. The Fund normally invests in 120 to 200 stocks and normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). The Fund also may purchase other types of securities that are not primary investment vehicles, for example: American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs), European Depositary Receipts (EDRs), iShares SM and other Exchange Traded Funds (ETFs), and certain derivatives (investments whose value is based on indices or other securities). As an example of how deriva- tives may be used, the Fund may invest in stock index futures to manage cash flow. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Goldman Sachs Asset Management, A unit of the Investment Management Division of Goldman, Sachs & Co. 32 Old Slip New York, New York 10005 Managing since 1988 Managing Fund since August, 1999 Managed approximately $282 billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: Shogo Maeda - ----------------- Managing Director of subadviser Joined subadviser in 1994 Senior Portfolio Manager at Nomura Investment Management, Inc. (1987-1994) Susan Noble - ----------------- Managing Director of subadviser Joined subadviser in 1997 Portfolio Management Director at Fleming Investment Management (1986-1997) Andrew Orchard - ----------------- Executive Director of subadviser Joined subadviser in 1999 Portfolio Manager at Morgan Grenfell Asset Management (1994-1999) PAST PERFORMANCE The graph will show how the fund's total return varies from year to year, while the table will show performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar year Best quarter: up 22.28%, fourth quarter 1999 Worst quarter: down 8.76%, fourth quarter 2000 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year -14.37% -13.96% Life of fund 3.01% 1.31% Index:MSCI EAFE Index *Began operations on August 31, 1999. 44 MAIN RISKS Primary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, economic, political and social instability and foreign currency rate fluctuations. Factors such as lack of liquidity, foreign ownership limits and restrictions on removing cur- rency also pose special risks. All foreign securities have some degree of for- eign risk. However, to the extent the Fund invests in emerging market coun- tries, it will have a significantly higher degree of foreign risk than if it invested exclusively in developed or newly-industrialized countries. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concentrated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "large/mid cap" approach carries the risk that in certain markets large/mid cap stocks will underperform small cap stocks. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1999** 2000 Net asset value, beginning of period $ 10.00 $ 11.95 Income from investment operations Net investment income (loss) 0.01 0.06 Net realized and unrealized gain (loss) on investments* 2.12 (1.78) Total from investment operations 2.13 (1.72) Less distributions: Distributions from net investment income and capital paid in (0.01) (0.04) Distributions from net realized gain on investment (0.17) (0.30) Distributions in excess of income, capital paid in & gains -- (0.04) Total distributions (0.18) (0.38) Net asset value, end of period $ 11.95 $ 9.85 Total investment return 21.49% (14.37)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $12,430 $15,716 Ratio of expenses to average net assets (%)*** 1.10% 1.10% Ratio of net investment income (loss) to average net assets (%) 0.21% 0.53% Turnover rate (%) 26.76% 75.41% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of purchases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations August 31, 1999. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.71% and 1.76% for the years ended December 31, 1999 and 2000, respectively. 45 Emerging Markets Equity Fund GOAL AND STRATEGY This is an emerging markets stock fund that seeks long-term capital apprecia- tion. The Fund invests primarily in the stocks of companies in countries having econ- omies or markets generally considered by the World Bank or United Nations to be emerging or developing. The manager's investment approach combines top-down country allocation with bottom-up stock selection. In making country allocation decisions, the manager analyzes the global environment and selects countries with: . Improving macroeconomic, political and social trends, and . attractive valuation levels. The manager selects stocks using fundamental proprietary research to identify companies that have: . strong earnings growth potential, . reasonable valuations, and . shareholder-focused management, dominant products, and well established dis- tribution channels. The Fund normally invests in at least 15 emerging market countries. The Fund normally invests in 100 to 350 stocks in 15 to 30 countries. The Fund normally has 10% or less of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). Although the Fund may employ foreign currency hedging techniques, the Fund normally maintains the currency exposure of the underlying equity investments. The Fund may purchase other types of securities that are not primary investment vehicles, for example: American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs), European Depositary Receipts (EDRs), and certain derivatives (investments whose value is based on indices or other securities). In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Morgan Stanley Dean Witter Investment Management Inc. 1221 Avenue of the Americas New York, New York 10020 Managing since 1975 Managing Fund since August, 1999 Managed approximately $170 billion in assets at the end of 2000 FUND MANAGERS Robert L. Meyer, CFA - ----------------- Managing Director of subadvisor Joined subadviser in 1989 Narayan Ramachandran, CFA - ----------------- Managing Director of subadviser Joined subadviser in 1996 PAST PERFORMANCE The graph will show how the fund's total return varies from year to year, while the table will show performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 50.45%, fourth quarter 1999 Worst quarter: down 20.41%, third quarter 2000 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year -40.11% -30.61% Life of fund -9.21% -7.14% Index:MSCI Emerging Markets Free Index *Began operations on May 1, 1998. 46 MAIN RISKS Primary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, economic, political and social instability and foreign currency rate fluctuations. Factors such as lack of liquidity, foreign ownership limits and restrictions on removing cur- rency also pose special risks. All foreign securities have some degree of for- eign risk. However, since the Fund invests primarily in emerging market coun- tries, it will have a significantly higher degree of foreign risk than funds that invest primarily in developed or newly- industrialized countries. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concentrated in certain sectors, the Fund's performance could be worse than the overall mar- ket. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "growth" approach carries the risk that in certain markets "growth" stocks will underperform "value" stocks. Also, the Fund's "large/mid cap" approach carries the risk that large/mid cap stocks will underperform small cap stocks. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the funds perfor- mance. Any turnover rate in excess of 100% is considered relatively high. The Fund's turnover rate could be greater than 100% due to the relatively high vol- atility associated with investing in emerging markets. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally consid- ered more risky than direct investments. Also, in a down market, derivatives could become harder to value or sell at a fair price. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1998** 1999 2000 Net asset value, beginning of period $10.00 $ 7.09 $ 12.26 Income from investment operations: Net investment income (loss) 0.03 0.03 (0.02) Net realized and unrealized gain (loss) on investments* (2.91) 5.67 (4.91) Total from investment operations (2.88) 5.70 (4.93) Less distributions: Distributions from net investment income and capital paid in (0.03) (0.01) (0.01) Distributions from net realized gain on investments sold -- (0.10) (0.62) Distributions in excess of income, capital paid in & gains -- (0.42) -- Total distributions (0.03) (0.53) (0.63) Net asset value, end of period $ 7.09 $ 12.26 $ 6.70 Total investment return*** (28.87)% 81.37% (40.11)% Ratios and supplemental data Net assets, end of period (000s omitted) $7,310 $32,596 $31,010 Ratio of expenses to average net assets (%)**** 1.55% 1.39% 1.32% Ratio of net investment income (loss) to average net assets (%) 0.51% 0.19% (0.28)% Turnover rate (%) 53.95% 196.32% 103.90% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on May 1, 1998. *** Includes the effect of a voluntary capital contribution from John Hancock of $32 per share for the year ended 1999. The Total Investment Return without the capital contribution would have been 79.02% for the year ended 1999. **** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 3.69%, 3.44% and 2.49% for the years ended December 31, 1998, 1999 and 2000, respectively. 47 Real Estate Equity Fund GOAL AND STRATEGY This is a non-diversified real estate stock fund that seeks above-average income and long-term capital appreciation. The Fund invests primarily in: . equity securities of real estate investment trusts (REITs) that own commer- cial and multi-family residential real estate; and . equity securities of real estate operating companies. The Fund invests mostly in stocks of U.S. companies but also invests to a lim- ited extent in foreign stocks. The Fund employs two subadvisers, each of which employs its own investment approach and independently manages its portion of the Fund. On or about June 30, 2000, the assets of the Fund were evenly divided between the subadvisers. All subsequent investments in and redemptions from the Fund will be evenly divided between the subadvisers. These allocation methodologies may change in the future. Independence Investment LLC ("Independence") selects real estate stocks using a combination of proprietary, equity research and quantitative tools. Real estate stocks are purchased that are undervalued relative to the stock's his- tory and the market and have improving earnings growth prospects. Independence seeks to maintain risk, style and sector characteristics similar to the public equity real estate market. Independence will normally invest in 30 to 60 stocks in its portion of the Fund. Morgan Stanley Dean Witter Investment Management Inc. ("MSDW") selects real estate stocks using a combination of: . top-down, market overview to identify undervalued property sectors and geo- graphic regions; and . proprietary, fundamental equity research to select companies that are attrac- tively priced relative to the value of their underlying real estate assets. MSDW seeks to maintain broad exposure to key property sectors (i.e., apart- ments, retail and office/industrial). MSDW will normally invest in 30 to 50 stocks in its portion of the Fund. The Fund is "non-diversified", which means that it can take larger positions in individual issuers. Each portion of the Fund normally has at least 65% (usually higher) of its assets invested in real estate equity securities and 10% or less (usually lower) of its assets in cash and cash equivalents. Each portion of the Fund may invest in initial public offerings (IPOs). Each portion of the Fund also may purchase other types of securities that are not primary investment vehicles, for example: foreign securities denominated in U.S. dollars or any other currency, equity securities of non-real estate busi- nesses whose real estate holdings are significant in relation to their market capitalization, and certain derivatives (investments whose value is based on indices and other securities). In abnormal market conditions, each portion of the Fund may take temporary defensive measures--such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those measures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Independence Investment LLC 53 State Street Boston, Massachusetts 02109 Owned by John Hancock Managing since 1982 Managing Fund since May, 1988 Managed approximately $25 billion in assets at the end of 2000 Fund Managers John F. DeSantis - ----------------- Executive Vice President of subadviser Managed fund since 1999 Joined subadviser in 1982 Thomas D. Spicer - ----------------- Vice President of subadviser Managed fund since 1999 Joined team in 1996 Joined subadviser in 1991 SUBADVISER Morgan Stanley Dean Witter Investment Management Inc. 1221 Avenue of the Americas New York, New York 10020 Managing since 1975 Managing Fund since June, 2000 Managed approximately $170 billion in assets at the end of 2000 Fund Managers Theodore R. Bigman - ----------------- Managing Director, Global Real Estate, of subadviser Joined subadviser in 1995 Douglas A. Funke - ----------------- Principal of subadviser Joined subadviser in 1995 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 25.82%, first quarter 1991 Worst quarter: down 17.37%, third quarter 1990 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year 31.29% 30.74% 5 years 10.89% 11.38% 10 years 13.41% 11.39% Life of fund 9.41% 6.39% Index: Wilshire Real Estate Securities Index *Began operations on May 16, 1988. 48 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. Manager Risk: The managers and their respective strategies may fail to produce the intended results. The Fund could underperform its peers or lose money if the managers' investment strategies do not perform as expected. Sector Fund Risk: The Fund's investments are concentrated in a single sector of the stock market and the Fund's performance could be significantly affected by developments in that particular sector. Because of this concentration, the Fund's performance could be worse than the overall market by a wide margin or for extended periods. Also, the Fund's performance could be more volatile rela- tive to funds that invest broadly across different sectors of the stock market. Real Estate Securities Risk: Real estate investment trusts (REITs) or other real estate-related equity securities may be affected by changes in the value of the underlying property owned by the trust. Mortgage REITs may be affected by the quality of any credit extended. Other potential risks include the possi- bility of a REIT failing to qualify for tax-free pass-through of income under the Internal Revenue Code or failing to maintain exemption under the Investment Company Act of 1940. Non-Diversified Fund Risk: The Fund's larger position in individual issuers could produce more volatile performance relative to more diversified funds. The less diversified a fund's holdings are, the more likely it is that a specific security's poor performance will hurt the fund significantly. Concentration Risk: The Fund's investment in securities of a smaller number of issuers could produce more volatile performance relative to funds that invest in a larger number of issuers. The more concentrated a fund's holdings are, the more likely it is a specific security's poor performance will hurt the fund significantly. Small/Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized compa- nies may be subject to more erratic price movements than investment in large established companies. Interest Rate Risk: The Fund is subject to interest rate risk, which is the possibility that changes in interest rates could hurt REIT performance. In gen- eral, during periods of high interest rates, REITs may lose some of their appeal for investors who may be able to obtain higher yields from other income- producing investments, such as long-term bonds. Higher interest rates also mean that financing for property purchases and improvements is more costly and dif- ficult to obtain. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally consid- ered more risky than direct investments. Also, in a down market, derivatives could become harder to value or sell at a fair price. Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, and economic, polit- ical and social instability. Factors such as lack of liquidity, foreign owner- ship limits and restrictions on removing currency also pose special risks. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated): The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996 1997 1998 1999 2000 Net asset value, beginning of period $ 11.70 $ 14.64 $ 15.91 $ 12.46 $ 11.47 Income from investment operations: Net investment income (loss) 0.76 0.77 0.77 0.78 0.76 Net realized and unrealized gain (loss) on investments* 2.97 1.68 (3.38) (0.99) 2.73 Total from investment operations 3.73 2.45 (2.61) (0.21) 3.49 Less distributions: Distributions from net investment income and capital paid in (0.76) (0.77) (0.70) (0.78) (1.06) Distributions from net realized gain on investments sold (0.03) (0.41) (0.14) -- (0.06) Distributions in excess of income, capital paid in & gains -- -- -- -- (0.17) Total distributions (0.79) (1.18) (0.84) (0.78) (1.29) Net asset value, end of period $ 14.64 $ 15.91 $ 12.46 $ 11.47 $ 13.67 Total investment return 33.07% 17.22% (16.71)% (1.69)% 31.29% Ratios and supplemental data Net assets, end of period (000s omitted)($) $151,105 $204,131 $152,789 $126,214 $158,811 Ratio of expenses to average net assets (%) 0.69% 0.69% 0.69% 0.70% 0.76% Ratio of net investment income (loss) to average net assets (%) 6.14% 5.12% 5.48% 6.38% 5.99% Turnover rate (%) 18.37% 20.04% 22.69% 12.95% 58.81% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chase and withdrawals of shares in relation to the fluctuation in market val- ues of the fund. 49 Health Sciences Fund GOAL AND STRATEGY This is a non-diversified speciality health sciences stock fund with a growth emphasis that seeks long-term capital appreciation. The Fund invests primarily in the common stocks of companies in the health sci- ences industries, including pharmaceutical, health-care services, applied research and development, biotechnology, and medical technology, equipment and supplies industries. The Fund invests mostly in stocks of U.S. companies but also invests to a limited extent in foreign stocks. The manager selects health sciences and related stocks using proprietary funda- mental equity research and a systematic screening approach. The manager screens the universe for stocks that meet minimum size and earnings growth criteria. The manager employs a proprietary quantitative model to rank stocks based on: . fundamental catalyst (such as earnings surprise and momentum); . valuation (such as price-to-sales); and . financial strength (such as superior cash flow). The manager uses fundamental equity research with a health sciences team and global equity research team to identify companies with: . strong and innovative management teams; . opportunities for above-average growth within its industry; . strong competitive positioning relative to peers and suppliers; . sufficient financial strength to grow business; and . reasonable valuations relative to earnings expectations. The manager uses risk management tools and qualitative judgement to determine the Fund's industry and stock specific weightings. The Fund normally invests in 75 to 120 stocks. The Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: foreign securities denominated in U.S. dollars or any other currency, certain derivatives (investments whose value is based on indi- ces or other securities) and companies with the potential for growth as a result of their particular products, technology, patents or other market advan- tages in the health-sciences industries. As an example of how derivatives may be used, the Fund may invest in stock index futures to manage cash flow. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Putnam Investment Management, LLC One Post Office Square Boston, Massachusetts 02109 Managing since 1937 Managing Fund since May, 2001 Managed approximately $370 billion in assets at the end of 2000 Fund Managers Management by investment team overseen by: Richard England, CFA - ----------------- Senior Vice President of subadviser Joined subadviser in 1992 PAST PERFORMANCE This is a new Fund. It was not in operation as of December 31, 2000. 50 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. Manager Risk: The managers and their respective strategies may fail to produce the intended results. The Fund could underperform its peers or lose money if the managers' investment strategies do not perform as expected. Sector Fund Risk: The Fund's investments are concentrated in a single sector of the stock market and the Fund's performance could be significantly affected by developments in that particular sector. Because of this concentration, the Fund's performance could be worse than the overall market by a wide margin or for extended periods. Also, the Fund's performance could be more volatile rel- ative to funds that invest broadly across different sectors of the stock mar- ket. Health Sciences and Related Securities Risk: Health sciences and related equity securities may be affected by changes in the regulatory and competitive environment for health sciences industries and in state and federal government policies relating to the funding of health care services. Other risks include (i) the possibility that regulatory approval may not be granted for new drugs or other products, (ii) lawsuits against health care companies related to product or service lia- bility issues, and (iii) technological advances that make existing health care products and services obsolete. Non-Diversified Fund Risk: The Fund's larger position in individual issuers could produce more volatile performance relative to more diversified funds. The less diversified a fund's holdings are, the more likely it is that a spe- cific security's poor performance will hurt the fund significantly. Concentration Risk: The Fund's investment in securities of a smaller number of issuers could produce more volatile performance relative to funds that invest in a larger number of issuers. The more concentrated a fund's holdings are, the more likely it is a specific security's poor performance will hurt the fund significantly. Small/Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized compa- nies may be subject to more erratic price movements than investment in large established companies. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity markets. Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, and economic, political and social instability. Factors such as lack of liquidity, foreign ownership limits and restrictions on removing currency also pose special risks. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS--This is a new Fund. It was not in operation as of December 31, 2000. 51 Managed Fund GOAL AND STRATEGY This is a non-diversified balanced stock and bond fund that seeks income and long-term capital appreciation. The Fund invests primarily in a diversified mix of: . common stocks of large and mid sized U.S. companies, and . bonds with an overall intermediate term average maturity. The Fund employs two subadvisers, each of which employs its own investment approach and independently manages its portion of the Fund. On or about Novem- ber 1, 2000, the assets of the Fund were allocated between the two subadvisers with Capital Guardian receiving $500 million (approximately 16% of the Fund's assets as of October 31, 2000) and Independence the remainder. All subsequent investments in the Fund will be allocated equally between the two subadvisers, while redemptions will be allocated on an asset-weighted basis. These alloca- tion methodologies may change in the future. Independence Investment LLC ("Independence") selects stocks and bonds using a combination of proprietary research and quantitative tools. Stocks are pur- chased that are undervalued relative to the stock's history and have improving earnings growth prospects. Bonds are purchased that are attractively priced based upon market fundamentals and technical factors. Independence seeks to maintain risk and sector characteristics of the Fund similar to those of the overall equity market. Independence's portion of the Fund has a target mix of 60% equities and 40% bonds, but Independence actively manages the mix within +/- 10 percentage points of the target mix. Independence normally invests its equity portion in 80 to 160 stocks, with at least 65% (usually higher) in large cap companies. Independence may invest up to 30% of its bond assets in high yield and foreign bonds (denominated in foreign currencies). Capital Guardian Trust Company ("Capital Guardian") selects stocks and bonds using proprietary fundamental research that focuses on identifying securities that are believed to be undervalued (i.e., with current prices below long-term value). Capital Guardian's portion of the Fund has a target mix of 70% equities and 30% bonds, but Capital Guardian actively manages the mix within +/- 15 percentage points of the target mix. Capital Guardian uses a multiple portfolio manager system in which the stock and bond portions of the Fund are each managed by multiple portfolio managers and/or research analysts. Capital Guardian's strategy is normally broadly diversified since its exposures reflect the aggregate decisions of the multiple portfolio managers and research analysts. Capital Guardian's equity sector exposures are a result of stock selection as opposed to prede termined allocations. Capital Guardian normally invests its equity portion in 75 to 150 stocks, with at least 65% (usually higher) in large and mid cap companies. Capital Guardian may invest up to 30% of its bond assets in high yield and foreign bonds (denominated in foreign currencies). The Fund is "non-diversified," which means that it can take larger positions in individual issuers. Each portion of the Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. Each portion of the Fund may invest in initial public offerings (IPOs). Each portion of the Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). Each portion of the Fund may use derivatives, such as futures and forwards, to manage the Fund's average maturity and to implement foreign currency strategies. In abnormal market conditions, each portion of the Fund may take temporary defensive measures--such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those measures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Independence Investment LLC 53 State Street Boston, Massachusetts 02109 Owned by John Hancock Managing since 1982 Managing Fund and its predecessor since March, 1986 Managed approximately $25 billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: John C. Forelli (equity) - ----------------- Senior Vice President of subadviser Joined team in 1996 Joined subadviser in 1990 Jay C. Leu, CFA (fixed income) - ----------------- Senior Vice President of subadviser Joined team in 1998 Joined subadvisor in 1997 Portfolio Manager, Pacific Capital Asset Management (1995-1997) SUBADVISER Capital Guardian Trust Company 333 South Hope Street Los Angeles, California 90071 Managing since 1968 Managing Fund since November, 2000 Managed approximately $122 billion in assets at the end of 2000 FUND MANAGERS Equity Managed by team of 23 research analysts Average of 10 years with Capital Guardian Average of 14 years industry experience Fixed Income Team managed by 3 portfolio managers Average of 15 years with Capital Guardian Average of 18 years industry experience See Appendix A for more details PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may also help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 14.77%, fourth quarter 1998 Worst quarter: down 7.22%, third quarter 1998 Average annual total return -- for periods ending 12/31/2000* Fund Index 1 Index 2 Index 3** 1 year 0.03% -9.11% 11.63% -0.99% 5 years 11.55% 18.35% 6.46% 12.96% 10 years 12.15% 17.46% 7.96% 13.02% Life of fund 11.57% 15.26% 8.16% 12.09% Index 1: S&P 500 Index Index 2:Lehman Brothers Aggregate Bond Index Index 3:A composite index combining the performance of the following indices over the periods indicated: 50% S&P 500 Index/50% Lehman Brothers Aggregate Bond Index (from inception through December, 1997) and 60% S&P 500 Index/40% Lehman Brothers Aggregate Bond Index (after December, 1997) * Began operations on March 29, 1986. **John Hancock believes Index 3 is a more suitable index against which to meas- ure the fund's performance because it more closely matches the fund's changes in investment strategy since inception. 52 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concentrated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Market Allocation Risk: The allocation of the Fund's assets among major asset classes (i.e., stocks, bonds, and short-term debt securities) may (1) reduce the Fund's holdings in a class whose value then increases unexpectedly, or (2) increase the Fund's holdings in a class just prior to its experiencing a loss of value. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "large/mid cap" approach carries the risk that in certain markets large/mid cap stocks will underperform small cap stocks. Non-Diversified Fund Risk: The Fund's larger position in individual issuers could produce more volatile performance relative to more diversified funds. The less diversified a fund's holdings are, the more likely it is that a specific security's poor performance will hurt the fund significantly. Interest Rate Risk: When interest rates rise, the Fund's bond yields will gen- erally rise and the Fund's bond prices will generally fall. When interest rates fall, the reverse will generally occur. The longer the average remaining matu- rity of bonds held by the Fund, the more sensitive the Fund is to interest rate risk. This Fund has more interest rate risk than a short-term bond fund, but less interest rate risk than a long-term bond fund. Credit Risk: An issuer of a bond held by the Fund may default on its obligation to pay interest and repay principal. Also, the credit rating of a bond held by the Fund may be downgraded. In either case, the value of the bond held by the Fund would fall. All bonds have some credit risk, but in general lower-rated bonds have higher credit risk. Small/Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized compa- nies may be subject to more erratic price movements than investment in large established companies. High Yield Bond Risk: Junk bonds, defined as bond securities rated below BBB- /Baa3, may be subject to more volatile or erratic price movements due to investor sentiment. In a down market, these high yield securities become harder to value or to sell at a fair price. Prepayment/Call Risk: The Fund's share price or yield could be hurt if interest rate movements cause the Fund's mortgage-related and callable securities to be paid off substantially earlier than expected. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Secondary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, economic, political and social instability and foreign currency rate fluctuations. Factors such as lack of liquidity, foreign ownership limits and restrictions on removing currency also pose special risks. However, to the extent the Fund invests in emerging market countries, it will have a significantly higher degree of foreign risk than if it invested exclusively in developed or newly- industrialized countries. Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally consid- ered more risky than direct investments. Also, in a down market, derivatives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996 1997 1998 1999 2000 Net asset value, beginning of period $13.73 $13.35 $14.35 $15.64 $ 15.45 Income from investment operations: Net investment income (loss) 0.61 0.59 0.46 0.44 0.44 Net realized and unrealized gain (loss) on investments* 0.81 1.86 2.43 0.94 (0.45) Total from investment operations 1.42 2.45 2.89 1.38 (0.01) Less distributions: Distributions from net investment income and capital paid in (0.61) (0.67) (0.51) (0.43) (0.44) Distributions from net realized gain on investments sold (1.19) (0.78) (1.09) (1.14) (1.18) Distributions in excess of income, capital paid in & gains -- -- -- -- -- Total distributions (1.80) (1.45) (1.60) (1.57) (1.62) Net asset value, end of period $13.35 $14.35 $15.64 $15.45 $ 13.82 Total investment return 10.72% 18.72% 20.42% 9.10% 0.03% Ratios and supplemental data Net assets, end of period (000s omitted)($) $2,386,660 $2,800,127 $3,301,910 $3,430,919 $2,995,794 Ratio of expenses to average net assets (%) 0.36% 0.37% 0.36% 0.36% 0.46% Ratio of net investment income (loss) to average net assets (%) 4.41% 4.18% 2.99% 2.75% 2.86% Turnover rate (%) 113.61% 200.41% 160.57% 203.86% 199.27% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. 53 Aggressive Balanced Fund GOAL AND STRATEGY This is a balanced stock and bond fund that seeks income and long-term capital appreciation. The Fund invests primarily in a diversified mix of: . common stocks of large established U.S. companies, and . bonds with an overall intermediate term average maturity. The manager makes ongoing decisions about the mix among stocks and bonds. The manager has a target mix of 75% in equities and 25% in bonds, but actively man- ages the mix within +/-10 percentage points of the target mix. The manager selects stocks and bonds using a combination of proprietary research and quantitative tools. Stocks are purchased that are undervalued rel- ative to the stock's history and have improving earnings growth prospects. Bonds are purchased that are attractively priced based upon market fundamentals and technical factors. The manager seeks to maintain risk and sector character- istics similar to the overall equity market. The Fund normally invests its equity portion in 80 to 160 stocks, with at least 65% (usually higher) of its equity assets in large cap companies. The Fund may invest up to 30% of its bond assets in high yield and foreign bonds (denomi- nated in foreign currencies). The Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial pub- lic offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: U.S. dollar denominated foreign securities, and certain derivatives (investments whose value is based on indices or other securities). The manager actively uses derivatives, such as futures and forwards, to adjust the Fund's average maturity and to implement currency strategies. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Independence Investment LLC 53 State Street Boston, Massachusetts 02109 Owned by John Hancock Managing since 1982 Managing Fund since August, 1999 Managed approximately $25 billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: John C. Forelli (equity) - ----------------- Senior Vice President of subadviser Joined team in 1996 Joined subadviser in 1990 Jay C. Leu, CFA - ----------------- Senior Vice President of subadviser Joined team in 1998 Joined subadvisor in 1997 Portfolio Manager, Pacific Capital Asset Management (1995-1997) PAST PERFORMANCE The graph will show how the fund's total return varies from year to year, while the table will show performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the vari- able contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar year Best quarter: up 8.94%, fourth quarter 1999 Worst quarter: down 3.16%, fourth quarter 2000 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 Index 2 Index 3** 1 year -1.53% -9.11% 11.63% -4.07% Life of fund 4.06% 1.17% 9.45% 3.44% Index 1:S&P 500 Index Index 2:Lehman Brothers Aggregate Bond Index Index 3:75% S&P 500 Index/25% Lehman Brothers Aggregate Bond Index * Began operations on August 31, 1999. ** John Hancock believes Index 3 is a more suitable index against which to measure the fund's performance because it more closely matches the fund's investment strategy. 54 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concen- trated in certain sectors, the Fund's performance could be worse than the overall market. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Market Allocation Risk: The allocation of the Fund's assets among major asset classes (i.e., stocks, bonds, and short-term debt securities) may (1) reduce the Fund's holdings in a class whose value then increases unexpectedly, or (2) increase the Fund's holdings in a class just prior to its experiencing a loss of value. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "large cap" approach carries the risk that in certain markets large cap stocks will underperform mid cap and small cap stocks. Interest Rate Risk: When interest rates rise, the Fund's bond yields will gen- erally rise and the Fund's bond prices will generally fall. When interest rates fall, the reverse will generally occur. The longer the average remaining maturity of bonds held by the Fund, the more sensitive the Fund is to interest rate risk. This Fund has more interest rate risk than a short-term bond fund, but less interest rate risk than a long-term bond fund. Credit Risk: An issuer of a bond held by the Fund may default on its obliga- tion to pay interest and repay principal. Also, the credit rating of a bond held by the fund may be downgraded. In either case, the value of the bond held by the Trust would fall. All bonds have some credit risk, but in general low- er-rated bonds have higher credit risk. Small/Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized compa- nies may be subject to more erratic price movements than investment in large established companies. High Yield Bond Risk: Junk bonds, defined as bond securities rated below BBB- /Baa3, may be subject to more volatile or erratic price movements due to investor sentiment. In a down market, these high yield securities become harder to value or to sell at a fair price. Prepayment/Call Risk: The Fund's share price or yield could be hurt if inter- est rate movements cause the Fund's mortgage-related and callable securities to be paid off substantially earlier than expected. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Secondary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, economic, political and social instability and foreign currency rate fluctuations. Factors such as lack of liquidity, foreign ownership limits and restrictions on removing cur- rency also pose special risks. All foreign securities have some degree of for- eign risk. Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally con- sidered more risky than direct investments. Also, in a down market, deriva- tives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - ------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1999** 2000 Net asset value, beginning of period $ 10.00 $ 10.62 Income from investment operations: Net investment income (loss) 0.06 0.19 Net realized and unrealized gain (loss) on investments* 0.64 (0.35) Total from investment operations 0.70 (0.16) Less distributions: Distributions from net investment income and capital paid in (0.05) (0.19) Distributions from net realized gain on investments sold (0.03) (0.02) Distributions in excess of income, capital paid in & gains -- (0.01) Total distributions (0.08) (0.22) Net asset value, end of period $ 10.62 $ 10.24 Total investment return 7.09% (1.53)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $11,883 $20,941 Ratio of expenses to average net assets (%)*** 0.78% 0.78% Ratio of net investment income (loss) to average net assets (%) 1.68% 1.87% Turnover rate (%) 70.28% 164.89% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on August 31, 1999. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 0.96% and 0.89% for the years ended December 31, 1999 and 2000, respectively. 55 Global Balanced Fund GOAL AND STRATEGY This is a non-diversified global balanced stock and bond fund that seeks income and long-term capital appreciation. The Fund invests primarily in a mix of: . U.S. and foreign common stocks of large and mid sized companies within devel- oped markets; and . U.S. and foreign bonds with an overall intermediate term average maturity. The Fund has a target mix of 60% stocks and 40% bonds, but the manager actively manages the mix within (+/-) 15 percentage points of the target mix. The Fund invests in at least 3 different countries, but normally in 15 to 45 countries. Capital Guardian uses a multiple portfolio manager system in which the stock and bond portions of the Fund are each managed by multiple portfolio managers and/or research analysts. Therefore, the Fund normally has broad country, cur- rency, sector and individual security exposures, reflecting the aggregate decisions of the multiple portfolio managers and research analysts managing the Fund. The managers make ongoing decisions regarding the Fund's country, currency, sector and individual security exposures. Each manager selects stocks and bonds using proprietary fundamental research that focuses on indentifying securities that are believed to be undervalued (i.e., with current prices below long-term value). The Fund is "non-diversified", which means that it can take larger positions in individual issuers. However, the Fund normally invests in 125 to 250 stocks within the equity portion. The Fund may invest: . no more than 10% of its equity assets in emerging market stocks; and . no more than 15% of its bond assets in high yield and emerging market bonds. The bond portion of the Fund normally has an average credit rating of "A" or higher. The Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may invest in initial public offerings (IPOs). The Fund may purchase other types of securities that are not primary investment vehicles, for example: American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs), European Depositary Receipts (EDRs), high yield debt securi- ties, and certain derivatives (investments whose value is based on indices or other securities). The Fund may use derivatives, such as futures and forwards, to manage the Fund's average maturity and to implement foreign currency strate- gies. Currency management strategies are primarily used for hedging purposes and to protect against anticipated changes in foreign currency exchange rates. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Capital Guardian Trust Company 333 South Hope Street Los Angeles, California 90071 Managing since 1968 Managing Fund since November, 2000 Managed approximately $122 billion in assets at the end of 2000 FUND MANAGERS Team managed by 14 Portfolio Managers Average 17 years with Capital Guardian Average 21 years industry experience See Appendix A for more details PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 13.06%, fourth quarter 1998 Worst quarter: down 4.49%, fourth quarter 1997 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 Index 2 Index 3** 1 year -9.08% -12.92% 1.59% -9.14% Life of fund 4.63% 11.93% 3.83% 5.69% Index 1: MSCI World Index Index 2: Salomon Brothers World Government Bond Index, Unhedged Index 3: A composite index combining the performance of the following indices over the periods indicated: 65% MSCI World Index (Ex US)/35% Salomon Brothers Non-US Government Bond Index, Unhedged (from inception through April, 2000); 65% MSCI World Index/35% Salomon Brothers World Government Bond Index, Unhedged (from May, 2000 through October, 2000); and 60% MSCI World Index/40% Salomon Brothers World Government Bond Index, Unhedged (after October, 2000) * Began operations on May 1, 1996. ** John Hancock believes Index 3 is a more suitable index against which to measure the fund's performance because it more closely matches the fund's changes in investment strategy since inception. 56 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concentrated in certain sectors, the Fund's performance could be worse than the overall mar- ket. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Market Allocation Risk: The allocation of the Fund's assets between the major asset classes (i.e., stocks and bonds) may (1) reduce the Fund's holdings in a class whose value then increases unexpectedly, or (2) increase the Fund's hold- ings in a class just prior to its experiencing a loss of value. Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, economic, political and social instability and foreign currency rate fluctuations. Factors such as lack of liquidity, foreign ownership limits and restrictions on removing cur- rency also pose special risks. All foreign securities have some degree of for- eign risk. However, to the extent the Fund invests in emerging market coun- tries, it will have a significantly higher degree of foreign risk than if it invested exclusively in developed or newly-industrialized countries. Investment Category Risk: The returns of the Fund's specific equity investment category may lag the returns of the overall stock market. For example, the Fund's "large/mid cap" approach carries the risk that large/mid cap stocks will underperform small cap stocks. Non-Diversified Fund Risk: The Fund's larger position in foreign government securities could produce more volatile performance relative to funds with smaller positions. The less diversified a fund's holdings are, the more likely it is that a specific security's poor performance will hurt the fund signifi- cantly. Interest Rate Risk: When interest rates rise, the Fund's bond yields will gen- erally rise and the Fund's bond prices will generally fall. When interest rates fall, the reverse will generally occur. The longer the average remaining matu- rity of bonds held by the Fund, the more sensitive the Fund is to interest rate risk. This Fund has more interest rate risk than a short-term bond fund, but less interest rate risk than a long-term bond fund. Credit Risk: An issuer of a bond held by the Fund may default on its obligation to pay interest and repay principal. Also, the credit rating of a bond held by the fund may be downgraded. In either case, the value of the bond held by the Trust would fall. All bonds have some credit risk, but in general lower-rated bonds have higher credit risk. Small/Mid Cap Stock Risk: The Fund's investment in smaller or mid-sized compa- nies may be subject to more erratic price movements than investment in large established companies. High Yield Bond Risk. Junk bonds, defined as bond securities rated below BBB- /Baa3, may be subject to more volatile or erratic price movements due to investor sentiment. In a down market, these high yield securities become harder to value or to sell at a fair price. Prepayment/Call Risk: The Fund's share price or yield could be hurt if interest rate movements cause the Fund's mortgage-related and callable securities to be paid off substantially earlier than expected. Turnover Risk. In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Although the Fund's turnover rate has been high in recent years, the current manager anticipates that the Fund's turnover rate will normally be less than 100%. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally consid- ered more risky than direct investments. Also, in a down market, derivatives could become harder to value or sell at a fair price. Initial Public Offering Risk: The Fund has the ability to invest in initial public offerings (IPOs) and a significant portion of the Fund's return may at times be attributable to its investment in IPOs. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. Also, the Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996** 1997 1998 1999 2000 Net asset value, beginning of period $ 10.00 $ 10.39 $ 10.11 $ 11.12 $ 10.71 Income from investment operations: Net investment income (loss) 0.24 0.33 0.34 0.29 0.23 Net realized and unrealized gain (loss) on investments* 0.41 (0.05) 1.44 0.25 (1.20) Total from investment operations 0.65 0.28 1.78 0.54 (0.97) Less distributions: Distributions from net investment income and capital paid in (0.24) (0.34) (0.35) (0.35) (0.36) Distributions from net realized gain on investments sold (0.02) (0.22) (0.42) (0.44) (0.01) Distributions in excess of income, capital paid in & gain -- -- -- (0.16) (0.10) Total distributions (0.26) (0.56) (0.77) (0.95) (0.47) Net asset value, end of period $ 10.39 $ 10.11 $ 11.12 $ 10.71 $ 9.27 Total investment return 6.73% 2.65% 17.99% 5.11% (9.08)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $24,098 $25,420 $30,416 $31,577 $28,527 Ratio of expenses to average net assets (%)*** 1.10% 1.10% 1.10% 1.00% 0.98% Ratio of net investment income (loss) to average net assets (%) 3.59% 3.18% 3.20% 2.73% 2.32% Turnover rate (%) 22.21% 81.04% 103.55% 131.21% 171.38% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on May 1, 1996. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.44%, 1.56%, 1.82%, 1.31% and 1.27% for the years ended December 31, 1996, 1997, 1998, 1999 and 2000, respectively. 57 Short-Term Bond Fund GOAL AND STRATEGY This is a short-term bond fund of medium credit quality that seeks high income. The Fund primarily invests in a diversified mix of short-term debt securities including: . U.S. Treasury and Agency securities; . U.S. corporate bonds; . foreign corporate bonds (if dollar-denominated); . foreign government and agency securities (if dollar denominated); and . mortgage-and asset-backed securities. The manager selects bonds using a combination of proprietary research and quan- titative tools. Bonds are purchased that are attractively priced based upon market fundamentals and technical factors. The Fund normally has: . an average maturity between one and three and a half years; . no more than 15% of its assets in high yield bonds; . an average credit quality rating of "A" or higher; and . 10% or less of its assets in cash and cash equivalents. The Fund may purchase other types of securities that are not primary investment vehicles, for example: certain derivatives (investments whose value is based on indexes or other securities). In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Independence Investment LLC 53 State Street Boston, Massachusetts 02109 Owned by John Hancock Managing since 1982 Managing Fund since May, 1994 Managed approximately $25 billion in assets at the end of 2000 FUND MANAGER Jay C. Leu, CFA - ----------------- Senior Vice President of subadviser Joined team in 1998 Joined subadviser in 1997 Portfolio Manager, Pacific Capital Asset Management (1995-1997) PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 3.87%, second quarter 1995 Worst quarter: down 0.42%, first quarter 1999 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 Index 2** 1 year 7.98% 8.07% 7.93% 5 year 5.34% 5.99% 6.01% Life of fund 5.74% 6.33% 6.54% Index 1: Lehman Brothers 1-3 Year Government/Credit Bond Index Index 2: A composite index combining the performance of the following indices over the periods indicated: Merrill Lynch 1-5 Year U.S. Government Bond Index (from inception through April, 1998) and 65% Lehman Brothers 1-3 Year Credit Bond Index/35% Lehman Brothers 1-3 Year Government Bond Index (after April, 1998) *Began operations on May 1, 1994. ** John Hancock believes Index 2 is a more suitable index against which to measure the fund's performance because it more closely matches the fund's changes in investment strategy since inception. 58 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concentrated in certain sectors, the Fund's performance could be worse than the overall mar- ket. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Interest Rate Risk: When interest rates rise, the Fund's bond yields will gen- erally rise and the Fund's bond prices will generally fall. When interest rates fall, the reverse will generally occur. The longer the average remaining matu- rity of bonds held by the Fund, the more sensitive the Fund is to interest rate risk. This Fund has less interest rate risk than an intermediate-term or long- term bond fund. Credit Risk: An issuer of a bond held by the Fund may default on its obligation to pay interest and repay principal. Also, the credit rating of a bond held by the fund may be downgraded. In either case, the value of the bond held by the Trust would fall. All bonds have some credit risk, but in general lower-rated bonds have higher credit risk. Concentration Risk: The Fund's investment in securities of a smaller number of issuers could produce more volatile performance relative to funds that invest in a larger number of issuers. The more concentrated a fund's holdings are, the more likely it is a specific security's poor performance will hurt the fund significantly. High Yield Bond Risk: Junk bonds, defined as bond securities rated below BBB- /Baa3, may be subject to more volatile or erratic price movements due to investor sentiment. In a down market, these high yield securities become harder to value or to sell at a fair price. Prepayment/Call Risk: The Fund's share price or yield could be hurt if interest rate movements cause the Fund's mortgage-related and callable securities to be paid off substantially earlier than expected. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Secondary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, and economic, polit- ical and social instability. Factors such as lack of liquidity, foreign owner- ship limits and restrictions on removing currency also pose special risks. Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally consid- ered more risky than direct investments. Also, in a down market, derivatives could become harder to value or sell at a fair price. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996 1997 1998 1999 2000 Net asset value, beginning of period $ 10.23 $ 10.05 $ 10.08 $ 10.05 $ 9.72 Income from investment operations: Net investment income (loss) 0.54 0.59 0.61 0.61 0.61 Net realized and unrealized gain (loss) on investments* (0.18) 0.03 (0.03) (0.33) 0.14 Total from investment operations 0.36 0.62 (0.58) 0.28 0.75 Less distributions: Distributions from net investment income and capital paid in (0.54) (0.59) (0.61) (0.61) (0.61) Distributions from net realized gain on investments sold -- -- -- -- -- Distributions in excess of income, capital paid in & gains -- -- -- -- -- Total distributions (0.54) (0.59) (0.61) (0.61) (0.61) Net asset value, end of period $ 10.05 $ 10.08 $ 10.05 $ 9.72 $ 9.86 Total investment return 3.61% 6.41% 5.82% 2.96% 7.98% Ratios and supplemental data Net assets, end of period (000s omitted) $58,676 $51,120 $77,194 $68,844 $80,109 Ratio of expenses to average net assets (%)** 0.75% 0.57% 0.53% 0.43% 0.36% Ratio of net investment income (loss) to average net assets (%) 5.66% 5.67% 6.17% 6.25% 6.27% Turnover rate (%) 20.68% 108.29% 184.50% 100.04% 45.27% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Expense ratio is net of expense reimbursement. Had such reimbursement not been made, the expense ratio would have been 0.79% for the year ended Decem- ber 31, 1996. 59 Bond Index Fund GOAL AND STRATEGY This is an intermediate term bond fund of high and medium credit quality that seeks to track the performance of the Lehman Brothers Aggregate Bond Index, which broadly represents the U.S. investment grade bond market. The manager employs a passive management strategy using quantitative techniques to select individual securities that provide a representative sample of the securities in the Index. The Index consists of dollar denominated, fixed rate, investment grade debt securities with maturities generally greater than one year and outstanding par values of at least $150 million including: . U.S. Treasury and agency securities; . mortgage-backed and asset-backed securities; . corporate bonds, issued by both U.S. and foreign companies; and . foreign government and agency securities. The manager selects securities to match, as closely as practicable, the Index's duration, cash flow, sector, credit quality, callability, and other key perfor- mance characteristics. The Index composition may change from time to time. The manager will reflect those changes as soon as practicable. The Fund may hold some cash and cash equivalents, but is normally fully invested. - -------------------------------------------------------------------------------- SUBADVISER Mellon Bond Associates, LLP One Mellon Center Pittsburgh, Pennsylvania 15258 Managing since 1986 Managing Fund since May, 1998 Managed approximately $58 billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: Gregory D. Curran, CFA - ----------------- Senior Vice President of subadviser Joined subadviser in 1995 Began career in 1986 Vice President of Salomon Brothers (1986-1995) PAST PERFORMANCE The graph will show how the fund's total return varies from year to year, while the table will show performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 5.35%, Fourth quarter 1998 Worst quarter: down 1.27%, first quarter 1999 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year 11.81% 11.84% Life of fund 5.98% 6.20% Index: Lehman Brothers Government/Credit Bond Index *Began operations on May 1, 1998. 60 MAIN RISKS Primary Index Management Risk: Certain factors such as the following may cause the Fund to track the Index less closely: . The securities selected by the manager may not be fully representative of the Index. . Transaction expenses of the Fund may result in the Fund's performance being different than that of the Index. . The size and timing of the Fund's cash flows may result in the Fund's perfor- mance being different than that of the Index. Also, index funds like this one will have more difficulty in taking defensive positions in abnormal market conditions. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concentrated in certain sectors, the Fund's performance could be worse than the overall mar- ket. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Interest Rate Risk: When interest rates rise, the Fund's bond yields will gen- erally rise and the Fund's bond prices will generally fall. When interest rates fall, the reverse will generally occur. The longer the average remaining matu- rity of bonds held by the Fund, the more sensitive the Fund is to interest rate risk. This Fund has more interest rate risk than a short-term bond fund, but less interest rate risk than a long-term bond fund. Credit Risk: An issuer of a bond held by the Fund may default on its obligation to pay interest and repay principal. Also, the credit rating of a bond held by the fund may be downgraded. In either case, the value of the bond held by the Trust would fall. All bonds have some credit risk, but in general lower-rated bonds have higher credit risk. Prepayment/Call Risk: The Fund's share price or yield could be hurt if interest rate movements cause the Fund's mortgage-related and callable securities to be paid off substantially earlier than expected. Secondary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, and economic, polit- ical and social instability. Factors such as lack of liquidity, foreign owner- ship limits and restrictions on removing currency also pose special risks. All foreign securities have some degree of foreign risk. However, to the extent the Fund invests in emerging market countries, it will have a significantly higher degree of foreign risk than if it invested exclusively in developed or newly- industrialized countries. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1998** 1999 2000 Net asset value, beginning of period $ 10.00 $ 10.19 $ 9.32 Income from investment operations: Net investment income (loss) 0.42 0.63 0.62 Net realized and unrealized gain (loss) on investments* 0.29 (0.89) 0.43 Total from investment operations 0.71 (0.26) 1.05 Less distributions: Distributions from net investment income and capital paid in (0.42) (0.61) (0.63) Distributions from net realized gain on investments sold (0.10) -- -- Distributions in excess of income, capital paid in & gains -- -- -- Total distributions (0.52) (0.61) (0.63) Net asset value, end of period $ 10.19 $ 9.32 $ 9.74 Total investment return 7.20% (2.57)% 11.81% Ratios and supplemental data Net assets, end of period (000s omitted)($) $28,001 $38,436 $64,768 Ratio of expenses to average net assets (%)*** 0.40% 0.29% 0.25% Ratio of net investment income (loss) to average net assets (%) 6.17% 6.56% 6.80% Turnover rate (%) 21.09% 17.06% 33.14% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on May 1, 1998. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 0.71%, 0.35% and 0.27% for the years ended December 31, 1998, 1999 and 2000, respectively. 61 Active Bond Fund GOAL AND STRATEGY This is an intermediate term bond fund of medium credit quality that seeks income and capital appreciation. The Fund primarily invests in a diversified mix of debt securities including: . U.S. Treasury and agency securities; . foreign government and agency securities (if dollar-denominated); . corporate bonds, both U.S. and foreign (if dollar-denominated); and . mortgage-backed and asset-backed securities. The manager normally invests: . mostly in investment grade debt securities; and . no more than 25% of the Fund's assets in high yield bonds. The manager seeks to identify specific bond sectors, industries and specific bonds that are attractively priced. The manager tries to anticipate shifts in the business cycle, using economic and industry analysis to determine which sectors and industries might benefit over the next 12 months. The manager uses proprietary research to identify securities that are undervalued. The manager evaluates bonds of all quality levels and maturities from many dif- ferent issuers. The Fund normally has an average credit rating of "A" or high- er. The Fund normally has 10% or less of its assets in cash and cash equivalents. The Fund may purchase other types of securities that are not primary investment vehicles, for example: emerging market debt securities, and certain derivatives (investments whose value is based on indices or other securities). The manager actively uses derivatives, such as futures, to adjust the Fund's average matu- rity and seeks to keep the Fund's interest rate sensitivity in line with the overall market. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER John Hancock Advisers, Inc. 101 Huntington Avenue Boston, Massachusetts 02199 Owned by John Hancock Managing since 1968 Managing Fund since May, 1995 Managed approximately $32 billion in assets at the end of 2000 FUND MANAGER James K. Ho, CFA - ----------------- Executive Vice President of subadviser Managed fund since 1995 Associated with subadviser since 1985 Began career in 1977 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 7.14%, second quarter 1989 Worst quarter: down 2.51%, first quarter 1994 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year 10.45% 11.63% 5 years 6.30% 6.46% 10 years 8.20% 7.96% Life of fund 8.04% 8.16% Index: Lehman Brothers Aggregate Bond Index *Began operations on March 29, 1986. 62 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concentrated in certain sectors, the Fund's performance could be worse than the overall mar- ket. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Interest Rate Risk: When interest rates rise, the Fund's bond yields will gen- erally rise and the Fund's bond prices will generally fall. When interest rates fall, the reverse will generally occur. The longer the average remaining matu- rity of bonds held by the Fund, the more sensitive the Fund is to interest rate risk. This Fund has more interest rate risk than a short-term bond fund, but less interest rate risk than a long-term bond fund. Credit Risk: An issuer of a bond held by the Fund may default on its obligation to pay interest and repay principal. Also, the credit rating of a bond held by the fund may be downgraded. In either case, the value of the bond held by the Fund would fall. All bonds have some credit risk, but in general lower-rated bonds have higher credit risk. High Yield Bond Risk: Junk bonds, defined as bond securities rated below BBB- /Baa3, may be subject to more volatile or erratic price movements due to investor sentiment. In a down market, these high yield securities become harder to value or to sell at a fair price. Prepayment/Call Risk: The Fund's share price or yield could be hurt if interest rate movements cause the Fund's mortgage-related and callable securities to be paid off substantially earlier than expected. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Secondary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, and economic, polit- ical and social instability. Factors such as lack of liquidity, foreign owner- ship limits and restrictions on removing currency also pose special risks. All foreign securities have some degree of foreign risk. However, to the extent the Fund invests in emerging market countries, it will have a significantly higher degree of foreign risk than if it invested exclusively in developed or newly- industrialized countries. Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally consid- ered more risky than direct investments. Also, in a down market, derivatives could become harder to value or sell at a fair price. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996 1997 1998 1999 2000 Net asset value, beginning of period $ 10.13 $ 9.77 $ 9.95 $9.92 $ 9.12 Income from investment operations: Net investment income (loss) 0.69 0.71 0.69 0.67 0.64 Net realized and unrealized gain (loss) on investments* (0.31) 0.24 0.11 (0.76) 0.28 Total from investment operations 0.38 0.95 0.80 (0.09) 0.92 Less distributions: Distributions from net investment income and capital paid in (0.69) (0.71) (0.69) (0.71) (0.60) Distributions from net realized gain on investments sold (0.05) (0.06) (0.14) -- -- Distributions in excess of income, capital paid in & gains -- -- -- -- -- Total distributions (0.74) (0.77) (0.83) (0.71) (0.60) Net asset value, end of period $ 9.77 $ 9.95 $ 9.92 $ 9.12 $ 9.44 Total investment return 4.10% 10.11% 8.23% (0.94)% 10.45% Ratios and supplemental data Net assets, end of period (000s omitted)($) $726,111 $803,770 $907,121 $850,286 $842,299 Ratio of expenses to average net assets (%) 0.29% 0.31% 0.29% 0.28% 0.41% Ratio of net investment income (loss) to average net assets (%) 7.07% 7.18% 6.84% 6.97% 6.98% Turnover rate (%) 119.12% 138.29% 228.74% 182.90% 164.34% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. 63 Active Bond II Fund (Formerly Core Bond Fund) GOAL AND STRATEGY This is an intermediate term bond fund of medium credit quality that seeks income and capital appreciation. The Fund primarily invests in a diversified mix of debt securities including: . U.S. Treasury and agency securities; . foreign government and agency securities (if dollar-denominated); . corporate bonds, both U.S. and foreign (if dollar-denominated); and . mortgage-backed and asset-backed securities. The manager normally invests: . mostly in investment grade debt securities; and . no more than 25% of the Fund's assets in high yield bonds. The manager seeks to identify specific bond sectors, industries and specific bonds that are attractively priced. The manager tries to anticipate shifts in the business cycle, using economic and industry analysis to determine which sectors and industries might benefit over the next 12 months. The manager uses proprietary research to identify securities that are undervalued. The manager evaluates bonds of all quality levels and maturities from many dif- ferent issuers. The Fund normally has an average credit rating of "A" or high- er. The Fund normally has 10% or less of its assets in cash and cash equivalents. The Fund may purchase other types of securities that are not primary investment vehicles, for example: emerging market debt securities, and certain derivatives (investments whose value is based on indices or other securities). The manager actively uses derivatives, such as futures, to adjust the Fund's average matu- rity and seeks to keep the Fund's interest rate sensitivity in line with the overall market. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER John Hancock Advisers, Inc. 101 Huntington Avenue Boston, Massachusetts 02199 Owned by John Hancock Managing since 1968 Managing Fund since January, 2001 Managed approximately $32 billion in assets at the end of 2000 FUND MANAGER James K. Ho, CFA - ----------------- Executive Vice President of subadviser Associated with subadviser since 1985 Began career in 1977 PAST PERFORMANCE Because this Fund did not have a full year of operations as of December 31, 2000, no year-by-year total returns or average annual total returns can be shown for this Fund. 64 MAIN RISKS Primary Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concentrated in certain sectors, the Fund's performance could be worse than the overall mar- ket. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Interest Rate Risk: When interest rates rise, the Fund's bond yields will gen- erally rise and the Fund's bond prices will generally fall. When interest rates fall, the reverse will generally occur. The longer the average remaining matu- rity of bonds held by the Fund, the more sensitive the Fund is to interest rate risk. This Fund has more interest rate risk than a short-term bond fund, but less interest rate risk than a long-term bond fund. Credit Risk: An issuer of a bond held by the Fund may default on its obligation to pay interest and repay principal. Also, the credit rating of a bond held by the fund may be downgraded. In either case, the value of the bond held by the Trust would fall. All bonds have some credit risk, but in general lower-rated bonds have higher credit risk. Concentration Risk: The Fund's investment in securities of a smaller number of issuers could produce more volatile performance relative to funds that invest in a larger number of issuers. The more concentrated a fund's holdings are, the more likely it is a specific security's poor performance will hurt the fund significantly. High Yield Bond Risk: Junk bonds, defined as bond securities rated below BBB- /Baa3, may be subject to more volatile or erratic price movements due to investor sentiment. In a down market, these high yield securities become harder to value or to sell at a fair price. Prepayment/Call Risk: The Fund's share price or yield could be hurt if interest rate movements cause the Fund's mortgage-related and callable securities to be paid off substantially earlier than expected. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Nor- mally, the Fund's turnover rate will be greater than 100%. Secondary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, and economic, polit- ical and social instability. Factors such as lack of liquidity, foreign owner- ship limits and restrictions on removing currency also pose special risks. All foreign securities have some degree of foreign risk. However, to the extent the Fund invests in emerging market countries, it will have a significantly higher degree of foreign risk than if it invested exclusively in developed or newly- industrialized countries. Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally consid- ered more risky than direct investments. Also, in a down market, derivatives could become harder to value or sell at a fair price. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Active Bond II Fund (Formerly Core Bond Fund)--Period ended Decmeber 31: 2000** Net asset value, beginning of period $10.00 Income from investment operations: Net investment income (loss) 0.32 Net realized and unrealized gain (loss) on investments* 0.37 Total from investment operations 0.69 Less distributions: Distributions from net investment income and capital paid in (0.31) Distributions from net realized gain on investments sold (0.05) Distributions in excess of income, capital paid in & gains -- Total distributions (0.36) Net asset value, end of period $10.33 Total investment return 7.00% Ratios and supplemental data Net assets, end of period (000s omitted)($) $5,428 Ratio of expenses to average net assets (%) 0.75% Ratio of net investment income (loss) to average net assets (%) 16.09% Turnover rate (%) 131.71% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations June 30, 2000. 65 High Yield Bond Fund GOAL AND STRATEGY This is a high yield bond fund that seeks high income and capital appreciation. The Fund invests primarily in a diversified mix of high yield debt securities, commonly referred to as "junk bonds" (rated BB+/Ba1 or lower and their unrated equivalents), including: . corporate bonds, both U.S. and foreign (if dollar-denominated); . foreign government and agency securities (if dollar-denominated); . preferred stocks; and . convertible securities (convertible into common stocks or other equity inter- ests). The manager will invest no more than 15% of the Fund's assets in emerging mar- ket countries (with below investment-grade sovereign debt). The Fund normally has 10% or less of its assets in cash and cash equivalents. The manager seeks to purchase bonds with stable or improving credit quality before the market widely perceives the improvement. Purchase and sale decisions are primarily based upon the investment merits of the particular security. The manager selects bonds using proprietary research, including: . quantitative analysis of historical financial data; . qualitative analysis of a company's future prospects; and . economic and industry analysis. The Fund's average maturity depends on security selection decisions rather than interest rate decisions. The Fund may purchase other types of securities that are not primary investment vehicles, for example: equity securities, high quality debt securities (short- term and otherwise), foreign debt securities denominated in U.S. dollars or any other currency, and certain derivatives (investments whose value is based on indices or other securities). In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Wellington Management Company, LLP 75 State Street Boston, Massachusetts 02109 Managing, with predecessors, since 1928 Managing Fund since May, 1998 Managed approximately $274 billion in assets at the end of 2000 FUND MANAGER Richard T. Crawford - ----------------- Vice President of subadviser Joined subadviser in 1994 Began career in 1991 Manager draws upon the other members of the High Yield team, including: Earl E. McEvoy - ----------------- Partner of subadviser Joined subadviser in 1978 Began career in 1972 Catherine A. Smith - ----------------- Partner of subadviser Joined subadviser in 1985 Began career in 1983 PAST PERFORMANCE The graph will show how the fund's total return varies from year to year, while the table will show performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar year Best quarter: up 4.55%, fourth quarter 1998 Worst quarter: down 8.80%, fourth quarter 2000 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 year -10.81% -5.86% Life of fund -3.48% -2.05% Index:Lehman Brothers High-yield Bond Index *Began operations on May 1, 1998. 66 MAIN RISKS Primary High Yield Bond Risk: High yield or junk bonds, defined as bond securities rated below BBB-/Baa3, may be subject to more volatile or erratic price move- ments due to investor sentiment. In a down market, these high yield securities may become harder to value or to sell at a fair price. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concentrated in certain sectors, the Fund's performance could be worse than the overall mar- ket. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Interest Rate Risk: When interest rates rise, the Fund's bond yields will gen- erally rise and the Fund's bond prices will generally fall. When interest rates fall, the reverse will generally occur. The longer the average remaining matu- rity of bonds held by the Fund, the more sensitive the Fund is to interest rate risk. This Fund has more interest rate risk than a short-term bond fund, but less interest rate risk than a long-term bond fund. Credit Risk: An issuer of a bond held by the Fund may default on its obligation to pay interest and repay principal. Also, the credit rating of a bond held by the fund may be downgraded. In either case, the value of the bond held by the Fund would fall. All bonds have some credit risk, but in general lower-rated bonds have higher credit risk. Secondary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, and economic, polit- ical and social instability. Factors such as lack of liquidity, foreign owner- ship limits and restrictions on removing currency also pose special risks. All foreign securities have some degree of foreign risk. However, to the extent the Fund invests in emerging market countries, it will have a significantly higher degree of foreign risk than if it invested exclusively in developed or newly- industrialized countries. Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally consid- ered more risky than direct investments. Also, in a down market, derivatives could become harder to value or sell at a fair price. Prepayment/Call Risk: The Fund's share price or yield could be hurt if interest rate movements cause the Fund's mortgage-related and callable securities to be paid off substantially earlier than expected. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1998** 1999 2000 Net asset value, beginning of period $ 10.00 $ 9.23 $ 8.99 Income from investment operations: Net investment income (loss) 0.46 0.72 0.73 Net realized and unrealized gain (loss) on investments* (0.76) (0.26) (1.65) Total from investment operations (0.30) 0.46 (0.92) Less distributions: Distributions from net investment income and capital paid in (0.46) (0.70) (0.74) Distributions from net realized gain on investments sold (0.01) -- -- Distributions in excess of income, capital paid in & gains -- -- -- Total distributions (0.47) (0.70) (0.74) Net asset value, end of period $ 9.23 $ 8.99 $ 7.33 Total investment return (2.98)% 5.13% (10.81)% Ratios and supplemental data Net assets, end of period (000s omitted)($) $14,789 $19,921 $25,978 Ratio of expenses to average net assets (%)*** 0.90% 0.80% 0.75% Ratio of net investment income (loss) to average net assets (%) 7.43% 7.94% 8.88% Turnover rate (%) 17.67% 38.62% 21.94% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on May 1, 1998. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 2.03%, 1.04% and 0.87% for the years ended December 31, 1998, 1999 and 2000, respectively. 67 Global Bond Fund GOAL AND STRATEGY This is an intermediate term, non-diversified global bond fund of medium credit quality that seeks income and capital appreciation. The Fund primarily invests in a broad mix of debt securities throughout the world including: . U.S. Treasury and agency securities; . foreign government and agency securities; . supranational securities (such as the World Bank); . corporate bonds, both U.S. and foreign; and . mortgage-backed and asset-backed securities. The Fund has a target mix of 25% U.S. bonds and 75% non-U.S. bonds (denominated in foreign currencies), but the manager actively manages the mix within (+/-) 15 percentage points of the target mix. The Fund normally: . invests in at least 3 countries, but normally in 10 to 35 countries; . has an average credit quality rating of "A" or higher; and . invests up to 15% in emerging market and high yield debt securities. The Fund is managed using a multiple portfolio manager system in which the Fund is managed by multiple portfolio managers and/or research analysts. Therefore, the Fund normally has broad country, currency, sector and individual security exposures, reflecting the aggregate decisions of the multiple portfolio manag- ers and research analysts managing the Fund. The managers make ongoing decisions regarding the Fund's average maturity and the Fund's country, sector and foreign currency exposures. The manager uses proprietary research and economic analysis to identify attractive markets and currencies and undervalued sectors and securities. The Fund is "non-diversified", which means that it can take larger positions in individual issuers. The Fund normally has 10% or less (usually lower) of its assets in cash and cash equivalents. The Fund may purchase other types of securities that are not primary investment vehicles, for example: certain derivatives (investments whose value is based on indices or other securities). The Fund may use derivatives, such as futures and forwards, to manage the Fund's average maturity relative to the benchmark and to implement foreign currency strategies. Currency management strategies are primarily used for hedging purposes and to protect against anticipated changes in foreign currency exchange rates. In abnormal market conditions, the Fund may take temporary defensive measures-- such as holding unusually large amounts of cash and cash equivalents--that are inconsistent with the Fund's primary investment strategy. In taking those mea- sures, the Fund may not achieve its investment goal. - -------------------------------------------------------------------------------- SUBADVISER Capital Guardian Trust Company 333 South Hope Street Los Angeles, California 90071 Managing since 1968 Managing Fund since November, 2000 Managed approximately $122 billion in assets at the end of 2000 FUND MANAGERS Team managed by 4 Portfolio Managers Average 11 years with Capital Guardian Average 17 years industry experience See Appendix A for more details PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 7.04%, forth quarter 2000 Worst quarter: down 1.75%, second quarter 1999 Average annual total returns -- for periods ending 12/31/2000* Fund Index 1 Index 2** 1 year 12.00% 1.59% 13.37% Life of fund 7.34% 3.83% 8.46% Index 1:Salomon Brothers World Government Bond Index, Unhedged Index 2:A composite index combining the performance of the following indices over the periods indicated: 75% Lehman Brothers Aggregate Bond Index / 25% JP Morgan Non-US Government Bond Index, US Dollar Hedged (from inception through April, 1999); JP Morgan Global Government Bond Index, US Dollar Hedged (from May, 1999 through October, 2000); and Salomon Brothers World Government Bond Index, Unhedged (after October, 2000) * Began operations on May 1, 1996. **John Hancock believes Index 2 is a more suitable index against which to meas- ure the fund's performance because it more closely matches the fund's changes in investment strategy since inception. 68 MAIN RISKS Primary Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, economic, political and social instability and foreign currency rate fluctuations. Factors such as lack of liquidity, foreign ownership limits and restrictions on removing cur- rency also pose special risks. All foreign securities have some degree of for- eign risk. However, the Fund's investments in emerging market countries have a significantly higher degree of foreign risk than investments in developed or newly-industrialized countries. Market Risk: The value of the securities in the Fund may go down in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. If the Fund's investments are concentrated in certain sectors, the Fund's performance could be worse than the overall mar- ket. Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Interest Rate Risk: When interest rates rise, the Fund's bond yields will gen- erally rise and the Fund's bond prices will generally fall. When interest rates fall, the reverse will generally occur. The longer the average remaining matu- rity of bonds held by the Fund, the more sensitive the Fund is to interest rate risk. This Fund has more interest rate risk than a short-term bond fund, but less interest rate risk than a long-term bond fund. Credit Risk: An issuer of a bond held by the Fund may default on its obligation to pay interest and repay principal. Also, the credit rating of a bond held by the fund may be downgraded. In either case, the value of the bond held by the Trust would fall. All bonds have some credit risk, but in general lower-rated bonds have higher credit risk. Non-Diversified Fund Risk: The Fund's larger position in foreign government securities could produce more volatile performance relative to funds with smaller positions. The less diversified a fund's holdings are, the more likely it is that a specific security's poor performance will hurt the fund signifi- cantly. Concentration Risk. The Fund's investment in securities of a smaller number of issuers could produce more volatile performance relative to funds that invest in a larger number of issuers. The more concentrated a fund's holdings are, the more likely it is a specific security's poor performance will hurt the fund significantly. Turnover Risk: In general, the greater the volume of buying and selling by a fund (i.e., the higher its "turnover rate"), the greater the impact that bro- kerage commissions and other transaction costs will have on the fund's perfor- mance. Any turnover rate in excess of 100% is considered relatively high. Although the Fund's turnover rate has been high in recent years, the current manager anticipates that the Fund's turnover rate will normally be less than 100%. Secondary Derivatives Risk: Certain derivative instruments (such as options, futures and swaps) can produce disproportionate gains or losses. They are generally consid- ered more risky than direct investments. Also, in a down market, derivatives could become harder to value or sell at a fair price. Prepayment/Call Risk: The Fund's share price or yield could be hurt if interest rate movements cause the Fund's mortgage-related and callable securities to be paid off substantially earlier than expected. - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996** 1997 1998 1999 2000 Net asset value, beginning of period $ 10.00 $ 10.16 $ 10.24 $ 10.60 $ 9.82 Income from investment operations: Net investment income (loss) 0.38 0.59 0.54 0.48 0.48 Net realized and unrealized gain (loss) on investments* 0.28 0.30 0.38 (0.70) 0.67 Total from investment operations 0.66 0.89 0.92 (0.22) 1.15 Less distributions: Distributions from net investment income and capital paid in (0.38) (0.66) (0.47) (0.56) (0.63) Distributions from net realized gain on investments sold (0.12) (0.15) (0.09) -- -- Distributions in excess of income, capital paid in & gains -- -- -- -- -- Total distributions $ (0.50) $ (0.81) $ (0.56) (0.56) (0.63) Net asset value, end of period $ 10.16 $ 10.24 $ 10.60 $ 9.82 $ 10.34 Total investment return 6.71% 9.05% 9.15% (2.16)% 12.00% Ratios and supplemental data Net assets, end of period (000s omitted)($) $12,907 $28,647 $66,791 $70,991 $68,473 Ratio of expenses to average net assets (%)*** 1.00% 1.00% 0.95% 0.83% 0.81% Ratio of net investment income (loss) to average net assets (%) 6.05% 5.80% 5.27% 4.70% 4.71% Turnover rate (%) 171.39% 69.38% 186.70% 332.06% 209.39% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. ** Fund began operations on May 1, 1996. *** Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.57%, 1.32%, 1.02%, 0.84% and 0.91% for the years ended December 31, 1996, 1997, 1998, 1999 and 2000, respectively. 69 Money Market Fund GOAL AND STRATEGY This is a money market fund that seeks to preserve capital and liquidity while also seeking to achieve a competitive yield. The Fund intends to maintain a stable net asset value of $1.00 per share. The Fund invests in U.S. dollar denominated money market instruments rated in one of the two highest short-term credit rating categories, primarily includ- ing: . commercial paper and other short-term obligations of U.S. and foreign issuers (including asset-backed securities); . certificates of deposit, bank notes and other obligations of U.S. and foreign banks and other lending institutions; . debt securities issued by foreign governments and agencies; . U.S. Treasury, agency and state and local government obligations; and, . repurchase agreements. The manager's investment approach combines top-down analysis with fundamental bottom-up security selection. The manager considers factors such as the antici- pated level of interest rates and the maturity of individual securities to determine the Fund's overall weighted average maturity. The manager seeks secu- rities; . with an acceptable maturity; . issued by issuers on a sound financial footing; . that are marketable and liquid; and . that offer competitive yields. The Fund only invests in individual securities with a maximum remaining matu- rity of 397 days (13 months). The overall weighted average maturity of the Fund's investments is 90 days or less. The Fund may invest: . up to 5% of assets in securities rated in the second-highest short-term cate- gory (or unrated equivalents); and . up to 1% of assets or $1 million (whichever is greater) in securities of a single issuer rated in the second-highest short-term category (or unrated equivalents). - -------------------------------------------------------------------------------- SUBADVISER Wellington Management Company, LLP 75 State Street Boston, Massachusetts 02109 Managing, with predecessors, since 1928 Managing Fund since May, 2001 Managed approximately $274 billion in assets at the end of 2000 FUND MANAGERS Management by investment team overseen by: John Keogh - ----------------- Senior Vice President and Partner of subadviser Joined subadviser in 1983 PAST PERFORMANCE The graph shows how the fund's total return has varied from year to year, while the table shows performance over time. This information may also help provide an indication of the fund's risks and potential rewards. All figures assume dividend reinvestment. Past performance does not indicate future results. The performance figures below do not reflect the deduction of fees and charges payable under the variable contracts. Such fees and charges would cause the investment returns under the contracts to be less than that shown below. Year-by-year total returns -- calendar years Best quarter: up 2.38%, second quarter 1989 Worst quarter: up 0.74%, second quarter 1993 Average annual total return -- for periods ending 12/31/2000(/1/) Fund 1 year 6.29% 5 years 5.50% 10 years 4.99% Life of fund 5.84% (1)Began operations on March 29, 1986. 70 MAIN RISKS Primary Manager Risk: The manager and its strategy may fail to produce the intended results. The Fund could underperform its peers or lose money if the manager's investment strategy does not perform as expected. Interest Rate Risk: When interest rates rise, yields on the Fund's investments will generally rise and prices on the Fund's investments will generally fall. When interest rates fall, the reverse will generally occur. The longer the average remaining maturity of instruments held by the Fund, the more sensitive the Fund is to interest rate risk. This Fund has less interest rate risk than an intermediate-term or long-term bond fund. Credit Risk: An issuer of an instrument held by the Fund may default on its obligation to pay interest and repay principal. Also, the credit rating of an instrument held by the Fund may be downgraded. In either case, the value of the instrument held by the Fund would fall. All money market instruments have some credit risk, but in general lower-rated instruments have higher credit risk. Principal Risk: An investment in the Fund is not a bank deposit and is not guaranteed as to principal and interest. Although the Fund seeks to maintain a stable net asset value of $1.00 per share, investors may lose money by invest- ing in the Fund. Foreign Risk: The Fund's foreign securities will pose special risks, due to limited government regulation, lack of public information, and economic, polit- ical and social instability. Factors such as lack of liquidity, foreign owner- ship limits and restrictions on removing currency also pose special risks. All foreign securities have some degree of foreign risk. However, to the extent the Fund invests in emerging market countries, it will have a significantly higher degree of foreign risk than if it invested exclusively in developed or newly- industrialized countries. Secondary None - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (Selected data for each share interest outstanding throughout the period indicated) The following financial highlights have been audited by Ernst & Young LLP. Period ended December 31: 1996 1997 1998 1999 2000 Net asset value, beginning of period $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 Income from investment operations: Net investment income (loss) 0.52 0.53 0.53 0.45 0.60 Net realized and unrealized gain (loss) on investments* -- -- -- -- -- Total from investment operations 0.52 0.53 0.53 0.45 0.60 Less distributions: Distributions from net investment income and capital paid in (0.52) (0.53) (0.53) (0.45) (0.61) Distributions from net realized gain on investments sold -- -- -- -- -- Distributions in excess of income, capital paid in & gains -- -- -- -- -- Total distributions $ (0.52) $ (0.53) $ (0.53) (0.45) (0.61) Net asset value, end of period $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 Total investment return 5.32% 5.38% 5.40% 5.05% 6.29% Ratios and supplemental data Net assets, end of period (000s omitted)($) $213,235 $229,443 $395,195 $451,235 $496,853 Ratio of expenses to average net assets (%) 0.30% 0.33% 0.31% 0.31% 0.29% Ratio of net investment income (loss) to average net assets (%) 5.20% 5.32% 5.29% 4.95% 6.05% * The amount shown may not accord with the change in the aggregate gains and losses in the fund securities for the period because of the timing of pur- chases and withdrawals of shares in relation to the fluctuation in market values of the fund. 71 Your Account Investments in shares of the funds Each fund sells its shares directly to separate accounts of John Hancock, JHVLICO and other insurance companies to fund variable contracts. Each fund also buys back its shares on redemption by the separate accounts. Under the variable contracts, a separate account buys or redeems a fund's shares based on: . instructions by you and other contractowners to invest or receive back monies under a contract (such as making a premium payment or surrendering a con- tract), and . the operation of a contract (such as deduction of fees and charges). The Trust, as law permits, may: . refuse a buy order if the adviser believes it would disrupt management . suspend a fund's offer of shares, or . suspend a fund's redemption obligation or postpone a fund's payment of redemption proceeds for more than seven days. Share price Each fund sells and buys back its shares at the net asset value per share ("NAV") next computed after receipt by a separate account of a contractowner's instructions. Each fund calculates its NAV: . by dividing its net assets by the number of its outstanding shares, . once daily as of the close of regular trading on the New York Stock Exchange (generally at 4 p.m. New York time) on each day the Exchange is open. Certain funds may hold securities primarily listed on foreign exchanges that trade on weekends or other days when the Trust does not calculate NAV. Conse- quently, NAV may change on days when contractowners will not be able to instruct a separate account to buy or redeem fund shares. Valuation The Money Market Fund values its securities at amortized cost. Each of the other funds values securities based on: . market quotations, . amortized cost, . valuations of independent pricing services, or . fair value determined in accordance with procedures approved by the Trust's trustees. A fund may value securities at fair value where, for example: .market quotations are not readily available, or . the value of securities has been materially affected after the closing of a foreign market. Conflicts The Trust's trustees monitor for possible material irreconcilable conflicts among separate accounts buying shares of the funds. The Trust's net asset value could decrease, if the Trust had to sell investment securities to pay redemp- tion proceeds to a separate account withdrawing because of a conflict. 72 Funds' Expenses The advisory fee paid by each fund to the adviser in 2000 was: Funds % of net assets Equity Index Fund 0.13% Growth & Income Fund 0.32% Large Cap Value Fund 0.73% Large Cap Value CORESM Fund 0.75% Large Cap Value CORESM II Fund* 0.80% Large Cap Growth Fund 0.36% Large Cap Aggressive Growth Fund 0.90% Large/Mid Cap Value Fund 0.95% Large/Mid Cap Value II Fund** 0.80% Fundamental Growth Fund 0.86% Mid Cap Blend Fund 0.75% Mid Cap Growth Fund 0.81% Small/Mid Cap CORESM Fund 0.80% Small/Mid Cap Growth Fund 0.75% Small Cap Equity Fund 0.82% Small Cap Value Fund*** 0.95% Small Cap Growth Fund 0.75% International Equity Index Fund 0.17% International Opportunities Fund 0.83% International Equity Fund 1.00% Emerging Markets Equity Fund 1.22% Real Estate Equity Fund 0.67% Managed Fund 0.38% Aggressive Balanced Fund 0.68% Global Balanced Fund 0.88% Short-term Bond Fund 0.30% Bond Index Fund 0.15% Active Bond Fund 0.31% Active Bond II Fund**** 0.70% High Yield Bond Fund 0.65% Global Bond Fund 0.71% Money Market Fund 0.25% * Formerly American Leaders Large Cap Value ** Formerly Mid Cap Value *** Formerly Small/Mid Cap Value **** Formerly Core Bond The Health Sciences Fund was not in operation in 2000. That Fund pays fees to the adviser (as a percentage of net assets) equal to 0.55% of the first $250 million and 0.50% above $250 million. The adviser pays subadvisory fees out of its own assets. No fund pays a fee to its subadviser. The adviser has agreed to limit each fund's annual expenses (excluding advisory fees and certain other expenses such as brokerage and tax- es) to not more than 0.10 percent of the fund's average daily net assets. Dividends and Taxes Dividends Each fund automatically reinvests its dividends and distributions in additional shares of the fund at NAV. Each fund declares and pays dividends monthly, except that the Small/Mid Cap Growth Fund does so annually and the Money Market Fund does so daily. Funds generally declare capital gains distributions annually. Taxes Each fund must meet investment diversification and other requirements under the Internal Revenue Code, in order to: . avoid federal income tax and excise tax, and . assure the tax-deferred treatment of variable contracts under the Code. You should read the prospectus for your variable contract for the federal income tax consequences for contractowners, including the consequences of a fund's failure to meet Code requirements. 73 Trust Business Structure The diagram below shows the basic business structure of the Trust. The Trust's trustees oversee the Trust's investment and business activities and hire vari- ous service providers to carry out the Trust's operations. Variable Contractowners John Hancock, JHVLICO and IPL Separate Accounts The Trust Trustees oversee the Trust's investment and business activities. Investment Adviser Custodian John Hancock Life State Street Bank and Insurance Company Trust Company Manages the Trust's investment and business Holds the Trust's assets, activities. settles all Trust trades and collects most of the valuation data required for calcu- lating the Trust's NAV. Subadvisers Alliance Capital Management Morgan Stanley Dean Witter In- L.P. vestment Management Inc. Capital Guardian Trust Company Putnam Investment Management, LLC Goldman Sachs Asset Manage- SSgA Funds Management, Inc. ment. T. Rowe Price Associates, Inc. Independence Investment LLC T. Rowe Price International, Inc. Janus Capital Corporation Wellington Management Company, John Hancock Advisers, Inc. LLP Mellon Bond Associates, LLP Provide management to various funds. 74 APPENDIX A Capital Guardian Trust Company uses a multiple portfolio manager system in which each Fund it subadvises is divided into segments that are managed by individual portfolio managers and/or research analysts. This multiple manager approach seeks to deliver the best ideas of individual portfolio managers and analysts within each Fund. Each portfolio manager and research analyst decides how their respective segment will be invested within the limits provided by the Fund's goal and strategy and investment policies. Capital Guardian's Investment Committee determines the specific allocation to individual portfolio managers and the research analyst team. Set forth below are details regarding the multi- ple portfolio managers of Capital Guardian who are involved in the management of the Funds indicated: MANAGED FUND U.S. Equity Investments: The Research Team, consisting of the following 23 research analysts, has an average of 10 years experience with Capital Guardian and 14 years of industry experience. Gene Barron Reed H. Lowenstein Andrew F. Barth, D. James Martin Research Portfolio Coordinator Karen A. Miller Terry Berkemeier Jason M. Pilalas Steven Connell Lars Reierson Caroline E. Ford Suzanne Rheault Zachary E. Guevara Carlos Schonfeld Todd S. James Lawrence R. Solomon Nancy Kamei Eric H. Stern James S. Kang Steven R. Wanek Karin L. Larson Alan J. Wilson Jin Lee John A. Longhurst U.S. Fixed Income Investments: James S. Baker John W. Ressner Vice President of subadviser Executive Vice President of subadviser Joined subadviser in 1987 Joined subadviser in 1988 Began career in 1981 Began career in 1988 James R. Mulally Senior Vice President of subadviser Joined subadviser in 1980 Began career in 1977 SMALL CAP EQUITY FUND Michael R. Ericksen Karen A. Miller Senior Vice President of Senior Vice President of subadviser subadviser Joined subadviser in 1990 Joined subadviser in 1987 Began career in 1989 Began career in 1981 Lawrence R. Solomon James S. Kang Senior Vice President of subadviser Senior Vice President of Joined subadviser in 1985 subadviser Began career in 1984 Joined subadviser in 1988 Began career in 1987 Robert G. Kirby Chairman Emeritus of subadviser Joined subadviser in 1966 Began career in 1953 75 GLOBAL BALANCED FUND Global Equity Investments: Michael R. Ericksen Robert Ronus Senior Vice President of President of subadviser subadviser Joined subadviser in 1972 Joined subadviser in 1987 Began career in 1969 Began career in 1981 Lionel M. Sauvage David I. Fisher Senior Vice President of Chairman of subadviser subadviser Joined subadviser in 1969 Joined subadviser in 1987 Began career in 1966 Began career in 1987 Richard N. Havas Nilly Sikorsky Senior Vice President of President of subadviser subadviser Joined subadviser in 1962 Joined subadviser in 1986 Began career in 1963 Began career in 1982 Rudolf M. Staehelin Nancy I. Kyle Senior Vice President of Senior Vice President of subadviser subadviser Joined subadviser in 1981 Joined subadviser in 1991 Began career in 1978 Began career in 1974 Eugene P. Stein Christopher A. Reed Executive Vice President of Vice President of subadviser subadviser Joined subadviser in 1994 Joined subadviser in 1973 Began career in 1994 Began career in 1972 Global Fixed Income Investments: Mark A. Brett James R. Mulally Senior Vice President of Senior Vice President of subadviser subadviser Joined subadviser in 1993 Joined subadviser in 1980 Began career in 1980 Began career in 1977 Laurentius Harrer John W. Ressner Vice President of subadviser Executive Vice President of subadviser Joined subadviser in 1993 Joined subadviser in 1988 Began career in 1988 Began career in 1988 GLOBAL BOND FUND Mark A. Brett James R. Mulally Senior Vice President of Senior Vice President of subadviser subadviser Joined subadviser in 1993 Joined subadviser in 1980 Began career in 1980 Began career in 1977 Laurentius Harrer John W. Ressner Vice President Executive Vice President of Joined subadviser in 1993 subadviser Began career in 1988 Joined subadviser in 1988 Began career in 1988 76 For more information This prospectus Two documents are To request a free should be used available that offer copy of the current only with a vari- further information annual/semiannual able contract on John Hancock report or the SAI, prospectus. Variable Series or to make share- Trust I: holder inquiries, please contact: Annual/Semiannual Report to shareholders By mail: Includes financial John Hancock Variable statements, a dis- Series Trust I cussion of the mar- John Hancock Place ket conditions and Boston, MA 02117 investment strate- gies that signifi- By phone: 1-800-732- cantly affected per- 5543 formance, and the auditors' report (in Or you may view or the annual report obtain these docu- only). ments from the SEC: Statement of In person: at the Additional SEC's Public Refer- Information (SAI) ence Room in Wash- ington, DC The SAI contains By phone: 1-202-942- more detailed infor- 8090 mation on all aspects of the By mail: Office of funds. Public Reference Secu- rities and Exchange Commission John Hancock A current SAI has 450 5th Street, Variable been filed with the N.W., Room 1300 Series Trust I Securities and Washington, DC John Hancock Exchange Commission 20549-0102 Place and is incorporated (duplicating fee Boston, Massachu- by reference into required) setts 02117 (i.e., is legally a part of) this pro- By e- spectus. mail: publicinfo@SEC.gov On the Internet: www.sec.gov SEC File Num- ber: 811-4490 [LOGO OF JOHN HANCOCK] Annual Report December 31, 2000 Investment Vision The Variable Series | Variable Series Trust - -------------------------------------------------------------------------------- Insurance Products: . Are NOT FDIC insured; NOT insured by the FDIC, NCUSIF, or any other federal entity; . Are NOT deposits or other obligations of any bank and are NOT guaranteed by any bank; and . Are subject to investment risk, including the possible loss of principal investment. - -------------------------------------------------------------------------------- [LOGO OF JOHN HANCOCK] [LOGO OF INDEPENDENCE INVESTMENT ASSOCIATES, INC.] [LOGO OF ALLIANCE CAPITAL] [LOGO OF THE BOSTON COMPANY] [LOGO OF CAPITAL GUARDIAN TRUST COMPANY] [LOGO OF FEDERATED] [LOGO OF GOLDMAN SACHS] [LOGO OF JANUS] [LOGO OF MELLON BOND] [LOGO OF MORGAN STANLEY DEAN WITTER] [LOGO OF NEUBERGER BERMAN] [LOGO OF PUNAM INVESTMENTS] [LOGO OF STATE STREET GLOBAL ADVISORS] [LOGO OF T. ROWE PRICE] [LOGO OF WELLINGTON MANAGEMENT] Dear Shareholder, The economic and financial landscape has shifted dramatically since our last report to you six months ago The Federal Reserve has finally achieved its goal of slowing economic growth, and market sentiment has moved abruptly toward fear of an impending recession. The Fed acknowledged in December that economic weakness is now a greater concern than inflation, but stopped short of lowering interest rates to stimulate the economy at that time. However, the rate was cut at a special meeting called on January 3, 2001. The overall macroeconomic picture right now is almost exactly what Alan Greenspan has been targeting; growth still positive but slightly below the economy's potential, minimal inflation, and a slight increase in the unemployment rate. There are two key reasons for the bleak mood in financial markets. First, the economic slowdown, even if it proceeds exactly according to the Fed's plan, implies a jarring halt to the recent pace of growth in corporate earnings. Stocks and bonds are both being hit by changed expectations of profits and defaults. Second, there is a legitimate fear that the Fed may have made a mistake, overdoing the monetary tightening earlier in 2000. It takes up to a year for the full impact of interest rate changes to work its way through the economy, so there could still be more tightening in the pipeline from last May's 50-basis-point increase. While the best guess is that the Fed is getting it right, and stands ready to ease rates again if the need is compelling, markets are still reflecting a valid concern that we might already be on a slippery slope. But while the market was turbulent this past year, not everyone faired poorly. Most financial pundits agree that those who had their assets well diversified in year 2000 were generally much better off than those who weren't diversified. John Hancock offers a unique and highly diversified group of funds for our shareholders to select from for their variable life and annuity products. Further, we monitor all of our funds regularly to ensure that each maintains its stated investment style. By offering you many choices across all investment styles, you can make sure that your variable life or variable annuity assets are properly diversified. It may be time for you to review the fund choices in your variable life and/or annuity policies to see if the asset allocation you selected is still appropriate for your current situation. If so, please contact the registered representative who assisted you with the purchase of your policy and he or she will assist you in that process. We want to help you get the most out of your John Hancock variable products. Diversification of investment choices, which meet your asset allocation preferences, is another way we may be able to achieve your objectives. Thank you for purchasing your variable life and/or annuity products from John Hancock. You can rest assured that we will continue to work on your behalf. Sincerely, /s/ Michele G. Van Leer /s/ Thomas J. Lee Michele G. Van Leer Thomas J. Lee Chairman President and Vice Chairman [PHOTO] [PHOTO] Michele G. Van Leer Thomas J. Lee Chairman President and Vice Chairman Economic Overview John Hancock Economic Research Economic conditions in the US shifted dramatically during 2000, slowing from over a 5% pace of growth in the first half to just over 2% in the second. The abrupt downshift cut sharply into corporate earnings, resulting in rising loan losses and bond defaults, and slumping equity prices for high-flying technology stocks. Changing conditions brought a chastened mood in financial markets and the media, with widespread fears of recession for the first time in several years. The Federal Reserve announced in December a reassessment of the relative risk of recession and inflation, followed in January by a surprise half-point cut in short-term interest rates. Investors seemed reassured by the Fed's action, seeing it as proof that Chairman Greenspan was on the job and ready to prevent a recession, despite some fear that his surprise rate cut showed that the economy must be even weaker than we had thought. Stock prices recovered some lost ground, and credit spreads narrowed as money started moving back into higher-risk corporate bonds. Overall, however, markets have remained volatile. A soft landing: soft for whom? We still appear to be headed for a soft landing rather than a recession. But "soft" means only that overall growth remains positive--it does not mean comfortable. A downshift from over 5% growth to under 2% may cause just as much pain to many sectors as past recessions. In financial markets, the impact of precipitous drops in corporate earnings can make a soft landing for the economy feel very bumpy. In addition, the risk of an actual recession has increased. Consumer confidence has fallen sharply, which may cut into spending (auto sales are already down), while lower stock prices and tighter credit cut into both the desire and the ability of businesses to finance new capital investment. We still believe that the Federal Reserve will successfully avert a recession, but the chance that a mistake or an external shock will put us over the edge are clearly much higher when growth is already sluggish. Inflation: dead but not buried With the economy slowing, the specter of inflation has almost evaporated as cost pressures which had been building in the services sectors start to abate. Wage growth will probably slow as jobs become less plentiful. Nonetheless, oil costs remain a constant worry, as OPEC tries to sustain high prices. In addition, falling interest rates normally weaken the dollar, boosting goods prices across the board. For the moment it seems that foreign interest rates will follow US rates down, so that there will not necessarily be any relative weakening of the dollar. But with slower US growth and a huge trade deficit, there is a real risk that imported inflation could at some point limit the Fed's freedom to stimulate the economy with more interest rate cuts. 1 Inception: March 29, 1986 Growth & Income Fund Independence Investment Associates, Inc. Paul F. McManus Putnam Investments C. Beth Cotner Effective November 1, the Fund was modified to a multi-managed investment approach The Growth & Income Fund is a multi-manager fund with two sub-advisers each independently managing their own portion of the Fund. The two managers employ a distinct and complementary investment strategy. This unique multi-manager approach seeks to produce more consistent investment returns over market cycles and to reduce the risk of any one manager or strategy being out of favor in certain market environments. IIA selects stocks using a combination of fundamental equity research and quantitative tools and focuses on large cap stocks that are undervalued relative to the stock's history and have improving earnings growth prospects. Putnam selects stocks using a systematic screening approach and fundamental equity research and focuses on large and mid cap stocks with opportunities for above average growth. As of December 31, 2000, IIA managed approximately 77% and Putnam managed approximately 23% of the Fund's assets. For the year, the Fund performed - 13.10% below the benchmark's performance of -9.11%. Independence Investment Associates, Inc. The Fund outperformed the benchmark in the fourth quarter. Stock prices declined in the period as fears over an accelerating economic slowdown were discounted in the market. Increasing numbers of technology companies began to preannounce earnings shortfalls. The Fund was modestly underweight technology stocks, and this benefited portfolio performance, although specific stock selection skill was slightly negative. Health care was over weighted, particularly in large drug companies. Both stock selection and the active overweight benefited performance for the quarter. Holdings in Bristol Meyers, Merck and Pharmacia Upjohn helped the portfolio. Electric utilities were another positive are as investors were becoming even more defensive as the economy was slowing. Perceived as safer technology stocks, information services companies like First Data Corp and EDS did relatively well and helped portfolio performance. With the market being defensive, food and beverage stocks did well. We had an underweight there as valuations did not justify the purchases of some of the stocks. This relative underweight negatively impacted performance in the quarter. In the media area, fears of the slowing economy affected the broadcasters as advertising budgets became suspect. Also, the delay of Time Warner--AOL adversely affected performance of those stocks. Looking forward, we continue to maintain a broad sector neutral strategy while emphasizing individual stock selection. Based upon the relative valuation of stocks we will continue to select the best stocks within industries based upon their valuation and outlook for sustainable earnings growth. Putnam Investments The Fund benefited from overweighting the robust energy, conglomerate, utilities, and financial sectors, along with strong stock selection. In particular, exceptional stock performance by one of our holdings (Tyco) made conglomerates the greatest contributor to performance. The next-largest contribution came from energy, where oil services stocks boosted returns; in financial services, insurance (American International Group) and investment banking/brokerage (Goldman Sachs) aided performance. The single largest detractor from performance came from technology, where the benefit of being underweight in a very weak sector was more than offset by poor stock performance in software (Openwave Systems, Veritas Software), communications equipment (Redback Networks, Juniper Networks), and business applications software (Agile Software, I2 Technologies). Fund performance was also hindered by health care (underweighting pharmaceuticals and weak stock selection in biotechnology); overweighting communications services (the worst- performing sector), along with weak stock performance from that sector in the cellular industry (Sprint PCS, Nextel); underweighting consumer staples (along with not owning non-alcoholic beverage companies and owning weak TV broadcasting companies); and finally, underweighting consumer cyclicals. In the volatile environment of the new year, we anticipate additional earnings disappointments, especially in stocks leveraged to the consumer. We believe that the current environment will continue to place pressure on rapidly expanding, high-quality growth companies. We have concentrated the Fund on companies with a proven record of expanding profits even in unsettled economic times. Higher energy prices should benefit oil and gas producers and energy services companies. Going forward, we will be overweight energy (oil services) and financial services (banking/brokerage services and insurance) stocks while underweighting technology (communications equipment and software) and consumer staples (media and TV broadcasting.) 2 Inception: March 29, 1986 Growth & Income Fund Independence Investment Associates, Inc. Paul F. McManus Putnam Investments C. Beth Cotner 3 Inception: May 1, 1996 Equity Index Fund State Street Global Advisors Management Team The year 2000 provided the first negative return of the S&P 500 since 1990. This is only the second calendar year since 1980 to finish in the red. For the year, the S&P 500 was down 9.09%. Technology stocks grabbed most of the headlines during the year. The Nasdaq Composite Index fell more than 50% from its high on March 10, and finished the year down approximately 40%. The news was not all bad, as Financials, Health Care and Utilities all posted strong returns. In fact, the S&P 500 ex-Technology posted a gain for 2000. The smaller stocks in the Index performed much better than the giants in 2000. The top quartile of names lost about 15% in 2000, while the other 4 quartiles all posted gains ranging from 9.6% to 17.3%*. Value stocks outperformed their growth counterparts by over 28% during the year. The Equity Index Fund return was -9.15% for the year. The Index return was - 9.09% for the year. Fees cost the Fund -0.17% during the year. Removing these from the calculation shows the Fund slightly outperformed its goal for the year. The Equity Index Fund attempts to track the performance of The S&P 500 Index by fully replicating the index. The Fund attempts to match the index holdings and weights for each security in order to provide returns close to the index return. * Source: Prudential Securities. 4 Inception: May 1, 1996 Large Cap Value Fund T. Rowe Price Associates, Inc. Brian C. Rogers In what will be remembered as one of the most tumultuous years in recent history, the stock market limped to the finish line with its first loss in several years and its worst overall showing in more than two decades. During the year, the Fed maintained a generally restrictive monetary policy, the economy showed signs of deceleration, and once high-flying sectors finally experienced the effects of gravity. In this challenging environment, the trust enjoyed an outstanding year as value stocks returned to favor. The Fund posted a strong gain for the 12-month period ended December 31, 2000, 13.83%, comfortably ahead of the Russell 1000 Value Index, 7.01%. Many of the beneficiaries of this difficult environment were companies with defensive characteristics and those that appeared, according to our assessment, to be undervalued. Companies with predictable revenue and earnings streams fared especially well in the turmoil of 2000. After all, at the beginning of the year, who would have guessed that the best performing S&P sector would be the electric and gas utility industry? Over the past 12 months, holdings in the utility, consumer products, financial, and energy sectors helped the Fund's performance. These sectors provided positive returns at a time when many stocks struggled. The trust also benefited from continued merger and acquisition activity, such as the acquisitions of Fort James, J.P. Morgan, and Honeywell International. Despite the trust's strong return, we also had some losers in the Fund, including Xerox and AT&T. Fortunately, some of the trust's better performing positions more than offset the drag of declining share prices. We made several transactions that are representative of how we manage the trust. Many of the positions we reduced or eliminated had generated good returns over the time we held the stocks. Our general strategy is to reduce position size when price appreciation results in less attractive valuations for the shares. For example, as Duke Energy's price rose last year, its relative valuation appeal (the relationship between upside potential and downside risk) became less attractive and we trimmed our stake. On the other hand, the stock of Sprint had declined fairly sharply, increasing the appeal of its relative valuation, which induced us to initiate a position in the shares. Honeywell International's price declined so sharply in the first half of the year that General Electric decided its relative valuation and strategic appeal was so compelling that it opted to buy Honeywell in its entirety. In making these Fund adjustments, we slightly increased the trust's volatility relative to the S&P 500. As the market's value structure has changed, it makes sense for us to take on slightly more risk. For example, at certain levels, some technology companies may offer better opportunities as value plays than utility stocks that have appreciated strongly. 5 Inception: August 31, 1999 Large Cap Value Core Fund Goldman Sachs Asset Management Brown/Jones/Pinter During the one-year reporting period the Large Cap Value CORE Fund generated a total cumulative return of 5.12%, versus the 7.01% total cumulative return of the Fund's benchmark, the Russell 1000 Value Index. The Fund's strategy is a well-defined investment process that has historically provided consistent, risk-managed performance. The diversification of our models typically adds value because, when one theme doesn't work, others usually do. For example, when momentum stocks underperform, value stocks typically advance more than average. Over the reporting period the returns of our various investment themes were extremely erratic. In fact, virtually every theme experienced one of its best months since inception, as well as at least one of its worst months ever. In addition, some months saw extremely positive returns for one variable and extremely negative for another--reflecting the high overall return dispersion nature of the market. The CORE themes struggled within the Index universe, especially the Value theme. In particular, Value had its two worst quarters (second and fourth quarters) since inception, and the fourth quarter of 2000 marked the worst quarter since inception of our Momentum and Stability themes. Though Research did not do as badly as the other three themes, it did have a slightly negative return for the year. Strong stock selection within the Financial and Consumer Non-Cyclical sectors helped returns, though we lagged the benchmark in the Consumer Services and Consumer Cyclical sectors. Looking ahead, we continue to believe that cheaper stocks should outpace more expensive ones, good momentum stocks should do better than poor momentum stocks, lower-risk stocks should perform better than higher risk stocks, as should those favored by research analysts. As such, we anticipate remaining fully invested and expect that the value we add over time will be due to stock selection, as opposed to sector or size allocations. 6 Inception: June 30, 2000 American Leaders Large Cap Value Fund Federated Investment Management Company M. Donnelly/K. McCloskey The fourth quarter marked a dramatic shift in market leadership and investor sentiment. Value strategies outperformed growth strategies during the quarter as investors continued to flee technology and telecommunications shares, as many of these companies lowered current and future earnings expectations. The American Leaders Large Cap Value Fund returned 2.89% during the fourth quarter, underperforming the benchmark Russell 1000 Value Index, which returned 3.6%. Relative to the Russell 1000 Value Index, positive influences on performance included an underweight position in Utilities and overweight positions in Healthcare and Other. Additional positive influences on performance included good security selection in Financial Services (Conseco up 73%, Cigna up 27%), Consumer Discretionary (Waste Management up 59%, Charter Communications up 39%), and Consumer Staples (Philip Morris up 51%, Sara Lee up 22%). Offsetting these positive influences on relative performance was an overweight position and unfavorable security selection in Technology (Sun Microsystems down 53%, Novell down 47%), as well as an underweight position in Consumer Staples. Unfavorable security selection in Utilities (Worldcom down 54%, AT&T down 41%), Producer Durables (Philips Electronics down 15%, Northrop Grumman down 8%) and an unassigned sector (News Corp. Ltd down 38%) also detracted from relative returns. For the six-month period, positive influences on relative performance were an underweight position in Utilities as well as an overweight position and favorable security selection in Healthcare (Healthsouth up 127%, Unitedhealth Group up 43%, Baxter Intl. up 27%). Favorable security selection in Financial Services (Washington Mutual up 87%, PNC Financial up 58%, Allstate up 97%) and Consumer Discretionary (Waste Management up 46%, Kimberly-Clark up 25%, Charter Communications up 38%) also aided relative returns. Offsetting these positive influences on performance were overweight positions in Technology and Unassigned names, as well as unfavorable security selection in Other Energy (Ensco Intl. down 5%) and Integrated Oils (Chevron up 1%, Royal Dutch Petroleum down 1%). 7 Inception: March 29, 1986 Large Cap Growth Fund Independence Investment Associates, Inc. Mark Lapman We are pleased to report that your Fund ended a difficult and volatile partial year well ahead of its benchmark. Your Fund returned -17.89% for the year, over 4.5% ahead of the -22.42% return of the Russell 1000 Growth Index. During 2000, there was an overall broadening of the US equity market, which we view as healthy despite the market's negative absolute return. While fourth quarter returns were negative, we were able to add value through solid stock selection. Your Fund returned -18.29% over 3% ahead of the -21.35% return of the Russell Growth Index. During the quarter, health care names such as Universal Health Services, Merck and St. Jude Medical were especially strong, due to their consistent and reliable earnings growth. Financial stocks also performed well, driven higher by the sentiment that the Fed will soon begin to cut interest rates. Holdings in Fannie Mae and Partnerre benefited from this trend. Resistant to an economic slowdown, consumer non-cyclicals such as Colgate Palmolive performed strongly, as investors focused on the fact that people buy toothpaste no matter what the economy is doing. After taking a beating earlier in the year, many retailers came back strong in the fourth quarter. Investors began to anticipate the positive impact of lower interest rates on consumer spending and snapped up shares of TJX and Kohls. It was a difficult, emotional year for the stock market, yet we were pleased to deliver a competitive return on your Fund, which exceeded your benchmark. These results were achieved by sticking to our philosophy that cheap stocks with improving fundamentals are attractive. We feel confident that with our unique blend of strong fundamental research, a disciplined investment philosophy and process, and strong risk control positions us well to have another. [GRAPH] Large Cap Large Cap Large Cap Large Cap Growth Growth Growth Growth Fund Benchmark(1) Fund Benchmark(1) 6/29/90 $10,000 $10,000 7/31/95 $18,981 $22,266 7/31/90 10,052 10,442 8/31/95 19,127 22,479 8/31/90 9,532 11,190 9/29/95 19,903 22,695 9/28/90 9,162 11,456 10/31/95 19,674 23,029 10/31/90 9,172 11,488 11/30/95 20,491 23,832 11/30/90 9,809 11,980 12/29/95 20,777 23,866 12/31/90 10,155 11,432 1/31/96 21,264 22,467 1/31/91 10,632 11,967 2/29/96 21,514 23,047 2/28/91 11,363 12,249 3/29/96 21,787 24,725 3/28/91 11,712 12,048 4/30/96 22,154 24,873 4/30/91 11,742 12,209 5/31/96 22,643 26,741 5/31/91 12,250 11,716 6/28/96 22,617 26,217 6/28/91 11,658 13,055 7/31/96 21,114 28,055 7/31/91 12,034 12,812 8/30/96 21,788 27,864 8/30/91 12,278 12,976 9/30/96 23,122 26,356 9/30/91 12,073 12,722 10/31/96 23,293 28,107 10/31/91 12,129 13,092 11/29/96 24,983 30,136 11/27/91 11,705 13,163 12/31/96 24,572 31,341 12/31/91 12,739 12,972 1/31/97 25,978 34,112 1/31/92 12,545 13,495 2/28/97 26,171 32,116 2/28/92 12,686 13,222 3/31/97 24,939 33,696 3/31/92 12,460 13,374 4/30/97 26,258 32,450 4/30/92 12,853 13,422 5/30/97 27,770 33,829 5/29/92 13,001 13,875 6/30/97 28,869 34,208 6/30/92 12,897 14,056 7/31/97 31,656 35,230 7/31/92 13,358 14,159 8/29/97 30,080 37,880 8/31/92 13,109 14,350 9/30/97 31,954 39,391 9/30/92 13,239 14,659 10/31/97 30,666 39,935 10/30/92 13,255 14,299 11/28/97 31,806 38,801 11/30/92 13,746 14,686 12/31/97 32,163 41,175 12/31/92 14,006 14,734 1/31/98 33,023 40,903 1/29/93 14,138 14,665 2/27/98 36,148 34,764 2/26/93 14,395 15,223 3/31/98 38,193 37,434 3/31/93 14,832 15,111 4/30/98 38,483 40,443 4/30/93 14,297 15,418 5/29/98 37,652 43,521 5/28/93 14,726 15,273 6/30/98 39,523 47,447 6/30/93 14,940 15,460 7/31/98 39,331 50,232 7/30/93 14,825 15,978 8/31/98 33,172 47,936 8/31/93 15,468 15,547 9/30/98 35,113 50,462 9/30/93 15,661 14,871 10/30/98 37,758 50,528 10/29/93 15,897 15,064 11/30/98 40,758 48,977 11/30/93 15,722 15,310 12/31/98 44,872 52,405 12/31/93 15,939 14,931 1/29/99 47,369 50,739 1/31/94 16,423 15,426 2/26/99 45,089 51,566 2/28/94 15,914 16,053 3/31/99 46,987 50,483 3/31/94 15,400 15,667 4/30/99 47,680 54,294 4/29/94 15,702 16,025 5/28/99 46,300 57,226 5/31/94 15,651 15,437 6/30/99 49,748 63,178 6/30/94 15,417 15,663 7/30/99 48,102 60,215 7/29/94 15,803 16,070 8/31/99 48,377 63,159 8/31/94 16,356 16,693 9/30/99 47,268 67,681 9/30/94 15,865 17,187 10/29/99 50,039 64,460 10/31/94 16,016 17,688 11/30/99 51,727 61,211 11/30/94 15,549 18,386 12/31/99 55,671 65,851 12/30/94 15,782 18,818 1/31/00 52,340 63,105 1/31/95 16,078 19,445 2/29/00 53,994 68,816 2/28/95 16,687 19,498 3/31/00 59,753 62,306 3/31/95 17,065 20,314 4/28/00 57,723 59,359 4/28/95 17,487 20,243 5/31/00 55,633 50,609 5/31/95 18,082 21,134 6/30/00 58,852 49,010 6/30/95 18,386 21,525 7/31/00 56,070 63,105 8/31/00 61,542 68,816 9/30/00 55,095 62,306 10/31/00 53,458 59,359 11/30/00 46,338 50,609 12/31/00 45,017 49,010 Top Ten Holdings (as of December 31, 2000) - --------------------------------------------------------------------------- % of six months ago investments % of investments General Electric Co. 5.7% 5.4% Pfizer, Inc. 3.7% 1.9% Cisco Systems, Inc. 3.3% 7.0% Intel Corp. 2.9% 4.9% EMC Corp. 2.6% 0.9% Microsoft Corp. 2.5% 7.5% Merck & Co., Inc. 2.1% 2.0% Oracle Corp. 2.1% 3.4% America Online, Inc. 2.0% 4.1% International Business Machines Corp. 1.8% 2.1% Average Annual Total Returns* - --------------------------------------------------------------------------- Large Cap Large Cap Growth MorningStar Growth Fund Benchmark(1) Peer Group+ --------------- ---------------- ----------- 1 Year -17.89% -22.42% -15.05% 3 Years 12.43 12.74 18.46 5 Years 17.08 17.89 18.78 10 Years 16.24 16.34 17.43 Top Ten Sectors (as of December 31, 2000) - --------------------------------------------------------------------------- % of % of investments investments Technology 50.0% Consumer Cyclical 3.9% Health Care 21.6% Energy 1.0% Capital Equipment 13.1% Utility 0.7% Retail 6.9% Governmental 0.2% Financial 4.0% Consumer Staple N/A (1) The benchmark is represented by the S&P 500 for the period April 1986 to April 1996 and the Russell Large Cap Growth Index for the period May 1996 to present. * Total returns are for the period ended December 31, 2000. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. + Source: MorningStar, Inc. Data as of 12/31/00. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the MorningStar variable universe having a Large Cap Growth investment category. Prior to May 1996 (concurrent with the Fund's strategy change), the peer group represents the Large Blend investment category. 8 Inception: August 31, 1999 Large Cap Aggressive Growth Fund Alliance Capital Management L.P. J. Fogarty/A. Harrison The Fund returned -18.77% compared to the Russell 1000 Growth Index return of - -22.4% for the year ended December 31, 2000. The Fund outperformed due to an underweight in the poor-performing technology sector and an overweight and strong stock performance in financial services. Strong gains from capital goods stocks were also positive contributors to performance. Although the market is likely to remain volatile as sentiment vacillates with the economic data and corporate earnings reports, we believe the stage is set for a rebound during 2001. Looking out over the next six to twelve months, the most ideal, and we believe the most likely, economic scenario continues to be a "soft landing." In an economic environment of solid, albeit lower, growth and benign inflation, high quality, industry dominant growth companies traditionally outperform. We expect further interest rate cuts by the Federal Reserve to provide a positive tailwind for the market. While the next few months will likely bring more earnings disappointments and re-acceleration of earnings growth may not be visible until mid-year, the speculative excesses have been substantially reduced and many premier growth stocks, especially in technology, have been beaten down to valuation levels not seen in two years. We remain focussed on a relatively concentrated list of high quality growth stocks in technology, consumer services, financial services and healthcare that we believe will continue to generate superior investment returns. We will actively trade the core holdings in the Fund to take advantage of the natural volatility that is observed in the market and continue to strive to marry the Fundamentals with price considerations on each specific stock decision. 9 Inception: August 31, 1999 Large/Mid Cap Value Fund Wellington Management Company, LLP D. Chu/L. Gabriel During the fourth quarter, the Large/Mid Cap Value Fund gained 4.14%, outperforming the Fund's benchmark, the Russell 1000 Value Index, which increased 3.6% for the quarter ended December 31, 2000. For the one-year period ending December 31, 2000 the Fund returned 13.41% well ahead of its 2001 benchmark which only increased 7.0%. The US equity market lost ground during the fourth quarter due to fears over eroding corporate earnings, high energy prices, and uncertainty concerning the outcome of the US presidential election. Growth stocks lagged while value issues led the way as the Russell 1000 Value Index (3.6%) outperformed the Russell 1000 Growth Index (-21.4%) during the fourth quarter. During the quarter, the Fund's sector weights were kept closely in line with those of the Russell 1000 Value Index. The sectors in the Fund that added the most value were finance and energy. Conversely, the utilities and health care sectors detracted from returns. Some of the Fund's largest contributors through stock selection during the quarter include: Washington Mutual, which was the Fund's top performer, Ultramar Diamond Shamrock, which was a solid performer in the energy sector, and Fannie Mae, which was able to beat expectations, driven by strong loan growth and stable credit conditions. The year 2000 was the beginning of what we believe to be a longer-term rally in US larger capitalization value stocks. A Euro that has strengthened from the 2000 lows will boost larger-company profits, while continued consolidation in many economically sensitive sectors will drive the returns of many value stocks upward in the quarters to come. As we begin the New Year, we continue to believe that broad diversification across economic sectors is a central tenet of the investment strategy. We will continue to look for opportunities in large cap stocks that represent value through active Fund management. [GRAPH] Large/Mid Cap Russell 1000 Value Fund Value Index 8/31/99 $10,000 $10,000 9/30/99 9,787 9,650 10/31/99 10,352 10,206 11/30/99 10,295 10,126 12/31/99 10,472 10,175 1/31/00 10,031 9,843 2/29/00 9,614 9,112 3/31/00 10,829 10,223 4/30/00 10,445 10,105 5/31/00 10,607 10,211 6/30/00 10,218 9,744 7/31/00 10,452 9,866 8/31/00 11,179 10,415 9/30/00 11,405 10,510 10/31/00 11,710 10,769 11/30/00 11,229 10,370 12/31/00 11,877 10,889 Top Ten Holdings (as of December 31, 2000) - -------------------------------------------------------------------------- % of six months ago investments % of investments Citigroup, Inc. 3.3% 2.2% Verizon Communications 3.1% N/A Washington Mutual, Inc. 2.9% N/A Exxon Mobile Corp. 2.6% N/A Federal National Mortgage Assoc. 2.4% 1.0% American International Group, Inc. 2.4% 0.8% Cigna Corp. 2.2% 0.7% Wachovia Corp. 2.0% 0.7% KeyCorp N/A N/A Sara Lee Corp. 1.9% 0.3% Average Annual Total Returns* - --------------------------------------------------------------------------- Large/Mid Cap Russell 1000 MorningStar Value Fund Value Index Peer Group+ ------------- ------------ ----------- 1 Year 13.41% 7.01% 11.37% Since Inception (8/31/99) 13.76 6.60 N/A Top Ten Sectors (as of December 31, 2000) - --------------------------------------------------------------------------- % of % of investments investments Financial 8.6% Utility 5.1% Technology 8.5% Health Care 4.7% Capital Equiptment 7.9% Consumer Staple 4.1% Energy 7.6% Basic Material N/A Consumer Staple 7.5% Retail 2.9% * Total returns are for the period ended December 31, 2000. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Small-company investing entails special risks outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. + Source: MorningStar, Inc. Data as of 12/31/00. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a 50% weighting of the Large Cap Value category and a 50% weighting of the Mid Cap Value category. 10 Inception: May 1, 1996 Mid Cap Value Fund Neuberger Berman, LLC R. Gendelman For the fourth quarter ended December 31, 2000, the Mid Cap Value Fund/1/ returned 6.20%. This gain fell short of the Russell Mid-Cap Value Index's/2/ return of 9.44%. However, the fund significantly outperformed the index for the one-year period: the Mid Cap Value rose an impressive 28.38% while the Russell Mid-Cap Value gained 19.18%. In the fourth quarter, we continued our commitment to invest in good businesses at attractive prices that possess positive risk-reward characteristics. Our holdings within Financial Services (33.04% of total market value as of 12-31-2000) had the most favorable impact on portfolio total return. We were overweight the Russell Mid-Cap Value and our stock selection led to better absolute returns. Dime Bancorp (1.75% of total net assets) and M&T Bank Corp. (1.64% of total net assets) were two of the top performers in the period. The Producer Durables sector (7.35% of total market value) also had a positive impact on total return. As with Financial Services, the fund was overweight the index and achieved superior absolute returns. Waste Management (1.32% of total net assets) and General Dynamics (1.56% of total net assets) both made solid contributions to portfolio return. Contrarily, many of our Technology holdings (6.20% of total market value) were not immune to the weakness in the sector and detracted from total return. 3Com and Comdisco, both of which were sold during the period, had negative impacts on return. Holdings within Materials & Processing (4.91% of total market value) and Utilities (11.01%) led to lost ground versus the index. The fund was underweight the M&P sector and had inferior returns. And while Utilities did have a small positive impact on total return, the fund was underweight the sector and had lower returns as compared to the index. (1) 28.32% and 14.01% were the average annual returns for the 1-year and since inception (5/01/96) periods through December 31, 2000. Results are shown on a total return basis and include reinvestment of all dividends and capital gains distributions. Performance data quoted represents past performance, which is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that the shares, when redeemed, may be worth more or less than their original cost. (2) The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represents approximately 26% of the total market capitalization of the Russell 1000 Index (which, in turn, consists of the 1,000 largest U.S. companies, based on market capitalization). The Russell Midcap Value Index measures the performance of those Russell Midcap Index companies with lower price-to-book ratios and lower forecasted growth values. Please note that indices do not take into account any fees and expenses of investing in the individual securities that they track, and that individuals cannot invest directly in any index. Data about the performance of this index are prepared or obtained by Neuberger Berman Management Inc. and include reinvestment of all dividends and capital gain distributions. The Portfolio may invest in many securities not included in the above-described index. 11 Inception: August 31, 1999 Fundamental Growth Fund (formerly Fundamental Mid Cap Growth Fund) Putnam Investments Eric M. Wetlaufer Effective August 1, 2000 Putnam Investments assumed management of the Fund. The Fund returned -20.91% for the fourth quarter, outpacing the Russell Mid Cap Growth Index return of -23.25%. Outperformance in this hostile environment for growth investing was largely due to adept stock selection, particularly in the battered technology sector. Selection in health care contributed early in the period but detracted in the fourth quarter largely due to weakness in biotechnology. Energy, utilities, and financial holdings benefited performance throughout the period. Communications services holdings hurt results. The U.S. equity market remains extremely volatile as we begin the new year. We anticipate additional earnings disappointments, especially in stocks leveraged to the consumer. In the light of signs that the economy is slowing significantly, we expect several interest-rate cuts over the first half of 2001. High energy prices will continue to act as a tax on the economy, reducing consumers' disposable income and adding pressure to corporate profit margins. A forecasted colder-than-average winter will exacerbate the effect of higher oil and natural gas prices on local economies and on consumer spending. We expect growing unemployment and business failures--especially in the dot- com universe. As a result, consumer confidence will continue to erode, creating a difficult environment for retailers. We have concentrated the Fund on growth companies with a proven track record of expanding profits even in unsettled economic times. Higher energy prices should benefit oil and gas producers and energy services companies. Within the financial sector we will emphasize the regional banks and credit-cards issuers that should benefit from Fed rate cuts. While underweighting technology as a whole--particularly semiconductors and components--we will overweight software and communications and equipment. Within the underweight sector of consumer staples, we will emphasize broadcasting and restaurants, while underweighting foods. 12 Inception: August 31, 1999 Mid Cap Blend Fund Independence Investment Associates, Inc. Coreen Kraysler The Mid Cap Blend Fund posted another strong quarter, returning -1.5% vs. the Frank Russell Midcap Index return of -3.59%, while for the year the Fund returned 18.58%, far exceeding the benchmark return of 8.25%. Worried about an impending economic slowdown, investors took a defensive posture during the most recent quarter, and thus placed their bets on consumer noncyclical stocks such as the food and beverage names. As a result, holdings in Archer-Daniels-Midland and Conagra performed strongly. Unable to sustain high valuations after a string of earnings disappointments, technology and telecom names remained weak, hurting positions in Portal Software, Jabil Circuit and Vishay Intertechnology. Instead, investors preferred to seek out value in beaten down basic materials stocks. Consequently, paper & forest product holdings in Abitibi and Westvaco performed well. Similarly, chemical stocks such as Avery Dennison, Eastman Chemical and Air Products also outperformed. Industrial stocks such as Ingersoll Rand and Parker Hannifin also made a comeback. In anticipation of a decline in interest rates, financial stocks also outperformed. Holdings in Golden West and Torchmark benefited from this trend. In addition to the positive interest rate environment, property & casualty insurance stocks, such as St. Paul, XL Capital and Partner Re benefited from an upturn in insurance prices. During the quarter, we sold Stryker Corp., Capital One Financial and Hispanic Broadcasting after they met our price targets. We initiated positions in Lincare, Southern Energy and Southtrust. As always, we continue to look for inexpensive mid cap stocks with good growth potential. 13 Inception: May 1, 1996 Mid Cap Growth Fund Janus James Goff The Mid Cap Growth Fund lost 29.24% during the fourth quarter, a period that saw our benchmark, the Russell Mid Cap Growth Index, lose 23.25% of its value. For the year ended December 31, 2000, the Fund lost 35.86%, while the Index lost 11.75%. Both the Fund and its benchmark were pressured by evidence suggesting the U.S. economy was slowing faster than many analysts expected--a development that forced stocks lower nearly across the board. Fast-growing companies suffered the most, as illustrated by the Nasdaq Composite Index's more than 32% plunge as disappointing earnings news from a number of high-profile technology companies magnified the impacts of a slowing economy. Although small- and mid-sized stocks fared somewhat better than the market at large, many of the midcap market's most significant successes during the quarter fell toward the value side of the spectrum. Individual disappointments included biotechnology Millennium Pharmaceuticals and Human Genome Sciences, both of which fell sharply as investors shied away from the sector. While we were discouraged by the declines recorded by both companies, Millennium's performance was particularly difficult to understand given the progress of its anti-Leukemia drug Campath with FDA regulators. Other setbacks included Web hosting company Exodus Communications and Internet security and domain name registrar VeriSign. Meanwhile, notable successes included Hanover Compressor, a company that provides compression services critical to the production of natural gas from existing wells. The company reported a 48% increase in net income and a massive 60% increase in cash flow during the quarter, a strong performance that provided lift for the shares. Looking ahead, stocks could remain volatile as investors factor economic weakness and uncertainty surrounding the corporate earnings outlook into share prices. However, there is growing evidence that several key areas of the market may finally be oversold, and we have actively tried to position the Fund to benefit by using focused research to identify outstanding growth. 14 Inception: August 31, 1999 Small/Mid Cap Value Fund The Boston Company Asset Management, LLC Peter I. Higgins Value stocks have continued their dominance over growth stocks on a year-to- date basis. The Fund was up 4.67% for the quarter while the Russell 2500 Value Index was up 8.62%. For the year ended December 31, 2000 the Fund ended up 34.19% while the Russell 2500 Value ended up 20.79% Our holdings in the energy, health care, consumer services and capital goods sectors were up nicely and outperformed their respective sectors in the index. Our energy holdings, with emphasis on natural gas exploration and production and energy service companies, were again a successful strategy. These holdings remain attractively priced even with the dramatic rise in oil prices in recent quarters. Our best performing energy companies included Devon Energy Corp., Noble Affiliates, and Weatherford International. Our top performers in the health care sector included Bausch & Lomb, Healthsouth and Bergen Brunswig. The Fund has benefited from our overweight in the consumer services sector. Our emphasis in this sector is in retailing and related areas where continued strength in consumer spending has been the major earnings driver. Albertson's, TJX, and Valassis Communications all had strong positive impacts on this sector. Sectors that lagged the index this quarter included utilities and financial services and technology. Underweights in utilities and financial services had negative contributions relative to the index. The Fund has a zero weighting in utilities because we feel that stocks within that sector are trading at fair valuations. We continue to emphasize the technology sector as our holdings represent good value and growth prospects appear favorable. The current investment strategy has yielded strong gains and will remain unchanged. We will maintain our focus on undervalued securities with improving business momentum and we believe that the Fund is well positioned to outperform the benchmark over the long term 15 Inception: May 1, 1998 Small/Mid Cap CORE Fund Goldman Sachs Asset Management Jones/Brown/Pinter During the one-year reporting period the Fund generated a total cumulative return of 4.63%, versus the 4.27% total cumulative return of the Fund's benchmark, the Russell 2500 Index. The Fund's strategy is a well-defined investment process that has historically provided consistent, risk-managed performance. The diversification of our models typically adds value because, when one theme doesn't work, others usually do. For example, when momentum stocks underperform, value stocks typically advance more than average. Overall, within the Index, the CORE themes performed well this year. Momentum and Research had their highest positive returns of the year in the first quarter, while Value's best quarter this year was the fourth quarter. However, on a month-by-month basis, the themes varied significantly. For example, Stability had its worst month ever among small/mid-cap stocks in April, but came back to have one of its best ever in June. Value had its worst month ever in February, followed by its best ever in March. For the period on average, the returns to Momentum, Research, and Value were positive among Index names, though Stability produced negative results. In the Fund, return to risk factor exposures, especially positive exposures to earnings yield, value and earnings variation, has been very positive. Stock selection was strongest within the technology sector, followed by the Consumer Non-Cyclicals sector. The Industrial and Basic Materials sectors lagged the benchmark in stock selection for the year. Looking ahead, we continue to believe that cheaper stocks should outpace more expensive ones, good momentum stocks should do better than poor momentum stocks, lower-risk stocks should perform better than higher risk stocks, as should those favored by research analysts. As such, we anticipate remaining fully invested and expect that the value we add over time will be due to stock selection, as opposed to sector or size allocations. 16 Inception: May 1, 1994 Small/Mid Cap Growth Fund Wellington Management Company, LLP Frank V. Wisneski During the quarter, the Fund decreased by -4.32% compared to a -19.36% return of the Russell 2500 Growth Index. For the one-year period ended December 31, 2000, the Fund gained 9.25% considerably ahead of the -16.11% return of the Russell 2500 Growth Index. The Fund's outperformance was achieved primarily through stock selection. Strong positive performances in the Health Care and Energy sectors also led to better than index returns. Even though the Technology sector performed poorly during the quarter, the Fund was still able to benefit from its focus on service companies within this sector. Companies with strong balance sheets paid off as our technology names performed better than the index. Some of the recent stock successes include ACNielsen Corp, which was the top performing stock in the information and entertainment sector, IMS Health Inc., which is a leader in global marketing research and analysis for the healthcare industry, and Hanover Compressor, which was the strongest contributor to performance in the energy sector. In terms of additions to the Fund, we sought to add names where we had strong conviction that the downside risk was minimal. An example of this strategy would be CDW Computer Centers, a distributor of laptops, PCs, and computer-related equipment. The first quarter of 2001 will be challenging. The economy is cooling. Layoffs have increased. Energy prices remain relatively high, and many companies have cautioned about a much more lean 2001. On the positive side, a stronger Euro, lower interest rates, a more favorable labor market are all positives for equity investors. Nonetheless, we have positioned the Fund somewhat defensively in this environment, but maintain our focus on growth. We also believe that our investment approach, with its focus on stable predictable growth companies, solid balance sheets, and sound business models should continue to serve us well. 17 Inception: May 1, 1996 Small Cap Equity Fund (formerly the Small Cap Value Fund) Capital Guardian Trust Company Management Team Effective November 1, the Fund's sub-adviser changed to Capital Guardian Trust Company. The positioning of the Fund did not change since November and remains overweight technology, media, and biotechnology companies, all of which hurt relative performance significantly as these sectors fell the most in the recent period. One positive contributor to relative performance was the Fund's holdings in the financial services sector, especially insurance companies, banks, and investment management companies, which enjoyed the benefit of market rotation into more stable sectors. These interest-rate-sensitive stocks also were helped by the growing belief that the Federal Reserve would move to lower rates in early 2001. From a top-down perspective, small-cap stocks still represent good value relative to large caps, and continue to trade at a large discount to them. We feel the recent volatility in the small-cap universe is short-term oriented and not related to the quality of individual companies within the universe. Looking forward three to five years, the technology, media, and biotechnology companies in the Fund are positioned to deliver superior results despite near-term volatility, and we are enthusiastic about the potential for earnings growth of our individual holdings. With financial services stocks having performed well recently we would expect to reduce our holdings in some of these names. 18 Inception: May 1, 1996 Small Cap Growth Fund John Hancock Advisers, Inc. Bernice Behar The fourth quarter brought yet another challenging environment for equity investors. A steady stream of pessimistic news fueled the volatility. Many companies, across a broad spectrum of industries, reported lower than expected earnings or reduced future growth rates. This led investors to more value- oriented sectors such as utilities, energy, financial services and certain health care groups. The trend caused a wide divergence between growth and value--a trend most pronounced in the small caps. The Fund was hurt by this market environment and underperformed the benchmark declining (21.43)% versus (20.2%) for the Russell 2000 Growth Index. Our healthcare holdings produced mixed results. After many months of impressive performance, biotechnology stocks stalled in October. Our sizeable allocation hurt performance as they underperformed through quarter end. Fortunately, we purchased many biotechnology names in early 2000 at prices well below current levels. Recently, their Fundamental outlook has weakened. As a result, we expect to lock-in current profits. We also owned several strong performing health care services companies. These stocks benefited from increased government reimbursement due to the Balanced Budget Refinement Act. The more reasonable reimbursement levels improved profit margins and revenue growth. In addition, patient volumes have increased as HMOs eased restrictions on admissions. We remain positive on the longer-term position for these stocks and expect maintain a focus to this group. Technology stocks were among the weakest performers in the benchmark declining over 36%. Lofty valuations coupled with a barrage of bad news caused the dramatic sell-off. We were underweight which helped relative performance versus our benchmark. Despite our reduced exposure, the sector's dismal results adversely impacted absolute performance. We expect negative news to continue through early 2001 extending the period of volatility. Accordingly, we will continue to underweight this sector. 19 Inception: May 2, 1988 International Equity Index Fund Independence International Associates, Inc. B. Greenleaf/D. Nolan During the fourth quarter of 2000, The International Equity Index Fund returned -3.80%, outperforming its custom blended benchmark return of -5.32%. In gross total return terms, the Fund has tracked the Custom Benchmark within 18 basis points for the quarter. For the year 2000, the Fund tracked its benchmark within 54 basis points in net terms and within 32 basis points in gross terms. This resulting tracking error is well within our expectations. The source of outperformance during this last quarter of 2000 was attributable to exchange rate differences between the fund administrator and the MSCI Index in order to value securities in the Fund. The difference set of exchange rates accounted for 14 basis points of performance. The most noticeable rate differences came from the Japanese yen, the British pound and the Euro. If the same set of rates were used, the Fund would have performed the Custom Benchmark within 2 basis points. It was generally a weak fourth quarter for both the developed and the emerging markets. Among the developed markets as measured by the MSCI EAFE GDP Index, information technology and telecommunications related shares were the bottom performers while consumer staples and materials related shares were the top performers. Country performance ranged from +15% in Switzerland to -15% in Japan. The emerging markets experienced the same results as the developed countries. Information technology shares plunged while consumer staples climbed. Twenty-three of the twenty-six MSCI emerging market country indices declined during the quarter. Individual market performance ranged from +18% in Poland to -32% in Russia. Our performance objective is to approximately track the Custom Index of 90% EAFE GDP Index and 10% MSCI Emerging Markets Index. We manage the Fund using a risk model that allows us to identify and capture the risk characteristics of the custom index. In this way we can avoid the expense associated with full replication. 20 Inception: May 1, 1996 International Opportunities Fund T. Rowe Price International, Inc. Warren/Ford/Seddan/Bickford-Smith International stocks fell sharply during the second half of 2000, contributing to steep losses for the full year. In the first quarter, telecom, media, and technology stocks carried over their heady performance of 1999. But leadership began to change in the spring as a severe correction hit these sectors, while the more defensive consumer staple, pharmaceutical, and banking stocks found their footing. The recovery in defensive issues, however, failed to compensate for the steep decline in tech stocks. Broader concerns weighing on the equities markets included slower economic growth, high oil prices, and euro weakness. Economic growth eased in Europe, but the euro staged a recovery in the fourth quarter, cutting its losses to just 6% against the U.S. dollar for the year. In Japan the consumer sector remained weak and rising bankruptcies failed to alleviate concerns about unemployment. Economic growth in the rest of Asia was strong, although financial instability and political turmoil plagued Korea and Taiwan. Fund performance during the 12-month period ended December 31, 2000 underperformed both the MSCI EAFE Index and the Lipper Variable Annuity Average. The Fund's focus on telecom, media, and technology stocks and its lower exposure to recovering defensive shares hurt results compared with the benchmarks. The Fund's underweighted position in Japan aided results, but underweighting Switzerland (where the financial sector was strong) and overweighting Taiwan and Korea (where technology stocks were weak) crimped performance. Within the telecom, media, and technology sectors, however, your Fund's stocks outperformed those of the index. 21 Inception: August 31, 1999 International Equity Fund Goldman Sachs Asset Management Maeda/Noble/Orchard During the one-year reporting period the International Equity Fund generated a total cumulative return of -14.37% at net asset value versus the -13.96% total cumulative return of the Fund's benchmark, the MSCI EAFE Index. As these returns indicate, it has been an extremely challenging period in the financial markets. During the period we strategically moved to reduce the size of our sector positions (overweight or underweight) in response to high market volatility and intra-market rotation. We have focused instead on our key strength, bottom-up stock selection. Very few equity markets posted positive returns during the year. From a country standpoint the Fund's strongest absolute returns came from Sweden and Switzerland, while our stocks originating from Japan and The Netherlands generated weak performance. On a sector basis, our Consumer Staples and Utilities stocks enhanced returns, while our Telecom Services, Information Technology and Industrial stocks produced poor results. In terms of individual stocks, Epcos (0.0% of the total Fund at 12/31/00), Reuters Group (0.6%) and Unilever (1.6%) were examples of stocks that enhanced performance. Conversely, Advantest (0.2%), Rohm Co. (0.6%), TDK Corp. (0.0%) and United Pan-Europe Communications (0.3%) all produced disappointing results. 22 Inception: May 1, 1998 Emerging Markets Equity Fund MSDW INV. MGMT., INC. Meyer/Ramachandran The Fund declined 20.41% during the quarter versus a decline of 13.32% for the MSCI EMF Index. Underperformance was attributable to both stock selection and country allocation. Stock selection in Mexico, South Korea, India, Israel, and Turkey detracted from relative performance. Our overweight stance in South Korea (index return, -27.1%), Russia (-32.2%) and our underweight positions in Chile (-3.9%), Malaysia (-3.1%) and South Africa (+4.5%) detracted from performance. Our underweight position in Taiwan (-26.2%) contributed positively to relative performance. In the near term, the emerging markets continue to suffer from fears of a significant global economic slowdown and incredibly high levels of global market volatility. However, we continue to be encouraged by trends in economic recovery, greater fiscal discipline, and improved privatization prospects. We are overweight Brazil and market weight Mexico, as we believe equities in these markets shall fare well in the near term given a more benign global backdrop and a supportive macroeconomic environment. We are currently underweight the Latin American region as a whole due to underweights in the smaller markets. We expect to maintain our underweight in Asia in the near term. Within Asia, our largest overweight is in South Korea, which we believe shall benefit in the longer term restructuring of its corporate and banking sectors. We are underweight Emerging Europe, the Middle East and Africa, with various overweight and underweight positions within the region. Our largest overweight there is in Israel, where exporters of technology-related products and services remain extremely competitive, possess excellent management and are global leaders in their respective areas. We have a significant underweight stance in Greek equities as we believe the market remains expensive vis-a-vis other emerging markets. We expect to maintain our underweight stance in South Africa, as we believe equities are likely to be negatively affected in the near term by a downturn in the commodity cycle. [GRAPH] Emerging Markets MSCI Emerging Equity Fund Markets Free Index 4/30/98 $10,000 $10,000 5/31/98 8,688 8,630 6/30/98 7,960 7,725 7/31/98 8,533 7,970 8/31/98 5,845 5,666 9/30/98 6,556 6,025 10/31/98 7,081 6,659 11/30/98 7,668 7,213 12/31/98 7,113 7,109 1/31/99 6,934 6,994 2/28/99 6,732 7,062 3/31/99 7,578 7,993 4/30/99 8,290 8,982 5/31/99 7,990 8,929 6/30/99 9,228 9,943 7/31/99 8,932 9,672 8/31/99 8,752 9,760 9/30/99 8,575 9,431 10/31/99 9,056 9,631 11/30/99 10,560 10,495 12/31/99 12,901 11,830 1/31/00 12,556 11,901 2/29/00 13,603 12,058 3/31/00 13,830 12,118 4/30/00 12,048 10,969 5/31/00 11,235 10,516 6/30/00 12,012 10,886 7/31/00 11,066 10,326 8/31/00 11,162 10,377 9/30/00 9,707 9,471 10/31/00 8,762 8,784 11/30/00 7,692 8,017 12/31/00 7,726 8,210 Top Ten Holdings (as of December 31, 2000) - -------------------------------------------------------------------------- % of six months ago investments % of investments Samsung Electronics 5.5% 7.4% Telefonos de Mexico SA 4.3% 4.1% Korea Telecom Corp. 3.5% 2.0% ECI Telecommunications, Ltd. 3.4% 1.4% China Telecom (Hong Kong), Ltd. 3.2% 1.8% SK Telecom Co., Ltd. 3.0% 5.0% Check Point Software Technologies, Ltd. 2.0% 0.6% Infosys Technologies, Ltd. 2.0% 2.6% Teva Pharmaceutical Industries, Ltd. 1.9% N/A Petroleo Brasileiro SA 1.4% 0.3% Average Annual Total Returns* - --------------------------------------------------------------------------- Emerging Markets MSCI Emerging MorningStar Equity Fund(1) Markets Free Index Peer Group+ -------------------- ------------------ ----------- 1 Year -40.11% -30.61% -31.75% Since Inception (5/1/98) -9.21 -7.14 N/A Top Ten Countries (as of December 31, 2000) - --------------------------------------------------------------------------- % of % of investments investments South Korea 15.3% Hong Kong 6.7% Israel 11.6% South Africa 4.8% Mexico 11.1% Soviet Union 2.7% Taiwan 9.3% Turkey 2.3% India 7.2% Poland 1.9% (1) Returns reflect extra-ordinary capital contribution of $445,000 in June 1999 * Total returns are for the period ended December 31, 2000. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. International investing entails special risks as outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. + Source: MorningStar, Inc. Data as of 12/31/00. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for the sub-accounts of all variable annuity and life products within the Morningstar variable universe having a Diversified Emerging Markets investment category. 23 Inception: May 16, 1988 Real Estate Equity Fund Independence Investment Associates, Inc. J. DeSantis/T. Spicer MSDW Inv. Mgmt., Inc. T. Bigman/D. Funke Effective June 30, the Fund was modified to a multi-managed investment approach. The Real Estate Equity Fund is multi-manager fund with two sub-advisers each of which employs its own independent investment approach in managing its portion of the Fund. The two managers employ a distinct and complementary investment strategy. The multi-manager seeks to produce more consistent investment returns over market cycles and to reduce the risk of any one manager or strategy being out of favor in certain market environments. IIA selects real estate stocks using a combination of bottom-up fundamental equity research and quantitative tools. Real estate stocks are purchased that are undervalued relative to the stock's history and have improving earnings growth prospects. Morgan Stanley Dean Witter (MSDW) uses a combination of top down market analysis to identify undervalued real estate property sectors and geographic regions and fundamental, bottom-up equity and real estate research to select stocks that attractively priced relative to the underlying real estate value. As of December 31, 2000, IIA managed approximately 49% and MSDW managed approximately 51% of the Fund's assets. In the fourth quarter of 2000, the Fund returned 4.95% versus 4.61% for the Wilshire Real Estate Securities Index. Independence Investment Associates, Inc. To say the least, the year 2000 was a rewarding year for real estate investors with the sector substantially outperforming the broad market and returns exceeding 30%. The year began with an extension of the 1999 market in which large cap, growth stocks continued to outperform value stocks by historical proportions. Returns were dominated by technology and telecommunications stocks while other sectors lagged significantly. In March, however, this trend finally reversed as technology and telecommunications names began to falter based on their inability to meet the inflated expectations supporting valuation extremes. At the same time, many of the recently under-appreciated and under-valued sectors, including REITs and utilities, began to lead the market as the predictability of earnings growth began to once again matter to investors. This was evident as REIT mutual funds saw net inflows of $528 million for the year. From a fundamental standpoint, real estate markets should remain healthy going forward. These securities have solid and highly predictable earnings and cash flow prospects. Their valuations relative to this growth are fair to attractive. The sector has high current dividend yields and there are expectations of rising payout announcements. Real estate supply and demand will remain in approximate equilibrium and rent growth should continue to outpace inflation. Additionally, REIT management's are committed to maintaining conservative balance sheets with a continued focus on capital recycling. With these characteristics in place, we believe REIT's will be a sound investment into next year. It was a difficult, emotional year for the stock market, yet we were pleased to deliver a competitive return on your portfolio. These results were achieved by sticking to our philosophy that cheap stocks with improving fundamentals are attractive. We feel confident that with our unique blend of strong fundamental research, a disciplined investment philosophy and process, and strong risk control position us well to have another successful year in 2001. MSDW Inv. Mgmt., Inc. Modest outperformance resulted primarily from top-down sector allocation and to a lesser degree by outperformance from stock selection. An overweight to the manufactured home community sector--the top performer for the month--and an underweight to the mixed office and industrial sector provided a positive impact on performance. An overweight to owners of office space, an underperforming sector, and an underweight to hotels, an outperforming sector, detracted from performance. Bottom-up outperformance was strongest in the lodging sector and in the multifamily sector. Bottom-up underperformance in the office sector was a result of weaker performance from the companies with concentrations on the West Coast and in markets with tech-led demand. The top-down weightings in the Fund remain similar to last quarter with a modest shift to a more defensive stance within the sector weightings. We increased our overweighting to central business district and coastal office markets as a large gap exists between lease rates and current market rents and vacancy rates remain below equilibrium. We also added to the defensive apartment and self storage sectors. We reduced our retail weighting to reflect the continuation of oversupply and retailer problems. We believe the outlook for the REIT market continues to be favorable. Given the declining levels of construction versus total supply outstanding and low vacancy rates, we believe the real estate market is prepared for a slowdown in the economy. Based on the current discount to its underlying property value of 7.5% and the sector's defensive characteristics we believe the sector should be able to produce its historical average returns, which investors may find attractive given the recent volatility in the equity markets. 24 Inception: May 16, 1988 Real Estate Equity Fund Independence Investment Associates, Inc. J. DeSantis/T. Spicer MSDW Inv. Mgmt., Inc. T. Bigman/D. Funke 25 Inception: March 29, 1986 Managed Fund Independence Investment Associates, Inc. J. Forrelli/J. Leu Capital Guardian Trust Company Management Team Effective November 1, the Fund was modified to a multi-managed investment approach. The Managed Fund is a multi-manager fund with two sub-advisers, each of which employs its own investment approach and independently manages its portion of the Fund. The two managers employ a distinct and complementary investment strategy. The multi-manager approach seeks to produce more consistent investment returns over market cycles and to reduce the risk of any one manager or strategy being out of favor in certain market environments. Independence has a normal target mix of 60% stocks and 40% bonds and selects stocks and bonds using a combination of fundamental equity research and quantitative tools Capital Guardian has a normal target of 70% stocks and 30% bonds and selects stocks and bonds using a fundamental, research-driven approach. Capital Guardian also employs a multiple-manager approach by which each portfolio manager and the research analysts as a group each manage a separate portion of the portfolio to capture the highest conviction ideas of the investment team. As of December 31, 2000, IIA managed approximately 84% and Capital Guardian managed approximately 16% of the Fund's assets. The Fund returned 0.03% compared to -0.99% for the benchmark. Independence Investment Associates, Inc. We are pleased to report that your portfolio ended a difficult and volatile year ahead of its benchmark. We were able to add value above the S&P 500 through solid stock selection during the fourth quarter. Health care names such as Bristol Myers and Merck were especially strong, due to their consistent and reliable earnings growth. Financial stocks also performed well, driven higher by the sentiment that the Fed will soon begin to cut interest rates. Finally, many retailers, such as TJX and Kohls, came back strong in the fourth quarter. The domestic fixed income portion of your portfolio outperformed the Lehman Aggregate index during the quarter due to its overweight in agency bonds as spreads tightened. The domestic fixed income portion benefited from its overweight in finance, which was the stronger-performing corporate sector. Your bond portfolio's international bond exposure was raised to 20% during the quarter. The exposure to international bonds also had a positive impact on your portfolio's performance. The pressure on US corporate profits will continue into 2001. We project flat corporate earnings in 2001, followed by a rebound in 2002. We expect US GDP to increase 2% in 2001 after roaring ahead by 5% in 2000. A better environment will unfold later in 2001 as central banks led by the US Fed begin to ease and investors look past the slowdown. We also remain constructive on the fixed income markets. Shorter-term interest rates should decline further as the economy continues to moderate. Looking forward, corporate bonds will be helped by a more accommodative Fed and a steepening yield curve. Deteriorating fundamentals in the short term will make issue and sector selection critical. Capital Guardian Trust Company Overweighting stocks versus bonds hindered returns in the fourth quarter. Within U.S. equities, owning significantly less in technology-related stocks than the index was beneficial to returns. Holding several software stocks that bucked the downward trend also helped. Over the quarter we reduced our exposure to the communications services and equipment areas and increased our exposure to food, beverage, drug, and semi-conductor-related companies. Within the fixed-income Fund returns within sectors were good, though our sector mix worked against us. Our overweight position in corporate securities hindered relative returns. Duration was kept close to neutral, though more importantly, we increased our exposure to the intermediate part of the yield curve, which was helpful. We are continuing to shift assets away from fixed income and toward U.S. equities. Stock prices and interest rates have both declined significantly, bringing equity valuations back to reasonable levels. From a bottom-up view, our U.S. equity analysts are finding attractive opportunities. While we are optimistic about equities in general, we continue to have concerns in the technology, media, and telecommunications area, and another downturn would not surprise us. Earnings estimates for these companies might be lowered further, given the cooler economic environment. Bonds, on the other hand, have rallied and real yields have dropped from near the top of their traditional range to near the bottom. While we were early in shifting away from bonds, we believe the market has now fully priced in a major economic slowdown. Within our bond Funds we have an emphasis on corporate securities. While government bonds have led the rally, spreads to corporate securities are as wide or wider than in the early 1990s and have much room for improvement. 26 Inception: March 29, 1986 Managed Fund Independence Investment Associates, Inc. J. Forelli/J. Leu Capital Guardian Trust Company Management Team [GRAPH] Managed Fund Managed Benchmark(1) 12/31/90 $10,000 $10,000 01/31/91 10,282 10,277 02/28/91 10,683 10,689 03/28/91 10,836 10,854 04/30/91 10,889 10,931 05/31/91 11,166 11,191 06/28/91 10,876 10,929 07/31/91 11,134 11,254 08/30/91 11,400 11,515 09/30/91 11,433 11,540 10/31/91 11,576 11,668 11/27/91 11,420 11,491 12/31/91 12,198 12,341 01/31/92 12,009 12,135 02/28/92 12,093 12,244 03/31/92 11,938 12,090 04/30/92 12,190 12,303 05/29/92 12,364 12,455 06/30/92 12,401 12,457 07/31/92 12,746 12,866 08/31/92 12,649 12,794 09/30/92 12,808 12,956 10/30/92 12,688 12,879 11/30/92 12,941 13,090 12/31/92 13,139 13,289 01/29/93 13,307 13,483 02/26/93 13,509 13,715 03/31/93 13,753 13,887 04/30/93 13,548 13,770 05/28/93 13,751 13,953 06/30/93 13,957 14,135 07/30/93 13,941 14,146 08/31/93 14,413 14,579 09/30/93 14,469 14,551 10/29/93 14,636 14,729 11/30/93 14,497 14,575 12/31/93 14,663 14,696 01/31/94 15,006 15,052 02/28/94 14,608 14,685 03/31/94 14,180 14,185 04/29/94 14,253 14,219 05/31/94 14,255 14,322 06/30/94 14,113 14,129 07/29/94 14,431 14,504 08/31/94 14,655 14,803 09/30/94 14,346 14,513 10/31/94 14,409 14,671 11/30/94 14,186 14,388 12/30/94 14,336 14,541 01/31/95 14,605 14,869 02/28/95 15,043 15,330 03/31/95 15,239 15,609 04/28/95 15,578 15,945 05/31/95 16,175 16,594 06/30/95 16,412 16,856 07/31/95 16,673 17,104 08/31/95 16,873 17,237 09/29/95 17,373 17,687 10/31/95 17,407 17,786 11/30/95 17,966 18,323 12/29/95 18,220 18,627 01/31/96 18,501 19,005 02/29/96 18,424 18,895 03/29/96 18,445 18,907 04/30/96 18,482 18,980 05/31/96 18,704 19,208 06/28/96 18,882 19,377 07/31/96 18,468 18,968 08/30/96 18,626 19,146 09/30/96 19,211 19,855 10/31/96 19,679 20,359 11/29/96 20,434 21,320 12/31/96 20,173 20,992 01/31/97 20,651 21,655 02/28/97 20,722 21,766 03/31/97 20,239 21,182 04/30/97 20,787 21,970 05/30/97 21,389 22,748 06/30/97 21,969 23,392 07/31/97 23,211 24,678 08/29/97 22,554 23,854 09/30/97 23,311 24,694 10/31/97 23,079 24,479 11/28/97 23,632 25,110 12/31/97 23,949 25,457 01/31/98 24,214 25,770 02/27/98 25,313 26,865 03/31/98 26,249 27,725 04/30/98 26,427 27,947 05/29/98 26,341 27,765 06/30/98 27,082 28,537 07/31/98 26,802 28,377 08/31/98 24,292 26,101 09/30/98 25,127 27,349 10/30/98 26,464 28,626 11/30/98 27,569 29,731 12/31/98 28,838 30,796 01/29/99 29,276 31,655 02/26/99 28,479 30,844 03/31/99 29,086 31,653 04/30/99 29,923 32,428 05/28/99 29,450 31,854 06/30/99 30,496 32,873 07/30/99 29,856 32,203 08/31/99 29,669 32,100 09/30/99 29,293 31,721 10/29/99 30,426 32,971 11/30/99 30,621 33,373 12/31/99 31,463 34,488 01/31/00 30,286 33,401 02/29/00 29,874 33,184 03/31/00 32,026 35,308 04/28/00 31,551 34,630 05/31/00 31,278 34,197 06/30/00 31,845 34,987 07/31/00 31,673 34,788 08/31/00 33,123 36,287 09/29/00 32,100 35,227 10/31/00 32,267 35,231 11/30/00 30,904 33,797 12/31/00 31,471 34,149 Top Ten Holdings (as of December 31, 2000) - --------------------------------------------------------------------------- % of six months ago investments % of investments Federal National Mortgage Assoc. 2.7% 11.1% U.S. Treasury 2.2% 3.1% Pfizer, Inc. 1.8% 0.5% General Electric Co. 1.6% 3.1% Citigroup, Inc. 1.6% 2.2% Government National Mortgage Assoc. 1.4% 3.4% Republic of Italy 1.4% 1.2% Bank of America Corp. 1.4% N/A Exxon Mobil Corp. N/A 1.0% Cisco Systems, Inc. 1.2% 2.6% Average Annual Total Returns* - --------------------------------------------------------------------------- Managed Managed MorningStar Fund Benchmark (1) Peer Group+ ------- ------------- ----------- 1 Year 0.03% -0.99% 2.10% 3 Years 9.53 10.28 8.39 5 Years 11.55 12.89 11.47 10 Years 12.15 12.41 12.21 Top Ten Sectors (as of December 31, 2000) - --------------------------------------------------------------------------- % of % of investments investments Financial 23.7% Consumer Cyclical 5.3% Governmental 22.7% Retail 4.1% Technology 13.0% Energy 4.0% Health Care 11.0% Utility 3.9% Capital Equipment 7.3% Consumer Staple 2.8% (1) The Managed Benchmark represents 50% S&P 500/50% Lehman Brothers Government/Corporate Bond from April 1986 to December 1997 then 60% S&P 500/40% Lehman Brothers Government/Corporate Bond from 1998 to April 1998 and now 60% S&P 500/40% Lehman Brothers Aggregate Bond from May 1998 to present. * Total returns are for the period ended December 31, 2000. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. + Source: MorningStar, Inc. Data as of 12/31/00. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Domestic Hybrid investment category. 27 Inception: August 31, 1999 Aggressive Balanced Fund Independence Investment Associates, Inc. J. Forelli/J. Leu Your Fund returned -1.53% compared to -4.07% for your benchmark, outperforming by over 2.5%. The importance of diversification between fixed income and equities, stock selection, risk control, and the benefits of a strong fundamental research team are highlighted during this past year of tremendous uncertainty and unprecedented volatility. We were able to add value above the S&P 500 through solid stock selection. During the quarter, health care stocks were especially strong, due to their consistent and reliable earnings growth. Financial stocks such also performed well, driven higher by the sentiment that the Fed will soon begin to cut interest rates. Finally, we also helped the Fund's performance by avoiding very expensive technology stocks. The domestic fixed income portion of your Fund matched the Lehman Aggregate index during the quarter. An overweight in agency bonds helped the Fund as spreads tightened and an overweight in the financial and energy sectors also added to performance. However, this advantage was offset by an overweight in BBB securities and the Fund's bar belled structure. The pressure on US corporate profits will continue into 2001. We project flat corporate earnings in 2001, followed by a rebound in 2002. We expect US GDP to increase 2% in 2001 after roaring ahead by 5% in 2000. A better environment will unfold later in 2001 as central banks led by the US Fed begin to ease and investors look past the slowdown. We also remain constructive on the fixed income markets. Shorter-term interest rates should decline further as the economy continues to moderate. Looking forward, corporate bonds will be helped by a more accommodative Fed and a steepening yield curve. Deteriorating fundamentals in the short term will make issue and sector selection critical. 28 Inception: May 1, 1996 Global Balanced Fund (Formerly International Balanced Fund) Capital Guardian Trust Company Management Team Effective November 1, Capital Guardian Trust Company assumed management of the Fund. We began the period slightly underweight equities, and we increased our equity exposure during the quarter. This was not helpful to returns. Within our equity allocation, however, our overweight position in non-U.S. large caps along with good relative returns from our U.S. large-cap Fund softened the blow. Within our U.S. equity Fund, owning significantly less than the index in technology- related stocks was helpful. On the fixed-income side, returns within sectors were good, though our emphasis on corporate securities worked against us. Most of our shift into equities has been the result of moving assets away from U.S. fixed income and toward U.S. large caps. Equity valuations in the U.S. have come down significantly in absolute terms as well as relative to other developed markets. At the same time, interest rates have declined more in the U.S. than in other markets, and real yields have moved from the top end of their range to the bottom. These events have brought U.S. equity valuations back to reasonable levels. From a bottom-up view, our analysts are finding attractive opportunities. Today, our U.S. large cap position is only slightly underweight, whereas it was significantly underweight earlier in the year on valuation concerns. We continue to be overweight non-U.S. large caps, U.S. small caps, and emerging markets equity, and underweight non-U.S. small caps. While we were early in moving away from U.S. bonds, we believe the market has now fully priced in a major economic slowdown. Non-U.S. bonds, while also underweight, appear relatively more attractive having lagged the U.S. market and due to our belief that the dollar will continue to weaken against the euro. Within our bond Funds we have an emphasis on corporate securities. While government bonds have led the rally, credit spreads have widened, leaving corporate bonds room for improvement. 29 Inception: May 1, 1994 Short-Term Bond Fund Independence Investment Associates, Inc. Jay Leu Interest rates across all maturities continued to fall during the quarter because of evidence of a sharper economic slowdown and equity market jitters. The yield curve continued to "disinvert" with short and intermediate rates falling more than longer term rates on expectations that the Federal Reserve will need to aggressively lower interest rates. The Fund benefited from investing in shorter maturity securities whose yields fell the farthest in the fourth quarter. Investment grade corporate bonds underperformed Treasury securities in the fourth quarter. Corporate bonds have been impacted by deteriorating fundamentals as the economy's growth rate slowed significantly. Corporate bonds have been helped by the steepening or "disinverting" of the yield curve as well as by the Federal Reserve's move to an accommodative stance. Corporate bond performance has varied significantly by industry and issuer, though. Within the corporate bond market, the finance sector led the way followed by the utilities and then industrials. The Short-Term Bond Fund outperformed its benchmark for the quarter despite the difficult environment for corporate bonds. The Fund continues to benefit from a yield advantage provided by an overweight in corporate and asset-backed securities relative to the benchmark. The Fund also benefited from its overweight in asset-backed securities that outperformed corporate bonds. Our individual securities held in the Fund outperformed relative to the average corporate bond in the benchmark. Strong performers included: Gulf Canada, BankBoston, Donaldson, Lufkin, and Jenrette, Philip Morris, and FNMA. Looking forward, corporate bonds will be helped by attractive valuations, a more accommodative Federal Reserve, and a steepening yield curve. Deteriorating fundamentals in the short term will make issue and sector selection critical. We believe short maturity corporate bonds and asset-backed securities are attractively priced relative to Treasury securities and we will continue to overweight them. 30 Inception: May 1, 1998 Bond Index Fund Mellon Bond Associates, LLP Gregory Curran The Fund continues to meet its investment objective: to match the performance of the Lehman Brothers Government Credit Index, which includes U.S. dollar- based, fixed-coupon debt from the U.S. Government, its agencies and investment-grade corporations. Performance net of fees for the portfolio was 2.03% for December, 4.59% for the fourth quarter, 11.81% for the year. Corresponding returns for the benchmark were 1.97%, 4.37%, and 11.84%. The Fund uses a representative sample of issues selected through proprietary quantitative techniques. Selected issues have the best risk-adjusted expected return and, as a group, match the characteristics of the 4,750 issues in the Index including price sensitivity, industry, and quality exposures. An indexed portfolio typically eliminates many risks associated with active management and has lower fees and expenses. Recent changes in supply of debt to the investment grade fixed income markets are being reflected in the Lehman Brothers Government Credit Index, and therefore in the portfolio as well. As the Treasury Department decreases the new issuance of Treasury notes and bonds due to the budget surplus, the representation in the Index has decreased. Treasuries were 51.53% of the Index on December 31, 1999 and were only 43.58% of the Index on December 31, 2000. We expect this trend to continue. The Government Sponsored Enterprises, particularly Fannie Mae and Freddie Mac, have increased the size and liquidity of their issuance to fund their portfolio growth and as an attempt to become the replacement asset class of choice for Treasury investors. Agencies were 14.46% of the Index of the end of 1999 and were 17.62% of the Index at year end 2000. Corporates have grown from 34.02% of the Index to 38.80% because of the addition of 144A's to the Index in June and increased issuance in the Telecom sector as they funded the purchase of licenses to expand their businesses. 31 Inception: March 29, 1986 Active Bond Fund (Formerly Sovereign Bond Fund) John Hancock Advisers, Inc. James Ho During the quarter the Fund gained 3.84%, underperforming the Lehman Aggregate Index at 4.21%. YTD the Fund performed well on an absolute basis, returning 10.45%, though underperforming the index return of 11.63%. Underperformance can be attributed to the Fund's bias towards spread product, as most spread sectors underperformed Treasuries for both periods. Treasuries had their best year of performance since 1995. Our underweight position in this sector relative to the benchmark, for both the quarter and year, detracted from performance results. The Fund's overweight position in corporate bonds relative to the index detracted from performance results for both the quarter and 2000. With the unexpected and aggressive rate cut on January 3rd, the Fed effectively put a floor under the economy and the risk of recession is greatly reduced. Given an expected upturn in the economy later in 2001 in response to this stimulus action, we think interest rates may be close to bottom. We plan to use periods of market strength to reduce interest rate sensitivity by shortening duration. With a backdrop of a stronger economy expected, we plan to reduce our defensive stance. We'll likely reduce our Treasury holdings and asset backed securities and increase investments in the high-yield sector, which currently offers very attractive values and yields. We'll also look for attractive values among lower-rated investment grade issues. Additionally, we're likely to move away from defensive industry sectors-- such as energy, health care and utilities-in favor of more economically sensitive sectors such as autos, home building and financials. Our neutral weighting in mortgage securities is likely to remain constant, and we will emphasize prepayment- resistant securities with coupons of between 6% and 7%. Emerging markets may present opportunities, especially if the U.S. economy rebounds. [GRAPH] Active Bond Active Bond Active Bond Active Bond Fund Benchmark Fund Benchmark 12/31/90 $10,000 $10,000 01/31/96 $16,299 $16,061 01/31/91 10,081 10,112 02/29/96 15,986 15,721 02/28/91 10,204 10,199 03/31/96 15,888 15,589 03/31/91 10,298 10,269 04/30/96 15,808 15,481 04/30/91 10,448 10,387 05/31/96 15,804 15,455 05/31/91 10,526 10,436 06/30/96 15,964 15,662 06/30/91 10,534 10,425 07/31/96 16,015 15,698 07/31/91 10,648 10,556 08/31/96 16,027 15,660 08/31/91 10,889 10,799 09/30/96 16,317 15,939 09/30/91 11,110 11,025 10/31/96 16,664 16,311 10/31/91 11,219 11,123 11/30/96 16,925 16,611 11/30/91 11,313 11,234 12/31/96 16,868 16,426 12/31/91 11,666 11,613 01/31/97 16,931 16,446 01/31/92 11,553 11,441 02/28/97 17,011 16,481 02/29/92 11,583 11,501 03/31/97 16,831 16,284 03/31/92 11,554 11,438 04/30/97 17,061 16,522 04/30/92 11,628 11,507 05/31/97 17,253 16,676 05/31/92 11,822 11,730 06/30/97 17,479 16,876 06/30/92 11,976 11,902 07/31/97 18,003 17,392 07/31/92 12,265 12,207 08/31/97 17,826 17,198 08/31/92 12,398 12,316 09/30/97 18,115 17,468 09/30/92 12,565 12,483 10/31/97 18,271 17,747 10/31/92 12,412 12,292 11/30/97 18,372 17,841 11/30/92 12,374 12,281 12/31/97 18,573 18,028 12/31/92 12,559 12,492 01/31/98 18,828 18,283 01/31/93 12,783 12,765 02/28/98 18,812 18,246 02/28/93 13,049 13,030 03/31/98 18,919 18,303 03/31/93 13,121 13,075 04/30/98 19,011 18,394 04/30/93 13,203 13,175 05/31/98 19,180 18,591 05/31/93 13,196 13,169 06/30/98 19,364 18,781 06/30/93 13,467 13,468 07/31/98 19,400 18,796 07/31/93 13,581 13,554 08/31/98 19,591 19,162 08/31/93 13,868 13,865 09/30/98 20,040 19,710 09/30/93 13,936 13,914 10/31/98 19,852 19,570 10/31/93 13,951 13,971 11/30/98 20,043 19,688 11/30/93 13,846 13,813 12/31/98 20,102 19,735 12/31/93 13,911 13,874 01/31/99 20,287 19,875 01/31/94 14,114 14,082 02/28/99 19,871 19,402 02/28/94 13,855 13,775 03/31/99 20,013 19,499 03/31/94 13,561 13,438 04/30/99 20,076 19,548 04/30/94 13,440 13,326 05/31/99 19,859 19,346 05/31/94 13,417 13,302 06/30/99 19,809 19,286 06/30/94 13,404 13,271 07/31/99 19,769 19,232 07/31/94 13,621 13,537 08/31/99 19,730 19,217 08/31/94 13,654 13,542 09/30/99 19,906 19,390 09/30/94 13,495 13,338 10/31/99 19,946 19,462 10/31/94 13,473 13,323 11/30/99 20,016 19,460 11/30/94 13,448 13,299 12/31/99 19,913 19,366 12/31/94 13,554 13,387 01/31/00 19,830 19,302 01/31/95 13,812 13,644 02/29/00 20,053 19,536 02/28/95 14,143 13,960 03/31/00 20,256 19,794 03/31/95 14,253 14,054 04/30/00 20,178 19,736 04/30/95 14,459 14,249 05/31/00 20,160 19,727 05/31/95 15,081 14,846 06/30/00 20,583 20,137 06/30/95 15,211 14,965 07/31/00 20,748 20,320 07/31/95 15,145 14,907 08/31/00 21,062 20,615 08/31/95 15,320 15,098 09/30/00 21,181 20,745 09/30/95 15,474 15,252 10/31/00 21,293 20,882 10/31/95 15,726 15,476 11/30/00 21,576 21,224 11/30/95 15,960 15,731 12/31/00 21,994 21,619 12/31/95 16,203 15,962 Top Ten Holdings (as of December 31, 2000) - --------------------------------------------------------------------------- % of six months ago investments % of investments Government National Mortgage Assoc. 25.9% 22.1% U.S. Treasury 11.4% 18.4% Federal National Mortgage Assoc. 8.8% 10.4% GMAC Commercial Mortgage Securities, Inc. 1.4% 1.4% Peco Energy Transition Trust 1.3% 0.3% Hydro-Quebec 1.1% 1.1% Amresco Residential Securities 1.0% 1.0% Morgan Stanley Capital 1.0% N/A UCFC Home Equity Loan 1.0% 1.5% Cleveland Electric Illuminating Co. 0.8% 0.8% Average Annual Total Returns* - --------------------------------------------------------------------------- Active Bond Active Bond MorningStar Fund Benchmark(1) Peer Group+ -------- --------------- ----------- 1 Year 10.45% 11.63% 8.21% 3 Years 5.80 6.24 4.86 5 Years 6.30 6.25 5.69 10 Years 8.20 7.62 7.80 Fund Composition (as of December 31, 2000) - --------------------------------------------------------------------------- Credit Quality Duration - -------------- -------- Short Term 5.30% less than 1 Year 5.30% AAA 44.80% 1-3 Years 0.30% AA 8.0% 3-5 Years 0.00% A 13.80% 5-10 Years 86.60% BBB 15.40% greater than 10 Years 7.80% BB 8.80% B 3.50% Below B 0.00% NR/NA 0.40% (1) The Active Bond Benchmark represents the Lehman Brothers Government/ Corporate Bond Index from April 1986 to September 1999 and Lehman Brothers Aggregate Bond Index from October 1999 to present. * Total returns are for the period ended December 31, 2000, returns represent past performance, assume reinvestment of all distributions, and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. + Source: MorningStar, Inc. Data as of 12/31/00. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the MorningStar variable universe having an Intermediate Term Bond investment category. 32 Inception: June 30, 2000 Core Bond Fund Federated Investment Management Company Balestrino/Ellenberger/Durbiano The 6 months ended December 31, 2000 were very profitable for bond investors as interest rates fell precipitously on weak economic growth. The bond market typically thrives on bad economic news as interest rates fall and, conversely, bond prices rise. Interest rates generally fell 50 to 125 basis points over the past three months. Intermediate interest rates, such as the 2-year and 5-year Treasury yields, experienced the greatest declines, falling 127 and 121 basis points, respectively. This steep decline in the "belly of the yield curve" benefited the Core Bond Fund, given that it has the bulk of investments in the 2 to 10 year maturity area. The Federal Reserve Board held monetary policy steady throughout the whole period, causing the yield curve to be quite inverted with long-term interest rates lower than short-term rates. In terms of relative fixed income sector performance, the six months demonstrated a preference for Treasury securities and other high quality, highly liquid securities over less liquid or lower quality securities. The higher quality spread sectors performed relatively well, while the lower quality sectors underperformed the treasury market. The lower quality sectors were undoubtedly dragged down by stock market volatility and nervousness that spread worldwide. The election-results stalemate also caused quite a bit of concern to the equity, high yield and investment-grade corporate markets. The Fund outperformed the Lehman Brothers Aggregate Bond Index returning 4.11% during the fourth quarter of 2000 versus 4.21% for the benchmark. The NAV of the Fund ended the quarter at $10.33 per share versus $10.00 at initiation of the Fund on June 30, 2000. For the six months, outperformance of the Fund versus the benchmark can be attributed to positioning on the yield curve and security selection. Sector allocation was a drag on the Fund for the quarter due to the overweight in corporates and mortgage-backed securities, which performed relatively poorly during the quarter. Duration stance was a slight negative for the six months. Yield curve stance and security selection were definite positives to the Fund, from holdings in 20-year Treasuries, Tosco, United Airlines, USA Waste, Enterprise Oil, Lockheed Martin, Clear Channel Communications, and Inco. [GRAPH] Lehmen Brothers Core Bond Fund Aggregate Bond Index 6/30/00 9,990 10,208 7/31/00 10,076 10,301 8/31/00 10,214 10,450 9/30/00 10,278 10,516 10/31/00 10,339 10,586 11/30/00 10,511 10,759 12/31/00 10,700 10,959 Top Ten Holdings (as of December 31, 2000) - ------------------------------------------------------------------------------ - -- % of six months ago investments % of investments Federal National Mortgage Assoc. 34.5% N/A U.S. Treasury 15.4% N/A Federal Home Loan Mortgage Corp. 9.3% N/A Government National Mortgage Assoc. 3.8% N/A TOSCO Corp. 2.1% N/A United Airlines 2.0% N/A National Bank of Canada 2.0% N/A Target Corp. 2.0% N/A Hertz Corp. 2.0% N/A International Speedway Corp. 2.0% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------ - -- Core Bond Fund Lehman Brothers MorningStar Aggregate Bond Index Peer Group+ -------------- -------------------- ---------- - - Since Inception (6/30/00) 7.00% 7.36% N/A Fund Composition (as of December 31, 2000) - ------------------------------------------------------------------------------ - -- Credit Quality Duration - -------------- -------- Short Term 2.54% AAA 67.09% Less than 1 Year 6.35% AA 1.46% 1-3 Years 34.11% A 15.38% 3-5 Years 26.13% BBB 12.82% 5-10 Years 23.47% BB 0.00% Greater than 10 Years 9.94% B 0.71% * Total returns are for the period ended December 31, 2000. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerate extent and are described in your product prospectus. + Source: MorningStar, Inc. Data as of 12/31/00. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the MorningStar variable universe having a Intermediate Term Bond investment category. 33 Inception: May 1, 1998 High Yield Bond Fund Wellington Management Company, LLP Crawford/Smith/McEvoy During the quarter, the Fund decreased by -8.8% compared to a -5.24% return of the Lehman High Yield Index. In the fourth quarter of 2000, the US high yield market, as measured by the Lehman HY Index, had a return of -5.2%. This performance lagged the 4.2% return of investment grade bonds, as measured by the Lehman Brothers Aggregate Index. This underperformance of the high yield market versus higher quality bonds came from the widening of the spread of high yield versus the 10-year treasury from 707 basis points on September 30 to 934 basis points on December 31, 2000. This widening of spreads was due to equity market volatility, corporate earnings warnings, high yield mutual Fund outflows, and default rates. However, the high yield market did stabilize in December, matching the 1.9% performance of the Lehman Aggregate. December's high yield market rebound was attributed to high yield spreads widening to their most attractive levels in nearly 10 years and prospects for improving liquidity conditions. Within high yield, lower quality ("B- rated") bonds continued to lag higher quality bonds ("BB-rated") throughout the quarter. During the quarter, we continued to adhere to our long-running preference for issuers that have recurring revenue from repeat customers. To that end, health care, media/entertainment, and cable continue to be the three largest industry weightings in the Fund. 34 Inception: May 1, 1996 Global Bond Fund Capital Guardian Trust Company Management Team Effective November 1, Capital Guardian Trust Company assumed management of the Fund. The Fund's slight overweight in U.S. bonds certainly added to overall performance. Because we maintained our belief that there is little upside potential in Japanese bonds, our underweight in Japan during the quarter hurt Fund returns. As has been the case for most of the year, exposure to corporate bonds in the U.S. and Europe also hurt returns. Credit spreads continued to widen in even the highest quality, most liquid sectors as corporate earnings downgrades stung the markets. Additionally, spread widening in Europe was worse than the U.S. due to liquidity concerns. Following the change in Fed policy in December, however, corporate bonds showed signs of meaningful improvement. The global government bond markets have priced in the beginning of a central bank easing cycle. Despite the evidence of a slowdown in the global economy, we believe there is little chance of an economic hard landing. With U.S. government bonds becoming richly valued we will look for opportunities to add quality corporate credits to the Fund. We will also continue to evaluate our overweight position in the euro and add to our exposure as warranted. Finally, based on the very attractive yield spreads available in corporate bonds globally, we expect them to measurably outperform government bonds in 2001. 35 Inception: March 29, 1986 Money Market Fund John Hancock Life Insurance Co. Peter Mitsopoulos The Federal Reserve's monetary tightening actions starting in 1999 continued as we entered 2000, but by mid-year the Fed abandoned further rate increases as the economy showed signs of weakness. The Fed Funds target rate stood at 6.50% and the Fed remained on hold through December 31. Just a few days after the New Year, however, the Fed enacted a 50 basis point reduction in the rate to 6.0%. During the first half of the year we shortened the fund's weighted average maturity (WAM) in order to capture higher yields under the tightening policy. The WAM of the Fund was approximately 45 days at year-end 1999 and had reached a low of 21 days in late April. We made efforts to push the level into the 30 day to 40 day range for the later part of the year given growing expectations for an end to fed tightening and ended the year with a WAM of 31 days. The Fund performed generally in-line with expectations during the year. We had become more cautious in our acquisition of adjustable rate securities because of two factors: They were becoming more expensive and some of the more active issuers were developing credit concerns. The Fund ended with only a 16% position versus 22% at year-end 1999. The market continues to make it difficult to pick up any appreciable yield differential by going out beyond one or two months. However, when we see value out on the curve, we will acquire securities in an effort to lock in yield and increase the Fund's weighted average maturity. The Fund is invested primarily in commercial paper (78%), adjustable rate notes (16%) with other money market securities making up the balance. 36 STATEMENT OF ASSETS AND LIABILITIES JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) Emerging Large Cap Fundamental Aggressive Active Markets International International Growth Growth Balanced Bond CORE Bond Equity Equity Index Equity ---------- ----------- ---------- -------- --------- -------- ------------- ------------- ASSETS Long-Term Investments at cost.................... $1,127,776 $49,497 $20,328 $768,472 $5,100 $41,395 $ 183,681 $15,406 Net unrealized appreciation (depreciation) of investments............. 14,405 (5,942) 182 12,367 166 (12,835) 4,768 (699) Short-Term Investments at market............... 10,374 2,023 1,853 50,033 69 2,076 5,935 800 ---------- ------- ------- -------- ------ ------- --------- ------- Total Investments...... 1,152,555 45,578 22,363 830,872 5,335 30,636 194,384 15,507 Cash.................... 1,258 428 203 Receivable for: Investments sold....... 544 153 541 Fund shares sold....... 165 15 21 25 Interest............... 69 11,939 73 Dividends.............. 667 7 16 26 230 22 Unrealized appreciation in forward foreign currency contracts..... 63 ---------- ------- ------- -------- ------ ------- --------- ------- TOTAL ASSETS........... 1,153,222 46,294 22,463 844,069 5,429 31,243 195,218 15,757 LIABILITIES Payables for: Due to custodian....... 1 Investments purchased.. 5,558 164 1,506 1,258 60 24 Fund shares purchased.. 84 292 131 3 Futures contracts variation margin....... 18 3 Other liabilities...... 792 16 16 220 1 42 185 14 ---------- ------- ------- -------- ------ ------- --------- ------- TOTAL LIABILITIES...... 6,435 180 1,522 1,770 1 233 206 41 ---------- ------- ------- -------- ------ ------- --------- ------- NET ASSETS.............. $1,146,787 $46,114 $20,941 $842,299 $5,428 $31,010 $ 195,012 $15,716 ========== ======= ======= ======== ====== ======= ========= ======= Shares of beneficial interest outstanding.... 60,719 3,684 2,046 89,197 525 4,629 12,668 1,595 ---------- ------- ------- -------- ------ ------- --------- ------- Net asset value per share................... $ 18.89 $ 12.52 $ 10.24 $ 9.44 $10.33 $ 6.70 $ 15.39 $ 9.85 ========== ======= ======= ======== ====== ======= ========= ======= Composition of net assets: Capital Paid in........ 1,172,736 54,265 21,000 862,827 5,259 47,462 190,658 16,478 Accumulated net realized gain (loss) on investments............ (40,354) (2,209) (243) (38,924) (3,468) 150 (58) Undistributed (distribution in excess of) net investment income (loss).......... 2 6,029 3 (151) (441) 20 Net unrealized appreciation (depreciation) of: Investments............ 14,405 (5,942) 182 12,367 166 (12,835) 4,768 (699) Foreign currency translation............ 2 47 (2) Futures contracts...... (170) (23) ---------- ------- ------- -------- ------ ------- --------- ------- Net Assets.............. $1,146,787 $46,114 $20,941 $842,299 $5,428 $31,010 $ 195,012 $15,716 ========== ======= ======= ======== ====== ======= ========= ======= See notes to financial statements. 37 STATEMENT OF ASSETS AND LIABILITIES--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) Small Cap Global Mid Cap Mid Cap Large Cap Large Cap American Leaders Large/Mid Growth Balanced Growth Blend Value Value CORE Large Cap Value Cap Value --------- -------- -------- ------- --------- ---------- ---------------- --------- ASSETS Long-Term Investments at cost.................... $237,946 $27,948 $426,286 $19,357 $179,326 $15,509 $5,383 $13,535 Net unrealized appreciation (depreciation) of investments............. (9,242) (552) (59,334) 1,370 16,076 697 373 1,531 Short-Term Investments at market............... 6,544 800 26,942 409 10,401 1,701 246 461 -------- ------- -------- ------- -------- ------- ------ ------- Total Investments...... 235,248 28,196 393,894 21,136 205,803 17,907 6,002 15,527 Cash.................... 152 105 143 Receivable for: Investments sold....... 368 4 1,421 81 Fund shares sold....... 31 114 75 104 21 150 Interest............... 301 Dividends.............. 31 25 20 276 22 7 15 Unrealized appreciation in forward foreign currency contracts..... -------- ------- -------- ------- -------- ------- ------ ------- TOTAL ASSETS........... 235,647 28,709 395,420 21,270 206,154 18,176 6,030 15,773 LIABILITIES Payables for: Due to custodian....... 2 Investments purchased.. 293 161 240 1,607 36 Fund shares purchased.. 755 1,120 Other liabilities...... 57 21 72 11 10 12 1 9 -------- ------- -------- ------- -------- ------- ------ ------- TOTAL LIABILITIES...... 1,105 182 1,432 11 1,619 12 1 45 -------- ------- -------- ------- -------- ------- ------ ------- NET ASSETS.............. $234,542 $28,527 $393,988 $21,259 $204,535 $18,164 $6,029 $15,728 ======== ======= ======== ======= ======== ======= ====== ======= Shares of beneficial interest outstanding.... 17,409 3,076 25,254 1,753 14,225 1,743 563 1,360 -------- ------- -------- ------- -------- ------- ------ ------- Net asset value per share................... $ 13.47 $ 9.27 $ 15.60 $ 12.12 $ 14.38 $ 10.42 $10.71 $ 11.57 ======== ======= ======== ======= ======== ======= ====== ======= Composition of net assets: Capital Paid in........ 256,144 29,929 494,657 20,346 188,660 17,535 5,656 14,276 Accumulated net realized gain (loss) on investments............ (12,360) (201) (41,335) (457) (252) (68) (79) Undistributed (distribution in excess of) net investment income................. (667) 51 Net unrealized appreciation (depreciation) of: Investments............ (9,242) (552) (59,334) 1,370 16,076 697 373 1,531 Foreign currency translation............ 18 -------- ------- -------- ------- -------- ------- ------ ------- Net Assets.............. $234,542 $28,527 $393,988 $21,259 $204,535 $18,164 $6,029 $15,728 ======== ======= ======== ======= ======== ======= ====== ======= See notes to financial statements. 38 STATEMENT OF ASSETS AND LIABILITIES--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) Money Mid Cap Small/Mid Cap Bond Large Cap Small/Mid Cap Small/Mid Cap Real Estate Market Value Growth Index Aggressive Growth CORE Value Equity -------- -------- ------------- ------- ----------------- ------------- ------------- ----------- ASSETS Long-Term Investments at cost................ $103,554 $176,651 $61,775 $28,690 $20,277 $28,089 $132,782 Net unrealized appreciation (depreciation) of investments............ 18,934 3,509 698 (3,085) 281 (143) 21,083 Short-Term Investments at market.............. $489,445 6,504 10,456 1,167 1,122 800 975 4,220 -------- -------- -------- ------- ------- ------- ------- -------- Total Investments..... 489,445 128,992 190,616 63,640 26,727 21,358 28,921 158,085 Cash................... 1 1 218 20 Receivable for: Investments sold...... 1,366 106 Fund shares sold...... 5,891 180 62 64 71 64 508 332 Interest.............. 1,598 1,091 Dividends............. 80 38 6 27 21 992 -------- -------- -------- ------- ------- ------- ------- -------- TOTAL ASSETS.......... 496,935 129,252 192,082 64,795 26,805 21,667 29,470 159,515 LIABILITIES Payables for: Investments purchased. 2,024 550 20 637 Futures contracts variation margin...... 16 Other liabilities..... 82 19 48 27 11 15 14 67 -------- -------- -------- ------- ------- ------- ------- -------- TOTAL LIABILITIES..... 82 19 2,072 27 561 31 34 704 -------- -------- -------- ------- ------- ------- ------- -------- NET ASSETS............. $496,853 $129,233 $190,010 $64,768 $26,244 $21,636 $29,436 $158,811 ======== ======== ======== ======= ======= ======= ======= ======== Shares of beneficial interest outstanding... 49,685 8,819 13,866 6,648 2,758 2,204 2,515 11,617 -------- -------- -------- ------- ------- ------- ------- -------- Net asset value per share.................. $ 10.00 $ 14.65 $ 13.70 $ 9.74 $ 9.52 $ 9.82 $ 11.70 $ 13.67 ======== ======== ======== ======= ======= ======= ======= ======== Composition of net assets: Capital Paid in....... 496,853 111,999 186,447 64,748 30,148 21,435 29,574 136,878 Accumulated net realized gain (loss) on investments........ (92) (1,700) 24 (723) (819) (112) 5 (87) Undistributed (distribution in excess of) net investment income..... 92 45 936 Net unrealized appreciation (depreciation) of: Investments........... 18,934 3,509 698 (3,085) 281 (143) 21,083 Foreign currency translation........... 1 Futures contracts..... 32 -------- -------- -------- ------- ------- ------- ------- -------- Net Assets............. $496,853 $129,233 $190,010 $64,768 $26,244 $21,636 $29,436 $158,811 ======== ======== ======== ======= ======= ======= ======= ======== See notes to financial statements. 39 STATEMENT OF ASSETS AND LIABILITIES--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) Growth & Short-Term Small Cap International Equity High Yield Global Income Managed Bond Equity Opportunities Index Bond Bond ---------- ---------- ---------- --------- ------------- -------- ---------- ------- ASSETS Long-Term Investments at cost.................... $3,093,579 $2,733,012 $77,268 $ 81,153 $119,383 $491,247 $29,399 $62,664 Net unrealized appreciation (depreciation) of investments............. 167,294 189,423 309 (13,694) (4,033) 15,336 (5,393) 2,743 Short-Term Investments at market............... 106,957 242,351 1,289 3,191 3,919 18,699 1,127 1,716 ---------- ---------- ------- -------- -------- -------- ------- ------- Total Investments...... 3,367,830 3,164,786 78,866 70,650 119,269 525,282 25,133 67,123 Cash.................... 512 761 68 29 Receivable for: Investments sold....... 2,711 57,348 3 Fund shares sold....... 147 268 77 Interest............... 16,640 1,129 775 1,802 Dividends.............. 2,683 1,627 39 147 428 Futures contracts variation margin....... 175 Unrealized appreciation in forward foreign currency contracts..... 3,780 21 ---------- ---------- ------- -------- -------- -------- ------- ------- TOTAL ASSETS........... 3,373,224 3,244,868 80,142 70,689 120,177 526,046 26,014 68,949 LIABILITIES Payables for: Due to custodian....... Investments purchased.. 46,640 238,293 175 29 Fund shares purchased.. 466 1,091 480 30 34 Futures contracts variation margin....... 241 Unrealized depreciation in forward foreign currency contracts..... 8,831 434 Other liabilities...... 1,130 859 33 3 113 146 7 8 ---------- ---------- ------- -------- -------- -------- ------- ------- TOTAL LIABILITIES...... 48,236 249,074 33 658 143 387 36 476 ---------- ---------- ------- -------- -------- -------- ------- ------- NET ASSETS.............. $3,324,988 $2,995,794 $80,109 $ 70,031 $120,034 $525,659 $25,978 $68,473 ========== ========== ======= ======== ======== ======== ======= ======= Shares of beneficial interest outstanding.... 234,464 216,688 8,122 7,661 10,128 29,793 3,543 6,623 ---------- ---------- ------- -------- -------- -------- ------- ------- Net asset value per share................... $ 14.18 $ 13.82 $ 9.86 $ 9.14 $ 11.85 $ 17.64 $ 7.33 $ 10.34 ========== ========== ======= ======== ======== ======== ======= ======= Composition of net assets: Capital Paid in........ 3,184,314 2,754,839 81,811 83,810 124,544 511,015 32,140 67,985 Accumulated net realized gain (loss) on investments............ (26,620) 7,732 (2,145) (100) (469) (119) (796) (3,395) Undistributed (distribution in excess of) net investment income................. 47,075 134 15 27 1,463 Net unrealized appreciation (depreciation) of: Investments............ 167,294 189,423 309 (13,694) (4,033) 15,336 (5,393) 2,743 Foreign currency translation............ (4,920) (8) (323) Futures contracts...... 1,645 (573) ---------- ---------- ------- -------- -------- -------- ------- ------- Net Assets.............. $3,324,988 $2,995,794 $80,109 $ 70,031 $120,034 $525,659 $25,978 $68,473 ========== ========== ======= ======== ======== ======== ======= ======= See notes to financial statements. 40 STATEMENT OF OPERATIONS JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) Emerging Large Cap Fundmental Aggressive Active CORE Markets International International Growth Growth Balanced Bond Bond* Equity Equity Index Equity --------- ---------- ---------- ------- ----- -------- ------------- ------------- INVESTMENT INCOME Income Interest............... $ 1,135 $ 129 $ 268 $60,911 $178 $ 112 $ 357 $ 53 Dividends (Note B)..... 6,567 40 139 334 2,899 175 Securities lending..... 130 162 172 --------- ------- ----- ------- ---- -------- -------- ------- 7,832 169 407 61,073 178 446 3,428 228 Expenses Investment advisory fee (Note C)............... 4,956 249 104 2,573 18 524 354 139 Auditors fees.......... 102 2 1 59 3 16 1 Custodian fees......... 401 19 29 357 529 346 102 Fidelity Bond fees..... 1 1 Legal fees............. 22 13 1 4 Printing & mailing fees................... 909 16 3 580 1 8 34 3 Trustees fees.......... 22 13 1 4 Other fees............. 9 2 5 6 1 --------- ------- ----- ------- ---- -------- -------- ------- 6,422 288 137 3,601 19 1,066 764 246 Less expenses reimbursed (Note C).... 10 18 202 500 196 92 --------- ------- ----- ------- ---- -------- -------- ------- 6,422 278 119 3,399 19 566 568 154 --------- ------- ----- ------- ---- -------- -------- ------- Net Investment Income (Loss).................. 1,410 (109) 288 57,674 159 (120) 2,860 74 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on sales of investments............ 101,421 2,219 (221) (11,679) 27 (614) 6,657 454 Increase in unrealized appreciation (depreciation) of: Investments............ (356,204) (8,121) (433) 36,205 166 (21,121) (51,096) (2,652) Foreign currency translation............ 144 70 (2) Futures................ (177) (559) (43) --------- ------- ----- ------- ---- -------- -------- ------- Net realized and unrealized gain (loss) on investments......... (254,783) (5,902) (654) 24,349 193 (21,591) (44,928) (2,243) --------- ------- ----- ------- ---- -------- -------- ------- Net increase (decrease) in net assets resulting from operations ....... $(253,373) $(6,011) $(366) $82,023 $352 $(21,711) $(42,068) $(2,169) ========= ======= ===== ======= ==== ======== ======== ======= (*) Commenced investment operations on June 30, 2000 See notes to financial statements. 41 STATEMENT OF OPERATIONS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) Small Cap Global Mid Cap Mid Cap Large Cap Large Cap American Leaders Large/Mid Cap Money Growth Balanced Growth Blend Value Value CORE Large Cap Value* Value Market --------- -------- --------- ------- --------- ---------- ---------------- ------------- ------- INVESTMENT INCOME Income Interest............ $ 306 $ 707 $ 1,570 $ 23 $ 442 $ 35 $ 9 $ 18 $26,023 Dividends (Note B).. 122 272 141 121 4,257 226 48 169 Securities lending.. 418 506 24 -------- ------- --------- ------ ------- ---- ---- ------ ------- 846 979 2,217 144 4,723 261 57 187 26,023 Expenses Investment advisory fee (Note C)........ 1,965 261 4,303 84 1,222 82 22 88 1,026 Auditors fees....... 19 2 39 1 11 1 1 28 Custodian fees...... 127 100 140 30 68 36 36 91 Fidelity Bond fees.. 1 Legal fees.......... 4 1 9 3 7 Printing & mailing fees................ 31 12 24 1 1 1 1 37 Trustees fees....... 4 1 9 2 6 Other fees.......... 4 3 1 1 -------- ------- --------- ------ ------- ---- ---- ------ ------- 2,154 377 4,528 116 1,307 120 23 126 1,196 Less expenses reimbursed (Note C). 86 21 27 29 -------- ------- --------- ------ ------- ---- ---- ------ ------- 2,154 291 4,528 95 1,307 93 23 97 1,196 -------- ------- --------- ------ ------- ---- ---- ------ ------- Net Investment Income (Loss)............... (1,308) 688 (2,311) 49 3,416 168 34 90 24,827 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on sales of investments......... (9,498) (789) (7,215) 324 7,226 79 18 103 Increase in unrealized appreciation (depreciation) of: Investments......... (67,925) (2,824) (229,686) 1,064 11,967 627 373 1,310 Foreign currency translation......... 86 Futures............. (8) -------- ------- --------- ------ ------- ---- ---- ------ ------- Net realized and unrealized gain (loss) on investments......... (77,423) (3,527) (236,901) 1,388 19,193 698 391 1,413 -------- ------- --------- ------ ------- ---- ---- ------ ------- Net increase (decrease) in net assets resulting from operations .... $(78,731) $(2,839) $(239,212) $1,437 $22,609 $866 $425 $1,503 $24,827 ======== ======= ========= ====== ======= ==== ==== ====== ======= (*) Commenced investment operations on June 30, 2000 See notes to financial statements. 42 STATEMENT OF OPERATIONS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) Mid Cap Small/Mid Bond Large Cap Small/Mid Cap Small/Mid Cap Real Estate Value Cap Growth Index Aggressive Growth CORE Value Equity ------- ---------- ------ ----------------- ------------- ------------- ----------- INVESTMENT INCOME Income Interest............... $ 221 $ 489 $3,416 $ 55 $ 44 $ 31 $ 174 Dividends (Note B)..... 1,080 644 95 195 127 9,360 Securities lending..... 34 72 ------- ------- ------ ------- ----- ------ ------- 1,335 1,205 3,416 150 239 158 9,534 Expenses Investment advisory fee (Note C)............... 830 1,382 73 214 131 127 946 Auditors fees.......... 7 13 3 2 1 1 10 Custodian fees......... 52 74 48 29 67 43 42 Legal fees............. 1 3 2 Printing & mailing fees................... 9 95 7 4 2 1 74 Trustees fees.......... 2 3 1 2 Other fees............. 1 1 1 2 ------- ------- ------ ------- ----- ------ ------- 902 1,571 132 249 202 172 1,078 Less expenses reimbursed (Note C).... 11 11 54 32 ------- ------- ------ ------- ----- ------ ------- 902 1,571 121 238 148 140 1,078 ------- ------- ------ ------- ----- ------ ------- Net Investment Income (Loss).................. 433 (366) 3,295 (88) 91 18 8,456 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on sales of investments ........... 12,793 18,384 (532) (648) 669 3,781 4,057 Increase in unrealized appreciation (depreciation) of: Investments............ 13,928 (2,257) 2,964 (5,205) (561) (223) 25,633 Foreign currency translation............ 1 Futures................ 25 ------- ------- ------ ------- ----- ------ ------- Net realized and unrealized gain (loss) on investments......... 26,721 16,127 2,432 (5,853) 133 3,558 29,691 ------- ------- ------ ------- ----- ------ ------- Net increase (decrease) in net assets resulting from operations ....... $27,154 $15,761 $5,727 $(5,941) $ 224 $3,576 $38,147 ======= ======= ====== ======= ===== ====== ======= See notes to financial statements. 43 STATEMENT OF OPERATIONS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) Growth & Short-Term Small Cap International Equity High Yield Global Income Managed Bond Equity Opportunities Index Bond Bond --------- -------- ---------- --------- ------------- -------- ---------- ------ INVESTMENT INCOME Income Interest............... $ 3,666 $ 83,116 $4,870 $ 120 $ 281 $ 336 $ 2,348 $3,593 Dividends (Note B)..... 44,115 22,600 1,479 1,049 6,368 11 Securities lending..... 255 391 7 53 19 --------- -------- ------ ------- -------- -------- ------- ------ 48,036 106,107 4,877 1,599 1,383 6,704 2,359 3,612 Expenses Investment advisory fee (Note C)............... 12,188 12,069 221 602 820 682 159 468 Auditors fees.......... 283 230 4 5 7 35 2 5 Custodian fees......... 1,038 1,017 35 52 177 165 48 61 Fidelity Bond fees..... 4 3 Legal fees............. 64 52 1 1 1 7 1 Printing & mailing fees................... 1,796 1,358 40 65 73 4 59 Trustees fees.......... 61 49 1 1 2 8 1 1 Other fees............. 24 19 1 11 --------- -------- ------ ------- -------- -------- ------- ------ 15,458 14,797 262 702 1,072 981 214 595 Less expenses reimbursed (Note C).... 23 154 30 64 --------- -------- ------ ------- -------- -------- ------- ------ 15,458 14,797 262 679 918 981 184 531 --------- -------- ------ ------- -------- -------- ------- ------ Net Investment Income .. 32,578 91,310 4,615 920 465 5,723 2,175 3,081 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on sales of investments ........... 445,349 237,169 (582) 4,551 4,855 18,724 (518) (126) Increase in unrealized appreciation (depreciation) of: Investments............ (990,353) (319,332) 1,702 (12,268) (22,685) (76,321) (4,604) 6,101 Foreign currency translation ........... (11,297) (3) (1,596) Futures................ 1,645 (928) (90) --------- -------- ------ ------- -------- -------- ------- ------ Net realized and unrealized gain (loss) on investments.......... (545,004) (91,815) 1,120 (7,717) (17,833) (58,525) (5,122) 4,289 --------- -------- ------ ------- -------- -------- ------- ------ Net increase (decrease) in net assets resulting from operations ........ $(512,426) $ (505) $5,735 $(6,797) $(17,368) $(52,802) $(2,947) $7,370 ========= ======== ====== ======= ======== ======== ======= ====== See notes to financial statements. 44 STATEMENT OF CHANGES IN NET ASSETS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) Large Cap Growth Fundamental Growth Aggressive Balanced ------------------------- -------------------------------- -------------------------------- Period from Period from Year Ended Year Ended Year Ended August 31, 1999 (*) Year Ended August 31, 1999 (*) December 31, December 31, December 31, to December 31, December 31, to December 31, 2000 1999 2000 1999 2000 1999 ------------ ------------ ------------ ------------------- ------------ ------------------- INCREASE/(DECREASE) IN NET ASSETS From Operations Net investment income (loss).... $ 1,410 $ 4,048 $ (109) $ (11) $ 288 $ 60 Net realized gain (loss) on sales of investments... 101,421 246,459 2,219 786 (221) 73 Change in net unrealized appreciation (depreciation) of Investments...... (356,204) 20,524 (8,121) 2,179 (433) 615 Futures.......... ---------- ---------- ------- ------ ------- ------- Net increase (decrease) in net assets resulting from operations.. (253,373) 271,031 (6,011) 2,954 (366) 748 Distributions to Shareholders From: Net investment income........... (2,000) (3,925) (289) (56) In excess of net investment income........... Realized gain on investments...... (137,737) (208,789) (2,478) (516) (41) (39) In excess of realized gain.... (40,230) (2,097) (15) Capital paid in.. (3,418) (111) ---------- ---------- ------- ------ ------- ------- Decrease in net assets resulting from distributions... (183,385) (212,714) (4,686) (516) (345) (95) Trust Share Transactions Proceeds from shares sold...... 206,257 154,558 76,255 6,365 10,598 11,694 Distributions reinvested....... 183,384 212,714 4,686 516 345 95 Payment for shares redeemed.. (188,569) (169,880) (33,305) (144) (1,174) (559) ---------- ---------- ------- ------ ------- ------- Increase (decrease) from trust share transactions.... 201,072 197,392 47,636 6,737 9,769 11,230 ---------- ---------- ------- ------ ------- ------- NET INCREASE (DECREASE) IN NET ASSETS............ (235,686) 255,709 36,939 9,175 9,058 11,883 NET ASSETS Beginning of Period........... 1,382,473 1,126,764 9,175 11,883 ---------- ---------- ------- ------ ------- ------- End of Period.... $1,146,787 $1,382,473 $46,114 $9,175 $20,941 $11,883 ========== ========== ======= ====== ======= ======= Analysis of Trust Share Transactions: Sold............. 7,547 5,540 4,670 608 1,004 1,164 Reinvested....... 9,625 8,043 383 41 33 9 Redeemed......... (7,033) (6,019) (2,005) (13) (110) (54) ---------- ---------- ------- ------ ------- ------- Net increase (decrease) in shares outstanding....... 10,139 7,564 3,048 636 927 1,119 ========== ========== ======= ====== ======= ======= Active Bond ------------------------- Year Ended Year Ended December 31, December 31, 2000 1999 ------------ ------------ INCREASE/(DECREASE) IN NET ASSETS From Operations Net investment income (loss).... $ 57,674 $ 61,745 Net realized gain (loss) on sales of investments... (11,679) (25,838) Change in net unrealized appreciation (depreciation) of Investments...... 36,205 (44,681) Futures.......... (177) 177 ------------ ------------ Net increase (decrease) in net assets resulting from operations.. 82,023 (8,597) Distributions to Shareholders From: Net investment income........... (53,480) (65,478) In excess of net investment income........... Realized gain on investments...... In excess of realized gain.... Capital paid in.. ------------ ------------ Decrease in net assets resulting from distributions... (53,480) (65,478) Trust Share Transactions Proceeds from shares sold...... 95,188 86,852 Distributions reinvested....... 53,480 65,478 Payment for shares redeemed.. (185,198) (135,090) ------------ ------------ Increase (decrease) from trust share transactions.... (36,530) 17,240 ------------ ------------ NET INCREASE (DECREASE) IN NET ASSETS............ (7,987) (56,835) NET ASSETS Beginning of Period........... 850,286 907,121 ------------ ------------ End of Period.... $842,299 $850,286 ============ ============ Analysis of Trust Share Transactions: Sold............. 10,355 9,038 Reinvested....... 5,823 6,931 Redeemed......... (20,181) (14,198) ------------ ------------ Net increase (decrease) in shares outstanding....... (4,003) 1,771 ============ ============ (*) Commencement of operations See notes to financial statements. 45 STATEMENT OF CHANGES IN NET ASSETS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) International Equity CORE Bond Emerging Markets Equity Index International Equity ----------------- ------------------------- ------------------------- ----------------------------- Period from Period from June 29, 2000 (*) Year Ended Year Ended Year Ended Year Ended Year Ended August 1,1999(*) to December 31, December 31, December 31, December 31, December 31, December 31, to December 31, 2000 2000 1999 2000 1999 2000 1999 ----------------- ------------ ------------ ------------ ------------ ------------ ---------------- INCREASE/(DECREASE) IN NET ASSETS From Operations Net investment income (loss)....... $ 159 $ (120) $ 27 $ 2,860 $ 2,404 $ 74 $ 7 Net realized gain (loss) on sales of investments......... 27 (614) 1,607 6,657 4,750 454 190 Change in net unrealized appreciation (depreciation) of Investments......... 166 (21,121) 9,598 (51,096) 48,346 (2,652) 1,953 Foreign currency translation......... 144 (142) 70 (133) (2) Futures............. (559) 517 (43) 20 ------ ------- ------- -------- -------- ------- ------- Net increase (decrease) in net assets resulting from operations..... 352 (21,711) 11,090 (42,068) 55,884 (2,169) 2,170 Distributions to Shareholders From: Net investment income.............. (156) (17) (2,257) (2,382) (47) (12) In excess of net investment income... (44) Realized gain on investments......... (27) (2,658) (250) (7,138) (4,633) (471) (175) In excess of realized gain....... (936) (583) (58) Capital paid in..... (47) (916) ------ ------- ------- -------- -------- ------- ------- Decrease in net assets resulting from distributions. (183) (2,705) (1,247) (10,311) (7,598) (576) (187) Capital Contribution. 445 Trust Share Transactions Proceeds from shares sold................ 5,120 59,279 29,538 61,181 62,080 13,293 10,271 Distributions reinvested.......... 183 2,705 1,247 10,313 7,598 576 187 Payment for shares redeemed............ (44) (39,154) (15,787) (68,120) (47,084) (7,838) (11) ------ ------- ------- -------- -------- ------- ------- Increase from trust share transactions. 5,259 22,830 14,998 3,374 22,594 6,031 10,447 ------ ------- ------- -------- -------- ------- ------- NET INCREASE (DECREASE) IN NET ASSETS............... 5,428 (1,586) 25,286 (49,005) 70,880 3,286 12,430 NET ASSETS Beginning of Period. 32,596 7,310 244,017 173,137 12,430 ------ ------- ------- -------- -------- ------- ------- End of Period....... $5,428 $31,010 $32,596 $195,012 $244,017 $15,716 $12,430 ====== ======= ======= ======== ======== ======= ======= Analysis of Trust Share Transactions: Sold................ 512 5,177 3,232 3,450 3,668 1,223 1,024 Reinvested.......... 18 408 113 651 428 59 17 Redeemed............ (5) (3,614) (1,719) (3,854) (2,802) (727) (1) ------ ------- ------- -------- -------- ------- ------- Net increase (decrease) in shares outstanding.......... 525 1,971 1,626 247 1,294 555 1,040 ====== ======= ======= ======== ======== ======= ======= (*) Commencement of operations See notes to financial statements. 46 STATEMENT OF CHANGES IN NET ASSETS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) Small Cap Growth Global Balanced Mid Cap Growth Mid Cap Blend ------------------------- ------------------------- ------------------------- ------------------------------- Period from Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended August 31, 1999(*) December 31, December 31, December 31, December 31, December 31, December 31, December 31, to December 31, 2000 1999 2000 1999 2000 1999 2000 1999 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------------ INCREASE (DECREASE) IN NET ASSETS From Operations Net investment income (loss)... $ (1,308) $ (679) $ 688 $ 813 $ (2,311) $ (1,351) $ 49 $ 14 Net realized gain (loss) on sales of investments..... (9,498) 24,283 (789) 1,839 (7,215) 55,989 324 268 Change in net unrealized appreciation (depreciation) of Investments.. (67,925) 41,804 (2,824) (519) (229,686) 148,557 1,064 306 Foreign currency translation..... 86 (606) (33) -------- -------- ------- ------- --------- -------- ------- ------ Net increase (decrease) in net assets resulting from operations...... (78,731) 65,408 (2,839) 1,527 (239,212) 203,162 1,437 588 Distributions to Shareholders From: Net investment income.......... (703) (565) (51) (13) In excess of net investment income.......... Realized gain on investments..... (1,933) (21,491) (41) (1,836) (8,563) (46,186) (391) (204) In excess of realized gain... (283) (33,799) (455) Capital paid in. (20,976) (355) (230) (22,185) -------- -------- ------- ------- --------- -------- ------- ------ Decrease in net assets resulting from distributions... (22,909) (21,491) (1,382) (2,631) (64,547) (46,186) (897) (217) Trust Share Transactions Proceeds from shares sold..... 239,410 66,717 8,360 6,406 311,599 192,846 17,016 5,275 Distributions reinvested...... 22,968 21,491 1,382 2,631 64,547 46,186 897 217 Payment for shares redeemed. (105,766) (27,404) (8,571) (6,772) (131,336) (37,156) (3,004) (53) -------- -------- ------- ------- --------- -------- ------- ------ Increase from trust share transactions.... 156,612 60,804 1,171 2,265 244,810 201,876 14,909 5,439 -------- -------- ------- ------- --------- -------- ------- ------ NET INCREASE (DECREASE) IN NET ASSETS........... 54,972 104,721 (3,050) 1,161 (58,949) 358,852 15,449 5,810 NET ASSETS Beginning of Period.......... 179,570 74,849 31,577 30,416 452,937 94,085 5,810 -------- -------- ------- ------- --------- -------- ------- ------ End of Period... $234,542 $179,570 $28,527 $31,577 $ 393,988 $452,937 $21,259 $5,810 ======== ======== ======= ======= ========= ======== ======= ====== Analysis of Trust Share Transactions: Sold............ 11,984 4,233 848 590 10,835 9,353 1,377 526 Reinvested...... 1,788 1,245 145 251 4,228 1,749 75 22 Redeemed........ (5,757) (1,847) (867) (625) (5,305) (1,830) (242) (5) -------- -------- ------- ------- --------- -------- ------- ------ Net increase in shares outstanding...... 8,015 3,631 126 216 9,758 9,272 1,210 543 ======== ======== ======= ======= ========= ======== ======= ====== (*) Commencement of operations See notes to financial statements. 47 STATEMENT OF CHANGES IN NET ASSETS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) American Leaders Large Cap Large Cap Large Cap Value Value CORE Value Large/Mid Cap Value ------------------------- ------------------------------- ---------------- ------------------------------- Period from Period from Period from Year Ended Year Ended Year Ended August 31, 1999(*) June 30, 2000(*) Year Ended August 31, 1999(*) December 31, December 31, December 31, to December 31, to December 31, December 31, to December 31, 2000 1999 2000 1999 2000 2000 1999 ------------ ------------ ------------ ------------------ ---------------- ------------ ------------------ INCREASE (DECREASE) IN NET ASSETS From Operations Net investment income.......... $ 3,416 $ 2,774 $ 168 $ 21 $ 34 $ 90 $ 17 Net realized gain on sales of investments..... 7,226 7,671 79 100 18 103 11 Change in net unrealized appreciation (depreciation) of Investments..... 11,967 (7,556) 627 70 373 1,310 221 Futures......... (8) 8 -------- -------- ------- ------ ------ ------- ------ Net increase (decrease) in net assets resulting from operations...... 22,609 2,889 866 199 425 1,503 249 Distributions to Shareholders From: Net investment income.......... (3,459) (2,733) (169) (19) (34) (91) (15) In excess of net investment income.......... (6) Realized gain on investments..... (7,200) (7,756) (93) (82) (18) (106) (11) In excess of realized gain... (131) (28) (59) (4) (71) (4) Capital paid in. (90) (14) (9) -------- -------- ------- ------ ------ ------- ------ Decrease in net assets resulting from distributions... (10,886) (10,517) (335) (114) (52) (268) (30) Trust Share Transactions Proceeds from shares sold..... 73,820 64,676 11,275 6,323 6,694 8,712 5,905 Distributions reinvested...... 10,886 10,517 335 114 51 268 30 Payment for shares redeemed. (47,743) (35,081) (348) (151) (1,089) (588) (53) -------- -------- ------- ------ ------ ------- ------ Increase from trust share transactions.... 36,963 40,112 11,262 6,286 5,656 8,392 5,882 -------- -------- ------- ------ ------ ------- ------ NET INCREASE (DECREASE) IN NET ASSETS........... 48,686 32,484 11,793 6,371 6,029 9,627 6,101 NET ASSETS Beginning of Period.......... 155,849 123,365 6,371 6,101 -------- -------- ------- ------ ------ ------- ------ End of Period... $204,535 $155,849 $18,164 $6,371 $6,029 $15,728 $6,101 ======== ======== ======= ====== ====== ======= ====== Analysis of Trust Share Transactions: Sold............ 5,462 4,383 1,118 630 662 806 588 Reinvested...... 780 774 33 12 4 24 3 Redeemed........ (3,569) (2,404) (35) (15) (103) (56) (5) -------- -------- ------- ------ ------ ------- ------ Net increase in shares outstanding...... 2,673 2,753 1,116 627 563 774 586 ======== ======== ======= ====== ====== ======= ====== (*) Commencement of operations See notes to financial statements. 48 STATEMENT OF CHANGES IN NET ASSETS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) Money Market Mid Cap Value Small/Mid Cap Growth Bond Index ------------------------- ------------------------- ------------------------- ------------------------- Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, 2000 1999 2000 1999 2000 1999 2000 1999 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ INCREASE (DECREASE) IN NET ASSETS From Operations Net investment income (loss)... $ 24,827 $ 19,133 $ 433 $ 584 $ (366) $ (497) $ 3,295 $ 2,119 Net realized gain (loss) on sales of investments..... 12,793 (2,104) 18,384 26,575 (532) (186) Change in net unrealized appreciation (depreciation) of investments.. 13,928 5,960 (2,257) (17,156) 2,964 (2,724) -------- -------- -------- ------- -------- -------- ------- ------- Net increase (decrease) in net assets resulting from operations...... 24,827 19,133 27,154 4,440 15,761 8,922 5,727 (791) Distributions to Shareholders From: Net investment income.......... (25,112) (19,133) (434) (580) (26,069) (3,317) (2,057) In excess of net investment income.......... Realized gain on investments..... (3,233) (17,683) (1,884) In excess of realized gain... (9,663) (1,947) Capital paid in. -------- -------- -------- ------- -------- -------- ------- ------- Decrease in net assets resulting from distributions... (25,112) (19,133) (13,330) (580) (19,630) (27,953) (3,317) (2,057) Capital Contribution..... 284 Trust Share Transactions Proceeds from shares sold..... 582,795 557,157 46,034 29,586 35,984 22,355 45,465 14,617 Distributions reinvested...... 25,121 19,133 13,330 580 19,630 27,953 1,488 2,057 Payment for shares redeemed. (562,297) (520,250) (36,105) (36,696) (43,666) (42,678) (23,031) (3,391) -------- -------- -------- ------- -------- -------- ------- ------- Increase (decrease) from trust share transactions.... 45,619 56,040 23,259 (6,530) 11,948 7,630 23,922 13,283 -------- -------- -------- ------- -------- -------- ------- ------- NET INCREASE (DECREASE) IN NET ASSETS........... 45,618 56,040 37,083 (2,670) 8,079 (11,401) 26,332 10,435 NET ASSETS Beginning of Period.......... 451,235 395,195 92,150 94,820 181,931 193,332 38,436 28,001 -------- -------- -------- ------- -------- -------- ------- ------- End of Period... $496,853 $451,235 $129,233 $92,150 $190,010 $181,931 $64,768 $38,436 ======== ======== ======== ======= ======== ======== ======= ======= Analysis of Trust Share Transactions: Sold............ 58,279 55,717 3,243 2,380 2,392 1,398 4,808 1,516 Reinvested...... 2,512 1,913 935 48 1,474 2,105 158 213 Redeemed........ (56,230) (52,025) (2,571) (2,997) (2,963) (2,669) (2,443) (352) -------- -------- -------- ------- -------- -------- ------- ------- Net increase (decrease) in shares outstanding...... 4,561 5,605 1,607 (569) 903 834 2,523 1,377 ======== ======== ======== ======= ======== ======== ======= ======= See notes to financial statements. 49 STATEMENT OF CHANGES IN NET ASSETS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) Large Cap Aggressive Growth Small/Mid Cap CORE Small/Mid Cap Value -------------------------------- ------------------------- -------------------------------- Period from Period from Year Ended August 31, 1999 (*) Year Ended Year Ended Year Ended August 31, 1999 (*) December 31, to December 31, December 31, December 31, December 31, to December 31, 2000 1999 2000 1999 2000 1999 ------------ ------------------- ------------ ------------ ------------ ------------------- INCREASE (DECREASE) IN NET ASSETS From Operations Net investment income (loss).... $ (88) $ (15) $ 91 $ 18 $ 18 $ (2) Net realized gain (loss) on sales of investments... (648) 133 669 714 3,781 190 Change in net unrealized appreciation (depreciation) of Investments...... (5,205) 2,120 (561) 578 (223) 80 Foreign currency translation...... Futures.......... 25 7 ------- ------- ------- ------ ------- ------ Net increase (decrease) in net assets resulting from operations.. (5,941) 2,238 224 1,317 3,576 268 Distributions to Shareholders From: Net investment income........... (90) (18) (17) In excess of net investment income........... Realized gain on investments...... (28) (93) (671) (715) (3,779) (185) In excess of realized gain.... (168) (102) Capital paid in.. (284) (53) ------- ------- ------- ------ ------- ------ Decrease in net assets resulting from distributions.... (480) (93) (916) (733) (3,796) (185) Trust Share Transactions Proceeds from shares sold...... 24,586 12,920 22,514 5,301 21,624 5,326 Distributions reinvested....... 481 93 669 733 3,796 185 Payment for shares redeemed.. (7,476) (84) (9,103) (3,385) (1,334) (24) ------- ------- ------- ------ ------- ------ Increase (decrease) from trust share transactions.... 17,591 12,929 14,080 2,649 24,086 5,487 ------- ------- ------- ------ ------- ------ NET INCREASE (DECREASE) IN NET ASSETS............ 11,170 15,074 13,388 3,233 23,866 5,570 NET ASSETS Beginning of Period........... 15,074 8,248 5,015 5,570 ------- ------- ------- ------ ------- ------ End of Period.... $26,244 $15,074 $21,636 $8,248 $29,436 $5,570 ======= ======= ======= ====== ======= ====== Analysis of Trust Share Transactions: Sold............. 2,136 1,262 2,174 557 1,733 533 Reinvested....... 51 8 70 80 339 19 Redeemed......... (692) (7) (880) (353) (107) (2) ------- ------- ------- ------ ------- ------ Net increase (decrease) in shares outstanding....... 1,495 1,263 1,364 284 1,965 550 ======= ======= ======= ====== ======= ====== Real Estate Equity ------------------------- Year Ended Year Ended December 31, December 31, 2000 1999 ------------ ------------ INCREASE (DECREASE) IN NET ASSETS From Operations Net investment income (loss).... $ 8,456 $ 8,880 Net realized gain (loss) on sales of investments... 4,057 (5,679) Change in net unrealized appreciation (depreciation) of Investments...... 25,633 (5,829) Foreign currency translation...... 1 Futures.......... ------------ ------------ Net increase (decrease) in net assets resulting from operations.. 38,147 (2,628) Distributions to Shareholders From: Net investment income........... (8,456) (8,957) In excess of net investment income........... (404) Realized gain on investments...... (649) In excess of realized gain.... (3,328) Capital paid in.. (1,440) ------------ ------------ Decrease in net assets resulting from distributions.... (14,277) (8,957) Trust Share Transactions Proceeds from shares sold...... 51,873 19,688 Distributions reinvested....... 14,277 8,957 Payment for shares redeemed.. (57,423) (43,635) ------------ ------------ Increase (decrease) from trust share transactions.... 8,727 (14,990) ------------ ------------ NET INCREASE (DECREASE) IN NET ASSETS............ 32,597 (26,575) NET ASSETS Beginning of Period........... 126,214 152,789 ------------ ------------ End of Period.... $158,811 $126,214 ============ ============ Analysis of Trust Share Transactions: Sold............. 4,031 1,643 Reinvested....... 1,085 756 Redeemed......... (4,499) (3,662) ------------ ------------ Net increase (decrease) in shares outstanding....... 617 (1,263) ============ ============ (*) Commencement of operations See notes to financial statements. 50 STATEMENT OF CHANGES IN NET ASSETS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) Growth & Income Managed Short-Term Bond Small Cap Equity ------------------------- ------------------------- ------------------------- ------------------------- Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, 2000 1999 2000 1999 2000 1999 2000 1999 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ INCREASE (DECREASE) IN NET ASSETS From Operations Net investment income........... $ 32,578 $ 38,514 $ 91,310 $ 92,042 $ 4,615 $ 4,503 $ 920 $ 501 Net realized gain (loss) on sales of investments... 445,349 516,452 237,169 287,125 (582) (1,350) 4,551 950 Change in net unrealized appreciation (depreciation) of Investments...... (990,353) 38,349 (319,332) (97,986) 1,702 (1,085) (12,268) (3,703) Foreign currency translation...... (11,297) 11,252 Futures.......... 1,645 (316) ---------- ---------- ---------- ---------- ------- -------- ------- -------- Net increase (decrease) in net assets resulting from operations.. (512,426) 593,315 (505) 292,117 5,735 2,068 (6,797) (2,252) Distributions to Shareholders From: Net investment income........... (33,412) (37,895) (93,117) (89,766) (4,591) (4,483) (1,004) (419) In excess of net investment income........... Realized gain on investments...... (519,555) (444,028) (235,437) (236,198) (990) (92) In excess of realized gain.... (25,745) (1,431) (1,087) Capital paid in . (44,762) (2,130) ---------- ---------- ---------- ---------- ------- -------- ------- -------- Decrease in net assets resulting from distributions.... (623,474) (481,923) (328,554) (325,964) (4,591) (4,483) (5,555) (1,598) Trust Share Transactions Proceeds from shares sold...... 110,896 271,718 66,759 229,925 29,529 33,554 33,823 26,942 Distributions reinvested....... 623,473 481,923 328,531 325,964 4,591 4,483 5,555 1,598 Payment for shares redeemed.. (492,322) (316,977) (501,356) (393,033) (23,999) (43,972) (25,895) (19,885) ---------- ---------- ---------- ---------- ------- -------- ------- -------- Increase (decrease) from trust share transactions.... 242,047 436,664 (106,066) 162,856 10,121 (5,935) 13,483 8,655 ---------- ---------- ---------- ---------- ------- -------- ------- -------- NET INCREASE (DECREASE) IN NET ASSETS............ (893,853) 548,056 (435,125) 129,009 11,265 (8,350) 1,131 4,805 NET ASSETS Beginning of Period........... 4,218,841 3,670,785 3,430,919 3,301,910 68,844 77,194 68,900 64,095 ---------- ---------- ---------- ---------- ------- -------- ------- -------- End of Period.... $3,324,988 $4,218,841 $2,995,794 $3,430,919 $80,109 $ 68,844 $70,031 $ 68,900 ========== ========== ========== ========== ======= ======== ======= ======== Analysis of Trust Share Transactions: Sold............. 5,816 13,198 4,373 14,370 3,035 3,382 3,114 2,410 Reinvested....... 43,333 24,670 23,203 21,188 472 455 614 152 Redeemed......... (25,508) (15,364) (32,979) (24,638) (2,466) (4,438) (2,378) (1,782) ---------- ---------- ---------- ---------- ------- -------- ------- -------- Net increase (decrease) in shares outstanding....... 23,641 22,504 (5,403) 10,920 1,041 (601) 1,350 780 ========== ========== ========== ========== ======= ======== ======= ======== See notes to financial statements. 51 STATEMENT OF CHANGES NET ASSETS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) International Opportunities Equity Index High Yield Bond Global Bond ------------------------- ------------------------- ------------------------- ------------------------- Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, 2000 1999 2000 1999 2000 1999 2000 1999 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ INCREASE (DECREASE) IN NET ASSETS From Operations Net investment income.......... $ 465 $ 518 $ 5,723 $ 4,679 $ 2,175 $ 1,357 $ 3,081 $ 3,346 Net realized gain (loss) on sales of investments..... 4,855 4,853 18,724 14,409 (518) (275) (126) (178) Change in net unrealized appreciation (depreciation) of Investments..... (22,685) 15,077 (76,321) 45,659 (4,604) (223) 6,101 (5,951) Foreign currency translation..... (3) (7) (1,596) 1,134 Futures......... (928) 99 (90) 75 -------- -------- -------- -------- ------- -------- ------- ------- Net increase (decrease) in net assets resulting from operations...... (17,368) 20,441 (52,802) 64,846 (2,947) 859 7,370 (1,574) Distributions to Shareholders From: Net investment income.......... (423) (565) (5,292) (4,536) (2,186) (1,323) (4,040) (3,871) In excess of net investment income.......... (2) Realized gain on investments..... (4,722) (4,642) (20,438) (13,884) In excess of realized gain... (390) (180) (231) Capital paid in. (749) (555) -------- -------- -------- -------- ------- -------- ------- ------- Decrease in net assets resulting from distributions... (6,284) (5,389) (26,516) (18,420) (2,186) (1,323) (4,040) (3,871) Trust Share Transactions Proceeds from shares sold..... 81,609 34,115 226,311 220,255 22,157 18,264 11,709 29,103 Shares issued in reorganization (Note F)........ 22,528 Distributions reinvested...... 6,285 5,389 26,516 18,420 2,227 1,323 4,046 3,871 Payment for shares redeemed. (46,530) (39,012) (99,146) (66,383) (13,194) (13,991) (21,603) (23,329) -------- -------- -------- -------- ------- -------- ------- ------- Increase (decrease) from trust share transactions.... 63,892 492 153,681 172,292 11,190 5,596 (5,848) 9,645 -------- -------- -------- -------- ------- -------- ------- ------- NET INCREASE (DECREASE) IN NET ASSETS........... 40,240 15,544 74,363 218,718 6,057 5,132 (2,518) 4,200 NET ASSETS Beginning of Period.......... 79,794 64,250 451,296 232,578 19,921 14,789 70,991 66,791 -------- -------- -------- -------- ------- -------- ------- ------- End of Period... $120,034 $ 79,794 $525,659 $451,296 $25,978 $ 19,921 $68,473 $70,991 ======== ======== ======== ======== ======= ======== ======= ======= Analysis of Trust Share Transactions: Sold............ 5,776 2,657 11,361 11,477 2,663 2,003 1,168 2,816 Shares issued in reorganization (Note F)........ 1,947 Reinvested...... 536 388 1,473 939 273 146 401 382 Redeemed........ (3,390) (3,046) (5,101) (3,495) (1,610) (1,534) (2,176) (2,269) -------- -------- -------- -------- ------- -------- ------- ------- Net increase (decrease) in shares outstanding...... 4,869 (1) 7,733 8,921 1,326 615 (607) 929 ======== ======== ======== ======== ======= ======== ======= ======= See notes to financial statements. 52 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- Selected data for each share of beneficial interest outstanding throughout the year end indicated: Income from Investment Operations Less Distributions --------------------------------------- ------------------------------------------------------- Net Realized Net Asset Net and Total Distribution Distribution Distribution in Distributions Value at Investment Unrealized From From Net From Net Excess of From Beginning Income Gain (Loss) Investment Investment Gains on Net Investment Capital of Period (Loss) on Investments(a) Operations Income Investments Income/Gains Paid in --------- ---------- ----------------- ---------- ------------ ------------ --------------- ------------- Large Cap Growth Year Ended December 31, 2000............ $27.33 $0.03 $(4.89) $(4.86) $(0.04) $(2.69) $(0.78) $(0.07) 1999............ 26.19 0.09 6.03 6.12 (0.09) (4.89) -- -- 1998............ 20.82 0.14 8.05 8.19 (0.14) (2.68) -- -- 1997............ 17.49 0.17 5.21 5.38 (0.17) (1.88) -- -- 1996............ 17.37 0.25 2.89 3.14 (0.25) (2.77) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Fundamental Growth Year Ended December 31, 2000 (c)........ 14.42 (0.02) (0.44) (0.46) -- (0.76) (0.65) (0.03) Period from August 31, to December 31, 1999 (e)........ 10.00 (0.02) 5.34 5.32 -- (0.90) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Aggressive Balanced Year Ended December 31, 2000............ 10.62 0.19 (0.35) (0.16) (0.19) (0.02) (0.01) -- Period from August 31, to December 31, 1999 (e)........ 10.00 0.06 0.64 0.70 (0.05) (0.03) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Active Bond Year Ended December 31, 2000............ 9.12 0.64 0.28 0.92 (0.60) -- -- -- 1999............ 9.92 0.67 (0.76) (0.09) (0.71) -- -- -- 1998............ 9.95 0.69 0.11 0.80 (0.69) (0.14) -- -- 1997............ 9.77 0.71 0.24 0.95 (0.71) (0.06) -- -- 1996............ 10.13 0.69 (0.31) 0.38 (0.69) (0.05) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ CORE Bond Period from June 30, to December 31, 2000 (e)........ 10.00 0.32 0.37 0.69 (0.31) (0.05) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Emerging Markets Equity Year Ended December 31, 2000............ 12.26 (0.02) (4.91) (4.93) -- (0.62) -- (0.01) 1999 (k)........ 7.09 0.03 5.35 5.38 (0.01) (0.10) (0.42) -- Period from May 1, to December 31, 1998 (e)........ 10.00 0.03 (2.91) (2.88) (0.02) -- -- (0.01) - ------------------------------------------------------------------------------------------------------------------------------------ Ratios/Supplemental Data -------------------------------------------- Number of Net Net Asset Shares Net Assets Operating Investment Value at Outstanding Total End of Period Expenses to Income (Loss) Total Capital End (000's Investment (000's Average to Average Distributions Contributions of Period Omitted) Return(b) Omitted) Net Assets Net Assets ------------- ------------- --------- ----------- ------------- ------------- --------------- ------------- Large Cap Growth Year Ended December 31, 2000............ $(3.58) -- $18.89 60,719 (17.89)% $1,146,787 0.46% 0.10% 1999............ (4.98) -- 27.33 50,580 24.07% 1,382,473 0.39% 0.33% 1998............ (2.82) -- 26.19 43,016 39.51% 1,126,764 0.41% 0.59% 1997............ (2.05) -- 20.82 36,236 30.89% 754,398 0.44% 0.86% 1996............ (3.02) -- 17.49 29,965 18.27% 524,145 0.44% 1.35% - ------------------------------------------------------------------------------------------------------------------------------ Fundamental Growth Year Ended December 31, 2000 (c)........ (1.44) -- 12.52 3,684 (3.03)% 46,114 0.96%(d) (0.38)% Period from August 31, to December 31, 1999 (e)........ (0.90) -- 14.42 636 54.57%(f) 9,175 0.95%(d)(g) (0.55)%(g) - ------------------------------------------------------------------------------------------------------------------------------ Aggressive Balanced Year Ended December 31, 2000............ (0.22) -- 10.24 2,046 (1.53)% 20,941 0.78%(h) 1.87% Period from August 31, to December 31, 1999 (e)........ (0.08) -- 10.62 1,119 7.09%(f) 11,883 0.78%(g)(h) 1.68%(g) - ------------------------------------------------------------------------------------------------------------------------------ Active Bond Year Ended December 31, 2000............ (0.60) -- 9.44 89,197 10.45% 842,299 0.41%(i) 6.98% 1999............ (0.71) -- 9.12 93,200 (0.94)% 850,286 0.28% 6.97% 1998............ (0.83) -- 9.92 91,429 8.23% 907,121 0.29% 6.84% 1997............ (0.77) -- 9.95 80,789 10.11% 803,770 0.31% 7.18% 1996............ (0.74) -- 9.77 74,315 4.10% 726,111 0.29% 7.07% - ------------------------------------------------------------------------------------------------------------------------------ CORE Bond Period from June 30, to December 31, 2000 (e)........ (0.36) -- 10.33 525 7.00%(f) 5,428 0.75%(g) 16.09%(g) - ------------------------------------------------------------------------------------------------------------------------------ Emerging Markets Equity Year Ended December 31, 2000............ (0.63) -- 6.70 4,629 (40.11)% 31,010 1.32%(j) (0.28)% 1999 (k)........ (0.53) $0.32 12.26 2,658 81.37%(12) 32,596 1.39%(j) 0.19% Period from May 1, to December 31, 1998 (e)........ (0.03) -- 7.09 1,032 (28.87)%(f) 7,310 1.55%(g)(j) 0.51%(g) - ------------------------------------------------------------------------------------------------------------------------------- Portfolio Turnover Rate --------- Large Cap Growth Year Ended December 31, 2000............ 89.30% 1999............ 37.42% 1998............ 56.41% 1997............ 83.82% 1996............ 135.98% - ---------------------------------------------- Fundamental Growth Year Ended December 31, 2000 (c)........ 250.46% Period from August 31, to December 31, 1999 (e)........ 61.66%(f) - ---------------------------------------------- Aggressive Balanced Year Ended December 31, 2000............ 164.89% Period from August 31, to December 31, 1999 (e)........ 70.28%(f) - ---------------------------------------------- Active Bond Year Ended December 31, 2000............ 164.34% 1999............ 182.90% 1998............ 228.74% 1997............ 138.29% 1996............ 119.12% - ---------------------------------------------- CORE Bond Period from June 30, to December 31, 2000 (e)........ 131.71%(f) - ---------------------------------------------- Emerging Markets Equity Year Ended December 31, 2000............ 103.90% 1999 (k)........ 196.32% Period from May 1, to December 31, 1998 (e)........ 53.95%(f) - ---------------------------------------------- 53 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- Selected data for each share of beneficial interest outstanding throughout the year end indicated: Income from Investment Operations Less Distributions --------------------------------------- ------------------------------------------------------- Net Realized Net Asset Net and Total Distribution Distribution Distribution in Distributions Value at Investment Unrealized From From Net From Net Excess of From Beginning Income Gain (Loss) Investment Investment Gains on Net Investment Capital of Period (Loss) on Investments(a) Operations Income Investments Income/Gains Paid in --------- ---------- ----------------- ---------- ------------ ------------ --------------- ------------- International Equity Index Year Ended December 31, 2000............ $19.64 $0.23 $(3.64) $(3.41) $(0.18) $(0.59) -- $(0.07) 1999............ 15.56 0.21 4.51 4.72 (0.21) (0.38) $(0.05) -- 1998............ 15.20 0.23 2.91 3.14 (0.23) (2.55) -- -- 1997............ 16.83 0.13 (0.97) (0.84) (0.13) (0.66) -- -- 1996............ 15.61 0.21 1.22 1.43 (0.21) -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- International Equity Year ended December 31, 2000............ 11.95 0.06 (1.78) (1.72) (0.04) (0.30) (0.04) -- Period from August 31, to December 31, 1999 (e)........ 10.00 0.01 2.12 2.13 (0.01) (0.17) -- -- - ----------------------------------------------------------------------------------------------------------------------------- Small Cap Growth Year ended December 31, 2000............ 19.12 (0.02) (4.16) (4.18) -- (0.12) -- (1.35) 1999............ 12.99 (0.21) 9.06 8.85 -- (2.72) -- -- 1998............ 11.34 (0.05) 1.70 1.65 -- -- -- -- 1997............ 9.93 (0.02) 1.44 1.42 -- -- -- (0.01) Period from May 1, to December 31, 1996 (e).... 10.00 0.01 (0.06) (0.05) (0.02) -- -- -- - ----------------------------------------------------------------------------------------------------------------------------- Global Balanced Year ended December 31, 2000 (o)........ 10.71 0.23 (1.20) (0.97) (0.24) (0.01) (0.10) (0.12) 1999............ 11.12 0.29 0.25 0.54 (0.29) (0.44) (0.16) (0.06) 1998............ 10.11 0.34 1.44 1.78 (0.34) (0.42) -- (0.01) 1997............ 10.39 0.33 (0.05) 0.28 (0.33) (0.22) -- (0.01) Period from May 1, to December 31, 1996 (e).... 10.00 0.24 0.41 0.65 (0.24) (0.02) -- -- - ----------------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data -------------------------------------------------------- Number of Net Net Asset Shares Net Assets Operating Investment Value at Outstanding Total End of Period Expenses to Income (Loss) Portfolio Total End (000's Investment (000's Average to Average Turnover Distributions of Period Omitted) Return(b) Omitted) Net Assets Net Assets Rate ------------- --------- ----------- ------------- ------------- --------------- ------------- ------------ International Equity Index Year Ended December 31, 2000............ $(0.84) $15.39 12,668 (17.42)% $195,012 0.28%(l) 1.40% 14.86% 1999............ (0.64) 19.64 12,421 30.87% 244,017 0.31%(l) 1.26% 19.01% 1998............ (2.78) 15.56 11,127 20.82% 173,137 0.56%(l) 1.45% 158.63% 1997............ (0.79) 15.20 10,024 (5.03)% 152,359 0.79% 0.78% 83.13% 1996............ (0.21) 16.83 9,254 9.19% 155,753 0.76% 1.30% 92.03% - ----------------------------------------------------------------------------------------------------------------------------- International Equity Year ended December 31, 2000............ (0.38) 9.85 1,595 (14.37)% 15,716 1.10%(m) 0.53% 75.41% Period from August 31, to December 31, 1999 (e)........ (0.18) 11.95 1,040 21.49%(f) 12,430 1.10%(g)(m) 0.21%(g) 26.76%(f) - ----------------------------------------------------------------------------------------------------------------------------- Small Cap Growth Year ended December 31, 2000............ (1.47) 13.47 17,409 (21.43)% 234,542 0.82% (0.50)% 97.73% 1999............ (2.72) 19.12 9,394 70.38% 179,570 0.89% (0.70)% 113.11% 1998............ -- 12.99 5,763 14.49% 74,849 1.00%(n) (0.65)% 101.16% 1997............ (0.01) 11.34 4,298 14.26% 48,761 1.00%(n) (0.28)% 86.23% Period from May 1, to December 31, 1996 (e).... (0.02) 9.93 2,077 (0.50)%(f) 20,633 1.00%(g)(n) 0.12%(g) 50.93%(f) - ----------------------------------------------------------------------------------------------------------------------------- Global Balanced Year ended December 31, 2000 (o)........ (0.47) 9.27 3,076 (9.08)% 28,527 0.98%(p) 2.32% 171.38% 1999............ (0.95) 10.71 2,950 5.11% 31,577 1.00%(p) 2.73% 131.21% 1998............ (0.77) 11.12 2,734 17.99% 30,416 1.10%(p) 3.20% 103.55% 1997............ (0.56) 10.11 2,514 2.65% 25,420 1.10%(p) 3.18% 81.04% Period from May 1, to December 31, 1996 (e).... (0.26) 10.39 2,319 6.73%(f) 24,098 1.10%(g)(p) 3.59%(g) 22.21%(f) - ----------------------------------------------------------------------------------------------------------------------------- 54 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- Selected data for each share of beneficial interest outstanding throughout the year end indicated: Income from Investment Operations Less Distributions ------------------------------------ ----------------------------------------------------- Net Realized Net Asset Net and Distribution Distribution Distribution Value at Investment Unrealized Total From From Net From Net in Excess of Distribution Beginning Income Gain (Loss) on Investment Investment Gains on Net Investment From Capital of Period (Loss) Investments(a) Operations Income Investments Income/Gains Paid in --------- ---------- -------------- ---------- ------------ ------------ -------------- ------------ Mid Cap Growth Year ended December 31, 2000............ $29.22 $(0.05) $(10.49) $(10.54) -- $(0.41) $(1.61) $(1.06) 1999............ 15.12 (0.19) 17.70 17.51 -- (3.41) -- -- 1998............ 11.93 (0.09) 4.75 4.66 -- (1.32) -- (0.15) 1997............ 10.22 (0.02) 1.73 1.71 -- -- -- -- Period from May 1, to December 31, 1996 (e).... 10.00 0.05 0.22 0.27 $(0.05) -- -- -- - ---------------------------------------------------------------------------------------------------------------------------- Mid Cap Blend Year ended December 31, 2000............ 10.70 0.04 1.93 1.97 (0.04) (0.24) (0.27) -- Period from August 31, to December 31, 1999 (e)........ 10.00 0.03 1.10 1.13 (0.03) (0.40) -- -- - ---------------------------------------------------------------------------------------------------------------------------- Large Cap Value Year ended December 31, 2000............ 13.49 0.27 1.45 1.72 (0.28) (0.53) (0.01) (0.01) 1999............ 14.02 0.27 0.18 0.45 (0.27) (0.71) -- -- 1998............ 13.57 0.28 0.96 1.24 (0.28) (0.51) -- -- 1997............ 11.09 0.29 2.84 3.13 (0.29) (0.36) -- -- Period from May 1, to December 31, 1996 (e).... 10.00 0.16 1.22 1.38 (0.16) (0.13) -- -- - ---------------------------------------------------------------------------------------------------------------------------- Large Cap Value CORE Year ended December 31, 2000............ 10.16 0.15 0.36 0.51 (0.15) (0.06) (0.03) ((0.01) Period from August 31, to December 31, 1999 (e)........ 10.00 0.04 0.31 0.35 (0.03) (0.14) (0.01) (0.01) - ---------------------------------------------------------------------------------------------------------------------------- American Leaders Large Cap Value Period from June 30, to December 31, 2000 (e).... 10.00 0.06 0.74 0.80 (0.06) (0.03) -- -- - ---------------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data -------------------------------------------------------- Number of Net Net Asset Shares Net Assets Operating Investment Value at Outstanding Total End of Period Expenses to Income (Loss) Portfolio Total End (000's Investment (000's Average to Average Turnover Distributions of Period Omitted) Return(b) Omitted) Net Assets Net Assets Rate ------------- --------- ----------- ------------ ------------- --------------- ------------- ------------ Mid Cap Growth Year ended December 31, 2000............ $(3.08) $15.60 25,254 (35.86)% $393,988 0.85% (0.43)% 140.94% 1999............ (3.41) 29.22 15,496 118.31% 452,937 0.93% (0.68)% 106.06% 1998............ (1.47) 15.12 6,224 39.07% 94,085 1.10%(q) (0.64)% 137.01% 1997............ -- 11.93 3,374 16.66% 40,235 1.10%(q) (0.26)% 124.04% Period from May 1, to December 31, 1996 (e).... (0.05) 10.22 1,613 2.69%(f) 16,492 1.10%(g)(q) 0.92%(g) 71.25%(f) - ---------------------------------------------------------------------------------------------------------------------------- Mid Cap Blend Year ended December 31, 2000............ (0.55) 12.12 1,753 18.58% 21,259 0.85%(r) 0.44% 138.64% Period from August 31, to December 31, 1999 (e)........ (0.43) 10.70 543 11.53%(f) 5,810 0.85%(g)(r) 0.82%(g) 55.68%(f) - ---------------------------------------------------------------------------------------------------------------------------- Large Cap Value Year ended December 31, 2000............ (0.83) 14.38 14,225 12.97% 204,535 0.78% 2.04% 42.12% 1999............ (0.98) 13.49 11,552 3.28% 155,849 0.85% 1.88% 32.62% 1998............ (0.79) 14.02 8,799 9.26% 123,365 0.92% 2.08% 18.46% 1997............ (0.65) 13.57 5,399 28.56% 73,269 1.00%(s) 2.42% 19.21% Period from May 1, to December 31, 1996 (e).... (0.29) 11.09 1,784 13.90%(f) 19,781 1.00%(g)(s) 2.74%(g) 19.95%(f) - ---------------------------------------------------------------------------------------------------------------------------- Large Cap Value CORE Year ended December 31, 2000............ (0.25) 10.42 1,743 5.12% 18,164 0.85%(t) 1.54% 59.15% Period from August 31, to December 31, 1999 (e)........ (0.19) 10.16 627 3.58%(f) 6,371 0.85%(g)(t) 1.13%(g) 30.90%(f) - ---------------------------------------------------------------------------------------------------------------------------- American Leaders Large Cap Value Period from June 30, to December 31, 2000 (e).... (0.09) 10.71 563 8.02%(f) 6,029 0.85%(g) 1.22%(g) 17.16%(f) - ---------------------------------------------------------------------------------------------------------------------------- 55 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- Selected data for each share of beneficial interest outstanding throughout the year end indicated: Income from Investment Operations Less Distributions --------------------------------------- ----------------------------------------------------- Net Realized Net Asset and Distribution Distribution Distribution Value at Net Unrealized Total From From Net From Net in Excess of Distribution Beginning Investment Gain/(Loss) on Investment Investment Gains on Net Investment From Capital of Period Income/(Loss) Investments(a) Operations Income Investments Income/Gains Paid in --------- ------------- -------------- ---------- ------------ ------------ -------------- ------------ Large/Mid Cap Value Year ended December 31, 2000............ $10.42 $ 0.09 $ 1.30 $ 1.39 $(0.10) $(0.08) $(0.06) -- Period from August 31, to December 31, 1999 (e)........ 10.00 0.03 0.45 0.48 (0.03) (0.02) (0.01) -- - ------------------------------------------------------------------------------------------------------------------------------------ Money Market Year ended December 31, 2000............ 10.00 0.60 -- 0.60 (0.60) -- -- $(0.01) 1999............ 10.00 0.45 -- 0.45 (0.45) -- -- -- 1998............ 10.00 0.53 -- 0.53 (0.53) -- -- -- 1997............ 10.00 0.53 -- 0.53 (0.53) -- -- -- 1996............ 10.00 0.52 -- 0.52 (0.52) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Mid Cap Value Year ended December 31, 2000............ 12.78 0.06 3.51 3.57 (0.06) (0.41) (1.23) -- 1999............ 12.19 0.08 0.59 0.67 (0.08) -- -- -- 1998............ 13.87 0.11 (1.68) (1.57) (0.11) -- -- -- 1997............ 11.35 0.05 3.59 3.64 (0.05) (1.07) -- -- Period from May 1, to December 31, 1996 (e).... 10.00 0.04 1.57 1.61 (0.04) (0.22) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Small/Mid Cap Growth Year ended December 31, 2000............ 14.03 (0.02) 1.27 1.25 -- (1.43) (0.15) -- 1999............ 15.94 (0.07) 0.74 0.67 -- (2.41) -- (0.17) 1998............ 15.39 (0.02) 0.88 0.86 -- (0.31) -- -- 1997............ 16.52 0.01 0.56 0.57 (0.01) (1.69) -- -- 1996............ 13.18 0.02 3.99 4.01 (0.02) (0.65) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Ratios/Supplemental Data ------------------------------------------- Number of Net Net Asset Shares Net Assets Operating Investment Value at Outstanding Total End of Period Expenses to Income (Loss) Total Capital End (000's Investment (000's Average to Average Distributions Contributions of Period Omitted) Return(b) Omitted) Net Assets Net Assets ------------- ------------- --------- ----------- ------------ ------------- --------------- ------------- Large/Mid Cap Value Year ended December 31, 2000............ $(0.24) -- $11.57 1,360 13.41% $ 15,728 1.05%(u) 0.97% Period from August 31, to December 31, 1999 (e)........ (0.06) -- 10.42 586 4.72%(f) 6,101 1.05%(g)(u) 0.94%(g) - ------------------------------------------------------------------------------------------------------------------------------ Money Market Year ended December 31, 2000............ (0.61) $0.01 10.00 49,685 6.29%(v) 496,853 0.29% 6.05% 1999............ (0.45) -- 10.00 45,124 5.05% 451,235 0.31% 4.95% 1998............ (0.53) -- 10.00 39,519 5.40% 395,195 0.31% 5.29% 1997............ (0.53) -- 10.00 22,944 5.38% 229,443 0.33% 5.32% 1996............ (0.52) -- 10.00 21,324 5.32% 213,235 0.30% 5.20% - ------------------------------------------------------------------------------------------------------------------------------ Mid Cap Value Year ended December 31, 2000............ (1.70) -- 14.65 8,819 28.38% 129,233 0.87% 0.42% 1999............ (0.08) -- 12.78 7,212 5.52% 92,150 0.92% 0.64% 1998............ (0.11) -- 12.19 7,781 (11.33)% 94,820 0.96% 0.93% 1997............ (1.12) -- 13.87 4,686 32.17% 64,973 1.05%(w) 0.53% Period from May 1, to December 31, 1996 (e).... (0.26) -- 11.35 963 16.18%(f) 10,926 1.05%(g)(w) 0.69%(g) - ------------------------------------------------------------------------------------------------------------------------------ Small/Mid Cap Growth Year ended December 31, 2000............ (1.58) -- 13.70 13,866 9.25% 190,010 0.85% (0.20)% 1999............ (2.58) -- 14.03 12,963 5.15% 181,931 0.85% (0.27)% 1998............ (0.31) -- 15.94 12,129 5.61% 193,332 0.89% (0.11)% 1997............ (1.70) -- 15.39 13,884 3.44% 213,612 0.85% 0.09% 1996............ (0.67) -- 16.52 11,749 30.33% 194,108 0.84% 0.18% - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Turnover Rate --------- Large/Mid Cap Value Year ended December 31, 2000............ 86.97% Period from August 31, to December 31, 1999 (e)........ 23.03%(f) - -------------------------------------- Money Market Year ended December 31, 2000............ n/a 1999............ n/a 1998............ n/a 1997............ n/a 1996............ n/a - -------------------------------------- Mid Cap Value Year ended December 31, 2000............ 235.80% 1999............ 137.06% 1998............ 173.33% 1997............ 93.78% Period from May 1, to December 31, 1996 (e).... 62.99%(f) - -------------------------------------- Small/Mid Cap Growth Year ended December 31, 2000............ 103.19% 1999............ 172.58% 1998............ 162.21% 1997............ 331.19% 1996............ 217.84% - -------------------------------------- 56 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- Selected data for each share of beneficial interest outstanding throughout the year end indicated: Income from Investment Operations Less Distributions ------------------------------------ ----------------------------------------------------- Net Realized Net Asset and Distribution Distribution Distribution Value at Net Unrealized Total From From Net From Net in Excess of Distribution Beginning Investment Gain/(Loss) on Investment Investment Gains on Net Investment From Capital of Period Income Investments(a) Operations Income Investments Income/Gains Paid in --------- ---------- -------------- ---------- ------------ ------------ -------------- ------------ Bond Index Year ended December 31, 2000............ $ 9.32 $ 0.62 $ 0.43 $ 1.05 $(0.63) -- -- -- 1999............ 10.19 0.63 (0.89) (0.26) (0.61) -- -- -- Period from May 1, to December 31, 1998 (e).... 10.00 0.42 0.29 0.71 (0.42) $(0.10) -- -- - ------------------------------------------------------------------------------------------------------------------------------ Large Cap Aggressive Growth Year ended December 31, 2000............ 11.94 (0.03) (2.21) (2.24) -- (0.01) $(0.06) $(0.11) Period from August 31, to December 31, 1999 (e)........ 10.00 (0.01) 2.03 2.02 -- (0.08) -- -- - ------------------------------------------------------------------------------------------------------------------------------ Small/Mid Cap CORE Year ended December 31, 2000............ 9.82 0.05 0.39 0.44 (0.05) (0.32) (0.05) (0.02) 1999............ 9.02 0.02 1.77 1.79 (0.03) (0.96) -- -- Period from May 1, to December 31, 1998 (e).... 10.00 -- (0.98) (0.98) -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Small/Mid Cap Value Year ended December 31, 2000............ 10.13 0.01 3.37 3.38 (0.01) (1.80) -- -- Period from August 31, to December 31, 1999 (e)........ 10.00 -- 0.49 0.49 -- (0.36) -- -- - ------------------------------------------------------------------------------------------------------------------------------ Real Estate Equity Year ended December 31, 2000 (k)........ 11.47 0.76 2.73 3.49 (0.76) (0.06) (0.17) (0.30) 1999............ 12.46 0.78 (0.99) (0.21) (0.78) -- -- -- 1998............ 15.91 0.77 (3.38) (2.61) (0.70) (0.14) -- -- 1997............ 14.64 0.77 1.68 2.45 (0.71) (0.41) -- (0.06) 1996............ 11.70 0.76 2.97 3.73 (0.76) (0.03) -- -- - ------------------------------------------------------------------------------------------------------------------------------ Ratios/Supplemental Data --------------------------------------------------------- Number of Net Net Asset Shares Net Assets Operating Investment Value at Outstanding Total End of Period Expenses to Income (Loss) Portfolio Total End (000's Investment (000's Average to Average Turnover Distributions of Period Omitted) Return(b) Omitted) Net Assets Net Assets Rate ------------- --------- ----------- ------------- ------------- --------------- -------------- ------------ Bond Index Year ended December 31, 2000............ $(0.63) $ 9.74 6,648 11.81% $ 64,768 0.25%(x) 6.80% 33.14% 1999............ (0.61) 9.32 4,125 (2.57)% 38,436 0.29%(x) 6.56% 17.06% Period from May 1, to December 31, 1998 (e).... (0.52) 10.19 2,748 7.20%(f) 28,001 0.40%(g)(x) 6.17%(g) 21.09%(f) - ------------------------------------------------------------------------------------------------------------------------------ Large Cap Aggressive Growth Year ended December 31, 2000............ (0.18) 9.52 2,758 (18.77)% 26,244 1.00%(y) (0.37)% 75.97% Period from August 31, to December 31, 1999 (e)........ (0.08) 11.94 1,263 20.18%(f) 15,074 1.08%(g)(y) (0.39)%(g) 18.97%(f) - ------------------------------------------------------------------------------------------------------------------------------ Small/Mid Cap CORE Year ended December 31, 2000............ (0.44) 9.82 2,204 4.63% 21,636 0.90%(z) 0.56% 94.78% 1999............ (0.99) 9.82 840 20.54% 8,248 0.94%(z) 0.30% 109.12% Period from May 1, to December 31, 1998 (e).... -- 9.02 556 (9.81)%(f) 5,015 1.05%(g)(z) (0.01)%(g) 60.51%(f) - ------------------------------------------------------------------------------------------------------------------------------ Small/Mid Cap Value Year ended December 31, 2000............ (1.81) 11.70 2,515 34.19% 29,436 1.05%(1) 0.13% 220.80% Period from August 31, to December 31, 1999 (e)........ (0.36) 10.13 550 5.08%(f) 5,570 1.05%(g)(1) (0.12)%(g) 51.97%(f) - ------------------------------------------------------------------------------------------------------------------------------ Real Estate Equity Year ended December 31, 2000 (k)........ (1.29) 13.67 11,617 31.29% 158,811 0.76% 5.99% 58.81% 1999............ (0.78) 11.47 11,000 (1.69)% 126,214 0.70% 6.38% 12.95% 1998............ (0.84) 12.46 12,263 (16.71)% 152,789 0.69% 5.48% 22.69% 1997............ (1.18) 15.91 12,830 17.22% 204,131 0.69% 5.12% 20.04% 1996............ (0.79) 14.64 10,325 33.07% 151,105 0.69% 6.14% 18.37% - ------------------------------------------------------------------------------------------------------------------------------ 57 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- Selected data for each share of beneficial interest outstanding throughout the year end indicated: Income from Investment Operations Less Distributions ------------------------------------ ----------------------------------------------------- Net Realized Net Asset and Distribution Distribution Distribution Value at Net Unrealized Total From From Net From Net in Excess of Distribution Beginning Investment Gain/(Loss) on Investment Investment Gains on Net Investment From Capital of Period Income Investments(a) Operations Income Investments Income/Gains Paid in --------- ---------- -------------- ---------- ------------ ------------ -------------- ------------ Growth & Income Year ended December 31, 2000 (c)........ $20.01 $0.17 $(2.77) $(2.60) $(0.17) $(2.69) $(0.14) $(0.23) 1999............ 19.49 0.20 2.88 3.08 (0.20) (2.36) -- -- 1998............ 16.61 0.23 4.75 4.98 (0.23) (1.87) -- -- 1997............ 14.65 0.27 4.07 4.34 (0.27) (2.11) -- -- 1996............ 13.94 0.34 2.43 2.77 (0.34) (1.72) -- -- - ------------------------------------------------------------------------------------------------------------------------- Managed Year ended December 31, 2000 (o)........ 15.45 0.44 (0.45) (0.01) (0.44) (1.18) -- -- 1999............ 15.64 0.44 0.94 1.38 (0.43) (1.14) -- -- 1998............ 14.35 0.46 2.43 2.89 (0.46) (1.09) -- (0.05) 1997............ 13.35 0.59 1.86 2.45 (0.59) (0.78) -- (0.08) 1996............ 13.73 0.61 0.81 1.42 (0.61) (1.19) -- -- - ------------------------------------------------------------------------------------------------------------------------- Short-Term Bond Year ended December 31, 2000............ 9.72 0.61 0.14 0.75 (0.61) -- -- -- 1999............ 10.05 0.61 (0.33) 0.28 (0.61) -- -- -- 1998............ 10.08 0.61 (0.03) 0.58 (0.61) -- -- -- 1997............ 10.05 0.59 0.03 0.62 (0.59) -- -- -- 1996............ 10.23 0.54 (0.18) 0.36 (0.54) -- -- -- - ------------------------------------------------------------------------------------------------------------------------- Small Cap Equity Year ended December 31, 2000 (o)........ 10.92 0.14 (1.13) (0.99) (0.15) (0.14) (0.20) (0.30) 1999............ 11.59 0.09 (0.50) (0.41) (0.07) (0.01) (0.18) -- 1998............ 12.40 0.07 (0.81) (0.74) (0.07) -- -- -- 1997............ 10.73 0.08 2.66 2.74 (0.08) (0.99) -- -- Period from May 1, to December 31, 1996 (e).... 10.00 0.07 0.96 1.03 (0.07) (0.23) -- -- - ------------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data ----------------------------------------------------- Number of Net Net Asset Shares Net Assets Operating Investment Value at Outstanding Total End of Period Expenses Income to Portfolio Total End (000's Investment (000's to Average Average Turnover Distributions of Period Omitted) Return(b) Omitted) Net Assets Net Assets Rate ------------- --------- ----------- ------------ ------------- -------------- ----------- ------------ Growth & Income Year ended December 31, 2000 (c)........ $(3.23) $14.18 234,464 (13.10)% $3,324,988 0.40% 0.84% 112.94% 1999............ (2.56) 20.01 210,823 16.23% 4,218,841 0.28% 0.98% 70.16% 1998............ (2.10) 19.49 188,319 30.25% 3,670,785 0.27% 1.24% 48.45% 1997............ (2.38) 16.61 167,773 29.79% 2,785,964 0.28% 1.61% 74.56% 1996............ (2.06) 14.65 139,748 20.10% 2,047,927 0.27% 2.24% 81.02% - ------------------------------------------------------------------------------------------------------------------------- Managed Year ended December 31, 2000 (o)........ (1.62) 13.82 216,688 0.03% 2,995,794 0.46% 2.86% 199.27% 1999............ (1.57) 15.45 222,091 9.10% 3,430,919 0.36% 2.75% 203.86% 1998............ (1.60) 15.64 211,171 20.42% 3,301,910 0.36% 2.99% 160.57% 1997............ (1.45) 14.35 195,139 18.72% 2,800,127 0.37% 4.18% 200.41% 1996............ (1.80) 13.35 178,745 10.72% 2,386,660 0.36% 4.41% 113.61% - ------------------------------------------------------------------------------------------------------------------------- Short-Term Bond Year ended December 31, 2000............ (0.61) 9.86 8,122 7.98% 80,109 0.36% 6.27% 45.27% 1999............ (0.61) 9.72 7,081 2.96% 68,844 0.43% 6.25% 100.04% 1998............ (0.61) 10.05 7,682 5.82% 77,194 0.53% 6.17% 184.50% 1997............ (0.59) 10.08 5,070 6.41% 51,120 0.57% 5.67% 108.29% 1996............ (0.54) 10.05 5,840 3.61% 58,676 0.75%(2) 5.66% 20.68% - ------------------------------------------------------------------------------------------------------------------------- Small Cap Equity Year ended December 31, 2000 (o)........ (0.79) 9.14 7,661 (8.89)% 70,031 0.92%(3) 1.25% 189.57% 1999............ (0.26) 10.92 6,311 (3.43)% 68,900 0.95%(3) 0.78% 117.33% 1998............ (0.07) 11.59 5,531 5.96% 64,095 1.05%(3) 0.63% 100.83% 1997............ (1.07) 12.40 3,488 25.57% 43,261 1.05%(3) 0.68% 126.10% Period from May 1, to December 31, 1996 (e).... (0.30) 10.73 982 10.33%(f) 10,541 1.05%(g)(3) 1.15%(g) 66.31%(f) - ------------------------------------------------------------------------------------------------------------------------- 58 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- Selected data for each share of beneficial interest outstanding throughout the year end indicated: Income from Investment Operations Less Distributions ------------------------------------ ----------------------------------------------------- Net Realized Net Asset and Distribution Distribution Distribution Value at Net Unrealized Total From From Net From Net in Excess of Distribution Beginning Investment Gain/(Loss) on Investment Investment Gains on Net Investment From Capital of Period Income Investments(a) Operations Income Investments Income/Gains Paid in --------- ---------- -------------- ---------- ------------ ------------ -------------- ------------ International Opportunities Year ended December 31, 2000 (4)........ $15.17 $0.07 $(2.57) $(2.50) $(0.06) $(0.62) $(0.05) $(0.09) 1999............ 12.21 0.10 3.95 4.05 (0.11) (0.94) (0.04) -- 1998............ 10.63 0.11 1.57 1.68 (0.10) -- -- -- 1997............ 10.60 0.10 0.11 0.21 (0.10) (0.08) -- -- Period from May 1, to December 31, 1996 (e).... 10.00 0.07 0.60 0.67 (0.07) -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Equity Index Year ended December 31, 2000............ 20.46 0.22 (2.09) (1.87) (0.22) (0.72) -- (0.01) 1999............ 17.70 0.27 3.41 3.68 (0.26) (0.66) -- -- 1998............ 14.21 0.25 3.76 4.01 (0.24) (0.28) -- -- 1997............ 11.10 0.24 3.41 3.65 (0.24) (0.25) -- (0.05) Period from May 1, to December 31, 1996 (e).... 10.00 0.15 1.26 1.41 (0.15) (0.10) -- (0.06) - ------------------------------------------------------------------------------------------------------------------------------ High Yield Bond Year ended December 31, 2000............ 8.99 0.73 (1.65) (0.92) (0.74) -- -- -- 1999............ 9.23 0.72 (0.26) 0.46 (0.70) -- -- -- Period from May 1, to December 31, 1998 (e).... 10.00 0.46 (0.76) (0.30) (0.46) (0.01) -- -- - ------------------------------------------------------------------------------------------------------------------------------ Global Bond Year ended December 31, 2000 (o)........ 9.82 0.48 0.67 1.15 (0.63) -- -- -- 1999............ 10.60 0.48 (0.70) (0.22) (0.56) -- -- -- 1998............ 10.24 0.54 0.38 0.92 (0.29) (0.09) -- (0.18) 1997............ 10.16 0.59 0.30 0.89 (0.61) (0.15) -- (0.05) Period from May 1, to December 31, 1996 (e).... 10.00 0.38 0.28 0.66 (0.38) (0.12) -- -- Ratios/Supplemental Data ------------------------------------------------------- Number of Net Net Asset Shares Net Assets Operating Investment Value at Outstanding Total End of Period Expenses to Income to Portfolio Total End (000's Investment (000's Average Average Turnover Distributions of Period Omitted) Return(b) Omitted) Net Assets Net Assets Rate ------------- --------- ----------- --------------- ------------- ---------------- ----------- ------------ International Opportunities Year ended December 31, 2000 (4)........ $(0.82) $11.85 10,128 (16.36)%(6) $120,034 0.93%(5) 0.47% 37.92% 1999............ (1.09) 15.17 5,259 34.01% 79,794 1.02%(5) 0.77% 34.02% 1998............ (0.10) 12.21 5,260 15.92% 64,250 1.16%(5) 0.89% 18.67% 1997............ (0.18) 10.63 2,882 1.95% 30,631 1.22%(5) 0.65% 21.09% Period from May 1, to December 31, 1996 (e).... (0.07) 10.60 1,689 6.72%(f) 17,898 1.25%(g)(5) 0.87%(g) 5.46%(f) - ------------------------------------------------------------------------------------------------------------------------------ Equity Index Year ended December 31, 2000............ (0.95) 17.64 29,793 (9.15)% 525,659 0.19% 1.12% 34.11% 1999............ (0.92) 20.46 22,060 21.08% 451,296 0.00%(7) 1.42% 55.24% 1998............ (0.52) 17.70 13,139 28.45% 232,578 0.00%(7) 1.59% 43.31% 1997............ (0.54) 14.21 7,134 32.79%(8) 101,390 0.00%(7) 1.97% 64.56% Period from May 1, to December 31, 1996 (e).... (0.31) 11.10 1,320 14.23%(f)(9) 14,650 0.00%(g)(7) 2.47%(g) 15.72%(f) - ------------------------------------------------------------------------------------------------------------------------------ High Yield Bond Year ended December 31, 2000............ (0.74) 7.33 3,543 (10.81)% 25,978 0.75%(10) 8.88% 21.94% 1999............ (0.70) 8.99 2,217 5.13% 19,921 0.80%(10) 7.94% 38.62% Period from May 1, to December 31, 1998 (e).... (0.47) 9.23 1,602 (2.98)%(f) 14,789 0.90%(g)(10) 7.43%(g) 17.67%(f) - ------------------------------------------------------------------------------------------------------------------------------ Global Bond Year ended December 31, 2000 (o)........ (0.63) 10.34 6,623 12.00% 68,473 0.81%(11) 4.71% 209.39% 1999............ (0.56) 9.82 7,230 (2.16)% 70,991 0.83%(11) 4.70% 332.06% 1998............ (0.56) 10.60 6,301 9.15% 66,791 0.95%(11) 5.27% 186.70% 1997............ (0.81) 10.24 2,797 9.05% 28,647 1.00%(11) 5.80% 69.38% Period from May 1, to December 31, 1996 (e).... (0.50) 10.16 1,271 6.71%(f) 12,907 1.00%(g)(11) 6.05%(g) 171.39%(f) 59 (a) The amount shown at this caption for each share outstanding throughout the year may not accord with the change in the aggregate gains and losses in the portfolio securities for the year because of the timing of the purchases and withdrawals of the shares in relation to the fluctuation market values of the portfolio. (b) The performance of the Funds shown on this page does not reflect expenses and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product's prospectus. (c) The Fund entered into a new Sub-Advisory agreement with Putnam Investment Management, Inc. during the period shown. (d) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.00%, and 1.09% for the years ended December 31, 2000 and 1999, respectively. (e) Commencement of investment operations. (f) Not annualized. (g) Annualized. (h) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been .89%, and .96% for the years ended December 31, 2000 and 1999, respectively. (i) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been .44% for the year ended December 31, 2000. (j) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 2.49%, 3.44%, and 3.69% for the years ended December 31, 2000, 1999 and 1998, respectively. (k) The Fund entered into a new Sub-Advisory agreement with Morgan Stanley Investment Management, Inc. during the period shown. (l) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been .37%, .38% and .63% for the years ended December 31, 2000, 1999 and 1998, respectively. (m) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.76% and 1.71% for the years ended December 31, 2000 and 1999, respectively. (n) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.05%, 1.12%, and 1.55%, for the years ended December 31, 1998, 1997 and 1996, respectively. (o) The Fund entered into a new Sub-Advisory agreement with Capital Guardian Trust Company during the period shown. (p) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.27%, 1.31%, 1.82, 1.56% and 1.44% for the years ended December 31, 2000, 1999, 1998, 1997 and 1996, respectively. (q) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.13%, 1.42%, and 2.34% for the years ended December 31, 1998, 1997 and 1996, respectively. (r) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.04% and 1.20% for the years ended December 31, 2000 and 1999, respectively. (s) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.06% and 2.74% for the years ended December 31, 1997 and 1996 respectively. (t) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.09% and 1.17% for the years ended December 31, 2000 and 1999, respectively. (u) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.36%, and 1.42% for the years ended December 31, 2000 and 1999, respectively. (v) The Total Investment Return includes the effect of the capital contribution of $0.01 per share. The Total Investment Return without the capital contribution would have been 6.18%. (w) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.14% and 2.15% for the years ended December 31, 1997 and 1996, respectively. (x) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been .27%, .35%, and .71%, for the years ended December 31, 2000, 1999 and 1998, respectively. (y) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.05% and 1.17% for the years ended December 31, 2000 and 1999, respectively. (z) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.23%, 2.24%, and 4.55% for the years ended December 31, 2000, 1999 and 1998, respectively. 60 (1) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.29% and 1.61% for the years ended December 31, 2000 and 1999, respectively. (2) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been .79% for the year ended December 31, 1996. (3) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been .95%, .96%, 1.08%, 1.30% and 2.06% for the years ended December 31, 2000, 1999, 1998, 1997 and 1996, respectively. (4) The Fund entered into a new Sub-Advisory agreement with T. Rowe Price International, Inc. during the period shown. (5) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been 1.09%, 1.15%, 1.46%, 1.57% and 2.76% for the years ended December 31, 2000, 1999, 1998, 1997 and 1996, respectively. (6) The Total Investment Return rate excludes merger activity. (7) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been .22%, .34%, .65%, and 1.61% for the years ended December 31, 1999, 1998, 1997 and 1996, respectively. (8) The Total Investment Return includes the effect of the capital contribution of $.04 per share. The Total Investment Return without the capital contribution would have been 32.47%. (9) The Total Investment Return includes the effect of the capital contribution of $.06 per share. The Total Investment Return without the capital contribution would have been 13.59%. (10) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been .87%, 1.04% and 2.03% for the years ended December 31, 2000, 1999 and 1998, respectively. (11) Expense ratio is net of expense reimbursement. Had such reimbursement not been made the expense ratio would have been .91%, .84%, 1.02%, 1.32%, and 1.57% for the years ended December 31, 2000, 1999, 1998, 1997 and 1996, respectively. (12) The Total Investment Return includes the effect of the capital contribution of $.32 per share. The Total Investment Return without the capital contribution would have been 79.02%. 61 SCHEDULE OF INVESTMENTS JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- LARGE CAP GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Auto & Truck Parts - 0.4% General Motors Corp. - Cl. H ................ 180,600 $ 4,154 Business Services - 0.5% Automatic Data Processing, Inc. ............. 96,000 6,078 Commercial Sevices - 2.0% Convergys Corp. * ........................... 169,300 7,671 Interpublic Group Cos., Inc. ................ 106,600 4,537 Lamar Advertising Co. * ..................... 117,700 4,543 Omnicom Group, Inc. ......................... 66,900 5,544 ---------- 22,295 Computer Equipment - 9.3% Brocade Communications Systems, Inc. * .................................... 67,600 6,207 Compaq Computer Corp. ....................... 150,500 2,265 Comverse Technology, Inc. * ................. 89,400 9,711 Hewlett-Packard Co. ......................... 216,200 6,824 Intel Corp. ................................. 1,400,000 42,087 International Business Machines Corp ........ 276,000 23,460 Network Appliance, Inc. * ................... 93,200 5,982 VERITAS Software Corp. * .................... 112,900 9,879 ---------- 106,415 Computer Software & Services - 18.6% Adobe Systems, Inc. ......................... 126,800 7,378 America Online, Inc. * ...................... 677,100 23,563 Cadence Design Systems, Inc. * .............. 130,900 3,600 DST Systems, Inc. * ......................... 114,700 7,685 EMC Corp. * ................................. 570,000 37,905 First Data Corp. ............................ 224,700 11,839 Fiserv, Inc. ................................ 85,700 4,065 Intuit, Inc. * .............................. 109,900 4,334 Juniper Networks, Inc. * .................... 74,400 9,379 Microsoft Corp. ............................. 773,000 33,529 Oracle Corp. * .............................. 1,000,000 29,063 Siebel Systems, Inc. * ...................... 148,900 10,069 Sun Microsystems, Inc. * .................... 799,700 22,292 SunGard Data Systems, Inc. .................. 105,000 4,948 Yahoo!, Inc. * .............................. 121,500 3,666 ---------- 213,315 Consumer Miscellaneous - 0.6% Black & Decker Corp. ........................ 186,700 7,328 Cosmetic & Personal Care - 0.5% Colgate-Palmolive Co. ....................... 80,000 5,164 Diversified Operations - 10.4% Corning, Inc. ............................... 251,534 13,284 El Paso Energy Corp. ........................ 139,200 9,970 General Electric Co. ........................ 1,900,000 91,082 Tyco International, Ltd. .................... 90,000 4,995 ---------- 119,331 Electric Power - 1.1% AES Corp. * ................................. 120,000 6,645 Calpine Corp. * ............................. 137,900 6,214 ---------- 12,859 Electronic Products & Services - 14.3% Altera Corp. * .............................. 214,700 5,649 Analog Devices, Inc. * ...................... 190,000 9,726 Applied Materials, Inc. * ................... 169,400 6,469 Atmel Corp. * ............................... 400,000 4,650 Cisco Systems, Inc. * ....................... 1,689,200 64,612 Jabil Circuit, Inc. * ....................... 115,600 2,933 Linear Technology Corp. ..................... 170,000 7,862 Maxim Integrated Products, Inc. * ........... 152,800 7,306 Motorola, Inc. .............................. 156,000 3,159 Novellus Systems, Inc. * .................... 182,200 6,548 PMC-Sierra, Inc. * .......................... 33,000 2,595 Sanmina Corp. * ............................. 91,200 6,988 SCI Systems, Inc. * ......................... 125,700 3,315 Texas Instruments, Inc. ..................... 378,600 17,936 Vishay Intertechnology, Inc. * .............. 160,400 2,426 Vitesse Semiconductor Corp. * ............... 82,400 4,558 Xilinx, Inc. * .............................. 150,000 6,919 ---------- 163,651 Energy - Alternative Source - 0.8% Dynegy, Inc. - Cl.A ......................... 169,500 9,503 Financial Services - 1.4% Citigroup, Inc. ............................. 313,333 16,000 Health Care Products - 21.5% Allergan, Inc. .............................. 116,900 11,317 ALZA Corp. * ................................ 176,300 7,493 American Home Products Corp. ................ 219,000 13,917 Aviron * .................................... 42,800 2,860 Baxter International, Inc. .................. 50,000 4,416 Bristol-Myers Squibb Co. .................... 167,000 12,348 Cardinal Health, Inc. ....................... 27,900 2,780 Cephalon, Inc. * ............................ 53,100 3,362 CV Therapeutics, Inc. * ..................... 48,200 3,410 Eli Lilly & Co. ............................. 110,500 10,283 ENZON , Inc. ................................ 56,700 3,519 Forest Laboratories, Inc. * ................. 43,400 5,767 Genetech, Inc. * ............................ 52,200 4,254 Invitrogen Corp. * .......................... 47,700 4,120 King Pharmaceuticals, Inc. * ................ 65,400 3,380 Laboratory Corporation of America Holdings .................................. 34,300 6,037 Merck & Co., Inc. ........................... 311,100 29,127 Pfizer, Inc. ................................ 1,616,900 74,377 Pharmacia Corp. ............................. 229,500 13,999 Schering-Plough Corp. ....................... 339,600 19,272 Waters Corp. * .............................. 131,700 10,997 ---------- 247,035 62 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- LARGE CAP GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Health Care Services - 0.7% Universal Health Services, Inc. - Cl. B * ............... 76,000 $ 8,493 Insurance - 2.8% Hartford Financial Services Group, Inc. ................. 182,300 12,875 Lincoln National Corp. .................................. 137,000 6,482 PartnerRe, Ltd. ......................................... 86,200 5,258 St. Paul Cos., Inc. ..................................... 135,000 7,332 --------- 31,947 Machinery - 0.4% Ingersoll-Rand Co. ...................................... 94,700 3,966 Media - Publishing - 0.3% AT&T Corp. - Liberty Media Group - Cl. A * ............................................... 216,500 2,936 Media - TV/Radio - 2.8% Clear Channel Communications, Inc. * .................... 62,200 3,013 Infinity Broadcasting Corp. - Cl. A * ................... 148,200 4,140 Time Warner, Inc. ....................................... 182,400 9,529 Univision Communications, Inc. - Cl. A * ............................................... 117,600 4,814 Viacom, Inc. - Cl. B * .................................. 173,600 8,116 Westwood One, Inc. * .................................... 124,400 2,402 --------- 32,014 Oil & Natural Gas Exploration & Production - 0.3% Noble Drilling Corp. * .................................. 80,000 3,475 Retail - Department Stores - 6.0% Family Dollar Stores, Inc. .............................. 176,400 3,782 Home Depot, Inc. ........................................ 442,700 20,226 Kohl's Corp. ............................................ 237,200 14,469 Lowe's Cos., Inc. ....................................... 92,100 4,098 RadioShack Corp. ........................................ 178,800 7,655 Tiffany & Co. ........................................... 135,700 4,291 Wal-Mart Stores, Inc. ................................... 272,500 14,477 --------- 68,998 Retail - Drug Stores - 1.6% CVS Corp. ............................................... 75,000 4,495 TJX Cos., Inc. .......................................... 134,300 3,727 Walgreen Co. ............................................ 250,000 10,453 --------- 18,675 Telecommunication Equipment - 1.8% ADC Telecommunications, Inc. * .......................... 277,600 5,032 CIENA Corp. * ........................................... 20,000 1,625 JDS Uniphase Corp. * .................................... 139,400 5,811 Nokia Oyj - ADR ......................................... 67,100 2,919 Nortel Networks Corp. ................................... 78,200 2,507 Scientific-Atlanta, Inc. ................................ 96,500 3,142 --------- 21,036 Telecommunication Services - 1.0% Qwest Communications International, Inc. * ................................................ 165,000 6,765 Sprint PCS (PCS Group) * ................................ 250,000 5,109 --------- 11,874 U.S. Government Agencies - 0.5% Federal National Mortgage Assoc. ........................ 65,000 5,639 --------- TOTAL COMMON STOCK- .............................. 99.6% 1,142,181 Par Value (000's) SHORT-TERM INVESTMENTS - 0.9% Investment in joint trading account (Note B) 6.695% due 01/02/01 ..................................... $ 10,374 10,374 -------- --------- TOTAL INVESTMENTS- 100.5% 1,152,555 Payables, less cash and receivables- (0.5)% (5,768) -------- --------- NET ASSETS- 100.0% 1,146,787 ======== ========= * Non-income producing security. ADR-American Depository Receipt See notes to financial statements. 63 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- FUNDAMENTAL GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Bank - 1.7% M & T Bank Corp. ......................... 6,100 $ 415 Zions Bancorp ............................ 5,900 368 ------- 783 Brokerage & Investment Management - 1.8% Investment Technology Group, Inc. ........ 8,500 355 Legg Mason, Inc. ......................... 8,400 458 ------- 813 Business Services - 0.3% DiamondCluster, Inc. * ................... 4,600 140 Commercial Sevices - 4.9% Cintas Corp. ............................. 11,100 590 Convergys Corp. * ........................ 14,300 648 Ecolab, Inc. ............................. 8,300 359 Lamar Advertising Co. * .................. 4,900 189 Macrovision Corp. * ...................... 2,700 200 The Dun & Bradstreet Corp. * ............. 11,300 290 ------- 2,276 Computer Equipment - 7.4% Brocade Communications Systems, Inc. * ... 13,600 1,249 Comverse Technology, Inc. * .............. 3,500 380 Palm, Inc. ............................... 40,500 1,147 Redback Networks, Inc. * ................. 11,600 475 SanDisk Corp. * .......................... 6,300 175 ------- 3,426 Computer Software & Services - 13.6% Ariba, Inc. * ............................ 3,600 193 Electronic Arts, Inc. * .................. 2,000 85 Fiserv, Inc. ............................. 14,300 678 Internet Security System, Inc. ........... 4,900 384 Intuit, Inc. * ........................... 7,000 276 Mercury Interactive Corp. * .............. 5,600 506 Micromuse, Inc. * ........................ 7,800 471 Openwave Systems, Inc. * ................. 5,900 283 Peregrine Systems, Inc. * ................ 34,300 678 Portal Software, Inc. * .................. 6,500 51 Rational Software Corp. * ................ 24,200 942 Research in Motion, Ltd. * ............... 6,300 504 Retek, Inc. * ............................ 4,300 105 Tibco Software, Inc. * ................... 10,100 484 Vignette Corp. * ......................... 20,000 360 webMethods, Inc. * ....................... 2,800 249 ------- 6,249 Cosmetic & Personal Care - 0.4% Estee Lauder Cos., Inc. - Cl. A .......... 3,900 171 Diversified Operations - 0.7% Danaher Corp. ............................ 4,700 321 Electric Power - 2.2% Calpine Corp. * .......................... 11,300 509 CMS Energy Corp. ......................... 9,400 298 Southern Energy, Inc. * .................. 6,600 187 ------- 994 Electronic Products & Services - 8.6% Applied Micro Circuits Corp. * ........... 9,800 735 Atmel Corp. * ............................ 35,500 413 Emulex Corp. * ........................... 7,800 624 GlobeSpan, Inc. * ........................ 6,750 186 Maxim Integrated Products, Inc. * ........ 3,500 167 PerkinElmer, Inc. ........................ 7,900 830 QLogic Corp. * ........................... 1,700 131 Sawtek, Inc. * ........................... 7,500 346 Vitesse Semiconductor Corp. * ............ 9,550 528 ------- 3,960 Energy - Alternative Source - 0.8% Dynegy, Inc. - Cl.A ...................... 6,700 376 Financial Services - 1.2% Providian Financial Corp. * .............. 9,800 563 Food, Beverage & Tobacco - 1.4% Starbucks Corp. * ........................ 14,500 642 Health Care Products - 21.6% Abgenix, Inc. * .......................... 3,850 227 Allergan, Inc. ........................... 13,600 1,317 Andrx Corp - Andrx Group * ............... 3,200 185 Applera Corporation - Applied Biosystems Group .................................. 11,300 1,063 Diversa Corp. ............................ 3,800 68 Forest Laboratories, Inc. * .............. 4,000 532 Gilead Sciences, Inc. * .................. 4,200 348 Human Genome Sciences, Inc. * ............ 2,200 153 IDEXX Laboratories, Inc. * ............... 7,900 174 Immunex Corp. * .......................... 19,900 808 Inhale Therapeutic Systems, Inc. * ....... 8,400 424 IVAX Corp. ............................... 15,800 605 Laboratory Corporation of America Holdings 1,600 282 Medarex, Inc. * .......................... 3,800 155 MedImmune, Inc. * ........................ 19,800 944 Millennium Pharmaceuticals, Inc. * ....... 11,600 718 Protein Design Labs, Inc. * .............. 3,700 321 Sepracor, Inc. * ......................... 8,600 689 UnitedHealth Group, Inc. ................. 5,400 331 Waters Corp. * ........................... 7,300 610 ------- 9,954 Health Care Services - 2.3% Idec Pharmaceuticals Corp. ............... 3,200 607 Quest Diagnostics, Inc. * ................ 3,200 454 ------- 1,061 Insurance - 0.7% Ace, Ltd. * .............................. 2,900 123 64 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- FUNDAMENTAL GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Insurance - Continued XL Capital, Ltd. - Cl. A ..................... 2,100 $ 183 -------- 306 Leisure & Recreation - 0.8% Four Seasons Hotels, Inc. .................... 3,300 210 International Game Technology ................ 3,700 177 -------- 387 Media - Publishing - 0.2% Radio One, Inc. - Cl. D * .................... 7,600 84 Media - TV / Radio - 1.7% Cox Radio, Inc. - Cl. A * .................... 9,600 217 Radio One, Inc. * ............................ 4,900 52 Spanish Broadcasting Systems, Inc. * ......... 8,500 43 Univision Communications, Inc. - Cl. A * ..... 11,200 458 -------- 770 Oil - 1.5% BJ Services Co. * ............................ 6,100 420 Cooper Cameron Corp. * ....................... 4,400 291 -------- 711 Oil & Natural Gas Exploration & Production - 4.8% Devon Energy Corp. * ......................... 7,600 463 Global Marine, Inc. * ........................ 21,000 596 Murphy Oil Corp. ............................. 6,300 381 Transocean Sedco Forex, Inc. ................. 17,100 786 -------- 2,226 Oil - Equipment & Service - 2.1% Nabors Industries, Inc. * .................... 9,800 580 Smith International, Inc. .................... 5,500 410 -------- 990 Personal & Commercial Lending - 1.1% Capital One Financial Corp. .................. 7,800 513 Real Estate Investment Trust - 0.3% Boston Properties, Inc. ...................... 3,500 152 Retail - Department Stores - 3.4% BJ's Wholesale Club, Inc. .................... 9,900 380 Family Dollar Stores, Inc. ................... 24,700 529 RadioShack Corp. ............................. 6,700 287 Tiffany & Co. ................................ 12,367 391 -------- 1,587 Retail - Food - 0.8% Darden Restaurants, Inc. ..................... 15,900 364 Telecommunication Equipment - 4.8% Avanex Corp. * ............................... 2,800 167 Crown Castle International Corp. ............. 13,600 368 Finisar Corp. * .............................. 21,900 635 Polycom, Inc. * .............................. 6,700 216 Sonus Networks, Inc. * ....................... 3,400 86 Symbol Technologies, Inc. .................... 21,200 763 -------- 2,235 Telecommunication Services - 1.0% Allegiance Telecom, Inc. * ................... 6,200 138 McLeodUSA, Inc. - Cl. A * .................... 22,000 311 -------- 449 Telephone - 0.9% Telephone and Data Systems, Inc. ............. 4,700 424 Transportation Services - 1.4% Harley-Davidson, Inc. ........................ 15,800 628 -------- TOTAL COMMON STOCK- ................... 94.4% 43,555 Par Value (000's) SHORT-TERM INVESTMENTS - 4.4% Investment in joint trading account (Note B) 6.695% due 01/02/01 ................. $ 2,023 2,023 ------- -------- TOTAL INVESTMENTS- 98.8% 45,578 Cash and Receivables, less payables- 1.2% 536 ------- -------- NET ASSETS- 100.0% 46,114 ======= ======== * Non-income producing security. See notes to financial statements. 65 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- AGGRESSIVE BALANCED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 1.3% General Dynamics Corp. .................... 1,100 $ 86 Honeywell International, Inc. ............. 900 43 United Technologies Corp. ................. 1,900 149 -------- 278 Automobile - 0.5% Ford Motor Co. ............................ 4,700 110 Bank - 4.4% Bank of America Corp. ..................... 3,600 165 Bank of New York Co., Inc. ................ 3,900 215 Comerica, Inc. ............................ 900 53 Firstar Corp. ............................. 3,400 79 FleetBoston Financial Corp. ............... 7,200 271 J.P. Morgan & Co., Inc. ................... 900 149 -------- 932 Business Services - 0.8% Automatic Data Processing, Inc. ........... 2,600 165 Chemical - 1.1% Air Products & Chemicals, Inc. ............ 1,900 78 Dow Chemical Co. .......................... 2,700 99 Praxair, Inc. ............................. 1,900 84 -------- 261 Commercial Sevices - 1.3% Convergys Corp. ........................... 1,700 77 Interpublic Group Cos., Inc. .............. 2,400 102 Omnicom Group, Inc. ....................... 1,100 91 -------- 270 Computer Equipment - 3.2% Comverse Technology, Inc. ................. 400 43 Hewlett-Packard Co. ....................... 2,200 69 Intel Corp. ............................... 9,300 280 International Business Machines Corp. ..... 2,100 178 Network Appliance, Inc. ................... 700 45 VERITAS Software Corp. .................... 600 53 -------- 668 Computer Software & Services - 6.1% Adobe Systems, Inc. ....................... 400 23 America Online, Inc. ...................... 4,000 139 DST Systems, Inc. ......................... 700 47 EMC Corp. ................................. 3,200 213 First Data Corp. .......................... 4,600 243 Microsoft Corp. ........................... 6,000 260 Oracle Corp. .............................. 6,200 180 Siebel Systems, Inc. ...................... 700 47 Sun Microsystems, Inc. .................... 4,200 117 -------- 1,269 Consumer Miscellaneous - 1.1% Avery Dennison Corp. ...................... 1,600 88 Black & Decker Corp. ...................... 2,200 86 Parker-Hannifin Corp. ..................... 1,300 57 -------- 231 Cosmetic & Personal Care - 0.5% Colgate-Palmolive Co. ..................... 1,000 65 Procter & Gamble Co. ...................... 500 39 -------- 104 Diversified Operations - 6.4% Corning, Inc. ............................. 1,400 74 El Paso Energy Corp. ...................... 2,400 172 General Electric Co. ...................... 16,100 772 Minnesota Mining & Manufacturing Co. ...... 800 96 Tyco International, Ltd. .................. 4,100 227 -------- 1,341 Electric Power - 2.4% AES Corp. ................................. 1,200 67 Allegheny Energy, Inc. .................... 900 43 Constellation Energy Group ................ 800 36 Dominion Resources, Inc. .................. 200 14 Duke Energy Co. ........................... 1,700 145 Exelon Corp. .............................. 1,600 112 Pinnacle West Capital Corp. ............... 800 38 Reliant Energy, Inc. ...................... 1,000 43 -------- 498 Electronic Products & Services - 4.3% Altera Corp. ............................. 1,200 32 Analog Devices, Inc. ...................... 1,300 67 Cisco Systems, Inc. ....................... 9,800 375 Linear Technology Corp. ................... 1,500 69 Maxim Integrated Products, Inc. ........... 800 38 Millipore Corp. ........................... 700 44 Motorola, Inc. ............................ 2,200 45 Novellus Systems, Inc. .................... 1,000 36 Sanmina Corp. ............................. 600 46 Texas Instruments, Inc. ................... 1,800 85 Xilinx, Inc. .............................. 1,200 55 -------- 892 Energy - Alternative Source - 0.6% Dynegy, Inc. - Cl.A ....................... 2,100 118 Financial Services - 3.3% Citigroup, Inc. ........................... 11,000 562 Mellon Financial Corp. .................... 700 34 Stillwell Financial, Inc. ................. 2,300 91 -------- 687 Food, Beverage & Tobacco - 1.2% Anheuser-Busch Cos., Inc. ................. 1,200 55 ConAgra, Inc. ............................. 2,400 62 66 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- AGGRESSIVE BALANCED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Food, Beverage & Tobacco - Continued PepsiCo, Inc. ................................ 600 $ 30 Philip Morris Cos., Inc. ..................... 2,300 101 -------- 248 Health Care Products - 12.2% Abbott Laboratories .......................... 3,000 145 Allergan, Inc. ............................... 1,000 97 ALZA Corp. ................................... 1,100 47 American Home Products Corp. ................. 2,700 172 Baxter International, Inc. ................... 1,200 106 Bristol-Myers Squibb Co. ..................... 4,300 318 Eli Lilly & Co. .............................. 200 19 ENZON , Inc. ................................. 700 43 Forest Laboratories, Inc. .................... 200 27 Johnson & Johnson ............................ 2,800 294 Laboratory Corporation of America Holdings ................................... 400 70 Merck & Co., Inc. ............................ 4,300 403 Pfizer, Inc. ................................. 11,100 511 Pharmacia Corp. .............................. 2,200 134 Schering-Plough Corp. ........................ 2,000 113 Waters Corp. ................................. 700 58 -------- 2,557 Health Care Services - 0.3% St. Jude Medical, Inc. ....................... 400 25 Wellpoint Health Networks, Inc. .............. 300 34 -------- 59 Insurance - 4.5% Allstate Corp. ............................... 1,200 52 American International Group, Inc. ........... 1,400 138 Chubb Corp. .................................. 1,100 95 Hartford Financial Services Group, Inc. ...... 2,500 177 Lincoln National Corp. ....................... 2,500 118 Marsh & McLennan Cos., Inc. .................. 600 70 St. Paul Cos., Inc. .......................... 2,000 109 Torchmark, Inc. .............................. 2,300 89 XL Capital, Ltd. - Cl. A ..................... 1,000 87 -------- 935 Machinery - 0.5% Ingersoll-Rand Co. ........................... 2,500 105 Media - Publishing - 0.4% AT&T Corp. - Liberty Media Group - Cl. A ...................................... 8,400 114 Media - TV / Radio - 1.7% Clear Channel Communications, Inc. ........... 2,000 97 Infinity Broadcasting Corp. - Cl. A .......... 1,800 50 The Walt Disney Co. .......................... 1,800 52 Time Warner, Inc. ............................ 1,200 63 Viacom, Inc. - Cl. B ......................... 1,900 89 -------- 351 Metals & Mining - 0.4% Alcoa, Inc. .................................. 2,300 77 Oil - 0.7% Royal Dutch Petroleum Co. - NY Shares ..................................... 2,400 145 Oil & Natural Gas Exploration & Production - 2.2% Chevron Corp. ................................ 700 59 Exxon Mobil Corp. ............................ 3,200 278 Kerr-McGee Corp. ............................. 700 47 Noble Drilling Corp. ......................... 800 35 USX-Marathon Group ........................... 1,200 33 -------- 452 Oil - Equipment & Service - 0.4% Baker Hughes, Inc. ........................... 1,800 75 Paper & Forest Products - 0.4% Kimberly-Clark Corp. ......................... 1,300 92 Retail - Department Stores - 4.0% Gap, Inc. .................................... 1,600 41 Home Depot, Inc. ............................. 3,400 155 Kohl's Corp. ................................. 2,600 159 Limited, Inc. ................................ 1,700 29 Lowe's Cos., Inc. ............................ 1,400 62 RadioShack Corp. ............................. 2,700 116 Tiffany & Co. ................................ 1,700 54 Wal-Mart Stores, Inc. ........................ 4,000 212 -------- 828 Retail - Drug Stores - 0.9% CVS Corp. .................................... 800 48 TJX Cos., Inc. ............................... 2,800 78 Walgreen Co. ................................. 1,300 54 -------- 180 Retail - Food - 0.2% Brinker International, Inc. .................. 800 34 Shoe & Apparel Manufacturing - 0.1% Intimate Brands, Inc. ........................ 1,800 27 Steel - 0.2% Nucor Corp. .................................. 1,100 44 Telecommunication Equipment - 0.7% JDS Uniphase Corp. ........................... 800 33 Nortel Networks Corp. ........................ 3,400 109 -------- 142 Telecommunication Services - 1.3% Qwest Communications International, Inc. ..... 2,900 119 Sprint PCS (PCS Group) ....................... 2,100 43 67 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- AGGRESSIVE BALANCED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Telecommunication Services - Continued Verizon Communications .................... 2,200 $ 110 ------- 272 Telephone - 1.1% SBC Communications, Inc. .................. 3,600 172 Sprint Corp. .............................. 2,400 49 ------- 221 Transportation Services - 0.1% Union Pacific Corp. ....................... 600 30 U.S. Government Agencies - 1.3% Federal National Mortgage Assoc ........... 3,200 278 ------- TOTAL COMMON STOCK- .................. 72.1% 15,090 Par Value (000's) PUBLICLY-TRADED BONDS Aerospace & Defense - 0.1% Lockheed Martin Corp. - Bonds 8.5% due 12/01/29 ....................................... $ 15 17 Automobile - 0.2% Ford Motor Co. - Bonds 6.625% due 10/01/28 ..................................... 60 51 Bank - 1.1% Bank of America Corp. - Sub. Notes 7.8% due 02/15/10 ....................................... 80 83 BankBoston Corp. - Sr. Notes 6.125% due 03/15/02 ..................................... 50 50 Korea Development Bank - Bonds 7.125% due 09/17/01 ..................................... 50 50 Wells Fargo Bank NA - Sub. 7.55% due 06/21/10 ...................................... 40 43 ------- 226 Brokerage & Investment Management - 0.2% Lehman Brothers Holdings, Inc. - Notes 6.5% due 10/01/02 ....................................... 50 50 Computer Equipment - 0.1% International Business Machines Corp. - Notes 5.625% due 04/12/04 ..................................... 30 29 Financial Services - 1.3% Associates Corp. of North America - Sr. Notes 6.25% due 11/01/08 ...................................... 45 43 First Union National Nank - Sub. Notes 7.8% due 08/18/10 ....................................... 40 41 General Electric Capital Corp. 7.5% due 05/15/05 ....................................... 30 32 General Motors Acceptance Corp. 7.5% due 07/15/05 ....................................... 40 41 Green Tree Financial Corp. - Ser 1996-8 Cl. A6 7.6% due 10/15/27 ....................................... 50 52 PNC Funding Corp. 7.0% due 09/01/04 ....................................... 50 51 ------- 260 Foreign Governmental - 0.2% Province of Quebec - Debs 7.5% due 09/15/29 ....................................... 45 48 Media - TV / Radio - 0.3% News America, Inc. - Debs 7.125% due 04/08/28 ..................................... 20 16 Time Warner, Inc. 6.625% due 05/15/29 ..................................... 20 18 Viacom, Inc. 7.7% due 07/30/10 ....................................... 30 32 ------- 66 Natural Gas Distribution - 0.2% Enron Corp. - Debs 9.125% due 04/01/03 ..................................... 30 32 Oil & Natural Gas Exploration & Production - 0.1% Amerada Hess Corp. - Bonds 7.875% due 10/01/29 ..................................... 20 21 Oil - Equipment & Service - 0.1% Petroleum Geo-Services ASA - Sr Notes 7.125% due 03/30/28 ..................................... 20 16 Personal & Commercial Lending - 0.5% Goldman Sachs Group, Inc. 7.8% due 01/28/10 ....................................... 40 42 Household Finance Corp. - Notes 6.0% due 05/01/04 ....................................... 30 29 8.0% due 07/15/10 ....................................... 30 32 U.S. West Capital Funding, Inc. 6.875% due 07/15/28 ..................................... 10 9 ------- 112 Retail - Department Stores - 0.2% Wal Mart Stores, Inc. 7.55% due 02/15/30 ...................................... 40 44 U.S. Government Agencies - 12.2% Federal National Mortgage Assoc 6.0% due 12/01/99 ....................................... 150 148 6.0% due 12/01/99 ....................................... 350 339 6.625% due 11/15/30 ..................................... 168 178 7.0% due 12/01/99 ....................................... 310 310 7.125% due 06/15/10 ..................................... 270 292 7.25% due 05/15/30 ...................................... 60 68 68 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- AGGRESSIVE BALANCED FUND Par Market Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued U.S. Government Agencies - Continued 7.5% due 12/01/99 ................. $ 420 $ 429 7.5% due 12/01/99 ................. 279 283 Federal National Mortgage Assoc. - Notes 4.75% due 11/14/03 ................ 50 49 7.0% due 07/15/05 ................. 420 441 ------- 2,537 U.S. Governmental - 9.1% U.S. Treasury 5.875% due 02/15/04 ............... 300 306 U.S. Treasury - Bonds 5.25% due 02/15/29 ................ 47 45 5.875% due 11/15/04 ............... 450 462 8.875% due 08/15/17 ............... 210 286 U.S. Treasury - Notes 6.25% due 10/31/01 ................ 265 266 6.5% due 02/15/10 ................. 105 115 6.625% due 05/15/07 ............... 400 431 ------- 1,911 ------- TOTAL PUBLICLY-TRADED BONDS- 25.9% 5,420 SHORT-TERM INVESTMENTS - 8.8% Investment in joint trading account (Note B) 6.695% due 01/02/01 1,852 1,853 -------- ------- TOTAL INVESTMENTS- 106.8% 22,363 Payables, less cash and receivables- (6.8)% (1,422) -------- ------- NET ASSETS- 100.0% 20,941 ======== ======= See notes to financial statements. 69 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- ACTIVE BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS Aerospace & Defense - 1.2% Jet Equipment Trust 10.91% due 08/15/14 ........................... $ 2,100 $ 2,305 Lockheed Martin Corp. - Bonds 8.5% due 12/01/29 ............................. 2,635 2,990 Raytheon Co. 7.9% due 03/01/03 ............................. 2,605 2,678 Raytheon Co. - Notes 8.3% due 03/01/10 ............................. 1,650 1,808 -------- 9,781 Agricultural Operations - 0.3% Marlin Water Trust - Sr. Notes 144A (a) 7.09% due 12/15/01 ............................ 2,553 2,557 Automobile - 0.8% Ford Motor Co. - Bonds 7.45% due 07/16/31 ............................ 2,675 2,516 Toyota Auto Receivables Owner Trust - Ser 2000-B Cl. A4 6.8% due 04/15/07 ............................. 3,715 3,804 -------- 6,320 Bank - 3.2% Abbey National First Capital - Sr Sub. Notes 8.2% due 10/15/04 ............................. 4,000 4,242 Bank of America Corp. - Sub. Notes 7.8% due 02/15/10 ............................. 2,685 2,795 BNP PARIBAS Capital Trust 9.003% due 12/29/49 ........................... 1,785 1,857 International Bank of Reconstruction & Development - Debs 8.25% due 09/01/16 ............................ 2,150 2,571 National Westminister Bank, NY - Sub. Notes 9.45% due 05/01/01 ............................ 5,000 5,050 NB Capital Trust IV 8.25% due 04/15/27 ............................ 1,680 1,593 RBSG Capital Corp. - Notes 10.125% due 03/01/04 .......................... 5,000 5,489 Royal Bank of Scotland Group plc 8.817% due 03/31/05 ........................... 1,870 1,958 -------- 25,555 Brokerage & Investment Management - 0.2% Salomon Brothers Mortgage Securities VII 6.75% due 07/25/24 ............................ 1,890 1,886 Chemical - 0.2% Akzo Nobel, Inc. - Bonds 144A (a) 6.0% due 11/15/03 ............................. 1,630 1,609 Cosmetic & Personal Care - 0.2% Procter & Gamble Co. - Debs 6.45% due 01/15/26 ............................ 1,755 1,681 Electric Power - 8.4% AES Corp. 9.375% due 09/15/10 ........................... 725 747 AES Corp. - Sr. Notes 9.5% due 06/01/09 ............................. 1,645 1,703 AES Corp. - Sr. Sub. Notes 10.25% due 07/15/06 ........................... 2,243 2,316 AES Eastern Energy 9.0% due 01/02/17 ............................. 2,130 2,166 Beaver Valley Funding Corp. - Debs 9.0% due 06/01/17 ............................. 2,365 2,586 BVPS II Funding Corp. - Coll. Lease Bonds 8.89% due 06/01/17 ............................ 2,464 2,622 CalEnergy Co., Inc. - Bonds 8.48% due 09/15/28 ............................ 2,685 2,904 Calpine Corp. - Sr. Notes 10.5% due 05/15/06 ............................ 1,920 1,978 Cleveland Electric Illuminating Co. 7.88% due 11/01/17 ............................ 480 483 Cleveland Electric Illuminating Co. - 1st Mtge 9.5% due 05/15/05 ............................. 5,775 5,932 CMS Energy Corp. - Sr. Notes 6.75% due 01/15/04 ............................ 2,040 1,921 8.125% due 05/15/02 ........................... 2,650 2,625 CMS ENERGY Corp. 9.875% due 10/15/07 ........................... 730 763 Connecticut Light & Power Co. 7.75% due 06/01/02 ............................ 1,090 1,108 Connecticut Light & Power Co. - Notes 144A (a) 8.59% due 06/04/03 ............................ 1,310 1,316 East Coast Power LLC - Secd. Notes 7.066% due 03/31/12 ........................... 1,855 1,776 Long Island Lighting Co. - Debs 8.2% due 03/15/23 ............................. 3,235 3,313 Midland Cogeneration Venture - Debs 10.33% due 07/23/02 ........................... 411 421 10.33% due 07/23/02 ........................... 1,694 1,735 Monterrey Power SA de CV - Sec. Bonds 144A (a) 9.625% due 11/15/09 ........................... 650 633 Niagara Mohawk Power Corp. - Debs 8.77% due 01/01/18 ............................ 3,909 4,223 North Atlantic Energy Corp. - 1st Mtge 9.05% due 06/01/02 ............................ 1,230 1,245 Peco Energy Transition Trust 7.625% due 03/01/10 ........................... 7,630 8,016 PNPP II Funding Corp. - Debs 9.12% due 05/30/16 ............................ 2,455 2,641 Quest Diagnostic, Inc. 10.75% due 12/15/06 ........................... 1,847 1,939 Sierra Pacific Resources - Notes 8.75% due 05/15/05 ............................ 2,535 2,660 70 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- ACTIVE BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Electric Power - Continued System Energy Resources, Inc. - 1st Mtge. 7.71% due 08/01/01..................................... $ 2,590 $ 2,604 TXU Electric & Gas 8.175% due 01/30/37 ................................... 1,810 1,665 Waterford 3 Funding - Entergy - Bonds 8.09% due 01/02/17 .................................... 4,488 4,409 XCEL Energy, Inc. - Sr. Notes 7.0% due 12/01/10 ..................................... 2,470 2,449 -------- 70,899 Energy - Alternative Source - 0.2% Pugent Sound Energy, Inc. 7.69% due 02/01/11 .................................... 1,785 1,861 Financial Services - 4.6% Associates Corp. of North America - Debs. 6.95% due 11/01/18 .................................... 1,465 1,388 Bank of New York Institution Capital - 144A (a) 7.78% due 12/01/26 .................................... 3,350 3,157 Barclays North America Capital Corp. - Debs. 9.75% due 05/15/21 .................................... 4,650 4,886 Citigroup , Inc. 7.25% due 10/01/10 .................................... 3,280 3,380 ERAC USA Finance Co. 7.95% due 12/15/09 .................................... 1,675 1,660 General Electric Cap Corp. - Notes 6.875% due 11/15/10 ................................... 2,670 2,800 General Motors Acceptance Corp. 7.5% due 07/15/05 ..................................... 2,535 2,595 HSBC Capital Funding LP - Ser. 144A (a) 9.547% due 12/31/49 ................................... 2,115 2,325 ING Capital Funding Trust III 8.439% due 12/31/49 ................................... 1,770 1,801 NiSource Finance Corp. - 144A (a) 7.875% due 11/15/10 ................................... 1,980 2,080 Peco Energy Transition Trust 6.05% due 03/01/09 .................................... 2,600 2,579 Spear Leeds & Kellogg lp - Notes 8.25% due 08/15/05 .................................... 2,015 2,135 Sun Canada Financial Co. - Bonds 144A (a) 6.625% due 12/15/07 ................................... 3,345 3,329 The MONY Group, Inc. - Sr. Notes 7.45% due 12/15/05 .................................... 1,155 1,169 UBS Preferred Funding TRI 8.622% due 10/29/49 ................................... 1,805 1,894 URC Holdings Corp. - Sr. Notes 144A (a) 7.875% due 06/30/06 ................................... 1,840 1,913 -------- 39,091 Food, Beverage & Tobacco - 0.6% Canandaigua Brands, Inc. - Sr. Sub. Notes 8.75% due 12/15/03 ................................ 2,365 2,318 Earthgrains Co. 8.375% due 08/01/03................................ 2,500 2,519 -------- 4,837 Foreign Governmental - 2.1% Hydro-Quebec - Debs. Ser. IF 7.375% due 02/01/03 ............................... 1,000 1,026 Hydro-Quebec - Debs. 9.4% due 02/01/21 ................................. 610 761 Hydro-Quebec - Debs. Ser. FU 11.75% due 02/01/12 ............................... 5,000 7,019 Nova Scotia 8.75% due 04/01/22 ................................ 3,000 3,608 Province of Quebec - Debs 7.5% due 09/15/29 ................................. 2,970 3,198 Province of Saskatchewan 9.375% due 12/15/20 ............................... 1,500 1,889 -------- 17,501 Health Care Products - 0.2% Fresenius Medical Capital Trust II 7.875% due 02/01/08 ............................... 1,740 1,583 Health Care Services - 0.5% Dynacare, Inc. - Sr. Notes 10.75% due 01/15/06 ............................... 2,125 1,997 HCA - The Healthcare Co. - Notes 8.75% due 09/01/10 ................................ 910 958 Tenet Healthcare Corp. - Sr. Notes 8.0% due 01/15/05 ................................. 1,295 1,311 -------- 4,266 Insurance - 1.3% AXA - Sub Notes 8.6% due 12/15/30 ................................. 1,770 1,822 Equitable Life Assurance Society USA - Notes 144A (a) 6.95% due 12/01/05 ................................ 1,240 1,251 Mass. Mutual Life Insurance Co. - Notes 144A (a) 7.625% due 11/15/23 ............................... 2,640 2,629 New York Life Insurance Co. - Sr. Notes 144A (a) 7.5% due 12/15/23 ................................. 5,970 5,324 -------- 11,026 Leisure & Recreation - 0.2% MGM Mirage, Inc. 8.5% due 09/15/10 ................................. 1,430 1,472 Media - TV / Radio - 2.3% Adelphia Communications Corp. - Sr. Notes 8.125% due 07/15/03 ............................... 1,270 1,181 9.25% due 10/01/02 ................................ 2,460 2,374 British Sky Broadcasting 8.2% due 07/15/09 ................................. 1,845 1,741 71 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- ACTIVE BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Media - TV / Radio - Continued Clear Channel Communications - Sr. Notes 7.875% due 06/15/05 ................................. $ 1,690 $ 1,757 Continental Cablevision - Sr. Notes 8.3% due 05/15/06 ................................... 2,165 2,320 EchoStar DBS Corp. - Sr. Notes 9.375% due 02/01/09 ................................. Lenfest Communications, Inc. 8.375% due 11/01/05 ................................. 1,690 1,808 News America Holdings, Inc. - Debs. 8.25% due 08/10/18 .................................. 1,275 1,250 Rogers Cablesystems - Sr. Notes 10.0% due 03/15/05 .................................. 1,205 1,271 TCI Communications, Inc. - Debs. 7.875% due 02/15/26 ................................. 1,780 1,739 Time Warner, Inc. - Debs. 9.125% due 01/15/13 ................................. 3,133 3,640 ---------- 19,081 Metal Production & Fabrication - 0.2% Yanacocha Receivables - Pass thru Certs. 144A (a) 8.4% due 06/15/05 ................................... 1,466 1,397 Municipals - 0.4% New Hampshire State - Taxable Pease Dev. Auth. 7.7% due 07/01/12 ................................... 3,000 3,182 Natural Gas Distribution - 0.4% Keyspan Corp. - Notes 7.625% due 11/15/10 ................................. 1,775 1,886 Louis Dreyfus Natural Gas Corp. 6.875% due 12/01/07 ................................. 1,690 1,675 ---------- 3,561 Oil - 0.3% TOSCO Corp. 8.125% due 02/15/30 ..................... 2,650 2,854 Oil & Natural Gas Exploration & Production - 1.6% Alberta Energy Co., Ltd. - Notes 8.125% due 09/15/30 ................................. 1,800 1,910 Amerada Hess Corp. - Bonds 7.875% due 10/01/29 ................................. 2,625 2,745 Apache Finance of Canada 7.75% due 12/15/29 .................................. 2,685 2,833 Occidental Petroleum Corp. - Sr. Debs. 10.125% due 09/15/09 ................................ 3,000 3,531 Ocean Energy, Inc. 8.875% due 07/15/07 ................................. 1,325 1,358 Snyder Oil Corp. 8.75% due 06/15/07 .................................. 805 835 ---------- 13,212 Oil - Equipment & Service - 0.6% EL Paso Energy Corp. 8.05% due 10/15/30 ............. 2,635 2,770 Humpuss Funding Corp. - 144A (a) 7.72% due 12/15/09 .................................. 1,038 816 Petroleum Geo-Services ASA - Sr. Notes 7.125% due 03/30/28 ................................. 2,165 1,745 ---------- 5,331 Paper & Forest Products - 0.3% International Paper Co. Notes 144A (a) 8.125% due 07/08/05 ................................. 2,540 2,636 Personal & Commercial Lending - 8.3% Boeing Cap. Corp. 7.375% due 09/27/10 ................................. 2,685 2,877 Commercial Mortgage Acceptance Corp. - Ser. 1991-C1 A1 6.79% due 06/15/31 .................................. 3,278 3,348 CS First Boston Mortgage Securities Corp. - Ser. 1998-C1 A1A 6.26% due 04/11/30 .................................. 2,567 2,576 Deutsche Mortgage & Asset Receiving Corp. - Ser. 1998-C1 Cl. C 6.861% due 03/15/08 ................................. 2,170 2,168 EQCC Home Equity Loan Trust 6.57% due 02/15/29 .................................. 2,120 2,118 Ford Credit Auto Owner Trust 6.58% due 11/15/04 .................................. 5,025 5,119 Ford Motor Credit Co. - Notes 6.125% due 04/28/03 ................................. 3,185 3,157 GMAC Commercial Mortgage Securities, Inc. 6.566% due 11/15/07 ................................. 3,385 3,402 GMAC Commercial Mortgage Securities, Inc. - 1997-C1 A2 6.853% due 09/15/06 ................................. 7,325 7,483 Household Finance Corp. - Notes 5.875% due 11/01/02 ................................. 3,955 3,923 Household Finance Corp. - Sr. Unsub. 5.875% due 02/01/09 ................................. 1,820 1,678 LB Commercial Conduit Mortgage Trust - Ser. 1999-C1 6.41% due 08/15/07 .................................. 3,348 3,379 Midland Funding Corp. II - Debs. 11.75% due 07/23/05 ................................. 3,185 3,344 MMCA Auto Owner Trust 6.86% due 06/15/05 .................................. 4,092 4,195 Money Store Home Equity Trust - Ser. 1997- C1 DAF7 6.485% due 12/15/28 ................................. 4,060 4,061 Morgan Stanley Capital Ser. 1999-CAM1 Cl. A3 6.92% due 11/15/18 .................................. 7,605 7,828 72 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- ACTIVE BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Personal & Commercial Lending - Continued U.S. West Capital Funding, Inc. 6.875% due 07/15/28 ................................. $ 2,675 $ 2,339 UCFC Home Equity Loan 7.18% due 02/15/25 .................................. 1,115 1,137 UCFC Home Equity Loan - Ser. 1997-A1 A8 7.22% due 06/15/28 .................................. 6,177 6,289 --------- 70,421 Pollution Control - 0.3% Enron Corp. - Notes 144A (a) 8.0% due 08/15/05 ................................... 2,510 2,622 Real Estate Investment Trust - 2.4% American Health Properties, Inc. - Notes 7.5% due 01/15/07 ................................... 1,350 1,278 Amresco Residential Securities - Mtge. Loan 6.51% due 08/25/27 .................................. 7,885 7,873 Cabot Industrial Properties LP - Notes 7.125% due 05/01/04 ................................. 1,975 1,976 Camden Property Trust - Sr. Notes 7.0% due 04/15/04 ................................... 2,170 2,148 IMC Home Equity Loan Trust - Ser. 1998-1 A4 6.6% due 03/20/25 ................................... 3,280 3,292 Liberty Property LP - Notes 6.6% due 06/05/02 ................................... 1,675 1,679 TriNet Corp. Realty Trust, Inc. - Notes 7.3% due 05/15/01 ................................... 2,070 2,027 --------- 20,273 Real Estate Operations - 0.2% HMH Properties, Inc. - Ser. A 7.875% due 08/01/05 ................................. 2,075 1,992 Telecommunication Equipment - 0.2% BellSouth Capital Funding - Debs 7.875% due 02/15/30 ................................. 1,755 1,801 Telecommunication Services - 2.1% Cox Communications, Inc. - Notes 7.75% due 11/01/10 .................................. 1,785 1,854 CSC Holdings, Inc. - Sr. Notes 8.125% due 07/15/09 ................................. 2,055 2,101 Dominion Resources, Inc. 8.125% due 06/15/10 ................................. 2,680 2,895 McLeodUSA, Inc. - Sr. Notes 9.5% due 11/01/08 ................................... 1,520 1,368 NTL Communications Corp. - Sr. Notes 11.5% due 10/01/08 .................................. 1,625 1,446 Telecorp PCS, Inc. 11.625% due 04/15/09 ................................ 1,715 1,175 Verizon Global Funding Corp. - Bonds 144A (a) 7.75% due 12/01/30 .................................. 2,640 2,686 Voicestream Wireless Corp. Sr. Notes 10.375% due 11/15/09 ................................ 545 586 Voicestream Wireless Corp. 11.5% due 09/15/09 .................................. 1,540 1,709 Worldcom, Inc. 8.0% due 05/15/06 ................................... 2,350 2,391 --------- 18,211 Telephone - 1.0% Calpine Corp. 8.25% due 08/15/05 .................................. 3,450 3,426 LCI International, Inc. - Sr. Notes 7.25% due 06/15/07 .................................. 2,205 2,230 MetroNet Communications Corp. - Sr. Notes 12.0% due 08/15/07 .................................. 1,770 1,948 Pinnacle Partners 8.83% due 08/15/04 .................................. 1,350 1,395 --------- 8,999 Transportation Services - 2.4% America West Airlines, Inc. - Pass thru Certs. 6.93% due 01/02/08 .................................. 1,522 1,504 Burlington North Santa Fe 7.95% due 08/15/30 .................................. 2,625 2,746 Continental Airlines, Inc. - Pass thru Certs. 7.206% due 06/30/04 ................................. 2,634 2,640 Delta Air Lines - Ser. 00-1 7.57% due 11/18/10 .................................. 1,785 1,884 Erac USA Finance Co. - Notes 144A (a) 6.625% due 02/15/05 ................................. 900 874 Northwest Airlines Corp. 8.375% due 03/15/04 ................................. 1,350 1,296 Northwest Airlines Corp. - Ser. 1996-1 8.97% due 01/02/15 .................................. 211 222 NWA Trust - Sr. Notes 9.25% due 06/21/14 .................................. 2,248 2,455 Railcar Trust - Pass thru Notes Ser 1992 -1 7.75% due 06/01/04 .................................. 1,476 1,511 U.S. Air, Inc. - Pass thru Certs. Ser. 1990 - A1 11.2% due 03/19/05 .................................. 1,193 1,209 United Air Lines 7.032% due 04/01/12 ................................. 2,475 2,533 Wisconsin Central Transportation Corp. - Notes 6.625% due 04/15/08 ................................. 1,360 1,343 --------- 20,217 U.S. Government Agencies - 31.9% Federal National Mortgage Assoc. 6.0% due 09/01/14 ................................... 9,209 9,091 6.5% due 09/01/13 ................................... 131 131 6.5% due 07/01/14 ................................... 8,314 8,312 6.5% due 11/01/14 ................................... 125 125 73 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- ACTIVE BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued U.S. Government Agencies - Continued 6.5% due 01/01/15 ................................. $ 59 $ 59 6.5% due 02/01/15 ................................. 99 99 6.5% due 06/01/15 ................................. 439 439 6.5% due 11/01/28 ................................. 10,199 10,065 6.625% due 09/15/09 ............................... 9,920 10,337 Federal National Mortgage Assoc. Ser. 1997-M8 Cl.A 6.94% due 01/25/22 ................................ 1,418 1,455 Federal National Mortgage Assoc. 7.0% due 09/01/10 ................................. 4,039 4,093 7.0% due 11/01/14 ................................. 5,778 5,839 7.385% due 03/25/21 ............................... 1,010 1,036 Federal National Mortgage Assoc. - Notes 7.125% due 01/15/30 ............................... 13,165 14,736 Government National Mortgage Assoc. 6.0% due 01/15/29 ................................. 9,564 9,280 6.5% due 01/15/29 ................................. 4,362 4,313 6.5% due 07/15/28 ................................. 14,515 14,352 6.5% due 02/15/29 ................................. 12,211 12,073 6.5% due 04/15/29 ................................. 8,031 7,940 6.5% due 05/15/29 ................................. 8,921 8,821 6.5% due 06/15/29 ................................. 26,859 26,557 6.5% due 08/15/29 ................................. 6,947 6,868 7.0% due 09/15/25 ................................. 2,104 2,117 7.0% due 08/15/28 ................................. 6,421 6,449 7.0% due 03/15/29 ................................. 7,492 7,525 7.0% due 04/15/29 ................................. 12,036 12,089 7.0% due 06/15/29 ................................. 422 424 7.0% due 09/15/29 ................................. 31,713 31,852 7.0% due 10/15/30 ................................. 6,201 6,228 7.5% due 09/15/29 ................................. 17,845 18,151 7.5% due 12/15/29 ................................. 8,583 8,731 7.5% due 10/15/30 ................................. 6,196 6,302 7.5% due 11/15/30 ................................. 864 879 8.0% due 05/15/25 ................................. 290 298 8.0% due 06/15/25 ................................. 273 281 8.0% due 09/15/25 ................................. 563 578 8.0% due 01/15/26 ................................. 276 283 8.0% due 08/15/27 ................................. 1,473 1,512 8.0% due 07/15/30 ................................. 6,650 6,824 8.5% due 09/15/21 ................................. 607 631 9.0% due 05/15/21 ................................. 415 437 9.0% due 08/15/21 ................................. 486 511 9.5% due 06/15/16 ................................. 321 339 --------- 268,462 U.S. Governmental - 13.6% U.S. Treasury - Notes 5.625% due 05/15/08 ............................... 15,490 15,897 5.75% due 08/15/03 ................................ 39,750 40,328 5.75% due 08/15/10 ................................ 3,625 3,799 7.0% due 07/15/06 ................................. 4,799 5,223 U.S. Treasury - Bonds 6.125% due 08/15/29 ............................... 3,705 4,035 7.125% due 02/15/23 ............................... 2,057 2,451 U.S. Treasury - Notes 7.5% due 02/15/05 ................................. 27,721 30,142 U.S. Treasury - Bonds 8.875% due 08/15/17 ............................... 9,239 12,558 --------- 114,433 --------- TOTAL PUBLICLY-TRADED BONDS- 92.7% 780,610 WARRANTS Telephone - 0.0% MetroNet Communications Corp. - CW07 144A (a) expires 08/15/07 (Cost $58)........................ 2 229 --------- TOTAL WARRANTS- 0.0% 229 SHORT-TERM INVESTMENTS - 5.9% Investment in joint trading account (Note B) 6.695% due 01/02/01 50,007 50,033 --------- --------- TOTAL INVESTMENTS- 98.6% 830,872 Cash and Receivables, less payables- 1.4% 11,427 --------- --------- NET ASSETS- 100.00% 842,299 ========= ========= (a) Pursuant to Rule 144A (a) under the Securities Act of 1993, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2000, securities aggregated $35,217 or 4.18% of net assets of the Portfolio. See notes to financial statements. 74 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- CORE BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS Aerospace & Defense - 1.0% Lockheed Martin Corp. 8.2% due 12/01/09 .................................... $ 50 $ 55 Automobile - 1.9% Hertz Corp. 7.625% due 08/15/07 .................................. 100 103 Bank - 4.3% Barclays Bank plc - Bonds 144A (a) 8.55% due 09/29/49 ................................... 75 79 Korea Development Bank 6.5% due 11/15/02 .................................... 50 49 National Bank of Canada - Notes Ser. B 8.125% due 08/15/04 .................................. 100 105 ------ 233 Brokerage & Investment Management - 1.0% Lehman Brothers Holdings, Inc. 7.875% due 08/15/10 .................................. 50 52 Computer Equipment - 2.4% Adaptec Inc. 4.75% due 02/01/04 ................................... 50 38 Dell Computer Corp. 7.1% due 04/15/28 .................................... 100 90 ------ 128 Electric Power - 1.9% Isreal Electric Corp. Ltd. 8.25% due 10/15/09 ................................... 100 102 Financial Services - 5.1% Amvescap plc 6.6% due 05/15/05 .................................... 75 74 General Electric Capital Corp. 6.65% due 09/03/02 ................................... 100 101 General Motors Acceptance Corp. 7.5% due 07/15/05 .................................... 100 103 ------ 278 Leisure & Recreation - 1.9% International Speedway Corp. 7.875% due 10/15/04 .................................. 100 103 Media - TV / Radio - 0.9% Clear Channel Communications 7.65% due 09/15/10 ................................... 50 51 Metals & Mining - 0.7% Inco, Ltd. - Debs. 9.6% due 06/15/22 .................................... 40 40 Oil - 2.0% TOSCO Corp. 8.125% due 02/15/30 .................................. 100 108 Oil & Natural Gas Exploration & Production - 1.8% Union Pacific Resources Group, Inc. 7.0% due 10/15/06 .................................... 50 51 Enterprise Oil - Bonds 7.0% due 05/01/18 .................................... 50 47 ------ 98 Personal & Commercial Lending - 1.0% Prime Credit Card Master Trust 6.7% due 11/15/05 .................................... 50 50 Pollution Control - 1.3% USA Waste Service , Inc. 7.125% due 10/01/07 .................................. 75 72 Real Estate Development - 0.5% EOP Operating LP - Notes 7.375% due 11/15/03 .................................. 25 25 Retail - Department Stores - 1.9% Target Corp. 7.5% due 02/15/05 .................................... 100 104 Telecommunication Services - 3.5% Deutsche Telekom International Finance 8.25% due 06/15/30 ................................... 100 99 Sprint Capital Corp. 6.375% due 05/01/09 .................................. 100 90 ------ 189 Transportation Services - 2.9% Delta Air Lines - Ser. 00-1 7.57% due 11/18/10 ................................... 50 53 United Airlines 7.73% due 07/01/10 ................................... 100 105 ------ 158 U.S. Government Agencies - 46.1% Federal Home Loan Mortgage Corp. - Notes 5.75% due 07/15/03 ................................... 200 200 Federal Home Loan Mortgage Corp. 6.0% due 01/01/29 .................................... 194 188 7.5% due 01/01/30 .................................... 99 100 Federal National Mortgage Assoc. 5.125% due 02/13/04 .................................. 350 345 6.0% due 11/01/28 .................................... 194 188 7.0% due 07/01/30 .................................... 195 196 7.5% due 08/01/15 .................................... 387 396 7.5% due 07/01/30 .................................... 199 202 8.0% due 12/01/29 .................................... 280 287 8.5% due 01/01/31 .................................... 200 206 Government National Mortgage Assoc. 7.0% due 08/15/29 .................................... 99 100 75 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- CORE BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued U.S. Government Agencies - Continued 7.5% due 07/15/30 ................................. $ 97 $ 99 -------- 2,507 U.S. Governmental - 14.9% U.S. Treasury 4.25% due 01/15/10 ................................ 103 107 U.S. Treasury - Notes 5.25% due 05/15/04 ................................ 50 50 U.S. Treasury - Bonds 7.25% due 05/15/16 ................................ 350 412 7.25% due 08/15/22 ................................ 200 241 -------- 810 -------- TOTAL PUBLICLY-TRADED BONDS- 97.0% 5,266 SHORT-TERM INVESTMENTS - 1.3% Investment in joint trading account (Note B) 6.695% due 01/02/01 69 69 ------- -------- TOTAL INVESTMENTS- 98.3% 5,335 Cash and Receivables, less payables- 1.7% 93 ------- -------- NET ASSETS- 100.0% 5,428 ======= ======== (a) Pursuant to Rule 144A under the Securities Act of 1993, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2000, securities aggregated $79 or 1.5% of net assets of the Portfolio. See notes to financial statements 76 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- EMERGING MARKETS EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Argentina - 0.5% Acindar Industria Argentina de Aceros SA - Ser. B * (STEE) ............................ 6,311 $ 5 Banco Frances del Rio de la Plata SA - ADR (BANK) ...................................... 560 12 Grupo Financiero Galicia SA (FINL) ................ 2,384 35 IRSA Inverionses York Represent (READ) .......................................... 953 16 Siderar SAIC - Cl. A * (STEE) ..................... 2,797 7 Telecom Argentina Stet-France Telecom SA - ADR (TELS) ................................. 4,860 76 ------- 151 Brazil - 8.9% Centrais Electricas Brasileiras SA (UTIE) ......... 845,000 16 Centrais Electricas Brasileiras SA ADR - ADR (UTIE) ...................................... 1,000 9 Companhia Energetica de Minas Gerias - ADR (UTIE) ...................................... 3,540 51 Companhia Vale do Rio Doce - ADR (META) .......................................... 1,605 39 Embraer - Empresa Brasileira de Aeronautica SA (AERO) ........................... 4,800 191 Embratel Participacoes SA - ADR (UTIT) ............ 15,286 240 Petroleo Brasileiro SA * (OILX) ................... 11,400 288 Petroleo Brasileiro SA - ADR (OILX) ............... 3,545 83 Tele Celular Sul Participacoes SA - ADR (TELS) .......................................... 3,798 99 Tele Norte Leste Participacoes SA - ADR (TELS) .......................................... 14,832 338 Telecomunicacoes Brasileiras SA - ADR (UTIT) .......................................... 4,943 360 Telecomunicacoes do Parana SA (TELS) .............. 5,205 307 Telemig Celular Participacoes SA - ADR (TELS) .......................................... 997 59 Telesp Celular Participacoes SA - ADR (TELS) .......................................... 7,424 201 Unibanco - Uniao de Bancos Brasileiros SA - GDR (BANK) ................................. 13,501 398 Votorantim Celulose e Papel SA - ADR (PAPR) .......................................... 4,400 61 -------- 2,740 Cayman Islands - 0.0% SINA.com * (SOFT) ................................. 1,100 3 Chile - 0.2% Compania de Telecomunicaciones de Chile SA (UTIT) ................................. 4,700 62 China - 0.9% China Petroleum (OILE) ............................ 313,000 49 Great Wall Technology Co. * (ETRN) ................ 393,000 128 Guandong Kelon Electrical Holdings Co., Ltd. - H Shares (APPL) .......................... 34,000 6 Nanjing Panda Electric (UTIE) ..................... 222,000 49 Yanzhou Coal Mining Co., Ltd. ADR - ADR (META) ...................................... 3,960 55 -------- 287 Czech Republic - 0.3% Cesky Telecom AS - GDR * (TELS) ................... 4,270 57 SPT Telecom AS (TELS) ............................. 3,510 48 -------- 105 Egypt - 0.6% Egypt Gas Co. (OILX) .............................. 700 27 Egypt Mobile Phone * (TELS) ....................... 8,448 165 -------- 192 Greece - 1.3% Alpha Credit Bank * (BANK) ........................ 1,770 61 Bank of Piraeus (BANK) ............................ 2,770 43 Commercial Bank of Greece (BANK) .................. 980 48 EFG Eurobank * (BANK) ............................. 494 10 Hellenic Telecommunications Organization SA (UTIT) .......................... 948 14 Hellenic Telecommunications Organization SA - ADR (UTIT) .................... 20,974 152 National Bank of Greece SA (BANK) ................. 1,940 74 National Bank of Greece SA - ADR * (BANK) .......................................... 680 5 -------- 407 Hong Kong - 6.2% Asia Satellite Telecommunications Holdings, Ltd. (TELS) ........................... 17,000 35 China Merchants Holdings International Co., Ltd. (CNSU) ................................ 123,000 89 China Mobile (Hong Kong) Limited (TELS) .......................................... 13,100 355 China Telecom (Hong Kong), Ltd. (TELS) .......................................... 140,000 765 China Unicom, Ltd. * (TELS) ....................... 1,900 28 China Unicom, Ltd. * (TELS) ....................... 18,000 28 Citic Pacific, Ltd. (DIOP) ........................ 33,000 117 Cosco Pacific, Ltd. (COMM) ........................ 141,000 109 Founder Holdings, Ltd. (META) ..................... 136,000 38 Legend Holdings (COMP) ............................ 205,000 129 Sun Television Cybernetworks Holdings, Ltd. (MEDI) ............................. 1,269,000 30 TCL International Holdings, Ltd. * (ETRN) .......................................... 452,000 103 Timeless Software, Ltd. * (SOFT) .................. 204,000 26 Yue Yuen Industrial Holdings (APPA) ............... 32,000 55 -------- 1,907 77 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- EMERGING MARKETS EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Hungary - 1.1% Gedeon Richter Rt. (HEAL) ......................... 585 $ 35 Magyar Tavkozlesi Rt. (UTIT) ...................... 12,354 51 Magyar Tavkozlesi Rt. - ADR (UTIT) ................ 7,637 156 OTP Bank Rt. (BANK) ............................... 1,620 91 -------- 333 India - 6.7% Aptech, Ltd. * (SOFT) ............................. 5,600 45 Bharat Heavy Electricals, Ltd. (ELEQ) ............. 38,200 134 BSES, Ltd. * (UTIE) ............................... 12,500 53 Cipla, Ltd. (HEAL) ................................ 1,750 39 Container Corp. of India, Ltd. (TRAN) ............. 24,092 87 Dabur India, Ltd. (HEAL) .......................... 22,000 32 Dr. Reddy's Laboratories, Ltd. (HEAL) ............. 3,500 95 HCL Technologies, Ltd. * (SOFT) ................... 5,500 63 Hero Honda Motors, Ltd. * (AUTO) .................. 3,550 66 Hindustan Lever Ltd. (CNSU) ....................... 24,750 109 Housing Development Financing Corp., Ltd. (LEND) ..................................... 12,380 144 Indialnfo, Ltd. (SOFT) ............................ 10,639 44 Indo Gulf Corp., Ltd. (CHEM) ...................... 20,500 19 Infosys Technologies, Ltd. * (SOFT) ............... 2,565 313 Lupin Laboratories, Ltd. (HEAL) ................... 4,600 22 Mahanagar Telephone Nigam, Ltd. (TELS) .......................................... 29,750 135 NIIT, Ltd. (SOFT) ................................. 2,850 97 Ranbaxy Laboratories, Ltd. * (HEAL) ............... 12,250 176 Reliance Industries, Ltd. - GDR * (CHEM) .......................................... 7,950 129 Satyam Computer Services Limited (SOFT) .......................................... 17,435 121 STERLITE Industries (DIOP) ........................ 5,950 20 Strides Arcolab, Ltd. (CNSU) ...................... 2,500 9 Tata Engineering and Locomotive Co., Ltd. - GDR (AUTO) ............................... 11,000 20 Zee Telefilms Ltd. (MEDI) ......................... 14,800 88 -------- 2,060 Indonesia - 0.6% PT Gudang Garam Tbk (FOOD) ........................ 99,500 134 PT Indah Kiat Pulp & Paper Corp. Tbk (PAPR) .......................................... 159,000 13 PT Telekomunikasi Indonesia - ADR (UTIT) .......................................... 7,510 31 -------- 178 Israel - 10.7% Aladdin Knowledge Systems (SOFT) .................. 5,187 19 AudioCodes, Ltd. * (TELE) ......................... 9,000 122 BATM Advanced Communications Limited (COMP) .................................. 3,557 6 Breezecom, Ltd. * (TELE) .......................... 7,644 109 CERAGON NETWORKS, Ltd. (TELE) ..................... 2,300 28 Check Point Software Technologies, Ltd. * (SOFT) ........................................ 5,428 725 ECI Telecommunications, Ltd. (MEDI) ............... 49,540 693 Galileo Technology, Ltd. * (ETRN) ................. 12,926 174 Gilat Satellite Networks, Ltd. * (TELE) ........... 969 25 Nice Systems, Ltd. (TELE) ......................... 813 27 Nice Systems, Ltd. - ADR * (TELE) ................. 2,619 53 Optibase, Ltd. * (COMP) ........................... 5,826 39 RADVision, Ltd. * (SOFT) .......................... 7,767 96 Radware, Ltd. * (SOFT) ............................ 8,889 150 Tecnomatix Technologies, Ltd. * (SOFT) ............ 5,682 30 Teva Pharmaceutical Industries, Ltd. .............. (HEAL) .......................................... 1,490 105 Teva Pharmaceutical Industries, Ltd. - ADR (HEAL) ...................................... 10,750 786 TTI Team Telecom International, Ltd. * (TELS) .......................................... 8,556 128 -------- 3,315 Malaysia - 2.1% British American Tobacco (Malaysia) Berhad (FOOD) ................................... 14,000 129 Commerce Asset Holding Bhd (BANK) ................. 14,000 30 Digi Swisscom * (TELS) ............................ 40,000 51 Malayan Banking Berhad (BANK) ..................... 38,000 135 Malaysian Pacific Industries (ETRN) ............... 10,000 41 Resorts World Berhad (LEIS) ....................... 19,000 31 Telekom Malaysia Berhad (TELS) .................... 36,000 107 Tenaga Nasional Berhad (UTIE) ..................... 38,000 116 -------- 640 Mexico - 10.2% Alfa, SA * (DIOP) ................................. 44,890 62 Cemex SA de CV - ADR Participation Certificates * (CONS) ........................... 3,448 62 Cemex SA de CV - CPO * (CONS) ..................... 54,839 198 Cifra SA de CV - Ser. V (RETS) .................... 49,700 99 Fomento Economico Mexicano SA de CV (FOOD) .......................................... 15,699 47 Fomento Economico Mexicano SA de CV - ADR (FOOD) .................................... 8,750 261 Grupo Aeroportuario del Sureste SA de CV * (TRAN) ..................................... 18,100 29 Grupo Aeroportuario Sur - ADR * (TRAN) .......................................... 5,900 98 Grupo Carso SA de CV - Ser. A1 (DIOP) ............. 15,200 38 Grupo Financiero Banamex Accival, SA de CV (FINL) .................................... 223,700 368 Grupo Financiero Bancomer SA de CV - Cl. O (FINL) .................................... 296,850 164 Grupo Modelo SA de CV - Ser. C (FOOD) .......................................... 8,200 22 Grupo Sanborns SA - Ser. B1 * (RETS) .............. 2,025 3 Grupo Televisa SA - GDR * (MEDI) .................. 7,184 323 78 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- EMERGING MARKETS EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Mexico - Continued IRSA Inversiones y Representaciones SA - GDR (FINL) .................................... 2,100 $ 23 Kimberly-Clark de Mexico SA de CV (PAPR) .......................................... 38,030 105 Telefonos de Mexico SA - ADR (UTIT) ............... 25,800 1,164 Wal-Mart de Mexico SA de CV - ADR * (RETS) .......................................... 3,216 64 Wal-Mart de Mexico SA de CV - Ser. C (RETS) .......................................... 18,300 34 -------- 3,164 Poland - 1.8% Bank Polska Kasa Opieki SA * (BANK) ............... 1,963 30 BRE Bank SA (BANK) ................................ 170 5 Elektrim Spolka Akcyjna SA (ETRN) ................. 4,506 55 Powszechny Bank Kredytowy SA (BANK) .......................................... 126 3 Telekomunikacja Polska - GDR * (TELS) ............. 66,965 452 Wielkopolski Bank Kredytowy SA (BANK) .......................................... 240 2 -------- 547 South Africa - 4.4% Anglo American Platinum Corp., Ltd. (PMET) .......................................... 3,628 169 Bidvest Group, Ltd. (DIOP) ........................ 13,801 83 De Beers - ADR (PMET) ............................. 1,131 30 De Beers Centenary AG (UTIE) ...................... 7,815 207 Dimension Data Holdings plc (SOFT) ................ 12 Ellerine Holdings, Ltd. (RETS) .................... 10,560 24 FirstRand, Ltd. (FINL) ............................ 12,100 13 Impala Platinum Holdings, Ltd. (META) ............. 509 26 Liberty Life Association of Africa, Ltd. (INSU) .......................................... 3,600 32 M-Cell, Ltd. (TELS) ............................... 25,170 84 Nedcor, Ltd. (BANK) ............................... 5,400 122 Rembrandt Group, Ltd. (DIOP) ...................... 21,380 57 Remgro, Ltd. * (DIOP) ............................. 21,380 146 Sanlam, Ltd. * (INSU) ............................. 52,300 66 Sasol, Ltd. (OILX) ................................ 25,213 163 South African Breweries plc (FOOD) ................ 21,400 151 -------- 1,373 South Korea - 13.9% 39SHOPPING Corp. (RETS) ........................... 1,270 14 Cheil Communications, Inc. (MEDP) ................. 2,120 104 Communication Network Interface, Inc. * (TELE) .......................................... 9,530 16 Hana Bank (BANK) .................................. 7,020 33 Housing & Commercial Bank, Korea (BANK) .......................................... 11,664 265 Humax Co., Ltd. * (APPL) .......................... 11,105 92 Hyundai Electronics Industries Co. (ETRN) .......................................... 27,870 89 Hyundai Motor Co., Ltd. (AUTO) .................... 6,330 61 Kookmin Bank (BANK) ............................... 14,423 170 Korea Electric Power Corp. (UTIE) ................. 6,050 113 Korea Electric Power Corp. - ADR (UTIE) .......................................... 5,950 61 Korea Telecom Corp. * (TELS) ...................... 10,640 563 Korea Telecom Corp. - ADR * (TELS) ................ 12,490 387 Korea Telecom Freetel * (TELS) .................... 1,630 42 LG Home Shopping, Inc. (RETS) ..................... 1,390 31 LG Investment & Securities Co., Ltd. (FINL) .......................................... 7,760 36 Pohang Iron & Steel Co., Ltd. (STEE) .............. 530 32 Samsung Electro-Mechanics Co. (ETRN) .............. 4,970 135 Samsung Electronics (ETRN) ........................ 9,100 1,137 Samsung Securities Co., Ltd. (FUND) ............... 3,870 71 Shinhan Bank (BANK) ............................... 15,860 130 SK Telecom Co., Ltd. (TELS) ....................... 2,920 584 SK Telecom Co., Ltd. - ADR (TELS) ................. 3,740 88 Telson Electronics Co., Ltd. (TELE) ............... 11,084 47 Tongyang Cement Co. (CONS) ........................ 1,940 26 -------- 4,327 Soviet Union - 2.5% LUKoil Holding - ADR (OILS) ....................... 8,002 252 RAO Unified Energy Systems - GDR (UTIE) .......................................... 14,476 119 Rostelecom - ADR * (TELS) ......................... 2,660 14 Surgutneftegaz - ADR (OILS) ....................... 34,786 362 Surgutneftegaz JSC (OILS) ......................... 1,270 11 Vimpel-Communications - ADR * (TELS) .......................................... 1,550 23 -------- 781 Taiwan - 8.5% Advantech Co., Ltd. (ETRN) ........................ 19,000 60 Ambit Microsystems Corp. (COMP) ................... 17,000 72 Ase Test, Ltd. * (ETRN) ........................... 3,700 31 Asustek Computer (COMP) ........................... 3,000 9 Asustek Computer, Inc. - GDR (COMP) ............... 27,424 82 Chinatrust Commercial Bank (BANK) ................. 94,000 57 Compal Electronics Inc. (COMP) .................... 81,000 110 Delta Electronics Inc. (ETRN) ..................... 78,000 244 Far Eastern Textile, Ltd. - GDR * (APPA) .......... 2,849 20 Far Eastern Textile, Ltd. - GDR 144A (a) * (APPA) ........................................ 2,780 19 Hon Hai Precision Industry Co., Ltd. - GDR * (ETRN) .................................... 18,890 219 Hon Hai Precision Insustry Co., Ltd. Cl. G * (ETRN) ........................................ 17,000 86 Macronix International Co., Ltd. * (COMP) .......................................... 53,000 64 Powerchip Semiconductor Corp. * (ETRN) .......................................... 110,000 55 President Chain Store Corp. (RETS) ................ 21,000 55 79 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- EMERGING MARKETS EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Taiwan - Continued Pro Mos Technologies Inc. * (COMP) ................ 20,000 $ 18 Quanta Computer, Inc. (COMP) ...................... 35,000 92 Siliconware Precision (SOFT) ...................... 90,000 50 Siliconware Precision - ADR * (ETRN) .............. 15,552 39 Taishin International Bank (BANK) ................. 43,000 18 Taiwan Semiconductor (ETRN) ....................... 81,000 194 Taiwan Semiconductor Manufacturing Co., Ltd. ADR (ETRN) ............................ 24,405 421 Uni-President Enterprises Co. * (FOOD) ............ 50,000 33 United Microelectronics Corp. (COMP) .............. 258,000 375 Winbond Electronic (ETRN) ......................... 39,000 37 Winbond Electronics Corp. - GDR * (ETRN) .......................................... 9,847 92 Yageo Corp. * (ETRN) .............................. 104,000 82 Zinwell Corp. * (TELE) ............................ 9,000 13 -------- 2,647 Thailand - 1.3% Advanced Info Service Public Co., Ltd. (TELS) .......................................... 15,900 154 BEC World Public Co., Ltd. (MEDI) ................. 12,700 58 Delta Electronics (Thailand) Public Co., Ltd. (ETRN) ..................................... 17,020 73 Shin Corp. Public Co., Ltd. (COMP) ................ 14,700 54 Thai Farmers Bank Public Co., Ltd. (BANK) .......................................... 58,600 29 Total Access Communication Public Co., Ltd (TELS) ...................................... 14,000 38 -------- 406 Turkey - 2.1% Alcatel Teletas Telekomunikasyon Endustri ve Ticaret AS (TELE) ................... 197,626 21 Anadolu Efes Biracilik ve Malt Sanayii AS (FOOD) ....................................... 1,209,995 59 Netas Northern Electric Telekomunikasyon AS (TELE) ...................... 1,521,639 157 Turkcell Iletisim Hizmetleri AS (TELS) ............ 7,008 49 Turkiye Garanti Bankasi AS (BANK) ................. 9,650,518 54 Vestel Elektronik Sanayi ve Ticaret A.S (ETRN) .......................................... 9,097,620 34 Yapi ve Kredi Bankasi AS - GDR * (BANK) .......................................... 1,045 5 Yapi ve Kredi Bankasi AS (BANK) ................... 55,623,378 286 -------- 665 United Kingdom - 0.1% South African Breweries plc * (FOOD) .............. 3,923 28 United States - 1.6% Advanced Semiconductor (ETRN) ..................... 14,175 44 Amdocs, Ltd. * (TELS) ............................. 1,861 123 AsiaInfo Holdings, Inc. * (SOFT) .................. 30 Comverse Technology, Inc. * (COMP) ................ 1,638 178 Metalink, Ltd. * (ETRN) ........................... 2,300 22 Netease.com, Inc. (SOFT) .......................... 6,500 20 Sohu.com, Inc. (SOFT) ............................. 5,100 12 Wipro, Ltd. * (DIOP) .............................. 600 30 Zoran Corp. * (ETRN) .............................. 4,215 66 -------- 495 -------- TOTAL COMMON STOCK- 86.5% 26,813 PREFERRED STOCK Brazil - 5.4% Banco Itau SA (BANK) .............................. 893,000 85 Celular CRT Participacoes * (TELS) ................ 1,045,321 338 Centrais Electricas Brasileires SA - Cl. B (UTIE) .......................................... 453,000 8 Companhia Energetica de Minas Gerais - CEMIG (UTIE) .................................... 2,843,400 41 Companhia Riograndense de Telecomunicacoes * (TELS) ....................... 800,100 322 Companhia Vale do Rio Doce - Cl. A * (META) .......................................... 11,639 284 Embratel Participacoes SA (UTIT) .................. 7,783,000 118 Petroleo Brasileiro SA - Petrobras (OILS) ......... 6,236 147 Tele Celular Sul Participacoes SA (TELS) .......... 8,034,000 21 Tele Centro Sul Participacoes SA (UTIT) ........... 6,041,000 69 Tele Nordeste Celular Participacoes SA (TELS) .......................................... 12,797,600 26 Tele Norte Leste Participacoes SA (UTIT) .......... 4,093,062 88 Telemig Celular Participacoes SA (TELS) ........... 13,849,850 42 Telesp Celular Participacoes SA * (TELS) .......... 9,982,286 105 -------- 1,694 South Korea - 0.2% Samsung Electronics (ETRN) ........................ 960 53 -------- TOTAL PREFERRED STOCK- 5.6% 1,747 80 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- EMERGING MARKETS EQUITY FUND Par Market Name of Issuer Value Value (000's) (000's) SHORT-TERM INVESTMENTS - 6.7% Investment in joint trading account (Note B) 6.695% due 01/02/01 ............... $ 2,076 $ 2,076 ----------- --------- TOTAL INVESTMENTS- 98.8% 30,636 Cash and Receivables, less payables- 1.2% 374 NET ASSETS- 100.0% 31,010 =========== ========= * Non-income producing security. ADR-American Depositary Receipt GDR-Global Depository Receipt (a) Pursuant to Rule 144A under the Securities Act of 1993, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2000, securities aggregated $19 or .06% of net assets of the Portfolio. See notes to financial statements. SUMMARY OF LONG-TERM SECURITIES BY INDUSTRY Market % of Industry Value Long-Term Industry Abbreviation (000s) Investments Telecommunication Services...... TELS 6,438 22.5% Electronic Products & Services.. ETRN 3,713 13.0% Telephone ...................... UTIT 2,507 8.8% Bank ........................... BANK 2,199 7.7% Computer Software & Services.... SOFT 1,815 6.4% Health Care Products ........... HEAL 1,292 4.5% Computer Equipment ............. COMP 1,226 4.3% Media - TV / Radio ............. MEDI 1,192 4.2% Food, Beverage & Tobacco ....... FOOD 862 3.0% Electric Power ................. UTIE 843 3.0% Oil ............................ OILS 772 2.7% Financial Services ............. FINL 640 2.2% Telecommunication Equipment..... TELE 617 2.2% Oil & Natural Gas............... Exploration & Production ....... OILX 562 2.0% Diversified Operations ......... DIOP 551 1.9% Metals & Mining ................ META 441 1.5% Retail - Department Stores...... RETS 323 1.1% Construction ................... CONS 287 1.0% Transportation Services ........ TRAN 214 0.8% Consumer Miscellaneous ......... CNSU 207 0.7% Precious Metals/Gems/Stones..... PMET 200 0.7% Aerospace & Defense ............ AERO 191 0.7% Paper & Forest Products ........ PAPR 180 0.6% Chemical ....................... CHEM 148 0.5% Automobile ..................... AUTO 147 0.5% Personal & Commercial Lending .. LEND 144 0.5% Electrical Equipment ........... ELEQ 134 0.5% Commercial Sevices ............. COMM 109 0.4% Media - Publishing ............. MEDP 104 0.4% Insurance ...................... INSU 98 0.3% Household Appliances / Furnishings .................. APPL 98 0.3% Shoe & Apparel Manufacturing ... APPA 95 0.3% Brokerage & Investment ......... Management ................... FUND 71 0.2% Oil - Equipment & Service ...... OILE 49 0.2% Steel .......................... STEE 44 0.2% Leisure & Recreation ........... LEIS 30 0.1% Real Estate Development ........ READ 16 0.1% -------- -------- $ 28,560 100.0% ======== ======== 81 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Argentina - 0.2% Banco Frances SA (BANK) .......................... 10,000 $ 69 GPO Finance GALICIA (FINL) ....................... 40,460 60 IRSA Inversiones y Representaciones SA (READ) ...................................... 29,022 49 PC Holdings SA - Cl. B (FINL) .................... 53,132 82 Siderca SAIC (STEE) .............................. 35,000 68 --------- 328 Australia - 2.4% Amcor, Ltd. (CONT) ............................... 25,300 74 AMP Diversified Property Trust (REIT)............. 106,700 145 AMP, Ltd. * (INSU) ............................... 33,300 375 Aristocrat Leisure Limited (LEIS) ................ 30,900 89 Brambles Industries, Ltd. (DIOP) ................. 7,200 168 Broken Hill Proprietary Co., Ltd. (DIOP).......... 35,100 370 Coles Myer, Ltd. (RETS) .......................... 39,400 153 CSL Limited (HEAL) ............................... 2,600 56 CSR, Ltd. (CONS) ................................. 37,900 99 Foster's Brewing Group, Ltd. (FOOD) .............. 70,100 184 General Property Trust (REIT) .................... 53,300 82 Lend Lease Corp. (FINL) .......................... 13,200 123 National Australia Bank, Ltd. (BANK) ............. 30,600 490 News Corp., Ltd. (MEDI) .......................... 45,600 355 ONESTEEL (STEE) .................................. 8,775 5 Orica, Ltd. (DIOP) ............................... 15,500 50 Pacific Dunlop, Ltd. (DIOP) ...................... 59,000 49 Paperlinx (PAPR) ................................. 4,800 9 QBE Insurance Group, Ltd. (INSU) ................. 11,200 62 Rio Tinto, Ltd. (PMET) ........................... 7,900 129 Santos, Ltd. (OILX) .............................. 38,000 127 TABCORP Holdings, Ltd. (LEIS) .................... 16,400 100 Telstra Corp., Ltd. (TELS) ....................... 166,200 594 Westfield Trust (REIT) ........................... 54,000 102 Westpac Banking Corp., Ltd. (BANK) ............... 46,600 342 WMC, Ltd. (DIOP) ................................. 29,500 126 Woolworth's, Ltd. (RETS) ......................... 30,300 142 --------- 4,600 Austria - 1.3% Austria Tabak AG (FOOD) .......................... 3,700 205 Austrian Airlines (TRAN) ......................... 5,550 64 Bank Austria AG (BANK) ........................... 16,200 892 BBAG Oesterreichische Brau Beteiligungs AG (FOOD) ......................... 2,150 93 Bohler-Uddeholm AG (STEE) ........................ 1,500 49 BWT AG (POLL) .................................... 2,000 66 EA-Generali AG (INSU) ............................ 1,050 181 Flughafen Wien AG (TRAN) ......................... 4,000 151 Mayr-Melnhof Karton Ag (PAPR) .................... 1,800 79 Oesterreichische Elektrizitaetswirtschafts AG (UTIE) ............ 3,900 396 OMV AG (OILX) .................................... 3,000 232 VA Technologie AG (ENGI) ......................... 2,100 63 Wienerberger Baustoffindustrie AG (CONS) ......................................... 7,200 129 --------- 2,600 Belgium - 1.5% Barco NV (ETRN) ............................... 559 42 BarcoNet NV * (ETRN) .......................... 1,118 9 Bekaert NV (METP) ............................. 1,390 65 Colruyt, NV (RETF) ............................ 1,870 82 Compagnie Maritime Belge SA (TRAN)............. 1,921 144 D' Ieteren SA (AUTO) .......................... 190 42 Delhaize "Le Lion" SA (RETF) .................. 1,255 60 Electrabel SA (UTIE) .......................... 1,536 347 Fortis (B) (INSU) ............................. 30,692 997 Groupe Bruxelles Lambert SA (FUND)............. 1,094 260 KBC Bancassurance Holding NV (BANK) 10,840 470 N.V. Union Miniere SA * (META) ................ 1,461 55 Solvay SA (FINL) .............................. 2,115 118 Suez Lyonnaise des Eaux SA - Strip VVPR * (DIOP) ............................... 2,341 Total Fina SA - Strip VVPR * (DIOP) 3,609 UCB SA (HEAL) ................................. 4,800 178 --------- 2,869 Bermuda - 0.0% Brierly Investments, Ltd. (FUND) .............. 295,300 38 Brazil - 0.2% Centrais Electricas Brasileiras SA (UTIE) ...................................... 10,577,000 196 Companhia de Bebidas das Americas * (FOOD) ...................................... 482,000 116 Tele Norte Leste Participacoes SA (UTIT) ...................................... 11,096,000 182 --------- 494 Chile - 0.4% Banco Santiago SA - ADR (BANK) ................ 2,900 57 Compania Cervecerias Unidas SA - ADR (FOOD) .................................. 3,900 84 Compania de Telecomunicaciones de Chile SA (UTIT) ............................. 8,000 106 Embotelladora Andina SA - ADR (FOOD) ...................................... 6,100 73 Empresa Nacional de Electricidad SA - ADR (UTIE) .................................. 10,100 110 Enersis SA - ADR (UTIE) ....................... 3,700 65 Laboratorio Chile SA - ADR (HEAL) 5,700 102 Madeco SA - ADR (META) ........................ 13,000 62 Sociedad Quimica y Minera de Chile SA - ADR (CHEM) ................................ 3,400 71 --------- 730 82 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued China - 0.1% Beijing Datang Power Generation Company Limited (UTIE) ......................... 287,000 $ 75 Guangshen Railway Company Limited (TRAN) ......................................... 544,000 68 Huaneng Power International, Inc. - ADR * (UTIE) ................................... 4,900 92 --------- 235 Czech Republic - 0.2% Ceska Sporitelna AS (BANK) ....................... 9,500 59 Ceske Energeticke Zavody AS (UTIE)................ 35,500 94 Komercni Banka AS (BANK) ......................... 4,100 99 SPT Telecom AS (TELS) ............................ 6,300 85 --------- 337 Denmark - 1.0% A/S Dampskibsselskabet Svendborg - Cl. B (TRAN) ................................... 27 316 D/S 1912 - Cl. B (TRAN) .......................... 40 348 Danisco AS (FOOD) ................................ 1,650 68 Danske Bank (BANK) ............................... 11,500 207 ISS AS (COMM) .................................... 1,650 112 Novo Nordisk AS - Cl. B .......................... 2,350 422 (HEAL) Novozymes AS - Ser. B * (HEAL) ................... 2,350 47 Tele Danmark AS (TELS) ........................... 6,850 279 Vestas Wind Systems AS (ENER) .................... 2,500 135 --------- 1,934 Finland - 0.7% Nokia Oyj (HEAL) ................................. 24,900 1,111 Sampo Insurance Co. plc (INSU) ................... 1,900 102 Sonera Oyj (TELS) ................................ 5,432 98 UPM-Kymmene Corp. * (PAPR) ....................... 2,700 93 --------- 1,404 France - 9.0% Accor SA (LEIS) .................................. 5,285 223 Air Liquide (CHEM) ............................... 1,306 195 Alcatel (TELE) ................................... 18,887 1,073 AXA SA (INSU) .................................... 7,233 1,046 Banque Nationale de Paris (BANK) ................. 7,536 662 Bouygues SA (CONT) ............................... 6,110 277 Canal Plus (MEDI) ................................ 2,215 8 Cap Gemini SA (COMM) ............................. 1,622 262 Carrefour SA (RETF) .............................. 11,715 736 Casino Guichard-Perrachon SA (RETF)............... 2,053 207 Club Mediterranee SA (LEIS) ...................... 838 71 Compagnie de St. Gobain (CONS) ................... 1,795 282 Dassault Systemes SA (SOFT) ...................... 1,995 137 Eridania Beghin-Say SA (FOOD) .................... 98 8 Essilor International SA (HEAL) .................. 188 61 France Telecom (TELS) ............................ 17,681 1,527 Groupe Danone (FOOD) ............................. 2,269 342 Imercys (CONS) ................................... 794 90 L'Oreal SA (HNBA) ................................ 11,360 974 Lafarge SA (CONS) ................................ 2,526 212 Lagardere SCA (DIOP) ............................. 2,436 141 LVMH (Louis Vuitton Moet Hennessy) (FOOD) ......................................... 8,190 542 Michelin (PART) .................................. 1,649 60 Pernod Ricard (FOOD) ............................. 1,763 122 Pinault-Printemps-Redoute SA (RETS)............... 1,992 428 PSA Peugeot Citroen (AUTO) ....................... 921 209 Rhone-Poulenc SA (BANK) .......................... 13,304 1,168 Sagem SA (ETRN) .................................. 627 84 Sanofi-Synthelabo SA * (HEAL) .................... 12,652 843 Schneider SA (MACH) .............................. 2,599 190 Sidel SA (MACH) .................................. 1,162 53 Societe BIC SA (COMM) ............................ 1,234 48 Societe Eurafrance SA (FINL) ..................... 128 93 Societe Generale - Cl. A (BANK) .................. 7,301 454 STMICROELECTRONICS (ETRN) ........................ 15,453 675 Suez Lyonnaise des Eaux (FOOD) ................... 3,904 713 Thomson CFS (ETRN) ............................... 3,440 165 Total Fina SA - Cl. B (OILX) ..................... 13,079 1,945 Unibail (REAL) ................................... 700 112 Usinor SA (STEE) ................................. 5,194 69 Valeo SA (PART) .................................. 1,712 76 Vivendi Universal SA (DIOP) ...................... 15,051 991 --------- 17,574 Germany - 12.2% Adidas-Salomon AG (APPA) ......................... 1,920 119 Allianz AG - Reg. (INSU) ......................... 8,130 3,043 BASF AG (CHEM) ................................... 20,210 914 Bayer AG (CHEM) .................................. 22,930 1,203 Bayerische Vereinsbank AG (BANK) ................. 13,272 751 Beiersdorf AG (HNBA) ............................. 2,220 232 Continental AG (PART) ............................ 1,100 18 DaimlerChrysler AG (AUTO) ........................ 31,945 1,342 Deutsche Bank AG (BANK) .......................... 19,450 1,635 Deutsche Telekom AG (UTIT) ....................... 100,890 3,041 Douglas Holding AG (HNBA) ........................ 1,090 42 Dresdner Bank AG (BANK) .......................... 18,460 805 E.On AG (DIOP) ................................... 23,048 1,402 EM.TV & Merchandising AG (MEDI) .................. 4,391 24 Fresenius Medical Care AG (HEAL) ................. 2,350 192 Heidelberg Zement (CONS) ......................... 1,480 68 Heidelberger Zement AG * (CONS) .................. 1,048 46 Hochtief AG (CONS) ............................... 3,810 75 Kamps AG (FOOD) .................................. 2,666 28 Karstadt AG (RETS) ............................... 4,100 127 Linde AG (ENGI) .................................. 3,300 160 Lufthansa AG (TRAN) .............................. 9,730 251 MAN AG (DIOP) .................................... 4,400 112 Merck KGaA (HEAL) ................................ 6,110 270 Metro AG * (RETS) ................................ 9,200 430 83 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Germany - Continued Muenchener Rueckversicherungs- Gesellschaft AG - Reg. (INSU) .................... 5,760 $ 2,061 Preussag AG (DIOP) ............................... 6,400 231 RWE AG (UTIE) .................................... 14,500 651 SAP AG (SOFT) .................................... 6,160 716 Schering AG (HEAL) ............................... 4,890 278 SGL Carbon AG (CHEM) ............................. 1,190 64 Siemens AG (DIOP) ................................ 19,860 2,596 Thyssen Krupp AG (CONS) .......................... 16,413 254 Volkswagen AG (AUTO) ............................. 10,119 529 WCM Beteiligungs-und Grundbesitz AG (DIOP) ......................................... 7,132 106 ---------- 23,816 Greece - 0.5% Alpha Credit Bank (BANK) ......................... 4,410 153 Commercial Bank of Greece (BANK).................. 1,780 87 EFG Eurobank * (BANK) ............................ 4,407 85 Hellenic Bottling Co. SA (FOOD) .................. 3,500 57 Hellenic Telecommunication Organization SA (UTIT) ......................... 13,420 200 Intracom SA (TELE) ............................... 4,860 110 National Bank of Greece SA (BANK)................. 5,160 197 Titan Cement Co. SA (CONS) ....................... 1,400 55 ---------- 944 Hong Kong - 1.5% Cathay Pacific Airways (TRAN) .................... 32,000 59 China Southern Airlines Company Limited * (TRAN) ............................... 286,000 87 China Telecom (Hong Kong), Ltd. (TELS) ......................................... 107,000 584 CLP Holdings, Ltd. (UTIE) ........................ 25,500 127 Hang Seng Bank, Ltd. (BANK) ...................... 22,700 306 Henderson Land Development Co., Ltd. (READ) ......................................... 22,000 112 Hutchison Whampoa, Ltd. (COMM) ................... 52,500 655 LEGEND Holdings (COMP) ........................... 122,000 77 Li & Fung, Ltd. (COMM) ........................... 36,000 65 New World Development Co., Ltd. (READ) ......................................... 48,000 58 Pacific Century Cyberworks, Ltd. * (TELE) ......................................... 202,380 130 Sun Hung Kai Properties, Ltd.(REIT)............... 31,000 309 Swire Pacific, Ltd. - Cl. A (DIOP)................ 23,500 169 Wharf (Holdings), Ltd. (DIOP) .................... 44,000 107 ---------- 2,845 Hungary - 0.3% Danubius Hotel and Spa Rt. (LEIS)................. 3,600 56 Gedeon Richter Rt. (HEAL) ........................ 900 53 Magyar Tavkozlesi Rt. (UTIT) ..................... 36,200 151 MOL Magyar Olaj-es Gazipari Rt. (OILX) ......................................... 7,500 127 OTP Bank Rt. (BANK) .............................. 2,300 129 ---------- 516 India - 0.7% Bajaj Auto, Ltd. - GDR (AUTO) .................... 14,300 79 EIH, Ltd. - GDR (REAL) ........................... 23,000 122 Grasim Industries, Ltd. - GDR (DIOP).............. 15,000 101 Gujarat Ambuja Cements, Ltd. - GDR (CONS) ......................................... 23,800 80 Hindalco Industries, Ltd. - GDR (META) ......................................... 5,500 98 Indian Hotels Co., Ltd. - GDR (REAL).............. 16,700 79 ITC, Ltd. - GDR * (FOOD) ......................... 13,600 262 Larsen & Toubro, Ltd. - GDR (DIOP)................ 13,500 113 Mahindra & Mahindra, Ltd. - GDR * (AUTO) ......................................... 16,500 50 Ranbaxy Laboratories, Ltd. - GDR (HEAL) ......................................... 5,700 91 Reliance Industries, Ltd. - GDR * (CHEM) ......................................... 13,100 212 Tata Engineering and Locomotive Co., Ltd. - GDR (AUTO) .............................. 34,600 62 ---------- 1,349 Ireland - 0.6% Allied Irish Banks plc (BANK) .................... 26,800 311 CRH plc (CONS) ................................... 13,300 248 Eircom plc * (TELS) .............................. 69,432 176 Greencore Group plc (FOOD) ....................... 26,000 68 Irish Life & Permanent plc (FINL)................. 9,553 118 Jefferson Smurfit Group plc (CONT) ......................................... 47,000 93 Kerry Group plc (FOOD) ........................... 8,400 109 Ryanair Holdings plc * (TRAN) .................... 11,421 123 ---------- 1,246 Israel - 0.6% Bank Hapoalim (BANK) ............................. 43,700 127 Bezeq Israeli Telecommunication Corp., Ltd. (UTIT) .............................. 28,300 152 Check Point Software Technologies, Ltd. * (SOFT) ....................................... 3,200 427 IDB Holding Corp., Ltd. (FUND) ................... 5,700 201 Industrial Building Corp. (CONS).................. 45,100 68 Makteshim-Agan Industries, Ltd. * (CHEM) ......................................... 26,900 66 Teva pharmaceutical Industries, Ltd. (HEAL) ......................................... 3,200 226 ---------- 1,267 Italy - 7.7% Alitalia SpA (TRAN) .............................. 60,000 108 Assicurazioni Generali (INSU) .................... 44,632 1,773 Autogrill SpA (RETF) ............................. 10,001 123 Banca Di Roma (BANK) ............................. 60,000 65 84 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Italy - Continued Banca Intesa SpA (BANK) .......................... 178,800 $ 860 Banca Intesa SpA - RNC (BANK) .................... 37,400 108 Banca Popolare di Milano (BANK)................... 18,100 90 Benetton Group SpA (APPA) ........................ 103,979 217 Bulgari SpA (RETS) ............................... 8,900 110 Enel SpA * (UTIE) ................................ 248,583 966 ENI SpA (OILS) ................................... 285,800 1,825 Fiat SpA (AUTO) .................................. 15,350 361 Fiat SpA - RNC (AUTO) ............................ 720 10 Italcementi SpA (CONS) ........................... 10,920 91 ITALGAS(SOC ITAL) (UTIG) ......................... 12,650 128 La Rinascente SpA (CONS) ......................... 10,500 62 Marzotto & Figli SpA (APPA) ...................... 7,500 89 Mediaset SpA (MEDI) .............................. 44,200 528 Mediobanca SpA (FUND) ............................ 24,000 272 Mondadori (Arnoldo) Editore SpA (MEDP) ......................................... 10,800 100 Olivetti SpA (COMM) .............................. 178,400 426 Parmalat Finanziaria SpA (FOOD)................... 77,600 126 Pirelli SpA (DIOP) ............................... 71,100 253 Riunione Adriatica di Sicorta SpA (INSU) ......................................... 25,379 396 Riunione Adriatica di Sicorta SpA - RNC (INSU) ..................................... 2,920 35 SAI spa (INSU) ................................... 4,300 85 San Paolo-IMI SpA (BANK) ......................... 57,310 927 Seat Pagine Gialle SpA (MEDP) .................... 10,012 22 Sirti SpA (TELE) ................................. 11,100 19 Telecom Italia Mobile SpA (TELS).................. 240,100 1,916 Telecom Italia Mobile SpA - RNC (TELS) ......................................... 48,200 210 Telecom Italia SpA (TELS) ........................ 131,500 1,455 Telecom Italia SpA - RNC (TELS)................... 47,300 284 UniCredito Italiano SpA (BANK) ................... 196,600 1,028 ---------- 15,068 Japan - 26.8% 77 Bank, Ltd. (BANK) ............................. 18,000 103 Acom Co., Ltd. (LEND) ............................ 4,200 310 Ajinomoto Co., Inc. (FOOD) ....................... 20,000 260 Alps Electric Co. (ETRN) ......................... 6,000 91 Amada Co., Ltd (MACH) ............................ 13,000 97 Asahi Bank, Ltd. (BANK) .......................... 73,000 248 Asahi Breweries, Ltd. (FOOD) ..................... 13,000 132 Asahi Chemical Industry Co., Ltd. (CHEM) ......................................... 42,000 242 Asahi Glass Co., Ltd. (APPL) ..................... 39,000 322 Bank of Tokyo-Mitsubishi (BANK)................... 127,000 1,263 Bank of Yokohama, Ltd. (BANK) .................... 22,000 100 Benesse Corp. (COMM) ............................. 2,600 96 Bridgestone Corp. (PART) ......................... 21,000 191 Canon, Inc. (COMM) ............................... 22,000 770 Casio Computer Co. (ETRN) ........................ 9,000 76 Central Japan Railway Co. (TRAN).................. 61 375 Chugai Pharmaceutical Co., Ltd. (HEAL) ......................................... 4,000 67 Citizen Watch Co., Ltd. (RETS) ................... 10,000 73 Cosmo Oil Co., Ltd. (OILX) ....................... 33,000 59 Credit Saison Co., Ltd. (FINL) ................... 5,600 120 CSK Corp. (SOFT) ................................. 3,200 47 Dai Nippon Printng Co., Ltd. (COMM)............... 19,000 283 Daicel Chemical Industries, Ltd. (CHEM) ......................................... 16,000 49 Daiichi Pharmaceutical Co., Ltd. (HEAL) ......................................... 10,000 297 Daikin Industries, Ltd. (CONS) ................... 10,000 192 Dainippon Ink & Chemicals, Inc. (CHEM) ......................................... 28,000 83 Dainippon Screen Manufacturing Co., Ltd. (ELEQ) .................................... 15,000 72 Daito Trust Construction Co., Ltd. (REAL) ......................................... 3,600 65 Daiwa House Industry Co., Ltd.(HOUS).............. 17,000 106 Daiwa Securities Group, Inc. (FUND)............... 37,000 386 Denso Corp. (ETRN) ............................... 19,000 411 East Japan Railway Co. (TRAN) .................... 107 627 Ebara Corp. (MACH) ............................... 9,000 98 Eisai Co. Ltd. (HEAL) ............................ 10,000 350 Fanuc, Ltd. (ELEQ) ............................... 6,300 428 Fuji Machine Mfg. CO., LTD. (MACH)................ 1,000 27 Fuji Photo Film (LEIS) ........................... 14,000 585 Fuji Soft ABC, Inc. (SOFT) ....................... 1,000 64 Fujikura (ELEQ) .................................. 11,000 82 Fujitsu, Ltd. (ELEQ) ............................. 51,000 751 Furukawa Electric Co. (TELE) ..................... 16,000 279 Hankyu Corp. (TRAN) .............................. 18,000 57 Hirose Electric Co., Ltd. (ETRN).................. 1,200 115 Hitachi, Ltd. (ETRN) ............................. 88,000 784 Honda Motor Co. (AUTO) ........................... 25,000 932 Hoya Corp. (ETRN) ................................ 3,000 220 Isetan Co., Ltd. (RETS) .......................... 14,000 148 Ishikawajima-Harima Heavy Industries Co., Ltd. (DIOP) ............................... 28,000 60 Ito-Yokado Co., Ltd. (RETS) ...................... 11,000 548 Itochu Corp. (DIOP) .............................. 42,000 195 Japan Airlines Co., Ltd. (TRAN)................... 50,000 229 Japan Energy Corp. (OILX) ........................ 54,000 84 Japan Tobacco, Inc. (FOOD) ....................... 45 349 Joyo Bank, Ltd. (BANK) ........................... 29,000 92 JUSCO Co., Ltd. * (RETS) ......................... 10,000 217 Kajima Corp. (CONS) .............................. 35,000 97 Kaneka Corp. (CHEM) .............................. 5,000 47 Kansai Electric Power Co., Inc.(UTIE)............. 22,800 387 KAO Corp. (HNBA) ................................. 16,000 465 Kawasaki Heavy Industry, Ltd. (DIOP).............. 46,000 49 Kawasaki Steel Corp. (STEE) ...................... 100,000 103 85 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Japan - Continued Keihin Electric Express Railway Co., Ltd. (TRAN) .................................... 17,000 $ 68 Kinden Corp. (ENGI) .............................. 12,000 69 Kinki Nippon Railway (TRAN) ...................... 35,000 146 Kirin Brewery Co. (FOOD) ......................... 21,000 188 Kokuyo Co. (COMM) ................................ 6,000 89 Komatsu, Ltd. (MACH) ............................. 30,000 133 Komori Corp. (MACH) .............................. 4,000 67 Konami Co., Ltd. (COMP) .......................... 3,700 277 Konica Corp. (LEIS) .............................. 17,000 139 Kubota Corp. (MACH) .............................. 48,000 146 Kuraray Co., Ltd. (APPA) ......................... 10,000 93 Kurita Water Industries, Ltd. (POLL).............. 5,000 65 Kyocera Corp. (ETRN) ............................. 5,200 567 Kyowa Hakko Kogyo Co., LTD. (HEAL) ......................................... 9,000 62 Makita Corp. (CNSU) .............................. 8,000 56 Marubeni Corp. (DIOP) ............................ 31,000 73 Marui Co., Ltd. (RETS) ........................... 13,000 196 Matsushita Electric Industrial Co. (ETRN) ......................................... 53,000 1,266 Minebea Co., Ltd. (ETRN) ......................... 4,000 37 Mitsubishi Chemical Corp. (CHEM) ................. 61,000 161 Mitsubishi Corp. (DIOP) .......................... 44,000 324 Mitsubishi Electric Corp. (ETRN) ................. 52,000 320 Mitsubishi Estate Co., Ltd. (REAL)................ 37,000 395 Mitsubishi Heavy Industries, Ltd. (MACH) ......................................... 90,000 392 Mitsubishi Logistcs Corp. (TRAN) ................. 7,000 61 Mitsubishi Materials Corp. (PMET) ................ 39,000 93 Mitsubishi Rayon Co., Ltd. (APPA) ................ 27,000 81 Mitsubishi Trust & Banking Corp. (BANK) ......................................... 37,000 254 Mitsui & Co., Ltd. (DIOP) ........................ 31,000 195 Mitsui Fudosan Co., Ltd. (REAL) .................. 24,000 238 Mitsui Marine & Fire Insurance Co., Ltd. (INSU) .................................... 25,000 143 Mitsui Mining & Smelting Co., Ltd. (META) ......................................... 17,000 131 Mitsukoshi, Ltd. (RETS) .......................... 14,000 57 Mizuho Holdings, Inc. * (FINL) ................... 160 991 Mori Seiki Co., Ltd. (MACH) ...................... 5,000 55 Murata Manufacturing Co., Ltd. (ETRN)............. 6,500 762 Mycal Corp. (RETS) ............................... 20,000 43 NAMCO, Ltd. (LEIS) ............................... 3,800 70 NEC Corp. (COMP) ................................. 43,000 786 NGK Insulators (PART) ............................ 11,000 146 NGK Spark Plug Co. (PART) ........................ 9,000 131 Nidec Corp. (MACH) ............................... 2,000 94 Nikon Corp. (LEIS) ............................... 11,000 118 Nintendo Corp., Ltd. (LEIS) ...................... 3,800 598 Nippon Comsys Corp. (ENGI) ....................... 6,000 108 Nippon Express Co., Ltd. (TRAN) .................. 31,000 187 Nippon Mitsubishi Oil Co., Ltd. (OILX)............ 27,000 130 Nippon Paper Industries Co. (PAPR)................ 25,000 149 Nippon Sheet Glass Co., Ltd. (DIOP)............... 14,000 171 Nippon Steel Co. (STEE) .......................... 133,000 220 Nippon Telegraph & Telephone Corp. (UTIT) ......................................... 333 2,397 Nippon Yusen Kabushiki Kaisha (TRAN) ......................................... 40,000 165 Nissan Motor Acceptance Corp. (FINL).............. 101,000 581 Nitto Denko Corp. (ETRN) ......................... 4,000 108 Nomura Securities Co., Ltd. (FUND)................ 53,000 953 NSK, Ltd. (META) ................................. 20,000 122 NTN Corp. (METP) ................................. 19,000 59 Obayashi Corp. (CONS) ............................ 22,000 95 Oji Paper Co. (PAPR) ............................. 27,000 139 Olympus Optical Co. (LEIS) ....................... 9,000 156 Omron Corp. (ETRN) ............................... 8,000 166 Onward Kashiyama Co., Ltd. (APPA) ................ 9,000 75 Oriental Land Co., Ltd. (LEIS) ................... 2,000 134 Orix Corp. (FINL) ................................ 2,400 241 Osaka Gas Co. (UTIG) ............................. 81,000 246 Pioneer Corp. (ETRN) ............................. 6,000 160 Promise Co., Ltd. (LEND) ......................... 2,600 184 Rohm Co., Ltd. (ETRN) ............................ 3,100 588 Sakura Bank, Ltd. (BANK) ......................... 112,000 676 Sankyo Co., Ltd. (HEAL) .......................... 13,000 312 Sanrio Co., Ltd. * (CNSU) ........................ 3,000 52 Sanyo Electric Co. (ETRN) ........................ 52,000 432 Secom Co. (COMM) ................................. 7,000 456 Sega Enterprises (CNSU) .......................... 4,300 42 Sekisui Chemical Co. (CHEM) ...................... 20,000 57 Sekisui House, Ltd. (CONS) ....................... 23,000 210 Sharp Corp. (ETRN) ............................... 29,000 350 Shimamura Co., Ltd. (RETS) ....................... 1,000 55 SHIMANO, Inc. (LEIS) ............................. 5,000 98 Shimizu Corp. (CONS) ............................. 29,000 86 Shin-Etsu Chemical Co. (CHEM) .................... 9,000 346 Shionogi & Co., Ltd. (HEAL) ...................... 14,000 285 Shiseido Co., Ltd. (CHEM) ........................ 14,000 156 Shizuoka Bank, Ltd. (BANK) ....................... 19,000 173 Showa Shell Sekiyu K.K. (OILX) ................... 21,000 88 Skylark Co., Ltd. (FOOD) ......................... 3,000 84 SMC Corp. (MACH) ................................. 2,000 257 Softbank Corp. (SOFT) ............................ 8,800 306 Sony Corp. (ETRN) ................................ 23,500 1,624 Sumitomo Bank (BANK) ............................. 86,000 882 Sumitomo Chemical Co. (CHEM) ..................... 48,000 238 Sumitomo Corp. (DIOP) ............................ 22,000 158 Sumitomo Electric Industries (TELE)............... 19,000 311 Sumitomo Heavy Industry (MACH) ................... 31,000 48 Sumitomo Marine & Fire Insurance Co., Ltd. (INSU) .................................... 24,000 155 Sumitomo Metal Industries (STEE) ................. 102,000 58 Sumitomo Metal Mining Co. (PMET) ................. 17,000 89 86 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Japan - Continued Taisho Pharmaceutical Co., Ltd.(HEAL) 10,000 $ 270 Taiyo Yuden Co., Ltd. (ELEQ) ........... 4,000 134 Takara Shuzo Co., LTD. (FOOD) .......... 4,000 70 Takashimaya Co. (RETS) ................. 12,000 82 Takeda Chemical Industries (CHEM) ...... 24,000 1,419 Takefuji Corp. (LEND) .................. 5,000 315 Teijin, Ltd. (APPA) .................... 30,000 155 Teikoku Oil Co., Ltd. (OILX) ........... 19,000 79 Terumo Corp. (HEAL) .................... 4,000 87 The Bank of Fukuoka, Ltd. (BANK) ....... 8,000 34 The Chuo Mitsui Trust and Banking Co., . Ltd. (BANK) .......................... 17,000 52 The Daiwa Bank, Ltd. (BANK) ............ 52,000 85 Tobu Railway Co., Ltd. (TRAN) .......... 36,000 106 Toho Co., Ltd. (MEDI) .................. 1,200 165 Tohoku Electric Power (UTIE) ........... 13,000 174 Tokai Bank Ltd. (BANK) ................. 53,000 230 Tokio Marine & Fire Insurance Co. (INSU) ............................... 42,000 481 Tokyo Broadcasting (MEDI) .............. 4,000 118 Tokyo Electric Power (UTIE) ............ 35,700 885 Tokyo Electron, Ltd. (ETRN) ............ 4,700 258 Tokyo Gas Co. (OILX) ................... 27,000 80 Tokyu Corp. (TRAN) ..................... 26,000 140 Toppan Printing Co. (CNSU) ............. 20,000 174 Toray Industries, Inc. (APPA) .......... 33,000 124 Toshiba Corp. (ETRN) ................... 78,000 521 Tostem Corp. (CONS) .................... 8,000 99 Toto, Ltd. (APPL) ...................... 13,000 93 Toyo Seikan Kaisha, Ltd. (CONT) ........ 8,000 130 Toyota Motor Corp. (AUTO) .............. 95,700 3,056 Trans Cosmos, Inc. (SOFT) .............. 700 30 Uni-Charm Corp. (PAPR) ................. 3,000 152 UNY Co., Ltd. (RETS) ................... 10,000 107 Wacoal Corp. (APPA) .................... 11,000 92 WORLD CO., LTD. (APPA) ................. 1,400 53 Yamaha Corp. (LEIS) .................... 6,000 59 Yamanouchi Pharmaceutical Co., Ltd. (HEAL) ............................... 10,000 432 Yamato Transport Co., Ltd. (TRAN) ...... 13,000 239 Yokogawa Electric (ETRN) ............... 11,000 93 -------- 52,322 Malaysia - 0.6% Berjaya Sports Toto Berhad (LEIS) ...... 47,000 57 Commerce Asset Holding Bhd (BANK) ...... 40,000 86 Gamuda Berhad (CONS) ................... 52,000 51 IJM Corporation Berhad (CONS) .......... 77,000 54 Magnum Corp. Berhad (LEIS) ............. 158,000 61 Malayan Banking Berhad (BANK) .......... 48,000 170 Malaysia International Shipping Berhad (TRAN) ............................... 61,000 100 Public Bank Berhad (FINL) .............. 58,000 45 Resorts World Berhad (LEIS) ............ 35,000 56 RHB Capital Berhad (BANK) .............. 63,000 40 Sime Darby Berhad (FINL) ............... 68,000 85 Telekom Malaysia Berhad (TELS) ......... 60,000 178 Tenaga Nasional Berhad (UTIE) .......... 61,000 186 YTL Corp., Berhad (DIOP) ............... 65,000 84 -------- 1,253 Mexico - 1.0% Cemex SA de CV - CPO * (CONS) .......... 34,000 123 Cifra SA de CV - Ser. V (RETS) ......... 96,000 191 Fomento Economico Mexicano SA de CV (FOOD) ............................ 20,000 60 Grupo Carso SA de CV - Ser. A1(DIOP) 24,000 59 Grupo Financiero Banamex Accival, SA de CV (FINL) ......................... 105,000 173 Grupo Financiero Bancomer SA de CV - Cl. O (FINL) ......................... 157,000 87 Grupo Modelo SA de CV - Ser. C (FOOD) ............................... 62,000 165 Grupo Televisa SA * (MEDI) ............. 60,000 135 Kimberly-Clark de Mexico SA de CV (PAPR) ............................... 47,000 130 Nuevo Grupo Mexico * (META) ............ 18,000 54 Telephonos de Mexico SA - Ser. L (UTIT) ............................... 326,000 732 Wal-Mart de Mexico SA de CV - Ser. C (RETS) ............................... 25,000 46 -------- 1,955 Netherlands - 2.8% ABN Amro Holding NV (BANK) ............. 18,400 419 Aegon NV (INSU) ........................ 14,500 600 Akzo Nobel NV (CHEM) ................... 3,850 207 ASM Lithography Holding NV (COMP) ...... 5,900 134 Elsevier NV (MEDP) ..................... 10,500 154 Heineken NV (FOOD) ..................... 4,375 265 ING Groep NV (BANK) .................... 9,800 783 Koninklije KPN NV (TELS) ............... 11,420 131 Koninklijke (Royal) Philips Electronics NV (ETRN) ............................ 13,656 500 Koninklijke Ahold NV (RETF) ............ 7,000 226 Royal Dutch Petroleum Co. (OILE) ....... 22,650 1,388 TNT Post Group NV (TRAN) ............... 5,610 136 Unilever NV - CVA (CNSU) ............... 5,819 368 Wolters Kluwer NV - CVA (MEDP) ......... 4,400 120 -------- 5,431 New Zealand - 0.3% Carter Holt Harvey, Ltd. (PAPR) ........ 75,200 55 Contact Energy Limited (UTIE) .......... 62,600 73 87 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued New Zealand - Continued Fisher & Paykel Industries Limited (APPL) ......................... 23,000 $ 81 Fletcher Challenge Building (CONS) ......................... 73,900 64 Telecom Corp. of New Zealand, Ltd. (TELS) ......................... 111,100 237 The Warehouse Group Limited (RETS) ......................... 29,000 77 -------- 587 Norway - 1.1% Bergesen d.y. ASA - Cl. A (TRAN) . 4,300 68 Den Norske Bank (BANK) ........... 43,960 238 Elkem ASA (META) ................. 4,400 70 Kvaerner plc (CONS) .............. 7,600 54 Leif Hoegh & Co. ASA (TRAN) ...... 8,340 70 Merkantildata ASA (SOFT) ......... 9,800 38 Norsk Hydro ASA (DIOP) ........... 11,140 472 Norske Skogsindustrier ASA - Cl. A (PAPR) ......................... 3,800 160 Orkla ASA (DIOP) ................. 23,420 463 Petroleum Geo-Services ASA (OILE) ......................... 6,240 82 SMEDVIG (OILS) ................... 7,000 67 Smedvig ASA - B Shares (OILS) .... 7,600 61 Storebrand ASA (INSU) ............ 16,140 115 Tomra Systems ASA (POLL) ......... 11,200 218 -------- 2,176 Philippines - 0.1% Ayala Land, Inc. (READ) .......... 36,460 4 Metropolitan Bank & Trust Co. (BANK) ......................... 13,090 48 Petron Corp. (OILS) .............. 468,400 11 Philippine Long Distance Telephone Co. (UTIT) ..................... 3,200 56 SM Prime Holdings, Inc. (READ) ... 545,000 63 -------- 182 Portugal - 0.6% Banco Comercial Portgues, SA (BANK) ......................... 33,000 175 BPI-SGPS, SA - Registered Shares (FUND) ......................... 32,490 102 Brisa-Auto Estradas de Portugal, SA (CONS) ...................... 8,375 75 Electricidade de Portugal, SA (UTIE) ......................... 67,500 223 Jeronimo Martins, SGPS, SA (RETF) ......................... 3,600 37 Portugal Telecom, SA (TELS) ...... 46,000 421 Sonae, SGPS, SA (RETS) ........... 87,600 98 -------- 1,131 Singapore - 0.5% Chartered Semiconductor Manufacturing * (ETRN) ......... 12,000 33 City Developments, Ltd. (READ) ... 29,000 135 Cycle & Carriage, Ltd. (AUTO) .... 14,000 27 DBS Group Holdings, Ltd. (BANK) .. 17,000 192 Oversea-Chinese Banking Corporation Limited (BANK) ..... 16,000 119 Singapore Airlines (TRAN) ........ 12,000 119 Singapore Telecommunications, Ltd. (TELS) ......................... 114,000 177 United Overseas Bank, Ltd. (BANK) ......................... 13,448 101 -------- 903 South Africa - 1.1% ABSA Group, Ltd. (BANK) .......... 24,600 93 Anglo American Platinum Corp., Ltd. (PMET) .................... 5,400 252 Barlow, Ltd. (DIOP) .............. 11,700 74 De Beers Centenary AG (UTIE) ..... 9,100 241 Dimension Data Holdings plc (SOFT) ......................... 28,883 196 FirstRand, Ltd. (FINL) ........... 164,400 182 Foschini, Ltd. * (RETS) .......... 37,100 32 Impala Platinum Holdings, Ltd. (META) ......................... 2,600 132 Imperial Holdings, Ltd. (DIOP) ... 9,952 79 Investec Group, Ltd. (FUND) ...... 2,300 77 Liberty Life Association of Africa, Ltd. (INSU) ............ 12,400 111 M-Cell, Ltd. (TELS) .............. 40,200 134 Nampak, Ltd. (CONT) .............. 25,500 37 Nedcor, Ltd. (BANK) .............. 6,600 149 Rembrandt Group, Ltd. (DIOP) ..... 15,300 41 Remgro, Ltd. * (DIOP) ............ 15,300 104 Sappi, Ltd. (READ) ............... 10,900 78 Sasol, Ltd. (OILX) ............... 12,800 83 -------- 2,095 South Korea - 0.8% Cheil Jedang Corp. (FOOD) ........ 1,246 30 Hyundai Motor Co., Ltd. (AUTO) ... 6,490 62 Kookmin Bank (BANK) .............. 8,310 98 Korea Electric Power Corp. (UTIE) ......................... 11,760 219 Korea Telecom Corp. * (TELS) ..... 920 49 LG Chemicals, Ltd. (CHEM) ........ 4,630 42 LG Electronics (ETRN) ............ 3,990 38 Pohang Iron & Steel Co., Ltd. (STEE) ......................... 1,230 74 Samsung Corp. (ETRN) ............. 6,120 25 Samsung Display Devices Co. (ETRN) ......................... 1,410 52 Samsung Electro-Mechanics Co. (ETRN) ......................... 2,760 75 Samsung Electronics (ETRN) ....... 3,520 440 Samsung Fire & Marine Insurance (INSU) ......................... 2,272 49 Shinhan Bank (BANK) .............. 7,310 60 SK Telecom Co., Ltd. (TELS) ...... 1,530 306 -------- 1,619 88 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Spain - 3.6% ACS, Actividades de Construccion y Servicios, SA * (CONS) .......... 2,419 $ 57 Autopistas Concesionaria Espanola SA (TRAN) ....................... 13,503 118 Banco Bilbao Vizcaya SA (BANK) .... 90,135 1,342 Banco Santander Central Hispano SA (BANK) .......................... 118,400 1,267 Corporacion Financiera Alba SA (FUND) .......................... 6,000 139 Endesa SA (UTIE) .................. 28,100 479 Fomento de Construcciones y Contratas SA (CONS) ............. 4,600 87 Gas Natural SDG SA - E Shares (UTIG)........................... 13,800 251 Grupo Dragados SA (CONS) .......... 8,400 91 Iberdrola SA (UTIE) ............... 27,500 345 Repsol SA (OILX) .................. 30,000 479 Sociedad General de Aguas de Barcelona SA (FOOD) ............. 8,484 104 Sol Melia SA (LEIS) ............... 5,700 59 Tabacalera SA - Cl. A (FOOD) ...... 7,714 120 Telefonica SA (UTIT) .............. 101,745 1,681 TelePizza, SA * (RETF) ............ 7,559 18 Union Electrica Fenosa SA (UTIE) .. 12,200 224 Vallehermoso SA (READ) ............ 8,700 53 Zardoya Otis SA (MACH) ............ 9,752 86 -------- 7,000 Sweden - 1.5% Drott AB - B Shares (REAL) ........ 8,300 114 ForeningsSparbanken AB (BANK) ..... 8,700 133 Hennes & Mauritz AB - B Shares (RETS) .......................... 10,300 159 NetCom Systems, Inc. - Cl. B (TELS) .......................... 1,732 72 NORDIC BALTIC Holding (BANK) ...... 29,218 228 Nordic Baltic Holding AB (BANK) ... 20,910 158 SANDVIK AB (MACH) ................. 4,950 119 Securitas AB - B Shares (COMM) .... 8,250 153 Skand Enskilda Banken - Cl. A (BANK) .......................... 10,200 112 Skandia Forsakrings AB (INSU) ..... 13,900 226 Skanska AB (CONS) ................. 3,100 128 Svenska Cellulosa AB - Cl. B (PAPR) .......................... 4,500 96 Svenska Handelsbanken, Inc. - A Shares (BANK) ................. 6,350 109 Telefonaktiebolaget LM Ericsson AB * (TELS) ..................... 82,050 935 Telia AB * (TELS) ................. 17,050 88 Volvo AB (AUTO) ................... 5,750 95 -------- 2,925 Switzerland - 2.0% ABB, Ltd. * (ENGI) ................ 2,168 231 Adecco SA - Reg. (COMM) ........... 60 38 Credit Suisse Group - Reg. (BANK) . 1,970 374 Givaudan * (HNBA) ................. 55 15 Nestle SA (FOOD) .................. 260 606 Novartis AG - Reg. (HEAL) ......... 380 672 Roche Holding AG (HEAL) ........... 55 582 Schweizerische Rueckversicherungs- Gesellschaft (INSU) ............. 110 264 Swisscom AG - Reg. (UTIT) ......... 400 104 Syngenta AG * (CHEM) .............. 547 29 UBS AG (BANK) ..................... 3,226 526 Zurich Finance (FINL) ............. 633 382 -------- 3,823 Thailand - 0.1% ABN Amro Asia Secuities Public Co., Ltd. (FINL) ..................... 23,000 13 Advanced Info Service Public Co., Ltd. (TELS) ..................... 7,700 74 PTT Exploration & Production Public Co., Ltd. (OILX) ................ 22,200 52 Siam Cement Public Co., Ltd. (CONS) 4,000 38 TelecomAsia Corp. Public Co., Ltd. * (UTIT) ................... 113,200 46 -------- 223 Turkey - 0.3% Arcelik AS (APPL) .............. 2,623,000 45 Kartonsan Karton Sanayi Ve Ticaret AS (PAPR) ............ 1,083,000 56 Migros Turk TAS (RETF) ......... 387,000 50 Tupras-Turkiye Petrol Rafinerileri A.S. (OILX) ..... 1,009,000 37 Turkiye Garanti Bankasi AS (BANK) ....................... 12,113,000 68 Turkiye Is Bankasi (Isbank) - Cl. C (BANK) ................. 11,517,060 189 Yapi ve Kredi Bankasi AS (BANK) 12,211,870 63 -------- 508 United Kingdom - 10.1% Abbey National First Capital BV (BANK) ....................... 16,000 292 Airtours plc (LEIS) ............ 11,300 34 Amvescap plc (BANK) ............ 5,300 109 ARM Holdings plc * (ETRN) ...... 9,700 73 AstraZeneca Group plc (HEAL) ... 18,239 920 Barclay's plc (BANK) ........... 16,300 505 Barratt Developments plc (CONS) 10,100 45 Bass plc (FOOD) ................ 17,200 188 Berkeley Group (The) plc (READ) 6,100 69 BG Group plc (UTIG) ............ 37,866 148 BOC Group plc (CHEM) ........... 7,000 106 Boots Co. plc (RETD) ........... 13,800 126 BP Amoco plc (OILE) ............ 233,500 1,885 British Aerospace plc (AERO) ... 32,263 184 British Airport Authority plc (TRAN) ....................... 11,700 108 British Airways plc (TRAN) ..... 11,300 66 89 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued United Kingdom - Continued British American Tobacco plc * (FOOD)....... 26,500 $ 202 British Land Co. plc (REAL) ................ 11,000 78 British Sky Broadcast plc (MEDI) ........... 19,900 334 British Telecommunications plc (TELS)....... 68,700 588 Cadbury Schweppes plc (FOOD) ............... 26,600 184 Canary Wharf Finance PLC * (REIT) .......... 11,700 85 Carlton Communications plc (MEDI) .......... 16,300 149 Centrica plc * (UTIG) ...................... 58,900 228 CGU plc (INSU) ............................. 23,900 387 Diageo plc (FOOD) .......................... 30,200 339 Dixons Group plc * (TELE) .................. 23,200 78 EMI Group plc (LEIS) ....................... 12,400 102 GKN plc (AUTO) ............................. 9,200 97 GlaxoSmithKline plc * (HEAL) ............... 62,893 1,760 Granada Compass plc (LEIS) ................. 25,122 274 Halifax Group plc (LEND) ................... 24,700 245 Hanson plc (CONS) .......................... 8,990 62 Hays plc (DIOP) ............................ 14,400 83 Hilton Group plc (LEIS) .................... 27,700 87 HSBC Holdings plc (BANK) ................... 100,300 1,478 Imperial Chemical Industries plc (CHEM) ................................... 7,100 59 Innogy Holdings * (UTIG) ................... 16,500 48 Invensys, plc (DIOP) ....................... 38,785 91 J Sainsbury plc (RETF) ..................... 24,100 143 Kingfisher plc (RETS) ...................... 18,500 138 Land Securities plc (REAL) ................. 8,400 106 Lattice Group * (ETRN) ..................... 37,866 85 Legal & General Group plc (INSU) ........... 62,800 173 Lloyds TSB Group plc (BANK) ................ 58,900 624 Logica plc (SOFT) .......................... 6,700 175 Marconi plc (TELE) ......................... 28,600 307 Marks & Spencer plc (RETS) ................. 39,600 110 Misys plc (COMP) ........................... 6,300 62 National Grid Group plc (UTIE) ............. 22,500 205 National Power plc (UTIE) .................. 16,500 62 Nycomed Amersham plc (HEAL) ................ 5,700 48 P&O Princess Cruises plc * (LEIS) .......... 12,900 55 Pearson plc (MEDP) ......................... 8,100 193 Peninsular & Oriental Steam Navigation Co. (TRAN) ............................... 6,800 32 Prudential Corp. (INSU) .................... 22,500 362 Railtrack Group plc (TRAN) ................. 6,700 93 Rank Group plc (DIOP) ...................... 35,700 93 Reed International plc (MEDP) .............. 15,400 161 Rentokil Initial plc (DIOP) ................ 29,600 102 Reuters Group plc (BUSI) ................... 15,900 269 Rio Tinto plc - Reg. (DIOP) ................ 12,700 224 Royal Bank of Scotland Group (BANK) ........ 11,500 272 Schroders (BANK) ........................... 4,050 80 Scottish Power plc (UTIE) .................. 17,100 135 Slough Estates Finance plc * (READ) ........ 9,900 61 Tesco plc (FOOD) ........................... 76,800 313 The Great Universal Stores plc (RETS) ...... 15,500 122 The Sage Group plc (MEDI) .................. 22,100 101 Unilever plc (CNSU) ........................ 26,703 229 United Utilities plc (AGRI) ................ 10,400 103 Vodafone AirTouch plc (TELS) ............... 648,818 2,364 WPP Group plc * (COMM) ..................... 7,500 98 -------- 19,596 United States - 0.0% Great Eastern Shipping Co. - GDR * (TRAN) .......................... 25,120 85 -------- TOTAL COMMON STOCK- 94.4% 184,040 PREFERRED STOCK Australia - 0.2% News Corp., Ltd. (MEDI) .................... 342 Brazil - 0.7% Aracruz Celulose SA (TELS) ................. 108 Banco Bradesco SA (BANK) ................... 109 Banco Itau SA (BANK) ....................... 109 Bradespar SA (FINL) ........................ 108 Centrais Electricas Brasileires SA (UTIE) ................................... 109 Compahnia de Bebidas das Americas (FOOD) ................................... 109 Companhia Energetica de Minas Gerais - CEMIG (UTIE) ............................. 108 Companhia Vale do Rio Doce (META) .......... 109 Embratel Participacoes SA (UTIT) ........... 108 Tele Centro Sul Participacoes SA (UTIT) ................................... 108 Tele Norte Leste Participacoes SA (UTIT) ................................... 109 Telesp Celular Participacoes SA (TELS) ..... 108 Telesp Participacoes SA (TELS) ............. 108 -------- 1,410 Germany - 0.4% Dyckerhoff AG (CONS) ....................... 263 SAP AG - Vorzug (SOFT) ..................... 264 Volkswagen AG (AUTO ........................ 264 -------- 791 -------- TOTAL PREFERRED STOCK - 1.3% 2,543 90 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS United Kingdom - 0.0% British Aerospace plc - Bonds (AERO) 7.45% due 11/29/03................ $ 4 $ 6 --------- TOTAL PUBLICLY-TRADED BONDS- 0.0% 6 WARRANTS Mexico - 0.0% Cemex SA de CV (CONS) expires 12/12/02 (Cost $1)........ 2,000 0 United States - 1.0% Morgan Stanley Capital Llc (FINL) expires 04/07/07 (Cost $3,107).... 23,600 1,854 --------- TOTAL WARRANTS- 1.0% 1,854 RIGHTS Brazil - 0.0% Banco Bradesco SA (BANK) expires 12/26/00 (Cost $0)........ 1,012,456 3 Bradespar SA (FINL) expires 01/10/01 (Cost $0)........ 5,919,441 0 --------- 3 Malaysia - 0.0% Gamuda Berhad (CONS) expires 12/11/00 (Cost $0)........ 13,000 0 Thailand - 0.0% TelecomAsia (UTIT) expires 04/03/00 (Cost $0)........ 35,747 0 --------- TOTAL RIGHTS- 0.0% 3 SHORT-TERM INVESTMENTS - 3.0% Investment in joint trading account (Note B) 6.695% due 01/02/01........... 5,587 5,587 U.S. Treasury Bill 5.88% due 03/15/01 #.......... 300 299 U.S. Treasury Bill 5.92% due 03/15/01 #.......... 50 49 --------- --------- 5,937 5,935 --------- --------- TOTAL INVESTMENTS- 99.7% 194,384 Cash and Receivables, less payables- 0.3% 628 --------- --------- NET ASSETS- 100.0% 195,012 ========= ========= * Non-income producing security. ADR-American Depository Receipt GDR-Global Depository Receipt # Securities, or a portion thereof, with an aggregate market value of $333 have been segregated to collateralize financial futures contracts. See notes to financial statements. SUMMARY OF LONG-TERM SECURITIES BY INDUSTRY Market % of Industry Value Long-Term Industry Abbreviation (000s) Investments Bank ..................... BANK 27,848 14.8% Insurance ................ INSU 13,220 7.0% Telecommunication Services ............... TELS 13,099 6.9% Electronic Products & Services ............... ETRN 11,246 6.0% Diversified Operations ... DIOP 10,281 5.5% Health Care Products ..... HEAL 10,093 5.4% Telephone ................ UTIT 9,217 4.9% Electric Power ........... UTIE 7,211 3.8% Automobile ............... AUTO 7,069 3.7% Food, Beverage & Tobacco . FOOD 6,979 3.7% Chemical ................. CHEM 5,966 3.2% Financial Services ....... FINL 5,357 2.8% Transportation Services .. TRAN 5,113 2.7% Retail - Department Stores ...... RETS 3,854 2.0% Construction ............. CONS 3,612 1.9% Oil & Natural Gas Exploration & Production . OILX 3,603 1.9% Commercial Sevices ....... COMM 3,552 1.9% Oil - Equipment & Service................. OILE 3,356 1.8% Leisure & Recreation ..... LEIS 3,279 1.7% Computer Software & Services ............... SOFT 2,766 1.5% Brokerage & Investment Management ............. FUND 2,428 1.3% Telecommunication Equipment .............. TELE 2,308 1.2% Media - TV / Radio ....... MEDI 2,260 1.2% Oil ...................... OILS 1,964 1.0% Machinery ................ MACH 1,861 1.0% Cosmetic & Personal Care . HNBA 1,727 0.9% Retail - Food ............ RETF 1,682 0.9% Electrical Equipment ..... ELEQ 1,468 0.8% Computer Equipment ....... COMP 1,336 0.7% Real Estate Operations ... REAL 1,308 0.7% Paper & Forest Products .. PAPR 1,173 0.6% Shoe & Apparel Manufacturing .......... APPA 1,097 0.6% Personal & Commercial Lending ................ LEND 1,054 0.6% Natural Gas Distribution . UTIG 1,050 0.6% Consumer Miscellaneous ... CNSU 921 0.5% Metals & Mining .......... META 920 0.5% Media - Publishing ....... MEDP 751 0.4% Real Estate Investment Trust .................. REIT 724 0.4% Real Estate Development .. READ 681 0.4% Steel .................... STEE 646 0.3% Engineering & Construction ........... ENGI 631 0.3% Auto & Truck Parts ....... PART 622 0.3% Container ................ CONT 611 0.3% Precious ................. PMET 563 0.3% Metals/Gems/Stones Household Appliances / Furnishings .............. APPL 541 0.3% Pollution Control ........ POLL 349 0.2% Business Services ........ BUSI 269 0.1% Aerospace & Defense ...... AERO 190 0.1% Energy - Alternative Source ................. ENER 135 0.1% --------- --------- $188,449 100.0% ========= ========= 91 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Australia - 2.1% Brambles Industries, Ltd. (DIOP) ...... 1,836 $ 43 Broken Hill Proprietary Co., Ltd. (DIOP) ................................ 10,015 106 TABCORP Holdings, Ltd. (LEIS) ......... 13,628 83 Woolworth's, Ltd. (RETS) .............. 21,099 99 -------- 331 Finland - 2.5% Nokia Oyj (HEAL) ...................... 8,305 370 Sonera Oyj (TELS) ..................... 1,098 20 -------- 390 France - 10.6% Air Liquide (CHEM) .................... 825 123 Alcatel (TELE) ........................ 3,193 181 Alstom (MACH) ......................... 2,631 68 AXA SA (INSU) ......................... 1,158 168 Cap Gemini SA (COMM) .................. 300 48 Carrefour SA (RETF) ................... 624 39 France Telecom (TELS) ................. 1,288 111 Havas Advertising SA (BUSI) ........... 3,288 48 Lafarge SA (CONS) ..................... 1,426 120 LVMH (Louis Vuitton Moet Hennessy) (FOOD) .............................. 758 50 Rhone-Poulenc SA (BANK) ............... 1,434 126 Suez Lyonnaise des Eaux (FOOD) ........ 488 89 Total Fina SA - Cl. B (OILX) .......... 1,407 209 Vivendi Environment (POLL) ............ 2,138 93 Vivendi Universal SA (DIOP) ........... 3,016 199 -------- 1,672 Germany - 4.1% Allianz AG - Reg. (INSU) .............. 377 141 Bayerische Motoren Werke AG (AUTO) .... 1,199 39 DaimlerChrysler AG (AUTO) ............. 636 27 Deutsche Bank AG (BANK) ............... 2,095 176 Deutsche Telekom AG (UTIT) ............ 2,808 85 Muenchener Rueckversicherungs- Gesellschaft AG - Reg. (INSU) ....... 304 109 Siemens AG (DIOP) ..................... 566 74 -------- 651 Hong Kong - 2.4% Giordano International Ltd. (APPA) .... 44,000 20 Hang Seng Bank, Ltd. (BANK) ........... 10,100 136 Hutchison Whampoa, Ltd. (COMM) ........ 6,700 84 Li & Fung, Ltd. (COMM) ................ 36,000 65 Swire Pacific, Ltd. - Cl. A (DIOP) .... 10,000 72 -------- 377 Ireland - 1.1% Bank of Ireland (BANK) ................ 11,718 118 Elan Corp. plc - ADR * (HEAL) ......... 1,100 51 -------- 169 Italy - 3.3% Banca Nazionale del Lavoro (BANK) ..... 27,684 85 San Paolo-IMI SpA (BANK) .............. 10,300 166 Telecom Italia Mobile SpA (TELS) ...... 9,000 72 Telecom Italia SpA (TELS) ............. 9,983 110 UniCredito Italiano SpA (BANK) ........ 16,000 84 -------- 517 Japan - 24.0% ADERANS Co., Ltd. (HNBA) .............. 2,400 99 Advantest (ETRN) ...................... 400 37 Asahi Chemical Industry Co., Ltd. (CHEM) ................................ 17,000 98 Asahi Glass Co., Ltd. (APPL) .......... 9,000 74 Bank of Tokyo-Mitsubishi (BANK) ....... 4,000 40 Canon, Inc. (COMM) .................... 4,000 140 Chiba Bank, Ltd. (BANK) ............... 13,000 51 Circle K Japan Co., Ltd. (RETF) ....... 2,400 84 Daiwa Securities Group, Inc. (FUND) ... 4,000 42 Fanuc, Ltd. (ELEQ) .................... 1,000 68 Fuji Photo Film (LEIS) ................ 3,000 126 Fujitsu, Ltd. (ELEQ) .................. 3,000 44 Honda Motor Co. (AUTO) ................ 2,000 75 KAO Corp. (HNBA) ...................... 6,000 174 Kirin Brewery Co. (FOOD) .............. 11,000 98 Minebea Co., Ltd. (ETRN) .............. 5,000 46 Mitsui Marine & Fire Insurance Co., Ltd. (INSU) .............................. 14,000 80 Mizuho Holdings, Inc. * (FINL) ........ 19 118 Murata Manufacturing Co., Ltd. (ETRN) . 1,000 117 NEC Corp. (COMP) ...................... 3,000 55 NGK Insulators (PART) ................. 4,000 53 Nintendo Corp., Ltd. (LEIS) ........... 700 110 Nippon Telegraph & Telephone Corp. (UTIT) .............................. 21 151 Nomura Securities Co., Ltd. (FUND) .... 4,000 72 Ricoh Co., Ltd. (ETRN) ................ 7,000 129 Rohm Co., Ltd. (ETRN) ................. 500 95 Sakura Bank, Ltd. (BANK) .............. 6,000 36 Sanwa Bank, Ltd. (BANK) ............... 5,000 35 Sanyo Electric Co. (ETRN) ............. 9,000 75 Secom Co. (COMM) ...................... 1,500 98 Sharp Corp. (ETRN) .................... 6,000 72 Shin-Etsu Chemical Co. (CHEM) ......... 2,000 77 Skylark Co., Ltd. (FOOD) .............. 3,000 84 SMC Corp. (MACH) ...................... 500 64 Sony Corp. (ETRN) ..................... 1,000 69 Sumitomo Corp. (DIOP) ................. 15,000 108 Takeda Chemical Industries (CHEM) ..... 2,000 118 Takefuji Corp. (LEND) ................. 1,900 120 Terumo Corp. (HEAL) ................... 2,000 44 Tokyo Electric Power (UTIE) ........... 5,500 136 Toppan Forms Co., Ltd. (COMM) ......... 4,400 66 Toyota Motor Corp. (AUTO) ............. 4,800 153 92 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Japan - Continued Yamanouchi Pharmaceutical Co., Ltd. (HEAL)............................... 3,000 $ 130 -------- 3,761 Netherlands - 7.1% ASM Lithography Holding NV (COMP)...... 4,004 91 Fortis (NL) NV (INSU).................. 2,315 75 ING Groep NV (BANK).................... 3,424 273 Koninklije KPN NV (TELS)............... 7,389 85 Koninklijke (Royal) Philips Electronics NV (ETRN)............................ 4,527 166 Royal Dutch Petroleum Co. (OILE)....... 4,713 289 United Pan Europe (TELS)............... 5,005 51 VNU NV (MEDP).......................... 1,931 95 -------- 1,125 Portugal - 0.6% Electricidade de Portugal, SA (UTIE)... 26,971 89 Singapore - 1.6% City Developments, Ltd. (READ)......... 6,000 28 DBS Group Holdings, Ltd. (BANK)........ 6,000 68 Singapore Press Holdings, Ltd. (MEDP).. 3,000 44 Singapore Technology Engineering, Ltd. (ENGI)............................... 45,000 73 Singapore Telecommunications, Ltd. (TELS)............................... 26,000 40 -------- 253 Spain - 1.9% Acerinox SA (STEE)..................... 2,695 82 Banco Santander Central Hispano SA (BANK)............................... 4,120 44 Telefonica SA (UTIT)................... 10,175 168 -------- 294 Sweden - 4.9% Investor AB - B Shares (FUND).......... 7,799 117 Nordic Baltic Holding AB (BANK)........ 15,169 115 Securitas AB - B Shares (COMM)......... 6,675 124 Skandia Forsakrings AB (INSU).......... 10,884 177 Telefonaktiebolaget LM Ericsson AB * (TELS)............................... 20,415 232 -------- 765 Switzerland - 7.9% ABB, Ltd. * (ENGI)..................... 978 104 Adecco SA - Reg. (COMM)................ 92 58 Nestle SA (FOOD)....................... 134 313 Novartis AG - Reg. (HEAL).............. 95 168 Roche Holding AG (HEAL)................ 22 224 Schweizerische Rueckversicherungs- Gesellschaft (INSU).................. 59 141 UBS AG (BANK).......................... 1,007 164 Zurich Finance (FINL).................. 119 72 -------- 1,244 United Kingdom - 18.7% Amvescap plc (BANK).................... 2,908 60 AstraZeneca Group plc (HEAL)........... 1,392 70 BP Amoco plc (OILE).................... 30,507 246 British Aerospace plc (AERO)........... 7,766 44 British American Tobacco plc (FOOD).... 6,518 50 British Telecommunications plc (TELS).. 19,191 164 Cable & Wireless plc (TELS)............ 4,324 58 Diageo plc (FOOD)...................... 15,463 173 GKN plc (AUTO)......................... 765 8 GlaxoSmithKline plc * (HEAL)........... 15,882 449 HSBC Holdings plc (BANK)............... 13,550 200 Imperial Chemical Industries plc (CHEM) 6,542 54 Lloyds TSB Group plc (BANK)............ 4,338 46 Marconi plc (TELE)..................... 4,324 47 National Grid Group plc (UTIE)......... 6,463 59 P&O Princess Cruises plc * (LEIS)...... 23,650 100 Reuters Group plc (BUSI)............... 5,577 95 Royal Bank of Scotland Group (BANK).... 4,954 117 Tesco plc (FOOD)....................... 34,560 141 Unilever plc (CNSU).................... 28,527 244 Vodafone AirTouch plc (TELS)........... 139,652 513 -------- 2,938 -------- TOTAL COMMON STOCK-................. 92.8% 14,576 PREFERRED STOCK - 0.8% Germany - 0.8% SAP AG - Vorzug)........................ 131 Par Value (000's) SHORT-TERM INVESTMENTS - 5.1% Investment in joint repurchase agreement with Goldman Sachs & Co. dated 12/29/00, 6.481% due 01/02/01 (Secured by various U.S. Treasury obligations and U.S. Government Agency Bonds) $ 800 800 ------ ------ TOTAL INVESTMENTS- 98.7% 15,507 Cash and Receivables, less payables- 1.3% 209 ------ ------ NET ASSETS- 100.0% 15,716 ====== ====== * Non-income producing security. ADR-American Depository Receipts See notes to financial statements. 93 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND SUMMARY OF LONG-TERM SECURITIES BY INDUSTRY Market % of Industry Value Long-Term Industry Abbreviation (000s) Investments Bank ...................... BANK 2,140 14.6% Health Care Products ...... HEAL 1,506 10.2% Telecommunication Services ................ TELS 1,458 9.9% Food, Beverage & Tobacco .. FOOD 998 6.8% Insurance ................. INSU 891 6.1% Electronic Products & Services ................ ETRN 807 5.5% Commercial Sevices ........ COMM 683 4.6% Diversified Operations .... DIOP 601 4.1% Oil - Equipment & Service . OILE 535 3.6% Chemical .................. CHEM 470 3.2% Leisure & Recreation ...... LEIS 419 2.8% Telephone ................. UTIT 404 2.7% Automobile ................ AUTO 302 2.1% Electric Power ............ UTIE 284 1.9% Cosmetic & Personal Care .. HNBA 273 1.9% Consumer Miscellaneous .... CNSU 245 1.7% Brokerage & Investment Management .............. FUND 230 1.6% Telecommunication Equipment ............... TELE 228 1.5% Oil & Natural Gas Exploration & Production ............ OILX 209 1.4% Financial Services ........ FINL 189 1.3% Engineering & Construction ............ ENGI 177 1.2% Computer Equipment ........ COMP 146 1.0% Business Services ......... BUSI 142 1.0% Media - Publishing ........ MEDP 139 0.9% Machinery ................. MACH 132 0.9% Computer Software & Services ................ SOFT 130 0.9% Retail - Food ............. RETF 124 0.8% Construction .............. CONS 120 0.8% Personal & Commercial Lending ................. LEND 120 0.8% Electrical Equipment ...... ELEQ 112 0.8% Retail - Department Stores .................. RETS 99 0.7% Pollution Control ......... POLL 93 0.6% Steel ..................... STEE 82 0.6% Household Appliances / Furnishings ............. APPL 74 0.5% Auto & Truck Parts ........ PART 53 0.4% Aerospace & Defense ....... AERO 44 0.3% Real Estate Development ... READ 28 0.2% Shoe & Apparel Manufacturing ........... APPA 20 0.1% -------- -------- $ 14,707 100.0% ======== ======== 94 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL CAP GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Bank - 3.4% Greater Bay Bancorp ........................... 61,600 $ 2,526 Investors Financial Services Corp. ............ 23,500 2,021 Southwest Bancorporation of Texas, Inc. * ..... 39,600 1,700 Sterling Bancshares, Inc. ..................... 81,900 1,618 -------- 7,865 Brokerage & Investment Management - 1.2% Affiliated Managers Group, Inc. * ............. 50,700 2,782 Business Services - 5.7% Corporate Executive Board Co. * ............... 79,700 3,169 Forrester Research, Inc. * .................... 50,100 2,508 Heidrick & Struggles International, Inc. ...... 43,200 1,817 Management Network Group, Inc. * .............. 110,100 1,308 On Assignment, Inc. * ......................... 94,600 2,696 ProBusiness Services, Inc. * .................. 70,800 1,881 -------- 13,379 Commercial Sevices - 3.8% Corinthian Colleges, Inc. ..................... 58,000 2,200 Education Management Corp. * .................. 58,600 2,095 Plexus Corp. * ................................ 38,400 1,167 ProsoftTraining.com, Inc. * ................... 76,300 925 Quanta Services, Inc. * ....................... 33,749 1,086 Veritas DGC, Inc. * ........................... 44,100 1,425 -------- 8,898 Computer Equipment - 2.7% Cerner Corp. * ................................ 37,700 1,743 M-Systems Flash Disk Pioneers, Ltd. * ......... 92,700 1,292 PRI Automation, Inc. * ........................ 65,700 1,232 Quantum Corp. - Hard Disk Drive * ............. 70,000 560 Tech Data Corp. * ............................. 53,600 1,450 -------- 6,277 Computer Software & Services - 6.4% Advent Software, Inc. * ....................... 41,000 1,643 Aspen Technologies, Inc. * .................... 22,000 732 Avantgo, Inc. * ............................... 106,200 664 Avocent Corporation * ......................... 27,646 746 Broadbase Software, Inc. * .................... 45,200 283 Data Return Corp. * ........................... 133,400 500 Embarcadero Technologies, Inc. * .............. 39,800 1,791 Intranet Solutions, Inc. * .................... 30,500 1,555 Manugistics Group, Inc. * ..................... 34,400 1,961 National Instruments Corp. * .................. 25,350 1,231 Pivotal Corp. * ............................... 27,200 1,008 Secure Computing Corp. * ...................... 124,000 1,224 TeleCommunication Systems, Inc. ............... 60,200 203 WatchGuard Technologies, Inc. ................. 47,500 1,502 -------- 15,043 Construction - 0.5% Toll Brothers, Inc. * ......................... 31,300 1,279 Consumer Miscellaneous - 2.6% DigitalThink, Inc. * .......................... 64,700 1,104 NetRatings, Inc. * ............................ 81,400 1,196 ScanSource, Inc. * ............................ 50,000 1,950 University of Phoenix Online * ................ 57,000 1,838 -------- 6,088 Diversified Operations - 0.9% CoorsTek, Inc. * .............................. 31,900 1,001 Varian, Inc. * ................................ 35,300 1,196 -------- 2,197 Electric Power - 1.0% Wilson Greatbatch Technologies, Inc. * ........ 81,800 2,311 Electrical Equipment - 0.2% Nu Horizons Electronics Corp. * ............... 47,650 426 Electronic Products & Services - 10.3% Aeroflex, Inc. * .............................. 77,000 2,220 Atmi, Inc. * .................................. 59,300 1,156 Brooks Automation, Inc. * ..................... 29,100 817 Caliper Technologies Corp. * .................. 14,500 681 Credence Systems Corp. * ...................... 51,200 1,178 Cytyc Corp. * ................................. 33,600 2,102 DDI, Corp. * .................................. 61,400 1,673 DuPont Photomasks, Inc. * ..................... 47,000 2,484 Elantec Semiconductor, Inc. * ................. 25,400 705 Electro Scientific Industries, Inc. * ......... 37,700 1,056 Exar, Corp. * ................................. 47,700 1,478 Kent Electronics Corp. * ...................... 50,200 828 Merix Corp. * ................................. 53,250 712 Microsemi Corp. ............................... 53,700 1,494 Nanometrics, Inc. * ........................... 53,400 738 Pixelworks, Inc. * ............................ 44,750 1,001 PLX Technology, Inc. * ........................ 105,400 876 Rudolph Technologies, Inc. * .................. 55,500 1,675 Semtech Corp. * ............................... 58,800 1,297 -------- 24,171 Financial Services - 1.3% Actrade Financial Technologies, Ltd. * ........ 67,500 1,489 Advest Group, Inc. ............................ 30,300 1,078 Medallion Financial Corp. ..................... 36,600 535 -------- 3,102 Food, Beverage & Tobacco - 0.6% Performance Food Group Co. .................... 25,700 1,318 Health Care Products - 12.3% Alexion Pharmaceuticals, Inc. * ............... 24,800 1,610 Alkermes, Inc. * .............................. 51,600 1,619 Alpharma, Inc. - Cl. A ........................ 44,800 1,966 Aurora Biosciences Corp. * .................... 40,100 1,261 Cell Therapeutics, Inc. * ..................... 31,000 1,397 COR Therapeutics, Inc. * ...................... 47,500 1,671 Corvas International, Inc. * .................. 89,500 1,287 95 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL CAP GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Health Care Products - Continued CV Therapeutics, Inc. * ....................... 31,900 $ 2,257 Exelixis, Inc. * .............................. 67,400 986 Inhale Therapeutic Systems, Inc. * ............ 47,000 2,374 Inspire Pharmaceuticals, Inc. ................. 52,600 1,371 Interpore International, Inc. * ............... 6,200 24 Invitrogen Corp. * ............................ 25,100 2,168 NPS Pharmaceuticals, Inc. * ................... 57,000 2,736 Renal Care Group, Inc. * ...................... 77,500 2,125 Techne Corp. * ................................ 39,000 1,406 Titan Pharmeceuticals, Inc. * ................. 43,000 1,521 Virologic, Inc. * ............................. 131,500 1,200 -------- 28,979 Health Care Services - 10.1% Accredo Health, Inc. .......................... 52,600 2,640 AmeriSource Health Corp. - Cl. A * ............ 60,200 3,040 Arena Pharmaceuticals, Inc. ................... 3,200 50 Bindley Western Industries, Inc. .............. 77,200 3,209 Genome Therapeutics Corp. * ................... 5,400 38 GENOMICA Corp. ................................ 22,400 118 IDX Systems Corp. ............................. 65,500 1,638 LifePoint Hospitals, Inc. * ................... 62,600 3,138 Lincare Holdings, Inc. * ...................... 38,400 2,191 Physiometrix, Inc. ............................ 74,800 1,192 Province Healthcare Co. * ..................... 78,100 3,075 Transgenomic, Inc. ............................ 67,650 710 Vascular Solutions, Inc. ...................... 82,500 608 Visible Genetics, Inc. * ...................... 54,600 2,061 -------- 23,708 Insurance - 2.7% Fidelity National Financial, Inc. ............. 77,600 2,866 HCC Insurance Holdings, Inc. .................. 71,600 1,929 Philadelphia Consolidated Holding Corp. * ..... 15,900 491 Renaissancere Holdings, Ltd. .................. 14,000 1,096 -------- 6,382 Leisure & Recreation - 0.2% Six Flags, Inc. ............................... 20,800 358 Media - Publishing - 2.0% Houghton Mifflin Co. .......................... 44,200 2,050 Radio One, Inc. - Cl. D * ..................... 61,200 673 Scholastic Corp. * ............................ 22,500 1,994 -------- 4,717 Media - TV / Radio - 3.0% Entercom Communications Corp. * ............... 23,200 799 Getty Images, Inc. ............................ 68,600 2,195 Pegasus Communications Corp. * ................ 17,200 443 Radio One, Inc. * ............................. 49,900 533 Regent Communications, Inc. * ................. 190,600 1,132 Sinclair Broadcast Group, Inc. ................ 113,800 1,142 Westwood One, Inc. * .......................... 40,700 786 -------- 7,030 Oil & Natural Gas Exploration & Production - 4.7% Newfield Exploration Co. * .................... 60,600 2,874 Patterson Energy, Inc. * ...................... 70,500 2,626 Pride International, Inc. * ................... 105,700 2,603 Spinnaker Exploration Co. * ................... 5,100 217 Stone Energy Corp. * .......................... 41,300 2,666 -------- 10,986 Oil - Equipment & Service - 4.6% Dril Quip, Inc. * ............................. 31,300 1,070 Hanover Compressor Co. * ...................... 57,700 2,571 Hydril Co. * .................................. 72,000 1,265 Marine Drilling Companies, Inc. * ............. 96,700 2,587 Natco Group, Inc. - Cl. A ..................... 74,600 615 Universal Compression Holdings * .............. 74,200 2,796 -------- 10,904 Personal & Commercial Lending - 0.8% Metris Cos., Inc. ............................. 67,400 1,774 Real Estate Development - 0.5% Standard Pacific Corp. ........................ 49,600 1,159 Retail - Department Stores - 3.2% 99 Cents Only Stores * ........................ 58,799 1,610 Cost Plus, Inc. * ............................. 69,050 2,028 Insight Enterprises, Inc. * ................... 73,050 1,310 The Gymboree Corporation * .................... 69,600 966 Too, Inc. * ................................... 78,900 986 Tweeter Home Entertainment Group, Inc. ........ 57,100 696 -------- 7,596 Retail - Drug Stores - 0.6% Duane Reade, Inc. * ........................... 43,400 1,326 Retail - Food - 2.9% Applebee's International, Inc. ................ 49,300 1,550 P.F. Chang's China Bistro, Inc. * ............. 32,400 1,018 RARE Hospitality International, Inc. * ........ 82,600 1,843 Whole Foods Market, Inc. * .................... 40,000 2,445 -------- 6,856 Shoe & Apparel Manufacturing - 0.8% Columbia Sportswear Co. * ..................... 40,000 1,990 Steel - 1.1% Lone Star Technologies, Inc. * ................ 65,800 2,533 Telecommunication Equipment - 3.9% Brightpoint, Inc. * ........................... 210,300 736 Novatel Wireless, Inc. ........................ 96,700 1,197 Powertel, Inc. ................................ 15,700 972 Powerwave Technologies, Inc. * ................ 23,300 1,363 Repeater Technologies, Inc. ................... 113,400 227 SBA Communications Corp. * .................... 60,000 2,464 Stratos Lightwave, Inc. * ..................... 66,200 1,129 WJ Communications, Inc. * ..................... 75,500 1,076 -------- 9,164 96 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL CAP GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Telecommunication Services - 1.9% Airgate PCS, Inc. * ........................... 55,800 $ 1,981 Intermedia Communications, Inc. * ............. 101,600 730 Jupiter Media Metrix, Inc. * .................. 34,243 319 o2wireless Solutions, Inc. * .................. 14,200 132 Rural Cellular Corp. - Cl. A * ................ 27,800 824 Ubiquitel, Inc. * ............................. 62,500 344 Wink Communications, Inc. * ................... 18,900 113 -------- 4,443 Transportation Services - 1.6% Expeditors International of Washington, Inc ......................................... 33,200 1,782 Forward Air Corp. * ........................... 50,400 1,881 -------- 3,663 -------- TOTAL COMMON STOCK- 97.5% 228,704 Par Value (000's) SHORT-TERM INVESTMENTS - 2.8% Investment in joint repurchase agreement with UBS Securities dated 12/29/00, 5.95% due 01/02/01 (Secured by various U.S. Treasury obligations and U.S. Government Agency Bonds) $ 6,544 6,544 -------- -------- TOTAL INVESTMENTS- 100.3% 235,248 Cash and Receivables, less payables- (0.3)% (706) -------- -------- NET ASSETS- 100.0% 234,542 ======== ======== * Non-income producing security. See notes to financial statements. 97 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- GLOBAL BALANCED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Australia - 1.5% Australia & New Zealand Banking Group, Ltd. (FINL) ...................................... 5,000 $ 40 Broken Hill Proprietary Co., Ltd. (DIOP) ...... 9,300 98 CSL Limited (HEAL) ............................ 6,900 150 National Australia Bank, Ltd. (BANK) .......... 2,100 34 QBE Insurance Group, Ltd. (INSU) .............. 7,100 39 WMC, Ltd. (DIOP) .............................. 18,200 77 -------- 438 Bermuda - 0.1% PartnerRe, Ltd. (INSU) ........................ 700 43 Canada - 1.4% Alcan Aluminum, Ltd. (META) ................... 1,700 58 Bombardier Inc. - Cl. B (DIOP) ................ 4,600 71 Investors Group, Inc. (FINL) .................. 6,400 111 Magna International, Inc. (AUTO) .............. 900 38 Nortel Networks Corp. (TELE) .................. 1,000 32 The Thomson Corp. (SOFT) ...................... 2,000 76 -------- 386 Cayman Islands - 0.2% Transocean Sedco Forex, Inc. (OILX) ........... 1,000 46 Finland - 1.7% Nokia Oyj (HEAL) .............................. 9,500 424 Nokia Oyj - ADR (TELE) ........................ 1,500 65 -------- 489 France - 1.9% Bouygues SA (CONT) ............................ 1,800 82 Groupe Danone (FOOD) .......................... 600 90 Louis Vuitton Moet Hennessy (FOOD) ............ 1,300 86 Sanofi-Synthelabo SA (HEAL) ................... 2,100 140 Societe Television Francaise 1 (MEDI) ......... 1,800 97 ST Microelectronics (ETRN) .................... 1,100 48 -------- 543 Germany - 1.3% DaimlerChrysler AG (AUTO) ..................... 3,400 141 Infineon Technologies AG (ETRN) ............... 3,200 119 Metro AG (RETS) ............................... 1,100 51 Siemens AG (DIOP) ............................. 500 65 -------- 376 Hong Kong - 2.0% Cheung Kong (Holdings), Ltd. (READ) ........... 7,000 89 China Telecom (Hong Kong), Ltd. (TELS) ........ 13,500 74 Hutchison Whampoa, Ltd. (COMM) ................ 5,000 62 Li & Fung, Ltd. (COMM) ........................ 48,000 87 Sun Hung Kai Properties, Ltd. (REIT) .......... 12,000 120 Swire Pacific, Ltd. - Cl. A (DIOP) ............ 18,500 133 -------- 565 Italy - 0.9% Assicurazioni Generali (INSU) ................. 1,500 59 ENI SpA (OILS) ................................ 18,600 119 Olivetti SpA (COMM) ........................... 30,100 72 -------- 250 Japan - 7.4% Advantest (ETRN) .............................. 1,100 103 DISCO Corp. (MACH) ............................ 600 33 Enplas Corp. (ETRN) ........................... 1,800 61 Hirose Electric Co., Ltd. (ETRN) .............. 400 39 JUSCO Co., Ltd. (RETS) ........................ 5,000 108 Matsumotokiyoshi Co., Ltd. (RETD) ............. 1,000 27 Mitsubishi Heavy Industries, Ltd. (MACH) ...... 19,000 83 Mitsui Fudosan Co., Ltd. (REAL) ............... 4,000 40 Mitsui Marine & Fire Insurance Co., Ltd. (INSU) ...................................... 16,000 92 Murata Manufacturing Co., Ltd. (ETRN) ......... 900 106 NEC Corp. (COMP) .............................. 8,000 146 Nintendo Corp., Ltd. (LEIS) ................... 400 63 Nippon Television Network Corp. (MEDP) ........ 100 34 Nissan Motor Acceptance Corp. (FINL) .......... 25,000 144 NTT Mobile Communications Network, Inc. (TELS) ...................................... 10 172 Rohm Co., Ltd. (ETRN) ......................... 600 114 Sakura Bank, Ltd. (BANK) ...................... 9,000 54 Sanwa Bank, Ltd. (BANK) ....................... 13,000 91 Shionogi & Co., Ltd. (HEAL) ................... 5,000 102 Sony Corp. (ETRN) ............................. 2,000 138 Suzuki Motor Corp. (AUTO) ..................... 3,000 32 Taiyo Yuden Co., Ltd. (ELEQ) .................. 2,000 67 Tokyo Seimitsu Co., Ltd. (ETRN) ............... 2,400 136 Toray Industries, Inc. (APPA) ................. 18,000 68 USHIO, Inc. (ELEQ) ............................ 3,000 49 -------- 2,102 Mexico - 0.6% Telefonos de Mexico SA - ADR (UTIT) ........... 4,100 185 Netherlands - 1.9% Aegon NV (INSU) ............................... 4,400 182 ASM Lithography Holding NV (COMP) ............. 4,200 95 Heineken NV (FOOD) ............................ 1,500 91 ING Groep NV (BANK) ........................... 1,100 88 Koninklijke (Royal) Philips Electronics NV (ETRN) ...................................... 1,200 44 United Pan Europe (TELS) ...................... 2,900 30 -------- 530 Norway - 0.5% Norsk Hydro ASA (DIOP) ........................ 3,300 140 Panama - 0.6% Carnival Corp. (LEIS) ......................... 5,400 167 Singapore - 0.6% DBS Group Holdings, Ltd. (BANK) ............... 7,000 79 98 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- GLOBAL BALANCED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Singapore - Continued Singapore Technology Engineering, Ltd. (ENGI) ...................................... 53,000 $ 86 -------- 165 South Korea - 0.7% Samsung Electronics 144A (a) (ETRN) ........... 2,800 198 Soviet Union - 0.2% LUKoil Holding - ADR (OILS) ................... 1,600 57 Spain - 0.6% Banco Bilbao Vizcaya SA (BANK) ................ 6,900 103 Telefonica SA (UTIT) .......................... 5,000 82 -------- 185 Sweden - 0.7% ForeningsSparbanken AB (BANK) ................. 7,200 110 Telefonaktiebolaget LM Ericsson AB ............ 7,200 82 -------- 192 Switzerland - 2.1% Compagnie Financiere Richemont AG (RETS) ...... 50 134 Holderbank Financiere Glarus AG - Cl. B (CONS) ...................................... 99 119 Nestle SA (FOOD) .............................. 18 42 Novartis AG - Reg. (HEAL) ..................... 101 178 Schweizerische Rueckversicherungs- Gesellschaft (INSU) ......................... 50 120 Syngenta AG (CHEM) ............................ 383 21 -------- 614 Taiwan - 0.4% Taiwan Semiconductor Manufacturing Co., Ltd. - ADR (ETRN) ........................... 6,700 116 United Kingdom - 6.3% AstraZeneca Group plc (HEAL) .................. 12,200 616 Corus Group (STEE) ............................ 59,000 62 Dimension Data Holdings plc (SOFT) ............ 8,900 60 Dixons Group plc (TELE) ....................... 16,900 57 Halifax Group plc (LEND) ...................... 4,800 48 Lloyds TSB Group plc (BANK) ................... 14,800 157 Reuters Group plc (BUSI) ...................... 4,600 78 Shell Transport & Trading Co. plc (OILX) ...... 24,700 203 Unilever plc (CNSU) ........................... 9,400 80 Vodafone AirTouch plc (TELS) .................. 122,400 449 -------- 1,810 United States - 25.9% Advanced Micro Devices, Inc. (ETRN) ........... 6,700 93 AES Corp. (UTIE) .............................. 3,000 166 Agilent Technologies, Inc. (ETRN) ............. 2,000 109 Alcoa, Inc. (META) ............................ 3,100 104 Allstate Corp. (INSU) ......................... 2,300 100 America Online, Inc. (SOFT) ................... 1,700 59 American Greetings Corp. - Cl. A (COMM) ....... 5,200 49 Anheuser-Busch Cos., Inc. (FOOD) .............. 1,600 73 Applied Materials, Inc. (ETRN) ................ 3,700 141 AT&T Corp. - Liberty Media Group - Cl. A (MEDP) 12,000 163 Baker Hughes, Inc. (OILE) ..................... 2,400 100 Bank of America Corp. (BANK) .................. 6,000 275 Berkshire Hathaway Inc. - Cl. A (DIOP) ........ 2 142 Cablevision Systems Corp. - Cl. A (MEDI) ...... 2,500 212 Cadence Design Systems, Inc. (SOFT) ........... 2,100 58 Campbell Soup Co. (FOOD) ...................... 3,300 114 Charter Communications, Inc. - Cl. A (MEDI) ... 3,000 68 CheckFree Corp. (SOFT) ........................ 1,900 81 Circuit City Stores, Inc. (RETS) .............. 6,900 79 Cisco Systems, Inc. (ETRN) .................... 2,000 77 Compaq Computer Corp. (COMP) .................. 9,300 140 Dell Computer Corp. (COMP) .................... 3,200 56 Delphi Automotive Systems Corp. (AUTO) ........ 6,700 75 DoubleClick, Inc. (SOFT) ...................... 3,100 34 Ecolab, Inc. (COMM) ........................... 1,300 56 Exxon Mobil Corp. (OILX) ...................... 400 35 FleetBoston Financial Corp. (BANK) ............ 4,200 158 Fluor Corp. (UTIE) ............................ 2,700 89 General Mills, Inc. (FOOD) .................... 2,300 102 Genetech, Inc. (HEAL) ......................... 1,200 98 H.J. Heinz Co. (FOOD) ......................... 1,300 62 Hewlett-Packard Co. (COMP) .................... 2,500 79 Household International, Inc. (FINL) .......... 3,800 209 Illinois Tool Works, Inc. (DIOP) .............. 4,800 286 IMC Global, Inc. (CHEM) ....................... 7,200 112 Intel Corp. (COMP) ............................ 2,100 63 International Business Machines Corp. (COMP) ...................................... 900 77 International Paper Co. (PAPR) ................ 1,300 53 Intersil Holding Corp. (ETRN) ................. 1,700 39 Kellogg Co. (FOOD) ............................ 3,200 84 Kimberly-Clark Corp. (PAPR) ................... 1,700 120 KLA-Tencor Corp. (ETRN) ....................... 2,900 98 Limited, Inc. (RETS) .......................... 2,900 49 Lowe's Cos., Inc. (RETS) ...................... 3,300 147 Macromedia, Inc. (SOFT) ....................... 1,200 73 Maxim Integrated Products, Inc. (ETRN) ........ 1,500 72 Medtronic, Inc. (HEAL) ........................ 1,800 109 Motorola, Inc. (ETRN) ......................... 3,800 77 Nike, Inc. - Cl. B (APPA) ..................... 2,400 134 Novellus Systems, Inc. (ETRN) ................. 1,200 43 PepsiCo, Inc. (FOOD) .......................... 2,200 109 Pfizer, Inc. (HEAL) ........................... 5,000 230 PMC-Sierra, Inc. (ETRN) ....................... 800 63 Raytheon Co. - Cl. A (AERO) ................... 6,500 188 Sprint PCS (PCS Group) (TELS) ................. 2,500 51 Teradyne, Inc. (ETRN) ......................... 4,300 160 Texas Instruments, Inc. (ETRN) ................ 2,700 128 Time Warner, Inc. (MEDI) ...................... 2,000 104 TMP Worldwide, Inc. (COMM) .................... 600 33 99 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- GLOBAL BALANCED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued United States - Continued TyCom, Ltd. (TELE) ............................ 2,700 $ 60 UAL Corp. (TRAN) .............................. 2,700 105 United Parcel Service, Inc. - Cl. B (BUSI) .... 700 41 United Technologies Corp. (AERO) .............. 1,800 142 USA Education, Inc. (LEND) .................... 2,600 177 USA Networks, Inc. (MEDI) ..................... 4,500 87 Viacom, Inc. - Cl. B (MEDI) ................... 2,000 94 W.W. Grainger, Inc. (DIOP) .................... 2,300 84 Washington Mutual, Inc. (BANK) ................ 4,300 228 Weatherford International, Inc. (OILE) ........ 1,200 57 Williams Cos., Inc. (FOOD) .................... 2,700 108 WorldCom, Inc. (TELS) ......................... 2,100 30 -------- 7,371 -------- TOTAL COMMON STOCK- 59.5% 16,968 Par Value (000's) PUBLICLY-TRADED BONDS Canada - 1.0% Government of Canada (GOVF) 7.25% due 06/01/07 ............................ $ 405 297 Denmark - 0.6% Kingdom of Denmark - Bullet Bond (GOVF) 8.0% due 03/15/06 ............................. 1,100 157 Finland - 0.9% Republic of Finland - Bonds (GOVF) 5.75% due 02/23/11 ............................ 250 247 France - 1.1% Government of France - Debs. (GOVF) 4.0% due 10/25/09 ............................. 370 321 Germany - 4.7% Federal Republic of Germany - Bonds (GOVF) 5.25% due 01/04/08 ............................ 1,000 966 Treuhandanstalt (FORG) 7.375% due 12/02/02 ........................... 375 370 -------- 1,336 Japan - 1.1% International Bank of Reconstruction & Development - Debs. (BANK) 4.75% due 12/20/04 ............................ 30,000 303 Netherlands - 9.5% Deutsche Telekom International Finance (TELS) 6.625% due 07/06/10 ........................... 250 239 Netherlands Government - Bonds Ser. 1 & 2 (GOVF) 6.0% due 01/15/06 ............................. 2,500 2,486 -------- 2,725 Spain - 1.7% Kingdom of Spain - Notes (GOVF) 3.1% due 09/20/06 ............................. 50,000 488 Supra National - 3.4% Asian Development Bank (BANK) 5.625% due 02/18/02 ........................... 40,000 371 Bank of Ireland (BANK) 6.45% due 02/10/10 ............................ 250 241 International-American Development Bank - Bonds (BANK) 1.9% due 07/08/09 ............................. 40,000 364 -------- 976 United Kingdom - 1.8% U.K. Treasury (GOVF) 7.25% due 12/07/07 ............................ 300 504 United States - 10.7% Amazon.Com, Inc. (RETS) 4.75% due 02/01/09 ............................ 127 48 Federal National Mortgage Assoc. - Sr. Notes (GOVF) 2.125% due 10/09/07 ........................... 40,000 369 Federal National Mortgage Assoc. (GOVA) 5.25% due 01/15/09 ............................ 340 325 KFW International Finance (BANK) 1.0% due 12/20/04 ............................. 30,000 264 U.S. Treasury - Notes (GOVE) 5.75% due 08/15/03 ............................ 740 751 6.625% due 05/31/02 ........................... 489 496 U.S. Treasury - Bonds (GOVE) 8.0% due 11/15/21 ............................. 635 821 -------- 3,074 -------- TOTAL PUBLICLY-TRADED BONDS- 36.5% 10,428 SHORT-TERM INVESTMENTS - 2.8% Investment in joint trading account (Note B) 6.695% due 01/02/01 $ 800 800 -------- -------- TOTAL INVESTMENTS- 98.8% 28,196 Cash and Receivables, less payables- 1.2% 331 -------- -------- NET ASSETS- 100.0% 28,527 ======== ======== ADR-American Depository Receipts (a) Pursuant to Rule 144A under the Securities Act of 1993, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2000, securities aggregated $198 or 0.7% of net assets of the Portfolio. See notes to financial statements. 100 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- GLOBAL BALANCED FUND SUMMARY OF LONG-TERM SECURITIES BY INDUSTRY Market % of Industry Value Long-Term Industry Abbreviation (000s) Investments Foreign Governmental ................. GOVF 5,835 21.3% Bank ................................. BANK 2,920 10.7% Electronic Products & Services ....... ETRN 2,321 8.5% U.S. Governmental .................... GOVE 2,069 7.6% Health Care Products ................. HEAL 2,046 7.5% Telecommunication Services ........... TELS 1,127 4.1% Diversified Operations ............... DIOP 1,096 4.0% Food, Beverage & Tobacco ............. FOOD 739 2.7% Media - TV / Radio ................... MEDI 663 2.4% Insurance ............................ INSU 635 2.3% Retail - Department Stores ........... RETS 618 2.3% Computer Equipment ................... COMP 600 2.2% Financial Services ................... FINL 504 1.8% Computer Software & Services ......... SOFT 407 1.5% Foreign .............................. FORG 370 1.4% Commercial Sevices ................... COMM 360 1.3% Aerospace & Defense .................. AERO 330 1.2% U.S. Government Agencies ............. GOVA 325 1.2% Automobile ........................... AUTO 286 1.1% Oil & Natural Gas Exploration & Production ........................ OILX 284 1.0% Telephone ............................ UTIT 268 1.0% Electric Power ....................... UTIE 255 0.9% Leisure & Recreation ................. LEIS 229 0.8% Personal & Commercial Lending ........ LEND 224 0.8% Food, Beverage & Tobacco ............. FOOD 222 0.8% Telecommunication Equipment .......... TELE 214 0.8% Shoe & Apparel Manufacturing ......... APPA 202 0.7% Media - Publishing ................... MEDP 197 0.7% Oil .................................. OILS 176 0.7% Paper & Forest Products .............. PAPR 173 0.6% Metals & Mining ...................... META 162 0.6% Oil - Equipment & Service ............ OILE 156 0.6% Chemical ............................. CHEM 133 0.5% Real Estate Investment Trust ......... REIT 120 0.4% Business Services .................... BUSI 119 0.4% Construction ......................... CONS 119 0.4% Electrical Equipment ................. ELEQ 116 0.4% Machinery ............................ MACH 115 0.4% Transportation Services .............. TRAN 105 0.4% Real Estate Development .............. READ 89 0.3% Engineering & Construction ........... ENGI 85 0.3% Container ............................ CONT 82 0.3% Consumer Miscellaneous ............... CNSU 81 0.3% Steel ................................ STEE 62 0.2% Computer Equipment ................... COMP 56 0.2% Real Estate Operations ............... REAL 40 0.2% Computer Software & Services ......... SOFT 34 0.1% Retail - Drug Stores ................. RETD 27 0.1% ------- ------ $27,396 100.0% ======= ====== 101 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MID CAP GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Brokerage & Investment Management - 0.9% E*TRADE Group, Inc. * ......................... 489,625 $ 3,611 Commercial Sevices - 9.7% Apollo Group, Inc. - Cl. A * .................. 289,694 14,249 Lamar Advertising Co. * ....................... 280,820 10,838 Plexus Corp. * ................................ 127,490 3,875 TMP Worldwide, Inc. * ......................... 168,820 9,285 -------- 38,247 Computer Equipment - 1.3% VeriSign, Inc. * .............................. 66,430 4,928 Computer Software & Services - 1.3% Exodus Communications, Inc. * ................. 248,285 4,966 Consumer Miscellaneous - 0.8% University of Phoenix Online * ................ 100,000 3,225 Electronic Products & Services - 15.8% Cree, Inc. * .................................. 500,610 17,787 Integrated Device Technology, Inc. * .......... 386,120 12,790 Intersil Holding Corp. * ...................... 361,680 8,296 SDL, Inc. * ................................... 22,010 3,262 Semtech Corp. * ............................... 271,890 5,998 Viasytsems Group, Inc. * ...................... 366,505 3,047 Vitesse Semiconductor Corp. * ................. 200,855 11,110 -------- 62,290 Financial Services - 4.1% Paychex, Inc. ................................. 336,013 16,339 Health Care Products - 19.3% Abgenix, Inc. * ............................... 162,380 9,591 Alexion Pharmaceuticals, Inc. * ............... 79,925 5,190 Andrx Corp - Andrx Group * .................... 65,200 3,774 Biovail Corp. * ............................... 32,040 1,244 CuraGen Corp. * ............................... 112,785 3,080 Human Genome Sciences, Inc. * ................. 199,130 13,802 Maxygen, Inc. * ............................... 100,930 2,473 Medarex, Inc. * ............................... 267,655 10,907 Millennium Pharmaceuticals, Inc. * ............ 188,905 11,689 MiniMed, Inc. * ............................... 85,705 3,602 Sepracor, Inc. * .............................. 134,465 10,774 -------- 76,126 Media - TV / Radio - 4.0% Cox Radio, Inc. - Cl. A * ..................... 211,295 4,767 Entercom Communications Corp. * ............... 108,070 3,722 Hispanic Broadcasting Corp. * ................. 291,030 7,421 -------- 15,910 Oil & Natural Gas Exploration & Production - 8.1% Apache Corp. .................................. 58,810 4,121 Devon Energy Corp. * .......................... 66,430 4,050 EOG Resources, Inc. ........................... 432,825 23,670 -------- 31,841 Oil - Equipment & Service - 4.0% Barrett Resources Corp. * ..................... 18,020 1,024 Hanover Compressor Co. * ...................... 243,065 10,831 Universal Compression Holdings * .............. 108,420 4,086 -------- 15,941 Telecommunication Equipment - 17.8% ADC Telecommunications, Inc. * ................ 392,010 7,105 American Tower Corp. - Cl. A .................. 507,070 19,205 Avanex Corp. * ................................ 252,500 15,040 Crown Castle International Corp. * ............ 564,155 15,268 ONI Systems Corp. * ........................... 8,115 321 Powertel, Inc. ................................ 88,000 5,451 SBA Communications Corp. * .................... 79,520 3,265 TriQuint Semiconductor, Inc. * ................ 101,750 4,445 -------- 70,100 Telecommunication Services - 5.4% AT&T Canada, Inc. * ........................... 65,930 1,924 McLeodUSA, Inc. - Cl. A * ..................... 680,035 9,605 Microcell Telecommunications, Inc. * .......... 99,846 1,897 Western Wireless Corp. - Cl. A * .............. 196,045 7,683 -------- 21,109 Telephone - 0.6% Metromedia Fiber Network, Inc. - Cl. A * ...... 229,045 2,319 -------- TOTAL COMMON STOCK- 93.1% 366,952 Par Value (000's) COMMERCIAL PAPER - 6.9% Financial Services - 4.4% CIT Group Holdings, Inc. 6.5% due 01/02/01 ............................. $ 17,000 16,997 U.S. Government Agencies - 2.5% Federal Home Loan Bank Discount Note 6.38% due 02/02/01 ............................ 10,000 9,945 -------- -------- 27,000 26,942 -------- -------- TOTAL INVESTMENTS- 100.0% 393,894 Cash and Receivables, less payables- 0.0% 94 -------- -------- NET ASSETS- 100.0% 393,988 ======== ======== * Non-income producing security. See notes to financial statements. 102 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MID CAP BLEND FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 0.6% General Dynamics Corp. ........................ 1,500 $ 117 Auto & Truck Parts - 1.8% B.F. Goodrich Co. ............................. 2,700 98 Dana Corp. .................................... 4,400 67 Johnson Controls, Inc. ........................ 900 47 Lear Corp. .................................... 2,600 65 Visteon Corp. ................................. 9,500 109 -------- 386 Bank - 4.6% Comerica, Inc. ................................ 8,100 481 Golden West Financial Corp. ................... 5,100 344 SouthTrust Corp. .............................. 3,700 151 -------- 976 Chemical - 2.6% Air Products & Chemicals, Inc. ................ 4,700 193 Ashland, Inc. ................................. 1,400 50 Eastman Chemical Co. .......................... 2,100 102 Praxair, Inc. ................................. 3,500 155 Rohm & Haas Co. ............................... 1,500 55 -------- 555 Commercial Sevices - 3.1% Convergys Corp. ............................... 6,100 276 Lamar Advertising Co. ......................... 5,400 208 R.R. Donnelley & Sons Co. ..................... 1,800 49 Sybase, Inc. .................................. 4,100 81 WPP Group plc - ADR ........................... 900 57 -------- 671 Computer Software & Services - 6.1% Cadence Design Systems, Inc. .................. 7,800 215 DST Systems, Inc. ............................. 3,900 261 Fiserv, Inc. .................................. 3,600 171 Intuit, Inc. .................................. 4,900 193 NCR Corp. ..................................... 4,400 216 Network Associates, Inc. ...................... 8,100 34 SunGard Data Systems, Inc. .................... 4,400 207 -------- 1,297 Consumer Miscellaneous - 3.2% Avery Dennison Corp. .......................... 3,400 187 Black & Decker Corp. .......................... 6,300 247 Clorox Co. .................................... 2,700 96 Parker-Hannifin Corp. ......................... 2,700 119 Sherwin-Williams Co. .......................... 1,600 42 -------- 691 Container - 0.1% Sealed Air Corp. .............................. 900 27 Cosmetic & Personal Care - 0.8% Avon Products, Inc. ........................... 3,400 163 Diversified Operations - 2.5% Danaher Corp. ................................. 1,300 89 El Paso Energy Corp. .......................... 4,200 301 ITT Industries, Inc. .......................... 2,500 97 Reynolds & Reynolds Co. - Cl. A ............... 2,300 46 -------- 533 Electric Power - 11.1% Allegheny Energy, Inc. ........................ 4,500 217 Calpine Corp. ................................. 3,900 176 Constellation Energy Group .................... 4,300 194 DPL, Inc. ..................................... 5,200 173 DQE, Inc. ..................................... 6,300 206 Energy East Corp. ............................. 2,900 57 Exelon Corp. .................................. 4,600 323 Pinnacle West Capital Corp. ................... 3,700 176 Reliant Energy, Inc. .......................... 4,400 191 Southern Energy, Inc. ......................... 14,200 402 Teco Energy, Inc. ............................. 2,300 74 UtiliCorp United, Inc. ........................ 5,000 155 -------- 2,344 Electrical Equipment - 0.3% American Power Conversion ..................... 4,900 61 Electronic Products & Services - 10.2% Atmel Corp. ................................... 25,700 299 Jabil Circuit, Inc. ........................... 6,700 170 Lam Research Corp. ............................ 9,500 138 Linear Technology Corp. ....................... 1,700 79 Maxim Integrated Products, Inc. ............... 1,100 52 Millipore Corp. ............................... 2,700 170 Novellus Systems, Inc. ........................ 7,500 269 Pitney Bowes, Inc. ............................ 4,500 149 Rockwell International Corp. .................. 1,800 86 Sanmina Corp. ................................. 2,000 153 Sawtek, Inc. .................................. 2,200 102 SCI Systems, Inc. ............................. 6,600 174 Tektronix, Inc. ............................... 4,600 155 Teradyne, Inc. ................................ 1,600 60 Vishay Intertechnology, Inc. .................. 7,700 116 -------- 2,172 Financial Services - 2.1% Stillwell Financial, Inc. ..................... 11,500 454 Food, Beverage & Tobacco - 2.5% Archer-Daniels-Midland Co. .................... 11,600 174 Coca-Cola Enterprises, Inc. ................... 2,200 42 ConAgra, Inc. ................................. 6,700 174 Kellogg Co. ................................... 1,600 42 Ralston Purina Group .......................... 4,200 110 -------- 542 Health Care Products - 9.2% Allergan, Inc. ................................ 2,800 271 103 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MID CAP BLEND FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Health Care Products - Continued Boston Scientific Corp. ....................... 5,500 $ 75 Cephalon, Inc. ................................ 2,400 152 CV Therapeutics, Inc. ......................... 900 64 ENZON , Inc. .................................. 2,900 180 Forest Laboratories, Inc. ..................... 1,300 173 Genzyme Corp. (General Division) .............. 1,000 90 Invitrogen Corp. .............................. 1,600 138 King Pharmaceuticals, Inc. .................... 4,500 232 Laboratory Corporation of America Holdings .... 1,000 176 Waters Corp. .................................. 4,800 401 -------- 1,952 Health Care Services - 4.1% Biogen, Inc. .................................. 2,700 162 Idec Pharmaceuticals Corp. .................... 500 95 Lincare Holdings, Inc. ........................ 2,400 137 St. Jude Medical, Inc. ........................ 3,000 184 Universal Health Services, Inc. - Cl. B ....... 2,200 246 Wellpoint Health Networks, Inc. ............... 500 58 -------- 882 Housing - 1.5% Centex Corp. .................................. 2,900 109 Masco Corp. ................................... 7,800 200 -------- 309 Insurance - 6.2% Lincoln National Corp. ........................ 7,600 360 PartnerRe, Ltd. ............................... 2,200 134 St. Paul Cos., Inc. ........................... 7,700 418 Torchmark, Inc. ............................... 5,100 196 XL Capital, Ltd. - Cl. A ...................... 2,200 192 -------- 1,300 Leisure & Recreation - 1.7% Marriott International, Inc. - Cl. A .......... 3,300 140 SABRE Group Holdings, Inc. .................... 5,200 224 -------- 364 Machinery - 1.3% Deere & Co. ................................... 2,300 105 Ingersoll-Rand Co. ............................ 4,200 176 -------- 281 Media - Publishing - 0.9% Knight-Ridder, Inc. ........................... 2,100 120 New York Times Co. - Cl. A .................... 1,700 68 -------- 188 Media - TV / Radio - 2.1% Clear Channel Communications, Inc. ............ 1,700 82 Univision Communications, Inc. - Cl. A ........ 6,100 250 Westwood One, Inc. ............................ 6,200 120 -------- 452 Metals & Mining - 0.4% Alcan Aluminum, Ltd. .......................... 2,600 89 Oil - 0.5% Conoco, Inc. - Cl. A .......................... 3,600 103 Oil & Natural Gas Exploration & Production - 7.3% Amerada Hess Corp. ............................ 1,900 139 Anadarko Petroleum Corp. ...................... 2,500 178 Apache Corp. .................................. 3,100 217 Devon Energy Corp. ............................ 1,800 110 Kerr-McGee Corp. .............................. 1,100 74 Noble Drilling Corp. .......................... 8,100 352 Sunoco, Inc. .................................. 2,600 87 Transocean Sedco Forex, Inc. .................. 5,600 258 USX-Marathon Group ............................ 4,700 130 -------- 1,545 Paper & Forest Products - 0.5% Abitibi-Consolidated, Inc. .................... 5,100 47 Westvaco Corp. ................................ 2,100 61 -------- 108 Retail - Department Stores - 2.8% Family Dollar Stores, Inc. .................... 4,700 101 Limited, Inc. ................................. 5,000 85 RadioShack Corp. .............................. 5,300 227 Tiffany & Co. ................................. 5,500 174 -------- 587 Retail - Drug Stores - 0.7% TJX Cos., Inc. ................................ 5,300 147 Retail - Food - 0.4% Brinker International, Inc. ................... 2,100 89 Shoe & Apparel Manufacturing - 0.2% Intimate Brands, Inc. ......................... 3,300 49 Steel - 0.3% Nucor Corp. ................................... 1,600 63 Telecommunication Equipment - 0.6% Scientific-Atlanta, Inc. ...................... 4,000 130 Telecommunication Services - 1.4% Broadwing, Inc. ............................... 6,800 155 EchoStar Communications Corp. - Cl. A ......... 6,600 150 -------- 305 Telephone - 0.9% CenturyTel, Inc. .............................. 2,100 75 Telephone and Data Systems, Inc. .............. 1,200 108 -------- 183 Transportation Services - 2.9% AMR Corp. ..................................... 2,400 94 Burlington Northern Santa Fe .................. 4,800 136 Canadian Pacific, Ltd. ........................ 3,100 89 104 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MID CAP BLEND FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Transportation Services - Continued Continental Airlines, Inc. - Cl. B ............ 800 $ 41 Northwest Airlines Corp. ...................... 2,700 81 Southwest Airlines Co. ........................ 5,100 171 -------- 612 -------- TOTAL COMMON STOCK- 97.5% 20,727 Par Value (000's) SHORT-TERM INVESTMENTS - 1.9% Investment in joint trading account (Note B) 6.695% due 01/02/01 ........................... $ 409 409 -------- -------- TOTAL INVESTMENTS- 99.4% 21,136 Cash and Receivables, less payables- 0.6% 123 -------- -------- NET ASSETS- 100.0% 21,259 ADR-American Depository Receipts See notes to financial statements. 105 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- LARGE CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 2.5% Honeywell International, Inc. ................. 28,400 $ 1,344 Lockheed Martin Corp. ......................... 111,000 3,768 -------- 5,112 Auto & Truck Parts - 0.6% Dana Corp. .................................... 7,400 113 Genuine Parts Co. ............................. 45,400 1,189 -------- 1,302 Automobile - 0.5% Ford Motor Co. ................................ 43,500 1,020 Bank - 7.8% Bank of America Corp. ......................... 37,200 1,706 Bank One Corp. ................................ 69,700 2,553 Firstar Corp. ................................. 43,700 1,016 FleetBoston Financial Corp. ................... 82,972 3,117 J.P. Morgan & Co., Inc. ....................... 17,900 2,962 Mercantile Bankshares Corp. ................... 20,900 903 National City Corp. ........................... 44,100 1,268 Wells Fargo & Co. ............................. 43,900 2,445 -------- 15,970 Business Services - 0.8% Dun & Bradstreet Corp. ........................ 15,700 406 H & R Block, Inc. ............................. 28,000 1,159 -------- 1,565 Chemical - 3.3% Dow Chemical Co. .............................. 40,800 1,494 E.I. du Pont de Nemours & Co. ................. 59,500 2,874 Great Lakes Chemical Corp. .................... 29,600 1,101 Hercules, Inc. ................................ 71,700 1,367 -------- 6,836 Commercial Sevices - 0.9% R.R. Donnelley & Sons Co. ..................... 41,700 1,126 The Dun & Bradstreet Corp. * .................. 31,400 807 -------- 1,933 Computer Equipment - 1.7% Compaq Computer Corp. ......................... 43,400 653 Hewlett-Packard Co. ........................... 58,000 1,831 Intel Corp. ................................... 28,400 854 Xerox Corp. ................................... 33,800 156 -------- 3,494 Computer Software & Services - 1.1% BMC Software, Inc. * .......................... 17,700 248 Microsoft Corp. ............................... 39,400 1,709 Unisys Corp. * ................................ 15,200 222 -------- 2,179 Construction - 0.0% Armstrong Holdings, Inc. ...................... 18,400 38 Consumer Miscellaneous - 1.7% Black & Decker Corp. .......................... 17,700 695 Clorox Co. .................................... 5,000 177 Fortune Brands, Inc. .......................... 39,300 1,179 Stanley Works ................................. 47,300 1,475 -------- 3,526 Cosmetic & Personal Care - 3.0% Gillette Co. .................................. 76,800 2,774 International Flavors & Fragrances, Inc. ...... 46,200 939 Procter & Gamble Co. .......................... 30,100 2,361 -------- 6,074 Diversified Operations - 3.6% Cooper Industries, Inc. ....................... 13,000 597 Eaton Corp. ................................... 9,500 714 Illinois Tool Works, Inc. ..................... 19,400 1,156 Minnesota Mining & Manufacturing Co. .......... 29,400 3,543 Pall Corp. .................................... 62,500 1,332 -------- 7,342 Electric Power - 4.6% Duke Energy Co. ............................... 20,400 1,739 Exelon Corp. .................................. 36,375 2,554 Firstenergy Corp. ............................. 38,800 1,224 Niagara Mohawk Holdings, Inc. ................. 30,900 516 Reliant Energy, Inc. .......................... 27,100 1,174 Southern Co. .................................. 65,900 2,191 -------- 9,398 Electronic Products & Services - 3.2% Hubbell, Inc. - Cl. B ......................... 35,600 943 Motorola, Inc. ................................ 94,400 1,912 Rockwell International Corp. .................. 59,000 2,810 Texas Instruments, Inc. ....................... 18,400 872 -------- 6,537 Financial Services - 3.9% Citigroup, Inc. ............................... 51,566 2,633 Mellon Financial Corp. ........................ 108,400 5,332 -------- 7,965 Food, Beverage & Tobacco - 8.7% Brown-Forman Corp. - Cl. B .................... 20,000 1,330 Campbell Soup Co. ............................. 61,300 2,123 General Mills, Inc. ........................... 51,200 2,282 H.J. Heinz Co. ................................ 49,800 2,362 Hershey Foods Corp. ........................... 46,000 2,961 Kellogg Co. ................................... 33,900 890 McCormick & Co., Inc. ......................... 40,100 1,446 Philip Morris Cos., Inc. ...................... 66,200 2,913 UST, Inc. ..................................... 55,600 1,560 -------- 17,867 Health Care Products - 4.6% Abbott Laboratories ........................... 44,500 2,156 106 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- LARGE CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Health Care Products - Continued American Home Products Corp. .................. 63,500 $ 4,035 Becton, Dickinson & Co. ....................... 23,600 817 Bristol-Myers Squibb Co. ...................... 15,900 1,176 Pharmacia Corp. ............................... 20,875 1,273 -------- 9,457 Insurance - 5.9% American General Corp. ........................ 36,400 2,967 Aon Corp. ..................................... 32,600 1,116 Chubb Corp. ................................... 29,500 2,552 Lincoln National Corp. ........................ 31,800 1,504 Safeco Corp. .................................. 25,700 845 St. Paul Cos., Inc. ........................... 28,652 1,556 UnumProvident Corp. ........................... 60,200 1,618 -------- 12,158 Leisure & Recreation - 2.9% Eastman Kodak Co. ............................. 47,400 1,866 Hasbro, Inc. .................................. 88,400 939 Hilton Hotels Corp. ........................... 96,800 1,017 Starwood Hotels & Resorts Worldwide, Inc. ..... 61,900 2,182 -------- 6,004 Media - Publishing - 1.8% Dow Jones & Co., Inc. ......................... 18,200 1,031 Knight-Ridder, Inc. ........................... 35,700 2,030 Readers Digest Association, Inc. - Cl. A ...... 15,900 622 -------- 3,683 Media - TV / Radio - 1.0% The Walt Disney Co. ........................... 71,900 2,081 Metals & Mining - 0.5% Phelps Dodge Corp. ............................ 17,100 954 Oil - 1.4% Royal Dutch Petroleum Co. - NY Shares ......... 46,900 2,840 Oil & Natural Gas Exploration & Production - 9.4% Amerada Hess Corp. ............................ 20,200 1,476 BP Amoco plc - ADR ............................ 77,232 3,697 Chevron Corp. ................................. 32,100 2,710 Exxon Mobil Corp. ............................. 51,067 4,440 Texaco, Inc. .................................. 49,200 3,057 Unocal Corp. .................................. 66,400 2,569 USX-Marathon Group ............................ 42,500 1,179 -------- 19,128 Oil - Equipment & Service - 0.8% Baker Hughes, Inc. ............................ 37,100 1,542 Paper & Forest Products - 3.1% Georgia-Pacific Corp. ......................... 11,426 356 International Paper Co. ....................... 87,170 3,557 Kimberly-Clark Corp. .......................... 28,800 2,036 Mead Corp. .................................... 10,000 314 -------- 6,263 Pollution Control - 1.4% Waste Management, Inc. ........................ 101,290 2,811 Precious Metals/Gems/Stones - 0.2% Newmont Mining Corp. .......................... 18,500 316 Real Estate Investment Trust - 0.6% Simon Property Group, Inc. .................... 50,700 1,217 Real Estate Operations - 0.4% Rouse Co. ..................................... 32,800 836 Retail - Department Stores - 1.8% J.C. Penney Co., Inc. ......................... 12,800 139 May Department Stores Co. ..................... 57,650 1,888 Toys "R" Us, Inc. * ........................... 101,400 1,692 -------- 3,719 Retail - Food - 0.8% Albertson's, Inc. ............................. 33,900 898 McDonald's Corp. .............................. 22,900 779 -------- 1,677 Telecommunication Equipment - 0.3% Lucent Technologies, Inc. ..................... 46,900 633 Telecommunication Services - 1.7% Verizon Communications ........................ 68,716 3,444 Telephone - 5.2% Alltel Corp. .................................. 42,400 2,647 AT&T Corp. .................................... 70,700 1,224 BellSouth Corp. ............................... 40,300 1,650 SBC Communications, Inc. ...................... 73,355 3,503 Sprint Corp. .................................. 81,400 1,653 -------- 10,677 Transportation Services - 2.0% Norfolk Southern Corp. ........................ 72,800 969 Union Pacific Corp. ........................... 63,900 3,243 -------- 4,212 U.S. Government Agencies - 1.8% Federal National Mortgage Assoc ............... 41,400 3,592 -------- TOTAL COMMON STOCK- 95.5% 195,402 Par Value (000's) SHORT-TERM INVESTMENTS Automobile - 0.6% BMW US Capital Corp. 6.45% due 01/02/01 ............................ $ 1,202 1,202 Commercial Sevices - 1.5% Yale University 107 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- LARGE CAP VALUE FUND Par Market Name of Issuer Value Value (000's) (000's) SHORT-TERM INVESTMENTS - Continued Commercial Sevices - Continued 6.52% due 02/21/01 ............................ $ 3,000 $ 2,972 Electric Power - 1.5% Wisconsin Energy Corp. 6.52% due 02/08/01 ............................ 3,000 2,979 Financial Services - 0.6% KFW International Finance 6.5% due 02/08/01 ............................. 1,275 1,266 Telecommunication Services - 0.9% Verizon Global Funding Corp. 6.5% due 02/23/01 ............................. 2,000 1,982 -------- TOTAL SHORT-TERM INVESTMENTS- 5.1% 10,401 ------- -------- TOTAL INVESTMENTS- 100.6% 205,803 Cash and Receivables, less payables- (0.6)% (1,268) ------- -------- NET ASSETS- 100.0% 204,535 ======= ======== * Non-income producing security. See notes to financial statements. 108 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- LARGE CAP VALUE CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 3.1% Boeing Co. .................................... 2,100 $ 139 Honeywell International, Inc. ................. 1,700 80 Northrop Grumman Corp. ........................ 1,300 108 Raytheon Co. - Cl. B .......................... 700 22 United Technologies Corp. ..................... 2,700 212 -------- 561 Auto & Truck Parts - 1.3% B.F. Goodrich Co. ............................. 400 14 General Motors Corp. .......................... 3,000 153 General Motors Corp. - Cl. H .................. 1,200 28 Johnson Controls, Inc. ........................ 700 36 -------- 231 Automobile - 0.5% Delphi Automotive Systems Corp. ............... 2,100 23 Ford Motor Co. ................................ 2,971 70 -------- 93 Bank - 7.7% Bank of America Corp. ......................... 4,300 197 Bank of New York Co., Inc. .................... 1,300 72 Bank One Corp. ................................ 2,400 88 BB&T Corporation .............................. 300 11 City National Corp. ........................... 300 12 Comerica, Inc. ................................ 1,800 107 Fifth Third Bancorp ........................... 150 9 First Union Corp. ............................. 300 8 Firstar Corp. ................................. 900 21 FleetBoston Financial Corp. ................... 4,176 157 Golden West Financial Corp. ................... 1,600 108 J.P. Morgan & Co., Inc. ....................... 400 66 PNC Bank Corp. ................................ 1,300 95 Popular, Inc. ................................. 500 13 Silicon Valley Bancshares * ................... 700 24 SouthTrust Corp. .............................. 200 8 Suntrust Banks, Inc. .......................... 800 50 UnionBanCal Corp. ............................. 1,200 29 Washington Mutual, Inc. ....................... 500 27 Wells Fargo & Co. ............................. 5,300 295 -------- 1,397 Brokerage & Investment Management - 2.5% A.G. Edwards, Inc. ............................ 1,400 66 Merrill Lynch & Co., Inc. ..................... 2,400 164 Morgan Stanley, Dean Witter, Discover & Co. ... 2,900 230 -------- 460 Business Services - 0.6% Comdisco, Inc. ................................ 1,100 13 Internet Capital Group, Inc. * ................ 300 1 Manpower, Inc. ................................ 400 15 Robert Half International, Inc. ............... 1,400 37 United Parcel Service, Inc. - Cl. B * ......... 700 41 -------- 107 Chemical - 2.0% Air Products & Chemicals, Inc. ................ 1,700 70 Cabot Corp. ................................... 300 8 Cytec Industries, Inc. * ...................... 900 36 Dow Chemical Co. .............................. 3,600 132 E.I. du Pont de Nemours & Co. ................. 700 34 Praxair, Inc. ................................. 1,700 75 -------- 355 Commercial Sevices - 0.2% Quanta Services, Inc. * ....................... 500 16 TeleTech Holdings, Inc. * ..................... 700 13 -------- 29 Computer Equipment - 0.9% 3Com Corp. * .................................. 700 6 Apple Computer, Inc. * ........................ 800 12 Compaq Computer Corp. ......................... 800 12 Hewlett-Packard Co. ........................... 2,400 76 International Business Machines Corp. ......... 400 34 Network Appliance, Inc. * ..................... 100 6 Tech Data Corp. * ............................. 400 11 VERITAS Software Corp. * ...................... 150 13 -------- 170 Computer Software & Services - 1.4% At Home Corp. - Ser. A ........................ 100 1 Computer Sciences Corp. * ..................... 300 18 Critical Path, Inc. * ......................... 100 3 DST Systems, Inc. * ........................... 700 47 Electronic Data Systems Corp. ................. 800 46 First Data Corp. .............................. 2,300 121 Intuit, Inc. * ................................ 100 4 SunGard Data Systems, Inc. .................... 400 19 -------- 259 Construction - 0.1% Dycom Industries, Inc. * ...................... 300 11 Lafarge Corp. ................................. 400 9 -------- 20 Consumer Miscellaneous - 0.6% Clorox Co. .................................... 400 14 Sherwin-Williams Co. .......................... 400 11 Unilever NV - NY Shares ....................... 1,200 75 -------- 100 Container - 0.1% Bemis Co., Inc. ............................... 300 10 Cosmetic & Personal Care - 1.8% Alberto-Culver Co. - Cl. B .................... 300 13 Avon Products, Inc. ........................... 2,000 96 109 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- LARGE CAP VALUE CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Cosmetic & Personal Care - Continued Colgate-Palmolive Co. ......................... 500 $ 32 Estee Lauder Cos., Inc. - Cl. A ............... 600 26 Procter & Gamble Co. .......................... 2,100 165 -------- 332 Diversified Operations - 1.8% Cendant Corp. * ............................... 400 4 Corning, Inc. ................................. 500 26 General Electric Co. .......................... 2,000 96 ITT Industries, Inc. .......................... 400 16 Minnesota Mining & Manufacturing Co. .......... 1,200 145 Textron, Inc. ................................. 500 23 Tyco International, Ltd. ...................... 350 19 -------- 329 Electric Power - 3.6% Calpine Corp. * ............................... 600 27 Consolidated Edison, Inc. ..................... 200 8 Constellation Energy Group .................... 1,600 72 Dominion Resources, Inc. ...................... 221 15 Energy East Corp. ............................. 1,200 23 Entergy Corp. ................................. 3,400 144 Exelon Corp. .................................. 750 53 Firstenergy Corp. ............................. 400 13 FPL Group, Inc. ............................... 900 64 PG & E Corp. .................................. 2,500 50 PPL Corp. ..................................... 1,300 59 Public Services Enterprise Group, Inc. ........ 1,600 78 Reliant Energy, Inc. .......................... 300 13 Southern Co. .................................. 1,100 36 -------- 655 Electrical Equipment - 1.2% Emerson Electric Co. .......................... 800 63 Molex, Inc. ................................... 2,900 103 TXU Corp. ..................................... 1,100 49 -------- 215 Electronic Products & Services - 0.7% Advanced Micro Devices, Inc. * ................ 800 11 Arrow Electronics, Inc. * ..................... 700 20 Avnet, Inc. ................................... 600 13 AVX Corp. ..................................... 900 15 Integrated Device Technology, Inc. * .......... 200 7 Kemet Corp. * ................................. 700 10 Motorola, Inc. ................................ 600 12 National Semiconductor Corp. * ................ 600 12 Vishay Intertechnology, Inc. * ................ 2,100 32 -------- 132 Energy - Alternative Source - 0.3% Dynegy, Inc. - Cl.A ........................... 1,100 62 Financial Services - 6.0% American Express Co. .......................... 1,100 60 Citigroup, Inc. ............................... 13,600 695 Household International, Inc. ................. 200 11 Jersey Puerto MORGAN CHASE + Co. .............. 2,600 118 Lehman Brothers Holdings, Inc. ................ 2,000 135 Mellon Financial Corp. ........................ 200 10 Providian Financial Corp. * ................... 1,200 69 -------- 1,098 Food, Beverage & Tobacco - 5.4% Adolph Coors Co. - Cl. B ...................... 300 24 Brown-Forman Corp. - Cl. B .................... 1,200 80 ConAgra, Inc. ................................. 2,000 52 IBP, Inc. ..................................... 1,600 43 Pepsi Bottling Group, Inc. .................... 2,900 116 PepsiCo, Inc. ................................. 3,200 158 Philip Morris Cos., Inc. ...................... 3,000 132 R.J. Reynolds Tobacco Holdings, Inc. * ........ 2,000 97 Ralston-Ralston Purina Group .................. 2,500 65 Starbucks Corp. * ............................. 400 18 Suiza Foods Corp. * ........................... 200 10 Sysco Corp. ................................... 3,400 102 Tricon Global Restaurants, Inc. * ............. 2,200 73 Tyson Foods, Inc. - Cl. A ..................... 800 10 -------- 980 Health Care Products - 7.8% Abbott Laboratories ........................... 3,800 184 Allergan, Inc. ................................ 600 58 Alpharma, Inc. - Cl. A ........................ 700 31 Baxter International, Inc. .................... 200 17 Bristol-Myers Squibb Co. ...................... 1,100 81 Cardinal Health, Inc. ......................... 800 80 Celgene Corp. * ............................... 200 6 Chiron Corp. * ................................ 200 9 Forest Laboratories, Inc. * ................... 300 40 Genetech, Inc. * .............................. 400 32 IVAX Corp. .................................... 700 27 Johnson & Johnson ............................. 3,500 368 Merck & Co., Inc. ............................. 3,600 337 Sepracor, Inc. * .............................. 200 16 UnitedHealth Group, Inc. ...................... 2,000 123 Waters Corp. * ................................ 200 17 -------- 1,426 Health Care Services - 0.5% AmeriSource Health Corp. - Cl. A * ............ 300 15 HCA-The Healthcare Corporation ................ 600 26 PacifiCare Health Systems, Inc. * ............. 300 5 Quest Diagnostics, Inc. * ..................... 200 28 Trigon Healthcare, Inc. * ..................... 200 16 WebMD Corp. * ................................. 200 2 -------- 92 110 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- LARGE CAP VALUE CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Housing - 0.6% Centex Corp. .................................. 2,000 $ 75 Pulte Corp. ................................... 600 25 -------- 100 Insurance - 8.5% AFLAC, Inc. ................................... 400 29 Allstate Corp. ................................ 4,800 209 American General Corp. ........................ 1,000 82 American International Group, Inc. ............ 3,700 365 Cigna Corp. ................................... 1,300 172 Cincinnati Financial Corp. .................... 500 20 Everest Re Group, Ltd. ........................ 300 21 Hartford Financial Services Group, Inc. ....... 1,200 85 Jefferson-Pilot Corp. ......................... 100 7 Lincoln National Corp. ........................ 300 14 Loews Corp. ................................... 1,400 145 Marsh & McLennan Cos., Inc. ................... 600 70 MGIC Investment Corp. ......................... 900 61 Nationwide Financial Services - Cl. A ......... 300 14 Old Republic International Corp. .............. 1,300 42 Radian Group, Inc. ............................ 200 15 St. Paul Cos., Inc. ........................... 500 27 The MONY Group, Inc. .......................... 1,600 79 The PMI Group, Inc. ........................... 1,200 81 -------- 1,538 Leisure & Recreation - 0.8% Brunswick Corp. ............................... 3,700 61 Eastman Kodak Co. ............................. 1,300 51 SABRE Group Holdings, Inc. * .................. 300 13 Starwood Hotels & Resorts Worldwide, Inc. ..... 600 21 -------- 146 Machinery - 0.4% FMC Corp. * ................................... 500 36 Ingersoll-Rand Co. ............................ 700 29 -------- 65 Media - Publishing - 0.7% AT&T Corp. - Liberty Media Group - Cl. A * .... 1,800 25 Dow Jones & Co., Inc. ......................... 500 28 Gannett Co., Inc. ............................. 100 6 Knight-Ridder, Inc. ........................... 600 34 New York Times Co. - Cl. A .................... 1,000 40 -------- 133 Media - TV / Radio - 2.4% Clear Channel Communications, Inc. * .......... 300 15 Comcast Corp. - Cl. A ......................... 600 25 Fox Entertainment Group, Inc. - Cl. A * ....... 1,200 21 Infinity Broadcasting Corp. - Cl. A * ......... 2,800 78 McGraw-Hill Cos., Inc. ........................ 200 12 The Walt Disney Co. ........................... 7,600 220 Time Warner, Inc. ............................. 500 26 USA Networks, Inc. * .......................... 200 4 Viacom, Inc. - Cl. B * ........................ 917 43 -------- 444 Metals & Mining - 0.7% Alcan Aluminum, Ltd. .......................... 1,600 55 Alcoa, Inc. ................................... 612 20 Inco, Ltd. .................................... 2,100 35 Precision Castparts Corp. ..................... 400 17 -------- 127 Natural Gas Distribution - 0.1% KeySpan Corp. ................................. 400 17 Oil - 0.5% Conoco, Inc. - Cl. B .......................... 3,300 96 Oil & Natural Gas Exploration & Production - 8.8% Amerada Hess Corp. ............................ 1,300 95 Apache Corp. .................................. 900 63 Chevron Corp. ................................. 3,100 262 Exxon Mobil Corp. ............................. 7,252 630 Kerr-McGee Corp. .............................. 2,200 147 Murphy Oil Corp. .............................. 1,200 73 Noble Affiliates, Inc. ........................ 500 23 Noble Drilling Corp. * ........................ 300 13 Occidental Petroleum Corp. .................... 4,900 119 Phillips Petroleum Co. ........................ 300 17 Texaco, Inc. .................................. 1,300 81 USX-Marathon Group ............................ 2,700 75 -------- 1,598 Paper & Forest Products - 0.9% Georgia-Pacific Corp. ......................... 1,000 31 Kimberly-Clark Corp. .......................... 1,600 113 Westvaco Corp. ................................ 200 6 Weyerhaeuser Co. .............................. 300 15 -------- 165 Personal & Commercial Lending - 0.3% Countrywide Credit Industries, Inc. ........... 400 20 MBNA Corp. .................................... 500 18 Metris Cos., Inc. ............................. 300 8 -------- 46 Pollution Control - 0.2% Republic Services, Inc. - Cl. A ............... 2,000 34 Real Estate Development - 0.2% Lennar Corp. .................................. 1,200 44 Real Estate Investment Trust - 0.8% Equity Office Properties Trust ................ 1,400 46 Equity Residential Properties Trust ........... 1,300 72 Prologis Trust ................................ 700 15 Simon Property Group, Inc. .................... 400 10 -------- 143 111 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- LARGE CAP VALUE CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Retail - Department Stores - 2.0% Federated Department Stores, Inc. * ........... 500 $ 18 Harcourt General, Inc. ........................ 900 52 Kohl's Corp. .................................. 700 43 Limited, Inc. ................................. 600 10 Neiman Marcus Group, Inc. - Cl. A ............. 1,700 60 Sears, Roebuck & Co. .......................... 4,300 149 Tiffany & Co. ................................. 400 13 Zale Corp. * .................................. 700 20 -------- 365 Retail - Food - 0.7% Brinker International, Inc. * ................. 900 38 Darden Restaurants, Inc. ...................... 500 12 McDonald's Corp. .............................. 100 3 Safeway, Inc. * ............................... 1,200 75 -------- 128 Shoe & Apparel Manufacturing - 0.2% Intimate Brands, Inc. ......................... 400 6 Liz Claiborne, Inc. ........................... 300 13 Nike, Inc. - Cl. B ............................ 400 22 -------- 41 Telecommunication Equipment - 0.2% Aether Systems, Inc. * ........................ 100 4 Covad Communications Group, Inc. * ............ 100 JDS Uniphase Corp. * .......................... 800 34 Nortel Networks Corp. ......................... 128 4 -------- 42 Telecommunication Services - 3.3% BCE, Inc. ..................................... 3,200 93 Level 3 Communications, Inc. * ................ 300 10 Qwest Communications International, Inc. * .... 3,400 139 United States Cellular Corp. * ................ 100 6 Verizon Communications ........................ 6,274 314 WorldCom, Inc. * .............................. 1,900 27 XO Communications, Inc. ....................... 300 5 -------- 594 Telephone - 4.2% AT&T Corp. .................................... 8,160 141 AT&T Wireless Group * ......................... 500 9 BellSouth Corp. ............................... 4,700 193 SBC Communications, Inc. ...................... 8,237 393 Sprint Corp. .................................. 1,300 26 -------- 762 Transportation Services - 1.0% AMR Corp. * ................................... 700 28 Burlington Northern Santa Fe .................. 500 14 Canadian National Railway Co. ................. 2,600 77 Delta Air Lines, Inc. ......................... 1,100 55 -------- 174 U.S. Government Agencies - 1.6% Federal Home Loan Mortgage Corp. .............. 1,200 83 Federal National Mortgage Assoc ............... 2,400 208 -------- 291 -------- TOTAL COMMON STOCK- 89.2% 16,206 Par Value (000's) SHORT TERM INVESTMENTS - 9.4% Investment in joint repurchase agreement with Goldman Sachs & Co. dated 12/29/00, 6.481% due 01/02/01 (Secured by various U.S. Treasury obligations and U.S. Government Agency Bonds) $ 1,701 1,701 ---------- -------- TOTAL INVESTMENTS- 98.6% 17,907 Cash and Receivables, less payables- 1.4% 257 ---------- -------- NET ASSETS- 100.0% 18,164 ========== ======== * Non-income producing security. See notes to financial statements. 112 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- AMERICAN LEADERS LARGE CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 2.2% Honeywell International, Inc. ................. 1,400 $ 66 Northrop Grumman Corp. ........................ 800 67 -------- 133 Auto & Truck Parts - 2.0% General Motors Corp. .......................... 700 36 General Motors Corp. - Cl. H .................. 200 5 Johnson Controls, Inc. ........................ 1,100 57 TRW, Inc. ..................................... 600 23 -------- 121 Automobile - 0.9% Ford Motor Co. ................................ 2,372 56 Bank - 6.2% Bank of America Corp. ......................... 1,800 82 First Union Corp. ............................. 2,400 67 PNC Bank Corp. ................................ 1,600 117 Washington Mutual, Inc. ....................... 2,000 106 -------- 372 Brokerage & Investment Management - 3.1% Bear Stearns Cos., Inc. ....................... 1,600 81 Morgan Stanley, Dean Witter, Discover & Co .......................................... 1,300 103 -------- 184 Business Services - 0.9% H & R Block, Inc. ............................. 1,300 54 Chemical - 2.2% Ashland, Inc. ................................. 1,700 61 E.I. du Pont de Nemours & Co. ................. 1,400 68 -------- 129 Computer Equipment - 3.8% Compaq Computer Corp. ......................... 2,900 44 International Business Machines Corp. ......... 1,000 85 Lexmark International Group, Inc. - Cl. A * ... 1,000 44 VERITAS Software Corp. * ...................... 669 58 -------- 231 Computer Software & Services - 5.2% Computer Sciences Corp. * ..................... 1,100 66 Electronic Data Systems Corp. ................. 1,300 75 First Data Corp. .............................. 2,000 106 Novell, Inc. * ................................ 6,200 32 Sun Microsystems, Inc. * ...................... 1,100 31 -------- 310 Consumer Miscellaneous - 0.6% Parker-Hannifin Corp. ......................... 800 35 Diversified Operations - 4.0% Cendant Corp. * ............................... 5,500 53 PPG Industries, Inc. .......................... 1,100 51 Textron, Inc. ................................. 800 37 Tyco International, Ltd. ...................... 1,800 100 -------- 241 Electric Power - 6.0% Edison International .......................... 2,900 45 Entergy Corp. ................................. 1,900 81 FPL Group, Inc. ............................... 1,200 86 Public Services Enterprise Group, Inc. ........ 1,600 78 Reliant Energy, Inc. .......................... 1,600 69 -------- 359 Electronic Products & Services - 2.4% Motorola, Inc. ................................ 2,400 48 Philips Electronics NV ........................ 2,643 96 -------- 144 Financial Services - 1.0% CIT Group, Inc. - Cl. A ....................... 3,100 62 Food, Beverage & Tobacco - 5.4% General Mills, Inc. ........................... 1,400 63 Philip Morris Cos., Inc. ...................... 3,800 167 Sara Lee Corp. ................................ 3,800 93 -------- 323 Health Care Products - 10.0% Abbott Laboratories ........................... 1,900 92 Baxter International, Inc. .................... 1,100 97 Bristol-Myers Squibb Co. ...................... 1,800 133 Merck & Co., Inc. ............................. 1,000 94 Pharmacia Corp. ............................... 1,000 61 UnitedHealth Group, Inc. ...................... 2,000 123 -------- 600 Health Care Services - 1.9% HEALTHSOUTH Corp. * ........................... 7,100 116 Insurance - 11.8% Allmerica Financial Corp. ..................... 1,100 80 Allstate Corp. ................................ 2,600 113 Cigna Corp. ................................... 700 92 Conseco, Inc. ................................. 7,100 94 Lincoln National Corp. ........................ 1,600 76 Loews Corp. ................................... 900 93 Marsh & McLennan Cos., Inc. ................... 600 70 MBIA, Inc. .................................... 1,200 89 -------- 707 Machinery - 0.8% Ingersoll-Rand Co. ............................ 1,200 50 Media - Publishing - 1.1% Knight-Ridder, Inc. ........................... 1,100 63 113 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- AMERICAN LEADERS LARGE CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Media - TV / Radio - 3.6% Charter Communications, Inc. - Cl. A * ........ 3,000 $ 68 The News Corp., Ltd. - ADR .................... 2,200 64 Viacom, Inc. .................................. 1,400 66 Viacom, Inc. - Cl. B * ........................ 500 23 -------- 221 Oil - 2.2% Royal Dutch Petroleum Co. - NY Shares ......... 1,200 73 Tosco Corp. ................................... 1,800 61 -------- 134 Oil & Natural Gas Exploration & Production - 6.7% Chevron Corp. ................................. 900 76 ENSCO International, Inc. ..................... 2,300 78 Exxon Mobil Corp. ............................. 1,600 139 Texaco, Inc. .................................. 900 56 USX-Marathon Group ............................ 2,000 56 -------- 405 Paper & Forest Products - 3.0% International Paper Co. ....................... 1,700 69 Kimberly-Clark Corp. .......................... 1,600 113 -------- 182 Pollution Control - 1.8% Waste Management, Inc. ........................ 4,000 111 Retail - Department Stores - 1.3% Federated Department Stores, Inc. * ........... 1,300 46 Wal-Mart Stores, Inc. ......................... 700 37 -------- 83 Telecommunication Equipment - 0.5% Lucent Technologies, Inc. ..................... 2,500 34 Telecommunication Services - 2.4% Verizon Communications ........................ 2,400 120 WorldCom, Inc. * .............................. 1,900 27 -------- 147 Telephone - 1.4% AT&T Corp. .................................... 2,000 34 Sprint Corp. .................................. 2,400 49 -------- 83 Transportation Services - 1.1% Union Pacific Corp. ........................... 1,300 66 -------- TOTAL COMMON STOCK- 95.5% 5,756 Par Value (000s) SHORT-TERM INVESTMENTS - 4.1% Investment in joint trading account (Note B) 6.695% due 01/02/01 ........................... 246 $ 246 -------- -------- TOTAL INVESTMENTS- 99.6% 6,002 Cash and Receivables, less payables- 0.4% 27 -------- -------- NET ASSETS- 100.0% 6,029 ======== ======== * Non-income producing security. ADR-American Depositary Receipt 114 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- LARGE/MID CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 2.4% Boeing Co. .................................... 2,200 $ 145 Honeywell International, Inc. ................. 2,300 109 United Technologies Corp. ..................... 1,500 118 -------- 372 Auto & Truck Parts - 0.5% General Motors Corp. - Cl. H .................. 3,596 83 Automobile - 0.9% Ford Motor Co. ................................ 6,370 149 Bank - 10.5% KeyCorp ....................................... 11,600 325 Mercantile Bankshares Corp. ................... 5,700 246 U.S. Bancorp .................................. 5,600 163 UnionBanCal Corp. ............................. 3,200 77 Wachovia Corp. ................................ 6,100 355 Washington Mutual, Inc. ....................... 9,300 493 -------- 1,659 Brokerage & Investment Management - 4.4% Goldman Sachs Group, Inc. ..................... 2,300 246 Merrill Lynch & Co., Inc. ..................... 3,600 246 Morgan Stanley, Dean Witter, Discover & Co .... 2,500 198 -------- 690 Business Services - 0.2% Manpower, Inc. ................................ 800 30 Chemical - 1.8% Air Products & Chemicals, Inc. ................ 1,800 74 E.I. du Pont de Nemours & Co. ................. 3,000 145 Rohm & Haas Co. ............................... 1,800 65 -------- 284 Computer Equipment - 1.6% Compaq Computer Corp. ......................... 3,700 56 Hewlett-Packard Co. ........................... 2,000 63 International Business Machines Corp. ......... 1,500 128 Palm, Inc. .................................... 9 0 -------- 247 Computer Software & Services - 1.5% Affiliated Computer Services, Inc. - Cl. A * .. 1,500 91 Cabletron Systems, Inc. * ..................... 800 12 First Data Corp. .............................. 2,500 132 -------- 235 Construction - 0.5% Vulcan Materials Co. .......................... 1,600 77 Consumer Miscellaneous - 0.2% Avery Dennison Corp. .......................... 700 38 Cosmetic & Personal Care - 1.7% Procter & Gamble Co. .......................... 3,500 274 Diversified Operations - 3.9% Eaton Corp. ................................... 2,200 165 El Paso Energy Corp. .......................... 2,400 172 General Electric Co. .......................... 1,600 77 Illinois Tool Works, Inc. ..................... 2,300 137 Minnesota Mining & Manufacturing Co. .......... 500 60 -------- 611 Electric Power - 4.5% Calpine Corp. * ............................... 3,400 153 Duke Energy Co. ............................... 1,200 102 Exelon Corp. .................................. 3,412 240 Montana Power Co. ............................. 3,500 73 Pinnacle West Capital Corp. ................... 2,900 138 -------- 706 Electrical Equipment - 0.5% Emerson Electric Co. .......................... 900 71 Electronic Products & Services - 0.0% Advanced Micro Devices, Inc. * ................ 300 4 Financial Services - 5.7% Citigroup, Inc. ............................... 11,766 601 Lehman Brothers Holdings, Inc. ................ 4,300 291 -------- 892 Food, Beverage & Tobacco - 5.8% PepsiCo, Inc. ................................. 4,200 208 Philip Morris Cos., Inc. ...................... 2,900 128 R.J. Reynolds Tobacco Holdings, Inc. * ........ 5,700 278 Sara Lee Corp. ................................ 12,400 304 -------- 918 Health Care Products - 7.0% Abbott Laboratories ........................... 2,800 136 American Home Products Corp. .................. 1,800 114 Baxter International, Inc. .................... 1,800 159 Gilead Sciences, Inc. * ....................... 800 66 Merck & Co., Inc. ............................. 1,500 140 Mylan Laboratories, Inc. ...................... 2,400 61 Pharmacia Corp. ............................... 4,547 277 Schering-Plough Corp. ......................... 2,500 142 -------- 1,095 Health Care Services - 0.2% McKesson HBOC, Inc. ........................... 1,000 36 Household Appliances / Furnishings - 0.0% Leggett & Platt, Inc. ......................... 300 6 Insurance - 9.4% Ambac Financial Group, Inc. ................... 700 41 American International Group, Inc. ............ 4,050 399 Cigna Corp. ................................... 2,700 357 Marsh & McLennan Cos., Inc. ................... 2,500 293 MBIA, Inc. .................................... 2,600 193 115 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- LARGE/MID CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Insurance - Continued XL Capital, Ltd. - Cl. A ...................... 2,200 $ 192 -------- 1,475 Leisure & Recreation - 0.2% Eastman Kodak Co. ............................. 600 24 Machinery - 1.0% Caterpillar, Inc. ............................. 1,800 85 Thermo Electron Corp. * ....................... 2,500 75 -------- 160 Media - Publishing - 0.9% AT&T Corp. - Liberty Media Group - Cl. A * .... 5,800 79 Gannett Co., Inc. ............................. 1,100 69 -------- 148 Media - TV / Radio - 2.0% Charter Communications, Inc. - Cl. A * ........ 4,700 107 E.W. Scripps Co. - Cl. A ...................... 1,400 88 Time Warner, Inc. ............................. 300 16 USA Networks, Inc. * .......................... 3,000 58 Viacom, Inc. - Cl. B * ........................ 1,100 51 -------- 320 Metals & Mining - 0.8% Alcoa, Inc. ................................... 3,700 124 Natural Gas Distribution - 0.6% Enron Corp. ................................... 1,100 91 Oil - 1.7% Conoco, Inc. - Cl. B .......................... 4,000 116 Suncor Energy, Inc. ........................... 5,900 151 -------- 267 Oil & Natural Gas Exploration & Production - 6.2% Chevron Corp. ................................. 2,000 169 Exxon Mobil Corp. ............................. 5,450 474 Ultramar Diamond Shamrock Corp. ............... 4,700 145 Unocal Corp. .................................. 4,700 182 -------- 970 Oil - Equipment & Service - 0.2% Weatherford International, Inc. * ............. 800 38 Paper & Forest Products - 2.0% Bowater, Inc. ................................. 1,600 90 Kimberly-Clark Corp. .......................... 1,300 92 Smurfit-Stone Container Corp. * ............... 3,700 55 Weyerhaeuser Co. .............................. 1,300 66 -------- 303 Real Estate Investment Trust - 1.1% Archstone Communities Trust ................... 900 23 Equity Office Properties Trust ................ 2,200 72 Kimco Realty Corp. ............................ 1,700 75 -------- 170 Retail - Department Stores - 2.0% Family Dollar Stores, Inc. .................... 7,300 156 Target Corp. .................................. 4,700 152 -------- 308 Retail - Food - 2.0% McDonald's Corp. .............................. 2,700 92 Safeway, Inc. * ............................... 3,600 225 -------- 317 Telecommunication Equipment - 0.5% Sonus Networks, Inc. * ........................ 3,100 78 Telecommunication Services - 5.4% Broadwing, Inc. ............................... 2,300 53 Qwest Communications International, Inc. * .... 4,437 182 Verizon Communications ........................ 10,700 536 WorldCom, Inc. * .............................. 5,200 73 -------- 844 Telephone - 2.2% AT&T Corp. .................................... 3,600 63 SBC Communications, Inc. ...................... 5,995 286 -------- 349 Transportation Services - 1.0% Canadian National Railway Co. ................. 1,100 33 Continental Airlines, Inc. - Cl. B * .......... 600 31 Delta Air Lines, Inc. ......................... 400 20 Southwest Airlines Co. ........................ 2,300 77 -------- 161 U.S. Government Agencies - 2.8% Federal National Mortgage Assoc ............... 5,100 442 -------- TOTAL COMMON STOCK- 95.8% 15,066 Par Value (000's) SHORT-TERM INVESTMENTS - 2.9% Investment in joint trading account (Note B) 6.695% due 01/02/01 ........................... $ 461 461 --------- -------- TOTAL INVESTMENTS- 98.7% 15,527 Cash and Receivables, less payables- 1.3% 201 --------- -------- NET ASSETS- 100.0% 15,728 ========= ======== * Non-income producing security. See notes to financial statements. 116 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MONEY MARKET FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS Bank - 8.4% Bank America NA Charlotte 6.826% due 09/06/01 ........................... $ 5,000 $ 5,002 Bank of New York 7.22% due 05/09/01 ............................ 4,005 4,007 Bankers Trust Corp. 6.627% due 03/16/01 ........................... 1,000 1,000 Credit Suisse First Boston, Inc. 6.727% due 08/09/01 ........................... 5,000 5,000 Fleet National Bank - Sr. Notes 6.727% due 09/07/01 ........................... 3,000 3,001 Fleet National Bank of Rhode Island 6.83% due 01/29/01 ............................ 1,000 1,000 FleetBoston Financial Corp. - Sr. Notes 6.81% due 05/11/01 ............................ 10,000 10,003 Key Bank 6.731% due 03/01/01 ........................... 5,000 4,999 Merrill Lynch & Co., Inc. - Notes 6.776% due 03/05/01 ........................... 3,000 3,001 National City Bank 6.78% due 04/23/01 ............................ 5,000 5,001 -------- 42,014 Brokerage & Investment Management - 2.0% Lehman Brothers Holdings, Inc. - Notes 6.375% due 03/15/01 ........................... 5,000 4,996 Morgan Stanley Dean Witter 5.875% due 02/28/01 ........................... 5,000 4,992 -------- 9,988 Cosmetic & Personal Care - 0.5% Unilever Capital Corp. - 144A (a) 6.707% due 09/07/01 ........................... 2,500 2,500 Financial Services - 3.7% Associates Corp. NA - Sr. Notes 6.598% due 03/16/01 ........................... 2,000 2,000 Goldman Sach Group, Inc. Mountain 6.89% due 11/26/01 ............................ 2,000 2,002 Lehman Brothers Holdings - Notes 6.9% due 03/30/01 ............................. 6,000 6,002 Lehman Brothers Holdings, Inc. - Notes 6.9% due 01/29/01 ............................. 3,000 3,000 Merrill Lynch & Co., Inc. - Notes 7.101% due 01/12/01 ........................... 5,000 5,001 -------- 18,005 Personal & Commercial Lending - 4.7% American Honda Finance Corp. - Notes 6.788% due 01/16/01 ........................... 5,000 5,000 American Honda Finance Corp. Mountain 6.688% due 02/16/01 ........................... 5,000 5,000 General Motors Acceptance Corp. 6.528% due 03/30/01 ........................... 4,125 4,126 Household Finance Corp. 6.908% due 08/01/01 ........................... 4,000 4,002 7.261% due 04/24/01 ........................... 5,000 5,007 -------- 23,135 Telecommunication Services - 1.3% SBC Communications Capital Corp. 6.752% due 05/01/01 ........................... 5,000 5,000 TCI Communications, Inc. - Sr. Notes 7.136% due 03/12/01 ........................... 1,500 1,502 -------- 6,502 -------- TOTAL PUBLICLY-TRADED BONDS- 20.6% 102,144 COMMERCIAL PAPER Bank - 11.1% Abbey National 6.51% due 02/20/01 ............................ 4,198 4,160 Abbey National America 6.52% due 01/24/01 ............................ 8,000 7,967 Credit Suisse 6.51% due 02/26/01 ............................ 3,000 2,970 6.55% due 01/05/01 ............................ 5,000 4,996 CSN Overseas Barclays Bank 6.5% due 02/08/01 ............................. 4,000 3,973 Den Denske Corp. 6.56% due 01/05/01 ............................ 3,000 2,998 Deutsche Bank AG 6.25% due 03/05/01 ............................ 5,000 4,945 Deutsche Bank Fina 6.53% due 01/19/01 ............................ 8,000 7,973 Fleet National Bank 6.56% due 01/16/01 ............................ 1,500 1,496 Royal Bank of Canada 6.52% due 02/13/01 ............................ 8,900 8,830 Svenska Handelsbanken NY 6.75% due 02/14/01 ............................ 5,000 4,999 -------- 55,307 Brokerage & Investment Management - 4.6% Merrill Lynch & Co., Inc. 6.53% due 02/09/01 ............................ 8,000 7,943 Prudential Funding Corp. 6.54% due 01/04/01 ............................ 5,000 4,997 Salomon Smith Barney Holdings, Inc. 6.6% due 01/04/01 ............................. 10,000 9,995 -------- 22,935 Chemical - 0.4% Sinochem American CP, Inc. 6.52% due 02/06/01 ............................ 2,000 1,987 117 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MONEY MARKET FUND Par Market Name of Issuer Value Value (000's) (000's) COMMERCIAL PAPER - Continued Diversified Operations - 1.6% Ciesco L.P. 6.5% due 01/22/01 ............................. $ 3,587 $ 3,573 Diageo Capital plc 6.52% due 01/23/01 ............................ 4,650 4,632 -------- 8,205 Electric Power - 1.4% General Electric Credit Capital of Puerto Rico 6.56% due 01/05/01 ............................ 3,961 3,958 National Rural Utilities Cooperative Finance Corp. 6.55% due 01/12/01 ............................ 3,000 2,994 -------- 6,952 Financial Services - 41.5% Asset Securitization Cooperative Corp. 6.55% due 01/08/01 ............................ 2,354 2,351 6.55% due 01/09/01 ............................ 4,536 4,529 AWB Finance, Ltd. 6.4% due 02/20/01 ............................. 3,000 2,973 CBA Delaware Finance 6.44% due 02/08/01 ............................ 4,360 4,330 Centric Capital Corp. 6.28% due 03/29/01 ............................ 4,000 3,939 6.47% due 02/16/01 ............................ 4,000 3,967 6.55% due 01/25/01 ............................ 3,000 2,987 6.6% due 01/08/01 ............................. 5,850 5,842 6.6% due 01/10/01 ............................. 4,600 4,592 Clipper Receivables Corp. 6.62% due 01/02/01 ............................ 1,511 1,511 6.62% due 01/30/01 ............................ 4,000 3,979 Delaware Funding Corp. 6.43% due 02/26/01 ............................ 3,475 3,440 6.53% due 01/17/01 ............................ 2,000 1,994 6.53% due 01/18/01 ............................ 2,182 2,175 6.53% due 01/23/01 ............................ 4,000 3,984 Eagle Funding Capital Corp. 6.31% due 03/20/01 ............................ 1,391 1,372 6.56% due 02/12/01 ............................ 4,000 3,969 6.57% due 02/12/01 ............................ 3,750 3,721 6.59% due 01/04/01 ............................ 2,306 2,305 6.6% due 01/04/01 ............................. 1,057 1,056 Enterprise Funding Corp. 6.25% due 03/28/01 ............................ 7,142 7,035 6.53% due 02/23/01 ............................ 6,257 6,197 Falcon Asset Securitization Corp. 6.4% due 02/27/01 ............................. 6,000 5,939 6.6% due 01/02/01 ............................. 9,985 9,983 6.6% due 01/03/01 ............................. 2,000 1,999 Fleet Funding Corp. 6.53% due 01/03/01 ............................ 6,000 5,998 International Lease Finance Corp. 6.53% due 01/30/01 ............................ 6,210 6,177 Lexington Parker Capital Corp. 6.42% due 03/02/01 ............................ 7,767 7,685 Lexignton Parker Capital Corp. CP 6.38% due 03/02/01 ............................ 1,000 989 6.55% due 02/20/01 ............................ 2,000 1,982 Monte Rosa Capital Corp. 6.5% due 02/05/01 ............................. 4,844 4,813 6.56% due 02/01/01 ............................ 5,000 4,972 6.57% due 01/16/01 ............................ 2,883 2,875 Monte Rosa Capital Corp. 6.56% due 01/11/01 ............................ 8,000 7,986 Old Line Funding Corp. 6.61% due 01/02/01 ............................ 4,000 3,999 Old Line Funding, Corp. 6.6% due 01/05/01 ............................. 4,897 4,893 Philip Morris Capital Corp. 6.42% due 02/21/01 ............................ 4,000 3,964 Preferred Receivables Corp. 6.55% due 01/23/01 ............................ 2,112 2,104 6.63% due 01/25/01 ............................ 5,000 4,979 Receivables Capital Corp. 6.61% due 01/02/01 ............................ 1,138 1,138 Sheffield Receivables Corp. 6.43% due 02/23/01 ............................ 4,000 3,962 6.47% due 02/06/01 ............................ 6,000 5,961 6.6% due 01/02/01 ............................. 2,382 2,382 6.6% due 01/12/01 ............................. 3,780 3,772 Sigma Finance, Inc. 6.43% due 02/28/01 ............................ 3,750 3,711 6.53% due 01/22/01 ............................ 1,870 1,863 6.53% due 02/23/01 ............................ 1,150 1,139 6.54% due 02/14/01 ............................ 4,221 4,187 6.57% due 01/08/01 ............................ 6,747 6,739 Windmill Funding Corp. 6.42% due 02/07/01 ............................ 3,560 3,537 6.48% due 02/15/01 ............................ 5,000 4,960 6.65% due 01/03/01 ............................ 3,345 3,344 -------- 206,280 Food, Beverage & Tobacco - 1.8% Coca-Cola Co. 6.5% due 01/29/01 ............................. 4,000 3,980 Philip Morris Companies, Inc. 6.7% due 01/12/01 ............................. 5,000 4,990 -------- 8,970 Leisure & Recreation - 2.6% K2 USA LLC 6.3% due 03/28/01 ............................. 1,000 985 6.57% due 01/10/01 ............................ 5,000 4,992 6.57% due 02/01/01 ............................ 3,000 2,983 118 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MONEY MARKET FUND Par Market Name of Issuer Value Value (000's) (000's) COMMERCIAL PAPER - Continued Leisure & Recreation - Continued 6.57% due 02/05/01 ............................ $ 4,000 $ 3,974 -------- 12,934 Machinery - 4.0% Dover Corp. 6.4% due 02/22/01 ............................. 4,000 3,963 6.5% due 02/15/01 ............................. 4,000 3,968 6.55% due 01/26/01 ............................ 4,000 3,982 6.56% due 01/31/01 ............................ 8,000 7,956 -------- 19,869 Media - Publishing - 0.8% Reed Elsevier, Inc. 6.52% due 01/26/01 ............................ 4,000 3,982 Personal & Commercial Lending - 6.7% American General Finance Corp. 6.52% due 01/22/01 ............................ 6,000 5,977 Ford Motor Credit Co. 6.46% due 02/07/01 ............................ 4,000 3,973 6.48% due 02/02/01 ............................ 8,000 7,955 6.53% due 01/17/01 ............................ 6,028 6,011 6.54% due 01/09/01 ............................ 2,000 1,997 General Motors Acceptance Corp. 6.54% due 01/10/01 ............................ 3,000 2,995 Toyota Motor Credit Co. 6.35% due 02/22/01 ............................ 4,000 3,963 -------- 32,871 Telephone - 1.4% AT & T Corp. 6.52% due 01/09/01 ............................ 1,872 1,869 6.53% due 01/18/01 ............................ 5,156 5,140 -------- 7,009 -------- TOTAL COMMERCIAL PAPER- 77.9% 387,301 -------- -------- TOTAL INVESTMENTS- 98.5% 489,445 Cash and Receivables, less payables- 1.5% 7,408 -------- -------- NET ASSETS- 100.0% 496,853 See notes to financial statements. (a) Pursuant to Rule 144A (a) under the Securities Act of 1993, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2000, securities aggregated $2,500 or 0.51% of net assets of the Portfolio. 119 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MID CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 2.3% General Dynamics Corp. ........................ 26,100 $ 2,036 Raytheon Co. - Cl. A .......................... 32,000 928 -------- 2,964 Auto & Truck Parts - 1.4% Lear Corp. * .................................. 74,400 1,846 Bank - 8.2% Astoria Financial Corp. ....................... 14,300 777 Dime Bancorp, Inc. ............................ 76,200 2,253 Golden State Bancorp, Inc. .................... 40,700 1,279 Golden West Financial Corp. ................... 29,500 1,991 M & T Bank Corp. .............................. 31,200 2,122 Mercantile Bankshares Corp. ................... 12,900 557 SouthTrust Corp. .............................. 21,800 887 Valley National Bancorp ....................... 20,900 696 -------- 10,562 Brokerage & Investment Management - 0.5% A.G. Edwards, Inc. ............................ 12,900 612 Business Services - 1.6% Dun & Bradstreet Corp. ........................ 58,200 1,506 H & R Block, Inc. ............................. 13,500 558 -------- 2,064 Chemical - 4.2% Air Products & Chemicals, Inc. ................ 16,500 676 Cabot Corp. ................................... 43,400 1,145 Cytec Industries, Inc. * ...................... 16,800 671 Engelhard Corp. ............................... 60,400 1,231 Lyondell Chemical Co. ......................... 43,300 663 Sigma-Aldrich Corp. ........................... 26,100 1,026 -------- 5,412 Commercial Sevices - 4.4% Choicepoint, Inc. ............................. 44,200 2,898 Iron Mountain, Inc. * ......................... 19,400 720 Moody's Corp. * ............................... 78,100 2,006 -------- 5,624 Computer Equipment - 0.9% Mentor Graphics Corp. * ....................... 42,200 1,158 Computer Software & Services - 4.2% Cadence Design Systems, Inc. * ................ 31,900 877 Citrix Systems, Inc. * ........................ 39,400 887 DST Systems, Inc. * ........................... 18,700 1,253 NCR Corp. * ................................... 25,600 1,258 SunGard Data Systems, Inc. .................... 25,600 1,206 -------- 5,481 Consumer Miscellaneous - 0.6% Harman International Industries, Inc. ......... 21,300 777 Diversified Operations - 3.7% Cooper Industries, Inc. ....................... 25,700 1,181 Crane Co. ..................................... 41,700 1,186 Danaher Corp. ................................. 17,900 1,224 Pall Corp. .................................... 59,100 1,259 -------- 4,850 Electric Power - 7.7% American Electric Power Co. ................... 16,600 772 Dominion Resources, Inc. ...................... 21,300 1,427 DPL, Inc. ..................................... 53,400 1,772 Edison International .......................... 50,800 794 Entergy Corp. ................................. 7,700 326 Exelon Corp. .................................. 39,175 2,750 Teco Energy, Inc. ............................. 24,300 787 UtiliCorp United, Inc. ........................ 43,500 1,348 -------- 9,976 Electronic Products & Services - 2.2% Arrow Electronics, Inc. * ..................... 21,200 607 KLA-Tencor Corp. * ............................ 17,300 583 Sensormatic Electronics Corp. * ............... 38,400 770 Teradyne, Inc. * .............................. 24,300 905 -------- 2,865 Financial Services - 1.4% Federated Investors, Inc. Cl. B ............... 35,400 1,031 GreenPoint Financial Corp. .................... 17,500 716 -------- 1,747 Food, Beverage & Tobacco - 1.5% Hershey Foods Corp. ........................... 15,000 966 Wm. Wrigley Jr. Co. ........................... 9,500 910 -------- 1,876 Health Care Products - 3.9% Beckman Coulter, Inc. ......................... 17,600 738 Bergen Brunswig Corp. - Cl. A ................. 92,200 1,460 Carter Wallace, Inc. .......................... 46,600 1,555 Charles River Laboratories * .................. 29,200 799 Genzyme Corp. (General Division) * ............ 5,500 495 -------- 5,047 Health Care Services - 2.5% Health Management Associates, Inc. - Cl. A * ..................................... 52,900 1,098 Omnicare, Inc. ................................ 63,400 1,371 Wellpoint Health Networks, Inc. * ............. 6,200 714 -------- 3,183 Housing - 0.9% Centex Corp. .................................. 31,300 1,176 Insurance - 8.3% Ace, Ltd. * ................................... 48,700 2,067 Allmerica Financial Corp. ..................... 22,200 1,610 Ambac Financial Group, Inc. ................... 19,650 1,146 Aon Corp. ..................................... 24,300 832 120 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MID CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Insurance - Continued Loews Corp. ....................................... 18,900 $ 1,957 MBIA, Inc. ........................................ 12,900 956 XL Capital, Ltd. - Cl. A .......................... 24,900 2,176 ------- 10,744 Leisure & Recreation - 0.7% Carnival Corp. .................................... 29,800 918 Machinery - 4.0% FMC Corp. * ....................................... 33,900 2,430 SPX Corp. ......................................... 5,500 595 Thermo Electron Corp. * ........................... 72,000 2,142 ------- 5,167 Media - TV / Radio - 3.4% A.H. Belo Corp. ...................................101,800 1,629 Cablevision Systems Corp. - Cl. A * ............... 13,300 1,130 E.W. Scripps Co. - Cl. A .......................... 26,800 1,685 ------- 4,444 Oil & Natural Gas Exploration & Production - 6.8% Apache Corp. ...................................... 25,700 1,801 Burlington Resources, Inc. ........................ 20,700 1,045 Cross Timbers Oil Company ......................... 46,900 1,301 EOG Resources, Inc. ............................... 37,400 2,045 Kinder Morgan, Inc. ............................... 13,000 678 Louis Dreyfus Natural Gas Corp. * ................. 21,600 990 USX-Marathon Group ................................ 34,800 966 ------- 8,826 Oil - Equipment & Service - 1.6% Gulf Canada Resources, Ltd. * .....................161,200 816 Tidewater, Inc. ................................... 12,600 559 Weatherford International, Inc. * ................. 14,400 681 ------- 2,056 Paper & Forest Products - 0.5% Bowater, Inc. ..................................... 10,600 598 Personal & Commercial Lending - 2.4% Countrywide Credit Industries, Inc. ............... 43,000 2,161 USA Education, Inc. ............................... 14,700 999 ------- 3,160 Pollution Control - 2.5% Allied Waste Industries, Inc. * ...................108,600 1,582 Waste Management, Inc. ............................ 61,300 1,701 ------- 3,283 Real Estate Development - 1.4% Lennar Corp. ...................................... 48,300 1,751 Real Estate Investment Trust - 2.5% Boston Properties, Inc. ........................... 27,100 1,179 Equity Office Properties Trust .................... 42,400 1,383 Spieker Properties, Inc. .......................... 14,400 722 ------- 3,284 Real Estate Operations - 1.2% IndyMac Mortgage Holdings, Inc.................... 53,600 1,581 Retail - Department Stores - 2.1% Barnes & Noble, Inc. * ............................ 38,600 1,023 Federated Department Stores, Inc. * ............... 24,200 847 Staples, Inc. * ................................... 68,500 809 ------- 2,679 Retail - Drug Stores - 0.5% TJX Cos., Inc. .................................... 22,600 627 Telecommunication Services - 1.0% Broadwing, Inc. ................................... 54,300 1,239 Telephone - 0.4% Telephone and Data Systems, Inc. .................. 5,200 468 Transportation Services - 3.4% Burlington Northern Santa Fe ...................... 32,800 929 Continental Airlines, Inc. - Cl. B * .............. 24,600 1,270 GATX Corp. ........................................ 45,000 2,244 ------- 4,443 ------- TOTAL COMMON STOCK- 94.8% 122,488 Par Value (000's) SHORT-TERM INVESTMENTS - 5.0% Investment in joint trading account (Note B) 6.695% due 01/02/01 $ 6,504 6,504 ------- ------- TOTAL INVESTMENTS- 99.8% 128,992 Cash and Receivables, less payables- 0.2% 241 ------- ------- NET ASSETS- 100.0% 129,233 ======= ======= * Non-income producing security. See notes to financial statements. 121 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL/MID CAP GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Automobile - 2.0% United Rentals, Inc. * ............................279,500 $ 3,756 Bank - 2.2% Mercantile Bankshares Corp. ....................... 36,700 1,585 Westamerica Bancorporation ........................ 35,600 1,531 Wilmington Trust Trust Corp. ...................... 16,900 1,049 ------- 4,165 Brokerage & Investment Management - 1.3% Investment Technology Group, Inc. ................. 60,000 2,505 Business Services - 1.3% American Management Systems, Inc. * ...............121,700 2,411 Chemical - 0.7% MacDermid, Inc. ................................... 75,000 1,425 Commercial Sevices - 7.5% ACNielson Corp. * ................................. 46,200 1,675 DeVry, Inc. * ..................................... 67,700 2,556 G & K Services, Inc. - Cl. A ......................141,400 3,977 NOVA Corp. - Georgia * ............................145,000 2,891 TMP Worldwide, Inc. * ............................. 58,500 3,217 ------- 14,316 Computer Equipment - 0.4% CDW Computer Centers, Inc. * ...................... 15,000 418 Extreme Networks, Inc. * .......................... 11,200 438 ------- 856 Computer Software & Services - 21.9% Acxiom Corp. * ................................... 123,300 4,801 Affiliated Computer Services, Inc. - Cl. A * ..... 36,000 2,185 Agile Software Corp. * ........................... 10,000 494 Black Box Corp. * ................................ 43,300 2,092 CheckFree Corp. .................................. 14,000 595 DST Systems, Inc. * .............................. 34,700 2,325 E.piphany, Inc. * ................................ 8,000 431 Fiserv, Inc. ..................................... 54,900 2,604 IMS Health, Inc. ................................. 167,800 4,531 Intuit, Inc. * ................................... 53,600 2,114 Macromedia, Inc. * ............................... 43,000 2,612 Mercury Interactive Corp. * ...................... 6,900 623 National Instruments Corp. * ..................... 33,000 1,602 Openwave Systems, Inc. * ......................... 4,000 192 Peoplesoft, Inc. ................................. 20,000 744 Radiant Systems, Inc. * .......................... 22,000 451 Rational Software Corp. * ........................ 110,700 4,310 Research in Motion, Ltd. * ....................... 10,000 800 SunGard Data Systems, Inc. ....................... 37,900 1,786 Systems & Computer Technology Corp. * ............ 183,900 2,264 Trizetto Group, Inc. * ........................... 46,000 768 Verity, Inc. * ................................... 104,600 2,517 Vignette Corp. * ................................. 39,500 711 ------- 41,552 Consumer Miscellaneous - 2.2% Catalina Marketing Corp. * ....................... 110,100 4,287 Container - 2.0% Bemis Co., Inc. ................................... 79,000 2,652 Sealed Air Corp. * ................................ 36,200 1,104 ------- 3,756 Cosmetic & Personal Care - 0.8% AptarGroup, Inc. .................................. 50,000 1,469 Diversified Operations - 1.4% Ionics, Inc. * .................................... 92,400 2,622 Electric Power - 4.5% Calpine Corp. * ................................... 67,000 3,019 Montana Power Co. .................................180,400 3,743 Pinnacle West Capital Corp. ....................... 36,500 1,739 ------- 8,501 Electrical Equipment - 2.1% Littelfuse, Inc. * ............................... 138,400 3,962 Electronic Products & Services - 3.6% Cymer, Inc. * ..................................... 37,900 975 Dallas Semiconductor Corp. ........................ 96,500 2,473 Novellus Systems, Inc. * .......................... 10,900 392 QLogic Corp. * .................................... 8,000 616 TranSwitch Corp. * ................................ 6,000 235 Veeco Instruments Inc. * .......................... 52,000 2,086 ------- 6,777 Food, Beverage & Tobacco - 2.1% Pepsi Bottling Group, Inc. ........................ 98,100 3,918 Health Care Products - 8.4% ALZA Corp. * ...................................... 44,400 1,887 Becton, Dickinson & Co. ........................... 72,100 2,496 Biomet, Inc. ...................................... 73,250 2,907 Cephalon, Inc. * .................................. 19,000 1,203 COR Therapeutics, Inc. * .......................... 15,200 535 CV Therapeutics, Inc. * ........................... 11,500 813 Gene Logic, Inc. * ................................ 37,000 680 Genzyme Corp. (General Division) * ................ 30,500 2,743 Gilead Sciences, Inc. * ........................... 11,500 954 Haemonetics Corp. * ............................... 27,100 837 NPS Pharmaceuticals, Inc. * ....................... 17,500 840 ------- 15,895 Health Care Services - 0.7% Regeneron Pharmaceuticals * ....................... 17,000 599 Trigon Healthcare, Inc. * ......................... 10,100 786 ------- 1,385 Household Appliances / Furnishings - 2.6% Herman Miller, Inc. ...............................171,400 4,928 Insurance - 2.3% Reinsurance Group of America ......................121,900 4,327 122 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL/MID CAP GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Leisure & Recreation - 2.0% Speedway Motorsports, Inc. * ...................... 162,000 $ 3,888 Oil - 1.9% Petro-Canada ...................................... 145,900 3,711 Oil & Natural Gas Exploration & Production - 4.5% Atwood Oceanics, Inc. * ........................... 30,400 1,332 Helmerich & Payne, Inc. ........................... 97,700 4,286 Murphy Oil Corp. .................................. 47,200 2,853 -------- 8,471 Oil - Equipment & Service - 1.8% Hanover Compressor Co. * .......................... 78,300 3,489 Retail - Department Stores - 5.4% Bed Bath & Beyond, Inc. * ......................... 116,500 2,607 Family Dollar Stores, Inc. ........................ 214,000 4,587 Staples, Inc. * ................................... 261,400 3,088 -------- 10,282 Retail - Food - 0.8% Whole Foods Market, Inc. * ........................ 24,800 1,516 Telecommunication Equipment - 5.8% CommScope, Inc. * ................................. 137,700 2,281 DMC Stratex Networks, Inc. - Notes * .............. 136,100 2,041 Symbol Technologies, Inc. ......................... 113,600 4,089 Tekelec, Inc. ..................................... 69,900 2,097 TriQuint Semiconductor, Inc. * .................... 9,400 411 Westell Technologies, Inc. Cl. A * ................ 49,200 151 -------- 11,070 Telecommunication Services - 1.3% Allegiance Telecom, Inc. * ........................ 40,500 902 Broadwing, Inc. ................................... 25,500 582 McLeodUSA, Inc. - Cl. A * ......................... 72,100 1,018 -------- 2,502 Transportation Services - 1.3% EGL, Inc. * ...................................... 101,000 2,418 -------- TOTAL COMMON STOCK- 94.8% 180,160 Par Value (000's) SHORT-TERM INVESTMENTS - 5.5% Investment in joint trading account (Note B) 6.695% due 01/02/01 ............................. $ 10,456 10,456 -------- -------- TOTAL INVESTMENTS- 100.3% 190,616 Payables, less cash and receivables- (0.3)% (606) -------- -------- NET ASSETS- 100.0% 190,010 ======== ======== * Non-income producing security. See notes to financial statements. 123 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- BOND INDEX FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS Aerospace & Defense - 1.3% Lockheed Martin Corp. 7.25% due 05/15/06 .................................$ 300 $ 311 Northrop-Grumman Corp. - Debs. 7.75% due 03/01/16 ................................... 75 76 Raytheon Co. - Notes 6.75% due 08/15/07 ................................... 200 199 United Technologies Corp. - Debs. 8.875% due 11/15/19 .................................. 50 58 United Technology Corp. 6.625% due 11/15/04 .................................. 200 204 ------ 848 Auto & Truck Parts - 0.7% Dana Corp. - Notes 7.0% due 03/15/28 .................................... 75 39 TRW, Inc. 7.125% due 06/01/09 .................................. 150 136 Visteon Corp. 7.95% due 08/01/05 ................................... 250 251 ------ 426 Automobile - 1.0% DaimlerChrysler NA Holding Co. 6.9% due 09/01/04 .................................... 450 446 Delphi Automotive Systems Corp. - Debs. 7.125% due 05/01/29 .................................. 50 42 Hertz Corp. - Sr. Notes 8.25% due 06/01/05 ................................... 125 131 ------ 619 Bank - 4.4% Abbey National plc - Debs. 7.95% due 10/26/29 ................................... 100 106 African Development Bank - Sub. Notes 6.875% due 10/15/15 .................................. 35 36 Asian Development Bank - Bonds 5.5% due 04/23/04 .................................... 270 267 Bank of America Corp. - Sub. Notes 7.8% due 02/15/10 .................................... 250 260 Bank One Corp. - Sr. Notes 5.625% due 02/17/04 .................................. 150 146 BankAmerica Corp. - Sub. Notes 6.5% due 03/15/06 .................................... 150 149 Chase Manhattan Corp. - Sub. Notes 7.125% due 02/01/07 .................................. 225 229 First Union Corp. - Sub. Notes 8.125% due 06/24/02 .................................. 230 235 Fleet Boston Corp. - Sub. Notes 7.375% due 12/01/09 .................................. 100 103 Fleet Financial Group - Sub. Debs. 6.7% due 07/15/28 .................................... 75 66 Golden West Financial Corp. - Sub. Notes 6.7% due 07/01/02 ................................... 150 150 HSBC Holdings plc 7.5% due 07/15/09 ................................... 150 156 InterAmerican Development Bank - Debs. 8.5% due 03/15/11 ................................... 200 236 Korea Development Bank - Bonds 7.375% due 09/17/04 ................................. 120 120 National City Bank of Pennsylvania - Sub. Notes 7.25% due 10/21/11 .................................. 50 50 Royal Bank of Scotland plc - Sub. Notes 6.4% due 04/01/09 ................................... 150 145 Wachovia Corp. - Sub. Notes 5.625% due 12/15/08 ................................. 75 68 Wells Fargo & Co. - Sub. Notes 6.875% due 04/01/06 ................................. 150 153 Wells Fargo Co. - notes 6.625% due 07/15/04 ................................. 175 177 ------ 2,852 Brokerage & Investment Management - 1.0% Bear Stearns Co., Inc. 7.625% due 02/01/05 ................................. 250 256 Lehman Brothers Holdings, Inc. - Notes 8.5% due 05/01/07 ................................... 100 106 Merrill Lynch & Co., Inc. - Notes 8.0% due 06/01/07 ................................... 200 212 Morgan Stanley, Discover & Co. 6.875% due 03/01/07 ................................. 100 101 ------ 675 Business Services - 0.2% Electronic Data Systems Corp. 7.125% due 10/15/09 ................................. 100 104 Chemical - 0.9% Eastman Chemical - Debs. 7.6% due 02/01/27 ................................... 150 136 ICI Wilmington, Inc. - Debs. 8.75% due 05/01/01 .................................. 300 301 Morton International, Inc. - Debs. 9.25% due 06/01/20 .................................. 40 46 Rohm & Haas Co. - Notes 7.4% due 07/15/09 ................................... 80 82 ------ 565 Computer Equipment - 0.5% Hewlett - Packard Co. - Notes 7.15% due 06/15/05 .................................. 200 207 International Business Machines Corp. - Debs. 7.0% due 10/30/25 ................................... 100 98 ------ 305 124 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- BOND INDEX FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Consumer Miscellaneous - 0.3% Fortune Brands, Inc. - Debs. 7.875% due 01/15/23 ................................$ 100 $ 99 United Utilities plc - Notes 6.875% due 08/15/28 .................................. 100 84 ------ 183 Cosmetic & Personal Care - 0.0% Procter & Gamble Co. - Debs. 6.45% due 01/15/26 ................................... 100 96 Diversified Operations - 0.6% Diageo Capital plc 6.125% due 08/15/05 .................................. 200 199 Honeywell International, Inc. - Notes 7.5% due 03/01/10 .................................... 75 81 John Deere Capital Corp. - Notes 6.0% due 02/15/09 .................................... 60 56 Tyco International Group SA 6.375% due 06/15/05 .................................. 80 80 ------ 416 Electric Power - 1.4% CalEnergy Co., Inc. - Bonds 8.48% due 09/15/28 ................................... 60 65 Duke Energy Co. - 1st Ref. Mtg. 6.75% due 08/01/25 ................................... 100 89 Enersis SA - Notes 6.9% due 12/01/06 .................................... 30 28 Florida Power & Light Co. 7.75% due 02/01/23 ................................... 50 49 Niagara Mohawk Power Corp. 7.75% due 10/01/08 ................................... 200 209 Ontario Hydro - Local Govt. Gtd. 6.1% due 01/30/08 .................................... 100 100 Philadelphia Electric Co. - 1st Ref. Mtg. 7.125% due 09/01/02 .................................. 100 101 Tennessee Valley Authority 6.75% due 11/01/25 ................................... 100 105 Virginia Electric Power Co. - 1st Mtge. 7.625% due 07/01/07 .................................. 150 156 ------ 902 Financial Services - 3.1% Ameritech Capital Funding Corp. 6.875% due 10/15/27 .................................. 60 56 Associates Corp. of North America 5.5% due 02/15/04 .................................... 175 171 Citicorp Capital II 8.015% due 02/15/27 .................................. 100 96 Ford Capital B.V. - Debs. 9.5% due 06/01/10 .................................... 150 169 Financial Services - Continued GATX Capital Corp. - Notes 6.875% due 12/15/06 .................................. 100 94 General Electric Capital Corp. - Debs. 8.75% due 05/21/07 ................................... 250 282 Goldman Sachs Group, Inc. - Notes 7.35% due 10/01/09 ................................... 100 102 Hartford Financial Services Group - Sr. Notes 7.75% due 06/15/05 ................................... 150 158 KFW International Finance - Debs. 9.125% due 05/15/01 .................................. 300 303 Morgan Stanley, Dean Witter, Discover & Co. - Notes 6.875% due 03/01/03 .................................. 200 202 Newcourt Credit Group, Inc. Ser. B 6.875% due 02/16/05 .................................. 100 99 Qwest Capital Funding - 144A (a) 7.9% due 08/15/10 .................................... 90 92 Sumitomo Bank International Finance NV - Notes 8.5% due 06/15/09 .................................... 100 107 Washington Mutual Capital I 8.375% due 06/01/27 .................................. 60 56 ------ 1,987 Food, Beverage & Tobacco - 1.3% Archer Daniels Midland Co. - Notes 6.25% due 05/15/03 ................................... 275 275 Coca-Cola Enterprises, Inc. - Debs. 8.5% due 02/01/22 .................................... 100 115 Conagra, Inc. - Debs. 9.75% due 03/01/21 ................................... 75 91 Pepsi Bottling Group, Inc. - Sr. Notes Ser. B 7.0% due 03/01/29 .................................... 100 99 Philip Morris Cos., Inc. - Debs. 8.25% due 10/15/03 ................................... 100 103 SUPERVALU, Inc. - Notes 7.625% due 09/15/04 .................................. 150 153 ------ 836 Foreign Governmental - 2.5% Government of New Zealand - Debs. 8.75% due 12/15/06 ................................... 120 135 Hydro-Quebec 8.4% due 01/15/22 .................................... 100 115 Kingdom of Sweden - Debs. 12.0% due 02/01/10 ................................... 75 103 Malaysia - Bonds 8.75% due 06/01/09 ................................... 50 54 Province of Manitoba - Debs. 6.875% due 09/15/02 .................................. 200 203 Province of Newfoundland - Debs. 9.0% due 10/15/21 .................................... 60 71 125 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- BOND INDEX FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Foreign Governmental - Continued Province of Ontario 8.0% due 10/17/01 ................................. $ 200 $ 203 Province of Quebec - Debs. 7.5% due 07/15/23 ................................. 100 106 Republic of Greece - Notes 6.95% due 03/04/08 ................................ 150 156 Republic of Korea 8.75% due 04/15/03 ................................ 85 88 8.875% due 04/15/08 ............................... 100 108 Spain Kingdom 7.0% due 07/19/05 ................................. 250 261 -------- 1,603 Health Care Products - 0.1% Eli Lilly & Co. - Notes 7.125% due 06/01/25 ............................... 80 82 Insurance - 0.7% Aetna Inc. 7.625% due 08/15/26 ............................... 100 98 ALL STATE Corp. 7.2% due 12/01/09 ................................. 150 154 Hartford Life, Inc. Debs. 7.65% due 06/15/27 ................................ 50 51 Torchmark, Inc. - Debs. 8.25% due 08/15/09 ................................ 100 106 Travelers Property Casualty Corp. - Sr. Notes 7.75% due 04/15/26 ................................ 50 51 -------- 460 Machinery - 0.4% Caterpillar, Inc. - Debs. 8.0% due 02/15/23 ................................. 50 53 Reliance Electric Co. - Notes 6.8% due 04/15/03 ................................. 200 205 -------- 258 Media - TV / Radio - 0.8% News America Holdings, Inc. - Debs. 7.7% due 10/30/25 ................................. 100 91 TCI Communciations, Inc. - Sr. Notes 7.125% due 02/15/28 ............................... 70 62 The Walt Disney Co. - Sr. Notes 6.75% due 03/30/06 ................................ 200 206 Time Warner Entertainment, Inc. - Sr. Notes 8.375% due 07/15/33 ............................... 100 109 Viacom, Inc. 7.875% due 07/30/30 ............................... 50 51 -------- 519 Metals & Mining - 0.3% Noranda, Inc. - Debs. 7.0% due 07/15/05 ................................. 200 195 Natural Gas Distribution - 0.4% Enron Corp. - Notes 6.75% due 09/15/04 ................................ 100 101 Pacific Gas & Electric Co. 6.75% due 10/01/23 ................................ 50 34 Tennessee Gas Pipeline - Bonds 7.5% due 04/01/17 ................................. 100 100 -------- 235 Oil - 0.5% Atlantic Richfield Co. (ARCO) - Notes 5.55% due 04/15/03 ................................ 75 75 Conoco, Inc. - Sr. Notes 6.95% due 04/15/29 ................................ 90 88 Occidental Petroleum Corp. - Debs. 7.2% due 04/01/28 ................................. 40 38 Tosco Corp. - Notes 7.625% due 05/15/06 ............................... 115 120 -------- 321 Oil & Natural Gas Exploration & Production - 0.6% Burlington Resources, Inc - Debs. 9.125% due 10/01/21 ............................... 90 106 Norsk Hydro A/S 7.25% due 09/23/27 ................................ 75 72 Phillips Petroleum Co. - Debs. 6.65% due 07/15/18 ................................ 50 47 Trans-Canada Pipelines 7.7% due 06/15/29 ................................. 100 100 Union Oil Co. of California 7.5% due 02/15/29 ................................. 60 60 -------- 385 Oil - Equipment & Service - 0.4% Coastal Corp. - Debs. 6.5% due 06/01/08 ................................. 100 97 Petroleum-Geo Services ASA - Sr. Notes 6.625% due 03/30/08 ............................... 175 163 -------- 260 Paper & Forest Products - 0.3% Bowater, Inc. - Debs. 9.0% due 08/01/09 ................................. 100 106 Champion International Corp. - Debs. 7.35% due 11/01/25 ................................ 50 47 Westvaco Corp. - Notes 7.1% due 11/15/09 ................................. 35 34 -------- 187 Personal & Commercial Lending - 3.9% Aristar, Inc. - Sr. Notes 6.5% due 11/15/03 ................................. 200 199 126 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- BOND INDEX FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Personal & Commercial Lending - Continued CitiFinacial Credit Co. - Notes 5.9% due 09/01/03 ................................. $ 150 $ 149 Ford Motor Co. - Bonds 6.625% due 02/15/28 ............................... 50 42 Ford Motor Credit Co. 6.125% due 01/09/06 ............................... 300 289 Ford Motor Credit Co. - Sr. Notes 5.75% due 02/23/04 ................................ 800 774 General Motors Acceptance Corp. 5.85% due 01/14/09 ................................ 250 229 General Motors Acceptance Corp. - Notes 9.625% due 12/15/01 ............................... 350 361 Household Finance Corp. - Notes 6.5% due 11/15/08 ................................. 280 269 Toyota Motor Credit Corp. - Notes 5.5% due 12/15/08 ................................. 60 56 U.S. West Capital Funding , Inc. 6.5% due 11/15/18 ................................. 150 130 -------- 2,498 Real Estate Investment Trust - 0.0% Spieker Properties, Inc. - Debs. 7.5% due 10/01/27 ................................. 40 36 Retail - Department Stores - 0.5% Dayton Hudson Corp. - Debs. 6.75% due 01/01/28 ................................ 25 23 Gap, Inc. - Notes 6.9% due 09/15/07 ................................. 100 96 Wal Mart Stores, Inc. 6.875% due 08/10/09 ............................... 100 104 Wal-Mart Stores, Inc. - Debs. 6.75% due 10/15/23 ................................ 100 101 -------- 324 Retail - Food - 0.4% Albertson's, Inc. - Notes 6.625% due 06/01/28 ............................... 50 41 McDonald's Corp. - Sub. Debs. 7.31% due 09/15/27 ................................ 60 58 Safeway, Inc. 7.25% due 09/15/04 ................................ 150 154 -------- 253 Telecommunication Equipment - 0.3% GTE Corp. - Debs. 6.94% due 04/15/28 ................................ 100 93 Lucent Technologies, Inc. - Debs. 6.5% due 01/15/28 ................................. 50 34 Lucent Technologies, Inc. - Notes 7.25% due 07/15/06 ................................ 100 93 -------- 220 Telecommunication Services - 0.9% AT&T Canada, Inc. - Sr. Notes 7.65% due 09/15/06 ................................ 150 147 Bell Canada 7.75% due 04/01/06 ................................ 125 130 BellSouth Telecommunications, Inc. - Debs. 7.0% due 10/01/25 ................................. 100 95 Deutsche Telekom International Finance 8.25% due 06/15/30 ................................ 100 99 Vodafone Group plc 7.75% due 02/15/10 ................................ 100 104 -------- 575 Telephone - 1.6% ALLTEL Corp. - Sr. Notes 7.6% due 04/01/09 ................................. 100 101 AT&T Corp. - Notes 6.0% due 03/15/09 ................................. 200 178 6.5% due 03/15/29 ................................. 60 48 Comcast Cable Communications - Notes 8.875% due 05/01/17 ............................... 75 83 MCI Worldcom, Inc. - Sr. Notes 6.4% due 08/15/05 ................................. 200 192 New York Telephone Co. - Debs. 7.25% due 02/15/24 ................................ 100 93 SBC Communications Capital Corp. - Debs. 5.875% due 06/01/03 ............................... 100 99 South Carolina Electric & Gas - 1st Mtge. 7.5% due 06/15/23 ................................. 100 97 Sprint Capital Corp. 6.875% due 11/15/28 ............................... 150 120 -------- 1,011 Transportation Services - 1.0% American Airlines, Inc. - Pass Through Certificates 7.024% due 04/15/11 ................................ 60 61 Burlington Northern Railroad Company 6.125% due 03/15/09 ................................ 150 144 CSX Corp. - Debs. 7.45% due 05/01/07 ................................. 125 128 Delta Air Lines, Inc. - Debs. 10.375% due 12/15/22 ............................... 100 107 Norfolk Southern Corp. - Notes 7.35% due 05/15/07 ................................. 125 128 Union Pacific Corp. - Debs. 6.625% due 02/01/29 ................................ 85 77 -------- 645 U.S. Government Agencies - 23.2% Federal Home Loan Bank - Bonds 5.58% due 08/17/01 ................................. 300 299 6.75% due 02/15/02 ................................. 1,600 1,627 7.1% due 04/10/07 .................................. 500 532 127 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- BOND INDEX FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued U.S. Government Agencies - Continued Federal Home Loan Bank Disc. Corp. - Sr. Notes 5.8% due 09/02/08 ................................ $ 225 $ 223 Federal Home Loan Mortgage Corp. 5.125% due 10/15/08 .............................. 400 379 6.625% due 09/15/09 .............................. 1,000 1,042 7.0% due 07/15/05 ................................ 500 525 Federal Home Loan Mortgage Corp. - Notes 5.75% due 04/15/08 ............................... 750 742 5.75% due 07/15/03 ............................... 800 802 6.3% due 06/01/04 ................................ 300 299 6.875% due 01/15/05 .............................. 150 156 Federal National Mortgage Assoc. 5.125% due 02/13/04 .............................. 230 227 6.375% due 06/15/09 .............................. 600 615 Federal National Mortgage Assoc. - Bonds 6.25% due 05/15/29 ............................... 465 467 Federal National Mortgage Assoc. - Notes 4.75% due 11/14/03 ............................... 175 171 5.375% due 03/15/02 .............................. 450 448 5.625% due 05/14/04 .............................. 1,100 1,098 5.875% due 04/23/04 .............................. 300 296 6.0% due 05/15/08 ................................ 340 341 6.19% due 02/19/09 ............................... 120 117 6.5% due 04/29/09 ................................ 200 199 7.125% due 03/15/07 .............................. 525 560 7.125% due 01/15/30 .............................. 359 402 Financing Corp. - Bonds 8.6% due 09/26/19 ................................ 150 188 U.S. Treasury - Bonds 9.0% due 11/15/18 ................................ 1,000 1,387 9.125% due 05/15/09 .............................. 750 834 U.S. Treasury - Notes 5.75% due 10/31/02 ............................... 1,000 1,009 -------- 14,985 U.S. Governmental - 41.0% U.S. Treasury - Notes 6.625% due 04/30/02 .............................. 750 761 U.S. Treasury - Bonds 5.5% due 08/15/28 ................................ 2,175 2,157 6.5% due 11/15/26 ................................ 185 208 6.75% due 08/15/26 ............................... 775 897 8.125% due 08/15/21 .............................. 1,100 1,438 8.75% due 05/15/17 ............................... 1,265 1,699 8.75% due 08/15/20 ............................... 2,000 2,747 9.25% due 02/15/16 ............................... 550 760 10.75% due 08/15/05............................... 600 736 11.125% due 08/15/03.............................. 2,000 2,285 11.25% due 02/15/15............................... 260 406 11.75% due 02/15/10............................... 250 308 11.75% due 11/15/14............................... 465 674 U.S. Treasury - Notes 5.625% due 05/15/08............................... 1,200 1,231 5.75% due 04/30/03................................ 2,000 2,027 5.875% due 11/15/05............................... 1,400 1,448 6.375% due 08/15/02............................... 960 976 6.5% due 05/31/02................................. 1,600 1,624 6.75% due 05/15/05................................ 300 320 7.5% due 11/15/01................................. 1,000 1,016 7.5% due 05/15/02................................. 450 462 7.875% due 11/15/04............................... 2,000 2,190 United Mexican States - Notes 9.875% due 02/01/10............................... 220 237 -------- 26,607 -------- TOTAL PUBLICLY-TRADED BONDS- 96.5% 62,473 SHORT-TERM INVESTMENTS - 1.8% Investment in joint trading account (Note B) 6.695% due 01/02/01............................... 1,166 1,167 ------- -------- TOTAL INVESTMENTS- 98.3% 63,640 Cash and Receivables, less payables- 1.7% 1,128 ------- -------- NET ASSETS- 100.0% 64,768 See notes to financial statements. (a) Pursuant to Rule 144A (a) under the Securities Act of 1993, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2000, securities aggregated $92 or 0.14% of net assets of the Portfolio. 128 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- LARGE CAP AGGRESSIVE GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 4.6% Honeywell International, Inc. .................... 25,800 $ 1,221 Brokerage & Investment Management - 2.6% Goldman Sachs Group, Inc. ........................ 100 11 Merrill Lynch & Co., Inc. ........................ 4,200 287 Morgan Stanley, Dean Witter, Discover & Co. ...... 4,900 388 ------- 686 Business Services - 0.4% i2 Technologies, Inc. * .......................... 2,000 109 Computer Equipment - 3.2% Intel Corp. ...................................... 11,100 334 Juniper Networks, Inc. * ......................... 1,400 176 VERITAS Software Corp. * ......................... 3,600 315 ------- 825 Computer Software & Services - 9.0% BEA Systems, Inc. ................................ 2,100 141 EMC Corp. * ...................................... 18,300 1,217 Microsoft Corp. .................................. 4,900 213 Oracle Corp. * ................................... 17,900 520 Sun Microsystems, Inc. * ......................... 9,800 273 ------- 2,364 Cosmetic & Personal Care - 1.6% Colgate-Palmolive Co. ............................ 6,200 400 Diversified Operations - 6.9% Corning, Inc. .................................... 3,300 174 General Electric Co. ............................. 3,800 182 Tyco International, Ltd. ......................... 25,900 1,438 ------- 1,794 Electronic Products & Services - 10.4% Applied Materials, Inc. * ........................ 9,700 371 Applied Micro Circuits Corp. * ................... 2,394 180 Cisco Systems, Inc. * ............................ 38,700 1,480 Micron Technology, Inc. * ........................ 5,800 206 PMC-Sierra, Inc. * ............................... 2,000 157 SDL, Inc. * ...................................... 900 133 Solectron Corp. * ................................ 5,600 190 ------- 2,717 Financial Services - 9.3% Citigroup, Inc. .................................. 31,308 1,599 Household International, Inc. .................... 7,200 396 Jersey Puerto Morgan Chase & Co. ................. 9,600 436 ------- 2,431 Health Care Products - 13.7% Human Genome Sciences, Inc. * .................... 4,800 333 Medtronic, Inc. .................................. 5,900 356 Pfizer, Inc. ..................................... 33,200 1,527 Pharmacia Corp. .................................. 6,900 421 Schering-Plough Corp. ............................ 16,500 936 ------- 3,573 Insurance - 0.9% American International Group, Inc. ............... 2,600 256 Media - Publishing - 2.8% AT&T Corp. - Liberty Media Group - Cl. A * ....... 54,100 734 Media - TV / Radio - 7.1% Time Warner, Inc. ................................ 25,900 1,353 Viacom, Inc. - Cl. B * ........................... 11,299 528 ------- 1,881 Personal & Commercial Lending - 4.1% MBNA Corp. ....................................... 29,300 1,082 Retail - Department Stores - 5.2% Home Depot, Inc. ................................. 17,200 786 Kohl's Corp. ..................................... 9,500 579 ------- 1,365 Retail - Drug Stores - 1.2% Walgreen Co. ..................................... 7,600 318 Telecommunication Equipment - 7.8% Nokia Oyj - ADR .................................. 33,200 1,444 Nortel Networks Corp. ............................ 17,100 548 TyCom, Ltd. ...................................... 2,700 61 ------- 2,053 Telecommunication Services - 3.0% Vodafone Group plc .............................. 22,500 806 Telephone - 1.4% AT&T Wireless Group * ........................... 22,600 391 U.S. Government Agencies - 2.3% Federal Home Loan Mortgage Corp. ................ 8,700 599 ------- TOTAL COMMON STOCK- 97.5% 25,605 Par Value (000's) COMMERCIAL PAPER - 4.3% Prudential Funding Corp. .......................... 6.54% due 01/04/01 ............................. $1,122 1,122 ------- ------- TOTAL INVESTMENTS- 101.8% 26,727 Payables, less cash and receivables- (1.8)% (483) ------- ------- NET ASSETS- 100.0% 26,244 ======= ======= * Non-income producing security. ADR-American Depository Receipt See notes to financial statements. 129 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 0.5% GenCorp, Inc. ..................................... 2,600 $ 25 HEICO Corp. ....................................... 1,200 19 Kaman Corp. - Cl. A ............................... 1,600 27 Teledyne Technologies, Inc. * ..................... 1,000 24 The Titan Corp. * ................................. 1,000 16 ------ 111 Agricultural Operations - 0.1% Agribrands International, Inc. * .................. 600 32 Auto & Truck Parts - 1.5% Autoliv, Inc. ..................................... 1,400 22 AutoZone, Inc. * .................................. 1,300 37 B.F. Goodrich Co. ................................. 1,300 47 Bandag, Inc. ...................................... 800 33 Cummins Engine Company, Inc. ...................... 1,300 49 Lear Corp. * ...................................... 1,600 40 Navistar International Corp., Inc. - Cl. B ........ 1,800 47 Superior Industries International, Inc. ........... 1,000 32 Visteon Corp. * ................................... 1,500 17 ------ 324 Automobile - 0.2% Oshkosh Truck Corp. ............................... 900 40 Bank - 6.0% BancorpSouth, Inc. ................................ 675 8 Bancwest Corp. .................................... 4,500 118 Banknorth Group, Inc. ............................. 1,725 34 Capitol Federal Financial ......................... 2,000 34 Cathay Bancorp, Inc. .............................. 1,000 59 City National Corp. ............................... 1,900 74 Commerce Bancshares, Inc. ......................... 1,680 72 CORUS Bankshares, Inc. ............................ 1,500 74 Cullen/Frost Bankers, Inc. ........................ 2,800 117 Dime Bancorp, Inc. ................................ 2,200 65 Downey Financial Corp. ............................ 1,800 99 F & M National Corp. .............................. 1,000 26 First Citizens BancShares, Inc. - Cl. A ........... 300 24 First Sentinel Bancorp, Inc. ...................... 1,400 16 First Virginia Banks, Inc. ........................ 1,300 62 GBC Bancorp. ...................................... 800 31 Hancock Holding Co. ............................... 1,300 50 Hibernia Corp. - Cl. A ............................ 1,800 23 Imperial Bancorp * ................................ 2,700 71 Mercantile Bankshares Corp. ....................... 2,400 104 Net.B@nk, Inc. * .................................. 500 3 North Fork Bancorporation, Inc. ................... 1,100 27 OceanFirst Financial Corp. ........................ 1,300 32 Omega Financial Corp. ............................. 600 16 Silicon Valley Bancshares * ....................... 1,400 48 United Community Financial Corp. .................. 1,900 13 ------ 1,300 Brokerage & Investment Management - 1.6% A.G. Edwards, Inc. ................................ 1,800 85 Affiliated Managers Group, Inc. * ................. 1,200 66 Jefferies Group, Inc. ............................. 1,800 56 John Nuveen Co. - Cl. A ........................... 1,300 75 Raymond James Financial, Inc. ..................... 1,500 52 Southwest Securities Group, Inc. .................. 760 20 ------ 354 Business Services - 1.2% Comdisco, Inc. .................................... 2,200 25 DiamondCluster, Inc. * ............................ 900 28 Express Scripts, Inc. - Cl. A * ................... 500 51 Forrester Research, Inc. * ........................ 500 25 Harris Corp. ...................................... 1,100 34 Heidrick & Struggles International, Inc. ......... 900 38 Manpower, Inc. .................................... 1,300 49 ------ 250 Chemical - 2.2% Albemarle Corp. ................................... 2,200 54 Arch Chemicals, Inc. .............................. 1,300 23 Ashland, Inc. ..................................... 2,800 100 Cabot Corp. ....................................... 1,600 42 ChemFirst, Inc. ................................... 1,200 26 Crompton Corp. .................................... 1,300 14 Cytec Industries, Inc. * .......................... 1,100 44 Eastman Chemical Co. .............................. 1,600 78 IMC Global, Inc. .................................. 1,200 19 Lubrizol Corp. .................................... 1,500 39 Millennium Chemicals, Inc. ........................ 1,300 24 W.R. Grace & Co. .................................. 2,900 9 ------ 472 Commercial Services - 3.4% ACNielson Corp. * ................................. 1,100 40 ADVO, Inc. ........................................ 1,300 58 Brady Corp. - Cl. A ............................... 900 30 CSG Systems International, Inc. * ................. 600 28 Data Broadcasting Corp. * ......................... 900 3 F.Y.I., Inc. * .................................... 800 30 Fair Issac & Co., Inc. ............................ 900 46 Identix, Inc. * ................................... 400 3 Informix Corp. * .................................. 3,150 9 Lamar Advertising Co. * ........................... 800 31 Macrovision Corp. * ............................... 400 30 MarchFirst, Inc. * ................................ 2,732 4 Paxar Corp. * ..................................... 1,500 15 Plexus Corp. * .................................... 600 18 Power One, Inc. * ................................. 500 20 Quanta Services, Inc. * ........................... 1,350 44 R.R. Donnelley & Sons Co. ......................... 1,700 46 RENT A CAR * ...................................... 2,000 69 Standard Register Co. ............................. 1,500 21 Steelcase, Inc. - Cl. A ........................... 3,700 51 130 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Commercial Sevices - Continued Sybase, Inc. * ........................ 2,100 $ 42 Sylvan Learning Systems, Inc. * ....... 1,300 19 TeleTech Holdings, Inc. * ............. 1,700 31 True North Communications ............. 1,000 43 Wackenhut Corp. - Cl. A ............... 600 8 -------- 739 Computer Equipment - 1.3% Cerner Corp. * ........................ 800 37 Diebold, Inc. ......................... 1,400 47 Extreme Networks, Inc. * .............. 600 23 InFocus Corp. * ....................... 800 12 Intergraph Corp. ...................... 600 4 Mentor Graphics Corp. * ............... 1,700 47 Predictive Systems, Inc. * ............ 1,900 13 Quantum Corp. - DLT & Storage * ....... 1,400 19 SanDisk Corp. * ....................... 900 25 Silicon Storage Technology, Inc. * .... 1,100 13 Tech Data Corp. * ..................... 1,600 43 -------- 283 Computer Software & Services - 7.1% About.com, Inc. * ..................... 100 3 Actuate Software Corp ................. 700 13 Acxiom Corp. * ........................ 1,400 55 Advent Software, Inc. * ............... 400 16 Affiliated Computer Services, Inc. - Cl. A ................................ *800 49 Agile Software Corp. * ................ 300 15 Art Technology Group, Inc. * .......... 600 18 Aspen Technologies, Inc. * ............ 400 13 Autodesk, Inc ......................... 700 19 Avant! Corp. * ........................ 1,600 29 Avocent Corporation * ................. 700 19 Barra, Inc. * ......................... 1,050 49 Black Box Corp. * ..................... 400 19 Broadbase Software, Inc. * ............ 600 4 CacheFlow, Inc. * ..................... 200 3 Cadence Design Systems, Inc. * ........ 2,600 71 Ceridian Corp. * ...................... 1,300 26 CheckFree Corp ........................ 600 26 Clarent Corp. * ....................... 400 5 CNET Networks, Inc .................... 1,100 18 Cognizant Technology Solutions Corp ... 500 18 Critical Path, Inc. * ................. 600 18 Digex, Inc. * ......................... 400 9 Digital Insight Corp. * ............... 400 7 Digital Island, Inc. * ................ 800 3 Documentum, Inc. * .................... 500 25 E.piphany, Inc. * ..................... 800 43 EarthLink, Inc. * ..................... 761 4 Echelon Corp. * ....................... 300 5 F5 Networks, Inc. * ................... 100 1 FileNet Corp. * ....................... 1,000 27 Frontline Capital Group ............... 100 1 go.com * .............................. 530 2 GTECH Holdings Corporation ............ 1,800 37 IGATE Capital Corp. ................... 900 3 Informatica Corporation * ............. 600 24 Interliant, Inc ....................... 300 1 Internap Network Services Corp. * ..... 1,000 7 Internet Security System, Inc ......... 300 24 Internet.com Corp. * .................. 200 1 Intertrust Technologies Corp. * ....... 800 3 Interwoven, Inc. * .................... 400 26 Intranet Solutions, Inc. * ............ 200 10 Kana Communications, Inc. * ........... 1,000 12 Keynote Systems, Inc. * ............... 400 6 Liberate Technologies, Inc. * ......... 700 10 LookSmart, Ltd. * ..................... 500 1 Macromedia, Inc. * .................... 600 36 Manugistics Group, Inc. * ............. 400 23 Micromuse, Inc. * ..................... 600 36 Multex.com, Inc. * .................... 300 4 National Data Corp. ................... 1,100 40 NCR Corp. * ........................... 1,600 79 Netegrity, Inc. * ..................... 300 16 NetIQ Corp. * ......................... 500 44 Network Associates, Inc. .............. 1,700 7 NorthPoint Communications Group, Inc. * 700 0 Nuance Communications ................. 100 4 NVIDIA Corp. * ........................ 600 20 Packeteer, Inc. * ..................... 400 5 Parametric Technology Corp. * ......... 2,000 27 PC-Tel, Inc. * ........................ 200 2 Peoplesoft, Inc ....................... 2,000 74 Peregrine Systems, Inc. * ............. 2,000 39 Proxicom, Inc. * ...................... 400 2 PurchasePro.com, Inc. * ............... 300 5 Quest Software, Inc. * ................ 400 11 Radiant Systems, Inc. * ............... 1,100 23 Rainbow Technologies, Inc. * .......... 1,500 24 Red Hat, Inc. * ....................... 800 5 Retek, Inc. * ......................... 545 13 Rhythms NetConnections, Inc. * ........ 600 1 RSA Security, Inc. * .................. 400 21 Safeguard Scientifics, Inc. * ......... 1,300 9 Scient Corp. * ........................ 500 2 SCM Microsystems, Inc. * .............. 200 7 Secure Computing Corp. * .............. 300 3 SonicWall, Inc. * ..................... 300 5 Symantec Corp. * ...................... 1,200 40 Synopsys, Inc. * ...................... 400 19 THQ, Inc. * ........................... 1,200 29 Trizetto Group, Inc. * ................ 100 2 Unigraphics Solutions, Inc. * ......... 1,100 18 Verity, Inc. * ........................ 400 10 VerticalNet, Inc. * ................... 1,200 8 Viant Corp. * ......................... 600 2 131 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Computer Software & Services - Continued WatchGuard Technologies, Inc. .......... 200 $ 6 webMethods, Inc. * ..................... 205 18 WebTrends Corp. * ...................... 500 14 -------- 1,551 Construction - 1.1% Centex Construction Products, Inc. ..... 1,300 36 Dain Rauscher Corp. .................... 400 38 Dycom Industries, Inc. * ............... 700 25 EMCOR Group, Inc. * .................... 800 20 Hughes Supply, Inc. .................... 1,600 29 NVR, Inc. * ............................ 600 74 USG Corp. * ............................ 1,300 29 -------- 251 Consumer Miscellaneous - 1.5% Briggs & Stratton Corp. ................ 1,200 53 Concord Camera Corp. * ................. 900 15 GoTo.com, Inc. * ....................... 300 2 Harman International Industries, Inc. .. 800 29 Herbalife International, Inc. - Cl. A .. 1,100 8 Ingram Micro, Inc. - Cl. A * ........... 2,200 25 JAKKS Pacific , Inc .................... 2,300 21 Learning Tree International, Inc. * .... 400 20 Nu Skin Enterprises, Inc. - Cl. A * .... 2,800 15 SCP Pool Corp. * ....................... 800 24 Sherwin-Williams Co. ................... 2,000 53 Toro Co. ............................... 1,600 59 -------- 324 Container - 0.3% Bemis Co., Inc. ........................ 1,600 54 Cosmetic & Personal Care - 0.3% Alberto-Culver Co. - Cl. B ............. 1,500 64 Diversified Operations - 1.9% A.O. Smith Corp. ....................... 1,300 22 Actuant Corp. - Cl. A * ................ 900 3 Chemed Corp. ........................... 600 20 Coherent, Inc. * ....................... 1,100 36 GenTek, Inc. ........................... 1,300 22 Harsco Corp. ........................... 1,500 37 Henry Schein, Inc. * ................... 1,900 66 Intermune Pharmaceuticals * ............ 500 22 ITT Industries, Inc. ................... 2,300 89 Pall Corp. ............................. 1,400 30 Reynolds & Reynolds Co. - Cl. A ........ 1,500 30 Trinity Industries, Inc. ............... 1,400 35 -------- 412 Electric Power - 4.9% Allegheny Energy, Inc. ................. 2,700 130 CMS Energy Corp. ....................... 2,000 63 El Paso Electric Company ............... 2,500 33 Energy East Corp. ...................... 5,900 116 NiSource, Inc .......................... 1,800 55 NRG Energy, Inc. * ..................... 3,200 89 Pinnacle West Capital Corp. ............ 2,500 119 PPL Corp ............................... 3,200 145 Public Service Co. of New Mexico ....... 2,700 73 Puget Sound Energy, Inc. ............... 3,200 89 RGS Energy Group, Inc. ................. 3,500 114 UtiliCorp United, Inc. ................. 1,100 34 -------- 1,060 Electrical Equipment - 0.6% Anixter International, Inc. ............ 2,000 43 C&D Technologies, Inc. ................. 700 30 Genlyte Corp. (The) * .................. 1,300 31 Littelfuse, Inc. * ..................... 900 26 --------- 130 Electronic Products & Services - 6.6% Actel Corp. * .......................... 700 17 Aeroflex, Inc. * ....................... 800 23 Alliance Semiconductor Corp. * ......... 800 9 Alliant Energy Corp. ................... 1,700 54 Alpha Industries, Inc. ................. 500 19 Amphenol Corp. - Cl. A * ............... 800 31 Anadigics, Inc. * ...................... 650 11 Anaren Micro Circuits, Inc. ............ 400 27 Arrow Electronics, Inc. * .............. 2,100 60 Asyst Technologies, Inc. * ............. 1,000 13 Audiovox Corp. - Cl. A * ............... 1,200 11 Avnet, Inc. ............................ 2,000 43 Ball Corp. ............................. 1,700 78 Benchmark Electronics, Inc. * .......... 600 14 Brooks Automation, Inc. * .............. 700 20 Cabot Microelectronics Corp. ........... 364 19 Checkpoint Systems, Inc. * ............. 600 5 Cirrus Logic, Inc. * ................... 1,300 24 Cognex Corp. * ......................... 600 13 Credence Systems Corp. * ............... 1,300 30 Cree, Inc. * ........................... 800 28 CyberOptics Corp. ...................... 900 15 Cymer, Inc. * .......................... 900 23 Cytyc Corp. * .......................... 600 38 Dallas Semiconductor Corp. ............. 1,300 33 DSP Group, Inc. * ...................... 500 11 Elantec Semiconductor, Inc. * .......... 500 14 Electro Scientific Industries, Inc. * .. 600 17 Emulex Corp. * ......................... 600 48 Entrust Technologies, Inc. ............. 600 8 Exar, Corp. * .......................... 800 25 FEI Company * .......................... 600 14 General Semiconductor, Inc. ............ 600 4 II-VI, Inc. * .......................... 1,000 15 Intersil Holding Corp. * ............... 900 21 Kemet Corp. * .......................... 2,400 36 132 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Electronic Products & Services - Continued Kent Electronics Corp. * .............. 1,100 $ 18 Lam Research Corp. * .................. 1,600 23 Lattice Semiconductor Corp. * ......... 1,500 28 LTX Corp. * ........................... 800 10 Mattson Technology, Inc. * ............ 1,200 12 MIPS Technologies, Inc. - Cl.A * ...... 600 16 Molecular Devices, Corp. * ............ 300 21 Moog, Inc. - Cl. A * .................. 1,000 29 Newport Corp. ......................... 400 31 PerkinElmer, Inc. ..................... 500 53 QLogic Corp. * ........................ 900 69 Sawtek, Inc. * ........................ 300 14 Sensormatic Electronics Corp. * ....... 1,200 24 Silicon Valley Group, Inc. * .......... 1,700 49 Technitrol, Inc. ...................... 400 16 Tektronix, Inc. ....................... 1,400 47 Three-Five Systems, Inc. * ............ 500 9 TranSwitch Corp. * .................... 900 35 Trimble Navigation, Ltd. * ............ 300 7 Ultimate Electronics, Inc. ............ 600 13 Vicor Corp. * ......................... 600 18 Virata, Corp. * ....................... 400 4 Woodhead Industries, Inc. ............. 1,300 26 --------- 1,443 Financial Services - 2.0% Advanta Corp. - Cl. A ................. 1,600 14 AmeriCredit Corp. * ................... 1,800 49 Ameritrade Holding Corporation * ...... 800 6 BlackRock, Inc. * ..................... 1,100 46 First Tennessee National Corp. ........ 1,700 49 Frontier Financial Corp. .............. 1,000 25 GreenPoint Financial Corp. ............ 3,200 131 Heller Financial, Inc. ................ 1,600 49 Rollins Truck Leasing Corp. ........... 1,500 12 S1 Corp. * ............................ 400 2 UIL Holding Corp. ..................... 1,300 65 --------- 448 Food, Beverage & Tobacco - 3.3% Brown-Forman Corp. - Cl. B ............ 2,400 160 Constellation Brands, Inc. - Cl. A * .. 900 53 Corn Products International, Inc. ..... 1,200 35 Fleming Cos., Inc. .................... 1,300 15 IBP, Inc. ............................. 1,000 27 J.M. Smucker Co. ...................... 1,300 36 NBTY, Inc. * .......................... 1,400 7 Pepsi Bottling Group, Inc. ............ 2,100 84 Pilgrims Pride Corp. - Cl. B .......... 1,300 10 R.J. Reynolds Tobacco Holdings, Inc. * .............................. 2,800 136 Robert Mondavi Corp. - Cl. A * ........ 800 43 Sensient Technologies Corp. ........... 1,600 36 Suiza Foods Corp. * ................... 1,000 48 SUPERVALU, Inc. ....................... 1,700 24 --------- 714 Foreign Governmental - 0.1% Interface, Inc. ....................... 2,100 18 Health Care Products - 7.0% Abgenix, Inc. * ....................... 1,100 65 Alpharma, Inc. - Cl. A ................ 900 39 Andrx Corp - Andrx Group * ............ 700 41 Apogent Technologies, Inc. * .......... 700 14 Applera Corporation - Celera Genomics Group * .................... 700 25 Aurora Biosciences Corp. * ............ 500 16 Beckman Coulter, Inc. ................. 1,200 50 Bergen Brunswig Corp. - Cl. A ......... 2,900 46 C.R. Bard, Inc. ....................... 800 37 Celgene Corp. * ....................... 1,000 33 Cell Genesys, Inc. * .................. 1,300 30 CuraGen Corp. * ....................... 500 14 DENTSPLY International, Inc. .......... 1,300 51 Diagnostic Products Corporation ....... 1,100 60 Elan Corp. plc - ADR * ................ 1 ENZON, Inc. ........................... 300 19 Gilead Sciences, Inc. * ............... 300 25 Haemonetics Corp. * ................... 900 28 ICN Pharmaceuticals, Inc. ............. 2,600 80 Immunogen, Inc. ....................... 600 13 Incyte Pharmaceuticals, Inc. * ........ 1,100 27 Invitrogen Corp. * .................... 400 35 King Pharmaceuticals, Inc. * .......... 1,650 85 Laboratory Corporation of America Holdings ............................ 300 53 Maxim Pharmaceuticals, Inc. * ......... 700 4 Maxygen, Inc. * ....................... 500 12 Medarex, Inc. * ....................... 1,000 41 Medicis Pharmaceutical Corp. - Cl. A .. 700 41 MiniMed, Inc. * ....................... 500 21 Mylan Laboratories, Inc. .............. 3,400 86 Myriad Genetics, Inc. * ............... 300 25 Noven Pharmaceuticals, Inc. * ......... 600 22 Owens and Minor, Inc. ................. 2,600 46 Pharmacopeia, Inc. * .................. 800 17 PolyMedica Corporation * .............. 800 27 Praecis Pharmeceuticals, Inc. * ....... 900 26 Priority Healthcare Corp. - Cl. B * ... 800 33 Protein Design Labs, Inc. * ........... 600 52 Respironics, Inc. * ................... 1,300 37 Sybron Dental Specialties * ........... 233 4 Techne Corp. * ........................ 1,000 36 Tularik, Inc. * ....................... 900 26 Vertex Pharmaceuticals, Inc. * ........ 500 36 Vical Incorporated * .................. 1,300 24 Zoll Medical Corporation * ............ 600 21 --------- 1,523 133 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Health Care Services - 3.9% AmeriPath, Inc. * ..................... 700 $ 18 AmeriSource Health Corp. - Cl. A * .... 1,000 51 Apria Healthcare Group, Inc. * ........ 1,300 39 Beverly Enterprises, Inc. * ........... 1,700 14 Bindley Western Industries, Inc. ...... 1,521 63 Health Management Associates, Inc. - Cl. A * ............................. 2,100 44 HEALTH NET, Inc. ...................... 1,800 47 HEALTHSOUTH Corp. * ................... 4,400 72 Idec Pharmaceuticals Corp. ............ 400 76 Oxford Health Plans, Inc. * ........... 1,100 43 PacifiCare Health Systems, Inc. * ..... 2,900 44 Quest Diagnostics, Inc. * ............. 400 57 St. Jude Medical, Inc. * .............. 1,000 61 Syncor International Corporation * .... 800 29 Triad Hospitals, Inc. * ............... 800 26 Trigon Healthcare, Inc. * ............. 700 54 Universal Health Services, Inc. - Cl. B * 700 78 WebMD Corp. * ......................... 2,700 21 --------- 837 Household Appliances / Furnishings - 0.6% Aaron Rents, Inc. ..................... 1,000 14 CompX International, Inc. * ........... 1,000 9 Mohawk Industries, Inc. * ............. 1,300 35 Rent-Way, Inc. * ...................... 1,100 5 Salton, Inc. * ........................ 900 19 Springs Industries, Inc. - Cl. A ...... 1,500 49 --------- 131 Housing - 1.1% American Standard Cos., Inc. ........... 1,100 54 Centex Corp. ........................... 1,700 64 D.R. Horton, Inc. ...................... 1,317 32 Kaufman & Broad Home Corp. ............. 1,200 41 Pulte Corp. ............................ 900 38 --------- 229 Insurance - 3.9% Allmerica Financial Corp. .............. 700 51 Ambac Financial Group, Inc. ............ 750 44 Fidelity National Financial, Inc. ...... 1,310 48 LandAmerica Financial Group, Inc. ...... 1,300 53 National Western Life Insurance Co. .... 500 52 Nationwide Financial Services - Cl. A .. 1,600 76 Old Republic International Corp. ....... 3,100 99 Presidential Life Corp. ................ 1,300 19 Radian Group, Inc. ..................... 1,100 83 Stancorp Financial Group, Inc. ......... 1,200 57 The Midland Co. ........................ 900 25 The MONY Group, Inc. ................... 2,600 128 The PMI Group, Inc. .................... 1,200 81 Triad Guaranty, Inc. *.................. 900 30 --------- 846 Leisure & Recreation - 1.5% Anchor Gaming *......................... 800 $ 31 Arctic Cat, Inc. ....................... 1,900 22 Argosy Gaming Co. *..................... 1,300 25 Aztar Corp. *........................... 1,900 25 Brunswick Corp. ........................ 2,600 43 Dover Downs Entertainment *............. 1,300 14 Lodgenet Entertainment Corp. ........... 1,200 21 Park Place Entertainment Corp. *........ 2,600 31 SABRE Group Holdings, Inc. *............ 1,400 60 Ticketmaster Online-CitySearch, Inc. - Cl. B *................................. 400 3 Trendwest Resorts, Inc. *............... 800 22 World Wrestling Federation Entertainment, Inc. .................... 1,300 21 --------- 318 Machinery - 2.0% Applied Industrial Technologies, Inc. .. 1,700 35 FMC Corp. *............................. 1,100 79 Imation Corp. *......................... 1,000 16 JLG Industries, Inc. ................... 2,300 24 Nordson Corporation..................... 1,000 26 SPX Corp. .............................. 300 32 Stewart & Stevenson Services, Inc. ..... 900 20 Tecumseh Products Co. - Cl. A........... 900 38 Thermo Electron Corp. *................. 4,400 131 Zebra Technologies Corp. - Cl. A *...... 500 20 --------- 421 Media - Publishing - 0.6% McClatchy Newspapers, Inc. - Cl. A...... 1,300 55 Penton Media, Inc. ..................... 700 19 Pulitzer, Inc. ......................... 1,000 47 --------- 121 Media - TV / Radio - 2.0% A.H. Belo Corp. ........................ 2,600 42 BHC Communications, Inc. - Cl. A *...... 300 39 Chris-Craft Industries , Inc. .......... 800 53 Cox Radio, Inc. - Cl. A *............... 1,500 34 Emmis Communications Corp. ............. 1,200 34 Entercom Communications Corp. *......... 1,100 38 Getty Images, Inc. ..................... 900 29 Hearst-Argyle Television, Inc. *........ 1,500 31 Insight Communications Company, Inc. *.. 1,400 33 Primedia, Inc. ......................... 1,200 14 Radio One, Inc. *....................... 2,300 24 Westwood One, Inc. *.................... 2,600 50 --------- 421 Metal Production & Fabrication - 0.3% Commercial Metals Co.................... 1,300 29 Timken Co. ............................. 1,300 19 Worthington Industries, Inc. ........... 1,600 13 --------- 61 134 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Metals & Mining - 0.3% Precision Castparts Corp. .............. 1,500 $ 63 Natural Gas Distribution - 1.2% Nicor, Inc. ............................ 1,600 69 Peoples Energy Corp. ................... 3,300 148 UGI Corp. .............................. 1,500 38 --------- 255 Oil - 0.2% ONEOK, Inc. ............................ 1,000 48 Oil & Natural Gas Exploration & Production - 4.1% ...................... EOG Resources, Inc. .................... 800 44 Equitable Resources, Inc. .............. 1,100 73 Helmerich & Payne, Inc. ................ 2,400 105 Kinder Morgan, Inc. .................... 1,200 63 Murphy Oil Corp. ....................... 1,100 66 Noble Affiliates, Inc. ................. 1,300 60 Ocean Energy, Inc. * ................... 2,700 47 Patina Oil & Gas Corporation ........... 1,300 31 Patterson Energy, Inc. * ............... 700 26 Pride International, Inc. * ............ 1,200 30 Rowan Cos., Inc. * ..................... 1,100 30 Sunoco, Inc. ........................... 1,300 44 Tom Brown, Inc. ........................ 1,300 43 Ultramar Diamond Shamrock Corp. ........ 3,800 117 Valero Energy Corp. .................... 1,700 63 Vintage Petroleum, Inc. ................ 1,600 34 --------- 876 Oil - Equipment & Service - 0.7% Hanover Compressor Co. * ............... 700 31 Marine Drilling Companies, Inc. * ...... 1,400 38 Smith International, Inc. .............. 700 52 Tidewater, Inc. ........................ 900 40 --------- 161 Paper & Forest Products - 1.7% Boise Cascade Corp. .................... 1,200 40 Bowater, Inc. .......................... 1,600 90 Louisiana-Pacific Corp. ................ 3,500 36 Pope & Talbot, Inc. .................... 2,100 35 Rayonier, Inc. ......................... 1,000 40 United Stationers, Inc. * .............. 1,800 43 Westvaco Corp. ......................... 2,700 79 --------- 363 Personal & Commercial Lending - 0.4% Countrywide Credit Industries, Inc. .... 1,100 55 Metris Cos., Inc. ...................... 1,277 34 --------- 89 Pollution Control - 0.2% Republic Services, Inc. - Cl. A ........ 2,300 39 Precious Metals/Gems/Stones - 0.3% Freeport-McMoRan Copper & Gold, Inc. - Cl. B ................................ 2,300 20 Homestake Mining Co. ................... 3,800 16 Newmont Mining Corp. ................... 1,900 32 --------- 68 Real Estate Development - 0.5% Lennar Corp. ........................... 1,900 69 Standard Pacific Corp. ................. 1,300 30 --------- 99 Real Estate Investment Trust - 5.0% AMLI Residential Properties Trust ...... 2,000 49 Arden Realty Group, Inc. ............... 2,200 55 Avalonbay Communities, Inc. ............ 2,300 115 Boston Properties, Inc. ................ 1,600 70 CarrAmerica Realty Corp. ............... 2,700 85 Duke Realty Investments, Inc. .......... 3,100 76 First Industrial LP * .................. 1,300 44 General Growth Properties .............. 1,600 58 Highwoods Properties, Inc. ............. 2,600 65 International Rectifier Corp. * ........ 600 18 Kimco Realty Corp. ..................... 1,100 49 Liberty Property Trust ................. 2,300 66 Mack-Cali Realty Corp. ................. 2,000 57 Public Storage, Inc. ................... 2,000 49 Spieker Properties, Inc. ............... 3,200 160 Vornado Realty Trust ................... 1,700 65 --------- 1,081 Real Estate Operations - 0.6% HomeStore.com, Inc. * .................. 600 12 M.D.C. Holdings, Inc. .................. 1,700 56 Security Capital Group, Inc. - Cl. B * . 2,600 52 --------- 120 Retail - Department Stores - 3.0% Abercrombie & Fitch Co. * .............. 1,000 20 AnnTaylor Stores Corp. * ............... 800 20 Barnes & Noble, Inc. * ................. 1,300 34 Borders Group, Inc. * .................. 2,200 26 Cato Corp. - Cl. A ..................... 1,300 18 Coldwater Creek, Inc. .................. 600 19 Dollar Thrifty Automotive Group, Inc. * ............................... 2,400 45 eToys, Inc. * .......................... 800 0 Family Dollar Stores, Inc. ............. 1,100 24 FREDS , Inc. ........................... 1,000 21 Genesco, Inc. * ........................ 1,200 29 Handleman Co. .......................... 2,200 16 Harcourt General, Inc. ................. 700 40 Haverty Furniture Co., Inc. ............ 1,400 14 Hollywood Entertainment Corp. * ........ 600 1 Hot Topic, Inc. * ...................... 1,600 26 Insight Enterprises, Inc. * ............ 1,100 20 135 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Retail - Department Stores - Continued InterTAN, Inc. * ........................... 1,250 $ 15 Michaels Stores, Inc. * .................... 1,000 26 MSC Industrial Direct Co., Inc. - Cl. A .... 1,600 29 Neiman Marcus Group, Inc. - Cl. A .......... 1,600 57 Pier 1 Imports, Inc. ....................... 2,600 27 Shopko Stores, Inc. ........................ 1,100 6 Spiegel, Inc. - Cl. A ...................... 1,600 7 Toys "R" Us, Inc. * ........................ 2,300 38 Tweeter Home Entertainment Group, Inc. ..... 600 7 Venator Group, Inc. ........................ 2,400 37 Zale Corp. * ............................... 1,200 35 --------- 657 Retail - Food - 0.9% Brinker International, Inc. * .............. 1,100 47 Charming Shoppes, Inc. * ................... 1,200 7 Darden Restaurants, Inc. ................... 1,400 32 Landry's Seafood Restaurants, Inc. * ....... 1,000 10 RARE Hospitality International, Inc. * ..... 1,350 30 Ryan's Family Steak Houses, Inc. * ......... 1,200 11 The Great Atlantic & Pacific Tea Co., Inc. . 1,200 8 Webvan Group, Inc. * ....................... 1,500 1 Whole Foods Market, Inc. * ................. 800 49 --------- 195 Shoe & Apparel Manufacturing - 0.2% Liz Claiborne, Inc. ........................ 800 33 Stein Mart, Inc. * ......................... 1,800 21 --------- 54 Steel - 0.4% AK Steel Holding Corp. ..................... 2,800 24 Nucor Corp. ................................ 1,300 52 Remec, Inc. * .............................. 850 8 --------- 84 Telecommunication Equipment - 1.3% Advanced Fibre Communications, Inc. * ...... 1,000 18 Andrew Corp. * ............................. 1,100 24 Cable Design Technologies Corp. ............ 1,650 28 Covad Communications Group, Inc. * ......... 1,600 3 DMC Stratex Networks, Inc. - Notes * ....... 1,200 18 Efficient Networks, Inc. * ................. 300 4 Finisar Corp. * ............................ 800 23 Glenayre Technologies, Inc. * .............. 1,700 6 Harmonic, Inc. * ........................... 517 3 International FiberCom, Inc. ............... 800 4 L-3 Communications Holdings, Corp. * ....... 500 38 Natural MicroSystems Corporation * ......... 700 7 Polycom, Inc. * ............................ 300 10 Powerwave Technologies, Inc. * ............. 400 23 Spectrasite Holdings, Inc. ................. 1,900 25 Tekelec, Inc. .............................. 600 18 Terayon Communication Systems, Inc. * ...... 700 3 TriQuint Semiconductor, Inc. * ............. 600 26 Tut Systems, Inc. .......................... 200 2 World Access, Inc. * ....................... 1,400 3 --------- 286 Telecommunication Services - 1.1% Centennial Cellular Corp. - A Shares * ..... 1,500 28 Citizens Communications Co. ................ 4,200 55 Focal Communications Corp. * ............... 800 6 Greif Bros. Corp. - Cl. A .................. 1,000 28 IDT Corp. * ................................ 300 6 Illuminet Holdings, Inc. * ................. 1,000 23 Leap Wireless International, Inc. * ........ 500 12 Netro Corp. * .............................. 400 3 NTELOS, Inc. * ............................. 900 16 Pac-West Telecomm, Inc. * .................. 1,300 4 RCN Corp. * ................................ 300 2 TALK.com, Inc. * ........................... 800 1 Tollgrade Communications, Inc. ............. 400 15 Travelocity.com * .......................... 300 4 West TeleServices Corp. * .................. 1,300 37 --------- 240 Telephone - 0.5% CenturyTel, Inc. ........................... 2,900 104 Transportation Services - 1.8% America West Holdings Corp. - Cl. B * ...... 1,300 17 Arkansas Best Corp. * ...................... 1,300 24 Atlas Air, Inc. * .......................... 1,600 52 Continental Airlines, Inc. - Cl. B * ....... 1,200 62 Frontier Airlines, Inc. * .................. 1,600 49 Roadway Express, Inc. ...................... 1,700 36 Ryder System, Inc. ......................... 2,200 37 UAL Corp. .................................. 1,400 54 USFreightways Corp. ........................ 1,000 30 Yellow Corp. * ............................. 1,600 33 --------- 394 --------- TOTAL COMMON STOCK- 95.0% 20,558 136 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Par Market Name of Issuer Value Value (000's) (000's) SHORT-TERM INVESTMENTS - 3.7% Investment in joint repurchase agreement with Goldman Sachs & Co. dated 12/29/00, 6.481% due 01/02/01 (Secured by various U.S. Treasury obligations and U.S. Government Agency Bonds) $ 800 $ 800 ------- -------- TOTAL INVESTMENTS- 98.7% 21,358 Cash and Receivables, less payables- 1.3% 278 ------- -------- NET ASSETS- 100.0% 21,636 ======= ======== * Non-income producing security. ADR-American Depository Receipt See notes to financial statements. 137 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL/MID CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Auto & Truck Parts - 3.0% Goodyear Tire & Rubber Co. .................. 18,000 $ 414 Navistar International Corp., Inc. - Cl. B .. 4,500 118 TRW, Inc. ................................... 9,100 352 -------- 884 Automobile - 1.1% Delphi Automotive Systems Corp .............. 28,900 325 Business Services - 0.0% H & R Block, Inc. ........................... 200 8 Chemical - 6.7% Agrium, Inc. ................................ 40,300 589 Air Products & Chemicals, Inc. .............. 4,700 193 Crompton Corp. .............................. 12,000 126 Eastman Chemical Co. ........................ 900 44 IMC Global, Inc. ............................ 28,500 443 PolyOne Corp. ............................... 38,900 229 Rohm & Haas Co. ............................. 6,000 218 Solutia, Inc. ............................... 4,900 59 Wellman, Inc. ............................... 4,400 62 -------- 1,963 Coal - 0.0% Massey Energy Co. ........................... 600 8 Commercial Sevices - 1.8% Informix Corp. * ............................ 42,350 126 Profit Recovery Group International, Inc. * .................................... 12,300 78 Valassis Communications, Inc. * ............. 10,300 325 -------- 529 Computer Equipment - 6.1% 3Com Corp. * ................................ 47,900 407 Apple Computer, Inc. * ...................... 19,900 296 Foundry Networks, Inc. * .................... 18,200 273 Gateway, Inc. * ............................. 14,300 257 Maxtor Corp. * .............................. 600 4 PRI Automation, Inc. * ...................... 4,000 75 Quantum Corp. - DLT & Storage * ............. 21,400 285 Quantum Corp. - Hard Disk Drive * ........... 6,600 53 Silicon Graphics, Inc. * .................... 34,000 136 -------- 1,786 Computer Software & Services - 2.5% Computer Associates International, Inc. ..... 12,600 246 Keane, Inc. * ............................... 13,800 135 Legato Systems, Inc. * ...................... 10,800 80 Midway Games, Inc. * ........................ 23,700 168 Network Associates, Inc. .................... 22,300 93 -------- 722 Consumer Miscellaneous - 2.7% Black & Decker Corp. ........................ 5,200 204 Clorox Co. .................................. 5,000 178 Parker-Hannifin Corp. ....................... 9,250 408 -------- 790 Cosmetic & Personal Care - 0.4% International Flavors & Fragrances, Inc. 5,500 112 Diversified Operations - 2.6% Cendant Corp. * ............................. 80,800 778 Electric Power - 0.1% Fluor Corp. * ............................... 600 20 Electrical Equipment - 0.9% Pentair, Inc. ............................... 10,300 249 UCAR International, Inc. * .................. 1,600 16 -------- 265 Electronic Products & Services - 5.5% Advanced Micro Devices, Inc. * .............. 21,800 301 Arrow Electronics, Inc. * ................... 4,000 115 Avnet, Inc. ................................. 13,700 295 Electronics for Imaging, Inc. * ............. 9,700 135 Lam Research Corp. * ........................ 23,000 333 National Semiconductor Corp. * .............. 13,300 268 Polaroid Corp. .............................. 14,000 81 Teradyne, Inc. * ............................ 2,500 93 -------- 1,621 Financial Services - 2.8% Knight Trading Group, Inc. * ................ 19,000 265 Stillwell Financial, Inc. ................... 14,200 560 -------- 825 Food, Beverage & Tobacco - 2.9% Archer-Daniels-Midland Co. .................. 20,000 300 Dean Foods Co. .............................. 7,200 221 SUPERVALU, Inc. ............................. 20,500 285 Tyson Foods, Inc. - Cl. A ................... 4,500 57 -------- 863 Health Care Products - 2.3% Bausch & Lomb, Inc. ......................... 9,300 376 Boston Scientific Corp. * ................... 22,300 305 -------- 681 Health Care Services - 0.0% HEALTHSOUTH Corp. * ......................... 500 8 Household Appliances / Furnishings - 0.3% Leggett & Platt, Inc. ....................... 4,000 76 Insurance - 1.7% Aon Corp. ................................... 10,500 360 Loews Corp. ................................. 1,500 155 -------- 515 Leisure & Recreation - 2.4% Mandalay Resort Group * ..................... 12,800 281 138 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL/MID CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Leisure & Recreation - Continued Six Flags, Inc. ........................ 25,100 $ 431 --------- 712 Machinery - 1.4% Deere & Co. ............................ 4,300 197 Flowserve Corp. ........................ 1,500 32 Ingersoll-Rand Co. ..................... 4,400 184 --------- 413 Media - TV / Radio - 4.1% Emmis Communications Corp. ............. 23,000 660 Entercom Communications Corp. * ........ 16,300 561 --------- 1,221 Metals & Mining - 0.3% Cominco, Ltd. .......................... 4,600 77 Natural Gas Distribution - 0.6% Wisconsin Energy Corp. ................. 7,100 160 Oil - 3.5% Key Energy Services, Inc. * ............ 12,300 128 Tosco Corp. ............................ 10,900 370 Varco International, Inc. * ............ 25,000 544 --------- 1,042 Oil & Natural Gas Exploration & Production - 5.5% Devon Energy Corp. * ................... 9,970 608 Noble Affiliates, Inc. ................. 5,200 239 Ocean Energy, Inc. * ................... 500 9 R&B Falcon Corp. * ..................... 23,200 532 Santa Fe International Corp. ........... 7,500 240 --------- 1,628 Oil - Equipment & Service - 4.9% Petroleum Geo-Services ASA * ........... 37,500 499 Tidewater, Inc. ........................ 9,900 439 Weatherford International, Inc. * ...... 10,600 501 --------- 1,439 Paper & Forest Products - 4.1% Abitibi-Consolidated, Inc. ............. 53,800 494 Jefferson Smurfit Group plc - ADR ...... 18,100 353 Smurfit-Stone Container Corp. * ........ 24,800 371 --------- 1,218 Pollution Control - 0.5% Republic Services, Inc. - Cl. A ........ 8,800 151 Retail - Department Stores - 11.4% AnnTaylor Stores Corp. * ............... 16,500 411 Best Buy Co., Inc. ..................... 14,000 414 Circuit City Stores, Inc. .............. 56,700 652 Consolidated Stores Corp. * ............ 7,300 78 Federated Department Stores, Inc. * .... 10,300 360 Gap, Inc. .............................. 18,100 462 OfficeMax, Inc. ........................ 4,200 12 Shopko Stores, Inc. .................... 5,100 25 Staples, Inc. * ........................ 15,500 183 Williams-Sonoma, Inc. .................. 17,000 340 Zale Corp. * ........................... 14,300 416 --------- 3,353 Retail - Drug Stores - 1.5% TJX Cos., Inc. ......................... 16,100 447 Retail - Food - 0.9% Albertson's, Inc. ...................... 10,200 270 Shoe & Apparel Manufacturing - 4.0% Intimate Brands, Inc. .................. 17,900 269 Jones Apparel Group, Inc. * ............ 4,200 135 Nordstrom, Inc. ........................ 6,500 118 Reebok International, Ltd. ............. 14,300 391 Tommy Hilfiger Corp. * ................. 27,200 267 --------- 1,180 Steel - 2.2% AK Steel Holding Corp. ................. 16,401 143 Nucor Corp. ............................ 7,500 298 USX-U.S. Steel Group, Inc. ............. 10,100 182 --------- 623 Telecommunication Equipment - 1.3% Allen Telecom, Inc. .................... 10,700 192 CommScope, Inc. * ...................... 11,500 191 --------- 383 Telecommunication Services - 0.4% Avaya , Inc. * ......................... 11,600 120 Transportation Services - 2.5% AMR Corp. * ............................ 8,800 345 Delta Air Lines, Inc. .................. 6,500 326 Yellow Corp. * ......................... 2,900 59 --------- 730 --------- TOTAL COMMON STOCK- 94.9% 27,946 Par Value (000's) SHORT-TERM INVESTMENTS - 3.3% Investment in joint trading account (Note B) 6.695% due 01/02/01 .................... $ 975 975 ------ --------- TOTAL INVESTMENTS- 98.2% 28,921 Cash and Receivables, less payables- 1.8% 515 ------ --------- NET ASSETS- 100.0% 29,436 ====== ========= * Non-income producing security. ADR-American Depository Receipt See notes to financial statements. 139 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- REAL ESTATE EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Real Estate Development - 2.5% Catellus Development Corp. * ................. 96,700 $ 1,692 Manufactured Home Communities, Inc. .......... 79,200 2,297 --------- 3,989 Real Estate Investment Trust - 92.9% AMB Property Corp. ........................... 118,800 3,067 AMLI Residential Properties Trust ............ 49,700 1,227 Apartment Investment & Management Co. ........ 40,600 2,028 Archstone Communities Trust .................. 209,400 5,392 Arden Realty Group, Inc. ..................... 152,400 3,829 Avalonbay Communities, Inc. .................. 168,545 8,448 Boston Properties, Inc. ...................... 153,900 6,695 Brandywine Realty Trust ...................... 53,300 1,103 BRE Properties, Inc. ......................... 56,200 1,781 Brookfield Properties Corporation ............ 203,600 3,588 Cabot Industrial Trust ....................... 28,300 543 Camden Property Trust ........................ 67,500 2,261 CarrAmerica Realty Corp. ..................... 211,900 6,635 CBL & Associates Properties, Inc. ............ 59,200 1,499 Centerpoint Properties Corp. ................. 19,450 919 Charles E. Smith Residential Realty, Inc. .... 75,200 3,534 Chateau Communities, Inc. .................... 112,000 3,409 Cousins Properties, Inc. ..................... 77,250 2,158 Duke Realty Investments, Inc. ................ 97,739 2,407 Equity Office Properties Trust ............... 350,793 11,445 Equity Residential Properties Trust .......... 139,300 7,705 Essex Property Trust, Inc. ................... 24,500 1,341 Federal Realty Investment Trust .............. 166,800 3,169 FelCor Lodging Trust, Inc. ................... 40,200 962 First Industrial LP * ........................ 33,800 1,149 Frontline Capital Group ...................... 13,700 182 General Growth Properties .................... 33,700 1,220 Hilton Hotels Corp. .......................... 18,000 189 Home Properties of New York, Inc. ............ 25,200 704 Host Marriott Corp. .......................... 234,500 3,034 Kilroy Realty Corp. .......................... 46,850 1,315 Kimco Realty Corp. ........................... 50,000 2,209 Koger Equity, Inc. ........................... 7,200 112 Liberty Property Trust ....................... 87,500 2,499 Mack-Cali Realty Corp. ....................... 75,900 2,168 MeriStar Hospitality Corp. ................... 93,050 1,832 Pacific Gulf Properties, Inc. ................ 54,600 334 Pinnacle Holdings, Inc. * .................... 51,700 469 Post Properties, Inc. ........................ 41,600 1,563 Prentiss Properties Trust .................... 79,150 2,132 Prologis Trust ............................... 224,859 5,003 PS Business Parks, Inc. ...................... 28,200 784 Public Storage, Inc. ......................... 229,100 5,570 Reckson Associates Realty Corp. .............. 29,300 734 Regency Realty Corp. ......................... 50,450 1,195 Simon Property Group, Inc. ................... 256,600 6,158 SL Green Realty Corp. ........................ 27,500 770 Spieker Properties, Inc. ..................... 128,300 6,431 Starwood Hotels & Resorts Worldwide, Inc. .... 106,900 3,768 Storage USA, Inc. ............................ 20,000 635 Summit Properties, Inc. ...................... 2,700 70 Sun Communities, Inc. ........................ 5,000 168 Taubman Centers, Inc. ........................ 35,000 383 The Macerich Co. ............................. 45,800 879 Trizec Hahn Corporation ...................... 186,800 2,825 United Dominion Realty Trust, Inc. ........... 1,800 19 Vornado Realty Trust ......................... 129,800 4,973 Washington Real Estate Investment Trust ...... 35,200 832 Wyndham International, Inc. .................. 24,200 42 --------- 147,495 Real Estate Operations - 1.5% Rouse Co. .................................... 78,800 2,009 Shurgard Storage Centers, Inc. ............... 15,200 372 --------- 2,381 --------- TOTAL COMMON STOCK- 96.9% 153,865 Par Value (000's) SHORT-TERM INVESTMENTS - 2.6% Investment in joint trading account (Note B) 6.695% due 01/02/01 .......................... $ 4,220 4,220 --------- --------- TOTAL INVESTMENTS- 99.5% 158,085 Cash and Receivables, less payables- 0.5% 726 --------- --------- NET ASSETS- 100.0% 158,811 ========= ========= * Non-income producing security. See notes to financial statements. 140 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- GROWTH & INCOME FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 2.2% Boeing Co. ........................... 100,000 $ 6,600 General Dynamics Corp. ............... 377,844 29,472 Honeywell International, Inc ......... 173,530 8,210 United Technologies Corp. ............ 361,414 28,416 --------- 72,698 Auto & Truck Parts - 0.4% General Motors Corp. - Cl. H ......... 130,658 3,005 Lear Corp. * ......................... 354,098 8,786 --------- 11,791 Automobile - 0.4% Ford Motor Co. ....................... 522,736 12,252 Bank - 5.4% Bank of America Corp. ................ 744,070 34,134 Bank of New York Co., Inc. ........... 600,000 33,113 Comerica, Inc. ....................... 315,138 18,711 Fifth Third Bancorp. ................. 91,000 5,437 Firstar Corp. ........................ 886,600 20,614 FleetBoston Financial Corp ........... 1,024,464 38,482 J.P. Morgan & Co., Inc ............... 150,400 24,891 State Street Corp. ................... 44,500 5,527 --------- 180,909 Brokerage & Investment Management - 0.4% Goldman Sachs Group, Inc. ............ 57,800 6,181 Morgan Stanley, Dean Witter, Discover & Co. ....................... 92,800 7,354 --------- 13,535 Business Services - 0.6% Automatic Data Processing, Inc ....... 203,214 12,866 i2 Technologies, Inc. * .............. 148,200 8,058 --------- 20,924 Chemical - 1.2% Air Products & Chemicals, Inc. ....... 367,694 15,076 Dow Chemical Co. ..................... 517,266 18,945 Praxair, Inc. ........................ 150,000 6,656 --------- 40,677 Commercial Services - 1.1% Interpublic Group Cos., Inc .......... 330,662 14,074 Omnicom Group, Inc ................... 254,238 21,070 --------- 35,144 Computer Equipment - 6.9% Brocade Communications Systems, Inc. * 153,100 14,057 Compaq Computer Corp. ................ 359,224 5,406 Comverse Technology, Inc. * .......... 245,910 26,712 Handspring, Inc. ..................... 69,500 2,706 Hewlett-Packard Co ................... 458,208 14,462 Intel Corp ........................... 2,296,228 69,030 Computer Equipment - Continued International Business Machines Corp. .............................. 408,036 34,683 Juniper Networks, Inc. * ............. 91,000 11,472 Network Appliance, Inc. * ............ 164,700 10,572 Redback Networks, Inc. * ............. 154,400 6,330 VeriSign, Inc. ....................... 76,900 5,705 VERITAS Software Corp. * ............. 323,962 28,347 --------- 229,482 Computer Software & Services - 10.3% Adobe Systems, Inc ................... 217,900 12,679 Agile Software Corp. * ............... 159,900 7,895 America Online, Inc. * ............... 896,272 31,190 BEA Systems, Inc. .................... 202,900 13,658 EMC Corp. * .......................... 919,304 61,134 First Data Corp ...................... 718,688 37,866 Micromuse, Inc. * .................... 113,700 6,863 Microsoft Corp ....................... 1,712,916 74,298 Oracle Corp. * ....................... 1,464,936 42,575 Siebel Systems, Inc. * ............... 311,702 21,079 Sun Microsystems, Inc. * ............. 1,106,420 30,841 Yahoo!, Inc. * ....................... 92,852 2,801 --------- 342,879 Consumer Miscellaneous - 0.7% Avery Dennison Corp. ................. 232,364 12,751 Black & Decker Corp. ................. 289,314 11,356 --------- 24,107 Cosmetic & Personal Care - 0.8% Avon Products, Inc ................... 135,000 6,463 Colgate-Palmolive Co ................. 180,000 11,619 Procter & Gamble Co. ................. 93,536 7,337 --------- 25,419 Diversified Operations - 9.6% Amgen, Inc. * ........................ 127,300 8,139 Corning, Inc. ........................ 393,900 20,803 El Paso Energy Corp. ................. 343,688 24,617 General Electric Co. ................. 3,451,044 165,435 Illinois Tool Works, Inc ............. 163,245 9,723 Minnesota Mining & Manufacturing Co. . 247,826 29,863 Tyco International, Ltd. ............. 1,107,066 61,442 --------- 320,022 Electric Power - 2.3% Calpine Corp. * ...................... 150,000 6,759 Duke Energy Co. ...................... 241,668 20,602 Exelon Corp. ......................... 300,000 21,063 Pinnacle West Capital Corp. .......... 144,892 6,901 Reliant Energy, Inc .................. 322,874 13,985 Southern Energy, Inc. * .............. 216,100 6,118 --------- 75,428 141 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- GROWTH & INCOME FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Electronic Products & Services - 6.5% Altera Corp. * ...................... 228,288 $ 6,007 Analog Devices, Inc. * .............. 153,386 7,851 Applied Materials, Inc. * ........... 178,526 6,817 Applied Micro Circuits Corp. * ...... 260,700 19,565 Cisco Systems, Inc. * ............... 2,780,144 106,341 Emulex Corp. * ...................... 72,600 5,803 Linear Technology Corp. ............. 163,244 7,550 Maxim Integrated Products, Inc. * ... 104,932 5,017 Micron Technology, Inc. * ........... 123,600 4,388 Motorola, Inc. ...................... 444,000 8,991 PerkinElmer, Inc. ................... 62,100 6,521 PMC-Sierra, Inc. * .................. 96,500 7,587 SDL, Inc. * ......................... 16,600 2,460 Texas Instruments, Inc. ............. 420,506 19,922 Transmeta Corp. * ................... 98,300 2,310 --------- 217,130 Financial Services - 4.4% Charles Schwab Corp. ................ 153,700 4,361 Citigroup, Inc. ..................... 1,908,902 97,473 Mellon Financial Corp. .............. 391,978 19,280 Paychex, Inc. ....................... 158,000 7,683 Stillwell Financial, Inc. ........... 419,062 16,527 --------- 145,324 Food, Beverage & Tobacco - 0.9% Anheuser-Busch Cos., Inc. ........... 205,096 9,332 Philip Morris Cos., Inc. ............ 491,412 21,622 --------- 30,954 Health Care Products - 17.4% Abbott Laboratories ................. 300,000 14,531 Allergan, Inc. ...................... 249,643 24,169 ALZA Corp. * ........................ 281,692 11,972 American Home Products Corp. ........ 875,060 55,610 Andrx Corp - Andrx Group * .......... 55,300 3,200 Applera Corporation - Applied Biosystems Group .................. 175,200 16,480 Bristol-Myers Squibb Co. ............ 723,248 53,475 Celgene Corp. * ..................... 116,800 3,796 Eli Lilly & Co. ..................... 388,600 36,164 Forest Laboratories, Inc. * ......... 54,300 7,215 Genetech, Inc. * .................... 151,900 12,380 Immunex Corp. * ..................... 94,100 3,823 IVAX Corp. .......................... 108,800 4,167 Johnson & Johnson ................... 517,556 54,376 Laboratory Corporation of America Holdings .......................... 25,000 4,400 MedImmune, Inc. * ................... 237,300 11,316 Merck & Co., Inc. ................... 832,888 77,979 Millennium Pharmaceuticals, Inc. * .. 103,900 6,429 Pfizer, Inc. ........................ 2,592,251 119,243 Pharmacia Corp. ..................... 347,770 21,214 Schering-Plough Corp. ............... 408,570 23,186 UnitedHealth Group, Inc. ............ 196,100 $ 12,036 --------- 577,161 Health Care Services - 0.2% Quest Diagnostics, Inc. * ........... 57,100 8,108 Insurance - 4.2% American International Group, Inc. .. 484,338 47,738 Chubb Corp. ......................... 100,000 8,650 Hartford Financial Services Group, Inc. ....................... 398,762 28,163 Lincoln National Corp. .............. 369,024 17,459 Marsh & McLennan Cos., Inc. ......... 166,056 19,428 St. Paul Cos., Inc. ................. 350,774 19,051 --------- 140,489 Machinery - 0.5% Ingersoll-Rand Co. .................. 366,374 15,342 Media - Publishing - 0.4% AT&T Corp. - Liberty Media Group - Cl. A * .......................... 997,162 13,524 Media - TV / Radio - 2.9% Clear Channel Communications, Inc. * ............................ 478,944 23,199 Infinity Broadcasting Corp. - Cl. A * ........................... 341,084 9,529 The Walt Disney Co. ................. 373,296 10,802 Time Warner, Inc. ................... 469,212 24,512 Viacom, Inc. - Cl. B * .............. 625,431 29,239 --------- 97,281 Natural Gas Distribution - 0.6% Enron Corp. ......................... 220,700 18,346 Oil - 1.2% BJ Services Co. * ................... 122,400 8,430 Royal Dutch Petroleum Co. - NY Shares ............................ 509,824 30,876 --------- 39,306 Oil & Natural Gas Exploration & Production - 3.5% Chevron Corp. ....................... 204,092 17,233 Exxon Mobil Corp. ................... 832,870 72,408 Kerr-McGee Corp. .................... 158,730 10,625 R&B Falcon Corp. * .................. 103,900 2,383 Transocean Sedco Forex, Inc. ........ 138,500 6,371 USX-Marathon Group .................. 322,936 8,961 --------- 117,981 Oil - Equipment & Service - 0.7% Baker Hughes, Inc. .................. 354,676 14,741 Nabors Industries, Inc. * ........... 152,500 9,021 --------- 23,762 142 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- GROWTH & INCOME FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Paper & Forest Products - 0.3% Kimberly-Clark Corp ............... 146,040 $ 10,324 Retail - Department Stores - 4.7% Home Depot, Inc. .................. 591,412 27,020 Kohl's Corp. ...................... 401,100 24,467 Limited, Inc. ..................... 464,518 7,926 Lowe's Cos., Inc. ................. 278,166 12,378 RadioShack Corp. .................. 375,378 16,071 Wal-Mart Stores, Inc. ............. 1,300,558 69,092 --------- 156,954 Retail - Drug Stores - 0.8% CVS Corp. ....................... 251,100 15,050 TJX Cos., Inc. .................. 378,746 10,510 --------- 25,560 Telecommunication Equipment - 1.5% CIENA Corp. * ..................... 45,500 3,697 JDS Uniphase Corp. * .............. 211,600 8,821 Nortel Networks Corp. ............. 700,538 22,461 QUALCOMM, Inc. * .................. 174,600 14,350 --------- 49,329 Telecommunication Services - 2.3% EchoStar Communications Corp. - Cl. A * ......................... 287,100 6,532 Nextel Communications, Inc. - Cl. A * ......................... 166,600 4,123 Qwest Communications International, Inc. * ........... 602,042 24,684 Sprint PCS (PCS Group) * .......... 281,600 5,755 Verizon Communications ............ 583,788 29,262 XO Communications, Inc. ........... 344,900 6,144 --------- 76,500 Telephone - 1.6% Metromedia Fiber Network, Inc. Cl. A * ......................... 388,000 3,928 SBC Communications, Inc. 844,460 40,323 Sprint Corp. ................. 432,234 8,780 --------- 53,031 U.S. Government Agencies - 1.2% Federal National Mortgage Assoc 451,870 39,200 --------- TOTAL COMMON STOCK- 98.1% 3,260,873 Par Market Name of Issuer Value Value (000's) (000's) SHORT-TERM INVESTMENTS - 3.2% Investment in joint trading account (Note B) 6.695% due 01/02/01 ............... $ 106,899 $ 106,957 ----------- ---------- TOTAL INVESTMENTS- 101.3% 3,367,830 Payables, less cash and receivables- (1.3)% (42,842) ----------- ---------- NET ASSETS- 100.0% 3,324,988 =========== ========== * Non-income producing security. See notes to financial statements. 143 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MANAGED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 1.2% General Dynamics Corp. (US) 72,744 $ 5,674 Honeywell International, Inc. (US) 97,104 4,594 Lockheed Martin Corp. (US) 52,200 1,772 Raytheon Co. - Cl. A (US) 149,900 4,347 United Technologies Corp. (US) 238,660 18,765 -------- 35,152 Auto & Truck Parts - 0.3% General Motors Corp. - Cl. H (US) 120,960 2,782 Lear Corp. (US) 144,600 3,588 Visteon Corp. (US) 210,500 2,421 -------- 8,791 Automobile - 0.3% AutoNation, Inc. * (US) 133,300 800 Ford Motor Co. (US) 331,300 7,765 -------- 8,565 Bank - 3.1% Bank of America Corp. (US) 561,700 25,768 Bank of New York Co., Inc. (US) 172,400 9,514 Comerica, Inc. (US) 162,372 9,641 FleetBoston Financial Corp. (US) 593,040 22,276 J.P. Morgan & Co., Inc. (US) 95,508 15,807 Washington Mutual, Inc. (US) 178,600 9,477 -------- 92,483 Business Services - 0.3% Automatic Data Processing, Inc. (US) 145,100 9,187 Chemical - 0.8% Air Products & Chemicals, Inc. (US) 184,632 7,570 Dow Chemical Co. (US) 323,200 11,837 Praxair, Inc. (US) 88,284 3,918 -------- 23,325 Commercial Services - 0.9% Galileo International, Inc. (US) 54,300 1,086 Interpublic Group Cos., Inc. (US) 321,900 13,701 Omnicom Group, Inc. (US) 99,960 8,284 R.R. Donnelley & Sons Co. (US) 171,108 4,620 -------- 27,691 Computer Equipment - 2.4% Compaq Computer Corp. (US) 326,988 4,921 Comverse Technology, Inc. (US) 46,200 5,019 Dell Computer Corp. (US) 59,800 1,043 Hewlett-Packard Co. (US) 320,648 10,120 Intel Corp. (US) 885,528 26,621 International Business Machines Corp. (US) 223,524 19,000 VERITAS Software Corp. (US) 70,400 6,160 -------- 72,884 Computer Software & Services - 4.5% America Online, Inc. (US) 360,696 $ 12,552 Cadence Design Systems, Inc. (US) 95,700 2,632 CheckFree Corp. (US) 58,900 2,503 DoubleClick, Inc. (US) 107,500 1,182 DST Systems, Inc. (US) 62,000 4,154 EMC Corp. (US) 284,088 18,892 First Data Corp. (US) 396,900 20,911 Genuity, Inc. (US) 197,900 1,002 Macromedia, Inc. (US) 21,100 1,282 Microsoft Corp. (US) 653,352 28,339 Oracle Corp. (US) 710,808 20,658 Peoplesoft, Inc. (US) 71,900 2,674 Siebel Systems, Inc. (US) 58,716 3,971 Sun Microsystems, Inc. (US) 390,600 10,888 Yahoo!, Inc. (US) 77,784 2,347 -------- 133,987 Consumer Miscellaneous - 0.8% Avery Dennison Corp. (US) 108,612 5,960 Black & Decker Corp. (US) 185,500 7,281 Clorox Co. (US) 111,200 3,947 Costco Wholesale Corp. (US) 100,200 4,002 Parker-Hannifin Corp. (US) 68,460 3,021 -------- 24,211 Cosmetic & Personal Care - 0.6% Avon Products, Inc. (US) 104,160 4,987 Colgate-Palmolive Co. (US) 120,000 7,746 Procter & Gamble Co. (US) 74,508 5,844 -------- 18,577 Diversified Operations - 4.3% Corning, Inc. (US) 139,300 7,357 El Paso Energy Corp. (US) 237,100 16,982 General Electric Co. (US) 1,333,800 63,939 Illinois Tool Works, Inc. (US) 131,975 7,861 Minnesota Mining & Manufacturing Co. (US) 94,080 11,337 Reynolds & Reynolds Co. - Cl. A (US) 149,604 3,029 Textron, Inc. (US) 1,600 74 Tyco International, Ltd. (BM) 317,400 17,616 -------- 128,195 Electric Power - 1.9% AES Corp. (US) 139,900 7,747 Allegheny Energy, Inc. (US) 87,300 4,207 Calpine Corp. (US) 93,400 4,209 Dominion Resources, Inc. (US) 97,104 6,506 Duke Energy Co. (US) 48,900 4,169 Exelon Corp. (US) 86,300 6,059 Fluor Corp. (US) 94,300 3,118 NiSource, Inc. (US) 100,100 3,078 Northeast Utilities (US) 137,700 3,339 Pinnacle West Capital Corp. (US) 180,400 8,591 144 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MANAGED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Electric Power - Continued Reliant Energy, Inc. (US) ................... 139,100 $ 6,025 -------- 57,048 Electrical Equipment - 0.1% Emerson Electric Co. (US) ................... 36,400 2,869 Electronic Products & Services - 3.4% Altera Corp. (US) ........................... 138,768 3,651 Analog Devices, Inc. (US) ................... 62,500 3,199 Applied Materials, Inc. (US) ................ 180,276 6,884 Applied Micro Circuits Corp. (US) ........... 67,500 5,066 Bookham Technology plc (GB) ................. 54,900 721 Cisco Systems, Inc. (US) .................... 1,046,664 40,035 KLA-Tencor Corp. (US) ....................... 53,000 1,786 Linear Technology Corp. (US) ................ 79,800 3,691 Maxim Integrated Products, Inc. (US) ........ 73,752 3,526 Micron Technology, Inc. (US) ................ 26,100 927 MIPS Technologies, Inc. - Cl. B (US) ........ 36,100 920 Motorola, Inc. (US) ......................... 284,508 5,761 PMC-Sierra, Inc. (US) ....................... 25,300 1,989 Sanmina Corp. (US) .......................... 56,500 4,329 Teradyne, Inc. (US) ......................... 58,600 2,183 Texas Instruments, Inc. (US) ................ 287,288 13,610 Xilinx, Inc. (US) ........................... 70,100 3,233 -------- 101,511 Energy - Alternative Source - 0.4% Dynegy, Inc. - Cl.A (US) .................... 197,100 11,050 Financial Services - 2.5% Citigroup, Inc. (US) ........................ 1,058,653 54,057 Household International, Inc. (US) .......... 50,100 2,755 Jersey Puerto Morgan Chase & Co. (US) ....... 69,804 3,172 Mellon Financial Corp. (US) ................. 139,524 6,863 Stillwell Financial, Inc. (US) .............. 193,284 7,623 -------- 74,470 Food, Beverage & Tobacco - 1.9% Anheuser-Busch Cos., Inc. (US) .............. 96,936 4,411 Campbell Soup Co. (US) ...................... 159,300 5,516 ConAgra, Inc. (US) .......................... 260,516 6,773 Kellogg Co. (US) ............................ 281,200 7,382 PepsiCo, Inc. (US) .......................... 266,884 13,227 Philip Morris Cos., Inc. (US) ............... 316,000 13,904 Williams Cos., Inc. (US) .................... 110,700 4,421 -------- 55,634 Health Care Products - 10.2% Abbott Laboratories (US) .................... 186,000 9,009 Allergan, Inc. (US) ......................... 97,100 9,401 ALZA Corp. (US) ............................. 153,400 6,520 American Home Products Corp. (US) ........... 193,704 12,310 AstraZeneca Group plc - ADR (GB) ............ 224,300 11,552 Baxter International, Inc. (US) ............. 117,100 10,341 Becton, Dickinson & Co. (US) ................ 42,400 1,468 Bristol-Myers Squibb Co. (US) ............... 346,668 25,632 Cardinal Health, Inc. (US) .................. 53,172 5,297 Eli Lilly & Co. (US) ........................ 35,400 3,294 ENZON, Inc. (US) ............................ 67,000 4,158 Forest Laboratories, Inc. (US) .............. 101,640 13,505 Genetech, Inc. (US) ......................... 22,200 1,809 Guidant Corp. (US) .......................... 63,400 3,420 Johnson & Johnson (US) ...................... 219,492 23,060 Laboratory Corporation of America Holdings (US) ....................... 39,000 6,864 Medtronic, Inc. (US) ........................ 276,300 16,682 Merck & Co., Inc. (US) ...................... 372,540 34,879 Pfizer, Inc. (US) ........................... 1,737,600 79,930 Pharmacia Corp. (US) ........................ 265,200 16,177 Schering-Plough Corp. (US) .................. 166,152 9,429 -------- 304,737 Health Care Services - 0.2% Wellpoint Health Networks, Inc. (US) ........ 56,300 6,488 Insurance - 3.2% Allstate Corp. (US) ......................... 100,000 4,356 American International Group, Inc. (US) ..... 194,600 19,180 Chubb Corp. (US) ............................ 75,000 6,488 Hartford Financial Services Group, Inc. (US) ...................................... 282,500 19,952 Jefferson-Pilot Corp. (US) .................. 32,200 2,407 Lincoln National Corp. (US) ................. 270,100 12,779 Marsh & McLennan Cos., Inc. (US) ............ 44,856 5,248 St. Paul Cos., Inc. (US) .................... 202,100 10,977 Torchmark, Inc. (US) ........................ 145,200 5,581 XL Capital, Ltd. - Cl. A (BM) ............... 105,252 9,196 -------- 96,164 Leisure & Recreation - 0.1% Carnival Corp. (PA) ......................... 116,800 3,599 Machinery - 0.3% Ingersoll-Rand Co. (US) ..................... 234,500 9,820 Media - Publishing - 0.5% AT&T Corp. - Liberty Media Group - Cl A (US) .................................... 1,026,900 13,927 Media - TV / Radio - 1.8% Cablevision Systems Corp. - Cl. A (US) ...... 135,900 11,543 Charter Communications, Inc. - Cl. A (US) ...................................... 90,700 2,058 Clear Channel Communications, Inc. (US) ...................................... 140,448 6,803 Fox Entertainment Group, Inc. - Cl. A (US) ...................................... 71,000 1,269 Infinity Broadcasting Corp. - Cl. A (US) .... 134,652 3,762 Time Warner, Inc. (US) ...................... 251,184 13,122 USA Networks, Inc. (US) ..................... 8,600 167 145 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MANAGED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Media - TV / Radio - Continued Viacom, Inc. - Cl. B (US) ................... 308,953 $ 14,443 --------- 53,167 Metals & Mining - 0.3% Alcoa, Inc. (US) ............................ 291,500 9,765 Oil - 0.8% Conoco, Inc. - Cl. A (US) ................... 151,032 4,323 Royal Dutch Petroleum Co. - NY Shares (NL) ...................................... 327,180 19,815 --------- 24,138 Oil & Natural Gas Exploration & Production - 1.8% Chevron Corp. (US) .......................... 76,440 6,454 Exxon Mobil Corp. (US) ...................... 479,860 41,707 Kerr-McGee Corp. (US) ....................... 61,908 4,144 Texaco, Inc. (US) ........................... 48,400 3,007 --------- 55,312 Oil - Equipment & Service - 0.5% Baker Hughes, Inc. (US) ..................... 286,780 11,919 Weatherford International, Inc. (US) ........ 52,300 2,471 --------- 14,390 Paper & Forest Products - 0.2% Kimberly-Clark Corp. (US) ................... 86,016 6,080 Personal & Commercial Lending - 0.6% USA Education, Inc. (US) .................... 271,100 18,435 Precious Metals/Gems/Stones - 0.0% Newmont Mining Corp. (US) ................... 73,000 1,245 Retail - Department Stores - 2.9% Circuit City Stores, Inc. (US) .............. 175,000 2,012 Dollar General Corp. (US) ................... 159,100 3,003 Gap, Inc. (US) .............................. 253,780 6,471 Home Depot, Inc. (US) ....................... 258,552 11,813 Kohl's Corp. (US) ........................... 179,200 10,931 Limited, Inc. (US) .......................... 168,588 2,876 Lowe's Cos., Inc. (US) ...................... 263,800 11,739 RadioShack Corp. (US) ....................... 200,100 8,567 Tiffany & Co. (US) .......................... 137,600 4,352 Wal-Mart Stores, Inc. (US) .................. 485,772 25,807 --------- 87,571 Retail - Drug Stores - 0.5% CVS Corp. (US) .............................. 63,000 3,776 TJX Cos., Inc. (US) ......................... 261,700 7,262 Walgreen Co. (US) ........................... 84,000 3,512 --------- 14,550 Retail - Food - 0.1% McDonald's Corp. (US) ....................... 93,900 3,193 Shoe & Apparel Manufacturing - 0.1% Nike, Inc. - Cl. B (US) ..................... 53,800 3,003 Telecommunication Equipment - 0.8% ADC Telecommunications, Inc. (US) ........... 140,700 2,550 JDS Uniphase Corp. (US) ..................... 98,000 4,085 Nokia Oyj - ADR (FI) ........................ 109,700 4,772 Nortel Networks Corp. (CA) .................. 399,672 12,815 --------- 24,222 Telecommunication Services - 1.3% Adelphia Communications Corp. - Cl. A (US) ...................................... 53,800 2,777 CNF Transportation, Inc. (US) ............... 41,700 1,410 EchoStar Communications Corp. - Cl. A (US) ...................................... 61,000 1,388 Qwest Communications International, Inc. (US) ................................. 371,176 15,218 Sprint PCS (PCS Group) (US) ................. 271,700 5,553 Verizon Communications (US) ................. 181,944 9,120 WorldCom, Inc. (US) ......................... 189,300 2,662 --------- 38,128 Telephone - 1.2% AT&T Corp. (US) ............................. 107,100 1,854 BellSouth Corp. (US) ........................ 92,652 3,793 SBC Communications, Inc. (US) ............... 509,780 24,342 Sprint Corp. (US) ........................... 299,716 6,088 --------- 36,077 Transportation Services - 0.4% Canadian National Railway Co. (CA) .......... 113,300 3,364 Ryder System, Inc. (US) ..................... 169,260 2,814 Union Pacific Corp. (US) .................... 137,032 6,954 --------- 13,132 U.S. Government Agencies - 0.9% Federal National Mortgage Assoc. (US) ....... 299,500 25,982 --------- TOTAL COMMON STOCK- 58.4% 1,748,766 Par Value (000's) CORPORATE BONDS Personal & Commercial Lending - 0.6% MBNA Master Credit Card Trust (US) 6.6% due 11/15/04 ........................... $ 10,231 10,339 MBNA Master Credit Card Trust II (US) 6.4% due 01/18/05 ........................... 7,147 7,211 Sears Credit Account Master Trust - Ser. 1998-2 Cl. A (US) 5.25% due 10/16/08 .......................... 1,000 986 --------- TOTAL CORPORATE BONDS- 0.6% 18,536 146 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MANAGED FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS Aerospace & Defense - 0.2% Boeing Cap. Corp. - Sr. Notes (US) 7.1% due 09/27/05 ........................... $ 500 $ 521 Lockheed Martin Corp. - Bonds (US) 8.5% due 12/01/29 ........................... 3,443 3,907 Raytheon Co. - Notes (US) 6.45% due 08/15/02 .......................... 2,290 2,281 ---------- 6,709 Automobile - 0.5% Ford Motor Co. - Bonds (US) 6.625% due 10/01/28 ......................... 13,024 11,024 General Motors (US) 1.25% due 12/20/04 .......................... 500,000 4,353 Hertz Corp. (US) 7.625% due 08/15/07 ......................... 500 515 ---------- 15,892 Bank - 3.3% Bank of America Corp. - Sub. Notes (US) 7.8% due 02/15/10 ........................... 15,713 16,354 Banponce Financial Corp. Mountain Bank Ent - Ser C. (US) 6.58% due 11/25/03 .......................... 8,900 8,946 Development Bank of JAPAN (JP) 1.75% due 06/21/10 .......................... 790,000 7,033 European Investment Bank - Notes (XU) 3.0% due 09/20/06 ........................... 620,000 6,048 European Investment Bank - Sr. Unsub (LU) 6.0% due 11/26/04 ........................... 1,350 2,035 European Investment Bank (XU) 8.75% due 08/25/17 .......................... 960 1,957 European Investor Bank (LU) 8.0% due 06/10/03 ........................... 250 393 Federal Home Loan Bank - Notes (US) 5.125% due 09/15/03 ......................... 1,250 1,234 International Bank of Reconstruction & Development - Notes (XU) 2.0% due 02/18/08 ........................... 1,170,000 10,698 International Bank of Reconstruction & Development - Debs. (XU) 4.5% due 03/20/03 ........................... 1,080,000 10,251 International Bank of Reconstruction & Development - Debs. (JP) 4.75% due 12/20/04 .......................... 650,000 6,563 International Bank of Reconstruction & Development - Debs. (XU) 9.25% due 07/20/07 .......................... 2,710 4,811 J.P. Morgan & Co., Inc. - Sr Notes (US) 5.75% due 02/25/04 .......................... 2,000 1,964 Korea Development Bank - Bonds (US) 7.125% due 09/17/01 ......................... 4,600 4,608 Korea Development Bank - Notes (US) 7.125% due 04/22/04 ......................... 7,273 7,218 Wells Fargo Bank NA - Sub. (US) 7.55% due 06/21/10 .......................... 8,106 8,579 ---------- 98,692 Brokerage & Investment Management - 0.3% Lehman Brothers Holdings, Inc. - Notes (US) 6.5% due 10/01/02 ........................... 7,010 7,007 6.625% due 04/01/04 ......................... 2,000 1,993 Regional Diversified Funding, Ltd. (US) 9.25% due 03/15/30 .......................... 1,000 1,005 ---------- 10,005 Business Services - 0.1% Comdisco, Inc. - Notes (US) 5.95% due 04/30/02 .......................... 4,200 3,444 Computer Equipment - 0.1% International Business Machines Corp. - Notes (US) 5.375% due 02/01/09 ......................... 500 463 5.625% due 04/12/04 ......................... 2,870 2,830 ---------- 3,293 Electric Power - 0.1% Ontario-Hydro (CA) 9.0% due 06/24/02 ........................... 2,800 1,960 Financial Services - 5.4% Associates Corp. of North America - Sr Notes (US) 5.5% due 02/15/02 ........................... 4,000 3,978 6.25% due 11/01/08 .......................... 8,618 8,310 Capital One Financial Corp. - Notes (US) 7.25% due 12/01/03 .......................... 8,562 8,547 Chase Commercial Mortgage Securities Corp. - Ser. 1997-1 Cl. A2 (US) 7.37% due 02/19/07 .......................... 10,722 11,269 Contimortgage Home Equity Loan Trust (US) 6.0% due 12/25/16 ........................... 12,093 11,927 Countrywide Funding Corp. (US) 7.0% due 10/25/23 ........................... 7,256 7,277 Credit Suisse First Boston Mortgage Securities Corp. (US) 7.545% due 04/15/10 ......................... 4,533 4,842 First Union National Nank - Sub. Notes (US) 7.8% due 08/18/10 ........................... 7,739 7,983 General Motors Acceptance Corp. (US) 7.5% due 07/15/05 ........................... 8,118 8,312 Green Tree Financial Corp. (US) 6.68% due 01/15/29 .......................... 9,471 9,512 147 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MANAGED FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Financial Services - Continued Green Tree Financial Corp. - Ser. 1996-8 Cl. A6 (US) 7.6% due 10/15/27 ........................... $ 7,723 $ 8,010 Green Tree Financial Corporation - Ser 1997-6 Cl. A7 (US) 7.14% due 01/15/29 .......................... 500 511 Household Finance Corp. - Sr. Notes (US) 5.125% due 06/24/09 ......................... 6,300 5,496 Household Finance Corp. - Notes (US) 7.875% due 03/01/07 ......................... 7,369 7,670 KFW International Finance - Debs. (US) 10.625% due 09/03/01 ........................ 500 769 LB-UBS Commercial Mortgage Trust - Ser. 2000-C4 Cl. A2 (US) 7.37% due 06/15/10 .......................... 15,318 16,242 Lehman Brothers Holdings - Notes (US) 7.75% due 01/15/05 .......................... 8,062 8,330 Mortgage Capital Funding, Inc. - Ser 1996 - MC2 Cl. A1 (US) 6.758% due 02/20/04 ......................... 9,997 10,114 NiSource Finance Corp. Ser. 144A (a) (US) 7.5% due 11/15/03 ........................... 500 513 NiSource Finance Corp. - 144A (a) (US) 7.875% due 11/15/10 ......................... 1,375 1,445 PNC Funding Corp. - Sub. Notes (US) 7.5% due 11/01/09 ........................... 8,094 8,371 Residential Asset Securities Corp. (US) 6.11% due 05/25/24 .......................... 8,062 8,038 Salomon, Inc. - Sr. Notes (US) 7.2% due 02/01/04 ........................... 2,300 2,349 Southern Pacific Secured Assets Corp. (US) 6.27% due 03/25/19 .......................... 1,392 1,387 ---------- 161,202 Food, Beverage & Tobacco - 0.2% Conagra Inc. - Notes (US) 7.5% due 09/15/05 ........................... 1,000 1,045 7.875% due 09/15/10 ......................... 500 539 Nabisco, Inc. - Deb. (US) 7.55% due 06/15/15 .......................... 1,000 943 Philip Morris Cos., Inc. - Debs. (US) 8.25% due 10/15/03 .......................... 3,055 3,135 The Kroger Co. (US) 8.05% due 02/01/10 .......................... 500 538 Williams Cos., Inc. - Notes (US) 6.5% due 08/01/06 ........................... 500 494 ---------- 6,694 Foreign - 0.3% Queensland Treasury Corp. - Bonds (AU) 6.5% due 06/14/05 ........................... 460 264 Queensland Treasury Corp. - Global Notes (AU) 8.0% due 08/14/01 ........................... 400 225 Queensland Treasury Corp. (AU) 8.0% due 09/14/07 ........................... 1,395 875 Treuhandanstalt (DE) 7.75% due 10/01/02 .......................... 6,410 6,340 ---------- 7,704 Foreign Governmental - 4.4% Government of Canada - Debs. (CA) 9.75% due 06/01/21 .......................... 2,470 2,435 11.0% due 06/01/09 .......................... 2,830 2,586 12.0% due 03/01/05 .......................... 1,785 1,477 Government of France - Bonds (FR) 8.5% due 04/25/03 ........................... 7,300 7,437 9.5% due 01/25/01 ........................... 6,860 6,456 Government of Japan - Bonds (JP) 2.2% due 09/21/20 ........................... 650,000 5,607 Government of Netherlands - Bonds (NL) 6.5% due 04/15/03 ........................... 8,100 7,909 7.75% due 03/01/05 .......................... 10,700 11,221 Government of Sweden - Debs. (SE) 6.5% due 10/25/06 ........................... 9,200 1,070 6.75% due 05/05/14 .......................... 4,700 584 Government of Sweden - Bonds (SE) 10.25% due 05/05/03 ......................... 11,450 1,370 Republic of Greece (GR) 5.9% due 02/11/03 ........................... 200,000 563 6.0% due 05/19/10 ........................... 435,000 1,245 Hellenic Republic - Bonds (GR) 5.95% due 03/24/05 .......................... 243,000 693 Kingdom of Denmark - Bonds (DK) 7.0% due 11/15/07 ........................... 6,300 881 7.0% due 11/10/24 ........................... 3,000 449 8.0% due 05/15/03 ........................... 13,650 1,833 Kingdom of Spain - Notes (ES) 3.1% due 09/20/06 ........................... 1,260,000 12,297 Province of Ontario (CA) 7.75% due 06/04/02 .......................... 4,000 4,101 Province of Quebec - Debs (CA) 7.5% due 09/15/29 ........................... 9,780 10,529 Queensland Treasury Corp. (XU) 6.0% due 06/14/11 ........................... 280 158 Republic of Chile (US) 6.875% due 04/28/09 ......................... 3,795 3,686 Republic of Italy - Notes (IT) 3.5% due 06/20/01 ........................... 800,000 7,096 Republic of Italy - Bonds (IT) 4.5% due 05/01/09 ........................... 13,800 12,407 Republic of Italy (XU) 6.0% due 08/04/28 ........................... 1,600 2,637 Republic of Italy - Debs. (IT) 8.5% due 01/01/04 ........................... 6,600 6,854 148 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MANAGED FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Foreign Governmental - Continued 9.0% due 11/01/23 ........................... $ 12,000 $ 15,982 10.5% due 04/28/14 .......................... 1,250 2,677 -------- 132,240 Health Care Products - 0.2% Beckman Instruments, Inc. - Sr. Notes (US) 7.1% due 03/04/03 ........................... 4,837 4,771 Health Care Services - 0.1% Tenet Healthcare Corp. - Sr. Notes (US) 8.0% due 01/15/05 ........................... 3,950 4,000 United Healthcare - Notes (US) 7.5% due 11/15/05 ........................... 500 517 -------- 4,517 Leisure & Recreation - 0.0% MGM Mirage, Inc. (US) 8.5% due 09/15/10 ........................... 500 515 Media - TV / Radio - 0.8% Belo AH Corp. - Sr. Notes (US) 7.125% due 06/01/07 ......................... 500 479 CBS, Corp. - Sr. Notes (US) 7.15% due 05/20/05 .......................... 3,525 3,591 Chancellor Media Corp. (US) 8.0% due 11/01/08 ........................... 750 746 Charter Communication Holdings LLC - Sr. Notes (US) 8.25% due 04/01/07 .......................... 1,000 915 Clear Channel Communications (US) 7.65% due 09/15/10 .......................... 500 511 Fox Sports Networks LLC - Sr. Disc Notes (US) 0.0% due 08/15/07 ........................... 750 637 Fox/Liberty Networks LLC - Sr. Notes (US) 8.875% due 08/15/07 ......................... 1,000 995 Liberty Media Corp. - Bonds (US) 7.875% due 07/15/09 ......................... 1,500 1,477 News America, Inc. - Debs. (US) 7.125% due 04/08/28 ......................... 3,483 2,839 Time Warner, Inc. (US) 6.625% due 05/15/29 ......................... 4,079 3,698 Time Warner, Inc. - Debs (US) 7.25% due 10/15/17 .......................... 500 490 Time Warner, Inc. - Notes (US) 8.18% due 08/15/07 .......................... 2,075 2,207 Viacom, Inc. (US) 7.7% due 07/30/10 ........................... 5,250 5,516 -------- 24,101 Municipals - 0.2% Tennessee Valley Authority - Bonds (US) 6.375% due 09/18/06 ......................... 11,000 5,622 Natural Gas Distribution - 0.2% Florida Gas Transmission Co. (US) 7.875% due 12/01/10 ......................... 750 773 KN Energy, Inc. - Sr. Notes (US) 6.45% due 03/01/03 .......................... 4,590 4,579 Williams Gas Pipeline Center - Sr. Notes 144A (a) (US) 7.375% due 11/15/06 ......................... 1,300 1,336 -------- 6,688 Oil - 0.1% Coastal Corp. (US) 7.75% due 06/15/10 .......................... 500 527 Conoco, Inc. - Notes (US) 5.9% due 04/15/04 ........................... 500 495 Pennzoil - Quaker State - Notes (US) 8.65% due 12/01/02 .......................... 750 754 -------- 1,776 Oil & Natural Gas Exploration & Production - 0.3% Amerada Hess Corp. - Bonds (US) 7.875% due 10/01/29 ......................... 2,749 2,874 Gulf Canada Resources, Ltd. - Sr. Notes (CA) 8.35% due 08/01/06 .......................... 4,460 4,527 -------- 7,401 Oil - Equipment & Service - 0.1% Petroleum Geo-Services ASA - Sr. Notes (NO) 7.125% due 03/30/28 ......................... 4,519 3,642 Paper & Forest Products - 0.0% Fort James Corp. - Sr. Notes (US) 6.875% due 09/15/07 ......................... 500 445 Personal & Commercial Lending - 3.2% Asset Backed Securities Corp. - Series 2000-LB1 Cl. AF2 (US) 7.57% due 03/21/24 .......................... 6,795 6,918 Citibank Credit Card Issuance Trust - Ser 2000 Cl. C1 (US) 7.45% due 09/15/07 .......................... 500 523 Countrywide Alternative Loan Trust - Ser 1999-1 Cl. A4 (US) 6.75% due 06/25/29 .......................... 7,569 7,525 Credit Suisse First Boston, Inc. (US) 7.29% due 09/15/09 .......................... 8,062 8,496 CS First Boston Mortgage Securities Corp. (US) 6.91% due 01/15/08 .......................... 5,953 6,119 EQCC Home Equity Loan Trust (US) 6.223% due 06/25/11 ......................... 7,498 7,476 Ford Motor Credit Co. (US) 1.2% due 02/07/05 ........................... 500,000 4,310 149 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MANAGED FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Personal & Commercial Lending - Continued Ford Motor Credit Co. (LU) 5.25% due 06/16/08 .......................... $10,250 $ 4,669 Ford Motor Credit Co. - Notes (US) 6.125% due 04/28/03 ......................... 3,000 2,973 Ford Motor Credit Co. (US) 7.875% due 06/15/10 ......................... 500 515 General Motors Acceptance Corp. (US) 4.0% due 02/09/06 ........................... 6,800 5,913 General Motors Acceptance Corp. - Bonds (US) 5.5% due 01/14/02 ........................... 5,000 4,966 Goldman Sachs Group, Inc. (US) 7.8% due 01/28/10 ........................... 8,618 9,063 Household Finance Corp. - Notes (US) 6.0% due 05/01/04 ........................... 7,020 6,890 Money Store Home Equity Trust - Ser 1996-B A7 (US) 7.55% due 02/15/20 .......................... 4,977 4,990 Residential Asset Products (US) 7.21% due 11/25/19 .......................... 8,500 8,522 Residential Asset Securities Corp. (US) 7.18% due 01/25/25 .......................... 4,000 4,053 U.S. West Capital Funding, Inc. (US) 6.875% due 07/15/28 ......................... 2,709 2,369 ------- 96,290 Pollution Control - 0.1% Waste Management, Inc. - Notes (US) 7.7% due 10/01/02 ........................... 400 400 WMX Technologies, Inc. - Notes (US) 7.1% due 08/01/26 ........................... 1,000 988 7.125% due 06/15/01 ......................... 2,715 2,704 ------- 4,092 Real Estate Investment Trust - 0.5% Residential Asset Securitization Trust - Ser. 1998-A8 Cl. A3 (US) 6.75% due 08/25/28 .......................... 14,765 14,698 Retail - Department Stores - 0.5% Federated Department Stores, Inc. - Sr Notes (US) 8.5% due 06/15/03 ........................... 6,502 6,691 Wal Mart Stores, Inc. (US) 7.55% due 02/15/30 .......................... 7,405 8,217 ------- 14,908 Telecommunication Equipment - 0.0% Crown Castle International Corp. - Sr Notes (US) 10.75% due 08/01/11 ......................... 1,000 1,037 Spectrasite Holdings, Inc. - Sr. Notes Ser. B (US) 10.75% due 03/15/10 ......................... 500 445 ------- 1,482 Telecommunication Services - 0.2% CSC Holdings, Inc. - Sr. Notes (US) 8.125% due 07/15/09 ......................... 5,000 5,111 Vodafone Group plc - Notes (US) 7.625% due 02/15/05 ......................... 500 515 ------- 5,626 Telephone - 0.4% AT&T Corp. - Notes (US) 5.625% due 03/15/04 ......................... 4,000 3,821 CenturyTel, Inc. - Sr. Notes Ser. H (US) 8.375% due 10/15/10 ......................... 2,000 2,083 MCI WorldCom, Inc. - Notes (US) 7.75% due 04/01/07 .......................... 5,289 5,298 ------- 11,202 U.S. Government Agencies - 11.3% Federal Home Loan Mortgage Corp. (XU) 0.0% due 09/15/10 ........................... 5,375 5,176 Federal National Mortgage Assoc. - Notes (US) 4.75% due 11/14/03 .......................... 11,000 10,744 7.0% due 07/15/05 ........................... 5,200 5,458 Federal National Mortgage Assoc. (US) 6.0% due 01/25/30 ........................... 34,287 33,194 6.0% due 05/15/08 ........................... 13,000 13,049 6.375% due 06/15/09 ......................... 16,500 16,920 6.5% due 01/25/15 ........................... 17,244 17,239 6.5% due 01/25/30 ........................... 11,843 11,680 6.5% due 07/01/29 ........................... 2,994 2,953 6.5% due 08/01/13 ........................... 2,928 2,927 6.5% due 08/01/30 ........................... 1,990 1,963 6.75% due 08/15/02 .......................... 15,767 16,028 7.0% due 01/25/30 ........................... 38,208 38,268 7.0% due 04/01/29 ........................... 12,868 13,053 7.0% due 11/01/30 ........................... 3,993 3,999 7.0% due 12/01/30 ........................... 1,000 1,002 7.25% due 05/15/30 .......................... 13,608 15,487 7.5% due 01/25/15 ........................... 20,961 21,406 7.5% due 01/25/30 ........................... 29,230 29,659 7.5% due 11/01/30 ........................... 7,993 8,110 7.5% due 12/01/30 ........................... 3,000 3,044 8.0% due 01/25/30 ........................... 15,054 15,426 8.0% due 12/01/29 ........................... 3,000 3,074 150 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- MANAGED FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued U.S. Government Agencies - Continued Government National Mortgage Assoc. (US) 6.0% due 12/15/28 ........................ $ 3,969 $ 3,851 7.0% due 08/15/29 ........................ 1,492 1,499 7.5% due 10/15/30 ........................ 3,997 4,066 7.5% due 11/15/30 ........................ 999 1,016 7.5% due 12/15/30 ........................ 10,892 11,079 8.0% due 11/15/30 ........................ 7,994 8,204 8.0% due 12/15/17 ........................ 17,829 18,425 --------- 337,999 U.S. Governmental - 5.4% U.S. Treasury - Notes (US) 5.25% due 08/15/03 ....................... 4,875 4,890 5.625% due 02/15/06 ...................... 4,500 4,605 5.625% due 05/15/08 ...................... 4,000 4,105 5.75% due 08/15/10 ....................... 2,500 2,620 5.875% due 11/15/05 ...................... 7,699 7,964 6.25% due 02/15/07 ....................... 13,500 14,251 6.375% due 08/15/02 ...................... 4,250 4,321 6.875% due 05/15/06 ...................... 2,000 2,163 U.S. Treasury - Bonds (US) 5.25% due 02/15/29 ....................... 10,658 10,210 5.875% due 11/15/04 ...................... 11,635 11,939 6.75% due 08/15/26 ....................... 14,010 16,212 8.875% due 08/15/17 ...................... 57,564 78,243 --------- 161,523 --------- TOTAL PUBLICLY-TRADED BONDS- .................. 38.5% 1,155,133 SHORT-TERM INVESTMENTS - 8.1% Investment in joint trading account (Note B) (US) 6.695% due 01/02/01 ...................... 242,351 242,351 --------- ---------- TOTAL INVESTMENTS- ........................ 105.6% 3,164,786 Payables, less cash and receivables- .......... (5.6)% (168,992) --------- ---------- NET ASSETS- ............................ 100.0% 2,995,794 ========= ========== ADR - American Depository Receipt (a) Pursuant to Rule 144A under the Securities Act of 1993, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2000, securities aggregated $3,294 or 0.01% of net assets of the Portfolio. See notes to financial statements. SUMMARY OF LONG-TERM SECURITIES BY COUNTRY % of Market Long-Term Country Value Invest- Industry Abbreviation (000s) ments Australia ......................... AU $ 1,365 0.1% Greece ............................ GR 2,501 0.1% Sweden ............................ SE 3,024 0.1% Denmark ........................... DK 3,163 0.1% Panama ............................ PA 3,599 0.1% Norway ............................ NO 3,642 0.1% Finland ........................... FI 4,772 0.2% Germany ........................... DE 6,339 0.2% Luxembourg ........................ LU 7,097 0.3% United Kingdom .................... GB 12,272 0.4% Spain ............................. ES 12,297 0.4% France ............................ FR 13,893 0.5% Japan ............................. JP 19,202 0.7% Bermuda ........................... BM 26,812 0.9% Netherlands ....................... NL 38,945 1.3% Supra National .................... XU 41,735 1.4% Canada ............................ CA 43,793 1.5% Italy ............................. IT 45,017 1.5% United States ..................... US 2,632,967 90.1% ---------- ----- $2,922,435 100.0% ========== ===== 151 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SHORT-TERM BOND FUND Par Market Name of Issuer Value Value (000's) (000's) CORPORATE BONDS Financial Services - 1.3% Chase Credit Card Master Trust - Cl. A 1998-3 6.0% due 08/15/05 ............................. $1,075 $1,080 Personal & Commercial Lending - 1.2% MBNA Master Credit Card Trust 6.6% due 11/15/04 ............................. 935 945 ------ TOTAL CORPORATE BONDS- 2.5% 2,025 PUBLICLY-TRADED BONDS Aerospace & Defense - 0.6% Raytheon Co. - Notes 6.45% due 08/15/02 ............................ 500 498 Bank - 8.8% BankBoston Corp. - Sr. Notes 6.125% due 03/15/02 ........................... 1,900 1,899 Banponce Corp. - Notes 6.54% due 11/06/01 ............................ 1,000 1,003 Capital One Bank - Notes 7.0% due 04/30/01 ............................. 1,000 1,002 First Union Corp. - Notes 6.95% due 11/01/04 ............................ 500 506 J.P. Morgan & Co., Inc. - Sr. Notes 5.75% due 02/25/04 ............................ 1,000 982 Star Banc Corp. - Notes 5.875% due 11/01/03 ........................... 600 593 Westpac Banking Corp. - Sub. Debs ............. 9.125% due 08/15/01 ........................... 1,000 1,017 ------ 7,002 Brokerage & Investment Management - 3.6% Donaldson, Lufkin & Jenrette, Inc. - Sr. Notes 5.875% due 04/01/02 ........................... 1,900 1,894 Lehman Brothers Holdings, Inc. - Notes 6.5% due 10/01/02 ............................. 470 470 Morgan Stanley, Dean Witter, Discover & Co. ... 5.625% due 01/20/04 ........................... 500 490 ------ 2,854 Business Services - 0.5% Comdisco, Inc. - Notes 5.95% due 04/30/02 ............................ 500 410 Computer Equipment - 0.6% International Business Machines Corp. - Notes 5.625% due 04/12/04 ........................... 500 493 Cosmetic & Personal Care - 2.5% Dial Corp. - Notes 5.9% due 10/25/01 ............................. 2,000 1,982 Diversified Operations - 3.3% CMS Panhandle Holding - Sr. Notes 6.125% due 03/15/04 ........................... 1,000 963 El Paso Energy Corp. - Sr. Notes 6.625% due 07/15/01 ........................... 500 500 Diversified Operations - Continued Tyco International Group SA 6.125% due 06/15/01 ........................... $1,200 $1,195 ------ 2,658 Electric Power - 0.6% Niagara Mohawk Power Corp. - Sr. Notes 7.25% due 10/01/02 ............................ 499 504 Financial Services - 11.6% Associates Corp. of North America - Sr. Notes 5.75% due 11/01/03 ............................ 450 444 General Electric Capital Corp. ................ 7.5% due 05/15/05 ............................. 3,150 3,327 General Motors Acceptance Corp. - Notes 7.48% due 02/28/03 ............................ 1,200 1,225 Green Tree Financial Corp. - Ser. 1996-8 Cl. A6 7.6% due 10/15/27 ............................. 680 705 Heller Financial, Inc. - Notes 6.25% due 03/01/01 ............................ 1,500 1,499 Lehman Brothers Holdings - Notes 6.625% due 02/05/06 ........................... 600 594 PNC Funding Corp. ............................. 7.0% due 09/01/04 ............................. 500 509 Salomon, Inc. - Sr. Notes 7.2% due 02/01/04 ............................. 500 511 U.S. West Capital Funding, Inc. ............... 6.875% due 08/15/01 ........................... 500 501 ------ 9,315 Food, Beverage & Tobacco - 0.8% Philip Morris Cos., Inc. - Debs ............... 8.25% due 10/15/03 ............................ 640 657 Health Care Products - 1.8% Beckman Instruments, Inc. - Sr. Notes 7.1% due 03/04/03 ............................. 1,475 1,455 Health Care Services - 0.5% Tenet Healthcare Corp. - Sr. Notes 8.625% due 12/01/03 ........................... 360 368 Media - TV / Radio - 1.3% Continental Cablevision - Sr. Notes 8.5% due 09/15/01 ............................. 1,010 1,021 Natural Gas Distribution - 2.3% Enron Corp. - Debs ............................ 9.125% due 04/01/03 ........................... 500 527 KN Energy, Inc. - Sr. Notes 6.45% due 03/01/03 ............................ 1,300 1,297 ------ 1,824 Oil - 1.3% Coastal Corp. - Sr. Notes 8.125% due 09/15/02 ........................... 500 517 152 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SHORT-TERM BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Oil - Continued Conoco, Inc. - Notes 5.9% due 04/15/04 ................................. $ 550 $ 545 ------ 1,062 Oil & Natural Gas Exploration & Production - 1.5% Gulf Canada Resources, Ltd. - Sr. Notes 8.35% due 08/01/06 ................................ 170 179 Occidental Petroleum Corp. - Notes 8.5% due 11/09/01 ................................. 1,000 1,012 ------ 1,191 Oil - Equipment & Service - 1.2% Petroleum-Geo Services ASA - Bonds 6.25% due 11/19/03 ................................ 1,000 979 Personal & Commercial Lending - 7.6% American General Finance Corp. - Notes 5.75% due 11/23/01 ................................ 1,270 1,266 Asset Backed Securities Corp. - Series 2000-LB1 Cl. AF2 7.57% due 03/21/24 ................................ 177 180 Covenant Transport, Inc. - Cl. A 7.6% due 12/15/29 ................................. 252 259 Ford Motor Credit Co. - Sr. Notes 5.75% due 02/23/04 ................................ 1,500 1,452 Green Tree Financial Corp. - Ser. 1996-F 7.3% due 01/15/28 ................................. 131 132 Household Finance Corp. - Notes 6.0% due 05/01/04 ................................. 1,000 981 Money Store Home Equity Trust - Ser 1996-B A7 ..... 7.55% due 02/15/20 ................................ 146 146 Money Store Home Equity Trust - Ser 1997-D AF3 .... 6.345% due 11/15/21 ............................... 227 227 Residential Asset and Mortgage Products 7.21% due 11/25/19 ................................ 1,500 1,504 ------ 6,147 Pollution Control - 0.7% WMX Technologies, Inc. - Notes 7.125% due 06/15/01 ............................... 570 568 Real Estate Investment Trust - 0.4% Residential Asset Securitization Trust - Ser. 1998- A8 Cl. A3 6.75% due 08/25/28 ................................ 293 292 Retail - Department Stores - 2.5% Dillard's, Inc. - Notes 5.79% due 11/15/01 ................................ 975 895 Federated Department Stores, Inc. - Sr. Notes 8.5% due 06/15/03 ................................. 1,090 1,122 ------ 2,017 Retail - Food - 0.6% Safeway, Inc. - Notes 5.875% due 11/15/01 ............................ 500 498 Telecommunication Services - 1.9% Cox Communications, Inc. - Notes 7.0% due 08/15/01 .............................. 1,500 1,496 Telephone - 1.9% MCI Worldcom, Inc. - Sr. Notes 6.125% due 08/15/01 ............................ 1,500 1,495 Transportation Services - 2.5% Norfolk Southern Corp. - Notes 6.875% due 05/01/01 ............................ 2,000 1,999 U.S. Government Agencies - 20.2% Federal Home Loan Bank 8.0% due 06/01/10 .............................. 1,181 1,218 Federal Home Loan Mortgage Corp. 7.75% due 01/15/21 ............................. 292 292 Federal National Mortgage Assoc. 6.375% due 10/15/02 ............................ 3,500 3,546 6.5% due 09/01/02 .............................. 1,380 1,375 6.75% due 08/15/02 ............................. 3,750 3,812 7.0% due 01/01/03 .............................. 4,166 4,164 7.0% due 12/01/10 .............................. 1,692 1,715 ------ 16,122 U.S. Governmental - 13.2% U.S. Treasury 4.25% due 11/15/03 ............................. 530 518 4.5% due 01/31/01 .............................. 910 909 5.875% due 02/15/04 ............................ 2,810 2,867 U.S. Treasury - Bonds 5.875% due 11/15/04 ............................ 6,190 6,351 ------ 10,645 ------ TOTAL PUBLICLY-TRADED BONDS- 94.3% 75,552 SHORT-TERM INVESTMENTS - 1.6% Investment in joint trading account (Note B) 6.695% due 01/02/01 ............................ 1,289 1,289 ------ ------ TOTAL INVESTMENTS- 98.4% 78,866 Cash and Receivables, less payables- 1.6% 1,243 ------ ------ NET ASSETS- 100.0% 80,109 ====== ====== See notes to financial statements. 153 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL CAP EQUITY FUND Market Name of Issu Shares Value (000's) COMMON STOCK Aerospace & Defense - 0.5% Armor Holdings, Inc. * ......................... 20,400 $ 356 Automobile - 1.3% ANC Rental Corporation * ....................... 58,400 204 Oshkosh Truck Corp. ............................ 16,200 713 ------ 917 Bank - 3.1% Community Bankshares, Inc. ..................... 9,500 122 First Midwest Bancorp, Inc. .................... 2,100 60 Fulton Financial Corporation ................... 15,800 365 Net.B@nk, Inc. * ............................... 38,900 255 San Juan Basin Royalty Trust ................... 49,600 626 Silicon Valley Bancshares * .................... 14,700 508 Waypoint Financial Corp. * ..................... 25,800 284 ------ 2,220 Business Services - 0.0% Digital Insight Corp. * ........................ 1,200 22 Chemical - 1.2% OM Group, Inc. ................................. 9,900 541 Spartech Corp. ................................. 13,900 286 ------ 827 Commercial Sevices - 2.8% HeadHunter.NET, Inc. * ......................... 48,300 344 Korn/Ferry International * ..................... 8,000 170 NetCreations, Inc. * ........................... 39,000 267 Niku Corporation * ............................. 26,100 191 Official Payments Corp. * ...................... 30,700 211 Quanta Services, Inc. * ........................ 7,600 244 RPM, Inc. ...................................... 36,400 312 Steiner Leisure, Ltd. * ........................ 15,000 210 ------ 1,949 Computer Equipment - 0.2% Network Engines, Inc. .......................... 8,200 35 UNOVA, Inc. * .................................. 26,000 94 ------ 129 Computer Software & Services - 9.8% About.com, Inc. * .............................. 31,200 840 Agency.Com Inc. * .............................. 14,400 56 Ask Jeeves, Inc. * ............................. 26,800 65 Blue Martini Software, Inc. .................... 7,700 102 Broadbase Software, Inc. * ..................... 31,600 198 Cambridge Technology Partners, Inc. * .......... 65,900 173 Click Commerce, Inc. * ......................... 14,000 292 click2learn.com, Inc. * ........................ 31,900 311 CNET Networks, Inc. ............................ 6,600 105 Corio, Inc. .................................... 48,600 100 Digex, Inc. * .................................. 14,300 322 Extensity, Inc. * .............................. 20,700 125 Harris Interactive, Inc. * ..................... 31,900 118 Informax, Inc. * ............................... 18,800 195 Ixia * ......................................... 10,900 249 MatrixOne, Inc. * .............................. 14,200 258 MicroStrategy, Inc. * .......................... 28,400 270 Moldflow Corp. * ............................... 7,100 162 National Information Consortium, Inc. * ....... 61,800 95 OpenTV Corp. * ................................. 28,500 296 Otg Software, Inc. * ........................... 11,600 187 PC-Tel, Inc. * ................................. 26,900 289 Pixar, Inc. * .................................. 4,600 138 Resonate, Inc. * ............................... 6,000 57 Riverdeep Group plc - ADR * .................... 9,700 194 RSA Security, Inc. * ........................... 7,500 397 Saba Software, Inc. ............................ 10,900 172 Selectica, Inc. * .............................. 12,900 312 SignalSoft Corp. * ............................. 11,900 117 VIA NET.WORKS, Inc. * .......................... 46,400 177 Websense, Inc. * ............................... 14,200 206 Witness Systems, Inc. * ........................ 14,100 190 WorldGate Communications, Inc. * ............... 17,900 68 ------ 6,836 Consumer Miscellaneous - 1.8% Libbey, Inc. ................................... 21,700 659 NetRatings, Inc. * ............................. 15,900 234 The Scotts Company - Cl A * .................... 10,800 399 ------ 1,292 Diversified Operations - 1.9% Donaldson Co., Inc. ............................ 24,400 679 Ionics, Inc. * ................................. 16,100 457 WESCO International, Inc. * .................... 23,600 171 ------ 1,307 Electric Power - 0.7% MDU Resources Group, Inc. ...................... 14,900 484 Electrical Equipment - 1.9% Advanced Energy Industries, Inc. * ............. 29,400 661 Integrated Electrical Services, Inc. * ........ 29,500 175 Pentair, Inc. .................................. 21,700 525 ------ 1,361 Electronic Products & Services - 18.7% American Superconductor Corporation * ......... 15,400 440 Anadigics, Inc. * .............................. 34,300 562 Anaren Micro Circuits, Inc. .................... 18,800 1,263 ASM International N.V. * ....................... 26,500 247 AUGUST TECHNOLOGY Corp. ........................ 17,900 232 BE SEMICONDUCTOR INDUSTRIES .................... 7,000 64 Cymer, Inc. * .................................. 27,200 700 DSP Group, Inc. * .............................. 12,000 253 DuPont Photomasks, Inc. * ...................... 4,600 243 Electro Scientific Industries, Inc. * .......... 24,900 697 Electroglas, Inc. * ............................ 38,800 594 154 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL CAP EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Electronic Products & Services - Continued EMCORE Corporation * ........................... 27,000 $ 1,269 Exar, Corp. * .................................. 19,000 589 Helix Technology Corp. ......................... 25,900 613 LTX Corp. * .................................... 63,500 822 MedQuist, Inc. * ............................... 21,600 346 Microtune, Inc. * .............................. 6,600 109 Nanometrics, Inc. * ............................ 19,700 272 OmniVision Technologies, Inc. .................. 12,400 40 ON Semiconductor corporation * ................. 59,100 310 Parthus Technologies plc - ADR * ............... 7,200 189 Power Integrations, Inc. * ..................... 25,300 291 Rudolph Technologies, Inc. * ................... 10,900 329 Sawtek, Inc. * ................................. 7,700 356 Silicon Valley Group, Inc. * ................... 25,800 742 SpeedFAm-IPEC, Inc. * .......................... 53,700 325 Therma-Wave, Inc. * ............................ 33,200 465 Veeco Instruments Inc. * ....................... 7,800 313 Zoran Corp. * .................................. 14,400 223 Zygo Corporation * ............................. 8,600 243 ------ 13,141 Energy - Alternative Source - 0.9% Proton Energy Systems, Inc. * .................. 9,500 100 Rayovac Corporation * .......................... 19,100 271 Valence Technology, Inc. * ..................... 25,000 233 ------ 604 Engineering & Construction - 0.4% York International Corp. ....................... 9,500 291 Financial Services - 2.3% American Capital Strategies, Ltd. .............. 30,600 771 AmeriCredit Corp. * ............................ 29,000 790 LendingTree, Inc. * ............................ 32,500 67 ------ 1,628 Food, Beverage & Tobacco - 2.4% Corn Products International, Inc. .............. 19,700 573 Flowers Industries, Inc. ....................... 22,600 356 Suiza Foods Corp. * ............................ 15,400 739 ------ 1,668 Health Care Products - 9.3% 3 Dimensional Pharmaceuticals, Inc. * .......... 14,200 210 Aclara Biosciences Inc. * ...................... 14,200 154 Antigenics, Inc. * ............................. 22,800 252 Aviron * ....................................... 10,800 722 Charles River Laboratories * ................... 9,600 263 ChromaVision Medical Systems, Inc. * ........... 35,600 93 Diversa Corp. .................................. 17,200 308 Durect Corp. * ................................. 17,100 205 Exelixis, Inc. * ............................... 41,000 600 Genaissance Pharmaceuticals, Inc. * ............ 14,800 266 Gene Logic, Inc. * ............................. 19,700 362 Heska Corporation * ............................ 89,900 62 ILEX Oncology, Inc. * .......................... 19,600 516 Illumina, Inc. ................................. 14,000 225 Lexicon Genetics Incorporated * ................ 18,500 308 Tanox, Inc. * .................................. 11,400 447 Trimeris, Inc. * ............................... 14,800 812 Vical Incorporated * ........................... 23,900 442 ViroPharma Incorporated * ...................... 14,700 213 ------ 6,460 Health Care Services - 1.7% Kendle International, Inc. * ................... 24,200 240 LifePoint Hospitals, Inc. * .................... 12,000 602 Orthodontic Centers of America, Inc. * ........ 10,500 328 ------ 1,170 Insurance - 4.5% Everest Re Group, Ltd. ......................... 17,100 1,225 Fidelity National Financial, Inc. .............. 29,800 1,101 First American Financial Corp. ................. 24,100 792 Zenith National Insurance Corp. ................ 400 12 ------ 3,130 Leisure & Recreation - 5.3% Championship Auto Racing Teams, Inc. * ........ 14,500 304 Cheap Tickets, Inc. * .......................... 40,300 393 Hotel Reservations Network, Inc. - Cl. A * ..... 5,700 162 International Speedway Corp. - Cl. A ........... 11,200 426 Polaris Industries Inc. ........................ 29,500 1,173 Speedway Motorsports, Inc. * ................... 27,700 665 World Wrestling Federation Entertainment, Inc ....................................... 33,100 529 ------ 3,652 Machinery - 0.5% Columbus McKinnon Corp. ........................ 25,200 224 SonoSite, Inc. * ............................... 7,600 97 ------ 321 Media - Publishing - 1.1% Banta Corporation .............................. 15,200 386 Radio One, Inc. - Cl. D * ...................... 34,900 384 ------ 770 Media - TV / Radio - 5.7% 24/7 Media, Inc. ............................... 41,000 22 ACTV, Inc. * ................................... 27,700 118 BHC Communications, Inc. - Cl. A * ............. 2,000 258 Citadel Communications Corp. * ................. 32,000 384 Crown Media Holdings , Inc. .................... 27,500 559 Entercom Communications Corp. * ................ 7,200 248 Entravision Communications - Cl. A * ........... 20,000 367 Insight Communications Company, Inc. * ........ 25,800 606 Martha Stewart Living Omnimedia, Inc. - Cl. A * ................................... 16,000 321 Mediacom Communications Corp. * ............... 22,800 392 155 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- SMALL CAP EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Media - TV / Radio - Continued Sirius Satellite Radio Inc. * ................. 14,600 $ 437 Tivo, Inc. * .................................. 17,000 91 Westwood One, Inc. * .......................... 9,000 174 ------ 3,977 Metals & Mining - 0.4% Kaiser Aluminum Corporation ................... 78,100 288 Natural Gas Distribution - 2.4% Energen Corp. ................................. 14,600 470 Midcoast Energy Resources, Inc. ............... 3,900 85 New Jersey Resources Corporation .............. 9,800 424 WGL Holdings , Inc. ........................... 24,000 730 ------ 1,709 Oil - Equipment & Service - 0.9% Hydril Co. * .................................. 10,000 176 SEACOR SMIT, Inc. ............................. 9,200 484 ------ 660 Paper & Forest Products - 0.2% Caraustar Industries, Inc. .................... 18,100 170 Real Estate Development - 0.5% Trammell Crow Company * ....................... 25,400 343 Real Estate Investment Trust - 0.4% MeriStar Hospitality Corp. .................... 12,400 244 Real Estate Operations - 1.2% CB Richard Ellis Services, Inc. * ............. 27,200 398 Insignia Financial Group, Inc. * .............. 39,700 471 ------ 869 Retail - Department Stores - 2.9% American Eagle Outfitters, Inc. * ............. 11,700 494 Dollar Thrifty Automotive Group, Inc. * ....... 15,700 294 Dollar Tree Stores, Inc. * .................... 18,500 453 Factory 2-U Stores Inc. * ..................... 14,900 494 Williams-Sonoma, Inc. ......................... 14,300 286 ------ 2,021 Retail - Food - 1.2% Buca, Inc. * .................................. 20,300 298 Ruby Tuesday, Inc. ............................ 33,700 514 ------ 812 Shoe & Apparel Manufacturing - 1.6% Kellwood Co. .................................. 20,900 442 Novel Denim Holdings Limited * ................ 16,000 140 Stride Rite Corp. ............................. 39,300 275 Tommy Hilfiger Corp. * ........................ 25,500 250 ------ 1,107 Steel - 0.4% Remec, Inc. * ................................. 30,600 294 Telecommunication Equipment - 1.1% Advanced Fibre Communications, Inc. * ........ 6,700 121 Advanced Switching Communications, Inc. * ..... 16,200 79 Carrier Access Corp. .......................... 39,900 359 Superior Telecom, Inc. ........................ 43,500 84 WebEx Communications, Inc. * .................. 7,500 157 ------ 800 Telecommunication Services - 1.7% Allied Riser Communications Corp. * ........... 74,400 151 Aspect Communications Corp. * ................. 46,400 373 Focal Communications Corp. * .................. 30,900 216 Intermedia Communications, Inc. * ............. 19,000 137 interWave Communications Int., Ltd. * ........ 46,900 73 OmniSky Corp. * ............................... 30,900 257 ------ 1,207 Transportation Services - 3.4% Alaska Air Group, Inc. * ...................... 10,900 324 America West Holdings Corp. - Cl. B * ........ 22,400 287 Landstar Systems, Inc. ........................ 9,700 538 USFreightways Corp. ........................... 10,700 322 Werner Enterprises, Inc. ...................... 56,000 952 ------ 2,423 ------ TOTAL COMMON STOCK- ................................ 96.3% 67,459 Par Value (000's) SHORT-TERM INVESTMENTS - 4.6% Investment in joint trading account (Note B) 6.695% due 01/02/01 ...................... $ 3,191 3,191 --------- ------ TOTAL INVESTMENTS- 100.9% 70,650 Payables, less cash and receivables- (0.9)% (619) --------- ------ NET ASSETS- 100.0% 70,031 ========= ====== * Non-income producing security. ADR-American Depository Receipt See notes to financial statements. 156 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL OPPORTUNITIES FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Australia - 0.8% Brambles Industries, Ltd. (DIOP) .............. 13,553 $ 317 Publishing & Broadcasting, Ltd. (MEDP) ........ 48,083 349 Telstra Corp., Ltd. (TELS) .................... 89,907 321 ------ 987 Belgium - 0.8% Dexia (BANK) .................................. 2,078 376 Fortis (B) (INSU) ............................. 16,540 537 UCB SA (HEAL) ................................. 1,180 44 ------ 957 Bermuda - 0.1% Dao Heng Bank Group, Ltd. (BANK) ............. 17,000 97 Brazil - 0.7% Petroleo Brasileiro SA * (OILX) ............... 7,000 177 Telecomunicacoes Brasileiras SA - ADR (UTIT) ........................................ 7,014 511 Unibanco - Uniao de Bancos Brasileiros SA - GDR (BANK) .................................. 4,985 147 ------ 835 Canada - 1.2% Alcan Aluminum, Ltd. (META) ................... 9,632 330 Celestica, Inc. * (COMM) ...................... 12,952 702 Nortel Networks Corp. (TELE) .................. 6,833 220 Royal Bank of Canada (BANK) ................... 5,280 179 ------ 1,431 Denmark - 0.0% Tele Danmark AS (TELS) ........................ 1,530 62 Finland - 2.4% Nokia Oyj (HEAL) .............................. 66,035 2,945 France - 13.3% Alcatel (TELE) ................................ 18,930 1,075 Altran Technologies, Inc. SA (AERO) .......... 950 215 Aventis SA * (HEAL) ........................... 2,706 236 AXA SA (INSU) ................................. 11,455 1,657 Banque Nationale de Paris (BANK) .............. 15,370 1,349 Bouygues SA (CONT) ............................ 4,390 199 Canal Plus (MEDI) ............................. 643 2 Cap Gemini SA (COMM) .......................... 2,050 331 Compagnie de St. Gobain (CONS) ................ 3,400 534 Groupe Danone (FOOD) .......................... 930 140 Hermes International (RETS) ................... 1,430 203 L'Oreal SA (HNBA) ............................. 2,030 174 Lafarge SA (CONS) ............................. 606 51 Legrand SA (ELEQ) ............................. 2,464 498 Louis Vuitton Moet Hennessy (FOOD) ............ 1,910 126 Rhone-Poulenc SA (BANK) ....................... 19,509 1,713 Sanofi-Synthelabo SA * (HEAL) ................. 16,518 1,101 Schneider SA (MACH) ........................... 2,621 191 Societe Generale - Cl. A (BANK) ............... 3,882 241 Societe Television Francaise 1 (MEDI) ......... 16,520 892 Sodexho Alliance SA (LEIS) .................... 784 145 STMICROELECTRONICS (ETRN) .................... 11,303 494 Total Fina SA - Cl. B (OILX) .................. 17,158 2,552 Vivendi Universal SA (DIOP) ................... 28,343 1,866 ------ 15,985 Germany - 4.0% Allianz AG - Reg. (INSU) ...................... 2,315 866 Bayer AG (CHEM) ............................... 4,705 247 Bayerische Vereinsbank AG (BANK) .............. 12,991 736 Deutsche Bank AG (BANK) ....................... 13,634 1,146 Deutsche Telekom AG (UTIT) .................... 2,945 89 E.On AG (DIOP) ................................ 9,935 605 Gehe AG (HEAL) ................................ 7,078 267 Rhoen-Klinikum AG (HEAL) ...................... 1,720 97 SAP AG (SOFT) ................................. 5,000 581 Siemens AG (DIOP) ............................. 1,318 172 ------ 4,806 Hong Kong - 2.2% Cheung Kong (Holdings), Ltd. (READ) .......... 52,000 665 China Telecom (Hong Kong), Ltd. (TELS) ........ 151,000 825 Henderson Land Development Co., Ltd. (READ).... 21,000 107 Hutchison Whampoa, Ltd. (COMM) ............... 67,900 846 Pacific Century Cyberworks, Ltd. * (TELE) ..... 263,914 169 ------ 2,612 India - 0.7% Global Tele-Systems, Ltd. (TELE) .............. 14,000 240 Hindustan Lever Ltd. (CNSU) ................... 72,000 318 ICICI, Ltd. (FINL) ............................ 71,484 259 ------ 817 Ireland - 0.2% SmartForce Public Limited Co. - ADR (SOFT) .... 6,166 232 Italy - 6.0% Alleanza Assicurazioni (INSU) ................. 43,000 685 Assicurazioni Generali (INSU) ................. 8,400 334 Banca Intesa SpA (BANK) ....................... 353,353 1,699 Bipop-Carire SpA (BANK) ....................... 51,000 333 ENI SpA (OILS) ................................ 128,784 822 Mediaset SpA (MEDI) ........................... 10,000 119 Mediolanum SpA (INSU) ......................... 28,655 365 Olivetti SpA (COMM) ........................... 182,496 436 San Paolo-IMI SpA (BANK) ...................... 4,858 79 Tecnost SpA (COMP) ............................ 73,800 196 Telecom Italia Mobile SpA (TELS) .............. 111,000 886 Telecom Italia SpA (TELS) ..................... 29,900 331 UniCredito Italiano SpA (BANK) ............... 180,393 943 ------ 7,228 157 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL OPPORTUNITIES FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Japan - 16.5% Canon, Inc. (COMM) ............................ 42,000 $ 1,469 DDI Corp. (UTIT) .............................. 19 92 East Japan Railway Co. (TRAN) ................. 31 182 Fanuc, Ltd. (ELEQ) ............................ 6,000 408 Fuji Television Network, Inc. (MEDI) .......... 42 292 Fujitsu, Ltd. (ELEQ) .......................... 20,000 295 Furukawa Electric Co. (TELE) .................. 15,000 262 Hitachi, Ltd. (ETRN) .......................... 16,000 142 Ito-Yokado Co., Ltd. (RETS) ................... 4,000 199 KAO Corp. (HNBA) .............................. 9,000 261 Kokuyo Co. (COMM) ............................. 8,000 119 Kyocera Corp. (ETRN) .......................... 9,200 1,003 Makita Corp. (CNSU) ........................... 10,000 70 Marui Co., Ltd. (RETS) ........................ 30,000 453 Matsushita Communication Industries (TELS) .... 2,500 314 Matsushita Electric Industrial Co. (ETRN) ..... 43,000 1,027 Mitsui Fudosan Co., Ltd. (REAL) ............... 83,000 824 Mizuho Holdings, Inc. * (FINL) ................ 159 985 Murata Manufacturing Co., Ltd. (ETRN) ......... 10,100 1,184 NEC Corp. (COMP) .............................. 63,000 1,152 Nippon Telegraph & Telephone Corp. (UTIT) ..... 139 1,001 Nomura Securities Co., Ltd. (FUND) ........... 50,000 899 NTT Mobile Communications Network, Inc. (TELS). 32 551 Sankyo Co., Ltd. (HEAL) ....................... 16,000 383 Seven-Eleven Japan (RETF) ..................... 9,000 512 Shin-Etsu Chemical Co. (CHEM) ................. 10,000 385 Shiseido Co., Ltd. (CHEM) ..................... 18,000 201 Softbank Corp. (SOFT) ......................... 700 24 Sony Corp. (ETRN) ............................. 25,500 1,762 Sumitomo Bank (BANK) .......................... 75,000 770 Sumitomo Corp. (DIOP) ......................... 36,000 259 TDK Corp. (COMP) .............................. 3,700 360 Tokyo Electric Power (UTIE) ................... 100 2 Tokyo Electron, Ltd. (ETRN) ................... 6,200 341 Toshiba Corp. (ETRN) .......................... 120,000 802 Toyota Motor Corp. (AUTO) ..................... 100 3 Yamanouchi Pharmaceutical Co., Ltd. (HEAL) .... 19,000 821 ------ 19,809 Luxembourg - 0.1% Society Europeenne des Satellites (MEDI) ...... 567 85 Mexico - 1.7% Fomento Economico Mexicano SA de CV (FOOD) .... 103,000 307 Grupo Iusacell SA de CV - ADR V * (TELS) ...... 9,000 88 Grupo Televisa SA - GDR * (MEDI) ............. 21,407 962 Telefonos de Mexico SA - ADR (UTIT) .......... 15,580 703 ------ 2,060 Netherlands - 6.9% ABN Amro Holding NV (BANK) .................... 5,076 115 Akzo Nobel NV (CHEM) .......................... 1,390 75 ASM Lithography Holding NV (COMP) ............. 24,180 549 Elsevier NV (MEDP) ............................ 13,140 193 Equant (COMP) ................................. 1,905 50 Fortis (NL) NV (INSU) ......................... 21,010 683 ING Groep NV (BANK) ........................... 26,500 2,117 Koninklije KPN NV (TELS) ...................... 2,821 32 Koninklijke (Royal) Philips Electronics NV (ETRN) ....................................... 40,739 1,493 Royal Dutch Petroleum Co. (OILE) .............. 16,580 1,016 United Pan Europe (TELS) ...................... 2,446 25 VNU NV (MEDP) ................................. 30,790 1,514 Wolters Kluwer NV - CVA (MEDP) ................ 15,605 425 ------ 8,287 Norway - 0.3% Orkla ASA (DIOP) .............................. 15,750 312 Portugal - 0.3% Jeronimo Martins, SGPS, SA (RETF) ............. 7,183 74 Portugal Telecom, SA (TELS) ................... 29,560 271 ------ 345 Singapore - 0.7% DBS Group Holdings, Ltd. (BANK) ............... 11,000 124 Singapore Telecommunications, Ltd. (TELS) ..... 83,000 129 United Overseas Bank, Ltd. (BANK) ............ 84,072 631 ------ 884 South Korea - 0.7% Korea Telecom Corp. - ADR * (TELS) ............ 10,600 329 Pohang Iron & Steel Co., Ltd. - ADR (STEE) .... 7,053 110 Samsung Electronics (ETRN) .................... 3,180 397 ------ 836 Spain - 2.9% Banco Bilbao Vizcaya SA (BANK) ................ 65,010 968 Banco Santander Central Hispano SA (BANK) ..... 76,399 818 Endesa SA (UTIE) .............................. 34,398 586 Repsol SA (OILX) .............................. 21,512 344 Telefonica SA (UTIT) .......................... 38,156 790 ------ 3,506 Sweden - 3.6% Atlas Copco AB (MACH) ......................... 2,930 61 Electrolux AB - Ser. B (APPL) ................. 11,910 155 Hennes & Mauritz AB - B Shares (RETS) ......... 23,220 359 Nordic Baltic Holding AB (BANK) ............... 128,620 974 SANDVIK AB (MACH) ............................. 3,220 78 Securitas AB - B Shares (COMM) ................ 62,328 1,156 158 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL OPPORTUNITIES FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Sweden - Continued Telefonaktiebolaget LM Ericsson AB * (TELS) ................................... 130,750 $ 1,489 ------- 4,272 Switzerland - 4.5% ABB, Ltd. (ENGI) .............................. 6,237 665 Adecco SA - Reg. (COMM) ....................... 865 544 Credit Suisse Group - Reg. (BANK) ............. 2,950 560 Nestle SA (FOOD) .............................. 746 1,740 Roche Holding AG (HEAL) ....................... 55 560 UBS AG (BANK) ................................. 7,922 1,293 ------- 5,362 Taiwan - 0.4% Taiwan Semiconductor (ETRN) ................... 183,000 439 United Kingdom - 23.9% Abbey National First Capital BV (BANK) ........ 11,000 200 AstraZeneca Group plc (HEAL) .................. 25,701 1,297 Autonomy Corporation plc * (SOFT) ............ 1,500 43 Baltimore Technologies plc * (COMP) .......... 3,000 15 BG Group plc (UTIG) ........................... 13,522 53 BP Amoco plc (OILE) ........................... 68,000 549 British Telecommunications plc (TELS) ........ 41,000 351 Cable & Wireless plc (TELS) ................... 112,095 1,514 Cadbury Schweppes plc (FOOD) .................. 54,200 375 Celltech Group plc * (HEAL) ................... 19,000 336 Centrica plc * (UTIG) ......................... 30,900 120 David S. Smith Holdings plc (PAPR) ........... 18,000 45 Diageo plc (FOOD) ............................. 84,512 948 Dimension Data Holdings plc (SOFT) ........... 12,500 84 Electrocomponents plc (ETRN) .................. 16,000 158 GKN plc (AUTO) ................................ 5,000 53 GlaxoSmithKline plc * (HEAL) .................. 146,982 4,154 Granada Compass plc (LEIS) .................... 163,730 1,784 Granada Media plc (MEDI) ...................... 9,797 62 Hays plc (DIOP) ............................... 69,200 399 Hilton Group plc (LEIS) ....................... 20,000 63 HSBC Holdings plc (BANK) ...................... 28,800 428 Kingfisher plc (RETS) ......................... 53,000 394 Lattice Group * (ETRN) ........................ 13,522 31 Marconi plc (TELE) ............................ 57,600 619 Reckitt Benckiser plc (HNBA) .................. 2,000 28 Reed International plc (MEDP) ................. 196,000 2,052 Rio Tinto plc - Reg. (DIOP) ................... 49,381 870 Royal Bank of Scotland Group (BANK) .......... 144,570 3,420 Shell Transport & Trading Co. plc (OILX) ...... 268,934 2,208 Standard Chartered (BANK) ..................... 47,000 678 Tesco plc (FOOD) .............................. 125,400 511 Tomkins plc (DIOP) ............................ 132,496 291 Unilever plc (CNSU) ........................... 54,928 471 United News & Media plc (MEDP) ............... 18,500 235 Vodafone AirTouch plc (TELS) .................. 735,404 2,700 United Kingdom - Continued WPP Group plc (COMM) .......................... 89,000 1,160 ------- 28,699 United States - 0.2% Flextronics International Ltd. (ETRN) ........ 7,800 222 ------- TOTAL COMMON STOCK- 95.1% 114,112 PREFERRED STOCK Australia - 0.5% News Corp., Ltd. (MEDI) ....................... 84,247 600 Brazil - 0.5% Petroleo Brasileiro SA - Petrobras (OILS) ..... 27,192 638 ------- TOTAL PREFERRED STOCK- 1.0% 1,238 Par Value (000's) SHORT-TERM INVESTMENTS - 3.3% Investment in joint trading account (Note B) 6.695% due 01/02/01 ......................... $2,229 2,229 Euro Time Deposit 4.6% due 01/02/01 ........................... 1,800 1,690 ------ ------- TOTAL SHORT-TERM INVESTMENTS- 4,029 3,919 ------ ------- TOTAL INVESTMENTS- 99.4% 119,269 Cash and Receivables, less payables- 0.6% 765 ------ ------- NET ASSETS- 100.0% 120,034 ====== ======= * Non-income producing security. ADR - American Depository Receipts GDR - Global Depository Receipts See notes to financial statements. 159 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- INTERNATIONAL OPPORTUNITIES FUND UMMARY OF LONG-TERM SECURITIES BY INDUSTRY Market % of Industry Value Long-Term Industry Abbreviation (000s) Investments Bank ....................................... BANK 22,134 19.2% Health Care Products ....................... HEAL 12,242 10.6% Telecommunication Services ................. TELS 10,456 9.1% Electronic Products & Services ............. ETRN 9,495 8.2% Commercial Sevices ......................... COMM 6,765 5.9% Oil & Natural Gas Exploration & Production ............................. OILX 5,280 4.6% Insurance .................................. INSU 5,127 4.4% Diversified Operations ..................... DIOP 5,090 4.4% Media - Publishing ......................... MEDP 4,767 4.1% Food, Beverage & Tobacco ................... FOOD 4,148 3.6% Media - TV / Radio ......................... MEDI 3,015 2.6% Telephone .................................. UTIT 2,947 2.6% Telecommunication Equipment ................ TELE 2,586 2.2% Computer Equipment ......................... COMP 2,322 2.0% Leisure & Recreation ....................... LEIS 1,991 1.7% Retail - Department Stores ................. RETS 1,608 1.4% Oil - Equipment & Service .................. OILE 1,565 1.4% Oil ........................................ OILS 1,461 1.3% Financial Services ......................... FINL 1,243 1.1% Electrical Equipment ....................... ELEQ 1,200 1.0% Computer Software & Services ............... SOFT 965 0.8% Chemical ................................... CHEM 907 0.8% Brokerage & Investment Management ............................. FUND 899 0.8% Consumer Miscellaneous ..................... CNSU 859 0.7% Real Estate Operations ..................... REAL 824 0.7% Real Estate Development .................... READ 772 0.7% Engineering & Construction ................. ENGI 665 0.6% Electric Power ............................. UTIE 589 0.5% Retail - Food .............................. RETF 586 0.5% Construction ............................... CONS 585 0.5% Cosmetic & Personal Care ................... HNBA 463 0.4% Machinery .................................. MACH 330 0.3% Metals & Mining ............................ META 330 0.3% Aerospace & Defense ........................ AERO 215 0.2% Container .................................. CONT 199 0.2% Transportation Services .................... TRAN 182 0.2% Natural Gas Distribution ................... UTIG 173 0.2% Household Appliances / Furnishings ............................ APPL 154 0.1% Steel ...................................... STEE 110 0.1% Automobile ................................. AUTO 56 0.0% Paper & Forest Products .................... PAPR 45 0.0% -------- ------- $115,350 100.0% ======== ====== 160 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 1.5% Boeing Co. .................................... 38,468 $ 2,539 General Dynamics Corp. ........................ 8,600 671 Honeywell International, Inc. ................. 34,262 1,621 Lockheed Martin Corp. ......................... 18,400 625 Northrop Grumman Corp. ........................ 3,000 249 Raytheon Co. - Cl. B .......................... 14,600 453 United Technologies Corp. ..................... 20,200 1,588 -------- 7,746 Auto & Truck Parts - 0.5% AutoZone, Inc. * .............................. 5,800 165 B.F. Goodrich Co. ............................. 4,500 164 Cooper Tire & Rubber Co. ...................... 3,200 34 Cummins Engine Company, Inc. .................. 1,700 64 Dana Corp. .................................... 6,515 100 General Motors Corp. .......................... 24,400 1,243 Genuine Parts Co. ............................. 7,550 198 Goodyear Tire & Rubber Co. .................... 6,700 154 Johnson Controls, Inc. ........................ 3,700 192 Navistar International Corp., Inc. - Cl. B .... 2,700 71 PACCAR, Inc. .................................. 3,300 163 TRW, Inc. ..................................... 5,200 201 Visteon Corp. * ............................... 6,166 71 -------- 2,820 Automobile - 0.4% Delphi Automotive Systems Corp. ............... 24,169 272 Ford Motor Co. ................................ 81,136 1,901 -------- 2,173 Bank - 5.3% AmSouth Bancorporation ........................ 16,900 258 Bank of America Corp. ......................... 70,368 3,228 Bank of New York Co., Inc. .................... 31,700 1,749 Bank One Corp. ................................ 49,650 1,818 BB&T Corporation .............................. 17,200 642 Charter One Financial, Inc. ................... 9,450 273 Comerica, Inc. ................................ 6,700 398 Fifth Third Bancorp ........................... 20,225 1,208 First Union Corp. ............................. 42,846 1,192 Firstar Corp. ................................. 41,064 955 FleetBoston Financial Corp. ................... 38,870 1,460 Golden West Financial Corp. ................... 6,800 459 Huntington Bancshares, Inc. ................... 10,431 169 J.P. Morgan & Co., Inc. ....................... 7,000 1,159 KeyCorp ....................................... 18,700 524 National City Corp. ........................... 25,700 739 Northern Trust Corp. .......................... 9,700 791 Old Kent Financial Corp. ...................... 5,850 256 PNC Bank Corp. ................................ 12,300 899 Regions Financial Corp. ....................... 9,500 259 SouthTrust Corp. .............................. 7,200 293 State Street Corp. ............................ 7,000 870 Summit Bancorp ................................ 7,500 286 Suntrust Banks, Inc. .......................... 13,000 819 Synovus Financial Corp. ....................... 11,650 314 U.S. Bancorp .................................. 32,218 940 Union Planters Corp. .......................... 5,800 207 Wachovia Corp. ................................ 9,000 523 Washington Mutual, Inc. ....................... 23,418 1,243 Wells Fargo & Co. ............................. 73,900 4,115 -------- 28,046 Brokerage & Investment Management - 1.3% Bear Stearns Cos., Inc. ....................... 4,632 235 Franklin Resources, Inc. ...................... 10,400 396 Merrill Lynch & Co., Inc. ..................... 35,000 2,387 Morgan Stanley, Dean Witter, Discover & Co. ......................................... 48,600 3,851 T. Rowe Price Group, Inc. ..................... 5,200 220 -------- 7,089 Business Services - 0.4% Automatic Data Processing, Inc. ............... 26,900 1,703 H & R Block, Inc. ............................. 4,200 174 Robert Half International, Inc. ............... 7,800 207 -------- 2,084 Chemical - 1.0% Air Products & Chemicals, Inc. ................ 9,800 402 Ashland, Inc. ................................. 3,000 108 Dow Chemical Co. .............................. 29,500 1,080 E.I. du Pont de Nemours & Co. ................. 44,782 2,163 Eastman Chemical Co. .......................... 3,300 161 Engelhard Corp. ............................... 5,300 108 Great Lakes Chemical Corp. .................... 2,300 86 Hercules, Inc. ................................ 4,600 88 Praxair, Inc. ................................. 6,700 297 Rohm & Haas Co. ............................... 9,327 339 Sigma-Aldrich Corp. ........................... 3,700 145 Union Carbide Corp. ........................... 5,800 312 -------- 5,289 Commercial Services - 0.5% American Greetings Corp. - Cl. A .............. 2,800 27 Convergys Corp. * ............................. 6,600 299 Deluxe Corp. .................................. 3,100 78 Ecolab, Inc. .................................. 5,600 242 Equifax, Inc. ................................. 6,100 175 Interpublic Group Cos., Inc. .................. 13,800 587 Omnicom Group, Inc. ........................... 7,900 655 Power One, Inc. * ............................. 3,300 130 Quintiles Transnational Corp. * ............... 4,600 96 R.R. Donnelley & Sons Co. ..................... 5,200 140 The Dun & Bradstreet Corp. * .................. 6,900 177 -------- 2,606 Computer Equipment - 4.9% Apple Computer, Inc. * ........................ 14,600 217 161 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Computer Equipment - Continued Compaq Computer Corp. ......................... 72,511 $ 1,091 Comverse Technology, Inc. * ................... 7,100 771 Dell Computer Corp. * ......................... 112,600 1,964 Gateway, Inc. * ............................... 13,300 239 Hewlett-Packard Co. ........................... 85,500 2,699 Intel Corp. ................................... 290,300 8,727 International Business Machines Corp. ......... 75,900 6,452 Lexmark International Group, Inc. - Cl. A * ..................................... 5,500 244 Network Appliance, Inc. * ..................... 13,600 873 Palm, Inc. .................................... 24,561 695 VERITAS Software Corp. * ...................... 16,900 1,479 Xerox Corp. ................................... 28,600 132 -------- 25,583 Computer Software & Services - 7.5% Adobe Systems, Inc. ........................... 10,400 605 America Online, Inc. * ........................ 100,300 3,490 Autodesk, Inc. ................................ 2,400 65 BMC Software, Inc. * .......................... 10,500 147 BroadVision, Inc. * ........................... 11,100 131 Cabletron Systems, Inc. * ..................... 7,800 117 Ceridian Corp. * .............................. 6,000 120 Citrix Systems, Inc. * ........................ 7,900 178 Computer Associates International, Inc......... 25,125 490 Computer Sciences Corp. * ..................... 7,100 427 Compuware Corp. * ............................. 15,500 97 Electronic Data Systems Corp. ................. 20,300 1,172 EMC Corp. * ................................... 94,312 6,272 First Data Corp. .............................. 17,100 901 IMS Health, Inc. .............................. 12,800 346 Intuit, Inc. * ................................ 8,700 343 Mercury Interactive Corp. * ................... 3,600 325 Microsoft Corp. ............................... 230,600 10,002 NCR Corp. * ................................... 4,000 196 Novell, Inc. * ................................ 14,100 74 Oracle Corp. * ................................ 242,100 7,036 Parametric Technology Corp. * ................. 11,800 158 Peoplesoft, Inc. .............................. 11,800 439 Sapient Corp. ................................. 5,000 60 Siebel Systems, Inc. * ........................ 18,200 1,231 Sun Microsystems, Inc. * ...................... 137,800 3,841 Unisys Corp. * ................................ 13,400 196 Yahoo!, Inc. * ................................ 23,600 712 -------- 39,171 Construction - 0.0% Vulcan Materials Co. .......................... 4,300 206 Consumer Miscellaneous - 0.7% Avery Dennison Corp. .......................... 4,800 263 Black & Decker Corp. .......................... 3,500 137 Briggs & Stratton Corp. ....................... 800 35 Clorox Co. .................................... 10,100 359 Fortune Brands, Inc. .......................... 6,600 198 Newell Rubbermaid, Inc. ....................... 11,416 260 Parker-Hannifin Corp. ......................... 4,850 214 Sherwin-Williams Co. .......................... 7,000 184 Snap-On, Inc. ................................. 2,500 70 Stanley Works ................................. 3,800 119 Tupperware Corp. .............................. 2,500 51 Unilever NV - NY Shares ....................... 24,682 1,553 -------- 3,443 Container - 0.1% Bemis Co., Inc. ............................... 2,400 81 Pactiv Corp. * ................................ 7,400 92 Sealed Air Corp. * ............................ 3,589 109 -------- 282 Cosmetic & Personal Care - 1.6% Alberto-Culver Co. - Cl. B .................... 2,200 94 Avon Products, Inc. ........................... 10,200 488 Colgate-Palmolive Co. ......................... 24,700 1,595 Gillette Co. .................................. 45,300 1,637 International Flavors & Fragrances, Inc. ...... 4,400 89 Procter & Gamble Co. .......................... 56,400 4,424 -------- 8,327 Diversified Operations - 6.8% Amgen, Inc. * ................................. 44,400 2,839 Cendant Corp. * ............................... 30,899 297 Cooper Industries, Inc. ....................... 4,000 184 Corning, Inc. ................................. 39,800 2,102 Crane Co. ..................................... 2,950 84 Danaher Corp. ................................. 6,100 417 Eaton Corp. ................................... 3,100 233 El Paso Energy Corp. .......................... 10,200 731 General Electric Co. .......................... 428,500 20,541 Illinois Tool Works, Inc. ..................... 12,800 762 ITT Industries, Inc. .......................... 3,700 143 Minnesota Mining & Manufacturing Co. .......... 17,000 2,049 National Service Industries, Inc. ............. 1,700 44 Pall Corp. .................................... 5,300 113 PPG Industries, Inc. .......................... 7,500 347 Textron, Inc. ................................. 6,200 288 Tyco International, Ltd. ...................... 75,673 4,200 W.W. Grainger, Inc. ........................... 4,000 146 -------- 35,520 Electric Power - 2.5% AES Corp. * ................................... 19,800 1,096 Allegheny Energy, Inc. ........................ 4,700 227 Ameren Corp. .................................. 5,900 273 American Electric Power Co. ................... 14,360 668 Calpine Corp. * ............................... 11,700 527 Cinergy Corp. ................................. 6,800 239 CMS Energy Corp. .............................. 4,700 149 Consolidated Edison, Inc. ..................... 9,100 350 162 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Electric Power - Continued Constellation Energy Group .................... 6,400 $ 288 Dominion Resources, Inc. ...................... 10,494 703 DTE Energy Co. ................................ 6,100 238 Duke Energy Co. ............................... 15,844 1,351 Edison International .......................... 14,300 223 Entergy Corp. ................................. 9,900 419 Exelon Corp. .................................. 13,950 979 Firstenergy Corp. ............................. 9,900 313 Fluor Corp. * ................................. 3,300 109 FPL Group, Inc. ............................... 7,900 567 GPU, Inc. ..................................... 5,200 191 Niagara Mohawk Holdings, Inc. ................. 7,800 130 NiSource, Inc. ................................ 9,149 281 PG & E Corp. .................................. 16,500 330 Pinnacle West Capital Corp. ................... 3,600 172 PPL Corp. ..................................... 6,200 280 Progress Energy, Inc. ......................... 8,857 436 Public Services Enterprise Group, Inc. ........ 9,300 452 Reliant Energy, Inc. .......................... 12,724 551 Southern Co. .................................. 28,600 951 Xcel Energy, Inc. ............................. 14,450 420 -------- 12,913 Electrical Equipment - 0.4% American Power Conversion ..................... 8,300 103 Emerson Electric Co. .......................... 18,400 1,450 Molex, Inc. ................................... 8,450 300 TXU Corp. ..................................... 11,312 501 -------- 2,354 Electronic Products & Services - 5.7% Adaptec, Inc. * ............................... 4,500 46 Advanced Micro Devices, Inc. * ................ 13,200 182 Agilent Technologies, Inc. * .................. 19,674 1,077 Altera Corp. * ................................ 17,700 466 Analog Devices, Inc. * ........................ 15,700 804 Applied Materials, Inc. * ..................... 34,700 1,325 Ball Corp. .................................... 1,400 64 Broadcom Corp. - Cl. A * ...................... 10,200 857 Cisco Systems, Inc. * ......................... 311,300 11,907 Conexant Systems, Inc. * ...................... 10,500 161 KLA-Tencor Corp. * ............................ 8,000 270 Linear Technology Corp. ....................... 13,200 610 LSI Logic Corp. * ............................. 14,100 241 Maxim Integrated Products, Inc. * ............. 12,400 593 Micron Technology, Inc. * ..................... 24,600 873 Millipore Corp. ............................... 1,900 120 Motorola, Inc. ................................ 94,995 1,924 National Semiconductor Corp. * ................ 7,600 153 Novellus Systems, Inc. * ...................... 5,600 201 PerkinElmer, Inc. ............................. 2,100 221 Pitney Bowes, Inc. ............................ 11,100 368 QLogic Corp. * ................................ 4,000 308 Rockwell International Corp. * ................ 8,100 386 Sanmina Corp. * ............................... 6,400 490 Solectron Corp. * ............................. 27,700 939 Tektronix, Inc. ............................... 4,000 135 Teradyne, Inc. * .............................. 7,400 276 Texas Instruments, Inc. ....................... 75,100 3,558 Thomas & Betts Corp. .......................... 2,500 40 Vitesse Semiconductor Corp. * ................. 8,100 448 Xilinx, Inc. * ................................ 14,500 669 -------- 29,712 Energy - Alternative Source - 0.1% Dynegy, Inc. - Cl.A ........................... 13,700 768 Financial Services - 4.5% American Express Co. .......................... 57,700 3,170 Charles Schwab Corp. .......................... 59,275 1,682 CIT Group, Inc. - Cl. A * ..................... 11,300 227 Citigroup, Inc. ............................... 217,390 11,100 Household International, Inc. ................. 20,666 1,137 Jersey Puerto Morgan Chase & Co. .............. 56,750 2,579 Lehman Brothers Holdings, Inc. ................ 10,300 696 Mellon Financial Corp. ........................ 21,400 1,053 Paychex, Inc. ................................. 16,150 785 Providian Financial Corp. * ................... 12,000 690 Stillwell Financial, Inc. ..................... 9,600 379 -------- 23,498 Food, Beverage & Tobacco - 4.7% Adolph Coors Co. - Cl. B ...................... 1,600 128 Anheuser-Busch Cos., Inc. ..................... 38,900 1,770 Archer-Daniels-Midland Co. .................... 27,166 407 Brown-Forman Corp. - Cl. B .................... 2,800 186 Campbell Soup Co. ............................. 18,100 627 Coca-Cola Co. ................................. 107,500 6,551 Coca-Cola Enterprises, Inc. ................... 18,000 342 ConAgra, Inc. ................................. 23,700 616 General Mills, Inc. ........................... 12,500 557 H.J. Heinz Co. ................................ 15,100 716 Hershey Foods Corp. ........................... 5,900 380 Kellogg Co. ................................... 17,400 457 PepsiCo, Inc. ................................. 62,600 3,103 Philip Morris Cos., Inc. ...................... 96,200 4,233 Quaker Oats Co. ............................... 5,600 545 Ralston-Ralston Purina Group .................. 13,000 340 Sara Lee Corp. ................................ 36,100 887 Starbucks Corp. * ............................. 7,900 350 SUPERVALU, Inc. ............................... 5,600 78 Sysco Corp. ................................... 29,200 876 Tricon Global Restaurants, Inc. * ............. 6,150 203 UST, Inc. ..................................... 7,000 196 Williams Cos., Inc. ........................... 19,600 783 Wm. Wrigley Jr. Co. ........................... 4,900 469 -------- 24,800 163 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Health Care Products - 12.4% Abbott Laboratories ........................... 66,900 $ 3,240 Allergan, Inc. ................................ 5,900 571 ALZA Corp. * .................................. 9,400 400 American Home Products Corp. .................. 56,300 3,578 Applera Corporation - Applied Biosystems Group ....................................... 9,100 856 Bausch & Lomb, Inc. ........................... 2,200 89 Baxter International, Inc. .................... 12,700 1,122 Becton, Dickinson & Co. ....................... 10,700 370 Biomet, Inc. .................................. 7,650 304 Boston Scientific Corp. * ..................... 17,500 240 Bristol-Myers Squibb Co. ...................... 84,600 6,255 C.R. Bard, Inc. ............................... 2,200 102 Cardinal Health, Inc. ......................... 12,000 1,195 Chiron Corp. * ................................ 7,700 343 Eli Lilly & Co. ............................... 48,800 4,541 Forest Laboratories, Inc. * ................... 3,700 492 Guidant Corp. * ............................... 13,600 734 Johnson & Johnson ............................. 60,100 6,314 King Pharmaceuticals, Inc. * .................. 7,500 388 MedImmune, Inc. * ............................. 9,300 443 Medtronic, Inc. ............................... 52,000 3,139 Merck & Co., Inc. ............................. 99,500 9,316 Pfizer, Inc. .................................. 272,875 12,552 Pharmacia Corp. ............................... 55,805 3,404 Schering-Plough Corp. ......................... 63,200 3,587 Stryker Corp. ................................. 8,500 430 UnitedHealth Group, Inc. ...................... 14,000 859 Watson Pharmaceuticals, Inc. * ................ 4,800 246 -------- 65,110 Health Care Services - 0.7% Biogen, Inc. * ................................ 6,400 384 HCA-The Healthcare Corporation ................ 24,250 1,067 HEALTHSOUTH Corp. * ........................... 16,500 269 Humana, Inc. * ................................ 7,200 110 Manor Care, Inc. * ............................ 4,400 91 McKesson HBOC, Inc. ........................... 12,133 436 St. Jude Medical, Inc. * ...................... 3,600 221 Tenet Healthcare Corp. * ...................... 13,900 618 Wellpoint Health Networks, Inc. * ............. 2,700 311 -------- 3,507 Household Appliances / Furnishings - 0.1% Leggett & Platt, Inc. ......................... 8,400 159 Maytag Corp. .................................. 3,500 113 Whirlpool Corp. ............................... 3,100 148 -------- 420 Housing - 0.1% Centex Corp. .................................. 2,800 105 Kaufman & Broad Home Corp. .................... 2,100 71 Masco Corp. ................................... 19,100 490 Pulte Corp. ................................... 2,200 93 -------- 759 Insurance - 4.3% Aetna US Healthcare, Inc. * ................... 6,000 246 AFLAC, Inc. ................................... 11,700 845 Allstate Corp. ................................ 31,800 1,385 Ambac Financial Group, Inc. ................... 4,500 263 American General Corp. ........................ 11,121 906 American International Group, Inc. ............ 100,629 9,918 Aon Corp. ..................................... 11,000 377 Chubb Corp. ................................... 7,700 666 Cigna Corp. ................................... 6,600 873 Cincinnati Financial Corp. .................... 6,900 273 Conseco, Inc. ................................. 13,991 185 Hartford Financial Services Group, Inc. ....... 9,900 699 Jefferson-Pilot Corp. ......................... 4,450 333 Lincoln National Corp. ........................ 8,200 388 Loews Corp. ................................... 4,200 435 Marsh & McLennan Cos., Inc. ................... 11,700 1,369 MBIA, Inc. .................................... 4,200 311 Metlife, Inc. ................................. 33,100 1,159 MGIC Investment Corp. ......................... 4,500 304 Progressive Corp. ............................. 3,100 321 Safeco Corp. .................................. 5,300 174 St. Paul Cos., Inc. ........................... 9,414 511 Torchmark, Inc. ............................... 5,500 211 UnumProvident Corp. ........................... 10,320 277 -------- 22,429 Leisure & Recreation - 0.6% Brunswick Corp. ............................... 3,800 63 Carnival Corp. ................................ 25,900 798 Eastman Kodak Co. ............................. 13,300 524 Harrah's Entertainment, Inc. * ................ 5,200 137 Hasbro, Inc. .................................. 7,125 76 Hilton Hotels Corp. ........................... 15,800 166 Marriott International, Inc. - Cl. A .......... 10,300 435 Mattel, Inc. .................................. 18,300 264 SABRE Group Holdings, Inc. * .................. 5,574 240 Starwood Hotels & Resorts Worldwide, Inc. ..... 8,000 282 -------- 2,985 Machinery - 0.4% Caterpillar, Inc. ............................. 15,000 710 Deere & Co. ................................... 10,000 458 Dover Corp. ................................... 8,700 353 FMC Corp. * ................................... 1,400 100 Ingersoll-Rand Co. ............................ 6,900 289 McDermott International, Inc. ................. 2,100 23 Thermo Electron Corp. * ....................... 7,400 220 -------- 2,153 164 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Media - Publishing - 0.4% Dow Jones & Co., Inc. ......................... 3,800 $ 215 Gannett Co., Inc. ............................. 11,400 719 Knight-Ridder, Inc. ........................... 3,300 188 Meredith Corp. ................................ 2,200 71 New York Times Co. - Cl. A .................... 7,300 292 Tribune Co. ................................... 13,265 560 -------- 2,045 Media - TV / Radio - 2.3% Clear Channel Communications, Inc. * .......... 25,300 1,226 Comcast Corp. - Cl. A ......................... 39,000 1,628 McGraw-Hill Cos., Inc. ........................ 8,600 504 The Walt Disney Co. ........................... 90,500 2,619 Time Warner, Inc. ............................. 57,500 3,004 Viacom, Inc. - Cl. B * ........................ 65,462 3,060 -------- 12,041 Metal Production & Fabrication - 0.0% Timken Co. .................................... 2,900 44 Worthington Industries, Inc. .................. 3,700 30 -------- 74 Metals & Mining - 0.4% Alcan Aluminum, Ltd. .......................... 14,000 479 Alcoa, Inc. ................................... 37,588 1,259 Inco, Ltd. .................................... 7,300 122 Phelps Dodge Corp. ............................ 3,396 190 -------- 2,050 Natural Gas Distribution - 0.6% Enron Corp. ................................... 32,200 2,676 KeySpan Corp. ................................. 5,800 246 Nicor, Inc. ................................... 2,000 86 Peoples Energy Corp. .......................... 1,200 54 Sempra Energy ................................. 8,804 205 -------- 3,267 Oil - 1.3% Conoco, Inc. - Cl. B .......................... 26,345 762 ONEOK, Inc. ................................... 1,200 58 Royal Dutch Petroleum Co. - NY Shares ......... 93,100 5,638 Tosco Corp. ................................... 6,200 211 -------- 6,669 Oil & Natural Gas Exploration & Production - 4.4% Amerada Hess Corp. ............................ 3,900 285 Anadarko Petroleum Corp. ...................... 10,662 758 Apache Corp. .................................. 5,200 364 Burlington Resources, Inc. .................... 9,210 465 Chevron Corp. ................................. 28,000 2,364 Coastal Corp. ................................. 9,400 830 Devon Energy Corp. * .......................... 5,600 342 EOG Resources, Inc. ........................... 4,900 268 Exxon Mobil Corp. ............................. 150,355 13,072 Kerr-McGee Corp. .............................. 4,070 272 Kinder Morgan, Inc. ........................... 5,000 261 Occidental Petroleum Corp. .................... 15,800 383 Phillips Petroleum Co. ........................ 11,400 648 Rowan Cos., Inc. * ............................ 4,000 108 Sunoco, Inc. .................................. 3,800 128 Texaco, Inc. .................................. 23,800 1,479 Transocean Sedco Forex, Inc. .................. 9,036 416 Unocal Corp. .................................. 10,400 402 USX-Marathon Group ............................ 13,400 372 -------- 23,217 Oil - Equipment & Service - 0.7% Baker Hughes, Inc. ............................ 14,200 590 Halliburton Co. ............................... 19,500 707 Nabors Industries, Inc. * ..................... 6,400 379 Schlumberger, Ltd. ............................ 24,400 1,950 -------- 3,626 Paper & Forest Products - 0.8% Boise Cascade Corp. ........................... 2,500 84 Georgia-Pacific Corp. ......................... 9,626 300 International Paper Co. ....................... 21,367 872 Kimberly-Clark Corp. .......................... 23,200 1,640 Louisiana-Pacific Corp. ....................... 4,600 47 Mead Corp. .................................... 4,400 138 Potlatch Corp. ................................ 1,200 40 Temple-Inland, Inc. ........................... 2,200 118 Westvaco Corp. ................................ 4,300 125 Weyerhaeuser Co. .............................. 9,200 467 Willamette Industries, Inc. ................... 4,800 225 -------- 4,056 Personal & Commercial Lending - 0.5% Capital One Financial Corp. ................... 8,700 573 Countrywide Credit Industries, Inc. ........... 4,900 246 MBNA Corp. .................................... 36,775 1,358 USA Education, Inc. ........................... 6,700 456 -------- 2,633 Pollution Control - 0.2% Allied Waste Industries, Inc. * ............... 8,600 125 Waste Management, Inc. ........................ 26,657 740 -------- 865 Precious Metals/Gems/Stones - 0.1% Barrick Gold Corp. ............................ 17,000 278 Freeport-McMoRan Copper & Gold, Inc. - Cl. B ....................................... 6,300 54 Homestake Mining Co. .......................... 11,100 46 Newmont Mining Corp. .......................... 6,901 118 Placer Dome, Inc. ............................. 14,100 136 -------- 632 165 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Retail - 0.1% Costco Wholesale Corp. * ...................... 19,900 $ 795 Retail - Department Stores - 4.3% Bed Bath & Beyond, Inc. * ..................... 12,000 269 Best Buy Co., Inc. ............................ 9,300 275 Circuit City Stores, Inc. ..................... 8,700 100 Consolidated Stores Corp. * ................... 5,300 56 Dillard's, Inc. - Cl. A ....................... 3,600 43 Dollar General Corp. .......................... 14,146 267 Federated Department Stores, Inc. * ........... 9,200 322 Gap, Inc. ..................................... 37,075 945 Harcourt General, Inc. ........................ 3,000 172 Home Depot, Inc. .............................. 100,550 4,594 J.C. Penney Co., Inc. ......................... 11,200 122 Kmart Corp. * ................................. 20,600 109 Kohl's Corp. .................................. 14,000 854 Limited, Inc. ................................. 18,452 315 Lowe's Cos., Inc. ............................. 17,000 756 May Department Stores Co. ..................... 13,150 431 Office Depot, Inc. ............................ 12,900 92 RadioShack Corp. .............................. 8,000 342 Sears, Roebuck & Co. .......................... 15,100 525 Staples, Inc. * ............................... 20,750 245 Target Corp. .................................. 39,400 1,271 Tiffany & Co. ................................. 6,200 196 Toys "R" Us, Inc. * ........................... 9,300 155 Wal-Mart Stores, Inc. ......................... 193,100 10,258 -------- 22,714 Retail - Drug Stores - 0.6% CVS Corp. ..................................... 17,000 1,019 Longs Drug Stores Corp. ....................... 1,900 46 TJX Cos., Inc. ................................ 12,900 358 Walgreen Co. .................................. 43,300 1,810 -------- 3,233 Retail - Food - 1.0% Albertson's, Inc. ............................. 18,177 482 Darden Restaurants, Inc. ...................... 5,300 121 McDonald's Corp. .............................. 56,700 1,928 Safeway, Inc. * ............................... 21,500 1,344 The Kroger Co. * .............................. 35,800 969 Wendy's International, Inc. ................... 4,900 128 Winn-Dixie Stores, Inc. ....................... 5,700 110 -------- 5,082 Shoe & Apparel Manufacturing - 0.2% Liz Claiborne, Inc. ........................... 2,300 96 Nike, Inc. - Cl. B ............................ 11,700 653 Nordstrom, Inc. ............................... 5,400 98 Reebok International, Ltd. .................... 2,400 66 V.F. Corp. .................................... 4,900 177 -------- 1,090 Steel - 0.0% Allegheny Technologies, Inc. .................. 3,750 60 Nucor Corp. ................................... 3,600 143 USX-U.S. Steel Group, Inc. .................... 3,800 68 -------- 271 Telecommunication Equipment - 2.4% ADC Telecommunications, Inc. * ................ 33,800 613 Andrew Corp. * ................................ 3,450 75 JDS Uniphase Corp. * .......................... 41,600 1,734 Lucent Technologies, Inc. ..................... 145,225 1,961 Nortel Networks Corp. ......................... 134,000 4,296 QUALCOMM, Inc. * .............................. 32,400 2,663 Scientific-Atlanta, Inc. ...................... 6,800 221 Symbol Technologies, Inc. ..................... 6,200 223 Tellabs, Inc. * ............................... 17,800 1,006 -------- 12,792 Telecommunication Services - 2.5% Avaya, Inc. * ................................. 12,302 127 Global Crossing, Ltd. * ....................... 38,590 552 Nextel Communications, Inc. - Cl. A * ......... 32,900 814 Qwest Communications International, Inc. * ...................................... 72,062 2,955 Sprint PCS (PCS Group) * ...................... 40,600 830 Verizon Communications ........................ 116,774 5,853 WorldCom, Inc. * .............................. 125,077 1,759 -------- 12,890 Telephone - 2.8% Alltel Corp. .................................. 13,800 862 AT&T Corp. .................................... 163,207 2,826 BellSouth Corp. ............................... 80,900 3,312 CenturyTel, Inc. .............................. 6,000 214 SBC Communications, Inc. ...................... 146,397 6,990 Sprint Corp. .................................. 38,700 786 -------- 14,990 Transportation Services - 0.7% AMR Corp. * ................................... 6,400 251 Burlington Northern Santa Fe .................. 16,900 478 CSX Corp. ..................................... 8,900 231 Delta Air Lines, Inc. ......................... 5,300 266 Fedex Corp. * ................................. 12,400 495 Harley-Davidson, Inc. ......................... 13,500 537 Norfolk Southern Corp. ........................ 16,400 218 Ryder System, Inc. ............................ 2,600 43 Southwest Airlines Co. ........................ 22,100 741 U.S. Airways Group, Inc. * .................... 2,900 118 Union Pacific Corp. ........................... 10,600 538 -------- 3,916 U.S. Government Agencies - 1.1% Federal Home Loan Mortgage Corp. # ............ 29,900 2,060 166 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued U.S. Government Agencies - Continued Federal National Mortgage Assoc. # ............ 43,600 $ 3,782 -------- 5,842 -------- TOTAL COMMON STOCK- 96.4% 506,583 Par Value (000's) SHORT-TERM INVESTMENTS - 3.5% Investment in joint trading account (Note B) 6.695% due 01/02/01 ........................... $ 17,460 17,460 U.S. Treasury Bill 5.88% due 03/15/01 ............................ 1,245 1,239 -------- 18,699 -------- -------- TOTAL INVESTMENTS- 99.9% 525,282 Cash and Receivables, less payables- 0.1% 377 -------- -------- NET ASSETS- 100.0% 525,659 ======== ======== * Non-income producing security. # Securities, or a portion thereof, with an aggregate market value of $1,230 have been segregated to collateralize financial futures contracts. See notes to financial statements. 167 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- HIGH YIELD BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS Aerospace & Defense - 0.9% Argo-Tech Corp. 8.625% due 10/01/07 ........................... $ 15 $ 12 K & F Industries, Inc. - Sr. Sub. Notes 9.25% due 10/15/07 ............................ 225 218 -------- 230 Auto & Truck Parts - 4.0% Accuride Corp. - Sr. Sub. Notes 9.25% due 02/01/08 ............................ 125 77 Delco Remy International, Inc. 10.625% due 08/01/06 .......................... 195 158 Delco Remy International, Inc. - Sr. Notes 8.625% due 12/15/07 ........................... 50 41 Dura Operating Corp. 9.0% due 05/01/09 ............................. 185 154 Federal Mogul Corp. 7.5% due 01/15/09 ............................. 750 120 Federal-Mogul Corp. - Sr. Notes 8.8% due 04/15/07 ............................. 100 16 Hayes Lemmerz International, Inc. 9.125% due 07/15/07 ........................... 100 67 Hayes Lemmerz International, Inc. - Ser. B 9.125% due 07/15/07 ........................... 5 3 LDM Technologies, Inc. 10.75% due 01/15/07 ........................... 135 68 Lear Corp. - Ser. B 8.11% due 05/15/09 ............................ 200 181 Lear Corp. - Sub. Notes 9.5% due 07/15/06 ............................. 100 96 Numatics, Inc. - Ser. B 9.625% due 04/01/08 ........................... 100 62 -------- 1,043 Automobile - 0.7% Lear Corp. - Ser B 7.96% due 05/15/05 ............................ 140 132 Navistar International - Sr. Sub Notes Ser. B 8.0% due 02/01/08 ............................. 50 37 -------- 169 Bank - 0.4% Western Financial Bank - Sub. 8.875% due 08/01/07 ........................... 125 113 Business Services - 0.6% Express Scripts, Inc. - Sr. Notes 9.625% due 06/15/09 ........................... 155 160 Chemical - 4.5% Acetex Corp. - Sr. Notes 9.75% due 10/01/03 ............................ 120 109 Avecia Group plc 11.0% due 07/01/09 ............................ 200 198 Georgia Gulf Corp. 10.375% due 11/01/07 .......................... 200 185 Lyondell Chemical Co. - Debs 9.8% due 02/01/20 ............................. 110 97 Lyondell Chemical Co. 9.875% due 05/01/07 ........................... 345 335 Lyondell Chemical Co. - Notes Ser. A 9.625% due 05/01/07 ........................... 100 97 PCI Chemicals Canada, Inc. 9.25% due 10/15/07 ............................ 90 25 Texas Petrochemical Corp. - Sr Sub. Notes 11.125% due 07/01/06 .......................... 150 113 -------- 1,159 Coal - 1.2% P&L Coal Holdings Corp. 9.625% due 05/15/08 ........................... 300 299 Commercial Sevices - 2.9% American Color Graphics, Inc. 12.75% due 08/01/05 ........................... 125 118 Iron Mountain, Inc. 8.75% due 09/30/09 ............................ 150 147 Pierce Leahy Command Co. 8.125% due 05/15/08 ........................... 75 70 Pierce Leahy Corp. - Sr. Sub. Notes 9.125% due 07/15/07 ........................... 220 218 Waste Management, Inc. 6.875% due 05/15/09 ........................... 200 188 -------- 741 Computer Equipment - 0.4% Seagate Technology, Intl. - 144A (a) 12.5% due 11/15/07 ............................ 110 104 Computer Software & Services - 2.2% Concentric Network Corp. - Sr. Notes 12.75% due 12/15/07 ........................... 150 127 Covad Communications Group, Inc. 12.0% due 02/15/10 ............................ 115 29 Exodus Communications - Sr. Notes 144A (a) 11.625% due 07/15/10 .......................... 250 222 PSINet, Inc. - Sr. Notes 10.0% due 02/15/05 ............................ 200 56 11.0% due 08/01/09 ............................ 50 14 11.5% due 11/01/08 ............................ 375 113 -------- 561 Consumer Miscellaneous - 2.1% Lin Holdings Corp. - Sr. Disc. Notes 1.0% due 03/01/08 ............................. 650 465 Resolution Performance Products - Sr. Sub Notes 144A (a) 13.5% due 11/15/10 ............................ 65 67 -------- 532 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- HIGH YIELD BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Container - 2.8% BWAY Corp. - Ser. B 10.25% due 04/15/07 ............................ $ 175 $ 158 Crown Cork & Seal - Notes 8.375% due 01/15/05 ............................ 350 199 Gaylord Container Corp. - Sr. Notes Ser. B 9.375% due 06/15/07 ............................ 350 217 Owens-Ilinois, Inc. - Debs 7.5% due 05/15/10 .............................. 85 45 Packaging Corp. of America 9.625% due 04/01/09 ............................ 125 129 -------- 748 Diversified Operations - 1.8% Consumers International - Sr. Notes 10.25% due 04/01/05 ............................ 350 35 Fisher Scientific International, Inc. - Sr. Sub. Notes 9.0% due 02/01/08 .............................. 125 114 Kansas City Southern - Sr. Notes 144A (a) 9.5% due 10/01/08 .............................. 25 26 Prestolite Electric, Inc. 9.625% due 02/01/08 ............................ 225 101 Roller Bearing Co. America, Inc. - Ser. B 9.625% due 06/15/07 ............................ 30 26 SCG Holdings Corp. 12.0% due 08/01/09 ............................. 129 110 Westinghouse Air Brake Co. - Sr. Notes 9.375% due 06/15/05 ............................ 45 42 -------- 454 Electric Power - 1.3% Calpine Corp. - Sr. Notes 8.625% due 08/15/10 ............................ 100 98 Western Resources, Inc. 7.125% due 08/01/09 ............................ 65 60 Western Resources, Inc. - Sr. Notes 6.875% due 08/01/04 ............................ 180 173 -------- 331 Electrical Equipment - 0.3% Wesco Distribution, Inc. - Ser. B 9.125% due 06/01/08 ............................ 100 88 Financial Services - 1.8% AMSC Acquisition Co., Inc. - Ser. B 12.25% due 03/31/08 ............................ 50 17 RBF Finance Co. 11.375% due 03/15/09 ........................... 220 254 Tembec Finance Corp. - Sr. Notes 9.875% due 09/30/05 ............................ 195 199 -------- 470 Food, Beverage & Tobacco - 3.4% Aurora Foods, Inc. - Sr. Sub. Notes 8.75% due 07/01/08 ............................. 75 51 9.875% due 02/15/07 ............................ 50 36 Azurix Corp. 10.75% due 02/15/10 ............................ 195 189 B&G Foods, Inc. 9.625% due 08/01/07 ............................ 125 81 Chiquita Brands International, Inc. - Sr. Notes 10.0% due 06/15/09 ............................. 290 101 Del Monte Foods Co. - Sr. Disc. Notes Ser. B 12.5% due 12/15/07 ............................. 172 127 Nash-Finch Co. - Ser. B 8.5% due 05/01/08 .............................. 275 201 New World Pasta Co. 9.25% due 02/15/09 ............................. 225 95 -------- 881 Foreign - 0.3% Satelites Mexicanos SA - Sr. Notes 10.125% due 11/01/04 ........................... 125 81 Health Care Products - 4.7% ALARIS Medical Systems, Inc. 9.75% due 12/01/06 ............................. 550 203 ALARIS Medical, Inc. - Sr. Disc. Notes 1.0% due 08/01/08 .............................. 150 12 Beckman Coulter, Inc. 7.45% due 03/04/08 ............................. 50 48 Bergen Brunswig Corp. 7.375% due 01/15/03 ............................ 250 235 Conmed Corp. 9.0% due 03/15/08 .............................. 340 272 MEDIQ, Inc. 11.0% due 06/01/08 ............................. 125 1 Owens & Minor, Inc. 10.875% due 06/01/06 ........................... 131 135 Owens Illinois , Inc. 7.15% due 05/15/05 ............................. 165 96 Packard Bioscience, Co. - Sr. Sub Notes 9.375% due 03/01/07 ............................ 125 110 Warner Chilcott, Inc. - Ser. 144A (a) 12.625% due 02/15/08 ........................... 125 128 -------- 1,240 Health Care Services - 3.7% Beverly Enterprises, Inc. 9.0% due 02/15/06 .............................. 310 286 Bio-Rad Labs, Inc. 11.625% due 02/15/07 ........................... 107 110 Columbia/HCA Healthcare Corp. 7.25% due 05/20/08 ............................. 50 48 HCA - The Healthcare Co. - Notes 8.75% due 09/01/10 ............................. 65 69 Tenet Healthcare Corp. - Sr. Sub Notes 8.125% due 12/01/08 ............................ 175 177 8.625% due 01/15/07 ............................ 50 51 169 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- HIGH YIELD BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Health Care Services - Continued Triad Hospitals Holdings, Inc. 11.0% due 05/15/09 ............................. $ 200 $ 212 -------- 953 Household Appliances / Furnishings - 0.8% Mattress Discounters Co. 12.625% due 07/15/07 ........................... 75 67 Sealy Mattress Co. - Ser. B 0.0% due 12/15/07 .............................. 175 131 -------- 198 Housing - 1.4% American Standard Cos., Inc. 7.625% due 02/15/10 ............................ 85 82 Grove Worldwide Llc - Sr. Sub. Notes 9.25% due 05/01/08 ............................. 85 8 Standard Pacific Corp. - Sr. Notes 8.5% due 06/15/07 .............................. 110 101 8.5% due 04/01/09 .............................. 185 164 -------- 355 Leisure & Recreation - 4.5% AMC Entertainment, Inc. - Sr. Sub. Notes 9.5% due 03/15/09 .............................. 125 71 9.5% due 02/01/11 .............................. 375 214 John Q. Hammons Hotels 8.875% due 02/15/04 ............................ 425 384 Station Casinos, Inc. - Sr. Sub Notes 9.875% due 07/01/10 ............................ 100 103 Station Casinos, Inc. - Sr. Sub. Notes 8.875% due 12/01/08 ............................ 225 221 True Temper Sports, Inc. - Sr. Sub. Notes 10.875% due 12/01/08 ........................... 175 169 -------- 1,162 Media - Publishing - 0.7% Adelphia Communications Corp. 9.875% due 03/01/07 ............................ 50 47 Sun Media Corp. - Sr. Sub. Notes 9.5% due 05/15/07 .............................. 150 145 -------- 192 Media - TV / Radio - 10.2% Adelphia Communications Corp. 9.375% due 11/15/09 ............................ 150 132 Allbritton Communications Co. - Sr. Sub. Debs. Ser. B 9.75% due 11/30/07 ............................. 250 244 Allbritton Communications Co. - Sr. Sub. Notes 8.875% due 02/01/08 ............................ 50 46 Benedek Communications Corp. - Sr. Disc Notes 0.0% due 05/15/06 .............................. 325 211 Cablevision SA - Bonds 13.75% due 05/01/09 ............................ 60 44 Century Communications Corp. - Cl. A 8.875% due 01/15/07 ............................ 75 66 Century Communications Corp. - Sr. Disc Notes 0.0% due 01/15/08 .............................. 500 200 Charter Communications Holdings, LLC - Sr Notes 8.625% due 04/01/09 ............................ 575 522 Classic Cable, Inc. 10.5% due 03/01/10 ............................. 510 204 Classic Cable, Inc. - Ser. B 9.375% due 08/01/09 ............................ 20 8 EchoStar DBS Corp. - Sr. Notes 9.375% due 02/01/09 ............................ 625 609 Frontiervision Holding L.P. - Sr. Disc. Notes 1.0% due 09/15/07 .............................. 200 168 Granite Broadcassting Corp. - Sr. Sub. Notes 8.875% due 05/15/08 ............................ 175 93 United Pan-Europe Comm - Sr. Notes Ser. B 11.5% due 02/01/10 ............................. 125 81 Young Broadcasting, Inc. 8.75% due 06/15/07 ............................. 50 46 -------- 2,674 Metals & Mining - 0.1% Neenah Corp. - Ser. F 11.125% due 05/01/07 ........................... 40 30 Neenah Corp. - Sr. Sub. Notes 11.125% due 05/01/07 ........................... 10 7 -------- 37 Natural Gas Distribution - 0.6% Energy Corp. of America - Sr. Sub. Notes 9.5% due 05/15/07 .............................. 200 160 Oil & Natural Gas Exploration & Production - 2.7% Costilla Energy, Inc. - Sr. Notes 10.25% due 10/01/06 ............................ 71 0 Plains Resources, Inc. 10.25% due 03/15/06 ............................ 200 199 Plains Resources, Inc. - Sr. Sub. Notes 10.25% due 03/15/06 ............................ 175 174 Pride International, Inc. - Sr.Notes 9.375% due 05/01/07 ............................ 100 103 10.0% due 06/01/09 ............................. 100 105 Texas Petrochemical Corp. - Sr. Sub. Notes 11.125% due 07/01/06 ........................... 175 131 -------- 712 Oil - Equipment & Service - 1.0% ICO, Inc. - Sr. Notes 10.375% due 06/01/07 ........................... 50 47 170 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- HIGH YIELD BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Oil - Equipment & Service - Continued Key Energy Services, Inc. 14.0% due 01/15/09 .............................. $ 65 $ 74 Pioneer Natural Resources Co. 9.625% due 04/01/10 ............................. 45 48 Tuboscope, Inc. 7.5% due 02/15/08 ............................... 100 95 ------ 264 Paper & Forest Products - 1.2% Doman Industries, Ltd. 12.0% due 07/01/04 .............................. 75 73 Doman Industries, Ltd. - Sr. Notes 8.75% due 03/15/04 .............................. 275 124 Paperboard Industries International, Inc. - Sr. Notes 8.375% due 09/15/07 ............................. 40 30 Repap New Brunswick, Inc. - Sr. Notes 10.625% due 04/15/05 ............................ 75 77 Tembec Industries, Inc. 8.625% due 06/30/09 ............................. 15 15 ------ 319 Pollution Control - 0.9% Allied Waste North America 7.625% due 01/01/06 ............................. 250 237 Real Estate Development - 0.5% D.R. Horton, Inc. 8.0% due 02/01/09 ............................... 60 54 Del Webb Corp. - Sr. Sub. Debs. 10.25% due 02/15/10 ............................. 75 68 ------ 122 Retail - Drug Stores - 1.7% Duane Reade, Inc. - Sr. Sub. Notes 9.25% due 02/15/08 .............................. 500 430 Retail - Food - 0.8% Stater Bros. Holdings, Inc. - Senior Notes 10.75% due 08/15/06 ............................. 250 209 Shoe & Apparel Manufacturing - 2.0% Levi Strauss & Co. - Notes 6.8% due 11/01/03 ............................... 100 81 7.0% due 11/01/06 ............................... 260 195 WestPoint Stevens, Inc. - Sr. Notes 7.875% due 06/15/08 ............................. 350 248 ------ 524 Steel - 3.0% AK Steel Corp. 7.875% due 02/15/09 ............................. 250 222 AK Steel Corp. - Sr. Notes 9.125% due 12/15/06 ............................. 100 95 Algoma Steel, Inc. 12.375% due 07/15/05 ............................ 300 102 Steel - Continued Armco, Inc. - Sr. Notes 9.0% due 09/15/07 ............................... 75 67 LTV Corp. 11.75% due 11/15/09 ............................. 433 9 National Steel Corp. 9.875% due 03/01/09 ............................. 320 128 Weirton Steel Corp. - Sr. Notes 11.375% due 07/01/04 ............................ 375 154 ------ 777 Telecommunication Equipment - 3.3% Alestra SA de CV - Sr. Notes 12.125% due 05/15/06 ............................ 175 142 Covad Communications Group, Inc. - Sr. Notes 12.5% due 02/15/09 .............................. 50 13 Crown Castle International Corp. - Sr. Disc. Notes 1.0% due 11/15/07 ............................... 250 200 Fairchild Semiconductor Corp. 10.375% due 10/01/07 ............................ 35 33 Fairchild Semiconductor Corp. - Sr. Sub. Notes 10.125% due 03/15/07 ............................ 250 230 Intermedia Communications, Inc. - Sr. Notes Ser. B 9.5% due 03/01/09 ............................... 300 216 L-3 Communications Corp. - Sr. Sub. Notes 8.5% due 05/15/08 ............................... 35 33 ------ 867 Telecommunication Services - 14.8% BTI Telecom Corp. - Sr. Notes 10.5% due 09/15/07 .............................. 100 25 Fonda Group, Inc. - Sr. Sub. Notes 9.5% due 03/01/07 ............................... 125 98 GCI, Inc. - Sr. Notes 9.75% due 08/01/07 .............................. 400 368 Global Crossing Holdings, Ltd. 9.125% due 11/15/06 ............................. 100 96 GST Telecommunications, Inc. - Sr. Sub. Notes 12.75% due 11/15/07 ............................. 50 1 GT Group Telecom - Sr. discount notes 0.0% due 02/01/10 ............................... 180 61 Hyperion Telecommunications, Inc. - Sr. Disc. Notes 13.0% due 04/15/03 .............................. 250 180 Hyperion Telecommunications, Inc. - Sr. Notes 12.25% due 09/01/04 ............................. 165 132 Insight Midwest 9.75% due 10/01/09 .............................. 235 233 Insight Midwest LP - Sr. Notes 144A (a) 10.5% due 11/01/10 .............................. 40 41 Intermedia Communications, Inc. - Sr. Notes 8.875% due 11/01/07 ............................. 275 192 171 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- HIGH YIELD BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Telecommunication Services - Continued KMC Telecom Holdings, Inc. - Sr. Disc. Notes 1.0% due 02/15/08 ............................... $ 275 $ 33 Level 3 Communications, Inc. 11.25% due 03/15/10 ............................. 200 175 Level 3 Communications, Inc. - Sr. Notes 9.125% due 05/01/08 ............................. 30 24 McleodUSA, Inc. 8.125% due 02/15/09 ............................. 175 150 McLeodUSA, Inc. - Sr. Notes 8.375% due 03/15/08 ............................. 230 201 9.5% due 11/01/08 ............................... 55 50 Nextel Communications - Sr. Notes 9.375% due 11/15/09 ............................. 150 141 Nextel Communications, Inc. - Sr. Disc. Notes 1.0% due 10/31/07 ............................... 650 483 NEXTLINK Communications, Inc. - Sr. Disc. Notes 1.0% due 04/15/08 ............................... 300 155 NTL Communications Corp. - Sr. Notes 1.0% due 10/01/08 ............................... 615 344 RCN Corp. 0.0% due 10/15/07 ............................... 50 18 10.0% due 10/15/07 .............................. 200 112 RCN Corp. - Sr. Disc. Notes 1.0% due 07/01/08 ............................... 425 132 RSL Communications plc 9.125% due 03/01/08 ............................. 100 4 Telecommunications Techniques Co. 9.75% due 05/15/08 .............................. 140 123 Time Warner Telecom Llc - Sr. Notes 9.75% due 07/15/08 .............................. 290 270 ------ 3,842 Telephone - 0.9% e.spire Communications, Inc. - Sr. Disc. Notes 1.0% due 04/01/06 ............................... 75 26 ITC DeltaCom, Inc. - Sr. Notes 8.875% due 03/01/08 ............................. 125 82 9.75% due 11/15/08 .............................. 75 53 Viatel, Inc. - Sr. Notes 11.25% due 04/15/08 ............................. 125 39 11.5% due 03/15/09 .............................. 150 46 ------ 246 Transportation Services - 0.6% Dunlop Standard Aero Holdings - Sr. Notes 11.875% due 05/15/09 ............................ 150 150 ------ TOTAL PUBLICLY-TRADED BONDS- ............... 91.7% 23,834 PREFERRED STOCK Food, Beverage & Tobacco - 0.0% Aurora Foods, Inc. .............................. 2,214 $ 5 Media - Publishing - 0.4% Primedia, Inc. .................................. 1,250 100 Telecommunication Services - 0.2% XO Communications, Inc. ......................... 128 58 ------ TOTAL PREFERRED STOCK- ..................... 0.6% 163 WARRANTS Household Appliances / Furnishings - 0.0% Mattress Discounters Corp. expires 07/07/15 (Cost $1) ...................... 75 1 Telecommunication Services - 0.0% GT Group Telecom, Inc. expires 02/01/10 (Cost $9) ...................... 180 7 KMC Telecom Holdings, Inc. - WT 144A (a) expires 01/31/08 (Cost $0) ...................... 250 1 ------ 8 ------ TOTAL WARRANTS- ............................ 0.0% 9 Par Value (000's) SHORT-TERM INVESTMENTS - 4.4% Investment in joint trading account (Note B) 6.695% due 01/02/01 ........................... 1,127 1,127 ------ ------ TOTAL INVESTMENTS- 96.7% 25,133 Cash and Receivables, less payables- 3.3% 845 ------ ------ NET ASSETS- 100.0% 25,978 ====== ====== (a) Pursuant to Rule 144A under the Securities Act of 1993, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2000, securities aggregated $589 or 2.27% of net assets of the Portfolio. See notes to financial statements. 172 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- GLOBAL BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS Australia - 0.9% Commonwealth of Australia - Bonds (GOVF) 7.5% due 07/15/05 .............................. $ 1,000 $ 604 Canada - 2.0% Government of Canada - Bonds (GOVF) 7.0% due 12/01/06 .............................. 1,100 793 Government of Canada (GOVF) 7.25% due 06/01/07 ............................. 750 550 ------ 1,343 Denmark - 2.1% Danske Kredit (LEND) 6.0% due 10/01/29 .............................. 5,975 721 Kingdom of Denmark - Bullet Bond (GOVF) 8.0% due 03/15/06 .............................. 5,080 726 ------ 1,447 Finland - 4.4% Republic of Finland - Bonds (GOVF) 5.75% due 02/23/11 ............................. 3,050 3,015 France - 4.4% Government of France - Bonds (GOVF) 5.25% due 04/25/08 ............................. 1,580 1,529 Government of France - O.A.T. (GOVF) 5.5% due 04/25/07 .............................. 1,490 1,466 ------ 2,995 Germany - 16.7% Allgemeine Hypothekenbank (BANK) 5.0% due 09/02/09 .............................. 500 454 Bayer Hypo Veriens (BANK) 5.0% due 04/02/08 .............................. 1,000 922 Bundesrepublic Deutschland - Bonds (GOVF) 6.75% due 04/22/03 ............................. 3,000 2,953 Federal Republic of Germany - Bonds (GOVF) 5.25% due 01/04/08 ............................. 3,750 3,631 6.875% due 05/12/05 ............................ 2,750 2,813 Mannesman Finance BV (MACH) 4.75% due 05/27/09 ............................. 750 639 ------ 11,412 Greece - 1.5% Hellenic Republic - Bonds (GOVF) 8.6% due 03/26/08 .............................. 220,000 721 8.8% due 06/19/07 .............................. 100,000 327 ------ 1,048 Ireland - 0.9% Republic of Ireland - Debs. (GOVF) 4.0% due 04/18/10 .............................. 750 649 Japan - 2.2% International Bank of Reconstruction & Development - Debs. (BANK) 4.75% due 12/20/04 .............................. $150,000 $ 1,514 Luxembourg - 1.4% Ford Motor Credit Co. (LEND) 5.25% due 06/16/08 .............................. 2,100 957 Netherlands - 8.6% Deutsche Telekom International Finance (TELS) 6.625% due 07/06/10 ............................. 1,000 956 Government of Netherlands - Bonds (GOVF) 5.5% due 07/15/10 ............................... 1,780 1,735 5.75% due 09/15/02 .............................. 1,200 1,148 6.5% due 04/15/03 ............................... 1,500 1,465 Government of Netherlands - Bonds Series 1 & 2 (GOVF) 6.0% due 01/15/06 ............................... 600 595 ------ 5,899 New Zealand - 0.7% Government of New Zealand - Bonds (GOVF) 8.0% due 11/15/06 ............................... 1,000 485 Norway - 0.8% Norwegian Government - Bonds (GOVF) 6.75% due 01/15/07 .............................. 5,000 587 Spain - 3.8% Kingdom of Spain - Notes (GOVF) 3.1% due 09/20/06 ............................... 120,000 1,171 4.0% due 01/31/10 ............................... 1,650 1,426 ------ 2,597 Supra National - 12.3% Asian Development Bank (BANK) 5.625% due 02/18/02 ............................. 150,000 1,391 Bank Of Ireland (BANK) 6.45% due 02/10/10 .............................. 1,000 965 BAT International Finance (FOOD) 4.875% due 02/25/09 ............................. 600 490 European Investment Bank - Notes (BANK) 3.0% due 09/20/06 ............................... 230,000 2,243 International Bank of Reconstruction & Development - Debs. (BANK) 4.5% due 03/20/03 ............................... 160,000 1,519 International-American Development Bank - Bonds (BANK) 1.9% due 07/08/09 ............................... 100,000 909 Royal Bank of Scotland plc (BANK) 8.375% due 01/29/07 ............................. 300 492 173 SCHEDULE OF INVESTMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- GLOBAL BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Supra National - Continued Standard Charter Bank (BANK) 5.375% due 05/06/09 ........................... $ 450 $ 401 -------- 8,410 Sweden - 0.8% Swedish Government (GOVF) 5.0% due 01/28/09 ............................. 5,200 561 United Kingdom - 4.0% U.K. Treasury (GOVF) 7.25% due 12/07/07 ............................ 805 1,351 U.K. Treasury - Bonds (GOVF) 8.5% due 12/07/05 ............................. 800 1,368 -------- 2,719 United States - 28.0% Belo AH Corp. - Sr. Notes (CONS) 7.125% due 06/01/07 ........................... 100 96 CenturyTel, Inc. - Sr. Notes Ser. H (TELS) 8.375% due 10/15/10 ........................... 175 182 Chancellor Media Corp. (MEDI) 8.0% due 11/01/08 ............................. 125 126 Charter Communication Holdings LLC - Sr. Notes (MEDI) 8.25% due 04/01/07 ............................ 375 339 Clear Channel Communications (MEDI) 7.65% due 09/15/10 ............................ 250 255 Crown Castle International Corp. - Sr. Notes (MEDI) 10.75% due 08/01/11 ........................... 75 78 Federal National Mortgage Assoc. - Sr. Notes (GOVA) 2.125% due 10/09/07 ........................... 100,000 923 Federal National Mortgage Assoc. (GOVA) 5.125% due 02/13/04 ........................... 1,500 1,478 6.0% due 05/15/08 ............................. 350 351 6.25% due 05/15/29 ............................ 500 502 6.5% due 07/01/29 ............................. 499 492 6.5% due 08/01/13 ............................. 488 488 7.0% due 11/01/30 ............................. 749 750 7.0% due 12/01/30 ............................. 400 400 7.5% due 12/01/30 ............................. 500 507 8.0% due 12/01/30 ............................. 500 512 Fox Sports Networks LLC - Sr. Disc. Notes (MEDI) 0.0% due 08/15/07 ............................. 125 110 KFW International Finance, Inc. (GOVF) 1.75% due 03/23/10 ............................ 220,000 1,958 Liberty Media Corp. - Bonds (MEDI) 7.875% due 07/15/09 ........................... 100 98 NiSource Finance Corp. - 144A (a) (FINL) 7.875% due 11/15/10 ........................... 125 131 Spectrasite Holdings, Inc. - Sr. Notes Ser. B (TELE) 10.75% due 03/15/10 ........................... 75 70 United States - Continued Time Warner, Inc. - Notes (MEDI) 8.18% due 08/15/07 ............................ 150 160 U.S. Treasury - Bonds (GOVE) 5.25% due 02/15/29 ............................ 250 240 U.S. Treasury - Notes (GOVE) 5.75% due 08/15/03 ............................ 2,000 2,029 6.25% due 02/15/07 ............................ 2,500 2,639 6.875% due 05/15/06 ........................... 1,000 1,082 U.S. Treasury - Bonds (GOVE) 7.25% due 05/15/16 ............................ 1,750 2,058 8.875% due 08/15/17 ........................... 625 850 Viacom, Inc. (MEDI) 7.7% due 07/30/10 ............................. 150 158 Vodafone Group plc - Notes (TELS) 7.625% due 02/15/05 ........................... 100 103 -------- 19,165 -------- TOTAL PUBLICLY-TRADED BONDS- 95.5% 65,407 SHORT-TERM INVESTMENTS - 2.5% United States - 2.5% Investment in joint trading account (Note B) 6.695% due 01/02/01 ........................... 1,616 1,616 U.S. Treasury Bill (GOVE) ....................... 5.955% due 03/22/01 ........................... 100 99 -------- 1,716 -------- -------- TOTAL INVESTMENTS- 98.0% 67,123 Cash and Receivables, less payables- 2.0% 1,350 -------- -------- NET ASSETS- 100.0% $68,473 ======== ======== (a) Pursuant to Rule 144A under the Securities Act of 1993, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2000, securities aggregated $131 or .19% of net assets of the Portfolio. See notes to financial statements. SUMMARY OF LONG-TERM SECURITIES BY INDUSTRY Market % of Industry Value Long-Term Industry Abbreviation (000s) Investments Foreign Governmental............. GOVF 33,626 51.4% Bank ....... .................... BANK 10,810 16.5% U.S. Governmental................ GOVE 8,897 13.4% U.S. Government Agencies......... GOVA 6,405 9.7% Personal & Commercial Lending.... LEND 1,678 2.6% Media - TV / Radio............... MEDI 1232 1.9% Telecommunication Services....... TELS 1138 1.8% Machinery........................ MACH 639 1.0% Food, Beverage & Tobacco......... FOOD 490 0.7% Telecommunication Equipment...... TELE 251 0.4% Financial Services............... FINL 131 0.2% Media - Publishing............... MEDP 110 0.2% -------- -------- $65,407 100.0% ======== ======== 174 NOTES TO FINANCIAL STATEMENTS JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) NOTE A--ORGANIZATION The John Hancock Variable Series Trust I (the "Trust") is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust is organized as a Massachusetts business trust. The Trust consists of thirty-two funds: Large Cap Growth, Fundamental Growth (formerly, Fundamental Mid Cap Growth), Aggressive Balanced, Active Bond (formerly, Sovereign Bond), CORE Bond, Emerging Markets Equity, International Equity Index, International Equity, Small Cap Growth, Global Balanced (formerly, International Balanced), Mid Cap Growth, Mid Cap Blend, Large Cap Value, Large Cap Value CORE, American Leaders Large Cap Value, Large/Mid Cap Value, Money Market, Mid Cap Value, Small/Mid Cap Growth, Bond Index, Large Cap Aggressive Growth, Small/Mid Cap CORE, Small/Mid Cap Value, Real Estate Equity, Growth & Income, Managed, Short-Term Bond, Small Cap Equity (formerly, Small Cap Value), International Opportunities, Equity Index, High Yield Bond and Global Bond Funds (collectively, the "Funds"). The Trust may add or delete Funds in the future to accommodate various investment objectives. The Trust has issued shares of beneficial interest exclusively to John Hancock Variable Life Account U ("JHVLAU"), John Hancock Variable Life Account V ("JHVLAV"), John Hancock Variable Life Account S ("JHVLAS"), and John Hancock Variable Annuity Account I ("JHVAAI") to fund policies and contracts issued by the John Hancock Variable Life Insurance Company ("JHVLICO"), and to John Hancock Variable Annuity Account U ("JHVAAU"), John Hancock Variable Annuity Account V ("JHVAAV"), John Hancock Variable Life Insurance Account UV ("JHVLAUV"), John Hancock Variable Annuity Account H ("JHVAAH"), and John Hancock Variable Annuity Account JF ("JHVAAJF") to fund contracts and policies issued by John Hancock Life Insurance Company ("John Hancock" or "JHLICO") to Investors Partner Life Account L ("IPLL") to fund contracts and policies issued by Investors Partner Life ("IPL"), and to John Hancock Variable Life Account PPM-1 ("PPM-1"). NOTE B--ACCOUNTING POLICIES Estimates: The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Valuation of Investments: For the Large Cap Growth, Fundamental Growth, Aggressive Balanced, Emerging Markets Equity, Small Cap Growth, Mid Cap Growth, Mid Cap Blend, Large Cap Value, Large Cap Value CORE, American Leaders Large Cap Value, Large/Mid Cap Value, Mid Cap Value, Small/Mid Cap Growth, Large Cap Aggressive Growth, Small/Mid Cap CORE, Small/Mid Cap Value, Real Estate Equity, Growth & Income, Managed, Small Cap Equity, and Equity Index Funds: Common stocks and other such securities traded on national exchanges are normally valued on the basis of closing prices. Securities traded in the over-the-counter market and securities with no sales on the day of valuation are normally valued at their last available bid price. For the Active Bond, CORE Bond, Bond Index, Managed, Short-Term Bond, High Yield Bond and Global Bond Funds: Debt investment securities having a primary market over-the-counter are valued on the basis of valuations furnished by a pricing service which determines valuations for normal institutional size trading units of debt securities, without exclusive reliance upon quoted prices. For the Money Market Fund: The Board of Trustees has determined that the appropriate method for valuing Fund securities is amortized cost, so long as the average weighted maturity of money market instruments comprising the Fund does not exceed 90 days. Accordingly, Fund securities are valued at amortized cost, which approximates market value. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between the principal amount due at maturity and the cost of the security to the Fund. 175 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) For each of the Funds, short-term investments, with a maturity not to exceed 60 days, are valued at amortized cost, which approximates market value. For the International Equity Index, International Equity, Global Balanced and International Opportunities Funds: Investments in securities traded on national securities exchanges in the United States or on equivalent foreign exchanges are normally valued at the last quoted sales price on such exchanges as of the close of business on the date of which assets are valued. Securities traded in the over-the-counter market and securities traded with no sales on the day of valuation are normally valued at their last available bid price. All Fund securities initially expressed in terms of foreign currencies have been translated into U.S. Dollars as described in "Currency Translation". Investment securities for which no current market quotations are readily available, including certain foreign securities, when held by the Funds, are valued at fair value as determined in good faith by the Board of Trustees. Investment security transactions are recorded on the date of purchase or sale. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Dividend income for the Large Cap Growth, Emerging Markets Equity, International Equity Index, International Equity, Global Balanced, Large Cap Value, Large Cap Value CORE, Small/Mid Cap Growth, Large Cap Aggressive Growth, Small/Mid Cap Value, Real Estate Equity, Growth & Income, Managed, Small Cap Equity, International Opportunities and Equity Index Funds are shown net of foreign taxes withheld of $4, $30, $444, $25, $28, $28, $1, $4, $1, $1, $9, $182, $102, $1, $163, and $26, respectively. Realized gains and losses from security transactions are determined on the basis of identified cost. Bank Borrowings: The Funds (except for Money Market and International Equity Index Funds) are permitted to have bank borrowings for temporary or emergency purposes, including the meeting of redemption requests that other- wise might require the untimely disposition of securities. The Funds have entered into a syndicated line of credit agreement with State Street Bank and Trust Company ("SSBT"). This agreement enables the Funds to participate in an unsecured line of credit, which permits borrowings up to $75 million, collectively. Interest is charged to each Fund, based on its borrowing. In addition, a commitment fee is charged to each Fund based on the average daily unused portion of the line of credit and is allocated among the participating Funds. Interest expense paid under the line of credit, net of the portion paid by the Adviser amounting to $22 for Bond Index Fund, is included under the caption "Other fees" in the Statement of Operations. The following funds had borrowings under the line of credit during the year ended December 31, 2000: Average Daily Loan Balance During the Weighted Average Fund Period for which Loans Were Outstanding Interest Rate Interest Expense - ---- --------------------------------------- ------------- ---------------- Fundamental Growth $1,475 7.14% $2 Mid Cap Growth 1,641 6.42 -- Mid Cap Value 1,478 7.12 1 Bond Index 4,678 7.10 -- Real Estate Equity 1,095 7.15 1 Small Cap Equity 3,393 6.44 2 176 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) Securities Lending: Certain Funds (Large Cap Growth, Active Bond, International Equity Index, Small Cap Growth, Mid Cap Growth, Large Cap Value, Mid Cap Value, Small/Mid Cap Growth, Growth & Income, Managed, Short-Term Bond, International Opportunities and Global Bond Funds) have entered into an agreement with SSBT to lend their securities to certain qualified brokers who pay these Funds negotiated lender fees. These loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, these Funds may bear the risk of delay of the loaned securities in recovery or even loss of rights in the collateral should the borrower of the securities fail financially. At December 31, 2000, the market value of the securities loaned and the market value of the collateral were as follows: Fund Value of Securities Loaned Value of Collateral - ---- -------------------------- ------------------- Large Cap Growth $ 80,209 $ 84,124 Active Bond 99,103 112,135 International Equity Index 29,739 31,240 Small Cap Growth 52,037 55,446 Mid Cap Growth 52,885 54,779 Large Cap Value 8,059 8,453 Small/Mid Cap Growth 32,919 34,457 Growth & Income 92,325 97,450 Managed 177,099 184,244 Short-Term Bond 13,542 13,740 International Opportunities 9,494 9,839 Global Bond 7,083 7,131 Repurchase Agreements: The Funds may enter into repurchase agreements which are contracts under which a Fund would acquire a security for a relatively short period (usually not more than 7 days) subject to the obligation of the seller to repurchase and the Fund to resell such security at a fixed time and price (representing the Fund's cost plus interest). A Fund will enter into repurchase agreements only with member banks of the Federal Reserve System and with "primary dealers" in United States government securities. The underlying securities, which represent the collateral of the agreement, must be marked to market daily to ensure that each repurchase agreement is fully collateralized at all times. A Fund will not invest more than 10% of its net assets in repurchase agreements maturing in more than 7 days. Joint Repurchase Agreements: The Active Bond and Small Cap Growth Funds, along with other registered investment companies having a management contract with John Hancock Advisers, Inc. (the "Sub-Adviser"), an indirect wholly-owned subsidiary of John Hancock, may participate in a joint repurchase agreement pursuant to an exemptive order issued by the Securities and Exchange Commission. Aggregate cash balances are invested in one or more repurchase agreements, whose underlying securities are obligations of the U.S. Government and/or its agencies. The Trust's custodian bank receives delivery of the underlying securities for the joint repurchase agreement on the Trust's behalf. The Sub-Adviser is responsible for ensuring that the agreement is fully collateralized at all times. The International Equity, Large Cap Value CORE and Small/Mid Cap CORE Funds of the Trust, along with other registered investment companies having a management contract with Goldman Sachs Asset Management (the "Sub-Adviser"), may participate in a joint repurchase agreement pursuant to an exemptive order issued by the Securities and Exchange Commission. Aggregate cash balances are invested in one or more repurchase agreements, whose underlying securities are obligations of the U.S. Government and/or its agencies. The Trust's custodian bank receives delivery of the underlying securities for the joint repurchase agreement on the Funds' behalf. The Sub-Adviser is responsible for ensuring that the agreement is fully collateralized at all times. 177 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) Joint Trading Account: Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the order permits the existing Funds of the Trust to pool daily uninvested cash balances, together with the balances of any future Funds of the Trust, into a joint account for the purpose of investing the cash balances in short-term repurchase agreements, commercial paper and other short-term investments which in no event will have a maturity in excess of seven days. Joint Account holdings as of December 31, 2000: Name of Issuer Par Value Market Value - -------------- --------- ------------ Alpine Securitization Corp. 6.67% due 01/02/01 $ 40,000 $ 40,000 Cargill Global FDG 6.61% due 01/04/01 49,232 49,214 Chase Manhattan Bank 6.53% due 01/02/01 47,000 47,000 Clipper Receivables Corp. 6.65% due 01/02/01 15,000 15,000 Eagle Funding Capital Corp. 6.75% due 01/04/01 40,000 39,985 Exxon Mobil 6.55% due 01/03/01 12,700 12,698 Falcon Asset Securitization 6.70% due 01/02/01 6,009 6,009 Ford Credit Europe PLC 6.55% due 01/02/01 50,000 50,000 General Electric Credit Capital 6.57.% due 01/02/01 50,000 50,000 Greenwich FDG Corp. 6.68% 01/04/01 10,000 9,996 Lexington Parker Capital Corp. 6.50% due 01/02/01 9,100 9,100 National Australia FDG 6.62% due 01/03/01 50,000 49,991 Nestle Capital Corp. 6.40% due 01/02/01 4,462 4,462 Philip Morris Cos., Inc. 6.50% due 01/02/01 23,200 23,200 Philip Morris Capital Corp. 6.56% due 01/03/01 24,542 24,538 Philip Morris Capital Corp. 6.57% due 01/05/01 1,730 1,729 Sony Capital Corp. 6.63% due 01/02/01 8,181 8,181 Sony Capital Corp. 6.60% due 01/03/01 25,000 24,995 Toyota Motor Credit Co. 6.54% due 01/02/01 7,453 7,453 -------- -------- Joint Trading Account Totals $473,609 $473,551 ======== ======== Financial Futures Contracts: The Large Cap Growth, Active Bond, Emerging Markets Equity, International Equity Index, International Equity, Small Cap Growth, Global Balanced, Mid Cap Growth, Large Cap Value CORE, Small/Mid Cap Growth, Small/Mid Cap CORE, Real Estate Equity, Growth & Income, Managed, Short-Term Bond, Equity Index, High Yield Bond and Global Bond Funds may buy and sell financial futures contracts to hedge against the effects of fluctuations in interest rates and other market conditions. At the time the Fund enters into a financial futures contract, it will be required to deposit with its custodian a specified amount of cash or U.S. government securities, known as "initial margin". Each day, the futures contract is valued at the official settlement price of the board of trade or U.S. commodities exchange. Daily variation margin adjustments, arising from this "mark to market", are recorded by the Funds as unrealized gains or losses. 178 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) When the contracts are closed, the Fund recognizes a gain or a loss. Risk of entering into futures contracts include the possibility that there may be an illiquid market and/or that a change in the value of the contract may not correlate with changes in the value of the underlying securities. In addition, the Fund could be prevented from opening or realizing the benefits of closing out futures positions because of position limits or limits on daily price fluctuations imposed by an exchange. At December 31, 2000, open positions in financial futures contracts were as follows: International Equity Index Face Amount Unrealized Purchased Expiration Date at Value Gain (Loss) - --------- --------------- -------- ----------- 18 contracts CAC-40 10 Euro Index Futures March 2001 $ 1,014 $ 22 6 contracts DAX Index Futures March 2001 916 (42) 13 contracts FTSE 100 Index Futures March 2001 1,205 (36) 20 contracts Nikkei 225 Index Futures March 2001 1,373 (114) ------- ------ $ 4,508 $ (170) ======= ====== International Equity Purchased - --------- 9 contracts DJ Euro STOXX 50 Index Futures March 2001 $ 407 $ (19) 2 contracts FTSE 100 Index Futures March 2001 185 (4) ------- ------ $ 592 $ (23) ======= ====== Small Mid/Cap CORE Purchased - --------- 3 contracts Russell 2000 Index Futures March 2001 $ 733 $ 32 ======= ====== Managed Fund Purchased - --------- 219 contracts Germany 10 Year Treasury Bonds March 2001 $22,302 $ 400 Futures 13 contracts Japan 10 Year Treasury Bonds Futures March 2001 15,340 (9) 17 contracts United Kingdom Treasury Bonds Futures March 2001 2,935 4 430 contracts U.S. 10 Year Treasury Note Futures March 2001 45,090 1,250 ------- ------ $85,667 $1,645 ======= ====== Equity Index Purchased - --------- 53 contracts S&P 500 Index Futures March 2001 $17,689 $ (573) ======= ====== At December 31, 2000, the International Equity and Small/Mid Cap CORE Funds had deposited $89 and $120, respectively, in segregated accounts to cover margin requirements on open financial futures contracts. Forward Foreign Currency Contracts: The Funds may use forward foreign currency contracts to facilitate transactions in foreign securities and to manage Funds' currency exposure. Contracts to buy generally are used to acquire exposure to foreign currencies, while contracts to sell are used to hedge the Funds' investments against currency fluctuations. Neither type of foreign currency transaction will eliminate fluctuations in the prices of the Funds' securities or prevent loss if the price of such securities should decline. The U.S. dollar value of a forward foreign currency contract is determined using forward exchange rates supplied by a quotation service. Realized gain (loss) on the purchases and sales of forward foreign currency contracts is recognized on settlement date. 179 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) Currency Translation: For Funds that trade in international securities: all assets or liabilities initially expressed in terms of foreign currencies are translated into U.S. dollars based on London currency exchange quotations as of 5:00 p.m., London time, on the date of any determination of the net asset value of the Funds. Unrealized exchange adjustments are included in unrealized appreciation (depreciation) of investments. Transactions affecting statement of operations accounts and net realized gain (loss) on investments are translated at the rates prevailing at the dates of transactions. Reported net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of forward foreign currency contracts, disposition of foreign currencies, currency gains and losses realized between trade and settlement dates of security transactions, and the difference between the amounts of net investment income accrued and the U.S. dollar amount actually received. Dividends: A dividend of its net investment income is declared and distributed daily by the Money Market Fund. Dividends of net investment income are declared and distributed monthly by all other Funds. Each Fund distributes all of its net realized capital gains annually, at the end of its fiscal year. Federal Income Taxes: Each of the Funds of the Trust intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to shareholders. Therefore, no federal income tax provision is required. As of December 31, 2000, the Trust had approximate net tax basis capital loss carryforwards, which may be applied against any net taxable gains, as follows: Small Cap Growth had $8,256, which expires in 2008; Money Market had $14 and $78, which expire in 2007 and 2008, respectively; Bond Index had $158 and $557, which expire in 2007 and 2008, respectively; Short-Term Bond had $131, $1,304 and $679, which expire in 2006, 2007 and 2008, respectively; High Yield Bond had $276 and $513, which expire in 2007 and 2008, respectively; and Global Bond had $1,204 and $1,947, which expire in 2007 and 2008, respectively. NOTE C -- INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES Expenses: Expenses directly attributable to a Fund are charged to that Fund. Expenses not directly attributed to a Fund are allocated on the basis of relative net assets. On February 16, 2000, September 28, 2000 and October 20, 2000, the Board of Trustees of the Trust renewed its Investment Advisory Agreement with John Hancock. For its services, John Hancock receives monthly compensation at the following rates: For the Large Cap Growth Fund, 0.40% on an annual basis of the first $500,000 of the net assets of the Fund; 0.35% for net assets between $500,000 and $1,000,000; and 0.30% for net assets in excess of $1,000,000; For the Fundamental Growth Fund, 0.90% on an annual basis of the first $250,000 of the Fund's net assets; and 0.85% for net assets in excess of $250,000; For the Aggressive Balanced Fund, 0.675% on an annual basis of the first $250,000 of the Fund's net assets; 0.625% for net assets between $250,000 and $500,000; and 0.60% for net assets in excess of $500,000; For the Active Bond Fund, 0.70% on an annual basis of the first $100,000 of the net assets of the Fund; 0.65% for net assets between $100,000 and $250,000; 0.61% for net assets between $250,000 and $500,000; 0.58% for net assets between $500,000 and $1,000,000; and 0.55% for net assets in excess of $1,000,000; For the CORE Bond Fund, 0.70% on an annual basis of the first $25,000 of the Fund's net assets; 0.65% for net assets between $25,000 and $50,000; 0.60% for net assets between $50,000 and $150,000; and 0.55% for the net assets in excess of $150,000; For the Emerging Markets Equity Fund, 1.30% on an annual basis of the first $10,000 of the Fund's net assets; 1.20% for net assets between $10,000 and $150,000; and 1.10% for net assets in excess of $150,000; 180 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) For the International Equity Index Fund, 0.18% on an annual basis of the first $100,000 of the Fund's net assets; 0.15% for net assets between $100,000 and $200,000; and 0.11% for net assets in excess of $200,000; For the International Equity Fund, 1.00% on an annual basis of the first $50,000 of the Fund's net assets; 0.95% for net assets between $50,000 and $200,000; and 0.90% for net assets in excess of $200,000; For the Small Cap Growth Fund, 0.75% on an annual basis of its net assets; For the Global Balanced Fund, 1.05% on an annual basis of the first $150,000 of the Fund's net assets; 0.95% for net assets between $150,000 and $300,000; 0.80% for net assets between $300,000 and $ 500,000; and 0.75% for net assets in excess of $500,000; For the Mid Cap Growth Fund, 0.85% on an annual basis of the first $100,000 of the Fund's net assets; and 0.80% on an annual basis for net assets in excess of $100,000; For the Mid Cap Blend Fund, 0.75% on an annual basis of the first $250,000 of the net assets of each Fund; 0.70% for net assets between $250,000 and $500,000; and 0.65% for net assets in excess of $500,000; For the Large Cap Value Fund, 0.75% on an annual basis of the first $100,000 of the Fund's net assets; 0.70% for net assets between $100,000 and $250,000; and 0.65% for net assets in excess of $250,000; For the Large Cap Value CORE Fund, 0.75% on an annual basis for the first $50,000 of the Fund's net assets; 0.65% for net assets between $50,000 and $200,000; and 0.60% in excess of $200,000; For the American Leaders Large Cap Value Fund, 0.80% on an annual basis of the first $50,000 of the net assets of the Fund; 0.65% for net assets between $50,000 and $250,000; 0.60% for net assets between $250,000 and $500,000; and 0.55% for net assets in excess of $500,000; For the Large/Mid Cap Value Fund, 0.95% on an annual basis for the first $25,000 of the Fund's net assets; 0.85% for net assets between $25,000 and $50,000; 0.75% for net assets between $50,000 and $ 100,000; and 0.65% for net assets in excess of $100,000; For the Money Market Funds, 0.25% on an annual basis of the net assets of the Fund; For the Mid Cap Value Fund, 0.80% on an annual basis of the first $100,000 of the Fund's net assets; 0.775% for net assets between $100,000 and $250,000; and 0.75% for net assets between $250,000 and $500,000; 0.725% for net assets between $500,000 and $750,000; and 0.70% for all its net assets once its net assets exceed $750,000; For the Small/Mid Cap Growth Fund, 0.75% on an annual basis of the first $250,000 of the net assets of each Fund; 0.70% for net assets between $250,000 and $500,000; and 0.65% for net assets in excess of $500,000; For the Bond Index Fund, 0.15% on an annual basis of the first $100,000 of the Fund's net assets; 0.13% for net assets between $100,000 and $250,000; and 0.11% for net assets in excess of $250,000; For the Large Cap Aggressive Growth Fund, 1.00% on an annual basis for the first $10,000 of the Fund's net assets; 0.875% for net assets between $10,000 and $20,000; 0.75% for net assets in excess of $20,000; For the Small/Mid Cap CORE Fund, 0.80% on an annual basis of the first $50,000 of the Fund's net assets; and 0.70% for net assets in excess of $50,000; For the Small/Mid Cap Value Fund, 0.95% on an annual basis for the first $100,000 of the Fund's net assets; 0.90% for net assets between $100,000 and $250,000; 0.85% for net assets in excess of $250,000. For the Real Estate Equity Fund, 1.10% on an annual basis of the first $50,000 of the Fund's net assets, 1.00% for net assets between $50,000 and $100,000; 0.90% for net assets between $100,000 and $200,000 and 0.80% for net assets in excess of $200,000; For the Growth & Income Fund, 0.71% on an annual basis of the first $150,000 of the net assets of the Fund; 0.69% for net assets between $150,000 and $300,000; and 0.67% for net assets in excess of $300,000; For the Managed Fund, 0.74% on an annual basis of the first $500,000 of the net assets of the Fund; 0.68% for net assets between $500,000 and $1,000,000; and 0.65% for net assets in excess of $1,000,000; For the Short-Term Bond Fund, 0.30% on an annual basis of its net assets; 181 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) For the Small Cap Equity Fund, 0.90% on an annual basis of the first $150,000 of the Fund's net assets; 0.75% for net assets between $150,000 and $300,000; 0.65% for net assets between $300,000 and $500,000, and 0.60% for net assets in excess of $500,000; For the International Opportunities Fund, 1.00% on an annual basis of the first $20,000 of the Fund's net assets; 0.85% for net assets between $20,000 and $50,000; and 0.75% for net assets in excess of $50,000; For the Equity Index Fund, 0.15% on an annual basis of the first $75,000 of the Fund's net assets; 0.14% for net assets between $75,000 and $125,000; and 0.13% for the net assets in excess of $125,000; For the High Yield Bond Fund, 0.65% on an annual basis of the first $100,000 of the Fund's net assets; 0.60% for net assets between $100,000 and $200,000; and 0.50% for net assets in excess of $200,000; For the Global Bond Fund, 0.85% on an annual basis of the first $150,000 of the Fund's net assets; 0.80% for net assets between $150,000 and $300,000; 0.75% for net assets between $300,000 and 500,000; and 0.70% for the net assets in excess of $500,000. During the year ended December 31, 2000, the Investment Adviser voluntarily contributed approximately $284 to the Money Market Fund. John Hancock received no shares of beneficial interest or other consideration in exchange for the contribution, which increased the Funds' net asset values. During the year ended December 31, 1999, the Investment Adviser voluntarily contributed approximately $445 to the Emerging Markets Equity Fund. John Hancock received no shares of beneficial interest or other consideration in exchange for the contribution, which increased the Funds' net asset values. John Hancock has entered into Sub-Advisory Agreements with Independence Investment Associates, Inc., with respect to the Large Cap Growth, Aggressive Balanced, Mid Cap Blend, Real Estate Equity, Growth & Income, Managed and Short-Term Bond Funds; with John Hancock Advisers, Inc., with respect to the Active Bond and Small Cap Growth Funds; with Independence International Associates, Inc., with respect to the International Equity Index Fund, each of whom is an affiliate of John Hancock, and, under the supervision of John Hancock, is responsible for the day-to-day investment management of each of the Funds. John Hancock maintains responsibility for the day-to-day management of the Money Market Fund. John Hancock has also entered into the Sub-Advisory Agreements with the following Sub-Advisers, each of whom under the supervision of John Hancock, is responsible for the day-to-day investment management of each of the Funds: Fund Sub-Adviser - ---- ----------- Fundamental Growth Putnam Investment Management, Inc. Emerging Markets Equity Morgan Stanley Investment Management, Inc. International Equity Goldman Sachs Asset Management Global Balanced Capital Guardian Trust Company Mid Cap Growth Janus Capital Corporation Large Cap Value T. Rowe Price Associates, Inc. Large Cap Value CORE Goldman Sachs Asset Management Large/Mid Cap Value Wellington Management Company, LLP Mid Cap Value Neuberger Berman, LLC Small/Mid Cap Growth Wellington Management Company, LLP Bond Index Mellon Bond Associates, LLP Large Cap Aggressive Growth Alliance Capital Management, LLP Small/Mid Cap CORE Goldman Sachs Asset Management 182 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) Fund Sub-Adviser - ---- ----------- Small/Mid Cap Value The Boston Company Asset Management, LLC Real Estate Equity Morgan Stanley Investment Management, Inc. Growth & Income Putnam Investment Management, Inc. Managed Capital Guardian Trust Company Small Cap Equity Capital Guardian Trust Company International Opportunities T. Rowe Price International, Inc. Equity Index State Street Global Bank & Trust N.A. High Yield Bond Wellington Management Company, LLP Global Bond Capital Guardian Trust Company In the event that normal operating expenses of each Fund, exclusive of investment advisory fees, taxes, interest, brokerage commissions and extraordinary expenses, shall exceed 0.10% of each Fund's daily net asset value, John Hancock and JHVLICO will reimburse each Fund for such excess. Accordingly, for the year ended December 31, 2000, the reimbursements paid from John Hancock and JHVLICO were $10 to Fundamental Growth, $18 to Aggressive Balanced, $202 to Active Bond, $500 to Emerging Markets Equity, $196 to International Equity Index, $92 to International Equity, $86 to Global Balanced, $21 to Mid Cap Blend, $27 to Large Cap Value CORE, $29 to Large/Mid Cap Value, $11 to Bond Index, $11 to Large Cap Aggressive Growth, $54 to Small/Mid Cap CORE, $32 Small/Mid Cap Value, $23 to Small Cap Equity, $154 to International Opportunities, $30 to High Yield Bond and $64 to Global Bond. Signator Investors, Inc., a wholly owned subsidiary of John Hancock is the principal underwriter and transfer agent of the Trust. Certain officers and trustees of the Trust are officers and directors of JHVLICO, JHVLAU, JHVLAV, JHVLAS, JHVAAI, JHVLAUV, JHVAAV, JHVAAU, JHVAAH, JHVAAJF, IPL and PPM-1, and some are also officers of John Hancock. Fees for independent trustees are paid by the Trust. 183 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) NOTE D -- INVESTMENT TRANSACTIONS Purchases and proceeds from sales and maturities of investments, excluding short-term securities and obligations of the U.S. government, for each Fund for the year ended December 31, 2000 were as follows: Fund Purchases Sales and Maturities - ---- --------- -------------------- Large Cap Growth $ 1,250,545 $ 1,228,862 Fundamental Growth 107,451 66,744 Aggressive Balanced 31,654 23,208 Active Bond 1,265,780 1,276,929 CORE Bond 11,443 6,405 Emerging Markets Equity 60,393 41,178 International Equity Index 31,951 34,493 International Equity 14,742 9,759 Small Cap Growth 374,852 247,034 Global Balanced 48,726 50,546 Mid Cap Growth 856,814 697,807 Mid Cap Blend 29,115 15,454 Large Cap Value 94,362 68,034 Large Cap Value CORE 15,762 6,074 American Leaders Large Cap Value 6,170 743 Large/Mid Cap Value 15,713 7,948 Mid Cap Value 245,227 239,321 Small/Mid Cap Growth 182,973 192,814 Bond Index 15,735 1,943 Large Cap Aggressive Growth 34,162 17,320 Small/Mid Cap CORE 26,850 14,704 Small/Mid Cap Value 48,496 29,457 Real Estate Equity 34,480 34,557 Growth & Income 3,521,406 3,934,343 Managed 5,113,157 5,689,315 Short-Term Bond 31,265 28,003 Small Cap Equity 144,792 135,804 International Opportunities 95,161 35,668 Equity Index 278,231 171,884 High Yield Bond 15,419 4,992 Global Bond 128,638 125,815 184 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) The identified cost of investments owned by each Fund (including earned discount on corporate short-term notes, and commercial paper) and their respective gross unrealized appreciation and depreciation at December 31, 2000, for federal income tax purposes were as follows: Net Unrealized Identified Unrealized Unrealized Appreciation Fund Cost Appreciation Depreciation (Depreciation) - ---- ---- ------------ ------------ -------------- Large Cap Growth $ 1,130,115 $ 157,238 $ (145,172) $ 12,066 Fundamental Growth 50,109 1,657 (8,211) (6,554) Aggressive Balanced 20,345 1,593 (1,428) 165 Active Bond 769,274 18,809 (7,244) 11,565 CORE Bond 5,100 175 (9) 166 Emerging Markets Equity 42,106 722 (14,268) (13,546) International Equity Index 184,080 29,734 (25,365) 4,369 International Equity 15,419 958 (1,670) (712) Small Cap Growth 238,639 38,819 (48,754) (9,935) Global Balanced 28,039 1,513 (2,156) (643) Mid Cap Growth 427,933 47,294 (108,275) (60,981) Mid Cap Blend 19,467 2,758 (1,498) 1,260 Large Cap Value 179,578 27,985 (12,161) 15,824 Large Cap Value CORE 15,514 2,032 (1,340) 692 American Leaders Large Cap Value 5,413 846 (503) 343 Large/Mid Cap Value 13,633 2,009 (576) 1,433 Mid Cap Value 104,638 19,231 (1,381) 17,850 Small/Mid Cap Growth 177,500 27,661 (25,001) 2,660 Bond Index 61,783 1,543 (853) 690 Large Cap Aggressive Growth 28,843 1,995 (5,233) (3,238) Small/Mid Cap CORE 20,297 3,308 (3,047) 261 Small/Mid Cap Value 28,304 2,543 (2,901) (358) Real Estate Equity 131,915 23,510 (1,560) 21,950 Growth & Income 3,120,255 520,107 (379,489) 140,618 Managed 2,736,969 354,480 (169,015) 185,465 Short-Term Bond 77,269 907 (599) 308 Small Cap Equity 81,274 4,897 (18,712) (13,815) International Opportunities 119,850 9,362 (13,862) (4,500) Equity Index 492,664 77,606 (63,687) 13,919 High Yield Bond 29,400 435 (5,829) (5,394) Global Bond 62,666 3,610 (869) 2,741 During the year ended December 31, 2000, reclassifications have been made in each Fund's capital accounts to report these balances on a tax basis, excluding certain temporary differences, as of December 31, 2000. These permanent reclassifications are primarily attributable to differences in the treatment of foreign currency gains and losses, net operating losses and return of capital under federal tax rules versus generally accepted accounting principles. Net assets were not affected by these reclassifications. 185 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) NOTE E - FORWARD FOREIGN CURRENCY CONTRACTS As of December 31, 2000 the International Equity Index, Managed and Global Bond Funds had open forward foreign currency contracts which contractually obligate the Funds to deliver or receive currencies at a specified date, as follows: Net Unrealized Appreciation International Equity Index Maturity Date Cost Value (Depreciation) - -------------------------- ------------- ---- ----- -------------- Currency Sold - ------------- Japanese Yen 29,900 03/08/01 $ 270 $ 264 $ 5 Euro 99 03/16/01 92 93 (1) Pound Sterling 40 03/16/01 58 59 (1) ------- $ 3 ======= Currency Purchased - ------------------ Japanese Yen 113,800 03/01/01 $ 1,040 $ 1,005 $ (35) Japanese Yen 74,870 03/08/01 684 662 (22) Euro 1,028 03/16/01 909 968 59 Pound Sterling 836 03/16/01 1,209 1,252 43 Euro 1,037 03/30/01 963 978 15 ------- $ 60 ======= Managed Currency Sold - ------------- Australian Dollar 2,961 02/05/01 $ 1,558 $ 1,648 $ (90) Canadian Dollar 12,987 02/05/01 8,474 8,663 (189) Euro 110,744 02/05/01 96,464 104,171 (7,707) Euro 16,006 02/06/01 14,118 15,056 (938) Greek Drachma 932,723 02/05/01 2,385 2,575 (190) Japanese Yen 8,635,727 02/05/01 78,722 76,007 2,715 Japanese Yen 46,663 02/07/01 426 411 15 Pound Sterling 10,950 02/05/01 15,559 16,386 (827) Pound Sterling 1,950 02/06/01 2,801 2,918 (117) Pound Sterling 3,920 02/07/01 5,602 5,866 (264) Danish Krone 27,752 02/05/01 3,238 3,499 (261) Swedish Krona 28,605 02/05/01 2,862 3,038 (176) Swiss Franc 24,285 02/06/01 14,232 15,034 (802) ------- $(8,831) ======= 186 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) Managed - continued Net Unrealized Appreciation Currency Purchased Maturity Date Cost Value (Depreciation) - ------------------ ------------- ---- ----- -------------- Australian Dollar 189 02/05/01 $ 103 $ 105 $ 2 Danish Krone 1,862 02/05/01 223 235 12 Pound Sterling 352 02/05/01 510 527 17 Pound Sterling 5,709 02/06/01 8,311 8,543 232 Pound Sterling 7,764 02/07/01 11,203 11,618 415 Euro 23,428 02/06/01 20,892 22,039 1,147 Swiss Franc 59,526 02/06/01 34,896 36,851 1,955 ------- $ 3,780 ======= Global Bond Currency Sold - ------------- Euro 2,000 02/12/01 $ 1,718 $ 1,882 $ (164) Euro 2,645 04/24/01 2,225 2,495 (270) ------- $ (434) ======= Currency Purchased - ------------------ Euro 2,000 02/12/01 $ 1,766 $ 1,882 $ 116 Japanese Yen 239,062 04/24/01 2,225 2,130 (95) ------- $ 21 ======= NOTE F-COMBINATION On December 22, 2000, the shareholders of John Hancock International Opportunities II Fund ("International Opportunities II") approved the combination between International Opportunities II and International Opportunities, Funds, providing for the transfer of substantially all of the assets and liabilities of the International Opportunities II Fund to the International Opportunities Fund in exchange solely for the trust shares of the International Opportunities Fund. The acquisition was accounted for as a tax-free exchange of 1,947 trust shares of the International Opportunities Fund for the net assets of International Opportunities II Fund, which amounted to $22,528, including $(2,878) of unrealized depreciation, after the close of business on December 29, 2000. The net assets of the International Opportunities Fund prior to the combination on December 29, 2000, were $94,169, and the aggregate net assets of the International Opportunities Fund after the combination amounted to $116,697. NOTE G - CHANGE IN ACCOUNTING PRINCIPLE The Funds will adopt the provisions of the AICPA Audit and Accounting Guide for Investment Companies, as revised, effective for fiscal years beginning after December 15, 2000. As required, the Funds will begin amortizing premiums on debt securities effective January 1, 2001. Prior to this date, the Funds did not amortize premiums on debt securities. The cumulative effect of this accounting change will have no impact on the total net assets of the Funds. The impact of this accounting change has not been determined but will result in a reclassification between the cost of securities and a corresponding reclassification in net unrealized appreciation/depreciation, based on securities held as of December 31, 2000. 187 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS To the Contractowners, Policyholders, and Board of Trustees of John Hancock Variable Series Trust I We have audited the accompanying statement of assets and liabilities, including the schedules of investments, of John Hancock Variable Series Trust I (the Trust) (comprising, respectively, the Large Cap Growth, Active Bond (for- merly, Sovereign Bond), Emerging Markets Equity, International Equity Index, Small Cap Growth, Global Balanced (formerly, International Balanced), Mid Cap Growth, Large Cap Value, Money Market, Mid Cap Value, Small/Mid Cap Growth, Bond Index, Small/Mid Cap Core, Real Estate Equity, Growth & Income, Managed, Short-Term Bond, Small Cap (formerly, Small Cap Value), International Opportunities, Equity Index, High Yield Bond, Global Bond, Large Cap Aggressive Growth, Small/Mid Cap Value, Large Cap Value CORE, International Equity, Mid Cap Blend, Aggressive Balanced, Fundamental Growth (formerly, Fundamental Mid Cap growth), Large/Mid Cap Value, Core Bond and American Leaders Large Cap Value Funds) as of December 31, 2000, and the related statements of operations for the period then ended, and the statement of changes in net assets and financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial state- ments and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the custodian or brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the respective portfolios constituting John Hancock Variable Series Trust I at December 31, 2000, the results of their operations for the period then ended, and the changes in their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP Boston, Massachusetts February 13, 2001 188 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) OTHER MATTERS (UNAUDITED) Section 30 and Rule 30d-1(b) under the Investment Company Act of 1940, as amended, requires registered management investment companies to furnish information relating to any matter submitted during the reporting period to a vote of Shareholders of the Trust. John Hancock Variable Series Trust I solicited a vote at special meetings of Contract owners/Policyholders held on September 28, October 20, and December 22, 2000 on the following matters: For the Large Cap Growth Fund 9/28/00: For Against Abstain --- ------- ------- 6. To change the Fund's classification from "diversified" to "non-diversified". 77% 13% 10% 8. To modify the fundamental restrictions applicable to the Fund to permit it 77% 14% 9% to invest in securities that are subject to legal restrictions on resale. 10. To modify the fundamental restrictions applicable to the Fund to permit it 77% 14% 9% to invest in financial futures. For the Fundamental Growth Fund 9/28/00: 4A. To approve a new Sub-Investment Management Agreement among the 87% 8% 5% Trust, John Hancock, and Putnam Investment Management, Inc. 4B. To approve an amendment to the March 14, 1996 Investment Management 76% 19% 5% Agreement between the Trust and John Hancock, reflecting an increase in the Investment Advisory fee. For the Real Estate Equity Fund 9/28/00: 1A. To approve a new Sub-Investment Management Agreement among the 86% 6% 8% Trust, John Hancock, and Morgan Stanley Investment Management, Inc. 1B. To approve a new Sub-Investment Management Agreement among the 85% 7% 8% Trust, John Hancock, and Independence Investment Associates, Inc. 1C. To approve an amendment to the April 12, 1988 Investment Management 79% 13% 8% Agreement between the Trust and John Hancock, reflecting an increase in the Investment Advisory fee. 7. To change the Fund's classification from "diversified" to "non-diversified". 84% 8% 8% 9. To modify the fundamental restrictions applicable to the Fund to permit it 83% 9% 8% to invest in securities that are subject to legal restrictions on resale. 11. To modify the fundamental restrictions applicable to the Fund to permit it 84% 8% 8% to invest in financial futures. For the International Opportunities Fund 9/28/00: 2. To approve a new Sub-Investment Management Agreement among the 94% 2% 4% Trust, John Hancock, and T. Rowe Price International, Inc. 189 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) For the International Opportunities II Fund 9/28/00: For Against Abstain --- ------- ------- 3A. To approve an interim Sub-Investment Management Agreement among the 81% 9% 10% Trust, John Hancock, and Rowe Price-Fleming International, Inc. 3B. To approve a new Sub-Investment Management Agreement among the 75% 14% 11% Trust, John Hancock, and T. Rowe Price International, Inc., reflecting an increase in the Sub-Investment Advisory fee. 3C. To approve an amendment to the April 14, 1998 Investment Management 75% 15% 10% Agreement between the Trust and John Hancock, reflecting an increase in the Investment Advisory fee. For the Active Bond Fund 10/20/00: 3A. To approve an amendment to the May 1, 1995 Sub-Investment Manage- 72% 20% 8% ment Agreement among the Trust, John Hancock and John Hancock Advis- ers, Inc., reflecting an increase in Sub-Investment Advisory fee. 3B. To approve an amendment to the April 12, 1988 Investment Management 72% 20% 8% Agreement between the Trust and John Hancock, reflecting an increase in the Investment Advisory fee. For the Global Balanced Fund 10/20/00: 4A. To approve a new Sub-Investment Management Agreement among the 88% 6% 6% Trust, John Hancock, and Capital Guardian Trust Company. 4B. To approve an amendment to the March 14, 1996 Investment Management 74% 20% 6% Agreement between the Trust and John Hancock, reflecting and increase in the Investment Advisory fee. For Growth & Income Fund 10/20/00: 2A. To approve a new Sub-Investment Management Agreement among the 83% 10% 7% Trust, John Hancock, and Putnam Investment Management, Inc. B. To approve a new Sub-Investment Management Agreement among the 82% 11% 7% Trust, John Hancock, and Independence Investment Associates, Inc. C. To approve an amendment to the April 12, 1988 Investment Management 75% 18% 7% Agreement between the Trust and John Hancock, reflecting an increase in the Investment Advisory fee. 2D. To change the Fund's classification from "diversified" to "non-diversified." 79% 13% 8% 2E. To modify the fundamental restrictions applicable to the Fund to permit it 79% 14% 7% to invest in securities that are subject to legal restrictions on resale. 2F. To modify the fundamental restrictions applicable to the Fund to permit it 80% 13% 7% to invest in financial futures. 190 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I December 31, 2000 - -------------------------------------------------------------------------------- (000's Omitted) For Against Abstain --- ------- ------- For the Managed Fund 10/20/00: 1A. To approve a new Sub-investment Management Agreement among the 84% 9% 7% Trust, John Hancock, and Capital Guardian Trust Company. B. To approve a new Sub-Investment Management Agreement among the 84% 9% 7% Trust, John Hancock, and Independence Investment Associates, Inc. C. To approve an amendment to the April 12, 1988 Investment Management 76% 16% 8% Agreement between the Trust and John Hancock, reflecting an increase in the Investment Advisory fee. 1D. To change the Fund's classification from "diversified" to 80% 11% 9% "non-diversified". For the Small Cap Equity Fund 10/20/00: 4A. To approve a new Sub-Investment Management Agreement among the 82% 12% 6% Trust, John Hancock, and Capital Guardian Trust Company. 4B. To approve an amendment to the March 14, 1996 Investment Management 68% 27% 5% Agreement between the Trust and John Hancock, reflecting an increase in the Investment Advisory fee. For the Global Bond Fund 10/20/00: 4A. To approve a new Sub-Investment Management Agreement among the 86% 8% 6% Trust, John Hancock, and Capital Guardian Trust Company. 4B. To approve an amendment to the March 14, 1996 Investment Management 79% 15% 6% Agreement between the Trust and John Hancock, reflecting an increase in the Investment Advisory fee. International Opportunities Fund II 12/22/00: To approve combining the International Opportunities Fund II with the Interna- 93% 1% 6% tional Opportunities Fund. 191 OFFICERS AND TRUSTEES ----------------------------------------------- Michele G. Van Leer, Chairman Thomas J. Lee, President and Vice Chairman Karen Q. Visconti, Secretary Arnold Bergman, Assistant Secretary Raymond F. Skiba, Treasurer Jude A. Curtis, Compliance Officer Maryellen Carney, Assistant Compliance Officer Patrick F. Smith, Controller Paula M. Pashko, Assistant Controller Elizabeth G. Cook Reverend Diane C. Kessler Hassel H. McClellan Robert F. Verdonck INVESTMENT ADVISER ----------------------------- John Hancock Life Insurance John Hancock Place P.O. Box 111 Boston, MA 02117 INDEPENDENT AUDITORS ---------------------- Ernst & Young LLP 200 Clarendon Street Boston, MA 02116 SUB-INVESTMENT ADVISERS - -------------------------------------------------------------------------------- Independence Investment Associates, Inc. and subsidiaries 53 State Street Boston, MA 02109 Alliance Capital Management L.P. 1345 Avenue of the Americas New York, NY 10105 The Boston Company Asset Management, LLC One Boston Place Boston, MA 02108 Capital Guardian Trust Company 333 South Hope Street Los Angeles, CA 90071 Federated Investment Management Company 1001 Liberty Avenue, 10th Floor Pittsburgh, PA 15222 Goldman Sachs Asset Management 32 Old Slip New York, NY 10005 Janus 100 Fillmore Street Denver, CO 80206-4928 Mellon Bond Associates, LLP One Mellon Bank Center, Suite 5400 Pittsburgh, PA 15258-0001 John Hancock Advisers Inc. 101 Huntington Avenue Boston, MA 02199 Morgan Stanley Asset Management Inc. 1221 Avenue of the Americas New York, NY 10020 Neuberger Berman, LLC 605 Third Avenue New York, NY 10158-3698 Putnam Investments One Post Office Square Boston, MA 02109 State Street Global Advisors Two International Place Boston, MA 02110 T. Rowe Price Associate Inc. 100 East Pratt Street Baltimore, MD 2120 T. Rowe Price International Inc. 100 East Pratt Street Baltimore, MD 2120 Wellington Management Company, LLP 75 State Street Boston, MA 02109 [LOGO OF JOHN HANCOCK] Variable Series Trust consists of funds used as investment options for various John Hancock variable life annuity contracts. This report must be accompanied by the required prospectus and the most current quarterly Performance report for the contract offered. Investors are not able to invest directly in the Variable Series Trust. Not all of the funds described in this report are available on every product. Please refer to the prospectus for additional information about the investment options on your variable product. Insurance Products are Issued by: John Hancock Life Insurance Company John Hancock Variable Life Insurance Company* (*not licensed in New York), Boston, MA 02117 Securities Products are Distributed by: John Hancock Funds, Inc., Member NASD Signator Investors, Inc., Member NASD, SIPC [LOGO OF IMSA] [LOGO OF JOHN HANCOCK] Semiannual Report June 30, 2001 Investment Vision The Variable Series Variable Series Trust Insurance Products: . Are NOT FDIC insured; NOT insured by the FDIC, NCUSIF, or any other federal entity; . Are NOT deposits or other obligations of any bank and are NOT guaranteed by any bank; and . Are subject to investment risk, including the possible loss of principal investment. [LOGO OF JOHN HANCOCK] [LOGO OF INDEPENDENCE] [LOGO OF ALLIANCE CAPITAL] [LOGO OF THE BOSTON COMPANY] [LOGO OF CAPITAL GUARDIAN TRUST COMPANY] [LOGO OF GOLDMAN SACHS] [LOGO OF JANUS] [LOGO OF MELLON BOND] [LOGO OF MORGAN STANLEY] [LOGO OF PUTNAM INVESTMENTS] [LOGO OF SSGA] [LOGO OF T. ROWE PRICE] [LOGO OF WELLINGTON MANAGEMENT] Dear Shareholder, Since our last report six months ago, the economic slowdown that began late last year has continued. Economic growth remains slow, unemployment is up, and corporations generally are reporting lower earnings. Through this period, the Federal Reserve has steadily decreased interest rates in response, at an unprecedented rate of change. It will take time to feel the impact of these cuts, but consumer and investor confidence has already improved. The securities markets have begun to show signs of improvement recently, but the severe drop from a very buoyant economy a year ago to a very lackluster economic climate today has taken its toll, especially in the area of corporate profits. Profits have tended to drop sharply, leading to substantial equity losses in many sectors amid significant volatility. For the rest of 2001, we expect the economy to respond well to the Fed's rate actions. By the end of this year, we anticipate that growth will be back to 3% or more. This may seem quite modest relative to the recent past, but judged historically it is a very healthy rate. We are hopeful that the markets, and many of the Variable Series Trust portfolios, will respond positively in turn. With a backdrop of bumps and bruises in the markets, and cautious optimism for the near future, the importance of portfolio diversification once again comes to the fore. A quick review of first-half results shows that virtually all equity market measures were down, including blue chip companies, the high-tech sector, and most overseas markets. The single bright spot in the equity markets was domestic small companies, which overall showed a modest positive return. Fixed income securities benefited from the Fed's interest rate actions, and showed positive returns as well. As a result, while it may have been difficult to avoid erosion in the value of your portfolio during the first half of this year, diversification across the range of available asset classes may have eased some of the pain. We continue to encourage you to work with an investment professional or other resources to achieve an appropriate level of diversification. Finally, you may have noticed a new face on this page. After 25 years of loyal service to John Hancock, and seven years serving the Variable Series Trust, Tom Lee has decided to leave the company to pursue a new career in education. We are fortunate to be able to call upon the talents of Kathleen Driscoll, who has a rich background in marketing and distribution, as she assumes the responsibilities of President and Vice Chairman of the Variable Series Trust. As always, we thank you for being a John Hancock variable life and/or variable annuity policyholder. We continue to work hard to earn your confidence and trust. [PHOTO OF MICHELE G. VAN LEER] Chairman [PHOTO OF KATHLEEN F. DRISCOLL] President and Vice Chairman Sincerely, /s/ Michele G. Van Leer Michele G. Van Leer Chairman /s/ Kathleen F. Driscoll Kathleen F. Driscoll President and Vice Chairman Economic Overview John Hancock Economic Research The slowdown that hit the US economy towards the end of 2000 continued through the first half of 2001. Real economic growth has now been around an anemic 1% pace since last fall. At this growth rate, we experience rising unemployment, sharp cutbacks in corporate spending, profit shortfalls and bond defaults. And although the overall economy is still expanding, the manufacturing sector is suffering its own recession, in particular the formerly high-flying technology and telecommunications industries. The Federal Reserve reacted to the slowdown with the most rapid series of interest rate cuts in recent history, reducing the Federal Funds rate by 2.75 points between January and June. The impact of these rate cuts takes 6-12 months to filter through the economy, but they have already helped to bolster the confidence of both consumers and investors, and kept mortgage rates low enough to sustain the all-important housing sector. Still a soft landing, despite some bumpy moments A slowdown without a recession is by definition a "soft landing," and is a testament to the judgement and luck of policy-makers. Nonetheless, the speed of the slowdown, from over a 5% growth rate a year ago, has caused as much pain as some past recessions. Profits dropped sharply, leading to substantial equity losses and heightened market volatility. The severity of the reversal for technology sectors has led some commentators to argue that this cycle is more serious than the headline statistics suggest. But while overcapacity in certain industries (especially telecommunications) may lead to a brutal shake-out, the consequences for the wider economy should not be overwhelming. The entire manufacturing sector is only about 15% of US employment and about 20% of GDP, and most of that is not high-tech. Some companies and their employees are suffering, but the main result of excess capacity for the economy may be cheap bandwidth and improved technology services. Recovery just around the corner The impact of the Fed's monetary easing should be felt over the next 6 months. We expect lower rates to stimulate housing, auto sales, and other interest- sensitive consumer purchases. As companies experience rising demand and work off unwanted inventories, they will re-start postponed capital spending projects. By the end of this year we anticipate that growth will be back to 3% or more. This may feel unexciting by the standards of a year or two ago, but in a longer perspective it is a very healthy rate. There are, of course, risks: . Energy prices and electricity supply represent a potential problem for consumers and businesses. . The US trade deficit leaves the dollar vulnerable to a crisis of confidence, in which rising import prices inhibit the Fed's ability to lower interest rates. . Home-growth inflation pressures might also derail the recovery of business investment and productivity growth. . Finally, in a long-term perspective, today's high stock market valuations may still be out of line with economic fundamentals. Overall, however, we look forward to a pace of growth for the economy and corporate profits that will be slower than we got used to in recent years, but which is still better than what we have experienced for most of the past three decades. 1 Inception: March 29, 1986 Growth & Income Fund Independence Investment LLC Paul F. McManus Putnam Investments C. Beth Cotner The Growth & Income Fund is a multi-manager fund with two sub-advisers each independently managing their own portion of the Fund. The two managers employ a distinct and complementary investment strategy. This unique multi-manager approach seeks to produce more consistent investment returns over market cycles and to reduce the risk of any one manager or strategy being out of favor in certain market environments. II LLC selects stocks using a combination of fundamental equity research and quantitative tools and focuses on large cap stocks that are undervalued relative to the stock's history and have improving earnings growth prospects. Putnam selects stocks using a systematic screening approach and fundamental equity research and focuses on large and mid cap stocks with opportunities for above average growth. As of June 30, 2001, II LLC managed approximately 80.10% and Putnam managed approximately 19.90% of the Fund's assets. For the first half of 2001, the Fund performed -9.13%, just below the overall benchmark's performance of - 6.69%. Independence Investment LLC In the second quarter, the S&P 500 Index had its strongest quarterly performance period since the fourth quarter of 1999, returning 5.85%. This portion of your portfolio performed very well for the quarter, returning 7.28% net; outperforming the S&P 500 Index by 143 basis points. All of the outperformance of the Fund relative to the benchmark was from specific stock selection. The sectors that added the most value this quarter were Retail and Utilities. Conversely, Financial Services and Healthcare were the largest detractors from performance. The worldwide economies are clearly struggling. The U.S. will likely show negative growth in the current quarter as businesses reign in spending and investment. European economies slowed considerably this quarter and Japan appears to have entered another recession. Investors are looking past the slowdown and focusing instead on the potential rebound over the coming months. The consumer has remained quite resilient during this slowdown. The Federal Reserve has aggressively cut interest rates and consumers will be receiving tax rebate checks in the third quarter. Inflation is clearly coming down as energy prices have weakened. We believe investors must be patient, waiting to see tangible signs of the economic recovery over the remainder of the year. We continue to be overweight retailers, as we believe the consumer will once again lead us on the road to recovery. We also own significant positions in semiconductor companies. We believe their shares are attractively priced and they will quickly benefit from a rebound in technology spending. Finally, many software and data service companies are attractive because their businesses should prove to be more predictable in this period of uncertain order patterns in the technology industry. Putnam Investments Weak performance in the first quarter of the year dragged down the positive results achieved later in the period. In the first quarter of 2001, the Fund underperformed the index as strong relative stock performance in consumer staples (Anheuser Busch, Clear Channel, and Echostar), coupled with underweighting the lagging technology sector, was offset by weak stock performance in both technology (Applied Micro Circuits, PMC-Sierra, Brocade Communications, Juniper Networks, Agile Software, Siebel Systems) and health care (Applera-Applied Biosystems, Genentech). In the second quarter, the Fund outperformed the benchmark due to strong stock selection in consumer staples (AOL Time Warner, Inc.) and overweighting the robust conglomerates sector (Tyco International); which more than offset an underweight position in the rallying technology sector. We believe that the current environment of economic uncertainty will continue to pressure rapidly growing, high-quality growth companies. While we do not expect this condition to persist over the long term, we have taken steps to focus on growth companies with a proven track record of growing profits even during unsettled economic times. Going forward, we are overweighting technology (software and communications equipment) and consumer cyclicals (general merchandise retail and specialty retail). While underweighting the health-care and energy sectors, within those areas we will focus on pharmaceuticals, biotechnology, and specialty pharmaceuticals, and oil services, respectively. 2 Inception: March 29, 1986 Growth & Income Fund Independence Investment LLC Paul F. McManus Putnam Investments C. Beth Cotner [GRAPH] Growth & Income Date Fund S&P 500(R) Index ---- ---- ---------------- 7/1/1991 10,000 10,000 7/31/1991 10,345 10,468 8/31/1991 10,567 10,714 9/30/1991 10,439 10,538 10/31/1991 10,592 10,680 11/30/1991 10,224 10,248 12/31/1991 11,181 11,419 1/31/1992 10,985 11,207 2/29/1992 11,115 11,350 3/31/1992 10,928 11,128 4/30/1992 11,275 11,452 5/31/1992 11,386 11,514 6/30/1992 11,302 11,347 7/31/1992 11,691 11,804 8/31/1992 11,460 11,566 9/30/1992 11,588 11,699 10/31/1992 11,569 11,741 11/30/1992 12,019 12,136 12/31/1992 12,175 12,295 1/31/1993 12,300 12,385 2/28/1993 12,472 12,552 3/31/1993 12,859 12,822 4/30/1993 12,516 12,508 5/31/1993 12,841 12,846 6/30/1993 12,967 12,888 7/31/1993 12,896 12,828 8/31/1993 13,416 13,316 9/30/1993 13,440 13,218 10/31/1993 13,669 13,486 11/30/1993 13,548 13,359 12/31/1993 13,798 13,524 1/31/1994 14,208 13,977 2/28/1994 13,794 13,599 3/31/1994 13,260 13,008 4/30/1994 13,490 13,177 5/31/1994 13,541 13,392 6/30/1994 13,296 13,061 7/31/1994 13,655 13,493 8/31/1994 14,164 14,042 9/30/1994 13,745 13,704 10/31/1994 13,965 14,018 11/30/1994 13,501 13,503 12/31/1994 13,722 13,700 1/31/1995 14,005 14,057 2/28/1995 14,557 14,602 3/31/1995 14,879 15,034 4/30/1995 15,313 15,472 5/31/1995 15,822 16,083 6/30/1995 16,182 16,461 7/31/1995 16,698 17,009 8/31/1995 16,808 17,055 9/30/1995 17,537 17,769 10/31/1995 17,422 17,707 11/30/1995 18,156 18,486 12/31/1995 18,416 18,828 1/31/1996 18,906 19,476 2/29/1996 19,150 19,663 3/31/1996 19,395 19,852 4/30/1996 19,614 20,144 5/31/1996 20,068 20,663 6/30/1996 20,177 20,748 7/31/1996 19,224 19,825 8/31/1996 19,682 20,245 9/30/1996 20,596 21,383 10/31/1996 21,100 21,969 11/30/1996 22,504 23,636 12/31/1996 22,117 23,173 1/31/1997 23,255 24,612 2/28/1997 23,383 24,811 3/31/1997 22,472 23,779 4/30/1997 23,561 25,199 5/31/1997 24,839 26,746 6/30/1997 25,818 27,939 7/31/1997 28,125 30,157 8/31/1997 26,701 28,480 9/30/1997 28,254 30,041 10/31/1997 27,191 29,038 11/30/1997 28,214 30,382 12/31/1997 28,717 30,905 1/31/1998 29,027 31,248 2/28/1998 31,396 33,501 3/31/1998 33,152 35,216 4/30/1998 33,244 35,572 5/31/1998 32,881 34,960 6/30/1998 34,276 36,379 7/31/1998 33,876 35,994 8/31/1998 28,675 30,789 9/30/1998 30,147 32,762 10/31/1998 32,834 35,426 11/30/1998 34,799 37,573 12/31/1998 37,402 39,737 1/31/1999 38,657 41,398 2/28/1999 37,457 40,111 3/31/1999 38,566 41,715 4/30/1999 40,191 43,329 5/31/1999 39,019 42,307 6/30/1999 41,709 44,655 7/31/1999 40,282 43,262 8/31/1999 39,805 43,045 9/30/1999 38,707 41,866 10/31/1999 40,971 44,516 11/30/1999 41,446 45,420 12/31/1999 43,471 48,095 1/31/2000 40,822 45,680 2/29/2000 39,797 44,817 3/31/2000 44,251 49,200 4/30/2000 43,169 47,719 5/31/2000 42,600 46,741 6/30/2000 43,282 47,891 7/31/2000 42,755 47,144 8/31/2000 45,401 50,071 9/30/2000 42,657 47,428 10/31/2000 42,761 47,228 11/30/2000 37,930 43,507 12/31/2000 37,775 43,720 1/31/2001 38,943 45,272 2/28/2001 34,857 41,143 3/31/2001 31,997 38,539 4/30/2001 35,072 41,533 5/31/2001 35,137 41,812 6/30/2001 34,325 40,796 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------- - - % of six months ago investments % of investments General Electric Co. 6.0% 6.8% Microsoft Corp. 4.8% 8.1% Pfizer, Inc. 4.0% 1.0% AOL Time Warner, Inc. 3.1% N/A Citigroup, Inc. 3.0% 4.7% Exxon Mobil Corp. 2.7% 1.6% Wal-Mart Stores, Inc. 2.4% 1.8% Intel Corp. 2.2% 3.6% Johnson & Johnson 1.9% 1.3% Verizon Communications 1.9% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------- - - Growth & Income S&P 500 MorningStar Fund Index(1) Peer Group+ YTD** -9.13% -6.69% -8.13% 1 Year -20.69 -14.82 -15.74 3 Years 0.05 3.89 3.24 5 Years 11.21 14.48 12.82 10 Years 13.13 15.10 13.83 Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------- - - % of % of investments investments Technology 25.3% Consumer Cyclical 7.3% Health Care 13.5% Energy 6.1% Financial 13.4% Utility 5.3% Capital Equipment 11.2% Consumer Staple 5.1% Retail 8.3% Basic Material 3.0% (1) "Standard & Poor's 500" is a trademark of the McGraw-Hill Companies, Inc. and has been licensed for use by John Hancock Life Insurance Company. The product is not sponsored, endorsed, sold or promoted by Standard & Poor's and Standard & Poor's makes no representation regarding the advisability of investing in the product. * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the Fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Large Blend investment category. 3 Inception: May 1, 1996 Equity Index Fund SSgA Funds Management, Inc. Management Team The S&P 500 gained 5.85% in the second quarter, partially offsetting the losses from the first quarter of the year. The index is still down 6.69% for the first half of 2001. Information Technology jumped 12.44% in the second quarter, but is still down over 16% year to date. This gives the sector the odd titles of best performer in the second quarter, and worst performer in the first half. Utilities was the worst performing sector in the quarter, falling 5.70%. In the first half of the year there were some bright lights. Consumer Discretionary stocks rose 8.82% and Materials rose 4.51%. The remaining sectors all posted losses. There were 7 stocks that doubled in the first half, led by JC Penney (147%), Compuware (124%), Kmart (116%) and Best Buy (115%.) Of particular interest, Microsoft rose 68% in the first half, adding 1.3% to the index return.(/3/) On the downside 15 stocks lost more than half of their value, led by Network Appliances (-79%) Palm (-79%) and Applied MicroCircuits (-77%.)(/3/) The Equity Index Fund attempts to track the performance of the S&P 500 Index by fully replicating the index. The fund attempts to match the index holdings and weights for each security in order to provide returns close to the index return. [GRAPH] Historical Fund Return $10,000 Investment made 5/1/96 (Fund Inception Date) Date Equity Index Fund S&P 500* Index ---- ----------------- -------------- 5/1/1996 10,000 10,000 5/31/1996 10,210 10,258 6/30/1996 10,231 10,300 7/31/1996 9,825 9,842 8/31/1996 9,971 10,050 9/30/1996 10,509 10,615 10/31/1996 10,787 10,906 11/30/2001 11,561 11,734 12/31/1996 11,423 11,504 1/31/1997 12,133 12,218 2/28/1997 12,221 12,317 3/31/1997 11,736 11,805 4/30/1997 12,409 12,510 5/31/1997 13,119 13,278 6/30/1997 13,727 13,870 7/31/1997 14,821 14,971 8/31/1997 13,993 14,139 9/30/1997 14,756 14,913 10/31/1997 14,267 14,415 11/30/1997 14,887 15,083 12/31/1997 15,169 15,342 1/31/1998 15,336 15,513 2/28/1998 16,441 16,631 3/31/1998 17,280 17,482 4/30/1998 17,455 17,659 5/31/1998 17,151 17,355 6/30/1998 17,850 18,060 7/31/1998 17,664 17,868 8/31/1998 15,096 15,285 9/30/1998 16,067 16,264 10/31/1998 17,369 17,587 11/30/1998 18,419 18,653 12/31/1998 19,484 19,727 1/31/1999 20,296 20,551 2/28/1999 19,669 19,912 3/31/1999 20,464 20,709 4/30/1999 21,252 21,510 5/31/1999 20,743 21,003 6/30/1999 21,904 22,168 7/31/1999 21,220 21,477 8/31/1999 21,115 21,369 9/30/1999 20,541 20,784 10/31/1999 21,834 22,099 11/30/1999 22,275 22,548 12/31/1999 23,593 23,876 1/31/2000 22,400 22,677 2/29/2000 21,978 22,249 3/31/2000 24,120 24,425 4/30/2000 23,394 23,690 5/31/2000 22,910 23,204 6/30/2000 23,475 23,775 7/31/2000 23,108 23,404 8/31/2000 24,546 24,857 9/30/2000 23,245 23,545 10/31/2000 23,146 23,446 11/30/2000 21,326 21,598 12/31/2000 21,434 21,704 1/31/2001 22,191 22,475 2/28/2001 20,164 20,425 3/31/2001 18,884 19,132 4/30/2001 20,350 20,619 5/31/2001 20,490 20,757 6/30/2001 19,990 20,252 Top Ten holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ - - % of six months ago investments % of investments General Electric Co. 4.4% 3.4% Microsoft Corp. 3.6% 4.0% Exxon Mobil Corp. 2.7% 1.9% Citigroup, Inc. 2.4% 1.3% Pfizer, Inc. 2.3% 0.8% AOL Time Warner, Inc. 2.1% N/A Wal-Mart Stores, Inc. 2.0% 2.1% American International Group, Inc. 1.8% 1.1% Intel Corp. 1.8% 1.8% International Business Machines Corp. 1.8% 1.3% Average Annual Total Returns* - ------------------------------------------------------------------------------ - - Equity Index S&P 500 MorningStar Fund(1) Index(2) Peer Group+ ------------ ---------- ---------- - - YTD** -6.74% -6.69% -8.13% 1 Year -14.85 -14.82 -15.74 3 Years 3.85 3.89 3.24 5 Years 14.33 14.48 12.82 Since Inception (5/1/96) 14.35 14.64 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ % of % of investments investments Technology 21.0% Energy 7.1% Financial 17.5% Utility 6.9% Health Care 12.1% Retail 6.4% Capital Equipment 10.2% Consumer Staple 6.3% Consumer Cyclical 7.6% Basic Material 3.0% (1) Returns reflect waiver of advisory fee, reimbursement of all non- advisory fund expenses, and extra-ordinary capital contributions of $84,000 in 1996 and $250,000 in 1997. (2) "Standard & Poor's 500" is a trademark of McGraw-Hill Companies, Inc. and has been licensed for use by John Hancock Life Insurance Company. The product is not sponsored, endorsed, sold or promoted by Standard & Poor's and Standard & Poor's makes no representation regarding the advisability of investing in the product. (3) Source: Morgan Stanley Dean Witter. * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all the variable annuity and life sub-accounts within the Morningstar variable universe having a Large Blend investment category. 4 Inception: May 1, 1996 Large Cap Value Fund T. Rowe Price Associates, Inc. Brian C. Rogers The fund posted a respectable gain of 2.34% in a difficult environment during the first half of the year. Results for the six months and year were well ahead of the Russell 1000 Value Index which ended in negative territory for the half. We were pleased by the resiliency of a number of our holdings, including Bank of America, American General, Microsoft, Fortune Brands, Toys "R' Us, and H&R Block, all of which were prominent on a long list of positive contributors to fund performance. On the negative side of the ledger, Honeywell International and Rockwell International turned in disappointing results. We made a number of sizable purchases in the first half of the year. Schering-Plough, McDonald's, Bristol-Myers Squibb, Texas Instruments, and Corning were all companies trading anywhere from 25% to 75% below their 12- month highs and, in our opinion, provided attractive investment opportunities. Accordingly, we either initiated positions in them or enhanced our existing holdings. Our transactions in GE and Honeywell International deserve special commentary. Most of our buying in Honeywell occurred in late June when the company's proposed acquisition by GE was coming unglued due to concerns raised by European regulators. After Honeywell stock declined to an unrealistically low price level, in our view, we believed it represented a favorable combination of strong upside potential and little downside risk. Regarding GE, we normally do not buy and sell a security in such a short period. However, the stock sold off sharply in the first three months of the year, at which point we initiated a position in it. Subsequently, GE appreciated fairly quickly, and we decided to eliminate it from the portfolio. In terms of other sales during the half, we eliminated or reduced positions in several companies after their stocks appreciated in value--with the notable exception of BMC Software. As we've stated before, we generally recycle out of holdings that have increased in price to the point where the appeal of their relative valuations is less compelling, and then reinvest the proceeds in more undervalued opportunities. While the economic and earnings news has been sluggish, the Federal Reserve's aggressive program of cutting short-term interest rates, combined with some boost from the administration's tax cut, auger well for improved economic and earnings performance toward the end of the year or early 2002. While a rebound is difficult to forecast with a high degree of certainty, we believe the backdrop for stocks will improve over the intermediate term. In our view, there are many appealing opportunities for investors with a reasonable time horizon, and we will continue to seek them out in the months ahead. [GRAPH] Historical Fund Return $10,000 Investment made 5/1/96 (Fund Inception Date) Russel 1000 Large Cap Date Value Index Value Fund ---- ----------- ---------- 5/1/1996 10,000 10,000 5/31/1996 10,125 10,190 6/30/1996 10,133 10,255 7/31/1996 9,750 9,977 8/31/1996 10,029 10,186 9/30/1996 10,428 10,618 10/31/1996 10,832 10,860 11/30/1996 11,617 11,451 12/31/1996 11,468 11,391 1/31/1997 12,024 11,699 2/28/1997 12,201 11,979 3/31/1997 11,762 11,724 4/30/1997 12,256 12,016 5/31/1997 12,941 12,582 6/30/1997 13,496 13,059 7/31/1997 14,511 13,805 8/31/1997 13,995 13,447 9/30/1997 14,840 14,081 10/31/1997 14,426 13,703 11/30/1997 15,063 14,220 12/31/1997 15,503 14,644 1/31/1998 15,283 14,539 2/28/1998 16,312 15,250 3/31/1998 17,310 15,954 4/30/1998 17,426 15,869 5/31/1998 17,168 15,598 6/30/1998 17,388 15,561 7/31/1998 17,082 15,107 8/31/1998 14,540 13,634 9/30/1998 15,375 14,373 10/31/1998 16,566 15,261 11/30/1998 17,338 15,884 12/31/1998 17,928 15,999 1/31/1999 18,071 15,600 2/28/1999 17,816 15,470 3/31/1999 18,185 15,889 4/30/1999 19,883 17,601 5/31/1999 19,665 17,469 6/30/1999 20,235 17,932 7/31/1999 19,642 17,538 8/31/1999 18,913 17,003 9/30/1999 18,251 16,394 10/31/1999 19,303 16,974 11/30/1999 19,152 16,678 12/31/1999 19,244 16,524 1/31/2000 18,617 15,752 2/29/2000 17,234 14,461 3/31/2000 19,336 16,067 4/30/2000 19,112 16,209 5/31/2000 19,312 16,987 6/30/2000 18,430 16,141 7/31/2000 18,660 16,308 8/31/2000 19,698 17,100 9/30/2000 19,879 17,218 10/31/2000 20,368 18,044 11/30/2000 19,612 17,845 12/31/2000 20,595 18,667 1/31/2001 20,675 18,863 2/28/2001 20,100 18,597 3/31/2001 19,391 18,092 4/30/2001 20,341 18,861 5/31/2001 20,799 19,494 6/30/2001 20,337 19,104 Top Ten Holdings (as of June 20, 2001) - ------------------------------------------------------------------------------ - -- six months ago % of % of investments investments Exxon Mobil Corp. 2.6% 2.4% Mellon Financial Corp. 2.3% 1.2% Lockheed Martin Corp. 1.9% 0.8% BP Amoco plc 1.9% 1.3% Union Pacific Corp. 1.9% 0.7% American Home Products Corp. 1.7% 1.2% Verizon Communications 1.7% N/A Texaco, Inc. 1.6% 0.9% Federal National Mortgage Assoc. 1.6% 0.8% Fleet Boston Financial Corp. 1.6% 0.9% Average Annual Total Returns* - ------------------------------------------------------------------------------ - -- Large Cap Russell 1000 MorningStar Value Fund Value Index Peer Group+ ---------- ------------ ----------- YTD** 2.34% -1.25% -0.67% 1 Year 18.36 10.35 8.79 3 Years 7.08 5.36 4.84 5 Years 13.25 14.95 12.16 Since Inception (5/1/96) 13.35 14.73 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ - -- % of % of investments investments Financial 20.5% Technology 8.6% Energy 12.0% Utility 8.3% Consumer Staple 10.4% Basic Material 7.4% Consumer Cyclical 10.3% Health Care 5.5% Captial Equipment 9.0% Retail 3.6% * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Large Value investment category. 5 Inception: August 31, 1999 Large Cap Value CORE/SM/ Fund Goldman Sachs Asset Management Brown/Jones/Pinter During the second quarter of 2001, the John Hancock VST Large Cap Value CORE Fund (the "Fund") generated a total cumulative return of 6.47%, versus the 4.88% total cumulative return of the Fund's benchmark, the Russell 1000 Value Index (the "Index"). The Fund's strategy is a well-defined investment process that has historically provided consistent, risk-managed performance. The diversification of our models typically adds value because, when one theme doesn't work, others usually do. For example, when Momentum stocks underperform, Value stocks typically advance more than average. Of the CORE themes, Momentum recovered after a very difficult first quarter to drive positive performance in the second quarter. The theme benefited from the market's more typical patterns of behavior, following a spate of panic selling and frenzied buying that characterized the end of 2000 and beginning of 2001. Value was a positive contributor overall, its fourth positive quarter in a row. Profitability also boosted results for the second consecutive quarter, while Earnings Quality and Research were down for the period. The Fund's holdings in Energy and Consumer Non-cyclicals, in particular, significantly outperformed benchmark peers, while holdings in Basic Materials lagged the most. Individual stocks that had the greatest impact on the upside were overweights in Ultramar Diamond Shamrock (0.1%), Fox Entertainment Group, Inc. (0.1%) and Waste Management Inc. (0.9%). An overweight in CVS Corp. (0.4%) and an underweight in Du Pont (0.1%) were the biggest detractors. Looking ahead, we continue to believe that cheaper stocks should outpace more expensive ones and good momentum stocks should do better than poor momentum stocks. We also expect companies that are favored by fundamental research analysts and that have strong profit margins and sustainable earnings to outperform their peers. As such, we anticipate remaining fully invested and expect that the value we add over time will be due to stock selection, as opposed to sector or size allocations. Footnotes Total return figures represent past performance and do not indicate future results which will vary. The Fund's performance reflects the reinvestment of dividends and distributions. The Russell 1000 Value Index is unmanaged and does not include any fees or expenses. CORESM is a service mark of Goldman, Sachs & Co. Performance returns for the VST Large Cap Value CORE Fund (the "Fund") are estimated and supplied as a client accommodation for internal use only within John Hancock Funds Group. The Fund is subadvised/managed by Goldman Sachs Asset Management ("GSAM"). As a subadviser, we do not normally perform administration functions, such as performance calculations. The NAV's, distributions and expense ratios (which are calculated by the custodian--State Street Bank) used to calculate total returns have not been independently validated and approved by GSAM. [GRAPH] Historical Fund Return $10,000 Investment made 8/31/99 (Fund Inception Date) Large Cap Value Russell 1000 Date CORE(SM) Fund Value Index ---- ------------- ----------- 8/31/1999 10,000 10,000 9/30/1999 9,710 9,650 10/31/1999 10,330 10,206 11/30/1999 10,221 10,126 12/31/1999 10,357 10,175 1/31/2000 9,965 9,843 2/29/2000 9,305 9,112 3/31/2000 10,352 10,223 4/30/2000 10,234 10,105 5/31/2000 10,314 10,211 6/30/2000 9,924 9,744 7/31/2000 10,093 9,866 8/31/2000 10,734 10,415 9/30/2000 10,783 10,510 10/31/2000 10,932 10,769 11/30/2000 10,423 10,370 12/31/2000 10,887 10,889 1/31/2001 10,868 10,931 2/28/2001 10,563 10,628 3/31/2001 10,164 10,252 4/30/2001 10,773 10,755 5/31/2001 11,028 10,997 6/30/2001 10,819 10,753 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------- - - % of six months ago investments % of investments Exxon Mobil Corp. 5.5% 0.9% Citigroup, Inc. 4.7% 0.6% Verizon Communications 3.0% N/A American International Group, Inc. 2.3% 0.3% Procter & Gamble Co. 2.0% 0.1% Federal National Mortgage Assoc. 2.0% 0.1% Bank of America Corp. 2.0% 0.4% SBC Communications, Inc. 1.6% 0.4% Johnson & Johnson 1.6% 0.1% Minnesota Mining & Manufacturing Co. 1.5% 0.1% Average Annual Total Returns* - ------------------------------------------------------------------------------- - - Large Cap Russell 1000 MorningStar Value Core/SM/ Fund Value Index Peer Group+ ------------------- ------------ ----------- YTD** -0.66% -1.25% -0.67% 1 Year 8.97 10.35 8.79 Since Inception (8/31/99) 4.36 4.04 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------- - - % of % of investments investments Financial 27.8% Consumer Cyclical 7.9% Energy 11.2% Consumer Staple 7.7% Utility 9.8% Capital Equipment 6.0% Technology 9.7% Basic Material 3.9% Health Care 8.3% Retail 3.4% * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all the variable annuity and life sub-accounts within the Morningstar variable universe having a Large Cap Value investment style. 6 Inception: June 30, 2000 Large Cap Value COREsm II (formerly American Leaders Large Cap Value Fund) Goldman Sachs Asset Management Brown/Jones/Pinter Effective January 1, 2001 Goldman Sachs Asset Management assumed management of the Fund. During the second quarter of 2001, the John Hancock VST Large Cap Value CORE II Fund (the "Fund") generated a total cumulative return of 6.21%, versus the 4.88% total cumulative return of the Fund's benchmark, the Russell 1000 Value Index (the "Index"). The Fund's strategy is a well-defined investment process that has historically provided consistent, risk-managed performance. The diversification of our models typically adds value because, when one theme doesn't work, others usually do. For example, when Momentum stocks underperform, Value stocks typically advance more than average. Of the CORE themes, Momentum recovered after a very difficult first quarter to drive positive performance in the second quarter. The theme benefited from the market's more typical patterns of behavior, following a spate of panic selling and frenzied buying that characterized the end of 2000 and beginning of 2001. Value was a positive contributor overall, its fourth positive quarter in a row. Profitability also boosted results for the second consecutive quarter, while Earnings Quality and Research were down for the period. The Fund's holdings in Energy and Consumer Non-cyclicals, in particular, significantly outperformed benchmark peers, while holdings in Basic Materials lagged the most. Individual stocks that had the greatest impact on the upside were overweights in Ultramar Diamond Shamrock (0.1%), Fox Entertainment Group, Inc. (0.1%) and Waste Management Inc. (0.9%). An overweight in CVS Corp. (0.4%) and an underweight in Du Pont (0.1%) were the biggest detractors. Looking ahead, we continue to believe that cheaper stocks should outpace more expensive ones and good momentum stocks should do better than poor momentum stocks. We also expect companies that are favored by fundamental research analysts and that have strong profit margins and sustainable earnings to outperform their peers. As such, we anticipate remaining fully invested and expect that the value we add over time will be due to stock selection, as opposed to sector or size allocations. Footnotes Total return figures represent past performance and do not indicate future results which will vary. The Fund's performance reflects the reinvestment of dividends and distributions. The Russell 1000 Value Index is unmanaged and does not include any fees or expenses. CORESM is a service mark of Goldman, Sachs & Co. Performance returns for the VST Large Cap Value CORE II Fund (the "Fund") are estimated and supplied as a client accommodation for internal use only within John Hancock Funds Group. The Fund is subadvised/managed by Goldman Sachs Asset Management ("GSAM"). As a subadviser, we do not normally perform administration functions, such as performance calculations. The NAV's, distributions and expense ratios (which are calculated by the custodian--State Street Bank) used to calculate total returns have not been independently validated and approved by GSAM. (Fund investment information on next page.) 7 Inception: June 30, 2000 Large Cap Value COREsm II (formerly American Leaders Large Cap Value Fund) Goldman Sachs Asset Management Brown/Jones/Pinter [GRAPH] Historical Fund Return $10,000 Investment made 6/30/00 (Fund Inception Date) Date Large Cap Value Core II Fund Russell 1000 Value Index ---- ---------------------------- ------------------------ 6/30/2000 10,000 10,000 7/31/2000 9,842 10,125 8/31/2000 10,692 10,688 9/30/2000 10,499 10,786 10/31/2000 10,827 11,052 11/30/2000 10,283 10,642 12/31/2000 10,802 11,175 1/31/2001 10,800 11,218 2/28/2001 10,529 10,906 3/31/2001 10,139 10,521 4/30/2001 10,723 11,037 5/31/2001 11,002 11,285 6/30/2001 10,766 11,035 Top Ten Holdings (as of June 30, 2001) - -------------------------------------- % of six months ago investments % of investments Exxon Mobil Corp. 5.1% 1.8% Citigroup, Inc. 3.8% N/A Verizon Communications 3.0% 1.3% Bank of America Corp. 2.3% 1.0% Federal National Mortgage Assoc. 2.0% N/A Johnson & Johnson 1.9% N/A American International Group, Inc. 1.9% N/A SBC Communications, Inc. 1.8% N/A Procter & Gamble Co. 1.6% N/A General Motors Corp. 1.3% 0.7% Average Annual Total Returns* - ----------------------------- Large Cap Value Russell 1000 Morning Star Core II Fund Value Index Peer Group+ --------------- ------------ ------------ YTD** -0.33% -1.25% -0.67% 1 Year 7.66 10.35 8.79% Since Inception (6/30/00) 7.66 10.35 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------- % of % of investments investments Financial 27.5% Health Care 8.4% Energy 11.4% Consumer Staple 7.9% Utility 9.9% Capital Equipment 6.6% Technology 9.4% Governmental 3.1% Consumer Cyclical 8.7% Basic Material 2.8% * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Small- company investing entails special risks as outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees ad operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Large Value investment category. 8 Inception: March 29, 1986 Large Cap Growth Fund Independence Investment LLC Mark Lapman In the second quarter, the S&P 500 Index had its strongest quarterly performance period since the fourth quarter of 1999, returning 5.85%. Your portfolio performed very well for the quarter, returning 10.06% net, outperforming both the S&P 500 Index and the Russell 1000 Growth Index. The sectors that added the most value this quarter were Technology (Lexmark International, Intuit and Sanmina), Telecommunications (PCS Sprint and Verizon) and Consumer Non-Cyclicals (Phillip Morris). On the negative side, stock selection within Retail (Radioshack, CVS and Walgreen) and Health Care (Applera and Waters Corp.) trailed the benchmark. The worldwide economies are clearly struggling. The U.S. will likely show negative growth in the current quarter as businesses reign in spending and investment. European economies slowed considerably this quarter and Japan appears to have entered another recession. Investors are looking past the slowdown and focusing instead on the potential rebound over the coming months. The consumer has remained quite resilient during this slowdown. The Federal Reserve has aggressively cut interest rates and consumers will be receiving tax rebate checks in the third quarter. Inflation is clearly coming down as energy prices have weakened. We believe investors must be patient, waiting to see tangible signs of the economic recovery over the remainder of the year. We continue to be overweight retailers, as we believe the consumer will once again lead us on the road to recovery. We also own significant positions in semiconductor companies. We believe their shares are attractively priced and they will quickly benefit from a rebound in technology spending. Finally, many software and data service companies are attractive because their businesses should prove to be more predictable in this period of uncertain order patterns in the technology industry. [GRAPH] Historical Fund Return $10,000 Investment made 7/1/91 (10-Year Period) Large Cap Growth Date Large Cap Growth Fund Benchmark (1) ---- --------------------- ------------- 7/1/1991 10,000 10,000 7/31/1991 10,323 10,468 8/31/1991 10,532 10,714 9/30/1991 10,356 10,538 10/31/1991 10,405 10,680 11/30/1991 10,041 10,248 12/31/1991 10,928 11,419 1/31/1992 10,761 11,207 2/29/1992 10,882 11,350 3/31/1992 10,688 11,128 4/30/1992 11,025 11,452 5/31/1992 11,152 11,514 6/30/1992 11,063 11,347 7/31/1992 11,459 11,804 8/31/1992 11,245 11,566 9/30/1992 11,356 11,699 10/31/1992 11,370 11,741 11/30/1992 11,792 12,136 12/31/1992 12,014 12,295 1/31/1993 12,127 12,385 2/28/1993 12,348 12,552 3/31/1993 12,723 12,822 4/30/1993 12,264 12,508 5/31/1993 12,631 12,846 6/30/1993 12,816 12,888 7/31/1993 12,717 12,828 8/31/1993 13,268 13,316 9/30/1993 13,434 13,218 10/31/1993 13,636 13,486 11/30/1993 13,487 13,359 12/31/1993 13,672 13,524 1/31/1994 14,088 13,977 2/28/1994 13,651 13,599 3/31/1994 13,209 13,008 4/30/1994 13,469 13,177 5/31/1994 13,426 13,392 6/30/1994 13,224 13,061 7/31/1994 13,555 13,493 8/31/1994 14,029 14,042 9/30/1994 13,609 13,704 10/31/1994 13,739 14,018 11/30/1994 13,338 13,503 12/31/1994 13,538 13,700 1/31/1995 13,792 14,057 2/28/1995 14,314 14,602 3/31/1995 14,638 15,034 4/30/1995 15,000 15,472 5/31/1995 15,510 16,083 6/30/1995 15,771 16,461 7/31/1995 16,281 17,009 8/31/1995 16,406 17,055 9/30/1995 17,072 17,769 10/31/1995 16,876 17,707 11/30/1995 17,577 18,486 12/31/1995 17,822 18,828 1/31/1996 18,239 19,476 2/29/1996 18,455 19,663 3/31/1996 18,688 19,852 4/30/1996 19,003 20,144 5/31/1996 19,423 20,847 6/30/1996 19,401 20,876 7/31/1996 18,111 19,652 8/31/1996 18,689 20,160 9/30/1996 19,833 21,627 10/31/1996 19,980 21,757 11/30/1996 21,430 23,391 12/31/1996 21,078 22,932 1/31/1997 22,284 24,540 2/28/1997 22,449 24,373 3/31/1997 21,392 23,054 4/30/1997 22,524 24,585 5/31/1997 23,820 26,360 6/30/1997 24,764 27,415 7/31/1997 27,153 29,838 8/31/1997 25,802 28,093 9/30/1997 27,409 29,475 10/31/1997 26,305 28,384 11/30/1997 27,282 29,591 11/30/1997 27,282 29,591 12/31/1997 27,602 29,922 1/31/1998 28,340 30,817 2/28/1998 31,021 33,134 3/31/1998 32,777 34,456 4/30/1998 33,025 34,932 5/31/1998 32,313 33,940 6/30/1998 33,917 36,017 7/31/1998 33,753 35,779 8/31/1998 28,467 30,409 9/30/1998 30,133 32,744 10/31/1998 32,403 35,377 11/30/1998 34,977 38,069 12/31/1998 38,508 41,502 1/31/1999 40,651 43,939 2/28/1999 38,694 41,931 3/31/1999 40,324 44,140 4/30/1999 40,918 44,198 5/31/1999 39,734 42,841 6/30/1999 42,693 45,840 7/31/1999 41,280 44,382 8/31/1999 41,516 45,106 9/30/1999 40,565 44,158 10/31/1999 42,943 47,492 11/30/1999 44,391 50,057 12/31/1999 47,776 55,263 1/31/2000 44,917 52,671 2/29/2000 46,337 55,247 3/31/2000 51,279 59,202 4/30/2000 49,537 56,384 5/31/2000 47,743 53,542 6/30/2000 50,505 57,601 7/31/2000 48,864 55,199 8/31/2000 53,633 60,194 9/30/2000 48,014 54,500 10/31/2000 46,587 51,922 11/30/2000 40,383 44,269 12/31/2000 39,231 42,870 1/31/2001 41,504 45,832 2/28/2001 34,864 38,050 3/31/2001 30,974 33,910 4/30/2001 35,233 38,200 5/31/2001 34,816 37,638 6/30/2001 34,089 36,765 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments General Electric 8.9% 6.7% Microsoft Corp. 7.0% 9.4% Pfizer, Inc. 6.4% 2.4% AOL Time Warner, Inc. 4.9% N/A Intel Corp. 4.4% 6.1% International Business Machines Corp. 3.0% 2.7% Home Depot, Inc. 2.1% 3.5% Kohl's Corp. 2.1% N/A Merck & Co., Inc. 1.9% 2.5% Johnson & Johnson 1.8% 2.1% Average Annual Total Returns* - ------------------------------------------------------------------------------ Large Cap Large Cap Growth MorningStar Growth Fund Benchmark (1) Peer Group+ ----------- ---------------- ----------- YTD** -13.11% -14.24% -15.20% 1 Year -32.50 -36.17 -30.61 3 Years 0.17 0.69 4.84 5 Years 11.93 11.98 12.79 10 Years 13.05 13.91 14.65 Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ % of % of investments investments Technology 37.0% Utility 3.2% Health Care 20.7% Consumer Staple 2.8% Capital Equipment 11.8% Financial 2.7% Retail 10.1% Energy 1.6% Consumer Cyclical 8.6% Governmental 1.1% (1) The benchmark is represented by the S&P 500 for the period April 1986 to April 1996 and the Russell Large Cap Growth Index for the period May 1996 to present. * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Large Cap Growth investment category. Prior to May 1996 (concurrent with the Fund's strategy change), the peer group represents the Large Cap Growth investment category. 9 Inception: August 31, 1999 Large Cap Aggressive Growth Fund Alliance Capital Management L.P. J. Fogarty/A. Harrison The Portfolio (+6.2%) underperformed the Russell 1000 Growth Index return of 8.4% due to unfavorable stock selection in the producer durables sector, specifically Nokia. The Portfolio was also negatively impacted by our position in Honeywell. The Portfolio was positively impacted by a mild overweight and favorable stock selection in the consumer discretionary sector, specifically AOL Time Warner. We recognize the headwind the U.S. stock market has encountered in past months is increasingly accompanied by problems overseas. We realize the possibility that U.S. economic growth may remain stagnant short-term and that any palpable evidence of a recovery may extend into later this year or early 2002. We are encouraged by the Federal Reserve's unparalleled record of steering the U.S. economy and stock market through difficult stages, but we believe that to gain sound traction may take longer than expected and may be presented in the form of a "U" rather than "V" shaped recovery. Our cautious positioning in the Portfolio, reflected by our low profile in the technology sector, gives us some comfort in the current environment. We are guarded that the second half will provide the upward thrust that so many companies are depending upon. Our strategy is to focus on companies with strong balance sheets and carefully select those with the soundest fundamentals, particularly in the technology sector, which we believe will emerge from this economic slump in solid financial shape. We are utilizing the extensive resources that Alliance Capital's worldwide presence has to offer and intensifying our efforts to obtain the best information about each of the companies that we invest in, including industry data that company managements may be missing. We fully appreciate that even in the "safest" sectors elements of risk may exist and will maintain our positions in individual companies in which we have the highest confidence of earnings and fundamentals. [GRAPH] Historical Fund Return $10,000 Investment made 8/31/99 (Fund Inception Date) Large Cap Aggressive Russell 1000 Date Growth Fund Growth Index ---- ---------------- --------- 8/31/1999 10,000 10,000 9/30/1999 9,946 9,790 10/31/1999 10,810 10,529 11/30/1999 11,046 11,098 12/31/1999 12,016 12,252 1/31/2000 11,463 11,677 2/29/2000 11,567 12,248 3/31/2000 12,831 13,125 4/30/2000 12,362 12,501 5/31/2000 11,691 11,870 6/30/2000 12,283 12,770 7/31/2000 12,149 12,238 8/31/2000 12,931 13,345 9/30/2000 11,512 12,083 10/31/2000 11,115 11,511 11/30/2000 9,840 9,815 12/31/2000 9,768 9,504 1/31/2000 10,397 10,161 2/28/2001 8,775 8,436 3/31/2001 8,022 7,518 4/30/2001 8,822 8,469 5/31/2001 8,857 8,344 6/30/2001 8,519 8,151 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments ----------- ---------------- AOL Time Warner, Inc. 6.6% N/A Pfizer, Inc. 5.8% 0.6% Federal Home Loan Mortgage Corp. 4.9% 0.6% Citigroup, Inc. 4.7% 1.4% MBNA Corp. 4.7% 1.1% Microsoft Corp. 4.3% 2.0% General Electric Co. 4.2% 0.6% American International Group, Inc. 3.8% 0.7% Kohl's Corp. 3.5% 1.0% Comcast Corp. 3.5% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------ Large Cap Aggressive Russell 1000 MorningStar Growth Fund Growth Index Peer Group+ -------------------- ------------ ----------- YTD** -12.77% -14.24% -15.20% 1 Year -30.68 -36.17 -30.61 Since Inception (8/31/99) -8.40 -10.55 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ % of % of investments investments Technology 17.1% Capital Equipment 9.8% Financial 16.8% Governmental 6.9% Health Care 15.5% Energy 5.1% Consumer Cyclical 12.2% Utility 3.3% Retail 10.5% Consumer Staple 2.6% * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level changes (i.e. investment management fees and operating expenses). It does not reflect expenses and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Large Growth investment category. 10 Inception: August 31, 1999 Large/Mid Cap Value Fund Wellington Management Company, LLP D. Chu/L. Gabriel During the second quarter, the John Hancock Large/Mid Cap Value Fund advanced 4.1%, slightly underperforming the Fund's benchmark, the Russell 1000 Value Index, which increased by 4.9%. For the one-year period ending June 30, 2001 the Fund returned 13.66%, well ahead of its benchmark which only increased 10.35%. While growth outperformed value for the quarter, value was the relative winner for the one-year period ending June 30, 2001 as the Russell 1000 Value Index (10%) outperformed the Russell 1000 Growth Index (-36%). The Fund's top-performing sector during the quarter was the financials sector due to strong stock selection. Citigroup posted strong returns as the banking sector benefited from continued rate cuts and a steepening yield curve. Conversely, the health care and utility sectors detracted from performance. Some of the Fund's largest contributors through stock selection were Verizon, which was a strong performer in the telecommunications sector, and AT&T Liberty Media, which rebounded after a favorable tax ruling regarding AT&T's divestiture was announced. We anticipate improving conditions in the second half of this year, setting the stage for a stronger economy in 2002. This recovery will begin as a result of positive fiscal and monetary stimulus and will be fueled by lower than expected inflation, a stronger consumer, and rising corporate profits. In this environment our outlook for large cap value stocks remains favorable. As we begin the second half of the year, we will continue to combine our global industry analysts' "best ideas" from bottom-up stock selection within the large-cap value universe. Going forward, we continue to believe that broad diversification across sectors is a central tenet of the investment strategy. By closely aligning sector weights to the index, sector risk is minimized, while security selection is emphasized as the source of value added for investors. [GRAPH] Historical Fund Return $10,000 Investment made 8/31/99 (Fund Inception Date) Large/Mid Cap Russell 1000 Date Value Fund Value Index ---- ------------- --------------- 8/31/1999 10,000 10,000 9/30/1999 9,790 9,650 10/31/1999 10,355 10,206 11/30/1999 10,295 10,126 12/31/1999 10,477 10,175 1/31/2000 10,030 9,843 2/29/2000 9,618 9,112 3/31/2000 10,825 10,223 4/30/2000 10,443 10,105 5/31/2000 10,604 10,211 6/30/2000 10,213 9,744 7/31/2000 10,451 9,866 8/31/2000 11,183 10,415 9/30/2000 11,406 10,510 10/31/2000 11,710 10,769 11/30/2000 11,229 10,370 12/31/2000 11,880 10,889 1/31/2001 11,886 10,931 2/28/2001 11,481 10,628 3/31/2001 11,172 10,252 4/30/2001 11,719 10,755 5/31/2001 11,930 10,997 6/30/2001 11,624 10,753 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ - -- % of six months ago investments % of investments Exxon Mobil Corp. 5.8% N/A Citigroup, Inc. 4.7% 1.1% JP Morgan Chase & Co. 4.1% N/A Verizon Communications 4.1% N/A Washington Mutual, Inc. 3.6% N/A Federal National Mortgage Assoc. 2.3% 0.5% Chevron Corp. 2.2% 0.3% MBIA, Inc. 2.1% N/A US Bancorp 2.1% N/A Proctor & Gamble Co. 1.8% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------ Large/Mid Cap Russell 1000 MorningStar Value Fund Value Index Peer Group+ ------------- --------------- ----------- YTD** -2.22% -1.25% 2.24% 1 Year 13.66 10.35 16.80 Since Inception (8/31/99) 8.50 4.04 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ - -- % of & of investments investments Financial 30.4% Consumer Cyclical 6.6% Energy 10.6% Health Care 6.2% Technology 9.9% Capitol Equipment 6.1% Utility 9.7% Retail 4.8% Consumer Staple 7.1% Basic Material 4.4% * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Small-company investing entails special risks as outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a 50% weighting of the Large Cap Value category and a 50% weighting of the Mid Cap Value category. 11 Inception: May 1, 1996 Large Mid Cap Value II (formerly Mid Cap Value Fund) Wellington Management Company, LLP D. Chu/L. Gabriel Effective January 1, 2001 Wellington Management Company, LLP assumed management of the Fund. During the second quarter, the John Hancock Large/Mid Cap Value Fund advanced 4.1%, slightly underperforming the Fund's benchmark, the Russell 1000 Value Index, which increased by 4.9%. While growth outperformed value for the quarter, value was the relative winner for the one-year period ending June 30, 2001 as the Russell 1000 Value Index (10%) outperformed the Russell 1000 Growth Index (-36%). The Fund's top-performing sector during the quarter was the financials sector due to strong stock selection. Citigroup posted strong returns as the banking sector benefited from continued rate cuts and a steepening yield curve. Conversely, the health care and utility sectors detracted from performance. Some of the Fund's largest contributors through stock selection were Verizon, which was a strong performer in the telecommunications sector, and AT&T Liberty Media, which rebounded after a favorable tax ruling regarding AT&T's divestiture was announced. We anticipate improving conditions in the second half of this year, setting the stage for a stronger economy in 2002. This recovery will begin as a result of positive fiscal and monetary stimulus and will be fueled by lower than expected inflation, a stronger consumer, and rising corporate profits. In this environment our outlook for large cap value stocks remains favorable. As we begin the second half of the year, we will continue to combine our global industry analysts' "best ideas" from bottom-up stock selection within the large-cap value universe. Going forward, we continue to believe that broad diversification across sectors is a central tenet of the investment strategy. By closely aligning sector weights to the index, sector risk is minimized, while security selection is emphasized as the source of value added for investors. [GRAPH] Historical Fund Return Large Mid Cap Russell Mid Cap Date Value II FUND Value Index ---- ------------- --------------- 5/1/1996 10,000 10,000 5/31/1996 10,000 10,095 6/30/1996 9,850 10,106 9,339 9,625 9,791 10,029 10,261 10,397 10,448 10,671 11,334 11,341 Dec-96 11,336 11,293 11,973 11,648 11,930 11,845 11,584 11,485 11,914 11,774 12,959 12,469 6/30/1997 13,097 12,931 14,335 13,891 14,543 13,728 15,331 14,580 14,682 14,136 14,879 14,613 Dec-97 14,993 15,172 14,889 14,878 15,940 15,872 16,546 16,689 16,441 16,596 15,666 16,207 6/30/1998 15,099 16,259 13,985 15,435 11,524 13,265 11,885 14,038 12,713 14,948 13,014 15,473 Dec-98 13,295 15,943 13,066 15,571 12,708 15,229 12,768 15,447 14,040 16,909 14,195 16,980 6/30/1999 14,758 17,174 14,302 16,745 13,403 16,165 12,771 15,347 12,843 15,800 12,841 15,511 Dec-99 14,029 15,927 13,437 14,974 13,786 14,348 15,210 16,087 14,541 16,152 14,839 16,429 6/30/2000 14,832 15,817 15,688 16,187 16,508 17,179 16,960 17,344 17,160 17,673 16,550 17,444 Dec-00 18,010 18,982 Jan-01 17,975 19,056 Feb-01 17,369 18,527 Mar-01 16,910 17,873 Apr-01 17,767 18,748 May-01 18,100 19,170 6/30/2001 17,640 18,745 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------- % of six months ago investments % of investments Exxon Mobil Corp. 5.7% N/A Citigroup, Inc. 5.1% N/A JP Morgan Chase & Co. 4.0% N/A Washington Mutual, Inc. 4.0% N/A Verizon Communications 3.9% N/A Federal National Mortgage Assoc. 2.3% N/A Chevron Corp. 2.1% N/A US Bancorp 2.1% N/A MBIA, Inc. 2.0% N/A R.J. Reynolds Tobacco Holdings, Inc. 1.8% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------- Large Mid Cap Russell Mid Cap MorningStar Value II Fund Value Index Peer Group+ ------------- --------------- ----------- YTD** -2.06% -1.25% 2.24% 1 Year 18.93 18.51 21.26 3 Years 5.32 4.86 6.03 5 Years 12.36 13.15 11.83 Since Inception (5/1/96) 12.15 10.49 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------- % of % of investments investments Financial 31.0% Consumer Cyclical 7.1% Energy 10.4% Health Care 6.1% Technology 9.7% Capitol Equipment 5.9% Utility 9.0% Retail 4.7% Consumer Staple 7.5% Basic Material 4.3% * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Mid Cap Value investment category. 12 Inception: August 31, 1999 Fundamental Growth Fund Putnam Investments Eric M. Wetlaufer The Fundamental Growth Fund underperformed the Russell Mid Cap Growth Index, returning -21.20% (net) versus -12.97%, respectively, for the six-month period. In the first quarter of 2001, the Fund underperformed due to weak results in technology, as dismal returns in software (Tibco, Webmethods), electronic components (PMC Sierra, Qlogic, Finisar), and semiconductor capital equipment (KLA Tencor, LAM Research) detracted significantly in this vital sector. Health care also hindered performance due to weak holdings in biotech (Immunex) and drug delivery (Inhale Therapeutic, Sepracor). Stronger returns in utilities (Calpine, Mirant), financials (M&T Bank, Investment Technology Group, Ace Limited, XL Capital), and energy (Devon Energy, Murphy Oil, Global Marine, Transocean Sedco Forex) contributed modestly to performance. In the second quarter, ongoing weakness in technology constrained performance, especially in services (Convergys, Symbol Tech) and storage devices (Network Appliance)--despite strong returns in health care (Gilead Sciences, Protein Design Labs, IVAX, Andrx), communications services (Research in Motion, Telephone and Data Systems), and consumer staples (Krispy Kreme). We believe that the current environment of economic uncertainty will continue to pressure rapidly growing, high-quality growth companies. While we do not expect this condition to persist over the long term, we have taken steps to focus on growth companies with a proven track record of growing profits even during unsettled economic times. Going forward, we are overweighting financial services (regional banks, credit cards) that should benefit from Fed rate cuts and energy (energy services, oil/gas producers), which should benefit from higher oil prices. While underweighting the technology and consumer staples sectors, within those areas we will focus on software and services, and restaurants and commercial services, respectively. [GRAPH] Historical Fund Return $10,000 Investment made 8/31/99 (Fund Inception Date) Fundamental Russell Mid Cap Date Growth Fund Growth Index ---- --------------- ------------ 8/31/1999 10,000 10,000 9/30/1999 10,000 9,915 10/31/1999 10,836 10,681 11/30/1999 12,529 11,788 12/31/1999 15,457 13,829 1/31/2000 15,972 13,826 2/29/2000 22,030 16,732 3/31/2000 18,801 16,749 4/30/2000 16,532 15,122 5/31/2000 14,461 14,020 6/30/2000 18,224 15,507 7/31/2000 17,402 14,526 8/31/2000 18,979 16,716 9/30/2000 18,947 15,899 10/31/2000 17,462 14,811 11/30/2000 13,820 11,593 12/31/2000 14,985 12,204 1/31/2001 15,128 12,901 2/28/2001 12,555 10,669 3/31/2001 10,434 9,142 4/30/2001 12,127 10,666 5/31/2001 12,012 10,616 6/30/2001 11,809 10,621 Top Ten Holdings (as of June 30,2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Peregrine Systems, Inc. 3.1% 1.8% Medimmune, Inc. 2.7% 2.5% Harley-Davidson, Inc. 2.4% 1.6% Starbucks Corp. 2.3% 1.7% Ivax Corp. 2.3% 1.6% Qlogic Corp. 2.1% 0.3% Allergan, Inc. 2.0% 3.5% Symbol Technologies, Inc. 2.0% 2.0% PerkinElmer, Inc. 1.8% 2.2% Convergys Corp. 1.8% 1.7% Average Annual Total Returns* - ------------------------------------------------------------------------------ Fundamental Russell Mid Cap/TM/ MorningStar Growth Fund Growth Index Peer Group+ ----------- ------------------- ----------- YTD** -21.20% -12.97% -13.88% 1 Year -35.19 -31.51 -26.53 Since Inception (8/31/99) 9.51 3.34 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ % of % of Investments Investments Technology 30.0% Consumer Cyclical 6.8% Health Care 21.0% Retail 6.1% Energy 10.4% Utility 4.0% Financial 9.9% Consumer Staple 1.4% Capital Equipment 6.9% * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Small-company investing entails special risks as outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Mid Cap Growth investment category. 13 Inception: August 31, 1999 Mid Cap Blend Fund Independence Investment LLC Coreen Kraysler Mid cap stocks were strong during the second quarter, outperforming their larger cap counterparts. The best performing industries were technology, health care and financials, while energy and utility stocks declined. During this period your portfolio slightly underperformed its benchmark due to overweight positions in the poorly performing energy and utility sectors. With the pace of earnings decline appearing to slow, interest in technology stocks was rekindled, sparked by positive comments from Intel. As a result, holdings in Qlogic, Intuit, Brocade Communications and Concord EFS outperformed the market. After a strong showing early in the quarter, we eliminated holdings in Sanmina and Brocade. The news was also positive for financial stocks. Driven by lower interest rates, increased consolidation activity and more clarity on the estate tax issue, life insurance holdings such as Lincoln National were particularly strong. St. Paul increased as property & casualty insurance pricing continued to accelerate, and rebounding technology stocks helped shares of Stillwell Financial, parent of Janus, to recover. Health care stocks were another bright spot in the market. Trigon Healthcare, for example, increased substantially after raising earnings guidance. Laboratory Corp of America added value as investors reacted positively to the company's mix shift toward higher margin products, and King Pharmaceuticals performed well due to strong prescription growth in its hypertension drug. However, biotech names, such as Waters, fell due to decelerating sales momentum. Utility stocks were also punished as Senator Jeffords' stunning shift in allegiance away from the Republican party caused heightened concerns regarding the potential for increased regulation and price caps. As a result, shares in power producers and energy merchants such as Calpine, Reliant and Utilicorp declined sharply. We believe that regulatory fears are overblown and that these stocks are oversold, especially given President Bush's strong support of free markets. [GRAPH] Historical Fund Return $10,000 Investment made 8/31/99 (Fund Inception Date) Date Mid Cap Blend Fund Russell Mid Cap Index ---- ------------------ --------------------- 8/31/1999 10,000 10,000 9/30/1999 9,728 9,648 10/29/1999 10,180 10,105 11/30/1999 10,522 10,396 12/31/1999 11,152 11,311 1/31/2000 10,738 10,937 2/29/2000 11,483 11,778 3/31/2000 12,644 12,453 4/28/2000 12,618 11,864 5/31/2000 12,360 11,549 6/30/2000 12,609 11,891 7/31/2000 12,435 11,758 8/31/2000 13,787 12,884 9/30/2000 13,426 12,701 10/31/2000 13,610 12,506 11/30/2000 12,235 11,380 12/31/2000 13,224 12,246 1/31/2001 13,450 12,444 2/28/2001 12,825 11,686 3/31/2001 12,054 10,961 4/30/2001 13,210 11,898 5/31/2001 13,385 12,120 6/30/2001 13,158 12,006 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Allegheny Energy, Inc. 2.7% N/A UtiliCorp United, Inc. 2.7% N/A Trigon Healthcare, Inc. 2.7% N/A Lexmark International Group, Inc. 2.2% N/A BJ Services Co. 2.1% N/A Lincoln National Corp. 1.8% N/A St. Paul Cos., Inc. 1.7% 0.2% Archer Daniels Midland Co. 1.7% N/A Bed Bath & Beyond, Inc. 1.6% N/A Mirant Corp. 1.5% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------ Mid Cap Russell Mid MorningStar Blend Fund Cap Index Peer Group+ ---------- ----------- ---------- - - YTD** -0.50% -1.96% -2.83% 1 Year 4.35 0.96 -1.37 Since Inception (8/31/99) 16.15 10.49 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ % of % of investments investments Technology 17.1% Energy 9.1% Financial 16.3% Retail 6.9% Consumer Cyclical 11.0% Basic Material 6.4% Utility 9.8% Capital Equipment 6.2% Health Care 9.2% Consumer Staple 4.2% * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Small-company investing entails special risks as outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Mid Cap Blend investment category. 14 Inception: May 1, 1996 Mid Cap Growth Fund Janus James Goff The U.S. economy slowed substantially during the first half of 2001, sending stocks lower after a year of lackluster performance. A sudden decrease in capital investment after years of strong growth--particularly for high- technology equipment--caused a sharp correction in some of the market's most notable companies. Although a series of six interest rate cuts by the Federal Reserve allowed markets to strengthen toward the end of the period, disappointing earnings across the spectrum of companies proved too powerful, and most major growth indices finished the period lower. The Portfolio also gave ground against this difficult backdrop, and we underperformed our benchmark, the Russell MidCap Growth Index. Our technology and telecommunications positions, including Exodus Communications, Metromedia Fiber and McLeod USA, declined as investors avoided firms with any degree of exposure to the sectors hardest hit by the slowdown. We responded by sharpening our focus within these areas to include mainly those companies that can produce stable, recurring revenue; who are the beneficiaries of strong, secular growth trends; and whose business models are predicated on creating efficiencies for the customers they serve. Meanwhile, several fast-growing firms defied the difficult environment to trade higher, including TMP Worldwide, which extended its lead over other Web- based job search firms during the period. The company continued to set new records for site traffic and announced in June that it now had more than 11 million resumes in its database, while the average number of "hits" at its flagship Monster.com job search site surpassed 860,000 per day. Other standouts included cellular operator Western Wireless and biotech company Andrx, both of which overcame a weakening economy to finish higher. While we have been encouraged by the recent performance of some of our more growth-oriented positions, significant economic uncertainty remains, and market volatility seems likely to persist. Regardless, we will continue to rely on our top-notch research to produce long-term results for our shareholders. [GRAPH] Historical Fund Return $10,000 Investment made 5/1/96 (Fund Inception Date) Date Mid Cap Growth Fund Russell Mid Cap Growth Index ---- ------------------- ---------------------------- 5/1/1996 10,000 10,000 5/31/1996 10,252 10,204 6/30/1996 10,020 9,896 7/31/1996 9,186 9,128 8/31/1996 9,881 9,622 9/30/1996 10,473 10,233 10/31/1996 10,325 10,113 11/30/1996 10,408 10,709 12/31/1996 10,269 10,529 1/31/1997 9,994 10,994 2/28/1997 9,827 10,752 3/31/1997 9,079 10,145 4/30/1997 9,186 10,393 5/31/1997 10,176 11,325 6/30/1997 10,693 11,638 7/31/1997 10,907 12,752 8/31/1997 10,950 12,627 9/30/1997 11,734 13,266 10/31/1997 11,371 12,601 11/30/1997 11,547 12,734 12/31/1997 11,980 12,900 1/31/1998 11,743 12,668 2/28/1998 12,728 13,859 3/31/1998 13,429 14,440 4/30/1998 13,656 14,636 5/31/1998 13,098 14,035 6/30/1998 14,211 14,432 7/31/1998 14,045 13,814 8/31/1998 11,448 11,177 9/30/1998 12,370 12,022 10/31/1998 13,332 12,907 11/30/1998 14,295 13,777 12/31/1998 16,660 15,204 1/31/1999 17,539 15,660 2/28/1999 16,892 14,894 3/31/1999 19,064 15,724 4/30/1999 20,313 16,441 5/31/1999 20,063 16,229 6/30/1999 21,164 17,362 7/31/1999 20,863 16,810 8/31/1999 21,977 16,635 9/30/1999 22,828 16,493 10/31/1999 26,427 17,768 11/30/1999 29,295 19,609 12/31/1999 36,370 23,003 1/31/2000 37,510 22,999 2/29/2000 44,729 27,833 3/31/2000 37,380 27,861 4/30/2000 32,525 25,156 5/31/2000 30,325 23,322 6/30/2000 34,862 25,796 7/31/2000 32,535 24,163 8/31/2000 36,543 27,807 9/30/2000 32,968 26,447 10/31/2000 30,025 24,638 11/30/2000 21,906 19,284 12/31/2000 23,328 20,301 1/31/2001 24,488 21,460 2/28/2001 18,721 17,747 3/31/2001 15,606 15,208 4/30/2001 18,495 17,743 5/31/2001 18,248 17,659 6/30/2001 14,552 17,668 Top Ten holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ - - % of six months ago investments % of investments Western Wireless Corp. 3.2% 4.6% Walgreen Co. 1.2% N/A Vitesse Semiconductor Corp. 1.9% 4.5% Valero Energy Corp. 0.9% N/A University of Phoenix Online 1.7% N/A Universal Compression Holdings 1.2% N/A TriQuint Semiconductor, Inc. 1.1% 3.0% TMP Worldwide, Inc. 3.2% 4.2% Sonus Networks, Inc. 2.3% N/A Sepracor, Inc. 1.9% 2.7% Average Annual Total Returns* - ------------------------------------------------------------------------------ - - Mid Cap Russell Mid Cap MorningStar Growth Fund Growth(TM) Index Peer Group+ ------------ ---------------- ---------- - - YTD** -24.99% -12.97% -13.88% 1 Year -49.81 -31.51 -26.53 3 Years 7.18 6.98 7.76 5 Years 11.80 12.29 11.09 Since Inception (5/1/96) 11.44 11.65 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ % of % of investments investments Technology 27.6% Financial 6.1% Health Care 26.9% Utility 2.8% Capital Equipment 13.6% Retail 2.6% Energy 10.0% Transportation 2.5% Consumer Cyclical 11.0% * Total returns are for the period ended June 30, 2001. Returns represents past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the MorningStar variable universe having a Mid Cap Growth investment category. 15 Inception: August 31, 1999 Small Cap Value Fund (formerly Small/Mid Cap Value Fund) T. Rowe Price Associates, Inc. Preston G. Atney Effective January 1, 2001, T. Rowe Price Associates, Inc. has assumed management of the Fund. The broad stock market declined in the first half of 2001, but small-cap value stocks continued to shine. Although small-cap growth stocks performed slightly better than small-cap value stocks in the second quarter, both generated positive returns. Your fund's 18.25% six-month return, outperformed the benchmark Russell 2000 Value Index's 12.72% advance. The Federal Reserve cut interest rates six times during the six-month period, but the last move (in late June) was just a quarter point. The Fed's five prior reductions in the federal funds target rate, beginning January 3, had been in half-point increments. Economic news, including GDP growth, employment data, and consumer confidence, continued to worsen during the period. The portfolio's 10 largest stocks generated a mixed performance but were mostly positive. Brown and Brown, the fund's largest individual holding (3.7% of assets), climbed 20% over the last six months. Woodward Governor climbed 87%, and Bone Care International advanced 53%. The largest detractors among our 10 top stocks were XTO Energy, down 22%, and Insituform Technologies, off 9%. We are 96% invested in equities and our three largest sector commitments, building and real estate, business services, and insurance, account for almost one-fourth of assets. Small-cap stocks tend to provide better returns than large-caps as the economy emerges from a recessionary period. That's in part because as investor confidence recovers it leads to a willingness to take on the greater risk associated with small-cap stock investments. Note: the U.S. economy has not experienced two consecutive quarters of declining GDP, the technical definition of a recession, but many recession-like conditions exist today. We are pleased to see that the stock market has rediscovered that valuation does matter. We will continue to employ our fundamentals-driven bottom-up stock selection process and remain bullish on the environment for small-cap value stock investing. [GRAPH] Historical Fund Return $10,000 Investment made 8/31/99 (Fund Inception Date) Date Small Cap Value Fund Russell 2500 Value Index ---- -------------------- ------------------------ 8/31/1999 10,000 10,000 9/30/1999 9,559 9,685 10/31/1999 9,441 9,695 11/30/1999 9,941 9,748 12/31/1999 10,507 10,080 1/31/2000 9,755 9,661 2/29/2000 9,774 9,828 3/31/2000 11,917 10,552 4/30/2000 12,264 10,547 5/31/2000 12,274 10,528 6/30/2000 12,413 10,488 7/31/2000 12,367 10,716 8/31/2000 13,855 11,277 9/30/2000 13,470 11,210 10/31/2000 13,913 11,203 11/30/2000 12,934 11,061 12/31/2000 14,100 12,176 1/31/2001 14,698 12,512 2/28/2001 14,806 12,494 3/31/2001 14,643 12,294 4/30/2001 16,012 12,864 5/31/2001 16,429 13,194 6/30/2001 16,673 13,725 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Brown & Brown 3.9% N/A Insituform Technologies, Inc. 3.3% N/A XTO Energy, Inc. 2.2% N/A Ruby Tuesday, Inc. 2.2% N/A Electro Rent Corp. 2.1% N/A Matthews International Corp. 2.0% N/A Woodward Governor Company 1.8% N/A Bone Care International, Inc. 1.8% N/A Texas Regional Bancshares, Inc. 1.8% N/A Triad Guaranty, Inc. 1.7% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------ Small Cap Russell 2500 MorningStar Value Fund Value Index Peer Group+ ---------- ------------ ----------- YTD** 18.25% 12.72% 13.35% 1 Year 34.32 30.86 29.10 Since Inception (8/31/99) 32.17 18.85 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ % of % of investments investments Financial 28.7% Technology 7.9% Capital Equipment 18.7% Basic Material 4.1% Energy 12.9% Health Care 4.0% Consumer Cyclical 8.6% Utility 3.8% Retail 8.0% Transportation 2.4% * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Small- company investing entails special risks as outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a 50% weighting of the Mid Cap Value investment category and a 50% weighting of the Small Cap Value category prior to 1/01; and Small Cap Value investment style. 16 Inception: May 1, 1998 Small/Mid Cap CORESM Fund Goldman Sachs Asset Management Jones/Brown/Pinter During the second quarter of 2001 the Small/Mid Cap CORE Fund (the "Fund") generated a total cumulative return of 12.20%, versus the 13.70% total cumulative return of the Fund's benchmark, the Russell 2500 Index (the "Index"). The Fund's strategy is a well-defined investment process that has historically provided consistent, risk-managed performance. The diversification of our models typically adds value because, when one theme doesn't work, others usually do. For example, when Momentum stocks underperform, Value stocks typically advance more than average. Of the CORE themes, Momentum recovered after a very difficult first quarter to drive positive performance in the second quarter. The theme benefited from the market's more typical patterns of behavior, following a spate of panic selling and frenzied buying that characterized the end of 2000 and beginning of 2001. Value was a positive contributor overall, its fourth positive quarter in a row. Profitability also boosted results for the second consecutive quarter, while Earnings Quality and Research were down for the period. Looking ahead, we continue to believe that cheaper stocks should outpace more expensive ones and good momentum stocks should do better than poor momentum stocks. We also expect companies that are favored by fundamental research analysts and that have strong profit margins and sustainable earnings to outperform their peers. As such, we anticipate remaining fully invested and expect that the value we add over time will be due to stock selection, as opposed to sector or size allocations. Footnotes Total return figures represent past performance and do not indicate future results which will vary. The Fund's performance reflects the reinvestment of dividends and distributions. The Russell 2500 Index is unmanaged and does not include any fees or expenses. Stocks of smaller companies are often more volatile and present greater risks than stocks of larger companies. At times the Fund may be unable to sell the securities it holds without a substantial drop in price, if at all. CORESM is a service mark of Goldman, Sachs & Co. Performance returns for the VST Small/Mid Cap CORE Fund (the "Fund") are estimated and supplied as a client accommodation for internal use only within John Hancock Funds Group. The Fund is subadvised/managed by Goldman Sachs Asset Management ("GSAM"). As a subadviser, we do not normally perform administration functions, such as performance calculations. The NAV's, distributions and expense ratios (which are calculated by the custodian--State Street Bank) used to calculate total returns have not been independently validated and approved by GSAM. (Fund investment information on next page.) 17 Inception: May 1, 1998 Small/Mid Cap CORESM Fund Goldman Sachs Asset Management Jones/Brown/Pinter [GRAPH] Historical Fund Return $10,000 Investments made 5/1/98 (Fund Inception Date) Date Small/Mid Cap Core (SM) Fund Russell 2500 Index ---- ---------------------------- ------------------ 5/1/1998 10,000 10,000 5/31/1998 9,577 9,536 6/30/1998 9,721 9,547 7/31/1998 9,040 8,892 8/31/1998 7,377 7,215 9/30/1998 7,776 7,727 10/31/1998 7,960 8,149 11/30/1998 8,422 8,553 12/31/1998 9,019 9,071 1/31/1999 8,940 9,056 2/28/1999 8,305 8,461 3/31/1999 8,438 8,642 4/30/1999 9,172 9,415 5/31/1999 9,251 9,561 6/30/1999 9,810 10,058 7/31/1999 9,686 9,861 8/31/1999 9,347 9,553 9/30/1999 9,224 9,410 10/31/1999 9,430 9,616 11/30/1999 9,887 10,160 12/31/1999 10,871 11,262 1/31/2000 10,456 11,003 2/29/2000 11,807 12,592 3/31/2000 11,700 12,399 4/30/2000 11,257 11,732 5/31/2000 10,720 11,169 6/30/2000 11,414 11,903 7/31/2000 11,267 11,599 8/31/2000 12,208 12,598 9/30/2000 11,766 12,189 10/31/2000 11,467 11,855 11/30/2000 10,396 10,811 12/31/2000 11,375 11,742 1/31/2001 11,642 12,129 2/28/2001 10,940 11,347 3/31/2001 10,296 10,724 4/30/2001 11,153 11,671 5/31/2001 11,433 12,023 6/30/2001 11,546 12,193 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Affiliated Computer Services, Inc. 0.9% 0.1% International Game Technology 0.9% N/A Countrywide Credit Industries, Inc. 0.9% N/A UtilCorp United, Inc. 0.8% 0.1% Nationwide Financial Services 0.8% N/A John Naveen Co. 0.8% 0.1% Toro Co. 0.8% N/A PPL Corp. 0.7% N/A Bancwest Corp. 0.7% N/A NVR, Inc. 0.7% 0.1% Average Annual Total Returns* - ------------------------------------------------------------------------------ Small/Mid Cap Russell 2500 MorningStar Core(SM) Fund Index Peer Group+ ------------- ------------ ----------- YTD** 1.51% 3.84% 1.25% 1 Year 1.16 2.44 1.02 3 Years 5.90 8.50 6.40 Since Inception (5/1/98) 4.65 6.46 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ % of % of investments investments Financial 23.5% Energy 5.8% Technology 16.4% Basic Material 5.4% Capital Equipment 12.9% Utility 5.1% Health Care 11.4% Consumer Staples 3.4% Consumer Cyclical 11.0% Retail 3.3% * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Small-company investing entails special risks as outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for the sub- accounts of all variable annuity and life products within the Morningstar variable universe. The peer group represents a 50% weighting of the Mid Cap Blend category and a 50% weighting of the Small Cap Blend style for periods since May 1999. 18 Inception: May 1, 1994 Small/Mid Cap Growth Fund Wellington Management Company, LLP J. Harrington/F. Boggan During the quarter, the Fund increased by 14.1% compared to a 21.3% return of the Russell 2500 Growth Index. For the one-year period ended June 30, 2001, the Fund gained 2.41%, considerably ahead of the -23.98% return of the Russell 2500 Growth Index. The Fund benefited from its underweight position in the financials area. We typically underweight the utilities sector versus our benchmark, since we typically cannot find companies with the minimal growth metrics that we require in the Fund. This underweight contributed to our relative performance, as utilities were an underperforming sector. Strong positive performances in the health care and technology sectors also contributed to performance. On a stock selection basis, we underperformed the index in the technology area, as it was the more aggressive names that advanced the most in the quarter. We continue to focus the Fund on the more consistent, predictable growers in the technology area, and those companies underperformed for the quarter. Some of the recent stock successes include United Rentals Inc, which was the top performing stock in the industrial and commercial sector, Edward Lifesciences which is a leader in global marketing research and analysis for the healthcare industry, and Nova Corp, which was the strongest contributor to performance in the information technology sector. The U.S. stock market continued to struggle during the quarter. Yet aggressive Federal Reserve easing, a tax cut, and declining energy prices appear to be having a positive impact. We believe that by year-end, there should be signs of improved economic conditions that should lead to better performance by the U.S. equity markets. As economic growth picks up and the various fiscal and monetary actions begin to have their intended effect, we are confident that the Fund is well-positioned to benefit in the upcoming environment. [GRAPH] Historical Fund Return $10,000 Investment made 5/1/94 (Fund Inception Date) Date Small/Mid-Cap Growth Small/Mid Cap Fund Growth Benchmark (1) ---- -------------------- -------------------- 5/1/1994 10,000 10,000 5/31/1994 10,019 10,015 6/30/1994 10,043 9,584 7/31/1994 10,066 9,850 8/31/1994 10,359 10,437 9/30/1994 10,094 10,265 10/31/1994 10,263 10,442 11/30/1994 9,992 9,982 12/31/1994 10,056 10,122 1/31/1995 9,934 10,243 2/28/1995 10,283 10,788 3/31/1995 10,798 11,216 4/30/1995 11,069 11,310 5/31/1995 11,087 11,589 6/30/1995 11,652 12,116 7/31/1995 12,564 12,878 8/31/1995 12,807 13,020 9/30/1995 12,807 13,310 10/31/1995 12,807 12,973 11/30/1995 13,635 13,553 12/31/1995 14,166 13,560 1/31/1996 14,661 13,800 2/29/1996 15,139 14,322 3/31/1996 15,478 14,435 4/30/1996 16,589 15,132 5/31/1996 17,049 15,441 6/30/1996 16,824 14,974 7/31/1996 15,143 13,812 8/31/1996 16,043 14,560 9/30/1996 17,003 15,484 10/31/1996 17,537 15,303 11/30/1996 18,068 16,204 12/31/1996 18,463 15,932 1/31/1997 18,489 16,636 2/28/1997 17,431 16,270 3/31/1997 16,396 15,351 4/30/1997 15,920 15,727 5/31/1997 17,082 17,136 6/30/1997 17,316 17,611 7/31/1997 18,679 19,296 8/31/1997 18,325 19,107 9/30/1997 19,712 20,074 10/31/1997 19,294 19,068 11/30/1997 18,845 19,268 12/31/1997 19,112 19,521 1/31/1998 18,774 19,169 2/28/1998 20,391 20,971 3/31/1998 21,403 21,850 4/30/1998 21,343 22,147 5/31/1998 20,372 21,237 6/30/1998 21,141 21,838 7/31/1998 19,979 20,903 8/31/1998 15,789 16,913 9/30/1998 16,600 18,192 10/31/1998 17,496 19,530 11/30/1998 18,251 20,847 12/31/1998 20,184 23,007 1/31/1999 20,333 23,697 2/28/1999 18,823 22,538 3/31/1999 20,070 23,793 4/30/1999 21,189 24,878 5/31/1999 21,364 25,135 6/30/1999 22,270 26,912 7/31/1999 21,743 26,363 8/31/1999 20,061 25,793 9/30/1999 19,419 25,979 10/31/1999 19,524 27,244 11/30/1999 19,720 30,461 12/31/1999 21,223 36,207 1/31/2000 20,478 36,004 2/29/2000 21,023 45,239 3/31/2000 22,727 41,687 4/30/2000 22,109 37,627 5/31/2000 21,679 34,278 6/30/2000 23,039 38,810 7/31/2000 22,862 35,628 8/31/2000 24,845 40,270 9/30/2000 24,232 37,664 10/31/2000 24,015 35,337 11/30/2000 21,835 28,601 12/31/2000 23,186 30,375 1/31/2001 24,182 32,343 2/28/2001 22,531 27,353 3/31/2001 20,679 24,327 4/30/2001 22,819 28,035 5/31/2001 23,182 28,848 6/30/2001 23,593 29,503 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Edwards Lifesciences Corp. 2.8% N/A Trigon Healthcare, Inc. 2.5% N/A Reinsurance Group of America 2.2% 2.4% Legg Mason, Inc. 2.2% N/A Legg Mason, Inc. 2.2% N/A Investment Technology Group, Inc. 2.2% 0.6% Herman Miller, Inc. 2.1% 2.0% Health Management Associates, Inc. 2.1% N/A Becton, Dickinson & Co. 2.1% N/A Pepsi Bottling Group, Inc. 2.0% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------ Small/Mid Small/Mid Cap MorningStar Cap Growth Fund Growth Benchmark (1) Peer Group+ --------------- -------------------- ----------- YTD** 1.76% -2.87% -10.42 1 Year 2.41 -23.98 -24.64 3 Years 3.73 10.55 10.94 5 Years 7.00 14.53 13.21 Since Inception (5/1/94) 12.17 16.30 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ % of % of investments investments Technology 27.3% Energy 6.8% Health Care 21.7% Capital Equipment 5.8% Financial 12.1% Utility 2.7% Retail 8.6% Basic Material 2.3% Consumer Cyclical 8.5% Consumer Staple 2.0% (1) The Small/Mid Cap Growth Fund benchmark is the Russell Mid Cap Growth Index from May 1994 to April 1999 and the Russell 2500 Growth Index May 1999-present. * Total returns are for the period ended June 30, 2001 returns represent past performance, assume reinvestment of all distributions, and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate that shares, when redeemed, may be worth more or less than their original cost. Small company investing entails special risks as discussed in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for the sub- accounts of all variable annuity and life products within the Morningstar variable universe having a Mid Cap Growth and a Small- Cap Growth investment style. The peer group represents a 50% weighting of the Mid Cap Growth category and a 50% weighting of the Small Cap Growth category. Prior to May 1999, the peer group represents the Mid Cap Growth investment category. 19 Inception: May 1, 1996 Small Cap Equity Fund Capital Guardian Trust Company Management Team For the quarter ended June 30, 2001, the VST Small Cap Equity Fund returned 17.65%, beating the Russell 2000 Index, which returned 14.41% Given the portfolio's overweight in technology, the April bounceback was helpful to returns, and we were able to trim some positions on strength. Stock selection, especially in the areas of media, software, biotechnology, and Internet, also contributed. As the market has become more discriminating we have pared back the list of portfolio holdings significantly, concentrating on higher conviction names within each sector with a focus on market-leading companies attractively valued within the context of their industries. The upcoming tax refunds and the Federal Reserve's easy monetary policy should provide the U.S. economy with a shot in the arm, though timing a recovery will be hard to call. Lower interest rates and increased liquidity should benefit small-cap stocks as well as large caps, and relatively low valuations should also help small-cap stocks to hold up. With recent economic news still indicating some weakness, however, we may have opportunities to purchase cyclical stocks at lower prices in the near future. With the Russell 2000 Index rebalancing effective as of July 2, the technology sector will increase from 10.3% to 15.8%, and we may see heightened volatility in the index. [GRAPH] Historical Fund Return $10,000 Investment made 5/1/96 (Fund Inception Date) Date Small Cap Equity Fund Small Cap Equity Benchmark(1) ---- --------------------- ----------------------------- 5/1/1996 10,000 10,000 5/31/1996 10,232 10,324 6/30/1996 10,126 10,051 7/31/1996 9,630 9,346 8/31/1996 10,161 9,820 9/30/1996 10,450 10,146 10/31/1996 10,340 10,126 11/30/1996 10,678 10,607 12/31/1996 11,033 10,918 1/31/1997 11,115 11,111 2/28/1997 10,927 11,029 3/31/1997 10,594 10,621 4/30/1997 10,831 10,714 5/31/1997 11,818 11,736 6/30/1997 12,513 12,284 7/31/1997 13,256 12,828 8/31/1997 13,389 13,077 9/30/1997 14,242 13,989 10/31/1997 13,761 13,491 11/30/1997 13,863 13,521 12/31/1997 13,863 13,869 1/31/1998 13,521 13,634 2/28/1998 14,533 14,550 3/31/1998 15,138 15,146 4/30/1998 15,222 15,224 5/31/1998 14,459 14,545 6/30/1998 14,458 14,519 7/31/1998 13,270 13,363 8/31/1998 10,902 11,019 9/30/1998 11,414 11,762 10/31/1998 11,733 12,176 11/30/1998 12,320 12,660 12/31/1998 13,037 13,250 1/31/1999 12,716 13,187 2/28/1999 11,876 12,204 3/31/1999 11,826 12,249 4/30/1999 12,619 13,356 5/31/1999 12,798 13,659 6/30/1999 13,630 14,215 7/31/1999 13,444 13,851 8/31/1999 12,849 13,341 9/30/1999 12,620 13,075 10/31/1999 12,366 12,813 11/30/1999 12,267 12,880 12/31/1999 12,590 13,275 1/31/2000 11,854 12,927 2/29/2000 12,345 13,717 3/31/2000 12,574 13,782 4/30/2000 12,787 13,863 5/31/2000 12,670 13,651 6/30/2000 12,740 14,049 7/31/2000 13,003 14,517 8/31/2000 13,762 15,166 9/30/2000 13,774 15,080 10/31/2000 13,768 15,026 11/30/2000 10,732 13,484 12/31/2000 11,470 14,642 1/31/2001 13,023 15,405 2/28/2001 11,056 14,394 3/31/2001 10,142 13,691 4/30/2001 11,316 14,761 5/31/2001 11,655 15,124 6/30/2001 11,932 15,646 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Polaris Industries Inc. 1.8% N/A Everest ReGroup, Ltd. 1.7% N/A LTX Corp. 1.4% N/A Dollar Tree Stores, Inc. 1.4% N/A Advanced Energy Industries, Inc. 1.3% N/A Electro Scientific Industries, Inc. 1.3% N/A EMCORE Corp. 1.3% N/A Werner Enterprises, Inc. 1.2% 0.2% Pentair, Inc. 1.2% N/A American Capital Strategies, Ltd. 1.1% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------ Small Cap Small Cap Equity MorningStar Equity Fund Benchmark (1) Peer Group+ ----------- ---------------- ----------- YTD** 4.02% 6.86% 5.33% 1 Year -6.34 11.36 10.39 3 Years -6.20 2.52 4.57 5 Years 3.34 9.25 9.75 Since Inception (5/1/96) 3.48 9.05 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ % of % of investments investments Technology 29.2% Retail 5.1% Consumer Cyclical 17.8% Consumer Staple 3.5% Financial 12.6% Transportation 3.2% Health Care 11.4% Energy 2.2% Capital Equipment 11.2% Basic Material 2.2% (1) The Small Cap Equity Benchmark is 50% Russell 2000 and 50% Russell 2000 Value Index, May 1996 thru August 1999, the Russell 2000 Value, September 1999 thru October 2000, and the Russell 2000 Index October 2000 to present. * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future". Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Small-company investing entails special risks as outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for the sub- accounts of all variable annuity and life products within the Morningstar variable universe having a Small Cap Blend investment category. Prior to November 2000, the peer group represents the Small Cap Value investment category. 20 Inception: May 1, 1996 Small Cap Growth Fund John Hancock Advisers, Inc. Bernice Behar For the second quarter, the Small Cap Growth Variable Series Trust portfolio returned 16.25% (net) while the Russell 2000 Growth Index gained 18.12%. Several areas of the portfolio that helped performance include retailers, healthcare services, and radio broadcasters. Consumer companies benefited from a perception that lower interest rates would help the earnings of these companies later this year. In health care, our emphasis on services continued to contribute to performance. We favor the services segment for its reliable earnings growth in this uncertain environment. Alternatively, areas that detracted from performance include biotechnology and energy. Our lack of exposure to biotechnology stocks hurt performance as this group advanced sharply over the quarter. In addition, our relative overweighting in energy was detrimental to performance as supplies of crude oil and natural gas swelled unexpectedly in the latter half of the quarter, slowing exploration and causing commodity prices to decline. However, we expect demand for energy products to increase during the summer months and look for the supply bulge to work itself out. Aggressive easing of interest rates by the Fed has made us more optimistic about the long-term prospects for the economy and the stock market. While we expect to see volatility among growth stocks this summer, we are optimistic that economic growth will pick up by year-end. However, the jury is still out on when the technology and telecommunications sectors will make a meaningful recovery. We are currently watching companies within these areas for some stabilization in order patterns. When we see such stabilization, we will be reasonably confident that the inventory glut here has run its course. Until then, we are inclined to adopt a slightly less defensive position than in the recent past, increasing the portfolio's technology and telecommunications exposure on a very selective basis. [GRAPH] Historical Fund Return $10,000 Investment made 5/1/96 (Fund Inception Date) Date Small Cap Growth Fund Russell 2000 Growth Index ---- --------------------- ------------------------- 5/01/1996 10,000 10,000 10,599 10,513 10,294 9,830 9,480 8,629 10,298 9,268 11,151 9,745 10,170 9,325 9,976 9,585 Dec-96 9,950 9,771 10,302 10,016 9,638 9,411 8,962 8,746 8,763 8,645 9,781 9,944 10,514 10,281 11,205 10,808 11,571 11,132 12,817 12,020 11,834 11,298 11,387 11,029 Dec-97 11,370 11,036 11,170 10,889 12,062 11,850 12,788 12,348 12,730 12,423 11,856 11,521 12,366 11,639 11,537 10,667 8,966 8,205 9,701 9,037 10,230 9,509 11,424 10,247 Dec-98 13,017 11,174 13,456 11,677 12,384 10,609 13,341 10,986 13,873 11,956 13,626 11,975 14,903 12,606 15,022 12,217 14,920 11,760 15,236 11,987 16,337 12,294 18,479 13,593 Dec-99 22,179 15,988 21,633 15,840 27,928 19,526 25,551 17,474 21,939 15,709 19,338 14,333 23,398 16,184 21,153 14,797 23,673 16,354 22,478 15,541 20,010 14,279 16,003 11,686 Dec-00 17,425 12,401 17,633 13,405 15,433 11,567 13,803 10,515 15,699 11,803 15,756 12,076 6/30/2001 16,043 12,406 Top Ten Holding (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Corporate Executive Board Co. 1.4% 0.7% Microsemi Corp. 1.4% N/A Renal Care Group, Inc. 1.3% N/A Education Management Corp. 1.3% N/A Accredo Health, Inc. 1.2% N/A NPS Pharmaceuticals, Inc. 1.2% N/A Tweeter Home Entertainment Group, Inc. 1.2% N/A Radio One, Inc. 1.2% 0.7% Wilson Greatbatch Technologies, Inc. 1.2% N/A Columbia Sportswear Co. 1.2% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------ Small Cap Russell 2000(R) MorningStar Growth Fund Growth Index Peer Group+ ----------- --------------- ----------- YTD** -7.94% 0.04% -6.95% 1 Year -31.44 -23.35 -22.74% 3 Years 9.06 2.15 10.66 5 Years 9.28 4.77 9.78 Since Inception (5/1/96) 9.58 4.26 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ % of % of Investments Investments Technology 23.8% Energy 10.7% Health Care 15.1% Capital Equipment 6.3% Financial 13.9% Consumer Staple 2.6% Consumer Cyclical 13.4% Utility 1.6% Retail 11.8% Transportation 0.7% * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future. "Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Small- company investing entails special risks as outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for the sub- accounts of all variable annuity and life products within the Morningstar variable universe having a Small Growth investment category. 21 Inception: May 2, 1988 International Equity Index Fund Independence Investment LLC B. Greenleaf/D. Nolan During the second quarter of 2001, the International Equity Index Fund returned -0.02%, outperforming its custom blended benchmark return of -0.98% by 96 basis points. Fifty-four basis points of the outperformance came from the month of April, leaving 18 basis points outperformance in May and 24 basis points in June. Forty-six basis points of the outperformance during this quarter were attributable to exchange rate differences between those used by the fund administrator and those stated by the MSCI Index. The most noticeable rate differences came from the Japanese yen, the British pound and the Euro. Country selection was a slight negative contributor to performance, however stock selection was a strong positive contributor. Ireland was the largest negative contributor while Taiwan was the largest positive contributor to country selection attribution. Ireland climbed 10.72% during the second quarter of 2001 and the Fund held a slight underweight to the 90% EAFE GDP and 10% MSCI Emerging Markets Free Index custom benchmark. On the other hand, Taiwan returned -15.98% during the second quarter and the Fund held an underweight to the custom blended benchmark, therefore Taiwan was a positive attributor to country selection. Stock selection attribution was very strong, especially in Japan and Italy. Japan's Mizuho Holdings and Mitsubishi Tokyo Financing along with Italy's Banca di Roma were among the best contributors. Contribution to performance from industry-specific categories was fairly flat, the largest positive contributor was that of leisure and tourism while the largest negative contributor was business and public services. Annually on July 1st, Morgan Stanley rebalances its EAFE GDP Index to reflect the latest calendar year GDP value for each country. As a result of these changes, at the beginning of the third quarter, we will rebalance your Fund back to 90% EAFE GDP and 10% Morgan Stanley Emerging Markets Free Index weights. Currently, the Fund owns 754 securities that represent exposure to thirty-seven equity markets. The Custom Benchmark holds 1665 securities. [GRAPH] Historical Fund Return $10,000 Investment made 7/1/91 (10-Year Period) International International Equity Equity Index Date Index Fund Benchmark(1) ---- ------------- ------------- 7/1/1991 10,000 10,000 7/31/1991 10,497 10,494 8/31/1991 10,601 10,283 9/30/1991 10,685 10,865 10/31/1991 10,868 11,022 11/30/1991 10,623 10,510 12/31/1991 11,638 11,056 1/31/1992 11,609 10,822 2/29/1992 11,588 10,438 3/31/1992 11,057 9,752 4/30/1992 11,026 9,801 5/31/1992 11,338 10,461 6/30/1992 11,123 9,968 7/31/1992 11,059 9,716 8/31/1992 10,937 10,329 9/30/1992 10,898 10,129 10/31/1992 10,840 9,600 11/30/1992 11,294 9,693 12/31/1992 11,446 9,746 1/31/1993 11,515 9,748 2/28/1993 11,457 10,046 3/31/1993 11,837 10,925 4/30/1993 11,910 11,965 5/31/1993 12,515 12,221 6/30/1993 12,405 12,032 7/31/1993 12,624 12,456 8/31/1993 13,331 13,131 9/30/1993 13,505 12,838 10/31/1993 14,375 13,236 11/30/1993 13,838 12,082 12/31/1993 15,143 12,957 1/31/1994 15,247 14,055 2/28/1994 15,069 14,019 3/31/1994 14,284 13,418 4/30/1994 14,552 13,990 5/31/1994 14,723 13,913 6/30/1994 14,344 14,114 7/31/1994 14,674 14,252 8/31/1994 15,352 14,593 9/30/1994 15,033 14,136 10/31/1994 15,334 14,610 11/30/1994 14,331 13,911 12/31/1994 14,195 14,002 1/31/1995 13,402 13,467 2/28/1995 13,631 13,432 3/31/1995 14,126 14,274 4/30/1995 14,551 14,815 5/31/1995 14,849 14,642 6/30/1995 14,706 14,388 7/31/1995 15,523 15,288 8/31/1995 15,082 14,708 9/30/1995 15,296 14,999 10/31/1995 15,030 14,600 11/30/1995 15,100 15,011 12/31/1995 15,333 15,619 1/31/1996 15,575 15,686 2/29/1996 15,751 15,742 3/31/1996 15,902 16,081 4/30/1996 16,491 16,552 5/31/1996 16,323 16,251 6/30/1996 16,360 16,347 7/31/1996 15,666 15,872 8/31/1996 15,789 15,911 9/30/1996 16,084 16,337 10/31/1996 15,984 16,174 11/30/1996 16,699 16,821 12/31/1996 16,742 16,609 1/31/1997 16,453 16,031 2/28/1997 16,514 16,297 3/31/1997 16,207 16,360 4/30/1997 16,322 16,450 5/31/1997 17,697 17,524 6/30/1997 18,614 18,495 7/31/1997 19,199 18,799 8/31/1997 17,107 17,398 9/30/1997 18,344 18,376 10/31/1997 15,858 16,968 11/30/1997 15,853 16,799 12/31/1997 15,902 16,950 1/31/1998 15,913 17,730 2/28/1998 17,135 18,871 3/31/1998 17,830 19,456 4/30/1998 18,306 19,614 5/31/1998 18,415 19,896 6/30/1998 18,639 20,087 7/31/1998 18,790 20,355 8/31/1998 16,400 17,678 9/30/1998 15,890 17,190 10/31/1998 17,610 19,108 11/30/1998 18,463 20,104 12/31/1998 19,212 20,918 1/31/1999 19,255 20,945 2/28/1999 18,603 20,292 3/31/1999 19,578 21,365 4/30/1999 20,328 22,228 5/31/1999 19,343 21,068 6/30/1999 20,340 22,132 7/31/1999 20,818 22,683 8/31/1999 21,008 22,842 9/30/1999 21,156 23,123 10/31/1999 21,865 23,893 11/30/1999 22,830 24,882 12/31/1999 25,143 27,378 1/31/2000 23,668 26,036 2/29/2000 24,474 26,940 3/31/2000 25,134 27,678 4/30/2000 23,519 25,893 5/31/2000 23,065 25,271 6/30/2000 23,875 26,355 7/31/2000 22,741 25,032 8/31/2000 22,960 25,298 9/30/2000 21,848 24,023 10/31/2000 21,127 23,235 11/30/2000 20,208 22,198 12/31/2000 20,764 22,744 1/31/2001 21,181 23,247 2/28/2001 19,711 21,666 3/31/2001 18,334 20,204 4/30/2001 19,590 21,509 5/31/2001 18,969 20,853 6/30/2001 18,318 20,113 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Toyota Motor Corp. 2.0% 3.0% Allianz AG 1.5% 1.7% Deutsche Telekom AG 1.3% 4.5% Morgan Stanley Capital LLC 1.2% 1.4% BP Amoco PLC 1.2% 1.4% GlaxoSmithKline PLC 1.2% N/A Siemens AG 1.1% 1.5% ENI 1.1% N/A Nippon Telegraph & Telephone Corp. 1.1% 1.3% Total Fina SA 1.1% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------ International International Equity Equity Index MorningStar Index Fund Benchmark(1) Peer Group+ ------------- ------------- ----------- YTD** -11.77% -11.57% -13.81% 1 Year -23.27 -23.69 -24.30 3 Years -0.58 0.04 0.39 5 Years 2.29 4.23 4.80 10 Years 6.24 7.05 9.05 Top Ten Countries (as of June 30, 2001) - ------------------------------------------------------------------------------ % of % of investments investments Japan 28.8% Spain 4.0% Germany 13.0% Australia 3.1% United Kingdom 10.8% Netherlands 2.9% France 8.5% United States 2.7% Italy 7.3% Switzerland 1.8% (1) The International Equity Benchmark represents the MSCI EAFE from May 1998 to April 1998 and then MSCI EAFE GDP weighted from May 1998 to June 1999 and now 90% MSCI EAFE GDP - weighted/10% MSCI Emerging Markets Free from July 1999 to present. * Total returns are for the period ended June 30, 2001, returns represent past performance, assume reinvestment of all distributions, and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. There are special risks associated with international investing, including currency fluctuations, political and economic instability, foreign taxation and different accounting standards, as outlined in the current prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for the sub- accounts of all variable annuity and life products within the MorningStar variable universe having a 90% weighting of the Foreign Stock, Large Cap category and a 10% weighting of the Diversified Emerging Markets category. Prior to July 1999, the peer group represents the Foreign Stock, Large Cap category. 22 Inception: May 1, 1996 International Opportunities Fund T. Rowe Price International, Inc. Warren/Ford/Seddan/Bickford-Smith International stocks fell sharply during the six months ended June 30. Losses were modest over the second quarter but followed steep declines during the first three months of the year. The U.S. Federal Reserve cut rates aggressively during the period, and a surprise Fed rate cut spurred a global rally early in the second quarter, but the rebound fizzled on continued earnings disappointments and renewed fears about weakening economies. Technology, media, and telecommunications stocks led the April upswing, while defensive, value-oriented stocks, which offer a measure of revenue and earnings certainty, rallied as less positive economic news dominated in May and June. In Europe, economic indicators declined, while energy and food prices pushed euro zone inflation up to 3.4%. The strong dollar continued to hurt returns for U.S. investors. The euro appeared to stabilize after falling 6% during the first quarter, then fell another 4% during the second quarter. Falling exports drove Japan to the brink of recession. The yen was flat in the second quarter after falling 9% during the first quarter. Most regional economies in the Pacific ex-Japan slowed sharply as exports softened. In Latin America, Mexico's economy weakened in line with U.S. demand, but the peso strengthened and stocks remained strong. A domestic energy crisis and Argentina's turmoil drove Brazil's currency down. Overall, the T. Rowe Price International Stock Fund posted a sharp loss, modestly underperforming the MSCI EAFE (Europe, Australasia, Far East) Index, which fell 14.75%. The portfolio's bias toward growth sectors hindered returns during a period when value sectors were the strongest performers. Both our overweighting of technology and our underweighting of value and defensive sectors, including automobiles and utilities, hurt returns. Country weightings and stock selection within countries were generally neutral, although our overweight position in the robust Mexican market has been a positive. The ongoing correction in tech and telecom stocks hurt performance as telecommunications provider Vodafone (U.K.) and communications equipment makers Alcatel (France), Ericsson (Sweden), and Nokia (Finland) plunged. At the same time, stock selection within sectors was positive. Within the technology sector, for example, Celestica (Canada) and Canon (Japan) boosted returns. In the telecom sector, China Mobile (Hong Kong) climbed as subscriber growth surpassed expectations, and in Japan NTT DoCoMo's launch of Java Internet-compatible handsets stimulated usage. Both stocks were significant contributors to their sector. Telefonos de Mexico also rallied along with that country's stock market. The period's top contributor was U.K. pharmaceutical giant GlaxoSmithKline. We added to holdings in caterer Sodexho (France), which acquired control of its U.S. subsidiary; food retailer Sainsbury (U.K.), which is restructuring; and Italian bank BNL, which is increasing its earnings and should benefit from industry consolidation. After significant cuts to tech and telecom positions in the first quarter, we made further reductions in Ericsson and Japan's Kyocera and NTT during the second quarter in light of the difficult near-term outlook. We also reduced our holdings of financial companies that are exposed to the slowdown in mergers and acquisitions and other equity-market-related business, including Credit Suisse and Deutsche Bank. Near the end of June, the U.S. Federal Reserve cut interest rates for the sixth time since the beginning of the year. The economic news remains uninspiring, however, and the outlook uncertain. Optimism about falling interest rates will likely be balanced by continued earnings pessimism over the next few months, but news should turn more positive as rate cuts work their way through the system. We are focusing on positioning the portfolio to benefit from a rebound in growth over the medium term while avoiding the negative impact of short-term earnings disappointments. (Fund investment information on the next page.) 23 Inception: May 1, 1996 International Opportunities Fund T. Rowe Price International, Inc. Warren/Ford/Seddan/Bickford-Smith [GRAPH] Historical Fund Return $10,000 Investment made 5/1/96 (Fund Inception Date) International Opportunites Date International Opportunities Fund Benchmark (1) ---- -------------------------------- ------------- 5/1/1996 10,000 10,000 5/31/1996 10,024 9,818 6/30/1996 10,129 9,876 7/31/1996 9,820 9,590 8/31/1996 9,971 9,613 9/30/1996 10,191 9,870 10/31/1996 10,150 9,771 11/30/1996 10,609 10,162 12/31/1996 10,672 10,034 1/31/1997 10,544 9,685 2/28/1997 10,672 9,846 3/31/1997 10,659 9,884 4/30/1997 10,701 9,939 5/31/1997 11,332 10,588 6/30/1997 11,796 11,174 7/31/1997 12,113 11,357 8/31/1997 10,992 10,511 9/30/1997 11,719 11,102 10/31/1997 10,863 10,252 11/30/1997 10,859 10,149 12/31/1997 10,880 10,240 1/31/1998 11,254 10,711 2/28/1998 11,932 11,401 3/31/1998 12,346 11,755 4/30/1998 12,435 11,850 5/31/1998 12,390 11,795 6/30/1998 12,416 11,887 7/31/1998 12,560 12,011 8/31/1998 10,980 10,525 9/30/1998 10,715 10,205 10/31/1998 11,680 11,272 11/30/1998 12,199 11,852 12/31/1998 12,611 12,323 1/31/1999 12,484 12,309 2/28/1999 12,268 12,034 3/31/1999 12,769 12,615 4/30/1999 13,241 13,246 5/31/1999 12,623 12,623 6/30/1999 13,112 13,204 7/31/1999 13,358 13,514 8/31/1999 13,495 13,561 9/30/1999 13,581 13,653 10/31/1999 14,038 14,161 11/30/1999 15,021 14,728 12/31/1999 16,900 16,133 1/31/2000 15,833 15,257 2/29/2000 16,711 15,669 3/31/2000 16,885 16,258 4/30/2000 15,946 15,351 5/31/2000 15,446 14,958 6/30/2000 16,250 15,595 7/31/2000 15,693 14,979 8/31/2000 16,033 15,165 9/30/2000 15,020 14,323 10/31/2000 14,413 13,868 11/30/2000 13,655 13,245 12/31/2000 14,136 13,698 1/31/2001 14,305 13,916 2/28/2001 13,024 12,821 3/31/2001 12,015 11,897 4/30/2001 12,974 12,706 5/31/2001 12,412 12,356 6/30/2001 11,876 11,881 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments GlaxoSmithKline PLC 4.6% N/A Total Fina SA 2.7% N/A Shell Transport & Trading Co. PLC 2.3% 1.2% Royal Bank of Scotland Group 2.2% N/A ING Groep NV 2.1% 1.0% Reed International PLC 2.1% 0.7% Canon, Inc. 2.0% 0.9% NTT Mobile Communications Network, Inc. 1.9% 1.1% Rhone-Poulenc SA 1.9% 0.1% Vodafone AirTouch PLC 1.8% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------ Intl. Opportunities Intl. Opportunities MorningStar Fund Benchmark(1) Peer Group+ ------------------- ------------------- ----------- YTD** -15.98% -13.25% -13.81% 1 Year -26.92 -23.81 -24.30 3 Years -1.47% -0.02 0.39 5 Years 3.23 3.77 4.80 Since Inception (5/1/96) 3.39 3.39 N/A Top Ten Countries (as of June 30, 2001) - ------------------------------------------------------------------------------ % of %of investments investments United Kingdom 24.8% Switzerland 4.5% Japan 18.2% Germany 4.4% France 14.2% United States 3.5% Netherlands 7.6% Sweden 3.2% Italy 5.9% Hong Kong 2.6% (1) The International Opportunities Benchmark represents the MSCI EAFE from May 1996 to December 1998 and the MSCI All Country World Free Ex. US from January 1999 to present. * Total returns are for the period ended June 30, 2001 . Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. There are special risks associated with international investing including currency fluctuations, political and economic instability, foreign taxation and different accounting standards, as outlined in the current prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for the sub- accounts of all variable annuity and life products within the Morningstar variable universe having a Foreign Stock, Large Cap investment category. 24 Inception: August 31, 1999 International Equity Fund Goldman Sachs Asset Management Maeda/Noble/Orchard During the second quarter of 2001, the International Equity Fund (the "Fund") generated a total cumulative return of 0.43%, versus the -1.25% total cumulative return of the Fund's benchmark, the MSCI EAFE Index (the "Index"). During the quarter the Fund's performance was enhanced by positive stock selection. In particular, our positioning in the Information Technology, Consumer Discretionary and Industrials sectors was the most beneficial. Detractors from performance included holdings in Telecoms, Technology Hardware and Equipment. The entire Telecom sector continued to underperform, due to concerns about the companies' financial health in light of acquisitions and expenditure on third generation (3G) mobile phone licenses. In the U.S. there were some positive signs from the economy. Specifically, new home sales, consumer confidence and consumption surprised to the upside, which has given the market some hope that the Federal Reserve Board's actions are finally starting to take hold. In Europe, the weak Euro and inflationary pressures have prevented the ECB from reducing interest rates by any meaningful extent. However, going forward pricing pressures should ease given stable to declining energy prices, thus enabling room for rates to decline. Expectations are that the economy will trough in the second half of this year with the equity markets anticipating a more robust 2002. The UK economy has shown fewer signs of a significant slowdown, and as such, provides a more supportive environment for equities. While the risk of more weak earnings news remains in 2001, we believe that we are beginning to see a bottom in the equity market, with ample negative sentiment already being factored into the much maligned technology and telecommunications sectors. Given current weakness in the global economic environment and Asia's exposure to the commodity end of the manufacturing sector, we continue to position the portfolio relatively defensively. We are underweight the property sector in Hong Kong and Singapore as interest rate cuts have failed to stimulate a recovery in demand. We continue to favor defensive, high dividend yield plays, as well as companies that are relatively insulated from the external slowdown. We are positive on Australia for its defensive characteristics in such a market environment. The Japanese domestic economy is showing signs of weakness and it seems likely that 2001 GDP growth will be revised into negative territory. Also impacting the domestic market are the reform policies of Prime Minister Koizumi over which there is much debate in terms of political backing, pace and scale of any potential future reforms. Under these circumstances, we are selectively moving away from domestic names towards stocks which are more exposed to a recovery in global GDP. In conclusion, the U.S. outlook seems to be improving, and signs of a broader global slowdown seem to be abating, although the "old economy' seems as though it will recover before the "new economy.' In this environment, we continue to focus on finding outstanding companies across global sectors, positioning the portfolio for long-term global re-flation. Footnotes Total return figures represent past performance and do not indicate future results which will vary. The Fund's performance reflects the reinvestment of dividends and distributions. The MSCI EAFE Unhedged Index is unmanaged and does not include any fees or expenses. The Fund's foreign investments may be more volatile than an investment in U.S. securities and are subject to the risks of currency fluctuations and political developments. Performance returns for the VST International Equity Fund (the "Fund") are estimated and supplied as a client accommodation for internal use only within John Hancock Funds Group. The Fund is subadvised/managed by Goldman Sachs Asset Management ("GSAM"). As a subadviser, we do not normally perform administration functions, such as performance calculations. The NAV's, distributions and expense ratios (which are calculated by the custodian--State Street Bank) used to calculate total returns have not been independently validated and approved by GSAM. (Fund investment information on the next page.) 25 Inception: August 31, 1999 International Equity Fund Goldman Sachs Asset Management Maeda/Noble/Orchard [GRAPH] Historical Fund Return $10,000 Investment made 8/31/99 (Fund Inception Date) International Equity MSCI EAFE Date Fund Index ---- -------------------- ----- 8/31/1999 10,000 10,000 9/30/1999 9,935 10,103 10/31/1999 10,307 10,484 11/30/1999 11,103 10,851 12/31/1999 12,148 11,826 1/31/2000 11,522 11,077 2/29/2000 12,105 11,377 3/31/2000 12,438 11,820 4/30/2000 11,837 11,201 5/31/2000 11,565 10,930 6/30/2000 11,850 11,359 7/31/2000 11,410 10,886 8/31/2000 11,365 10,983 9/30/2000 10,805 10,450 10/31/2000 10,571 10,205 11/30/2000 10,120 9,825 12/31/2000 10,394 10,177 1/31/2001 10,366 10,171 2/28/2001 9,491 9,410 3/31/2001 8,835 8,787 4/30/2001 9,496 9,403 5/31/2001 9,206 9,078 6/30/2001 8,875 8,711 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------- - - % of six months ago investments % of investments GlaxoSmithKline PLC 4.1% N/A Royal Duth Petroleum Co. 2.9% N/A Vodafone AirTouch PLC 2.6% 1.1% Nestle SA 2.4% 0.5% Tesco PLC 2.1% N/A BP Amoco PLC 2.1% 0.8% ING Groep NV 1.9% 0.7% Barclay's PLC 1.8% N/A Diageo PLC 1.7% 0.3% Takeda Chemical Industries 1.6% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------- - - International MSCI EAFE MorningStar Equity Fund Index Peer Group+ ------------- --------- ----------- YTD** -14.56% -14.41% -13.81% 1 Year -25.00 -23.32 -24.30 Since Inception (8/31/99) -6.23 -7.25 N/A Top Ten Countries (as of June 30, 2001) - ------------------------------------------------------------------------------- - - % of % of investments investments United Kingdom 26.2% Germany 6.4% Japan 24.4% Sweden 3.7% Switzerland 9.2% Italy 3.6% France 8.0% Spain 3.0% Netherlands 7.9% Australia 2.8% * Total returns are for the period ended June 30, 2001, returns represent past performance, assume reinvestment of all distributions, and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. There are special risks associated with international investing, including currency fluctuations, political and economic instability, foreign taxation and different accounting standards, as outlined in the current prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Foreign Stock with Large Cap investment category. 26 Inception: May 1, 1998 Emerging Markets Equity Fund Morgan Stanley Investment Management Inc. Meyer/Ramachandran The portfolio rose 5.57% (on a net basis) versus a benchmark (MSCI EMF) return of 4.01% for the quarter ended June 30, 2001./1/ The portfolio outperformed the benchmark during the quarter due to stock selection and country allocation. Stock selection in Taiwan, Brazil and Mexico added positively to relative performance. On a country allocation basis our underweight stance in Malaysia and Taiwan coupled with our overweight position in South Korea added positively to performance. Our underweight stance in South Africa detracted from performance. Despite continued concerns about a slowdown in global economic growth and earnings disappointments, the emerging markets rebounded during the quarter, posting a 4.0% return. This return was fueled by several US interest rate easings. As risk aversion diminished during the early part of the quarter, the emerging markets rallied. However in June, given the slower pace of US Fed interest rate cuts coupled with the slowdown in the global economy and concerns over earnings, investors became more cautious, and the emerging markets gave back some of their return. The emerging markets will continue to be subject to fluctuations in global market sentiment, yet are poised to perform strongly in the face of any improvement. With global interest rates falling, emerging markets have the potential to trade well in the medium term. These markets continue to offer attractive valuations. The information reflects the views of the portfolio manager at the time of this writing. Of course, these views may change in response to changing circumstances and market conditions. [GRAPH] Historical Fund Return $10,000 Investment made 5/1/98 (Fund Inception Date) Emerging Markets MSCI Emerging Markets Date Equity Fund Free Index ---- 5/01/1998 10,000 10,000 5/31/1998 8,688 8,630 6/30/1998 7,960 7,725 7/31/1998 8,533 7,970 8/31/1998 5,845 5,666 9/30/1998 6,556 6,025 10/31/1998 7,081 6,659 11/30/1998 7,668 7,213 12/31/1998 7,113 7,109 1/31/1999 6,934 6,994 2/28/1999 6,732 7,062 3/31/1999 7,603 7,993 4/30/1999 8,545 8,982 5/31/1999 7,990 8,929 6/30/1999 9,227 9,943 7/31/1999 8,932 9,672 8/31/1999 8,752 9,760 9/30/1999 8,575 9,431 10/31/1999 9,055 9,631 11/30/1999 10,559 10,495 12/31/1999 12,900 11,830 1/31/2000 12,556 11,901 2/29/2000 13,602 12,058 3/31/2000 13,829 12,118 4/30/2000 12,047 10,969 5/31/2000 11,234 10,516 6/30/2000 12,012 10,886 7/31/2000 11,066 10,326 8/31/2000 11,162 10,377 9/30/2000 9,707 9,471 10/31/2000 8,762 8,784 11/30/2000 7,691 8,017 12/31/2000 7,726 8,210 1/31/2001 8,827 9,340 2/28/2001 7,938 8,609 3/31/2001 7,092 7,764 4/30/2001 7,533 8,147 5/31/2001 7,613 8,244 6/30/2001 7,488 8,075 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Samsung Electronics 4.6% 8.1% China Telecom (Hong Kong), Ltd. 3.8% 2.0% Telefonos de Mexico SA 3.4% 4.5% Taiwan Semiconductor 2.3% N/A Grupo Financiero Banamex Accival, SA de CV 2.1% N/A Petroleo Brasileiro SA 1.9% 0.4% Cellular CRT Participacoes 1.8% 0.6% United Microelectronics Corp. 1.7% N/A Fomento Economico Mexicano SA de CV 1.7% N/A Surgutneftegaz 1.7% 1.3% Average Annual Total Returns* - ------------------------------------------------------------------------------ - - Emerging Markets MSCI Emerging MorningStar Equity Fund Markets Free Index Peer Group+ ---------------- ------------------ ---------- - - YTD** -3.08% -1.64% -1.39% 1 Year -37.66 -25.82 -26.61 3 Years -2.02 1.49 1.23 Since Inception (5/1/98) -8.74 -6.53 N/A Top Ten Countries (as of June 30, 2001) - ------------------------------------------------------------------------------ % of % of investments investments United States 28.6% India 6.8% South Korea 13.9% Brazil 5.7% Taiwan 10.5% Mexico 5.2% South Africa 9.5% Turkey 2.7% Hong Kong 9.1% Malaysia 2.2% /1/Performance is for Class A shares. (1) Returns reflect extra-ordinary capital contribution of $445,000 in June 1999. * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities. including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. International investing entails special risks as outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for the sub- accounts of all variable annuity and the life products within the Morningstar variable universe having a Diversified Emerging Markets investment category. 27 Inception: May 1, 2001 Health Sciences Fund Putnam Investments Richard England The Health Sciences Fund returned +1.99% (net) for the two-month period of May 1, 2001 through June 30, 2001. In May, biotech topped the sub-sector list, followed by pharmaceuticals and medical technology; health-care services declined during the month. The Fund benefited from several stocks in its specialty pharmaceutical sub-sector, which rose over 12% during the month: Allergan (driven by the launch of a new glaucoma product), Elan (favorable reports on its product pipeline), and King Pharmaceuticals (product introductions). In the large-cap pharmaceutical area, American Home Products and Schering-Plough garnered good returns during the month while Sigma and United Health Care declined. In June, health-care services was the top performer, driven by a hospital sub-sector that rebounded following earlier profit-taking. In medical technology, a recovery in Medtronic, a cardiovascular device manufacturer whose stock had sold off on disappointing first-quarter revenues, aided performance. In pharmaceuticals, robust performance by drug delivery, generics, and specialty pharmaceuticals were offset by weakness in U.S.-branded pharmaceutical manufacturers due to concerns over a slowdown in arthritis treatment drugs and manufacturing problems at Schering-Plough. The Fund's strongest contributors to performance were HCA (leading hospital company), Medimmune (biotechnology company specializing in infectious diseases), Medtronic (cardiovascular devices), Gilead Sciences (biotech), and Ivax (generic drug manufacturer). Stocks that hindered performance included Waters, (research equipment), Merck (drug manufacturer), and Schering-Plough. The U.S. equity market remains volatile. We anticipate additional earnings disappointments, especially in those stocks leveraged to capital spending. It appears that the Federal Reserve Open Market Committee is becoming more confident that the economy is on track to avoid a recession. The full impact of their monetary and fiscal stimulus is expected to encourage economic growth in the fourth quarter of 2001 and into 2002. Given this scenario, the Fund is focusing on both health-care services and pharmaceutical stocks while reducing exposure to biotechnology and life sciences. The fundamental outlook for the health-care industries remains positive and the Fund's broad diversification across the different industry sectors should enable it to cushion declines in some areas while benefiting from new opportunities as they arise. [GRAPH] Historical Fund Return $10,000 Investment made 5/1/01 (Fund Inception Date) Health Sciences S&P GSHI Fund 500 Index/1/ Index/2/ 5/1/2001 10,000 10,000 10,000 5/31/2001 10,241 10,067 10,220 6/30/2001 10,199 9,822 9,962 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Glaxo SmithKline PLC 0.1% N/A American Home Products Corp. 0.1% N/A Johnson & Johnson 0.1% N/A Pharmacia Corp. 0.1% N/A Merck & Co., Inc. 0.1% N/A AstraZeneca Group PLC 0.1% N/A Medtronic, Inc. 0.1% N/A HCA-The Healthcare Corp. 0.1% N/A Schering-Plough Corp. 0.1% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------ - - Health GSHI Sciences S&P 500 Health Care Fund Index/1/ Index/2/ Since Inception (5/1/01) 1.99%* -1.76% 0.32% Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ - - % of % of investments investments Health Care 2.2% Energy 0.0% Financial 0.1% Technology 0.0% Capital Equipment 0.0% Retail 0.0% (1) "S&P 500" is an unmanaged stock index commonly used as a broad measure of stock market performance. (2) The Goldman Sachs Healthcare Index is a modified capitalization weighted index that measures the performance of US healthcare stocks. The index has a maximum individual stock weighting which is currently 7.5%. The index includes companies in the following categories: providers of healthcare related services, researchers, manufacturers and distributors of pharmaceuticals, drugs and related sciences, and medical supplies, instruments and products. * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original costs. Sector investing entails special risks as discussed in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. 28 Inception: May 16, 1988 Real Estate Equity Fund Independence Investment LLC J. DeSantis/T. Spicer Morgan Stanley Investment Management, Inc. T. Bigman/D. Funke The Real Estate Equity Fund is a multi-manager fund with two sub-advisers each of which employs its own independent investment approach in managing its portion of the Fund. The two managers employ a distinct and complementary investment strategy. The multi-manager approach seeks to produce more consistent investment returns over market cycles and to reduce the risk of any one manager or strategy being out of favor in certain market environments. II LLC selects real estate stocks using a combination of bottom-up fundamental equity research and quantitative tools. II LLC Real estate stocks are purchased that are undervalued relative to the stock's history and have improving earnings growth prospects. Morgan Stanley Investment Management (MSIM) uses a combination of top down market analysis to identify undervalued real estate property sectors and geographic regions and fundamental, bottom-up equity and real estate research to select stocks that are attractively priced relative to the underlying real estate value. As of June 30, 2001, II LLC managed approximately 49% and MSIM managed approximately 51% of the Fund's assets. For the year-to-date, the Fund returned 5.95% versus 9.81% for the Wilshire Real Estate Securities Index. Independence Investment LLC The REIT industry has held up extremely well in this economic slowdown as evidenced by the past year's performance. Even as other "safe-havens' have come under pressure in this recent quarter, such as the Utility sector, the REIT market has held its ground and has even added to its year-to-date gains. During the second quarter of 2001, the Real Estate Equity portfolio underperformed its benchmark, the Wilshire Real Estate Securities Index, mainly due to common risk factors and, to a greater degree, stock selection. The fund owned a greater degree of larger capitalization, higher quality companies which dragged down relative performance. As the "junk-rally', which dominated the first quarter, continued into the beginning of the second quarter these strategies again hurt performance. Fortunately, towards the latter part of the period, these trends have shown signs of reversing. Stock selection had the greatest impact on relative return. Many of the companies had concentrations in areas most affected by the economic downturn. And although the slowdown has had somewhat of an impact on their operating performance, the market reaction is overdone. We expect the positive fundamentals of the group to continue to drive performance albeit at more normal levels of return (10-12%). While the economy searches for a bottom to this economic slowdown, REITs will continue to look attractive to investors with their high dividend yields and predictable growth. We believe the "junk-rally' is overdone and is starting to show signs of weakening. We believe quality companies with experienced management teams located in high barrier to entry markets will stage a comeback for the balance of the year. Therefore we are even more committed to maintain a quality/large- cap bias in the portfolio and to stick with companies with these characteristics. Morgan Stanley Investment Management, Inc. REITs experienced a reversal of fortune throughout the first half of the year, as last year's losers outperformed last year's winners. Perhaps of greater significance was the strong relationship between dividend yield and stock performance. Aside from attracting investors for its dividend yield and defensive nature, the sector gained interest over the potential S&P index inclusion of REITs. Clearly, investors favored higher dividend stocks in the first half of the year; we continue to stress fundamentals and believe the current focus on income will run its course. To a lesser degree investors remained wary of apartment companies with high concentrations in Northern California, where rents and occupancies declined in markets where technology-led demand has cooled. As a result, stock selection suffered among those companies we owned for high-barrier-to-entry qualities. We note that these markets have had limited new supply and home affordability is among the lowest in the country. The top-down weightings in the portfolio reflect a more defensive stance given weakening economic fundamentals. We increased our overweighting to apartments, which we believe will likely experience favorable demand in a slowing economy as it is a necessity and will compete favorably with the alternative of purchasing a home. We reduced our overweighting to the office sector over continued concerns of reduced demand and potential new sub-lease space. The slowdown in the economy in 2001 will create a more challenging environment. However, given the declining levels of construction, the modest level of construction versus total supply outstanding, and historically low vacancy rates, the U.S. real estate market is better prepared than in previous periods for an economic slowdown. Based on the current valuation and the sector's defensive characteristics, investors may find it attractive given the recent performance and volatility in the equity markets. 29 Inception: May 16, 1988 Real Estate Equity Fund Independence Investment LLC J. DeSantis/T. Spicer Morgan Stanley Investment Management, Inc. T. Bigman/D. Funke [GRAPH] Historical Fund Return $10,000 Investment made 7/1/91 (10-Year Period) Wilshire Real Date Real Estate Equity Fund Estate Index ---- ----------------------- ------------- 7/1/1991 10,000 10,000 7/31/1991 9,993 9,958 8/31/1991 10,031 9,838 9/30/1991 10,154 9,725 10/31/1991 9,973 9,507 11/30/1991 9,781 9,191 12/31/1991 10,667 9,906 1/31/1992 11,092 10,373 2/29/1992 10,972 10,345 3/31/1992 10,938 10,121 4/30/1992 10,792 9,953 5/31/1992 11,107 9,993 6/30/1992 10,827 9,692 7/31/1992 11,145 9,728 8/31/1992 11,179 9,581 9/30/1992 11,455 9,945 10/31/1992 11,660 10,052 11/30/1992 11,797 10,138 12/31/1992 12,375 10,635 1/31/1993 13,333 11,374 2/28/1993 13,919 11,924 3/31/1993 14,896 12,725 4/30/1993 14,076 12,003 5/31/1993 13,850 11,815 6/30/1993 14,130 12,124 7/31/1993 14,323 12,370 8/31/1993 14,418 12,628 9/30/1993 15,260 13,202 10/31/1993 14,977 12,830 11/30/1993 14,331 12,270 12/31/1993 14,515 12,256 1/31/1994 14,860 12,623 2/28/1994 15,475 13,140 3/31/1994 15,010 12,531 4/30/1994 15,110 12,672 5/31/1994 15,415 12,935 6/30/1994 15,008 12,680 7/31/1994 14,922 12,710 8/31/1994 14,943 12,701 9/30/1994 14,860 12,489 10/31/1994 14,223 12,032 11/30/1994 13,743 11,561 12/31/1994 14,931 12,457 1/31/1995 14,415 12,055 2/28/1995 14,718 12,432 3/31/1995 14,757 12,504 4/30/1995 14,570 12,414 5/31/1995 15,189 12,825 6/30/1995 15,430 13,048 7/31/1995 15,721 13,258 8/31/1995 15,830 13,420 9/30/1995 16,207 13,667 10/31/1995 15,663 13,243 11/30/1995 15,726 13,381 12/31/1995 16,769 14,157 1/31/1996 16,964 14,352 2/29/1996 17,142 14,637 3/31/1996 17,296 14,755 4/30/1996 17,238 14,822 5/31/1996 17,559 15,152 6/30/1996 17,924 15,455 7/31/1996 17,868 15,318 8/31/1996 18,621 15,969 9/30/1996 19,136 16,368 10/31/1996 19,634 16,811 11/30/1996 20,313 17,509 12/31/1996 22,314 19,377 1/31/1997 22,559 19,654 2/28/1997 22,541 19,666 3/31/1997 22,412 19,733 4/30/1997 21,737 19,096 5/31/1997 22,417 19,665 6/30/1997 23,567 20,640 7/31/1997 24,201 21,319 8/31/1997 24,047 21,161 9/30/1997 26,138 23,248 10/31/1997 25,195 22,260 11/30/1997 25,517 22,707 12/31/1997 26,156 23,214 1/31/1998 25,413 22,886 2/28/1998 24,963 22,593 3/31/1998 25,591 23,038 4/30/1998 24,791 22,313 5/31/1998 24,620 22,098 6/30/1998 24,542 21,981 7/31/1998 22,881 20,451 8/31/1998 20,817 18,327 9/30/1998 22,252 19,353 10/31/1998 21,697 19,088 11/30/1998 22,004 19,447 12/31/1998 21,786 19,168 1/31/1999 21,189 18,753 2/28/1999 20,671 18,604 3/31/1999 20,568 18,504 4/30/1999 22,747 20,476 5/31/1999 23,343 20,822 6/30/1999 23,098 20,468 7/31/1999 22,327 19,685 8/31/1999 22,226 19,389 9/30/1999 21,168 18,515 10/31/1999 20,724 18,170 11/30/1999 20,561 17,885 12/31/1999 21,419 18,558 1/31/2000 21,448 18,634 2/29/2000 20,991 18,278 3/31/2000 22,117 19,078 4/30/2000 23,416 20,439 5/31/2000 23,735 20,684 6/30/2000 24,347 21,381 7/31/2000 26,752 23,301 8/31/2000 25,876 22,462 9/30/2000 27,009 23,192 10/31/2000 25,829 22,186 11/30/2000 26,386 22,685 12/31/2000 28,121 24,261 1/31/2001 27,926 24,504 2/28/2001 27,438 23,994 3/31/2001 27,243 24,014 4/30/2001 27,765 24,585 5/31/2001 28,354 25,273 6/30/2001 29,794 25,512 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Equity Office Properties Trust 7.5% 4.0% Avalonbay Communities, Inc. 5.5% 4.0% Equity Residential Properties Trust 5.3% 4.2% Speiker Properties, Inc. 5.1% 3.8% Simon Property Group Inc. 4.5% 2.2% Boston Properties, Inc. 4.0% N/A Public Storage, Inc. 3.9% 2.1% Archstone Communities Trust 3.6% N/A Starwood Hotels & Resorts Worldwide 3.4% N/A Vornado Realty Trust 3.3% 2.4% Average Annual Total Returns* - ------------------------------------------------------------------------------ Real Estate Wilshire Real MorningStar Equity Fund Estate Index(1) Peer Group+ ----------- ------------- ----------- YTD** 5.95% 9.81% 6.34% 1 Year 22.37 24.60 19.11 3 Years 6.68 6.62 5.38 5 Years 10.70 11.51 10.63 10 Years 11.54 10.03 11.09 - ------------------------------------------------------------------------------ Top Industries (as of June 30, 2001) - ------------------------------------------------------------------------------ % of investments Financial 95.0% Consumer Cyclical 4.9% Technology 0.1% * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original costs. Sector investing entails special risks as discussed in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Specialty Real Estate investment category. 30 Inception: March 29, 1986 Managed Fund Independence Investment LLC J. Forrelli/J. Leu Capital Guardian Trust Company Management Team The Managed Fund is a multi-manager fund with two sub-advisers, each of which employs its own investment approach and independently manages its portion of the Fund. The two managers employ a distinct and complementary investment strategy. The multi-manager approach seeks to produce more consistent investment returns over market cycles and to reduce the risk of any one manager or strategy being out of favor in certain market environments. Independence has a normal target mix of 60% stocks and 40% bonds and selects stocks and bonds using a combination of fundamental equity research and quantitative tools. Capital Guardian has a normal target of 70% stocks and 30% bonds and selects stocks and bonds using a fundamental, research-driven approach. Capital Guardian also employs a multiple-manager approach by which each portfolio manager and the research analysts as a group each manage a separate portion of the portfolio to capture the highest conviction ideas of the investment team. As of June 30, 2001, II LLC managed approximately 81.80% and Capital Guardian managed approximately 18.20% of the Fund's assets. The Fund returned -1.73% compared to -2.44% for the benchmark year-to-date. Independence Investment LLC In the second quarter, the equity market outperformed the fixed income market for the first time since the fourth quarter of 1999. Your balanced portfolio performed very well for the quarter, returning 4.63% net, outperforming its benchmark. Equities contributed the vast majority of the return and the sectors that added the most value this quarter were Technology, Financials and Consumer Non-Cyclicals. On the negative side, stock selection within Retail and Health Care detracted from performance. The Fixed Income portion of the account had a negligible return for the quarter as bond investors became fearful that aggressive interest rate cuts by the Federal Reserve might reignite inflation in 2002. The worldwide economies are clearly struggling. The U.S. will likely show negative growth in the current quarter as businesses reign in spending and investment. European economies slowed considerably this quarter and Japan appears to have entered another recession. Investors are looking past the slowdown and focusing instead on the potential rebound over the coming months. The consumer has remained quite resilient during this slowdown. The Federal Reserve has aggressively cut interest rates and consumers will be receiving tax rebate checks in the third quarter. Inflation is clearly coming down as energy prices have weakened. We continue to overweight equities in your portfolio. We believe the economy is in the process of bottoming and companies will once again grow earnings at their historical 5% to 10% rate in 2002. We favor industrial and basic material companies that will have significant leverage with a global economic recovery and falling energy prices over the coming quarters. However, investors must be patient, waiting to see tangible evidence of the economic recovery over the remainder of the year. Capital Guardian Trust Company Our overweight position in U.S. large caps was helpful to returns in two ways: large-cap indices provided solid returns, and relative outperformance was strong within the large-cap portfolios we manage. Good stock selection was also beneficial, as was our overweight position in technology stocks. We fully participated in April's bounce in NASDAQ-type names, and we were able to trim some of these positions on strength. On the bond side, results for the portfolios we manage were helped by our overweight position in corporate securities. Our participation in a number of new corporate issues was also beneficial. We are continuing to overweight equities. The upcoming tax refunds and the easing monetary policy should provide the economy with a shot in the arm, though the timing of a recovery will be hard to call. In the technology and telecommunications areas, many companies have lowered production below the level of demand in order to bring down excess inventories. Once inventory levels are reduced, production will have to pick up to meet current demand, and that should boost market sentiment. With the technology sector having reaffirmed its cyclical nature, however, investors are not likely to support the high multiples these stocks enjoyed in recent years. Looking at fixed income, corporate securities still look undervalued relative to Treasuries, but less so now that spreads have tightened. We continue to hold our high- conviction corporate issues, with an emphasis on triple-B credits, though we may begin to sell some of the more generic names represented in the index. We are now overweighted in the mortgage sector for the first time in years. Mortgage-backed securities look increasingly attractive now that rates appear to have bottomed and prepayment risk has been reduced. 31 Inception: March 29, 1986 Managed Fund Independence Investment LLC J. Forelli/J. Leu Capital Guardian Trust Company Management Team [GRAPH] Historical Fund Return $10,000 Investment made 7/1/91 (10-Year Period) Date Managed Fund Managed Benchmark(1) ---- ------------ -------------------- 7/1/1991 10,000 10,000 7/31/1991 10,237 10,297 8/31/1991 10,482 10,536 9/30/1991 10,512 10,559 10/31/1991 10,643 10,676 11/30/1991 10,500 10,514 12/31/1991 11,215 11,292 1/31/1992 11,041 11,103 2/29/1992 11,119 11,203 3/31/1992 10,977 11,062 4/30/1992 11,209 11,257 5/31/1992 11,368 11,397 6/30/1992 11,402 11,398 7/31/1992 11,719 11,773 8/31/1992 11,631 11,707 9/30/1992 11,777 11,854 10/31/1992 11,666 11,784 11/30/1992 11,898 11,978 12/31/1992 12,080 12,160 1/31/1993 12,236 12,337 2/28/1993 12,422 12,549 3/31/1993 12,646 12,706 4/30/1993 12,457 12,599 5/31/1993 12,644 12,767 6/30/1993 12,833 12,933 7/31/1993 12,819 12,943 8/31/1993 13,252 13,339 9/30/1993 13,303 13,314 10/31/1993 13,457 13,476 11/30/1993 13,329 13,336 12/31/1993 13,482 13,447 1/31/1994 13,797 13,772 2/28/1994 13,432 13,436 3/31/1994 13,037 12,980 4/30/1994 13,105 13,011 5/31/1994 13,107 13,104 6/30/1994 12,977 12,927 7/31/1994 13,268 13,271 8/31/1994 13,475 13,545 9/30/1994 13,191 13,279 10/31/1994 13,248 13,424 11/30/1994 13,043 13,165 12/31/1994 13,181 13,304 1/31/1995 13,429 13,605 2/28/1995 13,831 14,027 3/31/1995 14,012 14,282 4/30/1995 14,323 14,589 5/31/1995 14,872 15,183 6/30/1995 15,090 15,423 7/31/1995 15,330 15,650 8/31/1995 15,514 15,772 9/30/1995 15,973 16,183 10/31/1995 16,004 16,274 11/30/1995 16,518 16,765 12/31/1995 16,753 17,044 1/31/1996 17,011 17,390 2/29/1996 16,940 17,289 3/31/1996 16,959 17,299 4/30/1996 16,993 17,367 5/31/1996 17,197 17,575 6/30/1996 17,361 17,730 7/31/1996 16,981 17,356 8/31/1996 17,126 17,519 9/30/1996 17,664 18,167 10/31/1996 18,094 18,628 11/30/1996 18,788 19,508 12/31/1996 18,548 19,207 1/31/1997 18,987 19,814 2/28/1997 19,053 19,915 3/31/1997 18,609 19,382 4/30/1997 19,112 20,103 5/31/1997 19,667 20,814 6/30/1997 20,199 21,403 7/31/1997 21,341 22,580 8/31/1997 20,737 21,826 9/30/1997 21,434 22,595 10/31/1997 21,220 22,398 11/30/1997 21,728 22,976 12/31/1997 22,023 23,293 1/31/1998 22,267 23,579 2/28/1998 23,278 24,582 3/31/1998 24,139 25,368 4/30/1998 24,302 25,571 5/31/1998 24,223 25,405 6/30/1998 24,904 26,111 7/31/1998 24,647 25,965 8/31/1998 22,339 23,883 9/30/1998 23,107 25,024 10/31/1998 24,336 26,193 11/30/1998 25,352 27,204 12/31/1998 26,519 28,178 1/31/1999 26,922 28,964 2/28/1999 26,189 28,222 3/31/1999 26,747 28,962 4/30/1999 27,517 29,671 5/31/1999 27,082 29,146 6/30/1999 28,044 30,079 7/31/1999 27,456 29,465 8/31/1999 27,284 29,371 9/30/1999 26,938 29,024 10/31/1999 27,980 30,168 11/30/1999 28,159 30,536 12/31/1999 28,933 31,556 1/31/2000 27,851 30,562 2/29/2000 27,472 30,363 3/31/2000 29,451 32,306 4/30/2000 29,015 31,686 5/31/2000 28,763 31,290 6/30/2000 29,284 32,013 7/31/2000 29,127 31,830 8/31/2000 30,459 33,202 9/30/2000 29,519 32,233 10/31/2000 29,672 32,236 11/30/2000 28,419 30,924 12/31/2000 28,940 31,246 1/31/2001 29,667 32,114 2/28/2001 28,264 30,470 3/31/2001 27,181 29,373 4/30/2001 28,700 30,692 5/31/2001 28,890 30,888 6/30/2001 28,439 30,484 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Federal National Mortgage Assoc. 14.7% 11.7% U.S. Treasury 3.4% 3.3% General Electric Co. 2.6% 3.3% Pfizer, Inc. 2.6% 0.6% Microsoft Corp. 2.4% 3.6% Citigroup, Inc. 2.2% 2.4% Exxon Mobil Corp. 1.7% 1.0% AOL Time Warner, Inc. 1.5% N/A Verizon Communications 1.3% N/A International Business Machines Corp. 1.2% 1.5% Average Annual Total Returns* - ------------------------------------------------------------------------------ Managed Managed MorningStar Fund Benchmark(1) Peer Group+ ----------- ------------- ----------- YTD** -1.73% -2.44% -2.16% 1 Year -2.89 -4.78 -1.04 3 Years 4.52 5.30 4.46 5 Years 10.37 11.45 10.20 10 Years 11.02 11.49 10.95 - ------------------------------------------------------------------------------ Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ % of % of investments investments Governmental 19.9% Capital Equipment 6.6% Financial 19.3% Retail 5.6% Technology 14.5% Utility 5.5% Health Care 9.5% Energy 5.1% Consumer Cyclical 7.1% Consumer Staple 3.9% (1) The Managed Benchmark represents 50% S&P 500/50% Lehman Brothers Government/Corporate Bond from April 1986 to December 1997, then 60% S&P 500/40% Lehman Brothers Government/Corporate Bond from 1998 to April 1998, and now 60% S&P 500/40% Lehman Brothers Aggregate Bond from May 1998 to present. * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Domestic Hybrid investment category. 32 Inception: August 31, 1999 Aggressive Balanced Fund Independence Investment LLC J. Forelli/J. Leu In the second quarter, the equity market outperformed the fixed income market for the first time since the fourth quarter of 1999. Your balanced portfolio performed very well for the quarter, returning 5.30% net, outperforming its benchmark. Equities contributed the vast majority of the return and the sectors that added the most value this quarter were Technology, Financials and Consumer Non-Cyclicals. On the negative side, stock selection within Retail and Health Care detracted from performance. The Fixed Income portion of the account had a negligible return for the quarter as bond investors became fearful that aggressive interest rate cuts by the Federal Reserve might reignite inflation in 2002. The worldwide economies are clearly struggling. The U.S. will likely show negative growth in the current quarter as businesses reign in spending and investment. European economies slowed considerably this quarter and Japan appears to have entered another recession. Investors are looking past the slowdown and focusing instead on the potential rebound over the coming months. The consumer has remained quite resilient during this slowdown. The Federal Reserve has aggressively cut interest rates and consumers will be receiving tax rebate checks in the third quarter. Inflation is clearly coming down as energy prices have weakened. We continue to overweight equities in your portfolio. We believe the economy is in the process of bottoming and companies will once again grow earnings at their historical 5% to 10% rate in 2002. We favor industrial and basic material companies that will have significant leverage with a global economic recovery and falling energy prices over the coming quarters. However, investors must be patient, waiting to see tangible evidence of the economic recovery over the remainder of the year. [GRAPH] Historical Fund Return $10,000 Investment made 8/31/99 (Fund Inception Date) Aggressive Aggressive Balanced Balanced Date Fund Benchmark(1) ---- ---------- ---------- 8/31/1999 10,000 10,000 9/30/1999 9,830 9,823 10/31/1999 10,274 10,298 11/30/1999 10,383 10,455 12/17/1999 10,709 10,905 1/31/2000 10,222 10,485 2/29/2000 10,011 10,367 3/31/2000 10,876 11,162 4/30/2000 10,679 10,902 5/31/2000 10,611 10,733 6/30/2000 10,782 10,988 7/31/2000 10,730 10,884 8/31/2000 11,341 11,431 9/30/2000 10,895 10,997 10/31/2000 10,990 10,980 11/30/2000 10,417 10,376 12/31/2000 10,553 10,462 1/31/2001 10,816 10,783 2/28/2001 10,150 10,070 3/31/2001 9,632 9,603 4/30/2001 10,319 10,153 5/31/2001 10,358 10,219 6/30/2001 10,142 10,042 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ - -- % of six months ago investments % of investments Federal National Mortgage Assoc. 12.7% 4.5% General Electric Co. 4.1% 1.3% Citigroup, Inc. 3.2% 1.5% U.S. Treasury 3.1% 3.3% Microsoft Corp. 3.0% 2.2% Pfizer, Inc. 2.6% 0.3% AOL Time Warner, Inc. 2.1% N/A Exxon Mobil Corp. 2.1% 0.5% Verizon Communications 1.9% N/A International Business Machines Corp. 1.7% 0.9% Average Annual Total Returns* - ------------------------------------------------------------------------------ - -- Aggressive Aggressive MorningStar Balanced Balanced Peer Fund Benchmark(1) Group+ ------------- ------------ ------------ YTD** -3.89% -4.02% -2.16% 1 Year -6.00 -8.61 -1.04 Since Inception (8/31/99) 0.74 0.23 N/A Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ - -- % of % of investments investments Technology 18.6% Retail 7.4% Governmental 16.2% Consumer Cyclical 6.6% Financial 14.2% Energy 5.7% Health Care 10.1% Utility 4.8% Capital Equipment 7.9% Consumer Staple 4.6% (1) The benchmark represents 75% S&P 500 and 25% Lehman Brothers Aggregate Bond Index. * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Small-company investing entails special risks as outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Domestic Hybrid investment category. 33 Inception: May 1, 1996 Global Balanced Fund Capital Guardian Trust Company Management Team For the quarter ended June 30, 2001, the VST Global Balanced Fund returned 2.39%, beating the blended benchmark return (60% MSCI World/40% Salomon Brothers World Government Bond Index) of 1.08%. Our overweight position in U.S. large-cap equities was beneficial to returns. Among the asset classes we allocate to, U.S. large caps provided the best returns. Furthermore, relative performance was good for our U.S. large-cap portfolios. Overweighting emerging markets equities and underweighting non- U.S. small caps also helped returns. Hindering returns were our overweight positions in non-U.S. large caps and non-U.S. bonds. We think active stock selection will beat bond returns in the coming months and we are overweight most equity categories. Among the large-cap allocations, we favor both U.S. and non-U.S. stocks. Interest rates have come down more in the U.S. than elsewhere, and while the capitalization-weighted P/E for the S&P 500 remains high, valuations are reasonable outside the largest stocks in the index. The U.S. economy was first to slow and may be the first to regain momentum. Longer term, however, lower valuations, more room for improvement in profitability, and eventually a weaker dollar, should give non-U.S. equities an edge. Looking at fixed income, we think we are near the end of the Federal Reserve's easing cycle and we would be surprised to see the bond rally go much further. We continue to favor non-U.S. bonds over those in the U.S. While Europe has followed the U.S. in a pattern of slowing economic growth, European bonds have not rallied as much as their U.S. counterparts. Similarly, the ECB has been slow to cut short-term interest rates, resulting in Europe having higher short-term rates than the U.S. for the first time in years. Across the yield curve there seems to be more room for improvement in Europe than in the U.S. [GRAPH] Historical Fund Return $10,000 Investment made 5/1/96 (Fund Inception Date) Global Balanced Global Balanced Date Fund Composite Benchmark(1) ---- --------------- ---------------------- 5/01/1996 9,992 9,892 6/30/1996 10,055 9,940 7/31/1996 9,956 9,849 8/31/1996 10,007 9,898 9/30/1996 10,257 10,068 10/31/1996 10,315 10,085 11/30/1996 10,678 10,397 12/31/1996 10,673 10,280 1/31/1997 10,509 9,927 2/28/1997 10,624 9,986 3/31/1997 10,568 9,972 4/30/1997 10,507 9,942 5/31/1997 11,089 10,498 6/30/1997 11,433 10,909 7/31/1997 11,471 10,941 8/31/1997 10,986 10,435 9/30/1997 11,471 10,907 10/31/1997 11,127 10,460 11/30/1997 10,967 10,291 12/31/1997 10,955 10,320 1/31/1998 11,195 10,632 2/28/1998 11,630 11,136 3/31/1998 11,807 11,311 4/30/1998 11,952 11,457 5/31/1998 11,952 11,413 6/30/1998 11,914 11,439 7/31/1998 11,962 11,494 8/31/1998 11,270 10,652 9/30/1998 11,434 10,701 10/31/1998 12,220 11,596 11/30/1998 12,442 11,898 12/31/1998 12,925 12,314 1/31/1999 12,913 12,250 2/28/1999 12,390 11,901 3/31/1999 12,557 12,234 4/30/1999 12,777 12,571 5/31/1999 12,313 12,072 6/30/1999 12,412 12,279 7/31/1999 12,784 12,662 8/31/1999 12,771 12,716 9/30/1999 12,780 12,890 10/31/1999 12,911 13,211 11/30/1999 12,991 13,450 12/31/1999 13,586 14,251 1/31/2000 12,794 13,540 2/29/2000 12,819 13,718 3/31/2000 13,194 14,254 4/30/2000 12,656 13,557 5/31/2000 12,722 13,373 6/30/2000 12,990 13,781 7/31/2000 12,724 13,448 8/31/2000 12,891 13,699 9/30/2000 12,570 13,216 10/31/2000 12,497 13,014 11/30/2000 11,946 12,645 12/31/2000 12,352 12,949 1/31/2001 12,722 13,093 2/28/2001 12,056 12,428 3/31/2001 11,553 11,797 4/30/2001 12,268 12,305 5/31/2001 12,111 12,198 6/30/2001 11,830 11,925 6/30/2001 11,830 11,925 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments U.S. Treasury 10.2% N/A Netherlands Government 6.7% N/A Federal Republic of Germany 3.3% 1.9% Federal National Mortgage Assoc. 2.5% N/A AstraZeneca Group PLC 2.1% 0.3% Government of Japan 1.9% 5.6% Kingdom of Spain 1.7% N/A Nokia Oyj 1.4% 0.9% International-American Development Band 1.3% N/A Asian Development Bank 1.2% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------ Global Balanced Global Balanced MorningStar Fund Composite Benchmark(1) Peer Group+ --------------- ---------------------- ---------- - - YTD** -4.23% -7.91% -6.01% 1 Year -8.93 -13.47 -5.84 3 Years -0.24 1.40 0.97 5 Years 3.30 3.71 6.19 Since Inception (5/01/96) 3.31 3.47 N/A Top Ten Countries (as of June 30, 2001) - ------------------------------------------------------------------------------ % of %of investments investments United States 45.9% Germany 4.4% Japan 9.3% France 3.0% Netherlands 8.8% Canada 2.8% Supra National 7.1% Switzerland 2.4% United Kingdom 6.5% Australia 2.1% (1) International Balanced Composite Index: 65% Morgan Stanley Capital International World Index Excluding US, and 35% Salomon Brothers Non-US Govt. Bond Index, unhedged, May 1996 to April 2000, 65% MSCI World / 35% Salomon Brothers World Government Bond, Unhedged, May 2000 to October 2000 and 60% MSCI World / 40% Salomon Brothers World Government Bond, Unhedged, November 2000 to present * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities, including investment in initial public offerings, that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. There are special risks associated with international investing including currency fluctuations, political and economic instability, foreign taxation and different accounting standards, as outlined in the current prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for the sub- accounts of all variable annuity and life products within the Morningstar variable universe having a 60% World Stock, Large Cap, 10% General Bond Intermediate category and a 30% weighting of the International Bond category. Prior to May 2000 (concurrent with the Fund's strategy change), the peer group represents the International Hybrid investment category. 34 Inception: May 1, 1994 Short-Term Bond Fund Independence Investment LLC Jay Leu The 2nd quarter was certainly very transitional in nature. Early in the quarter, the Fed's easing was the market's primary driver. However, a surprise sudden weakening in economic indicators coupled with severe negative earnings announcements led to widespread questioning of the "V" shaped recovery and an aggressive response from the Federal Reserve in the form of an additional 125 basis point reduction in the funds rate. The Investment Grade Corporate sector posted excellent performance again during the quarter, making year to date performance for Corporate bonds one of the best periods in recent memory. Investors have responded positively to the generous yield levels available in the sector, allowing yield spreads to tighten in the face of record issuance. The Lehman 1-3 year Credit index outperformed comparable maturity Treasuries by 44 basis points over the quarter. Initially, industrial and finance issues both outperformed, but the former posted a stronger finish as investors clamored for higher yielding, more cyclical issues later in the quarter. The fund posted a total return of 1.38% during the quarter, marginally underperforming its benchmark, which returned 1.45% for the period. The slight lag was a function of the portfolio's exposure to other high quality spread sectors, which posted lower outperformance versus Treasuries for the period. Additionally, the portfolio's lower rated holdings are in the more defensive sectors such as energy, consumer non-cyclical and healthcare, which underperformed the more cyclical issues during the quarter. Securities that posted the best performance include: Gulf Canada, Lehman Brothers, First Union, Household International, Citicorp, Tenet Healthcare, Philip Morris and HCA Inc. Spread sectors will likely moderately outperform for the balance of the year. It seems likely that the manic buying and tightening activity (particularly in Corporates) has largely abated. Most of the prospective outperformance will come from "coupon clipping". Defensive sectors will likely lead performance, particularly if growth does not rebound as quickly as the market expects. [GRAPH] Historical Fund Return $10,000 Investment made 5/1/94 (Fund Inception Date) Short-Term Short-Term Date Bond Fund Bond Benckmark (1) ---- ---------- -------------------- 5/1/1994 10,000 10,000 5/31/1994 9,995 10,013 6/30/1994 10,010 10,032 7/31/1994 10,109 10,137 8/31/1994 10,125 10,171 9/30/1994 10,076 10,117 10/31/1994 10,074 10,129 11/30/1994 10,030 10,074 12/31/1994 10,030 10,102 1/31/1995 10,168 10,258 2/28/1995 10,327 10,431 3/31/1995 10,366 10,489 4/30/1995 10,467 10,597 5/31/1995 10,691 10,844 6/30/1995 10,772 10,908 7/31/1995 10,776 10,935 8/31/1995 10,844 11,011 9/30/1995 10,889 11,072 10/31/1995 10,992 11,181 11/30/1995 11,094 11,300 12/31/1995 11,185 11,400 1/31/1996 11,277 11,502 2/29/1996 11,185 11,420 3/31/1996 11,145 11,385 4/30/1996 11,118 11,374 5/31/1996 11,126 11,381 6/30/1996 11,210 11,476 7/31/1996 11,242 11,516 8/31/1996 11,261 11,544 9/30/1996 11,394 11,669 10/31/1996 11,526 11,827 11/30/1996 11,612 11,940 12/31/1996 11,594 11,910 1/31/1997 11,646 11,964 2/28/1997 11,659 11,983 3/31/1997 11,633 11,954 4/30/1997 11,731 12,068 5/31/1997 11,810 12,154 6/30/1997 11,891 12,248 7/31/1997 12,055 12,426 8/31/1997 12,036 12,408 9/30/1997 12,143 12,522 10/31/1997 12,241 12,636 11/30/1997 12,242 12,663 12/31/1997 12,330 12,758 1/31/1998 12,463 12,906 2/28/1998 12,462 12,903 3/31/1998 12,509 12,952 4/30/1998 12,565 13,013 5/31/1998 12,624 13,089 6/30/1998 12,678 13,155 7/31/1998 12,734 13,216 8/31/1998 12,868 13,339 9/30/1998 13,004 13,523 10/31/1998 12,993 13,554 11/30/1998 13,023 13,591 12/31/1998 13,053 13,645 1/31/1999 13,078 13,721 2/28/1999 13,037 13,673 3/31/1999 13,110 13,781 4/30/1999 13,151 13,841 5/31/1999 13,122 13,824 6/30/1999 13,159 13,867 7/31/1999 13,187 13,896 8/31/1999 13,230 13,927 9/30/1999 13,326 14,028 10/31/1999 13,367 14,079 11/30/1999 13,411 14,120 12/31/1999 13,435 14,139 1/31/2000 13,440 14,146 2/29/2000 13,524 14,248 3/31/2000 13,595 14,318 4/30/2000 13,634 14,329 5/31/2000 13,683 14,380 6/30/2000 13,839 14,536 7/31/2000 13,924 14,629 8/31/2000 14,027 14,741 9/30/2000 14,153 14,856 10/31/2000 14,186 14,936 11/30/2000 14,333 15,081 12/31/2000 14,505 15,266 1/31/2001 14,704 15,501 2/28/2001 14,826 15,625 3/31/2001 14,934 15,753 4/30/2001 14,980 15,809 5/31/2001 15,065 15,918 6/30/2001 15,124 15,983 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Federal National Mortgage Assoc. 20.6% 2.8% U.S. Treasury 13.6% 1.9% Quebec Province Canada 3.6% N/A Premier Auto Trust 3.1% N/A General Electric Capital Corp. 3.1% N/A Province of Ontario 2.9% N/A Ford Motor Credit Co. 2.4% 1.4% Ford Credit Auto Owner Trust 2.4% N/A Residential Funding and Mortgage Sec. 2.2% N/A Household Finance Corp. 1.9% 0.9% Average Annual Total Returns* - ------------------------------------------------------------------------------ Short-Term Short-Term MorningStar Bond Fund Bond Benchmark(1) Peer Group+ --------------- --------------------- ----------- YTD** 4.23% 4.69% 3.50% 1 Year 9.26 9.95 8.40 3 Years 6.05 6.70 5.45 5 Years 6.17 6.85 6.51 Since Inception (5/1/94) 5.94 6.76 N/A Fund Composition (as of June 30, 2001) - ------------------------------------------------------------------------------ Credit Quality Duration Short Term 4.64% (less than) 1 Year 33.27% AAA 48.91% 1-3 Years 52.35% AA 5.79% 3-5 Years 13.97% A 26.19% 5-10 Years .41% BBB 13.71% BB .76% (1) Short-Term Bond Index represents the Merrill Lynch 1-5 year Government Bond from May 1994 to April 1998, 65% Lehman Brothers 1- 3 year Credit Bond. 35% Lehman Brothers 1-3 year Government Index, May 1998 to present. * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Short-Term Bond Investment category. Prior to May 1998 (concurrent with the Fund's strategy change), the peer group represents the Short Term Government Bond category. 35 Inception: May 1, 1998 Bond Index Fund Mellon Bond Associates, LLP Gregory Curran The fund continues to meet its investment objective of matching the performance of the benchmark index. The benchmark includes U.S. dollar-based, fixed-coupon debt from the U.S. Government, its agencies, including mortgage backed securities, and investment-grade credit securities. Performance net of fees for the portfolio was 0.45% for the second quarter, 10.98% for the year ending June and 6.06% (annualized) since inception in May 1998. Corresponding returns for the benchmark(/1/) were 0.56%, 11.29% and 6.40%. The fund uses a representative sample of issues selected through proprietary quantitative techniques. Selected issues have the best risk-adjusted expected return and, as a group, match the characteristics of the 6,400 issues in the Index including price sensitivity, sector, industry, coupon, and credit quality exposures. An indexed portfolio typically eliminates many risks associated with active management and has lower fees and expenses. The benchmark conversion from the Lehman Government Credit Index to the Lehman Aggregate Index occurred during the first quarter and was fine tuned in the second quarter. The Aggregate Index outperformed the Government Credit Index by 26 basis points (0.26%) this quarter while taking on less interest rate and credit risk. The effective duration of the Aggregate Index was 4.75 at quarter end while the Government Credit Index was 5.47. The inclusion of mortgage backed securities in the Aggregate Index results in a lower effective duration because mortgage holders have the option to prepay their mortgages, either because they refinance, move or simply pay off the loan. This prepayment is passed on to investors in the form of returned principal, causing the average maturity to be shorter than the typical 15 year or 30 year final maturity. Historical Fund Return [GRAPH] $10,000 Investment made 5/1/98 (Fund Inception Date) Date Bond Index Fund Bond Index Benchmark(1) ---- --------------- ----------------------- 5/01/1998 10,000 10,000 5/31/1998 10,102 10,107 6/30/1998 10,211 10,210 7/31/1998 10,220 10,218 8/31/1998 10,461 10,418 9/30/1998 10,757 10,715 10/31/1998 10,689 10,639 11/30/1998 10,703 10,703 12/31/1998 10,720 10,729 1/31/1999 10,795 10,805 2/28/1999 10,521 10,548 3/31/1999 10,584 10,601 4/30/1999 10,609 10,627 5/31/1999 10,485 10,518 6/30/1999 10,450 10,485 7/31/1999 10,420 10,456 8/31/1999 10,414 10,447 9/30/1999 10,497 10,541 10/31/1999 10,514 10,569 11/30/1999 10,513 10,562 12/31/1999 10,445 10,498 1/31/2000 10,425 10,495 2/29/2000 10,551 10,626 3/31/2000 10,713 10,779 4/30/2000 10,666 10,726 5/31/2000 10,640 10,717 6/30/2000 10,855 10,935 7/31/2000 10,957 11,051 8/31/2000 11,123 11,207 9/30/2000 11,165 11,250 10/31/2000 11,245 11,320 11/30/2000 11,445 11,514 12/31/2000 11,678 11,741 1/31/2001 11,840 11,938 2/28/2001 11,942 12,042 3/31/2001 11,993 12,102 4/30/2001 11,938 12,051 5/31/2001 12,008 12,124 6/30/2001 12,047 12,170 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments U.S. Treasury 24.0% 27.7% Federal National Mortgage Assoc. 18.2% 2.9% Federal Home Loan Mortgage Corp. 17.0% 3.7% Government National Mortgage Assoc. 8.1% N/A Federal Home Loan Bank 2.5% 0.4% Morgan Stanley Capital, Inc. 1.5% N/A General Motors Acceptance Corp. 1.0% 0.5% Associates Corp. of North America 0.9% N/A Federal Home Loan Bank Discount Note 0.8% N/A Province of Ontario 0.6% 0.3% Average Annual Total Returns* - ------------------------------------------------------------------------------ Bond Index Bond Index MorningStar Fund Benchmark(1) Peer Group+ ----------- ------------ ----------- YTD** 3.16% 3.65% 3.17% 1 Year 10.98 11.29 8.66 3 Years 5.67 6.03 4.75 Since Inception (5/1/98) 6.06 6.40 N/A Fund Composition (as of June 30, 2001) - ------------------------------------------------------------------------------ Credit Quality Duration Short Term 0.50% less than 1 Year 4.50% AAA 75.00% 1-3 Years 12.40% AA 6.40% 3-5 Years 17.80% A 10.10% 5-10 Years 49.80% BBB 8.00% greater than 10 Years 15.50% (1) The benchmark is the Lehman Government Credit Index from May 1998 through January 2001, linked to the Lehman Aggregate Index from February 2001 going forward. * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Small-company investing entails special risks as outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data are as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a General Bond Intermediate High Quality investment category. 36 Inception: March 29, 1986 Active Bond Fund John Hancock Advisers, Inc. James Ho During the quarter, the portfolio gained 0.93%, outperforming the Lehman Aggregate Index at 0.56% by 37 basis points. The portfolio's overweight position in investment grade corporate bonds and underweight position in Treasuries relative to the index added to performance results during the quarter. As high yield bonds were the worst performing sector during the period, the portfolio's overweight position relative to the index detracted from performance results. Year-to-date, however, the portfolio's overweighting in high yield bonds has added to performance results. In the near-term, we will continue to maintain above average liquidity in the portfolio, with an overweight position in better quality, more defensive names. Very recently, we've included some of the economically sensitive sectors, such as autos and financials, though the move has not been a dramatic one. We will maintain our slightly shorter duration position, as we expect the yield curve to flatten as the economy improves. We'll continue to look for attractive values among lower-rated investment grade issues. Our slight underweighting in mortgage securities is likely to remain constant, and we are beginning to emphasize more defensive securities with higher coupons of between 7% and 7.5%. We have increased our emerging market position slightly and continue to look closely at this sector as it may present opportunities in the near-term, especially if the U.S. economy rebounds. [GRAPH] Historical Fund Return $10,000 Investment made 7/1/91 (10-Year Period) Date Active Bond Fund Active Bond Benchmark(1) ---- ---------------- ------------------------ 7/1/1991 10,000 10,000 7/31/1991 10,107 10,126 8/31/1991 10,337 10,359 9/30/1991 10,547 10,575 10/31/1991 10,650 10,670 11/30/1991 10,739 10,776 12/31/1991 11,074 11,139 1/31/1992 10,967 10,975 2/29/1992 10,996 11,033 3/31/1992 10,968 10,972 4/30/1992 11,039 11,038 5/31/1992 11,223 11,252 6/30/1992 11,369 11,417 7/31/1992 11,643 11,710 8/31/1992 11,770 11,814 9/30/1992 11,928 11,975 10/31/1992 11,783 11,791 11/30/1992 11,746 11,781 12/31/1992 11,923 11,983 1/31/1993 12,136 12,245 2/28/1993 12,388 12,499 3/31/1993 12,456 12,542 4/30/1993 12,534 12,638 5/31/1993 12,527 12,632 6/30/1993 12,784 12,919 7/31/1993 12,892 13,001 8/31/1993 13,165 13,300 9/30/1993 13,230 13,347 10/31/1993 13,244 13,402 11/30/1993 13,144 13,250 12/31/1993 13,206 13,309 1/31/1994 13,398 13,508 2/28/1994 13,153 13,214 3/31/1994 12,873 12,890 4/30/1994 12,759 12,783 5/31/1994 12,737 12,760 6/30/1994 12,724 12,731 7/31/1994 12,930 12,985 8/31/1994 12,961 12,990 9/30/1994 12,810 12,794 10/31/1994 12,789 12,780 11/30/1994 12,765 12,757 12/31/1994 12,867 12,841 1/31/1995 13,112 13,088 2/28/1995 13,425 13,392 3/31/1995 13,530 13,481 4/30/1995 13,726 13,669 5/31/1995 14,317 14,241 6/30/1995 14,439 14,355 7/31/1995 14,377 14,299 8/31/1995 14,543 14,482 9/30/1995 14,689 14,630 10/31/1995 14,928 14,845 11/30/1995 15,152 15,090 12/31/1995 15,382 15,312 1/31/1996 15,473 15,407 2/29/1996 15,175 15,080 3/31/1996 15,083 14,954 4/30/1996 15,006 14,850 5/31/1996 15,003 14,825 6/30/1996 15,155 15,024 7/31/1996 15,203 15,058 8/31/1996 15,214 15,022 9/30/1996 15,490 15,290 10/31/1996 15,819 15,646 11/30/1996 16,067 15,934 12/31/1996 16,013 15,757 1/31/1997 16,073 15,776 2/28/1997 16,149 15,809 3/31/1997 15,978 15,621 4/30/1997 16,196 15,849 5/31/1997 16,378 15,996 6/30/1997 16,593 16,188 7/31/1997 17,090 16,684 8/31/1997 16,923 16,497 9/30/1997 17,197 16,756 10/31/1997 17,345 17,024 11/30/1997 17,441 17,114 12/31/1997 17,632 17,294 1/31/1998 17,874 17,538 2/28/1998 17,859 17,503 3/31/1998 17,960 17,557 4/30/1998 18,047 17,645 5/31/1998 18,208 17,833 6/30/1998 18,382 18,015 7/31/1998 18,417 18,030 8/31/1998 18,598 18,381 9/30/1998 19,024 18,907 10/31/1998 18,846 18,773 11/30/1998 19,027 18,885 12/31/1998 19,084 18,931 1/31/1999 19,259 19,065 2/28/1999 18,864 18,611 3/31/1999 18,999 18,704 4/30/1999 19,058 18,751 5/31/1999 18,852 18,558 6/30/1999 18,805 18,501 7/31/1999 18,767 18,449 8/31/1999 18,730 18,434 9/30/1999 18,897 18,600 10/31/1999 18,935 18,669 11/30/1999 19,002 18,667 12/31/1999 18,904 18,577 1/31/2000 18,825 18,516 2/29/2000 19,037 18,740 3/31/2000 19,229 18,987 4/30/2000 19,155 18,932 5/31/2000 19,138 18,923 6/30/2000 19,540 19,316 7/31/2000 19,696 19,492 8/31/2000 19,995 19,775 9/30/2000 20,107 19,899 10/31/2000 20,214 20,031 11/30/2000 20,483 20,359 12/31/2000 20,880 20,738 1/31/2001 21,222 21,076 2/28/2001 21,398 21,259 3/31/2001 21,497 21,366 4/30/2001 21,421 21,276 5/31/2001 21,569 21,404 6/30/2001 21,636 21,485 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ - -- % of six months ago investments % of investments Government National Mortgage Assoc. 17.6% 21.5% Federal National Mortgage Assoc. 13.7% 10.2% U.S. Treasury 7.8% 17.9% Amresco Residential Securities 1.0% 1.0% GMAC Commercial Mortgage Securities, Inc. 1.0% 1.3% UCFC Home Equity Loan 0.9% 1.5% Household Financial Corp. 0.9% N/A Cleveland Electric Illuminating Co. 0.8% 0.8% New York Life Insurance Co. 0.7% 0.7% CSC Holdings, Inc. 0.7% 0.3% Average Annual Total Returns* - ---------------------------------------------------------------------------- Active Bond Active Bond MoringStar Fund Benchmark(1) Peer Group+ ------------ ------------ ----------- YTD** 3.63% 3.60% 3.17% 1 Year 10.73 11.23 8.66 3 Years 5.58 6.05 4.75 5 Years 7.38 7.42 6.55 10 Years 8.02 7.75 7.65 Fund Composition (as of June 30, 2001) - ---------------------------------------------------------------------------- Credit Quality Duration Short Term 5.90% less than 1 Year 7.10% AAA 43.70% 1-3 Years 5.50% AA 4.10% 3-5 Years 26.20% A 11.40% 5-10 Years 44.40% BBB 23.20% greater than 10 Years 16.80% BB 7.60% B 3.20% NR/NA .90% (1) The Active Bond Benchmark represents the Lehman Brothers Government/Corporate Bond Index from April 1986 to September 1999 and Lehman Brothers Aggregate Bond Index from October 1999 to present. * Total returns are for the period ended June 30, 2001, returns represent past performance, assume reinvestment of all distributions, and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having an Intermediate Term Bond investment category. 37 Inception: June 30, 2000 Active Bond II Fund (Formerly Core Bond Fund) John Hancock Advisers, Inc. James Ho Effective January 1, 2001 John Hancock Advisors. Inc. assumed management of the Fund. During the quarter the portfolio gained 0.46%, underperforming the Lehman Aggregate Index at 0.56% by 10 basis points. The portfolio's overweight position in investment grade corporate bonds and underweight position in Treasuries relative to the index added to performance results during the quarter. As high yield bonds were the worst performing sector during the period, the portfolio's overweight position relative to the index detracted from performance results. Year-to-date, however the portfolio's overweighting in high yield bonds has added to performance results. In the near-term, we will continue to maintain above average liquidity in the portfolio, with an overweight position in better quality, more defensive names. Very recently, we've included some of the economically sensitive sectors, such as autos and financials, though the move has not been a dramatic one. We will maintain our slightly shorter duration position, as we expect the yield curve to flatten as the economy improves. We'll continue to look for attractive values among lower-rated investment grade issues. Our slight underweighting in mortgage securities is likely to remain constant, and we are beginning to emphasize more defensive securities with higher coupons of between 7% and 7.5%. We have increased our emerging market position slightly and continue to look closely at this sector as it may present opportunities in the near-term, especially if the U.S. economy rebounds. [GRAPH] Historical Fund Return $10,000 Investment made 6/30/00 (Fund Inception Date) Lehman Brothers Active Bond II Aggregate Date Fund Bond Index ---- ----------- --------------- 6/30/2000 10,000 10,000 10,076 10,091 10,214 10,237 10,278 10,302 10,339 10,370 10,511 10,540 12/31/2000 10,700 10,736 10,891 10,911 10,960 11,006 11,008 11,061 10,952 11,014 11,020 11,080 6/30/2001 11,046 11,123 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Federal National Mortgage Assoc. 24.8% 33.2% U.S. Treasury 11.9% 13.6% Government National Mortgage Assoc. 9.3% 6.7% Federal Home Loan Mortgage Corp. 4.3% 3.3% Target Corp. 1.7% 1.7% General Motors Acceptance Corp. 1.7% 1.7% United Airlines 1.7% 1.7% TOSCO Corp. 1.7% 1.7% General Electric Capital Corp. 1.7% 1.7% International Speedway Corp. 1.7% 1.7% Average Annual Total Returns* - ------------------------------------------------------------------------------ Active Bond II Lehman Brothers MorningStar Fund Aggregate Bond Peer Group+ -------------- --------------- ---------- YTD** 3.24% 3.60% 3.17% 1 Year 10.46 11.23 8.66 Since Inception (6/30/00) 10.46 11.23 N/A Fund Composition (as of June 30, 2001) - ------------------------------------------------------------------------------ Credit Quality Duration Short Term 7.20% less than 1 Year 7.20% AAA 52.90% 1-3 Years 12.20% AA 2.80% 3-5 Years 25.40% A 12.00% 5-10 Years 42.30% BBB 19.10% greater than 10 Years 12.90% BB 3.30% B 2.40% NR/NA .30% * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a Intermediate Term Bond investment category. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having an Intermediate-Term Bond investment category. 38 Inception: May 1, 1998 High Yield Bond Fund Wellington Management Company, LLP Crawford/Smith/McEvoy During the quarter, the Fund decreased -2.9% compared to a -2.3% return of the Lehman High Yield Index. For the first half of the year, the return on the Fund has been 5.33%, compared to the 3.93% return of the Lehman HY Index. The high yield market had an unusual quarter. The Lehman HY Index had a return of -2.3%, trailing the 0.6% return of the Lehman Aggregate (a proxy for investment grade bonds). Yet, while underperforming, the spread of the high yield market still tightened from 763 basis points to 730 basis points over the 10 year US Treasury during the quarter. This phenomenon resulted, in large part, because of the high amount of defaults during the quarter. A high yield issue is removed from the Lehman HY index when it defaults, often reducing the yield of the index since the issue was most likely distressed in the previous months. A period of high defaults can cause the removal of many high-yielding issues, reducing the yield of the market, but not delivering a commensurate return. During the quarter, holdings in 4 issuers defaulted. We continue to hold the securities of these companies based on current depressed valuations, but with a preference of minimizing non-paying securities. The second quarter of 2001 saw higher-quality high yield bonds get back to outperforming lower quality high yield bonds by a large margin. Within high yield, lower quality ("B-rated") issues underperformed higher quality bonds ("BB-rated") for the quarter. As we look ahead, our strategy remains the same. We will continue to adhere to our long-running preference for issuers that have recurring revenue from repeat customers. To that end, telecommunications and cable continue to be two of the largest industry weightings in the Fund. [GRAPH] Historical Fund Return $10,000 Investment made 5/1/98 (Fund Inception Date) Lehman Brothers High Yield Date High-Yield Bond Fund Bond Index ---- -------------------- --------------- 5/1/1998 10,000 10,000 5/31/1998 9,987 10,035 6/30/1998 10,028 10,071 7/31/1998 10,075 10,129 8/31/1998 9,309 9,569 9/30/1998 9,280 9,612 10/31/1998 9,120 9,415 11/30/1998 9,802 9,806 12/31/1998 9,702 9,817 1/31/1999 9,875 9,962 2/28/1999 9,884 9,903 3/31/1999 10,061 9,998 4/30/1999 10,214 10,192 5/31/1999 9,992 10,054 6/30/1999 9,989 10,033 7/31/1999 9,993 10,073 8/31/1999 9,924 9,961 9/30/1999 9,874 9,889 10/31/1999 9,806 9,824 11/30/1999 10,089 9,940 12/31/1999 10,200 10,051 1/31/2000 10,132 10,008 2/29/2000 10,123 10,027 3/31/2000 9,876 9,817 4/30/2000 9,945 9,832 5/31/2000 9,777 9,731 6/30/2000 10,006 9,930 7/31/2000 10,121 10,005 8/31/2000 10,203 10,073 9/30/2000 9,974 9,985 10/31/2000 9,578 9,666 11/30/2000 9,016 9,283 12/31/2000 9,097 9,462 1/31/2001 9,829 10,171 2/28/2001 10,014 10,306 3/31/2001 9,866 10,063 4/30/2001 9,755 9,938 5/31/2001 9,951 10,117 6/30/2001 9,582 9,834 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Allied Waste North America 2.0% N/A Charter Communications Holdings, LLC 1.9% 0.8% Nextel Communications, Inc. 1.9% 1.4% Time Warner Telecom, Inc. 1.9% N/A Calpine Corp. 1.9% N/A EchoStar DBS Corp. 1.9% 1.0% Amkor Technologies, Inc. 1.8% N/A Fairchild Semiconductor Corp. 1.7% 0.9% Alaris Medical Systems, Inc. 1.6% N/A Global Crossing Holdings, Ltd. 1.6% 0.3% Average Annual Total Returns* - ------------------------------------------------------------------------------ High Yield L/B High- Yield MorningStar Bond Fund Bond Index Peer Group+ ------------ ---------------- ----------- - - YTD** 5.33% 3.93% 1.35% 1 Year -4.25 -0.96 -4.14 3 Years -1.51 -0.79 -2.32 Since Inception (5/1/98) -1.34 -0.53 N/A Fund Composition (as of June 30, 2001) - ------------------------------------------------------------------------------ Credit Quality Duration Short Term 2.99% less than 1 Year 2.99% BBB 1.01% 1-3 Years 3.61% BB 27.86% 3-5 Years 9.55% B 58.70% 5-10 Years 81.76% Below B 8.80% greater than 10 Years 1.81% NR/NA .64% Equity/Other 0.28% * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Small-company investing entails special risks as outlined in the prospectus. The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a High Yield investment category. 39 Inception: May 1, 1996 Global Bond Fund Capital Guardian Trust Company Management Team For the quarter ended June 30, 2001, the Global Bond Fund returned (1.59%), which was slightly below the Salomon Brothers World Government Bond Index return of (1.57%). Overall, significant spread tightening in credit markets in April and much of May helped relative performance, though government bonds were a drag on absolute returns. We remained overweight in European bonds, which hurt returns, though we hedged some of our euro exposure as the common currency continued to weaken. In Japan, our underweight detracted from performance as yields fell further. We began adding mortgage-backed securities in the United States when the diminishing risk of mortgage prepayments made this area attractive as rates fell. High-grade as well as high-yield spreads narrowed after investors anticipated improving corporate profitability in the next six to nine months. A spate of negative earnings preannouncements from technology companies in May and June, however, caused corporates to give back some of their earlier gains. With the Federal Reserve well into its easing cycle and rebates hitting U.S. taxpayers' mailboxes this summer, we believe government yields have entered a bottoming phase and we will begin to see economic activity improve. We do not anticipate maintaining our underweight position on the euro for long as higher real yields in Europe should eventually favor euro-denominated assets over dollar-denominated assets. In Japan, we still see very little upside, with 10- year yields hovering around 1.20% and overnight rates essentially at zero. As the U.S. and European economies begin to establish a bottom and investors anticipate longer-term recoveries, we believe mortgage-backed securities in the United States will outperform, as will U.S. and European corporates. Even with the most recent pull-back in the corporate sector, we believe this area still offers the most value and upside potential for investors. [GRAPH] Historical Fund Return $10,000 Investment made 5/1/96 (Fund Inception Date) Global Bond Global Bond Date Fund Benchmark (1) ---- ----------- ------------- 5/01/1996 10,000 10,000 5/31/1996 9,983 10,002 6/30/1996 10,068 10,123 7/31/1996 10,103 10,163 8/31/1996 10,112 10,184 9/30/1996 10,297 10,371 10/31/1996 10,490 10,587 11/30/1996 10,674 10,775 12/31/1996 10,671 10,704 01/31/1997 10,723 10,763 02/28/1997 10,755 10,801 03/31/1997 10,634 10,697 04/30/1997 10,761 10,847 05/31/1997 10,871 10,938 06/30/1997 11,021 11,082 07/31/1997 11,262 11,351 08/31/1997 11,194 11,281 09/30/1997 11,396 11,456 10/31/1997 11,459 11,599 11/30/1997 11,518 11,661 12/31/1997 11,638 11,787 01/31/1998 11,775 11,939 02/28/1998 11,795 11,958 03/31/1998 11,844 12,015 04/30/1998 11,899 12,078 05/31/1998 12,012 12,206 06/30/1998 12,101 12,296 07/31/1998 12,133 12,344 08/31/1998 12,316 12,556 09/30/1998 12,624 12,852 10/31/1998 12,539 12,796 11/30/1998 12,640 12,886 12/31/1998 12,703 12,910 01/31/1999 12,812 13,019 02/28/1999 12,564 12,826 03/31/1999 12,668 12,917 04/30/1999 12,705 12,990 05/31/1999 12,578 12,912 06/30/1999 12,447 12,766 07/31/1999 12,562 12,739 08/31/1999 12,512 12,753 09/30/1999 12,436 12,818 10/31/1999 12,430 12,844 11/30/1999 12,455 12,887 12/31/1999 12,429 12,889 01/31/2000 12,395 12,899 02/29/2000 12,497 13,029 03/31/2000 12,674 13,245 04/30/2000 12,671 13,279 05/31/2000 12,739 13,357 06/30/2000 12,828 13,473 07/31/2000 12,903 13,575 08/31/2000 12,937 13,638 09/30/2000 13,005 13,717 10/31/2000 13,113 13,832 11/30/2000 13,320 14,107 12/31/2000 13,920 14,613 01/31/2001 13,913 14,594 02/28/2001 13,915 14,588 03/31/2001 13,483 14,168 04/30/2001 13,457 14,117 05/31/2001 13,357 14,074 06/30/2001 13,269 13,945 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments U.S. Treasury 10.8% 16.7% Federal Republic of Germany 9.7% 1.5% Federal National Mortgage Assoc. 9.3% 8.8% Government of Japan 6.6% 8.1% Government of France 4.8% 18.8% Republic of Finland 4.8% N/A Bundesrepublic Deutschland 3.9% 2.1% European Investment Bank 3.8% 2.3% Kingdom of Spain 3.6% N/A Kingdom of Netherlands 2.8% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------ Global Bond Global Bond MorningStar Fund Benchmark(1) Peer Group+ ------------- -------------- ------------ YTD** -4.68% -4.57% 0.06% 1 Year 3.44 3.50 5.24 3 Years 3.12 4.28 2.94 5 Years 5.68 6.62 5.20 Since Inception (5/1/96) 5.63 6.65 N/A Fund Composition (as of June 30, 2001) - ------------------------------------------------------------------------------ Credit Quality Duration Short Term 4.09% less than 1 Year 6.24% AAA 17.69% 1-3 Years 11.99% A .87% 3-5 Years 27.01% BBB 4.03% 5-10 Years 53.75% B 1.52% greater than 10 Years Foreign Currency 71.80% (1) Global Bond Benchmark: 75% Lehman Brothers Aggregate Bond and 25% J.P. Morgan Non-US Government Bond Index, Hedged, from May 1996 to April 1999, the J.P. Morgan Global Bond Index (Hedged), May 1999 to October 2000, and the Salomon Brothers World Government Bond Index, Unhedged, November 2000 to present. * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." Investment returns and principal value of fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. There are special risks associated with international investing including currency fluctuations, political and economic instability, foreign taxation and different accounting standards, as outlined in the current prospectus. The performance of the fund on this page is reported net of Trust level changes (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. + Source: MorningStar, Inc. Data as of 6/30/01. Although gathered from reliable sources, data completeness and accuracy cannot be guaranteed. Represents an average annual total return for all variable annuity and life sub-accounts within the Morningstar variable universe having a 75% International Bond and 25% General Bond Intermediate category. Prior to November 2000, General Bond Intermediate High Quality investment style and an International Bond investment style. The peer group represents a 35% weighting of the General Bond Intermediate High Quality category and a 65% weighting of the International Bond category. Prior to May 1999 (concurrent with the Fund's strategy change), the peer group represents a 75% weighting of the General Bond Intermediate High Quality category and a 25% weighting of the International Bond category. 40 Inception: March 29, 1986 Money Market Fund Wellington Management Company, LLP John C. Keogh Effective May 1, 2001, Wellington Management Company, LLP assumed management of the Fund. Since we began managing the John Hancock Money Market Fund on May 1, 2001, the Fund (0.7%) has performed in line with the Fund's benchmark, iMoneyNet First Tier Institutional Average, which has also gained 0.7%. Credit concerns continued to affect investment dollars as liquidity flowed away from those companies with earnings disappointments, litigation, and management miscues. Corporate management has strategically shifted its borrowing from short term commercial paper and bank loans toward longer maturity debt, opting for committed capital despite the higher costs associated with long term borrowing. This is evidenced by the decline of $146 billion in commercial paper outstanding since the beginning of the year and the simultaneous surge in bond issuance. Most Money Market Mutual Funds continue to avoid the problem issuers, especially since the California utilities' commercial paper defaulted early in the year. The money market yield curve has shifted from inverted, where longer maturity yields are lower than short maturity yields, toward a positive slope. This shift reflects market consensus that we are now at or near the bottom of the Fed's easing cycle. Money Market Mutual Funds continue to attract investment flows as market interest rates declined further. Funds' yields typically lag market rates lower, offering investors opportunities to invest at attractive levels until the yields decline to market levels. The bond market is now anticipating that short term interest rates are near their cyclical bottom and bond yields have begun to rise. However, we do not foresee a turn in the Fed's policy direction for the next several months as they wait to see if these stimulative forces take hold. For this reason, we are not inclined toward a defensive interest rate posture at this time. We will continue to invest aggressively with the expectation that short term rates might still go lower and that there is little risk to the Fed changing course in the near term. [GRAPH] Historical Fund Return $10,000 Investment made 7/1/91 (10-Year Period) DATE Money Market Fund ---- ----------------- 7/1/1991 10,000 7/31/1991 10,052 8/31/1991 10,099 9/30/1991 10,145 10/31/1991 10,189 12/31/1991 10,189 1/31/1992 10,225 2/29/1992 10,255 3/31/1992 10,290 4/30/1992 10,323 5/31/1992 10,354 6/30/1992 10,389 7/31/1992 10,422 8/31/1992 10,453 9/30/1992 10,483 10/31/1992 10,502 11/30/1992 10,530 12/31/1992 10,560 1/31/1993 10,587 2/28/1993 10,612 3/31/1993 10,641 4/30/1993 10,667 5/31/1993 10,691 6/30/1993 10,720 7/31/1993 10,746 8/31/1993 10,775 9/30/1993 10,801 10/31/1993 10,826 11/30/1993 10,854 12/31/1993 10,883 1/31/1994 10,911 2/28/1994 10,936 3/31/1994 10,965 4/30/1994 10,993 5/31/1994 11,027 6/30/1994 11,063 7/31/1994 11,100 8/31/1994 11,144 9/30/1994 11,186 10/31/1994 11,225 11/30/1994 11,270 12/31/1994 11,318 1/31/1995 11,372 2/28/1995 11,422 3/31/1995 11,478 4/30/1995 11,529 5/31/1995 11,589 6/30/1995 11,643 7/31/1995 11,699 8/31/1995 11,754 9/30/1995 11,806 10/31/1995 11,862 11/30/1995 11,917 12/31/1995 11,973 1/31/1996 12,029 2/29/1996 12,079 3/31/1996 12,127 4/30/1996 12,181 5/31/1996 12,234 6/30/1996 12,282 7/31/1996 12,339 8/31/1996 12,392 9/30/1996 12,447 10/31/1996 12,502 11/30/1996 12,554 12/31/1996 12,612 1/31/1997 12,667 2/28/1997 12,718 3/31/1997 12,774 4/30/1997 12,829 5/31/1997 12,887 6/30/1997 12,944 7/31/1997 13,003 8/31/1997 13,062 9/30/1997 13,120 10/31/1997 13,180 11/30/1997 13,239 12/31/1997 13,300 1/31/1998 13,362 2/28/1998 13,417 3/31/1998 13,478 4/30/1998 13,537 5/31/1998 13,599 6/30/1998 13,659 7/31/1998 13,721 8/31/1998 13,783 9/30/1998 13,844 10/31/1998 13,905 11/30/1998 13,964 12/31/1998 14,024 1/31/1999 14,083 2/28/1999 14,134 3/31/1999 14,190 4/30/1999 14,244 5/31/1999 14,301 6/30/1999 14,356 7/31/1999 14,415 8/31/1999 14,475 9/30/1999 14,535 10/31/1999 14,599 11/30/1999 14,663 12/31/1999 14,733 1/31/2000 14,804 2/29/2000 14,870 3/31/2000 14,941 4/30/2000 15,012 5/31/2000 15,090 6/30/2000 15,168 7/31/2000 15,250 8/31/2000 15,333 9/30/2000 15,414 10/31/2000 15,495 11/30/2000 15,577 12/31/2000 15,662 1/31/2001 15,744 2/28/2001 15,813 3/31/2001 15,884 4/30/2001 15,945 5/31/2001 16,004 6/30/2001 16,058 Top Ten Holdings (as of June 30, 2001) - ------------------------------------------------------------------------------ % of six months ago investments % of investments Federal Home Loan Bank Note 7.1% N/A SBC WARBURG REPO 5.0% N/A General Electric Capital Corp. 3.8% 3.1% Branch Banking & Trust Co. 3.3% N/A Falcon Asset Securitization 3.2% N/A Federal National Mortgage Assoc. 3.2% N/A LaSalle Bank NA 3.1% N/A Merck & Co., Inc. 3.1% N/A Gannett, Inc. 3.1% N/A President & Fellows Harvard Co. 3.0% N/A Average Annual Total Returns* - ------------------------------------------------------------------------------ Money Market Fund(1) -------------- YTD** 2.51% 1 Year 5.83 3 Years 5.54 5 Years 5.51 10 Years 4.93 Top Ten Sectors (as of June 30, 2001) - ------------------------------------------------------------------------------ % of % of investments investments Financial 63.0% Capital Equipment 3.3% Government 10.3% Health Care 3.1% Consumer Staple 6.2% Retail 3.0% Rights/Warrants 5.0% Technology 0.7% Consumer Cyclical 4.9% Utility 0.7% The Money Market Fund is neither insured nor guaranteed by the U.S. Government and there is no guarantee the fund will be able to maintain a stable net asset value of $10.00/share. (1) Returns reflect extra-ordinary capital contribution of $284,471 in October 2000. * Total returns are for the period ended June 30, 2001. Returns represent past performance, assume reinvestment of all distributions and are not indicative of future performance. "Results may have been achieved during market conditions or pursuing performance opportunities that may not continue to occur in the future." The performance of the fund on this page is reported net of Trust level charges (i.e. investment management fees and operating expenses). It does not reflect expense and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product prospectus. ** Year-to-date total returns not annualized. 41 STATEMENT OF ASSETS AND LIABILITIES JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- June 30, 2001 (Unaudited) - -------------------------------------------------------------------------------- (000's Omitted) Large Cap Fundamental Aggressive Active Active Emerging International International Growth Growth Balanced Bond Bond II Markets Equity Equity Index Equity ---------- ----------- ---------- ---------- ------- -------------- ------------- ------------- ASSETS Long term investments at cost................ $ 879,877 $43,668 $19,821 $ 751,001 $6,036 $ 31,458 $172,212 $22,763 Net unrealized appreciation (depreciation) of investments............ (6,604) (4,054) 362 7,394 74 (5,000) (18,761) (2,759) Short-term investments at value............... 37,681 1,186 1,495 300,881 547 1,094 26,881 1,200 ---------- ------- ------- ---------- ------ -------- -------- ------- Total investments..... 910,954 40,800 21,678 1,059,276 6,657 27,552 180,332 21,204 Cash................... -- 3 -- 4,508 38 54 1 55 Foreign currency at value (cost $0, $0, $0, $0, $0, $344, $127, and $66, respectively)..... -- -- -- -- -- 345 127 60 Receivable for: Investments sold...... -- 657 135 11,436 79 88 -- 7 Interest.............. 2 -- 54 10,821 88 68 -- -- Dividends............. 180 12 14 -- -- -- 379 40 Futures contracts variation margin...... -- -- -- -- -- -- -- 10 Forward foreign currency exchange contracts sold........ -- -- -- -- -- -- 12 -- Other assets.......... -- -- -- -- -- -- 2 -- ---------- ------- ------- ---------- ------ -------- -------- ------- Total assets........... 911,136 41,472 21,881 1,086,041 6,862 28,107 180,853 21,376 ---------- ------- ------- ---------- ------ -------- -------- ------- LIABILITIES Payables for: Investments purchased. 12,491 1,114 1,497 22,293 276 353 -- 286 Futures contracts variation margin...... -- -- -- -- -- -- 11 -- Securities on loan.... 20,023 -- -- 247,041 -- -- 25,718 -- Forward foreign currency exchange contracts purchased... -- -- -- -- -- -- 30 -- Forward foreign currency exchange contracts sold........ -- -- -- -- -- 98 -- -- Other liabilities..... 740 16 6 410 3 50 -- 4 ---------- ------- ------- ---------- ------ -------- -------- ------- Total liabilities...... 33,254 1,130 1,503 269,744 279 501 25,759 290 ---------- ------- ------- ---------- ------ -------- -------- ------- Net assets............. $ 877,882 $40,342 $20,378 $ 816,297 $6,583 $ 27,606 $155,094 $21,086 ========== ======= ======= ========== ====== ======== ======== ======= Shares of beneficial interest outstanding... 53,477 4,090 2,087 86,035 635 4,252 11,557 2,519 ---------- ------- ------- ---------- ------ -------- -------- ------- Net asset value per share.................. $ 16.41 $ 9.86 $ 9.76 $ 9.49 $10.37 $ 6.49 $ 13.42 $ 8.37 ========== ======= ======= ========== ====== ======== ======== ======= Composition of net assets: Capital paid-in....... $1,050,770 $58,489 $21,445 $ 832,574 $6,409 $ 45,340 $174,948 $24,515 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions. (166,441) (14,000) (1,425) (25,862) 100 (12,675) (639) (685) Undistributed (distribution in excess of) net investment income (loss)................ 157 (93) (4) 2,191 -- 44 (426) 18 Net unrealized appreciation (depreciation) of: Investments........... (6,604) (4,054) 362 7,394 74 (5,000) (18,761) (2,759) Futures............... -- -- -- -- -- -- 9 1 Translation of assets and liabilities in foreign currencies.... -- -- -- -- -- (103) (37) (4) ---------- ------- ------- ---------- ------ -------- -------- ------- Net assets............. $ 877,882 $40,342 $20,378 $ 816,297 $6,583 $ 27,606 $155,094 $21,086 ========== ======= ======= ========== ====== ======== ======== ======= See notes to financial statements. 42 STATEMENT OF ASSETS AND LIABILITIES--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- June 30, 2001 (Unaudited) - -------------------------------------------------------------------------------- (000's Omitted) Small Cap Health Global Mid Cap Mid Cap Large Cap Large Cap Large Cap Growth Sciences Balanced Growth Blend Value Value CORE Value CORE II --------- -------- -------- --------- ------- --------- ---------- ------------- ASSETS Long term investments at cost.................... $193,543 $20,732 $28,446 $ 335,271 $20,788 $198,377 $41,072 $6,427 Net unrealized appreciation (depreciation) of investments............. 1,583 363 (1,865) (41,486) 1,715 17,417 596 137 Short-term investments at value................ 22,608 1,218 931 20,587 5 14,438 3,200 -- -------- ------- ------- --------- ------- -------- ------- ------ Total investments...... 217,734 22,313 27,512 314,372 22,508 230,232 44,868 6,564 Cash.................... -- -- -- 86 -- -- 264 29 Receivable for: Investments sold....... 1,582 41 525 334 86 1,305 -- -- Interest............... 1 -- 172 -- -- 1 -- -- Dividends.............. 9 11 27 12 18 289 34 6 Futures contracts variation margin....... -- -- -- -- -- -- 7 -- Forward foreign currency exchange contracts sold......... -- -- 24 -- -- -- -- -- Other assets........... -- -- -- -- -- 1 -- -- -------- ------- ------- --------- ------- -------- ------- ------ Total assets............ 219,326 22,365 28,260 314,804 22,612 231,828 45,173 6,599 -------- ------- ------- --------- ------- -------- ------- ------ LIABILITIES Payables for: To custodian........... 300 -- 1 -- -- -- -- -- Investments purchased.. 1,596 173 111 -- -- 1,337 1,177 -- Securities on loan..... 15,318 -- -- 12,189 -- 5,765 -- -- Forward foreign currency exchange contracts purchased.... -- -- 27 -- -- -- -- -- Other liabilities...... 59 3 15 68 13 -- 9 3 -------- ------- ------- --------- ------- -------- ------- ------ Total liabilities....... 17,273 176 154 12,257 13 7,102 1,186 3 -------- ------- ------- --------- ------- -------- ------- ------ Net assets.............. $202,053 $22,189 $28,106 $ 302,547 $22,599 $224,726 $43,987 $6,596 ======== ======= ======= ========= ======= ======== ======= ====== Shares of beneficial interest outstanding.... 16,291 2,177 3,188 25,854 1,876 15,393 4,268 621 -------- ------- ------- --------- ------- -------- ------- ------ Net asset value per share................... $ 12.40 10.19 $ 8.82 $ 11.70 $ 12.04 $ 14.60 $ 10.31 $10.63 ======== ======= ======= ========= ======= ======== ======= ====== Composition of net assets: Capital paid-in........ $243,011 $21,831 $30,947 $ 503,511 $21,862 $205,528 $43,519 $6,249 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions........... (42,095) 6 (257) (158,940) (991) 1,722 (131) 210 Undistributed (distribution in excess of) net investment income (loss).......... (446) (11) (706) (538) 13 59 -- -- Net unrealized appreciation (depreciation) of: Investments............ 1,583 363 (1,865) (41,486) 1,715 17,417 596 137 Futures................ -- -- -- -- -- -- 3 -- Translation of assets and liabilities in foreign currencies..... -- -- (13) -- -- -- -- -- -------- ------- ------- --------- ------- -------- ------- ------ Net assets.............. $202,053 $22,189 $28,106 $ 302,547 $22,599 $224,726 $43,987 $6,596 ======== ======= ======= ========= ======= ======== ======= ====== See notes to financial statements. 43 STATEMENT OF ASSETS AND LIABILITIES--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- June 30, 2001 (Unaudited) - -------------------------------------------------------------------------------- (000's Omitted) Large/Mid Money Large/Mid Cap Small/Mid Cap Bond Large Cap Small/Mid Cap Small Cap Cap Value Market Value II Growth Index Aggressive Growth CORE Value --------- -------- ------------- ------------- ------- ----------------- ------------- --------- ASSETS Long term investments at cost................ $34,451 -- $121,079 $173,354 $78,055 $36,458 $26,120 $48,906 Net unrealized appreciation (depreciation) of investments............ 300 -- (915) 6,289 490 (1,698) 971 5,619 Short-term investments at value............... 2,037 $458,804 8,029 29,349 1,626 1,006 300 3,994 ------- -------- -------- -------- ------- ------- ------- ------- Total investments..... 36,788 458,804 128,193 208,992 80,171 35,766 27,391 58,519 Cash................... -- -- -- -- 788 18 237 -- Receivable for: Investments sold...... 354 -- 1,056 1,065 -- -- 41 -- Interest.............. -- 618 -- -- 1,007 -- -- 1 Dividends............. 43 -- 191 29 -- 10 26 57 Futures contracts variation margin...... 2 -- 4 -- -- -- 4 11 ------- -------- -------- -------- ------- ------- ------- ------- Total assets........... 37,187 459,422 129,444 210,086 81,966 35,794 27,699 58,588 ------- -------- -------- -------- ------- ------- ------- ------- LIABILITIES Payables for: To custodian.......... -- -- 6 -- -- -- -- -- Investments purchased. 613 -- 1,866 373 788 160 2 -- Securities on loan.... -- -- 6,461 28,339 -- -- -- -- Other liabilities..... 5 53 9 60 17 5 8 15 ------- -------- -------- -------- ------- ------- ------- ------- Total liabilities ..... 618 53 8,342 28,772 805 165 10 15 ------- -------- -------- -------- ------- ------- ------- ------- Net assets............. $36,569 $459,369 $121,102 $181,314 $81,161 $35,629 $27,689 $58,573 ======= ======== ======== ======== ======= ======= ======= ======= Shares of beneficial interest outstanding... 3,246 459,369 8,480 13,003 8,326 4,292 2,787 4,245 ------- -------- -------- -------- ------- ------- ------- ------- Net asset value per share.................. $ 11.27 $ 1.00 $ 14.28 $ 13.94 $ 9.75 $ 8.30 $ 9.94 $ 13.80 ======= ======== ======== ======== ======= ======= ======= ======= Composition of net assets: Capital paid-in....... $35,651 $459,369 $106,971 $175,043 $81,255 $43,197 $27,098 $52,329 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions. 616 (92) 15,084 257 88 (5,859) (393) 592 Undistributed (distribution in excess of) net investment income (loss)................ (1) 92 (3) (275) (672) (11) (1) 1 Net unrealized appreciation (depreciation) of: Investments........... 300 -- (915) 6,289 490 (1,698) 971 5,619 Futures............... 3 -- (35) -- -- -- 14 32 ------- -------- -------- -------- ------- ------- ------- ------- Net assets............. $36,569 $459,369 $121,102 $181,314 $81,161 $35,629 $27,689 $58,573 ======= ======== ======== ======== ======= ======= ======= ======= See notes to financial statements. 44 STATEMENT OF ASSETS AND LIABILITIES--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- June 30, 2001 (Unaudited) - -------------------------------------------------------------------------------- (000's Omitted) Real Estate Growth & Short-Term Small Cap International Equity High Yield Global Equity Income Managed Bond Equity Opportunities Index Bond Bond ----------- ---------- ---------- ---------- --------- ------------- -------- ---------- ------- ASSETS Long term investments at cost................ $131,899 $2,539,202 $2,488,798 $107,177 $81,967 $102,682 $556,479 $41,135 $57,066 Net unrealized appreciation (depreciation) of investments............ 24,436 221,717 202,511 1,322 (6,601) (19,769) (36,201) (4,951) (1,328) Short-term investments at value............... 3,401 55,129 386,707 17,189 567 14,260 18,987 1,554 5,332 -------- ---------- ---------- -------- ------- -------- -------- ------- ------- Total investments..... 159,736 2,816,048 3,078,016 125,688 75,933 97,173 539,265 37,738 61,070 Cash................... -- -- 6,518 -- -- -- 68 403 -- Foreign currency at value (cost $0, $0, $0, $0, $0, $3,211, $0, $0 and $0, respectively)......... -- -- -- -- -- 3,181 -- -- -- Receivable for: Investments sold...... 25 13,303 8,325 3,683 387 469 -- 93 373 Interest.............. -- 5 10,298 1,336 -- -- 2 1,172 918 Dividends............. 920 2,026 1,439 -- 35 160 387 -- -- Futures contracts variation margin...... -- -- -- -- -- -- 66 -- -- Forward foreign currency exchange contracts sold........ -- -- 1,852 -- -- -- -- -- 215 -------- ---------- ---------- -------- ------- -------- -------- ------- ------- Total assets........... 160,681 2,831,382 3,106,448 130,707 76,355 100,983 539,788 39,406 62,576 -------- ---------- ---------- -------- ------- -------- -------- ------- ------- LIABILITIES Payables for: To custodian.......... -- -- 3,186 -- 11 -- -- -- -- Investments purchased. 20 19,727 327,088 3,681 107 203 547 935 203 Securities on loan.... -- 9,945 43,710 11,816 -- 13,433 -- -- 4,186 Forward foreign currency exchange contracts purchased... -- -- 1,258 -- -- -- -- -- 76 Other liabilities..... 32 1,720 1,342 26 6 14 94 8 2 -------- ---------- ---------- -------- ------- -------- -------- ------- ------- Total liabilities...... 52 31,392 376,584 15,523 124 13,650 641 943 4,467 -------- ---------- ---------- -------- ------- -------- -------- ------- ------- Net assets............. $160,629 $2,799,990 $2,729,864 $115,184 $76,231 $ 87,333 $539,147 $38,463 $58,109 ======== ========== ========== ======== ======= ======== ======== ======= ======= Shares of beneficial interest outstanding... 11,258 217,626 203,150 11,531 8,016 8,823 32,952 5,214 5,896 -------- ---------- ---------- -------- ------- -------- -------- ------- ------- Net asset value per share.................. $ 14.27 $ 12.87 $ 13.44 $ 9.99 $ 9.51 $ 9.90 $ 16.36 $ 7.38 $ 9.86 ======== ========== ========== ======== ======= ======== ======== ======= ======= Composition of net assets: Capital paid-in....... $133,527 $2,963,174 $2,571,337 $115,862 $87,314 $110,611 $563,431 $45,085 $60,689 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions. 1,890 (385,265) (85,654) (1,777) (4,481) (3,512) 12,451 (1,634) (3,885) Undistributed (distribution in excess of) net investment income (loss)................ 776 364 41,073 (223) (1) 43 (19) (37) 2,527 Net unrealized appreciation (depreciation) of: Investments........... 24,436 221,717 202,511 1,322 (6,601) (19,769) (36,201) (4,951) (1,328) Futures............... -- -- -- -- -- -- (515) -- -- Translation of assets and liabilities in foreign currencies.... -- -- 597 -- -- (40) -- -- 106 -------- ---------- ---------- -------- ------- -------- -------- ------- ------- Net assets............. $160,629 $2,799,990 $2,729,864 $115,184 $76,231 $ 87,333 $539,147 $38,463 $58,109 ======== ========== ========== ======== ======= ======== ======== ======= ======= See notes to financial statements. 45 STATEMENT OF OPERATIONS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- June 30, 2001 (Unaudited) - -------------------------------------------------------------------------------- (000's Omitted) Large Cap Fundamental Aggressive Active Active Emerging International International Growth Growth Balanced Bond Bond II Markets Equity Equity Index Equity --------- ----------- ---------- ------- ------- -------------- ------------- ------------- INVESTMENT INCOME Interest............... $ 237 $ 41 $ 148 $28,533 $196 $ 48 $ 114 $ 33 Dividends.............. 2,177 59 100 -- -- 351 1,989 149 Securities lending..... 55 3 -- 92 -- -- 154 -- --------- -------- ------- ------- ---- ------- -------- ------- Total investment income. 2,469 103 248 28,625 196 399 2,257 182 --------- -------- ------- ------- ---- ------- -------- ------- EXPENSES Investment advisory fee.................... 1,835 177 72 2,561 21 189 146 81 Auditors fees.......... 122 2 1 84 -- 1 7 1 Custodian fees......... 357 37 20 189 17 284 63 16 Fidelity Bond fees..... 1 -- -- -- -- -- -- -- Legal fees............. 34 1 -- 27 -- -- 2 -- Printing & mailing fees................... 161 29 18 169 9 6 10 32 Trustees' fees......... 31 -- -- 24 -- -- 2 -- Other fees............. 20 -- -- 16 -- 10 4 1 --------- -------- ------- ------- ---- ------- -------- ------- Total expenses.......... 2,561 246 111 3,070 47 490 234 131 Less expenses reimbursed............. (249) (50) (28) (84) (23) (286) (15) (42) --------- -------- ------- ------- ---- ------- -------- ------- Net expenses............ 2,312 196 83 2,986 24 204 219 89 --------- -------- ------- ------- ---- ------- -------- ------- Net investment income (loss).................. 157 (93) 165 25,639 172 195 2,038 93 --------- -------- ------- ------- ---- ------- -------- ------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments............ (126,087) (11,791) (1,182) 13,062 100 (9,123) 186 (642) Financial futures contracts.............. -- -- -- -- -- -- (600) 9 Foreign currency transactions........... -- -- -- -- -- (84) (375) 6 Change in unrealized appreciation (depreciation) on: Investments............ (21,009) 1,888 180 (4,973) (92) 7,835 (23,529) (2,060) Futures................ -- -- -- -- -- -- 179 24 Translation of assets and liabilities in foreign currencies..... -- -- -- -- -- (105) (84) (2) --------- -------- ------- ------- ---- ------- -------- ------- Net realized and unrealized gain (loss). (147,096) (9,903) (1,002) 8,089 8 (1,477) (24,223) (2,665) --------- -------- ------- ------- ---- ------- -------- ------- Net increase (decrease) in net assets resulting from operations........ $(146,939) $ (9,996) $ (837) $33,728 $180 $(1,282) $(22,185) $(2,572) ========= ======== ======= ======= ==== ======= ======== ======= See notes to financial statements. 46 STATEMENT OF OPERATIONS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- June 30, 2001 (Unaudited) - -------------------------------------------------------------------------------- (000's Omitted) Small Cap Health Global Mid Cap Mid Cap Large Cap Large Cap Large Cap Growth Sciences(*) Balanced Growth Blend Value Value CORE Value CORE II --------- ----------- -------- --------- ------- --------- ---------- ------------- INVESTMENT INCOME Interest............... $ 119 $ 14 $ 244 $ 640 $ 10 $ 221 $ 30 $ 2 Dividends.............. 98 30 124 124 137 2,322 195 51 Securities lending..... 190 -- -- 119 -- 10 -- -- -------- ---- ------- --------- ----- ------ ----- ----- Total investment income. 407 44 368 883 147 2,553 225 53 -------- ---- ------- --------- ----- ------ ----- ----- EXPENSES Investment advisory fee.................... 759 35 147 1,310 85 779 94 24 Auditors fees.......... 9 1 1 9 1 4 1 1 Custodian fees......... 26 1 34 40 14 11 29 28 Legal fees............. 3 -- -- 4 -- 2 1 -- Printing & mailing fees................... 52 2 1 54 19 22 2 9 Trustees' fees......... 2 -- 1 4 -- 2 -- -- Other fees............. 2 -- 1 -- 1 1 1 -- -------- ---- ------- --------- ----- ------ ----- ----- Total expenses.......... 853 39 185 1,421 120 821 128 62 Less expenses reimbursed............. -- -- (24) -- (24) -- (21) (34) -------- ---- ------- --------- ----- ------ ----- ----- Net expenses............ 853 39 161 1,421 96 821 107 28 -------- ---- ------- --------- ----- ------ ----- ----- Net investment income (loss).................. (446) 5 207 (538) 51 1,732 118 25 -------- ---- ------- --------- ----- ------ ----- ----- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments............ (29,735) 6 10 (117,605) (534) 1,974 39 218 Financial futures contracts.............. -- -- -- -- -- -- (102) (8) Foreign currency transactions........... -- -- (66) -- -- -- -- -- Change in unrealized appreciation (depreciation) on: Investments............ 10,825 363 (1,313) 17,848 345 1,341 (101) (236) Futures................ -- -- -- -- -- -- 3 -- Translation of assets and liabilities in foreign currencies..... -- -- (31) -- -- -- -- -- -------- ---- ------- --------- ----- ------ ----- ----- Net realized and unrealized gain (loss). (18,910) 369 (1,400) (99,757) (189) 3,315 (161) (26) -------- ---- ------- --------- ----- ------ ----- ----- Net increase (decrease) in net assets resulting from operations........ $(19,356) $374 $(1,193) $(100,295) $(138) $5,047 $ (43) $ (1) ======== ==== ======= ========= ===== ====== ===== ===== (*) Commenced operations on May 1, 2001 See notes to financial statements. 47 STATEMENT OF OPERATIONS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- June 30, 2001 (Unaudited) - -------------------------------------------------------------------------------- (000's Omitted) Large/Mid Cap Money Large/Mid Cap Small/Mid Cap Bond Large Cap Small/Mid Cap Small Cap Real Estate Value Market Value II Growth Index Aggressive Growth CORE Value Equity ------------- ------- ------------- ------------- ------ ----------------- ------------- --------- ----------- INVESTMENT INCOME Interest........ $ 27 $12,717 $ 64 $ 158 $2,281 $ 35 $ 20 $ 46 $ 65 Dividends....... 187 -- 1,074 278 -- 85 152 283 2,902 Securities lending......... -- -- 8 55 4 2 -- -- -- ------- ------- -------- ------ ------ ------- ----- ------ ------ Total investment income........... 214 12,717 1,146 491 2,285 122 172 329 2,967 ------- ------- -------- ------ ------ ------- ----- ------ ------ EXPENSES Investment advisory fee.... 104 602 490 673 54 119 93 182 748 Auditors fees... 1 10 5 7 3 1 1 1 6 Custodian fees.. 22 37 13 34 25 9 39 21 30 Legal fees...... 1 7 2 2 1 1 -- 1 2 Printing & mailing fees.... 2 27 12 47 6 2 2 7 25 Trustees' fees.. -- 3 1 2 1 -- -- -- 1 Other fees...... -- 1 4 1 -- 1 1 -- 1 ------- ------- -------- ------ ------ ------- ----- ------ ------ Total expenses... 130 687 527 766 90 133 136 212 813 Less expenses reimbursed...... (14) -- -- -- -- -- (31) (11) -- ------- ------- -------- ------ ------ ------- ----- ------ ------ Net expenses..... 116 687 527 766 90 133 105 201 813 ------- ------- -------- ------ ------ ------- ----- ------ ------ Net investment income (loss).... 98 12,030 619 (275) 2,195 (11) 67 128 2,154 ------- ------- -------- ------ ------ ------- ----- ------ ------ REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments..... 762 -- 16,763 233 811 (5,040) (298) 551 1,976 Financial futures contracts....... (67) -- 21 -- -- -- 17 36 -- Foreign currency transactions.... -- -- -- -- -- -- -- -- 1 Change in unrealized appreciation (depreciation) on: Investments..... (1,231) -- (19,849) 2,780 (208) 1,387 690 5,762 3,353 Futures......... 3 -- (35) -- -- -- (18) 32 (1) ------- ------- -------- ------ ------ ------- ----- ------ ------ Net realized and unrealized gain (loss).......... (533) -- (3,100) 3,013 603 (3,653) 391 6,381 5,329 ------- ------- -------- ------ ------ ------- ----- ------ ------ Net increase (decrease) in net assets resulting from operations...... $ (435) $12,030 $ (2,481) $2,738 $2,798 $(3,664) $ 458 $6,509 $7,483 ======= ======= ======== ====== ====== ======= ===== ====== ====== See notes to financial statements. 48 STATEMENT OF OPERATIONS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- June 30, 2001 (Unaudited) - -------------------------------------------------------------------------------- (000's Omitted) Growth & Short-Term Small Cap International Equity High Yield Global Income Managed Bond Equity Opportunities Index Bond Bond --------- --------- ---------- --------- ------------- -------- ---------- ------- INVESTMENT INCOME Interest............... $ 769 $ 30,071 $3,093 $ 62 $ 73 $ 419 $1,532 $ 1,518 Dividends.............. 15,759 11,167 -- 273 979 3,016 5 -- Securities lending..... 87 175 15 8 56 -- -- 7 --------- --------- ------ ------- -------- -------- ------ ------- Total investment income. 16,615 41,413 3,108 343 1,108 3,435 1,537 1,525 --------- --------- ------ ------- -------- -------- ------ ------- EXPENSES Investment advisory fee.................... 9,934 9,411 150 321 431 341 100 272 Auditors fees.......... 199 148 1 3 4 14 1 3 Custodian fees......... 512 606 9 33 90 71 21 31 Fidelity Bond fees..... 2 2 -- -- -- -- -- -- Legal fees............. 192 61 1 1 2 3 1 1 Printing & mailing fees................... 536 420 7 3 9 56 6 5 Trustees' fees......... 102 50 1 1 1 2 -- 1 Other fees............. 73 61 1 -- 3 2 -- 1 --------- --------- ------ ------- -------- -------- ------ ------- Total expenses.......... 11,550 10,759 170 362 540 489 129 314 Less expenses reimbursed............. (149) -- -- (3) (57) -- (14) (9) --------- --------- ------ ------- -------- -------- ------ ------- Net expenses............ 11,401 10,759 170 359 483 489 115 305 --------- --------- ------ ------- -------- -------- ------ ------- Net investment income (loss).................. 5,214 30,654 2,938 (16) 625 2,946 1,422 1,220 --------- --------- ------ ------- -------- -------- ------ ------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments............ (358,645) (102,984) 368 (4,381) (2,857) 13,974 (838) 427 Financial futures contracts.............. -- 1,734 -- -- -- (1,404) -- -- Foreign currency transactions........... -- 7,864 -- -- (186) -- -- (917) Change in unrealized appreciation (depreciation) on: Investments............ 54,423 13,088 1,013 7,093 (15,736) (51,537) 442 (4,071) Futures................ -- (1,645) -- -- -- 58 -- -- Translation of assets and liabilities in foreign currencies..... -- 5,517 -- -- (32) -- -- 429 --------- --------- ------ ------- -------- -------- ------ ------- Net realized and unrealized gain (loss). (304,222) (76,426) 1,381 2,712 (18,811) (38,909) (396) (4,132) --------- --------- ------ ------- -------- -------- ------ ------- Net increase (decrease) in net assets resulting from operations........ $(299,008) $ (45,772) $4,319 $ 2,696 $(18,186) $(35,963) $1,026 $(2,912) ========= ========= ====== ======= ======== ======== ====== ======= See notes to financial statements. 49 STATEMENT OF CHANGES IN NET ASSETS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) Large Cap Growth Fundamental Growth Aggressive Balanced ----------------------------- ----------------------------- ----------------------------- Unaudited Unaudited Unaudited Six-Month Period Year Ended Six-Month Period Year Ended Six-Month Period Year Ended Ended June 30, December 31, Ended June 30, December 31, Ended June 30, December 31, 2001 2000 2001 2000 2001 2000 ---------------- ------------ ---------------- ------------ ---------------- ------------ INCREASE (DECREASE) IN NET ASSETS From operations Net investment income (loss)... $ 157 $ 1,410 $ (93) $ (109) $ 165 $ 288 Net realized gain (loss)..... (126,087) 101,421 (11,791) 2,219 (1,182) (221) Change in net unrealized appreciation (depreciation).. (21,009) (356,204) 1,888 (8,121) 180 (433) ---------- ---------- -------- -------- ------- ------- Net increase (decrease) in net assets resulting from operations...... (146,939) (253,373) (9,996) (6,011) (837) (366) Distributions to shareholders from: Net investment income.......... -- (2,000) -- -- (167) (289) Realized gains.. -- (137,737) -- (2,478) -- (41) In excess of realized gain... -- (40,230) -- (2,097) -- (15) Capital paid-in. -- (3,418) -- (111) -- -- ---------- ---------- -------- -------- ------- ------- Decrease in net assets resulting from distributions... -- (183,385) -- (4,686) (167) (345) From fund share transactions: Proceeds from shares sold..... 51,493 206,257 10,494 76,255 4,385 10,598 Distributions reinvested...... -- 183,384 -- 4,686 167 345 Payment for shares redeemed. (173,459) (188,569) (6,270) (33,305) (4,111) (1,174) ---------- ---------- -------- -------- ------- ------- Increase (decrease) in net assets from fund share transactions.... (121,966) 201,072 4,224 47,636 441 9,769 ---------- ---------- -------- -------- ------- ------- NET INCREASE (DECREASE) IN NET ASSETS........... (268,905) (235,686) (5,772) 36,939 (563) 9,058 NET ASSETS Beginning of Period.......... 1,146,787 1,382,473 46,114 9,175 20,941 11,883 ---------- ---------- -------- -------- ------- ------- End of Period... $ 877,882 $1,146,787 $ 40,342 $ 46,114 $20,378 $20,941 ========== ========== ======== ======== ======= ======= Analysis of fund share transactions: Sold............ 3,033 7,547 1,032 4,670 441 1,004 Reinvested...... -- 9,625 -- 383 17 33 Redeemed........ (10,275) (7,033) (626) (2,005) (417) (110) ---------- ---------- -------- -------- ------- ------- Net increase (decrease) in fund shares outstanding...... (7,242) 10,139 406 3,048 41 927 ========== ========== ======== ======== ======= ======= Active Bond ----------------------------- Unaudited Six-Month Period Year Ended Ended June 30, December 31, 2001 2000 ---------------- ------------ INCREASE (DECREASE) IN NET ASSETS From operations Net investment income (loss)... $ 25,639 $ 57,674 Net realized gain (loss)..... 13,062 (11,679) Change in net unrealized appreciation (depreciation).. (4,973) 36,028 ---------------- ------------ Net increase (decrease) in net assets resulting from operations...... 33,728 82,023 Distributions to shareholders from: Net investment income.......... (26,016) (53,480) Realized gains.. -- -- In excess of realized gain... -- -- Capital paid-in. -- -- ---------------- ------------ Decrease in net assets resulting from distributions... (26,016) (53,480) From fund share transactions: Proceeds from shares sold..... 53,348 95,188 Distributions reinvested...... 26,016 53,480 Payment for shares redeemed. (113,078) (185,198) ---------------- ------------ Increase (decrease) in net assets from fund share transactions.... (33,714) (36,530) ---------------- ------------ NET INCREASE (DECREASE) IN NET ASSETS........... (26,002) (7,987) NET ASSETS Beginning of Period.......... 842,299 850,286 ---------------- ------------ End of Period... $816,297 $ 842,299 ================ ============ Analysis of fund share transactions: Sold............ 5,944 10,355 Reinvested...... 2,730 5,823 Redeemed........ (11,836) (20,181) ---------------- ------------ Net increase (decrease) in fund shares outstanding...... (3,162) (4,003) ================ ============ See notes to financial statements. 50 STATEMENT OF CHANGES IN NET ASSETS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) Active Bond II Emerging Markets Equity International Equity Index --------------------------------- ----------------------------- ----------------------------- Unaudited Period from Unaudited Unaudited Six-Month Period June 30, 2000(*) Six-Month Period Year Ended Six-Month Period Year Ended Ended June 30, to December 31, Ended June 30, December 31, Ended June 30, December 31, 2001 2000 2001 2000 2001 2000 ---------------- ---------------- ---------------- ------------ ---------------- ------------ INCREASE (DECREASE) IN NET ASSETS From operations Net investment income (loss)... $ 172 $ 159 $ 195 $ (120) $ 2,038 $ 2,860 Net realized gain (loss)..... 100 27 (9,207) (614) (789) 6,657 Change in net unrealized appreciation (depreciation).. (92) 166 7,730 (20,977) (23,434) (51,585) ------ ------ ------- -------- -------- -------- Net increase (decrease) in net assets resulting from operations...... 180 352 (1,282) (21,711) (22,185) (42,068) Distributions to shareholders from: Net investment income.......... (174) (156) -- -- (2,023) (2,257) Realized gains.. -- (27) -- (2,658) -- (7,138) In excess of realized gain... -- -- -- -- -- -- Capital paid-in. -- -- -- (47) -- (916) ------ ------ ------- -------- -------- -------- Decrease in net assets resulting from distributions... (174) (183) -- (2,705) (2,023) (10,311) From fund share transactions: Proceeds from shares sold..... 1,228 5,120 16,551 59,279 13,804 61,181 Distributions reinvested...... 174 183 -- 2,705 2,023 10,313 Payment for shares redeemed. (253) (44) (18,673) (39,154) (31,537) (68,120) ------ ------ ------- -------- -------- -------- Increase (decrease) in net assets from fund share transactions.... 1,149 5,259 (2,122) 22,830 (15,710) 3,374 ------ ------ ------- -------- -------- -------- NET INCREASE (DECREASE) IN NET ASSETS........... 1,155 5,428 (3,404) (1,586) (39,918) (49,005) NET ASSETS Beginning of Period.......... 5,428 -- 31,010 32,596 195,012 244,017 ------ ------ ------- -------- -------- -------- End of Period... $6,583 $5,428 $27,606 $ 31,010 $155,094 $195,012 ====== ====== ======= ======== ======== ======== Analysis of fund share transactions: Sold............ 117 512 2,451 5,177 953 3,450 Reinvested...... 17 18 -- 408 145 651 Redeemed........ (24) (5) (2,828) (3,614) (2,209) (3,854) ------ ------ ------- -------- -------- -------- Net increase (decrease) in fund shares outstanding...... 110 525 (377) 1,971 (1,111) 247 ====== ====== ======= ======== ======== ======== International Equity ----------------------------- Unaudited Six-Month Period Year Ended Ended June 30, December 31, 2001 2000 ---------------- ------------ INCREASE (DECREASE) IN NET ASSETS From operations Net investment income (loss)... $ 93 $ 74 Net realized gain (loss)..... (627) 454 Change in net unrealized appreciation (depreciation).. (2,038) (2,697) ---------------- ------------ Net increase (decrease) in net assets resulting from operations...... (2,572) (2,169) Distributions to shareholders from: Net investment income.......... (95) (47) Realized gains.. -- (471) In excess of realized gain... -- (58) Capital paid-in. -- -- ---------------- ------------ Decrease in net assets resulting from distributions... (95) (576) From fund share transactions: Proceeds from shares sold..... 14,599 13,293 Distributions reinvested...... 95 576 Payment for shares redeemed. (6,657) (7,838) ---------------- ------------ Increase (decrease) in net assets from fund share transactions.... 8,037 6,031 ---------------- ------------ NET INCREASE (DECREASE) IN NET ASSETS........... 5,370 3,286 NET ASSETS Beginning of Period.......... 15,716 12,430 ---------------- ------------ End of Period... $21,086 $15,716 ================ ============ Analysis of fund share transactions: Sold............ 1,635 1,223 Reinvested...... 11 59 Redeemed........ (722) (727) ---------------- ------------ Net increase (decrease) in fund shares outstanding...... 924 555 ================ ============ (*) Commencement of operations See notes to financial statements. 51 STATEMENT OF CHANGES IN NET ASSETS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) Small Cap Growth Health Sciences Global Balanced Mid Cap Growth ----------------------------- ---------------- ----------------------------- ----------------------------- Unaudited Unaudited Unaudited Unaudited Six-Month Period Year Ended Period from Six-Month Period Year Ended Six-Month Period Year Ended Ended June 30, December 31, May 1, 2001(*) Ended June 30, December 31, Ended June 30, December 31, 2001 2000 to June 30, 2001 2001 2000 2001 2000 ---------------- ------------ ---------------- ---------------- ------------ ---------------- ------------ INCREASE (DECREASE) IN NET ASSETS From operations Net investment income (loss)... $ (446) $ (1,308) $ 5 $ 207 $ 688 $ (538) $ (2,311) Net realized gain (loss)..... (29,735) (9,498) 6 (56) (789) (117,605) (7,215) Change in net unrealized appreciation (depreciation).. 10,825 (67,925) 363 (1,344) (2,738) 17,848 (229,686) -------- --------- ------- ------- ------- --------- --------- Net increase (decrease) in net assets resulting from operations...... (19,356) (78,731) 374 (1,193) (2,839) (100,295) (239,212) Distributions to shareholders from: Net investment income.......... -- -- (16) (211) (703) -- -- Realized gains.. -- (1,933) -- -- (41) -- (8,563) In excess of realized gain... -- -- -- -- (283) -- (33,799) Capital paid-in. -- (20,976) -- -- (355) -- (22,185) -------- --------- ------- ------- ------- --------- --------- Decrease in net assets resulting from distributions... -- (22,909) (16) (211) (1,382) -- (64,547) From fund share transactions: Proceeds from shares sold..... 44,516 239,410 21,816 5,213 8,360 82,935 311,599 Distributions reinvested...... -- 22,968 16 211 1,382 -- 64,547 Payment for shares redeemed. (57,649) (105,766) (1) (4,441) (8,571) (74,081) (131,336) -------- --------- ------- ------- ------- --------- --------- Increase (decrease) in net assets from fund share transactions.... (13,133) 156,612 21,831 983 1,171 8,854 244,810 -------- --------- ------- ------- ------- --------- --------- NET INCREASE (DECREASE) IN NET ASSETS........... (32,489) 54,972 22,189 (421) (3,050) (91,441) (58,949) NET ASSETS Beginning of Pe- riod............ 234,542 179,570 -- 28,527 31,577 393,988 452,937 -------- --------- ------- ------- ------- --------- --------- End of Period... $202,053 $ 234,542 $22,189 $28,106 $28,527 $ 302,547 $ 393,988 ======== ========= ======= ======= ======= ========= ========= Analysis of fund share transactions: Sold............ 3,675 11,984 2,175 578 848 6,626 10,835 Reinvested...... -- 1,788 2 23 145 -- 4,228 Redeemed........ (4,793) (5,757) -- (489) (867) (6,026) (5,305) -------- --------- ------- ------- ------- --------- --------- Net increase (decrease) in fund shares outstanding...... (1,118) 8,015 2,177 112 126 600 9,758 ======== ========= ======= ======= ======= ========= ========= (*) Commencement of operations See notes to financial statements. 52 STATEMENT OF CHANGES IN NET ASSETS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) Mid Cap Blend Large Cap Value Large Cap Value CORE ----------------------------- ----------------------------- ----------------------------- Unaudited Unaudited Unaudited Six-Month Period Year Ended Six-Month Period Year Ended Six-Month Period Year Ended Ended June 30, December 31, Ended June 30, December 31, Ended June 30, December 31, 2001 2000 2001 2000 2001 2000 ---------------- ------------ ---------------- ------------ ---------------- ------------ INCREASE (DE- CREASE) IN NET ASSETS From operations Net investment income.......... $ 51 $ 49 $ 1,732 $ 3,416 $ 118 $ 168 Net realized gain (loss)..... (534) 324 1,974 7,226 (63) 79 Change in net unrealized ap- preciation (de- preciation)..... 345 1,064 1,341 11,967 (98) 619 ------- ------- -------- -------- ------- ------- Net increase (decrease) in net assets resulting from operations...... (138) 1,437 5,047 22,609 (43) 866 Distributions to shareholders from: Net investment income.......... (38) (51) (1,724) (3,459) (118) (169) In excess of net investment income.......... -- -- -- (6) -- -- Realized gains.. -- (391) -- (7,200) -- (93) In excess of realized gain... -- (455) -- (131) -- (59) Capital paid-in. -- -- -- (90) -- (14) ------- ------- -------- -------- ------- ------- Decrease in net assets resulting from distributions... (38) (897) (1,724) (10,886) (118) (335) From fund share transactions: Proceeds from shares sold..... 10,944 17,016 53,657 73,820 26,533 11,275 Distributions reinvested...... 38 897 1,724 10,886 118 335 Payment for shares redeemed. (9,466) (3,004) (38,513) (47,743) (667) (348) ------- ------- -------- -------- ------- ------- Increase in net assets from fund share transac- tions........... 1,516 14,909 16,868 36,963 25,984 11,262 ------- ------- -------- -------- ------- ------- NET INCREASE IN NET ASSETS....... 1,340 15,449 20,191 48,686 25,823 11,793 NET ASSETS Beginning of Period.......... 21,259 5,810 204,535 155,849 18,164 6,371 ------- ------- -------- -------- ------- ------- End of Period... $22,599 $21,259 $224,726 $204,535 $43,987 $18,164 ======= ======= ======== ======== ======= ======= Analysis of fund share transactions: Sold............ 924 1,377 3,722 5,462 2,580 1,118 Reinvested...... 3 75 119 780 12 33 Redeemed........ (804) (242) (2,673) (3,569) (67) (35) ------- ------- -------- -------- ------- ------- Net increase in fund shares outstanding...... 123 1,210 1,168 2,673 2,525 1,116 ======= ======= ======== ======== ======= ======= Large Cap Value CORE II --------------------------------- Unaudited Period from Six-Month Period June 30, 2000(*) Ended June 30, to December 31, 2001 2000 ---------------- ---------------- INCREASE (DE- CREASE) IN NET ASSETS From operations Net investment income.......... $ 25 $ 34 Net realized gain (loss)..... 210 18 Change in net unrealized ap- preciation (de- preciation)..... (236) 373 ---------------- ---------------- Net increase (decrease) in net assets resulting from operations...... (1) 425 Distributions to shareholders from: Net investment income.......... (25) (34) In excess of net investment income.......... -- -- Realized gains.. -- (18) In excess of realized gain... -- -- Capital paid-in. -- -- ---------------- ---------------- Decrease in net assets resulting from distributions... (25) (52) From fund share transactions: Proceeds from shares sold..... 931 6,694 Distributions reinvested...... 25 51 Payment for shares redeemed. (363) (1,089) ---------------- ---------------- Increase in net assets from fund share transac- tions........... 593 5,656 ---------------- ---------------- NET INCREASE IN NET ASSETS....... 567 6,029 NET ASSETS Beginning of Period.......... 6,029 ---------------- ---------------- End of Period... $6,596 $ 6,029 ================ ================ Analysis of fund share transactions: Sold............ 90 662 Reinvested...... 2 4 Redeemed........ (34) (103) ---------------- ---------------- Net increase in fund shares outstanding...... 58 563 ================ ================ (*) Commencement of operations See notes to financial statements. 53 STATEMENT OF CHANGES IN NET ASSETS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) Large/Mid Cap Value Money Market Large/Mid Cap Value II ----------------------------- ----------------------------- ----------------------------- Unaudited Unaudited Unaudited Six-Month Period Year Ended Six-Month Period Year Ended Six-Month Period Year Ended Ended June 30, December 31, Ended June 30, December 31, Ended June 30, December 31, 2001 2000 2001 2000 2001 2000 ---------------- ------------ ---------------- ------------ ---------------- ------------ INCREASE (DE- CREASE) IN NET ASSETS From operations Net investment income (loss) .. $ 98 $ 90 $ 12,030 $ 24,827 $ 619 $ 433 Net realized gain............ 695 103 -- 16,784 12,793 Change in net unrealized appreciation (depreciation).. (1,228) 1,310 -- (19,884) 13,928 ------- ------- --------- --------- -------- -------- Net increase (decrease) in net assets resulting from operations...... (435) 1,503 12,030 24,827 (2,481) 27,154 Distributions to shareholders from: Net investment income.......... (99) (91) (12,030) (25,112) (622) (434) Realized gains.. -- (106) -- -- -- (3,233) In excess of realized gain... -- (71) -- -- -- (9,663) ------- ------- --------- --------- -------- -------- Decrease in net assets resulting from distributions... (99) (268) (12,030) (25,112) (622) (13,330) Capital contributions.... -- -- -- 284 -- -- From fund share transactions: Proceeds from shares sold..... 28,374 8,712 337,399 582,795 26,003 46,034 Distributions reinvested...... 99 268 12,030 25,121 622 13,330 Payment for shares redeemed. (7,098) (588) (386,913) (562,297) (31,653) (36,105) ------- ------- --------- --------- -------- -------- Increase (decrease) in net assets from fund share transactions.... 21,375 8,392 (37,484) 45,619 (5,028) 23,259 ------- ------- --------- --------- -------- -------- NET INCREASE (DECREASE) IN NET ASSETS........... 20,841 9,627 (37,484) 45,618 (8,131) 37,083 NET ASSETS Beginning of Period.......... 15,728 6,101 496,853 451,235 129,233 92,150 ------- ------- --------- --------- -------- -------- End of Period... $36,569 $15,728 $ 459,369 $ 496,853 $121,102 $129,233 ======= ======= ========= ========= ======== ======== Analysis of fund share transac- tions: Sold............ 2,505 806 337,403 58,279 1,831 3,243 Reinvested...... 9 24 12,026 2,512 43 935 Redeemed........ (628) (56) (386,913) (56,230) (2,213) (2,571) ------- ------- --------- --------- -------- -------- Net increase (decrease) in fund shares outstanding...... 1,886 774 (37,484) 4,561 (339) 1,607 ======= ======= ========= ========= ======== ======== Small/Mid Cap Growth ----------------------------- Unaudited Six-Month Period Year Ended Ended June 30, December 31, 2001 2000 ---------------- ------------ INCREASE (DE- CREASE) IN NET ASSETS From operations Net investment income (loss) .. $ (275) $ (366) Net realized gain............ 233 18,384 Change in net unrealized appreciation (depreciation).. 2,780 (2,257) ---------------- ------------ Net increase (decrease) in net assets resulting from operations...... 2,738 15,761 Distributions to shareholders from: Net investment income.......... -- -- Realized gains.. -- (17,683) In excess of realized gain... -- (1,947) ---------------- ------------ Decrease in net assets resulting from distributions... -- (19,630) Capital contributions.... -- -- From fund share transactions: Proceeds from shares sold..... 25,249 35,984 Distributions reinvested...... -- 19,630 Payment for shares redeemed. (36,683) (43,666) ---------------- ------------ Increase (decrease) in net assets from fund share transactions.... (11,434) 11,948 ---------------- ------------ NET INCREASE (DECREASE) IN NET ASSETS........... (8,696) 8,079 NET ASSETS Beginning of Period.......... 190,010 181,931 ---------------- ------------ End of Period... $181,314 $190,010 ================ ============ Analysis of fund share transac- tions: Sold............ 1,881 2,392 Reinvested...... -- 1,474 Redeemed........ (2,744) (2,963) ---------------- ------------ Net increase (decrease) in fund shares outstanding...... (863) 903 ================ ============ See notes to financial statements. 54 STATEMENT OF CHANGES IN NET ASSETS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) Bond Index Large Cap Aggressive Growth Small/Mid Cap CORE ----------------------------- ----------------------------- ----------------------------- Unaudited Unaudited Unaudited Six-Month Period Year Ended Six-Month Period Year Ended Six-Month Period Year Ended Ended June 30, December 31, Ended June 30, December 31, Ended June 30, December 31, 2001 2000 2001 2000 2001 2000 ---------------- ------------ ---------------- ------------ ---------------- ------------ INCREASE (DECREASE) IN NET ASSETS From operations Net investment income (loss)... $ 2,195 $ 3,295 $ (11) $ (88) $ 67 $ 91 Net realized gain (loss)..... 811 (532) (5,040) (648) (281) 669 Change in net unrealized appreciation (depreciation).. (208) 2,964 1,387 (5,205) 672 (536) ------- ------- ------- ------- ------- ------- Net increase (decrease) in net assets resulting from operations...... 2,798 5,727 (3,664) (5,941) 458 224 Distributions to shareholders from: Net investment income.......... (2,234) (3,317) -- -- (68) (90) Realized gains.. -- -- -- (28) -- (671) In excess of realized gain... -- -- -- (168) -- (102) Capital paid-in. -- -- -- (284) -- (53) ------- ------- ------- ------- ------- ------- Decrease in net assets resulting from distributions... (2,234) (3,317) -- (480) (68) (916) From fund share transactions: Proceeds from shares sold..... 64,374 45,465 21,278 24,586 11,646 22,514 Distributions reinvested...... 2,234 1,488 -- 481 68 669 Payment for shares redeemed. (50,779) (23,031) (8,229) (7,476) (6,051) (9,103) ------- ------- ------- ------- ------- ------- Increase in net assets from fund share transactions.... 15,829 23,922 13,049 17,591 5,663 14,080 ------- ------- ------- ------- ------- ------- NET INCREASE IN NET ASSETS....... 16,393 26,332 9,385 11,170 6,053 13,388 NET ASSETS Beginning of Period.......... 64,768 38,436 26,244 15,074 21,636 8,248 ------- ------- ------- ------- ------- ------- End of Period... $81,161 $64,768 $35,629 $26,244 $27,689 $21,636 ======= ======= ======= ======= ======= ======= Analysis of fund share transactions: Sold............ 6,620 4,808 2,489 2,136 1,209 2,174 Reinvested...... 228 158 -- 51 7 70 Redeemed........ (5,170) (2,443) (955) (692) (633) (880) ------- ------- ------- ------- ------- ------- Net increase in fund shares outstanding...... 1,678 2,523 1,534 1,495 583 1,364 ======= ======= ======= ======= ======= ======= Small Cap Value ----------------------------- Unaudited Six-Month Period Year Ended Ended June 30, December 31, 2001 2000 ---------------- ------------ INCREASE (DECREASE) IN NET ASSETS From operations Net investment income (loss)... $ 128 $ 18 Net realized gain (loss)..... 587 3,781 Change in net unrealized appreciation (depreciation).. 5,794 (223) ---------------- ------------ Net increase (decrease) in net assets resulting from operations...... 6,509 3,576 Distributions to shareholders from: Net investment income.......... (127) (17) Realized gains.. -- (3,779) In excess of realized gain... -- -- Capital paid-in. -- -- ---------------- ------------ Decrease in net assets resulting from distributions... (127) (3,796) From fund share transactions: Proceeds from shares sold..... 38,479 21,624 Distributions reinvested...... 127 3,796 Payment for shares redeemed. (15,851) (1,334) ---------------- ------------ Increase in net assets from fund share transactions.... 22,755 24,086 ---------------- ------------ NET INCREASE IN NET ASSETS....... 29,137 23,866 NET ASSETS Beginning of Period.......... 29,436 5,570 ---------------- ------------ End of Period... $58,573 $29,436 ================ ============ Analysis of fund share transactions: Sold............ 2,965 1,733 Reinvested...... 10 339 Redeemed........ (1,245) (107) ---------------- ------------ Net increase in fund shares outstanding...... 1,730 1,965 ================ ============ See notes to financial statements. 55 STATEMENT OF CHANGES IN NET ASSETS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) Real Estate Equity Growth & Income Managed ----------------------------- ----------------------------- ----------------------------- Unaudited Unaudited Unaudited Six-Month Period Year Ended Six-Month Period Year Ended Six-Month Period Year Ended Ended June 30, December 31, Ended June 30, December 31, Ended June 30, December 31, 2001 2000 2001 2000 2001 2000 ---------------- ------------ ---------------- ------------ ---------------- ------------ INCREASE (DECREASE) IN NET ASSETS From operations Net investment income.......... $ 2,154 $ 8,456 $ 5,214 $ 32,578 $ 30,654 $ 91,310 Net realized gain (loss)..... 1,977 4,057 (358,645) 445,349 (93,386) 237,169 Change in net unrealized appreciation (depreciation).. 3,352 25,634 54,423 (990,353) 16,960 (328,984) -------- -------- ---------- ---------- ---------- ---------- Net increase (decrease) in net assets resulting from operations...... 7,483 38,147 (299,008) (512,426) (45,772) (505) Distributions to shareholders from: Net investment income.......... (2,314) (8,456) (4,850) (33,412) (31,123) (93,117) In excess of net investment income.......... -- (404) -- -- -- -- Realized gains.. -- (649) -- (519,555) -- (235,437) In excess of realized gain... -- (3,328) -- (25,745) -- -- Capital paid-in. -- (1,440) -- (44,762) -- -- -------- -------- ---------- ---------- ---------- ---------- Decrease in net assets resulting from distributions... (2,314) (14,277) (4,850) (623,474) (31,123) (328,554) From fund share transactions: Proceeds from shares sold..... 34,355 51,873 163,739 110,896 369,833 66,759 Distributions reinvested...... 2,314 14,277 4,850 623,473 31,123 328,531 Payment for shares redeemed. (40,020) (57,423) (389,729) (492,322) (589,991) (501,356) -------- -------- ---------- ---------- ---------- ---------- Increase (de- crease) in net assets from fund share transac- tions........... (3,351) 8,727 (221,140) 242,047 (189,035) (106,066) -------- -------- ---------- ---------- ---------- ---------- NET INCREASE (DECREASE) IN NET ASSETS........... 1,818 32,597 (524,998) (893,853) (265,930) (435,125) NET ASSETS Beginning of Period.......... 158,811 126,214 3,324,988 4,218,841 2,995,794 3,430,919 -------- -------- ---------- ---------- ---------- ---------- End of Period... $160,629 $158,811 $2,799,990 $3,324,988 $2,729,864 $2,995,794 ======== ======== ========== ========== ========== ========== Analysis of fund share transactions: Sold............ 2,435 4,031 12,542 5,816 27,678 4,373 Reinvested...... 168 1,085 364 43,333 2,297 23,203 Redeemed........ (2,962) (4,499) (29,744) (25,508) (43,513) (32,979) -------- -------- ---------- ---------- ---------- ---------- Net increase (decrease) in fund shares outstanding...... (359) 617 (16,838) 23,641 (13,538) (5,403) ======== ======== ========== ========== ========== ========== Short-Term Bond ----------------------------- Unaudited Six-Month Period Year Ended Ended June 30, December 31, 2001 2000 ---------------- ------------ INCREASE (DECREASE) IN NET ASSETS From operations Net investment income.......... $ 2,938 $ 4,615 Net realized gain (loss)..... 368 (582) Change in net unrealized appreciation (depreciation).. 1,013 1,702 ---------------- ------------ Net increase (decrease) in net assets resulting from operations...... 4,319 5,735 Distributions to shareholders from: Net investment income.......... (2,981) (4,591) In excess of net investment income.......... -- -- Realized gains.. -- -- In excess of realized gain... -- -- Capital paid-in. -- -- ---------------- ------------ Decrease in net assets resulting from distributions... (2,981) (4,591) From fund share transactions: Proceeds from shares sold..... 60,735 29,529 Distributions reinvested...... 2,981 4,591 Payment for shares redeemed. (29,979) (23,999) ---------------- ------------ Increase (de- crease) in net assets from fund share transac- tions........... 33,737 10,121 ---------------- ------------ NET INCREASE (DECREASE) IN NET ASSETS........... 35,075 11,265 NET ASSETS Beginning of Period.......... 80,109 68,844 ---------------- ------------ End of Period... $115,184 $80,109 ================ ============ Analysis of fund share transactions: Sold............ 6,108 3,035 Reinvested...... 299 472 Redeemed........ (2,998) (2,466) ---------------- ------------ Net increase (decrease) in fund shares outstanding...... 3,409 1,041 ================ ============ See notes to financial statements. 56 STATEMENT OF CHANGES IN NET ASSETS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) Small Cap Equity International Opportunities Equity Index ----------------------------- ----------------------------- ----------------------------- Unaudited Unaudited Unaudited Six-Month Period Year Ended Six-Month Period Year Ended Six-Month Period Year Ended Ended June 30, December 31, Ended June 30, December 31, Ended June 30, December 31, 2001 2000 2001 2000 2001 2000 ---------------- ------------ ---------------- ------------ ---------------- ------------ INCREASE (DE- CREASE) IN NET ASSETS From operations Net investment income (loss)... $ (16) $ 920 $ 625 $ 465 $ 2,946 $ 5,723 Net realized gain (loss)..... (4,381) 4,551 (3,043) 4,855 12,570 18,724 Change in net unrealized appreciation (depreciation).. 7,093 (12,268) (15,768) (22,688) (51,479) (77,249) -------- -------- -------- -------- --------- -------- Net increase (decrease) in net assets resulting from operations...... 2,696 (6,797) (18,186) (17,368) (35,963) (52,802) Distributions to shareholders from: Net investment income.......... -- (1,004) (582) (423) (2,965) (5,292) Realized gains.. -- (990) -- (4,722) -- (20,438) In excess of realized gain... -- (1,431) -- (390) -- (231) Capital paid-in. -- (2,130) -- (749) -- (555) -------- -------- -------- -------- --------- -------- Decrease in net assets resulting from distributions... -- (5,555) (582) (6,284) (2,965) (26,516) From fund share transactions: Proceeds from shares sold..... 23,006 33,823 41,686 81,609 171,574 226,311 Shares issued in reorganization.. -- -- -- 22,528 -- -- Distributions reinvested...... -- 5,555 582 6,285 2,965 26,516 Payment for shares redeemed. (19,502) (25,895) (56,201) (46,530) (122,123) (99,146) -------- -------- -------- -------- --------- -------- Increase (decrease) in net assets from fund share transactions.... 3,504 13,483 (13,933) 63,892 52,416 153,681 -------- -------- -------- -------- --------- -------- NET INCREASE (DECREASE) IN NET ASSETS........... 6,200 1,131 (32,701) 40,240 13,488 74,363 NET ASSETS Beginning of Period.......... 70,031 68,900 120,034 79,794 525,659 451,296 -------- -------- -------- -------- --------- -------- End of Period... $ 76,231 $ 70,031 $ 87,333 $120,034 $ 539,147 $525,659 ======== ======== ======== ======== ========= ======== Analysis of fund share transactions: Sold............ 2,500 3,114 3,880 5,776 10,292 11,361 Issued in reorganization.. -- -- -- 1,947 -- -- Reinvested...... -- 614 55 536 178 1,473 Redeemed........ (2,145) (2,378) (5,240) (3,390) (7,311) (5,101) -------- -------- -------- -------- --------- -------- Net increase (decrease) in fund shares outstanding...... 355 1,350 (1,305) 4,869 3,159 7,733 ======== ======== ======== ======== ========= ======== High Yield Bond ----------------------------- Unaudited Six-Month Period Year Ended Ended June 30, December 31, 2001 2000 ---------------- ------------ INCREASE (DE- CREASE) IN NET ASSETS From operations Net investment income (loss)... $ 1,422 $ 2,175 Net realized gain (loss)..... (838) (518) Change in net unrealized appreciation (depreciation).. 442 (4,604) ---------------- ------------ Net increase (decrease) in net assets resulting from operations...... 1,026 (2,947) Distributions to shareholders from: Net investment income.......... (1,445) (2,186) Realized gains.. -- -- In excess of realized gain... -- -- Capital paid-in. -- -- ---------------- ------------ Decrease in net assets resulting from distributions... (1,445) (2,186) From fund share transactions: Proceeds from shares sold..... 51,560 22,157 Shares issued in reorganization.. -- -- Distributions reinvested...... 1,445 2,227 Payment for shares redeemed. (40,101) (13,194) ---------------- ------------ Increase (decrease) in net assets from fund share transactions.... 12,904 11,190 ---------------- ------------ NET INCREASE (DECREASE) IN NET ASSETS........... 12,485 6,057 NET ASSETS Beginning of Period.......... 25,978 19,921 ---------------- ------------ End of Period... $ 38,463 $ 25,978 ================ ============ Analysis of fund share transactions: Sold............ 6,650 2,663 Issued in reorganization.. -- -- Reinvested...... 188 273 Redeemed........ (5,167) (1,610) ---------------- ------------ Net increase (decrease) in fund shares outstanding...... 1,671 1,326 ================ ============ See notes to financial statements. 57 STATEMENT OF CHANGES IN NET ASSETS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- (000's Omitted) Global Bond ----------------------------- Unaudited Six-Month Period Year Ended Ended June 30, December 31, 2001 2000 ---------------- ------------ INCREASE (DECREASE) IN NET ASSETS From operations Net investment income........................... $ 1,220 $ 3,081 Net realized loss............................... (490) (126) Change in net unrealized appreciation (depreciation).................................. (3,642) 4,415 -------- -------- Net increase (decrease) in net assets resulting from operations................................. (2,912) 7,370 Distributions to shareholders from: Net investment income........................... -- (4,040) -------- -------- Decrease in net assets resulting from distributions................................... -- (4,040) From fund share transactions: Proceeds from shares sold....................... 9,574 11,709 Distributions reinvested........................ -- 4,046 Payment for shares redeemed..................... (17,026) (21,603) -------- -------- Decrease in net assets from fund share transactions.................................... (7,452) (5,848) -------- -------- NET DECREASE IN NET ASSETS....................... (10,364) (2,518) NET ASSETS Beginning of Period............................. 68,473 70,991 -------- -------- End of Period................................... $ 58,109 $ 68,473 ======== ======== Analysis of fund share transactions: Sold............................................ 960 1,168 Reinvested...................................... -- 401 Redeemed........................................ (1,687) (2,176) -------- -------- Net decrease in fund shares outstanding.......... (727) (607) ======== ======== See notes to financial statements. 58 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- Selected data for each fund share of beneficial interest outstanding throughout the period end indicated: Income from Investment Operations Less Distributions ------------------------------------ --------------------------------------------------- Net Net Distribution Assets Investment Net Realized Distribution Distribution in Excess of Value at Income and Unrealized Total From From Net From Net Net Distribution Beginning Gain Gain (Loss) on Investment Investment Gains on Investment From Capital of Period (Loss) Investments(a) Operations Income Investments Income/Gains Paid-in --------- ---------- -------------- ---------- ------------ ------------ ------------ ------------ Large Cap Growth Unaudited Period Ended June 30, 2001............ $18.89 -- $(2.48) $(2.48) -- -- -- -- Year Ended De- cember 31, 2000............ 27.33 $ 0.03 (4.89) (4.86) $(0.04) $(2.69) $(0.78) $(0.07) 1999............ 26.19 0.09 6.03 6.12 (0.09) (4.89) -- -- 1998............ 20.82 0.14 8.05 8.19 (0.14) (2.68) -- -- 1997............ 17.49 0.17 5.21 5.38 (0.17) (1.88) -- -- 1996............ 17.37 0.25 2.89 3.14 (0.25) (2.77) -- -- - --------------------------------------------------------------------------------------------------------------------- Fundamental Growth Unaudited Period Ended June 30, 2001............ 12.52 (0.02) (2.64) (2.66) -- -- -- -- Year Ended December 31, 2000(f)......... 14.42 (0.02) (0.44) (0.46) -- (0.76) (0.65) (0.03) Period from August 31, to December 31, 1999(h)......... 10.00 (0.02) 5.34 5.32 -- (0.90) -- -- - --------------------------------------------------------------------------------------------------------------------- Aggressive Bal- anced Unaudited Period Ended June 30, 2001............ 10.24 0.08 (0.48) (0.40) (0.08) -- -- -- Year Ended December 31, 2000............ 10.62 0.19 (0.35) (0.16) (0.19) (0.02) (0.01) -- Period from August 31, to December 31, 1999(h)......... 10.00 0.06 0.64 0.70 (0.05) (0.03) -- -- - --------------------------------------------------------------------------------------------------------------------- Active Bond Unaudited Period Ended June 30, 2001............ 9.44 0.29 0.06 0.35 (0.30) -- -- -- Year ended December 31, 2000............ 9.12 0.64 0.28 0.92 (0.60) -- -- -- 1999............ 9.92 0.67 (0.76) (0.09) (0.71) -- -- -- 1998............ 9.95 0.69 0.11 0.80 (0.69) (0.14) -- -- 1997............ 9.77 0.71 0.24 0.95 (0.71) (0.06) -- -- 1996............ 10.13 0.69 (0.31) 0.38 (0.69) (0.05) -- -- - --------------------------------------------------------------------------------------------------------------------- Active Bond II Unaudited Period Ended June 30, 2001(l)......... 10.33 0.29 0.05 0.34 (0.30) -- -- -- Period from June 30, to December 31, 2000(h)..... 10.00 0.32 0.37 0.69 (0.31) (0.05) -- -- - --------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data ------------------------------------------------------- Operating Net Net Assets Expenses Investment Net Assets End of to Income Value Total Period Average (Loss) to Portfolio Total at End of Investment (000s Net Average Turnover Distributions Period Return(b) Omitted) Assets Net Assets Rate ------------- ---------- ------------- ---------- -------------- ---------------- ------------ Large Cap Growth Unaudited Period Ended June 30, 2001............ -- $16.41 (13.11%)(c) $ 877,882 0.47%(d)(e) 0.03%(d) 46.84%(c) Year Ended De- cember 31, 2000............ $(3.58) 18.89 (17.89%) 1,146,787 0.46% 0.10% 89.30% 1999............ (4.98) 27.33 24.07% 1,382,473 0.39% 0.33% 37.42% 1998............ (2.82) 26.19 39.51% 1,126,764 0.41% 0.59% 56.41% 1997............ (2.05) 20.82 30.89% 754,398 0.44% 0.86% 83.82% 1996............ (3.02) 17.49 18.27% 524,145 0.44% 1.35% 135.98% - --------------------------------------------------------------------------------------------------------------------- Fundamental Growth Unaudited Period Ended June 30, 2001............ -- 9.86 (21.20%)(c) 40,342 0.99%(d)(g) (0.47%)(d) 51.34%(c) Year Ended December 31, 2000(f)......... (1.44) 12.52 (3.03%) 46,114 0.96%(g) (0.38%) 250.46% Period from August 31, to December 31, 1999(h)......... (0.90) 14.42 54.57%(c) 9,175 0.95%(d)(g) (0.55%)(d) 61.66%(c) - --------------------------------------------------------------------------------------------------------------------- Aggressive Bal- anced Unaudited Period Ended June 30, 2001............ (0.08) 9.76 (3.89%)(c) 20,378 0.77%(d)(i) 1.54%(d)(24) 86.54%(c) Year Ended December 31, 2000............ (0.22) 10.24 (1.53%) 20,941 0.78%(i) 1.87% 164.89% Period from August 31, to December 31, 1999(h)......... (0.08) 10.62 7.09%(c) 11,883 0.78%(d)(i) 1.68%(d) 70.28%(c) - --------------------------------------------------------------------------------------------------------------------- Active Bond Unaudited Period Ended June 30, 2001............ (0.30) 9.49 3.63%(c) 816,297 0.71%(d)(j) 6.13%(d)(25) 130.85%(c) Year ended December 31, 2000............ (0.60) 9.44 10.45% 842,299 0.41%(k) 6.98% 224.24% 1999............ (0.71) 9.12 (0.94%) 850,286 0.28% 6.97% 182.90% 1998............ (0.82) 9.92 8.23% 907,121 0.29% 6.84% 228.74% 1997............ (0.77) 9.95 10.11% 803,770 0.31% 7.18% 138.29% 1996............ (0.74) 9.77 4.10% 726,111 0.29% 7.07% 119.12% - --------------------------------------------------------------------------------------------------------------------- Active Bond II Unaudited Period Ended June 30, 2001(l)......... (0.30) 10.37 3.24%(c) 6,583 0.80%(d)(m) 5.70%(d)(26) 24.50%(c) Period from June 30, to December 31, 2000(h)..... (0.36) 10.33 7.00%(c) 5,428 0.75%(d) 16.09%(d) 131.71%(c) - --------------------------------------------------------------------------------------------------------------------- 59 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- Selected data for each fund share of beneficial interest outstanding throughout the period end indicated: Income from Investment Operations Less Distributions ------------------------------------ --------------------------------------------------- Net Net Distribution Assets Investment Net Realized Distribution Distribution in Excess of Value at Income and Unrealized Total From From Net From Net Net Distribution Beginning Gain Gain (Loss) on Investment Investment Gains on Investment From Capital of Period (Loss) Investments(a) Operations Income Investments Income/Gains Paid-in --------- ---------- -------------- ---------- ------------ ------------ ------------ ------------ Emerging Markets Equity Unaudited Period Ended June 30, 2001............ $ 6.70 $ 0.04 $(0.25) $(0.21) -- -- -- -- Year Ended De- cember 31, 2000............ 12.26 (0.02) (4.91) (4.93) -- $(0.62) -- $(0.01) 1999(o)......... 7.09 0.03 5.35 5.38 $(0.01) (0.10) $(0.42) -- Period from May 1, to December 31, 1988(h)..... 10.00 0.03 (2.91) (2.88) (0.02) -- -- (0.01) - -------------------------------------------------------------------------------------------------------------------------- International Equity Index Unaudited Period Ended June 30, 2001... 15.39 0.17 (1.97) (1.80) (0.17) -- -- -- Year Ended December 31, 2000............ 19.64 0.23 (3.64) (3.41) (0.18) (0.59) -- (0.07) 1999............ 15.56 0.21 4.51 4.72 (0.21) (0.38) (0.05) -- 1998............ 15.20 0.23 2.91 3.14 (0.23) (2.55) -- -- 1997............ 16.83 0.13 (0.97) (0.84) (0.13) (0.66) -- -- 1996............ 15.61 0.21 1.22 1.43 (0.21) -- -- -- - -------------------------------------------------------------------------------------------------------------------------- International Equity Unaudited Period Ended June 30, 2001............ 9.85 0.05 (1.48) (1.43) (0.05) -- -- -- Year ended December 31, 2000............ 11.95 0.06 (1.78) (1.72) (0.04) (0.30) (0.04) -- Period from August 31, to December 31, 1999(h)......... 10.00 0.01 2.12 2.13 (0.01) (0.17) -- -- - -------------------------------------------------------------------------------------------------------------------------- Small Cap Growth Unaudited Period Ended June 30, 2001............ 13.47 (0.04) (1.03) (1.07) -- -- -- -- Year ended December 31, 2000............ 19.12 (0.02) (4.16) (4.18) -- (0.12) -- (1.35) 1999............ 12.99 (0.21) 9.06 8.85 -- (2.72) -- -- 1998............ 11.34 (0.05) 1.70 1.65 -- -- -- -- 1997............ 9.93 (0.02) 1.44 1.42 -- -- -- (0.01) Period from May 1, to December 31, 1996(h)..... 10.00 0.01 (0.06) (0.05) (0.02) -- -- -- - -------------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data -------------------------------------------------- Net Operating Net Assets Expenses Investment Net Assets End of to Income Value Total Period Average (Loss) to Portfolio Total Capital at End of Investment (000s Net Average Turnover Distributions Contributions Period Return(b) Omitted) Assets Net Assets Rate ------------- ------------- ---------- ------------- -------- -------------- ------------- ------------ Emerging Markets Equity Unaudited Period Ended June 30, 2001............ -- -- $ 6.49 (3.08)%(c) $27,606 1.33%(d)(n) 1.26%(d) 67.07%(c) Year Ended De- cember 31, 2000............ $(0.63) -- 6.70 (40.11)% 31,010 1.32%(n) (0.28)% 103.90% 1999(o)......... (0.53) $0.32 12.26 81.37%(p) 32,596 1.39%(n) 0.19% 196.32% Period from May 1, to December 31, 1988(h)..... (0.03) -- 7.09 (28.87)%(c) 7,310 1.55%(d)(n) 0.51%(d) 53.95%(c) - -------------------------------------------------------------------------------------------------------------------------- International Equity Index Unaudited Period Ended June 30, 2001... (0.17) -- 13.42 (11.77)%(c) 155,094 0.29%(d)(q) 2.71%(d) 0.88%(c) Year Ended December 31, 2000............ (0.84) -- 15.39 (17.42)% 195,012 0.28%(r) 1.40% 14.86% 1999............ (0.64) -- 19.64 30.87% 244,017 0.31%(r) 1.26% 19.01% 1998............ (2.78) -- 15.56 20.82% 173,137 0.56%(r) 1.45% 158.63% 1997............ (0.79) -- 15.20 (5.03)% 152,359 0.79% 0.78% 83.13% 1996............ (0.21) -- 16.83 9.19% 155,753 0.76% 1.30% 92.03% - -------------------------------------------------------------------------------------------------------------------------- International Equity Unaudited Period Ended June 30, 2001............ (0.05) -- 8.37 (14.56)%(c) 21,086 1.09%(d)(s) 1.15%(d) 22.65%(c) Year ended December 31, 2000............ (0.38) -- 9.85 (14.37)% 15,716 1.10%(s) 0.53% 75.41% Period from August 31, to December 31, 1999(h)......... (0.18) -- 11.95 21.49%(c) 12,430 1.10%(d)(s) 0.21%(d) 26.76%(c) - -------------------------------------------------------------------------------------------------------------------------- Small Cap Growth Unaudited Period Ended June 30, 2001............ -- -- 12.40 (7.94)%(c) 202,053 0.84%(d) (0.44%)(d) 45.16%(c) Year ended December 31, 2000............ (1.47) -- 13.47 (21.43)% 234,542 0.82% (0.50)% 97.73% 1999............ (2.72) -- 19.12 70.38% 179,570 0.89% (0.70)% 113.11% 1998............ -- -- 12.99 14.49% 74,849 1.00%(t) (0.65)% 101.16% 1997............ (0.01) -- 11.34 14.26% 48,761 1.00%(t) (0.28)% 86.23% Period from May 1, to December 31, 1996(h)..... (0.02) -- 9.93 (0.50)%(c) 20,633 1.00%(d)(t) 0.12%(d) 50.93%(c) - -------------------------------------------------------------------------------------------------------------------------- 60 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- Selected data for each fund share of beneficial interest outstanding throughout the period end indicated: Income from Investment Operations Less Distributions ------------------------------------ --------------------------------------------------- Net Net Distribution Assets Investment Net Realized Distribution Distribution in Excess of Value at Income and Unrealized Total From From Net From Net Net Distribution Beginning Gain Gain (Loss) on Investment Investment Gains on Investment From Capital of Period (Loss) Investments(a) Operations Income Investments Income/Gains Paid-in --------- ---------- -------------- ---------- ------------ ------------ ------------ ------------ Health Sciences Period from May 1, 2001, to June 30, 2001(h)......... $10.00 -- $ 0.20 $ 0.20 $(0.01) -- -- -- - --------------------------------------------------------------------------------------------------------------------- Global Balanced Unaudited Period Ended June 30, 2001............ 9.27 $0.07 (0.45) (0.38) (0.07) -- -- -- Year ended December 31, 2000(v)......... 10.71 0.23 (1.20) (0.97) (0.24) $(0.01) $(0.10) $(0.12) 1999............ 11.12 0.29 0.25 0.54 (0.29) (0.44) (0.16) (0.06) 1998............ 10.11 0.34 1.44 1.78 (0.34) (0.42) -- (0.01) 1997............ 10.39 0.33 (0.05) 0.28 (0.33) (0.22) -- (0.01) Period from May 1, to December 31, 1996(h)..... 10.00 0.24 0.41 0.65 (0.24) (0.02) -- -- - --------------------------------------------------------------------------------------------------------------------- Mid Cap Growth Unaudited Period Ended June 30, 2001............ 15.60 (0.02) (3.88) (3.90) -- -- -- -- Year ended December 31, 2000............ 29.22 (0.05) (10.49) (10.54) -- (0.41) (1.61) (1.06) 1999............ 15.12 (0.19) 17.70 17.51 -- (3.41) -- -- 1998............ 11.93 (0.09) 4.75 4.66 -- (1.32) -- (0.15) 1997............ 10.22 (0.02) 1.73 1.71 -- -- -- -- Period from May 1, to December 31, 1996(h)..... 10.00 0.05 0.22 0.27 (0.05) -- -- -- - --------------------------------------------------------------------------------------------------------------------- Mid Cap Blend Unaudited Period Ended June 30, 2001............ 12.12 0.03 (0.09) (0.06) (0.02) -- -- -- Year ended December 31, 2000............ 10.70 0.04 1.93 1.97 (0.04) (0.24) (0.27) -- Period from August 31, to December 31, 1999(h)......... 10.00 0.03 1.10 1.13 (0.03) (0.40) -- -- - --------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data ----------------------------------------------------- Net Operating Net Assets Expenses Investment Net Assets End of to Income Value Total Period Average (Loss) to Portfolio Total at End of Investment (000s Net Average Turnover Distributions Period Return(b) Omitted) Assets Net Assets Rate ------------- ---------- ------------- -------- -------------- ---------------- ------------ Health Sciences Period from May 1, 2001, to June 30, 2001(h)......... $(0.01) $10.19 1.99%(c) $ 22,189 1.10%(d) 0.14%(d) 12.66%(c) - --------------------------------------------------------------------------------------------------------------------- Global Balanced Unaudited Period Ended June 30, 2001............ (0.07) 8.82 (4.23)%(c) 28,106 1.14%(d)(u) 1.48%(d)(27) 19.33%(c) Year ended December 31, 2000(v)......... (0.47) 9.27 (9.08)% 28,527 0.98%(u) 2.32% 204.98% 1999............ (0.95) 10.71 5.11% 31,577 1.00%(u) 2.73% 131.21% 1998............ (0.77) 11.12 17.99% 30,416 1.10%(u) 3.20% 103.55% 1997............ (0.56) 10.11 2.65% 25,420 1.10%(u) 3.18% 81.04% Period from May 1, to December 31, 1996(h)..... (0.26) 10.39 6.73%(c) 24,098 1.10%(d)(u) 3.59%(d) 22.21%(c) - --------------------------------------------------------------------------------------------------------------------- Mid Cap Growth Unaudited Period Ended June 30, 2001............ -- 11.70 (24.99)%(c) 302,547 0.88%(d) (0.33)%(d) 58.57%(c) Year ended December 31, 2000............ (3.08) 15.60 (35.86)% 393,988 0.85% (0.43)% 140.94% 1999............ (3.41) 29.22 118.31% 452,937 0.93% (0.68)% 106.06% 1998............ (1.47) 15.12 39.07% 94,085 1.10%(w) (0.64)% 137.01% 1997............ -- 11.93 16.66% 40,235 1.10%(w) (0.26)% 124.04% Period from May 1, to December 31, 1996(h)..... (0.05) 10.22 2.69%(c) 16,492 1.10%(d)(w) 0.92%(d) 71.25%(c) - --------------------------------------------------------------------------------------------------------------------- Mid Cap Blend Unaudited Period Ended June 30, 2001............ (0.02) 12.04 (0.50)%(c) 22,599 0.85%(d)(x) 0.45%(d) 74.26%(c) Year ended December 31, 2000............ (0.55) 12.12 18.58% 21,259 0.85%(x) 0.44% 138.64% Period from August 31, to December 31, 1999(h)......... (0.43) 10.70 11.53%(c) 5,810 0.85%(d)(x) 0.82%(d) 55.68%(c) - --------------------------------------------------------------------------------------------------------------------- 61 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- Selected data for each fund share of beneficial interest outstanding throughout the period end indicated: Income from Investment Operations Less Distributions ------------------------------------ --------------------------------------------------- Net Net Distribution Assets Investment Net Realized Distribution Distribution in Excess of Value at Income and Unrealized Total From From Net From Net Net Distribution Beginning Gain Gain (Loss) on Investment Investment Gains on Investment From Capital of Period (Loss) Investments(a) Operations Income Investments Income/Gains Paid-in --------- ---------- -------------- ---------- ------------ ------------ ------------ ------------ Large Cap Value Unaudited Period Ended June 30, 2001... $14.38 $0.11 $ 0.22 $ 0.33 $(0.11) -- -- -- Year ended December 31, 2000............ 13.49 0.27 1.45 1.72 (0.28) $(0.53) $(0.01) $(0.01) 1999............ 14.02 0.27 0.18 0.45 (0.27) (0.71) -- -- 1998............ 13.57 0.28 0.96 1.24 (0.28) (0.51) -- -- 1997............ 11.09 0.29 2.84 3.13 (0.29) (0.36) -- -- Period from May 1, to December 31, 1996(h)......... 10.00 0.16 1.22 1.38 (0.16) (0.13) -- -- - --------------------------------------------------------------------------------------------------------------------- Large Cap Value CORE Unaudited Period Ended June 30, 2001... 10.42 0.04 (0.11) (0.07) (0.04) -- -- -- Year ended December 31, 2000............ 10.16 0.15 0.36 0.51 (0.15) (0.06) (0.03) (0.01) Period from August 31, to December 31, 1999(h)......... 10.00 0.04 0.31 0.35 (0.03) (0.14) (0.01) (0.01) - --------------------------------------------------------------------------------------------------------------------- Large Cap Value CORE II Unaudited Period Ended June 30, 2001(1). 10.71 0.04 (0.08) (0.04) (0.04) -- -- -- Period from June 30, to December 31, 2000(h)......... 10.00 0.06 0.74 0.80 (0.06) (0.03) -- -- - --------------------------------------------------------------------------------------------------------------------- Large/Mid Cap Value Unaudited Period Ended June 30, 2001... 11.57 0.05 (0.30) (0.25) (0.05) -- -- -- Year ended December 31, 2000............ 10.42 0.09 1.30 1.39 (0.10) (0.08) (0.06) -- Period from August 31, to December 31, 1999(h)......... 10.00 0.03 0.45 0.48 (0.03) (0.02) (0.01) -- - --------------------------------------------------------------------------------------------------------------------- Money Market Unaudited Period Ended June 30, 2001(4). 1.00 0.02 -- 0.02 (0.02) -- -- -- Year ended December 31, 2000............ 1.00 0.06 -- 0.06 (0.06) -- -- -- 1999(23)........ 1.00 0.04 -- 0.04 (0.04) -- -- -- 1998(23)........ 1.00 0.05 -- 0.05 (0.05) -- -- -- 1997(23)........ 1.00 0.05 -- 0.05 (0.05) -- -- -- 1996(23)........ 1.00 0.05 -- 0.05 (0.05) -- -- -- - --------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data ----------------------------------------------- Net Operating Net Assets Expenses Investment Net Assets End of to Income Value Total Period Average (Loss) to Portfolio Total at End of Investment (000s Net Average Turnover Distributions Period Return(b) Omitted) Assets Net Assets Rate ------------- ---------- ------------- -------- -------------- ----------- ----------- Large Cap Value Unaudited Period Ended June 30, 2001... $(0.11) $14.60 2.34%(c) $224,726 0.77%(d) 1.62%(d) 7.04%(c) Year ended December 31, 2000............ (0.83) 14.38 12.97% 204,535 0.78% 2.04% 42.12% 1999............ (0.98) 13.49 3.28% 155,849 0.85% 1.88% 32.62% 1998............ (0.79) 14.02 9.26% 123,365 0.92% 2.08% 18.46% 1997............ (0.65) 13.57 28.56% 73,269 1.00%(y) 2.42% 19.21% Period from May 1, to December 31, 1996(h)......... (0.29) 11.09 13.90%(c) 19,781 1.00%(d)(y) 2.74%(d) 19.95%(c) - --------------------------------------------------------------------------------------------------------------------- Large Cap Value CORE Unaudited Period Ended June 30, 2001... (0.04) 10.31 (0.66)%(c) 43,987 0.84%(d)(z) 0.93%(d) 29.44%(c) Year ended December 31, 2000............ (0.25) 10.42 5.12% 18,164 0.85%(z) 1.54% 59.15% Period from August 31, to December 31, 1999(h)......... (0.19) 10.16 3.58%(c) 6,371 0.85%(d)(z) 1.13%(d) 30.90%(c) - --------------------------------------------------------------------------------------------------------------------- Large Cap Value CORE II Unaudited Period Ended June 30, 2001(1). (0.04) 10.63 (0.33)%(c) 6,596 0.88%(d)(2) 0.81%(d) 14.04%(c) Period from June 30, to December 31, 2000(h)......... (0.09) 10.71 8.00%(c) 6,029 0.85%(d) 1.22%(d) 17.16%(c) - --------------------------------------------------------------------------------------------------------------------- Large/Mid Cap Value Unaudited Period Ended June 30, 2001... (0.05) 11.27 (2.22)%(c) 36,569 1.03%(d)(3) 0.88%(d) 38.78%(c) Year ended December 31, 2000............ (0.24) 11.57 13.41% 15,728 1.05%(3) 0.97% 86.97% Period from August 31, to December 31, 1999(h)......... (0.06) 10.42 4.72%(c) 6,101 1.05%(d)(3) 0.94%(d) 23.03%(c) - --------------------------------------------------------------------------------------------------------------------- Money Market Unaudited Period Ended June 30, 2001(4). (0.02) 1.00 2.51%(c) 459,369 0.29%(d) 5.03%(d) n/a Year ended December 31, 2000............ (0.06) 1.00 6.29%(5) 496,853 0.29% 6.05% n/a 1999(23)........ (0.04) 1.00 5.05% 451,235 0.31% 4.95% n/a 1998(23)........ (0.05) 1.00 5.40% 395,195 0.31% 5.29% n/a 1997(23)........ (0.05) 1.00 5.38% 229,443 0.33% 5.32% n/a 1996(23)........ (0.05) 1.00 5.32% 213,235 0.30% 5.20% n/a - --------------------------------------------------------------------------------------------------------------------- 62 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- Selected data for each fund share of beneficial interest outstanding throughout the period end indicated: Income from Investment Operations Less Distributions ------------------------------------ --------------------------------------------------- Net Net Distribution Assets Investment Net Realized Distribution Distribution in Excess of Value at Income and Unrealized Total From From Net From Net Net Distribution Beginning Gain Gain (Loss) on Investment Investment Gains on Investment From Capital of Period (Loss) Investments(a) Operations Income Investments Income/Gains Paid-in --------- ---------- -------------- ---------- ------------ ------------ ------------ ------------ Large/Mid Cap Value II Unaudited Period Ended June 30, 2001(4)......... $14.65 $ 0.07 $(0.37) $(0.30) $(0.07) -- -- -- Year ended December 31, 2000............ 12.78 0.06 3.51 3.57 (0.06) $(0.41) $(1.23) -- 1999............ 12.19 0.08 0.59 0.67 (0.08) -- -- -- 1998............ 13.87 0.11 (1.68) (1.57) (0.11) -- -- -- 1997............ 11.35 0.05 3.59 3.64 (0.05) (1.07) -- -- Period from May 1, to December 31, 1996(h)......... 10.00 0.04 1.57 1.61 (0.04) (0.22) -- -- - --------------------------------------------------------------------------------------------------------------------- Small/Mid Cap Growth Unaudited Period Ended June 30, 2001... 13.70 (0.03) 0.27 0.24 -- -- -- -- Year ended December 31, 2000............ 14.03 (0.02) 1.27 1.25 -- (1.43) (0.15) -- 1999............ 15.94 (0.07) 0.74 0.67 -- (2.41) -- $(0.17) 1998............ 15.39 (0.02) 0.88 0.86 -- (0.31) -- -- 1997............ 16.52 0.01 0.56 0.57 (0.01) (1.69) -- -- 1996............ 13.18 0.02 3.99 4.01 (0.02) (0.65) -- -- - --------------------------------------------------------------------------------------------------------------------- Bond Index Unaudited Period Ended June 30, 2001... 9.74 0.29 0.02 0.31 (0.30) -- -- -- Year ended December 31, 2000............ 9.32 0.62 0.43 1.05 (0.63) -- -- -- 1999............ 10.19 0.63 (0.89) (0.26) (0.61) -- -- -- Period from May 1, to December 31, 1998(h)......... 10.00 0.42 0.29 0.71 (0.42) (0.10) -- -- - --------------------------------------------------------------------------------------------------------------------- Large Cap Aggressive Growth Unaudited Period Ended June 30, 2001... 9.52 0.01 (1.23) (1.22) -- -- -- -- Year ended December 31, 2000............ 11.94 (0.03) (2.21) (2.24) -- (0.01) (0.06) (0.11) Period from August 31, to December 31, 1999(h)......... 10.00 (0.01) 2.03 2.02 -- (0.08) -- -- - --------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data ----------------------------------------------------- Net Operating Net Assets Expenses Investment Net Assets End of to Income Value Total Period Average (Loss) to Portfolio Total at End of Investment (000s Net Average Turnover Distributions Period Return(b) Omitted) Assets Net Assets Rate ------------- ---------- ------------- -------- -------------- ---------------- ------------ Large/Mid Cap Value II Unaudited Period Ended June 30, 2001(4)......... $(0.07) $14.28 (2.06)%(c) $121,102 0.85%(d) 1.00%(d) 141.53%(c) Year ended December 31, 2000............ (1.70) 14.65 28.38% 129,233 0.87% 0.42% 235.80% 1999............ (0.08) 12.78 5.52% 92,150 0.92% 0.64% 137.06% 1998............ (0.11) 12.19 (11.33)% 94,820 0.96% 0.93% 173.33% 1997............ (1.12) 13.87 32.17% 64,973 1.05%(6) 0.53% 93.78% Period from May 1, to December 31, 1996(h)......... (0.26) 11.35 16.18%(c) 10,926 1.05%(d)(6) 0.69%(d) 62.99%(c) - --------------------------------------------------------------------------------------------------------------------- Small/Mid Cap Growth Unaudited Period Ended June 30, 2001... -- 13.94 1.76%(c) 181,314 0.85%(d) (0.30%)(d) 48.75%(c) Year ended December 31, 2000............ (1.58) 13.70 9.25% 190,010 0.85% (0.20)% 103.19% 1999............ (2.58) 14.03 5.15% 181,931 0.85% (0.27)% 172.58% 1998............ (0.31) 15.94 5.61% 193,332 0.89% (0.11)% 162.21% 1997............ (1.70) 15.39 3.44% 213,612 0.85% 0.09% 331.19% 1996............ (0.67) 16.52 30.33% 194,108 0.84% 0.18% 217.84% - --------------------------------------------------------------------------------------------------------------------- Bond Index Unaudited Period Ended June 30, 2001... (0.30) 9.75 3.16%(c) 81,161 0.25%(d) 6.05%(d)(28) 53.84%(c) Year ended December 31, 2000............ (0.63) 9.74 11.81% 64,768 0.25%(7) 6.80% 40.46% 1999............ (0.61) 9.32 (2.57)% 38,436 0.29%(7) 6.56% 17.06% Period from May 1, to December 31, 1998(h)......... (0.52) 10.19 7.20%(c) 28,001 0.40%(d)(7) 6.17%(d) 21.09%(c) - --------------------------------------------------------------------------------------------------------------------- Large Cap Aggressive Growth Unaudited Period Ended June 30, 2001... -- 8.30 (12.77)%(c) 35,629 0.98%(d) (0.08)%(d) 53.63%(c) Year ended December 31, 2000............ (0.18) 9.52 (18.77)% 26,244 1.00%(8) (0.37)% 75.97% Period from August 31, to December 31, 1999(h)......... (0.08) 11.94 20.18%(c) 15,074 1.08%(d)(8) (0.39)%(d) 18.97%(c) - --------------------------------------------------------------------------------------------------------------------- 63 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- Selected data for each fund share of beneficial interest outstanding throughout the period end indicated: Income from Investment Operations Less Distributions ------------------------------------ --------------------------------------------------- Net Net Distribution Assets Investment Net Realized Distribution Distribution in Excess of Value at Income and Unrealized Total From From Net From Net Net Distribution Beginning Gain Gain (Loss) on Investment Investment Gains on Investment From Capital of Period (Loss) Investments(a) Operations Income Investments Income/Gains Paid-in --------- ---------- -------------- ---------- ------------ ------------ ------------ ------------ Small/Mid Cap CORE Unaudited Period Ended June 30, 2001............ $ 9.82 $0.03 $ 0.12 $ 0.15 $(0.03) -- -- -- Year ended December 31, 2000............ 9.82 0.05 0.39 0.44 (0.05) $(0.32) $(0.05) $(0.02) 1999............ 9.02 0.02 1.77 1.79 (0.03) (0.96) -- -- Period from May 1, to December 31, 1998(h)..... 10.00 -- (0.98) (0.98) -- -- -- -- - --------------------------------------------------------------------------------------------------------------------- Small Cap Value Unaudited Period Ended June 30, 2001(10)........ 11.70 0.04 2.10 2.14 (0.04) -- -- -- Year ended December 31, 2000............ 10.13 0.01 3.37 3.38 (0.01) (1.80) -- -- Period from August 31, to December 31, 1999(h)......... 10.00 -- 0.49 0.49 -- (0.36) -- -- - --------------------------------------------------------------------------------------------------------------------- Real Estate Equity Unaudited Period Ended June 30, 2001............ 13.67 0.19 0.62 0.81 (0.21) -- -- -- Year ended December 31, 2000(o)......... 11.47 0.76 2.73 3.49 (0.76) (0.06) (0.17) (0.30) 1999............ 12.46 0.78 (0.99) (0.21) (0.78) -- -- -- 1998............ 15.91 0.77 (3.38) (2.61) (0.70) (0.14) -- -- 1997............ 14.64 0.77 1.68 2.45 (0.71) (0.41) -- (0.06) 1996............ 11.70 0.76 2.97 3.73 (0.76) (0.03) -- -- - --------------------------------------------------------------------------------------------------------------------- Growth & Income Unaudited Period Ended June 30, 2001............ 14.18 0.02 (1.31) (1.29) (0.02) -- -- -- Year ended December 31, 2000(f)......... 20.01 0.17 (2.77) (2.60) (0.17) (2.69) (0.14) (0.23) 1999............ 19.49 0.20 2.88 3.08 (0.20) (2.36) -- -- 1998............ 16.61 0.23 4.75 4.98 (0.23) (1.87) -- -- 1997............ 14.65 0.27 4.07 4.34 (0.27) (2.11) -- -- 1996............ 13.94 0.34 2.43 2.77 (0.34) (1.72) -- -- - --------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data ----------------------------------------------------- Operating Net Net Assets Expenses Investment Net Assets End of to Income Value Total Period Average (Loss) to Portfolio Total at End of Investment (000s Net Average Turnover Distributions Period Return(b) Omitted) Assets Net Assets Rate ------------- ---------- ------------- ---------- --------------- ------------- ------------ Small/Mid Cap CORE Unaudited Period Ended June 30, 2001............ $(0.03) $ 9.94 1.51%(c) $ 27,689 0.90%(d)(9) 0.57%(d) 33.72%(c) Year ended December 31, 2000............ (0.44) 9.82 4.63% 21,636 0.90%(9) 0.56% 94.78% 1999............ (0.99) 9.82 20.54% 8,248 0.94%(9) 0.30% 109.12% Period from May 1, to December 31, 1998(h)..... -- 9.02 (9.81)%(c) 5,015 1.05%(d)(9) (0.01)%(d) 60.51%(c) - --------------------------------------------------------------------------------------------------------------------- Small Cap Value Unaudited Period Ended June 30, 2001(10)........ (0.04) 13.80 18.25%(c) 58,573 1.04%(d)(11) 0.66%(d) 77.07%(c) Year ended December 31, 2000............ (1.81) 11.70 34.19% 29,436 1.05%(11) 0.13% 220.80% Period from August 31, to December 31, 1999(h)......... (0.36) 10.13 5.08%(c) 5,570 1.05%(d)(11) (0.12)%(d) 51.97%(c) - --------------------------------------------------------------------------------------------------------------------- Real Estate Equity Unaudited Period Ended June 30, 2001............ (0.21) 14.27 5.95%(c) 160,629 1.08%(d) 2.87%(d) 10.80%(c) Year ended December 31, 2000(o)......... (1.29) 13.67 31.29% 158,811 0.76% 5.99% 58.81% 1999............ (0.78) 11.47 (1.69)% 126,214 0.70% 6.38% 12.95% 1998............ (0.84) 12.46 (16.71)% 152,789 0.69% 5.48% 22.69% 1997............ (1.18) 15.91 17.22% 204,131 0.69% 5.12% 20.04% 1996............ (0.79) 14.64 33.07% 151,105 0.69% 6.14% 18.37% - --------------------------------------------------------------------------------------------------------------------- Growth & Income Unaudited Period Ended June 30, 2001............ (0.02) 12.87 (9.13)%(c) 2,799,990 0.77%(d)(12) 0.35%(d) 43.75%(c) Year ended December 31, 2000(f)......... (3.23) 14.18 (13.10)% 3,324,988 0.40% 0.84% 112.94% 1999............ (2.56) 20.01 16.23% 4,218,841 0.28% 0.98% 70.16% 1998............ (2.10) 19.49 30.25% 3,670,785 0.27% 1.24% 48.45% 1997............ (2.38) 16.61 29.79% 2,785,964 0.28% 1.61% 74.56% 1996............ (2.06) 14.65 20.10% 2,047,927 0.27% 2.24% 81.02% - --------------------------------------------------------------------------------------------------------------------- 64 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - -------------------------------------------------------------------------------- Selected data for each fund share of beneficial interest outstanding throughout the period end indicated: Income from Investment Operations Less Distributions ------------------------------------ --------------------------------------------------- Net Net Distribution Assets Investment Net Realized Distribution Distribution in Excess of Value at Income and Unrealized Total From From Net From Net Net Distribution Beginning Gain Gain (Loss) on Investment Investment Gains on Investment From Capital of Period (Loss) Investments(a) Operations Income Investments Income/Gains Paid-in --------- ---------- -------------- ---------- ------------ ------------ ------------ ------------ Managed Unaudited Period Ended June 30, 2001............ $13.82 $0.15 $(0.38) $(0.23) $(0.15) -- -- -- Year ended December 31, 2000(v)......... 15.45 0.44 (0.45) (0.01) (0.44) $(1.18) -- -- 1999............ 15.64 0.44 0.94 1.38 (0.43) (1.14) -- -- 1998............ 14.35 0.46 2.43 2.89 (0.46) (1.09) -- $(0.05) 1997............ 13.35 0.59 1.86 2.45 (0.59) (0.78) -- (0.08) 1996............ 13.73 0.61 0.81 1.42 (0.61) (1.19) -- -- - --------------------------------------------------------------------------------------------------------------------- Short-Term Bond Unaudited Period Ended June 30, 2001............ 9.86 0.28 0.14 0.42 (0.29) -- -- -- Year ended December 31, 2000............ 9.72 0.61 0.14 0.75 (0.61) -- -- -- 1999............ 10.05 0.61 (0.33) 0.28 (0.61) -- -- -- 1998............ 10.08 0.61 (0.03) 0.58 (0.61) -- -- -- 1997............ 10.05 0.59 0.03 0.62 (0.59) -- -- -- 1996............ 10.23 0.54 (0.18) 0.36 (0.54) -- -- -- - --------------------------------------------------------------------------------------------------------------------- Small Cap Equity Unaudited Period Ended June 30, 2001............ 9.14 -- 0.37 0.37 -- -- -- -- Year ended December 31, 2000(v)......... 10.92 0.14 (1.13) (0.99) (0.15) (0.14) $(0.20) (0.30) 1999............ 11.59 0.09 (0.50) (0.41) (0.07) (0.01) (0.18) -- 1998............ 12.40 0.07 (0.81) (0.74) (0.07) -- -- -- 1997............ 10.73 0.08 2.66 2.74 (0.08) (0.99) -- -- Period from May 1, to December 31, 1996(h)......... 10.00 0.07 0.96 1.03 (0.07) (0.23) -- -- - --------------------------------------------------------------------------------------------------------------------- International Opportunities Unaudited Period Ended June 30, 2001............ 11.85 0.07 (1.96) (1.89) (0.06) -- -- -- Year ended December 31, 2000(16)........ 15.17 0.07 (2.57) (2.50) (0.06) (0.62) (0.05) (0.09) 1999............ 12.21 0.10 3.95 4.05 (0.11) (0.94) (0.04) -- 1998............ 10.63 0.11 1.57 1.68 (0.10) -- -- -- 1997............ 10.60 0.10 0.11 0.21 (0.10) (0.08) -- -- Period from May 1, to December 31, 1996(h)......... 10.00 0.07 0.60 0.67 (0.07) -- -- -- - --------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data --------------------------------------------------------- Operating Net Net Assets Expenses Investment Net Assets End of to Income Value Total Period Average (Loss) to Portfolio Total at End of Investment (000s Net Average Turnover Distributions Period Return(b) Omitted) Assets Net Assets Rate ------------- ---------- -------------- ---------- --------------- ---------------- ------------- Managed Unaudited Period Ended June 30, 2001............ $(0.15) $13.44 (1.73)%(c) $2,729,864 0.77%(d) 2.19%(d)(29) 90.71%(c) Year ended December 31, 2000(v)......... (1.62) 13.82 0.03% 2,995,794 0.46% 2.86% 210.35% 1999............ (1.57) 15.45 9.10% 3,430,919 0.36% 2.75% 203.86% 1998............ (1.60) 15.64 20.42% 3,301,910 0.36% 2.99% 160.57% 1997............ (1.45) 14.35 18.72% 2,800,127 0.37% 4.18% 200.41% 1996............ (1.80) 13.35 10.72% 2,386,660 0.36% 4.41% 113.61% - --------------------------------------------------------------------------------------------------------------------- Short-Term Bond Unaudited Period Ended June 30, 2001............ (0.29) 9.99 4.23%(c) 115,184 0.34%(d) 5.85%(d)(30) 45.15%(c) Year ended December 31, 2000............ (0.61) 9.86 7.98% 80,109 0.36% 6.27% 52.68% 1999............ (0.61) 9.72 2.96% 68,844 0.43% 6.25% 100.04% 1998............ (0.61) 10.05 5.82% 77,194 0.53% 6.17% 184.50% 1997............ (0.59) 10.08 6.41% 51,120 0.57% 5.67% 108.29% 1996............ (0.54) 10.05 3.61% 58,676 0.75%(13) 5.66% 20.68% - --------------------------------------------------------------------------------------------------------------------- Small Cap Equity Unaudited Period Ended June 30, 2001............ -- 9.51 4.02%(c) 76,231 1.00%(d)(14) (0.05)%(d) 21.00%(c) Year ended December 31, 2000(v)......... (0.79) 9.14 (8.89)% 70,031 0.92%(14) 1.25% 189.57% 1999............ (0.26) 10.92 (3.43)% 68,900 0.95%(14) 0.78% 117.33% 1998............ (0.07) 11.59 5.96% 64,095 1.05%(14) 0.63% 100.83% 1997............ (1.07) 12.40 25.57% 43,261 1.05%(14) 0.68% 126.10% Period from May 1, to December 31, 1996(h)......... (0.30) 10.73 10.33%(c) 10,541 1.05%(d)(14) 1.15%(d) 66.31%(c) - --------------------------------------------------------------------------------------------------------------------- International Opportunities Unaudited Period Ended June 30, 2001............ (0.06) 9.90 (15.98)%(c) 87,333 0.92%(d)(15) 1.19%(d) 8.59%(c) Year ended December 31, 2000(16)........ (0.82) 11.85 (16.36)%(17) 120,034 0.93%(15) 0.47% 37.92%(17) 1999............ (1.09) 15.17 34.01% 79,794 1.02%(15) 0.77% 34.02% 1998............ (0.10) 12.21 15.92% 64,250 1.16%(15) 0.89% 18.67% 1997............ (0.18) 10.63 1.95% 30,631 1.22%(15) 0.65% 21.09% Period from May 1, to December 31, 1996(h)......... (0.07) 10.60 6.72%(c) 17,898 1.25%(d)(15) 0.87%(d) 5.46%(c) - --------------------------------------------------------------------------------------------------------------------- 65 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - ------------------------------------------------------------------------------- Selected data for each fund share of beneficial interest outstanding throughout the period end indicated: Income from Investment Operations Less Distributions ------------------------------------ ---------------------------------------------------- Net Net Assets Investment Net Realized Distribution Distribution Net Assets Value at Income and Unrealized Total From From Net From Net Distribution Value Beginning Gain Gain (Loss) on Investment Investment Gains on From Capital Total at End of of Period (Loss) Investments(a) Operations Income Investments Paid-in Distributions Period --------- ---------- -------------- ---------- ------------ ------------ ------------ ------------- ---------- Equity Index Unaudited Period Ended June 30, 2001............ $17.64 $0.09 $(1.27) $(1.18) $(0.10) -- -- $(0.10) $16.36 Year ended December 31, 2000............ 20.46 0.22 (2.09) (1.87) (0.22) $(0.72) $(0.01) (0.95) 17.64 1999............ 17.70 0.27 3.41 3.68 (0.26) (0.66) -- (0.92) 20.46 1998............ 14.21 0.25 3.76 4.01 (0.24) (0.28) -- (0.52) 17.70 1997............ 11.10 0.24 3.41 3.65 (0.24) (0.25) (0.05) (0.54) 14.21 Period from May 1, to December 31, 1996(h)......... 10.00 0.15 1.26 1.41 (0.15) (0.10) (0.06) (0.31) 11.10 - --------------------------------------------------------------------------------------------------------------------------------- High Yield Bond Unaudited Period Ended June 30, 2001............ 7.33 0.35 0.06 0.41 (0.36) -- -- (0.36) 7.38 Year ended December 31, 2000............ 8.99 0.73 (1.65) (0.92) (0.74) -- -- (0.74) 7.33 1999............ 9.23 0.72 (0.26) 0.46 (0.70) -- -- (0.70) 8.99 Period from May 1, to December 31, 1998(h)......... 10.00 0.46 (0.76) (0.30) (0.46) (0.01) -- (0.47) 9.23 - --------------------------------------------------------------------------------------------------------------------------------- Global Bond Unaudited Period Ended June 30, 2001............ 10.34 0.18 (0.66) (0.48) -- -- -- -- 9.86 Year ended December 31, 2000(v)......... 9.82 0.48 0.67 1.15 (0.63) -- -- (0.63) 10.34 1999............ 10.60 0.48 (0.70) (0.22) (0.56) -- -- (0.56) 9.82 1998............ 10.24 0.54 0.38 0.92 (0.29) (0.09) (0.18) (0.56) 10.60 1997............ 10.16 0.59 0.30 0.89 (0.61) (0.15) (0.05) (0.81) 10.24 Period from May 1, to December 31, 1996(h)......... 10.00 0.38 0.28 0.66 (0.38) (0.12) -- (0.50) 10.16 Ratios/Supplemental Data ----------------------------------------------------- Net Operating Net Assets Expenses Investment End of to Income Total Period Average (Loss) to Portfolio Investment (000s Net Average Turnover Return(b) Omitted) Assets Net Assets Rate ---------------- -------- --------------- --------------- ------------ Equity Index Unaudited Period Ended June 30, 2001............ (6.74)%(c) $539,147 0.19%(d) 1.15%(d) 11.28%(c) Year ended December 31, 2000............ (9.15)% 525,659 0.19% 1.12% 34.11% 1999............ 21.08% 451,296 0.00%(18) 1.42% 55.24% 1998............ 28.45% 232,578 0.00%(18) 1.59% 43.31% 1997............ 32.79%(19) 101,390 0.00%(18) 1.97% 64.56% Period from May 1, to December 31, 1996(h)......... 14.23%(c)(20) 14,650 0.00%(d)(18) 2.47%(d) 15.72%(c) - ----------------------------------------------------------------------------------------- High Yield Bond Unaudited Period Ended June 30, 2001............ 5.33%(c) 38,463 0.74%(d)(21) 9.21%(d)(31) 16.59%(c) Year ended December 31, 2000............ (10.81)% 25,978 0.75%(21) 8.88% 21.94% 1999............ 5.13% 19,921 0.80%(21) 7.94% 38.62% Period from May 1, to December 31, 1998(h)......... (2.98)%(c) 14,789 0.90%(d)(21) 7.43%(d) 17.67%(c) - ----------------------------------------------------------------------------------------- Global Bond Unaudited Period Ended June 30, 2001............ (4.68)%(c) 58,109 0.95%(d)(22) 3.79%(d)(32) 20.80%(c) Year ended December 31, 2000(v)......... 12.00% 68,473 0.81%(22) 4.71% 259.60% 1999............ (2.16)% 70,991 0.83%(22) 4.70% 332.06% 1998............ 9.15% 66,791 0.95%(22) 5.27% 186.70% 1997............ 9.05% 28,647 1.00%(22) 5.80% 69.38% Period from May 1, to December 31, 1996(h)......... 6.71%(c) 12,907 1.00%(d)(22) 6.05%(d) 171.39%(c) (a) The amount shown at this caption for each fund share outstanding throughout the year may not accord with the change in the aggregate gains and losses in the portfolio securities for the year because of the timing of the purchases and withdrawals of the fund shares in relation to the fluctuating market values of the portfolio. (b) The performance of the Funds shown on this page does not reflect expense reimbursements without which the returns would have been lower during the periods shown, and does not reflect expenses and charges of the applicable separate accounts and variable products, all of which vary to a considerable extent and are described in your product's prospectus. (c) Not annualized (d) Annualized (e) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been .52% for the period ended June 30, 2001. (f) The Fund entered into a new sub-advisory agreement with Putnam Investment Management, Inc. during the period shown. 66 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - ------------------------------------------------------------------------------- (g) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.00% and 1.09% for the years ended December 31, 2000 and 1999, respectively, and 1.25% for the period ended June 30, 2001. (h) Commencement of investment operations (i) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been .89% and .96% for the years ended December 31, 2000 and 1999, respectively, and 1.04% for the period ended June 30, 2001. (j) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been .73% for the period ended June 30, 2001. (k) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been .44% for the year ended December 31, 2000. (l) The Fund entered into a new sub-advisory agreement with John Hancock Advisers, Inc. during the period shown. (m) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.57% for the period ended June 30, 2001. (n) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 2.49%, 3.44%, and 3.69% for the years ended December 31, 2000, 1999, and 1998, respectively, and 3.18% for the period ended June 30, 2001. (o) The Fund entered into a new sub-advisory agreement with Morgan Stanley Dean Witter Investment Management, Inc. during the period shown. (p) The total investment return includes the effect of the capital contribution of $.32 per share. The total investment return without the capital contribution would have been 79.02%. (q) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been .31% for the period ended June 30, 2001. (r) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been .37% and .38% and .63% for the years ended December 31, 2000, 1999, and 1998, respectively. (s) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.76% and 1.71% for the years ended December 31, 2000 and 1999, respectively, and 1.61% for the period ended June 30, 2001. (t) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.05%, 1.12%, and 1.55%, for the years ended December 31, 1998, 1997, and 1996, respectively. (u) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.27%, 1.31%, 1.82, 1.56%, and 1.44% for the years ended December 31, 2000, 1999, 1998, 1997, and 1996, respectively, and 1.31% for the period ended June 30, 2001. (v) The Fund entered into a new sub-advisory agreement with Capital Guardian Trust Company during the period shown. (w) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.13%, 1.42%, and 2.34%, for the years ended December 31, 1998, 1997, and 1996, respectively. (x) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.04% and 1.20% for the years ended December 31, 2000 and 1999, respectively, and 1.06% for the period ended June 30, 2001. (y) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.06% and 2.74%, for the years ended December 31, 1997 and 1996, respectively. (z) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.09% and 1.17% for the years ended December 31, 2000 and 1999, respectively, and 1.00% for the period ended June 30, 2001. (1) The Fund entered into a new sub-advisory agreement with Goldman Sachs Asset Management during the period shown. (2) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.95% for the period ended June 30, 2001. (3) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.36% and 1.42% for the years ended December 31, 2000 and 1999, respectively, and 1.16% for the period ended June 30, 2001. (4) The Fund entered into a new sub-advisory agreement with Wellington Management Company, LLP during the period shown. (5) The total investment return includes the effect of the capital contribution of $0.001 per share. The total investment return without the capital contribution would have been 6.18%. (6) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.14% and 2.15%, for the years ended December 31, 1997 and 1996, respectively. (7) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been .27%, .35%, and .71%, for the years ended December 31, 2000, 1999, and 1998, respectively. 67 FINANCIAL HIGHLIGHTS JOHN HANCOCK VARIABLE SERIES TRUST I - ------------------------------------------------------------------------------- (8) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.05% and 1.17% for the year ended December 31, 2000 and 1999, respectively. (9) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.23%, 2.24%, and 4.55%, for the years ended December 31, 2000, 1999, and 1998, respectively, and 1.16% for the period ended June 30, 2001. (10) The Fund entered into a new sub-advisory agreement with T. Rowe Price Associates, Inc. during the period shown. (11) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.29% and 1.61% for the year ended December 31, 2000 and 1999, respectively, and 1.10% for the period ended June 30, 2001. (12) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been .78% for the period ended June 30, 2001. (13) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been .79% for the year ended December 31, 1996. (14) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been .95%, .96%, 1.08%, 1.30%, and 2.06%, for the years ended December 31, 2000, 1999, 1998, 1997 and 1996, respectively, and 1.01% for the period ended June 30, 2001. (15) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been 1.09%, 1.15%, 1.46%, 1.57%, and 2.76%, for the years ended December 3, 2000, 1999, 1998, 1997, and 1996, respectively, and 1.03% for the period ended June 30, 2001. (16) The Fund entered into a new sub-advisory agreement with T. Rowe Price International, Inc. during the period shown. (17) Excludes merger activity. (18) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been .22%, .34%, .65%, and 1.61%, for the years ended December 31, 1999, 1998, 1997, and 1996, respectively. (19) The total investment return includes the effect of the capital contribution of $.04 per share. The total investment return without the capital contribution would have been 32.47%. (20) The total investment return includes the effect of the capital contribution of $.06 per share. The total investment return without the capital contribution would have been 13.59%. (21) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been .87%, 1.04%, and 2.03%, for the years ended December 31, 2000, 1999, and 1998, respectively, and .84% for the period ended June 30, 2001. (22) Expense ratio is net of expense reimbursements. Had such reimbursements not been made, the annual expense ratio would have been .91%, .84%, 1.02%, 1.32%, and 1.57%, for the years ended December 31, 2000, 1999, 1998, 1997, and 1996, respectively, and .98% for the period ended June 30, 2001. (23) Per share amounts have been restated to reflect a 10-for-1 stock split effective May 1, 2001. (24) Had the Fund not amortized premiums on debt securities, the annual ratio of net income to average net assets would have been 1.58% for the period ended June 30, 2001. (25) Had the Fund not amortized premiums on debt securities, the annual ratio of net income to average net assets would have been 6.33% for the period ended June 30, 2001. (26) Had the Fund not amortized premiums on debt securities, the annual ratio of net income to average net assets would have been 5.85% for the period ended June 30, 2001. (27) Had the Fund not amortized premiums on debt securities, the annual ratio of net income to average net assets would have been 1.75% for the period ended June 30, 2001. (28) Had the Fund not amortized premiums on debt securities, the annual ratio of net income to average net assets would have been 6.40% for the period ended June 30, 2001. (29) Had the Fund not amortized premiums on debt securities, the annual ratio of net income to average net assets would have been 1.58% for the period ended June 30, 2001. (30) Had the Fund not amortized premiums on debt securities, the annual ratio of net income to average net assets would have been 6.14% for the period ended June 30, 2001. (31) Had the Fund not amortized premiums on debt securities, the annual ratio of net income to average net assets would have been 9.27% for the period ended June 30, 2001. (32) Had the Fund not amortized premiums on debt securities, the annual ratio of net income to average net assets would have been 4.43% for the period ended June 30, 2001. 68 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE CAP GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Automobile - 0.5% General Motors Corp. - Cl. H ......................... 216,600 $ 4,386 Chemical - 0.3% Praxair, Inc. ........................................ 65,000 3,055 Commercial Services - 1.7% Arbitron, Inc. ....................................... 90,000 2,169 Concord EFS, Inc. .................................... 110,000 5,721 Informix Corp. ....................................... 12,452 73 Omnicom Group, Inc. .................................. 78,100 6,716 --------- 14,679 Computer Equipment - 10.0% Advanced Micro Devices, Inc. ......................... 110,000 3,177 Dell Computer Corp. .................................. 385,300 10,076 Intel Corp. .......................................... 1,322,100 38,671 International Business Machines Corp. ................ 234,200 26,465 Lexmark International Group, Inc. - Cl. A ............ 134,000 9,011 --------- 87,400 Computer Software & Services - 13.6% Adobe Systems, Inc. .................................. 189,800 8,921 Cadence Design Systems, Inc. * ....................... 281,400 5,242 Electronic Data Systems Corp. ........................ 83,000 5,187 First Data Corp. ..................................... 50,100 3,219 Fiserv, Inc. ......................................... 60,000 3,839 Intuit, Inc.* ........................................ 206,000 8,238 Microsoft Corp. ...................................... 843,000 61,539 Oracle Corp.* ........................................ 671,200 12,753 Peoplesoft, Inc. ..................................... 60,300 2,969 SunGard Data Systems, Inc. ........................... 239,200 7,178 --------- 119,085 Consumer Miscellaneous - 0.8% Black & Decker Corp. ................................. 184,100 7,265 Cosmetic & Personal Care - 0.8% Colgate-Palmolive Co. ................................ 120,000 7,079 Diversified Operations - 10.1% Danaher Corp. ........................................ 98,200 5,499 General Electric Co. ................................. 1,599,500 77,976 Tyco International, Ltd. ............................. 90,000 4,905 --------- 88,380 Electric Power - 1.1% Calpine Corp. * ...................................... 91,400 3,455 Duke Energy Co. ...................................... 95,000 3,706 Exelon Corp. ......................................... 35,000 2,244 --------- 9,405 Electronic Products & Services - 8.8% Analog Devices, Inc.* ................................ 179,600 7,768 Applera Corporation - Applied Biosystems Group ....... 160,000 4,280 Applied Materials, Inc.* ............................. 169,400 8,317 Cabot Microelectronics Corp. ......................... 38,000 2,356 Cisco Systems, Inc. * ................................ 668,300 12,163 KLA-Tencor Corp. * ................................... 105,900 6,192 LSI Logic Corp. ...................................... 179,000 3,365 Maxim Integrated Products, Inc.* ..................... 141,500 6,256 Novellus Systems, Inc. * ............................. 101,900 5,787 QLogic Corp. ......................................... 24,500 1,579 Tektronix, Inc. ...................................... 115,600 3,139 Texas Instruments, Inc. .............................. 297,500 9,371 Waters Corp. ......................................... 71,300 1,969 Xilinx, Inc. * ....................................... 117,100 4,829 --------- 77,371 Energy - Alternative Source - 0.9% Dynegy, Inc. - Cl. A ................................. 132,100 6,143 El Paso Corp. ........................................ 43,500 2,285 --------- 8,428 Food, Beverage & Tobacco - 2.0% Archer Daniels Midland Co. ........................... 184,100 2,393 Philip Morris Cos., Inc. ............................. 275,800 13,997 Sara Lee Corp. ....................................... 63,402 1,201 --------- 17,591 Health Care Products - 18.7% Abbott Laboratories .................................. 140,000 6,721 Allergan, Inc. ....................................... 155,400 13,287 American Home Products Corp. ......................... 172,900 10,104 Baxter International, Inc. ........................... 72,000 3,528 Bristol-Myers Squibb Co. ............................. 187,700 9,817 Invitrogen Corp. * ................................... 87,600 6,290 Johnson & Johnson .................................... 322,774 16,139 Laboratory Corp. of America Holdings ................. 62,400 4,798 Merck & Co., Inc. .................................... 256,500 16,393 Pfizer, Inc. ......................................... 1,388,500 55,609 Pharmacia Corp. ...................................... 141,700 6,511 Schering-Plough Corp. ................................ 330,400 11,974 UnitedHealth Group, Inc. ............................. 48,000 2,964 --------- 164,135 Health Care Services - 1.9% Lincare Holdings, Inc. ............................... 283,000 8,493 Trigon Healthcare, Inc. .............................. 73,700 4,779 Universal Health Services, Inc. - Cl. B * ............ 82,200 3,740 --------- 17,012 Insurance - 1.8% Everest Group, Ltd. .................................. 25,000 1,870 Hartford Financial Services Group, Inc. .............. 62,700 4,289 Lincoln National Corp. ............................... 88,500 4,580 69 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE CAP GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Insurance - Continued Partners, Ltd. .......................................... 86,200 $ 4,775 --------- 15,514 Leisure & Recreation - 0.2% Sabre Group Holdings, Inc. .............................. 38,000 1,900 Media - TV & Radio - 7.0% AOL Time Warner, Inc. * ................................. 802,400 42,527 BEA Systems, Inc. ....................................... 108,100 3,320 Clear Channel Communications, Inc. * .................... 38,700 2,426 Viacom, Inc. - Cl. B * .................................. 168,900 8,741 Westwood One, Inc. * .................................... 123,800 4,562 --------- 61,576 Natural Gas Distribution - 0.4% Enron Corp. ............................................. 69,800 3,420 Oil & Natural Gas Exploration & Production - 0.3% Noble Drilling Corp. * .................................. 80,000 2,620 Oil - Equipment & Service - 0.3% BJ Services Co. ......................................... 107,200 3,042 Personal & Commercial Lending - 0.9% Citigroup, Inc. ......................................... 150,000 7,926 Retail - Department Stores - 9.0% Abercrombie & Fitch Co. ................................. 102,800 4,575 Bed Bath & Beyond, Inc. ................................. 100,000 3,120 Family Dollar Stores, Inc. .............................. 175,300 4,493 Home Depot, Inc. ........................................ 400,000 18,620 Kohl's Corp. ............................................ 289,500 18,160 Lowe's Cos., Inc. ....................................... 130,400 9,461 Target Corp. ............................................ 62,400 2,159 TJX Cos., Inc. .......................................... 153,100 4,879 Wal-Mart Stores, Inc. ................................... 272,500 13,298 --------- 78,765 Retail - Drug Stores - 1.1% CVS Corp. ............................................... 89,400 3,451 Walgreen Co. ............................................ 171,800 5,867 --------- 9,318 Telecommunication Equipment - 2.8% Comverse Technology, Inc. * ............................. 55,100 3,146 Linear Technology Corp. ................................. 156,400 6,916 Micron Technology, Inc. ................................. 70,200 2,885 Nokia Oyj - ADR ......................................... 87,400 1,927 Qualcomm, Inc. .......................................... 161,700 9,456 --------- 24,330 Telecommunication Services - 1.7% Broadwing, Inc. ......................................... 182,300 4,457 Sprint PCS (PCS Group) .................................. 310,200 7,492 Verizon Communications .................................. 53,700 2,873 --------- 14,822 Telephone - 1.7% AT&T Corp. - Liberty Media Group - Cl. A * ............. 216,500 $ 3,787 Qwest Communications International, Inc. * ............. 344,700 10,985 --------- 14,772 U.S. Government Agencies - 1.1% Federal National Mortgage Assoc. ....................... 117,400 9,997 --------- TOTAL COMMON STOCK-99.5% 873,273 --------- SHORT-TERM INVESTMENTS Investment in joint trading account - 2.0% Investment in joint trading account 3.97% due 07/02/01 .......................... $ 17,658 17,658 Cash Equivalents - 2.3% Navigator Securities Lending Prime Portfolio ** ................................ 22,023,031 20,023 ------------- --------- TOTAL SHORT-TERM INVESTMENTS 4.3% 37,681 ------------- --------- TOTAL INVESTMENTS- 103.8% 910,954 Other Assets & Liabilities, Net- (3.8)% (33,072) ------------- --------- NET ASSETS- 100.0% $ 877,882 ============= ========= ADR-American Depository Receipts. * Non-income producing security. ** Represents investment of security lending collateral. See notes to financial statements. 70 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- FUNDAMENTAL GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Bank - 1.6% M&T Bank Corp. .................................. 3,750 $ 283 Zions Bancorp ................................... 6,400 378 --------- 661 Brokerage & Investment Management - 2.1% Investment Technology Group, Inc. ............... 7,500 377 Legg Mason, Inc. ................................ 9,700 483 --------- 860 Business Services - 1.6% Interpublic Group Cos., Inc. .................... 22,800 669 Commercial Services - 7.2% Cintas Corp. .................................... 10,700 495 Concord EFS, Inc. ............................... 8,100 421 Convergys Corp. * .............................. 23,500 711 Ecolab, Inc. .................................... 9,600 393 Lamar Advertising Co.* .......................... 11,100 489 The Dun & Bradstreet Corp. * .................... 11,800 395 --------- 2,904 Computer Equipment - 1.6% Brocade Communications Systems, Inc. * .......... 8,600 378 McData Corp. .................................... 3,900 69 Network Appliance, Inc. ......................... 13,800 189 --------- 636 Computer Software & Services - 11.8% Adobe Systems, Inc. ............................. 6,800 319 Fiserv, Inc. .................................... 10,300 659 i2 Technologies, Inc. ........................... 6,600 131 Informatica Corp. ............................... 9,400 163 Internet Security System, Inc. .................. 5,555 270 Manugistics Group, Inc. ......................... 6,400 160 Micromuse, Inc. * .............................. 12,100 339 Peregrine Systems, Inc. ......................... 42,500 1,232 Retek, Inc. ..................................... 11,800 566 SunGard Data Systems, Inc. ...................... 2,000 60 Synopsys, Inc. .................................. 3,550 172 VeriSign, Inc. .................................. 10,050 603 WebMethods, Inc. ................................ 4,000 85 --------- 4,759 Consumer Miscellaneous - 2.3% Harley-Davidson, Inc. ........................... 20,000 942 Cosmetic & Personal Care - 1.6% Estee Lauder Cos., Inc. - Cl. A ................. 14,800 638 Electric Power - 2.1% Calpine Corp. * ................................ 8,350 316 CMS Energy Corp. ................................ 10,700 298 Mirant Corp.* .................................. 6,600 227 --------- 841 Electronic Products & Services - 15.0% Applera Corporation - Applied Biosystems Group .......................................... 14,600 390 Atmel Corp. * .................................. 41,500 560 Celestica, Inc. ................................. 9,150 471 Emulex Corp. * .................................. 7,000 283 GlobeSpan, Inc. ................................. 10,250 150 Integrated Device Technology, Inc. .............. 8,400 266 Jabil Circuit, Inc. ............................. 11,200 346 KLA-Tencor Corp. * .............................. 4,150 243 Lam Research Corp. .............................. 6,000 178 LSI Logic Corp. ................................. 14,800 278 Maxim Integrated Products, Inc. * .............. 4,600 203 Micrel, Inc. .................................... 8,500 280 PerkinElmer, Inc. ............................... 26,000 716 PMC-Sierra, Inc. ................................ 14,600 454 QLogic Corp. * .................................. 13,200 851 Waters Corp. * .................................. 14,000 386 --------- 6,055 Energy - Alternative Source - 0.9% Dynegy, Inc. - Cl.A ............................. 7,470 347 Financial Services - 1.0% Providian Financial Corp.* ...................... 6,600 391 Food, Beverage & Tobacco - 1.0% Sysco Corp. ..................................... 15,400 418 Health Care Products - 17.9% Abgenix, Inc.* .................................. 5,550 250 Allergan, Inc. .................................. 9,250 791 Andrx Corp.* .................................... 8,600 662 Diversa Corp. ................................... 4,300 87 Forest Laboratories, Inc.* ...................... 550 39 Genzyme Corp. ................................... 3,800 232 Gilead Sciences, Inc. * ........................ 5,850 340 Human Genome Sciences, Inc. ..................... 3,950 238 IDEXX Laboratories, Inc. * ...................... 7,900 247 Inhale Therapeutic Systems, Inc. * .............. 10,300 237 Invitrogen Corp. ................................ 1,500 108 Ivax Corp. ...................................... 23,025 898 King Pharmaceuticals, Inc. ...................... 8,000 430 MedImmune, Inc. * .............................. 23,000 1,086 Millennium Pharmaceuticals, Inc. * .............. 14,700 523 Protein Design Labs, Inc. * .................... 2,800 243 Shire Pharmaceuticals Group Place ADR ............................................ 6,100 338 Stryker Corp. ................................... 8,350 458 --------- 7,207 Health Care Services - 2.5% AmeriSource Health Corp. - Cl. A ................ 7,600 420 Idec Pharmaceuticals Corp. ...................... 3,700 251 Quest Diagnostics, Inc. * ...................... 4,800 359 --------- 1,030 71 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- FUNDAMENTAL GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Insurance - 2.6% Ace, Ltd.* ...................................... 14,600 $ 571 XL Capital, Ltd. - Cl. A ........................ 6,100 501 -------- 1,072 Leisure & Recreation - 1.0% Four Seasons Hotels, Inc. ....................... 3,800 210 International Game Technology ................... 3,200 201 -------- 411 Media - TV / Radio - 2.4% BEA Systems, Inc. ............................... 11,200 344 Radio One, Inc. ................................. 3,100 71 Radio One, Inc. - Cl. D* ........................ 4,600 101 Time Warner Telecom, Inc. - Cl. A ............... 6,340 213 Univision Communications, Inc. - Cl. A* ......... 5,700 244 -------- 973 Oil & Natural Gas Exploration & Production - 4.1% Devon Energy Corp. .............................. 5,400 284 Global Marine, Inc.* ............................ 21,600 402 Murphy Oil Corp. ................................ 3,750 276 Transocean Sedco Forex, Inc. .................... 16,900 697 -------- 1,659 Oil - Equipment & Service - 2.1% Cooper Cameron Corp.* ........................... 4,900 273 Smith International, Inc. ....................... 9,300 557 -------- 830 Personal & Commercial Lending - 2.1% AmeriCredit Corp. ............................... 3,900 202 Capital One Financial Corp. ..................... 8,100 486 Metris Cos., Inc. ............................... 4,500 152 -------- 840 Real Estate Investment Trust - 0.8% Boston Properties, Inc. ......................... 7,700 315 Real Estate Operations - 0.6% HomeStore.com, Inc. ............................. 7,000 245 Retail - Department Stores - 3.6% Family Dollar Stores, Inc. ...................... 21,400 549 RadioShack Corp. ................................ 12,300 375 Talbots, Inc. ................................... 4,300 188 Tiffany & Co. ................................... 9,167 332 -------- 1,444 Retail - Food - 3.3% Darden Restaurants, Inc. ........................ 14,650 409 Starbucks Corp. * .............................. 39,500 908 -------- 1,317 Telecommunication Equipment - 3.6% Comverse Technology, Inc.* ...................... 3,950 226 Linear Technology Corp. ......................... 2,900 128 Sonus Networks, Inc.* ........................... 13,000 304 Symbol Technologies, Inc. ....................... 35,550 789 -------- 1,447 Telecommunication Services - 0.8% Crown Castle International Corp. ................ 19,000 312 Telephone - 1.0% Telephone and Data Systems, Inc. ................ 3,600 391 -------- TOTAL COMMON STOCK- 98.2% 39,614 -------- Par Value (000's) SHORT-TERM INVESTMENTS - 2.9% Investment in joint trading account 3.97% due 07/02/01 .............................. $ 1,186 1,186 -------- -------- TOTAL INVESTMENTS- 101.1% 40,800 Other Assets & Liabilities, Net- (1.1)% (458) -------- -------- NET ASSETS- 100.0% $ 40,342 ======== ======== ADR-American Depository Receipts. *Non-income producing security. See notes to financial statements. 72 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- AGGRESSIVE BALANCED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 1.5% Boeing Co. ...................................... 800 $ 44 General Dynamics Corp. .......................... 1,300 101 United Technologies Corp. ....................... 2,100 154 -------- 299 Automobile - 1.4% Ford Motor Co. .................................. 4,900 120 General Motors Corp. ............................ 1,800 116 General Motors Corp. - Cl. H .................... 2,400 49 -------- 285 Bank - 4.3% Bank of America Corp. ........................... 2,100 126 Bank of New York Co., Inc. ...................... 2,400 115 Comerica, Inc. .................................. 900 52 FleetBoston Financial Corp. ..................... 1,700 67 JP Morgan Chase & Co. ........................... 3,200 143 US Bancorp ...................................... 8,200 187 Washington Mutual, Inc. ......................... 5,100 191 -------- 881 Chemical - 1.8% Air Products & Chemicals, Inc. .................. 2,100 96 Dow Chemical Co. ................................ 5,500 183 Praxair, Inc. ................................... 2,100 99 -------- 378 Commercial Services - 0.7% Avery Dennison Corp. ............................ 1,700 87 Concord EFS, Inc. ............................... 900 47 -------- 134 Computer Equipment - 4.7% Apple Computer, Inc. ............................ 2,600 61 Dell Computer Corp. ............................. 4,100 107 Intel Corp. ..................................... 11,100 325 International Business Machines Corp. ........... 2,800 316 Lexmark International Group, Inc. - Cl. A ....... 2,200 148 -------- 957 Computer Software & Services - 6.4% Adobe Systems, Inc. ............................. 1,100 52 Cadence Design Systems, Inc. .................... 4,600 86 Electronic Data Systems Corp. ................... 1,500 94 First Data Corp. ................................ 2,800 180 Intuit, Inc. .................................... 1,000 40 Microsoft Corp. ................................. 8,400 613 Oracle Corp. .................................... 6,400 121 Peoplesoft, Inc. ................................ 700 34 SunGard Data Systems, Inc. ...................... 2,600 78 -------- 1,298 Consumer Miscellaneous - 0.7% Black & Decker Corp. ............................ 2,200 87 Parker-Hannifin Corp. ........................... 1,300 55 -------- 142 Cosmetic & Personal Care - 1.1% Avon Products, Inc. ............................. 2,200 102 Colgate-Palmolive Co. ........................... 1,000 59 Unilever NV - NY Shares ......................... 900 53 -------- 214 Diversified Operations - 5.6% Danaher Corp. ................................... 1,300 73 General Electric Co. ............................ 17,100 834 Tyco International, Ltd. ........................ 4,300 234 -------- 1,141 Electric Power - 2.1% AES Corp. ....................................... 700 30 Allegheny Energy, Inc. .......................... 1,800 87 Duke Energy Co. ................................. 3,400 133 Exelon Corp. .................................... 2,700 173 -------- 423 Electronic Products & Services - 2.6% Analog Devices, Inc. ............................ 1,600 69 Applied Materials, Inc. ......................... 1,200 59 Cisco Systems, Inc. ............................. 3,500 64 KLA-Tencor Corp. ................................ 900 53 LSI Logic Corp. ................................. 2,300 43 Maxim Integrated Products, Inc. ................. 1,200 53 Tektronix, Inc. ................................. 1,700 46 Texas Instruments, Inc. ......................... 3,000 95 Xilinx, Inc. .................................... 1,200 49 -------- 531 Energy - Alternative Source - 0.7% Dynegy, Inc. - Cl. A ............................ 1,800 83 El Paso Corp. ................................... 1,100 58 -------- 141 Food, Beverage & Tobacco - 3.5% Anheuser-Busch Cos., Inc. ....................... 1,900 78 Archer Daniels Midland Co. ...................... 4,000 52 Coca-Cola Co. ................................... 1,900 86 General Mills, Inc. ............................. 2,200 97 Kraft Foods, Inc. - Cl. A ...................... 1,300 40 PepsiCo, Inc. ................................... 1,500 66 Philip Morris Cos., Inc. ........................ 4,900 249 Sara Lee Corp. .................................. 2,280 43 -------- 711 Health Care Products - 8.9% Abbott Laboratories ............................. 2,000 96 Allergan, Inc. .................................. 1,400 120 American Home Products Corp. .................... 1,800 105 Bristol-Myers Squibb Co. ........................ 4,100 215 73 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- AGGRESSIVE BALANCED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Health Care Products - Continued Invitrogen Corp. ................................ 600 $ 43 Johnson & Johnson ............................... 4,700 235 Laboratory Corporation of America Holdings ...... 1,200 92 Merck & Co., Inc. ............................... 4,200 268 Millipore Corp. ................................. 700 43 Pfizer, Inc. .................................... 13,300 533 Schering-Plough Corp. ........................... 2,000 73 -------- 1,823 Health Care Services - 0.7% First Health Group Corp. ........................ 1,400 34 Lincare Holdings, Inc. .......................... 2,000 60 Trigon Healthcare, Inc. ......................... 800 52 -------- 146 Insurance - 3.4% American International Group, Inc. .............. 1,400 121 Hartford Financial Services Group, Inc. ......... 2,400 164 Lincoln National Corp. .......................... 2,500 129 St. Paul Cos., Inc. ............................. 2,000 101 Torchmark, Inc. ................................. 2,300 93 XL Capital, Ltd. - Cl. A ........................ 1,000 82 -------- 690 Leisure & Recreation - 0.4% Sabre Group Holdings, Inc. ...................... 1,500 75 Media - TV & Radio - 3.5% AOL Time Warner, Inc. ........................... 8,100 429 Clear Channel Communications, Inc. .............. 700 44 The Walt Disney Co. ............................. 3,400 98 Viacom, Inc. - Cl. B ............................ 2,800 145 -------- 716 Metals & Mining - 1.1% Alcan Aluminum, Ltd. ............................ 1,200 51 Alcoa, Inc. ..................................... 1,500 59 Minnesota Mining & Manufacturing Co. ............ 1,000 114 -------- 224 Natural Gas Distribution - 0.3% Enron Corp. ..................................... 1,800 88 Oil - 1.3% Baker Hughes, Inc. .............................. 1,800 60 Royal Dutch Petroleum Co. - NY Shares ........... 3,700 216 -------- 276 Oil & Natural Gas Exploration & Production - 3.5% BP Amoco PLC - ADR .............................. 800 40 Chevron Corp. ................................... 1,500 136 Exxon Mobil Corp. ............................... 4,900 428 Kerr-McGee Corp. ................................ 700 46 Noble Drilling Corp. ............................ 800 26 USX-Marathon Group .............................. 1,600 47 -------- 723 Paper & Forest Products - 0.5% Kimberly-Clark Corp. ............................ 1,800 101 Personal & Commercial Lending - 2.9% Citigroup, Inc. ................................. 11,100 586 Retail - Department Stores - 5.7% Abercrombie & Fitch Co. ......................... 1,400 62 Bed Bath & Beyond, Inc. ......................... 2,100 65 Home Depot, Inc. ................................ 3,200 149 Kohl's Corp. .................................... 2,100 132 Lowe's Cos., Inc. ............................... 3,100 225 May Department Stores Co. ....................... 1,900 65 Target Corp. .................................... 2,300 80 TJX Cos., Inc. .................................. 3,600 115 Toys "R" Us, Inc. ............................... 1,500 37 Wal-Mart Stores, Inc. ........................... 4,900 239 -------- 1,169 Retail - Drug Stores - 0.7% CVS Corp. ....................................... 2,100 81 Walgreen Co. .................................... 1,500 51 -------- 132 Retail - Food - 0.2% Brinker International, Inc. ..................... 1,200 31 Steel - 0.2% Nucor Corp. ..................................... 1,000 49 Telecommunication Equipment - 1.1% Comverse Technology, Inc. ....................... 700 40 Linear Technology Corp. ......................... 1,600 71 Qualcomm, Inc. .................................. 1,900 111 -------- 222 Telecommunication Services - 3.2% Broadwing, Inc. ................................. 3,000 73 Sprint PCS (PCS Group) .......................... 4,500 109 Verizon Communications .......................... 7,100 380 WorldCom, Inc. .................................. 7,000 99 -------- 661 Telephone - 1.7% AT&T Corp. - Liberty Media Group - Cl. A ........................................ 5,500 96 Qwest Communications International, Inc. ........ 5,300 169 Telephone and Data Systems, Inc. ................ 700 76 -------- 341 Transportation Services - 0.2% Union Pacific Corp. ............................. 600 33 74 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- AGGRESSIVE BALANCED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued U.S. Government Agencies - 1.4% Federal National Mortgage Assoc. ................ 3,300 $ 281 ---------- TOTAL COMMON STOCK- 78.0% 15,902 ---------- Par Value (000's) PUBLICLY-TRADED-BONDS Aerospace & Defense - 0.1% Lockheed Martin Corp. - Bonds 8.5% due 12/01/29 ............................... $ 15 17 Automobile - 0.3% Ford Motor Co. - Bonds 6.625% due 10/01/28 ............................. 60 52 Bank - 0.7% Bank of America Corp. 7.4% due 01/15/11 ............................... 80 83 BankBoston Corp. - Sr. Notes 6.125% due 03/15/02 ............................. 50 51 ---------- 134 Brokerage & Investment Management - 0.4% Lehman Brothers Holdings, Inc. - Notes 6.625% due 04/01/04 ............................. 50 51 Morgan Stanley Group, Inc. 6.75% due 04/15/11 .............................. 30 30 ---------- 81 Computer Equipment - 0.1% International Business Machines Corp. - Notes 5.625% due 04/12/04 ............................. 30 30 Electric Power - 0.1% Exelon Corp. - Sr. Notes 6.75% due 05/01/11 .............................. 25 24 Financial Services - 0.8% Associates Corp. of North America - Sr. Notes 6.25% due 11/01/08 .............................. 45 44 General Electric Capital Corp. 7.5% due 05/15/05 ............................... 30 32 Goldman Sachs Group, Inc. 6.875% due 01/15/11 ............................. 25 25 Green Tree Financial Corp. - Ser. 1996-8 Cl. A6 7.6% due 10/15/27 ............................... 50 53 ---------- 154 Foreign Governmental - 0.4% Province of Quebec - Debs. 5.5% due 04/11/06 ............................... 35 34 7.5% due 09/15/29 ............................... 45 48 ---------- 82 Health Care Services - 0.4% Columbia/HCA Healthcare Corp. 6.91% due 06/15/05 .............................. 30 30 HCA-The Healthcare Co. - Sr. Notes 7.875% due 02/01/11 ............................. 50 50 ---------- 80 Media - TV & Radio - 0.3% News America, Inc. - Debs. 7.125% due 04/08/28 ............................. 20 17 Time Warner, Inc. 6.625% due 05/15/29 ............................. 20 18 Viacom, Inc. 7.7% due 07/30/10 ............................... 30 32 ---------- 67 Natural Gas Distribution - 0.2% Enron Corp. - Debs. 9.125% due 04/01/03 ............................. 30 32 Personal & Commercial Lending - 1.7% Citigroup, Inc. 6.5% due 01/18/11 ............................... 60 60 Citigroup, Inc. - Notes 6.5% due 02/07/06 ............................... 30 30 Ford Motor Credit Co. - Notes 6.875% due 02/01/06 ............................. 60 61 General Motors Acceptance Corp. 7.5% due 07/15/05 ............................... 40 42 Household Financial Corp. - Notes 6.0% due 05/01/04 ............................... 30 30 6.5% due 01/24/06 ............................... 75 76 6.75% due 05/15/11 .............................. 50 49 ---------- 348 Retail - Department Stores - 0.5% Target Corp. 6.35% due 01/15/11 .............................. 60 59 Wal Mart Stores, Inc. 7.55% due 02/15/30 .............................. 40 44 ---------- 103 Retail - Food - 0.2% The Kroger Co. 6.8% due 04/01/11 ............................... 50 49 Telecommunication Equipment - 0.1% BellSouth Capital Funding - Debs. 7.875% due 02/15/30 ............................. 10 11 Telecommunication Services - 0.2% Worldcom, Inc. - Notes 7.5% due 05/15/11 ............................... 45 44 Telephone - 0.3% AT&T Corp. - Notes 6.5% due 03/15/29 ............................... 15 13 75 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- AGGRESSIVE BALANCED FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED-BONDS - Continued Telephone - Continued Sprint Capital Corp. 7.625% due 01/30/11 ............................. $ 40 $ 39 U.S. West Capital Funding, Inc. 6.875% due 07/15/28 ............................. 10 9 -------- 61 U.S. Government Agencies - 11.2% Federal National Mortgage Assoc. 6.0% due 07/25/16 ............................... 150 148 6.0% due 07/25/31 ............................... 220 211 6.625% due 11/15/30 ............................. 168 169 6.75% due 08/15/02 .............................. 110 113 7.0% due 07/25/31 ............................... 240 241 7.125% due 06/15/10 ............................. 160 171 7.5% due 07/25/16 ............................... 300 308 7.5% due 07/25/31 ............................... 279 285 Federal National Mortgage Assoc. - Notes 4.75% due 11/14/03 .............................. 400 400 7.0% due 07/15/05 ............................... 220 232 -------- 2,278 U.S. Governmental - 3.1% U.S. Treasury - Bonds 5.875% due 11/15/04 ............................. 310 321 8.875% due 08/15/17 ............................. 90 118 U.S. Treasury - Notes 5.75% due 08/15/10 .............................. 65 67 6.5% due 02/15/10 ............................... 20 21 6.625% due 05/15/07 ............................. 100 107 -------- 634 TOTAL PUBLICLY-TRADED BONDS ..................... 21.1% 4,281 -------- -------- SHORT-TERM INVESTMENTS - 7.3% Investment in joint trading account 3.97% due 07/02/01 ............................. 1,495 1,495 -------- -------- TOTAL INVESTMENTS- 106.4% 21,678 Other Assets & Liabilities, Net- (6.4)% (1,300) -------- -------- NET ASSETS- 100.0% $ 20,378 ======== ======== ADR-American Depository Receipts. See notes to financial statements. 76 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- ACTIVE BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS Aerospace & Defense - 1.0% Boeing Cap. Corp. - Sr. Notes 6.1% due 03/01/11 ............................... $ 2,480 $ 2,417 Jet Equipment Trust 10.91% due 08/15/14 ............................. 2,100 2,268 Lockheed Martin Corp. - Bonds 8.5% due 12/01/29 ............................... 3,305 3,665 --------- 8,350 Agricultural Operations - 0.5% Cargill, Inc. 6.25% due 05/01/06 .............................. 1,870 1,867 Marlin Water Trust - Sr. Notes 144A 7.09% due 12/15/01 .............................. 2,553 2,570 --------- 4,437 Automobile - 0.7% Delphi Automotive Systems Corp. - Notes 6.55% due 06/15/06 .............................. 3,100 3,104 Ford Motor Co. - Bonds 7.45% due 07/16/31 .............................. 2,675 2,567 --------- 5,671 Bank - 4.0% Abbey National First Capital - Sr. Sub. Notes 8.2% due 10/15/04 ............................... 4,000 4,281 Bank One Corp. 7.875% due 08/01/10 ............................. 1,575 1,686 Barclays Bank PLC 144A 7.375% due 12/15/49 ............................. 2,070 2,056 BNP Paribus Capital Trust - Sub. 144A 9.003% due 12/29/49 ............................. 1,625 1,779 Capital One Bank - Sr. Notes 6.875% due 02/01/06 ............................. 1,905 1,860 Colonial Bank Montgomery Al - Sub. Notes 9.375% due 06/01/11 ............................. 1,555 1,589 HSBC Holdings PLC 7.5% due 07/15/09 ............................... 2,115 2,210 International Bank of Reconstruction & Development - Debs. 8.25% due 09/01/16 .............................. 2,150 2,523 RBSG Capital Corp. - Notes 10.125% due 03/01/04 ............................ 5,000 5,500 Royal Bank of Scotland Group PLC 8.817% due 03/31/05 ............................. 1,870 2,006 Sanwa Bank , Ltd. - Sub. Notes 7.4% due 06/15/11 ............................... 1,650 1,591 Skandinaviska Enskida Banken - Sub. Notes STEP UP 144A 6.5% due 12/29/49 ............................... 1,935 1,947 Standard Chartered Bank - Sub. Notes 144A 8.0% due 05/30/31 ............................... 1,685 1,712 Zions Financial Corp. - GTD 144A 6.95% due 05/15/11 .............................. 2,255 2,255 --------- 32,995 Brokerage & Investment Management - 0.4% Salomon Brothers Mortgage Securities VII 6.75% due 07/25/24 .............................. 1,890 1,897 Salomon, Inc. - Notes 5.875% due 03/15/06 ............................. 1,540 1,530 --------- 3,427 Chemical - 0.7% Akzo Nobel, Inc. - Bonds 144A 6.0% due 11/15/03 ............................... 1,630 1,644 Equistar Chemical - Notes 8.5% due 02/15/04 ............................... 1,650 1,596 Millenium America, Inc. 144A 9.25% due 06/15/08 .............................. 790 790 NOVA Chemicals Corp. - Notes 7.0% due 05/15/06 ............................... 1,665 1,658 --------- 5,688 Computer Software & Services - 0.4% Systems 2001 LLC - Cl. B 144A 7.156% due 12/15/11 ............................. 3,120 3,117 Container - 0.3% Sealed Air Corp. 8.75% due 07/01/08 .............................. 985 959 Stone Container Corp. 9.75% due 02/01/11 .............................. 1,315 1,338 --------- 2,297 Cosmetic & Personal Care - 0.2% International Flavors & Fragrances, Inc.- Notes 144A 6.45% due 05/15/06 .............................. 1,980 1,977 Electric Power - 8.4% AES Corp. 9.375% due 09/15/10 ............................. 725 730 AES Corp. - Sr. Notes 9.5% due 06/01/09 ............................... 1,645 1,678 AES Corp. - Sr. Sub. Notes 10.25% due 07/15/06 ............................. 2,243 2,254 AES Eastern Energy 9.0% due 01/02/17 ............................... 2,130 2,180 77 SCHEDULE OF INVESTMENTS - Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- ACTIVE BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Electric Power - Continued Beaver Valley Funding Corp. - Debs. 9.0% due 06/01/17 ............................... $ 2,365 $ 2,486 BVPS II Funding Corp. - Coll. Lease Bonds 8.89% due 06/01/17 .............................. 2,464 2,620 CalEnergy Co., Inc. - Bonds 8.48% due 09/15/28 .............................. 2,685 2,893 Calpine Canada Energy 8.5% due 05/01/08 ............................... 1,600 1,536 Calpine Corp. 8.25% due 08/15/05 .............................. 1,460 1,449 Calpine Corp. - Sr. Notes 8.5% due 02/15/11 ............................... 1,595 1,534 10.5% due 05/15/06 .............................. 1,920 1,958 Cleveland Electric Illuminating Co. 7.88% due 11/01/17 .............................. 480 489 Cleveland Electric Illuminating Co. - 1st Mtge. 9.5% due 05/15/05 ............................... 5,775 5,949 CMS Energy Corp. 9.875% due 10/15/07 ............................. 730 765 CMS Energy Corp. - Sr. Notes 6.75% due 01/15/04 .............................. 2,040 1,960 8.125% due 05/15/02 ............................. 2,650 2,655 CMS Energy Corp - Sr. Notes 8.5% due 04/15/11 ............................... 310 301 Exelon Generation Co. LLC - Sr. Notes 144A 6.95% due 06/15/11 .............................. 3,090 3,070 Long Island Lighting Co. - Debs. 8.2% due 03/15/23 ............................... 3,235 3,279 Mirant Corp. 8.3% due 05/01/11 ............................... 1,940 1,954 Monterrey Power SA de CV - Sec. Bonds 144A 9.625% due 11/15/09 ............................. 650 684 Niagara Mohawk Power Corp. - Debs. 8.77% due 01/01/18 .............................. 3,909 3,984 Pinnacle West Capital Corp. - Sr. Notes 6.4% due 04/01/06 ............................... 2,345 2,299 PNPP II Funding Corp. - Debs. 9.12% due 05/30/16 .............................. 2,455 2,629 Progress Energy, Inc. - Sr. Notes 7.1% due 03/01/11 ............................... 1,555 1,575 PSEG Energy Holdings, Inc. - Sr. Notes 144A 8.625% due 02/15/08 ............................. 1,665 1,673 PSEG Power LLC 8.625% due 04/15/31 ............................. 1,665 1,794 Sierra Pacific Resources - Notes 8.75% due 05/15/05 .............................. 1,125 1,151 System Energy Resources, Inc. - 1st Mtge. 7.71% due 08/01/01 .............................. 2,590 2,596 TXU Electric & Gas 8.175% due 01/30/37 ............................. 1,810 1,781 Waterford Funding Corp. - Bonds 8.09% due 01/02/17 .............................. 4,136 4,073 XCEL Energy, Inc. - Sr. Notes 7.0% due 12/01/10 ............................... 2,470 2,478 --------- 68,457 Electrical Equipment - 0.3% HQI Transelec Chile 7.875% due 04/15/11 ............................. 2,500 2,509 Financial Services - 4.0% American Express Credit Corp. 7.2% due 09/17/07 ............................... 2,000 2,119 Bank of New York Institution Capital 144A 7.78% due 12/01/26 .............................. 3,350 3,282 ERAC USA Finance Co. 7.95% due 12/15/09 .............................. 1,675 1,707 ERAC USA Finance Co. - Notes 144A 6.625% due 02/15/05 ............................. 900 892 ERAC USA Finance Co. - Notes GTD 144A 7.35% due 06/15/08 .............................. 1,550 1,536 Fosters Finance Corp. - Notes 144A 6.875% due 06/15/11 ............................. 1,490 1,476 Goldman Sachs Group, Inc. 6.875% due 01/15/11 ............................. 2,385 2,372 Heller Financial, Inc. - Notes 6.375% due 03/15/06 ............................. 1,490 1,501 ING Capital Funding Trust III 8.439% due 12/31/49 ............................. 1,770 1,878 Pemex Project 9.125% due 10/13/10 ............................. 2,500 2,639 Qwest Capital Funding - Bonds 144A 7.75% due 02/15/31 .............................. 3,215 3,154 Sun Canada Financial Co. - Bonds 144A 6.625% due 12/15/07 ............................. 3,345 3,247 The MONY Group, Inc. - Sr. Notes 7.45% due 12/15/05 .............................. 2,395 2,444 UBS Preferred Funding 8.622% due 10/29/49 ............................. 1,805 1,951 URC Holdings Corp. - Sr. Notes 144A 7.875% due 06/30/06 ............................. 1,840 1,991 --------- 32,189 78 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- ACTIVE BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Food, Beverage & Tobacco - 0.9% Archer Daniels Midland Co. 7.0% due 02/01/31 ............................... $ 2,145 $ 2,074 Canandaigua Brands, Inc. - Sr. Sub. Notes 8.75% due 12/15/03 .............................. 2,365 2,383 Earthgrains Co. 8.375% due 08/01/03 ............................. 2,500 2,569 ---------- 7,026 Foreign Governmental - 0.9% Hydro-Quebec - Debs. Ser. IF 7.375% due 02/01/03 ............................. 1,000 1,037 Province of Quebec - Debs 7.5% due 09/15/29 ............................... 610 646 Republic of Brazil 8.0% due 04/15/14 ............................... 4,107 3,029 Republic of Columbia 9.75% due 04/09/11 .............................. 2,280 2,331 ---------- 7,043 Health Care Products - 0.4% Fresenius Medical Capital Trust II 7.875% due 02/01/08 ............................. 1,740 1,727 Fresenius Medical Capital Trust IV TR PFD Secs 144A 7.875% due 06/15/11 ............................. 1,360 1,326 ---------- 3,053 Health Care Services - 1.2% Dynacare, Inc. - Sr. Notes 10.75% due 01/15/06 ............................. 2,125 2,157 HCA-The Healthcare Corp. - Notes 7.125% due 06/01/06 ............................. 2,350 2,318 8.75% due 09/01/10 .............................. 1,150 1,225 Healthsouth Corp. - Sr. Notes 8.5% due 02/01/08 ............................... 1,240 1,252 Quest Diagnostics, Inc. - Sr. Notes 6.75% due 07/12/06 .............................. 1,665 1,648 Tenet Healthcare Corp. - Sr. Notes 8.0% due 01/15/05 ............................... 545 561 Triad Hospitals 8.75% due 05/01/09 .............................. 830 842 ---------- 10,003 Insurance - 1.7% AXA - Sub Notes 8.6% due 12/15/30 ............................... 2,510 2,757 Equitable Life Assurance Society USA - Notes 144A 6.95% due 12/01/05 .............................. 1,240 1,274 Hartford Life, Inc. - Sr. Notes 7.375% due 03/01/31 ............................. 1,655 1,663 Mass. Mutual Life Insurance Co. - Notes 144A 7.625% due 11/15/23 ............................. 2,640 2,671 New York Life Insurance Co. - Sr. Notes 144A 7.5% due 12/15/23 ............................... 5,970 5,661 ---------- 14,026 Leisure & Recreation - 0.7% Harrah's Operating Co., Inc. 7.875% due 12/15/05 ............................. 1,270 1,289 Harrah's Operating, Inc. - Sr. Notes 144A 7.125% due 06/01/07 ............................. 2,320 2,299 MGM Mirage, Inc. 8.5% due 09/15/10 ............................... 1,430 1,483 Station Casinos, Inc. - Sr. Notes 8.375% due 02/15/08 ............................. 675 679 ---------- 5,750 Media - TV & Radio - 4.5% Adelphia Communications Corp. 10.25% due 06/15/11 ............................. 940 921 Adelphia Communications Corp. - Sr. Notes 8.125% due 07/15/03 ............................. 1,270 1,232 9.25% due 10/01/02 .............................. 2,460 2,472 AOL Time Warner, Inc. 7.625% due 04/15/31 ............................. 2,510 2,520 British Sky Broadcasting 8.2% due 07/15/09 ............................... 1,845 1,834 Charter Communications Holdings LLC - Sr. Notes 11.125% due 01/15/11 ............................ 605 638 Charter Communications Holdings LLC - Sr. Notes 144A 10.0% due 05/15/11 .............................. 630 639 Clear Channel Communications, Inc. - Sr. Notes 7.875% due 06/15/05 ............................. 3,115 3,272 Continental Cablevision - Sr. Notes 8.3% due 05/15/06 ............................... 2,940 3,156 CSC Holdings, Inc. - Sr. Notes Ser.144A 7.625% due 04/01/11 ............................. 2,780 2,647 EchoStar DBS Corp. - Sr. Notes 9.375% due 02/01/09 ............................. 965 963 Lenfest Communications, Inc. 8.375% due 11/01/05 ............................. 1,690 1,810 Mediacom LLC 9.5% due 01/15/13 ............................... 1,340 1,280 News America Holdings, Inc. - Debs. 8.25% due 08/10/18 .............................. 1,095 1,090 79 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- ACTIVE BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Media - TV & Radio - Continued News America, Inc. - Sr. Debs 7.3% due 04/30/28 ............................... $ 1,585 $ 1,409 Rogers Cablesystems - Sr. Notes 10.0% due 03/15/05 .............................. 1,205 1,265 TCI Communications, Inc. - Debs. 7.875% due 02/15/26 ............................. 1,780 1,800 Time Warner, Inc. - Debs. 9.125% due 01/15/13 ............................. 2,108 2,409 Viacom, Inc. 144A 6.4% due 01/30/06 ............................... 1,305 1,324 7.875% due 07/30/30 ............................. 2,430 2,560 Viacom, Inc. - Sr. Notes 144A 6.4% due 01/30/06 ............................... 1,225 1,243 Viacom, Inc. --------- 36,484 Metal Production & Fabrication - 0.2% Yanacocha Receivables - Pass thru Certs. 144A 8.4% due 06/15/05 ............................... 1,335 1,308 Metals & Mining - 0.4% Newmont Mining Corp.- Notes 8.625% due 05/15/11 ............................. 1,575 1,555 Phelps Dodge Corp. - Notes 8.75% due 06/01/11 .............................. 2,005 1,987 --------- 3,542 Municipals - 0.4% New Hampshire State - Taxable Pease Dev. Auth. 7.7% due 07/01/12 ............................... 3,000 3,157 Natural Gas Distribution - 0.7% Enron Corp. - Notes 144A 8.0% due 08/15/05 ............................... 2,510 2,588 Keyspan Corp. - Sr. Notes 8.0% due 11/15/30 ............................... 1,660 1,782 Louis Dreyfus Natural Gas Corp. 6.875% due 12/01/07 ............................. 1,690 1,683 --------- 6,053 Oil & Natural Gas Exploration & Production - 2.4% Alberta Energy, Ltd. - Notes 8.125% due 09/15/30 ............................. 1,800 1,940 Chesapeake Energy Corp. 8.125% due 04/01/11 ............................. 920 865 Forest Oil Corp. - Sr. Notes 144A 8.0% due 06/15/08 ............................... 1,010 985 NRG Energy, Inc. 7.75% due 04/01/11 .............................. 2,445 2,474 Occidental Petroleum Corp. - Sr. Debs. 10.125% due 09/15/09 ............................ 3,000 3,498 Ocean Energy, Inc. 8.875% due 07/15/07 ............................. 1,325 1,404 Petroleum Geo-Services ASA - Sr. Notes 7.125% due 03/30/28 ............................. 2,165 1,772 Snyder Oil Corp. 8.75% due 06/15/07 .............................. 805 853 Transocean Forex, Inc. - Notes 144A 7.5% due 04/15/31 ............................... 2,460 2,463 Union Pacific Resources Group, Inc. - Debs. 7.15% due 05/15/28 .............................. 2,685 2,570 Valero Energy Corp. - Notes 8.375% due 06/15/05 ............................. 1,005 1,077 --------- 19,901 Oil - Equipment & Service - 0.3% Humpuss Funding Corp. - 144A 7.72% due 12/15/09 .............................. 998 805 TOSCO Corp. 8.125% due 02/15/30 ............................. 1,840 2,006 --------- 2,811 Paper & Forest Products - 0.7% Georgia Pacific Corp. - Notes 7.5% due 05/15/06 ............................... 1,550 1,558 8.875% due 05/15/31 ............................. 1,635 1,637 International Paper Co. 8.125% due 07/08/05 ............................. 2,540 2,689 --------- 5,884 Paper Products - 0.3% Stora Enso Corp. - Notes 7.375% due 05/15/11 ............................. 2,545 2,578 Personal & Commercial Lending - 7.4% Citigroup, Inc. 6.5% due 01/18/11 1,645 1,633 Commercial Mortgage Acceptance Corp. - Ser. 1991-C1 A1 6.79% due 06/15/31 .............................. 3,157 3,232 CS First Boston Mortgage Securities Corp. - Ser. 1998-C1 A1A 6.26% due 04/11/30 .............................. 5,095 5,153 Deutsche Mortgage & Asset Receiving Corp. - Ser. 1998-C1 Cl. C 6.861% due 03/15/08 ............................. 2,170 2,155 EQCC Home Equity Loan Trust 6.57% due 02/15/29 .............................. 2,120 2,142 Ford Motor Credit Co. - Notes 6.875% due 02/01/06 ............................. 2,095 2,122 80 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- ACTIVE BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Personal & Commercial Lending - Continued General Motors Acceptance Corp. 7.5% due 07/15/05 ............................... $ 2,535 $ 2,651 GMAC Commercial Mortgage Securities, Inc. - 1997-C1 A2 6.853% due 09/15/06 ............................. 7,325 7,540 Household Financial Corp. 6.5% due 01/24/06 ............................... 1,620 1,642 Household Financial Corp. - Notes 8.0% due 05/09/05 ............................... 3,175 3,387 Household Financial Corp. - Notes 8.0% due 07/15/10 ............................... 1,650 1,767 LB Commercial Conduit Mortgage Trust - Ser. 1999-C1 6.41% due 08/15/07 .............................. 3,264 3,311 Midland Funding Corp. II - Debs. 11.75% due 07/23/05 ............................. 4,665 5,132 Money Store Home Equity Trust - Ser. 1997-C1 DAF7 6.485% due 12/15/28 ............................. 3,791 3,843 Standard Credit Card Master Trust 8.25% due 01/07/07 .............................. 2,535 2,745 Takefuji Corp. 9.2% due 04/15/11 ............................... 2,110 2,178 Tiers Fixed Rate Certificates Ser. 2001 144A 7.2% due 06/15/04 ............................... 3,095 3,095 UCFC Home Equity Loan 7.18% due 02/15/25 .............................. 1,115 1,149 UCFC Home Equity Loan - Ser. 1997-A1 A8 7.22% due 06/15/28 .............................. 5,660 5,841 ---------- 60,718 Pollution Control - 0.1% Waste Management, Inc. - Sr. Notes 7.375% due 08/01/10 ............................. 875 876 Real Estate Development - 0.1% EOP Operating LP 6.625% due 02/15/05 ............................. 985 991 Real Estate Investment Trust - 2.6% American Health Properties, Inc. - Notes 7.5% due 01/15/07 ............................... 1,350 1,332 Amresco Residential Securities - Mtge. Loan 6.51% due 08/25/27 .............................. 7,496 7,583 Cabot Industrial Properties LP - Notes 7.125% due 05/01/04 ............................. 1,975 2,014 Camden Property Trust - Sr. Notes 7.0% due 04/15/04 ............................... 2,170 2,205 Healthcare Realty Trust IN - Sr. Notes 8.125% due 05/01/11 ............................. 1,570 1,563 IMC Home Equity Loan Trust - Ser. 1998-1 A4 6.6% due 03/20/25 ............................... 3,280 3,346 Liberty Property LP - Notes 6.6% due 06/05/02 ............................... 1,675 1,708 Mack-Cali Realty LP - Notes 7.75% due 02/15/11 .............................. 1,655 1,673 ---------- 21,424 Real Estate Operations - 0.3% HMH Properties, Inc. - Ser. A 7.875% due 08/01/05 ............................. 2,075 2,002 Retail - Department Stores - 0.2% Kingdom MART Corp. - Notes 144A 9.875% due 06/15/08 ............................. 1,540 1,498 Retail - Food - 0.3% Delhaize America, Inc. 8.125% due 04/15/11 ............................. 2,330 2,430 Telecommunication Equipment - 1.0% BellSouth Capital Funding - Debs. 7.875% due 02/15/30 ............................. 1,740 1,853 Deutsche Telekom International Finance 7.75% due 06/15/05 .............................. 3,100 3,241 8.25% due 06/15/30 .............................. 1,680 1,728 Vulcan Materials - Notes 6.4% due 02/01/06 ............................... 1,190 1,195 ---------- 8,017 Telecommunication Services - 3.5% AT&T Wireless Group - Sr. Notes 144A 8.75% due 03/01/31 .............................. 3,195 3,319 Citizens Communications Co. - Notes 8.5% due 05/15/06 ............................... 1,555 1,597 9.25% due 05/15/11 .............................. 1,555 1,617 Cox Communications, Inc. - Notes 7.75% due 11/01/10 .............................. 1,785 1,864 Crown Castle International Corp. - Sr. Notes 9.0% due 05/15/11 ............................... 645 561 Crown Castle International Corp. - Sr. Notes 144A 9.375% due 08/01/11 ............................. 435 385 Dominion Resources, Inc. 8.125% due 06/15/10 ............................. 2,680 2,886 France Telecom SA - Notes 144A 8.5% due 03/01/31 ............................... 2,490 2,611 81 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- ACTIVE BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Telecommunication Services - Continued Telefonos De Mexico, SA - Sr. Notes 144A 8.25% due 01/26/06 .............................. $ 3,400 $ 3,494 Tellus Corp. NT 8.0% due 06/01/11 ............................... 2,490 2,545 Triton PCS, Inc. - Sr. Sub Notes 9.375% due 02/01/11 ............................. 730 708 Verizon Global Funding Corp. - Bonds 144A 7.75% due 12/01/30 .............................. 1,740 1,790 Voicestream Wireless Corp. 11.5% due 09/15/09 .............................. 1,540 1,771 Worldcom, Inc. 8.0% due 05/15/06 ............................... 3,125 3,240 --------- 28,388 Telephone - 1.5% LCI International, Inc. - Sr. Notes 7.25% due 06/15/07 .............................. 2,205 2,267 Metronet Communications Corp. - Sr. Disc. Notes 0.0% due 11/01/07 ............................... 1,695 1,593 MetroNet Communications Corp. - Sr. Notes 12.0% due 08/15/07 .............................. 1,770 1,950 Pinnacle Partners 8.83% due 08/15/04 .............................. 2,355 2,422 Sprint Capital Corp. 6.875% due 11/15/28 ............................. 2,450 2,080 Sprint Capital Corp. - Notes 7.125% due 01/30/06 ............................. 1,550 1,564 --------- 11,876 Transportation Services - 2.6% America West Airlines, Inc. - Pass through Certs. 6.93% due 01/02/08 .............................. 1,522 1,519 Burlington Northern Santa Fe Corp. 7.95% due 08/15/30 .............................. 3,305 3,478 Continental Airlines, Inc. - Pass thru Certs. 7.206% due 06/30/04 ............................. 2,634 2,671 Delta Air lines, Inc. 7.7% due 12/15/05 ............................... 1,935 1,916 Northwest Airlines Corp. 8.375% due 03/15/04 ............................. 1,350 1,319 Northwest Airlines Corp. - Ser. 1996-1 8.97% due 01/02/15 .............................. 203 214 Northwest Airlines Corp. - Sr. Notes 8.875% due 06/01/06 ............................. 1,555 1,491 NWA Trust - Sr. Notes 9.25% due 06/21/14 .............................. 2,198 2,377 Railcar Trust - Pass thru Notes - Ser. 1992-1 7.75% due 06/01/04 .............................. 1,304 1,354 U.S. Air, Inc. - Pass thru Certs. - Ser. 1990-A1 11.2% due 03/19/05 .............................. 984 1,018 United Air Lines Corp. 7.032% due 04/01/12 ............................. 2,339 2,393 Wisconsin Central Transportation Corp. - Notes 6.625% due 04/15/08 ............................. 1,360 1,360 --------- 21,110 U.S. Government Agencies - 29.1% Federal National Mortgage Assoc. 5.5% due 12/01/14 ............................... 11,774 11,369 6.0% due 09/01/14 ............................... 8,669 8,561 6.0% due 05/01/16 ............................... 4,135 4,073 6.0% due 02/01/31 ............................... 4,231 4,060 6.0% due 04/01/31 ............................... 3,268 3,136 6.0% due 05/01/31 ............................... 3,463 3,411 6.5% due 09/01/13 ............................... 102 102 6.5% due 07/01/14 ............................... 7,685 7,724 6.5% due 11/01/14 ............................... 115 116 6.5% due 01/01/15 ............................... 56 56 6.5% due 02/01/15 ............................... 91 92 6.5% due 06/01/15 ............................... 430 431 6.5% due 11/01/28 ............................... 9,358 9,226 7.0% due 09/01/10 ............................... 3,574 3,645 7.0% due 11/01/14 ............................... 5,162 5,249 7.0% due 03/01/31 ............................... 8,257 8,293 7.385% due 03/25/21 ............................. 920 959 7.5% due 02/01/31 ............................... 13,870 14,151 8.0% due 04/01/30 ............................... 6,310 6,517 8.0% due 06/01/30 ............................... 6,259 6,465 Federal National Mortgage Assoc. Ser. 1997-M8 Cl.A 6.94% due 01/25/22 .............................. 1,372 1,414 Federal National Mortgage Assoc. - Notes 7.0% due 02/01/16 ............................... 4,845 4,926 Government National Mortgage Assoc. 6.0% due 05/15/31 ............................... 9,376 9,074 6.5% due 07/15/28 ............................... 13,622 13,482 6.5% due 01/15/29 ............................... 2,725 2,697 6.5% due 02/15/29 ............................... 3,634 3,595 6.5% due 06/15/29 ............................... 25,069 24,794 6.5% due 08/15/29 ............................... 6,296 6,227 7.0% due 09/15/25 ............................... 1,891 1,914 7.0% due 08/15/28 ............................... 5,609 5,659 7.0% due 09/15/29 ............................... 13,878 14,000 82 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- ACTIVE BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued U.S. Government Agencies - Continued 7.0% due 06/15/31 ............................... $ 3,480 $ 3,510 7.0% due 09/15/31 ............................... 4,060 4,095 7.5% due 09/15/29 ............................... 13,549 13,892 7.5% due 12/15/29 ............................... 6,977 7,154 8.0% due 05/15/25 ............................... 244 254 8.0% due 06/15/25 ............................... 208 216 8.0% due 09/15/25 ............................... 444 461 8.0% due 01/15/26 ............................... 231 240 8.0% due 08/15/27 ............................... 1,207 1,252 8.0% due 07/15/30 ............................... 5,253 5,441 8.5% due 09/15/21 ............................... 450 476 8.5% due 01/15/31 ............................... 12,999 13,584 9.0% due 05/15/21 ............................... 396 425 9.0% due 08/15/21 ............................... 375 402 9.5% due 06/15/16 ............................... 317 347 ---------- 237,167 U.S. - Governmental - 7.2% U.S. Treasury - Bonds 6.25% due 05/15/30 .............................. 15,783 16,392 8.875% due 08/15/17 ............................. 2,919 3,832 U.S. Treasury - Notes 5.625% due 05/15/08 ............................. 1,195 1,242 5.75% due 08/15/03 .............................. 9,005 9,261 5.75% due 08/15/10 .............................. 9,670 9,894 7.0% due 07/15/06 ............................... 1,124 1,219 7.5% due 02/15/05 ............................... 15,816 17,212 ---------- 59,052 ---------- TOTAL PUBLICLY-TRADED 92.5% 750,418 BONDS- ---------- Shares PREFERRED STOCK Media - TV & Radio - 7.2% CSC Holdings, Inc. .............................. 27 2,874 ---------- TOTAL PREFERRED STOCK- 0.4% 2,874 ---------- WARRANTS Telephone - 0.0% Metronet Communications Corp. - CW 144A Expires 08/15/07 ....................... 2 239 ---------- TOTAL WARRANTS- 0.0% 239 ---------- Par Value (000's) SHORT-TERM INVESTMENTS Investment in joint trading account - 6.6% Investment in joint trading account 3.97% due 07/02/01 .............................. $ 53,840 53,840 Market Name of Issuer Shares Value (000's) SHORT-TERM INVESTMENTS - Continued Navigator Securities Lending Prime Portfolio ** 247,040,782 $ 247,041 ----------- ---------- TOTAL SHORT-TERM INVESTMENTS 36.9% 300,881 ----------- ---------- TOTAL INVESTMENTS- 129.8% 1,059,276 Other Assets & Liabilities, Net- (29.8)% (242,979) ----------- ---------- NET ASSETS- 100.0% $ 816,297 =========== ========== (a) Pursuant to Rule 144A under the Securities Act of 1993, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2001, securities aggregated $84,516 or 10.4% of net assets of the Portfolio. ** Represents investment of security lending collateral. See notes to financial statements. 83 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- ACTIVE BOND II FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS Aerospace & Defense - 1.5% Boeing Cap. Corp. - Sr. Notes 6.1% due 03/01/11 ............................... $ 20 $ 19 Lockheed Martin Corp. 8.2% due 12/01/09 ............................... 50 54 Lockheed Martin Corp. - Bonds 8.5% due 12/01/29 ............................... 25 28 ------- 101 Agricultural Operations - 0.5% Cargill, Inc. 6.25% due 05/01/06 .............................. 15 15 Potash Corp. of Saskatchewan - Notes 7.75% due 05/31/11 .............................. 20 20 ------- 35 Automobile - 0.4% Delphi Automotive Systems Corp. - Notes 6.55% due 06/15/06 .............................. 25 25 Bank - 3.2% Bank One Corp. 7.875% due 08/01/10 ............................. 10 11 Barclays Bank PLC - Bonds 144A 8.55% due 09/29/49 .............................. 75 81 Barclays Bank PLC Perpetual Revs - 144A 7.375% due 12/15/49 ............................. 15 15 BNP Paribus Capital Trust - Sub 144A 9.003% due 12/29/49 ............................. 20 22 Capital One Bank - Sr. Notes 6.875% due 02/01/06 ............................. 10 10 Colonial Bank Montgomery Al - Sub Notes 9.375% due 06/01/11 ............................. 10 10 Sanwa Bank , Ltd. - Sub Notes 7.4% due 06/15/11 ............................... 15 14 Skandinaviska Enskida Banken - Sub. Notes 144A 6.5% due 12/29/49 ............................... 15 15 Standard Chartered Bank - Sub Notes 144A 8.0% due 05/30/31 ............................... 15 15 Zions Financial Corp. - GTD 144A 6.95% due 05/15/11 .............................. 20 20 ------- 213 Brokerage & Investment Management - 0.2% Salomon, Inc. - Notes 5.875% due 03/15/06 ............................. 10 10 Chemical - 0.4% Equistar Chemical - Notes 8.5% due 02/15/04 ............................... 15 14 Millenium America, Inc. 144A 9.25% due 06/15/08 .............................. 5 5 NOVA Chemicals Corp. - Notes 7.0% due 05/15/06 ............................... 10 10 ------- 29 Computer Software & Services - 0.4% Systems 2001 LLC - Cl. B 144A 7.156% due 12/15/11 ............................. 25 25 Container - 0.2% Sealed Air Corp. 8.75% due 07/01/08 .............................. 5 5 Stone Container Corp. 9.75% due 02/01/11 .............................. 10 10 ------- 15 Cosmetic & Personal Care - 0.2% International Flavors & Fragrances, Inc. - Notes 144A 6.45% due 05/15/06 .............................. 15 15 Electric Power - 1.7% Calpine Canada Energy 8.5% due 05/01/08 ............................... 10 10 Calpine Corp. - Sr. Notes 8.5% due 02/15/11 ............................... 10 10 Exelon Generation Co. LLC - Sr. Notes 144A 6.95% due 06/15/11 .............................. 25 25 Mirant Corp. 8.3% due 05/01/11 ............................... 15 15 Pinnacle West Capital Corp. - Sr. Notes 6.4% due 04/01/06 ............................... 15 14 Progress Energy, Inc. - Sr. Notes 7.1% due 03/01/11 ............................... 15 15 PSEG Energy Holdings, Inc. - Sr. Notes 144A 8.625% due 02/15/08 ............................. 10 10 PSEG Power LLC 8.625% due 04/15/31 ............................. 15 16 ------- 115 Electrical Equipment - 0.3% HQI Transelec Chile 7.875% due 04/15/11 ............................. 20 20 Electronic Products & Services - 0.1% CMS Energy Corp - Sr. Notes 8.5% due 04/15/11 ............................... 10 10 Financial Services - 5.4% American Express Credit Corp. 7.2% due 09/17/07 ............................... 20 21 Amvescap PLC 6.6% due 05/15/05 ............................... 75 75 ERAC USA Finance Co. 7.95% due 12/15/09 .............................. 20 20 ERAC USA Finance Co. - GTD Notes 144A 7.35% due 06/15/08 .............................. 10 10 84 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- ACTIVE BOND II FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Financial Services - Continued Fosters Finance Corp. - Notes 144A 6.875% due 06/15/11 ............................. $ 10 $ 10 General Electric Capital Corp. 6.65% due 09/03/02 .............................. 100 102 Goldman Sachs Group, Inc. 6.875% due 01/15/11 ............................. 15 15 Heller Financial, Inc. - Notes 6.375% due 03/15/06 ............................. 10 10 Pemex Project 9.125% due 10/13/10 ............................. 20 21 Qwest Capital Funding - Bonds 144A 7.75% due 02/15/31 .............................. 25 25 The MONY Group, Inc. - Sr. Notes 7.45% due 12/15/05 .............................. 25 25 UBS Preferred Funding TRI 8.622% due 10/29/49 ............................. 20 22 -------- 356 Food, Beverage & Tobacco - 0.2% Archer Daniels Midland Co. 7.0% due 02/01/31 ............................... 15 14 Foreign Governmental - 1.0% Province of Quebec - Debs 7.5% due 09/15/29 ............................... 25 26 Republic of Brazil 8.0% due 04/15/14 ............................... 31 23 Republic of Columbia 9.75% due 04/09/11 .............................. 15 15 -------- 64 Health Care Products - 0.2% Fresenius Medical Capital Trust IV TR PFD Secs. 144A 7.875% due 06/15/11 ............................. 10 10 Health Care Services - 0.7% HCA-The Healthcare Corp. - Notes 7.125% due 06/01/06 ............................. 20 20 Healthsouth Corp. - Sr. Notes 8.5% due 02/01/08 ............................... 10 10 Quest Diagnostics, Inc. Sr. Notes 6.75% due 07/12/06 .............................. 10 10 Triad Hospitals 8.75% due 05/01/09 .............................. 5 5 -------- 45 Insurance - 0.4% AXA - Sub Notes 8.6% due 12/15/30 ............................... 15 17 Hartford Life, Inc. - Sr. Notes 7.375% due 03/01/31 ............................. 10 10 -------- 27 Leisure & Recreation - 2.1% Harrah's Operating Co., Inc. 7.875% due 12/15/05 ............................. 10 10 Harrah's Operating, Inc. - Sr. Notes 144A 7.125% due 06/01/07 ............................. 20 20 International Speedway Corp. 7.875% due 10/15/04 ............................. 100 103 Station Casinos, Inc. - Sr. Notes 8.375% due 02/15/08 ............................. 5 5 -------- 138 Media - TV & Radio - 3.7% Adelphia Communications Corp. 10.25% due 06/15/11 ............................. 10 10 AOL Time Warner, Inc. 7.625% due 04/15/31 ............................. 20 20 Charter Communications Holdings LLC - Sr. Notes 11.125% due 01/15/11 ............................ 5 5 Charter Communications Holdings LLC - Sr. Notes 144A 10.0% due 05/15/11 .............................. 5 5 Clear Channel Communications, Inc. 7.65% due 09/15/10 .............................. 50 52 Clear Channel Communications, Inc. - Sr. Notes 7.875% due 06/15/05 ............................. 25 26 Continental Cablevision - Sr. Notes 8.3% due 05/15/06 ............................... 5 5 CSC Holdings, Inc. - Sr. Notes Ser.144A 7.625% due 04/01/11 ............................. 20 19 EchoStar DBS Corp. - Sr. Notes 9.375% due 02/01/09 ............................. 5 5 Mediacom LLC 9.5% due 01/15/13 ............................... 10 10 News America Holdings, Inc. - Debs. 8.25% due 08/10/18 .............................. 15 15 News America, Inc. - GTD Sr. Debs 7.3% due 04/30/28 ............................... 10 9 TCI Communications, Inc. - Debs. 7.875% due 02/15/26 ............................. 20 20 Viacom, Inc. 7.875% due 07/30/30 ............................. 20 21 Viacom, Inc. - 144A 6.4% due 01/30/06 ............................... 5 5 Viacom, Inc. - Sr. Notes 144A 6.4% due 01/30/06 ............................... 15 15 -------- 242 Metals & Mining - 1.0% Inco, Ltd. - Debs. 9.6% due 06/15/22 ............................... 40 41 Newmont Mining Corp. - Notes 8.625% due 05/15/11 ............................. 10 10 85 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- ACTIVE BOND II FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Metals & Mining - Continued Phelps Dodge Corp. - Notes 8.75% due 06/01/11 .............................. $ 15 $ 15 ------- 66 Natural Gas Distribution - 0.2% Keyspan Corp. - Sr. Notes 8.0% due 11/15/30 ............................... 10 11 Oil & Natural Gas Exploration & Production - 2.2% Alberta Energy, Ltd. - Notes 8.125% due 09/15/30 ............................. 25 27 Anadarko Petroleum Corp. 7.0% due 10/15/06 ............................... 50 51 Chesapeake Energy Corp. 8.125% due 04/01/11 ............................. 5 4 Forest Oil Corp. - Sr. Notes 144A 8.0% due 06/15/08 ............................... 10 10 NRG Energy, Inc. 7.75% due 04/01/11 .............................. 20 20 Transocean Forex, Inc. - Notes 144A 7.5% due 04/15/31 ............................... 20 20 Valero Energy Corp. - Notes 8.375% due 06/15/05 ............................. 10 11 ------- 143 Oil - Equipment & Service - 1.6% TOSCO Corp. 8.125% due 02/15/30 ............................. 95 104 Paper & Forest Products - 0.8% Georgia Pacific Corp. - Notes 7.5% due 05/15/06 ............................... 10 10 8.875% due 05/15/31 ............................. 15 15 International Paper Co. 8.125% due 07/08/05 ............................. 25 27 ------- 52 Paper Products - 0.3% Stora Enso Corp. - Notes 7.375% due 05/15/11 ............................. 20 20 Personal & Commercial Lending - 5.7% Citigroup, Inc. 6.5% due 01/18/11 ............................... 20 20 CS First Boston Mortgage Securities Corp. - Ser. 1998-C1 A1A 6.26% due 04/11/30 .............................. 19 19 Ford Motor Credit Co. - Notes 6.875% due 02/01/06 ............................. 15 15 General Motors Acceptance Corp. 7.5% due 07/15/05 ............................... 100 105 Household Financial Corp. 6.5% due 01/24/06 ............................... 20 20 Household Financial Corp. - Notes 8.0% due 05/09/05 ............................... 20 21 Household Financial Corp. - Notes. - Continued 8.0% due 07/15/10 ............................... 10 11 Midland Funding Corp. II - Debs. 11.75% due 07/23/05 ............................. 30 33 Prime Credit Card Master Trust 6.7% due 11/15/05 ............................... 50 52 Standard Credit Card Master Trust 8.25% due 01/07/07 .............................. 35 38 Takefuji Corp. 9.2% due 04/15/11 ............................... 15 16 Tiers Fixed Rate Certificates - Ser. Mir 2001 14 Tr Ctf 144A 7.2% due 06/15/04 ............................... 25 25 ------- 375 Pollution Control - 0.1% Waste Management, Inc. - Sr. Notes 7.375% due 08/01/10 ............................. 5 5 Real Estate Development - 0.7% EOP Operating LP 6.625% due 02/15/05 ............................. 20 20 EOP Operating LP - Notes 7.375% due 11/15/03 ............................. 25 26 ------- 46 Real Estate Investment Trust - 0.5% Healthcare Realty Trust - Sr. Notes 8.125% due 05/01/11 ............................. 10 10 Mack-Cali Realty LP - Notes 7.75% due 02/15/11 .............................. 25 25 ------- 35 Retail - Department Stores - 1.8% Kingdom Mart Corp. - Notes 144A 9.875% due 06/15/08 ............................. 10 10 Target Corp. 7.5% due 02/15/05 ............................... 100 106 ------- 116 Retail - Food - 0.3% Delhaize America, Inc. 8.125% due 04/15/11 ............................. 20 21 Telecommunication Equipment - 1.1% BellSouth Capital Funding - Debs. 7.875% due 02/15/30 ............................. 15 16 Deutsche Telekom International Finance 7.75% due 06/15/05 .............................. 25 26 8.25% due 06/15/30 .............................. 15 16 Vulcan Materials - Notes 6.4% due 02/01/06 ............................... 15 15 ------- 73 86 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- ACTIVE BOND II FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Telecommunication Services - 2.8% AT&T Wireless Group - Sr. Notes Ser.144A 8.75% due 03/01/31 .............................. $ 25 $ 26 Citizens Communications Co. - Notes 8.5% due 05/15/06 ............................... 10 10 9.25% due 05/15/11 .............................. 10 10 Cox Communications, Inc. - Notes 7.75% due 11/01/10 .............................. 20 21 Crown Castle International Corp. - Sr. Notes 9.0% due 05/15/11 ............................... 5 4 Crown Castle International Corp. - Sr Notes 144A 9.375% due 08/01/11 ............................. 5 4 France Telecom SA - Notes 144A 8.5% due 03/01/31 ............................... 20 21 Telefonos De Mexico, SA - Sr. Notes 144A 8.25% due 01/26/06 .............................. 25 26 Tellus Corp. - Notes 8.0% due 06/01/11 ............................... 20 21 Triton PCS, Inc. - Sr. Sub Notes 9.375% due 02/01/11 ............................. 5 5 Verizon Global Funding Corp. - Bonds 144A 7.75% due 12/01/30 .............................. 10 10 Worldcom, Inc. . 8.0% due 05/15/06 ............................... 25 26 -------- 184 Telephone - 0.9% Metronet Communications Corp. - Sr. Disc. Notes 0.0% due 11/01/07 ............................... 15 14 Pinnacle Partners 8.83% due 08/15/04 .............................. 15 16 Sprint Capital Corp. 6.875% due 11/15/28 ............................. 20 17 Sprint Capital Corp. - Notes 7.125% due 01/30/06 ............................. 10 10 -------- 57 Transportation Services - 2.4% Burlington Northern Santa Fe Corp. 7.95% due 08/15/30 .............................. 25 26 Delta Air Lines, Inc. 7.7% due 12/15/05 ............................... 15 15 Northwest Airlines Corp. - Sr. Notes 8.875% due 06/01/06 ............................. 10 10 United Airlines 7.73% due 07/01/10 .............................. 100 105 -------- 156 U.S. Government Agencies - 35.6% Federal Home Loan Mortgage Corp. 6.0% due 01/01/29 ............................... 183 176 7.5% due 01/01/30 ............................... 82 84 Federal National Mortgage Assoc. 5.125% due 02/13/04 ............................. 350 352 5.5% due 04/01/16 ............................... 99 96 6.0% due 04/01/16 ............................... 119 117 6.0% due 11/01/28 ............................... 119 114 6.5% due 04/01/31 ............................... 177 178 7.0% due 07/01/30 .............................. 61 62 7.0% due 12/01/30 ............................... 15 15 7.5% due 06/01/30 .............................. 99 101 7.5% due 07/01/30 ............................... 79 80 7.5% due 02/01/31 ............................... 10 10 8.0% due 12/01/29 .............................. 115 119 8.5% due 01/01/31 ............................... 85 89 Federal National Mortgage Assoc. - Notes 7.0% due 02/01/16 ............................... 120 123 7.125% due 01/15/30 ............................. 55 59 Government National Mortgage Assoc. 6.0% due 02/15/29 ............................... 99 96 7.0% due 01/15/31 ............................... 25 25 7.0% due 03/15/31 .............................. 119 120 7.0% due 06/15/31 ............................... 50 50 7.0% due 09/15/31 ............................... 35 35 7.5% due 12/15/29 ............................... 103 106 7.5% due 07/15/30 ............................... 41 42 8.0% due 06/15/30 ............................... 90 94 -------- 2,343 U.S. Governmental - 11.8% U.S. Treasury - Bills 3.435% due 09/13/01 ............................. 43 43 U.S. Treasury - Bonds ........................... 45 59 6.25% due 05/15/30 .............................. 55 58 8.875% due 08/15/17 ............................. 45 59 U.S. Treasury - Notes 3.375% due 01/15/07 ............................ 56 56 5.625% due 05/15/08 ............................. 10 10 5.75% due 08/15/03 .............................. 205 211 5.75% due 08/15/10 .............................. 225 230 7.0% due 07/15/06 .............................. 65 71 7.5% due 02/15/05 ............................... 30 33 -------- 771 -------- TOTAL PUBLICLY-TRADED BONDS- 91.8% 5,976 -------- Shares PREFERRED STOCK Media - TV& Radio - 0.3% CSC Holdings, Inc. .............................. 0 23 -------- TOTAL PREFERRED STOCK- 0.3% 23 -------- 87 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- ACTIVE BOND II FUND Par Market Name of Issuer Value Value (000's) (000's) SHORT-TERM INVESTMENTS Investment in joint trading account - 8.3% 3.97% due 07/02/01 .............................. $ 547 $ 547 --------- -------- TOTAL INVESTMENTS- 101.1% 6,657 Other Assets & Liabilities, Net- (1.1)% (74) --------- -------- NET ASSETS- 100.0% $6,583 ========= ======== 144A-Pursuant to Rule 144A under the Securities Act of 1993, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2000, securities aggregated $519 or 7.8% of net assets of the Portfolio. See notes to financial statements. 88 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- EMERGING MARKETS EQUITY FUND Market Name of Issuer Shares Value (000's) Brazil - 6.0% Brasil Telecom Participacoes S.A. (TELS) ........ 5,985 $ 251 Centrais Electricas Brasileiras SA (UTIE) ....... 1,446,000 19 Centrais Electricas Brasileirias SA - ADR (ELEQ) ......................................... 200 1 Companhia De Bebidas ADR (FOOD) ................. 6,860 159 Companhia Energetica de Minas Gerias - ADR (UTIE) ......................................... 4,640 55 Companhia Vale do Rio Doce - ADR (META) ......... 815 19 Embraer - Empresa Brasileira de Aeronautica SA (AERO) ......................................... 3,410 133 Embratel Participacoes SA - ADR (UTIT) .......... 100 1 Petroleo Brasileiro SA *(OILX) .................. 12,950 337 Petroleo Brasileiro SA - ADR (OILX) ............. 4,125 96 Tele Celular Sul Participacoes SA - ADR (TELS) .. 2,798 57 Tele Norte Leste Participacoes SA - ADR (TELS) .. 6,832 104 Telecomunicacoes Brasileiras SA - ADR (UTIT) .... 2,383 111 Telemig Celular Participacoes SA - ADR (TELS) ... 897 37 Telesp Celular Participacoes SA - ADR (TELS) .... 3,164 48 Unibanco - Uniao de Bancos Brasileiros SA - GDR (BANK) ..................................... 6,731 171 Votorantim Celulose e Papel SA - ADR (PAPR) ..... 4,500 68 ------- 1,667 Chile - 0.2% Companhia de Telecomunicaciones de Chile Sa (TELS) ......................................... 815 19 Enersis SA - ADR (UTIE) ......................... 1,900 28 ------- 47 Czech Republic - 0.1% Cesky Telecom - GDR *(TELS) ..................... 2,940 26 SPT Telecom AS (TELS) ........................... 1,410 13 ------- 39 Egypt - 0.1% Egypt Gas Co. (OILX) ............................ 500 9 Egypt Mobile Phone (TELS) ....................... 975 15 ------- 24 Hong Kong - 9.1% Asia Satellite Telecommunications Holdings, Ltd. (TELS) .................................... 17,000 29 Beijing Capital International (FINL) ............ 151,000 47 Brilliance China Automotive Holdings, Ltd. (AUTO) ......................................... 135,000 33 China Merchants Holdings International Co., Ltd. (CNSU) .................................... 155,000 118 China Overseas and Land Invest (TRAN) ........... 162,000 29 China Petroleum (OILX) .......................... 174,000 35 China Rare Earth (OILX) ......................... 17,000 6 China Res Beijing (UTIE) ........................ 103,000 29 China Resources Enterprise, Ltd. (UTIE) ......... 54,000 91 China Southern Airlines Company Limited (TRAN) .. 193,000 60 China Telecom (Hong Kong), Ltd. (TELS) .......... 204,000 1,075 China Unicom, Ltd. *(TELS) ...................... 32,000 56 Citic Pacific, Ltd. (DIOP) ...................... 49,000 152 CNOOC, Ltd. (OILX) .............................. 160,000 153 CNOOC, Ltd. - ADR*(OILX) ........................ 1,700 32 Cosco Pacific, Ltd. (COMM) ...................... 39,000 26 Denway Motors, Ltd. (AUTO) ...................... 304,300 109 Greencooltechnology (TELE) ...................... 159,000 63 Legend Holdings (COMP) .......................... 121,000 68 Nanjing Panda Electric (UTIE) ................... 168,000 73 New World China Ltd. (ENER) ..................... 44,000 21 Sun Television Cybernetworks Holdings, Ltd. (MEDI) ......................................... 269,000 5 Travelesky Technology, Ltd. (SOFT) .............. 64,000 65 Yanzhou Coal Mining (META) ...................... 132,000 61 Yanzhou Coal Mining Co., Ltd. - ADR (META) ...... 2,160 52 ------- 2,488 Hungary - 1.3% Gedeon Richter Rt. ((HEAL) ...................... 1,924 107 Gedeon Richter, Ltd. - GDR (HEAL) ............... 690 38 Magyar Tavkozlesi Rt. (UTIT) .................... 3,604 11 Magyar Tavkozlesi Rt. - ADR (UTIT) .............. 4,834 72 MOL Magyar Olaj-es Gazipari Rt. (OILX) .......... 3,653 52 OTP Bank Rt. (BANK) ............................. 1,742 91 ------- 371 India - 7.0% Bharat Heavy Electricals, Ltd. (ELEQ) ........... 33,200 125 Bharat Petroleum Corp., Ltd. (OILS) ............. 16,300 65 BSES, Ltd.* (UTIE) .............................. 15,500 65 Cipla, Ltd. ((HEAL) ............................. 3,000 73 Colgate Palmolive (HNBA) ........................ 8,500 29 Container Corp. of India, Ltd. (TRAN) ........... 24,092 65 Dabur India, Ltd. (DIOP) ........................ 22,000 29 89 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- EMERGING MARKETS EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED India - Continued Dr. Reddy's Laboratories, Ltd. (HEAL) ........... 2,050 $ 70 Gujarat Ambuja Cements Ltd. (CONS) .............. 18,500 73 HCL Technologies, Ltd. *(SOFT) .................. 4,500 28 HDFC Bank Ltd. (BANK) ........................... 12,250 55 Hero Honda Motors, Ltd.* (CNSU) ................. 20,750 64 Hindustan Lever Ltd. (CNSU) ..................... 52,750 230 Hindustan Petroleum Corp., Ltd. (OILX) .......... 18,000 60 Housing Development Financing Corp., Ltd. (LEND) ......................................... 11,880 174 Indialnfo, Ltd. (SOFT) .......................... 10,639 5 Infosys Technologies, Ltd. *(SOFT) .............. 1,690 135 ITC, Ltd. (FOOD) ................................ 1,250 20 ITC, Ltd. - GDR* (FOOD) ......................... 2,000 36 Lupin Laboratories, Ltd. (HEAL) ................. 4,600 7 Mahanagar Telephone Nigam, Ltd. (TELS) .......... 45,250 137 Nestle India, Ltd. (FOOD) ....................... 2,550 30 Ranbaxy Laboratories, Ltd. *(HEAL) .............. 5,250 54 Reliance Industries, Inc. (UTIE) ................ 13,500 106 State Bank of India*(BANK) ...................... 16,600 78 State Bank of India - GDR (BANK) ................ 3,500 39 Strides Arcolab, Ltd. (CNSU) .................... 2,500 3 Tata Ironsteel (STEE) ........................... 10,000 25 Wipro, Ltd.*(DIOP) .............................. 1,050 29 Zee Telefilms Ltd. (MEDI) ....................... 10,800 27 ------- 1,936 Indonesia - 0.4% Hampshire M Sampoerna (DIOP) .................... 71,500 101 Israel - 4.0% Breezecom, Ltd.*(TELS) .......................... 10,260 45 Ceragon Networks, Ltd. (TELS) ................... 5,490 17 Check Point Software Technologies, Ltd. (SOFT) .. 4,282 217 ECI Telecommunications, Ltd. (MEDI) ............. 28,973 145 RADVision, Ltd. *(SOFT) ......................... 5,407 33 Radware, Ltd. *(SOFT) ........................... 7,989 144 Teva pharmaceutical Industries, Ltd. ((HEAL) .... 1,490 93 Teva Pharmaceutical Industries, Ltd. - ADR (HEAL) ......................................... 4,398 274 TTI Team Telecom International, Ltd. *(TELS) .... 6,556 127 ------- 1,095 Malaysia - 2.1% British American Tobacco (Malaysia) Berhad (FOOD) ......................................... 14,000 128 Digi Swisscom (TELS) ............................ 40,000 58 Malayan Banking Berhad (BANK) ................... 38,000 103 Malaysian Pacific Industries (ETRN) ............. 10,000 35 Public Bank Berhad (BANK) ....................... 123,300 73 Resorts World Berhad (LEIS) ..................... 19,000 26 Telekom Malaysia Berhad (TELS) .................. 36,000 83 Tenaga Nasional Berhad (UTIE) ................... 38,000 87 ------- 593 Mexico - 13.6% Alfa, S.A. *(DIOP) .............................. 42,690 59 America Movil SA de CV - ADR Ser. L 8(TELS) ..... 21,400 446 Cemex SA de CV - CPO (CONS) ..................... 53,598 285 Cemex SA de CV - ADR Participation Certificates *(CONS) ........................... 749 20 Cifra SA de CV - Ser V (RETS) ................... 55,050 150 Fomento Economico Mexicano SA de CV (FOOD) ...... 6,899 29 Fomento Economico Mexicano SA de CV - ADR (FOOD) ......................................... 9,173 393 Grupo Aeroportuario del Sureste SA de CV* (TRAN) ......................................... 18,100 22 Grupo Aeroportuario Sur - ADR* (TRAN) ........... 5,600 105 Grupo Carso SA de CV - Ser. A1 (DIOP) ........... 15,700 47 Grupo Financiero Banamex Accival, SA de CV (FINL) ......................................... 139,000 360 Grupo Financiero Bancomer SA de CV - Cl. O (FINL) ......................................... 154,150 153 Grupo Financiero BBVA Bancomer, SA de CV (FINL) ......................................... 8,300 164 Grupo Modelo SA de CV - Ser. C (FOOD) ........... 8,200 22 Grupo Sanborns SA - Ser. B1* (RETS) ............. 2,625 4 Grupo Televisa SA - GDR* (MEDI) ................. 6,386 256 Kimberly-Clark de Mexico SA de CV (PAPR) ........ 64,630 191 Telefonos de Mexico SA - ADR (UTIT) ............. 25,950 911 Wal-Mart de Mexico SA de CV - Ser. C (RETS) ..... 16,700 41 Wal-Mart de Mexico SA de CV - ADR* (RETS) ....... 3,216 87 ------- 3,745 Poland - 1.5% Bank Polska Kasa Opieki SA* (BANK) .............. 6,323 109 Elektrim Spolka Akcyjna SA (ETRN) ............... 3,777 24 Telekomunikacja (TELS) .......................... 2,707 12 90 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- EMERGING MARKETS EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Poland - Continued Telekomunikacja Polska - GDR* (TELS) ............ 63,565 $ 284 ------- 429 Russia - 3.9% LuKoil Holding - ADR (OILS) ..................... 5,950 285 Norilsk Nickel - ADR (PMET) ..................... 1,400 25 OAO Gazprom - ADR (UTIG) ........................ 4,500 50 RAO Unified Energy Systems - GDR (UTIE) ......... 29,496 336 Surgutneftegaz (OILS) ........................... 1,270 20 Surgutneftegaz - ADR (OILS) ..................... 28,527 365 ------- 1,081 Singapore - 0.1% Total Access Communication Public Co., Ltd (TELS) ......................................... 14,000 31 South Africa - 9.1% ABSA Group, Ltd. (BANK) ......................... 30,000 141 Anglo American Platinum Corp., Ltd. (PMET) ...... 5,248 234 Anglo American PLC (META) ....................... 15,777 234 Bidvest Group, Ltd. (DIOP) ...................... 16,598 103 Dimension Data Holdings PLC (SOFT) .............. 5,412 21 FirstRand, Ltd. (FINL) .......................... 215,960 231 Impala Platinum Holdings, Ltd. (META) ........... 3,109 156 Liberty Life Association of Africa, Ltd. (INSU) ......................................... 15,920 115 M-Cell, Ltd. (TELS) ............................. 18,570 43 Nedcor, Ltd. (BANK) ............................. 6,940 135 Old Mutual PLC (OILX) ........................... 3,500 8 Remgro, Ltd.* (DIOP) ............................ 16,190 116 Sanlam, Ltd.* (INSU) ............................ 156,050 213 Sappi, Ltd. (READ) .............................. 6,600 58 Sasol, Ltd. (OILX) .............................. 20,103 184 South African Breweries PLC (FOOD) .............. 48,170 365 Standard Bank Investment Corp., Ltd. (BANK) ..... 35,500 155 ------- 2,512 South Korea - 14.1% Cheil Communications, Inc. (MEDP) .................................... 1,830 159 Hana Bank (BANK) ................................ 8,600 63 Housing & Commercial Bank (BANK) .................................... 3,130 70 Humax Co., Ltd.* (APPL) ......................... 10,485 154 Hyundai Mobis (AUTO) ............................ 11,410 123 Hyundai Motor Co., Ltd. (AUTO) .................. 16,680 363 Kookmin Bank (BANK) ............................. 17,263 232 Kookmin Credit Card Co. (LEND) .................. 2,020 58 Korea Electric Power Corp. (UTIE) ............... 7,850 146 Korea Electric Power Corp. - ADR (UTIE) ......... 1,950 19 Korea Telecom Corp.* (TELS) ..................... 6,850 274 Korea Telecom Corp. -ADR* (TELS) ................ 11,900 262 Korea Telecom Freetel* (TELS) ................... 1,540 44 LG Construction Co. (CONS) ...................... 6,920 58 LG Household & health (HEAL) .................... 2,610 59 Pohang Iron & Steel Co., Ltd. (STEE) ............ 3,730 298 Samsung Electro-Mechanics Co. (ETRN) ............ 840 30 Samsung Electronics (ETRN) ...................... 4,900 723 Samsung Securities Co., Ltd. (FUND) ............. 4,300 122 Shinhan Bank (BANK) ............................. 22,930 235 SK Telecom Co., Ltd. (TELS) ..................... 2,450 361 Tongyang Cement Co. (CONS) ...................... 1,850 32 ------- 3,885 Taiwan - 11.2% Ambit Microsystems Corp. (COMP) ................. 15,600 65 Ase Test, Ltd. 8 (ETRN) ......................... 3,300 42 Asustek Computer (COMP) ......................... 43,750 185 Bank Sinopac* (BANK) ............................ 121,000 56 Cathay Life Insurance (INSU) .................... 32,000 39 China Steel Corp. (STEE) ........................ 158,000 158 China Unicom, Ltd. (TELS) ....................... 300 5 Chinatrust Commercial Bank (BANK) ............... 212,000 148 Compal Electronics Inc. (COMP) .................. 20,750 22 Delta Electronics Inc. (ETRN) ................... 66,000 163 Elan Microelectronics Corp (ETRN) ............... 17,000 33 Far East Textile (DIOP) ......................... 44,000 25 Far Eastern Textile, Ltd. - GDR* (APPA) ......... 2,848 16 Faraday Tech (ETRN) ............................. 4,000 32 Formosa Chemical & Fibre (CHEM) ................. 88,560 62 Fubon Insurance Co. (INSU) ...................... 95,000 79 Hon Hai Precision Insustry Co.,Ltd. Cl. G* (ETRN) ...................................... 36,000 189 Hon Hai Precision Industry Co.,Ltd. - GDR (ETRN). 8,990 110 Macronix International Co.,Ltd.* (COMP) ......... 8,100 9 Nan Ya Plastic Corp. (CHEM) ..................... 25,000 25 President Chain Store Corp. (RETS) .............. 29,000 63 Quanta Computer, Inc. (COMP) .................... 40,000 136 Realtek Semiconductor Corp.(ETRN) ............... 6,000 27 Siliconware Precision (SOFT) .................... 102,000 58 Sunplus Technology (TELE) ....................... 7,000 30 Taipei Bank (BANK) .............................. 105,000 57 Taishin International Bank (BANK) ............... 102,000 46 Taiwan Cellular Corp.* (TELS) ................... 50,168 65 Taiwan Semiconductor (ETRN) ..................... 345,800 643 Taiwan Semiconductor Manufacturing Co., Ltd. - ADR (ETRN) ................................... 2,887 44 91 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- EMERGING MARKETS EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Taiwan - Continued Uni-President Enterprises Co.* (FOOD) ........... 100,000 $ 42 United Microelectronics Corp. (COMP) ............ 245,000 325 Winbond Electronic (ETRN) ....................... 88,675 74 Winbond Electronics Corp. - GDR* (ETRN) ......... 982 8 ------- 3,081 Thailand - 1.6% Advanced Info Service Public Co., Ltd. (TELS) ... 16,300 174 BEC World Public Co.,Ltd. (MEDI) ................ 15,900 78 Delta Electronics (Thailand) Public Co., Ltd. (ETRN) ......................................... 18,622 90 Shin Corp. Public Co., Ltd. (COMP) .............. 15,800 60 Thai Farmers Bank Public Co., Ltd. (BANK) ....... 86,400 38 ------- 440 Turkey - 2.6% Akbank T.A.S. (BANK) ............................ 12,176,000 51 Aksigorta (INSU) ................................ 3,417,000 27 Anadolu Efes Biracilik ve Malt Sanayii A.S. (FOOD) ......................................... 1,175,995 45 Migros Turk T.A.S. (RETF) ....................... 466,000 29 Netas Northern Electric Telekomunikasyon A.S. (TELS) ......................................... 1,369,639 56 Tupras-Turkiye Petrol Rafinerileri A.S. (OILX) .. 3,684,000 94 Turkcell Iletisim Hizmetleri A.S. (TELS) ........ 4,735 13 Turkiye Garanti Bankasi AS (BANK) ............... 7,124,000 36 Vestel Elektronik Sanayi ve Ticaret A.S. (ETRN) . 21,836,620 53 Yapi ve Kredi Bankasi AS (BANK) ................. 100,949,567 314 Yapi ve Kredi Bankasi A.S. - GDR* (BANK) ........ 1,568 5 ------- 723 United Kingdom - 1.7% Anglo American PLC (META) ....................... 18,537 278 Dimension Data Holdings PLC (SOFT) .............. 13,588 52 DSP Group, Inc. (ETRN) .......................... 1,500 32 Old Mutual PLC (OILX) ........................... 9,700 22 South African Breweries PLC* (FOOD) ............. 9,853 75 ------- 459 United States - 0.5% Zoran Corp. *(ETRN) ............................. 4,805 143 ------- TOTAL COMMON STOCK- 90.1% 24,890 ------- PREFERRED STOCK Brazil - 5.4% Banco Itau SA (BANK) ............................ 2,401,969 210 Brasil Telecom SA (TELS) ........................ 21,169,819 125 Celular CRT Participacoes *(TELS) ............... 1,039,321 430 Centrais Electricas Brasileires SA - Cl. B (UTIE) 2,581,000 30 Compahnia de Bebidas das Americas* (FOOD) ....... 34,000 8 Companhia Energetica de Minas Gerais (UTIE) ..... 4,944,400 59 Companhia Vale do Rio Doce -Cl.A*(META) ......... 13,797 314 Embratel Participacoes SA (UTIT) ................ 8,459,000 65 Petroleo Brasileiro SA - Petrobras (OILS) ....... 4,201 98 Tele Celular Sul Participacoes SA (TELS) ........ 5,894,000 12 Tele Centro Sul Participacoes SA (UTIT) ......... 9,565,000 80 Tele Norte Leste Participacoes SA (UTIT) ........ 845,000 13 Telemig Celular Participacoes SA (TELS) ......... 10,962,227 23 Telesp Celular Participacoes SA* (TELS) ......... 5,365,286 33 ------- 1,500 South Korea - 0.3% Samsung Electronics (ETRN) ...................... 1,100 68 ------- TOTAL PREFERRED STOCK- 5.7% 1,568 ------- Par Value (000's) SHORT-TERM INVESTMENTS - 4.0% Investments in joint trading accounts 3.97% due 07/02/01 ............................ $ 1,094 1,094 ----------- --------- TOTAL INVESTMENTS- 99.8% 27,552 Other Assets & Liabilities, Net 0.2% 54 ----------- --------- NET ASSETS- 100.0% $ 27,606 =========== ========= ADR- American Depository Receipts. GDR- Global Depository Receipts. * Non-income producing security. See notes to financial statements. 92 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- EMERGING MARKETS EQUITY FUND SUMMARY OF LONG-TERM SECURITIES BY INDUSTRY Market % of Industry Value Long-Term Industry Abbreviation (000s) Investments Telecommunication Services ......... TELS $ 4,890 18.5% Bank ............................... BANK 2,711 10.2 Electronic Products & Services ..... ETRN 2,563 9.7 Food, Beverage & Tobacco ........... FOOD 1,352 5.1 Telephone .......................... UTIT 1,264 4.8 Electric Power ..................... UTIE 1,143 4.3 Metals & Mining .................... META 1,114 4.2 Oil & Natural Gas Exploration & Production ........................ OILX 1,088 4.1 Financial Services ................. FINL 955 3.6 Computer Equipment ................. COMP 870 3.3 Computer Software & Services ....... SOFT 833 3.1 Health Care Products ............... HEAL 775 2.9 Oil ................................ OILS 758 2.9 Diversified Operations ............. DIOP 661 2.4 Automobile ......................... AUTO 628 2.4 Media - TV & Radio ................. MEDI 511 1.9 Steel .............................. STEE 481 1.8 Insurance .......................... INSU 473 1.8 Construction ....................... CONS 468 1.8 Consumer Miscellaneous ............. CNSU 415 1.6 Retail - Department Stores ......... RETS 345 1.3 Transportation Services ............ TRAN 281 1.1 Precious Metals/Gems/Stones ........ METP 259 1.0 Paper & Forest Products ............ PAPR 259 1.0 Personal & Commercial Lending ...... LEND 232 0.9 Media - Publishing ................. MEDP 159 0.6 Household Appliances & Furnishings . APPL 154 0.6 Aerospace & Defense ................ AERO 133 0.5 Electrical Equipment ............... ELEQ 126 0.5 Brokerage & Investment Management .. FUND 122 0.5 Telecommunication Equipment ........ TELE 93 0.3 Chemical ........................... CHEM 87 0.3 Real Estate Development ............ READ 58 0.2 Natural Gas Distribution ........... UTIG 50 0.2 Cosmetic & Personal Care ........... HNBA 29 0.1 Retail - Food ...................... RETF 29 0.1 Commercial Services ................ COMM 26 0.1 Leisure & Recreation ............... LEIS 26 0.1 Energy - Alternative Sources ....... ENER 21 0.1 Shoe & Apparel Manufacturing ....... APPA 16 0.1 ------- ----- $26,458 100.0% ======= ===== 93 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Argentina - 0.2% Banco Frances SA (BANK) ......................... 10,000 83 GPO Finance Galicia (FINL) ...................... 40,460 60 IRSA Inversiones y Representaciones SA (READ) ... 29,022 46 PC Holdings SA - Cl. B (FINL) ................... 53,132 72 Siderca S.A.I.C. (STEE) ......................... 35,000 68 ------- 329 Australia - 2.8% AMP Diversified Property Trust (REIT) ........... 106,700 132 AMP, Ltd. *(INSU) ............................... 28,800 323 Aristocrat Leisure Limited (LEIS) ............... 18,500 67 BHP, Inc.(DIOP) ................................. 37,385 203 Brambles Industries, Ltd. (DIOP) ................ 7,200 176 Broken Hill Proprietary Co., Ltd. (DIOP) ........ 35,100 186 Coles Myer, Ltd. (RETS) ......................... 39,400 127 CSL, Ltd. (HEAL) ................................ 2,600 63 CSR, Ltd. (CONS) ................................ 37,900 137 Foster's Brewing Group, Ltd. (FOOD) ............. 70,100 196 General Property Trust (REIT) ................... 53,300 76 Lend Lease Corp. (FINL) ......................... 13,200 85 National Australia Bank, Ltd. (BANK) ............ 30,600 547 News Corp., Ltd. (MEDI) ......................... 42,300 389 Onesteel. Ltd. (STEE) ........................... 8,775 4 Orica, Ltd. (DIOP) .............................. 15,500 35 Pacific Dunlop, Ltd. (DIOP) ..................... 59,000 25 Paperlinx (PAPR) ................................ 4,800 10 QBE Insurance Group, Ltd. (INSU) ................ 11,200 67 Rio Tinto, Ltd. (METP) .......................... 6,900 120 Santos, Ltd. (OILX) ............................. 22,300 74 Tabcorp Holdings, Ltd. (LEIS) ................... 16,400 79 Telstra Corp., Ltd. (TELS) ...................... 166,200 456 Westfield Trust (REIT) .......................... 54,000 93 Westpac Banking Corp., Ltd.(BANK) ............... 46,600 344 WMC, Ltd. (DIOP) ................................ 26,300 129 Woolworth's, Ltd. (RETS) ........................ 30,300 170 ------- 4,313 Austria - 1.0% Austria Tabak AG (FOOD) ......................... 3,700 259 Austrian Airlines (TRAN) ........................ 5,550 53 BBAG Oesterreichische Brau Beteiligungs AG (FOOD) 2,150 79 Bohler-Uddeholm AG (STEE) ....................... 1,500 56 BWT AG (POLL) ................................... 2,000 57 EA-Generali AG (INSU) ........................... 1,050 135 Flughafen Wien AG (TRAN) ........................ 4,000 129 Mayr-Melnhof Karton AG (PAPR) ................... 1,800 80 Oesterreichische Elektrizitaetswirtschafts AG (UTIE) ......................................... 3,900 324 OMV AG (OILX) ................................... 3,000 252 VA Technologie AG (ENGI) ........................ 2,100 68 Wienerberger Baustoffindustrie AG (CONS) ........ 7,200 122 ------- 1,614 Belgium - 1.6% Barco NV (ETRN) ................................. 559 25 BarcoNet NV* (ETRN) ............................. 1,118 3 Bekaert NV (METP) ............................... 1,390 50 Colruyt NV (RETF) ............................... 1,870 63 Compagnie Maritime Belge SA (TRAN) .............. 1,921 119 D'Ieteren SA (AUTO) ............................. 190 30 Delhaize SA (RETF) .............................. 1,255 74 Electrabel SA (UTIE) ............................ 1,536 304 Fortis (B) (INSU) ............................... 30,692 741 GPE Bruxelles LAM (DIOP) ........................ 5,094 286 Heidelberger Zement AG (CONS) ................... 1,048 KBC Bancassurance Holding NV (BANK) ............. 10,840 386 N.V. Union Miniere SA* (META) ................... 1,461 58 Solvay SA (FINL) ................................ 2,115 105 UCB SA (HEAL) ................................... 4,800 167 ------- 2,411 Brazil - 0.3% Centrais Electricas Brasileiras SA (UTIE) ....... 10,577,000 135 Companhia de Bebidas das Americas* (FOOD) ....... 482,000 108 Tele Norte Leste Participacoes SA (UTIT) ........ 11,096,000 148 ------- 391 Chile - 0.5% Banco Santiago SA - ADR (BANK) .................. 2,900 66 Compania Cervecerias Unidas SA - ADR (FOOD) ..... 3,900 86 Compania de Telecomunicaciones de Chile SA (UTIT) ......................................... 8,000 113 Embotelladora Andina SA - ADR (FOOD) ............ 6,100 82 Empresa Nacional de Electricidad SA - ADR (UTIE) ......................................... 10,100 114 Enersis SA - ADR (UTIE) ......................... 3,700 56 Laboratorio Chile SA - ADR (HEAL) ............... 5,700 142 Madeco SA - ADR (META) .......................... 13,000 63 ------- 722 China - 0.1% Huaneng Power International, Inc. - ADR* (UTIE) ........................................ 3,700 89 94 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Czech Republic - 0.2% Ceska Sporitelna AS (BANK) ...................... 9,500 63 Ceske Energeticke Zavody AS -(UTIE) ............. 21,600 48 Komercni Banka AS (BANK) ........................ 2,200 60 SPT Telecom AS (TELS) ........................... 6,300 57 ------- 228 Denmark - 1.2% A/S Dampskibsselskabet Svendborg - Cl. B (TRAN) . 27 243 Dampskibsselskabet AF 1912 - Cl. B (TRAN) ....... 40 278 Danisco A/S (FOOD) .............................. 1,650 60 Danske Bank (BANK) .............................. 11,500 207 ISS A/S (COMM) .................................. 1,650 97 Novo Nordisk AS (HEAL) .......................... 11,750 520 Novozymes A/S - Ser. B* (OILX) .................. 2,350 49 Tele Danmark A/S (TELS) ......................... 6,550 236 Vestas Wind Systems AS (ENER) ................... 2,500 117 ------- 1,807 Finland - 0.4% Nokia Oyj (TELE) ................................ 22,000 499 Sampo Insurance Co. PLC (INSU) .................. 4,700 40 Sonera Oyj (TELS) ............................... 5,432 42 UPM-Kymmene Corp.* (PAPR) ....................... 2,100 60 ------- 641 France - 8.4% Accor SA (LEIS) ................................. 4,890 207 Air Liquide (CHEM) .............................. 1,306 188 Alcatel (TELE) .................................. 18,887 395 AXA SA (INSU) ................................... 25,968 741 Banque Nationale de Paris (BANK) ................ 6,348 553 Bouygues SA (CONS) .............................. 6,110 207 Cap Gemini SA (COMM) ............................ 1,622 118 Carrefour SA (RETF) ............................. 11,715 620 Casino Guichard-Perrachon SA (RETF) ............. 2,053 173 Club Mediterranee SA (LEIS) ..................... 838 46 Compagnie de St. Gobain (CONS) .................. 1,572 214 Dassault Systemes SA (SOFT) ..................... 1,995 77 Eridania Beghin-Say SA (FOOD) ................... 98 8 Essilor International SA (HEAL) ................. 188 54 France Telecom (TELS) ........................... 16,363 781 Groupe Danone (FOOD) ............................ 1,897 261 Imercys (CONS) .................................. 794 79 L'Oreal SA (HNBA) ............................... 9,987 645 Lafarge SA (CONS) ............................... 2,526 216 Lagardere S.C.A. (DIOP) ......................... 2,436 115 LVMH (Louis Vuitton Moet Hennessy)(FOOD) ........ 7,719 389 Michelin (PART) ................................. 1,649 52 Pernod Ricard (FOOD) ............................ 1,441 101 Pinault-Printemps-Redoute SA (RETS) ............. 1,891 274 PSA Peugeot Citroen (AUTO) ...................... 818 222 Rhone-Poulenc SA (BANK) ......................... 11,637 930 Sagem SA (ETRN) ................................. 627 31 Sanofi-Synthelabo SA* (HEAL) .................... 12,280 806 Schneider SA (MACH) ............................. 2,599 144 Societe BIC SA (COMM) ........................... 1,234 45 Societe Eurafrance SA (FINL) .................... 1,026 60 Societe Generale - Cl. A (BANK) ................. 6,189 367 STMicroelectronics (ETRN) ....................... 14,283 496 Suez Lyonnaise des Faux (FOOD) .................. 19,520 629 Thomson CFS (ETRN) .............................. 3,072 111 Total Fina SA - Cl. B (OILX) .................... 11,680 1,637 Unibail SA (REAL) ............................... 2,100 114 Usinor SA (STEE) ................................ 3,397 36 Valeo SA (PART) ................................. 1,712 69 Vivendi Universal SA (DIOP) ..................... 15,051 878 ------- 13,089 Germany - 12.7% Adidas-Salomon AG (APPA) ........................ 1,920 118 Allianz AG - Reg. (INSU) ........................ 7,680 2,244 BASF AG (CHEM) .................................. 18,710 739 Bayer AG (CHEM) ................................. 21,930 861 Bayerische Vereinsbank AG (BANK) ................ 16,522 818 Beiersdorf AG (HNBA) ............................ 2,220 232 Continental AG (PART) ........................... 1,100 15 DaimlerChrysler AG (AUTO) ....................... 30,799 1,416 Deutsche Bank AG (BANK) ......................... 19,000 1,363 Deutsche Telekom AG (UTIT) ...................... 90,590 2,067 Douglas Holding AG (HNBA) ....................... 1,090 29 Dresdner Bank AG (BANK) ......................... 17,210 787 E.On AG (DIOP) .................................. 23,048 1,210 Fresenius Medical Care AG (HEAL) ................ 2,350 165 Heidelberg Zement *(CONS) ....................... 2,528 109 Hochtief AG (CONS) .............................. 3,810 64 Kamps AG (FOOD) ................................. 2,666 24 Karstadt AG (RETS) .............................. 4,100 122 Linde AG (ENGI) ................................. 3,300 140 Lufthansa AG (TRAN) ............................. 9,730 153 MAN AG (DIOP) ................................... 4,400 94 Merck KGAA (HEAL) ............................... 6,110 213 Metro AG* (RETS) ................................ 9,200 344 Muenchener Rueckversicherungs-Gesellschaft AG - Reg. (INSU) .................................... 5,410 1,509 Preussag AG (DIOP) .............................. 6,400 194 RWE AG (UTIE) ................................... 14,500 577 SAP AG (SOFT) ................................... 9,880 1,372 Schering AG (HEAL) .............................. 4,890 257 SGL Carbon AG (CHEM) ............................ 1,190 42 Siemens AG (DIOP) ............................... 27,540 1,692 Thyssen Krupp AG (CONS) ......................... 15,660 206 Volkswagen AG (AUTO) ............................ 10,119 476 95 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Germany - Continued WCM Beteiligungs-und Grundbesitz AG (DIOP) ...... 9,509 102 ------- 19,754 Greece - 0.1% Alpha Credit Bank (BANK) ........................ 190 4 Commercial Bank of Greece (BANK) ................ 389 14 EFG Eurobank* (BANK) ............................ 3,211 41 Hellenic Bottling Co. SA (FOOD) ................. 63 1 Hellenic Telecommunication Organization SA (TELS) ......................................... 2,254 29 Intracom SA (TELE) .............................. 1,062 15 Titan Cement Co. SA (CONS) ...................... 1,400 46 ------- 150 Hong Kong - 1.6% Beijing Datang Power Generation Co., Ltd. (UTIE) .................................... 287,000 97 Cathay Pacific Airways (TRAN) ................... 32,000 43 China Southern Airlines Co., Ltd.* (TRAN) ....... 225,000 70 China Telecom (Hong Kong), Ltd. (TELS) .......... 107,000 564 CLP Holdings, Ltd. (UTIE) ....................... 30,600 129 Guangshen Railway Co., Ltd. (TRAN) .............. 395,000 72 Hang Seng Bank, Ltd. (BANK) ..................... 22,700 233 Henderson Land Development Co., Ltd. (READ) ..... 22,000 97 HSBC Holdings PLC (BANK) ........................ 8,900 105 Hutchison Whampoa, Ltd. (COMM) .................. 28,500 288 Legend Holdings (COMP) .......................... 122,000 68 Li & Fung, Ltd. (COMM) .......................... 36,000 59 New World Development Co., Ltd. (READ) .......... 48,000 58 Pacific Century Cyberworks, Ltd.* (TELE) ........ 202,380 58 Sun Hung Kai Properties, Ltd. (REIT) ............ 31,000 279 Swire Pacific, Ltd. - Cl. A (DIOP) .............. 23,500 122 Wharf (Holdings), Ltd. (DIOP) ................... 44,000 92 ------- 2,434 Hungary - 0.3% Danubius Hotel and Spa Rt. (LEIS) ............... 3,600 49 Gedeon Richter Rt. (HEAL) ....................... 900 50 Magyar Tavkozlesi Rt. (UTIT) .................... 36,200 106 MOL Magyar Olaj-es Gazipari Rt. (OILX) .......... 7,500 107 OTP Bank Rt. (BANK) ............................. 2,300 120 ------- 432 India - 0.7% Bajaj Auto, Ltd. - GDR (AUTO) ................... 14,300 88 EIH, Ltd. - GDR (REAL) .......................... 9,000 51 Grasim Industries, Ltd. - GDR (DIOP) ............ 7,100 55 Gujarat Ambuja Cements, Ltd. - GDR (CONS) ....... 23,800 91 Hindalco Industries, Ltd. - GDR (META) .......... 4,900 95 Indian Hotels Co., Ltd. - GDR (REAL) ............ 16,700 92 ITC, Ltd. - GDR *(FOOD) ......................... 10,900 196 Larsen & Toubro, Ltd. - GDR (DIOP) .............. 13,500 135 Ranbaxy Laboratories, Ltd. - GDR (HEAL) ......... 5,700 63 Reliance Industries, Ltd. - GDR* (CHEM) ......... 13,100 204 Tata Engineering and Locomotive Co., Ltd. - GDR (AUTO) ......................................... 34,600 50 ------- 1,120 Ireland - 0.7% Allied Irish Banks PLC (BANK) ................... 26,800 300 CRH PLC (CONS) .................................. 13,300 223 Eircom PLC* (TELS) .............................. 69,432 76 Greencore Group PLC (FOOD) ...................... 26,000 56 Irish Life & Permanent PLC (FINL) ............... 9,553 112 Jefferson Smurfit Group PLC (CONT) .............. 47,000 87 Kerry Group PLC (FOOD) .......................... 8,400 96 Ryanair Holdings PLC* (TRAN) .................... 11,421 119 ------- 1,069 Israel - 0.6% Bank Hapoalim (BANK) ............................ 43,700 107 Bezeq Israeli Telecommunication Corp., Ltd. (UTIT) .................................... 84,900 127 Check Point Software Technologies, Ltd. *(SOFT) . 4,200 212 IDB Holding Corp., Ltd. (FUND) .................. 5,700 156 Industrial Building Corp. (CONS) ................ 45,100 60 Makteshim-Agan Industries, Ltd.* (CHEM) ......... 26,900 55 Teva pharmaceutical Industries, Ltd. (HEAL) ..... 2,900 182 ------- 899 Italy - 7.2% Alitalia SpA (TRAN) ............................. 60,000 73 Assicurazioni Generali (INSU) ................... 43,382 1,305 Autogrill SpA (RETF) ............................ 10,001 108 Banca Di Roma (BANK) ............................ 15,000 46 Banca Intesa SpA (BANK) ......................... 178,800 632 Banca Intesa SpA (BANK) ......................... 37,400 86 Banca Popolare di Milano (BANK) ................. 18,100 71 Benetton Group SPA (RETS) ....................... 10,397 140 Bulgari SpA (RETS) .............................. 8,900 93 96 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Italy - Continued Enel SpA* (UTIE) ................................ 248,583 $ 760 ENI SpA (OILS) .................................. 135,900 1,658 Fiat SpA (AUTO) ................................. 13,040 255 Fiat SpA (AUTO) ................................. 2,310 30 Fiat SpA - RNC (AUTO) ........................... 720 9 Italcementi SpA (CONS) .......................... 10,920 86 Italgas (UTIG) .................................. 12,650 111 La Rinascente SpA (CONS) ........................ 10,500 45 Mediaset SpA (MEDI) ............................. 44,200 372 Mediobanca SpA (FUND) ........................... 24,000 257 Mondadori (Arnoldo) Editore SpA (MEDP) .......... 10,800 77 Parmalat Finanziaria SpA (FOOD) ................. 40,352 108 Pirelli SpA (DIOP) .............................. 71,100 198 Riunione Adriatica di Sicorta SpA (INSU) ........ 22,129 272 Riunione Adriatica di Sicorta SpA - RNC (INSU) .. 2,920 27 SAI SpA (INSU) .................................. 4,300 66 San Paolo-IMI SpA (BANK) ........................ 56,097 720 Sirti SpA (TELE) ................................ 11,100 14 Telecom Italia Mobile SpA (TELS) ................ 240,100 1,225 Telecom Italia Mobile SpA - RNC (TELS) .......... 48,200 153 Telecom Italia SpA (TELS) ....................... 131,500 1,181 Telecom Italia SpA - RNC (TELS) ................. 47,300 226 UniCredito Italiano SpA (BANK) .................. 184,100 791 ------- 11,195 Japan - 28.5% 77 Bank, Ltd. (BANK) ............................ 18,000 102 Acom Co., Ltd. (LEND) ........................... 3,800 335 Ajinomoto Co., Inc. (FOOD) ...................... 18,000 193 Alps Electric Co. (ETRN) ........................ 6,000 56 Amada Co., Ltd (MACH) ........................... 13,000 66 Asahi Bank, Ltd. (BANK) ......................... 73,000 158 Asahi Breweries, Ltd. (FOOD) .................... 13,000 146 Asahi Chemical Industry Co., Ltd. (CHEM) ........ 39,000 164 Asahi Glass Co., Ltd. (APPL) .................... 36,000 299 Bank of Yokohama, Ltd. (BANK) ................... 22,000 90 Benesse Corp. (COMM) ............................ 2,600 82 Bridgestone Corp. (PART) ........................ 21,000 220 Canon, Inc. (COMM) .............................. 22,000 889 Casio Computer Co. (ETRN) ....................... 9,000 52 Central Japan Railway Co. (TRAN) ................ 61 379 Chugai Pharmaceutical Co., Ltd. (HEAL) .......... 4,000 61 Citizen Watch Co., Ltd. (RETS) .................. 10,000 61 Cosmo Oil Co., Ltd. (OILX) ...................... 19,000 47 Credit Saison Co., Ltd. (FINL) .................. 5,600 136 CSK Corp. (SOFT) ................................ 3,200 100 Dai-Ichi Pharmaceutical Co., Ltd. (HEAL) ........ 7,000 162 Dai-Nippon Ink & Chemicals, Inc. (CHEM) ......... 28,000 79 Dai-Nippon Printng Co., Ltd. (COMM) ............. 19,000 232 Daicel Chemical Industries, Ltd. (CHEM) ......... 16,000 56 Dainippon Screen Manufacturing Co., Ltd. (ELEQ) . 11,000 46 Daito Trust Construction Co., Ltd. (REAL) ....... 3,600 61 Daiwa House Industry Co., Ltd. (HOUS) ........... 17,000 133 Daiwa Securities Group, Inc. (FUND) ............. 33,000 345 Denso Corp. (ETRN) .............................. 19,000 363 East Japan Railway Co. (TRAN) ................... 104 600 Ebara Corp. (MACH) .............................. 9,000 74 Eisai Co., Ltd. (HEAL) .......................... 9,000 202 Fanuc, Ltd. (ELEQ) .............................. 6,300 314 FUJI Machine Manufacturing Co., Ltd. (MACH) ..... 1,000 18 Fuji Photo Film (LEIS) .......................... 13,000 561 Fuji Soft ABC, Inc. (SOFT) ...................... 1,000 59 Fujikura (ELEQ) ................................. 11,000 67 Fujitsu, Ltd. (ELEQ) ............................ 51,000 536 Furukawa Electric Co. (TELE) .................... 16,000 128 Hankyu Corp. (TRAN) ............................. 10,000 33 Hirose Electric Co., Ltd. (ETRN) ................ 1,200 91 Hitachi, Ltd. (ETRN) ............................ 83,000 815 Honda Motor Co. (AUTO) .......................... 24,000 1,055 Hoya Corp. (ETRN) ............................... 3,000 190 Isetan Co., Ltd. (RETS) ......................... 7,000 74 Ishikawajima-Harima Heavy Industries Co., Ltd. (DIOP) ......................................... 28,000 69 Ito-Yokado Co., Ltd. (RETS) ..................... 11,000 507 Itochu Corp. (DIOP) ............................. 34,000 138 Japan Energy Corp. (OILX) ....................... 26,000 55 Japan Tobacco, Inc. (FOOD) ...................... 45 310 Joyo Bank, Ltd. (BANK) .......................... 29,000 87 Jusco Co., Ltd.* (RETS) ......................... 8,000 176 Kajima Corp. (CONS) ............................. 35,000 89 Kaneka Corp. (CHEM) ............................. 5,000 45 KAO Corp. (HNBA) ................................ 16,000 398 Kawasaki Heavy Industry, Ltd. (DIOP) ............ 46,000 76 Kawasaki Steel Corp. (STEE) ..................... 100,000 119 Keihin Electric Express Railway Co., Ltd. (TRAN). 17,000 74 Kinden Corp. (ENGI) ............................. 12,000 75 Kinki Nippon Railway (TRAN) ..................... 36,050 145 Kirin Brewery Co. (FOOD) ........................ 21,000 179 Kokuyo Co. (COMM) ............................... 6,000 63 Komatsu, Ltd. (MACH) ............................ 30,000 138 Komori Corp. (MACH) ............................. 4,000 55 Konami Co., Ltd. (COMP) ......................... 3,700 169 97 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Japan - Continued Konica Corp. (LEIS) ............................. 11,000 $ 81 Kubota Corp. (MACH) ............................. 40,000 159 Kuraray Co., Ltd. (APPA) ........................ 10,000 74 Kurita Water Industries, Ltd. (POLL) ............ 4,000 55 Kyocera Corp. (ETRN) ............................ 4,700 415 Kyowa Hakko Kogyo Co., Ltd. (HEAL) .............. 9,000 60 Makita Corp. (CNSU) ............................. 8,000 50 Marubeni Corp. (DIOP) ........................... 31,000 60 Marui Co., Ltd. (RETS) .......................... 13,000 188 Matsushita Electric Industrial Co. (ETRN) ....... 51,000 798 Minebea Co., Ltd. (CHEM) ........................ 4,000 26 Mitsubishi Chemical Corp. (CHEM) ................ 61,000 163 Mitsubishi Corp. (DIOP) ......................... 34,000 274 Mitsubishi Electric Corp. (ETRN) ................ 52,000 258 Mitsubishi Estate Co., Ltd. (REAL) .............. 37,000 340 Mitsubishi Heavy Industries, Ltd. (MACH) ........ 87,000 397 Mitsubishi Logistics Corp. (TRAN) ............... 7,000 64 Mitsubishi Materials Corp. (PMET) ............... 39,000 83 Mitsubishi Rayon Co., Ltd. (APPA) ............... 23,000 82 Mitsubishi Tokyo Finance (FINL) ................. 153 1,275 Mitsui & Co., Ltd. (DIOP) ....................... 31,000 209 Mitsui Fudosan Co., Ltd. (REAL) ................. 24,000 259 Mitsui Marine & Fire Insurance Co., Ltd. (INSU) ......................................... 14,000 72 Mitsui Mining & Smelting Co., Ltd. (META) ....... 17,000 75 Mitsukoshi, Ltd. (RETS) ......................... 14,000 58 Mizuho Holdings, Inc.* (BANK) ................... 160 744 Mori Seiki Co., Ltd. (MACH) ..................... 5,000 41 Murata Manufacturing Co., Ltd. (ETRN) ........... 6,100 405 Mycal Corp. (RETS) .............................. 20,000 22 NAMCO, Ltd. (LEIS) .............................. 3,800 68 NEC Corp. (COMP) ................................ 43,000 581 NGK Insulators (ETRN) ........................... 11,000 97 NGK Spark Plug Co. (PART) ....................... 7,000 66 Nidec Corp. (MACH) .............................. 2,000 104 Nikon Corp. (LEIS) .............................. 11,000 104 Nintendo Corp., Ltd. (LEIS) ..................... 3,500 637 Nippon Comsys Corp. (ENGI) ...................... 6,000 81 Nippon Express Co., Ltd. (TRAN) ................. 31,000 140 Nippon Mitsubishi Oil Co., Ltd. (OILX) .......... 27,000 152 Nippon Sheet Glass Co., Ltd. (DIOP) ............. 14,000 82 Nippon Steel Co. (STEE) ......................... 133,000 202 Nippon Telegraph & Telephone Corp. (UTIT) ....... 315 1,642 Nippon Unipac Holding, Co. *(PAPR) .............. 25 140 Nippon Yusen Kabushiki Kaisha (TRAN) ............ 40,000 158 Nissan Motor Acceptance Corp. (FINL) ............ 95,000 656 Nitto Denko Corp. (ETRN) ........................ 4,000 115 Nomura Securities Co., Ltd. (FUND) .............. 42,000 805 NSK, Ltd. (META) ................................ 16,000 69 NTN Corp. (METP) ................................ 13,000 36 Obayashi Corp. (CONS) ........................... 18,000 70 Oji Paper Co. (PAPR) ............................ 27,000 134 Olympus Optical Co. (LEIS) ...................... 9,000 144 Omron Corp. (ETRN) .............................. 8,000 145 Onward Kashiyama Co., Ltd. (APPA) ............... 7,000 76 Oriental Land Co., Ltd. (LEIS) .................. 2,000 148 Orix Corp. (FINL) ............................... 2,400 233 Osaka Gas Co. (UTIG) ............................ 65,000 210 Pioneer Corp. (ETRN) ............................ 4,000 122 Promise Co., Ltd. (LEND) ........................ 2,600 214 Rohm Co., Ltd. (ETRN) ........................... 3,000 466 Sankyo Co., Ltd. (HEAL) ......................... 13,000 235 Sanrio Co., Ltd. *(CNSU) ........................ 3,000 39 Sanyo Electric Co. (ETRN) ....................... 42,000 265 Secom Co. (ETRN) ................................ 7,000 391 Sega Enterprises (CNSU) ......................... 4,300 76 Sekisui Chemical Co. (CHEM) ..................... 20,000 83 Sekisui House, Ltd. (CONS) ...................... 23,000 195 Sharp Corp. (ETRN) .............................. 28,000 382 Shimamura Co., Ltd. (RETS) ...................... 1,000 52 Shimano, Inc. (LEIS) ............................ 5,000 74 Shimizu Corp. (CONS) ............................ 22,000 90 Shin-Etsu Chemical Co. (CHEM) ................... 9,000 331 Shionogi & Co., Ltd. (HEAL) ..................... 12,000 250 Shiseido Co., Ltd. (CHEM) ....................... 14,000 131 Shizuoka Bank, Ltd. (BANK) ...................... 19,000 159 Showa Shell Sekiyu K.K. (OILX) .................. 12,000 70 Skylark Co., Ltd. (FOOD) ........................ 3,000 85 SMC Corp. (MACH) ................................ 2,000 214 Softbank Corp. (SOFT) ........................... 8,500 279 Sony Corp. (ETRN) ............................... 22,300 1,466 Sumitomo Bank (BANK) ............................ 136,000 1,123 Sumitomo Chemical Co. (CHEM) .................... 44,000 199 Sumitomo Corp. (DIOP) ........................... 22,000 154 Sumitomo Electric Industries (TELE) ............. 19,000 215 Sumitomo Heavy Industry (MACH) .................. 31,000 43 Sumitomo Marine & Fire Insurance Co., Ltd. (INSU) 15,000 84 Sumitomo Metal Industries (STEE) ................ 102,000 61 Sumitomo Metal Mining Co. (PMET) ................ 17,000 79 Taisho Pharmaceutical Co., Ltd. (HEAL) .......... 10,000 188 Taiyo Yuden Co., Ltd. (ELEQ) .................... 4,000 106 Takara Shuzo Co., Ltd. (FOOD) ................... 4,000 53 Takashimaya Co. (RETS) .......................... 12,000 84 Takeda Chemical Industries (HEAL) ............... 23,000 1,070 Takefuji Corp. (LEND) ........................... 5,000 454 Teijin, Ltd. (APPA) ............................. 27,000 152 98 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Japan - Continued Teikoku Oil Co., Ltd. (OILX) .................... 15,000 $ 74 Terumo Corp. (HEAL) ............................. 4,000 73 The Bank of Fukuoka, Ltd. (BANK) ................ 8,000 36 The Chuo Mitsui Trust and Banking Co., Ltd. (BANK) ......................................... 17,000 30 The Daiwa Bank, Ltd. (BANK) ..................... 52,000 68 Tobu Railway Co., Ltd. (TRAN) ................... 29,000 93 Toho Co., Ltd. (MEDI) ........................... 1,200 143 Tohoku Electric Power (UTIE) .................... 9,100 148 Tokio Marine & Fire Insurance Co. (INSU) ........ 37,000 346 Tokyo Broadcasting (MEDI) ....................... 4,000 77 Tokyo Electric Power (UTIE) ..................... 32,600 844 Tokyo Electron, Ltd. (ETRN) ..................... 4,500 272 Tokyo Gas Co. (OILX) ............................ 27,000 82 Tokyu Corp. (TRAN) .............................. 26,000 142 Toppan Printing Co. (CNSU) ...................... 20,000 206 Toray Industries, Inc. (APPA) ................... 33,000 132 Toshiba Corp. (ETRN) ............................ 78,000 412 Tostem Corp. (CONS) ............................. 8,000 131 Toto, Ltd. (APPL) ............................... 13,000 91 Toyo Seikan Kaisha, Ltd. (CONT) ................. 8,000 115 Toyota Motor Corp. (AUTO) ....................... 88,300 3,108 Trans Cosmos, Inc. (SOFT) ....................... 700 28 UFJ Holdings, Inc. (FINL) ....................... 1 5 Uni-Charm Corp. (PAPR) .......................... 3,000 97 UNY Co., Ltd. (RETS) ............................ 8,000 82 Wacoal Corp. (APPA) ............................. 8,000 86 World Co., Ltd. (APPA) .......................... 1,400 45 Yamaha Corp. (LEIS) ............................. 6,000 60 Yamanouchi Pharmaceutical Co., Ltd. (HEAL) ...... 10,000 281 Yamato Transport Co., Ltd. (TRAN) ............... 12,000 252 Yokogawa Electric (ETRN) ........................ 8,000 71 ------- 44,143 Malaysia - 0.7% Berjaya Sports Toto Berhad (LEIS) ............... 47,000 48 Commerce Asset Holdings (BANK) .................. 40,000 63 Gamuda Berhad (CONS) ............................ 52,000 53 IJM Corporation Berhad (CONS) ................... 49,000 45 Magnum Corp. Berhad (LEIS) ...................... 158,000 58 Malayan Banking Berhad (BANK) ................... 48,000 130 Malaysia International Shipping Berhad (TRAN) ... 61,000 109 Public Bank Berhad (FINL) ....................... 75,400 52 Resorts World Berhad (LEIS) ..................... 35,000 47 RHB Capital Berhad (BANK) ....................... 63,000 33 Sime Darby Berhad (FINL) ........................ 68,000 71 Telekom Malaysia Berhad (TELS) .................. 60,000 139 Tenaga Nasional Berhad (UTIE) ................... 61,000 140 YTL Corp., Berhad (DIOP) ........................ 65,000 65 ------- 1,053 Mexico - 1.3% Cemex SA de CV - CPO*(CONS) ..................... 27,000 144 Cifra SA de CV - Ser. V (RETS) .................. 90,000 245 Fomento Economico Mexicano SA de CV (FOOD) ...... 20,000 85 Grupo Carso SA de CV - Ser. A1 (DIOP) ........... 24,000 71 Grupo Financiero Banamex Accival, SA de CV (FINL) 105,000 272 Grupo Financiero Bancomer SA de CV - Cl. O (FINL) 157,000 156 Grupo Modelo SA de CV - Ser. C (FOOD) ........... 62,000 167 Grupo Televisa SA* (MEDI) ....................... 60,000 119 Kimberly-Clark de Mexico SA de CV (PAPR) ........ 47,000 139 Nuevo Grupo Mexico (META) ....................... 18,000 47 Telephonos de Mexico SA - Ser. L (UTIT) ......... 326,000 572 Wal-Mart de Mexico SA de CV - Ser. C (RETS) ..... 25,000 61 ------- 2,078 Netherlands - 2.8% ABN Amro Holding NV (BANK) ...................... 18,400 346 Aegon NV (INSU) ................................. 14,500 409 Akzo Nobel NV (CHEM) ............................ 3,850 163 ASM Lithography Holding NV (COMP) ............... 5,900 132 Elsevier NV (MEDP) .............................. 10,500 131 Heineken NV EUR2 (FOOD) ......................... 5,468 221 ING Groep NV (BANK) ............................. 8,500 556 Koninklijke Ahold NV (RETF) ..................... 7,000 220 Koninklijke KPN NV (TELS) ....................... 11,420 65 Koninklijke (Royal) Philips Electronics N.V. (ETRN) ......................................... 13,656 362 Royal Dutch Petroleum Co. (OILS) ................ 21,250 1,224 TNT Post Group NV (TRAN) ........................ 5,610 117 Unilever NV - CVA (CNSU) ........................ 5,819 349 Wolters Kluwer NV - CVA (MEDP) .................. 4,400 118 ------- 4,413 New Zealand - 0.4% Carter Holt Harvey, Ltd. (PAPR) ................. 75,200 52 Contact Energy, Ltd. (UTIE) ..................... 62,600 76 Fisher & Paykel Industries, Inc. (APPL) ......... 23,000 110 Fletcher Building (CONS) ........................ 73,900 71 Telecom Corp. of New Zealand, Ltd. (TELS) ....... 111,100 253 The Warehouse Group, Ltd. (RETS) ................ 29,000 64 ------- 626 Norway - 1.2% Bergesen d.y. ASA - Cl. A (TRAN) ................ 4,300 79 99 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Norway - Continued Den Norske Bank (BANK) .......................... 43,960 $ 191 Elkem ASA (META) ................................ 4,400 73 Kvaerner PLC (CONS) ............................. 7,600 53 Merkantildata ASA (SOFT) ........................ 9,800 16 Norsk Hydro ASA (DIOP) .......................... 11,140 472 Norske Skogindustrier ASA - Cl. A (PAPR) ........ 7,600 115 Orkla ASA (DIOP) ................................ 23,420 424 Petroleum Geo-Services ASA (OILX) ............... 6,240 63 Smedvig (OILS) .................................. 7,000 64 Smedvig ASA - B Shares (OILS) ................... 7,600 61 Storebrand ASA (INSU) ........................... 16,140 115 Tomra Systems ASA (POLL) ........................ 11,200 177 ------- 1,903 Philippines - 0.1% Ayala Land, Inc. (READ) ......................... 36,460 4 Metropolitan Bank & Trust Co. (BANK) ............ 13,090 50 Petron Corp. (OILS) ............................. 468,400 20 Philippine Long Distance Telephone Co. (UTIT) ... 3,200 44 SM Prime Holdings, Inc. (READ) .................. 545,000 65 ------- 183 Portugal - 0.5% Banco Comercial Portgues, SA (BANK) ............. 33,000 123 BPI-SGPS, SA - Registered Shares (FUND) ......... 32,490 76 Brisa-Auto Estradas de Portugal, SA (CONS) ...... 8,375 71 Electricidade de Portugal, SA (UTIE) ............ 67,500 161 Jeronimo Martins, SGPS, SA (RETF) ............... 3,600 23 Portugal Telecom, SA (TELS) ..................... 46,000 321 Sonae S.G.P.S., SA (RETS) ....................... 87,600 64 ------- 839 Singapore - 0.5% Brierley Investments, Ltd. (DIOP) ............... 147,650 41 Chartered Semiconductor Manufacturing *(ETRN) ... 12,000 30 City Developments, Ltd. (READ) .................. 29,000 112 Cycle & Carriage, Ltd. (AUTO) ................... 14,000 25 DBS Group Holdings, Ltd. (BANK) ................. 17,000 125 Oversea-Chinese Banking Corp., Ltd. (BANK) ...... 16,000 104 Singapore Airlines (TRAN) ....................... 12,000 83 Singapore Telecommunications, Ltd. (TELS) ....... 114,000 119 United Overseas Bank, Ltd. (BANK) ............... 13,448 85 ------- 724 South Africa - 1.1% ABSA Group, Ltd. (BANK) ......................... 24,600 116 Anglo American Platinum Corp., Ltd. (PMET) ...... 5,400 241 Barlow, Ltd. (DIOP) ............................. 11,700 87 Dimension Data Holdings PLC (SOFT) .............. 28,883 110 FirstRand, Ltd. (FINL) .......................... 164,400 176 Foschini, Ltd.* (RETS) .......................... 37,100 32 Impala Platinum Holdings, Ltd. (META) ........... 2,600 130 Imperial Holdings, Ltd. (DIOP) .................. 10,091 85 Investec Group, Ltd. (FUND) ..................... 2,300 68 Liberty Life Association of Africa, Ltd. (INSU) . 12,400 89 M-Cell, Ltd. (TELS) ............................. 40,200 92 Nampak, Ltd. (CONT) ............................. 25,500 37 Nedcor, Ltd. (BANK) ............................. 6,600 129 Remgro, Ltd.* (DIOP) ............................ 15,300 110 Sappi, Ltd. (PAPR) .............................. 10,900 96 Sasol, Ltd. (OILX) .............................. 12,800 117 ------- 1,715 South Korea - 1.2% Cheil Jedang Corp. (FOOD) ....................... 1,246 41 Hyundai Motor Co., Ltd. (AUTO) .................. 6,490 141 Kookmin Bank (BANK) ............................. 8,310 111 Korea Electric Power Corp. (UTIE) ............... 11,760 219 Korea Telecom Corp.* (TELS) ..................... 920 37 LG Chemical (CHEM) .............................. 3,056 41 LG Chemicals, Ltd. (CHEM) ....................... 833 7 LG Electronics (ETRN) ........................... 3,990 51 LG Household & Health (HEAL) .................... 741 17 Pohang Iron & Steel Co., Ltd. (STEE) ............ 1,230 98 Samsung Corp. (ETRN) ............................ 6,120 35 Samsung Display Devices Co. (ETRN) .............. 1,410 68 Samsung Electro-Mechanics Co. (ETRN) ............ 2,760 99 Samsung Electronics (ETRN) ...................... 3,190 471 Samsung Fire & Marine Insurance (INSU) .......... 2,272 73 Shinhan Bank (BANK) ............................. 7,310 75 SK Telecom Co., Ltd. (TELS) ..................... 1,530 225 ------- 1,809 Spain - 3.9% ACS, Actividades de Construccion y Servicios, S.A.* (CONS) ................................... 2,419 67 Autopistas Concesionaria Espanola SA (TRAN) ..... 13,503 123 Banco Bilbao Vizcaya SA (BANK) .................. 90,135 1,167 Banco Santander Central Hispano SA (BANK) ....... 118,400 1,074 Endesa SA (UTIE) ................................ 28,100 449 100 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Spain - Continued Fomento de Construcciones y Contratas SA (CONS) . 4,600 $ 88 Gas Natural SDG SA - E Shares (UTIG) ............ 13,800 223 Grupo Dragados SA (CONS) ........................ 8,400 106 Iberdrola SA (UTIE) ............................. 27,500 353 Repsol SA (OILX) ................................ 30,000 496 Sociedad General de Aguas de Barcelona SA (FOOD) 8,484 117 Sol Melia SA (LEIS) ............................. 5,700 50 Tabacalera SA - Cl. A (FOOD) .................... 7,714 110 Telefonica SA (UTIT) ............................ 103,779 1,280 TelePizza SA* (RETF) ............................ 7,559 14 Union Electrica Fenosa SA (UTIE) ................ 12,200 228 Vallehermoso SA (READ) .......................... 8,700 55 Zardoya Otis SA (MACH) .......................... 9,752 88 ------- 6,088 Supra National - 0.0% Mahindra & Mahindra, Ltd. - GDR (AUTO) .......... 16,500 30 Sweden - 1.2% Drott AB - B Shares (REAL) ...................... 8,300 87 Hennes & Mauritz AB - B Shares (RETS) ........... 10,300 177 NetCom Systems, Inc. - Cl. B (TELS) ............. 1,732 56 Nordic Baltic Holding AB (BANK) ................. 34,928 199 SANDVIK AB (MACH) ............................... 4,350 87 Securitas AB - B Shares (COMM) .................. 8,250 144 Skand Enskilda Banken - Cl. A (BANK) ............ 10,200 97 Skandia Forsakrings AB (INSU) ................... 13,900 128 Skanska AB (CONS) ............................... 4,400 42 Svenska Cellulosa AB - Cl. B (PAPR) ............. 3,100 66 Svenska Handelsbanken, Inc. - A Shares (BANK) ... 6,350 91 Telefonaktiebolaget LM Ericsson AB*(TELE) ....... 79,300 434 Telia AB (TELS) ................................. 17,050 86 Volvo AB (AUTO) ................................. 5,750 86 ------- 1,780 Switzerland - 1.8% ABB, Ltd. *(ENGI) ............................... 8,672 131 Adecco SA Reg. (COMM) ........................... 600 28 Credit Suisse Group Reg. (BANK) ................. 1,970 324 Givaudan (HNBA) ................................. 55 15 Nestle SA Reg. (FOOD) ........................... 2,100 447 Novartis AG Reg. (HEAL) ......................... 15,200 550 Roche Holdings AG (HEAL) ........................ 5,500 406 Schweizerische Rueckversicherungs-Gesellschaft (INSU) ......................................... 30 60 Swisscom AG Reg. (UTIT) ......................... 400 95 Syngenta AG *(CHEM) ............................. 547 29 UBS AG (BANK) ................................... 2,906 417 Zurich Finance (FINL) ........................... 633 216 ------- 2,718 Thailand - 0.2% ABN Amro Asia Secuities Public Co., Ltd. (FINL) . 23,000 13 Advanced Info Service Public Co., Ltd. (TELS) ... 7,700 82 PTT Exploration & Production Public Co., Ltd. (OILX) ......................................... 22,200 61 Siam Cement Public Co., Ltd. (CONS) ............. 4,000 43 TelecomAsia Corp. Public Co., Ltd.* (UTIT) ...... 113,200 47 ------- 246 Turkey - 0.2% Arcelik AS (APPL) ............................... 3,934,500 32 Kartonsan Karton Sanayi Ve Ticaret AS (PAPR) .... 365,000 14 Migros Turk T.A.S. (RETF) ....................... 387,000 24 Tupras-Turkiye Petrol Rafinerileri AS (OILX) .... 1,009,000 26 Turkiye Garanti Bankasi AS (BANK) ............... 12,113,000 61 Turkiye Is Bankasi (Isbank) - Cl. C (BANK) ...... 14,914,592 106 Yapi ve Kredi Bankasi AS (BANK) ................. 18,317,805 57 ------- 320 United Kingdom - 10.7% Abbey National First Capital BV (BANK) .......... 16,000 281 Airtours PLC (LEIS) ............................. 11,300 46 Amvescap PLC (BANK) ............................. 5,300 92 Arm Holdings PLC *(ETRN) ........................ 9,700 37 AstraZeneca Group PLC (HEAL) .................... 18,239 851 Barclay's PLC (BANK) ............................ 16,300 500 Barratt Developments PLC (CONS) ................. 10,100 51 Bass PLC (FOOD) ................................. 17,200 180 Berkeley Group (The) PLC (READ) ................. 4,700 48 BG Group PLC (UTIG) ............................. 37,866 149 BOC Group PLC (CHEM) ............................ 7,000 103 Boots Co. PLC (RETD) ............................ 13,800 117 BP Amoco PLC (OILX) ............................. 218,800 1,801 British Aerospace PLC (AERO) .................... 32,263 155 British Airport Authority PLC (TRAN) ............ 11,700 109 British Airways PLC (TRAN) ...................... 11,300 55 British American Tobacco PLC* (FOOD) ............ 23,300 177 British Land Co. PLC (REAL) ..................... 11,000 75 British Sky Broadcast PLC (MEDI) ................ 19,900 192 101 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED United Kingdom - Continued British Telecommunications PLC (TELS) ........... 68,700 $ 432 Cadbury Schweppes PLC (FOOD) .................... 26,600 180 Canary Wharf Finance PLC* (REIT) ................ 11,700 91 Carlton Communications PLC (MEDI) ............... 16,300 77 Centrica PLC *(UTIG) ............................ 58,900 189 CGU PLC (INSU) .................................. 22,700 314 Compass Group PLC* (FOOD) ....................... 25,122 201 Diageo PLC (FOOD) ............................... 30,200 332 Dixons Group PLC* (TELE) ........................ 23,200 76 EMI Group PLC (LEIS) ............................ 12,400 70 GKN plc (PART) .................................. 9,200 88 GlaxoSmithKline PLC* (HEAL) ..................... 62,892 1,771 Granada Compass PLC (LEIS) ...................... 25,122 53 Halifax Group PLC (LEND) ........................ 24,700 286 Hanson PLC (CONS) ............................... 8,990 66 Hays PLC (DIOP) ................................. 14,400 37 Hilton Group PLC (LEIS) ......................... 27,700 93 HSBC Holdings PLC (BANK) ........................ 90,100 1,069 Imperial Chemical Industries PLC (CHEM) ......... 7,100 42 Invensys PLC (DIOP) ............................. 38,785 74 J Sainsbury PLC (RETF) .......................... 24,100 150 Kingfisher PLC (RETS) ........................... 18,500 100 Land Securities PLC (REAL) ...................... 8,400 103 Lattice Group *(ETRN) ........................... 37,866 85 Legal & General Group PLC (INSU) ................ 62,800 143 Lloyds TSB Group PLC (BANK) ..................... 58,900 590 Logica PLC (SOFT) ............................... 6,700 81 Marconi PLC (TELE) .............................. 28,600 102 Marks & Spencer PLC (RETS) ...................... 39,600 146 Misys PLC (COMP) ................................ 6,300 44 National Grid Group PLC (UTIE) .................. 22,500 166 National Power PLC (UTIE) ....................... 16,500 70 Nycomed Amersham PLC (HEAL) ..................... 5,700 41 P&O Princess Cruises PLC *(LEIS) ................ 12,900 67 Pearson PLC (MEDP) .............................. 8,100 134 Peninsular & Oriental Steam Navigation Co. (TRAN).......................................... 6,800 25 Prudential Corp. (INSU) ......................... 22,500 273 Rank Group PLC (DIOP) ........................... 30,800 94 Reed International PLC (MEDP) ................... 15,400 137 Rentokil Initial PLC (DIOP) ..................... 29,600 100 Reuters Group PLC (BUSI) ........................ 15,900 207 Rio Tinto PLC - Reg. (DIOP) ..................... 12,700 226 Royal Bank of Scotland Group (BANK) ............. 11,500 254 Schroders (BANK) ................................ 4,050 47 Scottish Power PLC (UTIE) ....................... 17,100 126 Slough Estates Finance PLC*(READ) ............... 9,900 48 Tesco PLC (RETF) ................................ 76,800 277 The Great Universal Stores PLC (RETS) ........... 15,500 133 The Sage Group PLC (MEDI) ....................... 22,100 79 Unilever PLC (CNSU) ............................. 26,703 225 United Utilities PLC (AGRI) ..................... 10,400 99 Vodafone AirTouch PLC (TELS) .................... 681,722 1,512 WPP Group PLC *(COMM) ........................... 7,500 74 ------- 16,518 United States - 0.1% Great Eastern Shipping Co. - GDR* (TRAN) ........ 25,120 78 ------- TOTAL COMMON STOCK- 96.7% 149,951 ------- PREFERRED STOCK Australia - 0.3% News Corp., Ltd. (MEDI) ......................... 48,100 387 Brazil - 0.7% Aracruz Celulose SA (TELS) ...................... 38,000 85 Banco Bradesco SA (BANK) ........................ 26,392,800 86 Banco Itau SA (BANK) ............................ 1,380,000 85 Centrais Electricas Brasileires SA (UTIE) ....... 8,637,000 85 Compahnia de Bebidas das Americas (FOOD) ........ 505,000 85 Companhia Energetica de Minas Gerais (UTIE) ..... 6,565,000 85 Companhia Vale do Rio Doce (META) ............... 8,000 86 Embratel Participacoes SA (UTIT) ................ 6,417,000 85 Tele Centro Sul Participacoes SA (UTIT) ......... 6,634,000 85 Tele Norte Leste Participacoes SA (UTIT) ........ 7,080,500 85 Telefonica Data Bearer (BUSI) ................... 3,000,000 85 Telesp Celular Participacoes SA (TELS) .......... 8,056,387 85 Telesp Participacoes SA (TELS) .................. 3,000,000 85 Germany - 0.1% Dyckerhoff AG (CONS) ............................ 2,600 73 Volkswagen AG (AUTO) ............................ 3,212 73 ------- TOTAL PREFERRED STOCK- 1.1% 1,640 ------- WARRANTS - 1.2% Mexico - 0.0% Cemex SA de CV (CONS) expires 12/12/02 (Cost $1) ..................................... 2,000 1 United States - 1.2% Morgan Stanley Capital LLC (FINL) expires 04/07/07 ............................... 23,600 1,853 ------- TOTAL WARRANTS- 1.2% 1,854 ------- 102 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) RIGHTS Portugal - 0.0% Portugal Telecom (TELS) expires 07/09/01 ................................ 46,000 $ 6 -------- TOTAL RIGHTS- 0.0% 6 -------- Par Value (000's) SHORT-TERM INVESTMENTS Investment in joint trading account - 0.4% Investment in joint trading account 3.97% due 07/02/01 .............................. $ 756 756 U.S. Treasury Bills - 0.3% 3.43% due 09/13/01# ............................. 410 407 Shares Cash Equivalents - 16.6% Navigator Securities Lending Prime Portfolio ** 25,718,447 25,718 ---------- -------- TOTAL SHORT-TERM INVESTMENTS 17.3% 26,881 ---------- -------- TOTAL INVESTMENTS- 116.3% 180,332 Other Assets & Liabilities, Net- (16.3)% (25,238) ---------- -------- NET ASSETS- 100.0% $155,094 ========== ======== ADR-American Depository Receipts. GDR-Global Depository Receipts. * Non-income producing securities. ** Represents investment of security lending collateral. # All or a portion of the principle amount of this security was pledged to cover initial margin requirements for open future contracts. See notes to financial statements. 103 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY INDEX FUND SUMMARY OF LONG-TERM SECURITIES BY INDUSTRY Market % of Industry Value Long-Term Industry Abbreviation (000s) Investments Bank .................................. BANK $21,303 13.9% Insurance ............................. INSU 9,576 6.2 Electronic Products & Services ........ ETRN 9,523 6.2 Health Care Products .................. HEAL 9,232 6.0 Diversified Operations ................ DIOP 8,875 5.8 Telecommunication Services ............ TELS 7,299 4.8 Automobile ............................ AUTO 7,094 4.6 Telephone ............................. UTIT 6,496 4.2 Electric Power ........................ UTIE 5,783 3.8 Food, Beverage & Tobacco .............. FOOD 5,716 3.7 Transportation Services ............... TRAN 5,617 3.7 Financial Services .................... FINL 5,608 3.6 Oil & Natural Gas Exploration & Production ........................... OILX 5,163 3.4 Chemical .............................. CHEM 3,751 2.4 Retail - Department Stores ............ RETS 3,596 2.3 Construction .......................... CONS 3,454 2.2 Oil ................................... OILS 3,027 2.0 Leisure & Recreation .................. LEIS 2,857 1.9 Computer Software & Services .......... SOFT 2,334 1.5 Commercial Services ................... COMM 2,119 1.4 Telecommunication Equipment ........... TELE 1,936 1.3 Media - TV & Radio .................... MEDI 1,835 1.2 Retail - Food ......................... RETF 1,746 1.1 Brokerage & Investment Management ..... FUND 1,707 1.1 Machinery ............................. MACH 1,628 1.1 Cosmetic & Personal Care .............. HNBA 1,319 0.9 Personal & Commercial Lending ......... LEND 1,289 0.8 Real Estate Operations ................ REAL 1,182 0.8 Electrical Equipment .................. ELEQ 1,069 0.7 Paper & Forest Products ............... PAPR 1,003 0.6 Computer Equipment .................... COMP 994 0.6 Consumer Miscellaneous ................ CNSU 945 0.6 Natural Gas Distribution .............. UTIG 882 0.6 Shoe & Apparel Manufacturing .......... APPA 765 0.5 Metals & Mining ....................... META 696 0.5 Real Estate Investment Trust .......... REIT 671 0.4 Steel ................................. STEE 644 0.4 Precious Metals ....................... METP 609 0.4 Media - Publishing .................... MEDP 597 0.4 Real Estate Development ............... READ 533 0.4 Household Appliances & Furnishings .... APPL 532 0.3 Auto & Truck Parts .................... AUTO 510 0.3 Engineering & Construction ............ ENGI 495 0.3 Business Services ..................... BUSI 292 0.2 Pollution Control ..................... POLL 289 0.2 Container ............................. CONT 239 0.2 Aerospace & Defense ................... AERO 155 0.1 Housing ............................... HOUS 133 0.1 Energy ................................ ENER 117 0.1 Retail - Department Stores ............ RETD 117 0.1 Agriculture Operations ................ AGRI 99 0.1 -------- ----- $153,451 100.0% ======== ===== 104 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Australia - 2.6% BHP, Ltd (DIOP) ................................. 27,926 $ 152 Brambles Industries, Ltd. (DIOP) ............... 2,110 52 Broken Hill Proprietary Co., Ltd. (DIOP) .......................................... 26,220 139 Tabcorp Holdings, Ltd. (LEIS) .................. 6,933 33 Woolworth's, Ltd. (RETS) ....................... 32,164 180 -------- 556 Finland - 1.3% Nokia Oyj (TELS) ............................... 11,772 267 France - 7.6% Air Liquide (CHEM) ............................. 1,368 197 Alcatel (TELS) ................................. 2,259 47 AXA SA (INSU) ................................... 7,685 219 Castorama Dubois Investisse (RETS) ............. 290 62 France Telecom (TELS) .......................... 997 48 Lafarge SA (CONS) .............................. 2,366 203 Rhone-Poulenc SA (BANK) ........................ 556 44 Schneider SA (MACH) ............................ 3,368 186 Total Fina SA - Cl. B (OILX) .................... 1,156 162 Vivendi Environment (POLL) ..................... 3,340 141 Vivendi Universal SA (DIOP) .................... 5,004 292 -------- 1,601 Germany - 6.1% Allianz AG - Reg. (INSU) ........................ 606 177 Bayerische Motoren Werke AG (AUTO) ............. 6,656 221 Deutsche Bank AG (BANK) ........................ 3,476 249 Deutsche Telekom AG (UTIT) ..................... 3,539 81 Infineon Technologies AG (ETRN) ................ 2,790 66 Muenchener Rueckversicherungs-Gesellschaft AG - Reg. (INSU) .................................... 474 132 SAP AG (SOFT) .................................. 1,557 216 Siemens AG (DIOP) .............................. 2,188 134 -------- 1,276 Hong Kong - 1.4% Giordano International Ltd. (APPA) ............. 48,000 25 Hang Seng Bank, Ltd. (BANK) .................... 9,400 96 Hutchison Whampoa, Ltd. (COMM) ................. 4,700 48 Li & Fung, Ltd. (COMM) ......................... 60,000 99 Sun Hung Kai Properties, Ltd. (REIT) ........... 4,000 36 -------- 304 Ireland - 0.9% Bank of Ireland (BANK) ......................... 19,442 193 Italy - 3.4% San Paolo-IMI SpA (BANK) ....................... 12,300 158 Telecom Italia Mobile SpA (TELS) ............... 11,500 59 Telecom Italia SpA (TELS) ...................... 26,983 242 UniCredito Italiano SpA (BANK) ................. 60,500 260 -------- 719 Japan - 23.2% Advantest (ETRN) ............................... 400 34 Asahi Chemical Industry Co., Ltd. (CHEM) ........................................ 22,000 92 Banyu Pharmaceutical Co., Ltd. (HEAL) .......... 4,000 73 Canon, Inc. (COMM) ............................. 7,000 283 Chiba Bank, Ltd. (BANK) ........................ 10,000 36 Circle K Japan Co., Ltd. (RETF) ................ 2,900 84 Daiwa Securities Group, Inc. (FUND) ............ 18,000 188 Fuji Photo Film (LEIS) ......................... 5,000 216 Honda Motor Co. (AUTO) ......................... 2,000 88 KAO Corp. (HNBA) ............................... 9,000 224 Keyence Corp. (OILX) ........................... 600 119 Kirin Brewery Co. (FOOD) ....................... 13,000 111 Konami Co., Ltd. (COMP) ........................ 1,300 59 Mitsui Marine & Fire Insurance Co., Ltd. (INSU) ................................... 22,000 113 Mizuho Holdings, Inc. *(BANK) .................. 26 121 Murata Manufacturing Co., Ltd. (ETRN) .......... 1,300 86 NGK Insulators (PART) .......................... 10,000 88 Nippon Telegraph & Telephone Corp. (UTIT) ........................................ 33 172 Nomura Securities Co., Ltd. (FUND) ............. 4,000 77 Ricoh Co., Ltd. (ETRN) ......................... 7,000 151 Rohm Co., Ltd. (ETRN) .......................... 1,200 186 Sanyo Electric Co. (ETRN) ...................... 36,000 227 Secom Co. (ETRN) ............................... 2,000 112 Sharp Corp. (ETRN) ............................. 14,000 191 Shin-Etsu Chemical Co. (CHEM) .................. 2,000 73 Skylark Co., Ltd. (FOOD) ....................... 6,000 171 SMC Corp. (MACH) ............................... 1,400 150 Sony Corp. (ETRN) .............................. 1,400 92 Sumitomo Bank (BANK) ........................... 3,000 25 Sumitomo Corp. (DIOP) .......................... 20,000 140 Takeda Chemical Industries (HEAL) .............. 7,000 326 Takefuji Corp. (LEND) .......................... 2,600 236 Tokyo Electric Power (UTIE) .................... 7,300 189 Toppan Forms Co., Ltd. (COMM) .................. 6,000 101 Toyota Motor Corp. (AUTO) ...................... 6,500 229 UFJ Holdings, Inc. (FINL) ...................... 5 27 -------- 4,890 Netherlands - 7.5% Aegon NV (INSU) ................................ 5,132 145 ASM Lithography Holding NV (COMP) .............. 6,255 140 ING Groep NV (BANK) ............................ 5,680 372 Koninklijke (Royal) Philips Electronics N.V. (ETRN) ................................... 7,510 199 Royal Dutch Petroleum Co. (OILE) ............... 10,053 579 Unilever NV - CVA (CONS) ........................ 454 27 VNU NV (MEDP) .................................. 3,614 123 -------- 1,585 Portugal - 0.2% Electricidade de Portugal, SA (UTIE) ........... 17,717 42 105 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Singapore - 0.6% Singapore Technology Engineering, Ltd. (ENGI) ........................................ 92,000 $ 130 Spain - 2.9% Acerinox SA (STEE) ............................. 4,439 124 Banco Santander Central Hispano SA (BANK) ........................................ 10,471 95 Inditex (FUSI) ................................. 6,648 106 Tabacalera S.A. - Cl. A (FOOD) .................. 4,920 70 Telefonica SA (UTIT) ........................... 16,606 205 Union Electrica Fenosa SA (UTIE) ............... 218 4 -------- 604 Sweden - 3.5% Investor AB - B Shares (FUND) ................... 12,183 155 Nordic Baltic Holding AB (BANK) ................ 23,695 135 Securitas AB - B Shares (COMM) .................. 11,074 194 Skandia Forsakrings AB (INSU) .................. 17,002 156 Telefonaktiebolaget LM Ericsson AB * (TELS) ........................................ 17,614 97 -------- 737 Switzerland - 8.7% Adecco SA (COMM) ................................ 3,586 169 Credit Suisse Group - Reg. (BANK) ............... 1,513 249 Nestle SA (FOOD) ................................ 2,213 471 NovartisS AG (HEAL) ............................. 6,292 228 Roche Holdings AG (HEAL) ........................ 4,387 316 Schweizerische Rueckversicherungs-Gesellschaft (INSU) ........................................ 92 184 UBS AG (BANK) .................................. 1,207 173 Zurich Finance (FINL) .......................... 136 46 -------- 1,836 United Kingdom - 25.0% Amvescap PLC (BANK) ............................ 15,375 267 AstraZeneca Group PLC (HEAL) ................... 1,599 75 Barclay's PLC (BANK) ........................... 11,774 361 Bass PLC (FOOD) ................................ 5,938 62 BP Amoco PLC (OILX) ............................ 50,616 417 British Telecommunications PLC (TELS) .......... 44,070 277 CGU PLC (INSU) ................................. 9,546 132 Diageo PLC (FOOD) .............................. 30,407 334 Elan Corp. PLC - ADR (HEAL) .................... 1,400 86 Exel (ETRN) ..................................... 10,828 116 GlaxoSmithKline PLC *(HEAL) .................... 24,243 683 GlaxoSmithKline PLC - ADR (HEAL) ................ 2,300 129 HSBC Holdings PLC (BANK) ....................... 25,108 298 National Grid Group PLC (UTIE) ................. 10,848 80 P&O Princess Cruises PLC *(LEIS) ................ 39,239 204 Reckitt Benckiser PLC (HNBA) ................... 7,177 104 Reuters Group PLC (BUSI) ....................... 8,712 113 Shell Transport & Trading Co. PLC (OILX) ........................................ 3,111 26 Smiths Group PLC (DIOP) ........................ 21,021 244 Tesco PLC (RETF) ............................... 116,272 420 Unilever PLC (CNSU) ............................ 38,239 323 Vodafone AirTouch PLC (TELS) ................... 231,703 513 -------- 5,264 -------- TOTAL COMMON STOCK- 94.9% 20,004 -------- Par Value (000's) SHORT-TERM INVESTMENTS - 5.7% Investment in joint repurchase agreement with Goldman Sachs & Co., 4.11% due 07/02/01. (Secured by various U.S. Treasury obligations and U.S. Government Agency Bonds) $ 1,200 1,200 -------- -------- TOTAL INVESTMENTS- 100.6% 21,204 Other Assets & Liabilities, Net- (0.6)% (118) -------- -------- NET ASSETS- 100.0% $ 21,086 ======== ======== ADR-America Depository Receipt * Non-income producing security. See notes to financial statements. 106 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND SUMMARY OF LONG-TERM SECURITIES BY INDUSTRY Market % of Industry Value Long-Term Industry Abbreviation (000s) Investments Bank ............................ BANK $ 3,132 15.7% Health Care Products ............ HEAL 1,916 9.6 Telecommunication Services ...... TELS 1,550 7.7 Electronic Products & Services .. ETRN 1,460 7.3 Oil ............................. OILX 1,303 6.5 Insurance ....................... INSU 1,258 6.3 Food, Beverage & Tobacco ........ FOOD 1,219 6.1 Diversified Operations .......... DIOP 1,153 5.8 Commercial Sevices .............. COMM 894 4.5 Automobile ...................... AUTO 538 2.7 Retail - Food ................... RETF 504 2.5 Telephone ....................... UTIT 458 2.3 Leisure & Recreation ............ LEIS 453 2.3 Brokerage & Investment Management ..................... FUND 420 2.1 Chemical ........................ CHEM 362 1.8 Machinery ....................... MACH 336 1.7 Consumer Miscellaneous .......... CNSU 323 1.6 Cosmetic & Personal Care ........ HNBA 328 1.6 Electric Power .................. UTIE 315 1.6 Retail - Department Stores ...... RETS 242 1.2 Personal & Commercial Lending ... LEND 236 1.2 Construction .................... CONS 230 1.1 Business Services ............... BUSI 219 1.1 Computer Software & Services .... SOFT 216 1.1 Computer Equipment .............. COMP 199 1.0 Pollution Control ............... POLL 141 0.7 Engineering & Construction ...... ENGI 130 0.6 Steel ........................... STEE 124 0.6 Media - Publishing .............. MEDP 123 0.6 Auto & Truck Parts .............. PART 88 0.4 Financial Services .............. FINL 73 0.4 Real Estate Investment Trust .... REIT 36 0.2 Shoe & Apparel Manufacturing .... APPA 25 0.1 ------- ----- $20,004 100.0% ======= ===== 107 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL CAP GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Apparel - 0.5% Skechers USA, Inc. .............................. 35,100 $ 1,026 Auto & Truck Parts - 0.4% O'Reilly Automotive, Inc ............................................ 27,200 781 Bank - 2.4% Greater Bay Bancorp ............................. 53,400 1,334 Southwest Bancorporation of Texas, Inc. * .................................. 51,500 1,556 Sterling Bancshares, Inc ............................................ 105,400 2,021 --------- 4,911 Brokerage & Investment Management - 1.1% Affiliated Managers Group, Inc.* .................................. 36,900 2,269 Business Services - 5.0% Corporate Executive Board Co.* .................................... 67,100 2,818 Education Management Corp ........................................... 63,100 2,527 EFunds Corp. .................................... 47,400 882 Expedia, Inc. - Cl. A ........................... 14,900 694 Forrester Research, Inc. * ........................................ 41,700 942 Management Network Group, Inc.* ................................... 121,350 740 On Assignment, Inc. * ........................... 80,000 1,440 --------- 10,043 Commercial Services - 3.4% Corinthian Colleges, Inc ............................................ 42,700 2,010 Plexus Corp.* ................................... 26,000 858 Profit Recovery Group International, Inc. * .......................... 41,500 476 Quanta Services, Inc.* .......................................... 23,749 523 Veritas DGC, Inc.* .............................. 41,100 1,141 Waste Connections, Inc ............................................ 51,950 1,870 --------- 6,878 Computer Equipment - 2.0% Cerner Corp.* ................................... 32,700 1,374 M-Systems Flash Disk Pioneers, Ltd. * ...................................... 128,500 912 PRI Automation, Inc. * .......................... 95,700 1,773 --------- 4,059 Computer Software & Services - 4.6% Advent Software, Inc. * ......................... 20,900 1,327 Avocent Corp. ................................... 37,746 859 Data Return Corp.* .............................. 88,400 155 Embarcadero Technologies, Inc. * ........................... 54,900 1,225 Intranet Solutions, Inc. * ........................................ 36,200 1,377 Macromedia, Inc. * .............................. 55,700 1,003 Secure Computing Corp.* ........................................ 119,500 1,877 Skillsoft Corp. ................................. 35,900 1,229 TeleCommunication Systems, Inc. .................................. 110,200 331 --------- Construction - 0.7% Ryland Group, Inc. .............................. 27,800 1,407 Consumer Miscellaneous - 4.1% DigitalThink, Inc. * ............................ 70,600 495 GoTo.com, Inc. .................................. 67,100 1,305 NetRatings, Inc. * .............................. 101,400 1,460 ScanSource, Inc. * .............................. 36,900 1,750 Strayer Education, Inc ............................................ 26,300 1,282 University of Phoenix Online ......................................... 45,500 1,934 --------- 8,226 Diversified Operations - 0.6% CoorsTek, Inc. .................................. 31,900 1,196 Electric Power - 1.6% Beacon Power Corp. .............................. 129,350 893 Wilson Greatbatch Technologies, Inc.* ............................ 79,800 2,314 --------- 3,207 Electrical Equipment - 0.7% LTX Corp. * .................................... 57,700 1,475 Electronic Products & Services - 12.7% Aeroflex, Inc. * ................................ 109,000 1,144 Alpha Industries, Inc ............................................ 45,600 1,347 Atmi, Inc. * .................................... 59,600 1,788 Brooks Automation, Inc. * ........................................ 29,100 1,342 Credence Systems Corp. * ........................................ 51,200 1,241 Cree, Inc. * .................................... 34,000 889 Cytyc Corp. * .................................. 38,000 876 DDI Corp. ....................................... 74,200 1,484 DuPont Photomasks, Inc. * ........................................ 30,700 1,481 Elantec Semiconductor, Inc. * .............................................. 32,400 1,095 Electro Scientific Industries, Inc. * ............................ 42,700 1,627 FEI Co. ......................................... 4,800 197 FMC Technologies, Inc ............................................ 1,800 37 Microsemi Corp. ................................. 38,700 2,748 Nanometrics, Inc. * ............................. 38,000 1,045 Pixelworks, Inc. * .............................. 48,350 1,728 PLX Technology, Inc. * .......................... 127,200 1,080 Rudolph Technologies, Inc. * ........................................ 45,000 2,115 Semtech Corp. * ................................ 51,200 1,536 Silicon Storage Technology, Inc. * ............................ 88,400 895 --------- 25,695 Energy - Alternative Source - 0.2% Evergreen Solar, Inc. ........................... 52,300 502 Financial Services - 0.6% Actrade Financial Technologies, Ltd. * ........................... 20,455 484 Medallion Financial Corp ........................................... 66,100 677 --------- 1,161 Food, Beverage & Tobacco - 2.5% American Italian Pasta Co. ...................................... 38,800 1,800 Dean Foods Co. .................................. 25,000 1,005 108 Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Food, Beverage & Tobacco - Continued Performance Food Group Co. ...................................... 73,800 $ 2,231 --------- 5,036 Health Care Products - 6.5% Alkermes, Inc. .................................. 41,200 1,446 Charles River Laboratories ................................... 3,387 118 Cima Labs, Inc. ................................. 15,400 1,209 Exelixis, Inc. .................................. 34,400 653 Inhale Therapeutic Systems, Inc.* ................................. 64,400 1,481 Inspire Pharmaceuticals, Inc ............................................ 20,500 287 Mid Atlantic Medical Services, Inc. * .............................. 62,600 1,122 Noven Pharmaceuticals, Inc ............................................ 37,300 1,462 Regeneron Pharmaceuticals ................................ 25,400 880 Renal Care Group, Inc. * ........................................ 79,700 2,621 Salix Pharmaceuticals, Ltd ............................................ 19,800 488 Unilab Corp. .................................... 2,300 58 Urologix, Inc. * ................................ 71,100 1,302 --------- 13,127 Health Care Services - 8.1% Accredo Health, Inc. ............................ 64,100 2,384 AmeriSource Health Corp. - Cl. A* ................................. 25,900 1,432 Apria Healthcare Group, Inc. * .................................. 32,400 935 Covance, Inc. * ................................ 75,800 1,717 DaVita, Inc.* .................................. 89,021 1,810 Gene Logic, Inc. ................................ 18,100 395 LifePoint Hospitals, Inc. * ........................................ 48,900 2,165 Lincare Holdings, Inc. * ........................................ 36,800 1,104 Rightchoice Manage Care, Inc. ..................................... 35,000 1,554 Ventiv Health, Inc. * ........................... 67,400 1,391 Visible Genetics, Inc. * ........................................ 61,200 1,521 --------- 16,408 Household Appliances / Furnishings - 0.5% Ethan Allen Interiors, Inc. ................................ 31,300 1,017 Insurance - 3.3% Fidelity National Financial, Inc. ................................ 57,600 1,415 HCC Insurance Holdings, Inc. ................................. 61,900 1,517 Philadelphia Consolidated Holding Corp. * ........................................ 25,900 901 Renaissancere Holdings, Ltd. ................................. 19,000 1,408 Stancorp Financial Group, Inc. .................................... 28,300 1,341 --------- 6,582 Machinery - 0.6% Global Power Equipment Group, Inc ......................................... 20,077 588 SureBeam Corporation - Cl. A * ...................................... 40,300 690 --------- 1,278 Media - Publishing - 0.8% Scholastic Corp.* ............................... 35,000 1,575 Media - TV & Radio - 5.2% Entercom Communications Corp. * ......................... 32,500 1,742 Getty Images, Inc. .............................. 57,200 1,502 Insight Communications Company, Inc. .................................. 40,200 1,005 Pegasus Communications Corp.* ........................................ 40,900 920 Radio One, Inc. * .............................. 42,500 978 Radio One, Inc. - Cl. D ......................... 61,200 1,349 Regent Communications, Inc. * ......................... 190,600 2,285 Sinclair Broadcast Group, Inc. .................................... 62,000 639 --------- 10,420 Oil & Natural Gas Exploration & Production - 5.4% Encore Acquisition Co. * .......................................... 17,000 196 Evergreen Resources, Inc ............................................ 28,000 1,064 Fuelcell Energy, Inc. ........................... 27,800 642 Newfield Exploration Co. * .......................................... 41,400 1,327 NPS Pharmaceuticals, Inc ............................................ 59,300 2,384 Patterson Uti Energy, Inc. * ........................................ 55,500 992 Pride International, Inc. * ........................................ 56,300 1,070 Spinnaker Exploration Co.* .......................................... 40,900 1,630 Stone Energy Corp. * ............................ 35,200 1,559 --------- 10,864 Oil - Equipment & Service - 4.7% Dril Quip, Inc. * .............................. 61,300 1,320 Horizon Offshore, Inc. * ........................................ 65,200 880 Hydril Co. * .................................... 73,000 1,662 Lone Star Technologies, Inc. * ........................... 38,100 1,379 Marine Drilling Companies, Inc. * .............................. 53,700 1,026 Natco Group, Inc. - Cl. A .......................................... 65,500 577 Oceaneering International, Inc. * .......................... 51,800 1,075 Torch Offshore, Inc. ............................ 12,600 125 Universal Compression Holdings * .................................... 52,100 1,480 --------- 9,524 Personal & Commercial Lending - 0.6% Metris Cos., Inc. ............................... 37,400 1,261 Real Estate Investment Trust - 0.5% Extended Stay America, Inc. .................................. 64,300 964 Retail - 0.1% Galyans Trading, Inc. ........................... 8,400 171 Retail - Department Stores - 5.5% AnnTaylor Stores Corp ........................................... 8,200 294 99 Cents Only Stores * .......................... 62,698 1,878 Bebe Stores, Inc. ............................... 39,200 1,143 Cost Plus, Inc.* ................................ 59,050 1,771 Hot Topic, Inc. ................................. 45,700 1,421 Rare Hospitality International, Inc. * .......................... 48,000 1,085 Too, Inc. * .................................... 44,000 1,206 Tweeter Home Entertainment Group, Inc ............................................ 67,100 2,369 --------- 11,167 109 Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Retail - Drug Stores - 0.7% Duane Reade, Inc.* .............................. 43,400 $ 1,410 Retail - Food - 4.6% Applebee's International, Inc. ............................ 51,000 1,632 Buca, Inc. * .................................... 59,700 1,299 California Pizza Kitchen, Inc. .................................. 47,500 1,104 Krispy Kreme Doughnuts, Inc. ................................ 46,200 1,848 P.F. Chang's China Bistro, Inc.* .................................. 40,600 1,539 Whole Foods Market, Inc. * ........................................ 70,000 1,897 --------- 9,319 Shoe & Apparel Manufacturing - 2.1% Columbia Sportswear Co. * .......................................... 45,000 2,294 Nautica Enterprises, Inc ............................................ 10,600 217 Tommy Hilfiger Corp. * .......................... 117,400 1,644 --------- 4,155 Telecommunication Equipment - 0.6% Brightpoint, Inc. * ............................ 166,400 483 SBA Communications Corp. * ........................................ 28,500 705 --------- 1,188 Telecommunication Services - 3.0% Airgate PCS, Inc. * ............................ 40,800 2,122 Alamosa Holdings, Inc. * ........................................ 64,300 1,048 CTC Communications Group, Inc. .................................... 87,000 266 Dobson Communications Corp. * ........................................ 34,100 581 Metro One Telecom, Inc ............................................ 31,300 2,031 --------- 6,048 Transportation Services - 0.7% Forward Air Corp. * ............................ 46,500 1,393 --------- TOTAL COMMON STOCK- ........................... 96.6% 195,126 --------- Par Value (000's) SHORT-TERM INVESTMENTS Investment in joint trading account - 3.6% Investment in joint trading account 3.97% due 07/02/01 .............................. $ 7,290 7,290 Shares Cash Equivalents - 7.6% Navigator Securities Lending Prime Portfolio ** 15,318,473 15,318 ---------- --------- TOTAL SHORT-TERM INVESTMENTS 11.2% 22,608 ---------- --------- TOTAL INVESTMENTS- 107.8% 217,734 Other Assets & Liabilities, Net- (7.8)% (15,681) ---------- --------- NET ASSETS- 100.0% $ 202,053 ========== ========= * Non-income producing securities. ** Represents investment of security lending collateral. See notes to financial statements. 110 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- HEALTH SCIENCES FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Bank - 2.4% Rhone-Poulenc SA ................................ 6,800 $ 543 Business Services - 0.4% Express Scripts, Inc. - Cl. A* .................. 1,800 99 Diversified Operations - 1.4% Amgen, Inc. ..................................... 5,000 303 Electronic Products & Services - 1.8% Applera Corporation - Applied Biosystems Group ............................... 5,700 152 Cytyc Corp. * ................................... 6,400 147 Waters Corp. * ................................. 3,650 101 ------- 400 Health Care Products - 78.4% Abbott Laboratories ............................. 7,400 355 Alkermes, Inc. .................................. 5,500 193 Allergan, Inc. .................................. 6,800 581 American Home Products Corp. .................... 16,600 970 Andrx Corp. ..................................... 2,600 200 Angiotech Pharmaceuticals, Inc. ................. 1,000 52 Apogent Technologies, Inc. ...................... 4,900 121 AstraZeneca Group PLC - ADR ..................... 16,400 767 Aviron .......................................... 2,400 137 Barr Laboratories, Inc. ......................... 1,600 113 Bristol-Myers Squibb Co. ........................ 5,800 303 Cardinal Health, Inc. ........................... 7,500 517 Cephalon, Inc. * ............................... 2,400 169 Cerus Corp. ..................................... 1,880 136 Charles River Laboratories * ................... 4,800 167 COR Therapeutics, Inc. * ....................... 4,900 149 Elan Corp. PLC - ADR ............................ 6,100 372 Eli Lilly & Co. ................................. 7,200 533 Enzon , Inc. .................................... 2,200 138 Forest Laboratories, Inc. * ..................... 2,000 142 Genetech, Inc.* ................................. 4,900 270 Genzyme Corp.* .................................. 2,150 131 Gilead Sciences, Inc.* .......................... 6,000 349 Glaxo SmithKline PLC - ADR 8 ................... 19,300 1,085 Guilford Pharmaceuticals, Inc. .................. 1,800 61 Inhale Therapeutic Systems, Inc.* .............. 4,400 101 Intermune, Inc. * ............................... 700 25 Invitrogen Corp. * ............................. 2,600 187 Ivax Corp. ...................................... 7,200 281 Johnson & Johnson ............................... 19,200 960 King Pharmaceuticals, Inc. * ................... 3,900 210 Laboratory Corp. of America Holdings ............ 1,200 92 McKesson HBOC, Inc. ............................. 6,900 256 Medicis Pharmaceutical Corp. - Cl. A ............ 2,700 143 MedImmune, Inc. * ............................... 7,900 373 Medtronic, Inc. ................................. 14,900 686 Merck & Co., Inc. ............................... 13,600 869 NPS Pharmaceuticals, Inc. * ..................... 3,600 145 Pfizer, Inc. .................................... 31,400 1,258 Pharmacia Corp. ................................. 19,700 905 Priority Healthcare Corp. - Cl. B ............... 2,500 71 Protein Design Labs, Inc.* ..................... 1,670 145 Qiagen NV ....................................... 2,700 60 Sankyo Co., Ltd. ................................ 3,000 54 Sanofi-Synthelabo SA * ......................... 5,300 348 Schering-Plough Corp. ........................... 17,900 649 Scios, Inc. ..................................... 3,300 83 Sepracor, Inc. 8 ............................... 3,850 153 Serono SA ....................................... 120 119 Shire Pharmaceuticals Group Place - ADR ......... 5,100 283 Stryker Corp. * ................................. 3,600 198 Takeda Chemical Industries ...................... 4,000 186 Tanox, Inc. ..................................... 2,500 79 Teva Pharmaceutical Industries, Ltd. - ADR ...... 2,400 150 Trigon Healthcare, Inc. ......................... 2,800 182 Trimeris, Inc. .................................. 2,700 135 ------- 17,397 Health Care Services - 8.0% AmeriSource Health Corp. - Cl. A * ............. 2,000 111 Biovail Corp. ................................... 2,400 104 HCA-The Healthcare Corp. ........................ 15,000 678 IDEC Pharmaceuticals Corp. ...................... 950 64 Lincare Holdings, Inc. .......................... 3,400 102 Quest Diagnostics, Inc. * ....................... 1,800 135 St. Jude Medical, Inc. 8 ....................... 3,400 204 Triad Hospitals, Inc. * ......................... 3,200 94 UnitedHealth Group, Inc. ........................ 4,470 276 ------- 1,768 Insurance - 1.8% Cigna Corp. ..................................... 4,000 383 Retailers - Food & Drug - 0.9% CVS Corp. ....................................... 4,000 154 Rite Aid Corp. .................................. 5,350 48 ------- 202 ------- TOTAL COMMON STOCK- 95.1% 21,095 ------- 111 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- HEALTH SCIENCES FUND Par Market Name of Issuer Value Value (000's) (000's) SHORT-TERM INVESTMENTS - 5.5% Investment in joint trading account 3.97% due 07/02/01 ............................ $ 1,218 $ 1,218 ------- ---------- TOTAL INVESTMENTS- 100.6% 22,313 Other Assets & Liabilities, Net- (0.6)% (124) ------- ---------- NET ASSETS- 100.0% $ 22,189 ======= ========== ADR-American Depository Receipts. * Non-income producing security. See notes to financial statements. 112 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- GLOBAL BALANCED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Australia - 2.0% Australia & New Zealand Banking Group, Ltd. (FINL) .................................... 5,000 $ 43 BHP, Inc. (DIOP) ................................ 9,905 54 Broken Hill Proprietary Co., Ltd. (DIOP) ........ 9,300 49 CSL, Ltd. (HEAL) ................................ 6,900 168 National Australia Bank, Ltd. (BANK) ............ 2,100 38 Publishing & Broadcasting, Ltd. (MEDP) .......... 15,400 71 QBE Insurance Group, Ltd. (INSU) ............... 7,212 43 WMC, Ltd. (DIOP) ................................ 18,200 89 ------- 555 Canada - 1.6% Alcan Aluminum, Ltd. (META) ..................... 1,700 72 ATI Technologies, Inc. (ETRN) .................. 6,500 61 Bombardier Inc. - Cl. B (DIOP) ................. 4,600 69 Investors Group, Inc. (FINL) ................... 6,400 90 Magna International, Inc. (AUTO) ............... 1,300 80 The Thomson Corp. (SOFT) ........................ 2,500 84 ------- 456 Finland - 1.4% Nokia Oyj (TELE) ................................ 11,800 268 Nokia Oyj - ADR (TELE) .......................... 5,200 115 ------- 383 France - 1.8% Accor SA (LEIS) ................................. 800 34 Bouygues SA (CONT) .............................. 2,500 85 Groupe Danone (FOOD) ............................ 300 41 JC Decauxsa International NPV (BUSI) ............ 1,600 21 LVMH (Louis Vuitton Moet Hennessy) (FOOD) ....... 1,300 66 Sanofi-Synthelabo SA (HEAL) ..................... 2,400 158 Schneider SA (MACH) ............................. 200 11 Societe Television Francaise (MEDI) ............. 2,100 61 STMicroelectronics (ETRN) ....................... 1,100 38 ------- 515 Germany - 1.2% DaimlerChrysler AG (AUTO) ....................... 3,400 157 Deutsche Bank AG (BANK) ......................... 500 36 Infineon Technologies AG (ETRN) ................ 2,700 63 Metro AG (RETS) ................................. 1,100 41 Siemens AG (DIOP) ............................... 750 46 ------- 343 Hong Kong - 1.6% Cheung Kong (Holdings), Ltd. (READ) ............. 7,000 76 China Telecom (Hong Kong), Ltd. (TELS) .......... 13,500 71 Hutchison Whampoa, Ltd. (COMM) ................. 5,000 50 Johnson Electric Holdings, Ltd. (ETRN) .......... 44,000 60 Li & Fung, Ltd. (COMM) .......................... 48,000 79 Sun Hung Kai Properties, Ltd. (REIT) ............ 3,000 27 Swire Pacific, Ltd. - Cl. A (DIOP) ............. 18,500 96 ------- 459 Italy - 0.4% Assicurazioni Generali (INSU) .................. 2,000 60 ENI SpA (OILS) .................................. 2,850 35 Olivetti SpA (COMM) ............................. 16,600 29 ------- 124 Japan - 7.1% Advantest (ETRN) ................................ 800 69 Enplas Corp. (ETRN) ............................. 1,800 40 Fuji Television Network, Inc. (MEDI) ............ 6 34 Hirose Electric Co., Ltd. (ETRN) ............... 400 30 Hoya Corp. (ETRN) ............................... 600 38 Jusco Co., Ltd. (RETS) .......................... 2,000 44 Keyence Corp. (UTIE) ............................ 200 40 Matsumotokiyoshi Co., Ltd. (RETD) .............. 1,000 39 Mitsubishi Heavy Industries, Ltd. (MACH) ........ 10,000 46 Mitsui Fudosan Co., Ltd. (REAL) ................ 4,000 43 Mitsui Marine & Fire Insurance Co., Ltd. (INSU) .................................... 16,000 82 Murata Manufacturing Co., Ltd. (ETRN) ........... 900 60 NEC Corp. (COMP) ................................ 7,000 95 Nintendo Corp., Ltd. (LEIS) ..................... 700 127 Nippon Television Network Corp. (MEDP) .......... 100 24 Nissan Motor Acceptance Corp. (FINL) ............ 12,000 83 Nomura Securities Co., Ltd. (FUND) ............. 4,000 77 NTT Mobile Communications Network, Inc. (TELS) .. 10 174 Orix Corp. (FINL) ............................... 400 39 Rohm Co., Ltd. (ETRN) ........................... 500 78 Shionogi & Co., Ltd. (HEAL) ..................... 5,000 104 Sony Corp. (ETRN) ............................... 1,500 99 Sumitomo Bank (BANK) ............................ 5,000 41 Suzuki Motor Corp. (AUTO) ....................... 7,000 93 Taiyo Yuden Co., Ltd. (ELEQ) .................... 2,000 53 Tokyo Electron, Ltd. (ETRN) ..................... 900 54 Tokyo Seimitsu Co., Ltd. (ETRN) ................. 2,400 123 Toray Industries, Inc. (HOUS) ................... 18,000 72 UFJ Holdings, Inc. (FINL) ....................... 15 81 ------- 1,982 Mexico - 0.8% America Movil SA de CV - ADR Ser. L (TELS) .............................. 4,100 86 Telefonos de Mexico SA - ADR (UTIT) ............. 4,100 144 ------- 230 Netherlands - 2.0% ABN Amro Holding NV (BANK) ...................... 1,532 29 113 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- GLOBAL BALANCED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Netherlands - Continued Aegon NV (INSU) ................................. 6,555 $ 185 ASM Lithography Holding NV (COMP) ............... 3,700 83 Heineken NV (FOOD) .............................. 2,500 101 ING Groep NV (BANK) ............................. 1,100 72 Koninklijke (Royal) Philips Electronics N.V. (ETRN) ........................ 2,000 53 United Pan Europe (TELS) ........................ 4,300 11 Vedior CVA (BUSI) ............................... 3,000 27 ------ 561 Norway - 0.5% Norsk Hydro ASA (DIOP) .......................... 1,800 76 Statoil ASA (OILX) .............................. 7,500 56 ------ 132 Panama - 0.3% Carnival Corp. (LEIS) ........................... 2,300 71 Russia - 0.3% LuKoil Holding - ADR (OILS) ..................... 1,600 77 Singapore - 0.7% DBS Group Holdings, Ltd. (BANK) ................. 4,000 29 Singapore Technology Engineering, Ltd. (ENGI) ... 53,000 75 Singapore Telecom Reg.(TELS) ................... 108,000 101 ------ 205 South Korea - 0.4% Samsung Electronics 144A (ETRN) ................ 1,300 102 Spain - 0.6% Banco Bilbao Vizcaya SA (BANK) ................. 6,900 90 Inditex (APPA) .................................. 1,700 27 Telefonica SA (UTIT) ............................ 5,202 64 ------ 181 Sweden - 0.5% ASSA ABLOY (METP) ............................... 3,400 49 ForeningsSparbanken AB (BANK) .................. 5,400 63 Telefonaktiebolaget LM Ericsson AB (TELE) ....... 7,200 39 ------ 151 Switzerland - 2.3% Compagnie Financiere Richemont AG (RETS) ........ 50 128 Credit Suisse Group - Reg. (BANK) .............. 300 49 Holcim (CONS) ................................... 528 108 Nestle SA Reg. (FOOD) ........................... 180 38 Novartis AG Reg.(HEAL) .......................... 4,940 179 Schweizerische Rueckversicherungs-Gesellschaft (INSU) ........................................ 50 100 Synthes-Stratec, Inc. (HEAL) ................... 70 43 ------ 645 Taiwan - 0.4% Taiwan Semiconductor Manufacturing Co., Ltd. - ADR (ETRN) ........... 6,920 105 United Kingdom - 7.1% Applera Corporation - Applied Biosystems Group (HEAL) ........................................ 1,100 29 AstraZeneca Group PLC (HEAL) ................... 12,200 569 Asustek Computer, Inc. - GDR (COMP) ............. 9,750 42 British Aerospace PLC (AERO) ................... 11,000 53 Chevron Corp. (OILX) ............................ 900 81 Corus Group (STEE) .............................. 59,000 50 Dimension Data Holdings PLC (SOFT) ............. 8,900 34 Halifax Group plc (LEND) ........................ 4,800 56 Juniper Networks, Inc. (SOFT) .................. 800 25 Linear Technology Corp. (ETRN) ................. 800 35 Marks & Spencer PLC (RETS) ...................... 7,000 26 PartnerRe, Ltd. (INSU) .......................... 700 39 Pearson PLC (MEDP) .............................. 2,900 48 Prudential Corp. (INSU) ......................... 3,000 36 Reuters Group PLC (BUSI) ........................ 5,500 72 Robert Half International, Inc. (BUSI) .......... 1,400 35 Shell Transport & Trading Co. PLC (OILX) ........ 27,300 227 Smiths Group PLC (DIOP) ......................... 3,700 43 The PMI Group, Inc. (INSU) ...................... 1,700 124 Unilever PLC (CNSU) ............................. 9,400 79 Vodafone AirTouch PLC (TELS) ................... 128,238 284 ------ 1,987 United States - 25.9% Advanced Micro Devices, Inc. (COMP) ............. 2,800 81 AES Corp. (UTIE) ................................ 3,100 133 Agere Systems, Inc. - Cl. A (ETRN) ............. 4,400 33 Agilent Technologies, Inc. (ETRN) .............. 2,000 65 Air Products & Chemicals, Inc. (CHEM) ........... 900 41 Alcoa, Inc. (META) .............................. 1,800 71 Allstate Corp. (INSU) ........................... 1,300 57 American Greetings Corp. - Cl. A (COMM) ......... 5,200 57 AOL Time Warner, Inc. (MEDI) ................... 2,100 111 Applied Materials, Inc. (ETRN) ................. 3,500 172 AT&T Corp. (UTIT) ............................... 2,000 44 AT&T Corp. - Liberty Media Group - Cl. A (MEDP) ................................... 7,000 122 Baker Hughes, Inc. (OILX) ....................... 2,700 90 Bank of America Corp. (BANK) ................... 4,700 282 Berkshire Hathaway Inc. - Cl. A (DIOP) .......... 2 139 Brocade Communications Systems, Inc. (COMP) ..... 1,500 66 Cablevision Systems Corp. (MEDI) ............... 3,550 92 Cablevision Systems Corp. - Cl. A (MEDI) ........ 2,700 158 Cadence Design Systems, Inc. (SOFT) ............. 2,000 37 Campbell Soup Co. (FOOD) ........................ 3,300 85 114 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- GLOBAL BALANCED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED United States - Continued Charter Communications, Inc. - Cl. A (MEDI) ..... 3,000 $ 70 CheckFree Corp. (SOFT) .......................... 1,900 67 Circuit City Stores, Inc. (RETS) ............... 6,900 124 Cisco Systems, Inc. (ETRN) ...................... 8,800 160 Compaq Computer Corp. (COMP) ................... 4,300 67 Cox Communications, Inc. - Cl. A (TELS) ......... 1,300 58 DoubleClick, Inc. (SOFT) ........................ 3,100 43 Dover Corp. (MACH) .............................. 900 34 Ecolab, Inc. (COMM) ............................. 1,300 53 Edison International (UTIT) ..................... 3,000 33 Exxon Mobil Corp. (OILE) ........................ 400 35 FleetBoston Financial Corp. (BANK) ............. 4,200 166 Fluor Corp. (ENGI) .............................. 2,100 95 General Mills, Inc. (FOOD) ...................... 1,000 44 General Motors Corp. (PART) ..................... 1,000 64 General Motors Corp. - Cl. H (AUTO) ............. 1,800 36 Genetech, Inc. (HEAL) ........................... 1,200 66 H.J. Heinz Co. (FOOD) ........................... 1,300 53 Hewlett-Packard Co. (COMP) ...................... 4,500 129 Household International, Inc. (LEND) ............ 2,500 167 Illinois Tool Works, Inc. (DIOP) ............... 2,400 152 IMC Global, Inc. (CHEM) ......................... 7,200 73 Intel Corp. (COMP) .............................. 2,100 61 International Paper Co. (PAPR) ................. 1,300 46 Intersil Holding Corp. (ETRN) .................. 1,700 62 Kellogg Co. (FOOD) .............................. 4,000 116 KLA-Tencor Corp. (ETRN) ......................... 2,400 140 Kraft Foods, Inc. CL A (FOOD) .................. 2,300 71 Limited, Inc. (RETS) ............................ 2,900 48 Lowe's Cos., Inc. (RETS) ........................ 3,000 218 Macromedia, Inc. (SOFT) ......................... 3,900 70 Medtronic, Inc. (HEAL) .......................... 1,800 83 Microsoft Corp. (SOFT) .......................... 1,100 80 Motorola, Inc. (ETRN) ........................... 3,800 63 Navistar International Corp., Inc. - Cl. B (AUTO) ................................. 1,200 34 Nike, Inc. - Cl. B (HOUS) ....................... 900 38 Nortel Networks Corp. (TELE) ................... 4,000 36 Novellus Systems, Inc. (ETRN) .................. 700 40 NRG Energy, Inc. (OILX) ......................... 1,400 31 Peoplesoft, Inc. (SOFT) ......................... 900 44 PepsiCo, Inc. (FOOD) ............................ 2,200 97 Pfizer, Inc. (HEAL) ............................. 5,000 200 PMC-Sierra, Inc. (ETRN) ......................... 1,500 47 Raytheon Co. (AERO) ............................. 3,400 90 Siebel Systems, Inc. (SOFT) ..................... 800 38 Sprint Corp. (UTIT) ............................. 1,600 34 Sprint PCS (PCS Group) (TELS) .................. 3,500 85 Teradyne, Inc. (ETRN) ........................... 3,000 99 Texas Instruments, Inc. (ETRN) ................. 2,700 85 The Walt Disney Co. (MEDI) ...................... 1,000 29 TMP Worldwide, Inc. (BUSI) ...................... 1,100 66 Transocean Sedco Forex, Inc. (OILS) ............. 1,000 41 Tyco International, Ltd. (DIOP) ................ 2,100 114 TyCom, Ltd. (TELE) .............................. 2,700 46 UAL Corp. (TRAN) ................................ 2,700 95 United Parcel Service, Inc. - Cl. B (TRAN) ...... 700 41 United Technologies Corp. (AERO) ............... 1,800 132 USA Education, Inc. (LEND) ...................... 1,900 139 USA Networks, Inc. (MEDI) ....................... 4,500 126 VeriSign, Inc. (SOFT) ........................... 1,000 60 Viacom, Inc. - Cl. B (MEDI) ..................... 1,000 52 W.W. Grainger, Inc. (DIOP) ...................... 900 37 Washington Mutual, Inc. (BANK) ................. 7,350 276 Weatherford International, Inc. (OILS) .......... 1,200 58 Wells Fargo & Co. (BANK) ........................ 2,000 93 Williams Communication Group (TELE) ............. 2,220 7 Williams Cos., Inc. (OILX) ...................... 2,700 89 -------- 7,282 -------- TOTAL COMMON STOCK- 58.9% 16,546 -------- PREFERRED STOCK - 0.1% Supra National - 0.1% UFJ International Finance (BERMUDA) 144A (FINL) .......................... 2,000,000 17 -------- TOTAL PREFERRED STOCK- 0.1% 17 -------- Par Value (000's) PUBLICLY-TRADED BONDS Canada - 1.0% Government of Canada (GOVF) 7.25% due 06/01/07 .............................. 405 286 Denmark - 0.5% Kingdom of Denmark - Bullet Bond (GOVF) 8.0% due 03/15/06 ............................... 1,100 141 Finland - 0.8% Republic of Finland - Bonds (GOVF) 5.75% due 02/23/11 .............................. 250 218 France - 1.0% Government of France - Debs. (GOVF) 4.0% due 10/25/09 ............................... 370 289 Germany - 3.4% Federal Republic of Germany - Bonds (GOVF) 5.25% due 01/04/08 .............................. 1,000 869 Kredit Fur Wiederaufbau (BANK) 5.0% due 07/04/11 ............................... 100 82 -------- 951 115 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- GLOBAL BALANCED FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued Japan - 1.8% Government of Japan - Bonds (GOVF) 0.9% due 12/22/08 ............................... 30,000 $ 242 Government of Japan (GOVF) 1.8% due 03/22/10 ............................... 30,000 257 -------- 499 Luxembourg - 0.9% KFW International Finance (BANK) 1.0% due 12/20/04 ............................... 30,000 247 Netherlands - 6.3% Netherlands Government - Bonds Series 1 & 2 (GOVF) 6.0% due 01/15/06 ............................... 2,000 1,782 Supra National - 6.7% Asian Development Bank (BANK) 5.625% due 02/18/02 ............................. 40,000 332 Bank of Ireland (BANK) 6.45% due 02/10/10 .............................. 250 215 British Telecommunications PLC (TELS) 6.875% due 02/15/11 ............................. 125 107 FIixed Link Finance BV (FINL) 6.3% due 08/28/25 ............................... 100 141 International Bank of Reconstruction & Development - Debs. (BANK) 4.75% due 12/20/04 .............................. 30,000 278 International-American Development Bank - Bonds (BANK) 1.9% due 07/08/09 ............................... 40,000 349 Kingdom of Spain - Notes (GOVF) 3.1% due 09/20/06 ............................... 50,000 458 -------- 1,880 United Kingdom - 0.5% U.K. Treasury (GOVF) 7.25% due 12/07/07 .............................. 100 154 United States - 12.7% Federal National Mortgage Assoc. (GOVA) 5.25% due 01/15/09 .............................. 340 325 Federal National Mortgage Assoc. - Sr. Notes (GOVA) 2.125% due 10/09/07 ............................. 40,000 352 Nortel Networks, Ltd. - Notes (TELE) 6.125% due 02/15/06 ............................. 125 108 U.S. Treasury Bills (GOVE) 3.435% due 09/13/01 ............................ 62 62 U.S. Treasury - Bonds (GOVE) 7.25% due 05/15/16 .............................. 250 285 8.0% due 11/15/21 ............................... 635 791 U.S. Treasury - Notes (GOVE) 5.75% due 08/15/03 .............................. 1,115 1,147 6.625% due 05/31/02 ............................. 489 501 -------- 3,571 -------- TOTAL PUBLICLY-TRADED BONDS- 35.6% 10,018 -------- SHORT-TERM INVESTMENTS - 3.3% Investment in joint trading account 3.97% due 07/02/01 .............................. $ 931 931 ---------- -------- TOTAL INVESTMENTS- 97.9% 27,512 Other Assets & Liabilities, Net 2.1% 594 ---------- -------- NET ASSETS- 100.0% $ 28,106 ========== ======== ADR - American Depository Receipts. GDR - Global Depository Receipts. (a) Pursuant to Rule 144A under the Securities Act of 1993, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2001, securities aggregated $119 or 42% of net assets of the Portfolio. See notes to financial statements. 116 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- GLOBAL BALANCED FUND SUMMARY OF LONG-TERM SECURITIES BY INDUSTRY Market % of Industry Value Long-Term Industry Abbreviation (000s) Investments Foreign Governmental ................. GOVF $4,696 17.7% Bank ................................. BANK 2,767 10.4 U.S. Governmental .................... GOVE 2,786 10.5 Electronic Products & Services ....... ETRN 2,076 7.8 Health Care Products ................. HEAL 1,599 6.0 Telecommunication Services ........... TELS 977 3.7 Diversified Operations ............... DIOP 964 3.6 Media - TV / Radio ................... MEDI 733 2.8 Insurance ............................ INSU 726 2.7 Food, Beverage & Tobacco ............. FOOD 712 2.7 U.S. Government Agencies ............. GOVA 677 2.5 Financial Services ................... FINL 661 2.5 Retail - Department Stores ........... RETS 629 2.4 Telecommunication Equipment .......... COMP 619 2.3 Computer Software & Services ......... SOFT 582 2.2 Oil & Natural Gas Exploration & Production .......................... OILX 574 2.2 Computer Equipment ................... TELE 494 1.9 Automobile ........................... AUTO 400 1.5 Personal & Commercial Lending ........ LEND 362 1.4 Aerospace & Defense .................. AERO 351 1.3 Telephone ............................ UTIT 319 1.2 Commercial Sevices ................... COMM 268 1.0 Media - Publishing ................... MEDP 265 1.0 Leisure & Recreation ................. LEIS 232 0.9 Business Services .................... BUSI 221 0.8 Oil .................................. OILS 211 0.8 Electric Power ....................... UTIE 173 0.7 Engineering & Construction ........... ENGI 170 0.6 Metals & Mining ...................... META 143 0.5 Transportation Services .............. TRAN 136 0.5 Chemical ............................. CHEM 114 0.4 Housing .............................. HOUS 110 0.4 Construction ......................... CONS 108 0.4 Machinary ............................ MACH 91 0.3 Container ............................ CONT 85 0.3 Consumer-Miscellaneous ............... CNSU 79 0.3 Brokerage & Investment Management .... FUND 77 0.3 Auto & Truck Parts ................... PART 64 0.2 Electric Equipment ................... ELEQ 53 0.2 Steel ................................ STEE 50 0.2 Precious Metals ...................... METP 49 0.2 Paper & Forset Products .............. PAPR 46 0.2 Real Estate Operations ............... REAL 43 0.2 Oil Eequipment & Service ............. OILE 35 0.1 Shoe & Apparel Manufacturing ......... APPA 27 0.1 Real Estate Investment Trust ......... REIT 27 0.1 ------- ------ $26,581 100.0% ======= ====== 117 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- MID CAP GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Bank - 0.9% North Fork Bancorp, Inc. ..................... 93,430 $ 2,896 Brokerage & Investment Management - 1.0% E*Trade Group, Inc. * ........................ 454,265 2,930 Commercial Services - 12.1% Apollo Group, Inc. - Cl. A * ................. 239,178 10,153 Cendant Corp. ................................ 212,900 4,152 Concord EFS, Inc. ............................ 96,030 4,994 Lamar Advertising Co. * ...................... 145,515 6,403 Plexus Corp. * ............................... 53,275 1,758 TMP Worldwide, Inc. * ........................ 154,895 9,294 -------- 36,754 Consumer Miscellaneous - 1.6% University of Phoenix Online * ............... 114,805 4,879 Electric Power - 2.8% AES Corp. .................................... 104,260 4,489 Calpine Corp. * .............................. 29,955 1,132 Reliant Resources, Inc. ..................... 111,040 2,743 -------- 8,364 Electrical Equipment - 1.1% Flextronics International Ltd. ............... 125,030 3,265 Electronic Products & Services - 11.5% Celestica, Inc. .............................. 32,995 1,699 Cree, Inc. * ................................. 387,525 10,132 Integrated Device Technology, Inc. * ......... 252,640 8,006 Intersil Holding Corp. * ..................... 176,175 6,413 Semtech Corp. * .............................. 104,415 3,132 Vitesse Semiconductor Corp. * ................ 259,070 5,451 -------- 34,833 Financial Services - 4.0% Paychex, Inc. ................................ 299,393 11,978 Health Care Products - 22.2% Abgenix, Inc. * .............................. 143,710 6,467 Andrx Corp. * ................................ 86,855 6,688 Cardinal Health, Inc. ........................ 56,392 3,891 CuraGen Corp. * .............................. 150,995 5,496 Enzon, Inc. .................................. 88,360 5,522 Human Genome Sciences, Inc. * ................ 88,300 5,320 Laboratory Corporation of America Holdings ... 72,450 5,571 McKesson HBOC, Inc. .......................... 101,680 3,774 Medarex, Inc. * .............................. 238,320 5,601 Millennium Pharmaceuticals, Inc. * ........... 160,790 5,721 OSI Pharmaceuticals, Inc. .................... 106,155 5,583 Priority Healthcare Corp. - Cl B ............. 68,125 1,927 Sepracor, Inc. * ............................. 138,080 5,494 -------- 67,055 Health Care Services - 3.9% Community Health Systems, Inc. ............... 100,310 2,959 Manor Care, Inc. ............................. 101,915 3,236 Quest Diagnostics, Inc. ...................... 76,305 5,711 -------- 11,906 Media - TV & Radio - 6.0% Charter Communications, Inc. - Cl. A ......... 451,835 10,550 Cox Radio, Inc. - Cl. A * .................... 101,080 2,815 Entercom Communications Corp. * .............. 53,380 2,862 Hispanic Broadcasting Corp. * ................ 68,100 1,954 -------- 18,181 Oil & Natural Gas Exploration & Production - 5.6% EOG Resources, Inc. .......................... 72,910 2,592 Kinder Morgan, Inc. .......................... 211,335 10,620 NRG Energy, Inc. ............................. 53,275 1,176 Valero Energy Corp. .......................... 72,335 2,660 -------- 17,048 Oil - Equipment & Service - 4.1% Hanover Compressor Co. * ..................... 265,055 8,771 Universal Compression Holdings * ............. 127,510 3,621 -------- 12,392 Retail - Department Stores - 1.4% eBay, Inc. ................................... 61,590 4,218 Retail - Drug Stores - 1.2% Walgreen Co. ................................. 103,115 3,521 Telecommunication Equipment - 8.0% American Tower Corp. - Cl. A ................. 480,275 9,927 SBA Communications Corp. ..................... 172,680 4,274 Sonus Networks, Inc. ......................... 289,590 6,765 TriQuint Semiconductor, Inc. ................. 143,640 3,232 -------- 24,198 Telecommunication Services - 7.3% Crown Castle International Corp. * ........... 565,955 9,282 EchoStar Communications Corp. - Cl. A * ...... 100,200 3,248 Western Wireless Corp. - Cl. A * ............. 221,470 9,523 -------- 22,053 Transportation Services - 2.4% C.H. Robinson Worldwide, Inc. ................ 3,060 86 Expeditors International of Washington, Inc. ............................ 24,570 1,474 Ryanair Holdings PLC - ADR ................... 110,760 5,754 -------- 7,314 -------- TOTAL COMMON STOCK- 97.1% 293,785 -------- 118 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- MID CAP GROWTH FUND Par Market Name of Issuer Value Value (000's) (000's) SHORT-TERM INVESTMENTS Commercial Paper - 2.8% CIT Group Holdings, Inc. 4.14% due 07/02/01 .......................... $ 8,398 $ 8,398 Shares Cash Equivalents - 4.0% Navigator Securities Lending Prime Portfolio ** 12,189,354 12,189 ----------- ------------ TOTAL SHORT-TERM INVESTMENTS 6.8% 20,587 ----------- ------------ TOTAL INVESTMENTS- 103.9% 314,372 Other Assets & Liabilities, Net- (3.9)% (11,825) ----------- ------------ NET ASSETS- 100.0% $ 302,547 =========== ============ ADR-American Depository Receipts * Non-income producing security. ** Represents investment of security lending collateral. See notes to financial statements. 119 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- MID CAP BLEND FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Auto & Truck Parts - 2.6% Johnson Controls, Inc. ....................... 3,200 $ 232 Lear Corp. ................................... 3,400 119 Visteon Corp. ................................ 13,300 244 ------ 595 Bank - 6.7% Charter One Financial, Inc. .................. 7,300 233 M&T Bank Corp. ............................... 2,100 158 National Commerce Financial Corp. ............ 10,500 256 SouthTrust Corp. ............................. 12,000 312 Synovus Financial Corp. ...................... 7,700 242 TCF Financial Corp. .......................... 6,700 310 ------ 1,511 Chemical - 3.8% Air Products & Chemicals, Inc. ............... 6,000 275 Ashland, Inc. ................................ 2,800 112 Eastman Chemical Co. ......................... 2,100 100 Praxair, Inc. ................................ 6,300 296 Rohm & Haas Co. .............................. 2,300 76 ------ 859 Commercial Services - 2.9% Avery Dennison Corp. ......................... 3,900 199 Concord EFS, Inc. ............................ 5,700 297 Ecolab, Inc. ................................. 2,000 82 Sybase, Inc. ................................. 4,100 67 ------ 645 Computer Equipment - 3.5% Advanced Micro Devices, Inc. ................. 4,900 141 Apple Computer, Inc. ......................... 6,500 151 Lexmark International Group, Inc. - Cl. A .... 7,402 498 ------ 790 Computer Software & Services - 5.9% Adobe Systems, Inc. .......................... 1,300 61 BMC Software, Inc. ........................... 3,000 68 Cadence Design Systems, Inc. ................. 8,100 151 Citrix Systems, Inc. ......................... 3,600 126 Fiserv, Inc. ................................. 1,800 115 Intuit, Inc. ................................. 3,500 140 NCR Corp. .................................... 4,600 216 SunGard Data Systems, Inc. ................... 9,900 297 Synopsys, Inc. ............................... 3,100 150 ------ 1,324 Consumer Miscellaneous - 2.2% Black & Decker Corp. ......................... 7,500 296 Parker-Hannifin Corp. ........................ 5,000 212 ------ 508 Cosmetic & Personal Care - 1.2% Avon Products, Inc. .......................... 5,700 264 Diversified Operations - 2.6% Danaher Corp. ................................ 5,700 319 ITT Industries, Inc. ......................... 2,500 111 Pall Corp. ................................... 4,800 113 Reynolds & Reynolds Co. - Cl. A .............. 2,300 50 ------ 593 Electric Power - 10.1% Allegheny Energy, Inc. ....................... 12,800 618 Calpine Corp. ................................ 2,400 91 Energy East Corp. ............................ 15,700 328 Exelon Corp. ................................. 4,600 295 Mirant Corp. ................................. 9,900 340 UtiliCorp United, Inc. ....................... 19,700 602 ------ 2,274 Electrical Equipment - 0.7% Cooper Industries, Inc. ...................... 3,900 154 Electronic Products & Services - 5.1% Applera Corporation - Applied Biosystems Group ....................................... 6,500 174 Atmel Corp. .................................. 8,400 113 LSI Logic Corp. .............................. 5,400 102 Maxim Integrated Products, Inc. .............. 1,100 49 Novellus Systems, Inc. ....................... 2,500 142 QLogic Corp. ................................. 1,200 77 Rockwell International Corp. ................. 4,300 164 Tektronix, Inc. .............................. 5,200 141 Teradyne, Inc. ............................... 2,700 89 Waters Corp. ................................. 3,300 91 ------ 1,142 Financial Services - 2.3% First Tennessee National Corp. ............... 5,800 201 Stillwell Financial, Inc. .................... 9,700 326 ------ 527 Food, Beverage & Tobacco - 3.0% Archer Daniels Midland Co. ................... 29,047 378 Hormel Foods Corp. ........................... 3,700 90 UST, Inc. .................................... 7,500 216 ------ 684 Health Care Products - 4.7% Allergan, Inc. ............................... 3,500 299 Cephalon, Inc. ............................... 2,500 176 Invitrogen Corp. ............................. 2,700 194 King Pharmaceuticals, Inc. ................... 2,800 151 Laboratory Corporation of America Holdings ... 1,900 146 Millipore Corp. .............................. 1,600 99 ------ 1,065 Health Care Services - 4.5% Lincare Holdings, Inc. ....................... 10,200 306 120 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- MID CAP BLEND FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Health Care Services - Continued St. Jude Medical, Inc. ....................... 1,100 $ 66 Trigon Healthcare, Inc. ...................... 9,271 601 Universal Health Services, Inc. - Cl. B ...... 900 41 ------- 1,014 Housing - 1.5% Centex Corp. ................................. 8,100 330 Insurance - 7.2% Everest Re Group, Ltd. ....................... 1,000 75 Hartford Financial Services Group, Inc. ...... 2,000 137 Lincoln National Corp. ....................... 7,800 403 PartnerRe, Ltd. .............................. 3,100 172 St. Paul Cos., Inc. .......................... 7,700 390 Torchmark, Inc. .............................. 5,900 237 XL Capital, Ltd. - Cl. A ..................... 2,700 222 ------- 1,636 Leisure & Recreation - 2.0% Mattel, Inc. ................................. 7,000 133 Sabre Group Holdings, Inc. ................... 6,600 330 ------- 463 Media - Publishing - 0.9% Knight-Ridder, Inc. .......................... 2,100 125 New York Times Co. - Cl. A ................... 1,700 71 ------- 196 Media - TV & Radio - 1.0% Westwood One, Inc. ........................... 5,900 217 Metals & Mining - 0.5% Alcan Aluminum, Ltd. ......................... 2,600 109 Oil - 0.7% Conoco, Inc. - Cl. A ......................... 5,300 150 Oil & Natural Gas Exploration & Production - 4.8% Amerada Hess Corp. ........................... 2,900 234 Apache Corp. ................................. 1,800 91 Noble Drilling Corp. ......................... 5,000 164 Sempra Energy ................................ 4,000 110 Sunoco, Inc. ................................. 4,400 161 USX-Marathon Group ........................... 11,100 328 ------- 1,088 Oil - Equipment & Service - 2.1% BJ Services Co. .............................. 16,700 474 Paper & Forest Products - 1.1% Abitibi-Consolidated, Inc. ................... 18,800 144 Westvaco Corp. ............................... 4,800 116 ------- 260 Precious Metals/Gems/Stones - 0.3% Freeport-McMoRan Copper & Gold, Inc. - Cl. B . 6,500 72 Retail - Department Stores - 5.3% Abercrombie & Fitch Co. ...................... 3,400 $ 151 Bed Bath & Beyond, Inc. ...................... 11,200 350 BJ's Wholesale Club, Inc. .................... 900 48 Family Dollar Stores, Inc. ................... 6,100 156 J.C. Penney Co., Inc. ........................ 1,700 45 Kohl's Corp. ................................. 700 44 TJX Cos., Inc. ............................... 7,500 239 Toys "R" Us, Inc. ............................ 6,800 168 ------- 1,201 Retail - Food - 1.6% Brinker International, Inc. .................. 3,300 85 Darden Restaurants, Inc. ..................... 2,300 64 Starbucks Corp. .............................. 6,000 138 Wendy's International, Inc. .................. 2,800 72 ------- 359 Shoe & Apparel Manufacturing - 0.8% Nike, Inc. - Cl. B ........................... 2,500 105 V.F. Corp. ................................... 1,900 69 ------- 174 Steel - 0.6% Nucor Corp. .................................. 2,800 137 Telecommunication Equipment - 0.6% Comverse Technology, Inc. .................... 1,200 69 Linear Technology Corp. ...................... 1,700 75 ------- 144 Telecommunication Services - 1.9% Broadwing, Inc. .............................. 11,700 286 EchoStar Communications Corp. - Cl. A ........ 4,700 153 ------- 439 Telephone - 1.1% Telephone and Data Systems, Inc. ............. 2,300 250 Transportation Services - 3.8% AMR Corp. .................................... 2,400 87 Canadian Pacific, Ltd. ....................... 3,100 120 CSX Corp. .................................... 5,700 207 Norfolk Southern Corp. ....................... 9,900 205 Northwest Airlines Corp. ..................... 2,700 68 Southwest Airlines Co. ....................... 9,100 168 ------- 855 ------- TOTAL COMMON STOCK- 99.6% 22,503 ------ 121 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- MID CAP BLEND FUND Par Market Value Value (000's) (000's) SHORT-TERM INVESTMENTS - 0.0% Investment in joint trading account 3.97% due 07/02/01 .......................... $ 5 $ 5 ------- ------- TOTAL INVESTMENTS- 99.6% 22,508 Other Assets & Liabilities, Net- 0.4% 91 ------- ------- NET ASSETS- 100.0% $22,599 ======= ======= See notes to financial statements. 122 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 3.1% Honeywell International, Inc. ................ 83,500 $ 2,922 Lockheed Martin Corp. ........................ 111,000 4,112 ------- 7,034 Auto & Truck Parts - 1.1% Dana Corp. ................................... 7,400 173 Genuine Parts Co. ............................ 59,200 1,865 TRW, Inc. .................................... 10,400 426 ------- 2,464 Automobile - 0.5% Ford Motor Co. ............................... 47,500 1,166 Bank - 9.7% Bank of America Corp. ........................ 37,200 2,233 Bank One Corp. ............................... 75,100 2,689 FleetBoston Financial Corp. .................. 87,972 3,471 JP Morgan Chase & Co. ........................ 63,230 2,820 Mellon Financial Corp. ....................... 108,400 4,986 Mercantile Bankshares Corp. .................. 34,900 1,366 National City Corp. .......................... 44,100 1,357 US Bancorp ................................... 43,700 996 Wells Fargo & Co. ............................ 40,900 1,899 ------- 21,817 Business Services - 1.0% Dun & Bradstreet Corp. ....................... 23,500 663 H&R Block, Inc. .............................. 23,400 1,510 ------- 2,173 Chemical - 3.1% Dow Chemical Co. ............................. 46,500 1,546 E.I. du Pont de Nemours & Co. ................ 63,700 3,073 Great Lakes Chemical Corp. ................... 47,000 1,450 Hercules, Inc. ............................... 71,700 810 ------- 6,879 Commercial Services - 1.3% R.R. Donnelley & Sons Co. .................... 50,100 1,488 The Dun & Bradstreet Corp. * ................. 46,100 1,544 ------- 3,032 Computer Equipment - 1.8% Compaq Computer Corp. ........................ 54,600 845 Hewlett-Packard Co. .......................... 58,000 1,659 Intel Corp. .................................. 33,400 977 Xerox Corp. .................................. 63,000 603 ------- 4,084 Computer Software & Services - 1.2% BMC Software, Inc.* .......................... 3,000 68 Microsoft Corp. .............................. 28,500 2,080 Unisys Corp. * ............................... 38,600 568 ------- 2,716 Construction - 0.8% Armstrong Holdings, Inc. ..................... 18,400 $ 65 Stanley Works ................................ 41,700 1,747 ------- 1,812 Consumer Miscellaneous - 2.0% Black & Decker Corp. ......................... 17,700 698 Clorox Co. ................................... 38,400 1,300 Fortune Brands, Inc. ......................... 57,500 2,206 Newell Rubbermaid, Inc. ...................... 8,000 201 ------- 4,405 Cosmetic & Personal Care - 2.7% Gillette Co. ................................. 82,500 2,392 International Flavors & Fragrances, Inc ...... 59,300 1,490 Procter & Gamble Co. ......................... 32,800 2,092 ------- 5,974 Diversified Operations - 1.7% Corning, Inc. ................................ 38,900 650 Eaton Corp. .................................. 16,300 1,143 Pall Corp. ................................... 85,100 2,002 ------- 3,795 Electric Power - 3.0% Duke Energy Co. .............................. 25,200 983 Exelon Corp. ................................. 36,375 2,332 Firstenergy Corp. ............................ 38,800 1,248 Mirant Corp. ................................. 3,902 134 Niagara Mohawk Holdings, Inc. ................ 39,100 692 Southern Co. ................................. 60,900 1,416 ------- 6,805 Electrical Equipment - 0.3% Cooper Industries, Inc. ...................... 17,000 673 Electronic Products & Services - 3.5% Agere Systems, Inc. - Cl. A .................. 137,700 1,033 Axcelis Technologies, Inc. ................... 3,800 56 Hubbell, Inc. - Cl. B ........................ 54,100 1,569 Motorola, Inc. ............................... 94,400 1,563 Rockwell International Corp. ................. 55,600 2,119 Texas Instruments, Inc. ...................... 48,500 1,528 ------- 7,868 Food, Beverage & Tobacco - 7.3% Brown-Forman Corp. - Cl. B ................... 28,000 1,790 Campbell Soup Co. ............................ 52,300 1,347 General Mills, Inc. .......................... 51,200 2,241 H.J. Heinz Co. ............................... 38,100 1,558 Hershey Foods Corp. .......................... 46,000 2,839 Kellogg Co. .................................. 33,900 983 McCormick & Co., Inc. ........................ 32,600 1,370 Philip Morris Cos., Inc. ..................... 45,200 2,294 UST, Inc. .................................... 72,100 2,081 ------- 16,503 123 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Health Care Products - 5.3% Abbott Laboratories .......................... 46,600 $ 2,237 American Home Products Corp. ................. 63,500 3,711 Becton, Dickinson & Co. ...................... 41,200 1,475 Bristol-Myers Squibb Co. ..................... 38,300 2,003 Pharmacia Corp. .............................. 14,675 674 Schering-Plough Corp. ........................ 47,600 1,725 ------- 11,825 Insurance - 6.4% American General Corp. ....................... 69,300 3,219 Aon Corp. .................................... 36,000 1,260 Chubb Corp. .................................. 33,700 2,610 Lincoln National Corp. ....................... 31,800 1,646 Safeco Corp. ................................. 53,700 1,584 St. Paul Cos., Inc. .......................... 28,652 1,452 UnumProvident Corp. .......................... 82,700 2,656 ------- 14,427 Leisure & Recreation - 3.4% Eastman Kodak Co. ............................ 47,400 2,213 Hasbro, Inc. ................................. 103,900 1,501 Hilton Hotels Corp. .......................... 113,200 1,313 Starwood Hotels & Resorts Worldwide, Inc. .... 67,300 2,509 ------- 7,536 Media - Publishing - 1.9% Dow Jones & Co., Inc. ........................ 26,100 1,558 Knight-Ridder, Inc. .......................... 39,300 2,331 Readers Digest Association, Inc. - Cl. A ..... 16,500 474 ------- 4,363 Media - TV & Radio - 1.0% The Walt Disney Co. .......................... 78,700 2,274 Metals & Mining - 1.7% Minnesota Mining & Manufacturing Co. ......... 27,400 3,126 Phelps Dodge Corp. ........................... 17,100 710 ------- 3,836 Oil - 1.7% Baker Hughes, Inc. ........................... 37,100 1,243 Royal Dutch Petroleum Co. - NY Shares ........ 44,500 2,593 ------- 3,836 Oil & Natural Gas Exploration & Production - 9.8% Amerada Hess Corp. ........................... 26,000 2,101 BP Amoco PLC - ADR ........................... 82,332 4,104 Chevron Corp. ................................ 34,400 3,113 Exxon Mobil Corp. ............................ 64,267 5,614 Texaco, Inc. ................................. 53,400 3,556 Unocal Corp. ................................. 66,400 2,268 USX-Marathon Group ........................... 42,500 1,254 ------- 22,010 Paper & Forest Products - 2.4% International Paper Co. ...................... 87,170 3,112 Kimberly-Clark Corp. ......................... 28,800 1,610 Mead Corp. ................................... 23,100 627 ------- 5,349 Personal & Commercial Lending - 1.2% Citigroup, Inc. .............................. 51,566 2,725 Pollution Control - 1.4% Waste Management, Inc. ....................... 101,290 3,122 Real Estate Investment Trust - 0.9% Simon Property Group, Inc. ................... 64,700 1,939 Real Estate Operations - 0.5% Rouse Co. .................................... 42,300 1,212 Retail - Department Stores - 2.4% J.C. Penney Co., Inc. ........................ 28,000 738 May Department Stores Co. .................... 57,650 1,975 Toys "R" Us, Inc. * ......................... 108,500 2,686 ------- 5,399 Retail - Food - 1.1% Albertson's, Inc. ............................ 15,400 462 McDonald's Corp. ............................. 72,200 1,954 ------- 2,416 Telecommunication Equipment - 0.1% Lucent Technologies, Inc. .................... 46,900 291 Telecommunication Services - 1.6% Verizon Communications ....................... 68,716 3,676 Telephone - 4.9% Alltel Corp. ................................. 45,300 2,775 AT&T Corp. ................................... 77,400 1,703 BellSouth Corp. .............................. 52,500 2,114 SBC Communications, Inc. ..................... 73,355 2,939 Sprint Corp. ................................. 71,500 1,527 ------- 11,058 Transportation Services - 2.6% Norfolk Southern Corp. ....................... 81,900 1,695 Union Pacific Corp. .......................... 74,300 4,080 ------- 5,775 U.S. Government Agencies - 1.6% Federal National Mortgage Assoc .............. 41,400 3,525 ------- TOTAL COMMON STOCK- 96.0% 215,794 ------- 124 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE CAP VALUE FUND Par Market Name of Issuer Value Value (000's) (000's) SHORT-TERM INVESTMENTS Investment in joint trading account - 3.8% Investment in joint trading account 3.97% due 07/02/01 ........................... $ 8,673 $ 8,673 Shares Cash Equvalents - 2.6% Navigator Securities Lending Prime Portfolio ** 5,765,047 5,765 ---------- -------- TOTAL SHORT-TERM INVESTMENTS 6.4% 14,438 ---------- -------- TOTAL INVESTMENTS- 102.4% 230,232 Other Assets & Liabilities, Net- (2.4)% (5,506) ---------- -------- NET ASSETS- 100.0% $224,726 ========== ======== ADR-American Depository Receipts * Non-income producing security. ** Represents investment of security lending collateral. See notes to financial statements. 125 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE CAP VALUE CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 2.4% Boeing Co. ................................... 2,110 $ 117 General Dynamics Corp ........................ 4,130 321 Honeywell International, Inc. ................ 4,450 156 Lockheed Martin Corp. ........................ 7,370 273 Raytheon Co. ................................. 790 21 United Technologies Corp ..................... 2,040 150 ------ 1,038 Auto & Truck Parts - 0.8% Goodyear Tire & Rubber Co. ................... 870 24 Johnson Controls, Inc ........................ 4,260 309 Visteon Corp. ................................ 100 2 ------ 335 Automobile - 1.3% Ford Motor Co. ............................... 4,280 105 General Motors Corp. ......................... 7,110 458 General Motors Corp. - Cl. H ................. 1,400 28 ------ 591 Bank - 10.6% Bank of America Corp. ........................ 13,780 827 Bank of New York Co., Inc. ................... 7,040 338 Bank One Corp. ............................... 4,110 147 BB&T, Corp. .................................. 3,150 116 Comerica, Inc. ............................... 2,200 127 Fifth Third Bancorp .......................... 1,980 119 FleetBoston Financial Corp ................... 6,270 247 Hudson City Bancorp, Inc ..................... 3,120 72 Investors Financial Services Corp. ........... 1,740 117 JP Morgan Chase & Co. ........................ 6,020 268 M&T Bank Corp. ............................... 3,480 263 Mellon Financial Corp ........................ 3,610 166 National City Corp. .......................... 3,180 98 Northern Trust Corp. ......................... 2,110 132 PNC Bank Corp. ............................... 4,070 268 Popular, Inc. ................................ 610 20 Regions Financial Corp ....................... 1,140 36 SouthTrust Corp. ............................. 530 14 State Street Corp. ........................... 100 5 Suntrust Banks, Inc. ......................... 6,300 408 TCF Financial Corp. .......................... 700 32 US Bancorp ................................... 3,260 74 Washington Mutual, Inc ....................... 11,420 429 Wells Fargo & Co. ............................ 7,070 328 Zions Bancorp ................................ 440 26 ------ 4,677 Brokerage & Investment Management - 0.4% Morgan Stanley, Dean Witter, Discover & Co. .......................... 2,800 180 Building Materials - 0.1% Monsanto Co. ................................. 910 34 Business Services - 0.1% Express Scripts, Inc. - Cl. A * .............. 540 30 Chemical - 1.6% Ashland, Inc. ................................ 5,090 204 Cabot Corp. .................................. 790 29 Dow Chemical Co. ............................. 4,540 151 Engelhard Corp. .............................. 2,380 61 Sigma-Aldrich Corp. .......................... 6,210 240 ------ 685 Coal - 0.0% Arch Coal, Inc. .............................. 100 3 Commercial Services - 1.0% Apollo Group, Inc. - Cl. A .................. 2,090 89 Avery Dennison Corp. ......................... 610 31 Cendant Corp. * .............................. 440 8 Ecolab, Inc. ................................. 2,630 108 Omnicom Group, Inc. .......................... 2,500 215 ------ 451 Computer Equipment - 1.6% Dell Computer Corp. .......................... 100 3 EMC Corp. .................................... 520 15 Hewlett-Packard Co. .......................... 2,300 66 International Business Machines Corp. ........ 5,180 585 Tech Data Corp. * ............................ 700 23 Xerox Corp. .................................. 200 2 ------ 694 Computer Software & Services - 1.9% 3Com Corp.* .................................. 610 3 Affiliated Computer Services, Inc. - Cl. A * .................................... 3,460 249 At Home Corp. - Ser A ........................ 610 1 EarthLink, Inc. .............................. 100 2 Electronic Data Systems Corp. ................ 1,300 81 First Data Corp. ............................. 2,960 190 Intuit, Inc. * ............................... 350 14 Pixar, Inc. .................................. 1,400 57 Progressive Corp. ............................ 1,830 247 ------ 844 Consumer Miscellaneous - 0.5% Harley-Davidson, Inc. ........................ 2,510 118 Ingram Micro, Inc. - Cl. A * ................. 3,860 56 Sherwin-Williams Co. ......................... 2,410 54 ------ 228 Cosmetic & Personal Care - 3.4% Alberto-Culver Co. - Cl. B ................... 1,580 66 Avon Products, Inc. .......................... 3,190 148 Colgate-Palmolive Co. ........................ 5,310 313 Estee Lauder Cos., Inc. - Cl. A .............. 1,310 57 Procter & Gamble Co. ......................... 13,310 849 126 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE CAP VALUE CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Cosmetic & Personal Care - Continued Unilever NV - NY Shares ...................... 700 $ 42 ------ 1,475 Diversified Operations - 1.1% Danaher Corp. ................................ 1,050 59 General Electric Co. ......................... 2,460 120 ITT Industries, Inc. ......................... 610 27 Tyco International, Ltd ...................... 4,330 236 W.W. Grainger, Inc. .......................... 1,500 61 ------ 503 Electric Power - 2.8% Consolidated Edison, Inc ..................... 270 11 Dominion Resources, Inc ...................... 1,150 69 Emerson Electric Co. ......................... 960 58 Energy East Corp. ............................ 1,400 29 Entergy Corp. ................................ 3,430 132 Exelon Corp. ................................. 1,180 76 Firstenergy Corp. ............................ 440 14 Mirant Corp.* ................................ 3,550 122 PG&E Corp. ................................... 2,980 33 PPL Corp. .................................... 2,090 115 Reliant Energy, Inc. ......................... 6,410 207 TXU Corp. .................................... 1,310 63 UtiliCorp United, Inc ........................ 10,180 311 ------ 1,240 Electronic Products & Services - 0.8% Agilent Technologies, Inc .................... 100 3 Avnet, Inc. .................................. 700 16 AVX Corp. .................................... 1,050 22 Ball Corp. ................................... 1,940 92 KLA-Tencor Corp. ............................. 700 41 Motorola, Inc. ............................... 300 5 PerkinElmer, Inc. ............................ 940 26 Sanmina Corp. * ............................. 3,390 79 Solectron Corp. * ........................... 3,800 70 ------ 354 Energy - Alternative Source - 0.7% Dynegy, Inc. - Cl.A .......................... 4,550 211 Massey Energy Co. ............................ 5,860 116 ------ 327 Financial Services - 3.6% American Express Co. ......................... 960 37 CNA Financial Corp. * ........................ 8,390 331 Federated Investments, Inc. - Cl. B .......... 790 25 Heller Financial, Inc ........................ 5,970 239 Internet Capital Group, Inc. * ............... 350 1 Lehman Brothers Holdings, Inc. ............... 5,530 430 Merrill Lynch & Co., Inc. .................... 5,850 347 SEI Investments Co. .......................... 1,920 91 Wesco Financial Corp. ........................ 200 69 ------ 1,570 Food, Beverage & Tobacco - 3.9% IBP, Inc. .................................... 260 7 Pepsi Bottling Group, Inc .................... 1,760 71 PepsiCo, Inc. ................................ 4,110 182 Philip Morris Cos., Inc ...................... 10,980 557 Quaker Oats Co. .............................. 350 32 R.J. Reynolds Tobacco Holdings, Inc. * ...... 3,150 172 Ralston-Ralston Purina Group ................. 2,520 76 Sara Lee Corp. ............................... 6,820 129 Smithfield Foods, Inc. ....................... 3,260 131 Sysco Corp. .................................. 11,910 323 Tyson Foods, Inc. - Cl. A .................... 960 9 UST, Inc. .................................... 1,160 33 ------ 1,722 Health Care Products - 7.6% Abbott Laboratories .......................... 7,340 353 American Home Products Corp. ................. 7,670 448 Baxter International, Inc. ................... 2,280 112 Bristol-Myers Squibb Co. ..................... 2,090 109 Cardinal Health, Inc. ........................ 5,510 380 Eli Lilly & Co. .............................. 1,900 141 Johnson & Johnson ............................ 13,200 660 McKesson HBOC, Inc. .......................... 10,920 405 Medtronic, Inc. .............................. 1,400 65 Merck & Co., Inc. ............................ 4,370 279 Patterson Dental Co. * ....................... 960 29 UnitedHealth Group, Inc. ..................... 5,480 338 ------ 3,319 Health Care Services - 0.3% AmeriSource Health Corp. - Cl. A * ........... 1,100 61 Caremark Rx, Inc. ............................ 3,020 50 PacifiCare Health Systems, Inc. * ............ 1,490 24 WebMD Corp. * ................................ 270 2 ------ 137 Housing - 0.3% Pulte Corp. .................................. 2,630 112 Insurance - 4.9% Allstate Corp. ............................... 5,230 230 American General Corp. ....................... 2,280 106 American International Group, Inc. ........... 10,960 942 Cigna Corp. .................................. 910 87 Everest Re Group, Ltd. ....................... 610 46 Hartford Financial Services Group, Inc. ...... 790 54 Metlife, Inc. ................................ 9,610 298 Nationwide Financial Services - Cl. A ........ 7,440 325 The MONY Group, Inc. ......................... 1,170 47 ------ 2,135 127 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE CAP VALUE CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Leisure & Recreation - 1.7% Blockbuster, Inc. - Cl. A .................... 1,330 $ 24 Brunswick Corp. .............................. 1,460 35 International Game Technology ................ 4,450 279 Loews Corp. .................................. 6,060 391 Sabre Group Holdings, Inc. * ................ 690 35 ------ 764 Machinery - 0.1% Dover Corp. .................................. 100 4 Thermo Electron Corp. * ...................... 1,850 41 ------ 45 Media - Publishing - 0.4% McClatchy Newspapers, Inc. - Cl. A ........... 750 29 New York Times Co. - Cl. A ................... 700 29 Tribune Co. .................................. 3,150 127 ------ 185 Media - TV / Radio - 2.2% AOL Time Warner, Inc. * ...................... 1,910 101 BHC Communications, Inc. - Cl. A * ........... 310 43 Charter Communications, Inc. - Cl. A * ....... 2,250 52 Comcast Corp. - Cl. A ........................ 3,320 144 Fox Entertainment Group, Inc. - Cl. A * ...... 1,400 39 The Walt Disney Co. .......................... 7,890 228 USA Networks, Inc.* .......................... 270 8 Viacom, Inc. - Cl. B * ....................... 7,030 364 ------ 979 Metals & Mining - 1.8% Alcan Aluminum, Ltd. ......................... 700 29 Alcoa, Inc. .................................. 2,640 104 Inco, Ltd. ................................... 2,550 44 Minnesota Mining & Manufacturing Co. ......... 5,350 611 ------ 788 Natural Gas Distribution - 0.4% Enron Corp. .................................. 440 21 KeySpan Corp. ................................ 2,380 87 Nicor, Inc. .................................. 1,310 51 ------ 159 Oil - 0.4% ONEOK, Inc. .................................. 7,180 141 Tosco Corp. .................................. 610 27 ------ 168 Oil & Natural Gas Exploration & Production - 9.4% Amerada Hess Corp. ........................... 1,490 120 Chevron Corp. ................................ 6,010 544 Conoco, Inc. - Cl. B ......................... 9,780 283 Exxon Mobil Corp. ............................ 26,370 2,303 Helmerich & Payne, Inc. ...................... 1,490 46 Kerr-McGee Corp. ............................. 1,050 69 Occidental Petroleum Corp. ................... 6,380 170 Phillips Petroleum Co. ....................... 3,670 209 Sunoco, Inc. ................................. 890 33 Texaco, Inc. ................................. 3,450 230 Ultramar Diamond Shamrock Corp. .............. 420 20 USX-Marathon Group ........................... 3,500 103 ------ 4,130 Oil - Equipment & Service - 0.0% BJ Services Co. * ........................... 540 15 Paper & Forest Products - 0.3% Boise Cascade Corp. .......................... 100 4 Georgia-Pacific Corp. ........................ 200 7 International Paper Co. ...................... 700 25 Kimberly-Clark Corp. ......................... 1,420 79 Weyerhaeuser Co. ............................. 440 24 ------ 139 Personal & Commercial Lending - 5.3% Citigroup, Inc. .............................. 36,670 1,938 Countrywide Credit Industries, Inc. .......... 8,430 387 MBNA Corp. ................................... 610 20 ------ 2,345 Pollution Control - 1.0% Republic Services, Inc. - Cl. A .............. 2,460 49 Waste Management, Inc. ....................... 12,530 386 ------ 435 Real Estate Development - 0.3% Lennar Corp. ................................. 3,410 142 Real Estate Investment Trust - 1.1% Archstone Communities Trust .................. 960 25 Avalonbay Communities, Inc. .................. 2,300 108 Equity Office Properties Trust ............... 4,150 131 Equity Residential Properties Trust .......... 3,240 183 Marriott International, Inc. - Cl. A ......... 540 26 Simon Property Group, Inc. ................... 440 13 ------ 486 Retail - Department Stores - 2.2% BJ's Wholesale Club, Inc. .................... 6,850 365 Dillard's, Inc. - Cl. A ...................... 2,670 41 Federated Department Stores, Inc. * ......... 520 22 Kohl's Corp. ................................. 960 60 Payless ShoeSource, Inc. * .................. 2,560 166 Sears, Roebuck & Co. ......................... 2,550 108 Target Corp. ................................. 4,200 145 Wal-Mart Stores, Inc. ........................ 1,050 51 ------ 958 128 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE CAP VALUE CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Retail - Drug Stores - 0.9% CVS Corp. .................................... 5,450 $ 210 Walgreen Co. ................................. 5,190 177 ------ 387 Retail - Food - 0.2% Brinker International, Inc. * ............... 1,250 32 Darden Restaurants, Inc. ..................... 810 23 Safeway, Inc. * ............................. 690 33 ------ 88 Shoe & Apparel Manufacturing - 0.2% Liz Claiborne, Inc. .......................... 440 22 Nike, Inc. - Cl. B ........................... 440 18 Reebok International, Ltd. ................... 1,580 51 ------ 91 Telecommunication Equipment - 0.7% Comverse Technology, Inc. .................... 700 40 Covad Communications Group, Inc. * ........... 80 L-3 Communications Holdings, Corp. * ........ 1,050 80 Linear Technology Corp. ...................... 1,400 62 Lucent Technologies, Inc. .................... 300 2 Micron Technology, Inc. ...................... 1,500 62 Nortel Networks Corp. ........................ 120 1 Scientific-Atlanta, Inc. ..................... 1,360 55 Tellabs, Inc. * ............................. 790 15 ------ 317 Telecommunication Services - 4.1% BCE, Inc. .................................... 3,250 85 Cox Communications, Inc. - Cl. A ............. 6,780 300 United States Cellular Corp. * .............. 1,320 76 Verizon Communications ....................... 23,650 1,265 WorldCom, Inc. * ............................. 5,921 85 XO Communications, Inc. ...................... 440 1 ------ 1,812 Telephone - 6.2% Alltel Corp. ................................. 5,380 330 AT&T Corp. ................................... 22,430 493 AT&T Corp. - Liberty Media Group - Cl. A ..... 23,560 412 AT&T Wireless Group .......................... 6,800 111 BellSouth Corp. .............................. 7,510 302 Constellation Energy Group ................... 100 4 Level 3 Communications, Inc. * ............... 270 1 Qwest Communications International , Inc. .... 3,910 125 SBC Communications, Inc. ..................... 16,740 671 Telephone and Data Systems, Inc. ............. 2,360 257 ------ 2,706 Transportation Services - 1.3% Burlington Northern Santa Fe Corp. ........... 610 18 Canadian National Railway Co. ................ 3,410 138 CSX Corp. .................................... 3,410 124 Expeditors International of Washington, Inc. ........................................ 1,640 98 Southwest Airlines Co. ....................... 1,180 22 UAL Corp. .................................... 2,580 91 Union Pacific Corp. .......................... 800 44 United Parcel Service, Inc. - Cl. B * ........ 990 57 ------ 592 U.S. Government Agencies - 2.8% Federal Home Loan Mortgage Corp. ............. 5,920 414 Federal National Mortgage Assoc. ............. 9,850 839 ------ 1,253 ------ TOTAL COMMON STOCK- ........................ 94.7% 41,668 ------ Par Value (000's) SHORT-TERM INVESTMENTS - 7.3% Investment in joint repurchase agreement with Goldman Sachs & Co., 4.11% due 07/02/01. (Secured by various U.S. Treasury obligations and U.S. Government Agency Bonds) $3,200 3,200 ---------- ------------ TOTAL INVESTMENTS- 102.0% 44,868 Other Assets & Liabilities, Net- (2.0)% (881) ---------- ------------ NET ASSETS- 100.0% $ 43,987 ========== ============ * Non-income producing security. See notes to financial statements. 129 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE CAP VALUE CORE II FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 2.8% Boeing Co. ................................... 410 $ 23 General Dynamics Corp. ....................... 730 57 Honeywell International, Inc. ................ 690 24 Lockheed Martin Corp. ........................ 1,310 49 Raytheon Co. ................................. 160 4 United Technologies Corp. .................... 370 27 ------ 184 Auto & Truck Parts - 0.9% Goodyear Tire & Rubber Co. ................... 180 5 Johnson Controls, Inc. ....................... 780 57 ------ 62 Automobile - 1.6% Ford Motor Co. ............................... 850 21 General Motors Corp. ......................... 1,230 79 General Motors Corp. - Cl. H ................. 280 6 ------ 106 Bank - 12.4% Bank of America Corp. ........................ 2,500 150 Bank of New York Co., Inc. ................... 1,240 60 Bank One Corp. ............................... 770 28 BB&T Corp .................................... 570 21 Comerica, Inc. ............................... 430 25 Fifth Third Bancorp .......................... 380 23 FleetBoston Financial Corp. .................. 1,090 43 Hudson City Bancorp, Inc. .................... 610 14 Investors Financial Services Corp. ........... 90 6 JP Morgan Chase & Co. ........................ 970 43 M&T Bank Corp. ............................... 600 45 Mellon Financial Corp. ....................... 670 31 National City Corp. .......................... 630 19 Northern Trust Corp. ......................... 410 26 PNC Bank Corp. ............................... 540 36 Popular, Inc. ................................ 130 4 Regions Financial Corp. ...................... 230 7 SouthTrust Corp. ............................. 110 3 Suntrust Banks, Inc. ......................... 1,090 70 TCF Financial Corp. .......................... 140 6 US Bancorp ................................... 640 15 Washington Mutual, Inc. ...................... 2,060 77 Wells Fargo & Co. ............................ 1,250 58 Zions Bancorp ................................ 90 5 ------ 815 Brokerage & Investment Management - 0.5% Morgan Stanley, Dean Witter, Discover & Co. .. 530 34 Building Materials - 0.1% Monsanto Co. ................................. 190 7 Business Services - 0.1% Express Scripts, Inc. - Cl. A. * ............. 100 5 Chemical - 1.4% Ashland, Inc. ................................ 420 17 Cabot Corp. .................................. 160 6 Dow Chemical Co. ............................. 860 28 Engelhard Corp. .............................. 460 12 Sigma-Aldrich Corp. .......................... 810 31 ------ 94 Commercial Services - 1.4% Apollo Group, Inc. - Cl. A ................... 400 17 Avery Dennison Corp. ......................... 130 7 Cendant Corp. * .............................. 90 2 Ecolab, Inc. ................................. 520 21 Omnicom Group, Inc. .......................... 510 44 ------ 91 Computer Equipment - 1.2% EMC Corp. .................................... 110 3 Hewlett-Packard Co. .......................... 430 12 International Business Machines Corp. ........ 510 58 Tech Data Corp. * ............................ 140 5 ------ 78 Computer Software & Services - 2.3% 3Com Corp. * ................................. 130 1 Affiliated Computer Services, Inc. - Cl. A. * 640 46 At Home Corp. - Ser. A ....................... 130 Electronic Data Systems Corp. ................ 260 16 First Data Corp. ............................. 550 35 Intuit, Inc. ................................. 70 3 Progressive Corp. ............................ 370 50 ------ 151 Consumer Miscellaneous - 0.4% Harley-Davidson, Inc. ........................ 130 6 Ingram Micro, Inc. - Cl. A. * ................ 770 11 Sherwin-Williams Co. ......................... 470 11 ------ 28 Cosmetic & Personal Care - 3.2% Alberto-Culver Co. - Cl. B ................... 320 13 Avon Products, Inc. .......................... 370 17 Colgate-Palmolive Co. ........................ 910 54 Estee Lauder Cos., Inc. - Cl. A .............. 270 12 Procter & Gamble Co. ......................... 1,700 109 Unilever NV - NY Shares ...................... 140 8 ------ 213 Diversified Operations - 1.0% Danaher Corp. ................................ 210 12 General Electric Co. ......................... 480 23 ITT Industries, Inc. ......................... 130 6 Tyco International, Ltd. ..................... 240 13 130 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE CAP VALUE CORE II FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Diversified Operations - Continued W.W. Grainger, Inc. .......................... 300 $ 12 ----- 66 Electric Power - 3.0% Consolidated Edison, Inc. .................... 50 2 Dominion Resources, Inc. ..................... 210 13 Emerson Electric Co. ......................... 200 12 Energy East Corp. ............................ 280 6 Entergy Corp. ................................ 590 23 Exelon Corp. ................................. 220 14 Firstenergy Corp. ............................ 90 3 Mirant Corp. * ............................... 140 5 PG&E Corp. ................................... 590 6 PPL Corp. .................................... 400 22 Reliant Energy, Inc. ......................... 1,110 36 TXU Corp. .................................... 270 13 UtiliCorp United, Inc. ....................... 1,480 45 ----- 200 Electronic Products & Services - 0.8% Avnet, Inc. .................................. 140 3 AVX Corp. .................................... 210 4 Ball Corp. ................................... 370 18 PerkinElmer, Inc. ............................ 200 5 Sanmina Corp. * .............................. 300 7 Solectron Corp. * ............................ 750 14 ----- 51 Energy - Alternative Source - 0.6% Dynegy, Inc. - Cl. A ......................... 430 20 Massey Energy Co. ............................ 1,050 21 ----- 41 Financial Services - 3.7% American Express Co. ......................... 200 8 CNA Financial Corp. * ........................ 1,350 53 Federated Investments, Inc. - Cl. B .......... 160 5 Heller Financial, Inc. ....................... 1,020 41 Internet Capital Group, Inc. ................. 70 Lehman Brothers Holdings, Inc. ............... 870 68 Merrill Lynch & Co., Inc. .................... 1,000 59 SEI Investments Company ...................... 250 12 ----- 246 Food, Beverage & Tobacco - 4.6% IBP, Inc. .................................... 50 1 Pepsi Bottling Group, Inc. ................... 340 14 PepsiCo, Inc. ................................ 770 34 Philip Morris Cos., Inc. ..................... 1,610 82 Quaker Oats Co. .............................. 70 6 R.J. Reynolds Tobacco Holdings, Inc. * ....... 570 31 Ralston-Ralston Purina Group ................. 780 23 Sara Lee Corp. ............................... 1,250 24 Smithfield Foods, Inc. ....................... 590 24 Sysco Corp. .................................. 2,060 56 Tyson Foods, Inc. - Cl. A .................... 200 2 UST, Inc. .................................... 240 7 ----- 304 Health Care Products - 8.0% Abbott Laboratories .......................... 1,300 63 American Home Products Corp. ................. 1,020 60 Baxter International, Inc. ................... 460 23 Bristol-Myers Squibb Co. ..................... 400 21 Cardinal Health, Inc. ........................ 890 61 Johnson & Johnson ............................ 2,480 124 McKesson HBOC, Inc. .......................... 1,190 44 Medtronic, Inc. .............................. 280 13 Merck & Co., Inc. ............................ 820 52 Patterson Dental Co. * ....................... 200 6 UnitedHealth Group, Inc. ..................... 960 59 ----- 526 Health Care Services - 0.4% AmeriSource Health Corp. - Cl. A * ........... 230 13 Caremark Rx, Inc. ............................ 600 10 PacifiCare Health Systems, Inc. * ............ 300 5 WebMD Corp. * ................................ 50 ----- 28 Housing - 0.3% Pulte Corp. .................................. 510 22 Insurance - 4.9% Allstate Corp. ............................... 870 38 American General Corp. ....................... 460 21 American International Group, Inc. ........... 1,420 122 Cigna Corp. .................................. 190 18 Everest Re Group, Ltd. ....................... 130 10 Hartford Financial Services Group, Inc. ...... 160 11 Metlife, Inc. ................................ 1,700 53 Nationwide Financial Services - Cl. A ........ 960 42 The MONY Group, Inc. ......................... 240 10 ----- 325 Leisure & Recreation - 1.9% Blockbuster, Inc. - Cl. A .................... 270 5 Brunswick Corp. .............................. 300 7 International Game Technology ................ 830 52 Loews Corp. .................................. 840 54 Sabre Group Holdings, Inc. * ................. 140 7 ----- 125 Machinery - 0.1% Thermo Electron Corp. * ...................... 360 8 Media - Publishing - 0.5% McClatchy Newspapers, Inc. - Cl. A ........... 150 6 New York Times Co. - Cl. A ................... 140 6 131 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE CAP VALUE CORE II FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Media - Publishing - Continued Tribune Co. .................................. 570 $ 23 ----- 35 Media - TV & Radio - 2.7% AOL Time Warner, Inc. * ...................... 330 17 BHC Communications, Inc. - Cl. A. * .......... 90 13 Charter Communications, Inc. - Cl. A. * ...... 210 5 Comcast Corp. - Cl. A ........................ 610 26 Fox Entertainment Group, Inc. - Cl. A * ...... 280 8 The Walt Disney Co. .......................... 1,440 42 USA Networks, Inc. * ......................... 50 1 Viacom, Inc. - Cl. B. * ...................... 1,220 63 ----- 175 Metals & Mining - 1.0% Alcan Aluminum, Ltd. ......................... 140 6 Alcoa, Inc. .................................. 520 20 Inco, Ltd. ................................... 500 9 Minnesota Mining & Manufacturing Co. ......... 280 32 ----- 67 Natural Gas Distribution - 0.5% Enron Corp. .................................. 90 4 KeySpan Corp. ................................ 460 17 Nicor, Inc. .................................. 270 11 ----- 32 Oil - 0.5% ONEOK, Inc. .................................. 1,320 26 Tosco Corp. .................................. 130 6 ----- 32 Oil & Natural Gas Exploration & Production - 10.1% Amerada Hess Corp. ........................... 300 24 Chevron Corp. ................................ 620 56 Conoco, Inc. - Cl. B ......................... 1,690 49 Exxon Mobil Corp. ............................ 3,830 334 Helmerich & Payne, Inc. ...................... 300 9 Kerr-McGee Corp. ............................. 210 14 Occidental Petroleum Corp. ................... 1,160 31 Phillips Petroleum Co. ....................... 680 39 Sunoco, Inc. ................................. 160 6 Texaco, Inc. ................................. 550 37 Ultramar Diamond Shamrock Corp. .............. 1,000 47 USX-Marathon Group ........................... 640 19 ----- 665 Oil - Equipment & Service - 0.0% BJ Services Co. * ............................ 100 3 Paper & Forest Products - 0.4% International Paper Co. ...................... 140 5 Kimberly-Clark Corp. ......................... 290 16 Weyerhaeuser Co. ............................. 90 5 ----- 26 Personal & Commercial Lending - 4.3% Citigroup, Inc. .............................. 4,440 234 Countrywide Credit Industries, Inc. .......... 1,060 49 MBNA Corp. ................................... 130 4 ----- 287 Pollution Control - 1.2% Republic Services, Inc. - Cl. A .............. 480 9 Waste Management, Inc. ....................... 2,270 70 ----- 79 Real Estate Development - 0.4% Lennar Corp. ................................. 620 26 Real Estate Investment Trust - 1.0% Archstone Communities Trust .................. 200 5 Equity Office Properties Trust ............... 800 25 Equity Residential Properties Trust .......... 530 30 Marriott International, Inc. - Cl. A ......... 90 4 Simon Property Group, Inc. ................... 90 3 ----- 67 Retail - Department Stores - 1.5% Dillard's, Inc. - Cl. A ...................... 530 8 Federated Department Stores, Inc. * .......... 110 5 Kohl's Corp. ................................. 200 13 Payless ShoeSource, Inc. * ................... 190 12 Sears, Roebuck & Co. ......................... 500 21 Target Corp. ................................. 780 27 Wal-Mart Stores, Inc. ........................ 210 10 ----- 96 Retail - Drug Stores - 1.0% CVS Corp. .................................... 940 36 Walgreen Co. ................................. 900 31 ----- 67 Retail - Food - 0.2% Brinker International, Inc. * ................ 210 5 Darden Restaurants, Inc. ..................... 130 4 Safeway, Inc. * .............................. 140 7 ----- 16 Shoe & Apparel Manufacturing - 0.3% Liz Claiborne, Inc. .......................... 90 5 Nike, Inc. - Cl. B ........................... 90 4 Reebok International, Ltd. ................... 320 10 ----- 19 Telecommunication Equipment - 1.0% Comverse Technology, Inc. .................... 140 8 L-3 Communications Holdings, Corp. * ......... 210 16 132 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE CAP VALUE CORE II FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Telecommunication Equipment - Continued Linear Technology Corp. ...................... 280 $ 13 Micron Technology, Inc. ...................... 300 12 Scientific-Atlanta, Inc. ..................... 280 11 Tellabs, Inc. * .............................. 160 3 ------ 63 Telecommunication Services - 4.2% BCE, Inc. .................................... 640 17 Cox Communications, Inc. - Cl. A ............. 700 31 United States Cellular Corp. ................. 270 15 Verizon Communications ....................... 3,680 197 WorldCom, Inc. * ............................. 967 13 XO Communications, Inc. ...................... 90 1 ------ 274 Telephone - 6.5% Alltel ....................................... 440 27 AT&T Corp. ................................... 3,820 84 AT&T Corp. - Liberty Media Group - Cl. A ..... 4,250 74 BellSouth Corp. .............................. 1,340 54 Qwest Communications International, Inc. ..... 620 20 SBC Communications, Inc. ..................... 2,950 118 Telephone and Data Systems, Inc. ............. 460 50 ------ 427 Transportation Services - 1.5% Burlington Northern Santa Fe Corp. ........... 130 4 Canadian National Railway Co. ................ 620 25 CSX Corp. .................................... 620 23 Expeditors International of Washington, Inc. . 90 5 Southwest Airlines Co. ....................... 240 4 UAL Corp. .................................... 510 18 Union Pacific Corp. .......................... 140 8 United Parcel Service, Inc. - Cl. B. * ....... 160 9 ------ 96 U.S. Government Agencies - 3.1% Federal Home Loan Mortgage Corp. ............. 1,060 74 Federal National Mortgage Assoc. ............. 1,500 128 ------ 202 ------ TOTAL INVESTMENTS- 99.5% 6,564 Other Assets & Liabilities, Net- 0.5% 32 ------- ------ NET ASSETS- 100.0% $6,596 ======= ====== * Non-income producing security See notes to financial statements. 133 SCHEDULE OF INVESTMENTS (Unaudited) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE/MID CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 2.0% Boeing Co. ................................... 4,100 $ 228 Lockheed Martin Corp. ........................ 4,600 171 United Technologies Corp. .................... 4,400 322 ------ 721 Automobile - 1.6% Ford Motor Co. ............................... 15,270 375 General Motors Corp. ......................... 2,600 167 General Motors Corp. - Cl. H ................. 2,196 45 ------ 587 Bank - 14.2% Australia & New Zealand Banking Group, Ltd. - ADR ................... 10,200 434 Bank of Montreal ............................. 13,400 346 JP Morgan Chase & Co. ........................ 32,300 1,441 UnionBanCal Corp. ............................ 14,300 482 US Bancorp ................................... 31,661 721 Wachovia Corp. ............................... 2,900 206 Washington Mutual, Inc. ...................... 32,950 1,237 Westpac Banking Corp., Ltd. .................. 8,600 315 ------ 5,182 Chemical - 1.4% Air Products & Chemicals, Inc. ............... 4,300 197 E.I. du Pont de Nemours & Co. ................ 6,900 333 ------ 530 Commercial Services - 0.3% Avery Dennison Corp. ......................... 1,800 92 Computer Equipment - 2.2% Compaq Computer Corp. ........................ 5,900 91 Hewlett-Packard Co. .......................... 8,900 255 International Business Machines Corp. ........ 3,700 418 Palm, Inc. ................................... 9,200 56 ------ 820 Computer Software & Services - 1.1% First Data Corp. ............................. 6,200 398 Container - 0.2% Smurfit-Stone Container Corp. ................ 3,700 60 Cosmetic & Personal Care - 2.6% International Flavors & Fragrances, Inc. ..... 7,600 191 Leggett & Platt, Inc. ........................ 6,200 137 Procter & Gamble Co. ......................... 9,800 625 ------ 953 Diversified Operations - 2.4% Eaton Corp. .................................. 2,500 175 General Electric Co. ......................... 8,600 419 Tyco International, Ltd. ..................... 5,000 273 ------ 867 Electric Power - 3.7% Calpine Corp. ................................ 7,300 276 Duke Energy Co. .............................. 6,000 234 Exelon Corp. ................................. 8,712 559 Montana Power Co. ............................ 3,400 39 Pinnacle West Capital Corp. .................. 3,400 161 PPL Corp. .................................... 1,800 99 ------ 1,368 Electronic Products & Services - 1.2% Cisco Systems, Inc. .......................... 7,300 133 Motorola, Inc. ............................... 18,500 306 ------ 439 Energy - Alternative Source - 0.9% El Paso Corp. ................................ 6,500 341 Financial Services - 1.7% Merrill Lynch & Co., Inc. .................... 8,800 521 Pitney Bowes, Inc. ........................... 2,700 114 ------ 635 Food, Beverage & Tobacco - 4.2% ConAgra, Inc. ................................ 18,700 370 PepsiCo, Inc. ................................ 8,700 385 Philip Morris Cos., Inc. ..................... 5,100 259 R.J. Reynolds Tobacco Holdings, Inc. ......... 9,200 502 ------ 1,516 Health Care Products - 5.8% Abbott Laboratories .......................... 9,900 475 American Home Products Corp. ................. 3,600 210 Baxter International, Inc. ................... 4,600 225 Bristol-Myers Squibb Co. ..................... 1,500 78 Eli Lilly & Co. .............................. 1,000 74 McKesson HBOC, Inc. .......................... 2,600 97 Merck & Co., Inc. ............................ 3,400 217 Mylan Laboratories, Inc. ..................... 4,500 127 Pharmacia Corp. .............................. 10,047 462 Schering-Plough Corp. ........................ 4,600 167 ------ 2,132 Health Care Services - 0.1% WebMD Corp. .................................. 4,000 28 Insurance - 6.8% American International Group, Inc. ........... 6,250 537 Cigna Corp. .................................. 4,400 422 Marsh & McLennan Cos., Inc. .................. 3,600 364 MBIA, Inc. ................................... 13,300 740 XL Capital, Ltd. - Cl. A ..................... 5,200 427 ------ 2,490 Leisure & Recreation - 1.0% Eastman Kodak Co. ............................ 1,900 89 Sabre Group Holdings, Inc. ................... 5,500 275 134 SCHEDULE OF INVESTMENTS--Continued (Unaudited) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE/MID CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Leisure & Recreation - Continued Six Flags, Inc. .............................. 900 $ 19 ------ 383 Machinery - 1.0% Caterpillar, Inc. ............................ 4,100 205 Thermo Electron Corp. ........................ 8,000 176 ------ 381 Media - Publishing - 0.5% Gannett Co., Inc. ............................ 2,800 185 Media - TV & Radio - 2.2% Adelphia Communications Corp. - Cl. A ........ 7,000 287 AOL Time Warner, Inc. ........................ 2,600 138 E.W. Scripps Co. - Cl. A ..................... 2,600 179 USA Networks, Inc. ........................... 7,700 216 ------ 820 Metals & Mining - 1.4% Alcoa, Inc. .................................. 8,300 327 Minnesota Mining & Manufacturing Co. ......... 1,600 183 ------ 510 Oil & Natural Gas Exploration & Production - 9.0% Chevron Corp. ................................ 8,600 778 Conoco, Inc. - Cl. B ......................... 1,900 55 Exxon Mobil Corp. ............................ 23,250 2,030 Helmerich & Payne, Inc. ...................... 5,000 154 Rowan Cos., Inc. ............................. 8,500 188 Sunoco, Inc. ................................. 600 22 Ultramar Diamond Shamrock Corp. .............. 500 24 USX-Marathon Group ........................... 900 26 ------ 3,277 Oil - Equipment & Service - 0.2% Halliburton Co. .............................. 1,600 57 Paper & Forest Products - 1.4% Bowater, Inc. ................................ 4,500 201 Kimberly-Clark Corp. ......................... 3,500 196 Weyerhaeuser Co. ............................. 2,000 110 ------ 507 Personal & Commercial Lending - 4.4% Citigroup, Inc. .............................. 30,766 1,626 Real Estate Investment Trust - 1.6% Equity Office Properties Trust ............... 13,100 415 Kimco Realty Corp. ........................... 3,700 175 ------ 590 Real Estate Operations - 0.1% Security Capital Group, Inc. - Cl. B ......... 2,200 47 Retail - Department Stores - 2.2% Family Dollar Stores, Inc. ................... 17,600 451 Intimate Brands, Inc. ........................ 2,200 33 Wal-Mart Stores, Inc. ........................ 6,500 317 ------ 801 Retail - Food - 2.3% Brinker International, Inc. .................. 3,700 96 McDonald's Corp. ............................. 10,000 271 Safeway, Inc. ................................ 10,200 489 ------ 856 Shoe & Apparel Manufacturing - 0.9% Jones Apparel Group, Inc. .................... 3,100 134 Nike, Inc. - Cl. B ........................... 4,400 185 ------ 319 Telecommunication Services - 4.9% Broadwing, Inc. .............................. 6,800 166 Verizon Communications ....................... 26,600 1,423 WorldCom, Inc. ............................... 13,200 188 ------ 1,777 Telephone - 5.5% AT&T Corp. ................................... 12,600 277 AT&T Corp. - Liberty Media Group - Cl. A ..... 35,000 612 Constellation Energy Group ................... 5,400 230 Qwest Communications International, Inc. ..... 12,337 393 SBC Communications, Inc. ..................... 12,095 485 ------ 1,997 Transportation Services - 1.0% Canadian National Railway Co. ................ 2,800 113 Continental Airlines, Inc. - Cl. B ........... 1,300 64 Delta Air Lines, Inc. ........................ 900 40 Southwest Airlines Co. ....................... 8,750 162 ------ 379 U.S. Government Agencies - 3.0% Federal Home Loan Mortgage Corp. ............. 4,000 280 Federal National Mortgage Assoc. ............. 9,400 800 ------ 1,080 ------ TOTAL COMMON STOCK- 95.0% 34,751 ------ 135 SCHEDULE OF INVESTMENTS--Continued (Unaudited) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE/MID CAP VALUE FUND Par Market Name of Issuer Value Value (000's) (000's) SHORT-TERM INVESTMENTS Investment in joint trading account - 5.4% Investment in joint trading account 3.97% due 07/02/01 ........................... $ 1,977 $ 1,977 U.S. Treasury Bills - 0.2% U.S. Treasury Bills 3.79% due 11/01/01 #.......................... 50 50 3.56% due 08/16/01 #.......................... 10 10 ---------- ---------- 60 ---------- TOTAL SHORT-TERM INVESTMENTS- 5.6% 2,037 ---------- ---------- TOTAL INVESTMENTS- 100.6% 36,788 Other Assets & Liabilities, Net- (0.6)% (219) ---------- ---------- NET ASSETS- 100.0% $ 36,569 ========== ========== ADR-American Depository Receipts. # All or a portion of the principle amount of this security was pledged to cover initial margin requirements for open future contracts. See notes to financial statements. 136 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- MONEY MARKET FUND Par Market Name of Issuer Value Value (000's) (000's) COMMERCIAL PAPER Bank - 22.6% Abbey National of America 4.63% due 07/12/01 ........................... $ 5,000 $ 4,994 American Centurian Bank 3.96% due 07/10/01 ........................... 11,000 11,000 ANZ Delaware, Inc. 4.2% due 07/23/01 ............................ 5,000 4,988 Bank America NA Charlotte 5.102% due 09/06/01 .......................... 5,000 5,001 Branch Banking & Trust Co. 3.97% due 07/03/01 ........................... 15,000 15,000 Citibank Canada DTC MMI CD 4.23% due 07/25/01 ........................... 8,000 8,000 Credit Suisse First Boston, Inc. 4.7% due 07/02/01 ............................ 2,000 2,000 5.052% due 08/09/01 .......................... 5,000 5,000 Credit Suisse First Boston NY 4.605% due 07/09/01 .......................... 4,000 3,997 Deutsche Bank AG 5.38% due 07/24/01 ........................... 4,000 4,000 Firststar Bank NA Milwaukee WI 3.98% due 08/01/01 ........................... 10,000 10,000 Fleet National Bank 5.13% due 09/07/01 ........................... 3,000 3,000 LaSalle Bank NA 3.75% due 09/05/01 ........................... 14,000 14,000 National Bank of Canada 4.67% due 07/11/01 ........................... 6,000 6,000 National City Bank 5.51% due 08/01/01 ........................... 2,000 2,000 6.34% due 09/21/01 ........................... 5,000 5,017 -------- 103,997 Cosmetic & Personal Care - 0.5% Unilever Capital Corp. 5.11% due 09/07/01 ........................... 2,500 2,500 Diversified Operations - 3.3% Ciesco Puerto 4.65% due 07/03/01 ........................... 6,000 5,999 Diageo Capital PLC 3.92% due 07/18/01 ........................... 9,000 8,984 -------- 14,983 Electric Power - 0.7% National Rural Utilities Cooperative Finance Corp. 4.2% due 07/19/01 ............................ 3,000 2,994 Financial Services - 25.8% Alpine Securitization Corp. 4.25% due 07/19/01 ........................... 5,000 4,990 Apreco, Inc. 3.7% due 09/17/01 ............................ 12,500 12,401 Centric Capital Corp. 4.22% due 07/05/01 ........................... 3,600 3,599 4.68% due 07/09/01 ........................... 4,000 3,996 Chevron Investment PLC 4.63% due 07/06/01 ........................... 8,000 7,996 Corporate Recievables Corp. 3.6% due 09/07/01 ............................ 8,000 7,946 Eureka Securitization, Inc. 3.78% due 08/31/01 ........................... 10,000 9,937 Falcon Asset Securitization 3.7% due 08/03/01 ............................ 13,000 12,957 4.2% due 07/20/01 ............................ 1,793 1,789 General Electric Capital Corp. 3.72% due 10/31/01 ........................... 14,000 13,825 4.22% due 07/18/01 ........................... 3,700 3,693 Goldman Sachs Group, Inc. 5.485% due 11/26/01 .......................... 2,000 2,001 4.56% due 07/10/01 ........................... 5,000 4,995 Greenwich Funding Corp. 4.2% due 07/26/01 ............................ 1,669 1,664 4.65% due 07/05/01 ........................... 1,490 1,489 International Lease Finance Corp. 4.24% due 07/18/01 ........................... 3,977 3,970 Merrill Lynch & Co., Inc. 5.605% due 11/01/01 .......................... 2,000 2,001 National Rural Utilities Cooperative Finance Corp. 4.797% due 07/20/01 .......................... 2,000 2,000 Sigma Finance Corp. 5.05% due 08/14/01 ........................... 3,500 3,479 UBS Finance , Inc. 3.85% due 08/08/01 ........................... 3,800 3,785 Variable Funding Capital 3.95% due 07/12/01 ........................... 10,000 9,989 -------- 118,502 Food Beverage & Tobacco - 5.6% Anheuser Busch, Inc. 3.6% due 09/21/01 ............................ 14,000 13,886 Coca Cola Enterprises, Inc. 3.71% due 09/26/01 ........................... 12,000 11,894 -------- 25,780 Healthcare Products - 3.1% Merck & Co., Inc. 3.8% due 07/05/01 ............................ 14,000 13,996 Media - Publishing - 1.8% Washington Post Co. 3.68% due 09/14/01 ........................... 8,500 8,436 137 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- MONEY MARKET FUND Par Market Name of Issuer Value Value (000's) (000's) COMMERCIAL PAPER - CONTINUED Media - TV & Radio - 3.0% Gannett, Inc. 3.95% due 07/06/01 ........................... $ 14,000 $ 13,994 Paper Products - 1.8% Park Avenue Receivables Corp. 3.75% due 07/11/01 ........................... 8,406 8,398 Personal & Commercial Lending - 12.7% Greyhawk Fund Corp. 3.7% due 09/10/01 ............................ 14,000 13,899 Halifax PLC 3.6% due 09/17/01 ............................ 14,000 13,892 Household Finance Corp. 5.675% due 08/01/01 .......................... 4,000 4,000 President & Fellows Harvard Co. 3.86% due 07/16/01 ........................... 14,000 13,979 Windmill Funding Corp. 3.75% due 09/12/01 ........................... 9,400 9,330 4.23% due 07/05/01 ........................... 3,000 2,999 -------- 58,099 Retail-Department Stores - 3.0% Wal Mart Stores, Inc. 3.6% due 07/31/01 ............................ 14,000 13,959 Telecommunications Services - 0.7% Verizon Network Fund 4.25% due 07/10/01 ........................... 3,000 2,997 U.S. Governement Agencies - 10.3% Federal Home Loan Bank Note 3.66% due 09/07/01 ........................... 22,340 23,181 3.91% due 07/11/01 ........................... 9,528 9,519 Federal National Mortgage Assoc. 3.54% due 09/13/01 ........................... 14,750 14,644 -------- 47,344 -------- TOTAL COMMERCIAL PAPER- ................. 94.9% 435,979 -------- JOINT REPURCHASE AGREEMENT - 5.0% Investment in joint repurchase agreement with SBC Warburg, Ltd., 3.295% due 07/02/01 (Secured by Various U.S. Treasury obligations and U.S. Government Agency Bonds) .................... 22,825 22,825 -------- -------- TOTAL INVESTMENTS- 99.9% 458,804 Other Assets & Liabilities, Net- 0.1% 565 -------- -------- NET ASSETS- 100.0% $459,369 ======== ======== See notes to financial statements. 138 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE/MID CAP VALUE II FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 2.1% Boeing Co. ................................... 15,100 $ 839 Lockheed Martin Corp. ........................ 15,600 578 United Technologies Corp. .................... 15,000 1,099 ------- 2,516 Automobile - 1.7% Ford Motor Co. ............................... 52,400 1,286 General Motors Corp. ......................... 10,500 676 General Motors Corp. - Cl. H ................. 7,500 152 ------- 2,114 Bank - 15.1% Australia & New Zealand Banking Group, Ltd. - ADR ........................... 33,000 1,404 Bank of Montreal ............................. 44,000 1,136 JP Morgan Chase & Co. ........................ 108,700 4,848 Mercantile Bankshares Corp. .................. 2,500 98 UnionBanCal Corp. ............................ 49,600 1,672 US Bancorp ................................... 108,373 2,470 Wachovia Corp. ............................... 10,000 711 Washington Mutual, Inc. ...................... 127,500 4,788 Westpac Banking Corp., Ltd. .................. 30,200 1,105 ------- 18,232 Chemical - 1.5% Air Products & Chemicals, Inc. ............... 14,800 677 E.I. du Pont de Nemours & Co. ................ 23,300 1,124 ------- 1,801 Commercial Services - 0.3% Avery Dennison Corp. ......................... 6,100 311 Computer Equipment - 2.4% Compaq Computer Corp. ........................ 32,800 508 Hewlett-Packard Co. .......................... 30,400 869 International Business Machines Corp. ...................................... 11,900 1,345 Palm, Inc. ................................... 31,600 192 ------- 2,914 Computer Software & Services - 1.1% First Data Corp. ............................. 19,800 1,272 Cosmetic & Personal Care - 2.7% International Flavors & Fragrances, Inc. ....................................... 25,800 648 Leggett & Platt, Inc. ........................ 22,500 496 Procter & Gamble Co. ......................... 32,600 2,080 ------- 3,224 Diversified Operations - 2.5% Eaton Corp. .................................. 8,700 610 General Electric Co. ......................... 29,300 1,428 Tyco International, Ltd. ..................... 17,200 938 ------- 2,976 Electric Power - 3.5% Calpine Corp. * .............................. 29,800 1,126 Duke Energy Co. .............................. 20,200 788 Exelon Corp. ................................. 28,100 1,802 Montana Power Co. ............................ 16,900 196 PPL Corp. .................................... 6,100 336 ------- 4,248 Electronic Products & Services - 1.2% Cisco Systems, Inc. .......................... 25,100 457 Motorola, Inc. ............................... 64,100 1,061 ------- 1,518 Energy - Alternative Source - 0.9% El Paso Corp. ................................ 21,800 1,145 Financial Services - 1.7% Merrill Lynch & Co., Inc. .................... 28,700 1,700 Pitney Bowes, Inc. ........................... 9,200 388 ------- 2,088 Food, Beverage & Tobacco - 4.8% ConAgra, Inc. ................................ 60,600 1,200 PepsiCo, Inc. ................................ 29,800 1,317 Philip Morris Cos., Inc. ..................... 22,800 1,157 R.J. Reynolds Tobacco Holdings, Inc. * ...................................... 39,700 2,168 ------- 5,842 Health Care Products - 6.0% Abbott Laboratories .......................... 33,700 1,618 American Home Products Corp. ................. 12,100 707 Baxter International, Inc. ................... 16,000 784 Bristol-Myers Squibb Co. ..................... 5,000 262 Eli Lilly & Co. .............................. 3,200 237 McKesson HBOC, Inc. .......................... 9,000 334 Merck & Co., Inc. ............................ 11,300 722 Mylan Laboratories, Inc. ..................... 15,400 433 Pharmacia Corp. .............................. 34,100 1,567 Schering-Plough Corp. ........................ 16,000 580 ------- 7,244 Health Care Services - 0.1% WebMD Corp. .................................. 13,100 92 Insurance - 7.1% American International Group, Inc. ........... 22,800 1,961 Cigna Corp. .................................. 15,200 1,456 Marsh & McLennan Cos., Inc. .................. 13,000 1,313 MBIA, Inc. ................................... 43,650 2,430 XL Capital, Ltd. - Cl. A ..................... 17,500 1,437 ------- 8,597 Leisure & Recreation - 1.1% Eastman Kodak Co. ............................ 6,400 299 Sabre Group Holdings, Inc. ................... 20,400 1,020 139 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE/MID CAP VALUE II FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Leisure & Recreation - Continued Six Flags, Inc. .............................. 3,000 $ 63 ------- 1,382 Machinery - 1.1% Caterpillar, Inc. ............................ 14,100 706 Thermo Electron Corp. * ...................... 27,900 614 ------- 1,320 Media - Publishing - 0.5% Gannett Co., Inc. ............................ 9,800 646 Media - TV / Radio - 2.6% Adelphia Communications Corp. - Cl. A ................................. 23,900 980 AOL Time Warner, Inc. * ...................... 9,000 477 E.W. Scripps Co. - Cl. A ..................... 13,400 924 USA Networks, Inc. * ........................ 26,700 748 ------- 3,129 Metals & Mining - 1.7% Alcoa, Inc. .................................. 35,500 1,399 Minnesota Mining & Manufacturing Co. ......................................... 5,400 616 ------- 2,015 Oil & Natural Gas Exploration & Production - 9.1% Chevron Corp. ................................ 27,700 2,507 Conoco, Inc. - Cl. B ......................... 9,000 260 Exxon Mobil Corp. ............................ 78,700 6,874 Helmerich & Payne, Inc. ...................... 17,100 527 Rowan Cos., Inc. ............................. 30,300 670 Sunoco, Inc. ................................. 1,900 70 Ultramar Diamond Shamrock Corp. .............. 1,600 76 USX-Marathon Group ........................... 3,000 88 ------- 11,072 Oil - Equipment & Service - 0.2% Halliburton Co. .............................. 8,000 285 Paper & Forest Products - 1.1% Bowater, Inc. ................................ 15,400 689 Kimberly-Clark Corp. ......................... 12,000 671 ------- 1,360 Personal & Commercial Lending - 5.1% Citigroup, Inc. .............................. 116,700 6,166 Real Estate Investment Trust - 1.6% Equity Office Properties Trust ............... 42,500 1,344 Kimco Realty Corp. ........................... 12,800 606 ------- 1,950 Real Estate Operations - 0.1% Security Capital Group, Inc. - Cl. B ....................................... 8,300 178 Retail - Department Stores - 2.2% Family Dollar Stores, Inc. ................... 57,700 1,479 Intimate Brands, Inc. ........................ 12,600 190 Wal-Mart Stores, Inc. ........................ 20,500 1,000 ------- 2,669 Retail - Food - 2.5% Brinker International, Inc. .................. 13,600 352 McDonald's Corp. ............................. 34,300 928 Safeway, Inc. * .............................. 35,500 1,704 ------- 2,984 Shoe & Apparel Manufacturing - 1.1% Jones Apparel Group, Inc. * .................. 11,300 488 Nike, Inc. - Cl. B ........................... 19,200 806 ------- 1,294 Telecommunication Services - 4.9% Broadwing, Inc. .............................. 23,200 567 Verizon Communications ....................... 87,600 4,687 WorldCom, Inc. * ............................ 45,300 643 ------- 5,897 Telephone - 5.5% AT&T Corp. ................................... 44,700 983 AT&T Corp. - Liberty Media Group - Cl. A ..................................... 115,200 2,015 Constellation Energy Group ................... 18,700 797 Qwest Communications International, Inc. ......................... 39,800 1,269 SBC Communications, Inc. ..................... 38,800 1,554 ------- 6,618 Transportation Services - 1.1% Canadian National Railway Co. ................ 9,700 393 Continental Airlines, Inc. - Cl. B * ........ 5,200 256 Delta Air Lines, Inc. ........................ 3,700 163 Southwest Airlines Co. ....................... 29,850 552 ------- 1,364 U.S. Government Agencies - 3.0% Federal Home Loan Mortgage Corp. ............. 13,700 959 Federal National Mortgage Assoc .............. 32,200 2,742 ------- 3,701 ------- TOTAL COMMON STOCK- ............. 99.2% 120,164 ------- 140 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE/MID CAP VALUE II FUND Par Market Name of Issuer Value Value (000's) (000's) SHORT-TERM INVESTMENTS Investment in joint trading account - 1.2% Investment in joint trading account 3.97% due 07/02/01 .......................... $1,473 $1,473 U.S. Treasury Bills - 0.1% U.S. Treasury Bills 3.54% due 09/06/01 # ........................ 25 25 3.96% due 07/12/01 .......................... 35 35 3.62% due 07/09/01 .......................... 35 35 ------ 95 Shares Cash Equivalents - 5.3% Navigator Securities Lending Prime Portfolio ** 6,460,592 6,461 ---------- -------- TOTAL SHORT-TERM INVESTMENTS 6.6% 8,029 ---------- -------- TOTAL INVESTMENTS- 105.8% 128,193 Other Assets & Liabilities, Net- (5.8)% (7,091) ---------- -------- NET ASSETS- 100.0% $121,102 ========== ======== ADR-American Depository Receipts. * Non-income producing security. ** Represents investment of security lending collateral. # All or a portion of the principle amount of this security was pledged to cover initial margin requirements for open future contracts. See notes to financial statements. 141 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL/MID CAP GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Automobile - 1.8% United Rentals, Inc. * ....................... 126,900 $ 3,293 Bank - 2.1% Mercantile Bankshares Corp. .................. 35,800 1,401 Westamerica Bancorp .......................... 35,600 1,397 Wilmington Trust Trust Corp. ................. 16,900 1,059 ------- 3,857 Brokerage & Investment Management - 4.3% Investment Technology Group, Inc. ............ 77,400 3,893 Legg Mason, Inc. ............................. 78,400 3,901 ------- 7,794 Business Services - 1.2% G&K Services, Inc. - Cl. A ................... 83,000 2,233 Chemical - 1.6% MacDermid, Inc. .............................. 66,800 1,202 NOVA Corp. ................................... 53,800 1,692 ------- 2,894 Chemicals - 0.7% Dionex Corp. ................................. 38,600 1,283 Commercial Services - 1.3% TMP Worldwide, Inc. * ....................... 39,300 2,358 Computer Equipment - 2.2% Brocade Communications Systems, Inc. ......... 17,500 770 Lexmark International Group, Inc. - Cl. A .................................... 47,200 3,174 ------- 3,944 Computer Software & Services - 12.5% Acxiom Corp. ................................. 85,500 1,119 Affiliated Computer Services, Inc. - Cl. A * .................................. 21,400 1,539 Black Box Corp. .............................. 49,200 3,314 CheckFree Corp. .............................. 10,200 358 DST Systems, Inc. * ......................... 46,000 2,424 IMS Health, Inc. ............................. 110,900 3,161 Macromedia, Inc. * ........................... 83,600 1,505 Mercury Interactive Corp.* ................... 3,900 234 Openwave Systems, Inc. * ..................... 4,000 139 Peoplesoft, Inc. ............................. 16,500 812 Radiant Systems, Inc. * ..................... 8,000 129 Rational Software Corp. * ................... 66,900 1,816 SunGard Data Systems, Inc. ................... 60,600 1,819 Systems & Computer Technology Corp. .................................... 84,200 762 Trizetto Group, Inc. * ....................... 33,500 310 Verity, Inc. * ............................... 142,200 2,837 Vignette Corp. * ............................. 39,500 350 ------- 22,628 Consumer Miscellaneous - 0.9% Catalina Marketing Corp. ..................... 55,000 1,678 Container - 2.6% Bemis Co., Inc. .............................. 62,500 2,511 Pactiv Corp. ................................. 162,800 2,181 ------- 4,692 Diversified Operations - 1.9% AptarGroup, Inc. ............................. 40,200 1,304 Ionics, Inc. * ............................... 65,200 2,054 ------- 3,358 Electric Power - 2.7% Calpine Corp. * .............................. 47,700 1,803 Montana Power Co. ............................ 113,100 1,312 Pinnacle West Capital Corp. .................. 38,500 1,825 ------- 4,940 Electronic Products & Services - 7.0% Atmi, Inc. * ................................. 9,200 276 Emulex Corp. ................................. 8,400 339 Littelfuse, Inc. * ........................... 92,700 2,483 Optimal Robotics Corp. * ..................... 73,200 2,782 QLogic Corp. * .............................. 20,500 1,321 Sensormatic Electronics Corp. ................ 202,800 3,448 Varian Semiconductor Equipment Associates, Inc. ............................ 10,000 420 Veeco Instruments Inc. * ..................... 41,100 1,634 ------- 12,703 Food, Beverage & Tobacco - 2.0% Pepsi Bottling Group, Inc. ................... 91,800 3,681 Health Care Products - 14.0% Becton, Dickinson & Co. ...................... 103,500 3,704 Biomet, Inc. ................................. 49,550 2,381 Cephalon, Inc. * ............................. 16,000 1,128 COR Therapeutics, Inc.8 ..................... 7,200 220 CV Therapeutics, Inc. * ..................... 21,000 1,197 Edwards Lifesciences Corp. ................... 187,600 4,945 Genzyme Corp. * ............................. 37,000 2,257 Gilead Sciences, Inc. * ..................... 18,000 1,048 Immunex Corp. ................................ 97,200 1,725 Laboratory Corporation of America Holdings .................................... 21,900 1,684 Millipore Corp. .............................. 37,100 2,300 NPS Pharmaceuticals, Inc. * ................. 12,500 503 Patterson Dental Co. ......................... 70,800 2,124 Regeneron Pharmaceuticals .................... 1,700 589 ------- 25,805 Health Care Services - 7.6% Gene Logic, Inc. ............................. 31,000 676 Health Management Associates, Inc. - Cl. A * ..................................... 176,200 3,707 Idec Pharmaceuticals Corp. ................... 20,000 1,354 Trigon Healthcare, Inc. ...................... 69,200 4,487 142 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL/MID CAP GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Health Care Services - Continued Wellpoint Health networks, Inc. .............. 37,000 $ 3,487 -------- 13,771 Household Appliances & Furnishings - 2.1% Herman Miller, Inc. .......................... 154,600 3,741 Insurance - 4.3% Ambac Financial Group, Inc. .................. 66,900 3,893 Reinsurance Group of America ................. 104,900 3,976 -------- 7,869 Leisure & Recreation - 1.7% Speedway Motorsports, Inc. * ................. 121,700 3,068 Oil & Natural Gas Exploration & Production- 3.9% Atwood Oceanics, Inc.* ....................... 38,800 1,362 Helmerich & Payne, Inc. ...................... 94,300 2,906 Murphy Oil Corp. ............................. 29,600 2,179 Suncor Energy, Inc. .......................... 3,400 87 -------- 6,534 Oil - Equipment & Service - 2.9% Hanover Compressor Co. * ..................... 85,800 2,839 Swift Energy Co. ............................. 77,500 2,335 -------- 5,174 Retail - Department Stores - 5.2% Bed Bath & Beyond, Inc.* ..................... 24,300 758 Family Dollar Stores, Inc. ................... 129,200 3,312 Fastenal Co. ................................. 28,900 1,791 Staples, Inc. * ............................. 227,900 3,644 -------- 9,505 Retail - Food - 3.3% Darden Restaurants, Inc. ..................... 123,400 3,443 Whole Foods Market, Inc.* .................... 94,300 2,555 -------- 5,998 Shoe & Apparel Manufacturing - 2.0% Liz Claiborne, Inc. .......................... 70,900 3,577 Telecommunication Equipment - 5.0% CommScope, Inc.* ............................. 138,700 3,260 DMC Stratex Networks, Inc. - Notes* ......... 145,800 1,458 Symbol Technologies, Inc. .................... 110,650 2,456 Tekelec, Inc. ................................ 51,400 1,393 TriQuint Semiconductor, Inc.* ................ 24,400 549 -------- 9,116 Telecommunication Services - 0.3% Broadwing, Inc. .............................. 25,500 623 Transportation Services - 2.0% Atlas Air Worldwide Hldgs, Inc. * ........... 77,000 1,090 EGL, Inc. * ................................. 139,500 2,436 -------- 3,526 -------- TOTAL COMMON STOCK- 99.1% 179,643 -------- Par Value (000's) SHORT-TERM INVESTMENTS Investment in joint trading account - 0.6% Investment in joint trading account 3.97% due 07/02/01 ......................... $ 1,010 1,010 Shares Cash Equvalents - 15.6% Navigator Securities Lending Prime Portfolio ** 28,338,513 28,339 ----------- --------- TOTAL SHORT-TERM INVESTMENTS 16.2% 29,349 ----------- --------- TOTAL INVESTMENTS- 115.3% 208,992 Other Assets & Liabilities, Net- (15.3)% (27,678) ----------- --------- NET ASSETS- 100.0% $ 181,314 =========== ========= * Non-income producing security. ** Represents investment of security lending collateral. See notes to financial statements. 143 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- BOND INDEX FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS Aerospace & Defense - 1.1% Lockheed Martin Corp. 8.2% due 12/01/09 ............................ $ 200 $ 215 Northrop-Grumman Corp. - Debs. 7.75% due 03/01/16 ........................... 75 77 Raytheon Co. - Notes 6.75% due 08/15/07 ........................... 200 195 Safeway, Inc. - Notes 7.5% due 09/15/09 ............................ 150 156 United Technology Corp. 6.625% due 11/15/04 .......................... 200 207 United Technologies Corp. - Debs. 8.875% due 11/15/19 .......................... 50 59 -------- 909 Auto & Truck Parts - 0.5% TRW, Inc. 7.125% due 06/01/09 .......................... 150 147 Visteon Corp. 7.95% due 08/01/05 ........................... 250 261 -------- 408 Automobile - 0.9% Daimler Chrysler Auto Trust - Notes 6.7% due 03/08/06 ............................ 400 415 Delphi Automotive Systems Corp. - Debs. 7.125% due 05/01/29 .......................... 50 46 Delphi Automotive Systems Corp. - Notes 6.5% due 05/01/09 ............................ 200 192 Ford Motor Co. - Bonds 6.625% due 02/15/28 .......................... 50 43 -------- 696 Bank - 3.3% African Development Bank - Sub. Notes 6.875% due 10/15/15 .......................... 35 36 Asian Development Bank - Bonds 5.5% due 04/23/04 ............................ 270 269 Bank of America Corp. - Sub. Notes 7.8% due 02/15/10 ............................ 150 159 Bank One Corp. - Sr. Notes 5.625% due 02/17/04 .......................... 150 151 BankAmerica Corp. - Sub. Notes 6.5% due 03/15/06 ............................ 150 152 Chase Manhattan Corp. - Sub. Notes 7.125% due 02/01/07 .......................... 225 233 First Union Corp. - Sub. Notes 8.125% due 06/24/02 .......................... 230 238 Fleet Boston Corp. - Sub. Notes 7.375% due 12/01/09 .......................... 100 105 Fleet Financial Group, Inc. - Sub. Debs. 6.7% due 07/15/28 ............................ 75 70 Golden West Financial Corp. - Sub. Notes 6.7% due 07/01/02 ............................ 150 153 HSBC Holdings PLC 7.5% due 07/15/09 ............................ 150 157 InterAmerican Development Bank - Debs. 8.5% due 03/15/11 ............................ 200 233 Korea Development Bank - Bonds 7.375% due 09/17/04 .......................... 120 125 National City Bank of Pennsylvania - Sub. Notes 7.25% due 10/21/11 ........................... 50 51 Royal Bank of Scotland PLC - Sub. Notes 6.4% due 04/01/09 ............................ 150 148 Wachovia Corp. - Sub. Notes 5.625% due 12/15/08 .......................... 75 70 Wells Fargo Co. - Notes 6.625% due 07/15/04 .......................... 175 181 Wells Fargo Co. - Sub. Notes 6.875% due 04/01/06 .......................... 150 155 -------- 2,686 Brokerage & Investment Management - 2.3% Bear Stearns Co., Inc. 7.625% due 02/01/05 .......................... 250 262 Merrill Lynch & Co., Inc. - Notes 8.0% due 06/01/07 ............................ 200 214 Morgan Stanley Capital, Inc. - CTF 1998 WF1 Cl. A 1 6.25% due 07/15/07 ........................... 1,187 1,206 Morgan Stanley Dean Witter 7.75% due 06/15/05 ........................... 170 181 -------- 1,863 Business Services - 0.4% Electronic Data Systems Corp. 7.125% due 10/15/09 .......................... 100 102 Financing Corp. 8.6% due 09/26/19 ............................ 150 184 -------- 286 Chemical - 0.2% Eastman Chemical - Debs. 7.6% due 02/01/27 ............................ 50 43 Morton International, Inc. - Debs. 9.25% due 06/01/20 ........................... 40 47 Rohm & Haas Co. - Notes 7.4% due 07/15/09 ............................ 80 83 -------- 173 Computer Equipment - 0.4% Hewlett - Packard Co. - Notes 7.15% due 06/15/05 ........................... 200 207 International Business Machines Corp. - Debs. 7.0% due 10/30/25 ............................ 100 100 -------- 307 144 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- BOND INDEX FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Consumer Miscellaneous - 0.2% Fortune Brands, Inc. - Debs. 7.875% due 01/15/23 .......................... $ 100 $ 101 United Utilities PLC - Notes 6.875% due 08/15/28 .......................... 100 88 -------- 189 Cosmetic & Personal Care - 0.1% Procter & Gamble Co. - Debs. 6.45% due 01/15/26 ........................... 100 96 Diversified Operations - 0.3% Honeywell International, Inc. - Notes 7.5% due 03/01/10 ............................ 75 80 John Deere Capital Corp. - Notes 6.0% due 02/15/09 ............................ 60 57 Tyco International Group SA 6.375% due 06/15/05 .......................... 80 81 -------- 218 Electric Power - 1.1% CalEnergy Co., Inc. - Bonds 8.48% due 09/15/28 ........................... 60 65 Duke Energy Co. - 1st Ref. Mtg. 6.75% due 08/01/25 ........................... 100 92 Florida Power & Light Co. 7.75% due 02/01/23 ........................... 50 49 Niagara Mohawk Power Corp. 7.75% due 10/01/08 ........................... 200 204 Ontario Hydro - Local Govt. GTD. 6.1% due 01/30/08 ............................ 100 100 Philadelphia Electric Co. - 1st Ref. Mtg. 7.125% due 09/01/02 .......................... 100 103 Tennessee Valley Authority 6.75% due 11/01/25 ........................... 100 102 Virginia Electric Power Co. - 1st Mtg. 7.625% due 07/01/07 .......................... 150 158 -------- 873 Entertainment & Recreation - 0.1% TCI Communciations, Inc. - Sr. Notes 7.125% due 02/15/28 .......................... 70 65 Financial Services - 2.4% Ameritech Capital Funding Corp. 6.875% due 10/15/27 .......................... 60 58 Anardarko Finance Co. - Sr. Notes 144A 6.75% due 05/01/11 ........................... 200 199 Associates Corp. of North America 5.5% due 02/15/04 ............................ 675 677 Citicorp Capital II 8.015% due 02/15/27 .......................... 100 103 GATX Capital Corp. - Notes 6.875% due 12/15/06 .......................... 100 94 Goldman Sachs Group, Inc. - Notes 7.35% due 10/01/09 ........................... 100 103 Hartford Financial Services Group, Inc. - Sr. Notes 7.75% due 06/15/05 ........................... 150 159 Morgan Stanley, Dean Witter, Discover & Co. - Notes 6.875% due 03/01/03 .......................... 200 206 Newcourt Credit Group, Inc. - Ser. B 6.875% due 02/16/05 .......................... 100 103 Qwest Capital Funding - GTD Notes 7.9% due 08/15/10 ............................ 90 93 Sumitomo Bank International Finance NV - Notes 8.5% due 06/15/09 ............................ 100 107 Washington Mutual Capital I 8.375% due 06/01/27 .......................... 60 61 -------- 1,963 Food, Beverage & Tobacco - 1.2% Archer Daniels Midland Co. - Notes 6.25% due 05/15/03 ........................... 275 282 Coca-Cola Enterprises, Inc. - Debs. 8.5% due 02/01/22 ............................ 100 115 Conagra, Inc. - Debs. 9.75% due 03/01/21 ........................... 75 90 Kellogg Co. - Bonds 7.45% due 04/01/31 ........................... 100 100 Pepsi Bottling Group, Inc. - Sr. Notes Ser. B 7.0% due 03/01/29 ............................ 100 100 Philip Morris Cos., Inc. - Debs. 8.25% due 10/15/03 ........................... 100 106 SuperValu, Inc. - Notes 7.625% due 09/15/04 .......................... 150 148 -------- 941 Foreign Governmental - 2.2% Government of Canada 5.25% due 11/05/08 ........................... 125 120 Government of New Zealand - Debs. 8.75% due 12/15/06 ........................... 120 136 Hydro-Quebec 8.4% due 01/15/22 ............................ 100 115 Kingdom of Spain 7.0% due 07/19/05 ............................ 250 264 Kingdom of Sweden - Debs. 12.0% due 02/01/10 ........................... 75 104 Malaysia - Bonds 8.75% due 06/01/09 ........................... 50 54 Province of Manitoba - Debs. 6.875% due 09/15/02 .......................... 200 205 Province of Newfoundland - Debs. 9.0% due 10/15/21 ............................ 60 73 Province of Ontario 8.0% due 10/17/01 ............................ 200 202 145 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- BOND INDEX FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Foreign Governmental - Continued Province of Ontario - Bonds 6.0% due 02/21/06 ............................ $ 300 $ 304 Province of Quebec - Debs. 7.5% due 07/15/23 ............................ 100 105 Republic of Korea - Unsub. 8.75% due 04/15/03 ........................... 85 90 -------- 1,772 Health Care Products - 0.1% Eli Lilly & Co. - Notes 7.125% due 06/01/25 .......................... 80 83 Insurance - 0.6% Aetna Inc. 7.625% due 08/15/26 .......................... 100 104 Allstate Corp. 7.2% due 12/01/09 ............................ 150 156 Hartford Life, Inc. - Debs. 7.65% due 06/15/27 ........................... 50 52 Torchmark, Inc. - Debs. 8.25% due 08/15/09 ........................... 100 104 Travelers Property Casualty Corp. - Sr. Notes 7.75% due 04/15/26 ........................... 50 52 -------- 468 Machinery - 0.3% Caterpillar, Inc. - Debs. 8.0% due 02/15/23 ............................ 50 55 Reliance Electric Co. - Notes 6.8% due 04/15/03 ............................ 200 208 -------- 263 Media - TV / Radio - 0.5% News America Holdings, Inc. - Debs. 7.7% due 10/30/25 ............................ 100 93 Time Warner Entertainment, Inc. - Sr. Notes 8.375% due 07/15/33 .......................... 200 217 Viacom, Inc. 7.875% due 07/30/30 .......................... 50 53 -------- 363 Metals & Mining - 0.2% Noranda, Inc. - Debs. 7.0% due 07/15/05 ............................ 200 199 Natural Gas Distribution - 0.2% Enron Corp. - Notes 6.75% due 09/15/04 ........................... 100 101 Tennessee Gas Pipeline - Bonds 7.5% due 04/01/17 ............................ 100 98 -------- 199 Oil - 0.4% Atlantic Richfield Co. - Notes 5.55% due 04/15/03 ........................... 75 76 Conoco, Inc. - Sr. Notes 6.95% due 04/15/29 ........................... 90 86 Occidental Petroleum Corp. - Debs. 7.2% due 04/01/28 ............................ 40 39 Tosco Corp. - Notes 7.625% due 05/15/06 .......................... 115 122 -------- 323 Oil & Natural Gas Exploration & Production - 0.5% Burlington Resources, Inc - Debs. 9.125% due 10/01/21 .......................... 90 106 Norsk Hydro A/S 7.25% due 09/23/27 ........................... 75 74 Phillips Petroleum Co. - Debs. 6.65% due 07/15/18 ........................... 50 47 Trans-Canada Pipelines 7.7% due 06/15/29 ............................ 100 101 Union Oil Co. of California 7.5% due 02/15/29 ............................ 60 61 -------- 389 Oil - Equipment & Service - 0.1% Coastal Corp. - Debs. 6.5% due 06/01/08 ............................ 100 95 Paper & Forest Products - 0.2% Bowater, Inc. - Debs. 9.0% due 08/01/09 ............................ 100 107 Champion International Corp. - Debs. 7.35% due 11/01/25 ........................... 50 46 Westvaco Corp. - Notes 7.1% due 11/15/09 ............................ 35 34 -------- 187 Personal & Commercial Lending - 2.8% Aristar, Inc. - Sr. Notes 6.5% due 11/15/03 ............................ 200 204 CitiFinancial Credit Co. - Notes 5.9% due 09/01/03 ............................ 150 152 Ford Motor Credit Co. 6.125% due 01/09/06 .......................... 300 295 General Motors Acceptance Corp. 5.85% due 01/14/09 ........................... 500 465 General Motors Acceptance Corp. - Notes 9.625% due 12/15/01 .......................... 350 358 Household Finance Corp. - Notes 6.5% due 11/15/08 ............................ 280 274 LB Commercial Conduit Mortgage Trust 7.325% due 09/15/09 .......................... 400 417 Toyota Motor Credit Corp. - Notes 5.5% due 12/15/08 ............................ 60 57 -------- 2,222 146 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- BOND INDEX FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Real Estate Investment Trust - 0.1% Spieker Properties, Inc. - Debs. 7.5% due 10/01/27 ............................ $ 40 $ 37 Retail - Department Stores - 0.6% Dayton Hudson Corp. - Debs. 6.75% due 01/01/28 ........................... 25 23 Federated Department Stores 6.625% due 04/01/11 .......................... 200 193 Gap, Inc. - Notes 6.9% due 09/15/07 ............................ 100 100 Target Corp. 6.35% due 01/15/11 ........................... 100 99 Wal-Mart Stores, Inc. - Debs. 6.75% due 10/15/23 ........................... 100 100 -------- 515 Retail - Food - 0.3% Albertson's, Inc. - Notes 6.625% due 06/01/28 .......................... 50 42 McDonald's Corp. - Sub. Debs. 7.31% due 09/15/27 ........................... 60 59 Safeway, Inc. 7.25% due 09/15/04 ........................... 150 156 -------- 257 Telecommunication Equipment - 0.2% Deutsche Telekom International Finance 8.25% due 06/15/30 ........................... 100 103 GTE Corp. - Debs. 6.94% due 04/15/28 ........................... 100 93 -------- 196 Telecommunication Services - 2.1% AT&T WirelessGroup - Sr. Notes 144A 7.875% due 03/01/11 .......................... 200 200 AT&T Canada, Inc. - Sr. Notes 7.65% due 09/15/06 ........................... 150 148 Bell Canada 7.75% due 04/01/06 ........................... 125 130 BellSouth Telecommunications, Inc. - Debs. 7.0% due 10/01/25 ............................ 100 98 British Telecommunications PLC - Notes 8.125% due 12/15/10 .......................... 200 212 Dominion Resources, Inc. 8.125% due 06/15/10 .......................... 200 216 France Telecom - Notes Sr. 144A 7.2% due 03/01/06 ............................ 350 360 Telefonica Europe BV - Notes 8.25% due 09/15/30 ........................... 100 106 Vodafone Group PLC 7.75% due 02/15/10 ........................... 100 105 Worldcom, Inc. - Notes 8.25% due 05/15/31 ........................... 150 147 -------- 1,722 Telephone - 0.8% Alltel Corp. - Sr. Notes 7.6% due 04/01/09 ............................ 100 103 Comcast Cable Communications - Notes 8.875% due 05/01/17 .......................... 75 85 New York Telephone Co. - Debs. 7.25% due 02/15/24 ........................... 100 95 SBC Communications Capital Corp. - Debs. 5.875% due 06/01/03 .......................... 100 100 South Carolina Electric & Gas - 1st Mtg. 7.5% due 06/15/23 ............................ 100 96 Sprint Capital Corp. 6.875% due 11/15/28 .......................... 150 127 -------- 606 Transportation Services - 0.7% American Airlines, Inc. - Pass Through Certificates 7.024% due 04/15/11 .......................... 60 61 Burlington Northern Railroad Co. 6.125% due 03/15/09 .......................... 150 144 CSX Corp. - Debs. 7.45% due 05/01/07 ........................... 125 130 Norfolk Southern Corp. - Notes 7.35% due 05/15/07 ........................... 125 129 Union Pacific Corp. - Debs. 6.625% due 02/01/29 .......................... 85 76 -------- 540 U.S. Government Agencies - 44.9% Federal Home Loan Bank 5.58% due 08/17/01 ........................... 300 300 6.75% due 02/15/02 ........................... 1,600 1,626 Federal Home Loan Bank Disc. Note 5.125% due 03/06/06 .......................... 600 590 Federal Home Loan Mortgage Corp. 5.5% due 06/01/16 ............................ 500 483 5.75% due 04/15/08 ........................... 300 298 6.5% due 01/01/21 ............................ 431 429 6.5% due 05/01/31 ............................ 599 590 7.0% due 07/15/05 ............................ 655 692 7.0% due 02/01/16 ............................ 371 378 7.0% due 05/01/31 ............................ 250 251 8.0% due 09/01/30 ............................ 500 516 Federal Home Loan Mortgage Corp. - Bonds 7.1% due 04/10/07 ............................ 500 534 Federal Home Loan Mortgage Corp. - Deb. 5.0% due 01/15/04 ............................ 800 802 Federal Home Loan Mortgage Corp. - Notes 5.75% due 07/15/03 ........................... 1,000 1,022 6.0% due 10/01/14 ............................ 572 564 6.0% due 08/01/29 ............................ 995 957 6.5% due 11/01/15 ............................ 587 590 6.5% due 09/01/28 ............................ 474 467 6.5% due 06/01/29 ............................ 87 85 147 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- BOND INDEX FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED U.S. Government Agencies - Continued Federal Home Loan Mortgage Corp. - Notes 6.5% due 07/01/29 ............................ $ 983 $ 968 6.5% due 12/01/30 ............................ 399 393 6.875% due 01/15/05 .......................... 150 158 7.0% due 02/01/30 ............................ 1,397 1,404 7.5% due 02/01/16 ............................ 141 145 7.5% due 11/01/30 ............................ 1,012 1,034 8.0% due 02/01/30 ............................ 363 375 Federal Home Loan Mortgage Corp. - Sr. Notes 5.8% due 09/02/08 ............................ 225 223 Federal National Mortgage Assoc. 5.375% due 03/15/02 .......................... 450 455 5.5% due 03/01/16 ............................ 200 193 5.5% due 04/01/16 ............................ 100 96 6.0% due 05/01/14 ............................ 238 235 6.0% due 06/01/31 ............................ 700 672 6.25% due 05/15/29 ........................... 965 924 6.375% due 06/15/09 .......................... 600 612 6.5% due 04/29/09 ............................ 200 199 6.5% due 11/01/29 ............................ 700 690 7.0% due 05/01/31 ............................ 600 603 7.5% due 11/01/30 ............................ 238 243 Federal National Mortgage Assoc. - Notes 4.75% due 11/14/03 ........................... 175 175 6.0% due 02/01/16 ............................ 589 580 6.0% due 01/01/29 ............................ 994 958 6.19% due 02/19/09 ........................... 120 118 6.5% due 02/01/15 ............................ 279 280 6.5% due 12/01/30 ............................ 469 462 6.5% due 01/01/31 ............................ 114 112 6.5% due 02/01/31 ............................ 1,795 1,768 7.0% due 01/01/08 ............................ 199 202 7.0% due 03/01/16 ............................ 292 297 7.0% due 01/01/30 ............................ 1,726 1,734 7.125% due 01/15/30 .......................... 159 170 7.5% due 10/01/15 ............................ 398 409 7.5% due 09/01/30 ............................ 1,187 1,212 8.0% due 08/01/30 ............................ 492 508 8.5% due 09/01/30 ............................ 339 356 Government National Mortgage Assoc. 6.5% due 05/15/31 ............................ 300 296 7.0% due 06/15/31 ............................ 500 504 7.5% due 01/15/31 ............................ 195 200 8.5% due 09/15/30 ............................ 347 363 Government National Mortgage Assoc. - Notes. 6.0% due 07/15/29 ............................ 325 314 6.5% due 01/15/16 ............................ 196 198 Government National Mortgage Assoc. - Notes 6.5% due 05/15/29 ............................ 1,176 1,164 7.0% due 12/15/30 ............................ 1,382 1,394 7.5% due 09/15/30 ............................ 1,121 1,149 8.0% due 02/15/31 ............................ 772 800 -------- 36,519 U.S. Governmental - 24.5% U.S. Treasury-Bill 3.435% due 09/13/01 .......................... 842 842 U.S. Treasury Bond 5.0% due 02/15/11 ............................ 1,000 970 5.5% due 08/15/28 ............................ 700 663 6.5% due 11/15/26 ............................ 535 576 6.75% due 08/15/26 ........................... 775 859 8.125% due 08/15/21 .......................... 1,100 1,382 8.75% due 08/15/20 ........................... 1,100 1,457 9.125% due 05/15/09 .......................... 750 837 10.75% due 08/15/05 .......................... 600 728 11.25% due 02/15/15 .......................... 260 393 11.75% due 02/15/10 .......................... 250 306 11.75% due 11/15/14 .......................... 465 659 U.S. Treasury - Notes 5.625% due 05/15/08 .......................... 2,000 2,079 5.75% due 10/31/02 .......................... 2,000 2,044 5.75% due 08/15/03 ........................... 1,000 1,028 6.75% due 05/15/05 ........................... 2,500 2,662 7.875% due 11/15/04 .......................... 2,000 2,190 United Mexican States - Notes 9.875% due 02/01/10 .......................... 220 242 -------- 19,917 -------- TOTAL PUBLICLY-TRADED BONDS - 96.8% 78,545 -------- SHORT-TERM INVESTMENTS - 2.0% Investment in joint trading account 3.97% due 07/02/01 ........................... 1,626 1,626 -------- -------- TOTAL INVESTMENTS- 98.8% 80,171 Other Assets & Liabilities, Net- 1.2% 990 -------- -------- NET ASSETS- 100.0% $ 81,161 ======== ======== 144A-Pursuant to Rule 144A under the Securities Act of 1993, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2001, securities aggregated $759 or .94% of net assets of the Portfolio. See notes to financial statements. 148 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE CAP AGGRESSIVE GROWTH FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 0.8% Honeywell International, Inc. ................ 7,600 $ 266 Brokerage & Investment Management - 0.4% Goldman Sachs Group, Inc. .................... 1,800 154 Commercial Services - 1.5% Concord EFS, Inc. ............................ 5,900 307 Omnicom Group, Inc. .......................... 2,700 232 -------- 539 Computer Equipment - 0.4% Veritas Software Corp. * .................... 2,300 153 Computer Software & Services - 7.9% Check Point Software Technologies, Ltd. ...... 2,100 106 Electronic Data Systems Corp. ................ 11,000 688 First Data Corp. ............................. 5,000 321 Microsoft Corp. .............................. 20,500 1,496 Siebel Systems, Inc. ......................... 4,600 216 -------- 2,827 Cosmetic & Personal Care - 1.5% Colgate-Palmolive Co. ........................ 8,900 525 Diversified Operations - 7.3% General Electric Co. ......................... 30,000 1,463 Tyco International, Ltd. ..................... 21,200 1,155 -------- 2,618 Electronic Products & Services - 3.7% Cisco Systems, Inc. * ........................ 48,600 884 Maxim Integrated Products, Inc. .............. 6,200 274 Texas Instruments, Inc. ...................... 4,500 142 -------- 1,300 Energy - Alternative Source - 0.9% Dynegy, Inc. - Cl. A ......................... 6,600 307 Financial Services - 3.1% Household International, Inc. ................ 11,200 747 Merrill Lynch & Co., Inc. .................... 6,000 356 -------- 1,103 Food, Beverage & Tobacco - 1.1% Anheuser-Busch Cos., Inc. .................... 9,500 391 Health Care Products - 14.1% Johnson & Johnson ............................ 9,900 495 Medtronic, Inc. .............................. 14,400 663 Pfizer, Inc. ................................. 50,300 2,014 Pharmacia Corp. .............................. 23,700 1,089 Schering-Plough Corp. ........................ 21,300 772 -------- 5,033 Health Care Services - 1.0% Tenet Healthcare Corp. ....................... 6,700 346 Insurance - 3.7% American International Group, Inc. ........... 15,500 1,333 Media - TV & Radio - 11.9% AOL Time Warner, Inc. * ...................... 43,100 2,284 Comcast Corp. - Cl. A * ...................... 27,900 1,211 Viacom, Inc. - Cl. B * ...................... 14,600 756 -------- 4,251 Oil - 1.1% Baker Hughes, Inc. ........................... 11,700 392 Oil & Natural Gas Exploration & Production - 3.0% BP Amoco PLC - ADR ........................... 8,500 424 Chevron Corp. ................................ 4,000 362 Transocean Sedco Forex, Inc. ................. 7,000 289 -------- 1,075 Personal & Commercial Lending - 9.1% Citigroup, Inc. .............................. 31,008 1,638 MBNA Corp. ................................... 49,100 1,618 -------- 3,256 Retail - Department Stores - 8.7% Home Depot, Inc. ............................. 24,200 1,126 Kohl's Corp. ................................. 19,400 1,217 Target Corp. ................................. 10,600 367 Wal-Mart Stores, Inc. ........................ 7,800 381 -------- 3,091 Retail - Drug Stores - 1.6% Walgreen Co. ................................. 16,200 553 Telecommunication Equipment - 3.4% Micron Technology, Inc. ...................... 6,700 275 Nokia Oyj - ADR .............................. 42,200 930 -------- 1,205 Telecommunication Services - 1.3% Vodafone Group PLC ........................... 21,200 474 Telephone - 3.3% AT&T Corp. - Liberty Media Group - Cl. A ..... 33,900 593 AT&T Wireless Group * ........................ 34,600 566 -------- 1,159 U.S. Government Agencies - 6.8% Federal Home Loan Mortgage Corp. ............. 24,200 1,694 Federal National Mortgage Assoc. ............. 8,400 715 -------- 2,409 -------- TOTAL COMMON STOCK- 97.6% 34,760 -------- 149 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- LARGE CAP AGGRESSIVE GROWTH FUND Par Market Value Value (000's) (000's) SHORT-TERM INVESTMENTS - 2.8% Investment in joint trading account 3.97% due 07/02/01 .......................... $ 1,006 $ 1,006 ------- ------- TOTAL INVESTMENTS- 100.4% 35,766 Other Assets & Liabilities, Net- (0.4)% (137) ------- ------- NET ASSETS- 100.0% $35,629 ======= ======= ADR-American Depository Receipts * Non-income producing security. See notes to financial statements. 150 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 0.3% Kaman Corp. - Cl. A ........................................ 1,600 $ 28 Memberworks, Inc. .......................................... 1,400 32 Teledyne Technologies, Inc. * .............................. 1,000 15 The Titan Corp. * .......................................... 900 21 ------ 96 Apparel - 0.1% Skechers USA, Inc. ......................................... 1,400 41 Auto & Truck Parts - 1.1% Autoliv, Inc. .............................................. 1,400 24 AutoZone, Inc. * ........................................... 1,400 53 Cummins Engine Company, Inc. ............................... 700 27 Goodyear Tire & Rubber Co. ................................. 3,000 84 Polaris Industries Inc. .................................... 1,000 46 Visteon Corp. .............................................. 3,400 62 ------ 296 Automobile - 0.4% Oshkosh Truck Corp. ........................................ 900 40 United Auto Group, Inc. * .................................. 4,100 72 ------ 112 Bank - 7.4% Associated Banc-Corp ....................................... 2,800 101 BancorpSouth, Inc. ......................................... 675 11 Bancwest Corp. ............................................. 5,200 179 Banknorth Group, Inc. ...................................... 2,625 59 Capitol Federal Financial .................................. 2,100 41 Cathay Bancorp, Inc. ....................................... 700 38 City National Corp. ........................................ 2,000 89 Commerce Bancorp, Inc. ..................................... 1,000 70 Commerce Bancshares, Inc. .................................. 2,280 84 Corus Bankshares, Inc. ..................................... 1,600 96 Cullen/Frost Bankers, Inc. ................................. 2,900 98 Dime Bancorp, Inc. ......................................... 2,300 86 Downey Financial Corp. ..................................... 500 24 F&M National Corp. ......................................... 1,000 40 First Citizens BancShares, Inc. - Cl. A .................... 800 87 First Sentinel Bancorp, Inc. ............................... 1,400 19 First Virginia Banks, Inc. ................................. 1,400 66 GBC Bancorp ................................................ 800 23 Golden State Bancorp, Inc. * ............................... 2,300 71 Hancock Holding Co. ........................................ 1,400 60 Investors Financial Services Corp. ......................... 1,000 67 M&T Bank Corp. ............................................. 2,100 159 Mercantile Bankshares Corp. ................................ 2,500 98 Net.B@nk, Inc. * ........................................... 500 6 North Fork Bancorporation, Inc. ............................ 1,200 37 OceanFirst Financial Corp. ................................. 1,400 36 Omega Financial Corp. ...................................... 600 19 PFF Bancorp, Inc. * ........................................ 1,200 30 Royal Bank of Canada ....................................... 1,952 62 Silicon Valley Bancshares * ................................ 900 20 TCF Financial Corp. ........................................ 1,300 60 United Community Financial Corp. ........................... 1,900 17 Zions Bancorp .............................................. 1,600 94 ------ 2,047 Brokerage & Investment Management - 1.8% Affiliated Managers Group, Inc. * .......................... 2,300 141 Investment Technology Group, Inc. .......................... 600 30 Jefferies Group, Inc. ...................................... 1,900 61 John Nuveen Co. - Cl. A .................................... 3,700 210 Raymond James Financial, Inc. .............................. 1,000 31 Southwest Securities Group, Inc. ........................... 1,160 24 ------ 497 Building Materials - 0.4% Interactive Data Corp. ..................................... 1,200 11 The Scotts Co. - Cl A ...................................... 2,700 112 ------ 123 Business Services - 1.5% Career Education Corp. ..................................... 700 42 Comdisco, Inc. ............................................. 2,200 3 Corporate Executive Board Co. .............................. 1,200 50 DiamondCluster, Inc. * ..................................... 900 12 Education Management Corp. ................................. 700 28 Express Scripts, Inc. - Cl. A * ............................ 2,600 143 Forrester Research, Inc. * ................................. 900 20 Global Payments, Inc. * .................................... 880 27 Harris Corp. ............................................... 1,900 52 TotalSystem Services, Inc. ................................. 1,000 28 ------ 405 Chemical - 2.2% Albemarle Corp. ............................................ 2,300 53 Arch Chemicals, Inc. ....................................... 1,800 39 Ashland, Inc. .............................................. 2,900 116 Cabot Corp. ................................................ 1,700 61 ChemFirst, Inc. ............................................ 1,300 34 Crompton Corp. ............................................. 1,300 14 Cytec Industries, Inc. * ................................... 1,200 46 Engelhard Corp. ............................................ 1,800 47 IMC Global, Inc. ........................................... 1,200 12 Lubrizol Corp. ............................................. 1,600 50 Sigma-Aldrich Corp. ........................................ 3,700 143 W.R. Grace & Co. ........................................... 2,900 5 ------ 620 Commercial Services - 3.5% ADVO, Inc. ................................................. 1,400 48 Apollo Group, Inc. - Cl. A ................................. 2,400 102 Brady Corp. - Cl. A ........................................ 1,300 47 Coinstar, Inc. * ........................................... 2,100 47 CSG Systems International, Inc. * .......................... 800 45 F.Y.I., Inc. * ............................................. 800 33 Fair Issac & Co., Inc. ..................................... 1,600 99 151 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Commercial Services - Continued Galileo International, Inc. ................................ 1,500 $ 49 Identix, Inc. * ............................................ 400 2 Informix Corp. * ........................................... 3,150 18 Lamar Advertising Co. * .................................... 1,000 44 Macrovision Corp. * ........................................ 1,000 68 Paxar Corp. * .............................................. 1,500 22 Plexus Corp. * ............................................. 1,200 40 Power One, Inc. * .......................................... 700 12 Rent A Car * ............................................... 1,500 79 Standard Register Co. ...................................... 1,700 31 Steelcase, Inc. - Cl. A .................................... 3,900 47 Sybase, Inc. * ............................................. 2,100 35 Sylvan Learning Systems, Inc. * ............................ 1,400 34 TeleTech Holdings, Inc. 8 .................................. 1,700 15 Wackenhut Corp. - Cl. A .................................... 600 10 Waste Connections, Inc. .................................... 800 29 ------ 956 Computer Equipment - 0.9% CACI International, Inc. - Cl A ............................ 1,200 56 Cerner Corp. * ............................................. 800 34 Extreme Networks, Inc. 8 ................................... 700 21 Intergraph Corp. ........................................... 800 12 Mentor Graphics Corp. * .................................... 1,800 31 Mercury Computer Systems, Inc. ............................. 1,200 53 Predictive Systems, Inc. * ................................. 1,900 8 Quantum Corp. - DLT & Storage * ............................ 1,400 14 Tech Data Corp. * .......................................... 700 23 ------ 252 Computer Software & Services - 7.6% Actuate Software Corp. ..................................... 1,200 11 Acxiom Corp. ............................................... 1,400 18 Advent Software, Inc. ...................................... 500 32 Affiliated Computer Services, Inc. - Cl. A * ............... 3,500 252 Agile Software Corp. * ..................................... 200 3 Art Technology Group, Inc.* ................................ 1,000 6 Aspen Technologies, Inc. ................................... 300 7 Autodesk, Inc. ............................................. 1,500 56 Avant! Corp. * ............................................. 1,600 21 Barra, Inc. * .............................................. 850 33 Black Box Corp. ............................................ 500 34 CacheFlow, Inc. * .......................................... 300 2 Cadence Design Systems, Inc. * ............................. 3,600 67 Ceridian Corp. * ........................................... 1,400 27 CheckFree Corp. ............................................ 900 32 Clarent Corp. * ............................................ 600 6 CNet Networks, Inc. ........................................ 1,200 16 Cognizant Technology Solutions Corp. ....................... 500 21 Digex, Inc. * .............................................. 500 7 Digital Insight Corp.* ..................................... 400 9 E.Piphany, Inc. * .......................................... 1,100 11 EarthLink, Inc. * .......................................... 1,161 16 Echelon Corp. * ............................................ 200 6 Factset Research Systems, Inc. ............................. 700 25 GTech Holdings Corp. ....................................... 1,900 67 Informatica Corp. * ........................................ 900 16 Internap Network Services Corp.* ........................... 1,000 3 Internet Security System, Inc. ............................. 400 19 Intertrust Technologies Corp. * ............................ 1,200 1 Interwoven, Inc. * ......................................... 1,100 19 Intranet Solutions, Inc. * ................................. 300 11 J.D. Edwards & Co.* ........................................ 1,200 17 Jack Henry & Associates, Inc. .............................. 1,200 37 Kana Communications, Inc. * ................................ 2,150 4 Liberate Technologies, Inc. ................................ 900 10 LookSmart, Ltd. * .......................................... 500 1 Macromedia, Inc. * ......................................... 900 16 Manugistics Group, Inc. * .................................. 500 13 MCSi, Inc. * ............................................... 1,400 21 Micromuse, Inc. * .......................................... 1,900 53 Multex.com, Inc. * ......................................... 300 5 National Data Corp. ........................................ 1,200 39 NCR Corp. * ................................................ 1,900 89 Netegrity, Inc. * .......................................... 400 12 NetIQ Corp. * .............................................. 984 31 Network Associates, Inc. ................................... 1,700 21 NextCard, Inc. * ........................................... 200 2 NVIDIA Corp. * ............................................. 1,300 121 Packeteer, Inc. * .......................................... 400 5 Parametric Technology Corp. * .............................. 2,100 29 Peoplesoft, Inc. ........................................... 3,000 148 Peregrine Systems, Inc. * .................................. 2,500 73 Pixar, Inc. ................................................ 1,300 53 PurchasePro.com, Inc. * .................................... 500 1 Radiant Systems, Inc.* ..................................... 1,100 18 Rainbow Technologies, Inc. * ............................... 1,500 8 Red Hat, Inc. * ............................................ 800 3 Renaissance Learning, Inc. ................................. 600 30 Retek, Inc. * .............................................. 745 36 RSA Security, Inc. * ....................................... 750 23 Safeguard Scientifics, Inc. * .............................. 3,600 19 SCM Microsystems, Inc. * ................................... 200 2 Secure Computing Corp. * ................................... 300 5 SonicWall, Inc. * .......................................... 500 13 Symantec Corp. * ........................................... 2,100 92 Synopsys, Inc. * ........................................... 1,200 58 THQ, Inc. .................................................. 1,000 60 Trizetto Group, Inc.* ...................................... 200 2 Unigraphics Solutions, Inc. * .............................. 1,400 44 Verity, Inc. * ............................................. 600 12 VerticalNet, Inc. * ........................................ 1,400 4 Viant Corp. * .............................................. 600 1 WebMethods, Inc. * ......................................... 305 6 152 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Computer Software & Services - Continued Wind River Systems * ..................................... 1,200 $ 21 ------ 2,112 Construction - 1.5% Dycom Industries, Inc. * .................................. 1,600 37 Emcor Group, Inc. * ....................................... 2,200 80 Hughes Supply, Inc. ....................................... 1,700 40 Jacobs Engineering Group, Inc. ............................ 800 52 NVR, Inc. * ............................................... 1,200 178 Stanley Works ............................................. 700 29 USG Corp. * ............................................... 1,300 5 ------ 421 Consumer Miscellaneous - 1.6% Central Garden & Pet Co. * ............................... 2,700 26 Concord Camera Corp. * ................................... 900 5 GoTo.com, Inc. * .......................................... 500 10 Herbalife International, Inc. - Cl. A ..................... 1,100 11 Ingram Micro, Inc. - Cl. A * ............................. 2,800 40 JAKKS Pacific, Inc. ....................................... 2,300 43 Nu Skin Enterprises, Inc. - Cl. A * ...................... 2,800 24 Russ Berrie & Co., Inc. ................................... 800 23 Sherwin-Williams Co. ...................................... 2,100 47 Toro Co. .................................................. 4,600 207 ------ 436 Container - 0.2% Chesapeake Corp. .......................................... 2,800 69 Cosmetic & Personal Care - 0.2% Alberto-Culver Co. - Cl. B ................................ 1,600 67 Diversified Operations - 2.3% A.O. Smith Corp. .......................................... 1,400 25 Coherent, Inc. * ......................................... 1,300 47 GenTek, Inc. .............................................. 2,000 11 Henry Schein, Inc. * ..................................... 3,000 120 ITT Industries, Inc. ...................................... 2,400 106 National Service Industries, Inc .......................... 2,300 52 Nortek, Inc. .............................................. 1,200 38 Pittston Brink's Group .................................... 1,200 27 Reynolds & Reynolds Co. - Cl A ............................ 1,600 35 Roper Industries, Inc. .................................... 700 29 SCP Pool Corp. * .......................................... 1,700 59 SPS Technologies, Inc. .................................... 600 28 Viad Corp. ................................................ 1,000 26 W.W. Grainger, Inc. ....................................... 600 25 ------ 628 Electric Power - 3.6% Avista Corp. .............................................. 2,100 42 CMS Energy Corp. .......................................... 2,100 58 El Paso Electric Co. ...................................... 2,500 40 Energy East Corp. ......................................... 5,100 107 NiSource, Inc. ............................................ 1,900 52 PPL Corp. ................................................. 3,500 193 Public Service Co. of New Mexico .......................... 2,800 90 Puget Energy, Inc. ........................................ 3,400 89 RGS Energy Group, Inc. .................................... 2,700 101 UtiliCorp United, Inc. .................................... 7,200 220 ------ 992 Electrical Equipment - 0.8% Anixter International, Inc. ............................... 2,100 64 Mettler-Toledo International, Inc. * ...................... 600 26 Pentair, Inc. ............................................. 700 24 The Genlyte Corp. * ....................................... 2,200 68 Universal Electronics, Inc. ............................... 1,300 23 Zygo Corp.* ............................................... 1,200 27 ------ 232 Electronic Components - 0.1% Centiillium Communications, Inc ........................... 900 22 Electronic Products & Services - 5.3% Aeroflex, Inc. * .......................................... 800 8 Alliance Semiconductor Corp. * ............................ 800 10 Alliant Energy Corp. ...................................... 1,800 52 Amphenol Corp. - Cl. A * .................................. 1,900 76 Anaren Micro Circuits, Inc. * ............................. 400 8 Audiovox Corp. - Cl. A * .................................. 1,200 13 Avnet, Inc. ............................................... 3,144 70 Ball Corp. ................................................ 1,800 86 BEI Technologies, Inc. .................................... 900 24 Benchmark Electronics, Inc. * ............................. 600 15 Cabot Microelectronics Corp. .............................. 664 41 Checkpoint Systems, Inc. * ............................... 600 11 Cirrus Logic, Inc. * ..................................... 1,000 23 CyberOptics Corp. * ....................................... 900 11 Cytyc Corp. * ............................................. 3,100 71 Elantec Semiconductor, Inc. * ............................. 400 14 Electro Scientific Industries, Inc. * ..................... 900 34 Emulex Corp. * ........................................... 900 36 Entrust Technologies, Inc. * .............................. 600 4 Exar, Corp. * ............................................. 800 16 FEI Co.* .................................................. 900 37 General Semiconductor, Inc. ............................... 300 3 Generale Cable Corp. ...................................... 3,700 69 II-VI, Inc. * ............................................. 1,000 18 Keithley Instruments, Inc. ................................ 1,400 30 Lam Research Corp. * ..................................... 2,000 59 Lattice Semiconductor Corp. * ............................. 1,200 29 Microsemi Corp. ........................................... 600 43 Molecular Devices, Corp.* ................................. 300 6 Moog, Inc. - Cl. A * ..................................... 1,000 39 MRV Communications, Inc. * ................................ 1,500 14 Newport Corp. ............................................. 900 24 Park Electrochemical Corp. ................................ 800 21 PerkinElmer, Inc. ......................................... 3,600 99 Pioneer Standard Electronics, Inc ......................... 2,200 28 QLogic Corp. * ........................................... 1,300 84 153 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Electronic Products & Services - Continued Rogers Corp. .............................................. 600 $ 16 Rudolph Technologies, Inc. ................................ 500 24 Sensormatic Electronics Corp. * ........................... 1,200 20 Standard Microsystems Corp. ............................... 2,400 43 Tektronix, Inc. ........................................... 3,200 87 TranSwitch Corp. * ....................................... 800 9 Trimble Navigation, Ltd. * ................................ 300 6 Vicor Corp. * ............................................. 800 13 Woodhead Industries, Inc. ................................. 1,300 22 ------ 1,466 Energy - Alternative Source - 0.8% Covanta Energy Corp. ...................................... 2,400 45 Massey Energy Co. ......................................... 4,200 83 Woodward Governor Co. ..................................... 1,200 101 ------ 229 Engineering & Construction - 0.1% York International Corp. .................................. 1,000 35 Financial Services - 2.0% Advanta Corp. - Cl. A ..................................... 1,600 26 Ameritrade Holding Corp. * ............................... 1,300 10 BlackRock, Inc.* .......................................... 2,300 79 Eaton Vance Corp. * ....................................... 1,700 59 First Tennessee National Corp. ............................ 1,800 63 Heller Financial, Inc. .................................... 2,700 108 Pacific Century Financial Corp ............................ 1,300 34 S1 Corp. * ............................................... 1,000 14 SEI Investments Co. ....................................... 2,600 123 UIL Holding Corp. ......................................... 500 24 ------ 540 Food, Beverage & Tobacco - 3.1% Brown-Forman Corp. - Cl. B ................................ 1,400 90 Constellation Brands, Inc. - Cl. A * ..................... 1,500 61 Corn Products International, Inc .......................... 1,300 42 Fleming Cos., Inc. ........................................ 1,800 64 IBP, Inc. ................................................. 1,300 33 J.M. Smucker Co. .......................................... 1,400 36 McCormick & Co., Inc. ..................................... 1,400 59 Pepsi Bottling Group, Inc. ................................ 2,200 88 Pilgrims Pride Corp. - Cl. B .............................. 1,300 16 R.J. Reynolds Tobacco Holdings, Inc. * .................... 2,300 126 Smithfield Foods, Inc. * ................................. 4,000 161 Suiza Foods Corp. * ....................................... 1,000 53 SuperValu, Inc. ........................................... 1,700 30 ------ 859 Foreign Governmental - 0.1% Interface, Inc. ........................................... 2,200 17 Health Care Products - 7.3% Abgenix, Inc. * ........................................... 1,000 45 Andrx Corp.* ............................................. 700 54 Applera Corporation - Celera Genomics Group ............... 900 36 Bacou USA, Inc. ........................................... 1,200 34 Barr Laboratories, Inc. * ................................. 500 35 Beckman Coulter, Inc. ..................................... 2,100 86 Bergen Brunswig Corp. - Cl. A ............................. 5,300 102 Bio-Rad Laboratories, Inc. - Cl. A ........................ 1,000 50 C.R. Bard, Inc. ........................................... 1,500 85 Cell Genesys, Inc. * ..................................... 2,500 51 Cephalon, Inc. * ......................................... 500 35 Conmed Corp. .............................................. 1,200 31 COR Therapeutics, Inc. * ................................. 900 27 CuraGen Corp. * ........................................... 500 18 Datascope Corp. * ......................................... 1,000 46 Dentsply International, Inc. .............................. 1,600 71 Diagnostic Products Corp. ................................. 1,200 40 Haemonetics Corp.8 ........................................ 700 21 Hillenbrand Industries, Inc. .............................. 1,200 69 Immunogen, Inc. ........................................... 600 12 Invitrogen Corp. * ....................................... 900 65 King Pharmaceuticals, Inc. * ............................. 1,850 99 Maxim Pharmaceuticals, Inc. * ............................. 700 4 Maxygen, Inc. * ........................................... 500 10 Medicis Pharmaceutical Corp. - Cl. A ...................... 500 27 Millipore Corp. ........................................... 500 31 Myriad Genetics, Inc. * ................................... 500 32 Owens and Minor, Inc. ..................................... 2,700 51 Patterson Dental Co. * ................................... 1,400 42 Perrigo Co. ............................................... 10,100 169 Pharmaceutical Product Development, Inc. * ................ 1,500 46 Pharmacopeia, Inc. * ..................................... 800 19 PolyMedica Corp. * ....................................... 1,000 40 Priority Healthcare Corp. - Cl. B * ...................... 900 25 Protein Design Labs, Inc. * ............................... 400 35 ResMed, Inc. .............................................. 1,500 76 Respironics, Inc. * ....................................... 1,400 42 Sicor, Inc. ............................................... 1,800 42 Steris Corp. .............................................. 2,000 40 Varian Medical Systems, Inc. * ............................ 1,200 86 Varian, Inc. * ........................................... 1,000 32 Vertex Pharmaceuticals, Inc. * ............................ 600 30 Vical, Inc. * ............................................ 1,300 18 ------ 2,009 Health Care Services - 3.9% Albany Molecular Research, Inc ............................ 800 30 AmeriSource Health Corp. - Cl A * ........................ 2,300 127 Apria Healthcare Group, Inc. * ............................ 1,400 40 Beverly Enterprises, Inc. * ............................... 1,700 18 Biosite Diagnostics, Inc. ................................. 900 40 Caremark Rx, Inc. * ....................................... 4,500 74 Coventry Health Care, Inc. * ............................. 1,900 38 Fisher Scientific International, Inc. ..................... 1,200 35 154 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Health Care Services - Continued Health Management Associates, Inc. - Cl. A ................ 1,700 $ 36 Healthnet, Inc. ........................................... 1,800 31 Healthsouth Corp.* ........................................ 4,600 74 Humana, Inc. * ............................................ 3,100 31 Idec Pharmaceuticals Corp. ................................ 2,000 135 Oxford Health Plans, Inc. * ............................... 2,000 57 PacifiCare Health Systems, Inc. * ......................... 2,300 38 St. Jude Medical, Inc. .................................... 2,100 126 Syncor International Corp. * .............................. 1,600 50 Trigon Healthcare, Inc. ................................... 500 33 Universal Health Services, Inc. - Cl. B * ................. 600 27 WebMD Corp. * ............................................. 4,000 28 ------ 1,068 Household Appliances & Furnishings - 0.9% CompX International, Inc.* ................................ 1,000 12 Energizer Holdings , Inc. ................................. 1,800 41 Furniture Brands International, Inc.* ..................... 1,200 34 Lennox International, Inc. ................................ 2,100 23 Mohawk Industries, Inc. * ................................. 1,400 49 Rent-Way, Inc. * .......................................... 1,100 12 Springs Industries, Inc. - Cl A ........................... 1,900 84 ------ 255 Housing - 0.5% American Standard Cos., Inc. .............................. 500 30 D.R. Horton, Inc. ......................................... 1,561 35 Pulte Corp. ............................................... 1,500 64 ------ 129 Insurance - 3.0% American National Insurance Co. ........................... 400 30 Conseco, Inc. ............................................. 2,400 33 Fidelity National Financial, Inc. ......................... 1,410 35 LandAmerica Financial Group, Inc. ......................... 1,400 44 Liberty Financial Companies, Inc. * ....................... 1,700 55 National Western Life Insurance Co. ....................... 500 60 Nationwide Financial Services - Cl. A ..................... 4,900 214 Old Republic International Corp. .......................... 2,900 84 Protective Life Corp. ..................................... 1,300 45 Safeco Corp. .............................................. 2,200 65 Stancorp Financial Group, Inc. ............................ 1,300 61 The Midland Co. ........................................... 900 40 The MONY Group, Inc. ...................................... 1,300 52 ------ 818 Leisure & Recreation - 3.0% Arctic Cat, Inc. .......................................... 1,900 27 Argosy Gaming Co. ......................................... 2,200 61 Aztar Corp. ............................................... 1,900 23 Bally Total Fitness Holding Corp. * ....................... 800 24 Blockbuster, Inc. - Cl. A ................................. 2,300 42 Brunswick Corp. ........................................... 1,000 24 Callaway Golf Co. ......................................... 4,500 71 Dover Downs Entertainment ................................. 1,300 20 Hotel Reservations Network, Inc. - Cl. A .................. 100 5 International Game Technology ............................. 4,000 251 Lodgenet Entertainment Corp. .............................. 1,300 23 MeriStar Hospitality Corp. ................................ 3,700 88 Sabre Group Holdings, Inc. * .............................. 1,900 95 Ticketmaster Online-CitySearch, Inc. - Cl. B * ............ 400 6 Trendwest Resorts, Inc. * ................................. 900 21 WMS Industries, Inc. ...................................... 1,000 32 World Wrestling Federation Entertainment, Inc. ............ 1,300 18 ------ 831 Machinery - 2.7% AGCO Corp. ................................................ 3,500 32 Applied Industrial Technologies, Inc. ..................... 1,800 34 FMC Corp. * ............................................... 1,200 82 Franklin Electric Co., Inc. ............................... 700 53 Imation Corp. * ........................................... 1,000 25 JLG Industries, Inc. ...................................... 2,400 30 Kennametal, Inc. .......................................... 1,700 63 NACCO Industries, Inc. - Cl. A ............................ 900 70 SPX Corp. ................................................. 1,200 150 Stewart & Stevenson Services, Inc. ........................ 900 30 Tecumseh Products Co. - Cl. A ............................. 1,200 60 Thermo Electron Corp. * ................................... 5,600 123 ------ 752 Media - Publishing - 0.5% McClatchy Newspapers, Inc. - Cl. A ........................ 1,700 66 Pulitzer, Inc. ............................................ 1,300 69 ------ 135 Media - TV & Radio - 1.8% Belo Corp. ................................................ 2,700 51 BHC Communications, Inc. - Cl A * ......................... 300 42 Charter Communications, Inc. - Cl. A * .................... 2,200 51 Chris-Craft Industries , Inc. ............................. 300 22 Entercom Communications Corp.* ............................ 900 48 Getty Images, Inc. ........................................ 1,600 42 Grey Global Group, Inc. ................................... 60 40 Hearst-Argyle Television, Inc. * .......................... 1,300 26 Insight Communications Co., Inc. * ........................ 1,600 40 Primedia, Inc. ............................................ 1,902 13 Radio One, Inc. * ......................................... 2,400 55 Westwood One, Inc. * ...................................... 2,100 77 ------ 507 Metal Production & Fabrication - 0.4% Cleveland Cliffs, Inc. .................................... 1,900 35 Commercial Metals Co. ..................................... 1,400 45 Timken Co. ................................................ 2,100 36 ------ 116 155 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Metals & Mining - 0.3% Penn Engineering & Manufacturing Corp. .................... 1,600 28 Precision Castparts Corp. ................................. 500 18 Wolverine Tube, Inc. * .................................... 2,700 45 ------ 91 Natural Gas Distribution - 1.5% Nicor, Inc. ............................................... 1,700 66 Peoples Energy Corp. ...................................... 3,500 141 Southwest Gas Corp. ....................................... 3,800 90 UGI Corp. ................................................. 4,300 116 ------ 413 Oil - 0.3% ONEOK, Inc. ............................................... 4,600 91 Oil & Natural Gas Exploration & Production - 3.4% Equitable Resources, Inc. ................................. 2,900 97 Helmerich & Payne, Inc. ................................... 2,500 77 Kinder Morgan, Inc. ....................................... 1,500 75 Murphy Oil Corp. .......................................... 1,400 103 Patina Oil & Gas Corp. .................................... 800 21 Patterson Uti Energy * .................................... 5,800 104 Pride International, Inc. * ............................... 1,500 28 Rowan Cos., Inc. * ........................................ 1,200 27 Sempra Energy ............................................. 5,000 137 Sunoco, Inc. .............................................. 4,000 146 Tom Brown, Inc. ........................................... 1,300 31 Ultramar Diamond Shamrock Corp ............................ 1,000 47 Valero Energy Corp. ....................................... 700 26 Vintage Petroleum, Inc. ................................... 1,700 32 ------ 951 Oil - Equipment & Service - 0.7% Cooper Cameron Corp. ...................................... 400 22 Marine Drilling Companies, Inc. * ......................... 1,500 29 Smith International, Inc. ................................. 1,900 114 Tidewater, Inc. ........................................... 800 30 ------ 195 Paper & Forest Products - 1.5% Boise Cascade Corp. ....................................... 2,500 88 Louisiana-Pacific Corp. ................................... 3,700 43 Pope & Talbot, Inc. ....................................... 2,100 27 Rayonier, Inc. ............................................ 1,700 79 United Stationers, Inc. * ................................. 1,900 60 Westvaco Corp. ............................................ 4,400 107 ------ 404 Personal & Commercial Lending - 0.9% Countrywide Credit Industries, Inc. ....................... 5,300 243 Pollution Control - 0.8% Allied Waste Industries, Inc. ............................. 6,900 129 Republic Services, Inc. - Cl A ............................ 5,200 103 ------ 232 Precious Metals/Gems/Stones - 0.3% Freeport-McMoRan Copper & Gold, Inc. - Cl. B .............. 4,500 50 Homestake Mining Co. ...................................... 3,800 29 ------ 79 Real Estate Development - 1.1% KB Home ................................................... 1,300 39 Lennar Corp. .............................................. 3,800 159 Standard Pacific Corp. .................................... 1,400 32 The St. Joe Co. ........................................... 2,800 75 ------ 305 Real Estate Investment Trust - 5.1% AMLI Residential Properties Trust ......................... 2,100 52 Arden Realty Group, Inc. .................................. 2,300 61 Avalonbay Communities, Inc. ............................... 2,400 112 Boston Properties, Inc. ................................... 1,700 70 Camden Property Trust ..................................... 600 22 CarrAmerica Realty Corp. .................................. 2,800 85 Centerpoint Properties Corp. .............................. 1,900 95 Chelsea Property Group, Inc. .............................. 800 38 Duke Realty Investments, Inc. ............................. 3,200 80 FelCor Lodging Trust, Inc. ................................ 3,900 91 First Industrial LP * ..................................... 1,400 45 General Growth Properties ................................. 1,700 67 Glenborough Realty Trust, Inc. ............................ 2,800 54 Healthcare Realty Trust, Inc. ............................. 2,400 63 Highwoods Properties, Inc. ................................ 3,800 101 International Rectifier Corp. * ........................... 600 21 Liberty Property Trust .................................... 2,400 71 Mack-Cali Realty Corp. .................................... 2,100 60 Public Storage, Inc. ...................................... 2,100 62 Spieker Properties, Inc. .................................. 1,400 84 Vornado Realty Trust ...................................... 1,800 70 ------ 1,404 Real Estate Operations - 0.3% HomeStore.com, Inc. * ..................................... 900 32 M.D.C. Holdings, Inc. ..................................... 870 31 Security Capital Group, Inc. - Cl. B * .................... 1,000 21 ------ 84 Retail - Department Stores - 2.4% BJ's Wholesale Club, Inc. ................................. 1,200 64 Cato Corp. - Cl. A ........................................ 1,300 25 Dillard's, Inc. - Cl. A ................................... 3,900 59 Dollar Thrifty Automotive Group, Inc.* .................... 2,500 60 Family Dollar Stores, Inc. ................................ 1,200 31 Freds , Inc. .............................................. 1,250 32 Genesco, Inc.* ............................................ 1,300 44 Handleman Co. ............................................. 2,200 37 MSC Industrial Direct Co., Inc. - Cl. A ................... 1,400 24 Payless ShoeSource, Inc. * ................................ 400 26 Pier 1 Imports, Inc. ...................................... 2,600 30 156 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Retail - Department Stores - Continued Rare Hospitality International, Inc.* ..................... 1,450 $ 33 Shopko Stores, Inc. ....................................... 1,100 8 Spiegel, Inc. - Cl. A ..................................... 1,600 15 Talbots, Inc. ............................................. 700 31 Toys "R" Us, Inc. * ....................................... 2,400 59 Value City Department Stores, Inc * ....................... 4,500 52 Venator Group, Inc. ....................................... 2,400 37 ------ 667 Retail - Food - 0.7% Brinker International, Inc. * ............................. 1,550 40 Darden Restaurants, Inc. .................................. 1,500 42 Krispy Kreme Doughnuts, Inc. .............................. 800 32 Landry's Seafood Restaurants, Inc. * ...................... 1,000 17 Lone Star Steakhouse & Saloon ............................. 3,900 50 The Great Atlantic & Pacific Tea Co., Inc. ................ 1,200 18 ------ 199 Shoe & Apparel Manufacturing - 1.0% Columbia Sportswear Co. * ................................. 900 46 Jones Apparel Group, Inc. * ............................... 900 39 Liz Claiborne, Inc. ....................................... 1,600 81 Oakley, Inc. * ............................................ 2,000 37 Reebok International, Ltd. ................................ 1,300 41 Timberland Co. - Cl. A * .................................. 700 28 ------ 272 Steel - 0.6% AK Steel Corp. ............................................ 2,800 35 Carpenter Technology Corp. ................................ 800 23 Remec, Inc. * ............................................. 850 11 Ryerson Tull, Inc. ........................................ 6,700 90 ------ 159 Telecommunication Equipment - 1.1% Andrew Corp. * ............................................ 1,500 28 Cable Design Technologies Corp ............................ 1,650 27 Covad Communications Group, Inc. * ........................ 1,600 2 DMC Stratex Networks, Inc. - Notes * ...................... 2,000 20 Glenayre Technologies, Inc. * ............................. 1,700 2 Harmonic, Inc. * .......................................... 517 5 L-3 Communications Holdings, Corp. * ...................... 1,800 137 NMS Communications Corp. .................................. 700 5 Polycom, Inc. * ........................................... 1,000 23 Somera Communications, Inc. * ............................. 2,400 17 Spectrasite Holdings, Inc. ................................ 1,900 14 Tekelec, Inc. ............................................. 600 16 TriQuint Semiconductor, Inc. * ............................ 700 16 ------ 312 Telecommunication Services - 1.1% Allen Telecom, Inc. ....................................... 1,100 17 Centennial Cellular Corp. - A Shares * .................... 1,500 20 Citizens Communications Co. ............................... 4,400 53 Focal Communications Corp. * ............................. 800 2 Greif Bros. Corp. - Cl. A * ............................... 1,000 30 IDT Corp. * ............................................... 400 5 IDT Corp. Cl. B ........................................... 400 4 Illuminet Holdings, Inc. * ............................... 1,400 44 Inet Technologies, Inc. * ................................. 200 2 Leap Wireless International, Inc. * ....................... 500 15 Metricom, Inc. * ......................................... 400 1 Pac-West Telecomm, Inc.* .................................. 1,300 3 RCN Corp. * ............................................... 400 2 TeleCorp PCS, Inc. * ..................................... 900 17 Travelocity.com * ......................................... 300 9 Triton PCS, Inc. - Cl. A .................................. 800 33 WEST Corp. ................................................ 1,600 35 Winstar Communications, Inc. * ............................ 1,900 ------ 292 Telephone - 0.3% CenturyTel, Inc. .......................................... 3,000 91 Talk America Holdings, Inc. ............................... 800 1 ------ 92 Transportation Services - 1.5% America West Holdings Corp. - Cl. B * .................... 1,300 13 Arkansas Best Corp. ....................................... 1,400 32 CNF Transportation, Inc. .................................. 1,200 34 Expeditors International of Washington, Inc. .............. 1,200 72 Frontier Airlines, Inc. * ................................. 2,400 30 Landstar Systems, Inc. .................................... 300 20 Roadway Express, Inc. ..................................... 1,800 43 UAL Corp. ................................................. 2,200 77 USFreightways Corp. ....................................... 1,000 30 Wabtec Corp. .............................................. 2,200 33 Yellow Corp. * ........................................... 1,700 32 ------ 416 ------ TOTAL COMMON STOCK- 97.8% 27,091 ------ RIGHTS Bank - 0.0% Bank United Corp. expires 02/12/01 .......................................... 900 0 TOTAL RIGHTS- 0.0% 0 ------ 157 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL/MID CAP CORE FUND Market Name of Issuer Shares Value (000's) SHORT-TERM INVESTMENTS - 1.1% Investment in joint repurchase agreement with Goldman Sachs & Co., 4.11% due 07/02/01. (Secured by various U.S. Treasury obligations and U.S. Government Agency Bonds) $ 300 $ 300 -------- -------- TOTAL INVESTMENTS- 98.9% 27,391 Other Assets & Liabilities, Net- 1.1% 298 -------- -------- NET ASSETS- 100.0% $27,689 ======== ======== * Non-income producing security. See notes to financial statements. 158 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Apparel - 0.6% Unifi, Inc. ............................................... 43,700 $ 371 Auto & Truck Parts - 1.3% Modine Manufacturing Co. .................................. 12,500 345 TBC Corp* ................................................. 43,800 419 ------- 764 Bank - 5.4% Community First Bankshares, Inc ...................................................... 37,500 862 First Republic Bank * ..................................... 30,900 757 Silicon Valley Bancshares* ................................ 26,300 579 Texas Regional Bancshares, Inc ............................ 24,100 971 ------- 3,169 Business Services - 3.5% Electro Rent Corp. * ...................................... 68,800 1,122 G&K Services, Inc. - Cl. A ................................ 18,800 506 McGrath Rentcorp .......................................... 18,000 434 ------- 2,062 Chemical - 1.9% Airgas, Inc. * ............................................ 46,900 558 Arch Chemicals, Inc. ...................................... 25,000 546 ------- 1,104 Computer Software & Services - 2.3% Analysts International Corp. .............................. 18,700 84 Packeteer, Inc. * ......................................... 28,100 352 Progress Software Corp.* .................................. 34,400 557 SPSS, Inc. * .............................................. 21,900 346 ------- 1,339 Construction - 3.9% Florida Rock Industries, Inc. ............................. 8,800 413 Insituform Technologies, Inc. - Cl. A * ................... 50,000 1,825 U.S. Aggregates, Inc. * ................................... 37,500 50 ------- 2,288 Consumer Miscellaneous - 0.8% CSS Industires, Inc. * .................................... 18,700 482 Container - 2.1% Ivex Packaging Corp. * .................................... 40,600 771 Liqui-Box Corp. ........................................... 11,200 437 ------- 1,208 Diversified Operations - 8.3% Ameron International Corp. ................................ 4,400 294 AptarGroup, Inc. .......................................... 22,500 730 Culp, Inc. ................................................ 21,900 98 Dal Tile International , Inc. ............................. 25,100 465 Dan River Inc. * .......................................... 62,500 169 Deltic Timber Corp. ....................................... 13,300 383 Landauer, Inc ............................................. 12,500 375 Layne Christensen Co. * ................................... 18,800 160 Mathews International Corp.* .............................. 25,000 1,099 Myers Industries, Inc. .................................... 22,700 343 Packaged Ice, Inc. * ..................................... 53,100 114 SCP Pool Corp. * ......................................... 18,700 644 ------- 4,874 Electric Power - 0.3% West Hampshire Energy Services, Inc. ...................... 10,500 199 Electronic Products & Services - 4.6% Analogic Corp. ............................................ 17,500 797 Brooks Automation, Inc. * ................................. 15,600 719 Littelfuse, Inc. * ....................................... 21,900 587 Methode Electronics, Inc. - Cl. A ......................... 21,900 188 Stratos Lightwave, Inc. ................................... 31,229 406 ------- 2,697 Energy - Alternative Source - 1.7% Woodward Governor Co. ..................................... 11,800 995 Financial Services - 5.2% Allied Capital Corp. ...................................... 37,500 868 American Capital Strategies, Ltd .......................... 21,900 614 First Financial Fund Inc. * ............................... 47,000 619 Triad Guaranty, Inc. * ................................... 22,900 916 ------- 3,017 Food, Beverage & Tobacco - 0.9% American Italian Pasta Co. * ............................. 8,000 371 International Multifoods Corp. ............................ 6,200 129 ------- 500 Health Care Products - 3.7% Bone Care International, Inc.* ........................... 37,500 994 Owens and Minor, Inc. ..................................... 43,700 830 Sola International, Inc.* ................................. 25,000 353 ------- 2,177 Household Appliances / Furnishings - 1.8% Aaron Rents, Inc. ......................................... 31,300 532 Stanley Furniture Co., Inc. ............................... 20,000 538 ------- 1,070 Housing - 0.9% Skyline Corp. ............................................. 18,700 509 Insurance - 5.1% Brown & Brown ............................................. 50,000 2,100 Markel Corp. * ........................................... 3,100 609 Presidential Life Corp. ................................... 12,500 280 ------- 2,989 Insurance - Property & Casualty - 0.7% Proassurance Corp. ........................................ 25,000 431 Machinery - 3.1% Franklin Electric Co., Inc. ............................... 7,500 569 IDEX Corp. ................................................ 15,600 530 159 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL CAP VALUE FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Machinery - Continued Thomas Industries, Inc. ................................... 25,000 $ 738 ------- 1,837 Media - TV & Radio - 1.4% Saga Communications, Inc. - Cl. A* ........................ 29,200 693 Sinclair Broadcast Group, Inc. ............................ 14,400 149 ------- 842 Natural Gas Distribution - 0.7% Vectren Corp. ............................................. 20,000 414 Oil - 1.9% Newpark Resources, Inc. * ................................. 37,500 416 Tetra Technologies, Inc. * ................................ 28,100 687 ------- 1,103 Oil - Equipment & Service - 1.8% Carbo Ceramics, Inc. ...................................... 15,000 556 Lone Star Technologies, Inc.* ............................. 14,100 510 ------- 1,066 Oil & Natural Gas Exploration & Production - 6.6% Atwood Oceanics, Inc. * ................................... 9,400 330 Chieftan International, Inc. * ............................ 28,100 808 Forest Oil Corp. * ........................................ 20,600 577 HS Resources, Inc. * ...................................... 4,900 318 Penn Virginia Corp. ....................................... 18,800 618 XTO Energy, Inc. .......................................... 84,400 1,211 ------- 3,862 Paper & Forest Products - 1.0% Wausau-Mosinee Paper Corp. ................................ 43,800 565 Real Estate Investment Trust - 6.4% Apartment Investment & Management Co. ..................... 6,200 299 Glenborough Realty Trust, Inc. ............................ 37,500 724 Innkeepers USA Trust ...................................... 37,500 449 JP Realty, Inc. ........................................... 25,000 612 Kilroy Realty Corp. ....................................... 15,600 454 LaSalle Hotel Properties .................................. 31,200 556 Sun Communities, Inc. ..................................... 18,700 661 ------- 3,755 Real Estate Operations - 0.4% The IT Group, Inc. * ...................................... 36,000 229 Retail - Department Stores - 7.5% Casey's General Stores, Inc. .............................. 37,500 488 Freds , Inc. .............................................. 35,150 905 Hancock Fabrics, Inc. ..................................... 25,000 224 Haverty Furniture Co., Inc. ............................... 50,000 748 Rare Hospitality International, Inc. * .................................... 37,500 847 Ruby Tuesday, Inc. ........................................ 68,800 1,176 ------- 4,388 Shoe & Apparel Manufacturing - 1.1% Stein Mart, Inc.* ......................................... 62,500 646 Steel - 1.0% Gibraltar Steel Corp. ..................................... 28,100 551 Telecommunication Equipment - 0.5% UTI Worlwide, Inc. ........................................ 17,000 271 Telephone - 2.5% Black Hills Corp. ......................................... 11,200 450 Cleco Corp. ............................................... 28,700 653 Otter Tail Power Co. ...................................... 12,600 350 ------- 1,453 Transportation Services - 2.2% Hub Group Inc. * .......................................... 13,200 172 Landstar Systems, Inc. .................................... 11,300 769 Midwest Express Holdings, Inc.* ........................... 20,600 357 ------- 1,298 ------- TOTAL COMMON STOCK- ............................ 93.1% 54,525 ------- Par Value (000's) SHORT-TERM INVESTMENTS Investments in joint trading account - 5.0% Investments in joint trading account 3.97% due 07/02/01 $ 2,911 2,911 U.S. Treasury Bills - 1.8% U.S. Treasury Bills 3.49% due 12/06/01 # .................. 1,100 1,083 ------- ------- TOTAL SHORT-TERM INVESTMENTS- 6.8% 3,994 ------- ------- TOTAL INVESTMENTS- 99.9% 58,519 Other Assets & Liabilities, Net- 0.1% 54 ------- ------- NET ASSETS- 100.0% $58,573 ======= ======= * Non-income producing security. # All or a portion of the principle amount of this security was pledged to cover initial margin requirements for open future contracts. See notes to financial statements. 160 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- REAL ESTATE EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Leisure & Recreation - 4.7% Hilton Hotels Corp. ...................................... 10,900 $ 126 MeriStar Hospitality Corp. ............................... 93,050 2,210 Starwood Hotels & Resorts Worldwide Inc. ................. 141,600 5,279 -------- 7,615 Real Estate - 0.7% Weingarten Realty Investors .............................. 24,800 1,087 Real Estate Development - 1.7% Catellus Development Corp.* .............................. 96,700 1,687 The Macerich Co. ......................................... 44,300 1,099 -------- 2,786 Real Estate Investment Trust - 88.6% Alexandria Real Estate ................................... 19,700 784 AMB Property Corp. ....................................... 119,400 3,076 AMLI Residential Properties Trust ........................ 50,700 1,247 Apartment Investment & Management Co. .................... 51,500 2,482 Archstone Communities Trust .............................. 219,800 5,667 Arden Realty Group, Inc. ................................. 137,200 3,663 Avalonbay Communities, Inc. .............................. 184,045 8,604 Boston Properties, Inc. .................................. 151,100 6,180 BRE Properties, Inc. ..................................... 51,200 1,551 Brookfield Properties Corp. .............................. 176,300 3,369 Cabot Industrial Trust .................................. 29,300 615 Camden Property Trust .................................... 62,000 2,275 CarrAmerica Realty Corp. ................................. 158,300 4,828 CBL & Associates Properties, Inc. ........................ 59,200 1,817 Centerpoint Properties Corp. ............................. 19,450 976 Charles E. Smith Residential Realty, Inc. ................ 95,600 4,794 Chateau Communities, Inc. ................................ 75,900 2,383 Cousins Properties, Inc. ................................. 77,250 2,074 Duke Realty Investments, Inc. ............................ 97,739 2,429 Equity Office Properties Trust ........................... 369,693 11,693 Equity Residential Properties Trust ...................... 147,300 8,330 Essex Property Trust, Inc. ............................... 65,500 3,246 Federal Realty Investment Trust .......................... 142,800 2,962 FelCor Lodging Trust, Inc. ............................... 88,500 2,071 First Industrial LP * .................................... 33,800 1,086 Frontline Capital Group .................................. 118,800 178 General Growth Properties ................................ 40,700 1,602 Host Marriott Corp. ...................................... 312,500 3,913 Kimco Realty Corp. ....................................... 50,000 2,368 Koger Equity, Inc. * ..................................... 10,400 172 Liberty Property Trust ................................... 81,200 2,404 Mack-Cali Realty Corp. ................................... 23,600 672 Manufactured Home Communities, Inc. ...................... 65,100 1,829 Pacific Gulf Properties, Inc. ............................ 22,300 109 Post Properties, Inc. .................................... 9,700 367 Prentiss Properties Trust ................................ 65,850 1,732 Prologis Trust ........................................... 156,659 3,559 PS Business Parks, Inc. .................................. 18,500 518 Public Storage, Inc. ..................................... 204,000 6,049 Reckson Associates Realty Corp. .......................... 7,700 177 Regency Centers Corp. .................................... 50,450 1,281 Shurgard Storage Centers, Inc. ........................... 22,000 688 Simon Property Group, Inc. ............................... 235,800 7,067 SL Green Realty Corp. .................................... 40,300 1,222 Spieker Properties, Inc. ................................. 132,400 7,937 Storage USA, Inc. ........................................ 10,000 360 Summit Properties, Inc. .................................. 14,900 400 Sun Communities, Inc. .................................... 500 18 Taubman Centers, Inc. .................................... 35,000 490 Trizec Hahn Corp. ........................................ 149,000 2,710 Vornado Realty Trust ..................................... 130,400 5,091 Washington Real Estate Investment Trust .................. 35,200 832 Wyndham International, Inc. .............................. 137,500 344 -------- 142,291 Real Estate Operations - 1.6% Rouse Co. ................................................ 89,200 2,556 -------- TOTAL COMMON STOCK- 97.3% 156,335 -------- Par Value (000's) SHORT-TERM INVESTMENTS - 2.1% Investment in joint trading account 3.97% due 07/02/01 ..................................... $ 3,401 3,401 --------- -------- TOTAL INVESTMENTS- 99.4% 159,736 Other Assets & Liabilities, Net- 0.6% 893 --------- -------- NET ASSETS- 100.0% $160,629 ========= ======== * Non-income producing security. See notes to financial statements. 161 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- GROWTH & INCOME FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 1.8% Boeing Co. ........................................... 146,300 $ 8,134 General Dynamics Corp. ............................... 266,000 20,697 United Technologies Corp. ............................ 277,800 20,352 --------- 49,183 Auto & Truck Parts - 0.3% Lear Corp. * ........................................ 244,000 8,516 Automobile - 0.9% Ford Motor Co. ....................................... 600,000 14,730 General Motors Corp. - Cl. H ......................... 506,658 10,260 --------- 24,990 Bank - 5.0% Bank of America Corp. ................................ 340,000 20,410 Bank of New York Co., Inc. ........................... 121,100 5,813 Comerica, Inc. ....................................... 232,800 13,409 Fifth Third Bancorp .................................. 107,900 6,479 FleetBoston Financial Corp. .......................... 226,600 8,939 JP Morgan Chase & Co. ................................ 400,000 17,840 Mellon Financial Corp. ............................... 341,400 15,705 State Street Corp. ................................... 53,600 2,653 US Bancorp ........................................... 1,236,000 28,169 Washington Mutual, Inc. .............................. 565,200 21,223 --------- 140,640 Brokerage & Investment Management - 0.4% Charles Schwab Corp. ................................. 3,900 60 Goldman Sachs Group, Inc. ............................ 45,900 3,938 Morgan Stanley, Dean Witter, Discover & Co. ...................................... 128,300 8,241 --------- 12,239 Chemical - 1.8% Air Products & Chemicals, Inc ................................................. 298,700 13,666 Dow Chemical Co. ..................................... 428,500 14,248 E.I. du Pont de Nemours & Co .................................................. 125,230 6,041 Praxair, Inc. ........................................ 346,200 16,271 --------- 50,226 Commercial Services - 0.9% Avery Dennison Corp. ................................. 219,400 11,200 Concord EFS, Inc. .................................... 150,600 7,833 Omnicom Group, Inc. .................................. 22,400 1,926 TMP Worldwide, Inc. .................................. 60,800 3,648 --------- 24,607 Computer Equipment - 6.0% Brocade Communications Systems, Inc. ....................................... 55,800 2,455 Dell Computer Corp. * ................................ 921,600 24,100 EMC Corp. ............................................ 115,100 3,344 Gateway, Inc. ........................................ 144,100 2,370 Intel Corp. .......................................... 2,077,100 60,755 International Business Machines Corp. ...................................... 418,600 47,302 Lexmark International Group, Inc. - Cl. A ........................................ 265,400 17,848 McData Corp. ......................................... 154,100 2,704 Veritas Software Corp.* .............................. 105,500 7,019 --------- 167,897 Computer Software & Services - 8.2% Adobe Systems, Inc. .................................. 183,100 8,606 Cadence Design Systems, Inc. ......................... 386,200 7,195 Check Point Software Technologies, Ltd. * ................................ 105,200 5,320 Electronic Data Systems Corp. * ............................................. 283,400 17,712 First Data Corp. ..................................... 192,900 12,394 Fiserv, Inc. ......................................... 156,100 9,987 Micromuse, Inc. * .................................... 119,200 3,336 Microsoft Corp. ...................................... 1,808,900 132,050 Oracle Corp.* ........................................ 886,000 16,834 Parametric Technology Corp. .......................... 42,400 593 Peoplesoft, Inc. ..................................... 109,900 5,410 Siebel Systems, Inc. * ............................... 112,000 5,253 SunGard Data Systems, Inc. ........................... 181,700 5,453 --------- 230,143 Consumer Miscellaneous - 0.7% Black & Decker Corp. ................................. 305,700 12,063 Harley-Davidson, Inc. ................................ 147,100 6,925 --------- 18,988 Cosmetic & Personal Care - 1.6% Avon Products, Inc. .................................. 244,100 11,297 Colgate-Palmolive Co. ................................ 164,900 9,727 Procter & Gamble Co. ................................. 176,000 11,229 Unilever NV - NY Shares .............................. 217,700 12,968 --------- 45,221 Diversified Operations - 8.1% Amgen, Inc. .......................................... 150,700 9,144 Danaher Corp. ........................................ 193,500 10,836 General Electric Co. ................................. 3,401,330 165,815 Tyco International, Ltd. ............................. 774,800 42,227 --------- 228,022 Electric Power - 2.0% Allegheny Energy, Inc. ............................... 241,800 11,667 Duke Energy Co. ...................................... 400,000 15,604 Exelon Corp. ......................................... 335,500 21,512 Mirant Corp. ......................................... 194,400 6,687 --------- 55,470 Electrical Equipment - 0.2% Best Buy Co., Inc. ................................... 106,800 6,784 162 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- GROWTH & INCOME FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - Continued Electronic Components - 0.1% Electronic Arts, Inc. ................................. 28,400 $ 1,644 Electronic Products & Services - 4.9% Analog Devices, Inc. .................................. 232,400 10,051 Applera Corporation - Applied Biosystems Group ........ 86,700 2,319 Applied Materials, Inc. * ............................. 357,300 17,544 Applied Micro Circuits Corp. * ........................ 133,900 2,303 Celestica, Inc. ....................................... 49,300 2,539 Cisco Systems, Inc. ................................... 1,483,100 26,992 Emulex Corp. .......................................... 78,800 3,184 Integrated Device Technology, Inc. .................... 55,800 1,768 KLA-Tencor Corp.* ..................................... 237,363 13,879 LSI Logic Corp. ....................................... 350,000 6,580 Marvell Technology Group, Ltd. * ...................... 140,600 3,782 Maxim Integrated Products, Inc. * ..................... 262,432 11,602 Sanmina Corp. * ....................................... 114,200 2,673 Tektronix, Inc. ....................................... 288,900 7,844 Texas Instruments, Inc. ............................... 476,500 15,010 Xilinx, Inc. * ........................................ 219,300 9,044 --------- 137,114 Energy - Alternative Source - 0.3% El Paso Corp. ......................................... 155,900 8,191 Financial Services - 0.7% Providian Financial Corp. * ........................... 120,000 7,104 Stillwell Financial, Inc. ............................. 362,500 12,165 --------- 19,269 Food, Beverage & Tobacco - 3.4% Anheuser-Busch Cos., Inc. ............................. 247,200 10,185 Coca-Cola Co. ......................................... 300,000 13,500 Kraft Foods, Inc. CL A ................................ 163,800 5,078 Pepsi Bottling Group, Inc. ............................ 6,900 277 PepsiCo, Inc. ......................................... 549,800 24,301 Philip Morris Cos., Inc. .............................. 837,900 42,523 --------- 95,864 Health Care Products - 12.5% Abbott Laboratories ................................... 308,000 14,787 Allergan, Inc. ........................................ 132,500 11,329 American Home Products Corp. .......................... 608,200 35,543 Andrx Corp. * ......................................... 32,300 2,487 Bristol-Myers Squibb Co. .............................. 436,000 22,803 Eli Lilly & Co. ....................................... 112,400 8,318 Forest Laboratories, Inc. * ........................... 31,000 2,201 Genetech, Inc. * ...................................... 104,000 5,731 Ivax Corp. ............................................ 61,650 2,404 Johnson & Johnson ..................................... 1,057,704 52,885 King Pharmaceuticals, Inc. * .......................... 64,500 3,467 MedImmune, Inc. * ..................................... 108,900 5,140 Medtronic, Inc. ....................................... 173,600 7,987 Merck & Co., Inc. ..................................... 493,100 31,514 Pfizer, Inc. .......................................... 2,726,300 109,188 Pharmacia Corp. ....................................... 181,700 8,349 Schering-Plough Corp. ................................. 570,100 20,661 UnitedHealth Group, Inc. .............................. 105,700 6,527 --------- 351,321 Health Care Services - 0.7% Lincare Holdings, Inc. ................................ 137,400 4,123 Tenet Healthcare Corp. ................................ 130,000 6,707 Trigon Healthcare, Inc. ............................... 144,700 9,384 --------- 20,214 Insurance - 4.1% American International Group, Inc. .................... 407,500 35,045 Hartford Financial Services Group, Inc. .......................................... 349,600 23,913 Lincoln National Corp. ................................ 412,200 21,331 St. Paul Cos., Inc. ................................... 381,100 19,318 Torchmark, Inc. ....................................... 210,100 8,448 XL Capital, Ltd. - Cl. A .............................. 78,900 6,478 --------- 114,533 Leisure & Recreation - 0.2% Sabre Group Holdings, Inc. ............................ 100,000 5,000 Media - TV & Radio - 5.2% AOL Time Warner, Inc. * ............................... 1,636,250 86,722 BEA Systems, Inc. ..................................... 148,100 4,548 Clear Channel Communications, Inc. .................... 229,700 14,402 The Walt Disney Co. ................................... 487,300 14,078 Viacom, Inc. - Cl. B * ................................ 489,299 25,321 --------- 145,071 Metals & Mining - 0.8% Minnesota Mining & Manufacturing Co. .................................... 197,100 22,489 Natural Gas Distribution - 0.9% Enron Corp. ........................................... 509,900 24,985 Oil - 1.5% Baker Hughes, Inc. .................................... 300,000 10,050 Royal Dutch Petroleum Co. - NY Shares ................. 540,100 31,472 --------- 41,522 Oil & Natural Gas Exploration & Production - 4.3% Chevron Corp. ......................................... 174,000 15,747 Exxon Mobil Corp. ..................................... 842,870 73,625 Kerr-McGee Corp. ...................................... 168,200 11,147 Transocean Sedco Forex, Inc. .......................... 50,450 2,081 USX-Marathon Group .................................... 572,500 16,894 --------- 119,494 163 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- GROWTH & INCOME FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Paper & Forest Products - 0.4% Kimberly-Clark Corp. ................................ 203,000 $ 11,348 Personal & Commercial Lending - 2.9% Citigroup, Inc. ..................................... 1,549,000 81,849 Real Estate Operations - 0.1% HomeStore.com, Inc. ................................. 39,800 1,391 Retail - Department Stores - 7.4% Abercrombie & Fitch Co. ............................. 197,700 8,798 Bed Bath & Beyond, Inc. * ........................... 300,500 9,376 Home Depot, Inc. .................................... 559,600 26,049 Kohl's Corp. ........................................ 393,500 24,684 Lowe's Cos., Inc. ................................... 402,766 29,221 May Department Stores Co. ........................... 271,100 9,288 Talbots, Inc. ....................................... 128,000 5,600 Target Corp. ........................................ 338,300 11,705 TJX Cos., Inc. ...................................... 499,100 15,906 Wal-Mart Stores, Inc. ............................... 1,348,900 65,826 ---------- 206,453 Retail - Drug Stores - 0.6% CVS Corp. ........................................... 263,900 10,187 Rite Aid Corp. ...................................... 15,000 135 Walgreen Co. ........................................ 210,700 7,182 ---------- 17,504 Retail - Food - 0.2% Starbucks Corp. * ................................... 210,700 4,846 Telecommunication Equipment - 2.6% Ciena Corp. * ....................................... 96,900 3,682 Comverse Technology, Inc. ........................... 219,400 12,528 Linear Technology Corp. ............................. 339,700 15,022 Micron Technology, Inc. ............................. 181,100 7,443 Nokia Oyj - ADR ..................................... 200,000 4,408 Qualcomm, Inc. * .................................... 382,000 22,339 RF Micro Devices, Inc. .............................. 105,000 2,832 Scientific-Atlanta, Inc. * .......................... 76,200 3,094 Sonus Networks, Inc. * .............................. 99,200 2,317 ---------- 73,665 Telecommunication Services - 3.2% Broadwing, Inc. ..................................... 452,100 11,054 EchoStar Communications Corp. - Cl. A* ..................................... 195,400 6,335 Sprint PCS (PCS Group) * ............................ 809,500 19,549 Verizon Communications .............................. 971,600 51,981 ---------- 88,919 Telephone - 2.3% AT&T Corp. - Liberty Media Group - Cl. A ...................................... 704,262 12,318 Qwest Communications International, Inc. ................................ 1,080,300 34,429 SBC Communications, Inc. ............................ 196,800 7,884 Telephone and Data Systems, Inc. .................... 96,500 10,494 ---------- 65,125 U.S. Government Agencies - 1.4% Federal National Mortgage Assoc. .................... 471,900 40,182 ---------- TOTAL COMMON STOCK- 98.6% 2,760,919 ---------- Par Value (000's) SHORT-TERM INVESTMENTS Investment in joint trading account - 1.6% Investments in joint trading account 3.97% due 07/02/01 ................................. $ 45,184 45,184 Shares Cash Equivalents - 0.4% Navigator Securities Lending Prime Portfolio ** 9,944,668 9,945 ---------- ---------- TOTAL SHORT-TERM INVESTMENTS 2.0% 55,129 ---------- ---------- TOTAL INVESTMENTS- 100.6% 2,816,048 Other Assets & Liabilities, Net- (0.6)% (16,058) ---------- ---------- NET ASSETS- 100.0% $2,799,990 ========== ========== ADR-american Depository Receipts. * Non-income producing security. ** Represents investment of security lending collateral. See notes to financial statements. 164 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- MANAGED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 1.0% General Dynamics Corp. (US) ............................. 120,200 $ 9,353 United Technologies Corp. (US) .......................... 233,660 17,118 -------- 26,471 Auto & Truck Parts - 0.3% Lear Corp. (US) ......................................... 144,500 5,043 Visteon Corp. (US) ...................................... 212,400 3,904 -------- 8,947 Automobile - 0.8% AutoNation, Inc. (US) ................................... 99,300 1,152 Ford Motor Co. (US) ..................................... 309,000 7,586 General Motors Corp. (US) ............................... 82,000 5,277 General Motors Corp. - Cl. H (US) ....................... 438,100 8,871 -------- 22,886 Bank - 3.9% Bank of America Corp. (US) .............................. 347,500 20,860 Bank of New York Co., Inc. (US) ......................... 85,100 4,085 Bank One Corp. (US) ..................................... 120,000 4,296 Comerica, Inc. (US) ..................................... 159,600 9,193 FleetBoston Financial Corp. (US) ........................ 143,900 5,677 JP Morgan Chase & Co. (US) .............................. 269,400 12,015 Mellon Financial Corp. (US) ............................. 139,524 6,418 TCF Financial Corp. (US) ................................ 100,000 4,631 US Bancorp (US) ......................................... 699,600 15,944 Washington Mutual, Inc. (US) ............................ 616,800 23,161 -------- 106,280 Business Services - 0.1% Interpublic Group Cos., Inc. (US) ....................... 59,200 1,738 Robert Half International, Inc. (US) .................... 61,000 1,518 -------- 3,256 Chemical - 1.5% Air Products & Chemicals, Inc. (US) ..................... 224,632 10,277 Dow Chemical Co. (US) ................................... 539,900 17,952 E.I. du Pont de Nemours & Co. (US) ...................... 76,500 3,690 Praxair, Inc. (US) ...................................... 196,200 9,221 -------- 41,140 Commercial Services - 1.0% Avery Dennison Corp. (US) ............................... 108,500 5,539 Concord EFS, Inc. (US) .................................. 83,700 4,353 Omnicom Group, Inc. (US) ................................ 147,100 12,651 Quintiles Transnational Corp. (US) ...................... 111,500 2,815 R.R. Donnelley & Sons Co. (US) .......................... 108,200 3,214 -------- 28,572 Computer Equipment - 3.1% Brocade Communications Systems, Inc. (US) ............... 22,300 981 Compaq Computer Corp. (US) .............................. 63,000 976 Dell Computer Corp. (US) ................................ 383,400 10,026 Hewlett-Packard Co. (US) ................................ 24,800 709 Intel Corp. (US) ........................................ 1,057,400 30,929 International Business Machines Corp. (US) .............. 253,700 28,668 Lexmark International Group, Inc. - Cl. A (US) .......... 190,000 12,778 -------- 85,067 Computer Software & Services - 4.6% Cadence Design Systems, Inc. (US) ....................... 229,400 4,274 CheckFree Corp. (US) .................................... 58,900 2,065 DoubleClick, Inc. (US) .................................. 107,500 1,501 Electronic Data Systems Corp. (US) ...................... 111,500 6,969 First Data Corp. (US) ................................... 186,800 12,002 Intuit, Inc. (US) ....................................... 187,100 7,482 Macromedia, Inc. (US) ................................... 64,900 1,168 Micromuse, Inc. (US) .................................... 58,100 1,626 Microsoft Corp. (US) .................................... 881,300 64,335 NCR Corp. (US) .......................................... 75,000 3,525 Oracle Corp. (US) ....................................... 559,800 10,636 Peoplesoft, Inc. (US) ................................... 30,000 1,477 SunGard Data Systems, Inc. (US) ......................... 169,000 5,072 VeriSign, Inc. (US) ..................................... 33,000 1,980 WebMethods, Inc. (US) ................................... 17,900 379 -------- 124,491 Consumer Miscellaneous - 0.5% Black & Decker Corp. (US) ............................... 185,000 7,300 Clorox Co. (US) ......................................... 122,200 4,136 Dollar General Corp. (US) ............................... 166,100 3,239 -------- 14,675 Cosmetic & Personal Care - 0.8% Avon Products, Inc. (US) ................................ 100,100 4,633 Colgate-Palmolive Co. (US) .............................. 120,000 7,079 Procter & Gamble Co. (US) ............................... 74,508 4,753 Unilever NV - NY Shares (US) ............................ 97,300 5,796 -------- 22,261 Diversified Operations - 4.1% Costco Wholesale Corp. (US) ............................. 115,200 4,733 Danaher Corp. (US) ...................................... 117,200 6,563 General Electric Co. (US) ............................... 1,452,100 70,790 Illinois Tool Works, Inc. (US) .......................... 32,100 2,032 Reynolds & Reynolds Co - Cl. A (US) ..................... 149,400 3,279 Tyco International, Ltd. (US) ........................... 451,300 24,596 -------- 111,993 Electric Power - 1.9% AES Corp. (US) .......................................... 151,900 6,539 Allegheny Energy, Inc. (US) ............................. 135,600 6,543 Calpine Corp. (US) ...................................... 95,100 3,595 Duke Energy Co. (US) .................................... 190,100 7,416 Edison International (US) ............................... 283,000 3,155 Emerson Electric Co. (US) ............................... 63,400 3,836 165 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- MANAGED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Electric Power - Continued Exelon Corp. (US) ..................................... 215,200 $ 13,798 Mirant Corp. (US) ..................................... 85,000 2,924 Northeast Utilities (US) .............................. 150,700 3,127 ---------- 50,933 Electronic Products & Services - 3.2% Agere Systems, Inc. - Cl. A (US) ...................... 245,400 1,841 Agilent Technologies, Inc. (US) ....................... 33,000 1,073 Altera Corp. (US) ..................................... 60,000 1,740 Analog Devices, Inc. (US) ............................. 140,900 6,094 Applera Corporation - Applied Biosystems Group (US) ............................... 216,200 5,783 Applied Materials, Inc. (US) .......................... 198,276 9,735 Applied Micro Circuits Corp. (US) ..................... 110,000 1,892 Bookham Technolgy PLC (US) ............................ 184,900 536 Cisco Systems, Inc. (US) .............................. 767,300 13,965 KLA-Tencor Corp. (US) ................................. 63,000 3,684 LSI Logic Corp. (US) .................................. 200,000 3,760 Maxim Integrated Products, Inc. (US) .................. 88,752 3,924 MIPS Technologies, Inc. - Cl. B (US) .................. 36,100 347 Novellus Systems, Inc. (US) ........................... 60,600 3,441 Philips Electronics NV (US) ........................... 131,000 3,462 PMC-Sierra, Inc. (US) ................................. 59,300 1,842 Tektronix, Inc. (US) .................................. 190,800 5,180 Teradyne, Inc. (US) ................................... 58,600 1,940 Texas Instruments, Inc. (US) .......................... 306,000 9,639 Waters Corp. (US) ..................................... 175,000 4,832 Xilinx, Inc. (US) ..................................... 84,900 3,501 ---------- 88,211 Energy - Alternative Source - 0.6% Dynegy, Inc. - Cl.A (US) .............................. 241,300 11,220 El Paso Corp. (US) .................................... 117,700 6,184 ---------- 17,404 Engineering & Construction - 0.2% Fluor Corp. (US) ...................................... 109,300 4,935 Financial Services - 0.4% Household International, Inc. (US) .................... 75,000 5,003 Stillwell Financial, Inc. (US) ........................ 149,200 5,007 ---------- 10,010 Food, Beverage & Tobacco - 2.8% Anheuser-Busch Cos., Inc. (US) ........................ 193,000 7,952 Archer Daniels Midland Co. (US) ....................... 325,400 4,230 Campbell Soup Co. (US) ................................ 159,300 4,102 Coca-Cola Co. (US) .................................... 143,800 6,471 General Mills, Inc. (US) .............................. 111,000 4,860 Kellogg Co. (US) ...................................... 296,200 8,590 Kraft Foods, Inc. CL A (US) ........................... 132,700 4,114 PepsiCo, Inc. (US) .................................... 282,884 12,503 Philip Morris Cos., Inc. (US) ......................... 426,300 21,635 Sara Lee Corp. (US) ................................... 164,548 3,116 ---------- 77,573 Health Care Products - 8.0% Abbott Laboratories (US) .............................. 110,800 5,320 Allergan, Inc. (US) ................................... 97,100 8,302 American Home Products Corp. (US) ..................... 124,500 7,276 AstraZeneca Group PLC - ADR (US) ...................... 244,300 11,421 Becton, Dickinson & Co. (US) .......................... 42,400 1,517 Bristol-Myers Squibb Co. (US) ......................... 239,500 12,526 Forest Laboratories, Inc. (US) ........................ 121,800 8,648 Genetech, Inc. (US) ................................... 29,200 1,609 Guidant Corp. (US) .................................... 69,400 2,498 Johnson & Johnson (US) ................................ 589,316 29,466 Medtronic, Inc. (US) .................................. 296,300 13,633 Merck & Co., Inc. (US) ................................ 364,800 23,314 Millipore Corp. (US) .................................. 35,200 2,182 Pfizer, Inc. (US) ..................................... 1,724,700 69,074 Pharmacia Corp. (US) .................................. 220,000 10,109 Schering-Plough Corp. (US) ............................ 147,500 5,345 UnitedHealth Group, Inc. (US) ......................... 89,600 5,533 ---------- 217,773 Health Care Services - 0.6% Lincare Holdings, Inc. (US) ........................... 178,000 5,342 Trigon Healthcare, Inc. (US) .......................... 111,900 7,257 Universal Health Services, Inc. - Cl B (US) ........... 89,000 4,049 ---------- 16,648 Insurance - 3.0% Allstate Corp. (US) ................................... 100,000 4,399 American International Group, Inc. (US) ............................................ 194,600 16,736 Cincinnati Financial Corp. (US) ....................... 94,000 3,713 Hartford Financial Services Group, Inc. (US) ................................................. 234,300 16,026 Jefferson-Pilot Corp. (US) ............................ 72,300 3,494 Lincoln National Corp. (US) ........................... 187,600 9,708 St. Paul Cos., Inc. (US) .............................. 197,200 9,996 The PMI Group, Inc. (US) .............................. 35,000 2,543 Torchmark, Inc. (US) .................................. 144,500 5,810 XL Capital, Ltd. - Cl. A (US) ......................... 105,252 8,641 ---------- 81,066 Leisure & Recreation - 0.3% Carnival Corp. (US) ................................... 80,900 2,484 Sabre Group Holdings, Inc. (US) ....................... 105,000 5,250 ---------- 7,734 Media - Publishing - 0.0% Knight-Ridder, Inc. (US) .............................. 9,600 569 Media - TV & Radio - 3.4% Adelphia Communications Corp. ......................... - Cl. A (US) ...................................... 3,800 156 AOL Time Warner, Inc. (US) ............................ 765,750 40,585 Cablevision Systems Corp. (US) ........................ 101,350 2,615 166 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- MANAGED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Media - TV & Radio - Continued Cablevision Systems Corp. - Cl. A (US) .......................................... 135,900 $ 7,950 Charter Communications, Inc. - Cl. A (US) .......................................... 90,700 2,118 Clear Channel Communications, Inc. (US) .......................................... 77,000 4,828 Fox Entertainment Group, Inc. - Cl. A (US) .......................................... 55,000 1,534 The Walt Disney Co. (US) .............................. 345,900 9,993 USA Networks, Inc. (US) ............................... 98,600 2,761 Viacom, Inc. - Cl. B (US) ............................. 385,800 19,965 --------- 92,505 Metals & Mining - 0.7% Alcoa, Inc. (US) ...................................... 208,600 8,219 Minnesota Mining & Manufacturing Co. (US) ............................................. 89,300 10,189 --------- 18,408 Natural Gas Distribution - 0.6% Enron Corp. (US) ...................................... 217,200 10,643 Williams Cos., Inc. (US) .............................. 200,200 6,596 --------- 17,239 Oil - 1.3% Baker Hughes, Inc. (US) ............................... 274,000 9,179 Conoco, Inc. - Cl. A (US) ............................. 151,032 4,259 Royal Dutch Petroleum Co. - NY Shares (US) .................................... 327,180 19,065 Weatherford International, Inc. (US) .................. 52,300 2,510 --------- 35,013 Oil & Natural Gas Exploration & Production - 2.7% Chevron Corp. (US) .................................... 77,600 7,023 Exxon Mobil Corp. (US) ................................ 531,200 46,400 Kerr-McGee Corp. (US) ................................. 50,900 3,373 Kinder Morgan Management LLC SHS (US) ............................................. 33,500 2,295 Shell Transport & Trading Co. (US) .................... 108,100 5,441 Texaco, Inc. (US) ..................................... 32,400 2,158 Unocal Corp. (US) ..................................... 85,000 2,903 USX-Marathon Group (US) ............................... 120,900 3,568 --------- 73,161 Oil - Equipment & Service - 0.1% BJ Services Co. (US) .................................. 90,600 2,571 Paper & Forest Products - 0.3% Kimberly-Clark Corp. (US) ............................. 156,500 8,748 Personal & Commercial Lending - 2.6% Citigroup, Inc. (US) .................................. 961,400 50,801 USA Education, Inc. (US) .............................. 289,100 21,104 --------- 71,905 Real Estate Investment Trust - 0.1% Equity Office Properties Trust (US) ................... 60,000 1,898 Retail - Department Stores - 4.1% Abercrombie & Fitch Co. (US) .......................... 143,100 6,368 Bed Bath & Beyond, Inc. (US) .......................... 198,000 6,178 Circuit City Stores, Inc. (US) ........................ 175,000 3,150 Gap, Inc. (US) ........................................ 51,300 1,488 Home Depot, Inc. (US) ................................. 258,552 12,036 Kohl's Corp. (US) ..................................... 209,100 13,117 Lowe's Cos., Inc. (US) ................................ 330,200 23,956 May Department Stores Co. (US) ........................ 160,700 5,505 Target Corp. (US) ..................................... 272,200 9,418 TJX Cos., Inc. (US) ................................... 239,200 7,623 Wal-Mart Stores, Inc. (US) ............................ 493,800 24,097 --------- 112,936 Retail - Drug Stores - 0.4% CVS Corp. (US) ........................................ 135,800 5,242 Walgreen Co. (US) ..................................... 133,200 4,549 --------- 9,791 Retail - Food - 0.1% McDonald's Corp. (US) ................................. 93,900 2,541 Steel - 0.2% Nucor Corp. (US) ...................................... 92,700 4,532 Telecommunication Equipment - 0.7% Comverse Technology, Inc. (US) ........................ 63,700 3,637 Linear Technology Corp. (US) .......................... 136,900 6,054 Nokia Oyj - ADR (US) .................................. 135,700 2,991 Qualcomm, Inc. (US) ................................... 126,800 7,415 --------- 20,097 Telecommunication Services - 2.1% Broadwing, Inc. (US) .................................. 237,100 5,797 Cox Communications, Inc. - Cl. A (US) ......................................... 44,000 1,949 Sprint PCS (PCS Group) (US) ........................... 530,900 12,821 Verizon Communications (US) ........................... 672,400 35,974 --------- 56,541 Telephone - 1.9% AT&T Corp. (US) ....................................... 230,900 5,080 AT&T Corp. - Liberty Media Group - Cl. A (US) ........................................... 851,300 14,889 AT&T Wireless Group (US) .............................. 280,000 4,578 Qwest Communications International, Inc. (US) ............................................ 536,400 17,095 SBC Communications, Inc. (US) ......................... 177,000 7,091 Sprint Corp. (US) ..................................... 98,400 2,102 --------- 50,835 Transportation Services - 0.4% Canadian National Railway Co. (US) .................... 75,300 3,050 CNF Transportation, Inc. (US) ......................... 1,400 40 167 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- MANAGED FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Transportation Services - Continued Union Pacific Corp. (US) .............................. 138,032 $ 7,579 ---------- 10,669 U.S. Government Agencies - 0.9% Federal National Mortgage Assoc. (US) ................................. 279,300 23,782 ---------- TOTAL COMMON STOCK- ................................. 65.3% 1,782,067 ---------- Par Value (000's) PUBLICLY-TRADED BONDS Aerospace & Defense - 0.1% Lockheed Martin Corp. - Bonds (US) 8.5% due 12/01/29 ..................................... $ 2,943 3,264 Automobile - 0.4% Ford Motor Co. - Bonds (US) 6.625% due 10/01/28 ................................... 13,024 11,234 Hertz Corp. (US) 7.625% due 08/15/07 ................................... 200 207 ---------- 11,441 Bank - 1.2% Bank of America Corp. - Sr. Notes (US) 7.125% due 09/15/06 ................................... 200 209 Bank of America Corp. (US) 7.4% due 01/15/11 ..................................... 4,225 4,390 Bank One Corp. - Notes (US) 6.5% due 02/01/06 ..................................... 700 709 Banponce Financial Corp. - Ser C. (US) 6.58% due 11/25/03 .................................... 8,900 9,097 Capital One Bank - Sr. Notes (US) 6.875% due 02/01/06 ................................... 200 195 Credit Suisse First Boston Mortgage Securities Corp. (US) 7.545% due 04/15/10 ................................... 4,533 4,791 Credit Suisse First Boston, Inc. (US) 7.29% due 09/15/09 .................................... 8,062 8,406 J.P. Morgan & Co., Inc. - Sr. Notes (US) 5.75% due 02/25/04 .................................... 1,000 1,009 JP Morgan Chase & Co. - Sub Notes (US) 6.75% due 02/01/11 .................................... 200 200 Korea Development Bank - Notes (US) 7.125% due 04/22/04 ................................... 4,773 4,916 ---------- 33,922 Brokerage & Investment Management - 0.8% Lehman Brothers Holdings, Inc. - Notes (US) 6.625% due 04/01/04 ................................... 7,010 7,162 7.75% due 01/15/05 .................................... 8,062 8,482 Morgan Stanley Group, Inc. (US) 6.75% due 04/15/11 .................................... 4,850 4,816 Residential Funding and Mortgage Securities Trust II (US) 6.43% due 04/25/16 .................................... 250 248 ---------- 20,708 Computer Equipment - 0.1% International Business Machines Corp. - Notes (US) 5.625% due 04/12/04 ................................... 2,870 2,914 Diversified Operations - 0.0% EOP Operating LP (US) 7.75% due 11/15/07 .................................... 200 208 Electric Power - 0.2% Exelon Corp. Sr Notes (US) 6.75% due 05/01/11 .................................... 3,575 3,519 Progress Energy, Inc. - Sr. Notes (US) 7.1% due 03/01/11 ..................................... 500 507 ---------- 4,026 Electrical Equipment - 0.0% Progress Energy, Inc. - Sr. Notes (US) 7.75% due 03/01/31 .................................... 200 206 Finance - 0.0.% Citibank Credit Card Issuance Trust - Ser. 2000 Cl. C1 (US) 7.45% due 09/15/07 .................................... 250 258 Financial Services - 3.4% Associates Corp. of North America - Sr Notes (US) 6.25% due 11/01/08 .................................... 8,118 7,990 Capital One Financial Corp. - Notes (US) 7.25% due 12/01/03 .................................... 8,312 8,443 Chase Commercial Mortgage Securities Corp. - Ser. 1997-1 Cl. A2 (US) 7.37% due 02/19/07 .................................... 10,722 11,214 Citigroup , Inc. (US) 7.25% due 10/01/10 .................................... 200 208 Citigroup, Inc. - Notes (US) 6.5% due 02/07/06 ..................................... 4,600 4,662 Goldman Sachs Group, Inc. (US) 6.875% due 01/15/11 ................................... 3,380 3,361 Green Tree Financial Corp. (US) 6.68% due 01/15/29 .................................... 7,043 7,186 168 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- MANAGED FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Financial Services - Continued Green Tree Financial Corp. - Ser. 1996-8 Cl. A6 (US) 7.6% due 10/15/27 ..................................... $ 7,721 $ 8,100 Green Tree Financial Corp. - Ser. 1997-6 Cl. A7 (US) 7.14% due 01/15/29 .................................... 500 512 LB-UBS Commercial Mortgage Trust - Ser. 2000-C4 Cl. A2 (US) 7.37% due 06/15/10 .................................... 15,318 16,024 Mortgage Capital Funding, Inc. - Ser 1996 - MC2 Cl. A1 (US) 6.758% due 02/20/04 ................................... 7,990 8,191 Nisource Finance Corp. (US) 7.875% due 11/15/10 ................................... 625 662 PNC Funding Corp. - Sub. Notes (US) 7.5% due 11/01/09 ..................................... 4,094 4,283 Residential Asset Securities Corp. (US) 6.11% due 05/25/24 .................................... 8,062 8,168 Salomon, Inc. - Sr Notes (US) 7.2% due 02/01/04 ..................................... 2,300 2,392 --------- 91,396 Food, Beverage & Tobacco - 0.2% Conagra Foods, Inc. - Notes (US) 7.5% due 09/15/05 ..................................... 500 519 7.875% due 09/15/10 ................................... 450 473 Nabisco, Inc. - Deb (US) 7.55% due 06/15/15 .................................... 700 713 Philip Morris Cos., Inc. - Debs. (US) 8.25% due 10/15/03 .................................... 3,055 3,231 --------- 4,936 Foreign Governmental - 0.5% Province of Ontario (CA) 7.75% due 06/04/02 .................................... 2,000 2,062 Province of Quebec - Debs (CA) 5.5% due 04/11/06 ..................................... 4,755 4,683 7.5% due 09/15/29 ..................................... 6,530 6,914 --------- 13,659 Health Care Products - 0.2% Beckman Instruments, Inc. - Sr. Notes (US) 7.1% due 03/04/03 ..................................... 4,837 4,908 Health Care Services - 0.6% Columbia/HCA Healthcare Corp. (US) 6.91% due 06/15/05 .................................... 4,000 3,934 HCA-The Healthcare Co. - Sr. Notes (US) 7.875% due 02/01/11 ................................... 6,800 6,834 Tenet Healthcare Corp. - Sr. Notes (US) 8.0% due 01/15/05 ..................................... 3,950 4,068 United Healthcare - Notes (US) 7.5% due 11/15/05 ..................................... 200 209 --------- 15,045 Insurance - 0.1% Aetna Inc. - Sr Notes (US) 7.375% due 03/01/06 ................................... 450 445 Allstate Corp. (US) 7.2% due 12/01/09 ..................................... 200 208 Lincoln National Corp. - Notes (US) 7.0% due 03/15/18 ..................................... 200 192 Provident Companies, Inc. - Sr. Notes (US) 7.0% due 07/15/18 ..................................... 500 453 --------- 1,298 Leisure & Recreation - 0.0% MGM Mirage, Inc. (US) 8.5% due 09/15/10 ..................................... 200 208 Six Flags, Inc. - Sr Notes 144A (US) 9.5% due 02/01/09 ..................................... 500 501 --------- 709 Media - TV & Radio - 1.2% Belo Corp. - Sr Notes (US) 7.125% due 06/01/07 ................................... 500 494 Belo Corp. - Debs (US) 7.25% due 09/15/27 .................................... 750 641 CBS Corp. - Sr. Notes (US) 7.15% due 05/20/05 .................................... 3,525 3,671 Chancellor Media Corp. (US) 8.0% due 11/01/08 ..................................... 750 782 Charter Communications Holdings LLC - Sr Disc. Notes 144A (US) 0.0% due 05/15/11 ..................................... 230 133 Charter Communications Holdings LLC - Sr. Notes (US) 10.75% due 10/01/09 ................................... 500 524 Charter Communications Holdings LLC - Sr Notes 144A (US) 10.0% due 05/15/11 .................................... 1,000 1,015 Clear Channel Communications, Inc. (US) 7.65% due 09/15/10 .................................... 250 258 Comcast Cable Communications (US) 6.75% due 01/30/11 .................................... 500 489 Cox Radio, Inc. - Sr Notes (US) 6.625% due 02/15/06 ................................... 750 747 CSC Holdings, Inc. - Sr. Notes (US) 8.125% due 07/15/09 ................................... 5,000 4,949 Fox Sports Networks LLC - Sr. Disc. Notes (US) 0.0% due 08/15/07 ..................................... 750 713 169 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- MANAGED FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Media - TV & Radio - Continued Fox/Liberty Networks LLC - Sr Notes (US) 8.875% due 08/15/07 ..................................... $ 1,000 $ 1,040 Liberty Media Corp. - Bonds (US) 7.875% due 07/15/09 ..................................... 1,000 959 News America, Inc. - Debs. (US) 7.125% due 04/08/28 ..................................... 3,483 3,484 Radio one, Inc. - Sr Sub Notes 144A (US) 8.875% due 07/01/11 ..................................... 200 200 The Walt Disney Co. (US) 5.5% due 12/29/06 ....................................... 200 196 Time Warner, Inc. (US) 6.625% due 05/15/29 ..................................... 3,579 3,197 Time Warner, Inc. - Debs (US) 7.25% due 10/15/17 ...................................... 200 197 Time Warner, Inc. - Debs (US) 7.57% due 02/01/24 ...................................... 500 498 Time Warner, Inc. - Notes (US) 8.18% due 08/15/07 ...................................... 2,075 2,252 Viacom, Inc. (US) 7.7% due 07/30/10 ....................................... 5,200 5,484 ------- 31,923 Natural Gas Distribution - 0.2% Florida Gas Transmission Co. (US) 7.625% due 12/01/10 ..................................... 750 763 KN Energy, Inc. - Sr. Notes (US) 6.45% due 03/01/03 ...................................... 4,590 4,654 ------- 5,417 Oil & Natural Gas Exploration & Production - 0.3% Coastal Corp. (US) 7.75% due 06/15/10 ...................................... 500 511 Gulf Canada Resources, Ltd. - Sr. Notes (US) 8.35% due 08/01/06 ...................................... 4,460 4,856 Petroleum Geo-Services ASA - Notes (US) 7.5% due 03/31/07 ....................................... 2,463 2,441 ------- 7,808 Paper & Forest Products - 0.0% Fort James Corp. - Sr. Notes (US) 6.875% due 09/15/07 ..................................... 200 192 Paper Products - 0.0% Greater Connecticut Consumer Loan Trust - Notes Cl. A 2BRV 144A (US) 6.25% due 02/15/20 ...................................... 726 725 Personal & Commercial Lending - 3.6% Asset Backed Securities Corp. - Series 2000-LB1 Cl AF2 (US) 7.57% due 03/21/24 ...................................... 6,795 7,003 Citigroup, Inc. (US) 6.5% due 01/18/11 ....................................... 8,685 8,620 Credit Based Asset Servicing - Sr 2000-CB4 Cl. M1 (US) 7.565% due 11/25/31 ..................................... 11,531 11,691 CS First Boston Securities Corp. (US) 6.91% due 01/15/08 ...................................... 5,735 5,901 EQCC Home Equity Loan Trust (US) 6.223% due 06/25/11 ..................................... 7,498 7,549 Ford Motor Credit Co. (US) 7.875% due 06/15/10 ..................................... 500 522 Ford Motor Credit Co. - Notes (US) 6.875% due 02/01/06 ..................................... 10,120 10,253 GE Capital Commercial Mortgage Corp. (US) 6.079% due 10/15/10 ..................................... 4,980 4,927 General Motors Acceptance Corp. (US) 7.5% due 07/15/05 ....................................... 7,618 7,965 Household Financial Corp. (US) 6.5% due 01/24/06 ....................................... 5,750 5,828 Household Finance Corp. - Notes (US) 6.0% due 05/01/04 ....................................... 5,020 5,068 6.75% due 05/15/11 ...................................... 5,500 5,426 LB Commercial Conduit Mortgage Trust (US) 5.87% due 08/15/06 ...................................... 5,154 5,174 MBNA Master Credit Card Trust (US) 6.6% due 11/15/04 ....................................... 1,000 1,022 Regional Diversified Funding, Ltd. (US) 9.25% due 03/15/30 ...................................... 1,000 993 Residential Asset Mortgage Trust (US) 7.21% due 11/25/19 ...................................... 6,158 6,188 Residential Asset Securities Corp. (US) 7.18% due 01/25/25 ...................................... 2,000 2,056 Sears Credit Account Master Trust - Ser 1998-2 Cl. A (US) 5.25% due 10/16/08 ...................................... 1,000 1,006 Structured Assets Securities Corp. (US) 8.538% due 07/15/27 ..................................... 456 477 ------- 97,669 Pollution Control - 0.0% Waste Management, Inc. - Sr Notes (US) 7.375% due 08/01/10 ..................................... 700 701 170 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- MANAGED FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Pollution Control - Continued WMX Technologies, Inc. - Notes (US) 7.1% due 08/01/26 .................................... $ 500 $ 509 --------- 1,210 Retail - Department Stores - 0.8% Federated Department Stores, Inc. - Sr. Notes (US) 8.5% due 06/15/03 .................................... 6,002 6,329 Office Depot, Inc.- Sr. Sub Notes 144A (US) 10.0% due 07/15/08 ................................... 200 195 Target Corp. (US) 6.35% due 01/15/11 ................................... 7,580 7,484 Wal Mart Stores, Inc. (US) 7.55% due 02/15/30 ................................... 7,405 8,062 --------- 22,070 Retail - Food - 0.1% The Kroger Co. (US) 6.8% due 04/01/11 .................................... 3,125 3,086 Telecommunication Equipment - 0.1% American Tower Corp. - Sr. Notes 144A (US) 9.375% due 02/01/09 ................................... 900 846 BellSouth Capital Funding - Debs. (US) 7.875% due 02/15/30 ................................... 1,540 1,640 Nortel Networks, Ltd. - Notes (US) 6.125% due 02/15/06 ................................... 325 281 Spectrasite Holdings, Inc. - Sr. Notes Ser. B (US) 10.75% due 03/15/10 ................................... 500 420 --------- 3,187 Telecommunication Services - 0.3% AT&T Wireless Group - Sr. Notes 144A (US) 7.875% due 03/01/11 ................................... 200 201 Crown Castle International Corp. - Sr. Notes (US) 10.75% due 08/01/11 ................................... 875 844 Motorola, Inc. - Notes (US) 6.75% due 02/01/06 ................................... 825 780 Tellus Corp. - Notes (US) 7.5% due 06/01/07 .................................... 250 255 8.0% due 06/01/11 .................................... 400 409 Vodafone Group PLC - Notes (US) 7.625% due 02/15/05 ................................... 500 525 Worldcom, Inc. NT (US) 7.5% due 05/15/11 .................................... 6,665 6,490 --------- 9,504 Telephone - 0.7% AT&T Corp. - Notes (US) 5.625% due 03/15/04 ................................... 2,000 1,994 6.5% due 03/15/29 ..................................... 1,800 1,537 CenturyTel, Inc. - Sr. Notes Ser. H (US) 8.375% due 10/15/10 ................................... 2,250 2,346 MCI WorldCom, Inc. - Notes (US) 7.75% due 04/01/07 .................................... 5,289 5,451 Sprint Capital Corp. (US) 7.625% due 01/30/11 ................................... 5,390 5,348 U.S. West Capital Funding, Inc. (US) 6.875% due 07/15/28 ................................... 1,849 1,628 --------- 18,304 Transportation Services - 0.0% International Shipholding Corp. - Sr. Notes Ser. B (US) 7.75% due 10/15/07 .................................... 1,000 890 Teekay Shipping Corp. - Sr Notes 144A (US) 8.875% due 07/15/11 ................................... 200 202 --------- 1,092 U.S. Government Agencies - 14.8% Federal Home Loan Bank- Discount Note (US) 5.25% due 02/13/04 .................................... 2,000 2,014 Federal Home Loan Mortgage Corp. - Sr Notes (US) 5.8% due 09/02/08 ..................................... 1,500 1,485 Federal National Mortgage Assoc. (US) 4.75% due 03/15/04 .................................... 9,000 8,958 6.0% due 05/15/08 ..................................... 3,400 3,422 6.0% due 07/25/16 ..................................... 970 955 6.0% due 07/25/31 ..................................... 38,287 36,744 6.375% due 06/15/09 ................................... 1,000 1,020 6.5% due 08/01/13 ..................................... 1,653 1,662 6.5% due 09/01/30 ..................................... 3,729 3,670 6.5% due 05/01/31 ..................................... 9,036 8,891 6.5% due 07/25/31 ..................................... 65,843 64,793 6.5% due 07/25/16 ..................................... 23,244 23,302 6.625% due 11/15/10 ................................... 15,000 15,497 6.75% due 08/15/02 .................................... 10,267 10,554 7.0% due 11/01/30 ..................................... 3,973 3,990 7.0% due 06/01/31 ..................................... 1,000 1,004 7.0% due 0725/31 ...................................... 61,208 61,476 7.25% due 05/15/30 .................................... 4,200 4,545 7.5% due 11/01/30 ..................................... 3,983 4,064 7.5% due 12/01/30 ..................................... 2,416 2,465 7.5% due 06/01/31 ..................................... 2,000 2,041 7.5% due 07/25/16 ..................................... 19,461 20,015 7.5% due 07/25/31 ..................................... 49,730 50,740 8.0% due 12/01/29 ..................................... 2,348 2,425 171 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- MANAGED FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - Continued U.S. Government Agencies - Continued 8.0% due 07/25/31 ..................................... $ 27,054 $ 27,942 Federal National Mortgage Assoc. - Notes (US) 7.0% due 07/15/05 ..................................... 10,600 11,200 GMAC Home Loan Trust (US) 6.04% due 09/25/26 .................................... 7,500 7,563 Government National Mortgage Assoc. (US) 6.0% due 10/15/28 ..................................... 3,891 3,766 7.5% due 10/15/30 ..................................... 3,021 3,097 7.5% due 11/15/30 ..................................... 859 881 7.5% due 12/15/31 ..................................... 10,892 11,168 8.0% due 11/15/30 ..................................... 4,356 4,513 ---------- 405,412 U.S. Governmental - 3.4% U.S. Treasury - Bonds (US) 5.0% due 02/15/11 ..................................... 8,000 7,761 5.25% due 02/15/29 .................................... 21,835 19,965 6.25% due 05/15/30 .................................... 8,000 8,474 6.75% due 08/15/26 .................................... 9,825 10,895 7.5% due 11/15/16 ..................................... 1,500 1,748 8.875% due 08/15/17 ................................... 13,100 17,196 U.S. Treasury - Notes (US) 4.25% due 05/31/03 .................................... 1,400 1,400 4.625% due 05/15/06 ................................... 6,500 6,411 5.625% due 02/15/06 ................................... 1,500 1,540 5.625% due 05/15/08 ................................... 4,350 4,521 5.75% due 08/15/10 .................................... 4,100 4,195 6.25% due 02/15/07 .................................... 3,750 3,957 6.375% due 08/15/02 ................................... 3,250 3,334 6.875% due 05/15/06 ................................... 1,250 1,348 ---------- 92,745 ---------- TOTAL PUBLICLY-TRADED BONDS 33.3% 909,242 ---------- SHORT-TERM INVESTMENTS Investment in joint trading account - 12.6% Investment in joint trading account 3.97% due 07/02/01 ................................. 342,997 342,997 Cash Equvalents - 1.6% Navigator Securities Lending Prime Portfolio ** ................................ 43,710,715 43,710 ---------- ---------- TOTAL SHORT-TERM INVESTMENTS 14.2% 386,707 ---------- ---------- TOTAL INVESTMENTS- 112.8% 3,078,016 Other Assets & Liabilities, Net- (12.8)% (348,152) ---------- ---------- NET ASSETS- 100.0% $2,729,864 ========== ========== ADR-American Depository Receipts. 144A - Pursuant to Rule 144A under the Securities Act of 1993, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2001, securities aggregated $4,018 or .15% of net assets of the Fund. **Represents investment of security lending collatral. See note to financial statements. SUMMARY OF LONG-TERM SECURITIES BY COUNTRY Market % of Country Value Long-Term Abbreviation (000)'s Investments Cash Equivalents - Continued United States ......................... US $2,677,650 99.5% Canada ................................ CA 13,659 0.5 ---------- ---------- $2,691,309 100.0% ========== ========== 172 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SHORT-TERM BOND FUND Market Name of Issuer Shares Value (000's) PUBLICLY-TRADED BONDS Aerospace/Defense - 1.3% CWABS , Inc. 7.74% due 08/25/17 ...................................... $ 1,500 $ 1,534 Automobile - 5.2% Ford Credit Auto Owner Trust 7.13% due 07/15/04 ...................................... 2,500 2,572 Premier Auto Trust 5.82% due 10/08/03 ...................................... 3,335 3,386 -------- 5,958 Bank - 5.3% BankBoston Corp. - Sr. Notes 6.125% due 03/15/02 ..................................... 1,900 1,924 Banponce Corp. - Notes 6.54% due 11/06/01 ...................................... 1,000 1,009 First Union Corp. - Notes 6.95% due 11/01/04 ...................................... 500 518 J.P. Morgan & Co., Inc. - Sr. Notes 5.75% due 02/25/04 ...................................... 1,000 1,009 Star Banc Corp. - Notes 5.875% due 11/01/03 ..................................... 600 606 Westpac Banking Corp. - Sub. Debs. 9.125% due 08/15/01 ..................................... 1,000 1,006 -------- 6,072 Brokerage & Investment Management - 4.6% Donaldson, Lufkin & Jenrette, Inc. - Sr. Notes 5.875% due 04/01/02 ..................................... 1,900 1,920 Lehman Brothers Holdings, Inc. - Notes 6.625% due 04/01/04 ..................................... 470 480 Morgan Stanley, Dean Witter, Discover & Co. 5.625% due 01/20/04 ..................................... 500 502 Residential Funding and Mortgage Securities Trust II 5.37% due 02/25/15 ...................................... 2,000 1,996 5.64% due 07/25/14 ...................................... 400 403 -------- 5,301 Computer Equipment - 0.4% International Business Machines Corp. - Notes 5.625% due 04/12/04 ..................................... 500 508 Cosmetics & Personal Care - 1.7% Dial Corp. - Notes 5.9% due 10/25/01 ....................................... 2,000 1,999 Diversified Operations - 1.3% CMS Panhandle Holding - Sr. Notes 6.125% due 03/15/04 ..................................... 1,000 983 El Paso Energy Corp. - Sr. Notes 6.625% due 07/15/01 ..................................... 500 501 -------- 1,484 Electric Power - 0.4% Niagara Mohawk Power Corp. - Sr. Notes 7.25% due 10/01/02 ...................................... 499 508 Financial Services - 9.2% Associates Corp. of North America - Sr. Notes 5.75% due 11/01/03 ...................................... 1,450 1,462 Chase Credit Card Master Trust - Cl. A 1998-3 6.0% due 08/15/05 ....................................... 1,075 1,099 CIT Group, Inc. 5.625% due 05/17/04 ..................................... 1,000 997 General Electric Capital Corp. .......................... 7.5% due 05/15/05 ....................................... 3,150 3,365 General Motors Acceptance Corp. - Notes 7.48% due 02/28/03 ...................................... 1,200 1,241 Green Tree Financial Corp. - Ser 1996-8 Cl. A6 7.6% due 10/15/27 ....................................... 680 713 Lehman Brothers Holdings, Inc. - Notes 6.625% due 02/05/06 ..................................... 600 611 Salomon, Inc. - Sr. Notes 7.2% due 02/01/04 ....................................... 500 520 U.S. West Capital Funding, Inc. ......................... 6.875% due 08/15/01 ..................................... 500 501 -------- 10,509 Food, Beverage & Tobacco - 0.6% Philip Morris Cos., Inc. - Debs. 8.25% due 10/15/03 ...................................... 640 677 Foreign Governmental - 6.1% Province of Ontario - Canada 7.75% due 06/04/02 ...................................... 3,000 3,093 Province of Quebec - Canada 5.5% due 04/11/06 ....................................... 4,000 3,940 -------- 7,033 Healthcare Products - 1.3% Beckman Instruments, Inc. - Sr. Notes 7.1% due 03/04/03 ....................................... 1,475 1,497 173 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SHORT-TERM BOND FUND Market Name of Issuer Shares Value (000's) PUBLICLY-TRADED BONDS - CONTINUED Healthcare Services - 0.8% Columbia/HCA Healthcare Corp. 6.91% due 06/15/05 ...................................... $ 500 $ 492 Tenet Healthcare Corp. - Sr Notes 8.625% due 12/01/03 ..................................... 360 375 -------- 867 Machinary - 1.4% Ingersoll Rand Co. - Notes 5.75% due 02/14/03 ...................................... 1,300 1,310 6.25% due 05/15/06 ...................................... 350 351 -------- 1,661 Media - T.V. & Radio - 1.9% Continental Cablevision - Sr. Notes 8.5% due 09/15/01 ....................................... 1,010 1,017 Turner Broadcasting Systems , Inc. - Sr. Notes 7.4% due 02/01/04 ....................................... 1,144 1,191 -------- 2,208 Natural Gas Distribution - 1.6% Enron Corp. - Debs. 9.125% due 04/01/03 ..................................... 500 530 KN Energy, Inc. - Sr. Notes 6.45% due 03/01/03 ...................................... 1,300 1,318 -------- 1,848 Oil - 1.8% Coastal Corp. - Sr. Notes 8.125% due 09/15/02 ..................................... 500 517 Conoco, Inc. - Notes 5.9% due 04/15/04 ....................................... 1,550 1,569 -------- 2,086 Oil & Natural Gas Exploration & Production - 1.9% Gulf Canada Resources, Ltd. - Sr. Notes 8.35% due 08/01/06 ...................................... 170 185 Occidental Petroleum Corp. - Notes 8.5% due 11/09/01 ....................................... 1,000 1,012 Petroleum-Geo Services ASA - Bonds 6.25% due 11/19/03 ...................................... 1,000 987 -------- 2,184 Personal & Commercial Lending - 8.7% American General Finance Corp. - Notes 5.75% due 11/23/01 ...................................... 1,270 1,280 Asset Backed Securities Corp. - Ser. 2000 Cl. AF2 Asset Backed Securities Corp. - Ser. 2000 Cl. AF2 7.57% due 03/21/24 ...................................... 177 182 Countrywide Funding Corp. 5.25% due 06/15/04 ...................................... 500 498 5.25% due 05/22/03 ...................................... 1,000 1,001 Covenant Transport, Inc. - Cl. A 7.6% due 12/15/29 ....................................... 252 261 Ford Motor Credit Co. - Notes 6.875% due 02/01/06 ..................................... 1,110 1,124 Ford Motor Credit Co. - Sr. Notes 6.125% due 03/20/04 ..................................... 1,500 1,514 Green Tree Financial Corp. - Ser. 1996-F 7.3% due 01/15/28 ....................................... 23 23 Household Finance Corp. - Notes 6.0% due 05/01/04 ....................................... 2,000 2,019 MBNA Master Credit Card Trust 6.6% due 11/15/04 ....................................... 935 956 Money Store Home Equity Trust - Ser. 1996-B A7 7.55% due 02/15/20 ...................................... 71 72 Money Store Home Equity Trust - Ser. 1997-D AF3 6.345% due 11/15/21 ..................................... 55 55 Residential Asset Mortgage Trust 7.21% due 11/25/19 ...................................... 1,087 1,092 -------- 10,077 Retail - Department Stores - 1.0% Federated Department Stores, inc . - Sr. Notes 8.5% due 06/15/03 ....................................... 1,090 1,149 Retail - Food - 1.0% Safeway, Inc. - Notes 7.05% due 09/15/02 ...................................... 1,100 1,120 Telecommunication Services - 3.6% Cox Communications, Inc. - Notes 7.0% due 08/15/01 ....................................... 1,100 1,502 Worldcom, Inc. Sr. Notes 6.125% due 08/15/01 ..................................... 1,500 1,502 7.55% due 04/01/04 ...................................... 1,100 1,133 -------- 4,139 U.S. Government Agencies - 20.3% Federal Home Loan Bank 8.0% due 06/01/10 ....................................... 969 1,006 Federal Home Loan Mortgage Corp. 7.75% due 01/15/21 ...................................... 32 32 Federal National Mortgage Assoc. 6.375% due 10/15/02 ..................................... 7,500 7,696 174 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SHORT-TERM BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED U.S. Government Agencies - Continued 6.5% due 09/01/02 .................................... $ 1,134 $ 1,147 7.0% due 01/01/03 .................................... 3,406 3,452 7.0% due 12/01/10 .................................... 1,490 1,522 Federal National Mortgage Assoc. - Notes 4.75% due 11/14/03 ................................... 8,500 8,496 --------- 23,351 U.S. Governmental - 12.8% U.S. Treasury - Bonds 5.875% due 11/15/04 .................................. 4,650 4,809 U.S. Treasury - Notes 4.75% due 11/15/03 ................................... 4,530 4,511 5.875 due 02/15/04 ................................... 2,810 2,903 6.625% due 07/31/01 .................................. 2,500 2,506 --------- 14,729 --------- TOTAL PUBLICLY-TRADED-BONDS .......................... 94.2% 106,444 --------- SHORT-TERM INVESTMENTS Investment in joint trading account - 4.7% Investment in joint trading account 3.97% due 07/02/01 ................................... 5,573 5,373 Shares Cash Equivalents - 10.2% Navigator Securities Lending Prime Portfolio ** 11,815,749 11,816 ------------ --------- TOTAL SHORT-TERM INVESTMENTS 14.9% 17,189 ------------ --------- TOTAL INVESTMENTS- 109.1% 125,688 Other Assets & Liabilities, Net- (9.1)% (10,504) ------------ --------- NET ASSETS- 100.0% $115,184 ============ ========= ** Represents investment of security lending collateral. See notes to financial statements. 175 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL CAP EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 0.5% Armor Holdings, Inc. * ................................. 26,400 $ 396 Apparel - 0.1% Charlotte Russe Holding, Inc. ........................... 4,000 107 Auto & Truck Parts - 2.2% CSK Auto Corp. .......................................... 34,500 286 Polaris Industries Inc. ................................. 29,500 1,351 -------- 1,637 Automobile - 1.3% ANC Rental Corp. * ..................................... 58,400 175 Oshkosh Truck Corp. ..................................... 18,200 806 -------- 981 Bank - 3.3% Citizens Banking Corp. .................................. 1,600 47 Community Bankshares, Inc. .............................. 13,800 199 First Midwest Bancorp, Inc. ............................. 12,200 362 Fulton Financial Corp. .................................. 16,590 339 Net.B@nk, Inc. * ....................................... 38,900 440 San Juan Basin Royalty Trust ............................ 49,600 629 Waypoint Financial Corp. * ............................. 38,800 485 -------- 2,501 Brokerage & Investment Management - 0.1% America First Mortgage Investments, Inc. ................ 11,000 82 Building Materials - 0.8% The Scotts Co. - Cl A ................................... 13,800 572 Business Services - 0.6% On Assignment, Inc. ..................................... 10,600 191 Resources Connection, Inc. .............................. 9,000 232 -------- 423 Chemical - 0.8% OM Group, Inc. .......................................... 4,900 275 Spartech Corp. .......................................... 13,900 336 -------- 611 Commercial Services - 2.9% HeadHunter.net, Inc.* ................................... 48,300 226 Korn/Ferry International * ............................. 8,000 124 Official Payments Corp. * ............................... 30,700 158 Power One, Inc. ......................................... 30,000 499 Quanta Services, Inc.* .................................. 25,000 551 RPM, Inc. ............................................... 36,400 335 Steiner Leisure, Ltd. * ................................. 15,000 300 -------- 2,193 Computer Equipment - 0.5% Documentum, Inc. * ..................................... 17,500 226 UNOVA, Inc. * ........................................... 26,000 179 -------- 405 Computer Software & Services - 8.3% Click Commerce, Inc.* ................................... 31,800 286 click2learn.com, Inc. * ................................. 31,900 52 CNet Networks, Inc. ..................................... 18,000 234 Cognizant Technology Solutions Corp ..................... 5,000 212 Digex, Inc. * ........................................... 16,800 218 Digital Insight Corp. 8 ................................. 20,400 451 Extensity, Inc. * ....................................... 20,700 209 Harris Interactive, Inc. * ............................. 31,900 80 Informax, Inc. * ....................................... 18,800 134 Ixia * ................................................. 10,900 207 MatrixOne, Inc. * ....................................... 18,200 422 MicroStrategy, Inc. * ................................... 50,400 141 Moldflow Corp. * ....................................... 15,300 236 National Information Consortium, Inc. * ................. 61,800 113 NetIQ Corp. * ........................................... 25,800 807 Numerical Technologies, Inc. ............................ 10,000 210 PC-Tel, Inc. * ......................................... 16,400 151 Pinnacle Systems, Inc. .................................. 42,000 254 Pixar, Inc. ............................................. 4,600 188 Riverdeep Group PLC - ADR * ............................. 9,700 272 RSA Security, Inc.* ..................................... 13,250 410 Saba Software, Inc. ..................................... 10,900 179 Selectica, Inc. * ....................................... 19,900 85 SignalSoft Corp. ........................................ 11,900 137 Via Networks, Inc. * ................................... 46,400 71 Vignette Corp. * ....................................... 100 1 WebMethods, Inc. ........................................ 5,700 121 Websense, Inc. * ....................................... 14,200 284 Witness Systems, Inc. * ................................. 14,100 155 -------- 6,320 Consumer Miscellaneous - 1.4% Libbey, Inc. ............................................ 21,600 858 NetRatings, Inc. * ..................................... 15,900 229 -------- 1,087 Diversified Operations - 1.9% Donaldson Co., Inc. ..................................... 24,400 760 Ionics, Inc. * ......................................... 16,100 507 Wesco International, Inc. * ............................. 23,600 215 -------- 1,482 Electrical Equipment - 4.6% Advanced Energy Industries, Inc.* ....................... 24,400 1,007 Integrated Electrical Services, Inc. * .................. 29,500 288 LTX Corp. ............................................... 40,500 1,035 Pentair, Inc. ........................................... 25,700 869 Zygo Corporation ........................................ 13,600 302 -------- 3,501 Electronic Products & Services - 15.6% American Superconductor Corp.* ......................... 15,400 397 Anadigics, Inc.* ........................................ 34,300 789 Anaren Micro Circuits, Inc. ............................. 23,300 466 176 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL CAP EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Electronic Products & Services - Continued ASM International N.V. * ................................ 26,500 $ 526 BE Semiconductor Industries ............................. 7,000 47 Bookham Technology PLC .................................. 17,000 49 Cymer, Inc. * ........................................... 27,200 688 DuPont Photomasks, Inc. ................................. 4,600 222 Electro Scientific Industries, Inc.* .................... 24,900 949 Electroglas, Inc. * ..................................... 38,800 687 EMCORE Corp. * .......................................... 30,700 944 Exar, Corp.* ............................................ 31,500 622 FEI Co. ................................................. 5,500 226 GlobeSpan, Inc.* ........................................ 20,000 292 Helix Technology Corp. .................................. 25,900 789 Microtune, Inc. * ....................................... 18,600 409 Nanometrics, Inc. * ..................................... 19,700 542 Newport Corp. ........................................... 13,000 345 ON Semiconductor Corp .* ................................ 51,400 234 Parthus Technologies PLC - ADR * ........................ 7,200 56 Power Integrations, Inc. * .............................. 25,300 395 Sawtek, Inc. * .......................................... 19,600 461 SpeedFAm-IPEC, Inc. * ................................... 20,800 66 Therma-Wave, Inc. * ..................................... 33,200 633 Transmeta Corp. ......................................... 9,000 50 TranSwitch Corp. ........................................ 18,000 198 Veeco Instruments Inc. * ................................ 10,100 401 Virata, Corp. ........................................... 37,400 443 -------- 11,926 Energy - Alternative Source - 1.1% Massey Energy Co. ....................................... 10,100 199 Rayovac Corp.* .......................................... 19,100 407 Valence Technology, Inc. * .............................. 37,000 238 -------- 844 Engineering & Construction - 0.5% York International Corp. ................................ 11,500 403 Financial Services - 2.1% American Capital Strategies, Ltd. ....................... 30,600 859 BOK Financial Corp. ..................................... 10,000 269 LendingTree, Inc. 8 ..................................... 32,500 207 Medallion Financial Corp. ............................... 24,000 246 -------- 1,581 Food, Beverage & Tobacco - 3.5% Adolph Coors Co. - Cl. B ................................ 8,000 401 Corn Products International, Inc. ....................... 19,700 630 Dreyer's Grand Ice Cream, Inc. .......................... 23,000 642 Flowers Foods, Inc. * ................................... 4,520 142 Suiza Foods Corp. * ..................................... 15,400 818 -------- 2,633 Health Care Products - 9.0% 3 Dimensional Pharmaceuticals, Inc.* .................... 14,200 136 Aclara Biosciences, Inc. * .............................. 14,200 110 Antigenics, Inc. ........................................ 22,800 450 Aviron * ................................................ 10,800 616 Charles River Laboratories * ............................ 9,600 334 ChromaVision Medical Systems, Inc. * .................... 35,600 179 Diversa Corp. ........................................... 17,200 350 Durect Corp. 8 .......................................... 17,100 222 Exelixis, Inc. * ........................................ 41,000 778 Genaissance Pharmaceuticals, Inc. * ..................... 14,800 208 Heska Corp. * ........................................... 89,900 96 ILEX Oncology, Inc. * ................................... 19,600 586 Illumina, Inc. .......................................... 23,500 277 Lexicon Genetics, Inc.* ................................. 18,500 231 Scios, Inc. 8 ........................................... 12,800 320 Tanox, Inc.* ............................................ 11,400 360 Trimeris, Inc.* ......................................... 14,800 741 Unilab Corp. ............................................ 1,200 30 Vical, Inc.* ............................................ 23,900 334 ViroPharma, Inc.* ....................................... 14,700 500 -------- 6,858 Health Care Services - 2.3% Gene Logic, Inc. ........................................ 19,700 430 Kendle International, Inc. * ............................ 24,200 485 LifePoint Hospitals, Inc. * ............................. 12,000 531 Orthodontic Centers of America, Inc. * .................. 10,500 319 -------- 1,765 Insurance - 4.1% Everest Re Group, Ltd. .................................. 17,100 1,279 Fidelity National Financial, Inc. ....................... 29,800 732 First American Financial Corp. .......................... 24,100 456 W.R. Berkley Corp. ...................................... 6,000 249 Willis Group Holdings, Ltd. ............................. 2,700 48 Zenith National Insurance Corp. ......................... 14,000 378 -------- 3,142 Leisure & Recreation - 3.8% Cheap Tickets, Inc. * ................................... 40,300 609 Hotel Reservations Network, Inc. - Cl. A * .............. 5,700 265 International Speedway Corp. - Cl A ..................... 11,200 471 MeriStar Hospitality Corp. .............................. 18,200 432 Speedway Motorsports, Inc. * ............................ 27,700 698 World Wrestling Federation Entertainment, Inc. .................................... 33,100 457 -------- 2,932 Machinery - 0.6% Columbus McKinnon Corp. ................................. 25,200 284 SonoSite, Inc. .......................................... 7,600 147 -------- 431 Media - Publishing - 0.6% Banta Corp. ............................................. 15,200 445 Media - TV & Radio - 6.8% ACTV, Inc. * ............................................ 8,200 27 177 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL CAP EQUITY FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Media - TV & Radio - Continued BHC Communications, Inc. - Cl. A* ....................... 2,000 $ 278 Crown Media Holdings, Inc. .............................. 15,100 280 Entercom Communications Corp.* .......................... 7,200 386 Entravision Communications - Cl A* ...................... 20,000 246 Insight Communications Company, Inc.8 ................... 28,900 722 Martha Stewart Living Omnimedia, Inc. - Cl. A* .......... 16,000 370 Mediacom Communications Corp. * ......................... 22,800 319 Primedia, Inc. .......................................... 73,036 496 Radio One, Inc. - Cl. D* ................................ 34,900 769 Sirius Satellite Radio Inc. * ........................... 14,600 178 Westwood One, Inc. * .................................... 9,000 332 XM Satellite Radio Holdings, Inc. - Cl. A * ............. 28,000 454 Young Broadcasting, Inc. - Cl. A * ...................... 10,000 336 -------- 5,193 Metals & Mining - 0.4% Kaiser Aluminum Corp. ................................... 78,100 311 Natural Gas Distribution - 1.5% Energen Corp. ........................................... 12,600 348 New Jersey Resources Corp. .............................. 9,800 443 WGL Holdings, Inc. ...................................... 13,000 352 -------- 1,143 Oil & Natural Gas Exploration & Production - 0.2% Penzoil-Quaker State Co. ................................ 15,000 168 Oil - Equipment & Service - 0.9% Hydril Co. * ............................................ 10,000 228 Seacor Smit, Inc. ....................................... 9,200 430 -------- 658 Paper & Forest Products - 0.2% Caraustar Industries, Inc. .............................. 18,100 167 Real Estate Development - 0.4% Trammell Crow Co.* ...................................... 25,400 281 Real Estate Investment Trust - 0.8% Annaly Mortgage Management, Inc. ........................ 24,000 329 Anthracite Capital, Inc. ................................ 21,900 242 -------- 571 Real Estate Operations - 1.2% CB Richard Ellis Services, Inc. * ....................... 27,200 427 Insignia Financial Group, Inc. * ........................ 39,700 488 -------- 915 Retail - 0.0% Galyans Trading Co., Inc. .............................. 1,500 31 Retail - Department Stores - 3.6% Dollar Thrifty Automotive Group, Inc.* .................. 9,700 233 Dollar Tree Stores, Inc.* ............................... 36,900 1,027 Factory 2-U Stores, Inc. * .............................. 14,900 438 Ruby Tuesday, Inc. ...................................... 33,700 576 School Specialty, Inc.* ................................. 17,600 455 -------- 2,729 Retail - Food - 1.3% California Pizza Kitchen, Inc. .......................... 17,900 416 Williams-Sonoma, Inc. ................................... 14,300 555 -------- 971 Shoe & Apparel Manufacturing - 1.5% Kellwood Co. ............................................ 20,900 483 Novel Denim Holdings, Ltd. * ............................ 16,000 245 Stride Rite Corp. ....................................... 39,300 334 Tommy Hilfiger Corp. * .................................. 6,000 84 -------- 1,146 Telecommunication Equipment - 3.6% Advanced Fibre Communications, Inc. * ................... 8,200 172 Alliance Fiber Optic Products, Inc.* .................... 34,700 165 Avanex Corp. * .......................................... 37,000 359 Cable Design Technologies Corp. ......................... 20,000 323 Carrier Access Corp. .................................... 39,900 239 Luminent, Inc. * ........................................ 32,500 137 Monolithic Systems Technology, Inc ...................... 5,000 55 Optical Communications Products, Inc* ................... 38,100 405 Polycom, Inc. ........................................... 9,000 208 Spectrasite Holdings, Inc. .............................. 14,000 101 Superior Telecom, Inc. .................................. 39,100 110 Tier Technologies, Inc. Cl B ............................ 23,000 220 Vitria Technology, Inc. ................................. 13,100 45 WebEx Communications, Inc. * ............................ 7,500 200 -------- 2,739 Telecommunication Services - 0.8% Aspect Communications Corp. * ........................... 46,400 324 Emmis Communications Corp. .............................. 8,000 246 Focal Communications Corp.* ............................. 30,900 73 -------- 643 Transportation Services - 3.2% America West Holdings Corp. - Cl B * .................... 23,800 237 Landstar Systems, Inc. .................................. 10,700 728 SkyWest, Inc. ........................................... 8,200 229 USFreightways Corp. ..................................... 12,700 375 Werner Enterprises, Inc. ................................ 36,000 873 -------- 2,442 -------- TOTAL COMMON STOCK- 98.9% 75,366 -------- 178 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- SMALL CAP EQUITY FUND Market Name of Issuer Shares Value (000's) SHORT-TERM INVESTMENTS - 0.7% Investment in joint trading account 3.97% due 07/02/01 ..................................... $ 567 $ 567 -------- -------- TOTAL INVESTMENTS- 99.6% 75,933 Other Assets & Liabilities, Net- 0.4% 298 -------- -------- NET ASSETS- 100.0% $ 76,231 ======== ======== ADR-American Depository Receipt * Non-income producing security. See notes to financial statements. 179 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL OPPORTUNITIES FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Australia - 0.6% Brambles Industries, Ltd. (DIOP) ............................................ 11,553 $ 283 Publishing & Broadcasting, Ltd. (MEDI) ................................................. 48,083 223 ------ 506 Belgium - 0.7% Dexia NPV (BANK) ........................................ 17,550 279 Fortis (B) (INSU) ....................................... 13,910 336 UCB SA (HEAL) ........................................... 1,180 41 ------ 656 Brazil - 0.7% Compania Brasileira de Distribuicao Grupo Pao de Acucar - ADR (RETF) ................................. 5,800 135 Petroleo Brasileiro SA* (OILX) ................................................. 7,000 182 Telecomunicacoes Brasileiras SA - ADR (UTIT) ................................................. 3,434 161 Unibanco - Uniao de Bancos Brasileiros SA - ................................ 3,985 101 GDR (BANK) ------ 579 Canada - 0.3% Alcan Aluminum, Ltd. (MEDI) ................................................. 3,122 131 Royal Bank of Canada (BANK) ................................................. 4,280 137 ------ 268 Denmark - 0.1% Tele Danmark A/S (TELS) ................................. 1,530 55 Finland - 1.4% Nokia Oyj (TELS) ........................................ 55,320 1,255 France - 13.4% Alcatel (TELE) .......................................... 11,330 237 Altran Technologies SA (ENGI) ................................................. 1,450 68 AXA SA (INSU) ........................................... 38,200 1,089 Banque Nationale de Paris (BANK) ........................................... 11,892 1,036 Canal Plus (MEDI) ....................................... 643 2 Cap Gemini SA (COMM) .................................... 1,888 138 Compagnie de St. Gobain (CONS) ................................................. 3,400 462 Equant (COMP) ........................................... 1,905 34 Groupe Danone (FOOD) .................................... 1,590 218 HerMes International (RETS) ................................................. 1,430 198 L'Oreal SA (HNBA) ....................................... 2,030 131 Lafarge SA (CONS) ....................................... 681 58 Legrand SA (ELEQ) ....................................... 1,864 356 LVMH (Louis Vuitton Moet Hennessy) (FOOD) ....................................... 1,910 96 Orange SA* (TELS) ....................................... 34,990 285 Rhone-Poulenc SA (BANK) ................................. 19,509 1,559 Sanofi-Synthelabo SA* (HEAL) ................................................. 14,478 951 Schneider SA (MACH) ..................................... 1,621 90 Societe Generale - Cl. A (BANK) ................................................. 3,612 214 Societe Television Francaise 1 (MEDI) ..................................... 15,375 449 Sodexho Alliance SA (FOOD) ................................................. 12,634 591 STMicroelectronics (ETRN) ................................................. 9,456 329 Total Fina SA - Cl. B (OILX) ................................................. 15,890 2,227 Vivendi Universal SA (DIOP) ................................................. 16,113 940 ------ 11,758 Germany - 4.1% Allianz AG - Reg. (INSU) ................................ 3,128 914 Aventis SA (HEAL) ....................................... 2,288 181 Bayer AG (CHEM) ......................................... 3,835 151 Bayerische Vereinsbank AG (BANK) .............................................. 6,244 309 Deutsche Bank AG (BANK) ................................. 11,493 824 Deutsche Telekom AG (UTIT) ................................................. 2,945 67 E.On AG (DIOP) .......................................... 8,421 442 Gehe AG (HEAL) .......................................... 5,860 228 Rhoen-Klinikum AG (HEAL) ................................ 1,720 80 SAP AG (SOFT) ........................................... 2,310 321 Siemins AG (DIOP) ....................................... 1,977 121 ------ 3,638 Hong Kong - 2.5% Cheung Kong (Holdings), Ltd. (READ) ............................................ 44,000 479 China Telecom (Hong Kong), Ltd. (TELS) ..................................... 120,000 632 Henderson Land Development Co., Ltd. .................................. (READ) ................................................. 32,000 142 HSBC Holdings PLC (BANK) ................................ 18,800 222 Hutchison Whampoa, Ltd. ................................. (COMM) ................................................. 67,900 686 ------ 2,161 India - 0.7% Global Tele-Systems, Ltd. (TELE) ............................................ 14,000 52 Hindustan Lever Ltd. .................................... (CNSU) ................................................. 72,000 314 ICICI, Ltd. (FINL) ...................................... 71,484 213 Reliance Industries, Inc. (OILX) ............................................ 3,000 24 ------ 603 Israel - 0.1% Check Point Software Technologies, Ltd.* (COMP) ................................................. 1,857 94 Italy - 5.6% Alleanza Assicurazioni (INSU) ................................................. 37,170 392 Assicurazioni Generali (INSU) ................................................. 7,000 211 Banca Intel SpA (BANK) .................................. 335,413 1,185 Banca Nazionale del Lavoro (BANK) .......................................... 29,750 93 Bipop-Carire SpA (BANK) ................................. 32,500 122 ENI SpA (OILS) .......................................... 60,872 743 Mediaset SpA (MEDI) ..................................... 10,000 84 Mediolanum SpA (INSU) ................................... 18,315 185 Olivetti SpA (COMM) ..................................... 265,152 470 San Paolo-IMI SpA (BANK) ................................ 4,858 62 Telecom Italia Mobile SpA (TELS) ............................................. 90,210 460 Telecom Italia SpA (TELS) ................................................. 29,900 269 UniCredito Italiano SpA (BANK) ................................................. 152,893 657 ------ 4,933 180 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL OPPORTUNITIES FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Japan - 17.3% Canon, Inc. (COMM) ...................................... 42,000 $1,697 DDI Corp. (UTIT) ........................................ 23 107 Fanuc, Ltd. (ELEQ) ...................................... 5,200 259 Fuji Television Network, Inc. (MEDI) ............................................ 42 242 Fujitsu, Ltd. (ELEQ) .................................... 18,000 189 Ito-Yokado Co., Ltd. (RETS) ................................................. 4,000 184 KAO Corp. (HNBA) ........................................ 7,000 174 Kokuyo Co. (COMM) ....................................... 8,000 84 Kyocera Corp. (ETRN) .................................... 4,600 406 Marui Co., Ltd. (RETS) .................................. 25,000 361 Matsushita Communication Industries (TELS) ...................................... 4,800 219 Matsushita Electric Industrial Co. (ETRN) .................................. 37,000 579 Mitsui Fudosan Co., Ltd. ................................ (REAL) ................................................. 52,000 560 Mizuho Holdings, Inc.* (BANK) ................................................. 180 837 Murata Manufacturing Co., Ltd. (ETRN) ....................................... 9,800 651 NEC Corp. (COMP) ........................................ 61,000 824 Nippon Telegraph & Telephone Corp. (UTIT) ................................. 89 464 Nomura Securities Co., Ltd. (FUND) ............................................ 42,000 805 NTT Mobile Communications Network, Inc. (TELS) ............................................ 92 1,601 Sankyo Co., Ltd. (HEAL) ................................. 16,000 289 Seven-Eleven Japan (RETF) ................................................. 7,000 273 Shin-Etsu Chemical Co. .................................. (CHEM) ................................................. 11,000 404 Shiseido Co., Ltd. ...................................... (CHEM) ................................................. 18,000 169 Sony Corp. (ETRN) ....................................... 20,800 1,368 Sumitomo Bank (BANK) .................................... 73,000 603 Sumitomo Corp. (DIOP) ................................... 28,000 196 TDK Corp. (COMP) ........................................ 3,300 154 Tokyo Electron, Ltd. .................................... (ETRN) ................................................. 5,500 333 Toshiba Corp. (ETRN) .................................... 102,000 539 UFJ Holdings, Inc. (FINL) ................................................. 29 156 Yamanouchi Pharmaceutical Co., Ltd. (HEAL) ............................................ 13,000 365 ------ 15,092 Luxembourg - 0.1% Society Europeenne des Satellites (MEDI) ...................................... 567 74 Mexico - 1.6% Fomento Economico Mexicano SA de CV (FOOD) ................................................. 81,000 344 Grupo Financiero Banamex Accival, SA de CV (FINL) ................................................. 45,000 117 Grupo Iusacell SA de CV - ADR V* (TELS) ........................................ 9,000 62 Grupo Televisa SA* - GDR (OILX) ................................................. 15,052 602 Telefonica S.A. (TELS) .................................. 4,529 169 Telefonos de Mexico SA - ADR (UTIT) ............................................. 2,369 83 ------ 1,377 Netherlands - 7.2% ABN Amro Holding NV (BANK) ................................................. 3,526 66 Akzo Nobel NV (CHEM) .................................... 1,390 59 ASM Lithography Holding NV (COMP) .............................................. 21,180 476 Elsevier NV (MEDP) ...................................... 13,140 164 Fortis (NL) NV (INSU) ................................... 18,010 438 ING Groep NV (BANK) ..................................... 26,700 1,747 Koninklije KPN NV (TELS) ................................ 2,891 16 Koninklijke (Royal) Philips Electronics N.V. (ETRN) ............................................ 34,739 922 Royal Dutch Petroleum Co. (OILX) ............................................. 16,580 955 VNU NV (MEDP) ........................................... 30,790 1,044 Wolters Kluwer NV - CVA (MEDP) ................................................. 14,805 398 6,285 Norway - 0.4% Orkla ASA (DIOP) ........................................ 13,750 249 Statoil ASA (OILX) ...................................... 8,950 66 ------ 315 Portugal - 0.4% Jeronimo Martins, SGPS, SA (RETF) .............................................. 7,183 46 Portugal Telecom, SA (TELS) ................................................. 41,210 288 ------ 334 Singapore - 0.6% United Overseas Bank, Ltd. (BANK) ............................................ 84,072 531 South Korea - 0.6% Samsung Electronics (ETRN) ................................................. 2,700 399 Korea Telelecom Corp. - ADR* (TELS) .................... 4,481 99 ------ 498 Spain - 2.5% Banco Bilbao Vizcaya SA (BANK) ................................................. 65,010 842 Banco Santander Central Hispano SA (BANK) ...................................... 50,980 462 Endesa SA (UTIE) ........................................ 17,270 276 Repsol SA (OILX) ........................................ 10,115 167 Telefonica SA (UTIT) .................................... 32,806 405 ------ 2,152 Sweden - 3.0% Electrolux AB - Ser. B (APPL) ................................................. 11,910 165 Hennes & Mauritz AB - B Shares (RETS) .......................................... 19,680 338 Nordic Baltic Holding AB (BANK) ................................................. 121,620 693 Sandvik AB (MACH) ....................................... 3,220 65 Securitas AB - B Shares (COMM) ................................................. 52,328 917 Telefonaktiebolaget LM Ericsson AB* (TELE) .................................... 80,300 439 ------ 2,617 Switzerland - 4.3% ABB , Ltd. *(ENGI) ...................................... 10,748 163 Adecco SA (COMM) ........................................ 17,300 815 181 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL OPPORTUNITIES FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Switzerland - Continued Credit Suisse Group - Reg. (BANK) ............................................ 1,030 $ 169 Nestle SA (FOOD) ........................................ 6,720 1,429 Roche Holdings AG (HEAL) ................................ 5,500 396 UBS AG (BANK) ........................................... 5,422 777 ------ 3,749 Taiwan - 0.5% Taiwan Semiconductor (ETRN) ................................................. 239,400 445 United Kingdom - 24.7% Abbey National First Capital BV (BANK) ...................................... 9,461 166 AstraZeneca Group PLC (HEAL) ................................................. 25,013 1,167 Autonomy Corp. PLC *(SOFT) ............................................... 1,500 9 BG Group PLC (UTIG) ..................................... 13,522 53 BP Amoco PLC (OILX) ..................................... 61,000 502 British Telelecommunications PLC (TELS) ............................................. 22,000 139 Cable & Wireless PLC (TELS) ................................................. 37,270 220 Cadbury Schwepps PLC (FOOD) ................................................. 49,606 335 Celestica, Inc. (TELS) .................................. 11,670 601 Celltech Group PLC *(HEAL) ............................................... 14,608 247 Centrica PLC (UTIG) ..................................... 30,900 99 Compass Group PLC* (FOOD) ................................................. 162,730 1,304 David S. Smith Holdings PLC (OILX) ............................................. 18,000 35 Diageo PLC (FOOD) ....................................... 84,512 928 Dimension Data Holdings PLC (SOFT) ............................................. 12,500 48 Electrocomponents PLC (ETRN) ................................................. 29,070 220 Flextronics International Ltd. ..................................... (ELEQ) ................................................. 7,100 185 GKN PLC (PART) .......................................... 5,000 48 GlaxoSmithKline PLC* (HEAL) ................................................. 135,981 3,830 Granada Compass PLC (DIOP) ................................................. 155,558 327 Hays PLC (DIOP) ......................................... 43,876 113 Hilton Group PLC (LEIS) ................................. 20,000 67 J. Sainsbury PLC (RETF) ................................. 1,640 10 Kingfisher PLC (RETS) ................................... 49,628 269 Lattice Group* (ETRN) ................................... 35,522 79 Reckitt Benckiser PLC (HNBA) ................................................. 2,000 29 Reed InTELErnational PLC (HNBA) ................................................. 196,000 1,739 Rio Tinto PLC - Reg ..................................... (DIOP) ................................................. 47,663 847 Royal Bank of Scotland Group (BANK) ........................................... 84,225 1,859 Shell Transport & Trading Co. PLC (OILX) ................................. 227,587 1,894 SmartForce Public Limited Co. - ADR (COMP) ................................................. 6,166 217 Standard CharTELEred PLC (BANK) ................................................. 32,000 411 Tesco PLC (RETF) ........................................ 114,360 413 Tomkins PLC (DIOP) ...................................... 97,506 251 Unilever PLC (CNSU) ..................................... 40,388 341 United Business MEDIdia (MEDP) ................................................. 12,193 99 Vodafone AirTouch PLC (TELS) ................................................. 677,984 1,504 WPP Group PLC *(COMM) ................................... 94,580 932 ------ 21,537 United States - 0.1% Pohang Iron & Steel Co., Ltd. - ADR (STEE) ...................................... 6,153 $ 121 ------ TOTAL COMMON STOCK- ................................ 93.5% 81,633 ------ PREFERRED STOCK Australia - 0.7% News Corp., Ltd. (MEDI) ................................. 79,247 637 Brazil - 0.8% Petroleo Brasiliero SA - ................................ 27,192 637 Petrobas (OILX) ------ TOTAL PREFERRED STOCK- ................................ 1.5% 1,274 ------ RIGHTS Portugal - 0.0% Portugal Telecom (TELS) expires 07/09/01 ........................................ 41,210 6 ------ TOTAL RIGHTS- ................................ 0.0% 6 ------ Par Value (000's) SHORT-TERM INVESTMENTS Investment in joint trading account - 0.9% Investment in joint trading account 3.97% due 07/02/01 ...................................... $ 827 827 Shares Cash Equvalents - 15.4% Navigator Securities Lending Prime Portfolio** 13,433,155 13,433 TOTAL SHORT-TERM INVESTMENTS 16.3% 14,260 ---------- -------- TOTAL INVESTMENTS- 111.3% 97,173 Other Assets & Liabilities, Net- (11.3)% (9,840) ---------- -------- NET ASSETS- 100.0% $ 87,333 ========== ======== ADR-American Depository Receipts. GDR-Global Depository Receipts. * Non-income producing security. ** Represents investment of security lending collateral. See notes to financial statements. 182 +++ SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- INTERNATIONAL OPPORTUNITIES FUND Market % of Industry Value Long-Term Industry Abbreviation (000s) Investments Bank ........................................ BANK $16,533 19.9% Telecommunication Services .................. TELS 7,880 9.5 Health Care Products ........................ HEAL 7,775 9.4 Oil & Natural Gas Exploration & Production ................................. OILX 7,281 8.8 Electronic Products & Services .............. ETRN 6,270 7.6 Commercial Sevices .......................... COMM 5,739 7.0 Food, Beverage & Tobacco .................... FOOD 5,245 6.3 Diversified Operations ...................... DIOP 3,769 4.5 Insurance ................................... INSU 3,565 4.3 Cosmetic & Personal Care .................... HNBA 2,073 2.5 Media - TV & Radio .......................... MEDI 1,842 2.2 Computer Equipment .......................... COMP 1,799 2.2 Media - Publishing .......................... MEDP 1,705 2.0 Retail - Department Stores .................. RETS 1,350 1.6 Telephone ................................... UTIT 1,287 1.5 Electrical Equipment ........................ ELEQ 989 1.2 Retail - Food ............................... RETF 877 1.1 Brokerage & Investment Management ................................. FUND 805 1.0 Chemicals ................................... CHEM 783 0.9 Oil ......................................... OILS 743 0.9 Telecommunication Equipment ................. TELE 728 0.9 Consumer Miscellaneous ...................... CNSU 655 0.8 Real Estate Operations ...................... READ 621 0.7 Construction ................................ CONS 520 0.6 Financial Services .......................... FINL 486 0.6 Computer Software & Services ................ SOFT 378 0.5 Electric Power .............................. UTIE 276 0.3 Engineering & Construction .................. ENGI 231 0.3 Household Appliances & Furnishings ................................ APPL 165 0.2 Machinery ................................... MACH 155 0.2 Natural Gas Distribution .................... UTIG 152 0.2 Steel ....................................... STEE 121 0.1 Leisure & Recreation ........................ LEIS 67 0.1 Auto & Truck Parts .......................... AUTO 48 0.1 ------- ----- $82,913 100.0% ======= ===== 183 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK Aerospace & Defense - 1.4% B.F. Goodrich Co. ....................................... 4,500 $ 171 Boeing Co. .............................................. 41,568 2,311 General Dynamics Corp. .................................. 9,300 724 Honeywell International, Inc. ........................... 37,862 1,325 Lockheed Martin Corp. ................................... 20,100 745 Northrop Grumman Corp. .................................. 3,900 312 Raytheon Co. ............................................ 17,400 462 United Technologies Corp. ............................... 22,400 1,641 ------ 7,691 Auto & Truck Parts - 0.3% AutoZone, Inc. * ........................................ 5,600 210 Cooper Tire & Rubber Co. ................................ 3,200 45 Cummins Engine Co., Inc. ................................ 1,700 66 Dana Corp. .............................................. 6,515 152 Genuine Parts Co. ....................................... 8,650 273 Goodyear Tire & Rubber Co. .............................. 7,600 213 Johnson Controls, Inc. .................................. 4,100 297 Paccar, Inc. ............................................ 3,300 170 TRW, Inc. ............................................... 6,200 254 Visteon Corp. * ......................................... 6,166 113 ------ 1,793 Automobile - 0.8% Delphi Automotive Systems Corp. ......................... 27,069 431 Ford Motor Co. .......................................... 87,036 2,137 General Motors Corp. .................................... 26,100 1,679 Navistar International Corp., Inc. - Cl. B ................................................ 2,700 76 ------ 4,323 Bank - 6.6% AmSouth Bancorp ......................................... 16,900 312 Bank of America Corp. ................................... 75,268 4,518 Bank of New York Co., Inc. .............................. 34,300 1,646 Bank One Corp. .......................................... 54,850 1,964 BB&T Corp. .............................................. 18,800 690 Charter One Financial, Inc. ............................. 9,450 301 Comerica, Inc. .......................................... 8,500 490 Fifth Third Bancorp ..................................... 27,054 1,625 First Union Corp. ....................................... 46,646 1,630 FleetBoston Financial Corp. ............................. 51,420 2,029 Golden West Financial Corp. ............................. 7,300 469 Huntington Bancshares, Inc. ............................. 12,031 197 JP Morgan Chase & Co. ................................... 93,150 4,154 KeyCorp ................................................. 20,400 531 Mellon Financial Corp. .................................. 22,800 1,049 National City Corp. ..................................... 28,500 877 Northern Trust Corp. .................................... 10,300 644 PNC Bank Corp. .......................................... 13,900 914 Regions Financial Corp. ................................. 11,200 358 SouthTrust Corp. ........................................ 15,600 406 State Street Corp. ...................................... 15,200 752 Suntrust Banks, Inc. .................................... 14,100 913 Synovus Financial Corp. ................................. 13,250 416 Union Planters Corp. .................................... 6,600 288 US Bancorp .............................................. 90,919 2,072 Wachovia Corp. .......................................... 10,100 719 Washington Mutual, Inc. ................................. 41,277 1,550 Wells Fargo & Co. ....................................... 80,900 3,756 Zions Bancorp ........................................... 4,300 254 ------ 35,524 Brokerage & Investment Management - 1.0% Bear Stearns Cos., Inc. ................................. 5,032 297 Charles Schwab Corp. .................................... 64,675 989 Franklin Resources, Inc. ................................ 13,000 595 Morgan Stanley, Dean Witter, Discover & Co ..................................................... 52,200 3,353 T. Rowe Price Group, Inc. ............................... 6,100 228 ------ 5,462 Business Services - 0.5% Automatic Data Processing, Inc. ......................... 29,900 1,486 H&R Block, Inc. ......................................... 4,200 271 Interpublic Group Cos., Inc. ............................ 18,100 531 Robert Half International, Inc. ......................... 8,800 219 ------ 2,507 Chemical - 1.0% Air Products & Chemicals, Inc. .......................... 10,500 480 Ashland, Inc. ........................................... 3,000 120 Dow Chemical Co. ........................................ 42,643 1,418 E.I. du Pont de Nemours & Co. ........................... 48,982 2,363 Eastman Chemical Co. .................................... 3,400 162 Engelhard Corp. ......................................... 6,100 157 Great Lakes Chemical Corp. .............................. 2,300 71 Hercules, Inc. .......................................... 4,600 52 Praxair, Inc. ........................................... 7,300 343 Rohm & Haas Co. ......................................... 10,227 337 Sigma-Aldrich Corp. ..................................... 3,700 143 ------ 5,646 Commercial Services - 0.9% American Greetings Corp. - Cl. A ........................ 2,800 31 Avery Dennison Corp. .................................... 5,200 265 Cendant Corp. * ......................................... 40,899 798 Cintas Corp. ............................................ 7,900 365 Concord EFS, Inc. ....................................... 11,600 603 Convergys Corp. * ....................................... 8,000 242 Deluxe Corp. ............................................ 3,100 90 Ecolab, Inc. ............................................ 6,500 266 Equifax, Inc. ........................................... 7,200 264 Omnicom Group, Inc. ..................................... 9,000 774 Power One, Inc. * ....................................... 3,300 55 Quintiles Transnational Corp. * ......................... 6,500 164 R.R. Donnelley & Sons Co. ............................... 4,800 143 The Dun & Bradstreet Corp. * ............................ 7,700 258 184 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Commercial Services - Continued TMP Worldwide, Inc. ..................................... 5,100 $ 306 ------- 4,624 Computer Equipment - 5.9% Advanced Micro Devices, Inc. ............................ 15,700 453 Apple Computer, Inc. * .................................. 16,000 372 Compaq Computer Corp. ................................... 79,011 1,224 Dell Computer Corp. * ................................... 122,500 3,203 EMC Corp. ............................................... 104,912 3,048 Gateway, Inc. * ......................................... 15,100 248 Hewlett-Packard Co. ..................................... 92,400 2,643 Intel Corp. ............................................. 316,400 9,255 International Business Machines Corp. ................... 81,700 9,232 Lexmark International Group, Inc. - Cl. A. * ............................................. 6,100 410 Network Appliance, Inc. * ............................... 15,000 206 Palm, Inc. .............................................. 24,561 149 Veritas Software Corp. * ................................ 19,100 1,271 Xerox Corp. ............................................. 32,500 311 ------- 32,025 Computer Software & Services - 6.7% Adobe Systems, Inc. ..................................... 11,200 526 Autodesk, Inc. .......................................... 2,400 90 BMC Software, Inc. ...................................... 11,500 259 BroadVision, Inc. * ..................................... 11,100 56 Cabletron Systems, Inc. * ............................... 9,400 215 Citrix Systems, Inc. * .................................. 8,800 307 Computer Associates International, Inc. ................ 26,925 969 Computer Sciences Corp. * ............................... 8,100 280 Compuware Corp. * ....................................... 17,500 245 Electronic Data Systems Corp. ........................... 22,300 1,394 First Data Corp. ........................................ 18,500 1,189 Fiserv, Inc. ............................................ 5,600 358 IMS Health, Inc. ........................................ 14,200 405 Intuit, Inc. * .......................................... 9,600 384 Mercury Interactive Corp. * ............................. 3,600 216 Microsoft Corp. ......................................... 253,500 18,505 NCR Corp. * ............................................. 4,800 226 Novell, Inc. * .......................................... 14,100 80 Oracle Corp. * .......................................... 263,500 5,006 Parametric Technology Corp. * ........................... 11,800 165 Peoplesoft, Inc. ........................................ 14,100 694 Progressive Corp. ....................................... 3,400 460 Sapient Corp. ........................................... 5,000 49 Siebel Systems, Inc. * .................................. 21,800 1,022 Sun Microsystems, Inc. * ................................ 154,400 2,427 Unisys Corp. * .......................................... 16,000 235 Yahoo!, Inc. * .......................................... 27,400 548 ------- 36,310 Construction - 0.1% Stanley Works ........................................... 3,800 159 Vulcan Materials Co. .................................... 4,800 258 ------- 417 Consumer Miscellaneous - 0.5% Black & Decker Corp. .................................... 3,500 138 Clorox Co. .............................................. 11,100 376 Dollar General Corp. .................................... 15,646 305 Fortune Brands, Inc. .................................... 7,300 280 Harley-Davidson, Inc. ................................... 14,200 669 Newell Rubbermaid, Inc. ................................. 13,116 329 Parker-Hannifin Corp. ................................... 5,650 240 Sherwin-Williams Co. .................................... 7,000 155 Snap-On, Inc. ........................................... 2,500 60 Tupperware Corp. ........................................ 2,500 59 ------- 2,611 Container - 0.1% Bemis Co., Inc. ......................................... 2,400 96 Pactiv Corp. * .......................................... 7,400 99 Sealed Air Corp. * ...................................... 3,589 134 ------- 329 Cosmetic & Personal Care - 1.8% Alberto-Culver Co. - Cl. B .............................. 2,700 114 Avon Products, Inc. ..................................... 11,700 541 Colgate-Palmolive Co. ................................... 26,800 1,581 Gillette Co. ............................................ 50,500 1,464 International Flavors & Fragrances, Inc. ................ 4,400 111 Leggett & Platt, Inc. ................................... 9,900 218 Procter & Gamble Co. .................................... 60,700 3,873 Unilever NV - NY Shares ................................. 26,782 1,595 ------- 9,497 Diversified Operations - 6.5% Amgen, Inc. ............................................. 49,300 2,992 Corning, Inc. ........................................... 43,100 720 Costco Wholesale Corp. * ................................ 21,000 863 Crane Co. ............................................... 2,950 91 Danaher Corp. ........................................... 6,800 381 Eaton Corp. ............................................. 3,100 217 General Electric Co. .................................... 468,000 22,815 Illinois Tool Works, Inc. ............................... 14,100 893 ITT Industries, Inc. .................................... 4,200 186 National Service Industries, Inc. ....................... 1,700 38 Pall Corp. .............................................. 5,300 125 PPG Industries, Inc. .................................... 7,900 415 Textron, Inc. ........................................... 6,700 369 Tyco International, Ltd. ................................ 90,930 4,956 W.W. Grainger, Inc. ..................................... 4,700 193 ------- 35,254 Electric Power - 2.8% AES Corp. * ............................................. 24,900 1,072 Allegheny Energy, Inc. .................................. 5,800 280 Ameren Corp. ............................................ 6,500 278 185 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Electric Power - Continued American Electric Power Co. ............................. 15,260 $ 705 Calpine Corp. * ......................................... 14,300 541 Cinergy Corp. ........................................... 7,500 262 CMS Energy Corp. ........................................ 5,700 159 Consolidated Edison, Inc. ............................... 10,100 402 Dominion Resources, Inc. ................................ 11,994 721 DTE Energy Co. .......................................... 8,000 372 Duke Energy Co. ......................................... 36,488 1,423 Edison International .................................... 14,300 159 Emerson Electric Co. .................................... 20,100 1,216 Entergy Corp. ........................................... 10,500 403 Exelon Corp. ............................................ 15,150 971 Firstenergy Corp. ....................................... 11,200 360 FPL Group, Inc. ......................................... 8,300 500 GPU, Inc. ............................................... 6,100 214 Mirant Corp. ............................................ 15,868 546 Niagara Mohawk Holdings, Inc. ........................... 7,800 138 NiSource, Inc. .......................................... 9,149 250 PG&E Corp. .............................................. 19,900 223 Pinnacle West Capital Corp. ............................. 4,400 209 PPL Corp. ............................................... 6,900 380 Progress Energy, Inc. ................................... 9,556 429 Public Services Enterprise Group, Inc. .................. 10,100 494 Reliant Energy, Inc. .................................... 14,224 458 Southern Co. ............................................ 32,000 744 TXU Corp. ............................................... 12,312 593 Xcel Energy, Inc. ....................................... 15,550 442 ------- 14,944 Electrical Equipment - 0.2% American Power Conversion ............................... 8,300 131 Best Buy Co., Inc. ...................................... 9,700 616 Cooper Industries, Inc. ................................. 4,000 158 Molex, Inc. ............................................. 9,550 349 ------- 1,254 Electronic Products & Services - 3.9% Agilent Technologies, Inc. * ............................ 21,374 695 Altera Corp. * .......................................... 18,600 539 Analog Devices, Inc. * .................................. 17,200 744 Applera Corporation - Applied Biosystems Group .................................................. 10,000 268 Applied Materials, Inc. * ............................... 38,400 1,885 Applied Micro Circuits Corp. * .......................... 14,100 243 Ball Corp. .............................................. 1,400 67 Broadcom Corp. - Cl. A. * ............................... 12,900 552 Cisco Systems, Inc. * ................................... 344,000 6,261 Conexant Systems, Inc. * ................................ 10,500 94 Jabil Circuit, Inc. * ................................... 9,000 278 KLA-Tencor Corp. * ...................................... 8,700 509 LSI Logic Corp. * ....................................... 17,200 323 Maxim Integrated Products, Inc. * ....................... 15,100 668 Motorola, Inc. .......................................... 103,895 1,720 National Semiconductor Corp. * .......................... 8,700 253 Novellus Systems, Inc. * ................................ 6,500 369 PerkinElmer, Inc. ....................................... 5,000 138 QLogic Corp. * .......................................... 4,600 296 Rockwell International Corp. * .......................... 8,900 339 Sanmina Corp. ........................................... 14,100 330 Solectron Corp. * ....................................... 30,200 553 Tektronix, Inc. ......................................... 4,000 109 Teradyne, Inc. * ........................................ 8,200 271 Texas Instruments, Inc. ................................. 82,100 2,586 Thomas & Betts Corp. .................................... 2,500 55 Vitesse Semiconductor Corp. * ........................... 9,100 191 Xilinx, Inc. * .......................................... 15,300 631 ------- 20,967 Energy - Alternative Source - 0.4% Dynegy, Inc. - Cl.A ..................................... 15,100 702 El Paso Corp. ........................................... 24,362 1,280 ------- 1,982 Engineering & Construction - 0.0% Fluor Corp. * ........................................... 3,300 149 Financial Services - 1.8% American Express Co. .................................... 63,000 2,444 Household International, Inc. ........................... 22,166 1,478 Lehman Brothers Holdings, Inc. .......................... 11,700 910 Merrill Lynch & Co., Inc. ............................... 39,300 2,329 Paychex, Inc. ........................................... 17,950 718 Pitney Bowes, Inc. ...................................... 11,800 497 Providian Financial Corp. * ............................. 13,700 811 Stillwell Financial, Inc. ............................... 10,900 366 ------- 9,553 Food, Beverage & Tobacco - 4.3% Adolph Coors Co. - Cl. B ................................ 1,600 80 Anheuser-Busch Cos., Inc. ............................... 42,800 1,763 Archer Daniels Midland Co. .............................. 30,266 394 Brown-Forman Corp. - Cl. B .............................. 3,300 211 Campbell Soup Co. ....................................... 19,700 507 Coca-Cola Co. ........................................... 117,600 5,292 Coca-Cola Enterprises, Inc. ............................. 20,300 332 ConAgra, Inc. ........................................... 25,700 509 General Mills, Inc. ..................................... 13,500 591 H.J. Heinz Co. .......................................... 16,100 658 Hershey Foods Corp. ..................................... 6,600 407 Kellogg Co. ............................................. 19,600 569 Pepsi Bottling Group, Inc. .............................. 6,400 257 PepsiCo, Inc. ........................................... 68,600 3,032 Philip Morris Cos., Inc. ................................ 103,300 5,243 Quaker Oats Co. ......................................... 6,400 584 Ralston-Ralston Purina Group ............................ 14,300 429 Sara Lee Corp. .......................................... 37,700 714 SuperValu, Inc. ......................................... 5,600 98 Sysco Corp. ............................................. 31,800 863 UST, Inc. ............................................... 8,300 240 186 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Food, Beverage & Tobacco - Continued Wm. Wrigley Jr. Co. ..................................... 10,600 $ 497 ------- 23,270 Health Care Products - 11.0% Abbott Laboratories ..................................... 73,200 3,514 Allergan, Inc. .......................................... 6,200 530 American Home Products Corp. ............................ 62,000 3,623 Bausch & Lomb, Inc. ..................................... 2,200 80 Baxter International, Inc. .............................. 28,200 1,382 Becton, Dickinson & Co. ................................. 11,700 419 Biomet, Inc. ............................................ 8,550 411 Boston Scientific Corp. * ............................... 19,100 325 Bristol-Myers Squibb Co. ................................ 91,300 4,775 C.R. Bard, Inc. ......................................... 2,200 125 Cardinal Health, Inc. ................................... 21,350 1,473 Chiron Corp. * .......................................... 9,200 469 Eli Lilly & Co. ......................................... 52,700 3,900 Forest Laboratories, Inc. * ............................. 8,500 603 Guidant Corp. * ......................................... 14,700 529 Johnson & Johnson ....................................... 143,378 7,169 King Pharmaceuticals, Inc. * ............................ 8,300 446 McKesson HBOC, Inc. ..................................... 13,233 491 MedImmune, Inc. * ....................................... 10,000 472 Medtronic, Inc. ......................................... 57,500 2,646 Merck & Co., Inc. ....................................... 107,800 6,889 Millipore Corp. ......................................... 1,900 118 Pfizer, Inc. ............................................ 297,175 11,902 Pharmacia Corp. ......................................... 61,805 2,840 Schering-Plough Corp. ................................... 69,300 2,511 Stryker Corp. ........................................... 9,000 494 UnitedHealth Group, Inc. ................................ 15,300 945 Watson Pharmaceuticals, Inc. * .......................... 4,800 296 ------- 59,377 Health Care Services - 0.6% Biogen, Inc. * .......................................... 7,100 386 HCA-The Healthcare Corp. ................................ 25,750 1,164 Healthsouth Corp. * ..................................... 19,800 316 Humana, Inc. * .......................................... 7,200 71 Manor Care, Inc. * ...................................... 4,400 140 St. Jude Medical, Inc. .................................. 4,200 252 Tenet Healthcare Corp. * ................................ 15,400 794 Wellpoint Health Networks, Inc. * ....................... 3,200 301 ------- 3,424 Household Appliances & Furnishings - 0.1% Maytag Corp. ............................................ 3,500 102 Whirlpool Corp. ......................................... 3,100 194 ------- 296 Housing - 0.1% Centex Corp. ............................................ 2,800 114 Masco Corp. ............................................. 21,600 539 Pulte Corp. ............................................. 2,200 94 ------- 747 Insurance - 4.1% Aetna US Healthcare, Inc. * ............................. 6,700 173 AFLAC, Inc. ............................................. 24,900 784 Allstate Corp. .......................................... 34,600 1,522 Ambac Financial Group, Inc. ............................. 5,000 291 American General Corp. .................................. 23,842 1,108 American International Group, Inc. ...................... 109,729 9,437 Aon Corp. ............................................... 11,900 417 Chubb Corp. ............................................. 8,300 643 Cigna Corp. ............................................. 7,200 690 Cincinnati Financial Corp. .............................. 7,900 312 Conseco, Inc. ........................................... 15,391 210 Hartford Financial Services Group, Inc. ................. 11,100 759 Jefferson-Pilot Corp. ................................... 7,575 366 John Hancock Financial Services ......................... 14,400 580 Lincoln National Corp. .................................. 9,000 466 Marsh & McLennan Cos., Inc. ............................. 13,100 1,323 MBIA, Inc. .............................................. 7,100 395 Metlife, Inc. ........................................... 35,700 1,106 MGIC Investment Corp. ................................... 4,900 356 Safeco Corp. ............................................ 6,100 180 St. Paul Cos., Inc. ..................................... 10,214 518 Torchmark, Inc. ......................................... 6,300 253 UnumProvident Corp. ..................................... 11,720 376 ------- 22,265 Leisure & Recreation - 0.7% Brunswick Corp. ......................................... 3,800 91 Carnival Corp. .......................................... 27,300 838 Eastman Kodak Co. ....................................... 13,300 621 Harrah's Entertainment, Inc. * .......................... 5,200 183 Hasbro, Inc. ............................................ 7,125 103 Hilton Hotels Corp. ..................................... 17,500 203 Loews Corp. ............................................. 9,200 593 Mattel, Inc. ............................................ 20,900 395 Sabre Group Holdings, Inc. * ............................ 6,274 314 Starwood Hotels & Resorts Worldwide, Inc. ............... 8,900 332 ------- 3,673 Machinery - 0.4% Caterpillar, Inc. ....................................... 16,500 826 Deere & Co. ............................................. 10,700 405 Dover Corp. ............................................. 9,500 358 FMC Corp. * ............................................. 1,400 96 Ingersoll-Rand Co. ...................................... 7,800 321 McDermott International, Inc. ........................... 2,100 25 Thermo Electron Corp. * ................................. 8,600 189 ------- 2,220 187 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Media - Publishing - 0.4% Dow Jones & Co., Inc. ................................... 4,400 $ 263 Gannett Co., Inc. ....................................... 12,300 810 Knight-Ridder, Inc. ..................................... 3,300 196 Meredith Corp. .......................................... 2,200 79 New York Times Co. - Cl. A .............................. 7,300 306 Tribune Co. ............................................. 14,265 571 ------- 2,225 Media - TV & Radio - 4.3% AOL Time Warner, Inc. * ................................. 208,550 11,053 Clear Channel Communications, Inc. ...................... 27,800 1,743 Comcast Corp. - Cl. A ................................... 44,600 1,936 McGraw-Hill Cos., Inc. .................................. 9,200 609 The Walt Disney Co. ..................................... 98,500 2,846 Univision Communications, Inc. - Cl. A.* ................................................. 9,500 406 Viacom, Inc. - Cl. B. * ................................. 83,562 4,324 ------- 22,917 Metal Production & Fabrication - 0.0% Timken Co. .............................................. 2,900 49 Worthington Industries, Inc. ............................ 3,700 50 ------- 99 Metals & Mining - 0.9% Alcan Aluminum, Ltd. .................................... 15,000 630 Alcoa, Inc. ............................................. 41,088 1,619 Inco, Ltd. .............................................. 9,400 162 Minnesota Mining & Manufacturing Co. .................... 18,800 2,145 Newmont Mining Corp. .................................... 9,401 175 Phelps Dodge Corp. ...................................... 3,396 141 ------- 4,872 Natural Gas Distribution - 0.5% Enron Corp. ............................................. 35,500 1,740 KeySpan Corp. ........................................... 6,400 233 Nicor, Inc. ............................................. 2,000 78 Peoples Energy Corp. .................................... 1,900 76 Williams Cos., Inc. ..................................... 22,600 745 ------- 2,872 Oil - 1.3% Baker Hughes, Inc. ...................................... 15,600 522 ONEOK, Inc. ............................................. 2,400 47 Royal Dutch Petroleum Co. - NY Shares .................................................. 100,800 5,874 Tosco Corp. ............................................. 7,100 313 ------- 6,756 Oil & Natural Gas Exploration & Production - 4.8% Amerada Hess Corp. ...................................... 4,200 340 Anadarko Petroleum Corp. ................................ 11,662 630 Apache Corp. ............................................ 5,700 289 Burlington Resources, Inc. .............................. 10,510 420 Chevron Corp. ........................................... 30,400 2,751 Conoco, Inc. - Cl. B .................................... 29,145 842 Devon Energy Corp. ...................................... 6,000 315 EOG Resources, Inc. ..................................... 5,600 199 Exxon Mobil Corp. ....................................... 162,455 14,191 Kerr-McGee Corp. ........................................ 4,470 296 Kinder Morgan, Inc. ..................................... 5,400 271 Noble Drilling Corp. * .................................. 6,600 216 Occidental Petroleum Corp. .............................. 18,200 484 Phillips Petroleum Co. .................................. 11,900 678 Rowan Cos., Inc. * ...................................... 4,000 89 Sempra Energy ........................................... 9,704 265 Sunoco, Inc. ............................................ 3,800 139 Texaco, Inc. ............................................ 26,100 1,738 Transocean Sedco Forex, Inc. ............................ 15,236 629 Unocal Corp. ............................................ 11,400 389 USX-Marathon Group ...................................... 14,500 428 ------- 25,599 Oil - Equipment & Service - 0.5% Halliburton Co. ......................................... 20,600 734 Nabors Industries, Inc. * ............................... 7,100 264 Schlumberger, Ltd. ...................................... 27,200 1,432 ------- 2,430 Paper & Forest Products - 0.7% Boise Cascade Corp. ..................................... 2,500 88 Georgia-Pacific Corp. ................................... 10,526 356 International Paper Co. ................................. 22,467 802 Kimberly-Clark Corp. .................................... 25,000 1,398 Louisiana-Pacific Corp. ................................. 4,600 54 Mead Corp. .............................................. 4,400 120 Potlatch Corp. .......................................... 1,200 41 Temple-Inland, Inc. ..................................... 2,200 117 Westvaco Corp. .......................................... 4,300 105 Weyerhaeuser Co. ........................................ 10,500 577 Willamette Industries, Inc. ............................. 5,400 267 ------- 3,925 Personal & Commercial Lending - 2.8% Capital One Financial Corp. ............................. 10,200 612 Citigroup, Inc. ......................................... 236,790 12,512 Countrywide Credit Industries, Inc. ..................... 5,500 252 MBNA Corp. .............................................. 40,575 1,337 USA Education, Inc. ..................................... 7,900 577 ------- 15,290 Pollution Control - 0.2% Allied Waste Industries, Inc. * ......................... 8,600 161 Waste Management, Inc. .................................. 29,057 895 ------- 1,056 Precious Metals/Gems/Stones - 0.1% Barrick Gold Corp. ...................................... 19,300 292 188 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Precious Metals/Gems/Stones - Continued Freeport-McMoRan Copper & Gold, Inc. - Cl. B .................................................. 6,300 $ 70 Homestake Mining Co. .................................... 11,100 86 Placer Dome, Inc. ....................................... 14,100 138 ------- 586 Real Estate Development - 0.0% KB Home ................................................. 2,100 63 Real Estate Investment Trust - 0.1% Marriott International, Inc. - Cl. A .................... 11,800 559 Retail - Department Stores - 4.7% Bed Bath & Beyond, Inc. * ............................... 13,100 409 Circuit City Stores, Inc. ............................... 8,700 157 Dillard's, Inc. - Cl. A ................................. 3,600 55 Federated Department Stores, Inc. * ..................... 9,200 391 Gap, Inc. ............................................... 41,075 1,191 Harcourt General, Inc. .................................. 3,500 204 Home Depot, Inc. ........................................ 109,650 5,104 J.C. Penney Co., Inc. ................................... 12,400 327 K-mart Corp. * .......................................... 22,900 263 Kohl's Corp. ............................................ 15,500 972 Limited, Inc. ........................................... 20,052 331 Lowe's Cos., Inc. ....................................... 18,200 1,320 May Department Stores Co. ............................... 13,950 478 Nordstrom, Inc. ......................................... 7,000 130 Office Depot, Inc. ...................................... 12,900 134 RadioShack Corp. ........................................ 8,800 268 Sears, Roebuck & Co. .................................... 15,500 656 Staples, Inc. * ......................................... 20,750 332 Target Corp. ............................................ 42,600 1,474 Tiffany & Co. ........................................... 6,900 250 TJX Cos., Inc. .......................................... 13,400 427 Toys "R" Us, Inc. * ..................................... 9,300 230 Wal-Mart Stores, Inc. ................................... 210,400 10,268 ------- 25,371 Retail - Drug Stores - 0.4% CVS Corp. ............................................... 18,300 706 Longs Drug Stores Corp. ................................. 1,900 41 Walgreen Co. ............................................ 48,200 1,646 ------- 2,393 Retail - Food - 1.0% Albertson's, Inc. ....................................... 19,177 575 Darden Restaurants, Inc. ................................ 5,300 148 McDonald's Corp. ........................................ 61,800 1,672 Safeway, Inc. * ......................................... 24,200 1,162 Starbucks Corp. * ....................................... 17,400 400 The Kroger Co. * ........................................ 39,200 980 Tricon Global Restaurants, Inc. * ....................... 7,050 310 Wendy's International, Inc. ............................. 4,900 125 Winn-Dixie Stores, Inc. ................................. 6,700 175 ------- 5,547 Retailers - Broadline - 0.0% Big Lots, Inc. .......................................... 5,300 73 Shoe & Apparel Manufacturing - 0.2% Liz Claiborne, Inc. ..................................... 2,300 116 Nike, Inc. - Cl. B ...................................... 12,400 520 Reebok International, Ltd. .............................. 2,400 77 V.F. Corp. .............................................. 5,800 211 ------- 924 Steel - 0.1% Allegheny Technologies, Inc. ............................ 3,750 68 Nucor Corp. ............................................. 3,600 176 USX-U.S. Steel Group, Inc. .............................. 3,800 76 ------- 320 Telecommunication Equipment - 1.6% ADC Telecommunications, Inc. * .......................... 36,700 242 Andrew Corp. * .......................................... 3,450 64 Comverse Technology, Inc. ............................... 7,700 440 JDS Uniphase Corp. * .................................... 60,900 761 Linear Technology Corp. ................................. 14,800 654 Lucent Technologies, Inc. ............................... 161,925 1,004 Micron Technology, Inc. ................................. 27,700 1,139 Nortel Networks Corp. ................................... 151,000 1,373 Qualcomm, Inc. * ........................................ 36,100 2,111 Scientific-Atlanta, Inc. ................................ 7,400 300 Symbol Technologies, Inc. ............................... 10,300 229 Tellabs, Inc. * ......................................... 19,200 372 ------- 8,689 Telecommunication Services - 2.1% Avaya , Inc. * .......................................... 14,102 193 Citizens Communications Co. ............................. 14,400 173 Global Crossing, Ltd. * ................................. 41,490 358 Nextel Communications, Inc. - Cl. A. * .................. 36,700 642 Sprint PCS (PCS Group). * ............................... 43,500 1,051 Verizon Communications .................................. 127,174 6,804 WorldCom, Inc. * ........................................ 136,477 1,938 ------- 11,159 Telephone - 3.4% Alltel Corp. ............................................ 14,600 894 AT&T Corp. .............................................. 161,707 3,558 BellSouth Corp. ......................................... 88,600 3,568 CenturyTel, Inc. ........................................ 7,100 215 Constellation Energy Group .............................. 7,500 319 Qwest Communications International, Inc. ................ 78,462 2,501 SBC Communications, Inc. ................................ 158,297 6,341 Sprint Corp. ............................................ 42,400 906 ------- 18,302 Transportation Services - 0.7% AMR Corp. * ............................................. 7,500 271 Burlington Northern Santa Fe Corp. ...................... 18,900 570 189 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- EQUITY INDEX FUND Market Name of Issuer Shares Value (000's) COMMON STOCK - CONTINUED Transportation Services - Continued CSX Corp. ............................................... 9,900 $ 359 Delta Air Lines, Inc. ................................... 5,800 256 Fedex Corp. * ........................................... 14,300 575 Norfolk Southern Corp. .................................. 18,000 372 Ryder System, Inc. ...................................... 2,600 51 Southwest Airlines Co. .................................. 35,250 652 U.S. Airways Group, Inc. * .............................. 2,900 70 Union Pacific Corp. ..................................... 11,600 637 ------- 3,813 U.S. Government Agencies - 1.2% Federal Home Loan Mortgage Corp. ........................ 33,000 2,310 Federal National Mortgage Assoc ......................... 46,900 3,994 ------- 6,304 ------- TOTAL COMMON STOCK- ............... 96.5% 520,278 ------- Par Value (000's) SHORT-TERM INVESTMENTS Investment in joint trading account 3.97% due 07/02/01 ...................................... $ 17,751 17,751 U.S. Treasury Bills 3.435% due 09/13/01# .................................... 1,245 1,236 -------- -------- TOTAL SHORT-TERM INVESTMENTS- ............... 3.5% 18,987 -------- -------- TOTAL INVESTMENTS- ............... 100.0% 539,265 Other Assets & Liabilities, Net- ............... (0.0)% (118) -------- -------- NET ASSETS- ............... 100.0% $539,147 ======== ======== * Non-income producing security. # All or a portion of the principle amount of this security was pledged to cover initial margin requirements for open future contracts. See notes to financial statements. 190 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- HIGH YIELD BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS Aerospace & Defense - 1.6% Argo-Tech Corp. 8.625% due 10/01/07 ..................................... 415 $ 371 K&F Industries, Inc. - Sr. Sub. Notes 9.25% due 10/15/07 ...................................... 225 232 ------- 603 Asset Backed - 0.4% Hayes Lemmerz International , Inc. Sr. Notes 144A 11.875% due 06/15/06 .................................... 150 148 Auto & Truck Parts - 5.0% Accuride Corp. - Sr. Sub. Notes 9.25% due 02/01/08 ...................................... 375 248 Delco Remy International, Inc. 10.625% due 08/01/06 .................................... 195 198 Delco Remy International, Inc. - Sr Notes 8.625% due 12/15/07 ..................................... 50 49 Dura Operating Corp. 9.0% due 05/01/09 ....................................... 235 217 Federal Mogul Corp. 7.5% due 01/15/09 ....................................... 750 90 Federal Mogul Corp. - Sr. Notes 8.8% due 04/15/07 ....................................... 100 13 Hayes Lemmerz International, Inc. 9.125% due 07/15/07 ..................................... 575 431 Hayes Lemmerz International, Inc. - Ser. B 9.125% due 07/15/07 ..................................... 5 4 LDM Technologies, Inc. 10.75% due 01/15/07 ..................................... 135 81 Lear Corp. - Ser. B 7.96% due 05/15/05 ...................................... 140 141 8.11% due 05/15/09 ...................................... 300 298 Lear Corp. - Sub. Notes 9.5% due 07/15/06 ....................................... 100 104 Numatics, Inc. - Ser. B 9.625% due 04/01/08 ..................................... 100 63 ------- 1,937 Automobile - 0.5% Navistar International Corp.- Sr Notes 144A 9.375% due 06/01/06 ..................................... 35 35 Navistar International - Sr. Sub Notes Ser. B 8.0% due 02/01/08 ....................................... 150 140 ------- 175 Bank - 0.3% Western Financial Bank - Sub. 8.875% due 08/01/07 ..................................... 125 118 Business Services - 0.2% Express Scripts, Inc. - Sr. Notes 9.625% due 06/15/09 ..................................... 80 87 Chemical - 3.5% Acetex Corp. - Sr. Notes 9.75% due 10/01/03 ...................................... 120 120 Georgia Gulf Corp. 10.375% due 11/01/07 .................................... 400 400 Lyondell Chemical Co. 9.875% due 05/01/07 ..................................... 345 345 Lyondell Chemical Co. - Debs 9.8% due 02/01/20 ....................................... 110 107 Lyondell Chemical Co. - Sec. Notes Ser. A 9.625% due 05/01/07 ..................................... 100 100 PCI Chemicals Canada, Inc. 9.25% due 10/15/07 ...................................... 90 43 PMD Group, Inc. 144A 11.0% due 02/28/11 ...................................... 15 15 Sterling Chemicals, Inc. - Ser. B 12.375% due 07/15/06 .................................... 125 103 Texas Petrochemical Corp. - Sr. Sub. Notes 11.125% due 07/01/06 .................................... 150 133 ------- 1,366 Chemicals - 0.2% Hexcel Corp. Sr. Sub Notes 144A 9.75% due 01/15/09 ...................................... 85 82 Coal - 0.7% P&L Coal Holdings Corp. 9.625% due 05/15/08 ..................................... 242 254 Commercial Services - 3.1% Allied Waste North America 10.0% due 08/01/09 ...................................... 450 464 American Color Graphics, Inc. 12.75% due 08/01/05 ..................................... 250 245 Pierce Leahy Command Co. 8.125% due 05/15/08 ..................................... 75 75 Pierce Leahy Corp. - Sr. Sub. Notes 9.125% due 07/15/07 ..................................... 220 222 Waste Management, Inc. 6.875% due 05/15/09 ..................................... 200 194 ------- 1,200 Computer Equipment - 0.5% Seagate Technology, Inc. 144A 12.5% due 11/15/07 ...................................... 210 208 Computer Software & Services - 1.2% Concentric Network Corp. - Sr. Notes 12.75% due 12/15/07 ..................................... 150 51 Exodus Communications, Inc. 10.75% due 12/15/09 ..................................... 300 102 Exodus Communications, Inc. - Sr Notes 11.25% due 07/01/08 ..................................... 150 52 11.625% due 07/15/10 .................................... 650 231 PSINet, Inc. - Sr. Notes 10.0% due 02/15/05 ...................................... 200 13 191 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- HIGH YIELD BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Computer Software & Services - Continued PSINet, Inc. - Sr. Notes 11.0% due 08/01/09 ...................................... 50 $ 3 11.5% due 11/01/08 ...................................... 375 24 ------- 476 Construction - 0.4% Beazer Homes USA , Inc. - Sr. Notes 8.625% due 05/15/11 ..................................... 115 116 Kansas City Southern Railway Co. 9.5% due 10/01/08 ....................................... 25 26 ------- 142 Consumer Miscellaneous - 2.0% Hasbro, Inc. - Notes 7.95% due 03/15/03 ...................................... 83 80 8.5% due 03/15/06 ....................................... 34 33 Lin Holdings Corp. - Sr. Disc. Notes 1.0% due 03/01/08 ....................................... 750 579 Resolution Performance Products - Sr. Sub Notes 13.5% due 11/15/10 ...................................... 65 70 ------- 762 Container - 3.8% BWAY Corp. - Ser. B 10.25% due 04/15/07 ..................................... 175 166 Crown Cork & Seal Co., Inc. - Notes 8.375% due 01/15/05 ..................................... 175 72 Gaylord Container Corp. - Sr. Notes Ser. B 9.375% due 06/15/07 ..................................... 645 407 Owens-Illinois Inc. 7.85% due 05/15/04 ...................................... 165 130 Owens-Ilinois, Inc. - Debs 7.5% due 05/15/10 ....................................... 210 149 Stone Container Corp. 9.75% due 02/01/11 ...................................... 350 356 Stone Container Corp. - Sr. Notes 144A 9.25% due 02/01/08 ...................................... 200 203 ------- 1,483 Diversified Operations - 1.0% Consumers International - Sr. Notes 10.25% due 04/01/05 ..................................... 350 112 Pacifica Papers, Inc. - Sr. Notes 10.0% due 03/15/09 ...................................... 50 53 Roller Bearing Co. America, Inc. - Ser. B 9.625% due 06/15/07 ..................................... 30 28 SCG Holdings Corp. 12.0% due 08/01/09 ...................................... 229 144 Westinghouse Air Brake Co. - Sr Notes 9.375% due 06/15/05 ..................................... 45 45 ------- 382 Electric Power - 3.9% AES Corp. - Sr. Notes 8.875% due 02/15/11 ..................................... 485 473 Calpine Corp. - Sr. Notes 8.5% due 02/15/11 ....................................... 600 577 8.625% due 08/15/10 ..................................... 100 97 CMS Energy Corp. Sr. Notes 7.5% due 01/15/09 ....................................... 200 186 Western Resources, Inc. 7.125% due 08/01/09 ..................................... 15 14 Western Resources, Inc. - Sr. Notes 6.875% due 08/01/04 ..................................... 180 172 ------- 1,519 Electrical Equipment - 2.0% Amkor Technologies, Inc. 9.25% due 05/01/06 ...................................... 50 48 9.25% due 02/15/08 ...................................... 475 446 Amkor Technologies, Inc. - Sr. Sub Notes 10.5% due 05/01/09 ...................................... 175 165 Wesco Distribution, Inc. - Ser. B 9.125% due 06/01/08 ..................................... 100 95 ------- 754 Electronic Products & Services - 0.3% ViaSystems, Inc. Sr. Sub Notes Ser B 9.75% due 06/01/07 ...................................... 230 115 Financial Services - 0.6% AMSC Acquisition Co., Inc. - Ser. B 12.25% due 03/31/08 ..................................... 50 13 Tembec Finance Corp. - Sr. Notes 9.875% due 09/30/05 ..................................... 195 201 ------- 214 Food, Beverage & Tobacco - 2.0% Aurora Foods, Inc. - Sr. Sub Notes 9.875% due 02/15/07 ..................................... 230 1202 8.75% due 07/01/08 ...................................... 75 62 Azurix Corp. 10.75% due 02/15/10 ..................................... 145 146 Nash-Finch Co. - Ser. B 8.5% due 05/01/08 ....................................... 225 213 New World Pasta Co. 9.25% due 02/15/09 ...................................... 225 148 ------- 771 Health Care Products - 4.8% Alaris Medical Systems, Inc. 9.75% due 12/01/06 ...................................... 850 595 Alaris Medical, Inc. - Sr. Disc Notes 1.0% due 08/01/08 ....................................... 150 38 Bergen Brunswig Corp. 7.375% due 01/15/03 ..................................... 250 249 Conmed Corp. 9.0% due 03/15/08 ....................................... 340 333 192 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- HIGH YIELD BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Health Care Products - Continued Mediq, Inc. 11.0% due 06/01/08 ...................................... $ 125 $ 1 Owens & Minor, Inc. 10.875% due 06/01/06 .................................... 131 138 Owens Illinois, Inc. 7.15% due 05/15/05 ...................................... 315 233 Packard Bioscience, Co. - Sr. Sub Notes 9.375% due 03/01/07 ..................................... 125 118 Warner Chilcott, Inc. 12.625% due 02/15/08 .................................... 125 138 ------- 1,843 Health Care Services - 3.3% Beverly Enterprises, Inc. 9.0% due 02/15/06 ....................................... 410 419 9.625% due 04/15/09 ..................................... 130 133 Bio-Rad Laboratories, Inc. 11.625% due 02/15/07 .................................... 107 116 Fisher Scientific International, Inc. - Sr. Sub Notes 9.0% due 02/01/08 ....................................... 125 124 HCA-The Healthcare Corp. - Notes 8.75% due 09/01/10 ...................................... 65 69 Manor Care, Inc. - Sr. Notes 144A 8.0% due 03/01/08 ....................................... 25 25 Omnicare, Inc. - Sr. Sub Notes 144A 8.125% due 03/15/11 ..................................... 50 52 Tenet Healthcare Corp. - Sr. Sub Notes 8.125% due 12/01/08 ..................................... 75 77 8.625% due 01/15/07 ..................................... 50 52 Triad Hospitals 8.75% due 05/01/09 ...................................... 50 51 Universal Hospital Services - Sr Notes 10.25% due 03/01/08 ..................................... 150 136 ------- 1,254 Household Appliances / Furnishings - 0.4% Mattress Discounters Corp. 12.625% due 07/15/07 .................................... 75 23 Sealy Mattress Co. - Ser. B 0.0% due 12/15/07 ....................................... 175 143 ------- 166 Housing - 2.3% American Standard Cos., Inc. 7.625% due 02/15/10 ..................................... 85 84 Grove Worldwide LLC - Sr. Sub. Notes 9.25% due 05/01/08 ...................................... 85 1 KB Home - Sr. Sub Notes 9.5% due 02/15/11 ....................................... 280 281 Standard Pacific Corp. - Sr. Notes 8.5% due 06/15/07 ....................................... 110 108 8.5% due 04/01/09 ....................................... 220 216 Standard Pacific Corp. - Sr. Notes 9.5% due 09/15/10 ....................................... 200 201 ------- 891 Industrial Tech - div - 0.7% Conseco, Inc. - Sr. Notes 10.75% due 06/15/08 ..................................... 265 260 Leisure & Recreation - 4.9% Ackerley Group, Inc. - Sr. Sub Notes Ser. B 9.0% due 01/15/09 ....................................... 400 350 AMC Entertainment, Inc. - Sr. Sub. Notes 9.5% due 03/15/09 ....................................... 50 46 9.5% due 02/01/11 ....................................... 375 334 John Q. Hammons Hotels 8.875% due 02/15/04 ..................................... 425 420 Physician Sales & Service, Inc. 8.5% due 10/01/07 ....................................... 230 214 Station Casinos, Inc. - Sr. Sub Notes 8.875% due 12/01/08 ..................................... 150 151 9.875% due 07/01/10 ..................................... 100 103 True Temper Sports, Inc. - Sr. Sub. Notes 10.875% due 12/01/08 .................................... 275 280 ------- 1,898 Machinery - 0.4% Anthony Crane Rental - Sr. Notes 10.375% due 08/01/08 .................................... 300 155 Media - Publishing - 0.3% Sun Media Corp. - Sr. Sub. Notes 9.5% due 05/15/07 ....................................... 135 134 Media - TV & Radio - 11.9% Adelphia Communications Corp. 9.375% due 11/15/09 ..................................... 50 48 9.875% due 03/01/07 ..................................... 100 99 Allbritton Communications Co. - Sr Sub. Debs. Ser. B 9.75% due 11/30/07 ...................................... 50 51 Cablevision SA - Bonds 13.75% due 05/01/09 ..................................... 60 42 Century Communications Corp. - Cl. A 8.875% due 01/15/07 ..................................... 75 71 Century Communications Corp. - Sr Disc. Notes 0.0% due 01/15/08 ....................................... 650 299 Charter Communications Holdings LLC - Sr. Notes 10.75% due 10/01/09 ..................................... 100 105 Charter Communications Holdings LLC - Sr. Notes 144A 10.0% due 05/15/11 ...................................... 100 101 193 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- HIGH YIELD BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Media - TV Continued Charter Communications Holdings, LLC - Sr. Notes 8.625% due 04/01/09 ..................................... $ 525 $ 499 Classic Cable, Inc. 10.5% due 03/01/10 ...................................... 560 162 Classic Cable, Inc. - Ser. B 9.375% due 08/01/09 ..................................... 20 6 CSC Holdings, Inc. - Sr. Notes 144A 7.625% due 04/01/11 ..................................... 100 95 EchoStar DBS Corp. - Sr. Notes 9.375% due 02/01/09 ..................................... 675 673 Frontiervision Holding L.P. - Sr Disc. Notes 1.0% due 09/15/07 ....................................... 200 207 Granite Broadcassting Corp. - Sr Sub. Notes 8.875% due 05/15/08 ..................................... 175 122 Insight Communications Company, Inc. - Sr. Notes 144A 0.0% due 02/15/11 ....................................... 350 199 Mediacom Broadband LLC - Sr. Notes 144A 11.0% due 07/15/13 ...................................... 200 203 Quebecor Media, Inc. - Sr. Disc Notes 144A 0.0% due 07/15/11 ....................................... 680 349 Rogers Communications 8.875% due 07/15/07 ..................................... 200 200 Telewest Communications - Sr. Notes 9.875% due 02/01/10 ..................................... 650 543 Time Warner Telecom, Inc. 10.125% due 02/01/11 .................................... 370 337 United Pan Europe Communications - Sr. Notes Ser. B 11.25% due 02/01/10 ..................................... 175 63 11.5% due 02/01/10 ...................................... 125 45 Young Broadcasting, Inc. 8.75% due 06/15/07 ...................................... 50 46 ------- 4,565 Metal Production & Fabrication - 0.3% Century Aluminum Co. - Ser. 144A 11.75% due 04/15/08 ..................................... 95 99 Metals & Mining - 0.1% Neenah Corp. - Ser. F 11.125% due 05/01/07 .................................... 40 21 Neenah Corp. - Sr. Sub. Notes 11.125% due 05/01/07 .................................... 10 6 ------- 27 Natural Gas Distribution - 1.2% Energy Corp. of America - Sr. Sub. Notes 9.5% due 05/15/07 ....................................... 550 445 Oil & Natural Gas Exploration & Production - 2.0% Costilla Energy, Inc. - Sr. Notes 10.25% due 10/01/06 ..................................... 68 Plains Resources, Inc. 10.25% due 03/15/06 ..................................... 200 206 Plains Resources, Inc. - Sr. Sub Notes 10.25% due 03/15/06 ..................................... 175 180 Pride International, Inc. - Sr Notes 9.375% due 05/01/07 ..................................... 100 106 10.0% due 06/01/09 ...................................... 100 111 Texas Petrochemical Corp. - Sr. Sub. Notes 11.125% due 07/01/06 .................................... 175 156 ------- 759 Oil - Equipment & Service - 0.3% ICO, Inc. - Sr. Notes 10.375% due 06/01/07 .................................... 50 50 Pioneer Natural Resources Co. 9.625% due 04/01/10 ..................................... 45 50 ------- 100 Paper & Forest Products - 2.3% Caraustar Industries, Inc. - Sr. Sub Notes - Ser. 144A 9.875% due 04/01/11 ..................................... 300 282 Doman Industries, Ltd. 12.0% due 07/01/04 ...................................... 75 77 Doman Industries, Ltd. - Sr. Notes 8.75% due 03/15/04 ...................................... 275 165 Millar Western Forest Products, Ltd - Sr. Notes 9.875% due 05/15/08 ..................................... 200 188 Paperboard Industries International, Inc. - Sr. Notes 8.375% due 09/15/07 ..................................... 185 167 Tembec Indiana , Inc. - Sr. Notes 8.5% due 02/01/11 ....................................... 15 15 ------- 894 Pollution Control - 0.6% Allied Waste North America 7.625% due 01/01/06 ..................................... 250 247 Real Estate Development - 0.3% D.R. Horton, Inc. 8.0% due 02/01/09 ....................................... 60 58 Del Webb Corp. - Sr. Sub. Debs .......................... 10.25% due 02/15/10 ..................................... 75 77 ------- 135 Real Estate Operations - 0.1% The IT Group, Inc. 11.25% due 04/01/09 ..................................... 40 37 Retail - Department Stores - 0.3% J.C. Penney Co., Inc. 7.6% due 04/01/07 ....................................... 50 47 194 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- HIGH YIELD BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Retail - Department Stores - Continued J.C. Penney Co., Inc. Notes 7.375% due 08/15/08 ..................................... $ 85 $ 76 ------- 123 Retail - Drug Stores - 1.3% Duane Reade, Inc. - Sr. Sub. Notes 9.25% due 02/15/08 ...................................... 500 490 Retail - Food - 0.1% Stater Bros. Holdings, Inc. - Sr Notes 10.75% due 08/15/06 ..................................... 55 52 Retailers - Food & Drug - 1.2% Rite Aid Corp. - Notes 7.125% due 01/15/07 ..................................... 300 250 Rite Aid Corp. - Sr. Notes 144A 11.25% due 07/01/08 ..................................... 200 200 ------- 450 Shoe & Apparel Manufacturing - 1.4% Levi Strauss & Co. 11.625% due 01/15/08 .................................... 225 203 Levi Strauss & Co. - Notes 7.0% due 11/01/06 ....................................... 260 195 WestPoint Stevens, Inc. - Sr. Notes 7.875% due 06/15/08 ..................................... 350 128 ------- 526 Steel - 2.3% AK Steel Corp. 7.875% due 02/15/09 ..................................... 400 392 AK Steel Corp. - Sr. Notes 9.125% due 12/15/06 ..................................... 100 103 Algoma Steel, Inc. 12.375% due 07/15/05 .................................... 300 60 Armco, Inc. - Sr. Notes 9.0% due 09/15/07 ....................................... 75 74 Bayou Steel Corp. 9.5% due 05/15/08 ....................................... 10 6 National Steel Corp. 9.875% due 03/01/09 ..................................... 320 125 Weirton Steel Corp. - Sr. Notes 11.375% due 07/01/04 .................................... 375 113 ------- 873 Telecommunication Equipment - 3.1% Fairchild Semiconductor Corp. 10.375% due 10/01/07 .................................... 35 34 Fairchild Semiconductor Corp. - Sr Sub. Notes 10.125% due 03/15/07 .................................... 400 384 10.5% due 02/01/09 ...................................... 200 193 L-3 Communications Corp. - Sr. Sub. Notes 8.5% due 05/15/08 ....................................... 35 36 Nextel Communications, Inc. - Sr Notes 9.375% due 11/15/09 ..................................... 350 276 NTL, Inc. - Sr. Notes 10.0% due 02/15/07 ...................................... 100 68 Satelites Mexicanos SA - Sr. Notes 10.125% due 11/01/04 .................................... 125 85 Williams Communications Group, Inc. - Sr. Notes 10.875% due 10/01/09 .................................... 250 103 Winstar Communications, Inc. - Sr Notes 12.75% due 04/15/10 ..................................... 150 2 ------- 1,181 Telecommunication Services - 12.6% BTI Telecom Corp. - Sr. Notes 10.5% due 09/15/07 ...................................... 100 20 Crown Castle International Corp. - Sr. Disc. Notes 1.0% due 11/15/07 ....................................... 250 192 Flag Telecom Holdings, Ltd. - Sr Notes 11.625% due 03/30/10 .................................... 200 136 Fonda Group, Inc. - Sr. Sub Notes 9.5% due 03/01/07 ....................................... 125 101 GCI, Inc. - Sr. Notes 9.75% due 08/01/07 ...................................... 575 562 Global Crossing Holdings, Ltd. 9.125% due 11/15/06 ..................................... 450 354 Global Crossing Holdings, Ltd. - Sr Sub Notes 144A 8.7% due 08/01/07 ....................................... 300 229 GST Telecommunications, Inc. - Sr Sub Notes 12.75% due 11/15/07 ..................................... 50 GT Group Telecom - Sr. Disc. Notes 0.0% due 02/01/10 ....................................... 630 208 Hyperion Telecommunications, Inc. - Sr. Disc. Notes 13.0% due 04/15/03 ...................................... 250 188 Hyperion Telecommunications, Inc. - Sr. Notes 12.25% due 09/01/04 ..................................... 190 156 Insight Midwest LP 9.75% due 10/01/09 ...................................... 235 241 Insight Midwest LP - Sr. Notes 144A 10.5% due 11/01/10 ...................................... 40 42 KMC Telecom Holdings, Inc. - Sr Disc. Notes 1.0% due 02/15/08 ....................................... 275 25 Level 3 Communications, Inc. 11.25% due 03/15/10 ..................................... 200 86 Level 3 Communications, Inc. - Sr Notes 9.125% due 05/01/08 ..................................... 230 97 McLeodUSA, Inc. 8.125% due 02/15/09 ..................................... 175 95 McLeodUSA, Inc. - Sr. Notes 8.375% due 03/15/08 ..................................... 380 209 195 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- HIGH YIELD BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Telecommunication Services - Continued McLeodUSA, Inc. - Sr. Notes 9.5% due 11/01/08 ....................................... $ 55 $ 32 Nextel Communications, Inc. - Sr. Disc. Notes 1.0% due 10/31/07 ....................................... 650 422 NTL Communications Corp. - Sr. Notes 1.0% due 10/01/08 ....................................... 615 271 RCN Corp. 0.0% due 10/15/07 ....................................... 50 13 10.0% due 10/15/07 ...................................... 200 84 RCN Corp. - Sr. Disc. Notes 1.0% due 07/01/08 ....................................... 425 111 Rogers Cantel, Inc. Sr. Sec. Debs 9.375% due 06/01/08 ..................................... 225 223 Rogers Wireless, Inc. 9.625% due 05/01/11 ..................................... 175 175 Telecommunications Techniques Co. 9.75% due 05/15/08 ...................................... 240 204 Time Warner Telecom Llc - Sr. Notes 9.75% due 07/15/08 ...................................... 395 355 ------ 4,831 Telephone - 0.4% ITC DeltaCom, Inc. - Sr. Notes 8.875% due 03/01/08 ..................................... 125 71 9.75% due 11/15/08 ...................................... 75 46 Nextlink Communications, Inc. - Sr Disc. Notes 1.0% due 04/15/08 ....................................... 300 48 ------ 165 Transportation Services - 1.7% Air Canada, Inc. - Sr. Notes - Ser 144A 10.25% due 03/15/11 ..................................... 555 508 Dunlop Standard Aero Holdings - Sr Notes 11.875% due 05/15/09 .................................... 150 158 ------ 666 ------ TOTAL PUBLICLY-TRADED-BONDS- .................... 93.8% 36,062 ------ Shares COMMON STOCK Food, Beverage & Tobacco - 0.0% Aurora Foods, Inc. ...................................... 2,213 11 ------ TOTAL COMMON STOCK- 0.0% 11 ------ PREFERRED STOCK Media - Publishing - 0.3% Primedia, Inc. .......................................... 1,250 97 Telecommunication Services - 0.0% XO Communications, Inc. ................................. 136 8 ------ TOTAL PREFERRED STOCK- 0.3% 105 Market Name of Issuer Shares Value (000's) WARRANTS Household Appliances / Furnishings - 0.0% Mattress Discounters Corp. expires 07/15/07 ...................................... 75 $ 0 Telecommunication Services - 0.0% GT Group Telecom, Inc. expires 02/01/10 ...................................... 180 5 KMC Telecom Holdings, Inc. - WT 144A expires 04/15/08 ...................................... 250 1 ------ TOTAL WARRANTS- 0.0% 6 ------ Par Value (000's) SHORT-TERM INVESTMENTS - 4.0% Investment in joint trading account 3.97% due 07/02/01 ................................... $1,554 1,554 ------ ------- TOTAL INVESTMENTS- 98.1% 37,738 Other Assets & Liabilities, Net- 1.9% 725 ------ ------- NET ASSETS- 100.0% $38,463 ====== ======= 144/ Pursuant to Rule 144A under the Securities Act of 1993, these securities may be resold in transactions exempt from registration, normal/to qualified institutional buyers. At June 30, 2001, securities aggregated $3,021 or 7.8% of net assets of the Fund. See notes to financial statements. 196 SCHEDULE OF INVESTMENTS (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- GLOBAL BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS Australia - 0.9% Commonwealth of Australia - Bonds (GOVF) 7.5% due 07/15/05 ................................. 1,000 $ 542 Canada - 0.9% Government of Canada - Bonds (GOVF) 7.0% due 12/01/06 ................................. 500 348 Tellus Corp. (TELS) 7.5% due 06/01/06 ................................. 250 165 ------- 513 Denmark - 2.2% Danske Kredit (LEND) 6.0% due 10/01/29 ................................. 5,932 645 Kingdom of Denmark - Bullet Bond (GOVF) 8.0% due 03/15/06 ................................. 5,080 649 ------- 1,294 Finland - 4.6% Republic of Finland - Bonds (GOVF) 5.75% due 02/23/11 ................................ 3,050 2,662 France - 4.6% Government of France - Bonds (GOVF) 5.25% due 04/25/08 ................................ 1,580 1,362 Government of France - O.A.T. (GOVF) 5.5% due 04/25/07 ................................. 1,490 1,308 ------- 2,670 Germany - 16.9% Bayer Hypo Vereins (BANK) 5.0% due 04/02/08 ................................. 1,000 835 Bundesrepublic Deutschland - Bonds (GOVF) 6.75% due 04/22/03 ................................ 2,500 2,200 Federal Republic of Germany - Bonds (GOVF) 5.25% due 01/04/08 ................................ 3,750 3,241 5.25% due 01/04/11 ................................ 750 643 6.875% due 05/12/05 ............................... 2,350 2,146 Kredit Fur Wiederaufbau (BANK) 5.0% due 07/04/11 ................................. 900 740 ------- 9,805 Greece - 1.6% Hellenic Republic - Bonds (GOVF) 8.6% due 03/26/08 ................................. 646 650 8.8% due 06/19/07 ................................. 293 294 ------- 944 Ireland - 1.0% Republic of Ireland - Debs. (GOVF) 4.0% due 04/18/10 ................................. 750 578 Japan - 6.3% Government of Japan - Bonds (GOVF) 0.9% due 12/22/08 ................................. 370,000 2,987 1.8% due 03/22/10 ................................. 80,000 686 ------- 3,673 Luxembourg - 1.5% KFW International Finance, Inc. (GOVF) 1.75% due 03/23/10 ................................ 100,000 862 Netherlands - 4.9% Government of Netherlands - Bonds (GOVF) 6.5% due 04/15/03 ................................. 1,500 1,316 Kingdom of Netherlands (GOVF) 5.5% due 07/15/10 ................................. 1,780 1,538 ------- 2,854 New Zealand - 0.7% Government of New Zealand - Bonds (GOVF) 8.0% due 11/15/06 ................................. 1,000 430 Norway - 0.9% Norwegian Government - Bonds (GOVF) 6.75% due 01/15/07 ................................ 5,000 534 Spain - 1.5% Kingdom of Spain (GOVF) 4.0% due 01/31/10 ................................. 1,150 887 Supra National - 16.1% Asian Development Bank (BANK) 5.625% due 02/18/02 ............................... 150,000 1,244 Bank of Ireland (BANK) 6.45% due 02/10/10 ................................ 1,000 861 BAT International Finance (FOOD) 4.875% due 02/25/09 ............................... 600 466 British Telecommunications PLC (GOVF) 6.875% due 02/15/11 ............................... 1,120 959 European Investment Bank - Notes (GOVF) 3.0% due 09/20/06 ................................. 230,000 2,091 FIixed Link Finance BV (FINL) 6.3% due 08/28/25 ................................. 250 352 International-American Development Bank - Bonds (BANK) 1.9% due 07/08/09 ................................. 100,000 873 Kingdom of Spain - Notes (GOVF) 3.1% due 09/20/06 ................................. 120,000 1,098 197 SCHEDULE OF INVESTMENTS--Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- GLOBAL BOND FUND Par Market Name of Issuer Value Value (000's) (000's) PUBLICLY-TRADED BONDS - CONTINUED Supra National - Continued Mannesman Finance BV (MACH) 4.75% due 05/27/09 ................................. 750 $ 581 Royal Bank of Scotland PLC (BANK) 8.375% due 01/29/07 ................................ 300 459 Standard Charter Bank (BANK) 5.375% due 05/06/09 ................................ 450 355 ------- 9,339 Sweden - 0.8% Swedish Government (GOVF) 5.0% due 01/28/09 .................................. 5,200 468 United Kingdom - 3.7% Treasury (GOVF) 8.0% due 12/07/15 .................................. 540 968 U.K. Treasury (GOVF) 7.25% due 12/07/07 ................................. 555 856 U.K. Treasury - Bonds (GOVF) 8.5% due 12/07/05 .................................. 200 314 ------- 2,138 United States - 26.8% Aetna Inc. SR NT (INSU) 7.375% due 03/01/06 ................................ 100 99 American Tower Corp. - Sr. Notes 144A (TELS) 9.375% due 02/01/09 ................................ 225 212 Bank One Corp. - Notes (BANK) 6.5% due 02/01/06 .................................. 250 253 Belo Corp. - Debs (MEDI) 7.25% due 09/15/27 ................................. 425 363 Belo Corp. - Sr Notes (MEDI) 7.125% due 06/01/07 ................................ 100 99 CenturyTel, Inc. - Sr. Notes Ser. H (UTIT) 8.375% due 10/15/10 ................................ 250 261 Chancellor Media Corp. (MEDI) 8.0% due 11/01/08 .................................. 125 130 Charter Communications Holdings LLC - Sr Notes (MEDI) 10.75% due 10/01/09 ................................ 50 52 Charter Communications Holdings LLC - Sr Notes144A (MEDI) 10.0% due 05/15/11 ................................. 375 381 Clear Channel Communications, Inc. (MEDI) 7.65% due 09/15/10 ................................. 250 258 Comcast Cable Communications (MEDI) 6.75% due 01/30/11 ................................. 100 98 Cox Radio, Inc. - Sr Notes (MEDI) 6.625% due 02/15/06 ................................ 150 149 Crown Castle International Corp. - Sr. Notes (TELS) 10.75% due 08/01/11 ................................ 75 73 Federal Home Loan Mortgage (GOVA) 4.5% due 03/15/04 .................................. 740 626 Federal Natioanl Mortgage Assoc. (GOVA) 5.125% due 02/13/04 ................................ 1,000 1,005 6.0% due 05/15/08 .................................. 225 226 6.5% due 08/01/13 .................................. 444 446 6.5% due 09/01/30 .................................. 489 481 7.0% due 11/01/30 .................................. 745 748 7.0% due 12/01/30 .................................. 583 586 7.5% due 12/01/30 .................................. 403 411 8.0% due 12/01/30 .................................. 380 392 Federal National Mortgage Assoc. - Sr. Notes (GOVA) 2.125% due 10/09/07 ................................ 100,000 880 Fox Sports Networks LLC - Sr. Disc. Notes (MEDI) 0.0% due 08/15/07 .................................. 125 119 Liberty Media Corp. - Bonds (MEDI) 7.875% due 07/15/09 ................................ 100 96 Nisource Finance Corp. (FINL) 7.875% due 11/15/10 ................................ 125 132 Nortel Networks, Ltd. - Notes (TRAN) 6.125% due 02/15/06 ................................ 125 108 Progress Energy, Inc. - Sr. Notes (UTIE) 7.1% due 03/01/11 .................................. 100 101 Six Flags, Inc. - Sr Notes 144A (LEIS) 9.5% due 02/01/09 .................................. 100 100 Spectrasite Holdings, Inc. - Sr. Notes Ser. B (TELS) 10.75% due 03/15/10 ................................ 75 63 Tellus Corp. NT (TELS) 8.0% due 06/01/11 .................................. 75 77 The Kroger Co. (TELS) 6.8% due 04/01/11 .................................. 75 74 Time Warner, Inc. - Notes (MEDI) 8.18% due 08/15/07 ................................. 150 163 U.S. Treasury - Bonds (GOVE) 5.25% due 02/15/29 ................................. 250 229 7.25% due 05/15/16 ................................. 1,500 1,709 8.875% due 08/15/17 ................................ 425 558 U.S. Treasury - Notes (GOVE) 5.75% due 08/15/03 ................................. 1,000 1,028 6.25% due 02/15/07 ................................. 1,325 1,398 6.875% due 05/15/06 ................................ 1,000 1,078 Viacom, Inc. (MEDI) 7.7% due 07/30/10 .................................. 150 158 Waste Management, Inc. - Sr. Notes (POLL) 7.375% due 08/01/10 ................................ 125 125 ------- 15,545 ------- TOTAL PUBLICLY-TRADED-BOND .......................... 95.9% 55,738 ------- 198 SCHEDULE OF INVESTMENTS -- Continued (UNAUDITED) JOHN HANCOCK VARIABLE SERIES TRUST I June 30, 2001 - -------------------------------------------------------------------------------- GLOBAL BOND FUND Par Market Name of Issuer Value Value (000's) (000's) SHORT-TERM INVESTMENTS Investment in joint trading account - 2.0% Investment in joint trading account 3.97% due 07/02/01 ...................... $ 1,146 $ 1,146 Shares Cash Equivalents - 7.2% Navigator Securities Lending Prime Portfolio ** ............. 4,185,781 4,186 ---------- ---------- TOTAL SHORT-TERM INVESTMENTS-....... 9.2% 5,332 ---------- ---------- TOTAL INVESTMENTS- ................... 105.1% 61,070 Other Assets & Liabilities, Net .. (5.1)% (2,961) ---------- ---------- NET ASSETS- ................... 100.0% $ 58,109 ========== ========== ** Represents investment of security lending collateral. See notes to financial statements. SUMMARY OF LONG-TERM SECURITIES BY INDUSTRY Market % of Industry Value Long-Term Industry Abbreviation (000s) Investments Foreign Governmental ..................... GOVF $32,617 58.5% U.S. Governmental ........................ GOVE 6,000 10.7 U.S. Government Agencies ................. GOVA 5,801 10.4 Bank ..................................... BANK 5,620 10.1 Media - TV & Radio ....................... MEDI 2,066 3.7 Telecommunication Services ............... TELS 664 1.2 Personal & Commercial Lending ............ LEND 645 1.2 Machinery ................................ MACH 581 1.0 Financial Services ....................... FINL 484 0.9 Food, Beverage & Tobacco ................. FOOD 466 0.8 Telephone ................................ UTIT 261 0.5 Pollution Control ........................ POLL 125 0.2 Transportation ........................... TRAN 108 0.2 Electric Power ........................... UTIE 101 0.2 Leisure & Recreation ..................... LEIS 100 0.2 Insurance ................................ INSU 99 0.2 ------- ----- $55,738 100.0% ======= ===== 199 NOTES TO FINANCIAL STATEMENTS JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's Omitted) NOTE A--ORGANIZATION The John Hancock Variable Series Trust I (the "Trust") is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust is organized as a Massachusetts business trust. The Trust consists of thirty-three funds: Large Cap Growth, Fundamental Growth, Aggressive Balanced, Active Bond, Active Bond II (formerly, CORE Bond), Emerging Markets Equity, International Equity Index, International Equity, Small Cap Growth, Health Sciences, Global Balanced, Mid Cap Growth, Mid Cap Blend, Large Cap Value, Large Cap Value CORE, Large Cap Value CORE II (formerly, American Leaders Large Cap Value), Large/Mid Cap Value, Money Market, Large/Mid Cap Value II (formerly, Mid Cap Value), Small/Mid Cap Growth, Bond Index, Large Cap Aggressive Growth, Small/Mid Cap CORE, Small Cap Value(formerly, Small/Mid Cap Value), Real Estate Equity, Growth & Income, Managed, Short-Term Bond, Small Cap Equity, International Opportunities, Equity Index, High Yield Bond and Global Bond Funds (collectively, "the Funds"). The Trust may add or delete Funds in the future to accommodate various investment objectives. The Trust has issued shares of beneficial interest exclusively to John Hancock Variable Life Account U ("JHVLAU"), John Hancock Variable Life Account V ("JHVLAV"), John Hancock Variable Life Account S ("JHVLAS"), and John Hancock Variable Annuity Account I ("JHVAAI") to fund policies and contracts issued by the John Hancock Variable Life Insurance Company ("JHVLICO"), and to John Hancock Variable Annuity Account U ("JHVAAU"), John Hancock Variable Annuity Account V ("JHVAAV"), John Hancock Variable Life Insurance Account UV ("JHVLAUV"), John Hancock Variable Annuity Account H ("JHVAAH"), and John Hancock Variable Annuity Account JF ("JHVAAJF") to fund contracts and policies issued by John Hancock Life Insurance Company ("John Hancock" or "JHLICO") to Investors Partner Life Account L ("IPLL"), to John Hancock Variable Life Account PPM-1 ("PPM-1"), and to John Hancock Variable Life Account PPM-2 ("PPM-2"). NOTE B--ACCOUNTING POLICIES VALUATION OF INVESTMENTS: For the Large Cap Growth, Fundamental Growth, ------------------------ Aggressive Balanced, Emerging Markets Equity, Small Cap Growth, Health Sciences, Mid Cap Growth, Mid Cap Blend, Large Cap Value, Large Cap Value CORE, Large Cap Value CORE II, Large/Mid Cap Value, Large/Mid Cap Value II, Small/Mid Cap Growth, Large Cap Aggressive Growth, Small/Mid Cap CORE, Small Cap Value, Real Estate Equity, Growth & Income, Managed, Small Cap Equity, and Equity Index Funds: Common stocks and other such securities traded on national exchanges are normally valued on the basis of closing prices. Securities traded in the over-the-counter market and securities with no sales on the day of valuation are normally valued at their last available bid price. For the Active Bond, Active Bond II, Bond Index, Managed, Short-Term Bond, High Yield Bond and Global Bond Funds: Debt investment securities having a primary market over-the-counter are valued on the basis of valuations furnished by a pricing service which determines valuations for normal institutional size trading units of debt securities, without exclusive reliance upon quoted prices. For the Money Market Fund: The Board of Trustees has determined that the appropriate method for valuing Fund securities is amortized cost, so long as the average weighted maturity of money market instruments comprising the Fund does not exceed 90 days. Accordingly, Fund securities are valued at amortized cost, which approximates market value. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between the principal amount due at maturity and the cost of the security to the Fund. For each of the Funds, short-term investments, with a maturity not to exceed 60 days, are valued at amortized cost, which approximates market value. For the International Equity Index, International Equity, Global Balanced and International Opportunities 200 NOTES TO FINANCIAL STATEMENTS JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's Omitted) NOTE B--ACCOUNTING POLICIES--CONTINUED Funds: Investments in securities traded on national securities exchanges in the United States or on equivalent foreign exchanges are normally valued at the last quoted sales price on such exchanges as of the close of business on the date of which assets are valued. Securities traded in the over-the-counter market and securities traded with no sales on the day of valuation are normally valued at their last available bid price. All Fund securities initially expressed in terms of foreign currencies have been translated into U.S. Dollars as described in "Currency Translation" below. Investment securities for which no current market quotations are readily available, including certain foreign securities, when held by the Funds, are valued at fair value as determined in good faith by the Board of Trustees. Investment security transactions are recorded on the date of purchase or sale. REPURCHASE AGREEMENTS: The Funds may enter into repurchase agreements which --------------------- are contracts under which a Fund would acquire a security for a relatively short period (usually not more than 7 days) subject to the obligation of the seller to repurchase and the Fund to resell such security at a fixed time and price (representing the Funds' cost plus interest). A Fund will enter into repurchase agreements only with member banks of the Federal Reserve System and with "primary dealers" in United States government securities. The underlying securities, which represent the collateral of the agreement, must be marked to market daily to ensure that each repurchase agreement is fully collateralized at all times. A Fund will not invest more than 10% of its net assets in repurchase agreements maturing in more than 7 days. JOINT REPURCHASE AGREEMENTS: The Active Bond and Small Cap Growth Funds, --------------------------- along with other registered investment companies having a management contract with John Hancock Advisers, Inc. ("Adviser"), an indirect wholly-owned subsidiary of John Hancock, may participate in a joint repurchase agreement pursuant to an exemptive order issued by the Securities and Exchange Commission. Aggregate cash balances are invested in one or more repurchase agreements, whose underlying securities are obligations of the U.S. Government and/or its agencies. The Funds' custodian bank receives delivery of the underlying securities for the joint repurchase agreement on the Funds' behalf. The Adviser is responsible for ensuring that the agreement is fully collateralized at all times. The International Equity, Large Cap Value CORE and Small/Mid Cap CORE Funds, along with other registered investment companies having a management contract with Goldman Sachs Asset Management, may participate in a joint repurchase agreement pursuant to an exemptive order issued by the Securities and Exchange Commission. Aggregate cash balances are invested in one or more repurchase agreements, whose underlying securities are obligations of the U.S. Government and/or its agencies. The Funds' custodian bank receives delivery of the underlying securities for the joint repurchase agreement on the Funds' behalf. Goldman Sachs Asset Management is responsible for ensuring that the agreement is fully collateralized at all times. JOINT TRADING ACCOUNT: Pursuant to an exemptive order issued by the --------------------- Securities and Exchange Commission, the order permits the Funds to pool daily uninvested cash balances into a joint account for the purpose of investing the cash balances in short-term repurchase agreements, commercial paper and other short-term investments which in no event will have a maturity in excess of 7 days. Joint account holdings as of June 30, 2001: Name of Issuer Market Value - -------------- ------------ Abbott Laboratories, 4.10%, due 07/05/01 $29,990 AES Hawaii Inc., 3.82%, due 07/03/01 41,478 American General Financial Corp., 3.87%, due 07/05/01 49,984 Blue Ridge Asset, 3.78%, due 07/02/01 50,000 Deere John Capital Corp., 3.75%, due 07/03/01 49,995 Eagle Funding Capital Corp., 3.98%, due 07/02/01 36,025 201 NOTES TO FINANCIAL STATEMENTS JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's Omitted) NOTE B--ACCOUNTING POLICIES--Continued Name of Issuer Market Value - -------------- Ford Motor Credit Corp., 3.86%, due 07/02/01 $36,801 Ford Motor Credit Corp. Puerto Rico, 3.86%, due 07/03/01 13,099 Greenwich Funding Corp., 3.77%, due 07/02/01 18,774 Greenwich Funding Corp., 4.05%, due 07/06/01 7,496 Greenwich Funding Corp., 4.10%, due 07/05/01 3,421 National Australia Funding, 3.86%, due 07/05/01 14,807 Paccar Financial Corp., 4.05%, due 07/06/01 49,978 Petrobas Int'l Financial Corp., 3.85%, due 07/03/01 8,861 Prudential Funding Corp., 3.75%, due 07/02/01 6,584 Twin Towers Inc., 3.85%, due 07/03/01 5,102 Twin Towers Inc., 3.90%, due 07/05/01 43,986 Windmill Funding Corp., 4.05%, due 07/05/01 14,995 Windmill Funding Corp., 4.11%, due 07/06/01 34,984 -------- Joint Trading Account Totals $516,360 ======== CURRENCY TRANSLATION: All assets or liabilities initially expressed in -------------------- terms of foreign currencies are translated into U.S. dollars based on London currency exchange quotations as of 5:00 p.m., London time, on the date of any determination of the net asset value of the Funds. Unrealized exchange adjustments are included in unrealized appreciation (depreciation) of investments. Transactions affecting statement of operations accounts and net realized gain (loss) on investments are translated at the rates prevailing at the dates of transactions. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments. Reported net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of forward foreign currency contracts, disposition of foreign currencies, currency gains and losses realized between trade and settlement dates of security transactions, and the difference between the amounts of net investment income accrued and the U.S. dollar amount actually received. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities, resulting from changes in the exchange rate. DISCOUNT AND PREMIUM ON SECURITIES: The Funds accrete discount and amortize ---------------------------------- premium from par value on securities from either the date of issue or the date of purchase over the life of the security. EXPENSES: Expenses directly attributable to a Fund are charged to that -------- Fund. Expenses not directly attributed to a Fund are allocated on the basis of relative net assets. BANK BORROWINGS: The Funds (except for Money Market and International --------------- Equity Index Funds) are permitted to have bank borrowings for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Funds have entered into a syndicated line of credit agreement with State Street Bank and Trust Company ("SSBT"). This agreement enables the Funds to participate in an unsecured line of credit, which permits borrowings up to $75 million, collectively. Interest is charged to each Fund, based on its borrowing. In addition, a commitment fee is charged to each Fund based on the average daily unused portion of the line of credit and is allocated among the participating Funds. Interest expense paid under the line of credit is 202 NOTES TO FINANCIAL STATEMENTS JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's Omitted) NOTE B--ACCOUNTING POLICIES--CONTINUED included under the caption "Other fees" in the Statement of Operations. The following funds had borrowings under the line of credit during the period ended June 30, 2001: Average Daily Loan Balance During the Period for which Weighted Loans were Average Interest Fund Outstanding Interest Rate Expense - ---- ----------- ------------- ------- Large Cap Growth .................. $2,065 4.70% $ 4 Mid Cap Blend ..................... 89 5.47 -- Large Cap Aggressive Growth ........................... 1,086 4.95 -- Small/Mid Cap CORE ................ 210 6.02 -- Short-Term Bond ................... 1,568 5.95 1 International Opportunities .................... 989 4.57 3 High Yield Bond ................... 113 6.57 -- Global Bond ....................... 273 4.85 1 SECURITIES LENDING: Certain Funds (Large Cap Growth, Active Bond, ------------------ International Equity Index, Small Cap Growth, Mid Cap Growth, Large Cap Value, Large/Mid Cap Value II, Small/Mid Cap Growth, Growth & Income, Managed, Short-Term Bond, International Opportunities and Global Bond Funds) have entered into an agreement with SSBT to lend their securities to certain qualified brokers who pay these Funds negotiated lender fees. These loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. Cash collateral is invested in a short-term instrument. As with other extensions of credit, these Funds may bear the risk of delay of the loaned securities in recovery or even loss of rights in the collateral should the borrower of the securities fail financially. At June 30, 2001, the market value of the securities loaned and the market value of the collateral were as follows: Value of Securities Fund Value of Securities Loaned Value of Collateral Collateral - ---- -------------------------- ------------------- ------------------- Large Cap Growth $19,365 $20,023 - Active Bond 239,427 247,041 - International Equity 24,514 25,718 $85 Index Small Cap Growth 15,490 15,318 849 Mid Cap Growth 11,799 12,189 - Large Cap Value 5,585 5,765 - Large/Mid Cap Value II 6,269 6,461 - Small/Mid Cap Growth 27,428 28,339 - Growth & Income 9,611 9,945 - Managed 42,656 43,710 - Short-Term Bond 12,320 11,816 753 International 13,057 13,433 275 Opportunities Global Bond 4,102 4,186 - FINANCIAL FUTURES CONTRACTS: The Large Cap Growth, Active Bond, Emerging --------------------------- Markets Equity, International Equity Index, International Equity, Small Cap Growth, Health Sciences, Global Balanced, Mid Cap Growth, 203 NOTES TO FINANCIAL STATEMENTS JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's Omitted) NOTE B--ACCOUNTING POLICIES--Continued Large Cap Value CORE, Large/Mid Cap Value, Large/Mid Cap Value II, Small/Mid Cap Growth, Small Cap Value, Small/Mid Cap CORE, Real Estate Equity, Growth & Income, Managed, Short-Term Bond, Equity Index, High Yield Bond and Global Bond Funds may buy and sell financial futures contracts to hedge against the effects of fluctuations in interest rates and other market conditions. At the time the Fund enters into a financial futures contract, it will be required to deposit with its custodian a specified amount of cash or U.S. government securities, known as "initial margin". Each day, the futures contract is valued at the official settlement price of the board of trade or U.S. commodities exchange. Daily variation margin adjustments, arising from this "mark to market", are recorded by the Funds as unrealized gains or losses. When the contracts are closed, the Fund recognizes a gain or a loss. Risk of entering into futures contracts include the possibility that there may be an illiquid market and/or that a change in the value of the contract may not correlate with changes in the value of the underlying securities. In addition, the Fund could be prevented from opening or realizing the benefits of closing out futures positions because of position limits or limits on daily price fluctuations imposed by an exchange. At June 30, 2001, open financial futures contracts were as follows: Open Unrealized Fund Contracts Position Expiration Month Gain (Loss) - ---- --------- -------- ---------------- ---------- INTERNATIONAL EQUITY INDEX CAC 40 10 Euro Index 3 Long Sep. 01 $ 4 Futures DAX Index Futures 1 Long Sep. 01 5 Nikkei 225 Index Futures 3 Long Sep. 01 2 UK Treasury Bond Futures 2 Long Sep. 01 (2) ---- $ 9 ==== INTERNATIONAL EQUITY DJ Euro 50 Index Futures 6 Long Sep. 01 $ 4 TOPIX Index Futures 4 Long Sep. 01 (3) ---- $ 1 ==== LARGE CAP VALUE CORE S&P 500 Index Futures 4 Long Sep. 01 $ 4 S&P Mini 500 Index 11 Long Sep. 01 (1) Futures ---- $ 3 ==== LARGE/MID CAP VALUE S&P Mini 500 Index 7 Long Sep. 01 $ 3 Futures ==== LARGE/MID CAP VALUE II S&P 500 Index Futures 3 Long Sep. 01 ($35) ==== SMALL/MID CAP CORE Russell 2000 Index 2 Long Sep. 01 $14 Futures ==== SMALL CAP VALUE Russell 2000 Index 6 Long Sep. 01 $32 Futures ==== EQUITY INDEX S&P 500 Index Futures 56 Long Sep. 01 ($515) ===== 204 NOTES TO FINANCIAL STATEMENTS JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's Omitted) NOTE B--ACCOUNTING POLICIES--CONTINUED At June 30, 2001, the International Equity, Large Cap Value CORE and Small/Mid Cap CORE Funds had deposited $36, $165 and $200, respectively, in segregated accounts to cover initial margin requirements on open financial futures contracts. FORWARD FOREIGN CURRENCY CONTRACTS: The Funds may use forward foreign ---------------------------------- currency contracts to facilitate transactions in foreign securities and to manage Funds' currency exposure. Contracts to buy generally are used to acquire exposure to foreign currencies, while contracts to sell are used to hedge the Funds' investments against currency fluctuations. Neither type of foreign currency transaction will eliminate fluctuations in the prices of the Funds' securities or prevent loss if the price of such securities should decline. The U.S. dollar value of a forward foreign currency contract is determined using forward exchange rates supplied by a quotation service. Realized gain (loss) on the purchases and sales of forward foreign currency contracts is recognized on settlement date. As of June 30, 2001 the Emerging Markets Equity, International Equity Index, Global Balanced, Managed and Global Bond Funds had open forward foreign currency contracts which contractually obligate the Fund to deliver or receive currencies at a specified date, as follows: Principal Amount Unrealized Fund Covered by Contract Expiration Month Gain (Loss) - ---- ------------------- ---------------- ----------- EMERGING MARKETS EQUITY Currency Sold - ------------- Mexican Peso 15,170 Jan. 02 ($98) ====== INTERNATIONAL EQUITY INDEX Currency Purchased - ------------------ Euro 455 Sep. 01 ($4) Japanese Yen 102,700 Sep. 01 (29) Pound Sterling 289 Sep. 01 3 ------ ($30) ====== Currency Sold - ------------- Euro 154 Sep. 01 $2 Japanese Yen 78,800 Sep. 01 9 Pound Sterling 175 Sep. 01 1 ------ $12 ====== GLOBAL BALANCED Currency Purchased - ------------------ Canadian Dollar 128 Sep. 01 $3 Euro 93 Jul. 01 (4) Euro 214 Aug. 01 (13) Euro 164 Sep. 01 (7) Euro 399 Mar. 02 (6) ------ ($27) ====== 205 NOTES TO FINANCIAL STATEMENTS JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's Omitted) NOTE B--ACCOUNTING POLICIES--Continued Principal Amount Covered by Expiration Unrealized Fund Contract Month Gain (Loss) - ---- -------- ----- ----------- GLOBAL BALANCED-CONTINUED Currency Sold - ------------- Canadian Dollar 207 Sep. 01 ($1) Euro 39 Jul. 01 1 Euro 93 Sep. 01 4 Japanese Yen 5,907 Jul. 01 1 Japanese Yen 19,959 Aug. 01 15 Japanese Yen 5,072 Sep. 01 1 Japanese Yen 38,276 Mar. 02 3 -------- $24 ======== MANAGED Currency Purchased - ------------------ Euro 46,363 Oct. 01 ($652) Japanese Yen 4,850,237 Oct. 01 (445) Pound Sterling 5,610 Oct. 01 (29) Swiss Franc 15,760 Oct. 01 (132) -------- ($1,258) ======== Currency Sold - ------------- Euro 46,363 Oct. 01 $373 Japanese Yen 4,850,237 Oct. 01 1,335 Pound Sterling 5,610 Oct. 01 61 Swiss Franc 3,029 Jun. 01 11 Swiss Franc 12,731 Oct. 01 72 -------- $1,852 ======== GLOBAL BOND Currency Purchased - ------------------ Australian Dollar 1,954 Sep. 01 $4 Euro 254,663 Jul. 01 (73) Japanese Yen 114,590 Sep. 01 (7) -------- ($76) ======== Currency Sold - ------------- Euro 7,901 Jul. 01 $178 Euro 525 Sep. 01 10 Pound Sterling 700 Sep. 01 7 Swedish Krona 5,000 Sep. 01 20 -------- $215 ======== FEDERAL INCOME TAXES: Each of the Funds intends to comply with the -------------------- requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to shareholders. Therefore, no federal income tax provision is required. 206 NOTES TO FINANCIAL STATEMENTS JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's Omitted) NOTE B--ACCOUNTING POLICIES--CONTINUED As of December 31, 2000, the Funds had approximate net tax basis capital loss carryforwards, which may be applied against any net taxable gains, as follows: Small Cap Growth had $8,256, which expires in 2008; Money Market had $14 and $78, which expire in 2007 and 2008, respectively; Bond Index had $158 and $557, which expire in 2007 and 2008, respectively; Short-Term Bond had $131, $1,304 and $679, which expire in 2006, 2007 and 2008, respectively; High Yield Bond had $276 and $513, which expire in 2007 and 2008, respectively; and Global Bond had $1,204 and $1,947, which expire in 2007 and 2008, respectively. DIVIDENDS, INTEREST AND DISTRIBUTIONS: Dividend income is recorded on the ------------------------------------- ex-dividend date and interest income is recorded on the accrual basis. Dividend income for the Aggressive Balanced, Emerging Markets Equity, International Equity Index, International Equity, Health Sciences, Global Balanced, Mid Cap Growth, Mid Cap Blend, Large Cap Value, Large/Mid Cap Value, Large/Mid Cap Value II, Small/Mid Cap Growth, Large Cap Aggressive Growth, Real Estate Equity, Growth & Income, Managed, International Opportunities and Equity Index Funds are shown net of foreign taxes withheld of $1, $34, $268, $21, $1, $12, $3, $1, $11, $1, $6, $2, $2, $8, $92, $80, $127 and $17, respectively. Realized gains and losses from security transactions are determined on the basis of identified cost. A dividend of its net investment income will be declared and distributed daily by the Money Market Fund. Dividends of net investment income will be declared and distributed monthly by all other Funds. Each Fund will distribute all of its net realized capital gains annually, at the end of its fiscal year. ESTIMATES: The preparation of the financial statements in conformity with --------- accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE C--INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES On February 16, 2000, September 28, 2000, October 20, 2000 and April 6, 2001, the Board of Trustees of the Trust renewed its Investment Advisory Agreement with John Hancock. For its services, John Hancock receives monthly compensation at the following rates: For the Large Cap Growth Fund, 0.40% on an annual basis of the first $500,000 of the net assets of the Fund; 0.35% for net assets between $500,000 and $1,000,000; and 0.30% for net assets in excess of $1,000,000; For the Fundamental Growth Fund, 0.90% on an annual basis of the first $250,000 of the Fund's net assets; and 0.85% for net assets in excess of $250,000; For the Aggressive Balanced Fund, 0.675% on an annual basis of the first $250,000 of the Fund's net assets; 0.625% for net assets between $250,000 and $500,000; and 0.60% for net assets in excess of $500,000; For the Active Bond Fund, 0.70% on an annual basis of the first $100,000 of the net assets of the Fund; 0.65% for net assets between $100,000 and $250,000; 0.61% for net assets between $250,000 and $500,000; 0.575% for net assets between $500,000 and $1,000,000; and 0.55% for net assets in excess of $1,000,000; For the Active Bond II Fund, 0.70% on an annual basis of the first $100,000 of the net assets of the Fund; 0.65% for net assets between $100,000 and $250,000; 0.61% for net assets between $250,000 and $500,000; 0.575% for net assets between $500,000 and $1,000,000; and 0.55% for net assets in excess of $1,000,000; For the Emerging Markets Equity Fund, 1.30% on an annual basis of the first $10,000 of the Fund's net assets; 1.20% for net assets between $10,000 and $150,000; and 1.10% for net assets in excess of $150,000; 207 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's Omitted) NOTE C--INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES--CONTINUED For the International Equity Index Fund, 0.18% on an annual basis of the first $100,000 of the Fund's net assets; 0.15% for net assets between $100,000 and $200,000; and 0.11% for net assets in excess of $200,000; For the International Equity Fund, 1.00% on an annual basis of the first $50,000 of the Fund's net assets; 0.95% for net assets between $50,000 and $200,000; and 0.90% for net assets in excess of $200,000; For the Small Cap Growth Fund, 0.75% on an annual basis of the Fund's net assets; For the Health Sciences Fund, 1.00% on an annual basis of the first $250,000 of the Fund's net assets; 0.95% of net assets in excess of $250,000; For the Global Balanced Fund, 1.05% on an annual basis of the first $150,000 of the Fund's net assets; 0.95% for net assets between $150,000 and $300,000; 0.80% for net assets between $300,000 and $500,000; and 0.75% for net assets in excess of $500,000; For the Mid Cap Growth Fund, 0.85% on an annual basis of the first $100,000 of the Fund's net assets; and 0.80% on an annual basis for net assets in excess of $100,000; For the Mid Cap Blend Fund, 0.75% on an annual basis of the first $250,000 of the Fund's net assets; 0.70% for net assets between $250,000 and $500,000; and 0.65% for net assets in excess of $500,000; For the Large Cap Value Fund, 0.75% on an annual basis of the Fund's net assets; For the Large Cap Value CORE Fund, 0.75% on an annual basis for the first $50,000 of the Fund's net assets; 0.65% for net assets between $50,000 and $200,000; and 0.60% in excess of $200,000; For the Large Cap Value CORE II Fund, 0.75% on an annual basis for the first $50,000 of the Fund's net assets; 0.65% for net assets between $50,000 and $200,000; and 0.60% in excess of $200,000; For the Large/Mid Cap Value Fund, 0.95% on an annual basis for the first $25,000 of the Fund's net assets; 0.85% for net assets between $25,000 and $50,000; 0.75% for net assets between $50,000 and $100,000; and 0.65% for net assets in excess of $100,000; For the Money Market Funds, 0.25% on an annual basis of the Fund's net assets; For the Large/Mid Cap Value II Fund, 0.95% on an annual basis for the first $25,000 of the Fund's net assets; 0.85% for net assets between $25,000 and $50,000; 0.75% for net assets between $50,000 and $100,000; and 0.65% for net assets in excess of $100,000; For the Small/Mid Cap Growth Fund, 0.75% on an annual basis of the first $250,000 of the Fund's net assets; 0.70% for net assets between $250,000 and $500,000; and 0.65% for net assets in excess of $500,000; For the Bond Index Fund, 0.15% on an annual basis of the first $100,000 of the Fund's net assets; 0.13% for net assets between $100,000 and $250,000; and 0.11% for net assets in excess of $250,000; For the Large Cap Aggressive Growth Fund, 1.00% on an annual basis for the first $10,000 of the Fund's net assets; 0.875% for net assets between $10,000 and $20,000; 0.75% for net assets in excess of $20,000; For the Small/Mid Cap CORE Fund, 0.80% on an annual basis of the first $50,000 of the Fund's net assets; and 0.70% for net assets in excess of $50,000; For the Small Cap Value Fund, 0.95% on an annual basis for the first $100,000 of the Fund's net assets; 0.90% for net assets between $100,000 and $250,000; 0.85% for net assets in excess of $250,000. For the Real Estate Equity Fund, 1.10% on an annual basis of the first $50,000 of the Fund's net assets, 1.00% for net assets between $50,000 and $100,000; 0.90% for net assets between $100,000 and $200,000 and 0.80% for net assets in excess of $200,000; 208 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's Omitted) NOTE C--INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES--CONTINUED For the Growth & Income Fund, 0.71% on an annual basis of the first $150,000 of the Fund's net assets; 0.69% for net assets between $150,000 and $300,000; and 0.67% for net assets in excess of $300,000; For the Managed Fund, 0.74% on an annual basis of the first $500,000 of the Fund's net assets; 0.68% for net assets between $500,000 and $1,000,000; and 0.65% for net assets in excess of $1,000,000; For the Short-Term Bond Fund, 0.30% on an annual basis of the Fund's net assets; For the Small Cap Equity Fund, 0.90% on an annual basis of the first $150,000 of the Fund's net assets; 0.75% for net assets between $150,000 and $300,000; 0.65% for net assets between $300,000 and $500,000, and 0.60% for net assets in excess of $500,000; For the International Opportunities Fund, 1.00% on an annual basis of the first $20,000 of the Fund's net assets; 0.85% for net assets between $20,000 and $50,000; and 0.75% for net assets in excess of $50,000; For the Equity Index Fund, 0.15% on an annual basis of the first $75,000 of the Fund's net assets; 0.14% for net assets between $75,000 and $125,000; and 0.13% for the net assets in excess of $125,000; For the High Yield Bond Fund, 0.65% on an annual basis of the first $100,000 of the Fund's net assets; 0.60% for net assets between $100,000 and $200,000; and 0.50% for net assets in excess of $200,000; For the Global Bond Fund, 0.85% on an annual basis of the first $150,000 of the Fund's net assets; 0.80% for net assets between $150,000 and $300,000; 0.75% for net assets between $300,000 and 500,000; and 0.70% for the net assets in excess of $500,000. In the event that normal operating expenses of each Fund, exclusive of investment advisory fees, taxes, interest, brokerage commissions and extraordinary expenses, shall exceed 0.10% of each Fund's daily net asset value, John Hancock and JHVLICO will reimburse each Fund for such excess. Accordingly, for the period ended June 30, 2001, the reimbursements paid from John Hancock and JHVLICO were $249 to Large Cap Growth, $50 to Fundamental Growth, $28 to Aggressive Balanced, $84 to Active Bond, $23 to Active Bond II, $286 to Emerging Markets Equity, $15 to International Equity Index, $42 to International Equity, $24 to Global Balanced, $24 to Mid Cap Blend, $21 to Large Cap Value CORE, $34 to Large Cap Value CORE II, $14 Large/Mid Cap Value, $31 to Small/Mid Cap CORE, $11 to Small Cap Value, $149 to Growth & Income, $3 to Small Cap Equity, $57 to International Opportunities, $14 to High Yield Bond and $9 to Global Bond Funds. During the year ended December 31, 2000, John Hancock voluntarily contributed approximately $284 to the Money Market Fund. John Hancock received no shares of beneficial interest or other consideration in exchange for the contribution, which increased the Funds' net asset values. John Hancock has entered into Sub-Advisory Agreements with Independence Investment LLC, formerly Independence Investment Associates, Inc., with respect to the Large Cap Growth, Aggressive Balanced, Mid Cap Blend, Real Estate Equity, Growth & Income, Managed and Short-Term Bond Funds; with Adviser, with respect to the Active Bond, Active Bond II and Small Cap Growth Funds; with Independence International Associates, Inc., with respect to the International Equity Index Fund, each of whom is an affiliate of John Hancock, and, under the supervision of John Hancock, is responsible for the day-to-day investment management of each of the Funds. John Hancock has also entered into the Sub-Advisory Agreements with the following Sub-Advisers, each of whom under the supervision of John Hancock, is responsible for the day-to-day investment management of each of the Funds: 209 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's Omitted) NOTE C--INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES--CONTINUED Fund Sub-Advisers - ---- ------------ Fundamental Growth Putnam Investment Management, LLC. Emerging Markets Equity Morgan Stanley Investment Management, Inc. International Equity Goldman Sachs Asset Management Health Sciences Putnam Investment Management, LLC Global Balanced Capital Guardian Trust Company Mid Cap Growth Janus Capital Corporation Large Cap Value T. Rowe Price Associates, Inc. Large Cap Value CORE Goldman Sachs Asset Management Large Cap Value CORE II Goldman Sachs Asset Management Large/Mid Cap Value Wellington Management Company, LLP Money Market Wellington Management Company, LLP Large/Mid Cap Value II Wellington Management Company, LLP Small/Mid Cap Growth Wellington Management Company, LLP Bond Index Mellon Bond Associates, LLP Large Cap Aggressive Growth Alliance Capital Management, LLP Small/Mid Cap CORE Goldman Sachs Asset Management Small Cap Value T. Rowe Price Associates, Inc. Real Estate Equity Morgan Stanley Investment Management, Inc. Growth & Income Putnam Investment Management, LLC Managed Capital Guardian Trust Company Small Cap Equity Capital Guardian Trust Company International Opportunities T. Rowe Price International, Inc. Equity Index State Street Global Bank & Trust N.A. High Yield Bond Wellington Management Company, LLP Global Bond Capital Guardian Trust Company Signator Investors, Inc., a wholly owned subsidiary of John Hancock is the principal underwriter and transfer agent of the Trust. Certain officers and trustees of the Trust are officers and directors of JHVLICO, JHVLAU, JHVLAV, JHVLAS, JHVAAI, JHVLAUV, JHVAAV, JHVAAU, JHVAAH, JHVAAJF, PPM-1, and PPM-2, and some are also officers of John Hancock. Fees for independent trustees are paid by the Trust. NOTE D--INVESTMENT TRANSACTIONS Purchases and proceeds from sales and maturities of investments, excluding short-term securities and obligations of the U.S. government, for each Fund for the period ended June 30, 2001 were as follows: Fund Purchases Sales and Maturities - ---- --------- -------------------- Large Cap Growth $348,967 $470,780 Fundamental Growth 26,189 20,227 Aggressive Balanced 18,881 18,201 210 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's Omitted) NOTE D--INVESTMENT TRANSACTIONS--CONTINUED Fund Purchases Sales and Maturities - ---- --------- -------------------- Active Bond $1,032,689 $1,031,185 Active Bond II 10,764 9,694 Emerging Markets Equity 19,299 20,006 International Equity Index 1,523 13,009 International Equity 11,489 3,490 Small Cap Growth 92,144 106,028 Health Sciences 21,829 1,103 Global Balanced 5,863 5,235 Mid Cap Growth 205,948 179,358 Mid Cap Blend 18,693 16,729 Large Cap Value 31,678 14,597 Large Cap Value CORE 32,971 7,446 Large Cap Value CORE II 6,934 6,108 Large/Mid Cap Value 28,813 8,658 Large/Mid Cap Value II 175,136 174,373 Small/Mid Cap Growth 86,602 90,331 Bond Index 56,128 37,584 Large Cap Aggressive Growth 27,076 14,269 Small/Mid Cap CORE 13,939 7,798 Small Cap Value 49,686 29,419 Real Estate Equity 16,297 19,157 Growth & Income 1,301,449 1,497,180 Managed 2,547,128 2,660,323 Short-Term Bond 76,006 43,513 Small Cap Equity 19,961 14,766 International Opportunities 8,697 22,541 Equity Index 108,060 56,800 High Yield Bond 17,368 4,789 Global Bond 13,024 17,850 The identified cost of investments owned by the Funds (including earned discount on corporate short-term notes, and commercial paper) and their respective gross unrealized appreciation and depreciation at June 30, 2001, were as follows: Net Unrealized Identified Unrealized Unrealized Appreciation Fund Cost Appreciation Depreciation (Depreciation) - ---- ---- ------------ ------------ -------------- Large Cap Growth $879,877 $91,678 $(98,282) $(6,604) Fundamental Growth 43,668 2,716 (6,770) (4,054) Aggressive Balanced 19,821 1,320 (958) 362 Active Bond 751,001 12,448 (5,054) 7,394 Active Bond II 6,036 102 (28) 74 211 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's) Omitted) NOTE D--INVESTMENT TRANSACTIONS--Continued Net Unrealized Identified Unrealized Unrealized Appreciation Fund Cost Appreciation Depreciation (Depreciation) - ---- ---- ------------ ------------ ------------ Emerging Markets $31,458 $1,384 $(6,384) $(5,000) Equity International Equity 172,212 16,111 (34,872) (18,761) Index International Equity 22,763 566 (3,325) (2,759) Small Cap Growth 193,543 29,252 (27,669) 1,583 Health Sciences 20,732 1,296 (933) 363 Global Balanced 28,446 1,336 (3,201) (1,865) Mid Cap Growth 335,271 24,877 (66,733) (41,486) Mid Cap Blend 20,788 2,453 (738) 1,715 Large Cap Value 198,377 27,975 (10,558) 17,417 Large Cap Value CORE 41,072 2,193 (1,597) 596 Large Cap Value CORE II 6,427 431 (294) 137 Large/Mid Cap Value 34,451 1,408 (1,108) 300 Large/Mid Cap Value II 121,079 6,789 (7,704) (915) Small/Mid Cap Growth 173,354 26,190 (19,901) 6,289 Bond Index 78,055 962 (472) 490 Large Cap Aggressive Growth 36,458 1,585 (3,283) (1,698) Small/Mid Cap CORE 26,120 3,914 (2,943) 971 Small Cap Value 48,906 6,936 (1,317) 5,619 Real Estate Equity 131,899 26,215 (1,779) 24,436 Growth & Income 2,539,202 445,108 (223,391) 221,717 Managed 2,488,798 307,678 (105,167) 202,511 Short-Term Bond 107,177 1,431 (109) 1,322 Small Cap Equity 81,967 9,992 (16,593) (6,601) International Opportunities 102,682 3,267 (23,036) (19,769) Equity Index 556,479 42,341 (78,542) (36,201) High Yield Bond 41,135 1,073 (6,024) (4,951) Global Bond 57,066 513 (1,841) (1,328) NOTE E--COMBINATION On December 22, 2000, the shareholders of John Hancock International Opportunities II Fund ("International Opportunities II") approved the combination between International Opportunities II and International Opportunities, Funds, providing for the transfer of substantially all of the assets and liabilities of the International Opportunities II Fund to the International Opportunities Fund in exchange solely for the trust shares of the International Opportunities Fund. The acquisition was accounted for as a tax-free exchange of 1,947 trust shares of the International Opportunities Fund for the net assets of International Opportunities II Fund, which amounted to $22,528, including $2,878 of unrealized depreciation, after the close of business on December 29, 2000. The net assets of the International Opportunities Fund prior to the combination on December 29, 2000, were $94,169, and the aggregate net assets of the International Opportunities Fund after the combination amounted to $116,697. 212 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's Omitted) NOTE F--CHANGE IN ACCOUNTING PRINCIPLE Effective January 1, 2001, the Funds adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies, as revised, and began amortizing premiums on debt securities. Prior to this date, the Funds did not amortize premiums on debt securities. The cumulative effect of this accounting change had no impact on the total net assets of the Funds, but resulted in a following reduction in the cost of the investments and a corresponding increase (decrease) in unrealized appreciation (depreciation) on investments, based on securities held as of December 31, 2000: Reduction in the Cost Increase in Net Fund of Investments Unrealized Appreciation - ---- -------------- ----------------------- Aggressive Balanced $4 $4 Active Bond 3,461 3,461 Active Bond II 1 1 Global Balanced 35 35 Bond Index 678 678 Managed 5,533 5,533 Short-Term Bond 314 314 High Yield Bond 41 41 Global Bond 156 156 The effect of this change in the period ended June 30, 2001 was as follows: Increase In Decrease in Net Net Unrealized Increase in Fund Investment Income Appreciation/(Depreciation) Net Realized Losses - ---- ----------------- --------------------------- ------------------- Aggressive Balanced $4 $7 $(3) Active Bond 853 2,309 (1,456) Active Bond II 4 7 (3) Global Balanced 38 63 (25) Bond Index 125 553 (428) Managed 1,370 7,558 (6,188) Short-Term Bond 143 192 (49) High Yield Bond 9 18 (9) Global Bond 206 215 (9) 213 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's Omitted) NOTE F--CHANGE IN ACCOUNTING PRINCIPLE--CONTINUED The effect of this change on the per share operating performance and on the annualized ratio of net investment income to average net assets in the period ended June 30, 2001 was as follows: Increase (Decrease) Decrease in in Net Realized and Decrease in Net Net Investment Income Unrealized Gains Investment Income Fund Per Share (Losses) Per Share to Average Net Assets - ---- --------- ------------------- --------------------- Aggressive Balanced - - 0.04% Active Bond $0.01 $0.01 0.20 Active Bond II 0.01 0.01 0.15 Global Balanced 0.01 0.01 0.27 Bond Index 0.02 0.02 0.35 Managed 0.01 0.01 0.10 Short-Term Bond 0.01 0.01 0.29 High Yield Bond - - 0.06 Global Bond 0.03 0.03 0.64 The Statement of Changes in Net Assets and the Financial Highlights for prior periods have not been restated to reflect this change in presentation. OTHER MATTERS Section 30 and Rule 30d-1(b) under the Investment Company Act of 1940, as amended, requires registered management investment companies to furnish information relating to any matter submitted during the reporting period to a vote of Shareholders of the Trust. John Hancock Variable Series Trust I solicited a vote at special meeting of Contract owners/ Policyholders held on April 6, 2001 on the following matters: FOR THE ACTIVE BOND II FUND (FORMERLY, CORE BOND FUND): For Against Abstain --- ------- ------- To approve a new Sub-Investment Management Agreement among the Trust, John 92% 0% 8% Hancock, and John Hancock Advisers, Inc. To approve an amendment to the current Investment Management Agreement between 52% 40% 8% the Trust and John Hancock, reflecting an increase in this Fund's investment advisory fee. FOR THE LARGE CAP VALUE FUND: To approve an amendment to the current Sub-Investment Management Agreement 88% 4% 8% among the Trust, John Hancock, and T. Rowe Price Associates, Inc., reflecting a decrease in this Fund's sub-investment advisory fee. To approve an amendment to the current Investment Management Agreement between 68% 23% 9% the Trust and John Hancock, reflecting an increase in this Fund's investment advisory fee. 214 NOTES TO FINANCIAL STATEMENTS--Continued JOHN HANCOCK VARIABLE SERIES TRUST I (UNAUDITED) June 30, 2001 - -------------------------------------------------------------------------------- (000's Omitted) FOR THE LARGE CAP VALUE CORE II FUND (FORMERLY, AMERICAN LEADERS For Against Abstain LARGE CAP VALUE FUND): --- ------- ------- To approve a new Sub-Investment Management Agreement among the Trust, John 100% 0% 0% Hancock, and Goldman Sachs Asset Management, a unit of the Investment Management Division of Goldman, Sachs & Co. To approve an amendment to the current Investment Management Agreement between 80% 19% 1% the Trust and John Hancock, reflecting an increase in this Fund's investment advisory fee. FOR THE MONEY MARKET FUND: To approve a new Sub-Investment Management Agreement among the Trust, John 81% 9% 10% Hancock, and Wellington Management Company, LLP. FOR THE LARGE/MID CAP VALUE II FUND (FORMERLY, MID CAP VALUE FUND): To approve a new Sub-Investment Management Agreement among the Trust, John 83% 7% 10% Hancock, and Wellington Management Company, LLP. To approve an amendment to the current Investment management Agreement between 69% 21% 10% the Trust and John Hancock, reflecting an increase in this Fund's investment advisory fee. FOR THE SMALL CAP VALUE FUND (FORMERLY, SMALL/MID CAP VALUE FUND): To approve a new Sub-Investment Management Agreement among the Trust, John 87% 4% 9% Hancock, and T. Rowe Price Associates, Inc. To approve an amendment to the current Investment Management Agreement between 75% 17% 8% the Trust and John Hancock, reflecting an increase in this Fund's investment advisory fee. 215 OFFICERS AND TRUSTEES Michele G. Van Leer, Chairman Kathleen F. Driscoll, President and Vice Chairman Karen Q. Visconti, Secretary Arnold Bergman, Assistant Secretary Raymond F. Skiba, Treasurer Jude A. Curtis, Compliance Officer Maryellen Carney, Assistant Compliance Officer Patrick F. Smith, Controller Paula M. Pashko, Assistant Controller Elizabeth G. Cook Reverend Diane C. Kessler Hassel H. McClellan Robert F. Verdonck INVESTMENT ADVISER John Hancock Life Insurance Company John Hancock Place P.O. Box 111 Boston, MA 02117 INDEPENDENT AUDITORS Ernst & Young LLP 200 Clarendon Street Boston, MA 02116 SUB-INVESTMENT ADVISERS Independence Investment LLC 53 State Street Boston, MA 02109 Alliance Capital Management L.P. 1345 Avenue of the Americas New York, NY 10105 The Boston Company Asset Management, LLC One Boston Place Boston, MA 02108 Capital Guardian Trust Company 333 South Hope Street Los Angeles, CA 90071 Goldman Sachs Asset Management 32 Old Slip New York, NY 10005 Janus 100 Fillmore Street Denver, CO 80206-4928 Mellon Bond Associates, LLP One Mellon Bank Center, Suite 5400 Pittsburgh, PA 15258-0001 John Hancock Advisers, Inc. 101 Huntington Avenue Boston, MA 02199 Morgan Stanley Asset Management Inc. 1221 Avenue of the Americas New York, NY 10020 Putnam Investments One Post Office Square Boston, MA 02109 SSgA Funds Management, Inc. Two International Place Boston, MA 02110 T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, MD 21202 T. Rowe Price International, Inc. 100 East Pratt Street Baltimore, MD 21202 Wellington Management Company, LLP 75 State Street Boston, MA 02109 [LOGO OF JOHN HANCOCK] The Variable Series Trust consists of funds used as investment options for various John Hancock variable life and variable annuity contracts. This report must be accompanied by the required prospectus and the most current quarterly performance report for the contract offered. Investors are not able to invest directly in the Variable Series Trust. Not all of the funds described in this report are available on every product. Please refer to the prospectus for additional information about the investment options on your variable product. Insurance Products are Issued by: John Hancock Life Insurance Company John Hancock Variable Life Insurance Company* (*not licensed in New York), Boston, MA 02117 Securities Products are Distributed by: John Hancock Funds, Inc., Member NASD Signator Investors, Inc., Member NASD, SIPC S8128 7/01 [LOGO OF IMSA] JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING John Hancock V.A. Money Market Fund Special Meeting of Shareholders to Be Held on December 5, 2001 Indicate your voting instructions below by filling in the appropriate boxes using blue or black ink or dark pencil. 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 all proposals and in the discretion of the insurance company upon such other business as may properly come before the meeting. Proposal: To approve an Agreement and Plan of Reorganization between V.A. Money Market Fund and the Money Market Fund series of the John Hancock Variable Series Trust I ("Money Market Fund"). Under this Agreement, V.A. Money Market Fund would transfer all of its assets to Money Market Fund in exchange for shares of Money Market Fund. These shares will be distributed proportionately to you and the other shareholders of V.A. Money Market Fund. Money Market Fund will also assume V.A. Money Market Fund's liabilities. FOR |_| AGAINST |_| ABSTAIN |_| PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD. JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING JOHN HANCOCK V.A. MONEY MARKET FUND A Series of John Hancock Declaration Trust 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. Money Market Fund ("V.A. Money Market Fund") attributable to the undersigned's variable annuity contract at the Special Meeting of Shareholders (the "Meeting") of V.A. Money Market Fund to be held at 101 Huntington Avenue, Boston, Massachusetts, on Wednesday, December 5, 2001 at 9:00 a.m., Eastern time, and at any adjournment (s) of the Meeting. Receipt of the Proxy Statement dated November 1, 2001 is hereby acknowledged. If not revoked, this card shall be voted for the proposal. Kathleen F. Driscoll and Michele G. Van Leer, and each of them, with power of substitution in each, are hereby instructed to vote the shares held in the fund portfolio attributable to the undersigned at the special meeting of shareholders and at any adjournment thereof, as specified on the reverse side. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE Date ------------------ , 2001 NOTE: Signature(s) should agree with the name(s) printed herein. When 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 authorized person. --------------------------------------- --------------------------------------- Signature(s) JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING John Hancock V.A. Bond Fund Special Meeting of Shareholders to Be Held on December 5, 2001 Indicate your voting instructions below by filling in the appropriate boxes using blue or black ink or dark pencil. 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 all proposals and in the discretion of the insurance company upon such other business as may properly come before the meeting. Proposal: To approve an Agreement and Plan of Reorganization between V.A. Bond Fund and the Active Bond Fund series of the John Hancock Variable Series Trust I ("Active Bond Fund"). Under this Agreement, V.A. Bond Fund. would transfer all of its assets to Active Bond Fund in exchange for shares of Active Bond Fund. These shares will be distributed proportionately to you and the other shareholders of V.A. Bond Fund. Active Bond Fund will also assume V.A. Bond Fund's liabilities. FOR |_| AGAINST |_| ABSTAIN |_| PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD. JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING JOHN HANCOCK V.A. BOND FUND A Series of John Hancock Declaration Trust 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. Bond Fund ("V.A. Bond Fund") attributable to the undersigned's variable annuity contract at the Special Meeting of Shareholders (the "Meeting") of V.A. Bond Fund to be held at 101 Huntington Avenue, Boston, Massachusetts, on Wednesday, December 5, 2001 at 9:00 a.m., Eastern time, and at any adjournment (s) of the Meeting. Receipt of the Proxy Statement dated November 1, 2001 is hereby acknowledged. If not revoked, this card shall be voted for the proposal. Kathleen F. Driscoll and Michele G. Van Leer, and each of them, with power of substitution in each, are hereby instructed to vote the shares held in the fund portfolio attributable to the undersigned at the special meeting of shareholders and at any adjournment thereof, as specified on the reverse side. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE Date ----------------, 2001 NOTE: Signature(s) should agree with the name(s) printed herein. When 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 authorized person. -------------------------------------------- -------------------------------------------- Signature(s) JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING John Hancock V.A. 500 Index Fund Special Meeting of Shareholders to Be Held on December 5, 2001 Indicate your voting instructions below by filling in the appropriate boxes using blue or black ink or dark pencil. 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 all proposals and in the discretion of the insurance company upon such other business as may properly come before the meeting. Proposal: To approve an Agreement and Plan of Reorganization between V.A. 500 Index Fund and the Equity Index Fund series of the John Hancock Variable Series Trust I ("Equity Index Fund"). Under this Agreement, V.A. 500 Index Fund. would transfer all of its assets to Equity Index Fund in exchange for shares of Equity Index Fund. These shares will be distributed proportionately to you and the other shareholders of V.A. 500 Index Fund. Equity Index Fund will also assume V.A. 500 Index Fund's liabilities. FOR |_| AGAINST |_| ABSTAIN |_| PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD. JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING JOHN HANCOCK V.A. 500 INDEX FUND A Series of John Hancock Declaration Trust 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. 500 Index Fund ("V.A. 500 Index Fund") attributable to the undersigned's variable annuity contract at the Special Meeting of Shareholders (the "Meeting") of V.A. 500 Index Fund to be held at 101 Huntington Avenue, Boston, Massachusetts, on Wednesday, December 5, 2001 at 9:00 a.m., Eastern time, and at any adjournment (s) of the Meeting. Receipt of the Proxy Statement dated November 1, 2001 is hereby acknowledged. If not revoked, this card shall be voted for the proposal. Kathleen F. Driscoll and Michele G. Van Leer, and each of them, with power of substitution in each, are hereby instructed to vote the shares held in the fund portfolio attributable to the undersigned at the special meeting of shareholders and at any adjournment thereof, as specified on the reverse side. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE Date ----------------- , 2001 NOTE: Signature(s) should agree with the name(s) printed herein. When 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 authorized person. -------------------------------------------- -------------------------------------------- Signature(s) JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING John Hancock V.A. International Fund Special Meeting of Shareholders to Be Held on December 5, 2001 Indicate your voting instructions below by filling in the appropriate boxes using blue or black ink or dark pencil. 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 all proposals and in the discretion of the insurance company upon such other business as may properly come before the meeting. Proposal: To approve an Agreement and Plan of Reorganization between V.A. International Fund and the International Equity Fund series of the John Hancock Variable Series Trust I ("International Equity Fund"). Under this Agreement, V.A. International Fund would transfer all of its assets to International Equity Fund in exchange for shares of International Equity Fund. These shares will be distributed proportionately to you and the other shareholders of V.A. International Fund. International Equity Fund will also assume V.A. International Fund's liabilities. FOR |_| AGAINST |_| ABSTAIN |_| PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD. JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING JOHN HANCOCK V.A. INTERNATIONAL FUND A Series of John Hancock Declaration Trust 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, on Wednesday, December 5, 2001 at 9:00 a.m., Eastern time, and at any adjournment (s) of the Meeting. Receipt of the Proxy Statement dated November 1, 2001 is hereby acknowledged. If not revoked, this card shall be voted for the proposal. Kathleen F. Driscoll and Michele G. Van Leer, and each of them, with power of substitution in each, are hereby instructed to vote the shares held in the fund portfolio attributable to the undersigned at the special meeting of shareholders and at any adjournment thereof, as specified on the reverse side. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE Date -------------, 2001 NOTE: Signature(s) should agree with the name(s) printed herein. When 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 authorized person. -------------------------------------------- -------------------------------------------- Signature(s) JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING John Hancock V.A. Large Cap Growth Fund Special Meeting of Shareholders to Be Held on December 5, 2001 Indicate your voting instructions below by filling in the appropriate boxes using blue or black ink or dark pencil. 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 all proposals and in the discretion of the insurance company upon such other business as may properly come before the meeting. Proposal: To approve an Agreement and Plan of Reorganization between V.A. Large Cap Growth Fund and the Growth & Income Fund series of the John Hancock Variable Series Trust I ("Growth & Income Fund"). Under this Agreement, V.A. Large Cap Growth Fund would transfer all of its assets to Growth & Income Fund in exchange for shares of Growth & Income Fund. These shares will be distributed proportionately to you and the other shareholders of V.A. Large Cap Growth Fund. Growth & Income Fund will also assume V.A. Large Cap Growth Fund's liabilities. FOR |_| AGAINST |_| ABSTAIN |_| PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD. JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING JOHN HANCOCK V.A. LARGE CAP GROWTH FUND A Series of John Hancock Declaration Trust 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. Large Cap Growth Fund ("V.A. Large Cap Growth Fund") attributable to the undersigned's variable annuity contract at the Special Meeting of Shareholders (the "Meeting") of V.A. Large Cap Growth Fund to be held at 101 Huntington Avenue, Boston, Massachusetts, on Wednesday, December 5, 2001 at 9:00 a.m., Eastern time, and at any adjournment (s) of the Meeting. Receipt of the Proxy Statement dated November 1, 2001 is hereby acknowledged. If not revoked, this card shall be voted for the proposal. Kathleen F. Driscoll and Michele G. Van Leer, and each of them, with power of substitution in each, are hereby instructed to vote the shares held in the fund portfolio attributable to the undersigned at the special meeting of shareholders and at any adjournment thereof, as specified on the reverse side. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE Date -------------, 2001 NOTE: Signature(s) should agree with the name(s) printed herein. When 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 authorized person. -------------------------------------------- -------------------------------------------- Signature(s) JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING John Hancock V.A. Core Equity Fund Special Meeting of Shareholders to Be Held on December 5, 2001 Indicate your voting instructions below by filling in the appropriate boxes using blue or black ink or dark pencil. 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 all proposals and in the discretion of the insurance company upon such other business as may properly come before the meeting. Proposal 1. To approve an Agreement and Plan of Reorganization between V.A. Core Equity Fund and the Growth & Income Fund series of the John Hancock Variable Series Trust I ("Growth & Income Fund"). Under this Agreement, V.A. Core Equity Fund would transfer all of its assets to Growth & Income Fund in exchange for shares of Growth & Income Fund. These shares will be distributed proportionately to you and the other shareholders of V.A. Core Equity Fund. Growth & Income Fund will also assume V.A. Core Equity Fund's liabilities. FOR |_| AGAINST |_| ABSTAIN |_| PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD. JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING JOHN HANCOCK V.A. CORE EQUITY FUND A Series of John Hancock Declaration Trust 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. Core Equity Fund ("V.A. Core Equity Fund") attributable to the undersigned's variable annuity contract at the Special Meeting of Shareholders (the "Meeting") of V.A. Core Equity Fund to be held at 101 Huntington Avenue, Boston, Massachusetts, on Wednesday, December 5, 2001 at 9:00 a.m., Eastern time, and at any adjournment (s) of the Meeting. Receipt of the Proxy Statement dated November 1, 2001 is hereby acknowledged. If not revoked, this card shall be voted for the proposal. Kathleen F. Driscoll and Michele G. Van Leer, and each of them, with power of substitution in each, are hereby instructed to vote the shares held in the fund portfolio attributable to the undersigned at the special meeting of shareholders and at any adjournment thereof, as specified on the reverse side. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE Date -----------------------------, 2001 NOTE: Signature(s) should agree with the name(s) printed herein. When 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 authorized person. -------------------------------------------- -------------------------------------------- Signature(s) JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING John Hancock V.A. Mid Cap Growth Fund Special Meeting of Shareholders to Be Held on December 5, 2001 Indicate your voting instructions below by filling in the appropriate boxes using blue or black ink or dark pencil. 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 all proposals and in the discretion of the insurance company upon such other business as may properly come before the meeting. Proposal: To approve an Agreement and Plan of Reorganization between V.A. Mid Cap Growth Fund and the Fundamental Growth Fund series of the John Hancock Variable Series Trust I ("Fundamental Growth Fund"). Under this Agreement, V.A. Mid Cap Growth Fund would transfer all of its assets to Fundamental Growth Fund in exchange for shares of Fundamental Growth Fund. These shares will be distributed proportionately to you and the other shareholders of V.A. Mid Cap Growth Fund. Fundamental Growth Fund will also assume V.A. Mid Cap Growth Fund's liabilities. FOR |_| AGAINST |_| ABSTAIN |_| PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD. JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING JOHN HANCOCK V.A. MID CAP GROWTH FUND A Series of John Hancock Declaration Trust 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. Mid Cap Growth Fund ("V.A. Mid Cap Growth Fund") attributable to the undersigned's variable annuity contract at the Special Meeting of Shareholders (the "Meeting") of V.A. Mid Cap Growth Fund to be held at 101 Huntington Avenue, Boston, Massachusetts, on Wednesday, December 5, 2001 at 9:00 a.m., Eastern time, and at any adjournment (s) of the Meeting. Receipt of the Proxy Statement dated November 1, 2001 is hereby acknowledged. If not revoked, this card shall be voted for the proposal. Kathleen F. Driscoll and Michele G. Van Leer, and each of them, with power of substitution in each, are hereby instructed to vote the shares held in the fund portfolio attributable to the undersigned at the special meeting of shareholders and at any adjournment thereof, as specified on the reverse side. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE Date -----------------------------, 2001 NOTE: Signature(s) should agree with the name(s) printed herein. When 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 authorized person. -------------------------------------------- -------------------------------------------- Signature(s) JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING John Hancock V. A. Small Cap Growth Fund Special Meeting of Shareholders to Be Held on December 5, 2001 Indicate your voting instructions below by filling in the appropriate boxes using blue or black ink or dark pencil. 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 all proposals and in the discretion of the insurance company upon such other business as may properly come before the meeting. Proposal: To approve an Agreement and Plan of Reorganization between V.A. Small Cap Growth Fund and the Small Cap Growth Fund series of the John Hancock Variable Series Trust I ("Small Cap Growth Fund"). Under this Agreement, V. A. Small Cap Growth Fund would transfer all of its assets to Small Cap Growth Fund in exchange for shares of Small Cap Growth Fund. These shares will be distributed proportionately to you and the other shareholders of V.A. Small Cap Growth Fund. Small Cap Growth Fund will also assume V. A. Small Cap Growth Fund's liabilities. FOR |_| AGAINST |_| ABSTAIN |_| PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD. JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY JOHN HANCOCK LIFE INSURANCE COMPANY VOTE THIS CARD TODAY! A PROMPT RESPONSE WILL SAVE THE FUND THE EXPENSE OF ADDITIONAL MAILING JOHN HANCOCK V. A. SMALL CAP GROWTH FUND A Series of John Hancock Declaration Trust 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. Small Cap Growth Fund ("V.A. Small Cap Growth Fund") attributable to the undersigned's variable annuity contract at the Special Meeting of Shareholders (the "Meeting") of V. A. Small Cap Growth Fund to be held at 101 Huntington Avenue, Boston, Massachusetts, on Wednesday, December 5, 2001 at 9:00 a.m., Eastern time, and at any adjournment (s) of the Meeting. Receipt of the Proxy Statement dated November 1, 2001 is hereby acknowledged. If not revoked, this card shall be voted for the proposal. Kathleen F. Driscoll and Michele G. Van Leer, and each of them, with power of substitution in each, are hereby instructed to vote the shares held in the fund portfolio attributable to the undersigned at the special meeting of shareholders and at any adjournment thereof, as specified on the reverse side. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE Date -----------------------------, 2001 NOTE: Signature(s) should agree with the name(s) printed herein. When 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 authorized person. -------------------------------------------- -------------------------------------------- Signature(s) Part B Statement of Additional Information GROWTH & INCOME FUND EQUITY INDEX FUND INTERNATIONAL EQUITY FUND FUNDAMENTAL GROWTH FUND SMALL CAP GROWTH FUND ACTIVE BOND FUND MONEY MARKET FUND (Each an "Acquiring Fund", and each a series of John Hancock Variable Series Trust I) 197 Clarendon Street Boston, MA 02117 1-800-824-0335 JOHN HANCOCK V.A. CORE EQUITY FUND JOHN HANCOCK V.A. LARGE CAP GROWTH FUND JOHN HANCOCK V.A. 500 INDEX FUND JOHN HANCOCK V.A. INTERNATIONAL FUND JOHN HANCOCK V.A. MID CAP GROWTH FUND JOHN HANCOCK V.A. SMALL CAP GROWTH FUND JOHN HANCOCK V.A. BOND FUND JOHN HANCOCK V.A. MONEY MARKET FUND (Each an "Acquired Fund", and each a Series of John Hancock Declaration Trust) 101 Huntington Avenue Boston, MA 02199 1-800-824-0335 November 1, 2001 This Statement of Additional Information is not a prospectus. It should be read in conjunction with the related proxy statement and prospectus for Growth & Income Fund, Equity Index Fund, International Equity Fund, Fundamental Growth Fund, Small Cap Growth Fund, Active Bond Fund and Money Market Fund (the "Acquiring Funds") that is also dated November 1, 2001 for use in connection with the Special Meeting of Shareholders of John Hancock V.A. Core Equity Fund, John Hancock V.A. Large Cap Growth Fund, John Hancock V.A. 500 Index Fund, John Hancock V.A. International Fund, John Hancock Mid Cap Growth Fund, John Hancock V.A. Small Cap Growth Fund, John Hancock V.A. Bond Fund, and John Hancock V.A. Money Market Fund (the "Acquired Funds"). Please retain this Statement of Additional Information for future reference. A copy of the proxy statement and prospectus can be obtained free of charge by calling John Hancock Annuity Servicing Office at 1-800-824-0335. Table Of Contents Page Introduction 3 Additional Information about the Acquiring Funds 3 General Information and History 3 Investment Objective and Policies 3 Management of the Acquiring Funds 3 Control Persons and Principal Holders of Shares 3 Investment Advisory and Other Services 3 Brokerage Allocation 3 Capital Stock and Other Securities 3 Purchase, Redemption and Pricing of Acquiring Fund Shares 3 Tax Status 4 Underwriters 4 Calculation of Performance Data 4 Financial Statements 4 Additional Information about the Acquired Funds 4 General Information and History 4 Investment Objective and Policies 4 Management of the Acquired Funds 4 Investment Advisory and Other Services 4 Brokerage Allocation 4 Capital Stock and Other Securities 4 Purchase, Redemption and Pricing of the Acquired Funds 5 Tax Status 5 Underwriters 5 Calculation of Performance Data 5 Financial Statements 5 Exhibits A - Statement of Additional Information, dated May 1, 2001, of the Acquiring Funds including unaudited financial statements as of June 30, 2001 and audited financial statements as of December 31, 2000. B - Statement of Additional Information, dated May 1, 2001, of the Acquired Funds including unaudited financial statements as of June 30, 2001 and audited financial statements as of December 31, 2000. C - Pro forma combined financial statements as of June 30, 2001, assuming the reorganization of the Acquired Funds into the corresponding Acquiring Funds occurred on that date. 2 INTRODUCTION This Statement of Additional Information ("SAI") is intended to supplement the information provided in a proxy statement and prospectus dated November 1, 2001. The proxy statement and prospectus has been sent to the shareholders of the Acquired Funds in connection with the solicitation by the Trustees of the Acquired Funds of proxies to be voted at the Special Meeting of Shareholders of the Acquired Funds to be held on December 5, 2001. This Statement of Additional Information incorporates by reference the Statement of Additional Information of the Acquiring Funds, dated May 1, 2001, and the Statement of Additional Information of the Acquired Funds, dated May 1, 2001. The SAI for the Acquiring Funds and the SAI for the Acquired Funds are included with this Statement of Additional Information. Additional Information About the Acquiring Funds ------------------------------------------------ General Information and History - ------------------------------- For additional information about the Acquiring Funds generally and their history, see "What is the Trust" and "The Trust's Business History" in the Acquiring Fund SAI attached hereto as Exhibit A. Investment Objective and Policies - --------------------------------- For additional information about the Acquiring Funds' investment objectives, policies and restrictions, see "The Funds' Investment Activities and Their Risks" and "The Funds' Fundamental Investment Restrictions" in the Acquiring Fund SAI attached hereto as Exhibit A. Management of the Acquiring Funds - --------------------------------- For additional information about the Acquiring Funds' Board of Trustees, officers and management personnel, see "Board of Trustees and Officers of the Trust" in the Acquiring Fund SAI attached hereto as Exhibit A. Control Persons and Principal Holders of Shares - ----------------------------------------------- For additional information about control persons of the Acquiring Funds and principal holders of shares of the Acquiring Funds, see "Board of Trustees and Officers of the Trust" in the Acquiring Fund SAI attached hereto as Exhibit A. Investment Advisory and Other Services - -------------------------------------- For additional information about the Acquiring Funds' investment adviser, sub-advisers, custodian, transfer agent and independent accountants, see "Investment Advisory Arrangements" and "Arrangements with other Service Providers" in the Acquiring Fund SAI attached hereto as Exhibit A. Brokerage Allocation and Other Practices - ---------------------------------------- For additional information about the Acquiring Funds' brokerage allocation practices, see "Portfolio Transactions and Brokerage Allocation" in the Acquiring Fund SAI attached hereto as Exhibit A. Capital Stock and Other Securities - ---------------------------------- For additional information about the voting rights and other characteristics of the Acquiring Funds' shares of beneficial interest, see "Features of the Trust's Shares" and "Shareholder Meetings and Voting Rights" in the Acquiring Fund SAI attached hereto as Exhibit A. Purchase, Redemption and Pricing of Acquiring Fund Shares - --------------------------------------------------------- For additional information about the purchase, redemption and pricing of the Acquiring Funds' shares, see "Computing the Funds' Net Asset Value" and "Sales and Redemptions of Fund Shares" in the Acquiring Fund SAI attached hereto as Exhibit A. 3 Tax Status - ---------- For additional information about the tax status of the Acquiring Funds, see "Taxes" in the Acquiring Fund SAI, attached hereto as Exhibit A.. Underwriters - ------------ For additional information about the Acquiring Funds' principal underwriter and the distribution contract between the principal underwriter and the Acquiring Funds, see "Underwriting and Indemnity Agreement" in the Acquiring Fund SAI attached hereto as Exhibit A. Calculation of Performance Data - ------------------------------- For additional information about the investment performance of the Acquiring Funds, see "Information About Fund Performance" in the Acquiring Fund SAI attached hereto as Exhibit A. Financial Statements - -------------------- Audited annual financial statements of the Acquiring Funds at December 31, 2000 and unaudited semi-annual financial statements as of June 30, 2001 are attached to the Acquiring Fund SAI, which is attached hereto as Exhibit A. Pro forma combined financial statements as of June 30, 2001 are also attached hereto as Exhibit C. Additional Information About the Acquired Funds ----------------------------------------------- General Information and History - ------------------------------- For additional information about the Acquired Funds generally and their history, see "Organization of the Trust" in the Acquired Fund SAI attached hereto as Exhibit B. Investment Objective and Policies - --------------------------------- For additional information about the Acquired Funds' investment objectives, policies and restrictions, see "Investment Policies and Strategies", "Risk Factors, Investments and Techniques" and "Investment Restrictions" in the Acquired Fund SAI attached hereto as Exhibit B. Management of Acquired Funds - ---------------------------- For additional information about the Acquired Funds' Board of Trustees, officers and management personnel, see "Those Responsible for Management" in the Acquired Fund SAI attached hereto as Exhibit B. Investment Advisory and Other Services - -------------------------------------- For additional information about the Acquired Funds' investment adviser, custodian, transfer agent and independent accountants, see "Investment Advisory and Other Services", "Distribution Contracts", "Shareholders Servicing Agent", "Custody of Portfolio" and "Independent Auditors" in the Acquired Fund SAI attached hereto as Exhibit B. Brokerage Allocation and Other Practices - ---------------------------------------- For additional information about the Acquired Funds' brokerage allocation practices, see "Brokerage Allocation" in the Acquired Fund SAI attached hereto as Exhibit B.. Capital Stock and Other Securities - ---------------------------------- For additional information about the voting rights and other characteristics of the Acquired Funds' shares of beneficial interest, see "Description of the Trust's Shares" and "Dividends" in the Acquired Fund SAI attached hereto as Exhibit B. 4 Purchase, Redemption and Pricing of Acquired Fund Shares - -------------------------------------------------------- For additional information about the purchase, redemption and pricing of the Acquired Funds' shares, see "Net Asset Value", Special Redemptions" and "Eligible Investors" in the Acquired Fund SAI attached hereto as Exhibit B. Tax Status - ---------- For additional information about the tax status of the Acquired Funds, see "Tax Status" in the Acquired Fund SAI attached hereto as Exhibit B. Underwriters - ------------ For additional information about the Acquired Funds' principal underwriter and the distribution contract between the principal underwriter and the Acquired Funds, see "Distribution Contracts" in the Acquired Fund SAI attached hereto as Exhibit B. Calculation of Performance Data - ------------------------------- For additional information about the investment performance of the Acquired Funds, see "Calculation of Performance" in the Acquired Fund SAI attached hereto as Exhibit B. Financial Statements - -------------------- Audited annual financial statements of the Acquired Funds at December 31, 2000 and unaudited semi-annual financial statements as of June 30, 2001 are attached to the Acquired Fund SAI, which is attached hereto as Exhibit B. 5 JOHN HANCOCK VARIABLE SERIES TRUST I STATEMENT OF ADDITIONAL INFORMATION May 1, 2001 This Statement of Additional Information is not a prospectus. It is intended that this Statement of Additional Information be read in conjunction with the Prospectus of John Hancock Variable Series Trust I, dated May 1, 2001. A copy of the Prospectus may be obtained from John Hancock Variable Series Trust I, John Hancock Place, P.O. Box 111, Boston, Massachusetts 02117, telephone number 1-800-REAL LIFE. This Statement of Additional Information relates to all thirty-three of the Trust's current "Funds." THE TRUST'S FINANCIAL STATEMENTS AND INVESTMENT PERFORMANCE INFORMATION The Trust's financial statements appearing in its Annual Report to contract holders and the report of Ernst & Young LLP, independent auditors of the Trust, which appears therein, are incorporated by reference into this Statement of Additional Information. The information about the total investment returns achieved by the Trust's various Funds, is also incorporated herein by reference. No other portions of the Annual Report are incorporated by reference. A free copy of the Annual Report to contract holders may be obtained by writing to the address or calling the number above. 1 TABLE OF CONTENTS PAGE IN THIS STATEMENT OF ADDITIONAL INFORMATION ----------- The Trust's Financial Statements and Performance Information........... 1 What Is the Trust?..................................................... 4 The Trust's Business History........................................... 4 The Funds' Investment Activities and Their Risks....................... 5 1. Investing in Money Market Instruments........................ 5 2. Investing in Other Fixed Income Obligations.................. 5 3. Investing in Equity Securities............................... 7 4. Investing in Real Estate Securities.......................... 9 5. Investing in Foreign Securities.............................. 10 6. Using Forward Exchange Contracts to Manage Currency 11 Exposure.................................................... 7. Using Options on Currencies to Manage Currency Exposure...... 12 8. Using Currency Futures Contracts and Options Thereon to Manage Currency Exposure......................... 13 9. Using Certain Other Derivative Instruments to Manage Currency Exposure........................................... 13 10. Using Foreign Currency Exposure Management Strategies (General Considerations and Risks).......................... 13 11. Reallocating a Fund's Assets Among Asset Classes............. 14 12. Adopting a Temporary Defensive Strategy...................... 14 13. Investing With an Index-Based Objective...................... 14 14. Investing on a Non-Diversified Basis......................... 16 15. Using Options (Generally).................................... 17 16. Using Options on Securities in Certain Conservative Investment Strategies........................................ 18 17. Using Financial Futures Contracts, Options on Such Contracts and Options on Stock Indexes (General Considerations)........ 19 18. Using Financial Futures, Options Thereon, and Stock Index Options for Certain Hedging - Type Strategies................ 20 19. Using Options and Futures in Potentially More Aggressive Strategies................................................... 22 20. Limiting the Funds' Exposure to Certain Futures and Option Transactions................................................. 23 21. Using Other Types of Derivative Instruments.................. 24 22. Investing In Other Investment Companies...................... 25 23. Purchasing "When Issued" Securities and Forward Commitments.................................................. 26 24. Short-Term Trading........................................... 26 25. Entering Into Repurchase Agreements.......................... 27 26. Participating in Joint Trading Accounts...................... 27 27. Lending of Fund Securities................................... 27 28. Using Reverse Repurchase Agreements and Mortgages "Dollar Rolls"............................................... 28 29. Investing in Rule 144A and Illiquid Securities............... 28 30. Investing in Convertible Securities and Warrants............. 28 31. Investing in Initial Public Offerings ("IPOs")............... 29 2 TABLE OF CONTENTS--Continued PAGE IN THIS STATEMENT OF ADDITIONAL INFORMATION ----------- The Funds' Fundamental Investment Restrictions......................... 29 Board of Trustees and Officers of the Trust............................ 33 Investment Advisory Arrangements....................................... 35 The Trust's Investment Advisory Arrangements With John Hancock 35 The Trust's Arrangements With Subadvisers......................... 37 Dollar Amounts of Advisory Fees, Subadvisory Fees, and Expense Reimbursements....................................... 42 Arrangements With Other Service Providers.............................. 44 Underwriting and Indemnity Agreement.............................. 44 Custody of the Trust's Assets..................................... 44 Subadministration Agreement With State Street Bank................ 44 Independent Auditors.............................................. 45 Portfolio Transactions and Brokerage Allocation........................ 45 Codes of Ethics........................................................ 49 Features of the Trust's Shares......................................... 49 Shareholder Meetings and Voting Rights................................. 50 Sales and Redemptions of Fund Shares................................... 51 Computing the Funds' Net Asset Value................................... 52 Taxes.................................................................. 53 Information About Fund Performance..................................... 53 Legal Matters.......................................................... 54 Reports to Contractholders............................................. 54 Appendix A - Corporate Bond Ratings.................................... 55 3 WHAT IS THE TRUST? John Hancock Variable Series Trust I, (the "Trust") is an open-end management investment company. With the exception of the Managed, Growth & Income, Large Cap Growth, Large Cap Aggressive Growth, Mid Cap Growth, Real Estate Equity, Global Balanced and Global Bond Funds, each of the Funds is a "diversified" Fund within the meaning of the Investment Company Act of 1940 (the "Investment Company Act"). Shares of the Trust are currently sold to John Hancock Variable Life Accounts U, V, and S to support variable life insurance policies issued by John Hancock Variable Life Insurance Company ("JHVLICO"); John Hancock Variable Annuity Accounts U and V to support variable annuity contracts issued by John Hancock Life Insurance Company ("John Hancock"); John Hancock Variable Annuity Accounts I and JF to support variable annuity contracts issued by JHVLICO; and John Hancock Variable Life Insurance Account UV to support variable life insurance policies issued by John Hancock. It is anticipated that, in the future, Trust shares may be sold to other separate investment accounts of JHVLICO and John Hancock and to separate investment accounts of other insurance companies (which may or may not be affiliated with John Hancock). Each of these separate investment accounts is hereinafter referred to as a "Separate Account." Because the Separate Accounts currently own all of the Trust's shares, those Separate Accounts (or John Hancock and JHVLICO) may be deemed to control the Trust. John Hancock and JHVLICO, in turn, are both directly or indirectly controlled by John Hancock Financial Services, Inc., a publicly-traded holding company. The Trust issues a separate series of shares of beneficial interest for each Fund. Each share issued with respect to a Fund has a pro rata interest in the net assets of that Fund. The assets of each Fund are charged with the liabilities of that Fund and a proportionate share of the general liabilities of the Trust. THE TRUST'S BUSINESS HISTORY The Trust is, in part, a successor to three Separate Accounts of JHVLICO, as well as the six Separate Accounts of John Hancock described below. On March 28, 1986, all of the investment assets and related liabilities of the Variable Life Stock, Bond, and Money Market Accounts were transferred to what are now the Growth & Income, Active Bond and Money Market Funds of the Trust, respectively, in exchange for shares of those Funds. On February 20, 1987, all of the investment assets and related liabilities of six Variable Annuity Stock, Bond and Money Market Accounts were transferred to what are now the Growth & Income, Active Bond and Money Market Funds of the Trust, respectively, in exchange for shares of these Funds. The Trust itself was incorporated on September 23, 1985, under the laws of the State of Maryland and was reorganized as a Massachusetts business trust effective April 29, 1988. Over the years, several Funds have been re-named as follows: YEAR OF CURRENT FUND NAME PRIOR NAME(S) CHANGE - ----------------- ------------- ------ Active Bond Sovereign Bond 2000 Bond 1996 Global Balanced International Balanced 2000 Global Bond Strategic Bond 1999 Growth & Income Stock 1996 International Equity Index International Equities 1998 International 1995 Global 1994 4 YEAR OF CURRENT FUND NAME - continued PRIOR NAME(S) - continued CHANGE - ----------------------------- ------------------------- ------ Large Cap Growth Select Stock 1995 Short-Term Bond Short-Term U.S. Government 1998 Small/Mid Cap Growth Diversified Mid Cap Growth 1999 Special Opportunities 1998 Small Cap Equity Small Cap Value 2000 Fundamental Growth Fundamental Mid Cap Growth 2000 Large Cap Value CORE II American Leaders Large Cap Value 2001 Large/Mid Cap Value II Mid Cap Value 2001 Small Cap Value Small/Mid Cap Value 2001 Active Bond II Core Bond 2001 THE FUNDS' INVESTMENT ACTIVITIES AND THEIR RISKS The different investment activities of the several Funds will affect both their investment returns and the nature and degree of risks to which they are exposed. Sections 1. - 29. below describe many (but not all) of these investment activities and risks. 1. INVESTING IN MONEY MARKET INSTRUMENTS The Money Market Fund invests exclusively in "money market" instruments; all the other Funds may invest in these instruments to some extent. These are high quality, short-term fixed income obligations. Because of their nature, money market instruments generally do not carry significant risks of loss. The principal risk is that a Fund's return on money market instruments will be less than it would have earned on a riskier investment. 2. INVESTING IN OTHER FIXED INCOME OBLIGATIONS The following Funds invested primarily in non-money market fixed income (i.e., "debt") securities: the Short-Term Bond, Bond Index, Active Bond, Active Bond II, Global Bond, and High Yield Bond Funds. The Managed, Aggressive Balanced and Global Balanced Funds can vary their holdings of these securities within a broad range. All the other Funds (except the Money Market Fund) may from time to time invest in non-money market debt to some extent. Various types of risk associated with these securities are discussed in the balance of this Section 2. INTEREST RATE RISK: In general, debt securities with longer maturities than money market instruments have exposure to interest rate risk. Changes in generally prevailing market interest rates alter a debt security's market value and introduce volatility into the rate of return of a Fund that invests in such securities. When prevailing interest rates go up, the market value of debt securities tends to go down and vice versa. This sensitivity of the market value of a debt security to changes in interest rates is generally related to the "duration" of the instrument. The market value of a shorter-term fixed income security is generally less sensitive to interest rate moves than that of a longer-term security. For example, the interest rate risk of the Short-Term Bond Fund, although moderate, is below that of traditional intermediate or long- term bond portfolios. 5 CREDIT RISK: The value of a fixed income security may also change as a result of market perceptions regarding its credit risk: i.e., the ability of the borrower to repay its debts. The market value of a fixed income security can fall when the market perceives the borrower to be less credit worthy. Conversely, the market value of a fixed income security can increase due to its borrower being perceived as financially stronger. All Funds that invest in non- money market debt securities may have some exposure to credit risk. Even some U.S. Government obligations have a degree of credit risk. "U.S. Government obligations" are bills, certificates of indebtedness, notes and bonds issued or guaranteed as to principal or interest by the United States or by agencies or authorities controlled or supervised by and acting as instrumentalities of the U.S. Government and established under the authority granted by Congress. Some obligations of U.S. Government agencies, authorities, and other instrumentalities are supported by the full faith and credit of the U.S. Treasury; others by the right of the issuer to borrow from the Treasury; and others only by the credit of the issuing agency, authority, or other instrumentality. These latter types of obligations, therefore, do have a degree of credit risk. U.S. Government obligations are used most in the Bond Index, Active Bond, Active Bond II and Global Bond Funds. All of the other Funds may also invest in U.S. Government obligations to some extent. Securities having one of the four highest rating categories for debt securities as defined by Moody's Investors Services, Inc. (Aaa, Aa, A, or Baa) or Standard and Poor's Corporation (AAA, AA, A, or BBB) or, if unrated, determined to be of comparable quality by the subadviser, are referred to as "investment grade." The meanings of such ratings are set forth in Appendix A to this Statement of Additional Information. Lower-rated bonds have more credit risk than higher rated bonds. RISK OF LOWER-QUALITY INSTRUMENTS: High-yield bonds (or "junk" bonds) are debt securities rated below "investment grade" as defined above. The value of these lower rated securities generally is more subject to credit risk than is the case for higher rated securities, and their values tend to respond more to changes in market perceptions regarding their credit risk. Investments in companies issuing high yield securities are considered to be more speculative than higher quality instruments. As such, these securities typically pay a higher interest rate than investment grade securities. Issuers of high yield securities are typically in weak financial health, and their ability to pay back principal and interest on the bonds they issue is uncertain. Some of these issuers may be in default or bankruptcy. Compared with issuers of investment-grade bonds, they are more likely to encounter financial difficulties and to be materially affected by these difficulties when they do encounter them. High yield bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectations of adverse news. These debt securities may also have less liquid markets than higher rated securities. Judgment plays a greater role in valuing high yield securities than in the case of other securities for which more extensive quotations and last-sale information are available. Adverse publicity and changing investor perceptions may affect the ability of outside pricing services used by a Fund to value its portfolio securities, and the ability of the Fund to dispose of its lower-rated bonds. The market prices of high yield securities may decline significantly in periods of general economic difficulty, which may follow periods of rising interest rates. During an economic downturn or a prolonged period of rising interest rates, the ability of issuers of lower-rated debt to service their payment obligations, meet projected goals, or obtain additional financing may be impaired. In that case, a Fund may find it necessary, at its own expense or in conjunction with others, to pursue litigation or otherwise exercise its rights as a security holder to seek to protect the interests of security holders, if it determines this to be in the interest of Fund investors. The 1980s saw a dramatic increase in the use of high yield securities to finance highly leveraged corporate acquisitions and restructurings. Past experience may not provide an accurate indication of future performance of high yield securities, especially during periods of economic recession. In fact, from 1989 to 1991, the percentage of high yield securities that defaulted rose significantly above prior levels. 6 All Funds (other than the Money Market Fund) that invest in debt securities may at times have some exposure to high yield securities. The High Yield Bond Fund invests primarily in these securities. The other Funds most likely to invest a significant portion of their assets in high yield securities are the Active Bond and Active Bond II Funds. The Managed, Aggressive Balanced, Short- Term Bond, Global Bond and Global Balanced Funds may also invest in high yield securities to some extent. In contrast, the Bond Index Fund will not invest in debt securities that are not at least investment grade at the time of purchase. Although not customarily referred to as "high yield" securities or "junk bonds," debt securities that fall in the lowest rating within the investment grade category are considered medium grade securities that have some speculative characteristics. Accordingly, to a lesser degree, they may present the same risks discussed above with respect to high yield securities. The considerations discussed above for lower-rated debt securities also are applicable to lower quality unrated debt instruments of all types, including loans and other direct indebtedness of businesses with poor credit standing. Unrated debt instruments are not necessarily of lower quality than rated securities, but they may not be attractive to as many buyers. PREPAYMENT/CALL RISK: Prepayment risk is the risk that the obligor on a debt security may repay or "call" the debt before it is due. Most mortgage backed securities, asset backed securities, other public bond debt securities and 144A securities that a Fund might own are exposed to this risk. U.S. Government securities have minimal exposure to this risk. Prepayment/call is most likely to occur when interest rates have declined and a borrower can refinance the debt at a lower interest rate level. Generally, a Fund reinvests the proceeds resulting from prepayments in a lower yielding instrument. This results in a decrease in the Fund's current yield. The values of securities that are subject to prepayment/call risk also tend to increase less in response to declining interest rates and decrease more in response to increasing interest rates than would the value of otherwise similar securities that do not have prepayment or "call" features. All Funds that invest in debt securities (other than the Money Market Fund) may at times have some exposure to prepayment/call risk. The Funds most likely to invest a significant portion of their assets in debt securities with prepayment/call features are the Short-Term Bond, Bond Index, Active Bond, Active Bond II, Global Bond and High Yield Bond Funds. The Managed, Aggressive Balanced, and Global Balanced Funds may also invest in these securities. RISKS OF "ZERO COUPON" INSTRUMENTS: All of the Funds may, in varying degrees, invest in debt instruments that provide for payment of interest at the maturity date of the instrument (or payment of interest in the form of additional securities), rather than payment of interest in cash periodically over the life of the instrument. The values of such instruments tend to respond more to changes in interest rates than do otherwise comparable debt obligations that provide for periodic interest payments. The Funds most likely to invest a significant amount of their assets in instruments that are subject to this volatility risk are the Managed, Aggressive Balanced, Global Balanced, Short- Term Bond, Bond Index, Active Bond, Active Bond II, Global Bond, and High Yield Bond Funds. However, all Funds that invest in debt securities may at times have some exposure to this risk. 3. INVESTING IN EQUITY SECURITIES All of the Funds intend to invest to some degree in common stock or other equity securities, except for the Short-Term Bond, Bond Index, Active Bond, Active Bond II, Global Bond, and Money Market Funds. All of the Funds that invest in equity securities expect to make such securities their primary investment (except for the Managed, Aggressive Balanced, High Yield Bond and Global Balanced Funds, which may nevertheless do so in the discretion of their subadvisers). Though investing in equity securities, the Managed, Aggressive Balanced, High Yield Bond, and Global Balanced Funds also expect, under normal conditions, to invest a substantial amount of their assets in debt obligations. General risks of investing in equity securities are discussed in the balance of this Section 3. 7 EQUITY RISK: Investments in common stock or other equity securities historically have offered a higher rate of return than money market instruments or longer term debt securities. However, the risks associated with equity securities also tends to be higher, because the investment performance of equity securities depends upon factors which are difficult to predict. The fundamental risk associated with any equity portfolio is the risk that the value of the investments it holds might decrease in value. Equity security values may fluctuate in response to the activities of an individual company or in response to general market, interest rate, and/or economic conditions. MARKET CAPITALIZATION RISK: Another indication of the relative risk of a common stock investment is the size of the company, which is typically defined by reference to its "market capitalization." Market capitalization is computed by multiplying current market price of a share of the company's stock by the total number of its shares outstanding. Investing in larger capitalization companies generally involves a lesser degree of risk than investing in smaller capitalization companies. Conversely, investing in the equity securities of smaller companies involves greater risks and potential rewards than investing in larger, more established companies. Small capitalization companies, in particular, often have limited product lines, markets or financial resources, and they may depend upon a small group of inexperienced managers. Investments in such companies can be both more volatile and more speculative. These securities may have limited marketability and are subject to more abrupt or erratic market movements than securities of larger companies or the market in general. Three capitalization levels are currently used by the Trust for U.S. equities: large, medium ("mid"), and small. Each of these capitalization levels will be defined by reference to the Russell 3000(R) Index. The Russell 3000/(R)/ Index is a broad market index and is representative of the U.S. stock markets with a total capitalization of $12.8 trillion at the end of 2000./1/ . Large cap: Companies having a capitalization within the range of the 300 largest companies in the Russell 3000/(R)/ Index will be considered to be large capitalization ("large cap") companies. At the end of 2000, each of the largest 300 companies in the Russell 3000/(R)/ Index had a capitalization greater than $ 7.8 billion. . Mid cap: Companies having a capitalization within the range of the 250 to 1000 largest companies in the Russell 3000/(R)/ Index will be considered to be "mid cap." At the end of 2000, such mid cap companies had capitalizations ranging from $1.4 billion to $10 billion. . Small cap: Companies having a capitalization within the range of the remaining companies in the Russell 3000/(R)/ Index will be considered to be small capitalization ("small cap") companies. At the end of 2000, none of these smallest companies in the Russell 3000/(R)/ Index had a market capitalization of more than $1.4 billion. The above parameters for large cap, mid cap and small cap are typically adjusted at the end of each calendar quarter to reflect changes in the market capitalization of the Russell 3000/(R)/ Index. However, adjustments may be made as frequently as monthly in extraordinary circumstances. The U.S. equity securities of the Managed, Aggressive Balanced, Growth & Income, Equity Index, Large Cap Value, Large Cap Value CORE, Large Cap Value CORE II, Large Cap Growth, Large Cap Aggressive Growth, and Global Balanced Funds are generally expected to represent primarily companies that qualify as large cap issuers. These Funds also may invest in the equity securities of companies that qualify as small and mid cap issuers. - -------------------- /1/ The Russell 3000/(R)/ Index is a service mark of Frank Russell Company, which does not sponsor and is not in any way affiliated with the Trust. Inclusion of a security in the index in no way implies an opinion as to its attractiveness or appropriateness as an investment. 8 The U.S. equity securities of the Large/Mid Cap Value, Large/Mid Cap Value II, Fundamental Growth, International Equity, and International Opportunities Funds are generally expected to represent primarily large and mid cap issuers. These Funds also may invest in the equity securities of companies that qualify as small cap issuers. The U.S. equity securities of the Mid Cap Growth and Mid Cap Blend Funds are generally expected to represent primarily companies that qualify as mid cap issuers. These Funds also may invest in the equity securities of companies that qualify as small or large cap issuers. The U.S. equity securities of the Small/Mid Cap Growth and Small/Mid Cap CORE Funds are generally expected to represent companies that qualify as small cap and mid cap issuers. These Funds also may invest in the equity securities of companies that qualify as large cap issuers. The U.S. equity securities of the Small Cap Equity, Small Cap Value and Small Cap Growth Funds are generally expected to represent primarily companies that qualify as small cap issuers. Although these Funds also may invest significant amounts in the equity securities of companies that qualify as mid cap issuers, it is expected that they would rarely invest in the equity securities of companies that qualify only as large cap issuers. The Real Estate Equity and Health Sciences Funds have broad latitude to invest in companies of any size, depending on the market capitalization of the respective sectors covered by those Funds. Three capitalization levels are currently used by the Trust for non-U.S. equities: large, medium ("mid"), and small. . Large cap: Companies having a capitalization greater than $5 billion . Mid cap: Companies having a capitalization between $1 billion and $5 billion . Small cap: Companies having a capitalization less than $1 billion The non-U.S. equity securities of the International Equity Index Fund are generally expected to represent primarily non-U.S. companies that qualify as large cap issuers. This Fund also may invest in the equity securities of non- U.S. companies that qualify as small and mid cap issuers. The non-U.S. equity securities of the Global Balanced, International Equity and International Opportunities Funds are generally expected to represent primarily non-U.S. companies that qualify as large and mid cap issuers. These Funds also may invest in the equity securities of non-U.S. companies that qualify as small cap issuers. The Emerging Markets Equity has broad latitude to invest in companies of any size. 4. INVESTING IN REAL ESTATE SECURITIES The Real Estate Equity Fund invests primarily in companies with activities related to the real estate industry, such as real estate investment trusts ("REITs") that own commercial and multifamily residential real estate, real estate operating companies ("REOCs") that derive the majority of their revenue, income or asset value from real estate and other companies engaged in non-real estate businesses but whose real estate holdings are significant in relation to the market value of their common stock. The securities purchased will be principally common stock (and securities convertible into or with rights to purchase common stock) but a portion of the Fund may be invested in preferred stock. The Fund may also invest in commercial mortgage securities (debt obligations secured by commercial property), collateralized mortgage obligations (mortgage pass through securities secured by commercial mortgage pools) and master limited partnerships from time to time, but does not do so on the date of this Statement of Additional Information. In addition to the Real Estate Equity Fund, all of the other Funds (except for the Money Market Fund) may have some exposure to real estate risks through investments in companies engaged in real estate related businesses or investments in debt instruments secured by real estate. 9 RISKS OF REAL ESTATE SECURITIES: Generally speaking, real estate securities may be affected by risks similar to those resulting from the direct ownership of real estate, as well as by market risks due to changes in interest rates and by the overall volatility of the equity markets. The market value of shares in equity real estate investment trusts and commercial property companies, in particular, is heavily dependent upon the value of their underlying properties. Overbuilding, declines in local or regional economic conditions, financial difficulties on the part of major tenants and increases in real estate taxes and operating expenses all could decrease the value of the real estate investments. 5. INVESTING IN FOREIGN SECURITIES Investments in foreign securities may be made in a foreign-denominated security, or in the form of American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs") or other U.S. dollar denominated securities representing underlying shares of foreign securities. ADRs, EDRs, GDRs and other securities representing underlying shares of foreign securities may not necessarily be denominated in the same currency as the securities into which they may be converted, but rather in the currency of the market in which they are traded. ADRs are receipts, typically issued by an American bank or trust company, which evidence ownership of underlying securities issued by a foreign corporation. EDRs are receipts issued in Europe by banks or depositories which evidence a similar ownership arrangement. GDRs are receipts issued in two or more markets by banks or depositaries which evidence a similar ownership arrangement. Generally, ADRs are designed for use in U.S. securities markets, EDRs for use in European securities markets, and GDRs for use in multiple securities markets. Investments in debt securities issued by foreign issuers may be made directly in foreign-denominated debt instruments or in the form of U.S. dollar denominated debt securities issued by foreign issuers and publicly traded in the United States ("Yankees") or in Europe ("Eurobonds"). The International Equity Index, International Equity, International Opportunities and Emerging Markets Equity Funds invest primarily in foreign securities, including foreign-denominated securities. The Global Bond and Global Balanced Funds invest a significant portion of their assets in foreign securities, including foreign-denominated securities. To a lesser extent, the Managed, Aggressive Balanced, High Yield Bond, Large Cap Value, Mid Cap Growth, Real Estate Equity and Health Sciences Funds may also invest in foreign securities, including foreign-denominated securities. The following Funds may invest in ADRs and other U.S. dollar denominated foreign securities to a limited extent: Growth & Income, Equity Index, Large Cap Growth, Large Cap Aggressive Growth , , Large Cap Value CORE, Large Cap Value CORE II, Large/Mid Cap Value, Large/Mid Cap Value II, Mid Cap Blend, Small/Mid Cap Growth, , Small/Mid Cap CORE, Small Cap Equity Small Cap Value and Small Cap Growth. The Short-Term Bond, Bond Index, Active Bond, and Active Bond II Funds may invest in foreign debt securities denominated in U.S. dollars (i.e., Yankees and Eurobonds). The Emerging Markets Equity Fund invests primarily in developing countries commonly known as "emerging markets." To a lesser extent, the Global Balanced, International Equity Index, International Equity, International Opportunities, Growth & Income, Fundamental Growth, Mid Cap Growth, Small Cap Equity, Small Cap Growth, Managed, Aggressive Balanced, Bond Index, Global Bond, Active Bond, Active Bond II, and High Yield Bond Funds may also invest in emerging markets. The securities may be denominated in U.S. dollars or any other currency. Risks of investing in foreign securities are discussed in the paragraphs that follow: CURRENCY RISKS: When a Fund buys foreign-issued securities, it usually must pay for those securities in the local currency. Therefore, the Fund must convert funds into the local currency to the extent necessary for this purpose. Similarly, when a Fund sells a foreign security, it may receive payment in the local currency. Therefore, if the Fund does not wish to continue to hold that currency, it must enter into a transaction disposing of it. 10 In these ways, therefore, a Fund may temporarily hold foreign currency in order to facilitate the purchase and sale of foreign securities. This exposes the fund to the risk that the foreign currency's value could, while the Fund was temporarily holding that currency, decline relative to the U.S. dollar. This could result in a loss to the Fund, because the Fund's assets and shares are valued in U.S. dollars. On the other hand, the Fund could experience gains if the foreign currency's value, relative to the U.S. dollar, increases during the period when the Fund holds that currency. More fundamentally, however, because the Fund values its assets and shares in U.S. dollars, the Fund's gains and/or losses on investments that are denominated or traded in foreign currencies will depend in part on changes in the value of that currency relative to the U.S. dollar. This exposes the Fund to the risk of loss if that foreign currency loses value, as well as the possibility of gains if that currency gains value, relative to the U.S. dollar. The Funds may (but are not required to) employ certain strategies to limit their risks or otherwise manage their exposure to foreign currencies. Such currency management techniques, as well as the risks that those techniques themselves present, are discussed in Sections 6. - 10. below. Also, a risk exists that a foreign country may have or implement restrictions on transactions in its currency that prevent a Fund from effectively managing or reducing its exposure to that currency, even after the Fund has disposed of any securities denominated or traded in that currency. The risks associated with foreign currency conversions are not present in investments in Yankees and Eurobonds because these debt securities are U. S. dollar denominated. POLITICAL AND ECONOMIC RISK: Foreign securities often are subject to heightened political and economic risks, particularly in emerging markets or other underdeveloped or developing countries, which may have relatively unstable governments and economies based on only a few industries. Foreign governments may take over the assets or operations of a company, may impose additional taxes, or may place limits on the removal of the Fund's assets from that country. However, investments in foreign securities also offer the opportunity to diversify holdings and to invest in economies whose growth may outpace that of the United States. REGULATORY RISK: Generally, there is less government supervision of foreign markets. Foreign issuers generally are not subject to uniform accounting, auditing, and financial reporting standards and practices applicable to domestic issuers. There may be less publicly available information about foreign issuers than domestic issuers. These risks may be greater in emerging markets or other underdeveloped or developing countries. MARKET RISK: Foreign securities markets, particularly those of emerging markets or other underdeveloped or developing countries, may be less liquid and more volatile than domestic markets. Certain markets may require payment for securities a Fund purchases before delivery of these securities to the Fund, and delays may be encountered in settling securities transactions. In some foreign markets, there may be limited protection against failures by other parties to complete their transactions with a Fund. There may be limited legal recourse against an issuer in the event of a default on a debt instrument held by a Fund. TRANSACTION COSTS: Transaction costs of buying and selling foreign securities, including brokerage, tax, and custody costs, are generally higher than those involved in domestic transactions. This is particularly true for investments in emerging markets, or other underdeveloped or developing countries. 6. USING FORWARD EXCHANGE CONTRACTS TO MANAGE CURRENCY EXPOSURE TRANSACTION HEDGING AND PORTFOLIO HEDGING: When a Fund anticipates having to purchase or sell a foreign currency to facilitate a foreign securities transaction, it may wish to "lock in" the current exchange rate for that currency (vis-a-vis the U.S. dollar) and thus avoid (in whole or in part) exposure to further changes in that rate that could occur prior to when the purchase or sale proceeds are actually paid. This is called "transaction hedging." A Fund can do transaction hedging by purchasing or selling foreign currencies in the "spot" (i.e., cash) market. Alternatively, the following Funds may use "forward" currency foreign exchange purchase or sale contracts for 11 transaction hedging: the Managed, Aggressive Balanced, Large Cap Value, Mid Cap Growth, Real Estate Equity, Health Sciences, Global Balanced, International Equity Index, International Equity, International Opportunities, Emerging Markets Equity, Global Bond, and High Yield Bond Funds. In a forward exchange contract, the Fund purchases or sells a specific amount of foreign currency, at a price set and time set in the contract, which may be any fixed number of days in the future. These same Funds may also use forward foreign exchange contracts to reduce their exposure to changes (relative to the U.S. dollar) in the value of a foreign currency during a period of time when the Fund owns securities that are denominated, exposed to or traded in that currency. This is called "portfolio hedging." Except as described in the paragraph immediately below for certain funds, the Funds may not engage in portfolio hedging with respect to the currency of a particular country to an extent greater than the aggregate market value (at the time of establishing the hedge) of securities held by that Fund which are denominated, exposed to or traded in that particular foreign currency. The Funds may or may not attempt to hedge some or all of their foreign portfolio positions. Rather, they will enter into such transactions only to the extent, if any, deemed appropriate by their subadvisers. Furthermore, no Fund will use forward foreign currency exchange contracts for the purpose of leveraging the Fund's currency exposure. For purposes of transaction hedging or portfolio hedging, the Managed, Aggressive Balanced, Mid Cap Growth, Real Estate Equity, Health Sciences, Global Balanced, Global Bond, International Equity Index, International Equity, Emerging Markets Equity, and International Opportunities Funds may use forward exchange contracts on a "proxy" currency, instead of the currency being hedged. A proxy currency is one that the subadviser believes will bear a close relationship to the currency being hedged and believes will approximately equal the performance of such currency relative to the U.S. dollar. Nevertheless, changes in the value of the currency being hedged may not correspond to changes in the value of the proxy currency as expected, which could result in the currency hedge being more favorable or less favorable to the Fund than the subadviser had expected. OTHER TECHNIQUES FOR MANAGING CURRENCY EXPOSURE: The Managed, Aggressive Balanced, Mid Cap Growth, Real Estate Equity, Health Sciences, Global Balanced, International Equity Index, International Equity, International Opportunities, Emerging Markets Equity, and Global Bond Funds may use additional techniques when their subadvisers believe that the currency of a particular country may suffer a significant decline against the U.S. dollar or against another currency. In that case, these Funds may enter into a forward currency contract to sell, for a fixed amount of U.S. dollars or other appropriate currency, the amount of foreign currency approximating the value of some or all of the Fund's securities denominated in, traded in, or exposed to such foreign currency. The currency contract may call for the Fund to receive a currency other than U.S. dollars, for example, if such other currency is believed to be undervalued or necessary to bring the Fund's overall exposure to various currencies into a more desirable balance. For similar purposes, the Managed, Aggressive Balanced, Global Balanced, Emerging Markets Equity, International Opportunities, International Equity, Mid Cap Growth, Real Estate Equity, Health Sciences, and Global Bond Funds may also enter into contracts to purchase, for a fixed amount of U.S. dollars, or other appropriate currency, an amount of foreign currency corresponding to the value of some of the Fund's securities. ASSET SEGREGATION REQUIREMENTS FOR FORWARD EXCHANGE CONTRACTS: A Fund may "cover" its obligations under outstanding forward currency sale contracts by maintaining portfolio securities denominated, exposed to or traded in the currency of such contracts or of an appropriate proxy currency. To the extent a Fund does not thus cover all of its forward currency sales positions with its portfolio securities, or if it has outstanding any forward currency purchase contracts, the Funds' custodian will segregate cash or liquid assets in a separate account of the Fund in an amount at all times at least equal to the value of the Fund's net obligation with respect to forward contracts in a particular currency. If the value of the portfolio securities used to cover a position or the value of the assets in the segregated account declines, the Fund will find additional "cover" or additional cash or liquid assets will be placed in the account so that the value of the account will at least equal the required amount described in the preceding sentence. 7. USING OPTIONS ON CURRENCIES TO MANAGE CURRENCY EXPOSURE The Managed, Aggressive Balanced, Mid Cap Growth, Global Balanced, International Equity Index, International Equity, International Opportunities, Emerging Markets Equity, Global Bond, and High Yield Bond Funds may also 12 purchase and write put and call options on foreign currencies for the same purposes as those Funds could use forward foreign exchange contracts (as discussed in Section 6. above). This could include options traded on U.S. and foreign exchanges, as well as those traded in "over-the-counter" markets. The characteristics and risks of these currency option transactions are similar to those discussed in Sections 15. - 16. below with respect to put and call options on securities. Call options on foreign currencies written by a Fund will be "covered," which means that the Fund will own at all times at least an equal amount of, or an offsetting position in, the underlying foreign currency. ASSET SEGREGATION REQUIREMENT FOR CURRENCY PUT OPTIONS WRITTEN BY A FUND: With respect to put options on foreign currencies written by a Fund, the Fund will establish a segregated account with its custodian bank consisting of cash or liquid securities in an amount equal at all times to the amount the Fund would be required to deliver upon exercise of the put. 8. USING CURRENCY FUTURES CONTRACTS AND OPTIONS THEREON TO MANAGE CURRENCY EXPOSURE. Any Fund may use currency futures contracts and options thereon for the same purposes and to the same extent as that Fund could use forward foreign exchange contracts (as discussed in Section 6. above). The characteristics and risks of such futures and options transactions are similar to those discussed in Sections 16. - 19. below for other transactions in futures contracts and options thereon. All transactions in currency futures and options thereon also would be subject to the applicable limitations in Section 20. below. 9. USING CERTAIN OTHER DERIVATIVE INSTRUMENTS TO MANAGE CURRENCY EXPOSURE As discussed in Section 21. below, several of the Funds may use currency "swaps," "caps," "floors," and "collars" for the same purposes as those Funds could use forward foreign exchange contracts (as discussed in Section 6. above). The characteristics and risks of such "derivative" transactions, as discussed in Section 21., are generally also applicable when such instruments are used for currency management purposes. 10. USING FOREIGN CURRENCY EXPOSURE MANAGEMENT STRATEGIES (GENERAL CONSIDERATIONS AND RISKS) The foreign currency management techniques discussed in Sections 6. - 9. above do not eliminate fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. The Funds are not obligated to try to hedge against any change in the value of any currency. Even if a Fund wished to do so, there is no assurance that market conditions would be such as to make such hedging possible. Moreover, even where a Fund establishes positions designed to manage its foreign currency exposure, there is no assurance that this will be beneficial to the Fund. Such positions may cause a Fund to forego gains that it otherwise could have achieved or incur costs and losses that it would not otherwise have incurred. (In general the cost to the Funds of engaging in foreign currency management transactions varies with such factors as the currency involved, the type and duration of the instrument being used for this purpose, and the market conditions then prevailing.) It is entirely possible, therefore, that any effort to manage a Fund's currency exposure could have a negative effect on the Fund's investment performance. In general, the more foreign securities a given Fund invests in, the greater its currency management activities are likely to be. Also, the Managed, Aggressive Balanced, Mid Cap Growth, Real Estate Equity, Health Sciences, Global Balanced, International Equity Index, International Equity, International Opportunities, Emerging Markets Equity, and Global Bond Funds may use certain of these same types of instruments in currency management strategies that expose those Funds to currencies other than the U.S. dollar. Although this would not be done for the purpose of "leveraging" the Fund's overall exposure to fluctuations in currency values, such strategies could expose those Funds to greater risks of loss and greater volatility than they otherwise would experience. 13 11. REALLOCATING A FUND'S ASSETS AMONG ASSET CLASSES The continual reallocation of assets among the major asset classes (e.g., stocks, bonds, and cash) involves the risk that the subadviser may reduce the Fund's holdings in an asset class whose value increases unexpectedly, or may increase the Fund's holdings in an asset class just prior to that asset class experiencing a loss of value. The Managed, Aggressive Balanced, and Global Balanced Funds tend to exercise broad discretion in reallocating assets across asset classes. The Global Bond Fund intends to exercise discretion to reallocate assets across domestic and international asset classes. All of the other Funds, with the exception of the Money Market Fund, generally allow the subadviser some latitude to allocate across asset classes. Nevertheless, this latitude is expected to be exercised to a lesser degree than in the case of the Managed, Aggressive Balanced, Global Balanced, and Global Bond Funds. 12. ADOPTING A TEMPORARY DEFENSIVE STRATEGY All of the Funds, except the Money Market Fund, may (but are not required to) adopt a defensive investment posture if the subadviser believes the investment environment for the Fund is negative. Such a defensive posture would involve reallocating some or all of a Fund's assets in a manner different from that contemplated by its primary investment objective and strategies. Most of the Funds are not limited as to the types of investments they could use temporarily for defensive purposes. Thus, for example, a small cap equity Fund might temporarily invest in stocks of larger cap companies or in high quality, short term debt securities. A bond Fund might shorten maturities or tighten its investment quality parameters. An international Fund might, for example, limit the countries it would invest in or temporarily invest only in high quality, short-term debt securities in the United States. There can be no assurance that the transaction costs and lost investment opportunities will not outweigh any benefits to a Fund that attempts to adopt a defensive strategy. 13. INVESTING WITH AN INDEX-BASED OBJECTIVE The Equity Index, International Equity Index, and Bond Index Funds expect to invest substantially all of their assets in equity or debt securities within their investment objectives and policies at all times. Accordingly, these Funds may carry more risk in times of declining markets than Funds that are more likely to adopt a defensive investment posture in such circumstances by reallocating their assets in a manner different from that contemplated by their primary investment objective and strategies. Investments in the Equity Index, International Equity Index, and Bond Index Funds each involve the risk that the Fund will be unable to match the performance of its corresponding target index. Each Fund's ability to do so is affected by (a) the size and timing of cash flows into and out of that Fund, (b) the level of the Fund's expenses, including commissions and "spreads," on its portfolio transactions, other portfolio management expenses, and other operating expenses, and (c) the degree of success of the techniques employed by the Fund's subadviser. Further, if the size of a Fund limits the number of issues that the Fund can purchase, or that size is relatively small in relation to cash flows, there is a greater possibility that the Fund may be unable to match the performance of the corresponding target index. THE S&P 500 INDEX: The S&P 500 is an index that is constructed by the Standard & Poor's Corporation ("Standard & Poor's" or "S&P"), which chooses stocks on the basis of market values and industry diversification. Most of the largest 500 companies listed on U.S. stock exchanges are included in the index. Additional stocks that are not among the 500 largest stocks, by market value, may be included in the S&P 500 for diversification purposes. The index is capitalization weighted -- that is, stocks with a larger capitalization (shares outstanding times current price) have a greater weight in the index. Selection of a stock for inclusion in the S&P 500 Index in no way implies an opinion by S&P as to its attractiveness as an investment. 14 The Trust and the insurance products supported by the Trust are not sponsored, endorsed, sold or promoted by Standard & Poor's. Standard & Poor's makes no representation or warranty, express or implied, to the owners of the insurance products supported by the Trust or to any member of the public regarding the advisability of investing in the Trust or such insurance products. Standard & Poor's only relationship to the Trust is the licensing of Standard & Poor's "marks" and the S&P 500 Index, which is determined, composed and calculated by Standard & Poor's without regard to the Fund or the Trust. "Standard & Poor's," "S&P ," "S&P 500," "Standard & Poor's 500," and "500" are trademarks of McGraw-Hill, Inc. and have been licensed for use by the Trust. In determining, composing, or calculating the S&P 500 Index, S&P has no obligation to take into consideration the needs of the Trust or those of the owners of the insurance products supported by the Trust. S&P is not responsible for and has not participated in the determination of the prices and amount of the insurance products supported by the Trust or the timing of the issuance or sale of such products or in the determination or calculation of the equations by which such products are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing, or trading of such products. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE TRUST, OWNERS OF THE PRODUCTS SUPPORTED BY THE TRUST, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THE LEHMAN BROTHERS GOVERNMENT/CREDIT AND AGGREGATE BOND INDEXES: The Lehman Brothers Government/Credit Index (the "Government/Credit Index") is intended to measure the performance of the domestic, fixed-rate investment grade debt market. The Government/Credit Index is composed of (1) all public obligations of the U.S. Government, its agencies and instrumentalities (excluding "flower" bonds and pass-through issues, such as GNMA certificates) and (2) all publicly issued, fixed-rate, non-convertible, investment grade, U.S. dollar-denominated, SEC-registered obligations of domestic corporations, foreign governments and supranational organizations. Securities in the index generally have at least $150 million par amount outstanding and at least 1 year remaining to maturity. The Lehman Brothers Aggregate Bond Index (the "Aggregate Bond Index") covers the U.S. investment grade fixed-rate bond market, including government and corporate securities, agency mortgage pass-through securities, and asset- backed securities. The Aggregate Bond Index covers those securities in the Government/Credit Index, plus those covered by the Lehman Mortgage-Backed Securities Index ("MBS Index"), the Lehman Commercial Mortgage-Backed Securities (ERISA Eligible) Index ("CMBS (ERISA Eligible) Index"), and the Lehman Asset- Backed Securities Index ("ABS Index"). The MBS Index covers fixed-rate securities backed by mortgage pools of the Government National Mortgage Association, the Federal Home Loan Mortgage Association, and the Federal National Mortgage Association. The CMBS (ERISA Eligible) Index covers ERISA- Eligible CMBS securities. The ABS Index covers several subsectors -- including credit and charge cards, auto, utilities and home equity loans -- and includes pass-through, "bullet," and controlled amortization structures. All non-government issues in the Government/Credit Index and the Aggregate Bond Index are rated at least Baa by Moody's Investors Service, Inc. ("Moody's") or, if unrated by Moody's, BBB by Standard & Poor's Ratings Group ("Standard & Poor's"). All securities in the Government/Credit Index and the Aggregate Bond Index issued by non-U.S. entities are denominated in U.S. dollars. 15 Lehman Brothers, Inc. is neither a sponsor of nor in any other way affiliated with the Trust or the insurance products supported by the Trust. Inclusion of a security in the Government/Credit or Aggregate Bond Indexes in no way implies an opinion of Lehman Brothers, Inc. as to its attractiveness or appropriateness as an investment. THE MSCI EAFE GDP INDEX AND MSCI EMERGING MARKETS FREE ("EMF") INDEX: The MSCI EAFE GDP Index weights countries such that a country with a larger GDP will have a greater weight in the index. Stocks within those countries are capitalization weighted; that is, stocks with a larger capitalization have a greater weight in the index. The MSCI EMF Index is a market capitalization weighted index composed primarily of companies representative of the market structure of Emerging Market countries in Europe, Latin America, and the Pacific Basin. The MSCI EMF Index excludes closed markets and those shares in otherwise free markets that are not purchasable by foreigners. The Trust and the insurance products supported by the Trust are not sponsored, endorsed, sold or promoted by Morgan Stanley Capital International ("MSCI"). MSCI makes no representation or warranty, express or implied, to the owners of the Trust, or any member of the public regarding the advisability of investing in funds generally or in the Trust or any Fund particularly, or the ability of the MSCI EAFE GDP or MSCI EMF Indexes to track general stock market performance. MSCI is the licensor of certain trademarks, service marks and trade names of MSCI and of the MSCI EAFE GDP Index, which is determined, composed and calculated by MSCI without regard to the Trust. "Morgan Stanley Capital International" is a service mark of Morgan Stanley & Co., Incorporated, that has been licensed for use by the Trust. MSCI has no obligation to take the needs of the Trust or the owners of insurance products supported by the Trust into consideration in determining, composing or calculating the MSCI EAFE GDP or MSCI EMF Indexes. MSCI is not responsible for and has not participated in the determination of the prices or amounts of insurance products supported by the Trust or the timing of the issuance and sale of such products, or in the determination or calculation of the equations by which such products are convertible into cash. MSCI has no obligation or liability to owners of the Trust or of the insurance products supported by the Trust in connection with the administration, marketing or trading of any Fund of the Trust. ALTHOUGH MSCI OBTAINS INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEX FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE TRUST, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. 14. INVESTING ON A NON-DIVERSIFIED BASIS The Managed, Growth & Income, Large Cap Growth, Large Cap Aggressive Growth, Mid Cap Growth, Real Estate Equity, Health Sciences, Global Balanced and Global Bond Funds are "non-diversified Funds." Non-diversified Funds are less restricted in the extent to which they may invest more than 5% of their assets in any issuer or purchase more than 10% of the voting securities of any issuer. Because a relatively high percentage of a non-diversified Fund's assets may be invested in the obligations of a single issuer or a limited number of issuers, the value of that Fund's shares may be more volatile and more susceptible to any single economic, political, or regulatory event, or to credit and market risks associated with a single issuer, than would the shares of a diversified Fund. 16 15. USING OPTIONS (GENERALLY) Most of the Funds may, in varying degrees, use options on the following (which, for simplicity, may be referred to as the "subject" of an option): currencies, securities, equity indexes, interest rate indexes, and financial futures contracts. This Section 15. discusses certain characteristics and risks that are generally common to all of these types of options. The Funds' use of specific types is discussed in Sections 7. - 8. above and 16. - 20. below, including characteristics and risks peculiar to those types of options or the Funds' use of them. PURCHASING "CALL" OPTIONS: If a Fund (or anyone else) "purchases" a "call" option, it pays a purchase price (often called a "premium") plus, in most cases, a commission to the broker through whom the purchase was made. In return the Fund (or other purchaser) has the right (but not the obligation), at or before a specified future time (called the "expiration date"), to acquire a specified amount of the option's subject (or the economic equivalent thereof) at a specified price (called the "strike price" or "exercise price"). If the purchaser of an option decides to exercise this right, we say the option has been "exercised." If an option is never exercised before its expiration date, it expires unexercised. A Fund (or other purchasers of a call option) may profit in one of two ways. First, the Fund may be able to exercise the call option at a date when the value of the option's subject exceeds the purchase price of the option (including any brokerage commission) plus the exercise price. Whether the Fund will be able to do this depends on how favorable those prices were and how the value of the option's subject has changed since the option was purchased. Secondly, a Fund may profit from purchasing an option if the Fund is able to sell the option (unexercised) at a profit sometime before its expiration date. (As a practical matter, such a sale would generally be accomplished by having the Fund sell (i.e., "write") an option identical to the option it owns, thereby "netting out" the Fund's exposure to the position.) Whether such a profit will be possible, of course depends on whether the then market price for the option (less any commission payable on the sale) exceeds the option's purchase price (including any related commission). In this regard, one of the general risks of purchasing options is that, for a variety of reasons, the market price of an option usually does not vary in the same way or to the same extent as the value of the option's subject varies. Therefore, a Fund can lose money purchasing a call option, even if the value of the option's subject increases. The basic risk in purchasing an option is that, if the Fund never exercises or sells the option at a profit, the Fund will lose the entire purchase price of the option (plus any related commissions). That is the maximum amount the Fund could lose, however. SELLING OR "WRITING" CALL OPTIONS: Selling an option is commonly referred to as "writing" an option. If the Fund (or anyone else) sells ("writes") a call option, it receives the premium (less any commission) paid by the option's purchaser and has the obligation to sell the option's subject to the purchaser at the exercise price if the purchaser exercises the option before it expires. The Fund can make a profit writing a call option if the purchaser fails to exercise the option (which usually would happen only if the value of the option's subject were below the exercise price). In this case, the option's purchase price (net of any commissions) would be a profit to the Fund. Alternatively, a Fund could profit from writing a call option if it is able to subsequently purchase an identical option that would close out the Fund's position at a profit. This could be done only if the market price of the option then exceeded the Fund's initial purchase price by an amount greater than any commissions payable by the Fund on the purchase or sale transactions. There is a risk, however, that a Fund may be unable to do this, even if the value of the call option's subject has declined. This is because, as noted above, the value of an option does not vary in identical fashion to the value of the option's subject. The risk of writing a call option is that, if the value of the option's subject exceeds the option's exercise price, the option is almost sure to be exercised. In that case, the Fund will suffer a loss to the extent that the premium it received for writing the option (net of any commissions), plus the exercise price it receives are less than the value of 17 the option's subject at the time of exercise. Therefore, the higher the value of the option's subject rises, the greater the Fund's potential loss on an option it has written. A Fund could cut off its further exposure in such a case by purchasing an identical call option that would close out its position. The Fund would, however, probably realize a loss on the transaction, because the purchase price it would have to pay for that call option would probably have increased to reflect the increasing value of the option's subject. WRITING OPTIONS ON A "COVERED" BASIS. One way for a Fund to limit its risk exposure on call options it has written is to "cover." A call option may be considered "covered" if, as long as the option is outstanding, the writer (seller) of the option owns assets that are identical to, or have the same or similar investment characteristics to, the option's subject. In such a case, if the value of the option's subject increases, the losses that the Fund will incur on the call option it has written will tend to be offset by gains that Fund earns on the assets it is holding to "cover" the option. Naturally, the more similar the assets held by the fund are to the option's subject, the more assurance the Fund will have that its losses on call options it has written will be "covered." How similar those assets must be varies depending on the Fund and the type of covered option involved. More details in this regard can be found in Sections 16. - 19. below. PURCHASING AND SELLING (WRITING) "PUT" OPTIONS: A "put" option is the same as a call option, except that a Fund (or any other person) that purchases a put option, by paying the purchase price ("premium") has the right to sell (rather than buy) the option's subject for a stated exercise ("strike") price. Conversely, the seller (writer) of a put option receives the premium (net of any commissions) but has the obligation to purchase the option's subject at its exercise price if the option is exercised. Thus, if a Fund purchases a put option, its maximum potential loss would equal the purchase price (plus any commissions thereon). On the other hand, if a Fund sells (writes) a put option, the Fund could continue to experience continuing losses while the option is outstanding, to the extent that the value of the subject of the option continues to decline. If the subject lost its value entirely, the Fund's maximum loss would equal the exercise price less the premium (net of any commissions) that the Fund received initially for writing the option. Because of this risk exposure, a Fund that writes a put option may seek to "cover" that option with other assets that it owns. More details about this can be found in Section 16. - 19. below. ACCOUNTING FOR OPTIONS: The value of any option that the Fund has purchased, and the amount of the Fund's obligation under any outstanding option it has written, will vary as market prices change. These variations are reflected daily in the Fund's calculation of its net asset value, so that such value always reflects the estimated impact of current market conditions on all of the Fund's option positions. 16. USING OPTIONS ON SECURITIES IN CERTAIN CONSERVATIVE INVESTMENT STRATEGIES Except as otherwise noted below, the general discussion of options in Section 15. above applies to this Section 16. Each of the Funds may write covered call options that are traded on national securities exchanges, except for the Money Market Fund. By "covered" we mean that the Fund will actually own the securities that are the subject of the option. The same Funds may purchase "protective" put options that are traded on national securities exchanges. By "protective", we mean that the Fund will actually own the securities that are the subject of the option. If the market value of such underlying securities remains above the option's exercise price, the Fund will, in effect, lose the premium it has paid for the option. The Fund, however, avoids the risk of loss on the underlying securities, to the extent that the market value of the underlying securities falls below the exercise price of the put option. LIQUIDITY RISK: The Funds intend to write and purchase options only if the subadviser believes that adequate liquidity exists. If for any reason a Fund cannot, however, close out its open option position when deemed advisable, the Fund's investment performance could be adversely affected. 18 17. USING FINANCIAL FUTURES CONTRACTS, OPTIONS ON SUCH CONTRACTS AND OPTIONS ON STOCK INDEXES (GENERAL CONSIDERATIONS) Most of the Funds may, in varying degrees use financial futures contracts, options on such futures and options on stock indexes. This Section 17 discusses certain characteristics and risks that generally pertain to these instruments, regardless of the specific use to which they are put. The Funds' specific uses are discussed in Sections 7. - 8. above and 18. - 20. below, including specific risks related to those risks. FINANCIAL FUTURES CONTRACTS: Financial futures contracts consist of interest rate futures contracts, stock index futures contracts, and currency futures contracts. An interest rate futures contract is a contract to buy or sell specified debt securities at a future time for a fixed price. A public market currently exists for interest rate futures contracts on United States Treasury Bills, United States Treasury Notes, bank certificates of deposit, and various other domestic or foreign instruments and indexes. Stock index futures contracts bind purchaser and seller to delivery at a future date specified in the contract of a cash amount equal to a multiple of the difference between the value of a specified stock index on that date and settlement price specified by the contract. That is, the seller of the futures contract must pay and the purchaser would receive a multiple of any excess of the value of the index over the settlement price, and the purchaser must pay and the seller would receive a multiple of any excess of the settlement price over the value of the index. A public market currently exists for stock index futures contracts based on the Standard & Poor's 500 Stock Index, the Standard & Poor's Midcap Index, the New York Stock Exchange Composite Index, the Value Line Stock Index, and various other domestic or foreign indexes. A currency futures contract is a contract to buy or sell a specified amount of another currency at a future time for a fixed price. OPTIONS ON FINANCIAL FUTURES CONTRACTS: The writer of an option on a financial futures contract agrees to assume a position in such financial futures contract having a specified price, if the purchaser exercises the option and thereby assumes the opposite position in the financial futures contract. If the option purchaser would assume the sale side of the futures contract upon exercise of the option, the option is commonly called a "put" option. If the option writer would assume the sale side, it is commonly called a "call" option. As with other types of options, the party that writes the option receives a premium for doing so, and the party that purchases an option pays a premium therefor. However, there is no exercise (or strike) price, as such. Rather, if the value of the futures contract moves against the writer of the option, so that the option is (or is likely to be) exercised, the option writer, in effect, has the obligation to pay those losses. More specifically, an option written by a Fund on a financial futures contract requires the Fund to pay any amount by which the fluctuating price of the underlying debt instrument or index exceeds (in the case of a call option) or is less than (in the case of a put option) the price specified in the futures contract to which the option relates. Therefore, if the price of the debt instrument or stock index on which the futures contract is based increases (in the case of a call option written by a Fund) or decreases (in the case of a put option written by a Fund), the Fund may incur losses that exceed the amount of the premium received by the Fund for writing the option. STOCK INDEX OPTIONS: After payment of a specified premium at the time a stock index option is entered into, the purchaser of a stock index call option obtains the right to receive a sum of money upon exercise of the option equal to a multiple of the excess of a specified stock index on the exercise date over the exercise or "strike" price specified by the option. The purchaser of a put option obtains the right to receive a sum of money upon exercise of the option equal to a multiple of any excess of the strike price over the stock index. The writer of a call or put stock index option receives a premium, but has the obligation, upon exercise of the option, to pay a multiple of the difference between the index and the strike price. Thus, if the price of the stock index on which an index option is based increases (in the case of a call option written by a Fund) or decreases (in the case of a put option written by a Fund), the Fund may incur losses that exceed the premium it received for writing the option. 19 Stock indexes for which options are currently traded include the Standard & Poor's 100 and Standard & Poor's 500 Indexes. MARGIN REQUIREMENTS FOR FUTURES AND OPTIONS: When futures contracts are traded, both buyer and seller are required to post an initial margin of cash or U.S. Treasury Bills equaling as much as 5 to 10 percent or more of the contract settlement price. The nature of the margin requirements in futures transactions differs from traditional margin payments made in securities transactions in that margins for futures contracts do not involve the borrowing of funds by the customer to finance the transaction. Instead, a customer's margin on a futures contract represents a good faith deposit securing the customer's contractual obligations under the futures contract. If the market moves against the Trust, so that a Fund has a net loss on its outstanding futures contracts for a given day, the Fund generally will be required to post additional margin to that extent. The margin deposit is returned, assuming the Trust's obligations have been met, when the futures contract is terminated. Similar margin requirements will apply in connection with any transactions in which a Fund writes any options. This includes options on indexes and futures contracts, as well as other types of options. CERTAIN RISKS: Financial futures, options thereon, and stock index options, if used by a Fund, will in most cases be based on securities or stock indexes the components of which are not identical to the portfolio securities owned or intended to be acquired by the Fund and in connection with which such instruments are used. Furthermore, due to supply and demand imbalances and other market factors, the price movements of financial futures, options thereon, and stock index options do not necessarily correspond exactly to the price movements of the securities, currencies, or stock index on which such instruments are based. These factors increase the difficulty of implementing a successful strategy using futures and options contracts. The Funds generally will not take delivery of debt instruments pursuant to purchasing an interest rate futures contract, nor make a delivery of debt instruments pursuant to selling an interest rate futures contract. Nor will the Funds necessarily take delivery of or deliver currencies in connection with currency futures contracts. Instead, a Fund will more typically close out such futures positions by entering into closing futures contract transactions. Similarly, a Fund may wish to close out an option on a futures contract or an option on an index by entering into an offsetting position in those instruments. Generally speaking, entering into closing transactions such as described immediately above would not affect gains and losses of the Fund resulting from market action prior to such closing transactions. Moreover, there is a risk that, at the time a Fund wishes to enter into such a closing transaction, trading in futures or options could be interrupted, for example, because of supply and demand imbalances arising from a lack of either buyers or sellers. The futures and options exchanges also may suspend trading after the price has risen or fallen more than the maximum amount specified by the exchange. Exercise of options could also be restricted or delayed because of regulatory restrictions or other factors. Although the subadvisers will seek to avoid situations where these factors would be likely to cause a problem for the Trust, in some cases they could adversely affect particular Fund transactions in these instruments. ASSET SEGREGATION REQUIREMENT FOR CERTAIN FUTURES AND OPTIONS POSITIONS: A Fund will maintain at all times in a segregated account with its custodian cash or liquid securities at least equal to the sum of the purchase prices of all of the Fund's open futures purchase positions, plus the current value of the securities underlying all of the Fund's open futures sales positions that are maintained for purposes other than bona fide hedging, plus the exercise price of all outstanding put options on futures contracts written by the Fund, minus the amount of margin deposits with respect thereto as marked to market each day. 18. USING FINANCIAL FUTURES, OPTIONS THEREON, AND STOCK INDEX OPTIONS FOR CERTAIN HEDGING-TYPE STRATEGIES This Section 18. should be read against the background of the generally applicable information about options, futures and related risks that appears in Sections 15. and 17. above. 20 This Section 18. covers all Funds, except the Money Market Fund. Specifically, except for the Money Market Fund, all Funds may use exchange- traded financial futures contracts and options thereon, and, except for the Active Bond Fund, they also may purchase exchange-traded put or call options on stock indexes, for the purposes discussed below. It should be emphasized that none of the Funds is required to use any of these strategies, and doing so is not a principal investment strategy of any of the Portfolios. Therefore, it should not be assumed that any particular Fund will ever necessarily use any of these strategies to a significant extent. HEDGING WITH FINANCIAL FUTURES CONTRACTS AGAINST MARKET CHANGES: All Funds covered by this Section 18. (except the Equity Index Fund) may use certain financial futures contracts as a hedge to protect against possible changes in interest rates and security prices. Thus, for example, to hedge against the possibility that interest rates or other factors may result in a general decline in prices of equity securities of a type owned by them, these Funds (other than the Equity Index Fund) may sell stock index futures contracts. Similarly, to hedge against the possibility that increases in interest rates may adversely affect the market values of debt securities held by them, these Funds (other than the Equity Index, Large Cap Value CORE, and Large Cap Value CORE II Funds) may enter into interest rate futures sale contracts. ESTABLISHING MARKET EXPOSURE AND MANAGING CASH FLOW WITH FINANCIAL FUTURES CONTRACTS: On the other hand, purchasing futures contracts could enable a Fund to take the approximate economic equivalent of a substantial position in bonds or equity securities. Thus, all of the Funds - - with the exception of the Money Market Fund - - may purchase and sell stock index and interest rate futures to maintain market exposure and manage cash flows. MANAGING FOREIGN CURRENCY EXPOSURE WITH FOREIGN CURRENCY FUTURES CONTRACTS: Any Fund may use foreign currency futures contracts to the same extent and in the same manner as it is authorized to use forward foreign exchange contracts in Section 6. above. Using options on futures contracts and options on stock indexes for the foregoing purposes: Each Fund that this Section 18. authorizes to use financial futures contracts also may purchase options on appropriate financial futures contracts and (except for the Active Bond Fund) stock indexes for any purpose and to the extent that it could use financial futures contracts as discussed above. LIMITATIONS ON "LONG" POSITIONS FOR CERTAIN FUNDS: The Large Cap Value CORE and Large Cap Value CORE II Funds may not purchase financial futures contracts, except for currency futures. The following limitation applies to the Managed, Aggressive Balanced, Growth & Income, Equity Index, Large Cap Aggressive Growth, Large/Mid Cap Value, Large/Mid Cap Value II, Fundamental Growth, Mid Cap Blend, and Real Estate Equity Funds. These Funds may purchase financial futures contracts, purchase call options on financial futures options or purchase call options on equity indexes only if (a) they intend to purchase securities (or, in the case of the Aggressive Balanced, Growth & Income, Equity Index, Large Cap Aggressive Growth, Large/Mid Cap Value, Large/Mid Cap Value II, Fundamental Growth, Mid Cap Blend, and Real Estate Equity Funds, wish to establish or maintain market exposure to securities that the Fund would be authorized to purchase) and (b) the value of such securities are expected to change by approximately the same amount as the value of the futures or options contracts being used to hedge them. RISKS OF HEDGING-TYPE STRATEGIES: If, after a Fund establishes a hedge position, the value of the securities or currencies being hedged moves in the opposite direction from that anticipated, the Fund as a whole will perform less well than it would have had it not entered into the futures or option transaction. The success of the Funds in using hedging-type techniques depends, among other things, on the subadviser's ability to predict the direction and volatility of price movements in the futures or options markets, as well as the securities markets and, in some cases, currency markets, and on the subadviser's ability to select the proper type, time and duration of option or futures contracts. Certain of the subadvisers have limited experience in utilizing these hedging-type techniques, and there can be no assurance that these techniques will produce their intended result. 21 The prices of the futures and options contracts used for hedging-type strategies may not vary as contemplated in relation to changes in the price of the securities or currencies being hedged. Accordingly, there is a risk that transactions in these instruments, if used by a Fund, may not in fact offset the impact of adverse market developments in the manner or to the extent contemplated or that such transactions may result in losses to the Fund which would not be offset by gains with respect to corresponding portfolio securities owned or to be purchased by that Fund. Hedging-type transactions also may be more, rather than less, favorable to a Fund than originally anticipated. 19. USING OPTIONS AND FUTURES IN POTENTIALLY MORE AGGRESSIVE STRATEGIES This Section 19. should be read against the background of the generally applicable information about options, futures, and related risks that appears in Section 15., 17. and 18. above. This Section 19. applies only to the Managed, Aggressive Balanced, Growth & Income, Large Cap Value CORE, Large Cap Value CORE II, Large Cap Growth, Mid Cap Growth, Real Estate Equity, Small/Mid Cap CORE, Small/Mid Cap Growth, Small Cap Growth, Global Balanced, International Equity Index, International Equity, Emerging Markets Equity, Short-Term Bond, Bond Index, Global Bond, and High Yield Bond Funds. The option and futures strategies discussed in this Section are in addition to those discussed for those (and other) Funds in Sections 7., 8., 16., and 18. above. WRITING CERTAIN TYPES OF OPTIONS: The Managed, Aggressive Balanced, Large Cap Value CORE, Large Cap Value CORE II, Mid Cap Growth, Small/Mid Cap CORE, , Small/Mid Cap Growth, Small Cap Growth, Global Balanced, International Equity Index, International Equity, Emerging Markets Equity, Short-Term Bond, Bond Index, Global Bond, and High Yield Bond Funds may write "covered" put options on securities. In addition, the Managed, Aggressive Balanced, Large Cap Value CORE, Large Cap Value CORE II, Mid Cap Growth, Small/Mid Cap CORE, Small/Mid Cap Growth, Small Cap Growth, Global Balanced, International Equity Index, International Equity, Emerging Markets Equity, Short-Term Bond, Bond Index, Global Bond, and High Yield Bond Funds may also write covered put and call options on indexes composed of securities in which the Fund may invest. Such index options may be written in any manner that the Fund in question is authorized to write options on specific securities it owns. A put option written by a Fund will be deemed to be "covered" if the Fund maintains in a segregated account with its custodian cash or liquid securities with a value at all times at least equal to the exercise price of the put. Put and call options written by Funds will also be considered to be "covered" to the extent that the Fund's liabilities under these options are fully offset by its rights under put or call options purchased by the Fund. PURCHASING CERTAIN TYPES OF OPTIONS. The Managed, Aggressive Balanced, Large Cap Value CORE, Large Cap Value CORE II, Mid Cap Growth, Small/Mid Cap CORE, Small Cap Growth, Global Balanced, International Equity Index, International Equity, Emerging Markets Equity, Global Bond, and High Yield Bond Funds may purchase put and call options on securities in which it may invest, without specific restriction as to the circumstances of such purchases. Similarly, each of these Funds, as well as the Small/Mid Cap Growth and Short- Term Bond Funds, may purchase put and call options on indexes composed of securities in which the Fund may invest, without specific restriction on the circumstances of such purchases. Option purchases of the type covered in the preceding paragraph would have to be consistent with the Fund's investment objective. Also, each of the above- listed Funds is subject to the limitation on certain futures and options transactions described in Section 20. USING OPTIONS TRADED OVER-THE-COUNTER OR ON FOREIGN EXCHANGES: The Managed, Aggressive Balanced, Growth & Income, Large Cap Value CORE, Large Cap Value CORE II, Mid Cap Growth, Real Estate Equity, Small/Mid Cap CORE, Small/Mid Cap Growth, Small Cap Growth, Global Balanced, International Equity Index, International Equity, Emerging Markets Equity, Short-Term Bond, Bond Index, Global Bond, and High Yield Bond Funds may also use options on securities and options on indexes that are traded "over-the-counter" or on foreign exchanges, in any manner that they would be permitted to use such options that were traded on domestic exchanges. 22 These Funds will engage in over-the-counter options only with member banks of the Federal Reserve System and primary dealers in U.S. Government securities. These Funds will treat over-the-counter options they have purchased and assets used to cover over-the-counter options they have written as illiquid securities. However, with respect to options written with primary dealers in U.S. Government securities pursuant to an agreement requiring a closing purchase transaction at a formula price, the amount of illiquid securities may be calculated with reference to the formula price. USING FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS FOR CERTAIN PURPOSES: The Managed, Aggressive Balanced, Growth & Income, Large Cap Value CORE, Large Cap Value CORE II, Large Cap Growth, Mid Cap Growth, Real Estate Equity, Small/Mid Cap CORE, Small/Mid Cap Growth, Small Cap Value, Small Cap Growth, Global Balanced, International Equity Index, International Equity, Emerging Markets Equity, Short-Term Bond, Bond Index, Active Bond, Active Bond II, Global Bond, and High Yield Bond Funds may use futures contracts on securities or on market indexes, and options on such futures contracts, without specific restriction on the purposes of such transactions. Nevertheless, such transactions would have to be consistent with the Fund's investment objective. There is no specific overall limit on the amount of the assets these Funds may devote to financial futures contracts and options thereon, even if such contracts are not limited to hedging-type transactions. Nevertheless (except through the purchase of options, as discussed below) the Funds will not use these techniques for purpose of "leveraging" the Fund's exposure to the securities underlying any futures contract or option thereon or its exposure to foreign currencies. Although this limitation does not apply to options on futures contracts that are purchased by a Fund, the total amount of assets on deposit as margin to secure options on futures contracts that are not used for bona fide hedging purposes plus the amount of premiums paid by a Fund for such options is (pursuant to the restrictions set forth in Section 20. below) limited to 5% of the Fund's net assets. RISKS OF POTENTIALLY MORE AGGRESSIVE OPTIONS AND FUTURES STRATEGIES: As outlined above, the Funds discussed in this Section 19. may engage in types of options and futures transactions not permitted to the other Funds, including over-the-counter options, writing covered put options, and more types of transactions that are not solely for hedging-type purposes or that otherwise may be more speculative. Also, even as to options and futures transactions of a type that are permitted to other Funds, these Funds are, in certain cases, not as limited regarding the amount of their assets that may be so employed. Accordingly, to the extent that these Funds exercise their broader authority to enter into options and futures transactions, they may incur greater risks than the other Funds. 20. LIMITING THE FUNDS' EXPOSURE TO CERTAIN FUTURES AND OPTION TRANSACTIONS. The Equity Index, Large Cap Value, Small Cap Equity, and International Opportunities Funds will not enter into any financial futures contract or purchase any option thereon, if, immediately thereafter, the total amount of its assets required by commodities exchanges to be on deposit as margin to secure its obligations under futures contracts, plus the amount of premiums paid by the Fund for outstanding options to purchase futures contracts, exceeds 5% of the market value of the Fund's total assets. The following limitation applies to all of the Funds that can invest in financial futures contracts or options thereon, other than the Equity Index, Large Cap Value, Small Cap Equity, and International Opportunities Funds: No such other Fund may purchase, sell or write futures contracts or options thereon other than for "bona fide" hedging purposes (as defined by the U.S. Commodity Futures Trading Commission) if immediately thereafter the Fund's initial margin deposits on such outstanding non-hedging futures and options positions, plus the amount of premiums paid by the Fund for such outstanding non-hedging options on futures contracts, exceeds 5% of the market value of the Fund's net assets. For the purpose of this calculation, any amount by which an option is "in the money" at the time of its purchase is excluded from the premium paid therefor. Nor will any of the Large Cap Value, Large Cap Value CORE, Large Cap Value CORE II, Small Cap Equity or International Equity Funds enter into any transaction in interest rate, stock index or currency futures, or options thereon, or stock index options, if the value of the securities being hedged by all of such instruments would immediately thereafter be more than one-third of the value of the Fund's total assets. Nor will any Fund consider as "hedging" any transaction that is intended to leverage the Fund's investment exposure to the type of security being hedged or to leverage the Fund's currency exposure. 23 21. USING OTHER TYPES OF DERIVATIVE INSTRUMENTS The Global Balanced, International Equity Index, and High Yield Bond Funds may engage in "swap" transactions (specifically interest rate, currency and index swaps) and in the purchase or sale of related "caps," "floors," or "collars." The Emerging Markets Equity Fund may also engage in those transactions and, in addition, may engage in equity swap transactions. The Managed and Aggressive Balanced Funds may each invest up to 10% of the respective Fund's total assets (at the time the swap is entered into) in currency and equity swaps for hedging purposes or for currency management strategies as discussed in Section 6 above. The International Equity Fund may invest up to 10% of its total assets (at the time the swap is entered into) in currency and equity swaps, although it will use currency swaps only for hedging purposes. The Global Bond Fund may also use these derivative instruments, but only for currency management strategies as discussed in Section 6. above. The nature and risks of these types of transactions are discussed further in the paragraphs that follow. INTEREST RATE SWAPS: In a typical interest rate swap agreement, one party agrees to make payments equal to a floating interest rate on a specified amount (the "notional amount") in return for payments equal to a fixed interest rate on the same amount for a specified period. If a swap agreement provides for payments in different currencies, the parties might agree to exchange the notional amount as well. Provided the contract so permits, a Fund will usually enter into swaps on a "net" basis: that is, the two payment streams are netted out in a cash settlement on the payment date or dates specified in the instrument, with the Fund receiving or paying, as the case may be, only the net amount of the two payments. INTEREST RATE CAPS, FLOORS AND COLLARS: The purchaser of an interest rate cap or floor, upon payment of a fee, has the right to receive payments (and the seller of the cap is obligated to make payments) to the extent a specified interest rate exceeds (in the case of a cap) or is less than (in the case of a floor) a specified level over a specified period of time or at specified dates. The purchaser of an interest rate collar, upon payment of a fee, has the right to receive payments (and the seller of the collar is obligated to make payments) to the extent that a specified interest rate falls outside an agreed upon range over a specified period of time or at specified dates. CURRENCY, INDEX AND EQUITY SWAPS, CAPS, FLOORS AND COLLARS: Currency, index, and equity swaps, caps, floors, and collars are similar to those for interest rates described in the two preceding paragraphs above, except that, rather than being determined by variations in specified interest rates, the obligations of the parties are determined by variations in a specified currency, interest rate index, or equity index, as the case may be. RISKS AND PURPOSES OF THESE OTHER DERIVATIVES: The amount of a Fund's potential gain or loss on any swap transaction is not subject to any fixed limit. Nor is there any fixed limit on the Fund's potential loss if it sells a cap, floor or collar. If a Fund buys a cap, floor or collar, however, the Fund's potential loss is limited to the amount of the fee that it has paid. Swaps, caps, floors and collars tend to be more volatile than many other types of investments. Nevertheless, a Fund will use these techniques only as a risk management tool and not for purposes of leveraging the Fund's market exposure or its exposure to changing interest rates, security values or currency values. Rather, a Fund will use these transactions only to preserve a return or spread on a particular investment or portion of its investments, to protect against currency fluctuations, as a duration management technique, to protect against any increase in the price of securities the Fund anticipates purchasing at a later date, or to gain exposure to certain markets in the most economical way possible. Nor will a Fund sell interest rate caps, floors or collars if it does not own securities providing the interest that the Fund may be required to pay under such derivative instruments. Finally, of course, a Fund may use these derivative instruments only in ways that are consistent with its investment objective. The use of swaps, caps, floors and collars involves investment techniques and risks different from those associated with other portfolio security transactions. If the subadviser is incorrect in its forecasts of market values, 24 interest rates, currency rates and other applicable factors, the investment performance of a Fund will be less favorable than if these techniques had not been used. These instruments are typically not traded on exchanges. Accordingly, there is a heightened risk that the other party to certain of these instruments will not perform its obligations to the Fund. None of the Funds will enter into any swap, cap, floor, or collar, unless the other party to the transaction is deemed creditworthy by the subadviser. There also is a risk that a Fund may be unable to enter into offsetting positions to terminate its exposure or liquidate its investment under certain of these instruments when it wishes to do so. Such occurrences could result in losses to the Fund. In recent years, the swap market has become relatively liquid. Caps, floors and collars are more recent innovations for which standardized documentation has not yet been fully developed and, for that reason, they are less liquid than swaps. The liquidity of swaps, caps, floors and collars will be determined by the subadviser based on various factors, including (1) the frequency of trades and quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, (4) the nature of the instrument (including any demand or tender features) and (5) the nature of the marketplace for trades (including the ability to assign or offset a Fund's rights and obligations relating to the investment). Such determinations will govern whether the instrument will be deemed within the Fund's 15% restriction on investments in securities that are not readily marketable. SEGREGATION REQUIREMENTS FOR THESE DERIVATIVES: Each Fund will maintain cash or liquid high grade debt securities in a segregated account with its custodian in an amount sufficient at all times to cover its current obligations under swaps, caps, floors and collars. If a Fund enters into a swap agreement on a net basis, it will segregate assets with a daily value at least equal to the excess, if any, of the Fund's accrued obligations under the swap agreement over the accrued amount the Fund is entitled to receive under the agreement. If a Fund enters into a swap agreement on other than a net basis, or sells a cap, floor or collar, it will segregate assets with a daily value at least equal to the full amount of the Fund's accrued obligations under the agreement. 22. INVESTING IN OTHER INVESTMENT COMPANIES Each Fund may invest up to 10% of its total assets in shares of other investment companies investing exclusively in securities in which that Fund may otherwise invest. As a shareholder in an investment company, a Fund would bear its ratable share of that investment company's expenses, including advisory and administration fees, except as specifically stated otherwise in the paragraphs that follow. USING OTHER INVESTMENT COMPANIES TO GAIN EXPOSURE TO CERTAIN FOREIGN SECURITIES: Because of restrictions on direct investment by U.S. entities in certain countries, other investment companies may provide the most practical (or only way) for a Fund to invest in certain markets. Such investments may involve the payment of substantial premiums above the net asset value of those investment companies' portfolio securities and are subject to limitations under the Investment Company Act of 1940. A Fund also may incur tax liability to the extent it invests in the stock of a foreign issuer that is a "passive foreign investment company," regardless of whether such "passive foreign investment company" makes distributions to the Fund. The International Equity Index Fund is likely to invest in closed-end investment companies known as "country funds" or passive foreign investment companies. (A "closed end" company is one whose shares can generally be disposed of only in market transactions, as opposed to redemptions. An "open end" company is one whose shares are freely redeemable.)The International Equity Fund may also purchase shares of investment companies investing primarily in foreign securities, including country funds. The Large Cap Value CORE, Large Cap Value CORE II, and International Equity Funds may invest in iShares/(sm)/ (formerly called World Equity Benchmark Shares or "WEBS") and other investment company securities that represent a similar interest in securities included in a foreign securities index. iShares/(sm)/ are shares of an investment company that invests substantially all of its assets in securities included in the MSCI indices for specified countries. iShares/(sm)/ are listed on the AMEX and were initially offered to the public in 1996. The market prices of iShares/(sm)/ are expected to fluctuate in accordance with both changes in the NAVs of their underlying indices and 25 supply and demand of iShares/(sm)/ on the AMEX. To date, iShares/(sm)/ have traded at relatively modest discounts and premiums to the NAVs. However, iShares have a limited operating history and information is lacking regarding the actual performance and trading liquidity of iShares/(sm)/ for extended periods or over complete market cycles. In addition, there is no assurance that the requirements of the AMEX necessary to maintain the listing of iShares/(sm)/ will continue to be met or will remain unchanged. In the event substantial market or other disruptions affecting iShares/(sm)/ should occur in the future, the liquidity and value of a Fund's shares could also be substantially and adversely affected. If such disruptions were to occur, a Fund could be required to reconsider the use of iShares/(sm)/ as part of its investment strategy. INVESTING IN STANDARD & POOR'S DEPOSITARY RECEIPTS (SPDR'S): The Equity Index, Large Cap Value CORE, Large Cap Value CORE II, and Small/Mid Cap CORE Funds may, consistent with their investment objectives, purchase Standard & Poor's Depositary Receipts ("SPDRs"). SPDRs are American Stock Exchange-traded securities that represent ownership in the SPDR Trust, a trust which has been established to accumulate and hold a portfolio of common stocks that is intended to track the price performance and dividend yield of the S&P 500. This trust is a regulated investment company that is sponsored by a subsidiary of the American Stock Exchange. SPDRs may be used for several reasons, including but not limited to: facilitating the handling of cash flows or trading, or reducing transaction costs. INVESTING IN MONEY MARKET FUND SHARES: A Fund may also invest in money market funds managed by its subadviser in reliance upon an exemptive order received by its subadviser from the SEC. Such exemptive orders may permit funds managed by the subadviser to invest in money market funds managed by it, to an extent in excess of amounts otherwise permitted by the Investment Company Act. The subadviser to the Mid Cap Growth Fund will remit the fees it receives from money market funds it manages, to the extent such fees are based on the Mid Cap Growth Fund's assets, to the Mid Cap Growth Fund. Nor are the Large Cap Value, Small Cap Value and International Opportunities Funds charged any investment management fees for investments in money market funds managed by their subadvisers. 23. PURCHASING "WHEN ISSUED" SECURITIES AND FORWARD COMMITMENTS All Funds (other than the Growth & Income and Money Market Funds) may purchase securities on a when issued or delayed delivery basis. When such transactions are negotiated, the price of such securities is fixed at the time of commitment, but delivery and payment for the securities may take place a month or more after the date of the commitment to purchase. The securities so purchased are subject to market fluctuations, and no interest accrues to the purchaser during this period. In addition, these Funds may make contracts to purchase securities for a fixed price at a future date beyond customary settlement time ("forward commitments"), because new issues of securities are typically offered to investors on that basis. Forward commitments involve a risk of loss if the value of the security to be purchased declines prior to the settlement date. This risk is in addition to the risk of decline in value of the Fund's other assets. Although a Fund will enter into such contracts with the intention of acquiring the securities, the Fund may dispose of a commitment prior to settlement if its subadviser deems it appropriate to do so. ASSET SEGREGATION REQUIREMENT FOR THESE TRANSACTIONS. Each Fund will maintain in a segregated account with its custodian cash or liquid securities that at all times equal the amount of its when issued and forward commitments. 24. SHORT-TERM TRADING All Funds can use short-term trading of securities as a means of managing their portfolios to achieve their investment objectives. As used herein, "short-term trading" means the purchase and subsequent sale of a security after it has been held for a relatively brief period of time, in some instances for less than three months. A Fund may engage in short-term trading to the extent that the subadviser believes the transactions, net of costs (including commissions, if any), will benefit the Fund. Generally speaking, short-term trading can be expected to generate expenses for a Fund that would not be incurred by a Fund that did not engage in that practice. 26 25. ENTERING INTO REPURCHASE AGREEMENTS All of the Funds may enter into repurchase agreements. A repurchase agreement is a contract under which a Fund would acquire a security for a relatively short period (e.g., 7 days), subject to the seller's obligation to repurchase the security at a fixed time and price (representing the Fund's cost plus interest). Repurchase agreements will be entered into only with member banks of the Federal Reserve System and with "primary dealers" in U.S. Government securities. The Managed, Growth & Income, Large Cap Growth, Real Estate Equity, Active Bond, and Money Market Funds may not invest in repurchase agreements maturing in more than 7 days. No other Fund will invest in repurchase agreements maturing in more than 7 days if that investment, together with any other investments deemed "illiquid," would exceed 15% of the Fund's net assets. Each Fund has a procedure providing that the securities serving as collateral for each repurchase agreement must be delivered to the Fund's custodian or sub-custodian, either physically or in book-entry form, and that the collateral must be marked-to-market daily to ensure that each repurchase agreement is fully "collateralized" at all times. In the event of a bankruptcy or other default by a seller of a repurchase agreement, however, the Fund could experience delays in liquidating the underlying securities and could experience losses (including the possible decline in the value of the underlying securities during the period while the Fund seeks to enforce its rights thereto, possible subnormal levels of income and lack of access to income during this period, and expenses of enforcing its rights). 26. PARTICIPATING IN JOINT TRADING ACCOUNTS John Hancock has established a "joint trading account" that all Funds, in the discretion of their subadvisers, can use to invest relatively small amounts of cash on a more favorable basis than they could do individually. John Hancock is responsible for investing the aggregate cash balances in the joint trading account into one or more repurchase agreements, as described in Section 25. above, or in other money market instruments. The joint trading account was established pursuant to an order of the SEC and all of the Funds (except the Large Cap Value CORE, Large Cap Value CORE II, Mid Cap Growth Fund, Small/Mid Cap CORE, Small Cap Growth, International Equity, and Money Market Funds) regularly participate in it. Each Fund is also free to participate in any similar joint trading account that their subadviser operates for mutual fund assets managed by it. These other joint trading accounts would be operated pursuant to their own SEC exemptive orders, and the following Funds regularly participate in such other joint trading accounts: the Large Cap Value CORE, Large Cap Value CORE II, Mid Cap Growth, Small/Mid Cap CORE, Small/Mid Cap Growth, Small Cap Growth, and International Equity Funds. In each case, the subadviser that operates one of these joint trading accounts is responsible for ensuring that all repurchase agreements acquired through these accounts are at all times fully collateralized. 27. LENDING OF FUND SECURITIES In order to generate additional income, all Funds may, and most do, lend securities from their portfolios to brokers, dealers and financial institutions such as banks and trust companies. Such loans will be secured by collateral consisting of cash or U.S. Government securities, which will be maintained in an amount equal to at least 100% of the current market value of the loaned securities. During the period of the loan, the Fund receives the income (if any) on the loaned securities, as well as additional compensation for making the loan. Cash collateral may be invested in short-term securities, which will increase the current income of the Fund. Such loans will not be for more than 60 days and will be terminable by the Fund at any time. The Fund will have the right to regain record ownership of loaned securities in order to exercise rights of a holder thereof including receiving interest or other distributions or exercising voting rights. The Fund may pay reasonable fees to persons unaffiliated with the Fund for services in arranging such loans. 27 Lending of portfolio securities involves a risk of failure by the borrower to return the loaned securities, in which event the Fund may incur a loss. However, most of the Funds' loans of securities are pursuant to an arrangement with State Street Bank & Trust Company, the Trust's primary custodian. Under these arrangements, State Street Bank & Trust Company guarantees the Trust against any loss or damages that any Fund incurs as a result of the borrower failing to return the Fund's securities in accordance with the terms of the loan. No Fund will lend portfolio securities having a total value in excess of 33 1/3% of its total assets. 28. USING REVERSE REPURCHASE AGREEMENTS AND MORTGAGE "DOLLAR ROLLS" The Short-Term Bond and Money Market Funds may enter into reverse repurchase agreements to facilitate portfolio liquidity, a practice common in the mutual fund industry, or for arbitrage transactions (discussed below). In a reverse repurchase agreement, the Fund sells a security and enters into an agreement to repurchase the security at a specified future date, but at a lower price. The Fund generally retains the right to interest and principal payments on the security, as well as use of the proceeds while the repurchase agreement is outstanding. The Managed, Aggressive Balanced, Short-Term Bond, Bond Index, Active Bond, Active Bond II, Global Balanced, and Global Bond Funds may enter into mortgage dollar rolls, in which the Fund sells mortgage-backed securities for delivery in the current month and simultaneously contracts to purchase substantially similar securities at a specified future date and price. While the Fund foregoes principal and interest paid on the mortgage-backed securities during the "roll" period, the Fund is compensated by the difference between the current sale price and the lower price for the future purchase as well as by any return earned on the proceeds of the initial sale. The mortgage dollar rolls and reverse repurchase agreements entered into by a Fund may be used as arbitrage transactions in which the Fund will maintain an offsetting position in investment-grade debt obligations or repurchase agreements that mature on or before the settlement date of the related mortgage dollar roll or reverse repurchase agreement. Since the Fund will receive interest on the securities or repurchase agreements in which it invests the transaction proceeds, such transactions could be considered to involve leverage. However, since such securities or repurchase agreements will be high quality and will mature on or before the settlement date of the mortgage dollar roll or reverse repurchase agreement, the Trust does not believe that such arbitrage transactions present the risks to the Fund that are associated with other types of leverage. ASSET SEGREGATION REQUIREMENTS FOR REVERSE REPURCHASE AGREEMENTS AND MORTGAGE DOLLAR ROLLS: Each Fund will set aside in a segregated account with its custodian liquid assets that at all times are at least equal to its obligations under outstanding reverse repurchase agreements and mortgage dollar rolls it has entered into. 29. INVESTING IN RULE 144A AND ILLIQUID SECURITIES All Funds may purchase unregistered securities that are eligible for resale to "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933. Case-by-case determinations are made whether each issue of Rule 144A securities owned by the Fund is an illiquid security. If illiquid, a Rule 144A security may not be purchased by the Money Market Fund. Nor may the Money Market Fund purchase any other investments that are deemed to be illiquid, if the total of all its illiquid assets would be more than 10% of its net assets. Each Fund other than the Money Market Fund, however, may purchase illiquid Rule 144A securities, or other illiquid assets if, and only if, the total of all the Fund's illiquid assets would not thereby be made to exceed 15% of the Fund's net assets. 30. INVESTING IN CONVERTIBLE SECURITIES AND WARRANTS ------------------------------------------------ Investments may be made in debt or preferred equity securities convertible into, or exchangeable for, equity securities. Traditionally, convertible securities have paid dividends or interest at rates higher than common stocks but lower than nonconvertible securities. They generally participate in the appreciation or depreciation of the underlying stock into which they are convertible, but to a lesser degree. In recent years, convertibles have been developed which combine higher or lower current income with options and other features. Warrants are options to buy a stated number of shares of common stock at a specified price anytime during the life of the warrants (generally, two or more years). 28 31. INVESTING IN INITIAL PUBLIC OFFERINGS ("IPOS") Some Funds of the Trust have the ability to invest in IPOs. IPO investments may be more volatile than other types of investments and a Fund's investments in IPOs may be subject to more erratic price movements than the overall equity market. IPOs could have a substantial impact on performance, either positive or negative, particularly on a fund with a small asset base. The actual effect of IPOs on performance depends on a variety of factors, including the number of IPOs the Fund invests in, whether and to what extent a security purchased in an IPO appreciates in value, and the asset base of the Fund. There is no guarantee that a Fund's investments in IPOs, if any, will continue to have a similar impact on the Fund's performance in the future. THE FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS The Funds' investment objectives and strategies may, in general, be changed without the approval of shareholders. In a few cases, however, the Investment Company Act requires such approval. In addition, the Trust has adopted as "fundamental" the below-listed restrictions relating to the investment of each Fund's assets. That these restrictions are "fundamental" policies means that they may not be changed for any Fund without the approval of a majority of the outstanding voting shares of each affected Fund. (The term "majority of the outstanding voting shares" means the lesser of (1) 67% of the shares represented at a meeting at which more than 50% of the outstanding shares are represented or (2) more than 50% of the outstanding shares.) To the extent the Trust's prospectus or this Statement of Additional Information anywhere sets forth investment restrictions more restrictive than the fundamental restrictions described below, the more restrictive limitation controls; but any such more restrictive limitation may be changed without any shareholder approval, subject to the below fundamental 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 Managed, Aggressive Balanced, Equity Index, Large Cap Value, Large Cap Growth, Large Cap Value CORE, Large Cap Value CORE II, Large Cap Aggressive Growth, Large/Mid Cap Value, Large/Mid Cap Value II, Mid Cap Growth, Fundamental Growth, Mid Cap Blend, Small Cap Value, Small/Mid Cap Growth, Small/Mid Cap CORE, Small Cap Equity, Small Cap Growth, Global Balanced, International Equity Index, International Equity, International Opportunities, Emerging Markets Equity, Short-Term Bond, Active Bond II, Bond Index, Global Bond, and High Yield Bond Funds may (i) write call options on, and purchase put options covered by, securities held by them and purchase and sell options to close out positions thus established, provided that no such covered 29 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, Large/Mid Cap Value II, 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 Large Cap Value, Equity Index, Large/Mid Cap Value II, 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 Managed, Aggressive Balanced, Equity Index, Large Cap Value, Large Cap Value CORE, Large Cap Value CORE II, Large Cap Aggressive Growth, Large/Mid Cap Value, Large/Mid Cap Value II, Mid Cap Growth, Fundamental Growth, Mid Cap Blend, Small/Mid Cap Growth, Small/Mid Cap CORE, Small Cap Equity, Small Cap Value, Small Cap Growth, Global Balanced, International Equity Index, International Equity, International Opportunities, Emerging Markets Equity, Short-Term Bond, Bond Index, Active Bond, Active Bond II, Global Bond, and High Yield 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 purposes of this restriction; (C) the Managed, Aggressive Balanced, Mid Cap Growth, Large Cap Value CORE, Large Cap Value CORE II, Large Cap Aggressive Growth, Large/Mid Cap Value, Small/Mid Cap Growth, Small/Mid Cap CORE, Small Cap Growth, Global Balanced, International Equity Index, International Equity, Emerging Markets Equity, Short-Term Bond, Bond Index, Global Bond, and High Yield Bond Funds may, in addition to the activities permitted in (A) and (B) above, (i) write put and call options on securities and market indexes, if such positions are covered by other securities or outstanding put and call positions of the Fund, and purchase put and call options to close out any positions thus established, and (ii) enter into futures contracts on securities or market indexes, or purchase or write put or call options on such futures contracts, for hedging or speculative (non-hedging) purposes, and enter into offsetting transactions to close out any positions thus established; provided that none of these Funds 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, Active Bond and Active Bond II 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, Real Estate Equity, and Health Sciences 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 30 (E) the Managed, Aggressive Balanced, Equity Index, Large Cap Value, Large Cap Value CORE, Large Cap Value CORE II, Large Cap Aggressive Growth, Large/Mid Cap Value, Large/Mid Cap Value II, Mid Cap Growth, Fundamental Growth, Mid Cap Blend, Small/Mid Cap CORE, Small Cap Equity, Small Cap Value, Small Cap Growth, Global Balanced, International Equity Index, International Equity, International Opportunities, Emerging Markets Equity, Active Bond II, Global Bond, and High Yield 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 Aggressive Balanced, Large Cap Value CORE, Large Cap Value CORE II, Large Cap Aggressive Growth, Large/Mid Cap Value, Fundamental Growth, Mid Cap Blend, Small/Mid Cap CORE, Small Cap Value, Health Sciences, International Equity Index, International Equity, Emerging Markets Equity, Bond Index, Active Bond II 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 Managed and Active Bond Funds, nor the Growth & Income, Large Cap Growth, Real Estate Equity, or Money Market Funds may purchase securities which are subject to legal or contractual delays in or restrictions on resale. The Managed, Growth & Income, Large Cap Growth, Real Estate Equity, and Active Bond Funds may, however, purchase restricted securities, including those eligible for resale to "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, subject to a non fundamental restriction limiting all illiquid securities held by each Fund to not more than 15% of the Trust's net assets. (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 Aggressive Balanced, Equity Index, Large Cap Value, Large Cap Value CORE, Large Cap Value CORE II, Large Cap Aggressive Growth, Large/Mid Cap Value, Large/Mid Cap Value II, Mid Cap Growth, Fundamental Growth, Mid Cap Blend, Small/Mid Cap CORE, Small Cap Equity, Small Cap Value, Small Cap Growth, Health Sciences, International Equity, Global Balanced, International Opportunities, Emerging Markets Equity, Bond Index, Active Bond II, Global Bond, or High Yield 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 31 restriction (10) does not apply to the Managed, Growth & Income, Large Cap Growth, Large Cap Aggressive Growth, Mid Cap Growth, Health Sciences, 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; and the use of foreign currency contracts. The Aggressive Balanced, Equity Index, Large Cap Value, Large Cap Value CORE, Large Cap Value CORE II, Large Cap Aggressive Growth, Large/Mid Cap Value, Large/Mid Cap Value II, Mid Cap Growth, Fundamental Growth, Mid Cap Blend, Small/Mid Cap Growth, Small/Mid Cap CORE, Small Cap Equity, Small Cap Value, Small Cap Growth, Global Balanced, International Equity Index, International Equity, International Opportunities, Emerging Markets Equity, Short-Term Bond, Bond Index, Active Bond, Active Bond II, Global Bond, and High Yield 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 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 (1) to have acquired or invested in any securities of any exchange or clearing corporation for any such instrument or (2) 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. 32 BOARD OF TRUSTEES AND OFFICERS OF THE TRUST The Board of Trustees of the Trust is responsible for overall management of the Trust. The Board may exercise all powers of the Trust, except those powers which are conferred solely upon or reserved to the shareholders. The following table provides information about the members of the Board of Trustees and the officers of the Trust: NAME, ADDRESS AND AGE POSITIONS HELD WITH TRUST PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS - --------------------- ------------------------- ---------------------------------------------- Michele G. Van Leer* (age 43) Chairman and Trustee Senior Vice President, Product Management, John John Hancock Place Hancock Life Insurance Company; Vice Chairman, Boston, Massachusetts 02117 President & Director, John Hancock Variable Life Insurance Company Thomas J. Lee* (age 46) Vice Chairman, President Vice President, Life and Annuity Services, John John Hancock Place and Trustee Hancock Life Insurance Company; Vice President Boston, Massachusetts 02117 & Director, John Hancock Variable Life Insurance Company Elizabeth G. Cook (age 63) Trustee Expressive Arts Therapist (Clients: 85 East India Row Massachusetts General Hospital, Dana-Farber Boston, Massachusetts 02110 Cancer Institute); President, The Advertising Club of Greater Boston Diane C. Kessler (age 54) Trustee Executive Director, Massachusetts Council of 325 Parker Street Churches Newton Centre, Massachusetts 02159 Robert Verdonck (age 55) Trustee Chairman, President and Chief Executive One Bennington Street Officer, East Boston Savings Bank East Boston, Massachusetts 02128 Hassell H. McClellan (age 55) Trustee Associate Professor and Graduate Dean, The Boston College Wallace E. Carroll School of Management, Boston Graduate School of Management College 140 Commonwealth Avenue Chestnut Hill, Massachusetts 02467 Raymond F. Skiba (age 55) Treasurer Director, Fund Financial Management, John John Hancock Place Hancock Funds, Inc. Boston, Massachusetts 02117 Karen Q. Visconti (age 47) Secretary Senior Marketing Consultant, Life Product John Hancock Place Management, John Hancock Life Insurance Company Boston, Massachusetts 02117 * Ms. Van Leer and Mr. Lee are the only Trustees who are "interested persons" as defined in the Investment Company Act. 33 Certain members of the Trust's Board of Trustees may own either variable annuity contracts or variable life insurance policies that are supported by one of the Separate Accounts and, in that sense, have an interest in shares of the Trust. The combined interest of all the Trust's officers and Trustees, however, does not aggregate as much as 1% of any Fund's net assets. Compensation paid by the Trust to its current disinterested Trustees during 2000 was as follows: Ms. Cook $52,100 Ms. Kessler $47,800 Mr. Verdonk $51,300 Mr. McClellan $43,900 The Trust paid no compensation to any other officer or Trustee. Mr McClellan did not become a Trustee until February 16, 2000. 34 INVESTMENT ADVISORY ARRANGEMENTS THE TRUST'S INVESTMENT ADVISORY ARRANGEMENTS WITH JOHN HANCOCK John Hancock, the Trust's investment adviser, is a Massachusetts corporation. Until February 1, 2000, John Hancock was a mutual life insurance company. Now, it is a subsidiary of John Hancock Financial Services, Inc., a publicly-traded holding company. John Hancock provides advisory services to the Funds pursuant to several investment advisory agreements. The Trust is party to each of these investment advisory agreements with John Hancock. The Trust pays John Hancock investment advisory fees at the following rates: JOHN HANCOCK'S INVESTMENT ADVISORY FEE AS AN ANNUAL PERCENTAGE OF EACH PORTION FUND OF THE FUND'S AVERAGE DAILY NET ASSETS - ---- -------------------------------------- Managed .74% of first $500 million; .68% of next $500 million; .65% above $1 billion Large Cap Growth .40% of first $500 million; .35% of next $500 million; .30% above $1 billion Growth & Income .71% of first $150 million; .69% of next $150 million; .67% above $300 million Aggressive Balanced .675% of first $250 million; .625% of next $250 million; .60% above $500 million Large Cap Value CORE .75% of first $50 million; .65% of next $150 million; .60% above $200 million Large Cap Value CORE II .75% of first $50 million; .65% of next $150 million; .60% above $200 million Large Cap Aggressive Growth 1.00% of first $10 million; .875% of next $10 million; .75% above $20 million Active Bond .70% of first $100 million; .65% of next $150 million; .61% of next $250 million; .58% of next $500 million; .55% above $1 billion Active Bond II .70% of first $100 million; .65% of next $150 million; .61% of next $250 million; .58% of next $500 million; .55% above $1 billion Money Market .25% Small Cap Growth .75% Large Cap Value .75% Equity Index .15% of first $75 million; .14% of next $50 million; .13% above $125 million Large/Mid Cap Value .95% of first $25 million; .85% of next $25 million; .75% of next $50 million; 65% above $100 million 35 JOHN HANCOCK'S INVESTMENT ADVISORY FEE AS AN ANNUAL PERCENTAGE OF EACH PORTION FUND OF THE FUND'S AVERAGE DAILY NET ASSETS - CONTINUED - ---- -------------------------------------------------- Large/Mid Cap Value II .95% of first $25 million; .85% of next $25 million; .75% of next $50 million; 65% above $100 million Small Cap Equity .90% of first $150 million; .75% of next $150 million; .65% of next $200 million; .60% above $500 million Mid Cap Growth .85% of first $100 million; .80% above $100 million Fundamental Growth .90% of first $250 million; .85% above $250 million Real Estate Equity 1.10% of first $50 million; 1.00% of the next $50 million; .90% of the next $100 million; .80% above $200 million Health Sciences 1.00% of first $250 million; .95% above $250 million Mid Cap Blend .75% of first $250 million; .70% of next $250 million; .65% above $500 million Small/Mid Cap Growth .75% of first $250 million; .70% of next $250 million; .65% above $500 million Small Cap Value .95% Small/Mid Cap CORE .80% of first $50 million; .70% above $50 million Global Balanced 1.05% of first $150 million; .95% of next $150 million; .80% of next $200 million; .75% above $500 million International Equity Index .18% of first $100 million; .15% of next $100 million; .11% above $200 million International Equity 1.00% of first $50 million; .95% of next $150 million; .90% above $200 million International Opportunities 1.00% of first $20 million; .85% of next $30 million; .75% above $50 million Emerging Markets Equity 1.30% of first $10 million; 1.20% of next $140 million; 1.10% above $150 million Short-Term Bond .30% Bond Index .15% of first $100 million; .13% of next $150 million; .11% above $250 million Global Bond .85% of first $150 million; .80% of next $150 million; .75 of next $200 million; .70% above $500 million High Yield Bond .65% of first $100 million; .60% of next $100 million; .50% above $200 million 36 Under its investment advisory agreements with the Trust, John Hancock advises the Trust in connection with policy and strategy decisions; provides administration of much of the Trust's day-to-day operations; serves as the Trust's transfer agent and dividend disbursing agent; prepares the Trust's financial statements; maintains records required by the Investment Company Act of 1940; and supervises activities of the subadvisers (discussed below) and of other service providers to the Trust. John Hancock also provides the Trust with office space, supplies and other facilities required for the business of the Trust. John Hancock pays the compensation of Trust officers and employees and the expenses of clerical services relating to the administration of the Trust. To the extent that any administrative or legal services for the Trust are provided by John Hancock's Law Department, however, John Hancock charges the Trust separately, and the Trust pays such charges in accordance with the terms of the investment advisory agreements. All other expenses not expressly assumed by John Hancock under the investment advisory agreements are paid by the Trust. These include, but are not limited to, the Trust's taxes (if any); custodian fees; auditing fees; brokerage commissions; advisory fees; the compensation of Trustees who are not affiliated with John Hancock; the Trust's fidelity bond coverage; the costs of printing and distributing annual and semi-annual reports and voting materials to holders of variable annuity contracts and variable life insurance policies that participate in the Trust; tabulating votes; fees for certain accounting, valuation, and compliance services; legal fees; SEC registration costs; proxy costs; costs of organizing any new Funds; and other expenses related to the Trust's operations. THE TRUST'S ARRANGEMENTS WITH SUBADVISERS Set forth below are the names to the Funds' subadvisers and certain persons who may control them. SUBADVISER GENERAL NATURE AND THE FUNDS SUBADVISER'S OF IT MANAGES CONTROLLING PERSON BASIS OF CONTROL CONTROL PERSON'S BUSINESS -------------------------------- ------------------ ----------------------- -------------------------------- 1. Independence Investment LLC John Hancock Indirectly owns 100% Financial services holding (Managed, Growth & Income, Financial Services of voting stock company Large Cap Growth, Real Estate Inc. Equity, Short-Term Bond, Aggressive Balanced, Mid-Cap John Hancock Indirectly owns Life insurance and other Blend and International Equity Life Insurance 100% of voting stock financial services provided Index Funds) Company directly or through subsidiaries 2. John Hancock Advisers, Inc. Same as 1. above. (Small Cap Growth, Active Bond and Active Bond II Funds) 3. SSgA Funds Management, Inc. State Street Owns 100% of the Financial services holding (Equity Index Fund) Corporation subadviser company 4. T. Rowe Price Associates, Inc. T. Rowe price Owns 100% of the Publicly traded financial (Large Cap Value and Small Cap Group, Inc. subadviser services holding company Value Funds) 37 SUBADVISER GENERAL NATURE AND THE FUNDS SUBADVISER'S OF IT MANAGES--CONTINUED CONTROLLING PERSON BASIS OF CONTROL CONTROL PERSON'S BUSINESS -------------------------------- ------------------ ----------------------- -------------------------------- 5. Janus Capital Corporation Stilwell Indirectly owns 88.7% Publicly traded financial asset (Mid Cap Growth Fund) Financial, Inc. of the subadviser management company Owns 6.2% of the Thomas H. Bailey subadviser and, by CEO and Chairman of the Board, contract, may elect Janus Capital Corporation majority of the subadviser's directors (subject to approval of Stilwell Financial, Inc.) 6. Goldman Sachs Asset Management Goldman, Sachs & The subadviser is a Publicly traded investment (Small/Mid Cap CORE, Large Cap Co. unit of the Investment banking and financial services Value CORE, Large Cap Value Management Division of company CORE II and International Goldman, Sachs & Co. Equity Funds) 7. T. Rowe Price International, T. Rowe Indirectly owns 100% Publicly traded financial Inc. (International PriceGroup, Inc. of the subadviser services holding company Opportunities Fund) 8. Morgan Stanley Dean Witter Morgan Stanley Directly owns 100% of Publicly traded financial Investment Management Inc. Dean Witter & Co. voting stock services company (Emerging Markets Equity and Real Estate Equity Funds) 9. Mellon Bond Associates, LLP Mellon Financial Directly owns 100% of Bank holding company (Bond Index Fund) Corporation the subadviser 10. Wellington Management Company, Laurie A. Gabriel; Managing Partners Investment management LLP (High Yield Bond, Small/Mid Duncan M. Cap Growth, Large/Mid Cap McFarland; Value, Large/Mid Cap Value II John R. Ryan and Money Market Funds) 11. Alliance Capital Management, AXA Financial, AXA and its Life insurance and other LLP (Large Cap Aggressive Inc. ("AXA") subsidiaries owned financial services Growth) (as of 10/2/00) 55.38% partnership interest in the subadviser 38 12. Capital Guardian Trust Company The Capital Group The subadviser is an Financial services holding (Managed, Small Cap Equity, Companies, Inc. indirect wholly owned company Global Balanced and Global Bond ("CGCI") subsidiary of CGCI Funds) 13. Putnam Investment Management, Marsh & McLennan The subadviser is an Publicly owned holding company LLC Companies, Inc indirect wholly owned whose principal businesses are (Growth & Income, Fundamental (Marsh") subsidiary of Marsh international insurance and Growth and Health Sciences reinsurance brokerage, Funds) employment benefit counseling and investment management Set forth below are the sub-advisory fees that John Hancock pays the subadvisers for each Fund. THE BELOW FEES ARE PAID BY JOHN HANCOCK AND NOT BY THE FUNDS. SUBADVISORY FEES PAYABLE BY JOHN HANCOCK, FUND AS A PERCENTAGE OF EACH FUND'S AVERAGE DAILY NET ASSETS - ------------------------- --------------------------------------------------------------------------------------- Managed Assets managed by Independence Investment Associates, Inc. : .30% of first $500 million; .2625% of next $500 million; and .2250% above $1 billion Assets managed by Capital Guardian Trust Company : .50% of first $150 million; .45% of next $150 million; .30% of next $200 million; and .25% above $500 million Large Cap Growth, .30% of first $500 million; .2625% of next $500 million; and .225% above $1 billion Growth & Income Assets managed by Independence Investment Associates, Inc. : .1875% Assets managed by Putnam Investment Management, Inc. : .50% of first $150 million; .45% of next $150 million; and .35% above $300 million Active Bond .25% of first $100 million; .20% of next $150 million; .16% of next $250 million; .125% of next $500 million; and .10% above $1 billion Active Bond II .25% of first $100 million; .20% of next $150 million; .16% of next $250 million; .125% of next $500 million; and .10% above $1 billion Real Estate Equity Assets managed by Independence Investment Associates, Inc. : .30% of first $300 million; .25% of next $500 million; and .20% above $800 million Assets managed by Morgan Stanley Dean Witter Investment Management Inc.: .70% of first $50 million; .60% of next $50 million; .50% of next $100 million; and .40% above $200 million Health Sciences .55% of first $250 million; and .50% above $250 million Short-Term Bond .19% of first $250 million; .17% of next $250 million; and .15% above $500 million Aggressive Balanced .325% of first $250 million; .275% of next $250 million; and .25% above $500 million Mid Cap Blend .40% of first $250 million; .35% of next $250 million; and .30% above $500 million 39 SUBADVISORY FEES PAYABLE BY JOHN HANCOCK, FUND--CONTINUED AS A PERCENTAGE OF EACH FUND'S AVERAGE DAILY NET ASSETS--CONTINUED - ------------------------- --------------------------------------------------------------------------------------- Small Cap Growth .50% Equity Index .07% of first $75 million; .06% of next $50 million; .05% of next $275 million; and .03% above $400 million Large Cap Value .40% Mid Cap Growth .60% of first $100 million; .55% of the next $400 million; and .45% above $500 million Small/Mid Cap .60% of first $50 million; and .50% above $50 million CORE Large Cap Value .40% of first $50 million; .30% of next $150 million; and .25% above $200 million CORE Large Cap Value .40% of first $50 million; .30% of next $150 million; and .25% above $200 million CORE II International Equity .60% of first $50 million; .55% of next $150 million; and .50% above $200 million Small Cap Equity .65% of first $150 million; .50% of next $150 million;.40% of next $200 million; and .35% above $500 million Small Cap Value .60% Global Balanced .65% of first $150 million; .55% of next $150 million; .40 of next $200 million; and .35% above $500 million International Equity .125% of first $100 million; .10% of next $100 million; and .06% above $200 million Index International .75% of first $20 million; .60% of next $30 million; .50% of next $150 million; and Opportunities .50% of all assets if the Fund reaches $200 million of net assets Emerging Markets 1.10% of first $10 million; .90% of next $140 million; and .80% above $150 million. Equity Bond Index .08% of first $100 million; .06% of next $150 million; and .04% above $250 million Global Bond .40% of first $150 million; .35% of next $150 million; .30% of next $200 million; and .25% above $500 million High Yield Bond .50% of first $100 million; .45% of next $100 million; and .35% above $200 million. Small/Mid Cap .55% of first $100 million; .45% of next $100 million; and .40% above $200 million Growth Large/Mid Cap .60% of first $25 million; .50% of next $25 million; .40% of next $50 million; and Value .30% above $100 million 40 SUBADVISORY FEES PAYABLE BY JOHN HANCOCK, FUND--CONTINUED AS A PERCENTAGE OF EACH FUND'S AVERAGE DAILY NET ASSETS--CONTINUED - ------------------------- --------------------------------------------------------------------------------------- Large/Mid Cap .60% of first $25 million; .50% of next $25 million; .40% of next $50 million; and Value II .30% above $100 million Large Cap .75% of first $10 million; .625% of next $10 million; and .50% above $20 million Aggressive Growth Fundamental Growth .50% of first $250 million; and .45% above $250 million Money Market .09% of first $250 million; .05% of next $500 million; and .02% above $750 million 41 Dollar Amounts of Advisory Fees, Subadvisory Fees, and Expense Reimbursements Set out below are the dollar amounts of advisory fees that the Trust paid to John Hancock and the subadvisory fees that John Hancock paid to subadvisers for the past three years: FUND INVESTMENT ADVISER SUBADVISERS* - ---- ------------------------------------ -------------------------------------- 2000 1999 1998 2000 1999 1998 ---- ---- ---- ---- ---- ---- Aggressive Balanced....... $ 103,557 23,956 -- $ 50,277 11,118 -- Managed................... 12,069,024 10,789,553 9,825,708 7,988,141 8,001,416 7,369,096 Growth & Income........... 12,188,384 9,806,770 7,959,851 7,674,810 7,269,220 5,970,179 Equity Index.............. 682,347 448,044 270,965 252,856 181,624 134,418 Large Cap Value........... 1,222,357 1,087,807 746,229 811,804 710,068 497,498 Large Cap Value CORE...... 81,748 13,622 -- 43,874 6,990 -- Large Cap Value CORE II... 22,112 11,056 Large Cap Growth.......... 4,955,653 4,378,106 3,445,963 3,756,913 3,250,179 2,584,378 Large Cap Aggressive Growth................. 214,471 38,421 -- 156,294 27,498 -- Large/Mid Cap Value....... 87,948 16,857 -- 55,933 10,259 -- Large/Mid Cap Value II.... 829,660 735,223 708,164 522,783 469,451 486,843 Mid Cap Growth............ 4,303,524 1,646,277 506,917 3,001,588 1,119,977 357,811 Real Estate Equity........ 946,388 835,184 1,071,226 473,629 413,496 535,611 Small/Mid Cap Growth...... 1,382,046 1,360,053 1,490,558 939,041 902,527 993,730 Fundamental Growth........ 249,227 17,491 -- 144,847 9,805 -- Mid Cap Blend............. 83,854 13,034 -- 44,970 6,703 -- Small/Mid Cap CORE........ 131.301 47,616 24,490 99,006 35,177 18,367 Small Cap Equity.......... 602,274 512,633 444,992 409,844 348,363 305,920 Small Cap Value........... 126,890 15,837 -- 87,204 10,454 -- Small Cap Growth.......... 1,965,285 732,594 420,449 1.319,650 478,916 280,306 Global Balanced........... 261,293 253,044 235,511 149,889 147,136 138,538 International Equity Index 354,066 313,649 503,992 240,625 210,822 339,357 International Equity...... 139,438 35,992 -- 84,469 20,788 -- International Opportunities.......... 819,520 582,128 440,905 589,537 409,561 821,925 Emerging Markets 408,779 Equity................. 523,867 182,265 67,915 145,114 57,466 Short-Term Bond........... 220,826 216,170 192,680 114,279 135,464 122,022 Bond Index................ 72,662 48,433 26,490 39,093 25,498 14,128 Active Bond............... 2,573,480 2,214,912 2,127,466 1,534,969 1,643,765 1,595,666 Active Bond II............ 18,261 7,826 Global Bond............... 467,803 488,070 328,177 290,135 306,570 211,575 High Yield Bond........... 159,282 111,177 49,428 123,619 84,425 38,023 Money Market.............. 1,038,533 965,427 748,405 1,038,533 953,183 -- * Paying these fees to the sub-advisers is solely the responsibility of John Hancock and not the Trust. 42 Under the investment advisory agreements, for any fiscal year in which the normal operating costs and expenses of any Fund, exclusive of the investment advisory fee, interest, brokerage commissions, taxes and extraordinary expenses outside the control of John Hancock exceed 0.10% (.25% prior to April 23, 1999) of that Fund's average daily net assets, John Hancock will reimburse that Fund in an amount equal to such excess. These reimbursements have been as follows for the past three years (rounded to the nearest $1,000 for 1998): FUND 2000 1999 1998 - ---- ---- ---- ---- Aggressive Balanced................. $ 17,933 $ 6,609 $ -- Equity Index........................ -- 275,336 543,000 Large Cap Value..................... -- -- -- Large Cap Value CORE................ 26,638 5,824 -- Large Cap Aggressive Growth......... 11,479 3,504 -- Large/Mid Cap Value................. 28,895 6,512 -- Mid Cap Growth...................... -- -- 15,000 Small/Mid Cap Growth................ -- 1,790 -- Small Cap Equity.................... 23,198 6,224 17,000 Small Cap Value..................... 32,214 9,254 -- Small Cap Growth.................... -- 27,000 Global Balanced..................... 85,676 91,146 199,000 International Equity Index.......... 195,833 21,900 124,000 International Equity................ 92,396 21,901 -- International Opportunities......... 154,310 92,017 145,000 Global Bond......................... 63,735 1,445 31,000 Fundamental Growth.................. 10,455 2,888 -- Mid Cap Blend....................... 21,030 6,011 -- Small/Mid Cap CORE.................. 53,769 77,179 107,000 Emerging Markets Equity............. 499,569 294,354 111,000 Bond Index.......................... 11,335 17,185 56,000 High Yield Bond..................... 29,620 42,314 85,000 Active Bond......................... 201,827 -- -- 43 ARRANGEMENTS WITH OTHER SERVICE PROVIDERS TO THE TRUST UNDERWRITING AND INDEMNITY AGREEMENT Pursuant to an Underwriting and Indemnity Agreement, Signator Investors, Inc. ("Signator") serves as the Trust's principal underwriter, and John Hancock provides certain indemnities to the Trust and its Trustees. Neither Signator nor John Hancock receives any additional compensation from the Trust for the services and indemnities they provide pursuant to the Underwriting and Indemnity Agreement. The offering of the Trust's shares through Signator is a continuous offering on a "best efforts" basis. Signator is a wholly-owned subsidiary of John Hancock and is located at 197 Clarendon Street, Boston, MA 02117. CUSTODY OF THE TRUST'S ASSETS State Street Bank and Trust Company ("State Street Bank") is the primary custodian of the assets of all Funds. State Street Bank's principal business address is 225 Franklin Street, Boston MA 02110. The primary custodian's duties include safeguarding and controlling the Trust's cash and investments, handling the receipt and delivery of securities, and collecting interest and dividends on the Trust's investments. Fund securities purchased in the United States are maintained in the custody of State Street Bank, although such securities may be deposited in the book-entry system of the Federal Reserve System, with Depository Trust Company, or with other qualified domestic book-entry systems or depositories. Also, pursuant to its agreement with the Trust, State Street Bank provides certain accounting and recordkeeping services to the Trust and generally values the Trust's assets by computing each Fund's net asset value each day. The Trust compensates State Street Bank for these functions through the payment of an annual custody asset fee of .01% of the total net assets of the Trust, allocated to each Fund based on the percentage of that Fund's total net assets to the total net assets of the Trust; miscellaneous transaction charges ranging from $7.00 to $25.00; global asset and transaction fees that vary by the country in which a Fund's assets are held or traded; a monthly accounting fee charge that is allocated to each Fund based on the percentage of that Fund's total net assets to the total net assets of the Trust; valuation and monthly quote charge; special service fees for activities of a non-recurring nature; and reimbursement of specified out-of-pocket expenses. Foreign securities are generally held through subcustodian banks and depositories around the world with whom State Street Bank has relationships. In some cases, Funds whose securities are held in this manner may be exposed to greater risks of loss. This is because the soundness of such foreign entities, as well as foreign regulatory practices and procedures, may provide less protection to security holders than is available in the U.S. In certain circumstances, brokers may have access to assets that a Fund posts as "margin" in connection with futures and options transactions. In the event of a broker's insolvency or bankruptcy, a Fund could experience a delay or incur costs in recovering such assets or might recover less than the full amount due. Also the value of such assets could decline by the time the Trust could effect such recovery. If on any day a Fund experiences net realized or unrealized gains with respect to financial futures contracts held through a given broker, it will be entitled immediately to receive from the broker the net amount of such gains. The Trust will request payment of such amounts promptly after notification by the broker that such amounts are due. Thereupon, these assets will be deposited in the Trust's general or segregated account with its primary custodian, as appropriate. SUBADMINISTRATION AGREEMENT WITH STATE STREET BANK Pursuant to a subadministration agreement, with the Trust, State Street Bank also provides assistance to John Hancock and the subadvisers in computing total return information for the Trust and in monitoring each Fund's compliance with the Fund's investment objectives and restrictions, as well as compliance with certain other applicable legal requirements, . The Trust compensates State Street Bank for these services through payment of an annual fee that accrues daily and is billed monthly in arrears. The annual fee is based on the average net assets of the Trust and is 0.012% of the first $1 billion of average net assets, 0.0075% of the next $1 of average net assets, 44 and 0.0025% of average net assets after that. Each Fund is allocated the greater of a minimum monthly Fund fee or the basis point annual fee, based on the pro- rata total net asset value of that Fund. The minimum monthly Fund fee is phased- in for new Funds at the rate of 1/12 in month one, 2/12th in month two, increasing incrementally per month until the full monthly minimum is in effect in month 12 ($1,333). INDEPENDENT AUDITORS Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts, are the independent auditors of the Trust. Ernst & Young audits the financial statements of the Trust, prepares the Trust's tax returns, and renders other advice to the Trust concerning accounting and tax matters. Ernst & Young also meets periodically with the Trust's Board and with the Audit Committee of the Board to discuss matters within the scope of Ernst & Young's activities with respect to the Trust. PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION The Funds pay brokers' commissions, transfer taxes, and other fees relating to their specific portfolio transactions. (Investments in debt securities are, however, generally traded on a "net" basis through issuers or dealers acting for their own account as principals and not as brokers. Therefore, no brokerage commissions are payable on most such transactions, although the price to the Trust usually reflects a dealer "spread" or "mark-up.") AMOUNTS OF BROKERAGE PAID Brokerage commissions paid by the Funds were as follows for the past three years: FUND 2000 1999 1998 - ---- ---- ---- ---- Aggressive Balanced............. $ 12,367 $ 4,424 $ -- Managed......................... 2,752,720 2,385,643 1,843,929 Growth & Income................. 5,189,868 4,741,953 2,673,170 Equity Index.................... 64,982 61,865 33,797 Large Cap Value................. 155,165 110,393 63,944 Large Cap Value CORE............ 13,236 3,240 -- Large Cap Value CORE II......... 5,471 -- -- Large Cap Growth................ 1,695,781 1,389,454 815,587 Large Cap Aggressive Growth..... 33,476 11,885 -- Large/Mid Cap Value............. 19,805 6,876 -- Large/Mid Cap Value II.......... 703,137 383,634 495,154 Mid Cap Growth.................. 486,217 245,913 146,033 Real Estate Equity.............. 341,413 122,021 177,186 Fundamental Growth.............. 40,554 3,082 -- Mid Cap Blend................... 27,104 5,586 -- Small/Mid Cap CORE.............. 29,151 12,371 7,225 Small/Mid Cap Growth............ 214,360 621,068 893,945 Small Cap Equity................ 325,733 284,381 176,549 Small Cap Value................. 142,364 21,848 -- Small Cap Growth................ 236,981 146,206 103,248 Global Balanced................. 76,975 47,678 51,205 International Equity Index...... 87,614 133,746 730,529 International Equity............ 36,616 16,561 -- International Opportunities..... 277,851 74,940 117,083 Emerging Markets Equity......... 235,636 189,025 10,018 Bond Index...................... 1,770 598 -- Global Bond..................... 5,910 -- -- High Yield Bond................. -- 200 -- 45 HOW BROKERS AND DEALERS ARE SELECTED Orders for the purchase and sale of Fund portfolio investments are placed by the respective subadvisers to the Funds. All of these subadvisers place orders in such manner as, in their opinion, will offer the best overall price and execution of each transaction. In seeking the best price and execution for equity securities traded only in the over-the-counter market, they normally deal directly with the principal market-makers. It is not the practice of sub- advisers to seek the lowest available commission if, in their reasonable judgement, there is a material risk that the total cost or proceeds from the transaction might be less favorable than what may be obtainable elsewhere. The subadvisers are governed in the selection of brokers and dealers and the negotiation of brokerage commission rates (or the payment of net prices in the case of debt securities) by the reliability and quality of the broker's or dealer's services. Although some weight is given to the availability and value of research and statistical assistance (discussed immediately below) furnished by the broker or dealer to the subadviser, it is not always possible to place a dollar value on such information and services. Because it is only supplementary to the subadvisers' own research efforts, the receipt of research information and statistical assistance is not expected to reduce their expenses measurably. RESEARCH AND STATISTICAL SERVICES FURNISHED BY BROKERS AND DEALERS Research and statistical assistance typically furnished by brokers or dealers includes, but is not limited to, analysts' reports on companies and industries, market forecasts, and economic analyses. Brokers or dealers may also provide reports on pertinent federal and state legislative developments and changes in accounting practices; direct access by telephone or meetings with leading research analysts throughout the financial community, corporate management personnel, industry experts, leading economists and government officials; comparative performance and evaluation and technical performance measurement services; portfolio optimization software; economic advice; quotation services; and services from recognized experts on investment matters of particular interest to the subadviser. In addition, the foregoing services may comprise the use of or be delivered by computer systems whose software and hardware components may be provided to the subadviser as part of the services. In any case in which the foregoing systems can be used for both research and non-research purposes, the subadviser will make an appropriate allocation of those uses and will pay for any non-research portion of the systems with its own funds. Research and statistical services furnished by brokers and dealers handling the Funds' transactions may be used by the subadvisers for the benefit of all of the accounts managed by them, and not all of such research and statistical services may be used by the subadvisers in connection with the Funds. RELATIONSHIP BETWEEN BROKERAGE COMMISSIONS AND RESEARCH AND STATISTICAL SERVICES FURNISHED BY BROKERS AND DEALERS The subadvisers or the Funds will not at any time make a commitment pursuant to an agreement with a broker because of research services provided. Nor, except as set forth below, will John Hancock or the subadvisers direct brokerage upon any prescribed basis to a broker because of research services provided. The subadviser for the Mid Cap Growth Fund may have an internal procedure for allocating transactions, in a manner consistent with its execution policy, to brokers that it has identified as providing superior executions, research, or research related products or services which benefit its advisory clients, including the Fund. Evaluations of the overall reasonableness of any broker's commissions are made by the subadvisers' traders for the Funds on the basis of their experience and judgment. To the extent permitted by Section 28(e) of the Securities Exchange Act of 1934, such traders are authorized to pay a brokerage commission on a particular transaction in excess of what another broker might have charged in recognition of the value of the broker's brokerage and research services 46 BROKERAGE TRANSACTIONS IN FOREIGN MARKETS Brokerage transactions in securities of companies domiciled in countries other than the United States are anticipated to be normally conducted on the stock exchanges or other markets of those countries in which the particular security is traded. Fixed commissions on foreign stock exchange transactions are generally higher than negotiated commissions available in the United States. Moreover, there is generally less government supervision and regulation of foreign stock exchanges and broker-dealers than in the United States. Settlement periods in non-U.S. markets may differ from the normal settlement period in the United States. SIMULTANEOUS TRANSACTIONS WITH OTHER ACCOUNTS The subadvisers also perform investment advisory services for a number of other accounts and clients, none of which is given preference over the Trust in allocating investment opportunities. When opportunities occur which are consistent with the investment objective of more than one account, it is the policy of each subadviser to avoid favoring any one account over another. Accordingly, investment opportunities in such cases are allocated in a manner deemed equitable by the subadvisers to the particular accounts involved. The allocation may be based, for example, on such factors as the accounts' respective investment objectives and then current investment and cash positions. Subject to these requirements, Trust orders may be combined with orders of other accounts or clients advised by any of the subadvisers at prices which are approximately averaged. USE OF BROKERS WHO ARE AFFILIATED WITH A SUBADVISER A Fund may place portfolio transactions through certain brokers who are affiliated with the Fund's subadviser. The Trust has implemented special procedures governing the circumstances of these transactions. In addition to complying with any applicable provisions of the Trust's procedures, these transactions must comply with all applicable legal requirements, including, where applicable, Rule 17e-1 under the Investment Company Act. Among other things, that rule requires the commissions or other compensation paid to the affiliated broker to be reasonable and fair compared to those in similar transactions between unrelated parties. 47 Set forth below is information about transactions by each Fund with affiliated brokers in reliance on Rule 17e-1 for each of the past three years: AMOUNT OF COMMISSIONS NAME NATURE OF BROKER'S PAID BY FUND OF AFFILIATION WITH ---------------------------------------- FUND AFFILIATED BROKER FUND'S SUB-ADVISER 2000 1999 1998 - -------------------------- --------------------- --------------------------- ---- ---- ---- International Ord Minnett Group Wholly-owned subsidiary of $ 0 $ 34 $ 263 Opportunities Ltd. sub-adviser's parent International Jardine Fleming & Co. Wholly-owned subsidiary of $ 518 $ 710 $ 311 Opportunities sub-adviser's parent International Robert Fleming Wholly-owned subsidiary of $ 527 $ 1,166 $ 1,018 Opportunities Securities, Ltd. sub-adviser's parent International Jardine Fleming & Co. Wholly-owned subsidiary of $4,485 $ 0 $ 0 Opportunities II sub-adviser's parent International Robert Fleming Wholly-owned subsidiary of $ 77 $ 0 $ 0 Opportunities II Securities, Ltd sub-adviser's parent Large/Mid Cap Value II Neuberger Berman, Dual operating division of $ 890 $80,598 $366,985 LLC * sub-adviser's parent Large Cap Value CORE Goldman, Sachs & Co. Dual operating division of $ 0 $ 96 $ 0 sub-adviser's parent Large Cap Value Neuberger Berman Affiliated broker of Trust $ 190 $ 0 $ 0 LLC * affiliated sub-adviser Small/Mid Cap CORE Goldman, Sachs & Co. Dual operating division of $ 753 $ 120 $ 0 parent of sub-adviser International Equity Goldman, Sachs & Co. Dual operating division of $ 128 $ 0 $ 0 parent of sub-adviser Emerging Markets Equity Morgan Stanley Asia Wholly-owned subsidiary of $1,785 $ 2,779 $ 0 Limited sub-adviser's parent Emerging Markets Equity Morgan Stanley Wholly-owned subsidiary of $ 880 $ 3,276 $ 0 International Limited sub-adviser's parent * Neuberger Berman, LLC is an affiliate of Neuberger & Berman, LLC, which is no longer the sub-adviser of the Large/Mid Cap Value II Fund. For 2000, the total dollar amount of such transactions through affiliated brokers as a percentage of all brokerage-type transactions was 5.13% for the International Opportunities Fund, 4.89% for the International Opportunities II Fund, 3.89% for the Large/Mid Cap Value II Fund, 0.82% for the Large Cap Value Fund, 1.84% for the International Equity Fund, 2.26% for the Small/Mid Cap CORE Fund, and 1.82% of the Emerging Markets Equity Fund. For 2000, the total brokerage commissions on such transactions through affiliated brokers, as a percentage of commissions paid on all brokerage-type transactions was 0.57% for the International Opportunities Fund, 4.88 for the International Opportunities II Fund, 0.13% for the Large/Mid Cap Value II Fund, 0.12% for the Large Cap Value Fund, 2.64% for the Small/Mid Cap CORE Fund, 0.38% for the International Equity Fund, and 1.13% for the Emerging Markets Equity Fund. 48 CODES OF ETHICS Employees of John Hancock Life Insurance Company, the Trust, and the sub- advisers to the Trust and officers and Trustees of the Trust are subject to restrictions on engaging in personal securities transactions. These restrictions are set forth in the John Hancock Insider Information Policy and Procedures, the Variable Series Trust Code of Ethics, and the Codes of Ethics of the sub- advisers to the various funds of the Trust ("Sub-Advisers' Codes of Ethics"), (combined, "Codes"). The Codes, in accordance with rule 17j-1 of the Investment Company Act of 1940, as amended, contain provisions and requirements designed to identify and address certain conflicts of interest between personal investment activities of employees of the adviser and sub-advisers to the funds and the interests of the funds. These Codes do not prohibit personnel from investing in securities that may be purchased or held by the funds within the Trust. However, the Codes, consistent with standards recommended by the Investment Company Institute's Advisory Group on Personal Investing and requirements established by rule 17j-1, among other things, prohibit personal securities investments without pre-clearance for certain employees, impose time periods during which personal transactions may not be made in certain securities by employees with access to investment information, and require the timely submission of broker confirmations and quarterly reporting of personal securities transactions. Additional restrictions apply to portfolio managers, traders, research analysts and others involved in the investment advisory process. The Variable Series Trust Code of Ethics incorporates and applies its restrictions to officers and Trustees of the Trust who are affiliated with John Hancock Life Insurance Company. The Variable Series Trust Code of Ethics does not prohibit unaffiliated officers and Trustees from investing in securities that may be held by the Trust; however, the Variable Series Trust Code of Ethics regulates the personal securities transactions of unaffiliated Trustees of the Trust, including limiting the time periods during which they may personally buy and sell certain securities about which they may receive information. The Trust's Trustees, in compliance with rule 17j-1, approve the Variable Series Trust's Codes of Ethics and the Sub-Advisers' Codes of Ethics and are required to approve any material changes to the Variable Series Trust Code of Ethics as well as to the Sub- Advisers' Codes of Ethics. The Trustees also provide continuing oversight of personal investment policies and annually evaluate the implementation and effectiveness of the Codes. The Codes are on public file with, and are available from, the Securities and Exchange Commission. FEATURES OF THE TRUST'S SHARES The shares of beneficial interest of the Trust currently are divided into 33 series, each corresponding to one of the Trust's 33 Funds. The Trust has the right to establish additional series and issue additional shares without the consent of its shareholders. If the holders of variable annuity contracts and variable life insurance policies show minimal interest in any Fund, the Trust's Board of Trustees, by majority vote, may eliminate the Fund or substitute shares of another investment company. Any such action by the Board would be subject to compliance with any requirements for governmental approvals or exemptions or for shareholder approval. The holders of variable annuity contracts and variable life insurance policies participating in any such Fund will be notified in writing of the Trust's intention to eliminate the Fund and given 30 days to transfer amounts from such Fund to other Funds without incurring any transaction fee. Amounts not transferred or withdrawn would automatically be transferred, at the discretion of the Fund's management. The assets received by the Trust for the issuance or sale of shares of each Fund and all income, earnings, profits, and proceeds thereof are specifically allocated to that Fund. They constitute the underlying assets of each Fund, are segregated on the books of the Trust, and are to be charged with the expenses of such Fund. Any assets which are not clearly allocable to a particular Fund or Funds are allocated in a manner determined by the Board of Trustees. Accrued liabilities which are not clearly allocable to one or more Funds would generally be allocated among the Funds in proportion to their relative net assets before adjustment for such unallocated liabilities. Each issued and outstanding share in a Fund is entitled to participate equally in dividends and distributions declared with respect to such Fund and in the net assets of such Fund upon liquidation or dissolution remaining after satisfaction of outstanding liabilities. 49 A dividend from the net investment income of the Money Market Fund will be declared and distributed daily. Dividends from net investment income of the other Funds will be declared and distributed monthly. The Trust will distribute all of its net realized capital gains annually. Dividends and capital gains distributions will normally be reinvested in additional full or fractional shares of the Fund to which they relate and will be appropriately credited to investment performance under the variable life insurance policies and variable annuity contracts participating in that Fund. The shares of each Fund, when issued, will be fully paid and non- assessable, and will have no preference, preemptive, exchange or similar rights. Shares do not have cumulative voting rights. SHAREHOLDER MEETINGS AND VOTING RIGHTS Under the Trust's Declaration of Trust, the Trust is not required to hold an annual shareholders' meeting. Normally, for example, there will be no shareholders meetings for the purpose of electing Trustees. In addition, it is expected that the Trustees generally will elect their own successors and appoint Trustees to fill any vacancy, so long as, after filling the vacancy, at least two-thirds of the Trustees then in office have been elected by the shareholders. Notwithstanding the above if at any time less than a majority of Trustees in office have been elected by the shareholders, the Trustees must call a special shareholders' meeting promptly. Also the Trustees will promptly call a meeting of shareholders for the purpose of voting upon the question of removal of any Trustee or all of the Trustees, if requested in writing to do so by holders of 10% or more of the outstanding shares. In this regard, whenever ten or more shareholders who have been such for at least six months and who hold in the aggregate either shares having a net asset value of at least $25,000 or at least 1% of the outstanding shares, whichever is less, apply to the Trustees in writing stating that they wish to communicate with other shareholders with a view to obtaining signatures to a request for a shareholders' meeting, for consideration of the removal of any or all of the Trustees and accompanied by the material which they wish to transmit, the Trustees will within five business days after receipt either afford to such applicants access to the Trust's shareholder list or inform such applicants as to the approximate number of shareholders of record, and the approximate cost of mailing the material. If the Trustees elect the latter, the Trustees, upon written request of such applicants, accompanied by the material to be mailed and the reasonable expenses of mailing, shall promptly mail such material to all shareholders of record, unless within five business days the Trustees shall mail to such applicants and file with the SEC, together with a copy of the material to be mailed, a written statement signed by at least a majority of the Trustees to the effect that, in their opinion, either such material is misleading or in violation of applicable law and specifying the basis of such opinion. At any shareholders' meeting, all shares of the Trust of whatever class are entitled to one vote, and the votes of all classes are cast on an aggregate basis, except on matters where the interests of the Funds differ. Where the interests of the Funds differ, the voting is on a Fund-by-Fund basis. Approval or disapproval by the shareholders in one Fund on such a matter would not generally be a prerequisite of approval or disapproval by shareholders in another Fund; and shareholders in a Fund not affected by a matter generally would not be entitled to vote on that matter. Examples of matters which would require a Fund-by-Fund vote are changes in the fundamental investment policy of a particular Fund and approval of investment management or sub-investment management agreements. 50 SALES AND REDEMPTIONS OF FUND SHARES "SEED MONEY" SHARES Typically, when a new Fund is added to the Trust, John Hancock (or one of its affiliates) initially purchases a substantial amount of that Fund's shares to provide the new fund with a reasonable asset base with which to commence operations. For example, the most recent such contributions of "seed money" have been as follows: "SEED MONEY" DATE HARES PURCHASED BY OF FUND JOHN HANCOCK PURCHASE - ---- ------------ ------- Aggressive Balanced $10,000,000 8/31/99 Equity Index 15,000,000 5/1/98 Large Cap Value CORE 5,000,000 8/31/99 Large Cap Value CORE II 5,000,000 6/30/00 Large Cap Aggressive Growth 10,000,000 8/31/99 Large/Mid Cap Value 5,000,000 8/31/99 Fundamental Growth 5,000,000 8/31/99 Mid Cap Blend 5,000,000 8/31/99 Small/Mid Cap CORE 5,000,000 5/1/98 Small Cap Value 5,000,000 8/31/99 Health Sciences 20,000,000 5/1/01 International Opportunities 15,000,000 5/1/98 Global Balanced 20,000,000 5/1/96 International Equity 10,000,000 8/31/99 Emerging Markets Equity 10,000,000 5/1/98 Bond Index 25,000,000 5/1/98 High Yield Bond 10,000,000 5/1/98 Active Bond II 5,000,000 6/30/00 John Hancock (or its affiliate) may redeem these shares (and thus withdraw its seed money investment) at some time. However, before withdrawing any part of their interests in any Fund, John Hancock (or its affiliate) will consider any possible adverse impact the withdrawal might have on that Fund. Purchases and redemptions of seed money shares are made at the applicable Fund's net asset value per share (with no additions or deductions for charges) next computed after the purchase or redemption order is placed. SHARES SOLD AND REDEEMED IN CONNECTION WITH TRANSACTIONS UNDER VARIABLE ANNUITY CONTRACTS AND VARIABLE LIFE INSURANCE POLICIES Fund shares are sold at their net asset value as next determined after receipt of net premiums by the Separate Account, without the addition of any selling commission or sales load. Shares are redeemed at their net asset value as next determined after receipt of net surrender requests by the Separate Account. No fee is charged on redemption. Redemption payments will usually be paid within seven days after receipt of the redemption request, except that the right of redemption may be suspended or payments postponed whenever permitted by applicable law and regulations. Redemptions are normally made in cash, but the Trust reserves the right, at its discretion, to make full or partial payment by assignment to the appropriate Separate Account of portfolio securities at their value used in determining the redemption price. In such cases, the Separate Account would incur brokerage costs should it wish to liquidate these portfolio securities. Trust shares are also sold and redeemed as a result of transfer requests, loans, loan repayments, and similar Separate Account transactions, in each case without any sales load or commission or at the net asset value per share computed for the day as of which such Separate Account transactions are effected. 51 COMPUTING THE FUNDS' NET ASSET VALUE The net asset value per share of each Fund is determined once daily, after the declaration of dividends, if any, as of 4:00 p.m., New York City time, on each business day the New York Stock Exchange ("Exchange") is open for regular trading. For this purpose, however, certain derivative instruments may be valued using prices as late as 4:15 p.m. The net asset value per share of each Fund is determined by adding the value of all portfolio securities and other assets, deducting all portfolio liabilities, and dividing by the number of outstanding shares. All Trust expenses will be accrued daily for this purpose. Short-term investments with a remaining maturity of 60 days or less, and all investments of the Money Market Fund, are valued at "amortized cost," which approximates market value. This involves valuing a security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates. While this method provides certainty in valuation, it may result in periods during which the value of an instrument, as determined by amortized cost, is higher or lower than the price the Fund would receive upon the sale of the instrument. The Board of Trustees has established procedures designed to stabilize the Money Market Fund's price per share, as computed for the purpose of sales and redemptions, at $1. There can be no assurance, however, that the Fund will at all times be able to maintain a constant $1 net asset value per share. Such procedures include review of the Fund's holdings at such intervals as is deemed appropriate to determine whether the Fund's net asset value, calculated by using available market quotations, deviates from $1 per share and, if so, whether such deviation may result in material dilution, or is otherwise unfair to existing shareholders. In the event that it is determined that such a deviation exists, the Board of Trustees will take such corrective action as it regards as necessary and appropriate. Such action may cause losses or gains to be recorded for the Fund, including decreases or increases in the Fund's net asset value per share. Securities and covered call and put options that are listed on a stock exchange are normally valued at the closing sales price. If there were no sales during the day, they are normally valued at the last previous sale or bid price reported, as are equity securities that are traded in the over-the-counter market. Non-exchange traded debt securities (other than certain short-term investments) are valued on the basis of valuations furnished by a pricing service which uses electronic data processing techniques, without exclusive reliance upon quoted prices. Any other security for which market quotations are not readily available, and any other property for which valuation is not otherwise available, is valued at fair value as determined in good faith by, or under the direction of, the Board of Trustees. Financial futures contracts, options thereon and options on stock indexes are valued at the last trade price of the day. In the absence of a trade on a given day, the value generally is used which is established by the exchange on which the instrument is traded. Trading in securities on European and Far Eastern securities exchanges and over-the-counter markets is normally completed at various times before the close of business on each day on which the New York Stock Exchange is open. The values of such securities used in computing net asset value per share are normally determined as of such times. Trading of these securities may not take place on every New York Stock Exchange business day and may take place on days which are not business days in New York. The Trust calculates net asset value per share as of the close of regular trading on the New York Stock Exchange on each day on which that exchange is open. Therefore, such calculation does not take place contemporaneously with the determination of the prices of many of the Funds' securities used in such calculation. If events affecting the value of such securities occur between the time when their price is determined and the time as of which the Fund's net asset value is calculated, such securities may be valued at fair value by or under the direction of the Board of Trustees. 52 TAXES The Trust intends that each Fund qualify as a regulated investment company under Subchapter M of the Internal Revenue Code ("Code"). This requires that each Fund comply with certain requirements as to the nature of its income and amounts of dividends and other distributions it pays. Also, in order to qualify under Subchapter M, at the end of each quarter of a Fund's taxable year, (i) at least 50% of the market value of the Fund's assets must be represented by cash and cash items, U.S. Government securities, securities of other regulated investment companies, and other securities, with such other securities limited, in respect of any one issuer, to an amount that does not exceed 10% of the voting securities of such issuer or 5% of the value of the Fund's total assets; and (ii) not more than 25% of the value of its assets may be invested in the securities (other than U.S. Government securities and securities of other RICs) of any one issuer or two or more issuers which the Fund controls and which are engaged in the same, similar or related trades or businesses. The Trust also intends that each Fund comply with certain other diversification requirements, promulgated under Section 817(h) of the Code. Under these requirements, no more than 55% of the total value of the assets of each Fund may be represented by any one investment, no more than 70% by any two investments, no more than 80% by three investments and no more than 90% by four investments. Generally, for these purposes, all securities of the same issuer are treated as one investment. In the context of U.S. Government securities (including any security that is issued, guaranteed or insured by the United States or an instrumentality of the United States), each U.S. Government agency or instrumentality is treated as a separate issuer. Assuming the Funds qualify as regulated investment companies under Subchapter M, they will not owe any income taxes. On the other hand, if a Fund fails to qualify under Subchapter M, it may incur income tax liabilities, which will negatively affect its investment performance. Also, qualification under Subchapter M, as well as compliance with the Section 817(h) diversification requirements, (among other things) are necessary to secure the tax treatment intended for holders of variable annuity contracts and variable life insurance policies that are supported by the Trust. Therefore, any such failure to qualify under Subchapter M or to meet the diversification standards under Section 817(h) could have serious adverse consequences for such investors. For a discussion of these and other tax implications of owning a variable annuity contract or a variable life insurance policy for which the Fund serves as the investment medium, please refer to the Prospectus for such contract or policy attached at the front of this Prospectus. Those Funds that invest substantial amounts of their assets in foreign securities may be able to make an election to pass through to the insurance company issuing the variable annuity contract or a variable life insurance policy any taxes withheld by foreign taxing jurisdictions on foreign source income. Such an election will result in additional taxable income and income tax to the insurance company. The amount of additional income tax, however, may be more than offset by credits for the foreign taxes withheld, which are also passed through. INFORMATION ABOUT FUND PERFORMANCE HOW MONEY MARKET FUND YIELDS ARE CALCULATED The Money Market Fund may advertise investment performance figures, including its current yield and its effective yield. The Money Market Fund's yield is its current investment income, expressed in annualized terms. The current yield is based on a specified seven-calendar- day period. It is computed by (1) determining the net change (exclusive of capital changes) in the value of a hypothetical pre-existing account having a balance of one share at the beginning of the period, (2) dividing the net change in account value by the value of the account at the beginning of the base period to get the base period return, then (3) multiplying the base period return by 52.15 (365 divided by 7). The resulting yield figure is carried to the nearest hundredth of one percent. 53 The calculations include the value of additional shares purchased with any dividends paid on the original share and the value of dividends declared on both the original share and any such additional shares. The capital changes excluded from the calculation are realized capital gains and losses from the sale of securities and unrealized appreciation and depreciation. Compound (effective) yield for the Fund will be computed by dividing the seven-day annualized yield (determined as above) by 365, adding 1 to the quotient, raising the sum to the 365th power, and subtracting 1 from the result. For the seven-day period ending December 31, 2000, the Money Market Fund's current yield was 6.38%; its effective yield was 6.58%. The Fund's yield will fluctuate depending upon market conditions, the type, quality, and maturity of the instruments in the Fund, and its expenses. CHARGES UNDER VARIABLE LIFE INSURANCE AND VARIABLE ANNUITY POLICIES Yield and total return quotations do not reflect any charges imposed on any Separate Account or otherwise imposed pursuant to the variable life insurance policies and variable annuity contracts that are supported by the Funds. (Those charges are discussed in the prospectus for such policies or contracts.) Therefore, the yield or total return of any Fund is not comparable to that of a publicly available fund. Nor should yield or total return quotations be considered representative of the Fund's yield or total return in any future period. LEGAL MATTERS The law firm of Foley & Lardner of Washington, D.C., advises the Trust on certain legal matters relating to the Federal securities laws. REPORTS TO CONTRACTHOLDERS Annual and semi-annual reports containing financial statements of the Trust, as well as any materials soliciting voting instructions for Trust shares, will be sent to variable life insurance and annuity contractowners having an interest in the Trust. 54 APPENDIX A - ---------- CORPORATE BOND RATINGS Moody's Investors Service, Inc., describes its ratings for corporate bonds as follows: . Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Interest payments are protected by a large or by an exceptionally stable margin, and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. . Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities, or fluctuation of protection elements may be of greater amplitude, or there may be other elements present which make the long term risks appear somewhat larger than in Aaa securities. . Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment some time in the future. . Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. . Bonds which are rated Ba have speculative elements and their future cannot be considered as well assured. The protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Bonds in this class are characterized by uncertainty of position. . Bonds which are rated B generally lack characteristics of a desirable investment; assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. . Bonds which are rated Caa are of poor standing. Issues may be in default or there may be present elements of danger with respect to principal or interest. . Bonds which are rated Ca are speculative in a high degree. They are often in default or have other marked shortcomings. . Bonds which are rated C are the lowest rated class of bonds. They can be regarded as having extremely poor prospects of ever attaining any real investment standing. Standard & Poor's Corporation describes its ratings for corporate bonds as follows: . AAA -- This is the highest rating assigned by Standard & Poor's to a debt obligation and indicates an extremely strong capacity to pay principal and interest. 55 . AA -- Bonds rated AA also qualify as high-quality obligations. Capacity to pay principal and interest is very strong, and in the majority of instances, they differ from AAA issues only in small degree. . A -- Bonds rated A have a strong capacity to pay principal and interest, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions. . BBB -- Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Whereas they normally exhibit protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay principal and interest for bonds in this category than for bonds in the A category. . BB, B, CCC, CC, C -- Bonds rated in these categories are regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. BB indicates the lowest degree of speculation and C the highest degree of speculation. While this debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. . C1 -- This rating is reserved for income bonds on which no interest is being paid. . D -- Bonds rated D are in default and payment of interest and/or repayment of principal is in arrears. 56 John Hancock Declaration Funds Supplement to the Prospectus Dated May 1, 2001 John Hancock V.A. Mid Cap Growth Fund - ------------------------------------- On page 10, the 6th paragraph in the "Goal and Strategy" section has been deleted and replaced as follows: The fund may not invest more than 5% of assets in any one security. The "Portfolio Managers" section has been changed as follows: PORTFOLIO MANAGERS Team responsible for day-to-day investment management John Hancock Declaration Funds Prospectus May 1, 2001 - -------------------------------------------------------------------------------- Equity V.A. Core Equity Fund V.A. 500 Index Fund V.A. Large Cap Growth Fund V.A. Mid Cap Growth Fund V.A. Relative Value Fund V.A. Small Cap Growth Fund V.A. Sovereign Investors Fund International V.A. International Fund Sector V.A. Financial Industries Fund V.A. Regional Bank Fund Income V.A. Bond Fund V.A. High Yield Bond Fund V.A. Money Market Fund V.A. Strategic Income Fund As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these funds or determined whether the information in this prospectus is adequate and accurate. Anyone who indicates otherwise is committing a federal crime. [LOGO](R) ------------------ JOHN HANCOCK FUNDS Contents - -------------------------------------------------------------------------------- General information about Overview 3 the Declaration funds. A fund-by-fund summary Equity of goals, strategies, risks, performance and financial V.A. Core Equity Fund 4 highlights. V.A. 500 Index Fund 6 V.A. Large Cap Growth Fund 8 V.A. Mid Cap Growth Fund 10 V.A. Relative Value Fund 12 V.A. Small Cap Growth Fund 14 V.A. Sovereign Investors Fund 16 International V.A. International Fund 18 Sector V.A. Financial Industries Fund 20 V.A. Regional Bank Fund 22 Income V.A. Bond Fund 24 V.A. High Yield Bond Fund 26 V.A. Money Market Fund 28 V.A. Strategic Income Fund 30 Transaction policies and Account information other information affecting your fund investment. Buying and selling fund shares 32 Valuing fund shares 32 Fund expenses 32 Dividends and taxes 32 Further information on the Fund details Declaration funds. Business structure 33 For more information back cover Overview - -------------------------------------------------------------------------------- JOHN HANCOCK DECLARATION FUNDS These funds offer investment choices for the variable annuity and variable life insurance contracts of certain insurance companies. You should read this prospectus together with the attached prospectus of the insurance product you are considering. RISKS OF MUTUAL FUNDS Mutual funds are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Because you could lose money by investing in these funds, be sure to read all risk disclosure carefully before investing. THE MANAGEMENT FIRM All John Hancock Declaration funds are managed by John Hancock Advisers, Inc. Founded in 1968, John Hancock Advisers is a wholly owned subsidiary of John Hancock Financial Services, Inc. and manages more than $30 billion in assets. FUND INFORMATION KEY Concise fund-by-fund descriptions begin on the next page. Each description provides the following information: [Clip Art] Goal and strategy The fund's particular investment goals and the strategies it intends to use in pursuing those goals. [Clip Art] Main risks The major risk factors associated with the fund. [Clip Art] Past performance The fund's total return, measured year-by-year and over time. [Clip Art] Financial highlights A table showing the fund's financial performance for up to five years. 3 V.A. Core Equity Fund GOAL AND STRATEGY [Clip Art] The fund seeks above-average total return (capital appreciation plus income). To pursue this goal, the fund normally invests at least 65% of assets in a diversified portfolio of equities which are primarily large-capitalization stocks. The portfolio's risk profile is similar to that of the Standard & Poor's 500 Index. The managers select from a menu of stocks of approximately 550 companies that evolves over time. Approximately 70% to 80% of these companies also are included in the Standard & Poor's 500 Index. The subadviser's investment research team is organized by industry and tracks these companies to develop earnings estimates and five-year projections for growth. A series of proprietary computer models use this in-house research to rank the stocks according to their combination of: o value, meaning they appear to be underpriced o improving fundamentals, meaning they show potential for strong growth This process, together with a risk/ return analysis against the Standard & Poor's 500 Index, results in a portfolio of approximately 100 to 130 of the stocks from the top 60% of the menu. The fund generally sells stocks that fall into the bottom 20% of the menu. In normal market conditions, the fund is almost entirely invested in stocks. The fund may invest in dollar-denominated foreign securities and make limited use of certain derivatives (investments whose value is based on indexes or securities). In abnormal market conditions, the fund may temporarily invest more than 35% of assets in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ SUBADVISER Independence Investment LLC - --------------------------- Team responsible for day-to-day investment management A subsidiary of John Hancock Financial Services, Inc. Founded in 1982 Supervised by the adviser PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 30.68% 28.42% 13.89% -7.11% 2001 total return as of March 31: -10.46% Best quarter: Q4 '98, 23.16% Worst quarter: Q3 '98, -13.01% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 year -7.11% -9.10% Life of fund - began 8/29/96 17.11% 19.18% Index: Standard & Poor's 500 Index, an unmanaged index of 500 stocks. 4 MAIN RISKS [Clip Art] The value of your investment will fluctuate in response to stock market movements. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform funds that focus on smallor medium-capitalization stocks. The fund's management strategy has a significant influence on fund performance. If the investment research team's earnings estimates or projections turn out to be inaccurate, or if the proprietary computer models do not perform as expected, the fund could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Foreign investments carry additional risks, including potentially inadequate or inaccurate financial information and social or political instability. ================================================================================ FINANCIAL HIGHLIGHTS [Clip Art] This table details the performance of the fund's shares, including total return information showing how much an investment in the fund has increased or decreased each year. Figures audited by Ernst & Young LLP. - ------------------------------------------------------------------------------------------------------------------------------- Period ended: 12/96(1) 12/97 12/98 12/99 12/00 - ------------------------------------------------------------------------------------------------------------------------------- Per share operating performance Net asset value, beginning of period $10.00 $11.11 $14.11 $17.74 $19.70 Net investment income (loss)(2) 0.06 0.16 0.10 0.09 0.08 Net realized and unrealized gain (loss) on investments 1.12 3.23 3.90 2.36 (1.48) Total from investment operations 1.18 3.39 4.00 2.45 (1.40) Less distributions: Dividends from net investment income (0.06) (0.14) (0.10) (0.09) (0.09) Distributions in excess of net investment income -- -- -- --(3) -- Distributions from net realized gain on investments sold (0.01) (0.25) (0.27) (0.40) (0.31) Distributions in excess of net realized gain on investments sold -- -- -- -- (0.38) Total distributions (0.07) (0.39) (0.37) (0.49) (0.78) Net asset value, end of period $11.11 $14.11 $17.74 $19.70 $17.52 Total investment return (4) (%) 11.78(5,6) 30.68(6) 28.42 13.89 (7.11) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 1,149 8,719 26,691 44,991 40,673 Ratio of expenses to average net assets (%) 0.95(7) 0.95 0.95 0.83 0.85 Ratio of adjusted expenses to average net assets(8) (%) 4.23(7) 1.59 -- -- -- Ratio of net investment income (loss) to average net assets (%) .. 1.60(7) 1.24 0.65 0.47 0.45 Portfolio turnover rate (%) 24 53 55 77 97 (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total returns would have been lower had certain expenses not been reduced during the periods shown. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. 5 V.A. 500 Index Fund GOAL AND STRATEGY [Clip Art] The fund seeks to provide investment results that correspond to the total return performance of the Standard & Poor's 500 Stock Price Index. To pursue this goal, the fund normally invests at least 80% of assets in common stocks of S&P 500(R) companies, in approximately the same proportions as they are represented in the index. This fund is passively managed, meaning that the manager does not use any broad economic or fundamental financial analysis to select investments. The manager monitors the portfolio daily and rebalances periodically to maintain the proportions of the index. The fund also invests in futures contracts, exchange traded funds and options based on S&P 500 stocks. Under normal circumstances, the fund is fully invested -- directly or through futures and options contracts -- in all 500 stocks represented in the index. It may, however, invest in fewer stocks or in stocks of non-S&P 500 companies. The fund normally maintains less than 1% of assets in cash or cash equivalents. ================================================================================ PORTFOLIO MANAGER James D. Schantz, CFA - -------------------------------------- Vice president of adviser Joined fund team in 2000 Joined adviser in 1998 Executive vice president and director of quantitative research at Hagler, Mastrovita & Hewitt (1994-1998) Began business career in 1970 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 29.51% 28.44% 20.81% -9.28% 2001 total return as of March 31: -11.95% Best quarter: Q4 '98, 21.39% Worst quarter: Q3 '98, -10.01% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 year -9.28% -9.10% Life of fund - began 8/29/96 17.75% 19.18% Index: Standard & Poor's 500 Index, an unmanaged index of 500 stocks. 6 MAIN RISKS [Clip Art] The value of your investment will fluctuate with the index. The fund does not attempt to temper volatility or avoid losses associated with a decline in the index. The large-capitalization stocks that make up the index could fall out of favor with the market, causing the fund to underperform funds that focus on smallor medium-capitalization stocks. Certain investment practices may cause the fund to track the index less closely: o Transaction expenses can reduce fund performance. o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. o The performance of S&P futures, exchange traded funds or options could correlate less strongly with the index than investments in the underlying securities. o The relative proportions of stocks in the fund's portfolio could drift over time, which could increase tracking error. Other factors may affect performance, such as the liquidity of S&P 500 stocks and the timing of the fund's cash flows. You could lose money by investing in the fund. Note: "Standard & Poor's(R)" and "S&P 500(R)" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by the adviser. Standard & Poor's does not sell or promote the fund or advise whether you should invest in the fund. A description of this license is provided in the statement of additional information. ================================================================================ FINANCIAL HIGHLIGHTS [Clip Art] This table details the performance of the fund's shares, including total return information showing how much an investment in the fund has increased or decreased each year. Figures audited by Ernst & Young LLP. - ----------------------------------------------------------------------------------------------------------------------- Period ended: 12/96(1) 12/97 12/98 12/99 12/00 - ----------------------------------------------------------------------------------------------------------------------- Per share operating performance Net asset value, beginning of period $10.00 $10.44 $12.62 $15.23 $18.09 Net investment income (loss)(2) 0.17 0.30 0.20 0.17 0.14 Net realized and unrealized gain (loss) on investments 0.98 2.72 3.37 2.98 (1.81) Total from investment operations 1.15 3.02 3.57 3.15 (1.67) Less distributions: Dividends from net investment income (0.16) (0.30) (0.20) (0.17) (0.15) Distributions from net realized gain on investments sold (0.55) (0.54) (0.76) (0.11) (0.06) Distributions in excess of net realized gain on investments sold -- -- -- (0.01) -- Total distributions (0.71) (0.84) (0.96) (0.29) (0.21) Net asset value, end of period $10.44 $12.62 $15.23 $18.09 $16.21 Total investment return(3,4) (%) 11.49(5) 29.51 28.44 20.81 (9.28) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 4,049 20,008 26,457 37,953 25,094 Ratio of expenses to average net assets (%) 0.60(6) 0.36 0.35 0.35 0.35 Ratio of adjusted expenses to average net assets(7) (%) 1.31(6) 0.83 0.92 0.75 0.93 Ratio of net investment income (loss) to average net assets (%) 4.57(6) 2.45 1.44 1.06 0.86 Portfolio turnover rate (%) -- 9 47 5 7 (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) The total returns would have been lower had certain expenses not been reduced during the periods shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. 7 V.A. Large Cap Growth Fund GOAL AND STRATEGY [Clip Art] The fund seeks long-term capital appreciation. To pursue this goal, the fund normally invests at least 65% of assets in stocks of large-capitalization companies (companies in the capitalization range of the Russell Top 200 Growth Index, which was $0.88 billion to $415.8 billion as of March 31, 2001). In choosing individual stocks, the managers use fundamental financial analysis to identify companies with: o strong cash flows o secure market franchises o sales growth that outpaces their industries The fund generally invests in a diversified portfolio of U.S. companies. The fund has tended to emphasize, or overweight, certain sectors such as health care, technology or consumer goods. These weightings may change in the future. The management team uses various means to assess the depth and stability of companies' senior management, including interviews and company visits. The fund favors companies for which the managers project an above-average growth rate. The fund may invest in preferred stocks and other types of equities, and may invest up to 15% of assets in foreign securities. The fund may also make limited use of certain derivatives (investments whose value is based on indexes, securities or currencies). In abnormal market conditions, the fund may temporarily invest extensively in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ PORTFOLIO MANAGERS William L. Braman - ----------------------------------- Executive vice president and chief investment officer of adviser Joined fund team in 2000 Joined adviser in 2000 Chief investment officer at Baring Asset Management (London 1998-2000) Head of U.S. equity team at Baring Asset Management (Boston 1989-1998) Began business career in 1977 Robert J. Uek, CFA - ----------------------------------- Vice president of adviser Joined fund team in 2000 Joined adviser in 1997 Corporate finance manager at Ernst & Young (1994-1997) Began business career in 1990 Paul J. Berlinguet - ----------------------------------- Vice president of adviser Joined fund team in 2001 Joined adviser in 2001 U.S. equity investment manager at Baring America Asset Management (1989-2001) Began business career in 1986 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with broad-based market indexes for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 14.27% 24.60% 20.71% -31.30% 2001 total return as of March 31: -31.74% Best quarter: Q3 '97, 22.53% Worst quarter: Q1 '97, -15.55% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 Index 2 1 year -31.30% -9.10% -24.53% Life of fund - began 8/29/96 2.41% 19.18% 19.57% Index 1: Standard & Poor's 500 Index, an unmanaged index of 500 stocks. Index 2: Russell Top 200 Growth Index, an unmanaged index containing growth-oriented stocks from the Russell Top 200 Index. In the future, the adviser will compare the fund's performance only to the Russell Top 200 Growth Index since it more closely represents the fund's investment strategy. 8 MAIN RISKS [Clip Art] The value of your investment will fluctuate in response to stock market movements. The fund's management strategy has a significant influence on fund performance. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on smallor medium- capitalization stocks. Similarly, growth stocks could underperform value stocks. To the extent the fund invests in a given industry, its performance will be hurt if that industry performs poorly. In addition, if the managers' security selection strategies do not perform as expected, the fund could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, these risks could increase volatility or reduce performance: o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. ================================================================================ FINANCIAL HIGHLIGHTS [Clip Art] This table details the performance of the fund's shares, including total return information showing how much an investment in the fund has increased or decreased each year. Figures audited by Ernst & Young LLP. - -------------------------------------------------------------------------------------------------------------------------------- Period ended: 12/96(1) 12/97 12/98 12/99 12/00 - -------------------------------------------------------------------------------------------------------------------------------- Per share operating performance Net asset value, beginning of period $10.00 $9.39 $10.73 $13.37 $15.77 Net investment income (loss)(2) (0.01) (0.04) (0.00)(3) (0.04) (0.08) Net realized and unrealized gain (loss) on investments (0.60) 1.38 2.64 2.80 (4.85) Total from investment operations (0.61) 1.34 2.64 2.76 (4.93) Less distributions: Distributions from net realized gain on investments sold -- -- -- (0.36) (0.57) Net asset value, end of period $9.39 $10.73 $13.37 $15.77 $10.27 Total investment return(4) (%) (6.10)(5,6) 14.27(6) 24.60(6) 20.71(6) (31.30) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 994 3,733 10,372 21,872 12,304 Ratio of expenses to average net assets (%) 1.00(7) 1.00 1.00 1.00 0.96 Ratio of adjusted expenses to average net assets(8) (%) 4.76(7) 2.37 1.33 1.02 -- Ratio of net investment income (loss) to average net assets (%) (0.23)(7) (0.39) (0.00) (0.25) (0.59) Portfolio turnover rate (%) 68 136 176 172 170 (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total returns would have been lower had certain expenses not been reduced during the periods shown. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. 9 V.A. Mid Cap Growth Fund GOAL AND STRATEGY [Clip Art] The fund seeks long-term capital appreciation. To pursue this goal, the fund normally invests at least 80% of assets in stocks of medium- capitalization companies (companies in the capitalization range of the Russell Midcap Growth Index, which was $0.02 billion to $19.37 billion as of March 31, 2001). The manager conducts fundamental financial analysis to identify companies with above-average earnings growth. In choosing individual securities, the manager looks for companies with growth stemming from a combination of gains in market share and increasing operating efficiency. Before investing, the manager identifies a specific catalyst for growth, such as a new product, business reorganization or merger. The management team generally maintains personal contact with the senior management of the companies the fund invests in. The manager considers broad economic trends, demographic factors, technological changes, consolidation trends and legislative initiatives. The fund generally invests in more than 100 companies. The fund may not invest more than 5% of assets in any one security. The fund may invest up to 10% of assets in foreign securities. The fund may also make limited use of certain derivatives (investments whose value is based on indexes or currencies). In abnormal conditions, the fund may temporarily invest in U.S. government securities with maturities of up to three years and more than 10% of assets in cash or cash equivalents. In these and other cases, the fund might not achieve its goal. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ PORTFOLIO MANAGERS Barbara C. Friedman, CFA - --------------------------------- Senior vice president of adviser Joined fund team in 1998 Joined adviser in 1998 Head of mid-cap equity group at Fleet Investment Advisors (1996-1997) Began business career in 1973 Timothy N. Manning - --------------------------------- Joined fund team in 2000 Joined adviser in 2000 Analyst at State Street Research (1999-2000) Equity research associate at State Street Research (1996-1999) Began business career in 1993 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with broad-based market indexes for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1998 1999 2000 10.35% 56.18% -11.73% 2001 total return as of March 31: -30.42% Best quarter: Q4 '99, 41.78% Worst quarter: Q3 '98, -19.74% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 Index 2 1 year -11.73% -9.10% -11.75% Life of fund - began 1/7/98 15.12% 12.58% 17.28% Index 1: Standard & Poor's 500 Index, an unmanaged index of 500 stocks. Index 2: Russell Midcap Growth Index, an unmanaged index containing those stocks from the Russell Midcap Index with a greater-than-average growth orientation. 10 MAIN RISKS [Clip Art] The value of your investment will fluctuate in response to stock market movements. The fund's management strategy has a significant influence on fund performance. Medium-capitalization stocks tend to be more volatile than stocks of larger companies, and as a group could fall out of favor with the market, causing the fund to underperform investments that focus either on smallor large-capitalization stocks. Similarly, growth stocks could underperform value stocks. To the extent the fund invests in a given industry, its performance will be hurt if that industry performs poorly. In addition, if the managers' security selection strategies do not perform as expected, the fund could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, these risks could increase volatility or reduce performance: o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. ================================================================================ FINANCIAL HIGHLIGHTS [Clip Art] This table details the performance of the fund's shares, including total return information showing how much an investment in the fund has increased or decreased each year. Figures audited by Ernst & Young LLP. - ------------------------------------------------------------------------------------------------- Period ended: 12/98(1) 12/99 12/00 - ------------------------------------------------------------------------------------------------- Per share operating performance Net asset value, beginning of period $10.00 $11.03 $17.21 Net investment income (loss)(2) 0.01 (0.03) (0.08) Net realized and unrealized gain (loss) on investments 1.03 6.23 (1.94) Total from investment operations 1.04 6.20 (2.02) Less distributions: Dividends from net investment income (0.01) -- -- Distributions from net realized gain on investments sold -- (0.02) (0.10) Tax return of capital --(3) -- -- Total distributions (0.01) (0.02) (0.10) Net asset value, end of period $11.03 $17.21 $15.09 Total investment return(4,5) (%) 10.35(6) 56.18 (11.73) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 1,779 6,363 11,482 Ratio of expenses to average net assets (%) 1.00(7) 1.00 1.00 Ratio of adjusted expenses to average net assets(8) (%) 4.23(7) 2.36 1.10 Ratio of net investment income (loss) to average net assets (%) 0.06(7) (0.23) (0.42) Portfolio turnover rate (%) 103 136 155 (1) Began operations on January 7, 1998. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) The total returns would have been lower had certain expenses not been reduced during the periods shown. (6) Not annualized. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. 11 V.A. Relative Value Fund GOAL AND STRATEGY [Clip Art] The fund seeks the highest total return (capital appreciation plus current income) that is consistent with reasonable safety of capital. To pursue this goal, the fund invests in a diversified portfolio of stocks, bonds and money market securities. Although the fund may concentrate in any of these asset classes, under normal circumstances it invests primarily in stocks. In managing the portfolio, the managers emphasize a value- oriented approach to individual stock selection. With the aid of proprietary financial models, the management team looks for companies that are selling at what appear to be substantial discounts to their long-term intrinsic and "franchise" values. These companies often have identifiable catalysts for growth, such as new products, business reorganizations or mergers. The fund manages risk by typically holding between 50 and 150 large companies that are diversified across industry sectors. The management team also uses fundamental financial analysis to identify individual companies with substantial cash flows, reliable revenue streams, superior competitive positions and strong management. The fund may attempt to take advantage of short-term market volatility by investing in corporate restructurings or pending acquisitions. In selecting bonds of any maturity, the manager looks for the most favorable risk/return ratios. The fund may invest up to 15% of net assets in junk bonds rated as low as CC/Ca and their unrated equivalents. The fund may invest up to 25% of assets in foreign securities (35% during adverse U.S. market conditions). The fund may also make limited use of certain derivatives (investments whose value is based on indexes, securities or currencies). In abnormal market conditions, the fund may temporarily invest extensively in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. ================================================================================ PORTFOLIO MANAGERS Timothy E. Quinlisk, CFA - --------------------------------- Senior vice president of adviser Joined fund team in 1998 Joined adviser in 1998 Analyst at Hagler, Mastrouita & Hewitt (1997-1998) Analyst at State Street Global Advisors (1995-1997) Began business career in 1985 James S. Yu, CFA - --------------------------------- Vice president of adviser Joined fund team in 2000 Joined adviser in 2000 Analyst at Merrill Lynch Asset Management (1998-2000) Analyst at Gabelli & Company (1995-1998) Began business career in 1990 R. Scott Mayo, CFA - --------------------------------- Second vice president of adviser Joined fund team in 2000 Joined adviser in 1998 Analyst at Morgan Stanley (1998) Analyst at Grantham, Mayo & Van Otterloo (1993-1996) Began business career in 1993 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1998 1999 2000 21.39% 56.65% -4.80% 2001 total return as of March 31: -9.92% Best quarter: Q4 `99, 43.25% Worst quarter: Q3 `98, -16.61% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 year -4.80% -9.10% Life of fund - began 1/6/98 22.01% 12.47% Index: Standard & Poor's 500 Index, an unmanaged index of 500 stocks. 12 MAIN RISKS [Clip Art] The value of your investment will fluctuate in response to stock and bond market movements. The fund's management strategy has a significant influence on fund performance. Large-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on smallor medium-capitalization stocks. Similarly, value stocks could underperform growth stocks. In addition, if the managers' securities selection strategies do not perform as expected, the fund could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. o Any bonds held by the fund could be downgraded in credit rating or go into default. Bond prices generally fall when interest rates rise and longer maturity will increase volatility. Junk bond prices can fall on bad news about the economy, an industry or a company. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ FINANCIAL HIGHLIGHTS [Clip Art] This table details the performance of the fund's shares, including total return information showing how much an investment in the fund has increased or decreased each year. Figures audited by Ernst & Young LLP. - ------------------------------------------------------------------------------------------------------ Period ended: 12/98(1) 12/99 12/00 - ------------------------------------------------------------------------------------------------------ Per share operating performance Net asset value, beginning of period $10.00 $12.03 $18.03 Net investment income (loss)(2) 0.11 0.10 0.02 Net realized and unrealized gain (loss) on investments 2.02 6.65 (0.80) Total from investment operations 2.13 6.75 (0.78) Less distributions: Dividends from net investment income (0.10) (0.10) (0.02) Distributions from net realized gain on investments sold -- (0.65) (6.59) Total distributions (0.10) (0.75) (6.61) Net asset value, end of period $12.03 $18.03 $10.64 Total investment return(3) (%) 21.39(4,5) 56.65 (4.80) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 17,368 38,766 39,043 Ratio of expenses to average net assets (%) 0.85(6) 0.77 0.79 Ratio of adjusted expenses to average net assets(7) (%) 1.03(6) -- -- Ratio of net investment income (loss) to average net assets (%) 1.17(6) 0.66 0.13 Portfolio turnover rate (%) 242 166 164 (1) Began operations on January 6, 1998. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) Not annualized. (5) The total returns would have been lower had certain expenses not been reduced during the periods shown. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. 13 V.A. Small Cap Growth Fund GOAL AND STRATEGY [Clip Art] The fund seeks long-term capital appreciation. To pursue this goal, the fund normally invests at least 80% of assets in stocks of small-capitalization companies (companies in the capitalization range of the Russell 2000 Growth Index, which was $10 million to $4.20 billion as of March 31, 2001). The managers look for companies in the emerging growth phase of development that are not yet widely recognized. The fund also may invest in established companies that, because of new management, products or opportunities, offer the possibility of accelerating earnings. To manage risk, the fund typically invests in 150 to 220 companies across many industries, and does not invest more than 5% of assets in any one security. In choosing individual securities, the managers use fundamental financial analysis to identify rapidly growing companies. The managers favor companies that dominate their market niches or are poised to become market leaders. They look for strong senior management teams and coherent business strategies. They generally maintain personal contact with the senior management of the companies the fund invests in. The fund may invest in preferred stocks and other types of equities, and may invest up to 10% of assets in foreign securities. The fund may also make limited use of certain derivatives (investments whose value is based on indexes or currencies). In abnormal conditions, the fund may temporarily invest in U.S. government securities with maturities of up to three years and more than 10% of assets in cash and cash equivalents. In these and other cases, the fund might not achieve its goal. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ PORTFOLIO MANAGERS Bernice S. Behar, CFA - --------------------------------- Senior vice president of adviser Joined fund team in 1996 Joined adviser in 1991 Began business career in 1986 Anurag Pandit, CFA - --------------------------------- Vice president of adviser Joined fund team in 1996 Joined adviser in 1996 Equity analyst at Loomis Sayles (1992-1996) Began business career in 1984 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with broad-based market indexes for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 11.06% 15.94% 68.52% -22.33% 2001 total return as of March 31: -21.81% Best quarter: Q4 `99, 44.55% Worst quarter: Q3 `98, -21.42% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 Index 2 1 year -22.33% -3.02% -22.43% Life of fund - began 8/29/96 11.02% 10.29% 6.88% Index 1: Russell 2000 Index, an unmanaged index of 2,000 U.S. small-capitalization stocks. Index 2: Russell 2000 Growth Index, an unmanaged index containing those stocks from the Russell 2000 Index with a greater-than-average growth orientation. 14 MAIN RISKS [Clip Art] The value of your investment will fluctuate in response to stock market movements. The fund's management strategy has a significant influence on fund performance. Small-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform investments that focus on mediumor large-capitalization stocks. Similarly, growth stocks could underperform value stocks. To the extent the fund invests in a given industry, its performance will be hurt if that industry performs poorly. In addition, if the managers' security selection strategies do not perform as expected, the fund could underperform its peers or lose money. Stocks of smaller companies are more volatile than stocks of larger companies. Many smaller companies have short track records, narrow product lines or niche markets, making them highly vulnerable to isolated business setbacks. To the extent that the fund makes investments with additional risks, these risks could increase volatility or reduce performance: o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price; this risk could also affect small-capitalization stocks, especially those with low trading volumes. o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. ================================================================================ FINANCIAL HIGHLIGHTS [Clip Art] This table details the performance of the fund's shares, including total return information showing how much an investment in the fund has increased or decreased each year. Figures audited by Ernst & Young LLP. - --------------------------------------------------------------------------------------------------------------------------- Period ended: 12/96(1) 12/97 12/98 12/99 12/00 - --------------------------------------------------------------------------------------------------------------------------- Per share operating performance Net asset value, beginning of period $10.00 $9.32 $10.35 $12.00 $19.76 Net investment income (loss)(2) 0.02 (0.02) (0.06) (0.10) (0.13) Net realized and unrealized gain (loss) on investments (0.68) 1.05 1.71 8.29 (4.33) Total from investment operations (0.66) 1.03 1.65 8.19 (4.46) Less distributions: Dividends from net investment income (0.02) --(3) -- -- -- Distributions from net realized gain on investments sold -- -- -- (0.43) (0.90) Total distributions (0.02) -- -- (0.43) (0.90) Net asset value, end of period $9.32 $10.35 $12.00 $19.76 $14.40 Total investment return(4,5) (%) (6.62)(6) 11.06 15.94 68.52 (22.33) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 975 3,841 8,232 20,867 19,772 Ratio of expenses to average net assets (%) 1.00(7) 1.00 1.00 1.00 1.00 Ratio of adjusted expenses to average net assets(8) (%) 5.19(7) 2.72 1.63 1.38 1.10 Ratio of net investment income (loss) to average net assets (%) 0.62(7) (0.16) (0.59) (0.76) (0.68) Portfolio turnover rate (%) 31 79 93 120 104 (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) The total returns would have been lower had certain expenses not been reduced during the periods shown. (6) Not annualized. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. 15 V.A. Sovereign Investors Fund GOAL AND STRATEGY [Clip Art] The fund seeks long-term growth of capital and income without assuming undue market risks. To pursue these goals, the fund normally invests at least 80% of its stock investments in a diversified portfolio of companies with market capitalizations within the range of the Standard & Poor's 500 Index. On March 31, 2001, that range was $0.67 billion to $415.8 billion. At least 65% of the fund's stock investments are "dividend performers" -- companies whose dividend payments have increased steadily for ten years. The managers use fundamental financial analysis to identify individual companies with high-quality income statements, substantial cash reserves and identifiable catalysts for growth, which may be new products or benefits from industry-wide growth. The managers generally visit companies to evaluate the strength and consistency of their management strategy. Finally, the managers look for stocks that are reasonably priced relative to their earnings and industry. Historically, companies that meet these criteria have tended to have large or medium market capitalizations. The fund may not invest more than 5% of assets in any one security. The fund may invest in bonds of any maturity, with up to 5% of assets in junk bonds rated as low as C and their unrated equivalents. The fund typically invests in U.S. companies but may invest in dollar-denominated foreign securities. It may also make limited use of certain derivatives (investments whose value is based on indexes). Under normal conditions, the fund may not invest more than 10% of assets in cash or cash equivalents. In abnormal market conditions, the fund may temporarily invest extensively in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. ================================================================================ PORTFOLIO MANAGERS John F. Snyder III - ------------------------------------ Executive vice president of adviser Joined fund team in 1996 Joined adviser in 1991 Began business career in 1971 Barry H. Evans, CFA - ------------------------------------ Senior vice president of adviser Joined fund team in 1996 Joined adviser in 1986 Began business career in 1986 Peter M. Schofield, CFA - ------------------------------------ Vice president of adviser Joined fund team in 1996 Joined adviser in 1996 Portfolio manager at Geewax, Terker & Co. (1984-1996) Began business career in 1984 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 28.43% 16.87% 3.84% -0.33% 2001 total return as of March 31: -9.03% Best quarter: Q4 `98, 15.75% Worst quarter: Q3 `99, -7.43% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 year -0.33% -9.10% Life of fund - began 8/29/96 12.73% 19.18% Index: Standard & Poor's 500 Index, an unmanaged index of 500 stocks. 16 MAIN RISKS [Clip Art] The value of your investment will fluctuate in response to stock and bond market movements. The fund's management strategy will influence performance significantly. Large or medium-capitalization stocks as a group could fall out of favor with the market, causing the fund to underperform funds that focus on small-capitalization stocks. Medium-capitalization stocks tend to be more volatile than stocks of larger companies. In addition, if the managers' securities selection strategies do not perform as expected, the fund could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o Any bonds held by the fund could be downgraded in credit rating or go into default. Bond prices generally fall when interest rates rise and longer maturity will increase volatility. Junk bond prices can fall on bad news about the economy, an industry or a company. o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Foreign investments carry additional risks, including inadequate or inaccurate financial information and social or political instability. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ FINANCIAL HIGHLIGHTS [Clip Art] This table details the performance of the fund's shares, including total return information showing how much an investment in the fund has increased or decreased each year. Figures audited by Ernst & Young LLP. - --------------------------------------------------------------------------------------------------------------------------- Period ended: 12/96(1) 12/97 12/98 12/99 12/00 - --------------------------------------------------------------------------------------------------------------------------- Per share operating performance Net asset value, beginning of period $10.00 $10.74 $13.59 $15.61 $15.96 Net investment income (loss)(2) 0.07 0.22 0.27 0.24 0.21 Net realized and unrealized gain (loss) on investments 0.76 2.82 2.00 0.35 (0.27) Total from investment operations 0.83 3.04 2.27 0.59 (0.06) Less distributions: Dividends from net investment income (0.07) (0.18) (0.25) (0.24) (0.21) Distributions in excess of net investment income -- -- -- --(3) -- Distributions from net realized gain on investments sold (0.02) (0.01) -- -- -- Tax return of capital -- -- -- --(3) -- Total distributions (0.09) (0.19) (0.25) (0.24) (0.21) Net asset value, end of period $10.74 $13.59 $15.61 $15.96 $15.69 Total investment return(4) (%) 8.30(5,6) 28.43(6) 16.88 3.84 (0.33) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 1,111 12,187 34,170 50,254 55,328 Ratio of expenses to average net assets (%) 0.85(7) 0.85 0.74 0.70 0.72 Ratio of adjusted expenses to average net assets(8) (%) 3.78(7) 1.16 -- -- -- Ratio of net investment income (loss) to average net assets (%) 1.90(7) 1.81 1.88 1.57 1.37 Portfolio turnover rate (%) 17 11 19 26 46 (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total returns would have been lower had certain expenses not been reduced during the periods shown. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. 17 V.A. International Fund GOAL AND STRATEGY [Clip Art] The fund seeks long-term growth of capital. To pursue this goal, the fund normally invests at least 80% of assets in stocks of foreign companies. The fund may invest up to 30% of assets in emerging markets as classified by Morgan Stanley Capital International (MSCI). The fund does not maintain a fixed allocation of assets, either with respect to securities type or geography. In managing the portfolio, the managers focus on a "bottom-up" analysis on the financial conditions and competitiveness of individual foreign companies. In analyzing specific companies for possible investment, the managers ordinarily look for several of the following characteristics that will enable the companies to compete successfully in their respective markets: o above-average per share earnings growth o high return on invested capital o a healthy balance sheet o sound financial and accounting policies and overall financial strength o strong competitive advantages o effective research, product development and marketing. The managers consider whether to sell a particular security when any of those factors materially changes. The managers allocate the fund's assets among securities of countries that are expected to provide the best opportunities for meeting the fund's investment objective. To manage risk, the fund does not invest more than 5% of assets in any one security. The fund may use certain derivatives (investments whose value is based on indexes, securities or currencies). In abnormal conditions, the fund may temporarily invest more than 20% of assets in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. ================================================================================ SUBADVISER Nicholas-Applegate Capital Management - ---------------------------------- U.S.-based team responsible for day-to-day investment manage- ment since December 2000 Founded in 1984 Supervised by the adviser PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 -0.54% 16.76% 31.55% -25.17% 2001 total return as of March 31: -19.07% Best quarter: Q4 `99, 25.38% Worst quarter: Q3 `98, -17.11% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 year -25.17% -16.34% Life of fund - began 8/29/96 6.02% 5.25% Index: MSCI All Country World Ex-U.S. Free Index, an unmanaged index of freely traded stocks of foreign companies. 18 MAIN RISKS [Clip Art] The value of your investment will fluctuate in response to stock market movements. Foreign investments are more risky than domestic investments. Investments in foreign securities may be affected by fluctuations in currency exchange rates, incomplete or inaccurate financial information on companies, social instability and political actions ranging from tax code changes to governmental collapse. These risks are more significant in emerging markets. The fund's management strategy has a significant influence on fund performance. If the fund invests in countries or regions that experience economic downturns, performance could suffer. In addition, if certain investments or industries do not perform as expected, or if the managers' security selection strategies do not perform as expected, the fund could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o In a down market, emerging market securities, other higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ FINANCIAL HIGHLIGHTS [Clip Art] This table details the performance of the fund's shares, including total return information showing how much an investment in the fund has increased or decreased each year. Figures audited by Ernst & Young LLP. - --------------------------------------------------------------------------------------------------------------------------- Period ended: 12/96(1) 12/97 12/98 12/99 12/00 - --------------------------------------------------------------------------------------------------------------------------- Per share operating performance Net asset value, beginning of period $10.00 $11.23 $10.50 $12.18 $15.45 Net investment income (loss)(2) 0.07 0.05 0.07 0.07 0.03 Net realized and unrealized gain (loss) on investments 1.20 (0.13) 1.69 3.75 (3.93) Total from investment operations 1.27 (0.08) 1.76 3.82 (3.90) Less distributions: Dividends from net investment income (0.04) (0.01) (0.07) (0.08) (0.17) Dividends in excess of net investment income -- -- (0.01) (0.02) -- Distributions from net realized gain on investments sold -- (0.64) -- (0.45) (0.37) Total distributions (0.04) (0.65) (0.08) (0.55) (0.54) Net asset value, end of period $11.23 $10.50 $12.18 $15.45 $11.01 Total investment return(3,4) (%) 12.75(5) (0.54) 16.75 31.55 (25.17) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 2,267 3,792 7,201 9,375 7,330 Ratio of expenses to average net assets (%) 1.15(6) 1.15 1.15 1.15 1.15 Ratio of adjusted expenses to average net assets(7) (%) 3.13(6) 2.04 3.13 2.51 3.24 Ratio of net investment income (loss) to average net assets (%) 2.03(6) 0.43 0.59 0.52 0.19 Portfolio turnover rate (%) 14 273 89 116 177 (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) The total returns would have been lower had certain expenses not been reduced during the periods shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. 19 V.A. Financial Industries Fund GOAL AND STRATEGY [Clip Art] The fund seeks capital appreciation. To pursue this goal, the fund normally invests at least 65% of assets in stocks of U.S. and foreign financial services companies of any size. These companies include banks, thrifts, finance companies, brokerage and advisory firms, real estate-related firms, insurance companies and financial holding companies. In managing the portfolio, the managers focus primarily on stock selection rather than industry allocation. In choosing individual stocks, the managers use fundamental financial analysis to identify securities that appear comparatively undervalued. Given the industry-wide trend toward consolidation, the managers also invest in companies that appear to be positioned for a merger. The managers generally gather firsthand information about companies from interviews and company visits. The fund may invest in U.S. and foreign bonds, including up to 5% of net assets in junk bonds (those rated below BBB/Baa and their unrated equivalents). It may also invest up to 15% of net assets in investment-grade short-term securities. The fund may make limited use of certain derivatives (investments whose value is based on indexes, securities or currencies). In abnormal market conditions, the fund may temporarily invest up to 80% of assets in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ PORTFOLIO MANAGERS James K. Schmidt, CFA - ------------------------------------ Executive vice president of adviser Joined fund team in 1997 Joined adviser in 1985 Began business career in 1979 Thomas M. Finucane - ------------------------------------ Vice president of adviser Joined fund team in 1997 Joined adviser in 1990 Began business career in 1983 Thomas C. Goggins - ------------------------------------ Senior vice president of adviser Joined fund team in 1998 Joined adviser in 1995 Began business career in 1981 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1998 1999 2000 8.57% 1.23% 27.16% 2001 total return as of March 31: -13.63% Best quarter: Q4 `98, 16.08% Worst quarter: Q3 `98, -16.76% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 year 27.16% -9.10% Life of fund - began 4/30/97 18.90% 16.17% Index: Standard & Poor's 500 Index, an unmanaged index of 500 stocks. 20 MAIN RISKS [Clip Art] The value of your investment will fluctuate in response to stock market movements. The fund's management strategy has a significant influence on fund performance. Because the fund focuses on a single sector of the economy, its performance depends in large part on the performance of that sector. As a result, the value of your investment may fluctuate more widely than it would in a fund that is diversified across sectors. For instance, when interest rates fall or economic conditions deteriorate, the stocks of banks and financial services companies could suffer losses. Also, rising interest rates can reduce profits by narrowing the difference between these companies' borrowing and lending rates. Stocks of financial services companies as a group could fall out of favor with the market, causing the fund to underperform funds that focus on other types of stocks. In addition, if the managers' stock selection strategy does not perform as expected, the fund could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. o Any bonds held by the fund could be downgraded in credit rating or go into default. Bond prices generally fall when interest rates rise. This risk is greater for longer maturity bonds. Junk bond prices can fall on bad news about the economy, an industry or a company. ================================================================================ FINANCIAL HIGHLIGHTS [Clip Art] This table details the performance of the fund's shares, including total return information showing how much an investment in the fund has increased or decreased each year. Figures audited by Ernst & Young LLP. - --------------------------------------------------------------------------------------------------------------- Period ended: 12/97(1) 12/98 12/99 12/00 - --------------------------------------------------------------------------------------------------------------- Per share operating performance Net asset value, beginning of period $10.00 $13.44 $14.45 $14.46 Net investment income (loss)(2) 0.11 0.18 0.11 0.06 Net realized and unrealized gain (loss) on investments 3.39 0.97 0.06 3.87 Total from investment operations 3.50 1.15 0.17 3.93 Less distributions: Dividends from net investment income (0.05) (0.14) (0.10) (0.05) Distributions from net realized gain on investments sold (0.01) --(3) (0.05) -- Tax return of capital -- -- (0.01) -- Total distributions (0.06) (0.14) (0.16) (0.05) Net asset value, end of period $13.44 $14.45 $14.46 $18.34 Total investment return(4) (%) 35.05(5,6) 8.55 1.23 27.16 Ratios and supplemental data Net assets, end of period (000s omitted) ($) 18,465 54,569 49,312 71,367 Ratio of expenses to average net assets (%) 1.05(7) 0.92 0.90 0.90 Ratio of adjusted expenses to average net assets(8) (%) 1.39(7) -- -- -- Ratio of net investment income (loss) to average net assets (%) 1.32(7) 1.25 0.77 0.36 Portfolio turnover rate (%) 11 38 72 41 (1) Began operations on April 30, 1997. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total return would have been lower had certain expenses not been reduced during the period shown. (7) Annualized. (8) Does not take into consideration expense reductions during the period shown. 21 V.A. Regional Bank Fund GOAL AND STRATEGY [Clip Art] The fund seeks long- term capital appreciation. To pursue this goal, the fund normally invests at least 65% of assets in stocks of regional banks and lending companies, including commercial and industrial banks, savings and loan associations and bank holding companies. Typically, these companies provide full-service banking, have primarily domestic assets and are based outside of money centers such as New York City and Chicago. In managing the portfolio, the managers focus primarily on stock selection. In choosing individual stocks, the managers use fundamental financial analysis to identify securities that appear comparatively undervalued. The managers look for low price/ earnings (P/E) ratios, high-quality assets and sound loan review processes. Given the industry-wide trend toward consolidation, the managers also invest in companies that appear to be positioned for a merger. The fund's portfolio may be concentrated in geographic regions where consolidation activity is high. The managers generally gather firsthand information about companies from interviews and company visits. The fund may also invest in other U.S. and foreign financial services companies, such as lending companies and money center banks. The fund may invest up to 5% of net assets in stocks of companies outside the financial services sector and up to 5% of net assets in junk bonds (those rated below BBB/Baa and their unrated equivalents). The fund may make limited use of certain derivatives (investments whose value is based on indexes, securities or currencies). In abnormal market conditions, the fund may temporarily invest up to 80% of assets in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. ================================================================================ PORTFOLIO MANAGERS James K. Schmidt, CFA - ------------------------------------ Executive vice president of adviser Joined fund team in 1998 Joined adviser in 1985 Began business career in 1979 Thomas M. Finucane - ------------------------------------ Vice president of adviser Joined fund team in 1998 Joined adviser in 1990 Began business career in 1983 Thomas C. Goggins - ------------------------------------ Senior vice president of adviser Joined fund team in 1998 Joined adviser in 1995 Began business career in 1981 PAST PERFORMANCE [Clip Art] The graph shows the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Total return -- calendar year - -------------------------------------------------------------------------------- 1999 2000 -4.86% 17.91% 2001 total return as of March 31: -1.59% Best quarter: Q4 `98, 16.10% Worst quarter: Q3 `98, -15.94% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 year 17.91% -9.10% Life of fund - began 5/1/98 1.83% 7.70% Index: Standard & Poor's 500 Index, an unmanaged index of 500 stocks. 22 MAIN RISKS [Clip Art] The value of your investment will fluctuate in response to stock market movements. The fund's management strategy has a significant influence on fund performance. Because the fund focuses on a single sector of the economy, its performance depends in large part on the performance of that sector. For instance, when interest rates fall or economic conditions deteriorate, regional bank stocks could suffer losses. Also, rising interest rates can reduce profits by narrowing the difference between these companies' borrowing and lending rates. A decline in a region's economy could hurt the banks in that region. Regional bank stocks as a group could fall out of favor with the market, causing the fund to underperform funds that focus on other types of stocks. In addition, if the managers' security selection strategies do not perform as expected, the fund could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. o Any bonds held by the fund could be downgraded in credit rating or go into default. Bond prices generally fall when interest rates rise. This risk is greater for longer maturity bonds. Junk bond prices can fall on bad news about the economy, an industry or a company. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ FINANCIAL HIGHLIGHTS [Clip Art] This table details the performance of the fund's shares, including total return information showing how much an investment in the fund has increased or decreased during the year. Figures audited by Ernst & Young LLP. - ----------------------------------------------------------------------------------------------------- Period ended: 12/98(1) 12/99 12/00 - ----------------------------------------------------------------------------------------------------- Per share operating performance Net asset value, beginning of period $10.00 $9.28 $8.56 Net investment income (loss)(2) 0.09 0.12 0.16 Net realized and unrealized gain (loss) on investments (0.74) (0.57) 1.34 Total from investment operations (0.65) (0.45) 1.50 Less distributions: Dividends from net investment income (0.07) (0.12) (0.17) Distributions from net realized gain on investments sold --(3) (0.15) -- Total distributions (0.07) (0.27) (0.17) Net asset value, end of period $9.28 $8.56 $9.89 Total investment return(4) (%) (6.43)(5,6) (4.86) 17.91 Ratios and supplemental data Net assets, end of period (000s omitted) ($) 20,256 20,295 13,733 Ratio of expenses to average net assets (%) 1.05(7) 1.00 1.01 Ratio of adjusted expenses to average net assets(8) (%) 1.14(7) -- -- Ratio of net investment income (loss) to average net assets (%) 1.39(7) 1.30 1.92 Portfolio turnover rate (%) 28 49 32 (1) Began operations on May 1, 1998. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total return would have been lower had certain expenses not been reduced during the period shown. (7) Annualized. (8) Does not take into consideration expense reductions during the period shown. 23 V.A. Bond Fund GOAL AND STRATEGY [Clip Art] The fund seeks to generate a high level of current income consistent with prudent investment risk. In pursuing this goal, the fund normally invests at least 65% of assets in a diversified portfolio of debt securities. These include corporate bonds and debentures as well as U.S. government and agency securities. Most of these securities are investment grade, although the fund may invest up to 25% of assets in junk bonds rated as low as CC/Ca and their unrated equivalents. There is no limit on the fund's average maturity. In managing the fund's portfolio, the managers concentrate on sector allocation, industry allocation and securities selection: deciding which types of bonds and industries to emphasize at a given time, and then which individual bonds to buy. When making sector and industry allocations, the managers try to anticipate shifts in the business cycle, using top-down analysis to determine which sectors and industries may benefit over the next 12 months. In choosing individual securities, the managers use bottom-up research to find securities that appear comparatively undervalued. The managers look at bonds of all different quality levels and maturities from many different issuers, potentially including foreign governments and corporations. The fund intends to keep its exposure to interest rate movements generally in line with those of its peers. The fund may invest in mortgage-related securities and certain other derivatives (investments whose value is based on indexes, securities or currencies). Under normal conditions, the fund may not invest more than 10% of assets in cash or cash equivalents. In abnormal market conditions, the fund may temporarily invest more than 35% of assets in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. ================================================================================ PORTFOLIO MANAGERS James K. Ho, CFA - ------------------------------------ Executive vice president of adviser Joined fund team in 1996 Joined adviser in 1985 Began business career in 1977 Benjamin A. Matthews - ------------------------------------ Vice president of adviser Joined fund team in 1998 Joined adviser in 1995 Began business career in 1970 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 9.31% 9.41% -0.51% 11.89% 2001 total return as of March 31: 2.85% Best quarter: Q3 `98, 4.76% Worst quarter: Q1 `97, -0.96% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 year 11.89% 9.39% Life of fund - began 8/29/96 7.88% 7.28% Index: Lehman Brothers Credit Bond Index, an unmanaged index of corporate bonds and Yankee bonds. 24 MAIN RISKS [Clip Art] The major factors in this fund's performance are interest rates and credit risk. When interest rates rise, bond prices generally fall. Generally, an increase in the fund's average maturity will make it more sensitive to interest rate risk. The fund could lose money if any bonds it owns are downgraded in credit rating or go into default. In general, lower-rated bonds have higher credit risks. If certain sectors or investments do not perform as the fund expects, it could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o Junk bonds and foreign securities may make the fund more sensitive to market or economic shifts in the U.S. and abroad. o If interest rate movements cause the fund's mortgage-related and callable securities to be paid off substantially earlier or later than expected, the fund's share price or yield could be hurt. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. Any U.S. government guarantees on portfolio securities do not apply to these securities' market value or current yield, or to fund shares. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ FINANCIAL HIGHLIGHTS [Clip Art] This table details the performance of the fund's shares, including total return information showing how much an investment in the fund has increased or decreased each year. Figures audited by Ernst & Young LLP. - -------------------------------------------------------------------------------------------------------------------------- Period ended: 12/96(1) 12/97 12/98 12/99 12/00 - -------------------------------------------------------------------------------------------------------------------------- Per share operating performance Net asset value, beginning of period $10.00 $10.19 $10.36 $10.51 $9.81 Net investment income (loss)(2) 0.23 0.68 0.63 0.64 0.64 Net realized and unrealized gain (loss) on investments 0.21 0.24 0.32 (0.70) 0.50 Total from investment operations 0.44 0.92 0.95 (0.06) 1.12 Less distributions: Dividends from net investment income (0.23) (0.68) (0.63) (0.64) (0.64) Distributions from net realized gain on investments sold (0.02) (0.07) (0.17) -- -- Total distributions (0.25) (0.75) (0.80) (0.64) (0.64) Net asset value, end of period $10.19 $10.36 $10.51 $9.81 $10.29 Total investment return(3,4) (%) 4.42(5) 9.30 9.41 (0.51) 11.89 Ratios and supplemental data Net assets, end of period (000s omitted) ($) 1,056 3,682 10,669 12,531 25,173 Ratio of expenses to average net assets (%) 0.75(6) 0.75 0.75 0.75 0.75 Ratio of adjusted expenses to average net assets(7) (%) 4.15(6) 2.53 1.34 1.01 0.92 Ratio of net investment income (loss) to average net assets (%) 6.69(6) 6.57 5.93 6.39 6.47 Portfolio turnover rate (%) 45 193 367 307 298 (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) The total returns would have been lower had certain expenses not been reduced during the periods shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. 25 V.A. High Yield Bond Fund GOAL AND STRATEGY [Clip Art] The fund seeks to maximize current income without assuming undue risk. Capital appreciation is a secondary goal. In pursuing these goals, the fund normally invests at least 65% of assets in U.S. and foreign bonds rated BBB/Baa or lower and their unrated equivalents. The fund may invest up to 30% of assets in junk bonds rated CC/Ca and their unrated equivalents. There is no limit on the fund's average maturity. In managing the fund's portfolio, the managers concentrate on industry allocation and securities selection: deciding which types of industries to emphasize at a given time, and then which individual bonds to buy. The managers use top-down analysis to determine which industries may benefit from current and future changes in the economy. In choosing individual securities, the managers use bottom-up research to find securities that appear comparatively undervalued. The managers look at the financial condition of the issuers as well as the collateralization and other features of the securities themselves. The managers also look at companies' financing cycles to determine which types of securities (for example, bonds, preferred stocks or common stocks) to favor. The fund typically invests in a broad range of industries, although it may invest up to 40% of assets in electric utilities and telecommunications companies. The fund may use certain higher-risk investments, including derivatives (investments whose value is based on indexes, securities or currencies) and restricted or illiquid securities. In addition, the fund may invest up to 20% of net assets in U.S. and foreign stocks. In abnormal market conditions, the fund may temporarily invest more than 35% of assets in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. ================================================================================ PORTFOLIO MANAGERS Arthur N. Calavritinos, CFA - -------------------------------- Vice president of adviser Joined fund team in 1998 Joined adviser in 1988 Began business career in 1986 Frederick L. Cavanaugh, Jr. - -------------------------------- Senior vice president of adviser Joined fund team in 1998 Joined adviser in 1986 Began business career in 1975 Janet L. Clay, CFA - -------------------------------- Vice president of adviser Joined fund team in 1998 Joined adviser in 1995 Began business career in 1990 Daniel S. Janis - -------------------------------- Second vice president of adviser Joined fund team in 1999 Joined adviser in 1999 Senior risk manager at BankBoston (1997-1998) Manager of forward desk at Morgan Stanley (1991-1997) Began business career in 1984 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1998 1999 2000 -9.81% 13.12% -6.08% 2001 total return as of March 31: 1.15% Best quarter: Q2 `99, 4.51% Worst quarter: Q3 `98, -14.84% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 year -6.08% -5.86% Life of fund - began 1/6/98 -1.41% -1.81%* Index: Lehman Brothers U.S. Corporate High Yield Bond Index, an unmanaged index of high-yield bonds. *As of December 31, 1997. 26 MAIN RISKS [Clip Art] The major factors in the fund's performance are interest rates and credit risk. When interest rates rise, bond prices generally fall. Generally, an increase in the fund's average maturity will make it more sensitive to interest rate risk. Credit risk depends largely on the perceived financial health of bond issuers. In general, lower-rated bonds have higher credit risks. Junk bond prices can fall on bad news about the economy, an industry or a company. Share price, yield and total return may fluctuate more than with less aggressive bond funds. The fund could lose money if any bonds it owns are downgraded in credit rating or go into default. If certain industries or investments do not perform as the fund expects, it could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. o If interest rate movements cause the fund's callable securities to be paid off substantially earlier or later than expected, the fund's share price or yield could be hurt. o If the fund concentrates its investments in telecommunications or electric utilities, its performance could be tied more closely to those industries than to the market as a whole. o Stock investments may go down in value due to stock market movements or negative company or industry events. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ FINANCIAL HIGHLIGHTS [Clip Art] This table details the performance of the fund's shares, including total return information showing how much an investment in the fund has increased or decreased during the year. Figures audited by Ernst & Young LLP. - ------------------------------------------------------------------------------------------------- Period ended: 12/98(1) 12/99 12/00 - ------------------------------------------------------------------------------------------------- Per share operating performance Net asset value, beginning of period $10.00 $8.22 $8.31 Net investment income (loss)(2) 0.90 0.88 0.94 Net realized and unrealized gain (loss) on investments (1.82) 0.16 (1.40) Total from investment operations (0.92) 1.04 (0.46) Less distributions: Dividends from net investment income (0.84) (0.88) (0.94) Distributions from net realized gain on investments sold -- (0.07) (0.23) Tax return of capital (0.02) -- -- Total distributions (0.86) (0.95) (1.17) Net asset value, end of period $8.22 $8.31 $6.68 Total investment return(3,4) (%) (9.80)(5) 13.12 (6.08) Ratios and supplemental data Net assets, end of period (000s omitted) ($) 8,120 9,287 7,219 Ratio of expenses to average net assets (%) 0.85(6) 0.85 0.85 Ratio of adjusted expenses to average net assets(7) (%) 1.15(6) 1.03 1.24 Ratio of net investment income (loss) to average net assets (%) 9.85(6) 10.56 12.12 Portfolio turnover rate (%) 102 122 56 (1) Began operations on January 6, 1998. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) The total returns would have been lower had certain expenses not been reduced during the period shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. 27 V.A. Money Market Fund GOAL AND STRATEGY [Clip Art] The fund seeks the maximum current income that is consistent with maintaining liquidity and preserving capital. The fund intends to maintain a stable $1 share price. The fund invests only in dollar-denominated securities rated within the two highest short-term credit categories and their unrated equivalents. These securities may be issued by: o U.S. and foreign companies o U.S. and foreign banks o U.S. and foreign governments o U.S. agencies, states and municipalities o International organizations such as the World Bank and the International Monetary Fund The fund may also invest in repurchase agreements based on these securities. The fund maintains an average dollar-weighted maturity of 90 days or less, and does not invest in securities with remaining maturities of more than 13 months. In managing the portfolio, the management team searches aggressively for the best values on securities that meet the fund's credit and maturity requirements. The team tends to favor corporate securities and looks for relative yield advantages between, for example, a company's secured and unsecured short-term debt obligations. ================================================================================ PORTFOLIO MANAGERS Team of money market research analysts and portfolio managers YIELD INFORMATION For the fund's 7-day effective yield, call 1-800-824-0335 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time. This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 4.90% 4.90% 4.60% 5.90% 2001 total return as of March 31: 1.30% Best quarter: Q1 `98, 1.25% Worst quarter: Q1 `99, 1.06% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund 1 year 5.90% Life of fund - began 8/29/96 5.00% 28 MAIN RISKS [Clip Art] The value of your investment will be most affected by short-term interest rates. If interest rates rise sharply, the fund could underperform its peers or lose money. An issuer of securities held by the fund could default or have its credit rating downgraded. Foreign investments carry additional risks, including inadequate or inaccurate financial information and social or political instability. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund seeks to preserve the value of your investment at $1 per share, it is possible to lose money by investing in the fund. ================================================================================ FINANCIAL HIGHLIGHTS [Clip Art] This table details the performance of the fund's shares, including total return information showing how much an investment in the fund has increased or decreased each year. Figures audited by Ernst & Young LLP. - --------------------------------------------------------------------------------------------------------------------------- Period ended: 12/96(1) 12/97 12/98 12/99 12/00 - --------------------------------------------------------------------------------------------------------------------------- Per share operating performance Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 Net investment income (loss)(2) 0.02 0.05 0.05 0.05 0.06 Less distributions: Dividends from net investment income (0.02) (0.05) (0.05) (0.05) (0.06) Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 Total investment return(3) (%) 1.61(4,5) 4.88(5) 4.87 4.58 5.90 Ratios and supplemental data Net assets, end of period (000s omitted) ($) 207 8,377 16,519 32,952 73,917 Ratio of expenses to average net assets (%) 0.75(6) 0.75 0.74 0.66 0.60 Ratio of adjusted expenses to average net assets(7) (%) 27.48(6) 1.27 -- -- -- Ratio of net investment income (loss) to average net assets (%) 4.68(6) 4.86 4.70 4.55 5.86 (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) Not annualized. (5) The total returns would have been lower had certain expenses not been reduced during the periods shown. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. 29 V.A. Strategic Income Fund GOAL AND STRATEGY [Clip Art] The fund seeks a high level of current income. In pursuing this goal, the fund invests primarily in the following categories of securities: o foreign government and corporate debt securities from developed and emerging markets o U.S. government and agency securities o U.S. junk bonds The fund may also invest in preferred stock and other types of debt securities. Although the fund invests in securities rated as low as CC/Ca and their unrated equivalents, it generally intends to keep its average credit quality in the investment-grade range. There is no limit on the fund's average maturity. In managing the portfolio, the managers allocate assets among the three major categories based on analysis of economic factors such as projected international interest rate movements, industry cycles and political trends. However, the managers may invest up to 100% of assets in any one category. Within each category, the managers look for securities that are appropriate for the overall portfolio in terms of yield, credit quality, structure and industry distribution. In selecting securities, relative yields and risk/reward ratios are the primary considerations. The fund may use certain higher-risk investments, including derivatives (investments whose value is based on indexes, securities or currencies) and restricted or illiquid securities. In addition, the fund may invest up to 10% of net assets in U.S. or foreign stocks. In abnormal market conditions, the fund may temporarily invest extensively in investment-grade short-term securities. In these and other cases, the fund might not achieve its goal. The fund may trade securities actively, which could increase its transaction costs, thus lowering performance. ================================================================================ PORTFOLIO MANAGERS Frederick L. Cavanaugh, Jr. - --------------------------------- Senior vice president of adviser Joined fund team in 1996 Joined adviser in 1986 Began business career in 1975 Arthur N. Calavritinos, CFA - --------------------------------- Vice president of adviser Joined fund team in 1996 Joined adviser in 1988 Began business career in 1986 Janet L. Clay, CFA - --------------------------------- Vice president of adviser Joined fund team in 1998 Joined adviser in 1995 Began business career in 1990 Daniel S. Janis - --------------------------------- Second vice president of adviser Joined fund team in 1999 Joined adviser in 1999 Senior risk manager at BankBoston (1997-1998) Manager of forward desk at Morgan Stanley (1991-1997) Began business career in 1984 PAST PERFORMANCE [Clip Art] The graph shows how the fund's total return has varied from year to year, while the table shows performance over time (along with a broad-based market index for reference). This information may help provide an indication of the fund's risks. All figures assume dividend reinvestment but do not include variable contract charges (see attached variable product prospectus). Past performance does not indicate future results. - -------------------------------------------------------------------------------- Year-by-year total returns -- calendar years - -------------------------------------------------------------------------------- 1997 1998 1999 2000 11.77% 4.92% 4.82% 1.40% 2001 total return as of March 31: 1.06% Best quarter: Q2 `97, 6.28% Worst quarter: Q3 `98, -2.79% - -------------------------------------------------------------------------------- Average annual total returns-- for periods ending 12/31/00 - -------------------------------------------------------------------------------- Fund Index 1 year 1.40% 11.85% Life of fund - began 8/29/96 6.72% 7.70% Index: Lehman Brothers Government/Credit Bond Index, an unmanaged index of U.S. government, U.S. corporate and Yankee bonds. 30 MAIN RISKS [Clip Art] The fund's risk profile depends on its sector allocation. In general, investors should expect fluctuations in share price, yield and total return that are above average for bond funds. When interest rates rise, bond prices generally fall. Generally, an increase in the fund's average maturity will make it more sensitive to interest rate risk. A fall in worldwide demand for U.S. government securities could also lower the prices of these securities. The fund could lose money if any bonds it owns are downgraded in credit rating or go into default. In general, lower-rated bonds have higher credit risks, and their prices can fall on bad news about the economy, an industry or a company. If certain allocation strategies or certain industries or investments do not perform as the fund expects, it could underperform its peers or lose money. To the extent that the fund makes investments with additional risks, those risks could increase volatility or reduce performance: o Foreign investments carry additional risks, including potentially unfavorable currency exchange rates, inadequate or inaccurate financial information and social or political instability. These risks are greater in emerging markets. o If interest rate movements cause the fund's callable securities to be paid off substantially earlier or later than expected, the fund's share price or yield could be hurt. o Stock investments may go down in value due to stock market movements or negative company or industry events. o In a down market, higher-risk securities and derivatives could become harder to value or to sell at a fair price. o Certain derivatives could produce disproportionate losses and are generally considered more risky than direct investments. ================================================================================ FINANCIAL HIGHLIGHTS [Clip Art] This table details the performance of the fund's shares, including total return information showing how much an investment in the fund has increased or decreased each year. Figures audited by Ernst & Young LLP. - ------------------------------------------------------------------------------------------------------------------------------------ Period ended: 12/96(1) 12/97 12/98 12/99 12/00 - ------------------------------------------------------------------------------------------------------------------------------------ Per share operating performance Net asset value, beginning of period $10.00 $10.30 $10.47 $10.10 $9.77 Net investment income (loss)(2) 0.27 0.91 0.85 0.80 0.83 Net realized and unrealized gain (loss) on investments 0.36 0.26 (0.35) (0.33) (0.71) Total from investment operations 0.63 1.17 0.50 0.47 0.12 Less distributions: Dividends from net investment income (0.27) (0.91) (0.85) (0.80) (0.83) Distributions from net realized gain on investments sold (0.06) (0.09) (0.02) -- (0.09) Total distributions (0.33) (1.00) (0.87) (0.80) (0.92) Net asset value, end of period $10.30 $10.47 $10.10 $9.77 $8.97 Total investment return(3) (%) 6.45(4,5) 11.77(5) 4.92(5) 4.82(5) 1.40 Ratios and supplemental data Net assets, end of period (000s omitted) ($) 2,131 5,540 15,019 22,282 34,472 Ratio of expenses to average net assets (%) 0.85(6) 0.85 0.85 0.85 0.76 Ratio of adjusted expenses to average net assets(7) (%) 2.28(6) 1.37 0.93 0.87 -- Ratio of net investment income (loss) to average net assets (%) 7.89(6) 8.77 8.19 8.06 8.91 Portfolio turnover rate (%) 73 110 92 53(8) 53 (1) Began operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) Not annualized. (5) The total returns would have been lower had certain expenses not been reduced during the periods shown. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. (8) Porfolio turnover rate excludes merger activity. 31 Account information - -------------------------------------------------------------------------------- BUYING AND SELLING FUND SHARES When you invest in a Declaration fund through a variable contract, your premium payments are used to buy units of an insurance company separate account that then buys shares of the fund. The shares are purchased at net asset value (NAV) and are generally credited to the separate account immediately after the fund accepts payment from the insurance company. In unusual circumstances or to protect shareholders, a fund may refuse a purchase order, especially when the adviser believes the order might be large enough to disrupt the fund's management. A fund may also temporarily suspend the offering of its shares. Shares are sold at the next NAV to be determined after the fund accepts the sell request. The sales proceeds are normally forwarded by bank wire to the insurance company on the next business day. In unusual circumstances, the fund may temporarily suspend the processing of sell requests. It may also postpone the payment of sales proceeds for up to seven days or longer, as allowed by federal securities laws. - -------------------------------------------------------------------------------- VALUING FUND SHARES The NAV for each fund is determined each business day at the close of business on the New York Stock Exchange (typically 4:00 P.M. Eastern Time). The Exchange is typically open Monday through Friday. Except for V.A. Money Market Fund, which values its securities at amortized cost, securities in a fund's portfolio are generally valued on the basis of market quotations and valuations provided by independent pricing services. The funds may also value securities at fair value, especially if market quotations are not readily available or if the securities' value has been materially affected by events following the close of a foreign market. Fair value is determined according to procedures approved by the funds' board of trustees. If a fund uses this method, the securities' prices may be higher or lower than the same securities held by another fund using market quotations. - -------------------------------------------------------------------------------- FUND EXPENSES Management fees The management fees paid to the investment adviser by the John Hancock Declaration funds last year are as follows: - -------------------------------------------------------------------------------- Equity Funds % of net assets - -------------------------------------------------------------------------------- V.A. Core Equity Fund 0.70% V.A. 500 Index Fund 0.10% V.A. Large Cap Growth Fund 0.75% V.A. Mid Cap Growth Fund 0.75% V.A. Relative Value Fund 0.60% V.A. Small Cap Growth Fund 0.75% V.A. Sovereign Investors Fund 0.60% - -------------------------------------------------------------------------------- International Funds - -------------------------------------------------------------------------------- V.A. International Fund 0.90% - -------------------------------------------------------------------------------- Sector Funds - -------------------------------------------------------------------------------- V.A. Financial Industries Fund 0.80% V.A. Regional Bank Fund 0.80% - -------------------------------------------------------------------------------- Income Funds - -------------------------------------------------------------------------------- V.A. Bond Fund 0.50% V.A. High Yield Bond Fund 0.60% V.A. Money Market Fund 0.50% V.A. Strategic Income Fund 0.60% The adviser pays subadvisory fees out of its own assets, and no fund is responsible for paying a fee to its subadviser. Expense limitation The adviser may reduce its fee or make other arrangements to limit each fund's expenses to a specified percentage of average daily net assets. The adviser has agreed to limit temporarily each fund's expenses to 0.25% of average net assets, excluding management fees, at least until April 30, 2002. If annual expenses fall below this limitation at the end of any fund's fiscal year, the adviser can impose the full fee and recover any other payments up to the amount of the limitation. - -------------------------------------------------------------------------------- DIVIDENDS AND TAXES All income and capital gain distributions are automatically reinvested in additional shares of the fund at net asset value and are includable in the separate accounts holding these shares. For a discussion of the tax status of your variable contract, including the tax consequences of withdrawals or other payments, refer to the prospectus of your insurance company's separate account. 32 ACCOUNT INFORMATION Fund details - -------------------------------------------------------------------------------- BUSINESS STRUCTURE The diagram below shows the basic business structure used by the Declaration funds. The funds' board of trustees oversees the funds' business activities and retains the services of the various firms that carry out the funds' operations. The trustees of the Declaration funds have the power to change the funds' investment goals without shareholder or contract holder approval. ------------------------ Variable contract holders ------------------------ ------------------------ Insurance company separate accounts ------------------------ ------------------------ Declaration funds ------------------------ --------------------------------------------------- Subadvisers Independence Investment LLC 53 State Street Boston, MA 02109 Nicholas-Applegate Capital Management 600 West Broadway San Diego, California 92101 Provide portfolio management to certain funds. --------------------------------------------------- --------------------------------------------------- Investment adviser John Hancock Advisers, Inc. 101 Huntington Avenue Boston, MA 02199-7603 Manages the funds' business and investment activities. --------------------------------------------------- --------------------------------------------------- Custodians Investors Bank & Trust Co. State Street Bank and Trust Company Hold the funds' assets, settle all portfolio trades and collect most of the valuation data required for calculating each fund's NAV. --------------------------------------------------- --------------------------------------------------- Trustees Oversee the funds' activities. --------------------------------------------------- FUND DETAILS 33 For more information - -------------------------------------------------------------------------------- This prospectus should be used with the variable contract/product prospectus. Two documents are available that offer further information on the John Hancock Declaration funds: Annual/Semiannual Report to Shareholders Includes financial statements, a discussion of the market conditions and investment strategies that significantly affected performance, as well as the auditors' report (in annual report only). Statement of Additional Information (SAI) The SAI contains more detailed information on all aspects of the funds. The current annual report is included in the SAI. A current SAI has been filed with the Securities and Exchange Commission and is incorporated by reference into (is legally a part of) this prospectus. To request a free copy of the current annual/semiannual report or the SAI, please contact John Hancock: By mail: John Hancock Annuity Servicing Office 529 Main St. (X-4) Charlestown, MA 02129 By phone: 1-800-824-0335 On the Internet: www.jhfunds.com Or you may view or obtain these documents from the SEC: In person: at the SEC's Public Reference Room in Washington, DC. For access to the Reference Room call 1-202-942-8090 By mail: Public Reference Section Securities and Exchange Commission Washington, DC 20549-0102 (duplicating fee required) By electronic request: publicinfo@sec.gov (duplicating fee required) On the Internet: www.sec.gov SEC file number 811-07437 [LOGO](R) John Hancock Funds, Inc. MEMBER NASD 101 Huntington Avenue Boston, MA 02199-7603 Mutual Funds Institutional Services Private Managed Accounts Retirement Plans Insurance Services (C)2001 JOHN HANCOCK FUNDS, INC. VA00P 5/01 JOHN HANCOCK DECLARATION TRUST Statement of Additional Information May 1, 2001 John Hancock V.A. Core Equity Fund John Hancock V.A. 500 Index Fund John Hancock V.A. Large Cap Growth Fund John Hancock V.A. Mid Cap Growth Fund John Hancock V.A. Relative Value Fund John Hancock V.A. Small Cap Growth Fund John Hancock V.A. Sovereign Investors Fund John Hancock V.A. International Fund John Hancock V.A. Financial Industries Fund John Hancock V.A. Regional Bank Fund John Hancock V.A. Technology Fund John Hancock V.A. Bond Fund John Hancock V.A. High Yield Bond Fund John Hancock V.A. Money Market Fund John Hancock V.A. Strategic Income Fund (each, a "Fund" and collectively, the "Funds") This Statement of Additional Information provides information about John Hancock Declaration Trust (the "Trust") and the Funds, in addition to the information that is contained in the Funds' current Prospectuses. (the "Prospectuses"). This Statement of Additional Information is not a prospectus. It should be read in conjunction with the Prospectuses, a copy of which can be obtained free of charge by writing or telephoning: John Hancock Annuity Servicing Office 529 Main Street (X-4) Charlestown, Massachusetts 02129 1-800-824-0335 Table of Contents Page Organization of the Trust................................................ 3 Eligible Investors....................................................... 3 Investment Policies and Strategies....................................... 4 Equity................................................................... 4 International............................................................ 7 Sector................................................................... 8 Income................................................................... 10 Risk Factors Investments and Techniques.................................. 12 Investment Restrictions.................................................. 33 Those Responsible for Management......................................... 37 Investment Advisory and Other Services................................... 42 Distribution Contracts................................................... 47 Net Asset Value.......................................................... 47 Special Redemptions...................................................... 48 Description of the Trust's Shares........................................ 48 Dividends................................................................ 50 Tax Status............................................................... 50 Calculation of Performance............................................... 53 Brokerage Allocation..................................................... 56 Shareholder Servicing Agent.............................................. 58 Custody of Portfolio..................................................... 59 Independent Auditors .................................................... 59 Appendix - Description of Bond Ratings................................... A-1 Financial Statements..................................................... F-1 2 ORGANIZATION OF THE TRUST John Hancock Declaration Trust (the "Trust") is an open-end investment management company organized as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts. The Trust currently has fifteen series of shares designated as: John Hancock V.A. International Fund ("International Fund"); John Hancock V.A. Regional Bank Fund ("Regional Bank Fund"); John Hancock V.A. Financial Industries Fund ("Financial Industries Fund"); John Hancock V.A. Technology Fund ("Technology Fund"); John Hancock V.A. Small Cap Growth Fund ("Small Cap Growth Fund") (formerly John Hancock V.A. Emerging Growth Fund); John Hancock Mid Cap Growth Fund ("Mid Cap Growth Fund") (formerly John Hancock V.A. Special Opportunities Fund); John Hancock V.A. Large Cap Growth Fund ("Large Cap Growth Fund") (formerly John Hancock V.A. Growth Fund); John Hancock V.A. Relative Value Fund ("Relative Value Fund") (formerly John Hancock V.A. Large Cap Value Fund and before that, John Hancock V.A. Growth and Income Fund); John Hancock V.A. Core Equity Fund ("Core Equity Fund") (formerly John Hancock V.A. Independence Equity Fund); John Hancock V.A. Sovereign Investors Fund ("Sovereign Investors Fund"); John Hancock V.A. 500 Index Fund ("500 Index Fund"); John Hancock V.A. Bond Fund ("Bond Fund") (formerly John Hancock V.A. Sovereign Bond Fund); John Hancock V.A. Strategic Income Fund ("Strategic Income Fund"); John Hancock V.A. High Yield Bond Fund ("High Yield Bond Fund"); and John Hancock V.A. Money Market Fund ("Money Market Fund"). The investment adviser of each Fund is John Hancock Advisers, Inc. (the "Adviser"). The Adviser is an indirect wholly-owned subsidiary of John Hancock Life Insurance Company (formerly John Hancock Mutual Life Insurance Company); (the "Life Company"), a Massachusetts life insurance company chartered in 1862, with national headquarters at John Hancock Place, Boston, Massachusetts. The Life Company is wholly owned by John Hancock Financial Services, Inc., a Delaware Corporation, organized in February, 2000. The International Fund's Sub-adviser is Nicholas-Applegate Capital Management ("Nicholas-Applegate"). The investment Sub-adviser of Core Equity Fund is Independence Investment LLC ("Independence"). The Technology Fund's Sub-adviser is American Fund Advisors, Inc. ("AFA"). Together AFA, Independence and Nicholas-Applegate are sometimes referred to herein collectively as the "Sub-advisers" or, individually, as the "Sub-adviser." The Sub-advisers are responsible for providing investment advice to their respective Funds, subject to the review of the trustees and overall supervision of the Adviser. Independence is a wholly owned indirect subsidiary of the Life Company. ELIGIBLE INVESTORS The following information supplements the discussion of each Fund's investment objective and policies discussed in the Prospectuses. The Funds are designed to serve as investment vehicles for variable annuity and variable life insurance contracts (the "Variable Contracts") offered by the separate accounts of various insurance companies. Participating insurance companies are the owners of shares of beneficial interest in each Fund of the Trust. In accordance with any limitations set forth in their Variable Contracts, contract holders may direct, through their participating insurance companies, the allocation of amounts available for investment among the Funds. Instructions for any such allocation, or for the purchase or redemption of shares of a Fund, must be made by the investor's participating insurance company's separate account as the owner of the Fund's shares. The rights of participating insurance companies as owners of shares of a Fund are different from the rights of contract holders under their Variable Contracts. The term "shareholder" in this Statement of Additional Information refers only to participating insurance companies, and not to contract holders. 3 INVESTMENT POLICIES AND STRATEGIES Each Fund has its own distinct investment objective and policies. In striving to meet its objective, each Fund will face the challenges of changing business, economic and market conditions. There is no assurance that the Funds will achieve their investment objectives. The following information supplements the discussion of each Fund's investment objective and policies as discussed in the prospectuses. Each Fund has adopted investment restrictions detailed in the "Investment Restrictions" section of this Statement of Additional Information. Some of these restrictions may help to reduce investment risk. Those restrictions designated as fundamental may not be changed without shareholder approval. Each Fund's investment objective, investment policies and non-fundamental restrictions, however, may be changed by a vote of the Trustees without shareholder approval. If there is a change in a Fund's investment objective, investors should consider whether the Fund remains an appropriate investment in light of their current financial position and needs. EQUITY Core Equity Fund The CORE EQUITY FUND seeks above-average total return (capital appreciation plus income). To pursue this goal, the Fund normally invests at least 65% of assets in a diversified portfolio of primarily large capitalization stocks. The portfolio's risk profile is similar to that of the Standard & Poor's 500 Stock Index. Consequently, the Fund invests in a number of industry groups without concentrating in any particular industry. The managers select from a menu of stocks of approximately 550 companies that evolves over time. Approximately 70% to 80% of these companies also are included in the S&P 500 Index. The Sub-adviser's investment research team is organized by industry and tracks these companies to develop earnings estimates and five-year projections for growth. A series of proprietary computer models use this in-house research to rank the stocks according to their combination of: (1) value, meaning they appear to be underpriced; and (2) improving fundamentals, meaning they show potential for strong growth. The Fund may invest in certain other types of equity and debt securities, including securities of foreign issuers which are U.S. dollar denominated and traded on a U.S. exchange in the form of common stocks or American Depositary Receipts. The fixed income securities of the Fund will be rated "investment grade" (i.e., rated BBB or better by Standard & Poor's Ratings Group ("S&P") or Baa or better by Moody's Investors Service, Inc. ("Moody's")) or, if unrated, determined to be of investment grade quality by the Adviser or Sub-adviser. 500 Index Fund The 500 INDEX FUND seeks to provide investment results that correspond to the total return performance of the Standard & Poor's 500 Stock Price Index ("S&P 500 Index"). To pursue this goal, the Fund normally invests at least 80% of its total assets in common stocks of the companies that comprise the S&P 500 Index. The Fund tries to allocate the stocks held in its portfolio in approximately the same proportions as they are represented in the S&P 500 Index, in an attempt to minimize the degree to which the Fund's investment results (before Fund expenses) differ from those of the Index ("tracking error"). This "indexing" technique is a passive approach to investing and is designed for long-term investors seeking a diversified portfolio of common stocks. Unlike other equity 4 funds which seek to "beat" stock market averages, the Fund attempts to "match" the total return performance of the S&P 500 Index and thus provide a predictable return relative to the benchmark. The degree to which the Fund's performance correlates with that of the S&P 500 Index will depend upon the size and cash flows of the Fund, the liquidity of the securities represented in the Index and the Fund's expenses, among other factors. There is no fixed number of component stocks in which the Fund will invest, and there can be no assurance that the Fund's total return will match that of the S&P 500 Index. For a description of the investment characteristics of the S&P 500 Index, see "The S&P 500 Index." If John Hancock Financial Services, Inc. or any other affiliated company of John Hancock Advisers, Inc. (each an "Affiliated Company") is included in the S&P 500 Index, the Fund may purchase the Affiliated Company's stock and maintain its position in that stock in the approximate percentage that the Affiliated Company is represented on the S&P 500 Index. The Fund's purchase of an Affiliated Company's stock must also be in compliance with Rule 12d3-1(a) and (b). If extraordinary circumstances warrant, the Fund may exclude a stock held in the S&P 500 Index and include a similar stock in its place if doing so will help the Fund achieve its objective. Additionally, the Fund may invest in certain short-term fixed income securities such as cash equivalents, although cash and cash equivalents are normally expected to represent less than 1% of the Fund's assets (excluding cash and cash equivalents segregated in relation to futures contracts). The Fund may also enter into futures contracts and options in order to invest uncommitted cash balances, to maintain liquidity to meet shareholder redemptions, or to minimize trading costs. The Fund will not invest in cash equivalents, futures contracts or options as part of a temporary defensive strategy. Large Cap Growth Fund The LARGE CAP GROWTH FUND seeks long-term capital appreciation. To pursue this goal, the Fund normally invests at least 65% of assets in stocks of large-capitalization companies (companies in the capitalization range of the Russell Top 200 Growth Index, which was $0.88 billion to $415.79 billion as of March 31, 2001). In choosing individual securities, the managers use fundamental financial analysis to identify companies with: (1) strong cash flows; (2) secure market franchises; and (3) sales growth that outpaces their industries. When management believes that current market or economic conditions warrant, the Fund may retain cash or invest in preferred stocks and other types of equity and debt securities. Fixed income securities held by the Fund may be rated as low as C by S&P or Moody's. No more than 5% of the Fund's assets will be invested in fixed income securities rated lower than BBB by S&P or Baa by Moody's or, if unrated, determined to be of comparable quality by the Adviser. The Fund may invest up to 15% of assets in foreign securities. Mid Cap Growth Fund The MID CAP GROWTH FUND seeks long-term capital appreciation. To pursue this goal, the Fund normally invests at least 80% of assets in stocks of medium capitalization companies (companies in the capitalization range of the Russell MidCap Growth Index, which was $0.02 billion to $19.37 billion as of March 31, 2001.) In choosing individual securities, the manager looks for companies with growth stemming from a combination of gains in market share and increased operating efficiency. The manager considers broad economic trends, demographic factors, technological changes, consolidation trends and legislative initiatives. 5 The Fund may invest up to 10% of total assets in the securities of foreign issuers, including, but not limited to, common stocks, sponsored or unsponsored American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), and Global Depositary Receipts ("GDRs"), convertible preferred stocks, preferred stocks and warrants. Under normal conditions, the Fund may not invest more than 10% of assets in cash and/or cash equivalents (except cash segregated in relation to futures, forward and option contracts). In addition, under normal conditions, the Fund will not invest in any fixed income securities. However, in abnormal conditions, the fund may temporarily invest in U.S. government securities with maturities of up to three years, and may also invest more than 10% of total assets in cash and/or cash equivalents (including U.S. government securities maturing in 90 days or less). The Fund may not invest more than 5% of assets at the time of purchase in any one security (other than U.S. government securities). Relative Value Fund The RELATIVE VALUE FUND seeks the highest total return (capital appreciation plus current income) that is consistent with reasonable safety of capital. To pursue this goal, the Fund invests in a diversified portfolio of stocks, bonds and money market securities. Although the Fund may concentrate in any of these asset classes, under normal circumstances it invests primarily in stocks. In selecting equity securities for the Fund, the portfolio manager emphasizes issuers whose equity securities trade at valuation ratios lower than comparable issuers. Some of the valuation tools used include price to earnings, price to cash flow and price to sales ratios and earnings discount models. The Fund's portfolio will also include securities that the manager considers to have the potential for capital appreciation, due to potential recognition of earnings power or asset value which is not fully reflected in the securities' current market value. The manager attempts to identify investments which possess characteristics such as high relative value, intrinsic value, going concern value, net asset value and replacement book value. The manager also considers an issuer's financial strength, competitive position, projected future earnings and dividends and other investment criteria. The Fund may invest in U.S. Government securities and corporate bonds, notes and other debt securities of any maturity. The Fund may invest up to 15% of its net assets in junk bonds, including convertible securities, that may be rated as low as CC by S&P, Ca by Moody's or their unrated equivalents. The Fund may also invest up to 25% of its total assets in foreign securities (35% during adverse U.S. market conditions). The Fund is managed by Timothy E. Quinlisk, CFA. Mr. Quinlisk is a Senior Vice President of the Adviser and has managed the Fund since 1998 except between January and March 2000. Small Cap Growth Fund The SMALL CAP GROWTH FUND seeks long-term capital appreciation. To pursue this goal, the Fund normally invests at least 80% of total assets in stocks of small capitalization companies (companies in the capitalization range of the Russell 2000 Growth Index, which was $10 million to $4.20 billion on March 31, 2001.) The managers look for companies in the emerging growth phase of development that are not yet widely recognized. The Fund also may invest in established companies that, because of new management, products or opportunities, offer the possibility of accelerated earnings. For a description of some of the investment characteristics of smaller capitalization companies, see "Smaller Capitalization Companies." The Fund may invest up to 10% of total assets in the securities of foreign issuers, including, but not limited to, common stocks, sponsored or unsponsored American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs"), convertible preferred stocks, preferred stocks and warrants. Under normal conditions, the Fund may not invest more than 6 10% of assets in cash or cash equivalents (except cash segregated in relation to futures, forward and option contracts). In addition, under normal conditions, the Fund will not invest in any fixed income securities. However, in abnormal conditions, the fund may temporarily invest in U.S. government securities and U.S. government agency securities with maturities of up to three years, and may also invest more than 10% of total assets in cash and/or cash equivalents (including U.S. government securities maturing in 90 days or less). The Fund may not invest more than 5% of total assets at time of purchase in any one security (other than U.S. government securities). Sovereign Investors Fund The SOVEREIGN INVESTORS FUND seeks long-term growth of capital and income without assuming undue market risks. To pursue these goals, the Fund typically invests most of its assets in a diversified portfolio of stocks. Under normal conditions, at least 80% of the Fund's stock investments are in companies within the capitalization range of the Standard & Poor's 500 Index. On March 31, 2001, that range was $0.67 million to $415.79 billion. While there is considerable flexibility in the investment grade and type of security in which the Fund may invest, the Fund currently uses a strategy of investing at least 65% of stock investments in companies which have a record of having increased their dividend payout in each of the preceding ten or more years. This "dividend performers" strategy can be changed at any time. The Fund may also invest a smaller portion of its assets in corporate and U.S. Government fixed income securities. For defensive purposes, however, the Fund may temporarily hold a larger percentage of high grade liquid preferred stock or fixed income securities. The amount of the Fund's assets that may be invested in either equity or fixed income securities is not restricted and is based upon the judgement of the management team of what might best achieve the Fund's investment objective. The Fund's portfolio securities are selected mainly for their investment character based upon generally accepted elements of intrinsic value, including industry position, management, financial strength, earning power, marketability and prospects for future growth. The distribution or mix of various types of investments is based on general market conditions, the level of interest rates, business and economic conditions, and the availability of investments in the equity and fixed income markets. The fund may not invest more than 5% of total assets at time of purchase in any one security (other than U.S. government securities). Under normal conditions, the fund may not invest more than 10% of assets in cash or cash equivalents (except cash segregated in relation to futures, forward and option contracts). Fixed income securities held by the Fund may be rated as low as C by S&P or Moody's. No more than 5% of the Fund's assets will be invested in fixed income securities rated lower than BBB by S&P or Baa by Moody's or, if unrated, determined to be of comparable quality by the Adviser. If any security in Sovereign Investors Fund's portfolio falls below the Fund's minimum credit quality standards, as a result of a rating downgrade or the Adviser's determination, the Fund will dispose of the security as promptly as possible while attempting to minimize any loss. INTERNATIONAL International Fund The INTERNATIONAL FUND seeks long-term growth of capital. To pursue this goal, the Fund normally invests at least 80% of total assets in stocks of foreign companies. The Fund may invest up to 30% of total assets in emerging markets as classified by Morgan Stanley Capital International (MSCI). For a description of some of the investment characteristics of foreign securities, see "Foreign Securities and Emerging Countries." Generally, the Fund's portfolio contains securities of issuers from at least three countries other than the United States. 7 In managing the portfolio, the managers focus on a "bottom-up" analysis on the financial conditions and competitiveness of individual foreign companies. In analyzing specific companies for possible investment, the managers ordinarily look for several of the following characteristics: above-average per share earnings growth; high return on invested capital; a healthy balance sheet; sound financial and accounting policies and overall financial strength; strong competitive advantages; effective research, product development and marketing; and general operating characteristics that will enable the companies to compete successfully in their respective markets. The managers consider whether to sell a particular security when any of those factors materially changes. The managers allocate the Fund's assets among securities of countries that are expected to provide the best opportunities for meeting the Fund's investment objective. The Fund's foreign equities may include, but are not limited to, common stocks, convertible preferred stocks, preferred stocks, warrants, American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs"). The Fund may not invest more than 5% of total assets at time of purchase in any one security (other than U.S. government securities). SECTOR Financial Industries Fund The FINANCIAL INDUSTRIES FUND seeks capital appreciation. To pursue this goal, the Fund normally invests at least 65% of its total assets in equity securities of U.S. and foreign financial services companies. A financial services company is a firm that in its most recent fiscal year either (i) derived at least 50% of its revenues or earnings from financial services activities, or (ii) devoted at least 50% of its assets to such activities. Financial services companies provide financial services to consumers and businesses and include the following types of U.S. and foreign firms: commercial banks, thrift institutions and their holding companies; consumer and industrial finance companies; diversified financial services companies; investment banks; securities brokerage and investment advisory firms; financial holding companies; financial technology companies; real estate-related firms; leasing firms; insurance brokerages; and various firms in all segments of the insurance industry such as multi-line, property and casualty, and life insurance companies and insurance holding companies. In managing the portfolio, the managers focus primarily on stock selection rather than industry allocation. The managers use a strategy of investing in financial services companies that are currently undervalued, appear to be positioned for a merger, or are in a position to benefit from regulatory changes. This strategy can be changed at any time. For a description of the investment characteristics of the Financial Industries, see "Financial Industries." To avoid the need to sell equity securities to meet redemption requests, and to provide flexibility to take advantage of investment opportunities, the Fund may invest up to 15% of its net assets in investment grade short-term securities. The Fund may invest in debt securities of financial services companies and in debt and equity securities of companies outside of the financial services sector. The Fund may invest up to 5% of its net assets in below-investment grade debt securities, rated as low as CCC by S&P or Caa by Moody's or, if unrated, determined to be of comparable quality by the Adviser. 8 Regional Bank Fund The REGIONAL BANK FUND seeks long-term capital appreciation. To pursue this goal, the Fund normally invests at least 65% of total assets in stocks of regional banks and lending companies, including commercial and industrial banks, savings and loan associations and bank holding companies that receive a substantial portion of their income from banks. A regional bank is one that provides full service banking (i.e., savings accounts, checking accounts, commercial lending and real estate lending), whose assets are primarily of domestic origin, and which typically has a principal office outside of New York City and Chicago. The Fund may invest in banks that are not Federal Deposit Insurance Corporation insured (including any state or federally chartered savings and loan association). Although the managers will primarily seek opportunities for capital appreciation, many of the regional banks in which the Fund may invest pay regular dividends. Accordingly, the Fund also expects to receive moderate income. The Fund may also invest in other financial services companies, including companies with significant lending operations and "money center" banks. A "money center" bank is one with a strong international banking business and a significant percentage of international assets, which is typically located in New York or Chicago. In seeking growth opportunities, the Fund's management team may target banks with some or all of the following characteristics: (1) strong market position in a region with a healthy economy; (2) undiscovered fundamental strength evidenced by a low stock price relative earnings; (3) the potential to benefit from a merger or acquisition. For a description of the investment characteristics of the Banking Industry, see the "Banking Industry." To avoid the need to sell equity securities to meet redemption requests, and to provide flexibility to take advantage of investment opportunities, the Fund may invest up to 15% of its net assets in investment grade short-term securities. The Fund may invest up to 5% of its net assets in below-investment grade debt securities of Banks rated as low as CCC by S&P or Caa by Moody's or, if unrated, determined to be of comparable quality by the Adviser. Technology Fund The TECHNOLOGY FUND seeks long-term growth of capital. To pursue this goal, the Fund invests principally in equity securities of companies that rely extensively on technology in their product development or operations. Under normal market conditions, at least 65% of the Fund's total assets are invested in securities of the technology companies noted above. The Fund's portfolio is primarily comprised of U.S. and foreign common stocks and securities convertible into common stocks, including convertible bonds, convertible preferred stocks and warrants. Investments in U.S. and foreign companies that rely extensively on technology in product development or operations may be expected to benefit from scientific developments and the application of technical advances resulting from improving technology in many different fields, such as computer software and hardware (including internet-related technology), semiconductors, telecommunications, defense and commercial electronics, data storage and retrieval, biotechnology and others. Generally, investments will be made in securities of a company that relies extensively on technology in product development or operations only if a significant part of its assets are invested in, or a significant part of its total revenue or net income is derived from, technology. For a description of the investment characteristics of the technology industry, see "Technology-Intensive Companies." 9 The Fund may invest up to 10% of its net assets in fixed income securities that, at the time of investment, are rated CC or higher by Standard & Poor's Ratings Group ("Standard & Poor's") or Ca or higher be Moody's Investors Service, Inc. ("Moody's") or their equivalent, and unrated fixed income securities of comparable quality as determined by the Adviser. When market conditions suggest a need for a defensive investment strategy, the Fund may temporarily invest in short-term obligations of or securities guaranteed by the U.S. Government or its agencies or instrumentalities, high quality bank certificates of deposit and commercial paper. This temporary investment strategy is not designed to achieve the Fund's primary investment objective. INCOME Bond Fund The BOND FUND seeks to generate a high level of current income consistent with prudent investment risk. To pursue this goal, the Fund normally invests at least 65% of total assets in a diversified portfolio of debt securities. These include corporate bonds and debentures, as well as U.S. government and agency securities. In addition, the Fund contemplates at least 75% of the value of its total assets will be in (1) debt securities that have, at the time of purchase, a rating within the four highest grades as determined by Moody's Investors Service, Inc. ("Moody's") (Aaa, Aa, A or Baa) or Standard & Poor's ("S&P") (AAA, AA, A, or BBB); (2) debt securities of banks, the U.S. Government and its agencies or instrumentalities and other issuers which, although not rated as a matter of policy by either Moody's or S&P, are considered by the Fund to have investment quality comparable to securities receiving ratings within the four highest grades; and (3) cash and cash equivalents. Under normal conditions, the Fund may not invest more than 10% of total assets in cash and/or cash equivalents (except cash segregated in relation to futures, forward and options contracts). The Fund may also invest up to 25% of its total assets in fixed income securities rated below BBB by S&P or below Baa by Moody's or their respective equivalent ratings or in securities which are unrated. The Fund may invest in securities rated as low as CC or Ca and unrated securities of comparable credit quality as determined by the Adviser. These ratings indicate obligations that are highly speculative and often in default. Securities rated lower than Baa or BBB are high risk securities generally referred to as "junk bonds." See "High Yield/High Risk Debt Obligations." for a description of the risks and characteristics of the various ratings categories. The Fund may acquire individual securities of any maturity and is not subject to any limits as to the average maturity of its overall portfolio. The Fund may invest in securities of United States and foreign issuers. It is anticipated that under normal conditions, the Fund will not invest more than 25% of its total assets in foreign securities (excluding U.S. dollar-denominated Canadian securities). High Yield Bond Fund The HIGH YIELD BOND FUND seeks to maximize current income without assuming undue risk. Capital appreciation is a secondary goal. In pursuing these goals, the Fund normally invests at least 65% of its total assets in U.S. and foreign bonds rated Baa or lower by Moody's or BBB or lower by S&P or in unrated securities of comparable quality as determined by the Adviser. Up to 30% of the Fund's total assets may be invested in junk bonds rated Ca by Moody's or CC by S&P or in unrated securities of comparable quality as determined by the adviser. See "Lower Rated High Yield / High Risk Debt Obligations." for a description of the risks and characteristics of the various ratings categories. Up to 40% of the Fund's total assets may be invested in the securities of issuers in the electric utility and telecommunications industries. For all other industries, the limitation is 25% of assets. The Fund may also invest up to 20% of its net assets in U.S. or foreign equities. 10 The types of debt securities in which the Fund may invest include, but are not limited to, domestic and foreign corporate bonds, debentures, notes, convertible securities, preferred stocks, municipal obligations and government obligations. For liquidity and flexibility, the Fund may place up to 35% of its total assets in investment-grade short-term securities. In abnormal market conditions, it may invest more assets in these securities as a defensive tactic. The Fund also may invest in certain higher-risk investments, including options, futures and restricted securities. See "RISK FACTORS, INVESTMENTS AND TECHNIQUES." Money Market Fund The MONEY MARKET FUND seeks the maximum current income that is consistent with maintaining liquidity and preserving capital. The Fund invests in high-quality money market instruments including, but not limited to, U.S. Government, municipal and foreign government securities; obligations of supranational organizations (e.g., the World Bank and the International Monetary Fund); obligations of U.S. and foreign banks and other lending institutions; corporate obligations; repurchase agreements and reverse repurchase agreements. All of the Fund's investments are denominated in U.S. dollars. At the time the Money Market Fund acquires its investments, they will be rated (or issued by an issuer that is rated with respect to a comparable class of short-term debt obligations) in one of the two highest rating categories for short-term debt obligations assigned by at least two nationally recognized rating organizations (or one rating organization if the obligation was rated by only one such organization). These high quality securities are divided into "first tier" and "second tier" securities. First tier securities have received the highest rating from at least two rating organizations while second tier securities have received ratings within the two highest categories from at least two rating agencies, but do not qualify as first tier securities. The Fund may also purchase obligations that are not rated, but are determined by the Adviser, based on procedures adopted by the Trust's Board of Trustees, to be of comparable quality to rated first or second tier securities. The Fund may not purchase any second tier security if, as a result of its purchase (a) more than 5% of its total assets would be invested in second tier securities or (b) more than 1% of its total assets or $1 million (whichever is greater) would be invested in the second tier securities of a single issuer. The Fund seeks to maintain a constant $1.00 share price although there can be no assurance it will do so. All of the Fund's investments will mature in 397 days or less. The Fund will maintain an average dollar-weighted portfolio maturity of 90 days or less. Strategic Income Fund The STRATEGIC INCOME FUND seeks a high level of current income. In pursuing this goal, the Fund invests primarily in the following categories of securities: foreign government and foreign corporate securities from developed and emerging countries, U.S. Government and agency securities and lower-rated high yield, high risk, fixed income securities of U.S. issuers. Under normal circumstances, the Fund's assets are invested in each of the foregoing three categories. However, from time to time the Fund may invest up to 100% of its total assets in any one category. The Fund may invest up to 10% of its net assets in common stocks and similar equity securities of U.S. and foreign companies. No more than 25% of the Fund's total assets, at the time of purchase, will be invested in government securities of any one foreign country. The fixed income securities in 11 which the Fund may invest include bonds, debentures, notes (including variable and floating rate instruments), preferred and preference stock, zero coupon bonds, payment-in-kind securities, increasing rate note securities, participation interests, multiple class passthrough securities, collateralized mortgage obligations, stripped debt securities, other mortgage-backed securities, asset-backed securities and other derivative debt securities. Variable and floating rate instruments, mortgage-backed securities and asset-backed securities are derivative instruments that derive their value from an underlying security. Derivative securities are subject to additional risks. See "Risks Associated With Specific Types of Derivative Debt Securities." The Fund generally intends to keep its average credit quality in the investment grade range. However, the Fund may invest up to 100% of total assets in fixed income securities rated below Baa by Moody's or below BBB by S&P, or in securities which are unrated. The Fund may invest in securities rated as low as Ca or CC, which may indicate that the obligations are highly speculative and in default. Fixed income securities rated below Baa or BBB are commonly called "junk bonds." See "Lower Rated High Yield / High Risk Debt Obligations." for a description of the risks and characteristics of the various ratings categories. RISK FACTORS, INVESTMENTS AND TECHNIQUES Banking Industry. Since the Regional Bank Fund's investments will be concentrated in the banking industry, it will be subject to risks in addition to those that apply to the general equity market. Events may occur which significantly affect the entire banking industry. Thus, the Fund's share value may at times increase or decrease at a faster rate than the share value of a mutual fund with investments in many industries. In addition, despite some measure of deregulation, banks and other lending institutions are still subject to extensive governmental regulation which limits their activities. The availability and cost of funds to these entities is crucial to their profitability. Consequently, volatile interest rates and general economic conditions can adversely affect their financial performance and condition. The Fund is not a complete investment program. Because the Fund's investments are concentrated in the banking industry, an investment in the Fund may be subject to greater market fluctuations than a fund that does not concentrate in a particular industry. Thus, it is recommended that an investment in the Fund be considered only one portion of your overall investment portfolio. Banks, finance companies and other financial services organizations are subject to extensive governmental regulations which may limit both the amounts and types of loans and other financial commitments which may be made and the interest rates and fees which may be charged. The profitability of these concerns is largely dependent upon the availability and cost of capital funds, and has shown significant recent fluctuation as a result of volatile interest rate levels. Volatile interest rates will also affect the market value of debt securities held by the Fund. In addition, general economic conditions are important to the operations of these concerns, with exposure to credit losses resulting from possible financial difficulties of borrowers potentially having an adverse effect. Financial Industries. Since the Financial Industries Fund's investments will be concentrated in the financial services sector, it will be subject to risks in addition to those that apply to the general equity and debt markets. Events may occur which significantly affect the sector as a whole or a particular segment in which the Fund invests. Accordingly, the Fund may be subject to greater market volatility than a fund that does not concentrate in a particular economic sector or industry. Thus, it is recommended that an investment in the Fund be only a portion of your overall investment portfolio. In addition, most financial services companies are subject to extensive governmental regulation which limits their activities and may (as with insurance rate regulation) affect the ability to earn a profit from a given line of business. Certain financial services businesses are subject to intense competitive pressures, including market share and price competition. The removal of regulatory barriers to participation in certain segments of the financial services sector may also increase competitive pressures on different types of firms. For example, recent legislation removing traditional barriers between banking and investment banking activities will allow large commercial banks to compete for business that previously was the exclusive domain of securities firms. Similarly, the removal of regional barriers in the banking industry has intensified competition within the industry. 12 The availability and cost of funds to financial services firms is crucial to their profitability. Consequently, volatile interest rates and general economic conditions can adversely affect their financial performance. Financial services companies in foreign countries are subject to similar regulatory and interest rate concerns. In particular, government regulation in certain foreign countries may include controls on interest rates, credit availability, prices and currency movements. In some cases, foreign governments have taken steps to nationalize the operations of banks and other financial services companies. See "Foreign Securities & Emerging Countries." Technology-Intensive Companies. Since the Technology Fund's investments will be concentrated in technology-intensive companies, it will be subject to risks in addition to those that apply to the general equity and debt markets. Securities prices of technology-intensive companies have tended to be subject to greater volatility than securities prices in many other industries, due to particular factors affecting these industries. Competitive pressures may also have a significant effect on the financial condition of technology-intensive companies. For example, if the development of new technology continues to advance at an accelerated rate, and the number of companies and product offerings continues to expand, the companies could become increasingly sensitive to short product cycles and aggressive pricing. Accordingly, the Fund's performance will be particularly susceptible to factors affecting these companies as well as the economy as a whole. Smaller Capitalization Companies. Smaller capitalization companies may have limited product lines, market and financial resources, or they may be dependent on smaller or less experienced management groups. In addition, trading volume for these securities may be limited. Historically, the market price for these securities has been more volatile than for securities of companies with greater capitalization. However, securities of companies with smaller capitalization may offer greater potential for capital appreciation since they may be overlooked and thus undervalued by investors. Common Stocks. Common stocks are shares of a corporation or other entity that entitle the holder to a pro rata share of the profits of the corporation, if any, without preference over any other shareholder or class of shareholders, including holders of such entity's preferred stock and other senior equity. Ownership of common stock usually carries with it the right to vote and, frequently, an exclusive right to do so. Each Fund (other than Financial Industries Fund, Regional Bank Fund and Technology Fund) will diversify its investments in common stocks of companies in a number of industry groups. Common stocks have the potential to outperform fixed income securities over the long term. Common stocks provide the most potential for growth, yet are the more volatile of the two asset classes. Fixed Income Securities. Fixed income investments of each Fund may include bonds, notes, preferred stock and convertible fixed income securities issued by U.S. corporations or the U.S. Government and its political subdivisions. Under normal conditions, Mid Cap Growth Fund and Small Cap Growth Fund will not invest in any fixed income securities (other than preferred stock and cash equivalents). 13 Fixed income securities of corporate and governmental issuers are subject to the risk of an issuer's inability to meet principal and interest payments on the obligations (credit risk) and may also be subject to price volatility due to factors such as interest rate sensitivity, market perception of the issuer's creditworthiness and general market liquidity (market risk). Debt securities will be selected based upon credit risk analysis of issuers, the characteristics of the security and interest rate sensitivity of the various debt issues available from a particular issuer as well as analysis of the anticipated volatility and liquidity of the fixed income instruments. The longer a Fund's average portfolio maturity, the more the value of the portfolio and the net asset value of the Fund's shares will fluctuate in response to changes in interest rates. An increase in rates will generally decrease the value of the Fund's securities, while a decline in interest rates will generally increase their value. Preferred Stocks. Each Fund (other than 500 Index Fund and Money Market Fund) may invest in preferred stock. Preferred stock generally has a preference as to dividends and upon liquidation over an issuer's common stock but ranks junior to debt securities in an issuer's capital structure. Preferred stock generally pays dividends in cash (or additional shares of preferred stock) at a defined rate but, unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer's board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer's common stock until all unpaid preferred stock dividends have been paid. Preferred stock also may be subject to optional or mandatory redemption provisions. Convertible Securities. Each Fund (other than 500 Index Fund and Money Market Fund) may invest in convertible securities, which may include corporate notes or preferred stock but are ordinarily long-term debt obligations of the issuer convertible at a stated exchange rate into common stock of the same or another issuer. The Mid Cap Growth Fund and Small Cap Growth Fund may only invest in convertible preferred stock. As with all debt securities, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. The market value of convertible securities can also be heavily dependent upon the changing value of the equity securities into which these securities are convertible depending on whether the market price of the underlying security exceeds the conversion price. Convertible securities generally rank senior to common stocks in an issuer's capital structure and consequently entail less risk than the issuer's common stock. However, the extent of such risk reduction depends upon the degree to which the convertible security sells above its value as a fixed income security. In evaluating a convertible security, the Adviser or relevant Sub-adviser will give primary emphasis to the attractiveness of the underlying common stock. The S&P 500 Index. The S&P 500 Index is a capitalization weighted index comprised of 500 industrial, utility, transportation and financial companies in the United States markets. The S&P 500 Index represents approximately 75% of the total market capitalization of stocks traded in the U.S. equity market. The inclusion of a stock in the S&P 500 Index in no way implies that Standard & Poor's believes the stock to be an attractive investment. Because of the market-value weighting, the 50 largest companies in the S&P 500 Index currently account for approximately 54.80% of the Index. Typically, companies included in the S&P 500 Index are the largest and most dominant firms in their respective industries. As of March 31, 2001, the five largest companies in the Index were: General Electric (3.99%), Microsoft (2.81%), Exxon Mobil (2.71%), Pfizer (2.49%) and Citigroup (2.17%). The largest industry categories were: major pharmaceuticals (5.88%), integrated oil (5.12%), major telecommunications (5.11%), and major banks (4.43%) "Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," "Standard & Poor's 500," and "500" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by John Hancock Advisers, Inc. ("the Adviser"). The 500 Index Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's. Standard & Poor's makes no representation or warranty, express or implied, to the purchasers of the Fund or any member of the public regarding the advisability of investing in securities generally or in the 500 Index Fund particularly or the ability of the S&P 500 Index to track general stock market performance. Standard & Poor's only relationship to the Adviser is the licensing of certain trademarks 14 and trade names of Standard & Poor's and of the S&P 500 Index, which is determined, composed and calculated by Standard & Poor's without regard to the Adviser or the 500 Index Fund. Standard & Poor's has no obligation to take the needs of the Adviser or the purchasers of the 500 Index Fund into consideration in determining, composing or calculating the S&P 500 Index. Standard & Poor's is not responsible for and has not participated in the determination of the prices and amount of the 500 Index Fund, the timing of the issuance or sale of the 500 Index Fund or in the determination or calculation of the equation by which the 500 Index Fund is to be converted into cash. Standard & Poor's has no obligation or liability in connection with the administration, marketing or trading of the 500 Index Fund. STANDARD & POOR'S DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND STANDARD & POOR'S SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. STANDARD & POOR'S MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY JOHN HANCOCK ADVISERS, INC., THE TRUST, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. STANDARD & POOR'S MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL STANDARD & POOR'S HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. "SPDRS" AND OTHER INVESTMENT COMPANIES. Subject to the Fund's non-fundamental restriction (d), the Fund may invest in Standard & Poor's Depository Receipts ("SPDRs"), other exchange traded funds and other investment companies that are designed to track the S&P 500 Index. These investments have many of the same risks as direct investments in common stocks. The market value of these investment companies are expected to rise and fall as the S&P 500 Index rises and falls. If the Fund invests in an investment company, it would, in addition to its own expenses, indirectly bear its ratable share of the investment company's expenses. SPDRs represent an ownership interest in the SPDR Trust, which holds a portfolio of common stocks that closely tracks the price performance and dividend yield of the S&P 500 Index. SPDRs trade on the American Stock Exchange like shares of common stock. Foreign Securities and Emerging Countries. Each Fund (other than Core Equity Fund, 500 Index Fund, Sovereign Investors Fund and Money Market Fund) may invest in U.S. Dollar and foreign denominated securities of foreign issuers. The Core Equity Fund, 500 Index Fund, Sovereign Investors Fund and Money Market Fund may only invest in U.S. dollar denominated securities including those of foreign issuers which are traded on a U.S. Exchange. The International Fund, Small Cap Growth Fund, Technology Fund, High Yield Bond Fund and Strategic Income Fund may also invest securities of foreign issuers located in countries with emerging economies or securities markets. Investing in obligations of non-U.S. issuers and foreign banks, particularly securities of issuers located in emerging countries, may entail greater risks than investing in similar securities of U.S. issuers. These risks include (i) social, political and economic instability; (ii) the small current size of the markets for many such securities and the currently low or nonexistent volume of trading, which may result in a lack of liquidity and in greater price volatility; (iii) certain national policies which may restrict a Fund's investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests; (iv) foreign taxation; and (v) the absence of developed structures governing private or foreign investment or allowing for judicial redress for injury to private property. Investing in securities of non-U.S. companies may entail additional risks due to the potential political and economic instability of certain countries and the risks of expropriation, nationalization, confiscation or the imposition of restrictions on foreign investment and on repatriation of capital invested. In the event of such expropriation, nationalization or other confiscation by any country, a Fund could lose its entire investment in any such country. 15 In addition, even though opportunities for investment may exist in foreign countries, and in particular emerging markets, any change in the leadership or policies of the governments of those countries or in the leadership or policies of any other government which exercises a significant influence over those countries, may halt the expansion of or reverse the liberalization of foreign investment policies now occurring and thereby eliminate any investment opportunities which may currently exist. Investors should note that upon the accession to power of authoritarian regimes, the governments of a number of Latin American countries previously expropriated large quantities of real and personal property similar to the property which may be represented by the securities purchased by the Funds. The claims of property owners against those governments were never finally settled. There can be no assurance that any property represented by foreign securities purchased by a Fund will not also be expropriated, nationalized, or otherwise confiscated. If such confiscation were to occur, a Fund could lose a substantial portion of its investments in such countries. A Fund's investments would similarly be adversely affected by exchange control regulations in any of those countries. Certain countries in which the Funds may invest may have vocal minorities that advocate radical religious or revolutionary philosophies or support ethnic independence. Any disturbance on the part of such individuals could carry the potential for widespread destruction or confiscation of property owned by individuals and entities foreign to such country and could cause the loss of a Fund's investment in those countries. Certain countries prohibit or impose substantial restrictions on investments in their capital markets, particularly their equity markets, by foreign entities such as the Funds. As illustrations, certain countries require governmental approval prior to investments by foreign persons, or limit the amount of investment by foreign persons in a particular company, or limit the investment by foreign persons to only a specific class of securities of a company that may have less advantageous terms than securities of the company available for purchase by nationals. Moreover, the national policies of certain countries may restrict investment opportunities in issuers or industries deemed sensitive to national interests. In addition, some countries require governmental approval for the repatriation of investment income, capital or the proceeds of securities sales by foreign investors. A Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation, as well as by the application to it of other restrictions on investments. Foreign companies are subject to accounting, auditing and financial standards and requirements that differ, in some cases significantly, from those applicable to U.S. companies. In particular, the assets, liabilities and profits appearing on the financial statements of such a company may not reflect its financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance with U.S. generally accepted accounting principles. Most foreign securities held by the Funds will not be registered with the SEC and such issuers thereof will not be subject to the SEC's reporting requirements. Thus, there will be less available information concerning foreign issuers of securities held by the Funds than is available concerning U.S. issuers. In instances where the financial statements of an issuer are not deemed to reflect accurately the financial situation of the issuer, the Adviser or relevant Sub-adviser will take appropriate steps to evaluate the proposed investment, which may include on-site inspection of the issuer, interviews with its management and consultations with accountants, bankers and other specialists. There is substantially less publicly available information about foreign companies than there are reports and ratings published about U.S. companies and the U.S. Government. In addition, where public information is available, it may be less reliable than such information regarding U.S. issuers. Because the Funds (other than Core Equity Fund, 500 Index Fund, Sovereign Investors Fund and Money Market Fund) may invest, and International Fund will (under normal circumstances) invest, a portion of their total assets in securities which are denominated or quoted in foreign currencies, the strength or weakness of the U.S. dollar against such currencies may account for part of the Funds' investment performance. A decline in the value of any particular 16 currency against the U.S. dollar will cause a decline in the U.S. dollar value of a Fund's holdings of securities denominated in such currency and, therefore, will cause an overall decline in the Fund's net asset value and any net investment income and capital gains to be distributed in U.S. dollars to shareholders of the Fund. The rate of exchange between the U.S. dollar and other currencies is determined by several factors including the supply and demand for particular currencies, central bank efforts to support particular currencies, the movement of interest rates, the pace of business activity in certain other countries and the U.S., and other economic and financial conditions affecting the world economy. Although the Funds value their respective assets daily in terms of U.S. dollars, the Funds do not intend to convert their holdings of foreign currencies into U.S. dollars on a daily basis. However, the Funds may do so from time to time, and investors should be aware of the costs of currency conversion. Although currency dealers do not charge a fee for conversion, they do realize a profit based on the difference ("spread") between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one rate, while offering a lesser rate of exchange should the Fund desire to sell that currency to the dealer. Securities of foreign issuers, and in particular many emerging country issuers, may be less liquid and their prices more volatile than securities of comparable U.S. issuers. In addition, foreign securities exchanges and brokers are generally subject to less governmental supervision and regulation than in the U.S., and foreign securities exchange transactions are usually subject to fixed commissions, which are generally higher than negotiated commissions on U.S. transactions. In addition, foreign securities exchange transactions may be subject to difficulties associated with the settlement of such transactions. Delays in settlement could result in temporary periods when assets of a Fund are uninvested and no return is earned thereon. The inability of a Fund to make intended security purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Inability to dispose of a portfolio security due to settlement problems either could result in losses to a Fund due to subsequent declines in value of the portfolio security or, if the Fund has entered into a contract to sell the security, could result in possible liability to the purchaser. The Funds' investment income or, in some cases, capital gains from stock or securities of foreign issuers may be subject to foreign withholding or other foreign taxes, thereby reducing the Funds' net investment income and/or net realized capital gains. See "Tax Status." Foreign Currency Transactions. Each Fund (other than Core Equity Fund, 500 Index Fund, Sovereign Investors Fund and Money Market Fund) may engage in foreign currency transactions. Foreign currency transactions may be conducted on a spot (i.e., cash) basis at the spot rate for purchasing or selling currency prevailing in the foreign exchange market. Each Fund (other than Core Equity Fund, 500 Index Fund, Sovereign Investors Fund, and Money Market Fund) may also enter into forward foreign currency exchange contracts to hedge against fluctuations in currency exchange rates affecting a particular transaction or portfolio position. Forward contracts are agreements to purchase or sell a specified currency at a specified future date and price set at the time of the contract. Transaction hedging is the purchase or sale of forward foreign currency contracts with respect to specific receivables or payables of a Fund accruing in connection with the purchase and sale of its portfolio securities quoted or denominated in the same or related foreign currencies. Portfolio hedging is the use of forward foreign currency contracts to offset portfolio security positions denominated or quoted in the same or related foreign currencies. A Fund may elect to hedge less than all of its foreign portfolio positions as deemed appropriate by the Adviser. The Funds will not engage in speculative forward foreign currency exchange transactions. 17 If a Fund purchases a forward contract, the Fund will segregate cash or liquid securities in a separate account in an amount equal to the value of the Fund's total assets committed to the consummation of such forward contract. The assets in the segregated account will be valued at market daily and if the value of the securities in the separate account declines, additional cash or securities will be placed in the account so that the value of the account will be equal the amount of the Fund's commitment in forward contracts. Hedging against a decline in the value of a currency does not eliminate fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. Such transactions also preclude the opportunity for gain if the value of the hedged currency rises. Moreover, it may not be possible for the Funds to hedge against a devaluation that is so generally anticipated that the Fund is not able to contract to sell the currency at a price above the devaluation level it anticipates. Repurchase Agreements. Each Fund may enter into repurchase agreements. In a repurchase agreement the Fund buys a security for a relatively short period (usually not more than seven days) subject to the obligation to sell it back to the issuer at a fixed time and price plus accrued interest. Each Fund will enter into repurchase agreements only with member banks of the Federal Reserve System and with "primary dealers" in U.S. government securities. The Adviser or relevant Sub-adviser will continuously monitor the creditworthiness of the parties with whom a Fund enters into repurchase agreements. Each Fund has established a procedure providing that the securities serving as collateral for each repurchase agreement must be delivered to the Fund's custodian either physically or in book-entry form and that the collateral must be marked to market daily to ensure that each repurchase agreement is fully collateralized at all times. In the event of bankruptcy or other default by a seller of a repurchase agreement, a Fund could experience delays in liquidating the underlying securities and could experience losses, including the possible decline in the value of the underlying securities during the period in which the Fund seeks to enforce its rights thereto, possible subnormal levels of income or lack of access to income during this period, as well as the expense of enforcing its rights. A Fund will not invest in a repurchase agreement maturing in more than seven days, if such investment, together with other illiquid securities held by the Fund would exceed 15% (10% for Money Market Fund) of the Fund's net assets. Reverse Repurchase Agreements. Each Fund may also enter into reverse repurchase agreements which involve the sale of U.S. Government securities held in its portfolio to a bank with an agreement that the Fund will buy back the securities at a fixed future date at a fixed price plus an agreed amount of "interest" which may be reflected in the repurchase price. Reverse repurchase agreements are considered to be borrowings by a Fund. Reverse repurchase agreements involve the risk that the market value of securities purchased by a Fund with proceeds of the transaction may decline below the repurchase price of the securities sold by a Fund which it is obligated to repurchase. A Fund will also continue to be subject to the risk of a decline in the market value of the securities sold under the agreements because it will reacquire those securities upon effecting their repurchase. To minimize various risks associated with reverse repurchase agreements, a Fund will establish and maintain a separate account consisting of highly liquid securities, of any type or maturity, in an amount at least equal to the repurchase prices of the securities (plus any accrued interest thereon) under such agreements. In addition, a Fund will not enter into reverse repurchase agreements and other borrowings exceeding in the aggregate 33 1/3% of the market value of its total assets. A Fund will enter into reverse repurchase agreements only with selected registered broker/dealers or with federally insured banks or savings and loan associations which are approved in advance as being creditworthy by the Trustees. Under procedures established by the Trustees, the Adviser will monitor the creditworthiness of the firms involved. 18 Restricted Securities. Each Fund may purchase securities that are not registered ("restricted securities") under the Securities Act of 1933 ("1933 Act"), including commercial paper issued in reliance on section 4(2) of the 1933 Act and securities offered and sold to "qualified institutional buyers" under Rule 144A under the 1933 Act. The Fund will not invest more than 15% (10% for Money Market Fund) of its net assets in illiquid investments. If the Trustees determine, based upon a continuing review of the trading markets for specific Section 4(2) paper or Rule 144A securities, that they are liquid, they will not be subject to the 15% limit on illiquid investments. The Trustees have adopted guidelines and delegated to the Adviser the daily function of determining and monitoring the liquidity of restricted securities. The Trustees, however, will retain sufficient oversight and be ultimately responsible for the determinations. The Trustees will carefully monitor the Fund's investments in these securities, focusing on such important factors, among others, as valuation, liquidity and availability of information. This investment practice could have the effect of increasing the level of illiquidity in the Fund if qualified institutional buyers become for a time uninterested in purchasing these restricted securities. Options on Securities, Securities Indices and Currency. Mid Cap Growth Fund, Small Cap Growth Fund and Sovereign Investors Fund may each purchase and write (sell) call and put options on any index based on securities in which it may invest. Each other Fund (except Money Market Fund) may purchase and write (sell) call and put options on any securities in which it may invest, on any securities index based on securities in which it may invest or on any currency in which Fund investments may be denominated. These options may be listed on national domestic securities exchanges or foreign securities exchanges or traded in the over-the-counter market. Each Fund may write covered put and call options and purchase put and call options as a substitute for the purchase or sale of securities or currency, or to protect against declines in the value of portfolio securities and against increases in the cost of securities to be acquired. Each Fund, other than the International Fund, Mid Cap Growth Fund, Small Cap Growth Fund and Sovereign Investors Fund, may also write and purchase options to enhance total return. Writing Covered Options. A call option on securities or currency written by a Fund obligates the Fund to sell specified securities or currency to the holder of the option at a specified price if the option is exercised at any time before the expiration date. A put option on securities or currency written by a Fund obligates the Fund to purchase specified securities or currency from the option holder at a specified price if the option is exercised at any time before the expiration date. Options on securities indices are similar to options on securities, except that the exercise of securities index options requires cash settlement payments and does not involve the actual purchase or sale of securities. In addition, securities index options are designed to reflect price fluctuations in a group of securities or segment of the securities market rather than price fluctuations in a single security. Writing covered call options may deprive a Fund of the opportunity to profit from an increase in the market price of the securities or foreign currency assets in its portfolio. Writing covered put options may deprive a Fund of the opportunity to profit from a decrease in the market price of the securities or foreign currency assets to be acquired for its portfolio. All call and put options written by the Funds are covered. A written call option or put option may be covered by (i) maintaining cash or liquid securities, either of which may be quoted or denominated in any currency, in a segregated account maintained by the affected Fund's custodian with a value at least equal to the Fund's obligation under the option, (ii) entering into an offsetting forward commitment and/or (iii) purchasing an offsetting option or any other option which, by virtue of its exercise price or otherwise, reduces the Fund's net exposure on its written option position. A written call option on securities is typically covered by maintaining the securities that are subject to the option in a segregated account. Each Fund may cover call options on a securities index by owning securities whose price changes are expected to be similar to those of the underlying index. Each Fund may terminate its obligations under an exchange traded call or put option by purchasing an option identical to the one it has written. Obligations under over-the-counter options may be terminated only by entering into an offsetting transaction with the counterparty to such option. Such purchases are referred to as "closing purchase transactions." 19 Purchasing Options. A Fund would normally purchase call options in anticipation of an increase, or put options in anticipation of a decrease ("protective puts"), in the market value of securities or currencies of the type in which it may invest. Each Fund may also sell call and put options to close out its purchased options. The purchase of a call option would entitle Fund, in return for the premium paid, to purchase specified securities or currency at a specified price during the option period. A Fund would ordinarily realize a gain on the purchase of a call option if, during the option period, the value of such securities or currency exceeded the sum of the exercise price, the premium paid and transaction costs; otherwise the Fund would realize either no gain or a loss on the purchase of the call option. The purchase of a put option would entitle a Fund, in exchange for the premium paid, to sell specified securities or currency at a specified price during the option period. The purchase of protective puts is designed to offset or hedge against a decline in the market value of the Fund's portfolio securities or the currencies in which they are denominated. Put options may also be purchased by a Fund for the purpose of affirmatively benefiting from a decline in the price of securities or currencies which it does not own. A Fund would ordinarily realize a gain if, during the option period, the value of the underlying securities or currency decreased below the exercise price sufficiently to cover the premium and transaction costs; otherwise the Fund would realize either no gain or a loss on the purchase of the put option. Gains and losses on the purchase of put options may be offset by countervailing changes in the value of a Fund's portfolio securities. Each Fund's options transactions will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities on which such options are traded. These limitations govern the maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in concert, regardless of whether the options are written or purchased on the same or different exchanges, boards of trade or other trading facilities or are held or written in one or more accounts or through one or more brokers. Thus, the number of options which a Fund may write or purchase may be affected by options written or purchased by other investment advisory clients of the Adviser. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in excess of these limits, and it may impose certain other sanctions. Risks Associated with Options Transactions. There is no assurance that a liquid secondary market on a domestic or foreign options exchange will exist for any particular exchange-traded option or at any particular time. If a Fund is unable to effect a closing purchase transaction with respect to covered options it has written, the Fund will not be able to sell the underlying securities or currencies or dispose of assets held in a segregated account until the options expire or are exercised. Similarly, if a Fund is unable to effect a closing sale transaction with respect to options it has purchased, it would have to exercise the options in order to realize any profit and will incur transaction costs upon the purchase or sale of underlying securities or currencies. Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options). If trading were discontinued, the secondary market on that exchange (or in that class or series of options) would cease to exist. However, outstanding options on that exchange that had been issued by the Options Clearing Corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms. 20 A Fund's ability to terminate over-the-counter options is more limited than with exchange-traded options and may involve the risk that broker-dealers participating in such transactions will not fulfill their obligations. The Adviser will determine the liquidity of each over-the-counter option in accordance with guidelines adopted by the Trustees. The writing and purchase of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The successful use of options depends in part on the Adviser's ability to predict future price fluctuations and, for hedging transactions, the degree of correlation between the options and securities or currency markets. Futures Contracts and Options on Futures Contracts. Mid Cap Growth Fund, Small Cap Growth Fund and Sovereign Investors Fund may each purchase and sell futures contracts on any index based on securities in which it may invest for hedging or other non-speculative purposes. The International Fund may purchase and sell various types of futures contracts and options on these futures contracts to hedge against changes in interest rates, securities prices, or currency exchange rates or for other non-speculative purposes. To seek to increase total return or hedge against changes in interest rates, securities prices or currency exchange rates, each other Fund except Money Market Fund may purchase and sell various kinds of futures contracts, and purchase and write call and put options on these futures contracts. Each Fund may also enter into closing purchase and sale transactions with respect to any of these contracts and options. The futures contracts may be based on various securities (such as U.S. Government securities), securities indices, foreign currencies and any other financial instruments and indices. All futures contracts entered into by a Fund are traded on U.S. or foreign exchanges or boards of trade that are licensed, regulated or approved by the Commodity Futures Trading Commission ("CFTC"). Futures Contracts. A futures contract may generally be described as an agreement between two parties to buy and sell particular financial instruments or currencies for an agreed price during a designated month (or to deliver the final cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contract). Positions taken in the futures markets are not normally held to maturity but are instead liquidated through offsetting transactions which may result in a profit or a loss. While futures contracts on securities or currency will usually be liquidated in this manner, a Fund may instead make, or take, delivery of the underlying securities or currency whenever it appears economically advantageous to do so. A clearing corporation associated with the exchange on which futures contracts are traded guarantees that, if still open, the sale or purchase will be performed on the settlement date. Hedging and Other Strategies. Hedging is an attempt to establish with more certainty than would otherwise be possible the effective price or rate of return on portfolio securities or securities that a Fund proposes to acquire or the exchange rate of currencies in which portfolio securities are quoted or denominated. When securities prices are falling, a Fund can seek to offset a decline in the value of its current portfolio securities through the sale of futures contracts. When securities prices are rising, a Fund, through the purchase of futures contracts, can attempt to secure better rates or prices than might later be available in the market when it effects anticipated purchases. A Fund may seek to offset anticipated changes in the value of a currency in which its portfolio securities, or securities that it intends to purchase, are quoted or denominated by purchasing and selling futures contracts on such currencies. A Fund may, for example, take a "short" position in the futures market by selling futures contracts in an attempt to hedge against an anticipated decline in market prices or foreign currency rates that would adversely affect the dollar value of the Fund's portfolio securities. Such futures contracts may include contracts for the future delivery of securities held by a Fund or 21 securities with characteristics similar to those of a Fund's portfolio securities. Similarly, a Fund may sell futures contracts on any currencies in which its portfolio securities are quoted or denominated or in one currency to hedge against fluctuations in the value of securities denominated in a different currency if there is an established historical pattern of correlation between the two currencies. If, in the opinion of the Adviser, there is a sufficient degree of correlation between price trends for a Fund's portfolio securities and futures contracts based on other financial instruments, securities indices or other indices, the Fund may also enter into such futures contracts as part of its hedging strategy. Although under some circumstances prices of securities in a Fund's portfolio may be more or less volatile than prices of such futures contracts, the Adviser will attempt to estimate the extent of this volatility difference based on historical patterns and compensate for any differential by having the Fund enter into a greater or lesser number of futures contracts or by attempting to achieve only a partial hedge against price changes affecting the Fund's portfolio securities. When a short hedging position is successful, any depreciation in the value of portfolio securities will be substantially offset by appreciation in the value of the futures position. On the other hand, any unanticipated appreciation in the value of a Fund's portfolio securities would be substantially offset by a decline in the value of the futures position. On other occasions, a Fund may take a "long" position by purchasing futures contracts. This would be done, for example, when a Fund anticipates the subsequent purchase of particular securities when it has the necessary cash, but expects the prices or currency exchange rates then available in the applicable market to be less favorable than prices that are currently available. Subject to the limitations imposed on International Fund, Mid Cap Growth Fund, Small Cap Growth Fund, and Sovereign Investors Fund, as described above, a Fund may also purchase futures contracts as a substitute for transactions in securities or foreign currency, to alter the investment characteristics of or currency exposure associated with portfolio securities or to gain or increase its exposure to a particular securities market or currency. Options on Futures Contracts. Each Fund (other than the Money Market Fund) may purchase and write options on the futures contracts described above for the same purposes as its transactions in futures contracts. The purchase of put and call options on futures contracts will give a Fund the right (but not the obligation) for a specified price to sell or to purchase, respectively, the underlying futures contract at any time during the option period. As the purchaser of an option on a futures contract, a Fund obtains the benefit of the futures position if prices move in a favorable direction but limits its risk of loss in the event of an unfavorable price movement to the loss of the premium and transaction costs. The writing of a call option on a futures contract generates a premium which may partially offset a decline in the value of a Fund's assets. By writing a call option, a Fund becomes obligated, in exchange for the premium (upon exercise of the option) to sell a futures contract if the option is exercised, which may have a value higher than the exercise price. Conversely, the writing of a put option on a futures contract generates a premium which may partially offset an increase in the price of securities that a Fund intends to purchase. However, a Fund becomes obligated (upon exercise of the option) to purchase a futures contract if the option is exercised, which may have a value lower than the exercise price. The loss incurred by each Fund in writing options on futures is potentially unlimited and may exceed the amount of the premium received. The holder or writer of an option on a futures contract may terminate its position by selling or purchasing an offsetting option of the same series. There is no guarantee that such closing transactions can be effected. A Fund's ability to establish and close out positions on such options will be subject to the development and maintenance of a liquid market. 22 Other Considerations. The International Fund, Mid Cap Growth Fund, Small Cap Growth Fund, and Sovereign Investors Fund may each engage in futures and related options transactions for hedging or other non-speculative purposes. Each other Fund (except Money Market Fund) will engage in futures and related options transactions either for bona fide hedging purposes or to seek to increase total return as permitted by the CFTC. To the extent that a Fund is using futures and related options for hedging purposes, futures contracts will be sold to protect against a decline in the price of securities (or the currency in which they are quoted or denominated) that the Fund owns or futures contracts will be purchased to protect the Fund against an increase in the price of securities (or the currency in which they are quoted or denominated) it intends to purchase. Each Fund will determine that the price fluctuations in the futures contracts and options on futures used for hedging purposes are substantially related to price fluctuations in securities held by the Fund or securities or instruments which it expects to purchase. As evidence of its hedging intent, each Fund expects that on 75% or more of the occasions on which it takes a long futures or option position (involving the purchase of futures contracts), the Fund will have purchased, or will be in the process of purchasing, equivalent amounts of related securities (or assets denominated in the related currency) in the cash market at the time when the futures or option position is closed out. However, in particular cases, when it is economically advantageous for the Fund to do so, a long futures position may be terminated or an option may expire without the corresponding purchase of securities or other assets. To the extent that a Fund engages in nonhedging transactions in futures contracts and options on futures, the aggregate initial margin and premiums required to establish these nonhedging positions will not exceed 5% of the net asset value of the Fund's portfolio, after taking into account unrealized profits and losses on any such positions and excluding the amount by which such options were in-the-money at the time of purchase. Transactions in futures contracts and options on futures involve brokerage costs, require margin deposits and, in the case of contracts and options obligating a Fund to purchase securities or currencies, require the Fund to establish with the custodian a segregated account consisting of cash or liquid securities in an amount equal to the underlying value of such contracts and options. While transactions in futures contracts and options on futures may reduce certain risks, these transactions themselves entail certain other risks. For example, unanticipated changes in interest rates, securities prices or currency exchange rates may result in a poorer overall performance for a Fund than if it had not entered into any futures contracts or options transactions. Perfect correlation between a Fund's futures positions and portfolio positions will be impossible to achieve. In the event of an imperfect correlation between a futures position and a portfolio position which is intended to be protected, the desired protection may not be obtained and a Fund may be exposed to risk of loss. In addition, it is not possible to hedge fully or protect against currency fluctuations affecting the value of securities denominated in foreign currencies because the value of such securities is likely to fluctuate as a result of independent factors not related to currency fluctuations. Some futures contracts or options on futures may become illiquid under adverse market conditions. In addition, during periods of market volatility, a commodity exchange may suspend or limit trading in a futures contract or related option, which may make the instrument temporarily illiquid and difficult to price. Commodity exchanges may also establish daily limits on the amount that the price of a futures contract or related option can vary from the previous day's settlement price. Once the daily limit is reached, no trades may be made that day at a price beyond the limit. This may prevent a Fund from closing out positions and limiting its losses. Rights and Warrants. Each Fund may purchase warrants and rights which are securities permitting, but not obligating, their holder to purchase the underlying securities at a predetermined price, subject to the Fund's Investment Restrictions. Generally, warrants and stock purchase rights do not carry with them the right to receive dividends or exercise voting rights with respect to the underlying securities, and they do not represent any rights in the assets of the issuer. As a result, an investment in warrants and rights may be considered 23 to entail greater investment risk than certain other types of investments. In addition, the value of warrants and rights does not necessarily change with the value of the underlying securities, and they cease to have value if they are not exercised on or prior to their expiration date. Investment in warrants and rights increases the potential profit or loss to be realized from the investment of a given amount of Fund's assets as compared with investing the same amount in the underlying stock. Government Securities. Each Fund may invest in government securities. However, under normal conditions, Mid Cap Growth Fund and Small Cap Growth Fund will not invest in any fixed income securities, with the exception of cash equivalents (which include U.S. Government securities maturing in 90 days or less). In abnormal conditions, these funds may temporarily invest in U.S. Government securities and U.S. Government agency securities with maturities of up to three years, and may also invest more than 10% of total assets in cash and/or cash equivalents. Certain U.S. Government securities, including U.S. Treasury bills, notes and bonds, and Government National Mortgage Association certificates ("GNMA"), are supported by the full faith and credit of the United States. Certain other U.S. Government securities, issued or guaranteed by Federal agencies or government sponsored enterprises, are not supported by the full faith and credit of the United States, but may be supported by the right of the issuer to borrow from the U.S. Treasury. These securities include obligations of the Federal Home Loan Mortgage Corporation ("FHLMC"), and obligations supported by the credit of the instrumentality, such as Federal National Mortgage Association Bonds ("FNMA"). No assurance can be given that the U.S. Government will provide financial support to such Federal agencies, authorities, instrumentalities and government sponsored enterprises in the future. Municipal Obligations. The High Yield Bond Fund may invest in a variety of municipal obligations which consist of municipal bonds, municipal notes and municipal commercial paper. Municipal Bonds. Municipal bonds are issued to obtain funds for various public purposes including the construction of a wide range of public facilities such as airports, highways, bridges, schools, hospitals, housing, mass transportation, streets and water and sewer works. Other public purposes for which municipal bonds may be issued include refunding outstanding obligations, obtaining funds for general operating expenses and obtaining funds to lend to other public institutions and facilities. In addition, certain types of industrial development bonds are issued by or on behalf of public authorities to obtain funds for many types of local, privately operated facilities. Such debt instruments are considered municipal obligations if the interest paid on them is exempt from federal income tax. The payment of principal and interest by issuers of certain obligations purchased by the Fund may be guaranteed by a letter of credit, note repurchase agreement, insurance or other credit facility agreement offered by a bank or other financial institution. Such guarantees and the creditworthiness of guarantors will be considered by the Adviser in determining whether a municipal obligation meets the Fund's investment quality requirements. No assurance can be given that a municipality or guarantor will be able to satisfy the payment of principal or interest on a municipal obligation. Municipal Notes. Municipal notes are short-term obligations of municipalities, generally with a maturity ranging from six months to three years. The principal types of such notes include tax, bond and revenue anticipation notes and project notes. Municipal Commercial Paper. Municipal commercial paper is a short-term obligation of a municipality, generally issued at a discount with a maturity of less than one year. Such paper is likely to be issued and meet seasonal working capital needs of a municipality or interim construction financing. Municipal commercial paper is backed in many cases by letters of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks and other institutions. 24 Issuers of municipal obligations are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Act, and laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations. There is also the possibility that as a result of litigation or other conditions the power of ability of any one or more issuers to pay when due the principal of and interest on their municipal obligations may be affected. The yields of municipal bonds depend upon, among other things, general money market conditions, general conditions of the municipal bond market, size of a particular offering, the maturity of the obligation and rating of the issue. The ratings of S&P, Moody's and Fitch Investors Service ("Fitch") represent their respective opinions on the quality of the municipal bonds they undertake to rate. It should be emphasized, however, that ratings are general and not absolute standards of quality. Consequently, municipal bonds with the same maturity, coupon and rating may have different yields and municipal bonds of the same maturity and coupon with different ratings may have the same yield. Many issuers of securities chose not to have their obligations rated. Although unrated securities eligible for purchase by the Fund must be determined to be comparable in quality to securities having certain specified ratings, the market for unrated securities may not be as broad for rated securities since many investors rely on rating organizations for credit appraisal. Swaps, Caps, Floors and Collars. As one way of managing exposure to different types of investments, Bond Fund, Strategic Income Fund and High Yield Bond Fund may enter into interest rate swaps and other types of swap agreements such as caps, collars and floors. Each of these Funds may also enter into currency swaps. In a typical interest rate swap, one party agrees to make regular payments equal to a floating interest rate times a "notional principal amount," in return for payments equal to a fixed rate times the same amount, for a specified period of time. If a swap agreement provides for payments in different currencies, the parties might agree to exchange the notional principal amount as well. Swaps may also depend on other prices or rates, such as the value of an index or mortgage prepayment rates. In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level, while the seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. An interest rate collar combines elements of buying a cap and selling a floor. Swap agreements will tend to shift a Fund's investment exposure from one type of investment to another. For example, if a Fund agrees to exchange payments in dollars for payments in a foreign currency, the swap agreement would tend to decrease the Fund's exposure to U.S. interest rates and increase its exposure to foreign currency and interest rates. Caps and floors have an effect similar to buying or writing options. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Fund's investments and its share price and yield. Swap agreements are sophisticated hedging instruments that typically involve a small investment of cash relative to the magnitude of risks assumed. As a result, swaps can be highly volatile and may have a considerable impact on a Fund's performance. Swap agreements are subject to the risk of a counterparty's failure to perform, and may decline in value if the counterparty's creditworthiness deteriorates. A Fund may also suffer losses if it is unable to terminate outstanding swap agreements or reduce its exposure through offsetting transactions. A Fund will maintain in a segregated account or liquid debt securities equal to the net amount, if any, of the excess of the Fund's obligations over its entitlements with respect to swap, cap, collar or floor transactions. 25 Participation Interests. The Technology Fund, Bond Fund, High Yield Bond Fund, and Strategic Income Fund may invest in participation interests. Participation interests, which may take the form of interests in or assignments of certain loans, are acquired from banks who have made these loans or are members of a lending syndicate. A Fund's investments in participation interests may be subject to its 15% limitation on investments in illiquid securities. The Technology Fund may purchase only those participation interests that mature in 60 days or less, or, if maturing in more than 60 days, that have a floating rate that is automatically adjusted at least once every 60 days. Pay-In-Kind, Delayed and Zero Coupon Bonds. The Bond Fund, Strategic Income Fund, High Yield Bond Fund and Technology Fund may invest in pay-in-kind, delayed and zero coupon bonds. These are securities issued at a discount from their face value because interest payments are typically postponed until maturity. The amount of the discount rate varies depending on factors including the time remaining until maturity, prevailing interest rates, the security's liquidity and the issuer's credit quality. These securities also may take the form of debt securities that have been stripped of their interest payments. The market prices of pay-in-kind, delayed and zero coupon bonds generally are more volatile than the market prices of interest-bearing securities and are likely to respond to a greater degree to changes in interest rates than interest-bearing securities having similar maturities and credit quality. The Funds' investments in pay-in-kind, delayed and zero coupon bonds may require a Fund to sell certain of its portfolio securities to generate sufficient cash to satisfy certain income distribution requirements. Structured or Hybrid Notes. The Bond Fund, Strategic Income Fund, High Yield Bond Fund, and Technology Fund may invest in "structured" or "hybrid" notes. The distinguishing feature of a structured or hybrid note is that the amount of interest and/or principal payable on the note is based on the performance of a benchmark asset or market other than fixed income securities or interest rates. Examples of these benchmarks include stock prices, currency exchange rates and physical commodity prices. Investing in a structured note allows a Fund to gain exposure to the benchmark market while fixing the maximum loss that the Fund may experience in the event that market does not perform as expected. Depending on the terms of the note, a Fund may forego all or part of the interest and principal that would be payable on a comparable conventional note; a Fund's loss cannot exceed this foregone interest and/or principal. An investment in structured or hybrid notes involves risks similar to those associated with a direct investment in the benchmark asset. Indexed Securities. High Yield Bond Fund may invest in indexed securities, including floating rate securities that are subject to a maximum interest rate ("capped floaters") and leveraged inverse floating rate securities ("inverse floaters") (up to 10% of the Fund's total assets). The interest rate or, in some cases, the principal payable at the maturity of an indexed security may change positively or inversely in relation to one or more interest rates, financial indices or other financial indicators ("reference prices"). An indexed security may be leveraged to the extent that the magnitude of any change in the interest rate or principal payable on an indexed security is a multiple of the change in the reference price. Thus, indexed securities may decline in value due to adverse market changes in interest rates or other reference prices. Custodial Receipts. Each Fund, other than Mid Cap Growth Fund and Small Cap Growth Fund, may acquire custodial receipts with respect to U.S. Government securities. Such custodial receipts evidence ownership of future interest payments, principal payments or both on certain notes or bonds. These custodial receipts are known by various names, including Treasury Receipts, Treasury Investors Growth Receipts ("TIGRs"), and Certificates of Accrual on Treasury Securities ("CATS"). For certain securities law purposes, custodial receipts are not considered U.S. Government securities. Bank and Corporate Obligations. Each of the Funds may invest in commercial paper. Commercial paper represents short-term unsecured promissory notes issued in bearer form by banks or bank holding companies, corporations and finance companies. The commercial paper purchased by the Funds consists of direct U.S. Dollar denominated obligations of domestic or foreign issuers. Bank obligations 26 in which a Fund may invest include certificates of deposit, bankers' acceptances and fixed time deposits. Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specified return. Bankers' acceptances are negotiable drafts or bills of exchange, normally drawn by an importer or exporter to pay for specific merchandise, which are "accepted" by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity. Fixed time deposits are bank obligations payable at a stated maturity date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties which vary depending upon market conditions and the remaining maturity of the obligation. There are no contractual restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party, although there is no market for such deposits. Bank notes and bankers' acceptances rank junior to domestic deposit liabilities of the bank and pari passu with other senior, unsecured obligations of the bank. Bank notes are not insured by the Federal Deposit Insurance Corporation or any other insurer. Deposit notes are insured by the Federal Deposit Insurance Corporation only to the extent of $100,000 per depositor per bank. Mortgage-Backed Securities. Each Fund (other than Mid Cap Growth Fund and Small Cap Growth Fund) may invest in mortgage pass-through certificates and multiple-class pass-through securities, such as real estate mortgage investment conduits ("REMIC") pass-through certificates, collateralized mortgage obligations ("CMOs") and stripped mortgage-backed securities ("SMBS"), and other types of "Mortgage-Backed Securities" that may be available in the future. Guaranteed Mortgage Pass-Through Securities. Guaranteed mortgage pass-through securities represent participation interests in pools of residential mortgage loans and are issued by U.S. Governmental or private lenders and guaranteed by the U.S. Government or one of its agencies or instrumentalities, including but not limited to the Government National Mortgage Association ("Ginnie Mae"), the Federal National Mortgage Association ("Fannie Mae") and the Federal Home Loan Mortgage Corporation ("Freddie Mac"). Ginnie Mae certificates are guaranteed by the full faith and credit of the U.S. Government for timely payment of principal and interest on the certificates. Fannie Mae certificates are guaranteed by Fannie Mae, a federally chartered and privately owned corporation, for full and timely payment of principal and interest on the certificates. Freddie Mac certificates are guaranteed by Freddie Mac, a corporate instrumentality of the U.S. Government, for timely payment of interest and the ultimate collection of all principal of the related mortgage loans. Multiple-Class Pass-Through Securities and Collateralized Mortgage Obligations. CMOs and REMIC pass-through or participation certificates may be issued by, among others, U.S. Government agencies and instrumentalities as well as private issuers. CMOs and REMIC certificates are issued in multiple classes and the principal of and interest on the mortgage assets may be allocated among the several classes of CMOs or REMIC certificates in various ways. Each class of CMOs or REMIC certificates, often referred to as a "tranche," is issued at a specific adjustable or fixed interest rate and must be fully retired no later than its final distribution date. Generally, interest is paid or accrues on all classes of CMOs or REMIC certificates on a monthly basis. Typically, CMOs are collateralized by Ginnie Mae, Fannie Mae or Freddie Mac certificates but also may be collateralized by other mortgage assets such as whole loans or private mortgage pass- through securities. Debt service on CMOs is provided from payments of principal and interest on collateral of mortgaged assets and any reinvestment income thereon. A REMIC is a CMO that qualifies for special tax treatment under the Internal Revenue Code of 1986, as amended (the "Code"), invests in certain mortgages primarily secured by interests in real property and other permitted investments and issues "regular" and "residual" interests. The Funds do not intend to acquire REMIC residual interests. 27 Stripped Mortgage-Backed Securities. SMBS are derivative multiple-class mortgage-backed securities. SMBS are usually structured with two classes that receive different proportions of interest and principal distributions on a pool of mortgage assets. A typical SMBS will have one class receiving some of the interest and most of the principal, while the other class will receive most of the interest and the remaining principal. In the most extreme case, one class will receive all of the interest (the "interest only" class) while the other class will receive all of the principal (the "principal only" class). The yields and market risk of interest only and principal only SMBS, respectively, may be more volatile than those of other fixed income securities. The staff of the Securities and Exchange Commission ("SEC") considers privately issued SMBS to be illiquid. Risk Factors Associated with Mortgage-Backed Securities. Investing in Mortgage-Backed Securities involves certain risks, including the failure of a counterparty to meet its commitments, adverse interest rate changes and the effects of prepayments on mortgage cash flows. In addition, investing in the lowest tranche of CMOs and REMIC certificates involves risks similar to those associated with investing in equity securities. Further, the yield characteristics of Mortgage-Backed Securities differ from those of traditional fixed income securities. The major differences typically include more frequent interest and principal payments (usually monthly), the adjustability of interest rates, and the possibility that prepayments of principal may be made substantially earlier than their final distribution dates. Prepayment rates are influenced by changes in current interest rates and a variety of economic, geographic, social and other factors and cannot be predicted with certainty. Both adjustable rate mortgage loans and fixed rate mortgage loans may be subject to a greater rate of principal prepayments in a declining interest rate environment and to a lesser rate of principal prepayments in an increasing interest rate environment. Under certain interest rate and prepayment rate scenarios, a Fund may fail to recoup fully its investment in Mortgage-Backed Securities notwithstanding any direct or indirect governmental, agency or other guarantee. When a Fund reinvests amounts representing payments and unscheduled prepayments of principal, it may receive a rate of interest that is lower than the rate on existing adjustable rate mortgage pass-through securities. Thus, Mortgage-Backed Securities, and adjustable rate mortgage pass-through securities in particular, may be less effective than other types of U.S. Government securities as a means of "locking in" interest rates. Conversely, in a rising interest rate environment, a declining prepayment rate will extend the average life of many Mortgage-Backed Securities. This possibility is often referred to as extension risk. Extending the average life of a Mortgage-Backed Security increases the risk of depreciation due to future increases in market interest rates. Asset-Backed Securities. The Bond Fund, Strategic Income Fund and High Yield Bond Fund may invest in securities that represent individual interests in pools of consumer loans and trade receivables similar in structure to Mortgage-Backed Securities. The assets are securitized either in a pass-through structure (similar to a mortgage pass-through structure) or in a pay-through structure (similar to a CMO structure). Although the collateral supporting asset-backed securities generally is of a shorter maturity than mortgage loans and historically has been less likely to experience substantial prepayments, no assurance can be given as to the actual maturity of an asset-backed security because prepayments of principal may be made at any time. Payments of principal and interest typically are supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guarantee by another entity or having a priority to certain of the borrower's other securities. The degree of credit enhancement varies, and generally applies to only a fraction of the asset-backed security's par value until exhausted. If the credit enhancement of an asset-backed security held by a Fund has been exhausted, and if any required payments of principal and interest are not made with respect to the underlying loans, a Fund may experience losses or delays in receiving payment. 28 Asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. During periods of declining interest rates, prepayment of loans underlying asset-backed securities can be expected to accelerate. Accordingly, a Fund's ability to maintain positions in these securities will be affected by reductions in the principal amount of such securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to generally prevailing interest rates at that time. Credit card receivables are generally unsecured and the debtors on such receivables are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set-off certain amounts owed on the credit cards, thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles rather than residential real property. Most issuers of automobile receivables permit the loan servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the asset-backed securities. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in the underlying automobiles. Therefore, there is the possibility that, in some cases, recoveries on repossessed collateral may not be available to support payments on these securities. Risks Associated With Specific Types of Derivative Debt Securities. Different types of derivative debt securities are subject to different combinations of prepayment, extension and/or interest rate risk. Conventional mortgage pass-through securities and sequential pay CMOs are subject to all of these risks, but are typically not leveraged. Thus, the magnitude of exposure may be less than for more leveraged Mortgage-Backed Securities. The risk of early prepayments is the primary risk associated with interest only debt securities ("IOs"), leveraged floating rate securities whose yield changes in the same direction, rather than inversely to, a referenced interest rate ("super floaters"), other leveraged floating rate instruments and Mortgage-Backed Securities purchased at a premium to their par value. In some instances, early prepayments may result in a complete loss of investment in certain of these securities. The primary risks associated with certain other derivative debt securities are the potential extension of average life and/or depreciation due to rising interest rates. These securities include floating rate securities based on the Cost of Funds Index ("COFI floaters"), other "lagging rate" floating rate securities, floating rate securities that are subject to a maximum interest rate ("capped floaters"), Mortgage-Backed Securities purchased at a discount, leveraged inverse floating rate securities ("inverse floaters"), principal only debt securities ("POs"), certain residual or support tranches of CMOs and index amortizing notes. Index amortizing notes are not Mortgage-Backed Securities, but are subject to extension risk resulting from the issuer's failure to exercise its option to call or redeem the notes before their stated maturity date. Leveraged inverse IOs combine several elements of the Mortgage-Backed Securities described above and thus present an especially intense combination of prepayment, extension and interest rate risks. Planned amortization class ("PAC") and target amortization class ("TAC") CMO bonds involve less exposure to prepayment, extension and interest rate risks than other Mortgage-Backed Securities, provided that prepayment rates remain within expected prepayment ranges or "collars." To the extent that prepayment rates remain within these prepayment ranges, the residual or support tranches of PAC and TAC CMOs assume the extra prepayment, extension and interest rate risks associated with the underlying mortgage assets. 29 Other types of floating rate derivative debt securities present more complex types of interest rate risks. For example, range floaters are subject to the risk that the coupon will be reduced to below market rates if a designated interest rate floats outside of a specified interest rate band or collar. Dual index or yield curve floaters are subject to depreciation in the event of an unfavorable change in the spread between two designated interest rates. X-reset floaters have a coupon that remains fixed for more than one accrual period. Thus, the type of risk involved in these securities depends on the terms of each individual X-reset floater. Brady Bonds. The Bond Fund, High Yield Bond Fund and Strategic Income Fund may invest in Brady Bonds and other sovereign debt securities of countries that have restructured or are in the process of restructuring sovereign debt pursuant to the Brady Plan. Brady Bonds are debt securities described as part of a restructuring plan created by U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external indebtedness (generally, commercial bank debt). In restructuring its external debt under the Brady Plan framework, a debtor nation negotiates with its existing bank lenders as well as multilateral institutions such as the World Bank and the International Monetary Fund (the "IMF"). The Brady Plan facilitates the exchange of commercial bank debt for newly issued bonds (known as Brady Bonds). The World Bank and the IMF provide funds pursuant to loan agreements or other arrangements which enable the debtor nation to collateralize the new Brady Bonds or to repurchase outstanding bank debt at a discount. Under these arrangements the IMF debtor nations are required to implement domestic monetary and fiscal reforms. These reforms have included the liberalization of trade and foreign investment, the privatization of state-owned enterprises and the setting of targets for public spending and borrowing. These policies and programs seek to promote the debtor country's ability to service its external obligations and promote its economic growth and development. The Brady Plan only sets forth general guiding principles for economic reform and debt reduction, emphasizing that solutions must be negotiated on a case-by-case basis between debtor nations and their creditors. The Adviser believes that economic reforms undertaken by countries in connection with the issuance of Brady Bonds make the debt of countries which have issued or have announced plans to issue Brady Bonds an attractive opportunity for investment. Brady Bonds may involve a high degree of risk, may be in default or present the risk of default. Agreements implemented under the Brady Plan to date are designed to achieve debt and debt-service reduction through specific options negotiated by a debtor nation with its creditors. As a result, the financial packages offered by each country differ. The types of options have included the exchange of outstanding commercial bank debt for bonds issued at 100% of face value of such debt, bonds issued at a discount of face value of such debt, bonds bearing an interest rate which increases over time and bonds issued in exchange for the advancement of new money by existing lenders. Certain Brady Bonds have been collateralized as to principal due at maturity by U.S. Treasury zero coupon bonds with a maturity equal to the final maturity of such Brady Bonds, although the collateral is not available to investors until the final maturity of the Brady Bonds. Collateral purchases are financed by the IMF, the World Bank and the debtor nations' reserves. In addition, the first two or three interest payments on certain types of Brady Bonds may be collateralized by cash or securities agreed upon by creditors. Although Brady Bonds may be collateralized by U.S. Government securities, repayment of principal and interest is not guaranteed by the U.S. Government. Ratings as Investment Criteria. In general, the ratings of Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P") and Fitch Investors Service ("Fitch") represent the opinions of these agencies as to the quality of the securities which they rate. It should be emphasized, however, that such ratings are relative and subjective and are not absolute standards of quality. These ratings will be used by the Funds as initial criteria for the selection of debt securities. Among the factors which will be considered are the long-term ability of the issuer to pay principal and interest and general economic trends. Appendix A contains further information concerning the ratings of Moody's, S&P and Fitch and their significance. 30 Subsequent to its purchase by a Fund, an issue of securities may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund. Neither of these events will require the sale of the securities by the Fund (other than Sovereign Investors Fund), but the Adviser will consider the event in its determination of whether the Fund should continue to hold the securities. If any security in Sovereign Investors Fund's portfolio falls below the Fund's minimum credit quality standards, as a result of a rating downgrade or the Adviser's or Sub-adviser's determination, the Fund will dispose of the security as promptly as possible while attempting to minimize any loss. Lower Rated High Yield/High Risk Debt Obligations. Strategic Income Fund, Regional Bank Fund, Financial Industries Fund, Relative Value Fund, Sovereign Investors Fund, Large Cap Growth Fund, Technology Fund, Bond Fund and High Yield Bond Fund may invest in high yield/high risk, fixed income securities rated below investment grade (e.g., rated below Baa by Moody's or below BBB by S&P). Ratings are based largely on the historical financial condition of the issuer. Consequently, the rating assigned to any particular security is not necessarily a reflection of the issuer's current financial condition, which may be better or worse than the rating would indicate. See the Appendix to this Statement of Additional Information which describes the characteristics of corporate bonds in the various rating categories. These Funds may invest in comparable quality unrated securities which, in the opinion of the Adviser or relevant Sub-adviser, offer comparable yields and risks to those securities which are rated. Debt obligations rated in the lower ratings categories, or which are unrated, involve greater volatility of price and risk of loss of principal and income. In addition, lower ratings reflect a greater possibility of an adverse change in financial condition affecting the ability of the issuer to make payments of interest and principal. The market price and liquidity of lower rated fixed income securities generally respond to short term corporate and market developments to a greater extent than do the price and liquidity of higher rated securities because such developments are perceived to have a more direct relationship to the ability of an issuer of such lower rated securities to meet its ongoing debt obligations. Reduced volume and liquidity in the high yield/high risk bond market or the reduced availability of market quotations will make it more difficult to dispose of the bonds and to value accurately a Fund's assets. The reduced availability of reliable, objective data may increase a Fund's reliance on management's judgment in valuing high yield/high risk bonds. In addition, a Fund's investments in high yield/high risk securities may be susceptible to adverse publicity and investor perceptions, whether or not justified by fundamental factors. In the past, economic downturns and increases in interest rates have caused a higher incidence of default by the issuers of lower-rated securities and may do so in the future, particularly with respect to highly leveraged issuers Each Fund (other than Money Market Fund) may acquire individual securities of any maturity and is not subject to any limits as to the average maturity of its overall portfolio. The longer the Fund's average portfolio maturity, the more the value of the portfolio and the net asset value of the Fund's shares will fluctuate in response to changes in interest rates. An increase in interest rates will generally reduce the value of the Fund's portfolio securities and the Fund's shares, while a decline in interest rates will generally increase their value. Lending of Securities. Each Fund may lend portfolio securities to brokers, dealers, and financial institutions if the loan is collateralized by cash or U.S. Government securities according to applicable regulatory requirements. A Fund may reinvest any cash collateral in short-term securities and money market funds. When a Fund lends portfolio securities, there is a risk that the borrower may fail to return the securities involved in the transaction. As a result, the Fund may incur a loss or, in the event of the borrower's bankruptcy, the Fund may be delayed in or prevented from liquidating the collateral. It is a fundamental policy of the Funds not to lend portfolio securities having a total value exceeding 33 1/3% of its total assets. 31 Short Sales. Large Cap Growth Fund and Financial Industries Fund may engage in short sales in order to profit from an anticipated decline in the value of a security. Each Fund (except for 500 Index Fund, International Fund, Mid Cap Growth Fund, Small Cap Growth Fund, Sovereign Investors Fund, Technology Fund and Money Market Fund) may also engage in short sales to attempt to limit its exposure to a possible market decline in the value of its portfolio securities through short sales of securities which the Adviser believes possess volatility characteristics similar to those being hedged. To effect such a transaction, a Fund must borrow the security sold short to make delivery to the buyer. A Fund then is obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. Until the security is replaced, a Fund is required to pay to the lender any accrued interest or dividends and may be required to pay a premium. A Fund will realize a gain if the security declines in price between the date of the short sale and the date on which the Fund replaces the borrowed security. On the other hand, a Fund will incur a loss as a result of the short sale if the price of the security increases between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium, interest or dividends a Fund may be required to pay in connection with a short sale. The successful use of short selling as a hedging device may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged. Under applicable guidelines of the staff of the SEC, if a Fund engages in short sales, it must put in a segregated account (not with the broker) an amount of cash or liquid securities equal to the difference between (a) the market value of the securities sold short and (b) any cash or U.S. Government securities required to be deposited as collateral with the broker in connection with the short sale (not including the proceeds from the short sale). In addition, until a Fund replaces the borrowed security, it must daily maintain the segregated account at such a level that the amount deposited in it plus the amount deposited with the broker as collateral will equal the current market value of the securities sold short. Except for short sales against the box, the amount of the Fund's net assets that may be committed to short sales is limited and the securities in which short sales are made must be listed on a national securities exchange. Short selling may produce higher than normal portfolio turnover which may result in increased transaction costs to a Fund. Forward Commitment and When-Issued Securities. Each Fund may purchase securities on a when-issued or forward commitment basis. "When-issued" refers to securities whose terms are available and for which a market exists, but which have not been issued. A Fund will engage in when- issued transactions with respect to securities purchased for its portfolio in order to obtain what is considered to be an advantageous price and yield at the time of the transaction. For when-issued transactions, no payment is made until delivery is due, often a month or more after the purchase. In a forward commitment transaction, a Fund contracts to purchase securities for a fixed price at a future date beyond customary settlement time. When a Fund engages in forward commitment and when-issued transactions, it relies on the seller to consummate the transaction. The failure of the issuer or seller to consummate the transaction may result in the Fund's losing the opportunity to obtain a price and yield considered to be advantageous. The purchase of securities on a when-issued or forward commitment basis also involves a risk of loss if the value of the security to be purchased declines prior to the settlement date. On the date a Fund enters into an agreement to purchase securities on a when-issued or forward commitment basis, the Fund will segregate in a separate account cash or liquid securities, of any type or maturity, equal in value to the Fund's commitment. These assets will be valued daily at market, and 32 additional cash or securities will be segregated in a separate account to the extent that the total value of the assets in the account declines below the amount of the when-issued commitments. Alternatively, a Fund may enter into offsetting contracts for the forward sale of other securities that it owns. Short-Term Trading and Portfolio Turnover. Short-term trading means the purchase and subsequent sale of a security after it has been held for a relatively brief period of time. The International Fund, Large Cap Growth Fund, Relative Value Fund, Mid Cap Growth Fund, Small Cap Growth Fund, Technology Fund, Bond Fund, Strategic Income Fund and High Yield Bond Fund engage in short-term trading in response to stock market conditions, changes in interest rates or other economic trends and developments, or to take advantage of yield disparities between various fixed income securities in order to realize capital gains or improve income. Short term trading may have the effect of increasing portfolio turnover rate. The remaining Funds do not intend to invest for the purpose of seeking short-term profits. These Funds' particular portfolio securities may be changed, however, without regard to the holding period of these securities when the Adviser or relevant Sub-adviser deems that this action will help achieve the Fund's objective given a change in an issuer's operations or in general market conditions. The portfolio turnover rate for each Fund is shown in the section captioned "Financial Highlights" in the prospectuses. A high rate of portfolio turnover (100% or greater) involves corresponding higher transaction expenses and may make it more difficult for a Fund to qualify as a regulated investment company for Federal income tax purposes. INVESTMENT RESTRICTIONS Fundamental Investment Restrictions. Each Fund has adopted the following fundamental investment restrictions which will not be changed without the approval of a majority of the applicable Fund's outstanding voting securities. Under the Investment Company Act of 1940, as amended (the "1940 Act"), and as used in the Prospectuses and this Statement of Additional Information, a "majority of the outstanding voting securities" means approval by the lesser of (1) the holders of 67% or more of the Fund represented at a meeting if the more than 50% of the Fund's outstanding shares of the Fund are present in person or by proxy or (2) more than 50% of the outstanding shares. Each Fund (other than Money Market Fund) may not: 1. Issue senior securities, except as permitted by paragraphs 2, 5 and 6 below. For purposes of this restriction, the issuance of shares of beneficial interest in multiple classes or series, the deferral of the Trustees' fees and the purchase or sale of options, futures contracts, forward commitments, swaps and repurchase agreements entered into in accordance with the Fund's investment policies within the meaning of paragraph 6 below, are not deemed to be senior securities. 2. Borrow money, except for the following extraordinary or emergency purposes: (i) from banks for temporary or short-term purposes or for the clearance of transactions; (ii) in connection with the redemption of Fund shares or to finance failed settlements of portfolio trades without immediately liquidating portfolio securities or other assets; and (iii) in order to fulfill commitments or plans to purchase additional securities pending the anticipated sale of other portfolio securities or assets, but only if after each such borrowing there is asset coverage of at least 300% as defined in the 1940 Act. For purposes of this investment restriction, the deferral of trustees' fees and short sales, transactions in futures contracts and options on futures contracts, securities or indices and forward commitment transactions shall not constitute borrowing. This restriction does not apply to transactions in reverse repurchase agreements in amounts not to exceed 33 1/3% of the value of the Fund's total assets (including the amount borrowed) taken at market value. 33 3. Act as an underwriter, except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed to be an underwriter for purposes of the Securities Act of 1933 (the "1933 Act"). 4. Purchase or sell real estate except that the Fund may (i) acquire or lease office space for its own use, (ii) invest in securities of issuers that invest in real estate or interests therein, (iii) invest in securities that are secured by real estate or interests therein, (iv) purchase and sell mortgage-related securities and (v) hold and sell real estate acquired by the Fund as a result of the ownership of securities. 5. Invest in commodities, except the Fund may purchase and sell options on securities, securities indices and currency, futures contracts on securities, securities indices and currency and options on such futures, forward foreign currency exchange contracts, forward commitments, securities index put or call warrants, interest rate and currency swaps, interest rate caps, floors and collars and repurchase agreements entered into in accordance with the Fund's investment policies. 6. Make loans, except that the Fund (1) may lend portfolio securities in accordance with the Fund's investment policies up to 33 1/3% of the Fund's total assets taken at market value, (2) enter into repurchase agreements, and (3) purchase all or a portion of an issue of debt securities, bank loan participation interests, bank certificates of deposit, bankers' acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities. 7. Purchase the securities of issuers conducting their principal activity in the same industry if, immediately after such purchase, the value of its investments in such industry would equal or exceed 25% of its total assets taken at market value at the time of such investment, except that the Regional Bank Fund will invest more than 25% of its total assets in the banking industry. The Financial Industries Fund will ordinarily invest more than 25% of its assets in the financial services sector. The Technology Fund will ordinarily invest more than 25% of its total assets in the technology industry. The High Yield Bond Fund may invest up to 40% of the value of its total assets in the securities of issuers in the electric utility and telephone industries. This limitation does not apply to investments in obligations of the U.S. Government or any of its agencies, instrumentalities or authorities. 8. For each Fund, with respect to 75% of total assets [see non-fundamental investment restriction (f)], purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities or authorities), if: (a) such purchase would cause more than 5% of the Fund's total assets taken at market value to be invested in the securities of such issuer; or (b) such purchase would at the time result in more than 10% of the outstanding voting securities of such issuer being held by the Fund. 34 Money Market Fund may not: 1. Issue senior securities. For purposes of this restriction, the issuance of shares of beneficial interest in multiple classes or series, the deferral of the Trustees' fees and transactions in repurchase agreements or reverse repurchase agreements are not deemed to be senior securities. 2. Borrow money, except from banks to meet redemptions in amounts not exceeding 33 1/3% (taken at the lower of cost or current value) of its total assets (including the amount borrowed). The Fund does not intend to borrow money during the coming year, and will do so only as a temporary measure for extraordinary purposes or to facilitate redemptions. The Fund will not purchase securities while any borrowings are outstanding. This restriction does not apply to the purchase of reverse repurchase agreements in amounts not to exceed 33 1/3% of the value of the Fund's total assets (including the amount borrowed) taken at market value. 3. Act as an underwriter, except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed to be an underwriter for purposes of the 1933 Act. 4. Write, purchase or otherwise invest in any put, call, straddle or spread option or buy or sell real estate, commodities or commodity futures contracts. 5. Make loans, except that the Fund (1) may lend portfolio securities in accordance with the Fund's investment policies up to 33 1/3% of the Fund's total assets taken at market value, (2) enter into repurchase agreements, and (3) purchase all or a portion of an issue of debt securities, bank loan participation interests, bank certificates of deposit, bankers' acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities. 6. Purchase the securities of issuers conducting their principal activity in the same industry if, immediately after such purchase, the value of its investments in such industry would equal or exceed 25% of its total assets taken at market value at the time of such investment. This limitation does not apply to investments in obligations of the U.S. Government or any of its agencies, instrumentalities or authorities. 7. With respect to 75% of total assets, purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities or authorities), if: (a) such purchase would cause more than 5% of the Fund's total assets taken at market value to be invested in the securities of such issuer; or (b) such purchase would at the time result in more than 10% of the outstanding voting securities of such issuer being held by the Fund. Non-Fundamental Investment Restrictions. The following restrictions are designated as non-fundamental and may be changed by the Trustees without shareholder approval. Each Fund (other than Money Market Fund) may not: (a) Purchase securities on margin or make short sales, unless, by virtue of its ownership of other securities, the Fund has the right to obtain securities equivalent in kind and amount to the securities sold and, if the right is conditional, the sale is made upon the same conditions, except (i) in connection with arbitrage transactions, (ii) for hedging the Fund's exposure to an actual or anticipated market decline in 35 the value of its securities, (iii) to profit from an anticipated decline in the value of a security, and (iv) for obtaining such short-term credits as may be necessary for the clearance of purchases and sales of securities. The 500 Index Fund, International Fund, Mid Cap Growth Fund, Small Cap Growth Fund Sovereign Investors Fund, and Technology Fund may not make short sales. (b) Purchase a security if, as a result, (i) more than 10% of the Fund's total assets would be invested in the securities of other investment companies, (ii) the Fund would hold more than 3% of the total outstanding voting securities of any one investment company, or (iii) more than 5% of the Fund's total assets would be invested in the securities of any one investment company. These limitations do not apply to (a) the investment of cash collateral, received by the Fund in connection with lending the Fund's portfolio securities, in the securities of open-end investment companies or (b) the purchase of shares of any investment company in connection with a merger, consolidation, reorganization or purchase of substantially all of the assets of another investment company. Subject to the above percentage limitations the Fund may, in connection with the John Hancock Group of Funds Deferred Compensation Plan for Independent Trustees/Directors, purchase securities of other investment companies within the John Hancock Group of Funds. (c) Invest in securities which are illiquid if, as a result, more than 15% of its net assets would consist of such securities, including repurchase agreements maturing in more than seven days, securities that are not readily marketable, restricted securities not eligible for resale pursuant to Rule 144A under the 1933 Act and privately issued stripped mortgage-backed securities. The adviser will determine on a case by case basis whether a particular OTC option is illiquid. (d) Invest for the purpose of exercising control over or management of any company. In addition: (e) Under normal conditions, Bond Fund, Mid Cap Growth Fund, Small Cap Growth Fund and Sovereign Investors Fund may not invest more than 10% of total assets in cash and/or cash equivalents (except cash segregated in relation to futures, forward and option contracts). (f) International Fund, Mid Cap Growth Fund, Small Cap Growth Fund and Sovereign Investors Fund may not invest more than 5% of total assets at time of purchase in any one security (other than U.S. government securities). (g) Under normal conditions Mid Cap Growth Fund and Small Cap Growth Fund will not invest in any fixed income securities. However, in abnormal conditions, these Funds may temporarily invest in U.S. government securities and U.S. government agency securities with maturities of up to three years, and may also invest more than 10% of total assets in cash and/or cash equivalents (including U.S. government securities maturing in 90 days or less). (h) International Fund normally invests at least 80% of total assets in a diversified portfolio of foreign stocks from both developed and emerging countries. The Fund may invest up to 30% of total assets in emerging markets as classified by Morgan Stanley Capital International (MSCI). Foreign equities include but are not limited to common stocks, convertible preferred stocks, preferred stocks, warrants, ADRs, GDRs and EDRs. 36 (i) Mid Cap Growth Fund and Small Cap Growth Fund may not invest more than 10% of total assets in foreign securities. Money Market Fund may not: (a) Purchase securities on margin or make short sales of securities except for obtaining such short-term credits as may be necessary for the clearance of purchases and sales of securities. (b) Purchase a security if, as a result, (i) more than 10% of the Fund's total assets would be invested in the securities of other investment companies, (ii) the Fund would hold more than 3% of the total outstanding voting securities of any one investment company, or (iii) more than 5% of the Fund's total assets would be invested in the securities of any one investment company. These limitations do not apply to (a) the investment of cash collateral, received by the Fund in connection with lending the Fund's portfolio securities, in the securities of open-end investment companies or (b) the purchase of shares of any investment company in connection with a merger, consolidation, reorganization or purchase of substantially all of the assets of another investment company. Subject to the above percentage limitations the Fund may, in connection with the John Hancock Group of Funds Deferred Compensation Plan for Independent Trustees/Directors, purchase securities of other investment companies within the John Hancock Group of Funds. (c) Invest in securities which are illiquid if, as a result, more than 10% of its net assets would consist of such securities, including repurchase agreements maturing in more than seven days, securities that are not readily marketable, restricted securities not eligible for resale pursuant to Rule 144A under the 1933 Act, purchased OTC options, certain assets used to cover written OTC options, and privately issued stripped mortgage-backed securities. (d) Invest for the purpose of exercising control over or management of any company. If a percentage restriction on investment or utilization of assets as set forth above is adhered to at the time an investment is made, a later change in percentage resulting from changes in the values of a Fund's assets will not be considered a violation of the restriction. If a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage resulting from a change in values of portfolio securities or amounts of net assets will not be considered a violation of any of the foregoing restrictions. The Funds will invest only in countries on the Adviser's Approved Country Listing. The Approved Country Listing is a list maintained by the Adviser's investment department that outlines all countries, including the United States, that have been approved for investment by Funds managed by the Adviser. THOSE RESPONSIBLE FOR MANAGEMENT The business of each Fund is managed by the Trustees of the Trust who elect officers who are responsible for the day-to-day operations of the Funds and who execute policies formulated by the Trustees. Several of the officers and Trustees of the Trust are also officers and directors of the Adviser, one or more of the Sub-advisers and/or the Fund's principal distributor, John Hancock Funds, Inc. ("John Hancock Funds"). 37 Positions Held Principal Occupation(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- Stephen L. Brown* Trustee and Chairman Chairman and Director, John Hancock John Hancock Place Life Insurance Company (CEO until P.O. Box 111 June 2000), John Hancock Financial Boston, MA 02117 Services, Inc. (CEO until June July 1937 2000); John Hancock Advisers, Inc. (the Adviser), John Hancock Funds, Inc. (John Hancock Funds), The Berkeley Financial Group, Inc. (The Berkeley Group); Director, John Hancock Subsidiaries LLC; John Hancock Signature Services, Inc. (Signature Services) (until January 1997); John Hancock Insurance Agency, Inc.; (Insurance Agency) (until May 1999); Independence Investment LLC, Independence Fixed Income LLC; Insurance Marketplace Standards Association, Committee for Economic Development, Ionics, Inc. (since June 2000), Aspen Technology, Inc. (since June 2000), Jobs for Massachusetts, Federal Reserve Bank of Boston (until March 1999); Financial Institutions Center (until May 1996), Freedom Trail Foundation (until December 1996) Beth Israel Hospital and Corporation (until November 1996); Director and Member (Beth Israel/Deaconess Care Group), Member, Commercial Club of Boston, President (until April 1996); Trustee, Wang Center for the Performing Arts, Alfred P. Sloan Foundation, John Hancock Asset Management (until March 1997); Member, Boston Compact Committee, Mass. Capital Resource Company; Chairman, Boston Coordinating Committee ("The Vault") (until April 1997). Maureen R. Ford * Trustee, Vice Chairman, President, Broker/Dealer 101 Huntington Avenue President and Chief Distributor, John Hancock Life Boston, MA 02199 Executive Officer (1,2) Insurance Company; Vice Chairman, March 1950 Director, President and Chief Executive Officer, the Adviser, The Berkeley Group, John Hancock Funds; Chairman, Director and President, Insurance Agency, Inc.; Chairman, Director and Chief Executive Officer, Sovereign Asset Management Corporation (SAMCorp.); Senior Vice President, MassMutual Insurance Co. (until 1999); Senior Vice President, Connecticut Mutual Insurance Co. (until 1996). - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. 38 Positions Held Principal Occupation(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- Dennis S. Aronowitz Trustee Professor of Law, Emeritus, Boston 101 Huntington Avenue University School of Law (as of Boston, MA 02199 1996); Director, Brookline June 1931 Bankcorp. Richard P. Chapman, Jr. Trustee (1) Chairman, President, and Chief 101 Huntington Avenue Executive Officer, Brookline Boston, MA 02199 Bankcorp. (lending); Director, February 1935 Lumber Insurance Companies (fire and casualty insurance); Trustee, Northeastern University (education); Director, Depositors Insurance Fund, Inc. (insurance). William J. Cosgrove Trustee Vice President, Senior Banker and 101 Huntington Avenue Senior Credit Officer, Citibank, Boston, MA 02199 N.A. (retired September 1991); January 1933 Executive Vice President, Citadel Group Representatives, Inc.; Trustee, the Hudson City Savings Bank (since 1995). Richard A. Farrell Trustee President of Farrell, Healer & Co., 101 Huntington Avenue (venture capital management firm) Boston, MA 02199 (since 1980); Prior to 1980, headed November 1932 the venture capital group at Bank of Boston Corporation. Gail D. Fosler Trustee Senior Vice President and Chief 101 Huntington Avenue Economist, The Conference Board Boston, MA 02199 (non-profit economic and business December 1947 research); Director, Unisys Corp.; Director, H.B. Fuller Company; and DBS Holdings (Singapore) (Banking and Financial Services); Director, National Bureau of Economic Research (academic). - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. 39 Positions Held Principal Occupation(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- William F. Glavin Trustee President Emeritus, Babson College 101 Huntington Avenue (as of 1997); Vice Chairman, Xerox Boston, MA 02199101 Corporation (until June 1989); March 1932 Director, Caldor Inc., Reebok, Inc. (since 1994) and Inco Ltd. Dr. John A. Moore Trustee President and Chief Executive 101 Huntington Avenue Officer, Institute for Evaluating Boston, MA 02199 Health Risks, (nonprofit February 1939 institution) (since September 1989). Patti McGill Peterson Trustee Executive Director, Council for 101 Huntington Avenue International Exchange of Scholars Boston, MA 02199 (since January 1998), Vice May 1943 President, Institute of International Education (since January 1998); Senior Fellow, Cornell Institute of Public Affairs, Cornell University (until December 1997); President Emerita of Wells College and St. Lawrence University; Director, Niagara Mohawk Power Corporation (electric utility). John W. Pratt Trustee Professor of Business 101 Huntington Avenue Administration Emeritus, Harvard Boston, MA 02199 University Graduate School of September 1931 Business Administration (as of June 1998). William L. Braman Executive Vice President Executive Vice President and Chief 101 Huntington Avenue and Chief Investment Investment Officer, each of the Boston, MA 02199 Officer(2) John Hancock Funds; Executive Vice December 1953 President and Chief Investment Officer, Barring Asset Management, London UK (until May 2000). - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. 40 Positions Held Principal Occupation(s) Name and Address With the Company During the Past Five Years - ---------------- ---------------- -------------------------- Richard A. Brown Senior Vice President and Senior Vice President , Chief 101 Huntington Avenue Chief Financial Officer (2) Financial Officer and Treasurer of Boston, MA 02199 the Adviser, John Hancock Funds, April 1949 and The Berkeley Group; Second Vice President and Senior Associate Controller, Corporate Tax Department, John Hancock Financial Services, Inc. (until January 2001). Susan S. Newton Senior Vice President, Senior Vice President and Chief 101 Huntington Avenue Secretary and Chief Legal Legal Officer the Adviser; John Boston, MA 02199 Officer Hancock Funds; Vice President Signature Services (until May 2000), The Berkeley Group, NM March 1950 Capital and SAMCorp. James J. Stokowski Vice President, Treasurer and Vice President, the Adviser. 101 Huntington Avenue Chief Accounting Officer Boston, MA 02199 November 1946 Thomas H. Connors Vice President and Compliance Vice President and Compliance 101 Huntington Avenue Officer Officer, the Adviser; Vice Boston, MA 02199 President, John Hancock Funds. September 1959 - ------------------- * Trustee may be deemed to be an "interested person" of the Fund as defined in the Investment Company Act of 1940. (1) Member of the Executive Committee. The Executive Committee may generally exercise most of the powers of the Board of Trustees. (2) A member of the Investment Committee of the Adviser. 41 The following table provides information regarding the compensation paid by the Funds and the other investment companies in the John Hancock Fund Complex to the Independent Trustees for their services. Messrs. Brown and Ms. Ford, each a non-Independent Trustee, and each of the officers of the Funds are interested persons of the Adviser, are compensated by the Adviser and/or its affiliates and receive no compensation from the Funds for their services. Aggregate Total Compensation Compensation from From the Fund and John Independent Trustees the Fund (1) Hancock Fund Complex to Trustees (2) - -------------------- ------------ ------------------------------------ Dennis J. Aronowitz $ 2,165 $ 75,000 Richard P. Chapman* 2,264 78,000 William J. Cosgrove* 2,066 72,000 Leland O. Erdahl + 2,070 72,100 Richard A. Farrell 2,165 75,000 Gail D. Fosler 1,944 68,000 William F. Glavin* 1,815 64,000 Dr. John A. Moore* 2,070 72,100 Patti McGill Peterson 2,014 70,350 John Pratt 2,066 72,000 --------- ---------- Total $20,639 $718,550 (1) Compensation is for the current fiscal year ending December 31, 2000. (2) Total compensation paid by the John Hancock Funds Complex to the Independent Trustees is as of December 31, 2000. As of this date, there were sixty-nine funds in the John Hancock Fund Complex with each of these Independent Trustees serving on thirty-one funds. + As of February 28, 2001, Mr. Erdahl resigned as Trustees of the Complex. *As of December 31, 2000, the value of the aggregate accrued deferred compensation amount from all funds in the John Hancock Funds Complex for Mr. Chapman was $85,948, Mr. Cosgrove was $218,258, Mr. Glavin was $317,363 and for Dr. Moore was $263,160 under the John Hancock Group of Funds Deferred Compensation Plan for Independent Trustees (the "Plan"). All of the officers listed are officers or employees of the Adviser, a Sub-adviser or affiliated companies. Some of the Trustees and officers may also be officers, Directors and/or Trustees of one or more of the other funds for which the Adviser serves as investment adviser. As of December 31, 2000, all shares were held by the Life Co. and the Variable Life Co. except the Adviser owns the following: International Fund 30.00%, Regional Bank 3.60%, Small Cap Growth Fund 7.28%, Mid Cap Growth 6.57%, Large Cap Growth Fund 8.35%, Relative Value 1.36%, Bond Fund 4.09%, Strategic Income Fund 10.85%, High Yield Bond Fund 18.51%, Technology Fund 2.61% and Money Market Fund 0.01%. At such date, no other person(s) owned of record or was known by the Trust to beneficially own as much as 5% of the outstanding shares of the Trust or of any of the Funds. INVESTMENT ADVISORY AND OTHER SERVICES The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts 02199-7603, was organized in 1968 and has more than $30 billion in assets under management in its capacity as investment adviser to the Funds and the other funds and publicly traded investment companies in the John Hancock group of funds as well as institutional accounts. The Adviser is an affiliate of the Life Company, one of the most recognized and respected financial institutions in the nation. With 42 total assets under management of more than $100 billion, the Life Company is one of the ten largest life insurance companies in the United States, and carries a high rating from Standard & Poor's and A.M. Best. Founded in 1862, the Life Company has been serving clients for over 130 years. Each Fund has entered into an investment management contract (the "Advisory Agreement") with the Adviser, which was approved by the Funds' shareholders. Pursuant to the Advisory Agreements, the Adviser will: (a) furnish continuously an investment program for the Funds and determine, subject to the overall supervision and review of the Trustees, which investments should be purchased, held, sold or exchanged, and (b) provide supervision over all aspects of the Funds' operations except those which are delegated to a custodian, transfer agent or other agent. The Funds bear all costs of their organization and operation, including but not limited to expenses of preparing, printing and mailing all shareholders' reports, notices, prospectuses, proxy statements and reports to regulatory agencies; expenses relating to the issuance, registration and qualification of shares; government fees; interest charges; expenses of furnishing to shareholders their account statements; taxes; expenses of redeeming shares; brokerage and other expenses connected with the execution of portfolio securities transactions; expenses pursuant to the Funds' plan of distribution; fees and expenses of custodians including those for keeping books and accounts maintaining a committed line of credit and calculating the net asset value of shares; fees and expenses of transfer agents and dividend disbursing agents; legal, accounting, financial, management, tax and auditing fees and expenses of the Funds (including an allocable portion of the cost of the Adviser's employees rendering such services to the Funds); the compensation and expenses of Trustees who are not otherwise affiliated with the Trust, the Adviser or any of their affiliates; expenses of Trustees' and shareholders' meetings; trade association membership; insurance premiums; and any extraordinary expenses. As of December 14, 2000, with respect to International Fund, the Adviser has entered into a sub-investment management contract (the "Sub-advisory agreement") with Nicholas-Applegate under which, subject to the review of the Trustees and the overall supervision of the Adviser, Nicholas-Applegate is responsible for providing the Fund with investment advice. Nicholas-Applegate will also provide the Fund on a continuous basis with economic, financial and political information, research and assistance concerning international markets. Nicholas-Applegate is a California limited partnership, with offices at 600 West Broadway, 30th Floor, San Diego, California 92101. Nicholas-Applegate was organized in August 1984 to manage discretionary accounts investing primarily in publicly traded equity securities and securities convertible into or exercisable for publicly traded equity securities, with the goal of capital appreciation. On January 31, 2001, Nicholas-Applegate was acquired by Allianz of America, Inc. ("AZOA"). Allianz AG, the parent of AZOA, is a German Aktiengesellschaft, a German publicly traded company, which, together with its subsidiaries, comprises the world's largest insurance group (the "Allianz Group"). Allianz Group currently has assets under management of approximately $690 billion, and in its last fiscal year wrote approximately $50 billion in gross insurance premiums. Allianz AG's address is: Koeniginstrasse 28, D-80802, Munich, Germany. Until December 14, 2000, the Sub-adviser to International Fund was Indocam International Investment Services ("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. IIIS is located at 90 Boulevard Pasteur, Paris, France 75105. Indocam is an asset management firm maintaining established relationships with institutional, corporate, and individual investors, Credit Agricole is one of the largest banks in the world. The Adviser's Sub-advisory contract with IIIS was terminated effective December 14, 2000. Until March 1, 2000, the International Fund had another Sub-adviser, John Hancock Advisers, International Limited ("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 advisory services to U.S. institutional clients. The Adviser's Sub-advisory contract with JHAI was terminated effective March 1, 2000. 43 With respect to Core Equity Fund, the Adviser has entered into a Sub-advisory agreement with Independence Investment LLC ("Independence"). Independence, located at 53 State Street, Boston, Massachusetts 02109, and organized in 1982, is a wholly owned indirect subsidiary of John Hancock Subsidiaries, Inc. With respect to Sovereign Investors Fund, the Adviser's Sub-advisory Agreement with SAMCorp was terminated effective January 1, 1999. With respect to Technology Fund, the Adviser has entered into a Sub-advisory agreement with American Fund Advisors, Inc. ("AFA"). AFA is located at 1415 Kellum Place, Suite 205 Garden City, New York 11530 and was incorporated under the laws of New York in 1978. AFA, subject to the supervision of the Adviser, manages the Technology Fund's investments. AFA also provides investment advisory and management services to individual and institutional clients. Under each respective Sub-advisory agreement, the corresponding Sub-adviser, subject to the review of the Trustees and the overall supervision of the Adviser, is responsible for managing the investment operations of the corresponding Fund and the composition of the Fund's portfolio and furnishing the Fund with advice and recommendations with respect to investments, investment policies and the purchase and sale of securities. As provided by the Advisory Agreements, each Fund pays the Adviser a fee, which is accrued daily and paid monthly in arrears and is equal on an annual basis to a stated percentage of the respective Fund's average daily net asset value. - ------------------------------------------------ --------------------------- Technology Fund 0.80% - ------------------------------------------------ --------------------------- International Fund 0.90% - ------------------------------------------------ --------------------------- Regional Bank Fund 0.80% - ------------------------------------------------ --------------------------- Financial Industries Fund 0.80% - ------------------------------------------------ --------------------------- Small Cap Growth Fund 0.75% - ------------------------------------------------ --------------------------- Mid Cap Growth Fund 0.75% - ------------------------------------------------ --------------------------- Large Cap Growth Fund 0.75% - ------------------------------------------------ --------------------------- Relative Value Fund 0.60% - ------------------------------------------------ --------------------------- Core Equity Fund 0.70% - ------------------------------------------------ --------------------------- Sovereign Investors Fund 0.60% - ------------------------------------------------ --------------------------- 500 Index Fund 0.10%* - ------------------------------------------------ --------------------------- Bond Fund 0.50% - ------------------------------------------------ --------------------------- Strategic Income Fund 0.60% - ------------------------------------------------ --------------------------- High Yield Bond Fund 0.60% - ------------------------------------------------ --------------------------- Money Market Fund 0.50% - ------------------------------------------------ --------------------------- *Reflects the Adviser's Agreement to limit the management fee. Without this limitation the management fee would be 0.35%. The Adviser has agreed to continue this limitation until April 30, 2002. Under each Sub-advisory agreement, the Adviser (not the Fund) pays a portion of its fee to the corresponding Sub-adviser. Until May 10, 2001, with respect to the International Fund, the Adviser pays a Sub-advisory fee to Nicholas-Applegate equal to 55% of the gross management fee received by the Adviser with respect to the International Fund's average daily net assets. Effective May 11, 2001, with respect to the International Fund, the Adviser will 44 pay quarterly a sub-advisory fee to Nicholas-Applegate 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. Until December 14, 2000, with respect to the International Fund, the Adviser paid a sub-advisory fee to IIIS equal to 55% of the gross management fee received by the Adviser with respect to the International Fund's average daily net assets. The Sub-advisory agreement with IIIS was terminated effective December 14, 2000. Prior to March 1, 2000, the Adviser paid JHAI a Sub-advisory fee equal to 70% of the advisory fee payable on the International Fund's average daily net assets. JHAI agreed to waive all but 0.05% of this fee beginning January 1, 2000. The Adviser's Sub-advisory agreement with JHAI was terminated effective March 1, 2000. With respect to the Core Equity Fund, the Adviser pays a sub-advisory fee to Independence equal to 55% of the advisory fee payable on the Fund's average daily net assets. With respect to Technology Fund, the Adviser pays a sub-advisory fee to AFA equal to 0.10% of the Technology Fund's average daily net assets. From time to time, the Adviser may reduce its fee or make other arrangements to limit the Fund's expenses to a specified percentage of average daily net assets. The adviser has voluntarily agreed to limit each Fund's expenses, excluding the management fee, to 0.25% of each Fund's average daily net assets. The Adviser retains the right to reimpose a fee and recover any other payments to the extent that, at the end of any fiscal year, the Fund's annual expenses fall below this limit. Securities held by a Fund may also be held by other funds or investment advisory clients for which the Adviser or any of its affiliates provides investment advice. Because of different investment objectives or other factors, a particular security may be bought for one or more funds or clients when one or more are selling the same security. If opportunities for purchase or sale of securities by the Adviser or Sub-adviser for a Fund or for other funds or clients for which the Adviser or Sub-adviser renders investment advice arise for consideration at or about the same time, transactions in such securities will be made, insofar as feasible, for the respective funds or clients in a manner deemed equitable to all of them. To the extent that transactions on behalf of more than one client of the Adviser or its affiliates may increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price. Pursuant to each Advisory Agreement, and, where applicable, Sub-advisory agreement, neither the Adviser nor any Sub-adviser is liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with the matters to which its respective contract relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser or any Sub-adviser in the performance of its duties or from its reckless disregard of the obligations and duties under the applicable agreement. Under the Advisory Agreements, each Fund may use the name "John Hancock" or any name derived from or similar to it only for as long as the applicable advisory agreement or any extension, renewal or amendment thereof remains in effect. If a Fund's advisory agreement is no longer in effect, the Fund (to the extent that it lawfully can) will cease to use such name or any other name indicating that it is advised by or otherwise connected with the Adviser. In addition, the Adviser or the Life Company may grant the non-exclusive right to use the name John Hancock or any similar name to any other corporation or entity, including but not limited to any investment company of which the Life Company or any subsidiary or affiliate thereof or any successor to the business of any subsidiary or affiliate thereof shall be the investment adviser. 45 For the fiscal years ended December 31, 1998, 1999 and 2000, the Adviser's management fee for each Fund is listed below. Funds 1998 Management fee received by the Adviser ----- ------------------------------------------- International $49,454 Regional Bank 72,908 Financial Industries 324,581 Small Cap Growth 43,238 Mid Cap Growth 7,546 Large Cap Growth 48,603 Relative Value 45,181 Core Equity 112,746 Sovereign Investors 139,125 500 Index 20,232* Bond 35,548 Strategic Income 62,923 High Yield Bond 32,414 Money Market 61,349 1999 Management fee 2000 Management fee Funds received by the Adviser received by the Adviser ----- ----------------------- ----------------------- Technology $ ---- $33,261 International 66,480 81,503 Regional Bank 173,090 113,415 Financial Industries 398,471 434,813 Small Cap Growth 80,965 213,759 Mid Cap Growth 20,806 99,566 Large Cap Growth 121,727 148,433 Relative Value 147,515 257,116 Core Equity 254,281 306,248 Sovereign Investors 248,937 295,467 500 Index 32,613* 33,179 Bond 57,967 80,502 Strategic Income 117,404 165,020 High Yield Bond 54,095 51,368 Money Market 117,918 194,539 *Net of limitation by Adviser. For the fiscal years ended December 31, 1998, 1999 and 2000, the Adviser limited its management fee. Without this limitation, the management fee received by the Adviser would have been $70,811, $114,145 and $116,127, respectively. Each Advisory Agreement, Sub-advisory agreement and Distribution Agreement will continue in effect from year to year if approved by either the vote of the Fund's shareholders or the Trustees, including a vote of a majority of the Trustees who are not parties to the agreement or "interested persons" of any such party, cast at a meeting called for such purposes. These agreements may be terminated on 60 days written notice by any party or by a vote of a majority of the outstanding voting securities of the affected Fund and will terminate automatically if assigned. On December 12, 2000, the Trustees approved the termination of IIIS as Sub-adviser to the International Fund and appointed Nicholas-Applegate as Sub-adviser effective December 14, 2000. On April 25, 2001, the shareholders of the International Fund approved the appointment of Nicholas-Applegate as Sub-adviser to the Fund. 46 Accounting and Legal Services Agreement. The Trust, on behalf of the Fund, is a party to an Accounting and Legal Services Agreement with the Adviser. Pursuant to this agreement, the Adviser provides the Fund with certain tax, accounting and legal services. - -------------------------------------------------------------------------------- Funds 1998 1999 2000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Technology $ --- $ ---- $ 810++++ - -------------------------------------------------------------------------------- International 870 1,312 1,697 - -------------------------------------------------------------------------------- Regional Bank 1,353+ 3,822 2,660 - -------------------------------------------------------------------------------- Financial Industries 6,370 8,707 10,269 - -------------------------------------------------------------------------------- Small Cap Growth 915 1,972 5,347 - -------------------------------------------------------------------------------- Mid Cap Growth 158+++ 511 2,504 - -------------------------------------------------------------------------------- Large Cap Growth 1,012 2,952 3,705 - -------------------------------------------------------------------------------- Relative Value 1,136++ 4,476 8,056 - -------------------------------------------------------------------------------- Core Equity 2,523 6,545 8,230 - -------------------------------------------------------------------------------- Sovereign Investors 3,643 7,445 9,273 - -------------------------------------------------------------------------------- 500 Index 3,237 5,834 6,221 - -------------------------------------------------------------------------------- Bond 1,109 2,094 2,048 - -------------------------------------------------------------------------------- Strategic Income 1,645 3,504 5,193 - -------------------------------------------------------------------------------- High Yield Bond 839++ 1,598 1,605 - -------------------------------------------------------------------------------- Money Market 1,914 4,300 7,395 - -------------------------------------------------------------------------------- *From commencement of operations on April 30, 1997. +From commencement of operations on May 1, 1998. ++From commencement of operations on January 6, 1998. +++From commencement of operations on January 7, 1998. ++++From commencement of operations on May 1, 2000. Personnel of the Adviser, Sub-Advisers, and their affiliates may trade securities for their personal accounts. The Funds also may hold, or may be buying or selling, the same securities. To prevent the Funds from being disadvantaged, the Adviser, the Sub-Adviser and their affiliates and the Funds have adopted a code of ethics which restricts the trading activity of those personnel. DISTRIBUTION CONTRACTS Distribution Agreement. John Hancock Funds, a wholly owned subsidiary of the Adviser, serves as the principal underwriter for the Trust in connection with the continuous offering of the shares of the Funds. John Hancock Funds has the exclusive right, pursuant to the Distribution Agreement, to purchase shares from the Funds at net asset value for resale to the separate accounts of insurance companies at the public offering price. NET ASSET VALUE For purposes of calculating the net asset value ("NAV") of the Funds' shares, the following procedures are utilized wherever applicable. Debt securities are valued on the basis of valuations furnished by a principal market maker or a pricing service, both of which generally utilize electronic data processing techniques to determine valuations for normal institutional size trading units of debt securities without exclusive reliance upon quoted prices. Equity securities traded on a principal exchange or NASDAQ National Market issues are generally valued at last sale price on the day of valuation. Securities in the aforementioned category for which no sales are reported and other securities traded over-the-counter are generally valued at the last available bid price. 47 Short-term debt instruments which have a remaining maturity of 60 days or less are generally valued at amortized cost which approximates market value. If market quotations are not readily available or if in the opinion of the Adviser any quotation or price is not representative of true market value, the fair value of any security may be determined in good faith in accordance with procedures approved by the Trustees. Money Market Fund utilizes the amortized cost valuation method of valuing portfolio instruments in the absence of extraordinary or unusual circumstances. Under the amortized cost method, assets are valued by constantly amortizing over the remaining life of an instrument the difference between the principal amount due at maturity and the cost of the instrument to the Fund. The Trustees will from time to time review the extent of any deviation of the net asset value, as determined on the basis of the amortized cost method, from net asset value as it would be determined on the basis of available market quotations. If any deviation occurs which may result in unfairness either to new investors or existing shareholders, the Trustees will take such actions as they deem appropriate to eliminate or reduce such unfairness to the extent reasonably practicable. These actions may include selling portfolio instruments prior to maturity to realize gains or losses or to shorten the Fund's average portfolio maturity, withholding dividends, splitting, combining or otherwise recapitalizing outstanding shares or utilizing available market quotations to determine net asset value per share. Foreign securities are valued on the basis of quotations from the primary market in which they are traded. Any assets or liabilities expressed in terms of foreign currencies are translated into U.S. dollars by the Funds' custodian based on London currency exchange quotations as of 5:00 p.m., London time (12:00 noon, New York time) on the date of any determination of a Fund's NAV. If quotations are not readily available, or the value has been materially affected by events occurring after the closing of a foreign market, assets are valued by a method that the Trustees believe accurately reflects fair value. The NAV for each Fund is determined each business day at the close of regular trading on the New York Stock Exchange (typically 4:00 p.m. Eastern Time) by dividing the Fund's net assets by the number of its shares outstanding. On any day an international market is closed and the New York Stock Exchange is open, any foreign securities will be valued at the prior day's close with the current day's exchange rate. Trading of foreign securities may take place on Saturdays and U.S. business holidays on which a Fund's NAV is not calculated. Consequently, a Fund's portfolio securities may trade and the NAV of that Fund's shares may be significantly affected on days when a shareholder has no access to that Fund. SPECIAL REDEMPTIONS Although the Funds would not normally do so, each Fund has the right to pay the redemption price of shares of the Fund in whole or in part in portfolio securities as prescribed by the Trustees. When the shareholder sells portfolio securities received in this fashion, a brokerage charge would be incurred. Any such securities would be valued for the purpose of making such payment at the same value as used in determining net asset value. Each Fund has elected to be governed by Rule 18f-1 under the 1940 Act. Under that rule, each Fund must redeem its shares solely for cash, except to the extent that redemption payments during any 90-day period for any one account, would exceed the lesser of $250,000 or 1% of the net asset value. DESCRIPTION OF THE TRUST'S SHARES The Trustees of the Trust are responsible for the management and supervision of the Funds. The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest of the Funds, without par value. Under the Declaration of Trust, the Trustees have the authority to create and classify shares of beneficial interest in separate 48 series and classes, without further action by shareholders. As of the date of this Statement of Additional Information, the Trustees have only authorized shares of the Funds. Additional series may be added in the future. The Trustees have not authorized the issuance of additional classes of shares of the Funds. Each share of a Fund represents an equal proportionate interest in the assets belonging to that Fund. When issued, shares are fully paid and nonassessable except as provided in the Prospectuses under the caption "Organization and Management of the Funds." In the event of liquidation of a Fund, shareholders are entitled to share pro rata in the net assets of the Fund available for distribution to such shareholders. Shares of a Fund are freely transferable and have no preemptive, subscription or conversion rights. In accordance with the provisions of the Declaration of Trust, the Trustees have initially determined that shares entitle their holders to one vote per share on any matter on which such shares are entitled to vote. The Trustees may determine in the future, without the vote or consent of shareholders, that each dollar of net asset value (number of shares owned times net asset value per share) will be entitled to one vote on any matter on which such shares are entitled to vote. The rights, if any, of Variable Contract holders to vote the shares of a Fund are governed by the relevant Variable Contract. For information on these voting rights, see the Prospectuses describing the Variable Contract. Unless otherwise required by the 1940 Act or the Declaration of Trust, each Fund has no intention of holding annual meetings of shareholders. Fund shareholders may remove a Trustee by the affirmative vote of at least two-thirds of the Trust's outstanding shares and the Trustees shall promptly call a meeting for such purpose when requested to do so in writing by the record holders of not less than 10% of the outstanding shares of the Trust. Shareholders may, under certain circumstances, communicate with other shareholders in connection with requesting a special meeting of shareholders. However, at any time that less than a majority of the Trustees holding office were elected by the shareholders, the Trustees will call a special meeting of shareholders for the purpose of electing Trustees. Under Massachusetts law, shareholders of a Massachusetts business trust could, under certain circumstances, be held personally liable for acts or obligations of the Trust. However, each Fund's Declaration of Trust contains an express disclaimer of shareholder liability for acts, obligations or affairs of the Funds. The Declaration of Trust also provides for indemnification out of the Funds' assets for all losses and expenses of any shareholder held personally liable by reason of being or having been a shareholder. The Declaration of Trust also provides that no series of the Funds shall be liable for the liabilities of any other series. Furthermore, no fund included in the Funds' Prospectuses shall be liable for the liabilities of any other series. Liability is therefore limited to circumstances in which the Funds would be unable to meet their obligations, and the possibility of this occurrence is remote. The Fund reserves the right to reject any application which conflicts with the Fund's internal policies or the policies of any regulatory authority. John Hancock Funds does not accept starter, credit card or third party checks. All checks returned by the post office as undeliverable will be reinvested at net asset value in the fund or funds from which a redemption was made or dividend paid. Information provided on the account application may be used by the Funds to verify the accuracy of the information or for background or financial history purposes. A joint account will be administered as a joint tenancy with right of survivorship, unless the joint owners notify John Hancock Servicing Center of a different intent. A shareholder's account is governed by the laws of The Commonwealth of Massachusetts. For telephone transactions, the transfer agent will take measures to verify the identity of the caller, such as asking for name, account number, Social Security or other taxpayer ID number and other relevant information. If appropriate measures are taken, the transfer agent is not responsible for any losses that may occur to any account due to an unauthorized telephone call. Also for your protection telephone transactions are not permitted on accounts whose names or addresses have changed within the past 30 days. Proceeds from telephone transactions can only be mailed to the address of record. 49 Selling activities for the Fund may not take place outside the U.S., except with U.S. military bases, APO addresses and U.S. diplomats. Brokers of record on Non-U.S. investors' accounts with foreign mailing addresses are required to certify that all sales activities have occurred, and in the future will occur, only in the U.S. A foreign corporation may purchase shares of the Fund only if it has a U.S. mailing address. DIVIDENDS Dividends from net investment income are declared and paid as follows: FUND DECLARED PAID - ---- -------- ---- Technology Fund Annually Annually International Fund Annually Annually Regional Bank Fund Quarterly Quarterly Financial Industries Fund Annually Annually Small Cap Growth Fund Annually Annually Mid Cap Growth Fund Annually Annually Large Growth Fund Annually Annually Relative Value Fund Quarterly Quarterly Core Equity Fund Quarterly Quarterly Sovereign Investors Fund Quarterly Quarterly 500 Index Fund Quarterly Quarterly Bond Fund Daily Monthly Strategic Income Fund Daily Monthly High Yield Bond Fund Daily Monthly Money Market Fund Daily Monthly Capital gains distributions are generally declared annually. Dividends are automatically reinvested in additional shares of the Funds. TAX STATUS Each Fund is treated as a separate entity for accounting and tax purposes, has elected or intends to elect to be treated, as a separate "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and intends to continue to qualify for each taxable year. As such and by complying with the applicable provisions of the Code regarding the sources of its income, the timing of its distributions, and the diversification of its assets, each Fund will not be subject to Federal income tax on taxable income (including net realized capital gains) which is distributed to shareholders in accordance with the timing requirements of the Code. Qualification of a Fund for treatment as a regulated investment company under the Code requires, among other things, that (a) at least 90% of a Fund's annual gross income, without being offset for losses from the sale or other disposition of stock or securities or other transactions, be derived from interest, dividends, payments with respect to securities loans and gains from the sale or other disposition of stock or securities or foreign currencies, or other income (including but not limited to gains from options, futures, or forward contracts) derived with respect to its business of investing in such stock, securities or currencies; (b) each Fund distributes to its shareholders for each taxable year (in compliance with certain timing requirements) as dividends at least 90% of 50 the sum of its taxable and tax-exempt net investment income, the excess of net short-term capital gain over net long-term capital loss earned in each year and any other net income (except for the excess, if any, of net long-term capital gain over net short-term capital loss, which need not be distributed in order for the Fund to qualify as a regulated investment company but is taxed to the Fund if it is not distributed); and (c) each Fund diversifies its assets so that, at the close of each quarter of its taxable year, (i) at least 50% of the fair market value of its total (gross) assets is comprised of cash, cash items, U.S. Government securities, securities of other regulated investment companies and other securities limited in respect of any one issuer to no more than 5% of the fair market value of the Fund's total assets and 10% of the outstanding voting securities of such issuer and (ii) no more than 25% of the fair market value of its total assets is invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies) or of two or more issuers controlled by the Fund and engaged in the same, similar, or related trades or businesses. Each Fund also must, and intends to, comply with the diversification requirements imposed by Section 817(h) of the Code and the regulations thereunder on certain insurance company separate accounts. These requirements, which are in addition to the diversification requirements imposed on a Fund by the 1940 Act and Subchapter M of the Code, place certain limitations on assets of each insurance company separate account used to fund variable contracts and, because Section 817(h) and those regulations treat the assets of the Fund as assets of the related separate account, the assets of a Fund that may be invested in securities of any one, two, three and four issuers. Specifically, the regulations provide that, except as permitted by the "safe harbor" described below, as of the end of each calendar quarter or within 30 days thereafter no more than 55% of the total assets of a Fund may be represented by any one investment, no more than 70% by any two investments, no more than 80% by any three investments and no more than 90% by any four investments. For this purpose, all securities of the same issuer are considered a single investment, and each U.S. Government agency and instrumentality is considered a separate issuer. Section 817(h) provides, as a safe harbor, that a separate account will be treated as being adequately diversified if the diversification requirements under Subchapter M are satisfied and no more than 55% of the value of the account's total assets is attributable to cash and cash items (including receivables), U.S. Government securities and securities of other regulated investment companies. Failure by a Fund to both qualify as a regulated investment company and satisfy the Section 817(h) requirements would generally result in treatment of the variable contract holders other than as described in the applicable variable contract prospectuses, including possible current inclusion in ordinary income of income accrued under the contracts for the current and all prior taxable years. Under certain circumstances described in the applicable Treasury regulations, inadvertent failure to satisfy the applicable diversification requirements may be corrected, but such a correction would require a payment to the Internal Revenue Service (the "I.R.S.") based on the tax contract holders would have incurred if they were treated as receiving the income on the contract for the period during which the diversification requirements were not satisfied. Any such failure may also result in adverse tax consequences for the insurance company issuing the contracts. Failure by a Fund to qualify as a regulated investment company would also subject the Fund to federal and state income taxation of all of its taxable income and gain, whether or not distributed to shareholders. If a Fund acquires stock in certain non-U.S. corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, certain rents and royalties or capital gain) or hold at least 50% of their assets in investments producing such passive income ("passive foreign investment companies"), that Fund could be subject to Federal income tax and additional interest charges on "excess distributions" received from such companies or gain from the sale of stock in such companies, even if all income or gain actually received by the Fund is timely distributed to its shareholders. The Fund would not be able to pass through to its shareholders any credit or deduction for such a tax. Certain elections may ameliorate these adverse tax consequences, but any such election could require the applicable Fund to recognize taxable income or gain without the concurrent receipt of cash. Any Fund that is permitted to acquire stock in foreign corporations may limit and/or manage its holdings in passive foreign investment companies to minimize its tax liability or maximize its return from these investments. 51 Foreign exchange gains and losses realized by a Fund in connection with certain transactions involving foreign currency-denominated debt securities, certain foreign currency futures and options, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Section 988 of the Code, which generally causes such gains and losses to be treated as ordinary income and losses and may affect the amount, timing and character of distributions to shareholders. Any such transactions that are not directly related to a Fund's investment in stock or securities, possibly including speculative currency positions or currency derivatives not used for hedging purposes, and could under future Treasury regulations produce income not among the types of "qualifying income" from which the Fund must derive at least 90% of its annual gross income. Income from investments in commodities, such as gold and certain related derivative instruments, is also not treated as qualifying income under this test. If the net foreign exchange loss for a year treated as ordinary loss under Section 988 were to exceed a Fund's investment company taxable income computed without regard to such loss but after considering the post-October loss regulations (i.e., all of the Fund's net income other than any excess of net long-term capital gain over net short-term capital loss) the resulting overall ordinary loss for such year would not be deductible by the Fund or its shareholders in future years. A Fund may be subject to withholding and other taxes imposed by foreign countries with respect to its investments in foreign securities. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes in some cases. For Federal income tax purposes, each Fund is generally permitted to carry forward a net realized capital loss in any year to offset its own net realized capital gains, if any, during the eight years following the year of the loss. To the extent subsequent net realized capital gains are offset by such losses, they would not result in Federal income tax liability to the applicable Fund and would not be distributed as such to shareholders. As of December 31, 2000, the following Funds had capital loss carryforwards: - -------------------------------------------------------------------------------- 2006 2007 2008 - -------------------------------------------------------------------------------- Technology -- -- $ 14,000 - -------------------------------------------------------------------------------- International -- -- 265,560 - -------------------------------------------------------------------------------- Regional Bank -- -- 2,212,041 - -------------------------------------------------------------------------------- Financial Industries -- $2,140,648 1,313,228 - -------------------------------------------------------------------------------- Small Cap Growth -- -- 2,089,105 - -------------------------------------------------------------------------------- Mid Cap Growth -- -- 633,415 - -------------------------------------------------------------------------------- Large Cap Growth -- -- 1,306,804 - -------------------------------------------------------------------------------- Sovereign Investors $157,877 101,159 1,206,695 - -------------------------------------------------------------------------------- Bond -- 67,593 215,568 - -------------------------------------------------------------------------------- Strategic Income 4,130 136,493 455,777 - -------------------------------------------------------------------------------- Each Fund that invests in certain pay in-kind securities ("PIKs") (debt securities whose interest payments may be made either in cash or in-kind), zero coupon securities or certain increasing rate securities (and, in general, any other securities with original issue discount or with market discount if the Fund elects to include market discount in income currently) must accrue income on such investments prior to the receipt of the corresponding cash payments. However, each Fund must distribute, at least annually, all or substantially all of its net income, including such accrued income, to shareholders to qualify as a regulated investment company under the Code and avoid Federal income tax. Therefore, a Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy distribution requirements. 52 Investments in debt obligations that are at risk of or are in default present special tax issues for any Fund that may hold such obligations, such as Relative Value Fund, Sovereign Investors Fund, Strategic Income Fund, Technology Fund, Large Cap Growth Fund, Financial Industries and High Yield Bond Fund. Tax rules are not entirely clear about issues such as when the Funds may cease to accrue interest, original issue discount, or market discount, when and to what extent deductions may be taken for bad debts or worthless securities, how payments received on obligations in default should be allocated between principal and income, and whether exchanges of debt obligations in a workout context are taxable. These and other issues will be addressed by any Fund that may hold such obligations in order to reduce the risk of distributing insufficient income to preserve its status as a regulated investment company and seek to avoid becoming subject to Federal income tax. Limitations imposed by the Code on regulated investment companies like the Funds may restrict a Fund's ability to enter into futures, options and currency forward transactions. Certain options, futures and forward foreign currency transactions undertaken by a Fund may cause such Fund to recognize gains or losses from marking to market even though its securities or other positions have not been sold or terminated and affect the character as long-term or short-term (or, in the case of certain currency forwards, options and futures, as ordinary income or loss) and timing of some capital gains and losses realized by the Fund. Also, certain of a Fund's losses on its transactions involving options, futures and forward foreign currency contracts and/or offsetting or successor portfolio positions may be deferred rather than being taken into account currently in calculating the Fund's taxable income or gains. These transactions may therefore affect the amount, timing and character of a Fund's distributions to shareholders. Certain of the applicable tax rules may be modified if the Fund is eligible and chooses to make one or more of certain tax elections that may be available. The Funds will take into account the special tax rules (including consideration of available elections) applicable to options, futures or forward contracts in order to minimize any potential adverse tax consequences. The tax rules applicable to dollar rolls, currency swaps and interest rate swaps, caps, floors and collars may be unclear in some respects, and the Funds may be required to limit participation in such transactions in order to qualify as regulated investment companies. Additionally, the Fund may be required to recognize gain, but not loss, if a swap or other transaction is treated as a constructive sale of an appreciated financial position in the Fund's portfolio. The Fund may have to sell portfolio securities under disadvantageous circumstances to generate cash, or borrow cash, to satisfy these distribution requirements. The foregoing discussion relates solely to U.S. Federal income tax law as applicable to the Funds and certain aspects of their distributions. The discussion does not address special tax rules applicable to insurance companies. Shareholders should consult their own tax advisers as to the Federal, state or local tax consequences of ownership or redemption of shares of, and receipt of distributions from, a Fund in their particular circumstances. The Funds are not subject to Massachusetts corporate excise or franchise taxes. Provided that each Fund qualifies as a regulated investment company under the Code, it will also not be required to pay any Massachusetts income tax. CALCULATION OF PERFORMANCE For the 30-day period ended December 31, 2000, the annualized yield was: Bond Fund 5.84% Strategic Income Fund 7.94% High Yield Bond Fund 14.03% 53 Yield (except for Money Market Fund). The yield of each Fund (except for Money Market Fund) is computed by dividing net investment income per share determined for a 30-day period by the net asset value per share on the last day of the period and annualizing the result. While this is the standard accounting method for calculating yield, it does not reflect the Fund's actual bookkeeping; as a result, the income reported or paid by the Fund may be different. The Fund's yield is computed according to the following standard formula: 6 Yield = 2 ( [ ( a - b ) + 1 ] - 1 ) ------- cd Where: a = dividends and interest earned during the period. b = net expenses accrued during the period. c = the average daily number of fund shares outstanding during the period that would be entitled to receive dividends. d = the net asset value per share on the last day of the period. Money Market Fund Yield. For the purposes of calculating yield for the Money Market Fund, daily income per share consists of interest and discount earned on the Fund's investments less provision for amortization of premiums and applicable expenses, divided by the number of shares outstanding, but does not include realized or unrealized appreciation or depreciation. If the Fund reports its annualized yield, it will also furnish information as to the average portfolio maturities of the Fund. It will also report any material effect of realized gains or losses or unrealized appreciation on dividends which have been excluded from the computation of yield. Yield calculations are based on the value of a hypothetical preexisting account with exactly one share at the beginning of the seven day period. Yield is computed by determining the net change in the value of the account during the base period and dividing the net change by the value of the account at the beginning of the base period to obtain the base period return. Base period is multiplied by 365/7 and the resulting figure is carried to the nearest 100th of a percent. Net change in account value during the base period includes dividends declared on the original share, dividends declared on any shares purchased with dividends of that share and any account or sales charges that would affect an account of average size, but excludes any capital changes. Effective yield is computed by determining the net change, exclusive of capital changes, in the value of a hypothetical preexisting account having a balance of one share at the beginning of the period, subtracting a hypothetical charge reflecting deductions from shareholder accounts, and dividing the difference by the value of the account at the beginning of the base period to obtain the base period return, and then compounding the base period return by adding 1, raising the sum to a power equal to 365 divided by 7, and subtracting 1 from the result, according to the following formula: EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)365/7]-1 Total Return. Each Fund's total return is computed by finding the average annual compounded rate of return over the indicated period that would equate the initial amount invested to the ending redeemable value according to the following formula The average annual total return for each Fund for the 1 year period ended December 31, 2000 and since, the commencement of operations through December 31, 2000 is as follows: 54 Commencement of 1 year period ended Operations to Funds December 31, 2000 December 31, 2000* - ----- ----------------- ------------------ Technology Fund --% -36.98% International -25.17% 6.02% Financial Industries 27.16% 18.90% Regional Bank 17.91% 4.96% Small Cap Growth -22.33% 11.02% Mid Cap Growth -11.73% 15.12% Large Cap Growth -31.30% 2.41% Relative Value -4.80% 22.01% Core Equity -7.11% 17.11% Sovereign Investors -0.33% 12.73% 500 Index -9.28% 17.75% Bond 11.85% 7.88% High Yield Bond -6.08% -1.41% Strategic Income 1.36% 32.63% * Financial Industries Fund commenced operations on April 30, 1997. Relative Value Fund and High Yield Bond Fund commenced operations on January 6, 1998. Mid Cap Growth Fund commenced operations on January 7, 1998. Regional Bank Fund commenced operations on May 1, 1998. Technology Fund commenced operations on May 2, 2000. Each of the other funds commenced operations on August 29, 1996. n _____ T = \ /ERV/P - 1 P = a hypothetical initial payment of $1,000. T = average annual total return. n = number of years. ERV = ending redeemable value of a hypothetical $1,000 investment made at the beginning of the indicated period. This calculation assumes that all dividends and distributions are reinvested at net asset value on the reinvestment dates during the period. The "distribution rate" is determined by annualizing the result of dividing the declared dividends of a Fund during the period stated by the net asset value at the end of the period. In addition to average annual total returns, a Fund may quote unaveraged or cumulative total returns reflecting the simple change in value of an investment over a stated period. Cumulative total returns may be quoted as a percentage or as a dollar amount, and may be calculated for a single investment, a series of investments, and/or a series of redemptions, over any time period. From time to time, in reports and promotional literature, a Fund's yield and total return will be compared to indices of mutual funds and bank deposit vehicles such as Lipper Analytical Services, Inc.'s "Lipper--Fixed Income Fund Performance Analysis," a monthly publication which tracks net assets, total return, and yield on fixed income mutual funds in the United States. Ibottson and Associates, CDA Weisenberger and F.C. Towers are also used for comparison purposes, as well as the Russell and Wilshire Indices. Performance rankings and ratings reported periodically in, and excerpts from, national financial publications such as MONEY MAGAZINE, FORBES, BUSINESS WEEK, THE WALL STREET JOURNAL, MICROPAL, INC., MORNINGSTAR, STANGER'S and BARRON'S, etc. will also be utilized. A Fund's promotional and sales literature may make reference to the Fund's "beta." Beta reflects the market-related risk of the Fund by showing how responsive the Fund is to the market. 55 The performance of a Fund is not fixed or guaranteed. Performance quotations should not be considered to be representations of performance of a Fund for any period in the future. The performance of a Fund is a function of many factors including its earnings, expenses and number of outstanding shares. Fluctuating market conditions; purchases, sales and maturities of portfolio securities; sales and redemptions of shares of beneficial interest; and changes in operating expenses are all examples of items that can increase or decrease a Fund's performance. BROKERAGE ALLOCATION Decisions concerning the purchase and sale of portfolio securities and the allocation of brokerage commissions are made by the Adviser, any Sub-adviser and the officers of the Trust pursuant to recommendations made by its investment committee, which consists of officers and directors of the Adviser and affiliates and officers and Trustees who are interested persons of the Funds. Orders for purchases and sales of securities are placed in a manner which, in the opinion of the Adviser or Sub-adviser, will offer the best price and market for the execution of each such transaction. Purchases from underwriters of portfolio securities may include a commission or commissions paid by the issuer and transactions with dealers serving as market makers reflect a "spread." Debt securities are generally traded on a net basis through dealers acting for their own account as principals and not as brokers; no brokerage commissions are payable on these transactions. In the U.S. Government securities market, securities are generally traded on a "net" basis with dealers acting as principal for their own account without a stated commission, although the price of the security usually includes a profit to the dealer. On occasion, certain money market instruments and agency securities may be purchased directly from the issuer, in which case no commissions or premiums are paid. In other countries, both debt and equity securities are traded on exchanges at fixed commission rates. Commissions on foreign transactions are generally higher than the negotiated commission rates available in the U.S. There is generally less government supervision and regulation of foreign stock exchanges and broker-dealers than in the U.S. Each Fund's primary policy is to execute all purchases and sales of portfolio instruments at the most favorable prices consistent with best execution, considering all of the costs of the transaction including brokerage commissions. This policy governs the selection of brokers and dealers and the market in which a transaction is executed. Consistent with the foregoing primary policy, the Conduct Rules of the NASDAQ and other policies that the Trustees may determine, the Adviser or Sub-Adviser may consider sales of shares of the Funds as a factor in the selection of broker-dealers to execute a Fund's portfolio transactions. Purchases of securities for Bond Fund, Strategic Income Fund and High Yield Bond Fund are normally principal transactions made directly from the issuer or from an underwriter or market maker for which no brokerage commissions are usually paid. Purchases from underwriters will include a commission or concession paid by the issuer to the underwriter, and purchases and sales from dealers serving as market makers will usually include a mark up or mark down. Purchases and sales of exchange-traded options and futures will be effected through brokers who charge a commission for their services. To the extent consistent with the foregoing, each Fund will be governed in the selection of brokers and dealers, and the negotiation of brokerage commission rates and dealer spreads, by the reliability and quality of the services, including primarily the availability and value of research information and to a lesser extent statistical assistance furnished to the Adviser or relevant Sub-adviser of the Fund, and their value and expected contribution to the performance of the Fund. It is not possible to place a dollar value on information and services to be received from brokers and dealers, since it is 56 only supplementary to the research efforts of the Adviser or relevant Sub-adviser. The receipt of research information is not expected to reduce significantly the expenses of the Adviser or relevant Sub-adviser. The research information and statistical assistance furnished by brokers and dealers may benefit the Life Company or other advisory clients of the Adviser or relevant Sub-adviser, and conversely, brokerage commissions and spreads paid by other advisory clients of the Adviser or relevant Sub-adviser may result in research information and statistical assistance beneficial to the Funds. The Funds will not make commitments to allocate portfolio transactions on any prescribed basis. While the Adviser's officers will be primarily responsible for the allocation of each Fund's brokerage business, the policies and practices of the Adviser in this regard must be consistent with the foregoing and will at all times be subject to review by the Trustees. - -------------------------------------------------------------------------------- 1998 Broker 1999 Broker 2000 Broker Funds Commissions Commissions Commissions - -------------------------------------------------------------------------------- International $31,688 $44,805 $10,693 - -------------------------------------------------------------------------------- Regional Bank 15,933 13,672 65,029 - -------------------------------------------------------------------------------- Financial Industries 85,961 107,541 16,755 - -------------------------------------------------------------------------------- Small Cap Growth 10,790 15,451 55,411 - -------------------------------------------------------------------------------- Mid Cap Growth 4,603 7,790 23,319 - -------------------------------------------------------------------------------- Large Cap Growth 28,768 55,628 24,172 - -------------------------------------------------------------------------------- Relative Value 67,087 113,466 49,360 - -------------------------------------------------------------------------------- Core Equity 15,467 43,018 152,533 - -------------------------------------------------------------------------------- Sovereign Investors 34,227 38,021 49,746 - -------------------------------------------------------------------------------- 500 Index 8,110 4,016 54,708 - -------------------------------------------------------------------------------- Bond 0 0 0 - -------------------------------------------------------------------------------- Strategic Income 455 12 120 - -------------------------------------------------------------------------------- High Yield Bond 2,778 1,613 3,598 - -------------------------------------------------------------------------------- Technology 0 0 10,693 - -------------------------------------------------------------------------------- As permitted by Section 28(e) of the Securities Exchange Act of 1934, a Fund may pay to a broker which provides brokerage and research services to the Fund an amount of disclosed commission in excess of the commission which another broker would have charged for effecting that transaction. This practice is subject to a good faith determination by the Trustees that the price is reasonable in light of the services provided and to policies that the Trustees may adopt from time to time. During the fiscal year ended December 31, 2000, Core Equity, 500 Index, Financial Industries, Bond, High Yield Bond, International, Sovereign Investors, Strategic Income did not directed commissions in the amounts of to compensate brokers for research services such as industry, economics and company reviews and evaluations of securities. During the fiscal year ended December 31, 2000, Regional Bank, Small Cap Growth, Large Cap Growth, Relative Value, Mid Cap Growth and Technology directed commissions in the amounts of $4,670, $4,369, $29,295, 37,662, $11,649, and $1,391, respectively, to compensate brokers for research services such as industry, economics and company reviews and evaluations of securities. The Adviser's indirect parent, the Life Company, is the indirect sole shareholder of Signator Investors, Inc., a broker-dealer (until January 1, 1999, John Hancock Distributors, Inc.) ("Signator" or "Affiliated Broker"). Credit Agricole, IIIS parent, has several affiliates engaged in the brokerage business in Europe and Asia: Credit Agricole Indosuez Cheuvreux; CPR Action (ex-Schelcher Prince Cheuvreux de Virieu International Ltd, London; Cheuvreux de Virieu, Nordic AB, Stockholm, Cheuvreux de Virieu, Espana, Madrid, Credit Agricole Indosuez Cheuvreux Deutschland GMBH, Frankfourt/ Main; Caboto Sim in Italy; Carr Securities; Carr Futures SNC. (Paris) and Carr Futures PTE, Singapore (all "Affiliated Brokers"). Pursuant to procedures determined by the Trustees and consistent with the above policy of obtaining best net results, the Funds may execute portfolio transactions with or through Affiliated Brokers. During the fiscal years ending December 31, 1998, 1999 and 2000, the Funds did not execute any portfolio transactions with Affiliated Brokers. 57 Affiliated Brokers may act as broker for a Fund on exchange transactions, subject, however, to the general policy of the Funds set forth above and the procedures adopted by the Trustees pursuant to the Investment Company Act. Commissions paid to an Affiliated Broker must be at least as favorable as those which the Trustees believe to be contemporaneously charged by other brokers in connection with comparable transactions involving similar securities being purchased or sold. A transaction would not be placed with an Affiliated Broker if a Fund would have to pay a commission rate less favorable than the Affiliated Broker's contemporaneous charges for comparable transactions for its other most favored, but unaffiliated, customers except for accounts for which the Affiliated Broker acts as clearing broker for another brokerage firm, and any customers of the Affiliated Broker not comparable to a Fund as determined by a majority of the Trustees who are not interested persons (as defined in the Investment Company Act) of the Fund, the Adviser or the Affiliated Broker. Because the Adviser, which is affiliated with the Affiliated Broker, has, as an investment adviser to the Funds, the obligation to provide investment management services, which includes elements of research and related investment skills such research and related skills will not be used by the Affiliated Broker as a basis for negotiating commissions at a rate higher than that determined in accordance with the above criteria. Other investment advisory clients advised by the Adviser may also invest in the same securities as the Funds. When these clients buy or sell the same securities at substantially the same time, the Adviser may average the transactions as to price and allocate the amount of available investments in a manner which the Adviser believes to be equitable to each client, including the Funds. Because of this, client accounts in a particular style may sometimes not sell or acquire securities as quickly or at the same prices as they might if each were managed and traded individually. For purchases of equity securities, when a complete order is not filled, a partial allocation will be made to each account pro rata based on the order size. For high demand issues (for example, initial public offerings), shares will be allocated pro rata by account size as well as on the basis of account objective, account size ( a small account's allocation may be increased to provide it with a meaningful position), and the account's other holdings. In addition, an account's allocation may be increased if that account's portfolio manager was responsible for generating the investment idea or the portfolio manager intends to buy more shares in the secondary market. For fixed income accounts, generally securities will be allocated when appropriate among accounts based on account size, except if the accounts have different objectives or if an account is too small to get a meaningful allocation. For new issues, when a complete order is not filled, a partial allocation will be made to each account pro rata based on the order size. However, if a partial allocation is too small to be meaningful, it may be reallocated based on such factors as account objectives, duration benchmarks and credit and sector exposure. In some instances, this investment procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for it. On the other hand, to the extent permitted by law, the Adviser or Sub-Adviser may aggregate securities to be sold or purchased for the Fund with those to be sold or purchased for other clients managed by it in order to obtain best execution. SHAREHOLDER SERVICING AGENT John Hancock Annuity Servicing Office, 529 Main Street, (X-4) Charlestown, MA 02129, a division of the Life Company, is the shareholder servicing agent for the Funds. Currently, the Funds pay no fee. 58 CUSTODY OF PORTFOLIO Portfolio securities of the International Fund, Money Market Fund and 500 Index Fund are held pursuant to a custodian agreement between the Trust and State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02205. Portfolio securities of the other Funds are held pursuant to a custodian agreement between the Trust and Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA 02117. Under the custodian agreements, the custodians perform custody, portfolio and fund accounting services. INDEPENDENT AUDITORS Ernst & Young LLP, 200 Clarendon Street Boston, Massachusetts 02116, is the independent auditor of the Trust. The financial statements of the Funds have been audited by Ernst & Young LLP for the periods indicated in their report thereon appearing elsewhere herein, and have been included in reliance on their report given on their authority as experts in accounting and auditing. 59 APPENDIX Description of Bond Ratings The ratings of Moody's Investors Service, Inc. and Standard & Poor's Ratings Group represent their opinions as to the quality of various debt instruments they undertake to rate. It should be emphasized that ratings are not absolute standards of quality. Consequently, debt instruments with the same maturity, coupon and rating may have different yields while debt instruments of the same maturity and coupon with different ratings may have the same yield. MOODY'S INVESTORS SERVICE, INC. Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Aa: Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuations of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities. A: Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment at some time in the future. Baa: Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Ba: Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B: Bonds which are rated B generally lack the characteristics of desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Caa: Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. Ca: Bonds which are rated Ca represented obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. C: Bonds which are rated C are the lowest rated class of bonds and issues as rated can be regarded as having extremely poor prospects of ever attaining any real investment standing. A-1 STANDARD & POOR'S RATINGS GROUP AAA: Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity to pay interest and repay principal is extremely strong. AA: Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in small degree. A: Debt rated A has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. BBB: Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories. BB, B: Debt rated BB, and B is regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. BB indicates the lowest degree of speculation and CC the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. CCC: Debt rated 'CCC' has a currently identifiable vulnerability to default, and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The 'CCC' rating category is also used for debt subordinated to senior debt that is assigned an actual or implied 'B' or 'B-' rating. CC: The rating 'CC' is typically applied to debt subordinated to senior debt that is assigned an actual or implied 'CCC' rating. C: The rating 'C' is typically applied to debt subordinated to senior debt which is assigned an active or implied 'CCC-' debt rating. The 'C' debt rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued. FITCH INVESTORS SERVICE ("Fitch") AAA, AA, A, BBB - Bonds rated AAA are considered to be investment grade and of the highest quality. The obligor has an extraordinary ability to pay interest and repay principal, which is unlikely to be affected by reasonably foreseeable events. Bonds rated AA are considered to be investment grade and high quality. The obligor's ability to pay interest and repay principal, while very strong, is somewhat less than for AAA rated securities or more subject to possible change over the term of the issue. Bonds rated A are considered to be investment grade and of good quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings. Bonds rated BBB are considered to be investment grade and of satisfactory quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to weaken this ability than bonds with higher ratings. A-2 CORPORATE AND TAX-EXEMPT COMMERCIAL PAPER RATINGS Moody's - Commercial Paper ratings are opinions of the ability of issuers to repay punctually promissory obligations not having an original maturity in excess of nine months. Prime-1, indicates highest quality repayment capacity of rated issue and Prime-2 indicates higher quality. S&P - Commercial Paper ratings are a current assessment of the likelihood of timely payment of debts having an original maturity of no more than 365 days. Issuers rated A have the greatest capacity for a timely payment and the designation 1,2 and 3 indicates the relative degree of safety. Issues rated "A-1=" are those with an "overwhelming degree of credit protection." Fitch - Commercial Paper ratings reflect current appraisal of the degree of assurance of timely payment. F-1 issues are regarded as having the strongest degree of assurance for timely payment. (=) is used to designate the relative position of an issuer within the rating category. F-2 issues reflect an assurance of timely payment only slightly less in degree than the strongest issues. The symbol (LOC) may follow either category and indicates that a letter of credit issued by a commercial bank is attached to the commercial paper note. Other Considerations - The ratings of S&P, Moody's, and Fitch represent their respective opinions of the quality of the municipal securities they undertake to rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently, municipal securities with the same maturity, coupon and ratings may have different yields and municipal securities of the same maturity and coupon with different ratings may have the same yield. A-3 FINANCIAL STATEMENTS The financial statements listed below are included and incorporated by reference into Part B of the Registration Statement from the 2001 Annual Report to Shareholder's for the year ended December 31, 2000 (filed electronically on March 1, 2001, accession number 0000928816-01-000098, file no. 811-07437 and 33-64465). John Hancock Declaration Trust Statement of Assets and Liabilities as of December 31, 2000. Statement of Operations for the year ended of December 31, 2000. Statement of Changes in Net Assets for each of the two years in the period ended December 31, 2000. Financial Highlights for each of the two years in the period ended December 31, 2000. Schedule of Investments as of December 31, 2000. Notes to Financial Statements. Report of Independent Auditors. F-1 The latest report from your Fund's management team ANNUAL REPORT Declaration Trust Equity V.A. Core Equity Fund V.A. 500 Index Fund V.A. Large Cap Growth Fund V.A. Mid Cap Growth Fund V.A. Relative Value Fund (formerly V.A. Large Cap Value Fund) V.A. Small Cap Growth Fund V.A. Sovereign Investors Fund - ------------------------------------------------------ International V.A. International Fund - ------------------------------------------------------ Sector V.A. Financial Industries Fund V.A. Regional Bank Fund V.A. Technology Fund - ------------------------------------------------------ Income V.A. Bond Fund V.A. High Yield Bond Fund V.A. Money Market Fund V.A. Strategic Income Fund DECEMBER 31, 2000 [A 2" x 1" John Hancock (Signature)/John Hancock Funds logo in lower, center middle of page. A tag line below reads "JOHN HANCOCK FUNDS".] Table of Contents Page 1) CEO Corner 3 2) Portfolio Manager Commentary This commentary reflects the views of the portfolio managers or portfolio management teams through the end of the period discussed in this report. Of course, the managers' or team's views are subject to change as market and other conditions warrant. Equity V.A. Core Equity Fund 4 V.A. 500 Index Fund 7 V.A. Large Cap Growth Fund 10 V.A. Mid Cap Growth Fund 13 V.A. Relative Value Fund 16 V.A. Small Cap Growth Fund 19 V.A. Sovereign Investors Fund 22 International V.A. International Fund 25 Sector V.A. Financial Industries Fund 28 V.A. Regional Bank Fund 31 V.A. Technology Fund 34 Income V.A. Bond Fund 37 V.A. High Yield Bond Fund 40 V.A. Money Market Fund 43 V.A. Strategic Income Fund 45 3) Financial Statements 48 4) Notes to Financial Statements 121 TRUSTEES Dennis S. Aronowitz* Stephen L. Brown Richard P. Chapman, Jr. William J. Cosgrove* Leland O. Erdahl Richard A. Farrell Maureen R. Ford Gail D. Fosler William F. Glavin Dr. John A. Moore Patti McGill Peterson John W. Pratt* * Members of the Audit Committee OFFICERS Stephen L. Brown Chairman Maureen R. Ford Vice Chairman, President and Chief Executive Officer William L. Braman Executive Vice President and Chief Investment Officer Susan S. Newton Vice President and Secretary James J. Stokowski Vice President and Treasurer Thomas H. Connors Vice President and Compliance Officer CUSTODIANS Investors Bank & Trust Company 200 Clarendon Street Boston, Massachusetts 02116 V.A. Bond Fund V.A. Core Equity Fund V.A. Financial Industries Fund V.A. High Yield Bond Fund V.A. Large Cap Growth Fund V.A. Mid Cap Growth Fund V.A. Regional Bank Fund V.A. Relative Value Fund V.A. Small Cap Growth Fund V.A. Sovereign Investors Fund V.A. Strategic Income Fund V.A. Technology Fund State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 V.A. 500 Index Fund V.A. International Fund V.A. Money Market Fund TRANSFER AGENT John Hancock Annuity Servicing Office 529 Main Street (X-4) Charlestown, Massachusetts 02129 INVESTMENT ADVISER John Hancock Advisers, Inc. 101 Huntington Avenue Boston, Massachusetts 02199-7603 SUB-INVESTMENT ADVISERS American Fund Advisors, Inc. 1415 Kellum Place Garden City, New York 11530 V.A. Technology Fund Nicholas-Applegate Capital Management LP 600 West Broadway San Diego, California 92101 V.A. International Fund Independence Investment Associates, Inc. 53 State Street Boston, Massachusetts 02109 V.A. Core Equity Fund ISSUER John Hancock Life Insurance Company John Hancock Variable Life Insurance Company* 200 Clarendon Street Boston, Massachusetts 02117 *Not Licensed in New York PRINCIPAL DISTRIBUTOR John Hancock Funds, Inc. 101 Huntington Avenue Boston, Massachusetts 02199-7603 LEGAL COUNSEL Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109-1803 INDEPENDENT AUDITORS Ernst & Young LLP 200 Clarendon Street Boston, Massachusetts 02116-5072 CEO CORNER [A 1" x 1" photo of Maureen R. Ford, Vice Chairman and Chief Executive Officer, flush right next to second paragraph.] DEAR SHAREHOLDERS: After providing investors with positive returns since 1991, and double-digit returns since 1995, the stock market brought investors down to earth in 2000. High-priced technology stocks plunged from their record highs, and rising interest rates produced a slowing economy by year end. The tech-heavy NASDAQ Composite Index ended the year losing 39.29%, while the Standard & Poor's 500 Index fell 9.10%. If nothing else, the year 2000 served as a reminder for investors to set more realistic expectations, especially given how unusual the string of strong returns was between 1995 and 1999. It also highlighted the importance of having a diversified portfolio and maintaining a long-term perspective, particularly during tempestuous market times, to avoid making emotional, perhaps costly, investment decisions. We begin 2001 with a new U.S. president, new possibilities and lingering uncertainties. Questions remain about how successful the Federal Reserve will be in achieving the sought-after "soft landing" for the economy. As this story unfolds, the impact of a slower-growing economy on corporate profits will emerge. Even though the Fed remains a key driver of the market's direction, we are also watching Washington, D.C. as President George W. Bush takes control and attempts to enact tax cuts. Market moves aside, this is a time of year when many investors' thoughts often turn to more taxing matters. As part of your tax-planning strategy, we encourage you to work with your investment professional to consider the various options for minimizing and deferring tax payments - -- in an effort to maximize results. These include focusing on tax-exempt funds, contributing the maximum to retirement plans, establishing or adding to IRAs and funding a variable annuity. These concrete steps, coupled with a rededication to the tenets of long-term investing, are good ways to get the new year off to the right start. Sincerely, /S/ MAUREEN R. FORD MAUREEN R. FORD, VICE CHAIRMAN CHIEF EXECUTIVE OFFICER BY PAUL MCMANUS FOR THE PORTFOLIO MANAGEMENT TEAM John Hancock V.A. Core Equity Fund Slowing economy, dimming earnings prospects sink stocks The year 2000 was marked by unprecedented volatility, as the markets fell sharply in the spring, rallied over the summer and plunged again during the final four months of the year. The Federal Reserve Board, which had already hiked interest rates three times in 1999, added three more increases in the first half of 2000, including a 0.50% increase in May. With share prices in technology, telecommunications and biotechnology stocks reflecting unrealistically optimistic expectations, the Fed's actions were enough to puncture the speculative bubble and bring the popular market averages lower. The tech-heavy NASDAQ Composite Index was particularly vulnerable, shedding a whopping 39.29% in 2000. "On a relative basis, we were helped by our holdings in health care..." At the time of the Fed's final increase on May 16, there was scant evidence of decelerating growth in corporate earnings or the overall economy. Accordingly, the markets rallied during the summer, buoyed by investors' belief that interest rates were stabilizing and their hope that higher rates would cool the economy without doing significant damage to earnings. [Table at bottom left-hand column entitled "Top Five Stock Holdings." The first listing is General Electric 4.6%, the second is Citigroup 4.4%, the third Pfizer 3.6%, the fourth Merck 3.2% and the fifth ExxonMobil 3.0%. A note below the table reads "As a percentage of net assets on December 31, 2000."] That hope was shattered in the fall. Prominent companies in a broad variety of sectors issued warnings that fourth-quarter profits would be substantially lower than previously expected. At the same time, data on industrial production, retail sales, employment and consumer confidence all gave evidence of a slowing economy. As a result, sellers took control and the markets plummeted. Defensive sectors like health care, consumer nondurables and financial services managed to buck the trend, as did energy, but growth stocks in most sectors had an extremely difficult year in 2000. Performance summary The Fund continued to implement its strategy of buying undervalued stocks of companies with improving fundamentals. In sectors such as technology, however, it was more a question of identifying the companies that appeared to suffer the least deterioration in fundamentals. The Fund had a losing year but finished ahead of the S&P 500 Index, primarily due to favorable stock selection. For the 12 months ended December 31, 2000, John Hancock V.A. Core Equity Fund had a return of - -7.11% at net asset value. In comparison, the S&P 500 returned -9.10%, including reinvested dividends. However, the Fund trailed the 1.15% return of the average variable annuity growth and income fund, according to Lipper, Inc. Many funds in the Lipper average have a heavier emphasis on value-oriented investments, which were the place to be, especially during the second half of the period. Longer-term performance information can be found on page six. Health care, financials help returns On a relative basis, we were helped by our holdings in health care, a sector we steadily increased throughout the year. Compared with companies in other sectors, health-care firms, especially pharmaceutical companies, had generally superior earnings growth prospects. One of the best performers, Warner-Lambert, rose sharply as a result of being the target of a bidding war between Pfizer and American Home Products (Pfizer ultimately won). Merck, Pharmacia, Bristol-Myers Squibb and Schering-Plough were other drug stocks that made meaningful contributions to performance. [Bar chart at the top of left-hand column with heading "Fund Performance." Under the heading is a note that reads "For the year ended December 31, 2000." The chart is scaled in increments of 2% with -10% at the bottom and 2% at the top. The first bar represents the -7.11% total return for John Hancock V.A. Core Equity Fund. The second bar represents the 1.15% total return for Average variable annuity growth and income fund. A note below the chart reads "The total return for John Hancock V.A. Core Equity Fund is at net asset value with all distributions reinvested. The average variable annuity growth and income fund is tracked by Lipper, Inc. See the following page for historical performance information."] Financial stocks were another area of strength, helped by the growing consensus that a weakening economy would bring lower interest rates. Both stock selection and a marginal overweighting aided performance relative to our benchmark. One of our top performers, Fannie Mae, also benefited when Congress lost interest in an initiative that would have removed the competitive advantages Fannie Mae enjoys because of its status as a quasi-government organization. Another holding in the sector meriting mention is Citigroup, which continued to post consistently good earnings growth through its favorable mix of banking, brokerage and insurance businesses. Technology and telecommunications hit the skids Leading the list of negative contributors were many names that made positive contributions a year ago. Microsoft was hurt earlier in the year by the Justice Department's antitrust lawsuit, then by slowing demand for personal computers. We reduced the position to below market weight in the first half of the period, but the stock still hurt performance substantially. Lucent Technologies was a different story. We liked the stock for the first half of the year, but it subsequently became apparent to us that the company was slipping behind competitors in some key technological areas. Consequently, we sold the entire position in the fourth quarter. Long-distance provider WorldCom reflected the intense competition for telephone services of all kinds, as did Sprint and AT&T, two other lackluster performers. Despite the carnage, we maintained roughly a market weighting in technology. The Fund stresses diversification and attempts to keep its risk profile similar to that of the S&P 500 Index. "...we would not be surprised to see a series of interest-rate reductions." Looking ahead Amid considerable pessimism about stocks, the Fed surprised investors by cutting interest rates on January 3, just after the period ended. It appears that the primary challenge facing investors over the short term will be balancing the positive effects of lower rates with the negative ramifications of slower earnings growth. Through its actions, the Fed has served notice that it intends to be aggressive about addressing the current slowdown, so we would not be surprised to see a series of interest-rate reductions. Furthermore, history has shown that the stock market responds well to multiple rate cuts by the Fed. We will consider these and many other factors as we continue our search for undervalued stocks of companies with improving fundamentals. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (8/29/96) ---------- ---------- Cumulative Total Returns (7.11%) 98.43% Average Annual Total Returns(1) (7.11%) 17.11% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return since inception would have been 16.69%. The expense limitation did not impact the one-year performance. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Core Equity Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Core Equity Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Standard & Poor's 500 Index and is equal to $22,043 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Core Equity Fund on August 29, 1996 and is equal to $19,844 as of December 31, 2000. BY ROGER HAMILTON, CFA, PORTFOLIO MANAGER [A 1 1/2" x 3" photo at bottom right side of page of John Hancock V.A. 500 Index Fund. Caption below reads "Roger Hamilton."] John Hancock V.A. 500 Index Fund Tech stock sell-off causes S&P 500 Index to post weak performance During 2000, the Standard & Poor's 500 Index posted one of its largest losses in more than a decade, declining 9.10% for the year. But the Index's losses seem worse than they really were. While technology and telecommunications stocks -- two of the most influential groups within the Index -- suffered painful declines during the year, more than 249 out of 444 stocks that were in the Index at the start of 2000 actually posted gains for the year. Among the year's bright spots were groups like drugs, electric utilities, energy, insurance, food and thrifts. Possibly the most notable trend in 2000 was the shift away from high-growth tech and telecommunications companies into more defensive, value-oriented stocks. After bidding up their prices in 1998, 1999 and the first quarter of 2000, investors suddenly and dramatically soured on both tech and telecom as they became increasingly concerned that the business fundamentals of most of these companies didn't justify their sky-high valuations. That's not to say that tech and telecom stocks were the year's only disappointments. Retailers, automotive companies and basic-material producers also posted losses as concerns about a slowing economy weighed heavily on these groups. "...the biggest story of 2000 was the reversal of fortune of tech and telecommuni- cations stocks." [Table at bottom left-hand column entitled "Top Five Stock Holdings." The first listing is General Electric 4.1%, the second is ExxonMobil 2.5%, the third Pfizer 2.4%, the fourth Cisco Systems 2.2% and the fifth Citigroup 2.1%. A note below the table reads "As a percentage of net assets on December 31, 2000."] Fund performance John Hancock V.A. 500 Index Fund had a total return of -9.28% at net asset value. By comparison, the average variable annuity S&P 500 Index objective fund had a total return of -9.32%, according to Lipper, Inc. Historical performance information can be found on page nine. In managing the Fund, our goal is to have our holdings closely track those of the S&P 500 Index, while minimizing the costs associated with buying and selling shares of stocks. Although there are frequent changes in the composition of the Index, we re-balance the Fund's holdings less frequently to minimize transaction costs. When we get additional money into the Fund that cannot immediately be deployed into Index components, we buy S&P 500 Index futures, which allow us to participate in the Index's performance without incurring the higher transaction costs of buying stocks. Incidentally, 2000 was one of those years when there were many changes in the composition of the Index. As a result of a variety of factors, including mergers and acquisitions, financial failures or others, more than 56 new companies were added to the Index during the year. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the year ended December 31, 2000." The chart is scaled in increments of 5% with -10% at the bottom and 0% at the top. The first bar represents the -9.28% total return for John Hancock V.A. 500 Index Fund. The second bar represents the - -9.10% total return for S&P 500 Index. The third bar represents the -9.32% total return for Average variable annuity S&P 500 Index objective fund. A note below the chart reads "The total return for John Hancock V.A. 500 Index Fund is at net asset value with all distributions reinvested. The average variable annuity S&P 500 Index objective fund is tracked by Lipper, Inc. See the following page for historical performance information."] "Given the slowing economy, we could see more disappointing earnings results." Leaders and laggards Undoubtedly, the biggest story of 2000 was the reversal of fortune of tech and telecommunications stocks. After posting eye-popping gains in 1999 and the first quarter of 2000, the tech stock mania stalled. From Internet-related companies to software makers to hardware manufacturers, investors increasingly sold tech stocks as evidence mounted that the slowing economy was eating away at profits. Losses suffered by Internet access providers Yahoo! and AOL took a big toll on the Index's performance on a capitalization weighted basis, losing more than 85% and 54%, respectively, for the year. Lucent Technologies posted a loss of nearly 81%. Shares of the beleaguered e-tailer Amazon.com slid almost 80% as investors worried that holiday sales would weaken. WorldCom and AT&T both suffered losses in excess of 65% in the wake of falling long-distance prices. Dell Computer and Intel lost 65% and 27%, respectively, due to slower-than-expected demand for personal computers. Microsoft tumbled more than 62% on worries about the antitrust suit against the company, coupled with weaker demand for its software. But outside the tech and telecommunications sectors, nowhere was the S&P 500 Index's health more evident than in the financial and drug sectors. Finance company Washington Mutual and insurance giant American International Group posted gains of 105% and 36% in response to expectations that falling interest rates in 2001 would boost their financial results. Likewise, Fannie Mae got a lift from the prospect of falling rates, and posted a gain of more than 38%. Citigroup, up 22%, was also boosted by the prospect of lower interest rates. Within the drug sector, Pfizer and Merck each rose about 40% on investors' growing desire for defensive stocks and on expectations that the demand for established drugs will remain steady. Higher oil prices lifted energy stocks, particularly Enron, which rose more than 87% during the year. Rounding out the Index's top 10 biggest contributors for 2000 were two consumer products companies nearly left for dead in 1999. Philip Morris surged more than 91% and PepsiCo gained roughly 40%. Outlook The first half of 2001 could continue to be a difficult period for the stock market. Given the slowing economy, we could see more disappointing earnings results. But after the Fed's surprise move to cut rates just days after the year ended, and with the prospect of more rate cuts in the offing, we are hopeful that it could provide the impetus for better stock-market performance in the second half of the year. No matter what the direction of the market, our goal will be to closely track the performance of the S&P 500 Index, and our performance will be dictated by the Index. The past year has served as a useful reminder that S&P 500 Index funds are susceptible to market downturns, and, as a result, the Fund's share price will rise and fall in response to gains or losses posted by the underlying stocks in the Index. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (8/29/96) ---------- ---------- Cumulative Total Returns (9.28%) 103.25% Average Annual Total Returns(1) (9.28%) 17.75% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) and the management fee to 0.l0% of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return for the one-year period and since inception would have been (9.86%) and 17.20%, respectively. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. 500 Index Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. 500 Index Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Standard & Poor's 500 Index and is equal to $22,043 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. 500 Index Fund on August 29, 1996 and is equal to $20,326 as of December 31, 2000. BY WILLIAM L. BRAMAN AND ROBERT UEK FOR THE PORTFOLIO MANAGEMENT TEAM John Hancock V.A. Large Cap Growth Fund Tough going for Fund and stock market in 2000 [A 1 1/2" x 3" photo at bottom right side of page of John Hancock V.A. Large Cap Growth Fund. Caption below reads "Will Braman."] The bears were out in full force during the past 12 months, particularly in the technology arena. Volatility began early on and continued in prolonged bouts as the period progressed. Speculation about the economy's direction and the sustainability of corporate profits dominated investors' concerns. By year's end, all the major stock indexes were down considerably, as was John Hancock V.A. Large Cap Growth Fund. "...all the major stock indexes were down..." Fund performance For the 12 months ended December 31, 2000, the Fund produced a total return of -31.30% at net asset value. By comparison, the Fund's benchmark index, the Russell Top 200 Growth Index, returned -24.53%, the tech-heavy NASDAQ Composite Index returned -39.29% and the broader market, as measured by the Standard & Poor's 500 Index, returned - -9.10%. In the same period, the average variable annuity growth fund returned -9.22%, according to Lipper, Inc. Historical performance information can be found on page 12. The Fund's performance lagged its peers primarily because of our heavy stake in technology, particularly the more aggressive companies, which we maintained throughout much of the year. As the earnings of many technology companies decelerated, their stock prices came back down to earth. [Table at bottom left-hand column entitled "Top Five Stock Holdings." The first listing is Pfizer 5.3%, the second is General Electric 4.7%, the third Cisco Systems 4.1%, the fourth Oracle Systems 3.6% and the fifth Tyco International 3.6%. A note below the table reads "As a percentage of net assets on December 31, 2000."] Technology struggles For a long time, we have been espousing the dynamic long-term growth prospects of many technology stocks and, indeed, the sector itself. We firmly believe technology companies will continue to drive not only the United States' economy but the world's as well, thereby providing investors with considerable long-term growth potential. The strength of the technology stock sector in recent years is certainly a testament to this belief. However, with each interest rate increase by the Federal Reserve Board this past spring -- and then with each new economic report suggesting a slowdown -- investors began to question the ability of companies, particularly technology firms, to continue meeting the very high earnings expectations of the past few years. Consequently, it grew increasingly difficult for many investors to justify the high stock prices in exchange for the potential payback. When a company posted disappointing earnings -- as many did -- the stock price was pummeled. As the stock prices in the tech and biotech sec tors dropped, fears arose about the possible price declines of other richly valued stocks. Investors harvested whatever profits they could and ran for cover in the United States Treasury market. [Bar chart at the top of left-hand column with heading "Fund Performance." Under the heading is a note that reads "For the year ended December 31, 2000." The chart is scaled in increments of 5% with -35% at the bottom and 0% at the top. The first bar represents the -31.30% total return for John Hancock V.A. Large Cap Growth Fund. The second bar represents the -9.22% total return for Average variable annuity growth fund. A note below the chart reads "The total return for John Hancock V.A. Large Cap Growth Fund is at net asset value with all distributions reinvested. The average variable annuity growth fund is tracked by Lipper, Inc. See the following page for historical performance information."] Tech holdings reduced Throughout the period, a large amount of the Fund's net assets remained in the technology sector, with the weighting peaking in September at around 60% of net assets. By period's end, however, the stake was reduced to 43%. While the sector's downturn had a hand in bringing that figure down, we also eliminated many holdings from the Fund. Our reasons had more to do with the possibility of further stock price volatility than with any concerns we had about the business fundamentals or long-term growth prospects of many of the companies we sold. In trimming the Fund's weighting, we targeted many names relating to personal computer hardware. Issues we sold included IBM, Microsoft, Gateway, Dell and Hewlett Packard. We also eliminated positions in commodity semiconductors and semiconductor equipment by selling Intel, Texas Instruments, Applied Materials and Micron. Other high-priced stocks that demonstrated an increased risk of price declines were sold as well. In the biotechnology sector, we moved out of Immunex and Amgen. We held on to, and even purchased, some stocks in the computer networking and communications sub sectors as stock prices became increasingly attractive. We bought such issues as Juniper Networks, CIENA, JDS Uniphase and Nortel Networks. Health care, finance increased As the period progressed, we added to the Fund's weighting in health-care and financial stocks. In health care, it was the pharmaceuticals we sought. This past year, investors prized the earnings predictability of large drug companies. These steady growers are also defensive in nature, as they are relatively insulated from economic changes. We increased the size of our stakes in Pfizer, Pharmacia and Johnson & Johnson and initiated a new position in Merck. As technology stock prices dropped, drug stocks soared. "...we are mindful that plenty of volatility may well lie ahead." Our financial focus has been fairly broad-based, though we emphasized insurance names slightly. In addition to the relatively attractive stock prices, the business cycle and pricing environment among property casualty and insurance companies has been improving. We also thought it prudent for the Fund to have exposure to the mortgage-lending and consumer-lending sub sectors. The stocks that caught our attention include AFLAC, American General, Wells Fargo, Fannie Mae, MBNA, Citigroup and State Street Corp. Outlook Shortly after the close of the period, the Fed cut the fed funds rate by one-half a percent. As encouraged as we are by the Fed's recent actions, we are mindful that plenty of volatility may well lie ahead. In our opinion, investors will need quite a bit more convincing before returning to growth stocks. First-quarter earnings reports will be somewhat of a guidepost. The good news is that tech stock prices are now more attractive than they have been in years. While the stock prices of many companies have been taken down by 60% to 70%, many are still growing their earnings by anywhere from 30% to 50%. With that in mind, we are now inclined to selectively increase the Fund's technology exposure and position for what we believe will be an eventual rebound. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (8/29/96) ---------- ---------- Cumulative Total Returns (31.30%) 10.87% Average Annual Total Returns(1) (31.30%) 2.41% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return since inception would have been 1.72%. The expense limitation did not impact the one-year performance. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Large Cap Growth Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Russell Top 200 Growth Index -- an unmanaged index which measures the performance of the Russell Top 200 companies with higher price-to-book ratios and higher forecasted growth values. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Large Cap Growth Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Russell Top 200 Growth Index and is equal to $22,269 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Large Cap Growth Fund on August 29, 1996 and is equal to $11,087 as of December 31, 2000. BY BARBARA C. FRIEDMAN, CFA, PORTFOLIO MANAGEMENT TEAM LEADER [A 1 1/2" x 3" photo at bottom right side of page of John Hancock V.A. Mid Cap Growth Fund. Caption below reads "Barbara Friedman."] John Hancock V.A. Mid Cap Growth Fund Mid caps sink along with market Mid-cap growth stocks held up well in the volatile first half of 2000, but eventually faltered amid a sharp slowdown in economic growth. Early in the year, mid-cap stocks, with their strong earnings and more reasonable valuations, remained in favor. In March, however, investors abandoned technology stocks, concerned that they had reached unsustainably high prices in light of rising interest rates and a potential deceleration in the economy. Growth stocks of all sizes suffered, while safer haven sectors like finance, health care, energy and utilities took off. By the fourth quarter, there was evidence of much slower economic growth. Weaker consumer and corporate spending hurt sales in many sectors. Stock prices fell, with the Russell Midcap Growth Index returning -11.75% for 2000. [Table at bottom left hand column entitled "Top Five Stock Holdings." The first listing is Waters Corp. 2.3%, the second is Millennium Pharmaceuticals 1.9%, the third Aeroflex 1.8%, the fourth AFLAC, Inc. 1.8% and the fifth McLeodUSA 1.8%. A note below the table reads "As a percentage of net assets on December 31, 2000."] Strategy and performance review In this difficult environment, John Hancock V.A. Mid Cap Growth Fund maintained its long-term focus on mid-size companies with strong earnings growth prospects and market capitalizations in the range of the Russell Midcap Growth Index. The Fund's above-average stake in both technology and telecommunications stocks, along with weak performance among radio stocks, resulted in a -11.73% return at net asset value for the year ended December 31, 2000. By comparison, the average variable annuity mid-cap fund, which includes funds that invest in both mid-cap growth and value stocks, returned 5.21%, according to Lipper, Inc. Historical performance information appears on page 15. "We lightened up on technology over the summer, but kept a market weighting..." Telecom and radio disappointments The Fund maintained a high stake in competitive local exchange carriers (CLECs) such as Global Crossing, McLeodUSA, XO Communi cations (formerly NEXTLINK) and Allegiance Telecom. Concerns that some CLECs would be unable to obtain funding to build out their systems hurt the entire sector, sending stock prices down 50% or more for the year. We held on to CLECs that were fully funded through 2001 and, in many cases, beyond. In addition, most of our companies ended the year in better shape fundamentally than a year earlier, having added new customers and access lines faster than anticipated. Radio stocks also declined significantly last year, as investors anticipated a huge slowdown in advertising spending in 2001. We sold smaller, specialized names like Radio One last summer. But during the fall, we added shares of leading broadcasters like Clear Channel Com munications and His panic Broadcasting, believing that inves tors had overreacted to what should be a less precipitous drop in ad spending. [Bar chart at the top of left-hand column with heading "Fund Performance." Under the heading is a note that reads "For the year ended December 31, 2000." The chart is scaled in increments of 5% with -15% at the bottom and 10% at the top. The first bar represents the -11.73% total return for John Hancock V.A. Mid Cap Growth Fund. The second bar represents the 5.21% total return for Average variable annuity mid-cap fund. A note below the chart reads "The total return for John Hancock V.A. Mid Cap Growth Fund is at net asset value with all distributions reinvested. The average variable annuity mid-cap fund is tracked by Lipper, Inc. See the following page for historical performance information."] "...we have distributed the Fund's assets across a wider array of sectors..." Technology bright spots We lightened up on technology over the summer, but kept a market weighting because we expect technology spending to continue to outpace the growth rate of the overall economy. We focused on stocks in the fast-growing areas of data storage and fiber optics. Companies like Brocade Communications Systems, which provides switches for storage systems, benefited as the Internet explosion increased data storage demands. Many top performers for the year were fiber-optics-related businesses, including Corning, a leading fiber supplier, which we sold mid-year; E-Tek Dynamics, an equipment manufacturer, which was bought out; and Applied Micro Circuits, which sells integrated circuits. Comverse Technology also did quite well as demand grew for the profitable, value-added services (like voice mail) that it provides to telephone companies. Unfortunately, we had our share of technology disappointments, including Lexmark International, which makes printers. As PC demand failed to pick up this fall, the stock got hammered, causing us to sell. Strength in finance and health care We used the proceeds from our technology sales to add to our finance and health-care investments. Finance stocks climbed largely in anticipation of declining interest rates. Concord EFS, a company that specializes in electronic transaction processing for credit cards, also soared as demand for its services increased. USA Education (formerly Sallie Mae), which makes student loans, benefited from a favorable competitive environment and a recent acquisition. Other strong performers included Ambac Financial Group, a municipal bond insurer that is expanding internationally, and Golden West Financial, a California savings and loan with a sizable mortgage business. In the health-care area, Waters Corp. and Applera Corp.--Applied Biosystems Group posted strong gains as demand increased for the analytical equipment they supply to biotech companies. We added health-care service names like Community Health Systems, a well-managed chain of rural hospitals that took off after going public this summer. Allergan, a drug company that specializes in eye diseases, also boosted performance as investors looked for safer-haven investments. Outlook for 2001 As we start 2001, we believe the environment will be one of uncertainty, continued volatility and more modest gains. We expect more companies to announce earnings disappointments related to the rapid deceleration in economic growth. But economic growth, though low, should remain positive, as business in many sectors remains strong. Inflation should also remain under control. The fact that the Federal Reserve acted quickly after year end to cut interest rates bodes well for the economy - -- and for the market. Going forward, we expect a variety of sectors to participate in any market upturn, although there will also be more distinct winners and losers within each sector. For this reason, we have distributed the Fund's assets across a wider array of sectors with a focus on the strongest mid-cap stocks in each sector -- names that should be among the first to rebound in an economic recovery. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (1/7/98) ---------- ---------- Cumulative Total Returns (11.73%) 52.13% Average Annual Total Returns(1) (11.73%) 15.12% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return for the one-year period and since inception would have been (11.83%) and 13.55%, respectively. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Mid Cap Growth Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in both the Standard & Poor's 500 Index and the Russell Midcap Growth Index. The Standard & Poor's 500 Index is an unmanaged index that includes 500 widely traded common stocks and is a commonly used measure of stock market performance. The Russell Midcap Growth Index is an unmanaged index that contains those securities from the Russell Midcap Index with a greater-than-average growth orientation. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Mid Cap Growth Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are three lines. The first line represents the Russell Midcap Growth Index and is equal to $15,737 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Mid Cap Growth Fund on January 7, 1998 and is equal to $15,213 as of December 31, 2000. The third line represents the Standard & Poor's 500 Index and is equal to $14,148 as of December 31, 2000. BY TIMOTHY E. QUINLISK, CFA, PORTFOLIO MANAGEMENT TEAM LEADER, AND R. SCOTT MAYO, CFA, PORTFOLIO MANAGER [A 1 1/2" x 3" photo at bottom right side of page of John Hancock V.A. Relative Value Fund. Caption below reads "Timothy Quinlisk."] John Hancock V.A. Relative Value Fund Stock market declines as economic growth slows The past year was a difficult one for stock investors. Early on, technology and telecommunications stocks -- the leading growth sectors - -- reached what seemed to be unsustainable prices, while investors ignored value sectors like finance and utilities. This situation began to reverse in March, when signs of slower economic growth raised concerns about whether the high-fliers would be able to meet earnings expectations. Investors bolted out of technology in search of safer havens, boosting finance, energy, health-care and utilities stocks. Throughout the summer and into the fall, value stocks continued to lead. The market remained volatile and took a sharp downturn in the fourth quarter amid increasing signs that the economy might be headed for a hard landing. As consumer and corporate spending slowed, the Standard & Poor's 500 Index tumbled, returning -9.10% in 2000. "We're especially interested in companies where there is a catalyst ...that can unlock the stock's intrinsic value." Fund stays the course A weak stock market gives us more opportunities to buy great businesses that have the ability to grow and create value over a long period at a time when their stocks are selling at bargain prices. We're especially interested in companies where there is a catalyst -- such as a restructuring, new management or new product -- that can unlock the stock's intrinsic value. For the year ended December 31, 2000, John Hancock V.A. Relative Value Fund stayed ahead of the market, returning - -4.80% at net asset value. However, the Fund's above-average investment in beaten-down technology stocks caused us to lag the average variable annuity growth and income fund, which returned 1.15%, according to Lipper, Inc. For historical performance information, please see page 18. [Table at bottom left-hand column entitled "Top Five Stock Holdings." The first listing is Parametric Technology Corp. 5.3%, the second is AT&T-Liberty Media Group 5.1%, the third Hughes Electronics 5.0%, the fourth Tyco International 4.9% and the fifth Sprint Corp. 4.4%. A note below the table reads "As a percentage of net assets on December 31, 2000."] Technology nosedives The Fund's largest stake was in the technology sector, where nearly all stocks -- strong and weak alike -- posted significant declines. Our biggest disappointments included Lucent Technologies, which failed to meet investors' expectations regarding a new product launch; Conexant Systems, which experienced weakening demand from personal computer manufacturers that buy its semiconductors; and Computer Associates International, which saw demand soften as mainframe software customers waited for IBM's newest mainframe product to come out. We held on because we believe these stocks will be among the first to benefit once corporations step up spending again. In a related area, Hughes Electronics, a direct television operator, also saw its stock price sink as subscriber growth weakened. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the year ended December 31, 2000." The chart is scaled in increments of 5% with -5% at the bottom and 5% at the top. The first bar represents the -4.80% total return for John Hancock V.A. Relative Value Fund. The second bar represents the 1.15% total return for Average variable annuity growth and income fund. A note below the chart reads "The total return for John Hancock V.A. Relative Value Fund is at net asset value with all distributions reinvested. The average variable annuity growth and income fund is tracked by Lipper, Inc. See the following page for historical performance information."] Finance and capital goods deliver Fortunately, our sizable investments in finance and capital goods helped buoy the Fund. In the finance area, we focused on names with strong earnings growth, including Ace, Ltd. and XL Capital, Ltd., property and casualty insurers that benefited as investors anticipated improved pricing. Ambac Financial Group, a municipal bond insurer, also did well, thanks to new market opportunities abroad and growing demand. In the capital goods sector, many of our investments profited from strong demand, including PerkinElmer, a company that supplies health-care testing equipment; Millipore, which provides filtration products for the pharmaceutical, biotechnology, and semiconductor markets; Corning, the leading provider of fiber for fiber-optic networks; and Amphenol, an electronics company that makes connectors for the aerospace, cable and wireless industries. As these stocks reached full valuations, we took profits. Diverse operations gain Our investments in multi-industry companies like Tyco International and Honeywell International also bolstered performance. Tyco, a company with a diverse mix of businesses and strong execution, spun off some assets in the second half of the year, which helped unlock the stock's value. Honeywell, whose management was under tremendous pressure to better integrate its Allied-Signal acquisition, benefited when General Electric announced it was buying the company late in the year. ACNielsen, which provides market research to retailers, and Etec Systems, a semiconductor equipment provider, also were strong performers, thanks to buyouts during the period. Finally, local telephone providers CenturyTel and Verizon Communications did well as investors began to focus on the value of their core local telephone businesses. "We are positioning the Fund for a recovery, but think it will be different from the past." Volatility yields opportunity As we head into 2001, the economic slowdown most likely means more companies will miss earnings expectations, causing increased market volatility. Fortunately, shortly after the new year began, the Federal Reserve began lowering interest rates. Any further rate cuts, along with tax decreases under the new administration, could help re-ignite economic growth. We are positioning the Fund for a recovery, but think it will be different from the past. Typically, the first stocks to benefit are early cyclicals -- retailers, home builders and auto parts stocks, for example, that do well once consumers start spending again. This time, because there is little pent-up consumer demand, we expect more corporate-oriented businesses to be among the first to move. With that in mind, we've begun taking money out of finance and shifting it into beaten-down media, telecom and technology stocks. We've added to our stakes in names like Parametric Technology, a mechanical design maker, and AT&T Corp. -- Liberty Media Group, the largest cable television provider in the United States. We've also made some new purchases including Viacom, the leading media company worldwide, and Sprint, a telephone company with strong local assets as well as long distance and wireless services. We believe our focus on great businesses that are selling at bargain prices will continue to benefit the Fund. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (1/6/98) ---------- ---------- Cumulative Total Returns (4.80%) 81.03% Average Annual Total Returns(1) (4.80%) 22.01% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets.Without the limitation of expenses, the average annual total return since inception would have been 21.92%. The expense limitation did not impact the one-year performance. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Relative Value Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Relative Value Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Relative Value Fund on January 6, 1998 and is equal to $18,103 as of December 31, 2000. The second line represents the Standard & Poor's 500 Index and is equal to $14,148 as of December 31, 2000. BY BERNICE S. BEHAR, CFA, PORTFOLIO MANAGEMENT TEAM LEADER, AND ANURAG PANDIT, CFA, PORTFOLIO MANAGER [A 1 1/2" x 3" photo at bottom right side of page of John Hancock V.A. Small Cap Growth Fund. Caption below reads "Bernice Behar."] John Hancock V.A. Small Cap Growth Fund Growth stocks fall from favor as technology stumbles in 2000 After a very strong 1999, small-cap growth stocks sank under the weight of falling technology and telecommunications stocks in 2000. Rising interest rates and growing earnings concerns in the face of a slowing economy caused investors to flee these high-priced sectors that had held their undivided attention until mid March. This reversal sent the tech-heavy NASDAQ Composite Index down 39.29% for the year, as investors became more focused on less expensive and more defensive segments of the market like health care, financial and energy stocks. Value stocks replaced growth stocks as the place to be. The result was a huge gap in performance between two of the major indexes that track small-cap stocks, with the Russell 2000 Value Index gaining 22.83% and the Russell 2000 Growth Index losing 22.43% for the year ended December 31, 2000. [Table at bottom left-hand column entitled "Top Five Stock Holdings." The first listing is Newfield Exploration 1.5%, the second is Corporate Executive Board 1.5%, the third Bindley Western Industries 1.4%, the fourth AmeriSource Health Corp. 1.4% and the fifth LifePoint Hospitals 1.3%. A note below the table reads "As a percentage of net assets on December 31, 2000."] Fund performance John Hancock V.A. Small Cap Growth Fund performed in line with its benchmark Russell 2000 Growth Index, posting a total return of -22.33% at net asset value for the year ended December 31, 2000. That compared with the 0.24% return of the average variable annuity small-cap fund, according to Lipper, Inc. Our relative underperformance stems from the fact that this Lipper group includes funds that were able to invest in more value-oriented stocks. Furthermore, while we were underweight in technology versus our benchmark index, we remained overweighted versus the peer group. We also suspect that some of our peers held on to more of the stocks that recently graduated from small-cap to mid-cap status on their strong performance, since mid-cap companies produced some of the best relative earnings growth. In contrast, we typically sell companies once they grow too big for our small-cap focus. "...we built our weighting across a number of health-care industries..." Individual tech standouts Despite the tech and telecom group's difficult run this year, good individual stock picking provided us with some standouts, including Internet software company Interwoven and telecommunications equipment companies Virata and Powerwave. While these helped us to outperform the index in the technology category, the group's results were still negative and held us back, especially in the Internet area. Some big detractors were Mediaplex and Broadbase Software, both of which help companies develop their Web sites and target their advertising; they were hurt as the Internet advertising model started to come into question. At appropriate times we sold some of these stocks. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the year ended December 31, 2000." The chart is scaled in increments of 5% with -25% at the bottom and 5% at the top. The first bar represents the -22.33% total return for John Hancock V.A. Small Cap Growth Fund. The second bar represents the 0.24% total return for Average variable annuity small-cap fund. A note below the chart reads "The total return for John Hancock V.A. Small Cap Growth Fund is at net asset value with all distributions reinvested. The average variable annuity small-cap fund is tracked by Lipper, Inc. See the following page for historical performance information."] "Even with a slowing economy, we remain confi- dent in our ability to find good small companies..." Going defensive: health care, financials, energy As questions arose over the year about the strength of user demand across all technology and telecom subsectors, we pared our stakes and put the proceeds into more defensive areas where we felt the relative earnings growth potential appeared more certain for the foreseeable future. These included health care, financials and energy. A large piece of our health-care stake was in biotechnology companies, where a string of good news -- from the completion of the Human Genome Project, to a flood of new products, increased spending and a favorable capital markets environment -- bodes well for the group. Although biotech stocks have a tendency to be volatile, many of our biotech companies served us well on balance for the year, including CV Therapeutics, COR Therapeutics, NPS Pharmaceuticals and Alkermes. In fact, by the end of the year, we took some profits in our biotech stake not only to lock in gains, but also to position the Fund more defensively and reduce our risk level. In addition to biotech, we built our weighting across a number of health-care industries, including medical device companies such as Wilson Greatbatch Technologies and distributors such as AmeriSource Health and Bindley Western Industries, which received a takeover proposal from one of the largest health-care distributors. We also upped our stake in rural hospital companies LifePoint Hospitals and Province Healthcare. Their results have improved, and their stock prices too, through a combination of aggressive management of the hospitals they run and positive pricing trends. We brought our weighting in financial stocks up to our benchmark's level by buying several regional banks with strong growth rates, such as Texas banks Southwest Bancorp and Sterling Bancshares. We also added several specialty property and casualty companies like HCC Insurance and title insurance company Fidelity National, all of which we believe will benefit from a lower interest-rate environment. With rising oil prices and a pickup in exploration, we added to energy companies like Lone Star Technologies, Pride International and Newfield Exploration. Companies serving the natural gas industry, like Universal Compression, did especially well. A look ahead In the short term, we expect small-cap stocks to remain volatile while the economy continues to slow and companies adjust their earnings downward. We're more optimistic about later in the year, however, as small-cap growth stock valuation levels are more attractive now and companies will have a better chance of beating lowered expectations. This is especially true in the wake of the Fed's surprise cut in short-term interest rates just days after the year ended to prevent the economy from stalling. Even with a slowing economy, we remain confident in our ability to find good small companies with accelerating and sustainable earnings growth, dominant positions and strong management. We believe we will be rewarded for holding such companies over the long term. - ---------------------------------------------------------------- See the prospectus for a discussion of the risks of investing in small-cap stocks. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (8/29/96) ---------- ---------- Cumulative Total Returns (22.33%) 57.38% Average Annual Total Returns(1) (22.33%) 11.02% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return for the one-year period and since inception would have been (22.43)% and 10.03%, respectively. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Small Cap Growth Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Russell 2000 Index and the Russell 2000 Growth Index. The Russell 2000 Index is an unmanaged small-cap index that is comprised of 2,000 U.S. stocks. The Russell 2000 Growth Index is an unmanaged index that contains Russell 2000 Index stocks with a greater-than-average growth orientation. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Small Cap Growth Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are three lines. The first line represents the Russell 2000 Index and is equal to $16,219 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Small Cap Growth Fund on August 29, 1996 and is equal to $15,738 as of December 31, 2000. The third line represents the Russell 2000 Growth Index and is equal to $14,370 as of December 31, 2000. BY JOHN F. SNYDER, III, PORTFOLIO MANAGEMENT TEAM LEADER, AND BARRY H. EVANS, CFA, AND PETER M. SCHOFIELD, PORTFOLIO MANAGERS [A 1 1/2" x 3" photo at bottom right side of page of John Hancock V.A. Sovereign Investors Fund. Caption below reads "John Snyder."] John Hancock V.A. Sovereign Investors Fund A significant shift in the market bolsters the Fund's approach The stock market experienced a significant shift at the end of the first quarter of 2000. In the first quarter, market averages skyrocketed, bolstered by a very narrow group of technology and telecommunications stocks that many investors believed were immune to the vicissitudes of the economy. Lulled into complacency, many investors ignored the kind of fundamental research that is the foundation of our approach -- looking for growth at a reasonable price. Instead, they looked for growth at any price, choosing to pay extremely high prices for a clique of tech and telecom stocks based only on the speculation that these companies would continue to promise or offer vibrant growth. "As of July 1, 2000, the Fund has been able to invest up to 35% of its stocks in non-dividend performers." [Table at bottom left-hand column entitled "Top Five Stock Holdings." The first listing is Citigroup 2.7%, the second is Chevron 2.6%, the third Interpublic Group 2.6%, the fourth Chase Manhattan 2.5% and the fifth Minnesota Mining & Manufacturing 2.4%. A note below the table reads "As a percentage of net assets on December 31, 2000."] All of that changed during the second quarter and as we progressed through the year. The economy softened, the speculative bubble burst, issues of credit quality plagued the financial markets and corporate spending fell sharply. Corporate announcements of earnings shortfalls became more widespread. In response, there was a dramatic selloff in the overvalued technology and telecommunications sectors, and the market began to broaden as investor attitudes changed. No longer cavalier about risk, investors turned toward attractively valued companies with steady growth that are perceived to be havens safe from an economic downturn -- precisely the kinds of stocks that populated the Fund. When all was said and done, the Standard & Poor's 500 Index, a common proxy for stock market performance, suffered a loss in value of 9.10% for the year ended December 31, 2000. Understanding performance John Hancock V.A. Sovereign Investors Fund produced better results than the broad market, remaining essentially flat, with a total return of - -0.33% at net asset value for the year ended December 31, 2000. By comparison, the average variable annuity equity income fund returned 6.74% for the same period, according to Lipper, Inc. Historical performance information can be found on page 24. The Fund lagged its competitors because of its lack of technology holdings during the first quarter in a tech-driven market. However, the market shift that started in the second quarter of 2000, combined with the Fund's newly implemented flexibility, helped it begin to outpace its peer group. As more reasonably valued stocks rebounded, so did many of the stocks in the Fund, including consumer staple stocks like PepsiCo and Anheuser-Busch, health-care firms like Baxter International and Abbott Laboratories, and financials like Fannie Mae, Freddie Mac and supplemental insurance company AFLAC. On the other hand, even though we reduced the Fund's retail exposure, we did suffer some losses from our holdings in Target, Home Depot and Lowe's. With consumer spending down, advertising revenues fell off, hurting our investments in Gannett and Interpublic Group. An underweighted position in the solid-performing electric utilities sector also ate into the Fund's performance relative to its peers. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the year ended December 31, 2000." The chart is scaled in increments of 2% with -2% at the bottom and 8% at the top. The first bar represents the -0.33% total return for John Hancock V.A. Sovereign Investors Fund. The second bar represents the 6.74% total return for Average variable annuity equity income fund. A note below the chart reads "The total return for John Hancock V.A. Sovereign Investors Fund is at net asset value with all distributions reinvested. The average variable annuity equity income fund is tracked by Lipper, Inc. See the following page for historical performance information."] Enhancing the Fund's investment flexibility Earlier in the year, the Fund's Board of Trustees approved an amendment that we believe will enhance the Fund's investment flexibility. As shareholders know, since inception the Fund has invested 100% of its stock investments in what we call "dividend performers" -- companies that have increased their dividends for at least ten consecutive years. As of July 1, 2000, the Fund has been able to invest up to 35% of its stocks in non-dividend performers. The reason for this modification is simple. Historically, companies have been measured largely on their ability to consistently produce and increase dividends. Today, however, many companies have different views on the importance of dividends as a measure of corporate health. In fact, the number of companies that raise their dividends year after year is shrinking. Instead of paying for dividend increases, many companies are using cash flow to reinvest in their businesses through stock buybacks, acquisitions or restructurings. The rising-dividend requirement that has served shareholders so well is still valid. However, as the market has evolved, blind adherence to it would threaten our ability to deliver returns. We want to stress that this modification will not change the Fund's fundamental objective. However, it will give us the flexibility to keep the stocks we like even if their rising-dividend pattern is interrupted. In addition, we will now have the opportunity to consider a broader universe of attractive companies that fit our fundamental criteria -- strong management, financial soundness, stable earnings and profitability, brand-name recognition and reasonable valuations -- even if they do not meet our ten-year rising dividend test. "We expect continued weakening in the U.S. economy during the first part of 2001..." Outlook 2001 We expect continued weakening in the U.S. economy during the first part of 2001 due in part to reduced capital spending, a softening global economy, weakening offshore demand for U.S. products and lower consumer spending. In fact, the combination of these factors in an environment of very low inflation led the Federal Reserve Board to cut short-term interest rates just days into 2001. Since economic growth slowed so quickly in late 2000, we anticipate that the Fed will continue to be aggressive, looking to once again achieve the maestro touch of successfully engineering another soft landing. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (8/29/96) ---------- ---------- Cumulative Total Returns (0.33%) 68.23% Average Annual Total Returns(1) (0.33%) 12.73% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual return since inception would have been 12.42%. The expense limitation did not impact the one-year performance. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Sovereign Investors Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Sovereign Investors Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Standard & Poor's 500 Index and is equal to $22,043 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Sovereign Investors Fund on August 29, 1996 and is equal to $16,824 as of December 31, 2000. John Hancock V.A. International Fund Overseas markets stumble in 2000 On December 14, 2000, Nicholas-Applegate Capital Management assumed management responsibility for the Fund under a new subadvisory agreement that shareholders will be asked to formally approve in an upcoming proxy solicitation. Founded in 1984, Nicholas-Applegate is a recognized leader in U.S. equity, global and international equity management and currently manages more that $35 billion for institutional and individual investors. The discussion below provides a summary of the Fund's performance for the year, followed by commentary from the new managers on their investment style and strategies going forward. The year 2000 was a difficult one for foreign stock markets as a group, led by a significant downturn in Japan, where economic problems prevailed, its currency fell and its main market index -- the Nikkei -- suffered from a reshuffling that upped the technology weighting. The year began on the same high that closed out 1999, as the "TMT" sectors - -- technology, media and telecommunications -- were soaring. But the tide turned in March, when TMT stocks worldwide began a dramatic plunge as fears grew that many of these stocks were far too expensive in the face of a potential slowdown in the global economy and earnings growth. In a major reversal of fortunes, the more cyclical, attractively valued old-economy stocks began to make a comeback. [Pie chart at bottom left-hand column with heading "Portfolio Diversification." The chart is divided into seven sections (from top to left): Pacific Rim ex-Japan 8%, Short-Term Investments & Other 28%, Latin America 1%, U.K. & Ireland 11%, Continental Europe 26%, Canada 5% and Japan 21%. A note below the chart reads "As a percentage of net assets on December 31, 2000."] "Our bottom-up process guided us to begin cutting the Fund's stake in Japan..." A number of factors continued to keep overseas markets volatile -- and their results contained -- through the year's end. These included rising oil prices, rising interest rates -- first in the United States and then in Europe and elsewhere -- a slowdown in the U.S. economy later in the year and the growing downturn in the U.S. stock market. What's more, declines in many of emerging Asia's currencies and the continuing drop in the value of the euro hurt U.S.-based investors. Overall, overseas markets, as measured by the Fund's benchmark, the MSCI All Country World Free Ex-U.S. Index, lost ground, returning -16.34% for the year ended December 31, 2000. Fund performance For the year ended December 31, 2000, John Hancock V.A. International Fund posted a total return of -25.17% at net asset value, compared with the -14.72% return of the average variable annuity international fund, according to Lipper, Inc. Historical performance information can be found on page 27. The Fund's relative underperformance came mainly from its timing in the volatile TMT sectors. Although overweight versus the MSCI index, the Fund had a lighter weighting than its peers when the tech group skyrocketed early in the year. After boosting the TMT stake, the Fund was hit by having an overweighted position -- particularly in Japan and Europe -- as the stocks came back down to earth in the tumultuous months of March and April. Some of the Fund's biggest detractors came from the tech and telecom sectors, including Japanese companies Sony, Hikari Tsushin and NTT DoCoMo Communications. The Fund was also hurt by its large stake in European telecom giant Vodafone, which was pounded after its announced plan to acquire Mannesman, although Mannesman's stock rose on the news and was one of the Fund's best performers. Nortel Networks and British Telecom were two telecom companies that plunged following profit warnings. [Bar chart at the top of left-hand column with heading "Fund Performance." Under the heading is a note that reads "For the year ended December 31, 2000." The chart is scaled in increments of 5% with -30% at the bottom and 0% at the top. The first bar represents the -25.17% total return for John Hancock V.A. International Fund. The second bar represents the -14.72% total return for Average variable annuity international fund. A note below the chart reads "The total return for John Hancock V.A. International Fund is at net asset value with all distributions reinvested. The average international fund is tracked by Lipper, Inc. See the following page for historical performance information."] "Many of the uncertainties haunting the world's markets in 2000 may linger in 2001." New management: strategies and changes By Randall Kahn, CFA, and Loretta Morris, for the Portfolio Management Team On December 14, 2000, Nicholas-Applegate Capital Management assumed management of the Fund. The cornerstone of our investment philosophy rests on identifying investment opportunities that have three core attributes. We look for companies that are poised to benefit from positive change -- such as innovation, new leadership or higher-than-expected earnings; that are in a position to sustain this positive change over time; and that are beginning to be recognized by the market through rising stock prices. When all three criteria are met, we seek to invest in a timely fashion to maximize gains. We are first and foremost bottom-up stock pickers, focusing on selecting individual stocks with superior earnings potential. But we also have a strict process in place to regularly assess political, economic, monetary and technology factors in each country. This active approach to country allocation guides our decisions on whether to overweight or underweight specific countries in the portfolio. Upon assuming management of the Fund on December 14, 2000, we began to gradually transition the portfolio to be consistent with our investment approach. We moved to pare the number of holdings in order to maintain larger positions in fewer names and to make the Fund less country and sector neutral. We also further reduced the Fund's exposure to the volatile technology sector. Our bottom-up process guided us to begin cutting the Fund's stake in Japan -- particularly in the construction and banking sectors -- as we foresee little growth in that country in the coming months. The shift out of Japan will continue in the new year. In its place, we have identified more attractive opportunities in the United Kingdom and have begun to shift some assets there. Due to year-end liquidity issues, these moves are being made with deliberate slowness. A look ahead Many of the uncertainties haunting the world's markets in 2000 may linger in 2001. Technology stocks may remain under pressure in the coming quarters, as valuations for many technology leaders remain high. In addition, although global central banks seem to be done hiking interest rates, the lagged effects of their tightenings will continue to slow world activity well into 2001, according to International Strategy and Investment. Going forward, we are focusing on companies that are posting strong earnings, and we will take a more defensive stance by investing in the food, pharmaceutical, utilities, financials and energy/oil service sectors. - ----------------------------------------------------------------------- International investing involves special risks such as political, economic and currency risks and differences in accounting standards and financial reporting. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (8/29/96) ---------- ---------- Cumulative Total Returns (25.17%) 28.90% Average Annual Total Returns(1) (25.17%) 6.02% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return for the one-year period and since inception would have been (27.26%) and 4.40%, respectively. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. International Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Morgan Stanley Capital International (MSCI) All Country World Free Ex-U.S. Index, which measures the performance of a broad range of developed and emerging stock markets. The index represents securities that are freely traded on a variety of equity exchanges around the world. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. International Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the MSCI All Country World Free Ex-U.S. Index and is equal to $13,601 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. International Fund on August 29, 1996 and is equal to $12,889 as of December 31, 2000. BY JAMES K. SCHMIDT, CFA, PORTFOLIO MANAGEMENT TEAM LEADER, AND THOMAS M. FINUCANE AND THOMAS C. GOGGINS, PORTFOLIO MANAGERS [A 1 1/2" x 3" photo at bottom right side of page of John Hancock V.A. Financial Industries Fund. Caption below reads "Jim Schmidt."] John Hancock V.A. Financial Industries Fund Financial stocks rebound as rates stabilize and mergers pick up After struggling in 1999, financial stocks produced some of the market's best results in 2000, as market leadership changed dramatically and high-flying technology stocks fell sharply beginning in March. With growing signs that the economy was slowing from its torrid pace, investors became increasingly concerned that the business fundamentals of many technology and telecommunications companies didn't justify their sky-high valuations. Financial stocks were the beneficiaries of this important market change, as investors sought out more attractively valued companies. This interest-rate sensitive group also benefited from the growing perception that the Federal Reserve was nearing the end of its cycle of raising interest rates. A summer wave of merger activity in the wake of financial reform legislation also lifted the group. "Some of our biggest con- tributors to performance were our brokerage and asset manager stocks." For the first 10 months of the year, the best performers in the financial group were the asset managers and brokerage houses, while some banks reported earnings disappointments. But as the year progressed and less expensive value stocks became even more desirable as market turmoil grew, the more growth-oriented broker and asset managers gave back some of their gains and banks moved into the lead. With the favorable turn in financial stocks' fortunes this year, the Standard & Poor's Financial Index rose 26.1% for the year ended December 31, 2000, while the broader market, as measured by the Standard & Poor's 500 Index, lost 9.1%. [Table at bottom left-hand column entitled "Top Five Stock Holdings." The first listing is Fifth Third Bancorp 4.1%, the second is AFLAC 3.7%, the third Ambac Financial Group 3.7%, the fourth Wells Fargo 3.6% and the fifth American International Group 3.5%. A note below the table reads "As a percentage of net assets on December 31, 2000."] Fund performance and strategy update John Hancock V.A. Financial Industries Fund benefited fully from the upswing in financial stocks, producing a total return of 27.16% at net asset value for the year ended December 31, 2000. That compared with the 26.56% return of the average open-end financial services fund and the 0.63% return of the average variable annuity sector/miscellaneous fund, according to Lipper, Inc. See page 30 for historical performance information. The Fund continues to seek capital appreciation by investing in a broad range of U.S. and foreign financial services companies of any size. During the year, shareholders voted to eliminate a restriction that had required the Fund to invest more than 25% of its assets in the banking industry. This change provides the Fund with added flexibility. Brokers, asset managers strong Some of our biggest contributors to performance were our brokerage and asset manager stocks. They rode a wave of high-priced takeovers that emerged in the wake of the Gramm-Leach-Bliley Act -- legislation that dropped the barriers preventing banks, brokers and insurers from affiliating. Over the summer, Chase Manhattan bank bought J.P. Morgan, UBS announced plans to buy investment banker PaineWebber and Credit Suisse Group bought Donaldson, Lufkin and Jenrette. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the year ended December 31, 2000." The chart is scaled in increments of 5% with 0% at the bottom and 0% at the top. The first bar represents the 27.16% total return for John Hancock V.A. Financial Industries Fund. The second bar represents the 26.56% total return for Average open-end financial services fund. The third bar represents the 0.63% total return for Average variable annuity sector/miscellaneous fund. A note below the chart reads "The total return for John Hancock V.A. Financial Industries Fund is at net asset value with all distributions reinvested. The average open-end financial services fund and variable annuity sector/miscellaneous fund are tracked by Lipper, Inc. See the following page for historical performance information."] We also benefited from having shifted away from the regional brokers last year to the wire house brokerage names like Morgan Stanley Dean Witter and Merrill Lynch, which were top performers for the year despite their pullback in the last two months. Although it was our belief that underwriting, trading and merger activity would slow in the next several quarters, we are still positive on the group because the level of investment banking activity is still very good and the underwriting calendar should pick up again once the market firms up. The top contributor to the Fund's performance was Amvescap, an asset manager that increased its stature this year through the success of asset gathering at its AIM and Invesco subsidiaries. The stalwart insurance broker Marsh & McLennan also served us well, partly because of the upturn in the property and casualty insurance business, and also because of its strong mutual fund arm. Property and casualty makes a comeback For much of the year, our life insurance companies, including AXA Financial and AFLAC were better performers than the property and casualty insurers, which have struggled for the last five years in a very competitive pricing environment. But in the latter part of the year, the global pricing cycle for property and casualty companies finally began to turn upward, so we started to shift some of our insurance assets back to this group. Bank selections mostly help For the most part, we focused on the trust banks like State Street Corp., Bank of New York and Northern Trust Corp. which did well because of their recurring revenue streams from their main advisory and custody businesses. Our regional banks were mixed. Wells Fargo and FleetBoston Financial did well, as they successfully navigated their way through acquisitions. On the other hand, First Tennessee and Marshal & Ilsley were tarnished by earnings disappointments. During the year we upped our stake in several attractively priced regionals, such as Fifth Third Bancorp and Wells Fargo, and that served us well toward the end of the year. "The prospects for financial stocks remain bright." A look ahead The prospects for financial stocks remain bright. With the economy slowing dramatically in the fourth quarter, the Fed moved just days into the new year to cut interest rates in an aggressive signal that it intended to prevent an economic stall. Investors tend to favor financial stocks more in an environment of lower rates and slower, steadier economic growth. It remains to be seen if the Fed will succeed in pulling off another soft landing for the economy, but we believe it's the most likely outcome. What's more, we have only just begun to see the powerful results of the merger trend spawned by financial reform legislation and we expect more consolidation to follow. - ------------------------------------------------------------------------ Sector investing is subject to greater risks than the market as a whole. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (4/30/97) ---------- ---------- Cumulative Total Returns 27.16% 88.73% Average Annual Total Returns(1) 27.16% 18.90% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return since inception would have been 18.84%. The expense limitation did not impact the one-year performance. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Financial Industries Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Financial Industries Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Financial Industries Fund on April 30, 1997 and is equal to $18,873 as of December 31, 2000. The second line represents the Standard & Poor's 500 Index and is equal to $17,339 as of December 31, 2000. BY JAMES K. SCHMIDT, CFA, PORTFOLIO MANAGEMENT TEAM LEADER, AND THOMAS M. FINUCANE AND THOMAS C. GOGGINS, PORTFOLIO MANAGERS [A 1 1/2" x 3" photo at bottom right side of page of John Hancock V.A. Regional Bank Fund. Caption below reads "Jim Schmidt."] John Hancock V.A. Regional Bank Fund Bank stocks stage a rebound in second half of 2000 Bank stocks did an about-face in 2000 and far surpassed the broader market's results, finally re-gaining investors' attention as interest rates stopped going up and technology stocks tanked. In the first three months of the year, investors only had eyes for technology. But starting in March, with the first hint of cracks in the robust economy, investors saw the light and moved out of the technology and telecommunications sectors, where stock prices had reached the stratosphere. Financial stocks of all stripes were the beneficiaries of this important market shift, as investors sought out more attractively valued companies. This interest-rate sensitive group was also boosted by a growing sense that the Federal Reserve was done raising rates to cool the economy. Even with their rally, bank stocks had a few setbacks along the way as earnings shortfalls and increases in non-performing loans were announced at some prominent banks. But regional banks and thrifts came on strong in November and December, when continued signs that the economy had rapidly slowed convinced investors that the Fed's next move would be a rate cut to prevent the economy from stalling. Three days after the year ended, the Fed did just that in a surprising and aggressive move, and also signaled more cuts could be coming. With the favorable turn in financial stocks' fortunes this year, the Standard & Poor's Financial Index rose 26.1% for the year ended December 31, 2000, while the broader market, as measured by the Standard & Poor's 500 Index, lost 9.1%. [Table at bottom left hand column entitled "Top Five Stock Holdings." The first listing is Mid-State Bancshares 3.9%, the second is Valley National Bancorp 3.8%, the third Fifth Third Bancorp 3.7%, the fourth Commerce Bancshares 3.7% and the fifth Independent Bank Corp. 3.4%. A note below the table reads "As a percentage of net assets on December 31, 2000."] "...we still anticipate average 2001 bank earnings growth to be about 8% higher than this year's." Fund performance For the year ended December 31, 2000, John Hancock V.A. Regional Bank Fund posted a strong return of 17.91% at net asset value, due largely to its second-half rally when it rose 30%. In comparison, the average open-end financial services fund returned 26.56% and the average sector/miscellaneous fund returned 0.63% for the year, according to Lipper, Inc. See page 33 for historical performance information. While significantly outperforming the broad market, the Fund lagged the Lipper group of financial services funds, many of which invested in the securities brokers, asset managers and larger diversified financial firms, which were the better performers until the last two months of the year. Furthermore, although most of our holdings posted earnings results in line with our expectations, we did experience earnings shortfalls among some of our larger holdings. The problems either stemmed from an increase in non-performing loans -- at such banks as UnionBanCal Corp., Bank of America, Marshal & Ilsley, Bank of the Ozarks and Lamar Capital - -- and/or from merger integration issues. [Bar chart at the top of left-hand column with heading "Fund Performance." Under the heading is a note that reads "For the year ended December 31, 2000." The chart is scaled in increments of 5% with 0% at the bottom and 30% at the top. The first bar represents the 17.91% total return for John Hancock V.A. Regional Bank Fund. The second bar represents the 26.56% total return for Average open-end financial services fund. The third bar represents the 0.63% total return for Average variable annuity sector/miscellaneous fund. A note below the chart reads "The total return for John Hancock V.A. Regional Bank Fund is at net asset value with all distributions reinvested. The average open-end financial services fund and variable annuity sector/miscellaneous fund are tracked by Lipper, Inc. See the following page for historical performance information."] "Interest rates have started to come down, which tends to boost investors' confidence in bank stocks...." Focus on asset quality As we mentioned in our last report, after a lengthy period of an expanding economy and a favorable lending environment, it is no surprise that as the economy slowed this year there was a pickup in the level of non-performing assets. But even with the increase, the level of problem loans still remains low at 0.70% of total assets, according to FDIC statistics. The area experiencing much of the deteriorating credit quality is syndicated loans -- large loans shared among a consortium of banks. While the non-performing loan rate could rise some more, we expect that it should remain at a low level (below 1% of total assets) and that the banking industry is establishing adequate loan loss reserves. On an ongoing basis, our team continues to carefully scrutinize the credit risks and prospects of our banks. Fundamentals intact; mergers still a trend Even with an increase in non-performing assets, a slowdown in loan growth and flat net interest margins, we still anticipate average 2001 bank earnings growth to be about 8% higher than this year's. This year, our biggest contributor to the Fund's performance was Texas bank Southwest Bancorp. The largest bank left headquartered in Texas, it gained significant market share and benefited from the state's energy-induced boom. Texas bank Cullen Frost also rode this wave, and we sold it to lock in profits during the year. Although bank merger activity slowed in 2000, the consolidation trend remains solidly in place. More recently there was a resurgence of activity, with FleetBoston Financial's announced purchase of Summit Bank, and Firstar's acquisition of U.S. Bancorp. Both of these transactions were priced at more realistic levels, thus boosting the chances of success. We could see more consolidation as banks, struggling to increase revenues, use mergers as a means of improving profits through gained operating efficiencies. A look ahead We are encouraged by the recent turn of events for bank stocks. Even though further asset- quality announcements could roil the group, there are several factors working in our favor. Interest rates have started to come down, which tends to boost investors' confidence in bank stocks, and prospects for further merger activity are good. While it's still not clear that the Fed has achieved the sought-after soft landing, we believe the potential for this not-too-fast, not-too-slow outcome for the economy remains quite real, as the Fed has made clear -- with its interest-rate cut days after the year's end -- that it is intent on preventing an economic meltdown. Finally, even though the stocks have outperformed the market by a wide margin lately, their valuations remain reasonable, which means there's more room for them to advance. - ------------------------------------------------------------------------ Sector investing is subject to greater risks than the market as a whole. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (5/1/98) ---------- ---------- Cumulative Total Returns 17.91% 4.96% Average Annual Total Returns(1) 17.91% 1.83% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return since inception would have been 1.80%. The expense limitation did not impact the one-year performance. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Regional Bank Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Regional Bank Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Standard & Poor's 500 Index and is equal to $12,291 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Regional Bank Fund on May 1, 1998 and is equal to $10,496 as of December 31, 2000. BY BARRY GORDON, MARC H. KLEE, CFA, AND ALAN LOEWENSTEIN, CFA, PORTFOLIO MANAGERS [A 3" x 2" photo at bottom right side of page of John Hancock V.A. Technology Fund. Caption below reads "Technology Fund management team members (l-r): Barry Gordon, Marc Klee and Alan Loewenstein."] John Hancock V.A. Technology Fund Tech stocks stumble in 2000 following eye-popping gains in 1999 "Even some of the technology sector's first-half stalwarts gave way in the final months..." After skyrocketing throughout 1998, 1999 and the first calendar quarter of 2000, technology stocks came plunging back to earth from March through December 2000. In 1998, the technology-laden NASDAQ Composite Index posted an impressive 40% gain, followed by an 86% rise in 1999 and another 24% gain from January 1 through March 10, 2000. But after peaking in mid-March, tech stocks suffered a tumble that would last until the end of the year. The downtrend was prompted by a number of difficulties, including the prospects for a slowing economy brought on by higher interest rates, weaker corporate profitability and investors' growing dislike of Internet-related stocks. Those stocks led the tech selloff, although they were later joined in the fourth quarter by many other technology segments. Once it became clear that consumers were buying fewer personal computers and corporations were cutting spending on technology and telecommunications products from servers to switches to software, the selling accelerated. From the Fund's inception on May 1 through the end of 2000, the NASDAQ Composite Index fell 26%. [Table at bottom left-hand column entitled "Top Five Stock Holdings." The first listing is Mercury Interactive 4.0%, the second is BEA Systems 3.1%, the third Solectron Corp. 3.1%, the fourth EMC Corp. 3.1% and the fifth Cisco Systems 2.9%. A note below the table reads "As a percentage of net assets on December 31, 2000."] Fund performance John Hancock V.A. Technology Fund posted a total return of -26.56% at net asset value from its May 1 inception through December 31, 2000. In the same period, the average open-end science and technology fund returned -36.72% and the average variable annuity sector/miscellaneous fund returned -4.64%, according to Lipper, Inc. Few places to hide Semiconductor and related companies, which suffered a major retrenchment in the second half of 2000 in response to slowing demand for computers, were among our hardest hit during the period. In the early stages of the Fund's operations, our view was that the demand for chips -- driven primarily by the strength in the personal computer and telecommunications sectors -- would remain robust. That proved to be the case early on, when chip manufacturers posted strong profit gains and were among our best performers. Beginning in late summer, however, chip demand contracted in response to worries over slower economic growth. Chip makers such as Micron Technology, Integrated Device Technology and Cypress Semiconductor Corp. were hit fairly hard. The stocks of companies that make the machines and tools needed to make a chip, including KLA-Tencor and PRI Automation, also were disappointments. [Bar chart at the top of left-hand column with heading "Fund Performance." Under the heading is a note that reads "From inception May 1, 2000 through December 31, 2000." The chart is scaled in increments of 5% with -40% at the bottom and 0% at the top. The first bar represents the -26.56% total return for John Hancock V.A. Technology Fund. The second bar represents the - -36.72% total return for Average open-end science and technology fund. The third bar represents the -4.64% total return for Average variable annuity sector/miscellaneous fund. A note below the chart reads "The total return for John Hancock V.A. Technology Fund is at net asset value with all distributions reinvested. The average open-end science and technology fund and variable annuity sector/miscellaneous fund are tracked by Lipper, Inc. See the following page for historical performance information."] Even some of the technology sector's first-half stalwarts gave way in the final months of 2000 to concerns about weakening demand for computers and related products. After exiting the summer months in reasonably good shape, PC makers including Dell Computer and Gateway Inc., network company Cisco Systems and on-line company America Online all had succumbed to the market's worries by year end. Bright spots emerge Despite the gloom and doom, a few of our holdings posted significant gains during the period. The stock of BEA Systems rose more than 45%. The company is a leader in an industry known as application services, a provider of a middle layer of software that companies use to develop Web-based programs that work with many types of hardware and software. We also saw strong gains from our holdings in fiber-optical networking company CIENA Corp. It was buoyed by rapidly expanding demand for long-haul, high-speed bandwidth. Also strong were the stocks of Web performance management program maker Mercury Interactive and software maker i2 Technologies. Another plus for performance was our decision to hold onto any new money that came into the Fund in the final months of the year. While we did make some new investments as we saw compelling values, we sidelined some cash to wait for a time when we think that most of the pain is behind us. That's why our cash position stood at an unusually high 30% of assets at year end. "...tech stocks are priced much more attractively." Outlook We're optimistic about tech stocks' prospects in the year 2001. Although the initial impact of a slowing economy on tech stocks was overwhelmingly negative, we believe its ultimate effect will be positive. History suggests that during periods of slow, but positive, economic growth, tech stocks fare well because investors look to them for better-than-average earnings growth. We are also encouraged by the Federal Reserve's intent to cut interest rates. Just after the period ended, the Fed surprised most market observers by cutting interest rates one-half of a percentage point on January 3, 2001. We think that further interest-rate cuts are in store and that they will stimulate economic growth. Looking at 1995, the technology sector was the third-best-performing sector in the market after the Fed had successfully engineered a "soft landing" through a series of interest-rate cuts the previous year. Now that a lot of the excessive valuation that existed in the tech sector in late 1999 and early 2000 has been wrung out, tech stocks are priced much more attractively. Not that lower valuations, per se, are a reason to own tech stocks. But coupled with potential strong earnings gains, they give us plenty of reason for optimism. Also, because many tech companies provide productivity enhancements, we think they are poised to benefit from the need by corporate America to be leaner in a slower economy. - ------------------------------------------------------------------------ Sector investing is subject to greater risks than the market as a whole. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE INCEPTION (5/1/00) ---------- Cumulative Total Return (26.56%) Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the total return since inception would have been (27.55%). WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Technology Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Technology Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Standard & Poor's 500 Index and is equal to $9,162 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Technology Fund on May 1, 2000 and is equal to $7,344 as of December 31, 2000. BY JAMES K. HO, CFA, PORTFOLIO MANAGEMENT TEAM LEADER, AND BENJAMIN A.MATTHEWS, PORTFOLIO MANAGER [A 1 1/2" x 3" photo at bottom right side of page of John Hancock V.A. Bond Fund. Caption below reads "James Ho."] John Hancock V.A. Bond Fund Fund closes year on strength as interest rates fall and Treasury bonds soar The broad fixed-income market had a better time of it this year than last, although corporate bonds experienced a fair amount of volatility and uncertainty. John Hancock V.A. Bond Fund's heavy weighting in U.S. government and agency issues was the primary driver of Fund performance, as this fixed-income segment produced the best results. Selectivity and in-depth research proved essential in the corporate area as well, particularly given the turbulence caused by the slowing economy. Overall, it was flexibility in asset allocation that enabled the Fund to post solid gains. Fund performance For the year ended December 31, 2000, John Hancock V.A. Bond Fund produced a total return of 11.89% at net asset value. This compares favorably with the 9.79% return of the average variable annuity corporate debt A-rated fund, according to Lipper, Inc. For historical performance information, please turn to page 39. [Table at bottom left-hand column entitled "Top Five Sectors." The first listing is U.S. Government 37%, the second is U.S. Agencies 24%, the third Mortgage Banking 6%, the fourth Utilities 6% and the fifth Finance 4%. A note below the table reads "As a percentage of net assets on December 31, 2000."] Defensive approach defines portfolio composition Early in the year, we began to build in some more defensive characteristics into the Fund's portfolio and further enhanced that approach as the period progressed. Calendar 2000 was the year in which the Treasury market was king. The run on Treasury securities, particularly longer-term issues, began in February and continued unabated through period's end. The U.S. government's budget surplus prompted the Treasury to propose a buyback of millions of dollars worth of bonds in coming years, jumpstarting a dramatic rally in its long-term bonds. The Federal Reserve Board continued to raise interest rates through mid-May, further strengthening the rally as investors looked past the rate hikes to their intended effect -- a slowdown in the economy. Stock market volatility simply stoked the fire as investors rushed to the relatively safe haven of U.S. government securities. "We focused more on industries that tend to be relatively stable and insulated from an economic slowdown." Our strategy in the Treasury arena was at first to cluster assets at both the long-end and short-end of the Treasury yield curve, reflecting our belief that the yield curve would flatten. (The yield curve is a plotting of yields across the maturity spectrum.) By early summer, with the curve having flattened, we not only increased the Fund's exposure to Treasury securities but moved some assets into intermediate-term issues so that by period's end we had a laddered approach in place. We also bolstered the Fund's weighting in mortgage-backed and agency securities. All performed extremely well. [Bar chart at the top of left-hand column with heading "Fund Performance." Under the heading is a note that reads "For the year ended December 31, 2000." The chart is scaled in increments of 5% with 0% at the bottom and 15% at the top. The first bar represents the 11.89% total return for John Hancock V.A. Bond Fund. The second bar represents the 9.79% total return for Average variable annuity corporate debt A- rated fund. A note below the chart reads "The total return for John Hancock V.A. Bond Fund is at net asset value with all distributions reinvested. The average variable annuity corporate debt A-rated fund is tracked by Lipper, Inc. See the following page for historical performance information."] "While nothing is guaranteed, the outlook for corporate bonds appears much improved." Upgraded credit quality Credit quality concerns played a big role in investor sentiment this past year. As the economy showed concrete signs of not only slowing, but perhaps slowing too much, investors became increasingly skittish about the creditworthiness of corporate issuers. This fear, combined with the strength of the Treasury market, caused credit yield spreads to widen dramatically. As you may know, credit spreads represent the difference in yield between bonds of different credit quality. The more credit sensitive an issue was, the greater the downward pressure. Over the period, we focused our attention on higher-quality issues within both the investment-grade and high-yield arenas. One such holding is General Electric Capital Corp. For the most part, we held smaller positions in the longer-maturity securities represented in the Fund, though at times we swapped into the shorter-term debt of corporate issuers that we already owned. Decreased high-yield exposure The high-yield sector suffered the most. Any corporate issuer that had even a hint of difficulty in meeting earnings projections witnessed the floor dropping out from under its bond prices. Defaults increased substantially. We trimmed the portfolio's exposure to high-yield debt by selling among other bonds those issued by telecommunication companies. These included Global Crossing, NEXTLINK Communications and Focal Communications. Troubled names sold early Thorough research and daily monitoring of securities proved vital to performance as the economy weakened. We were able to move out of several troubled names before the brunt of negative sentiment and price declines were realized. Holdings we sold included Dillard's Inc., Conseco, FINOVA Capital Group and two beaten down California utility companies -- Pacific Gas & Electric and Southern California Edison. Utilities, defense, healthcare, energy emphasized We focused more on industries that tend to be relatively stable and insulated from an economic slowdown. These include utility, defense, healthcare, and energy-related issues, such as Verizon, Keyspan, CalEnergy, NRG, Lockheed Martin, Raytheon, Tenet Healthcare, Hospital Corporation of America, Amerada Hess and Apache. We also maintained sizable positions in high-demand media names such as Continental Cablevision. Outlook Shortly after the close of 2000, the Fed cut short-term interest rates by one-half a percentage point. Bond prices rose and corporate spreads narrowed. While nothing is guaranteed, the outlook for corporate bonds appears much improved. Investors seem to be now anticipating the possibility of economic strengthening and greater corporate profitability down the road. Though we are encouraged, we will watch the economy closely to determine whether or not too much weakness has already set in. We shall move ahead with cautious optimism and consider opportunities to add selectively to high-yield and cyclical issues. Our duration, or interest rate sensitivity, remains relatively neutral, though we have begun to shorten it slightly, believing that yields in the government sector don't have much room to fall further. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (8/29/96) ---------- ---------- Cumulative Total Returns 11.89% 38.98% Average Annual Total Returns(1) 11.89% 7.88% YIELD For the period ended December 31, 2000 SEC 30-DAY YIELD ---------- John Hancock V.A. Bond Fund(1) 5.84% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return for the one-year period and since inception would have been 11.72% and 6.95%, respectively, and the yield would have been 5.63%. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Bond Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Lehman Brothers Corporate Bond Index -- an unmanaged index that mirrors the investment objectives and characteristics of the Fund. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Bond Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Bond Fund on August 29, 1996 and is equal to $13,897 as of December 31, 2000. The second line represents the Lehman Brothers Corporate Bond Index and is equal to $13,466 as of December 31, 2000. BY ARTHUR N. CALAVRITINOS, CFA, PORTFOLIO MANAGEMENT TEAM LEADER, AND JANET L. CLAY, CFA, FREDERICK L. CAVANAUGH, JR. AND DANIEL S. JANIS, PORTFOLIO MANAGERS [A 1 1/2" x 3" photo at bottom right side of page of John Hancock V.A. High Yield Bond Fund. Caption below reads "Arthur Calavritinos."] John Hancock V.A. High Yield Bond Fund Slowing economy, liquidity woes hurt high-yield bonds It was a difficult year for high-yield bonds. The impact of rising interest rates in the first half of 2000 finally began to take hold in the shape of a slowing economy. A growing number of companies began to miss their earnings targets, sending shock waves through the financial markets, especially the technology-heavy NASDAQ Composite Index. The number of defaults among high-yield companies, defined as those rated below investment grade, also rose. Telecommunications companies, whose prices had risen to stratospheric levels, were particularly hard hit. As these companies fell short in their business plans and faced diminished prospects for getting their next round of funding in the equity market, their prices tumbled. Since this sector makes up the largest component of the high-yield market, its downfall was a significant drag on the group. High-yield companies also were hurt by a growing lack of liquidity, or ease of trading, that was caused by the mergers of several investment-banking firms. "With fuel prices spiking, we increased our weighting in oil and gas and related service companies." [Pie chart at bottom left-hand column with heading "Portfolio Diversification." The chart is divided into six sections (from top to left): Common Stock 9%, Short-Term Investments & Other 25%, Convertible Bonds 3%, Preferred Stock 3%, Foreign Corporate Bonds 16% and U.S. Corporate Bonds 44%. A note below the chart reads "As a percentage of net assets on December 31, 2000."] The struggles of these higher-risk bonds stood in marked contrast to U.S. government bonds, which benefited from stabilizing rates, reduced supply, the prospects of a slowing economy and their status as a safe haven in the face of growing stock-market and presidential election uncertainties. By the end of the year, the difference in yield between high-yield bonds and Treasury bonds had widened significantly. High-yield bond yields averaged 14.12%, as measured by the Merrill Lynch High Yield Master II Index, compared with the 5.11% yield of the 10-year Treasury bond. Fund performance For the year ended December 31, 2000, John Hancock V.A. High Yield Bond Fund posted a total return of -6.08% at net asset value. By comparison, the average variable annuity high current yield fund returned -7.03%, according to Lipper, Inc. Historical performance information can be found on page 42. Telecommunications cut Although telecommunications is the Fund's largest sector concentration, we continue to maintain an underweighting compared to our peers since so many high-yield telecom companies are only several years old and have yet to deliver results. During the year, we became increasingly convinced that the telecom market was reaching a point of too much capacity and not enough demand -- for everything from equipment to services. As a result, we pared our stake from 23% a year ago to 14% at the end of December. We sold Internet Web-hosting companies PSI Net and Exodus Communications and sold the common stock of Viatel, a competitive local exchange carrier (CLEC) in Europe. Although we sold these and other names before their prices fell even more, we still had some disappointments. KMC Telecom Holdings was a prime example of the problems facing many telecom start-ups. A CLEC serving the Southeast, it provides telephone, cable and Internet access to companies in direct competition with the Baby Bells. While it has a good set of assets, it also has a large amount of debt, needs more money to grow, and is being pinched in its ability to access capital to continue executing its business plan. [Bar chart at the top of left-hand column with heading "Fund Performance." Under the heading is a note that reads "For the year ended December 31, 2000." The chart is scaled in increments of 5% with -10% at the bottom and 0% at the top. The first bar represents the -6.08% total return for John Hancock V.A. High Yield Bond Fund. The second bar represents the -7.03% total return for Average variable annuity high current yield fund. A note below the chart reads "The total return for John Hancock V.A. High Yield Bond Fund is at net asset value with all distributions reinvested. The average variable annuity high current yield fund is tracked by Lipper, Inc. See the following page for historical performance information."] Credit specific issues hurt Our biggest disappointments came from several company-specific problems, such as Asia Pulp & Paper (APP) which sparked market concerns and lost credibility when it announced that it needed to extend its debt maturities. Cargo operator Fine Air Services filed for bankruptcy protection after failing to execute its business plan because of operational difficulties. Energy grows With fuel prices spiking, we increased our weighting in oil and gas and related service companies. We are particularly interested in the natural gas market, since that is where we see the biggest potential for further exploration and development, as well as price gains, given the low supply and growing demand. We added to our stakes in oil drilling company Grey Wolf and Gothic Production, a natural gas exploration and production company that was recently acquired by Chesapeake. Key Energy Services, the major player in the well-servicing business, has performed admirably. We sold our Key Energy stock, but still hold a significant stake in its bonds. We also added a stake in CHC Helicopter, a Canadian company that provides helicopter service to offshore rigs and coastal rescue operations. "...investors are soon bound to recognize the value that exists in the high-yield sector." Outlook We remain cautious about the near-term prospects for high-yield bonds. It's likely that we could see more failures in the telecommunications group in 2001. We are also waiting for liquidity to return to the high-yield market, which should eventually happen. But we also see a silver lining. As investors recover from the "irrational exuberance" that gripped high-yield telecommunications bonds as well as stocks, we believe they will reassess the risks and rewards of investing in various asset classes. While this takes time, a return to a more rational mode of investing will inevitably serve us well, especially if the stock market remains dicey. With high-yield bond prices low and their yields at very high levels compared to Treasuries, investors are soon bound to recognize the value that exists in the high-yield sector. - ------------------------------------------------------------------------ See the prospectus for the risks of investing in high-yield bonds. International investing involves special risks such as political, economic and currency risks and differences in accounting standards and financial reporting. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (1/6/98) ---------- ---------- Cumulative Total Returns (6.08%) (4.16%) Average Annual Total Returns(1) (6.08%) (1.41%) YIELD For the period ended December 31, 2000 SEC 30-DAY YIELD ---------- John Hancock V.A. High Yield Bond Fund(1) 14.03% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return for the one-year period and since inception would have been (6.47%) and (1.70%), respectively, and the yield would have been 13.64%. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. High Yield Bond Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Lehman Brothers High Yield Bond Index - -- an unmanaged index of fixed-income securities that are similar, but not identical, to the bonds in the Fund's portfolio. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. High Yield Bond Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Lehman Brothers High Yield Bond Index and is equal to $9,819 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. High Yield Bond Fund on January 6, 1998 and is equal to $9,591 as of December 31, 2000. BY DAWN BAILLIE FOR THE PORTFOLIO MANAGEMENT TEAM [A 1 1/2" x 3" photo at bottom middle of page of John Hancock V.A. Money Market Fund. Caption below reads "Dawn Baillie."] John Hancock V.A. Money Market Fund Short-term interest rates rise through May, then stabilize as the economy starts to slow It was a good year for money-market fund investors, who saw their yields rise and their returns beat those of most stock-fund investors. In the first half of the year, money-market yields rose along with interest rates. This occurred after all signs pointed to a very robust U.S. economy in January, with soaring consumer confidence and a booming stock market sparking concerns of an uptick in inflation. As a result, the Federal Reserve switched to its inflation-fighting mode again, raising the federal funds rate that banks charge each other for overnight loans by one-quarter percentage point in February and again in March in an effort to cool the economy and block inflation. When that didn't deter the economy, or the stock market, the Fed took the unusual step of raising rates by one-half a percentage point in May. Shortly after, the economy began to show signs of slowing, while inflation remained relatively benign. This trend continued through the year's end, so the Fed stayed on the sidelines and the federal funds rate ended the year at 6.50%, up from 5.50% a year earlier. After rising in the first half of the year, money-market yields remained fairly level, since the federal funds rate is a key pricing benchmark for money-market securities. In the second half of the year, the effects of the slowing economy began to show up in earnest in the form of earnings disappointments -- which sent the stock market reeling -- and slowdowns in manufacturing, housing and consumer spending. So by the end of the year, the Fed actually returned to its neutral stance and investors even began to anticipate rate cuts in 2001. 7-day effective yield On December 31, 2000, John Hancock V.A. Money Market Fund had a 7-day effective yield of 6.17%. By comparison, the average taxable money-market fund had a 7-day effective yield of 5.91%, according to Lipper, Inc. "It was a good year for money-market fund investors..." Staying short For the first nine months of 2000, we kept the Fund's maturity slightly shorter than average, believing that rates were on the rise, as the Fed remained intent on slowing the economy and preventing inflation through a series of rate hikes. This conservative stance meant that our money was not tied up for as long, so we were able to move more quickly into higher-yielding securities as rates rose. Our thinking changed by the end of September, as we began to see a marked and consistent slowdown in housing, manufacturing and the consumer and producer price indexes. Believing that a slowing economy would keep the Fed on hold, or even cause it to reverse course and lower rates, we extended our maturity in October to be on the average. We stayed that way through year end, mostly to take advantage of the year-end bargains and higher yields that we can generally find as traders clear out their inventory of money-market securities. [Bar chart at the top of left-hand column with heading "7-Day Effective Yield." Under the heading is a note that reads "As of December 31, 2000." The chart is scaled in increments of 2% with 0% at the bottom and 8% at the top. The first bar represents the 6.17% total return for John Hancock V.A. Money Market Fund. The second bar represents the 5.91% total return for Average taxable money-market fund. A note below the chart reads "The average taxable money-market fund is tracked by Lipper, Inc. Past performance is no guarantee of future results."] "With the prospect for additional rate cuts real, we plan to extend our maturity..." A look ahead With the economy slowing down so rapidly, we had anticipated that the Fed would begin lowering rates at its next meeting in late January. In fact, just three days after the Fund's year ended, the Fed took the surprise step of lowering rates by one-half a percentage point in an aggressive effort to avoid a serious economic downturn. In doing so, the Fed cited weaker sales, production, consumer confidence and financial markets, while core inflation remained tame. Even before this move, we had confidence that the Fed would continue to nimbly manage the economy's growth and prevent a recession, and this recent action further bolsters that view. With the prospects for additional rate cuts real, we plan to extend our maturity to slightly longer than average in an effort to lock in higher rates. As always, we will continue to focus not only on providing the Fund with a competitive yield, but also on preserving stability of principal. - ------------------------------------------------------------------------ The Fund is neither insured nor guaranteed by the U.S. government. Although the Fund seeks to maintain a net asset value of $1.00 per share, it is possible to lose money by investing in the Fund. BY FREDERICK CAVANAUGH, MANAGEMENT TEAM LEADER, AND ARTHUR N. CALAVRITINOS, CFA, JANET L. CLAY, CFA, AND DANIEL S. JANIS, PORTFOLIO MANAGERS [A 1 1/2" x 3" photo at bottom right side of page of John Hancock V.A. Strategic Income Fund. Caption below reads "Fred Cavanaugh."] John Hancock V.A. Strategic Income Fund Treasury securities advance, while high-yield bonds stumble The past year was a good one for U.S. Treasury securities, which were boosted initially by the government's debt buyback program and later by expanding signs that the U.S. economy was slowing. Despite the Federal Reserve's effort to stave off inflation by raising interest rates through May 2000, Treasury prices rose as the government scaled back the frequency and size of its auctions of new debt and bought back billions of dollars of outstanding debt. Continued debt reduction efforts, coupled with mounting evidence that economic growth had slacked off and inflation was non-existent, added steam to the Treasury market in the second half. By year's end, the market increasingly anticipated that the Fed would stop raising interest rates in recognition of receding inflationary pressures, and perhaps even cut them in the near future. Meanwhile, concern about the outlook for the economy and corporate profits eroded investor confidence in the high-yield sector. That was particularly true among high-yield bonds in the telecommunications sector. [Table at bottom left-hand column entitled "Top Five Sectors." The first listing is U.S. Government 49%, the second is Telecommunications 14%, the third Foreign Governments 10%, the fourth Utilities 3% and the fifth Media 2%. A note below the table reads "As a percentage of net assets on December 31, 2000."] For the most part, foreign government bond markets remained relatively uninteresting from our standpoint. Western Europe and Asia didn't offer a lot of value, since their bond yields typically were lower than those offered in the United States. One foreign bright spot was Canada, which benefited from relatively low and stable inflation. There also was some good news out of some Latin American countries, which enjoyed improving credit fundamentals thanks to the rise in oil prices. "The high-yield market's slump was difficult to escape..." Fund performance For the 12 months ended December 31, 2000, John Hancock V.A. Strategic Income Fund posted a total return of 1.40% at net asset value, compared with the 4.64% return of the average variable annuity general bond fund income fund, according to Lipper Inc. Historical performance information can be found on page 47. Defensive stance Given the ongoing difficulties suffered by the high-yield market and our view that more problems may be in store over the near-term, we continually expanded our defensive posture throughout 2000. By year-end, we had reduced our exposure to high-yield bonds to about 23% of net assets, and increasingly gravitated toward more stable, high-quality investments. Our position in cash and other short-term securities rose to 10% by the end of the period, up from 1% at the beginning of the year. [Bar chart at the top of left-hand column with heading "Fund Performance." Under the heading is a note that reads "For the year ended December 31, 2000." The chart is scaled in increments of 1% with 0% at the bottom and 5% at the top. The first bar represents the 1.40% total return for John Hancock V.A. Strategic Income Fund. The second bar represents the 4.64% total return for Average variable annuity general bond fund. A note below the chart reads "The total return for John Hancock V.A. Strategic Income Fund is at net asset value with all distributions reinvested. The average variable annuity general bond fund is tracked by Lipper, Inc. See the following page for historical performance information."] We also increased our Treasury holdings to 49% at the end of the year, up from 35% at the end of June 2000. We emphasized a combination of short- and long-term holdings, which was a plus for performance. Short-term securities rallied on expectations that the Fed would lower short-term interest rates, while long-term Treasuries turned in strong performance thanks to the government's buyback program and expectations for lower interest rates. "We expect to maintain our defensive stance for the time being." High-yield leaders and laggards The high-yield market's slump was difficult to escape, although some of our holdings held up much better than the others. Packaging company Kappa Beheer, for example, surprised Wall Street with much better than expected financial results. Natural gas service company Universal Compression was lifted by the rising price of that fuel. Finally, French billboard company Go Outdoors Systems Holding and British newspaper company Regional Independent Media Group each benefited from reasonably strong advertising and economic growth. On the flip side, many of our biggest disappointments were telecommunications holdings. As we mentioned earlier, this sector stumbled because investors were worried about telecom companies' ability to raise money to continue the build-out of their networks. Within that group, the bond prices of Viatel, Primus Telecommunications Group and Esprit Telecom Group all suffered substantial losses during 2000. Changes in foreign holdings Our increase in foreign securities basically was a function of our purchases of Canadian and Venezuelan government bonds. Canadian bonds, which were the best performers among foreign bond markets, offered interest rates competitive with those of U.S. Treasuries and afforded us the opportunity to increase our holdings in a high-quality market characterized by low and stable inflation. Our Venezuelan holdings, which we view as a short-term play, were boosted by the country's improving creditworthiness as oil prices rose. A look ahead We expect to maintain our defensive stance for the time being. High-yield bonds offer some very attractive values, including some bonds carrying yields of nearly nine full percentage points more than U.S. Treasuries. But we don't believe investors will rush back into the market. We believe they'll take a "wait and see" attitude about how much the economy will eventually slow and how much the Federal Reserve will cut interest rates, which it began to do January 3 with a one-half percentage point cut. But since no one can pinpoint the exact timing of the next high-yield bond market rally, we'll continue to hold onto some high-yield bonds that we think have good fundamental prospects and can perform better once market sentiment turns more favorable. We are prepared to move even more into lower-quality investments when we think the time is right. Finally, we'll continue to look for attractive yields in foreign markets, although we believe Canada still offers the best value. - ----------------------------------------------------------------------- International investing involves special risks such as political, economic and currency risks and differences in accounting standards and financial reporting. A LOOK AT PERFORMANCE For the period ended December 31, 2000 SINCE ONE INCEPTION YEAR (8/29/96) ---------- ---------- Cumulative Total Returns 1.40% 32.63% Average Annual Total Returns(1) 1.40% 6.72% YIELD For the period ended December 31, 2000 SEC 30-DAY YIELD ---------- John Hancock V.A. Strategic Income Fund(1) 7.94% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance (1) The Adviser has agreed to limit the Fund's expenses to 0.25% (excluding management fee) of the Fund's daily average net assets. Without the limitation of expenses, the average annual total return since inception would have been 6.30%. The expense limitation did not impact the one-year performance. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Strategic Income Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Lehman Brothers Government/Corporate Bond Index -- an unmanaged index that measures the performance of U.S. government bonds, U.S. corporate bonds and Yankee bonds. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Strategic Income Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Lehman Brothers Government/Corporate Bond Index and is equal to $13,760 as of December 31, 2000. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Strategic Income Fund on August 29, 1996 and is equal to $13,271 as of December 31, 2000. FINANCIAL STATEMENTS John Hancock Funds - Declaration Trust Statements of Assets and Liabilities December 31, 2000 - ------------------------------------------------------------------------------------------------------------------------------- V.A. V.A. V.A. V.A. V.A. V.A. V.A. CORE EQUITY 500 INDEX LARGE CAP MID CAP RELATIVE SMALL CAP SOVEREIGN FUND FUND GROWTH FUND GROWTH FUND VALUE FUND GROWTH FUND INVESTORS FUND ----------- ----------- ----------- ----------- ----------- ----------- -------------- Assets: Investments at value - Note D: Common stocks (cost - $36,110,454, $16,676,006, $12,655,003, $10,826,748, $43,121,074, $17,936,487 and $42,749,147, respectively) $39,953,798 $23,960,835 $12,262,793 $11,416,600 $37,753,769 $19,721,586 $49,516,774 Bonds and U.S. government Obligations (cost - none, none, none, none, $401,957, none, and $401,813, respectively) -- -- -- -- 82,500 -- 404,188 Joint repurchase agreements (cost - $730,000, $1,121,000, $95,000, none, none, $144,000 and $5,365,000, respectively) 730,000 1,121,000 95,000 -- -- 144,000 5,365,000 Corporate savings account 735 -- 402 -- -- 527 6 ----------- ----------- ----------- ----------- ----------- ----------- ----------- 40,684,533 25,081,835 12,358,195 11,416,600 37,836,269 19,866,113 55,285,968 Cash -- 75,533 -- -- -- -- -- Receivable for investments sold 125,803 -- -- 235,949 2,452,116 34,008 -- Receivable for shares sold -- -- -- -- 11,847 -- 26,525 Dividends and interest receivable 45,189 21,814 5,625 1,938 17,815 2,324 74,903 Deferred organization expenses - Note B 1,413 1,413 1,413 -- -- 1,413 1,413 Receivable from John Hancock Advisers, Inc. and affiliates - Note C -- 11,986 -- -- -- -- -- Other Assets 596 705 293 49 352 1,039 721 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Total Assets 40,857,534 25,193,286 12,365,526 11,654,536 40,318,399 19,904,897 55,389,530 - ----------------------------------------------------------------------------------------------------------------------------- Liabilities: Due to custodian -- -- -- 79,105 428,258 -- -- Payable for investments purchased -- -- -- 45,139 805,157 43,552 -- Payable for shares repurchased 139,651 29,010 43,803 26,804 5,484 56,605 14,480 Payable for futures variation margin -- 18,200 -- -- -- -- -- Payable to John Hancock Advisers, Inc. and affiliates - Note C 25,142 -- 8,534 5,938 20,643 6,715 29,736 Accounts payable and accrued expenses 20,191 52,053 8,983 15,700 16,245 26,363 17,210 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Total Liabilities 184,984 99,263 61,320 172,686 1,275,787 133,235 61,426 - ----------------------------------------------------------------------------------------------------------------------------- Net Assets: Capital paid-in 37,693,541 17,418,746 14,462,393 11,596,579 42,471,127 20,227,806 50,814,015 Accumulated net realized gain (loss) on investments, financial futures contracts and foreign currency transactions (864,138) 367,594 (1,765,886) (704,573) 2,251,057 (2,241,167) (2,255,666) Net unrealized appreciation (depreciation) of investments, financial futures contracts and foreign currency transactions 3,843,344 7,302,676 (392,210) 589,852 (5,686,762) 1,785,099 6,770,002 Undistributed net investment Income (distributions in excess of net investment income) (197) 5,007 (91) (8) 7,190 (76) (253) ----------- ----------- ----------- ----------- ----------- ----------- ----------- Net Assets $40,672,550 $25,094,023 $12,304,206 $11,481,850 $39,042,612 $19,771,662 $55,328,098 ============================================================================================================================= Net Asset Value Per Share: (Based on 2,321,942, 1,547,681, 1,197,751, 761,075 3,669,836, 1,372,971, 3,525,673 shares, respectively, of beneficial interest outstanding - unlimited number of shares authorized with no par value) $17.52 $16.21 $10.27 $15.09 $10.64 $14.40 $15.69 ============================================================================================================================= The Statement of Assets and Liabilities is each Fund's balance sheet and shows the value of what the Fund owns, is due and owes on December 31, 2000. You'll also find the net asset value per share as of that date. See notes to financial statements. Statements of Assets and Liabilities (continued) December 31, 2000 - -------------------------------------------------------------- V.A. INTERNATIONAL FUND ----------------- Assets: Investments at value - Note D: Common stocks (cost - $5,094,561) $5,299,410 Short-term investments (cost - $1,022,457) 1,022,457 ----------------- 6,321,867 Cash 624 Foreign currency, at value (cost - $68,187) 66,421 Receivable for investments sold 1,929,937 Dividends and interest receivable 11,621 Deferred organization expenses - Note B 1,413 Receivable from John Hancock Advisers, Inc. and affiliates - Note C 8,832 Other assets 190 ----------------- Total Assets 8,340,905 - -------------------------------------------------------------- Liabilities: Payable for shares repurchased 31,392 Payable for securities on loan 933,457 Accounts payable and accrued expenses 46,417 ----------------- Total Liabilities 1,011,266 - -------------------------------------------------------------- Net Assets: Capital paid-in 7,723,198 Accumulated net realized loss on investments and foreign currency transactions (519,368) Net unrealized appreciation (depreciation) of investments and foreign currency transactions 202,894 Distributions in excess of net investment income (77,085) ----------------- Net Assets $7,329,639 ============================================================== Net Asset Value Per Share: (Based on 665,848 shares of beneficial interest outstanding -- unlimited number of shares authorized with no par value) $11.01 ============================================================== See notes to financial statements. Statements of Assets and Liabilities (continued) December 31, 2000 - ---------------------------------------------------------------------------------------------------------- V.A. V.A. V.A. FINANCIAL REGIONAL BANK TECHNOLOGY INDUSTRIES FUND FUND FUND ----------------- ----------------- ----------------- Assets: Investments at value - Note D: Common stocks (cost - $48,938,306, $10,935,579 and $14,432,054, respectively) $67,939,052 $13,050,336 $10,542,962 Short-term investments (cost - none, none and $1,499,369, respectively) -- -- 1,499,369 Joint repurchase agreements (cost - $3,504,000, $679,000 and $2,747,789, respectively) 3,504,000 679,000 2,747,789 Corporate savings account 879 382 792 ----------------- ----------------- ----------------- 71,443,931 13,729,718 14,790,912 Receivable for investments sold -- 36,611 -- Receivable for shares sold 608,712 -- 245,636 Dividends and interest receivable 55,035 26,914 2,290 Other assets 5,891 296 1 ----------------- ----------------- ----------------- Total Assets 72,113,569 13,793,539 15,038,839 - ---------------------------------------------------------------------------------------------------------- Liabilities: Payable for investments purchased 684,125 -- 969,180 Payable for shares repurchased -- 36,656 -- Payable to John Hancock Advisers, Inc. and affiliates - Note C 46,510 9,115 6,564 Accounts payable and accrued expenses 16,338 14,338 21,051 ----------------- ----------------- ----------------- Total Liabilities 746,973 60,109 996,795 - ---------------------------------------------------------------------------------------------------------- Net Assets: Capital paid-in 55,845,481 14,564,298 18,123,471 Accumulated net realized loss on investments, options and foreign currency transactions (3,482,390) (2,945,521) (193,630) Net unrealized appreciation (depreciation) of investments and foreign currency transactions 19,000,607 2,114,757 (3,889,092) Undistributed net investment income (distributions in excess of net investment income) 2,898 (104) 1,295 ----------------- ----------------- ----------------- Net Assets $71,366,596 $13,733,430 $14,042,044 ========================================================================================================== Net Asset Value Per Share: (Based on 3,892,145, 1,389,168 and 1,916,254, respectively, of beneficial interest outstanding -- unlimited number of shares authorized with no par value) $18.34 $9.89 $7.33 ========================================================================================================== See notes to financial statements. Statements of Assets and Liabilities (continued) December 31, 2000 - -------------------------------------------------------------------------------------------------------------------------------- V.A. V.A. V.A. V.A. BOND HIGH YIELD MONEY MARKET STRATEGIC FUND BOND FUND FUND INCOME FUND ----------------- ----------------- ----------------- ----------------- Assets: Investments at value - Note D: Common stocks (cost - none, $892,077, none and $122,883, respectively) -- $680,118 -- $177,413 Preferred stocks and warrants (cost - $51, $820,929, none and $178,105, respectively) $475 626,607 -- 104,496 Bonds (cost - $22,605,396, $6,946,112, none and $31,955,894, respectively) 23,225,973 4,572,675 -- 29,816,857 Short-term investments (cost - none, none, 61,612,023 and none, respectively) -- -- $61,612,023 -- Joint repurchase agreements (cost - $1,606,000, $1,162,000, $6,307,000 and $3,437,000, respectively) 1,606,000 1,162,000 6,307,000 3,437,000 Corporate savings account 749 951 -- 346 ----------------- ----------------- ----------------- ----------------- 24,833,197 7,042,351 67,919,023 33,536,112 Cash -- -- 281 -- Foreign currency, at value (cost - none, $3,732, none and none, respectively) -- 3,938 -- -- Receivable for shares sold 215,269 -- 6,046,686 145,909 Receivable for forward foreign currency exchange contracts purchased - Note B -- 2,091 -- 13,525 Dividends and interest receivable 377,403 228,649 17,948 846,545 Deferred organization expenses -- Note B 1,413 -- 1,413 1,413 Other assets 234 129 3,037 1,548 ----------------- ----------------- ----------------- ----------------- Total Assets 25,427,516 7,277,158 73,988,388 34,545,052 - -------------------------------------------------------------------------------------------------------------------------------- Liabilities: Payable for investments purchased 224,459 -- -- -- Payable for shares repurchased -- 10,068 -- 1,258 Distributions payable -- -- 33,176 -- Payable for forward foreign currency exchange contracts sold - Note B -- 34,228 -- 40,954 Payable to John Hancock Advisers, Inc. and affiliates - Note C 14,274 2,986 30,177 17,336 Accounts payable and accrued expenses 16,066 11,242 7,703 13,705 ----------------- ----------------- ----------------- ----------------- Total Liabilities 254,799 58,524 71,056 73,253 - -------------------------------------------------------------------------------------------------------------------------------- Net Assets: Capital paid-in 24,922,117 10,257,167 73,917,139 37,817,216 Accumulated net realized loss on investments, options and foreign currency transactions (391,881) (221,273) -- (1,029,019) Net unrealized appreciation (depreciation) of investments and foreign currency transactions 621,001 (2,812,458) -- (2,190,200) Undistributed net investment income (distributions in excess of net investment income) 21,480 (4,802) 193 (126,198) ----------------- ----------------- ----------------- ----------------- Net Assets $25,172,717 $7,218,634 $73,917,332 $34,471,799 ================================================================================================================================ Net Asset Value Per Share: (Based on 2,445,857, 1,080,247, 73,917,332 and 3,841,771 shares, respectively, of beneficial interest outstanding -- unlimited number of shares authorized with no par value) $10.29 $6.68 $1.00 $8.97 ================================================================================================================================ See notes to financial statements. Statements of Operations Year ended December 31, 2000 - ------------------------------------------------------------------------------------------------------------------------------- V.A. V.A. V.A. V.A. V.A. V.A. V.A. CORE EQUITY 500 INDEX LARGE CAP MID CAP RELATIVE SMALL CAP SOVEREIGN FUND FUND GROWTH FUND GROWTH FUND VALUE FUND GROWTH FUND INVESTORS FUND ----------- ----------- ----------- ----------- ----------- ----------- -------------- Investment Income: Dividends (net of foreign Withholding tax of $1,892, $1,761, $438, $104, $169, none and $1,865, respectively) $492,956 $372,756 $55,135 $16,961 $172,226 $11,016 $745,879 Interest 73,783 27,843 18,183 59,766 193,222 46,062 282,891 Securities lending income 831 -- 621 510 27,459 33,144 -- ----------- ----------- ----------- ----------- ----------- ----------- ----------- 567,570 400,599 73,939 77,237 392,907 90,222 1,028,770 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Expenses: Investment management fee - Note C 306,248 116,127 148,433 99,566 257,116 213,759 295,467 Custodian fee 25,408 147,126 16,780 26,598 21,881 69,760 16,924 Auditing fee 19,431 15,164 13,432 12,000 18,164 15,000 18,000 Accounting and legal services fee -Note C 8,230 6,221 3,705 2,504 8,056 5,347 9,273 Printing 4,589 2,048 1,250 4,356 2,174 4,189 1,873 Trustees' fee 2,693 2,236 1,293 439 2,345 1,275 3,214 Miscellaneous 2,163 16,092 1,059 607 2,021 1,377 5,669 Organization expense - Note B 2,141 2,141 2,141 -- -- 2,141 2,141 Legal fees 399 280 169 124 368 230 401 Registration and filing fees 27 27 13 27 127 27 27 Interest Expense -- -- 2,054 79 26,328 1,736 -- ----------- ----------- ----------- ----------- ----------- ----------- ----------- Total Expenses 371,329 307,462 190,329 146,300 338,580 314,841 352,989 - ----------------------------------------------------------------------------------------------------------------------------- Less Expense Reductions - Note C -- (191,146) -- (13,517) -- (29,736) -- - ----------------------------------------------------------------------------------------------------------------------------- Net Expenses 371,329 116,316 190,329 132,783 338,580 285,105 352,989 - ----------------------------------------------------------------------------------------------------------------------------- Net Investment Income (Loss) 196,241 284,283 (116,390) (55,546) 54,327 (194,883) 675,781 - ----------------------------------------------------------------------------------------------------------------------------- Realized and Unrealized Gain (Loss) on Investments, Financial Futures Contracts and Foreign Currency Transactions: Net realized gain (loss) on investments sold 153,575 571,901 (1,715,484) (691,193) 13,435,050 (2,221,923) (1,886,401) Net realized loss on financial futures contracts -- (61,831) -- -- -- -- -- Net realized loss on foreign currency transactions -- -- -- -- (919) -- -- Change in net unrealized Appreciation (depreciation) of investments (3,702,349) (3,824,817) (4,414,002) (1,246,996) (15,297,492) (5,140,485) 1,083,527 Change in net unrealized Appreciation (depreciation) of financial futures contracts -- 8,691 -- -- -- -- -- Change in net unrealized Appreciation (depreciation) of foreign currency transactions -- -- -- -- 906 -- -- ----------- ----------- ----------- ----------- ----------- ----------- ----------- Net Realized and Unrealized Loss on Investments, Financial Futures Contracts and Foreign Currency Transactions (3,548,774) (3,306,056) (6,129,486) (1,938,189) (1,862,455) (7,362,408) (802,874) - ----------------------------------------------------------------------------------------------------------------------------- Net Decrease in Net Assets Resulting from Operations ($3,352,533) ($3,021,773) ($6,245,876) $1,993,735) ($1,808,128) ($7,557,291) ($127,093) - ----------------------------------------------------------------------------------------------------------------------------- The Statement of Operations summarizes for each of the Funds the investment income earned and expenses incurred in operating the Fund. It also shows net gains (losses) for the period stated. See notes to financial statements. Statements of Operations (continued) Year ended December 31, 2000 - -------------------------------------------------------------- V.A. INTERNATIONAL FUND ----------------- Investment Income: Dividends (net of foreign withholding tax of $15,166) $94,960 Interest 21,961 Securities lending income 4,860 ----------------- 121,781 ----------------- Expenses: Investment management fee - Note C 81,503 Custodian fee 188,289 Auditing fee 13,090 Printing 5,381 Organization expense - Note B 2,141 Accounting and legal services fee - Note C 1,697 Registration and filing fees 573 Trustees' fee 544 Miscellaneous 461 Legal fees 117 ----------------- Total Expenses 293,796 - -------------------------------------------------------------- Less Expense Reductions - Note C (189,610) - -------------------------------------------------------------- Net Expenses 104,186 - -------------------------------------------------------------- Net Investment Income 17,595 - -------------------------------------------------------------- Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions: Net realized loss on investments sold (435,585) Net realized loss on foreign currency transactions (15,739) Change in net unrealized appreciation (depreciation) of investments (2,178,286) Change in net unrealized appreciation (depreciation) of foreign currency transactions (952) ----------------- Net Realized and Unrealized Loss on Investments and Foreign Currency Transactions (2,630,562) - -------------------------------------------------------------- Net Decrease in Net Assets Resulting from Operations ($2,612,967) ============================================================== See notes to financial statements. Statements of Operations (continued) Year ended December 31, 2000 - ---------------------------------------------------------------------------------------------------------- V.A. V.A. V.A. FINANCIAL REGIONAL BANK TECHNOLOGY INDUSTRIES FUND FUND FUND ----------------- ----------------- ----------------- Investment Income: Dividends (net of foreign withholding tax of $12,422, none and $3, respectively) $616,349 $375,640 $503 Interest 64,208 38,145 68,818 Securities lending income 5,313 1,734 87 ----------------- ----------------- ----------------- 685,870 415,519 69,408 ----------------- ----------------- ----------------- Expenses: Investment management fee - Note C 434,813 113,415 33,261 Custodian fee 18,441 11,464 33,980 Auditing fee 17,500 13,000 12,000 Accounting and legal services fee - Note C 10,269 2,660 810 Printing 3,971 1,036 2,276 Trustees' fee 3,058 1,096 61 Miscellaneous 2,209 296 200 Interest Expense 944 738 -- Legal fees 364 -- 61 Registration and filing fees 13 26 14 ----------------- ----------------- ----------------- Total Expenses 491,582 143,731 82,663 - ---------------------------------------------------------------------------------------------------------- Less Expense Reductions - Note C -- -- (39,008) - ---------------------------------------------------------------------------------------------------------- Net Expenses 491,582 143,731 43,655 - ---------------------------------------------------------------------------------------------------------- Net Investment Income 194,288 271,788 25,753 - ---------------------------------------------------------------------------------------------------------- Realized and Unrealized Gain (Loss) on Investments, Options and Foreign Currency Transactions: Net realized gain (loss) on investments sold and options 692,941 (2,865,401) (193,630) Net realized gain on foreign currency transactions 3,958 -- -- Change in net unrealized appreciation (depreciation) of investments 12,308,867 4,087,137 (3,889,092) Change in net unrealized appreciation (depreciation) of foreign currency transactions (2,383) -- -- ----------------- ----------------- ----------------- Net Realized and Unrealized Gain (Loss) on Investments, Options and Foreign Currency Transactions 13,003,383 1,221,736 (4,082,722) - ---------------------------------------------------------------------------------------------------------- Net Increase (Decrease) in Net Assets Resulting from Operations $13,197,671 $1,493,524 ($4,056,969) ========================================================================================================== See notes to financial statements. Statements of Operations (continued) Year ended December 31, 2000 - -------------------------------------------------------------------------------------------------------------------------------- V.A. V.A. V.A. V.A. BOND HIGH YIELD MONEY MARKET STRATEGIC FUND BOND FUND FUND INCOME FUND ----------------- ----------------- ----------------- ----------------- Investment Income: Dividends (net of foreign withholding tax of none, $3,900, none and none, respectively) -- $123,442 -- $21,652 Interest $1,161,742 986,842 $2,511,902 2,640,081 ----------------- ----------------- ----------------- ----------------- 1,161,742 1,110,284 2,511,902 2,661,733 ----------------- ----------------- ----------------- ----------------- Expenses: Investment management fee - Note C 80,502 51,368 194,539 165,020 Custodian fee 46,140 16,651 16,717 22,549 Auditing fee 12,164 13,667 8,000 8,000 Accounting and legal services fee - Note C 3,048 1,605 7,395 5,193 Printing 2,230 1,214 1,232 4,355 Organization expense - Note B 2,141 -- 2,141 2,141 Trustees' fee 835 576 1,950 1,457 Registration and filing fees 790 27 27 27 Miscellaneous 695 457 908 1,352 Legal fees 125 20,928 241 251 ----------------- ----------------- ----------------- ----------------- Total Expenses 148,670 106,493 233,150 210,345 - -------------------------------------------------------------------------------------------------------------------------------- Less Expense Reductions - Note C (27,848) (33,670) -- -- - -------------------------------------------------------------------------------------------------------------------------------- Net Expenses 120,822 72,823 233,150 210,345 - -------------------------------------------------------------------------------------------------------------------------------- Net Investment Income 1,040,920 1,037,461 2,278,752 2,451,388 - -------------------------------------------------------------------------------------------------------------------------------- Realized and Unrealized Gain (Loss) on Investments, Options and Foreign Currency Transactions: Net realized gain (loss) on investments sold and options (153,038) 13,846 -- (980,624) Net realized gain on foreign currency transactions 988 127,478 -- 280,348 Change in net unrealized appreciation (depreciation) of investments 1,086,406 (1,600,466) -- (1,250,037) Change in net unrealized appreciation (depreciation) of foreign currency transactions (909) (65,941) -- (72,198) ----------------- ----------------- ----------------- ----------------- Net Realized and Unrealized Gain (Loss) on Investments, Options and Foreign Currency Transactions 933,447 (1,525,083) -- (2,022,511) - -------------------------------------------------------------------------------------------------------------------------------- Net Increase (Decrease) in Net Assets Resulting from Operations $1,974,367 ($487,622) $2,278,752 $428,877 ================================================================================================================================ See notes to financial statements. Statements of Changes in Net Assets - ---------------------------------------------------------------------------------------------------------------------------------- V.A. CORE EQUITY FUND V.A. 500 INDEX FUND V.A. LARGE CAP GROWTH FUND --------------------------- --------------------------- --------------------------- YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, --------------------------- --------------------------- --------------------------- 1999 2000 1999 2000 1999 2000 ----------- ----------- ----------- ----------- ----------- ----------- Increase (Decrease) in Net Assets: From Operations: Net investment income (loss) $170,261 $196,241 $344,397 $284,283 ($40,884) ($116,390) Net realized gain (loss) on investments sold and financial futures contracts 1,489,402 153,575 91,519 510,070 1,316,751 (1,715,484) Change in net unrealized appreciation (depreciation) of investments and financial futures contracts 3,097,564 (3,702,349) 5,755,226 (3,816,126) 1,878,149 (4,414,002) ----------- ----------- ----------- ----------- ----------- ----------- Net Increase (Decrease) in Net Assets Resulting from Operations 4,757,227 (3,352,533) 6,191,142 (3,021,773) 3,154,016 (6,245,876) ----------- ----------- ----------- ----------- ----------- ----------- Distributions to Shareholders: * Dividends from net investment income (174,331) (199,287) (344,375) (279,659) -- -- Distributions in excess of net investment income (86) -- -- -- -- -- Distributions from net realized gain on investments sold and financial futures contracts (895,808) (695,716) (231,893) (92,786) (491,445) (643,661) Distributions in excess of net realized gain on investments sold, financial futures contracts -- (844,741) (15,178) -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- Total Distributions to Shareholders (1,070,225) (1,739,744) (591,446) (372,445) (491,445) (643,661) ----------- ----------- ----------- ----------- ----------- ----------- From Fund Share Transactions: ** Shares sold 21,277,999 11,671,817 13,349,010 2,172,521 10,666,325 5,563,562 Shares issued to shareholders in reinvestment of distributions 1,070,225 1,739,743 591,446 372,407 491,445 643,661 ----------- ----------- ----------- ----------- ----------- ----------- 22,348,224 13,411,560 13,940,456 2,544,928 11,157,770 6,207,223 Less shares repurchased (7,735,163) (12,638,050) (8,044,099) (12,009,903) (2,320,226) (8,885,412) ----------- ----------- ----------- ----------- ----------- ----------- Net Increase (Decrease) 14,613,061 773,510 5,896,357 (9,464,975) 8,837,544 (2,678,189) ----------- ----------- ----------- ----------- ----------- ----------- Net Assets: Beginning of period 26,691,254 44,991,317 26,457,163 37,953,216 10,371,817 21,871,932 ----------- ----------- ----------- ----------- ----------- ----------- End of period (including undistributed net investment income (distributions in excess of net investment income) of ($85), ($197), $335, $5,007, ($41) and ($91), respectively) $44,991,317 $40,672,550 $37,953,216 $25,094,023 $21,871,932 $12,304,206 ----------- ----------- ----------- ----------- ----------- ----------- * Distributions to Shareholders: Per share dividends from net investment income $0.0861 $0.0888 $0.1710 $0.1530 -- -- ----------- ----------- ----------- ----------- ----------- ----------- Per share dividends in excess of net investment income $0.0001 -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- Per share distributions from net realized gain on investments sold and financial futures contracts $0.4028 $0.6886 $0.1105 $0.0585 $0.3598 $0.5666 ----------- ----------- ----------- ----------- ----------- ----------- Per share distributions in excess of net realized gain on investments sold and financial futures contracts -- -- $0.0072 -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- ** Analysis of Fund Share Transactions: Shares sold 1,133,853 601,375 816,451 123,028 738,312 376,363 Shares issued to shareholders in reinvestment of distributions 55,765 99,280 34,866 21,738 31,974 62,310 ----------- ----------- ----------- ----------- ----------- ----------- 1,189,618 700,655 851,317 144,766 770,286 438,673 Less shares repurchased (410,573) (662,061) (490,081) (694,943) (158,856) (628,273) ----------- ----------- ----------- ----------- ----------- ----------- Net Increase (Decrease) 779,045 38,594 361,236 (550,177) 611,430 (189,600) =========== =========== =========== =========== =========== =========== See notes to financial statements. Statements of Changes in Net Assets (continued) - --------------------------------------------------------------------------------------------------------------------------------- V.A. MID CAP GROWTH FUND V.A. RELATIVE VALUE FUND V.A. SMALL CAP GROWTH FUND --------------------------- --------------------------- --------------------------- YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, --------------------------- --------------------------- --------------------------- 1999 2000 1999 2000 1999 2000 ----------- ----------- ----------- ----------- ----------- ----------- Increase (Decrease) in Net Assets: From Operations: Net investment income (loss) ($6,426) ($55,546) $161,304 $54,327 ($82,296) ($194,883) Net realized gain (loss) on investments sold and foreign currency transactions 187,318 (691,193) 5,322,397 13,434,131 2,352,183 (2,221,923) Change in net unrealized appreciation (depreciation) of investments and foreign currency transactions 1,607,019 (1,246,996) 7,741,197 (15,296,586) 5,122,311 (5,140,485) ---------- ----------- ----------- ----------- ----------- ----------- Net Increase (Decrease) in Net Assets Resulting from Operations 1,787,911 (1,993,735) 13,224,898 (1,808,128) 7,392,198 (7,557,291) ---------- ----------- ----------- ----------- ----------- ----------- Distributions to Shareholders: * Dividends from net investment income -- -- (162,651) (42,822) -- -- Distributions from net realized gain on investments sold and foreign currency transactions (5,407) (78,273) (1,365,816) (15,128,734) (441,478) (1,193,201) ---------- ----------- ----------- ----------- ----------- ----------- Total Distributions to Shareholders (5,407) (78,273) (1,528,467) (15,171,556) (441,478) (1,193,201) ---------- ----------- ----------- ----------- ----------- ----------- From Fund Share Transactions: ** Shares sold 3,390,736 12,664,811 12,838,972 13,227,216 7,383,931 18,612,044 Shares issued to shareholders in reinvestment of distributions 5,407 78,273 1,528,467 15,171,557 441,478 1,193,201 ---------- ----------- ----------- ----------- ----------- ----------- 3,396,143 12,743,084 14,367,439 28,398,773 7,825,409 19,805,245 Less shares repurchased (594,918) (5,552,026) (4,666,018) (11,142,581) (2,141,408) (12,149,701) ---------- ----------- ----------- ----------- ----------- ----------- Net Increase 2,801,225 7,191,058 9,701,421 17,256,192 5,684,001 7,655,544 ---------- ----------- ----------- ----------- ----------- ----------- Net Assets: Beginning of period 1,779,071 6,362,800 17,368,252 38,766,104 8,231,889 20,866,610 ---------- ----------- ----------- ----------- ----------- ----------- End of period (including undistributed net investment income (distributions in excess of net investment income) of none, ($8), ($3,436), $7,190, ($40) and ($76), respectively) $6,362,800 $11,481,850 $38,766,104 $39,042,612 $20,866,610 $19,771,662 ---------- ----------- ----------- ----------- ----------- ----------- * Distributions to Shareholders: Per share dividends from net investment income -- -- $0.0980 $0.0186 -- -- ---------- ----------- ----------- ----------- ----------- ----------- Per share distributions from net realized gain on investments sold and foreign currency transactions $0.0160 $0.1010 $0.6493 $6.5883 $0.4314 $0.9031 ---------- ----------- ----------- ----------- ----------- ----------- ** Analysis of Fund Share Transactions: Shares sold 257,673 699,219 949,975 744,370 499,482 888,422 Shares issued to shareholders in reinvestment of distributions 329 5,222 91,349 1,406,946 23,955 86,905 ---------- ----------- ----------- ----------- ----------- ----------- 258,002 704,441 1,041,324 2,151,316 523,437 975,327 Less shares repurchased (49,945) (313,149) (334,023) (631,982) (153,686) (658,355) ---------- ----------- ----------- ----------- ----------- ----------- Net Increase 208,057 391,292 707,301 1,519,334 369,751 316,972 ========== =========== =========== =========== =========== =========== The Statement of Changes in Net Assets shows how the value of each Fund's net assets has changed since the end of the previous period. The difference reflects earnings less expenses, any investment and foreign currency gains and losses, distributions paid to shareholders, if any, and any increase or decrease in money shareholders invested in each Fund. The footnotes illustrate the number of Fund shares sold, reinvested and repurchased during the last two periods, along with the per share amount of distributions made to shareholders of each Fund for the periods indicated. See notes to financial statements. Statements of Changes in Net Assets (continued) - --------------------------------------------------------------------------------------------------------------------------------- V.A. SOVEREIGN INVESTORS FUND V.A. INTERNATIONAL FUND V.A. FINANCIAL INDUSTRIES FUND ----------------------------- --------------------------- ------------------------------ YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, --------------------------- --------------------------- --------------------------- 1999 2000 1999 2000 1999 2000 ----------- ----------- ----------- ----------- ----------- ----------- Increase (Decrease) in Net Assets: From Operations: Net investment income $651,984 $675,781 $38,442 $17,595 $385,825 $194,288 Net realized gain (loss) on investments sold and foreign currency transactions (211,594) (1,886,401) 681,683 (451,324) (3,550,224) 696,899 Change in net unrealized appreciation (depreciation) of investments and foreign currency transactions 1,075,319 1,083,527 1,497,165 (2,179,238) 3,537,348 12,306,484 ----------- ----------- ----------- ----------- ----------- ----------- Net Increase (Decrease) in Net Assets Resulting from Operations 1,515,709 (127,093) 2,217,290 (2,612,967) 372,949 13,197,671 ----------- ----------- ----------- ----------- ----------- ----------- Distributions to Shareholders: * Dividends from net investment income (651,984) (678,637) (46,076) (107,471) (362,866) (169,614) Distributions in excess of net investment income (617) -- (9,515) -- -- -- Distributions from net realized gain on investments sold and foreign currency transactions -- -- (259,599) (238,923) (153,776) -- Tax return of capital (2,297) -- -- -- (23,257) -- ----------- ----------- ----------- ----------- ----------- ----------- Total Distributions to Shareholders (654,898) (678,637) (315,190) (346,394) (539,899) (169,614) ----------- ----------- ----------- ----------- ----------- ----------- From Fund Share Transactions: ** Shares sold 19,084,625 16,811,905 1,131,817 1,932,741 10,055,880 20,739,283 Shares issued to shareholders in reinvestment of distributions 654,898 678,636 315,190 346,394 539,899 169,614 ----------- ----------- ----------- ----------- ----------- ----------- 19,739,523 17,490,541 1,447,007 2,279,135 10,595,779 20,908,897 Less shares repurchased (4,515,757) (11,610,910) (1,175,008) (1,364,748) (15,685,364) (11,882,798) ----------- ----------- ----------- ----------- ----------- ----------- Net Increase (Decrease) 15,223,766 5,879,631 271,999 914,387 (5,089,585) 9,026,099 ----------- ----------- ----------- ----------- ----------- ----------- Net Assets: Beginning of period 34,169,620 50,254,197 7,200,514 9,374,613 54,568,975 49,312,440 ----------- ----------- ----------- ----------- ----------- ----------- End of period (including undistributed net investment income (distributions in excess of net investment income) of ($105), ($253), ($46,722), ($80,691), ($2,491) and $2,898, respectively) $50,254,197 $55,328,098 $9,374,613 $7,329,639 $49,312,440 $71,366,596 ----------- ----------- ----------- ----------- ----------- ----------- * Distributions to Shareholders: Per share dividends from net investment income $0.2404 $0.2077 $0.0791 $0.1684 $0.1078 $0.0450 ----------- ----------- ----------- ----------- ----------- ----------- Per share distributions in excess of net investment income $0.0002 -- $0.0163 -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- Per share distributions from net realized gain on investments sold and foreign currency transactions -- -- $0.4454 $0.3744 -- -- ----------- ----------- ----------- ----------- ----------- ----------- Tax return of capital $0.0009 -- -- -- $0.0069 -- ----------- ----------- ----------- ----------- ----------- ----------- ** Analysis of Fund Share Transactions: Shares sold 1,204,042 1,103,469 86,360 131,349 691,929 1,252,923 Shares issued to shareholders in reinvestment of distributions 42,073 44,976 21,633 31,955 38,926 9,578 ----------- ----------- ----------- ----------- ----------- ----------- 1,246,115 1,148,445 107,993 163,304 730,855 1,262,501 Less shares repurchased (285,296) (771,887) (92,089) (104,357) (1,096,716) (779,897) ----------- ----------- ----------- ----------- ----------- ----------- Net Increase (Decrease) 960,819 376,558 15,904 58,947 (365,861) 482,604 =========== =========== =========== =========== =========== =========== See notes to financial statements. Statements of Changes in Net Assets (continued) - ----------------------------------------------------------------------------------------------------------------- V.A. TECHNOLOGY V.A. REGIONAL BANK FUND FUND V.A. BOND FUND --------------------------- ------------ --------------------------- YEAR ENDED DECEMBER 31, PERIOD ENDED YEAR ENDED DECEMBER 31, --------------------------- DECEMBER 31, --------------------------- 1999 2000 2000(1) 1999 2000 ----------- ----------- ------------ ----------- ----------- Increase (Decrease) in Net Assets: From Operations: Net investment income $281,620 $271,788 $25,753 $740,529 $1,040,920 Net realized gain (loss) on investments sold, options and foreign currency transactions 232,178 (2,865,401) (193,630) (216,376) (152,050) Change in net unrealized appreciation (depreciation) of investments and foreign currency transactions (1,578,109) 4,087,137 (3,889,092) (583,796) 1,085,497 ----------- ----------- ----------- ----------- ----------- Net Increase (Decrease) in Net Assets Resulting from Operations (1,064,311) 1,493,524 (4,056,969) (59,643) 1,974,367 ----------- ----------- ----------- ----------- ----------- Distributions to Shareholders: * Dividends from net investment income (281,482) (275,181) (24,458) (740,530) (1,040,858) Distributions from net realized gain on investments sold, options and foreign currency transactions (347,453) -- -- -- -- ----------- ----------- ----------- ----------- ----------- Total Distributions to Shareholders (628,935) (275,181) (24,458) (740,530) (1,040,858) ----------- ----------- ----------- ----------- ----------- From Fund Share Transactions: ** Shares sold 7,383,736 1,198,441 18,589,255 5,640,516 13,994,748 Shares issued to shareholders in reinvestment of distributions 628,935 275,181 24,458 740,530 1,040,858 ----------- ----------- ----------- ----------- ----------- 8,012,671 1,473,622 18,613,713 6,381,046 15,035,606 Less shares repurchased (6,280,747) (9,253,630) (490,242) (3,719,713) (3,326,986) ----------- ----------- ----------- ----------- ----------- Net Increase (Decrease) 1,731,924 (7,780,008) 18,123,471 2,661,333 11,708,620 ----------- ----------- ----------- ----------- ----------- Net Assets: Beginning of period 20,256,417 20,295,095 -- 10,669,428 12,530,588 ----------- ----------- ----------- ----------- ----------- End of period (including undistributed net investment income of $3,154, ($209), $1,295, $21,494 and $21,556, respectively) $20,295,095 $13,733,430 $14,042,044 $12,530,588 $25,172,717 ----------- ----------- ----------- ----------- ----------- * Distributions to Shareholders: Per share dividends from net investment income $0.1190 $0.1686 $0.0143 $0.6448 $0.6434 ----------- ----------- ----------- ----------- ----------- Per share distributions from net realized gain on investments sold, options and foreign currency transactions $0.1489 -- -- -- -- ----------- ----------- ----------- ----------- ----------- ** Analysis of Fund Share Transactions: Shares sold 798,204 150,452 1,961,452 556,313 1,400,901 Shares issued to shareholders in reinvestment of distributions 73,089 33,504 3,292 73,574 104,450 ----------- ----------- ----------- ----------- ----------- 871,293 183,956 1,964,744 629,887 1,505,351 Less shares repurchased (683,009) (1,166,423) (48,490) (367,396) (336,738) ----------- ----------- ----------- ----------- ----------- Net Increase (Decrease) 188,284 (982,467) 1,916,254 262,491 1,168,613 =========== =========== =========== =========== =========== (1) Commenced operations on May 1, 2000. See notes to financial statements. Statements of Changes in Net Assets (continued) - -------------------------------------------------------------------------------------------------------------------------------- V.A. HIGH YIELD BOND FUND V.A. MONEY MARKET FUND V.A. STRATEGIC INCOME FUND --------------------------- --------------------------- --------------------------- YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, --------------------------- --------------------------- --------------------------- 1999 2000 1999 2000 1999 2000 ----------- ----------- ----------- ----------- ----------- ----------- Increase (Decrease) in Net Assets: From Operations: Net investment income $951,874 $1,037,461 $1,072,850 $2,278,752 $1,576,575 $2,451,388 Net realized gain (loss) on investments sold, options and foreign currency transactions 104,240 141,324 -- -- (156,823) (700,276) Change in net unrealized appreciation (depreciation) of investments and foreign currency transactions 59,411 (1,666,407) -- -- (534,751) (1,322,235) ----------- ----------- ----------- ------------ ----------- ----------- Net Increase (Decrease) in Net Assets Resulting from Operations 1,115,525 (487,622) 1,072,850 2,278,752 885,001 428,877 ----------- ----------- ----------- ------------ ----------- ----------- Distributions to Shareholders: * Dividends from net investment income (945,546) (1,039,972) (1,072,850) (2,278,752) (1,576,590) (2,359,734) Tax Return of Capital -- -- -- -- -- (91,654) Distributions from net realized gain on investments sold, options and foreign currency transactions (74,253) (241,224) -- -- -- (350,215) ----------- ----------- ----------- ------------ ----------- ----------- Total Distributions to Shareholders (1,019,799) (1,281,196) (1,072,850) (2,278,752) (1,576,590) (2,801,603) ----------- ----------- ----------- ------------ ----------- ----------- From Fund Share Transactions: ** Shares sold 2,548,352 858,489 48,097,999 188,358,513 8,665,787 14,978,386 Shares issued in reorganization - Note F -- -- -- -- 2,569,836 -- Shares issued to shareholders in reinvestment of distributions 1,019,800 1,281,195 944,404 2,374,022 1,576,592 2,801,603 ----------- ----------- ----------- ------------ ----------- ----------- 3,568,152 2,139,684 49,042,403 190,732,535 12,812,215 17,779,989 Less shares repurchased (2,496,893) (2,438,764) (32,610,270) (149,766,710) (4,858,040) (3,217,447) ----------- ----------- ----------- ------------ ----------- ----------- Net Increase (Decrease) 1,071,259 (299,080) 16,432,133 40,965,825 7,954,175 14,562,542 ----------- ----------- ----------- ------------ ----------- ----------- Net Assets: Beginning of period 8,119,547 9,286,532 16,519,374 32,951,507 15,019,397 22,281,983 ----------- ----------- ----------- ------------ ----------- ----------- End of period (including undistributed net investment income (distributions in excess of net investment income) of $5,028, $33,938, $52, $193, ($47,169) and ($126,198), respectively) $9,286,532 $7,218,634 $32,951,507 $73,917,332 $22,281,983 $34,471,799 ----------- ----------- ----------- ------------ ----------- ----------- * Distributions to Shareholders: Per share dividends from net investment income $0.8767 $0.9394 $0.0452 $0.0576 $0.7977 $0.8345 ----------- ----------- ----------- ------------ ----------- ----------- Per share distributions from net realized gain on investments sold, options and foreign currency transactions $0.0657 $0.2290 -- -- -- $0.0945 ----------- ----------- ----------- ------------ ----------- ----------- ** Analysis of Fund Share Transactions: Shares sold 305,760 110,078 48,097,999 188,358,513 872,439 1,598,355 Shares issued in reorganization - Note F -- -- -- -- 253,313 -- Shares issued to shareholders in reinvestment of distributions 122,160 172,859 94,404 2,374,022 159,651 302,236 ----------- ----------- ----------- ------------ ----------- ----------- 427,920 282,937 48,192,403 190,732,535 1,285,403 1,900,591 Less shares repurchased (297,910) (320,600) (32,610,270) (149,766,710) (491,471) (339,848) ----------- ----------- ----------- ------------ ----------- ----------- Net Increase (Decrease) 130,010 (37,663) 15,582,133 40,965,825 793,932 1,560,743 =========== =========== =========== ============ =========== =========== See notes to financial statements. Financial Highlights Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------------------------------------------- V.A. CORE EQUITY FUND ------------------------------------------------------------------------------------- PERIOD ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------------------------------------------- 1996(1) 1997 1998 1999 2000 ------------- ------------- ------------- ------------- ------------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $11.11 $14.11 $17.74 $19.70 ------------- ------------- ------------- ------------- ------------- Net Investment Income(2) 0.06 0.16 0.10 0.09 0.08 Net Realized and Unrealized Gain (Loss) on Investments 1.12 3.23 3.90 2.36 (1.48) ------------- ------------- ------------- ------------- ------------- Total from Investment Operations 1.18 3.39 4.00 2.45 (1.40) ------------- ------------- ------------- ------------- ------------- Less Distributions: Dividends from Net Investment Income (0.06) (0.14) (0.10) (0.09) (0.09) Distributions in Excess of Net Investment Income -- -- -- --(3) -- Distributions from Net Realized Gain on Investments Sold (0.01) (0.25) (0.27) (0.40) (0.31) Distributions in Excess of Net Realized Gain on Investments Sold -- -- -- -- (0.38) ------------- ------------- ------------- ------------- ------------- Total Distributions (0.07) (0.39) (0.37) (0.49) (0.78) ------------- ------------- ------------- ------------- ------------- Net Asset Value, End of Period $11.11 $14.11 $17.74 $19.70 $17.52 ============= ============= ============= ============= ============= Total Investment Return(4) 11.78%(5,6) 30.68%(6) 28.42% 13.89% (7.11%) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $1,149 $8,719 $26,691 $44,991 $40,673 Ratio of Expenses to Average Net Assets 0.95%(7) 0.95% 0.95% 0.83% 0.85% Ratio of Adjusted Expenses to Average Net Assets(8) 4.23%(7) 1.59% -- -- -- Ratio of Net Investment Income to Average Net Assets 1.60%(7) 1.24% 0.65% 0.47% 0.45% Portfolio Turnover Rate 24% 53% 55% 77% 97% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total returns would have been lower had certain expenses not been reduced during the periods shown. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. The Financial Highlights summarizes the impact of the following factors on a single share for each period indi cated: net investment income, gains (losses), distributions and total investment return of each Fund. It shows how the Fund's net asset value for a share has changed since the end of the previous period. Additionally, important rela tionships between some items presented in the financial statements are expressed in ratio form. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------------------------------------------- V.A. 500 INDEX FUND ------------------------------------------------------------------------------------- PERIOD ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------------------------------------------- 1996(1) 1997 1998 1999 2000 ------------- ------------- ------------- ------------- ------------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $10.44 $12.62 $15.23 $18.09 ------------- ------------- ------------- ------------- ------------- Net Investment Income(2) 0.17 0.30 0.20 0.17 0.14 Net Realized and Unrealized Gain (Loss) on Investments 0.98 2.72 3.37 2.98 (1.81) ------------- ------------- ------------- ------------- ------------- Total from Investment Operations 1.15 3.02 3.57 3.15 (1.67) ------------- ------------- ------------- ------------- ------------- Less Distributions: Dividends from Net Investment Income (0.16) (0.30) (0.20) (0.17) (0.15) Distributions from Net Realized Gain on Investments Sold (0.55) (0.54) (0.76) (0.11) (0.06) Distributions in Excess of Net Realized Gain on Investments Sold -- -- -- (0.01) -- ------------- ------------- ------------- ------------- ------------- Total Distributions (0.71) (0.84) (0.96) (0.29) (0.21) ------------- ------------- ------------- ------------- ------------- Net Asset Value, End of Period $10.44 $12.62 $15.23 $18.09 $16.21 ============= ============= ============= ============= ============= Total Investment Return(3,4) 11.49%(5) 29.51% 28.44% 20.81% (9.28%) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $4,049 $20,008 $26,457 $37,953 $25,094 Ratio of Expenses to Average Net Assets 0.60%(6) 0.36% 0.35% 0.35% 0.35% Ratio of Adjusted Expenses to Average Net Assets(7) 1.31%(6) 0.83% 0.92% 0.75% 0.93% Ratio of Net Investment Income to Average Net Assets 4.57%(6) 2.45% 1.44% 1.06% 0.86% Portfolio Turnover Rate 0% 9% 47% 5% 7% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) The total returns would have been lower had certain expenses not been reduced during the periods shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------------------------------------------- V.A. LARGE CAP GROWTH FUND ------------------------------------------------------------------------------------- PERIOD ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------------------------------------------- 1996(1) 1997 1998 1999 2000 ------------- ------------- ------------- ------------- ------------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $9.39 $10.73 $13.37 $15.77 ------------- ------------- ------------- ------------- ------------- Net Investment Loss(2) (0.01) (0.04) --(3) (0.04) (0.08) Net Realized and Unrealized Gain (Loss) on Investments (0.60) 1.38 2.64 2.80 (4.85) ------------- ------------- ------------- ------------- ------------- Total from Investment Operations (0.61) 1.34 2.64 2.76 (4.93) ------------- ------------- ------------- ------------- ------------- Less Distributions: Distributions from Net Realized Gain on Investments Sold -- -- -- (0.36) (0.57) ------------- ------------- ------------- ------------- ------------- Net Asset Value, End of Period $9.39 $10.73 $13.37 $15.77 $10.27 ============= ============= ============= ============= ============= Total Investment Return(4) (6.10%)(5,6) 14.27%(6) 24.60%(6) 20.71%(6) (31.30%) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $994 $3,733 $10,372 $21,872 $12,304 Ratio of Expenses to Average Net Assets 1.00%(7) 1.00% 1.00% 1.00% 0.96% Ratio of Adjusted Expenses to Average Net Assets(8) 4.76%(7) 2.37% 1.33% 1.02% -- Ratio of Net Investment Loss to Average Net Assets (0.23%)(7) (0.39%) (0.00%) (0.25%) (0.59%) Portfolio Turnover Rate 68% 136% 176% 172% 170% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total returns would have been lower had certain expenses not been reduced during the periods shown. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------- V.A. MID CAP GROWTH FUND ------------------------------------------------- PERIOD ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------- 1998(1) 1999 2000 - ----------------------------------------------------------------------------------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $11.03 $17.21 ------------- ------------- ------------- Net Investment Income (Loss)(2) 0.01 (0.03) (0.08) Net Realized and Unrealized Gain (Loss) on Investments 1.03 6.23 (1.94) ------------- ------------- ------------- Total from Investment Operations 1.04 6.20 (2.02) ------------- ------------- ------------- Less Distributions: Dividends from Net Investment Income (0.01) -- -- Distributions from Net Realized Gain on Investments Sold -- (0.02) (0.10) Tax Return of Capital --(3) -- -- ------------- ------------- ------------- Total Distributions (0.01) (0.02) (0.10) ------------- ------------- ------------- Net Asset Value, End of Period $11.03 $17.21 $15.09 ============= ============= ============= Total Investment Return(4,5) 10.35%(6) 56.18% (11.73%) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $1,779 $6,363 $11,482 Ratio of Expenses to Average Net Assets 1.00%(7) 1.00% 1.00% Ratio of Adjusted Expenses to Average Net Assets(8) 4.23%(7) 2.36% 1.10% Ratio of Net Investment Income (Loss) to Average Net Assets 0.06%(7) (0.23%) (0.42%) Portfolio Turnover Rate 103% 136% 155% (1) Commenced operations on January 7, 1998. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) The total returns would have been lower had certain expenses not been reduced during the periods shown. (6) Not annualized. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------- V.A. RELATIVE VALUE FUND ------------------------------------------------- PERIOD ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------- 1998(1) 1999 2000 - ----------------------------------------------------------------------------------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $12.03 $18.03 ------------- ------------- ------------- Net Investment Income(2) 0.11 0.10 0.02 Net Realized and Unrealized Gain (Loss) on Investments 2.02 6.65 (0.80) ------------- ------------- ------------- Total from Investment Operations 2.13 6.75 (0.78) ------------- ------------- ------------- Less Distributions: Dividends from Net Investment Income (0.10) (0.10) (0.02) Distributions from Net Realized Gain on Investments Sold -- (0.65) (6.59) ------------- ------------- ------------- Total Distributions (0.10) (0.75) (6.61) ------------- ------------- ------------- Net Asset Value, End of Period $12.03 $18.03 $10.64 ============= ============= ============= Total Investment Return(3) 21.39%(4,5) 56.65% (4.80%) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $17,368 $38,766 $39,043 Ratio of Expenses to Average Net Assets 0.85%(6) 0.77% 0.79% Ratio of Adjusted Expenses to Average Net Assets(7) 1.03%(6) -- -- Ratio of Net Investment Income to Average Net Assets 1.17%(6) 0.66% 0.13% Portfolio Turnover Rate 242% 166% 164% (1) Commenced operations on January 6, 1998. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) Not annualized. (5) The total return would have been lower had certain expenses not been reduced during the period shown. (6) Annualized. (7) Does not take into consideration expense reductions during the period shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------------------------------------------- V.A. SMALL CAP GROWTH FUND ------------------------------------------------------------------------------------- PERIOD ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------------------------------------------- 1996(1) 1997 1998 1999 2000 ------------- ------------- ------------- ------------- ------------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $9.32 $10.35 $12.00 $19.76 ------------- ------------- ------------- ------------- ------------- Net Investment Income (Loss)(2) 0.02 (0.02) (0.06) (0.10) (0.13) Net Realized and Unrealized Gain (Loss) on Investments (0.68) 1.05 1.71 8.29 (4.33) ------------- ------------- ------------- ------------- ------------- Total from Investment Operations (0.66) 1.03 1.65 8.19 (4.46) ------------- ------------- ------------- ------------- ------------- Less Distributions: Dividends from Net Investment Income (0.02) --(3) -- -- -- Distributions from Net Realized Gain on Investments Sold -- -- -- (0.43) (0.90) ------------- ------------- ------------- ------------- ------------- Total Distributions to Shareholders (0.02) -- -- (0.43) (0.90) ------------- ------------- ------------- ------------- ------------- Net Asset Value, End of Period $9.32 $10.35 $12.00 $19.76 $14.40 ============= ============= ============= ============= ============= Total Investment Return(4,5) (6.62%)(6) 11.06% 15.94% 68.52% (22.33%) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $975 $3,841 $8,232 $20,867 $19,772 Ratio of Expenses to Average Net Assets 1.00%(7) 1.00% 1.00% 1.00% 1.00% Ratio of Adjusted Expenses to Average Net Assets(8) 5.19%(7) 2.72% 1.63% 1.38% 1.10% Ratio of Net Investment Income (Loss) to Average Net Assets 0.62%(7) (0.16%) (0.59%) (0.76%) (0.68%) Portfolio Turnover Rate 31% 79% 93% 120% 104% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) The total returns would have been lower had certain expenses not been reduced during the periods shown. (6) Not annualized. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------------------------------------------- V.A. SOVEREIGN INVESTORS FUND ------------------------------------------------------------------------------------- PERIOD ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------------------------------------------- 1996(1) 1997 1998 1999 2000 ------------- ------------- ------------- ------------- ------------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $10.74 $13.59 $15.61 $15.96 ------------- ------------- ------------- ------------- ------------- Net Investment Income(2) 0.07 0.22 0.27 0.24 0.21 Net Realized and Unrealized Gain (Loss) on Investments 0.76 2.82 2.00 0.35 (0.27) ------------- ------------- ------------- ------------- ------------- Total from Investment Operations 0.83 3.04 2.27 0.59 (0.06) ------------- ------------- ------------- ------------- ------------- Less Distributions: Dividends from Net Investment Income (0.07) (0.18) (0.25) (0.24) (0.21) Distributions in Excess of Net Investment Income -- -- -- --(3) -- Distributions from Net Realized Gain on Investments Sold (0.02) (0.01) -- -- -- Tax Return of Capital -- -- -- --(3) -- ------------- ------------- ------------- ------------- ------------- Total Distributions (0.09) (0.19) (0.25) (0.24) (0.21) ------------- ------------- ------------- ------------- ------------- Net Asset Value, End of Period $10.74 $13.59 $15.61 $15.96 $15.69 ============= ============= ============= ============= ============= Total Investment Return(4) 8.30%(5,6) 28.43%(6) 16.88% 3.84% (0.33%) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $1,111 $12,187 $34,170 $50,254 $55,328 Ratio of Expenses to Average Net Assets 0.85%(7) 0.85% 0.74% 0.70% 0.72% Ratio of Adjusted Expenses to Average Net Assets(8) 3.78%(7) 1.16% -- -- -- Ratio of Net Investment Income to Average Net Assets 1.90%(7) 1.81% 1.88% 1.57% 1.37% Portfolio Turnover Rate 17% 11% 19% 26% 46% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total returns would have been lower had certain expenses not been reduced during the periods shown. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------------------------------------------- V.A. INTERNATIONAL FUND ------------------------------------------------------------------------------------- PERIOD ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------------------------------------------- 1996(1) 1997 1998 1999 2000 ------------- ------------- ------------- ------------- ------------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $11.23 $10.50 $12.18 $15.45 ------------- ------------- ------------- ------------- ------------- Net Investment Income(2) 0.07 0.05 0.07 0.07 0.03 Net Realized and Unrealized Gain (Loss) on Investments 1.20 (0.13) 1.69 3.75 (3.93) ------------- ------------- ------------- ------------- ------------- Total from Investment Operations 1.27 (0.08) 1.76 3.82 (3.90) ------------- ------------- ------------- ------------- ------------- Less Distributions: Dividends from Net Investment Income (0.04) (0.01) (0.07) (0.08) (0.17) Dividends in Excess of Net Investment Income -- -- (0.01) (0.02) -- Distributions from Net Realized Gain on Investments Sold -- (0.64) -- (0.45) (0.37) ------------- ------------- ------------- ------------- ------------- Total Distributions (0.04) (0.65) (0.08) (0.55) (0.54) ------------- ------------- ------------- ------------- ------------- Net Asset Value, End of Period $11.23 $10.50 $12.18 $15.45 $11.01 ============= ============= ============= ============= ============= Total Investment Return(3,4) 12.75%(5) (0.54%) 16.75% 31.55% (25.17%) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $2,267 $3,792 $7,201 $9,375 $7,330 Ratio of Expenses to Average Net Assets 1.15%(6) 1.15% 1.15% 1.15% 1.15% Ratio of Adjusted Expenses to Average Net Assets(7) 3.13%(6) 2.04% 3.13% 2.51% 3.24% Ratio of Net Investment Income to Average Net Assets 2.03%(6) 0.43% 0.59% 0.52% 0.19% Portfolio Turnover Rate 14% 273% 89% 116% 177% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) The total returns would have been lower had certain expenses not been reduced during the periods shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------------------------- V.A. FINANCIAL INDUSTRIES FUND ------------------------------------------------------------------- PERIOD ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------------------------- 1997(1) 1998 1999 2000 ------------- ------------- ------------- ------------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $13.44 $14.45 $14.46 ------------- ------------- ------------- ------------- Net Investment Income(2) 0.11 0.18 0.11 0.06 Net Realized and Unrealized Gain on Investments 3.39 0.97 0.06 3.87 ------------- ------------- ------------- ------------- Total from Investment Operations 3.50 1.15 0.17 3.93 ------------- ------------- ------------- ------------- Less Distributions: Dividends from Net Investment Income (0.05) (0.14) (0.10) (0.05) Distributions from Net Realized Gain on Investments Sold (0.01) --(3) (0.05) -- Tax Return of Capital -- -- (0.01) -- ------------- ------------- ------------- ------------- Total Distributions (0.06) (0.14) (0.16) (0.05) ------------- ------------- ------------- ------------- Net Asset Value, End of Period $13.44 $14.45 $14.46 $18.34 ============= ============= ============= ============= Total Investment Return(4) 35.05%(5,6) 8.55% 1.23% 27.16% Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $18,465 $54,569 $49,312 $71,367 Ratio of Expenses to Average Net Assets 1.05%(7) 0.92% 0.90% 0.90% Ratio of Adjusted Expenses to Average Net Assets(8) 1.39%(7) -- -- -- Ratio of Net Investment Income to Average Net Assets 1.32%(7) 1.25% 0.77% 0.36% Portfolio Turnover Rate 11% 38% 72% 41% (1) Commenced operations on April 30, 1997. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total return would have been lower had certain expenses not been reduced during the period shown. (7) Annualized. (8) Does not take into consideration expense reductions during the period shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------- V.A. REGIONAL BANK FUND ------------------------------------------------ PERIOD ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------- 1998(1) 1999 2000 - ----------------------------------------------------------------------------------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $9.28 $8.56 ------------- ------------- ------------- Net Investment Income(2) 0.09 0.12 0.16 Net Realized and Unrealized Gain (Loss) on Investments (0.74) (0.57) 1.34 ------------- ------------- ------------- Total from Investment Operations (0.65) (0.45) 1.50 ------------- ------------- ------------- Less Distributions: Dividends from Net Investment Income (0.07) (0.12) (0.17) Distributions from Net Realized Gain on Investments Sold --(3) (0.15) -- ------------- ------------- ------------- Total Distributions (0.07) (0.27) (0.17) ------------- ------------- ------------- Net Asset Value, End of Period $9.28 $8.56 $9.89 ============= ============= ============= Total Investment Return(4) (6.43%)(5,6) (4.86%) 17.91% Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $20,256 $20,295 $13,733 Ratio of Expenses to Average Net Assets 1.05%(7) 1.00% 1.01% Ratio of Adjusted Expenses to Average Net Assets(8) 1.14%(7) -- -- Ratio of Net Investment Income to Average Net Assets 1.39%(7) 1.30% 1.92% Portfolio Turnover Rate 28% 49% 32% (1) Commenced operations on May 1, 1998. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total return would have been lower had certain expenses not been reduced during the period shown. (7) Annualized. (8) Does not take into consideration expense reductions during the period shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - --------------------------------------------------- V.A. TECHNOLOGY FUND -------------------- PERIOD ENDED DECEMBER 31, 2000(1) -------------------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 ------------- Net Investment Income(2) 0.03 Net Realized and Unrealized Loss on Investments (2.69) ------------- Total from Investment Operations (2.66) ------------- Less Distributions: Dividends from Net Investment Income (0.01) ------------- Net Asset Value, End of Period $7.33 ============= Total Investment Return(3,4) (26.56%)(5) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $14,042 Ratio of Expenses to Average Net Assets 1.05%(6) Ratio of Adjusted Expenses to Average Net Assets(7) 1.99%(6) Ratio of Net Investment Income to Average Net Assets 0.62%(6) Portfolio Turnover Rate 75% (1) Commenced operations on May 1, 2000. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) The total return would have been lower had certain expenses not been reduced during the period shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the period shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------------------------------------------- V.A. BOND FUND ------------------------------------------------------------------------------------- PERIOD ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------------------------------------------- 1996(1) 1997 1998 1999 2000 ------------- ------------- ------------- ------------- ------------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $10.19 $10.36 $10.51 $9.81 ------------- ------------- ------------- ------------- ------------- Net Investment Income(2) 0.23 0.68 0.63 0.64 0.64 Net Realized and Unrealized Gain (Loss) on Investments 0.21 0.24 0.32 (0.70) 0.50 ------------- ------------- ------------- ------------- ------------- Total from Investment Operations 0.44 0.92 0.95 (0.06) 1.12 ------------- ------------- ------------- ------------- ------------- Less Distributions: Dividends from Net Investment Income (0.23) (0.68) (0.63) (0.64) (0.64) Distributions from Net Realized Gain on Investments Sold (0.02) (0.07) (0.17) -- -- ------------- ------------- ------------- ------------- ------------- Total Distributions (0.25) (0.75) (0.80) (0.64) (0.64) ------------- ------------- ------------- ------------- ------------- Net Asset Value, End of Period $10.19 $10.36 $10.51 $9.81 $10.29 ============= ============= ============= ============= ============= Total Investment Return(3,4) 4.42%(5) 9.30% 9.41% (0.51%) 11.89% Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $1,056 $3,682 $10,669 $12,531 $25,173 Ratio of Expenses to Average Net Assets 0.75%(6) 0.75% 0.75% 0.75% 0.75% Ratio of Adjusted Expenses to Average Net Assets(7) 4.15%(6) 2.53% 1.34% 1.01% 0.92% Ratio of Net Investment Income to Average Net Assets 6.69%(6) 6.57% 5.93% 6.39% 6.47% Portfolio Turnover Rate 45% 193% 367% 307% 298% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) The total returns would have been lower had certain expenses not been reduced during the periods shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------- V.A. HIGH YIELD BOND FUND ------------------------------------------------ PERIOD ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------- 1998(1) 1999 2000 - ----------------------------------------------------------------------------------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $8.22 $8.31 ------------- ------------- ------------- Net Investment Income(2) 0.90 0.88 0.94 Net Realized and Unrealized Gain (Loss) on Investments (1.82) 0.16 (1.40) ------------- ------------- ------------- Total from Investment Operations (0.92) 1.04 (0.46) ------------- ------------- ------------- Less Distributions: Dividends from Net Investment Income (0.84) (0.88) (0.94) Distributions from Net Realized Gain on Investments Sold -- (0.07) (0.23) Tax Return of Capital (0.02) -- -- ------------- ------------- ------------- Total Distributions (0.86) (0.95) (1.17) ------------- ------------- ------------- Net Asset Value, End of Period $8.22 $8.31 $6.68 ============= ============= ============= Total Investment Return(3,4) (9.80%)(5) 13.12% (6.08%) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $8,120 $9,287 $7,219 Ratio of Expenses to Average Net Assets 0.85%(6) 0.85% 0.85% Ratio of Adjusted Expenses to Average Net Assets(7) 1.15%(6) 1.03% 1.24% Ratio of Net Investment Income to Average Net Assets 9.85%(6) 10.56% 12.12% Portfolio Turnover Rate 102% 122% 56% (1) Commenced operations on January 6, 1998. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) The total returns would have been lower had certain expenses not been reduced during the periods shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------------------------------------------- V.A. MONEY MARKET FUND ------------------------------------------------------------------------------------- PERIOD ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------------------------------------------- 1996(1) 1997 1998 1999 2000 ------------- ------------- ------------- ------------- ------------- Per Share Operating Performance Net Asset Value, Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00 ------------- ------------- ------------- ------------- ------------- Net Investment Income(2) 0.02 0.05 0.05 0.05 0.06 ------------- ------------- ------------- ------------- ------------- Less Distributions: Dividends from Net Investment Income (0.02) (0.05) (0.05) (0.05) (0.06) ------------- ------------- ------------- ------------- ------------- Net Asset Value, End of Period $1.00 $1.00 $1.00 $1.00 $1.00 ============= ============= ============= ============= ============= Total Investment Return(3) 1.61%(4,5) 4.88%(5) 4.87% 4.58% 5.90% Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $207 $8,377 $16,519 $32,952 $73,917 Ratio of Expenses to Average Net Assets 0.75%(6) 0.75% 0.74% 0.66% 0.60% Ratio of Adjusted Expenses to Average Net Assets(7) 27.48%(6) 1.27% -- -- -- Ratio of Net Investment Income to Average Net Assets 4.68%(6) 4.86% 4.70% 4.55% 5.86% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) Not annualized. (5) The total returns would have been lower had certain expenses not been reduced during the periods shown. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------------------------------------------- V.A. STRATEGIC INCOME FUND ------------------------------------------------------------------------------------- PERIOD ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------------------------------------------- 1996(1) 1997 1998 1999 2000 ------------- ------------- ------------- ------------- ------------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $10.30 $10.47 $10.10 $9.77 ------------- ------------- ------------- ------------- ------------- Net Investment Income(2) 0.27 0.91 0.85 0.80 0.83 Net Realized and Unrealized Gain (Loss) on Investments 0.36 0.26 (0.35) (0.33) (0.71) ------------- ------------- ------------- ------------- ------------- Total from Investment Operations 0.63 1.17 0.50 0.47 0.12 ------------- ------------- ------------- ------------- ------------- Less Distributions: Dividends from Net Investment Income (0.27) (0.91) (0.85) (0.80) (0.83) Distributions from Net Realized Gain on Investments Sold (0.06) (0.09) (0.02) -- (0.09) ------------- ------------- ------------- ------------- ------------- Total Distributions (0.33) (1.00) (0.87) (0.80) (0.92) ------------- ------------- ------------- ------------- ------------- Net Asset Value, End of Period $10.30 $10.47 $10.10 $9.77 $8.97 ============= ============= ============= ============= ============= Total Investment Return(3) 6.45%(4,5) 11.77%(5) 4.92%(5) 4.82%(5) 1.40% Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $2,131 $5,540 $15,019 $22,282 $34,472 Ratio of Expenses to Average Net Assets 0.85%(6) 0.85% 0.85% 0.85% 0.76% Ratio of Adjusted Expenses to Average Net Assets(7) 2.28%(6) 1.37% 0.93% 0.87% -- Ratio of Net Investment Income to Average Net Assets 7.89%(6) 8.77% 8.19% 8.06% 8.91% Portfolio Turnover Rate 73% 110% 92% 53%(8) 53% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) Not annualized. (5) The total returns would have been lower had certain expenses not been reduced during the periods shown. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. (8) Portfolio turnover rate excludes merger activity. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Core Equity Fund Schedule of Investments December 31, 2000 - ------------------------------------------------------------------------------ The Schedule of Investments is a complete list of all securities owned by the V.A. Core Equity Fund on December 31, 2000. It is divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- ------------ ------------ COMMON STOCKS Advertising (1.86%) Interpublic Group of Cos., Inc. (The) 8,400 $357,525 Omnicom Group, Inc. 4,800 397,800 ------------ 755,325 ------------ Aerospace (1.93%) General Dynamics Corp. 3,700 288,600 United Technologies Corp. 6,300 495,338 ------------ 783,938 ------------ Automobile/Trucks (1.01%) Ford Motor Co. 12,800 300,000 Lear Corp.* 4,400 109,175 ------------ 409,175 ------------ Banks - United States (6.08%) Bank of America Corp. 10,000 458,750 Bank of New York Co., Inc. (The) 9,600 529,800 Comerica, Inc. 3,900 231,563 Firstar Corp. 8,500 197,625 FleetBoston Financial Corp. 15,800 593,488 J.P. Morgan Chase & Co. 1,800 297,900 Mellon Financial Corp. 3,300 162,319 ------------ 2,471,445 ------------ Beverages (0.56%) Anheuser-Busch Cos., Inc. 5,000 227,500 ------------ Broker Services (0.47%) Merrill Lynch & Co., Inc. 2,800 190,925 ------------ Building (0.61%) Black & Decker Corp. (The) 6,300 247,275 ------------ Chemicals (1.14%) Air Products & Chemicals, Inc. 5,200 213,200 Dow Chemical Co. 6,900 252,713 ------------ 465,913 ------------ Computers (13.95%) Adobe Systems, Inc. 1,700 98,919 America Online, Inc.* 10,600 368,880 Cisco Systems, Inc.* 27,600 1,055,700 Compaq Computer Corp. 5,700 85,785 EMC Corp.* 8,900 591,850 First Data Corp. 13,500 711,281 Hewlett-Packard Co. 6,600 208,312 International Business Machines Corp. 5,400 459,000 Microsoft Corp.* 17,900 776,413 Network Appliance, Inc.* 1,200 77,025 Oracle Corp.* 17,700 514,406 Siebel Systems, Inc.* 1,800 121,725 Sun Microsystems, Inc.* 11,400 317,775 VERITAS Software Corp.* 2,500 218,750 Yahoo! Inc.* 2,200 66,378 ------------ 5,672,199 ------------ Diversified Operations (3.02%) Honeywell International, Inc. 2,800 132,475 Illinois Tool Works, Inc. 3,100 184,644 Minnesota Mining & Manufacturing Co. 3,200 385,600 Tyco International Ltd. 9,500 527,250 ------------ 1,229,969 ------------ Electronics (9.31%) Altera Corp.* 3,000 78,937 Analog Devices, Inc.* 2,000 102,375 Applied Materials, Inc.* 3,100 118,381 General Electric Co. 39,300 1,883,944 Intel Corp. 23,600 709,475 Linear Technology Corp. 1,500 69,375 Maxim Integrated Products, Inc.* 2,200 105,187 Motorola, Inc. 7,600 153,900 Parker-Hannifin Corp. 3,700 163,262 Texas Instruments, Inc. 6,600 312,675 Xilinx, Inc.* 1,900 87,637 ------------ 3,785,148 ------------ Fiber Optics (0.25%) JDS Uniphase Corp.* 2,400 100,050 ------------ Finance (4.40%) Citigroup, Inc. 35,033 1,788,873 ------------ Insurance (4.28%) American International Group, Inc. 3,100 305,544 Hartford Financial Services Group, Inc. (The) 5,400 381,375 Lincoln National Corp. 5,200 246,025 Marsh & McLennan Cos., Inc. 1,300 152,100 St. Paul Cos., Inc. (The) 5,600 304,150 Torchmark Corp. 4,200 161,437 XL Capital Ltd. (Class A) 2,200 192,225 ------------ 1,742,856 ------------ Leisure (0.48%) Disney (Walt) Co. (The) 6,700 193,881 ------------ Machinery (0.56%) Ingersoll-Rand Co. 5,400 226,125 ------------ Media (3.15%) AT&T Corp. - Liberty Media Group* 12,900 174,956 Clear Channel Communications, Inc.* 4,700 227,656 Infinity Broadcasting Corp. (Class A)* 4,900 136,894 Time Warner, Inc. 3,000 156,720 Viacom, Inc. (Class B)* 12,507 584,702 ------------ 1,280,928 ------------ Medical (18.01%) Abbott Laboratories 7,900 382,656 Allergan, Inc. 3,200 309,800 ALZA Corp.* 5,400 229,500 American Home Products Corp. 5,700 362,235 Baxter International, Inc. 5,900 521,044 Bristol-Myers Squibb Co. 12,900 953,794 Johnson & Johnson 8,800 924,550 Lilly (Eli) & Co. 1,300 120,981 Merck & Co., Inc. 14,100 1,320,113 Pfizer, Inc. 32,100 1,476,600 Pharmacia Corp. 4,700 286,700 Schering-Plough Corp. 4,800 272,400 St. Jude Medical, Inc. * 2,700 165,881 ------------ 7,326,254 ------------ Mortgage Banking (1.68%) Fannie Mae 7,900 685,325 ------------ Office (0.46%) Avery Dennison Corp. 3,400 186,575 ------------ Oil & Gas (7.40%) Apache Corp. 3,300 231,206 Chevron Corp. 2,900 244,869 El Paso Energy Corp. 6,300 451,238 Exxon Mobil Corp. 14,112 1,226,862 Kerr-McGee Corp. 2,400 160,650 Royal Dutch Petroleum Co., American Depositary Receipt (Netherlands) 8,900 539,006 USX - Marathon Group 5,600 155,400 ------------ 3,009,231 ------------ Paper & Paper Products (0.62%) Kimberly-Clark Corp. 3,600 254,484 ------------ Retail (6.45%) CVS Corp. 3,800 227,762 Home Depot, Inc. (The) 8,100 370,069 Intimate Brands, Inc. 4,500 67,500 Kohl's Corp.* 7,800 475,800 Limited, Inc. (The) 7,100 121,144 Lowe's Cos., Inc. 6,200 275,900 RadioShack Corp. 3,500 149,844 TJX Cos., Inc. 8,800 244,200 Wal-Mart Stores, Inc. 13,000 690,625 ------------ 2,622,844 ------------ Soap & Cleaning Preparations (0.38%) Procter & Gamble Co. (The) 2,000 156,875 ------------ Telecommunications (4.37%) Comverse Technology, Inc.* 1,500 162,937 Corning, Inc. 4,200 221,812 Nortel Networks Corp. (Canada) 12,200 391,163 Qwest Communications International, Inc.* 9,100 373,100 Sprint Corp. 7,900 160,469 Sprint PCS* 3,500 71,531 Verizon Communications, Inc. 7,900 395,988 ------------ 1,777,000 ------------ Tobacco (0.72%) Philip Morris Cos., Inc. 6,700 294,800 ------------ Utilities (5.09%) BellSouth Corp. 4,300 176,031 Dominion Resources, Inc. 5,500 368,500 Duke Energy Corp. 6,900 588,225 Exelon Corp. 4,900 344,029 SBC Communications, Inc. 12,400 592,100 ------------ 2,068,885 ------------ TOTAL COMMON STOCKS (Cost $36,110,454) (98.24%) 39,953,798 ------------ INTEREST PAR VALUE RATE (000s OMITTED) -------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (1.79%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 12-29-00, due 01-02-01 (Secured by U.S. Treasury Bonds, 6.750% thru 8.875%, due 08-15-17 thru 08-15-26) - Note B 5.95% $730 730,000 ------------ Corporate Savings Account (0.00%) Investors Bank & Trust Company Daily Interest Savings Account Current Rate 5.20% 735 ------------ TOTAL SHORT-TERM INVESTMENTS (1.79%) 730,735 --------- ------------ TOTAL INVESTMENTS (100.03%) 40,684,533 --------- ------------ OTHER ASSETS AND LIABILITIES, NET (0.03%) (11,983) --------- ------------ TOTAL NET ASSETS (100.00%) $40,672,550 ========= ============ * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. 500 Index Fund Schedule of Investments December 31, 2000 - ------------------------------------------------------------------------------ The Schedule of Investments is a complete list of all securities owned by the V.A. 500 Index Fund on December 31, 2000. It is divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- ------------ ------------ COMMON STOCKS Advertising (0.23%) Interpublic Group of Companies, Inc. (The) 629 $26,772 Omnicom Group, Inc. 362 30,001 ------------ 56,773 ------------ Aerospace (1.19%) Boeing Co. (The) 1,817 119,922 General Dynamics Corp. 407 31,746 Goodrich (B.F.) Co. (The) 208 7,566 Lockheed Martin Corp. 881 29,910 Northrop Grumman Corp. 147 12,201 Raytheon Co. (Class B) 695 21,588 United Technologies Corp. 958 75,323 ------------ 298,256 ------------ Automobile/Trucks (0.77%) Cummins Engine Co., Inc. 85 3,225 Dana Corp. 302 4,624 Delphi Automotive Systems Corp. 1,145 12,881 Eaton Corp. 143 10,752 Ford Motor Co. 3,833 89,836 General Motors Corp. 1,155 58,833 PACCAR, Inc. 156 7,683 Ryder System, Inc. 122 2,028 Visteon Corp. 268 3,082 ------------ 192,944 ------------ Banks - United States (5.60%) AmSouth Bancorp. 768 11,712 Bank of America Corp. 3,329 152,718 Bank of New York Co., Inc. 1,514 83,554 Bank One Corp. 2,366 86,655 BB&T Corp. 811 30,260 Chase Manhattan Corp. 2,680 121,772 Comerica, Inc. 321 19,059 Fifth Third Bancorp 945 56,464 First Union Corp. 2,003 55,708 Firstar Corp. 1,943 45,175 FleetBoston Financial Corp. 1,851 69,528 Huntington Bancshares, Inc. 513 8,304 KeyCorp. 871 24,388 Mellon Financial Corp. 998 49,089 Morgan (J.P.) & Co., Inc. 327 54,118 National City Corp. 1,244 35,765 Northern Trust Corp. 454 37,029 Old Kent Financial Corp. 283 12,381 PNC Bank Corp. 591 43,180 Regions Financial Corp. 453 12,373 SouthTrust Corp. 344 13,997 State Street Corp. 330 40,989 Summit Bancorp. 357 13,633 SunTrust Banks, Inc. 606 38,178 Synovus Financial Corp. 581 15,651 U.S. Bancorp 1,540 44,949 Union Planters Corp. 276 9,867 Wachovia Corp. 416 24,180 Wells Fargo Co. 3,496 194,684 ------------ 1,405,360 ------------ Beverages (2.28%) Anheuser-Busch Cos., Inc. 1,845 83,947 Brown-Forman Corp. 140 9,310 Coca-Cola Co. (The) 5,072 309,075 Coca-Cola Enterprises, Inc. 855 16,245 Coors (Adolph) Co. (Class B) 75 6,023 PepsiCo, Inc. 2,952 146,309 ------------ 570,909 ------------ Broker Services (1.67%) Bear Stearns Cos., Inc. 218 11,050 Lehman Brothers Holdings, Inc. 488 33,001 Merrill Lynch & Co., Inc. 1,657 112,987 Morgan Stanley Dean Witter & Co. 2,292 181,641 Schwab (Charles) Corp. 2,830 80,301 ------------ 418,980 ------------ Building (0.57%) Black & Decker Corp. 166 6,515 Centex Corp. 121 4,545 Danaher Corp. 290 19,829 Fluor Corp. 155 5,125 Georgia-Pacific Corp. 460 14,317 Kaufman & Broad Home Corp. 88 2,964 Louisiana-Pacific Corp. 213 2,157 Masco Corp. 913 23,453 Pulte Corp. 83 3,502 Sherwin-Williams Co. 328 8,631 Snap-on, Inc. 119 3,317 Stanley Works (The) 176 5,489 Vulcan Materials Co. 207 9,910 Weyerhauser Co. 448 22,736 Willamette Industries, Inc. 223 10,467 ------------ 142,957 ------------ Business Services - Misc. (0.40%) Block, H & R, Inc. 187 7,737 Cendant Corp. * 1,491 14,351 Convergys Corp.* 315 14,273 Equifax, Inc. 290 8,319 Moody's Corp. 332 8,528 Paychex, Inc. 761 37,004 Robert Half International, Inc. 363 9,620 ------------ 99,832 ------------ Chemicals (0.65%) Air Products & Chemicals, Inc. 469 19,229 Dow Chemical Co. 1,388 50,835 Eastman Chemical Co. 157 7,654 Engelhard Corp. 261 5,318 FMC Corp. * 62 4,445 Great Lakes Chemical Corp. 103 3,830 Hercules, Inc. 220 4,194 PPG Industries, Inc. 345 15,978 Praxair, Inc. 324 14,378 Rohm & Haas Co. 449 16,304 Sigma-Aldrich Corp. 158 6,211 Union Carbide Corp. 276 14,852 ------------ 163,228 ------------ Computers (12.22%) Adaptec, Inc.* 202 2,070 Adobe Systems, Inc. 492 28,628 Apple Computer, Inc. * 665 9,892 Autodesk, Inc. 118 3,179 Automatic Data Processing, Inc. 1,291 81,736 BMC Software, Inc.* 502 7,028 Cabletron Systems, Inc.* 377 5,679 Ceridian Corp.* 298 5,941 Cisco Systems, Inc.* 14,719 563,002 Citrix Systems, Inc.* 379 8,527 Compaq Computer Corp. 3,477 52,329 Computer Associates International, Inc. 1,187 23,146 Computer Sciences Corp.* 344 20,683 Compuware Corp.* 747 4,669 Dell Computer Corp.* 5,291 92,262 Electronic Data Systems Corp. 956 55,209 EMC Corp.* 4,475 297,587 First Data Corp. 808 42,571 Gateway 2000, Inc.* 661 11,891 Hewlett-Packard Co. 4,044 127,639 IMS Health, Inc. 601 16,227 International Business Machines Corp. 3,588 304,980 Intuit, Inc.* 422 16,643 Lexmark International Group, Inc. (Class A)* 260 11,521 Mercury Interactive Corp.* 165 14,891 Microsoft Corp.* 10,905 473,004 NCR Corp.* 197 9,678 Network Appliance, Inc.* 646 41,495 Novell, Inc.* 671 3,502 Oracle Corp.* 11,448 332,708 Palm, Inc.* 1,157 32,758 Parametric Technology Corp.* 557 7,485 PeopleSoft, Inc.* 584 21,718 Sabre Holdings Corp.* 264 11,385 Sapient Corp.* 248 2,961 Siebel Systems, Inc.* 878 59,375 Sun Microsystems, Inc.* 6,585 183,557 Unisys Corp.* 640 9,360 VERITAS Software Corp.* 798 69,825 ------------ 3,066,741 ------------ Consumer Products - Misc. (0.00%) American Greetings Corp. (Class A) 130 1,227 ------------ Containers (0.06%) Ball Corp. 58 2,672 Bemis Co., Inc. 109 3,658 Pactiv Corp.* 323 3,997 Sealed Air Corp. * 171 5,216 ------------ 15,543 ------------ Cosmetics & Personal Care (0.44%) Alberto Culver Co. (Class B) 114 4,881 Avon Products, Inc. 487 23,315 Gillette Co. 2,154 77,813 International Flavors & Fragrances, Inc. 200 4,062 ------------ 110,071 ------------ Diversified Operations (2.34%) Crane Co. 123 3,498 Du Pont (E.I.) De Nemours & Co. 2,133 103,051 Fortune Brands, Inc. 316 9,480 Honeywell International, Inc. 1,631 77,167 Illinois Tool Works, Inc. 618 36,810 ITT Industries, Inc. 180 6,975 Johnson Controls, Inc. 176 9,152 Loews Corp. 202 20,920 Minnesota Mining & Manufacturing Co. 807 97,243 National Service Industries, Inc. 84 2,158 Textron, Inc. 291 13,532 TRW, Inc. 254 9,843 Tyco International Ltd. 3,577 198,524 ------------ 588,353 ------------ Electronics (9.21%) Advanced Micro Devices, Inc.* 641 8,854 Agilent Technologies, Inc.* 926 50,698 Altera Corp.* 811 21,339 American Power Conversion Corp.* 398 4,925 Analog Devices, Inc.* 731 37,418 Applied Materials, Inc.* 1,659 63,353 Broadcom Corp. (Class A)* 481 40,644 Conexant Systems, Inc.* 466 7,165 Emerson Electric Co. 874 68,882 General Electric Co. 20,265 971,453 Grainger (W.W.), Inc. 192 7,008 Intel Corp. 13,764 416,361 KLA-Tencor Corp.* 380 12,801 Linear Technology Corp. 648 29,970 LSI Logic Corp.* 653 11,160 Maxim Integrated Products, Inc.* 581 27,779 Micron Technology, Inc. 1,160 41,180 Molex Inc. 400 14,200 Motorola, Inc. 4,467 90,457 National Semiconductor Corp.* 365 7,346 Novellus Systems, Inc.* 269 9,667 Parker- Hannifin Corp. 238 10,502 PerkinElmer, Inc. 102 10,710 Power-One, Inc.* 161 6,329 QLogic Corp.* 187 14,399 Rockwell International Corp. 375 17,859 Sanmina Corp.* 310 23,754 Solectron Corp.* 1,302 44,138 Tektronix, Inc. 193 6,502 Teradyne, Inc.* 357 13,298 Texas Instruments, Inc. 3,538 167,613 Thomas & Betts Corp. 119 1,926 Vitesse Semiconductor Corp.* 367 20,300 Xilinx, Inc.* 674 31,088 ------------ 2,311,078 ------------ Fiber Optics (0.72%) Corning, Inc. 1,881 99,340 JDS Uniphase Corp.* 1,966 81,958 ------------ 181,298 ------------ Finance (4.09%) American Express Co. 2,720 149,430 Capital One Financial Corp. 403 26,522 Charter One Financial, Inc. 425 12,272 CIT Group, Inc. (The) (Class A) 536 10,787 Citigroup, Inc. 10,281 524,974 Franklin Resources, Inc. 498 18,974 Golden West Financial Corp. 324 21,870 Household International, Inc. 963 52,965 MBNA Corp. 1,742 64,345 Price (T. Rowe) Associates, Inc. 248 10,482 Providian Financial Corp. 585 33,638 Stilwell Financial, Inc. 455 17,944 USA Education, Inc. 336 22,848 Washington Mutual, Inc. 1,103 58,528 ------------ 1,025,579 ------------ Food (1.42%) Archer-Daniels-Midland Co. 1,295 19,425 Campbell Soup Co. 861 29,812 ConAgra, Inc. 1,091 28,366 General Mills, Inc. 578 25,757 Heinz (H.J.) Co. 709 33,633 Hershey Foods Corp. 278 17,896 Kellogg Co. 830 21,787 Quaker Oats Co. 268 26,097 Ralston Purina Group 628 16,407 Sara Lee Corp. 1,705 41,879 Unilever NV, American Depositary Receipts (ADR) (Netherlands) 1,169 73,574 Wrigley (WM) Jr. Co. 231 22,133 ------------ 356,766 ------------ Furniture (0.03%) Leggett & Platt, Inc. 401 7,594 ------------ Household (0.11%) Maytag Corp. 157 5,073 Newell Rubbermaid, Inc. 545 12,399 Tupperware Corp. 118 2,412 Whirlpool Corp. 136 6,486 ------------ 26,370 ------------ Instruments - Scientific (0.23%) Applera Corp. - Applied Biosystems Group 430 40,447 Millipore Corp. 95 5,985 Thermo Electron Corp.* 368 10,948 ------------ 57,380 ------------ Insurance (4.15%) Aetna, Inc. 289 11,867 AFLAC, Inc. 542 39,126 Allstate Corp. (The) 1,496 65,169 Ambac Financial Group, Inc. 215 12,537 American General Corp. 514 41,891 American International Group, Inc. 4,761 469,256 Aon Corp. 524 17,947 Chubb Corp. (The) 358 30,967 CIGNA Corp. 314 41,542 Cincinnati Financial Corp. 329 13,016 Conseco, Inc. 665 8,770 Hartford Financial Services Group, Inc. (The) 461 32,558 Jefferson Pilot Corp. 211 15,772 Lincoln National Corp. 392 18,546 Marsh & McLennan Cos., Inc. 563 65,871 MBIA, Inc. 201 14,899 MetLife, Inc. 1,564 54,740 MGIC Investment Corp. 218 14,701 Progressive Corp. 150 15,544 SAFECO Corp. 261 8,580 St. Paul Cos., Inc. (The) 445 24,169 Torchmark Corp. 258 9,917 UnumProvident Corp. 493 13,249 ------------ 1,040,634 ------------ Internet Services (0.83%) America Online, Inc.* 4,777 166,240 BroadVision, Inc.* 550 6,497 Yahoo! Inc.* 1,142 34,456 ------------ 207,193 ------------ Leisure (1.10%) Brunswick Corp. 179 2,942 Carnival Corp. (Class A) 1,195 36,821 Disney (Walt) Co., (The) 4,263 123,361 Eastman Kodak Co. 614 24,176 Harley-Davidson, Inc. 620 24,645 Harrah's Entertainment, Inc. * 239 6,304 Hasbro, Inc. 352 3,740 Hilton Hotels Corp. 753 7,906 Marriott International, Inc. (Class A) 491 20,745 Mattel, Inc. 873 12,606 Starwood Hotels & Resorts Worldwide, Inc. 395 13,924 ------------ 277,170 ------------ Machinery (0.38%) Briggs & Stratton Corp. 44 1,952 Caterpiller Tractor, Inc. 703 33,261 Cooper Industries, Inc. 191 8,774 Deere & Co. 480 21,990 Dover Corp. 415 16,833 Ingersoll-Rand Co. 328 13,735 ------------ 96,545 ------------ Media (2.19%) Clear Channel Communications, Inc.* 1,196 57,931 Comcast Corp. 1,846 77,070 Dow Jones & Co., Inc. 179 10,136 Gannett Co., Inc. 539 33,991 Harcourt General, Inc. 150 8,580 Knight-Ridder, Inc. 150 8,531 McGraw-Hill Cos., Inc. (The) 400 23,450 Meredith Corp. 102 3,283 New York Times Co. (Class A) 333 13,341 Time Warner, Inc. 2,715 141,832 Tribune Co. 618 26,111 Viacom, Inc. (Class B)* 3,094 144,645 ------------ 548,901 ------------ Medical (13.36%) Abbott Laboratories 3,163 153,208 Allergan, Inc. 269 26,043 ALZA Corp.* 484 20,570 American Home Products Corp. 2,680 170,314 Amgen, Inc.* 2,113 135,100 Bard (C.R.), Inc. 104 4,842 Bausch & Lomb, Inc. 109 4,408 Baxter International, Inc. 602 53,164 Becton, Dickinson & Co. 518 17,936 Biogen, Inc.* 303 18,199 Biomet, Inc. 365 14,486 Boston Scientific Corp.* 829 11,347 Bristol-Myers Squibb Co. 3,999 295,676 Cardinal Health, Inc. 571 56,886 Chiron Corp. * 392 17,444 Forest Laboratories, Inc.* 179 23,785 Guidant Corp. 629 33,927 HCA-The Healthcare Co. 1,130 49,731 HEALTHSOUTH Corp.* 790 12,887 Humana, Inc.* 346 5,276 Johnson & Johnson 2,843 298,693 King Pharmaceuticals, Inc.* 345 17,832 Lilly (Eli) & Co. 2,305 214,509 Manor Care, Inc.* 210 4,331 McKesson HBOC, Inc. 581 20,852 MedImmune, Inc.* 431 20,553 Medtronic, Inc. 2,457 148,341 Merck & Co., Inc. 4,716 441,535 Pall Corp. 252 5,371 Pfizer Inc. 12,903 593,538 Pharmacia Corp. 2,638 160,918 Quintiles Transnational Corp.* 236 4,941 Schering-Plough Corp. 2,990 169,683 St. Jude Medical, Inc. * 174 10,690 Stryker Corp. 400 20,236 Tenet Healthcare Corp.* 648 28,796 UnitedHealth Group, Inc. 652 40,017 Watson Pharmaceutical, Inc.* 210 10,749 Wellpoint Health Networks, Inc.* 128 14,752 ------------ 3,351,566 ------------ Metal (0.52%) Alcan Aluminium Ltd. (Canada) 661 22,598 Alcoa Inc. 1,769 59,261 Barrick Gold Corp. (Canada) 810 13,268 Freeport-McMoran Copper & Gold, Inc. (Class B)* 304 2,603 Homestake Mining Co. 538 2,253 Inco, Ltd. (Canada) 372 6,235 Newmont Mining Corp. 344 5,869 Phelps Dodge Corp. 161 8,986 Placer Dome, Inc. (Canada) 670 6,449 Timken Co. (The) 123 1,860 Worthington Industries, Inc. 175 1,411 ------------ 130,793 ------------ Mortgage Banking (1.15%) Countrywide Credit Industries, Inc. 234 11,758 Fannie Mae 2,060 178,705 Freddie Mac 1,422 97,940 ------------ 288,403 ------------ Office (0.16%) Avery Dennison Corp. 226 12,402 Deluxe Corp. 148 3,740 Pitney Bowes, Inc. 516 17,093 Xerox Corp. 1,365 6,313 ------------ 39,548 ------------ Oil & Gas (6.92%) Amerada Hess Corp. 181 13,224 Anadarko Petroleum Corp. 509 36,180 Apache Corp. 253 17,726 Ashland, Inc. 143 5,132 Baker Hughes, Inc. 679 28,221 Burlington Resources, Inc. 440 22,220 Chevron Corp. 1,313 110,866 Coastal Corp. (The) 440 38,857 Conoco, Inc. (Class B) 1,275 36,895 Devon Energy Corp. 262 15,974 El Paso Energy Corp. 475 34,022 Enron Corp. 1,527 126,932 EOG Resources, Inc. 239 13,070 Exxon Mobil Corp. 7,109 618,039 Halliburton Co. 905 32,806 Kerr-McGee Corp. 193 12,919 McDermott International, Inc. 124 1,333 Nabors Industries, Inc.* 301 17,804 Occidental Petroleum Corp. 755 18,309 Phillips Petroleum Co. 522 29,689 Rowan Cos., Inc.* 193 5,211 Royal Dutch Petroleum Co. (ADR) (Netherlands) 4,385 265,567 Schlumberger Ltd. 1,171 93,607 Sunoco, Inc. 174 5,862 Texaco, Inc. 1,125 69,891 Tosco Corp. 296 10,046 Transocean Sedco Forex, Inc. 431 19,826 Unocal Corp. 497 19,228 USX - Marathon Group 635 17,621 ------------ 1,737,077 ------------ Paper & Paper Products (0.56%) Boise Cascade Corp. 117 3,934 International Paper Co. 984 40,159 Kimberly-Clark Corp. 1,092 77,193 Mead Corp. (The) 206 6,463 Potlatch Corp. 58 1,947 Temple-Inland, Inc. 101 5,416 Westvaco Corp. 206 6,013 ------------ 141,125 ------------ Pollution Control (0.16%) Allied Waste Industries, Inc.* 402 5,854 Waste Management, Inc. 1,271 35,270 ------------ 41,124 ------------ Printing - Commercial (0.03%) Donnelley (R.R.) & Sons 250 6,750 ------------ Retail (6.32%) Albertson's, Inc. 861 22,816 AutoZone, Inc.* 261 7,438 Bed Bath & Beyond, Inc.* 579 12,955 Best Buy Co., Inc.* 425 12,564 Circuit City Stores-Circuit City Group 420 4,830 Consolidated Stores Corp.* 228 2,422 Costco Wholesale Corp. 915 36,543 CVS Corp. 801 48,010 Darden Restaurants, Inc. 244 5,581 Dillards, Inc. 188 2,221 Dollar General Corp. 674 12,722 Federated Department Stores, Inc. * 413 14,455 Gap, Inc. (The) 1,738 44,319 Genuine Parts Co. 354 9,270 Home Depot, Inc. (The) 4,736 216,376 Kmart Corp.* 989 5,254 Kohl's Corp.* 678 41,358 Kroger Co.* 1,683 45,546 Limited, Inc. (The) 870 14,844 Longs Drug Stores Corp. 76 1,833 Lowe's Cos., Inc. 783 34,843 May Department Stores 609 19,945 McDonald's Corp. 2,682 91,188 Nordstrom, Inc. 264 4,802 Office Depot, Inc.* 609 4,339 Penney (J. C.) Co., Inc. 536 5,829 RadioShack Corp. 380 16,269 Reebok International Ltd. * 117 3,199 Safeway, Inc.* 1,025 64,063 Sears, Roebuck & Co. 683 23,734 Staples, Inc.* 929 10,974 Starbucks Corp.* 383 16,948 SUPERVALU, Inc. 271 3,760 SYSCO Corp. 1,367 41,010 Target Corp. 1,832 59,082 Tiffany & Co. 298 9,424 TJX Cos., Inc. 575 15,956 Toys "R" Us, Inc.* 417 6,959 Tricon Global Restaurants, Inc. * 299 9,867 Walgreen Co. 2,072 86,636 Wal-Mart Stores, Inc. 9,135 485,297 Wendy's International, Inc. 233 6,116 Winn-Dixie Stores, Inc. 285 5,522 ------------ 1,587,119 ------------ Rubber - Tires & Misc. (0.04%) Cooper Tire & Rubber Co. 148 1,572 Goodyear Tire & Rubber Co. (The) 322 7,403 ------------ 8,975 ------------ Shoes & Related Apparel (0.12%) Nike, Inc. (Class B) 552 30,809 ------------ Soap & Cleaning Preparations (1.25%) Clorox Co. 482 17,111 Colgate-Palmolive Co. 1,170 75,523 Ecolab, Inc. 260 11,229 Proctor & Gamble Co. (The) 2,666 209,114 ------------ 312,977 ------------ Steel (0.05%) Allegheny Technologies, Inc. 164 2,603 Nucor Corp. 159 6,310 USX-U.S. Steel Group, Inc. 182 3,276 ------------ 12,189 ------------ Telecommunications (7.46%) ADC Telecommunications, Inc.* 1,579 28,619 ALLTEL Corp. 639 39,898 Andrew Corp.* 166 3,610 AT&T Corp. 7,676 132,891 Avaya, Inc.* 569 5,868 BellSouth Corp. 3,821 156,422 CenturyTel, Inc. 288 10,296 Comverse Technology, Inc.* 337 36,607 Global Crossing Ltd.* (Bermuda) 1,811 25,920 Lucent Technologies, Inc. 6,830 92,205 Nextel Communications, Inc. (Class A)* 1,558 38,560 Nortel Networks Corp. (Canada) 6,335 203,116 QUALCOMM, Inc.* 1,529 125,665 Qwest Communications International, Inc.* 3,387 138,867 SBC Communications, Inc. 6,923 330,573 Scientific-Atlanta, Inc. 330 10,746 Sprint Corp. 1,809 36,745 Sprint PCS* 1,907 38,974 Symbol Technologies, Inc. 299 10,764 Tellabs, Inc.* 840 47,460 Verizon Communications, Inc. 5,520 276,690 WorldCom, Inc.* 5,888 82,432 ------------ 1,872,928 ------------ Textile (0.05%) Liz Claiborne, Inc. 106 4,412 VF Corp. 233 8,444 ------------ 12,856 ------------ Tobacco (0.83%) Philip Morris Cos., Inc. 4,547 200,068 UST, Inc. 333 9,345 ------------ 209,413 ------------ Transport (0.64%) AMR Corp.* 308 12,070 Burlington Northern Santa Fe Corp. 807 22,848 CSX Corp. 444 11,516 Delta Air Lines, Inc. 251 12,597 FedEx Corp.* 583 23,297 Navistar International Corp. * 121 3,169 Norfolk Southern Corp. 785 10,450 Southwest Airlines Co. 1,026 34,402 Union Pacific Corp. 507 25,730 US Airways Group, Inc.* 137 5,557 ------------ 161,636 ------------ Utilities (2.98%) AES Corp. (The)* 938 51,942 Allegheny Energy, Inc. 226 10,890 Ameren Corp. 281 13,014 American Electric Power Co., Inc. 659 30,643 Calpine Corp.* 576 25,956 Cinergy Corp. 325 11,416 CMS Energy Corp. 247 7,827 Consolidated Edison, Inc. 434 16,709 Constellation Energy Group, Inc. 308 13,879 Dominion Resources, Inc. 489 32,763 DTE Energy Co. 292 11,370 Duke Energy Corp. 754 64,278 Dynegy, Inc. (Class A) 661 37,057 Edison International 666 10,406 Entergy Corp. 456 19,294 Exelon Corp. 651 45,707 FirstEnergy Corp. * 461 14,550 FPL Group, Inc. 362 25,973 GPU, Inc. 248 9,129 KeySpan Corp. 275 11,653 Kinder Morgan, Inc. 234 12,212 Massey Energy Co. 155 1,976 Niagara Mohawk Holdings, Inc.* 328 5,474 NICOR, Inc. 93 4,016 NiSource, Inc. 417 12,823 ONEOK, Inc. 60 2,888 Peoples Energy Corp. 72 3,222 PG&E Corp. 792 15,840 Pinnacle West Capital Corp. 173 8,239 PPL Corp. 296 13,376 Progress Energy, Inc. 420 20,659 Public Service Enterprise Group, Inc. 438 21,298 Reliant Energy, Inc. 603 26,117 Sempra Energy 418 9,719 Southern Co. 1,382 45,952 TXU Corp. 528 23,397 Williams Cos., Inc. (The) 900 35,944 Xcel Energy, Inc. 697 20,257 ------------ 747,865 ------------ TOTAL COMMON STOCKS (Cost $16,676,006) (95.48%) 23,960,835 --------- ------------ INTEREST PAR VALUE RATE (000s OMITTED) -------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (4.47%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 12-29-00, due 01-02-01(Secured by U.S. Treasury Bonds 10.750% and 13.875% due 02-15-03 and 05-15-11) - Note B 5.95% $1,121 $1,121,000 --------- ------------ TOTAL SHORT-TERM INVESTMENTS (4.47%) 1,121,000 --------- ------------ TOTAL INVESTMENTS (99.95%) 25,081,835 --------- ------------ OTHER ASSETS AND LIABILITIES, NET (0.05%) 12,188 --------- ------------ TOTAL NET ASSETS (100.00%) $25,094,023 ========= ============ * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Large Cap Growth Fund Schedule of Investments December 31, 2000 - ------------------------------------------------------------------------------ The Schedule of Investments is a complete list of all securities owned by the V.A. Large Cap Growth Fund on December 31, 2000. It's divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry groups. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- ------------ ------------ Banks - United States (2.94%) State Street Corp. 1,520 $188,799 Wells Fargo & Co. 3,115 173,467 ------------ 362,266 ------------ Broker Services (0.61%) Schwab (Charles) Corp. (The) 2,649 75,165 ------------ Business Services - Misc. (0.53%) Paychex, Inc. 1,350 65,644 ------------ Computers (22.85%) Adobe Systems, Inc. 1,900 110,556 BEA Systems, Inc.* 2,550 171,647 Brocade Communications Systems, Inc.* 1,300 119,356 Cisco Systems, Inc.* 13,100 501,075 Compaq Computer Corp. 7,720 116,186 EMC Corp.* 6,536 434,644 Juniper Networks, Inc.* 1,150 144,972 Oracle Corp.* 15,200 441,750 Palm, Inc.* 3,050 86,353 Redback Networks, Inc.* 1,000 41,000 Sun Microsystems, Inc.* 11,050 308,019 VeriSign, Inc.* 1,200 89,025 VERITAS Software Corp.* 2,050 179,375 Yahoo! Inc.* 2,250 67,887 ------------ 2,811,845 ------------ Diversified Operations (8.33%) General Electric Co. 12,170 583,399 Tyco International Ltd. 7,942 440,781 ------------ 1,024,180 ------------ Electronics (4.87%) Altera Corp.* 3,800 99,988 Analog Devices, Inc.* 1,807 92,496 Broadcom Corp. (Class A)* 1,600 134,400 Flextronics International Ltd. (Singapore)* 3,700 105,450 PMC-Sierra, Inc.* 800 62,900 Xilinx, Inc.* 2,250 103,781 ------------ 599,015 ------------ Fiber Optics (4.14%) CIENA Corp.* 1,600 130,000 JDS Uniphase Corp.* 3,200 133,400 SDL, Inc.* 500 74,094 Sycamore Networks, Inc.* 2,600 96,850 TyCom, Ltd. (Bermuda)* 3,345 74,844 ------------ 509,188 ------------ Finance (4.16%) Citigroup, Inc. 6,149 313,983 MBNA Corp. 5,346 197,468 ------------ 511,451 ------------ Instruments - Scientific (2.01%) Applera Corp. - Applied Biosystems Group 1,098 103,281 Waters Corp.* 1,723 143,870 ------------ 247,151 ------------ Insurance (3.16%) AFLAC, Inc. 1,513 109,220 American International Group, Inc. 2,834 279,326 ------------ 388,546 ------------ Media (3.64%) Clear Channel Communications, Inc.* 3,142 152,191 Time Warner, Inc. 5,668 296,096 ------------ 448,287 ------------ Medical (21.53%) Cardinal Health, Inc. 3,216 320,394 Genentech, Inc.* 2,056 167,564 Johnson & Johnson 2,408 252,991 Medtronic, Inc. 6,668 402,580 Merck & Co., Inc. 4,428 414,572 Millennium Pharmaceuticals, Inc.* 1,800 111,375 Pfizer, Inc. 14,080 647,680 Pharmacia Corp. 5,446 332,206 ------------ 2,649,362 ------------ Mortgage Banking (1.24%) Fannie Mae 1,765 153,114 ------------ Retail (7.51%) Bed Bath & Beyond, Inc.* 4,600 102,925 Home Depot, Inc. (The) 8,490 387,887 Wal-Mart Stores, Inc. 8,153 433,128 ------------ 923,940 ------------ Telecommunications (11.11%) American Tower Corp. (Class A)* 3,120 118,170 Comverse Technology, Inc.* 1,450 157,506 Corning, Inc. 4,703 248,377 McLeodUSA, Inc. (Class A)* 5,450 76,981 Nokia Corp., American Depositary Receipts (Finland) 7,477 325,249 Nortel Networks Corp. 6,896 221,103 Scientific-Atlanta, Inc. 2,207 71,865 Verizon Communications, Inc. 2,942 147,468 ------------ 1,366,719 ------------ Utilities (1.03%) AES Corp. (The)* 2,292 126,920 ------------ TOTAL COMMON STOCKS (Cost $12,655,003) (99.66%) 12,262,793 ------------ INTEREST PAR VALUE RATE (000s OMITTED) -------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (0.77%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 12-29-00, due 01-02-01 (Secured by U.S. Treasury Bonds, 6.750% thru 8.875%, due 08-15-17 thru 08-15-26) - Note B 5.95% $95 $95,000 ------------ Corporate Savings Account (0.01%) Investors Bank & Trust Company Daily Interest Savings Account Current Rate 5.20% 402 ------------ TOTAL SHORT-TERM INVESTMENTS (0.78%) 95,402 --------- ------------ TOTAL INVESTMENTS (100.44%) 12,358,195 --------- ------------ OTHER ASSETS AND LIABILITIES, NET (0.44%) (53,989) --------- ------------ TOTAL NET ASSETS (100.00%) $12,304,206 ========= ============ * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Mid Cap Growth Fund Schedule of Investments December 31, 2000 - ------------------------------------------------------------------------------ The Schedule of Investments is a complete list of all securities owned by the V.A. Mid Cap Growth Fund on December 31, 2000. Common stocks are broken down by industry groups. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- ------------ ------------ COMMON STOCKS Banks - United States (3.84%) Fifth Third Bancorp 1,700 $101,575 Mellon Financial Corp. 3,453 169,844 Northern Trust Corp. 2,070 168,834 ------------ 440,253 ------------ Beverages (0.82%) Pepsi Bottling Group, Inc. 2,362 94,332 ------------ Broker Services (1.17%) Bear Stearns Cos., Inc. 831 42,121 Lehman Brothers Holdings, Inc. 1,364 92,240 ------------ 134,361 ------------ Computers (21.07%) Adobe Systems, Inc. 1,200 69,825 Ariba, Inc.* 1,700 91,162 Brocade Communications Systems, Inc.* 2,180 200,151 Commerce One, Inc. 2,000 50,625 DST Systems, Inc.* 704 47,168 EMC Corp.* 910 60,515 Emulex Corp.* 1,800 143,887 Exodus Communications, Inc.* 2,910 58,200 Fiserv, Inc.* 1,365 64,752 Handspring, Inc.* 2,200 85,663 i2 Technologies, Inc.* 3,340 181,612 Interwoven, Inc.* 1,000 65,938 Intuit, Inc.* 2,900 114,369 McDATA Corp. (Class B)* 50 2,738 Mercury Interactive Corp.* 1,270 114,617 Palm, Inc.* 4,250 120,328 Parametric Technology Corp.* 14,000 188,125 Rational Software Corp.* 3,220 125,379 Research in Motion Ltd.* (Canada) 1,010 80,800 Siebel Systems, Inc.* 1,600 108,200 SunGard Data Systems, Inc.* 2,834 133,552 TIBCO Software, Inc.* 2,300 110,256 VeriSign, Inc.* 1,800 133,538 VERITAS Software Corp.* 776 67,900 ------------ 2,419,300 ------------ Electronics (12.68%) Aeroflex, Inc.* 7,194 207,389 Alpha Industries, Inc.* 2,300 85,100 Amphenol Corp. (Class A)* 2,344 91,855 Analog Devices, Inc.* 985 50,420 Applied Micro Circuits Corp.* 680 51,032 Flextronics International Ltd.* (Singapore) 5,080 144,780 Jabil Circuit, Inc.* 3,571 90,614 Molex, Inc. 1,250 44,375 QLogic Corp.* 1,450 111,650 Sanmina Corp.* 1,320 101,145 Tektronix, Inc. 4,826 162,576 Vitesse Semiconductor Corp.* 930 51,441 Waters Corp.* 3,160 263,860 ------------ 1,456,237 ------------ Fiber Optics (2.01%) SDL, Inc.* 850 125,959 Sycamore Networks, Inc.* 2,800 104,300 ------------ 230,259 ------------ Finance (4.38%) Affiliated Managers Group, Inc.* 1,632 89,556 Concord EFS, Inc.* 2,470 108,526 Golden West Financial Corp. 2,378 160,515 USA Education, Inc. 2,120 144,160 ------------ 502,757 ------------ Insurance (5.22%) AFLAC, Inc. 2,833 204,507 Ambac Financial Group, Inc. 3,484 203,161 American General Corp. 458 37,327 Everest Re Group Ltd. (Bermuda) 2,158 154,567 ------------ 599,562 ------------ Media (3.47%) Clear Channel Communications, Inc.* 2,390 115,766 Hispanic Broadcasting Corp.* 3,544 90,372 Reader's Digest Association, Inc. (Class A) 2,544 99,534 Univision Communications, Inc. (Class A)* 2,258 92,437 ------------ 398,109 ------------ Medical (17.00%) Alkermes, Inc.* 1,800 56,475 Allergan, Inc. 1,181 114,336 ALZA Corp.* 3,688 156,740 Applera Corp. - Applied Biosystems Group 2,060 193,769 Cardinal Health, Inc. 1,874 186,697 Community Health Systems, Inc.* 2,439 85,365 Express Scripts, Inc. (Class A)* 750 76,688 Health Management Associates, Inc. (Class A)* 4,209 87,337 HEALTHSOUTH Corp.* 8,128 132,588 Human Genome Sciences, Inc.* 970 67,233 IDEC Pharmaceuticals Corp.* 400 75,825 Immunex Corp.* 3,680 149,500 MedImmune, Inc.* 1,740 82,976 Millennium Pharmaceuticals, Inc.* 3,440 212,850 Oxford Health Plans, Inc.* 3,100 122,450 Stryker Corp. 709 35,868 Trigon Healthcare, Inc.* 812 63,184 Wellpoint Health Networks, Inc.* 454 52,324 ------------ 1,952,205 ------------ Oil & Gas (8.42%) Baker Hughes, Inc. 2,960 123,025 BJ Services Co.* 2,580 177,697 Cooper Cameron Corp.* 1,620 107,021 El Paso Energy Corp. 2,632 188,517 R&B Falcon Corp.* 6,281 144,070 Santa Fe International Corp. 2,815 90,256 Weatherford International, Inc.* 2,889 136,505 ------------ 967,091 ------------ Pollution Control (1.52%) Waste Management, Inc. 6,296 174,714 ------------ Retail (1.97%) Bed Bath & Beyond, Inc.* 4,300 96,212 RadioShack Corp. 1,739 74,451 Staples, Inc.* 4,650 54,928 ------------ 225,591 ------------ Telecommunications (12.90%) Allegiance Telecom, Inc.* 5,580 124,242 American Tower Corp. (Class A)* 4,434 167,938 COLT Telecom Group Plc* American Depositary Receipts (United Kingdom) 374 32,819 Comverse Technology, Inc.* 1,870 203,129 Crown Castle International Corp.* 4,060 109,874 Dobson Communications Corp. (Class A)* 11,480 167,895 Global Crossing Ltd.* (Bermuda) 5,963 85,345 McLeodUSA, Inc. (Class A)* 14,430 203,824 Scientific-Atlanta, Inc. 3,162 102,963 Western Wireless Corp. (Class A)* 3,850 150,872 XO Communications, Inc. (Class A)* 7,450 132,703 ------------ 1,481,604 ------------ Utilities (2.96%) Calpine Corp.* 3,966 178,718 Dynegy, Inc. (Class A) 1,214 68,060 Orion Power Holdings, Inc.* 2,220 54,668 TNPC, Inc.* 3,952 38,779 ------------ 340,225 ------------ TOTAL COMMON STOCKS (Cost $10,826,748) (99.43%) 11,416,600 --------- ------------ TOTAL INVESTMENTS (99.43%) 11,416,600 --------- ------------ OTHER ASSETS AND LIABILITIES, NET (0.57%) 65,250 --------- ------------ TOTAL NET ASSETS (100.00%) $11,481,850 ========= ============ * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. Portfolio Concentration December 31, 2000 (Unaudited) - ----------------------------------------------------------------------- The V.A. Mid Cap Growth Fund invests primarily in common stocks of U.S. and foreign issuers. The performance of the Fund is closely tied to the economic and financial conditions within the countries in which it invests. The concentration of investments by industry category for individual securities held by the Fund is shown in the schedule of investments. In addition, concentration of investments can be aggregated by various countries. The table below shows the percentages of the Fund's investments at December 31, 2000 assigned to country categories. MARKET VALUE AS A % COUNTRY DIVERSIFICATION OF FUND NET ASSETS - ----------------------- ------------------ Bermuda 2.09% Canada 0.70 Singapore 1.26 United Kingdom 0.29 United States 95.09 ------- TOTAL INVESTMENTS 99.43% ======= See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Relative Value Fund Schedule of Investments December 31, 2000 - ------------------------------------------------------------------------------ The Schedule of Investments is a complete list of all securities owned by the V.A. Relative Value Fund on December 31, 2000. It's divided into two main categories: common stocks and bonds. Common stocks and bonds are further broken down by industry groups. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- ------------ ------------ COMMON STOCKS Business Services - Misc. (5.70%) Cendant Corp. * 100,000 $962,500 Iron Mountain, Inc.* 25,000 928,125 Moody's Corp. 13,000 333,937 ------------ 2,224,562 ------------ Computers (16.24%) Computer Associates International, Inc. 36,493 711,614 Dell Computer Corp.* 44,450 775,097 Hyperion Solutions Corp.* 14,000 216,125 IMS Health, Inc. 10,000 270,000 Microsoft Corp.* 22,000 954,250 MicroStrategy, Inc.* 50,000 475,000 Parametric Technology Corp.* 153,000 2,055,938 Viant Corp.* 25,000 99,220 Wind River Systems, Inc.* 22,950 783,169 ------------ 6,340,413 ------------ Cosmetics & Personal Care (1.85%) Gillette Co. 20,000 722,500 ------------ Diversified Operations (4.90%) Tyco International, Ltd. 34,500 1,914,750 ------------ Electronics (12.62%) Alpha Industries, Inc. 34,700 1,283,900 Conexant Systems, Inc.* 78,300 1,203,862 SBS Technologies, Inc.* 17,000 508,938 SCI Systems, Inc.* 15,840 417,780 Sony Corp. (Japan) 4,800 332,049 Vicor Corp.* 38,900 1,181,588 ------------ 4,928,117 ------------ Finance (1.29%) Citigroup, Inc. 9,841 502,506 ------------ Food (0.62%) Hain Celestial Group, Inc.* 7,500 243,750 ------------ Insurance (7.11%) Ace, Ltd. (Bermuda) 29,505 1,252,118 Ambac Financial Group, Inc. 10,000 583,125 Progressive Corp. 4,000 414,500 XL Capital, Ltd. (Class A) 6,032 527,046 ------------ 2,776,789 ------------ Machinery (0.68%) Applied Science & Technology, Inc.* 22,000 264,000 ------------ Media (11.56%) AT&T Corp. - Liberty Media Group (Class A)* 145,744 1,976,653 Clear Channel Communications, Inc.* 11,000 532,812 Pegasus Communications Corp.* 40,700 1,048,025 Viacom, Inc. (Class B)* 17,000 794,750 XM Satellite Radio Holdings, Inc. (Class A)* 10,000 160,625 ------------ 4,512,865 ------------ Medical (5.37%) Abbott Laboratories 15,500 750,781 Alpharma, Inc. (Class A) 12,000 526,500 Apogent Technologies, Inc.* 40,000 820,000 ------------ 2,097,281 ------------ Oil & Gas (1.19%) Unocal Corp. 12,000 464,250 ------------ Pollution Control (2.13%) Waste Management, Inc. 30,000 832,500 ------------ Printing - Commercial (1.42%) Valassis Communications, Inc.* 17,500 552,344 ------------ Telecommunications (24.02%) ANTEC Corp.* 57,750 456,589 CenturyTel, Inc. 35,000 1,251,250 CTC Communications Group, Inc.* 60,000 277,500 Hughes Electronics 85,000 1,955,000 Lucent Technologies, Inc. 95,953 1,295,365 Motient Corp.* 30,000 120,000 Nextel Partners, Inc. (Class A)* 28,000 470,750 Sprint Corp. 85,000 1,726,563 TeleCorp PCS, Inc. (Class A)* 30,000 671,250 Verizon Communications, Inc. 23,000 1,152,875 ------------ 9,377,142 ------------ TOTAL COMMON STOCKS (Cost $43,121,074) (96.70%) 37,753,769 --------- ------------ INTEREST CREDIT PAR VALUE RATE RATING** (000s OMITTED) ----- -------- -------------- BONDS Office (0.21%) Danka Business Systems Plc, Conv Note (United Kingdom) 04-01-02 6.750% B+ $500 82,500 --------- ------------ TOTAL BONDS (Cost $401,957) (0.21%) 82,500 --------- ------------ TOTAL INVESTMENTS (96.91%) 37,836,269 --------- ------------ OTHER ASSETS AND LIABILITIES, NET (3.09%) 1,206,343 --------- ------------ TOTAL NET ASSETS (100.00%) $39,042,612 ========= ============ * Non-income producing security. ** Credit ratings are unaudited and rated by Standard & Poor's where available, or Moody's Investor Services or John Hancock Advisers, Inc., where Standard & Poor's ratings are not available. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage shown for each investment category is the total of that category as a percentage of the nest assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Small Cap Growth Fund Schedule of Investments December 31, 2000 - ------------------------------------------------------------------------------ The Schedule of Investments is a complete list of all securities owned by the V.A. Small Cap Growth Fund on December 31, 2000. It's divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry groups. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- ------------ ------------ COMMON STOCKS Advertising (1.00%) Getty Images, Inc.* 6,200 $198,400 ------------ Banks - United States (3.42%) Greater Bay Bancorp. 5,800 237,800 Investors Financial Services Corp. 2,000 172,000 Southwest Bancorp. of Texas, Inc.* 3,550 152,428 Sterling Bancshares, Inc. 5,800 114,550 ------------ 676,778 ------------ Building (1.08%) Standard-Pacific Corp. 4,350 101,681 Toll Brothers, Inc.* 2,750 112,406 ------------ 214,087 ------------ Business Services - Misc. (6.19%) Corporate Executive Board Co. (The)* 7,350 292,277 Forrester Research, Inc.* 4,500 225,281 Heidrick & Struggles International, Inc.* 3,800 159,837 Management Network Group, Inc. (The)* 9,150 108,656 On Assignment, Inc.* 8,450 240,825 Pivotal Corp.* 2,400 88,950 Quanta Services, Inc.* 3,379 108,762 ------------ 1,224,588 ------------ Computers (9.97%) Advent Software, Inc.* 3,950 158,247 Aspen Technology, Inc.* 1,900 63,175 AvantGo, Inc.* 2,600 16,250 Avocent Corp.* 2,450 66,150 Broadbase Software, Inc.* 4,850 30,312 Cerner Corp.* 3,300 152,625 Data Return Corp.* 10,250 38,437 DigitalThink, Inc.* 5,500 93,844 Embarcadero Technologies, Inc.* 3,600 162,000 Genomica Corp.* 1,350 7,130 IDX Systems Corp.* 5,750 143,750 IntraNet Solutions, Inc.* 2,650 135,150 Manugistics Group, Inc.* 3,500 199,500 M-Systems Flash Disk Pioneers Ltd.* (Israel) 8,350 116,378 National Instruments Corp.* 2,750 133,547 NetRatings, Inc.* 6,500 95,469 Novatel Wireless, Inc.* 8,450 104,569 Secure Computing Corp.* 11,100 109,613 TeleCommunication Systems, Inc. (Class A)* 3,800 12,825 WatchGuard Technologies, Inc.* 4,200 132,825 ------------ 1,971,796 ------------ Consumer Products - Misc. (0.37%) CoorsTek, Inc.* 2,300 72,162 ------------ Electronics (14.14%) Aeroflex, Inc.* 7,700 221,976 ATMI, Inc.* 5,800 113,100 Brooks Automation, Inc.* 2,850 79,978 Caliper Technologies Corp.* 1,200 56,400 Credence Systems Corp.* 3,750 86,250 DDi Corp.* 6,500 177,125 DuPont Photomasks, Inc.* 3,950 208,733 Elantec Semiconductor, Inc.* 2,250 62,437 Electro Scientific Industries, Inc.* 3,950 110,600 Exar Corp.* 4,350 134,782 Kent Electronics Corp.* 4,400 72,600 Merix Corp.* 5,750 76,906 Microsemi Corp.* 4,700 130,719 Nanometrics, Inc.* 5,650 78,041 Nu Horizons Electronics Corp.* 4,175 37,314 Pixelworks, Inc.* 3,950 88,381 Plexus Corp.* 4,000 121,562 PLX Technology, Inc.* 9,600 79,800 Powerwave Technologies, Inc.* 2,300 134,550 PRI Automation, Inc.* 5,400 101,250 Rudolph Technologies, Inc.* 5,350 161,503 Semtech Corp.* 5,700 125,756 Stratos Lightwave, Inc.* 6,500 110,906 Wilson Greatbatch Technologies, Inc.* 7,950 224,588 ------------ 2,795,257 ------------ Finance (2.98%) Actrade Financial Technologies, Ltd.* 5,750 126,859 Affiliated Managers Group, Inc.* 4,450 244,194 Medallion Financial Corp. 3,600 52,650 Metris Cos., Inc. 6,275 165,111 ------------ 588,814 ------------ Instruments - Scientific (0.59%) Varian, Inc.* 3,450 116,869 ------------ Insurance (2.83%) Fidelity National Financial, Inc. 6,850 253,022 HCC Insurance Holdings, Inc. 6,250 168,359 Philadelphia Consolidated Holding Corp.* 1,450 44,769 RenaissanceRe Holdings Ltd. (Bermuda) 1,200 93,975 ------------ 560,125 ------------ Machinery (0.63%) Hydril Co.* 7,100 124,694 ------------ Media (3.07%) Entercom Communications Corp.* 2,000 68,875 Pegasus Communications Corp.* 1,900 48,925 Radio One, Inc. (Class A)* 3,750 40,078 Radio One, Inc. (Class D)* 6,650 73,150 Regent Communications, Inc.* 19,000 112,813 Scholastic Corp.* 2,000 177,250 Westwood One, Inc.* 4,450 85,941 ------------ 607,032 ------------ Medical (24.45%) Accredo Health, Inc.* 4,700 235,881 Alexion Pharmaceuticals, Inc.* 2,500 162,344 Alkermes, Inc.* 4,450 139,619 Alpharma, Inc. (Class A) 4,500 197,437 AmeriSource Health Corp. (Class A)* 5,350 270,175 Arena Pharmaceuticals, Inc.* 400 6,200 Aurora Biosciences Corp.* 4,050 127,322 Bindley Western Industries, Inc. 6,800 282,625 Cell Therapeutics, Inc.* 3,050 137,441 COR Therapeutics, Inc.* 4,100 144,269 Corvas International, Inc.* 7,900 113,562 CV Therapeutics, Inc.* 2,750 194,562 Cytyc Corp.* 2,900 181,431 Exelixis, Inc.* 5,700 83,362 Genome Therapeutics Corp.* 550 3,833 Human Genome Sciences, Inc.* 1,350 93,572 Inhale Therapeutic Systems, Inc.* 4,400 222,200 Inspire Pharmaceuticals, Inc.* 4,700 122,494 Invitrogen Corp.* 2,500 215,938 LifePoint Hospitals, Inc.* 5,250 263,156 Lincare Holdings, Inc.* 3,750 213,984 NPS Pharmaceuticals, Inc.* 4,900 235,200 Physiometrix, Inc.* 8,300 132,281 Province Healthcare Co.* 6,100 240,188 Renal Care Group, Inc.* 6,850 187,840 Techne Corp.* 4,200 151,463 Titan Pharmaceuticals, Inc.* 4,300 152,091 Transgenomic, Inc.* 3,450 36,225 Vascular Solutions, Inc.* 5,450 40,194 Virologic, Inc.* 7,750 70,719 Visible Genetics, Inc.* (Canada) 4,650 175,538 ------------ 4,833,146 ------------ Oil & Gas (9.38%) Dril-Quip, Inc.* 2,750 94,016 Hanover Compressor Co.* 5,859 261,092 Marine Drilling Cos., Inc.* 9,000 240,750 Newfield Exploration Co.* 6,200 294,113 Patterson Energy, Inc.* 5,800 216,050 Pride International, Inc.* 9,900 243,788 Spinnaker Exploration Co.* 450 19,125 Stone Energy Corp.* 3,600 232,380 Universal Compression Holdings, Inc.* 6,700 252,506 ------------ 1,853,820 ------------ Printing - Commercial (0.81%) Houghton Mifflin Co. 3,450 159,994 ------------ Retail (9.27%) 99 Cents Only Stores* 5,840 159,870 Brightpoint, Inc.* 19,850 69,475 Columbia Sportswear Co.* 3,950 196,512 Cost Plus, Inc.* 6,750 198,281 Gymboree Corp. (The)* 6,100 84,637 Insight Enterprises, Inc.* 6,675 119,733 P.F. Chang's China Bistro, Inc.* 1,800 56,588 Performance Food Group Co.* 2,200 112,784 RARE Hospitality International, Inc.* 7,375 164,555 ScanSource, Inc.* 4,450 173,550 Tech Data Corp.* 4,700 127,120 Too, Inc.* 6,250 78,125 Tweeter Home Entertainment Group, Inc.* 5,600 68,250 Whole Foods Market, Inc.* 3,650 223,106 ------------ 1,832,586 ------------ Schools/Education (2.95%) Corinthian Colleges, Inc.* 5,000 189,687 Education Management Corp.* 5,150 184,112 ProsoftTraining.com* 7,500 90,938 University of Phoenix Online* 3,650 117,712 ------------ 582,449 ------------ Steel (1.26%) Lone Star Technologies, Inc.* 6,450 248,325 ------------ Telecommunications (3.54%) AirGate PCS, Inc.* 4,350 154,425 o2wireless Solutions, Inc.* 1,400 13,038 Powertel, Inc.* 1,350 83,616 Rural Cellular Corp. (Class A)* 2,400 71,100 SBA Communications Corp.* 5,950 244,322 UbiquiTel, Inc.* 5,350 29,425 WJ Communications, Inc.* 7,350 104,738 ------------ 700,664 ------------ Transport (1.82%) Expeditors International of Washington, Inc. 3,300 177,169 Forward Air Corp.* 4,900 182,831 ------------ 360,000 ------------ TOTAL COMMON STOCKS (Cost $17,936,487) (99.75%) 19,721,586 --------- ------------ INTEREST PAR VALUE RATE (000s OMITTED) -------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (0.73%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 12-29-00, due 01-02-01 (Secured by U.S. Treasury Bonds, 6.750% thru 8.875%, due 08-15-17 thru 08-15-26) - Note B 5.95% $144 144,000 ------------ Corporate Savings Account (0.00%) Investors Bank & Trust Company Daily Interest Savings Account Current Rate 5.20% 527 ------------ TOTAL SHORT-TERM INVESTMENTS (0.73%) 144,527 --------- ------------ TOTAL INVESTMENTS (100.48%) 19,866,113 --------- ------------ OTHER ASSETS AND LIABILITIES, NET (0.48%) (94,451) --------- ------------ TOTAL NET ASSETS (100.00%) $19,771,662 ========= ============ * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Sovereign Investors Fund Schedule of Investments December 31, 2000 - ------------------------------------------------------------------------------ The Schedule of Investments is a complete list of all securities owned by the V.A. Sovereign Investors Fund on December 31, 2000. It is divided into three main categories: common stocks, U.S. government obligations and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- ------------ ------------ COMMON STOCKS Advertising (2.55%) Interpublic Group of Cos., Inc. (The) 33,200 $1,413,075 ------------ Banks - United States (7.37%) Chase Manhattan Corp. (The)* 30,000 1,363,125 Mellon Financial Corp. 25,000 1,229,688 State Street Corp. 5,000 621,050 Wells Fargo Co. 15,500 863,156 ------------ 4,077,019 ------------ Beverages (1.52%) PepsiCo, Inc. 17,000 842,563 ------------ Chemicals (1.48%) Air Products & Chemicals, Inc. 20,000 820,000 ------------ Computers (7.35%) Automatic Data Processing, Inc. 8,000 506,500 Cisco Systems, Inc.* 25,000 956,250 Compaq Computer Corp. 30,000 451,500 Hewlett-Packard Co. 8,000 252,500 International Business Machines Corp. 12,500 1,062,500 Sun Microsystems, Inc.* 30,000 836,250 ------------ 4,065,500 ------------ Diversified Operations (2.94%) Minnesota Mining & Manufacturing Co. 11,200 1,349,600 Tyco International Ltd. 5,000 277,500 ------------ 1,627,100 ------------ Electronics (6.67%) Emerson Electric Co. 14,700 1,158,544 General Electric Co. 19,800 949,163 Intel Corp. 16,000 481,000 Motorola, Inc. 31,000 627,750 Texas Instruments, Inc. 10,000 473,750 ------------ 3,690,207 ------------ Finance (4.93%) Citigroup, Inc. 29,500 1,506,344 Household International, Inc. 15,000 825,000 Morgan Stanley Dean Witter & Co. 5,000 396,250 ------------ 2,727,594 ------------ Furniture (0.65%) Leggett & Platt, Inc. 19,000 359,813 ------------ Insurance (5.45%) AFLAC, Inc. 12,400 895,125 American General Corp. 15,000 1,222,500 American International Group, Inc. 9,093 896,229 ------------ 3,013,854 ------------ Machinery (1.65%) Dover Corp. 22,500 912,656 ------------ Media (3.29%) Gannett Co., Inc. 19,400 1,223,413 McGraw-Hill Cos., Inc. (The) 10,200 597,975 ------------ 1,821,388 ------------ Medical (12.58%) Abbott Laboratories 26,000 1,259,375 American Home Products Corp. 13,000 826,150 Bard (C.R.), Inc. 12,800 596,000 Baxter International, Inc. 11,100 980,269 Johnson & Johnson 9,000 945,563 Merck & Co., Inc. 9,000 842,625 Pfizer, Inc. 19,250 885,500 Schering-Plough Corp. 11,000 624,250 ------------ 6,959,732 ------------ Mortgage Banking (4.22%) Fannie Mae 15,000 1,301,250 Freddie Mac 15,000 1,033,125 ------------ 2,334,375 ------------ Office (1.50%) Avery Dennison Corp. 15,150 831,356 ------------ Oil & Gas (6.78%) Chevron Corp. 17,200 1,452,325 Conoco, Inc. (Class B) 30,000 868,125 Exxon Mobil Corp. 10,184 885,372 Royal Dutch Petroleum Co., American Depositary Receipts (Netherlands) 9,000 545,063 ------------ 3,750,885 ------------ Paper & Paper Products (2.43%) Kimberly-Clark Corp. 19,000 1,343,110 ------------ Retail (5.91%) Home Depot, Inc. (The) 9,000 411,188 Lowe's Cos., Inc. 28,000 1,246,000 McDonald's Corp. 14,000 476,000 SYSCO Corp. 16,400 492,000 Target Corp. 20,000 645,000 ------------ 3,270,188 ------------ Telecommunications (4.35%) CenturyTel, Inc. 35,000 1,251,250 Verizon Communications, Inc. 23,000 1,152,875 ------------ 2,404,125 ------------ Tobacco (1.99%) Philip Morris Cos., Inc. 25,000 1,100,000 ------------ Utilities (3.89%) ALLTEL Corp. 17,000 1,061,434 SBC Communications, Inc. 22,844 1,090,800 ------------ 2,152,234 ------------ TOTAL COMMON STOCKS (Cost $42,749,147) (89.50%) 49,516,774 --------- ------------ INTEREST CREDIT PAR VALUE RATE RATING** (000s OMITTED) -------- -------- ------------ U.S. GOVERNMENT OBLIGATIONS Government - U.S. (0.73%) United States Treasury, Note 09-30-02 5.88% AAA $400 404,188 ------------ TOTAL U.S. GOVERNMENT AND AGENCIES SECURITIES (Cost $401,813) (0.73%) 404,188 --------- ------------ SHORT-TERM INVESTMENTS Joint Repurchase Agreement (9.69%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 12-29-00, due 01-02-01 (Secured by U.S. Treasury Bonds, 6.750% thru 8.875%, due 08-15-17 thru 08-15-26) - Note B 5.95% 5,365 5,365,000 ------------ Corporate Savings Account (0.00%) Investors Bank & Trust Company Daily Interest Savings Account Current Rate 5.20% 6 ------------ TOTAL SHORT-TERM INVESTMENTS (9.69%) 5,365,006 --------- ------------ TOTAL INVESTMENTS (99.92%) 55,285,968 --------- ------------ OTHER ASSETS AND LIABILITIES, NET (0.08%) 42,130 --------- ------------ TOTAL NET ASETS (100.00%) $55,328,098 ========= ============ * Non-income producing security. ** Credit ratings are rated by Moody's Investor Services or John Hancock Advisers, Inc. where Standard and Poor's ratings are not available. Parenthetical disclosure of a foreign country in the security description represents country of foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. International Fund Schedule of Investments December 31, 2000 - ------------------------------------------------------------------------------ The Schedule of Investments is a complete list of all securities owned by the V.A. International Fund on December 31, 2000. It's divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by country. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- ------------ ------------ COMMON STOCKS Australia (2.11%) BHP, Ltd. (Diversified Operations) 3,797 $40,044 Lend Lease Corp., Ltd. (Real Estate Operations) 1,113 10,366 National Australia Bank, Ltd. (Banks - Foreign) 580 9,296 News Corp., Ltd. (The), American Depositary Receipts (ADR) (Media) 3,580 27,884 OneSteel, Ltd.* (Steel) 1 1 Publishing & Broadcasting, Ltd. (Media) 1,195 8,674 ResMed, Inc.* (Medical) 900 3,652 Securenet, Ltd.* (Computers) 5,477 14,648 Telstra Corp., Ltd. (Telecommunications) 1,999 7,143 Westpac Banking Corp., Ltd. (Banks - Foreign) 805 5,909 Woodside Petroleum, Ltd. (Oil & Gas) 3,294 27,026 ------------ 154,643 ------------ Belgium (0.41%) Fortis (B) (Insurance) 378 4 UCB SA (Medical) 800 29,657 ------------ 29,661 ------------ Brazil (1.09%) Companhia Brasileira de Distribuicao Grupo Pao de Acucar (ADR) (Retail) 720 26,280 Telecomunicacoes Brasileiras SA (ADR) (Telecommunications) 380 27,693 Uniao de Bancos Brasileiros SA, Global Depositary Receipts (GDR) (Finance) 890 26,199 ------------ 80,172 ------------ Canada (4.86%) BCE, Inc. (Telecommunications) 729 21,040 Bombardier, Inc. (Diversified Operations) 5,000 77,151 Celestica, Inc.* (Electronics) 580 31,314 Nortel Networks Corp. (Telecommunications) 3,369 108,348 Sun Life Financial Services of Canada (Insurance) 2,339 62,361 Thomson Corp. (Computers) 949 36,308 Weston (George) Ltd. (Food) 356 19,956 ------------ 356,478 ------------ China (0.15%) Shandong International Power Development Co., Ltd. (Utilities) 70,000 11,039 ------------ Denmark (0.59%) Vestas Wind Systems AS (Utilities) 800 43,310 ------------ Finland (1.53%) Nokia Oyj (Telecommunications) 2,520 112,398 ------------ France (6.02%) Alcatel SA (Telecommunications) 1,620 92,031 Dassault Systemes SA (Computers) 300 20,564 Renault SA (Automobile/Trucks) 720 37,522 Schneider Electric SA (Machinery) 360 26,266 Societe Generale (Banks - Foreign) 950 59,054 Total Fina Elf SA (Oil & Gas) 830 123,452 Vivendi SA (Diversified Operations) 1,250 82,280 ------------ 441,169 ------------ Germany (3.72%) Allianz AG (Insurance) 290 108,543 BASF AG (Chemicals) 617 27,908 Dresdner Bank AG (Banks - Foreign) 420 18,319 Muenchener Rueckversicherungs-Gesellschaft AG (Insurance) 147 52,599 Siemens AG (Diversified Operations) 500 65,354 ------------ 272,723 ------------ Greece (0.38%) Hellenic Telecommunications Organization SA (ADR) (Telecommunications) 3,800 27,550 ------------ Hong Kong (2.34%) Aeon Credit Service Co., Ltd. (Finance) 29,400 8,952 ASM Pacific Technology, Ltd. (Electronics) 3,500 4,981 Cathay Pacific Airways (Transport) 2,000 3,692 Cheung Kong Holdings, Ltd. (Real Estate Operations) 2,000 25,578 China Everbright, Ltd. (Finance) 16,000 16,513 China Resources Enterprise, Ltd. (Diversified Operations) 14,000 17,860 Giordano International, Ltd. (Retail) 4,000 1,846 Guoco Group, Ltd. (Finance) 4,000 11,924 Hang Seng Bank, Ltd. (Banks - Foreign) 700 9,423 Hongkong Electric Holdings, Ltd. (Utilities) 1,000 3,692 HSBC Holdings Plc (Banks - Foreign) 1,437 21,372 Hutchison Whampoa, Ltd. (Diversified Operations) 2,000 24,937 Sun Hung Kai Properties, Ltd. (Real Estate Operations) 1,000 9,968 Swire Pacific, Ltd. (Class A) (Diversified Operations) 1,500 10,770 ------------ 171,508 ------------ India (0.43%) Infosys Technologies, Ltd. (ADR) (Computers) 130 11,992 Videsh Sanchar Nigam, Ltd. (ADR) (Telecommunications) 1,575 19,687 ------------ 31,679 ------------ Ireland (0.52%) CRH Plc (Building) 2,050 38,153 ------------ Israel (0.32%) Bank Hapoalim, Ltd. (Banks - Foreign) 8,100 23,498 ------------ Italy (3.06%) Assicurazioni Generali SpA (Insurance) 2,700 107,243 ENI SpA (Oil & Gas) 11,070 70,684 Riunione Adriatica di Sicurta SpA (Insurance) 2,982 46,510 ------------ 224,437 ------------ Japan (21.09%) Aiful Corp. (Finance) 300 24,484 Asahi Glass Co., Ltd. (Glass Products) 3,000 24,746 Daibiru Corp. (Real Estate Operations) 3,000 21,256 Daito Trust Construction Co., Ltd. (Real Estate Operations) 2,000 35,864 Fuji Television Network, Inc. (Media) 3 20,889 Fujitsu, Ltd. (Computers) 2,000 29,461 Inax Corp. (Building) 4,000 20,189 Katokichi Co., Ltd. (Food) 2,000 52,484 Kirin Brewery Co., Ltd. (Beverages) 6,000 53,691 Kurita Water Industries, Ltd. (Pollution Control) 1,000 13,077 Kyocera Corp. (Electronics) 300 32,724 Maeda Corp. (Building) 15,000 51,566 Marui Co., Ltd. (Retail) 4,000 60,357 Matsushita Electric Industrial Co., Ltd. (Electronics) 3,000 71,641 Max Co., Ltd. (Machinery) 2,000 19,244 Melco, Inc. (Computers) 600 12,544 Mitsubishi Estate Co., Ltd. (Real Estate Operations) 2,975 31,749 Mitsui Fudosan Co., Ltd. (Real Estate Operations) 6,000 59,570 Murata Manufacturing Co., Ltd. (Electronics) 100 11,721 NEC Corp. (Electronics) 1,000 18,282 Nippon Meat Packers, Inc. (Food) 3,000 40,833 Nissan Motor Co., Ltd. (Automobile/Trucks) 8,000 46,046 Nissin Food Products Co., Ltd. (Food) 1,000 24,405 Nitto Denko Corp. (Electronics) 900 24,405 Nomura Securities Co., Ltd. (Broker Services) 2,000 35,952 NTT DoCoMo, Inc. (Telecommunications) 1 17,232 Orix Corp. (Leasing Companies) 100 10,024 Q.P. Corp. (Food) 9,000 74,633 Rohm Co., Ltd. (Electronics) 200 37,964 Santen Pharmaceutical Co., Ltd. (Medical) 1,000 19,769 Sekisui House, Ltd. (Building) 5,000 45,705 Sharp Corp. (Electronics) 1,000 12,054 Shin-Etsu Chemical Co., Ltd. (Chemicals) 1,000 38,488 Shiseido Co., Ltd. (Cosmetics & Personal Care) 3,000 33,459 Sony Corp. (Electronics) 1,000 69,104 Stanley Electric Co., Ltd. (Electronics) 3,000 27,292 Sumitomo Bakelite Co., Ltd. (Chemicals) 2,000 18,422 Sumitomo Metal Mining Co., Ltd. (Metal) 5,000 26,155 Takefuji Corp. (Finance) 300 18,894 Terumo Corp. (Medical) 1,000 21,868 Toho Gas Co., Ltd. (Oil & Gas) 13,000 23,312 Tokyo Electric Power Co., Inc. (Utilities) 2,400 59,517 Tokyu Corp. (Transport) 4,000 21,554 Toshiba Corp. (Electronics) 3,000 20,049 Toyota Motor Corp. (Automobile/Trucks) 2,200 70,241 Yamanouchi Pharmaceutical Co., Ltd. (Medical) 1,000 43,212 ------------ 1,546,128 ------------ Malaysia (0.39%) Petronas Gas Berhad (Oil & Gas) 17,000 28,855 ------------ Mexico (0.20%) Telefonos de Mexico SA (ADR) (Telecommunications) 320 14,440 ------------ Netherlands (4.57%) AEGON NV (Insurance) 1,400 57,921 Akzo Nobel NV (Chemicals) 630 33,838 ING Groep NV (Banks - Foreign) 1,050 83,885 Koninklijke Ahold NV (Retail) 2,245 72,433 Koninklijke Numico NV (Food) 720 36,238 Unilever Plc (Food) 5,900 50,552 ------------ 334,867 ------------ New Zealand (0.13%) Auckand International Airport, Ltd. (Transport) 3,900 5,419 Telecom Corp of New Zealand, Ltd. (Telecommunications) 2,000 4,257 ------------ 9,676 ------------ Norway (0.90%) Tomra Systems ASA * (Machinery) 3,400 66,084 ------------ Singapore (0.67%) Capitaland, Ltd.* (Real Estate Operations) 2,000 3,464 DBS Group Holdings, Ltd. (Banks - Foreign) 1,000 11,316 Flextech Holdings, Ltd. (Electronics) 2,000 1,097 Keppel Capital Holdings, Ltd. (Finance) 1,250 1,653 Neptune Orient Lines, Ltd. (Transport) 4,000 3,141 Overseas Union Bank, Ltd. (Banks - Foreign) 1,000 4,677 Pacific Century Regional Developments, Ltd. (Real Estate Operations) 5,000 2,555 Singapore Technologies Engineering, Ltd. (Engineering/R&D Services) 7,000 11,276 United Overseas Bank, Ltd. (Banks - Foreign) 1,000 7,506 Wing Tai Holdings, Ltd. (Real Estate Operations) 3,000 2,182 ------------ 48,867 ------------ South Africa (0.75%) DataTec, Ltd.* (Computers) 5,000 23,788 Remgro, Ltd. (Diversified Operations) 4,600 31,307 ------------ 55,095 ------------ South Korea (0.68%) Samsung Electronics Co. (Electronics) 135 16,862 Shinhan Bank (Banks - Foreign) 1,700 13,976 SK Telecom Co., Ltd. (Telecommunications) 95 19,000 ------------ 49,838 ------------ Sweden (1.36%) Ericsson (LM) Telefonaktiebolaget (Telecommunications) 5,800 66,056 Nordic Baltic Holding AB (Banks - Foreign) 4,250 33,522 ------------ 99,578 ------------ Switzerland (2.47%) Novartis AG (Medical) 68 120,192 Roche Holding AG (Medical) 6 61,114 ------------ 181,306 ------------ Taiwan (0.89%) Hon Hai Precision Industry Co., Ltd. (Electronics) 2,000 10,145 Taiwan Semiconductor Manufacturing Co., Ltd.* (Electronics) 12,000 28,804 United Microelectronics Corp.* (Electronics) 18,000 26,141 ------------ 65,090 ------------ Thailand (0.11%) Shin Satellite Pcl* (Telecommunications) 11,500 7,751 ------------ Turkey (0.17%) Dogan Yayin Holding AS* (Diversified Operations) 1,738,100 12,058 ------------ United Kingdom (10.39%) Barclay's Plc (Banks - Foreign) 900 27,884 BP Amoco Plc (Oil & Gas) 9,200 74,287 Centrica Plc (Utilities) 17,240 66,832 CGNU Plc (Insurance) 1,400 22,651 Energis Plc* (Telecommunications) 5,550 37,345 GlaxoSmithKline Plc* (Medical) 6,149 173,778 Granada Compass Plc (Diversified Operations) 3,000 32,680 HSBC Holdings Plc (Banks - Foreign) 9,000 132,558 Marconi Plc (Telecommunications) 2,500 26,878 Reckitt Benckiser Plc (Soap & Cleaning Preparations) 3,000 41,360 Vodafone AirTouch Plc (Telecommunications) 34,080 125,106 ------------ 761,359 ------------ TOTAL COMMON STOCKS (Cost $5,094,561) (72.30%) 5,299,410 --------- ------------ INTEREST PAR VALUE RATE (000s OMITTED) -------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (1.21%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 12-29-00, due 01-02-01 (Secured by U.S. Treasury Bonds, 10.750% and 13.875% due 02-15-03 and 05-15-11) - Note B 5.95% $89 89,000 ------------ NUMBER OF SHARES --------- Cash Equivalents (12.74%) Navigator Securities Lending Prime Portfolio** 933,457 933,457 ------------ TOTAL SHORT-TERM INVESTMENTS (13.95%) 1,022,457 --------- ------------ TOTAL INVESTMENTS (86.25%) 6,321,867 --------- ------------ OTHER ASSETS AND LIABILITIES, NET (13.75%) 1,007,772 --------- ------------ TOTAL NET ASSETS (100.00%) $7,329,639 ========= ============ * Non-income producing security. ** Represents investment of security lending collateral - Note A. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. Industry Diversification (Unaudited) - ----------------------------------------------------------------------- The Fund primarily invests in securities issued by companies of other countries. The performance of the Fund is closely tied to the economic conditions within the countries in which it invests. The concentration of investments by country for individual securities held by the Fund is shown in the schedule of investments. In addition, the concentration of investments can be aggregated by various industry groups. The table below shows the percentages of the Fund's investments at December 31, 2000 assigned to the various investment categories. MARKET VALUE AS A % INVESTMENT CATEGORIES OF FUND NET ASSETS - ----------------------- ------------------ Automobile/Trucks 2.10% Banks - Foreign 6.30 Beverages 0.73 Broker Services 0.49 Building 2.12 Chemicals 1.62 Computers 2.04 Cosmetics & Personal Care 0.46 Diversified Operations 5.14 Electronics 6.06 Engineering/R&D Services 0.15 Finance 1.48 Food 4.08 Glass Products 0.34 Insurance 6.25 Leasing Companies 0.14 Machinery 1.52 Media 0.78 Medical 6.46 Metal 0.36 Oil & Gas 4.74 Pollution Control 0.18 Real Estate Operations 3.01 Retail 2.20 Soap & Cleaning Preparations 0.56 Steel 0.00 Telecommunications 10.01 Transport 0.46 Utilities 2.52 Short-Term Investments 13.95 ------- TOTAL INVESTMENTS 86.25% ======= See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Financial Industries Fund Schedule of Investments December 31, 2000 - ------------------------------------------------------------------------------ The Schedule of Investments is a complete list of all securities owned by the V.A. Financial Industries Fund on December 31, 2000. It's divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry groups. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- ------------ ------------ COMMON STOCK Banks - Foreign (4.63%) Bipop-Carire SpA (Italy) 107,000 $698,175 HSBC Holdings Plc (United Kingdom) 85,000 1,250,681 Nordic Baltic Holding (Sweden) 178,020 1,353,789 ------------ 3,302,645 ------------ Banks - Midwest (7.22%) Fifth Third Bancorp 49,250 2,942,688 Northern Trust Corp. 27,100 2,210,344 ------------ 5,153,032 ------------ Banks - Money Center (3.36%) Citigroup, Inc. 47,000 2,399,938 ------------ Banks - Northeast (3.53%) State Street Corp. 20,300 2,521,461 ------------ Banks - Superregional (8.25%) Bank of New York Co., Inc. 39,500 2,179,906 FleetBoston Financial Corp. 30,536 1,147,009 Wells Fargo & Co. 46,000 2,561,625 ------------ 5,888,540 ------------ Broker Services (8.49%) Legg Mason, Inc. 24,500 1,335,250 Merrill Lynch & Co., Inc. 33,500 2,284,280 Schwab (Charles) Corp. (The) 86,076 2,442,407 ------------ 6,061,937 ------------ Computer - Services (9.32%) Automatic Data Processing, Inc. 13,000 823,063 BISYS Group, Inc. (The)* 42,000 2,189,250 First Data Corp. 28,500 1,501,594 Fiserv, Inc.* 45,000 2,134,688 ------------ 6,648,595 ------------ Computer - Software (1.35%) Intuit, Inc.* 24,500 966,219 ------------ Finance - Consumer Loans (7.25%) American Express Co. 44,400 2,439,225 Household International, Inc. 17,000 935,000 MBNA Corp. 48,650 1,797,009 ------------ 5,171,234 ------------ Finance - Investment Management (8.62%) Amvescap Plc, American Depositary Receipts (ADR) (United Kingdom) 53,000 2,305,500 Morgan Stanley Dean Witter & Co. 24,000 1,902,000 Price (T. Rowe) Associates, Inc. 46,000 1,944,218 ------------ 6,151,718 ------------ Insurance - Brokers (2.79%) Marsh & McLennan Cos., Inc. 17,000 1,989,000 ------------ Insurance - Life (11.01%) AFLAC, Inc. 37,000 2,670,938 American General Corp. 25,700 2,094,550 Protective Life Corp. 48,000 1,548,000 Reinsurance Group of America, Inc. 43,500 1,544,250 ------------ 7,857,738 ------------ Insurance - Multi Line (3.29%) Allmerica Financial Corp. 15,600 1,131,000 Fortis (NL) NV (Netherlands) 37,454 1,216,659 ------------ 2,347,659 ------------ Insurance - Property & Casualty (13.35%) Ambac Financial Group, Inc. 45,750 2,667,797 American International Group, Inc. 25,625 2,525,664 MBIA, Inc. 29,000 2,149,625 XL Capital Ltd. (Class A) 25,000 2,184,375 ------------ 9,527,461 ------------ Mortgage & RE Services (2.74%) Fannie Mae 22,500 1,951,875 ------------ TOTAL COMMON STOCKS (Cost $48,938,306) (95.20%) 67,939,052 ------------ INTEREST PAR VALUE RATE (000s OMITTED) -------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (4.91%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Date 12-29-00, due 01-02-01 (Secured by U.S. Treasury Bonds, 6.750% thru 8.875%, due 08-15-17 thru 08-15-26) - Note B 5.95% $3,504 3,504,000 ------------ Corporate Savings Account (0.00%) Investors Bank & Trust Company Daily Interest Savings Account Current Rate 5.20% 879 ------------ TOTAL SHORT-TERM INVESTMENTS (4.91%) 3,504,879 --------- ------------ TOTAL INVESTMENTS (100.11%) 71,443,931 --------- ------------ OTHER ASSETS AND LIABILITIES, NET (0.11%) (77,335) --------- ------------ TOTAL NET ASETS (100.00%) $71,366,596 ========= ============ * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. Portfolio Concentration December 31, 2000 (Unaudited) - ----------------------------------------------------------------------- The V.A. Financial Industries Fund invests primarily in equity securities in the financial sector in the United States and abroad. The concentration of investments by industry category for individual securities held by the Fund is shown in the schedule of investments. In addition, concentration of investments can be aggregated by various countries. The table below shows the percentage of the Fund's investments at December 31, 2000 assigned to the various countries. MARKET VALUE AS A % COUNTRY DIVERSIFICATION OF FUND NET ASSETS - ----------------------- ------------------ Italy 0.98% Netherlands 1.70 Sweden 1.90 United Kingdom 4.98 United States 90.55 ------- TOTAL INVESTMENTS 100.11% ======= See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Regional Bank Fund Schedule of Investments December 31, 2000 - ------------------------------------------------------------------------------ The Schedule of Investments is a complete list of all securities owned by the V.A. Regional Bank Fund on December 31, 2000. It's divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry groups. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION, STATE SHARES VALUE - -------------------------- ------------ ------------ COMMON STOCKS Superregional Banks (6.87%) Mellon Financial Corp. (PA) 8,500 $418,094 U.S. Bancorp (MN) 7,500 218,906 Wells Fargo & Co. (CA) 5,500 306,281 ------------ 943,281 ------------ Banks - Money Center (4.92%) Chase Manhattan Corp. (The) (NY) 7,000 318,062 Citigroup, Inc. (NY) 7,000 357,437 ------------ 675,499 ------------ Banks - United States (79.05%) BancFirst Corp. (OK) 1,500 59,531 BancWest Corp. (HI) 16,000 418,000 BB&T Corp. (NC) 4,000 149,250 Cascade Bancorp (OR) 33,010 445,635 Chittenden Corp. (VT) 7,500 227,344 City National Corp. (CA) 8,000 310,500 Comerica, Inc. (MI) 4,500 267,187 Commerce Bancshares, Inc. (MO) 12,047 511,998 Community First Bankshares, Inc. (ND) 10,000 188,750 Cullen/Frost Bankers, Inc. (TX) 6,500 271,781 Fifth Third Bancorp (OH) 8,592 513,372 Financial Institutions, Inc. (NY) 19,750 266,625 First Midwest Bancorp., Inc. (IL) 5,000 143,750 FirstMerit Corp. (OH) 5,000 133,672 Independent Bank Corp. (MI) 23,887 471,768 M & T Bank Corp. (NY) 4,500 306,000 Marshall & Ilsley Corp. (WI) 3,500 177,905 Mercantile Bankshares Corp. (MD) 9,500 410,281 Mid-State Bancshares (CA) 15,000 532,500 Mississippi Valley Bancshares, Inc. (MO) 10,350 304,031 National Commerce Bancorp. (TN) 14,465 358,009 Northrim Bank (AK) 16,695 169,037 Pacific Capital Bancorp. (CA) 13,500 379,688 PNC Financial Service Group (PA) 3,500 255,719 Prosperity Bancshares, Inc. (TX) 14,000 276,500 SJNB Financial Corp. (CA) 8,000 292,000 SouthTrust Corp. (AL) 4,000 162,750 Southwest Bancorp. of Texas, Inc.* (TX) 5,000 214,688 Sterling Bancshares, Inc. (TX) 12,000 237,000 Summit Bancshares, Inc. (TX) 14,800 320,975 Texas Regional Bancshares, Inc. (Class A) (TX) 11,000 357,500 Umpqua Holdings Corp. (OR) 38,000 323,000 Valley National Bancorp. (NJ) 15,700 523,006 Whitney Holding Corp. (LA) 5,500 199,719 Yardville National Bancorp. (NJ) 25,000 301,563 Zions Bancorp. (UT) 6,000 374,625 ------------ 10,855,659 ------------ Thrifts (4.19%) Charter One Financial, Inc. (OH) 6,017 173,741 First Financial Holdings, Inc. (SC) 12,300 242,156 Warren Bancorp., Inc. (MA) 20,000 160,000 ------------ 575,897 ------------ TOTAL COMMON STOCKS (Cost $10,935,579) (95.03%) 13,050,336 ------------ INTEREST PAR VALUE ISSUER, DESCRIPTION RATE (000s OMITTED) - ------------------- -------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (4.94%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 12-29-00, due 01-02-01 (Secured by U.S. Treasury Bonds, 6.750% thru 8.875%, due 08-15-17 thru 08-15-26) - Note B 5.95% $679 679,000 ------------ Corporate Savings Account (0.00%) Investors Bank & Trust Company Current Rate 5.20% 382 ------------ TOTAL SHORT-TERM INVESTMENTS (4.94%) 679,382 --------- ------------ TOTAL INVESTMENTS (99.97%) 13,729,718 --------- ------------ OTHER ASSETS AND LIABILITIES, NET (0.03%) 3,712 --------- ------------ TOTAL NET ASSETS (100.00%) $13,733,430 ========= ============ * Non-income producing security. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Technology Fund Schedule of Investments December 31, 2000 - ------------------------------------------------------------------------------ The Schedule of Investments is a complete list of all securities owned by the V.A. Technology Fund on December 31, 2000. It is divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- ------------ ------------ COMMON STOCKS Computer - Graphics (1.34%) Cadence Design Systems, Inc.* 6,850 $188,375 ------------ Computer - Internet Services (10.56%) America Online, Inc.* 10,325 359,310 Art Technology Group, Inc.* 3,800 116,138 Ask Jeeves, Inc.* 2,820 6,874 DoubleClick, Inc.* 700 7,700 Exodus Communications, Inc.* 7,700 154,000 Exult, Inc.* 3,400 45,050 Genuity, Inc.* 5,000 25,312 Infospace, Inc.* 6,750 59,696 Inktomi Corp.* 2,975 53,178 Openwave Systems, Inc.* 2,600 124,638 Portal Software, Inc.* 3,300 25,884 RealNetworks, Inc.* 5,750 49,953 ScreamingMedia, Inc.* 8,350 25,050 TIBCO Software, Inc.* 2,500 119,844 VeriSign, Inc.* 2,300 170,631 VerticalNet, Inc.* 3,000 19,969 Viant Corp.* 1,700 6,747 Vignette Corp.* 6,250 112,500 ------------ 1,482,474 ------------ Computer - Local Networks (5.24%) Cisco Systems, Inc.* 10,500 401,625 JNI Corp.* 3,300 74,869 Lucent Technologies, Inc. 2,600 35,100 Network Appliance, Inc.* 3,500 224,656 ------------ 736,250 ------------ Computer - Memory Devices (6.97%) EMC Corp.* 6,600 438,900 Emulex Corp.* 2,400 191,850 VERITAS Software Corp.* 3,775 330,312 Western Digital Corp.* 6,950 16,941 ------------ 978,003 ------------ Computer - Micro/Macro (1.44%) Dell Computer Corp.* 6,600 115,088 Gateway, Inc.* 4,800 86,352 ------------ 201,440 ------------ Computer - Services (0.64%) Unisys Corp.* 6,150 89,944 ------------ Computer - Software (17.35%) BEA Systems, Inc.* 6,550 440,897 Citrix Systems, Inc.* 10,300 231,750 i2 Technologies, Inc.* 4,300 233,812 Mercury Interactive Corp.* 6,075 548,269 Microsoft Corp.* 2,000 86,750 Oracle Corp.* 12,150 353,109 Networks Associates, Inc.* 3,000 12,562 Parametric Technology Corp.* 9,900 133,031 Rational Software Corp.* 5,650 219,997 SmartForce Plc,* American Depositary Receipt (ADR) (Ireland) 4,700 176,544 ------------ 2,436,721 ------------ Electronics - Components Misc. (5.37%) Sanmina Corp.* 2,800 214,550 SCI Systems, Inc.* 3,800 100,225 Solectron Corp.* 12,950 439,005 ------------ 753,780 ------------ Electronics - Products Misc. (1.70%) Aeroflex, Inc.* 8,300 239,273 ------------ Electronics - Semiconductor Components (10.70%) Altera Corp.* 2,650 69,728 Amkor Technology, Inc.* 3,250 50,426 Analog Devices, Inc.* 5,350 273,853 Applied Materials, Inc.* 4,725 180,436 Applied Science & Technology, Inc.* 1,200 14,400 ASM Lithography Holding N.V.* (Netherlands) 3,500 78,969 Atmel Corp.* 13,250 154,031 Cypress Semiconductor Corp.* 4,750 93,516 Integrated Device Technology, Inc.* 4,150 137,469 Intel Corp. 2,000 60,125 KLA-Tencor Corp.* 2,800 94,325 Micron Technology, Inc. 7,100 252,050 PRI Automation, Inc.* 2,300 43,125 ------------ 1,502,453 ------------ Fiber Optics (7.06%) CIENA Corp.* 3,500 284,375 Corning, Inc. 5,900 311,594 Finisar Corp.* 7,050 204,450 JDS Uniphase Corp.* 3,100 129,231 Sycamore Networks, Inc.* 1,650 61,462 ------------ 991,112 ------------ Media - Radio/TV (0.36%) Infinity Broadcasting Corp. (Class A)* 1,800 50,287 ------------ Telecom - Equipment (4.91%) Advanced Fibre Communications, Inc.* 4,150 74,959 ANTEC Corp.* 1,220 9,646 Nokia Corp. (ADR) (Finland) 5,750 250,125 Nortel Networks Corp. (Canada) 6,400 205,200 QUALCOMM, Inc.* 1,550 127,391 Tut Systems, Inc.* 2,750 22,687 ------------ 690,008 ------------ Telecom - Services (1.44%) Global Crossing Ltd.* (Bermuda) 9,250 132,391 Global Light Telecommunications, Inc.* (Canada) 1,600 6,960 Metromedia Fiber Network, Inc. (Class A)* 5,300 53,663 Primus Telecommunications Group, Inc. * 4,250 9,828 ------------ 202,842 ------------ TOTAL COMMON STOCKS (Cost $14,432,054) (75.08%) 10,542,962 ------------ INTEREST PAR VALUE RATE (000s OMITTED) -------- -------------- SHORT-TERM INVESTMENTS Government - U.S. Agencies (10.68%) FHLMC Discount Note Due 01-02-01 5.05% $1,500 1,499,369 ------------ Joint Repurchase Agreement (19.57%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 12-29-00, due 01-02-01 (Secured by U.S. Treasury Bonds, 6.750% thru 8.875%, due 08-15-17 thru 08-15-26) - Note B 5.95 2,748 2,747,789 ------------ Corporate Savings Account (0.00%) Investors Bank & Trust Company Daily Interest Savings Account Current Rate 5.20% 792 ------------ TOTAL SHORT-TERM INVESTMENTS (30.25%) 4,247,950 --------- ------------ TOTAL INVESTMENTS (105.33%) 14,790,912 --------- ------------ OTHER ASSETS AND LIABILITIES, NET (5.33%) (748,868) --------- ------------ TOTAL NET ASSETS (100.00%) $14,042,044 ========= ============ * Non-income producing security Parenthetical disclosure of a foreign country in the security description represents country of foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. Portfolio Concentration December 31, 2000 (Unaudited) - ----------------------------------------------------------------------- The V.A. Technology Fund invests primarily in equity securities of technology companies in the United States and abroad. The concentration of investments by industry category for individual securities held by the Fund is shown in the schedule of investments. In addition, concentration of investments can be aggregated by various countries. The table below shows the percentage of the Fund's investments at December 31, 2000 assigned to the various countries. MARKET VALUE AS A % COUNTRY DIVERSIFICATION OF FUND NET ASSETS - ----------------------- ------------------ Bermuda 0.94% Canada 1.51 Finland 1.78 Ireland 1.26 Netherlands 0.56 United States 99.28 ------- TOTAL INVESTMENTS 105.33% ======= See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Bond Fund Schedule of Investments December 31, 2000 - -------------------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. Bond Fund on December 31, 2000. It is divided into three main categories: bonds, warrants and short-term investments. Bonds and warrants are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. INTEREST CREDIT PAR VALUE MARKET ISSUER, DESCRIPTION RATE RATING* (000s OMITTED) VALUE - -------------------------- -------- ------- -------------- ------------- BONDS Aerospace (0.70%) Lockheed Martin Corp., Bond 12-01-29 8.500% BBB- $75 $84,880 Raytheon Co., Note 03-01-03 7.900 BBB- 40 41,017 Note 03-01-10 8.300 BBB- 45 49,135 ------------- 175,032 ------------- Automobile/Trucks (0.66%) ERAC USA Finance Co., Note 02-15-05 (R) 6.625 BBB+ 19 18,426 Note 12-15-09 (R) 7.950 BBB+ 35 36,094 Ford Capital B.V., Gtd Deb (Netherlands) 05-15-02 (Y) 9.875 A 50 52,044 Ford Motor Co., Note 07-16-31 7.450 A 65 60,161 ------------- 166,725 ------------- Banks - Foreign (0.83%) Abbey National First Capital, B.V., Sub Note (United Kingdom) 10-15-04 (Y) 8.200 AA- 30 31,849 Royal Bank of Scotland Plc, Bond (United Kingdom) 03-31-05 (Y) 8.817 A- 30 31,641 Scotland International Finance No. 2, B.V., Gtd Sub Note (Netherlands) 11-01-06 (R) (Y) 8.850 A 95 104,251 UBS PFD Funding Trust I, Gtd Bond 10-01-49 8.622# AA- 40 41,905 ------------- 209,646 ------------- Banks - United States (0.94%) Bank of America Corp., Jr Sub Note 02-15-10 7.800 A 60 62,441 Bank of New York, Cap Security 12-01-26 (R) 7.780 A- 50 46,179 BNP Paribas Capital Trust, Sub Note 12-27-49 (R) 9.003# A- 45 46,849 National Westminster Bank Plc -- New York Branch, Sub Note 05-01-01 9.450 A+ 5 5,041 NB Capital Trust IV, Gtd Cap Security 04-15-27 8.250 A- 20 18,837 RBSG Capital Corp., Gtd Cap Note 03-01-04 10.125 A 15 16,467 Security Pacific Corp., Sub Note 03-01-01 11.000 A 40 40,260 ------------- 236,074 ------------- Beverages (0.12%) Canandaigua Brands, Inc., Sr Sub Note Ser C 12-15-03 8.750 B+ 30 29,700 ------------- Chemicals (0.17%) Akzo Nobel, Inc., Bond 11-15-03 (R) 6.000 A- 45 43,614 ------------- Cosmetics & Personal Care (0.19%) Procter & Gamble Co., Deb 01-15-26 6.450 AA 50 47,919 ------------- Energy (0.63%) Enron Corp., Note 08-15-05 (R) 8.000 BBB+ 60 62,402 MidAmerican Energy Holdings, Sr Bond 09-15-28 8.480 BBB- 60 64,901 P&L Coal Holdings Corp., Sr Sub Note Ser B 05-15-08 9.625 B 30 30,000 ------------- 157,303 ------------- Finance (4.32%) Boeing Capital Corp., Sr Note 09-27-10 7.375 AA- 60 64,577 Bombardier Capital, Inc., Note 01-15-02 (R) 6.000 A- 30 29,859 Citigroup, Inc., Sub Note 10-01-10 7.250 A+ 85 87,958 EES Coke Battery Co., Inc., Sr Sec Note Ser A 04-15-02 (R) 7.125 BBB 3 3,194 Ford Credit Auto Owner Trust, Pass Thru Ctf Ser 2000-F Class A-3 11-15-04 6.580 AAA 115 116,905 Ford Motor Credit Co., Note 04-28-03 6.125 A 35 34,771 General Electric Capital Corp., Med Term Note Ser A 11-15-10 6.875 AAA 65 68,044 General Motors Acceptance Corp., Note 07-15-05 7.500 A 60 61,726 Household Finance Corp., Note 11-01-02 5.875 A 70 69,431 Sr Unsub Note 02-01-09 5.875 A 30 27,572 HSBC Capital Funding, L.P., Gtd Note (Channel Islands) 12-31-49 (R) (Y) 9.547# A- 55 60,338 ING Capital Funding Trust III, Gtd Trust Preferred Security 12-31-49 8.439# A 50 50,756 Marlin Water Trust/Marlin Water Capital Corp., Sr Sec Note 12-15-01 (R) 7.090 BBB 30 30,039 Midland Funding Corp. I, Deb Ser C-94 07-23-02 10.330 BBB- 7 6,882 Sec Deb Ser C-91 07-23-02 10.330 BBB- 9 9,584 Midland Funding Corp. II, Deb Ser A 07-23-05 11.750 BB+ 65 68,843 MMCA Automobile Trust, Pass Thru Ctf Ser 2000-2 Class A-4 06-15-05 6.860 AAA 100 102,182 Nisource Finance Corp., Gtd Bond 11-15-10 (R) 7.875 BBB 55 57,528 Spear Leeds & Kellogg, L.P., Note 08-15-05 (R) 8.250 A+ 40 42,393 Toyota Auto Receivables Owner Trust, Asset Backed Note Ser 2000-B Class A-4 04-15-07 6.800 AAA 90 91,800 Yanacocha Receivables Master Trust, Pass Thru Cert Ser 1997-A 06-15-04 (R) 8.400 BBB- 3 2,972 ------------- 1,087,354 ------------- Food (0.20%) Earthgrains Co. (The), Note 08-01-03 8.375 BBB 50 50,665 ------------- Government - Foreign (0.39%) Nova Scotia, Province of, Deb (Canada) 11-15-19 (Y) 8.250 A- 20 23,285 Quebec, Province of, Deb (Canada) 09-15-29 (Y) 7.500 A+ 70 74,704 ------------- 97,989 ------------- Government - U.S. (36.85%) United States Treasury, Bond 08-15-17 8.875 AAA 482 655,144 Bond 02-15-23 7.125 AAA 1,360 1,620,522 Bond 08-15-29 6.125 AAA 230 250,162 Note 08-15-03 5.750 AAA 1,665 1,689,192 Note 02-15-05 7.500 AAA 1,025 1,114,524 Note 07-15-06 7.000 AAA 1,142 1,242,998 Note 05-15-08 5.625 AAA 2,375 2,437,344 Note 08-15-10 5.750 AAA 255 267,232 ------------- 9,277,118 ------------- Government - U.S. Agencies (24.03%) Federal National Mortgage Assn., 15 Yr Pass Thru Ctf 12-01-12 6.500 AAA 31 31,120 15 Yr Pass Thru Ctf 11-01-14 7.000 AAA 52 53,032 30 Yr Pass Thru Ctf 06-01-29 6.000 AAA 19 18,200 Note 04-15-03 5.750 AAA 310 310,629 Note 09-15-09 6.625 AAA 780 812,783 Note 01-15-30 7.125 AAA 240 268,649 Pass Thru Ctf Ser 1997-M8 Class A-1 01-25-22 6.940 AAA 3 2,684 Government National Mortgage Assn., 30 Yr Pass thru Ctf 07-15-26 8.000 AAA 23 23,747 30 Yr Pass Thru Ctf 04-15-28 to 06-15-29 6.500 AAA 3,153 3,117,377 30 Yr Pass Thru Ctf 06-15-28 to 07-15-29 7.000 AAA 1,284 1,289,673 30 Yr Pass Thru Ctf 10-15-29 to 10-15-30 7.500 AAA 118 120,016 ------------- 6,047,910 ------------- Insurance (0.61%) AXA, Sub Note (France) 12-15-30 (Y) 8.600 A- 50 51,815 Equitable Life Assurance Society USA, Surplus Note 12-01-05 (R) 6.950 A+ 15 15,099 Massachusetts Mutual Life Insurance Co., Surplus Note 11-15-23 (R) 7.625 AA 5 4,928 MONY Group, Inc. (The), Sr Note 12-15-05 7.450 A- 30 30,447 New York Life Insurance Co., Surplus Note 12-15-23 (R) 7.500 AA- 5 4,449 Sun Canada Financial Co., Gtd Sub Note 12-15-07 (R) 6.625 AA- 20 19,732 URC Holdings Corp., Sr Note 06-30-06 (R) 7.875 A- 25 25,989 ------------- 152,459 ------------- Leisure (0.31%) HMH Properties, Inc., Gtd Sr Note Ser A 08-01-05 7.875 BB 30 28,875 MGM Mirage, Inc., Gtd Sr Note 09-15-10 8.500 BBB- 30 30,749 Waterford Gaming LLC/Waterford Gaming Finance Corp., Sr Note 03-15-10 (R) 9.500 B+ 20 19,100 ------------- 78,724 ------------- Media (2.27%) Adelphia Communications Corp., Sr Note Ser B 10-01-02 9.250 B+ 17 16,405 Sr Note Ser B 07-15-03 8.125 B+ 15 13,931 British Sky Broadcasting Group Plc, Gtd Sr Note (United Kingdom) 07-15-09 (Y) 8.200 BB+ 40 37,638 Clear Channel Communications, Inc., Note 06-15-05 7.875 BBB- 40 41,337 Continental Cablevision, Inc., Sr Note 05-15-06 8.300 A 60 62,316 CSC Holdings, Inc., Sr Note Ser B 07-15-09 8.125 BB+ 55 55,525 Sr Sub Deb 05-15-16 10.500 BB- 20 21,900 Garden State Newspapers, Inc., Sr Sub Note 07-01-11 8.625 B+ 45 40,725 Jones Intercable, Inc., Sr Note 04-15-08 7.625 BBB 90 91,301 Lenfest Communications, Inc., Sr Note 11-01-05 8.375 BBB 40 42,822 Mediacom LLC/Mediacom Capital Corp., Sr Note Ser B 04-15-08 8.500 B+ 20 18,300 News America Holdings, Inc., Gtd Sr Deb 08-10-18 8.250 BBB- 20 18,418 TCI Communications, Inc., Sr Deb 02-15-26 7.875 A 45 42,261 Time Warner, Inc., Deb 01-15-13 9.125 BBB 58 67,415 ------------- 570,294 ------------- Medical (0.46%) Dynacare, Inc., Sr Note (Canada) 01-15-06 (Y) 10.750 B+ 37 35,520 Fresenius Medical Care Capital Trust II, Gtd Trust Preferred Security 02-01-08 7.875 B+ 10 9,225 HCA - The Healthcare Co., Note 09-01-10 8.750 BB+ 20 21,050 Quest Diagnostics, Inc., Sr Sub Note 12-15-06 10.750 B+ 23 24,495 Tenet Healthcare Corp., Sr Note 01-15-05 8.000 BB+ 25 25,313 ------------- 115,603 ------------- Metal (0.32%) WMC Finance (USA), Ltd., Gtd Note (Australia) 11-15-03 (Y) 6.500 A 80 80,029 ------------- Mortgage Banking (5.52%) AMRESCO Residential Securities Corp. Mortgage Loan Trust, Pass Thru Ctf Ser 1998-1 Class A-6 08-25-27 6.510 AAA 150 149,555 Citibank Credit Card Master Trust I, Class A Credit Card Part Cert Ser 1997-2 02-15-04 6.550 AAA 130 130,650 Commercial Mortgage Acceptance Corp., Pass Thru Ctf Ser 1999-C1 Class A-1 08-15-08 6.790 Aaa 73 74,577 ContiMortgage Home Equity Loan Trust, Pass Thru Ctf Ser 1995-2 Class A-5 08-15-25 8.100 AAA 10 10,063 Credit Suisse First Boston Mortgage Securities Corp., Commercial Mtg Pass Thru Ctf Ser 1998-C1 Class A-1A 12-17-07 6.260 AAA 20 20,221 EQCC Home Equity Loan Trust, Pass Thru Ctf Ser 1997-3 Class A-9 02-15-29 6.570 AAA 145 144,297 GMAC Commercial Mortgage Securities, Inc., Pass Thru Ctf Ser 1997-C1 Class A-2 09-15-06 6.853 Aaa 50 50,953 Pass Thru Ctf Ser 1997-C2 Class A-3 11-15-07 6.566 Aaa 175 174,631 IMC Home Equity Loan Trust, Pass Thru Ctf Ser 1998-1 Class A-4 03-20-25 6.600 AAA 15 14,864 LB Commercial Conduit Mortgage Trust, Pass Thru Ctf Ser 1999-C1 Class A-1 08-15-07 6.410 Aaa 52 51,851 Money Store Home Equity Trust (The), Pass Thru Ctf Ser 1997-D Class AF-7 12-15-38 6.485 AAA 16 15,840 Morgan Stanley Capital I, Inc., Pass Thru Ctf Ser 1997-WF1 Class A-1 10-15-06 (R) 6.830 AAA 228 230,773 Pass Thru Ctf Ser 1999-CAM1 Class A-3 11-15-08 6.920 AAA 140 143,866 Salomon Brothers Mortgage Securities VII, Inc., Mtg Pass Thru Ctf Ser 1997-HUD2 Class A-2 07-25-24 6.750 Aaa 6 5,987 Saxon Asset Securities Trust, Pass Thru Ctf Ser 2000-2 Class AF-2 06-25-15 7.965 AAA 105 106,805 UCFC Home Equity Loan Trust, Pass Thru Ctf Ser 1997-A1 Class A-8 06-15-28 7.220 AAA 9 9,103 Pass Thru Ctf Ser 1997-B Class A-6 10-15-28 6.900 AAA 55 55,453 ------------- 1,389,489 ------------- Oil & Gas (1.90%) Alberta Energy Co., Ltd., Note (Canada) 09-15-30 (Y) 8.125 BBB+ 45 48,028 Amerada Hess Corp., Bond 10-01-29 7.875 BBB+ 70 73,390 Apache Finance Canada Corp., Note (Canada) 12-15-29 (Y) 7.750 BBB+ 75 79,207 El Paso Energy Corp., Med Term Note 10-15-30 8.050 BBB 75 78,926 Louis Dreyfus Natural Gas Corp., Note 12-01-07 6.875 BBB 40 39,697 Occidental Petroleum Corp., Sr Deb 09-15-09 10.125 BBB- 15 17,837 Ocean Energy, Inc., Gtd Sr Sub Note Ser B 07-15-07 8.875 BB+ 20 20,700 Petroleum Geo-Services ASA, Sr Note (Norway) 03-30-28 (Y) 7.125 BBB 50 40,692 Santa Fe Snyder Corp., Sr Sub Note 06-15-07 8.750 BBB+ 20 21,132 Tosco Corp., Note 02-15-30 8.125 BBB 55 59,173 ------------- 478,782 ------------- Paper & Paper Products (0.19%) International Paper Co., Note 07-08-05 (R) 8.125 BBB+ 45 46,637 ------------- Real Estate Investment Trust (0.57%) American Health Properties, Inc., Note 01-15-07 7.500 BBB- 20 19,080 Cabot Industrial Properties, L.P., Note 05-01-04 7.125 BBB- 25 24,925 Camden Property Trust, Sr Note 04-15-04 7.000 BBB 30 29,801 Liberty Property, L.P., Med Term Note 06-05-02 6.600 BBB- 40 41,037 ProLogis Trust, Sr Note 04-15-04 6.700 BBB+ 25 24,756 TriNet Corporate Realty Trust, Inc., Note 05-15-01 7.300 BB 5 4,913 ------------- 144,512 ------------- Telecommunications (2.01%) BellSouth Capital Funding Corp., Deb 02-15-30 7.875 AA- 50 51,556 Clearnet Communications, Inc., Sr Disc Note, Step Coupon (10.125%, 05-01-04) (Canada) 05-01-09 (A) (Y) Zero B3 30 24,000 Cox Communications, Inc., Note 11-01-10 7.750 BBB 40 41,321 Dominion Resources, Inc., Sr Note Ser A 06-15-10 8.125 BBB+ 60 65,217 LCI International, Inc., Sr Note 06-15-07 7.250 BBB+ 30 29,978 McLeodUSA, Inc., Sr Note 11-01-08 9.500 B+ 25 22,750 MetroNet Communications Corp., Sr Note (Canada) 08-15-07 (Y) 12.000 BBB 15 16,500 NTL Communications Corp., Sr Note Ser B 10-01-08 11.500 B 40 35,600 Qwest Capital Funding, Inc., Gtd Note 07-15-28 6.875 BBB+ 65 57,407 TeleCorp PCS, Inc., Sr Sub Disc Note, Step Coupon (11.625%, 04-15-04) 04-15-09 (A) Zero B3 25 17,000 Verizon Global Funding Corp., Bond 12-01-30 (R) 7.750 A+ 70 72,073 VoiceStream Wireless Corp., Sr Note 09-15-09 11.500 CCC+ 20 21,950 Sr Note 11-15-09 10.375 B- 10 10,775 WorldCom, Inc., Note 05-15-06 8.000 A- 40 40,864 ------------- 506,991 ------------- Transportation (2.55%) America West Airlines, Pass Thru Ctf Ser 1996-1B 01-02-08 6.930 A- 3 3,290 Burlington Northern & Santa Fe Railway Co., Deb 08-15-30 7.950 BBB+ 70 72,758 Continental Airlines, Inc., Pass Thru Ctf Ser 1997-2C 06-30-04 7.206 BBB 102 101,835 Pass Thru Ctf Ser 1999-1A 02-02-19 6.545 AA+ 58 56,722 Delta Air Lines, Inc., Pass Thru Ctf Ser 2000-1 Class A-2 11-18-10 7.570 AAA 45 47,655 Northwest Airlines, Inc., Gtd Note 03-15-04 8.375 BB 25 24,536 Pass Thru Ctf Ser 1996-1D 01-02-15 8.970 BBB- 5 4,772 NWA Trust, Sr Note Ser A 12-21-12 9.250 AA 37 41,165 Railcar Trust No. 1992-1, Pass Thru Ser 1992-1 Class A 06-01-04 7.750 AAA 61 62,568 United Air Lines, Inc., Pass Thru Ctf Ser 2000-1 Class A-1 01-01-14 7.783 AAA 75 78,191 Pass Thru Ctf Ser 2000-2 Class A-1 04-01-12 7.032 AAA 70 70,398 US Airways, Inc., Pass Thru Ctf Ser 1989-A2 01-01-13 9.820 BB- 40 35,650 Pass Thru Ctf Ser 1990-A1 03-19-05 11.200 BB- 35 35,994 Wisconsin Central Transportation Corp., Note 04-15-08 6.625 BBB- 8 7,479 ------------- 643,013 ------------- Utilities (5.53%) AES Corp., Sr Note 06-01-09 9.500 BB 35 36,225 Sr Note 09-15-10 9.375 BB 20 20,350 Sr Sub Note 07-15-06 10.250 B+ 10 10,400 AES Eastern Energy, L.P., Pass Thru Ctf Ser 1999-A 01-02-17 9.000 BBB- 25 25,755 Avon Energy Partners Holdings, Sr Note (United Kingdom) 12-11-02 (R) (Y) 6.730 BBB+ 40 39,693 Beaver Valley Funding Corp., Deb 06-01-07 8.625 BB- 60 62,145 Sec Lease Oblig Bond 06-01-17 9.000 BB- 23 25,081 BVPS II Funding Corp., Collateralized Lease Bond 06-01-17 8.890 BB- 5 5,512 Calpine Corp., Sr Note 08-15-05 8.250 BB+ 70 71,004 Sr Note 04-01-08 7.875 BB+ 15 14,700 Cleveland Electric Illuminating Co., 1st Mtg Ser B 05-15-05 9.500 BB+ 45 46,575 Sr Sec Note Ser D 11-01-17 7.880 BB+ 20 20,401 CMS Energy Corp., Sr Note 05-15-02 8.125 BB 60 60,023 Sr Note 10-15-07 9.875 BB 15 15,563 Sr Note Ser B 01-15-04 6.750 BB 55 51,975 Connecticut Light & Power Co., 1st Mtg Ser C 06-01-02 7.750 BBB- 45 45,177 East Coast Power LLC, Sr Sec Note 03-31-12 7.066 BBB- 30 28,730 EIP Funding-PNM, Sec Fac Bond 10-01-12 10.250 BBB- 38 42,370 GG1B Funding Corp., Deb 01-15-11 7.430 BBB- 25 24,523 Hydro-Quebec, Gtd Bond (Canada) 02-01-21 (Y) 9.400 A+ 30 37,800 Gtd Bond Ser HY (Canada) 01-15-22 (Y) 8.400 A+ 20 23,636 Iberdrola International B.V., Note 10-01-02 7.500 AA- 35 35,833 Keyspan Corp., Note 11-15-10 7.625 A 45 47,768 Long Island Lighting Co., Deb 03-15-23 8.200 A- 40 39,800 Niagara Mohawk Power Corp., Sec Fac Bond 01-01-18 8.770 BBB 44 46,317 North Atlantic Energy Corp., 1st Mtg Ser A 06-01-02 9.050 BB+ 15 15,211 Northeast Utilities, Note Ser A 12-01-06 8.580 BB+ 6 6,366 PECO Energy Transition Trust, Pass Thru Ctf Ser 1999-A Class A-6 03-01-09 6.050 AAA 35 34,627 Pass Thru Ctf Ser 2000-A Class A-3 03-01-10 7.625 AAA 125 134,541 Pinnacle One Partners, L.P., Sr Note 08-15-04 (R) 8.830 BBB- 25 25,657 PNPP II Funding Corp., Deb 05-30-16 9.120 BB- 40 43,271 Puget Sound Energy, Inc., 1st Mtg Med Term Note Ser C 02-01-11 7.690 A- 40 41,786 Sierra Pacific Resources, Note 05-15-05 8.750 BBB 45 47,163 TXU Corp., Gtd Note 01-30-37 8.175 BBB- 35 33,121 Waterford 3 Funding Corp., Sec Lease Oblig Bond 01-02-17 8.090 BBB- 61 63,217 Xcel Energy, Inc., Sr Note 12-01-10 7.000 BBB+ 70 70,075 ------------- 1,392,391 ------------- TOTAL BONDS (Cost $22,605,396) (92.27%) 23,225,973 --------- ------------- NUMBER OF WARRANTS ----------- WARRANTS Telecommunications (0.00%) MetroNet Communications Corp. (Canada) (R) (Y) * 5 475 ------------- TOTAL WARRANTS (Cost $51) (0.00%) 475 --------- ------------- INTEREST PAR VALUE RATE (000s OMITTED) --------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (6.38%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 12-29-00, due 01-02-01 (Secured by U.S. Treasury Bonds, 6.750% thru 8.875%, due 08-15-17 thru 08-15-26) - Note B 5.950% $1,606 $1,606,000 ------------ Corporate Savings Account (0.00%) Investors Bank & Trust Company Daily Interest Savings Account Current Rate 5.20% 749 ------------ TOTAL SHORT-TERM INVESTMENTS (6.38%) 1,606,749 --------- ------------ TOTAL INVESTMENTS (98.65%) 24,833,197 --------- ------------ OTHER ASSETS AND LIABILITIES, NET (1.35%) 339,520 --------- ------------ TOTAL NET ASSETS (100.00%) $25,172,717 ========= ============ (A) Cash interest will be paid on this obligation at the stated rate beginning on the stated date. (R) These securities are exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold, normally to qualified institutional buyers, in transactions exempt from registration. Rule 144A securities amounted to $1,088,743 or 4.33% of net assets as of December 31, 2000. (Y) Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer; however, security is U.S. dollar denominated. * Non-income producing security. ** Credit ratings are unaudited and rated by Standard & Poor's where available, or Moody's Investor Services or John Hancock Advisers, Inc., where Standard & Poor's ratings are not available. # Represents rate in effect on December 31, 2000. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. High Yield Bond Fund Schedule of Investments December 31, 2000 - ----------------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. High Yield Bond Fund on December 31, 2000. It is divided into four main categories: bonds, common stocks, pre ferred stocks and warrants, and short-term investments. Bonds are further broken down by industry group. Short-term invest ments, which represent the Fund's "cash" position, are listed last. INTEREST CREDIT PAR VALUE MARKET ISSUER, DESCRIPTION RATE RATING* (000s OMITTED) VALUE - ------------------------------------------ --------- ---------- -------------- ------------- BONDS Aerospace (0.06%) Compass Aerospace Corp., Gtd Sr Sub Note Ser D 04-15-05 10.125% CCC- $25 $4,250 ------------- Agricultural Operations (0.03%) Iowa Select Farms L.P./ISF Finance, Inc., Sr Sub Note 12-01-05 (B) (R) 10.750 D 10 2,200 ------------- Automobile/Trucks (0.91%) AM General Corp., Sr Note Ser B 05-01-02 12.875 B 50 46,500 J.B. Poindexter & Co., Inc., Sr Note 05-15-04 12.500 B 25 19,500 ------------- 66,000 ------------- Building (0.24%) Amatek Industries Property Ltd., Sr Sub Note (Australia) 02-15-08 (Y) 12.000 B 25 17,000 ------------- Business Services - Misc. (0.19%) AP Holdings, Inc., Sr Disc Note, Step Coupon (11.25%, 03-15-03) 03-15-08 (A) Zero CCC+ 200 14,000 ------------- Chemicals (2.87%) Huntsman ICI Chemicals LLC, Sr Sub Note 07-01-09 10.125 B+ 100 95,000 Huntsman ICI Holdings LLC, Sr Disc Note 12-31-09 Zero B+ 75 20,531 Trikem S.A., Bond (Brazil) 07-24-07 (R) (Y) 10.625 B+ 125 91,250 ------------- 206,781 ------------- Consumer Products Misc. (0.82%) Diamond Brands Operating Corp., Sr Sub Note 04-15-08 10.125 CCC 100 40,000 Indesco International, Inc., Sr Sub Note 04-15-08 9.750 D 100 19,000 ------------- 59,000 ------------- Containers (3.71%) Gaylord Container Corp., Sr Note Ser B 06-15-07 9.375 B- 15 9,450 Sr Sub Note Ser B 02-15-08 9.875 CCC+ 100 40,000 Kappa Beheer B.V., Sr Sub Bond (Netherlands) 07-15-09 (Y) 10.625 B 75 75,750 Sr Sub Bond, Step Coupon (12.50%, 07-15-04) (Netherlands) 07-15-09 (A) (E) Zero B 100 64,232 Riverwood International Corp., Gtd Sr Sub Note 04-01-08 10.875 CCC+ 20 17,900 Stone Container Corp., Unit (Sr Sub Deb & Supplemental Int Cert) 04-01-02 12.250 B- 60 60,600 ------------- 267,932 ------------- Cosmetics & Personal Care (0.08%) Global Health Sciences, Inc., Gtd Sr Note 05-01-08 (B) 11.000 D 75 6,000 ------------- Diversified Operations (0.84%) Diamond Holdings Plc, Bond (United Kingdom) 02-01-08 # 10.000 B- 50 60,462 ------------- Energy (1.48%) AEI Resources, Inc./AEI Resources Holdings, Inc., Gtd Note 12-15-05 (R) 10.500 CCC- 75 6,750 P&L Coal Holdings Corp., Sr Sub Note Ser B 05-15-08 9.625 B 100 100,000 ------------- 106,750 ------------- Food (3.11%) Agrilink Foods, Inc., Sr Sub Note 11-01-08 11.875 B 100 66,500 Mastellone Hermanos S.A., Sr Note (Argentina) 04-01-08 (Y) 11.750 B+ 125 86,250 RAB Holdings, Inc., Sr Note 05-01-08 (R) 13.000 Caa2 120 72,000 ------------- 224,750 ------------- Insurance (0.62%) Willis Corroon Corp., Gtd Sr Sub Note 02-01-09 9.000 B+ 50 44,750 ------------- Leisure (2.02%) Claridge Hotel & Casino Corp., 1st Mtg Note 02-01-02 (B) 11.750 Ca1 50 35,000 Fitzgeralds Gaming Corp., Gtd Sr Sec Note Ser B 12-15-04 (B) 12.250 Caa1 50 28,000 Production Resource Group LLC, Sr Sub Note 01-15-08 11.500 CCC- 25 5,250 SC International Services, Inc., Sr Sub Note Ser B 09-01-07 9.250 B 30 28,500 Trump Atlantic City Associates, 1st Mtg Note 05-01-06 11.250 B- 75 49,125 ------------- 145,875 ------------- Machinery (0.23%) Glasstech, Inc., Sr Note Ser B 07-01-04 12.750 B3 25 16,250 ------------- Manufacturing (0.17%) ICON Health & Fitness, Inc., Gtd Note 09-27-05 12.000 B 22 12,210 ------------- Media (3.31%) DIVA Systems Corp., Sr Disc Note Ser B, Step Coupon (12.625%, 03-01-03) 03-01-08 (A) Zero B- 50 20,000 Pegasus Communications Corp., Sr Note Ser B 08-01-07 12.500 CCC+ 35 36,400 Regional Independent Media Group Plc, Sr Disc Note, Step Coupon (12.875%, 07-01-03) (United Kingdom) 07-01-08 (A) # Zero B- 20 23,737 Sr Note (United Kingdom) 07-01-08 (Y) 10.500 B- 5 5,112 Sirius Satellite Radio, Inc., Sr Disc Note, Step Coupon (15.00%, 12-01-02) 12-01-07 (A) Zero CCC+ 110 45,100 United International Holdings, Inc., Sr Disc Note, Step Coupon (10.75%, 02-15-03) 02-15-08 (A) Zero B- 75 29,250 XM Satellite Radio, Inc., Sr Sec Note 03-15-10 14.000 CCC+ 150 79,500 ------------- 239,099 ------------- Medical (0.55%) Total Renal Care Holdings, Inc., Conv Sub Note 05-15-09 (R) 7.000 B- 50 39,375 ------------- Metal (6.38%) Apatief Freeport Finance Co. B.V. (P.T.), Sr Note 04-15-01 9.750 CCC+ 280 263,200 Doe Run Resources Corp., Gtd Sr Note Ser B 03-15-03 13.070*** B- 25 12,500 Gtd Sr Note Ser B 03-15-05 11.250 B- 10 5,000 Freeport-McMoRan Copper & Gold, Inc., Sr Note 11-15-06 7.500 CCC+ 75 44,250 Golden Northwest Aluminum, Inc., 1st Mtg Note 12-15-06 12.000 BB- 25 22,250 Great Lakes Acquisition Corp., Sr Disc Deb, Step Coupon (13.125%, 05-15-03) 05-15-09 (A) Zero B- 200 36,000 TVX Gold, Inc., Conv Sub Note (Canada) 03-28-02 (Y) 5.000 B- 100 77,000 ------------- 460,200 ------------- Oil & Gas (8.99%) Comstock Resources, Inc., Gtd Sr Note 05-01-07 11.250 B 75 77,438 Giant Industries, Inc., Sr Sub Note 11-15-03 9.750 B+ 25 24,312 Gothic Production Corp., Sr Sec Note Ser B 05-01-05 11.125 CCC 100 107,000 Key Energy Services, Inc., Conv Sub Note 09-15-04 5.000 B3 143 120,120 Conv Sub Note 09-15-04 (R) 5.000 B3 80 67,200 Sr Sub Note Ser B 01-15-09 14.000 B- 100 113,750 Mariner Energy, Inc., Sr Sub Note Ser B 08-01-06 10.500 B- 10 9,600 Ocean Rig Norway A.S., Gtd Sr Sec Note (Norway) 06-01-08 (Y) 10.250 B- 55 48,400 Universal Compression, Inc., Sr Disc Note, Step Coupon (9.875%, 02-15-03) 02-15-08 (A) Zero B 100 81,000 ------------- 648,820 ------------- Paper & Paper Products (3.25%) APP China Group Ltd., Unit (Sr Disc Note & Warrant) (Indonesia) 03-15-10 (R) (Y) 14.000 CCC+ 250 95,000 APP Finance (VII) Mauritius Ltd., Gtd Note (Indonesia) 04-30-03 (R) (Y) 3.500 CCC+ 10 3,100 Grupo Industrial Durango, S.A., Note (Mexico) 08-01-03 (Y) 12.625 BB- 125 126,563 Sappi BVI Finance Ltd., Gtd Conv Bond (South Africa) 08-01-02 (R) (Y) 7.500 BB- 10 9,745 ------------- 234,408 ------------- Real Estate Operations (0.01%) Signature Resorts, Inc., Conv Sub Note 01-15-07 (B) 5.750 Caa1 35 875 ------------- Retail (0.73%) Imperial Home Decor Group, Inc, Gtd Sr Sub Note 03-15-08 (B) 11.000 C 125 625 SpinCycle, Inc., Sr Disc Note, Step Coupon (12.75%, 05-01-01) 05-01-05 (A) Zero CCC+ 25 7,250 St. John Knits International, Inc., Sr Sub Note 07-01-09 12.500 B- 50 45,000 ------------- 52,875 ------------- Steel (1.19%) Gulf States Steel, Inc. of Alabama, 1st Mtg Bond 04-15-03 (B) 13.500 Caa3 100 250 LTV Corp. (The), Gtd Sr Sub Note 11-15-09 11.750 B 50 7,750 Metallurg Holdings, Inc., Sr Disc Note, Step Coupon (12.75%, 07-15-03) 07-15-08 (A) Zero CCC+ 50 12,500 Metallurg, Inc., Gtd Sr Note Ser B 12-01-07 11.000 B- 30 23,400 NSM Steel, Inc./NSM Steel Ltd., Gtd Sr Sub Mtg Note Ser B 02-01-08 (B) (R) 12.250 D 75 750 Oregon Steel CF&I, Note 03-31-03 (r) 9.500 B 56 41,218 ------------- 85,868 ------------- Telecommunications (10.68%) AMSC Acquisition Co., Inc., Sr Note Ser B 04-01-08 12.250 B- 40 17,600 CTI Holdings S.A., Sr Note, Step Coupon (11.25%, 04-15-03) (Argentina) 04-15-08 (A) (Y) Zero B 75 28,500 Esprit Telecom Group Plc, Sr Note (Germany) 06-15-08 # 11.000 BB- 40 192 Grupo Iusacell S.A. de C.V., Sr Note (Mexico) 12-01-06 (Y) 14.250 B+ 35 34,650 GT Group Telecom, Inc., Unit (Sr Disc Note & Warrant), Step Coupon (13.25%, 02-01-05) 02-01-10 1.000 B- 100 42,000 ITC DeltaCom, Inc., Sr Note 11-15-08 9.750 B+ 100 76,000 Jazztel Plc, Sr Note (United Kingdom) 12-15-09 (E) 13.250 CCC+ 50 30,475 McLeodUSA, Inc., Sr Note 03-15-08 8.375 B+ 35 30,450 Metromedia Fiber Network, Inc., Sr Note Ser B 11-15-08 10.000 B+ 75 62,437 Nextel Partners, Inc., Sr Disc Note, Step Coupon (14.00%, 02-01-04) 02-01-09 (A) Zero CCC+ 15 9,900 NTL Communications Corp., Sr Note Ser B 10-01-08 11.500 B 50 44,500 Sr Note Ser B, Step Coupon (12.375%, 10-01-03) 10-01-08 (A) Zero B 100 55,000 ONO Finance Plc, Sr Note (United Kingdom) 07-15-10 (E) (R) 14.000 CCC+ 50 35,633 Primus Telecommunications Group, Inc., Sr Note 10-15-09 12.750 B- 50 15,500 PTC International Finance II S.A., Gtd Sr Sub Note (Luxembourg) 12-01-09 (E) 11.250 B+ 25 22,622 Telewest Communications Plc, Sr Disc Note, Step Coupon (9.875%, 04-15-04) (United Kingdom) 04-15-09 (A) # Zero B+ 25 16,795 United Pan-Europe Communicatons N.V., Sr Disc Note Ser B, Step Coupon (13.375%, 11-01-04) (Netherlands) 11-01-09 (A) (E) Zero B- 30 9,565 Sr Note (Netherlands) 11-01-07 (E) 10.875 B- 50 30,475 Sr Note (Netherlands) 11-01-09 (E) 11.250 B- 25 15,238 Versatel Telecom International N.V., Sr Note (Netherlands) 05-15-08 (Y) 13.250 B- 125 76,250 Viatel, Inc., Sr Note (Germany) 04-15-08 # 11.150 Caa1 170 26,896 Sr Sec Note 04-15-08 11.250 B- 75 22,500 World Access, Inc., Sr Note Ser B 01-15-08 13.250 B- 100 68,000 ------------- 771,178 ------------- Textile (1.58%) Coyne International Enterprises Corp., Sr Sub Note 06-01-08 11.250 B- 75 54,000 Steel Heddle Group, Inc., Sr Disc Deb, Step Coupon (13.75%, 06-01-03) 06-01-09 (A) Zero Caa2 200 10,000 Steel Heddle Manufacturing Co., Gtd Sr Sub Note Ser B 06-01-08 10.625 Caa1 50 7,500 Tropical Sportswear International Corp., Sr Sub Note Ser A 06-15-08 11.000 B- 50 42,500 ------------- 114,000 ------------- Transport (6.95%) Amtran, Inc., Sr Note 08-01-04 10.500 B+ 50 45,250 Cenargo International Plc, 1st Mtg Note (United Kingdom) 06-15-08 (Y) 9.750 B+ 20 15,800 CHC Helicopter Corp., Sr Sub Note (Canada) 07-15-07 (E) 11.750 B 100 98,927 Fine Air Services, Inc., Sr Note 06-01-08 (B) 9.875 CC 105 5,247 North American Van Lines, Inc., Sr Sub Note 12-01-09 (R) 13.375 B- 75 61,500 Northwest Airlines Corp., Gtd Note 03-15-07 8.700 BB 100 96,592 Pacer International, Inc., Sr Sub Note 06-01-07 11.750 B- 50 48,250 Pacific & Atlantic Holdings, Inc., Sr Sec Note 12-31-07 (R) 10.500 CC 20 10,996 US Airways, Inc., Pass Thru Ctf Ser 1993-A3 03-01-13 10.375 BB- 50 44,500 Sr Note 02-01-01 9.625 CCC+ 75 74,875 ------------- 501,937 ------------- Utilities (0.66%) CMS Energy Corp., Sr Note 10-15-07 9.875 BB 25 25,937 Monterrey Power S.A. de C.V., Sr Sec Bond (Mexico) 11-15-09 (R) (Y) 9.625 BB+ 23 21,768 ------------- 47,705 ------------- Waste Disposal Service & Equip (1.69%) Allied Waste North America, Inc., Sr Sub Note Ser B 08-01-09 10.000 B+ 125 116,875 Waste Systems International, Inc., Gtd Sr Note 01-15-06 11.500 D 15 5,250 ------------- 122,125 ------------- TOTAL BONDS (Cost 6,946,112) (63.35%) 4,572,675 --------- ------------- NUMBER OF SHARES OR WARRANTS -------- COMMON STOCKS Abitibi-Consolidated, Inc., Common Stock (Canada) (Y) 12,500 114,844 American Pacific Corp., Common Stock** 5,000 27,500 AMR Corp., Common Stock ** 2,000 78,375 Chesapeake Energy Corp., Common Stock** 772 7,865 Gaylord Container Corp. (Class A), Common Stock** 6,500 6,500 Grey Wolf, Inc., Common Stock** 28,850 169,494 International Wireless Communications Holdings, Inc., Common Stock 2,417 1,329 KLM Royal Dutch Airlines N.V., Common Stock (Netherlands) (Y) 78 1,755 Northwest Airlines Corp., Common Stock** 6,500 195,813 Pathmark Stores, Inc., Common Stock** 1,046 17,259 Star Gas Partners, L.P., Common Stock 3,300 57,750 Waste Systems International, Inc., Common Stock** 8,715 1,634 ------------- TOTAL COMMON STOCKS (Cost 892,077) (9.42%) 680,118 --------- ------------- PREFERRED STOCKS AND WARRANTS Asia Pulp & Paper Co. Ltd., Warrant (R)** 250 3 DIVA Systems Corp., Warrant (R)** 150 263 Georgia-Pacific Corp., Unit (Common & Preferred Shares) 3,000 02,938 Gothic Energy Corp., Warrant** 79 0 GT Group Telecom, Inc., Warrant** 100 7,000 HF Holdings, Inc., Warrant** 212 106 Hills Stores Co., Warrant** 35,000 0 Motient Corp., Warrant (R)** 40 400 Nakornthai Strip Mill Plc, Warrant (Thailand) (R) (Y)** 63,309 63 Nextel Communications, Inc., 11.125%, Ser E, Preferred Stock 198 68,300 ONO Finance Plc, Warrant (United Kingdom) (R) (Y)** 50 3,000 Pacific & Atlantic Holdings, Inc., 7.50%, Preferred Stock 1,172 5,860 Pathmark Stores, Inc., Warrant** 740 3,561 Smurfit-Stone Container Corp., 7.00%, Ser A, Preferred Stock 3,000 49,500 SpinCycle, Inc., Warrant (R)** 25 0 TimberWest Forest Corp., Unit (Common & Preferred Shares) (Canada) # 38,000 74,501 Waste Systems International, Inc., 8.00%, Ser E, Preferred Stock 160 7,360 Waste Systems International, Inc., Warrant (R)** 225 2 XM Satellite Radio Holdings, Inc., Warrant (R)** 150 3,750 ------------- TOTAL PREFERRED STOCKS AND WARRANTS (Cost $820,929) (8.68%) 626,607 --------- ------------- INTEREST PAR VALUE RATE (000s OMITTED) -------- ------------ SHORT-TERM INVESTMENTS Joint Repurchase Agreement (16.10%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 12-29-00, due 01-02-01 (Secured by U.S. Treasury Bonds, 6.750% thru 8.875%, due 08-15-17 thru 08-15-26) - Note B 5.950% $1,162 $1,162,000 ------------ Corporate Savings Account (0.01%) Investors Bank & Trust Company Daily Interest Savings Account Current Rate 5.20% 951 ------------ TOTAL SHORT-TERM INVESTMENTS (16.11%) 1,162, 951 --------- ------------ TOTAL INVESTMENTS (97.56%) 7,042,351 --------- ------------ OTHER ASSETS AND LIABILITIES, NET (2.44%) 176,283 --------- ------------ TOTAL NET ASSETS (100.00%) $7,218,634 ========= ============ * Credit ratings are unaudited and rated by Moody's Investors Service or John Hancock Advisers, Inc. where Standard & Poor's ratings are not available. ** Non-income producing security. *** Represents rate in effect on December 31, 2000. # Par value of foreign bonds and common stocks is expressed in local currency, as shown parenthetically in security description. (A) Cash interest will be paid on this obligation at the stated rate beginning on the stated date. (B) Non-income producing issuer, filed for protection under Federal Bankruptcy Code or is in default of interest payment. (E) Parenthetical disclosure of a country in the security description represents country of issuer; however, security is euro-denominated. (R) These securities are exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold, normally to qualified institutional buyers, in transactions exempt from registration. Rule 144A securities amounted to $524,748 or 7.27% of net assets as of December 31, 2000. (Y) Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer; however, security is U.S. dollar-denominated. (r) Direct placement securities are restricted as to resale. They have been valued in accordance with procedures approved by the Trustees after consideration of restrictions as to resale, financial condition and prospects of the issuer, general market conditions and pertinent information in accordance with the Fund's By-laws and the Investment Company Act of 1940, as amended. The Fund has limited rights to registration under the Securities Act of 1933 with respect to these restricted securities. Additional information on these securities is as follows: MARKET MARKET VALUE AS A VALUE AT ACQUISITION ACQUISITION % OF FUND DECENBER 31, ISSUER, DESCRIPTION DATE COST NET ASSETS 2000 - ------------------- ---- ---- ---------- ---- Oregon Steel CF&I 05-14-98 $54,039 0.57% $41,218 The percentage shown for each investment category is the total value of that category expressed as a percentage of the net assets of the Fund. See notes to financial statements. Portfolio Concentration December 31, 2000 (Unaudited) - ------------------------------------------------------------------------- The V.A. High Yield Bond Fund invests primarily in securities issued in the United States of America. The performance of this Fund is closely tied to the economic and financial conditions of the countries within which it invests. The concentration of investments by industry category for individual securities held by the Fund is shown in the schedule of investments. In addition, concentration of investments can be aggregated by various countries. The table below shows the percentages of the Fund's investments at December 31, 2000 assigned to country categories. MARKET VALUE AS A % COUNTRY DIVERSIFICATION OF FUND NET ASSETS - ----------------------- ------------------ Argentina 1.59% Australia 0.24 Brazil 1.26 Canada 7.83 Germany 0.38 Indonesia 1.36 Luxembourg 0.31 Mexico 2.53 Netherlands 3.79 Norway 0.67 South Africa 0.13 Thailand 0.00 United Kingdom 2.65 United States 74.82 ------- TOTAL INVESTMENTS 97.56% ======= Additionally, the concentration of investments can be aggregated by the quality rating for each debt security. QUALITY DISTRIBUTION - -------------------- BB 4.81% B 41.87 CCC 15.49 CC 0.71 C 0.01 D 0.46 ------- TOTAL BONDS 63.35% ======= See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Money Market Fund Schedule of Investments December 31, 2000 - ----------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. Money Market Fund on December 31, 2000. INTEREST QUALITY PAR VALUE MARKET ISSUER, DESCRIPTION RATE RATING* (000s OMITTED) VALUE - ------------------- --------- ---------- -------------- ------------- COMMERCIAL PAPER Automobile/Trucks (7.97%) Ford Motor Credit Co., 01-11-01 6.570% Tier 1 $800 $798,540 Ford Motor Credit Co., 01-16-01 6.530 Tier 1 2,100 2,094,286 General Motors Acceptance Corp., 01-10-01 6.560 Tier 1 1,500 1,497,540 General Motors Acceptance Corp., 01-10-01 6.510 Tier 1 1,000 998,372 General Motors Acceptance Corp., 01-11-01 6.520 Tier 1 500 499,094 ------------- 5,887,832 ------------- Banks - Foreign (10.75%) Abbey National North America Corp., 01-25-01 6.570 Tier 1 1,000 995,620 Abbey National North America Corp., 02-01-01 6.500 Tier 1 2,000 1,988,806 Deutsche Bank Financial, 02-07-01 6.510 Tier 1 2,000 1,986,618 Deutsche Bank Financial, 05-10-01 6.170 Tier 1 1,000 977,891 UBS Financial, Inc., 01-02-01 6.480 Tier 1 2,000 1,999,640 ------------- 7,948,575 ------------- Banks - United States (4.03%) Morgan (J.P.) & Co., Inc., 02-05-01 6.520 Tier 1 3,000 2,980,983 ------------- Beverages (3.34%) Coca-Cola Co., 03-09-01 6.460 Tier 1 2,500 2,469,943 ------------- Broker Services (9.97%) Bear Stearns Cos., Inc., 01-23-01 6.500 Tier 1 1,500 1,494,042 Bear Stearns Cos., Inc., 01-26-01 6.500 Tier 1 1,500 1,493,229 Goldman Sachs Group, L.P., 01-11-01 6.530 Tier 1 1,000 998,186 Goldman Sachs Group, L.P., 02-05-01 6.510 Tier 1 1,400 1,391,139 Merrill Lynch & Co., 01-19-01 6.510 Tier 1 1,400 1,395,443 Merrill Lynch & Co., 01-31-01 6.710 Tier 1 600 596,645 ------------- 7,368,684 ------------- Building (2.97%) Halifax Group PLC, 01-18-01 6.510 Tier 1 2,200 2,193,237 ------------- Finance (19.79%) American Express Credit Corp., 01-12-01 6.530 Tier 1 3,000 2,994,014 Associates Corp. N. A., 01-12-01 6.540 Tier 1 2,500 2,495,004 CIT Group Holdings, Inc., 01-23-01 6.500 Tier 1 2,000 1,992,056 General Electric Capital Corp., 01-19-01 6.530 Tier 1 1,200 1,196,082 General Electric Capital Corp., 05-21-01 6.000 Tier 1 1,500 1,465,000 Household Financial Corp., 01-16-01 6.540 Tier 1 3,200 3,191,280 International Lease Finance, 01-23-01 6.500 Tier 1 1,300 1,294,836 ------------- 14,628,272 ------------- Food (3.35%) Heinz (H.J.) Co., 02-23-01 6.460 Tier 1 2,500 2,476,224 ------------- Insurance (2.96%) American General Corp., 01-17-01 6.520 Tier 1 700 697,972 American General Corp., 02-08-01 6.510 Tier 1 1,500 1,489,693 ------------- 2,187,665 ------------- Mortgage Banking (4.05%) Countrywide Home Loans, 01-19-01 6.550 Tier 1 3,000 2,990,175 ------------- Utilities (2.16%) Duke Energy Co., 01-04-01 6.480 Tier 1 1,600 1,599,136 ------------- TOTAL COMMERCIAL PAPER (Cost $52,730,726) (71.34%) 52,730,726 ------------- CORPORATE INTEREST-BEARING OBLIGATIONS Finance (0.68%) General Electric Capital Corp., 05-04-01 6.020 Tier 1 500 499,199 ------------- TOTAL CORPORATE INTEREST-BEARING OBLIGATIONS (Cost $499,199) (0.68%) 499,199 ------------- U.S. GOVERNMENT OBLIGATIONS Government - U.S. Agencies (11.34%) Federal Home Loan Bank, 06-15-01 5.930 Tier 1 5,000 4,864,104 Federal National Mortgage Assn., 03-15-01 5.625 Tier 1 600 598,832 Federal National Mortgage Assn., 06-14-01 5.915 Tier 1 3,000 2,919,162 ------------- 8,382,098 ------------- TOTAL U.S. GOVERNMENT OBLIGATIONS (Cost $8,382,098) (11.34%) 8,382,098 ------------- TOTAL SHORT-TERM INVESTMENTS (Cost $61,612,023) (83.36%) 61,612,023 ------------- JOINT REPURCHASE AGREEMENT (8.53%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 12-29-00, due 01-02-01 (Secured by U.S. Treasury Bonds, 10.750% and 13.875%, due 02-15-03 and 05-15-11) - Note B 5.950% Tier 1 $6,307 $6,307,000 ------------ TOTAL JOINT REPURCHASE AGREEMENT (8.53%) 6,307,000 --------- ------------ TOTAL INVESTMENTS (91.89%) 67,919,023 --------- ------------ OTHER ASSETS AND LIABILITIES, NET (8.11%) 5,998,309 --------- ------------ TOTAL NET ASSETS (100.00%) $73,917,332 ========= ============ * Quality ratings indicate the categories of eligible securities, as defined by Rule 2a-7 of the Investment Company Act of 1940, owned by the Fund. The percentage shown for each investment category is the total value of that category expressed as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Strategic Income Fund Schedule of Investments December 31, 2000 - ----------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. Strategic Income Fund on December 31, 2000. It is divided into four main categories: bonds, common stocks, pre ferred stocks and warrants, and short-term investments. Bonds are further broken down by industry group. Short-term invest ments, which represent the Fund's "cash" position, are listed last. INTEREST CREDIT PAR VALUE MARKET ISSUER, DESCRIPTION RATE RATING* (000s OMITTED) VALUE - ------------------------------------------ --------- ---------- -------------- ---------------- BONDS Advertising (0.32%) Go Outdoor Systems Holding S.A., Sr Sub Note (France) 07-15-09 (E) 10.500% B- $100 $108,773 ------------- Building (0.26%) Standard Pacific Corp., Sr Note 04-01-09 8.500 BB 100 90,000 ------------- Chemicals (0.28%) Huntsman ICI Chemicals LLC, Sr Sub Note 07-01-09 10.125 B+ 100 95,000 ------------- Computers (0.08%) Unisys Corp., Sr Note 10-15-04 11.750 BB+ 25 26,313 ------------- Containers (0.49%) Berry Plastics Corp., Sr Sub Note 04-15-04 12.250 B- 100 84,000 Consolidated Containers Co. LLC/Cons. Container Capital, Inc., Sr Sub Note 07-15-09 10.125 B 100 85,500 ------------- 169,500 ------------- Electronics (0.25%) Communications Instruments, Inc., Sr Sub Note Ser B 09-15-04 10.000 B- 100 85,500 ------------- Energy (0.03%) AEI Resources, Inc./AEI Resources Holdings, Inc., Note 12-15-05 (R) 10.500 CCC- 100 9,000 ------------- Finance (0.26%) PTC International Finance II S.A., Sr Sub Note (Luxembourg) 12-01-09 (E) (R) 11.250 B+ 100 90,488 ------------- Government - Foreign (10.03%) Canada, Government of, Government Bond (Canada) 09-01-02# 5.500 AAA 150 100,223 Government Bond (Canada) 12-01-05# 8.750 AAA 300 228,787 Government Bond (Canada) 12-01-06# 7.000 AAA 2,000 1,442,029 Government Bond (Canada) 06-01-09# 5.500 AAA 750 503,462 Government Bond (Canada) 06-01-10# 5.500 AA+ 300 201,624 Russia, Federation of, Sr Unsub Note (Russia) 06-10-03 (Y) 11.750 B- 440 412,500 Unsub Note (Russia) 06-24-28 (Y) 12.750 B- 200 167,000 Venezuela, Republic of, Floating Rate Bond Ser DL (Venezuela) 12-18-07 (Y) 6.813 B 500 402,496 ------------- 3,458,121 ------------- Government - U.S. (48.73%) United States Treasury, Bond 08-15-01 13.375 AAA 7,000 7,320,460 Bond 08-15-05 6.500 AAA 400 422,936 Bond 08-15-05 10.750 AAA 400 490,876 Bond 02-15-16 9.250 AAA 615 849,278 Bond 08-15-19 8.125 AAA 1,340 1,732,164 Bond 08-15-23 6.250 AAA 1,100 1,189,716 Bond 02-15-27 6.625 AAA 1,100 1,256,409 Bond 11-15-28 5.250 AAA 750 717,893 Note 08-31-02 6.250 AAA 870 883,189 Note 08-15-04 7.250 AAA 590 630,745 Note 05-15-05 6.500 AAA 300 316,500 Note 08-15-07 6.125 AAA 940 989,792 ------------- 16,799,958 ------------- Leisure (1.22%) HMH Properties, Inc., Sr Note Ser B 08-01-08 7.875 BB 100 94,750 Jupiters Ltd., Sr Note (Australia) 03-01-06 (Y) 8.500 BB+ 150 144,375 Sun International Hotels Ltd., Sr Sub Note (Bahamas) 12-15-07 (Y) 8.625 B+ 100 91,000 Waterford Gaming LLC Sr Note 03-15-10 (R) 9.500 B+ 95 90,725 ------------- 420,850 ------------- Machinery (0.24%) Columbus McKinnon Corp., Sr Sub Note 04-01-08 8.500 B 100 83,500 ------------- Media (2.16%) American Media Operations, Inc., Sr Sub Note 05-01-09 10.250 B- 150 146,250 AMFM Operating, Inc., Sr Sub Deb 10-31-06 12.625 B- 64 70,866 Diamond Holdings Plc, Bond (United Kingdom) 02-01-08# 10.000 B- 50 60,462 DIVA Systems Corp., Sr Disc Note Ser B, Step Coupon (12.625%, 03-01-03) 03-01-08 (A) Zero B- 250 100,000 Garden State Newspapers, Inc., Sr Sub Note 07-01-11 8.625 B+ 100 90,500 Regional Independent Media Group Plc, Sr Note (United Kingdom) 07-01-08 (Y) 10.500 B- 175 178,938 STC Broadcasting, Inc., Sr Sub Note 03-15-07 11.000 B- 100 96,000 ------------- 743,016 ------------- Metal (0.77%) Euramax International Plc, Sr Sub Note (United Kingdom) 10-01-06 (Y) 11.250 B 100 78,000 P.T. Alatief Freeport Finance Co. B.V., Sr Note (Netherlands) 04-15-01 9.750 CCC+ 200 188,000 ------------- 266,000 ------------- Oil & Gas (1.60%) Chesapeake Energy Sr Note Ser B 05-01-05 9.625 B 200 206,000 Comstock Resources, Inc., Sr Note 05-01-07 11.250 B 100 103,250 Gothic Production Corp., Sr Sec Note Ser B 05-01-05 11.125 CCC 150 160,500 Universal Compression, Inc., Sr Disc Note, Step Coupon (9.875%, 02-15-03) 02-15-08 (A) Zero B 100 81,000 ------------- 550,750 ------------- Paper & Paper Products (1.73%) Grupo Industrial Durango, S.A., Note (Mexico) 08-01-03 (Y) 12.625 BB- 200 202,500 Kappa Beheer BV, Sr Sub Note (Netherlands) 07-15-09 (E) (R) 10.625 B 150 144,171 Packaging Corp. of America, Sr Sub Note Ser B 04-01-09 9.625 BB- 200 207,000 Stone Container Corp., Unit (Sr Sub Deb & Supplemental Int Cert) 04-01-02 12.250 B- 41 41,410 ------------- 595,081 ------------- Retail (0.40%) United Stationers Supply Co., Sr Sub Note 04-15-08 8.375 B 150 139,500 ------------- Telecommunications (6.51%) Allegiance Telecom, Inc., Sr Disc Note, Ser B, Step Coupon (11.75%, 02-15-03) 02-15-08 (A) Zero B 250 152,500 AMSC Acquisition Co., Inc., Sr Note Ser B 04-01-08 12.250 B- 100 44,000 Comunicacion Celular S.A., Sr Def Bond (Colombia) 03-01-05 (R) (Y) 14.125 B 100 77,000 Esprit Telecom Group Plc, Sr Note (United Kingdom) 12-15-07 (Y) 11.500 D 100 2,000 Sr Note (Deutsche Mark) 06-15-08# 11.000 BB- 140 671 Exodus Comm., Inc., Sr Note (United States) 12-15-09 (E) 10.750 B- 200 163,160 Grupo Iusacell S.A. de C.V., Sr Note (Mexico) 12-01-06, (Y) 14.250 B+ 200 198,000 GT Group Telecom, Inc., Sr Disc Note, Step Coupon (13.25%, 02-01-05) (Canada) 02-01-10 (A) Zero B- 200 84,000 Intercel, Inc., Unit (Sr Discount Note & Warrant), Step Coupon (12.00%, 02-01-01) 02-01-06 (A) Zero B 200 200,000 Ionica PLC, Sr Disc Note, Step Coupon (15.00%, 05-01-02) (United Kingdom) 05-01-07 (A) (Y) Zero Ca 200 3,000 MetroNet Communications Corp., Sr Discount Note, Step Coupon (10.75%, 11-01-02) (Canada) 11-01-07 (A) (Y) Zero BBB 200 161,944 Sr Note (Canada) 08-15-07 (Y) 12.000 BBB 50 55,000 Nextel International, Inc., Sr Note 08-01-10 (R) 12.750 B- 100 80,000 NorthEast Optic Network, Inc., Sr Note 08-15-08 12.750 B- 100 60,000 ONO Finance Plc, Sr Note (United Kingdom) 07-15-10 (E) 14.000 CCC+ 200 142,530 Sr Sub Note (United Kingdom) 05-01-09 (E) 13.000 CCC+ 100 70,328 Pronet Inc., Sr Sub Note 06-15-05 11.875 CCC 280 229,600 Spectrasite Holdings, Inc., Sr Disc Note, Step Coupon (11.25%, 04-15-04) 04-15-09 (A) Zero B- 200 104,000 Telecorp PCS, Inc., Sr Sub Disc Note, Step Coupon (11.625%, 04-15-04) 04-15-09 (A) Zero B3 175 119,000 Telewest Communication Plc, Sr Disc Note, Step Coupon (9.25%, 04-15-04) (United Kingdom) 04-15-09 (A) (Y) Zero B+ 100 67,181 Sr Note (United Kingdom) 02-01-10 (R) # 9.875 B+ 100 121,671 VoiceStream Wireless Corp., Sr Note 09-15-09 11.500 CCC+ 100 109,750 ------------- 2,245,335 ------------- Telecommunications - Services (7.88%) Clearnet Communications Inc., Sr Disc Note, Step Coupon (10.40%, 05-15-03) (Canada) 05-15-08 (A)# Zero BBB+ 150 83,885 Sr Disc Note, Step Coupon (10.125%, 05-01-04) (Canada) 05-01-09 (A) (Y) Zero B3 150 120,000 COLT Telecom Group Plc, (United Kingdom) Sr Note (Deutsche Mark) 07-31-08# 7.625 B 300 130,167 Crown Castle International Corp., Sr Disc Note, Step Coupon (10.625%, 11-15-02) 11-15-07 (A) Zero B 150 119,250 Energis Plc, Sr Note (United Kingdom) 06-15-09 (R)# 9.500 B+ 130 180,492 Jazztel Plc, Sr Note (United Kingdom) 12-15-09 (E) 13.250 CCC+ 200 121,901 Level 3 Communications, Inc., Conv Sub Note 03-15-10 6.000 CCC+ 50 23,500 Sr Note (United States) 03-15-08 (E) 10.750 B 100 77,829 Sr Note 05-01-08 9.125 B 100 80,000 McLeodUSA, Inc., Sr Note 07-15-07 9.250 B+ 100 91,000 Sr Note 11-01-08 9.500 B+ 50 45,500 Metromedia Fiber Network, Inc., Sr Note 11-15-08 10.000 B+ 300 249,750 Sr Note (United States) 12-15-09 (E) 10.000 B+ 100 78,767 Nextel Communications, Inc., Sr Disc Note, Step Coupon (9.95%, 02-15-03) 02-15-08 (A) Zero B 125 90,000 Nextel Partners, Inc., Sr Disc Note, Step Coupon (14.00%, 02-01-04) 02-01-09 (A) Zero CCC+ 165 108,900 Sr Note 03-15-10 11.000 CCC+ 100 96,000 NEXTLINK Communications, Inc., Sr Disc Note, Step Coupon (12.125%, 12-01-04) 12-01-09 (A) Zero B 100 44,500 Sr Note 11-15-08 10.750 B 100 81,500 NTL Communications Corp., Sr Note Ser B 10-01-08 11.500 B 100 89,000 Sr Note, Ser B, Step Coupon (12.375%, 10-01-03) 10-01-08 (A) Zero B 150 82,500 Orion Network Systems, Sr Note 01-15-07 11.250 CCC+ 100 35,000 Primus Telecommunications Group, Inc., Sr Note 10-15-09 12.750 B- 250 77,500 Qwest Communications International, Inc., Sr Note Ser B 04-01-07 10.875 BBB+ 65 71,466 Time Warner Telecom LLC, Sr Note 07-15-08 9.750 B- 100 92,250 Tritel PCS, Inc., Sr Disc Note, Step Coupon (12.75%, 05-15-04) 05-15-09 (A) Zero B3 100 67,000 United Pan-Europe Communicatons N.V., Sr Disc Note, Step Coupon (13.375%, 11-01-04) (Netherlands) 11-01-09 (A) (E) Zero B- 100 31,882 Sr Note (Netherlands) 11-01-07 (E) 10.875 B- 100 60,951 Sr Note (Netherlands) 11-01-09 (E) 11.250 B- 100 60,951 Versatel Telecom International NV, Sr Note (Netherlands) 05-15-08 (Y) 13.250 B- 100 61,000 Sr Note Ser EU (Netherlands) 07-15-09 (E) 11.875 B- 100 58,606 Viatel, Inc., Sr Note 04-15-08 11.250 B- 350 105,000 ------------- 2,716,047 ------------- Transportation (0.59%) CHC Helicopter Corp., Sr Sub Note (Canada) 07-15-07# (E) 11.750 B 200 197,855 Fine Air Services, Corp., Sr Note 06-01-08 (B) 9.875 CC 105 5,247 ------------- 203,102 ------------- Utilities (2.67%) Calpine Corp., Sr Note 04-01-08 7.875 BB+ 100 98,000 CMS Energy Corp., Sr Note 10-15-07 9.875 BB 200 207,500 Midland Funding Corp. II, Deb Ser A 07-23-05 11.750 BB+ 200 211,826 Deb Ser B 07-23-06 13.250 BB+ 150 166,094 Monterrey Power S.A. de C.V., Sr Sec Bond (Mexico) 11-15-09 (R) (Y) 9.625 BB+ 90 87,074 Niagara Mohawk Power Corp., Sec Fac Bond 01-01-18 8.770 BBB 143 150,529 ------------- 921,023 ------------- TOTAL BONDS (Cost 31,955,894) (86.50%) 29,816,857 ------------- NUMBER OF SHARES OR WARRANTS ----------- COMMON STOCKS KLM Royal Dutch Airlines, N.V. American Depositary Receipt (ADR) Common Stock (Netherlands) 397 932 Nextel Communications, Inc. (Class A) Common Stock** 464 11,484 Northeast Utilities, Common Stock 6,000 145,500 Versatel Telecom International NV* Common Stock (ADR) (Netherlands)** 1,333 11,497 ------------- 177,413 ------------- TOTAL COMMON STOCKS (Cost $122,883) (0.52%) 177,413 ------------- PREFERRED STOCKS AND WARRANTS Allegiance Telecom, Inc. Warrant** 250 16,250 Comunicacion Celular S.A. Warrant (Colombia)** 100 0 DIVA Systems Corp., Warrant (R)** 750 1,313 GT Group Telecom, Inc. Warrant (Canada) (R) ** 200 14,000 Loral Space & Communications Ltd. Warrant** 100 600 Motient Corp., Warrant (R)** 100 1,000 ONO Finance Plc, Warrant (United Kingdom) (R) (E)** 50 2,813 ONO Finance Plc, Warrant (United Kingdom) (R) (Y)** 50 3,000 XO Communications Inc., 14 Preferred Stock 2,340 65,520 ------------- 104,496 ------------- TOTAL PREFERRED STOCKS AND WARRANTS (Cost $178,105) (0.30%) 104,496 --------- ------------- INTEREST PAR VALUE RATE (000s OMITTED) -------- ------------ SHORT-TERM INVESTMENTS Joint Repurchase Agreement (9.97%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 12-29-00, due 01-02-01 (Secured by U.S. Treasury Bonds, 6.750% thru 8.875%, due 08-15-17 thru 08-15-26) - Note B 5.950% $3,437 $3,437,000 ------------ Corporate Savings Account (0.00%) Investors Bank & Trust Company Daily Interest Savings Account Current Rate 5.20% 346 ------------- TOTAL SHORT-TERM INVESTMENTS (9.97%) 3,437,346 --------- ------------- TOTAL INVESTMENTS (97.29%) 33,536,112 --------- ------------- OTHER ASSETS AND LIABILITIES, NET (2.71%) 935,687 --------- ------------- TOTAL NET ASSETS (100.00%) $34,471,799 ========= ------------- * Credit ratings are unaudited and rated by Moody's Investors Service or John Hancock Advisers, Inc. where Standard & Poor's ratings are not available. ** Non-income producing security. # Par value of foreign bonds is expressed in local currency, as shown parenthetically in security description. (A) Cash interest will be paid on this obligation at the stated rate beginning on the stated date. (B) Non-income producing issuer, filed for protection under Federal Bankruptcy Code or is in default of interest payment. (E) Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer; however, security is euro-denominated. (R) These securities are exempt from registration under rule 144A of the Securities Act of 1933. Such securities may be resold, normally to qualified institutional buyers, in transactions exempt from registration. Rule 144A securities amounted to $902,747 or 2.62% of the Fund's net assets as of December 31, 2000. (Y) Parenthetical disclosure of a foreign country in the security description represents country of foreign issuer, however, security is U.S. dollar-denominated. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. Portfolio Concentration December 31, 2000 (Unaudited) - ------------------------------------------------------------------------- The V.A. Strategic Income Fund invests primarily in securities issued in the United States of America. The performance of this Fund is closely tied to the economic and financial conditions of the countries within which it invests. The concentration of investments by industry category for individual securities held by the Fund is shown in the schedule of investments. In addition, con centration of investments can be aggregated by various countries. The table below shows the percentages of the Fund's investments at December 31, 2000 assigned to country categories. MARKET VALUE AS A % OF COUNTRY DIVERSIFICATION FUND'S NET ASSETS - ----------------------- ----------------- Australia 0.42% Bahamas 0.26 Canada 9.26 Colombia 0.22 France 0.32 Luxembourg 0.26 Mexico 1.41 Netherlands 1.82 Russia 1.68 United Kingdom 3.37 United States 77.10 Venezuela 1.17 ------- TOTAL INVESTMENTS 97.29% ======= Additionally, the concentration of investments can be aggregated by the quality rating for each debt security. MARKET VALUE AS A % OF QUALITY DISTRIBUTION FUND'S NET ASSETS - -------------------- ----------------- AAA 55.33% AA 0.58 BBB 1.52 BB 4.46 B 20.82 CCC 3.76 CC 0.02 D 0.01 ------- TOTAL BONDS 86.50% ======= See notes to financial statements. NOTES TO FINANCIAL STATEMENTS John Hancock Funds - Declaration Trust NOTE A-- ORGANIZATION John Hancock V.A. Core Equity Fund ("V.A. Core Equity Fund"), John Hancock V.A. 500 Index Fund ("V.A. 500 Index Fund"), John Hancock V.A. Large Cap Growth Fund ("V.A. Large Cap Growth Fund"), John Hancock V.A. Mid Cap Growth Fund ("V.A. Mid Cap Growth Fund"), John Hancock V.A. Relative Value Fund ("V.A. Relative Value Fund," formerly John Hancock V.A. Large Cap Value Fund), John Hancock V.A. Small Cap Growth Fund ("V.A. Small Cap Growth Fund"), John Hancock V.A. Sovereign Investors Fund ("V.A. Sovereign Investors Fund"), John Hancock V.A. International Fund ("V.A. International Fund"), John Hancock V.A. Financial Industries Fund ("V.A. Financial Industries Fund"), John Hancock V.A. Regional Bank Fund ("V.A. Regional Bank Fund"), John Hancock V.A. Technology Fund ("V.A. Technology Fund"), John Hancock V.A. Bond Fund ("V.A. Bond Fund"), John Hancock V.A. High Yield Bond Fund ("V.A. High Yield Bond Fund"), John Hancock V.A. Money Market Fund ("V.A. Money Market Fund") and John Hancock V.A. Strategic Income Fund ("V.A. Strategic Income Fund"), (each a "Fund," collectively the "Funds"), are separate series of John Hancock Declaration Trust (the "Trust"), an open-end management investment company, registered under the Investment Company Act of 1940. The Trust, organized as a Massachusetts business trust in 1995, consists of fifteen different series at December 31, 2000. Each Fund currently has one class of shares with equal rights as to voting, redemption, dividends and liquidation within its respective Fund. The Trustees may authorize the creation of additional series from time to time to satisfy various investment objectives. An insurance company issuing a Variable Contract that participates in the Trust will vote shares of the Funds held by the insurance company's separate accounts as required by law. In accordance with current law and interpretations thereof, participating insurance companies are required to request voting instructions from policy owners and must vote shares of the Funds in proportion to the voting instructions received. The investment objective of the V.A. Core Equity Fund is to seek above-average total return, consisting of capital appreciation and income. The investment objective of the V.A. 500 Index Fund is to provide investment results that correspond with the total return performance of the Standard & Poor's 500 Stock Price Index (the "S&P 500 Index"). The investment objective of the V.A. Large Cap Growth Fund is to seek long-term capital appreciation. The investment objective of the V.A. Mid Cap Growth Fund is to seek long-term capital appreciation. The investment objective of the V.A. Relative Value Fund is to seek the highest total return (capital appreciation plus current income) that is consistent with reasonable safety of capital. The investment objective of the V.A. Small Cap Growth Fund is to seek long-term capital appreciation. The investment objective of the V.A. Sovereign Investors Fund is to seek long-term growth of capital and income without assuming undue market risks. The investment objective of the V.A. International Fund is to seek long-term growth of capital. The investment objective of the V.A. Financial Industries Fund is to seek capital appreciation. The investment objective of the V.A. Regional Bank Fund is to seek long-term capital appreciation. The investment objective of the V.A. Technology Fund is to seek long-term growth of capital. The investment objective of the V.A. Bond Fund is to seek a high level of current income consistent with prudent investment risk. The investment objective of the V.A. High Yield Bond Fund is to seek maximum current income without assuming undue risk. The investment objective of the V.A. Money Market Fund is to seek maximum current income consistent with capital preservation and liquidity. The investment objective of the V.A. Strategic Income Fund is to seek a high level of current income. NOTE B-- ACCOUNTING POLICIES VALUATION OF INVESTMENTS Securities in the Funds' portfolios (except for V.A. Money Market Fund) are valued on the basis of market quotations, valuations provided by independent pricing services or at fair value as determined in good faith in accordance with procedures approved by the Trustees. Short-term debt investments maturing within 60 days are valued at amortized cost, which approximates market value. All Portfolio transactions initially expressed in terms of foreign currencies have been translated into U.S. dollars as described in "Foreign Currency Translation" below. The V.A. Money Market Fund's portfolio of securities is valued at amortized cost, in accordance with Rule 2a-7 of the Investment Company Act of 1940, which approximates market value. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between the principal amount due at maturity and the cost of the security to the Funds. Interest income on certain portfolio securities such as negotiable bank certificates of deposit and interest-bearing notes is accrued daily and included in interest receivable. The Funds may invest in indexed securities whose value is linked either directly or inversely to changes in foreign currencies, interest rates, indexes or other reference instruments. Indexed securities may be more volatile than the reference instrument itself, but any loss is limited to the amount of the original investment. JOINT REPURCHASE AGREEMENT Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Funds, along with other registered investment companies having a management contract with John Hancock Advisers, Inc. (the "Adviser"), a wholly owned subsidiary of The Berkeley Financial Group, Inc., may participate in joint repurchase agreement transactions. Aggregate cash balances are invested in one or more large repurchase agreements, whose underlying securities are obligations of the U.S. government and/or its agencies. The Funds' custodian bank receives delivery of the underlying securities for the joint account on the Funds' behalf. The Adviser is responsible for ensuring that the agreement is fully collateralized at all times. FOREIGN CURRENCY TRANSLATION All assets or liabilities initially expressed in terms of foreign currencies are translated into U.S. dollars based on London currency exchange quotations as of 5:00 p.m., London time, on the date of any determination of the net asset value of the Funds. Transactions affecting statement of operations accounts and net realized gain (loss) on investments are translated at the rates prevailing at the dates of the transactions. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments. Reported net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Funds' books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities, resulting from changes in the exchange rate. INVESTMENT TRANSACTIONS Investment transactions are recorded as of the date of purchase, sale or maturity. Net realized gains and losses on sales of investments are determined on the identified cost basis. Capital gains realized on some foreign securities are subject to foreign taxes, which are accrued as applicable. DISCOUNT ON SECURITIES The Funds accrete discount from par value on securities from either the date of issue or the date of purchase over the life of the security. EXPENSES The majority of the expenses are directly identifiable to an individual fund. Expenses that are not readily identifiable to specific Funds will be allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative size of the Funds. ORGANIZATION EXPENSES Expenses incurred in connection with the organization of the Funds have been capitalized and are being charged to the Funds' operations ratably over a five-year period that began with the commencement of the investment operations of the Funds. BANK BORROWINGS The Funds (except for V.A. Money Market Fund) are permitted to have bank borrowings for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Funds have entered into a syndicated line of credit agreement with various banks. This agreement enables the Funds to participate with other funds managed by the Adviser in an unsecured line of credit with banks which permit borrowings up to $500 million, collectively. Interest is charged to each Fund, based on its borrowing. In addition, a commitment fee is charged to each Fund based on the average daily unused portion of the line of credit and is allocated among the participating Funds. The following Funds had borrowings under the line of credit during the year ended December 31, 2000: AVERAGE DAILY LOAN BALANCE DURING THE PERIOD FOR WHICH WEIGHTED AVERAGE FUND LOANS WERE OUTSTANDING INTEREST RATE INTEREST EXPENSE - ----- --------------------------- ---------------- ---------------- V.A. Large Cap Growth $2,618,000 6.93% $5,152 V.A. Relative Value 911,750 7.02 1,217 V.A. Small Cap Growth 1,373,750 7.03 1,055 SECURITIES LENDING The Funds may lend their securities to certain qualified brokers who pay the Funds negotiated lender fees. These fees are included in interest income. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Funds may bear the risk of delay of the loaned securities in recovery or even loss of rights in the collateral, should the borrower of the securities fail financially. At December 31, 2000, V.A. Relative Value Fund loaned securities having a market value of $474,050 collateralized by securities in the amount of $500,149, V.A. Small Cap Growth Fund loaned securities having a market value of $431,062 collateralized by securities in the amount of $441,188, V.A. International Fund loaned securities having a market value of $886,726 collateralized by cash in the amount of $933,457 and V.A. Regional Bank Fund loaned securities having a market value of $467,250 collateralized by securities in the amount of $505,964. The cash collateral was invested in a short-term instrument. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS The Funds (except for V.A. Core Equity, V.A. 500 Index, V.A. Sovereign Investors and V.A. Money Market Funds) may enter into forward foreign currency exchange contracts as a hedge against the effect of fluctuations in currency exchange rates. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date at a set price. The aggregate principal amounts of the contracts are marked to market daily at the applicable foreign currency exchange rates. Any resulting unrealized gains and losses are included in the determination of the Funds' daily net assets. The Funds record realized gains and losses at the time the forward foreign currency exchange contracts are closed out or offset by matching contracts. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of the contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. These contracts involve market or credit risk in excess of the unrealized gain or loss reflected in the Funds' Statements of Assets and Liabilities. The Funds may also purchase and sell forward contracts to facilitate the settlement of foreign currency denominated portfolio transactions, under which they intend to take delivery of the foreign currency. Such contracts normally involve no market risk if they are offset by the currency amounts of the underlying transactions. The Funds had the following open forward foreign currency exchange contracts at December 31, 2000: UNREALIZED PRINCIPAL AMOUNT EXPIRATION APPRECIATION/ CURRENCY COVERED BY CONTRACT MONTH (DEPRECIATION) - -------- ------------------- ---------- ------------ V.A. HIGH YIELD BOND FUND Buys Euro Currency 23,343 Feb 01 $2,091 ======= Sells Euro Currency 265,610 Jan 01 ($19,139) Euro Currency 97,405 Feb 01 (8,891) Euro Currency 55,903 Mar 01 (3,467) Pound Sterling 12,500 Jan 01 (243) Pound Sterling 64,050 Feb 01 (2,488) ------- ($34,228) ======= V.A. STRATEGIC INCOME FUND Buys Australian Dollar 301,550 Feb 01 $11,115 Pound Sterling 49,876 Feb 01 2,410 ------- 13,525 ======= Sells Australian Dollar 301,550 Feb 01 ($10,521) Pound Sterling 262,805 Jan 01 (5,103) Pound Sterling 335,217 Feb 01 (13,021) Pound Sterling 308,646 Mar 01 (12,309) ------- ($40,954) ======= FINANCIAL FUTURES CONTRACTS The Funds (except for V.A. Money Market Fund) may buy and sell financial futures contracts. Buying futures tends to increase the Funds' exposure to the underlying instrument. Selling futures tends to decrease the Funds' exposure to the underlying instrument or hedge other Funds instruments. At the time each Fund enters into a financial futures contract, it is required to deposit with its custodian a specified amount of cash or U.S. government securities, known as "initial margin," equal to a certain percentage of the value of the financial futures contract being traded. Each day, the futures contract is valued at the official settlement price of the board of trade or U.S. commodities exchange on which it trades. Subsequent payments to and from the broker, known as "variation margin," are made on a daily basis as the market price of the financial futures contract fluctuates. Daily variation margin adjustments, arising from this "mark to market," are recorded by the Funds as unrealized gains or losses. When the contracts are closed, the Funds recognize a gain or loss. Risks of entering into futures contracts include the possibility that there may be an illiquid market and/or that a change in the value of the contracts may not correlate with changes in the value of the underlying securities. In addition, the Funds could be prevented from opening or realizing the benefits of closing out futures positions because of position limits or limits on daily price fluctuation imposed by an exchange. For federal income tax purposes, the amount, character and timing of the Funds' gains and/or losses can be affected as a result of futures contracts. The Funds had the following open financial futures contracts at December 31, 2000: UNREALIZED OPEN APPRECIATION EXPIRATION CONTRACTS POSITION (DEPRECIATION) - ---------- --------- -------- ------------ V.A. 500 INDEX FUND Mar 01 4 S&P 500 Long $17,847 ======= At December 31, 2000, the V.A. 500 Index Fund had deposited $75,000 in a segregated account to cover margin requirements on open futures contracts. OPTIONS The Funds (except for V.A. Money Market Fund) may enter into option contracts. Listed options will be valued at the last quoted sales price on the exchange on which they are primarily traded. Over-the-counter options are valued at the mean between the last bid and asked prices. Upon the writing of a call or put option, an amount equal to the premium received by the Funds will be included in the Statements of Assets and Liabilities as an asset and corresponding liability. The amount of the liability will be subsequently marked to market to reflect the current market value of the written option. The Funds may use option contracts to manage their exposure to the price volatility of financial instruments. Writing puts and buying calls will tend to increase the Funds' exposure to the underlying instrument and buying puts and writing calls will tend to decrease the Funds' exposure to the underlying instrument, or hedge other Funds' investments. The maximum exposure to loss for any purchased options will be limited to the premium initially paid for the option. In all other cases, the face (or "notional") amount of each contract at value will reflect the maximum exposure of the Funds in these contracts, but the actual exposure will be limited to the change in value of the contract over the period the contract remains open. Risks may also arise if counterparties do not perform under the contracts' terms ("credit risk") or if the Funds are unable to offset a contract with a counterparty on a timely basis ("liquidity risk"). Exchange-traded options have minimal credit risk as the exchanges act as counterparties to each transaction, and only present liquidity risk in highly unusual market conditions. To minimize credit and liquidity risks in over-the-counter option contracts, the Funds will continuously monitor the creditworthiness of all their counterparties. At any particular time, except for purchased options, market or credit risk may involve amounts in excess of those reflected in the Funds' year-end Statements of Assets and Liabilities. Written option transactions for the year ended December 31, 2000, were as follows: CONTRACTS (000s OMITTED) PREMIUM ------------ ------- V.A. STRATEGIC INCOME FUND Outstanding, beginning of period -- -- Options written -- Mexican Peso 3,750 $3,639 Options expired -- Mexican Peso (3,750) ($3,639) ------- ------- Outstanding, end of period -- -- CONTRACTS (000s OMITTED) PREMIUM ------------ ------- V.A. TECHNOLOGY FUND Outstanding, beginning of period -- -- Options written 2 $661 Options expired (2) ($661) ------- ------- Outstanding, end of period -- -- FEDERAL INCOME TAXES The Funds' policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies. They will not be subject to federal income tax on taxable earnings which are distributed to shareholders. For federal income tax purposes, net currency gains and losses from sales of foreign debt securities may be treated as ordinary income even though such items are capital gains and losses for accounting purposes. For federal income tax purposes, the following funds had capital loss carryforwards available to the extent provided by regulations to offset future net realized capital gains: CAPITAL LOSS CARRYFORWARD EXPIRING POST 10/31/2000 ------------------------------------ LOSS TREATED AS FUND 12/31/2006 12/31/2007 12/31/2008 ARISING 1/1/2001 - ---- ---------- ---------- ---------- ---------------- V.A. Core Equity Fund -- -- -- $814,496 V.A. 500 Index Fund -- -- -- -- V.A. Large Cap Growth Fund -- -- $1,306,804 419,653 V.A. Mid Cap Growth Fund -- -- 633,415 -- V.A. Small Cap Growth Fund -- -- 2,089,105 -- V.A. Sovereign Investors Fund $157,877 $101,159 1,206,695 789,935 V.A. International Fund -- -- 265,560 277,503 V.A. Financial Industries Fund -- 2,140,648 1,313,228 -- V.A. Regional Bank Fund -- -- 2,212,041 638,852 V.A. Technology Fund -- -- 14,000 132,115 V.A. Bond Fund -- 67,593 215,568 8,807 V.A. High Yield Bond Fund -- -- -- 275,404 V.A. Strategic Income Fund 4,130 136,493 455,777 580,413 Expired capital loss carryforwards are reclassified to capital paid-in, in the year of expiration. Additionally, net capital losses attributable to security transactions occurring after October 31, 2000 are treated as arising on the first day (January 1, 2001) of the Funds' next taxable year. DIVIDENDS, INTEREST AND DISTRIBUTIONS Dividend income on investment securities is recorded on the ex-dividend date or, in the case of some foreign securities, on the date thereafter when the Funds identify the dividend. Interest income on investment securities is recorded on the accrual basis. The Funds may place a debt obligation on non-accrual status and reduce related interest income by ceasing current accruals and writing off interest receivables when the collection of interest has become doubtful. Foreign income may be subject to foreign withholding taxes, capital gains and repatriation taxes imposed by certain countries in which the Funds invest, that are accrued as applicable. The Funds record all dividends and distributions to shareholders from net investment income and realized gains on the ex-dividend date. Such distributions are determined in conformity with income tax regulations, which may differ from generally accepted accounting principles. USE OF ESTIMATES The preparation of these financial statements, in accordance with accounting principles generally accepted in the United States of America, incorporates estimates made by management in determining the reported amount of assets, liabilities, revenues and expenses of the Funds. Actual results could differ from these estimates. NOTE C-- MANAGEMENT FEE AND TRANSACTIONS WITH AFFILIATES AND OTHERS The Funds have an investment management contract with the Adviser. Under the investment management contract, the Funds pay a monthly management fee to the Adviser equivalent, on an annual basis, as follows: RATE AS A PERCENTAGE OF FUND AVERAGE DAILY NET ASSETS - ---- ------------------------ V.A. Core Equity Fund 0.70% V.A. 500 Index Fund 0.35 V.A. Large CapGrowth Fund 0.75 V.A. Mid Cap Growth Fund 0.75 V.A. Relative Value Fund 0.60 V.A. Small Cap Growth Fund 0.75 V.A. Sovereign Investors Fund 0.60 V.A. International Fund 0.90 V.A. Financial Industries Fund 0.80 V.A. Regional Bank Fund 0.80 V.A. Technology Fund 0.80 V.A. Bond Fund 0.50 V.A. High Yield Bond Fund 0.60 V.A. Money Market Fund 0.50 V.A. Strategic Income Fund 0.60 The V.A. Core Equity Fund and the Adviser have a subadvisory contract with Independence Investment Associates, Inc. ("IIA"). IIA is a wholly-owned indirect subsidiary of John Hancock Life Insurance Company ("JHLICo"). From January 1, 2000, until March 1, 2000, the V.A. International Fund and the Adviser had subadvisory contracts with John Hancock Advisers International Limited ("JHAI"), the Fund's original subadviser, and Indocam International Investments Services ("IIIS"). The Adviser terminated the contract with JHAI on March 1, 2000 and with IIIS on December 14, 2000. Effective December 14, 2000, the Fund and the Adviser entered into a subadvisory contract with Nicholas-Applegate Capital Management LP, who is the Fund's sole subadviser. The V.A. Technology Fund and the Adviser have a subadvisory contract with American Fund Advisors, Inc. The Funds are not responsible for payment of subadvisers' fees. The Adviser has voluntarily agreed to limit the management fee on the V.A. 500 Index Funds to 0.10% of the Funds' average daily net assets, at least until April 30, 2001. Accordingly, the management fee reduction amounted to $82,948 during the year ended December 31, 2000. The Adviser reserves the right to terminate this limitation in the future. The Adviser has voluntarily agreed to limit each Fund's expenses (excluding the management fee), to 0.25% of each Fund's average daily net assets at least until April 30, 2001. Accordingly, the reductions in the Funds' expenses for the year ended December 31, 2000 were as follows: FUND FEE REDUCTION - ---- ------------- V.A. 500 Index Fund $108,198 V.A. Mid Cap Growth Fund 13,517 V.A. Small Cap Growth Fund 29,736 V.A. International Fund 189,610 V.A. Technology Fund 39,008 V.A. Bond Fund 27,848 V.A. High Yield Bond Fund 33,670 The Adviser reserves the right to terminate this limitation in the future. The Funds have an agreement with the Adviser to perform necessary tax, accounting and legal services for the Funds. The compensation for the year was at an annual rate of less than 0.02% of the average net assets of each Fund. The V.A. 500 Index Fund has an agreement with Standard & Poor's ("S&P") to license certain trademarks and trade names of S&P and of the S&P 500 Index, which is determined, composed and calculated by S&P without regard to the Adviser or the V.A. 500 Index Fund. (Requisite disclosure regarding the use of the Standard & Poor's name is included in the Funds' prospectus.) Mr. Stephen L. Brown and Ms. Maureen R. Ford are directors and/or officers of the Adviser and/or its affiliates, as well as Trustees of the Funds. The compensation of unaffiliated Trustees is borne by the Funds. The unaffiliated Trustees may elect to defer, for tax purposes, their receipt of this compensation under the John Hancock Group of Fund Deferred Compensation Plan. The Funds make investments into other John Hancock funds, as applicable, to cover their liability for the deferred compensation. Investments to cover the Funds' deferred compensation liability are recorded on the Funds' books as an other assets. The deferred compensation liability and the related other assets are always equal and are marked to market on a quarterly basis to reflect any income earned by the investments as well as any unrealized gains or losses. The Deferred Compensation Plan investments had no impact on the operations of the Funds. The Adviser and other subsidiaries of John Hancock Life Insurance Company owned the following shares of beneficial interest of the Funds as of December 31, 2000: FUND SHARES OF BENEFICIAL INTEREST - ---- ----------------------------- V.A. Large Cap Growth Fund 102,341 V.A. Mid Cap Growth Fund 50,071 V.A. Relative Value Fund 52,777 V.A. Small Cap Growth Fund 102,547 V.A. International Fund 222,987 V.A. Regional Bank Fund 52,589 V.A. Technology Fund 50,000 V.A. Bond Fund 131,418 V.A. High Yield Bond Fund 264,334 V.A. Money Market Fund 120,098 V.A. Strategic Income Fund 523,521 NOTE D-- INVESTMENT TRANSACTIONS Purchases and proceeds from sales of securities for the Funds, other than short-term securities and obligations of the U.S. government, during the year ended December 31, 2000, were as follows: FUND PURCHASES SALES - ---- ----------- ----------- V.A. Core Equity Fund $42,115,835 $41,675,001 V.A. 500 Index Fund 2,307,449 12,894,479 V.A. Large Cap Growth Fund 31,296,632 34,612,666 V.A. Mid Cap Growth Fund 26,398,947 18,795,733 V.A. Relative Value Fund 70,514,895 69,223,742 V.A. Small Cap Growth Fund 34,977,801 28,519,888 V.A. Sovereign Investors Fund 24,474,993 19,435,997 V.A. International Fund 14,985,994 15,776,436 V.A. Financial Industries Fund 29,716,172 22,019,465 V.A. Regional Bank Fund 4,345,596 12,035,766 V.A. Technology Fund 18,361,163 3,734,817 V.A. Bond Fund 37,105,046 31,197,443 V.A. High Yield Bond Fund 4,376,128 6,109,749 V.A. Strategic Income Fund 23,089,638 12,639,620 At December 31, 2000, the cost (excluding the corporate savings account) and gross unrealized appreciation and depreciation in value of investments owned by the Funds, as computed on a federal income tax basis, were as follows: GROSS GROSS NET UNREALIZED UNREALIZED UNREALIZED APPRECIATION/ FUND COST APPRECIATION DEPRECIATION (DEPRECIATION) - ---- ----------- ------------ ------------ ------------ V.A. Core Equity Fund $36,890,096 $7,804,058 $4,010,356 $3,793,702 V.A. 500 Index Fund 17,840,933 8,398,062 1,697,160 7,240,902 V.A. Large Cap Growth Fund 12,789,433 2,239,349 2,670,989 (431,640) V.A. Mid Cap Growth Fund 10,897,906 2,093,387 1,574,693 518,694 V.A. Relative Value Fund 43,590,186 4,854,560 10,608,477 (5,753,917) V.A. Small Cap Growth Fund 18,232,549 5,165,484 3,532,447 1,633,037 V.A. Sovereign Investors Fund 48,515,960 10,191,217 3,421,215 6,770,002 V.A. International Fund 6,171,294 702,258 551,685 150,573 V.A. Financial Industries Fund 52,470,820 19,632,068 659,836 18,972,232 V.A. Regional Bank Fund 11,709,207 2,334,146 314,017 2,020,129 V.A. Technology Fund 18,726,727 401,010 4,337,617 (3,936,607) V.A. Bond Fund 24,311,360 654,628 133,540 521,088 V.A High Yield Bond Fund 9,825,406 240,539 3,024,545 (2,784,006) V.A. Money Market Fund 67,919,023 -- -- -- V.A. Strategic Income Fund 35,693,882 656,841 2,814,957 (2,158,116) NOTE E-- RECLASSIFICATION OF ACCOUNTS During the year ended December 31, 2000, reclassifications have been made in each Fund's capital balances to report these balances on a tax basis, excluding certain temporary differences, as of December 31, 2000. Additional adjustments may be needed in subsequent reporting periods. These reclassifications, which have no impact on the net asset value of the Funds, are primarily attributable to certain differences in the treatment of net operating losses, foreign currency gains and losses and return of capital under federal tax rules versus generally accepted accounting principles. The calculation of net investment income (loss) per share in the financial highlights excludes these adjustments. UNDISTRIBUTED ACCUMULATED CAPITAL NET INVESTMENT NET REALIZED FUND PAID-IN INCOME (LOSS) GAIN (LOSS) - ---- ------- ------------- ----------- V.A. Core Equity Fund ($3,088) $2,934 $154 V.A. 500 Index Fund (177) 48 129 V.A. Large Cap Growth Fund (116,413) 116,340 73 V.A. Mid Cap Growth Fund (55,559) 55,538 21 V.A. Relative Value Fund (158) (879) 1,037 V.A. Small Cap Growth Fund (194,912) 194,847 65 V.A. Sovereign Investors Fund (2,880) 2,708 172 V.A. International Fund (39) 59,513 (59,474) V.A. Financial Industries Fund (241) (19,285) 19,526 V.A. Regional Bank Fund (214) 135 79 V.A. Bond Fund (61) (76) 137 V.A. High Yield Bond Fund (47) (7,319) 7,366 V.A. Money Market Fund (141) 141 -- V.A. Strategic Income Fund (91,761) (79,029) 170,790 NOTE F -- REORGANIZATION On March 18, 1999, the shareholders of John Hancock V.A. World Bond Fund (VAWBF) approved a plan of reorganization between VAWBF and V.A. Strategic Income Fund, providing for the transfer of substantially all of the assets and liabilities of VAWBF to V.A. Strategic Income Fund in exchange solely for shares of V.A. Strategic Income Fund. The acquisition of VAWBF was accounted for as a tax-free exchange of 253,313 shares of V.A. Strategic Income for the net assets of VAWBF, which amounted to $2,569,839, including $17,012 of unrealized depreciation, after the close of business on March 26, 1999. NOTE G -- CHANGE IN ACCOUNTING PRINCIPLE The Funds will adopt the provisions of the AICPA Audit and Accounting Guide for Investment Companies, as revised, effective for fiscal years beginning after December 15, 2000. As required, the Funds will begin amortizing premiums on debt securities effective January 1, 2001. Prior to this date, the Funds did not amortize premiums on debt securities. The cumulative effect of this accounting change will have no impact on the total net assets of the Funds. The impact of this accounting change has not been determined but will result in a reclassification between the cost of securities and a corresponding reclassification in net unrealized appreciation/depreciation, based on securities held as of December 31, 2000. REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS To the Contract Owners and Trustees of John Hancock Declaration Trust We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of John Hancock Declaration Trust (the Trust) (comprising, respectively, V.A. Core Equity Fund, V.A. 500 Index Fund, V.A. Large Cap Growth Fund, V.A. Mid Cap Growth Fund, V.A. Relative Value Fund (formerly, V.A. Large Cap Value Fund), V.A. Small Cap Growth Fund, V.A. Sovereign Investors Fund, V.A. International Fund, V.A. Financial Industries Fund, V.A. Regional Bank Fund, V.A. Technology Fund, V.A. Bond Fund, V.A. High Yield Bond Fund, V.A. Money Market Fund and V.A. Strategic Income Fund) as of December 31, 2000, and the related statements of operations for the year then ended, the statements of changes in net assets and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the respective portfolios constituting the John Hancock Declaration Trust at December 31, 2000, the results of their operations for the year then ended, and the changes in their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. /S/ ERNST & YOUNG LLP Boston, Massachusetts February 9, 2001 TAX INFORMATION (UNAUDITED) The Funds designated the following as long-term capital gain divi dends during the fiscal year ended December 31, 2000. Additionally, the following dividend distributions qualify for the dividends received deduction available to corporations. DIVIDENDS CAPITAL GAINS RECEIVED FUND DESIGNATED DEDUCTION - ---- ----------- ----------- V.A. Core Equity Fund $1,330,264 67.30% V.A. 500 Index Fund 92,786 99.99 V.A. Large Cap Growth Fund 323,779 12.13 V.A. Mid Cap Growth Fund 7,822 8.34 V.A. Relative Value Fund 3,679,699 1.58 V.A. Small Cap Growth Fund 315,995 0.91 V.A. Sovereign Investors Fund -- 100.00 V.A. International Fund 238,923 -- V.A. Financial Industries Fund -- 76.12 V.A. Regional Bank Fund -- 99.85 V.A. Technology Fund -- 1.87 V.A. High Yield Bond Fund -- 5.80 V.A. Strategic Income Fund -- 0.81 SHAREHOLDER MEETING (UNAUDITED) On December 1, 2000, the shareholders of John Hancock V.A. Financial Industries Fund approved a proposal to eliminate the investment restriction requiring the Fund to invest more than 25% of its assets in the banking industry (3,132,756 FOR, 131,200 AGAINST and 192,513 ABSTAINING). [A 1 1/2" x 1/2" John Hancock (Signature) logo in upper left hand corner.] John Hancock Funds, Inc. MEMBER NASD 101 Huntington Avenue Boston, MA 02199-7603 1-800-225-5291 1-800-554-6713 TDD 1-800-338-8080 EASI-Line www.jhfunds.com This report is for the information of the shareholders of the John Hancock Declaration Trust. It is not authorized for distribution to prospective investors unless it is preceded or accompanied by the current prospectus, which details charges, investment objectives and operating policies. A recycled logo in lower left hand corner with caption "Printed on Recycled Paper." DEC0A 12/00 2/01 SEMIANNUAL REPORT Declaration Trust Equity V.A. Core Equity Fund V.A. Relative Value Fund V.A. Sovereign Investors Fund - ------------------------------------------------------ Sector V.A. Financial Industries Fund V.A. Technology Fund - ------------------------------------------------------ Income V.A. Bond Fund V.A. Money Market Fund V.A. Strategic Income Fund JUNE 30, 2001 [A 2" x 1" John Hancock (Signature)/John Hancock Funds logo in lower, center middle of page. A tag line below reads "JOHN HANCOCK FUNDS".] Table of Contents Page 1) CEO Corner 3 2) Portfolio Manager Commentary These commentaries reflect the views of the portfolio managers or portfolio management teams through the end of the period discussed in this report. Of course, the managers' or team's views are subject to change as market and other conditions warrant. Equity V.A. Core Equity Fund 4 V.A. Relative Value Fund 7 V.A. Sovereign Investors Fund 10 Sector V.A. Financial Industries Fund 13 V.A. Technology Fund 16 Income V.A. Bond Fund 19 V.A. Money Market Fund 22 V.A. Strategic Income Fund 24 3) Financial Statements 27 4) Notes to Financial Statements 63 TRUSTEES Dennis S. Aronowitz* Richard P. Chapman, Jr. William J. Cosgrove* John M. DeCiccio Richard A. Farrell* Maureen R. Ford Gail D. Fosler William F. Glavin Dr. John A. Moore Patti McGill Peterson John W. Pratt* * Members of the Audit Committee OFFICERS Maureen R. Ford Chairman, President and Chief Executive Officer William L. Braman Executive Vice President and Chief Investment Officer Richard A. Brown Senior Vice President and Chief Financial Officer Susan S. Newton Senior Vice President and Secretary William H. King Vice President and Treasurer Thomas H. Connors Vice President and Compliance Officer CUSTODIANS Investors Bank & Trust Company 200 Clarendon Street Boston, Massachusetts 02116 V.A. Bond Fund V.A. Core Equity Fund V.A. Financial Industries Fund V.A. Relative Value Fund V.A. Sovereign Investors Fund V.A. Strategic Income Fund V.A. Technology Fund State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 V.A. Money Market Fund TRANSFER AGENT John Hancock Annuity Servicing Office 529 Main Street (X-4) Charlestown, Massachusetts 02129 INVESTMENT ADVISER John Hancock Advisers, Inc. 101 Huntington Avenue Boston, Massachusetts 02199-7603 SUB-INVESTMENT ADVISERS American Fund Advisors, Inc. 1415 Kellum Place Garden City, New York 11530 V.A. Technology Fund Independence Investment LLC 53 State Street Boston, Massachusetts 02109 V.A. Core Equity Fund ISSUER John Hancock Life Insurance Company John Hancock Variable Life Insurance Company* 200 Clarendon Street Boston, Massachusetts 02117 *Not Licensed in New York PRINCIPAL DISTRIBUTOR John Hancock Funds, Inc. 101 Huntington Avenue Boston, Massachusetts 02199-7603 LEGAL COUNSEL Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109-1803 CEO CORNER [A 1" x 1" photo of Maureen R. Ford, Chairman and Chief Executive Officer, flush right next to first paragraph.] DEAR SHAREHOLDERS: The U.S. stock market has had a rough beginning in 2001, as last year's downward spiral continued due to growing concern over the slowing economy and a parade of disappointing earnings announcements. The Standard & Poor's 500 Index, a leading benchmark of large-cap stocks, fell by 6.69% in the first six months of the year. The Federal Reserve aggressively began to attack the economic slowdown with interest-rate cuts totaling 2.75 percentage points between January and the end of June. By April, investors began to believe the worst might be over, prompting a sharp stock rally that month. Bonds wound up outperforming stocks overall. Even with the spring upturn, the stock market remains indecisive, as investors try to get a clearer sense of the timetable for economic and corporate recovery. More than ever, this is a time to keep a long-term investment perspective and check in with your investment professional to ensure that your portfolio is adequately diversified. In the midst of this year's market disappointments, one significant event occurred that has positive short- and long-term implications for investors. On June 7, President George W. Bush signed into law the most sweeping tax-cut bill in two decades. The bill's first benefit comes this summer in the form of a tax refund, ranging from $300 to $600, to almost everyone who filed a 2000 tax return. Gradual cuts in taxes will follow the rebate checks. For investors, the bill also provides a number of extra incentives for retirement and college savings through changes to IRA and 401(k) plan contributions and enhancements to Education IRAs, among other things. The new tax law has a variety of provisions, many of which are phased in over a number of years. We encourage you to consult with your investment professional to determine how to take the best, and most timely, advantage of the benefits it contains. Sincerely, /S/ MAUREEN R. FORD MAUREEN R. FORD, CHAIRMAN AND CHIEF EXECUTIVE OFFICER BY PAUL MCMANUS FOR THE PORTFOLIO MANAGEMENT TEAM John Hancock V.A. Core Equity Fund Fed cuts interest rates aggressively amid further slowing of the economy The first half of 2001 witnessed a pitched battle between two powerful forces. On the one hand, prices were undermined -- especially in February and March -- by continued economic slowing and the resulting damage to corporate earnings prospects. On the other hand, the Federal Reserve Board weighed in with six reductions in short-term interest rates since the beginning of the year in an aggressive effort to head off a recession. Two of the cuts -- on January 3 and April 18 -- came between regularly scheduled meetings of the Fed's Open Market Committee. Both surprise moves gave all of the popular market averages a notable boost. The Standard & Poor's 500 Index reached an interim peak on May 22, five business days after the May 15 reduction. From there the Index drifted irregularly lower until the end of the period, consolidating its recent gains. "With a few exceptions, the stocks that detracted most from performance were technology and telecommunications stocks..." Although announcements of corporate layoffs continued unabated during the period, unemployment rose only modestly, and consumers continued to spend freely. Accounting for approximately two-thirds of total economic activity, consumer spending is considered vital to keep the economy growing at a healthy rate. Energy prices, while still high, eased somewhat from their extreme levels in the fall of 2000. Overall, inflation remained well under control, allowing the Fed free rein to trim rates as it saw fit. [Table at bottom left hand column entitled "Top Five Stock Holdings." The first listing is General Electric 4.7%, the second is Microsoft 4.5%, the third Citigroup 4.2%, the fourth Pfizer 3.3% and the fifth ExxonMobil 3.0%. A note below the table reads "As a percentage of net assets on June 30, 2001."] Performance review Technology and telecommunications stocks continued to fare poorly, reflecting sagging demand and overbuilding of the telecom infrastructure during the past few years. Meanwhile, investors flocked to defensive market sectors such as consumer staples, financial services and health care, especially the services segment. Energy stocks also did well, buoyed by continued strength in crude oil and natural gas prices. The Fund's strategy of diversification and buying undervalued stocks of companies with improving fundamentals worked well in this environment, enabling us to add value with stock selection in a number of sectors while remaining close to our benchmark index in sector weightings and risk profile. For the six months ended June 30, 2001, John Hancock V.A. Core Equity Fund had a return of -4.68% at net asset value. In comparison, the S&P 500 Index returned -6.69%, including reinvested dividends. The Fund's returns, while negative, also compared favorably with the average variable annuity large-cap core fund's -7.92%, according to Lipper, Inc. Longer-term performance information can be found on page six. Mega-cap winners Microsoft topped the list of stocks that helped the Fund's performance, bucking the overall downward trend in technology. The company was one of the first to preannounce lower-than-expected earnings last fall, and investors likewise anticipated an early recovery relative to other stocks in the sector. Another positive influence was the news near the end of June that a federal appeals court had overturned the U.S. District Court ruling that Microsoft must be split into two separate companies for antitrust reasons. The likelihood of a new generation of personal computers within the next year or so, which would trigger upgrades to a more advanced version of Microsoft's Windows operating system, added still another reason for investors to like the stock. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the six months ended June 30, 2001." The chart is scaled in increments of 2% with -10% at the bottom and 0% at the top. The first bar represents the -4.68% total return for John Hancock V.A. Core Equity Fund. The second bar represents the -7.92% total return for Average variable annuity large-cap core fund. A note below the chart reads "The total return for John Hancock V.A. Core Equity Fund is at net asset value with all distributions reinvested. The average variable annuity large-cap core fund is tracked by Lipper, Inc. See the following page for historical performance information."] AOL Time Warner also made a positive contribution to performance. The company's management appeared to be doing a good job of bringing to fruition the anticipated synergies from the recent mega-merger of America Online and Time Warner -- in spite of lower income from advertising, which constitutes a large percentage of the company's revenue base. Finally, Chevron and ExxonMobil reflected the ongoing strength in energy prices. Tech and drug losers With a few exceptions, the stocks that detracted most from performance were technology and telecommunications stocks in which the Fund had market-weighted or underweighted positions. Included in this category were Cisco Systems, EMC, Oracle Systems, Sun Microsystems, Radio Shack, Corning, Comverse Technology and QUALCOMM. In the case of Qwest Communications, the Fund was hurt by being overweighted compared with the Index. However, we felt justified in taking this position because of Qwest's solid management, strong fundamental outlook, and the potential benefits of the company's recent merger with SBC Communications. A number of drug companies -- among them Merck, Bristol-Myers Squibb, Pfizer and Schering-Plough -- also detracted significantly from performance. While some of the drug industry's problems were attributable to currency fluctuations, we believe that most of the weakness in these stocks was due to a temporary, but widespread, lull in the product development and approval process. "...the economy is still giving off very mixed signals." Looking ahead We are as positive on the U.S. stock market as we have been for quite a while. Valuations are much more reasonable, investors are more value-conscious, and the Fed is aggressively easing monetary conditions. Short-term interest rates are now approximately two full percentage points below long-term rates, historically an extremely bullish backdrop for stocks. Consumer spending, an important driver of economic activity, should be aided by the retroactive tax cut recently passed by Congress. Despite all of these positive factors, however, we must point out that the economy is still giving off very mixed signals. Patience and the discipline to stick with our methodology of seeking out undervalued stocks of companies with improving fundamentals should provide useful guidance in this uncertain environment. A LOOK AT PERFORMANCE For the period ended June 30, 2001 SINCE SIX ONE INCEPTION MONTHS YEAR (8/29/96) ------- ------- ------- Cumulative Total Returns (4.68%) (12.02%) 89.14% Average Annual Total Returns -- (12.02%) 14.09% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. These reductions can be terminated in the future. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Core Equity Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Core Equity Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Standard & Poor's 500 Index and is equal to $20,142 as of June 30, 2001. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Core Equity Fund on August 29, 1996 and is equal to $18,914 as of June 30, 2001. BY TIMOTHY E. QUINLISK, CFA, PORTFOLIO MANAGEMENT TEAM LEADER, AND JAMES S. YU, CFA, AND R. SCOTT MAYO, CFA, PORTFOLIO MANAGERS John Hancock V.A. Relative Value Fund Stock market volatility continues as economy remains weak The first half of 2001 was not what investors had hoped. The Federal Reserve significantly lowered short-term interest rates between January and June, but the economy remained sluggish. Corporations with declining revenues and earnings cut back on spending, triggering earnings disappointments for many suppliers. Tough year-over-year earnings comparisons caused further volatility in the market, especially during the first quarter when stock prices fell sharply. The market appeared to reach bottom early in the second quarter, gaining some ground as investors began buying stocks that would benefit from an improved economy. Many stocks in sectors like technology and telecommunications, however, continued to plummet. The Standard & Poor's 500 Index returned a disappointing -6.69% for the six months ended June 30, 2001. [Table at bottom left hand column entitled "Top Five Stock Holdings." The first listing is Agere Systems 5.8%, the second is Pegasus Communications 5.2%, the third Sprint 4.5%, the fourth Parametric Technology 4.4% and the fifth AT&T Corp.-Liberty Media Group 4.3%. A note below the table reads "As a percentage of net assets on June 30, 2001."] Stock picker's market The market's volatility and weak economic environment forced investors to focus on fundamentals, such as sales and earnings, as well as valuations (or stock prices relative to earnings growth). Many growth stocks in the technology and telecom sectors suffered, while investors favored value stocks in areas like natural resources, energy and finance. Across all industries, however, stock selection -- choosing companies that could meet their earnings targets -- was key. Lower stock prices made sense where sales had fallen severely or balance sheets carried too much debt. But too often problems at one company triggered indiscriminate selling throughout the industry. This created unique opportunities to buy great businesses at bargain prices. "We found the best values in the technology, telecom and media sectors." Strong Fund performance The market's volatility allowed us to build the Fund's stakes in top-quality businesses with the ability to grow and create value over a long period. Our focus was on companies where there was a catalyst -- such as a restructuring, new management or new product -- that would help unlock the stock's intrinsic value. Strong stock selection resulted in John Hancock V.A. Relative Value Fund returning 5.87% at net asset value, during the six months ended June 30, 2001. By comparison, the average variable annuity multi-cap value fund returned 0.94%, according to Lipper, Inc. For historical performance information, please see page nine. [A 1 1/2" x 2" photo at bottom right side of page of John Hancock V.A. Relative Value Fund. Caption below reads "Timothy Quinlisk."] Winners in technology and media The Fund had above-average investments in technology and media, where selected stocks rebounded nicely. Microsoft and Dell Computer rallied as investors regained confidence in their ability to meet earnings forecasts, prompting us to take profits. Computer Associates International, a mainframe software developer, benefited from improved accounting practices and strong demand related to IBM's new mainframe offering. And ANTEC, which makes equipment that enables companies to deliver telephone services over cable, rebounded following a questionable acquisition. Media companies like AT&T's Liberty Media, Clear Channel Communications, USA Networks, Viacom and XM Satellite Radio Holdings also were strong contributors to performance as investors began recognizing the value of their assets. But our biggest gains came from Cendant, a company with hotel franchising and real estate operations. The stock made a huge comeback as management addressed past accounting problems and exceeded earnings expectations. As the stock reached our price target, we took profits. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the six months ended June 30, 2001." The chart is scaled in increments of 2% with 0% at the bottom and 6% at the top. The first bar represents the 5.87% total return for John Hancock V.A. Relative Value Fund. The second bar represents the 0.94% total return for Average variable annuity multi-cap value fund. A note below the chart reads "The total return for John Hancock V.A. Relative Value Fund is at net asset value with all distributions reinvested. The average variable annuity multi-cap value fund is tracked by Lipper, Inc. See the following page for historical performance information."] "While the economy remains sluggish, there are many indications that it could be at or near the bottom." Disappointments in telecom The Fund also had a sizable stake in telecom-related companies, many of which declined 50% or more during the period as telecom spending came to a screeching halt. Among our biggest casualties were Conexant Systems, which makes semiconductors used in broadband and wireless communications; Corning, which supplies the fiber for fiber-optics networks; Vicor, which makes power converters used in the cellular infrastructure; and Lucent Technologies, which makes telecom equipment. Nextel Communications, a wireless operator, also took a severe beating despite maintaining high monthly subscriber revenues. In addition, software stocks like Wind River Systems and Parametric Technology disappointed as companies deferred technology spending. Satellite companies like Pegasus Communications and Hughes Electronics suffered from uncertainties surrounding their possible acquisition. Buying opportunities We found the best values in the technology, telecom and media sectors. Among our new additions were Agere Systems, a leading supplier of communications semiconductors and optical components that was recently spun off by Lucent Technologies at a very attractive price, and Concord Communications, a small software company. We added substantially to our stake in Sprint, a leading provider of local and long- distance services. And we bought Cumulus Media, a company that buys and manages small radio stations in small- and mid-size markets. Finally, cheap health-care valuations and solid growth prospects prompted us to increase our stake in large pharmaceuticals like Schering-Plough, as well as smaller specialty drug companies like Alpharma. A look ahead We believe both the economy and the stock market are poised for recovery. While the economy remains sluggish, there are many indications that it could be at or near the bottom. U.S. economic growth in 2001 will not be as robust as it was in early 2000, but it should still be good, especially as lower interest rates kick in. We're also optimistic about stocks. A lot of companies announced in advance that they would miss their second quarter earnings targets, which means the bad news is already reflected in their stock prices. Stock prices should benefit as year-over-year earnings comparisons become easier and as the economic outlook improves. At current levels, the market offers attractive buying opportunities for relative value stock pickers like us. A LOOK AT PERFORMANCE For the period ended June 30, 2001 SINCE SIX ONE INCEPTION MONTHS YEAR (1/6/98) ------- ------- ------- Cumulative Total Returns 5.87% (4.99%) 91.66% Average Annual Total Returns -- (4.99%) 20.56% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. These reductions can be terminated in the future. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Relative Value Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Relative Value Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Relative Value Fund on January 6, 1998 and is equal to $19,166 as of June 30, 2001. The second line represents the Standard & Poor's 500 Index and is equal to $13,201 as of June 30, 2001. BY JOHN F. SNYDER, III, PORTFOLIO MANAGEMENT TEAM LEADER, AND BARRY H. EVANS, CFA, AND PETER M. SCHOFIELD, PORTFOLIO MANAGERS John Hancock V.A. Sovereign Investors Fund Stock market stays in negative territory The stock market's malaise extended into 2001. Under the pressure of corporate cost-cutting and layoffs as well as a sagging U.S. economy, stocks continued their treacherous decline in the first quarter of the year. Once again, technology and telecommunications stocks were among the sectors hardest hit by the market slump. Investors continued their migration to safer havens -- those stocks with steady earnings growth, even in a slower economy, and more reasonable valuations. "Once again, technology and telecommunications stocks were among the sectors hardest hit by the market slump." After four straight quarters of tumbling prices, investors finally got some relief when stocks staged a springtime rally. With the Federal Reserve's fifth interest-rate cut, investors began to believe that the worst might finally be over for the U.S. economy. Although stocks surged on the news, most experts remained skeptical about whether the rally signaled the start of a sustained market recovery. At the end of the period, doubt still pervaded the market and many gun-shy investors continued to take a cautious wait-and-see attitude. The result was a negative return for the broad Standard & Poor's 500 Index, which lost 6.69% in the first six months of 2001. [Table at bottom left hand column entitled "Top Five Stock Holdings." The first listing is Citigroup 3.5%, the second is IBM 2.6%, the third Johnson & Johnson 2.3%, the fourth Chevron 2.3% and the fifth BellSouth 2.2%. A note below the table reads "As a percentage of net assets on June 30, 2001."] Performance scorecard For the six months ended June 30, 2001, John Hancock V.A. Sovereign Investors Fund returned -5.70% at net asset value. By comparison, the average variable annuity equity income fund returned -1.79%, according to Lipper, Inc. See page 12 for historical performance information. What put a damper on the Fund's relative performance was our focus on high-quality growth financials. As interest rates fell in the first half of the year, investors flocked to lower-quality regional banks with hopes that an economic uptick would eventually improve their credit situations. On the flip side, our high-quality growth financials -- including American International Group, AFLAC and Citigroup -- languished. [A 1 1/2" x 2" photo at bottom right side of page of John Hancock V.A. Sovereign Investors Fund. Caption below reads "John Snyder."] Several of our longtime holdings also had a negative impact on performance. Consumer products company Kimberly-Clark dropped under the pressure of rising material costs, an increasingly competitive environment and a strong U.S. dollar that hurt profits overseas. Given its reasonable valuation and strong product line-up, we're sticking with our position. Advertising giant Interpublic Group fell prey to a weak economy and difficulty digesting several large acquisitions, and we've cut back on our position. In this difficult environment, we were once again reminded how important stock selectivity is. For example, thanks to its strong product cycle and accelerating earnings, Baxter International turned in a strong performance, despite the declining health-care sector. At a time when most technology stocks were still reeling from tremendous losses, IBM jumped more than 30%. This is a testament to its solid fundamentals -- diverse product line, strong earnings and reasonable valuation. Finally, our largest energy holdings -- Chevron and ExxonMobil -- rose sharply thanks to higher oil prices, strong earnings and the perception of their being safe havens in a stormy market. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the six months ended June 30, 2001." The chart is scaled in increments of 2% with -6% at the bottom and 0% at the top. The first bar represents the -5.70% total return for John Hancock V.A. Sovereign Investors Fund. The second bar represents the -1.79% total return for Average variable annuity equity income fund. A note below the chart reads "The total return for John Hancock V.A. Sovereign Investors Fund is at net asset value with all distributions reinvested. The average variable annuity equity income fund is tracked by Lipper, Inc. See the following page for historical performance information."] Fine-tuning the portfolio Our strong focus on stock selectivity has led us to make several adjustments to the portfolio during the first half of the year. Once again, the Fund's unwavering investment philosophy has always led us to invest in high-quality companies with steady earnings growth and reasonable valuations. Given that, we've continued to pare our retail holdings such as Home Depot and Lowe's. Our concern is that valuations have become extended and there's a risk of softer consumer spending as corporate layoffs become more widespread. High valuations also led us to take profits in several of our longtime health-care holdings such as pharmaceutical giant Schering-Plough and medical device maker Medtronic. We viewed the lackluster performance of high-quality financials as a buying opportunity, since we believe that investors will eventually recognize the outstanding growth potential of these stocks. As a result, we've added a position in PNC Bank, which stands to benefit from an increase in its fee-based business. We've also beefed up our position in capital goods and basic materials stocks, believing they will perform strongly when the economy recovers. Our emphasis here is on companies such as Rohm and Haas, and Tyco International, both of which have successfully weathered the recent downturn and are well positioned to leverage the eventual upturn in the economy. "...it's clear that the Federal Reserve is committed to preventing the economy from hitting a hard landing." A look ahead In the midst of this difficult market, we do see some positive signs on the horizon. With its six interest-rate cuts so far this year, it's clear that the Federal Reserve is committed to preventing the economy from hitting a hard landing. We're also starting to see rates come down overseas, which can only be positive for the United States. Probably the most important factor is that inflation remains well under control, despite the recent rate cuts and the surge in energy prices. Does this mean the worst is over? Now more than ever, investors are questioning when the stock market and the economy will turn the corner. Since no one knows, we're not putting our efforts into trying to time the turnaround, but rather we're maintaining our steadfast focus on high-quality stocks with strong growth potential and reasonable valuations. A LOOK AT PERFORMANCE For the period ended June 30, 2001 SINCE SIX ONE INCEPTION MONTHS YEAR (8/29/96) ------- ------- ------- Cumulative Total Returns (5.70%) (1.59%) 58.65% Average Annual Total Returns -- (1.59%) 10.02% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. These reductions can be terminated in the future. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Sovereign Investors Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Sovereign Investors Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Standard & Poor's 500 Index and is equal to $20,142 as of June 30, 2001. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Sovereign Investors Fund on August 29, 1996 and is equal to $15,865 as of June 30, 2001. BY JAMES K. SCHMIDT, CFA, PORTFOLIO MANAGEMENT TEAM LEADER, AND THOMAS M. FINUCANE AND THOMAS C. GOGGINS, PORTFOLIO MANAGERS John Hancock V.A. Financial Industries Fund Financial stocks outperform the volatile stock market It was a difficult six months for the stock market, which lost ground and was fraught with heightened volatility. An economy that slowed precipitously and a barrage of corporate earnings disappointments turned investors into bears, especially in the first quarter. In response to the sagging economy, the Federal Reserve began cutting interest rates. Between January and the end of June, it lowered the federal funds rate that banks charge each other for overnight loans by 2.75 percentage points in a bid to avoid a recession. Financial stocks held up better than the market as a whole, although the sector had its decided winners and losers. With the market growing increasingly dicey, financial companies connected to the stock market, like asset managers and brokerage houses, suffered, as did those whose stocks had run up the most by late last year. In a reversal of last year's fortunes, the smaller banks and those most sensitive to interest-rate moves made a comeback. For the six months ended June 30, 2001, the Standard & Poor's Financial Index returned -2.52%, while the Standard & Poor's 500 Index returned -6.69%. [Table at bottom left hand column entitled "Top Five Stock Holdings." The first listing is Fifth Third Bancorp 4.2%, the second is American International Group 4.0%, the third Citigroup 4.0%, the fourth AFLAC 3.8% and the fifth General Electric 3.7%. A note below the table reads "As a percentage of net assets on June 30, 2001."] Fund performance For the six months ended June 30, 2001, John Hancock V.A. Financial Industries Fund posted a total return -9.54% at net asset value. That compared with the 0.54% return of the average open-end financial services fund and the -14.72% return of the average variable annuity specialty/miscellaneous fund, according to Lipper, Inc. See page 15 for historical performance information. "We also moved to boost our stake in U.S. banks..." Brokers, asset managers struggle Our overweighting in the brokerage firms and asset managers, which helped us significantly outperform our peers last year, accounted for our relative performance lag so far this year. That included brokerage and investment banking firms Charles Schwab, Merrill Lynch and Morgan Stanley, whose fundamentals deteriorated as trading, IPO and merger activity slowed in the negative market environment. Marsh McLennan, with its Putnam asset-manager subsidiary, and American Express were similarly affected. [A 1 1/2" x 2" photo at bottom right side of page of John Hancock V.A. Financial Industries Fund. Caption below reads "Jim Schmidt."] While we moved to cut our stake in these market-sensitive stocks, we did not do so aggressively enough. But we believe the securities business is close to a bottom, and will begin to look better later this year as the economy stabilizes with lower rates. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the six months ended June 30, 2001." The chart is scaled in increments of 5% with -15% at the bottom and 10% at the top. The first bar represents the -9.54% total return for John Hancock V.A. Financial Industries Fund. The second bar represents the 0.54% total return for Average open-end financial services fund. The third bar represents the -14.72% total return for Average variable annuity specialty/miscellaneous fund. A note below the chart reads "The total return for John Hancock V.A. Financial Industries Fund is at net asset value with all distributions reinvested. The average open-end financial services fund and variable annuity specialty/miscellaneous fund are tracked by Lipper, Inc. See the following page for historical performance information."] Insurance Several of our larger insurance company stocks that had been our best performers last year also sold off, not because of any fundamental changes, but simply because their valuations, as measured by price-earnings ratios, had become too high for value-conscious investors. Two examples were American International Group (AIG) and AFLAC. Furthering the consolidation trend among life insurers, AIG made a successful bid for American General during the period. We continued to shift our insurance assets from life insurance companies to property and casualty companies, since the pricing environment is improving for property and casualty names like Allstate. Life insurance companies, on the other hand, face some challenges the property and casualty companies don't. These include stock-market and economic sensitivity, a rash of new demutualization offerings that have put pressure on stock prices, and the potential passage of estate-tax reform legislation that could dampen variable life sales. "...we expect the U.S. economy to avoid a recession and produce modest growth for the rest of 2001." Banks, finance companies boosted We also moved to boost our stake in U.S. banks, since we had previously been significantly underweighted there and anticipated that falling rates would lift the stocks. We increased our exposure to the more interest-rate sensitive, less expensive, banks, and they did well, including FleetBoston. On the other hand, our emphasis on trust banks with less interest-rate sensitivity, like State Street and Northern Trust Company, held us back this period after serving us so well last year. Like some of our premium insurance names, their higher valuations put them out of investor favor. Our effort to increase the Fund's exposure to stocks sensitive to falling interest rates also prompted us to take larger positions in Fannie Mae and Household International. They were both near the top of our performance chart as loan and mortgage activity picked up. Toward the end of the period, we also bought General Electric at an attractive price so that we could tap into its subsidiary General Electric Credit Corp., a well-managed company that provides a range of financial services including consumer and commercial lending and life insurance. REITs, foreign holdings cut We upped our bank and finance company stakes by taking profits and nearly eliminating our position in real estate investment trusts after their strong runup last year. We also cut our foreign holdings and shifted our emphasis there to asset managers such as Amvescap. They stand to benefit most from the move in Europe to privatize pension funding. Outlook Although the Fed's aggressive stance to stabilize the economy appears to be winding down, its efforts should begin to have a positive effect later this year, and we expect the U.S. economy to avoid a recession and produce modest growth for the rest of 2001. Once investors become more confident in this scenario, we anticipate a pickup in trading, underwriting and merger activity. This bodes well for all financial services stocks, including the banks with exposure to market-related revenues, and we believe the Fund is poised to benefit from the upturn. - ----------------------------------------------------------------------------- Sector investing is subject to greater risks than the market as a whole. A LOOK AT PERFORMANCE For the period ended June 30, 2001 SINCE SIX ONE INCEPTION MONTHS YEAR (4/30/97) ------- ------- ------- Cumulative Total Returns (9.54%) 8.78% 70.72% Average Annual Total Returns -- 8.78% 13.70% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. These reductions can be terminated in the future. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Financial Industries Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Financial Industries Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Financial Industries Fund on April 30, 1997 and is equal to $17,072 as of June 30, 2001. The second line represents the Standard & Poor's 500 Index and is equal to $16,178 as of June 30, 2001. BY BARRY GORDON, MARC H. KLEE, CFA, AND ALAN LOEWENSTEIN, CFA, PORTFOLIO MANAGERS John Hancock V.A. Technology Fund Tech stocks suffer first quarter 2001 decline as economy weakens Technology stocks declined sharply in the first three months of 2001, although a spring rally helped erase some of those losses. In the beginning of the year, technology stocks suffered steep losses as economic growth slowed to a near crawl, leading corporations to dramatically curtail their technology spending. This reminded investors that the tech sector is a cyclical group whose fortunes are closely linked to the economy's ups and downs. Consequently, tech companies were forced to lower earnings and revenue expectations, causing the technology-dominated Nasdaq Composite Index to shed more than 25% in the first quarter of 2001. "Despite the spring rebound, most tech stocks -- like the Nasdaq -- ended the period with sizable losses..." In early April, however, the tide began to turn in favor of technology stocks. Shrugging off signs that the economy remained weak, investors became increasingly optimistic that the worst of the economic and stock price deterioration was behind them, fueling hopes for a recovery. That renewed enthusiasm was due in no small part to economically stimulative moves by the Federal Reserve, which cut interest rates six times totaling 2.75 percentage points in the first half of the year. That helped tech stocks rack up decent gains in April, with the Nasdaq posting a gain of 15% in the month of April alone. But the group remained volatile through the end of June and the Nasdaq was still in negative territory through June, losing 13% in the first six months of 2001. [Table at bottom left hand column entitled "Top Five Stock Holdings." The first listing is AOL Time Warner 4.0%, the second is Micron Technology 3.4%, the third KLA-Tencor 3.4%, the fourth Applied Materials 3.0% and the fifth Mercury Interactive 2.9%. A note below the table reads "As a percentage of net assets on June 30, 2001."] Fund performance For the six-month period ended June 30, 2001, John Hancock V.A. Technology Fund posted a total return of -28.10% at net asset value, compared with the -25.86% return of the average open-end science and technology fund and the -14.72% return of the average variable annuity specialty/miscellaneous fund, according to Lipper, Inc. See page 18 for historical performance information. [A 3" x 2" photo at bottom right side of page of John Hancock V.A. Technology Fund. Caption below reads "Fund management team members (l-r): Barry Gordon, Marc Klee and Alan Loewenstein."] Leaders and laggards Despite the spring rebound, most tech stocks -- like the Nasdaq -- ended the period with sizable losses, most of which were sustained in the first quarter. Among the few holdings that posted gains were semiconductor and related companies KLA-Tencor, Applied Materials, Micron Technology and Cypress Semiconductor. They bounced back this spring when global investors started to adjust their portfolios toward cyclical and growth-oriented stocks. Investors also reasoned that semiconductor stocks might be the first to take off in a rally, just as they were the first to go down in the sell-off. Some Internet-related stocks staged a bit of a comeback, with AOL Time Warner advancing after the merger between the leading Internet service provider and the media giant was approved. Amazon.com, the world's largest online retailer, also posted strong returns thanks to smaller-than-expected losses and the company's prediction that it will pull into the black by year end. Microsoft's stock price surged more than 50% during the period, thanks in large part to its better-than-expected quarterly earnings announced in mid-April, driven by strong sales of its Windows 2000 product. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the six months ended June 30, 2001." The chart is scaled in increments of 10% with -30% at the bottom and 0% at the top. The first bar represents the -28.10% total return for John Hancock V.A. Technology Fund. The second bar represents the -25.86% total return for Average open-end science and technology fund. The third bar represents the -14.72% total return for Average variable annuity specialty/miscellaneous fund. A note below the chart reads "The total return for John Hancock V.A. Technology Fund is at net asset value with all distributions reinvested. The average open-end science and technology fund and variable annuity specialty/miscellaneous fund are tracked by Lipper, Inc. See the following page for historical performance information."] On the flip side were the vast majority of tech stocks that posted sizable losses. Among the biggest detractors from the Fund's performance were storage companies EMC and Network Appliance. Last year, businesses had to pay top dollar to warehouse the reams of data they generated. Even as the rest of the tech sector suffered a slowdown, storage companies seemed immune. But the sinking reality of the economy's slowdown began to take its toll, and competition among storage vendors ratcheted up. Another major detractor was Cisco Systems, the leading supplier of data networking products to business. Its stock held up relatively well during most of 2000, but got hit hard in the first quarter of 2001 as the company's growth rates dropped from 50% to 60% per year to showing year-over-year declines. Computer software and service stocks also were hard hit. Although many software projects remain under way, a growing number of corporations have re-evaluated their spending at this time because of economic conditions. Software companies i2 Technologies, BEA Systems and Mercury Interactive all saw their stock prices at least halved during the period. Despite these disappointing results, we continue to believe that these stocks offer well-above-average growth prospects. "...technology stocks as a whole are reasonably valued, with excellent growth prospects." The stock prices of communications equipment companies, including Corning and JDS Uniphase, also posted sharp declines as many of their customers -- the telecommunications carriers -- faced problems. Without the necessary capital, the carriers were forced to curtail spending to build out their networks. Furthermore, the communications equipment industry's inability to anticipate demand caused large inventory buildups that need to be worked down. Outlook We're optimistic about the prospects for technology stocks. Despite the April rally, technology stocks as a whole are reasonably valued, with excellent growth prospects. Given the increasing reliance on technology by consumers and corporations, our view is that five-year growth rates for the tech sector will be higher than those of the broad S&P 500 Index. We believe this is an attractive time to buy technology stocks, which historically do well in a declining interest-rate environment. Finally, we believe better economic growth later this year should spur technology spending and provide a boost for the group. - ----------------------------------------------------------------------------- Sector investing is subject to greater risks than the market as a whole. A LOOK AT PERFORMANCE For the period ended June 30, 2001 SINCE SIX ONE INCEPTION MONTHS YEAR (5/1/00) ------- ------- ------- Cumulative Total Returns (28.10%) (52.22%) (47.20%) Average Annual Total Returns -- (52.22%) (42.22%) Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. These reductions can be terminated in the future. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Technology Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Technology Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Standard & Poor's 500 Index and is equal to $8,549 as of June 30, 2001. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Technology Fund on May 1, 2000 and is equal to $5,280 as of June 30, 2001. BY JAMES K. HO, CFA, PORTFOLIO MANAGEMENT TEAM LEADER, AND BENJAMIN A. MATTHEWS, PORTFOLIO MANAGER John Hancock V.A. Bond Fund Bonds outperform stocks in volatile market; slowing economy increases individual credit disappointments During the six months ended June 30, 2001, the broad fixed-income market was helped by the Federal Reserve's rate-cutting efforts aimed at preventing the economy from slipping into a recession, although the widespread deterioration in corporate profits created somewhat of a minefield. Many companies, particularly technology-related firms, found it increasingly difficult to service the debt on their books. Throughout the first half, we maintained the Fund's focus on individual, in-depth credit research. Doing so enabled the Fund to participate in the positive events taking place, while sidestepping many of the securities experiencing an implosion of their creditworthiness. Fund performance For the six months ended June 30, 2001, John Hancock V.A. Bond Fund produced a total return of 2.78% at net asset value. This compares with the 3.10% return of the average variable annuity corporate debt A-rated fund, according to Lipper, Inc. For historical performance information, please turn to page 21. [Table at bottom left hand column entitled "Top Five Sectors." The first listing is U.S. Agencies 30%, the second is U.S. Government 28%, the third Telecommunications 4%, the fourth Utilities 4% and the fifth Finance 4%. A note below the table reads "As a percentage of net assets on June 30, 2001."] Credit spreads narrow Since January, a greater-than-anticipated slowing of the economy has assaulted the financial markets. To head off a recession, the Federal Reserve Board got aggressive and cut short-term interest rates six times during the period, totaling 2.75 percentage points. The federal funds rate - -- the rate that banks charge each other for overnight loans -- stood at 3.75% on June 30, down from 6.50% on December 31, 2000. The Fed's concerted efforts to inject liquidity into the markets and make it easier for corporations to raise capital enabled credit spreads to contract. A "spread" is the difference in yield between bonds of varying credit quality. Bonds offering attractive risk premiums enjoyed renewed investor interest as a result. These included investment-grade and high-yield corporate issues, emerging-market bonds and government agency securities such as mortgage-backed issues. "Where and when we could, we added to or initiated positions in corporate bonds, particularly investment-grade issues..." [A 1 1/2" x 2" photo at bottom right side of page of John Hancock V.A. Bond Fund. Caption below reads "James Ho."] Throughout the period, we carefully bolstered the portfolio's stake in the so-called spread products. We primarily targeted mortgage-backed issues, such as Ginnie Mae and Fannie Mae to pursue the higher-yields and participate in the narrowing of credit spreads. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the six months ended June 30, 2001." The chart is scaled in increments of 1% with 0% at the bottom and 4% at the top. The first bar represents the 2.78% total return for John Hancock V.A. Bond Fund. The second bar represents the 3.10% total return for Average variable annuity corporate debt A-rated fund. A note below the chart reads "The total return for John Hancock V.A. Bond Fund is at net asset value with all distributions reinvested. The average variable annuity corporate debt A-rated fund is tracked by Lipper, Inc. See the following page for historical performance information."] Corporate bond exposure increases selectively Where and when we could, we added to or initiated positions in corporate bonds, particularly investment-grade issues, but we also targeted select high-yield securities. For the most part, our focus was economically sensitive companies that we believe are well positioned to benefit first from what we anticipate will be an eventual economic rebound. These include such names as Northwest Airlines, Delphi Auto Systems, Newmont Mining, Phelps Dodge, Georgia Pacific, AOL Time Warner, Viacom and Bank One Corporation. We also slightly increased the Fund's weighting in foreign bonds, purchasing Deutsche Telekom, France Telecom, Brazil C-bonds, Colombia sovereign debt and BBVA Bancomer, a Mexican corporate bond that we sold for profits by period's end. "The Fed has certainly demonstrated its commitment to jump-starting an economic recovery..." We also maintained fair representation in recession-resistant industries such as defense, utilities, health care, media and energy. Noteworthy performers in this area include BellSouth, Qwest Communications, Progress Energy, HEALTHSOUTH and Cox Communications. Yield curve steepens throughout the period With each interest-rate cut, U.S. Treasury bonds rallied. The shorter end of the yield curve experienced the most price appreciation and the yield curve finally returned to its historic steep slope. The Fund's Treasury positions were laddered in varying maturities, all of which contributed to performance throughout the period. As 2001 began, our duration was relatively neutral, as we wanted to wait and see how the interest-rate drama would unfold. Because duration mathematically measures a Fund's sensitivity to interest rate changes, actively managing it provides us with an additional means with which to pursue performance. The surprising rapidity of the Fed's initial rate reductions -- and the bond market's substantial response -- led us to believe that investors had fully discounted further rate cuts. It appeared long-term rates would not have much more room to fall. Looking beyond the current environment as we often do, we slightly shortened the portfolio's relative duration to position it for what we believed would be the next turn in the road: a flattening of the yield curve. In hindsight, it seems our move was a bit premature, as evidence of a protracted economic slowdown -- and thus the need for additional financial stimulus -- continued to mount. The yield curve continued to steepen as the period progressed. Outlook Our outlook for bonds is, for the most part, upbeat. The Fed has certainly demonstrated its commitment to jump-starting an economic recovery and there is no reason to believe it will fail to continue reducing short-term rates if that is what the economy mandates. Furthermore, the current scenario is not unlike that which preceded the dramatic corporate bond rally between 1992 and 1996, with one exception: current credit spreads are presently wider than they were back then, presenting discerning investors with some attractive investment opportunities. Selectivity and knowing what issues to buy and sell will be what separates those who profit from those who do not. A LOOK AT PERFORMANCE For the period ended June 30, 2001 SINCE SIX ONE INCEPTION MONTHS YEAR (8/29/96) ------- ------- ------- Cumulative Total Returns 2.78% 10.38% 42.89% Average Annual Total Returns -- 10.38% 7.66% YIELD For the period ended June 30, 2001 SEC 30-DAY YIELD ------- John Hancock V.A. Bond Fund 5.70% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. These reductions can be terminated in the future. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Bond Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Lehman Brothers Corporate Bond Index -- an unmanaged index that mirrors the investment objectives and characteristics of the Fund. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Bond Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Bond Fund on August 29, 1996 and is equal to $14,290 as of June 30, 2001. The second line represents the Lehman Brothers Corporate Bond Index and is equal to $14,149 as of June 30, 2001. BY DAWN M. BAILLIE FOR THE PORTFOLIO MANAGEMENT TEAM John Hancock V.A. Money Market Fund Federal Reserve cuts interest rates six times to bolster the lagging economy; money market yields fell in tandem Money market yields fell in the first six months of 2001, as the Federal Reserve embarked on an aggressive program to cut short-term interest rates to prevent the economy from slipping into recession. With the economy slowing precipitously, the Fed stepped in beginning in January, cutting the federal funds rate by half a percentage point in a surprise move between its regularly scheduled meetings. The effects of the slowing economy began to show up in earnest in the form of corporate earnings disappointments, sending the stock market reeling. The Fed cut rates five more times through the end of June, sending the federal funds rate that banks charge each other for overnight loans from 6.50% at the start of the year to 3.75% by the end of June -- the lowest level in more than seven years. The first five cuts were for a half a percentage point each, and the last one in June was for one-quarter percentage point, an indication that the Fed could be winding down its rate-cut, or easing, cycle. Money market yields fell in this period, since the federal funds rate is also a key pricing benchmark for money market securities. "...we began to lengthen the Fund's average maturity to lock in higher-yielding securities for a longer time in the face of falling rates." 7-day effective yield On June 30, 2001, John Hancock V.A. Money Market Fund had a 7-day effective yield of 3.67%. By comparison, the average taxable money market fund had a 7-day effective yield of 3.38%, according to Lipper, Inc. Lengthening maturity As it became evident from the start of 2001 that the Fed, with its concerns about a too-slow economy, would continue to cut rates, we began to lengthen the Fund's average maturity to lock in higher-yielding securities for a longer time in the face of falling rates. Although the Fed clearly remained on its easing path, we did not extend the Fund's maturity beyond our peers' average. As is typically the case during an economic downturn, there are increased concerns about corporate defaults and credit downgrades, so money market funds typically scale back their exposure to longer-dated credits. In fact, we paid particular attention to buying and holding only the highest-quality top-tier securities. [A 1 1/2" x 2" photo at bottom middle of page of John Hancock V.A. Money Market Fund. Caption below reads "Dawn Baillie."] Uncertainty ahead The Fed appears to be slowing down, or even nearing the end of, its rate-cut cycle, as it waits to see the full impact of the steps it has already taken this year. But it has maintained its easing bias and not yet declared victory in its efforts to avert a recession, instead indicating it still has concerns about the economy's ongoing weakness. The Fed's stance will undoubtedly remain the same until there are clearer signs of an upturn in both the U.S. and global economies, where a slowdown has weighed on the U.S. economy. Other key elements to watch for are a rebound in corporate earnings growth and corporate capital spending, which has ground almost to a halt. In this uncertain environment, we'll keep the Fund's maturity in line with, if not slightly shorter than, our peers, until we have a clearer sense of the economy's health. As always, we will also continue to focus on providing the Fund with a competitive yield and on preserving stability of principal. [Bar chart at the top of left hand column with heading "7-Day Effective Yield." Under the heading is a note that reads "As of June 30, 2001." The chart is scaled in increments of 1% with 0% at the bottom and 4% at the top. The first bar represents the 3.67% total return for John Hancock V.A. Money Market Fund. The second bar represents the 3.38% total return for Average taxable money-market fund. A note below the chart reads "The average taxable money-market fund is tracked by Lipper, Inc. Past performance is no guarantee of future results."] "The Fed appears to be slowing down, or even nearing the end of, its rate-cut cycle..." The Fund is neither insured nor guaranteed by the U.S. government. Although the Fund seeks to maintain a net asset value of $1.00 per share, it is possible to lose money by investing in the Fund. BY FREDERICK L. CAVANAUGH, JR., MANAGEMENT TEAM LEADER, AND ARTHUR N. CALAVRITINOS, CFA, JANET L. CLAY, CFA, AND DANIEL S. JANIS, PORTFOLIO MANAGERS John Hancock V.A. Strategic Income Fund Falling interest rates lift U.S. bonds, as U.S. economy slows The first six months of 2001 marked a significant shift for the global bond markets. U.S. Treasuries had posted significant gains in 2000, as investors began to anticipate that the Federal Reserve Board would cut interest rates in response to slowing economic conditions. Although the Fed cut rates six times for a total of 2.75 percentage points in the first six months of 2001, U.S. Treasury securities posted mixed results in the period. Short- and intermediate-term Treasury securities continued to perform well in tandem with those rate cuts, with their yields falling and their prices rising. Ironically, long-term Treasury bond yields and prices were stalled throughout much of this spring as investors worried that the Fed may have risked re-igniting inflationary pressures with its dramatic rate cuts. "Recognizing that U.S. Treasury securities had enjoyed a nice run, we reduced our stake in them." In contrast, some high-yield bonds perked up a bit this year, after posting significant losses in 2000. The catalyst for their better performance was growing confidence that rate cuts would translate into improved economic conditions and stronger corporate performance. Furthermore, investors increasingly moved toward high-yield bonds in search of cheap valuations and higher yields. But the somewhat better performance of the broad high-yield sector masked continued disappointing losses among telecommunications bonds, which have been depressed for more than a year. [Table at bottom left hand column entitled "Top Five Sectors." The first listing is U.S. Government 39%, the second is Foreign Government 25%, the third Telecommunications 6%, the fourth Media 5% and the fifth Oil & Gas 3%. A note below the table reads "As a percentage of net assets on June 30, 2001."] In the foreign markets, performance was, as always, mixed. European bonds languished, primarily because the European Central Bank, citing decent economic growth on that continent, held interest rates steady. Emerging-market bonds, however, posted good performances as conditions in their markets generally improved, and Canadian bonds continued to benefit from relatively low and stable inflation. Japanese bonds didn't attract much attention throughout the year, due to the fact that their yields remained substantially lower than in other parts of the world. [A 1 1/2" x 2" photo at bottom right side of page of John Hancock V.A. Strategic Income Fund. Caption below reads "Fred Cavanaugh."] Fund performance For the six months ended June 30, 2001, John Hancock V.A. Strategic Income Fund posted a total return of 1.79% at net asset value. This compared with the 1.70% return of the average variable annuity general bond fund, according to Lipper, Inc. Historical performance information can be found on page 26. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the six months ended June 30, 2001." The chart is scaled in increments of 1% with 0% at the bottom and 2% at the top. The first bar represents the 1.79% total return for John Hancock V.A. Strategic Income Fund. The second bar represents the 1.70% total return for Average variable annuity general bond fund. A note below the chart reads "The total return for John Hancock V.A. Strategic Income Fund is at net asset value with all distributions reinvested. The average variable annuity general bond fund is tracked by Lipper, Inc. See the following page for historical performance information."] Turning from defensive to opportunistic Throughout much of 2000, we maintained a relatively defensive posture, but by January 2001, we began to take on a more opportunistic approach. Recognizing that U.S. Treasury securities had enjoyed a nice run, we reduced our stake in them. At the same time, we increased our holdings in emerging-market bonds. Not only were many dollar-denominated emerging-market bonds attractively valued, but they also were benefiting from some fundamental improvements, such as rising economic growth, declining interest rates, falling inflation and improving trade balances. Our increased exposure to government bonds issued by Mexico, Russia and Peru generally helped performance. Fortunately, we did not own any Argentinean bonds, which performed poorly as that country struggled with a weak economy and high levels of debt. The rest of the world Apart from emerging-market bonds, few foreign markets offered attractive value by our assessment. Because European bond yields remained below those offered by U.S. Treasuries, and the European Central Bank refused to lower interest rates, European bonds offered little upside potential for investors. Most Asian bonds also were decidedly unattractive, offering yields far lower than those found in the U.S. and emerging markets. Canada, however, offered an attractive combination of high quality and competitive yields. High-yield winners and losers Despite the choppy market, some of our high-yield holdings performed well. Coal producer AEI Resources benefited from stronger demand for that fuel, as well as a restructuring of its business. Columbia's Comunicacion Cellular was buoyed by strong interest in the country's bonds. Canada's MetroNet Communications was lifted by last year's merger with AT&T Canada. The telecommunications sector continued to be plagued by doubts during the past six months and handed us some of our biggest disappointments. Two-way messaging company Metro Call filed for bankruptcy protection, while fiber-optic company NorthEast Optic Network was hurt by weaker pricing in its key markets. Finally, video-on-demand company DIVA Systems struggled against slower-than-expected demand for its products and its failure to complete a planned IPO. "In our view, the Federal Reserve still has some work to do..." Outlook In our view, the Federal Reserve still has some work to do since the U.S. economy continues to struggle. Overseas, Europe already is showing some signs of weakening and Japan stands again at the brink of a recession, if it hasn't already entered one. That's why we believe the Fed will remain accommodative, perhaps cutting interest rates another three-quarters of a percentage point from current levels. With that backdrop in mind, we believe that emerging-market bonds will continue to perform well as investors seek out higher yields and position themselves to benefit from the fundamental economic and policy changes that are helping to improve conditions in many countries. We'll also keep our eyes out for attractively valued high-yield bonds. So far this year, a lack of liquidity and other market-driven factors have limited our high-yield purchases. If liquidity returns, we will look to expand our high-yield allocation. International investing involves special risks such as political, economic and currency risks and differences in accounting standards and financial reporting. See the prospectus for the risks of investing in high-yield bonds. A LOOK AT PERFORMANCE For the period ended June 30, 2001 SINCE SIX ONE INCEPTION MONTHS YEAR (8/29/96) ------- ------- ------- Cumulative Total Returns 1.79% 1.95% 35.07% Average Annual Total Returns -- 1.95% 6.41% YIELD For the period ended June 30, 2001 SEC 30-DAY YIELD ------- John Hancock V.A. Strategic Income Fund 7.14% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. These reductions can be terminated in the future. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Strategic Income Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Lehman Brothers Government/Credit Bond Index -- an unmanaged index that measures the performance of U.S. government bonds, U.S. corporate bonds and Yankee bonds. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Strategic Income Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Lehman Brothers Government/Credit Bond Index and is equal to $14,278 as of June 30, 2001. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Strategic Income Fund on August 29, 1996 and is equal to $13,508 as of June 30, 2001. FINANCIAL STATEMENTS John Hancock Funds - Declaration Trust Statements of Assets and Liabilities June 30, 2001 (Unaudited) - --------------------------------------------------------------------------------------------------- V.A. V.A. V.A. V.A. CORE RELATIVE SOVEREIGN FINANCIAL EQUITY VALUE INVESTORS INDUSTRIES FUND FUND FUND FUND ----------- ----------- ----------- ----------- Assets: Investments at value (cost - $36,203,706, $53,741,513, $57,496,454 and $68,696,240, respectively) $40,984,082 $48,517,103 $61,866,211 $76,588,973 Joint repurchase agreements (cost - $558,000, $2,863,000, $6,474,000 and $5,059,000, respectively) 558,000 2,863,000 6,474,000 5,059,000 ----------- ----------- ----------- ----------- 41,542,082 51,380,103 68,340,211 81,647,973 Cash 345 661 738 793 Receivable for investments sold 21,871 -- -- 44,308 Receivable for shares sold -- 605,015 -- 265,908 Dividends and interest receivable 41,627 29,903 194,185 93,093 Deferred organization expenses 360 -- 360 -- Other assets 594 353 710 5,889 ----------- ----------- ----------- ----------- Total assets 41,606,879 52,016,035 68,536,204 82,057,964 - --------------------------------------------------------------------------------------------------- Liabilities: Payable for investments purchased 305,411 -- -- -- Payable for shares repurchased 120,067 -- 19,636 -- Payable to affiliates 24,621 22,921 35,307 53,787 Accounts payable and accrued expenses 20,788 6,303 13,432 14,582 ----------- ----------- ----------- ----------- Total liabilities 470,887 29,224 68,375 68,369 - --------------------------------------------------------------------------------------------------- Net Assets: Capital paid-in 40,153,629 52,889,850 67,695,696 73,522,524 Accumulated net realized gain (loss) on investments and foreign currency transactions (3,800,675) 4,322,497 (3,584,573) 340,035 Net unrealized appreciation (depreciation) of investments and translation of assets and liabilities in foreign currencies. 4,780,376 (5,224,410) 4,369,757 7,892,324 Undistributed (distributions in excess of) net investment income 2,662 (1,126) (13,051) 234,712 ----------- ----------- ----------- ----------- Net assets $41,135,992 $51,986,811 $68,467,829 $81,989,595 =================================================================================================== Net Asset Value Per Share: (Based on 2,469,310, 4,622,886, 4,664,964, and 4,941,476 shares, respectively, of beneficial interest outstanding - unlimited number of shares authorized with no par value) $16.66 $11.25 $14.68 $16.59 =================================================================================================== The Statement of Assets and Liabilities is each Fund's balance sheet and shows the value of what the Fund owns, is due and owes on June 30, 2001. You'll also find the net asset value per share as of that date. See notes to financial statements. Statements of Assets and Liabilities (continued) June 30, 2001 (Unaudited) - --------------------------------------------------------------------------------------------------- V.A. V.A. V.A. V.A. TECHNOLOGY BOND MONEY MARKET STRATEGIC FUND FUND FUND INCOME FUND ----------- ----------- ----------- ----------- Assets: Investments at value (cost - $26,597,872, $63,029,448, $124,243,085 and $48,106,465, respectively) $19,378,231 $63,141,671 $124,243,085 $45,878,321 Joint repurchase agreements (cost - $2,658,000, $6,265,000, $19,099,000 and $12,252,000, respectively) 2,658,000 6,265,000 19,099,000 12,252,000 ----------- ----------- ----------- ----------- 22,036,231 69,406,671 143,342,085 58,130,321 Cash 270 935 508 831 Receivable for investments sold 6,300 1,400,073 -- 577,828 Receivable for shares sold 183,531 28,993 -- 371,520 Dividends and interest receivable 1,218 911,363 244,121 1,255,406 Receivable for forward foreign currency exchange contracts sold -- -- -- 23,060 Deferred organization expenses -- 360 360 360 Other assets -- 227 3,037 1,548 ----------- ----------- ----------- ----------- Total assets 22,227,550 71,748,622 143,590,111 60,360,874 - --------------------------------------------------------------------------------------------------- Liabilities: Payable for investments purchased 605,978 3,983,931 -- 7,457,921 Payable for shares repurchased 760 9,723 -- 9,288 Dividends payable -- 22,275 28,204 23,677 Payable for forward foreign currency exchange contracts purchased -- -- -- 7,045 Payable to affiliates 13,367 28,158 60,892 24,642 Accounts payable and accrued expenses 26,164 12,674 6,173 2,091 ----------- ----------- ----------- ----------- Total liabilities 646,269 4,056,761 95,269 7,524,664 - --------------------------------------------------------------------------------------------------- Net Assets: Capital paid-in 30,789,537 67,763,216 143,494,649 57,331,052 Accumulated net realized loss on investments and foreign currency transactions (1,972,282) (117,077) -- (1,624,165) Net unrealized appreciation (depreciation) of investments and translation of assets and liabilities in foreign currencies. (7,219,642) 112,223 -- (2,222,895) Undistributed net investment income (accumulated net investment loss) (16,332) (66,501) 193 (647,782) ----------- ----------- ----------- ----------- Net assets $21,581,281 $67,691,861 $143,494,842 $52,836,210 =================================================================================================== Net Asset Value Per Share: (Based on 4,093,449, 6,582,826, 143,494,842 and 6,055,354 shares, respectively, of beneficial interest outstanding - unlimited number of shares authorized with no par value.) $5.27 $10.28 $1.00 $8.73 =================================================================================================== See notes to financial statements. Statements of Operations Six months ended June 30, 2001 (Unaudited) - --------------------------------------------------------------------------------------------------- V.A. V.A. V.A. V.A. CORE RELATIVE SOVEREIGN FINANCIAL EQUITY VALUE INVESTORS INDUSTRIES FUND FUND FUND FUND ----------- ----------- ----------- ----------- Investment Income: Dividends (net of foreign withholding tax of $1,473, $73, $1,224, $14,006, respectively) $243,052 $91,109 $369,001 $494,937 Interest -- 78,419 -- -- Securities lending 23,934 30,035 313,191 57,233 ----------- ----------- ----------- ----------- Total investment income 266,986 199,563 682,192 552,170 - --------------------------------------------------------------------------------------------------- Expenses: Investment management fee 137,988 120,565 178,874 283,808 Custodian fee 12,603 3,970 9,511 14,534 Auditing fee 10,198 9,157 8,927 10,319 Accounting and legal services fee 3,857 3,931 5,833 6,941 Miscellaneous 2,182 468 938 802 Printing 1,710 1,577 1,338 1,198 Trustees' fees 1,275 1,112 1,415 2,082 Organization expense 1,053 -- 1,053 -- Legal fees 233 252 279 516 Registration and filing fees 21 9 8 156 Interest expense -- 10,430 -- -- ----------- ----------- ----------- ----------- Total expenses 171,120 151,471 208,176 320,356 - --------------------------------------------------------------------------------------------------- Net investment income 95,866 48,092 474,016 231,814 - --------------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments (2,936,537) 2,071,440 (1,328,907) 3,833,796 Foreign currency transactions -- -- -- (11,371) Change in unrealized appreciation (depreciation) on: Investments 937,032 462,352 (2,400,245) (11,108,013) Translation of assets and liabilities in foreign currencies -- -- -- (270) ----------- ----------- ----------- ----------- Net realized and unrealized gain (loss) (1,999,505) 2,533,792 (3,729,152) (7,285,858) - --------------------------------------------------------------------------------------------------- Increase (decrease) in net assets from operations ($1,903,639) $2,581,884 ($3,255,136) ($7,054,044) =================================================================================================== The Statement of Operations summarizes for each of the Funds the investment income earned and expenses incurred in operating the Fund. It also shows net gains (losses) for the period stated. See notes to financial statements. Statements of Operations (continued) Six months ended June 30, 2001 (Unaudited) - --------------------------------------------------------------------------------------------------- V.A. V.A. V.A. V.A. TECHNOLOGY BOND MONEY MARKET STRATEGIC FUND FUND FUND INCOME FUND ----------- ----------- ----------- ----------- Investment Income: Dividends (net of foreign withholding tax of $425, none, none and none, respectively) $4,033 -- -- $8,332 Interest 61,129 $1,274,160 $2,597,886 1,604,967 Securities lending 1,931 -- -- -- ----------- ----------- ----------- ----------- Total investment income 67,093 1,274,160 2,597,886 1,613,299 - --------------------------------------------------------------------------------------------------- Expenses: Investment management fee 64,569 103,111 255,409 116,449 Custodian fee 15,732 23,415 16,685 10,181 Auditing fee 5,951 5,495 4,336 4,796 Printing 2,217 2,127 932 577 Legal fees 1,603 284 612 154 Accounting and legal services fee 1,579 4,034 9,994 3,797 Trustees' fee 374 647 1,735 515 Miscellaneous 238 360 199 239 Registration and filing fees 8 8 7 21 Organization expense -- 1,053 1,053 1,053 ----------- ----------- ----------- ----------- Total expenses 92,271 140,534 290,962 137,782 Less expense reductions (7,551) -- -- -- - --------------------------------------------------------------------------------------------------- Net expenses 84,720 140,534 290,962 137,782 - --------------------------------------------------------------------------------------------------- Net investment income (loss) (17,627) 1,133,626 2,306,924 1,475,517 - --------------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments (1,778,652) 274,804 -- (625,492) Foreign currency transactions -- -- -- 30,346 Change in unrealized appreciation (depreciation) on: Investments (3,330,550) (541,491) -- (300,466) Translation of assets and liabilities in foreign currencies -- -- -- 37,333 ----------- ----------- ----------- ----------- Net realized and unrealized loss (5,109,202) (266,687) -- (858,279) - --------------------------------------------------------------------------------------------------- Increase (decrease) in net assets from operations ($5,126,829) $866,939 $2,306,924 $617,238 =================================================================================================== See notes to financial statements. Statements of Changes in Net Assets - ----------------------------------------------------------------------------------------------------------------------------- V.A. V.A. V.A. CORE EQUITY FUND RELATIVE VALUE FUND SOVEREIGN INVESTORS FUND ------------------------ ------------------------ ------------------------ SIX MONTHS SIX MONTHS SIX MONTHS YEAR ENDED YEAR ENDED YEAR ENDED ENDED JUNE 30, ENDED JUNE 30, ENDED JUNE 30, DECEMBER 31, 2001 DECEMBER 31, 2001 DECEMBER 31, 2001 2000 (UNAUDITED) 2000 (UNAUDITED) 2000 (UNAUDITED) ----------- ----------- ----------- ----------- ----------- ----------- Increase (Decrease) in Net Assets: From Operations: Net investment income $196,241 $95,866 $54,327 $48,092 $675,781 $474,016 Net realized gain (loss) 153,575 (2,936,537) 13,434,131 2,071,440 (1,886,401) (1,328,907) Change in net unrealized appreciation (depreciation) (3,702,349) 937,032 (15,296,586) 462,352 1,083,527 (2,400,245) ----------- ----------- ----------- ----------- ----------- ----------- Net increase (decrease) in net assets resulting from operations (3,352,533) (1,903,639) (1,808,128) 2,581,884 (127,093) (3,255,136) ----------- ----------- ----------- ----------- ----------- ----------- Distributions to Shareholders: * From net investment income (199,287) (93,007) (42,822) (56,408) (678,637) (486,814) From net realized gain (695,716) -- (15,128,734) -- -- -- In excess of net realized gain (844,741) -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- Total distributions to shareholders (1,739,744) (93,007) (15,171,556) (56,408) (678,637) (486,814) ----------- ----------- ----------- ----------- ----------- ----------- From Fund Share Transactions: Shares sold 11,671,817 6,436,466 13,227,216 37,266,291 16,811,905 22,295,811 Shares issued to shareholders in reinvestment of distributions 1,739,743 93,007 15,171,557 56,408 678,636 486,814 Less shares repurchased (12,638,050) (4,069,385) (11,142,581) (26,903,976) (11,610,910) (5,900,944) ----------- ----------- ----------- ----------- ----------- ----------- Net increase 773,510 2,460,088 17,256,192 10,418,723 5,879,631 16,881,681 ----------- ----------- ----------- ----------- ----------- ----------- Net Assets: Beginning of period 44,991,317 40,672,550 38,766,104 39,042,612 50,254,197 55,328,098 ----------- ----------- ----------- ----------- ----------- ----------- End of period (including undistributed (distributions in excess of) net investment income of ($197), $2,662, $7,190, ($1,126), ($253), and ($13,051), respectively) $40,672,550 $41,135,992 $39,042,612 $51,986,811 $55,328,098 $68,467,829 =========== =========== =========== =========== =========== =========== Distributions to Shareholders: Per share dividends from net investment income $0.0888 $0.0390 $0.0186 $0.0134 $0.2077 $0.1148 ----------- ----------- ----------- ----------- ----------- ----------- Per share distributions from net realized gain $0.6886 -- $6.5883 -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- * Analysis of Fund Share Transactions: Shares sold 601,375 384,016 744,370 3,395,712 1,103,469 1,506,526 Shares issued to shareholders in reinvestment of distributions 99,280 5,717 1,406,946 5,499 44,976 33,495 Less shares repurchased (662,061) (242,365) (631,982) (2,448,161) (771,887) (400,730) ----------- ----------- ----------- ----------- ----------- ----------- Net increase 38,594 147,368 1,519,334 953,050 376,558 1,139,291 =========== =========== =========== =========== =========== =========== The Statement of Changes in Net Assets shows how the value of each Fund's net assets has changed since the end of the previous period. The difference reflects earnings less expenses, any investment and foreign currency gains and losses, distributions paid to shareholders, if any, and any increase or decrease in money shareholders invested in each Fund. The footnotes illustrate the number of Fund shares sold, reinvested and repurchased during the last two periods, along with the per share amount of distributions made to shareholders of each Fund for the periods indicated. See notes to financial statements. Statements of Changes in Net Assets (continued) - ------------------------------------------------------------------------------------------------------------------------------ V.A. V.A. V.A. FINANCIAL INDUSTRIES FUND TECHNOLOGY FUND BOND FUND ------------------------ ------------------------- ------------------------ SIX MONTHS SIX MONTHS SIX MONTHS YEAR ENDED YEAR ENDED YEAR ENDED ENDED JUNE 30, ENDED JUNE 30, ENDED JUNE 30, DECEMBER 31, 2001 DECEMBER 31, 2001 DECEMBER 31, 2001 2000 (UNAUDITED) 2000(1) (UNAUDITED) 2000 (UNAUDITED) ----------- ----------- ----------- ----------- ----------- ----------- Increase (Decrease) in Net Assets: From Operations: Net investment income (loss) $194,288 $231,814 $25,753 ($17,627) $1,040,920 $1,133,626 Net realized gain (loss) 696,899 3,822,425 (193,630) (1,778,652) (152,050) 274,804 Change in net unrealized appreciation (depreciation) 12,306,484 (11,108,283) (3,889,092) (3,330,550) 1,085,497 (541,491) ----------- ----------- ----------- ----------- ----------- ----------- Net increase (decrease) in net assets resulting from operations 13,197,671 (7,054,044) (4,056,969) (5,126,829) 1,974,367 866,939 ----------- ----------- ----------- ----------- ----------- ----------- Distributions to Shareholders: * From net investment income (169,614) -- (24,458) -- (1,040,858) (1,188,894) From net realized gain -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- Total distributions to shareholders (169,614) -- (24,458) -- (1,040,858) (1,188,894) ----------- ----------- ----------- ----------- ----------- ----------- From Fund Share Transactions: Shares sold 20,739,283 23,159,825 18,589,255 14,331,670 13,994,748 46,649,420 Shares issued to shareholders in reinvestment of distributions 169,614 -- 24,458 -- 1,040,858 1,166,619 Less shares repurchased (11,882,798) (5,482,782) (490,242) (1,665,604) (3,326,986) (4,974,940) ----------- ----------- ----------- ----------- ----------- ----------- Net increase 9,026,099 17,677,043 18,123,471 12,666,066 11,708,620 42,841,099 ----------- ----------- ----------- ----------- ----------- ----------- Net Assets: Beginning of period 49,312,440 71,366,596 -- 14,042,044 12,530,588 25,172,717 ----------- ----------- ----------- ----------- ----------- ----------- End of period (including undistributed net investment income (accumulated net investment loss) of $2,898, $234,712, $1,295, ($16,332), $21,480 and ($66,501), respectively) $71,366,596 $81,989,595 $14,042,044 $21,581,281 $25,172,717 $67,691,861 =========== =========== =========== =========== =========== =========== Distributions to Shareholders: Per share dividends from net investment income $0.0450 -- $0.0143 -- $0.6434 $0.2961 ----------- ----------- ----------- ----------- ----------- ----------- Per share distributions from net realized gain -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- * Analysis of Fund Share Transactions: Shares sold 1,252,923 1,385,001 1,961,452 2,474,548 1,400,901 4,499,608 Shares issued to shareholders in reinvestment of distributions 9,578 -- 3,292 -- 104,450 113,006 Less shares repurchased (779,897) (335,670) (48,490) (297,353) (336,738) (475,645) ----------- ----------- ----------- ----------- ----------- ----------- Net increase 482,604 1,049,331 1,916,254 2,177,195 1,168,613 4,136,969 =========== =========== =========== =========== =========== =========== (1) Commenced operations on May 1, 2000. See notes to financial statements. Statements of Changes in Net Assets (continued) - ------------------------------------------------------------------------------------------------------ V.A. V.A. MONEY MARKET FUND STRATEGIC INCOME FUND ------------------------- ------------------------- SIX MONTHS SIX MONTHS YEAR ENDED YEAR ENDED ENDED JUNE 30, ENDED JUNE 30, DECEMBER 31, 2001 DECEMBER 31, 2001 2000 (UNAUDITED) 2000 (UNAUDITED) ----------- ----------- ----------- ----------- Increase (Decrease) in Net Assets: From Operations: Net investment income $2,278,752 $2,306,924 $2,451,388 $1,475,517 Net realized loss -- -- (700,276) (595,146) Change in net unrealized appreciation (depreciation) -- -- (1,322,235) (263,133) ----------- ----------- ----------- ----------- Net increase in net assets resulting from operations 2,278,752 2,306,924 428,877 617,238 ----------- ----------- ----------- ----------- Distributions to Shareholders: * From net investment income (2,278,752) (2,306,924) (2,359,734) (1,766,663) From net realized gain -- -- (350,215) -- Tax return of capital -- -- (91,654) -- ----------- ----------- ----------- ----------- Total distributions to shareholders (2,278,752) (2,306,924) (2,801,603) (1,766,663) ----------- ----------- ----------- ----------- From Fund Share Transactions: Shares sold 188,358,513 216,704,153 14,978,386 21,277,833 Shares issued to shareholders in reinvestment of distributions 2,374,022 2,311,895 2,801,603 1,742,986 Less shares repurchased (149,766,710) (149,438,538) (3,217,447) (3,506,983) ----------- ----------- ----------- ----------- Net increase 40,965,825 69,577,510 14,562,542 19,513,836 ----------- ----------- ----------- ----------- Net Assets: Beginning of period 32,951,507 73,917,332 22,281,983 34,471,799 ----------- ----------- ----------- ----------- End of period (including undistributed net investment income (loss) (distributions in excess of net investment income) of $193, $193, ($126,198) and ($647,782), respectively) $73,917,332 $143,494,842 $34,471,799 $52,836,210 =========== =========== =========== =========== Distributions to Shareholders: Per share dividends from net investment income $0.0576 $0.0232 $0.8345 $0.3978 ----------- ----------- ----------- ----------- Per share distributions from net realized gain -- -- $0.0945 -- ----------- ----------- ----------- ----------- * Analysis of Fund Share Transactions: Shares sold 188,358,513 216,704,153 1,598,355 2,410,662 Shares issued to shareholders in reinvestment of distributions 2,374,022 2,311,895 302,236 196,644 Less shares repurchased (149,766,710) (149,438,538) (339,848) (393,723) ----------- ----------- ----------- ----------- Net increase 40,965,825 69,577,510 1,560,743 2,213,583 =========== =========== =========== =========== See notes to financial statements. Financial Highlights Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ------------------------------------------------------------------------------------------------------------------------------ V.A. CORE EQUITY FUND -------------------------------------------------------------------------------- SIX MONTHS PERIOD ENDED ENDED YEAR ENDED DECEMBER 31, JUNE 30, DECEMBER 31, -------------------------------------------------- 2001 1996(1) 1997 1998 1999 2000 (UNAUDITED) -------- -------- -------- -------- -------- --------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $11.11 $14.11 $17.74 $19.70 $17.52 -------- -------- -------- -------- -------- -------- Net Investment Income(2) 0.06 0.16 0.10 0.09 0.08 0.04 Net Realized and Unrealized Gain (Loss) on Investments 1.12 3.23 3.90 2.36 (1.48) (0.86) -------- -------- -------- -------- -------- -------- Total from Investment Operations 1.18 3.39 4.00 2.45 (1.40) (0.82) -------- -------- -------- -------- -------- -------- Less Distributions: From Net Investment Income (0.06) (0.14) (0.10) (0.09) (0.09) (0.04) In Excess of Net Investment Income -- -- -- --(3) -- -- From Net Realized Gain (0.01) (0.25) (0.27) (0.40) (0.31) -- In Excess of Net Realized Gain -- -- -- -- (0.38) -- -------- -------- -------- -------- -------- -------- Total Distributions (0.07) (0.39) (0.37) (0.49) (0.78) (0.04) -------- -------- -------- -------- -------- -------- Net Asset Value, End of Period $11.11 $14.11 $17.74 $19.70 $17.52 $16.66 ======== ======== ======== ======== ======== ======== Total Investment Return(4) 11.78%(5,6) 30.68%(6) 28.42% 13.89% (7.11%) (4.68%)(5) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $1,149 $8,719 $26,691 $44,991 $40,673 $41,136 Ratio of Expenses to Average Net Assets 0.95%(7) 0.95% 0.95% 0.83% 0.85% 0.87%(7) Ratio of Adjusted Expenses to Average Net Assets(8) 4.23%(7) 1.59% -- -- -- -- Ratio of Net Investment Income to Average Net Assets 1.60%(7) 1.24% 0.65% 0.47% 0.45% 0.49%(7) Portfolio Turnover Rate 24% 53% 55% 77% 97% 43% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total return would have been lower had certain expenses not been reduced during the period shown (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. The Financial Highlights summarizes the impact of the following factors on a single share for each period indicated: net investment income, gains (losses), distributions and total investment return of each Fund. It shows how the Fund's net asset value for a share has changed since the end of the previous period. Additionally, important relationships between some items presented in the financial statements are expressed in ratio form. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: --------------------------------------------------------------------------------------------------------------- V.A. RELATIVE VALUE FUND -------------------------------------------------------- SIX MONTHS PERIOD ENDED ENDED YEAR ENDED DECEMBER 31, JUNE 30, DECEMBER 31, ------------------------ 2001 1998(1) 1999 2000 (UNAUDITED) -------- -------- -------- -------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $12.03 $18.03 $10.64 -------- -------- -------- -------- Net Investment Income(2) 0.11 0.10 0.02 0.01 Net Realized and Unrealized Gain (Loss) on Investments 2.02 6.65 (0.80) 0.61 -------- -------- -------- -------- Total from Investment Operations 2.13 6.75 (0.78) 0.62 -------- -------- -------- -------- Less Distributions: From Net Investment Income (0.10) (0.10) (0.02) (0.01) From Net Realized Gain -- (0.65) (6.59) -- -------- -------- -------- -------- Total Distributions (0.10) (0.75) (6.61) (0.01) -------- -------- -------- -------- Net Asset Value, End of Period $12.03 $18.03 $10.64 $11.25 ======== ======== ======== ======== Total Investment Return(3) 21.39%(4,5) 56.65% (4.80%) 5.87%(4) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $17,368 $38,766 $39,043 $51,987 Ratio of Expenses to Average Net Assets 0.85%(6) 0.77% 0.79% 0.75%(6) Ratio of Adjusted Expenses to Average Net Assets(7) 1.03%(6) -- -- -- Ratio of Net Investment Income to Average Net Assets 1.17%(6) 0.66% 0.13% 0.24%(6) Portfolio Turnover Rate 242% 166% 164% 40% (1) Commenced operations on January 6, 1998. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) Not annualized. (5) The total return would have been lower had certain expenses not been reduced during the period shown. (6) Annualized. (7) Does not take into consideration expense reductions during the period shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ------------------------------------------------------------------------------------------------------------------------------ V.A. SOVEREIGN INVESTORS FUND -------------------------------------------------------------------------------- SIX MONTHS PERIOD ENDED ENDED YEAR ENDED DECEMBER 31, JUNE 30, DECEMBER 31, -------------------------------------------------- 2001 1996(1) 1997 1998 1999 2000 (UNAUDITED) -------- -------- -------- -------- -------- --------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $10.74 $13.59 $15.61 $15.96 $15.69 -------- -------- -------- -------- -------- -------- Net Investment Income(2) 0.07 0.22 0.27 0.24 0.21 0.12 Net Realized and Unrealized Gain (Loss) on Investments 0.76 2.82 2.00 0.35 (0.27) (1.02) -------- -------- -------- -------- -------- -------- Total from Investment Operations 0.83 3.04 2.27 0.59 (0.06) (0.90) -------- -------- -------- -------- -------- -------- Less Distributions: From Net Investment Income (0.07) (0.18) (0.25) (0.24) (0.21) (0.11) In Excess of Net Investment Income -- -- -- --(3) -- -- From Net Realized Gain (0.02) (0.01) -- -- -- -- Tax Return of Capital -- -- -- --(3) -- -- -------- -------- -------- -------- -------- -------- Total Distributions (0.09) (0.19) (0.25) (0.24) (0.21) (0.11) -------- -------- -------- -------- -------- -------- Net Asset Value, End of Period $10.74 $13.59 $15.61 $15.96 $15.69 $14.68 ======== ======== ======== ======== ======== ======== Total Investment Return(4) 8.30%(5,6) 28.43%(6) 16.88% 3.84% (0.33%) (5.70%)(5) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $1,111 $12,187 $34,170 $50,254 $55,328 $68,468 Ratio of Expenses to Average Net Assets 0.85%(7) 0.85% 0.74% 0.70% 0.72% 0.70%(7) Ratio of Adjusted Expenses to Average Net Assets(8) 3.78%(7) 1.16% -- -- -- -- Ratio of Net Investment Income to Average Net Assets 1.90%(7) 1.81% 1.88% 1.57% 1.37% 1.59%(7) Portfolio Turnover Rate 17% 11% 19% 26% 46% 23% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total return would have been lower had certain expenses not been reduced during the period shown. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ------------------------------------------------------------------------------------------------------------------------------ V.A. FINANCIAL INDUSTRIES FUND ------------------------------------------------------------------------ SIX MONTHS PERIOD ENDED ENDED YEAR ENDED DECEMBER 31, JUNE 30, DECEMBER 31, ---------------------------------------- 2001 1997(1) 1998 1999 2000 (UNAUDITED) -------- -------- -------- -------- --------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $13.44 $14.45 $14.46 $18.34 -------- -------- -------- -------- -------- Net Investment Income(2) 0.11 0.18 0.11 0.06 0.05 Net Realized and Unrealized Gain on Investments 3.39 0.97 0.06 3.87 (1.80) -------- -------- -------- -------- -------- Total from Investment Operations 3.50 1.15 0.17 3.93 (1.75) -------- -------- -------- -------- -------- Less Distributions: From Net Investment Income (0.05) (0.14) (0.10) (0.05) -- From Net Realized Gain (0.01) --(3) (0.05) -- -- Tax Return of Capital -- -- (0.01) -- -- -------- -------- -------- -------- -------- Total Distributions (0.06) (0.14) (0.16) (0.05) -- -------- -------- -------- -------- -------- Net Asset Value, End of Period $13.44 $14.45 $14.46 $18.34 $16.59 ======== ======== ======== ======== ======== Total Investment Return(4) 35.05%(5,6) 8.55% 1.23% 27.16% (9.54%)(5) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $18,465 $54,569 $49,312 $71,367 $81,990 Ratio of Expenses to Average Net Assets 1.05%(7) 0.92% 0.90% 0.90% 0.90%(7) Ratio of Adjusted Expenses to Average Net Assets(8) 1.39%(7) -- -- -- -- Ratio of Net Investment Income to Average Net Assets 1.32%(7) 1.25% 0.77% 0.36% 0.65%(7) Portfolio Turnover Rate 11% 38% 72% 41% 53% (1) Commenced operations on April 30, 1997. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total return would have been lower had certain expenses not been reduced during the period shown. (7) Annualized. (8) Does not take into consideration expense reductions during the period shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ---------------------------------------------------------------------------------- V.A. TECHNOLOGY FUND -------------------------- SIX MONTHS PERIOD ENDED ENDED JUNE 30, DECEMBER 31, 2001 2000(1) (UNAUDITED) -------- -------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $7.33 -------- -------- Net Investment Income(2) 0.03 (0.01) Net Realized and Unrealized Loss on Investments (2.69) (2.05) -------- -------- Total from Investment Operations (2.66) (2.06) -------- -------- Less Distributions: From Net Investment Income (0.01) -- -------- -------- Total Distributions (0.10) $5.27 -------- -------- Net Asset Value, End of Period $7.33 $11.25 ======== ======== Total Investment Return(3,4) (26.56%)(5) (28.10%)(5) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $14,402 $21,581 Ratio of Expenses to Average Net Assets 1.05%(6) 1.05%(6) Ratio of Adjusted Expenses to Average Net Assets(7) 1.99%(6) 1.14%(6) Ratio of Net Investment Income to Average Net Assets 0.62%(6) (0.22%)(6) Portfolio Turnover Rate 75% 21% (1) Commenced operations on May 1, 2000. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) The total returns would have been lower had certain expenses not been reduced during the period shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the period shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: ---------------------------------------------------------------------------------------------------------------------------- V.A. BOND FUND ------------------------------------------------------------------------------- SIX MONTHS PERIOD ENDED ENDED YEAR ENDED DECEMBER 31, JUNE 30, DECEMBER 31, -------------------------------------------------- 2001 1996(1) 1997 1998 1999 2000 (UNAUDITED) -------- -------- -------- -------- -------- --------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $10.19 $10.36 $10.51 $9.81 $10.29 -------- -------- -------- -------- -------- -------- Net Investment Income(2) 0.23 0.68 0.63 0.64 0.64 0.28 Net Realized and Unrealized Gain (Loss) on Investments 0.21 0.24 0.32 (0.70) 0.50 0.01 -------- -------- -------- -------- -------- -------- Total from Investment Operations 0.44 0.92 0.95 (0.06) 1.12 0.29 -------- -------- -------- -------- -------- -------- Less Distributions: From Net Investment Income (0.23) (0.68) (0.63) (0.64) (0.64) (0.30) From Net Realized Gain (0.02) (0.07) (0.17) -- -- -- -------- -------- -------- -------- -------- -------- Total Distributions (0.25) (0.75) (0.80) (0.64) (0.64) (0.30) -------- -------- -------- -------- -------- -------- Net Asset Value, End of Period $10.19 $10.36 $10.51 $9.81 $10.29 $10.28 ======== ======== ======== ======== ======== ======== Total Investment Return(3) 4.42%(4,5) 9.30%(5) 9.41%(5) (0.51%)(5) 11.89%(5) 2.78%(4) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $1,056 $3,682 $10,669 $12,531 $25,173 $67,692 Ratio of Expenses to Average Net Assets 0.75%(6) 0.75% 0.75% 0.75% 0.75% 0.68%(6) Ratio of Adjusted Expenses to Average Net Assets(7) 4.15%(6) 2.53% 1.34% 1.01% 0.92% -- Ratio of Net Investment Income to Average Net Assets 6.69%(6) 6.57% 5.93% 6.39% 6.47% 5.50%(6,8) Portfolio Turnover Rate 45% 193% 367% 307% 298% 195% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) Not annualized. (5) The total return would have been lower had certain expenses not been reduced during the period shown. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. (8) Had the Fund not amortized premiums on debt securities, the annualized ratio of net investment income to average net assets would have been 5.77%. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------------------------------------------------- V.A. MONEY MARKET FUND ------------------------------------------------------------------------------- SIX MONTHS PERIOD ENDED ENDED YEAR ENDED DECEMBER 31, JUNE 30, DECEMBER 31, -------------------------------------------------- 2001 1996(1) 1997 1998 1999 2000 (UNAUDITED) -------- -------- -------- -------- -------- --------- Per Share Operating Performance Net Asset Value, Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 -------- -------- -------- -------- -------- -------- Net Investment Income(2) 0.02 0.05 0.05 0.05 0.06 0.02 -------- -------- -------- -------- -------- -------- Less Distributions: From Net Investment Income (0.02) (0.05) (0.05) (0.05) (0.06) (0.02) -------- -------- -------- -------- -------- -------- Net Asset Value, End of Period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 ======== ======== ======== ======== ======== ======== Total Investment Return(3) 1.61%(4,5) 4.88%(5) 4.87% 4.58% 5.90% 2.33%(4) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $207 $8,377 $16,519 $32,952 $73,917 $143,495 Ratio of Expenses to Average Net Assets 0.75%(6) 0.75% 0.74% 0.66% 0.60% 0.57%(6) Ratio of Adjusted Expenses to Average Net Assets(7) 27.48%(6) 1.27% -- -- -- -- Ratio of Net Investment Income to Average Net Assets 4.68%(6) 4.86% 4.70% 4.55% 5.86% 4.52%(6) (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) Not annualized. (5) The total return would have been lower had certain expenses not been reduced during the period shown. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ----------------------------------------------------------------------------------------------------------------------------- V.A. STRATEGIC INCOME FUND ------------------------------------------------------------------------------- SIX MONTHS PERIOD ENDED ENDED YEAR ENDED DECEMBER 31, JUNE 30, DECEMBER 31, -------------------------------------------------- 2001 1996(1) 1997 1998 1999 2000 (UNAUDITED) -------- -------- -------- -------- -------- --------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $10.30 $10.47 $10.10 $9.77 $8.97 -------- -------- -------- -------- -------- -------- Net Investment Income(2) 0.27 0.91 0.85 0.80 0.83 0.33 Net Realized and Unrealized Gain (Loss) on Investments 0.36 0.26 (0.35) (0.33) (0.71) (0.17) -------- -------- -------- -------- -------- -------- Total from Investment Operations 0.63 1.17 0.50 0.47 0.12 0.16 -------- -------- -------- -------- -------- -------- Less Distributions: From Net Investment Income (0.27) (0.91) (0.85) (0.80) (0.83) (0.40) From Net Realized Gain (0.06) (0.09) (0.02) -- (0.09) -- -------- -------- -------- -------- -------- -------- Total Distributions (0.33) (1.00) (0.87) (0.80) (0.92) (0.40) -------- -------- -------- -------- -------- -------- Net Asset Value, End of Period $10.30 $10.47 $10.10 $9.77 $8.97 $8.73 ======== ======== ======== ======== ======== ======== Total Investment Return(3) 6.45%(4,5) 11.77%(5) 4.92%(5) 4.82%(5) 1.40% 1.79%(4) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $2,131 $5,540 $15,019 $22,282 $34,472 $52,836 Ratio of Expenses to Average Net Assets 0.85%(6) 0.85% 0.85% 0.85% 0.76% 0.71%(6) Ratio of Adjusted Expenses to Average Net Assets(7) 2.28%(6) 1.37% 0.93% 0.87% -- -- Ratio of Net Investment Income to Average Net Assets 7.89%(6) 8.77% 8.19% 8.06% 8.91% 7.60%(6,8) Portfolio Turnover Rate 73% 110% 92% 53%(9) 53% 47% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) Not annualized. (5) The total return would have been lower had certain expenses not been reduced during the period shown. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. (8) Had the Fund not amortized premiums on debt securities, the annualized ratio of net investment income to average net assets would have been 9.10% (9) Portfolio turnover rate excludes merger activity. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Core Equity Fund Schedule of Investments June 30, 2001 (Unaudited) - ------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. Core Equity Fund on June 30, 2001. It is divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- -------------- -------------- COMMON STOCKS Aerospace (1.72%) General Dynamics Corp. 3,800 $295,678 United Technologies Corp. 5,600 410,256 -------------- 705,934 -------------- Automobile/Trucks (1.15%) Ford Motor Co. 13,000 319,150 Lear Corp.* 4,400 153,560 -------------- 472,710 -------------- Banks - United States (4.05%) Bank of America Corp. 4,600 276,138 Comerica, Inc. 3,100 178,560 FleetBoston Financial Corp. 4,100 161,745 J.P. Morgan Chase & Co. 5,600 249,760 Mellon Financial Corp. 3,300 151,800 U.S. Bancorp 28,400 647,236 -------------- 1,665,239 -------------- Beverages (1.08%) Anheuser-Busch Cos., Inc. 4,600 189,520 PepsiCo, Inc. 5,800 256,360 -------------- 445,880 -------------- Building (0.60%) Black & Decker Corp. (The) 6,300 248,598 -------------- Chemicals (2.55%) Air Products & Chemicals, Inc. 5,200 237,900 Dow Chemical Co. 16,200 538,650 Praxair, Inc. 5,800 272,600 -------------- 1,049,150 -------------- Computers (14.07%) Adobe Systems, Inc. 2,300 108,100 Cadence Design Systems, Inc.* 6,000 111,780 Cisco Systems, Inc.* 8,600 156,520 Dell Computer Corp.* 14,000 366,100 Electronic Data Systems Corp. 6,100 381,250 First Data Corp. 4,000 257,000 Fiserv, Inc.* 3,500 223,930 International Business Machines Corp. 6,300 711,900 Lexmark International, Inc.* 7,800 524,550 Microsoft Corp.* 25,500 1,861,500 Oracle Corp.* 17,100 324,900 PeopleSoft, Inc.* 3,000 147,690 Sabre Holdings Corp.* 3,800 190,000 SunGard Data Systems, Inc.* 14,100 423,141 -------------- 5,788,361 -------------- Cosmetics & Personal Care (0.68%) Avon Products, Inc. 6,000 277,680 -------------- Diversified Operations (7.27%) General Electric Co. 39,300 1,915,875 Minnesota Mining & Manufacturing Co. 3,300 376,530 Tyco International Ltd. 12,800 697,600 -------------- 2,990,005 -------------- Electronics (6.17%) Analog Devices, Inc.* 4,200 181,650 Applied Materials, Inc.* 4,100 201,310 Intel Corp. 31,600 924,300 KLA-Tencor Corp.* 3,300 192,951 Linear Technology Corp. 4,900 216,678 LSI Logic Corp.* 7,000 131,600 Maxim Integrated Products, Inc.* 3,600 159,156 Parker- Hannifin Corp. 3,700 157,028 Texas Instruments, Inc. 7,800 245,700 Xilinx, Inc.* 3,100 127,844 -------------- 2,538,217 -------------- Energy (0.47%) Mirant Corp.* 5,600 192,640 -------------- Finance (5.84%) Citigroup, Inc. 32,600 1,722,584 Concord EFS, Inc.* 4,100 213,241 Washington Mutual, Inc. 12,450 467,498 -------------- 2,403,323 -------------- Food (0.56%) Kraft Foods, Inc. (Class A)* 3,000 93,000 Unilever NV, American Depositary Receipt (ADR) (Netherlands) 2,300 137,011 -------------- 230,011 -------------- Insurance (4.35%) American International Group, Inc. 5,600 481,600 Hartford Financial Services Group, Inc. (The) 4,900 335,160 Lincoln National Corp. 5,600 289,800 St. Paul Cos., Inc. (The) 6,500 329,485 Torchmark Corp. 4,300 172,903 XL Capital Ltd. (Class A) 2,200 180,620 -------------- 1,789,568 -------------- Leisure (0.53%) Disney (Walt) Co. (The) 7,500 216,675 -------------- Manufacturing (0.31%) Danaher Corp. 2,300 128,800 -------------- Media (4.26%) AOL Time Warner, Inc.* 20,600 1,091,800 AT&T Corp. - Liberty Media Group* 16,400 286,836 Viacom, Inc. (Class B)* 7,200 372,600 -------------- 1,751,236 -------------- Medical (11.90%) Abbott Laboratories 5,400 259,254 Allergan, Inc. 2,000 171,000 American Home Products Corp. 7,400 432,456 Bristol-Myers Squibb Co. 7,800 407,940 Invitrogen Corp.* 2,000 111,280 Johnson & Johnson 14,618 730,900 Laboratory Corp. of America Holdings* 2,200 169,180 Lincare Holdings, Inc.* 5,400 162,054 Merck & Co., Inc. 9,400 600,754 Pfizer, Inc. 34,000 1,361,700 Pharmacia Corp. 3,600 165,420 Schering-Plough Corp. 4,100 148,584 Trigon Healthcare, Inc.* 2,700 175,095 -------------- 4,895,617 -------------- Mortgage Banking (1.88%) Fannie Mae 9,100 774,865 -------------- Office (0.45%) Avery Dennison Corp. 3,600 183,780 -------------- Oil & Gas (7.25%) Apache Corp. 2,500 126,875 Chevron Corp. 3,000 271,500 El Paso Corp. 2,300 120,842 Enron Corp. 7,000 343,000 Exxon Mobil Corp. 14,112 1,232,683 Kerr-McGee Corp. 2,400 159,048 Royal Dutch Petroleum Co. (ADR) (Netherlands) 9,600 559,392 USX - Marathon Group 5,800 171,158 -------------- 2,984,498 -------------- Paper & Paper Products (0.56%) Kimberly-Clark Corp. 4,100 229,190 -------------- Retail (8.78%) Abercrombie & Fitch Co. (Class A)* 4,100 182,450 Bed Bath & Beyond, Inc.* 5,600 168,000 CVS Corp. 4,600 177,560 Home Depot, Inc. (The) 6,600 307,230 Kohl's Corp.* 7,900 495,567 Lowe's Cos., Inc. 9,200 667,460 May Department Stores Co. (The) 7,400 253,524 Target Corp. 5,600 193,760 TJX Cos., Inc. 9,700 309,139 Walgreen Co. 3,900 133,185 Wal-Mart Stores, Inc. 14,800 722,240 -------------- 3,610,115 -------------- Soap & Cleaning Preparations (1.07%) Colgate-Palmolive Co. 4,100 241,859 Procter & Gamble Co. (The) 3,100 197,780 -------------- 439,639 -------------- Telecommunications (6.15%) Broadwing, Inc.* 6,700 163,815 Comverse Technology, Inc.* 1,800 102,780 QUALCOMM, Inc.* 4,500 263,160 Qwest Communications International, Inc. 17,000 541,790 Sprint Corp* 11,700 282,555 Telephone and Data Systems, Inc. 1,800 195,750 Verizon Communications, Inc. 18,300 979,050 -------------- 2,528,900 -------------- Tobacco (1.92%) Philip Morris Cos., Inc. 15,600 791,700 -------------- Utilities (4.01%) Allegheny Energy, Inc. 4,400 212,300 Duke Energy Corp. 16,500 643,665 Exelon Corp. 8,100 519,372 SBC Communications, Inc. 6,900 276,414 -------------- 1,651,751 -------------- TOTAL COMMON STOCKS (Cost $36,203,706) (99.63%) 40,984,082 -------------- -------------- INTEREST PAR VALUE RATE (000s OMITTED) -------------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (1.36%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 10.625% due 08-15-15 and 6.250% due 08-15-23, U.S. Treasury Note 5.625% due 11-30-02) 3.97% 558 558,000 -------------- TOTAL SHORT-TERM INVESTMENTS (1.36%) 558,000 -------------- -------------- TOTAL INVESTMENTS (100.99%) 41,542,082 -------------- -------------- OTHER ASSETS AND LIABILITIES, NET (0.99%) (406,090) -------------- -------------- TOTAL NET ASSETS (100.00%) $41,135,992 ============== ============== * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Relative Value Fund Schedule of Investments June 30, 2001 (Unaudited) - ------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. Relative Value Fund on June 30, 2001. It's divided into three main categories: common stocks, bonds and short-term investments. Common stocks and bonds are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- -------------- -------------- COMMON STOCKS Aerospace (1.53%) Raytheon Co. 30,000 $796,500 -------------- Business Services - Misc. (0.84%) Moody's Corp. 13,000 435,500 -------------- Computers (10.99%) Computer Associates International, Inc. 51,493 1,853,748 Concord Communications, Inc.* 60,000 540,000 Hyperion Solutions Corp.* 14,000 210,000 MicroStrategy, Inc.* 50,000 140,000 Parametric Technology Corp.* 162,000 2,266,380 Viant Corp.* 22,500 42,075 Wind River Systems, Inc.* 37,950 662,607 -------------- 5,714,810 -------------- Containers (0.70%) Sealed Air Corp.* 9,829 366,130 -------------- Cosmetics & Personal Care (0.11%) Gillette Co. (The) 1,900 55,081 -------------- Diversified Operations (2.75%) Tyco International, Ltd. 26,200 1,427,900 -------------- Electronics (14.39%) Agere Systems, Inc. (Class A)* 403,990 3,029,925 Alpha Industries, Inc. 44,200 1,306,110 Conexant Systems, Inc.* 90,350 808,633 Flextronics International, Ltd.* (Singapore) 9,000 234,990 MKS Instruments, Inc.* 16,871 485,885 Sanmina Corp.* 8,000 187,280 SBS Technologies, Inc.* 12,000 227,040 Sony Corp. (Japan) 4,800 315,598 Texas Instruments, Inc. 8,000 252,000 Vicor Corp.* 38,900 634,070 -------------- 7,481,531 -------------- Fiber Optics (2.87%) Finisar Corp.* 80,000 1,494,400 -------------- Finance (1.81%) Citigroup, Inc. 17,841 942,718 -------------- Food (0.32%) Hain Celestial Group, Inc.* 7,500 165,000 -------------- Insurance (3.65%) ACE, Ltd. (Bermuda) 17,505 684,270 Ambac Financial Group, Inc. 12,334 717,839 XL Capital, Ltd. (Class A) 6,032 495,227 -------------- 1,897,336 -------------- Media (19.30%) AT&T Corp. - Liberty Media Corp. (Class A)* 128,244 2,242,988 Clear Channel Communications, Inc.* 11,000 689,700 Cumulus Media, Inc. (Class A)* 75,000 1,018,500 Pegasus Communications Corp.* 120,700 2,715,750 USA Networks, Inc.* 24,000 672,000 Viacom, Inc. (Class B)* 17,000 879,750 XM Satellite Radio Holdings, Inc. (Class A)* 112,050 1,815,210 -------------- 10,033,898 -------------- Medical (8.66%) Abbott Laboratories 17,500 840,175 Alpharma, Inc. (Class A) 17,000 463,250 Apogent Technologies, Inc.* 32,500 799,500 Bristol-Myers Squibb Co. 10,000 523,000 I-STAT Corp.* 35,000 515,900 Schering-Plough Corp. 37,500 1,359,000 -------------- 4,500,825 -------------- Oil & Gas (0.87%) Unocal Corp. 13,300 454,195 -------------- Retail (1.56%) McDonald's Corp. 30,000 811,800 -------------- Telecommunications (22.70%) ANTEC Corp.* 57,750 716,100 CenturyTel, Inc. 10,000 303,000 Corning, Inc. 35,000 584,850 CTC Communications Group, Inc.* 60,000 183,600 Hughes Electronics Corp. 107,500 2,176,875 Lucent Technologies, Inc. 99,253 615,369 Motient Corp.* 30,000 32,100 Nextel Communications, Inc. (Class A)* 98,200 1,718,500 Nextel Partners, Inc. (Class A)* 33,000 512,160 QUALCOMM, Inc.* 20,000 1,169,600 Sprint Corp. 110,000 2,349,600 TeleCorp PCS, Inc. (Class A)* 30,000 581,100 Verizon Communications, Inc. 16,000 856,000 -------------- 11,798,854 -------------- TOTAL COMMON STOCKS (Cost $53,300,555) (93.05%) 48,376,478 -------------- -------------- INTEREST CREDIT PAR VALUE RATE RATING** (000s OMITTED) -------------- -------------- -------------- BONDS Office (0.27%) Danka Business Systems Plc, Conv Note (United Kingdom) 04-01-02 6.750% B+ $500 $140,625 -------------- TOTAL BONDS (Cost $440,958) (0.27%) 140,625 -------------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (5.51%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 6.250% thru 10.625%, due 08-15-15 thru 08-15-23 and U.S. Treasury Notes, 5.625%, due 11-30-02) 3.970% 2,863 2,863,000 -------------- TOTAL SHORT-TERM INVESTMENTS (5.51%) 2,863,000 -------------- -------------- TOTAL INVESTMENTS (98.83%) 51,380,103 -------------- -------------- OTHER ASSETS AND LIABILITIES, NET (1.17%) 606,708 -------------- -------------- TOTAL NET ASSETS (100.00%) $51,986,811 ============== ============== * Non-income producing security. ** Credit ratings are unaudited and rated by Standard & Poor's where available, or Moody's Investor Services or John Hancock Advisers, Inc., where Standard & Poor's ratings are not available. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage shown for each investment category is the total of that category as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Sovereign Investors Fund Schedule of Investments June 30, 2001 (Unaudited) - ------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. Sovereign Investors Fund on June 30, 2001. It is divided into three main categories: common stocks, U.S. government obligations and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- -------------- -------------- COMMON STOCKS Advertising (1.07%) Interpublic Group of Cos., Inc. (The) 25,000 $733,750 -------------- Banks - United States (6.79%) FleetBoston Financial Corp. 22,000 867,900 Mellon Financial Corp. 25,000 1,150,000 PNC Bank Corp. 21,500 1,414,485 State Street Corp. 10,000 494,900 Wells Fargo & Co. 15,500 719,665 -------------- 4,646,950 -------------- Beverages (1.10%) PepsiCo, Inc. 17,000 751,400 -------------- Chemicals (4.43%) Air Products & Chemicals, Inc. 20,000 915,000 Dow Chemical Co. 25,000 831,250 Rohm & Haas Co. 39,000 1,283,100 -------------- 3,029,350 -------------- Computers (4.95%) Automatic Data Processing, Inc. 8,000 397,600 Cisco Systems, Inc.* 31,000 564,200 Compaq Computer Corp. 30,000 464,700 International Business Machines Corp. 16,000 1,808,000 Sun Microsystems, Inc.* 10,000 157,200 -------------- 3,391,700 -------------- Containers (1.47%) Bemis Co., Inc. 25,000 1,004,250 -------------- Diversified Operations (2.38%) Minnesota Mining & Manufacturing Co. 3,500 399,350 Tyco International Ltd. 22,500 1,226,250 -------------- 1,625,600 -------------- Electronics (5.13%) Emerson Electric Co. 12,700 768,350 General Electric Co. 28,800 1,404,000 Intel Corp. 40,000 1,170,000 Texas Instruments, Inc. 5,500 173,250 -------------- 3,515,600 -------------- Finance (8.01%) Citigroup, Inc. 45,225 2,389,689 Household International, Inc. 11,500 767,050 J.P. Morgan Chase & Co. 30,000 1,338,000 Merrill Lynch & Co., Inc. 7,500 444,375 Morgan Stanley Dean Witter & Co. 8,500 545,955 -------------- 5,485,069 -------------- Food (0.74%) Kraft Foods, Inc. (Class A)* 16,435 509,485 -------------- Insurance (2.28%) AFLAC, Inc. 24,800 780,952 American International Group, Inc. 9,093 781,998 -------------- 1,562,950 -------------- Media (1.52%) Gannett Co., Inc. 5,500 362,450 McGraw-Hill Cos., Inc. (The) 10,200 674,730 -------------- 1,037,180 -------------- Medical (10.07%) Abbott Laboratories 21,000 1,008,210 American Home Products Corp. 23,000 1,344,120 Baxter International, Inc. 22,200 1,087,800 Johnson & Johnson 32,000 1,600,000 Merck & Co., Inc. 9,000 575,190 Pfizer, Inc. 19,250 770,963 Schering-Plough Corp. 14,000 507,360 -------------- 6,893,643 -------------- Mortgage Banking (3.40%) Fannie Mae 15,000 1,277,250 Freddie Mac 15,000 1,050,000 -------------- 2,327,250 -------------- Office (1.50%) Avery Dennison Corp. 20,150 1,028,658 -------------- Oil & Gas (8.22%) Anadarko Petroleum Corp. 18,000 972,540 Chevron Corp. 17,200 1,556,600 Conoco, Inc. (Class B) 30,000 867,000 Exxon Mobil Corp. 10,184 889,572 Halliburton Co. 23,000 818,800 Royal Dutch Petroleum Co., American Depositary Receipts (Netherlands) 9,000 524,430 -------------- 5,628,942 -------------- Paper & Paper Products (1.55%) Kimberly-Clark Corp. 19,000 1,062,100 -------------- Retail (2.37%) Home Depot, Inc. (The) 9,000 418,950 Lowe's Cos., Inc. 7,000 507,850 SYSCO Corp. 16,400 445,260 Target Corp. 7,317 253,168 -------------- 1,625,228 -------------- Telecommunications (2.19%) Verizon Communications 28,000 1,498,000 -------------- Tobacco (1.85%) Philip Morris Cos., Inc. 25,000 1,268,750 -------------- Utilities (5.48%) BellSouth Corp. 38,000 1,530,260 SBC Communications, Inc. 22,844 915,130 Xcel Energy, Inc. 46,000 1,308,700 -------------- 3,754,090 -------------- TOTAL COMMON STOCKS (Cost $47,820,735) (76.50%) 52,379,945 -------------- -------------- INTEREST CREDIT PAR VALUE RATE RATING** (000s OMITTED) -------------- -------------- -------------- U.S. GOVERNMENT OBLIGATIONS Government - U.S. (13.85%) United States Treasury, Bond 05-15-30 6.25% AAA $2,000 $2,118,420 Bond 02-15-31 5.38 AAA 2,000 1,895,000 Note 09-30-02 5.88 AAA 2,400 2,453,616 Note 02-28-03 4.63 AAA 3,000 3,019,230 -------------- 9,486,266 -------------- TOTAL U.S. GOVERNMENT OBLIGATIONS (Cost $9,675,719) (13.85%) 9,486,266 -------------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (9.46%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 10.625% due 08-15-15 and 6.250% due 08-15-23, U.S. Treasury Note 5.625% due 11-30-02) 3.97% 6,474 6,474,000 -------------- TOTAL SHORT-TERM INVESTMENTS (Cost $6,474,000) (9.46%) 6,474,000 -------------- -------------- TOTAL INVESTMENTS (99.81%) 68,340,211 -------------- -------------- OTHER ASSETS AND LIABILITIES, NET (0.19%) 127,618 -------------- -------------- TOTAL NET ASSETS (100.00%) $68,467,829 ============== ============== * Non-income producing security. ** Credit ratings by Moody's Investors Service or John Hancock Advisers, Inc. where Standard & Poor's ratings are not available. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Financial Industries Fund Investors Fund Schedule of Investments June 30, 2001 (Unaudited) - ------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. Financial Industries Fund on June 30, 2001. It's divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- -------------- -------------- COMMON STOCKS Banks - Foreign (3.33%) Banco Popular Espanol SA (Spain) 36,500 $1,275,847 Lloyds TSB Group Plc (United Kingdom) 145,000 1,450,943 -------------- 2,726,790 -------------- Banks - Midwest (7.01%) Fifth Third Bancorp 57,250 3,437,862 Northern Trust Corp. 36,900 2,306,250 -------------- 5,744,112 -------------- Banks - Money Center (5.85%) Citigroup, Inc. 62,000 3,276,080 J.P. Morgan Chase & Co. 34,000 1,516,400 -------------- 4,792,480 -------------- Banks - Northeast (2.60%) State Street Corp. 43,100 2,133,019 -------------- Banks - Southeast (2.95%) BB&T Corp. 65,900 2,418,530 -------------- Banks - Superregional (13.62%) Bank of New York Co., Inc. (The) 44,500 2,136,000 FleetBoston Financial Corp. 66,536 2,624,845 PNC Financial Services Group. 15,000 986,850 U.S. Bancorp 106,260 2,421,665 Wells Fargo & Co. 64,500 2,994,735 -------------- 11,164,095 -------------- Banks - West (2.45%) Zions Bancorp. 34,000 2,006,000 -------------- Broker Services (11.21%) Goldman Sachs Group, Inc. 26,500 2,273,700 Instinet Group Inc.* 3,450 64,308 Lehman Brothers Holdings, Inc. 32,500 2,526,875 Merrill Lynch & Co., Inc. 40,500 2,399,625 Schwab (Charles) Corp. (The) 126,076 1,928,963 -------------- 9,193,471 -------------- Computer - Services (2.96%) Fiserv, Inc.* 38,000 2,431,240 -------------- Diversified Operations (5.01%) General Electric Co. 62,000 3,022,500 Tyco International Ltd. 20,000 1,090,000 -------------- 4,112,500 -------------- Finance - Consumer Loans (8.92%) American Express Co. 63,900 2,479,320 Household International, Inc. 42,000 2,801,400 MBNA Corp. 61,650 2,031,368 -------------- 7,312,088 -------------- Finance - Investment Management (2.73%) Amvescap Plc (United Kingdom) 129,000 2,240,601 -------------- Insurance - Brokers (3.51%) Marsh & McLennan Cos., Inc. 28,300 2,858,300 Willis Group Holdings Ltd.* 1,240 22,010 -------------- 2,880,310 -------------- Insurance - Life (4.48%) AFLAC, Inc. 98,400 3,098,616 American General Corp. 12,400 575,980 -------------- 3,674,596 -------------- Insurance - Multi Line (4.10%) AXA (France) 48,000 1,367,371 Loews Corp. 31,000 1,997,330 -------------- 3,364,701 -------------- Insurance - Property & Casualty (9.15%) Allstate Corp. (The) 46,000 2,023,540 Ambac Financial Group, Inc. 37,750 2,197,050 American International Group, Inc. 38,125 3,278,750 -------------- 7,499,340 -------------- Mortgage & Real Estate Services (3.53%) Fannie Mae 34,000 2,895,100 -------------- TOTAL COMMON STOCKS (Cost $68,696,240) (93.41%) 76,588,973 -------------- -------------- INTEREST PAR VALUE RATE (000s OMITTED) -------------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (6.17%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01 due 07-02-01 (Secured by U.S. Treasury Bonds, 10.625% due 08-15-15 and 6.250% due 08-15-23, U.S. Treasury Note 5.625% due 11-30-02) 3.97% $5,059 5,059,000 -------------- -------------- TOTAL SHORT-TERM INVESTMENTS (6.17%) 5,059,000 -------------- -------------- TOTAL INVESTMENTS (99.58%) 81,647,973 -------------- -------------- OTHER ASSETS AND LIABILITIES, NET (0.42%) 341,622 -------------- -------------- TOTAL NET ASETS (100.00%) $81,989,595 ============== ============== * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Technology Fund Schedule of Investments June 30, 2001 (Unaudited) - ------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. Technology Fund on June 30, 2001. It is divided into three main categories: common stocks, rights and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- -------------- -------------- COMMON STOCKS Advertising (0.29%) DoubleClick, Inc.* 4,500 $62,820 -------------- Computer - Graphics (1.38%) Cadence Design Systems, Inc.* 16,000 298,080 -------------- Computer - Integrated Systems (0.68%) Redback Networks, Inc.* 16,500 147,180 -------------- Computer - Internet Services (6.18%) Amazon.com, Inc.* 13,500 191,025 Art Technology Group, Inc.* 11,000 63,800 Exodus Communications, Inc.* 19,500 40,170 Infospace, Inc.* 14,000 53,760 Inktomi Corp.* 2,975 28,530 RealNetworks, Inc.* 9,850 115,738 ScreamingMedia, Inc.* 13,250 39,088 TIBCO Software, Inc.* 7,500 95,775 VeriSign, Inc.* 9,500 570,095 VerticalNet, Inc.* 3,400 8,466 Viant Corp.* 1,700 3,179 Vignette Corp.* 14,000 124,180 -------------- 1,333,806 -------------- Computer - Local Networks (3.02%) Cisco Systems, Inc.* 24,000 436,800 JNI Corp.* 7,000 98,000 Lucent Technologies, Inc. 3,600 22,320 Network Appliance, Inc.* 7,000 95,900 -------------- 653,020 -------------- Computer - Memory Devices (6.87%) EMC Corp.* 17,500 508,375 Emulex Corp.* 10,000 404,000 VERITAS Software Corp.* 8,000 532,240 Western Digital Corp.* 9,400 37,600 -------------- 1,482,215 -------------- Computer - Micro/Macro (2.18%) Dell Computer Corp.* 18,000 470,700 -------------- Computer - Services (0.82%) Unisys Corp.* 12,000 176,520 -------------- Computer - Software (20.53%) BEA Systems, Inc.* 15,500 476,005 Citrix Systems, Inc.* 15,500 540,950 i2 Technologies, Inc.* 16,000 316,800 Mercury Interactive Corp.* 10,500 628,950 Networks Associates, Inc.* 4,500 56,025 Oracle Corp.* 18,000 342,000 Parametric Technology Corp.* 23,000 321,770 Rational Software Corp.* 18,000 504,900 Siebel Systems, Inc.* 12,000 562,800 SmartForce Plc,* American Depositary Receipt (ADR) (Ireland) 9,500 334,685 Sun Microsystems, Inc.* 22,000 345,840 -------------- 4,430,725 -------------- Electronics - Components Misc. (6.03%) Flextronics International Ltd.* (Singapore) 19,500 509,145 Sanmina Corp.* 17,000 397,970 Solectron Corp.* 21,500 393,450 -------------- 1,300,565 -------------- Electronics - Products Misc. (0.80%) Aeroflex, Inc.* 16,500 173,250 -------------- Electronics - Semiconductor Components (26.92%) Amkor Technology, Inc.* 15,000 331,500 Analog Devices, Inc.* 11,000 475,750 Applied Materials, Inc.* 13,000 638,300 Applied Micro Circuits Corp.* 8,000 137,600 ASM Lithography Holding N.V.* (Netherlands) 15,500 344,875 Atmel Corp.* 20,500 276,545 Cypress Semiconductor Corp.* 22,500 536,625 Integrated Device Technology, Inc.* 15,000 475,350 Intel Corp. 4,000 117,000 KLA-Tencor Corp.* 12,000 701,640 Micron Technology, Inc.* 17,500 719,250 MKS Instruments, Inc.* 11,000 316,800 Novellus Systems, Inc.* 8,000 454,320 PRI Automation, Inc.* 300 5,557 Taiwan Semiconductor Manufacturing Co. Ltd.* (ADR) (Taiwan) 14,995 227,774 Transmeta Corp.* 9,000 50,220 -------------- 5,809,106 -------------- Fiber Optics (3.78%) CIENA Corp.* 8,000 304,000 Finisar Corp.* 21,000 392,280 JDS Uniphase Corp.* 9,500 118,750 -------------- 815,030 -------------- Media - Cable TV (3.93%) AOL Time Warner, Inc.* 16,000 848,000 -------------- Telecom - Equipment (5.21%) Ericsson (L.M.) Telephone Co. (Class B) (ADR) (Sweden) 12,500 67,750 Nokia Corp. (ADR) (Finland) 22,500 495,900 QUALCOMM, Inc.* 9,500 555,560 Tut Systems, Inc.* 3,350 5,561 -------------- 1,124,771 -------------- Telecom - Services (1.17%) Global Crossing Ltd.* (Bermuda) 25,000 216,000 Global Light Telecommunications, Inc.* (Canada) 1,600 3,568 Metromedia Fiber Network, Inc. (Class A)* 13,000 26,520 Primus Telecommunications Group, Inc.* 7,750 6,355 -------------- 252,443 -------------- TOTAL COMMON STOCKS (Cost $26,597,872) (89.79%) 19,378,231 ------------- -------------- RIGHTS Seagate Technology, Inc. 5,200 $0 -------------- TOTAL RIGHTS (Cost $0) (0.00%) 0 ------------- -------------- INTEREST PAR VALUE RATE (000s OMITTED) -------------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (12.32%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 6.250% thru 10.625% , due 08-15-15 thru 08-15-23 and U.S. Treasury Notes 5.625% due 11-30-02) 3.97% $2,658 2,658,000 -------------- TOTAL SHORT-TERM INVESTMENTS (12.32%) 2,658,000 -------------- -------------- TOTAL INVESTMENTS (102.11%) 22,036,231 -------------- -------------- OTHER ASSETS AND LIABILITIES, NET (2.11%) (454,950) -------------- -------------- TOTAL NET ASSETS (100.00%) $21,581,281 ============== ============== * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. Portfolio Concentration June 30, 2001 (Unaudited) - --------------------------------------------------------------------------- The V.A. Technology Fund invests primarily in equity securities of technology companies in the United States and abroad. The concentration of investments by industry category for individual securities held by the Fund is shown in the schedule of investments. In addition, concentration of investments can be aggregated by various countries. The table below shows the percentage of the Fund's investments at June 30, 2001 assigned to the various countries. MARKET VALUE AS A % OF COUNTRY DIVERSIFICATION FUND'S NET ASSETS - ----------------------- ----------------- Bermuda 1.00% Canada 0.02 Finland 2.30 Ireland 1.55 Netherlands 1.60 Singapore 2.36 Sweden 0.31 Taiwan 1.06 United States 91.91 ------- TOTAL INVESTMENTS 102.11% ======= John Hancock Funds - Declaration Trust - V.A. Bond Fund Schedule of Investments June 30, 2001 (Unaudited) - ------------------------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. Bond Fund on June 30, 2001. It is divided into three main categories: bonds, preferred stocks and warrants, and short-term investments. Bonds are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. INTEREST CREDIT PAR VALUE MARKET ISSUER, DESCRIPTION RATE RATING** (000s OMITTED) VALUE - ------------------- -------- ------ ------------ ------------- BONDS Aerospace (0.79%) BAE Systems Asset Trust, Pass Thru Ctf Ser 2001 Class B 12-15-11 (R) 7.156% A $245 $245,159 Lockheed Martin Corp., Bond 12-01-29 8.500 BBB- 265 292,685 -------------- 537,844 -------------- Agricultural Operations (0.35%) Archer-Daniels-Midland Co., Sr Deb 02-01-31 7.000 A+ 155 149,566 Cargill, Inc., Note 05-01-06 (R) 6.250 A+ 85 85,163 -------------- 234,729 -------------- Automobile/Trucks (1.49%) Delphi Automotive Systems Corp., Note 06-15-06 6.550 BBB 240 239,755 ERAC USA Finance Co., Note 02-15-05 (R) 6.625 BBB+ 19 18,866 Note 06-15-08 (R) 7.350 BBB+ 120 119,290 Note 12-15-09 (R) 7.950 BBB+ 200 204,982 Ford Capital, B.V., Gtd Deb (Netherlands) 05-15-02 (Y) 9.875 A 50 51,896 Ford Motor Co., Note 07-16-31 7.450 A 65 62,460 Honda Auto Receivables Owner Trust, Pass Thru Ctf Ser 2001-1 Class A-4 06-19-06 5.560 AAA 310 312,226 -------------- 1,009,475 -------------- Banks - Foreign (0.76%) Abbey National First Capital, B.V., Sub Note (United Kingdom) 10-15-04 (Y) 8.200 AA- 30 32,298 Barclays Bank Plc, Sub Note (United Kingdom) 06-15-49 (R) (Y) 7.375# A+ 160 161,600 Royal Bank of Scotland Group Plc, Bond (United Kingdom) 03-31-49 (Y) 8.817 A- 30 32,116 Scotland International Finance No. 2, B.V., Gtd Sub Note (Netherlands) 11-01-06 (R) (Y) 8.850 A 95 104,396 UBS Preferred Funding Trust I, Gtd Bond 10-01-49 8.622# AA- 165 180,799 -------------- 511,209 -------------- Banks - United States (1.90%) Bank of New York, Cap Security 12-01-26 (R) 7.780 A- 50 50,356 Bank One Corp., Sub Note 08-01-10 7.875 A- 70 75,032 BNP Paribas Capital Trust, Sub Note 12-27-49 (R) 9.003# A 160 175,101 Capital One Bank, Sr Note 02-01-06 6.875 BBB- 60 58,792 Colonial Bank Sub Note 06-01-11 9.375 BBB- 115 118,772 HSBC Holding Plc, Sub Note (United Kingdom) 07-15-09 (Y) 7.500 A 55 57,491 RBSG Capital Corp., Gtd Cap Note 03-01-04 10.125 A 15 16,575 Sanwa Bank, Ltd., Sub Note 06-15-11 7.400 BBB 135 131,628 Skandinaviska Enskilda, Jr Sub Note 12-29-49 (R) 6.500# BBB 250 250,493 Zions Financial Corp., Note 05-15-11 (R) 6.950# BBB- 350 353,276 -------------- 1,287,516 -------------- Beverages (0.22%) Canandaigua Brands, Inc., Sr Sub Note Ser C 12-15-03 8.750 B+ 30 30,225 Fosters Finance Corp., Note 06-15-11 (R) 6.875 BBB+ 120 118,584 -------------- 148,809 -------------- Broker Services (0.21%) Goldman Sachs Group, Inc., Bond 01-15-11 6.875 A+ 85 84,464 Salomon Smith Barney Holdings, Inc., Note 03-15-06 5.875 A 55 54,552 -------------- 139,016 -------------- Building (0.19%) Vulcan Materials Co., Note 02-01-06 6.400 A+ 125 125,734 -------------- Chemicals (1.00%) Akzo Nobel, Inc., Bond 11-15-03 (R) 6.000 A- 45 45,675 Equistar Chemicals L.P./Equistar Funding Corp., Sr Note 02-15-04 8.500 BBB- 130 127,274 Millennium America, Inc., Sr Note 06-15-08 (R) 9.250 BBB- 65 65,325 Nova Chemicals Corp., Sr Note 05-15-06 7.000 BBB 130 129,180 Potash Corp., Note (Canada) 05-31-11 (Y) 7.750 BBB+ 300 311,385 -------------- 678,839 -------------- Containers (0.27%) Sealed Air Corp., Gtd Sr Note 07-01-08 (R) 8.750 BBB 80 78,873 Stone Container Corp., Sr Note 02-01-11 (R) 9.750 B 100 102,000 -------------- 180,873 -------------- Cosmetics & Personal Care (0.17%) International Flavors & Fragrances, Inc., Note 05-15-06 (R) 6.450 BBB+ 115 114,976 -------------- Energy (0.45%) Enron Corp., Note 08-15-05 (R) 8.000 BBB+ 60 61,564 MidAmerican Energy Holdings, Sr Bond 09-15-28 8.480 BBB- 60 64,083 P&L Coal Holdings Corp., Sr Sub Note Ser B 05-15-08 9.625 B 24 25,140 Progress Energy, Inc., Sr Note 03-01-11 7.100 BBB 150 150,944 -------------- 301,731 -------------- Finance (3.57%) American Express Credit Account Master Trust, Pass Thru Ctf Ser 2000-1 Class A 09-17-07 7.200 AAA 280 296,624 Boeing Capital Corp., Sr Note 03-01-11 6.100 AA- 185 180,453 Bombardier Capital, Inc., Note 01-15-02 (R) 6.000 A- 30 30,324 Citigroup, Inc., Note 01-18-11 6.500 AA- 155 153,726 Ford Motor Credit Co., Note 02-01-06 6.875 A 140 142,713 General Motors Acceptance Corp., Note 07-15-05 7.500 A 60 62,997 Heller Financial, Inc., Sr Note 03-15-06 6.375 A- 115 116,006 Household Finance Corp., Sr Note 05-09-05 8.000 A 115 122,880 Note 01-24-06 6.500 A 150 152,407 Note 07-15-10 8.000 A 55 59,150 ING Capital Funding Trust III, Gtd Trust Preferred Security 12-31-49 8.439# A 50 52,944 Marlin Water Trust/Marlin Water Capital Corp., Sr Sec Note 12-15-01 (R) 7.090 BBB 30 30,263 Midland Funding Corp. II, Deb Ser A 07-23-05 11.750 BB+ 150 165,375 Pemex Project Funding Master Trust, Gtd Bond 10-13-10 (R) 9.125 BB+ 190 199,346 Standard Credit Master Trust, Ser 1995-1 Class A 01-07-07 8.250 AAA 400 433,124 Takefuji Corp., Sr Note (Japan) 04-15-11 (R) (Y) 9.200 A- 95 98,023 Verizon Global Funding Corp., Bond 12-01-30 (R) 7.750 A+ 110 114,510 Yanacocha Receivables Master Trust, Pass Thru Ctf Ser 1997-A 06-15-04 (R) 8.400 BBB- 3 2,783 -------------- 2,413,648 -------------- Food (0.08%) Earthgrains Co. (The), Sr Note 08-01-03 8.375 BBB 50 51,335 -------------- Government - Foreign (1.08%) Brazil, Federal Republic of, Bond (Brazil) 04-15-14 (Y) 8.000 BB- 339 250,592 Colombia, Republic of, Gtd Note (Colombia) 04-09-11 (Y) 9.750 BBB 135 137,700 Nova Scotia, Province of, Deb (Canada) 11-15-19 (Y) 8.250 A- 20 23,190 Quebec, Government of, Deb (Canada) 01-22-11 (Y) 6.125 A+ 105 102,162 Quebec, Province of, Deb (Canada) 09-15-29 (Y) 7.500 A+ 205 218,645 -------------- 732,289 -------------- Government - U.S. (28.15%) United States Treasury, Bond 08-15-17 8.875 AAA 277 363,607 Bond 02-15-23 7.125 AAA 675 773,928 Bond 05-15-30 6.250 AAA 4,085 4,326,873 Infl Indxd Note 01-15-07 3.375 AAA 541 550,347 Note 08-15-03 5.750 AAA 5,655 5,815,772 Note 02-15-05 7.500 AAA 2,295 2,497,603 Note 07-15-06 7.000 AAA 1,582 1,715,980 Note 05-15-08 5.625 AAA 1,145 1,190,079 Note 08-15-10 5.750 AAA 1,780 1,821,207 -------------- 19,055,396 -------------- Government - U.S. Agencies (29.71%) Federal National Mortgage Assn., 15 Yr Pass Thru Ctf 12-01-12 to 05-01-16 6.500 AAA 2,420 2,427,789 15 Yr Pass Thru Ctf 11-01-14 to 02-01-16 7.000 AAA 904 920,088 15 Yr Pass Thru Ctf 12-01-14 5.500 AAA 516 498,568 15 Yr Pass Thru Ctf 05-01-16 to 06-01-16 6.000 AAA 1,273 1,228,800 Note 03-15-11 5.500 AAA 1,780 1,692,104 Note 01-15-30 7.125 AAA 1,650 1,758,784 Pass Thru Ctf Ser 1997-M8 Class A-1 01-25-22 6.940 AAA 3 2,628 30 Yr Pass Thru Ctf 06-01-30 to 02-01-31 7.500 AAA 1,330 1,358,115 30 Yr Pass Thru Ctf 12-01-30 to 06-01-31 7.000 AAA 1,795 1,782,649 30 Yr Pass Thru Ctf 02-01-31 to 05-01-31 6.000 AAA 179 174,590 Government National Mortgage Assn., 30 Yr Pass Thru Ctf 07-15-26 8.000 AAA 20 21,180 30 Yr Pass Thru Ctf 04-15-28 to 06-15-29 6.500 AAA 2,405 2,381,979 30 Yr Pass Thru Ctf 08-15-28 to 06-15-31 7.000 AAA 3,857 3,901,733 30 Yr Pass Thru Ctf 12-15-30 7.500 AAA 1,915 1,964,829 -------------- 20,113,836 -------------- Insurance (0.67%) AXA, Sub Note (France) 12-15-30 (Y) 8.600 A- 95 106,238 Equitable Life Assurance Society USA, Surplus Note 12-01-05 (R) 6.950 A+ 15 15,499 Hartford Life, Inc., Sr Note 03-01-31 7.375 A 55 55,370 Massachusetts Mutual Life Insurance Co., Surplus Note 11-15-23 (R) 7.625 AA 5 5,075 MONY Group, Inc. (The), Sr Note 12-15-05 7.450 A- 215 220,313 New York Life Insurance Co., Surplus Note 12-15-23 (R) 7.500 AA- 5 4,878 Sun Canada Financial Co., Gtd Sub Note 12-15-07 (R) 6.625 AA- 20 21,046 URC Holdings Corp., Sr Note 06-30-06 (R) 7.875 AA+ 25 27,056 -------------- 455,475 -------------- Leisure (0.68%) Harrah's Operating Co., Inc., Note 06-01-07 (R) 7.125 BBB- 180 177,475 Gtd Sr Sub Note 12-15-05 7.875 BB+ 40 40,600 HMH Properties, Inc., Gtd Sr Sec Note Ser A 08-01-05 7.875 BB 30 29,325 MGM Mirage, Inc., Gtd Sr Note 09-15-10 8.500 BBB- 165 172,135 Station Casinos, Inc., Sr Note 02-15-08 8.375 BB- 20 20,100 Waterford Gaming LLC/Waterford Gaming Finance Corp., Sr Note 03-15-10 (R) 9.500 B+ 20 19,600 -------------- 459,235 -------------- Media (2.96%) Adelphia Communications Corp., Sr Note 03-01-05 9.500 B+ 80 77,600 Sr Note 06-15-11 10.250 B+ 75 72,937 Sr Note Ser B 10-01-02 9.250 B+ 17 17,170 Sr Note Ser B 07-15-03 8.125 B+ 15 14,475 AOL Time Warner, Inc., Bond 04-15-31 7.625 BBB+ 165 164,959 British Sky Broadcasting Group Plc, Gtd Sr Note (United Kingdom) 07-15-09 (Y) 8.200 BB+ 40 39,550 Charter Comm. Holdings, LLC/Charter Comm. Holdings Capital Corp., Sr Note 01-15-11 11.125 B+ 20 21,000 Sr Note 05-15-11 (R) 10.000 B+ 60 60,000 Clear Channel Communications, Inc., Sr Note 06-15-05 7.875 BBB- 320 335,133 Continental Cablevision, Inc., Sr Note 05-15-06 8.300 A 120 129,203 CSC Holdings, Inc., Sr Note 04-01-11 (R) 7.625 BB+ 185 176,175 Sr Sub Deb 05-15-16 10.500 BB- 20 22,050 EchoStar DBS Corp., Sr Note 02-01-09 9.375 B+ 35 34,125 Garden State Newspapers, Inc., Sr Sub Note 07-01-11 8.625 B+ 45 41,850 Jones Intercable, Inc., Sr Note 04-15-08 7.625 BBB 90 92,255 Lenfest Communications, Inc., Sr Note 11-01-05 8.375 BBB 40 43,022 Mediacom LLC/Mediacom Capital Corp., Sr Note Ser B 04-15-08 8.500 B+ 20 18,900 Sr Note 01-15-13 (R) 9.500 B+ 85 81,387 News America Holdings, Inc., Gtd Sr Deb 08-10-18 8.250 BBB- 125 126,495 News America, Inc., Gtd Sr Note 04-30-28 7.300 BBB- 55 49,284 TCI Communications, Inc., Sr Deb 02-15-26 7.875 A 155 156,310 Time Warner, Inc., Deb 01-15-13 9.125 BBB+ 58 66,402 Viacom, Inc., Gtd Sr Note 01-30-06 6.400 A- 80 81,114 Gtd Sr Note 01-30-06 (R) 6.400 A- 85 85,000 -------------- 2,006,396 -------------- Medical (1.15%) Dynacare, Inc., Sr Note (Canada) 01-15-06 (Y) 10.750 B+ 37 37,555 Fresenius Medical Care Capital Trust II, Gtd Trust Preferred Security 02-01-08 7.875 B+ 10 9,750 Fresenius Medical Care Capital Trust IV, Gtd Trust Preferred Security 06-15-11 (R) 7.875 B+ 95 92,625 HCA - The Healthcare Co., Sr Note 06-01-06 7.125 BB+ 340 332,772 Note 09-01-10 8.750 BB+ 35 37,187 HEALTHSOUTH Corp., Sr Note 02-01-08 8.500 BBB- 55 55,412 Quest Diagnostic, Inc., Gtd Sr Note 07-12-06 6.750 BBB- 135 133,694 Tenet Healthcare Corp., Sr Note 01-15-05 8.000 BB+ 20 20,525 Triad Hospitals, Inc., Gtd Sr Note 05-01-09 (R) 8.750 B- 60 61,050 -------------- 780,570 -------------- Metal (0.48%) Newmont Mining Corp., Note 05-15-11 8.625 BBB 100 98,155 Phelps Dodge Corp., Sr Note 06-01-11 8.750 BBB 150 148,447 WMC Finance (USA), Ltd., Gtd Note (Australia) 11-15-03 (Y) 6.500 A 80 81,391 -------------- 327,993 -------------- Mortgage Banking (2.47%) AMRESCO Residential Securities Corp. Mortgage Loan Trust, Pass Thru Ctf Ser 1998-1 Class A-6 08-25-27 6.510 AAA 143 144,462 Citibank Credit Card Master Trust I, Class A Credit Card Part Cert Ser 1997-2 02-15-04 6.550 AAA 130 131,665 Commercial Mortgage Acceptance Corp., Pass Thru Ctf Ser 1999-C1 Class A-1 08-15-08 6.790 Aaa 70 72,135 ContiMortgage Home Equity Loan Trust, Pass Thru Ctf Ser 1995-2 Class A-5 08-15-25 8.100 AAA 9 8,947 Credit Suisse First Boston Mortgage Securities Corp., Commercial Mtg Pass Thru Ctf Ser 1998-C1 Class A-1A 12-17-07 6.260 AAA 239 242,101 EQCC Home Equity Loan Trust, Pass Thru Ctf Ser 1997-3 Class A-9 02-15-29 6.570 AAA 145 146,029 GMAC Commercial Mortgage Securities, Inc., Pass Thru Ctf Ser 1997-C1 Class A-2 07-15-29 6.853 Aaa 50 51,484 Pass Thru Ctf Ser 1998-C1 Class A-1 05-15-30 6.411 Aaa 244 246,751 IMC Home Equity Loan Trust, Pass Thru Ctf Ser 1998-1 Class A-4 03-20-25 6.600 AAA 15 15,112 LB Commercial Conduit Mortgage Trust, Pass Thru Ctf Ser 1999-C1 Class A-1 08-15-07 6.410 Aaa 50 51,424 Money Store Home Equity Trust (The), Pass Thru Ctf Ser 1997-D Class AF-7 12-15-38 6.485 AAA 15 15,019 Morgan Stanley Capital I, Inc., Pass Thru Ctf Ser 1997-WF1 Class A-1 10-15-06 (R) 6.830 AAA 217 223,581 Pass Thru Ctf Ser 1999-CAM1 Class A-3 11-15-08 6.920 AAA 140 143,948 Salomon Brothers Mortgage Securities VII, Inc., Mtg Pass Thru Ctf Ser 1997-HUD2 Class A-2 07-25-24 6.750 Aaa 6 6,022 Saxon Asset Securities Trust, Pass Thru Ctf Ser 2000-2 Class AF-2 06-25-15 7.965 AAA 105 106,804 UCFC Home Equity Loan Trust, Pass Thru Ctf Ser 1997-A1 Class A-8 06-15-28 7.220 AAA 8 8,313 Pass Thru Ctf Ser 1997-B Class A-6 10-15-28 6.900 AAA 56 57,666 -------------- 1,671,463 -------------- Oil & Gas (1.22%) Alberta Energy Co., Ltd., Note (Canada) 09-15-30 (Y) 8.125 BBB+ 200 218,028 Anadarko Petroleum Corp., Deb 05-15-28 7.150 BBB+ 75 72,898 Chesapeake Energy Corp., Gtd Sr Note 04-01-11 (R) 8.125 B+ 45 41,962 Forest Oil Corp., Sr Note 06-15-08 (R) 8.000 BB 80 78,000 Louis Dreyfus Natural Gas Corp., Note 12-01-07 6.875 BBB 40 39,764 Occidental Petroleum Corp., Sr Deb 09-15-09 10.125 BBB- 15 17,936 Ocean Energy, Inc., Gtd Sr Sub Note Ser B 07-15-07 8.875 BB+ 20 21,070 Petrobras International Finance Co., Sr Note 07-06-11 (R)+ 9.750 Baa1 70 69,825 Petroleum Geo-Services ASA, Sr Note (Norway) 03-30-28 (Y) 7.125 BBB- 50 41,356 Santa Fe Snyder Corp., Sr Sub Note 06-15-07 8.750 BBB+ 20 21,254 Transocean Sedco Forex, Inc., Note 04-15-31 (R) 7.500 A- 115 115,139 Valero Energy Corp., Note 06-15-05 8.375 BBB- 80 85,584 -------------- 822,816 -------------- Paper & Paper Products (1.34%) Georgia-Pacific Corp., Sr Note 05-15-06 7.500 BBB- 120 120,336 Sr Note 05-15-31 8.875 BBB- 135 136,505 International Paper Co., Sr Note 07-08-05 8.125 BBB 260 274,950 Stora Enso Oyj, Sr Note (Finland) 05-15-11 (Y) 7.375 BBB+ 370 375,391 -------------- 907,182 -------------- Real Estate Operations (0.31%) EOP Operating, L.P., Sr Note 02-15-05 6.625 BBB+ 170 172,827 Liberty Property, L.P., Med Term Note 06-05-02 6.600 BBB 40 40,300 -------------- 213,127 -------------- Real Estate Investment Trust (0.62%) Cabot Industrial Properties, L.P., Note 05-01-04 7.125 BBB 25 25,319 Camden Property Trust, Sr Note 04-15-04 7.000 BBB 30 30,510 Health Care Property Investors, Inc., Note 01-15-07 7.500 BBB+ 20 19,450 Healthcare Realty Trust, Inc., Sr Note 05-01-11 8.125 BBB- 105 105,262 Mack-Cali Realty, L.P., Sr Note 02-15-11 7.750 BBB 210 212,102 ProLogis Trust, Sr Note 04-15-04 6.700 BBB+ 25 25,355 -------------- 417,998 -------------- Retail (0.60%) Delhaize America Inc., Note 04-15-11 (R) 8.125 BBB- 110 114,325 Kmart Corp., Sr Note 06-15-08 (R) 9.875 BB+ 125 122,812 Kohl's Corp., Note 03-01-11 (R) 6.300 A- 170 170,326 -------------- 407,463 -------------- Telecommunications (4.48%) AT&T Canada, Inc., Sr Disc Note, Step Coupon (10.750%, 11-01-02) (Canada) 11-01-07 (A) Zero BBB 135 127,836 Sr Note (Canada) 08-15-07 (Y) 12.000 BBB 15 16,350 AT&T Wireless Group, Sr Note 03-01-31 (R) 8.750 BBB 260 270,150 BellSouth Capital Funding Corp., Deb 02-15-30 7.875 AA- 80 85,398 Citizens Communications Co., Sr Note 05-15-06 8.500 BBB 115 118,050 Sr Note 05-15-11 9.250 BBB 115 120,778 Cox Communications, Inc., Note 11-01-10 7.750 BBB 155 162,359 Crown Castle International Corp., Sr Note 05-15-11 9.000 B 30 26,400 Sr Note 08-01-11 (R) 9.375 B 65 58,012 Deutsche Telekom International Finance B.V., Gtd Bond (Netherlands) 06-15-05 (Y) 7.750 A- 230 240,295 Gtd Bond (Netherlands) 06-15-30 (Y) 8.250 A- 130 131,891 Dominion Resources, Inc., Sr Note Ser A 06-15-10 8.125 BBB+ 60 64,725 France Telecom, Bond (France) 03-01-31 (R) (Y) 8.500 A- 195 204,368 LCI International, Inc., Sr Note 06-15-07 7.250 BBB+ 30 29,945 Qwest Capital Funding, Inc., Bond 02-15-31 (R) 7.750 BBB+ 260 254,072 Sprint Capital Corp., Gtd Note 01-30-06 7.125 BBB+ 120 120,824 Gtd Sr Note 11-15-28 6.875 BBB+ 200 168,076 Telefonos de Mexico S.A. de C.V., Sr Note (Mexico) 01-26-06 (R) (Y) 8.250 BB+ 200 206,500 Telus Corp., Note 06-01-11 8.000 BBB+ 200 203,000 Triton PCS, Inc., Gtd Sr Sub Note 02-01-11 9.375 B- 30 28,800 VoiceStream Wireless Corp., Sr Note 09-15-09 11.500 A- 20 23,000 WorldCom, Inc., Bond 05-15-31 8.250 BBB+ 135 135,498 Note 05-15-06 8.000 BBB+ 225 233,154 -------------- 3,029,481 -------------- Transportation (1.39%) America West Airlines, Pass Thru Ctf Ser 1996-1B 01-02-08 6.930 A- 3 3,275 Burlington Northern Santa Fe Corp., Deb 08-15-30 7.950 BBB+ 255 268,849 Continental Airlines, Inc., Pass Thru Ctf Ser 1997-2C 06-30-04 7.206 BBB 102 105,177 Pass Thru Ctf Ser 1999-1A 02-02-19 6.545 AA+ 56 54,377 Delta Air Lines, Inc., Note 12-15-05 7.700 BBB- 100 98,336 Northwest Airlines, Inc., Gtd Note 03-15-04 8.375 BB 25 24,571 Gtd Note 06-01-06 8.875 BB 115 109,250 Pass Thru Ctf Ser 1996-1D 01-02-15 8.970 BBB- 4 4,544 NWA Trust, Sr Note Ser A 12-21-12 9.250 AA 36 39,337 Railcar Trust No. 1992-1, Pass Thru Ser 1992-1 Class A 06-01-04 7.750 AAA 54 56,053 United Air Lines, Inc., Pass Thru Ctf Ser 2000-1 Class A-1 01-01-14 7.783 AAA 71 72,830 Pass Thru Ctf Ser 2000-2 Class A-1 04-01-12 7.032 AAA 66 66,184 US Airways, Inc., Pass Thru Ctf Ser 1990-A1 03-19-05 11.200 BB- 29 29,953 Wisconsin Central Transportation Corp., Note 04-15-08 6.625 BBB- 8 7,837 -------------- 940,573 -------------- Utilities (4.13%) AES Corp., Sr Note 06-01-09 9.500 BB 35 35,700 Sr Note 09-15-10 9.375 BB 20 20,200 Sr Sub Note 07-15-06 10.250 B+ 10 10,250 AES Eastern Energy, L.P., Pass Thru Ctf Ser 1999-A 01-02-17 9.000 BBB- 25 25,440 Avon Energy Partners Holdings, Sr Note (United Kingdom) 12-11-02 (R) (Y) 6.730 BBB+ 40 40,201 Beaver Valley Funding Corp., Deb 06-01-07 8.625 BB- 60 62,098 Sec Lease Oblig Bond 06-01-17 9.000 BB- 23 25,188 BVPS II Funding Corp., Collateralized Lease Bond 06-01-17 8.890 BB- 5 5,521 Calpine Canada Energy Finance ULC, Gtd Sr Note (Canada) 05-01-08 (Y) 8.500 BB+ 75 72,619 Calpine Corp., Sr Note 08-15-05 8.250 BB+ 65 64,215 Sr Note 04-01-08 7.875 BB+ 15 14,550 Sr Note 02-15-11 8.500 BB+ 60 57,625 Cleveland Electric Illuminating Co., 1st Mtg Ser B 05-15-05 9.500 BB+ 45 46,575 Sr Sec Note Ser D 11-01-17 7.880 BB+ 20 19,583 CMS Energy Corp., Sr Note 05-15-02 8.125 BB 60 60,588 Sr Note 10-15-07 9.875 BB 15 15,825 Sr Note 04-15-11 8.500 BB 25 24,262 Sr Note Ser B 01-15-04 6.750 BB 55 52,525 EIP Funding-PNM, Sec Fac Bond 10-01-12 10.250 BBB- 38 41,325 Exelon Generation Co., LLC, Sr Note 06-15-11 (R) 6.950 A- 245 244,811 GG1B Funding Corp., Deb 01-15-11 7.430 BBB- 23 23,149 HQI Transelec Chile SA, Sr Note (Chile) 04-15-11 (R) (Y) 7.875 A- 130 129,499 Hydro-Quebec, Gtd Bond Ser HY (Canada) 01-15-22 (Y) 8.400 A+ 20 23,040 Iberdrola International B.V., Note 10-01-02 7.500 AA- 35 36,136 KeySpan Corp., Sr Note 11-15-30 8.000 A 60 64,295 Long Island Lighting Co., Deb 03-15-23 8.200 A- 40 41,000 Mirant Americas Generation, Inc., Pass Thru Ctf Ser MIR 2001-14 06-15-04 (R) 7.200 BBB- 240 239,282 Sr Note 05-01-11 (R) 8.300 BBB- 100 100,279 Niagara Mohawk Power Corp., Sec Fac Bond 01-01-18 8.770 BBB 43 44,418 Northeast Utilities, Note Ser A 12-01-06 8.580 BBB 6 6,495 NRG Energy, Inc., Sr Note 04-01-11 7.750 BBB- 200 202,766 Pinnacle Partners, Sr Note 08-15-04 (R) 8.830 BBB- 85 86,548 Pinnacle West Capital Corp., Sr Note 04-01-06 6.400 BBB 85 83,815 PNPP II Funding Corp., Deb 05-30-16 9.120 BB- 40 43,142 PSEG Energy Holdings, Inc., Sr Note 02-15-08 (R) 8.625 BBB- 55 55,623 PSEG Power LLC, Sr Note 04-15-31 (R) 8.625 BBB 130 139,766 Sierra Pacific Power Co., 1st Mtg Note 06-01-08 (R) 8.000 BBB+ 330 332,277 Sierra Pacific Resources, Note 05-15-05 8.750 BBB- 45 45,879 TXU Electric Capital V, Gtd Capital Sec 01-30-37 8.175 BBB- 35 34,428 Waterford 3 Funding Corp., Sec Lease Oblig Bond 01-02-17 8.090 BBB- 56 57,528 Xcel Energy, Inc., Sr Note 12-01-10 7.000 BBB+ 70 70,198 -------------- 2,798,664 -------------- Waste Disposal Service & Equip. (0.04%) Waste Management, Inc., Sr Note 08-01-10 7.375 BBB 30 29,935 -------------- TOTAL BONDS (Cost 62,794,573) (92.93%) 62,905,626 --------- -------------- NUMBER OF SHARES OR WARRANTS --------- PREFERRED STOCKS AND WARRANTS CSC Holdings, Inc., 11.125% Ser M, Preferred Stock 1,040 111,020 CSC Holdings, Inc., 11.750%, Ser H, Preferred Stock 1,175 124,550 MetroNet Communications Corp., Warrant (Canada) (R) (Y)* 5 475 -------------- TOTAL PREFERRED STOCKS AND WARRANTS (Cost $234,875) (0.35%) 236,045 --------- -------------- INTEREST PAR VALUE MARKET ISSUER, DESCRIPTION RATE (000s OMITTED) VALUE - ------------------- -------------- -------------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (9.25%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 6.250% thru 10.625%, due 08-15-15 thru 08-15-23 and U.S. Treasury Notes, 5.625%, due 11-30-02) 3.970% $6,265 6,265,000 -------------- -------------- TOTAL SHORT-TERM INVESTMENTS (9.25%) 6,265,000 -------------- -------------- TOTAL INVESTMENTS (102.53%) 69,406,671 -------------- -------------- OTHER ASSETS AND LIABILITIES, NET (2.53%) (1,714,810) -------------- -------------- TOTAL NET ASSETS (100.00%) $67,691,861 ============== ============== (A) Cash interest will be paid on this obligation at the stated rate beginning on the stated date. (R) These securities are exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold, normally to qualified institutional buyers, in transactions exempt from registration. Rule 144A securities amounted to $6,955,627 or 10.28% of net assets as of June 30, 2001. (Y) Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer; however, security is U. S. dollar denominated. * Non-income producing security. ** Credit ratings are unaudited and rated by Standard & Poor's where available, or Moody's Investor Services or John Hancock Advisers, Inc., where Standard & Poor's ratings are not available. *** A portion of these securities having an aggregate value of $424,471 or 0.63% of the Fund's net assets has been purchased as forward commitments - that is, the Fund has agreed on trade date to take delivery of and to make payment for this security on a delayed basis subsequent to the date of this schedule. The purchase price and interest rate of these securities are fixed at trade date, although the Fund does not earn any interest on these securities until settlement date. The Fund has instructed its Custodian Bank to segregate assets with a current value at least equal to the amount of the forward commitments. Accordingly, the market value of $433,997 of United States Treasury Note, 5.750%, 08-15-03, has been segregated to cover the forward commitments. + A portion of this security having an aggregate value of $59,849 or 0.09% of the Fund's net assets, has been purchased on a when-issued basis. The purchase price and the interest rate of this security is fixed at trade date, although the Fund does not earn any interest on this security until settlement date. The Fund has instructed its Custodian Bank to segregate assets with a current value at least equal to the amount of its when-issued commitment. Accordingly, the market value of $61,706 of United States Treasury Note, 5.750%, 08-15-03, has been segregated to cover the when-issued commitment. # Represents rate in effect on June 30, 2001. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Money Market Fund Schedule of Investments June 30, 2001 (Unaudited) - ----------------------------------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. Money Market Fund on June 30, 2001. INTEREST QUALITY PAR VALUE MARKET ISSUER, DESCRIPTION RATE RATING* (000s OMITTED) VALUE - -------------------------- -------- ------ -------------- -------------- COMMERCIAL PAPER Banks - Foreign (7.23%) Abbey National North America Corp., 07-12-01 4.630% Tier 1 $2,500 $2,496,463 Deutsche Bank Financial, 07-09-01 4.635 Tier 1 4,000 3,995,880 UBS Finance, Inc., 08-08-01 5.000 Tier 1 3,900 3,879,417 -------------- 10,371,760 -------------- Banks - United States (3.19%) Wells Fargo, 08-02-01 4.500 Tier 1 4,600 4,581,600 -------------- Beverages (3.81%) Coca Cola Co., 08-17-01 4.110 Tier 1 5,500 5,470,488 -------------- Broker Services (3.42%) Goldman Sachs Group, L.P., 01-07-02 3.720 Tier 1 5,000 4,901,833 -------------- Building (2.77%) Halifax Group Plc, 08-23-01 4.140 Tier 1 4,000 3,975,620 -------------- Chemicals (2.63%) Dow Chemical Co., 07-06-01 4.220 Tier 1 3,778 3,775,786 -------------- Finance (8.32%) CIT Group Holdings, Inc., 09-13-01 3.680 Tier 1 7,000 6,947,049 Household Financial Corp., 07-09-01 4.550 Tier 1 5,000 4,994,945 -------------- 11,941,994 -------------- Insurance (3.48%) American General Corp., 07-16-01 4.630 Tier 1 5,000 4,990,354 -------------- Mortgage Banking (4.86%) Countrywide Home Loans, 07-27-01 3.770 Tier 1 7,000 6,980,941 -------------- TOTAL COMMERCIAL PAPER (Cost $56,990,376) (39.71%) 56,990,376 -------------- -------------- CORPORATE INTEREST-BEARING OBLIGATIONS Banks - United States (2.11%) First Chicago NBD Corp., 11-01-01 6.300 Tier 1 3,000 3,024,748 -------------- Finance (5.20%) Associates Corp. of N. A., 10-15-01 6.450 Tier 1 4,415 4,446,933 General Electric Capital Corp., 09-17-01 6.330 Tier 1 3,000 3,014,754 -------------- 7,461,687 -------------- TOTAL CORPORATE INTEREST-BEARING OBLIGATIONS (Cost $10,486,435) (7.31%) 10,486,435 -------------- -------------- U.S. GOVERNMENT OBLIGATIONS Government - U.S. Agencies (39.56%) Federal Home Loan Bank, 07-18-01 4.650 Tier 1 5,000 4,989,021 08-01-01 4.060 Tier 1 6,400 6,377,625 08-09-01 8.220 Tier 1 1,000 1,002,967 02-01-02 6.750 Tier 1 2,135 2,170,842 Federal Home Loan Mortgage Corp., 07-05-01 4.570 Tier 1 5,000 4,997,461 08-09-01 3.880 Tier 1 6,500 6,472,678 Federal National Mortgage Assn., 07-05-01 4.570 Tier 1 3,000 2,998,477 08-09-01 3.850 Tier 1 13,000 12,945,779 08-16-01 3.860 Tier 1 6,000 5,970,407 11-08-01 3.870 Tier 1 7,000 6,902,175 04-19-02 3.770 Tier 1 2,000 1,938,842 -------------- TOTAL U.S. GOVERNMENT OBLIGATIONS (Cost $56,766,274) (39.56%) 56,766,274 -------------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (13.31%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bond, 6.875% due 08-15-25 and U.S. Treasury Note, 5.625% due 11-30-02) 3.970% 19,099 19,099,000 -------------- -------------- TOTAL SHORT-TERM INVESTMENTS (13.31%) 19,099,000 -------------- -------------- TOTAL INVESTMENTS (99.89% 143,342,085 -------------- -------------- OTHER ASSETS AND LIABILITIES, NET (0.11%) 152,757 -------------- -------------- TOTAL NET ASSETS (100.00%) $143,494,842 ============== ============== * Quality ratings indicate the categories of eligible securities, as defined by Rule 2a-7 of the Investment Company Act of 1940, owned by the Fund. The percentage shown for each investment category is the total value of that category expressed as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Strategic Income Fund Schedule of Investments June 30, 2001 (Unaudited) - ----------------------------------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. Strategic Income Fund on June 30, 2001. It is divided into four main categories: bonds, common stocks, preferred stocks and warrants, and short-term investments. Bonds are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. INTEREST CREDIT PAR VALUE MARKET ISSUER, DESCRIPTION RATE RATING* (000s OMITTED) VALUE - -------------------------- -------- ------ -------------- -------------- BONDS Advertising (0.19%) Go Outdoor Systems Holding S.A., Sr Sub Note (France) 07-15-09 (E) 10.500% B- $100 $99,099 -------------- Banks - United States (0.39%) Colonial Bank, Sub Note 06-01-11 9.375 BBB- 200 206,560 -------------- Chemicals (0.52%) Huntsman ICI Chemicals LLC, Sr Sub Note 07-01-09 10.125 B 150 147,000 Trikem S.A., Bond (Brazil) 07-24-07 (R) (Y) 10.625 B+ 200 130,000 -------------- 277,000 -------------- Electronics (0.16%) Communications Instruments, Inc., Sr Sub Note Ser B 09-15-04 10.000 B- 100 86,000 -------------- Energy (0.13%) AEI Resources, Inc./AEI Resources Holdings, Inc., Note 12-15-05 (B) (R) 10.500 D 100 70,000 -------------- Finance (0.17%) PTC International Finance II S.A., Sr Sub Note (Luxembourg) 12-01-09 (E) (R) 11.250 B+ 100 88,088 -------------- Food (0.34%) Agrilink Foods, Inc., Sr Sub Note 11-01-08 11.875 B- 200 182,000 -------------- Government - Foreign (24.66%) Arabia, Republic of, Bond (Egypt) 07-11-11 (Y) 8.750 BBB- 300 301,800 Brazil, Federative Republic of, Bond (Brazil) 01-11-06 (Y) 10.250 BB- 300 288,000 Bond (Brazil) 03-06-30 (Y) 12.250 BB- 750 631,500 Deb (Brazil) 04-15-14 (Y) 8.000 BB- 677 501,184 Unsub Note (Brazil) 07-26-07 (Y) 11.250 BB- 100 96,250 Unsub Note (Brazil) 10-15-09 (Y) 14.500 BB- 700 728,000 Bulgaria, Government of, Bond (Variable Rate after 07-01-00) (Bulgaria) 07-28-12 (Y) 3.000 B+ 880 715,000 Canada, Government of, Bond (Canada) 12-01-02 # 6.000 AA+ 275 184,246 Bond (Canada) 12-01-05 # 8.750 AAA 300 221,478 Bond (Canada) 12-01-06 # 7.000 AAA 2,000 1,396,372 Bond (Canada) 06-01-08 # 6.000 AAA 250 167,035 Bond (Canada) 06-01-09 # 5.500 AAA 750 483,344 Bond (Canada) 06-01-10 # 5.500 AA+ 575 368,857 Bond (Canada) 06-01-29 # 5.750 AA+ 75 47,691 Colombia, Republic of, Note (Colombia) 06-13-06 (Y) 10.500 BB 300 309,258 Note (Colombia) 04-09-11 (Y) 9.750 BBB 500 510,000 Mexican, United States Bond (Mexico) 03-12-13 (E) 7.375 BB+ 500 429,268 Note (Mexico) 01-14-11 (Y) 8.375 BB+ 475 477,375 Sr Note (Mexico) 03-12-08 (Y) 8.625 BB+ 250 259,500 New Zealand, Government of, Bond (New Zealand) 04-15-03 # 5.500 AAA 500 199,650 Bond (New Zealand) 11-15-11 # 6.000 AAA 500 190,972 Panama, Republic of, Bond (Panama) 02-08-11 (Y) 9.625 BB+ 1,000 1,010,000 Peru, Republic of, Deb (Variable Rate after 03-07-07) (Peru) 03-07-17 (Y) 4.000 BB- 800 500,000 Russia, Federation of, Unsub Note (Russia) 06-26-07 (Y) 10.000 B- 1,135 1,010,150 Unsub Note (Russia) 07-24-18 (Y) 11.000 B 1,125 973,125 Unsub Note (7.50% 03-31-07) (Russia) 03-31-30 (Y) 5.000 B 650 307,450 Venezuela, Republic of, Floating Rate Bond Ser DL (Venezuela) 12-18-07 (Y) 7.375 B 310 258,449 Bond (Venezuela) 09-15-27 (Y) 9.250 B 675 465,750 -------------- 13,031,704 -------------- Government - U.S. (39.23%) United States Treasury, Bond 08-15-01 13.375 AAA 6,700 6,776,447 Bond 08-15-05 6.500 AAA 400 423,436 Bond 08-15-05 10.750 AAA 400 485,000 Bond 02-15-16 9.250 AAA 615 820,447 Bond 08-15-19 8.125 AAA 1,090 1,357,213 Bond 08-15-23 6.250 AAA 600 624,372 Bond 11-15-28 5.250 AAA 2,000 1,826,880 Note 08-31-02 6.250 AAA 3,870 3,967,369 Note 08-15-04 7.250 AAA 590 633,330 Note 05-15-05 6.500 AAA 1,300 1,374,542 Note 08-15-07 6.125 AAA 940 985,675 Note 02-15-11 5.000 AAA 1,500 1,455,225 -------------- 20,729,936 -------------- Leisure (2.18%) Ameristar Casinos, Inc., Sr Sub Note 02-15-09 (R) 10.750 B- 200 208,500 HMH Properties, Inc., Sr Note Ser B 08-01-08 7.875 BB 100 94,000 Jupiters Ltd., Sr Note (Australia) 03-01-06 (Y) 8.500 BB+ 150 147,750 Penn National Gaming, Inc., Sr Sub Note 03-01-08 (R) 11.125 B- 200 207,000 Station Casinos, Inc., Sr Note 02-15-08 (R) 8.375 BB- 200 201,000 Sun International Hotels Ltd., Sr Sub Note (Bahamas) 12-15-07 (Y) 8.625 B+ 100 100,500 Waterford Gaming LLC, Sr Note 03-15-10 (R) 9.500 B+ 199 195,020 -------------- 1,153,770 -------------- Machinery (0.17%) Columbus McKinnon Corp., Sr Sub Note 04-01-08 8.500 B 100 87,000 -------------- Media (5.25%) Adelphia Communications Corp., Sr Note 06-15-11 10.250 B+ 350 340,375 AMFM Operating, Inc., Sr Sub Deb 10-31-06 12.625 B- 64 71,025 Callahan Nordheim-Westfalen GmbH Sr Note (Germany) 07-15-11 (E) 14.125 B- 500 353,622 Charter Communications Holdings LLC/ Charter Comm. Holdings Capital Corp., Sr Note 01-15-11 11.125 B+ 300 315,000 Sr Note 05-15-11 (R) 10.000 B+ 200 200,000 Diamond Holdings Plc, Bond (United Kingdom) 02-01-08 # 10.000 B- 50 52,826 DIVA Systems Corp., Sr Disc Note Ser B, Step Coupon (12.625%, 03-01-03) 03-01-08 (A) Zero B- 250 35,000 Fox Kids Worldwide, Inc., Sr Disc Note, Step Coupon (10.25% 11-15-02) 11-01-07 (A) Zero B 400 356,000 Garden State Newspapers, Inc., Sr Sub Note 07-01-11 8.625 B+ 200 186,000 Sr Sub Note Ser B 10-01-09 8.750 B+ 200 188,000 Innova S. de R.L., Sr Note (Mexico) 04-01-07 (Y) 12.875 B- 200 178,000 Pegasus Communications Corp., Sr Note Ser B 08-01-07 12.500 CCC+ 400 396,000 STC Broadcasting, Inc., Sr Sub Note 03-15-07 11.000 B- 100 99,500 -------------- 2,771,348 -------------- Medical (0.28%) Select Medical Corp., Sr Sub Note 06-15-09 (R) 9.500 B 150 147,750 -------------- Oil & Gas (2.51%) Chesapeake Energy Corp., Sr Note 04-01-11 (R) 8.125 B+ 300 279,750 Comstock Resources, Inc., Sr Note 05-01-07 11.250 B 100 106,000 Ocean Rig Norway A.S., Sr Sec Note (Norway) 06-01-08 (Y) 10.250 CCC 200 176,000 Parker Drilling Co., Sr Note 11-15-06 9.750 B+ 300 304,500 PEMEX Project Funding Master Trust, Gtd Note 02-15-08 (R) 8.500 BB+ 200 206,000 Pennzoil-Quaker State Co., Note 12-01-02 9.400 BB+ 250 252,410 -------------- 1,324,660 -------------- Paper & Paper Products (1.61%) Corporacion Durango S.A. de C.V., Sr Note (Mexico) 08-01-06 (Y) 13.125 BB- 300 300,000 Grupo Industrial Durango S.A., Note (Mexico) 08-01-03 (Y) 12.625 BB- 200 210,000 Kappa Beheer BV, Sr Sub Note (Netherlands) 07-15-09 (E) (R) 10.625 B 150 135,308 Stone Container Corp., Sr Note 02-01-11 (R) 9.750 B 200 204,000 -------------- 849,308 -------------- Telecommunications (3.73%) American Cellular Corp., Sr Sub Note 10-15-09 (R) 9.500 B 200 188,000 Comunicacion Celular S.A., Sr Def Bond (Colombia) 03-01-05 (R) (Y) 14.125 B 100 91,000 Esprit Telecom Group Plc, Sr Note (United Kingdom) 12-15-07 (B) (Y) 11.500 D 100 2,588 Sr Note (Deutsche Mark) 06-15-08 (B) # 11.000 D 140 1,213 Grupo Iusacell S.A. de C.V., Sr Note (Mexico) 12-01-06 (Y) 14.250 B+ 200 212,000 GT Group Telecom, Inc., Sr Disc Note, Step Coupon (13.25%, 02-01-05) (Canada) 02-01-10 (A) (Y) Zero B- 200 56,000 Intercel, Inc., Unit (Sr Disc. Note & Warrant), 02-01-06 12.000 B 200 206,000 Ionica Plc, Sr Disc Note, Step Coupon (15.00%, 05-01-02) (United Kingdom) 05-01-07 (A) (Y) Zero Ca 200 2,250 McCaw International Ltd., Sr Disc Note, Step Coupon (13.00%, 04-15-02) 04-15-07 (A) Zero B- 500 165,000 MetroNet Communications Corp., Sr Discount Note, Step Coupon (10.75%, 11-01-02) (Canada) 11-01-07 (A) (Y) Zero BBB 200 189,386 Sr Note (Canada) 08-15-07 (Y) 12.000 BBB 50 54,500 Nextel International, Inc., Sr Note 08-01-10 (R) 12.750 B- 100 50,000 NorthEast Optic Network, Inc., Sr Note 08-15-08 12.750 B- 100 28,000 ONO Finance Plc, Sr Sub Note (United Kingdom) 05-01-09 (E) 13.000 CCC+ 100 63,525 Sr Note (United Kingdom) 07-15-10 (E) 14.000 CCC+ 200 132,132 Pronet Inc., Sr Sub Note 06-15-05 11.875 D 280 28,000 TeleCorp PCS, Inc., Sr Sub Disc Note, Step Coupon (11.625%, 04-15-04) 04-15-09 (A) Zero B3 175 106,750 Telewest Communications Plc, Sr Disc Note, Step Coupon (9.25%, 04-15-04) (United Kingdom) 04-15-09 (A) (Y) Zero B+ 100 67,618 Sr Note (United Kingdom) 02-01-10 (R) # 9.875 B+ 100 114,105 Triton PCS, Inc., Sr Sub Note 02-01-11 (R) 9.375 CCC+ 100 96,000 VoiceStream Wireless Corp., Sr Note 09-15-09 11.500 B- 100 115,000 -------------- 1,969,067 -------------- Telecommunications - Services (2.63%) COLT Telecom Group Plc, (United Kingdom) Sr Note (Deutsche Mark) 07-31-08# 7.625 B 300 105,235 Crown Castle International Corp., Sr Disc Note, Step Coupon (10.625%, 11-15-02) 11-15-07 (A) Zero B 150 115,125 Energis Plc, Sr Note (United Kingdom) 06-15-09 (R) # 9.500 B+ 130 164,818 Jazztel Plc, Sr Note (United Kingdom) 12-15-09 (E) 13.250 CCC+ 200 62,678 Nextel Partners, Inc., Sr Disc Note, Step Coupon (14.00%, 02-01-04) 02-01-09 (A) Zero CCC+ 390 218,400 NTL Communications Corp., Sr Note Ser B 10-01-08 11.500 B- 100 67,000 Sr Note Ser B, Step Coupon (12.375%, 10-01-03) 10-01-08 (A) Zero B- 150 63,000 Orion Network Systems, Sr Note 01-15-07 11.250 B+ 100 40,000 Time Warner Telecom, Inc. Sr Note 02-01-11 10.125 B- 200 179,000 Time Warner Telecom LLC, Sr Note 07-15-08 9.750 B 200 177,000 Tritel PCS, Inc., Sr Sub Disc Note Step Coupon (12.75%, 05-15-04) 05-15-09 (A) Zero B3 100 63,000 United Pan-Europe Communicatons N.V., Sr Disc Note, Step Coupon (13.375%, 11-01-04) (Netherlands) 11-01-09 (A) (E) Zero B- 40 10,164 Sr Note (Netherlands) 11-01-07 (E) 10.875 B- 40 19,312 Sr Note (Netherlands) 11-01-09 (E) 11.250 B- 65 31,381 Versatel Telecom International NV, Sr Note (Netherlands) 05-15-08 (Y) 13.250 B- 100 38,000 Sr Note Ser EU (Netherlands) 07-15-09 (E) 11.875 B- 100 33,033 -------------- 1,387,146 -------------- Transportation (0.63%) CHC Helicopter Corp., Sr Sub Note (Canada) 07-15-07 (E) 11.750 B2 200 189,728 Fine Air Services Corp., Sr Note 06-01-08 (B) 9.875 D 105 6,296 North American Van Lines, Inc., Sr Sub Note 12-01-09 (R) 13.375 B- 150 138,000 -------------- 334,024 -------------- Utilities (1.60%) CMS Energy Corp., Sr Note 10-15-07 9.875 BB 200 211,000 Midland Funding Corp. II, Deb Ser A 07-23-05 11.750 BB 200 220,500 Deb Ser B 07-23-06 13.250 BB 150 173,625 Monterrey Power S.A. de C.V., Sr Sec Bond (Mexico) 11-15-09 (R) (Y) 9.625 BB+ 90 93,841 Niagara Mohawk Power Corp., Sec Fac Bond 01-01-18 8.770 BBB 141 145,650 -------------- 844,616 -------------- TOTAL LONG-TERM DEBT (Cost $47,783,506) (86.38%) 45,639,076 -------------- -------------- NUMBER OF SHARES OR WARRANTS -------------- COMMON STOCKS AT&T Canada, Inc., Common Stock (Canada) (Y)** 2,000 60,260 GT Group Telecom, Inc. (Class B), Common Stock (Canada) (Y)** 982 4,439 KLM Royal Dutch Airlines N.V., American Depositary Receipt (ADR) Common Stock (Netherlands) (Y) 397 7,007 Kraft Foods, Inc. (Class A)** 1,540 47,740 Nortek, Inc., Common Stock** 704 21,979 Versatel Telecom International N.V., ADR Common Stock (Netherlands) (Y)** 1,333 3,786 -------------- 145,211 -------------- TOTAL COMMON STOCKS (Cost $164,806) (0.27%) 145,211 -------------- -------------- PREFERRED STOCKS AND WARRANTS Allegiance Telecom, Inc. Warrant** 250 15,000 Comunicacion Celular S.A., Warrant (Colombia) (Y)** 100 0 DIVA Systems Corp. Warrant (R)** 750 938 Loral Space & Communications Ltd. Warrant** 100 175 ONO Finance Plc, Warrant (United Kingdom) (E) (R)** 50 1,271 ONO Finance Plc, Warrant (United Kingdom) (R) (Y)** 50 1,500 XO Communications Inc., 14% Preferred Stock 2,505 75,150 -------------- 94,034 -------------- TOTAL PREFERRED STOCKS AND WARRANTS (Cost $158,153) (0.18%) 94,034 -------------- -------------- INTEREST PAR VALUE MARKET ISSUER, DESCRIPTION RATE (000s OMITTED) VALUE - ------------------- -------------- -------------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (23.19%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 10.625% due 08-15-15 and 6.250% due 08-15-23, U.S. Treasury Note 5.625% due 11-30-02) 3.970% $12,252 $12,252,000 -------------- -------------- TOTAL SHORT-TERM INVESTMENTS (Cost $12,252,000) (23.19%) 12,252,000 -------------- -------------- TOTAL INVESTMENTS (110.02%) 58,130,321 -------------- -------------- OTHER ASSETS AND LIABILITIES, NET (10.02%) (5,294,111) -------------- -------------- TOTAL NET ASSETS (100.00%) $52,836,210 ============== ============== * Credit ratings are unaudited and rated by Moody's Investor Service or John Hancock Advisers, Inc. where Standard & Poor's ratings are not available. ** Non-income producing security. *** Represents rate in effect on June 30, 2001. # Par value of foreign bonds is expressed in local currency, as shown parenthetically in security description. (A) Cash interest will be paid on this obligation at the stated rate beginning on the stated date. (B) Non-income producing issuer, filed for protection under Federal Bankruptcy Code or is in default on interest payment. (E) Parenthetical disclosure of a country in the security description represents country of issuer; however, security is euro denominated. (R) These securities are exempt from registration under rule 144A of the Securities Act of 1933. Such securities may be resold, normally to qualified institutional buyers, in transactions exempt from registration. Rule 144A securities amounted to $3,211,889 or 6.08% of the fund's net assets as of June 30, 2001. (Y) Parenthetical disclosure of a foreign country in the security description represents country of foreign issuer; however, security is U.S. dollar denominated. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. Portfolio Concentration June 30, 2001 (Unaudited) - ------------------------------------------------------------------------- The V.A. Strategic Income Fund invests primarily in securities issued in the United States of America. The performance of this Fund is closely tied to the economic and financial conditions of the countries within which it invests. The concentration of investments by industry category for individual securities held by the Fund is shown in the schedule of investments. In addition, concentration of investments can be aggregated by various countries. The table below shows the percentages of the Fund's investments at June 30, 2001 assigned to country categories. MARKET VALUE AS A % OF COUNTRY DIVERSIFICATION FUND'S NET ASSETS - ----------------------- ----------------- Australia 0.28% Bahamas 0.19 Canada 6.48 Colombia 1.72 Egypt 0.57 France 0.19 Luxembourg 0.17 Mexico 4.09 Netherlands 0.53 Russia 4.34 United Kingdom 1.11 United States 88.97 Venezuela 1.38 ------- TOTAL INVESTMENTS 110.02% ======= Additionally, the concentration of investments can be aggregated by the quality rating for each debt security. MARKET VALUE AS A % OF QUALITY DISTRIBUTION FUND'S NET ASSETS - -------------------- ----------------- AAA 44.27% AA 1.14 BBB 2.99 BB 14.25 B 21.07 CCC 2.46 D 0.20 ------- TOTAL BONDS 86.38% ======= See notes to financial statements. NOTES TO FINANCIAL STATEMENTS John Hancock Funds - Declaration Trust (UNAUDITED) NOTE A -- ACCOUNTING POLICIES John Hancock V.A. Core Equity Fund ("V.A. Core Equity Fund"), John Hancock V.A. Relative Value Fund ("V.A. Relative Value Fund"), John Hancock V.A. Sovereign Investors Fund ("V.A. Sovereign Investors Fund"), John Hancock V.A. Financial Industries Fund ("V.A. Financial Industries Fund"), John Hancock V.A. Technology Fund ("V.A. Technology Fund"), John Hancock V.A. Bond Fund ("V.A. Bond Fund"), John Hancock V.A. Money Market Fund ("V.A. Money Market Fund") and John Hancock V.A. Strategic Income Fund ("V.A. Strategic Income Fund") (each a "Fund," collectively, the "Funds") are separate series of John Hancock Declaration Trust (the "Trust"), an open-end management investment company registered under the Investment Company Act of 1940. The Trust, organized as a Massachusetts business trust in 1995, consists of fifteen different series as of June 30, 2001. The other series of the Trust are reported in a separate shareholders' report. Each Fund currently has one class of shares with equal rights as to voting, redemption, dividends and liquidation within its respective Funds. The Trustees may authorize the creation of additional series from time to time to satisfy various investment objectives. An insurance company issuing a Variable Contract that participates in the Trust will vote shares of the Funds held by the insurance company's separate accounts as required by law. In accordance with current law and interpretations thereof, participating insurance companies are required to request voting instructions from policy owners and must vote shares of the Funds in proportion to the voting instructions received. The investment objective of the V.A. Core Equity Fund is to seek above-average total return, consisting of capital appreciation and income. The investment objective of the V.A. Relative Value Fund is to seek the highest total return (capital appreciation plus current income) that is consistent with reasonable safety of capital. The investment objective of the V.A. Sovereign Investors Fund is to seek long-term growth of capital and income without assuming undue market risks. The investment objective of the V.A. Financial Industries Fund is to seek capital appreciation. The investment objective of the V.A. Technology Fund is to seek long-term growth of capital. The investment objective of the V.A. Bond Fund is to seek a high level of current income consistent with prudent investment risk. The investment objective of the V.A. Money Market Fund is to seek maximum current income consistent with capital preservation and liquidity. The investment objective of the V.A. Strategic Income Fund is to seek a high level of current income. Significant accounting policies of the Funds are as follows: VALUATION OF INVESTMENTS Securities in the Funds' portfolios (except for V.A. Money Market Fund) are valued on the basis of market quotations, valuations provided by independent pricing services or, if quotations are not readily available, or the value has been materially affected by events occurring after the closing of a foreign market, at fair value as determined in good faith in accordance with procedures approved by the Trustees. Short-term debt investments maturing within 60 days are valued at amortized cost, which approximates market value. All portfolio transactions initially expressed in terms of foreign currencies have been translated into U.S. dollars as described in "Foreign Currency Translation" below. The V.A. Money Market Fund's portfolio of securities is valued at amortized cost, in accordance with Rule 2a-7 of the Investment Company Act of 1940, which approximates market value. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between the principal amount due at maturity and the cost of the security to the Fund. Interest income on certain portfolio securities such as negotiable bank certificates of deposit and interest-bearing notes is accrued daily and included in interest receivable. JOINT REPURCHASE AGREEMENT Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Funds, along with other registered investment companies having a management contract with John Hancock Advisers, Inc. (the "Adviser"), a wholly owned subsidiary of The Berkeley Financial Group, Inc., may participate in a joint repurchase agreement transaction. Aggregate cash balances are invested in one or more large repurchase agreements, whose underlying securities are obligations of the U.S. government and/or its agencies. The Funds' custodian bank receives delivery of the underlying securities for the joint account on the Funds' behalf. The Adviser is responsible for ensuring that the agreement is fully collateralized at all times. FOREIGN CURRENCY TRANSLATION All assets or liabilities initially expressed in terms of foreign currencies are translated into U.S. dollars based on London currency exchange quotations as of 5:00 p.m., London time, on the date of any determination of the net asset value of the Funds. Transactions affecting statement of operations accounts and net realized gain (loss) on investments are translated at the rates prevailing at the dates of the transactions. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Reported net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Funds' books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rate. INVESTMENT TRANSACTIONS Investment transactions are recorded as of the date of purchase, sale or maturity. Net realized gains and losses on sales of investments are determined on the identified cost basis. Capital gains realized on some foreign securities are subject to foreign taxes, which are accrued, as applicable. Some securities may be purchased on a "when-issued" or "forward delivery" basis, which means that the securities will be delivered to the Funds at a future date, usually beyond customary settlement date. DISCOUNT AND PREMIUM ON SECURITIES The Funds accrete discount and amortize premium from par value on securities from either the date of issue or the date of purchase over the life of the security. EXPENSES The majority of the expenses are directly identifiable to an individual fund. Expenses that are not readily identifiable to a specific fund will be allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the funds. ORGANIZATION EXPENSES Expenses incurred in connection with the organization of the Funds have been capitalized and are being charged to the Funds' operations ratably over a five-year period that began with the commencement of the investment operations of the Funds. BANK BORROWINGS The Funds (except for V.A. Money Market Fund) are permitted to have bank borrowings for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Funds have entered into a syndicated line of credit agreement with various banks. This agreement enables the Funds to participate with other funds managed by the Adviser in an unsecured line of credit with banks, which permit borrowings up to $500 million, collectively. Interest is charged to each fund, based on its borrowing. In addition, a commitment fee is charged to each fund based on the average daily unused portion of the line of credit and is allocated among the participating Funds. The Funds had no borrowing activities under the line of credit during the period ended June 30, 2001. SECURITIES LENDING The Funds may lend securities to certain qualified brokers who pay the Funds negotiated lender fees. These fees are included in interest income. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Funds may bear the risk of delay of the loaned securities in recovery or even loss of rights in the collateral, should the borrower of the securities fail financially. At June 30, 2001, the V.A. Relative Value and V.A. Technology Funds loaned securities having a market value of $1,765,629 and $262,760, collateralized by securities in the amount of $1,800,942 and $268,015, respectively. OPTIONS The Funds (except for V.A. Money Market Fund) may enter into option contracts. Listed options will be valued at the last quoted sales price on the exchange on which they are primarily traded. Over-the-counter options are valued at the mean between the last bid and asked prices. Upon the writing of a call or put option, an amount equal to the premium received by a Fund will be included in the Statement of Assets and Liabilities as an asset and corresponding liability. The amount of the liability will be subsequently marked to market to reflect the current market value of the written option. The Funds may use option contracts to manage their exposure to the price volatility of financial instruments. Writing puts and buying calls will tend to increase the Funds' exposure to the underlying instruments and buying puts and writing calls will tend to decrease the Funds' exposure to the underlying instruments, or hedge other Funds' investments. The maximum exposure to loss for any purchased options will be limited to the premium initially paid for the option. In all other cases, the face (or "notional") amount of each contract at value will reflect the maximum exposure of a Fund in these contracts, but the actual exposure will be limited to the change in value of the contract over the period the contract remains open. Risks may also arise if counterparties do not perform under the contracts' terms ("credit risk") or if a Fund is unable to offset a contract with a counterparty on a timely basis ("liquidity risk"). Exchange-traded options have minimal credit risk as the exchanges act as counterparties to each transaction, and only present liquidity risk in highly unusual market conditions. To minimize credit and liquidity risks in over-the-counter option contracts, the Funds will continuously monitor the creditworthiness of all their counterparties. At any particular time, except for purchased options, market or credit risk may involve amounts in excess of those reflected in the Funds' year-end Statements of Assets and Liabilities. The Funds had no written option transactions during the period ended June 30, 2001. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS The Funds (except for V.A. Core Equity, V.A. Sovereign Investors and V.A. Money Market Funds) may enter into forward foreign currency exchange contracts as a hedge against the effect of fluctuations in currency exchange rates. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date at a set price. The aggregate principal amounts of the contracts are marked to market daily at the applicable foreign currency exchange rates. Any resulting unrealized gains and losses are included in the determination of the Funds' daily net assets. The Funds record realized gains and losses at the time the forward foreign currency exchange contract is closed out or offset by a matching contract. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of the contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. These contracts involve market or credit risk in excess of the unrealized gain or loss reflected in the Funds' Statements of Assets and Liabilities. The Funds may also purchase and sell forward contracts to facilitate the settlement of foreign currency denominated portfolio transactions, under which they intend to take delivery of the foreign currency. Such contracts normally involve no market risk if they are offset by the currency amount of the underlying transaction. The Funds had the following open forward foreign currency exchange contracts at June 30, 2001: UNREALIZED PRINCIPAL AMOUNT EXPIRATION APPRECIATION/ CURRENCY COVERED BY CONTRACT MONTH (DEPRECIATION) - -------- ------------------- ---------- ------------ V.A. STRATEGIC INCOME FUND Buys Pound Sterling 255,500 Jul 01 ($7,045) ======= Sells Pound Sterling 523,700 Jul 01 $21,244 Pound Sterling 218,500 Aug 01 5,485 Pound Sterling 196,900 Sep 01 ($3,669) ------- $23,060 ======= FEDERAL INCOME TAXES The Funds qualify as "regulated investment companies" by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income which is distributed to shareholders. Therefore, no federal income tax provision is required. For federal income tax purposes, the following Funds had capital loss carryforwards available to the extent provided by regulators to offset future net realized capital gains: CAPITAL LOSS CARRYFORWARD EXPIRING ------------------------------------- FUND 12/31/2006 12/31/2007 12/31/2008 - ---- ---------- ---------- ---------- V.A. Sovereign Investors Fund $157,877 $101,159 $1,206,695 V.A. Financial Industries Fund -- 2,140,648 1,313,228 V.A. Technology Fund -- -- 14,000 V.A. Bond Fund -- 67,593 215,568 V.A. Strategic Income Fund 4,130 136,493 455,777 Expired capital loss carryforwards are reclassified to capital paid-in, in the year of expiration. DIVIDENDS, INTEREST AND DISTRIBUTIONS Dividend income on investment securities is recorded on the ex-dividend date or, in the case of some foreign securities, on the date thereafter when the Funds identify the dividends. Interest income on investment securities is recorded on the accrual basis. The Funds may place debt obligations on non-accrual status and reduce related interest income by ceasing current accruals and writing off interest receivables when the collection of interest has become doubtful. Foreign income may be subject to foreign withholding taxes, which are accrued as applicable. The Funds record distributions to shareholders from net investment income and realized gains on the ex-dividend date. Such distributions are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. USE OF ESTIMATES The preparation of these financial statements, in accordance with accounting principles generally accepted in the United States of America, incorporates estimates made by management in determining the reported amount of assets, liabilities, revenues and expenses of the Funds. Actual results could differ from these estimates. NOTE B -- MANAGEMENT FEE AND TRANSACTIONS WITH AFFILIATES AND OTHERS The Funds have an investment management contract with the Adviser. Under the investment management contract, the Funds pay monthly management fees to the Adviser equivalent, on an annual basis, to the following: RATE AS A PERCENTAGE OF FUND AVERAGE DAILY NET ASSETS - ---- ------------------------ V.A. Core Equity Fund 0.70% V.A. Relative Value Fund 0.60 V.A. Sovereign Investors Fund 0.60 V.A. Financial Industries Fund 0.80 V.A. Technology Fund 0.80 V.A. Bond Fund 0.50 V.A. Money Market Fund 0.50 V.A. Strategic Income Fund 0.60 V.A. Core Equity Fund and the Adviser have a subadvisory contract with Independence Investment LLC ("Independence"), formerly Independence Investment Associates, Inc. Independence is a wholly owned indirect subsidiary of John Hancock Life Insurance Company ("JHLICo"). The V.A. Technology Fund and the Adviser have a subadvisory contract with American Fund Advisors, Inc. The Funds are not responsible for payment of subadvisers' fees. The Adviser has agreed to limit each Fund's expenses (excluding the management fee), to 0.25% of each Fund's average daily net assets at least until April 30, 2002. Accordingly, the Adviser reduced the V.A. Technology Fund's expenses by $7,551 for the period ended June 30, 2001. The Adviser reserves the right to terminate this limitation in the future. The Funds have an agreement with the Adviser to perform necessary tax, accounting and legal services for the Funds. The compensation for the period was at an annual rate 0.02% of the average net assets of the Funds. Ms. Maureen R. Ford and Mr. John M. DeCiccio are directors and/or officers of the Adviser and/or its affiliates, as well as Trustees of the Funds. The compensation of unaffiliated Trustees is borne by the Funds. The unaffiliated Trustees may elect to defer for tax purposes their receipt of this compensation under the John Hancock Group of Funds Deferred Compensation Plan. The Funds make investments into other John Hancock Funds, as applicable, to cover their liability for the deferred compensation. Investments to cover the Funds' deferred compensation liability are recorded on the Funds' books as an other asset. The deferred compensation liability and the related other asset are always equal and are marked to market on a periodic basis to reflect any income earned by the investment as well as any unrealized gains or losses. The Deferred Compensation Plan investments had no impact on the operations of the Funds. The Adviser and other subsidiaries of John Hancock Life Insurance Company owned the following shares of beneficial interest of the Funds as of June 30, 2001: FUND SHARES OF BENEFICIAL INTEREST - ---- ----------------------------- V.A. Technology Fund 50,095 V.A. Bond Fund 135,931 V.A. Money Market Fund 123,982 V.A. Strategic Income Fund 557,187 NOTE C -- INVESTMENT TRANSACTIONS Purchases and proceeds from sales of securities for the Funds, other than short-term securities and obligations of the U.S. government, during the period ended June 30, 2001, were as follows: FUND PURCHASES SALES - ---- ----------- ----------- V.A. Core Equity Fund 19,622,904 16,593,115 V.A. Relative Value Fund 23,534,078 15,426,044 V.A. Sovereign Investors Fund 27,892,613 12,218,212 V.A. Financial Industries Fund 50,251,626 36,764,543 V.A. Technology Fund 16,391,057 2,346,666 V.A. Bond Fund 107,129,045 66,899,002 V.A. Strategic Income Fund 33,658,235 16,521,059 The cost of investments owned at June 30, 2001 (including short-term investments) and gross unrealized appreciation and depreciation of investments for federal income tax purposes, were as follows: GROSS GROSS NET UNREALIZED UNREALIZED UNREALIZED APPRECIATION/ FUND COST APPRECIATION DEPRECIATION (DEPRECIATION) - ---- ----------- ------------ ------------ ------------ V.A. Core Equity Fund $36,789,999 $6,623,422 $1,871,339 $4,752,083 V.A. Relative Value Fund 56,604,513 6,392,678 11,617,088 (5,224,410) V.A. Sovereign Investors Fund 63,970,454 8,074,640 3,704,883 4,369,757 V.A. Financial Industries Fund 73,777,334 10,566,411 2,695,772 7,870,639 V.A. Technology Fund 29,303,387 1,187,668 8,454,824 (7,267,156) V.A. Bond Fund 69,426,695 399,880 419,904 (20,024) V.A. Money Market Fund 143,342,085 -- -- -- V.A. Strategic Income Fund 60,832,493 571,358 3,273,530 (2,702,172) NOTE D -- CHANGE IN ACCOUNTING PRINCIPLE Effective January 1, 2001, the Funds adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies, as revised, and began amortizing premiums on debt securities. Prior to this date, the Funds did not amortize premiums on debt securities. The cumulative effect of this accounting change had no impact on the total net assets of the Funds, but resulted in the following reduction in the cost of the investments and a corresponding increase/decrease in unrealized appreciation/depreciation on investments, based on securities held as of December 31,2000: REDUCTION IN THE COST FUND OF THE INVESTMENTS - ---- --------------------- V.A. Bond Fund $32,713 V.A. Strategic Income Fund 230,438 The effect of this change in the period ended June 30, 2001 was as follows: INCREASE/ DECREASE IN DECREASE REDUCTION IN NET REALIZED IN NET THE COST OF GAIN/LOSS INVESTMENT FUND INVESTMENTS ON INVESTMENTS INCOME - ---- ----------- -------------- ---------- V.A. Bond Fund $26,706 $28,562 $55,268 V.A. Strategic Income Fund 243,590 47,556 291,146 The effect of this change on the per share operating performance and the annualized ratio of net investment income to average net assets in the period ended June 30, 2001 was as follows: INCREASE/ DECREASE IN NET DECREASE DECREASE REALIZED AND IN NET IN NET UNREALIZED INVESTMENT INVESTMENT LOSS/GAIN INCOME TO INCOME ON INVESTMENTS AVERAGE FUND PER SHARE PER SHARE NET ASSETS - ---- --------- -------------- ---------- V.A. Bond Fund $0.02 $0.02 0.27% V.A. Strategic Income Fund 0.06 0.06 1.50 The Statements of Changes in Net Assets and the Financial Highlights for prior periods have not been restated to reflect this change in presentation. [A 1 1/2" x 1/2" John Hancock (Signature) logo in upper left hand corner.] John Hancock Funds, Inc. MEMBER NASD 101 Huntington Avenue Boston, MA 02199-7603 1-800-225-5291 1-800-554-6713 TDD 1-800-338-8080 EASI-Line www.jhfunds.com This report is for the information of the shareholders of the John Hancock Declaration Trust. A recycled logo in lower left hand corner with caption "Printed on Recycled Paper." RVASA 6/01 8/01 SEMIANNUAL REPORT Declaration Trust Equity V.A. 500 Index Fund V.A. Large Cap Growth Fund V.A. Mid Cap Growth Fund V.A. Small Cap Growth Fund - ------------------------------------------------------ International V.A. International Fund - ------------------------------------------------------ Sector V.A. Regional Bank Fund - ------------------------------------------------------ Income V.A. High Yield Bond Fund JUNE 30, 2001 [A 2" x 1" John Hancock (Signature)/John Hancock Funds logo in lower, center middle of page. A tag line below reads "JOHN HANCOCK FUNDS".] Table of Contents 1) CEO Corner 3 2) Portfolio Manager Commentary These commentaries reflect the views of the portfolio managers or portfolio management teams through the end of the period discussed in this report. Of course, the managers' or team's views are subject to change as market and other conditions warrant. Equity V.A. 500 Index Fund 4 V.A. Large Cap Growth Fund 7 V.A. Mid Cap Growth Fund 10 V.A. Small Cap Growth Fund 13 International V.A. International Fund 16 Sector V.A. Regional Bank Fund 19 Income V.A. High Yield Bond Fund 22 3) Financial Statements 25 4) Notes to Financial Statements 57 TRUSTEES Dennis S. Aronowitz* Richard P. Chapman, Jr. William J. Cosgrove* John M. DeCiccio Richard A. Farrell* Maureen R. Ford Gail D. Fosler William F. Glavin Dr. John A. Moore Patti McGill Peterson John W. Pratt* * Members of the Audit Committee OFFICERS Maureen R. Ford Chairman, President and Chief Executive Officer William L. Braman Executive Vice President and Chief Investment Officer Richard A. Brown Senior Vice President and Chief Financial Officer Susan S. Newton Senior Vice President and Secretary William H. King Vice President and Treasurer Thomas H. Connors Vice President and Compliance Officer CUSTODIANS Investors Bank & Trust Company 200 Clarendon Street Boston, Massachusetts 02116 V.A. High Yield Bond Fund V.A. Large Cap Growth Fund V.A. Mid Cap Growth Fund V.A. Regional Bank Fund V.A. Small Cap Growth Fund State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 V.A. 500 Index Fund V.A. International Fund TRANSFER AGENT John Hancock Annuity Servicing Office 529 Main Street (X-4) Charlestown, Massachusetts 02129 INVESTMENT ADVISER John Hancock Advisers, Inc. 101 Huntington Avenue Boston, Massachusetts 02199-7603 SUB-INVESTMENT ADVISER Nicholas-Applegate Capital Management LP 600 West Broadway San Diego, California 92101 V.A. International Fund ISSUER John Hancock Life Insurance Company John Hancock Variable Life Insurance Company* 200 Clarendon Street Boston, Massachusetts 02117 *Not Licensed in New York PRINCIPAL DISTRIBUTOR John Hancock Funds, Inc. 101 Huntington Avenue Boston, Massachusetts 02199-7603 LEGAL COUNSEL Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109-1803 CEO CORNER [A 1" x 1" photo of Maureen R. Ford, Chairman and Chief Executive Officer, flush right next to first paragraph.] DEAR SHAREHOLDERS: The U.S. stock market has had a rough beginning in 2001, as last year's downward spiral continued due to growing concern over the slowing economy and a parade of disappointing earnings announcements. The Standard & Poor's 500 Index, a leading benchmark of large-cap stocks, fell by 6.69% in the first six months of the year. The Federal Reserve aggressively began to attack the economic slowdown with interest-rate cuts totaling 2.75 percentage points between January and the end of June. By April, investors began to believe the worst might be over, prompting a sharp stock rally that month. Bonds wound up outperforming stocks overall. Even with the spring upturn, the stock market remains indecisive, as investors try to get a clearer sense of the timetable for economic and corporate recovery. More than ever, this is a time to keep a long-term investment perspective and check in with your investment professional to ensure that your portfolio is adequately diversified. In the midst of this year's market disappointments, one significant event occurred that has positive short- and long-term implications for investors. On June 7, President George W. Bush signed into law the most sweeping tax-cut bill in two decades. The bill's first benefit comes this summer in the form of a tax refund, ranging from $300 to $600, to almost everyone who filed a 2000 tax return. Gradual cuts in taxes will follow the rebate checks. For investors, the bill also provides a number of extra incentives for retirement and college savings through changes to IRA and 401(k) plan contributions and enhancements to Education IRAs, among other things. The new tax law has a variety of provisions, many of which are phased in over a number of years. We encourage you to consult with your investment professional to determine how to take the best, and most timely, advantage of the benefits it contains. Sincerely, /S/ MAUREEN R. FORD MAUREEN R. FORD, CHAIRMAN AND CHIEF EXECUTIVE OFFICER BY JAMES D. SCHANTZ, CFA, PORTFOLIO MANAGER John Hancock V.A. 500 Index Fund S&P 500 Index loses ground as economy slows For the stocks that make up the Standard & Poor's 500 Index, the first six months of 2001 can be neatly divided between their poor showing during the first calendar quarter and their rebound in the second quarter. In the first three months of the year, a weakening economy and surprisingly poor corporate earnings reports caused the Index to drop by nearly 12%. But from April through the end of June, stocks rebounded as sentiment shifted, lifting the S&P 500 Index by nearly 6%, thereby cutting the Index's loss back to -6.69% for the first half of the year. "Interestingly, the technology sector provided the Index with some of its best performers, as well as its biggest losers." Despite the continual drumbeat of bad economic news, job cuts and earnings warnings, consumer and investor confidence rose, thanks to hopes that the Federal Reserve Board's aggressive rate-cutting campaign could prevent the economy from free falling into a recession. The Fed lowered rates six times during as many months, with three of the cuts coming in April, May and June. The rate cuts lowered corporate borrowing costs, pumped money into the U.S. economy and fanned hopes that corporate earnings and stocks prices would improve. Even the depressed manufacturing sector exhibited signs that the worst could be behind it. [Table at bottom left hand column entitled "Top Five Stock Holdings." The first listing is General Electric 4.3%, the second is Microsoft 3.5%, the third ExxonMobil 2.7%, the fourth Citigroup 2.3% and the fifth Pfizer 2.2%. A note below the table reads "As a percentage of net assets on June 30, 2001."] Fund performance and strategy explained John Hancock V.A. 500 Index Fund had a total return of -6.88% at net asset value for the six-month period ended June 30, 2001. By comparison, the average variable annuity S&P 500 Index objective fund had a total return of -6.86%, according to Lipper, Inc. Historical performance information can be found on page six. In managing the Fund, our goal is to have our holdings closely track those of the S&P 500 Index, while minimizing the costs associated with buying and selling shares of stocks. Although there are frequent changes in the composition of the Index, we re-balance the Fund's holdings less frequently to minimize transaction costs. When we get additional money into the Fund that cannot immediately be deployed into Index components, we buy S&P 500 futures, which allow us to participate in the Index's performance without incurring the higher transaction costs of buying stocks. [A 1 1/2" x 2" photo at bottom right side of page of John Hancock V.A. 500 Index Fund. Caption below reads "Jim Schantz."] Technology: leaders and laggards Interestingly, the technology sector provided the Index with some of its best performers, as well as its biggest losers. Microsoft, for example, surged more than 68% during the first six months of 2001. In contrast to some other technology suppliers, the company rode the wave of strong demand for corporate software and easily topped reduced expectations for profits and revenues. The company's shares also got a boost in late June when a U.S. appeals court tossed out a lower court's order to split the company. Other computer giants, such as industry titans IBM and Dell Computers, also flourished, posting gains of roughly 33% and 49%, respectively. Investors enthused about the combination of Internet and media companies AOL and Time Warner pushed its combined stock up about 52%. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the six months ended June 30, 2001." The chart is scaled in increments of 2% with -8% at the bottom and 0% at the top. The first bar represents the -6.88% total return for John Hancock V.A. 500 Index Fund. The second bar represents the -6.86% total return for Average variable annuity S&P 500 Index objective fund. A note below the chart reads "The total return for John Hancock V.A. 500 Index Fund is at net asset value with all distributions reinvested. The average variable annuity S&P 500 Index objective fund is tracked by Lipper, Inc. See the following page for historical performance information."] In contrast, some well-known technology stocks -- including some of last year's best performers -- proved to be the biggest detractors from the Index's performance. Cisco Systems, the leading provider of data networking products to businesses, slumped more than 52% and was the biggest detractor from the Index's performance on a capitalization-weighted basis. Data storage companies EMC and Nortel Networks also were hit hard, suffering losses of about 55% and 71% respectively. Topping the list of the Index's best performers was Bank of America, which exceeded earnings expectations thanks to improvement in its core custody business (the management of stock certificates and other securities held by clients), growth in asset management fees and rising trading revenues. AT&T gained 27% during the period, driven by its ability to meet scaled-back earnings expectations. Philip Morris returned roughly 17% thanks to improving results in many of its businesses, including tobacco and food. The nation's second-largest home-improvement retailer Lowe's was up more than 63% as the company continued to benefit from the strong housing market and falling interest rates. Health care, telecom hit hard As bad as some of the technology sector's losses were, the health-care sector's declines were worse. An absence of exciting new products either in the research pipeline or recently brought to market, coupled with investors' speedy rotation out of defensive names into higher growth stocks in the spring, took its toll on pharmaceutical companies Bristol-Myers Squibb and Pfizer. Communications equipment companies such as JDS Uniphase and Corning suffered losses of roughly 70% each as telecom providers drastically reduced their plans to build out their systems. "The stock market enters the second half of 2001 under a cloud of uncertainty." Outlook The stock market enters the second half of 2001 under a cloud of uncertainty. For the most part, corporate earnings remain weak and CEOs continue to complain about a lack of "visibility," meaning they have no clear idea of when earnings will improve. Although job cuts continue, consumer confidence has remained strong and has provided a cushion against the declining technology and manufacturing sectors. Whether or not this continues to be the case in the second half is anyone's guess. On the other hand, the six interest-rate cuts delivered in the first half, coupled with tax cuts, may put enough money into the economy to pull it out of its doldrums. But regardless of how the stock market performs, our goal will be to closely track the performance of the S&P 500 Index. The Fund's returns, as always, will be dictated by the performance of that Index. A LOOK AT PERFORMANCE For the period ended June 30, 2001 SINCE SIX ONE INCEPTION MONTHS YEAR (8/29/96) ------- ------- ------- Cumulative Total Returns (6.88%) (15.08%) 89.26% Average Annual Total Returns -- (15.08%) 14.10% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. These reductions can be terminated in the future. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. 500 Index Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. 500 Index Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Standard & Poor's 500 Index and is equal to $20,142 as of June 30, 2001. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. 500 Index Fund on August 29, 1996 and is equal to $18,926 as of June 30, 2001. BY WILLIAM L. BRAMAN, ROBERT UEK AND PAUL J. BERLINGUET FOR THE PORTFOLIO MANAGEMENT TEAM John Hancock V.A. Large Cap Growth Fund Corporate profits and economy weaken, stock prices remain erratic Throughout the six months ended June 30, 2001, the stock market continued to provide investors with a steady diet of unease. The year began in the midst of a well-rounded bear market that had depressed stock prices, especially in the technology sector, and greatly diminished investor confidence. The Federal Reserve Board aggressively entered the scene, injecting liquidity into the financial markets with six successive cuts in short-term interest rates amounting to a total of 2.75 percentage points. By June's end, the federal funds rate stood at 3.75%, down from 6.50% in December 2000. [Table at bottom left hand column entitled "Top Five Stock Holdings." The first listing is General Electric 5.9%, the second is Tyco International 5.7%, the third Cisco Systems 4.5%, the fourth AOL Time Warner 4.3% and the fifth Wal-Mart Stores 4.2%. A note below the table reads "As a percentage of net assets on June 30, 2001."] In response to the Fed's initial actions, stock prices rebounded in April and May, lending credence to the widely held view that the worst of the rout may be over. Near period's end, the market's second quarter pre-announcement season was under way. A number of high-profile companies - -- particularly in, but not limited to, the technology sector -- predicted weaker-than-expected profits and some even admitted to dire financial straits. Stock prices came under pressure once again and the broad market, as measured by the Standard & Poor's 500 Index, lost ground in the period, returning -6.69% for the first six months of the year. "As the period progressed, our objective increasingly became broader diversification..." Fund performance For the six months ended June 30, 2001, John Hancock V.A. Large Cap Growth Fund produced a total return of -25.12% at net asset value. This compares with the -14.71% return posted by the average variable annuity large-cap growth fund, according to Lipper, Inc. Historical performance information can be found on page 9. Many technology positions reduced or eliminated The Fund's weighting in technology, which is greater than that of its peers, along with individual stock selection within the telecommunications equipment group during the first calendar quarter, were the primary causes of its relative underperformance. As the second quarter began, however, we shifted the Fund's technology exposure away from a number of telecommunications equipment, networking and fiber-optics-related stocks - -- the technology subsectors that were hit particularly hard by the deterioration in capital equipment spending. We sold such names as Nortel Networks, Ericsson, PMC Sierra, Broadcom, JDS Uniphase and Corning. We also pared or eliminated positions in hardware names such as Sun Microsystems, EMC, Compaq and IBM. By period's end, the Fund's technology weighting was trimmed to roughly 30% of net assets. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the six months ended June 30, 2001." The chart is scaled in increments of 6% with -30% at the bottom and 0% at the top. The first bar represents the -25.12% total return for John Hancock V.A. Large Cap Growth Fund. The second bar represents the -14.71% total return for Average variable annuity large-cap growth fund. A note below the chart reads "The total return for John Hancock V.A. Large Cap Growth Fund is at net asset value with all distributions reinvested. The average variable annuity large-cap growth fund is tracked by Lipper, Inc. See the following page for historical performance information."] Redefined tech focus helps in Q2 We redeployed our tech assets into software-related companies as well as semiconductor capital equipment stocks, either adding to existing portfolio holdings or initiating new positions in such names as Microsoft, Amdocs Ltd., Electronic Data Systems, Intel, Applied Materials and Novellus Systems. Many of the software companies we pursued exhibit greater predictability in their future earnings potential than many other technology names right now, while the semiconductor stocks appealed to us because we believe the ones we've chosen are poised to benefit when new order momentum resumes. The portfolio's reconfiguration within the technology arena proved timely, as the stock prices of many networking companies hit new lows after they were eliminated from the portfolio. In fact, the Fund's revised technology exposure helped the portfolio regain some previously lost ground and outperform its Lipper peer group in the second quarter. "...stock prices may continue to take two steps forward and one step back through calendar year end... Broader diversification the best strategy Throughout the period, the market has taken its cues from corporate profit announcements and leading economic indicators and we, in turn, have taken our cues from the market. It now appears the long-awaited turnaround in corporate profitability is not within easy reach as investors had hoped earlier this year. As the period progressed, our objective increasingly became broader diversification in tandem with a focus on companies that demonstrate a clear visibility in their earnings stream. We applied this approach not only to the technology sector but also to health-care, consumer-oriented companies, financial names and those issues with a cyclical bias. Over the period, we bolstered the Fund's stake in health-care stocks. We did so in favor of niche players, those health-care companies with higher growth potential than the traditional pharmaceutical companies, which are currently contending with leaner product pipelines. We also sold health-care equipment companies such as Waters, which is suffering from a manufacturing slump in health-care's research and development area. Newly purchased, or bolstered, positions include Allergan, a specialty eye-care pharmaceutical company; Amgen, an established biotech company; and Stryker, a medical device company benefiting from changing demographics and a new product cycle. We made a small foray into consumer-staple companies such as Anheuser-Busch and Philip Morris and initiated a position in Viacom, a media conglomerate with a broad spectrum of advertising delivery mediums. We purchased American Express and Goldman Sachs, two financial service companies with diversified business models, as well as home-improvement retailer Lowe's. Outlook Going forward, we anticipate a turn for the better in business conditions, based on the Fed's commitment to ease monetary policy to spur economic growth. The critical factor remains timing. Historically, business and investment conditions tend to improve six to 12 months after a concerted effort by the Fed to improve financial liquidity. We are still in the midst of a lengthy campaign, with the possibility of even further rate cuts ahead. Therefore, stock prices may continue to take two steps forward and one step back through calendar year end, as investors struggle to regain confidence in the viability of corporate America's long-term growth potential. A LOOK AT PERFORMANCE For the period ended June 30, 2001 SINCE SIX ONE INCEPTION MONTHS YEAR (8/29/96) ------- ------- ------- Cumulative Total Returns (25.12%) (46.31%) (16.98%) Average Annual Total Returns -- (46.31%) (3.78%) Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. These reductions can be terminated in the future. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Large Cap Growth Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Russell Top 200 Growth Index -- an unmanaged index which measures the performance of the Russell Top 200 companies with higher price-to-book ratios and higher forecasted growth values. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Large Cap Growth Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Russell Top 200 Growth Index and is equal to $18,766 as of June 30, 2001. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Large Cap Growth Fund on August 29, 1996 and is equal to $8,302 as of June 30, 2001. BY PAUL J. BERLINGUET AND TIMOTHY N. MANNING FOR THE PORTFOLIO MANAGEMENT TEAM John Hancock V.A. Mid Cap Growth Fund Mid-cap growth stocks tumble as market continues to head south The stock market's progress in the first half of 2001 was a tale best told in two parts. During the first quarter, the market went through a brutal meltdown that rocked nearly all sectors. Leading the decline were technology and telecommunications stocks, which looked overly expensive relative to deteriorating business fundamentals. Safer-haven sectors like finance and energy moved into favor. Early in the second quarter, the market reversed course, thanks to lower interest rates and anecdotal reports that business was stabilizing at some companies. Amid the relief rally that marked the second quarter, however, volatility continued as many companies announced missed earnings. The Standard & Poor's 500 Index closed the six months ended June 30, 2001 with a -6.69% return. By comparison, the Russell Midcap Growth Index returned -12.96% due to its heavier concentrations in technology, telecom and biotechnology names. "We trimmed more volatile names in the telecom, biotech and software sectors..." Disappointing performance John Hancock V.A. Mid Cap Growth Fund had a sizable, but average, stake in technology -- about one-third of assets -- but was dogged by weak stock performance. Higher-than-average investments in telecom and biotech also eroded performance, leaving the Fund with a -23.39% return at net asset value for the first six months of the year. By comparison, the average variable annuity multi-cap growth fund returned -16.18%, according to Lipper, Inc. Historical performance information appears on page 12. [Table at bottom left hand column entitled "Top Five Stock Holdings." The first listing is Shire Pharmaceuticals 2.2%, the second is VeriSign 2.1%, the third USA Education 2.1%, the fourth Mercury Interactive 2.0% and the fifth Dobson Communications 2.0%. A note below the table reads "As a percentage of net assets on June 30, 2001."] Disappointments in telecom and biotech Among the biggest drags on performance were our stakes in competitive local exchange carriers like McLeodUSA and XO Communications, both of which fell sharply amid the downturn in telecom spending. As the outlook for the sector remained uncertain, we decided to cut our losses and sell. Several stocks in the volatile biotech area also cost the Fund dearly, including Waters and Applera Corp. - Applied Biosystems Group, both of which supply analytical equipment to biotech companies, which cut back on spending in 2001. Millennium Pharmaceuticals, a company that provides genetic information to pharmaceutical companies, and Immunex, a biopharmaceutical company that develops drugs to treat autoimmune disorders, also posted steep declines. In the technology area, our investments in Brocade Communications Systems, which make switches for storage systems, and Aeroflex, which makes optical test equipment used in the build-out of fiber-optic networks, tumbled as spending slowed. Gains in retail and finance Tempering these losses were our retail investments, including Abercrombie & Fitch, Bed Bath & Beyond, Coach and Staples, which we had built up early in the year. All rallied nicely as consumers kept spending and investors anticipated an economic recovery, and we took profits. Our finance investments also did quite well. Transaction processors like Concord EFS and Fiserv benefited from their predictable revenue streams, while USA Education (formerly Sallie Mae), a student loan company, attracted interest following a recent acquisition. Other top gainers included Scientific-Atlanta, a leading producer of digital set top boxes for cable television, KLA-Tencor, which provides inspection systems for semiconductor capital equipment, and King Pharmaceuticals, a specialty pharmaceutical company with a new cardiovascular drug that has quickly gained market share. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the six months ended June 30, 2001." The chart is scaled in increments of 5% with -25% at the bottom and 0% at the top. The first bar represents the -23.39% total return for John Hancock V.A. Mid Cap Growth Fund. The second bar represents the -16.18% total return for Average variable annuity multi-cap fund. A note below the chart reads "The total return for John Hancock V.A. Mid Cap Growth Fund is at net asset value with all distributions reinvested. The average variable annuity multi-cap fund is tracked by Lipper, Inc. See the following page for historical performance information."] Focus on predictability In the spring, we stepped up the Fund's emphasis on companies with predictable earnings growth and the potential for dominant market share. These businesses have proven they can do well even in a sluggish economy. We trimmed more volatile names in the telecom, biotech and software sectors, buying instead stocks like Amdocs, which provides telecom carriers with outsourcing solutions for customer service and billing. This is a company with no competition and more than 75% of its revenues for next year guaranteed by long-term contracts. We also increased our stake in VeriSign, a software company that is a leader in Internet domain registration, and Dobson Communications, a wireless company that has longer-term contracts with major carriers and little direct competition in the rural markets it serves. Buying opportunities Much of our buying was in the medical area (about 22% of net assets), where we focused on companies with predictable earnings, including health-care service companies like WellPoint Health Networks and specialty pharmaceuticals like Shire Pharmaceuticals. We also increased our investment in media stocks, which we expect to benefit as the economy recovers and ad spending increases. Among our additions were USA Networks, a company with great management and media assets, and Charter Communications, a cable company that is adding subscribers at the same time that its build-out expenditures are coming to an end. In the technology sector, we increased our investment in Mercury Interactive, a software testing company that has strong growth prospects. "By the fourth quarter, the market should benefit from easier year-over-year earnings comparisons as well as improved corporate revenues." A look ahead The Federal Reserve cut interest rates six times between January and June. Typically, interest-rate moves take six to 12 months before they work their way through the economy. This means we could be looking at a recovery by late in the year. Fortunately, inflation and unemployment have both remained pretty low and tax refunds should give a boost to consumer confidence and spending. Given an improved economic outlook, we expect stock prices to climb in the second half of the year. The third quarter, however, could be rocky as investors digest recent earnings disappointments. By the fourth quarter, the market should benefit from easier year-over-year earnings comparisons as well as improved corporate revenues. We are especially optimistic about the outlook for mid-cap stocks, which have historically beaten larger-cap stocks on the way out of a downturn, and remain at reasonable valuations. A LOOK AT PERFORMANCE For the period ended June 30, 2001 SINCE SIX ONE INCEPTION MONTHS YEAR (1/7/98) ------- ------- ------- Cumulative Total Returns (23.39%) (36.99%) 16.54% Average Annual Total Returns -- (36.99%) 4.50% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. These reductions can be terminated in the future. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Mid Cap Growth Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in both the Standard & Poor's 500 Index and the Russell Midcap Growth Index. The Standard & Poor's 500 Index is an unmanaged index that includes 500 widely traded common stocks and is a commonly used measure of stock market performance. The Russell Midcap Growth Index is an unmanaged index that contains those securities from the Russell Midcap Index with a greater-than-average growth orientation. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Mid Cap Growth Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are three lines. The first line represents the Russell Midcap Growth Index and is equal to $13,697 as of June 30, 2001. The second line represents the Standard & Poor's 500 Index and is equal to $13,201 as of June 30, 2001. The third line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Mid Cap Growth Fund on January 7, 1998 and is equal to $11,654 as of June 30, 2001. BY BERNICE S. BEHAR, CFA, PORTFOLIO MANAGEMENT TEAM LEADER, AND ANURAG PANDIT, CFA, PORTFOLIO MANAGER John Hancock V.A. Small Cap Growth Fund Slowing economy, deteriorating corporate profits hold stocks back The stock market remained in turmoil during the first six months of 2001, as the economy continued to slow and investors reacted to a steady stream of bad corporate earnings news. Fast-growing, high-priced growth stocks -- which started struggling a year ago -- kept sagging, particularly in the technology and telecommunications sectors. With the exception of a three-week surge in January sparked by a surprise interest-rate cut by the Federal Reserve, the first quarter of 2001 was especially difficult for stocks, despite the Fed's aggressive action to prevent a recession. But by April, the Fed had cut rates enough that investors began to hope the worst was over for the economy, and stocks rallied, including technology. The sector remained volatile and under pressure through the end of June, however, as business conditions showed no signs of improving. Small-cap stocks outperformed large caps, but growth stocks continued to trail value stocks by a substantial margin, producing a large variance in performance between the two major indexes that track small-cap stock performance. In the first six months of 2001, the Russell 2000 Value Index gained 12.84%, while the Russell 2000 Growth Index was essentially flat, returning 0.14%. [Table at bottom left hand column entitled "Top Five Stock Holdings." The first listing is Microsemi 1.4%, the second is Corporate Executive Board 1.4%, the third Columbia Sportswear 1.3%, the fourth Accredo Health 1.3% and the fifth Education Management 1.3%. A note below the table reads "As a percentage of net assets on June 30, 2001."] Fund performance For the six months ended June 30, 2001, John Hancock V.A. Small Cap Growth Fund posted a total return of -8.06% at net asset value. That compared with the -4.06% return of the average variable annuity small-cap growth fund, according to Lipper, Inc. Historical performance information can be found on page 15. "Companies having any connection to the telecommunications industry suffered in particular..." [A 1 1/2" x 2" photo at bottom right side of page of John Hancock V.A. Small Cap Growth Fund. Caption below reads "Bernice Behar."] Our relative underperformance stemmed from our emphasis on defensive sectors of the market -- including pharmaceutical stocks and health-care services companies like LifePoint Hospitals. This held us back in the first three weeks of the year, when the Fed's surprise rate cut boosted more aggressive, low-quality tech stocks that we chose not to own. Our defensive stance also caused us to miss much of the gains in the biotechnology sector during the period. We took profits and cut our biotech stake significantly in January, given the sector's strong move in 2000 based on what we believe to be unrealistic expectations. We also had concerns about bottlenecks in the FDA approval process. However, even though the group was volatile during the period, the stocks produced good results and our underweighting worked against us. One of our best performers, however, was Covance, a contract research company that provides product development services to both the biotech and pharmaceutical industries. On the other hand we were disappointed by CV Therapeutics, which served us very well last year, but saw its stock drop precipitously this year after it announced disappointing results from a clinical trial for one of its drugs. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the six months ended June 30, 2001." The chart is scaled in increments of 2% with -10% at the bottom and 0% at the top. The first bar represents the -8.06% total return for John Hancock V.A. Small Cap Growth Fund. The second bar represents the -4.06% total return for Average variable annuity small-cap growth fund. A note below the chart reads "The total return for John Hancock V.A. Small Cap Growth Fund is at net asset value with all distributions reinvested. The average variable annuity small-cap growth fund is tracked by Lipper, Inc. See the following page for historical performance information."] "The real question mark is when corporate earnings will make a comeback." Telecom and IT consultants hit hard Companies having any connection to the telecommunications industry suffered in particular during this period, as demand for all types of products and services ground to a halt and companies ran into trouble getting additional financing to finish building out their networks. This impacted anyone along the supply chain, including Fund holding M-Systems Flash Disk Pioneers, a telecom-focused semiconductor company. Our stake in information technology (IT) consulting companies also hurt us as demand for IT services slowed dramatically, even for companies with strong franchises and niche markets like Forrester Research and Management Network Group. While the technology and telecommunications sectors produced negative results as a whole, our stock selection helped us fare better than the tech portion of the Russell 2000 Growth Index, and we did have some outstanding performers. Our biggest contributor to performance was also our top holding, Microsemi, a semiconductor company offering a broad range of products to a wide customer base, which has protected it in this difficult economic environment. Individual standouts We had some standout performances from a range of small companies that fit our investment criteria of producing accelerating and sustainable earnings growth, and having dominant market positions and strong managements. These included Tweeter Home Entertainment, a company we've owned for a while whose strong franchise in consumer electronics is beginning to be recognized, and Columbia Sportswear, a niche apparel company with great brand recognition and tremendous relationships with some of the fast-growing retailers. Our radio stocks also rebounded off their lows. Earnings stability counts In a tough environment for growth stocks, we continued to position ourselves in areas where we believe there is a relative amount of earnings stability. This caused us to maintain a lighter stake in tech and telecom and an increased exposure to health care and energy, a sector that has produced the highest earnings results so far this year. Unfortunately, the market has not rewarded energy stocks on balance in this period, assuming that the level of earnings growth was unsustainable in the midst of the economic slowdown and building inventories. While we believe the long-term outlook is positive, the more near-term economic and inventory issues have caused us to begin paring our energy stake. Outlook After six rate cuts totalling 2.75%, it appears the Fed is getting close to the end of its rate-cutting cycle, and the economy should soon begin to feel its effects. The real question mark is when corporate earnings will make a comeback. While we believe in the strong long-term potential of tech and telecom, we believe it's going to take more time for these sectors to turn around, as excess capacity needs to be absorbed. As a result, we believe more reliable earnings growth lies, for now, in other sectors. A LOOK AT PERFORMANCE For the period ended June 30, 2001 SINCE SIX ONE INCEPTION MONTHS YEAR (8/29/96) ------- ------- ------- Cumulative Total Returns (8.06%) (30.62%) 44.70% Average Annual Total Returns -- (30.62%) 7.94% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. These reductions can be terminated in the future. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Small Cap Growth Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Russell 2000 Index and the Russell 2000 Growth Index. The Russell 2000 Index is an unmanaged small-cap index that is comprised of 2,000 U.S. stocks. The Russell 2000 Growth Index is an unmanaged index that contains Russell 2000 Index stocks with a greater-than-average growth orientation. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Small Cap Growth Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are three lines. The first line represents the Russell 2000 Index and is equal to $16,393 as of June 30, 2001. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Small Cap Growth Fund on August 29, 1996 and is equal to $14,470 as of June 30, 2001. The third line represents the Russell 2000 Growth Index and is equal to $13,401 as of June 30, 2001. BY LORETTA MORRIS AND RANDY KAHN FOR THE PORTFOLIO MANAGEMENT TEAM John Hancock V.A. International Fund Overseas markets struggle in first half of 2001 Despite a transition to an easing bias by central banks worldwide, the difficulties experienced by international equities in 2000 persisted in the first half of 2001. As represented by the MSCI All-World Country Free ex-U.S. Index, non-U.S. stocks shed 13.56% of their value during the six-month period ended June 30. "Currently, we are identifying compelling opportunities in the energy, health care, and consumer services sectors." The contagion that began to spread early last year during the sell-off of technology, media and telecommunications (TMT) stocks continued to linger into 2001. Contributing to this weakness was a tightening bias by central banks worldwide in 2000. All told, there were nearly 130 interest-rate hikes in 2000 and the cumulative effect of tighter monetary policy ultimately precipitated a sharp slowdown in global growth. This deceleration in growth prompted a shift toward an easing bias, and through June 30 there had been more than 70 interest-rate reductions by central bankers globally. However, the European Central Bank reduced rates only once as it continued to adhere to its stated mission of battling inflation rather than stimulating growth. As a result, the euro fell to near-record lows against the dollar at the year's halfway mark. [Pie chart at bottom left hand column with heading "Portfolio Diversification." The chart is divided into seven sections (from top to left): Short-term Investments & Other 7%, Latin America 1%, Pacific Rim ex-Japan 7%, Japan 18%, U.K. & Ireland 22%, Continental Europe 39% and Canada 6%. A note below the chart reads "As a percentage of net assets on June 30, 2001."] In eurozone countries, which observers thought would be relatively immune to the stagnation that took hold of the United States in late 2000, economic indicators deteriorated rapidly in the second quarter of this year. In particular, Germany -- the region's largest economy -- suffered higher-than-expected rates of unemployment and inflation, and an erosion of consumer confidence as a result. Japan has also fared poorly in 2001. Early in the year, political uncertainty over the fate of former Prime Minister Yoshiro Mori, the lingering overhang of bad debts, and a reluctance of the country's consumers to spend in a deflationary environment combined to pressure the Japanese stock market. Although the country's main stock index, the Nikkei, rallied briefly in April after the election of popular new Prime Minister Junichiro Koizumi, the market slumped again in May and June as the magnitude of Japan's problems weighed on investor sentiment. Fund performance For the six months ended June 30, 2001, John Hancock V.A. International Fund posted a total return of -19.26% at net asset value. In comparison, the average variable annuity international fund returned -14.34% during the same period. See page 18 for historical performance information. The Fund's relative underperformance stemmed in large part from holdings in the volatile TMT arena, electric utilities and money-center banks. Specifically, Alcatel of France, Colt Telecom of Britain, and British Telecom were among the portfolio's weakest performers in the first half of 2001, as corporate expenditures on telecommunications equipment and services plummeted. On a country basis, stock selection in Japan and the United Kingdom negatively influenced returns during the period. On the positive side, stock selection in Irish and Danish equities helped limit Fund declines, as did holdings in biotechnology, apparel and automotive equipment companies. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the six months ended June 30, 2001." The chart is scaled in increments of 4% with -20% at the bottom and 0% at the top. The first bar represents the -19.26% total return for John Hancock V.A. International Fund. The second bar represents the -14.34% total return for Average variable annuity international fund. A note below the chart reads "The total return for John Hancock V.A. International Fund is at net asset value with all distributions reinvested. The average international fund is tracked by Lipper, Inc. See the following page for historical performance information."] Stakes boosted in Japan, U.K. and France During the period, we shifted assets out of Japan early in the year, reducing exposure from 21% of the Fund's holdings at the end of 2000 to 10% as of January 31, 2001. As the situation there seemed to improve with the election of Prime Minister Koizumi, we increased holdings to reach 18% as of June 30. As a result of our bottom-up stock selection process centered on positive, sustainable change, we also identified opportunities in the United Kingdom and France. The percentage of U.K. equities rose from 10% to 19% during the period, while French stocks increased from 6% to 10%. On a sector-by-sector basis, we increased the Fund's energy holdings, as tight supplies and growing demand pushed fuel prices higher. Meanwhile, we significantly reduced exposure to the beleaguered technology sector. As of June 30, 2001, the Fund was overweighted in energy and consumer durable stocks relative to its benchmark MSCI index and underweighted in the financial services and technology sectors. The Fund's country weightings were largely in line with the benchmark. Looking ahead Despite a difficult environment for equity investors spanning more than a year now, we believe that international markets continue to offer compelling investment opportunities. Falling interest rates should begin to fuel a recovery in worldwide equity markets. The case for international investing also remains compelling amid the positive themes of structural changes such as tax and pension reform and deregulation, especially in Europe. The trend toward a rising equity culture in Europe and Japan also bodes well for international equity markets. Finally, non-U.S. equities' share of world market capitalization has increased over the last three decades, rising from 30% in the 1970s to more than 50% today. We believe international markets remain home to many companies with sound fundamentals. "Falling interest rates should begin to fuel a recovery in worldwide equity markets." No matter how difficult the market environment may become, we will never waver from the proven philosophy and process that has served our clients so well over time. We remain committed to our discipline of finding the companies exhibiting the fastest growth in earnings, and we continue to find stocks with sustainable positive change at attractive valuations. Currently, we are identifying compelling opportunities in the energy, health-care and consumer services sectors. The TMT group's fundamentals continue to deteriorate and we expect them to worsen in the short term. However, our dynamic process is designed to turn change into capital appreciation, so we will continue to search for candidates in this fast-moving sector. - ----------------------------------------------------------------------------- International investing involves special risks such as political, economic and currency risks and differences in accounting standards and financial reporting. A LOOK AT PERFORMANCE For the period ended June 30, 2001 SINCE SIX ONE INCEPTION MONTHS YEAR (8/29/96) ------- ------- ------- Cumulative Total Returns (19.26%) (31.56%) 4.08% Average Annual Total Returns -- (31.56%) 0.83% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. These reductions can be terminated in the future. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. International Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Morgan Stanley Capital International (MSCI) All Country World Free Ex-U.S. Index, which measures the performance of a broad range of developed and emerging stock markets. The index represents securities that are freely traded on a variety of equity exchanges around the world. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. International Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the MSCI All Country World Free Ex-U.S. Index and is equal to $11,688 as of June 30, 2001. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. International Fund on August 29, 1996 and is equal to $10,408 as of June 30, 2001. BY JAMES K. SCHMIDT, CFA, PORTFOLIO MANAGEMENT TEAM LEADER, AND THOMAS M. FINUCANE AND THOMAS C. GOGGINS, PORTFOLIO MANAGERS John Hancock V.A. Regional Bank Fund Smaller banks outperform other financial stocks in a difficult six months for the stock market The first six months of 2001 were marked by a dramatically slowing economy, a relentless stream of disappointing corporate profit announcements and a distressed stock market that produced negative results. In response to the sagging economy, the Federal Reserve Board cut short-term interest rates six times for a total of 2.75 percentage points in a bid to avoid a recession. Banks and thrifts with the most sensitivity to falling rates were lifted by the Fed's easing stance, as were the smaller banks that struggled last year. While financial stocks as a group held up better than the broad stock market, those connected to the increasingly dicey stock market, like asset managers and brokerage houses, were hit hard, as were financial companies whose valuations ran up the most by the end of last year. For the six months ended June 30, 2001, the Standard & Poor's Major Regional Bank Index returned -2.59%, while the broad market, as measured by the Standard & Poor's 500 Index, returned - -6.69%. [Table at bottom left hand column entitled "Top Five Stock Holdings." The first listing is Valley National Bancorp 4.0%, the second is Mid-State Bancshares 3.9%, the third Fifth Third Bancorp 3.6%, the fourth Umpqua Holdings 3.6% and the fifth Pacific Capital Bancorp 3.5%. A note below the table reads "As a percentage of net assets on June 30, 2001."] "...financial stocks as a group held up better than the broad stock market..." Fund performance John Hancock V. A. Regional Bank Fund produced a very solid result during the period due to our focus on the outperforming mid-sized regional and smaller banks. For the six months ended June 30, 2001, the Fund posted a total return of 8.10% at net asset value. That compared with the 0.54% return of the average open-end financial services fund and the -14.72% return of the average variable annuity specialty/miscellaneous fund, according to Lipper, Inc. See page 21 for historical performance information. [A 1 1/2" x 2" photo at bottom right side of page of John Hancock V.A. Regional Bank Fund. Caption below reads "Jim Schmidt."] Small and interest-sensitive banks dominate Not surprisingly, the Fund's holdings in banks and thrifts with the greatest sensitivity to falling rates were some of our best performers, including Community First Bankshares, Charter One Financial, SouthTrust and First Financial Holdings. Conversely, the banks with the highest price-to-earnings ratios, which had risen the most last year, like Mellon Financial and Wells Fargo, lost ground. Small capitalization banks whose stock prices had grown very cheap after last year's lag also boosted our performance, including Financial Institutions, Umpqua Holdings, Cascade Bancorp and Independent Bank Corp. Their stocks were also lifted by several other factors, including their potential inclusion in the Russell 2000 Index, the banks' relative underexposure to areas of heightened loan concern (i.e., telecommunications loans) and their improved margin outlooks in the falling-rate environment. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the six months ended June 30, 2001." The chart is scaled in increments of 5% with -15% at the bottom and 10% at the top. The first bar represents the 8.10% total return for John Hancock V.A. Regional Bank Fund. The second bar represents the 0.54% total return for Average open-end financial services fund. The third bar represents the -14.72% total return for Average variable annuity specialty/miscellaneous fund. A note below the chart reads "The total return for John Hancock V.A. Regional Bank Fund is at net asset value with all distributions reinvested. The average open-end financial services fund and variable annuity specialty/miscellaneous fund are tracked by Lipper, Inc. See the following page for historical performance information."] "Falling rates and an economy that is growing moderately are usually two good ingredients for bank-stock performance." Banks poised for above-market growth With the economy in a slower mode and interest rates continuing to decline, bank loan growth should be at a slower 5% pace. At the same time, bank margins have stabilized, expenses are under control and banks continue to buy back stock. Even though the level of non-performing assets rose in the period, it is still very low -- at less than one percent of total assets -- and we do not believe it will rise much above one percent. With this backdrop, banks should be able to generate single-digit earnings-per-share growth, which, while modest compared to prior years, still tops the negative profit outlook for the broad market. Slow pace for bank mergers Although merger activity was generally slow during the period, we did have three of our banks involved in takeover offers. The headline transaction was First Union's bid to acquire Wachovia, later complicated by the arrival of Sun Trust as a hostile suitor. We believe many years of consolidation are still ahead in the banking industry, as the extraordinary number of institutions gets whittled down to a more efficient level. Although many valuable bank franchises are trading at very reasonable prices, the pool of banks able to undertake a sizable acquisition has shrunk due to low valuation and uncertain benefits from past deals. Only a handful of the nation's top banks have unblemished records that leave them in a good position to pursue further transactions. It will take time and a greater number of merger success stories before other powerful banks resume acquisition programs. Outlook Although the Fed's aggressive move to stabilize the economy appears to be winding down, its efforts should begin to have a positive effect later this year, and we expect the U.S. economy to avoid a recession and produce modest growth for the rest of 2001. Falling rates and an economy that is growing moderately are usually two good ingredients for bank-stock performance. In this environment, we will keep adding to our stake in higher-quality banks and reducing positions in banks in which we are less certain about their loan portfolios. - ----------------------------------------------------------------------------- Sector investing is subject to greater risks than the market as a whole. A LOOK AT PERFORMANCE For the period ended June 30, 2001 SINCE SIX ONE INCEPTION MONTHS YEAR (5/1/98) ------- ------- ------- Cumulative Total Returns 8.10% 40.65% 13.46% Average Annual Total Returns -- 40.65% 4.07% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. These reductions can be terminated in the future. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. Regional Bank Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Standard & Poor's 500 Index -- an unmanaged index that includes 500 widely traded common stocks and is often used as a measure of stock market performance. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. Regional Bank Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Standard & Poor's 500 Index and is equal to $11,469 as of June 30, 2001. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. Regional Bank Fund on May 1, 1998 and is equal to $11,282 as of June 30, 2001. BY ARTHUR N. CALAVRITINOS, CFA, PORTFOLIO MANAGEMENT TEAM LEADER; AND JANET L. CLAY, CFA, AND FREDERICK L. CAVANAUGH, JR., PORTFOLIO MANAGERS John Hancock V.A. High Yield Bond Fund High-yield bonds outperform stocks in a difficult environment During the first six months of 2001, high-yield bonds rebounded off last year's lows and outperformed stocks, as market conditions remained choppy. A dramatically slowing economy prompted a slew of earnings disappointments and sent the stock market into a tailspin. Investors fled the once-favored technology and telecommunications sectors and sought safety in more defensive areas like energy, health care and high-quality bonds. These bonds were also boosted by six interest-rate cuts by the Federal Reserve since January that brought short-term rates down from 6.50% at the end of 2000 to 3.75% by the end of June. "Our increased weighting in energy companies served us well as the price of oil and gas spiked..." [Pie chart at bottom left hand column with heading "Portfolio Diversification." The chart is divided into six sections (from top to left): Short-Term Investments & Other 5%, Foreign Government Bonds 1%, Preferred Stock & Warrants 9%, Common Stock 8%, Foreign Corporate Bonds 20% and U.S. Corporate Bonds 57%. A note below the chart reads "As a percentage of net assets on June 30, 2001."] With the rate cuts, investors began seeking higher levels of income in the high-yield, or junk, bond market as the year progressed. But this sector of the bond market still had a rougher road than government and high-quality corporate bonds. Not only do high-yield bonds carry a greater degree of risk because of their below-investment-grade credit ratings, but they also tend to move more in line with the stock market because their fortunes are so closely tied to their underlying credits. With the deteriorating economic conditions, the number of companies defaulting on their debt payments grew and investors turned to higher-quality issues. Except for a brief period in January after the Fed's first rate cut, many start-up telecommunications companies -- which make up the largest component of the high-yield market -- were particularly hard hit, as they increasingly were unable to get funding for the next phases of their business plans. On a technical level, a lack of liquidity, or ease of trading, also continued to stymie the high-yield universe. Despite these challenges, high-yield bonds still outperformed the stock market, returning 3.93% for the six months ended June 30, 2001, as measured by the Lehman Brothers High Yield Index, while the Standard & Poor's 500 Index lost 6.69%. But there was great disparity between better-quality high-yield bonds, rated Ba, which returned 8.27%, and lower-quality junk bonds with higher yields, such as bonds rated B, which returned 1.30%, as measured by Lehman Brothers. [A 1 1/2" x 2" photo at bottom right side of page of John Hancock V.A. High Yield Bond Fund. Caption below reads "Arthur Calavritinos."] Fund performance For the six months ended June 30, 2001, John Hancock V.A. High Yield Bond Fund posted a total return of 2.46% at net asset value, compared with the 1.10% return of the average variable annuity high current yield fund, according to Lipper, Inc. Historical performance information can be found on page 24. [Bar chart at the top of left hand column with heading "Fund Performance." Under the heading is a note that reads "For the six months ended June 30, 2001." The chart is scaled in increments of 1% with 0% at the bottom and 3% at the top. The first bar represents the 2.46% total return for John Hancock V.A. High Yield Bond Fund. The second bar represents the 1.10% total return for Average variable annuity high current yield fund. A note below the chart reads "The total return for John Hancock V.A. High Yield Bond Fund is at net asset value with all distributions reinvested. The average variable annuity high current yield fund is tracked by Lipper, Inc. See the following page for historical performance information."] While we outperformed our peers, our absolute performance was held back by our significant stake in Asia Pulp & Paper (APP), which recently filed for bankruptcy protection and is in the process of restructuring its debt. APP's main mistake was focusing too much on expanding capacity and not enough on paying down debt. But it remains a very low-cost paper producer with world-class assets, and we intend to hold on until a plan is worked out. In contrast, our top holding, Timberwest, a Canadian timber company with good assets and an attractive yield, served us well. Telecommunications cut Our stake in telecommunications company Nextel Communications -- one of our top holdings -- also detracted from performance in the period when, after holding in longer than most, it finally was taken down by the market after lowering its cash-flow estimates. But we still like the company, which, unlike many telecom start-ups, actually has a business that makes money, with a franchise and national brand name recognition for its cell-phone/paging technology. We are more wary about other telecom names, and throughout the year we continued to cut our stake to a significantly underweighted position, down from 14% in December. We continue to believe that the sector still faces challenges until demand catches up to the current oversupply of telecom goods and services. Energy, media emerging markets boosted Our increased weighting in energy companies served us well as the price of oil and gas spiked and exploration and development expanded. We had several companies get taken over, including Gothic Production, a natural gas exploration and production company bought out by Chesapeake. Well-servicing company Key Energy, natural gas producer Grey Wolf, and CHC Helicopter, which provides transportation to offshore oil rigs, were all solid performers. A number of energy companies have been so successful that they have called back their higher-yielding bonds that we owned and reissued lower-yielding bonds. To the extent that our energy bonds get called, we are reducing our stake in the sector in search of higher-yielding bonds. "We will keep underweighted in telecom..." We upped our media exposure by buying the stock and bonds of direct satellite TV company Pegasus Communications, which we believe is undervalued compared with its competitors. We also increased our stake in emerging-market bonds, particularly in Latin America, as this region has bounced back better than others. Outlook We expect pressures to remain on the telecommunications sector, with the potential for more failures ahead. As long as the economy remains weak, we anticipate further action by the Fed, which should help spark an economic rebound, but not until some time next year. We will keep underweighted in telecom, selectively focused on companies we believe have the best chances of survival, and apply our value style toward maintaining a portfolio that provides shareholders with a high level of current income and the potential for price gains. See the prospectus for the risks of investing in high-yield bonds. International investing involves special risks such as political, economic and currency risks and differences in accounting standards and financial reporting. A LOOK AT PERFORMANCE For the period ended June 30, 2001 SINCE SIX ONE INCEPTION MONTHS YEAR (1/6/98) ------- ------- ------- Cumulative Total Returns 2.46% (3.35%) (1.81%) Average Annual Total Returns -- (3.35%) (0.52%) YIELD For the period ended June 30, 2001 SEC 30-DAY YIELD ------- John Hancock V.A. High Yield Bond Fund 12.43% Total return measures the change in value of an investment from the beginning to the end of a period, assuming all distributions were reinvested. Performance figures reflect the effect of investment-related charges on the underlying funds, but do not include insurance and other charges levied at the separate account level. All figures represent past performance and are no guarantee of future results. Keep in mind that the total return and share price of the Fund's investments will fluctuate. As a result, your Fund's shares may be worth more or less than their original cost, depending on when you sell them. Note to Performance The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. These reductions can be terminated in the future. WHAT HAPPENED TO A $10,000 INVESTMENT . . . The chart below shows how much a $10,000 investment in the John Hancock V.A. High Yield Bond Fund would be worth, assuming all distributions were reinvested for the period indicated. For comparison, we've shown the same $10,000 investment in the Lehman Brothers High Yield Bond Index -- an unmanaged index of fixed-income securities that are similar, but not identical, to the bonds in the Fund's portfolio. It is not possible to invest in an index. Line chart with the heading John Hancock V.A. High Yield Bond Fund, representing the growth of a hypothetical $10,000 investment over the life of the fund. Within the chart are two lines. The first line represents the Lehman Brothers High Yield Bond Index and is equal to $10,205 as of June 30, 2001. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock V.A. High Yield Bond Fund on January 6, 1998 and is equal to $9,819 as of June 30, 2001. FINANCIAL STATEMENTS John Hancock Funds - Declaration Trust Statements of Assets and Liabilities June 30, 2001 (Unaudited) - -------------------------------------------------------------------------------------------------------------------------------- V.A. V.A. V.A. V.A. V.A. V.A. V.A. 500 INDEX LARGE CAP MID CAP SMALL CAP INTERNATIONAL REGIONAL BANK HIGH YIELD FUND GROWTH FUND GROWTH FUND GROWTH FUND FUND FUND BOND FUND ----------- ----------- ----------- ----------- ------------- ------------- ----------- Assets: Investments at value (cost - $12,948,504, $6,081,968, $6,065,678, $11,380,649, $6,273,184, $8,818,705 and $8,523,041, respectively) $17,836,392 $6,328,151 $5,930,239 $13,193,181 $5,944,661 $11,104,314 $5,947,408 Joint repurchase agreements (cost - $911,000, none, $503,000, $111,000, $262,000, $743,000 and $85,000, respectively) 911,000 -- 503,000 111,000 262,000 743,000 85,000 ----------- ----------- ----------- ----------- ------------- ------------- ----------- 18,747,392 6,328,151 6,433,239 13,304,181 6,206,661 11,847,314 6,032,408 Cash 714 -- 436 476 -- 947 934 Foreign currency at value (cost - none, none, none, none, $1,750, none and none, respectively) -- -- -- -- 1,747 -- -- Cash segregated for futures contracts 34,500 -- -- -- -- -- -- Receivable for investments sold 24,953 29,445 51,675 156,578 24,356 34,311 30,528 Receivable for shares sold -- -- 1,045 28,103 -- -- -- Dividends and interest receivable 13,314 2,251 1,333 625 12,090 26,509 221,690 Receivable for futures variation margin 2,350 -- -- -- -- -- -- Receivable for forward foreign currency exchange contracts sold -- -- -- -- 3,314 -- 15,994 Deferred organization expense 360 360 -- 360 360 -- -- Receivable from affiliates 29,130 -- -- -- -- -- -- Other assets 700 279 49 1,039 186 296 129 ----------- ----------- ----------- ----------- ------------- ------------- ----------- Total assets 18,853,413 6,360,486 6,487,777 13,491,362 6,248,714 11,909,377 6,301,683 - --------------------------------------------------------------------------------------------------------------------------------- Liabilities: Due to custodian -- 68,079 -- -- 207 -- -- Payable for investments purchased 389,390 -- 158,629 140,681 167,849 -- -- Payable for shares repurchased -- 185 94 7,664 -- 374 147 Dividends payable -- -- -- -- -- -- 3,869 Payable for securities on loan -- -- -- -- 1,040,206 -- -- Payable for forward foreign currency exchange contracts purchased -- -- -- -- 33 -- 589 Payable to affiliates -- 1,571 2,089 8,369 3,889 7,862 2,592 Accounts payable and accrued expenses 44,530 10,815 11,791 21,633 37,954 12,898 10,126 ----------- ----------- ----------- ----------- ------------- ------------- ----------- Total liabilities 433,920 80,650 172,603 178,347 1,250,138 21,134 17,323 - --------------------------------------------------------------------------------------------------------------------------------- Net Assets: Capital paid-in 12,497,928 11,191,616 8,932,394 15,584,510 6,711,524 11,970,766 9,547,853 Accumulated net realized gain (loss) on investments and foreign currency transactions 1,051,931 (5,135,699) (2,451,411) (4,033,684) (1,334,074) (2,368,502) (649,560) Net unrealized appreciation (depreciation) of investments, futures and translation of assets and liabilities in foreign currencies 4,869,674 246,183 (135,439) 1,812,532 (326,048) 2,285,609 (2,561,856) Undistributed (distributions in excess of) net investment income (accumulated net investment loss) (40) (22,264) (30,370) (50,343) (52,826) 370 (52,077) ----------- ----------- ----------- ----------- ------------- ------------- ----------- Net assets $18,419,493 $6,279,836 $6,315,174 $13,313,015 $4,998,576 $11,888,243 $6,284,360 ================================================================================================================================= Net Asset Value Per Share: (Based on 1,227,183, 816,304, 546,313, 1,005,607, 562,479, 1,120,720, and 974,905 shares, respectively, of beneficial interest outstanding - unlimited number of shares authorized with no par value) $15.01 $7.69 $11.56 $13.24 $8.89 $10.61 $6.45 ================================================================================================================================= The Statement of Assets and Liabilities is each Fund's balance sheet and shows the value of what the Fund owns, is due and owes on June 30, 2001. You'll also find the net asset value per share as of that date. See notes to financial statements. Statements of Operations Six months ended June 30, 2001 (Unaudited) - -------------------------------------------------------------------------------------------------------------------------------- V.A. V.A. V.A. V.A. V.A. V.A. V.A. 500 INDEX LARGE CAP MID CAP SMALL CAP INTERNATIONAL REGIONAL BANK HIGH YIELD FUND GROWTH FUND GROWTH FUND GROWTH FUND FUND FUND BOND FUND ----------- ----------- ----------- ----------- ------------- ------------- ----------- Investment Income: Dividends (net of foreign withholding tax of $592, $288, $11, none, $6,579, none and $1,130, respectively) $119,367 $18,031 $7,239 $7,782 $45,360 $132,955 $32,206 Interest 16,871 1,563 3,426 2,967 8,316 14,565 363,443 Securities lending -- -- -- 14,066 3,924 1,581 -- ----------- ----------- ----------- ----------- ------------- ------------- ----------- Total investment income 136,238 19,594 10,665 24,815 57,600 149,101 395,649 - -------------------------------------------------------------------------------------------------------------------------------- Expenses: Investment management fee 25,568 31,324 30,771 56,311 26,093 48,380 19,741 Custodian fee 80,141 7,713 9,276 22,531 61,690 5,049 6,102 Auditing fee 7,438 5,951 5,951 7,438 5,951 5,917 5,951 Miscellaneous 5,237 388 90 159 73 320 162 Printing 2,187 3,303 1,224 578 2,170 830 778 Accounting and legal services fee 2,001 817 803 1,469 568 1,183 644 Organization expense 1,053 1,053 -- 1,053 1,053 -- -- Trustees' fees 683 352 300 503 190 422 194 Legal fees 110 80 45 88 673 71 675 Registration and filing fees 8 352 8 8 40 9 21 Interest expense -- 1,324 252 673 -- 52 -- ----------- ----------- ----------- ----------- ------------- ------------- ----------- Total expenses 124,426 52,657 48,720 90,811 98,501 62,233 34,268 Less expense reductions (88,630) (10,890) (7,693) (15,729) (65,160) -- (6,302) - -------------------------------------------------------------------------------------------------------------------------------- Net expenses 35,796 41,767 41,027 75,082 33,341 62,233 27,966 - -------------------------------------------------------------------------------------------------------------------------------- Net investment income (loss) 100,442 (22,173) (30,362) (50,267) 24,259 86,868 367,683 - -------------------------------------------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments 751,294 (3,369,813) (1,746,838) (1,792,517) (497,721) 577,019 (419,180) Futures (66,957) -- -- -- -- -- -- Foreign currency transactions -- -- -- -- (316,985) -- (9,107) Change in unrealized appreciation (depreciation) on: Investments (2,396,941) 638,393 (725,291) 27,433 (533,372) 170,852 180,171 Futures (36,061) -- -- -- -- -- -- Translation of assets and liabilities in foreign currencies -- -- -- -- 4,430 -- 46,517 ----------- ----------- ----------- ----------- ------------- ------------- ----------- Net realized and unrealized gain (loss) (1,748,665) (2,731,420) (2,472,129) (1,765,084) (1,343,648) 747,871 (201,599) - -------------------------------------------------------------------------------------------------------------------------------- Increase (decrease) in net assets from operations ($1,648,223) ($2,753,593) ($2,502,491) ($1,815,351) ($1,319,389) $834,739 $166,084 ================================================================================================================================ The Statement of Operations summarizes for each of the Funds the investment income earned and expenses incurred in operating the Fund. It also shows net gains (losses) for the period stated. See notes to financial statements. Statements of Changes in Net Assets - ----------------------------------------------------------------------------------------------------------------------------- V.A. V.A. V.A. 500 INDEX FUND LARGE CAP GROWTH FUND MID CAP GROWTH FUND ------------------------ ------------------------ ------------------------ SIX MONTHS SIX MONTHS SIX MONTHS YEAR ENDED YEAR ENDED YEAR ENDED ENDED JUNE 30, ENDED JUNE 30, ENDED JUNE 30, DECEMBER 31, 2001 DECEMBER 31, 2001 DECEMBER 31, 2001 2000 (UNAUDITED) 2000 (UNAUDITED) 2000 (UNAUDITED) ----------- ----------- ----------- ----------- ----------- ----------- Increase (Decrease) in Net Assets: From Operations: Net investment income (loss) $284,283 $100,442 ($116,390) ($22,173) ($55,546) ($30,362) Net realized gain (loss) 510,070 684,337 (1,715,484) (3,369,813) (691,193) (1,746,838) Change in net unrealized appreciation (depreciation) (3,816,126) (2,433,002) (4,414,002) 638,393 (1,246,996) (725,291) ----------- ----------- ----------- ----------- ----------- ----------- Net decrease in net assets resulting from operations (3,021,773) (1,648,223) (6,245,876) (2,753,593) (1,993,735) (2,502,491) ----------- ----------- ----------- ----------- ----------- ----------- Distributions to Shareholders: * From net investment income (279,659) (105,489) -- -- -- -- From net realized gain (92,786) -- (643,661) -- (78,273) -- ----------- ----------- ----------- ----------- ----------- ----------- Total distributions to shareholders (372,445) (105,489) (643,661) -- (78,273) -- ----------- ----------- ----------- ----------- ----------- ----------- From Fund Share Transactions: Shares sold 2,172,521 473,627 5,563,562 237,611 12,664,811 306,649 Shares issued to shareholders in reinvestment of distributions 372,407 105,489 643,661 -- 78,273 -- Less shares repurchased (12,009,903) (5,499,934) (8,885,412) (3,508,388) (5,552,026) (2,970,834) ----------- ----------- ----------- ----------- ----------- ----------- Net increase (decrease) (9,464,975) (4,920,818) (2,678,189) (3,270,777) 7,191,058 (2,664,185) ----------- ----------- ----------- ----------- ----------- ----------- Net Assets: Beginning of period 37,953,216 25,094,023 21,871,932 12,304,206 6,362,800 11,481,850 ----------- ----------- ----------- ----------- ----------- ----------- End of period (including undistributed net investment income (loss) (distributions in excess of net investment income) of $5,007, ($40), ($91), ($22,264), ($8) and ($30,370), respectively) $25,094,023 $18,419,493 $12,304,206 $6,279,836 $11,481,850 $6,315,174 =========== =========== =========== =========== =========== =========== Distributions to Shareholders: Per share dividends from net investment income $0.1530 $0.0825 -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- Per share distributions from net realized gain $0.0585 -- $0.5666 -- $0.1010 -- ----------- ----------- ----------- ----------- ----------- ----------- * Analysis of Fund Share Transactions: Shares sold 123,028 30,367 376,363 27,503 699,219 23,775 Shares issued to shareholders in reinvestment of distributions 21,738 7,183 62,310 -- 5,222 -- Less shares repurchased (694,943) (358,048) (628,273) (408,950) (313,149) (238,537) ----------- ----------- ----------- ----------- ----------- ----------- Net increase (decrease) (550,177) (320,498) (189,600) (381,447) 391,292 (214,762) =========== =========== =========== =========== =========== =========== The Statement of Changes in Net Assets shows how the value of each Fund's net assets has changed since the end of the previous period. The difference reflects earnings less expenses, any investment and foreign currency gains and losses, distributions paid to shareholders, if any, and any increase or decrease in money shareholders invested in each Fund. The footnotes illustrate the number of Fund shares sold, reinvested and repurchased during the last two periods, along with the per share amount of distributions made to shareholders of each Fund for the periods indicated. See notes to financial statements. Statements of Changes in Net Assets (continued) - ----------------------------------------------------------------------------------------------------------------------------- V.A. V.A. V.A. SMALL CAP GROWTH FUND INTERNATIONAL FUND REGIONAL BANK FUND ------------------------ ------------------------ ------------------------ SIX MONTHS SIX MONTHS SIX MONTHS YEAR ENDED YEAR ENDED YEAR ENDED ENDED JUNE 30, ENDED JUNE 30, ENDED JUNE 30, DECEMBER 31, 2001 DECEMBER 31, 2001 DECEMBER 31, 2001 2000 (UNAUDITED) 2000 (UNAUDITED) 2000 (UNAUDITED) ----------- ----------- ----------- ----------- ----------- ----------- Increase (Decrease) in Net Assets: From Operations: Net investment income (loss) ($194,883) ($50,267) $17,595 $24,259 $271,788 $86,868 Net realized gain (loss) (2,221,923) (1,792,517) (451,324) (814,706) (2,865,401) 577,019 Change in net unrealized appreciation (depreciation) (5,140,485) 27,433 (2,179,238) (528,942) 4,087,137 170,852 ----------- ----------- ----------- ----------- ----------- ----------- Net increase (decrease) in net assets resulting from operations (7,557,291) (1,815,351) (2,612,967) (1,319,389) 1,493,524 834,739 ----------- ----------- ----------- ----------- ----------- ----------- Distributions to Shareholders: * From net investment income -- -- (107,471) -- (275,181) (86,394) From net realized gain (1,193,201) -- (238,923) -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- Total distributions to shareholders (1,193,201) -- (346,394) -- (275,181) (86,394) ----------- ----------- ----------- ----------- ----------- ----------- From Fund Share Transactions: Shares sold 18,612,044 445,018 1,932,741 85,169 1,198,441 652,155 Shares issued to shareholders in reinvestment of distributions 1,193,201 -- 346,394 -- 275,181 86,394 Less shares repurchased (12,149,701) (5,088,314) (1,364,748) (1,096,843) (9,253,630) (3,332,081) ----------- ----------- ----------- ----------- ----------- ----------- Net increase (decrease) 7,655,544 (4,643,296) 914,387 (1,011,674) (7,780,008) (2,593,532) ----------- ----------- ----------- ----------- ----------- ----------- Net Assets: Beginning of period 20,866,610 19,771,662 9,374,613 7,329,639 20,295,095 13,733,430 ----------- ----------- ----------- ----------- ----------- ----------- End of period (including undistributed net investment income (loss) (distributions in excess of net investment income) of ($76), ($50,343), ($77,085), ($52,826), ($104) and $370, respectively) $19,771,662 $13,313,015 $7,329,639 $4,998,576 $13,733,430 $11,888,243 =========== =========== =========== =========== =========== =========== Distributions to Shareholders: Per share dividends from net investment income -- -- $0.1684 -- $0.1686 $0.0732 ----------- ----------- ----------- ----------- ----------- ----------- Per share distributions from net realized gain $0.9031 -- $0.3744 -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- * Analysis of Fund Share Transactions: Shares sold 888,422 33,471 131,349 8,932 150,452 65,385 Shares issued to shareholders in reinvestment of distributions 86,905 -- 31,955 -- 33,504 8,780 Less shares repurchased (658,355) (400,835) (104,357) (112,301) (1,166,423) (342,613) ----------- ----------- ----------- ----------- ----------- ----------- Net increase (decrease) 316,972 (367,364) 58,947 (103,369) (982,467) (268,448) =========== =========== =========== =========== =========== =========== See notes to financial statements. Statements of Changes in Net Assets (continued) - -------------------------------------------------------------------------- V.A. HIGH YIELD BOND FUND ------------------------ SIX MONTHS YEAR ENDED ENDED JUNE 30, DECEMBER 31, 2001 2000 (UNAUDITED) ----------- ----------- Increase (Decrease) in Net Assets: From Operations: Net investment income $1,037,461 $367,683 Net realized gain (loss) 141,324 (428,287) Change in net unrealized appreciation (depreciation) (1,666,407) 226,688 ----------- ----------- Net increase (decrease) in net assets resulting from operations (487,622) 166,084 ----------- ----------- Distributions to Shareholders: * From net investment income (1,039,972) (391,044) From net realized gain (241,224) -- ----------- ----------- Total distributions to shareholders (1,281,196) (391,044) ----------- ----------- From Fund Share Transactions: Shares sold 858,489 697,429 Shares issued to shareholders in reinvestment of distributions 1,281,195 387,175 Less shares repurchased (2,438,764) (1,793,918) ----------- ----------- Net decrease (299,080) (709,314) ----------- ----------- Net Assets: Beginning of period 9,286,532 7,218,634 ----------- ----------- End of period (including distributions in excess of net investment income of ($4,802) and ($52,077), respectively) $7,218,634 $6,284,360 =========== =========== Distributions to Shareholders: Per share dividends from net investment income $0.9394 $0.3885 ----------- ----------- Per share distributions from net realized gain $0.2290 -- ----------- ----------- * Analysis of Fund Share Transactions: Shares sold 110,078 105,067 Shares issued to shareholders in reinvestment of distributions 172,859 58,318 Less shares repurchased (320,600) (268,727) ----------- ----------- Net decrease (37,663) (105,342) =========== =========== See notes to financial statements. Financial Highlights Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ------------------------------------------------------------------------------------------------------------------------------ V.A. 500 INDEX FUND -------------------------------------------------------------------------------- SIX MONTHS PERIOD ENDED ENDED YEAR ENDED DECEMBER 31, JUNE 30, DECEMBER 31, -------------------------------------------------- 2001 1996(1) 1997 1998 1999 2000 (UNAUDITED) -------- -------- -------- -------- -------- --------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $10.44 $12.62 $15.23 $18.09 $16.21 -------- -------- -------- -------- -------- -------- Net Investment Income(2) 0.17 0.30 0.20 0.17 0.14 0.07 Net Realized and Unrealized Gain (Loss) on Investments 0.98 2.72 3.37 2.98 (1.81) (1.19) -------- -------- -------- -------- -------- -------- Total from Investment Operations 1.15 3.02 3.57 3.15 (1.67) (1.12) -------- -------- -------- -------- -------- -------- Less Distributions: From Net Investment Income (0.16) (0.30) (0.20) (0.17) (0.15) (0.08) From Net Realized Gain (0.55) (0.54) (0.76) (0.11) (0.06) -- In Excess of Net Realized Gain -- -- -- (0.01) -- -- -------- -------- -------- -------- -------- -------- Total Distributions (0.71) (0.84) (0.96) (0.29) (0.21) (0.08) -------- -------- -------- -------- -------- -------- Net Asset Value, End of Period $10.44 $12.62 $15.23 $18.09 $16.21 $15.01 ======== ======== ======== ======== ======== ======== Total Investment Return(3,4) 11.49%(5) 29.51% 28.44% 20.81% (9.28%) (6.88%)(5) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $4,049 $20,008 $26,457 $37,953 $25,094 $18,419 Ratio of Expenses to Average Net Assets 0.60%(6) 0.36% 0.35% 0.35% 0.35% 0.35%(6) Ratio of Adjusted Expenses to Average Net Assets(7) 1.31%(6) 0.83% 0.92% 0.75% 0.93% 1.22%(6) Ratio of Net Investment Income to Average Net Assets 4.57%(6) 2.45% 1.44% 1.06% 0.86% 0.98%(6) Portfolio Turnover Rate 0% 9% 47% 5% 7% 3% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) The total returns would have been lower had certain expenses not been reduced during the periods shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ------------------------------------------------------------------------------------------------------------------------------ V.A. LARGE CAP GROWTH FUND -------------------------------------------------------------------------------- SIX MONTHS PERIOD ENDED ENDED YEAR ENDED DECEMBER 31, JUNE 30, DECEMBER 31, -------------------------------------------------- 2001 1996(1) 1997 1998 1999 2000 (UNAUDITED) -------- -------- -------- -------- -------- --------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $9.39 $10.73 $13.37 $15.77 $10.27 -------- -------- -------- -------- -------- -------- Net Investment Loss(2) (0.01) (0.04) --(3) (0.04) (0.08) (0.02) Net Realized and Unrealized Gain (Loss) on Investments (0.60) 1.38 2.64 2.80 (4.85) (2.56) -------- -------- -------- -------- -------- -------- Total from Investment Operations (0.61) 1.34 2.64 2.76 (4.93) (2.58) -------- -------- -------- -------- -------- -------- Less Distributions: From Net Realized Gain -- -- -- (0.36) (0.57) -- -------- -------- -------- -------- -------- -------- Net Asset Value, End of Period $9.39 $10.73 $13.37 $15.77 $10.27 $7.69 ======== ======== ======== ======== ======== ======== Total Investment Return(4) (6.10%)(5,6) 14.27%(6) 24.60%(6) 20.71%(6) (31.30%) (25.12%)(5,6) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $994 $3,733 $10,372 $21,872 $12,304 $6,280 Ratio of Expenses to Average Net Assets 1.00%(7) 1.00% 1.00% 1.00% 0.96% 1.00%(7) Ratio of Adjusted Expenses to Average Net Assets(8) 4.76%(7) 2.37% 1.33% 1.02% -- 1.26%(7) Ratio of Net Investment Loss to Average Net Assets (0.23%)(7) (0.39%) (0.00%) (0.25%) (0.59%) (0.53%)(7) Portfolio Turnover Rate 68% 136% 176% 172% 170% 38% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total return would have been lower had certain expenses not been reduced during the period shown (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ---------------------------------------------------------------------------------------------------------------- V.A. MID CAP GROWTH FUND -------------------------------------------------------- SIX MONTHS PERIOD ENDED ENDED YEAR ENDED DECEMBER 31, JUNE 30, DECEMBER 31, ------------------------ 2001 1998(1) 1999 2000 (UNAUDITED) -------- -------- -------- -------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $11.03 $17.21 $15.09 -------- -------- -------- -------- Net Investment Income (Loss)(2) 0.01 (0.03) (0.08) (0.05) Net Realized and Unrealized Gain (Loss) on Investments 1.03 6.23 (1.94) (3.48) -------- -------- -------- -------- Total from Investment Operations 1.04 6.20 (2.02) (3.53) -------- -------- -------- -------- Less Distributions: From Net Investment Income (0.01) -- -- -- From Net Realized Gain -- (0.02) (0.10) -- Tax Return of Capital --(3) -- -- -- -------- -------- -------- -------- Total Distributions (0.01) (0.02) (0.10) -- -------- -------- -------- -------- Net Asset Value, End of Period $11.03 $17.21 $15.09 $11.56 ======== ======== ======== ======== Total Investment Return(4,5) 10.35%(6) 56.18% (11.73%) (23.39%)(6) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $1,779 $6,363 $11,482 $6,315 Ratio of Expenses to Average Net Assets 1.00%(7) 1.00% 1.00% 1.00%(7) Ratio of Adjusted Expenses to Average Net Assets(8) 4.23%(7) 2.36% 1.10% 1.19%(7) Ratio of Net Investment Income (Loss) to Average Net Assets 0.06%(7) (0.23%) (0.42%) (0.74%)(7) Portfolio Turnover Rate 103% 136% 155% 71% (1) Commenced operations on January 7, 1998. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) The total returns would have been lower had certain expenses not been reduced during the periods shown. (6) Not annualized. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ------------------------------------------------------------------------------------------------------------------------------ V.A. SMALL CAP GROWTH FUND -------------------------------------------------------------------------------- SIX MONTHS PERIOD ENDED ENDED YEAR ENDED DECEMBER 31, JUNE 30, DECEMBER 31, -------------------------------------------------- 2001 1996(1) 1997 1998 1999 2000 (UNAUDITED) -------- -------- -------- -------- -------- --------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $9.32 $10.35 $12.00 $19.76 $14.40 -------- -------- -------- -------- -------- -------- Net Investment Income (Loss)(2) 0.02 (0.02) (0.06) (0.10) (0.13) (0.04) Net Realized and Unrealized Gain (Loss) on Investments (0.68) 1.05 1.71 8.29 (4.33) (1.12) -------- -------- -------- -------- -------- -------- Total from Investment Operations (0.66) 1.03 1.65 8.19 (4.46) (1.16) -------- -------- -------- -------- -------- -------- Less Distributions: From Net Investment Income (0.02) --(3) -- -- -- -- From Net Realized Gain -- -- -- (0.43) (0.90) -- -------- -------- -------- -------- -------- -------- Total Distributions to Shareholders (0.02) -- -- (0.43) (0.90) -- -------- -------- -------- -------- -------- -------- Net Asset Value, End of Period $9.32 $10.35 $12.00 $19.76 $14.40 $13.24 ======== ======== ======== ======== ======== ======== Total Investment Return(4,5) (6.62%)(6) 11.06% 15.94% 68.52% (22.33%) (8.06%)(6) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $975 $3,841 $8,232 $20,867 $19,772 $13,313 Ratio of Expenses to Average Net Assets 1.00%(7) 1.00% 1.00% 1.00% 1.00% 1.00%(7) Ratio of Adjusted Expenses to Average Net Assets(8) 5.19%(7) 2.72% 1.63% 1.38% 1.10% 1.21%(7) Ratio of Net Investment Income (Loss) to Average Net Assets 0.62%(7) (0.16%) (0.59%) (0.76%) (0.68%) (0.67%)(7) Portfolio Turnover Rate 31% 79% 93% 120% 104% 40% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) The total returns would have been lower had certain expenses not been reduced during the periods shown. (6) Not annualized. (7) Annualized. (8) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ------------------------------------------------------------------------------------------------------------------------------ V.A. INTERNATIONAL FUND -------------------------------------------------------------------------------- SIX MONTHS PERIOD ENDED ENDED YEAR ENDED DECEMBER 31, JUNE 30, DECEMBER 31, -------------------------------------------------- 2001 1996(1) 1997 1998 1999 2000 (UNAUDITED) -------- -------- -------- -------- -------- --------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $11.23 $10.50 $12.18 $15.45 $11.01 -------- -------- -------- -------- -------- -------- Net Investment Income(2) 0.07 0.05 0.07 0.07 0.03 0.04 Net Realized and Unrealized Gain (Loss) on Investments 1.20 (0.13) 1.69 3.75 (3.93) (2.16) -------- -------- -------- -------- -------- -------- Total from Investment Operations 1.27 (0.08) 1.76 3.82 (3.90) (2.12) -------- -------- -------- -------- -------- -------- Less Distributions: From Net Investment Income (0.04) (0.01) (0.07) (0.08) (0.17) -- In Excess of Net Investment Income -- -- (0.01) (0.02) -- -- From Net Realized Gain -- (0.64) -- (0.45) (0.37) -- -------- -------- -------- -------- -------- -------- Total Distributions (0.04) (0.65) (0.08) (0.55) (0.54) -- -------- -------- -------- -------- -------- -------- Net Asset Value, End of Period $11.23 $10.50 $12.18 $15.45 $11.01 $8.89 ======== ======== ======== ======== ======== ======== Total Investment Return(3,4) 12.75%(5) (0.54%) 16.75% 31.55% (25.17%) (19.26%)(5) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $2,267 $3,792 $7,201 $9,375 $7,330 $4,999 Ratio of Expenses to Average Net Assets 1.15%(6) 1.15% 1.15% 1.15% 1.15% 1.15%(6) Ratio of Adjusted Expenses to Average Net Assets(7) 3.13%(6) 2.04% 3.13% 2.51% 3.24% 3.40%(6) Ratio of Net Investment Income to Average Net Assets 2.03%(6) 0.43% 0.59% 0.52% 0.19% 0.84%(6) Portfolio Turnover Rate 14% 273% 89% 116% 177% 176% (1) Commenced operations on August 29, 1996. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) The total returns would have been lower had certain expenses not been reduced during the periods shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ---------------------------------------------------------------------------------------------------------------- V.A. REGIONAL BANK FUND -------------------------------------------------------- SIX MONTHS PERIOD ENDED ENDED YEAR ENDED DECEMBER 31, JUNE 30, DECEMBER 31, ------------------------ 2001 1998(1) 1999 2000 (UNAUDITED) -------- -------- -------- -------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $9.28 $8.56 $9.89 -------- -------- -------- -------- Net Investment Income(2) 0.09 0.12 0.16 0.07 Net Realized and Unrealized Gain (Loss) on Investments (0.74) (0.57) 1.34 0.72 -------- -------- -------- -------- Total from Investment Operations (0.65) (0.45) 1.50 0.79 -------- -------- -------- -------- Less Distributions: From Net Investment Income (0.07) (0.12) (0.17) (0.07) From Net Realized Gain --(3) (0.15) -- -- -------- -------- -------- -------- Total Distributions (0.07) (0.27) (0.17) (0.07) -------- -------- -------- -------- Net Asset Value, End of Period $9.28 $8.56 $9.89 $10.61 ======== ======== ======== ======== Total Investment Return(4) (6.43%)(5,6) (4.86%) 17.91% 8.10%(5) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $20,256 $20,295 $13,733 $11,888 Ratio of Expenses to Average Net Assets 1.05%(7) 1.00% 1.01% 1.03%(7) Ratio of Adjusted Expenses to Average Net Assets(8) 1.14%(7) -- -- -- Ratio of Net Investment Income to Average Net Assets 1.39%(7) 1.30% 1.92% 1.44%(7) Portfolio Turnover Rate 28% 49% 32% 9% (1) Commenced operations on May 1, 1998. (2) Based on the average of the shares outstanding at the end of each month. (3) Less than $0.01 per share. (4) Assumes dividend reinvestment. (5) Not annualized. (6) The total return would have been lower had certain expenses not been reduced during the period shown (7) Annualized. (8) Does not take into consideration expense reductions during the period shown See notes to financial statements. Financial Highlights (continued) Selected data for a share of beneficial interest outstanding throughout each period indicated, investment returns, key ratios and supplemental data are listed as follows: - ---------------------------------------------------------------------------------------------------------------- V.A. HIGH YIELD BOND FUND -------------------------------------------------------- SIX MONTHS PERIOD ENDED ENDED YEAR ENDED DECEMBER 31, JUNE 30, DECEMBER 31, ------------------------ 2001 1998(1) 1999 2000 (UNAUDITED) -------- -------- -------- -------- Per Share Operating Performance Net Asset Value, Beginning of Period $10.00 $8.22 $8.31 $6.68 -------- -------- -------- -------- Net Investment Income(2) 0.90 0.88 0.94 0.36 Net Realized and Unrealized Gain (Loss) on Investments (1.82) 0.16 (1.40) (0.20) -------- -------- -------- -------- Total from Investment Operations (0.92) 1.04 (0.46) 0.16 -------- -------- -------- -------- Less Distributions: From Net Investment Income (0.84) (0.88) (0.94) (0.39) From Net Realized Gain -- (0.07) (0.23) -- Tax Return of Capital (0.02) -- -- -- -------- -------- -------- -------- Total Distributions (0.86) (0.95) (1.17) (0.39) -------- -------- -------- -------- Net Asset Value, End of Period $8.22 $8.31 $6.68 $6.45 ======== ======== ======== ======== Total Investment Return(3,4) (9.80%)(5) 13.12% (6.08%) 2.46%(5) Ratios and Supplemental Data Net Assets, End of Period (000s omitted) $8,120 $9,287 $7,219 $6,284 Ratio of Expenses to Average Net Assets 0.85%(6) 0.85% 0.85% 0.85%(6) Ratio of Adjusted Expenses to Average Net Assets(7) 1.15%(6) 1.03% 1.24% 1.04%(6) Ratio of Net Investment Income to Average Net Assets 9.85%(6) 10.56% 12.12% 11.18%(6,8) Portfolio Turnover Rate 102% 122% 56% 33% (1) Commenced operations on January 6, 1998. (2) Based on the average of the shares outstanding at the end of each month. (3) Assumes dividend reinvestment. (4) The total returns would have been lower had certain expenses not been reduced during the periods shown. (5) Not annualized. (6) Annualized. (7) Does not take into consideration expense reductions during the periods shown. (8) Had the Fund not amortized premiums on debt securities, the annualized ratio of net investment income to average net assets would have been 11.40% See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. 500 Index Fund Schedule of Investments June 30, 2001 (Unaudited) - ------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. 500 Index Fund on June 30, 2001. It is divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- -------------- -------------- COMMON STOCKS Advertising (0.29%) Interpublic Group of Companies, Inc. (The) 607 $17,815 Omnicom Group, Inc. 300 25,800 TMP Worldwide, Inc.* 172 10,320 -------------- 53,935 -------------- Aerospace (1.18%) Boeing Co. (The) 1,411 78,452 General Dynamics Corp. 325 25,288 Goodrich (B.F.) Co. (The) 167 6,343 Lockheed Martin Corp. 702 26,009 Northrop Grumman Corp. 138 11,054 Raytheon Co. 575 15,266 United Technologies Corp. 761 55,751 -------------- 218,163 -------------- Automobiles/Trucks (0.94%) Cummins Engine Co., Inc. 67 2,593 Dana Corp. 239 5,578 Delphi Automotive Systems Corp. 906 14,433 Eaton Corp. 111 7,781 Ford Motor Co. 2,959 72,643 General Motors Corp. 887 57,078 PACCAR, Inc. 124 6,376 Ryder System, Inc. 98 1,921 Visteon Corp. 212 3,897 -------------- 172,300 -------------- Banks - United States (5.40%) AmSouth Bancorp. 599 11,076 Bank of America Corp. 2,592 155,598 Bank of New York Co., Inc. 1,190 57,120 Bank One Corp. 1,885 67,483 BB&T Corp. 659 24,185 Comerica, Inc. 289 16,646 Fifth Third Bancorp 931 55,907 First Union Corp. 1,587 55,450 FleetBoston Financial Corp. 1,752 69,116 Huntington Bancshares, Inc. 406 6,638 KeyCorp. 687 17,896 Mellon Financial Corp. 772 35,512 National City Corp. 972 29,918 Northern Trust Corp. 360 22,500 PNC Bank Corp. 467 30,724 Regions Financial Corp. 368 11,776 SouthTrust Corp. 550 14,300 State Street Corp. 526 26,032 SunTrust Banks, Inc. 472 30,576 Synovus Financial Corp. 469 14,717 U.S. Bancorp 3,082 70,239 Union Planters Corp. 222 9,679 Wachovia Corp. 340 24,191 Wells Fargo Co. 2,776 128,890 Zions Bancorp. 149 8,791 -------------- 994,960 -------------- Beverages (2.04%) Anheuser-Busch Cos., Inc. 1,452 59,822 Brown-Forman Corp. 111 7,097 Coca-Cola Co. (The) 4,023 181,035 Coca-Cola Enterprises, Inc. 680 11,118 Coors (Adolph) Co. (Class B) 60 3,011 Pepsi Bottling Group, Inc. 233 9,343 PepsiCo, Inc. 2,368 104,666 -------------- 376,092 -------------- Broker Services (1.47%) Bear Stearns Cos., Inc. 170 10,025 Lehman Brothers Holdings, Inc. 399 31,022 Merrill Lynch & Co., Inc. 1,357 80,402 Morgan Stanley Dean Witter & Co. 1,800 115,614 Schwab (Charles) Corp. 2,242 34,303 -------------- 271,366 -------------- Building (0.60%) Black & Decker Corp. 131 5,169 Centex Corp. 96 3,912 Danaher Corp. 231 12,936 Georgia-Pacific Corp. 365 12,355 Kaufman & Broad Home Corp. 72 2,172 Louisiana-Pacific Corp. 169 1,982 Masco Corp. 744 18,570 Pulte Corp. 68 2,899 Sherwin-Williams Co. 253 5,617 Snap-on, Inc. 93 2,247 Stanley Works (The) 138 5,779 Vulcan Materials Co. 163 8,761 Weyerhauser Co. 348 19,130 Willamette Industries, Inc. 177 8,762 -------------- 110,291 -------------- Business Services - Misc. (0.50%) Block, H&R, Inc. 148 9,553 Cendant Corp.* 1,378 26,871 Convergys Corp.* 276 8,349 Equifax, Inc. 232 8,510 Moody's Corp. 255 8,543 Paychex, Inc. 604 24,160 Robert Half International, Inc. 284 7,069 -------------- 93,055 -------------- Chemicals (0.69%) Air Products & Chemicals, Inc. 369 16,882 Dow Chemical Co. 1,452 48,279 Eastman Chemical Co. 125 5,954 Engelhard Corp. 211 5,442 FMC Corp.* 50 3,428 Great Lakes Chemical Corp. 81 2,499 Hercules, Inc. 175 1,978 PPG Industries, Inc. 272 14,299 Praxair, Inc. 260 12,220 Rohm & Haas Co. 356 11,712 Sigma-Aldrich Corp. 122 4,712 -------------- 127,405 -------------- Computers (12.17%) Adobe Systems, Inc. 387 18,189 Apple Computer, Inc.* 564 13,113 Autodesk, Inc. 87 3,245 Automatic Data Processing, Inc. 1,010 50,197 BMC Software, Inc.* 394 8,881 BroadVision, Inc.* 442 2,210 Cabletron Systems, Inc.* 305 6,969 Cisco Systems, Inc.* 11,837 215,433 Citrix Systems, Inc.* 299 10,435 Compaq Computer Corp. 2,732 42,319 Computer Associates International, Inc. 932 33,552 Computer Sciences Corp.* 273 9,446 Compuware Corp.* 595 8,324 Dell Computer Corp.* 4,207 110,013 Electronic Data Systems Corp. 757 47,313 EMC Corp.* 3,569 103,679 First Data Corp. 634 40,735 Fiserv, Inc.* 201 12,860 Gateway 2000, Inc.* 522 8,587 Hewlett-Packard Co. 3,142 89,861 IMS Health, Inc. 477 13,595 International Business Machines Corp. 2,810 317,530 Intuit, Inc.* 337 13,477 Lexmark International Group, Inc. (Class A)* 207 13,921 Mercury Interactive Corp.* 134 8,027 Microsoft Corp.* 8,704 635,392 NCR Corp.* 156 7,332 Network Appliance, Inc.* 526 7,206 Novell, Inc.* 514 2,925 Oracle Corp.* 9,079 172,501 Palm, Inc.* 917 5,566 Parametric Technology Corp.* 427 5,974 PeopleSoft, Inc.* 475 23,384 Sabre Holdings Corp.* 215 10,750 Sapient Corp.* 199 1,940 Siebel Systems, Inc.* 733 34,378 Sun Microsystems, Inc.* 5,267 82,797 Unisys Corp.* 512 7,532 VERITAS Software Corp.* 643 42,779 -------------- 2,242,367 -------------- Consumer Products - Misc. (0.01%) American Greetings Corp. (Class A) 103 1,133 -------------- Containers (0.08%) Ball Corp. 45 2,140 Bemis Co., Inc. 85 3,414 Pactiv Corp.* 257 3,444 Sealed Air Corp.* 135 5,029 -------------- 14,027 -------------- Cosmetics & Personal Care (0.41%) Alberto Culver Co. (Class B) 92 3,868 Avon Products, Inc. 384 17,772 Gillette Co. 1,705 49,428 International Flavors & Fragrances, Inc. 155 3,895 -------------- 74,963 -------------- Diversified Operations (2.57%) Crane Co. 97 3,007 Du Pont (E.I.) De Nemours & Co. 1,687 81,381 Fortune Brands, Inc. 247 9,475 Honeywell International, Inc. 1,309 45,802 Illinois Tool Works, Inc. 492 31,144 ITT Industries, Inc. 142 6,284 Johnson Controls, Inc. 140 10,146 Loews Corp. 319 20,553 Minnesota Mining & Manufacturing Co. 640 73,024 National Service Industries, Inc. 67 1,512 Textron, Inc. 228 12,549 TRW, Inc. 202 8,282 Tyco International Ltd. 3,132 170,694 -------------- 473,853 -------------- Electronics (9.49%) Advanced Micro Devices, Inc.* 556 16,057 Agilent Technologies, Inc.* 739 24,018 Altera Corp.* 625 18,125 American Power Conversion Corp.* 315 4,961 Analog Devices, Inc.* 582 25,172 Applied Materials, Inc.* 1,315 64,567 Applied Micro Circuits Corp.* 486 8,359 Broadcom Corp. (Class A)* 421 18,002 Conexant Systems, Inc.* 400 3,580 Emerson Electric Co. 693 41,927 General Electric Co. 16,065 783,169 Grainger (W.W.), Inc. 154 6,339 Intel Corp. 10,876 318,123 Jabil Circuit, Inc.* 309 9,536 KLA-Tencor Corp.* 300 17,541 Linear Technology Corp. 514 22,729 LSI Logic Corp.* 584 10,979 Maxim Integrated Products, Inc.* 531 23,476 Micron Technology, Inc. 964 39,620 Molex Inc. 316 11,543 Motorola, Inc. 3,552 58,821 National Semiconductor Corp.* 280 8,154 Novellus Systems, Inc.* 230 13,062 Parker-Hannifin Corp. 189 8,021 PerkinElmer, Inc. 163 4,487 Power-One, Inc.* 127 2,113 QLogic Corp.* 149 9,603 Rockwell International Corp. 296 11,284 Sanmina Corp.* 517 12,103 Solectron Corp.* 1,057 19,343 Tektronix, Inc. 152 4,127 Teradyne, Inc.* 282 9,334 Texas Instruments, Inc. 2,808 88,452 Thomas & Betts Corp. 94 2,075 Vitesse Semiconductor Corp.* 297 6,249 Xilinx, Inc.* 538 22,187 -------------- 1,747,234 -------------- Energy (0.20%) Calpine Corp.* 483 18,257 Mirant Corp.* 549 18,886 -------------- 37,143 -------------- Engineering (0.03%) Fluor Corp. 128 5,779 -------------- Fiber Optics (0.14%) JDS Uniphase Corp.* 2,129 26,613 -------------- Finance (5.20%) American Express Co. 2,140 83,032 Capital One Financial Corp. 337 20,220 Charter One Financial, Inc. 334 10,655 Citigroup, Inc. 8,133 429,748 Concord EFS, Inc.* 390 20,284 Franklin Resources, Inc. 428 19,590 Golden West Financial Corp. 257 16,510 Household International, Inc. 750 50,025 J.P. Morgan Chase & Co. 3,211 143,211 MBNA Corp. 1,378 45,405 Price (T. Rowe) Associates, Inc. 199 7,441 Providian Financial Corp. 462 27,350 Stilwell Financial, Inc. 355 11,914 USA Education, Inc. 264 19,272 Washington Mutual, Inc. 1,419 53,283 -------------- 957,940 -------------- Food (1.38%) Archer-Daniels-Midland Co. 1,022 13,286 Campbell Soup Co. 660 16,995 ConAgra, Inc. 869 17,215 General Mills, Inc. 460 20,139 Heinz (H.J.) Co. 564 23,062 Hershey Foods Corp. 221 13,638 Kellogg Co. 656 19,024 Quaker Oats Co. 214 19,528 Ralston Purina Group 501 15,040 Sara Lee Corp. 1,272 24,092 Unilever NV, American Depositary Receipts (ADR) (Netherlands) 924 55,043 Wrigley (WM) Jr. Co. 365 17,100 -------------- 254,162 -------------- Furniture (0.04%) Leggett & Platt, Inc. 317 6,984 -------------- Household (0.13%) Maytag Corp. 123 3,599 Newell Rubbermaid, Inc. 431 10,818 Tupperware Corp. 94 2,202 Whirlpool Corp. 108 6,750 -------------- 23,369 -------------- Instruments - Scientific (0.11%) Applera Corp. - Applied Biosystems Group 341 9,122 Millipore Corp. 76 4,710 Thermo Electron Corp.* 293 6,452 -------------- 20,284 -------------- Insurance (4.22%) Aetna, Inc. 230 5,950 AFLAC, Inc. 850 26,767 Allstate Corp. (The) 1,172 51,556 Ambac Financial Group, Inc. 171 9,952 American General Corp. 807 37,485 American International Group, Inc. 3,770 324,220 Aon Corp. 424 14,840 Chubb Corp. (The) 283 21,913 CIGNA Corp. 242 23,188 Cincinnati Financial Corp. 260 10,270 Conseco, Inc. 546 7,453 Hartford Financial Services Group, Inc. (The) 383 26,197 Jefferson Pilot Corp 246 11,887 John Hancock Financial Services, Inc. 498 20,049 Lincoln National Corp. 304 15,732 Marsh & McLennan Cos., Inc. 446 45,046 MBIA, Inc. 240 13,363 MetLife, Inc. 1,213 37,579 MGIC Investment Corp. 173 12,567 Progressive Corp. 119 16,088 SAFECO Corp. 207 6,107 St. Paul Cos., Inc. (The) 347 17,589 Torchmark Corp. 203 8,163 UnumProvident Corp. 390 12,527 -------------- 776,488 -------------- Internet Services (2.16%) America Online, Inc.* 7,166 379,798 Yahoo! Inc.* 917 18,331 -------------- 398,129 -------------- Leisure (1.28%) Brunswick Corp. 142 3,412 Carnival Corp. (Class A) 946 29,042 Disney (Walt) Co., (The) 3,380 97,648 Eastman Kodak Co. 469 21,893 Harley-Davidson, Inc. 489 23,022 Harrah's Entertainment, Inc.* 190 6,707 Hasbro, Inc. 279 4,032 Hilton Hotels Corp. 597 6,925 Marriott International, Inc. (Class A) 394 18,652 Mattel, Inc. 697 13,187 Starwood Hotels & Resorts Worldwide, Inc. 321 11,967 -------------- 236,487 -------------- Linen Supply & Related (0.07%) Cintas Corp. 273 12,626 -------------- Machinery (0.39%) Caterpiller Tractor, Inc. 555 27,778 Cooper Industries, Inc. 151 5,978 Deere & Co. 380 14,383 Dover Corp. 329 12,387 Ingersoll-Rand Co. 259 10,671 -------------- 71,197 -------------- Media (2.10%) Clear Channel Communications, Inc.* 950 59,565 Comcast Corp. 1,528 66,315 Dow Jones & Co., Inc. 140 8,359 Gannett Co., Inc. 428 28,205 Knight-Ridder, Inc. 118 6,997 McGraw-Hill Cos., Inc. (The) 316 20,903 Meredith Corp. 80 2,865 New York Times Co. (Class A) 258 10,836 Tribune Co. 483 19,325 Univision Communications, Inc. (Class A)* 337 14,417 Viacom, Inc. (Class B)* 2,879 148,988 -------------- 386,775 -------------- Medical (12.26%) Abbott Laboratories 2,505 120,265 Allergan, Inc. 213 18,211 American Home Products Corp. 2,126 124,243 Medical (continued) Amgen, Inc.* 1,687 102,367 Bard (C.R.), Inc. 82 4,670 Bausch & Lomb, Inc. 87 3,153 Baxter International, Inc. 958 46,942 Becton, Dickinson & Co. 417 14,924 Biogen, Inc.* 240 13,046 Biomet, Inc. 289 13,889 Boston Scientific Corp.* 649 11,033 Bristol-Myers Squibb Co. 3,143 164,379 Cardinal Health, Inc. 721 49,749 Chiron Corp.* 307 15,657 Forest Laboratories, Inc.* 285 20,235 Guidant Corp. 497 17,892 HCA - The Healthcare Co. 869 39,270 HEALTHSOUTH Corp.* 630 10,061 Humana, Inc.* 275 2,709 Johnson & Johnson 4,897 244,850 King Pharmaceuticals, Inc.* 277 14,889 Lilly (Eli) & Co. 1,818 134,532 Manor Care, Inc.* 166 5,270 McKesson HBOC, Inc. 461 17,112 MedImmune, Inc.* 344 16,237 Medtronic, Inc. 1,955 89,950 Merck & Co., Inc. 3,708 236,978 Pall Corp. 199 4,682 Pfizer Inc. 10,210 408,910 Pharmacia Corp. 2,104 96,679 Quintiles Transnational Corp.* 189 4,772 Schering-Plough Corp. 2,366 85,744 St. Jude Medical, Inc.* 139 8,340 Stryker Corp. 317 17,387 Tenet Healthcare Corp.* 524 27,033 UnitedHealth Group, Inc. 513 31,678 Watson Pharmaceutical, Inc.* 171 10,540 Wellpoint Health Networks, Inc.* 102 9,612 -------------- 2,257,890 -------------- Metal (0.64%) Alcan Aluminium Ltd. (Canada) 516 21,682 Alcoa Inc. 1,396 55,002 Barrick Gold Corp. (Canada) 640 9,696 Freeport-McMoran Copper & Gold, Inc. (Class B)* 233 2,575 Homestake Mining Co. 426 3,302 Inco, Ltd. (Canada) 294 5,074 Newmont Mining Corp. 316 5,881 Phelps Dodge Corp. 127 5,271 Placer Dome, Inc. (Canada) 530 5,194 Timken Co. (The) 97 1,643 Worthington Industries, Inc. 138 1,877 -------------- 117,197 -------------- Mortgage Banking (1.22%) Countrywide Credit Industries, Inc. 192 8,809 Fannie Mae 1,618 137,773 Freddie Mac 1,120 78,400 -------------- 224,982 -------------- Office (0.22%) Avery Dennison Corp. 178 9,087 Deluxe Corp. 114 3,295 Pitney Bowes, Inc. 399 16,806 Xerox Corp. 1,123 10,747 -------------- 39,935 -------------- Oil & Gas (6.96%) Amerada Hess Corp. 144 11,635 Anadarko Petroleum Corp. 405 21,882 Apache Corp. 203 10,302 Ashland, Inc. 113 4,531 Baker Hughes, Inc. 543 18,190 Burlington Resources, Inc. 342 13,663 Chevron Corp. 1,037 93,848 Conoco, Inc. (Class B) 1,010 29,189 Devon Energy Corp. 209 10,972 El Paso Energy Corp. 823 43,240 Enron Corp. 1,207 59,143 EOG Resources, Inc. 188 6,683 Exxon Mobil Corp. 5,579 487,326 Halliburton Co. 694 24,706 Kerr-McGee Corp. 153 10,139 McDermott International, Inc. 99 1,153 Nabors Industries, Inc.* 238 8,854 Noble Drilling Corp.* 217 7,107 Occidental Petroleum Corp. 599 15,927 Phillips Petroleum Co. 414 23,598 Rowan Cos., Inc.* 153 3,381 Royal Dutch Petroleum Co. (ADR) (Netherlands) 3,468 202,080 Schlumberger Ltd. 927 48,807 Sunoco, Inc. 136 4,982 Texaco, Inc. 891 59,341 Tosco Corp. 250 11,012 Transocean Sedco Forex, Inc. 514 21,202 Unocal Corp. 394 13,455 USX - Marathon Group 499 14,725 -------------- 1,281,073 -------------- Paper & Paper Products (0.51%) Boise Cascade Corp. 93 3,271 International Paper Co. 781 27,882 Kimberly-Clark Corp. 861 48,130 Mead Corp. (The) 160 4,342 Potlatch Corp. 46 1,583 Temple-Inland, Inc. 80 4,263 Westvaco Corp. 163 3,959 -------------- 93,430 -------------- Pollution Control (0.20%) Allied Waste Industries, Inc.* 319 5,959 Waste Management, Inc. 1,012 31,190 -------------- 37,149 -------------- Printing - Commercial (0.03%) Donnelley (R.R.) & Sons 190 5,643 -------------- Retail (6.80%) Albertson's, Inc. 655 19,643 AutoZone, Inc.* 181 6,788 Bed Bath & Beyond, Inc.* 467 14,570 Best Buy Co., Inc.* 339 21,533 Big Lots, Inc.* 183 2,503 Circuit City Stores - Circuit City Group 336 6,048 Costco Wholesale Corp. 728 29,906 CVS Corp. 636 24,550 Darden Restaurants, Inc. 191 5,329 Dillards, Inc. 138 2,107 Dollar General Corp. 535 10,433 Federated Department Stores, Inc.* 320 13,600 Gap, Inc. (The) 1,390 40,310 Genuine Parts Co. 278 8,757 Home Depot, Inc. (The) 3,774 175,680 Kmart Corp.* 792 9,084 Kohl's Corp.* 539 33,811 Kroger Co.* 1,311 32,775 Limited, Inc. (The) 690 11,399 Longs Drug Stores Corp. 61 1,315 Lowe's Cos., Inc. 622 45,126 May Department Stores 483 16,548 McDonald's Corp. 2,092 56,610 Nordstrom, Inc. 216 4,007 Office Depot, Inc.* 481 4,993 Penney (J. C.) Co., Inc. 425 11,203 RadioShack Corp. 300 9,150 Reebok International Ltd.* 95 3,035 Safeway, Inc.* 817 39,216 Sears, Roebuck & Co. 531 22,467 Staples, Inc.* 738 11,801 Starbucks Corp.* 615 14,145 SUPERVALU, Inc. 214 3,756 SYSCO Corp. 1,088 29,539 Target Corp. 1,454 50,308 Tiffany & Co. 236 8,548 TJX Cos., Inc. 453 14,437 Toys R Us, Inc.* 320 7,920 Tricon Global Restaurants, Inc.* 238 10,448 Walgreen Co. 1,646 56,211 Wal-Mart Stores, Inc. 7,231 352,873 Wendy's International, Inc. 184 4,699 Winn-Dixie Stores, Inc. 227 5,932 -------------- 1,253,113 -------------- Rubber - Tires & Misc. (0.05%) Cooper Tire & Rubber Co. 117 1,661 Goodyear Tire & Rubber Co. (The) 257 7,196 -------------- 8,857 -------------- Shoes & Related Apparel (0.10%) Nike, Inc. (Class B) 439 18,434 -------------- Soap & Cleaning Preparations (1.13%) Clorox Co. 383 12,965 Colgate-Palmolive Co. 907 53,504 Ecolab, Inc. 206 8,440 Procter & Gamble Co. (The) 2,095 133,661 -------------- 208,570 -------------- Steel (0.06%) Allegheny Technologies, Inc. 130 2,352 Nucor Corp. 125 6,111 USX-U.S. Steel Group, Inc. 144 2,902 -------------- 11,365 -------------- Telecommunications (4.69%) ADC Telecommunications, Inc.* 1,264 8,342 Andrew Corp.* 132 2,435 AT&T Corp. 5,580 122,760 Avaya, Inc.* 459 6,288 CenturyTel, Inc. 228 6,908 Citizens Communications Co. 461 5,546 Comverse Technology, Inc.* 277 15,817 Corning, Inc.* 1,504 25,132 Global Crossing Ltd.* (Bermuda) 1,434 12,390 Lucent Technologies, Inc. 5,508 34,150 Nextel Communications, Inc. (Class A)* 1,237 21,648 Nortel Networks Corp. (Canada) 5,153 46,841 QUALCOMM, Inc.* 1,225 71,638 Qwest Communications International, Inc.* 2,687 85,635 Scientific-Atlanta, Inc. 263 10,678 Sprint Corp. 1,515 36,587 Sprint PCS* 1,433 30,609 Symbol Technologies, Inc. 366 8,125 Tellabs, Inc.* 662 12,830 Verizon Communications, Inc. 4,374 234,009 WorldCom, Inc.* 4,671 66,328 -------------- 864,696 -------------- Textile (0.06%) Liz Claiborne, Inc. 85 4,288 VF Corp. 181 6,585 -------------- 10,873 -------------- Tobacco (1.02%) Philip Morris Cos., Inc. 3,558 180,569 UST, Inc. 264 7,619 -------------- 188,188 -------------- Transport (0.72%) AMR Corp.* 249 8,996 Burlington Northern Santa Fe Corp. 634 19,128 CSX Corp. 345 12,503 Delta Air Lines, Inc. 199 8,772 FedEx Corp.* 497 19,979 Navistar International Corp.* 96 2,700 Norfolk Southern Corp. 622 12,875 Southwest Airlines Co. 1,232 22,780 Union Pacific Corp. 401 22,019 US Airways Group, Inc.* 109 2,649 -------------- 132,401 -------------- Utilities (4.87%) AES Corp. (The)* 861 37,066 Allegheny Energy, Inc. 202 9,747 ALLTEL Corp. 506 30,998 Ameren Corp. 222 9,479 American Electric Power Co., Inc. 521 24,055 BellSouth Corp. 3,031 122,058 Cinergy Corp. 257 8,982 CMS Energy Corp. 213 5,932 Consolidated Edison, Inc. 343 13,651 Constellation Energy Group, Inc. 265 11,289 Dominion Resources, Inc. 400 24,052 DTE Energy Co. 267 12,399 Duke Energy Corp. 1,248 48,684 Dynegy, Inc. (Class A) 527 24,506 Edison International 527 5,876 Entergy Corp. 357 13,705 Exelon Corp. 519 33,278 FirstEnergy Corp.* 362 11,642 FPL Group, Inc. 284 17,100 GPU, Inc. 193 6,784 KeySpan Corp. 222 8,099 Kinder Morgan, Inc. 185 9,296 Niagara Mohawk Holdings, Inc.* 259 4,582 NICOR, Inc. 73 2,846 NiSource, Inc. 334 9,128 ONEOK, Inc. 96 1,891 Peoples Energy Corp. 57 2,291 PG&E Corp. 626 7,011 Pinnacle West Capital Corp. 137 6,494 PPL Corp. 236 12,980 Progress Energy, Inc. 333 14,958 Public Service Enterprise Group, Inc. 336 16,430 Reliant Energy, Inc. 481 15,493 SBC Communications, Inc. 5,447 218,207 Sempra Energy 333 9,104 Southern Co. 1,108 25,761 TXU Corp. 415 19,999 Williams Cos., Inc. (The) 784 25,833 Xcel Energy, Inc. 555 15,790 -------------- 897,476 -------------- TOTAL COMMON STOCKS (Cost $12,948,504) (96.83%) 17,836,392 -------------- -------------- INTEREST PAR VALUE ISSUER, DESCRIPTION RATE (000s OMITTED) - ------------------- -------------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (4.95%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 6-29-01, due 7-02-01 (Secured by U.S. Treasury Bonds 6.875% and 6.625% due 8-15-25 and 11-30-02) 3.97% $911 911,000 -------------- -------------- TOTAL SHORT-TERM INVESTMENTS (4.95%) 911,000 -------------- -------------- TOTAL INVESTMENTS (101.78%) 18,747,392 -------------- -------------- OTHER ASSETS AND LIABILITIES, NET (1.78%) (327,899) -------------- -------------- TOTAL NET ASSETS (100.00%) $18,419,493 ============== ============== * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. Large Cap Growth Fund Schedule of Investments June 30, 2001 (Unaudited) - ------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. Large Cap Growth Fund on June 30, 2001. Common stocks are broken down by industry group. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- -------------- -------------- COMMON STOCKS Banks - United States (1.15%) State Street Corp. 1,464 $72,453 -------------- Beverages (1.12%) Anheuser-Busch Cos., Inc. 1,700 70,040 -------------- Computers (17.97%) BEA Systems, Inc.* 1,000 30,710 Cisco Systems, Inc.* 15,650 284,830 Electronic Data Systems Corp. 2,000 125,000 EMC Corp.* 4,707 136,738 Microsoft Corp.* 3,450 251,850 Sun Microsystems, Inc.* 6,750 106,110 VeriSign, Inc.* 950 57,010 VERITAS Software Corp.* 2,050 136,387 -------------- 1,128,635 -------------- Diversified Operations (11.61%) General Electric Co. 7,627 371,816 Tyco International Ltd. 6,550 356,975 -------------- 728,791 -------------- Electronics (6.94%) Analog Devices, Inc.* 1,315 56,874 Applied Materials, Inc.* 1,500 73,650 Celestica, Inc. (Canada)* 600 30,900 Intel Corp. 5,000 146,250 Micron Technology, Inc.* 1,400 57,540 Novellus Systems, Inc.* 700 39,753 Xilinx, Inc.* 750 30,930 -------------- 435,897 -------------- Fiber Optics (0.97%) CIENA Corp.* 1,600 60,800 -------------- Finance (8.02%) Citigroup, Inc. 4,378 231,334 Goldman Sachs Group, Inc. (The) 750 64,350 MBNA Corp. 3,780 124,551 Morgan Stanley Dean Witter & Co. 1,300 83,499 -------------- 503,734 -------------- Insurance (2.99%) American International Group, Inc. 2,182 187,652 -------------- Media (8.65%) AOL Time Warner, Inc.* 5,110 270,830 Charter Communications, Inc. (Class A)* 3,050 71,217 Clear Channel Communications, Inc.* 2,052 128,660 Viacom, Inc. (Class B)* 1,400 72,450 -------------- 543,157 -------------- Medical (20.74%) Allergan, Inc. 973 83,191 Amgen, Inc.* 2,350 142,598 Cardinal Health, Inc. 3,513 242,397 Express Scripts, Inc.* 800 44,024 Genentech, Inc.* 1,056 58,186 Johnson & Johnson 2,100 105,000 Medtronic, Inc. 2,281 104,949 Pfizer, Inc. 5,928 237,416 Pharmacia Corp. 2,346 107,799 Stryker Corp. 1,400 76,790 UnitedHealth Group, Inc. 550 33,962 Wellpoint Health Networks, Inc.* 700 65,968 -------------- 1,302,280 -------------- Oil & Gas (0.46%) Transocean Sedco Forex, Inc. 700 28,875 -------------- Retail (12.58%) Bed Bath & Beyond, Inc.* 3,350 100,500 Gap, Inc. (The) 2,600 75,400 Home Depot, Inc. (The) 5,512 256,584 Lowe's Cos., Inc. 1,300 94,315 Wal-Mart Stores, Inc. 5,398 263,422 -------------- 790,221 -------------- Telecommunications (5.01%) Amdocs Ltd.* 700 37,695 American Tower Corp. (Class A) 3,159 65,297 Comverse Technology, Inc.* 1,200 68,520 Nokia Corp., American Depositary Receipts (Finland) 3,164 69,735 Scientific-Atlanta, Inc. 1,807 73,364 -------------- 314,611 -------------- Tobacco (1.45%) Philip Morris Cos., Inc. 1,800 91,350 -------------- Utilities (1.11%) AES Corp. (The)* 1,618 69,655 -------------- TOTAL COMMON STOCKS (Cost $6,081,968) (100.77%) 6,328,151 -------------- -------------- TOTAL INVESTMENTS (100.77%) 6,328,151 -------------- -------------- OTHER ASSETS AND LIABILITIES, NET (0.77%) (48,315) -------------- -------------- TOTAL NET ASSETS (100.00%) $6,279,836 ============== ============== * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. Schedule of Investments June 30, 2001 (Unaudited) - ------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. Mid Cap Growth Fund on June 30, 2001. It's divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- -------------- -------------- COMMON STOCKS Advertising (1.40%) Lamar Advertising Co.* 850 $37,400 TMP Worldwide, Inc.* 850 51,000 -------------- 88,400 -------------- Banks - United States (1.48%) Northern Trust Corp. 1,500 93,750 -------------- Beverages (0.59%) Coors (Adolph) Co. (Class B) 742 37,234 -------------- Broker Services (2.32%) Legg Mason, Inc. 1,206 60,011 Lehman Brothers Holdings, Inc. 1,113 86,536 -------------- 146,547 -------------- Computers (13.04%) Brocade Communications Systems, Inc.* 2,580 113,494 DST Systems, Inc.* 1,192 62,818 Electronic Arts, Inc.* 600 34,740 Emulex Corp.* 1,350 54,540 Fiserv, Inc.* 1,015 64,940 Mercury Interactive Corp.* 2,070 123,993 Micromuse, Inc.* 2,200 61,578 Parametric Technology Corp.* 8,350 116,817 SunGard Data Systems, Inc.* 1,856 55,699 VeriSign, Inc.* 2,250 135,023 -------------- 823,642 -------------- Electronics (12.22%) Aeroflex, Inc.* 6,694 70,287 ASML Holdings NV* (Netherlands) 1,750 38,937 Atmel Corp.* 5,450 73,520 Capstone Turbine Corp.* 2,950 65,165 Celestica, Inc.* (Canada) 993 51,139 International Rectifier Corp.* 994 33,895 KLA-Tencor Corp.* 500 29,235 Lam Research Corp.* 950 28,168 Micrel, Inc.* 1,200 39,600 National Semiconductor Corp.* 2,364 68,840 Novellus Systems, Inc.* 1,150 65,308 ONI Systems Corp.* 1,950 54,405 PMC-Sierra, Inc.* (Canada) 1,300 40,391 QLogic Corp.* 460 29,647 Tektronix, Inc.* 3,057 82,998 -------------- 771,535 -------------- Energy (0.96%) Calpine Corp.* 1,606 60,707 -------------- Fiber Optics (0.64%) Finisar Corp.* 2,150 40,162 -------------- Finance (6.23%) Affiliated Managers Group, Inc.* 1,346 82,779 Concord EFS, Inc.* 1,840 95,698 Providian Financial Corp. 1,443 85,426 USA Education, Inc. 1,776 129,648 -------------- 393,551 -------------- Instruments - Scientific (0.52%) Millipore Corp. 533 33,035 -------------- Insurance (3.59%) Ace, Ltd. 2,095 81,894 Ambac Financial Group, Inc. 1,148 66,814 Everest Re Group Ltd. (Bermuda) 1,042 77,942 -------------- 226,650 -------------- Media (6.52%) Charter Communications, Inc. (Class A)* 4,650 108,577 Clear Channel Communications, Inc.* 882 55,301 Emmis Communications Corp. (Class A)* 2,150 66,112 Hispanic Broadcasting Corp.* 1,771 50,810 Univision Communications, Inc. (Class A)* 1,516 64,854 USA Networks, Inc.* 2,350 65,800 -------------- 411,454 -------------- Medical (21.68%) Alkermes, Inc.* 1,730 60,723 Allergan, Inc. 870 74,385 AmeriSource Health Corp. (Class A)* 1,387 76,701 Apogent Technologies, Inc.* 1,686 41,476 Express Scripts, Inc.* 1,200 66,036 Forest Laboratories, Inc.* 1,036 73,556 Genzyme Corp.* 900 54,900 Human Genome Sciences, Inc.* 1,070 64,468 ICOS Corp.* 850 54,400 IDEC Pharmaceuticals Corp.* 1,250 84,612 Inhale Therapeutic Systems, Inc.* 3,150 72,450 Invitrogen Corp.* 800 44,512 MedImmune, Inc.* 1,490 70,328 Oxford Health Plans, Inc.* 2,328 66,581 Shire Pharmaceuticals Group Plc, American Depositary Receipts (ADR)* (United Kingdom) 2,502 138,861 Teva Pharmaceutical Industries Ltd. (ADR) (Israel) 1,301 81,052 Trigon Healthcare, Inc.* 603 39,105 Universal Health Services, Inc. (Class B)* 1,417 64,474 Varian Medical Systems, Inc.* 979 69,999 Wellpoint Health Networks, Inc.* 751 70,774 -------------- 1,369,393 -------------- Oil & Gas (4.91%) Baker Hughes, Inc. 1,377 46,129 Cooper Cameron Corp.* 1,164 64,951 Santa Fe International Corp. 2,487 72,123 Transocean Sedco Forex, Inc. 1,391 57,379 Weatherford International, Inc.* 1,452 69,696 -------------- 310,278 -------------- Retail (4.65%) Bed Bath & Beyond, Inc.* 2,200 66,000 BJ's Wholesale Club, Inc.* 1,693 90,169 Talbots, Inc. 1,814 79,363 TJX Cos., Inc. 1,820 58,003 -------------- 293,535 -------------- Telecommunications (10.80%) Amdocs Ltd.* 2,026 109,100 American Tower Corp. (Class A)* 3,243 67,033 Comverse Technology, Inc.* 1,570 89,647 Crown Castle International Corp.* 2,975 48,790 Dobson Communications Corp. (Class A)* 7,230 123,271 Global Crossing Ltd.* (Bermuda) 5,493 47,460 Nextel Communications, Inc. (Class A)* 1,250 21,875 Scientific-Atlanta, Inc. 1,959 79,534 Sonus Networks, Inc.* 1,150 26,864 Western Wireless Corp. (Class A)* 1,590 68,370 -------------- 681,944 -------------- Textile (1.00%) Jones Apparel Group, Inc.* 1,462 63,158 -------------- Utilities (1.35%) Orion Power Holdings, Inc.* 3,581 85,264 -------------- TOTAL COMMON STOCKS (Cost $6,065,678) (93.90%) 5,930,239 -------------- -------------- INTEREST PAR VALUE ISSUER, DESCRIPTION RATE (000s OMITTED) - ------------------- -------------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (7.97%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 10.625% due 08-15-15 and 6.250% due 08-15-23, and U.S. Treasury Note 5.625% due 11-30-02) 3.97% $503 503,000 -------------- -------------- TOTAL SHORT-TERM INVESTMENTS (7.97%) 503,000 -------------- -------------- TOTAL INVESTMENTS (101.87%) 6,433,239 -------------- -------------- OTHER ASSETS AND LIABILITIES, NET (1.87%) (118,065) -------------- -------------- TOTAL NET ASSETS (100.00%) $6,315,174 ============== ============== * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. Portfolio Concentration June 30, 2001 (Unaudited) - --------------------------------------------------------------------------- The V.A. Mid Cap Growth Fund invests primarily in common stocks of U.S. and foreign issuers. The performance of the Fund is closely tied to the economic and financial conditions within the countries in which it invests. The concentration of investments by industry category for individual securities held by the Fund is shown in the Schedule of Investments. In addition, concentration of investments can be aggregated by various countries. The table below shows the percentages of the Fund's investments at June 30, 2001 assigned to country categories. MARKET VALUE AS A % COUNTRY DIVERSIFICATION OF FUND NET ASSETS - ----------------------- ------------------- Bermuda 1.98% Canada 1.45 Netherlands 0.62 Israel 1.28 United Kingdom 2.20 United States 94.34 ------ TOTAL INVESTMENTS 101.87% ====== John Hancock Funds - Declaration Trust - V.A. Small Cap Growth Fund Schedule of Investments June 30, 2001 (Unaudited) - ------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. Small Cap Growth Fund on June 30, 2001. It's divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- -------------- -------------- COMMON STOCKS Advertising (1.27%) Getty Images, Inc.* 3,800 $99,788 Ventiv Health, Inc.* 3,350 69,144 -------------- 168,932 -------------- Banks - United States (2.17%) Greater Bay Bancorp. 3,450 86,181 Southwest Bancorp. of Texas, Inc.* 3,000 90,630 Sterling Bancshares, Inc. 5,850 112,203 -------------- 289,014 -------------- Building (0.61%) Ryland Group, Inc. (The) 1,600 80,960 -------------- Business Services - Misc. (3.27%) Corporate Executive Board Co. (The)* 4,450 186,900 Forrester Research, Inc.* 2,800 63,252 On Assignment, Inc.* 5,000 90,000 Profit Recovery Group International, Inc. (The)* 2,800 32,088 Quanta Services, Inc.* 2,879 63,453 -------------- 435,693 -------------- Computers (8.00%) Advent Software, Inc.* 1,850 117,475 Avocent Corp.* 2,500 56,875 Cerner Corp.* 2,800 117,600 Data Return Corp.* 5,900 10,325 Embarcadero Technologies, Inc.* 3,100 69,161 IntraNet Solutions, Inc.* 2,400 91,320 Macromedia, Inc.* 3,750 67,500 M-Systems Flash Disk Pioneers Ltd. (Israel)* 8,700 61,770 National Instruments Corp.* 2,250 73,013 NetRatings, Inc.* 6,500 93,600 ScanSource, Inc.* 1,950 92,469 Secure Computing Corp.* 6,900 108,399 Silicon Storage Technology, Inc.* 7,150 72,430 TeleCommunication Systems, Inc. (Class A)* 10,800 32,400 -------------- 1,064,337 -------------- Electronics (14.81%) Aeroflex, Inc.* 7,000 73,500 Alpha Industries, Inc.* 2,900 85,695 ATMI, Inc.* 3,550 106,500 Brooks Automation, Inc.* 2,050 94,505 CoorsTek, Inc.* 2,300 86,250 Credence Systems Corp.* 3,750 90,900 Cree, Inc.* 2,600 67,977 DDi Corp.* 5,000 100,000 DuPont Photomasks, Inc.* 2,000 96,500 Elantec Semiconductor, Inc.* 2,650 89,543 Electro Scientific Industries, Inc.* 2,650 100,965 LTX Corp.* 4,300 109,908 Microsemi Corp.* 2,650 188,150 Nanometrics, Inc.* 2,650 72,841 Pixelworks, Inc.* 2,600 92,924 Plexus Corp.* 2,000 66,000 PLX Technology, Inc.* 8,500 72,165 PRI Automation, Inc.* 5,400 100,035 Rudolph Technologies, Inc.* 3,050 143,350 Semtech Corp.* 4,450 133,500 -------------- 1,971,208 -------------- Energy (0.56%) Evergreen Solar, Inc.* 3,500 33,600 FuelCell Energy, Inc.* 1,800 41,562 -------------- 75,162 -------------- Finance (2.54%) Actrade Financial Technologies, Ltd.* 1,366 32,292 Affiliated Managers Group, Inc.* 2,500 153,750 eFUNDS Corp.* 3,150 58,590 Metris Cos., Inc. 2,775 93,545 -------------- 338,177 -------------- Food (1.35%) American Italian Pasta Co. (Class A)* 2,450 113,680 Dean Foods Co. 1,650 66,330 -------------- 180,010 -------------- Instruments - Scientific (0.11%) FEI Co.* 350 14,350 -------------- Insurance (3.56%) Fidelity National Financial, Inc. 4,350 106,879 HCC Insurance Holdings, Inc. 4,250 104,125 Philadelphia Consolidated Holding Corp.* 1,750 60,865 RenaissanceRe Holdings Ltd. (Bermuda) 1,550 114,855 StanCorp Financial Group, Inc. 1,850 87,672 -------------- 474,396 -------------- Leisure (0.74%) Expedia, Inc. (Class A)* 1,000 46,600 Extended Stay America, Inc.* 3,450 51,750 -------------- 98,350 -------------- Machinery (1.48%) Global Power Equipment Group, Inc.* 1,350 39,555 Hydril Co.* 4,900 111,573 SureBeam Corp. (Class A)* 2,700 46,224 -------------- 197,352 -------------- Media (6.17%) Entercom Communications Corp.* 2,450 131,344 Insight Communications Co., Inc.* 2,700 67,500 Pegasus Communications Corp.* 3,200 72,000 Radio One, Inc. (Class A)* 3,150 72,450 Radio One, Inc. (Class D)* 5,150 113,558 Regent Communications, Inc.* 14,000 167,860 Scholastic Corp.* 2,700 121,500 Westwood One, Inc.* 2,050 75,543 -------------- 821,755 -------------- Medical (18.77%) Accredo Health, Inc.* 4,550 169,214 Alkermes, Inc.* 3,350 117,585 AmeriSource Health Corp. (Class A)* 2,000 110,600 Apria Healthcare Group, Inc.* 2,150 62,027 Charles River Laboratories International, Inc.* 1,650 57,337 CIMA Labs, Inc.* 1,000 78,500 COR Therapeutics, Inc.* 2,300 70,150 Covance, Inc.* 5,350 121,177 Cytyc Corp.* 5,150 118,707 DaVita, Inc.* 6,400 130,112 Exelixis, Inc.* 2,300 43,631 Gene Logic, Inc.* 1,200 26,160 Inhale Therapeutic Systems, Inc.* 4,300 98,900 Inspire Pharmaceuticals, Inc.* 1,400 19,600 LifePoint Hospitals, Inc.* 3,400 150,552 Lincare Holdings, Inc.* 4,700 141,047 Mid Atlantic Medical Services, Inc.* 4,300 77,099 Noven Pharmaceuticals, Inc.* 2,050 80,360 NPS Pharmaceuticals, Inc.* 3,750 150,750 Pharmaceutical Product Development, Inc.* 800 24,408 Regeneron Pharmaceuticals, Inc.* 1,850 64,103 Renal Care Group, Inc.* 4,850 159,517 Rightchoice Managed Care, Inc.* 1,200 53,280 Salix Pharmaceuticals, Ltd.* 1,300 32,045 Unilab Corp.* 150 3,780 Urologix, Inc.* 4,350 79,649 Visible Genetics, Inc.* (Canada) 4,150 103,128 Wilson Greatbatch Technologies, Inc.* 5,350 155,150 -------------- 2,498,568 -------------- Oil & Gas (8.78%) Dril-Quip, Inc.* 2,750 59,207 Evergreen Resources, Inc.* 1,500 57,000 FMC Technologies, Inc.* 100 2,065 Hanover Compressor Co.* 3,559 117,767 Horizon Offshore, Inc.* 4,450 60,075 Lone Star Technologies, Inc.* 2,700 97,740 Marine Drilling Cos., Inc.* 4,000 76,440 NATCO Group, Inc. (Class A)* 1,800 15,840 Newfield Exploration Co.* 2,750 88,165 Oceaneering International, Inc.* 3,700 76,775 Patterson-UTI Energy, Inc.* 4,000 71,480 Pride International, Inc.* 4,500 85,500 Spinnaker Exploration Co.* 2,700 107,622 Stone Energy Corp.* 2,350 104,105 Torch Offshore, Inc.* 850 8,458 Universal Compression Holdings, Inc.* 3,700 105,080 Veritas DGC, Inc.* 1,300 36,075 -------------- 1,169,394 -------------- Retail (13.63%) 99 Cents Only Stores* 4,435 132,828 Applebee's International, Inc. 750 24,000 bebe stores, inc.* 1,050 30,618 Buca, Inc.* 4,000 87,000 California Pizza Kitchen, Inc.* 3,400 79,050 Columbia Sportswear Co.* 3,375 172,091 Cost Plus, Inc.* 3,250 97,500 Duane Reade, Inc.* 1,100 35,750 Ethan Allen Interiors, Inc. 1,950 63,375 Galyan's Trading Co.* 550 11,220 GoTo.com, Inc.* 4,550 88,497 Hot Topic, Inc.* 3,100 96,410 Krispy Kreme Doughnuts, Inc.* 2,400 96,000 O'Reilly Automotive, Inc.* 1,800 51,660 P.F. Chang's China Bistro, Inc.* 2,800 106,120 Performance Food Group Co.* 4,700 142,081 RARE Hospitality International, Inc.* 3,175 71,755 Skechers U.S.A. (Class A)* 2,350 68,691 Too, Inc.* 3,000 82,200 Tweeter Home Entertainment Group, Inc.* 4,100 144,730 Whole Foods Market, Inc.* 4,900 132,790 -------------- 1,814,366 -------------- Schools/Education (4.26%) Corinthian Colleges, Inc.* 2,750 129,442 Education Management Corp.* 4,200 168,210 SkillSoft Corp.* 1,950 66,788 Strayer Education, Inc. 1,500 73,125 University of Phoenix Online* 3,050 129,625 -------------- 567,190 -------------- Telecommunications (3.46%) AirGate PCS, Inc.* 2,700 140,400 Alamosa Holdings, Inc.* 4,800 78,240 CTC Communications Group, Inc.* 6,650 20,349 Dobson Communications Corp. (Class A)* 2,300 39,215 Metro One Telecommunications, Inc.* 2,050 132,984 SBA Communications Corp.* 1,950 48,263 Tellium, Inc.* 100 1,820 -------------- 461,271 -------------- Textile (0.64%) Nautica Enterprises, Inc.* 700 14,301 Tommy Hilfiger Corp.* 5,050 70,700 -------------- 85,001 -------------- Transport (1.52%) Expeditors International of Washington, Inc. 1,950 116,998 Forward Air Corp.* 2,850 85,357 -------------- 202,355 -------------- Utilities (0.45%) Beacon Power Corp.* 8,600 59,340 -------------- Waste Disposal Service & Equip. (0.95%) Waste Connections, Inc.* 3,500 126,000 -------------- TOTAL COMMON STOCKS (Cost $11,380,649) (99.10%) 13,193,181 -------------- -------------- INTEREST PAR VALUE ISSUER, DESCRIPTION RATE (000s OMITTED) - ------------------- -------------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (0.83%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 10.625% due 08-15-15 and 6.250% due 08-15-23, and U.S. Treasury Note 5.625% due 11-30-02) 3.97% $111 111,000 -------------- -------------- TOTAL SHORT-TERM INVESTMENTS (0.83%) 111,000 -------------- -------------- TOTAL INVESTMENTS (99.93%) 13,304,181 -------------- -------------- OTHER ASSETS AND LIABILITIES, NET (0.07%) 8,834 -------------- -------------- TOTAL NET ASSETS (100.00%) $13,313,015 ============== ============== * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. International Fund Schedule of Investments June 30, 2001 (Unaudited) - ------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. International Fund on June 30, 2001. It's divided into two main categories: common stocks and rights, and short-term investments. Common stocks are further broken down by country. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- -------------- -------------- COMMON STOCKS Brazil (0.37%) Tele Norte Leste Participacoes SA American Depositary Receipts (ADR) (Telecommunications) 1,200 $18,312 -------------- Canada (5.89%) Anderson Exploration Ltd.* (Oil & Gas) 2,500 50,491 Magna International, Inc. (Class A) (Automobiles/Trucks) 500 30,716 Manulife Financial Corp. (Insurance) 2,000 55,820 Nortel Networks Corp. (Telecommunications) 2 18 Precision Drilling Corp.* (Oil & Gas) 1,700 53,108 Suncor Energy, Inc. (Oil & Gas) 1,700 43,239 Talisman Energy, Inc. (Oil & Gas) 1,600 60,944 -------------- 294,336 -------------- Denmark (0.89%) Novo Nordisk A/S (Class B) (Medical) 1,000 44,275 -------------- France (10.24%) Alstom (Machinery) 1,800 50,125 Assurances Generales de France (Insurance) 1,000 55,677 Aventis SA (Medical) 600 47,949 Lafarge SA (Building) 400 34,237 PSA Peugeot Citroen SA (Automobiles/Trucks) 100 27,178 Sanofi-Synthelabo SA (Medical) 800 52,542 Schneider Electric SA (Machinery) 1,060 58,659 Societe Television Francaise 1 (Media) 1,000 29,203 Total Fina Elf SA (Oil & Gas) 330 46,256 Vivendi Environnement SA (Utilities) 1,500 63,190 Vivendi Universal SA (Media) 800 46,678 -------------- 511,694 -------------- Germany (7.62%) BASF AG (Chemicals) 1,300 51,338 Bayer AG (Chemicals) 1,400 54,991 Bayerische Motoren Werke AG (Automobiles/Trucks) 1,200 39,762 Deutsche Bank AG (Banks - Foreign) 500 35,864 Deutsche Telekom AG (Telecommunications) 1,500 34,220 E.On AG (Utilities) 1,300 68,238 Muenchener Rueckversicherungs-Gesellschaft AG (Insurance) 147 41,010 SAP AG (Computers) 400 55,562 -------------- 380,985 -------------- Hong Kong (4.24%) Cheung Kong Holdings Ltd. (Real Estate Operations) 5,000 54,489 China Mobile Ltd.* (Telecommunications) 7,000 36,886 Citic Pacific Ltd. (Commercial/Industrial Services) 13,000 40,251 Hutchison Whampoa Ltd. (Commercial/Industrial Services) 5,000 50,482 Johnson Electric Holdings Ltd. (Electronics) 22,000 30,039 -------------- 212,147 -------------- Ireland (2.88%) Allied Irish Banks Plc (Banks - Foreign) 3,100 35,729 Bank of Ireland (Banks - Foreign) 2,600 25,779 Bank of Ireland (Banks - Foreign) 1,600 15,864 CRH Plc (Building) 1,800 30,203 Elan Corp. Plc* (ADR) (Medical) 600 36,600 -------------- 144,175 -------------- Israel (1.50%) Check Point Software Technologies, Ltd.* (Computers) 500 25,285 Teva Pharmaceutical Industries, Ltd. (ADR) (Medical) 800 49,840 -------------- 75,125 -------------- Italy (4.97%) Autostrade SpA (Transport) 5,500 35,750 Banca Fideuram SpA (Finance) 3,100 29,476 Banca Nazionale del Lavoro* (Banks - - Foreign) 16,000 50,169 Edison SpA (Utilities) 3,800 34,876 Riunione Adriatica di Sicurta SpA (Insurance) 5,282 64,995 Telecom Italia SpA (Telecommunications) 3,700 33,237 -------------- 248,503 -------------- Japan (18.28%) Bridgestone Corp. (Rubber - Tires & Misc.) 2,000 20,929 Daikin Industries Ltd. (Building) 3,000 55,569 Fast Retailing Co., Ltd. (Retail) 200 34,801 Fuji Photo Film Co., Ltd. (Leisure) 1,000 43,140 Kyocera Corp. (Electronics) 500 44,102 Marui Co., Ltd. (Retail) 1,000 14,433 Matsushita Electric Industrial Co., Ltd. (Electronics) 2,000 31,305 Mitsui Fudosan Co., Ltd. (Real Estate Operations) 4,000 43,108 Mizuho Holdings, Inc. (Banks - Foreign) 8 37,206 Murata Manufacturing Co., Ltd. (Electronics) 300 19,942 Nintendo Co., Ltd. (Leisure) 100 18,202 Nippon Mitsubishi Oil Corp. (Oil & Gas) 3,000 16,935 Nippon Telegraph & Telephone Corp. (Telecommunications) 4 20,848 Nissan Motor Co., Ltd. (Automobiles/Trucks) 12,000 82,848 Nomura Securities Co., Ltd. (Broker Services) 1,000 19,164 NTT Data Corp. (Telecommunications) 4 21,811 NTT DoCoMo, Inc. (Telecommunications) 3 52,201 Oriental Land Co., Ltd. (Leisure) 400 29,701 Pioneer Corp. (Electronics) 1,000 30,391 Seven-Eleven Japan Co., Ltd. (Retail) 1,000 39,051 Sony Corp. (Electronics) 900 59,177 Takeda Chemical Industries Ltd. (Medical) 1,000 46,508 Tokyo Electron Ltd. (Machinery) 500 30,270 Toray Industries, Inc. (Textile) 8,000 31,946 Yamanouchi Pharmaceutical Co., Ltd. (Medical) 1,000 28,065 Yamato Transport Co., Ltd. (Transport) 2,000 41,937 -------------- 913,590 -------------- Mexico (0.42%) America Movil SA de CV Ser L (ADR) (Telecommunications) 1,000 20,860 -------------- Netherlands (5.65%) Akzo Nobel NV (Chemicals) 1,130 47,881 Heineken NV (Beverages) 1,375 55,501 ING Groep NV (Banks - Foreign) 850 55,610 Koninklijke Ahold NV (Retail) 1,545 48,444 Qiagen NV* (Medical) 1,400 30,847 Unilever Plc (Food) 5,200 43,866 -------------- 282,149 -------------- Portugal (0.91%) Portugal Telecom, SGPS, SA (Telecommunications) 6,500 45,389 -------------- Singapore (1.06%) Singapore Telecommunications Ltd. (Telecommunications) 51,000 53,183 -------------- South Korea (0.66%) Korea Telecom Corp. (ADR) (Telecommunications) 1,500 32,970 -------------- Spain (2.77%) Iberdrola SA (Utilities) 2,500 32,097 Inditex SA* (Retail) 3,200 51,118 Repsol YPF, SA (Oil & Gas) 2,200 36,356 Telefonica SA (Telecommunications) 1,546 19,076 -------------- 138,647 -------------- Sweden (2.08%) Electrolux AB, Ser B (Machinery) 3,800 52,598 Svenska Handelsbanken AB (Banks - Foreign) 3,600 51,485 -------------- 104,083 -------------- Switzerland (3.66%) Nestle SA (Food) 300 63,791 Novartis AG (Medical) 1,009 36,535 Serona SA* (ADR) (Medical) 1,300 32,435 Swiss Re Co. (Insurance) 25 49,986 -------------- 182,747 -------------- Taiwan (1.26%) Taiwan Semiconductor Manufacturing Co., Ltd.* (ADR) (Electronics) 2,100 31,899 United Microelectronics Corp.* (ADR) (Electronics) 3,500 31,150 -------------- 63,049 -------------- United Kingdom (18.71%) Abbey National Plc (Banks - Foreign) 1,500 26,300 AstraZeneca Plc (Medical) 800 37,326 Barclays Plc (Banks - Foreign) 1,600 49,122 BG Group Plc (Oil & Gas) 13,000 51,308 BP Plc (Oil & Gas) 4,600 37,865 British Airways PLC (Transport) 6,700 32,458 British American Tobacco Plc (Tobacco) 5,200 39,545 British Sky Broadcasting Group Plc* (Media) 5,200 50,090 Centrica Plc (Utilities) 15,640 50,054 Compass Group Plc (Consumer Services) 5,500 44,073 Diageo Plc (Beverages) 6,800 74,696 Energis Plc* (Telecommunications) 8,450 22,462 GlaxoSmithKline Plc (Medical) 1,600 45,066 National Grid Group Plc (Utilities) 6,600 48,705 Reckitt Benckiser Plc (Grocery Products) 4,100 59,184 Royal Bank of Scotland Group Plc (Banks - Foreign) 2,300 50,757 Scottish Power Plc (Utilities) 5,800 42,719 Shell Transport & Trading Co. Plc (Oil & Gas) 6,800 56,597 Shire Pharmaceuticals Group Plc* (Medical) 2,400 43,736 Standard Chartered Plc (Banks - Foreign) 2,600 33,357 Vodafone Group Plc (Telecommunications) 17,980 39,881 -------------- 935,301 -------------- United States (4.06%) Amdocs Ltd.* (Telecommunications) 400 21,540 Santa Fe International Corp. (Oil & Gas) 1,500 43,500 Schlumberger Ltd. (Oil & Gas) 900 47,385 Transocean Sedco Forex, Inc. (Oil & Gas) 1,000 41,250 XL Capital Ltd. (Class A) (Insurance) 600 49,260 -------------- 202,935 -------------- TOTAL COMMON STOCKS (Cost $5,232,978) (98.12%) 4,904,455 -------------- -------------- RIGHTS Portugal (0.00%) Portugal Telecom, SGPS, SA* (Telecommunications) 6,500 0 -------------- TOTAL RIGHTS (Cost $0) (0.00%) 0 -------------- -------------- TOTAL COMMON STOCKS AND RIGHTS (Cost $5,232,978) (98.12%) 4,904,455 -------------- -------------- INTEREST PAR VALUE ISSUER, DESCRIPTION RATE (000s OMITTED) - ------------------- -------------- -------------- Joint Repurchase Agreement (5.24%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bond, 6.875% due 08-15-25 and U.S. Treasury Note, 5.625% due 11-30-02) 3.97% $262 262,000 -------------- -------------- NUMBER OF SHARES -------------- Cash Equivalents (20.81%) Navigator Securities Lending Prime Portfolio** 1,040,206 1,040,206 -------------- -------------- TOTAL SHORT-TERM INVESTMENTS (26.05%) 1,302,206 -------------- -------------- TOTAL INVESTMENTS (124.17%) 6,206,661 -------------- -------------- OTHER ASSETS AND LIABILITIES, NET (24.17%) (1,208,085) -------------- -------------- TOTAL NET ASSETS (100.00%) $4,998,576 ============== ============== * Non-income producing security. ** Represents investment of security lending collateral. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. Industry Diversification (Unaudited) - --------------------------------------------------------------------------- The Fund primarily invests in securities issued by companies of other countries. The performance of the Fund is closely tied to the economic conditions within the countries in which it invests. The concentration of investments by country for individual securities held by the Fund is shown in the schedule of investments. In addition, the concentration of investments can be aggregated by various industry groups. The table below shows the percentages of the Fund's investments at June 30, 2001 assigned to the various investment categories. MARKET VALUE AS A % INVESTMENT CATEGORIES OF FUND NET ASSETS - ---------------------- ------------------- Automobiles/Trucks 3.61% Banks - Foreign 9.35 Beverages 2.60 Broker Services 0.38 Building 2.40 Chemicals 3.09 Commercial/Industrial Services 1.82 Computers 1.62 Consumer Services 0.88 Diversified Operations 2.30 Electronics 4.20 Finance 0.59 Food 2.15 Grocery Products 1.18 Insurance 6.34 Leisure 1.82 Machinery 3.83 Media 1.59 Medical 10.64 Oil & Gas 11.71 Real Estate Operations 1.95 Retail 3.76 Rubber - Tires & Misc. 0.42 Telecommunications 9.46 Textile 0.64 Tobacco 0.79 Transport 2.20 Utilities 6.80 Short-Term Investments 26.05 ------- TOTAL INVESTMENTS 124.17% ======= John Hancock Funds - Declaration Trust - V.A. Regional Bank Fund Schedule of Investments June 30, 2001 (Unaudited) - ------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. Regional Bank Fund on June 30, 2001. It's divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. NUMBER OF MARKET ISSUER, DESCRIPTION SHARES VALUE - ------------------- -------------- -------------- COMMON STOCKS Superregional Banks (7.50%) Bank One Corp. (OH) 3,000 $107,400 Mellon Financial Corp. (PA) 8,500 391,000 U.S. Bancorp (MN) 5,000 113,950 Wells Fargo & Co. (CA) 6,000 278,580 -------------- 890,930 -------------- Banks - Money Center (4.80%) Citigroup, Inc. (NY) 7,000 369,880 J.P. Morgan Chase & Co. (NY) 4,500 200,700 -------------- 570,580 -------------- Banks - United States (71.48%) BancFirst Corp. (OK) 2,500 100,625 BancWest Corp. (HI) 3,000 103,200 BB&T Corp. (NC) 3,000 110,100 Cascade Bancorp (OR) 21,612 302,568 Chittenden Corp. (VT) 5,000 168,250 City National Corp. (CA) 5,000 221,450 Comerica, Inc. (MI) 3,500 201,600 Commerce Bancshares, Inc. (MO) 10,047 370,734 Community First Bankshares, Inc. (ND) 7,500 172,500 Cullen/Frost Bankers., Inc. (TX) 6,500 220,025 Fifth Third Bancorp (OH) 7,092 425,875 Financial Institutions, Inc. (NY) 9,000 201,600 First Midwest Bancorp., Inc. (IL) 5,000 154,250 FirstMerit Corp. (OH) 5,000 132,000 Independent Bank Corp. (MI) 8,000 196,400 M & T Bank Corp. (NY) 4,000 302,000 Mercantile Bankshares Corp. (MD) 9,500 371,735 Mid-State Bancshares (CA) 25,000 456,000 National Commerce Financial Corp. (TN) 9,000 219,330 Northern Trust Corp. (IL) 1,500 93,750 Northrim Bank (AK) 16,695 232,227 Pacific Capital Bancorp. (CA) 13,500 411,075 PNC Financial Services Group (PA) 4,000 263,160 Prosperity Bancshares, Inc. (TX) 14,000 335,020 SJNB Financial Corp. (CA) 8,000 345,920 SouthTrust Corp. (AL) 3,000 78,000 Southwest Bancorp. of Texas, Inc.* (TX) 5,000 151,050 State Street Corp. (MA) 2,000 98,980 Sterling Bancshares, Inc. (TX) 10,000 191,800 Summit Bancshares, Inc. (TX) 12,000 225,840 Texas Regional Bancshares, Inc. (Class A) (TX) 1,750 70,508 Umpqua Holdings Corp. (OR) 33,000 422,730 Valley National Bancorp. (NJ) 16,485 467,350 Whitney Holding Corp. (LA) 5,000 234,500 Yardville National Bancorp. (NJ) 15,000 210,000 Zions Bancorp. (UT) 4,000 236,000 -------------- 8,498,152 -------------- Computers (1.00%) SEI Investments Co. (PA) 2,500 118,500 -------------- Finance (2.41%) American Express Co. (NY) 3,000 116,400 Fannie Mae (DC) 2,000 170,300 -------------- 286,700 -------------- Insurance (2.06%) American General Corp. (TX) 1,000 46,450 Hartford Financial Services Group, Inc. (The) (CT) 2,000 136,800 MetLife, Inc. (NY) 2,000 61,960 -------------- 245,210 -------------- Thrifts (4.16%) Charter One Financial, Inc. (OH) 6,017 191,942 First Financial Holdings, Inc. (SC) 5,300 121,900 Warren Bancorp., Inc. (MA) 20,000 180,400 -------------- 494,242 -------------- TOTAL COMMON STOCK (Cost $8,818,705) (93.41%) 11,104,314 -------------- -------------- INTEREST PAR VALUE ISSUER, DESCRIPTION RATE (000s OMITTED) - ------------------- -------------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (6.25%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 10.625% due 08-15-15, and 6.250% due 08-15-23, U.S. Treasury Note 5.625% due 11-30-02) 3.97% $743 743,000 -------------- -------------- TOTAL SHORT-TERM INVESTMENTS (Cost $743,000) (6.25%) 743,000 -------------- -------------- TOTAL INVESTMENTS (99.66%) 11,847,314 -------------- -------------- OTHER ASSETS AND LIABILITIES, NET (0.34%) 40,929 -------------- -------------- TOTAL NET ASSETS (100.00%) $11,888,243 ============== ============== * Non-income producing security. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. John Hancock Funds - Declaration Trust - V.A. High Yield Bond Fund Schedule of Investments June 30, 2001 (Unaudited) - ------------------------------------------------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all securities owned by the V.A. High Yield Bond Fund on June 30, 2001. It is divided into four main categories: bonds, common stocks, preferred stocks and warrants, and short-term investments. Bonds are further broken down by industry group. Short-term investments, which represent the Fund's "cash" position, are listed last. INTEREST CREDIT PAR VALUE MARKET ISSUER, DESCRIPTION RATE RATING** (000s OMITTED) VALUE - ------------------- -------- ------ ------------ ------------- BONDS Aerospace (0.06%) Compass Aerospace Corp., Gtd Sr Sub Note Ser D 04-15-05 (B) 10.125% C $25 $4,000 -------------- Agricultural Operations (0.05%) Iowa Select Farms L.P./ISF Finance, Inc., Jr Sec Note 12-01-06 (R) 10.750 Ca 6 3,000 -------------- Automobiles/Trucks (1.10%) AM General Corp., Sr Note Ser B 05-01-02 12.875 B 50 48,500 J.B. Poindexter & Co., Inc., Sr Note 05-15-04 12.500 B 25 20,750 -------------- 69,250 -------------- Banks - United States (0.82%) Colonial Bank, Sub Note 06-01-11 9.375 BB- 50 51,640 -------------- Building (1.15%) Amatek Industries Property Ltd., Sr Sub Note (Australia) 02-15-08 (Y) 12.000 B 25 19,500 WCI Communities, Inc., Sr Sub Note 02-15-11 (R) 10.625 B 50 52,500 -------------- 72,000 -------------- Business Services - Misc. (0.22%) AP Holdings, Inc., Sr Disc Note, Step Coupon (11.25%, 03-15-03) 03-15-08 (A) Zero CCC+ 200 14,000 -------------- Chemicals (4.91%) American Pacific Corp., Sr Note 03-01-05 9.250 BB- 30 30,150 Applied Extrusion Technologies, Inc., Sr Note 07-01-11 (R) 10.750 B 50 50,625 Sr Note Ser B 04-01-02 11.500 B 25 25,031 Huntsman ICI Chemicals LLC, Sr Sub Note 07-01-09 10.125 B 100 98,000 Huntsman ICI Holdings LLC, Sr Disc Note 12-31-09 Zero B+ 75 23,250 Trikem S.A., Bond (Brazil) 07-24-07 (R) (Y) 10.625 B+ 125 81,250 -------------- 308,306 -------------- Consumer Products Misc. (0.37%) Diamond Brands Operating Corp., Sr Sub Note 04-15-08 (B) 10.125 D 100 14,000 Indesco International, Inc., Sr Sub Note 04-15-08 (B) 9.750 D 100 9,000 -------------- 23,000 -------------- Containers (3.97%) Gaylord Container Corp., Sr Note Ser B 06-15-07 9.375 B- 15 9,600 Sr Sub Note Ser B 02-15-08 9.875 CCC+ 100 29,000 Kappa Beheer B.V., Sr Sub Bond (Netherlands) 07-15-09 (Y) 10.625 B 75 78,750 Sr Sub Bond, Step Coupon (12.50%, 07-15-04) (Netherlands) 07-15-09 (A) (E) Zero B 100 64,796 Riverwood International Corp., Gtd Sr Sub Note 04-01-08 10.875 CCC+ 70 67,550 -------------- 249,696 -------------- Cosmetics & Personal Care (0.12%) Global Health Sciences, Inc., Gtd Sr Note 05-01-08 (B) 11.000 D 75 7,500 -------------- Diversified Operations (0.84%) Diamond Holdings Plc, Bond (United Kingdom) 02-01-08 # 10.000 B- 50 52,826 -------------- Energy (3.00%) AEI Resources, Inc./AEI Resources Holdings, Inc., Gtd Note 12-15-05 (B) (R) 10.500 Ca 75 52,500 P&L Coal Holdings Corp., Sr Sub Note Ser B 05-15-08 9.625 B 81 84,848 Port Arthur Finance Corp., Gtd Sr Sec Note 01-15-09 12.500 BB 50 51,000 -------------- 188,348 -------------- Finance (1.57%) Finova Capital Corp., Floating Rate Sr Note 06-18-03 4.128*** D 50 47,000 Takefuji Corp., Sr Note (Japan) 04-15-11 (R) (Y) 9.200 A- 50 51,591 -------------- 98,591 -------------- Food (4.05%) Agrilink Foods, Inc., Sr Sub Note 11-01-08 11.875 B- 125 113,750 Mastellone Hermanos S.A., Sr Note (Argentina) 04-01-08 (Y) 11.750 B+ 125 68,750 RAB Holdings, Inc., Sr Note 05-01-08 (R) 13.000 Caa2 120 72,000 -------------- 254,500 -------------- Government - Foreign (0.80%) Panama, Republic of, Bond (Panama) 02-08-11 (Y) 9.625 BB+ 50 50,500 -------------- Insurance (0.81%) Willis Corroon Corp., Gtd Sr Sub Note 02-01-09 9.000 B+ 50 50,875 -------------- Leisure (3.05%) Ameristar Casinos, Inc., Sr Sub Note 02-15-09 (R) 10.750 B- 50 52,125 Claridge Hotel & Casino Corp., 1st Mtg Note 02-01-02 (B) 11.750 Ca 50 1,500 Fitzgeralds Gaming Corp., Gtd Sr Sec Note Ser B 12-15-04 (B) 12.250 Caa1 50 30,000 Penn National Gaming, Inc., Sr Sub Note 03-01-08 (R) 11.125 B- 25 25,875 SC International Services, Inc., Sr Sub Note Ser B 09-01-07 9.250 B 30 32,100 Trump Atlantic City Associates, 1st Mtg Note 05-01-06 11.250 B- 75 50,250 -------------- 191,850 -------------- Machinery (0.25%) Glasstech, Inc., Sr Note Ser B 07-01-04 12.750 B3 25 15,500 -------------- Manufacturing (0.32%) ICON Health & Fitness, Inc., Gtd Note 09-27-05 12.000 B 22 19,980 -------------- Media (6.93%) Antenna TV S.A., Sr Note (Germany) 07-01-08 (E) 9.750 BB 50 41,927 Callahan Nordheim-Westfalen GmbH, Sr Note (Germany) 7-15-11 (E) 14.125 B- 50 35,362 DIVA Systems Corp., Sr Disc Note Ser B, Step Coupon (12.625%, 03-01-03) 03-01-08 (A) Zero B- 50 7,000 Fox Family Worldwide, Inc., Sr Disc Note, Step Coupon (10.25%, 11-01-02) 11-01-07 (A) Zero B 80 71,200 ONO Finance Plc, Sr Sub Note (United Kingdom) 07-15-10 (E) 14.000 CCC+ 50 33,033 Pegasus Communications Corp., Sr Note Ser B 08-01-07 12.500 CCC+ 35 34,650 Pegasus Satellite Communications, Inc., Sr Disc Note, Step Coupon (13.50%, 03-01-04) 03-01-07 (A) Zero CCC+ 60 36,600 Regional Independent Media Group Plc, Sr Disc Note, Step Coupon (12.875%, 07-01-03) (United Kingdom) 07-01-08 (A) # Zero B- 20 22,539 Sr Note (United Kingdom) 07-01-08 (Y) 10.500 B- 5 5,050 Sirius Satellite Radio, Inc., Sr Disc Note, Step Coupon (15.00%, 12-01-02) 12-01-07 (A) Zero CCC+ 110 36,300 United International Holdings, Inc., Sr Disc Note, Step Coupon (10.75%, 02-15-03) 02-15-08 (A) Zero B- 75 23,250 XM Satellite Radio, Inc., Sr Sec Note 03-15-10 14.000 CCC+ 150 88,500 -------------- 435,411 -------------- Medical (1.89%) Magellan Health Services, Inc., Sr Sub Note 02-15-08 9.000 B- 100 94,250 Select Medical Corp., Sr Sub Note 06-15-09 (R) 9.500 B 25 24,625 -------------- 118,875 -------------- Metal (3.47%) Doe Run Resources Corp., Gtd Sr Note Ser B 03-15-03 11.181*** CCC+ 25 8,500 Gtd Sr Note Ser B 03-15-05 11.250 CCC+ 10 3,400 Freeport-McMoRan Copper & Gold, Inc., Sr Note 11-15-06 7.500 CCC 75 50,250 Golden Northwest Aluminum, Inc., 1st Mtg Note 12-15-06 12.000 B+ 25 13,000 Great Lakes Acquisition Corp., Sr Disc Deb, Step Coupon (13.125%, 05-15-03) 05-15-09 (A) Zero B- 200 80,000 TVX Gold, Inc., Conv Sub Note (Canada) 03-28-02 (Y) 5.000 B- 100 63,000 -------------- 218,150 -------------- Miscellaneous (0.65%) Sotheby's Holdings, Inc., Note 02-01-09 6.875 BBB 50 41,000 -------------- Oil & Gas (11.09%) Comstock Resources, Inc., Gtd Sr Note 05-01-07 11.250 B 75 79,500 Frontier Oil Corp., Sr Sub Note 11-15-09 11.750 B 50 53,500 Giant Industries, Inc., Gtd Sr Sub Note 09-01-07 9.000 B+ 50 48,500 Sr Sub Note 11-15-03 9.750 B+ 25 24,563 Great Lakes Carbon Corp., Gtd Sr Sub Note Ser B 05-15-08 10.250 B- 50 29,500 Key Energy Services, Inc., Conv Sub Note 09-15-04 (R) 5.000 B2 80 74,000 Conv Sub Note 09-15-04 5.000 B2 143 132,275 Sr Sub Note Ser B 01-15-09 14.000 B 93 106,950 Mariner Energy, Inc., Sr Sub Note Ser B 08-01-06 10.500 B- 10 9,875 Ocean Rig Norway A.S., Gtd Sr Sec Note (Norway) 06-01-08 (Y) 10.250 B- 55 48,400 Universal Compression, Inc., Sr Disc Note, Step Coupon (9.875%, 02-15-03) 02-15-08 (A) Zero B+ 100 90,000 -------------- 697,063 -------------- Paper & Paper Products (4.84%) APP China Group Ltd., Unit (Sr Disc Note & Warrant) (Indonesia) 03-15-10 (B) (R) (Y) 14.000 D 250 37,500 APP Finance (VII) Mauritius Ltd., Gtd Note (Indonesia) 04-30-03 (B) (R) (Y) 3.500 D 10 400 Corporacion Durango S.A. de C.V., Sr Note (Mexico) 08-01-06 (Y) 13.125 BB- 125 125,000 Grupo Industrial Durango S.A., Note (Mexico) 08-01-03 (Y) 12.625 BB- 125 131,250 Sappi BVI Finance Ltd., Gtd Conv Bond (South Africa) 08-01-02 (R) (Y) 7.500 BB- 10 9,950 -------------- 304,100 -------------- Real Estate Operations (0.02%) Signature Resorts, Inc., Conv Sub Note 01-15-07 (B) 5.750 Caa1 35 1,050 -------------- Retail (0.92%) Imperial Home Decor Group, Inc, Gtd Sr Sub Note 03-15-08 (B) 11.000 C 125 625 SpinCycle, Inc., Sr Disc Note, Step Coupon (12.75%, 05-01-01) 05-01-05 (A) Zero CCC+ 25 7,250 St. John Knits International, Inc., Sr Sub Note 07-01-09 12.500 B- 50 50,000 -------------- 57,875 -------------- Steel (1.54%) Gulf States Steel, Inc. of Alabama, 1st Mtg Bond 04-15-03 (B) 13.500 Caa3 100 250 LTV Corp. (The), Gtd Sr Sub Note 11-15-09 (B) 11.750 Ca 50 3,500 Metallurg Holdings, Inc., Sr Disc Note, Step Coupon (12.75%, 07-15-03) 07-15-08 (A) Zero CCC+ 50 23,000 Metallurg, Inc., Gtd Sr Note Ser B 12-01-07 11.000 B- 30 27,000 NSM Steel, Inc./NSM Steel Ltd., Gtd Sr Sub Mtg Note Ser B 02-01-08 (B) (R) 12.250 D 75 750 Oregon Steel CF&I, Note 03-31-03 (r) 9.500 B 46 42,321 -------------- 96,821 -------------- Telecommunications (6.14%) CTI Holdings S.A., Sr Note, Step Coupon (11.25%, 04-15-03) (Argentina) 04-15-08 (A) (Y) Zero B2 75 29,250 Esprit Telecom Group Plc, Sr Note (Germany) 06-15-08 (B) # 11.000 D 40 346 Grupo Iusacell S.A. de C.V., Sr Note (Mexico) 12-01-06 (Y) 14.250 B+ 100 106,000 GT Group Telecom, Inc., Unit (Sr Disc Note & Warrant), Step Coupon (13.125%, 02-01-05) 02-01-10 (A) 1.000 B- 100 28,000 Jazztel Plc, Sr Note (United Kingdom) 12-15-09 (E) 13.250 CCC+ 50 15,669 Nextel Partners, Inc., Sr Disc Note, Step Coupon (14.00%, 02-01-04) 02-01-09 (A) Zero CCC+ 15 8,400 NTL Communications Corp., Sr Note Ser B 10-01-08 11.500 B 50 33,500 Sr Note Ser B, Step Coupon (12.375%, 10-01-03) 10-01-08 (A) Zero B 100 42,000 PTC International Finance II S.A., Gtd Sr Sub Note (Luxembourg) 12-01-09 (E) 11.250 B+ 25 22,022 Telewest Communications Plc, Sr Disc Note, Step Coupon (9.875%, 04-15-04) (United Kingdom) 04-15-09 (A) # Zero B+ 25 16,904 United Pan-Europe Communications N.V., Sr Note (Netherlands) 11-01-07 (E) 10.875 B 50 24,139 Sr Note (Netherlands) 11-01-09 (E) 11.250 Caa1 25 12,070 Versatel Telecom International N.V., Sr Note (Netherlands) 05-15-08 (Y) 13.250 B- 125 47,500 -------------- 385,800 -------------- Textile (1.51%) Coyne International Enterprises Corp., Sr Sub Note 06-01-08 11.250 CCC 75 31,500 Steel Heddle Group, Inc., Sr Disc Deb, Step Coupon (13.75%, 06-01-03) 06-01-09 (A) Zero Caa2 200 10,000 Steel Heddle Manufacturing Co., Gtd Sr Sub Note Ser B 06-01-08 (B) 10.625 Caa1 50 7,500 Tropical Sportswear International Corp., Sr Sub Note Ser A 06-15-08 11.000 B- 50 46,000 -------------- 95,000 -------------- Transport (7.68%) Amtran, Inc., Sr Note 08-01-04 10.500 B+ 50 44,000 Cenargo International Plc, 1st Mtg Note (United Kingdom) 06-15-08 (Y) 9.750 B+ 20 15,200 CHC Helicopter Corp., Sr Sub Note (Canada) 07-15-07 (E) 11.750 B2 100 94,864 Fine Air Services, Inc., Sr Note 06-01-08 (B) 9.875 Caa1 105 6,296 North American Van Lines, Inc., Sr Sub Note 12-01-09 (R) 13.375 B- 100 92,000 Northwest Airlines Corp., Gtd Note 03-15-07 8.700 BB 100 96,939 Pacer International, Inc., Sr Sub Note 06-01-07 11.750 B- 50 49,000 Pacific & Atlantic Holdings, Inc., Sr Sec Note 12-31-07 (R) 10.500 CC 21 10,716 US Airways, Inc., Pass Thru Ctf Ser 1993-A3 03-01-13 10.375 B- 75 73,500 -------------- 482,515 -------------- Utilities (1.54%) CMS Energy Corp., Sr Note 10-15-07 9.875 BB 25 26,375 Monterrey Power S.A. de C.V., Sr Sec Bond (Mexico) 11-15-09 (R) (Y) 9.625 BB+ 68 70,381 -------------- 96,756 -------------- Waste Disposal Service & Equip. (2.09%) Allied Waste North America, Inc., Sr Sub Note Ser B 08-01-09 10.000 B+ 125 128,438 Waste Systems International, Inc., Gtd Sr Note 01-15-06 (B) 11.500 C 15 3,000 -------------- 131,438 -------------- TOTAL BONDS (Cost $7,053,690) (77.77%) 4,887,216 -------------- -------------- NUMBER OF SHARES OR WARRANTS -------------- COMMON STOCKS American Pacific Corp.** 5,000 $32,200 AMR Corp.** 2,000 72,260 Chesapeake Energy Corp.** 1,872 12,318 Gaylord Container Corp. (Class A)** 6,500 6,825 Grey Wolf, Inc.** 28,850 115,400 International Wireless Communications Holdings, Inc. 2,417 1,329 KLM Royal Dutch Airlines N.V. (Netherlands) (Y) 78 1,377 Kraft Foods, Inc. (Class A)** 255 7,905 Nortek, Inc.** 563 17,577 Northwest Airlines Corp.** 6,500 164,125 Pathmark Stores, Inc.** 1,046 25,731 Star Gas Partners, L.P. 3,300 68,805 Waste Systems International, Inc. (B)** 8,715 0 -------------- -------------- TOTAL COMMON STOCKS (Cost $732,116) (8.37%) 525,852 -------------- -------------- PREFERRED STOCKS AND WARRANTS Asia Pulp & Paper Co. Ltd., Warrant (R)** 250 3 DIVA Systems Corp., Warrant (R)** 150 188 Gothic Energy Corp., Warrant** 79 31 HF Holdings, Inc., Warrant** 212 106 Hills Stores Co., Warrant** 35,000 0 Nakornthai Strip Mill Plc, Warrant (Thailand) (R) (Y)** 63,309 63 Nextel Communications, Inc., 11.125%, Payment-In-Kind, Ser E, Preferred Stock 208 131,040 ONO Finance Plc, Warrant (United Kingdom) (R) (Y)** 50 1,500 Pacific & Atlantic Holdings, Inc., 7.50%, Preferred Stock 1,172 5,860 Pathmark Stores, Inc., Warrant** 740 6,497 Smurfit-Stone Container Corp., 7.00%, Ser A, Preferred Stock 4,100 79,950 SpinCycle, Inc., Warrant (R)** 25 0 TimberWest Forest Corp., Unit (Common & Preferred Shares) (Canada) # 38,000 305,490 Waste Systems International, Inc., 8.00%, Ser E, Preferred Stock (B)** 160 160 Waste Systems International, Inc., Warrant (B) (R)** 225 2 XM Satellite Radio Holdings, Inc., Warrant (R)** 150 3,450 -------------- TOTAL PREFERRED STOCKS AND WARRANTS (Cost $737,235) (8.50%) 534,340 -------------- -------------- INTEREST PAR VALUE ISSUER, DESCRIPTION RATE (000s OMITTED) - ------------------- -------------- -------------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (1.35%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 10.625% due 08-15-15 and 6.250% due 08-15-23, U.S. Treasury Note 5.625% due 11-30-02) 3.970% $85 85,000 -------------- -------------- TOTAL SHORT-TERM INVESTMENTS (1.35%) 85,000 -------------- -------------- TOTAL INVESTMENTS (95.99%) 6,032,408 -------------- -------------- OTHER ASSETS AND LIABILITIES, NET (4.01%) 251,952 -------------- -------------- TOTAL NET ASSETS (100.00%) $6,284,360 ============== ============== * Credit ratings are unaudited and rated by Moody's Investors Service or John Hancock Advisers, Inc. where Standard and Poor's ratings are not available. ** Non-income producing security. *** Represents rate in effect on June 30, 2001. # Par value of foreign bonds and common stocks is expressed in local currency, as shown parenthetically in security description. (A) Cash interest will be paid on this obligation at the stated rate beginning on the stated date. (B) Non-income producing issuer filed for protection under Federal Bankruptcy Code or is in default of interest payment. (E) Parenthetical disclosure of a country in the security description represents country of issuer; however, security is euro denominated. (R) These securities are exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold, normally to qualified institutional buyers, in transactions exempt from registration. Rule 144A securities amounted to $766,994, or 12.20% of net assets as of June 30, 2001. (Y) Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer; however, security is U.S. dollar denominated. (r) Direct placement securities are restricted as to resale. They have been valued in accordance with procedures approved by the Trustees after consideration of restrictions as to resale, financial condition and prospects of the issuer, general market conditions and pertinent information, in accordance with the Fund's By- Laws and the Investment Company Act of 1940, as amended. The Fund has limited rights to registration under the Securities Act of 1933 with respect to these restricted securities. Additional information on these securities is as follows: MARKET MARKET VALUE AS A VALUE AT ACQUISITION ACQUISITION % OF FUND JUNE 30, ISSUER, DESCRIPTION DATE COST NET ASSETS 2000 - ------------------- ---- ---- ---------- ---- Oregon Steel CF&I 05-14-98 $44,207 0.67% $42,321 The percentage shown for each investment category is the total value of that category expressed as a percentage of the net assets of the Fund. See notes to financial statements. Portfolio Concentration June 30, 2001 (Unaudited) - --------------------------------------------------------------------------- The V.A. High Yield Bond Fund invests primarily in securities issued in the United States of America. The performance of this Fund is closely tied to the economic and financial conditions of the countries within which it invests. The concentration of investments by industry category for individual securities held by the Fund is shown in the Schedule of Investments. In addition, concentration of investments can be aggregated by various countries. The table below shows the percentages of the Fund's investments at June 30, 2001 assigned to country categories. MARKET VALUE AS A % COUNTRY DIVERSIFICATION OF FUND NET ASSETS - ----------------------- ------------------- Argentina 1.56% Australia 0.31 Brazil 1.29 Canada 7.37 Germany 1.24 Indonesia 0.60 Japan 0.82 Luxembourg 0.35 Mexico 6.88 Netherlands 3.64 Norway 0.77 Panama 0.80 South Africa 0.16 United Kingdom 2.59 United States 67.61 ------ TOTAL INVESTMENTS 95.99% ====== Additionally, the concentration of investments can be aggregated by the quality rating for each debt security. QUALITY DISTRIBUTION - -------------------- A 0.82% BBB 1.48 BB 11.25 B 51.14 CCC 9.97 CC 1.13 C 0.12 D 1.86 ------ TOTAL BONDS 77.77% ====== See notes to financial statements. NOTES TO FINANCIAL STATEMENTS John Hancock Funds - Declaration Trust (UNAUDITED) NOTE A -- ACCOUNTING POLICIES John Hancock V.A. 500 Index Fund ("V.A. 500 Index Fund"), John Hancock V.A. Large Cap Growth Fund ("V.A. Large Cap Growth Fund"), John Hancock V.A. Mid Cap Growth Fund ("V.A. Mid Cap Growth Fund"), John Hancock V.A. Small Cap Growth Fund ("V.A. Small Cap Growth Fund"), John Hancock V.A. International Fund ("V.A. International Fund"), John Hancock V.A. Regional Bank Fund ("V.A. Regional Bank Fund") and John Hancock V.A. High Yield Bond Fund ("V.A. High Yield Bond Fund") (each a "Fund," collectively, the "Funds") are separate series of John Hancock Declaration Trust (the "Trust"), an open-end management investment company registered under the Investment Company Act of 1940. The Trust, organized as a Massachusetts business trust in 1995, consists of fifteen different series as of June 30, 2001. The other series of the Trust are reported in a separate shareholders' report. Each Fund currently has one class of shares with equal rights as to voting, redemption, dividends and liquidation within its respective Funds. The Trustees may authorize the creation of additional series from time to time to satisfy various investment objectives. An insurance company issuing a Variable Contract that participates in the Trust will vote shares of the Funds held by the insurance company's separate accounts as required by law. In accordance with current law and interpretations thereof, participating insurance companies are required to request voting instructions from policy owners and must vote shares of the Funds in proportion to the voting instructions received. The investment objective of the V.A. 500 Index Fund is to provide investment results that correspond with the total return performance of the Standard & Poor's 500 Stock Price Index (the "S&P 500 Index"). The investment objective of the V.A. Large Cap Growth Fund is to seek long-term capital appreciation. The investment objective of the V.A. Mid Cap Growth Fund is to seek long-term capital appreciation. The investment objective of the V.A. Small Cap Growth Fund is to seek long-term capital appreciation. The investment objective of the V.A. International Fund is to seek long-term growth of capital. The investment objective of the V.A. Regional Bank Fund is to seek long-term capital appreciation. The investment objective of the V.A. High Yield Bond Fund is to seek maximum current income without assuming undue risk. Significant accounting policies of the Funds are as follows: VALUATION OF INVESTMENTS Securities in the Funds' portfolios are valued on the basis of market quotations, valuations provided by independent pricing services or, if quotations are not readily available, or the value has been materially affected by events occurring after the closing of a foreign market, at fair value as determined in good faith in accordance with procedures approved by the Trustees. Short-term debt investments maturing within 60 days are valued at amortized cost, which approximates market value. All portfolio transactions initially expressed in terms of foreign currencies have been translated into U.S. dollars as described in "Foreign Currency Translation" below. JOINT REPURCHASE AGREEMENT Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Funds, along with other registered investment companies having a management contract with John Hancock Advisers, Inc. (the "Adviser"), a wholly owned subsidiary of The Berkeley Financial Group, Inc., may participate in a joint repurchase agreement transaction. Aggregate cash balances are invested in one or more large repurchase agreements, whose underlying securities are obligations of the U.S. government and/or its agencies. The Funds' respective custodian banks receive delivery of the underlying securities for the joint account on the Funds' behalf. The Adviser is responsible for ensuring that the agreement is fully collateralized at all times. FOREIGN CURRENCY TRANSLATION All assets or liabilities initially expressed in terms of foreign currencies are translated into U.S. dollars based on London currency exchange quotations as of 5:00 p.m., London time, on the date of any determination of the net asset value of the Funds. Transactions affecting statement of operations accounts and net realized gain (loss) on investments are translated at the rates prevailing at the dates of the transactions. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Reported net realized foreign exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Funds' books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rate. INVESTMENT TRANSACTIONS Investment transactions are recorded as of the date of purchase, sale or maturity. Net realized gains and losses on sales of investments are determined on the identified cost basis. Capital gains realized on some foreign securities are subject to foreign taxes, which are accrued, as applicable. DISCOUNT AND PREMIUM ON SECURITIES The Funds accrete discount and amortize premium from par value on securities from either the date of issue or the date of purchase over the life of the security. EXPENSES The majority of the expenses are directly identifiable to an individual fund. Expenses that are not readily identifiable to a specific fund will be allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the funds. ORGANIZATION EXPENSES Expenses incurred in connection with the organization of the Funds have been capitalized and are being charged to the Funds' operations ratably over a five-year period that began with the commencement of the investment operations of the Funds. BANK BORROWINGS The Funds are permitted to have bank borrowings for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Funds have entered into a syndicated line of credit agreement with various banks. This agreement enables the Funds to participate with other funds managed by the Adviser in an unsecured line of credit with banks, which permit borrowings up to $500 million, collectively. Interest is charged to each fund, based on its borrowing. In addition, a commitment fee is charged to each fund based on the average daily unused portion of the line of credit and is allocated among the participating Funds. The Funds had no borrowing activities under the line of credit during the period ended June 30, 2001. SECURITIES LENDING The Funds may lend securities to certain qualified brokers who pay the Funds negotiated lender fees. These fees are included in interest income. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Funds may bear the risk of delay of the loaned securities in recovery or even loss of rights in the collateral, should the borrower of the securities fail financially. At June 30, 2001, the V.A. International Fund loaned securities having a market value of $1,034,602, collateralized by cash in the amount of $1,040,206 and securities with market value of $35,900. The cash collateral was invested in a short-term instrument. FINANCIAL FUTURES CONTRACTS The Funds may buy and sell financial futures contracts. Buying futures tends to increase the Funds' exposure to the underlying instruments. Selling futures tends to decrease the Funds' exposure to the underlying instruments or hedge other Funds' instruments. At the time the Funds enter into financial futures contracts, they are required to deposit with their custodians specified amounts of cash or U.S. government securities, known as "initial margin," equal to a certain percentage of the value of the financial futures contracts being traded. Each day, the futures contracts are valued at the official settlement price of the board of trade or U.S. commodities exchange on which they trade. Subsequent payments to and from the broker, known as "variation margin," are made on a daily basis as the market price of the financial futures contract fluctuates. Daily variation margin adjustments, arising from this "mark to market," are recorded by the Funds as unrealized gains or losses. When the contracts are closed, the Funds recognize a gain or loss. Risks of entering into futures contracts include the possibility that there may be an illiquid market and/or that a change in the value of the contracts may not correlate with changes in the value of the underlying securities. In addition, the Funds could be prevented from opening or realizing the benefits of closing out futures positions because of position limits or limits on daily price fluctuation imposed by an exchange. For federal income tax purposes, the amount, character and timing of the Funds' gains and/or losses can be affected as a result of futures contracts. The Funds had the following open financial futures contracts at June 30, 2001: OPEN UNREALIZED EXPIRATION CONTRACTS POSITION DEPRECIATION - -------- --------- -------- ------------ V.A. 500 INDEX FUND SEPT 01 2 S&P 500 Long ($18,214) ======= At June 30, 2001, the V.A. 500 Index Fund had deposited $34,500 in a segregated account to cover margin requirements on open futures contracts. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS The Funds (except for V.A. 500 Index Fund) may enter into forward foreign currency exchange contracts as a hedge against the effect of fluctuations in currency exchange rates. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date at a set price. The aggregate principal amounts of the contracts are marked to market daily at the applicable foreign currency exchange rates. Any resulting unrealized gains and losses are included in the determination of the Funds' daily net assets. The Funds record realized gains and losses at the time the forward foreign currency exchange contract is closed out or offset by a matching contract. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of the contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. These contracts involve market or credit risk in excess of the unrealized gain or loss reflected in the Funds' Statements of Assets and Liabilities. The Funds may also purchase and sell forward contracts to facilitate the settlement of foreign currency denominated portfolio transactions, under which they intend to take delivery of the foreign currency. Such contracts normally involve no market risk if they are offset by the currency amount of the underlying transaction. The Funds had the following open forward foreign currency exchange contracts at June 30, 2001: UNREALIZED PRINCIPAL AMOUNT EXPIRATION APPRECIATION/ CURRENCY COVERED BY CONTRACT MONTH (DEPRECIATION) - -------- ------------------- ---------- ------------ V.A. INTERNATIONAL FUND Buys Euro 4,716 Jul 01 ($33) ======= Sells Japanese Yen 32,214,883 Sep 01 $3,314 ======= V.A. HIGH YIELD BOND FUND Buys Euro 13,000 Jul 01 ($589) ======= Sells Euro 246,000 Jul 01 $11,283 Euro 59,000 Aug 01 2,491 Euro 54,400 Sep 01 413 Euro 103,200 Oct 01 38 Pound Sterling 13,750 Jul 01 398 Pound Sterling 54,600 Aug 01 1,371 ------- $15,994 ======= FEDERAL INCOME TAXES The Funds qualify as "regulated investment companies" by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income which is distributed to shareholders. Therefore, no federal income tax provision is required. For federal income tax purposes, the following Funds had capital loss carryforwards available to the extent provided by regulators to offset future net realized capital gains: CAPITAL LOSS CARRYFORWARD EXPIRING FUND 12/31/2008 - ---- ---------- V.A. Large Cap Growth Fund 1,306,804 V.A. Mid Cap Growth Fund 633,415 V.A. Small Cap Growth Fund 2,089,105 V.A. International Fund 265,560 V.A. Regional Bank Fund 2,212,041 Expired capital loss carryforwards are reclassified to capital paid-in, in the year of expiration. DIVIDENDS, INTEREST AND DISTRIBUTIONS Dividend income on investment securities is recorded on the ex-dividend date or, in the case of some foreign securities, on the date thereafter when the Funds identify the dividend. Interest income on investment securities is recorded on the accrual basis. The Funds may place debt obligations on non-accrual status and reduce related interest income by ceasing current accruals and writing off interest receivables when the collection of interest has become doubtful. Foreign income may be subject to foreign withholding taxes, which are accrued as applicable. The Funds record distributions to shareholders from net investment income and realized gains on the ex-dividend date. Such distributions are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. USE OF ESTIMATES The preparation of these financial statements, in accordance with accounting principles generally accepted in the United States of America, incorporates estimates made by management in determining the reported amount of assets, liabilities, revenues and expenses of the Funds. Actual results could differ from these estimates. NOTE B -- MANAGEMENT FEE AND TRANSACTIONS WITH AFFILIATES AND OTHERS The Funds have an investment management contract with the Adviser. Under the investment management contract, the Funds pay monthly management fees to the Adviser equivalent, on an annual basis, to the following: RATE AS A PERCENTAGE OF FUND AVERAGE DAILY NET ASSETS - ---- ------------------------ V.A. 500 Index Fund 0.35% V.A. Large Cap Growth Fund 0.75 V.A. Mid Cap Growth Fund 0.75 V.A. Small Cap Growth Fund 0.75 V.A. International Fund 0.90 V.A. Regional Bank Fund 0.80 V.A. High Yield Bond Fund 0.60 V.A. International Fund and the Adviser have a subadvisory contract with Nicholas-Applegate Capital Management LP. The Fund is not responsible for payment of subadviser's fees. The Adviser has agreed to limit the management fee on the V.A. 500 Index Fund to 0.10% of the Fund's average daily net assets, at least until April 30, 2002. Accordingly, the management fee reduction amounted to $15,341 during the period ended June 30, 2001. The Adviser reserves the right to terminate this limitation in the future. The Adviser has agreed to limit each Fund's expenses (excluding the management fee), to 0.25% of each Fund's average daily net assets at least until April 30, 2002. Accordingly, the reductions in the Funds' expenses for the period ended June 30, 2001 amounted to as follows: FUND FEE REDUCTION - ---- ------------- V.A. 500 Index Fund $73,289 V.A. Large Cap Growth Fund 10,890 V.A. Mid Cap Growth Fund 7,693 V.A. Small Cap Growth Fund 15,729 V.A. International Fund 65,160 V.A. High Yield Bond Fund 6,302 The Adviser reserves the right to terminate this limitation in the future. The Funds have an agreement with the Adviser to perform necessary tax, accounting and legal services for the Funds. The compensation for the period was at an annual rate 0.02% of the average net assets of the Funds. The V.A. 500 Index Fund has an agreement with Standard & Poor's ("S&P") to license certain trademarks and trade names of S&P and of the S&P 500 Index, which is determined, composed and calculated by S&P without regard to the Adviser or the V.A. 500 Index Fund. (Requisite disclosure regarding the use of the Standard & Poor's name is included in the Fund's prospectus.) Ms. Maureen R. Ford and Mr. John M. DeCiccio are directors and/or officers of the Adviser and/or its affiliates, as well as Trustees of the Funds. The compensation of unaffiliated Trustees is borne by the Funds. The unaffiliated Trustees may elect to defer for tax purposes their receipt of this compensation under the John Hancock Group of Funds Deferred Compensation Plan. The Funds make investments into other John Hancock Funds, as applicable, to cover their liability for the deferred compensation. Investments to cover the Funds' deferred compensation liability are recorded on the Funds' books as an other asset. The deferred compensation liability and the related other asset are always equal and are marked to market on a periodic basis to reflect any income earned by the investment as well as any unrealized gains or losses. The Deferred Compensation Plan investments had no impact on the operations of the Funds. The Adviser and other subsidiaries of John Hancock Life Insurance Company owned the following shares of beneficial interest of the Funds as of June 30, 2001: FUND SHARES OF BENEFICIAL INTEREST - ---- ----------------------------- V.A. International Fund 234,153 V.A. Regional Bank Fund 53,285 V.A. High Yield Bond Fund 303,397 NOTE C - INVESTMENT TRANSACTIONS Purchases and proceeds from sales of securities for the Funds, other than short-term securities and obligations of the U.S. government, during the period ended June 30, 2001, were as follows: FUND PURCHASES SALES - ---- ----------- ----------- V.A. 500 Index Fund $601,875 $5,080,671 V.A. Large Cap Growth Fund 3,198,286 6,750,088 V.A. Mid Cap Growth Fund 5,746,356 8,760,588 V.A. Small Cap Growth Fund 6,054,793 10,810,755 V.A. International Fund 10,407,135 9,595,174 V.A. Regional Bank Fund 1,100,972 3,794,866 V.A. High Yield Bond Fund 2,295,915 2,023,988 The cost of investments owned at June 30, 2001 (including short-term investments) and gross unrealized appreciation and depreciation of investments for federal income tax purposes, were as follows: GROSS GROSS NET UNREALIZED UNREALIZED UNREALIZED APPRECIATION/ FUND COST APPRECIATION DEPRECIATION (DEPRECIATION) - ---- ----------- ------------ ------------ ------------ V.A. 500 Index Fund $13,903,431 $6,188,493 $1,344,532 $4,843,961 V.A. Large Cap Growth Fund 6,085,183 1,056,859 813,891 242,968 V.A. Mid Cap Growth Fund 6,572,548 629,200 768,509 (139,309) V.A. Small Cap Growth Fund 11,552,758 3,156,020 1,404,597 1,751,423 V.A. International Fund 6,537,946 171,218 502,503 (331,285) V.A. Regional Bank Fund $9,630,558 $2,357,634 $140,878 $2,216,756 V.A. High Yield Bond Fund 8,639,726 299,155 2,906,473 (2,607,318) NOTE D - CHANGE IN ACCOUNTING PRINCIPLE Effective January 1, 2001, the Funds adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies, as revised, and began amortizing premiums on debt securities. Prior to this date, the Funds did not amortize premiums on debt securities. The cumulative effect of this accounting change had no impact on the total net assets of the Funds, but for the V.A. High Yield Bond Fund resulted in a $23,914 reduction in the cost of the investments and a corresponding decrease in unrealized depreciation on investments, based on securities held as of December 31, 2000. For the V.A. High Yield Bond Fund, the effect of this change in the period ended June 30, 2001 was to decrease net investment income by $7,389, decrease unrealized depreciation on investments by $3,483 and decrease net realized loss on investments by $3,906. The effect of this change on the per share operating performance and the annualized ratio of net investment income to average net assets for the period ended June 30, 2001 was as follows: decrease in net investment income by $0.01 per share, decrease in net realized and unrealized loss on investments by $0.01 per share and decrease in the ratio of net investment income to average net assets by 0.22%. The Statements of Changes in Net Assets and Financial Highlights for prior periods have not been restated to reflect this change in presentation. NOTE E - SHAREHOLDER MEETING On April 25, 2001 shareholders of V.A. International Fund approved a new subadvisory management contract among the V.A. International Fund, Adviser and Nicholas-Applegate Capital Management LP (562,916 FOR; 17,927 AGAINST; and 41,896 ABSTAINING). [A 1 1/2" x 1/2" John Hancock (Signature) logo in upper left hand corner.] John Hancock Funds, Inc. MEMBER NASD 101 Huntington Avenue Boston, MA 02199-7603 1-800-225-5291 1-800-554-6713 TDD 1-800-338-8080 EASI-Line www.jhfunds.com This report is for the information of the shareholders of the John Hancock Declaration Trust. A recycled logo in lower left hand corner with caption "Printed on Recycled Paper." DVASA 6/01 8/01 Exhibit C JOHN HANCOCK V.S.T. GROWTH & INCOME NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS JUNE 30, 2001 Pro forma information is intended to provide the shareholders of the John Hancock V.S.T. Growth & Income Fund and the John Hancock V.A. Core Equity Fund with information about the impact of the proposed merger by indicating how the merger might have affected information had the merger been consummated as of June 30, 2000. The pro forma combined statements of assets and liabilities and results of operations as of June 30, 2001 have been prepared to reflect the merger of John Hancock V.S.T. Growth & Income and John Hancock V.A. Core Equity Fund after giving effect to pro forma adjustments described in the notes below. (a) Acquisition by John Hancock V.S.T. Growth & Income Fund of all assets of John Hancock V.A. Core Equity Fund and issuance of John Hancock V.S.T. Growth & Income Fund shares in exchange for all of the outstanding shares of John Hancock V.A. Core Equity Fund. (b) The deferred organization expense of John Hancock V.A. Core Equity Fund was written off as the Fund would no longer be in existence. (c) The investment advisory fee was adjusted to reflect the application of the fee structure which will be in effect for John Hancock V.S.T. Growth & Income Fund: 0.71% for the first $150,000,000 of the Fund's net assets; 0.69% for the net assets between $150,000,000 and $300,000,000; 0.67% for the net assets in excess of $300,000,000. (d) The actual expenses incurred by the John Hancock V.S.T. Growth & Income Fund and the John Hancock V.A. Core Equity Fund for various expenses included on a pro forma basis were reduced to reflect the estimated savings arising from the merger. (e) Represents the Adviser's voluntary agreement to limit the funds' other expenses to an annual rate of 0.10% of the funds' average daily net assets. John Hancock V.S.T. Growth & Income Fund Exhibit C Pro-forma combined statement of assets and liabilities June 30, 2001 (000 omitted) John Hancock John Hancock V.S.T. Growth & V.A. Core Pro-Forma Income Fund Equity Fund Adjustments Combined --------------- ------------ ------------ ----------- Assets Long term investments at cost $ 2,539,202 $ 36,204 $ -- $ 2,575,406 Net unrealized appreciation (depreciation) of investments 221,717 4,780 -- 226,497 Short-term investments at value 55,129 558 -- 55,687 ----------- ----------- ------------ ----------- Total investments 2,816,048 41,542 -- 2,857,590 Receivable for: Investments sold 13,303 22 -- 13,325 Interest and dividends 2,031 42 -- 2,073 Other assets -- 1 -- 1 ----------- ----------- ------------ ----------- Total Assets 2,831,382 41,607 -- 2,872,989 ----------- ----------- ------------ ----------- Liabilities Payables for: Investments purchased 19,727 305 -- 20,032 Fund shares purchased -- 120 -- 120 Securities on loan 9,945 -- -- 9,945 Payable to affiliates -- 25 -- 25 Other liabilities 1,720 21 -- 1,741 ----------- ----------- ------------ ----------- Total Liabilities 31,392 471 -- 31,863 ----------- ----------- ------------ ----------- Net assets: Capital paid-in 2,963,174 40,154 -- 3,003,328 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions (385,265) (3,801) -- (389,066) Undistributed (distribution in excess of) net investment income (loss) 364 3 -- 367 Net unrealized appreciation (depreciation) of investments, futures and foreign currencies translations 221,717 4,780 -- 226,497 ----------- ----------- ------------ ----------- Net assets 2,799,990 41,136 -- 2,841,126 =========== =========== ============ =========== NET ASSETS V.S.T. Growth & Income Fund 2,799,990 -- 41,136 (a) 2,841,126 V.A. Core Equity Fund -- 41,136 (41,136)(a) -- ----------- ----------- ------------ ----------- 2,799,990 41,136 -- 2,841,126 =========== =========== ============ =========== Shares outstanding: V.S.T. Growth & Income Fund 217,626 -- 3,100 (a) 220,726 V.A. Core Equity Fund -- 2,469 (2,469)(a) -- ----------- ----------- ------------ ----------- 217,626 2,469 631 220,726 =========== =========== ============ =========== Net asset value per share: V.S.T. Growth & Income Fund $ 12.87 -- -- $ 12.87 V.A. Core Equity Fund -- $ 16.66 $ (16.66)(a) -- =========== =========== ============ =========== See Notes to Pro-forma Combined Financial Statements John Hancock V.S.T. Growth & Income Fund Exhibit C Pro-forma combined statement of operations For the year ended June 30, 2001 (000 omitted) John Hancock John Hancock V.S.T. Growth & V.A. Core Pro-Forma Income Fund Equity Fund Adjustments Combined --------------- ------------ ------------ ----------- Investement Income Interest and dividends $ 38,881 $ 532 $ -- $ 39,413 Securities Lending 172 24 -- 196 --------- --------- --------- --------- Total Investment Income 39,053 556 -- 39,609 --------- --------- --------- --------- Expenses Investment management fee 22,818 295 (12)(c) 23,101 Auditing fees 367 24 (24)(d) 367 Custodian fees 1,146 27 (13)(d) 1,160 Fidelity Bond fees 4 -- -- 4 Accounting and legal services fee -- 8 -- 8 Legal fees 230 -- -- (d) 230 Printing & mailing fees 1,991 5 (5)(d) 1,991 Organization expense -- 2 (2)(b) -- Trustees' fee 140 3 -- 143 Registration and filing fees -- -- -- -- Miscellaneous -- 4 -- 4 Other fees 87 -- -- 87 Interest expense -- -- -- -- --------- --------- --------- --------- Total Expenses 26,783 368 (56) 27,095 Less Expense Reductions (149) -- (538)(e) (687) --------- --------- --------- --------- Net Expenses 26,634 368 (594) 26,408 --------- --------- --------- --------- Net Investment Income 12,419 188 594 13,201 --------- --------- --------- --------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) Investments (273,187) (3,524) -- (276,711) Change in net unrealized appreciation (depreciation) of: Investments (531,648) (2,110) -- (533,758) --------- --------- --------- --------- Net realized and unrealized gain (loss) (804,835) (5,634) -- (810,469) --------- --------- --------- --------- Net increase (decrease) in net assets resulting from operations $(792,416) $ (5,446) $ 594 $(797,268) ========= ========= ========= ========= See Notes to Pro-forma Combined Financial Statements Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Core Equity Fund, combined on June 30, 2001. ---------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ---------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------------- ISSUER DESCRIPTION COMMON STOCK Aerospace & Defense (1.76%) Boeing Co. 146,300 $ 8,134 General Dynamics Corp. 266,000 20,697 3,800 $ 296 United Technologies Corp. 277,800 20,352 5,600 410 --------------- --------------- 49,183 706 --------------- --------------- Auto & Truck Parts (0.31%) Lear Corp. * 244,000 8,516 4,400 154 --------------- --------------- Automobile (0.89%) Ford Motor Co. 600,000 14,730 13,000 319 General Motors Corp. - Cl. H 506,658 10,260 --------------- --------------- 24,990 319 --------------- --------------- Bank (5.01%) Bank of America Corp. 340,000 20,410 4,600 276 Bank of New York Co., Inc. 121,100 5,813 Comerica, Inc. 232,800 13,409 3,100 178 Fifth Third Bancorp 107,900 6,479 FleetBoston Financial Corp. 226,600 8,939 4,100 162 JP Morgan Chase & Co. 400,000 17,840 5,600 250 Mellon Financial Corp. 341,400 15,705 3,300 152 State Street Corp. 53,600 2,653 US Bancorp 1,236,000 28,169 28,400 647 Washington Mutual, Inc. 565,200 21,223 --------------- --------------- 140,640 1,665 --------------- --------------- Brokerage & Investment Management (0.43%) Charles Schwab Corp. 3,900 60 Goldman Sachs Group, Inc. 45,900 3,938 Morgan Stanley, Dean Witter, Discover & Co. 128,300 8,241 --------------- 12,239 --------------- ----------------------------- Combined ----------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ----------------------------- ISSUER DESCRIPTION COMMON STOCK Aerospace & Defense (1.76%) Boeing Co. 146,300 $ 8,134 General Dynamics Corp. 269,800 20,993 United Technologies Corp. 283,400 20,762 -------------- 49,889 -------------- Auto & Truck Parts (0.31%) Lear Corp. * 248,400 8,670 -------------- Automobile (0.89%) Ford Motor Co. 613,000 15,049 General Motors Corp. - Cl. H 506,658 10,260 -------------- 25,309 -------------- Bank (5.01%) Bank of America Corp. 344,600 20,686 Bank of New York Co., Inc. 121,100 5,813 Comerica, Inc. 235,900 13,587 Fifth Third Bancorp 107,900 6,479 FleetBoston Financial Corp. 230,700 9,101 JP Morgan Chase & Co. 405,600 18,090 Mellon Financial Corp. 344,700 15,857 State Street Corp. 53,600 2,653 US Bancorp 1,264,400 28,816 Washington Mutual, Inc. 565,200 21,223 -------------- 142,305 -------------- Brokerage & Investment Management (0.43%) Charles Schwab Corp. 3,900 60 Goldman Sachs Group, Inc. 45,900 3,938 Morgan Stanley, Dean Witter, Discover & Co. 128,300 8,241 -------------- 12,239 -------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Core Equity Fund, combined on June 30, 2001. ---------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ---------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------------- ISSUER DESCRIPTION Building (0.01%) Black & Decker Corp. (The) 6,300 $ 249 --------------- Chemical (1.80%) Air Products & Chemicals, Inc. 298,700 $ 13,666 5,200 238 Dow Chemical Co. 428,500 14,248 16,200 539 E.I. du Pont de Nemours & Co. 125,230 6,041 Praxair, Inc. 346,200 16,271 5,800 272 --------------- --------------- 50,226 1,049 --------------- --------------- Commercial Sevices (0.87%) Avery Dennison Corp. 219,400 11,200 Concord EFS, Inc. 150,600 7,833 Omnicom Group, Inc. 22,400 1,926 TMP Worldwide, Inc. 60,800 3,648 --------------- 24,607 --------------- Computer Equipment (6.00%) Brocade Communications Systems, Inc. 55,800 2,455 Cisco Systems, Inc.* 8,600 156 Dell Computer Corp. * 921,600 24,100 14,000 366 EMC Corp. * 115,100 3,344 Gateway, Inc. 144,100 2,370 Intel Corp. 2,077,100 60,755 31,600 924 International Business Machines Corp. 418,600 47,302 6,300 712 Lexmark International Group, Inc. - Cl. A 265,400 17,848 7,800 525 McData Corp. 154,100 2,704 Veritas Software Corp. * 105,500 7,019 --------------- --------------- 167,897 2,683 --------------- --------------- ----------------------------- Combined ----------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ----------------------------- ISSUER DESCRIPTION Building (0.01%) Black & Decker Corp. (The) 6,300 $ 249 -------------- Chemical (1.80%) Air Products & Chemicals, Inc. 303,900 13,904 Dow Chemical Co. 444,700 14,787 E.I. du Pont de Nemours & Co. 125,230 6,041 Praxair, Inc. 352,000 16,543 -------------- 51,275 -------------- Commercial Sevices (0.87%) Avery Dennison Corp. 219,400 11,200 Concord EFS, Inc. 150,600 7,833 Omnicom Group, Inc. 22,400 1,926 TMP Worldwide, Inc. 60,800 3,648 -------------- 24,607 -------------- Computer Equipment (6.00%) Brocade Communications Systems, Inc. 55,800 2,455 Cisco Systems, Inc.* 8,600 156 Dell Computer Corp. * 935,600 24,466 EMC Corp. * 115,100 3,344 Gateway, Inc. 144,100 2,370 Intel Corp. 2,108,700 61,679 International Business Machines Corp. 424,900 48,014 Lexmark International Group, Inc. - Cl. A 273,200 18,373 McData Corp. 154,100 2,704 Veritas Software Corp. * 105,500 7,019 -------------- 170,580 -------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Core Equity Fund, combined on June 30, 2001. ---------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ---------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------------- ISSUER DESCRIPTION Computer Software & Services (8.24%) Adobe Systems, Inc. * 183,100 $ 8,606 2,300 $ 108 Cadence Design Systems, Inc. * 386,200 7,195 6,000 112 Check Point Software Technologies, Ltd. * 105,200 5,320 Electronic Data Systems Corp. * 283,400 17,712 6,100 381 First Data Corp. 192,900 12,394 4,000 257 Fiserv, Inc. * 156,100 9,987 3,500 224 Micromuse, Inc. * 119,200 3,336 Microsoft Corp. 1,808,900 132,050 25,500 1,861 Oracle Corp. * 886,000 16,834 17,100 325 Parametric Technology Corp. 42,400 593 Peoplesoft, Inc. 109,900 5,410 3,000 148 Siebel Systems, Inc. * 112,000 5,253 SunGard Data Systems, Inc. 181,700 5,453 14,100 423 --------------- --------------- 230,143 3,839 --------------- --------------- Consumer Miscellaneous (0.67%) Black & Decker Corp. 305,700 12,063 Harley-Davidson, Inc. 147,100 6,925 --------------- 18,988 --------------- Cosmetic & Personal Care (1.61%) Avon Products, Inc. 244,100 11,297 6,000 278 Colgate-Palmolive Co. 164,900 9,727 Procter & Gamble Co. 176,000 11,229 Unilever NV - NY Shares 217,700 12,968 2,300 137 --------------- --------------- 45,221 415 --------------- --------------- Diversified Operations (8.12%) Amgen, Inc. 150,700 9,144 Danaher Corp. 193,500 10,836 General Electric Co. 3,401,330 165,815 39,300 1,916 Tyco International, Ltd. 774,800 42,227 12,800 697 --------------- --------------- 228,022 2,613 --------------- --------------- ----------------------------- Combined ----------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ----------------------------- ISSUER DESCRIPTION Computer Software & Services (8.24%) Adobe Systems, Inc. * 185,400 $ 8,714 Cadence Design Systems, Inc. * 392,200 7,307 Check Point Software Technologies, Ltd. * 105,200 5,320 Electronic Data Systems Corp. * 289,500 18,093 First Data Corp. 196,900 12,651 Fiserv, Inc. * 159,600 10,211 Micromuse, Inc. * 119,200 3,336 Microsoft Corp. 1,834,400 133,911 Oracle Corp. * 903,100 17,159 Parametric Technology Corp. 42,400 593 Peoplesoft, Inc. 112,900 5,558 Siebel Systems, Inc. * 112,000 5,253 SunGard Data Systems, Inc. 195,800 5,876 -------------- 233,982 -------------- Consumer Miscellaneous (0.67%) Black & Decker Corp. 305,700 12,063 Harley-Davidson, Inc. 147,100 6,925 -------------- 18,988 -------------- Cosmetic & Personal Care (1.61%) Avon Products, Inc. 250,100 11,575 Colgate-Palmolive Co. 164,900 9,727 Procter & Gamble Co. 176,000 11,229 Unilever NV - NY Shares 220,000 13,105 -------------- 45,636 -------------- Diversified Operations (8.12%) Amgen, Inc. 150,700 9,144 Danaher Corp. 193,500 10,836 General Electric Co. 3,440,630 167,731 Tyco International, Ltd. 787,600 42,924 -------------- 230,635 -------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Core Equity Fund, combined on June 30, 2001. ---------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ---------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------------- ISSUER DESCRIPTION Electric Power (1.96%) Allegheny Energy, Inc. 241,800 $ 11,667 Duke Energy Co. 400,000 15,604 Exelon Corp. 335,500 21,512 Mirant Corp. 194,400 6,687 5,600 $ 193 --------------- --------------- 55,470 193 --------------- --------------- Electrical Equipment (0.24%) Best Buy Co., Inc. 106,800 6,784 --------------- Electronic Components (0.06%) Electronic Arts, Inc. 28,400 1,644 --------------- Electronic Products & Services (4.88%) Analog Devices, Inc. 232,400 10,051 4,200 182 Applera Corporation - Applied Biosystems Group 86,700 2,319 Applied Materials, Inc. * 357,300 17,544 4,100 201 Applied Micro Circuits Corp. * 133,900 2,303 Celestica, Inc. 49,300 2,539 Cisco Systems, Inc. 1,483,100 26,992 Emulex Corp. 78,800 3,184 Integrated Device Technology, Inc. 55,800 1,768 KLA-Tencor Corp. * 237,363 13,879 3,300 193 LSI Logic Corp. 350,000 6,580 7,000 132 Marvell Technology Group, Ltd. * 140,600 3,782 Maxim Integrated Products, Inc. * 262,432 11,602 3,600 159 Parker- Hannifin Corp. 3,700 157 Sanmina Corp. * 114,200 2,673 Tektronix, Inc. 288,900 7,844 Texas Instruments, Inc. 476,500 15,010 7,800 245 Xilinx, Inc. * 219,300 9,044 3,100 128 --------------- --------------- 137,114 1,397 --------------- --------------- ----------------------------- Combined ----------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ----------------------------- ISSUER DESCRIPTION Electric Power (1.96%) Allegheny Energy, Inc. 241,800 $ 11,667 Duke Energy Co. 400,000 15,604 Exelon Corp. 335,500 21,512 Mirant Corp. 200,000 6,880 -------------- 55,663 -------------- Electrical Equipment (0.24%) Best Buy Co., Inc. 106,800 6,784 -------------- Electronic Components (0.06%) Electronic Arts, Inc. 28,400 1,644 -------------- Electronic Products & Services (4.88%) Analog Devices, Inc. 236,600 10,233 Applera Corporation - Applied Biosystems Group 86,700 2,319 Applied Materials, Inc. * 361,400 17,745 Applied Micro Circuits Corp. * 133,900 2,303 Celestica, Inc. 49,300 2,539 Cisco Systems, Inc. 1,483,100 26,992 Emulex Corp. 78,800 3,184 Integrated Device Technology, Inc. 55,800 1,768 KLA-Tencor Corp. * 240,663 14,072 LSI Logic Corp. 357,000 6,712 Marvell Technology Group, Ltd. * 140,600 3,782 Maxim Integrated Products, Inc. * 266,032 11,761 Parker- Hannifin Corp. 3,700 157 Sanmina Corp. * 114,200 2,673 Tektronix, Inc. 288,900 7,844 Texas Instruments, Inc. 484,300 15,255 Xilinx, Inc. * 222,400 9,172 -------------- 138,511 -------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Core Equity Fund, combined on June 30, 2001. ---------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ---------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------------- ISSUER DESCRIPTION Energy - Alternative Source (0.29%) El Paso Corp. 155,900 $ 8,191 --------------- Financial Services (0.76%) Providian Financial Corp. * 120,000 7,104 Stillwell Financial, Inc. 362,500 12,165 Citigroup, Inc. 32,600 $ 1,723 Concord EFS, Inc.* 4,100 213 Washington Mutual, Inc. 12,450 467 --------------- --------------- 19,269 2,403 --------------- --------------- Food, Beverage & Tobacco (3.42%) Anheuser-Busch Cos., Inc. 247,200 10,185 4,600 190 Coca-Cola Co. 300,000 13,500 Kraft Foods, Inc. CL A* 163,800 5,078 3,000 93 Pepsi Bottling Group, Inc. 6,900 277 PepsiCo, Inc. 549,800 24,301 5,800 256 Philip Morris Cos., Inc. 837,900 42,523 15,600 792 --------------- --------------- 95,864 1,331 --------------- --------------- Health Care Products (12.37%) Abbott Laboratories 308,000 14,787 Allergan, Inc. 132,500 11,329 American Home Products Corp. 608,200 35,543 Andrx Corp. * 32,300 2,487 Bristol-Myers Squibb Co. 436,000 22,803 Eli Lilly & Co. 112,400 8,318 Forest Laboratories, Inc. * 31,000 2,201 Genetech, Inc. * 104,000 5,731 Ivax Corp. 61,650 2,404 Johnson & Johnson 1,057,704 52,885 King Pharmaceuticals, Inc. * 64,500 3,467 MedImmune, Inc. * 108,900 5,140 Medtronic, Inc. 173,600 7,987 ----------------------------- Combined ----------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ----------------------------- ISSUER DESCRIPTION Energy - Alternative Source (0.29%) El Paso Corp. 155,900 $ 8,191 -------------- Financial Services (0.76%) Providian Financial Corp. * 120,000 7,104 Stillwell Financial, Inc. 362,500 12,165 Citigroup, Inc. 32,600 1,723 Concord EFS, Inc.* 4,100 213 Washington Mutual, Inc. 12,450 467 -------------- 21,672 -------------- Food, Beverage & Tobacco (3.42%) Anheuser-Busch Cos., Inc. 251,800 10,375 Coca-Cola Co. 300,000 13,500 Kraft Foods, Inc. CL A* 166,800 5,171 Pepsi Bottling Group, Inc. 6,900 277 PepsiCo, Inc. 555,600 24,557 Philip Morris Cos., Inc. 853,500 43,315 -------------- 97,195 -------------- Health Care Products (12.37%) Abbott Laboratories 308,000 14,787 Allergan, Inc. 132,500 11,329 American Home Products Corp. 608,200 35,543 Andrx Corp. * 32,300 2,487 Bristol-Myers Squibb Co. 436,000 22,803 Eli Lilly & Co. 112,400 8,318 Forest Laboratories, Inc. * 31,000 2,201 Genetech, Inc. * 104,000 5,731 Ivax Corp. 61,650 2,404 Johnson & Johnson 1,057,704 52,885 King Pharmaceuticals, Inc. * 64,500 3,467 MedImmune, Inc. * 108,900 5,140 Medtronic, Inc. 173,600 7,987 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Core Equity Fund, combined on June 30, 2001. ---------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ---------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------------- ISSUER DESCRIPTION Merck & Co., Inc. 493,100 $ 31,514 Pfizer, Inc. 2,726,300 109,188 Pharmacia Corp. 181,700 8,349 Schering-Plough Corp. 570,100 20,661 UnitedHealth Group, Inc. 105,700 6,527 --------------- 351,321 --------------- Health Care Services (0.72%) Lincare Holdings, Inc. 137,400 4,123 5,400 $ 162 Tenet Healthcare Corp. 130,000 6,707 Trigon Healthcare, Inc. 144,700 9,384 2,700 175 --------------- --------------- 20,214 337 --------------- --------------- Insurance (4.09%) American International Group, Inc. 407,500 35,045 5,600 482 Hartford Financial Services Group, Inc. 349,600 23,913 4,900 335 Lincoln National Corp. 412,200 21,331 5,600 290 St. Paul Cos., Inc. 381,100 19,318 6,500 329 Torchmark, Inc. 210,100 8,448 4,300 173 XL Capital, Ltd. - Cl. A 78,900 6,478 2,200 181 --------------- --------------- 114,533 1,790 --------------- --------------- Leisure & Recreation (0.18%) Sabre Group Holdings, Inc. 100,000 5,000 3,800 190 --------------- --------------- Manufacturing (0.00%) Danaher Corp. 2,300 129 --------------- Media - TV / Radio (5.16%) AOL Time Warner, Inc. * 1,636,250 86,722 20,600 1,092 BEA Systems, Inc. 148,100 4,548 Clear Channel Communications, Inc. * 229,700 14,402 The Walt Disney Co. 487,300 14,078 7,500 217 Viacom, Inc. - Cl. B* 489,299 25,321 7,200 372 --------------- --------------- 145,071 1,681 --------------- --------------- ----------------------------- Combined ----------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ----------------------------- ISSUER DESCRIPTION Merck & Co., Inc. 493,100 $ 31,514 Pfizer, Inc. 2,726,300 109,188 Pharmacia Corp. 181,700 8,349 Schering-Plough Corp. 570,100 20,661 UnitedHealth Group, Inc. 105,700 6,527 -------------- 351,321 -------------- Health Care Services (0.72%) Lincare Holdings, Inc. 142,800 4,285 Tenet Healthcare Corp. 130,000 6,707 Trigon Healthcare, Inc. 147,400 9,559 -------------- 20,551 -------------- Insurance (4.09%) American International Group, Inc. 413,100 35,527 Hartford Financial Services Group, Inc. 354,500 24,248 Lincoln National Corp. 417,800 21,621 St. Paul Cos., Inc. 387,600 19,647 Torchmark, Inc. 214,400 8,621 XL Capital, Ltd. - Cl. A 81,100 6,659 -------------- 116,323 -------------- Leisure & Recreation (0.18%) Sabre Group Holdings, Inc. 103,800 5,190 -------------- Manufacturing (0.00%) Danaher Corp. 2,300 129 -------------- Media - TV / Radio (5.16%) AOL Time Warner, Inc. * 1,656,850 87,814 BEA Systems, Inc. 148,100 4,548 Clear Channel Communications, Inc. * 229,700 14,402 The Walt Disney Co. 494,800 14,295 Viacom, Inc. - Cl. B* 496,499 25,693 -------------- 146,752 -------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Core Equity Fund, combined on June 30, 2001. ---------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ---------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------------- ISSUER DESCRIPTION Medical (0.16%) Abbott Laboratories 5,400 $ 259 Allergan, Inc. * 2,000 171 American Home Products Corp. 7,400 432 Bristol-Myers Squibb Co. 7,800 408 Invitrogen Corp.* 2,000 111 Johnson & Johnson 14,618 731 Laboratory Corp. of America Holdings* 2,200 169 Merck & Co., Inc. 9,400 601 Pfizer, Inc. 34,000 1,362 Pharmacia Corp. 3,600 165 Schering-Plough Corp. 4,100 149 --------------- 4,558 --------------- Metals & Mining (0.80%) Minnesota Mining & Manufacturing Co. 197,100 $ 22,489 3,300 377 --------------- --------------- Mortgage Banking (0.03%) Fannie Mae 9,100 775 --------------- Natural Gas Distribution (0.88%) Enron Corp. 509,900 24,985 --------------- Office (0.01%) Avery Dennison Corp. 3,600 184 --------------- Oil (1.46%) Baker Hughes, Inc. 300,000 10,050 Royal Dutch Petroleum Co. - NY Shares 540,100 31,472 --------------- 41,522 --------------- ----------------------------- Combined ----------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ----------------------------- ISSUER DESCRIPTION Medical (0.16%) Abbott Laboratories 5,400 $ 259 Allergan, Inc. * 2,000 171 American Home Products Corp. 7,400 432 Bristol-Myers Squibb Co. 7,800 408 Invitrogen Corp.* 2,000 111 Johnson & Johnson 14,618 731 Laboratory Corp. of America Holdings* 2,200 169 Merck & Co., Inc. 9,400 601 Pfizer, Inc. 34,000 1,362 Pharmacia Corp. 3,600 165 Schering-Plough Corp. 4,100 149 -------------- 4,558 -------------- Metals & Mining (0.80%) Minnesota Mining & Manufacturing Co. 200,400 22,866 -------------- Mortgage Banking (0.03%) Fannie Mae 9,100 775 -------------- Natural Gas Distribution (0.88%) Enron Corp. 509,900 24,985 -------------- Office (0.01%) Avery Dennison Corp. 3,600 184 -------------- Oil (1.46%) Baker Hughes, Inc. 300,000 10,050 Royal Dutch Petroleum Co. - NY Shares 540,100 31,472 -------------- 41,522 -------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Core Equity Fund, combined on June 30, 2001. ---------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ---------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------------- ISSUER DESCRIPTION Oil & Natural Gas Exploration & Production (4.31%) Apache Corp. 2,500 $ 127 Chevron Corp. 174,000 $ 15,747 3,000 271 El Paso Corp. 2,300 121 Enron Corp. 7,000 343 Exxon Mobil Corp. 842,870 73,625 14,112 1,233 Kerr-McGee Corp. 168,200 11,147 2,400 159 Royal Dutch Petroleum Co. (ADR) (Netherlands) 9,600 559 Transocean Sedco Forex, Inc. 50,450 2,081 USX-Marathon Group 572,500 16,894 5,800 171 --------------- --------------- 119,494 2,984 --------------- --------------- Paper & Forest Products (0.41%) Kimberly-Clark Corp. 203,000 11,348 4,100 229 --------------- --------------- Personal & Commercial Lending (2.88%) Citigroup, Inc. 1,549,000 81,849 --------------- Real Estate Operations (0.05%) HomeStore.com, Inc. 39,800 1,391 --------------- Retail - Department Stores (7.75%) Abercrombie & Fitch Co. (Class A) * 197,700 8,798 4,100 183 Bed Bath & Beyond, Inc. * 300,500 9,376 5,600 168 CVS Corp. 263,900 10,187 4,600 177 Home Depot, Inc. 559,600 26,049 6,600 307 Kohl's Corp. * 393,500 24,684 7,900 496 Lowe's Cos., Inc. 402,766 29,221 9,200 667 May Department Stores Co. 271,100 9,288 7,400 254 Talbots, Inc. 128,000 5,600 Target Corp. 338,300 11,705 5,600 194 TJX Cos., Inc. 499,100 15,906 9,700 309 Wal-Mart Stores, Inc. 1,348,900 65,826 14,800 722 --------------- --------------- 216,640 3,477 --------------- --------------- ----------------------------- Combined ----------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ----------------------------- ISSUER DESCRIPTION Oil & Natural Gas Exploration & Production (4.31%) Apache Corp. 2,500 $ 127 Chevron Corp. 177,000 16,018 El Paso Corp. 2,300 121 Enron Corp. 7,000 343 Exxon Mobil Corp. 856,982 74,858 Kerr-McGee Corp. 170,600 11,306 Royal Dutch Petroleum Co. (ADR) (Netherlands) 9,600 559 Transocean Sedco Forex, Inc. 50,450 2,081 USX-Marathon Group 578,300 17,065 -------------- 122,478 -------------- Paper & Forest Products (0.41%) Kimberly-Clark Corp. 207,100 11,577 -------------- Personal & Commercial Lending (2.88%) Citigroup, Inc. 1,549,000 81,849 -------------- Real Estate Operations (0.05%) HomeStore.com, Inc. 39,800 1,391 -------------- Retail - Department Stores (7.75%) Abercrombie & Fitch Co. (Class A) * 201,800 8,981 Bed Bath & Beyond, Inc. * 306,100 9,544 CVS Corp. 268,500 10,364 Home Depot, Inc. 566,200 26,356 Kohl's Corp. * 401,400 25,180 Lowe's Cos., Inc. 411,966 29,888 May Department Stores Co. 278,500 9,542 Talbots, Inc. 128,000 5,600 Target Corp. 343,900 11,899 TJX Cos., Inc. 508,800 16,215 Wal-Mart Stores, Inc. 1,363,700 66,548 -------------- 220,117 -------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Core Equity Fund, combined on June 30, 2001. ---------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ---------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------------- ISSUER DESCRIPTION Retail - Drug Stores (0.26%) Rite Aid Corp. 15,000 $ 135 Walgreen Co. 210,300 7,182 3,900 $ 133 --------------- --------------- 7,317 133 --------------- --------------- Retail - Food (0.17%) Starbucks Corp. * 210,700 4,846 --------------- Soap & Cleaning Preparations (0.01%) Colgate-Palmolive Co. 4,100 242 Procter & Gamble Co. (The) 3,100 198 --------------- 440 --------------- Telecommunication Equipment (2.61%) Ciena Corp. * 96,900 3,682 Comverse Technology, Inc. 219,400 12,528 1,800 103 Linear Technology Corp. 339,700 15,022 4,900 217 Micron Technology, Inc. 181,100 7,443 Nokia Oyj - ADR 200,000 4,408 Qualcomm, Inc. * 382,000 22,339 4,500 263 RF Micro Devices, Inc. 105,000 2,832 Scientific-Atlanta, Inc. * 76,200 3,094 Sonus Networks, Inc. * 99,200 2,317 --------------- --------------- 73,665 583 --------------- --------------- Telecommunication Services (3.18%) Broadwing, Inc. 452,100 11,054 6,700 164 EchoStar Communications Corp. - Cl. A* 195,400 6,335 Sprint PCS (PCS Group) * 809,500 19,549 11,700 282 Verizon Communications 971,600 51,981 18,300 979 --------------- --------------- 88,919 1,425 --------------- --------------- Telephone (2.33%) AT&T Corp. - Liberty Media Group - Cl. A 704,262 12,318 16,400 287 Qwest Communications International, Inc. 1,080,300 34,429 17,000 542 SBC Communications, Inc. 196,800 7,884 Telephone and Data Systems, Inc. 96,500 10,494 1,800 195 --------------- --------------- 65,125 1,024 --------------- --------------- ----------------------------- Combined ----------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ----------------------------- ISSUER DESCRIPTION Retail - Drug Stores (0.26%) Rite Aid Corp. 15,000 $ 135 Walgreen Co. 214,200 7,315 -------------- 7,450 -------------- Retail - Food (0.17%) Starbucks Corp. * 210,700 4,846 -------------- Soap & Cleaning Preparations (0.01%) Colgate-Palmolive Co. 4,100 242 Procter & Gamble Co. (The) 3,100 198 -------------- 440 -------------- Telecommunication Equipment (2.61%) Ciena Corp. * 96,900 3,682 Comverse Technology, Inc. 221,200 12,631 Linear Technology Corp. 344,600 15,239 Micron Technology, Inc. 181,100 7,443 Nokia Oyj - ADR 200,000 4,408 Qualcomm, Inc. * 386,500 22,602 RF Micro Devices, Inc. 105,000 2,832 Scientific-Atlanta, Inc. * 76,200 3,094 Sonus Networks, Inc. * 99,200 2,317 -------------- 74,248 -------------- Telecommunication Services (3.18%) Broadwing, Inc. 458,800 11,218 EchoStar Communications Corp. - Cl. A* 195,400 6,335 Sprint PCS (PCS Group) * 821,200 19,831 Verizon Communications 989,900 52,960 -------------- 90,344 -------------- Telephone (2.33%) AT&T Corp. - Liberty Media Group - Cl. A 720,662 12,605 Qwest Communications International, Inc. 1,097,300 34,971 SBC Communications, Inc. 196,800 7,884 Telephone and Data Systems, Inc. 98,300 10,689 -------------- 66,149 -------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Core Equity Fund, combined on June 30, 2001. ---------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ---------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------------- ISSUER DESCRIPTION Utilities (0.06%) Allegheny Energy, Inc. 4,400 $ 212 Duke Energy Corp. 16,500 644 Exelon Corp. 8,100 519 SBC Communications, Inc. 6,900 277 --------------- 1,652 --------------- U.S. Government Agencies (1.41%) Federal National Mortgage Assoc. 471,900 $ 40,182 --------------- --------------- --------------- TOTAL COMMON STOCK (98.62%) 2,760,919 40,984 --------------- --------------- PAR VALUE PAR VALUE (000's (000's OMITTED) OMITTED) ------------ ------------ SHORT-TERM INVESTMENTS (1.59%) Investments in joint trading account 3.97% due 07/02/01 3.970% $ 45,184 45,184 Joint Repurchase Agreement (0.02%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 10.625% due 08-15-15 and 6.250% due 08-15-23, U.S. Treasury Note 5.625% due 11-30-02) - Note B 3.97% $ 558 558 CASH EQUIVALENTS (0.35%) Navigator Securities Lending Prime Portfolio** 9,944,668 9,945 --------------- --------------- TOTAL SHORT TERM INVESTMENTS (1.96%) 55,129 558 --------------- --------------- TOTAL INVESTMENTS (100.58%) 2,816,048 41,542 --------------- --------------- OTHER ASSETS AND LIABILITIES, NET (0.58%) (16,058) (406) --------------- --------------- NET ASSETS (100.00%) $ 2,799,990 $ 41,136 =============== =============== ----------------------------- Combined ----------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ----------------------------- ISSUER DESCRIPTION Utilities (0.06%) Allegheny Energy, Inc. 4,400 $ 212 Duke Energy Corp. 16,500 644 Exelon Corp. 8,100 519 SBC Communications, Inc. 6,900 277 -------------- 1,652 -------------- U.S. Government Agencies (1.41%) Federal National Mortgage Assoc. 471,900 40,182 -------------- -------------- TOTAL COMMON STOCK (98.62%) 2,801,903 -------------- PAR VALUE (000's OMITTED) ------------ SHORT-TERM INVESTMENTS (1.59%) Investments in joint trading account 3.97% due 07/02/01 $ 45,184 45,184 Joint Repurchase Agreement (0.02%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 10.625% due 08-15-15 and 6.250% due 08-15-23, U.S. Treasury Note 5.625% due 11-30-02) - Note B 558 558 CASH EQUIVALENTS (0.35%) Navigator Securities Lending Prime Portfolio** 9,944,668 9,945 -------------- TOTAL SHORT TERM INVESTMENTS (1.96%) 55,687 -------------- TOTAL INVESTMENTS (100.58%) 2,857,590 -------------- OTHER ASSETS AND LIABILITIES, NET (0.58%) (16,464) -------------- NET ASSETS (100.00%) $ 2,841,126 ============== Notes to the Schedule of Investments * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage show for each investment category is the total value of that category as a percentage of the net assets of the Fund. Exhibit C JOHN HANCOCK V.S.T. GROWTH & INCOME FUND NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS JUNE 30, 2001 Pro forma information is intended to provide the shareholders of the John Hancock V.S.T. Growth & Income Fund and the John Hancock V.A. Large Cap Growth Fund with information about the impact of the proposed merger by indicating how the merger might have affected information had the merger been consummated as of June 30, 2000. The pro forma combined statements of assets and liabilities and results of operations as of June 30, 2001 have been prepared to reflect the merger of John Hancock V.S.T. Growth & Income Fund and John Hancock V.A. Large Cap Growth Fund after giving effect to pro forma adjustments described in the notes below. (a) Acquisition by John Hancock V.S.T. Growth & Income Fund of all assets of John Hancock V.A. Large Cap Growth Fund and issuance of John Hancock V.S.T. Growth & Income Fund shares in exchange for all of the outstanding shares of John Hancock V.A. Large Cap Growth Fund. (b) The deferred organization expense of John Hancock V.A. Large Cap Growth Fund was written off as the Fund would no longer be in existence. (c) The investment advisory fee was adjusted to reflect the application of the fee structure which will be in effect for John Hancock V.S.T. Growth & Income Fund: 0.71% for the first $150,000,000 of the Fund's net assets; 0.69% for the net assets between $150,000,000 and $300,000,000; 0.67% for the net assets in excess of $300,000,000. (d) The actual expenses incurred by the John Hancock V.S.T. Growth & Income Fund and the John Hancock V.A. Large Cap Growth Fund for various expenses included on a pro forma basis were reduced to reflect the estimated savings arising from the merger. (e) Represents the Adviser's voluntary agreement to limit the funds' other expenses to an annual rate of 0.10% of the funds' average daily net assets. John Hancock V.S.T. Growth & Income Fund Exhibit C Pro-forma combined statement of assets and liabilities June 30, 2001 (000 omitted) John Hancock John Hancock V.S.T. Growth & V.A. Large Cap Pro-Forma Income Fund Growth Fund Adjustments Combined --------------- -------------- ----------- ---------- Assets Long term investments at cost $2,539,202 $ 6,082 $ -- $2,545,284 Net unrealized appreciation (depreciation) of investments 221,717 246 -- 221,963 Short-term investments at value 55,129 -- -- 55,129 ---------- ---------- ---------- ---------- Total investments 2,816,048 6,328 -- 2,822,376 Receivable for: Investments sold 13,303 29 -- 13,332 Interest and dividends 2,031 2 -- 2,033 Other assets -- 1 -- 1 ---------- ---------- ---------- ---------- Total Assets 2,831,382 6,360 -- 2,837,742 ---------- ---------- ---------- ---------- Liabilities Payables for: Due to custodian -- 68 -- 68 Investments purchased 19,727 -- -- 19,727 Securities on loan 9,945 -- -- 9,945 Payable to affiliates -- 1 -- 1 Other liabilities 1,720 11 -- 1,731 ---------- ---------- ---------- ---------- Total Liabilities 31,392 80 -- 31,472 ---------- ---------- ---------- ---------- Net assets: Capital paid-in 2,963,174 11,192 -- 2,974,366 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions (385,265) (5,136) -- (390,401) Undistributed (distribution in excess of) net investment income (loss) 364 (22) -- 342 Net unrealized appreciation (depreciation) of investments, futures and foreign currencies translations 221,717 246 -- 221,963 ---------- ---------- ---------- ---------- Net assets 2,799,990 6,280 -- 2,806,270 ========== ========== ========== ========== NET ASSETS V.S.T. Growth & Income Fund 2,799,990 -- 6,280(a) 2,806,270 V.A. Large Cap Growth Fund -- 6,280 (6,280)(a) -- ---------- ---------- ---------- ---------- 2,799,990 6,280 -- 2,806,270 ========== ========== ========== ========== Shares outstanding: V.S.T. Growth & Income Fund 217,626 -- 500(a) 218,126 V.A. Large Cap Growth Fund -- 816 (816)(a) -- ---------- ---------- ---------- ---------- 217,626 816 (316) 218,126 ========== ========== ========== ========== Net asset value per share: V.S.T. Growth & Income Fund $ 12.87 -- -- $ 12.87 V.A. Large Cap Growth Fund -- $ 7.69 $ (7.69)(a) -- ========== ========== ========== ========== John Hancock V.S.T. Growth & Income Fund Exhibit C Pro-forma combined statement of operations For the year ended June 30, 2001 (000 omitted) John Hancock John Hancock V.S.T. Growth & V.A. Large Cap Pro-Forma Income Fund Growth Fund Adjustments Combined --------------- -------------- ----------- ---------- Investement Income Interest and dividends $ 38,881 $ 50 $ -- $ 38,931 Securities Lending 172 -- -- 172 --------- --------- --------- --------- --------- --------- Total Investment Income 39,053 50 -- 39,103 --------- --------- --------- --------- Expenses Investment management fee 22,818 99 (11)(c) 22,906 Auditing fees 367 12 (12)(d) 367 Custodian fees 1,146 17 (10)(d) 1,153 Fidelity Bond fees 4 -- -- 4 Accounting and legal services fee -- 3 -- 3 Legal fees 230 -- -- (d) 230 Printing & mailing fees 1,991 2 (2)(d) 1,991 Organization expense -- 2 (2)(b) -- Trustees' fee 140 1 -- 141 Miscellaneous -- 1 -- 1 Other fees 87 -- -- 87 Interest expense -- 3 -- 3 --------- --------- --------- --------- Total Expenses 26,783 140 (37) 26,886 Less Expense Reductions (149) (11) (521)(e) (681) --------- --------- --------- --------- Net Expenses 26,634 129 (558) 26,205 --------- --------- --------- --------- Net Investment Income (loss) 12,419 (79) 558 12,898 --------- --------- --------- --------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) Investments (273,187) (4,168) -- (277,355) Change in net unrealized appreciation (depreciation) of: Investments (531,648) (3,797) -- (535,445) --------- --------- --------- --------- Net realized and unrealized gain (loss) (804,835) (7,965) -- (812,800) --------- --------- --------- --------- Net increase (decrease) in net assets resulting from operations $(792,416) $ (8,044) $ 558 $(799,902) ========= ========= ========= ========= Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ---------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Large Cap Growth ---------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------- ISSUER DESCRIPTION Common Stock Aerospace & Defense (1.75%) Boeing Co. 146,300 $ 8,134 General Dynamics Corp. 266,000 20,697 United Technologies Corp. 277,800 20,352 ---------- 49,183 ---------- Auto & Truck Parts (0.30%) Lear Corp. * 244,000 8,516 ---------- Automobile (0.89%) Ford Motor Co. 600,000 14,730 General Motors Corp. - Cl. H 506,658 10,260 ---------- 24,990 ---------- Bank (5.01%) Bank of America Corp. 340,000 20,410 Bank of New York Co., Inc. 121,100 5,813 Comerica, Inc. 232,800 13,409 Fifth Third Bancorp 107,900 6,479 FleetBoston Financial Corp. 226,600 8,939 JP Morgan Chase & Co. 400,000 17,840 Mellon Financial Corp. 341,400 15,705 State Street Corp. 53,600 2,653 1,464 $ 72 US Bancorp 1,236,000 28,169 Washington Mutual, Inc. 565,200 21,223 ---------- ---------- 140,640 72 ---------- ---------- Brokerage & Investment Management (0.44%) Charles Schwab Corp. 3,900 60 Goldman Sachs Group, Inc. 45,900 3,938 750 64 Morgan Stanley, Dean Witter, Discover & Co. 128,300 8,241 1,300 84 ---------- ---------- 12,239 148 ---------- ---------- ---------------------------- Combined ---------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ---------------------------- ISSUER DESCRIPTION Common Stock Aerospace & Defense (1.75%) Boeing Co. 146,300 $ 8,134 General Dynamics Corp. 266,000 20,697 United Technologies Corp. 277,800 20,352 ---------- 49,183 ---------- Auto & Truck Parts (0.30%) Lear Corp. * 244,000 8,516 ---------- Automobile (0.89%) Ford Motor Co. 600,000 14,730 General Motors Corp. - Cl. H 506,658 10,260 ---------- 24,990 ---------- Bank (5.01%) Bank of America Corp. 340,000 20,410 Bank of New York Co., Inc. 121,100 5,813 Comerica, Inc. 232,800 13,409 Fifth Third Bancorp 107,900 6,479 FleetBoston Financial Corp. 226,600 8,939 JP Morgan Chase & Co. 400,000 17,840 Mellon Financial Corp. 341,400 15,705 State Street Corp. 55,064 2,725 US Bancorp 1,236,000 28,169 Washington Mutual, Inc. 565,200 21,223 ---------- 140,712 ---------- Brokerage & Investment Management (0.44%) Charles Schwab Corp. 3,900 60 Goldman Sachs Group, Inc. 46,650 4,002 Morgan Stanley, Dean Witter, Discover & Co. 129,600 8,325 ---------- 12,387 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ---------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Large Cap Growth ---------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------- ISSUER DESCRIPTION Chemical (1.79%) Air Products & Chemicals, Inc. 298,700 $ 13,666 Dow Chemical Co. 428,500 14,248 E.I. du Pont de Nemours & Co. 125,230 6,041 Praxair, Inc. 346,200 16,271 ---------- 50,226 ---------- Commercial Sevices (0.88%) Avery Dennison Corp. 219,400 11,200 Concord EFS, Inc. 150,600 7,833 Omnicom Group, Inc. 22,400 1,926 TMP Worldwide, Inc. 60,800 3,648 ---------- 24,607 ---------- Computer Equipment (6.00%) BEA Systems, Inc.* 1,000 $ 31 Brocade Communications Systems, Inc. 55,800 2,455 Cisco Systems, Inc.* 15,650 285 Dell Computer Corp. * 921,600 24,100 EMC Corp. 115,100 3,344 Gateway, Inc. 144,100 2,370 Intel Corp. 2,077,100 60,755 5,000 146 International Business Machines Corp. 418,600 47,302 Lexmark International Group, Inc. - Cl. A 265,400 17,848 McData Corp. 154,100 2,704 Veritas Software Corp. * 105,500 7,019 2,050 136 ---------- ---------- 167,897 598 ---------- ---------- Computer Software & Services (8.23%) Adobe Systems, Inc. * 183,100 8,606 Cadence Design Systems, Inc. * 386,200 7,195 Check Point Software Technologies, Ltd. * 105,200 5,320 Electronic Data Systems Corp. 283,400 17,712 2,000 125 EMC Corp.* 4,707 137 First Data Corp. 192,900 12,394 Fiserv, Inc. * 156,100 9,987 Micromuse, Inc. * 119,200 3,336 ---------------------------- Combined ---------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ---------------------------- ISSUER DESCRIPTION Chemical (1.79%) Air Products & Chemicals, Inc. 298,700 $ 13,666 Dow Chemical Co. 428,500 14,248 E.I. du Pont de Nemours & Co. 125,230 6,041 Praxair, Inc. 346,200 16,271 ---------- 50,226 ---------- Commercial Sevices (0.88%) Avery Dennison Corp. 219,400 11,200 Concord EFS, Inc. 150,600 7,833 Omnicom Group, Inc. 22,400 1,926 TMP Worldwide, Inc. 60,800 3,648 ---------- 24,607 ---------- Computer Equipment (6.00%) BEA Systems, Inc.* 1,000 31 Brocade Communications Systems, Inc. 55,800 2,455 Cisco Systems, Inc.* 15,650 285 Dell Computer Corp. * 921,600 24,100 EMC Corp. 115,100 3,344 Gateway, Inc. 144,100 2,370 Intel Corp. 2,082,100 60,901 International Business Machines Corp. 418,600 47,302 Lexmark International Group, Inc. - Cl. A 265,400 17,848 McData Corp. 154,100 2,704 Veritas Software Corp. * 107,550 7,155 ---------- 168,495 ---------- Computer Software & Services (8.23%) Adobe Systems, Inc. * 183,100 8,606 Cadence Design Systems, Inc. * 386,200 7,195 Check Point Software Technologies, Ltd. * 105,200 5,320 Electronic Data Systems Corp. 285,400 17,837 EMC Corp.* 4,707 137 First Data Corp. 192,900 12,394 Fiserv, Inc. * 156,100 9,987 Micromuse, Inc. * 119,200 3,336 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ---------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Large Cap Growth ---------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------- ISSUER DESCRIPTION Microsoft Corp. 1,808,900 $ 132,050 3,450 $ 252 Oracle Corp. * 886,000 16,834 Parametric Technology Corp. 42,400 593 Peoplesoft, Inc. 109,900 5,410 Siebel Systems, Inc. * 112,000 5,253 SunGard Data Systems, Inc. 181,700 5,453 Sun Microsystems, Inc.* 6,750 106 VeriSign, Inc.* 950 57 ---------- ---------- 230,143 677 ---------- ---------- Consumer Miscellaneous (0.68%) Black & Decker Corp. 305,700 12,063 Harley-Davidson, Inc. 147,100 6,925 ---------- 18,988 ---------- Cosmetic & Personal Care (1.61%) Avon Products, Inc. 244,100 11,297 Colgate-Palmolive Co. 164,900 9,727 Procter & Gamble Co. 176,000 11,229 Unilever NV - NY Shares 217,700 12,968 ---------- 45,221 ---------- Diversified Operations (8.15%) Amgen, Inc. 150,700 9,144 Danaher Corp. 193,500 10,836 General Electric Co. 3,401,330 165,815 7,627 372 Tyco International, Ltd. 774,800 42,227 6,550 357 ---------- ---------- 228,022 729 ---------- ---------- Electric Power (1.98%) Allegheny Energy, Inc. 241,800 11,667 Duke Energy Co. 400,000 15,604 Exelon Corp. 335,500 21,512 Mirant Corp. 194,400 6,687 ---------- 55,470 ---------- ---------------------------- Combined ---------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ---------------------------- ISSUER DESCRIPTION Microsoft Corp. 1,812,350 $ 132,302 Oracle Corp. * 886,000 16,834 Parametric Technology Corp. 42,400 593 Peoplesoft, Inc. 109,900 5,410 Siebel Systems, Inc. * 112,000 5,253 SunGard Data Systems, Inc. 181,700 5,453 Sun Microsystems, Inc.* 6,750 106 VeriSign, Inc.* 950 57 ---------- 230,820 ---------- Consumer Miscellaneous (0.68%) Black & Decker Corp. 305,700 12,063 Harley-Davidson, Inc. 147,100 6,925 ---------- 18,988 ---------- Cosmetic & Personal Care (1.61%) Avon Products, Inc. 244,100 11,297 Colgate-Palmolive Co. 164,900 9,727 Procter & Gamble Co. 176,000 11,229 Unilever NV - NY Shares 217,700 12,968 ---------- 45,221 ---------- Diversified Operations (8.15%) Amgen, Inc. 150,700 9,144 Danaher Corp. 193,500 10,836 General Electric Co. 3,408,957 166,187 Tyco International, Ltd. 781,350 42,584 ---------- 228,751 ---------- Electric Power (1.98%) Allegheny Energy, Inc. 241,800 11,667 Duke Energy Co. 400,000 15,604 Exelon Corp. 335,500 21,512 Mirant Corp. 194,400 6,687 ---------- 55,470 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ---------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Large Cap Growth ---------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------- ISSUER DESCRIPTION Electrical Equipment (0.24%) Best Buy Co., Inc. 106,800 $ 6,784 ---------- Electronic Components (0.06%) Electronic Arts, Inc. 28,400 1,644 ---------- Electronic Products & Services (4.89%) Analog Devices, Inc. 232,400 10,051 1,315 $ 57 Applera Corporation - Applied Biosystems Group 86,700 2,319 Applied Materials, Inc. * 357,300 17,544 1,500 73 Applied Micro Circuits Corp. * 133,900 2,303 Celestica, Inc. 49,300 2,539 600 31 Cisco Systems, Inc. 1,483,100 26,992 Emulex Corp. 78,800 3,184 Integrated Device Technology, Inc. 55,800 1,768 KLA-Tencor Corp. * 237,363 13,879 LSI Logic Corp. 350,000 6,580 Marvell Technology Group, Ltd. * 140,600 3,782 Maxim Integrated Products, Inc. * 262,432 11,602 Novellus Systems, Inc.* 700 40 Sanmina Corp. * 114,200 2,673 Tektronix, Inc. 288,900 7,844 Texas Instruments, Inc. 476,500 15,010 Xilinx, Inc. * 219,300 9,044 750 31 ---------- ---------- 137,114 232 ---------- ---------- Energy - Alternative Source (0.29%) El Paso Corp. 155,900 8,191 ---------- Fiber Optics (0.00%) CIENA Corp.* 1,600 61 ---------- ---------------------------- Combined ---------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ---------------------------- ISSUER DESCRIPTION Electrical Equipment (0.24%) Best Buy Co., Inc. 106,800 $ 6,784 ---------- Electronic Components (0.06%) Electronic Arts, Inc. 28,400 1,644 ---------- Electronic Products & Services (4.89%) Analog Devices, Inc. 233,715 10,108 Applera Corporation - Applied Biosystems Gro 86,700 2,319 Applied Materials, Inc. * 358,800 17,617 Applied Micro Circuits Corp. * 133,900 2,303 Celestica, Inc. 49,900 2,570 Cisco Systems, Inc. 1,483,100 26,992 Emulex Corp. 78,800 3,184 Integrated Device Technology, Inc. 55,800 1,768 KLA-Tencor Corp. * 237,363 13,879 LSI Logic Corp. 350,000 6,580 Marvell Technology Group, Ltd. * 140,600 3,782 Maxim Integrated Products, Inc. * 262,432 11,602 Novellus Systems, Inc.* 700 40 Sanmina Corp. * 114,200 2,673 Tektronix, Inc. 288,900 7,844 Texas Instruments, Inc. 476,500 15,010 Xilinx, Inc. * 220,050 9,075 ---------- 137,346 ---------- Energy - Alternative Source (0.29%) El Paso Corp. 155,900 8,191 ---------- Fiber Optics (0.00%) CIENA Corp.* 1,600 61 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ---------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Large Cap Growth ---------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------- ISSUER DESCRIPTION Financial Services (0.70%) Citigroup, Inc. 4,378 $ 231 MBNA Corp. 3,780 125 Providian Financial Corp. * 120,000 $ 7,104 Stillwell Financial, Inc. 362,500 12,165 ---------- ---------- 19,269 356 ---------- ---------- Food, Beverage & Tobacco (3.42%) Anheuser-Busch Cos., Inc. 247,200 10,185 1,700 70 Coca-Cola Co. 300,000 13,500 Kraft Foods, Inc. CL A* 163,800 5,078 Pepsi Bottling Group, Inc. 6,900 277 PepsiCo, Inc. 549,800 24,301 Philip Morris Cos., Inc. 837,900 42,523 1,800 91 ---------- ---------- 95,864 161 ---------- ---------- Health Care Products (12.52%) Abbott Laboratories 308,000 14,787 Allergan, Inc. 132,500 11,329 American Home Products Corp. 608,200 35,543 Andrx Corp. * 32,300 2,487 Bristol-Myers Squibb Co. 436,000 22,803 Eli Lilly & Co. 112,400 8,318 Forest Laboratories, Inc. * 31,000 2,201 Genetech, Inc. * 104,000 5,731 Ivax Corp. 61,650 2,404 Johnson & Johnson 1,057,704 52,885 King Pharmaceuticals, Inc. * 64,500 3,467 MedImmune, Inc. * 108,900 5,140 Medtronic, Inc. 173,600 7,987 Merck & Co., Inc. 493,100 31,514 Pfizer, Inc. 2,726,300 109,188 Pharmacia Corp. 181,700 8,349 Schering-Plough Corp. 570,100 20,661 UnitedHealth Group, Inc. 105,700 6,527 ---------- 351,321 ---------- ---------------------------- Combined ---------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ---------------------------- ISSUER DESCRIPTION Financial Services (0.70%) Citigroup, Inc. 4,378 $ 231 MBNA Corp. 3,780 125 Providian Financial Corp. * 120,000 7,104 Stillwell Financial, Inc. 362,500 12,165 ---------- 19,625 ---------- Food, Beverage & Tobacco (3.42%) Anheuser-Busch Cos., Inc. 248,900 10,255 Coca-Cola Co. 300,000 13,500 Kraft Foods, Inc. CL A* 163,800 5,078 Pepsi Bottling Group, Inc. 6,900 277 PepsiCo, Inc. 549,800 24,301 Philip Morris Cos., Inc. 839,700 42,614 ---------- 96,025 ---------- Health Care Products (12.52%) Abbott Laboratories 308,000 14,787 Allergan, Inc. 132,500 11,329 American Home Products Corp. 608,200 35,543 Andrx Corp. * 32,300 2,487 Bristol-Myers Squibb Co. 436,000 22,803 Eli Lilly & Co. 112,400 8,318 Forest Laboratories, Inc. * 31,000 2,201 Genetech, Inc. * 104,000 5,731 Ivax Corp. 61,650 2,404 Johnson & Johnson 1,057,704 52,885 King Pharmaceuticals, Inc. * 64,500 3,467 MedImmune, Inc. * 108,900 5,140 Medtronic, Inc. 173,600 7,987 Merck & Co., Inc. 493,100 31,514 Pfizer, Inc. 2,726,300 109,188 Pharmacia Corp. 181,700 8,349 Schering-Plough Corp. 570,100 20,661 UnitedHealth Group, Inc. 105,700 6,527 ---------- 351,321 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ---------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Large Cap Growth ---------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------- ISSUER DESCRIPTION Health Care Services (0.72%) Lincare Holdings, Inc. * 137,400 $ 4,123 Tenet Healthcare Corp. 130,000 6,707 Trigon Healthcare, Inc. 144,700 9,384 ---------- 20,214 ---------- Insurance (4.09%) American International Group, Inc. 407,500 35,045 2,182 $ 188 Hartford Financial Services Group, Inc. 349,600 23,913 Lincoln National Corp. 412,200 21,331 St. Paul Cos., Inc. 381,100 19,318 Torchmark, Inc. 210,100 8,448 XL Capital, Ltd. - Cl. A 78,900 6,478 ---------- ---------- 114,533 188 ---------- ---------- Leisure & Recreation (0.18%) Sabre Group Holdings, Inc. 100,000 5,000 ---------- Media - TV / Radio (5.19%) AOL Time Warner, Inc. * 1,636,250 86,722 5,110 271 BEA Systems, Inc. 148,100 4,548 Charter Communications, Inc. (Class A)* 3,050 71 Clear Channel Communications, Inc. 229,700 14,402 2,052 129 The Walt Disney Co. 487,300 14,078 Viacom, Inc. - Cl. B* 489,299 25,321 1,400 72 ---------- ---------- 145,071 543 ---------- ---------- Medical (0.05%) Abbott Laboratories 973 83 Amgen, Inc.* 2,350 143 Cardinal Health, Inc. 3,513 242 Express Scripts, Inc.* 800 44 Genentech, Inc.* 1,056 58 Johnson & Johnson 2,100 105 ---------------------------- Combined ---------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ---------------------------- ISSUER DESCRIPTION Health Care Services (0.72%) Lincare Holdings, Inc. * 137,400 $ 4,123 Tenet Healthcare Corp. 130,000 6,707 Trigon Healthcare, Inc. 144,700 9,384 ---------- 20,214 ---------- Insurance (4.09%) American International Group, Inc. 409,682 35,233 Hartford Financial Services Group, Inc. 349,600 23,913 Lincoln National Corp. 412,200 21,331 St. Paul Cos., Inc. 381,100 19,318 Torchmark, Inc. 210,100 8,448 XL Capital, Ltd. - Cl. A 78,900 6,478 ---------- 114,721 ---------- Leisure & Recreation (0.18%) Sabre Group Holdings, Inc. 100,000 5,000 ---------- Media - TV / Radio (5.19%) AOL Time Warner, Inc. * 1,641,360 86,993 BEA Systems, Inc. 148,100 4,548 Charter Communications, Inc. (Class A)* 3,050 71 Clear Channel Communications, Inc. 231,752 14,531 The Walt Disney Co. 487,300 14,078 Viacom, Inc. - Cl. B* 490,699 25,393 ---------- 145,614 ---------- Medical (0.05%) Abbott Laboratories 973 83 Amgen, Inc.* 2,350 143 Cardinal Health, Inc. 3,513 242 Express Scripts, Inc.* 800 44 Genentech, Inc.* 1,056 58 Johnson & Johnson 2,100 105 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ---------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Large Cap Growth ---------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------- ISSUER DESCRIPTION Medtronic, Inc. 2,281 $ 105 Pfizer, Inc. 5,928 237 Pharmacia Corp. 2,346 108 Stryker Corp. 1,400 77 UnitedHealth Group, Inc. 550 34 Wellpoint Health Networks, Inc.* 700 66 ---------- 1,302 ---------- Metals & Mining (0.80%) Minnesota Mining & Manufacturing Co. 197,100 $ 22,489 ---------- Natural Gas Distribution (0.89%) Enron Corp. 509,900 24,985 ---------- Oil (1.48%) Baker Hughes, Inc. 300,000 10,050 Royal Dutch Petroleum Co. - NY Shares 540,100 31,472 ---------- 41,522 ---------- Oil & Natural Gas Exploration & Production (4.26%) Chevron Corp. 174,000 15,747 Exxon Mobil Corp. 842,870 73,625 Kerr-McGee Corp. 168,200 11,147 Transocean Sedco Forex, Inc. 50,450 2,081 700 29 USX-Marathon Group 572,500 16,894 ---------- ---------- 119,494 29 ---------- ---------- Paper & Forest Products (0.41%) Kimberly-Clark Corp. 203,000 11,348 ---------- Personal & Commercial Lending (2.92%) Citigroup, Inc. 1,549,000 81,849 ---------- ---------------------------- Combined ---------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ---------------------------- ISSUER DESCRIPTION Medtronic, Inc. 2,281 $ 105 Pfizer, Inc. 5,928 237 Pharmacia Corp. 2,346 108 Stryker Corp. 1,400 77 UnitedHealth Group, Inc. 550 34 Wellpoint Health Networks, Inc.* 700 66 ---------- 1,302 ---------- Metals & Mining (0.80%) Minnesota Mining & Manufacturing Co. 197,100 22,489 ---------- Natural Gas Distribution (0.89%) Enron Corp. 509,900 24,985 ---------- Oil (1.48%) Baker Hughes, Inc. 300,000 10,050 Royal Dutch Petroleum Co. - NY Shares 540,100 31,472 ---------- 41,522 ---------- Oil & Natural Gas Exploration & Production ( Chevron Corp. 174,000 15,747 Exxon Mobil Corp. 842,870 73,625 Kerr-McGee Corp. 168,200 11,147 Transocean Sedco Forex, Inc. 51,150 2,110 USX-Marathon Group 572,500 16,894 ---------- 119,523 ---------- Paper & Forest Products (0.41%) Kimberly-Clark Corp. 203,000 11,348 ---------- Personal & Commercial Lending (2.92%) Citigroup, Inc. 1,549,000 81,849 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ---------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Large Cap Growth ---------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------- ISSUER DESCRIPTION Real Estate Operations (0.05%) HomeStore.com, Inc. 39,800 $ 1,391 ---------- Retail - Department Stores (7.75%) Abercrombie & Fitch Co. (Class A) * 197,700 8,798 Bed Bath & Beyond, Inc. * 300,500 9,376 3,350 $ 101 CVS Corp. 263,900 10,187 Gap, Inc. (The) 2,600 75 Home Depot, Inc. 559,600 26,049 5,512 257 Kohl's Corp. * 393,500 24,684 Lowe's Cos., Inc. 402,766 29,221 1,300 94 May Department Stores Co. 271,100 9,288 Talbots, Inc. 128,000 5,600 Target Corp. 338,300 11,705 TJX Cos., Inc. 499,100 15,906 Wal-Mart Stores, Inc. 1,348,900 65,826 5,398 263 ---------- ---------- 216,640 790 ---------- ---------- Retail - Drug Stores (0.26%) Rite Aid Corp. 15,000 135 Walgreen Co. 210,300 7,182 ---------- 7,317 ---------- Retail - Food (0.17%) Starbucks Corp. * 210,700 4,846 ---------- Telecommunication Equipment (2.64%) Amdocs Ltd.* 700 38 American Tower Corp. (Class A) 3,159 65 Ciena Corp. * 96,900 3,682 Comverse Technology, Inc. 219,400 12,528 1,200 68 Linear Technology Corp. 339,700 15,022 ---------------------------- Combined ---------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ---------------------------- ISSUER DESCRIPTION Real Estate Operations (0.05%) HomeStore.com, Inc. 39,800 $ 1,391 ---------- Retail - Department Stores (7.75%) Abercrombie & Fitch Co. (Class A) * 197,700 8,798 Bed Bath & Beyond, Inc. * 303,850 9,477 CVS Corp. 263,900 10,187 Gap, Inc. (The) 2,600 75 Home Depot, Inc. 565,112 26,306 Kohl's Corp. * 393,500 24,684 Lowe's Cos., Inc. 404,066 29,315 May Department Stores Co. 271,100 9,288 Talbots, Inc. 128,000 5,600 Target Corp. 338,300 11,705 TJX Cos., Inc. 499,100 15,906 Wal-Mart Stores, Inc. 1,354,298 66,089 ---------- 217,430 ---------- Retail - Drug Stores (0.26%) Rite Aid Corp. 15,000 135 Walgreen Co. 210,300 7,182 ---------- 7,317 ---------- Retail - Food (0.17%) Starbucks Corp. * 210,700 4,846 ---------- Telecommunication Equipment (2.64%) Amdocs Ltd.* 700 38 American Tower Corp. (Class A) 3,159 65 Ciena Corp. * 96,900 3,682 Comverse Technology, Inc. 220,600 12,596 Linear Technology Corp. 339,700 15,022 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ---------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Large Cap Growth ---------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------- ISSUER DESCRIPTION Micron Technology, Inc. 181,100 $ 7,443 1,400 $ 58 Nokia Oyj - ADR 200,000 4,408 3,164 70 Qualcomm, Inc. * 382,000 22,339 RF Micro Devices, Inc. 105,000 2,832 Scientific-Atlanta, Inc. * 76,200 3,094 1,807 73 Sonus Networks, Inc. * 99,200 2,317 ---------- ---------- 73,665 372 ---------- ---------- Telecommunication Services (3.17%) Broadwing, Inc. 452,100 11,054 EchoStar Communications Corp. - Cl. A* 195,400 6,335 Sprint PCS (PCS Group) * 809,500 19,549 Verizon Communications 971,600 51,981 ---------- 88,919 ---------- Telephone (2.32%) AT&T Corp. - Liberty Media Group - Cl. A 704,262 12,318 Qwest Communications International, Inc. 1,080,300 34,429 SBC Communications, Inc. 196,800 7,884 Telephone and Data Systems, Inc. 96,500 10,494 ---------- 65,125 ---------- Utilities (0.00%) AES Corp. (The)* 1,618 70 ---------- U.S. Government Agencies (1.43%) Federal National Mortgage Assoc. 471,900 40,182 ---------- ---------- ---------- TOTAL COMMON STOCK (98.61%) 2,760,919 6,328 ---------- ---------- ---------------------------- Combined ---------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) ---------------------------- ISSUER DESCRIPTION Micron Technology, Inc. 182,500 $ 7,501 Nokia Oyj - ADR 203,164 4,478 Qualcomm, Inc. * 382,000 22,339 RF Micro Devices, Inc. 105,000 2,832 Scientific-Atlanta, Inc. * 78,007 3,167 Sonus Networks, Inc. * 99,200 2,317 ---------- 74,037 ---------- Telecommunication Services (3.17%) Broadwing, Inc. 452,100 11,054 EchoStar Communications Corp. - Cl. A* 195,400 6,335 Sprint PCS (PCS Group) * 809,500 19,549 Verizon Communications 971,600 51,981 ---------- 88,919 ---------- Telephone (2.32%) AT&T Corp. - Liberty Media Group - Cl. A 704,262 12,318 Qwest Communications International, Inc. 1,080,300 34,429 SBC Communications, Inc. 196,800 7,884 Telephone and Data Systems, Inc. 96,500 10,494 ---------- 65,125 ---------- Utilities (0.00%) AES Corp. (The)* 1,618 70 ---------- U.S. Government Agencies (1.43%) Federal National Mortgage Assoc. 471,900 40,182 ---------- ---------- TOTAL COMMON STOCK (98.61%) 2,767,247 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ---------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Large Cap Growth ---------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ---------------------------------------------------------------------------- ISSUER DESCRIPTION PAR VALUE PAR VALUE (000's (000's OMITTED) OMITTED) ---------- ---------- SHORT-TERM INVESTMENTS (1.60%) Investments in joint trading account 3.97% due 07/02/01 3.970% $ 45,184 $ 45,184 ---------- CASH EQUIVALENTS (0.36%) Navigator Securities Lending Prime Portfolio** 9,944,668 9,945 ---------- ---------- TOTAL SHORT TERM INVESTMENTS (1.96%) 55,129 0 ---------- ---------- TOTAL INVESTMENTS (100.57%) 2,816,048 $6,328 ---------- ---------- OTHER ASSETS AND LIABILITIES, NET (0.57%) (16,058) (48) ---------- ---------- NET ASSETS (100.00%) $2,799,990 $6,280 ========== ========== --------------------------- Combined --------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) --------------------------- ISSUER DESCRIPTION PAR VALUE (000's OMITTED) ------------- SHORT-TERM INVESTMENTS (1.60%) Investments in joint trading account 3.97% due 07/02/01 $ 45,184 $ 45,184 ---------- CASH EQUIVALENTS (0.36%) Navigator Securities Lending Prime Portfolio** 9,944,668 9,945 ---------- TOTAL SHORT TERM INVESTMENTS (1.96%) 55,129 ---------- TOTAL INVESTMENTS (100.57%) 2,822,376 ---------- OTHER ASSETS AND LIABILITIES, NET (0.57%) (16,106) ---------- NET ASSETS (100.00%) $2,806,270 ========== Notes to the Schedule of Investments * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage show for each investment category is the total value of that category as a percentage of the net assets of the Fund. Exhibit C JOHN HANCOCK V.S.T. GROWTH & INCOME NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS JUNE 30, 2001 Pro forma information is intended to provide the shareholders of the John Hancock V.S.T. Growth & Income Fund, the John Hancock V.A. Core Equity Fund, and the John Hancock V.A. Large Cap Growth Fund with information about the impact of the proposed merger by indicating how the merger might have affected information had the merger been consummated as of June 30, 2000. The pro forma combined statements of assets and liabilities and results of operations as of June 30, 2001 have been prepared to reflect the merger of John Hancock V.S.T. Growth & Income, John Hancock V.A. Core Equity Fund, and John Hancock V.A. Large Cap Growth Fund after giving effect to pro forma adjustments described in the notes below. (a) Acquisition by John Hancock V.S.T. Growth & Income Fund of all assets of John Hancock V.A. Core Equity Fund and John Hancock V.A. Large Cap Growth Fund and issuance of John Hancock V.S.T. Growth & Income Fund shares in exchange for all of the outstanding shares of John Hancock V.A. Core Equity Fund and John Hancock V.A. Large Cap Growth Fund. (b) The deferred organization expenses of John Hancock V.A. Core Equity Fund and John Hancock V.A. Large Cap Growth were written off as the Funds would no longer be in existence. (c) The investment advisory fee was adjusted to reflect the application of the fee structure which will be in effect for John Hancock V.S.T. Growth &Income Fund: 0.71% for the first $150,000,000 of the Fund's net assets; 0.69% for the net assets between $150,000,000 and $300,000,000; 0.67% for the net assets in excess of $300,000,000. (d) The actual expenses incurred by the John Hancock V.S.T. Growth & Income Fund, the John Hancock V.A. Core Equity Fund, and the John Hancock V.A. Large Cap Growth Fund for various expenses included on a pro forma basis were reduced to reflect the estimated savings arising from the merger. (e) Represents the Adviser's voluntary agreement to limit the funds' other expenses to an annual rate of 0.10% of the funds' average daily net assets. John Hancock V.S.T. Growth & Income Fund Exhibit C Pro-forma combined statement of assets and liabilities June 30, 2001 (000's omitted) John Hancock John Hancock John Hancock V.S.T. Growth & V.A. Core V.A. Large Cap Income Fund Equity Fund Growth Fund --------------- ------------ -------------- Assets Long term investments at cost $2,539,202 $ 36,204 $ 6,082 Net unrealized appreciation (depreciation) of investments 221,717 4,780 246 Short-term investments at value 55,129 558 -- ---------- ---------- ---------- Total investments 2,816,048 41,542 6,328 Receivable for: Investments sold 13,303 22 29 Interest and dividends 2,031 42 2 Other assets -- 1 1 ---------- ---------- ---------- Total Assets 2,831,382 41,607 6,360 ---------- ---------- ---------- Liabilities Payables for: Due to custodian -- -- 68 Investments purchased 19,727 305 -- Fund shares purchased -- 120 -- Securities on loan 9,945 -- -- Payable to affiliates -- 25 1 Other liabilities 1,720 21 11 ---------- ---------- ---------- Total Liabilities 31,392 471 80 ---------- ---------- ---------- Net assets: Capital paid-in 2,963,174 40,154 11,192 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions (385,265) (3,801) (5,136) Undistributed (distribution in excess of) net investment income (loss) 364 3 (22) Net unrealized appreciation (depreciation) of investments, futures and foreign currencies translations 221,717 4,780 246 ---------- ---------- ---------- Net assets 2,799,990 41,136 6,280 ========== ========== ========== NET ASSETS V.S.T. Growth & Income Fund 2,799,990 -- -- V.A. Core Equity Fund -- 41,136 -- V.A. Large Cap Growth Fund -- -- 6,280 ---------- ---------- ---------- 2,799,990 41,136 6,280 ========== ========== ========== Shares outstanding: V.S.T. Growth & Income Fund 217,626 -- -- V.A. Core Equity Fund -- 2,469 -- V.A. Large Cap Growth Fund -- -- 816 ---------- ---------- ---------- 217,626 2,469 816 ========== ========== ========== Net asset value per share: V.S.T. Growth & Income Fund $ 12.87 -- -- V.A. Core Equity Fund -- $ 16.66 -- V.A. Large Cap Growth Fund -- -- $ 7.69 ========== ========== ========== Pro-Forma Adjustments Combined ----------- ---------- Assets Long term investments at cost $ -- $2,581,488 Net unrealized appreciation (depreciation) of investments -- 226,743 Short-term investments at value -- 55,687 ---------- ---------- Total investments -- 2,863,918 Receivable for: Investments sold -- 13,354 Interest and dividends -- 2,075 Other assets -- 2 ---------- ---------- Total Assets -- 2,879,349 ---------- ---------- Liabilities Payables for: Due to custodian -- 68 Investments purchased -- 20,032 Fund shares purchased -- 120 Securities on loan -- 9,945 Payable to affiliates 26 Other liabilities -- 1,752 ---------- ---------- Total Liabilities -- 31,943 ---------- ---------- Net assets: Capital paid-in -- 3,014,520 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions -- (394,202) Undistributed (distribution in excess of) net investment income (loss) -- 345 Net unrealized appreciation (depreciation) of investments, futures and foreign currencies translations -- 226,743 ---------- ---------- Net assets -- 2,847,406 ========== ========== NET ASSETS V.S.T. Growth & Income Fund 47,416(a) 2,847,406 V.A. Core Equity Fund (41,136)(a) -- V.A. Large Cap Growth Fund (6,280)(a) -- ---------- ---------- -- 2,847,406 ========== ========== Shares outstanding: V.S.T. Growth & Income Fund 3,618(a) 221,244 V.A. Core Equity Fund (2,469)(a) -- V.A. Large Cap Growth Fund (816)(a) -- ---------- ---------- 333 221,244 ========== ========== Net asset value per share: V.S.T. Growth & Income Fund -- $ 12.87 V.A. Core Equity Fund $ (16.66)(a) -- V.A. Large Cap Growth Fund $ (7.69)(a) -- ========== ========== John Hancock V.S.T. Growth & Income Fund Exhibit C Pro-forma combined statement of operations For the year ended June 30, 2001 (000 omitted) John Hancock John Hancock John Hancock V.S.T. Growth & V.A. Core V.A. Large Cap Income Fund Equity Fund Growth Fund --------------- ------------ -------------- Investement Income Interest and dividends $ 38,881 $ 532 $ 50 Securities Lending 172 24 -- --------- --------- --------- Total Investment Income 39,053 556 50 --------- --------- --------- Expenses Investment management fee 22,818 295 99 Auditing fees 367 24 12 Custodian fees 1,146 27 17 Fidelity Bond fees 4 -- -- Accounting and legal services fee -- 8 3 Legal fees 230 -- -- Printing & mailing fees 1,991 5 2 Organization expense -- 2 2 Trustees' fee 140 3 1 Miscellaneous -- 4 1 Other fees 87 -- -- Interest expense -- -- 3 --------- --------- --------- Total Expenses 26,783 368 140 --------- --------- --------- Less Expense Reductions (149) -- (11) --------- --------- --------- Net Expenses 26,634 368 129 --------- --------- --------- Net Investment Income (loss) 12,419 188 (79) --------- --------- --------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) Investments (273,187) (3,524) (4,168) Change in net unrealized appreciation (depreciation) of: Investments (531,648) (2,110) (3,797) --------- --------- --------- Net realized and Unrealized Gain (Loss) (804,835) (5,634) (7,965) --------- --------- --------- Net increase (decrease) in net assets resulting from operations $(792,416) $ (5,446) $ (8,044) ========= ========= ========= Pro-Forma Adjustments Combined ----------- --------- Investement Income Interest and dividends $ -- $ 39,463 Securities Lending -- 196 --------- --------- Total Investment Income -- 39,659 --------- --------- Expenses Investment management fee (23)(c) 23,189 Auditing fees (36)(d) 367 Custodian fees (24)(d) 1,166 Fidelity Bond fees -- 4 Accounting and legal services fee -- 11 Legal fees -- (d) 230 Printing & mailing fees (7)(d) 1,991 Organization expense (4)(b) -- Trustees' fee -- 144 Miscellaneous -- 5 Other fees -- 87 Interest expense -- 3 --------- --------- Total Expenses (94) 27,197 --------- --------- Less Expense Reductions (530)(e) (690) --------- --------- Net Expenses (624) 26,507 --------- --------- Net Investment Income (loss) 624 13,152 --------- --------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) Investments -- (280,879) Change in net unrealized appreciation (depreciation) of: Investments -- (537,555) --------- --------- Net realized and Unrealized Gain (Loss) -- (818,434) --------- --------- Net increase (decrease) in net assets resulting from operations $ 624 $(805,282) ========= ========= Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund, the V.A. Core Equity Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------- ISSUER DESCRIPTION Common Stock Aerospace & Defense (1.75%) Boeing Co. 146,300 $ 8,134 General Dynamics Corp. 266,000 20,697 3,800 $ 296 United Technologies Corp. 277,800 20,352 5,600 410 ---------- ---------- 49,183 706 ---------- ---------- Auto & Truck Parts (0.30%) Lear Corp. * 244,000 8,516 4,400 154 ---------- ---------- Automobile (0.89%) Ford Motor Co. 600,000 14,730 13,000 319 General Motors Corp. - Cl. H 506,658 10,260 ---------- ---------- 24,990 319 ---------- ---------- Bank (5.00%) Bank of America Corp. 340,000 20,410 4,600 276 Bank of New York Co., Inc. 121,100 5,813 Comerica, Inc. 232,800 13,409 3,100 178 Fifth Third Bancorp 107,900 6,479 FleetBoston Financial Corp. 226,600 8,939 4,100 162 JP Morgan Chase & Co. 400,000 17,840 5,600 250 Mellon Financial Corp. 341,400 15,705 3,300 152 State Street Corp. 53,600 2,653 US Bancorp 1,236,000 28,169 28,400 647 Washington Mutual, Inc. 565,200 21,223 ---------- ---------- 140,640 1,665 ---------- ---------- Brokerage & Investment Management (0.43%) Charles Schwab Corp. 3,900 60 Goldman Sachs Group, Inc. 45,900 3,938 Morgan Stanley, Dean Witter, Discover & Co. 128,300 8,241 ---------- 12,239 ---------- Building (0.01%) Black & Decker Corp. (The) 6,300 249 ---------- Chemical (1.80%) Air Products & Chemicals, Inc. 298,700 13,666 5,200 238 Dow Chemical Co. 428,500 14,248 16,200 539 E.I. du Pont de Nemours & Co. 125,230 6,041 Praxair, Inc. 346,200 16,271 5,800 272 ---------- ---------- 50,226 1,049 ---------- ---------- ---------------------------------------------------------------- V.A. Large Cap Growth Combined ---------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) WARRANTS OMITTED) ---------------------------------------------------------------- ISSUER DESCRIPTION Common Stock Aerospace & Defense (1.75%) Boeing Co. 146,300 $ 8,134 General Dynamics Corp. 269,800 20,993 United Technologies Corp. 283,400 20,762 ---------- 49,889 ---------- Auto & Truck Parts (0.30%) Lear Corp. * 248,400 8,670 ---------- Automobile (0.89%) Ford Motor Co. 613,000 15,049 General Motors Corp. - Cl. H 506,658 10,260 ---------- 25,309 ---------- Bank (5.00%) Bank of America Corp. 344,600 20,686 Bank of New York Co., Inc. 121,100 5,813 Comerica, Inc. 235,900 13,587 Fifth Third Bancorp 107,900 6,479 FleetBoston Financial Corp. 230,700 9,101 JP Morgan Chase & Co. 405,600 18,090 Mellon Financial Corp. 344,700 15,857 State Street Corp. 1,464 $ 72 55,064 2,725 US Bancorp 1,264,400 28,816 Washington Mutual, Inc. 565,200 21,223 ---------- ---------- 72 142,377 ---------- ---------- Brokerage & Investment Management (0.43%) Charles Schwab Corp. 3,900 60 Goldman Sachs Group, Inc. 45,900 3,938 Morgan Stanley, Dean Witter, Discover & Co. 128,300 8,241 ---------- 12,239 ---------- Building (0.01%) Black & Decker Corp. (The) 6,300 249 ---------- Chemical (1.80%) Air Products & Chemicals, Inc. 303,900 13,904 Dow Chemical Co. 444,700 14,787 E.I. du Pont de Nemours & Co. 125,230 6,041 Praxair, Inc. 352,000 16,543 ---------- 51,275 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund, the V.A. Core Equity Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------- ISSUER DESCRIPTION Commercial Services (0.86%) Avery Dennison Corp. 219,400 $ 11,200 Concord EFS, Inc. 150,600 7,833 Omnicom Group, Inc. 22,400 1,926 TMP Worldwide, Inc. 60,800 3,648 ---------- 24,607 ---------- Computer Equipment (6.01%) BEA Systems, Inc.* Brocade Communications Systems, Inc. 55,800 2,455 Cisco Systems, Inc.* 8,600 $ 157 Dell Computer Corp. * 921,600 24,100 14,000 366 EMC Corp. 115,100 3,344 Gateway, Inc. 144,100 2,370 Intel Corp. 2,077,100 60,755 31,600 924 International Business Machines Corp. 418,600 47,302 6,300 712 Lexmark International Group, Inc. - Cl. A 265,400 17,848 7,800 524 McData Corp. 154,100 2,704 Veritas Software Corp. * 105,500 7,019 ---------- ---------- 167,897 2,683 ---------- ---------- Computer Software & Services (8.24%) Adobe Systems, Inc. * 183,100 8,606 2,300 108 Cadence Design Systems, Inc. * 386,200 7,195 6,000 112 Check Point Software Technologies, Ltd. * 105,200 5,320 Electronic Data Systems Corp. * 283,400 17,712 6,100 381 EMC Corp.* First Data Corp. 192,900 12,394 4,000 257 Fiserv, Inc. 156,100 9,987 3,500 224 Micromuse, Inc. * 119,200 3,336 Microsoft Corp. 1,808,900 132,050 25,500 1,861 Oracle Corp. * 886,000 16,834 17,100 325 Parametric Technology Corp. 42,400 593 Peoplesoft, Inc. 109,900 5,410 3,000 148 Siebel Systems, Inc. * 112,000 5,253 SunGard Data Systems, Inc. 181,700 5,453 14,100 423 Sun Microsystems, Inc.* VeriSign, Inc.* ---------- ---------- 230,143 3,839 ---------- ---------- Consumer Miscellaneous (0.67%) Black & Decker Corp. 305,700 12,063 Harley-Davidson, Inc. 147,100 6,925 ---------- 18,988 ---------- Cosmetic & Personal Care (1.60%) Avon Products, Inc. 244,100 11,297 6,000 278 Colgate-Palmolive Co. 164,900 9,727 Procter & Gamble Co. 176,000 11,229 Unilever NV - NY Shares 217,700 12,968 2,300 137 ---------- ---------- 45,221 415 ---------- ---------- ---------------------------------------------------------------- V.A. Large Cap Growth Combined ---------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) WARRANTS OMITTED) ---------------------------------------------------------------- ISSUER DESCRIPTION Commercial Services (0.86%) Avery Dennison Corp. 219,400 $ 11,200 Concord EFS, Inc. 150,600 7,833 Omnicom Group, Inc. 22,400 1,926 TMP Worldwide, Inc. 60,800 3,648 ---------- 24,607 ---------- Computer Equipment (6.01%) BEA Systems, Inc.* 1,000 $ 31 1,000 31 Brocade Communications Systems, Inc. 55,800 2,455 Cisco Systems, Inc.* 15,650 285 24,250 442 Dell Computer Corp. * 935,600 24,466 EMC Corp. 115,100 3,344 Gateway, Inc. 144,100 2,370 Intel Corp. 5,000 146 2,113,700 61,825 International Business Machines Corp. 424,900 48,014 Lexmark International Group, Inc. - Cl. A 273,200 18,372 McData Corp. 154,100 2,704 Veritas Software Corp. * 2,050 136 107,550 7,155 ---------- ---------- 598 171,178 ---------- ---------- Computer Software & Services (8.24%) Adobe Systems, Inc. * 185,400 8,714 Cadence Design Systems, Inc. * 392,200 7,307 Check Point Software Technologies, Ltd. * 105,200 5,320 Electronic Data Systems Corp. * 2,000 125 291,500 18,218 EMC Corp.* 4,707 137 4,707 137 First Data Corp. 196,900 12,651 Fiserv, Inc. 159,600 10,211 Micromuse, Inc. * 119,200 3,336 Microsoft Corp. 3,450 252 1,837,850 134,163 Oracle Corp. * 903,100 17,159 Parametric Technology Corp. 42,400 593 Peoplesoft, Inc. 112,900 5,558 Siebel Systems, Inc. * 112,000 5,253 SunGard Data Systems, Inc. 195,800 5,876 Sun Microsystems, Inc.* 6,750 106 6,750 106 VeriSign, Inc.* 950 57 950 57 ---------- ---------- 677 234,659 ---------- ---------- Consumer Miscellaneous (0.67%) Black & Decker Corp. 305,700 12,063 Harley-Davidson, Inc. 147,100 6,925 ---------- 18,988 ---------- Cosmetic & Personal Care (1.60%) Avon Products, Inc. 250,100 11,575 Colgate-Palmolive Co. 164,900 9,727 Procter & Gamble Co. 176,000 11,229 Unilever NV - NY Shares 220,000 13,105 ---------- 45,636 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund, the V.A. Core Equity Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------- ISSUER DESCRIPTION Diversified Operations (8.13%) Amgen, Inc. 150,700 $ 9,144 Danaher Corp. 193,500 10,836 General Electric Co. 3,401,330 165,815 39,300 $ 1,916 Tyco International, Ltd. 774,800 42,227 12,800 697 ---------- ---------- 228,022 2,613 ---------- ---------- Electric Power (1.95%) Allegheny Energy, Inc. 241,800 11,667 Duke Energy Co. 400,000 15,604 Exelon Corp. 335,500 21,512 Mirant Corp. 194,400 6,687 5,600 193 ---------- ---------- 55,470 193 ---------- ---------- Electrical Equipment (0.24%) Best Buy Co., Inc. 106,800 6,784 ---------- Electronic Components (0.06%) Electronic Arts, Inc. 28,400 1,644 ---------- Electronic Products & Services (4.87%) Analog Devices, Inc. 232,400 10,051 4,200 182 Applera Corporation - Applied Biosystems Group 86,700 2,319 Applied Materials, Inc. * 357,300 17,544 4,100 201 Applied Micro Circuits Corp. * 133,900 2,303 Celestica, Inc. 49,300 2,539 Cisco Systems, Inc. 1,483,100 26,992 Emulex Corp. 78,800 3,184 Integrated Device Technology, Inc. 55,800 1,768 KLA-Tencor Corp. * 237,363 13,879 3,300 193 LSI Logic Corp. 350,000 6,580 7,000 131 Marvell Technology Group, Ltd. * 140,600 3,782 Maxim Integrated Products, Inc. * 262,432 11,602 3,600 159 Novellus Systems, Inc.* Parker- Hannifin Corp. 3,700 157 Sanmina Corp. * 114,200 2,673 Tektronix, Inc. 288,900 7,844 Texas Instruments, Inc. 476,500 15,010 7,800 246 Xilinx, Inc. * 219,300 9,044 3,100 128 ---------- ---------- 137,114 1,397 ---------- ---------- Energy - Alternative Source (0.29%) El Paso Corp. 155,900 8,191 ---------- Fiber Optics (0.00%) CIENA Corp.* ---------------------------------------------------------------- V.A. Large Cap Growth Combined ---------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) WARRANTS OMITTED) ---------------------------------------------------------------- ISSUER DESCRIPTION Diversified Operations (8.13%) Amgen, Inc. 150,700 $ 9,144 Danaher Corp. 193,500 10,836 General Electric Co. 7,627 $ 372 3,448,257 168,103 Tyco International, Ltd. 6,550 357 794,150 43,281 ---------- ---------- 729 231,364 ---------- ---------- Electric Power (1.95%) Allegheny Energy, Inc. 241,800 11,667 Duke Energy Co. 400,000 15,604 Exelon Corp. 335,500 21,512 Mirant Corp. 200,000 6,880 ---------- 55,663 ---------- Electrical Equipment (0.24%) Best Buy Co., Inc. 106,800 6,784 ---------- Electronic Components (0.06%) Electronic Arts, Inc. 28,400 1,644 ---------- Electronic Products & Services (4.87%) Analog Devices, Inc. 1,315 57 237,915 10,290 Applera Corporation - Applied Biosystems Group 86,700 2,319 Applied Materials, Inc. * 1,500 73 362,900 17,818 Applied Micro Circuits Corp. * 133,900 2,303 Celestica, Inc. 600 31 49,900 2,570 Cisco Systems, Inc. 1,483,100 26,992 Emulex Corp. 78,800 3,184 Integrated Device Technology, Inc. 55,800 1,768 KLA-Tencor Corp. * 240,663 14,072 LSI Logic Corp. 357,000 6,711 Marvell Technology Group, Ltd. * 140,600 3,782 Maxim Integrated Products, Inc. * 266,032 11,761 Novellus Systems, Inc.* 700 40 700 40 Parker- Hannifin Corp. 3,700 157 Sanmina Corp. * 114,200 2,673 Tektronix, Inc. 288,900 7,844 Texas Instruments, Inc. 484,300 15,256 Xilinx, Inc. * 750 31 223,150 9,203 ---------- ---------- 232 138,743 ---------- ---------- Energy - Alternative Source (0.29%) El Paso Corp. 155,900 8,191 ---------- Fiber Optics (0.00%) CIENA Corp.* 1,600 61 1,600 61 ---------- ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund, the V.A. Core Equity Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------- ISSUER DESCRIPTION Financial Services (0.78%) Providian Financial Corp. * 120,000 $ 7,104 Stillwell Financial, Inc. 362,500 12,165 Citigroup, Inc. 32,600 $ 1,723 Concord EFS, Inc.* 4,100 213 Washington Mutual, Inc. 12,450 467 Goldman Sachs Group, Inc. (The) MBNA Corp. Morgan Stanley Dean Witter & Co. ---------- ---------- 19,269 2,403 ---------- ---------- Food, Beverage & Tobacco (3.42%) Anheuser-Busch Cos., Inc. 247,200 10,185 4,600 190 Coca-Cola Co. 300,000 13,500 Kraft Foods, Inc. CL A* 163,800 5,078 3,000 93 Pepsi Bottling Group, Inc. 6,900 277 15,600 792 PepsiCo, Inc. 549,800 24,301 5,800 256 Philip Morris Cos., Inc. 837,900 42,523 ---------- ---------- 95,864 1,331 ---------- ---------- Health Care Products (12.34%) Abbott Laboratories 308,000 14,787 Allergan, Inc. 132,500 11,329 American Home Products Corp. 608,200 35,543 Andrx Corp. * 32,300 2,487 Bristol-Myers Squibb Co. 436,000 22,803 Eli Lilly & Co. 112,400 8,318 Forest Laboratories, Inc. * 31,000 2,201 Genetech, Inc. * 104,000 5,731 Ivax Corp. 61,650 2,404 Johnson & Johnson 1,057,704 52,885 King Pharmaceuticals, Inc. * 64,500 3,467 MedImmune, Inc. * 108,900 5,140 Medtronic, Inc. 173,600 7,987 Merck & Co., Inc. 493,100 31,514 Pfizer, Inc. 2,726,300 109,188 Pharmacia Corp. 181,700 8,349 Schering-Plough Corp. 570,100 20,661 UnitedHealth Group, Inc. 105,700 6,527 ---------- 351,321 ---------- Health Care Services (0.72%) Lincare Holdings, Inc. 137,400 4,123 5,400 162 Tenet Healthcare Corp. 130,000 6,707 Trigon Healthcare, Inc. 144,700 9,384 2,700 175 ---------- ---------- 20,214 337 ---------- ---------- ---------------------------------------------------------------- V.A. Large Cap Growth Combined ---------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) WARRANTS OMITTED) ---------------------------------------------------------------- ISSUER DESCRIPTION Financial Services (0.78%) Providian Financial Corp. * 120,000 $ 7,104 Stillwell Financial, Inc. 362,500 12,165 Citigroup, Inc. 4,378 $ 231 36,978 1,954 Concord EFS, Inc.* 4,100 213 Washington Mutual, Inc. 12,450 467 Goldman Sachs Group, Inc. (The) 750 64 750 64 MBNA Corp. 3,780 125 3,780 125 Morgan Stanley Dean Witter & Co. 1,300 84 1,300 84 ---------- ---------- 504 22,176 ---------- ---------- Food, Beverage & Tobacco (3.42%) Anheuser-Busch Cos., Inc. 1,700 70 253,500 10,445 Coca-Cola Co. 300,000 13,500 Kraft Foods, Inc. CL A* 166,800 5,171 Pepsi Bottling Group, Inc. 1,800 91 24,300 1,160 PepsiCo, Inc. 555,600 24,557 Philip Morris Cos., Inc. 837,900 42,523 ---------- ---------- 161 97,356 ---------- ---------- Health Care Products (12.34%) Abbott Laboratories 308,000 14,787 Allergan, Inc. 132,500 11,329 American Home Products Corp. 608,200 35,543 Andrx Corp. * 32,300 2,487 Bristol-Myers Squibb Co. 436,000 22,803 Eli Lilly & Co. 112,400 8,318 Forest Laboratories, Inc. * 31,000 2,201 Genetech, Inc. * 104,000 5,731 Ivax Corp. 61,650 2,404 Johnson & Johnson 1,057,704 52,885 King Pharmaceuticals, Inc. * 64,500 3,467 MedImmune, Inc. * 108,900 5,140 Medtronic, Inc. 173,600 7,987 Merck & Co., Inc. 493,100 31,514 Pfizer, Inc. 2,726,300 109,188 Pharmacia Corp. 181,700 8,349 Schering-Plough Corp. 570,100 20,661 UnitedHealth Group, Inc. 105,700 6,527 ---------- 351,321 ---------- Health Care Services (0.72%) Lincare Holdings, Inc. 142,800 4,285 Tenet Healthcare Corp. 130,000 6,707 Trigon Healthcare, Inc. 147,400 9,559 ---------- 20,551 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund, the V.A. Core Equity Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------- ISSUER DESCRIPTION Insurance (4.09%) American International Group, Inc. 407,500 $ 35,045 5,600 $ 482 Hartford Financial Services Group, Inc. 349,600 23,913 4,900 335 Lincoln National Corp. 412,200 21,331 5,600 290 St. Paul Cos., Inc. 381,100 19,318 6,500 329 Torchmark, Inc. 210,100 8,448 4,300 173 XL Capital, Ltd. - Cl. A 78,900 6,478 2,200 181 ---------- ---------- 114,533 1,790 ---------- ---------- Leisure & Recreation (0.18%) Sabre Group Holdings, Inc. 100,000 5,000 3,800 190 ---------- ---------- Manufacturing (0.00%) Danaher Corp. 2,300 129 ---------- Media - TV / Radio (5.17%) AOL Time Warner, Inc. * 1,636,250 86,722 20,600 1,092 BEA Systems, Inc. 148,100 4,548 Charter Communications, Inc. (Class A)* Clear Channel Communications, Inc. 229,700 14,402 The Walt Disney Co. 487,300 14,078 7,500 217 Viacom, Inc. - Cl. B* 489,299 25,321 7,200 372 ---------- ---------- 145,071 1,681 ---------- ---------- Medical (0.21%) Abbott Laboratories 5,400 259 Allergan, Inc. 2,000 171 American Home Products Corp. 7,400 432 Amgen, Inc.* Bristol-Myers Squibb Co. 7,800 408 Cardinal Health, Inc. Express Scripts, Inc.* Genentech, Inc.* Invitrogen Corp.* 2,000 111 Johnson & Johnson 14,618 731 Laboratory Corp. of America Holdings* 2,200 169 Medtronic, Inc. Merck & Co., Inc. 9,400 601 Pfizer, Inc. 34,000 1,362 Pharmacia Corp. 3,600 165 Schering-Plough Corp. 4,100 149 Stryker Corp. UnitedHealth Group, Inc. Wellpoint Health Networks, Inc.* ---------- 4,558 ---------- Metals & Mining (0.80%) Minnesota Mining & Manufacturing Co. 197,100 22,489 3,300 377 ---------- ---------- ---------------------------------------------------------------- V.A. Large Cap Growth Combined ---------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) WARRANTS OMITTED) ---------------------------------------------------------------- ISSUER DESCRIPTION Insurance (4.09%) American International Group, Inc. 2,182 $ 188 415,282 $ 35,715 Hartford Financial Services Group, Inc. 354,500 24,248 Lincoln National Corp. 417,800 21,621 St. Paul Cos., Inc. 387,600 19,647 Torchmark, Inc. 214,400 8,621 XL Capital, Ltd. - Cl. A 81,100 6,659 ---------- ---------- 188 116,511 ---------- ---------- Leisure & Recreation (0.18%) Sabre Group Holdings, Inc. 103,800 5,190 ---------- Manufacturing (0.00%) Danaher Corp. 2,300 129 ---------- Media - TV / Radio (5.17%) AOL Time Warner, Inc. * 5,110 271 1,661,960 88,085 BEA Systems, Inc. 148,100 4,548 Charter Communications, Inc. (Class A)* 3,050 71 3,050 71 Clear Channel Communications, Inc. 2,052 129 231,752 14,531 The Walt Disney Co. 494,800 14,295 Viacom, Inc. - Cl. B* 1,400 72 497,899 25,765 ---------- ---------- 543 147,295 ---------- ---------- Medical (0.21%) Abbott Laboratories 973 83 6,373 342 Allergan, Inc. 2,000 171 American Home Products Corp. 7,400 432 Amgen, Inc.* 2,350 143 2,350 143 Bristol-Myers Squibb Co. 7,800 408 Cardinal Health, Inc. 3,513 242 3,513 242 Express Scripts, Inc.* 800 44 800 44 Genentech, Inc.* 1,056 58 1,056 58 Invitrogen Corp.* 2,000 111 Johnson & Johnson 2,100 105 16,718 836 Laboratory Corp. of America Holdings* 2,200 169 Medtronic, Inc. 2,281 105 2,281 105 Merck & Co., Inc. 9,400 601 Pfizer, Inc. 5,928 237 39,928 1,599 Pharmacia Corp. 2,346 108 5,946 273 Schering-Plough Corp. 4,100 149 Stryker Corp. 1,400 77 1,400 77 UnitedHealth Group, Inc. 550 34 550 34 Wellpoint Health Networks, Inc.* 700 66 700 66 ---------- ---------- 1,302 5,860 ---------- ---------- Metals & Mining (0.80%) Minnesota Mining & Manufacturing Co. 200,400 22,866 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund, the V.A. Core Equity Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------- ISSUER DESCRIPTION Mortgage Banking (0.03%) Fannie Mae 9,100 $ 775 ---------- Natural Gas Distribution (0.88%) Enron Corp. 509,900 $ 24,985 ---------- Office (0.01%) Avery Dennison Corp. 3,600 184 ---------- Oil (1.46)% Baker Hughes, Inc. 300,000 10,050 Royal Dutch Petroleum Co. - NY Shares 540,100 31,472 ---------- 41,522 ---------- Oil & Natural Gas Exploration & Production (4.30%) Apache Corp. 2,500 127 Chevron Corp. 174,000 15,747 3,000 271 El Paso Corp. 2,300 121 Enron Corp. 7,000 343 Exxon Mobil Corp. 842,870 73,625 14,112 1,233 Kerr-McGee Corp. 168,200 11,147 2,400 159 Royal Dutch Petroleum Co. (ADR) (Netherlands) 9,600 559 Transocean Sedco Forex, Inc. 50,450 2,081 USX-Marathon Group 572,500 16,894 5,800 171 ---------- ---------- 119,494 2,984 ---------- ---------- Paper & Forest Products (0.41%) Kimberly-Clark Corp. 203,000 11,348 4,100 229 ---------- ---------- Personal & Commercial Lending (2.88%) Citigroup, Inc. 1,549,000 81,849 ---------- Real Estate Operations (0.05%) HomeStore.com, Inc. 39,800 1,391 ---------- Retail - Department Stores (7.76%) Abercrombie & Fitch Co. (Class A) * 197,700 8,798 4,100 182 Bed Bath & Beyond, Inc. * 300,500 9,376 5,600 168 CVS Corp. 263,900 10,187 4,600 178 Gap, Inc. (The) Home Depot, Inc. 559,600 26,049 6,600 307 Kohl's Corp. * 393,500 24,684 7,900 496 ---------------------------------------------------------------- V.A. Large Cap Growth Combined ---------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) WARRANTS OMITTED) ---------------------------------------------------------------- ISSUER DESCRIPTION Mortgage Banking (0.03%) Fannie Mae 9,100 $ 775 ---------- Natural Gas Distribution (0.88%) Enron Corp. 509,900 24,985 ---------- Office (0.01%) Avery Dennison Corp. 3,600 184 ---------- Oil (1.46)% Baker Hughes, Inc. 300,000 10,050 Royal Dutch Petroleum Co. - NY Shares 540,100 31,472 ---------- 41,522 ---------- Oil & Natural Gas Exploration & Production (4.30%) Apache Corp. 2,500 127 Chevron Corp. 177,000 16,018 El Paso Corp. 2,300 121 Enron Corp. 7,000 343 Exxon Mobil Corp. 856,982 74,858 Kerr-McGee Corp. 170,600 11,306 Royal Dutch Petroleum Co. (ADR) (Netherlands) 9,600 559 Transocean Sedco Forex, Inc. 700 $ 29 51,150 2,110 USX-Marathon Group 578,300 17,065 ---------- ---------- 29 122,507 ---------- ---------- Paper & Forest Products (0.41%) Kimberly-Clark Corp. 207,100 11,577 ---------- Personal & Commercial Lending (2.88%) Citigroup, Inc. 1,549,000 81,849 ---------- Real Estate Operations (0.05%) HomeStore.com, Inc. 39,800 1,391 ---------- Retail - Department Stores (7.76%) Abercrombie & Fitch Co. (Class A) * 201,800 8,980 Bed Bath & Beyond, Inc. * 3,350 101 309,450 9,645 CVS Corp. 268,500 10,365 Gap, Inc. (The) 2,600 75 2,600 75 Home Depot, Inc. 5,512 257 571,712 26,613 Kohl's Corp. * 401,400 25,180 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund, the V.A. Core Equity Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------- ISSUER DESCRIPTION Lowe's Cos., Inc. 402,766 $ 29,221 9,200 $ 667 May Department Stores Co. 271,100 9,288 7,400 254 Talbots, Inc. 128,000 5,600 Target Corp. 338,300 11,705 5,600 194 TJX Cos., Inc. 499,100 15,906 9,700 309 Wal-Mart Stores, Inc. 1,348,900 65,826 14,800 722 ---------- ---------- 216,640 3,477 ---------- ---------- Retail - Drug Stores (0.26%) Rite Aid Corp. 15,000 135 Walgreen Co. 210,300 7,182 3,900 133 ---------- ---------- 7,317 133 ---------- ---------- Retail - Food (0.17%) Starbucks Corp. * 210,700 4,846 ---------- Soap & Cleaning Preparations (0.02%) Colgate-Palmolive Co. 4,100 242 Procter & Gamble Co. (The) 3,100 198 ---------- 440 ---------- Telecommunication Equipment (2.62%) Amdocs Ltd.* American Tower Corp. (Class A) Ciena Corp. * 96,900 3,682 Comverse Technology, Inc. 219,400 12,528 1,800 103 Linear Technology Corp. 339,700 15,022 4,900 217 Micron Technology, Inc. 181,100 7,443 Nokia Oyj - ADR 200,000 4,408 Qualcomm, Inc. * 382,000 22,339 4,500 263 RF Micro Devices, Inc. 105,000 2,832 Scientific-Atlanta, Inc. * 76,200 3,094 Sonus Networks, Inc. * 99,200 2,317 ---------- ---------- 73,665 583 ---------- ---------- Telecommunication Services (3.17%) Broadwing, Inc. 452,100 11,054 6,700 164 EchoStar Communications Corp. - Cl. A* 195,400 6,335 Sprint PCS (PCS Group) * 809,500 19,549 11,700 282 Verizon Communications 971,600 51,981 18,300 979 ---------- ---------- 88,919 1,425 ---------- ---------- Telephone (2.32%) AT&T Corp. - Liberty Media Group - Cl. A 704,262 12,318 16,400 287 Qwest Communications International, Inc. 1,080,300 34,429 17,000 542 SBC Communications, Inc. 196,800 7,884 Telephone and Data Systems, Inc. 96,500 10,494 1,800 195 ---------- ---------- 65,125 1,024 ---------- ---------- ---------------------------------------------------------------- V.A. Large Cap Growth Combined ---------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) WARRANTS OMITTED) ---------------------------------------------------------------- ISSUER DESCRIPTION Lowe's Cos., Inc. 1,300 $ 94 413,266 $ 29,982 May Department Stores Co. 278,500 9,542 Talbots, Inc. 128,000 5,600 Target Corp. 343,900 11,899 TJX Cos., Inc. 508,800 16,215 Wal-Mart Stores, Inc. 5,398 263 1,369,098 66,811 ---------- ---------- 790 220,907 ---------- ---------- Retail - Drug Stores (0.26%) Rite Aid Corp. 15,000 135 Walgreen Co. 214,200 7,315 ---------- 7,450 ---------- Retail - Food (0.17%) Starbucks Corp. * 210,700 4,846 ---------- Soap & Cleaning Preparations (0.02%) Colgate-Palmolive Co. 4,100 242 Procter & Gamble Co. (The) 3,100 198 ---------- 440 ---------- Telecommunication Equipment (2.62%) Amdocs Ltd.* 700 38 700 38 American Tower Corp. (Class A) 3,159 65 3,159 65 Ciena Corp. * 96,900 3,682 Comverse Technology, Inc. 1,200 68 222,400 12,699 Linear Technology Corp. 344,600 15,239 Micron Technology, Inc. 1,400 58 182,500 7,501 Nokia Oyj - ADR 3,164 70 203,164 4,478 Qualcomm, Inc. * 386,500 22,602 RF Micro Devices, Inc. 105,000 2,832 Scientific-Atlanta, Inc. * 1,807 73 78,007 3,167 Sonus Networks, Inc. * 99,200 2,317 ---------- ---------- 372 74,620 ---------- ---------- Telecommunication Services (3.17%) Broadwing, Inc. 458,800 11,218 EchoStar Communications Corp. - Cl. A* 195,400 6,335 Sprint PCS (PCS Group) * 821,200 19,831 Verizon Communications 989,900 52,960 ---------- 90,344 ---------- Telephone (2.32%) AT&T Corp. - Liberty Media Group - Cl. A 720,662 12,605 Qwest Communications International, Inc. 1,097,300 34,971 SBC Communications, Inc. 196,800 7,884 Telephone and Data Systems, Inc. 98,300 10,689 ---------- 66,149 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Growth & Income Fund, the V.A. Core Equity Fund and the V.A. Large Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------- V.S.T. Growth & Income V.A. Core Equity ------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------- ISSUER DESCRIPTION Utilities (0.06%) AES Corp. (The)* Allegheny Energy, Inc. 4,400 $ 212 Duke Energy Corp. 16,500 644 Exelon Corp. 8,100 519 SBC Communications, Inc. 6,900 277 ---------- 1,652 ---------- U.S. Government Agencies (1.41%) Federal National Mortgage Assoc. 471,900 $ 40,182 ---------- ---------- ---------- TOTAL COMMON STOCK (98.62%) 2,760,919 40,984 ---------- ---------- PAR VALUE PAR VALUE (000's (000's OMITTED) OMITTED) --------- --------- SHORT-TERM INVESTMENTS (1.59%) Investments in joint trading account 3.97% due 07/02/01 3.970% $ 45,184 45,184 Joint Repurchase Agreement (0.02%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 10.625% due 08-15-15 and 6.250% due 08-15-23, U.S. Treasury Note 5.625% due 11-30-02) - Note B 3.97% $ 558 558 ---------- CASH EQUIVALENTS (0.35%) Navigator Securities Lending Prime Portfolio** 9,944,668 9,945 ---------- ---------- TOTAL SHORT TERM INVESTMENTS (1.96%) 55,129 558 ---------- ---------- TOTAL INVESTMENTS (100.58%) 2,816,048 41,542 ---------- ---------- OTHER ASSETS AND LIABILITIES, NET (0.58%) (16,058) (406) ---------- ---------- NET ASSETS (100.00%) $2,799,990 $41,136 ========== ========== ---------------------------------------------------------------- V.A. Large Cap Growth Combined ---------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) WARRANTS OMITTED) ---------------------------------------------------------------- ISSUER DESCRIPTION Utilities (0.06%) AES Corp. (The)* 1,618 $ 70 1,618 $ 70 Allegheny Energy, Inc. 4,400 212 Duke Energy Corp. 16,500 644 Exelon Corp. 8,100 519 SBC Communications, Inc. 6,900 277 ---------- ---------- 70 1,722 ---------- ---------- U.S. Government Agencies (1.41%) Federal National Mortgage Assoc. 471,900 40,182 ---------- ---------- ---------- TOTAL COMMON STOCK (98.62%) 6,328 2,808,231 ---------- ---------- PAR VALUE PAR VALUE (000's (000's OMITTED) OMITTED) --------- ---------- SHORT-TERM INVESTMENTS (1.59%) Investments in joint trading account 3.97% due 07/02/01 $ 45,184 45,184 Joint Repurchase Agreement (0.02%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 10.625% due 08-15-15 and 6.250% due 08-15-23, U.S. Treasury Note 5.625% due 11-30-02) - Note B 558 558 CASH EQUIVALENTS (0.35%) Navigator Securities Lending Prime Portfolio** 9,944,668 9,945 ---------- ---------- TOTAL SHORT TERM INVESTMENTS (1.96%) 0 55,687 ---------- ---------- TOTAL INVESTMENTS (100.58%) 6,328 2,863,918 ---------- ---------- OTHER ASSETS AND LIABILITIES, NET (0.58%) (48) (16,512) ---------- ---------- NET ASSETS (100.00%) $6,280 $2,847,406 ========== ========== Notes to the Schedule of Investments * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage show for each investment category is the total value of that category as a percentage of the net assets of the Fund. Exhibit C JOHN HANCOCK V.S.T. EQUITY INDEX FUND NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS JUNE 30, 2001 Pro forma information is intended to provide the shareholders of the John Hancock V.S.T. Equity Index Fund and the John Hancock V.A. 500 Index Fund with information about the impact of the proposed merger by indicating how the merger might have affected information had the merger been consummated as of June 30, 2000. The pro forma combined statements of assets and liabilities and results of operations as of June 30, 2001 have been prepared to reflect the merger of John Hancock V.S.T. Equity Index Fund and John Hancock V.A. 500 Index Fund after giving effect to pro forma adjustments described in the notes below. (a) Acquisition by John Hancock V.S.T. Equity Index Fund of all assets of John Hancock V.A. 500 Index Fund and issuance of John Hancock V.S.T. Small Equity Index Fund shares in exchange for all of the outstanding shares of John Hancock V.A. 500 Index Fund. (b) The deferred organization expense of John Hancock V.A. 500 Index Fund was written off as the Fund would no longer be in existence. (c) The investment advisory fee was adjusted to reflect the application of the fee structure which will be in effect for John Hancock V.S.T. Equity Index Fund: 0.15% for the first $75,000,000 of the Fund's net assets; 0.14% for net assets between $75,000,000 and 125,000,000; 0.13% for net assets in excess of $125,000,000. (d) The actual expenses incurred by the John Hancock V.S.T. Equity Index Fund and the John Hancock V.A. 500 Index Fund for various expenses included on a pro forma basis were reduced to reflect the estimated savings arising from the merger. (e) Represents the Adviser's voluntary agreement to limit the funds' other expenses to an annual rate of .10% of the funds' average daily net assets. John Hancock V.S.T. Equity Index Fund Exhibit C Pro-forma combined statement of assets and liabilities June 30, 2001 (000's omitted) John Hancock John Hancock V.S.T. Equity V.A. 500 Index Pro-Forma Index Fund Fund Adjustments Combined ------------- -------------- ----------- --------- ASSETS Long term investments at cost $ 556,479 $ 12,949 $ -- $ 569,428 Net unrealized appreciation (depreciation) of investments (36,201) 4,888 -- (31,313) Short-term investments at value 18,987 911 -- 19,898 --------- --------- ----------- --------- Total Investments 539,265 18,748 -- 558,013 Cash 68 1 -- 69 Cash Segregated for futures contracts -- 35 -- 35 Receivables for: Investments sold -- 25 -- 25 Dividends and interest receivable 389 13 -- 402 Receivable for futures variation margin 66 2 -- 68 Receivable from John Hancock Advisors, Inc. and affiliates -- 29 -- 29 --------- --------- ----------- --------- Total Assets 539,788 18,853 -- 558,641 --------- --------- ----------- --------- LIABILITIES Payables for: Investments purchased 547 389 -- 936 Accounts payable, accrued expenses and other liabilities 94 45 -- 139 --------- --------- ----------- --------- Total Liabilities 641 434 -- 1,075 --------- --------- ----------- --------- Net Assets 539,147 18,419 -- 557,566 ========= ========= =========== ========= Net assets: Capital paid-in 563,431 12,498 -- 575,929 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions 12,451 1,052 -- 13,503 Undistributed (distributions in excess of) net investment income (loss) (19) -- -- (19) Net unrealized appreciation (depreciation) of investments, futures and translation of assets and liabilities in foreign currencies (36,716) 4,869 -- (31,847) --------- --------- ----------- --------- 539,147 18,419 -- 557,566 ========= ========= =========== ========= Net assets: V.S.T. Equity Index Fund 539,147 -- 18,419 (a) 557,566 V.A. 500 Index Fund -- 18,419 (18,419)(a) -- --------- --------- ----------- --------- 539,147 18,419 -- 557,566 ========= ========= =========== ========= Shares outstanding: V.S.T. Equity Index Fund 32,952 -- 1,126 (a) 34,078 V.A. 500 Index Fund -- 1,227 (1,227)(a) -- --------- --------- ----------- --------- 32,952 1,227 (101)(a) 34,078 ========= ========= =========== ========= Net asset value per share: V.S.T. Equity Index Fund $ 16.36 -- -- $ 16.36 V.A. 500 Index Fund -- $ 15.01 $ (15.01)(a) -- ========= ========= =========== ========= See Notes to Pro-form Combined Financial Statements John Hancock V.S.T. Equity Index Fund Exhibit C Pro-forma combined statement of operations For the year ended June 30, 2001 (000's omitted) John Hancock John Hancock V.S.T. Equity V.A. 500 Index Index Fund Fund 12 months 12 months ended ended Pro-Forma June 30, 2001 June 30, 2001 Adjustments Combined ------------- -------------- ----------- --------- INVESTMENT INCOME Interest $ 729 $ 45 $ -- $ 774 Dividends 6,337 281 -- 6,618 --------- --------- --------- --------- Total investment income 7,066 326 -- 7,392 --------- --------- --------- --------- EXPENSES Investment management fee 708 80 (43)(c) 745 Auditing fees 22 15 (12)(d) 25 Custodian fees 102 161 (155)(d) 108 Accounting and legal services fee -- 5 -- 5 Legal fees 4 1 (1)(d) 4 Printing & mailing fees 74 3 (3)(d) 74 Organization expense -- 2 (2)(b) -- Trustees' fee 5 2 -- 7 Miscellaneous -- 13 -- 13 Other fees 5 -- -- 5 --------- --------- --------- --------- Total expenses 920 282 (216) 986 Less expenses reimbursed -- (191) 191 (e) -- --------- --------- --------- --------- Net expenses 920 91 (25) 986 --------- --------- --------- --------- Net investment income (loss) 6,146 235 25 6,406 --------- --------- --------- --------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments 28,495 1,499 -- 29,994 Financial futures contracts (1,404) (155) -- (1,559) Change in net unrealized appreciation (depreciation) on: Investments (120,407) (5,952) -- (126,359) Futures (225) (13) -- (238) --------- --------- --------- --------- Net realized and unrealized gain (loss) (93,541) (4,621) -- (98,162) --------- --------- --------- --------- Net increase (decrease) in net assets resulting from operations $ (87,395) $ (4,386) $ 25 $ (91,756) ========= ========= ========= ========= See Notes to Pro-form Combined Financial Statements Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Common Stock Advertising (0.01%) Interpublic Group of Companies, Inc. (The) 607 $ 18 Omnicom Group, Inc. 300 26 TMP Worldwide, Inc.* 172 10 ------------- 54 ------------- Aerospace & Defense - (1.42%) B.F. Goodrich Co. 4,500 $ 171 Boeing Co. 41,568 2,311 1,411 79 General Dynamics Corp. 9,300 724 325 25 Goodrich (B.F.) Co. (The) 167 6 Honeywell International, Inc. 37,862 1,325 Lockheed Martin Corp. 20,100 745 702 26 Northrop Grumman Corp. 3,900 312 138 11 Raytheon Co. 17,400 462 575 15 United Technologies Corp. 22,400 1,641 761 56 ------------- ------------- 7,691 218 ------------- ------------- Auto & Truck Parts - (0.33%) AutoZone, Inc. 5,600 210 Cooper Tire & Rubber Co. 3,200 45 Cummins Engine Company, Inc. 1,700 66 67 3 Dana Corp. 6,515 152 239 6 Eaton Corp. 111 8 Genuine Parts Co. 8,650 273 Goodyear Tire & Rubber Co. 7,600 213 Johnson Controls, Inc. 4,100 297 Paccar, Inc. 3,300 170 124 6 Ryder System, Inc. 98 2 TRW, Inc. 6,200 254 Visteon Corp. 6,166 113 212 4 ------------- ------------- 1,793 29 ------------- ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Common Stock Advertising (0.01%) Interpublic Group of Companies, Inc. (The) 607 $ 18 Omnicom Group, Inc. 300 26 TMP Worldwide, Inc.* 172 10 ------------- 54 ------------- Aerospace & Defense - (1.42%) B.F. Goodrich Co. 4,500 171 Boeing Co. 42,979 2,390 General Dynamics Corp. 9,625 749 Goodrich (B.F.) Co. (The) 167 6 Honeywell International, Inc. 37,862 1,325 Lockheed Martin Corp. 20,802 771 Northrop Grumman Corp. 4,038 323 Raytheon Co. 17,975 477 United Technologies Corp. 23,161 1,697 ------------- 7,909 ------------- Auto & Truck Parts - (0.33%) AutoZone, Inc. 5,600 210 Cooper Tire & Rubber Co. 3,200 45 Cummins Engine Company, Inc. 1,767 69 Dana Corp. 6,754 158 Eaton Corp. 111 8 Genuine Parts Co. 8,650 273 Goodyear Tire & Rubber Co. 7,600 213 Johnson Controls, Inc. 4,100 297 Paccar, Inc. 3,424 176 Ryder System, Inc. 98 2 TRW, Inc. 6,200 254 Visteon Corp. 6,378 117 ------------- 1,822 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Automobile - (0.80%) Delphi Automotive Systems Corp. 27,069 $ 431 906 $ 14 Ford Motor Co. 87,036 2,137 2,959 73 General Motors Corp. 26,100 1,679 887 57 Navistar International Corp., Inc. - Cl. B 2,700 76 ------------- ------------- 4,323 144 ------------- ------------- Bank - (6.55%) AmSouth Bancorp. 16,900 312 599 11 Bank of America Corp. 75,268 4,518 2,592 156 Bank of New York Co., Inc. 34,300 1,646 1,190 57 Bank One Corp. 54,850 1,964 1,885 67 BB&T Corporation 18,800 690 659 24 Charter One Financial, Inc. 9,450 301 Comerica, Inc. 8,500 490 289 17 Fifth Third Bancorp 27,054 1,625 931 56 First Union Corp. 46,646 1,630 1,587 55 FleetBoston Financial Corp. 51,420 2,029 1,752 69 Golden West Financial Corp. 7,300 469 Huntington Bancshares, Inc. 12,031 197 406 7 JP Morgan Chase & Co. 93,150 4,154 KeyCorp 20,400 531 687 18 Mellon Financial Corp. 22,800 1,049 772 36 National City Corp. 28,500 877 972 30 Northern Trust Corp. 10,300 644 360 22 PNC Bank Corp. 13,900 914 467 31 Regions Financial Corp. 11,200 358 368 12 SouthTrust Corp. 15,600 406 550 14 State Street Corp. 15,200 752 526 26 Suntrust Banks, Inc. 14,100 913 472 31 Synovus Financial Corp. 13,250 416 469 15 Union Planters Corp. 6,600 288 222 10 US Bancorp 90,919 2,072 3,082 70 Wachovia Corp. 10,100 719 340 24 Washington Mutual, Inc. 41,277 1,550 Wells Fargo & Co. 80,900 3,756 2,776 129 Zions Bancorp 4,300 254 149 9 ------------- ------------- 35,524 996 ------------- ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Automobile - (0.80%) Delphi Automotive Systems Corp. 27,975 $ 445 Ford Motor Co. 89,995 2,210 General Motors Corp. 26,987 1,736 Navistar International Corp., Inc. - Cl. B 2,700 76 ------------- 4,467 ------------- Bank - (6.55%) AmSouth Bancorp. 17,499 323 Bank of America Corp. 77,860 4,674 Bank of New York Co., Inc. 35,490 1,703 Bank One Corp. 56,735 2,031 BB&T Corporation 19,459 714 Charter One Financial, Inc. 9,450 301 Comerica, Inc. 8,789 507 Fifth Third Bancorp 27,985 1,681 First Union Corp. 48,233 1,685 FleetBoston Financial Corp. 53,172 2,098 Golden West Financial Corp. 7,300 469 Huntington Bancshares, Inc. 12,437 204 JP Morgan Chase & Co. 93,150 4,154 KeyCorp 21,087 549 Mellon Financial Corp. 23,572 1,085 National City Corp. 29,472 907 Northern Trust Corp. 10,660 666 PNC Bank Corp. 14,367 945 Regions Financial Corp. 11,568 370 SouthTrust Corp. 16,150 420 State Street Corp. 15,726 778 Suntrust Banks, Inc. 14,572 944 Synovus Financial Corp. 13,719 431 Union Planters Corp. 6,822 298 US Bancorp 94,001 2,142 Wachovia Corp. 10,440 743 Washington Mutual, Inc. 41,277 1,550 Wells Fargo & Co. 83,676 3,885 Zions Bancorp 4,449 263 ------------- 36,520 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Beverages (.07%) Anheuser-Busch Cos., Inc. 1,452 $ 60 Brown-Forman Corp. 111 7 Coca-Cola Co. (The) 4,023 181 Coca-Cola Enterprises, Inc. 680 11 Coors (Adolph) Co. (Class B) 60 3 Pepsi Bottling Group, Inc. 233 9 PepsiCo, Inc. 2,368 105 ------------- 376 ------------- Brokerage & Investment Management - (0.98%) Bear Stearns Cos., Inc. 5,032 $ 297 Charles Schwab Corp. 64,675 989 Franklin Resources, Inc. 13,000 595 Morgan Stanley, Dean Witter, Discover & Co. 52,200 3,353 T. Rowe Price Group, Inc. 6,100 228 ------------- 5,462 ------------- Broker Services (.05%) Bear Stearns Cos., Inc. 170 10 Lehman Brothers Holdings, Inc. 399 31 Merrill Lynch & Co., Inc. 1,357 80 Morgan Stanley Dean Witter & Co. 1,800 116 Schwab (Charles) Corp. 2,242 34 ------------- 271 ------------- Building (0.02%) Black & Decker Corp. 131 5 Centex Corp. 96 4 Danaher Corp. 231 13 Georgia-Pacific Corp. 365 12 Kaufman & Broad Home Corp. 72 2 Louisiana-Pacific Corp. 169 2 Masco Corp. 744 19 Pulte Corp. 68 3 Sherwin-Williams Co. 253 6 Snap-on, Inc. 93 2 -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Beverages (.07%) Anheuser-Busch Cos., Inc. 1,452 $ 60 Brown-Forman Corp. 111 7 Coca-Cola Co. (The) 4,023 181 Coca-Cola Enterprises, Inc. 680 11 Coors (Adolph) Co. (Class B) 60 3 Pepsi Bottling Group, Inc. 233 9 PepsiCo, Inc. 2,368 105 ------------- 376 ------------- Brokerage & Investment Management - (0.98%) Bear Stearns Cos., Inc. 5,032 297 Charles Schwab Corp. 64,675 989 Franklin Resources, Inc. 13,000 595 Morgan Stanley, Dean Witter, Discover & Co. 52,200 3,353 T. Rowe Price Group, Inc. 6,100 228 ------------- 5,462 ------------- Broker Services (.05%) Bear Stearns Cos., Inc. 170 10 Lehman Brothers Holdings, Inc. 399 31 Merrill Lynch & Co., Inc. 1,357 80 Morgan Stanley Dean Witter & Co. 1,800 116 Schwab (Charles) Corp. 2,242 34 ------------- 271 ------------- Building (0.02%) Black & Decker Corp. 131 5 Centex Corp. 96 4 Danaher Corp. 231 13 Georgia-Pacific Corp. 365 12 Kaufman & Broad Home Corp. 72 2 Louisiana-Pacific Corp. 169 2 Masco Corp. 744 19 Pulte Corp. 68 3 Sherwin-Williams Co. 253 6 Snap-on, Inc. 93 2 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Stanley Works (The) 138 $ 6 Vulcan Materials Co. 163 9 Weyerhauser Co. 348 19 Willamette Industries, Inc. 177 9 ------------- 111 ------------- Business Services - (0.47%) Automatic Data Processing, Inc. 29,900 $ 1,486 Cendant Corp. * 1,378 27 Convergys Corp.* 276 8 Equifax, Inc. 232 9 H & R Block, Inc. 4,200 271 148 10 Interpublic Group Cos., Inc. 18,100 531 Moody's Corp. 255 9 Paychex, Inc. 604 24 Robert Half International, Inc. 8,800 219 284 7 ------------- ------------- 2,507 94 ------------- ------------- Chemical - (1.04%) Air Products & Chemicals, Inc. 10,500 480 369 17 Ashland, Inc. 3,000 120 Dow Chemical Co. 42,643 1,418 1,452 48 E.I. du Pont de Nemours & Co. 48,982 2,363 Eastman Chemical Co. 3,400 162 125 6 Engelhard Corp. 6,100 157 211 5 FMC Corp. * 50 3 Great Lakes Chemical Corp. 2,300 71 81 3 Hercules, Inc. 4,600 52 175 2 PPG Industries, Inc. 272 14 Praxair, Inc. 7,300 343 260 12 Rohm & Haas Co. 10,227 337 356 12 Sigma-Aldrich Corp. 3,700 143 122 5 ------------- ------------- 5,646 127 ------------- ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Stanley Works (The) 138 $ 6 Vulcan Materials Co. 163 9 Weyerhauser Co. 348 19 Willamette Industries, Inc. 177 9 ------------- 111 ------------- Business Services - (0.47%) Automatic Data Processing, Inc. 29,900 1,486 Cendant Corp. * 1,378 27 Convergys Corp.* 276 8 Equifax, Inc. 232 9 H & R Block, Inc. 4,348 281 Interpublic Group Cos., Inc. 18,100 531 Moody's Corp. 255 9 Paychex, Inc. 604 24 Robert Half International, Inc. 9,084 226 ------------- 2,601 ------------- Chemical - (1.04%) Air Products & Chemicals, Inc. 10,869 497 Ashland, Inc. 3,000 120 Dow Chemical Co. 44,095 1,466 E.I. du Pont de Nemours & Co. 48,982 2,363 Eastman Chemical Co. 3,525 168 Engelhard Corp. 6,311 162 FMC Corp. * 50 3 Great Lakes Chemical Corp. 2,381 74 Hercules, Inc. 4,775 54 PPG Industries, Inc. 272 14 Praxair, Inc. 7,560 355 Rohm & Haas Co. 10,583 349 Sigma-Aldrich Corp. 3,822 148 ------------- 5,773 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Commercial Services - (0.83%) American Greetings Corp. - Cl. A 2,800 $ 31 Avery Dennison Corp. 5,200 265 Cendant Corp. 40,899 798 Cintas Corp. 7,900 365 Concord EFS, Inc. 11,600 603 Convergys Corp. 8,000 242 Deluxe Corp. 3,100 90 Ecolab, Inc. 6,500 266 Equifax, Inc. 7,200 264 Omnicom Group, Inc. 9,000 774 Power One, Inc. 3,300 55 Quintiles Transnational Corp. 6,500 164 R.R. Donnelley & Sons Co. 4,800 143 The Dun & Bradstreet Corp. 7,700 258 TMP Worldwide, Inc. 5,100 306 ------------- 4,624 ------------- Computer Equipment - (5.88%) Advanced Micro Devices, Inc. 15,700 453 Apple Computer, Inc. * 16,000 372 564 $ 13 Compaq Computer Corp. 79,011 1,224 2,732 42 Dell Computer Corp. * 122,500 3,203 4,207 110 EMC Corp. * 104,912 3,048 3,569 104 Gateway, Inc. * 15,100 248 522 9 Hewlett-Packard Co. 92,400 2,643 3,142 90 Intel Corp. 316,400 9,255 International Business Machines Corp. 81,700 9,232 2,810 317 Lexmark International Group, Inc. - Cl. A * 6,100 410 207 14 Network Appliance, Inc. * 15,000 206 526 7 Palm, Inc. * 24,561 149 917 6 Sabre Holdings Corp.* 215 11 Veritas Software Corp. * 19,100 1,271 643 43 Xerox Corp. 32,500 311 ------------- ------------- 32,025 766 ------------- ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Commercial Services - (0.83%) American Greetings Corp. - Cl. A 2,800 $ 31 Avery Dennison Corp. 5,200 265 Cendant Corp. 40,899 798 Cintas Corp. 7,900 365 Concord EFS, Inc. 11,600 603 Convergys Corp. 8,000 242 Deluxe Corp. 3,100 90 Ecolab, Inc. 6,500 266 Equifax, Inc. 7,200 264 Omnicom Group, Inc. 9,000 774 Power One, Inc. 3,300 55 Quintiles Transnational Corp. 6,500 164 R.R. Donnelley & Sons Co. 4,800 143 The Dun & Bradstreet Corp. 7,700 258 TMP Worldwide, Inc. 5,100 306 ------------- 4,624 ------------- Computer Equipment - (5.88%) Advanced Micro Devices, Inc. 15,700 453 Apple Computer, Inc. * 16,564 385 Compaq Computer Corp. 81,743 1,266 Dell Computer Corp. * 126,707 3,313 EMC Corp. * 108,481 3,152 Gateway, Inc. * 15,622 257 Hewlett-Packard Co. 95,542 2,733 Intel Corp. 316,400 9,255 International Business Machines Corp. 84,510 9,549 Lexmark International Group, Inc. - Cl. A * 6,307 424 Network Appliance, Inc. * 15,526 213 Palm, Inc. * 25,478 155 Sabre Holdings Corp.* 215 11 Veritas Software Corp. * 19,743 1,314 Xerox Corp. 32,500 311 ------------- 32,791 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Computer Software & Services - (6.78%) Adobe Systems, Inc. 11,200 $ 526 387 $ 18 Autodesk, Inc. 2,400 90 87 3 Automatic Data Processing, Inc. 1,010 50 BMC Software, Inc. * 11,500 259 394 9 BroadVision, Inc. 11,100 56 442 2 Cabletron Systems, Inc. * 9,400 215 305 7 Cisco Systems, Inc.* 11,837 216 Citrix Systems, Inc. * 8,800 307 299 10 Computer Associates International, Inc. 26,925 969 932 34 Computer Sciences Corp. * 8,100 280 273 9 Compuware Corp. * 17,500 245 595 8 Electronic Data Systems Corp. 22,300 1,394 757 47 First Data Corp. 18,500 1,189 634 41 Fiserv, Inc. * 5,600 358 201 13 IMS Health, Inc. 14,200 405 477 14 Intuit, Inc. * 9,600 384 337 14 Mercury Interactive Corp. * 3,600 216 134 8 Microsoft Corp. * 253,500 18,505 8,704 635 NCR Corp. * 4,800 226 156 7 Novell, Inc. * 14,100 80 514 3 Oracle Corp. * 263,500 5,006 9,079 173 Parametric Technology Corp. * 11,800 165 427 6 Peoplesoft, Inc. * 14,100 694 475 23 Progressive Corp. 3,400 460 Sapient Corp. 5,000 49 199 2 Siebel Systems, Inc. * 21,800 1,022 733 34 Sun Microsystems, Inc. * 154,400 2,427 5,267 83 Unisys Corp. * 16,000 235 512 8 Yahoo!, Inc. 27,400 548 ------------- ------------- 36,310 1,477 ------------- ------------- Construction - (0.07%) Stanley Works 3,800 159 Vulcan Materials Co. 4,800 258 ------------- 417 ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Computer Software & Services - (6.78%) Adobe Systems, Inc. 11,587 $ 544 Autodesk, Inc. 2,487 93 Automatic Data Processing, Inc. 1,010 50 BMC Software, Inc. * 11,894 268 BroadVision, Inc. 11,542 58 Cabletron Systems, Inc. * 9,705 222 Cisco Systems, Inc.* 11,837 216 Citrix Systems, Inc. * 9,099 317 Computer Associates International, Inc. 27,857 1,003 Computer Sciences Corp. * 8,373 289 Compuware Corp. * 18,095 253 Electronic Data Systems Corp. 23,057 1,441 First Data Corp. 19,134 1,230 Fiserv, Inc. * 5,801 371 IMS Health, Inc. 14,677 419 Intuit, Inc. * 9,937 398 Mercury Interactive Corp. * 3,734 224 Microsoft Corp. * 262,204 19,140 NCR Corp. * 4,956 233 Novell, Inc. * 14,614 83 Oracle Corp. * 272,579 5,179 Parametric Technology Corp. * 12,227 171 Peoplesoft, Inc. * 14,575 717 Progressive Corp. 3,400 460 Sapient Corp. 5,199 51 Siebel Systems, Inc. * 22,533 1,056 Sun Microsystems, Inc. * 159,667 2,510 Unisys Corp. * 16,512 243 Yahoo!, Inc. 27,400 548 ------------- 37,787 ------------- Construction - (0.07%) Stanley Works 3,800 159 Vulcan Materials Co. 4,800 258 ------------- 417 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Consumer Miscellaneous - (0.47%) American Greetings Corp. (Class A) 103 $ 1 Black & Decker Corp. 3,500 $ 138 Clorox Co. 11,100 376 Dollar General Corp. 15,646 305 Fortune Brands, Inc. 7,300 280 Harley-Davidson, Inc. 14,200 669 Newell Rubbermaid, Inc. 13,116 329 Parker-Hannifin Corp. 5,650 240 Sherwin-Williams Co. 7,000 155 Snap-On, Inc. 2,500 60 Tupperware Corp. 2,500 59 ------------- ------------- 2,611 1 ------------- ------------- Container - (0.06%) Ball Corp. 45 2 Bemis Co., Inc. 2,400 96 85 3 Pactiv Corp. * 7,400 99 257 4 Sealed Air Corp. * 3,589 134 135 5 ------------- ------------- 329 14 ------------- ------------- Cosmetic & Personal Care - (1.72%) Alberto-Culver Co. - Cl. B 2,700 114 92 4 Avon Products, Inc. 11,700 541 384 18 Colgate-Palmolive Co. 26,800 1,581 Gillette Co. 50,500 1,464 1,705 49 International Flavors & Fragrances, Inc. 4,400 111 155 4 Leggett & Platt, Inc. 9,900 218 Procter & Gamble Co. 60,700 3,873 Unilever NV - NY Shares 26,782 1,595 ------------- ------------- 9,497 75 ------------- ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Consumer Miscellaneous - (0.47%) American Greetings Corp. (Class A) 103 $ 1 Black & Decker Corp. 3,500 138 Clorox Co. 11,100 376 Dollar General Corp. 15,646 305 Fortune Brands, Inc. 7,300 280 Harley-Davidson, Inc. 14,200 669 Newell Rubbermaid, Inc. 13,116 329 Parker-Hannifin Corp. 5,650 240 Sherwin-Williams Co. 7,000 155 Snap-On, Inc. 2,500 60 Tupperware Corp. 2,500 59 ------------- 2,612 ------------- Container - (0.06%) Ball Corp. 45 2 Bemis Co., Inc. 2,485 99 Pactiv Corp. * 7,657 103 Sealed Air Corp. * 3,724 139 ------------- 343 ------------- Cosmetic & Personal Care - (1.72%) Alberto-Culver Co. - Cl. B 2,792 118 Avon Products, Inc. 12,084 559 Colgate-Palmolive Co. 26,800 1,581 Gillette Co. 52,205 1,513 International Flavors & Fragrances, Inc. 4,555 115 Leggett & Platt, Inc. 9,900 218 Procter & Gamble Co. 60,700 3,873 Unilever NV - NY Shares 26,782 1,595 ------------- 9,572 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Diversified Operations - (6.41%) Amgen, Inc. 49,300 $ 2,992 Corning, Inc. 43,100 720 Costco Wholesale Corp. 21,000 863 Crane Co. 2,950 91 97 $ 3 Danaher Corp. 6,800 381 Du Pont (E.I.) De Nemours & Co. 1,687 81 Eaton Corp. 3,100 217 Fortune Brands, Inc. 247 9 Honeywell International, Inc. 1,309 46 General Electric Co. 468,000 22,815 Illinois Tool Works, Inc. 14,100 893 492 31 ITT Industries, Inc. 4,200 186 142 6 Johnson Controls, Inc. 140 10 Loews Corp. 319 21 Minnesota Mining & Manufacturing Co. 640 73 National Service Industries, Inc. 1,700 38 67 2 Pall Corp. 5,300 125 PPG Industries, Inc. 7,900 415 Textron, Inc. 6,700 369 228 13 TRW, Inc. 202 8 Tyco International, Ltd. 90,930 4,956 3,132 171 W.W. Grainger, Inc. 4,700 193 ------------- ------------- 35,254 474 ------------- ------------- Electric Power - (2.83%) AES Corp. 24,900 1,072 Allegheny Energy, Inc. 5,800 280 Ameren Corp. 6,500 278 American Electric Power Co. 15,260 705 Calpine Corp. 14,300 541 Cinergy Corp. 7,500 262 CMS Energy Corp. 5,700 159 Consolidated Edison, Inc. 10,100 402 Dominion Resources, Inc. 11,994 721 -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Diversified Operations - (6.41%) Amgen, Inc. 49,300 $ 2,992 Corning, Inc. 43,100 720 Costco Wholesale Corp. 21,000 863 Crane Co. 3,047 94 Danaher Corp. 6,800 381 Du Pont (E.I.) De Nemours & Co. 1,687 81 Eaton Corp. 3,100 217 Fortune Brands, Inc. 247 9 Honeywell International, Inc. 1,309 46 General Electric Co. 468,000 22,815 Illinois Tool Works, Inc. 14,592 924 ITT Industries, Inc. 4,342 192 Johnson Controls, Inc. 140 10 Loews Corp. 319 21 Minnesota Mining & Manufacturing Co. 640 73 National Service Industries, Inc. 1,767 40 Pall Corp. 5,300 125 PPG Industries, Inc. 7,900 415 Textron, Inc. 6,928 382 TRW, Inc. 202 8 Tyco International, Ltd. 94,062 5,127 W.W. Grainger, Inc. 4,700 193 ------------- 35,728 ------------- Electric Power - (2.83%) AES Corp. 24,900 1,072 Allegheny Energy, Inc. 5,800 280 Ameren Corp. 6,500 278 American Electric Power Co. 15,260 705 Calpine Corp. 14,300 541 Cinergy Corp. 7,500 262 CMS Energy Corp. 5,700 159 Consolidated Edison, Inc. 10,100 402 Dominion Resources, Inc. 11,994 721 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION DTE Energy Co. 8,000 $ 372 Duke Energy Co. 36,488 1,423 Edison International 14,300 159 Emerson Electric Co. 20,100 1,216 693 $ 42 Entergy Corp. 10,500 403 Exelon Corp. 15,150 971 Firstenergy Corp. 11,200 360 FPL Group, Inc. 8,300 500 General Electric Co. 16,065 783 GPU, Inc. 6,100 214 Mirant Corp. 15,868 546 Niagara Mohawk Holdings, Inc. 7,800 138 NiSource, Inc. 9,149 250 PG & E Corp. 19,900 223 Pinnacle West Capital Corp. 4,400 209 PPL Corp. 6,900 380 Progress Energy, Inc. 9,556 429 Public Services Enterprise Group, Inc. 10,100 494 Reliant Energy, Inc. 14,224 458 Southern Co. 32,000 744 TXU Corp. 12,312 593 Xcel Energy, Inc. 15,550 442 ------------- ------------- 14,944 825 ------------- ------------- Electrical Equipment - (0.23%) American Power Conversion * 8,300 131 315 5 Best Buy Co., Inc. 9,700 616 Cooper Industries, Inc. 4,000 158 Molex, Inc. * 9,550 349 316 12 ------------- ------------- 1,254 17 ------------- ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION DTE Energy Co. 8,000 $ 372 Duke Energy Co. 36,488 1,423 Edison International 14,300 159 Emerson Electric Co. 20,793 1,258 Entergy Corp. 10,500 403 Exelon Corp. 15,150 971 Firstenergy Corp. 11,200 360 FPL Group, Inc. 8,300 500 General Electric Co. 16,065 783 GPU, Inc. 6,100 214 Mirant Corp. 15,868 546 Niagara Mohawk Holdings, Inc. 7,800 138 NiSource, Inc. 9,149 250 PG & E Corp. 19,900 223 Pinnacle West Capital Corp. 4,400 209 PPL Corp. 6,900 380 Progress Energy, Inc. 9,556 429 Public Services Enterprise Group, Inc. 10,100 494 Reliant Energy, Inc. 14,224 458 Southern Co. 32,000 744 TXU Corp. 12,312 593 Xcel Energy, Inc. 15,550 442 ------------- 15,769 ------------- Electrical Equipment - (0.23%) American Power Conversion * 8,615 136 Best Buy Co., Inc. 9,700 616 Cooper Industries, Inc. 4,000 158 Molex, Inc. * 9,866 361 ------------- 1,271 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Electronic Products & Services - (3.92%) Advanced Micro Devices, Inc.* 556 $ 16 Agilent Technologies, Inc. * 21,374 $ 695 739 24 Altera Corp. * 18,600 539 625 18 Analog Devices, Inc. * 17,200 744 582 25 Applera Corporation - Applied Biosystems Group 10,000 268 Applied Materials, Inc. * 38,400 1,885 1,315 65 Applied Micro Circuits Corp. * 14,100 243 486 8 Ball Corp. 1,400 67 Broadcom Corp. - Cl. A * 12,900 552 421 18 Cisco Systems, Inc. 344,000 6,261 Conexant Systems, Inc. * 10,500 94 400 4 Grainger (W.W.), Inc. 154 6 Intel Corp. 10,876 318 Jabil Circuit, Inc. * 9,000 278 309 10 KLA-Tencor Corp. * 8,700 509 300 18 Linear Technology Corp *. 514 23 LSI Logic Corp. * 17,200 323 584 11 Maxim Integrated Products, Inc. * 15,100 668 531 24 Micron Technology, Inc. * 964 40 Motorola, Inc. * 103,895 1,720 3,552 59 National Semiconductor Corp. * 8,700 253 280 8 Novellus Systems, Inc. * 6,500 369 230 13 Parker-Hannifin Corp. 189 8 PerkinElmer, Inc. 5,000 138 163 5 Power-One, Inc.* 127 2 QLogic Corp. * 4,600 296 149 10 Rockwell International Corp. 8,900 339 296 11 Sanmina Corp. * 14,100 330 517 12 Solectron Corp. * 30,200 553 1,057 19 Tektronix, Inc. 4,000 109 152 4 Teradyne, Inc. * 8,200 271 282 9 Texas Instruments, Inc. 82,100 2,586 2,808 88 Thomas & Betts Corp. 2,500 55 94 2 Vitesse Semiconductor Corp. * 9,100 191 297 6 Xilinx, Inc. * 15,300 631 538 22 ------------- ------------- 20,967 906 ------------- ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Electronic Products & Services - (3.92%) Advanced Micro Devices, Inc.* 556 $ 16 Agilent Technologies, Inc. * 22,113 719 Altera Corp. * 19,225 557 Analog Devices, Inc. * 17,782 769 Applera Corporation - Applied Biosystems Group 10,000 268 Applied Materials, Inc. * 39,715 1,950 Applied Micro Circuits Corp. * 14,586 251 Ball Corp. 1,400 67 Broadcom Corp. - Cl. A * 13,321 570 Cisco Systems, Inc. 344,000 6,261 Conexant Systems, Inc. * 10,900 98 Grainger (W.W.), Inc. 154 6 Intel Corp. 10,876 318 Jabil Circuit, Inc. * 9,309 288 KLA-Tencor Corp. * 9,000 527 Linear Technology Corp *. 514 23 LSI Logic Corp. * 17,784 334 Maxim Integrated Products, Inc. * 15,631 692 Micron Technology, Inc. * 964 40 Motorola, Inc. * 107,447 1,779 National Semiconductor Corp. * 8,980 261 Novellus Systems, Inc. * 6,730 382 Parker-Hannifin Corp. 189 8 PerkinElmer, Inc. 5,163 143 Power-One, Inc.* 127 2 QLogic Corp. * 4,749 306 Rockwell International Corp. 9,196 350 Sanmina Corp. * 14,617 342 Solectron Corp. * 31,257 572 Tektronix, Inc. 4,152 113 Teradyne, Inc. * 8,482 280 Texas Instruments, Inc. 84,908 2,674 Thomas & Betts Corp. 2,594 57 Vitesse Semiconductor Corp. * 9,397 197 Xilinx, Inc. * 15,838 653 ------------- 21,873 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Energy - Alternative Source - (0.36%) Calpine Corp.* 483 $ 18 Dynegy, Inc. - Cl.A 15,100 $ 702 El Paso Corp. 24,362 1,280 Mirant Corp.* 549 19 ------------- ------------- 1,982 37 ------------- ------------- Engineering & Construction - (0.03%) Fluor Corp. 3,300 149 128 6 ------------- ------------- Fiber Optics (0.00%) JDS Uniphase Corp.* 2,129 27 ------------- Financial Services - (1.89%) American Express Co. 63,000 2,444 2,140 83 Capital One Financial Corp. 337 20 Charter One Financial, Inc. 334 11 Citigroup, Inc. 8,133 430 Concord EFS, Inc.* 390 20 Franklin Resources, Inc. 428 20 Golden West Financial Corp. 257 17 Household International, Inc. 22,166 1,478 750 50 J.P. Morgan Chase & Co. 3,211 143 Lehman Brothers Holdings, Inc. 11,700 910 MBNA Corp. 1,378 45 Merrill Lynch & Co., Inc. 39,300 2,329 Paychex, Inc. 17,950 718 Pitney Bowes, Inc. 11,800 497 Price (T. Rowe) Associates, Inc. 199 8 Providian Financial Corp. 13,700 811 462 27 Stillwell Financial, Inc. 10,900 366 355 12 USA Education, Inc. 264 19 Washington Mutual, Inc. 1,419 53 ------------- ------------- 9,553 958 ------------- ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Energy - Alternative Source - (0.36%) Calpine Corp.* 483 $ 18 Dynegy, Inc. - Cl.A 15,100 702 El Paso Corp. 24,362 1,280 Mirant Corp.* 549 19 ------------- 2,019 ------------- Engineering & Construction - (0.03%) Fluor Corp. 3,428 155 ------------- Fiber Optics (0.00%) JDS Uniphase Corp.* 2,129 27 ------------- Financial Services - (1.89%) American Express Co. 65,140 2,527 Capital One Financial Corp. 337 20 Charter One Financial, Inc. 334 11 Citigroup, Inc. 8,133 430 Concord EFS, Inc.* 390 20 Franklin Resources, Inc. 428 20 Golden West Financial Corp. 257 17 Household International, Inc. 22,916 1,528 J.P. Morgan Chase & Co. 3,211 143 Lehman Brothers Holdings, Inc. 11,700 910 MBNA Corp. 1,378 45 Merrill Lynch & Co., Inc. 39,300 2,329 Paychex, Inc. 17,950 718 Pitney Bowes, Inc. 11,800 497 Price (T. Rowe) Associates, Inc. 199 8 Providian Financial Corp. 14,162 838 Stillwell Financial, Inc. 11,255 378 USA Education, Inc. 264 19 Washington Mutual, Inc. 1,419 53 ------------- 10,511 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Food, Beverage & Tobacco - (4.22%) Adolph Coors Co. - Cl. B 1,600 $ 80 Anheuser-Busch Cos., Inc. 42,800 1,763 Archer Daniels Midland Co. 30,266 394 1,022 $ 13 Brown-Forman Corp. - Cl. B 3,300 211 Campbell Soup Co. 19,700 507 660 17 Coca-Cola Co. 117,600 5,292 Coca-Cola Enterprises, Inc. 20,300 332 ConAgra, Inc. 25,700 509 869 17 General Mills, Inc. 13,500 591 460 20 H.J. Heinz Co. 16,100 658 564 23 Hershey Foods Corp. 6,600 407 221 14 Kellogg Co. 19,600 569 656 19 Pepsi Bottling Group, Inc. 6,400 257 PepsiCo, Inc. 68,600 3,032 Philip Morris Cos., Inc. 103,300 5,243 Quaker Oats Co. 6,400 584 214 20 Ralston-Ralston Purina Group 14,300 429 501 15 Sara Lee Corp. 37,700 714 1,272 24 SuperValu, Inc. 5,600 98 Sysco Corp. 31,800 863 Unilever NV, American Depositary Receipts (ADR) (Netherlands) 924 55 UST, Inc. 8,300 240 Wm. Wrigley Jr. Co. 10,600 497 Wrigley (WM) Jr. Co. 365 17 ------------- ------------- 23,270 254 ------------- ------------- Funiture (0.00%) Leggett & Platt, Inc. 317 7 ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Food, Beverage & Tobacco - (4.22%) Adolph Coors Co. - Cl. B 1,600 $ 80 Anheuser-Busch Cos., Inc. 42,800 1,763 Archer Daniels Midland Co. 31,288 407 Brown-Forman Corp. - Cl. B 3,300 211 Campbell Soup Co. 20,360 524 Coca-Cola Co. 117,600 5,292 Coca-Cola Enterprises, Inc. 20,300 332 ConAgra, Inc. 26,569 526 General Mills, Inc. 13,960 611 H.J. Heinz Co. 16,664 681 Hershey Foods Corp. 6,821 421 Kellogg Co. 20,256 588 Pepsi Bottling Group, Inc. 6,400 257 PepsiCo, Inc. 68,600 3,032 Philip Morris Cos., Inc. 103,300 5,243 Quaker Oats Co. 6,614 604 Ralston-Ralston Purina Group 14,801 444 Sara Lee Corp. 38,972 738 SuperValu, Inc. 5,600 98 Sysco Corp. 31,800 863 Unilever NV, American Depositary Receipts (ADR) (Netherlands) 924 55 UST, Inc. 8,300 240 Wm. Wrigley Jr. Co. 10,600 497 Wrigley (WM) Jr. Co. 365 17 ------------- 23,524 ------------- Funiture (0.00%) Leggett & Platt, Inc. 317 7 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Health Care Products - (10.65%) Abbott Laboratories 73,200 $ 3,514 Allergan, Inc. 6,200 530 American Home Products Corp. 62,000 3,623 Bausch & Lomb, Inc. 2,200 80 Baxter International, Inc. 28,200 1,382 Becton, Dickinson & Co. 11,700 419 Biomet, Inc. 8,550 411 Boston Scientific Corp. 19,100 325 Bristol-Myers Squibb Co. 91,300 4,775 C.R. Bard, Inc. 2,200 125 Cardinal Health, Inc. 21,350 1,473 Chiron Corp. 9,200 469 Eli Lilly & Co. 52,700 3,900 Forest Laboratories, Inc. 8,500 603 Guidant Corp. 14,700 529 Johnson & Johnson 143,378 7,169 King Pharmaceuticals, Inc. 8,300 446 McKesson HBOC, Inc. 13,233 491 MedImmune, Inc. 10,000 472 Medtronic, Inc. 57,500 2,646 Merck & Co., Inc. 107,800 6,889 Millipore Corp. 1,900 118 Pfizer, Inc. 297,175 11,902 Pharmacia Corp. 61,805 2,840 Schering-Plough Corp. 69,300 2,511 Stryker Corp. 9,000 494 UnitedHealth Group, Inc. 15,300 945 Watson Pharmaceuticals, Inc. 4,800 296 ------------- 59,377 ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Health Care Products - (10.65%) Abbott Laboratories 73,200 $ 3,514 Allergan, Inc. 6,200 530 American Home Products Corp. 62,000 3,623 Bausch & Lomb, Inc. 2,200 80 Baxter International, Inc. 28,200 1,382 Becton, Dickinson & Co. 11,700 419 Biomet, Inc. 8,550 411 Boston Scientific Corp. 19,100 325 Bristol-Myers Squibb Co. 91,300 4,775 C.R. Bard, Inc. 2,200 125 Cardinal Health, Inc. 21,350 1,473 Chiron Corp. 9,200 469 Eli Lilly & Co. 52,700 3,900 Forest Laboratories, Inc. 8,500 603 Guidant Corp. 14,700 529 Johnson & Johnson 143,378 7,169 King Pharmaceuticals, Inc. 8,300 446 McKesson HBOC, Inc. 13,233 491 MedImmune, Inc. 10,000 472 Medtronic, Inc. 57,500 2,646 Merck & Co., Inc. 107,800 6,889 Millipore Corp. 1,900 118 Pfizer, Inc. 297,175 11,902 Pharmacia Corp. 61,805 2,840 Schering-Plough Corp. 69,300 2,511 Stryker Corp. 9,000 494 UnitedHealth Group, Inc. 15,300 945 Watson Pharmaceuticals, Inc. 4,800 296 ------------- 59,377 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Health Care Services - (0.61%) Biogen, Inc. 7,100 $ 386 HCA-The Healthcare Corp. 25,750 1,164 Healthsouth Corp. 19,800 316 Humana, Inc. 7,200 71 Manor Care, Inc. 4,400 140 St. Jude Medical, Inc. 4,200 252 Tenet Healthcare Corp. 15,400 794 Wellpoint Health Networks, Inc. 3,200 301 ------------- 3,424 ------------- Household Appliances / Furnishings - (0.06%) Maytag Corp. 3,500 102 123 $ 3 Newell Rubbermaid, Inc. 431 11 Tupperware Corp. 94 2 Whirlpool Corp. 3,100 194 108 7 ------------- ------------- 296 23 ------------- ------------- Housing - (0.13%) Centex Corp. 2,800 114 Masco Corp. 21,600 539 Pulte Corp. 2,200 94 ------------- 747 ------------- Instruments - Scientific (0.00%) Applera Corp. - Applied Biosystems Group 341 9 Millipore Corp. 76 5 Thermo Electron Corp.* 293 6 ------------- 20 ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Health Care Services - (0.61%) Biogen, Inc. 7,100 $ 386 HCA-The Healthcare Corp. 25,750 1,164 Healthsouth Corp. 19,800 316 Humana, Inc. 7,200 71 Manor Care, Inc. 4,400 140 St. Jude Medical, Inc. 4,200 252 Tenet Healthcare Corp. 15,400 794 Wellpoint Health Networks, Inc. 3,200 301 ------------- 3,424 ------------- Household Appliances / Furnishings - (0.06%) Maytag Corp. 3,623 105 Newell Rubbermaid, Inc. 431 11 Tupperware Corp. 94 2 Whirlpool Corp. 3,208 201 ------------- 319 ------------- Housing - (0.13%) Centex Corp. 2,800 114 Masco Corp. 21,600 539 Pulte Corp. 2,200 94 ------------- 747 ------------- Instruments - Scientific (0.00%) Applera Corp. - Applied Biosystems Group 341 9 Millipore Corp. 76 5 Thermo Electron Corp.* 293 6 ------------- 20 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Insurance - (4.13%) Aetna US Healthcare, Inc. 6,700 $ 173 230 $ 6 AFLAC, Inc. 24,900 784 850 27 Allstate Corp. 34,600 1,522 1,172 52 Ambac Financial Group, Inc. 5,000 291 171 10 American General Corp. 23,842 1,108 807 37 American International Group, Inc. 109,729 9,437 3,770 324 Aon Corp. 11,900 417 424 15 Chubb Corp. 8,300 643 283 22 Cigna Corp. 7,200 690 242 23 Cincinnati Financial Corp. 7,900 312 260 10 Conseco, Inc. 15,391 210 546 7 Hartford Financial Services Group, Inc. 11,100 759 383 26 Jefferson-Pilot Corp. 7,575 366 246 12 John Hancock Financial Services, Inc. 14,400 580 498 20 Lincoln National Corp. 9,000 466 304 16 Marsh & McLennan Cos., Inc. 13,100 1,323 446 45 MBIA, Inc. 7,100 395 240 13 Metlife, Inc. 35,700 1,106 1,213 38 MGIC Investment Corp. 4,900 356 173 13 Progressive Corp. 119 16 Safeco Corp. 6,100 180 207 6 St. Paul Cos., Inc. 10,214 518 347 18 Torchmark, Inc. 6,300 253 203 8 UnumProvident Corp. 11,720 376 390 12 ------------- ------------- 22,265 776 ------------- ------------- Internet Services (0.07%) America Online, Inc.* 7,166 380 Yahoo! Inc.* 917 18 ------------- 398 ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Insurance - (4.13%) Aetna US Healthcare, Inc. 6,930 $ 179 AFLAC, Inc. 25,750 811 Allstate Corp. 35,772 1,574 Ambac Financial Group, Inc. 5,171 301 American General Corp. 24,649 1,145 American International Group, Inc. 113,499 9,761 Aon Corp. 12,324 432 Chubb Corp. 8,583 665 Cigna Corp. 7,442 713 Cincinnati Financial Corp. 8,160 322 Conseco, Inc. 15,937 217 Hartford Financial Services Group, Inc. 11,483 785 Jefferson-Pilot Corp. 7,821 378 John Hancock Financial Services, Inc. 14,898 600 Lincoln National Corp. 9,304 482 Marsh & McLennan Cos., Inc. 13,546 1,368 MBIA, Inc. 7,340 408 Metlife, Inc. 36,913 1,144 MGIC Investment Corp. 5,073 369 Progressive Corp. 119 16 Safeco Corp. 6,307 186 St. Paul Cos., Inc. 10,561 536 Torchmark, Inc. 6,503 261 UnumProvident Corp. 12,110 388 ------------- 23,041 ------------- Internet Services (0.07%) America Online, Inc.* 7,166 380 Yahoo! Inc.* 917 18 ------------- 398 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Leisure & Recreation - (0.70%) Brunswick Corp. 3,800 $ 91 142 $ 3 Carnival Corp. 27,300 838 946 29 Disney (Walt) Co., (The) 3,380 98 Eastman Kodak Co. 13,300 621 469 22 Harley-Davidson, Inc. 489 23 Harrah's Entertainment, Inc. * 5,200 183 190 7 Hasbro, Inc. 7,125 103 279 4 Hilton Hotels Corp. 17,500 203 597 7 Loews Corp. 9,200 593 Marriott International, Inc. (Class A) 394 18 Mattel, Inc. 20,900 395 697 13 Sabre Group Holdings, Inc. 6,274 314 Starwood Hotels & Resorts Worldwide, Inc. 8,900 332 321 12 ------------- ------------- 3,673 236 ------------- ------------- Linen Supply & Related (0.00%) Cintas Corp. 273 13 ------------- Machinery - (0.41%) Caterpillar, Inc. 16,500 826 555 28 Cooper Industries, Inc. 151 6 Deere & Co. 10,700 405 380 14 Dover Corp. 9,500 358 329 12 Ingersoll-Rand Co. 259 11 FMC Corp. 1,400 96 Ingersoll-Rand Co. 7,800 321 McDermott International, Inc. 2,100 25 Thermo Electron Corp. 8,600 189 ------------- ------------- 2,220 71 ------------- ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Leisure & Recreation - (0.70%) Brunswick Corp. 3,942 $ 94 Carnival Corp. 28,246 867 Disney (Walt) Co., (The) 3,380 98 Eastman Kodak Co. 13,769 643 Harley-Davidson, Inc. 489 23 Harrah's Entertainment, Inc. * 5,390 190 Hasbro, Inc. 7,404 107 Hilton Hotels Corp. 18,097 210 Loews Corp. 9,200 593 Marriott International, Inc. (Class A) 394 18 Mattel, Inc. 21,597 408 Sabre Group Holdings, Inc. 6,274 314 Starwood Hotels & Resorts Worldwide, Inc. 9,221 344 ------------- 3,909 ------------- Linen Supply & Related (0.00%) Cintas Corp. 273 13 ------------- Machinery - (0.41%) Caterpillar, Inc. 17,055 854 Cooper Industries, Inc. 151 6 Deere & Co. 11,080 419 Dover Corp. 9,829 370 Ingersoll-Rand Co. 259 11 FMC Corp. 1,400 96 Ingersoll-Rand Co. 7,800 321 McDermott International, Inc. 2,100 25 Thermo Electron Corp. 8,600 189 ------------- 2,291 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Media - Publishing - (0.42%) Dow Jones & Co., Inc. 4,400 $ 263 140 $ 8 Gannett Co., Inc. 12,300 810 428 28 Knight-Ridder, Inc. 3,300 196 118 7 McGraw-Hill Cos., Inc. (The) 316 21 Meredith Corp. 2,200 79 80 3 New York Times Co. - Cl. A 7,300 306 258 11 Tribune Co. 14,265 571 483 19 ------------- ------------- 2,225 97 ------------- ------------- Media - TV / Radio - (4.16%) AOL Time Warner, Inc. 208,550 11,053 Clear Channel Communications, Inc. * 27,800 1,743 950 60 Comcast Corp. - Cl. A 44,600 1,936 1,528 66 McGraw-Hill Cos., Inc. 9,200 609 The Walt Disney Co. 98,500 2,846 Univision Communications, Inc. - Cl. A * 9,500 406 337 14 Viacom, Inc. - Cl. B * 83,562 4,324 2,879 149 ------------- ------------- 22,917 289 ------------- ------------- Medical (0.40%) Abbott Laboratories 2,505 120 Allergan, Inc. 213 18 American Home Products Corp. 2,126 124 Amgen, Inc.* 1,687 102 Bard (C.R.), Inc. 82 5 Bausch & Lomb, Inc. 87 3 Baxter International, Inc. 958 47 Becton, Dickinson & Co. 417 15 Biogen, Inc.* 240 13 Biomet, Inc. 289 14 Boston Scientific Corp.* 649 11 Bristol-Myers Squibb Co. 3,143 164 Cardinal Health, Inc. 721 50 Chiron Corp. * 307 16 Forest Laboratories, Inc.* 285 20 Guidant Corp. 497 18 HCA-The Healthcare Co. 869 39 HEALTHSOUTH Corp.* 630 10 -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Media - Publishing - (0.42%) Dow Jones & Co., Inc. 4,540 $ 271 Gannett Co., Inc. 12,728 838 Knight-Ridder, Inc. 3,418 203 McGraw-Hill Cos., Inc. (The) 316 21 Meredith Corp. 2,280 82 New York Times Co. - Cl. A 7,558 317 Tribune Co. 14,748 590 ------------- 2,322 ------------- Media - TV / Radio - (4.16%) AOL Time Warner, Inc. 208,550 11,053 Clear Channel Communications, Inc. * 28,750 1,803 Comcast Corp. - Cl. A 46,128 2,002 McGraw-Hill Cos., Inc. 9,200 609 The Walt Disney Co. 98,500 2,846 Univision Communications, Inc. - Cl. A * 9,837 420 Viacom, Inc. - Cl. B * 86,441 4,473 ------------- 23,206 ------------- Medical (0.40%) Abbott Laboratories 2,505 120 Allergan, Inc. 213 18 American Home Products Corp. 2,126 124 Amgen, Inc.* 1,687 102 Bard (C.R.), Inc. 82 5 Bausch & Lomb, Inc. 87 3 Baxter International, Inc. 958 47 Becton, Dickinson & Co. 417 15 Biogen, Inc.* 240 13 Biomet, Inc. 289 14 Boston Scientific Corp.* 649 11 Bristol-Myers Squibb Co. 3,143 164 Cardinal Health, Inc. 721 50 Chiron Corp. * 307 16 Forest Laboratories, Inc.* 285 20 Guidant Corp. 497 18 HCA-The Healthcare Co. 869 39 HEALTHSOUTH Corp.* 630 10 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Humana, Inc.* 275 $ 3 Johnson & Johnson 4,897 245 King Pharmaceuticals, Inc.* 277 15 Lilly (Eli) & Co. 1,818 134 Manor Care, Inc.* 166 5 McKesson HBOC, Inc. 461 17 MedImmune, Inc.* 344 16 Medtronic, Inc. 1,955 90 Merck & Co., Inc. 3,708 237 Pall Corp. 199 5 Pfizer Inc. 10,210 409 Pharmacia Corp. 2,104 97 Quintiles Transnational Corp.* 189 5 Schering-Plough Corp. 2,366 86 St. Jude Medical, Inc. * 139 8 Stryker Corp. 317 17 Tenet Healthcare Corp.* 524 27 UnitedHealth Group, Inc. 513 32 Watson Pharmaceutical, Inc.* 171 11 Wellpoint Health Networks, Inc.* 102 10 ------------- 2,258 ------------- Metal Production & Fabrication - (0.02%) Timken Co. 2,900 $ 49 97 2 Worthington Industries, Inc. 3,700 50 138 2 ------------- ------------- 99 4 ------------- ------------- Metals & Mining - (0.89%) Alcan Aluminum, Ltd. 15,000 630 516 22 Alcoa, Inc. 41,088 1,619 1,396 55 Barrick Gold Corp. (Canada) 640 10 Freeport-McMoran Copper & Gold, Inc. (Class B)* 233 3 Homestake Mining Co. 426 3 Inco, Ltd. 9,400 162 294 5 Minnesota Mining & Manufacturing Co. 18,800 2,145 Newmont Mining Corp. 9,401 175 316 6 Phelps Dodge Corp. 3,396 141 127 5 Placer Dome, Inc. (Canada) 530 5 ------------- ------------- 4,872 114 ------------- ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Humana, Inc.* 275 $ 3 Johnson & Johnson 4,897 245 King Pharmaceuticals, Inc.* 277 15 Lilly (Eli) & Co. 1,818 134 Manor Care, Inc.* 166 5 McKesson HBOC, Inc. 461 17 MedImmune, Inc.* 344 16 Medtronic, Inc. 1,955 90 Merck & Co., Inc. 3,708 237 Pall Corp. 199 5 Pfizer Inc. 10,210 409 Pharmacia Corp. 2,104 97 Quintiles Transnational Corp.* 189 5 Schering-Plough Corp. 2,366 86 St. Jude Medical, Inc. * 139 8 Stryker Corp. 317 17 Tenet Healthcare Corp.* 524 27 UnitedHealth Group, Inc. 513 32 Watson Pharmaceutical, Inc.* 171 11 Wellpoint Health Networks, Inc.* 102 10 ------------- 2,258 ------------- Metal Production & Fabrication - (0.02%) Timken Co. 2,997 51 Worthington Industries, Inc. 3,838 52 ------------- 103 ------------- Metals & Mining - (0.89%) Alcan Aluminum, Ltd. 15,516 652 Alcoa, Inc. 42,484 1,674 Barrick Gold Corp. (Canada) 640 10 Freeport-McMoran Copper & Gold, Inc. (Class B)* 233 3 Homestake Mining Co. 426 3 Inco, Ltd. 9,694 167 Minnesota Mining & Manufacturing Co. 18,800 2,145 Newmont Mining Corp. 9,717 181 Phelps Dodge Corp. 3,523 146 Placer Dome, Inc. (Canada) 530 5 ------------- 4,986 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Mortgage Banking (0.04%) Countrywide Credit Industries, Inc. 192 $ 9 Fannie Mae 1,618 138 Freddie Mac 1,120 78 ------------- 225 ------------- Natural Gas Distribution - (0.52%) Enron Corp. 35,500 $ 1,740 KeySpan Corp. 6,400 233 Nicor, Inc. 2,000 78 Peoples Energy Corp. 1,900 76 Williams Cos., Inc. 22,600 745 ------------- 2,872 ------------- Office (0.01%) Avery Dennison Corp. 178 9 Deluxe Corp. 114 3 Pitney Bowes, Inc. 399 17 Xerox Corp. 1,123 11 ------------- 40 ------------- Oil - (1.25%) Baker Hughes, Inc. 15,600 522 543 18 ONEOK, Inc. 2,400 47 Royal Dutch Petroleum Co. (ADR) (Netherlands) 3,468 202 Royal Dutch Petroleum Co. - NY Shares 100,800 5,874 Tosco Corp. 7,100 313 250 11 ------------- ------------- 6,756 231 ------------- ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Mortgage Banking (0.04%) Countrywide Credit Industries, Inc. 192 $ 9 Fannie Mae 1,618 138 Freddie Mac 1,120 78 ------------- 225 ------------- Natural Gas Distribution - (0.52%) Enron Corp. 35,500 1,740 KeySpan Corp. 6,400 233 Nicor, Inc. 2,000 78 Peoples Energy Corp. 1,900 76 Williams Cos., Inc. 22,600 745 ------------- 2,872 ------------- Office (0.01%) Avery Dennison Corp. 178 9 Deluxe Corp. 114 3 Pitney Bowes, Inc. 399 17 Xerox Corp. 1,123 11 ------------- 40 ------------- Oil - (1.25%) Baker Hughes, Inc. 16,143 540 ONEOK, Inc. 2,400 47 Royal Dutch Petroleum Co. (ADR) (Netherlands) 3,468 202 Royal Dutch Petroleum Co. - NY Shares 100,800 5,874 Tosco Corp. 7,350 324 ------------- 6,987 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Oil & Natural Gas Exploration & Production - (4.76%) Amerada Hess Corp. 4,200 $ 340 144 $ 12 Anadarko Petroleum Corp. 11,662 630 405 22 Apache Corp. 5,700 289 203 10 Ashland, Inc. 113 5 Burlington Resources, Inc. 10,510 420 342 14 Chevron Corp. 30,400 2,751 1,037 94 Conoco, Inc. - Cl. B 29,145 842 1,010 29 Devon Energy Corp. 6,000 315 209 11 El Paso Energy Corp. 823 43 Enron Corp. 1,207 59 EOG Resources, Inc. 5,600 199 188 7 Exxon Mobil Corp. 162,455 14,191 5,579 487 Kerr-McGee Corp. 4,470 296 153 10 Kinder Morgan, Inc. 5,400 271 McDermott International, Inc. 99 1 Noble Drilling Corp. * 6,600 216 217 7 Occidental Petroleum Corp. 18,200 484 599 16 Phillips Petroleum Co. 11,900 678 414 24 Rowan Cos., Inc. * 4,000 89 153 3 Sempra Energy 9,704 265 Sunoco, Inc. 3,800 139 136 5 Texaco, Inc. 26,100 1,738 891 59 Transocean Sedco Forex, Inc. 15,236 629 514 21 Unocal Corp. 11,400 389 394 13 USX-Marathon Group 14,500 428 499 15 ------------- ------------- 25,599 967 ------------- ------------- Oil - Equipment & Service - (0.45%) Halliburton Co. 20,600 734 694 24 Nabors Industries, Inc. * 7,100 264 238 9 Schlumberger, Ltd. 27,200 1,432 927 49 ------------- ------------- 2,430 82 ------------- ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Oil & Natural Gas Exploration & Production - (4.76%) Amerada Hess Corp. 4,344 $ 352 Anadarko Petroleum Corp. 12,067 652 Apache Corp. 5,903 299 Ashland, Inc. 113 5 Burlington Resources, Inc. 10,852 434 Chevron Corp. 31,437 2,845 Conoco, Inc. - Cl. B 30,155 871 Devon Energy Corp. 6,209 326 El Paso Energy Corp. 823 43 Enron Corp. 1,207 59 EOG Resources, Inc. 5,788 206 Exxon Mobil Corp. 168,034 14,678 Kerr-McGee Corp. 4,623 306 Kinder Morgan, Inc. 5,400 271 McDermott International, Inc. 99 1 Noble Drilling Corp. * 6,817 223 Occidental Petroleum Corp. 18,799 500 Phillips Petroleum Co. 12,314 702 Rowan Cos., Inc. * 4,153 92 Sempra Energy 9,704 265 Sunoco, Inc. 3,936 144 Texaco, Inc. 26,991 1,797 Transocean Sedco Forex, Inc. 15,750 650 Unocal Corp. 11,794 402 USX-Marathon Group 14,999 443 ------------- 26,566 ------------- Oil - Equipment & Service - (0.45%) Halliburton Co. 21,294 758 Nabors Industries, Inc. * 7,338 273 Schlumberger, Ltd. 28,127 1,481 ------------- 2,512 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Paper & Forest Products - (0.72%) Boise Cascade Corp. 2,500 $ 88 93 $ 3 Georgia-Pacific Corp. 10,526 356 International Paper Co. 22,467 802 781 28 Kimberly-Clark Corp. 25,000 1,398 861 48 Louisiana-Pacific Corp. 4,600 54 Mead Corp. 4,400 120 160 4 Potlatch Corp. 1,200 41 46 2 Temple-Inland, Inc. 2,200 117 80 4 Westvaco Corp. 4,300 105 163 4 Weyerhaeuser Co. 10,500 577 Willamette Industries, Inc. 5,400 267 ------------- ------------- 3,925 93 ------------- ------------- Personal & Commercial Lending - (2.74%) Capital One Financial Corp. 10,200 612 Citigroup, Inc. 236,790 12,512 Countrywide Credit Industries, Inc. 5,500 252 MBNA Corp. 40,575 1,337 USA Education, Inc. 7,900 577 ------------- 15,290 ------------- Pollution Control - (0.20%) Allied Waste Industries, Inc. * 8,600 161 319 6 Waste Management, Inc. 29,057 895 1,012 31 ------------- ------------- 1,056 37 ------------- ------------- Precious Metals/Gems/Stones - (0.11%) Barrick Gold Corp. 19,300 292 Freeport-McMoRan Copper & Gold, Inc. - Cl. B 6,300 70 Homestake Mining Co. 11,100 86 Placer Dome, Inc. 14,100 138 ------------- 586 ------------- Printing - Commercial (0.00%) Donnelley (R.R.) & Sons 190 6 ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Paper & Forest Products - (0.72%) Boise Cascade Corp. 2,593 $ 91 Georgia-Pacific Corp. 10,526 356 International Paper Co. 23,248 830 Kimberly-Clark Corp. 25,861 1,446 Louisiana-Pacific Corp. 4,600 54 Mead Corp. 4,560 124 Potlatch Corp. 1,246 43 Temple-Inland, Inc. 2,280 121 Westvaco Corp. 4,463 109 Weyerhaeuser Co. 10,500 577 Willamette Industries, Inc. 5,400 267 ------------- 4,018 ------------- Personal & Commercial Lending - (2.74%) Capital One Financial Corp. 10,200 612 Citigroup, Inc. 236,790 12,512 Countrywide Credit Industries, Inc. 5,500 252 MBNA Corp. 40,575 1,337 USA Education, Inc. 7,900 577 ------------- 15,290 ------------- Pollution Control - (0.20%) Allied Waste Industries, Inc. * 8,919 167 Waste Management, Inc. 30,069 926 ------------- 1,093 ------------- Precious Metals/Gems/Stones - (0.11%) Barrick Gold Corp. 19,300 292 Freeport-McMoRan Copper & Gold, Inc. - Cl. B 6,300 70 Homestake Mining Co. 11,100 86 Placer Dome, Inc. 14,100 138 ------------- 586 ------------- Printing - Commercial (0.00%) Donnelley (R.R.) & Sons 190 6 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Real Estate Development - (0.01%) KB Home 2,100 $ 63 ------------- Real Estate Investment Trust - (0.10%) Marriott International, Inc. - Cl. A 11,800 559 ------------- Retail - Department Stores - (4.86%) AutoZone, Inc.* 181 $ 7 Bed Bath & Beyond, Inc. * 13,100 409 467 15 Best Buy Co., Inc.* 339 21 Circuit City Stores, Inc. 8,700 157 336 6 Costco Wholesale Corp. 728 30 CVS Corp. 18,300 706 636 25 Dillard's, Inc. - Cl. A 3,600 55 138 2 Dollar General Corp. 535 10 Federated Department Stores, Inc. * 9,200 391 320 14 Gap, Inc. 41,075 1,191 1,390 40 Genuine Parts Co. 278 9 Harcourt General, Inc. 3,500 204 Home Depot, Inc. 109,650 5,104 3,774 176 J.C. Penney Co., Inc. 12,400 327 K-mart Corp. * 22,900 263 792 9 Kohl's Corp. * 15,500 972 539 34 Limited, Inc. 20,052 331 690 11 Lowe's Cos., Inc. 18,200 1,320 622 45 May Department Stores Co. 13,950 478 483 17 Nordstrom, Inc. 7,000 130 216 4 Office Depot, Inc. * 12,900 134 481 5 Penney (J. C.) Co., Inc. 425 11 RadioShack Corp. 8,800 268 300 9 Reebok International Ltd. * 95 3 -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Real Estate Development - (0.01%) KB Home 2,100 $ 63 ------------- Real Estate Investment Trust - (0.10%) Marriott International, Inc. - Cl. A 11,800 559 ------------- Retail - Department Stores - (4.86%) AutoZone, Inc.* 181 7 Bed Bath & Beyond, Inc. * 13,567 424 Best Buy Co., Inc.* 339 21 Circuit City Stores, Inc. 9,036 163 Costco Wholesale Corp. 728 30 CVS Corp. 18,936 731 Dillard's, Inc. - Cl. A 3,738 57 Dollar General Corp. 535 10 Federated Department Stores, Inc. * 9,520 405 Gap, Inc. 42,465 1,231 Genuine Parts Co. 278 9 Harcourt General, Inc. 3,500 204 Home Depot, Inc. 113,424 5,280 J.C. Penney Co., Inc. 12,400 327 K-mart Corp. * 23,692 272 Kohl's Corp. * 16,039 1,006 Limited, Inc. 20,742 342 Lowe's Cos., Inc. 18,822 1,365 May Department Stores Co. 14,433 495 Nordstrom, Inc. 7,216 134 Office Depot, Inc. * 13,381 139 Penney (J. C.) Co., Inc. 425 11 RadioShack Corp. 9,100 277 Reebok International Ltd. * 95 3 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Sears, Roebuck & Co. 15,500 $ 656 531 $ 22 Staples, Inc. * 20,750 332 738 12 SUPERVALU, Inc. 214 4 SYSCO Corp. 1,088 30 Target Corp. 42,600 1,474 1,454 50 Tiffany & Co. 6,900 250 236 9 TJX Cos., Inc. 13,400 427 453 14 Toys "R" Us, Inc. * 9,300 230 320 8 Tricon Global Restaurants, Inc. * 238 10 Wal-Mart Stores, Inc. 210,400 10,268 7,231 353 ------------- ------------- 26,077 1,015 ------------- ------------- Retail - Drug Stores - (0.31%) Longs Drug Stores Corp. 1,900 41 61 2 Walgreen Co. 48,200 1,646 1,646 56 ------------- ------------- 1,687 58 ------------- ------------- Retail - Food - (1.03%) Albertson's, Inc. 19,177 575 655 20 Darden Restaurants, Inc. 5,300 148 191 5 McDonald's Corp. 61,800 1,672 2,092 56 Safeway, Inc. * 24,200 1,162 817 39 Starbucks Corp. * 17,400 400 615 14 The Kroger Co. * 39,200 980 1,311 33 Tricon Global Restaurants, Inc. 7,050 310 Wendy's International, Inc. 4,900 125 184 5 Winn-Dixie Stores, Inc. 6,700 175 227 6 ------------- ------------- 5,547 178 ------------- ------------- Retailers - Broadline - (0.01%) Big Lots, Inc. COM * 5,300 73 183 3 ------------- ------------- Rubber - Tires & Misc (0.00%) Cooper Tire & Rubber Co. 117 2 Goodyear Tire & Rubber Co. (The) 257 7 ------------- 9 ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Sears, Roebuck & Co. 16,031 $ 678 Staples, Inc. * 21,488 344 SUPERVALU, Inc. 214 4 SYSCO Corp. 1,088 30 Target Corp. 44,054 1,524 Tiffany & Co. 7,136 259 TJX Cos., Inc. 13,853 441 Toys "R" Us, Inc. * 9,620 238 Tricon Global Restaurants, Inc. * 238 10 Wal-Mart Stores, Inc. 217,631 10,621 ------------- 27,092 ------------- Retail - Drug Stores - (0.31%) Longs Drug Stores Corp. 1,961 43 Walgreen Co. 49,846 1,702 ------------- 1,745 ------------- Retail - Food - (1.03%) Albertson's, Inc. 19,832 595 Darden Restaurants, Inc. 5,491 153 McDonald's Corp. 63,892 1,728 Safeway, Inc. * 25,017 1,201 Starbucks Corp. * 18,015 414 The Kroger Co. * 40,511 1,013 Tricon Global Restaurants, Inc. 7,050 310 Wendy's International, Inc. 5,084 130 Winn-Dixie Stores, Inc. 6,927 181 ------------- 5,725 ------------- Retailers - Broadline - (0.01%) Big Lots, Inc. COM * 5,483 76 ------------- Rubber - Tires & Misc (0.00%) Cooper Tire & Rubber Co. 117 2 Goodyear Tire & Rubber Co. (The) 257 7 ------------- 9 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Shoe & Apparel Manufacturing - (0.17%) Liz Claiborne, Inc. 2,300 $ 116 Nike, Inc. - Cl. B 12,400 520 439 $ 18 Reebok International, Ltd. 2,400 77 V.F. Corp. 5,800 211 ------------- ------------- 924 18 ------------- ------------- Soap & Cleaning Preparations (0.04%) Clorox Co. 383 13 Colgate-Palmolive Co. 907 54 Ecolab, Inc. 206 8 Proctor & Gamble Co. (The) 2,095 134 ------------- 209 ------------- Steel - 0.06% Allegheny Technologies, Inc. 3,750 68 130 2 Nucor Corp. 3,600 176 125 6 USX-U.S. Steel Group, Inc. 3,800 76 144 3 ------------- ------------- 320 11 ------------- ------------- Telecommunication Equipment - (1.60%) ADC Telecommunications, Inc. * 36,700 242 1,264 8 Andrew Corp. * 3,450 64 132 2 Comverse Technology, Inc. * 7,700 440 277 16 Corning, Inc.* 1,504 25 JDS Uniphase Corp. 60,900 761 Linear Technology Corp. 14,800 654 Lucent Technologies, Inc. 161,925 1,004 5,508 34 Micron Technology, Inc. 27,700 1,139 Nortel Networks Corp. 151,000 1,373 5,153 47 Qualcomm, Inc. * 36,100 2,111 1,225 72 Scientific-Atlanta, Inc. 7,400 300 263 11 Symbol Technologies, Inc. 10,300 229 366 8 Tellabs, Inc. * 19,200 372 662 13 ------------- ------------- 8,689 236 ------------- ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Shoe & Apparel Manufacturing - (0.17%) Liz Claiborne, Inc. 2,300 $ 116 Nike, Inc. - Cl. B 12,839 538 Reebok International, Ltd. 2,400 77 V.F. Corp. 5,800 211 ------------- 942 ------------- Soap & Cleaning Preparations (0.04%) Clorox Co. 383 13 Colgate-Palmolive Co. 907 54 Ecolab, Inc. 206 8 Proctor & Gamble Co. (The) 2,095 134 ------------- 209 ------------- Steel - 0.06% Allegheny Technologies, Inc. 3,880 70 Nucor Corp. 3,725 182 USX-U.S. Steel Group, Inc. 3,944 79 ------------- 331 ------------- Telecommunication Equipment - (1.60%) ADC Telecommunications, Inc. * 37,964 250 Andrew Corp. * 3,582 66 Comverse Technology, Inc. * 7,977 456 Corning, Inc.* 1,504 25 JDS Uniphase Corp. 60,900 761 Linear Technology Corp. 14,800 654 Lucent Technologies, Inc. 167,433 1,038 Micron Technology, Inc. 27,700 1,139 Nortel Networks Corp. 156,153 1,420 Qualcomm, Inc. * 37,325 2,183 Scientific-Atlanta, Inc. 7,663 311 Symbol Technologies, Inc. 10,666 237 Tellabs, Inc. * 19,862 385 ------------- 8,925 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Telecommunication Services - (2.08%) Avaya , Inc. * 14,102 $ 193 459 $ 6 Citizens Communications Co. 14,400 173 461 5 Global Crossing, Ltd. * 41,490 358 1,434 12 Nextel Communications, Inc. - Cl. A * 36,700 642 1,237 22 Sprint Corp. 1,515 37 Sprint PCS (PCS Group) 43,500 1,051 1,433 31 Verizon Communications 127,174 6,804 4,374 234 WorldCom, Inc. * 136,477 1,938 4,671 66 ------------- ------------- 11,159 413 ------------- ------------- Telephone - (3.32%) Alltel Corp. 14,600 894 AT&T Corp. * 161,707 3,558 5,580 123 BellSouth Corp. 88,600 3,568 CenturyTel, Inc. 7,100 215 228 7 Constellation Energy Group 7,500 319 Qwest Communications International, Inc. * 78,462 2,501 2,687 85 SBC Communications, Inc. 158,297 6,341 Sprint Corp. * 42,400 906 ------------- ------------- 18,302 215 ------------- ------------- Textile (0.00%) Liz Claiborne, Inc. 85 4 VF Corp. 181 7 ------------- 11 ------------- Tobacco (0.03%) Philip Morris Cos., Inc. 3,558 180 UST, Inc. 264 8 ------------- 188 ------------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Telecommunication Services - (2.08%) Avaya , Inc. * 14,561 $ 199 Citizens Communications Co. 14,861 178 Global Crossing, Ltd. * 42,924 370 Nextel Communications, Inc. - Cl. A * 37,937 664 Sprint Corp. 1,515 37 Sprint PCS (PCS Group) 44,933 1,082 Verizon Communications 131,548 7,038 WorldCom, Inc. * 141,148 2,004 ------------- 11,572 ------------- Telephone - (3.32%) Alltel Corp. 14,600 894 AT&T Corp. * 167,287 3,681 BellSouth Corp. 88,600 3,568 CenturyTel, Inc. 7,328 222 Constellation Energy Group 7,500 319 Qwest Communications International, Inc. * 81,149 2,586 SBC Communications, Inc. 158,297 6,341 Sprint Corp. * 42,400 906 ------------- 18,517 ------------- Textile (0.00%) Liz Claiborne, Inc. 85 4 VF Corp. 181 7 ------------- 11 ------------- Tobacco (0.03%) Philip Morris Cos., Inc. 3,558 180 UST, Inc. 264 8 ------------- 188 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION Transportation Services - (0.71%) AMR Corp. * 7,500 $ 271 249 $ 9 Burlington Northern Santa Fe Corp. 18,900 570 634 19 CSX Corp. 9,900 359 345 12 Delta Air Lines, Inc. 5,800 256 199 9 Fedex Corp. * 14,300 575 497 20 Navistar International Corp. * 96 3 Norfolk Southern Corp. 18,000 372 622 13 Ryder System, Inc. 2,600 51 Southwest Airlines Co. 35,250 652 1,232 23 U.S. Airways Group, Inc. * 2,900 70 109 2 Union Pacific Corp. 11,600 637 401 22 ------------- ------------- 3,813 132 ------------- ------------- Utilities (0.16%) AES Corp. (The)* 861 37 Allegheny Energy, Inc. 202 10 ALLTEL Corp. 506 31 Ameren Corp. 222 9 American Electric Power Co., Inc. 521 24 BellSouth Corp. 3,031 122 Cinergy Corp. 257 9 CMS Energy Corp. 213 6 Consolidated Edison, Inc. 343 14 Constellation Energy Group, Inc. 265 11 Dominion Resources, Inc. 400 24 DTE Energy Co. 267 12 Duke Energy Corp. 1,248 49 Dynegy, Inc. (Class A) 527 25 Edison International 527 6 Entergy Corp. 357 14 Exelon Corp. 519 33 FirstEnergy Corp. * 362 12 FPL Group, Inc. 284 17 GPU, Inc. 193 7 KeySpan Corp. 222 8 Kinder Morgan, Inc. 185 9 Niagara Mohawk Holdings, Inc.* 259 5 -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION Transportation Services - (0.71%) AMR Corp. * 7,749 $ 280 Burlington Northern Santa Fe Corp. 19,534 589 CSX Corp. 10,245 371 Delta Air Lines, Inc. 5,999 265 Fedex Corp. * 14,797 595 Navistar International Corp. * 96 3 Norfolk Southern Corp. 18,622 385 Ryder System, Inc. 2,600 51 Southwest Airlines Co. 36,482 675 U.S. Airways Group, Inc. * 3,009 72 Union Pacific Corp. 12,001 659 ------------- 3,945 ------------- Utilities (0.16%) AES Corp. (The)* 861 37 Allegheny Energy, Inc. 202 10 ALLTEL Corp. 506 31 Ameren Corp. 222 9 American Electric Power Co., Inc. 521 24 BellSouth Corp. 3,031 122 Cinergy Corp. 257 9 CMS Energy Corp. 213 6 Consolidated Edison, Inc. 343 14 Constellation Energy Group, Inc. 265 11 Dominion Resources, Inc. 400 24 DTE Energy Co. 267 12 Duke Energy Corp. 1,248 49 Dynegy, Inc. (Class A) 527 25 Edison International 527 6 Entergy Corp. 357 14 Exelon Corp. 519 33 FirstEnergy Corp. * 362 12 FPL Group, Inc. 284 17 GPU, Inc. 193 7 KeySpan Corp. 222 8 Kinder Morgan, Inc. 185 9 Niagara Mohawk Holdings, Inc.* 259 5 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION NICOR, Inc. 73 $ 3 NiSource, Inc. 334 9 ONEOK, Inc. 96 2 Peoples Energy Corp. 57 2 PG&E Corp. 626 7 Pinnacle West Capital Corp. 137 6 PPL Corp. 236 13 Progress Energy, Inc. 333 15 Public Service Enterprise Group, Inc. 336 16 Reliant Energy, Inc. 481 15 SBC Communications, Inc. 5,447 218 Sempra Energy 333 9 Southern Co. 1,108 26 TXU Corp. 415 20 Williams Cos., Inc. (The) 784 26 Xcel Energy, Inc. 555 16 ------------- 897 ------------- U.S. Government Agencies - (1.13%) Federal Home Loan Mortgage Corp. 33,000 $ 2,310 Federal National Mortgage Assoc. 46,900 3,994 ------------- 6,304 TOTAL COMMON STOCKS (96.51%) 520,278 17,837 -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION NICOR, Inc. 73 $ 3 NiSource, Inc. 334 9 ONEOK, Inc. 96 2 Peoples Energy Corp. 57 2 PG&E Corp. 626 7 Pinnacle West Capital Corp. 137 6 PPL Corp. 236 13 Progress Energy, Inc. 333 15 Public Service Enterprise Group, Inc. 336 16 Reliant Energy, Inc. 481 15 SBC Communications, Inc. 5,447 218 Sempra Energy 333 9 Southern Co. 1,108 26 TXU Corp. 415 20 Williams Cos., Inc. (The) 784 26 Xcel Energy, Inc. 555 16 ------------- 897 ------------- U.S. Government Agencies - (1.13%) Federal Home Loan Mortgage Corp. 33,000 2,310 Federal National Mortgage Assoc. 46,900 3,994 ------------- 6,304 ------------- TOTAL COMMON STOCKS (96.51%) 538,115 ------------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Equity Index Fund and the V.A. 500 Index Fund, combined on June 30, 2001. --------------------------------------------------------------------------- V.S.T. Equity Index Fund V.A. 500 Index Fund --------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) --------------------------------------------------------------------------- ISSUER DESCRIPTION PAR VALUE PAR VALUE (000's (000's OMITTED) OMITTED) ---------- ---------- SHORT-TERM INVESTMENTS - 3.57% Joint Repurchase Agreement Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 6-29-01, due 7-02-01 (Secured by U.S. Treasury Bonds 6.875% and 6.625% due 8-15-25 and 11-30-02) - Note B 3.970% $ 911 $ 911 Investment in joint trading account 3.97% due 07/02/01 3.970% $ 17,751 17,751 U.S. treasury Bills 3.435% due 09/13/01 3.435 1,245 1,236 ------------- ------------- SHORT-TERM INVESTMENTS (3.57%) 18,987 911 ------------- ------------- TOTAL INVESTMENTS (100.08%) 520,278 18,748 ------------- ------------ OTHER ASSETS AND LIABILITIES, NET (0.08%) (118) (328) ------------- ------------- TOTAL NET ASSETS (100.00%) $ 520,160 $ 18,420 ============= ============= -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) -------------------------- ISSUER DESCRIPTION PAR VALUE (000's OMITTED) ----------- SHORT-TERM INVESTMENTS - 3.57% Joint Repurchase Agreement Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 6-29-01, due 7-02-01 (Secured by U.S. Treasury Bonds 6.875% and 6.625% due 8-15-25 and 11-30-02) - Note B $ 911 $ 911 Investment in joint trading account 3.97% due 07/02/01 U.S. treasury Bills 3.435% due 09/13/01 ------------- SHORT-TERM INVESTMENTS (3.57%) 19,898 ------------- TOTAL INVESTMENTS (100.08%) 539,026 ------------- OTHER ASSETS AND LIABILITIES, NET (0.08%) (446) ------------- TOTAL NET ASSETS (100.00%) $ 538,580 ============= Notes to Schedule of Investments ADR - American Depository Receipts ** Represents investment of security lending collateral. * Non-income producing security. Parenthetical disclosure of a foreign country in the security description represents country of foreign issuer, however, security is U.S. dollar denominated. The percentage shown for each investment category is the total value of that category as a percentage of the combined net assets of the Funds. Exhibit C JOHN HANCOCK V.S.T. INTERNATIONAL EQUITY FUND NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS JUNE 30, 2001 Pro forma information is intended to provide the shareholders of the John Hancock V.S.T. International Equity Fund and the John Hancock V.A. International Fund with information about the impact of the proposed merger by indicating how the merger might have affected information had the merger been consummated as of June 30, 2000. The pro forma combined statements of assets and liabilities and results of operations as of June 30, 2001 have been prepared to reflect the merger of John Hancock V.S.T. International Equity Fund and John Hancock V.A. International Fund after giving effect to pro forma adjustments described in the notes below. (a) Acquisition by John Hancock V.S.T. International Equity Fund of all assets of John Hancock V.A. International Fund and issuance of John Hancock V.S.T. International Equity Fund shares in exchange for all of the outstanding shares of John Hancock V.A. International Fund. (b) The deferred organization expense of John Hancock V.A. International Fund was written off as the Fund would no longer be in existence. (c) The investment advisory fee was adjusted to reflect the application of the fee structure which will be in effect for John Hancock V.S.T. International Equity Fund: 1.20% for the first $50,000,000 of the Fund's average daily net assets; 1.05% for the next $150,000,000 of the Fund's average daily net assets; 1.00% for any additional amounts (d) The actual expenses incurred by the John Hancock V.S.T. International Equity Fund and the John Hancock V.A. International Fund for various expenses included on a pro forma basis were reduced to reflect the estimated savings arising from the merger. (e) Represents the Adviser's voluntary agreement to limit the funds' other expenses to an annual rate of 0.10% of the funds' average daily net assets. John Hancock V.S.T. International Equity Fund Exhibit C Pro-forma combined statement of assets and liabilities June 30, 2001 (000's omitted) John Hancock John Hancock V.S.T. V.A. International International Pro-Forma Equity Fund Fund Adjustments Combined ------------- ------------- ----------- --------- ASSETS Long term investments at cost $22,763 $ 5,233 $ -- $27,996 Net unrealized appreciation (depreciation) of investments (2,759) (328) -- (3,087) Short-term investments at value 1,200 1,302 -- 2,502 ------- ------- ------- ------- Total investments 21,204 6,207 -- 27,411 Cash 55 -- -- 55 Foreign currency at value 60 2 -- 62 Receivable for: Investments sold 7 24 -- 31 Dividends and interest 40 12 -- 52 Futures contracts variation margin 10 -- -- 10 Receivable for forward foreign currency exchange contracts sold -- 3 -- 3 Deferred organization expense -- 1 -- 1 ------- ------- ------- ------- Total Assets 21,376 6,249 -- 27,625 ------- ------- ------- ------- LIABILITIES Payables for: Investments purchased 286 168 -- 454 Securities on loan -- 1,040 -- 1,040 Payable to affiliates -- 4 -- 4 Accounts payable and accrued expenses -- 38 -- 38 Other liabilities 4 -- -- 4 ------- ------- ------- ------- Total Liabilities 290 1,250 -- 1,540 ------- ------- ------- ------- Net Assets 21,086 4,999 -- 26,085 ======= ======= ======= ======= Net assets: Capital paid-in 24,515 6,712 -- 31,227 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions (685) (1,334) -- (2,019) Undistributed (distribution in excess of) net investment income (loss) 18 (326) -- (308) Net unrealized appreciation (depreciation) of investments, futures and translation of assets and liabilities in foreign currencies (2,762) (53) -- (2,815) ------- ------- ------- ------- 21,086 4,999 -- 26,085 ======= ======= ======= ======= Net assets: V.S.T. International Equity Fund 21,086 -- 4,999(a) 26,085 V.A. International Fund -- 4,999 (4,999)(a) -- ------- ------- ------- ------- 21,086 4,999 -- 26,085 ======= ======= ======= ======= Shares outstanding: V.S.T. International Equity Fund 2,519 -- 597(a) 3,116 V.A. International Fund -- 562 (562)(a) -- ------- ------- ------- ------- 2,519 562 35 3,116 ======= ======= ======= ======= Net assets value per share: V.S.T. International Equity Fund $ 8.37 -- -- 8.37 V.A. International Fund -- $ 8.89 (8.89)(a) -- ======= ======= ======= ======= John Hancock V.S.T. International Equity Fund Exhibit C Pro-forma combined statement of operations For the year ended June 30, 2001 (000's omitted) John Hancock John Hancock V.S.T. V.A. International International Equity Fund Fund 12 months ended 12 months ended Pro-Forma June 30, 2001 June 30, 2001 Adjustments Combined --------------- --------------- ----------- --------- INVESTMENT INCOME Interest $ 65 $ 15 $ -- $ 80 Dividends 217 81 -- 298 Securities Lending -- 9 -- 9 ------- ------- ------- ------- Total investment income 282 105 -- 387 ------- ------- ------- ------- EXPENSES Investment management fee 187 64 22(c) 273 Auditing fees 2 13 (4)(d) 11 Custodian fees 87 169 (125)(d) 131 Accounting and legal services fee -- 1 (1)(d) -- Legal fees -- 1 -- 1 Printing & mailing fees 34 4 (4)(d) 34 Organization expense -- 2 (2)(b) -- Miscellaneous -- 2 -- 2 Other fees 2 -- -- 2 ------- ------- ------- ------- Total expenses 312 256 (114) 464 Less expenses reimbursed (109) (174) 124(e) (159) ------- ------- ------- ------- Net expenses 203 82 10 295 ------- ------- ------- ------- Net investment income (loss) 79 23 (10) 92 ------- ------- ------- ------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments (795) (952) -- (1,747) Financial futures contracts 9 -- -- 9 Foreign currency transactions 6 (319) -- (313) Change in net unrealized appreciation (depreciation) on: Investments (3,740) (1,474) -- (5,214) Futures 1 -- -- 1 Translation of assets and liabilities in foreign currencies (7) 2 -- (5) ------- ------- ------- ------- Net realized and unrealized gain (loss) (4,526) (2,743) -- (7,269) ------- ------- ------- ------- Net increase (decrease) in net assets resulting from operations $(4,447) $(2,720) $ (10) $(7,177) ======= ======= ======= ======= Schedule of Investments Exhibit C June 30, 2001 The Schedule of Investments is a complete list of all securities owned by the V.S.T. International Equity Fund and the V.A. International Fund, combined on June 30, 2001. ------------------------------------------------------------------------- John Hancock V.S.T. John Hancock International Equity Fund V.A. International Fund ------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------- ISSUER, DESCRIPTION COMMON STOCK Australia (2.13%) BHP, Ltd (DIOP) 27,926 $ 152 Brambles Industries, Ltd. (DIOP) 2,110 52 Broken Hill Proprietary Co., Ltd. (DIOP) 26,220 139 Tabcorp Holdings, Ltd. (LEIS) 6,933 33 Woolworth's, Ltd. (RETS) 32,164 180 ------- 556 ------- Belgium (0.00%) Fortis (B)* (Insurance) 3 $ - ------- Brazil (0.07%) Tele Norte Leste Participacoes SA American Depositary Receipts (ADR) (Telecommunications) 1,200 18 ------- Canada (1.13%) Anderson Exploration Ltd.* (Oil & Gas) 2,500 50 Magna International, Inc. (Class A) (Automobile / Trucks) 500 31 Manulife Financial Corp. (Insurance) 2,000 56 Nortel Networks Corp. (Telecommunications) 2 - Precision Drilling Corp.* (Oil & Gas) 1,700 53 Suncor Energy, Inc. (Oil & Gas) 1,700 43 Talisman Energy, Inc. (Oil & Gas) 1,600 61 ------- 294 ------- Denmark (0.17%) Novo Nordisk A/S (Class B) (Medical) 1,000 44 ------- Finland (1.02%) Nokia Oyj (TELS) 11,772 267 ------- --------------------------- Combined --------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) --------------------------- ISSUER, DESCRIPTION COMMON STOCK Australia (2.13%) BHP, Ltd (DIOP) 27,926 $ 152 Brambles Industries, Ltd. (DIOP) 2,110 52 Broken Hill Proprietary Co., Ltd. (DIOP) 26,220 139 Tabcorp Holdings, Ltd. (LEIS) 6,933 33 Woolworth's, Ltd. (RETS) 32,164 180 ------- 556 ------- Belgium (0.00%) Fortis (B)* (Insurance) 3 - ------- Brazil (0.07%) Tele Norte Leste Participacoes SA American Depositary Receipts (ADR) (Telecommunications) 1,200 18 ------- Canada (1.13%) Anderson Exploration Ltd.* (Oil & Gas) 2,500 50 Magna International, Inc. (Class A) (Automobile / Trucks) 500 31 Manulife Financial Corp. (Insurance) 2,000 56 Nortel Networks Corp. (Telecommunications) 2 - Precision Drilling Corp.* (Oil & Gas) 1,700 53 Suncor Energy, Inc. (Oil & Gas) 1,700 43 Talisman Energy, Inc. (Oil & Gas) 1,600 61 ------- 294 ------- Denmark (0.17%) Novo Nordisk A/S (Class B) (Medical) 1,000 44 ------- Finland (1.02%) Nokia Oyj (TELS) 11,772 267 ------- Schedule of Investments Exhibit C June 30, 2001 The Schedule of Investments is a complete list of all securities owned by the V.S.T. International Equity Fund and the V.A. International Fund, combined on June 30, 2001. ------------------------------------------------------------------------- John Hancock V.S.T. John Hancock International Equity Fund V.A. International Fund ------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------- ISSUER, DESCRIPTION France (8.10%) Air Liquide (CHEM) 1,368 $ 197 Alcatel (TELS) 2,259 47 Alstom (Machinery) 1,800 $ 50 Assurances Generales de France (Insurance) 1,000 56 Aventis SA (Medical) 600 48 AXA SA (INSU) 7,685 219 Castorama Dubois Investisse (RETS) 290 62 France Telecom (TELS) 997 48 Lafarge SA (CONS) 2,366 203 400 34 PSA Peugeot Citroen SA (Automobile / Trucks) 100 27 Rhone-Poulenc SA (BANK) 556 44 Sanofi-Synthelabo SA (Medical) 800 53 Schneider SA (MACH) 3,368 186 1,060 59 Societe Television Francaise 1 (Media) 1,000 29 Total Fina SA - Cl. B (OILX) 1,156 162 330 46 Vivendi Environment (POLL) 3,340 141 1,500 63 Vivendi Universal SA (DIOP) 5,004 292 800 47 ------- ------- 1,601 512 ------- ------- Germany (6.35%) Allianz AG - Reg. (INSU) 606 177 BASF AG (Chemicals) 1,300 51 Bayer AG (Chemicals) 1,400 55 Bayerische Motoren Werke AG (AUTO) 6,656 221 1,200 40 Deutsche Bank AG (BANK) 3,476 249 500 36 Deutsche Telekom AG (UTIT) 3,539 81 1,500 34 E.On AG (Utilities) 1,300 68 Infineon Technologies AG (ETRN) 2,790 66 Muenchener Rueckversicherungs-Gesellschaft AG - Reg. (INSU) 474 132 147 41 SAP AG (SOFT) 1,557 216 400 56 Siemens AG (DIOP) 2,188 134 ------- ------- 1,276 381 ------- ------- --------------------------- Combined --------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) --------------------------- ISSUER, DESCRIPTION France (8.10%) Air Liquide (CHEM) 1,368 $ 197 Alcatel (TELS) 2,259 47 Alstom (Machinery) 1,800 50 Assurances Generales de France (Insurance) 1,000 56 Aventis SA (Medical) 600 48 AXA SA (INSU) 7,685 219 Castorama Dubois Investisse (RETS) 290 62 France Telecom (TELS) 997 48 Lafarge SA (CONS) 2,766 237 PSA Peugeot Citroen SA (Automobile / Trucks) 100 27 Rhone-Poulenc SA (BANK) 556 44 Sanofi-Synthelabo SA (Medical) 800 53 Schneider SA (MACH) 4,428 245 Societe Television Francaise 1 (Media) 1,000 29 Total Fina SA - Cl. B (OILX) 1,486 208 Vivendi Environment (POLL) 4,840 204 Vivendi Universal SA (DIOP) 5,804 339 ------- 2,113 ------- Germany (6.35%) Allianz AG - Reg. (INSU) 606 177 BASF AG (Chemicals) 1,300 51 Bayer AG (Chemicals) 1,400 55 Bayerische Motoren Werke AG (AUTO) 7,856 261 Deutsche Bank AG (BANK) 3,976 285 Deutsche Telekom AG (UTIT) 5,039 115 E.On AG (Utilities) 1,300 68 Infineon Technologies AG (ETRN) 2,790 66 Muenchener Rueckversicherungs-Gesellschaft AG - Reg. (INSU) 621 173 SAP AG (SOFT) 1,957 272 Siemens AG (DIOP) 2,188 134 ------- 1,657 ------- Schedule of Investments Exhibit C June 30, 2001 The Schedule of Investments is a complete list of all securities owned by the V.S.T. International Equity Fund and the V.A. International Fund, combined on June 30, 2001. ------------------------------------------------------------------------- John Hancock V.S.T. John Hancock International Equity Fund V.A. International Fund ------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------- ISSUER, DESCRIPTION Hong Kong (1.97%) Cheung Kong Holdings Ltd. (Real Estate Operations) 5,000 $ 54 China Mobile Ltd.* (Telecommunications) 7,000 37 Citic Pacific Ltd. (Commercial /Industrial Services) 13,000 40 Giordano International Ltd. (APPA) 48,000 $ 25 Hang Seng Bank, Ltd. (BANK) 9,400 96 Hutchison Whampoa, Ltd. (COMM) 4,700 48 5,000 50 Johnson Electric Holdings Ltd. (Electronics) 22,000 30 Li & Fung, Ltd. (COMM) 60,000 99 Sun Hung Kai Properties, Ltd. (REIT) 4,000 36 ------- ------- 304 211 ------- ------- Ireland (0.56%) Allied Irish Banks Plc (Banks - Foreign) 3,100 36 Bank of Ireland (Banks - Foreign) 2,600 26 Bank of Ireland (Banks - Foreign) 1,600 16 CRH Plc (Building) 1,800 30 Elan Corp. Plc* (ADR) (Medical) 600 37 ------- 145 ------- Israel (0.29%) Check Point Software Technologies, Ltd.* (Computers) 500 25 Teva Pharmaceutical Industries, Ltd. (ADR) (Medical) 800 50 ------- 75 ------- Italy (3.71%) Autostrade SpA (Transport) 5,500 36 Banca Fideuram SpA (Finance) 3,100 29 Banca Nazionale del Lavoro * (Banks - Foreign) 16,000 50 Edison SpA (Utilities) 3,800 35 Riunione Adriatica di Sicurta SpA (Insurance) 5,282 65 San Paolo-IMI SpA (BANK) 12,300 158 Telecom Italia Mobile SpA (TELS) 11,500 59 Telecom Italia SpA (TELS) 26,983 242 3,700 33 UniCredito Italiano SpA (BANK) 60,500 260 ------- ------- 719 248 ------- ------- --------------------------- Combined --------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) --------------------------- ISSUER, DESCRIPTION Hong Kong (1.97%) Cheung Kong Holdings Ltd. (Real Estate Operations) 5,000 $ 54 China Mobile Ltd.* (Telecommunications) 7,000 37 Citic Pacific Ltd. (Commercial /Industrial Services) 13,000 40 Giordano International Ltd. (APPA) 48,000 25 Hang Seng Bank, Ltd. (BANK) 9,400 96 Hutchison Whampoa, Ltd. (COMM) 9,700 98 Johnson Electric Holdings Ltd. (Electronics) 22,000 30 Li & Fung, Ltd. (COMM) 60,000 99 Sun Hung Kai Properties, Ltd. (REIT) 4,000 36 ------- 515 ------- Ireland (0.56%) Allied Irish Banks Plc (Banks - Foreign) 3,100 36 Bank of Ireland (Banks - Foreign) 2,600 26 Bank of Ireland (Banks - Foreign) 1,600 16 CRH Plc (Building) 1,800 30 Elan Corp. Plc* (ADR) (Medical) 600 37 ------- 145 ------- Israel (0.29%) Check Point Software Technologies, Ltd.* (Computers) 500 25 Teva Pharmaceutical Industries, Ltd. (ADR) (Medical) 800 50 ------- 75 ------- Italy (3.71%) Autostrade SpA (Transport) 5,500 36 Banca Fideuram SpA (Finance) 3,100 29 Banca Nazionale del Lavoro * (Banks - Foreign) 16,000 50 Edison SpA (Utilities) 3,800 35 Riunione Adriatica di Sicurta SpA (Insurance) 5,282 65 San Paolo-IMI SpA (BANK) 12,300 158 Telecom Italia Mobile SpA (TELS) 11,500 59 Telecom Italia SpA (TELS) 30,683 275 UniCredito Italiano SpA (BANK) 60,500 260 ------- 967 ------- Schedule of Investments Exhibit C June 30, 2001 The Schedule of Investments is a complete list of all securities owned by the V.S.T. International Equity Fund and the V.A. International Fund, combined on June 30, 2001. ------------------------------------------------------------------------- John Hancock V.S.T. John Hancock International Equity Fund V.A. International Fund ------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------- ISSUER, DESCRIPTION Japan (22.25%) Advantest (ETRN) 400 $ 34 Asahi Chemical Industry Co., Ltd. (CHEM) 22,000 92 Banyu Pharmaceutical Co., Ltd. (HEAL) 4,000 73 Bridgestone Corp (Rubber - Tires & Misc) 2,000 $ 21 Canon, Inc. (COMM) 7,000 283 Chiba Bank, Ltd. (BANK) 10,000 36 Circle K Japan Co., Ltd. (RETF) 2,900 84 Daikin Industries Ltd. (Building) 3,000 56 Daiwa Securities Group, Inc. (FUND) 18,000 188 Fast Retailing Co., Ltd. (Retail) 200 35 Fuji Photo Film (LEIS) 5,000 216 1,000 43 Honda Motor Co. (AUTO) 2,000 88 KAO Corp. (HNBA) 9,000 224 Keyence Corp. (OILX) 600 119 Kirin Brewery Co. (FOOD) 13,000 111 Konami Co., Ltd. (COMP) 1,300 59 Kyocera Corp. (Electronics) 500 44 Marui Co., Ltd. (Retail) 1,000 14 Matsushita Electric Industrial Co., Ltd. (Electronics) 2,000 31 Mitsui Marine & Fire Insurance Co., Ltd. (INSU) 22,000 113 4,000 43 Mizuho Holdings, Inc. *(BANK) 26 121 8 37 Murata Manufacturing Co., Ltd. (ETRN) 1,300 86 300 20 NGK Insulators (PART) 10,000 88 Nintendo Co., Ltd. (Leisure) 100 18 Nippon Mitsubishi Oil Corp. (Oil & Gas) 3,000 17 Nippon Telegraph & Telephone Corp. (UTIT) 33 172 4 21 Nissan Motor Co., Ltd. (Automobile / Trucks) 12,000 83 Nomura Securities Co., Ltd. (FUND) 4,000 77 1,000 19 NTT Data Corp. (Telecommunications) 4 22 NTT DoCoMo, Inc. (Telecommunications) 3 52 Oriental Land Co., Ltd. (Leisure) 400 30 Pioneer Corp. (Electronics) 1,000 30 Ricoh Co., Ltd. (ETRN) 7,000 151 Rohm Co., Ltd. (ETRN) 1,200 186 Sanyo Electric Co. (ETRN) 36,000 227 Secom Co. (ETRN) 2,000 112 Seven-Eleven Japan Co., Ltd. (Retail) 1,000 39 --------------------------- Combined --------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) --------------------------- ISSUER, DESCRIPTION Japan (22.25%) Advantest (ETRN) 400 $ 34 Asahi Chemical Industry Co., Ltd. (CHEM) 22,000 92 Banyu Pharmaceutical Co., Ltd. (HEAL) 4,000 73 Bridgestone Corp (Rubber - Tires & Misc) 2,000 21 Canon, Inc. (COMM) 7,000 283 Chiba Bank, Ltd. (BANK) 10,000 36 Circle K Japan Co., Ltd. (RETF) 2,900 84 Daikin Industries Ltd. (Building) 3,000 56 Daiwa Securities Group, Inc. (FUND) 18,000 188 Fast Retailing Co., Ltd. (Retail) 200 35 Fuji Photo Film (LEIS) 6,000 259 Honda Motor Co. (AUTO) 2,000 88 KAO Corp. (HNBA) 9,000 224 Keyence Corp. (OILX) 600 119 Kirin Brewery Co. (FOOD) 13,000 111 Konami Co., Ltd. (COMP) 1,300 59 Kyocera Corp. (Electronics) 500 44 Marui Co., Ltd. (Retail) 1,000 14 Matsushita Electric Industrial Co., Ltd. (Electronics) 2,000 31 Mitsui Marine & Fire Insurance Co., Ltd. (INSU) 26,000 156 Mizuho Holdings, Inc. *(BANK) 34 158 Murata Manufacturing Co., Ltd. (ETRN) 1,600 106 NGK Insulators (PART) 10,000 88 Nintendo Co., Ltd. (Leisure) 100 18 Nippon Mitsubishi Oil Corp. (Oil & Gas) 3,000 17 Nippon Telegraph & Telephone Corp. (UTIT) 37 193 Nissan Motor Co., Ltd. (Automobile / Trucks) 12,000 83 Nomura Securities Co., Ltd. (FUND) 5,000 96 NTT Data Corp. (Telecommunications) 4 22 NTT DoCoMo, Inc. (Telecommunications) 3 52 Oriental Land Co., Ltd. (Leisure) 400 30 Pioneer Corp. (Electronics) 1,000 30 Ricoh Co., Ltd. (ETRN) 7,000 151 Rohm Co., Ltd. (ETRN) 1,200 186 Sanyo Electric Co. (ETRN) 36,000 227 Secom Co. (ETRN) 2,000 112 Seven-Eleven Japan Co., Ltd. (Retail) 1,000 39 Schedule of Investments Exhibit C June 30, 2001 The Schedule of Investments is a complete list of all securities owned by the V.S.T. International Equity Fund and the V.A. International Fund, combined on June 30, 2001. ------------------------------------------------------------------------- John Hancock V.S.T. John Hancock International Equity Fund V.A. International Fund ------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------- ISSUER, DESCRIPTION Sharp Corp. (ETRN) 14,000 $ 191 Shin-Etsu Chemical Co. (CHEM) 2,000 73 Skylark Co., Ltd. (FOOD) 6,000 171 SMC Corp. (MACH) 1,400 150 Sony Corp. (ETRN) 1,400 92 900 $ 59 Sumitomo Bank (BANK) 3,000 25 Sumitomo Corp. (DIOP) 20,000 140 Takeda Chemical Industries (HEAL) 7,000 326 1,000 47 Takefuji Corp. (LEND) 2,600 236 Tokyo Electric Power (UTIE) 7,300 189 Tokyo Electron Ltd. (Machinery) 500 30 Toppan Forms Co., Ltd. (COMM) 6,000 101 Toray Industries, Inc. (Textile) 8,000 32 Toyota Motor Corp. (AUTO) 6,500 229 UFJ Holdings, Inc. (FINL) 5 27 Yamanouchi Pharmaceutical Co., Ltd. (Medical) 1,000 28 Yamato Transport Co., Ltd. (Transport) 2,000 42 ------- ------- 4,890 913 ------- ------- Mexico (0.08%) America Movil SA de CV Ser L (ADR) (Telecommunications) 1,000 21 ------- Netherlands (7.16%) Aegon NV (INSU) 5,132 145 Akzo Nobel NV (Chemicals) 1,130 48 ASM Lithography Holding NV (COMP) 6,255 140 Heineken NV (Beverages) 1,375 56 ING Groep NV (BANK) 5,680 372 850 56 Koninklijke Ahold NV (Retail) 1,545 48 Koninklijke (Royal) Philips Electronics N.V. (ETRN) 7,510 199 Qiagen NV* (Medical) 1,400 31 Royal Dutch Petroleum Co. (OILE) 10,053 579 Unilever NV - CVA (CONS) 454 27 Unilever Plc (Food) 5,200 44 VNU NV (MEDP) 3,614 123 ------- ------- 1,585 283 ------- ------- Portugal (0.33%) Electricidade de Portugal, SA (UTIE) 17,717 42 Portugal Telecom, SGPS, SA (Telecommunications) 6,500 45 ------- ------- 42 45 ------- ------- --------------------------- Combined --------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) --------------------------- ISSUER, DESCRIPTION Sharp Corp. (ETRN) 14,000 $ 191 Shin-Etsu Chemical Co. (CHEM) 2,000 73 Skylark Co., Ltd. (FOOD) 6,000 171 SMC Corp. (MACH) 1,400 150 Sony Corp. (ETRN) 2,300 151 Sumitomo Bank (BANK) 3,000 25 Sumitomo Corp. (DIOP) 20,000 140 Takeda Chemical Industries (HEAL) 8,000 373 Takefuji Corp. (LEND) 2,600 236 Tokyo Electric Power (UTIE) 7,300 189 Tokyo Electron Ltd. (Machinery) 500 30 Toppan Forms Co., Ltd. (COMM) 6,000 101 Toray Industries, Inc. (Textile) 8,000 32 Toyota Motor Corp. (AUTO) 6,500 229 UFJ Holdings, Inc. (FINL) 5 27 Yamanouchi Pharmaceutical Co., Ltd. (Medical) 1,000 28 Yamato Transport Co., Ltd. (Transport) 2,000 42 ------- 5,803 ------- Mexico (0.08%) America Movil SA de CV Ser L (ADR) (Telecommunications) 1,000 21 ------- Netherlands (7.16%) Aegon NV (INSU) 5,132 145 Akzo Nobel NV (Chemicals) 1,130 48 ASM Lithography Holding NV (COMP) 6,255 140 Heineken NV (Beverages) 1,375 56 ING Groep NV (BANK) 6,530 428 Koninklijke Ahold NV (Retail) 1,545 48 Koninklijke (Royal) Philips Electronics N.V. (ETRN) 7,510 199 Qiagen NV* (Medical) 1,400 31 Royal Dutch Petroleum Co. (OILE) 10,053 579 Unilever NV - CVA (CONS) 454 27 Unilever Plc (Food) 5,200 44 VNU NV (MEDP) 3,614 123 ------- 1,868 ------- Portugal (0.33%) Electricidade de Portugal, SA (UTIE) 17,717 42 Portugal Telecom, SGPS, SA (Telecommunications) 6,500 45 ------- 87 ------- Schedule of Investments Exhibit C June 30, 2001 The Schedule of Investments is a complete list of all securities owned by the V.S.T. International Equity Fund and the V.A. International Fund, combined on June 30, 2001. ------------------------------------------------------------------------- John Hancock V.S.T. John Hancock International Equity Fund V.A. International Fund ------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------- ISSUER, DESCRIPTION Singapore (0.70%) Singapore Technology Engineering, Ltd. (ENGI) 92,000 $ 130 Singapore Telecommunications Ltd. (Telecommunications) 51,000 $ 53 ------- ------- 130 53 ------- ------- South Korea (0.13%) Korea Telecom Corp. (ADR) (Telecommunications) 1,500 33 ------- Spain (2.84%) Acerinox SA (STEE) 4,439 124 Banco Santander Central Hispano SA (BANK) 10,471 95 Iberdrola SA (Utilities) 2,500 32 Inditex (FUSI) 6,648 106 Inditex SA *(Retail) 3,200 51 Repsol YPF, SA (Oil & Gas) 2,200 36 Tabacalera S.A. - Cl. A (FOOD) 4,920 70 Telefonica SA (UTIT) 16,606 205 1,546 19 Union Electrica Fenosa SA (UTIE) 218 4 ------- ------- 604 138 ------- ------- Sweden (3.23%) Electrolux AB, Ser B (Machinery) 3,800 53 Investor AB - B Shares (FUND) 12,183 155 Nordic Baltic Holding AB (BANK) 23,695 135 Securitas AB - B Shares (COMM) 11,074 194 Skandia Forsakrings AB (INSU) 17,002 156 Svenska Handelsbanken AB (Banks - Foreign) 3,600 52 Telefonaktiebolaget LM Ericsson AB *(TELS) 17,614 97 ------- ------- 737 105 ------- ------- Switzerland (7.74%) Adecco SA (COMM) 3,586 169 Credit Suisse Group - Reg. (BANK) 1,513 249 Nestle SA (FOOD) 2,213 471 300 64 NovartisS AG (HEAL) 6,292 228 1,009 37 Roche Holdings AG (HEAL) 4,387 316 Schweizerische Rueckversicherungs-Gesellschaft (INSU) 92 184 Serona SA* (ADR) (Medical) 1,300 32 Swiss Re Co. (Insurance) 25 50 UBS AG (BANK) 1,207 173 Zurich Finance (FINL) 136 46 ------- ------- 1,836 183 ------- ------- --------------------------- Combined --------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) --------------------------- ISSUER, DESCRIPTION Singapore (0.70%) Singapore Technology Engineering, Ltd. (ENGI) 92,000 $ 130 Singapore Telecommunications Ltd. (Telecommunications) 51,000 53 ------- 183 ------- South Korea (0.13%) Korea Telecom Corp. (ADR) (Telecommunications) 1,500 33 ------- Spain (2.84%) Acerinox SA (STEE) 4,439 124 Banco Santander Central Hispano SA (BANK) 10,471 95 Iberdrola SA (Utilities) 2,500 32 Inditex (FUSI) 6,648 106 Inditex SA *(Retail) 3,200 51 Repsol YPF, SA (Oil & Gas) 2,200 36 Tabacalera S.A. - Cl. A (FOOD) 4,920 70 Telefonica SA (UTIT) 18,152 224 Union Electrica Fenosa SA (UTIE) 218 4 ------- 742 ------- Sweden (3.23%) Electrolux AB, Ser B (Machinery) 3,800 53 Investor AB - B Shares (FUND) 12,183 155 Nordic Baltic Holding AB (BANK) 23,695 135 Securitas AB - B Shares (COMM) 11,074 194 Skandia Forsakrings AB (INSU) 17,002 156 Svenska Handelsbanken AB (Banks - Foreign) 3,600 52 Telefonaktiebolaget LM Ericsson AB *(TELS) 17,614 97 ------- 842 ------- Switzerland (7.74%) Adecco SA (COMM) 3,586 169 Credit Suisse Group - Reg. (BANK) 1,513 249 Nestle SA (FOOD) 2,513 535 NovartisS AG (HEAL) 7,301 265 Roche Holdings AG (HEAL) 4,387 316 Schweizerische Rueckversicherungs-Gesellschaft (INSU) 92 184 Serona SA* (ADR) (Medical) 1,300 32 Swiss Re Co. (Insurance) 25 50 UBS AG (BANK) 1,207 173 Zurich Finance (FINL) 136 46 ------- 2,019 ------- Schedule of Investments Exhibit C June 30, 2001 The Schedule of Investments is a complete list of all securities owned by the V.S.T. International Equity Fund and the V.A. International Fund, combined on June 30, 2001. ------------------------------------------------------------------------- John Hancock V.S.T. John Hancock International Equity Fund V.A. International Fund ------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------- ISSUER, DESCRIPTION Taiwan (0.24%) Taiwan Semiconductor Manufacturing Co., Ltd.*(ADR) (Electronics) 2,100 $ 32 United Microelectronics Corp.* (ADR) (Electronics) 3,500 31 ------- 63 ------- United Kingdom (23.69%) Abbey National Plc (Banks - Foreign) 1,500 26 Amvescap PLC (BANK) 15,375 $ 267 AstraZeneca Group PLC (HEAL) 1,599 75 800 37 Bank of Ireland (BANK) 19,442 193 Barclay's PLC (BANK) 11,774 361 1,600 49 Bass PLC (FOOD) 5,938 62 BG Group Plc (Oil & Gas) 13,000 51 BP Amoco PLC (OILX) 50,616 417 4,600 38 British Airways PLC (Transport) 6,700 33 British American Tobacco Plc (Tobacco) 5,200 40 British Sky Broadcasting Group Plc* (Media) 5,200 50 British Telecommunications PLC (TELS) 44,070 277 Centrica Plc (Utilities) 15,640 50 CGU PLC (INSU) 9,546 132 Compass Group Plc (Consumer Services) 5,500 44 Diageo PLC (FOOD) 30,407 334 6,800 75 Energis Plc* (Telecommunications) 8,450 23 Exel (ETRN) 10,828 116 GlaxoSmithKline PLC *(HEAL) 24,243 683 1,600 45 HSBC Holdings PLC (BANK) 25,108 298 National Grid Group PLC (UTIE) 10,848 80 6,600 49 P&O Princess Cruises PLC *(LEIS) 39,239 204 Reckitt Benckiser PLC (HNBA) 7,177 104 4,100 59 Reuters Group PLC (B9) 8,712 113 Royal Bank of Scotland Group Plc (Banks - Foreign) 2,300 51 Scottish Power Plc (Utilities) 5,800 43 Shell Transport & Trading Co. PLC (OILX) 3,111 26 6,800 57 Shire Pharmaceuticals Group Plc* (Medical) 2,400 44 Smiths Group PLC (DIOP) 21,021 244 Standard Chartered Plc (Banks - Foreign) 2,600 33 Tesco PLC (RETF) 116,272 420 Unilever PLC (M4) 38,239 323 Vodafone AirTouch PLC (TELS) 231,703 513 Vodafone Group Plc (Telecommunications) 17,980 40 ------- ------- 5,242 937 ------- ------- --------------------------- Combined --------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) --------------------------- ISSUER, DESCRIPTION Taiwan (0.24%) Taiwan Semiconductor Manufacturing Co., Ltd.*(ADR) (Electronics) 2,100 $ 32 United Microelectronics Corp.* (ADR) (Electronics) 3,500 31 ------- 63 ------- United Kingdom (23.69%) Abbey National Plc (Banks - Foreign) 1,500 26 Amvescap PLC (BANK) 15,375 267 AstraZeneca Group PLC (HEAL) 2,399 112 Bank of Ireland (BANK) 19,442 193 Barclay's PLC (BANK) 13,374 410 Bass PLC (FOOD) 5,938 62 BG Group Plc (Oil & Gas) 13,000 51 BP Amoco PLC (OILX) 55,216 455 British Airways PLC (Transport) 6,700 33 British American Tobacco Plc (Tobacco) 5,200 40 British Sky Broadcasting Group Plc* (Media) 5,200 50 British Telecommunications PLC (TELS) 44,070 277 Centrica Plc (Utilities) 15,640 50 CGU PLC (INSU) 9,546 132 Compass Group Plc (Consumer Services) 5,500 44 Diageo PLC (FOOD) 37,207 409 Energis Plc* (Telecommunications) 8,450 23 Exel (ETRN) 10,828 116 GlaxoSmithKline PLC *(HEAL) 25,843 728 HSBC Holdings PLC (BANK) 25,108 298 National Grid Group PLC (UTIE) 17,448 129 P&O Princess Cruises PLC *(LEIS) 39,239 204 Reckitt Benckiser PLC (HNBA) 11,277 163 Reuters Group PLC (B9) 8,712 113 Royal Bank of Scotland Group Plc (Banks - Foreign) 2,300 51 Scottish Power Plc (Utilities) 5,800 43 Shell Transport & Trading Co. PLC (OILX) 9,911 83 Shire Pharmaceuticals Group Plc* (Medical) 2,400 44 Smiths Group PLC (DIOP) 21,021 244 Standard Chartered Plc (Banks - Foreign) 2,600 33 Tesco PLC (RETF) 116,272 420 Unilever PLC (M4) 38,239 323 Vodafone AirTouch PLC (TELS) 231,703 513 Vodafone Group Plc (Telecommunications) 17,980 40 ------- 6,179 ------- Schedule of Investments Exhibit C June 30, 2001 The Schedule of Investments is a complete list of all securities owned by the V.S.T. International Equity Fund and the V.A. International Fund, combined on June 30, 2001. ------------------------------------------------------------------------- John Hancock V.S.T. John Hancock International Equity Fund V.A. International Fund ------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------- ISSUER, DESCRIPTION United States (1.60%) Amdocs Ltd.* (Telecommunications) 400 $ 22 Elan Corp. PLC - ADR (HEAL) 1,400 $ 86 Glaxo SmithKline PLC - ADR (HEAL) 2,300 129 Santa Fe International Corp. (Oil & Gas) 1,500 44 Schlumberger Ltd. (Oil & Gas) 900 47 Transocean Sedco Forex, Inc. (Oil & Gas) 1,000 41 XL Capital Ltd. (Class A) (Insurance) 600 49 ------- ------- 215 203 ------- ------- TOTAL COMMON STOCK - (95.49%) 20,004 4,905 ------- ------- RIGHTS Portugal (0.00%) Portugal Telecom, SGPS, SA* (Telecommunications) 6,500 - ------- PAR VALUE PAR VALUE (000's (000's OMITTED) OMITTED) --------- --------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (5.60%) Investment in joint repurchase agreement with Goldman Sachs & Co. dated 06/29/01, 4.11% due 07/02/01 (Secured by various U.S. Treasury Obligations and U.S. Government Agency Bonds) 4.110% $ 1,200 $ 1,200 ------- Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 6.875% due 08-15-25 and U.S. Treasury Notes, 5.625% due 11-30-02) - Note B 3.970% $ 262 $ 262 ------- --------------------------- Combined --------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) --------------------------- ISSUER, DESCRIPTION United States (1.60%) Amdocs Ltd.* (Telecommunications) 400 $ 22 Elan Corp. PLC - ADR (HEAL) 1,400 86 Glaxo SmithKline PLC - ADR (HEAL) 2,300 129 Santa Fe International Corp. (Oil & Gas) 1,500 44 Schlumberger Ltd. (Oil & Gas) 900 47 Transocean Sedco Forex, Inc. (Oil & Gas) 1,000 41 XL Capital Ltd. (Class A) (Insurance) 600 49 ------- 418 ------- TOTAL COMMON STOCK - (95.49%) 24,909 ------- RIGHTS Portugal (0.00%) Portugal Telecom, SGPS, SA* (Telecommunications) 6,500 - ------- PAR VALUE (000's OMITTED) --------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (5.60%) Investment in joint repurchase agreement with Goldman Sachs & Co. dated 06/29/01, 4.11% due 07/02/01 (Secured by various U.S. Treasury Obligations and U.S. Government Agency Bonds) $ 1,200 $ 1,200 Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 6.875% due 08-15-25 and U.S. Treasury Notes, 5.625% due 11-30-02) - Note B 262 262 ------- Schedule of Investments Exhibit C June 30, 2001 The Schedule of Investments is a complete list of all securities owned by the V.S.T. International Equity Fund and the V.A. International Fund, combined on June 30, 2001. ------------------------------------------------------------------------- John Hancock V.S.T. John Hancock International Equity Fund V.A. International Fund ------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------- ISSUER, DESCRIPTION Cash Equivalents (3.99%) Navigator Securities Lending Prime Portfolio** 1,040,206 $ 1,040 ------- ------- ------- TOTAL SHORT TERM INVESTMENTS (9.59%) $ 1,200 1,302 ------- ------- TOTAL INVESTMENTS (105.08%) 21,204 6,207 ------- ------- OTHER ASSETS AND LIABILITIES, NET (5.08%) (118) (1,208) ------- ------- TOTAL NET ASSETS (100.00%) $21,086 $ 4,999 ======= ======= --------------------------- Combined --------------------------- NUMBER OF MARKET VALUE SHARES OR (000's WARRANTS OMITTED) --------------------------- ISSUER, DESCRIPTION Cash Equivalents (3.99%) Navigator Securities Lending Prime Portfolio** 1,040,206 $ 1,040 ------- ------- TOTAL SHORT TERM INVESTMENTS (9.59%) 2,502 ------- TOTAL INVESTMENTS (105.08%) 27,411 ------- OTHER ASSETS AND LIABILITIES, NET (5.08%) (1,326) ------- TOTAL NET ASSETS (100.00%) $26,085 ======= NOTES TO THE SCHEDULE OF INVESTMENTS ADR - American Depository Receipts ** Represents investment of security lending collateral. * Non-income producing security The percentage shown for each investment category is the total value of that category as a percentage of the combined net assets of the Funds. Exhibit C JOHN HANCOCK V.S.T. FUNDAMENTAL GROWTH FUND NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS JUNE 30, 2001 Pro forma information is intended to provide the shareholders of the John Hancock V.S.T. Fundamental Growth Fund and the John Hancock V.A. Mid Cap Growth Fund with information about the impact of the proposed merger by indicating how the merger might have affected information had the merger been consummated as of June 30, 2000. The pro forma combined statements of assets and liabilities and results of operations as of June 30, 2001 have been prepared to reflect the merger of John Hancock V.S.T. Fundamental Growth Fund and John Hancock V.A. Mid Cap Growth Fund after giving effect to pro forma adjustments described in the notes below. (a) Acquisition by John Hancock V.S.T. Fundamental Growth Fund of all assets of John Hancock V.A. Mid Cap Growth Fund and issuance of John Hancock V.S.T. Fundamental Growth Fund shares in exchange for all of the outstanding shares of John Hancock V.A. Mid Cap Growth Fund. (b) The investment management fee was adjusted to reflect the application of the fee structure which will be in effect for John Hancock V.S.T. Fundamental Growth Fund: 0.90% for the first $250,000,000 of the Fund's net assets; 0.85% for net assets in excess of $250,000,000. (c) The actual expenses incurred by the John Hancock V.S.T. Fundamental Growth Fund and the John Hancock V.A. Mid Cap Growth Fund were reduced to reflect the estimated savings arising from the merger. (d) Represents the Adviser's voluntary agreement to limit the fund's other expenses to an annual rate of 0.10% of the Fund's average daily net assets. John Hancock V.S.T. Fundamental Growth Fund Exhibit C Pro-forma combined statement of assets and liabilities June 30, 2001 (000's omitted) John Hancock John Hancock V.S.T. V.A. Fundamental Mid Cap Growth Pro-Forma Growth Fund Fund Adjustments Combined ------------ -------------- ----------- --------- ASSETS Long term investments at cost $ 43,668 $ 6,066 $ -- $ 49,734 Net unrealized appreciation (depreciation) of investments (4,054) (136) -- (4,190) Short-term investments at value 1,186 503 -- 1,689 -------- -------- -------- -------- Total investments 40,800 6,433 -- 47,233 Cash 3 -- -- 3 Receivable for: Investments sold 657 52 -- 709 Fund shares sold -- 1 -- 1 Dividends and interest 12 1 -- 13 Other assets -- 1 -- 1 -------- -------- -------- -------- Total Assets 41,472 6,488 -- 47,960 -------- -------- -------- -------- LIABILITIES Payables for: Investments purchased 1,114 159 -- 1,273 Payable to affiliates -- 2 -- 2 Accounts payable and accrued expenses -- 12 -- 12 Other liabilities 16 -- -- 16 -------- -------- -------- -------- Total Liabilities 1,130 173 -- 1,303 -------- -------- -------- -------- Net Assets 40,342 6,315 -- 46,657 ======== ======== ======== ======== Net assets: Capital paid-in 58,489 8,932 -- 67,421 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions (14,000) (2,451) -- (16,451) Undistributed (distribution in excess of) net investment income (loss) (93) (30) -- (123) Net unrealized appreciation (depreciation) of investments, futures and translation of assets and liabilities in foreign currencies (4,054) (136) -- (4,190) -------- -------- -------- -------- 40,342 6,315 -- 46,657 ======== ======== ======== ======== Net assets: V.S.T. Fundamental Growth Fund 40,342 -- 6,315(a) 46,657 V.A. Mid Cap Growth Fund -- 6,315 (6,315)(a) -- -------- -------- -------- -------- 40,342 6,315 -- 46,657 ======== ======== ======== ======== Shares outstanding: V.S.T. Fundamental Growth Fund 4,090 -- 642(a) 4,732 V.A. Mid Cap Growth Fund -- 546 (546)(a) -- -------- -------- -------- -------- 4,090 546 96 4,732 ======== ======== ======== ======== Net assets value per share: V.S.T. Fundamental Growth Fund $ 9.86 -- -- $ 9.86 V.A. Mid Cap Growth Fund -- $ 11.56 $ (11.56)(a) -- ======== ======== ======== ======== John Hancock V.S.T. Fundamental Growth Fund Exhibit C Pro-forma combined statement of operations For the year ended June 30, 2001 (000's omitted) John Hancock John Hancock V.S.T. V.A. Fundamental Mid Cap Growth Growth Fund Fund 12 months ended 12 months ended Pro-Forma June 30, 2001 June 30, 2001 Adjustments Combined --------------- --------------- ----------- --------- INVESTMENT INCOME Interest $ 140 $ 28 $ -- $ 168 Dividends 91 17 -- 108 Securities Lending 3 1 -- 4 -------- -------- -------- -------- Total investment income 234 46 -- 280 -------- -------- -------- -------- EXPENSES Investment management fee 360 85 17(b) 462 Auditing fees 3 12 (4)(c) 11 Custodian fees 47 20 (8)(c) 59 Accounting and legal services fee -- 2 (2)(c) -- Legal fees 1 -- -- 1 Printing & mailing fees 44 4 (4)(c) 44 Trustees' fee -- 1 -- 1 Miscellaneous -- 1 -- 1 Other fees 2 -- -- 2 -------- -------- -------- -------- Total expenses 457 125 (1) 581 Less expenses reimbursed (58) (11) 1(d) (68) -------- -------- -------- -------- Net expenses 399 114 0 513 -------- -------- -------- -------- Net investment income (loss) (165) (68) (0) (233) -------- -------- -------- -------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments (9,802) (2,791) -- (12,593) Change in unrealized appreciation (depreciation) on: -- Investments (9,199) (2,198) -- (11,397) -------- -------- -------- -------- Net realized and unrealized gain (loss) (19,001) (4,989) -- (23,990) -------- -------- -------- -------- Net increase (decrease) in net assets resulting from operations $(19,166) $ (5,057) $ (0) $(24,223) ======== ======== ======== ======== Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Fundamental Growth Fund and the V.A. Mid Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------ V.S.T. Fundamental Growth Fund V.A. Mid Cap Growth Fund ------------------------------------------------------------------------------ NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000'S INTEREST SHARES OR (000'S RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------ ISSUER, DESCRIPTION Common Stock Advertising (0.19%) Lamar Advertising Co.* 850 $ 37 TMP Worldwide, Inc.* 850 51 ------- 88 ------- Bank (1.62%) M & T Bank Corp. 3,750 $ 283 Zions Bancorp 6,400 378 Northern Trust Corp. 1,500 94 ------- ------- 661 94 ------- ------- Beverages (0.08%) Coors (Adolph) Co. (Class B) 742 37 ------- 37 ------- Brokerage & Investment Management (2.16%) Investment Technology Group, Inc. 7,500 377 Legg Mason, Inc. 9,700 483 1,206 60 Lehman Brothers Holdings, Inc. 1,113 87 ------- ------- 860 147 ------- ------- Business Services (1.43%) Interpublic Group Cos., Inc. 22,800 669 ------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000'S WARRANTS OMITTED) -------------------------- ISSUER, DESCRIPTION Common Stock Advertising (0.19%) Lamar Advertising Co.* 850 $ 37 TMP Worldwide, Inc.* 850 51 ------- 88 ------- Bank (1.62%) M & T Bank Corp. 3,750 283 Zions Bancorp 6,400 378 Northern Trust Corp. 1,500 94 ------- 755 ------- Beverages (0.08%) Coors (Adolph) Co. (Class B) 742 37 ------- 37 ------- Brokerage & Investment Management (2.16%) Investment Technology Group, Inc. 7,500 377 Legg Mason, Inc. 10,906 543 Lehman Brothers Holdings, Inc. 1,113 87 ------- 1,007 ------- Business Services (1.43%) Interpublic Group Cos., Inc. 22,800 669 ------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Fundamental Growth Fund and the V.A. Mid Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------ V.S.T. Fundamental Growth Fund V.A. Mid Cap Growth Fund ------------------------------------------------------------------------------ NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000'S INTEREST SHARES OR (000'S RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------ ISSUER, DESCRIPTION Commercial Services (6.22%) Cintas Corp. 10,700 $ 495 Concord EFS, Inc. 8,100 421 Convergys Corp.* 23,500 711 Ecolab, Inc. 9,600 393 Lamar Advertising Co.* 11,100 489 The Dun & Bradstreet Corp.* 11,800 395 ------- 2,904 ------- Computer Equipment, Software, & Services (13.33%) Adobe Systems, Inc. 6,800 319 Brocade Communications Systems, Inc.* 8,600 378 2,580 $ 113 DST Systems, Inc.* 1,192 63 Electronic Arts, Inc.* 600 35 Emulex Corp.* 1,350 54 Fiserv, Inc. 10,300 659 Fiserv, Inc.* 1,015 65 i2 Technologies, Inc. 6,600 131 Informatica Corp. 9,400 163 Internet Security System, Inc. 5,555 270 Manugistics Group, Inc. 6,400 160 McData Corp. 3,900 69 Mercury Interactive Corp.* 2,070 124 Micromuse, Inc. * 12,100 339 2,200 62 Network Appliance, Inc. 13,800 189 Parametric Technology Corp.* 8,350 117 Peregrine Systems, Inc. 42,500 1,232 Retek, Inc. 11,800 566 SunGard Data Systems, Inc. 2,000 60 1,856 56 Synopsys, Inc. 3,550 172 2,250 135 VeriSign, Inc. 10,050 603 WebMethods, Inc. 4,000 85 ------- ------- 5,395 824 ------- ------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000'S WARRANTS OMITTED) -------------------------- ISSUER, DESCRIPTION Commercial Services (6.22%) Cintas Corp. 10,700 $ 495 Concord EFS, Inc. 8,100 421 Convergys Corp.* 23,500 711 Ecolab, Inc. 9,600 393 Lamar Advertising Co.* 11,100 489 The Dun & Bradstreet Corp.* 11,800 395 ------- 2,904 ------- Computer Equipment, Software, & Services (13.33%) Adobe Systems, Inc. 6,800 319 Brocade Communications Systems, Inc.* 11,180 491 DST Systems, Inc.* 1,192 63 Electronic Arts, Inc.* 600 35 Emulex Corp.* 1,350 54 Fiserv, Inc. 10,300 659 Fiserv, Inc.* 1,015 65 i2 Technologies, Inc. 6,600 131 Informatica Corp. 9,400 163 Internet Security System, Inc. 5,555 270 Manugistics Group, Inc. 6,400 160 McData Corp. 3,900 69 Mercury Interactive Corp.* 2,070 124 Micromuse, Inc. * 14,300 401 Network Appliance, Inc. 13,800 189 Parametric Technology Corp.* 8,350 117 Peregrine Systems, Inc. 42,500 1,232 Retek, Inc. 11,800 566 SunGard Data Systems, Inc. 3,856 116 Synopsys, Inc. 5,800 307 VeriSign, Inc. 10,050 603 WebMethods, Inc. 4,000 85 ------- 6,219 ------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Fundamental Growth Fund and the V.A. Mid Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------ V.S.T. Fundamental Growth Fund V.A. Mid Cap Growth Fund ------------------------------------------------------------------------------ NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000'S INTEREST SHARES OR (000'S RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------ ISSUER, DESCRIPTION Consumer Miscellaneous (2.02%) Harley-Davidson, Inc. 20,000 $ 942 ------- Cosmetic & Personal Care (1.37%) Estee Lauder Cos., Inc. - Cl. A 14,800 638 ------- Electric Power (1.80%) Calpine Corp. * 8,350 316 CMS Energy Corp. 10,700 298 Mirant Corp. * 6,600 227 ------- 841 ------- Electronic Products & Services (14.63%) Aeroflex, Inc.* 6,694 $ 70 Applera Corporation - Applied Biosystems Group 14,600 390 ASML Holdings NV* (Netherlands) 1,750 39 Atmel Corp. * 41,500 560 5,450 74 Capstone Turbine Corp.* 2,950 65 Celestica, Inc. 9,150 471 993 51 Emulex Corp. * 7,000 283 GlobeSpan, Inc. 10,250 150 Integrated Device Technology, Inc. 8,400 266 International Rectifier Corp.* 994 34 Jabil Circuit, Inc. 11,200 346 KLA-Tencor Corp. * 4,150 243 500 29 Lam Research Corp. 6,000 178 950 28 LSI Logic Corp. 14,800 278 Maxim Integrated Products, Inc. * 4,600 203 Micrel, Inc. 8,500 280 1,200 40 National Semiconductor Corp.* 2,364 69 Novellus Systems, Inc.* 1,150 65 -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000'S WARRANTS OMITTED) -------------------------- ISSUER, DESCRIPTION Consumer Miscellaneous (2.02%) Harley-Davidson, Inc. 20,000 $ 942 ------- Cosmetic & Personal Care (1.37%) Estee Lauder Cos., Inc. - Cl. A 14,800 638 ------- Electric Power (1.80%) Calpine Corp. * 8,350 316 CMS Energy Corp. 10,700 298 Mirant Corp. * 6,600 227 ------- 841 ------- Electronic Products & Services (14.63%) Aeroflex, Inc.* 6,694 70 Applera Corporation - Applied Biosystems Group 14,600 390 ASML Holdings NV* (Netherlands) 1,750 39 Atmel Corp. * 46,950 634 Capstone Turbine Corp.* 2,950 65 Celestica, Inc. 10,143 522 Emulex Corp. * 7,000 283 GlobeSpan, Inc. 10,250 150 Integrated Device Technology, Inc. 8,400 266 International Rectifier Corp.* 994 34 Jabil Circuit, Inc. 11,200 346 KLA-Tencor Corp. * 4,650 272 Lam Research Corp. 6,950 206 LSI Logic Corp. 14,800 278 Maxim Integrated Products, Inc. * 4,600 203 Micrel, Inc. 9,700 320 National Semiconductor Corp.* 2,364 69 Novellus Systems, Inc.* 1,150 65 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Fundamental Growth Fund and the V.A. Mid Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------ V.S.T. Fundamental Growth Fund V.A. Mid Cap Growth Fund ------------------------------------------------------------------------------ NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000'S INTEREST SHARES OR (000'S RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------ ISSUER, DESCRIPTION ONI Systems Corp.* 1,950 $ 55 PerkinElmer, Inc. 26,000 $ 716 1,300 40 PMC-Sierra, Inc. 14,600 454 QLogic Corp. * 13,200 851 460 30 Tektronix, Inc.* 3,057 83 Waters Corp. * 14,000 386 ------- ------- 6,055 772 ------- ------- Energy - Alternative Source (0.87%) Calpine Corp.* 1,606 61 Dynegy, Inc. - Cl.A 7,470 347 ------- ------- 347 61 ------- ------- Fiber Optics (0.09%) Finisar Corp.* 2,150 40 ------- Financial Services (1.68%) Affiliated Managers Group, Inc.* 1,346 83 Concord EFS, Inc.* 1,840 96 Providian Financial Corp. * 6,600 391 1,443 85 USA Education, Inc. 1,776 130 ------- ------- 391 394 ------- ------- Food, Beverage & Tobacco (0.90%) Sysco Corp. 15,400 418 ------- Health Care Products (15.45%) Abgenix, Inc. * 5,550 250 Allergan, Inc. 9,250 791 Andrx Corp. * 8,600 662 Diversa Corp. 4,300 87 Forest Laboratories, Inc.* 550 39 Genzyme Corp. 3,800 232 -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000'S WARRANTS OMITTED) -------------------------- ISSUER, DESCRIPTION ONI Systems Corp.* 1,950 $ 55 PerkinElmer, Inc. 27,300 756 PMC-Sierra, Inc. 14,600 454 QLogic Corp. * 13,660 881 Tektronix, Inc.* 3,057 83 Waters Corp. * 14,000 386 ------- 6,827 ------- Energy - Alternative Source (0.87%) Calpine Corp.* 1,606 61 Dynegy, Inc. - Cl.A 7,470 347 ------- 408 ------- Fiber Optics (0.09%) Finisar Corp.* 2,150 40 ------- Financial Services (1.68%) Affiliated Managers Group, Inc.* 1,346 83 Concord EFS, Inc.* 1,840 96 Providian Financial Corp. * 8,043 476 USA Education, Inc. 1,776 130 ------- 785 ------- Food, Beverage & Tobacco (0.90%) Sysco Corp. 15,400 418 ------- Health Care Products (15.45%) Abgenix, Inc. * 5,550 250 Allergan, Inc. 9,250 791 Andrx Corp. * 8,600 662 Diversa Corp. 4,300 87 Forest Laboratories, Inc.* 550 39 Genzyme Corp. 3,800 232 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Fundamental Growth Fund and the V.A. Mid Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------ V.S.T. Fundamental Growth Fund V.A. Mid Cap Growth Fund ------------------------------------------------------------------------------ NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000'S INTEREST SHARES OR (000'S RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------ ISSUER, DESCRIPTION Gilead Sciences, Inc. * 5,850 $ 340 Human Genome Sciences, Inc. 3,950 238 IDEXX Laboratories, Inc. * 7,900 247 Inhale Therapeutic Systems, Inc. * 10,300 237 Invitrogen Corp. 1,500 108 Ivax Corp. 23,025 898 King Pharmaceuticals, Inc. 8,000 430 MedImmune, Inc. * 23,000 1,086 Millennium Pharmaceuticals, Inc. * 14,700 523 Protein Design Labs, Inc. * 2,800 243 Shire Pharmaceuticals Group Place SPONSORED ADR 6,100 338 Stryker Corp. 8,350 458 ------- 7,207 ------- Health Care Services (2.21%) AmeriSource Health Corp. - Cl. A 7,600 420 Idec Pharmaceuticals Corp. 3,700 251 Quest Diagnostics, Inc. * 4,800 359 ------- 1,030 ------- Instruments - Scientific (0.07%) Millipore Corp. 533 $ 33 ------- Insurance (2.78%) Ace, Ltd. * 14,600 571 2,095 82 Ambac Financial Group, Inc. 1,148 67 Everest Re Group Ltd. (Bermuda) 1,042 78 XL Capital, Ltd. - Cl. A 6,100 501 ------- ------- 1,072 227 ------- ------- Leisure & Recreation (0.88%) Four Seasons Hotels, Inc. 3,800 210 International Game Technology 3,200 201 ------- 411 ------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000'S WARRANTS OMITTED) -------------------------- ISSUER, DESCRIPTION Gilead Sciences, Inc. * 5,850 $ 340 Human Genome Sciences, Inc. 3,950 238 IDEXX Laboratories, Inc. * 7,900 247 Inhale Therapeutic Systems, Inc. * 10,300 237 Invitrogen Corp. 1,500 108 Ivax Corp. 23,025 898 King Pharmaceuticals, Inc. 8,000 430 MedImmune, Inc. * 23,000 1,086 Millennium Pharmaceuticals, Inc. * 14,700 523 Protein Design Labs, Inc. * 2,800 243 Shire Pharmaceuticals Group Place SPONSORED ADR 6,100 338 Stryker Corp. 8,350 458 ------- 7,207 ------- Health Care Services (2.21%) AmeriSource Health Corp. - Cl. A 7,600 420 Idec Pharmaceuticals Corp. 3,700 251 Quest Diagnostics, Inc. * 4,800 359 ------- 1,030 ------- Instruments - Scientific (0.07%) Millipore Corp. 533 33 ------- Insurance (2.78%) Ace, Ltd. * 16,695 653 Ambac Financial Group, Inc. 1,148 67 Everest Re Group Ltd. (Bermuda) 1,042 78 XL Capital, Ltd. - Cl. A 6,100 501 ------- 1,299 ------- Leisure & Recreation (0.88%) Four Seasons Hotels, Inc. 3,800 210 International Game Technology 3,200 201 ------- 411 ------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Fundamental Growth Fund and the V.A. Mid Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------ V.S.T. Fundamental Growth Fund V.A. Mid Cap Growth Fund ------------------------------------------------------------------------------ NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000'S INTEREST SHARES OR (000'S RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------ ISSUER, DESCRIPTION Media - TV / Radio (2.97%) BEA Systems, Inc. 11,200 $ 344 Charter Communications, Inc. (Class A)* 4,650 $ 108 Clear Channel Communications, Inc.* 882 55 Emmis Communications Corp. (Class A)* 2,150 66 Hispanic Broadcasting Corp.* 1,771 51 Radio One, Inc. * 3,100 71 Radio One, Inc. - Cl. D 4,600 101 Time Warner Telecom, Inc. - Cl. A 6,340 213 Univision Communications, Inc. - Cl. A* 5,700 244 1,516 65 USA Networks, Inc.* 2,350 66 ------- ------- 973 411 ------- ------- Medical (2.93%) Alkermes, Inc.* 1,730 61 Allergan, Inc. 870 74 AmeriSource Health Corp. (Class A)* 1,387 77 Apogent Technologies, Inc.* 1,686 41 Express Scripts, Inc.* 1,200 66 Forest Laboratories, Inc.* 1,036 74 Genzyme Corp.* 900 55 Human Genome Sciences, Inc.* 1,070 64 ICOS Corp.* 850 54 IDEC Pharmaceuticals Corp.* 1,250 85 Inhale Therapeutic Systems, Inc.* 3,150 72 Invitrogen Corp.* 800 45 MedImmune, Inc.* 1,490 70 Oxford Health Plans, Inc.* 2,328 67 Shire Pharmaceuticals Group Plc, American Depositary Receipts (ADR)* (United Kingdom) 2,502 139 Teva Pharmaceutical Industries Ltd. (ADR) (Israel) 1,301 81 Trigon Healthcare, Inc.* 603 39 Universal Health Services, Inc. (Class B)* 1,417 64 Varian Medical Systems, Inc.* 979 70 Wellpoint Health Networks, Inc.* 751 71 ------- 1,369 ------- --------------------------- Combined --------------------------- NUMBER OF MARKET VALUE SHARES OR (000'S WARRANTS OMITTED) --------------------------- ISSUER, DESCRIPTION Media - TV / Radio (2.97%) BEA Systems, Inc. 11,200 $ 344 Charter Communications, Inc. (Class A)* 4,650 108 Clear Channel Communications, Inc.* 882 55 Emmis Communications Corp. (Class A)* 2,150 66 Hispanic Broadcasting Corp.* 1,771 51 Radio One, Inc. * 3,100 71 Radio One, Inc. - Cl. D 4,600 101 Time Warner Telecom, Inc. - Cl. A 6,340 213 Univision Communications, Inc. - Cl. A* 7,216 309 USA Networks, Inc.* 2,350 66 ------- 1,384 ------- Medical (2.93%) Alkermes, Inc.* 1,730 61 Allergan, Inc. 870 74 AmeriSource Health Corp. (Class A)* 1,387 77 Apogent Technologies, Inc.* 1,686 41 Express Scripts, Inc.* 1,200 66 Forest Laboratories, Inc.* 1,036 74 Genzyme Corp.* 900 55 Human Genome Sciences, Inc.* 1,070 64 ICOS Corp.* 850 54 IDEC Pharmaceuticals Corp.* 1,250 85 Inhale Therapeutic Systems, Inc.* 3,150 72 Invitrogen Corp.* 800 45 MedImmune, Inc.* 1,490 70 Oxford Health Plans, Inc.* 2,328 67 Shire Pharmaceuticals Group Plc, American Depositary Receipts (ADR)* (United Kingdom) 2,502 139 Teva Pharmaceutical Industries Ltd. (ADR) (Israel) 1,301 81 Trigon Healthcare, Inc.* 603 39 Universal Health Services, Inc. (Class B)* 1,417 64 Varian Medical Systems, Inc.* 979 70 Wellpoint Health Networks, Inc.* 751 71 ------- 1,369 ------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Fundamental Growth Fund and the V.A. Mid Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------ V.S.T. Fundamental Growth Fund V.A. Mid Cap Growth Fund ------------------------------------------------------------------------------ NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000'S INTEREST SHARES OR (000'S RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------ ISSUER, DESCRIPTION Oil & Natural Gas Exploration & Production (4.08%) Baker Hughes, Inc. 1,377 $ 46 Devon Energy Corp. 5,400 $ 284 Global Marine, Inc. * 21,600 402 Murphy Oil Corp. 3,750 276 Santa Fe International Corp. 2,487 72 Transocean Sedco Forex, Inc. 16,900 697 1,391 57 Weatherford International, Inc.* 1,452 70 ------- ------- 1,659 245 ------- ------- Oil - Equipment & Service (1.92%) Cooper Cameron Corp. * 4,900 273 1,164 65 Smith International, Inc. 9,300 557 ------- ------- 830 65 ------- ------- Personal & Commercial Lending (1.80%) AmeriCredit Corp. 3,900 202 Capital One Financial Corp. 8,100 486 Metris Cos., Inc. 4,500 152 ------- 840 ------- Real Estate Investment Trust (0.68%) Boston Properties, Inc. 7,700 315 ------- Real Estate Operations (0.53%) HomeStore.com, Inc. 7,000 245 ------- Retail - Department Stores (3.72%) Bed Bath & Beyond, Inc.* 2,200 66 BJ's Wholesale Club, Inc.* 1,693 90 Family Dollar Stores, Inc. 21,400 549 RadioShack Corp. 12,300 375 Talbots, Inc. 4,300 188 1,814 80 -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000'S WARRANTS OMITTED) -------------------------- ISSUER, DESCRIPTIONOil & Natural Gas Exploration & Production (4.08%) Baker Hughes, Inc. 1,377 $ 46 Devon Energy Corp. 5,400 284 Global Marine, Inc. * 21,600 402 Murphy Oil Corp. 3,750 276 Santa Fe International Corp. 2,487 72 Transocean Sedco Forex, Inc. 18,291 754 Weatherford International, Inc.* 1,452 70 ------- 1,904 ------- Oil - Equipment & Service (1.92%) Cooper Cameron Corp. * 6,064 338 Smith International, Inc. 9,300 557 ------- 895 ------- Personal & Commercial Lending (1.80%) AmeriCredit Corp. 3,900 202 Capital One Financial Corp. 8,100 486 Metris Cos., Inc. 4,500 152 ------- 840 ------- Real Estate Investment Trust (0.68%) Boston Properties, Inc. 7,700 315 ------- Real Estate Operations (0.53%) HomeStore.com, Inc. 7,000 245 ------- Retail - Department Stores (3.72%) Bed Bath & Beyond, Inc.* 2,200 66 BJ's Wholesale Club, Inc.* 1,693 90 Family Dollar Stores, Inc. 21,400 549 RadioShack Corp. 12,300 375 Talbots, Inc. 6,114 268 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Fundamental Growth Fund and the V.A. Mid Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------ V.S.T. Fundamental Growth Fund V.A. Mid Cap Growth Fund ------------------------------------------------------------------------------ NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000'S INTEREST SHARES OR (000'S RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------ ISSUER, DESCRIPTION Tiffany & Co. 9,167 $ 332 TJX Cos., Inc. 1,820 $ 58 ------- ------- 1,444 294 ------- ------- Retail - Food (2.82%) Darden Restaurants, Inc. 14,650 409 Starbucks Corp. * 39,500 908 ------- 1,317 ------- Telecommunication Equipment & Services (5.23%) Comverse Technology, Inc. * 3,950 226 1,570 90 Linear Technology Corp. 2,900 128 Sonus Networks, Inc. * 13,000 304 Symbol Technologies, Inc. 35,550 789 Amdocs Ltd.* 2,026 109 American Tower Corp. (Class A)* 3,243 67 Crown Castle International Corp. 19,000 312 2,975 49 Dobson Communications Corp. (Class A)* 7,230 123 Global Crossing Ltd.* (Bermuda) 5,493 47 Nextel Communications, Inc. (Class A)* 1,250 22 Scientific-Atlanta, Inc. 1,959 80 Sonus Networks, Inc.* 1,150 27 Western Wireless Corp. (Class A)* 1,590 68 ------- ------- 1,759 682 ------- ------- Telephone (0.84%) Telephone and Data Systems, Inc. 3,600 391 ------- Textile (0.14%) Jones Apparel Group, Inc.* 1,462 63 ------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000'S WARRANTS OMITTED) -------------------------- ISSUER, DESCRIPTION Tiffany & Co. 9,167 $ 332 TJX Cos., Inc. 1,820 58 ------- 1,738 ------- Retail - Food (2.82%) Darden Restaurants, Inc. 14,650 409 Starbucks Corp. * 39,500 908 ------- 1,317 ------- Telecommunication Equipment & Services (5.23%) Comverse Technology, Inc. * 5,520 316 Linear Technology Corp. 2,900 128 Sonus Networks, Inc. * 13,000 304 Symbol Technologies, Inc. 35,550 789 Amdocs Ltd.* 2,026 109 American Tower Corp. (Class A)* 3,243 67 Crown Castle International Corp. 21,975 361 Dobson Communications Corp. (Class A)* 7,230 123 Global Crossing Ltd.* (Bermuda) 5,493 47 Nextel Communications, Inc. (Class A)* 1,250 22 Scientific-Atlanta, Inc. 1,959 80 Sonus Networks, Inc.* 1,150 27 Western Wireless Corp. (Class A)* 1,590 68 ------- 2,441 ------- Telephone (0.84%) Telephone and Data Systems, Inc. 3,600 391 ------- Textile (0.14%) Jones Apparel Group, Inc.* 1,462 63 ------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Fundamental Growth Fund and the V.A. Mid Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------ V.S.T. Fundamental Growth Fund V.A. Mid Cap Growth Fund ------------------------------------------------------------------------------ NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000'S INTEREST SHARES OR (000'S RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------ ISSUER, DESCRIPTION Utilities (0.18%) Orion Power Holdings, Inc.* 3,581 84 ------- TOTAL COMMON STOCK (97.62%) ------- ------- (Cost $49,734 and $6,065,678) 39,614 5,930 ------- ------- -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000'S WARRANTS OMITTED) -------------------------- ISSUER, DESCRIPTION Utilities (0.18%) Orion Power Holdings, Inc.* 3,581 84 ------- TOTAL COMMON STOCK (97.62%) ------- (Cost $49,734 and $6,065,678) 45,544 ------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Fundamental Growth Fund and the V.A. Mid Cap Growth Fund, combined on June 30, 2001. ------------------------------------------------------------------------------ V.S.T. Fundamental Growth Fund V.A. Mid Cap Growth Fund ------------------------------------------------------------------------------ NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000'S INTEREST SHARES OR (000'S RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) ------------------------------------------------------------------------------ ISSUER, DESCRIPTION PAR VALUE PAR VALUE (000'S (000'S OMITTED) OMITTED) --------- --------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (1.08%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 10.625% due 8-15-15 and 6.250% due 08-15-23, U.S. Treasury Note 5.625% due 11-30-02) 3.970% $ 503 $ 503 Rights/Warrants (2.54%) JOHN HANCOCK JOINT ACCOUNT 3.97% due 07/02/01 3.970% 1,186 1,186 ------- ------- TOTAL SHORT-TERM INVESTMENTS (3.62%) 1,186 503 ------- ------- TOTAL INVESTMENTS (101.24%) 40,800 6,433 ------- ------- Payables, less cash and receivables (1.24%) (458) (118) ------- ------- NET ASSETS (100.00%) $40,342 $ 6,315 ======= ======= -------------------------- Combined -------------------------- NUMBER OF MARKET VALUE SHARES OR (000'S WARRANTS OMITTED) -------------------------- ISSUER, DESCRIPTION PAR VALUE (000'S OMITTED) --------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement (1.08%) Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 10.625% due 8-15-15 and 6.250% due 08-15-23, U.S. Treasury Note 5.625% due 11-30-02) $ 503 $ 503 Rights/Warrants (2.54%) JOHN HANCOCK JOINT ACCOUNT 3.97% due 07/02/01 1,186 1,186 ------- TOTAL SHORT-TERM INVESTMENTS (3.62%) 1,689 ------- TOTAL INVESTMENTS (101.24%) 47,233 ------- Payables, less cash and receivables (1.24%) (576) ------- NET ASSETS (100.00%) $46,657 ======= NOTES TO THE SCHEDULE OF INVESTMENTS ADR-American Depository Receipts. * Non-income producing security. The percentage shown for each investment category is the total value of that category as a percentage of the combined net assets of the Funds. Exhibit C JOHN HANCOCK V.S.T. SMALL CAP GROWTH FUND NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS JUNE 30, 2001 Pro forma information is intended to provide the shareholders of the John Hancock V.S.T. Small Cap Growth Fund and the John Hancock V.A. Small Cap Growth Fund with information about the impact of the proposed merger by indicating how the merger might have affected information had the merger been consummated as of June 30, 2000. The pro forma combined statements of assets and liabilities and results of operations as of June 30, 2001 have been prepared to reflect the merger of John Hancock V.S.T. Small Cap Growth Fund and John Hancock V.A. Small Cap Growth Fund after giving effect to pro forma adjustments described in the notes below. (a) Acquisition by John Hancock V.S.T. Small Cap Growth Fund of all assets of John Hancock V.A. Small Cap Growth Fund and issuance of John Hancock V.S.T. Small Cap Growth Fund shares in exchange for all of the outstanding shares of John Hancock V.A. Small Cap Growth Fund. (b) The deferred organization expense of John Hancock V.A. Small Cap Growth Fund was written off as the Fund would no longer be in existence. (c) The investment management fee was adjusted to reflect the application of the fee structure which will be in effect for John Hancock V.S.T. Small Cap Growth Fund: 1.05% of the Fund's average daily net assets. (d) The actual expenses incurred by the John Hancock V.S.T. Small Cap Growth Fund and the John Hancock V.A. Small Cap Growth Fund were reduced to reflect the estimated savings arising from the merger. (e) Represents the Adviser's voluntary agreement to limit the funds' other expenses to an annual rate of 0.10% of the funds' average daily net assets. John Hancock V.S.T. Small Cap Growth Fund Exhibit C Pro-forma combined statement of assets and liabilities June 30, 2001 (000's omitted) John Hancock John Hancock V.S.T. Small Cap V.A. Small Cap Pro-Forma Growth Fund Growth Fund Adjustments Combined ---------------- -------------- ----------- -------- ASSETS Long term investments at cost $193,543 $ 11,381 $ -- $204,924 Net unrealized appreciation (depreciation) of investments 1,583 1,812 -- 3,395 Short-term investments at value 22,608 111 -- 22,719 -------- -------- -------- -------- Total investments 217,734 13,304 -- 231,038 Receivable for: Investments sold 1,582 157 -- 1,739 Fund shares sold -- 28 -- 28 Dividends and interest 10 1 -- 11 Other Assets -- 1 -- 1 -------- -------- -------- -------- Total assets 219,326 13,491 -- 232,817 -------- -------- -------- -------- LIABILITIES Payables for: Due to custodian 300 -- -- 300 Investments purchased 1,596 141 -- 1,737 Securities on loan 15,318 -- -- 15,318 Fund shares purchased -- 8 -- 8 Payable to John Hancock Advisers, Inc. and affiliates -- 8 -- 8 Other liabilities 59 21 -- 80 -------- -------- -------- -------- Total liabilities 17,273 178 -- 17,451 -------- -------- -------- -------- Net assets 202,053 13,313 -- 215,366 ======== ======== ======== ======== Net assets: Capital paid-in 243,011 15,585 -- 258,596 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions (42,095) (4,034) -- (46,129) Undistributed (distributions in excess of) net investment income (loss) (446) (51) -- (497) Net unrealized appreciation (depreciation) of investments, futures and translation of assets and liabilities in foreign currencies 1,583 1,813 -- 3,396 -------- -------- -------- -------- 202,053 13,313 -- 215,366 ======== ======== ======== ======== Net assets: V.S.T. Small Cap Growth Fund 202,053 -- 13,313(a) 215,366 V.A. Small Cap Growth Fund -- 13,313 (13,313)(a) -- -------- -------- -------- -------- 202,053 13,313 -- 215,366 ======== ======== ======== ======== Shares outstanding: V.S.T. Small Cap Growth Fund 16,291 -- 1,073(a) 17,364 V.A. Small Cap Growth Fund -- 1,006 (1,006)(a) -- -------- -------- -------- -------- 16,291 1,006 67 17,364 ======== ======== ======== ======== Net asset value per share: V.S.T. Small Cap Growth Fund $ 12.40 -- -- $ 12.40 V.A. Small Cap Growth Fund -- $ 13.24 $ (13.24)(a) -- ======== ======== ======== ======== John Hancock V.S.T. Small Cap Growth Fund Exhibit C Pro-forma combined statement of operations For the year ended June 30, 2001 (000's omitted) John Hancock John Hancock V.S.T. Small Cap V.A. Small Cap Growth Fund Growth Fund 12 months ended 12 months ended Pro-Forma June 30, 2001 June 30, 2001 Adjustments Combined ---------------- --------------- ----------- -------- INVESTMENT INCOME Interest $ 287 $ 20 $ -- $ 307 Dividends 180 15 -- 195 Securities Lending 414 30 -- 444 --------- --------- --------- --------- Total investment income 881 65 -- 946 --------- --------- --------- --------- EXPENSES Investment management fee 2,497 159 63(c) 2,719 Auditing fees 22 15 (9)(d) 28 Custodian fees 100 51 (43)(d) 108 Accounting and legal services fee -- 4 -- 4 Legal fees 5 -- --(d) 5 Printing & mailing fees 75 2 (2)(d) 75 Organization expense -- 2 (2)(b) -- Trustees' fee 5 1 -- 6 Miscellaneous -- 1 -- 1 Interest expense -- 2 -- 2 Other fees 5 -- -- 5 --------- --------- --------- --------- Total expenses 2,709 237 7 2,953 Less expenses reimbursed -- (26) 26(e) -- --------- --------- --------- --------- Net expenses 2,709 211 33 2,953 --------- --------- --------- --------- Net investment loss (1,828) (146) (33) (2,007) REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments (53,603) (2,804) -- (56,407) Finacial futures contracts -- -- -- -- Foreign currency transactions -- -- -- -- Change in net unrealized appreciation (depreciation) on: Investments (43,609) (6,161) -- (49,770) Futures -- -- -- -- Translation of assets and liabilities in foreign currencies -- -- -- -- --------- --------- --------- --------- Net realized and unrealized gain (loss) (97,212) (8,965) -- (106,177) --------- --------- --------- --------- Net increase (decrease) in net assets resulting from operations $ (99,040) $ (9,111) $ (33) $(108,184) ========= ========= ========= ========= Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Small Cap Growth Fund and the V.A. Small Cap Growth Fund combined on June 30, 2001. --------------------------------------------------------------------------------------------- V.S.T. Small Cap Growth Fund V.A. Small Cap Growth Fund Combined --------------------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) WARRANTS OMITTED) --------------------------------------------------------------------------------------------- ISSUER DESCRIPTION COMMON STOCK Apparel - (0.51%) Skechers USA, Inc.* 35,100 $ 1,026 2,350 $ 69 37,450 $ 1,095 -------- -------- -------- Auto & Truck Parts - (0.39%) O'Reilly Automotive, Inc.* 27,200 781 1,800 52 29,000 833 -------- -------- -------- Bank - (2.41%) Greater Bay Bancorp 53,400 1,334 3,450 86 56,850 1,420 Southwest Bancorporation of Texas, Inc.* 51,500 1,556 3,000 91 54,500 1,647 Sterling Bancshares, Inc. 105,400 2,021 5,850 112 111,250 2,133 -------- -------- -------- 4,911 289 5,200 -------- -------- -------- Brokerage & Investment Management - (1.13%) Affiliated Managers Group, Inc.* 36,900 2,269 2,500 154 39,400 2,423 -------- -------- -------- Business Services - (4.95%) Corporate Executive Board Co.* 67,100 2,818 4,450 187 71,550 3,005 Education Management Corp.* 63,100 2,527 4,200 168 67,300 2,695 EFunds Corp. COM* 47,400 882 3,150 59 50,550 941 Expedia, Inc. - Cl. A* 14,900 694 1,000 47 15,900 741 Forrester Research, Inc.* 41,700 942 2,800 63 44,500 1,005 Management Network Group, Inc.* 121,350 740 121,350 740 On Assignment, Inc.* 80,000 1,440 5,000 90 85,000 1,530 -------- -------- -------- 10,043 614 10,657 -------- -------- -------- Commercial Services - (3.40%) Corinthian Colleges, Inc.* 42,700 2,010 2,750 130 45,450 2,140 Plexus Corp.* 26,000 858 2,000 66 28,000 924 Profit Recovery Group International, Inc.* 41,500 476 2,800 32 44,300 508 Quanta Services, Inc.* 23,749 523 2,879 63 26,628 586 Veritas DGC, Inc.* 41,100 1,141 1,300 36 42,400 1,177 Waste Connections, Inc.* 51,950 1,870 3,500 126 55,450 1,996 -------- -------- -------- 6,878 453 7,331 -------- -------- -------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Small Cap Growth Fund and the V.A. Small Cap Growth Fund combined on June 30, 2001. --------------------------------------------------------------------------------------------- V.S.T. Small Cap Growth Fund V.A. Small Cap Growth Fund Combined --------------------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) WARRANTS OMITTED) --------------------------------------------------------------------------------------------- ISSUER DESCRIPTION Computer Equipment - (2.01%) Cerner Corp.* 32,700 $ 1,374 2,800 $ 118 35,500 $ 1,492 M-Systems Flash Disk Pioneers, Ltd.* 128,500 912 8,700 62 137,200 974 PRI Automation, Inc.* 95,700 1,773 5,400 100 101,100 1,873 -------- -------- -------- 4,059 280 4,339 -------- -------- -------- Computer Software & Services - (4.68%) Advent Software, Inc.* 20,900 1,327 1,850 117 22,750 1,444 Avocent Corp.* 37,746 859 2,500 57 40,246 916 Data Return Corp.* 88,400 155 5,900 10 94,300 165 Embarcadero Technologies, Inc.* 54,900 1,225 3,100 69 58,000 1,294 Intranet Solutions, Inc.* 36,200 1,377 2,400 91 38,600 1,468 Macromedia, Inc.* 55,700 1,003 3,750 68 59,450 1,071 National Instruments Corp. 2,250 73 2,250 73 Secure Computing Corp.* 119,500 1,877 6,900 108 126,400 1,985 Skillsoft Corp.* 35,900 1,229 1,950 67 37,850 1,296 TeleCommunication Systems, Inc.* 110,200 331 10,800 33 121,000 364 -------- -------- -------- 9,383 693 10,076 -------- -------- -------- Construction - (0.69%) Ryland Group, Inc. 27,800 1,407 1,600 81 29,400 1,488 -------- -------- -------- Consumer Miscellaneous - (4.04%) DigitalThink, Inc.* 70,600 495 495 GoTo.com, Inc.* 67,100 1,305 4,550 88 71,650 1,393 NetRatings, Inc.* 101,400 1,460 6,500 94 107,900 1,554 ScanSource, Inc.* 36,900 1,750 1,950 92 38,850 1,842 Strayer Education, Inc. 26,300 1,282 1,500 73 27,800 1,355 University of Phoenix Online* 45,500 1,934 3,050 130 48,550 2,064 -------- -------- -------- 8,226 477 8,703 -------- -------- -------- Diversified Operations - (0.60%) CoorsTek, Inc.* 31,900 1,196 2,300 86 34,200 1,282 -------- -------- -------- Electric Power - (1.59%) Beacon Power Corp. COM* 129,350 893 8,600 59 137,950 952 Wilson Greatbatch Technologies, Inc.* 79,800 2,314 5,350 155 85,150 2,469 -------- -------- -------- 3,207 214 3,421 -------- -------- -------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Small Cap Growth Fund and the V.A. Small Cap Growth Fund combined on June 30, 2001. --------------------------------------------------------------------------------------------- V.S.T. Small Cap Growth Fund V.A. Small Cap Growth Fund Combined --------------------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) WARRANTS OMITTED) --------------------------------------------------------------------------------------------- ISSUER DESCRIPTION Electrical Equipment - (0.74%) LTX Corp.* 57,700 $ 1,475 4,300 $ 110 62,000 $ 1,585 -------- -------- -------- Electronic Products & Services - (12.83%) Aeroflex, Inc.* 109,000 1,144 7,000 73 116,000 1,217 Alpha Industries, Inc.* 45,600 1,347 2,900 86 48,500 1,433 Atmi, Inc.* 59,600 1,788 3,550 107 63,150 1,895 Brooks Automation, Inc.* 29,100 1,342 2,050 94 31,150 1,436 Credence Systems Corp.* 51,200 1,241 3,750 91 54,950 1,332 Cree, Inc.* 34,000 889 2,600 68 36,600 957 Cytyc Corp.* 38,000 876 5,150 119 43,150 995 DDI Corp.* 74,200 1,484 5,000 100 79,200 1,584 DuPont Photomasks, Inc.* 30,700 1,481 2,000 96 32,700 1,577 Elantec Semiconductor, Inc.* 32,400 1,095 2,650 90 35,050 1,185 Electro Scientific Industries, Inc.* 42,700 1,627 2,650 101 45,350 1,728 FEI Company* 4,800 197 350 14 5,150 211 FMC Technologies, Inc. COM* 1,800 37 100 2 1,900 39 Hanover Compressor Co.* 3,559 118 3,559 118 Microsemi Corp.* 38,700 2,748 2,650 188 41,350 2,936 Nanometrics, Inc.* 38,000 1,045 2,650 73 40,650 1,118 Pixelworks, Inc.* 48,350 1,728 2,600 93 50,950 1,821 PLX Technology, Inc.* 127,200 1,080 8,500 72 135,700 1,152 Rudolph Technologies, Inc.* 45,000 2,115 3,050 143 48,050 2,258 Semtech Corp.* 51,200 1,536 4,450 134 55,650 1,670 Silicon Storage Technology, Inc.* 88,400 895 7,150 72 95,550 967 -------- -------- -------- 25,695 1,934 27,629 -------- -------- -------- Energy - Alternative Source - (0.25%) Evergreen Solar, Inc. COM* 52,300 502 3,500 34 55,800 536 -------- -------- -------- Financial Services - (0.55%) Actrade Financial Technologies, Ltd.* 20,455 484 1,366 32 21,821 516 Medallion Financial Corp. 66,100 677 66,100 677 -------- -------- -------- 1,161 32 1,193 -------- -------- -------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Small Cap Growth Fund and the V.A. Small Cap Growth Fund combined on June 30, 2001. --------------------------------------------------------------------------------------------- V.S.T. Small Cap Growth Fund V.A. Small Cap Growth Fund Combined --------------------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) WARRANTS OMITTED) --------------------------------------------------------------------------------------------- ISSUER DESCRIPTION Food, Beverage & Tobacco - (2.49%) American Italian Pasta Co.* 38,800 $ 1,800 2,450 $ 114 41,250 $ 1,914 Dean Foods Co. 25,000 1,005 1,650 66 26,650 1,071 Performance Food Group Co.* 73,800 2,231 4,700 142 78,500 2,373 -------- -------- -------- 5,036 322 5,358 -------- -------- -------- Health Care Products - (6.56%) Alkermes, Inc.* 41,200 1,446 3,350 118 44,550 1,564 Charles River Laboratories* 3,387 118 1,650 57 5,037 175 Cima Labs Inc. COM* 15,400 1,209 1,000 78 16,400 1,287 COR Therapeutics, Inc.* 2,300 70 2,300 70 Exelixis, Inc.* 34,400 653 2,300 44 36,700 697 Inhale Therapeutic Systems, Inc.* 64,400 1,481 4,300 99 68,700 1,580 Inspire Pharmaceuticals, Inc.* 20,500 287 1,400 20 21,900 307 Mid Atlantic Medical Services, Inc.* 62,600 1,122 4,300 77 66,900 1,199 Noven Pharmaceuticals, Inc.* 37,300 1,462 2,050 80 39,350 1,542 Pharmaceutical Product Development, Inc.* 800 24 800 24 Regeneron Pharmaceuticals* 25,400 880 1,850 64 27,250 944 Renal Care Group, Inc.* 79,700 2,621 4,850 160 84,550 2,781 Salix Pharmaceuticals, Ltd.* 19,800 488 1,300 32 21,100 520 Unilab Corp.* 2,300 58 150 4 2,450 62 Urologix, Inc.* 71,100 1,302 4,350 80 75,450 1,382 -------- -------- -------- 13,127 1,007 14,134 -------- -------- -------- Health Care Services - (8.15%) Accredo Health, Inc.* 64,100 2,384 4,550 169 68,650 2,553 AmeriSource Health Corp. - Cl. A* 25,900 1,432 2,000 111 27,900 1,543 Apria Healthcare Group, Inc.* 32,400 935 2,150 62 34,550 997 Covance, Inc.* 75,800 1,717 5,350 121 81,150 1,838 DaVita, Inc.* 89,021 1,810 6,400 130 95,421 1,940 Gene Logic, Inc.* 18,100 395 1,200 26 19,300 421 LifePoint Hospitals, Inc.* 48,900 2,165 3,400 151 52,300 2,316 Lincare Holdings, Inc.* 36,800 1,104 4,700 141 41,500 1,245 Rightchoice Manage Care, Inc.* 35,000 1,554 1,200 53 36,200 1,607 Ventiv Health, Inc.* 67,400 1,391 3,350 69 70,750 1,460 Visible Genetics, Inc.* 61,200 1,521 4,150 103 65,350 1,624 -------- -------- -------- 16,408 1,136 17,544 -------- -------- -------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Small Cap Growth Fund and the V.A. Small Cap Growth Fund combined on June 30, 2001. --------------------------------------------------------------------------------------------- V.S.T. Small Cap Growth Fund V.A. Small Cap Growth Fund Combined --------------------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) WARRANTS OMITTED) --------------------------------------------------------------------------------------------- ISSUER DESCRIPTION Household Appliances / Furnishings - (0.50%) Ethan Allen Interiors, Inc. 31,300 $ 1,017 1,950 $ 63 33,250 $ 1,080 -------- -------- -------- Insurance - (3.28%) Fidelity National Financial, Inc. 57,600 1,415 4,350 107 61,950 1,522 HCC Insurance Holdings, Inc. 61,900 1,517 4,250 104 66,150 1,621 Philadelphia Consolidated Holding Corp.* 25,900 901 1,750 61 27,650 962 Renaissancere Holdings, Ltd. 19,000 1,408 1,550 115 20,550 1,523 Stancorp Financial Group, Inc. 28,300 1,341 1,850 87 30,150 1,428 -------- -------- -------- 6,582 474 7,056 -------- -------- -------- Machinery - (0.63%) Global Power Equipment Group, Inc. COM* 20,077 588 1,350 40 21,427 628 SureBeam Corporation - /CL. A* 40,300 690 2,700 46 43,000 736 -------- -------- -------- 1,278 86 1,364 -------- -------- -------- Media - Publishing - (0.82%) Scholastic Corp.* 35,000 1,575 2,700 121 37,700 1,696 Westwood One, Inc.* 2,050 76 2,050 76 -------- -------- -------- 1,575 197 1,772 -------- -------- -------- Media - TV / Radio - (5.17%) Entercom Communications Corp.* 32,500 1,742 2,450 131 34,950 1,873 Getty Images, Inc.* 57,200 1,502 3,800 100 61,000 1,602 Insight Communications Company, Inc.* 40,200 1,005 2,700 68 42,900 1,073 Pegasus Communications Corp.* 40,900 920 3,200 72 44,100 992 Radio One, Inc.* 42,500 978 3,150 72 45,650 1,050 Radio One, Inc. - Cl. D* 61,200 1,349 5,150 114 66,350 1,463 Regent Communications, Inc.* 190,600 2,285 14,000 168 204,600 2,453 Sinclair Broadcast Group, Inc. 62,000 639 62,000 639 -------- -------- -------- 10,420 725 11,145 -------- -------- -------- Oil & Natural Gas Exploration & Production - (5.37%) Encore Acquisition Co.* 17,000 196 17,000 196 Evergreen Resources, Inc.* 28,000 1,064 1,500 57 29,500 1,121 Fuelcell Energy, Inc.* 27,800 642 1,800 42 29,600 684 Newfield Exploration Co.* 41,400 1,327 2,750 88 44,150 1,415 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Small Cap Growth Fund and the V.A. Small Cap Growth Fund combined on June 30, 2001. --------------------------------------------------------------------------------------------- V.S.T. Small Cap Growth Fund V.A. Small Cap Growth Fund Combined --------------------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) WARRANTS OMITTED) --------------------------------------------------------------------------------------------- ISSUER DESCRIPTION NPS Pharmaceuticals, Inc.* 59,300 $ 2,384 3,750 $ 151 63,050 $ 2,535 Patterson Uti Energy, Inc.* 55,500 992 4,000 71 59,500 1,063 Pride International, Inc.* 56,300 1,070 4,500 85 60,800 1,155 Spinnaker Exploration Co.* 40,900 1,630 2,700 108 43,600 1,738 Stone Energy Corp.* 35,200 1,559 2,350 104 37,550 1,663 -------- -------- -------- 10,864 706 11,570 -------- -------- -------- Oil - Equipment & Service - (4.71%) Dril Quip, Inc.* 61,300 1,320 2,750 59 64,050 1,379 Horizon Offshore, Inc.* 65,200 880 4,450 60 69,650 940 Hydril Co.* 73,000 1,662 4,900 112 77,900 1,774 Lone Star Technologies, Inc.* 38,100 1,379 2,700 98 40,800 1,477 Marine Drilling Companies, Inc.* 53,700 1,026 4,000 76 57,700 1,102 Natco Group, Inc. - Cl. A* 65,500 577 1,800 16 67,300 593 Oceaneering International, Inc.* 51,800 1,075 3,700 77 55,500 1,152 Torch Offshore, Inc.* 12,600 125 850 8 13,450 133 Universal Compression Holdings* 52,100 1,480 3,700 105 55,800 1,585 -------- -------- -------- 9,524 611 10,135 -------- -------- -------- Personal & Commercial Lending - (0.63%) Metris Cos., Inc. 37,400 1,261 2,775 94 40,175 1,355 -------- -------- -------- Real Estate Investment Trust - (0.47%) Extended Stay America, Inc.* 64,300 964 3,450 52 67,750 1,016 -------- -------- -------- Retail - (0.08%) Galyans Trading, Inc.* 8,400 171 550 11 8,950 182 -------- -------- -------- Retail - Department Stores - (5.35%) 99 Cents Only Stores* 62,698 1,878 4,435 133 67,133 2,011 Bebe Stores, Inc.* 39,200 1,143 1,050 31 40,250 1,174 Cost Plus, Inc.* 59,050 1,771 3,250 97 62,300 1,868 Hot Topic, Inc.* 45,700 1,421 3,100 96 48,800 1,517 Rare Hospitality International, Inc.* 48,000 1,085 3,175 72 51,175 1,157 Too, Inc.* 44,000 1,206 3,000 82 47,000 1,288 Tweeter Home Entertainment Group, Inc.* 67,100 2,369 4,100 145 71,200 2,514 -------- -------- -------- 10,873 656 11,529 -------- -------- -------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Small Cap Growth Fund and the V.A. Small Cap Growth Fund combined on June 30, 2001. --------------------------------------------------------------------------------------------- V.S.T. Small Cap Growth Fund V.A. Small Cap Growth Fund Combined --------------------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) WARRANTS OMITTED) --------------------------------------------------------------------------------------------- ISSUER DESCRIPTION Retail - Drug Stores - (0.81%) AnnTaylor Stores Corp. 8,200 $ 294 8,200 $ 294 Duane Reade, Inc.* 43,400 1,410 1,100 $ 36 44,500 1,446 -------- -------- -------- 1,704 36 1,740 -------- -------- -------- Retail - Food - (4.57%) Applebee's International, Inc. 51,000 1,632 750 24 51,750 1,656 Buca, Inc.* 59,700 1,299 4,000 87 63,700 1,386 California Pizza Kitchen, Inc.* 47,500 1,104 3,400 79 50,900 1,183 Krispy Kreme Doughnuts, Inc.* 46,200 1,848 2,400 96 48,600 1,944 P.F. Chang's China Bistro, Inc.* 40,600 1,539 2,800 106 43,400 1,645 Whole Foods Market, Inc.* 70,000 1,897 4,900 133 74,900 2,030 -------- -------- -------- 9,319 525 9,844 -------- -------- -------- Shoe & Apparel Manufacturing - (2.05%) Columbia Sportswear Co.* 45,000 2,294 3,375 172 48,375 2,466 Nautica Enterprises, Inc.* 10,600 217 700 14 11,300 231 Tommy Hilfiger Corp.* 117,400 1,644 5,050 71 122,450 1,715 -------- -------- -------- 4,155 257 4,412 -------- -------- -------- Telecommunication Equipment - (0.57%) Brightpoint, Inc.* 166,400 483 166,400 483 SBA Communications Corp.* 28,500 705 1,950 48 30,450 753 -------- -------- -------- 1,188 48 1,236 -------- -------- -------- Telecommunication Services - (3.00%) Airgate PCS, Inc.* 40,800 2,122 2,700 141 43,500 2,263 Alamosa Holdings, Inc.* 64,300 1,048 4,800 78 69,100 1,126 CTC Communications Group, Inc.* 87,000 266 6,650 20 93,650 286 Dobson Communications Corp.* 34,100 581 2,300 39 36,400 620 Metro One Telecom, Inc.* 31,300 2,031 2,050 133 33,350 2,164 Tellium, Inc.* 100 2 100 2 -------- -------- -------- 6,048 413 6,461 -------- -------- -------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Small Cap Growth Fund and the V.A. Small Cap Growth Fund combined on June 30, 2001. --------------------------------------------------------------------------------------------- V.S.T. Small Cap Growth Fund V.A. Small Cap Growth Fund Combined --------------------------------------------------------------------------------------------- NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE NUMBER OF MARKET VALUE INTEREST SHARES OR (000's INTEREST SHARES OR (000's SHARES OR (000's RATE WARRANTS OMITTED) RATE WARRANTS OMITTED) WARRANTS OMITTED) --------------------------------------------------------------------------------------------- ISSUER DESCRIPTION Transportation Services - (0.74%) Expeditors International of Washington, Inc. 1,950 $ 117 1,950 $ 117 Forward Air Corp.* 46,500 $ 1,393 2,850 85 49,350 1,478 -------- ------- -------- 1,393 202 1,595 -------- ------- -------- -------- ------- -------- TOTAL COMMON STOCK (96.73%) 195,126 13,193 208,319 -------- ------- -------- PAR VALUE PAR VALUE PAR VALUE (000's (000's (000's OMITTED) OMITTED) OMITTED) ----------- --------- ---------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement - 3.38% Investment in joint repurchase agreement 3.77% due 07/02/01 3.770 $ 7,290 $ 7,290 $ 7,290 $ 7,290 -------- -------- Joint Repurchase Agreement - 0.05% Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01(Secured by U.S. Treasury Bonds, 10.625% due 08-15-15 and 6.250% due 08-15-23, U.S. Treasury Note 5.625% due 11-30-02) 3.970 $ 111 $ 111 111 111 ------- -------- Navigator Securities Lending Prime Portfolio** 7.110 15,318,473 15,318 15,318,473 15,318 -------- ------- -------- TOTAL SHORT-TERM INVESTMENTS (10.9%) 22,608 111 22,719 -------- ------- -------- TOTAL INVESTMENTS (107.7%) 217,734 13,304 231,038 -------- ------- -------- OTHER ASSETS AND LIABILITIES, NET (7.67%) (15,681) 9 (15,672) -------- ------- -------- TOTAL NET ASSETS (100.00%) $202,053 $13,313 $215,366 ======== ======= ======== NOTES TO THE SCHEDULE OF INVESTMENTS * Non-income producing securities. ** Represents investment of security lending collateral. The percentage shown for each investment category is the total value of that category as a percentage of the combined net assets of the Funds. Exhibit C JOHN HANCOCK V.S.T. ACTIVE BOND FUND NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS JUNE 30, 2001 Pro forma information is intended to provide the shareholders of the John Hancock V.S.T. Active Bond Fund and the John Hancock V.A. Bond Fund with information about the impact of the proposed merger by indicating how the merger might have affected information had the merger been consummated as of June 30, 2000. The pro forma combined statements of assets and liabilities and results of operations as of June 30, 2001 have been prepared to reflect the merger of John Hancock V.S.T. Active Bond Fund and John Hancock V.A. Bond Fund after giving effect to pro forma adjustments described in the notes below. (a) Acquisition by John Hancock V.S.T. Active Bond Fund of all assets of John Hancock V.A. Bond Fund and issuance of John Hancock V.S.T. Active Bond Fund shares in exchange for all of the outstanding shares of John Hancock V.A. Bond Fund. (b) The deferred organization expense of John Hancock V.A. Bond Fund was written off as the Fund would no longer be in existence. (c) The investment advisory fee was adjusted to reflect the application of the fee structure which will be in effect for John Hancock V.S.T. Active Bond: 0.70% on the first $100,000,000 of the Fund's net assets; 0.65% for the net assets between $100,000,000 and $250,000,000; 0.61% for the net assets between $250,000,000 and $500,000,000; 0.58% for the net assets between $500,000,000 and $1,000,000,000; 0.55% for the net assets in excess of $1,000,000,000. (d) The actual expenses incurred by the John Hancock V.S.T. Active Bond Fund and the John Hancock V.A. Bond Fund were reduced to reflect the estimated savings arising from the merger. (e) Represents the Adviser's voluntary agreement to limit the funds' other expenses to an annual rate of 0.10% of the funds' average daily net assets. John Hancock V.S.T. Active Bond Fund Exhibit C Pro-forma combined statement of assets and liabilities June 30, 2001 (000's omitted) John Hancock John Hancock V.S.T. Active V.A. Bond Pro-Forma Bond Fund Fund Adjustments Combined ------------- ------------ ----------- ---------- ASSETS Long term investments at cost $ 751,001 $ 63,030 $ -- $ 814,031 Net unrealized appreciation (depreciation) of investments 7,394 112 -- 7,506 Short-term investments at value 300,881 6,265 -- 307,146 ---------- ---------- ---------- ---------- Total investments 1,059,276 69,407 -- 1,128,683 Cash 4,508 1 -- 4,509 Receivable for: Investments sold 11,436 1,400 -- 12,836 Fund shares sold -- 29 -- 29 Dividends and Interest 10,821 911 -- 11,732 Other assets -- 1 -- 1 ---------- ---------- ---------- ---------- Total Assets 1,086,041 71,749 -- 1,157,790 ---------- ---------- ---------- ---------- LIABILITIES Payables for: Investments purchased 22,293 3,984 -- 26,277 Fund shares purchased -- 10 -- 10 Dividends payable -- 22 -- 22 Securities on loan 247,041 -- -- 247,041 Payable at affiliates -- 28 -- 28 Accounts payable and accrued expenses -- 13 -- 13 Other liabilities 410 -- -- 410 ---------- ---------- ---------- ---------- Total Liabilities 269,744 4,057 -- 273,801 ---------- ---------- ---------- ---------- Net Assets 816,297 67,692 -- 883,989 ========== ========== ========== ========== Net assets: Capital paid-in 832,574 67,763 -- 900,337 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions (25,862) (117) -- (25,979) Undistributed (distribution in excess of) net investment income (loss) 2,191 (66) -- 2,125 Net unrealized appreciation (depreciation) of investments, futures and translation of assets and liabilities in foreign currencies 7,394 112 -- 7,506 ---------- ---------- ---------- ---------- 816,297 67,692 -- 883,989 ========== ========== ========== ========== Net assets: V.S.T. Active Bond Fund 816,297 -- 67,692 (a) 883,989 V.A. Bond Fund -- 67,692 (67,692)(a) -- ---------- ---------- ---------- ---------- 816,297 67,692 -- 883,989 ========== ========== ========== ========== Shares outstanding: V.S.T. Active Bond Fund 86,035 -- 7,100(a) 93,135 V.A. Bond Fund -- 6,583 (6,583)(a) -- ---------- ---------- ---------- ---------- 86,035 6,583 517 93,135 ========== ========== ========== ========== Net asset value per shares: V.S.T. Active Bond Fund $ 9.49 -- -- $ 9.49 V.A. Bond Fund -- $ 10.28 $ (10.28)(a) -- ========== ========== ========== ========== See Notes to Pro-forma Combined Financial Statements John Hancock V.S.T. Active Bond Fund Exhibit C Pro-forma combined statement of operations For the year ended June 30, 2001 (000's omitted) John Hancock John Hancock V.S.T. Active V.A. Bond Bond Fund Fund 12 months ended 12 months ended Pro-Forma June 30, 2001 June 30, 2001 Adjustments Combined --------------- --------------- ----------- --------- INVESTMENT INCOME Interest $58,986 $ 1,947 $ -- $60,933 Securities Lending 137 -- -- 137 ------- ------- ------- ------- Total investment income 59,123 1,947 -- 61,070 ------- ------- ------- ------- EXPENSES Investment management fee 5,146 151 24(c) 5,321 Auditing fees 125 12 (12)(d) 125 Custodian fees 430 49 (34)(d) 445 Fidelity bond fees 1 -- -- 1 Accounting and legal services fee -- 6 -- 6 Legal fees 36 -- --(d) 36 Printing & mailing fees 605 3 (3)(d) 605 Organization expense -- 2 (2)(b) -- Trustees' fee 33 1 -- 34 Miscellaneous -- 1 -- 1 Other fees 19 -- -- 19 ------- ------- ------- ------- Total expenses 6,395 225 (27) 6,593 Less expenses reimbursed (286) (13) (134)(e) (433) ------- ------- ------- ------- Net expenses 6,109 212 (161) 6,160 ------- ------- ------- ------- Net Investment Income 53,014 1,735 161 54,910 ------- ------- ------- ------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments 15,419 317 -- 15,736 Change in net unrealized appreciation (depreciation) on: Investments 19,153 224 -- 19,377 ------- ------- ------- ------- Net realized and unrealized gain (loss) 34,572 541 -- 35,113 ------- ------- ------- ------- Net increase (decrease) in net assets resulting from operations $87,586 $ 2,276 $ 161 $90,023 ======= ======= ======= ======= See Notes to Pro-forma Combined Financial Statements Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Corporate Bonds Financial Services - (0.24%) American Express Credit Corp. 7.2% due 09/17/07 7.200% $ 2,000 $ 2,119 ---------- Personal & Commercial Lending - (0.31%) Prime Credit Card Master Trust 6.7% due 11/15/05 Standard Credit Card Master Trust 8.25% due 01/07/07 8.250 2,535 2,745 ---------- 2,745 ---------- Publicly-Traded Bonds Aerospace & Defense - (1.01%) BAE Systems Asset Trust, Pass Thru Ctf Ser 2001 Class B 12-15-11 (R) 7.156% $ 245 $ 245 Boeing Cap. Corp. - Sr. Notes 6.1% due 03/01/11 6.100 2,480 2,417 Jet Equipment Trust 10.91% due 08/15/14 10.910 2,100 2,268 Lockheed Martin Corp. 8.2% due 12/01/09 Lockheed Martin Corp. - Bonds 8.5% due 12/01/29 8.500 3,305 3,665 8.500 265 293 ---------- --------- 8,350 538 ---------- --------- Agricultural Operations - (0.53%) Archer-Daniels-Midland Co., Sr Deb 02-01-31 7.000 155 150 Cargill, Inc. 6.25% due 05/01/06 6.250 1,870 1,867 6.250 85 85 Marlin Water Trust - Sr. Notes 144A 7.09% due 12/15/01 7.090 2,553 2,570 Potash Corp. of Saskatchewan - Notes 7.75% due 05/31/11 ---------- --------- 4,437 235 ---------- --------- --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Corporate Bonds Financial Services - (0.24%) American Express Credit Corp. 7.2% due 09/17/07 $ 2,000 $ 2,119 ---------- Personal & Commercial Lending - (0.31%) Prime Credit Card Master Trust 6.7% due 11/15/05 Standard Credit Card Master Trust 8.25% due 01/07/07 2,535 2,745 ---------- 2,745 ---------- Publicly-Traded Bonds Aerospace & Defense - (1.01%) BAE Systems Asset Trust, Pass Thru Ctf Ser 2001 Class B 12-15-11 (R) 245 245 Boeing Cap. Corp. - Sr. Notes 6.1% due 03/01/11 2,480 2,417 Jet Equipment Trust 10.91% due 08/15/14 2,100 2,268 Lockheed Martin Corp. 8.2% due 12/01/09 Lockheed Martin Corp. - Bonds 8.5% due 12/01/29 3,570 3,958 ---------- 8,888 ---------- Agricultural Operations - (0.53%) Archer-Daniels-Midland Co., Sr Deb 02-01-31 155 150 Cargill, Inc. 6.25% due 05/01/06 1,955 1,952 Marlin Water Trust - Sr. Notes 144A 7.09% due 12/15/01 2,553 2,570 Potash Corp. of Saskatchewan - Notes 7.75% due 05/31/11 ---------- 4,672 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Automobile - (0.76%) Delphi Automotive Systems Corp. - Notes 6.55% due 06/15/06 6.550% $ 3,100 $ 3,104 6.550% $ 240 $ 240 ERAC USA Finance Co., Note 02-15-05 (R) 6.625 19 19 Note 06-15-08 (R) 7.350 120 119 Note 12-15-09 (R) 7.950 200 205 Ford Motor Co. - Bonds 7.45% due 07/16/31 7.450 2,675 2,567 7.450 65 62 Ford Capital B.V., Gtd Deb (Netherlands) 05-15-02 (Y) 9.875 50 52 Honda Auto Receivables Owner Trust, Pass Thru Ctf Ser 2001-1 Class A-4 06-19-06 5.560 310 312 ---------- --------- 5,671 1,009 ---------- --------- Bank - (3.94%) Abbey National First Capital - Sr. Sub. Notes 8.2% due 10/15/04 8.200 4,000 4,281 8.200 30 32 Bank of New York, Cap Security 12-01-26 (R) 7.780 50 50 Bank One Corp. 7.875% due 08/01/10 7.875 1,575 1,686 7.875 70 75 Barclays Bank PLC - 144A 7.375% due 12/15/49 7.375 2,070 2,056 Barclays Bank PLC - Bonds 144A 8.55% due 09/29/49 Barclays Bank Plc, Sub Note (United Kingdom) 06-15-49 (R) (Y) 7.375 160 162 BNP Paribus Capital Trust - Sub 144A 9.003% due 12/29/49 9.003 1,625 1,779 9.003 160 175 Capital One Bank - Sr. Notes 6.875% due 02/01/06 6.875 1,905 1,860 6.875 60 59 Colonial Bank Montgomery Al - Sub. Notes 9.375% due 06/01/11 9.375 1,555 1,589 9.375 115 119 HSBC Holdings PLC 7.5% due 07/15/09 7.500 2,115 2,210 7.500 55 57 International Bank of Reconstruction & Development - Debs. 8.25% due 09/01/16 8.250 2,150 2,523 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Automobile - (0.76%) Delphi Automotive Systems Corp. - Notes 6.55% due 06/15/06 $ 3,340 $ 3,344 ERAC USA Finance Co., Note 02-15-05 (R) 19 19 Note 06-15-08 (R) 120 119 Note 12-15-09 (R) 200 205 Ford Motor Co. - Bonds 7.45% due 07/16/31 2,740 2,629 Ford Capital B.V., Gtd Deb (Netherlands) 05-15-02 (Y) 50 52 Honda Auto Receivables Owner Trust, Pass Thru Ctf Ser 2001-1 Class A-4 06-19-06 310 312 ---------- 6,680 ---------- Bank - (3.94%) Abbey National First Capital - Sr. Sub. Notes 8.2% due 10/15/04 4,030 4,313 Bank of New York, Cap Security 12-01-26 (R) 50 50 Bank One Corp. 7.875% due 08/01/10 1,645 1,761 Barclays Bank PLC - 144A 7.375% due 12/15/49 2,070 2,056 Barclays Bank PLC - Bonds 144A 8.55% due 09/29/49 Barclays Bank Plc, Sub Note (United Kingdom) 06-15-49 (R) (Y) 160 162 BNP Paribus Capital Trust - Sub 144A 9.003% due 12/29/49 1,785 1,954 Capital One Bank - Sr. Notes 6.875% due 02/01/06 1,965 1,919 Colonial Bank Montgomery Al - Sub. Notes 9.375% due 06/01/11 1,670 1,708 HSBC Holdings PLC 7.5% due 07/15/09 2,170 2,267 International Bank of Reconstruction & Development - Debs. 8.25% due 09/01/16 2,150 2,523 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION RBSG Capital Corp. - Notes 10.125% due 03/01/04 10.125% $ 5,000 $ 5,500 10.125% $ 15 $ 17 Royal Bank of Scotland Group PLC 8.817% due 03/31/05 8.817 1,870 2,006 Royal Bank of Scotland Group Plc, Bond (United Kingdom) 03-31-49 (Y) 8.817 30 32 Sanwa Bank , Ltd. - Sub. Notes 7.4% due 06/15/11 7.400 1,650 1,591 7.400 135 132 Skandinaviska Enskida Banken - Sub. Notes STEP UP 144A 6.5% due 12/29/49 6.500 1,935 1,947 6.500 250 251 Standard Chartered Bank - Sub. Notes 144A 8.0% due 05/30/31 8.000 1,685 1,712 Scotland International Finance No. 2, B.V., Gtd Sub Note (Netherlands) 11-01-06 (R) (Y) 8.850 95 104 UBS Preferred Funding Trust I, Gtd Bond 10-01-49 8.622 165 181 Zions Financial Corp. - GTD 144A 6.95% due 05/15/11 6.950 2,255 2,255 6.950 350 353 ---------- --------- 32,995 1,799 ---------- --------- Beverages (0.02%) Canandaigua Brands, Inc., Sr Sub Note Ser C 12-15-03 8.750 30 30 Fosters Finance Corp., Note 06-15-11 (R) 6.875 120 119 --------- 149 --------- Brokerage & Investment Management - (0.40%) Goldman Sachs Group, Inc., Bond 01-15-11 6.875 85 84 Salomon Brothers Mortgage Securities VII 6.75% due 07/25/24 6.750 1,890 1,897 Salomon, Inc. - Notes 5.875% due 03/15/06 5.875 1,540 1,530 5.875 55 55 ---------- --------- 3,427 139 ---------- --------- Building (0.01%) Vulcan Materials Co., Note 02-01-06 6.400 125 126 --------- --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION RBSG Capital Corp. - Notes 10.125% due 03/01/04 $ 5,015 $ 5,517 Royal Bank of Scotland Group PLC 8.817% due 03/31/05 1,870 2,006 Royal Bank of Scotland Group Plc, Bond (United Kingdom) 03-31-49 (Y) 30 32 Sanwa Bank , Ltd. - Sub. Notes 7.4% due 06/15/11 1,785 1,723 Skandinaviska Enskida Banken - Sub. Notes STEP UP 144A 6.5% due 12/29/49 2,185 2,198 Standard Chartered Bank - Sub. Notes 144A 8.0% due 05/30/31 1,685 1,712 Scotland International Finance No. 2, B.V., Gtd Sub Note (Netherlands) 11-01-06 (R) (Y) 95 104 UBS Preferred Funding Trust I, Gtd Bond 10-01-49 165 181 Zions Financial Corp. - GTD 144A 6.95% due 05/15/11 2,605 2,608 ---------- 34,794 ---------- Beverages (0.02%) Canandaigua Brands, Inc., Sr Sub Note Ser C 12-15-03 30 30 Fosters Finance Corp., Note 06-15-11 (R) 120 119 ---------- 149 ---------- Brokerage & Investment Management - (0.40%) Goldman Sachs Group, Inc., Bond 01-15-11 85 84 Salomon Brothers Mortgage Securities VII 6.75% due 07/25/24 1,890 1,897 Salomon, Inc. - Notes 5.875% due 03/15/06 1,595 1,585 ---------- 3,566 ---------- Building (0.01%) Vulcan Materials Co., Note 02-01-06 125 126 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Chemical - (0.72%) Akzo Nobel, Inc. - Bonds 144A 6.0% due 11/15/03 6.000% $ 1,630 $ 1,644 6.000% $ 45 $ 46 Equistar Chemical - Notes 8.5% due 02/15/04 8.500 1,650 1,596 8.500 130 127 Millenium America , Inc. 144A 9.25% due 06/15/08 9.250 790 790 9.250 65 65 NOVA Chemicals Corp.- Notes 7.0% due 05/15/06 7.000 1,665 1,658 7.000 130 129 Potash Corp., Note (Canada) 05-31-11 (Y) 7.750 300 312 ---------- --------- 5,688 679 ---------- --------- Computer Software & Services - (0.35%) Systems 2001 LLC Cl. B 144A 7.156% due 12/15/11 7.156 3,120 3,117 ---------- Container - (0.28%) Sealed Air Corp. 8.75% due 07/01/08 8.750 985 959 8.750 80 79 Stone Container Corp. 9.75% due 02/01/11 9.750 1,315 1,338 9.750 100 102 ---------- --------- 2,297 181 ---------- --------- Cosmetic & Personal Care - (0.24%) International Flavors & Fragrances, Inc.- Notes 144A 6.45% due 05/15/06 6.450 1,980 1,977 6.450 115 115 ---------- --------- Electric Power - (7.71%) AES Corp. 9.375% due 09/15/10 9.375 725 730 AES Corp. - Sr. Notes 9.5% due 06/01/09 9.500 1,645 1,678 AES Corp. - Sr. Sub. Notes 10.25% due 07/15/06 10.250 2,243 2,254 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Chemical - (0.72%) Akzo Nobel, Inc. - Bonds 144A 6.0% due 11/15/03 $ 1,675 $ 1,690 Equistar Chemical - Notes 8.5% due 02/15/04 1,780 1,723 Millenium America , Inc. 144A 9.25% due 06/15/08 855 855 NOVA Chemicals Corp.- Notes 7.0% due 05/15/06 1,795 1,787 Potash Corp., Note (Canada) 05-31-11 (Y) 300 312 ---------- 6,367 ---------- Computer Software & Services - (0.35%) Systems 2001 LLC Cl. B 144A 7.156% due 12/15/11 3,120 3,117 ---------- Container - (0.28%) Sealed Air Corp. 8.75% due 07/01/08 1,065 1,038 Stone Container Corp. 9.75% due 02/01/11 1,415 1,440 ---------- 2,478 ---------- Cosmetic & Personal Care - (0.24%) International Flavors & Fragrances, Inc.- Notes 144A 6.45% due 05/15/06 2,095 2,092 ---------- Electric Power - (7.71%) AES Corp. 9.375% due 09/15/10 725 730 AES Corp. - Sr. Notes 9.5% due 06/01/09 1,645 1,678 AES Corp. - Sr. Sub. Notes 10.25% due 07/15/06 2,243 2,254 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION AES Eastern Energy 9.0% due 01/02/17 9.000% $ 2,130 $ 2,180 Beaver Valley Funding Corp. - Debs. 9.0% due 06/01/17 9.000 2,365 2,486 BVPS II Funding Corp. - Coll. Lease Bonds 8.89% due 06/01/17 8.890 2,464 2,620 CalEnergy Co., Inc. - Bonds 8.48% due 09/15/28 8.480 2,685 2,893 Calpine Canada Energy 8.5% due 05/01/08 8.500 1,600 1,536 Calpine Corp. 8.25% due 08/15/05 8.250 1,460 1,449 Calpine Corp. - Sr. Notes 8.5% due 02/15/11 8.500 1,595 1,534 10.5% due 05/15/06 10.500 1,920 1,958 Cleveland Electric Illuminating Co. 7.88% due 11/01/17 7.880 480 489 Cleveland Electric Illuminating Co. - 1st Mtge. 9.5% due 05/15/05 9.500 5,775 5,949 CMS Energy Corp. - Sr. Notes 6.75% due 01/15/04 6.750 2,040 1,960 8.125% due 05/15/02 8.125 2,650 2,655 CMS Energy Corp. 9.875% due 10/15/07 9.875 730 765 Exelon Generation Co. LLC - Sr. Notes 144A 6.95% due 06/15/11 6.950 3,090 3,070 Long Island Lighting Co. - Debs. 8.2% due 03/15/23 8.200 3,235 3,279 Mirant Corp. 8.3% due 05/01/11 8.300 1,940 1,954 Monterrey Power SA de CV - Sec. Bonds 144A 9.625% due 11/15/09 9.625 650 684 Niagara Mohawk Power Corp. - Debs. 8.77% due 01/01/18 8.770 3,909 3,984 Pinnacle West Capital Corp. - Sr. Notes 6.4% due 04/01/06 6.400 2,345 2,299 PNPP II Funding Corp. - Debs. 9.12% due 05/30/16 9.120 2,455 2,629 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION AES Eastern Energy 9.0% due 01/02/17 $ 2,130 $ 2,180 Beaver Valley Funding Corp. - Debs. 9.0% due 06/01/17 2,365 2,486 BVPS II Funding Corp. - Coll. Lease Bonds 8.89% due 06/01/17 2,464 2,620 CalEnergy Co., Inc. - Bonds 8.48% due 09/15/28 2,685 2,893 Calpine Canada Energy 8.5% due 05/01/08 1,600 1,536 Calpine Corp. 8.25% due 08/15/05 1,460 1,449 Calpine Corp. - Sr. Notes 8.5% due 02/15/11 1,595 1,534 10.5% due 05/15/06 1,920 1,958 Cleveland Electric Illuminating Co. 7.88% due 11/01/17 480 489 Cleveland Electric Illuminating Co. - 1st Mtge. 9.5% due 05/15/05 5,775 5,949 CMS Energy Corp. - Sr. Notes 6.75% due 01/15/04 2,040 1,960 8.125% due 05/15/02 2,650 2,655 CMS Energy Corp. 9.875% due 10/15/07 730 765 Exelon Generation Co. LLC - Sr. Notes 144A 6.95% due 06/15/11 3,090 3,070 Long Island Lighting Co. - Debs. 8.2% due 03/15/23 3,235 3,279 Mirant Corp. 8.3% due 05/01/11 1,940 1,954 Monterrey Power SA de CV - Sec. Bonds 144A 9.625% due 11/15/09 650 684 Niagara Mohawk Power Corp. - Debs. 8.77% due 01/01/18 3,909 3,984 Pinnacle West Capital Corp. - Sr. Notes 6.4% due 04/01/06 2,345 2,299 PNPP II Funding Corp. - Debs. 9.12% due 05/30/16 2,455 2,629 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Progress Energy, Inc. - Sr. Notes 7.1% due 03/01/11 7.100% $ 1,555 $ 1,575 PSEG Energy Holdings, Inc. - Sr. Notes 144A 8.625% due 02/15/08 8.625 1,665 1,673 PSEG Power LLC 8.625% due 04/15/31 8.625 1,665 1,794 Sierra Pacific Resources - Notes 8.75% due 05/15/05 8.750 1,125 1,151 System Energy Resources, Inc. - 1st Mtge. 7.71% due 08/01/01 7.710 2,590 2,596 TXU Electric & Gas 8.175% due 01/30/37 8.175 1,810 1,781 Waterford 3 Funding - Entergy - Bonds 8.09% due 01/02/17 8.090 4,136 4,073 XCEL Energy, Inc. - Sr. Notes 7.0% due 12/01/10 7.000 2,470 2,478 ---------- 68,156 ---------- Electrical Equipment - (0.28%) HQI Transelec Chile 7.875% due 04/15/11 7.875 2,500 2,509 ---------- Electronic Products & Services - (0.03%) CMS Energy Corp - Sr. Notes 8.5% due 04/15/11 8.500 310 301 ---------- Energy (0.03%) Enron Corp., Note 08-15-05 (R) 8.000% $ 60 $ 62 MidAmerican Energy Holdings, Sr Bond 09-15-28 8.480 60 64 P&L Coal Holdings Corp., Sr Sub Note Ser B 05-15-08 9.625 24 25 Progress Energy, Inc., Sr Note 03-01-11 7.100 150 151 --------- 302 --------- --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Progress Energy, Inc. - Sr. Notes 7.1% due 03/01/11 $ 1,555 $ 1,575 PSEG Energy Holdings, Inc. - Sr. Notes 144A 8.625% due 02/15/08 1,665 1,673 PSEG Power LLC 8.625% due 04/15/31 1,665 1,794 Sierra Pacific Resources - Notes 8.75% due 05/15/05 1,125 1,151 System Energy Resources, Inc. - 1st Mtge. 7.71% due 08/01/01 2,590 2,596 TXU Electric & Gas 8.175% due 01/30/37 1,810 1,781 Waterford 3 Funding - Entergy - Bonds 8.09% due 01/02/17 4,136 4,073 XCEL Energy, Inc. - Sr. Notes 7.0% due 12/01/10 2,470 2,478 ---------- 68,156 ---------- Electrical Equipment - (0.28%) HQI Transelec Chile 7.875% due 04/15/11 2,500 2,509 ---------- Electronic Products & Services - (0.03%) CMS Energy Corp - Sr. Notes 8.5% due 04/15/11 310 301 ---------- Energy (0.03%) Enron Corp., Note 08-15-05 (R) 60 62 MidAmerican Energy Holdings, Sr Bond 09-15-28 60 64 P&L Coal Holdings Corp., Sr Sub Note Ser B 05-15-08 24 25 Progress Energy, Inc., Sr Note 03-01-11 150 151 ---------- 302 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Financial Services - (3.67%) American Express Credit Account Master Trust, Pass Thru Ctf Ser 2000-1 Class A 09-17-07 7.200% $ 280 $ 297 Bank of New York Institution Capital - 144A 7.78% due 12/01/26 7.780% $ 3,350 $ 3,282 Boeing Capital Corp., Sr Note 03-01-11 6.100 185 180 Bombardier Capital, Inc., Note 01-15-02 (R) 6.000 30 30 Citigroup, Inc., Note 01-18-11 6.500 155 154 ERAC USA Finance Co. - Notes 144A 6.625% due 02/15/05 6.625 900 892 ERAC USA Finance Co. - Notes GTD 144A 7.35% due 06/15/08 7.350 1,550 1,536 ERAC USA Finance Co. 7.95% due 12/15/09 7.950 1,675 1,707 Ford Motor Credit Co., Note 02-01-06 6.875 140 143 Fosters Finance Corp.- Notes 144A 6.875% due 06/15/11 6.875 1,490 1,476 General Motors Acceptance Corp., Note 07-15-05 7.500 60 63 Goldman Sachs Group, Inc. 6.875% due 01/15/11 6.875 2,385 2,372 Heller Financial, Inc. - Notes 6.375% due 03/15/06 6.375 1,490 1,501 6.375 115 116 Household Finance Corp., Sr Note 05-09-05 8.000 115 123 Note 01-24-06 6.500 150 152 Note 07-15-10 8.000 55 59 ING Capital Funding Trust III 8.439% due 12/31/49 8.439 1,770 1,878 8.439 50 53 Marlin Water Trust/ Marlin Water Capital Corp., Sr Sec Note 12-15-01 (R) 7.090 30 30 Midland Funding Corp. II, Deb Ser A 07-23-05 11.750 150 165 Pemex Project 9.125% due 10/13/10 9.125 2,500 2,639 9.125 190 200 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Financial Services - (3.67%) American Express Credit Account Master Trust, Pass Thru Ctf Ser 2000-1 Class A 09-17-07 $ 280 $ 297 Bank of New York Institution Capital - 144A 7.78% due 12/01/26 3,350 3,282 Boeing Capital Corp., Sr Note 03-01-11 185 180 Bombardier Capital, Inc., Note 01-15-02 (R) 30 30 Citigroup, Inc., Note 01-18-11 155 154 ERAC USA Finance Co. - Notes 144A 6.625% due 02/15/05 900 892 ERAC USA Finance Co. - Notes GTD 144A 7.35% due 06/15/08 1,550 1,536 ERAC USA Finance Co. 7.95% due 12/15/09 1,675 1,707 Ford Motor Credit Co., Note 02-01-06 140 143 Fosters Finance Corp.- Notes 144A 6.875% due 06/15/11 1,490 1,476 General Motors Acceptance Corp., Note 07-15-05 60 63 Goldman Sachs Group, Inc. 6.875% due 01/15/11 2,385 2,372 Heller Financial, Inc. - Notes 6.375% due 03/15/06 1,605 1,617 Household Finance Corp., Sr Note 05-09-05 115 123 Note 01-24-06 150 152 Note 07-15-10 55 59 ING Capital Funding Trust III 8.439% due 12/31/49 1,820 1,931 Marlin Water Trust/ Marlin Water Capital Corp., Sr Sec Note 12-15-01 (R) 30 30 Midland Funding Corp. II, Deb Ser A 07-23-05 150 165 Pemex Project 9.125% due 10/13/10 2,690 2,839 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Qwest Capital Funding - Bonds 144A 7.75% due 02/15/31 7.750% $ 3,215 $ 3,154 Standard Credit Master Trust, Ser 1995-1 Class A 01-07-07 8.250% $ 400 $ 433 Sun Canada Financial Co. - Bonds 144A 6.625% due 12/15/07 6.625 3,345 3,247 Takefuji Corp., Sr Note (Japan) 04-15-11 (R) (Y) 9.200 95 98 The MONY Group, Inc. - Sr. Notes 7.45% due 12/15/05 7.450 2,395 2,444 UBS Preferred Funding 8.622% due 10/29/49 8.622 1,805 1,951 URC Holdings Corp. - Sr. Notes 144A 7.875% due 06/30/06 7.875 1,840 1,991 Verizon Global Funding Corp., Bond 12-01-30 (R) 7.750 110 115 Yanacocha Receivables Master Trust, Pass Thru Ctf Ser 1997-A 06-15-04 (R) 8.400 3 3 ---------- --------- 30,070 2,414 ---------- --------- Food, Beverage & Tobacco - (0.80%) Archer Daniels Midland Co. 7.0% due 02/01/31 7.000 2,145 2,074 Canandaigua Brands, Inc. - Sr. Sub. Notes 8.75% due 12/15/03 8.750 2,365 2,383 Earthgrains Co. 8.375% due 08/01/03 8.375 2,500 2,569 8.375 50 51 ---------- --------- 7,026 51 ---------- --------- Foreign Governmental - (0.88%) Brazil, Federal Republic of, Bond (Brazil) 04-15-14 (Y) 8.000 339 250 Hydro-Quebec - Debs. Ser. IF 7.375% due 02/01/03 7.375 1,000 1,037 Nova Scotia, Province of, Deb (Canada) 11-15-19 (Y) 8.250 20 23 Province of Quebec - Debs 7.5% due 09/15/29 7.500 610 646 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Qwest Capital Funding - Bonds 144A 7.75% due 02/15/31 $ 3,215 $ 3,154 Standard Credit Master Trust, Ser 1995-1 Class A 01-07-07 400 433 Sun Canada Financial Co. - Bonds 144A 6.625% due 12/15/07 3,345 3,247 Takefuji Corp., Sr Note (Japan) 04-15-11 (R) (Y) 95 98 The MONY Group, Inc. - Sr. Notes 7.45% due 12/15/05 2,395 2,444 UBS Preferred Funding 8.622% due 10/29/49 1,805 1,951 URC Holdings Corp. - Sr. Notes 144A 7.875% due 06/30/06 1,840 1,991 Verizon Global Funding Corp., Bond 12-01-30 (R) 110 115 Yanacocha Receivables Master Trust, Pass Thru Ctf Ser 1997-A 06-15-04 (R) 3 3 ---------- 32,484 ---------- Food, Beverage & Tobacco - (0.80%) Archer Daniels Midland Co. 7.0% due 02/01/31 2,145 2,074 Canandaigua Brands, Inc. - Sr. Sub. Notes 8.75% due 12/15/03 2,365 2,383 Earthgrains Co. 8.375% due 08/01/03 2,550 2,620 ---------- 7,077 ---------- Foreign Governmental - (0.88%) Brazil, Federal Republic of, Bond (Brazil) 04-15-14 (Y) 339 250 Hydro-Quebec - Debs. Ser. IF 7.375% due 02/01/03 1,000 1,037 Nova Scotia, Province of, Deb (Canada) 11-15-19 (Y) 20 23 Province of Quebec - Debs 7.5% due 09/15/29 610 646 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Quebec, Government of, Deb (Canada) 01-22-11 (Y) 6.125% $ 105 $ 102 Quebec, Province of, Deb (Canada) 09-15-29 (Y) 7.500 205 219 Republic of Brazil STEPCPN 15APR14 USD250000 BR 8.0% due 04/15/14 8.000% $ 4,107 $ 3,029 Republic of Columbia 9.75% due 04/09/11 9.750 2,280 2,331 9.750 135 138 ---------- --------- 7,043 732 ---------- --------- Health Care Products - (0.35%) Fresenius Medical Capital Trust II 7.875% due 02/01/08 7.875 1,740 1,727 Fresenius Medical Capital Trust IV TR PFD SECS 144A 7.875% due 06/15/11 7.875 1,360 1,326 ---------- 3,053 ---------- Health Care Services - (1.13%) Dynacare, Inc. - Sr. Notes 10.75% due 01/15/06 10.750 2,125 2,157 HCA-The Healthcare Corp. - Notes 7.125% due 06/01/06 7.125 2,350 2,318 HCA-The Healthcare Corp. - Notes 8.75% due 09/01/10 8.750 1,150 1,225 Healthsouth Corp. - Sr. Notes 8.5% due 02/01/08 8.500 1,240 1,252 Quest Diagnostics, Inc. - Sr. Notes 6.75% due 07/12/06 6.750 1,665 1,648 Tenet Healthcare Corp. - Sr. Notes 8.0% due 01/15/05 8.000 545 561 Triad Hospitals 8.75% due 05/01/09 8.750 830 842 ---------- 10,003 ---------- Insurance - (1.64%) AXA - Sub Notes 8.6% due 12/15/30 8.600 2,510 2,757 8.600 95 106 Equitable Life Assurance Society USA - Notes 144A 6.95% due 12/01/05 6.950 1,240 1,274 6.950 15 16 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Quebec, Government of, Deb (Canada) 01-22-11 (Y) $ 105 $ 102 Quebec, Province of, Deb (Canada) 09-15-29 (Y) 205 219 Republic of Brazil STEPCPN 15APR14 USD250000 BR 8.0% due 04/15/14 4,107 3,029 Republic of Columbia 9.75% due 04/09/11 2,415 2,469 ---------- 7,775 ---------- Health Care Products - (0.35%) Fresenius Medical Capital Trust II 7.875% due 02/01/08 1,740 1,727 Fresenius Medical Capital Trust IV TR PFD SECS 144A 7.875% due 06/15/11 1,360 1,326 ---------- 3,053 ---------- Health Care Services - (1.13%) Dynacare, Inc. - Sr. Notes 10.75% due 01/15/06 2,125 2,157 HCA-The Healthcare Corp. - Notes 7.125% due 06/01/06 2,350 2,318 HCA-The Healthcare Corp. - Notes 8.75% due 09/01/10 1,150 1,225 Healthsouth Corp. - Sr. Notes 8.5% due 02/01/08 1,240 1,252 Quest Diagnostics, Inc. - Sr. Notes 6.75% due 07/12/06 1,665 1,648 Tenet Healthcare Corp. - Sr. Notes 8.0% due 01/15/05 545 561 Triad Hospitals 8.75% due 05/01/09 830 842 ---------- 10,003 ---------- Insurance - (1.64%) AXA - Sub Notes 8.6% due 12/15/30 2,605 2,863 Equitable Life Assurance Society USA - Notes 144A 6.95% due 12/01/05 1,255 1,290 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Hartford Life, Inc. - Sr. Notes 7.375% due 03/01/31 7.375% $ 1,655 $ 1,663 7.375% $ 55 $ 55 Mass. Mutual Life Insurance Co. - Notes 144A 7.625% due 11/15/23 7.625 2,640 2,671 7.625 5 5 MONY Group, Inc. (The), Sr Note 12-15-05 7.450 215 220 New York Life Insurance Co. - Sr. Notes 144A 7.5% due 12/15/23 7.500 5,970 5,661 7.500 5 5 Sun Canada Financial Co., Gtd Sub Note 12-15-07 (R) 6.625 20 21 URC Holdings Corp., Sr Note 06-30-06 (R) 7.875 25 27 ---------- --------- 14,026 455 ---------- --------- Leisure & Recreation - (0.70%) Harrah's Operating , Inc. - Sr. Notes 144A 7.125% due 06/01/07 7.125 2,320 2,299 7.125 180 177 Harrahs Operating Co., Inc. 7.875% due 12/15/05 7.875 1,270 1,289 7.875 40 41 HMH Properties, Inc., Gtd Sr Sec Note Ser A 08-01-05 7.875 30 29 MGM Mirage, Inc. 8.5% due 09/15/10 8.500 1,430 1,483 8.500 165 172 Station Casinos, Inc. - Sr. Notes 8.375% due 02/15/08 8.375 675 679 8.375 20 20 Waterford Gaming LLC/Waterford Gaming Finance Corp., Sr Note 03-15-10 (R) 9.500 20 20 ---------- --------- 5,750 459 ---------- --------- Media - TV / Radio - (4.35%) Adelphia Communications Corp. - Sr. Notes 8.125% due 07/15/03 8.125 1,270 1,232 8.125 15 14 9.25% due 10/01/02 9.250 2,460 2,472 9.250 17 17 Adelphia Communications Corp. 10.25% due 06/15/11 10.250 940 921 10.250 75 73 AOL Time Warner, Inc. 7.625% due 04/15/31 7.625 2,510 2,520 7.625 165 165 British Sky Broadcasting 8.2% due 07/15/09 8.200 1,845 1,834 8.200 40 40 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Hartford Life, Inc. - Sr. Notes 7.375% due 03/01/31 $ 1,710 $ 1,718 Mass. Mutual Life Insurance Co. - Notes 144A 7.625% due 11/15/23 2,645 2,676 MONY Group, Inc. (The), Sr Note 12-15-05 215 220 New York Life Insurance Co. - Sr. Notes 144A 7.5% due 12/15/23 5,975 5,666 Sun Canada Financial Co., Gtd Sub Note 12-15-07 (R) 20 21 URC Holdings Corp., Sr Note 06-30-06 (R) 25 27 ---------- 14,481 ---------- Leisure & Recreation - (0.70%) Harrah's Operating , Inc. - Sr. Notes 144A 7.125% due 06/01/07 2,500 2,476 Harrahs Operating Co., Inc. 7.875% due 12/15/05 1,310 1,330 HMH Properties, Inc., Gtd Sr Sec Note Ser A 08-01-05 30 29 MGM Mirage, Inc. 8.5% due 09/15/10 1,595 1,655 Station Casinos, Inc. - Sr. Notes 8.375% due 02/15/08 695 699 Waterford Gaming LLC/Waterford Gaming Finance Corp., Sr Note 03-15-10 (R) 20 20 ---------- 6,209 ---------- Media - TV / Radio - (4.35%) Adelphia Communications Corp. - Sr. Notes 8.125% due 07/15/03 1,285 1,246 9.25% due 10/01/02 2,477 2,489 Adelphia Communications Corp. 10.25% due 06/15/11 1,015 994 AOL Time Warner, Inc. 7.625% due 04/15/31 2,675 2,685 British Sky Broadcasting 8.2% due 07/15/09 1,885 1,874 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Century Communications Corp., Sr Note 03-01-05 9.500% $ 80 $ 78 Charter Communications Holdings LLC - Sr. Notes 144A 10.0% due 05/15/11 10.000% $ 630 $ 639 10.000 60 60 Charter Communications Holdings LLC - Sr. Notes 11.125% due 01/15/11 11.125 605 638 11.125 20 21 Clear Channel Communications, Inc. - Sr. Notes 7.875% due 06/15/05 7.875 3,115 3,272 7.875 320 335 Continental Cablevision - Sr. Notes 8.3% due 05/15/06 8.300 2,940 3,156 8.300 120 129 CSC Holdings, Inc. - Sr. Notes Ser.144A 7.625% due 04/01/11 7.625 2,780 2,647 7.625 185 176 Sr Sub Deb 05-15-16 10.500 20 22 EchoStar DBS Corp. - Sr. Notes 9.375% due 02/01/09 9.375 965 963 9.375 35 34 Garden State Newspapers, Inc., Sr Sub Note 07-01-11 8.625 45 42 Jones Intercable, Inc., Sr Note 04-15-08 7.625 90 92 Lenfest Communications, Inc. 8.375% due 11/01/05 8.375 1,690 1,810 8.375 40 43 Mediacom LLC 9.5% due 01/15/13 9.500 1,340 1,280 Mediacom LLC/Mediacom Capital Corp., Sr Note Ser B 04-15-08 8.500 20 19 Sr Note 01-15-13 (R) 9.500 85 81 News America Holdings, Inc. - Debs. 8.25% due 08/10/18 8.250 1,095 1,090 8.250 125 127 News America, Inc. - Sr. Debs 7.3% due 04/30/28 7.300 1,585 1,409 7.300 55 49 Rogers Cablesystems - Sr. Notes 10.0% due 03/15/05 10.000 1,205 1,265 TCI Communications, Inc. - Debs. 7.875% due 02/15/26 7.875 1,780 1,800 7.875 155 156 Time Warner, Inc. - Debs. 9.125% due 01/15/13 9.125 2,108 2,409 9.125 58 67 Viacom, Inc. - 144A 6.4% due 01/30/06 6.400 1,305 1,324 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Century Communications Corp., Sr Note 03-01-05 $ 80 $ 78 Charter Communications Holdings LLC - Sr. Notes 144A 10.0% due 05/15/11 690 699 Charter Communications Holdings LLC - Sr. Notes 11.125% due 01/15/11 625 659 Clear Channel Communications, Inc. - Sr. Notes 7.875% due 06/15/05 3,435 3,607 Continental Cablevision - Sr. Notes 8.3% due 05/15/06 3,060 3,285 CSC Holdings, Inc. - Sr. Notes Ser.144A 7.625% due 04/01/11 2,965 2,823 Sr Sub Deb 05-15-16 20 22 EchoStar DBS Corp. - Sr. Notes 9.375% due 02/01/09 1,000 997 Garden State Newspapers, Inc., Sr Sub Note 07-01-11 45 42 Jones Intercable, Inc., Sr Note 04-15-08 90 92 Lenfest Communications, Inc. 8.375% due 11/01/05 1,730 1,853 Mediacom LLC 9.5% due 01/15/13 1,340 1,280 Mediacom LLC/Mediacom Capital Corp., Sr Note Ser B 04-15-08 20 19 Sr Note 01-15-13 (R) 85 81 News America Holdings, Inc. - Debs. 8.25% due 08/10/18 1,220 1,217 News America, Inc. - Sr. Debs 7.3% due 04/30/28 1,640 1,458 Rogers Cablesystems - Sr. Notes 10.0% due 03/15/05 1,205 1,265 TCI Communications, Inc. - Debs. 7.875% due 02/15/26 1,935 1,956 Time Warner, Inc. - Debs. 9.125% due 01/15/13 2,166 2,476 Viacom, Inc. - 144A 6.4% due 01/30/06 1,305 1,324 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Viacom, Inc. - Sr. Notes 144A 6.4% due 01/30/06 6.400% $ 1,225 $ 1,243 6.400% $ 80 $ 81 Gtd Sr Note 01-30-06 (R) 6.400 85 85 Viacom, Inc. 7.875% due 07/30/30 7.875 2,430 2,560 ---------- --------- 36,484 2,006 ---------- --------- Medical (0.09%) Dynacare, Inc., Sr Note (Canada) 01-15-06 (Y) 10.750 37 37 Fresenius Medical Care Capital Trust II, Gtd Trust Preferred Security 02-01-08 7.875 10 10 Fresenius Medical Care Capital Trust IV, Gtd Trust Preferred Security 06-15-11 (R) 7.875 95 93 HCA - The Healthcare Co., Sr Note 06-01-06 7.125 340 333 Note 09-01-10 8.750 35 37 HEALTHSOUTH Corp., Sr Note 02-01-08 8.500 55 55 Quest Diagnostic, Inc., Gtd Sr Note 07-12-06 6.750 135 134 Tenet Healthcare Corp., Sr Note 01-15-05 8.000 20 21 Triad Hospitals, Inc., Gtd Sr Note 05-01-09 (R) 8.750 60 61 --------- 781 --------- Metal Production & Fabrication - (0.15%) Yanacocha Receivables - Pass thru Certs. 144A 8.4% due 06/15/05 8.400 1,335 1,308 ---------- 1,308 ---------- Metals & Mining - (0.44%) Newmont Mining Corp.- Notes 8.625% due 05/15/11 8.625 1,575 1,555 8.625 100 98 Phelps Dodge Corp. - Notes 8.75% due 06/01/11 8.750 2,005 1,987 8.750 150 149 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Viacom, Inc. - Sr. Notes 144A 6.4% due 01/30/06 $ 1,305 $ 1,324 Gtd Sr Note 01-30-06 (R) 85 85 Viacom, Inc. 7.875% due 07/30/30 2,430 2,560 ---------- 38,490 ---------- Medical (0.09%) Dynacare, Inc., Sr Note (Canada) 01-15-06 (Y) 37 37 Fresenius Medical Care Capital Trust II, Gtd Trust Preferred Security 02-01-08 10 10 Fresenius Medical Care Capital Trust IV, Gtd Trust Preferred Security 06-15-11 (R) 95 93 HCA - The Healthcare Co., Sr Note 06-01-06 340 333 Note 09-01-10 35 37 HEALTHSOUTH Corp., Sr Note 02-01-08 55 55 Quest Diagnostic, Inc., Gtd Sr Note 07-12-06 135 134 Tenet Healthcare Corp., Sr Note 01-15-05 20 21 Triad Hospitals, Inc., Gtd Sr Note 05-01-09 (R) 60 61 ---------- 781 ---------- Metal Production & Fabrication - (0.15%) Yanacocha Receivables - Pass thru Certs. 144A 8.4% due 06/15/05 1,335 1,308 ---------- 1,308 ---------- Metals & Mining - (0.44%) Newmont Mining Corp.- Notes 8.625% due 05/15/11 1,675 1,653 Phelps Dodge Corp. - Notes 8.75% due 06/01/11 2,155 2,136 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION WMC Finance (USA), Ltd., Gtd Note (Australia) 11-15-03 (Y) 6.500% $ 80 $ 81 ---------- --------- $ 3,542 328 ---------- --------- Municipals - (0.36%) New Hampshire State - Taxable Pease Dev. Auth. 7.7% due 07/01/12 7.700% $ 3,000 3,157 ---------- Mortgage Banking (0.19%) AMRESCO Residential Securities Corp. Mortgage Loan Trust, Pass Thru Ctf Ser 1998-1 Class A-6 08-25-27 6.510 143 144 Citibank Credit Card Master Trust I, Class A Credit Card Part Cert Ser 1997-2 02-15-04 6.550 130 132 Commercial Mortgage Acceptance Corp., Pass Thru Ctf Ser 1999-C1 Class A-1 08-15-08 6.790 70 72 ContiMortgage Home Equity Loan Trust, Pass Thru Ctf Ser 1995-2 Class A-5 08-15-25 8.100 9 9 Credit Suisse First Boston Mortgage Securities Corp., Commercial Mtg Pass Thru Ctf Ser 1998-C1 Class A-1A 12-17-07 6.260 239 242 EQCC Home Equity Loan Trust, Pass Thru Ctf Ser 1997-3 Class A-9 02-15-29 6.570 145 146 GMAC Commercial Mortgage Securities, Inc., Pass Thru Ctf Ser 1997-C1 Class A-2 07-15-29 6.853 50 51 Pass Thru Ctf Ser 1998-C1 Class A-1 05-15-30 6.411 244 247 IMC Home Equity Loan Trust, Pass Thru Ctf Ser 1998-1 Class A-4 03-20-25 6.600 15 15 LB Commercial Conduit Mortgage Trust, Pass Thru Ctf Ser 1999-C1 Class A-1 08-15-07 6.410 50 51 Money Store Home Equity Trust (The), Pass Thru Ctf Ser 1997-D Class AF-7 12-15-38 6.485 15 15 Morgan Stanley Capital I, Inc., Pass Thru Ctf Ser 1997-WF1 Class A-1 10-15-06 (R) 6.830 217 224 Pass Thru Ctf Ser 1999-CAM1 Class A-3 11-15-08 6.920 140 144 Salomon Brothers Mortgage Securities VII, Inc., Mtg Pass Thru Ctf Ser 1997-HUD2 Class A-2 07-25-24 6.750 6 6 Saxon Asset Securities Trust, Pass Thru Ctf Ser 2000-2 Class AF-2 06-25-15 7.965 105 107 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION WMC Finance (USA), Ltd., Gtd Note (Australia) 11-15-03 (Y) $ 80 $ 81 ---------- 3,870 ---------- Municipals - (0.36%) New Hampshire State - Taxable Pease Dev. Auth. 7.7% due 07/01/12 3,000 3,157 ---------- Mortgage Banking (0.19%) AMRESCO Residential Securities Corp. Mortgage Loan Trust, Pass Thru Ctf Ser 1998-1 Class A-6 08-25-27 143 144 Citibank Credit Card Master Trust I, Class A Credit Card Part Cert Ser 1997-2 02-15-04 130 132 Commercial Mortgage Acceptance Corp., Pass Thru Ctf Ser 1999-C1 Class A-1 08-15-08 70 72 ContiMortgage Home Equity Loan Trust, Pass Thru Ctf Ser 1995-2 Class A-5 08-15-25 9 9 Credit Suisse First Boston Mortgage Securities Corp., Commercial Mtg Pass Thru Ctf Ser 1998-C1 Class A-1A 12-17-07 239 242 EQCC Home Equity Loan Trust, Pass Thru Ctf Ser 1997-3 Class A-9 02-15-29 145 146 GMAC Commercial Mortgage Securities, Inc., Pass Thru Ctf Ser 1997-C1 Class A-2 07-15-29 50 51 Pass Thru Ctf Ser 1998-C1 Class A-1 05-15-30 244 247 IMC Home Equity Loan Trust, Pass Thru Ctf Ser 1998-1 Class A-4 03-20-25 15 15 LB Commercial Conduit Mortgage Trust, Pass Thru Ctf Ser 1999-C1 Class A-1 08-15-07 50 51 Money Store Home Equity Trust (The), Pass Thru Ctf Ser 1997-D Class AF-7 12-15-38 15 15 Morgan Stanley Capital I, Inc., Pass Thru Ctf Ser 1997-WF1 Class A-1 10-15-06 (R) 217 224 Pass Thru Ctf Ser 1999-CAM1 Class A-3 11-15-08 140 144 Salomon Brothers Mortgage Securities VII, Inc., Mtg Pass Thru Ctf Ser 1997-HUD2 Class A-2 07-25-24 6 6 Saxon Asset Securities Trust, Pass Thru Ctf Ser 2000-2 Class AF-2 06-25-15 105 107 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION UCFC Home Equity Loan Trust, Pass Thru Ctf Ser 1997-A1 Class A-8 06-15-28 7.220% $ 8 $ 8 Pass Thru Ctf Ser 1997-B Class A-6 10-15-28 6.900 56 58 --------- 1,671 --------- Natural Gas Distribution - (0.68%) Enron Corp. - Notes 144A 8.0% due 08/15/05 8.000% $ 2,510 $ 2,588 Keyspan Corp. - Sr. Notes 8.0% due 11/15/30 8.000 1,660 1,782 Louis Dreyfus Natural Gas Corp. 6.875% due 12/01/07 6.875 1,690 1,683 ---------- 6,053 ---------- Oil & Natural Gas Exploration & Production - (2.34%) Alberta Energy, Ltd. - Notes 8.125% due 09/15/30 8.125 1,800 1,940 8.125 200 218 Chesapeake Energy Corp. 8.125% due 04/01/11 8.125 920 865 8.125 45 42 Forest Oil Corp. - Sr. Notes 144A 8.0% due 06/15/08 8.000 1,010 985 8.000 80 78 Louis Dreyfus Natural Gas Corp., Note 12-01-07 6.875 40 40 NRG Energy, Inc. 7.75% due 04/01/11 7.750 2,445 2,474 Occidental Petroleum Corp. - Sr. Debs. 10.125% due 09/15/09 10.125 3,000 3,498 10.125 15 18 Ocean Energy, Inc. 8.875% due 07/15/07 8.875 1,325 1,404 8.875 20 21 Petrobras International Finance Co., Sr Note 07-06-11 (R)+ 9.750 70 70 Petroleum Geo-Services ASA - Sr. Notes 7.125% due 03/30/28 7.125 2,165 1,772 7.125 50 41 Santa Fe Snyder Corp., Sr Sub Note 06-15-07 8.750 20 21 Snyder Oil Corp. 8.75% due 06/15/07 8.750 805 853 Transocean Forex, Inc. -Notes 144A 7.5% due 04/15/31 7.500 2,460 2,463 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION UCFC Home Equity Loan Trust, Pass Thru Ctf Ser 1997-A1 Class A-8 06-15-28 $ 8 $ 8 Pass Thru Ctf Ser 1997-B Class A-6 10-15-28 56 58 ---------- 1,671 ---------- Natural Gas Distribution - (0.68%) Enron Corp. - Notes 144A 8.0% due 08/15/05 2,510 2,588 Keyspan Corp. - Sr. Notes 8.0% due 11/15/30 1,660 1,782 Louis Dreyfus Natural Gas Corp. 6.875% due 12/01/07 1,690 1,683 ---------- 6,053 ---------- Oil & Natural Gas Exploration & Production - (2.34%) Alberta Energy, Ltd. - Notes 8.125% due 09/15/30 2,000 2,158 Chesapeake Energy Corp. 8.125% due 04/01/11 965 907 Forest Oil Corp. - Sr. Notes 144A 8.0% due 06/15/08 1,090 1,063 Louis Dreyfus Natural Gas Corp., Note 12-01-07 40 40 NRG Energy, Inc. 7.75% due 04/01/11 2,445 2,474 Occidental Petroleum Corp. - Sr. Debs. 10.125% due 09/15/09 3,015 3,516 Ocean Energy, Inc. 8.875% due 07/15/07 1,345 1,425 Petrobras International Finance Co., Sr Note 07-06-11 (R)+ 70 70 Petroleum Geo-Services ASA - Sr. Notes 7.125% due 03/30/28 2,215 1,813 Santa Fe Snyder Corp., Sr Sub Note 06-15-07 20 21 Snyder Oil Corp. 8.75% due 06/15/07 805 853 Transocean Forex, Inc. -Notes 144A 7.5% due 04/15/31 2,460 2,463 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Transocean Sedco Forex, Inc., Note 04-15-31 (R) 7.500% $ 115 $ 115 Union Pacific Resources Group, Inc. - Debs. 7.15% due 05/15/28 7.150% $ 2,685 $ 2,570 7.150 75 73 Valero Energy Corp. - Notes 8.375% due 06/15/05 8.375 1,005 1,077 8.375 80 86 ---------- --------- 19,901 823 ---------- --------- Oil - Equipment & Service - (0.32%) Humpuss Funding Corp. - 144A 7.72% due 12/15/09 7.720 998 805 TOSCO Corp. 8.125% due 02/15/30 8.125 1,840 2,006 ---------- 2,811 ---------- Paper & Forest Products - (0.73%) Georgia Pacific Corp. - Notes 7.5% due 05/15/06 7.500 1,550 1,558 7.500 120 120 8.875% due 05/15/31 8.875 1,635 1,637 8.875 135 137 International Paper Co. 8.125% due 07/08/05 8.125 2,540 2,689 8.125 260 275 ---------- --------- 5,884 532 ---------- --------- Paper Products - (0.33%) Stora Enso Corp. - Notes 7.375% due 05/15/11 7.375 2,545 2,578 7.375 370 375 ---------- --------- Personal & Commercial Lending - (6.56%) Citigroup, Inc. 6.5% due 01/18/11 6.500 1,645 1,633 Commercial Mortgage Acceptance Corp. - Ser. 1991-C1 A1 6.79% due 06/15/31 6.790 3,157 3,232 CS First Boston Mortgage Securities Corp. - Ser. 1998-C1 A1A 6.26% due 04/11/30 6.260 5,095 5,153 Deutsche Mortgage & Asset Receiving Corp. - Ser. 1998-C1 Cl. C 6.861% due 03/15/08 6.861 2,170 2,155 EQCC Home Equity Loan Trust 6.57% due 02/15/29 6.570 2,120 2,142 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Transocean Sedco Forex, Inc., Note 04-15-31 (R) $ 115 $ 115 Union Pacific Resources Group, Inc. - Debs. 7.15% due 05/15/28 2,760 2,643 Valero Energy Corp. - Notes 8.375% due 06/15/05 1,085 1,163 ---------- 20,724 ---------- Oil - Equipment & Service - (0.32%) Humpuss Funding Corp. - 144A 7.72% due 12/15/09 998 805 TOSCO Corp. 8.125% due 02/15/30 1,840 2,006 ---------- 2,811 ---------- Paper & Forest Products - (0.73%) Georgia Pacific Corp. - Notes 7.5% due 05/15/06 1,670 1,678 8.875% due 05/15/31 1,770 1,774 International Paper Co. 8.125% due 07/08/05 2,800 2,964 ---------- 6,416 ---------- Paper Products - (0.33%) Stora Enso Corp. - Notes 7.375% due 05/15/11 2,915 2,953 ---------- Personal & Commercial Lending - (6.56%) Citigroup, Inc. 6.5% due 01/18/11 1,645 1,633 Commercial Mortgage Acceptance Corp. - Ser. 1991-C1 A1 6.79% due 06/15/31 3,157 3,232 CS First Boston Mortgage Securities Corp. - Ser. 1998-C1 A1A 6.26% due 04/11/30 5,095 5,153 Deutsche Mortgage & Asset Receiving Corp. - Ser. 1998-C1 Cl. C 6.861% due 03/15/08 2,170 2,155 EQCC Home Equity Loan Trust 6.57% due 02/15/29 2,120 2,142 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Ford Motor Credit Co. - Notes 6.875% due 02/01/06 6.875% $ 2,095 $ 2,122 General Motors Acceptance Corp. 7.5% due 07/15/05 7.500 2,535 2,651 GMAC Commercial Mortgage Securities, Inc. - 1997-C1 A2 6.853% due 09/15/06 6.853 7,325 7,540 Household Finance Corp. - Notes 8.0% due 07/15/10 8.000 1,650 1,767 Household Financial Corp. 6.5% due 01/24/06 6.500 1,620 1,642 Household Financial Corp. - Notes 8.0% due 05/09/05 8.000 3,175 3,387 LB Commercial Conduit Mortgage Trust - Ser. 1999-C1 6.41% due 08/15/07 6.410 3,264 3,311 Midland Funding Corp. II - Debs. 11.75% due 07/23/05 11.750 4,665 5,132 Money Store Home Equity Trust - Ser. 1997-C1 DAF7 6.485% due 12/15/28 6.485 3,791 3,843 Takefuji Corp. 9.2% due 04/15/11 9.200 2,110 2,178 Tiers Fixed Rate Certificates Ser. 2001 144A 7.2% due 06/15/04 7.200 3,095 3,095 UCFC Home Equity Loan 7.18% due 02/15/25 7.180 1,115 1,149 UCFC Home Equity Loan - Ser. 1997-A1 A8 7.22% due 06/15/28 7.220 5,660 5,841 ---------- 57,973 ---------- Pollution Control - (0.10%) Waste Management, Inc. - Sr. Notes 7.375% due 08/01/10 7.375 875 876 ---------- Real Estate Development - (0.13%) EOP Operating LP 6.625% due 02/15/05 6.625 985 991 6.625% $ 170 $ 173 ---------- --------- 991 173 ---------- --------- --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Ford Motor Credit Co. - Notes 6.875% due 02/01/06 $ 2,095 $ 2,122 General Motors Acceptance Corp. 7.5% due 07/15/05 2,535 2,651 GMAC Commercial Mortgage Securities, Inc. - 1997-C1 A2 6.853% due 09/15/06 7,325 7,540 Household Finance Corp. - Notes 8.0% due 07/15/10 1,650 1,767 Household Financial Corp. 6.5% due 01/24/06 1,620 1,642 Household Financial Corp. - Notes 8.0% due 05/09/05 3,175 3,387 LB Commercial Conduit Mortgage Trust - Ser. 1999-C1 6.41% due 08/15/07 3,264 3,311 Midland Funding Corp. II - Debs. 11.75% due 07/23/05 4,665 5,132 Money Store Home Equity Trust - Ser. 1997-C1 DAF7 6.485% due 12/15/28 3,791 3,843 Takefuji Corp. 9.2% due 04/15/11 2,110 2,178 Tiers Fixed Rate Certificates Ser. 2001 144A 7.2% due 06/15/04 3,095 3,095 UCFC Home Equity Loan 7.18% due 02/15/25 1,115 1,149 UCFC Home Equity Loan - Ser. 1997-A1 A8 7.22% due 06/15/28 5,660 5,841 ---------- 57,973 ---------- Pollution Control - (0.10%) Waste Management, Inc. - Sr. Notes 7.375% due 08/01/10 875 876 ---------- Real Estate Development - (0.13%) EOP Operating LP 6.625% due 02/15/05 1,155 1,164 ---------- 1,164 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Real Estate Investment Trust - (2.48%) American Health Properties, Inc. - Notes 7.5% due 01/15/07 7.500% $ 1,350 $ 1,332 7.500% $ 20 $ 20 Amresco Residential Securities - Mtge. Loan 6.51% due 08/25/27 6.510 7,496 7,583 Cabot Industrial Properties LP - Notes 7.125% due 05/01/04 7.125 1,975 2,014 7.125 25 25 Camden Property Trust - Sr. Notes 7.0% due 04/15/04 7.000 2,170 2,205 7.000 30 31 Healthcare Realty Trust IN - Sr. Notes 8.125% due 05/01/11 8.125 1,570 1,563 8.125 105 105 IMC Home Equity Loan Trust - Ser. 1998-1 A4 6.6% due 03/20/25 6.600 3,280 3,346 Liberty Property LP - Notes 6.6% due 06/05/02 6.600 1,675 1,708 6.600 40 40 Mack-Cali Realty LP - Notes 7.75% due 02/15/11 7.750 1,655 1,673 7.750 210 212 ProLogis Trust, Sr Note 04-15-04 6.700 25 25 ---------- --------- 21,424 458 ---------- --------- Real Estate Operations - (0.23%) HMH Properties, Inc. - Ser. A 7.875% due 08/01/05 7.875 2,075 2,002 ---------- Retail - Department Stores - (0.20%) Kingdom MART Corp. - Notes 144A 9.875% due 06/15/08 9.875 1,540 1,498 Kmart Corp., Sr Note 06-15-08 (R) 9.875 125 123 Kohl's Corp., Note 03-01-11 (R) 6.300 170 170 ---------- --------- 1,498 293 ---------- --------- Retail - Food - (0.29%) Delhaize America, Inc. 8.125% due 04/15/11 8.125 2,330 2,430 8.125 110 114 ---------- --------- --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Real Estate Investment Trust - (2.48%) American Health Properties, Inc. - Notes 7.5% due 01/15/07 $ 1,370 $ 1,352 Amresco Residential Securities - Mtge. Loan 6.51% due 08/25/27 7,496 7,583 Cabot Industrial Properties LP - Notes 7.125% due 05/01/04 2,000 2,039 Camden Property Trust - Sr. Notes 7.0% due 04/15/04 2,200 2,236 Healthcare Realty Trust IN - Sr. Notes 8.125% due 05/01/11 1,675 1,668 IMC Home Equity Loan Trust - Ser. 1998-1 A4 6.6% due 03/20/25 3,280 3,346 Liberty Property LP - Notes 6.6% due 06/05/02 1,715 1,748 Mack-Cali Realty LP - Notes 7.75% due 02/15/11 1,865 1,885 ProLogis Trust, Sr Note 04-15-04 25 25 ---------- 21,882 ---------- Real Estate Operations - (0.23%) HMH Properties, Inc. - Ser. A 7.875% due 08/01/05 2,075 2,002 ---------- Retail - Department Stores - (0.20%) Kingdom MART Corp. - Notes 144A 9.875% due 06/15/08 1,540 1,498 Kmart Corp., Sr Note 06-15-08 (R) 125 123 Kohl's Corp., Note 03-01-11 (R) 170 170 ---------- 1,791 ---------- Retail - Food - (0.29%) Delhaize America, Inc. 8.125% due 04/15/11 2,440 2,544 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Telecommunication Equipment - (0.96%) BellSouth Capital Funding - Debs. 7.875% due 02/15/30 7.875% $ 1,740 $ 1,853 7.875% $ 80 $ 86 Deutsche Telekom International Finance 7.75% due 06/15/05 7.750 3,100 3,241 7.750 230 240 8.25% due 06/15/30 8.250 1,680 1,728 8.250 130 132 Vulcan Materials - Notes 6.4% due 02/01/06 6.400 1,190 1,195 ---------- --------- 8,017 458 ---------- --------- Telecommunication Services - (3.45%) AT&T Wireless Group - Sr. Notes Ser.144A 8.75% due 03/01/31 8.750 3,195 3,319 8.750 260 270 Citizens Communications Co. - Notes 8.5% due 05/15/06 8.500 1,555 1,597 8.500 115 118 9.25% due 05/15/11 9.250 1,555 1,617 9.250 115 121 Cox Communications, Inc. - Notes 7.75% due 11/01/10 7.750 1,785 1,864 7.750 155 162 Crown Castle International Corp. - Sr. Notes 9.0% due 05/15/11 9.000 645 561 9.000 30 27 Crown Castle International Corp. - Sr. Notes 144A 9.375% due 08/01/11 9.375 435 385 9.375 65 58 Dominion Resources, Inc. 8.125% due 06/15/10 8.125 2,680 2,886 8.125 60 65 France Telecom SA - Notes 144A 8.5% due 03/01/31 8.500 2,490 2,611 8.500 195 204 Qwest Capital Funding, Inc., Bond 02-15-31 (R) 7.750 260 254 Telefonos De Mexico, SA - Sr. Notes 144A 8.25% due 01/26/06 8.250 3,400 3,494 8.250 200 207 Tellus Corp. NT 8.0% due 06/01/11 8.000 2,490 2,545 8.000 200 203 Triton PCS, Inc. - Sr. Sub Notes 9.375% due 02/01/11 9.375 730 708 9.375 30 29 Verizon Global Funding Corp. - Bonds 144A 7.75% due 12/01/30 7.750 1,740 1,790 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Telecommunication Equipment - (0.96%) BellSouth Capital Funding - Debs. 7.875% due 02/15/30 $ 1,820 $ 1,939 Deutsche Telekom International Finance 7.75% due 06/15/05 3,330 3,481 8.25% due 06/15/30 1,810 1,860 Vulcan Materials - Notes 6.4% due 02/01/06 1,190 1,195 ---------- 8,475 ---------- Telecommunication Services - (3.45%) AT&T Wireless Group - Sr. Notes Ser.144A 8.75% due 03/01/31 3,455 3,589 Citizens Communications Co. - Notes 8.5% due 05/15/06 1,670 1,715 9.25% due 05/15/11 1,670 1,738 Cox Communications, Inc. - Notes 7.75% due 11/01/10 1,940 2,026 Crown Castle International Corp. - Sr. Notes 9.0% due 05/15/11 675 588 Crown Castle International Corp. - Sr. Notes 144A 9.375% due 08/01/11 500 443 Dominion Resources, Inc. 8.125% due 06/15/10 2,740 2,951 France Telecom SA - Notes 144A 8.5% due 03/01/31 2,685 2,815 Qwest Capital Funding, Inc., Bond 02-15-31 (R) 260 254 Telefonos De Mexico, SA - Sr. Notes 144A 8.25% due 01/26/06 3,600 3,701 Tellus Corp. NT 8.0% due 06/01/11 2,690 2,748 Triton PCS, Inc. - Sr. Sub Notes 9.375% due 02/01/11 760 737 Verizon Global Funding Corp. - Bonds 144A 7.75% due 12/01/30 1,740 1,790 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Voicestream Wireless Corp. 11.5% due 09/15/09 11.500% $ 1,540 $ 1,771 11.500% $ 20 $ 23 Worldcom, Inc. Bond 05-15-31*** 8.250 135 135 8.0% due 05/15/06 8.000 3,125 3,240 8.000 225 233 ---------- --------- 28,388 2,109 ---------- --------- Telephone - (1.40%) LCI International, Inc. - Sr. Notes 7.25% due 06/15/07 7.250 2,205 2,267 7.250 30 30 Metronet Communications Corp. - Sr. Disc. Notes 0.0% due 11/01/07 Zero 1,695 1,593 MetroNet Communications Corp. - Sr. Notes 12.0% due 08/15/07 12.000 1,770 1,950 12.000 15 16 Sr Disc Note, Step Coupon (10.750%, 11-01-02) (Canada) 11-01-07 (A) Zero 135 128 Pinnacle Partners 8.83% due 08/15/04 8.830 2,355 2,422 Sprint Capital Corp. 6.875% due 11/15/28 6.875 2,450 2,080 6.875 200 168 Sprint Capital Corp. - Notes 7.125% due 01/30/06 7.125 1,550 1,564 7.125 120 121 ---------- --------- 11,876 463 ---------- --------- Transportation Services - (2.49%) America West Airlines, Inc. - Pass thru Certs. 6.93% due 01/02/08 6.930 1,522 1,519 6.930 3 3 Burlington Northern Santa Fe Corp. 7.95% due 08/15/30 7.950 3,305 3,478 7.950 255 269 Continental Airlines, Inc. - Pass thru Certs. 7.206% due 06/30/04 7.206 2,634 2,671 7.206 102 105 Pass Thru Ctf Ser 1999-1A 02-02-19 6.545 56 55 Delta Air lines, Inc. 7.7% due 12/15/05 7.700 1,935 1,916 7.700 100 98 Northwest Airlines Corp. 8.375% due 03/15/04 8.375 1,350 1,319 8.375 25 25 Northwest Airlines Corp. - Sr. Notes 8.875% due 06/01/06 8.875 1,555 1,491 8.875 115 109 Northwest Airlines Corp. - Ser. 1996-1 8.97% due 01/02/15 8.970 203 214 8.970 4 5 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Voicestream Wireless Corp. 11.5% due 09/15/09 $ 1,560 $ 1,794 Worldcom, Inc. Bond 05-15-31*** 135 135 8.0% due 05/15/06 3,350 3,473 ---------- 30,497 ---------- Telephone - (1.40%) LCI International, Inc. - Sr. Notes 7.25% due 06/15/07 2,235 2,297 Metronet Communications Corp. - Sr. Disc. Notes 0.0% due 11/01/07 1,695 1,593 MetroNet Communications Corp. - Sr. Notes 12.0% due 08/15/07 1,785 1,966 Sr Disc Note, Step Coupon (10.750%, 11-01-02) (Canada) 11-01-07 (A) 135 128 Pinnacle Partners 8.83% due 08/15/04 2,355 2,422 Sprint Capital Corp. 6.875% due 11/15/28 2,650 2,248 Sprint Capital Corp. - Notes 7.125% due 01/30/06 1,670 1,685 ---------- 12,339 ---------- Transportation Services - (2.49%) America West Airlines, Inc. - Pass thru Certs. 6.93% due 01/02/08 1,525 1,522 Burlington Northern Santa Fe Corp. 7.95% due 08/15/30 3,560 3,747 Continental Airlines, Inc. - Pass thru Certs. 7.206% due 06/30/04 2,736 2,776 Pass Thru Ctf Ser 1999-1A 02-02-19 56 55 Delta Air lines, Inc. 7.7% due 12/15/05 2,035 2,014 Northwest Airlines Corp. 8.375% due 03/15/04 1,375 1,344 Northwest Airlines Corp. - Sr. Notes 8.875% due 06/01/06 1,670 1,600 Northwest Airlines Corp. - Ser. 1996-1 8.97% due 01/02/15 207 219 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION NWA Trust - Sr. Notes 9.25% due 06/21/14 9.250% $ 2,198 $ 2,377 Sr Note Ser A 12-21-12 9.250% $ 36 $ 39 Railcar Trust - Pass thru Notes - Ser. 1992-1 7.75% due 06/01/04 7.750 1,304 1,354 7.750 54 56 U.S. Air, Inc. - Pass thru Certs. - Ser. 1990-A1 11.2% due 03/19/05 11.200 984 1,018 11.200 29 30 United Air Lines 7.032% due 04/01/12 7.032 2,339 2,393 7.032 66 66 Pass Thru Ctf Ser 2000-1 Class A-1 01-01-14 7.783 71 73 Wisconsin Central Transportation Corp. - Notes 6.625% due 04/15/08 6.625 1,360 1,360 6.625 8 8 ---------- --------- 21,110 941 ---------- --------- U.S. Government Agencies - (29.10%) Federal National Mortgage Assoc. 15 Yr Pass Thru Ctf 12-01-12 to 05-01-16 6.500 2,420 2,428 15 Yr Pass Thru Ctf 11-01-14 to 02-01-16 7.000 904 920 15 Yr Pass Thru Ctf 12-01-14 5.500 516 498 15 Yr Pass Thru Ctf 05-01-16 to 06-01-16 6.000 1,273 1,229 Note 03-15-11 5.500 1,780 1,692 Note 01-15-30 7.125 1,650 1,759 Pass Thru Ctf Ser 1997-M8 Class A-1 01-25-22 6.940 3 2 30 Yr Pass Thru Ctf 06-01-30 to 02-01-31 7.500 1,330 1,358 30 Yr Pass Thru Ctf 12-01-30 to 06-01-31 7.000 1,795 1,783 30 Yr Pass Thru Ctf 02-01-31 to 05-01-31 6.000 179 175 5.5% due 12/01/14 5.500 11,774 11,369 6.0% due 09/01/14 6.000 8,669 8,561 6.0% due 05/01/16 6.000 4,135 4,073 6.0% due 02/01/31 6.000 4,231 4,060 6.0% due 04/01/31 6.000 3,268 3,136 6.0% due 05/01/31 6.000 3,463 3,411 6.5% due 09/01/13 6.500 102 102 6.5% due 07/01/14 6.500 7,685 7,724 6.5% due 11/01/14 6.500 115 116 6.5% due 01/01/15 6.500 56 56 6.5% due 02/01/15 6.500 91 92 6.5% due 06/01/15 6.500 430 431 6.5% due 11/01/28 6.500 9,358 9,226 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION NWA Trust - Sr. Notes 9.25% due 06/21/14 $ 2,198 $ 2,377 Sr Note Ser A 12-21-12 36 39 Railcar Trust - Pass thru Notes - Ser. 1992-1 7.75% due 06/01/04 1,358 1,410 U.S. Air, Inc. - Pass thru Certs. - Ser. 1990-A1 11.2% due 03/19/05 1,013 1,048 United Air Lines 7.032% due 04/01/12 2,405 2,459 Pass Thru Ctf Ser 2000-1 Class A-1 01-01-14 71 73 Wisconsin Central Transportation Corp. - Notes 6.625% due 04/15/08 1,368 1,368 ---------- 22,051 ---------- U.S. Government Agencies - (29.10%) Federal National Mortgage Assoc. 15 Yr Pass Thru Ctf 12-01-12 to 05-01-16 2,420 2,428 15 Yr Pass Thru Ctf 11-01-14 to 02-01-16 904 920 15 Yr Pass Thru Ctf 12-01-14 516 498 15 Yr Pass Thru Ctf 05-01-16 to 06-01-16 1,273 1,229 Note 03-15-11 1,780 1,692 Note 01-15-30 1,650 1,759 Pass Thru Ctf Ser 1997-M8 Class A-1 01-25-22 3 2 30 Yr Pass Thru Ctf 06-01-30 to 02-01-31 1,330 1,358 30 Yr Pass Thru Ctf 12-01-30 to 06-01-31 1,795 1,783 30 Yr Pass Thru Ctf 02-01-31 to 05-01-31 179 175 5.5% due 12/01/14 11,774 11,369 6.0% due 09/01/14 8,669 8,561 6.0% due 05/01/16 4,135 4,073 6.0% due 02/01/31 4,231 4,060 6.0% due 04/01/31 3,268 3,136 6.0% due 05/01/31 3,463 3,411 6.5% due 09/01/13 102 102 6.5% due 07/01/14 7,685 7,724 6.5% due 11/01/14 115 116 6.5% due 01/01/15 56 56 6.5% due 02/01/15 91 92 6.5% due 06/01/15 430 431 6.5% due 11/01/28 9,358 9,226 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION 7.0% due 09/01/10 7.000% $ 3,574 $ 3,645 7.0% due 11/01/14 7.000 5,162 5,249 7.0% due 03/01/31 7.000 8,257 8,293 7.385% due 03/25/21 7.385 920 959 7.5% due 02/01/31 7.500 6,720 6,856 7.5% due 02/01/31 7.500 7,150 7,295 8.0% due 04/01/30 8.000 6,310 6,517 8.0% due 06/01/30 8.000 6,259 6,465 Federal National Mortgage Assoc. Ser. 1997-M8 Cl.A 6.94% due 01/25/22 6.940 1,372 1,414 Federal National Mortgage Assoc. - Notes 7.0% due 02/01/16 7.000 4,845 4,926 Government National Mortgage Assoc. 30 Yr Pass Thru Ctf 07-15-26 8.000% $ 20 $ 21 30 Yr Pass Thru Ctf 04-15-28 to 06-15-29 6.500 2,405 2,382 30 Yr Pass Thru Ctf 08-15-28 to 06-15-31*** 7.000 3,857 3,902 30 Yr Pass Thru Ctf 12-15-30 7.500 1,915 1,965 6.0% due 05/15/31 6.000 9,376 9,074 6.5% due 07/15/28 6.500 13,622 13,482 6.5% due 01/15/29 6.500 2,725 2,697 6.5% due 02/15/29 6.500 3,634 3,595 6.5% due 06/15/29 6.500 25,069 24,794 6.5% due 08/15/29 6.500 6,296 6,227 7.0% due 09/15/25 7.000 1,891 1,914 7.0% due 08/15/28 7.000 5,609 5,659 7.0% due 09/15/29 7.000 13,878 14,000 7.0% due 06/15/31 7.000 1,655 1,669 7.0% due 06/15/31 7.000 1,825 1,841 7.0% due 12/31/99 7.000 4,060 4,095 7.5% due 09/15/29 7.500 4,460 4,573 7.5% due 09/15/29 7.500 9,089 9,319 7.5% due 12/15/29 7.500 6,977 7,154 8.0% due 05/15/25 8.000 244 254 8.0% due 06/15/25 8.000 208 216 8.0% due 09/15/25 8.000 444 461 8.0% due 01/15/26 8.000 231 240 8.0% due 08/15/27 8.000 1,207 1,252 8.0% due 07/15/30 8.000 4,075 4,222 8.0% due 07/15/30 8.000 855 885 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION 7.0% due 09/01/10 $ 3,574 $ 3,645 7.0% due 11/01/14 5,162 5,249 7.0% due 03/01/31 8,257 8,293 7.385% due 03/25/21 920 959 7.5% due 02/01/31 6,720 6,856 7.5% due 02/01/31 7,150 7,295 8.0% due 04/01/30 6,310 6,517 8.0% due 06/01/30 6,259 6,465 Federal National Mortgage Assoc. Ser. 1997-M8 Cl.A 6.94% due 01/25/22 1,372 1,414 Federal National Mortgage Assoc. - Notes 7.0% due 02/01/16 4,845 4,926 Government National Mortgage Assoc. 30 Yr Pass Thru Ctf 07-15-26 20 21 30 Yr Pass Thru Ctf 04-15-28 to 06-15-29 2,405 2,382 30 Yr Pass Thru Ctf 08-15-28 to 06-15-31*** 3,857 3,902 30 Yr Pass Thru Ctf 12-15-30 1,915 1,965 6.0% due 05/15/31 9,376 9,074 6.5% due 07/15/28 13,622 13,482 6.5% due 01/15/29 2,725 2,697 6.5% due 02/15/29 3,634 3,595 6.5% due 06/15/29 25,069 24,794 6.5% due 08/15/29 6,296 6,227 7.0% due 09/15/25 1,891 1,914 7.0% due 08/15/28 5,609 5,659 7.0% due 09/15/29 13,878 14,000 7.0% due 06/15/31 1,655 1,669 7.0% due 06/15/31 1,825 1,841 7.0% due 12/31/99 4,060 4,095 7.5% due 09/15/29 4,460 4,573 7.5% due 09/15/29 9,089 9,319 7.5% due 12/15/29 6,977 7,154 8.0% due 05/15/25 244 254 8.0% due 06/15/25 208 216 8.0% due 09/15/25 444 461 8.0% due 01/15/26 231 240 8.0% due 08/15/27 1,207 1,252 8.0% due 07/15/30 4,075 4,222 8.0% due 07/15/30 855 885 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION 8.0% due 07/15/30 8.000% $ 323 $ 334 8.5% due 09/15/21 8.500 450 476 8.5% due 01/15/31 8.500 12,999 13,584 9.0% due 05/15/21 9.000 396 425 9.0% due 08/15/21 9.000 375 402 9.5% due 06/15/16 9.500 317 347 ---------- --------- 237,167 $ 20,114 ---------- --------- U.S. Governmental - (8.84%) U.S. Treasury 3.375% due 01/15/07 3.375 6,938 7,023 U.S. Treasury - Bonds Bond 02-15-23 7.125% $ 675 774 6.25% due 05/15/30 6.250 8,845 9,369 6.250 4,085 4,327 U.S. Treasury - Bonds 8.875% due 08/15/17 8.875 2,919 3,832 8.875 277 363 Infl Indxd Note 01-15-07 3.375 541 550 U.S. Treasury - Notes 5.625% due 05/15/08 5.625 1,195 1,242 5.625 1,145 1,190 5.75% due 08/15/03 5.750 9,005 9,261 5.750 5,655 5,816 5.75% due 08/15/10 5.750 9,670 9,894 5.750 1,780 1,821 7.0% due 07/15/06 7.000 1,124 1,219 7.000 1,582 1,716 7.5% due 02/15/05 7.500 15,816 17,212 7.500 2,295 2,498 ---------- --------- 59,052 19,055 ---------- --------- Utilities (0.32%) AES Corp., Sr Note 06-01-09 9.500 35 36 Sr Note 09-15-10 9.375 20 20 Sr Sub Note 07-15-06 10.250 10 10 AES Eastern Energy, L.P., Pass Thru Ctf Ser 1999-A 01-02-17 9.000 25 25 Avon Energy Partners Holdings, Sr Note (United Kingdom) 12-11-02 (R) (Y) 6.730 40 40 Beaver Valley Funding Corp., Deb 06-01-07 8.625 60 62 Sec Lease Oblig Bond 06-01-17 9.000 23 25 BVPS II Funding Corp., Collateralized Lease Bond 06-01-17 8.890 5 6 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION 8.0% due 07/15/30 $ 323 $ 334 8.5% due 09/15/21 450 476 8.5% due 01/15/31 12,999 13,584 9.0% due 05/15/21 396 425 9.0% due 08/15/21 375 402 9.5% due 06/15/16 317 347 ---------- 257,281 ---------- U.S. Governmental - (8.84%) U.S. Treasury 3.375% due 01/15/07 6,938 7,023 U.S. Treasury - Bonds Bond 02-15-23 675 774 6.25% due 05/15/30 12,930 13,696 U.S. Treasury - Bonds 8.875% due 08/15/17 3,196 4,195 Infl Indxd Note 01-15-07 541 550 U.S. Treasury - Notes 5.625% due 05/15/08 2,340 2,432 5.75% due 08/15/03 14,660 15,077 5.75% due 08/15/10 11,450 11,715 7.0% due 07/15/06 2,706 2,935 7.5% due 02/15/05 18,111 19,710 ---------- 78,107 ---------- Utilities (0.32%) AES Corp., Sr Note 06-01-09 35 36 Sr Note 09-15-10 20 20 Sr Sub Note 07-15-06 10 10 AES Eastern Energy, L.P., Pass Thru Ctf Ser 1999-A 01-02-17 25 25 Avon Energy Partners Holdings, Sr Note (United Kingdom) 12-11-02 (R) (Y) 40 40 Beaver Valley Funding Corp., Deb 06-01-07 60 62 Sec Lease Oblig Bond 06-01-17 23 25 BVPS II Funding Corp., Collateralized Lease Bond 06-01-17 5 6 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Calpine Canada Energy Finance ULC, Gtd Sr Note (Canada) 05-01-08 (Y) 8.500% $ 75 $ 73 Calpine Corp., Sr Note 08-15-05 8.250 65 64 Sr Note 04-01-08 7.875 15 15 Sr Note 02-15-11 8.500 60 58 Cleveland Electric Illuminating Co., 1st Mtg Ser B 05-15-05 9.500 45 47 Sr Sec Note Ser D 11-01-17 7.880 20 20 CMS Energy Corp., Sr Note 05-15-02 8.125 60 61 Sr Note 10-15-07 9.875 15 16 Sr Note 04-15-11 8.500 25 24 Sr Note Ser B 01-15-04 6.750 55 53 EIP Funding-PNM, Sec Fac Bond 10-01-12 10.250 38 41 Exelon Generation Co., LLC, Sr Note 06-15-11 (R) 6.950 245 245 GG1B Funding Corp., Deb 01-15-11 7.430 23 23 HQI Transelec Chile SA, Sr Note (Chile) 04-15-11 (R) (Y) 7.875 130 129 Hydro-Quebec, Gtd Bond Ser HY (Canada) 01-15-22 (Y) 8.400 20 23 Iberdrola International B.V., Note 10-01-02 7.500 35 36 KeySpan Corp., Sr Note 11-15-30 8.000 60 64 Long Island Lighting Co., Deb 03-15-23 8.200 40 41 Mirant Americas Generation, Inc., Pass Thru Ctf Ser MIR 2001-14 06-15-04 (R) 7.200 240 239 Sr Note 05-01-11 (R) 8.300 100 100 Niagara Mohawk Power Corp., Sec Fac Bond 01-01-18 8.770 43 44 Northeast Utilities, Note Ser A 12-01-06 8.580 6 6 NRG Energy, Inc., Sr Note 04-01-11 7.750 200 203 --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Calpine Canada Energy Finance ULC, Gtd Sr Note (Canada) 05-01-08 (Y) $ 75 $ 73 Calpine Corp., Sr Note 08-15-05 65 64 Sr Note 04-01-08 15 15 Sr Note 02-15-11 60 58 Cleveland Electric Illuminating Co., 1st Mtg Ser B 05-15-05 45 47 Sr Sec Note Ser D 11-01-17 20 20 CMS Energy Corp., Sr Note 05-15-02 60 61 Sr Note 10-15-07 15 16 Sr Note 04-15-11 25 24 Sr Note Ser B 01-15-04 55 53 EIP Funding-PNM, Sec Fac Bond 10-01-12 38 41 Exelon Generation Co., LLC, Sr Note 06-15-11 (R) 245 245 GG1B Funding Corp., Deb 01-15-11 23 23 HQI Transelec Chile SA, Sr Note (Chile) 04-15-11 (R) (Y) 130 129 Hydro-Quebec, Gtd Bond Ser HY (Canada) 01-15-22 (Y) 20 23 Iberdrola International B.V., Note 10-01-02 35 36 KeySpan Corp., Sr Note 11-15-30 60 64 Long Island Lighting Co., Deb 03-15-23 40 41 Mirant Americas Generation, Inc., Pass Thru Ctf Ser MIR 2001-14 06-15-04 (R) 240 239 Sr Note 05-01-11 (R) 100 100 Niagara Mohawk Power Corp., Sec Fac Bond 01-01-18 43 44 Northeast Utilities, Note Ser A 12-01-06 6 6 NRG Energy, Inc., Sr Note 04-01-11 200 203 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Pinnacle Partners, Sr Note 08-15-04 (R) 8.830% $ 85 $ 87 Pinnacle West Capital Corp., Sr Note 04-01-06 6.400 85 84 PNPP II Funding Corp., Deb 05-30-16 9.120 40 43 PSEG Energy Holdings, Inc., Sr Note 02-15-08 (R) 8.625 55 56 PSEG Power LLC, Sr Note 04-15-31 (R) 8.625 130 140 Sierra Pacific Power Co., 1st Mtg Note 06-01-08 (R) 8.000 330 332 Sierra Pacific Resources, Note 05-15-05 8.750 45 46 TXU Electric Capital V, Gtd Capital Sec 01-30-37 8.175 35 34 Waterford 3 Funding Corp., Sec Lease Oblig Bond 01-02-17 8.090 56 58 Xcel Energy, Inc., Sr Note 12-01-10 7.000 70 70 --------- 2,799 --------- Waste Disposal Service & Equip (0.00%) Waste Management, Inc., Sr Note 08-01-10 7.375 30 30 --------- ---------- --------- TOTAL CORPORATE AND PUBLICLY-TRADED-BONDS (92.56%) 755,282 62,906 ---------- --------- --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Pinnacle Partners, Sr Note 08-15-04 (R) $ 85 $ 87 Pinnacle West Capital Corp., Sr Note 04-01-06 85 84 PNPP II Funding Corp., Deb 05-30-16 40 43 PSEG Energy Holdings, Inc., Sr Note 02-15-08 (R) 55 56 PSEG Power LLC, Sr Note 04-15-31 (R) 130 140 Sierra Pacific Power Co., 1st Mtg Note 06-01-08 (R) 330 332 Sierra Pacific Resources, Note 05-15-05 45 46 TXU Electric Capital V, Gtd Capital Sec 01-30-37 35 34 Waterford 3 Funding Corp., Sec Lease Oblig Bond 01-02-17 56 58 Xcel Energy, Inc., Sr Note 12-01-10 70 70 ---------- 2,799 ---------- Waste Disposal Service & Equip (0.00%) Waste Management, Inc., Sr Note 08-01-10 30 30 ---------- ---------- TOTAL CORPORATE AND PUBLICLY-TRADED-BONDS (92.56%) 818,188 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION NUMBER OF NUMBER OF SHARES OR SHARES OR WARRANTS WARRANTS --------- --------- PREFERRED STOCK - 0.35% Media - TV / Radio CSC Holdings, Inc. 13 $ 1,345 CSC Holdings, Inc. 14 1,529 CSC Holdings, Inc., 11.125% Ser M, Preferred Stock 1,040 $ 111 CSC Holdings, Inc., 11.750%, Ser H, Preferred Stock 1,175 125 ---------- --------- TOTAL PREFERRED STOCK (0.35%) 2,874 236 ---------- --------- WARRANTS Telephone - (0.03%) MetroNet Communications Corp. - CW 144A expires 01/01/80 (Cost $58) 2 239 5 0 ---------- --------- TOTAL WARRANTS (0.03%) 239 0 ---------- --------- SHORT-TERM INVESTMENTS - 6.80% Investments in joint trading accounts 3.97% due 07/02/01 3.970% 53,840 53,840 Investment in joint trading account 3.97% due 07/02/01 U.S. Treasury Bill 3.435% due 09/13/01 Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 6.250% thru 10.625%, due 08-15-15 thru 08-15-23 and U.S. Treasury Notes, 5.625%, due 11-30-02) - Note B 3.970% 6,265 6,265 ---------- --------- 53,840 6,265 ---------- --------- --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION NUMBER OF SHARES OR WARRANTS --------- PREFERRED STOCK - 0.35% Media - TV / Radio CSC Holdings, Inc. 13 $ 1,345 CSC Holdings, Inc. 14 1,529 CSC Holdings, Inc., 11.125% Ser M, Preferred Stock 1,040 111 CSC Holdings, Inc., 11.750%, Ser H, Preferred Stock 1,175 125 ---------- TOTAL PREFERRED STOCK (0.35%) 3,110 ---------- WARRANTS Telephone - (0.03%) MetroNet Communications Corp. - CW 144A expires 01/01/80 (Cost $58) 7 239 ---------- TOTAL WARRANTS (0.03%) 239 ---------- SHORT-TERM INVESTMENTS - 6.80% Investments in joint trading accounts 3.97% due 07/02/01 53,840 53,840 Investment in joint trading account 3.97% due 07/02/01 U.S. Treasury Bill 3.435% due 09/13/01 Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 6.250% thru 10.625%, due 08-15-15 thru 08-15-23 and U.S. Treasury Notes, 5.625%, due 11-30-02) - Note B 6,265 6,265 ---------- 60,105 ---------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Active Bond Fund and the V.A. Bond Fund, combined on June 30, 2001. ----------------------------------------------------------------------------- John Hancock V.S.T. Active Bond Fund John Hancock V.A. Bond Fund ----------------------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000's INTEREST (000's (000's RATE OMITTED) OMITTED) RATE OMITTED) OMITTED) ----------------------------------------------------------------------------- ISSUER DESCRIPTION Cash Equivalents - 27.95% Navigator Securities Lending Prime Portfolio** $ 247,041 ---------- --------- TOTAL SHORT-TERM INVESTMENTS (34.75%) 300,881 6,265 ---------- --------- TOTAL INVESTMENTS (127.68%) 1,059,276 69,407 ---------- --------- OTHER ASSETS AND LIABILITIES, NET(27.68%) (242,979) (1,715) ---------- --------- NET ASSETS (100%) $ 816,297 $ 67,692 ---------- --------- --------------------------- Combined --------------------------- PAR VALUE MARKET VALUE (000's (000'S OMITTED) OMITTED) --------------------------- ISSUER DESCRIPTION Cash Equivalents - 27.95% Navigator Securities Lending Prime Portfolio** $247,041 $ 247,041 ---------- TOTAL SHORT-TERM INVESTMENTS (34.75%) 307,146 ---------- TOTAL INVESTMENTS (127.68%) 1,128,683 ---------- OTHER ASSETS AND LIABILITIES, NET(27.68%) (244,694) ---------- NET ASSETS (100%) $ 883,989 ---------- NOTES TO THE SCHEDULE OF INVESTMENTS (A) Cash interest will be paid on this obligation at the stated rate beginning on the stated date. (R) These securities are exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold, normally to qualified institutional buyers, in transactions exempt from registration. Rule 144A securities amounted to $6,955,627 or 10.28% of net assets as of June 30, 2001. (Y) Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer; however, security is U. S. dollar denominated. * Non-income producing security. ** Credit Ratings are unaudited and rated by Standard & Poor's where available, or Moody's Investor Services or John Hancock Advisers, Inc, where Standard & Poor's ratings are not available. *** A portion of these securities having an aggregate value of $424,471 or 0.63% of the Fund's net assets, has been purchased as forward commitments - that is, the Fund has agreed on trade date to take delivery of and to make payment for this security on a delayed basis subsequent to the date of this schedule. The purchase price and interest rate of these securities are fixed at trade date, although the Fund does not earn any interest on these securities until settlement date. The Fund has instructed its Custodian Bank to segregate assets with a current value at least equal to the amount of the forward commitments. Accordingly, the market value of $433,997 of United States Treasury Note, 5.750%, 08-15-03, has been segregated to cover the forward commitments. + A portion of this security having an aggregate value of $59,849 or 0.09% of the Fund's net assets, has been purchased on a when issued basis. The purchase price and the interest rate of this security is fixed at trade date, although the Fund does not earn any interest on this security until settlement date. The Fund has instructed its Custodian Bank to segregate assets with a current value at least equal to the amount of its when issued commitment. Accordingly, the market value of $61,706 of United States Treasury Note, 5.750%, 08-15-03, has been segregated to cover the when issued commitment. # Represents rate in effect on June 30, 2001. The percentage shown for each investment category is the total value of that category as a percentage of the combined net assets of the Funds. Exhibit C JOHN HANCOCK V.S.T. MONEY MARKET FUND NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS JUNE 30, 2001 Pro forma information is intended to provide the shareholders of the John Hancock V.S.T. Money Market Fund and the John Hancock V.A. Money Market Fund with information about the impact of the proposed merger by indicating how the merger might have affected information had the merger been consummated as of June 30, 2000. The pro forma combined statements of assets and liabilities and results of operations as of June 30, 2001 have been prepared to reflect the merger of John Hancock V.S.T. Money Market Fund and John Hancock V.A. Money Market Fund after giving effect to pro forma adjustments described in the notes below. (a) Acquisition by John Hancock V.S.T. Money Market Fund of all assets of John Hancock V.A. Money Market Fund and issuance of John Hancock V.S.T. Money Market Fund shares in exchange for all of the outstanding shares of John Hancock V.A. Money Market Fund. (b) The deferred organization expense of John Hancock V.A. Money Market Fund was written off as the Fund would no longer be in existence. (c) The investment management fee was adjusted to reflect the application of the fee structure which will be in effect for John Hancock V.S.T. Money Market Fund: 0.25% on an annual basis of the net assets of the Fund. (d) The actual expenses incurred by the John Hancock V.S.T. Money Market Fund and the John Hancock V.A. Money Market Fund were reduced to reflect the estimated savings arising from the merger. John Hancock V.S.T. Money Market Fund Exhibit C Pro-forma combined statement of assets and liabilities June 30, 2001 (000's omitted) John Hancock John Hancock V.S.T. Money V.A. Money Pro-Forma Market Fund Market Fund Adjustments Combined ------------ ------------ ----------- --------- ASSETS Short-term investments at value $ 458,804 $ 143,342 -- $ 602,146 --------- --------- --------- --------- Total investments 458,804 143,342 -- 602,146 Cash -- 1 -- 1 Receivable for: Dividends and interest 618 244 -- 862 Other assets -- 3 -- 3 --------- --------- --------- --------- Total assets 459,422 143,590 -- 603,012 --------- --------- --------- --------- LIABILITIES Payables for: Dividends payable -- 28 -- 28 Payable to affiliates -- 61 -- 61 Accounts payable and accrued expenses -- 6 -- 6 Other liabilities 53 -- -- 53 --------- --------- --------- --------- Total Liabilities 53 95 -- 148 --------- --------- --------- --------- NET ASSETS 459,369 143,495 -- 602,864 ========= ========= ========= ========= Net assets: Capital paid-in 459,369 143,495 -- 602,864 Accumulated net realized gain (loss) on investments, futures and foreign currency transactions (92) -- -- (92) Undistributed (distribution in excess of) net investment income (loss) 92 -- -- 92 --------- --------- --------- --------- 459,369 143,495 -- 602,864 ========= ========= ========= ========= Net assets: V.S.T. Money Market Fund 459,369 -- 143,495(a) 602,864 V.A. Money Market Fund -- 143,495 (143,495)(a) -- --------- --------- --------- --------- 459,369 143,495 -- 602,864 ========= ========= ========= ========= Shares outstanding: V.S.T. Money Market Fund 459,369 -- 143,495(a) 602,864 V.A. Money Market Fund -- 143,495 (143,495)(a) -- --------- --------- --------- --------- 459,369 143,495 -- 602,864 ========= ========= ========= ========= Net assets value per share: V.S.T. Money Market Fund $ 1.00 -- -- $ 1.00 V.A. Money Market Fund -- $ 1.00 $ (1.00)(a) -- ========= ========= ========= ========= John Hancock V.S.T. Money Market Fund Exhibit C Pro-forma combined statement of operations For the year ended June 30, 2001 (000's omitted) John Hancock John Hancock V.S.T. Money V.A. Money Market Fund Market Fund 12 months ended 12 months ended Pro-Forma June 30, 2001 June 30, 2001 Adjustments Combined --------------- --------------- ----------- --------- INVESTMENT INCOME Interest $26,170 $ 4,239 $ -- $30,409 ------- ------- ------- ------- Total investment income 26,170 4,239 -- 30,409 ------- ------- ------- ------- EXPENSES Investment management fee 1,118 380 (186)(c) 1,312 Auditing fees 17 7 (6)(d) 18 Custodian fees 72 24 (13)(d) 83 Accounting and legal services fee -- 15 (15)(d) -- Legal fees 9 1 (1)(d) 9 Printing & mailing fees 44 1 (1)(d) 44 Organization expense -- 2 (2)(b) -- Trustees' fee 5 3 -- 8 Other fees 1 -- -- 1 ------- ------- ------- ------- Total expenses 1,266 433 (224) 1,475 ------- ------- ------- ------- Net investment income 24,904 3,806 224 28,934 Net realized and unrealized gain (loss) -- -- -- -- ------- ------- ------- ------- Net increase (decrease) in net assets resulting from operations $24,904 $ 3,806 $ 224 $28,934 ======= ======= ======= ======= Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Money Market Fund and the V.A. Money Market Fund combined on June 30, 2001. --------------------------------------- John Hancock V.S.T. Money Market Fund --------------------------------------- PAR VALUE MARKET VALUE INTEREST (000's (000'S RATE OMITTED) OMITTED) --------------------------------------- ISSUER, DESCRIPTION COMMERCIAL PAPER Banks - (19.73%) Abbey National North America Corp., 07-12-01 4.630% $ 5,000 $ 4,994 American Centurian Bank 07-10-01 3.960 11,000 11,000 Anz Delaware, Inc. 07-23-01 4.200 5,000 4,988 Bank America NA Charlotte 09-06-01 5.102 5,000 5,001 Branch Banking & Trust Co. 07-03-01 3.970 15,000 15,000 Citibank Canada DTC MMI CD 07-25-01 4.230 8,000 8,000 Credit Suisse First Boston 07-02-01 4.700 2,000 2,000 Credit Suisse First Boston NY 07-09-01 4.605 4,000 3,997 Credit Suisse First Boston, Inc. 08-09-01 5.052 5,000 5,000 Deutsche Bank AG 07-24-01 5.380 4,000 4,000 Deutsche Bank Financial, 07-09-01 Firststar Bank NA Milwaukee WI 08-01-01 3.980 10,000 10,000 Fleet National Bank 09-07-01 5.130 3,000 3,000 LaSalle Bank NA 09-05-01 3.750 14,000 14,000 National Bank of Canada 07-11-01 4.670 6,000 6,000 National City Bank 08-01-01 5.510 2,000 2,000 09-21-01 6.340 5,000 5,017 -------------------------------------------------------------- John Hancock V.A. Money Market Fund Combined -------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000'S (000's (000'S RATE OMITTED) OMITTED) OMITTED) OMITTED) -------------------------------------------------------------- ISSUER, DESCRIPTION COMMERCIAL PAPER Banks - (19.73%) Abbey National North America Corp., 4.630% $ 2,500 $ 2,496 $ 7,500 $ 7,490 American Centurian Bank 11,000 11,000 Anz Delaware, Inc. 5,000 4,988 Bank America NA Charlotte 5,000 5,001 Branch Banking & Trust Co. 15,000 15,000 Citibank Canada DTC MMI CD 8,000 8,000 Credit Suisse First Boston 2,000 2,000 Credit Suisse First Boston NY 4,000 3,997 Credit Suisse First Boston, Inc. 5,000 5,000 Deutsche Bank AG 4,000 4,000 Deutsche Bank Financial, 4.635 4,000 3,996 4,000 3,996 Firststar Bank NA Milwaukee WI 10,000 10,000 Fleet National Bank 3,000 3,000 LaSalle Bank NA 14,000 14,000 National Bank of Canada 6,000 6,000 National City Bank 2,000 2,000 5,000 5,017 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Money Market Fund and the V.A. Money Market Fund combined on June 30, 2001. --------------------------------------- John Hancock V.S.T. Money Market Fund --------------------------------------- PAR VALUE MARKET VALUE INTEREST (000's (000'S RATE OMITTED) OMITTED) --------------------------------------- ISSUER, DESCRIPTION UBS Finance, Inc., 08-08-01 Wells Fargo, 08-02-01 -------- $103,997 -------- Beverages - (0.91%) Coca Cola Co., 08-17-01 Broker Services - (0.81%) Goldman Sachs Group, L.P., 01-07-02 Building - (0.66%) Halifax Group PLC, 08-23-01 Chemicals - (0.62%) Dow Chemical Co., 07-06-01 Cosmetic & Personal Care - (0.41%) Unilever Capital Corp. 09-07-01 5.110% $ 2,500 2,500 -------- Diversified Operations - (2.49%) Ciesco Puerto 07-03-01 4.650 6,000 5,999 Diageo Capital PLC 07-18-01 3.920 9,000 8,984 -------- 14,983 -------- Electric Power - (0.50%) National Rural Utilities Cooperative Finance Corp. 07-19-01 4.200 3,000 2,994 -------- -------------------------------------------------------------- John Hancock V.A. Money Market Fund Combined -------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000'S (000's (000'S RATE OMITTED) OMITTED) OMITTED) OMITTED) -------------------------------------------------------------- ISSUER, DESCRIPTION UBS Finance, Inc., 5.000% $ 3,900 $ 3,879 $ 3,900 $ 3,879 Wells Fargo, 4.500 4,600 4,582 4,600 4,582 -------- -------- 14,953 118,950 -------- -------- Beverages - (0.91%) Coca Cola Co., 4.110 5,500 5,470 5,500 5,470 -------- -------- Broker Services - (0.81%) Goldman Sachs Group, L.P., 3.720 5,000 4,902 5,000 4,902 -------- -------- Building - (0.66%) Halifax Group PLC, 4.140 4,000 3,976 4,000 3,976 -------- -------- Chemicals - (0.62%) Dow Chemical Co., 4.220 3,778 3,776 3,778 3,776 -------- -------- Cosmetic & Personal Care - (0.41%) Unilever Capital Corp. 2,500 2,500 -------- Diversified Operations - (2.49%) Ciesco Puerto 6,000 5,999 Diageo Capital PLC 9,000 8,984 -------- 14,983 -------- Electric Power - (0.50%) National Rural Utilities Cooperative Finance Corp. 3,000 2,994 -------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Money Market Fund and the V.A. Money Market Fund combined on June 30, 2001. --------------------------------------- John Hancock V.S.T. Money Market Fund --------------------------------------- PAR VALUE MARKET VALUE INTEREST (000's (000'S RATE OMITTED) OMITTED) --------------------------------------- ISSUER, DESCRIPTION Finance - (21.64%) Alpine Securitization Corp. 07-19-01 4.250% $ 5,000 $ 4,990 Apreco, Inc. 09-17-01 3.700 12,500 12,401 Centric Capital 07-05-01 4.220 3,600 3,599 07-09-01 4.680 4,000 3,996 Chevron Investment PLC 07-06-01 4.630 8,000 7,996 CIT Group Holdings, Inc., 09-13-01 Corporate Recievables Corp. 09-07-01 3.600 8,000 7,946 Eureka Securitization, Inc. 08-31-01 3.780 10,000 9,937 Falcon Asset Securitization 08-03-01 3.700 13,000 12,957 07-20-01 4.200 1,793 1,789 General Electric Capital Corp. 10-31-01 3.720 14,000 13,825 7/18/2001 4.220 3,700 3,693 Goldman Sachs Group, Inc. 11-26-01 5.485 2,000 2,001 07-10-01 4.560 5,000 4,995 Greenwich Funding Corp. 07-26-01 4.200 1,669 1,664 07-05-01 4.650 1,490 1,489 Household Financial Corp., 07-09-01 International Lease Finance Corp. 07-18-01 4.240 3,977 3,970 Merrill Lynch & Co., Inc. 11-01-01 5.605 2,000 2,001 National Rural Utilities Cooperative Finance Corp. 07-20-01 4.797 2,000 2,000 Sigma Finance Corp. 08-14-01 5.050 3,500 3,479 -------------------------------------------------------------- John Hancock V.A. Money Market Fund Combined -------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000'S (000's (000'S RATE OMITTED) OMITTED) OMITTED) OMITTED) -------------------------------------------------------------- ISSUER, DESCRIPTION Finance - (21.64%) Alpine Securitization Corp. $ 5,000 $ 4,990 Apreco, Inc. 12,500 12,401 Centric Capital 3,600 3,599 4,000 3,996 Chevron Investment PLC 8,000 7,996 CIT Group Holdings, Inc., 3.680% $ 7,000 $ 6,947 7,000 6,947 Corporate Recievables Corp. 8,000 7,946 Eureka Securitization, Inc. 10,000 9,937 Falcon Asset Securitization 13,000 12,957 1,793 1,789 General Electric Capital Corp. 14,000 13,825 3,700 3,693 Goldman Sachs Group, Inc. 2,000 2,001 5,000 4,995 Greenwich Funding Corp. 1,669 1,664 1,490 1,489 Household Financial Corp., 4.550 5,000 4,995 5,000 4,995 International Lease Finance Corp. 3,977 3,970 Merrill Lynch & Co., Inc. 2,000 2,001 National Rural Utilities Cooperative Finance Corp. 2,000 2,000 Sigma Finance Corp. 3,500 3,479 Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Money Market Fund and the V.A. Money Market Fund combined on June 30, 2001. --------------------------------------- John Hancock V.S.T. Money Market Fund --------------------------------------- PAR VALUE MARKET VALUE INTEREST (000's (000'S RATE OMITTED) OMITTED) --------------------------------------- ISSUER, DESCRIPTION UBS Finance, Inc. 08-08-01 3.850% $ 3,800 $ 3,785 Variable Funding Capital 07-12-01 3.950 10,000 9,989 -------- 118,502 -------- Food, Beverage & Tobacco - (4.28%) Anheuser Busch, Inc. 09-21-01 3.600 14,000 13,886 Coca Cola Enterprises, Inc. 09-26-01 3.710 12,000 11,894 -------- 25,780 -------- Health Care Products - (2.32%) Merck & Co., Inc. 07-05-01 3.800 14,000 13,996 -------- Insurance - (0.83%) American General Corp., 07-16-01 Media - Publishing - (1.40%) Washington Post Co. 09-14-01 3.680 8,500 8,436 -------- Media - TV / Radio - (2.32%) Gannett, Inc. 07-06-01 3.950 14,000 13,994 -------- Paper Products - (1.39%) Park Avenue Receivables Corp. 07-11-01 3.750 8,406 8,398 -------- Mortgage Banking - (1.16%) Countrywide Home Loans, 07-27-01 -------------------------------------------------------------- John Hancock V.A. Money Market Fund Combined -------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000'S (000's (000'S RATE OMITTED) OMITTED) OMITTED) OMITTED) -------------------------------------------------------------- ISSUER, DESCRIPTION UBS Finance, Inc. $ 3,800 $ 3,785 Variable Funding Capital 10,000 9,989 -------- -------- $ 11,942 130,444 -------- -------- Food, Beverage & Tobacco - (4.28%) Anheuser Busch, Inc. 14,000 13,886 Coca Cola Enterprises, Inc. 12,000 11,894 -------- 25,780 -------- Health Care Products - (2.32%) Merck & Co., Inc. 14,000 13,996 -------- Insurance - (0.83%) American General Corp., 4.630% $ 5,000 4,990 5,000 4,990 -------- -------- Media - Publishing - (1.40%) Washington Post Co. 8,500 8,436 -------- Media - TV / Radio - (2.32%) Gannett, Inc. 14,000 13,994 -------- Paper Products - (1.39%) Park Avenue Receivables Corp. 8,406 8,398 -------- Mortgage Banking - (1.16%) Countrywide Home Loans, 3.770 7,000 6,981 7,000 6,981 -------- -------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Money Market Fund and the V.A. Money Market Fund combined on June 30, 2001. --------------------------------------- John Hancock V.S.T. Money Market Fund --------------------------------------- PAR VALUE MARKET VALUE INTEREST (000's (000'S RATE OMITTED) OMITTED) --------------------------------------- ISSUER, DESCRIPTION Personal & Commercial Lending - (9.64%) Greyhawk Fund Corp. 09-10-01 3.700% $ 14,000 $ 13,899 Halifax PLC 09-17-01 3.600 14,000 13,892 Household Finance Corp. 08-01-01 5.675 4,000 4,000 President & Fellows Harvard Co. 07-16-01 3.860 14,000 13,979 Windmill Funding Corp. 09-12-01 3.750 9,400 9,330 07-05-01 4.230 3,000 2,999 -------- 58,099 -------- Retail - Department Stores - (2.31%) Wal Mart Stores, Inc. 07-31-01 3.600 14,000 13,959 -------- Telecommunication Services - (0.50%) Verizon Network Fund 07-10-01 4.250 3,000 2,997 -------- TOTAL COMMERCIAL PAPER - 73.92% 388,635 -------- U.S. Government Obligations Government - U.S. Agencies (17.27%) Federal Home Loan Bank, 07-18-01 3.660 22,340 23,181 08-01-01 3.910 9,528 9,519 08-09-01 02-01-02 Federal Home Loan Mortgage Corp., 07-05-01 08-09-01 Federal National Mortgage Assn., 07-05-01 3.540 14,750 14,644 08-09-01 08-16-01 11-08-01 04-19-02 -------- TOTAL GOVERNMENT OBLIGATIONS - 17.27% 47,344 -------- -------------------------------------------------------------- John Hancock V.A. Money Market Fund Combined -------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000'S (000's (000'S RATE OMITTED) OMITTED) OMITTED) OMITTED) -------------------------------------------------------------- ISSUER, DESCRIPTION Personal & Commercial Lending - (9.64%) Greyhawk Fund Corp. $ 14,000 $ 13,899 Halifax PLC 14,000 13,892 Household Finance Corp. 4,000 4,000 President & Fellows Harvard Co. 14,000 13,979 Windmill Funding Corp. 9,400 9,330 3,000 2,999 -------- 58,099 -------- Retail - Department Stores - (2.31%) Wal Mart Stores, Inc. 14,000 13,959 -------- Telecommunication Services - (0.50%) Verizon Network Fund 3,000 2,997 -------- TOTAL COMMERCIAL PAPER - 73.92% $ 56,990 445,625 -------- -------- U.S. Government Obligations Government - U.S. Agencies (17.27%) Federal Home Loan Bank, 4.650% $ 5,000 4,989 27,340 28,170 4.060 6,400 6,378 15,928 15,897 8.220 1,000 1,003 1,000 1,003 6.750 2,135 2,171 2,135 2,171 Federal Home Loan Mortgage Corp., - 4.570 5,000 4,997 5,000 4,997 3.880 6,500 6,473 6,500 6,473 Federal National Mortgage Assn., - 4.570 3,000 2,998 17,750 17,642 3.850 13,000 12,946 13,000 12,946 3.860 6,000 5,970 6,000 5,970 3.870 7,000 6,902 7,000 6,902 3.770 2,000 1,939 2,000 1,939 -------- -------- TOTAL GOVERNMENT OBLIGATIONS - 17.27% 56,766 104,110 -------- -------- Schedule of Investments Exhibit C June 30, 2001 - -------------------------------------------------------------------------------- The Schedule of Investments is a complete list of all the securities owned by the V.S.T. Money Market Fund and the V.A. Money Market Fund combined on June 30, 2001. --------------------------------------- John Hancock V.S.T. Money Market Fund --------------------------------------- PAR VALUE MARKET VALUE INTEREST (000's (000'S RATE OMITTED) OMITTED) --------------------------------------- ISSUER, DESCRIPTION CORPORATE INTEREST-BEARING OBLIGATIONS Banks - United States - (0.50%) First Chicago NBD Corp., 11-01-01 Finance - (1.24%) Associates Corp. of N. A., 10-15-01 General Electric Capital Corp., 09-17-01 TOTAL CORPORATE INTEREST-BEARING OBLIGATIONS - 1.74% SHORT-TERM INVESTMENTS Joint Repurchase Agreement Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 6.875% due 08-15-25 and 5.625% due 11-30-02, U.S. Treasury Note 5.625% due 11-30-02) Investments in joint repurchase agreement with SBC Warburg, Ltd. dated 06/29/01, 3.95% due 07/02/01 (secured by various U.S. Treasury obligations and U.S. Government Agency Bonds) 3.950% $ 22,825 $ 22,825 -------- TOTAL SHORT-TERM INVESTMENTS (6.95%) 22,825 -------- TOTAL INVESTMENTS (99.88%) 458,804 -------- OTHER ASSETS AND LIABILITIES, NET (0.12%) 565 -------- TOTAL NET ASSETS (100%) $459,369 ======== -------------------------------------------------------------- John Hancock V.A. Money Market Fund Combined -------------------------------------------------------------- PAR VALUE MARKET VALUE PAR VALUE MARKET VALUE INTEREST (000's (000'S (000's (000'S RATE OMITTED) OMITTED) OMITTED) OMITTED) -------------------------------------------------------------- ISSUER, DESCRIPTION CORPORATE INTEREST-BEARING OBLIGATIONS Banks - United States - (0.50%) First Chicago NBD Corp., 6.300% $ 3,000 $ 3,025 $ 3,000 $ 3,025 -------- -------- Finance - (1.24%) Associates Corp. of N. A., 6.450 4,415 4,447 4,415 4,447 General Electric Capital Corp., 6.330 3,000 3,015 3,000 3,015 -------- -------- 7,462 7,462 -------- -------- -------- -------- TOTAL CORPORATE INTEREST-BEARING OBLIGATIONS - 1.74% 10,487 10,487 -------- -------- SHORT-TERM INVESTMENTS Joint Repurchase Agreement Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. - Dated 06-29-01, due 07-02-01 (Secured by U.S. Treasury Bonds, 6.875% due 08-15-25 and 5.625% due 11-30-02, U.S. Treasury Note 5.625% due 11-30-02) 3.970 19,099 19,099 19,099 19,099 Investments in joint repurchase agreement with SBC Warburg, Ltd. dated 06/29/01, 3.95% due 07/02/01 (secured by various U.S. Treasury obligations and U.S. Government Agency Bonds) 22,825 22,825 -------- -------- TOTAL SHORT-TERM INVESTMENTS (6.95%) 19,099 41,924 -------- -------- TOTAL INVESTMENTS (99.88%) 143,342 602,146 -------- -------- OTHER ASSETS AND LIABILITIES, NET (0.12%) 153 718 -------- -------- TOTAL NET ASSETS (100%) $143,495 $602,864 ======== ======== NOTES TO THE SCHEDULE OF INVESTMENTS The percentage shown for each investment category is the total value of that category as a percentage of the combined net assets of the Funds. DRAFT - 9/7/01 - -------------- PART C OTHER INFORMATION Item 15. Indemnification In response to this item and the requirements of Rule 484 under the Securities Act of 1933, Registrant hereby incorporates by reference its response to item 25 in Post-Effective Amendment No. 31 to its Form N-1A registration statement (File No. 33-2081) filed on May 1, 2001. Item 16. Exhibits (1) Declaration of Trust of John Hancock Variable Series Trust I, dated February 21, 1988, incorporated by reference to Pre-Effective Amendment No. 2 on Form N-14 (File No. 333- 47686) Filed on December 6, 2000. (2) By-Laws of John Hancock Variable Series Trust I, adopted April 12, 1988, and amended and restated as of September 27, 2000, incorporated by reference to Pre-Effective Amendment No. 2 on Form N-14 (File No. 333- 47686) Filed on December 6, 2000. (3) Not Applicable. (4) Form of Plan and Agreement of Reorganization (FILED HEREWITH). (5) Not Applicable. (6)(1) Investment Management Agreement by and between John Hancock Variable Series Trust I, and John Hancock Mutual Life Insurance Company dated April 12, 1988 relating to the Initial Funds, included in Post- Effective Amendment No. 4 to this File No. 33-2081, filed in April, 1989. (6)(2) Sub-Investment Management Agreement among John Hancock Variable Series Trust I, Independence Investment Associates, Inc., and John Hancock Mutual Life Insurance Company dated April 29, 1988, relating to the Large Cap Growth Fund, included in Post-Effective Amendment No. 4 to this File No. 33-2081 filed in April, 1989. Form of Sub-Investment Agreement among John Hancock Variable Series Trust I, Independence Investment Associates, Inc., and John Hancock Life Insurance Company, relating to the Managed and Growth & Income incorporated by reference to this File No. 33-2081, filed in a definitive proxy statement on September 14, 2000. (6)(3) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Independence Investment Associates, and John Hancock Life Insurance Company, pertaining to the Real Estate Equity Fund, incorporated by reference to this File No. 33-2081, filed in the definitive proxy statement on September 14, 2000. (6)(4) Investment Management Agreement by and between John Hancock Variable Series Trust I and John Hancock Mutual Life Insurance Company dated as of April 12, 1988, relating to the Real Estate Equity and International Equity Index Funds, included in Post-Effective Amendment No. 3 to this File No. 33-2081, filed in April, 1988. (6)(5) Amendment dated as of May 1, 1998 to the Investment Management Agreement dated as of April 12, 1998 relating to the Real Estate Equity and International Equity Index Funds, included in Post- Effective Amendment No. 19 to this File No. 33-2081, filed on May 1, 1998. (6)(6) Investment Management Agreement By and Between John Hancock Variable Series Trust I and John Hancock Mutual Life Insurance Company relating to the Short-Term Bond and Small/Mid Cap Growth Funds, included in Post- Effective Amendment No. 9 to this File No. 33-2081, filed on March 1, 1994. (6)(7) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Independence Investment Associates, Inc. and John Hancock Mutual Life Insurance Company relating to the Short-Term Bond Fund, included in Post- Effective Amendment No. 9 to this File No. 33-2081, filed on March 1, 1994. (6)(8) Form of Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Wellington Management Company, LLP and John Hancock Mutual Life Insurance Company relating to the Small/Mid Cap Growth Fund, included in Post-Effective Amendment No. 21 to this File No. 33-2081, filed on May 3, 1999. (6)(9) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, John Hancock Advisers, Inc., and John Hancock Mutual Life Insurance Company, relating to the Sovereign Bond Fund (now named Active Bond Fund), included in Post-Effective Amendment No. 11 to this File No. 33-2081, filed on April 29, 1995. (6)(10) Investment Management Agreement By and Between John Hancock Variable Series Trust I and John Hancock Mutual Life Insurance Company relating to the Equity Index, Large Cap Value, Mid Cap Growth, Large/Mid Cap Value II (formerly Mid Cap Value), Small Cap Growth, Small Cap Equity (formerly Small Cap Value), Global Bond, International Opportunities, and Global Balanced (formerly International Balanced) Funds, included in Post-Effective Amendment No. 13 to this File No. 33-2081, filed on April 30, 1996. (6)(11) Amendment, dated May 1, 1997, to the Investment Management Agreements dated April 12, 1988, April 15, 1994, and March 14, 1996, to reallocate Fund expenses and to reduce the advisory fee of the Short-Term Bond Fund and the Equity Index Fund, included in Post-Effective Amendment No. 16 to this File No. 33-2081, filed on May 1, 1997. (6)(12) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, T. Rowe Price Associates, Inc., and John Hancock Mutual Life Insurance Company, relating to the Large Cap Value Fund, included in Post-Effective Amendment No. 13 to this File No. 33-2081, filed on April 30, 1996. (6)(13) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Janus Capital Corporation, and John Hancock Mutual Life Insurance Company, relating to the Amendment, included in Post- Effective Amendment No. 13 to this File No. 33-2081, filed on April 30, 1996. (6)(14) Investment Management Agreement dated as of June 1, 2000, by and between John Hancock Variable Series Trust I and John Hancock Life Insurance Company relating to the Large Cap Value Core II and Active Bond II Funds (formerly the American Leaders Large Cap Value and Core Bond Funds, respectively), is incorporated by reference to PEA No. 30 to this File No. 33-2081, Filed on February 21, 2001. (6)(15) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, John Hancock Advisers, Inc., and John Hancock Mutual Life Insurance Company, relating to the Small Cap Growth Fund, included in Post-Effective Amendment No. 13 to this File No. 33-2081, filed on April 30, 1996. (6)(16) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Capital Guardian Trust Company, and John Hancock Life Insurance Company, relating to the Small Cap Equity Fund (formerly the Small Cap Value Fund) incorporated by reference to this File No. 33- 2081, filed in the definitive proxy statement on September 14, 2000. (6)(17) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Capital Guardian Trust Company, and John Hancock Life Insurance Company, relating to the Global Bond Fund, incorporated by reference to this File No. 33-2081, filed in the definitive proxy statement on September 14, 2000. (6)(18) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, T. Rowe Price International, Inc., and John Hancock Life Insurance Company, relating to the International Opportunities Fund, incorporated by reference to this File No. 33-2081, filed in the definitive proxy statement on August 24, 2000. (6)(19) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Capital Guardian Trust Company, and John Hancock Life Insurance Company, relating to the Global Balanced Fund, incorporated by reference to this File No. 33-2081, filed in the definitive proxy statement on September 14, 2000. (6)(20) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, State Street Bank & Trust Company, and John Hancock Mutual Life Insurance Company, relating to the Equity Index Fund, included in Post- Effective Amendment No. 16 to this File No. 33-2081, filed on May 1, 1997. (6)(21) Amendment to Sub-Investment Management Agreement among John Hancock Variable Series Trust I, State Street Bank and Trust Company, and John Hancock Mutual Life Insurance Company, included in Post-Effective Amendment No. 19 to this File No. 33-2081, filed on May 1, 1998. (6)(22) Investment Management Agreement dated as of April 14, 1998 By and Between John Hancock Variable Series Trust I and John Hancock Mutual Life Insurance Company relating to the Small/Mid Cap CORE, International Opportunities II (Formerly Global Equity), Emerging Markets Equity, Bond Index, and High Yield Bond Fund, included in Post-Effective Amendment No. 19 to this File No. 33-2081, filed on May 1, 1998. (6)(23) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Goldman Sachs Asset Management, and John Hancock Mutual Life Insurance Company, relating to the Small/Mid Cap CORE Fund, included in Post-Effective Amendment No. 21 to this File No. 33-2081, filed on May 3, 1999. (6)(24) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Independence International Associates, Inc., and John Hancock Mutual Life Insurance Company, relating to the International Equity Index Fund, included in Post-Effective Amendment No. 21 to this File No. 33- 02081, filed on May 3, 1999. (6)(25) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Mellon Bond Associates, and John Hancock Mutual Life Insurance Company, relating to the Bond Index Fund, included in Post-Effective Amendment No. 19 to this File No. 33-2081, filed on May 1, 1998. (6)(26) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Wellington Management Company, LLP, and John Hancock Mutual Life Insurance Company, relating to the High Yield Bond Fund, included in Post-Effective Amendment No. 19 to this File No. 33-2081, filed on May 1, 1998. (6)(27) Amendment No. 2 to the Investment Management Agreement dated as of March 14, 1996 By and Between John Hancock Variable Series Trust I and John Hancock Mutual Life Insurance Company included in Post-Effective Amendment No. 21 to this File No. 33-2081 filed on May 3, 1999. (6)(28) Amendment No. 3 to the Investment Management Agreement dated as of March 14, 1996 By and Between John Hancock Variable Series Trust I and John Hancock Mutual Life Insurance Company included in Post-Effective Amendment No. 21 to this File No. 33-2081 filed on May 3, 1999. (6)(29) Form of Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Morgan Stanley Dean Witter Advisors, Inc., and John Hancock Mutual Life Insurance Company, relating to the Emerging Markets Equity Fund included in Post-Effective Amendment No. 23 to this File No. 33-2081 filed on August 9, 1999. (6)(30) Investment Management Agreement By and Between John Hancock Variable Series Trust I and John Hancock Mutual Life Insurance Company relating to the Large Cap Aggressive Growth, Fundamental Growth (formerly Fundamental Mid Cap Growth), International Equity, Aggressive Balanced, Large Cap Value CORE, Large/Mid Cap Value, Mid Cap Blend, and Small Cap Value (Formerly Small/Mid Cap Value), Funds included in Post-Effective Amendment No. 23 to this File No. 33-2081 filed on August 9, 1999. (6)(31) Form of Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Alliance Capital Management L.P., and John Hancock Mutual Life Insurance Company relating to the Large Cap Aggressive Growth Fund, included in Post-Effective Amendment No. 23 to this File No. 33-2081 filed on August 9, 1999. (6)(32) Form of Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Putnam Investment Management, Inc., and John Hancock Life Insurance Company relating to the Fundamental Growth Fund incorporated by reference to this File No. 33-2081 filed in the definitive proxy statement on August 24, 2000. (6)(33) Form of Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Goldman Sachs Asset Management, and John Hancock Mutual Life Insurance Company relating to the International Equity Fund included in Post-Effective Amendment No. 23 to this File No. 33-2081 filed on August 9, 1999. (6)(34) Form of Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Goldman Sachs Asset Management, and John Hancock Mutual Life Insurance Company relating to the Large Cap Value CORE Fund included in Post-Effective Amendment No. 23 to this File No. 33-2081 filed on August 9, 1999. (6)(35) Form of Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Independence Investment Associates, Inc., and John Hancock Mutual Life Insurance Company relating to the Aggressive Balanced Fund included in Post-Effective Amendment No. 23 to this File No. 33-2081 filed on August 9, 1999. (6)(36) Form of Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Independence Investment Associates, Inc., and John Hancock Mutual Life Insurance Company relating to the Mid Cap Blend Fund included in Post-Effective Amendment No. 23 to this File No. 33-2081 filed on August 9, 1999. (6)(37) Form of Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Wellington Management Company, LLP, and John Hancock Mutual Life Insurance Company relating to the Large/Mid Cap Value Fund included in Post-Effective Amendment No. 23 to this File No. 33-2081 filed on August 9, 1999. (6)(38) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, T. Rowe Price Associates, and John Hancock Life Insurance Company relating to the Small Cap Value Fund is filed herewith. (6)(39) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, John Hancock Advisers, Inc. and John Hancock Life Insurance Company relating to the Active Bond II (formerly Core Bond) Fund, filed herewith. (6)(40) Form of Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Morgan Stanley Dean Witter Investment Management Inc., and John Hancock Life Insurance Company relating to the Real Estate Equity Fund to this File No. 33-2081 on November 1, 2000. (6)(41) Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Goldman Sachs Asset Management and John Hancock Life Insurance Company, relating to the Large Cap Value Core II Fund, is filed herewith. (6)(42) Form of Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Putnam Investment Management, LLC and John Hancock Life Insurance Company, relating to the Growth & Income Fund. (6)(43) Form of Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Capital Guardian Trust Company and John Hancock Life Insurance Company, relating to the Managed Fund, incorporated by reference to this file No. 33-2081, filed in the definitive proxy statement on September 14, 2000. (6)(44) Form of Sub-Investment Management Agreement among John Hancock Variable Series trust I, John Hancock Life Insurance Company and Putnam Investment Management LLC, relating to the Health Sciences Fund is filed herewith. (6)(45) Sub-Investment Management Agreement by and among John Hancock Variable Series Trust I, Wellington Management Company, LLP and John Hancock Life Insurance Company, relating to the Large Mid Cap Value II and Money Market Funds, is filed herewith. (6)(46) Amendment dated June 21, 2001 to the Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, T. Rowe Price Associates, and John Hancock Life Insurance Company relating to the Small Cap Value Fund is filed herewith. (6)(47) Amendment dated June 21, 2001 to the Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Putnam Investment Management, LLC and John Hancock Life Insurance Company, relating to the Growth & Income Fund, filed herewith. (6)(48) Amendment dated June 21, 2001 to the Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, T. Rowe Price Associates, Inc., and John Hancock Life Insurance Company, relating to the Large Cap Value Fund, filed herewith. (6)(49) Amendment dated June 21, 2001 to the Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Mellon Bond Associates, and John Hancock Mutual Life Insurance Company, relating to the Bond Index Fund, filed herewith. (6)(50) Amendment dated June 21, 2001 to the Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, State Street Bank & Trust Company, and John Hancock Mutual Life Insurance Company, relating to the Equity Index Fund, filed herewith. (6)(51) Amendment dated June 21, 2001 to the Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, T. Rowe Price International, Inc., and John Hancock Life Insurance Company, relating to the International Opportunities Fund, is filed herewith. (6)(52) Amendment dated June 21, 2001 to the Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Goldman Sachs Asset Management, and John Hancock Mutual Life Insurance Company relating to the Large Cap Value CORE Fund, filed herewith. (6)(53) Amendment dated July 2, 2001 to the Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Wellington Management Company, LLP, and John Hancock Mutual Life Insurance Company, relating to the High Yield Bond Fund, filed herewith. (6)(54) Amendment dated July 2, 2001 to the Sub-Investment Management Agreement Among John Hancock Variable Series Trust I, Wellington Management Company, LLP and John Hancock Mutual Life Insurance Company relating to the Small/Mid Cap Growth Fund, filed herewith. (7) Underwriting and Indemnity Agreement among John Hancock Variable Series Trust I, Signator Investors, Inc., (formerly named John Hancock Distributors, Inc.), and John Hancock Life Insurance Company, incorporated by reference to Post-Effective Amendment No. 14 to the Trust's Form N-1A registration statement (File No. 33-2081), filed on February 28, 1997. (8) Not Applicable. (9)(a) Custodian Agreement Between John Hancock Variable Series Trust I and State Street Bank and Trust Company, dated January 30, 1995, relating to the International Equity Index and Small/Mid Cap CORE Fund, included in Post-Effective Amendment No. 10 to this File No. 33-2081, filed on March 2, 1995. (9)(b)Amendment dated as of March 18, 1996 to Custodian Agreement dated January 30, 1995, between John Hancock Variable Series Trust I and State Street Bank and Trust Company, expanding the Agreement to cover additional Funds, included in Post-Effective Amendment No. 13 to this File No. 33-2081, filed on April 30, 1996. (9)(C) Amendment dated as of April 14, 1998 to Custodian Agreement dated January 30, 1995, between John Hancock Variable Series Trust I and State Street Bank and Trust Company, expanding this agreement to cover additional Funds, included in Post-Effective Amendment No. 19 to this File No. 33-2081, filed on May 1, 1998. (9)(d) Form of Amendment dated as of July 28, 1999 to Custodian Agreement dated January 30, 1995, between John Hancock Variable Series Trust I and State Street Bank and Trust Company, expanding this agreement to cover additional Funds included in Post-Effective Amendment No. 23 to this File No. 33-2081 filed on August 9, 1999. (9)(e) Amendment dated as of December 18, 1998 to Custodian Agreement dated January 30, 1995, between John Hancock Variable Series Trust I and State Street Bank and Trust Company, addressing "eligible foreign custodians" within the meaning of Rule 17f-5, as amended, incorporated by reference to Post-Effective Amendment No. 24 to this File No. 33- 2081, Filed on April 6, 2000. (9)(f) Amendment dated as of June 27, 2000 to Custodian Agreement dated January 30, 1995, as amended, between John Hancock Variable Series Trust I and State Street Bank and Trust Company, expanding this agreement to cover additional Funds, is incorporated by reference to this File No. 33-2081, Filed on PEA No. 30 on February 21, 2001 (9)(g) Amendment dated as of July 26, 2000 to Custodian Agreement dated January 30 1995, as amended, between John Hancock Variable Series Trust I and State Street Bank and Trust Company, addressing the change in the sub-advisor of the Fundamental Growth Fund (formerly Fundamental-Mid Cap Growth), is incorporated by reference to this File No. 33-2081, Filed on PEA No. 30 on February 21, 2001 (9)(h) Form of Amendment dated as of December 21, 2000 to Custodian Agreement dated January 30, 1995, as amended, between John Hancock Variable Series Trust I and State Street Bank and Trust Company, to reflect new names and new sub-advisors for multiple Funds as well as the deletion of International Opportunities II, is incorporated by reference to this File No. 33-2081, Filed on PEA No. 30 on February 21, 2001 (9)(I) Amendment dated April 29, 1988 to Transfer Agency Agreement by and between John Hancock Variable Series Fund I, Inc., and John Hancock Mutual Life Insurance Company, January 27, 1986, which was priorly included in Exhibit 9 to Pre-Effective Amendment No. 1 to this File No. 33-2081, filed March 13, 1986, included in Post-Effective Amendment No. 4 to this File No. 33-2081, filed in April, 1989. (9)(j) Form of Amendment dated April 30, 2001 to the Custodian Agreement dated January 30, 1995, as amended, between John Hancock Variable Series Trust I and State Street Bank and Trust Company, to relflect the new Health Sciences Fund, filed herwith. (10) Not Applicable. (11) Form of Opinion of Counsel as to Legality of Securities (FILED HEREWITH). (12) Form of opinion as to tax matters and consent (FILED HEREWITH). (13) Not Applicable. (14) Consent of Independent Public Accountants to the incorporation by reference of their opinion into the Statement of Additional Information (FILED HEREWITH). (15) Not Applicable. (16) Powers of Attorney for Elizabeth G. Cook, Kathleen F. Driscoll, Diane C. Kessler, Michele G. Van Leer, Hassell H. McClellan, and Robert F. Verdonck, (FILED HEREWITH). (17) Code of Ethics, adopted by the John Hancock Variable Series Trust I, its Investment Adviser and Principal Underwriter, revised July 2001, is incorporated by reference to this File No. 33-2081, (FILED HEREWITH). (18) Not Applicable. Item 17. Undertakings (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the C-2 applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. SIGNATURES As required by the Securities Act of 1933, this registration statement has been signed on behalf of the Registrant, in the City of Boston and Commonwealth of Massachusetts, on the 14th day of September, 2001. JOHN HANCOCK VARIABLE SERIES TRUST I By: /s/Kathleen F. Driscoll --------------------------- Kathleen F. Driscoll As required by the Securities Act of 1933, this amendment to the registration statement has been signed by the following person in the capacities and on the date indicated. SIGNATURE DATE By: /s/Raymond F. Skiba September 14, 2001 ------------------- Raymond F. Skiba Treasurer (Principal Financial and Accounting Officer) By: /s/Kathleen F. Driscoll September 14, 2001 ----------------------- Kathleen F. Driscoll Vice Chairman, President and Trustee (Acting Principal Executive Officer For himself and as attorney-in-fact for: Michele G. Van Leer, Chairman Elizabeth G. Cook, Trustee Diane C. Kessler, Trustee Robert F. Verdonck, Trustee Hassell H. McClellan, Trustee