SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ___)
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Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A- 6(E)(2)
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
John Hancock Variable Series Trust I
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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WE NEED YOUR VOTE!
Dear Variable Contract Owner,
The enclosed proxy materials contain information on some important changes that
are being proposed for the Earnings Growth Fund, which is part of the John
Hancock Variable Series Trust I (VST). You have allocated amounts to the
Earnings Growth Fund, as one of the investment options under your variable life
policy or variable annuity contract.
After careful consideration, the VST Board of Trustees unanimously approved a
recommendation by John Hancock Life Insurance Company to do the following:
.. Terminate the existing sub-investment advisory agreement with Janus Capital
Management, LLC.
.. Approve a new sub-investment advisory agreement with Fidelity Management &
Research Company ("FMR") and a "sub-sub advisory agreement" between FMR and
FMR Co., Inc. ("FMRC"), a wholly-owned subsidiary of FMR. These Fidelity
companies provide a sound organization, a solid long-term performance
record and a premier reputation for growth within the variable product
marketplace.
The VST Board of Trustees determined that all of the changes are in the best
interest of all shareholders in the Earnings Growth Fund and voted to recommend
these changes. These changes were implemented on April 7, 2003. Your approval
is needed, however, to continue these changes. These changes do NOT increase
the investment advisory fee that the Fund pays.
For complete information on these proposed changes, please read the enclosed
materials and complete, sign and return your voting instruction card.
If you have any questions or need additional information, please contact a John
Hancock Representative at 1-800-576-2227, Monday through Friday, 8:00 A.M. -
7:00 P.M. ET.
Sincerely,
/s/ Michele G. Van Leer
Michele G. Van Leer
Chairman
John Hancock Variable Series Trust I
[LOGO] John Hancock
Earnings Growth Fund
(Formerly, the "Multi-Cap Growth Fund")
a Separate Investment Fund of
John Hancock Variable Series Trust I
("Trust")
Notice of Special Meeting of Shareholders
A Special Meeting of Shareholders of the Earnings Growth Fund will be held
at the offices of John Hancock Life Insurance Company ("John Hancock"), 197
Clarendon Street, Boston Massachusetts (telephone 1-800-732-5543), at 11:30
A.M., on Thursday, August 28, 2003, to consider and vote upon the following
matters:
1. Proposals to approve, as to the Earnings Growth Fund:
A. a new Sub-Investment Advisory Agreement among the Trust, John
Hancock, and Fidelity Management & Research Company ("FMR"); and
B. a new Sub-Sub-Investment Advisory Agreement among FMR and FMR Co.,
Inc. ("FMRC"), a wholly-owned subsidiary of FMR.
2. Any other business that may properly come before the meeting or any
adjournment thereof.
As an owner of a variable life insurance policy or a variable annuity
contract ("owner") participating in the Earnings Growth Fund as of the close of
business on July 16, 2003, you can instruct how shares in the Earnings Growth
Fund attributable to you will be voted at the meeting.
MICHELE G. VAN LEER
Chairman, Board of Trustees
Boston, Massachusetts
July 28, 2003
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING STAMPED
ENVELOPE. IN ORDER TO AVOID UNNECESSARY DELAY, WE ASK YOUR COOPERATION IN
MAILING THE PROXY PROMPTLY. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
MEETING.
PROXY STATEMENT
GENERAL
This statement and enclosed form of proxy (voting instructions) are furnished
by the management of John Hancock Variable Series Trust I (the "Trust") to
request voting instructions for the Special Meeting of shareholders of the
Earnings Growth Fund to be held at the offices of John Hancock Life Insurance
Company ("John Hancock"), 197 Clarendon Street, Boston, Massachusetts 02117, on
Thursday, August 28, 2003 at 11:30 A.M. Eastern time or at any adjournment(s)
thereof (the "Meeting"). Trust management is seeking voting instructions for
all shares of the Earnings Growth Fund (the "Fund") of the Trust that are
attributable to owners of variable life insurance and variable annuity
contracts (together, "Contracts").
THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR 2002
AND, WHEN AVAILABLE, THE FUND'S SEMI-ANNUAL REPORT FOR THE PERIOD ENDED JUNE
30, 2003 TO ANY OWNER UPON REQUEST. SUCH REQUEST MAY BE MADE BY MAIL OR BY
TELEPHONE, USING THE ADDRESS OR TOLL-FREE TELEPHONE NUMBER SHOWN ON THE COVER
OF THIS PROXY STATEMENT.
This statement is first being mailed to Contract owners on approximately August
1, 2003.
PROPOSALS 1A and 1B - EARNINGS GROWTH FUND
APPROVAL OF NEW SUB-INVESTMENT ADVISORY ARRANGEMENTS FOR THE EARNINGS GROWTH
FUND
At its March 12, 2003 meeting, the Trust's Board of Trustees ("Board")
unanimously approved the retention of Fidelity Management & Research Company
("FMR") to replace Janus Capital Management, LLC ("Janus") as the
sub-investment adviser for the Earnings Growth Fund, and the retention of FMR
Co., Inc. ("FMRC"), a wholly-owned subsidiary of FMR, as a "sub-sub-adviser"
for the Fund. These changes became effective April 7, 2003 under an "interim"
agreement with FMR for a period generally limited to 150 days.
Subsequently, at its June 18, 2003 meeting, the Board (a) authorized a
shareholder vote to approve a new sub-investment advisory agreement with FMR
and a sub-sub-investment advisory agreement with FMRC to replace "interim"
agreements with these firms, and (b) recommended that owners approve these
agreements.
These proposals are discussed in detail on the following pages.
1
The Investment Management Agreement with John Hancock
John Hancock Life Insurance Company ("John Hancock") serves as the overall
investment manager for the Earnings Growth Fund pursuant to an investment
management agreement with the Trust dated March 14, 1996, as amended ("John
Hancock Agreement"). As the investment manager, John Hancock advises the Trust
in connection with policy decisions of the Fund; provides administration of
day-to-day operations; provides personnel, office space, equipment and supplies
for the Fund; maintains records required by the Investment Company Act of 1940;
supervises activities of the sub-investment adviser; and supervises the
activities of other providers of services to the Trust. For the services it
provides, John Hancock receives compensation from the Earnings Growth Fund at
the annual rate of 1.00% of the first $100 million of the Fund's average daily
net assets, plus .90% of all additional amounts. These are the same rates as
the Fund was paying when Janus was the Fund's subadviser.
As the investment manager to the Funds of the Trust, John Hancock from time to
time recommends the retention (or termination) of various firms to serve as
sub-advisers to one or more Funds. The John Hancock Agreement states that John
Hancock is solely responsible for the payment of all fees to sub-advisers.
Also, for any year in which the normal operating costs and expenses of the
Fund, exclusive of the investment advisory fees, interest expense, brokerage
commissions, taxes and extraordinary expenses outside the control of John
Hancock, exceed 0.10% of the Earnings Growth Fund's average daily net assets,
the John Hancock Agreement will continue to provide that John Hancock will
reimburse that Fund in an amount equal to such excess. Accordingly, the change
in the Earnings Growth Fund's sub-advisory arrangements that you are being
asked to approve has no effect on the charges and expenses you pay (either
directly or indirectly).
Proposed Sub-Investment Advisory and Sub-Sub-Investment Advisory Agreements
At a meeting on March 12, 2003, the Trust's Board of Trustees ("Board"), upon
John Hancock's recommendation, decided that the Fund's sub-investment advisory
relationship with Janus should be terminated and that FMR (together with FMRC)
should be appointed as successor.
The principal reasons for John Hancock's recommendation to replace the Fund's
sub-adviser were (i) the departure of the Fund's portfolio manager from Janus
and (ii) John Hancock's belief that the Fund's new investment program with FMR
(and FMRC) is the most attractive option that is available to the Fund at this
time. As Janus did in the past, FMR (through FMRC) will have day-to-day
responsibility for deciding what investments to purchase and sell for the Fund
and for placing orders for such transactions on behalf of the Fund. FMR and
FMRC intend to invest primarily in a mix of common stocks of large U.S.
companies that are
2
believed to offer above-average potential for long-term growth, which may be
measured by factors such as revenues or earnings.
Under FMR and FMRC, John Hancock anticipates that the Earnings Growth Fund's
investment program is anticipated to be more oriented toward "large cap" growth
investing and less oriented to "all cap" growth investing (i.e., it will place
more emphasis on investing in large "growth" companies instead of "growth"
companies of any size). In keeping with the Fund's modified investment program,
the Board also changed the name of the Fund from "Multi Cap Growth Fund" to
"Earnings Growth Fund" effective May 1, 2003. Also, John Hancock anticipates
that the Fund will have less potential exposure to risks inherent in investing
in initial public offerings, foreign securities and derivatives.
Basis for the Trustees' Approval
At its meeting held on March 12, 2003, the Board, including all the Trustees
who are not associated with John Hancock (the "Independent Trustees"),
unanimously approved the new Sub-Investment Advisory Agreement and Sub-Sub
Investment Advisory Agreement, including a modified schedule of sub-investment
investment advisory fees to be paid by John Hancock for the Earnings Growth
Fund.
In evaluating and approving the new agreements, the Board, including the
Independent Trustees and with the assistance of outside counsel to the Trust,
requested and evaluated information from John Hancock that was relevant to
whether the agreements would be in the best interests of the Earnings Growth
Fund and the owners of its shares. In addition, the Board's Trust Governance
Committee, composed exclusively of the Board's Independent Trustees, met with
such counsel prior to the Board meeting and considered what further information
it would request of John Hancock.
In making its decision to approve the new agreements, the Board considered
factors bearing on the nature, scope and quality of the services provided or to
be provided to the Earnings Growth Fund, with a view toward making a business
judgment as to whether the proposal was, under all of the circumstances, in the
best interest of the Fund and owners of its shares.
The factors that the Trustees considered in selecting FMR and FMRC as,
respectively, a new sub-investment adviser and sub-sub-investment adviser for
the Earnings Growth Fund included, principally, the following:
. Fidelity has a strong organization (which includes FMR and FMRC) with
experience and significant resources (investment and operations
personnel) dedicated to intensive industry-specific fundamental research
in large cap growth equity portfolios.
3
. FMR and FMRC have a disciplined and well-defined investment process for
investing in large cap growth equity securities with a multi-tiered
oversight process.
. Information supplied by John Hancock demonstrates that the Fidelity
organization has shown a solid and consistent long-term performance
record in managing large cap equity portfolios with rigorous performance
standards for portfolio managers and analysts.
. FMR's favorable reputation and presence in the variable products
marketplace (especially where large cap growth investments are concerned)
may attract assets to the Fund.
John Hancock previously paid Janus a sub-advisory fee at an annual rate of
0.55% of the first $100 million of the Fund's average daily net assets, 0.50%
of the next $400 million and 0.45% for any additional amounts. Under the new
Sub-Investment Advisory Agreement with FMR, John Hancock will pay FMR 0.45% of
the first $250 million, 0.42% of the next $500 million and 0.38% for any
additional amounts. Under this new agreement with FMR, therefore, sub-advisory
fees are lower than they were with Janus. Had the proposed rates been in effect
during 2002, John Hancock would have paid $848,609 in sub-advisory fees, as
compared with the $992,875 that it actually paid Janus. This would have been a
14.5% decrease. The Board determined, however, that the retention of such
additional amount of "spread" by John Hancock is reasonable in light of:
. The significant commitment of personnel and resources required of John
Hancock to support the investment management services provided to the
Fund, and the sophistication of the investment evaluation and monitoring
process used by John Hancock on behalf of the Fund.
. The continued willingness of John Hancock to agree to limit total
operating expenses for the Fund.
. The Board's favorable evaluation of the nature, quality and breadth of
investment management services provided by John Hancock to the Fund since
its inception.
. The estimated profits to John Hancock, both under the current investment
advisory fee schedule and the proposed new sub-investment advisory fee
schedule, from providing investment management services to the Trust and
from the John Hancock insurance products which use the Trust as a funding
medium.
. The appropriateness (including benefits to the Earnings Growth Fund) of
John Hancock's achieving an adequate level of profitability with respect
to the Trust and such products, by retaining an adequate "spread" between
the advisory fees received by John Hancock and the sub-advisory fees paid
by John Hancock.
4
. The relationship of such spread as proposed for the Earnings Growth Fund
to John Hancock's overall objectives and spreads for other Funds of the
Trust.
. The fact that, if assets of the Earnings Growth Fund increase, the spread
retained by John Hancock will decrease (on a percentage basis) somewhat,
due to the way that the advisory and sub-advisory fees are structured.
FMR will pay sub-sub-advisory fees to FMRC equal to one half of the
sub-advisory fees that FMR receives from John Hancock. All of the fees to FMRC,
however, will be paid by FMR, and neither John Hancock nor the Fund will have
any responsibility for those fees whatsoever.
The Trustees, at their March 12, 2003 meeting, also were mindful that, apart
from the changes and differences discussed above, the terms and structure of
the new sub-advisory arrangements for the Fund were essentially comparable to
those that the Fund previously had in effect with Janus. Moreover, those
arrangements with Janus, and much related information, had very recently been
reviewed by the Board in connection with its regular annual evaluation of the
Fund's management and sub-advisory arrangements on February 5, 2003. Many of
the same considerations, therefore, were also relevant to the Board in
connection with their consideration of the Fund's new arrangements with FMR.
In connection with their deliberations, the Trustees and the Governance
Committee received legal advice from outside counsel to the Trust regarding the
standards and methodology of evaluation established by the Securities and
Exchange Commission, the courts and the industry for mutual funds selling
shares to the public and the applicability of those standards and methodology
to mutual funds - like the Trust - selling shares to life insurance company
separate accounts.
Based upon all of the information and advice available to them, the Trustees
considered the extent and quality of the services that John Hancock and the
sub-investment advisers, directly or indirectly, provide to the Fund, the costs
and expenses to be borne by the Fund and John Hancock, and the benefits
accruing to the Fund and John Hancock as a result of their relationship. As a
result of their consideration, the Trustees, in the exercise of their business
judgment, unanimously approved the new sub-investment advisory arrangements as
being in the best interests of the Earnings Growth Fund and of owners of its
shares.
The Sub-Investment Advisory Agreement and Sub-Sub Investment Advisory Agreement
do not impose greater liability or obligations on the Earnings Growth Fund or
John Hancock in comparison to the provisions of the previous Sub-Investment
Advisory Agreement of the Fund with Janus dated April 3, 2002. That agreement
was approved by shareholders of the Fund on March 14, 2002 in
5
connection with a change in ownership of Janus Capital Corporation. (There have
been no votes by shareholders of the Fund since then with respect to that
Sub-Investment Advisory Agreement.)
Other Terms of the Agreements
A summary of the new Sub-Investment Advisory Agreement is included as Appendix
B to this statement, together with a copy of the form of that agreement, and
the form of the Sub-Sub Investment Advisory Agreement is included as Appendix
C. The new Sub-Investment Advisory Agreement with FMR and the previous
Sub-Investment Advisory Agreement with Janus are substantially similar except
with respect to the rate of sub-advisory fees and a provision that would allow
FMR to delegate some or all of its duties to FMRC provided that FMR remains
responsible for FMRC's activities. (The services to be provided by FMR and FMRC
are substantially similar to the services that Janus was required to provide
under the previous Sub-Investment Advisory Agreement.)
The terms of the agreements for which approval is now being sought also are
substantially the same as those of the corresponding "interim" agreements that
are currently in effect, except for the duration thereof.
Portfolio Transactions
All orders for the purchase or sale of portfolio securities are placed on
behalf of the Fund by FMR pursuant to authority contained in the Sub-Investment
Advisory Agreement and Sub-Sub Investment Advisory Agreement. FMR will use its
best efforts to obtain the best overall terms available in relation to the
services received on behalf of the Fund with respect to purchases and sales of
portfolio investments. Subject to this primary requirement, FMR (and FMRC) are
authorized to use the research services of brokerage and other firms that have
provided such assistance to effect transactions for the Fund. Such research may
or may not be for the benefit of the Fund. FMR (and FMRC) may place trades with
certain brokers with which it is under common control, including National
Financial Services LLC and Fidelity Brokerage Services (Japan) LLC, provided it
determines that these affiliates' products, services, and costs are comparable
to those of non-affiliated, qualified brokerage firms. They may also place
trades with Archipelago ECN (Archipelago), an electronic communications network
(ECN) in which a wholly-owned subsidiary of FMR Corp. has an equity ownership
interest, if the compensation is fair, reasonable, and comparable to
compensation charged by non-affiliated, qualified brokerage firms for similar
services.
6
Additional Information
FMR. FMR, a corporation organized in 1946, serves as investment adviser and
investment sub-adviser to a number of investment companies. Information
concerning the advisory fees and average net assets of funds with investment
objectives similar to the Earnings Growth Fund and advised by FMR is contained
in the Table of Average Net Assets and Expense Ratios in Appendix A beginning
on page A-1.
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board; Abigail
P. Johnson, President; and Peter S. Lynch, Vice Chairman. The principal
business address of FMR and each of the Directors is 82 Devonshire Street,
Boston, Massachusetts 02109.
All of the stock of FMR is owned by its parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts 02109, which was organized on October
31, 1972. Members of Mr. Edward C. Johnson 3d and Ms. Abigail P. Johnson's
family are the predominant owners of a class of shares of common stock,
representing approximately 49% of the voting power of FMR Corp., and,
therefore, under the 1940 Act may be deemed to form a controlling group with
respect to FMR Corp.
FMRC. FMRC is a wholly-owned subsidiary of FMR formed in 1999 to provide
portfolio management services to certain Fidelity funds and investment advice
with respect to equity and high income instruments. Funds with investment
objectives similar to Earnings Growth Fund for which FMRC provides services
through an agreement with FMR, and the net assets of each of these funds, are
indicated in the Table of Average Net Assets and Expense Ratios in Appendix A
beginning on page A-1.
The Directors of FMRC are Edward C. Johnson 3d, Chairman of the Board, Abigail
P. Johnson, President, and Peter S. Lynch, Vice Chairman. Mr. Johnson 3d is
also a Trustee of various Fidelity funds advised by FMR; Chairman of the Board,
Chief Executive Officer, and a Director of FMR Corp.; Chairman of the Board and
a Director of FMR, Fidelity Management & Research (Far East) Inc. and Fidelity
Investments Money Management, Inc. (FIMM). In addition, Ms. Johnson is Senior
Vice President and a Trustee of various Fidelity funds advised by FMR;
President and a Director of FMR and FIMM; and a Director of FMR Corp. Mr. Lynch
is also Vice Chairman and a Director of FMR and a member of the Advisory Board
of various Fidelity funds advised by FMR. Each of the Directors is a
stockholder of FMR Corp. The principal business address of FMRC and each of its
Directors is 82 Devonshire Street, Boston, Massachusetts 02109.
As of December 31, 2002, FMR and its affiliates had approximately $699.1
billion of assets under management.
7
John Hancock. John Hancock began providing investment advice to investment
companies in 1972 when it organized a "management" separate account, invested
primarily in common stocks, for the purpose of funding individual variable
annuity contracts. Both before and after that date, John Hancock established a
number of separate accounts investing in common stocks, public bonds, or other
securities in connection with the funding of variable annuities and variable
life insurance. Total assets under management by John Hancock and its
subsidiaries as of December 31, 2002, amounted to approximately $127.5 billion,
of which approximately $67 billion was owned by John Hancock.
John Hancock is a life insurance company chartered in Massachusetts in 1862. It
is authorized to transact a life insurance and annuity business in all fifty
states. John Hancock began selling variable annuity contracts in 1971 and
variable life insurance policies in 1993. Its segregated asset accounts,
together with those of its wholly owned subsidiary, John Hancock Variable Life
Insurance Company, owned Trust shares representing 100% of the net assets of
the Earnings Growth Fund on June 30, 2003. Signator Investors, Inc.
("Signator"), a company affiliated with John Hancock, acts as "principal
underwriter" of the Trust's shares pursuant to an Underwriting and Indemnity
Agreement, dated May 1, 1997, to which John Hancock and the Trust are parties.
Under that agreement, Signator collects no additional charges or commissions in
connection with its duties as principal underwriter. Signator's address is 197
Clarendon Street, Boston, Massachusetts 02116.
Trustees' Recommendation
The Board believes that the Sub-Investment Advisory Agreement with FMR and the
related Sub-Sub-Investment Advisory Agreement with FMRC are in the best
interests of the Earnings Growth Fund and the owners of its shares.
THE BOARD UNANIMOUSLY RECOMMENDS THAT OWNERS OF THE EARNINGS GROWTH FUND GIVE
INSTRUCTIONS TO VOTE FOR THE APPROVAL OF BOTH:
PROPOSAL 1A - THE SUB-INVESTMENT ADVISORY AGREEMENT WITH FMR
PROPOSAL 1B - THE SUB-SUB-INVESTMENT ADVISORY AGREEMENT WITH FMRC
8
GENERAL SOLICITATION AND VOTING INFORMATION
Information about the Solicitation
This solicitation is being made of all shares of the Earnings Growth Fund that
are attributable to interests in John Hancock Variable Life Accounts U, UV, V
and S; and John Hancock Variable Annuity Accounts U, V, JF, H and I.
(collectively, the "Accounts"). The cost of preparing, printing and mailing
this notice and proxy statement and the accompanying voting instructions form
will be borne by the Fund. Any other expenses will be reimbursed by John
Hancock to the Fund. In addition to solicitations by mail, certain John Hancock
employees may solicit voting instructions in person or by telephone; such
employees will not be compensated for such services.
Voting Instructions
Although John Hancock and its subsidiary John Hancock Variable Life Insurance
Company (together, the "Insurers"), through the Accounts, legally own all of
the Trust's shares, they will vote all of such shares in accordance with
instructions given by owners of variable life insurance policies and variable
annuity contracts, as discussed below. For this purpose, the owner of a
variable annuity contract during the period after annuity payments have
commenced is the annuitant.
Any authorized voting instructions will also be valid for any adjournment of
the Meeting and will be revocable only at the direction of the owner executing
them. If an insufficient number of affirmative votes are obtained to approve
any item, the Meeting may be adjourned to permit the solicitation of additional
votes.
Shares will be voted for any such adjournment in the discretion of the Insurer
in whose Account the shares are held. Whether a proposal is approved depends
upon whether a sufficient number of votes are cast for the proposal.
Accordingly, an instruction to abstain from voting on any proposal has the same
practical effect as an instruction to vote against that proposal.
Any person giving voting instructions may revoke them at any time prior to
their exercise by submitting a superseding voting instruction form or a notice
of revocation to the Trust. In addition, although mere attendance at the
Meeting will not revoke voting instructions, an owner present at the Meeting
may withdraw his/her voting instruction form and give voting instructions in
person. The Insurers will vote Trust shares in accordance with all properly
executed and unrevoked voting instructions received in time for the Meeting or
properly given at the Meeting.
The Insurers will vote the Trust shares of the Fund held in their respective
Accounts which are attributable to the variable life insurance policies and
variable
9
annuity contracts (collectively, the "Contracts") in accordance with the voting
instructions received from owners participating in that Fund. An Account's
shares in the Fund which are not attributable to Contracts or for which no
timely voting instructions are received will be represented and voted by the
Insurers in the same proportion as the voting instructions which are received
from all owners participating in the Fund through that Account. Fund shares
which are not attributable to Contracts include shares purchased with
contributions made as "seed money" to the Fund by the Insurers.
Please refer to Appendix D to this statement if you wish additional information
about the number of shares of the Fund that are outstanding.
Required Voting
In order for the shareholders of the Fund to approve either of proposals 1A or
1B in this proxy statement, the proposal must receive the favorable vote of a
majority of the outstanding shares of the Fund. When used in this proxy
statement, a "majority vote of the outstanding voting shares" means the
affirmative vote of more than 50% of the outstanding shares or, if it is less,
67% or more of the shares present or represented at the Meeting.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING STAMPED
ENVELOPE. IN ORDER TO AVOID UNNECESSARY DELAY, WE ASK YOUR COOPERATION IN
MAILING THE PROXY PROMPTLY. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
MEETING.
10
Appendix A
Funds with Investment Objectives Similar to the Portfolio and
Advised by FMR and/or FMRC
The Fidelity funds listed in the table below rely on FMR (together, in some
cases, with FMR affiliates) to provide primary investment advisory services.
This differs from the circumstances of the Earnings Growth Fund, therefore,
where FMR and FMRC will provide only day-to-day sub-advisory services.
Accordingly, the fees shown in the table below for each Fidelity fund covers a
broader scope of services than the fees to be paid by John Hancock to FMR under
the sub-investment advisory arrangements for which approval is being sought in
this proxy statement. Unless otherwise stated in the notes following the table,
neither FMR nor FMRC have agreed to waive or reduce their compensation for any
fund shown in the table as of July 28, 2003.
Table of Average Net Assets and Expense Ratios(a)
Ratio of Net
Advisory Fees
to Average
Average Net Assets
Investment Fiscal Net Assets Paid
Objective and Fund Year End(a) (millions)(b) to FMR(c)
- ------------------ ----------- ------------- -------------
Growth
Fidelity Large Cap Stock Fund(g)(h)..... 4/30/02 $ 666.3 0.53%
Fidelity Mid Cap Stock Fund(g)(h)....... 4/30/02 6,552.6 0.69
Fidelity Small Cap Retirement Fund(g)(h) 4/30/02 21.1 0.00(z)
Fidelity Small Cap Stock Fund(g)(h)..... 4/30/02 1,314.2 0.86
Fidelity Contrafund/R/ II(g)(h)......... 6/30/02 1,027.1 0.81
Fidelity Fifty/R/(g)(h)................. 6/30/02 491.2 0.77
Fidelity Advisor Focus Funds:(g)(h)
Biotechnology:(x)
Class A.............................. 7/31/02 5.6 0.58
Class T.............................. 7/31/02 8.4 0.58
Class B.............................. 7/31/02 12.0 0.58
Class C.............................. 7/31/02 9.0 0.58
Institutional Class.................. 7/31/02 1.1 0.58
Consumer Industries:(x)
Class A.............................. 7/31/02 5.4 0.58
Class T.............................. 7/31/02 12.5 0.58
Class B.............................. 7/31/02 13.7 0.58
Class C.............................. 7/31/02 5.7 0.58
Institutional Class.................. 7/31/02 1.3 0.58
Cyclical Industries:(x)
Class A.............................. 7/31/02 3.5 0.58
Class T.............................. 7/31/02 6.2 0.58
A-1
Ratio of Net
Advisory Fees
to Average
Average Net Assets
Investment Fiscal Net Assets Paid
Objective and Fund Year End(a) (millions)(b) to FMR(c)
------------------ ----------- ------------- -------------
Class B.................... 7/31/02 $ 8.9 0.58%
Class C.................... 7/31/02 4.8 0.58
Institutional Class........ 7/31/02 2.2 0.58
Developing Communications(x):
Class A.................... 7/31/02 0.6 0.58
Class T.................... 7/31/02 1.8 0.58
Class B.................... 7/31/02 1.7 0.58
Class C.................... 7/31/02 1.2 0.58
Institutional Class........ 7/31/02 0.2 0.58
Electronics(x):
Class A.................... 7/31/02 5.4 0.58
Class T.................... 7/31/02 14.6 0.58
Class B.................... 7/31/02 12.9 0.58
Class C.................... 7/31/02 12.7 0.58
Institutional Class........ 7/31/02 1.2 0.58
Financial Services:
Class A.................... 7/31/02 71.2 0.58
Class T.................... 7/31/02 207.1 0.58
Class B.................... 7/31/02 245.0 0.58
Class C.................... 7/31/02 134.3 0.58
Institutional Class........ 7/31/02 18.1 0.58
Health Care:
Class A.................... 7/31/02 126.5 0.58
Class T.................... 7/31/02 349.3 0.58
Class B.................... 7/31/02 422.4 0.58
Class C.................... 7/31/02 208.4 0.58
Institutional Class........ 7/31/02 45.9 0.58
Natural Resources:
Class A.................... 7/31/02 22.7 0.58
Class T.................... 7/31/02 213.2 0.58
Class B.................... 7/31/02 73.0 0.58
Class C.................... 7/31/02 28.4 0.58
Institutional Class........ 7/31/02 6.2 0.58
Technology:
Class A.................... 7/31/02 161.7 0.58
Class T.................... 7/31/02 487.8 0.58
Class B.................... 7/31/02 548.6 0.58
Class C.................... 7/31/02 204.1 0.58
Institutional Class........ 7/31/02 17.8 0.58
A-2
Ratio of Net
Advisory Fees
to Average
Average Net Assets
Investment Fiscal Net Assets Paid
Objective and Fund Year End(a) (millions)(b) to FMR(c)
- ------------------ ----------- ------------- -------------
Telecommunications & Utilities Growth:
Class A................................ 7/31/02 $ 39.4 0.58%
Class T................................ 7/31/02 104.4 0.58
Class B................................ 7/31/02 154.7 0.58
Class C................................ 7/31/02 74.1 0.58
Institutional Class.................... 7/31/02 6.0 0.58
Fidelity Blue Chip Growth Fund(g)(h)...... 7/31/02 20,682.1 0.49
Fidelity Dividend Growth Fund(g)(h)....... 7/31/02 14,704.6 0.75
Fidelity Leveraged Company Stock
Fund(g)(h).............................. 7/31/02 66.5 0.63
Fidelity Low-Priced Stock Fund(g)(h)...... 7/31/02 13,672.9 0.75
Fidelity OTC Portfolio(g)(h).............. 7/31/02 7,567.1 0.86
Fidelity Export and Multinational
Fund(g)(h).............................. 8/31/02 641.9 0.58
Fidelity Destiny/SM/ I:(g)(h)
Class O.................................. 9/30/02 3,629.8 0.45
Class N.................................. 9/30/02 10.7 0.45
Fidelity Destiny/SM/ II:(g)(h)............
Class O.................................. 9/30/02 4,642.2 0.58
Class N.................................. 9/30/02 58.1 0.58
Fidelity Advisor Diversified International
Fund:(f)(h)
Class A.................................. 10/31/02 45.0 0.73
Class T.................................. 10/31/02 191.3 0.73
Class B.................................. 10/31/02 47.1 0.73
Class C.................................. 10/31/02 49.1 0.73
Institutional Class...................... 10/31/02 73.2 0.73
Fidelity Advisor Emerging Asia Fund:(f)(h)(x)
Class A.................................. 10/31/02 21.3 0.73
Class T.................................. 10/31/02 4.3 0.73
Class B.................................. 10/31/02 3.1 0.73
Class C.................................. 10/31/02 2.0 0.73
Institutional Class...................... 10/31/02 0.8 0.73
Fidelity Advisor Europe Capital
Appreciation Fund:(f)(h)(x)
Class A.................................. 10/31/02 2.6 0.73
Class T.................................. 10/31/02 9.1 0.73
Class B.................................. 10/31/02 6.7 0.73
Class C.................................. 10/31/02 4.0 0.73
Institutional Class...................... 10/31/02 0.8 0.73
A-3
Ratio of Net
Advisory Fees
to Average
Average Net Assets
Investment Fiscal Net Assets Paid
Objective and Fund Year End(a) (millions)(b) to FMR(c)
- ------------------ ----------- ------------- -------------
Fidelity Advisor Global Equity Fund:(f)(h)(x)
Class A..................................... 10/31/02 $ 3.6 0.73%
Class T..................................... 10/31/02 10.4 0.73
Class B..................................... 10/31/02 4.6 0.73
Class C..................................... 10/31/02 3.6 0.73
Institutional Class......................... 10/31/02 1.0 0.73
Fidelity Advisor International Capital
Appreciation Fund:(f)(h)
Class A..................................... 10/31/02 16.0 0.73
Class T..................................... 10/31/02 107.7 0.73
Class B..................................... 10/31/02 41.2 0.73
Class C..................................... 10/31/02 43.2 0.73
Institutional Class......................... 10/31/02 7.9 0.73
Fidelity Advisor Japan Fund:(f)(h)(x)
Class A..................................... 10/31/02 3.9 0.73
Class T..................................... 10/31/02 9.5 0.73
Class B..................................... 10/31/02 12.3 0.73
Class C..................................... 10/31/02 7.9 0.73
Institutional Class......................... 10/31/02 6.1 0.73
Fidelity Advisor Korea Fund:(f)(h)(x)
Class A..................................... 10/31/02 15.1 0.83
Class T..................................... 10/31/02 2.2 0.83
Class B..................................... 10/31/02 1.1 0.83
Class C..................................... 10/31/02 1.5 0.83
Institutional Class......................... 10/31/02 0.5 0.83
Fidelity Advisor Latin America Fund:(f)(h)(x)
Class A..................................... 10/31/02 0.6 0.73
Class T..................................... 10/31/02 1.1 0.73
Class B..................................... 10/31/02 1.1 0.73
Class C..................................... 10/31/02 0.9 0.73
Institutional Class......................... 10/31/02 0.4 0.73
Fidelity Advisor Overseas Fund:(f)(h)
Class A..................................... 10/31/02 46.3 0.82
Class T..................................... 10/31/02 1,161.1 0.82
Class B (x)................................. 10/31/02 71.4 0.82
Class C (x)................................. 10/31/02 47.2 0.82
Institutional Class......................... 10/31/02 76.8 0.82
A-4
Ratio of Net
Advisory Fees
to Average
Average Net Assets
Investment Fiscal Net Assets Paid
Objective and Fund Year End(a) (millions)(b) to FMR(c)
- ------------------ ----------- ------------- -------------
Fidelity Advisor Tax Managed Stock Fund:
(g)(h)(x)
Class A................................ 10/31/02 $ 1.6 0.58%
Class T................................ 10/31/02 2.7 0.58
Class B................................ 10/31/02 1.6 0.58
Class C................................ 10/31/02 2.4 0.58
Institutional Class.................... 10/31/02 0.8 0.58
Fidelity Aggressive International
Fund(f)(h)............................ 10/31/02 257.1 1.05
Fidelity Canada Fund(f)(h).............. 10/31/02 84.0 0.95
Fidelity Capital Appreciation Fund(g)(h) 10/31/02 2,047.2 0.81
Fidelity China Region Fund(f)(h)........ 10/31/02 128.8 0.73
Fidelity Disciplined Equity Fund(g)(h).. 10/31/02 2,944.2 0.74
Fidelity Diversified International Fund
(f)(h)................................ 10/31/02 6,760.0 0.90
Fidelity Emerging Markets Fund(f)(h).... 10/31/02 296.1 0.73
Fidelity Europe Fund(f)(h).............. 10/31/02 1,054.2 0.81
Fidelity Europe Capital Appreciation
Fund(f)(h)............................ 10/31/02 468.6 0.98
Frank Russell Investment Company (FRIC)
International(f)(h)................... 10/31/02 100.9 0.35
FRIC International Securities(f)(h)..... 10/31/02 78.8 0.35
Fidelity Focused Stock Fund(g)(h)....... 10/31/02 46.3 0.64
Fidelity Global Balanced Fund(f)(h)..... 10/31/02 92.2 0.73
Fidelity International Growth & Income
Fund(f)(h)............................ 10/31/02 927.6 0.73
Fidelity International Small Cap
Fund(e)(f)(h)......................... 10/31/02 2.6 0.00(d)(z)
Fidelity Japan Fund(f)(h)............... 10/31/02 308.2 1.00
Fidelity Japan Smaller Companies
Fund(f)(h)............................ 10/31/02 388.2 0.73
Fidelity Latin America Fund(f)(h)....... 10/31/02 186.4 0.73
Fidelity Nordic Fund(f)(h).............. 10/31/02 92.7 0.73
Fidelity Overseas Fund(f)(h)............ 10/31/02 3,367.6 0.85
Fidelity Pacific Basin Fund(f)(h)....... 10/31/02 342.3 0.99
Fidelity Small Cap Independence
Fund(g)(h)............................ 10/31/02 1,003.3 0.77
Fidelity Southeast Asia Fund(f)(h)...... 10/31/02 287.8 0.97
Fidelity Stock Selector(g)(h)........... 10/31/02 916.4 0.66
A-5
Ratio of Net
Advisory Fees
to Average
Average Net Assets
Investment Fiscal Net Assets Paid
Objective and Fund Year End(a) (millions)(b) to FMR(c)
- ------------------ ----------- ------------- -------------
Fidelity Tax Managed Stock Fund(g)(h)....... 10/31/02 $ 84.5 0.58%
Fidelity Worldwide Fund(f)(h)............... 10/31/02 750.5 0.86
Fidelity Advisor Aggressive Growth
Fund:(g)(h)(x)
Class A.................................... 11/30/02 3.0 0.63
Class T.................................... 11/30/02 13.6 0.63
Class B.................................... 11/30/02 7.2 0.63
Class C.................................... 11/30/02 7.8 0.63
Institutional Class........................ 11/30/02 0.7 0.63
Fidelity Advisor Dividend Growth
Fund:(g)(h)
Class A.................................... 11/30/02 179.1 0.58
Class T.................................... 11/30/02 1,299.8 0.58
Class B.................................... 11/30/02 438.6 0.58
Class C.................................... 11/30/02 321.6 0.58
Institutional Class........................ 11/30/02 359.1 0.58
Fidelity Advisor Dynamic Capital
Appreciation Fund:(g)(h)
Class A.................................... 11/30/02 23.8 0.58
Class T.................................... 11/30/02 180.7 0.58
Class B.................................... 11/30/02 80.9 0.58
Class C.................................... 11/30/02 54.3 0.58
Institutional Class........................ 11/30/02 4.5 0.58
Fidelity Advisor Equity Growth Fund:(g)(h)
Class A.................................... 11/30/02 563.6 0.58
Class T.................................... 11/30/02 5,828.0 0.58
Class B (x)................................ 11/30/02 1,431.6 0.58
Class C.................................... 11/30/02 624.7 0.58
Institutional Class........................ 11/30/02 1,948.4 0.58
Fidelity Advisor Equity Value Fund:(g)(h)(x)
Class A.................................... 11/30/02 2.4 0.58
Class T.................................... 11/30/02 15.3 0.58
Class B.................................... 11/30/02 8.2 0.58
Class C.................................... 11/30/02 7.2 0.58
Institutional Class........................ 11/30/02 0.4 0.58
Fidelity Advisor Fifty Fund:(g)(h)(x)
Class A.................................... 11/30/02 4.8 0.58
Class T.................................... 11/30/02 19.7 0.58
Class B.................................... 11/30/02 13.3 0.58
Class C.................................... 11/30/02 7.7 0.58
A-6
Ratio of Net
Advisory Fees
to Average
Average Net Assets
Investment Fiscal Net Assets Paid
Objective and Fund Year End(a) (millions)(b) to FMR(c)
- ------------------ ----------- ------------- -------------
Institutional Class.................... 11/30/02 $ 0.8 0.58%
Fidelity Advisor Growth Opportunities
Fund:(g)(h)
Class A................................ 11/30/02 247.1 0.12
Class T................................ 11/30/02 6,257.9 0.12
Class B................................ 11/30/02 747.8 0.12
Class C................................ 11/30/02 181.1 0.12
Institutional Class.................... 11/30/02 146.4 0.12
Fidelity Advisor Large Cap Fund:(g)(h)
Class A................................ 11/30/02 37.5 0.58
Class T................................ 11/30/02 284.5 0.58
Class B(x)............................. 11/30/02 101.6 0.58
Class C................................ 11/30/02 43.1 0.58
Institutional Class.................... 11/30/02 57.0 0.58
Fidelity Advisor Leveraged Company Stock
Fund:(g)(h)(x)
Class A................................ 11/30/02 0.7 0.63
Class T................................ 11/30/02 1.5 0.63
Class B................................ 11/30/02 1.0 0.63
Class C................................ 11/30/02 1.5 0.63
Institutional Class.................... 11/30/02 0.5 0.63
Fidelity Advisor Mid Cap Fund:(g)(h)
Class A................................ 11/30/02 324.1 0.58
Class T................................ 11/30/02 1,649.1 0.58
Class B................................ 11/30/02 577.8 0.58
Class C................................ 11/30/02 294.7 0.58
Institutional Class.................... 11/30/02 204.9 0.58
Fidelity Advisor Small Cap Fund:(g)(h)
Class A................................ 11/30/02 117.7 0.73
Class T................................ 11/30/02 640.7 0.73
Class B................................ 11/30/02 270.2 0.73
Class C................................ 11/30/02 205.0 0.73
Institutional Class.................... 11/30/02 69.5 0.73
Fidelity Advisor Strategic Growth Fund:
(g)(h)(x)
Class A................................ 11/30/02 4.2 0.58
Class T................................ 11/30/02 12.3 0.58
Class B................................ 11/30/02 9.6 0.58
Class C................................ 11/30/02 2.5 0.58
Institutional Class.................... 11/30/02 0.4 0.58
A-7
Ratio of Net
Advisory Fees
to Average
Average Net Assets
Investment Fiscal Net Assets Paid
Objective and Fund Year End(a) (millions)(b) to FMR(c)
- ------------------ ----------- ------------- -------------
Fidelity Advisor Value Strategies
Fund:(g)(h)
Class A................................ 11/30/02 $ 118.1 0.58%
Class T................................ 11/30/02 735.6 0.58
Class B................................ 11/30/02 198.7 0.58
Initial Class.......................... 11/30/02 17.4 0.58
Class C................................ 11/30/02 40.8 0.58
Institutional Class.................... 11/30/02 64.5 0.58
Fidelity Aggressive Growth Fund(g)(h)... 11/30/02 5,267.9 0.17
Fidelity Growth Company Fund(g)(h)...... 11/30/02 18,209.0 0.84
Fidelity Independence Fund(g)(h)........ 11/30/02 4,960.8 0.86
Fidelity New Millennium Fund (g)(h)..... 11/30/02 2,734.2 0.87
Fidelity ContrafundR(g)(h).............. 12/31/02 30,114.2 0.81
Fidelity Trend Fund (g)(h).............. 12/31/02 842.5 0.82
Japan Fund(f)(g)(h)..................... 12/31/02 238.3 0.59
EQ Advisors Trust EQ/FI Mid Cap......... 12/31/02 292.0 0.49
EQ Advisor Trust EQ/FI Small/Mid Cap
Value................................. 12/31/02 639.3 0.49
ING FMR Diversified Mid Cap(h).......... 12/31/02 91.1 0.50
LB Series All Cap(h).................... 12/31/02 35.4 0.60
LSA Variable Series Diversified Mid
Cap(h)................................ 12/31/02 5.4 0.55
Manufacturers Investment Large Cap
Growth(h)............................. 12/31/02 394.2 0.40
Manufacturers Investment Overseas(h).... 12/31/02 323.2 0.50
Manufacturers Investment Strategic
Opportunities(h)...................... 12/31/02 497.8 0.35
MassMutual Institutional Blue Chip
Growth(h)............................. 12/31/02 298.4 0.54
MassMutual Institutional Value
Equity(h)............................. 12/31/02 87.2 0.50
Prudential Series SP Large Cap Value.... 12/31/02 38.6 0.50
Prudential Series SP Small/Mid Cap
Value................................. 12/31/02 99.0 0.55
Russell Investment Non-U.S.(f)(h)....... 12/31/02 37.0 0.35
Travelers Series Large Cap.............. 12/31/02 175.7 0.45
Vantagepoint Growth(h).................. 12/31/02 562.1 0.61
Fidelity Variable Insurance Products:(h)
Growth
Initial Class........................ 12/31/02 8,976.0 0.58
A-8
Ratio of Net
Advisory Fees
to Average
Average Net Assets
Investment Fiscal Net Assets Paid
Objective and Fund Year End(a) (millions)(b) to FMR(c)
- ------------------ ----------- ------------- -------------
Service Class........................ 12/31/02 $1,331.5 0.58%
Service Class 2...................... 12/31/02 214.9 0.58
Service Class 2R (e)................. 12/31/02 $ 0.1 0.58%
Overseas(f)
Initial Class........................ 12/31/02 1,298.6 0.73
Initial Class R (e).................. 12/31/02 11.3 0.73
Service Class........................ 12/31/02 223.6 0.73
Service Class R (e).................. 12/31/02 11.6 0.73
Service Class 2...................... 12/31/02 65.9 0.73
Service Class 2R (e)................. 12/31/02 0.5 0.73
Value(g)(x)
Initial Class........................ 12/31/02 0.3 0.58
Service Class........................ 12/31/02 1.2 0.58
Service Class 2...................... 12/31/02 2.0 0.58
Fidelity Variable Insurance Products II:
Contrafund(g)(h)
Initial Class........................ 12/31/02 6,572.9 0.58
Service Class........................ 12/31/02 1,195.1 0.58
Service Class 2...................... 12/31/02 335.7 0.58
Service Class 2R (e)................. 12/31/02 0.2 0.58
Fidelity Variable Insurance Products
III:(g)(h)
Aggressive Growth(x)
Initial Class........................ 12/31/02 0.8 0.63
Service Class........................ 12/31/02 1.0 0.63
Service Class 2...................... 12/31/02 4.3 0.63
Dynamic Capital Appreciation(x)
Initial Class........................ 12/31/02 0.6 0.58
Service Class........................ 12/31/02 1.0 0.58
Service Class 2...................... 12/31/02 5.2 0.58
Growth Opportunities
Initial Class........................ 12/31/02 510.9 0.58
Service Class........................ 12/31/02 230.8 0.58
Service Class 2...................... 12/31/02 44.2 0.58
Fidelity Variable Insurance Products
III:(g)(h) continued
Mid Cap
Initial Class........................ 12/31/02 566.7 0.58
Service Class........................ 12/31/02 385.7 0.58
Service Class 2...................... 12/31/02 358.5 0.58
A-9
Ratio of Net
Advisory Fees
to Average
Average Net Assets
Investment Fiscal Net Assets Paid
Objective and Fund Year End(a) (millions)(b) to FMR(c)
------------------ ----------- ------------- -------------
Value Strategies (e)(x)
Initial Class.................... 12/31/02 $ 1.4 0.58(d)%
Service Class.................... 12/31/02 4.0 0.58(d)
Service Class 2.................. 12/31/02 13.5 0.58(d)
Fidelity Variable Insurance Products
IV:(g)(h)
Consumer Industries................ 12/31/02 14.3 0.58
Cyclical Industries................ 12/31/02 12.0 0.58
Financial Services................. 12/31/02 37.1 0.58
Growth Stock(e)(x)
Initial Class.................... 12/31/02 1.5 0.58(d)
Service Class.................... 12/31/02 1.5 0.58(d)
Service Class 2.................. 12/31/02 2.0 0.58(d)
Health Care........................ 12/31/02 54.6 0.58
Natural Resources.................. 12/31/02 22.1 0.58
Real Estate(e)(x)
Initial Class.................... 12/31/02 2.0 0.58(d)
Service Class.................... 12/31/02 1.5 0.58(d)
Service Class 2.................. 12/31/02 1.5 0.58(d)
Technology......................... 12/31/02 32.0 0.59
Telecommunications & Utilities
Growth........................... 12/31/02 8.0 0.58(z)
Fidelity Structured Large Cap Growth 1/31/03 29.6 0.34(z)
Fidelity Structured Large Cap Value. 1/31/03 1.8 0.00(z)
Fidelity Structured Mid Cap Growth.. 1/31/03 18.1 0.00(z)
Fidelity Structured Mid Cap Value... 1/31/03 43.1 0.48(z)
Fidelity Utilities Fund(d)(f)....... 1/31/03 938.3 0.67
Fidelity Select Portfolios/R/:(g)(h)
Air Transportation................. 2/28/03 39.2 0.58
Automotive......................... 2/28/03 33.6 0.58
Banking............................ 2/28/03 450.0 0.58
Biotechnology...................... 2/28/03 1,718.4 0.58
Brokerage and Investment
Management....................... 2/28/03 364.5 0.58
Business Services and Outsourcing.. 2/28/03 41.4 0.58
Chemicals.......................... 2/28/03 41.0 0.58
Computers.......................... 2/28/03 703.4 0.58
Construction and Housing........... 2/28/03 78.6 0.58
Consumer Industries................ 2/28/03 22.6 0.58
A-10
Ratio of Net
Advisory Fees
to Average
Average Net Assets
Investment Fiscal Net Assets Paid
Objective and Fund Year End(a) (millions)(b) to FMR(c)
------------------ ----------- ------------- -------------
Cyclical Industries........... 2/28/03 $ 17.9 0.58%
Defense and Aerospace......... 2/28/03 363.3 0.58
Developing Communications..... 2/28/03 392.8 0.58
Electronics................... 2/28/03 3,137.9 0.58
Energy........................ 2/28/03 206.7 0.58
Energy Service................ 2/28/03 513.4 0.58
Environmental................. 2/28/03 12.2 0.44(z)
Financial Services............ 2/28/03 485.2 0.58
Food and Agriculture.......... 2/28/03 113.9 0.58
Gold.......................... 2/28/03 584.1 0.59
Health Care................... 2/28/03 1,995.3 0.58
Home Finance.................. 2/28/03 419.9 0.58
Industrial Equipment.......... 2/28/03 21.1 0.58
Industrial Materials.......... 2/28/03 36.0 0.59
Insurance..................... 2/28/03 121.3 0.58
Leisure....................... 2/28/03 141.9 0.58
Medical Delivery.............. 2/28/03 191.8 0.58
Medical Equipment and Systems. 2/28/03 138.5 0.58
Multimedia.................... 2/28/03 111.1 0.59
Natural Gas................... 2/28/03 161.6 0.58
Natural Resources............. 2/28/03 28.2 0.58
Networking and Infrastructure. 2/28/03 86.7 0.58
Paper and Forest Products..... 2/28/03 25.0 0.58
Pharmaceuticals(e)............ 2/28/03 52.7 0.58
Retailing..................... 2/28/03 88.2 0.58
Software and Computer Services 2/28/03 634.8 0.58
Technology.................... 2/28/03 1,690.6 0.58
Telecommunications............ 2/28/03 350.4 0.58
Transportation................ 2/28/03 34.6 0.58
Utilities Growth.............. 2/28/03 201.3 0.58
Wireless(e)................... 2/28/03 65.6 0.58
Fidelity Magellan Fund(g)(h)... 3/31/03 61,072.0 0.56
- --------
(a) All fund data are as of the fiscal year end noted in the chart or as of
March 31, 2003, if fiscal year end figures are not yet available.
(b) Average net assets are computed on the basis of average net assets of each
fund or class at the close of business on each business day throughout its
fiscal period.
A-11
(c) Reflects reductions for any expense reimbursement paid by or due from FMR
pursuant to voluntary or state expense limitations. Funds so affected are
indicated by a (z). For multiple class funds, the ratio of net advisory
fees to average net assets is presented gross of reductions for certain
classes, for presentation purposes. Funds so affected are indicated by an
(x).
(d) Annualized
(e) Less than a complete fiscal year
(f) Fidelity Management & Research Company (FMR) has entered into sub-advisory
agreements with the following affiliates: Fidelity Management & Research
(U.K.) Inc. (FMR U.K.), Fidelity Management & Research (Far East) Inc. (FMR
Far East), and Fidelity International Investment Advisors (FIIA) with
respect to the fund.
(g) FMR has entered into sub-advisory agreements with FMR U.K. and FMR Far East
with respect to the fund.
(h) FMR Co., Inc. (FMRC) serves as sub-advisor or sub-sub-advisor for the fund.
FMR is primarily responsible for choosing investments for the fund. FMRC is
a wholly owned subsidiary of FMR.
A-12
Appendix B
PROPOSAL 1A - SUMMARY AND FORM OF NEW SUB-INVESTMENT ADVISORY AGREEMENT
The FMR Sub-Investment Advisory Agreement to be voted upon for the Earnings
Growth Fund is summarized below.
The Sub-Investment Advisory Agreement contains the agreement of FMR to act as a
sub-investment adviser to the "Multi Cap Growth Fund", which was renamed the
"Earnings Growth Fund" on May 1, 2003. Under the agreement with FMR, FMR will
provide the Fund with a continuing and suitable investment program for the
Fund's assets.
Pursuant to the agreement, FMR is required to adhere to the investment
policies, guidelines and restrictions of the Fund, as established by the Trust
and John Hancock from time to time when managing the investment and
reinvestment of the Fund's assets. At its own expense, FMR agrees to provide
specific services, including: (a) advising the Trust in connection with
investment policy decisions to be made by its Board of Trustees or any
committee thereof regarding the Fund's assets and, upon request, furnishing the
Trust with research, economic and statistical data in connection with the
Fund's investments and investment policies; (b) submitting information as John
Hancock or the Trust's Board of Trustees may reasonably request, to assist the
custodian in its determination of the market value of securities held in the
Fund (to the extent such securities are not otherwise priceable using an
approved pricing service); (c) placing orders for purchases and sales of
portfolio investments for the Fund assets that it manages; (d) maintaining and
preserving the records relating to its activities required by the 1940 Act to
be maintained and preserved by the Trust, to the extent not maintained by the
custodian, transfer agent or John Hancock; and (e) absent specific instructions
to the contrary provided to it by John Hancock and subject to its receipt of
all necessary voting materials, voting all proxies with respect to investments
for the Fund assets that it manages in accordance with FMR's proxy voting
policy as most recently provided to John Hancock.
The services provided by FMR are subject to the overall supervision, direction,
control and review of John Hancock and the Board of Trustees of the Trust., and
FMR may delegate some or all of its duties to FMRC provided that FMR remains
responsible for FMRC's activities.
Each party to the Sub-Investment Advisory Agreement bears the costs and
expenses of performing its obligations thereunder. In this regard, the Trust
specifically agrees to assume the expense of: (a) brokerage commissions for
transactions in the portfolio investments of the Trust and similar fees and
charges for the acquisition, disposition, lending or borrowing of such
portfolio investments; (b) custodian fees and expenses; (c) all taxes,
including issuance and transfer taxes, and reserves for taxes payable by the
Trust to federal, state or other governmental agencies; and (d) interest
payable on the Trust's borrowings.
B-1
In connection with the investment and reinvestment of the Fund assets that it
manages, FMR is authorized to select the brokers or dealers that will execute
purchase and sale transactions for the Fund. FMR is obligated to use its best
efforts to obtain the best overall terms available in relation to the services
received on behalf of the Fund with respect to all such purchases and sales of
such assets. Subject to that obligation, FMR has the right, to the extent
authorized by the Securities Exchange Act of 1934, to follow a policy of
selecting brokers who furnish brokerage and research services to the Fund or to
FMR, and who charge a higher commission rate to the Fund than may result when
allocating brokerage solely on the basis of seeking the most favorable price
and execution. FMR is required to determine in good faith that the higher cost
was reasonable in relation to the value of the brokerage and research services
provided, and may combine orders for the sale or purchase of portfolio
securities of the Fund with those for other registered investment companies
managed by FMR or its affiliates, if orders are allocated in a manner deemed
equitable by FMR among the accounts and at a price approximately averaged.
FMR is generally not permitted to receive any tender offer solicitation fees or
similar payments in connection with the tender of investments of the Fund.
No provision of the Sub-Investment Advisory Agreement protects FMR or John
Hancock against any liability to the Trust or its shareholders to which it
might otherwise be subject by reason of any willful misfeasance, bad faith or
negligence in the performance of its duties or the reckless disregard of its
obligations and duties. However FMR is obligated only to perform the services
described in the Sub-Investment Advisory Agreement, and it has made no
representation nor any warranty that any level of investment performance or
level of investment results will be achieved.
Unless modified or terminated, the Sub-Investment Advisory Agreement will
continue with respect to the Fund for an initial 2 year period and from year to
year after that, but only so long as such continuance is specifically approved
at least annually by (a) a majority of the independent Trustees, cast in person
at a meeting called for the purpose of voting on such approval, and (b) either
a vote of the Board of Trustees or a majority of the outstanding voting shares
of the Fund. The Sub-Investment Advisory Agreement also provides that it may be
terminated at any time without penalty by the Trust's Board of Trustees, by
majority vote of the outstanding voting shares of the Fund or, on 60 days'
notice, by John Hancock or FMR. The Sub-Investment Advisory Agreement
automatically terminates in the event of its assignment or if the Investment
Management Agreement between the Trust and John Hancock for the Fund is
terminated.
The form of the FMR Sub-Investment Management Agreement to be voted upon for
the Earnings Growth Fund is shown on the following pages B-3 to B-15.
B-2
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the [Insert Date] by and among John Hancock Variable
Series Trust I, a Massachusetts business trust (the "Trust"), Fidelity
Management & Research Company, a Delaware corporation, ("FMR") and John Hancock
Life Insurance Company, a Massachusetts corporation ("JHLICO").
WHEREAS, the Trust is organized and is engaged in business as an open-end
management investment company and is so registered under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, JHLICO and FMR are each engaged in the business of rendering
investment advice under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Trust is authorized to issue its shares in separate classes,
with each such class representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Trust offers shares in several classes, one of which is
designated as the John Hancock Earnings Growth Fund (together with all other
classes established by the Trust, collectively referred to as the "Funds"),
each of which pursues its investment objectives through separate investment
policies; and
WHEREAS, the Trust has retained JHLICO to render investment management
services to the Trust pursuant to an investment management agreement dated as
of March 14, 1996, as amended (the "Investment Management Agreement"), pursuant
to which it may contract with one or more sub-managers with respect to the John
Hancock Earnings Growth Fund.
NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties
hereto as follows:
1. APPOINTMENT OF SUB-INVESTMENT ADVISOR
(a) Subject Fund. FMR is hereby appointed and FMR hereby accepts the
appointment to act as investment adviser to the John Hancock Earnings Growth
Fund (the "Subject Fund") effective [Insert effective date] for the period and
on the terms herein set forth, and for the compensation herein provided.
(b) Additional Subject Funds. In the event that the Trust and JHLICO desire
to retain FMR to render investment advisory services hereunder for any other
Fund, they shall so notify FMR in writing. If it is willing to render such
services, FMR shall notify the Trust in writing, whereupon such Fund shall
become a Subject Fund hereunder.
B-3
(c) Incumbency Certificates. FMR shall furnish to JHLICO, within ten (10)
days of the execution of this Agreement, a certificate of a senior officer of
FMR setting forth (by name and title, and including specimen signatures) those
officers of FMR who are authorized to give instructions for the Subject Fund
pursuant to the provisions of this Agreement. FMR shall promptly provide
supplemental certificates in connection with each additional Subject Fund (if
any) and further supplemental certificates, as needed, to reflect all changes
with respect to such authorized officers for any Subject Fund. On behalf of the
Trust, JHLICO shall instruct the custodian for the Subject Fund to accept
instructions with respect to the Subject Fund from the officers of FMR so named.
(d) Independent Contractor. FMR shall for all purposes herein be deemed to
be an independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or be deemed an agent of the Trust.
(e) FMR's Representations. FMR represents, warrants and agrees (i) that it
is duly incorporated and validly existing and in good standing under the laws
of the State of Delaware, (ii) that it has all the requisite power and
authority under the laws of Delaware and Federal securities laws, and has taken
all necessary corporate action to authorize FMR to execute, deliver and perform
this Agreement, (iii) that it is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act"), and that it will
remain so registered and will comply with the requirements of said Act, and the
rules and regulations thereunder, at all times while this Agreement remains in
effect, (iv) that it will promptly notify JHLICO if the foregoing
representation and agreement shall cease to be true in any material respect at
any time during the term of this Agreement, (v) that it will promptly notify
JHLICO of any material change in the ownership of FMR, or of any change in the
identity of the personnel who manage the Subject Fund, (vi) that it has adopted
a code of ethics complying with the requirements of Section 17(j) and Rule
17j-1 under the 1940 Act and will amend such code, or adopt a supplementary
code of ethics, to the extent required under Section 406 of the Sarbanes-Oxley
Act of 2002 and the rules promulgated thereunder, and has and will provide true
and complete copies of each such code to the Trust and to JHLICO, and has and
will adopt procedures designed to prevent violations of any such codes, (vi)
that it has furnished the Trust and JHLICO each with a copy of FMR's Form ADV,
as most recently filed with the Securities and Exchange Commission ("SEC"), and
will promptly furnish copies of each future amendment thereto; and (vii) that
it presently maintains, and shall continue to maintain as long as this
Agreement is in effect, Directors & Officers, Errors & Omissions and fidelity
bond insurance coverages FMR deems sufficient.
2. PROVISION OF INVESTMENT ADVISORY SERVICES.
FMR will provide for the Subject Fund a continuing and suitable investment
program consistent with the investment objectives, policies, guidelines and
B-4
restrictions of said Fund, as established by the Trust and JHLICO. From time to
time, JHLICO or the Trust may provide FMR with additional or amended investment
policies, guidelines and restrictions. FMR, as sub-investment adviser, will
manage the investment and reinvestment of the assets in the Subject Fund, and
perform the functions set forth below, (i) subject to the overall supervision,
direction, control and review of JHLICO and the Board of Trustees of the Trust,
and (ii) consistent with the applicable investment objectives, policies,
guidelines and restrictions, the provisions of the Trust's Declaration of
Trust, By-laws, prospectus, statement of additional information (each as in
effect from time to time and as provided in writing to FMR by JHLICO), the 1940
Act and all other applicable laws and regulations (including any applicable
investment restrictions imposed by state insurance laws and regulations, or any
other directions or instructions, delivered to FMR in writing by JHLICO or the
Trust from time to time).
By its signature below, FMR acknowledges receipt of a copy of the Trust's
Declaration of Trust, By-laws, prospectus, and statement of additional
information, each as in effect on the date of this Agreement.
FMR will, at its own expense:
(a) advise the Trust in connection with investment policy decisions to be
made by its Board of Trustees or any committee thereof regarding the Subject
Fund and, as JHLICO may reasonably request on a monthly, quarterly or annual
basis, furnish the Trust with research, economic and statistical data in
connection with said Fund's investments and investment policies;
(b) submit information as JHLICO or the Trust's Board of Trustees may
reasonably request, to reasonably assist the custodian in its determination of
the market value of securities held in the Subject Fund; provided FMR shall not
bear responsibility or liability for the determination or accuracy of the
valuation of any securities and other assets of the Subject Fund;
(c) place orders for purchases, exchanges and sales of portfolio investments
for the Subject Fund (and shall have the authority to do so every day that the
market is open);
(d) give instructions to the Subject Fund's custodian concerning the
delivery of securities and transfer of cash for the Subject Fund; however, FMR
will not be responsible for the segregation of assets belonging to the Subject
Fund, nor for the acts or omissions of the Subject Fund's custodian, unless the
custodian's failure to segregate or other act or omission was caused by conduct
for which Section 7 hereof, or the Federal securities laws, impose liability
upon FMR;
B-5
(e) maintain and preserve the records relating to its activities hereunder
that are customarily maintained by FMR as sub-adviser and are required by the
1940 Act to be maintained and preserved by an investment company registered
under the 1940 Act;
(f) on a daily basis, provide JHLICO and the custodian with trade
information for each transaction effected for the Subject Fund, and promptly
provide to the custodian information on all brokerage or dealer confirmations;
(g) as soon as practicable following the end of each calendar month, provide
JHLICO with information on all transactions effected for the Subject Fund
during the month, a summary listing all investments held in such Fund as of the
last day of the month, and such other information as JHLICO may reasonably
request in connection with the accounting services that JHLICO provides for the
Subject Fund (it being understood that JHLICO or the Trust, and not FMR, shall
be responsible for the Subject Fund's accounting services and the costs
associated with such services); and
(h) absent specific instructions to the contrary provided to it by JHLICO at
least thirty (30) days prior to a vote and subject to its receipt of all
necessary voting materials, vote all proxies with respect to investments of the
Subject Fund in accordance with FMR's then-current proxy voting policy.
FMR will apprise JHLICO and the Trust of important political and economic
developments materially affecting the marketplace or the Subject Fund, and will
furnish JHLICO and the Trust's Board of Trustees from time to time such
information as is appropriate for this purpose on a monthly, quarterly or
annual basis. FMR will also make its personnel (including, on JHLICO's request,
investment personnel) available in Boston, Massachusetts or other reasonable
locations as often as quarterly to discuss the Subject Fund and FMR's
management thereof. FMR will also make qualified personnel available in Boston
or other reasonable locations upon reasonable request to educate JHLICO sales
personnel with respect thereto, and for such other purposes as the Trust or
JHLICO may request.
FMR will not consult with any other sub-manager or sub-adviser to the
Subject Fund or to any other Subject Fund (except for any delegate of FMR
pursuant to Section 12 below or any similar provision in any other Fund
sub-investment advisory agreement to which FMR is a party) concerning
transactions of the Subject Fund in securities or other assets, except as such
consultations may be reasonably necessary to ensure compliance with paragraphs
(a) and (b) of Rule 12d3-1 under the 1940 Act.
The Trust and JHLICO will provide timely information to FMR regarding such
matters as purchases and redemptions of shares in the Subject Fund and the
B-6
cash requirements of, and cash available for investment in, the Subject Fund.
JHLICO will timely provide FMR with monthly accounting statements for the
Subject Fund, and such other information (including, without limitation,
reports concerning the classification of Subject Fund securities for purposes
of Subchapter M of the Internal Revenue Code and Treasury Regulations Section
1.817) as may be reasonably necessary for FMR to perform its responsibilities
hereunder.
JHLICO represents and warrants that: (i) it is duly incorporated and validly
existing and in good standing as a corporation under the laws of the
Commonwealth of Massachusetts; (ii) it has all the requisite power and
authority under the laws of Massachusetts and Federal securities laws, and has
taken all necessary corporate action to authorize JHLICO to execute, deliver
and perform this Agreement; (iii) it is a registered investment adviser under
the Advisers Act and that it will remain so registered and will comply with the
requirements of said Act, and the rules and regulations thereunder, at all
times while this Agreement remains in effect, (iv) that it will promptly notify
FMR if the foregoing representation and agreement shall cease to be true in any
material respect at any time during the term of this Agreement, (v) that it
will promptly notify FMR of any material change in the ownership of JHLICO,
(vi) that it has adopted a code of ethics complying with the requirements of
Section 17(j) and Rule 17j-1 under the 1940 Act and will amend such code, or
adopt a supplementary code of ethics, to the extent required under Section 406
of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, and has
and will provide true and complete copies of each such code to the Trust, and
has and will adopt procedures designed to prevent violations of any such codes,
(vi) that it has furnished FMR with a copy of JHLICO's Form ADV, as most
recently filed with the SEC, and will promptly furnish copies of each future
amendment thereto; and (vii) that it presently maintains, and shall continue to
maintain as long as this Agreement is in effect, Directors & Officers, Errors &
Omissions and fidelity bond insurance coverages JHLICO deems sufficient.
3. ALLOCATION OF EXPENSES.
Each party to this Agreement shall bear the costs and expenses of performing
its obligations hereunder. Except for expenses specifically assumed or agreed
to be paid by FMR pursuant to this Agreement, FMR shall not be liable for any
expenses of JHLICO, the Trust or the Subject Fund, including, without
limitation, the expense of:
(a) brokerage commissions for transactions in the portfolio investments of
the Trust and similar fees and charges for the acquisition, disposition,
lending or borrowing of such portfolio investments;
(b) custodian fees and expenses;
B-7
(c) all taxes, including issuance and transfer taxes, and reserves for taxes
payable by the Trust to federal, state or other governmental agencies; and
(d) interest payable on the Trust's borrowings.
Nothing in this Agreement shall alter the allocation of expenses and costs
agreed upon between the Trust and JHLICO in the Investment Management Agreement
or any other agreement to which they are parties.
4. SUB-ADVISORY FEES.
For all of the services rendered with respect to the Subject Fund as herein
provided, JHLICO shall pay to FMR a fee (for the payment of which the Trust
shall have no obligation or liability), based on the Current Net Assets of the
Subject Fund, as set forth in Schedule I attached hereto and made a part
hereof, and as may be amended from time to time with respect to additional
Subject Funds. Such fee shall be accrued daily and payable monthly, as soon as
practicable after the last day of each calendar month. In the case of
termination of this Agreement with respect to a Subject Fund during any
calendar month, the fee with respect to such Subject Fund accrued to but
excluding the date of termination shall be paid promptly following such
termination. For purposes of computing the amount of advisory fee accrued for
any day, "Current Net Assets" shall mean the Subject Fund's net assets as of
the most recent preceding day for which that Subject Fund's net assets were
computed, calculated as set forth in the Subject Fund's prospectus.
5. PORTFOLIO TRANSACTIONS.
In connection with the investment and reinvestment of the assets of the
Subject Fund, FMR will place purchase and sell orders for the Subject Fund with
or through such banks, brokers, dealers or other firms dealing in securities
("Brokers") as it determines, which may include Brokers that are affiliated
persons of FMR, provided such orders are exempt from the provisions of Section
17(a), (d) and (e) of the 1940 Act. FMR is authorized to select the Broker that
will execute purchase and sale transactions for the Subject Fund and to use its
best efforts to obtain the best overall terms available in relation to the
services received on behalf of the Subject Fund with respect to all such
purchases and sales of portfolio securities for said Fund. Subject to this
primary requirement, and maintaining as its first consideration the benefits to
the Subject Fund and its shareholders, FMR shall have the right, to the extent
authorized by the Securities Exchange Act of 1934, as amended ("1934 Act"), to
follow a policy of selecting Brokers who furnish brokerage and research
services to the Subject Fund or to FMR, and who charge a higher commission rate
to the Subject Fund than may result when allocating brokerage solely on the
basis of seeking the prices which are advantageous to the
B-8
Subject Fund, if FMR determines in good faith that such commission is
reasonable in relation to the brokerage and research services provided by the
Broker, viewed in terms of either that particular transaction or the overall
responsibilities of FMR with respect to the accounts as to which it exercises
investment discretion (as such term is defined under Section 3(a)(35) of the
1934 Act). In selecting Brokers, FMR may also consider all factors it deems
relevant, including the reliability, integrity and financial condition of the
Broker, and the size of and difficulty in executing the order.
The parties hereto understand that FMR does not have in place arrangements
that would permit, in most cases, tender offer solicitation fees or similar
payments in connection with the tender of any Fund investments to be remitted
to the Fund. If FMR ever does have such arrangements in place, it will remit
any such fees or payments to the Subject Fund.
6. OWNERSHIP OF INFORMATION, RECORDS, AND CONFIDENTIALITY.
The Trust shall own and control all records maintained hereunder by FMR on
the Trust's behalf and, in the event of termination of this Agreement with
respect to any Fund for any reason, all records relating to the Subject Fund
shall be promptly returned to the Trust, free from any claim or retention of
rights by FMR, provided that (subject to Sections 6 and 13 below) FMR may
retain copies of such records. FMR also agrees, upon request of the Trust,
promptly to surrender such books and records or, at its expense, copies
thereof, to the Trust or to reasonably make such books and records available
for audit or inspection during normal business hours by JHLICO or other agents
of the Trust reasonably designated by the Trust. FMR further agrees to
maintain, prepare and preserve such books and records in accordance with
Section 31 of the 1940 Act and Rules 31a-1 and 31a-2 under the 1940 Act and to
cooperate with JHLICO and for JHLICO to supply all information requested by any
securities and insurance regulatory authorities to determine whether all
securities and insurance laws and regulations are being complied with.
7. LIABILITY; STANDARD OF CARE.
No provision of this Agreement shall be deemed to protect FMR or JHLICO
against any liability to the Trust or its shareholders to which it might
otherwise be subject by reason of any willful misfeasance, bad faith or gross
negligence in the performance of its duties or the reckless disregard of its
obligations and duties under this Agreement or the Investment Management
Agreement. Nor shall any provision hereof be deemed to protect any trustee or
officer of the Trust against any such liability to which he or she might
otherwise be subject by reason of any willful
B-9
misfeasance, bad faith or gross negligence in the performance of his or her
duties or the reckless disregard of his or her obligations and duties. Except
as may be otherwise provided pursuant to Federal securities laws, neither FMR
nor any of its officers, directors, shareholders, employees, agents or
affiliates shall be liable for any loss, liability, cost, damage or expense
(including reasonable attorneys' fees)(collectively, "Losses") other than
Losses resulting from the willful misfeasance, bad faith or gross negligence of
such a person, or the reckless disregard by such of person of its duties and
obligations. FMR shall employ persons it deems to be qualified personnel to
manage the Subject Fund; shall use reasonable efforts to comply with all
applicable laws and regulations in the discharge of its duties under this
Agreement; shall use reasonable efforts to (as provided in Section 2 above)
comply with the investment objectives, policies, guidelines and restrictions of
the Subject Fund and with the provisions of the Trust's Declaration of Trust,
By-laws, prospectus and statement of additional information or any supplements
thereto; shall use reasonable efforts to manage the Subject Fund (subject to
the receipt of, and based upon the information contained in, periodic reports
from JHLICO or the custodian concerning the classification of Fund securities
for such purposes) as a regulated investment company in accordance with
subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and
Treasury Regulations Section 1.817-5(b); shall act at all times in the best
interests of the Trust. However, FMR shall not be deemed by virtue of this
Agreement to have made any representation or warranty that any level of
investment performance or level of investment results will be achieved
(including other clients of FMR).
JHLICO acknowledges that FMR does not have access to all of the Subject
Fund's books and records necessary to perform certain compliance testing. To
the extent that FMR has agreed to perform the services specified in this
Agreement in accordance with applicable law (including sub-chapter M of the
Code and Treasury Regulations 1.817 and the 1940 Act ("Applicable Law") and in
accordance with the Subject Fund's Articles of Incorporation and By-Laws,
policies and determinations of the Board of the Trust and JHLICO and the
Subject Fund's current registration statement received by FMR (collectively,
"Charter Requirements"), FMR shall perform such services based upon its books
and records with respect to the Subject Fund, which comprise a portion of the
Subject Fund's books and records, and upon written instructions received from
the Trust or JHLICO, and shall not be held responsible under this Agreement so
long as it performs such services in accordance with this Agreement, Charter
Requirements and Applicable Law based upon such books and records and such
instructions provided by the Trust or JHLICO.
FMR agrees to hold harmless and indemnify JHLICO, its direct or indirect
subsidiaries, and the Trust, and each such entity's directors, trustees, and
officers and each person, if any, who controls any such entity within the
meaning of Section 15 of the Securities Act of 1933, as amended, (the "1933
Act") from and against any and all losses, claims, damages, liabilities and
expenses (including reasonable
B-10
attorneys' fees and expenses and costs of investigation) arising out of or
based upon FMR's willful misfeasance, bad faith, gross negligence, or reckless
disregard of its duties under this Agreement. JHLICO agrees to hold harmless
and indemnify FMR, its direct or indirect subsidiaries, and each such entity's
directors, officers, employees and each person, if any, who controls FMR within
the meaning of Section 15 of the 1933 Act, from and against any and all losses,
claims, damages, liabilities and expenses (including reasonable attorneys' fees
and expenses and costs of investigation) arising out of or based upon JHLICO's
willful misfeasance, bad faith, negligence, or reckless disregard of its duties
under this Agreement.
JHLICO agrees to indemnify and hold harmless FMR, its direct or indirect
subsidiaries and each such entity's directors and officers and each person, if
any, who controls any such entity within the meaning of Section 15 of the 1933
Act, from and against any and all losses, claims, damages, liabilities and
expenses (including reasonable attorneys' fees and expenses and costs of
investigation) arising out of or based upon (a) the failure of the Trust's
Registration Statement, including the prospectus and statement of additional
information, or any amendment or supplement thereto, any preliminary
prospectus, any other written communication with investors or any other
submission to governmental bodies or self-regulatory bodies filed on or
subsequent to the date of this Agreement (collectively, the "Disclosure
Documents") to comply with the requirements of applicable federal and state
securities, insurance or other laws; (b) any untrue statement or alleged untrue
statement of a material fact contained in any Disclosure Document; or (c) any
omission or alleged omission in any Disclosure Document to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; except insofar as such losses, claims, damages, liabilities and
expenses arise out of or are based upon any such statement or omission which is
in turn based upon information furnished in writing to JHLICO or the Trust by
FMR or any of its direct or indirect subsidiaries and which FMR (or any such
subsidiaries) was informed or otherwise knew (or reasonably should have known)
was to be used in a Disclosure Document.
FMR agrees to indemnify and hold harmless the Trust, JHLICO, each of
JHLICO's direct or indirect subsidiaries, and each director, trustee and
officer of each such entity, and each person, if any, who controls any such
entity within the meaning of Section 15 of the 1933 Act from and against any
and all losses, claims, damages, liabilities, and expenses (including
reasonable attorneys' fees and expenses and costs of investigation) arising out
of or based upon (a) any untrue statement or alleged untrue statement of a
material fact contained in any Disclosure Document or (b) any omission or
alleged omission in any Disclosure Document to state a material fact required
to be stated therein or necessary to make the statements there in not
misleading, insofar as such losses, claims, damages, liabilities and expenses
arise out of or are based upon any such statement or omission which is in turn
based upon information furnished in writing to JHLICO or the Trust by FMR or
B-11
any of its direct or indirect subsidiaries and which FMR (or any such
subsidiary) was informed or otherwise knew (or reasonably should have known)
was to be used in a Disclosure Document.
The obligations in the preceding four paragraphs shall survive termination
of this Agreement.
8. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) Duration. This Agreement shall become effective with respect to the
Subject Fund on [Insert Date], and, with respect to any additional Subject
Fund, on the date of receipt by the Trust of notice from FMR in accordance with
Paragraph 1(b) hereof that it is willing to serve with respect to such Fund.
Unless terminated as herein provided, this Agreement shall remain in full force
and effect for two years from the date hereof with respect to the initial
Subject Fund and, with respect to each additional Subject Fund, until two years
following the date on which such Fund becomes a Subject Fund hereunder, and
shall continue in full force and effect thereafter with respect to each Subject
Fund only so long as such continuance with respect to any such Fund is
specifically approved at least annually (i) by either the Board of Trustees of
the Trust or by vote of a majority of the outstanding voting shares of such
Fund, and (ii) in either event by the vote of a majority of the Board of
Trustees of the Trust who are not parties to this Agreement or "interested
persons" of any such party, cast in person at a meeting called for the purpose
of voting on such approval.
Any approval of this Agreement by the holders of a majority of the
outstanding shares of any Subject Fund shall be effective to continue this
Agreement with respect to any such Fund notwithstanding (A) that this Agreement
has not been approved by the holders of a majority of the outstanding shares of
any other Fund affected hereby, and (B) that this Agreement has not been
approved by the vote of a majority of the outstanding shares of the Trust,
unless such approval shall be required by any other applicable law or
otherwise. The terms "assignment," "vote of a majority of the outstanding
shares" and "interested person," when used in this Agreement, shall have the
respective meanings specified in the 1940 Act and rules thereunder.
(b) Termination. This Agreement may be terminated with respect to any
Subject Fund at any time, without payment of any penalty, by the Trust pursuant
to a vote of the Trustees of the Trust or a vote of a majority of the
outstanding shares of such Fund, which termination shall be effective
immediately upon delivery of written notice thereof to FMR and JHLICO. This
Agreement may be terminated by FMR on at least sixty days' prior written notice
to the Trust and JHLICO, and may be terminated by JHLICO on at least sixty
days' prior written notice to the Trust and FMR.
B-12
(c) Automatic Termination. This Agreement shall automatically and
immediately terminate in the event of its assignment or if the Investment
Management Agreement is terminated.
9. SERVICES NOT EXCLUSIVE; USE OF FMR'S NAME AND LOGO.
The services of FMR to the Trust are not to be deemed exclusive and it shall
be free to render similar services to others so long as its services hereunder
are not impaired thereby. It is specifically understood that directors,
officers and employees of FMR and of its subsidiaries and affiliates may
continue to engage in providing portfolio management services and advice to
other investment companies, whether or not registered, and other investment
advisory clients.
The parties agree that the name of FMR, the names of any affiliates of FMR
and any derivative, logo, trademark, service mark or trade name are the
valuable property of FMR and its affiliates. During the term of this Agreement,
subject to FMR's prior written consent (which consent shall not be unreasonably
withheld), JHLICO and the Trust shall have the non-exclusive and
non-transferable right to use FMR's name and logo in all materials relating to
the Subject Fund, including all prospectuses, proxy statements, reports to
shareholders, sales literature and other written materials prepared for
distribution to shareholders of the Trust or the public. However, prior to
printing or distributing of any materials which refer to FMR, JHLICO shall
consult with FMR and shall furnish to FMR a copy of such materials. FMR agrees
to cooperate with JHLICO and to review such materials promptly. JHLICO shall
not print or distribute such materials if FMR reasonably objects in writing,
within five (5) business days of its receipt of such copy (or such other time
as may be mutually agreed, which would include longer time periods for review
of the Subject Fund's prospectus and other parts of the registration
statement), to the manner in which its name and logo are to be used.
Upon termination of this Agreement, JHLICO and the Trust shall forthwith
cease to use such name(s), derivatives, logos, trademarks or service marks or
trade names. If JHLICO and the Trust makes any unauthorized use of FMR's names,
derivatives, logos, trademarks or service marks or trade names, the parties
acknowledge that FMR shall suffer irreparable harm for which monetary damages
are inadequate and thus, FMR shall be entitled to injunctive relief.
10. AVOIDANCE OF INCONSISTENT POSITION.
In connection with the purchase and sale of portfolio securities of the
Subject Fund, FMR and its directors, officers and employees will not act as
principal or agent or receive any commission, except that nothing shall prevent
FMR's affiliates from receiving commissions consistent with 1940 Act
requirements or FMR engaging in actions permitted by the 1940 Act, including
but not limited to
B-13
transactions permitted pursuant to Rule 17a-7 under the 1940 Act. Nothing in
this Agreement, however, shall preclude the combination of orders for the sale
or purchase of portfolio securities of the Subject Fund with those for other
accounts managed by FMR or its affiliates, if orders are allocated in a manner
deemed equitable by FMR among the accounts and at a price approximately
averaged as may be described in FMR's established procedures at the time.
11. AMENDMENT.
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing. No amendment of this
Agreement shall be effective with respect to any Fund until approved
specifically by (a) the Board of Trustees of the Trust, or by vote of a
majority of the outstanding shares of that Fund, and (b) by vote of a majority
of those trustees of the Trust who are not interested persons of any party to
this Agreement cast in person at a meeting called for the purpose of voting on
such approval.
12. DELEGATION OF DUTIES.
FMR may, at its own expense, delegate any or all of its duties and
responsibilities under this Agreement to its wholly-owned subsidiary, FMR Co.,
Inc., provided that FMR remains responsible to the JHLICO and the Trust for the
performance of all of its responsibilities and duties hereunder, and shall have
the same liabilities to the JHILICO and/or the Trust for the conduct of FMR
Co., Inc., or any of its officers, directors or employees, as if such conduct
were FMR's own or that of the FMR's own officers, directors or employees. FMR
will compensate FMR Co., Inc. for its services to the Trust and neither the
Trust nor JHLICO shall have any liability to FMR Co., Inc. for such
compensation. Subject to prior notice to JHLICO, FMR may terminate the services
of FMR Co, Inc. for the Subject Fund and shall, at such time, assume the
responsibilities of FMR Co., Inc. with respect to the Trust.
13. CONFIDENTIALITY.
(a) Fund Holdings Information. JHLICO acknowledges that the securities
holdings of the Subject Fund constitute information of value to FMR, and agrees
to use and disclose such information only in accordance with the provisions of
the confidentiality letter agreement entered into between the parties as of
April 7, 2003 (the "Confidentiality Letter Agreement").
(b) Other Confidential Information. All information furnished by one party
to the other party (including their respective agents, employees and
representatives) hereunder, including approved lists, internal procedures,
compliance procedures board materials, business plans, financial statements,
projections and information,
B-14
technical information, sales information, information relating to existing,
previous and potential suppliers, customers and contracts, inventions,
investments and investment strategies, applications, methodologies and other
know-how, and other related documents and materials, which relate to the
business, operations and financial condition of the disclosing party, but not
including "Fund Holdings Information" which is addressed under the
Confidentiality Letter Agreement referred to in Section 13(a) above, shall be
treated as confidential and shall not be disclosed to third parties, except (i)
if it is otherwise in the public domain (ii) with notice to the other party, as
may be necessary to comply with applicable laws, rules, regulations, subpoenas
or court orders, (iii) as required by applicable law or regulation; (iv) as
required, or reasonably requested with respect to information relating to the
Trust, by state or federal regulatory authorities, with notice to the other
parties hereto, except that no such notice shall be required in the event
JHLICO or the Trust reasonably determines that it is not in the best interest
of the Trust to provide such notice to FMR; (v) to the Board, counsel to the
Board, counsel to the Trust, the independent accountants and any other agent of
the Trust; or (vi) as otherwise agreed to by the parties in writing.
14. LIMITATION OF LIABILITY.
It is expressly agreed that the obligations of the Trust hereunder shall not
be binding upon any of the trustees, shareholders, officers, agents or
employees of the Trust personally, but only bind the trust property of the
Trust, as provided in the Trust's Declaration of Trust.
B-15
15. NOTICES.
Notices and other communications required or permitted under this Agreement
shall be in writing, shall be deemed to be effectively delivered when actually
received, and may be delivered by US mail (first class, postage prepaid), by
facsimile transmission, by hand or by commercial overnight delivery service,
addressed as follows:
SUB-INVESTMENT ADVISER: Fidelity Management & Research Company
82 Devonshire Street
Boston, MA 02109
Attention: General Counsel
JHLICO: John Hancock Life Insurance Company
200 Clarendon Street
P.O. Box 111
Boston, MA 02117
Attention: Raymond F. Skiba
Fax #: 617-375-4835
TRUST: John Hancock Variable Series Trust I
200 Clarendon Street
P.O. Box 111
Boston, MA 02117
Attention: Raymond F. Skiba
Fax #: 617-375-4835
16. GOVERNING LAW.
This agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act and
rules thereunder.
17. ASSIGNMENT.
This Agreement may not be assigned by any party, either in whole or in part,
without the prior written consent of the other parties; provided, however, that
any assignment that results in a change of actual control or management of FMR
or of the investment manager of the Subject Fund (within the meaning of Rule
2a-6 under the 1940 Act) shall terminate this Agreement.
B-16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day first set forth above.
ATTEST: JOHN HANCOCK VARIABLE SERIES TRUST I
____________________ By:__________________________
Name:
Title:
ATTEST: JOHN HANCOCK LIFE INSURANCE COMPANY
____________________ By:__________________________
Name:
Title:
ATTEST: FIDELITY MANAGEMENT & RESEARCH COMPANY
____________________ By:__________________________
Name:
Title:
B-17
SCHEDULE I
FEES
For the John Hancock Earnings Growth Fund:
Current Net Assets Under ManagementSub-Advisory Fee
On the first $250 million 45 basis points
(.45%) per annum
On the next $500 million 42 basis points
(.42%) per annum
On amounts over $750 million 38 basis points
(.38%) per annum
B-18
Appendix C
PROPOSAL 1B--FORM OF SUB-SUB-INVESTMENT ADVISORY AGREEMENT
The form of the FMRC Sub-Sub-Investment Advisory Agreement to be voted upon for
the Earnings Growth Fund is shown on the following pages C-2 to C-4.
The terms of the Sub-Sub Investment Advisory Agreement are less important to
the Earnings Growth Fund than those of the Sub-Investment Advisory Agreement
with FMR. Among other reasons, that is because, as noted in Appendix B, the FMR
Sub-Investment Advisory Agreement makes FMR responsible for the conduct of FMRC
personnel who perform services for the Trust as FMR would be for persons who
are solely FMR personnel.
Moreover, the following additional provisions of the Sub-Sub-Investment
Advisory Agreement give John Hancock and the Trust additional rights with
respect to FMRC that are similar to rights it would have if FMR were performing
all of its services directly, pursuant to its Sub-Investment Advisory Agreement
with the Trust:
. Fidelity has general power and authority to control and direct FMRC in
the performances of its services. Under the applicable Investment
Management and Sub-Investment Advisory Agreement, moreover, John Hancock
and the Board, in turn, have power and authority to direct FMR in such
matters.
. The Sub-Sub Investment Advisory Agreement also gives John Hancock and/or
the Board specific power and authority directly to impose investment
limitations; to control and direct the investment policies and other
actions of the Fund; to request for FMRC reports, information, or
analyses; to prescribe other policies for the Trust that FMRC will
follow; and to terminate the agreement.
C-1
SUB-SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this [Insert Date], by and between FMR Co., Inc., a
Massachusetts corporation with principal offices at 82 Devonshire Street,
Boston, Massachusetts (hereinafter called the "Sub-Adviser") and Fidelity
Management & Research Company, a Massachusetts corporation with principal
offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the
"Adviser").
WHEREAS the Adviser has entered into an Sub-Investment Management Agreement
("Sub-Advisory Agreement") with John Hancock Life Insurance Company, a
Massachusetts Corporation ("Client") and the John Hancock Variable Series Trust
I (the "Trust"), pursuant to which the Adviser acts as investment adviser to
the portfolios listed on Exhibit A (individually a "Portfolio" and collectively
the "Portfolios").
WHEREAS the Sub-Adviser was formed for the purpose of providing investment
management of equity and high income funds and advising generally with respect
to equity and high income instruments.
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:
1. (a) The Sub-Adviser shall, subject to the supervision of the Adviser,
direct the investments of all or such portion of the Portfolios' assets as the
Adviser shall designate in accordance with the investment objectives, policies
and limitations as provided in the Portfolios' Prospectus or other governing
instruments, as amended from time to time, the Investment Company Act of 1940
and rules thereunder, as amended from time to time (the "1940 Act"), and such
other limitations as the Portfolios may impose by notice in writing to the
Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the use of the
Portfolios' office space and all necessary office facilities, equipment and
personnel for servicing the investments of the Portfolios; and shall pay the
salaries and fees of all personnel of the Sub-Adviser performing services for
the Portfolios relating to research, statistical and investment activities. The
Sub-Adviser is authorized, in its discretion and without prior consultation
with the Portfolios or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment instruments on behalf of
the Portfolios. The investment policies and all other actions of the Portfolios
are and shall at all times be subject to the control and direction of the
Fund's Board of Trustees.
(b) The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Trust and the Adviser as the Fund's Board of
Trustees or the
C-2
Adviser may request from time to time or as the Sub-Adviser may deem to be
desirable. The Sub-Adviser shall make recommendations to the Trust's Board of
Trustees with respect to Portfolios' policies, and shall carry out such
policies as are adopted by the Trustees. The Sub-Adviser shall, subject to
review by the Board of Trustees, furnish such other services as the Sub-Adviser
shall from time to time determine to be necessary or useful to perform its
obligations under this Agreement and which are not otherwise furnished by the
Adviser.
(c) The Sub-Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolios' accounts with brokers or dealers
selected by the Sub-Adviser, which may include brokers or dealers affiliated
with the Adviser or Sub-Adviser. The Sub-Adviser shall use its best efforts to
seek to execute portfolio transactions at prices which are advantageous to the
Portfolios and at commission rates which are reasonable in relation to the
benefits received. In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Portfolios and/or the other
accounts over which the Sub-Adviser, Adviser or their affiliates exercise
investment discretion. The Sub-Adviser is authorized to pay a broker or dealer
who provides such brokerage and research services a commission for executing a
portfolio transaction for a Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer. This determination may be viewed in
terms of either that particular transaction or the overall responsibilities
which the Sub-Adviser and its affiliates have with respect to accounts over
which they exercise investment discretion. The Trustees of the Trust shall
periodically review the commissions paid by the Portfolios to determine if the
commissions paid over representative periods of time were reasonable in
relation to the benefits to the Portfolios.
2. As compensation for the services to be furnished by the Sub-Adviser
hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee equal to 50%
of the sub-advisory fee that the Client is obligated to pay the Adviser under
the Sub-Advisory Agreement in respect of that portion of the Portfolio's assets
managed by the Sub-Adviser during such month. Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any, in effect
from time to time.
3. It is understood that each Portfolio or Client will pay all its expenses
other than those expressly stated to be payable by the Sub-Adviser hereunder or
by the Adviser under the Sub-Advisory Agreement.
C-3
4. The Services of the Sub-Adviser to the Adviser are not to be deemed to be
exclusive, the Sub-Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and activities
do not, during the term of this Agreement, interfere, in a material manner,
with the Sub-Adviser's ability to meet all of its obligations with respect to
rendering investment advice hereunder. The Sub-Adviser shall for all purposes
be an independent contractor and not an agent or employee of the Adviser or the
Trust.
5. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Adviser,
the Client, the Trust or to any shareholder of the Portfolios for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security.
6.(a) Subject to prior termination as provided in sub-paragraph (d) of this
paragraph 7 for each Portfolio, this Agreement shall continue in
force for two years, and indefinitely thereafter, but only so long as
the continuance after such period shall be specifically approved at
least annually by vote of the Fund's Board of Trustees or by vote of
a majority of the outstanding voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretive releases of, the Commission.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 7, the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
(d) Either the Adviser, the Sub-Adviser or the Portfolios may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action
of its Board of Trustees, or by vote of a majority of its outstanding
voting securities. This Agreement shall terminate automatically upon
the termination of the Sub-Advisory Agreement. This Agreement shall
terminate automatically in the event of its assignment.
C-4
7. The Sub-Adviser agrees that any obligations of the Trust or a Portfolio
arising in connection with this Agreement shall be limited in all cases to the
Portfolio and its assets, and the Sub-Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the Portfolio.
Nor shall the Sub-Adviser seek satisfaction of any such obligation from the
Trustees or any individual Trustee.
8. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE
CHOICE OF LAWS PROVISIONS THEREOF.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons," when
used herein, shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly authorized,
and their respective seals to be hereunto affixed, all as of the date written
above.
FMR CO., INC.
BY:________________________
[Name]
[Title]
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY:________________________
[Name]
[Title]
C-5
Appendix D
RECORD DATE AND VOTING SHARES
As of the close of business on July 16, 2003 (the "record date"), there were
23,650,451 shares outstanding of the Earnings Growth Fund.
Each Fund share is entitled to one vote, and fractional votes will be counted.
The number of Fund shares attributable to each owner of a variable life
insurance policy ("policy") is determined by dividing, as of the record date of
the Meeting, a policy's cash (or account) value (less any outstanding
indebtedness) in the designated subaccount of the applicable Account by the net
asset value of one Fund share. The number of Fund shares attributable to each
owner of a variable annuity contract is determined by dividing, as of the
record date of the Meeting, the value of the Accumulation Shares under a
contract (or for each contract under which annuity payments have commenced, the
equivalent determined by dividing the contract reserves by the value of one
Accumulation Share) in the designated subaccount of the applicable Account by
the net asset value of one Fund share.
As a group, the officers and Trustees own less than 1% of the outstanding
shares of the Fund.
D-1
VOTING INSTRUCTION FORM
PLEASE SIGN, DATE AND RETURN ALL VOTING INSTRUCTION FORMS RECEIVED IN THE
ENCLOSED POSTAGE-PAID ENVELOPE THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE
TRUSTEES FOR THE SPECIAL MEETING OF SHAREHOLDERS ON THURSDAY, AUGUST 28, 2003 -
11:30 A.M. EASTERN TIME, 197 CLARENDON STREET, BOSTON, MASSACHUSETTS
EARNINGS GROWTH FUND
JOHN HANCOCK VARIABLE SERIES TRUST I
Special Meeting of Shareholders To Be Held on August 28, 2003
A Special Meeting of Shareholders of the John Hancock Variable Series Trust I
(the "Trust") for the Fund shown above will be held at the office of John
Hancock Life Insurance Company ("John Hancock"), 197 Clarendon Street, Boston,
Massachusetts, (telephone 1-800-732-5543) at 11:30 a.m. Eastern Time, on
Thursday, August 28, 2003. By signing and dating below, you instruct the record
holder to, and such record holder will, vote the shares attributable to your
variable life insurance or variable annuity contract as marked or, if not
marked, to vote "FOR" the proposals on the reverse side of this form, and to use
its discretion to vote any other matter incident to the conduct of the Special
Meeting. If you do not intend to personally attend the Special Meeting, please
complete, detach and mail this form in the enclosed envelope at once.
The record owner is hereby instructed to vote the shares of the above named Fund
that are attributable to the undersigned's contract at the Special Meeting of
Shareholders and at any adjournment thereof.
Date ___________, 2003
PLEASE BE SURE TO SIGN AND DATE THIS PROXY
______________________________ [Sign in the box]
Signature(s) of Shareholder(s)
NOTE: Signature(s) should agree with the name(s) printed hereon. 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.
VOTING INSTRUCTION FORM
PLEASE SIGN, DATE AND RETURN ALL VOTING INSTRUCTION FORMS RECEIVED IN THE
ENCLOSED POSTAGE-PAID ENVELOPE THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE
TRUSTEES FOR THE SPECIAL MEETING OF SHAREHOLDERS ON THURSDAY, AUGUST 28, 2003 -
11:30 A.M. EASTERN TIME, 197 CLARENDON STREET, BOSTON, MASSACHUSETTS
Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.
If this card is executed, but you give no direction, the shares will be voted
"FOR" the proposal.
Proposal 1A: To approve, as to the Earnings Growth Fund, a new Sub-Investment
Advisory Agreement with Fidelity Management & Research Company ("FMR").
[_] FOR [_] AGAINST [_] ABSTAIN
Proposal 1B: To approve, as to the Earnings Growth Fund, a new Sub-Sub-Advisory
Agreement among FMR and FMR Co., Inc. ("FMRC"), a wholly-owned subsidiary of
FMR.
[_] FOR [_] AGAINST [_] ABSTAIN
PLEASE DO NOT FORGET TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD