John Hancock Life Insurance Company, et al., 19793-19812 [05-7496]
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Federal Register / Vol. 70, No. 71 / Thursday, April 14, 2005 / Notices
Dated: April 6, 2005.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E5–1760 Filed 4–13–05; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. IC–26831; File No. 812–13129]
John Hancock Life Insurance
Company, et al.
April 11, 2005.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of application for an
order pursuant to Section 26(c) of the
Investment Company Act of 1940 (the
‘‘Act’’) approving certain substitutions
of securities.
AGENCY:
Filing Date: The application was
filed on October 15, 2004 and amended
on February 9, 2005 and on April 11,
2005.
APPLICANTS: John Hancock Life
Insurance Company (‘‘John Hancock’’),
John Hancock Variable Life Insurance
Company (‘‘JHVLICO’’), and the
following separate accounts of John
Hancock and JHVLICO (‘‘Separate
Accounts’’): John Hancock Variable Life
Account S (‘‘Account S’’), John Hancock
Variable Life Account UV (‘‘Account
UV’’), John Hancock Variable Life
Account U (‘‘Account U’’), John
Hancock Variable Annuity Account JF
(‘‘Account JF’’), John Hancock Variable
Annuity Account I (‘‘Account I’’), and
John Hancock Variable Annuity
Account H (‘‘Account H’’) (collectively,
‘‘Applicants’’).
SUMMARY OF APPLICATION: Applicants
request an order to permit certain unit
investment trusts to substitute shares of
the following series of John Hancock
Trust (‘‘JHT’’) (formerly, Manufacturers
Investment Trust): (a) Shares of JHT 500
Index Trust B for shares of each of the
following series of unaffiliated
registered investment companies: AIM
V.I. Premier Equity Fund (Series I and
Series II Shares) of AIM Variable
Insurance Funds, AllianceBernstein
Growth and Income Portfolio (Class B
Shares) of AllianceBernstein Variable
Products Series Fund, Inc.,
AllianceBernstein Premier Growth
Portfolio (Class B Shares) of
AllianceBernstein Variable Products
Series Fund, Inc., Fidelity VIP Growth
Portfolio (Service Class and Service
Class 2 Shares) of Variable Insurance
Products Fund, MFS Investors Growth
Stock Series (Initial Class) of MFS
Variable Insurance Trust, and Growth
DATES:
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and Income Portfolio (Class VC Shares)
of Lord Abbett Series Fund, Inc.; (b)
shares of JHT Total Stock Market Index
Trust for shares of each of the following
series of unaffiliated registered
investment companies: Fidelity VIP
Contrafund Portfolio (Service Class
Shares) of Variable Insurance Products
Fund II, MFS Research Series (Initial
Class and Service Class) of MFS
Variable Insurance Trust, Putnam VT
Investors Fund (Class 1B Shares) of
Putnam Variable Trust, Oppenheimer
Capital Appreciation Fund/VA (Service
Class Shares) of Oppenheimer Variable
Account Funds, Mutual Shares
Securities Fund (Class 2 Shares) of
Franklin Templeton Variable Insurance
Products Trust, Global Technology
Portfolio (Service Shares) of Janus
Aspen Series; (c) shares of JHT Mid Cap
Index Trust for shares of each of the
following series of unaffiliated
registered investment companies: Mid
Cap Value Portfolio (Class VC Shares) of
Lord Abbett Series Fund, Inc., Putnam
VT Vista Fund (Class IB Shares) of
Putnam Variable Trust, MFS Mid Cap
Growth Series (Service Class Shares) of
MFS Variable Insurance Trust, Mid Cap
Stock Portfolio (Service Class Shares) of
Dreyfus Investment Portfolios, and AIM
V.I. Capital Development Fund (Series I
and Series II shares) of AIM Variable
Insurance Funds; (d) shares of JHT
Small Cap Index Trust for shares of each
of the following series of unaffiliated
registered investment companies:
Delaware VIP Small Cap Value Series
(Service Class Shares) of Delaware VIP
Trust, Emerging Leaders Portfolio
(Service Class Shares) of Dreyfus
Investment Portfolios, Franklin Small
Cap Fund (Class 2 Shares) of Franklin
Templeton Variable Insurance Products
Trust, Delaware VIP Trend Series
(Service Class Shares) of Delaware VIP
Trust, MFS New Discovery Series
(Initial Class and Service Class Shares)
of MFS Variable Insurance Trust; (e)
shares of JHT International Equity Index
Trust B for shares of each of the
following series of unaffiliated
registered investment companies:
Fidelity VIP Overseas Portfolio (Service
Class and Service Class 2 Shares) of
Variable Insurance Products Fund,
Worldwide Growth Portfolio (Service
Shares) of Janus Aspen Series, and
Putnam VT International Equity Fund
(Class 1B Shares) of Putnam Variable
Trust; (f) shares of JHT U.S. Government
Securities Trust for shares of the
following series of an unaffiliated
registered investment company: Putnam
VT American Government Income Fund
(Class 1B Shares) of Putnam Variable
Trust; and (g) shares of JHT Bond Index
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Trust B for shares of the following series
of an unaffiliated registered investment
company: Franklin U.S. Government
Fund (Class 2 Shares) of Franklin
Templeton Variable Insurance Products
Trust.
HEARING OF NOTIFICATION: An order
granting the application will be issued
unless the Commission orders a hearing.
Interested persons may request a
hearing by writing to the Secretary of
the Commission and serving Applicants
with a copy of the request personally or
by mail. Hearing requests should be
received by the Commission by 5:30
p.m. on April 29, 2005, and should be
accompanied by proof of service on
Applicants, in the form of an affidavit
or for lawyers a certificate of service.
Hearing requests should state the nature
of the writer’s interest, the reason for the
request and the issues contested.
Persons may request notification of a
hearing by writing to the Secretary of
the Commission.
ADDRESSES: Secretary, Securities and
Exchange Commission, 450 Fifth Street,
NW., Washington, DC 20549.
Applicants: Raymond A. O’Hara III,
Blazzard, Grodd & Hasenauer, P.C., 943
Post Road East, Westport, CT 06880 and
Arnold R. Bergman, John Hancock Life
Insurance Company, 601 Congress
Street, 11th Floor, Boston, MA 02210–
2801.
FOR FURTHER INFORMATION CONTACT:
Harry Eisenstein, Senior Counsel, at
(202) 551–6764 or Zandra Bailes,
Branch Chief, Office of Insurance
Products, Division of Investment
Management, at (202) 551–6795.
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained for a fee from the
Public Reference Branch of the
Commission, 450 Fifth Street, NW.,
Washington, DC 20549, (202) 942–8090.
Applicants’ Representations
1. John Hancock is a Massachusetts
stock life insurance company. On
February 1, 2000, John Hancock Mutual
Life Insurance Company converted to a
stock company from a mutual company
and changed its name to its present
name. As part of the demutualization
process, John Hancock became a
subsidiary of John Hancock Financial
Services, Inc., a newly-formed publiclytraded corporation. In April 2004, John
Hancock Financial Services, Inc. was
merged with a subsidiary of Manulife
Financial Corporation, a publicly-traded
corporation organized under the laws of
Canada. The merger was effected
pursuant to an Agreement and Plan of
Merger dated as of September 28, 2003.
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As a consequence of the merger, John
Hancock’s ultimate parent is now
Manulife Financial Corporation. John
Hancock provides a broad range of
insurance and investment products, and
investment management and advisory
services.
2. JHVLICO is a wholly-owned
subsidiary of John Hancock and is
organized under the laws of
Massachusetts. JHVLICO is a stock life
insurance company, which was
organized in 1979. Its primary business
is life insurance and annuities. John
Hancock and JHVLICO are referred to
collectively herein as the ‘‘Insurance
Companies.’’
3. Account S is a separate investment
account established by JHVLICO under
Massachusetts law to fund variable life
insurance policies issued by JHVLICO.
Account S is registered under the Act as
a unit investment trust (File No. 811–
7782). The variable life insurance
policies funded by Account S that are
affected by the application are as
follows: Medallion Executive Variable
Life (‘‘MEVL’’), MEVL II, and MEVL III,
interests under all of which are also
registered under the Securities Act of
1933 (the ‘‘1933 Act’’) (File No. 333–
425); Majestic Variable Universal Life
(‘‘MVUL’’), and MVUL 98, interests
under both of which are also registered
under the 1933 Act (File No. 333–
15075); Variable Master Plan Plus
(‘‘VCOLI’’), interests under which are
also registered under the 1933 Act (File
No. 33–79108); Majestic VCOLI
(‘‘MVCOLI’’), interests under which are
also registered under the 1933 Act (File
No. 333–60274); and Variable Estate
Protection (‘‘VEP’’), Majestic Variable
Estate Protection (‘‘MVEP’’), MVEP98,
and VEP Plus, interests under all of
which also are registered under the 1933
Act (File No. 33–64366); VEP Edge,
interests under which are also registered
under the 1933 Act (File No. 33–55172);
and Performance Executive Variable
Life (‘‘PEVL’’), interests under which are
also registered under the 1933 Act (File
No. 333–111385).
4. Account UV is a separate
investment account established by John
Hancock under Massachusetts law to
fund variable life insurance policies
issued by John Hancock. Account UV is
registered under the Act as a unit
investment trust (File No. 811–7766).
The variable life insurance policies
funded by Account UV that are affected
by the application are as follows: VEP
(NY), interests under which are also
registered under the 1933 Act (File No.
33–64364); VEP Plus–NY, interests
under which are also registered under
the 1933 Act (File No. 333–73082); VEP
Edge–NY, interests under which are also
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registered under the 1933 Act (File No.
333–73072); MVUL98–NY, interests
under which are also registered under
the 1933 Act (File No. 333–42378);
MVEP98–NY, interests under which are
also registered under the 1933 Act (File
No. 333–73444); MEVL III–NY, interests
under which are also registered under
the 1933 Act (File No. 333–63654); MVL
Plus–NY, interests under which are also
registered under the 1933 Act (File No.
70734); MVL Edge–NY and MVL Edge
II–NY, interests under both of which are
also registered under the 1933 Act (File
No. 333–70746); VCOLI–NY, interests
under which are also registered under
the 1933 Act (File No. 333–67744);
MVCOLI–NY, interests under which are
registered on Form N–6 under the 1933
Act (File No. 333–91448); and PEVL–
NY, interests under which are registered
on Form N–6 under the 1933 Act (File
No. 333–111383).
5. Account U is a separate investment
account established by JHVLICO under
Massachusetts law to fund variable life
insurance policies issued by JHVLICO.
Account U is registered under the Act
as a unit investment trust (File No. 811–
3068). The Account U variable life
insurance policies affected by the
application are as follows: MVL Plus,
interests under which are also registered
under the 1933 Act (File Nos. 33–
76660), MVL Edge and MVL–Edge II,
interests under both of which are also
registered under the 1933 Act (File No.
333–52128); and eVariable Life,
interests under which are also registered
under the 1933 Act (File No. 333–
50312).
6. Account JF is a separate investment
account established by JHVLICO under
Massachusetts law to fund variable
annuity contracts issued by JHVLICO.
Account JF is registered under the Act
as a unit investment trust (File No. 811–
07451). The Account JF variable annuity
contracts affected by the application are
as follows: Revolution Access,
Revolution Extra, Revolution Standard,
and Revolution Value, interests under
all of which are also registered under
the 1933 Act (File Nos. 333–84769, 333–
84767, 333–84763, and 333–81127,
respectively).
7. Account I is a separate investment
account established by JHVLICO under
Massachusetts law to fund variable
annuity contracts issued by JHVLICO.
Account I is registered under the Act as
a unit investment trust (File No. 811–
8696). The only Account I variable life
insurance policy affected by the
application is eVariable Annuity,
interests under which are also registered
under the 1933 Act (File No. 333–
16949).
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8. Account H is a separate investment
account established by John Hancock
under Massachusetts law to fund
variable annuity contracts issued by
John Hancock. Account H is registered
under the Act as a unit investment trust
(File No. 811–07711). The Account H
contracts affected by the application are
as follows: Revolution Access,
Revolution Extra and Revolution Extra
II, Revolution Standard, and Revolution
Value, Revolution Value II and Wealth
Builder, interests under all of which are
also registered under the 1933 Act (File
Nos. 333–84771, 333–84783, 333–84765
and 333–81103, respectively).
9. JHT was originally organized on
August 3, 1984 as a Maryland
corporation. Effective December 31,
1988, JHT was reorganized as a
Massachusetts business trust. JHT is
registered under the Act as an open-end
management investment company of the
series type, and its securities are
registered under the 1933 Act. JHT
currently offers 79 series. The
substitutions will involve seven series
of JHT, three of which—the JHT 500
Index Trust B, the JHT International
Equity Index Trust B and the JHT Bond
Index Trust B—are newly-organized
funds that will first issue shares on
April 29, 2005, pursuant to a
reorganization that will combine shares
of certain series of John Hancock
Variable Series Trust I into certain
existing and certain newly-organized
series of JHT.
10. Each of the variable life and
variable annuity policies identified
above (‘‘Contracts’’) issued by the
Separate Accounts permits its owners to
allocate the Contract’s accumulated
value among numerous available
subaccounts, each of which invests in a
different investment portfolio (‘‘Fund’’)
of an underlying mutual fund. Each of
the Contracts has at least 32 different
subaccounts (and corresponding funds)
that are currently available for this
purpose.
11. Each Contract permits its owner to
transfer the Contract’s accumulated
value from one subaccount to another
subaccount of the issuing Separate
Account at any time, subject to certain
potential restrictions and charges
described below. No sales charge
applies to any such transfer of
accumulated value among subaccounts.
12. The only other charges on such
transfers are, under certain Contracts,
flat dollar amounts that may be assessed
to help defray the administrative costs
of effecting these transfers. In some
cases, the Contracts permit up to a
specified number of free transfers in a
Contract year, before any such transfer
charge may be imposed. Also, under
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certain Contracts, no transfer is
permitted if it would result in the
Contract being invested in more than 18
investment options over the life of the
Contract or, after the annuity payment
commencement date, in more than four
investment options at any one time.
13. To the extent that the Contracts
contain restrictions or limitations on an
owner’s right to transfer, such
restrictions and limitations will be
suspended in connection with the
transfers as described in further detail
below.
14. John Hancock or JHVLICO, as
applicable, reserves the right to make
certain changes, including the right to
substitute, for the shares held in any
subaccount, the shares of another Fund
or the shares of another underlying
mutual fund, as stated in each
prospectus for the Contracts contained
in the applicable Form N–6 or Form N–
4 registration statement.
The Proposed Substitutions
15. Each Insurance Company, on its
behalf and on behalf of the Separate
Accounts, proposes to make certain
substitutions of shares of twenty-seven
funds (the ‘‘Existing Funds’’) held in
subaccounts of its respective Separate
Accounts for certain series (the
‘‘Replacement Funds’’) of JHT. The
proposed substitutions are as follows:
(1) Shares of JHT 500 Index Trust B
for shares of each of the following series
of unaffiliated registered investment
companies:
(a) AIM V.I. Premier Equity Fund
(Series I and Series II Shares) of AIM
Variable Insurance Funds.
(b) AllianceBernstein Growth and
Income Portfolio (Class B Shares) of
AllianceBernstein Variable Products
Series Fund, Inc.
(c) AllianceBernstein Premier Growth
Portfolio (Class B Shares) of
AllianceBernstein Variable Products
Series Fund, Inc.
(d) Fidelity VIP Growth Portfolio
(Service Class and Service Class 2
Shares) of Variable Insurance Products
Fund.
(e) MFS Investors Growth Stock Series
(Initial Class) of MFS Variable Insurance
Trust.
(f) Growth and Income Portfolio (Class
VC Shares) of Lord Abbett Series Fund,
Inc.
(2) Shares of JHT Total Stock Market
Index Trust for shares of each of the
following series of unaffiliated
registered investment companies:
(a) Fidelity VIP Contrafund Portfolio
(Service Class Shares) of Variable
Insurance Products Fund II.
(b) MFS Research Series (Initial Class
and Service Class) of MFS Variable
Insurance Trust.
(c) Putnam VT Investors Fund (Class
1B Shares) of Putnam Variable Trust.
(d) Oppenheimer Capital
Appreciation Fund/VA (Service Class
Shares) of Oppenheimer Variable
Account Funds.
(e) Mutual Shares Securities Fund
(Class 2 Shares) of Franklin Templeton
Variable Insurance Products Trust.
(f) Global Technology Portfolio
(Service Shares) of Janus Aspen Series.
(3) Shares of JHT Mid Cap Index Trust
for shares of each of the following series
of unaffiliated registered investment
companies:
(a) Mid Cap Value Portfolio (Class VC
Shares) of Lord Abbett Series Fund, Inc.
(b) Putnam VT Vista Fund (Class 1B
Shares) of Putnam Variable Trust.
(c) MFS Mid Cap Growth Series
(Service Class Shares) of MFS Variable
Insurance Trust.
(d) Mid Cap Stock Portfolio (Service
Class Shares) of Dreyfus Investment
Portfolios.
(e) AIM V.I. Capital Development
Fund (Series I and Series II Shares) of
AIM Variable Insurance Funds.
(4) Shares of JHT Small Cap Index
Trust for shares of each of the following
series of unaffiliated registered
investment companies:
19795
(a) Delaware VIP Small Cap Value
Series (Service Class Shares) of
Delaware VIP Trust.
(b) Emerging Leaders Portfolio
(Service Class Shares) of Dreyfus
Investment Portfolios.
(c) Franklin Small Cap Fund (Class 2
Shares) of Franklin Templeton Variable
Insurance Products Trust.
(d) Delaware VIP Trend Series
(Service Class Shares) of Delaware VIP
Trust.
(e) MFS New Discovery Series (Initial
Class and Service Class Shares) of MFS
Variable Insurance Trust.
(5) Shares of JHT International Equity
Index Trust B for shares of each of the
following series of unaffiliated
registered investment companies:
(a) Fidelity VIP Overseas Portfolio
(Service Class and Service Class 2
Shares) of Variable Insurance Products
Fund.
(b) Worldwide Growth Portfolio
(Service Shares) of Janus Aspen Series.
(c) Putnam VT International Equity
Fund (Class 1B Shares) of Putnam
Variable Trust.
(6) Shares of JHT U.S. Government
Securities Trust for shares of the
following series of an unaffiliated
registered investment company: Putnam
VT American Government Income Fund
(Class 1B Shares) of Putnam Variable
Trust.
(7) Shares of JHT Bond Index Trust B
for shares of the following series of an
unaffiliated registered investment
company: Franklin U.S. Government
Fund (Class 2 Shares) of Franklin
Templeton Variable Insurance Products
Trust.
The Funds’ Investment Strategies
16. Set forth below is a description of
the investment objectives and principal
investment policies of each Existing
Fund and its corresponding
Replacement Fund.
Existing fund
Replacement fund
AIM V.I. Premier Equity Fund—seeks to achieve long-term growth of
capital. Income is a secondary objective. The Fund normally invests
at least 80% of its net assets in equity securities. The Fund may also
invest in preferred stocks and debt instruments that have prospects
for growth of capital and may invest up to 25% of its total assets in
foreign securities. The portfolio managers focus on undervalued equity securities.
JHT 500 Index Trust B—seeks to approximate the aggregate total return of a broad U.S. domestic equity market index. The Trust invests,
under normal market conditions, at least 80% of its net assets (plus
any borrowings for investment purposes) in (a) the common stocks
that are included in the Standard & Poor’s 500 (S&P 500) Index and
(b) securities (which may or may not be included in the S&P 500
Index) that the subadviser, believes as a group will behave in a manner similar to the index.
JHT 500 Index Trust B.
AllianceBernstein Growth and Income Portfolio—seeks reasonable current income and reasonable opportunity for appreciation through investments primarily in dividend-paying common stocks of good quality companies. The Portfolio also may invest in fixed-income and
convertible securities and in securities of foreign issuers.
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Existing fund
Replacement fund
AllianceBernstein Premier Growth Portfolio—seeks growth of capital by
pursuing aggressive investment policies. The Portfolio invests primarily in the securities of a small number of U.S. companies. The
Portfolio may invest up to 20% of its total assets in foreign securities
and up to 20% of its net assets in convertible securities.
Fidelity VIP Growth Portfolio—seeks to achieve capital appreciation.
The Portfolio normally invests its assets primarily in common stocks.
The Portfolio also may invest in securities of foreign issuers in addition to securities of domestic issuers.
MFS Investors Growth Stock Series—seeks to provide long-term
growth of capital and future income rather than current income. The
Series invests, under normal market conditions, at least 80% of its
net assets in common stocks and related securities, such as preferred stocks, convertible securities and depository receipts. The Series also may invest in foreign securities.
Lord Abbett Growth and Income Portfolio—seeks long-term growth of
capital and income without excessive fluctuations in market value.
The Portfolio primarily invests in equity securities of large, seasoned
U.S. and multinational companies. Under normal circumstances, the
Portfolio will invest at least 80% of its net assets in equity securities
of large companies with market capitalizations of at least $5 billion at
the time of purchase.
Fidelity VIP Contrafund Portfolio—seeks long-term capital appreciation.
The Portfolio normally invests primarily in common stocks, investing
in securities of companies whose value it believes is not fully recognized by the public. The Portfolio invests in both domestic and foreign issuers and invests in either ‘‘growth’’ stocks or ‘‘value’’ stocks
or both.
MFS Research Series—seeks to provide long-term growth of capital
and future income. The Series invests at least 80% of its net assets
in common stocks and related securities. The Series may invest in
companies of any size and in foreign securities, including emerging
market securities.
Putnam VT Investors Fund—seeks long-term growth of capital and any
increased income that results from this growth. The Fund invests
mainly in common stocks of U.S. companies which the adviser believes have favorable investment potential. The Fund invests mainly
in large companies.
Oppenheimer Capital Appreciation Fund/VA—seeks capital appreciation by investing in securities of well-known, established companies.
The Fund invests mainly in common stocks of ‘‘growth companies.
The Fund currently focuses mainly on mid-cap and large-cap domestic companies, but buys foreign stocks as well.
Mutual Shares Securities Fund—seeks capital appreciation. Income is
a secondary goal. Under normal market conditions, the Fund invests
mainly in equity securities believed to be undervalued. The Fund invests substantially in medium and large capitalization companies with
market capitalization values greater than $1.5 billion. The Fund expects to invest significantly in foreign investments. The Fund also invests in risk arbitrage securities and distressed companies.
Global Technology Portfolio—seeks long-term growth of capital. The
Portfolio invests, under normal circumstances, at least 80% of its net
assets in securities of companies that the portfolio manager believes
will benefit significantly from advances or improvements in technology. The Portfolio invests primarily in equity securities of U.S. and
foreign companies. The Portfolio may invest without limit in foreign
equity and debt securities. The Portfolio will limit its investment in
high-yield/high-risk bonds to less than 35% of its net assets.
Lord Abbett Mid-Cap Value Portfolio—seeks capital appreciation
through investments, primarily in equity securities, which are believed
to be undervalued in the marketplace. The Portfolio normally invests
at least 80% of its net assets, plus the amount of borrowings for any
investment purposes, in equity securities of mid-sized companies
meaning those with a market capitalization of roughly $500 million to
$10 billion, at time of purchase. The Portfolio may invest in various
equity securities.
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JHT 500 Index Trust B.
JHT 500 Index Trust B.
JHT 500 Index Trust B.
JHT 500 Index Trust B.
JHT Total Stock Market Index Trust—seeks to approximate the aggregate total return of a broad U.S. domestic equity market index. The
Trust invests, under normal market conditions, at least 80% of its net
assets (plus any borrowings for investment purposes) in (a) the common stocks that are included in the Dow Jones Wilshire 5000 Index
and (b) securities (which may or may not be included in the Dow
Jones Wilshire 5000 Index) that MFC Global (U.S.A.), the subadviser, believes as a group will behave in a manner similar to the
index.
JHT Total Stock Market Index Trust.
JHT Total Stock Market Index Trust.
JHT Total Stock Market Index Trust.
JHT Total Stock Market Index Trust.
JHT Total Stock Market Index Trust.
JHT Mid Cap Index Trust—seeks to approximate the aggregate total
return of a mid cap U.S. domestic equity index. The Trust invests,
under normal market conditions, at least 80% of its net assets (plus
any borrowings for investment purposes) in (a) the common stocks
that are included in the Standard & Poor’s 400 (S&P 400) Index and
(b) securities (which may or may not be included in the S&P 400
Index) that MFC Global (U.S.A.), the subadviser, believes as a group
will behave in a manner similar to the index. There are no limitations
on the amount of fixed income securities in which the Trust may invest.
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Existing fund
Replacement fund
Putnam VT Vista Fund— seeks capital appreciation. The Fund invests
mainly in common stocks of U.S. companies with a focus on growth
stocks. The Fund invests mainly in midsized companies.
MFS Mid Cap Growth Series—seeks long-term growth of capital. The
Series invests, under normal market conditions, at least 80% of its
net assets in common stocks and related securities of companies
with medium market capitalization (at least $250 million. The Series
may invest in foreign securities.
Mid Cap Stock Portfolio—seeks investment results that are greater
than the total return performance of publicly traded common stocks
of medium-size domestic companies in the aggregate, as represented by the S&P 400. The Portfolio normally invests at least
80% of its assets in stocks of midsize companies.
AIM V.I. Capital Development Fund—seeks long-term growth of capital.
The Fund invests primarily in securities, including common stocks,
convertible securities and bonds, of small- and medium-sized companies. The Fund may also invest up to 25% of its total assets in foreign securities. There are no limitations on the amount of fixed income securities in which the Trust may invest.
Delaware VIP Small Cap Value Series—seeks capital appreciation.
The series will invest, under normal circumstances, at least 80% of
its net assets in investments of small capitalization companies (which
it currently defines as those having a market capitalization of generally less than $2 billion at the time of purchase).
Emerging Leaders Portfolio—seeks capital growth. The Portfolio normally invests at least 80% of its assets in stocks of companies the
adviser believes to be ‘‘emerging leaders.’’ The Portfolio primarily invests in companies with market capitalizations of less than $2 billion
at the time of purchase. The Portfolio may invest up to 25% of its assets in foreign securities.
Franklin Small Cap Fund—seeks long-term capital growth. Under normal market conditions, the Fund invests at least 80% of its net assets in investments of small capitalization (small-cap) companies,
i.e., those with market capitalizations not exceeding (a) $1.5 billion or
(b) the highest market capitalization value in the Russell 2000 Index,
whichever is greater at time of purchase. The Fund may invest up to
20% of its net assets in investments of larger companies.
Delaware VIP Trend Series—seeks long-term capital appreciation. The
Series invests primarily in stocks of small, growth-oriented or emerging companies.
MFS New Discovery Series—seeks capital appreciation. The Series invests, under normal market conditions, at least 65% of its net assets
in equity securities of emerging growth companies. The Series generally focuses on smaller capitalization emerging growth companies
that are early in their life cycle. The Series’ adviser defines small cap
companies as those with market capitalization within the range of
market capitalizations in the Russell 2000 Stock Index at the time of
investment. The Series may also invest in foreign securities.
Fidelity VIP Overseas Portfolio—seeks long-term growth of capital. The
Portfolio’s adviser normally invests at least 80% of the Portfolio’s assets in non-U.S. securities. The Portfolio normally invests primarily in
common stocks.
Worldwide Growth Portfolio—seeks long-term growth of capital in a
manner consistent with the preservation of capital. The Portfolio invests primarily in common stocks of companies of any size located
throughout the world. The Portfolio normally invests in issuers from
at least five different countries, including the U.S. The Portfolio may
invest without limit in foreign equity and debt securities, but will limit
its investment in high-yield/high-risk bonds to less than 35% of its net
assets.
Putnam VT International Equity Fund—seeks capital appreciation, by
investing mainly in common stocks of companies outside the U.S.
Under normal circumstances, at least 80% of the Fund’s assets will
be invested in equity investments. The Fund invests mainly in
midsized and large companies. The Fund may invest in companies
located in developing (emerging) markets.
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JHT Mid Cap Index Trust.
JHT Mid Cap Index Trust.
JHT Mid Cap Index Trust.
JHT Mid Cap Index Trust.
JHT Small Cap Index Trust—seeks to approximate the aggregate total
return of a small cap U.S. domestic equity market index. The Trust
invests, under normal market conditions, at least 80% of its net assets (plus any borrowings for investment purposes) in (a) the common stocks that are included in the Russell 2000 Index and (b) securities (which may or may not be included in the Russell 2000 Index)
that MFC Global (U.S.A.), the subadviser, believes as a group will
behave in a manner similar to the index.
JHT Small Cap Index Trust.
JHT Small Cap Index Trust.
JHT Small Cap Index Trust.
JHT Small Cap Index Trust.
JHT International Equity Index Trust B—seeks to track the performance of a broad-based equity index of foreign companies primarily in
developed countries and, to a lesser extent, in emerging market
countries. The Trust invests, under normal market conditions, at
least 80% of its assets in securities listed in the Morgan Stanley
Capital International All Country World Excluding U.S. Index.
JHT International Equity Index Trust B
JHT International Equity Index Trust B.
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Existing fund
Replacement fund
Franklin U.S. Government Fund—seeks income. Under normal market
conditions, the Fund invests at least 80% of its net assets in U.S.
government securities. The Fund currently invests primarily in fixed
and variable rate mortgage-backed securities, a substantial portion of
which is in securities issued by the Government National Mortgage
Association. The Fund also may invest in U.S. government securities
backed by other types of assets as well as in U.S. Treasury bonds,
notes and bills, and securities issued by U.S. government agencies
or authorities.
JHT Bond Index Trust B—seeks to track the performance of the Lehman Brothers Aggregate Bond Index (‘‘Lehman Index’’), which
broadly represents the U.S. investment grade bond market. The
Trust is an intermediate term bond fund of high and medium credit
quality which normally will invest more than 80% of its assets in securities listed in the Lehman Index. The Lehman Index consists of
dollar denominated, fixed rate, investment grade debt securities with
maturities generally greater than one year and outstanding par values of at least $200 million. The Lehman Index includes U.S. Treasury and agency securities; asset-backed and mortgage-backed securities; corporate bonds, both U.S. and foreign (if dollar denominated);
and foreign government and agency securities (if dollar denominated).
JHT U.S. Government Securities Trust—seeks to obtain a high level of
current income consistent with preservation of capital and maintenance of liquidity. The Trust invests a substantial portion of its assets
in debt obligations and mortgage-backed securities issued or guaranteed by the U.S. government, its agencies or instrumentalities and
derivative securities such as collateralized mortgage obligations
backed by such securities and futures contracts. The Trust may also
invest a portion of its assets in investment grade corporate bonds.
Putnam VT American Government Income Fund—seeks high current
income with preservation of capital as its secondary objective. Under
normal circumstances, the Fund invests at least 80% of its net assets in U.S. government securities. The Fund invests mainly in intermediate-to long-term bonds that are obligations of the U.S. government, its agencies and instrumentalities and are backed by the full
faith and credit of the U.S., or by only the credit of a federal agency
or government sponsored entity. The Fund may also make other
types of investments, such as investments in derivatives.
17. John Hancock Investment
Management Services, LLC (‘‘JHIMS’’) is
the Adviser to all of the Replacement
Funds. MFC Global Investment
Management (U.S.A.) Limited is the
subadviser to the JHT 500 Index Trust
B, JHT Total Stock Market Index Trust,
JHT Mid Cap Index Trust and JHT Small
Cap Index Trust. SSgA Funds
Management, Inc. is the subadviser to
the JHT International Equity Index Trust
B. Declaration Management and
Research LLC is the subadviser to the
JHT Bond Index Trust B. Salomon
Brothers Asset Management Inc., is the
subadviser to the JHT U.S. Government
Securities Trust. Currently, all of the
Replacement Funds in JHT have Rule
12b–1 Plans through their Series I, II
and III share classes. However, to
accommodate the substitutions
described herein, JHT is adding another
class to each of the Replacement Funds
which will have no Rule 12b–1 Plan
(‘‘NAV Class’’). The NAV Class will be
the only class used to accommodate the
substitutions.
V.I. Premier Equity Fund as of
December 31, 2004 was approximately
$89,043,959. It is estimated that the
newly-created JHT 500 Index Trust B
series will have at least $1,137,000,000
in assets as of April 29, 2005.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. Expenses
shown for the JHT 500 Index Trust B are
based on estimates for the current fiscal
year.
Funds’ Financial Data
18. Comparative size and expense
data for the JHT 500 Index B Fund
substitutions are as follows:
(a) AIM V.I. Premier Equity Fund—JHT
500 Index Trust B
The aggregate amount of assets in the
Separate Accounts allocated to the AIM
[In percent]
Existing Fund
AIM V.I. Premier Equity Fund
Replacement
Fund
JHT 500 Index
Trust B
NAV Class
Fees and expenses
Series I
Series II
Management Fee .......................................................................................................
12b–1 Fee ..................................................................................................................
Other Expenses .........................................................................................................
0.61
..............................
0.30
0.61
0.25
0.30
0.47
0.03
Total Expenses ...................................................................................................
Waivers ......................................................................................................................
0.91
¥0.01
1.16
¥.01
0.50
*¥0.25
Net Expenses .....................................................................................................
0.90
1.15
0.25
*Pursuant to an agreement between JHT and JHIMS, JHIMS has agreed to waive fees or reimburse expenses so that Total Expenses do not
exceed the rate shown in the table above. This expense cap will remain in effect until May 1, 2006 and will terminate after that date only if JHT,
without the prior written consent of JHIMS, sells shares of the fund to (or has shares of the fund held by) any person other than the insurance
company separate accounts of John Hancock or any of its affiliates that are specified in the agreement.
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(b) AllianceBernstein Growth and
Income Portfolio—JHT 500 Index Trust
B
The aggregate amount of assets in the
Separate Accounts allocated to the
AllianceBernstein Growth and Income
Portfolio as of December 31, 2004 was
approximately $2,306,677. It is
estimated that the newly-created JHT
500 Index Trust B series will have at
least $1,137,000,000 in assets as of April
29, 2005.
The management fees and total
operating expenses of the two Funds are
19799
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. Expenses
shown for the JHT 500 Index Trust B are
based on estimates for the current fiscal
year.
[In percent]
Existing Fund
AllianceBernstein
Growth and Income
Portfolio
Class B
Replacement Fund
JHT 500 Index Trust
B
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.55
0.25
0.05
0.47
..................................
0.03
Total Expenses .............................................................................................................................
Waivers ................................................................................................................................................
0.85
..................................
0.50
*¥0.25
Net Expenses ...............................................................................................................................
0.85
0.25
Fees and expenses
*Pursuant to an agreement between the Trust and JHIMS, JHIMS has agreed to waive fees or reimburse expenses so that the Total Expenses
do not exceed the rate shown in the table above. This expense cap will remain in effect until May 1, 2006 and will terminate after that date only
if the Trust, without the prior written consent of JHIMS, sells shares of the fund to (or has shares of the fund held by) any person other than the
insurance company separate accounts of John Hancock or any of its affiliates that are specified in the agreement.
(c) AllianceBernstein Premier Growth
Portfolio—JHT 500 Index Trust B
The aggregate amount of assets in the
Separate Accounts allocated to the
AllianceBernstein Premier Growth
Portfolio as of December 31, 2004 was
approximately $371,125. It is estimated
that the newly-created JHT 500 Index
Trust B series will have at least
$1,137,000,000 in assets as of April 29,
2005.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. Expenses
shown for the JHT 500 Index Trust B are
based on estimates for the current fiscal
year.
[In percent]
Existing Fund
AllianceBernstein
Premier Growth
Portfolio
Class B
Fees and expenses
Replacement Fund
JHT 500 Index Trust
B
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.75
0.25
0.06
0.47
..................................
0.03
Total Expenses .............................................................................................................................
Waivers ................................................................................................................................................
1.06
..................................
0.50
*¥0.25
Net Expenses ...............................................................................................................................
1.06
0.25
*Pursuant to an agreement between the Trust and JHIMS, JHIMS has agreed to waive fees or reimburse expenses so that the Total Expenses
do not exceed the rate shown in the table above. This expense cap will remain in effect until May 1, 2006 and will terminate after that date only
if the Trust, without the prior written consent of JHIMS, sells shares of the fund to (or has shares of the fund held by) any person other than the
insurance company separate accounts of John Hancock or any of its affiliates that are specified in the agreement.
(d) Fidelity VIP Growth Portfolio—JHT
500 Index Trust B
The aggregate amount of assets in the
Separate Accounts allocated to the
Fidelity VIP Growth Portfolio as of
December 31, 2004 was approximately
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$85,567,487. It is estimated that the
newly-created JHT 500 Index Trust B
series will have at least $1,137,000,000
in assets as of April 29, 2005.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
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depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. Expenses
shown for the JHT 500 Index Trust B are
based on estimates for the current fiscal
year.
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[In percent]
Existing Fund
Fidelity VIP Growth Portfolio
Replacement Fund
JHT 500 Index Trust
B
Fees and expenses
Service Class
Service Class 2
NAV Class
Management Fee ...........................................................................................
12b–1 Fee ......................................................................................................
Other Expenses .............................................................................................
0.58
0.10
0.10
0.58
0.25
0.10
0.47
Total Expenses .......................................................................................
Waivers ..........................................................................................................
0.78
0
0.93
0
0.50
*¥0.25
Net Expenses .........................................................................................
0.78
0.93
0.25
0.03
*Pursuant to an agreement between the Trust and JHIMS, JHIMS has agreed to waive fees or reimburse expenses so that the Total Expenses
do not exceed the rate shown in the table above. This expense cap will remain in effect until May 1, 2006 and will terminate after that date only
if the Trust, without the prior written consent of JHIMS, sells shares of the fund to (or has shares of the fund held by) any person other than the
insurance company separate accounts of John Hancock or any of its affiliates that are specified in the agreement.
(e) MFS Investors Growth Stock Series—
JHT 500 Index Trust B
The aggregate amount of assets in the
Separate Accounts allocated to the MFS
Investors Growth Stock Series as of
December 31, 2004 was approximately
$30,894,103. It is estimated that the
newly-created JHT 500 Index Trust B
series will have at least $1,137,000,000
in assets as of April 29, 2005.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. Expenses
shown for the JHT 500 Index Trust B are
based on estimates for the current fiscal
year.
[In percent]
Existing Fund
MFS Investors
Growth Stock Series
Initial Class
Fees and expenses
Replacement Fund
JHT 500 Index Trust
B
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.75
0
0.11
0.47
Total Expenses .............................................................................................................................
Waivers ................................................................................................................................................
0.86
0
0.50
¥**0.25
Net Expenses ...............................................................................................................................
0.86
0.25
0.03
**Pursuant to an agreement between the Trust and JHIMS, JHIMS has agreed to waive fees or reimburse expenses so that the Total Expenses do not exceed the rate shown in the table above. This expense cap will remain in effect until May 1, 2006 and will terminate after that
date only if the Trust, without the prior written consent of JHIMS, sells shares of the fund to (or has shares of the fund held by) any person other
than the insurance company separate accounts of John Hancock or any of its affiliates that are specified in the agreement.
(f) Lord Abbett Growth and Income
Portfolio—JHT 500 Index Trust B
The aggregate amount of assets in the
Separate Accounts allocated to the Lord
Abbett Growth and Income Portfolio as
of December 31, 2004 was
approximately $1,462,569. It is
estimated that the newly-created JHT
500 Index Trust B series will have at
least $1,137,000,000 in assets as of April
29, 2005.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. Expenses
shown for the JHT 500 Index Trust B are
based on estimates for the current fiscal
year.
[In percent]
Existing Fund
Lord Abbett Growth
and Income Portfolio
Class VC
Fees and expenses
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
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Replacement Fund
JHT 500 Index Trust
B
NAV Class
0.50
..................................
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19801
[In percent]
Existing Fund
Lord Abbett Growth
and Income Portfolio
Class VC
Fees and expenses
Replacement Fund
JHT 500 Index Trust
B
NAV Class
Other Expenses ...................................................................................................................................
0.39
0.03
Total Expenses .............................................................................................................................
Waivers ................................................................................................................................................
0.89
..................................
0.50
*¥0.25
Net Expenses ...............................................................................................................................
0.89
0.25
* Pursuant to an agreement between the Trust and JHIMS, JHIMS has agreed to waive fees or reimburse expenses so that the Total Expenses do not exceed the rate shown in the table above. This expense cap will remain in effect until May 1, 2006 and will terminate after that
date only if the Trust, without the prior written consent of JHIMS, sells shares of the fund to (or has shares of the fund held by) any person other
than the insurance company separate accounts of John Hancock or any of its affiliates that are specified in the agreement.
19. Comparative size and expense
data for the JHT Total Stock Market
Index Trust substitutions are as follows:
(a) Fidelity VIP Contrafund Portfolio—
JHT Total Stock Market Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the
Fidelity VIP Contrafund Portfolio as of
December 31, 2004 was approximately
$167,672,399. As of December 31, 2004,
the JHT Total Stock Market Index
Trust’s assets were approximately
$212,471,510.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
[In percent]
Existing Fund
Fidelity VIP
Contrafund Portfolio
Service Class
Fees and expenses
Replacement Fund
JHT Total Stock
Market Index Trust
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.57
0.10
0.11
0.49
Total Expenses .............................................................................................................................
0.78
0.52
Net Expenses ...............................................................................................................................
0.78
0.52
(b) MFS Research Series—JHT Total
Stock Market Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the MFS
Research Series as of December 31, 2004
was approximately $18,991,017. As of
December 31, 2004, the JHT Total Stock
Market Index Trust’s assets were
approximately $212,471,510.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
0.03
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
[In percent]
Existing fund
MFS Research Series
Replacement fund
JHT Total Stock
Market Index Trust
Fees and expenses
Initial Class
Service Class
NAV Class
Management Fee ...........................................................................................
12b–1 Fee ......................................................................................................
Other Expenses .............................................................................................
0.75
0
0.13
0.75
0.25
0.13
0.49
Total Expenses .......................................................................................
0.88
1.13
0.52
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[In percent]
Existing fund
MFS Research Series
Replacement fund
JHT Total Stock
Market Index Trust
Fees and expenses
Initial Class
Net Expenses .........................................................................................
(c) Putnam VT Investors Fund—JHT
Total Stock Market Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the
Putnam VT Investors Fund as of
December 31, 2004 was approximately
$166,524. As of December 31, 2004, the
Service Class
0.88
JHT Total Stock Market Index Trust’s
assets were approximately
$212,471,510.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
NAV Class
* 1.13
0.52
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
[In percent]
Existing Fund
Putnam VT Investors
Fund
Class 1B
Fees and expenses
Replacement Fund
JHT Total Stock
Market Index Trust
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.65
0.25
0.11
0.49
Total Expenses .............................................................................................................................
1.01
0.52
Net Expenses ...............................................................................................................................
1.01
0.52
(d) Oppenheimer Capital Appreciation
Fund/VA—JHT Total Stock Market
Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the
Oppenheimer Capital Appreciation
Fund/VA as of December 31, 2004 was
approximately $1,762,206. As of
December 31, 2004, the JHT Total Stock
Market Index Trust’s assets were
approximately $212,471,510.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
0.03
Replacement Fund which will be
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
[in percent]
Existing fund
Oppenheimer capital
appreciation fund/VA
Service class
Fees and expenses
Replacement fund
JHT total stock market index trust
NAV class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.65
0.25
0.01
0.49
Total Expenses .............................................................................................................................
0.91
0.52
Net Expenses ...............................................................................................................................
0.91
0.52
(e) Mutual Shares Securities Fund—JHT
Total Stock Market Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the
Mutual Shares Securities Fund as of
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December 31, 2004 was approximately
$859,664. As of December 31, 2004, the
JHT Total Stock Market Index Trust’s
assets were approximately
$212,471,510.
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0.03
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. The
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Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
19803
for the Replacement Fund at December
31, 2004.
[In percent]
Existing Fund
Mutual Shares Securities Fund
Class 2
Fees and expenses
Replacement Fund
JHT Total Stock
Market Index Trust
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.60
0.25
0.15
0.49
Total Expenses .............................................................................................................................
1.00
0.52
Net Expenses ...............................................................................................................................
1.00
0.52
20. Comparative size and expense
data for the JHT Total Stock Market
Index Trust substitutions are as follows:
(a) Global Technology Portfolio—JHT
Total Stock Market Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the
Global Technology Portfolio as of
December 31, 2004 was approximately
$5,307,134. As of December 31, 2004,
the JHT Total Stock Market Index
Trust’s assets were approximately
$212,471,510.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
0.03
Replacement Fund which will be
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
[In percent]
Existing Fund
Global Technology
Portfolio
Service Shares
Fees and expenses
Replacement Fund
JHT Total Stock
Market Index Trust
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.64
0.25
0.20
0.49
Total Expenses .............................................................................................................................
1.09
0.52
Net Expenses ...............................................................................................................................
1.09
0.52
(b) Lord Abbett Mid Cap Value
Portfolio—JHT Mid Cap Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the Lord
Abbett Mid Cap Value Portfolio as of
December 31, 2004 was approximately
$1,314,074. As of December 31, 2004,
the JHT Mid Cap Index Trust’s assets
were approximately $247,296,621.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
0.03
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
[In percent]
Existing Fund
Lord Abbett Mid Cap
Value Portfolio
Class VC
Fees and expenses
Replacement Fund
JHT Mid Cap Index
Trust
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.75
..................................
0.42
0.49
Total Expenses .............................................................................................................................
1.17
0.52
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[In percent]
Existing Fund
Lord Abbett Mid Cap
Value Portfolio
Class VC
Fees and expenses
Replacement Fund
JHT Mid Cap Index
Trust
NAV Class
Net Expenses ...............................................................................................................................
(c) Putnam VT Vista Fund—JHT Mid
Cap Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the
Putnam VT Vista Fund as of December
31, 2004 was approximately $119,673.
As of December 31, 2004, the JHT Mid
Cap Index Trust’s assets were
approximately $247,296,621.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
1.17
0.52
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
[In percent]
Existing Fund
Putnam VT Vista
Fund
Class 1B
Fees and expenses
Replacement Fund
JHT Mid Cap Index
Trust
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.65
0.25
0.14
0.49
Total Expenses .............................................................................................................................
1.04
0.52
Net Expenses ...............................................................................................................................
1.04
0.52
(d) MFS Mid Cap Growth Series—JHT
Mid Cap Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the MFS
Mid Cap Growth Series as of December
31, 2004 was approximately $434,324.
As of December 31, 2004, the JHT Mid
Cap Index Trust’s assets were
approximately $247,296,621.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
0.03
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
[In percent]
Existing Fund
MFS Mid Cap
Growth Series
Service Class
Fees and expenses
Replacement Fund
JHT Mid Cap Index
Trust
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.75
0.25
0.12
0.49
Total Expenses .............................................................................................................................
1.12
0.52
Net Expenses ...............................................................................................................................
1.12
0.52
(e) Mid Cap Stock Portfolio—JHT Mid
Cap Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the Mid
Cap Stock Portfolio as of December 31,
2004 was approximately $734,207. As of
December 31, 2004, the JHT Mid Cap
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Index Trust’s assets were approximately
$247,296,621.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
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0.03
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
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19805
[In percent]
Existing Fund
Mid Cap Stock Portfolio
Service Class
Fees and expenses
Replacement Fund
JHT Mid Cap Index
Trust
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.75
0.25
0.03
0.49
Total Expenses .............................................................................................................................
Waivers ................................................................................................................................................
1.03
*0.03
0.52
Net Expenses ...............................................................................................................................
1.00
0.52
0.03
* The manager has agreed, from January 1, 2004 to December 31, 2005, to waive receipt of its fees and/or assume the expenses of the portfolio so that the expenses (excluding taxes, brokerage fees, interest on borrowings and extraordinary expenses) do not exceed 1.00% of the
value of the average daily net assets.
(f) AIM V.I. Capital Development
Fund—JHT Mid Cap Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the AIM
V.I. Capital Development Fund as of
December 31, 2004 was approximately
$7,229,586. As of December 31, 2004,
the JHT Mid Cap Index Trust’s assets
were approximately $247,296,621.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
[In percent]
Existing Fund
AIM V.I. Capital Development Fund
Replacement Fund
JHT Mid Cap Index
Trust
Fees and expenses
Series I
Series II
NAV Class
Management Fee .........................................................................................
12b–1 Fee ....................................................................................................
Other Expenses ...........................................................................................
.075
0.35
0.75
0.25
0.35
Total Expenses .....................................................................................
Waivers ........................................................................................................
1.10
¥0.01
1.35
¥0.01
0.52
Net Expenses .......................................................................................
1.09
1.34
0.52
21. Comparative size and expense
data for the JHT Small Cap Index Trust
substitutions are as follows:
(a) Delaware VIP Small Cap Value
Series—JHT Small Cap Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the
Delaware VIP Small Cap Value Series as
of December 31, 2004 was
approximately $1,318,590. As of
December 31, 2004, the JHT Small Cap
Index Trust’s assets were approximately
$234,277,032.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
0.03
Replacement Fund which will be
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
[In percent]
Existing Fund
Delaware VIP Small
Cap Value Series
Service Class
Fees and expenses
Replacement Fund
JHT Small Cap
Index Trust
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.75
0.30
0.08
0.48
Total Expenses .............................................................................................................................
1.13
0.51
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[In percent]
Existing Fund
Delaware VIP Small
Cap Value Series
Service Class
Fees and expenses
Replacement Fund
JHT Small Cap
Index Trust
NAV Class
Waivers ................................................................................................................................................
*0.05
Net Expenses ...............................................................................................................................
1.08
0.51
*The adviser has contractually agreed to waive that portion, if any, of its management fee and reimburse the Series to the extent necessary to
ensure that annual operating expenses, exclusive of taxes, interest, brokerage commissions, distribution fees, certain insurance costs and extraordinary expenses, do not exceed 0.95% of average daily net assets of the Series through April 30, 2005. No reimbursement was due for the
year ended December 31, 2004.
(b) Emerging Leaders Portfolio—JHT
Small Cap Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the
Emerging Leaders Portfolio as of
December 31, 2004 was approximately
$602,768. As of December 31, 2004, the
JHT Small Cap Index Trust’s assets were
approximately $234,277,032.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
[In percent]
Existing Fund
Emerging Leaders
Portfolio
Service Class
Fees and expenses
Replacement Fund
JHT Small Cap
Index Trust
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.90
0.25
0.23
0.48
Total Expenses .............................................................................................................................
Waivers* ...............................................................................................................................................
1.38
0.51
Net Expenses ...............................................................................................................................
1.38
0.51
0.03
* The adviser has agreed, until December 31, 2005, to waive receipt of its fees and/or assume the expenses of the portfolio so that the expenses (excluding taxes, brokerage commissions, extraordinary expenses, interest expenses and commitment fees on borrowings) do not exceed 1.50%.
(c) Franklin Small Cap Fund — JHT
Small Cap Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the
Franklin Small Cap Fund as of
December 31, 2004 was approximately
$647,520. As of December 31, 2004, the
JHT Small Cap Index Trust’s assets were
approximately $234,277,032.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
[In percent]
Existing fund
Franklin Small Cap
Fund
Class 2
Fees and expenses
Replacement Fund
JHT Small Cap
Index Trust
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.48
0.25
0.29
0.48
Total Expenses .............................................................................................................................
Waivers ................................................................................................................................................
1.02
*(0.03)
0.51
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19807
[In percent]
Existing fund
Franklin Small Cap
Fund
Class 2
Fees and expenses
Replacement Fund
JHT Small Cap
Index Trust
NAV Class
Net Expenses ...............................................................................................................................
0.99
0.51
* The manager has agreed in advance to reduce its fee from assets invested by the Fund in a Franklin Templeton money fund. This reduction
is required by the Board and an order of the Commission.
(d) Delaware VIP Trend Series—JHT
Small Cap Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the
Delaware VIP Trend Series as of
December 31, 2004 was approximately
$91,176. As of December 31, 2004, the
JHT Small Cap Index Trust’s assets were
approximately $234,277,032.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
[In percent]
Existing Fund
Delaware VIP Trend
Series
Service Class
Fees and expenses
Replacement Fund
JHT Small Cap
Index Trust
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.75
0.30
0.09
0.48
Total Expenses .............................................................................................................................
Waivers** .............................................................................................................................................
1.14
0.05
0.51
Net Expenses ...............................................................................................................................
1.09
0.51
0.03
** The adviser has contractually agreed to waive that portion, if any, of its management fee and reimburse the Series to the extent necessary
to ensure that annual operating expenses, exclusive of taxes, interest, brokerage commissions, distribution fees, certain insurance costs and extraordinary expenses do not exceed 0.95% of average daily net assets of the Series through April 30, 2005. No reimbursement was due for the
year ended December 31, 2004.
(e) MFS New Discovery Series—JHT
Small Cap Index Trust
The aggregate amount of assets in the
Separate Accounts allocated to the MFS
New Discovery Series as of December
31, 2004 was approximately
$31,823,713. As of December 31, 2004,
the JHT Small Cap Index Trust’s assets
were approximately $234,277,032.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
[In percent]
Existing Fund
MFS New Discovery Series
Replacement Fund
JHT Small Cap
Index Trust
Fees and expenses
Initial Class
Service Class
NAV Class
Management Fee ...........................................................................................
12b–1 Fee ......................................................................................................
Other Expenses .............................................................................................
0.90
0
0.11
0.90
0.25
0.11
0.48
Total Expenses .......................................................................................
Waivers ..........................................................................................................
1.01
0
1.26
0
0.51
Net Expenses .........................................................................................
1.01
1.26
0.51
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22. Comparative size and expense
data for the JHT International Equity
Index Trust B substitutions are as
follows:
(a) Fidelity VIP Overseas Portfolio—JHT
International Equity Index Trust B
The aggregate amount of assets in the
Separate Accounts allocated to the
Fidelity VIP Overseas Portfolio as of
December 31, 2004 was approximately
$34,468,284. The JHT International
Equity Index Trust B series is a newlycreated series which will begin selling
its shares on or about May 1, 2005.
Projected asset information with respect
to the newly-created JHT International
Equity Index Trust B series is not yet
available.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. Expenses
shown for the JHT International Equity
Index Trust B are based on estimates for
the current fiscal year.
[In percent]
Existing Fund
Fidelity VIP Overseas Portfolio
Replacement Fund
JHT International
Equity Index Trust B
Fees and expenses
Service Class
Service Class
NAV Class
Management Fee ...........................................................................................
12b–1 Fee ......................................................................................................
Other Expenses .............................................................................................
0.72
0.10
0.19
0.72
0.25
0.19
0.55
Total Expenses .......................................................................................
Waivers ..........................................................................................................
1.01
0
1.16
..................................
0.59
*¥0.25
Net Expenses* ........................................................................................
1.01
1.16
0.34
0.04
* Pursuant to an agreement between the Trust and JHIMS, JHIMS has agreed to waive fees or reimburse expenses so that the Total Expenses do not exceed the rate shown in the table above. This expense cap will remain in effect until May 1, 2006 and will terminate after that
date only if the Trust, without the prior written consent of JHIMS, sells shares of the fund to (or has shares of the fund held by) any person other
than the insurance company separate accounts of John Hancock or any of its affiliates that are specified in the agreement.
(b) Worldwide Growth Portfolio—JHT
International Equity Index Trust B
The aggregate amount of assets in the
Separate Accounts allocated to the
Worldwide Growth Portfolio as of
December 31, 2004 was approximately
$15,068,888. The JHT International
Equity Index Trust B series is a newly-
created series which will begin selling
its shares on or about May 1, 2005.
Projected asset information with respect
to the newly-created JHT International
Equity Index Trust B series is not yet
available.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. Expenses
shown for the JHT International Equity
Index Trust B are based on estimates for
the current fiscal year. x
[In percent]
Existing Fund
Worldwide Growth
Portfolio
Service Shares
Fees and expenses
Replacement Fund
JHT International
Equity Index Trust B
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.60
0.25
0.06
0.55
Total Expenses .............................................................................................................................
Waivers ................................................................................................................................................
0.91
..................................
0.59
*¥0.25
Net Expenses ...............................................................................................................................
0.91
0.34
0.04
* Pursuant to an agreement between the Trust and JHIMS, JHIMS has agreed to waive fees or reimburse expenses so that the Total Expenses do not exceed the rate shown in the table above. This expense cap will remain in effect until May 1, 2006 and will terminate after that
date only if the Trust, without the prior written consent of JHIMS, sells shares of the fund to (or has shares of the fund held by) any person other
than the insurance company separate accounts of John Hancock or any of its affiliates that are specified in the agreement.
(c) Putnam VT International Equity
Fund—JHT International Equity Index
Trust B
The aggregate amount of assets in the
Separate Accounts allocated to the
Putnam VT International Equity Fund as
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of December 31, 2004 was
approximately $817,663. Projected asset
information with respect to the newlycreated JHT International Equity Index
Trust B series is not yet available.
The management fees and total
operating expenses of the two Funds are
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shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. Expenses
shown for the JHT International Equity
Index Trust B are based on estimates for
the current fiscal year.
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19809
[In percent]
Existing Fund
Putnam VT International Equity Fund
Class 1B
Fees and expenses
Replacement Fund
JHT International
Equity Index Trust B
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.76
0.25
0.18
0.55
..................................
0.04
Total Expenses .............................................................................................................................
Waivers ................................................................................................................................................
1.19
..................................
*¥0.25
Net Expenses ...............................................................................................................................
1.19
0.34
0.59
*Pursuant
to an agreement between the Trust and JHIMS, JHIMS has agreed to waive fees or reimburse expenses so that the Total Expenses
do not exceed the rate shown in the table above. This expense cap will remain in effect until May 1, 2006 and will terminate after that date only
if the Trust, without the prior written consent of JHIMS, sells shares of the fund to (or has shares of the fund held by) any person other than the
insurance company separate accounts of John Hancock or any of its affiliates that are specified in the agreement.
23. Comparative size and expense
data for the JHT Bond Index Trust B
substitution are as follows:
Franklin U.S. Government Fund—JHT
Bond Index Trust B
The aggregate amount of assets in the
Separate Accounts allocated to the
Franklin U.S. Government Fund as of
December 31, 2004 was approximately
$2,990,795. It is estimated that the
newly-created JHT Bond Index Trust B
series will have approximately
$205,000,000 in assets as of April 29,
2005.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. Expenses
shown for the JHT Bond Index Trust B
are based on estimates for the current
fiscal year.
[in percent]
Existing fund
Franklin U.S. Government Fund
Class 2
Fees and expenses
Replacement fund
JHT Bond Index
Trust B
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
*0.49
0.47
0.25
0.05
0.03
Total Expenses .............................................................................................................................
Waivers ................................................................................................................................................
0.79
..................................
**¥0.25
Net Expenses ...............................................................................................................................
0.79
0.25
0.50
*The
fund administration fee is paid indirectly through the management fee.
to an agreement between the Trust and JHIMS, JHIMS has agreed to waive fees or reimburse expenses so that the Total Expenses do not exceed the rate shown in the table above. This expense cap will remain in effect until May 1, 2006 and will terminate after that
date only if the Trust, without the prior written consent of JHIMS, sells shares of the fund to (or has shares of the fund held by) any person other
than the insurance company separate accounts of John Hancock or any of its affiliates that are specified in the agreement.
**Pursuant
24. Comparative size and expense
data for the JHT Bond Index Trust B
substitution are as follows:
Putnam VT American Government
Income Fund—JHT U.S. Government
Securities Trust
The aggregate amount of assets in the
Separate Accounts allocated to the
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Putnam VT American Government
Income Fund as of December 31, 2004
was approximately $258,450. As of
December 31, 2004, the JHT U.S.
Government Securities Trust’s assets
were approximately $736,062,950.
The management fees and total
operating expenses of the two Funds are
shown below. As discussed above,
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depicted below is an NAV Class for the
Replacement Fund which will be
created for the substitution. The
Management Fee shown below reflects
the increase anticipated to take effect on
May 1, 2005. Other Expenses are shown
as if the NAV Class had been in place
for the Replacement Fund at December
31, 2004.
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14APN1
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Federal Register / Vol. 70, No. 71 / Thursday, April 14, 2005 / Notices
[In percent]
Existing Fund
Putnam VT American Government Income Fund
Class 1B
Fees and expenses
Replacement Fund
JHT U.S. Government Securities
Trust
NAV Class
Management Fee .................................................................................................................................
12b–1 Fee ............................................................................................................................................
Other Expenses ...................................................................................................................................
0.65
0.25
0.01
0.62
Total Expenses .............................................................................................................................
0.91
0.69
Net Expenses ...............................................................................................................................
0.91
0.69
Summary of Benefits
25. Applicants note that contract
owners with subaccount balances
invested in shares of the Replacement
Funds will, in every case, have lower
total expense ratios than they currently
have in the Existing Funds. In each case,
the total expenses of the Replacement
Funds (even without applicable fee
waivers) are lower than those of the
Existing Funds with their fee waivers.
Further, in each case, the management
fees of the Replacement Funds are lower
than those of the Existing Funds even
with the Replacement Funds’ fee
increase described below. For Contract
owners with account balances in funds
involved in the substitutions, the
substitutions are therefore expected to
result in decreased expense ratios.
Moreover, there will be no increase in
Contract fees and expenses, including
mortality and expense risk fees and
administration and distribution fees
charged to the Separate Accounts as a
result of the substitutions.
26. With respect to the JHT 500 Index
Trust B, the JHT Total Stock Market
Index Trust, the JHT Mid Cap Index
Trust, the JHT Small Cap Index Trust,
the JHT International Equity Index Trust
B, and the JHT U.S. Government
Securities Trust, Applicants believe that
the each of these Replacement Funds is
no more risky than any of the Existing
Funds being substituted into it.
Applicants note that each of these
Replacement Funds are invested
substantially in securities similar to
each of the Existing Funds being
substituted into it, and so believe that it
has risk characteristics very similar to
each of those Existing Funds.
Applicants also note that each of these
Replacement Funds, other than the JHT
U.S. Government Securities Trust, is an
index fund and is not actively managed.
27. Applicants believe that
investment in the JHT Bond Index Trust
B Replacement Fund involves certain
additional risks not involved in the
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Franklin U.S. Government Existing
Fund relating to investment in corporate
bonds. However, Applicants believe that
the additional risks are not materially
significant and that the Replacement
Fund is a suitable replacement
investment for the Franklin U.S.
Government Existing Fund. Both the
JHT Bond Index Trust B Replacement
Fund and the Franklin U.S. Government
Existing Fund are invested substantially
in bonds and therefore share the
common risks of investing in bonds.
Additionally, the JHT Bond Index Trust
B Replacement Fund is an index fund
and is not actively managed.
28. Applicants expect that the
substitutions will provide significant
benefits to Contract owners, including
improved selection of portfolio
managers and simplification of fund
offerings through the elimination of
overlapping offerings. Applicants state
that the Insurance Companies
considered the performance history of
the Existing Funds and the Replacement
Funds and determined that no Contract
owners would be materially adversely
affected as a result of the substitutions.
Applicants believe that the
substitutions, each of which replaces
outside funds with funds for which
JHIMS acts as investment adviser, will
permit JHIMS, under a multi-manager
order granted by the Commission 1 to
hire, monitor and replace sub-advisers
as necessary to seek optimal
performance and to ensure a consistent
investment style. The Applicants further
believe that the subadvisers to the
Replacement Funds overall are better
positioned to provide consistent aboveaverage performance for their Funds
than are the advisers or sub-advisers of
the Existing Funds. Applicants state that
Contract owners will continue to be able
1John Hancock Investment Management Services
LLC, et al., Investment Company Act Release No.
24261 (December 29, 1999) (notice), Investment
Company Act Release No. 24261 (January 27, 2000)
(order).
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Frm 00084
Fmt 4703
Sfmt 4703
0.07
to select among a large number of funds,
with a full range of investment
objectives, investment strategies, and
managers. Applicants believe there will
also be a significant savings to Contract
owners because certain costs, such as
the costs of printing and mailing lengthy
periodic reports and prospectuses for
the Existing Funds will be substantially
reduced. Applicants state this would be
the case because the Replacement Funds
are each a series of one Fund (JHT), so
an individual fund prospectus and
reports or prospectuses and reports with
just a limited number of funds will be
able to be sent to Contract owners.
29. Applicants state that, in addition,
as a result of the substitutions, neither
JHIMS nor any of its affiliates will
receive increased amounts of
compensation from the charges to the
Separate Accounts related to the
Contracts or from Rule 12b–1 fees or
revenue sharing currently received from
the investment advisers or distributors
of the Existing Funds. In fact, owners
will benefit from a reduction in fund
expenses since many of the Existing
Funds have 12b–1 fees in place, while
the NAV Class of the Replacement
Funds will have no 12b–1 fees.
30. The proposed substitutions will
take place at relative net asset value
with no change in the amount of any
Contract owner’s Contract value, cash
value, or death benefit or in the dollar
value of his or her investment in the
Separate Accounts. Applicants expect
that the substitutions will be effected by
redeeming shares of an Existing Fund
for cash and using the cash to purchase
shares of the Replacement Fund.
31. Contract owners will not incur
any fees or charges as a result of the
proposed substitutions, nor will their
rights or an Insurance Company’s
obligations under the Contracts be
altered in any way. All expenses
incurred in connection with the
proposed substitutions, including
brokerage, legal, accounting, and other
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14APN1
Federal Register / Vol. 70, No. 71 / Thursday, April 14, 2005 / Notices
fees and expenses, will be paid by the
Insurance Companies. In addition, the
proposed substitutions will not impose
any tax liability on Contract owners.
The proposed substitutions will not
cause the Contract fees and charges
currently being paid by existing
Contract owners to be greater after the
proposed substitutions than before the
proposed substitutions. No fees will be
charged on the transfers made at the
time of the proposed substitutions
because the proposed substitutions will
not be treated as a transfer for the
purpose of assessing transfer charges or
for determining the number of
remaining permissible transfers in a
Contract year.
32. By a supplement to the
prospectuses for the Contracts and the
Separate Accounts, each Insurance
Company has notified all owners of the
Contracts of its intention to take the
necessary actions, including seeking the
requested order, to substitute shares of
the funds as described in this notice.
The supplement advised Contract
owners that from the date of the
supplement until the date of the
proposed substitution, owners are
permitted to make transfers of Contract
value (or annuity unit exchange) out of
the Existing Fund subaccount to another
subaccount without the transfer (or
exchange) being treated as one of a
limited number of permitted transfers
(or exchanges) or a limited number of
transfers (or exchanges) permitted
without a transfer charge. The
supplement also informed Contract
owners that the Insurance Company will
not exercise any rights reserved under
any Contract to impose additional
restrictions on transfers until at least 30
days after the proposed substitutions.
The supplement also advised Contract
owners that for at least 30 days
following the proposed substitutions,
the Insurance Companies will permit
Contract owners affected by the
substitutions to make transfers of
Contract value (or annuity unit
exchange) out of the Replacement Fund
subaccount to another subaccount
without the transfer (or exchange) being
treated as one of a limited number of
permitted transfers (or exchanges) or a
limited number of transfers (or
exchanges) permitted without a transfer
charge.
33. In addition to the prospectus
supplements distributed to owners of
Contracts, within five business days
after the proposed substitutions, each
Insurance Company will send Contract
owners a written notice informing them
that the substitutions were carried out
and that they may transfer all Contract
value or cash value under a Contract
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19:36 Apr 13, 2005
Jkt 205001
invested in any one of the subaccounts
on the date of the notice to another
subaccount available under their
Contract at no cost and without regard
to the usual limit on the frequency of
transfers from the variable account
options to the fixed account options.
The notice will also reiterate that (other
than with respect to ‘‘market timing’’
activity as described above, the
Insurance Company will not exercise
any rights reserved by it under the
Contracts to impose additional
restrictions on transfers or to impose
any charges on transfers until at least 30
days after the proposed substitutions.
The Insurance Companies will also send
each Contract owner current
prospectuses for the Replacement Funds
involved.
Applicants’ Legal Analysis
1. Applicants note that Section 26(c)
of the Act provides that ‘‘[i]t shall be
unlawful for any depositor or trustee of
a registered unit investment trust
holding the security of a single issuer to
substitute another security for such
security unless the [Commission] shall
have approved such substitution.’’
Section 26(b) of the Act was enacted as
part of the Investment Company Act
Amendments of 1970. Applicants
contend that the section’s legislative
history makes clear Congress’ intent to
provide Commission scrutiny of
proposed substitutions which could
otherwise, in effect, force shareholders
dissatisfied with the substituted security
to redeem their shares, thereby possibly
incurring either a loss of the sales load
deducted from initial purchase
payments, an additional sales load upon
reinvestment of the proceeds of
redemption, or both.
2. Applicants note that the Contracts
expressly reserve to the applicable
Insurance Company the right, subject to
compliance with applicable law, to
substitute shares of another investment
company for shares of an investment
company held by a subaccount of the
Separate Accounts. Applicants assert
that the prospectuses for the Contracts
and the Separate Accounts contain
appropriate disclosure of this right.
3. In each case, Applicants believe
that it is in the best interests of the
Contract owners to substitute the
Replacement Fund for the Existing
Fund. In this regard, Applicants
contend that the proposed Replacement
Fund for each Existing Fund has an
investment objective that is at least
substantially similar to that of the
Existing Fund. Applicants also assert
that the principal investment policies of
the Replacement Funds are similar to
those of the corresponding Existing
PO 00000
Frm 00085
Fmt 4703
Sfmt 4703
19811
Funds. In addition, with respect to each
proposed substitution, Applicants note
that Contract owners with balances
invested in the Replacement Fund will
have a lower expense ratio in all cases.
4. Applicants anticipate that Contract
owners will be better off with the array
of subaccounts offered after the
proposed substitutions than they have
been with the array of subaccounts
offered prior to the substitutions. The
proposed substitutions retain for
Contract owners the investment
flexibility which is a central feature of
the Contracts. If the proposed
substitutions are carried out, all
Contract owners will be permitted to
allocate purchase payments and transfer
Contract values and cash values
between and among approximately the
same number of subaccounts as they
could before the proposed substitutions.
Moreover, the elimination of the costs of
printing and mailing prospectuses and
periodic reports of the Existing Funds
will benefit Contract owners.
5. Applicants note that Contract
owners who do not wish to participate
in a Replacement Fund will have an
opportunity to reallocate their
accumulated value among other
available subaccounts without the
imposition of any charge or limitation
(other than with respect to ‘‘market
timing’’ activity).
6. Applicants assert that, for the
reasons summarized above, the
proposed substitutions and related
transactions meet the standards of
Section 26(c) of the Act and that the
requested order should be granted.
Applicants’ Condition
For purposes of the approval sought
pursuant to Section 26(c) of the Act, the
substitutions described in the
application will not be completed
unless the following condition is met:
For those who were Contract owners
on the date of the proposed
substitutions, John Hancock and
JHVLICO will reimburse, on the last
business day of each fiscal period (not
to exceed a fiscal quarter) during the
twenty-four months following the date
of the proposed substitutions, the
subaccount investing in the
Replacement Fund such that the sum of
the Replacement Fund’s operating
expenses (taking into account fee
waivers and expense reimbursements)
and subaccount expenses (asset-based
fees and charges deducted on a daily
basis from subaccount assets and
reflected in the calculation of
subaccount unit values) for such period
will not exceed, on an annualized basis,
the sum of the Replacement Fund’s
operating expenses (taking into account
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Federal Register / Vol. 70, No. 71 / Thursday, April 14, 2005 / Notices
fee waivers and expense
reimbursements) and subaccount
expenses for the fiscal year preceding
the date of the proposed substitution. In
addition, for twenty-four months
following the proposed substitutions,
John Hancock and JHVLICO will not
increase asset-based fees or charges for
Contracts outstanding on the date of the
proposed substitutions.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 05–7496 Filed 4–11–05; 12:35 pm]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. IC–26831A; File No. 812–
13129]
John Hancock Life Insurance
Company, et al.
April 12, 2005.
Securities and Exchange
Commission.
ACTION: This is to amend and restate the
‘‘Hearing of Notification’’ section in a
notice issued April 11, 2005 on an
application authorizing the substitution
of shares of certain series of John
Hancock Trust for shares of certain
series of various registered investment
companies under Section 26(c) of the
Investment Company Act of 1940
(Investment Company Act Release No.
26831).
AGENCY:
The amended and restated ‘‘Hearing
of Notification’’ section now reads as
follows:
Hearing of Notification: An order granting
the application will be issued unless the
Commission orders a hearing. Interested
persons may request a hearing by writing to
the Secretary of the Commission and serving
Applicants with a copy of the request
personally or by mail. Hearing requests
should be received by the Commission by
5:30 p.m. on April 28, 2005 and should be
accompanied by proof of service on
Applicants, in the form of an affidavit or for
lawyers a certificate of service. Hearing
requests should state the nature of the
writer’s interest, the reason for the request
and the issues contested. Persons may
request notification of a hearing by writing to
the Secretary of the Commission.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 05–7602 Filed 4–12–05; 3:34 pm]
BILLING CODE 8010–01–P
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19:36 Apr 13, 2005
Jkt 205001
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–51510; File No. SR–CBOE–
2004–59]
Self-Regulatory Organizations; Notice
of Filing of Proposed Rule Change and
Amendment Nos. 1, 2, and 3 Thereto
by the Chicago Board Options
Exchange, Incorporated Relating to
Back-up Trading Arrangements
April 8, 2005.
Pursuant to section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on August
27, 2004, the Chicago Board Options
Exchange, Incorporated (‘‘CBOE’’ or
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II and III
below, which Items have been prepared
by the Exchange. On October 21, 2004,
the Exchange amended its proposal.3 On
October 26, 2004, the Exchange further
amended its proposal.4 On March 23,
2005, the Exchange submitted a third
amendment.5 The Commission is
publishing this notice to solicit
comments on the proposed rule change,
as amended, from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange is filing with the
Commission proposed new rules that
will facilitate the CBOE entering into
arrangements with one or more other
exchanges that would provide back-up
trading facilities for CBOE listed options
at another exchange if CBOE’s facility
becomes disabled and trading is
prevented for an extended period of
time, and similarly provide trading
facilities at CBOE for another exchange
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See letter from Jaime Galvan, Attorney, CBOE,
to Nancy Sanow, Assistant Director, Division of
Market Regulation (‘‘Division’’), Commission, dated
October 20, 2004 (‘‘Amendment No. 1’’). In
Amendment No. 1, the Exchange modified the text
of proposed CBOE Rule 6.16 and made certain other
clarifying changes to the original submission.
Amendment No. 1 replaced CBOE’s original filing
in its entirety.
4 See letter from Jaime Galvan, Attorney, CBOE,
to Brian Trackman, Special Counsel, Division,
Commission, dated October 25, 2004 (‘‘Amendment
No. 2’’). In Amendment No. 2, the Exchange
corrected typographical errors in the proposed rule
text.
5 See Amendment No. 3, dated March 23, 2005
(‘‘Amendment No. 3’’) In Amendment No. 3, the
Exchange modified portions of the proposed rule
text and corresponding sections of the Form 19b–
4 describing the rule proposal. Amendment No. 3
replaces CBOE’s previously amended filing in its
entirety.
PO 00000
1 15
2 17
Frm 00086
Fmt 4703
Sfmt 4703
to trade its listed options if that
exchange’s facility becomes disabled.
The Exchange also proposes to adopt a
rule addressing general Exchange
procedures under emergency conditions
and to eliminate a rule adopted
following the events of September 11,
2001. Additionally, the Exchange has
submitted a corresponding back-up
trading agreement between itself and the
Philadelphia Stock Exchange as Exhibit
B to its Form 19b–4 filing. This back-up
trading agreement is available for
viewing on the Commission’s Web site,
https://www.sec.gov/rules/sro.shtml, and
at the Exchange and the Commission.6
The text of the proposed rule change, as
amended, is set forth below. Proposed
new language is in italics; proposed
deletions are in [brackets].
*
*
*
*
*
Chicago Board Options Exchange, Inc.
Rules
*
*
*
*
*
CHAPTER III
MEMBERSHIP
Temporary Access
Rule 3.22
[Until emergency conditions in the
aftermath of the terrorist on New York
City on September 11, 2001 cease, the
Exchange may permit a person or
organization to conduct business on the
Exchange provided that the person or
organization (i) is a member in good
standing of the American Stock
Exchange ‘‘AMEX’’, (ii) is not subject to
a statutory disqualification under the
Exchange Act, and (iii) is not subject to
an investigation conducted by any selfregulatory organization under the
Exchange Act that may involve the
fitness for membership on the Exchange
of that person or organization. Any such
person or organization granted
temporary access to conduct business
on the Exchange ‘‘TPO’’ shall only be
permitted (i) to act in those Exchange
capacities that are authorized by the
Exchange and that are comparable to
capacities which TPO has been
authorized to act on the AMEX and (ii)
to trade in those securities in which the
TPO is authorized to trade on the
AMEX. Each TPO shall be subject to,
and obligated to comply with, the rules
of the Exchange that are applicable to
exchange members, but shall have none
of the rights of a member of the
Exchange except the right to conduct
business on the Exchange to the extent
6 See infra note 10. The Commission notes that
the text of the back-up trading agreement that
appears on the Commission’s Web site was filed as
part of Amendment No. 3.
E:\FR\FM\14APN1.SGM
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]]>Agencies
[Federal Register Volume 70, Number 71 (Thursday, April 14, 2005)]
[Notices]
[Pages 19793-19812]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 05-7496]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. IC-26831; File No. 812-13129]
John Hancock Life Insurance Company, et al.
April 11, 2005.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of application for an order pursuant to Section 26(c) of
the Investment Company Act of 1940 (the ``Act'') approving certain
substitutions of securities.
-----------------------------------------------------------------------
DATES: Filing Date: The application was filed on October 15, 2004 and
amended on February 9, 2005 and on April 11, 2005.
Applicants: John Hancock Life Insurance Company (``John Hancock''),
John Hancock Variable Life Insurance Company (``JHVLICO''), and the
following separate accounts of John Hancock and JHVLICO (``Separate
Accounts''): John Hancock Variable Life Account S (``Account S''), John
Hancock Variable Life Account UV (``Account UV''), John Hancock
Variable Life Account U (``Account U''), John Hancock Variable Annuity
Account JF (``Account JF''), John Hancock Variable Annuity Account I
(``Account I''), and John Hancock Variable Annuity Account H (``Account
H'') (collectively, ``Applicants'').
Summary of Application: Applicants request an order to permit certain
unit investment trusts to substitute shares of the following series of
John Hancock Trust (``JHT'') (formerly, Manufacturers Investment
Trust): (a) Shares of JHT 500 Index Trust B for shares of each of the
following series of unaffiliated registered investment companies: AIM
V.I. Premier Equity Fund (Series I and Series II Shares) of AIM
Variable Insurance Funds, AllianceBernstein Growth and Income Portfolio
(Class B Shares) of AllianceBernstein Variable Products Series Fund,
Inc., AllianceBernstein Premier Growth Portfolio (Class B Shares) of
AllianceBernstein Variable Products Series Fund, Inc., Fidelity VIP
Growth Portfolio (Service Class and Service Class 2 Shares) of Variable
Insurance Products Fund, MFS Investors Growth Stock Series (Initial
Class) of MFS Variable Insurance Trust, and Growth and Income Portfolio
(Class VC Shares) of Lord Abbett Series Fund, Inc.; (b) shares of JHT
Total Stock Market Index Trust for shares of each of the following
series of unaffiliated registered investment companies: Fidelity VIP
Contrafund Portfolio (Service Class Shares) of Variable Insurance
Products Fund II, MFS Research Series (Initial Class and Service Class)
of MFS Variable Insurance Trust, Putnam VT Investors Fund (Class 1B
Shares) of Putnam Variable Trust, Oppenheimer Capital Appreciation
Fund/VA (Service Class Shares) of Oppenheimer Variable Account Funds,
Mutual Shares Securities Fund (Class 2 Shares) of Franklin Templeton
Variable Insurance Products Trust, Global Technology Portfolio (Service
Shares) of Janus Aspen Series; (c) shares of JHT Mid Cap Index Trust
for shares of each of the following series of unaffiliated registered
investment companies: Mid Cap Value Portfolio (Class VC Shares) of Lord
Abbett Series Fund, Inc., Putnam VT Vista Fund (Class IB Shares) of
Putnam Variable Trust, MFS Mid Cap Growth Series (Service Class Shares)
of MFS Variable Insurance Trust, Mid Cap Stock Portfolio (Service Class
Shares) of Dreyfus Investment Portfolios, and AIM V.I. Capital
Development Fund (Series I and Series II shares) of AIM Variable
Insurance Funds; (d) shares of JHT Small Cap Index Trust for shares of
each of the following series of unaffiliated registered investment
companies: Delaware VIP Small Cap Value Series (Service Class Shares)
of Delaware VIP Trust, Emerging Leaders Portfolio (Service Class
Shares) of Dreyfus Investment Portfolios, Franklin Small Cap Fund
(Class 2 Shares) of Franklin Templeton Variable Insurance Products
Trust, Delaware VIP Trend Series (Service Class Shares) of Delaware VIP
Trust, MFS New Discovery Series (Initial Class and Service Class
Shares) of MFS Variable Insurance Trust; (e) shares of JHT
International Equity Index Trust B for shares of each of the following
series of unaffiliated registered investment companies: Fidelity VIP
Overseas Portfolio (Service Class and Service Class 2 Shares) of
Variable Insurance Products Fund, Worldwide Growth Portfolio (Service
Shares) of Janus Aspen Series, and Putnam VT International Equity Fund
(Class 1B Shares) of Putnam Variable Trust; (f) shares of JHT U.S.
Government Securities Trust for shares of the following series of an
unaffiliated registered investment company: Putnam VT American
Government Income Fund (Class 1B Shares) of Putnam Variable Trust; and
(g) shares of JHT Bond Index Trust B for shares of the following series
of an unaffiliated registered investment company: Franklin U.S.
Government Fund (Class 2 Shares) of Franklin Templeton Variable
Insurance Products Trust.
Hearing of Notification: An order granting the application will be
issued unless the Commission orders a hearing. Interested persons may
request a hearing by writing to the Secretary of the Commission and
serving Applicants with a copy of the request personally or by mail.
Hearing requests should be received by the Commission by 5:30 p.m. on
April 29, 2005, and should be accompanied by proof of service on
Applicants, in the form of an affidavit or for lawyers a certificate of
service. Hearing requests should state the nature of the writer's
interest, the reason for the request and the issues contested. Persons
may request notification of a hearing by writing to the Secretary of
the Commission.
ADDRESSES: Secretary, Securities and Exchange Commission, 450 Fifth
Street, NW., Washington, DC 20549. Applicants: Raymond A. O'Hara III,
Blazzard, Grodd & Hasenauer, P.C., 943 Post Road East, Westport, CT
06880 and Arnold R. Bergman, John Hancock Life Insurance Company, 601
Congress Street, 11th Floor, Boston, MA 02210-2801.
FOR FURTHER INFORMATION CONTACT: Harry Eisenstein, Senior Counsel, at
(202) 551-6764 or Zandra Bailes, Branch Chief, Office of Insurance
Products, Division of Investment Management, at (202) 551-6795.
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee from
the Public Reference Branch of the Commission, 450 Fifth Street, NW.,
Washington, DC 20549, (202) 942-8090.
Applicants' Representations
1. John Hancock is a Massachusetts stock life insurance company. On
February 1, 2000, John Hancock Mutual Life Insurance Company converted
to a stock company from a mutual company and changed its name to its
present name. As part of the demutualization process, John Hancock
became a subsidiary of John Hancock Financial Services, Inc., a newly-
formed publicly-traded corporation. In April 2004, John Hancock
Financial Services, Inc. was merged with a subsidiary of Manulife
Financial Corporation, a publicly-traded corporation organized under
the laws of Canada. The merger was effected pursuant to an Agreement
and Plan of Merger dated as of September 28, 2003.
[[Page 19794]]
As a consequence of the merger, John Hancock's ultimate parent is now
Manulife Financial Corporation. John Hancock provides a broad range of
insurance and investment products, and investment management and
advisory services.
2. JHVLICO is a wholly-owned subsidiary of John Hancock and is
organized under the laws of Massachusetts. JHVLICO is a stock life
insurance company, which was organized in 1979. Its primary business is
life insurance and annuities. John Hancock and JHVLICO are referred to
collectively herein as the ``Insurance Companies.''
3. Account S is a separate investment account established by
JHVLICO under Massachusetts law to fund variable life insurance
policies issued by JHVLICO. Account S is registered under the Act as a
unit investment trust (File No. 811-7782). The variable life insurance
policies funded by Account S that are affected by the application are
as follows: Medallion Executive Variable Life (``MEVL''), MEVL II, and
MEVL III, interests under all of which are also registered under the
Securities Act of 1933 (the ``1933 Act'') (File No. 333-425); Majestic
Variable Universal Life (``MVUL''), and MVUL 98, interests under both
of which are also registered under the 1933 Act (File No. 333-15075);
Variable Master Plan Plus (``VCOLI''), interests under which are also
registered under the 1933 Act (File No. 33-79108); Majestic VCOLI
(``MVCOLI''), interests under which are also registered under the 1933
Act (File No. 333-60274); and Variable Estate Protection (``VEP''),
Majestic Variable Estate Protection (``MVEP''), MVEP98, and VEP Plus,
interests under all of which also are registered under the 1933 Act
(File No. 33-64366); VEP Edge, interests under which are also
registered under the 1933 Act (File No. 33-55172); and Performance
Executive Variable Life (``PEVL''), interests under which are also
registered under the 1933 Act (File No. 333-111385).
4. Account UV is a separate investment account established by John
Hancock under Massachusetts law to fund variable life insurance
policies issued by John Hancock. Account UV is registered under the Act
as a unit investment trust (File No. 811-7766). The variable life
insurance policies funded by Account UV that are affected by the
application are as follows: VEP (NY), interests under which are also
registered under the 1933 Act (File No. 33-64364); VEP Plus-NY,
interests under which are also registered under the 1933 Act (File No.
333-73082); VEP Edge-NY, interests under which are also registered
under the 1933 Act (File No. 333-73072); MVUL98-NY, interests under
which are also registered under the 1933 Act (File No. 333-42378);
MVEP98-NY, interests under which are also registered under the 1933 Act
(File No. 333-73444); MEVL III-NY, interests under which are also
registered under the 1933 Act (File No. 333-63654); MVL Plus-NY,
interests under which are also registered under the 1933 Act (File No.
70734); MVL Edge-NY and MVL Edge II-NY, interests under both of which
are also registered under the 1933 Act (File No. 333-70746); VCOLI-NY,
interests under which are also registered under the 1933 Act (File No.
333-67744); MVCOLI-NY, interests under which are registered on Form N-6
under the 1933 Act (File No. 333-91448); and PEVL-NY, interests under
which are registered on Form N-6 under the 1933 Act (File No. 333-
111383).
5. Account U is a separate investment account established by
JHVLICO under Massachusetts law to fund variable life insurance
policies issued by JHVLICO. Account U is registered under the Act as a
unit investment trust (File No. 811-3068). The Account U variable life
insurance policies affected by the application are as follows: MVL
Plus, interests under which are also registered under the 1933 Act
(File Nos. 33-76660), MVL Edge and MVL-Edge II, interests under both of
which are also registered under the 1933 Act (File No. 333-52128); and
eVariable Life, interests under which are also registered under the
1933 Act (File No. 333-50312).
6. Account JF is a separate investment account established by
JHVLICO under Massachusetts law to fund variable annuity contracts
issued by JHVLICO. Account JF is registered under the Act as a unit
investment trust (File No. 811-07451). The Account JF variable annuity
contracts affected by the application are as follows: Revolution
Access, Revolution Extra, Revolution Standard, and Revolution Value,
interests under all of which are also registered under the 1933 Act
(File Nos. 333-84769, 333-84767, 333-84763, and 333-81127,
respectively).
7. Account I is a separate investment account established by
JHVLICO under Massachusetts law to fund variable annuity contracts
issued by JHVLICO. Account I is registered under the Act as a unit
investment trust (File No. 811-8696). The only Account I variable life
insurance policy affected by the application is eVariable Annuity,
interests under which are also registered under the 1933 Act (File No.
333-16949).
8. Account H is a separate investment account established by John
Hancock under Massachusetts law to fund variable annuity contracts
issued by John Hancock. Account H is registered under the Act as a unit
investment trust (File No. 811-07711). The Account H contracts affected
by the application are as follows: Revolution Access, Revolution Extra
and Revolution Extra II, Revolution Standard, and Revolution Value,
Revolution Value II and Wealth Builder, interests under all of which
are also registered under the 1933 Act (File Nos. 333-84771, 333-84783,
333-84765 and 333-81103, respectively).
9. JHT was originally organized on August 3, 1984 as a Maryland
corporation. Effective December 31, 1988, JHT was reorganized as a
Massachusetts business trust. JHT is registered under the Act as an
open-end management investment company of the series type, and its
securities are registered under the 1933 Act. JHT currently offers 79
series. The substitutions will involve seven series of JHT, three of
which--the JHT 500 Index Trust B, the JHT International Equity Index
Trust B and the JHT Bond Index Trust B--are newly-organized funds that
will first issue shares on April 29, 2005, pursuant to a reorganization
that will combine shares of certain series of John Hancock Variable
Series Trust I into certain existing and certain newly-organized series
of JHT.
10. Each of the variable life and variable annuity policies
identified above (``Contracts'') issued by the Separate Accounts
permits its owners to allocate the Contract's accumulated value among
numerous available subaccounts, each of which invests in a different
investment portfolio (``Fund'') of an underlying mutual fund. Each of
the Contracts has at least 32 different subaccounts (and corresponding
funds) that are currently available for this purpose.
11. Each Contract permits its owner to transfer the Contract's
accumulated value from one subaccount to another subaccount of the
issuing Separate Account at any time, subject to certain potential
restrictions and charges described below. No sales charge applies to
any such transfer of accumulated value among subaccounts.
12. The only other charges on such transfers are, under certain
Contracts, flat dollar amounts that may be assessed to help defray the
administrative costs of effecting these transfers. In some cases, the
Contracts permit up to a specified number of free transfers in a
Contract year, before any such transfer charge may be imposed. Also,
under
[[Page 19795]]
certain Contracts, no transfer is permitted if it would result in the
Contract being invested in more than 18 investment options over the
life of the Contract or, after the annuity payment commencement date,
in more than four investment options at any one time.
13. To the extent that the Contracts contain restrictions or
limitations on an owner's right to transfer, such restrictions and
limitations will be suspended in connection with the transfers as
described in further detail below.
14. John Hancock or JHVLICO, as applicable, reserves the right to
make certain changes, including the right to substitute, for the shares
held in any subaccount, the shares of another Fund or the shares of
another underlying mutual fund, as stated in each prospectus for the
Contracts contained in the applicable Form N-6 or Form N-4 registration
statement.
The Proposed Substitutions
15. Each Insurance Company, on its behalf and on behalf of the
Separate Accounts, proposes to make certain substitutions of shares of
twenty-seven funds (the ``Existing Funds'') held in subaccounts of its
respective Separate Accounts for certain series (the ``Replacement
Funds'') of JHT. The proposed substitutions are as follows:
(1) Shares of JHT 500 Index Trust B for shares of each of the
following series of unaffiliated registered investment companies:
(a) AIM V.I. Premier Equity Fund (Series I and Series II Shares) of
AIM Variable Insurance Funds.
(b) AllianceBernstein Growth and Income Portfolio (Class B Shares)
of AllianceBernstein Variable Products Series Fund, Inc.
(c) AllianceBernstein Premier Growth Portfolio (Class B Shares) of
AllianceBernstein Variable Products Series Fund, Inc.
(d) Fidelity VIP Growth Portfolio (Service Class and Service Class
2 Shares) of Variable Insurance Products Fund.
(e) MFS Investors Growth Stock Series (Initial Class) of MFS
Variable Insurance Trust.
(f) Growth and Income Portfolio (Class VC Shares) of Lord Abbett
Series Fund, Inc.
(2) Shares of JHT Total Stock Market Index Trust for shares of each
of the following series of unaffiliated registered investment
companies:
(a) Fidelity VIP Contrafund Portfolio (Service Class Shares) of
Variable Insurance Products Fund II.
(b) MFS Research Series (Initial Class and Service Class) of MFS
Variable Insurance Trust.
(c) Putnam VT Investors Fund (Class 1B Shares) of Putnam Variable
Trust.
(d) Oppenheimer Capital Appreciation Fund/VA (Service Class Shares)
of Oppenheimer Variable Account Funds.
(e) Mutual Shares Securities Fund (Class 2 Shares) of Franklin
Templeton Variable Insurance Products Trust.
(f) Global Technology Portfolio (Service Shares) of Janus Aspen
Series.
(3) Shares of JHT Mid Cap Index Trust for shares of each of the
following series of unaffiliated registered investment companies:
(a) Mid Cap Value Portfolio (Class VC Shares) of Lord Abbett Series
Fund, Inc.
(b) Putnam VT Vista Fund (Class 1B Shares) of Putnam Variable
Trust.
(c) MFS Mid Cap Growth Series (Service Class Shares) of MFS
Variable Insurance Trust.
(d) Mid Cap Stock Portfolio (Service Class Shares) of Dreyfus
Investment Portfolios.
(e) AIM V.I. Capital Development Fund (Series I and Series II
Shares) of AIM Variable Insurance Funds.
(4) Shares of JHT Small Cap Index Trust for shares of each of the
following series of unaffiliated registered investment companies:
(a) Delaware VIP Small Cap Value Series (Service Class Shares) of
Delaware VIP Trust.
(b) Emerging Leaders Portfolio (Service Class Shares) of Dreyfus
Investment Portfolios.
(c) Franklin Small Cap Fund (Class 2 Shares) of Franklin Templeton
Variable Insurance Products Trust.
(d) Delaware VIP Trend Series (Service Class Shares) of Delaware
VIP Trust.
(e) MFS New Discovery Series (Initial Class and Service Class
Shares) of MFS Variable Insurance Trust.
(5) Shares of JHT International Equity Index Trust B for shares of
each of the following series of unaffiliated registered investment
companies:
(a) Fidelity VIP Overseas Portfolio (Service Class and Service
Class 2 Shares) of Variable Insurance Products Fund.
(b) Worldwide Growth Portfolio (Service Shares) of Janus Aspen
Series.
(c) Putnam VT International Equity Fund (Class 1B Shares) of Putnam
Variable Trust.
(6) Shares of JHT U.S. Government Securities Trust for shares of
the following series of an unaffiliated registered investment company:
Putnam VT American Government Income Fund (Class 1B Shares) of Putnam
Variable Trust.
(7) Shares of JHT Bond Index Trust B for shares of the following
series of an unaffiliated registered investment company: Franklin U.S.
Government Fund (Class 2 Shares) of Franklin Templeton Variable
Insurance Products Trust.
The Funds' Investment Strategies
16. Set forth below is a description of the investment objectives
and principal investment policies of each Existing Fund and its
corresponding Replacement Fund.
------------------------------------------------------------------------
Existing fund Replacement fund
------------------------------------------------------------------------
AIM V.I. Premier Equity Fund--seeks to JHT 500 Index Trust B--seeks to
achieve long-term growth of capital. approximate the aggregate
Income is a secondary objective. The total return of a broad U.S.
Fund normally invests at least 80% of domestic equity market index.
its net assets in equity securities. The Trust invests, under
The Fund may also invest in preferred normal market conditions, at
stocks and debt instruments that have least 80% of its net assets
prospects for growth of capital and (plus any borrowings for
may invest up to 25% of its total investment purposes) in (a)
assets in foreign securities. The the common stocks that are
portfolio managers focus on included in the Standard &
undervalued equity securities. Poor's 500 (S&P 500) Index and
(b) securities (which may or
may not be included in the S&P
500 Index) that the
subadviser, believes as a
group will behave in a manner
similar to the index.
AllianceBernstein Growth and Income JHT 500 Index Trust B.
Portfolio--seeks reasonable current
income and reasonable opportunity for
appreciation through investments
primarily in dividend-paying common
stocks of good quality companies. The
Portfolio also may invest in fixed-
income and convertible securities and
in securities of foreign issuers.
[[Page 19796]]
AllianceBernstein Premier Growth JHT 500 Index Trust B.
Portfolio--seeks growth of capital by
pursuing aggressive investment
policies. The Portfolio invests
primarily in the securities of a small
number of U.S. companies. The
Portfolio may invest up to 20% of its
total assets in foreign securities and
up to 20% of its net assets in
convertible securities.
Fidelity VIP Growth Portfolio--seeks to JHT 500 Index Trust B.
achieve capital appreciation. The
Portfolio normally invests its assets
primarily in common stocks. The
Portfolio also may invest in
securities of foreign issuers in
addition to securities of domestic
issuers.
MFS Investors Growth Stock Series-- JHT 500 Index Trust B.
seeks to provide long-term growth of
capital and future income rather than
current income. The Series invests,
under normal market conditions, at
least 80% of its net assets in common
stocks and related securities, such as
preferred stocks, convertible
securities and depository receipts.
The Series also may invest in foreign
securities.
Lord Abbett Growth and Income JHT 500 Index Trust B.
Portfolio--seeks long-term growth of
capital and income without excessive
fluctuations in market value. The
Portfolio primarily invests in equity
securities of large, seasoned U.S. and
multinational companies. Under normal
circumstances, the Portfolio will
invest at least 80% of its net assets
in equity securities of large
companies with market capitalizations
of at least $5 billion at the time of
purchase.
Fidelity VIP Contrafund Portfolio-- JHT Total Stock Market Index
seeks long-term capital appreciation. Trust--seeks to approximate
The Portfolio normally invests the aggregate total return of
primarily in common stocks, investing a broad U.S. domestic equity
in securities of companies whose value market index. The Trust
it believes is not fully recognized by invests, under normal market
the public. The Portfolio invests in conditions, at least 80% of
both domestic and foreign issuers and its net assets (plus any
invests in either ``growth'' stocks or borrowings for investment
``value'' stocks or both. purposes) in (a) the common
stocks that are included in
the Dow Jones Wilshire 5000
Index and (b) securities
(which may or may not be
included in the Dow Jones
Wilshire 5000 Index) that MFC
Global (U.S.A.), the
subadviser, believes as a
group will behave in a manner
similar to the index.
MFS Research Series--seeks to provide JHT Total Stock Market Index
long-term growth of capital and future Trust.
income. The Series invests at least
80% of its net assets in common stocks
and related securities. The Series may
invest in companies of any size and in
foreign securities, including emerging
market securities.
Putnam VT Investors Fund--seeks long- JHT Total Stock Market Index
term growth of capital and any Trust.
increased income that results from
this growth. The Fund invests mainly
in common stocks of U.S. companies
which the adviser believes have
favorable investment potential. The
Fund invests mainly in large companies.
Oppenheimer Capital Appreciation Fund/ JHT Total Stock Market Index
VA--seeks capital appreciation by Trust.
investing in securities of well-known,
established companies. The Fund
invests mainly in common stocks of
``growth companies. The Fund currently
focuses mainly on mid-cap and large-
cap domestic companies, but buys
foreign stocks as well.
Mutual Shares Securities Fund--seeks JHT Total Stock Market Index
capital appreciation. Income is a Trust.
secondary goal. Under normal market
conditions, the Fund invests mainly in
equity securities believed to be
undervalued. The Fund invests
substantially in medium and large
capitalization companies with market
capitalization values greater than
$1.5 billion. The Fund expects to
invest significantly in foreign
investments. The Fund also invests in
risk arbitrage securities and
distressed companies.
Global Technology Portfolio--seeks long- JHT Total Stock Market Index
term growth of capital. The Portfolio Trust.
invests, under normal circumstances,
at least 80% of its net assets in
securities of companies that the
portfolio manager believes will
benefit significantly from advances or
improvements in technology. The
Portfolio invests primarily in equity
securities of U.S. and foreign
companies. The Portfolio may invest
without limit in foreign equity and
debt securities. The Portfolio will
limit its investment in high-yield/
high-risk bonds to less than 35% of
its net assets.
Lord Abbett Mid-Cap Value Portfolio-- JHT Mid Cap Index Trust--seeks
seeks capital appreciation through to approximate the aggregate
investments, primarily in equity total return of a mid cap U.S.
securities, which are believed to be domestic equity index. The
undervalued in the marketplace. The Trust invests, under normal
Portfolio normally invests at least market conditions, at least
80% of its net assets, plus the amount 80% of its net assets (plus
of borrowings for any investment any borrowings for investment
purposes, in equity securities of mid- purposes) in (a) the common
sized companies meaning those with a stocks that are included in
market capitalization of roughly $500 the Standard & Poor's 400 (S&P
million to $10 billion, at time of 400) Index and (b) securities
purchase. The Portfolio may invest in (which may or may not be
various equity securities. included in the S&P 400 Index)
that MFC Global (U.S.A.), the
subadviser, believes as a
group will behave in a manner
similar to the index. There
are no limitations on the
amount of fixed income
securities in which the Trust
may invest.
[[Page 19797]]
Putnam VT Vista Fund-- seeks capital JHT Mid Cap Index Trust.
appreciation. The Fund invests mainly
in common stocks of U.S. companies
with a focus on growth stocks. The
Fund invests mainly in midsized
companies.
MFS Mid Cap Growth Series--seeks long- JHT Mid Cap Index Trust.
term growth of capital. The Series
invests, under normal market
conditions, at least 80% of its net
assets in common stocks and related
securities of companies with medium
market capitalization (at least $250
million. The Series may invest in
foreign securities.
Mid Cap Stock Portfolio--seeks JHT Mid Cap Index Trust.
investment results that are greater
than the total return performance of
publicly traded common stocks of
medium-size domestic companies in the
aggregate, as represented by the S&P
400. The Portfolio normally invests at
least 80% of its assets in stocks of
midsize companies.
AIM V.I. Capital Development Fund-- JHT Mid Cap Index Trust.
seeks long-term growth of capital. The
Fund invests primarily in securities,
including common stocks, convertible
securities and bonds, of small- and
medium-sized companies. The Fund may
also invest up to 25% of its total
assets in foreign securities. There
are no limitations on the amount of
fixed income securities in which the
Trust may invest.
Delaware VIP Small Cap Value Series-- JHT Small Cap Index Trust--
seeks capital appreciation. The series seeks to approximate the
will invest, under normal aggregate total return of a
circumstances, at least 80% of its net small cap U.S. domestic equity
assets in investments of small market index. The Trust
capitalization companies (which it invests, under normal market
currently defines as those having a conditions, at least 80% of
market capitalization of generally its net assets (plus any
less than $2 billion at the time of borrowings for investment
purchase). purposes) in (a) the common
stocks that are included in
the Russell 2000 Index and (b)
securities (which may or may
not be included in the Russell
2000 Index) that MFC Global
(U.S.A.), the subadviser,
believes as a group will
behave in a manner similar to
the index.
Emerging Leaders Portfolio--seeks JHT Small Cap Index Trust.
capital growth. The Portfolio normally
invests at least 80% of its assets in
stocks of companies the adviser
believes to be ``emerging leaders.''
The Portfolio primarily invests in
companies with market capitalizations
of less than $2 billion at the time of
purchase. The Portfolio may invest up
to 25% of its assets in foreign
securities.
Franklin Small Cap Fund--seeks long- JHT Small Cap Index Trust.
term capital growth. Under normal
market conditions, the Fund invests at
least 80% of its net assets in
investments of small capitalization
(small-cap) companies, i.e., those
with market capitalizations not
exceeding (a) $1.5 billion or (b) the
highest market capitalization value in
the Russell 2000 Index, whichever is
greater at time of purchase. The Fund
may invest up to 20% of its net assets
in investments of larger companies.
Delaware VIP Trend Series--seeks long- JHT Small Cap Index Trust.
term capital appreciation. The Series
invests primarily in stocks of small,
growth-oriented or emerging companies.
MFS New Discovery Series--seeks capital JHT Small Cap Index Trust.
appreciation. The Series invests,
under normal market conditions, at
least 65% of its net assets in equity
securities of emerging growth
companies. The Series generally
focuses on smaller capitalization
emerging growth companies that are
early in their life cycle. The Series'
adviser defines small cap companies as
those with market capitalization
within the range of market
capitalizations in the Russell 2000
Stock Index at the time of investment.
The Series may also invest in foreign
securities.
Fidelity VIP Overseas Portfolio--seeks JHT International Equity Index
long-term growth of capital. The Trust B--seeks to track the
Portfolio's adviser normally invests performance of a broad-based
at least 80% of the Portfolio's assets equity index of foreign
in non-U.S. securities. The Portfolio companies primarily in
normally invests primarily in common developed countries and, to a
stocks. lesser extent, in emerging
market countries. The Trust
invests, under normal market
conditions, at least 80% of
its assets in securities
listed in the Morgan Stanley
Capital International All
Country World Excluding U.S.
Index.
Worldwide Growth Portfolio--seeks long- JHT International Equity Index
term growth of capital in a manner Trust B
consistent with the preservation of
capital. The Portfolio invests
primarily in common stocks of
companies of any size located
throughout the world. The Portfolio
normally invests in issuers from at
least five different countries,
including the U.S. The Portfolio may
invest without limit in foreign equity
and debt securities, but will limit
its investment in high-yield/high-risk
bonds to less than 35% of its net
assets.
Putnam VT International Equity Fund-- JHT International Equity Index
seeks capital appreciation, by Trust B.
investing mainly in common stocks of
companies outside the U.S. Under
normal circumstances, at least 80% of
the Fund's assets will be invested in
equity investments. The Fund invests
mainly in midsized and large
companies. The Fund may invest in
companies located in developing
(emerging) markets.
[[Page 19798]]
Franklin U.S. Government Fund--seeks JHT Bond Index Trust B--seeks
income. Under normal market to track the performance of
conditions, the Fund invests at least the Lehman Brothers Aggregate
80% of its net assets in U.S. Bond Index (``Lehman Index''),
government securities. The Fund which broadly represents the
currently invests primarily in fixed U.S. investment grade bond
and variable rate mortgage-backed market. The Trust is an
securities, a substantial portion of intermediate term bond fund of
which is in securities issued by the high and medium credit quality
Government National Mortgage which normally will invest
Association. The Fund also may invest more than 80% of its assets in
in U.S. government securities backed securities listed in the
by other types of assets as well as in Lehman Index. The Lehman Index
U.S. Treasury bonds, notes and bills, consists of dollar
and securities issued by U.S. denominated, fixed rate,
government agencies or authorities. investment grade debt
securities with maturities
generally greater than one
year and outstanding par
values of at least $200
million. The Lehman Index
includes U.S. Treasury and
agency securities; asset-
backed and mortgage-backed
securities; corporate bonds,
both U.S. and foreign (if
dollar denominated); and
foreign government and agency
securities (if dollar
denominated).
Putnam VT American Government Income JHT U.S. Government Securities
Fund--seeks high current income with Trust--seeks to obtain a high
preservation of capital as its level of current income
secondary objective. Under normal consistent with preservation
circumstances, the Fund invests at of capital and maintenance of
least 80% of its net assets in U.S. liquidity. The Trust invests a
government securities. The Fund substantial portion of its
invests mainly in intermediate-to long- assets in debt obligations and
term bonds that are obligations of the mortgage-backed securities
U.S. government, its agencies and issued or guaranteed by the
instrumentalities and are backed by U.S. government, its agencies
the full faith and credit of the U.S., or instrumentalities and
or by only the credit of a federal derivative securities such as
agency or government sponsored entity. collateralized mortgage
The Fund may also make other types of obligations backed by such
investments, such as investments in securities and futures
derivatives. contracts. The Trust may also
invest a portion of its assets
in investment grade corporate
bonds.
------------------------------------------------------------------------
17. John Hancock Investment Management Services, LLC (``JHIMS'') is
the Adviser to all of the Replacement Funds. MFC Global Investment
Management (U.S.A.) Limited is the subadviser to the JHT 500 Index
Trust B, JHT Total Stock Market Index Trust, JHT Mid Cap Index Trust
and JHT Small Cap Index Trust. SSgA Funds Management, Inc. is the
subadviser to the JHT International Equity Index Trust B. Declaration
Management and Research LLC is the subadviser to the JHT Bond Index
Trust B. Salomon Brothers Asset Management Inc., is the subadviser to
the JHT U.S. Government Securities Trust. Currently, all of the
Replacement Funds in JHT have Rule 12b-1 Plans through their Series I,
II and III share classes. However, to accommodate the substitutions
described herein, JHT is adding another class to each of the
Replacement Funds which will have no Rule 12b-1 Plan (``NAV Class'').
The NAV Class will be the only class used to accommodate the
substitutions.
Funds' Financial Data
18. Comparative size and expense data for the JHT 500 Index B Fund
substitutions are as follows:
(a) AIM V.I. Premier Equity Fund--JHT 500 Index Trust B
The aggregate amount of assets in the Separate Accounts allocated
to the AIM V.I. Premier Equity Fund as of December 31, 2004 was
approximately $89,043,959. It is estimated that the newly-created JHT
500 Index Trust B series will have at least $1,137,000,000 in assets as
of April 29, 2005.
The management fees and total operating expenses of the two Funds
are shown below. As discussed above, depicted below is an NAV Class for
the Replacement Fund which will be created for the substitution.
Expenses shown for the JHT 500 Index Trust B are based on estimates for
the current fiscal year.
[In percent]
----------------------------------------------------------------------------------------------------------------
Existing Fund AIM V.I. Premier Replacement Fund
Equity Fund JHT 500 Index
Fees and expenses -------------------------------------- Trust B NAV
Series I Series II Class
----------------------------------------------------------------------------------------------------------------
Management Fee......................................... 0.61 0.61 0.47
12b-1 Fee.............................................. ................. 0.25
Other Expenses......................................... 0.30 0.30 0.03
--------------------
Total Expenses..................................... 0.91 1.16 0.50
Waivers................................................ -0.01 -.01 *-0.25
--------------------
Net Expenses....................................... 0.90 1.15 0.25
----------------------------------------------------------------------------------------------------------------
*Pursuant to an agreement between JHT and JHIMS, JHIMS has agreed to waive fees or reimburse expenses so that
Total Expenses do not exceed the rate shown in the table above. This expense cap will remain in effect until
May 1, 2006 and will terminate after that date only if JHT, without the prior written consent of JHIMS, sells
shares of the fund to (or has shares of the fund held by) any person other than the insurance company separate
accounts of John Hancock or any of its affiliates that are specified in the agreement.
[[Page 19799]]
(b) AllianceBernstein Growth and Income Portfolio--JHT 500 Index Trust
B
The aggregate amount of assets in the Separate Accounts allocated
to the AllianceBernstein Growth and Income Portfolio as of December 31,
2004 was approximately $2,306,677. It is estimated that the newly-
created JHT 500 Index Trust B series will have at least $1,137,000,000
in assets as of April 29, 2005.
The management fees and total operating expenses of the two Funds
are shown below. As discussed above, depicted below is an NAV Class for
the Replacement Fund which will be created for the substitution.
Expenses shown for the JHT 500 Index Trust B are based on estimates for
the current fiscal year.
[In percent]
------------------------------------------------------------------------
Existing Fund
AllianceBernstein Replacement Fund
Fees and expenses Growth and Income JHT 500 Index Trust
Portfolio Class B B NAV Class
------------------------------------------------------------------------
Management Fee................ 0.55 0.47
12b-1 Fee..................... 0.25 ...................
Other Expenses................ 0.05 0.03
----------------------
Total Expenses............ 0.85 0.50
Waivers....................... ................... *-0.25
----------------------
Net Expenses.............. 0.85 0.25
------------------------------------------------------------------------
*Pursuant to an agreement between the Trust and JHIMS, JHIMS has agreed
to waive fees or reimburse expenses so that the Total Expenses do not
exceed the rate shown in the table above. This expense cap will remain
in effect until May 1, 2006 and will terminate after that date only if
the Trust, without the prior written consent of JHIMS, sells shares of
the fund to (or has shares of the fund held by) any person other than
the insurance company separate accounts of John Hancock or any of its
affiliates that are specified in the agreement.
(c) AllianceBernstein Premier Growth Portfolio--JHT 500 Index Trust B
The aggregate amount of assets in the Separate Accounts allocated
to the AllianceBernstein Premier Growth Portfolio as of December 31,
2004 was approximately $371,125. It is estimated that the newly-created
JHT 500 Index Trust B series will have at least $1,137,000,000 in
assets as of April 29, 2005.
The management fees and total operating expenses of the two Funds
are shown below. As discussed above, depicted below is an NAV Class for
the Replacement Fund which will be created for the substitution.
Expenses shown for the JHT 500 Index Trust B are based on estimates for
the current fiscal year.
[In percent]
------------------------------------------------------------------------
Existing Fund Replacement Fund
AllianceBernstein JHT 500 Index Trust
Premier Growth B
Fees and expenses Portfolio --------------------
---------------------
Class B NAV Class
------------------------------------------------------------------------
Management Fee................ 0.75 0.47
12b-1 Fee..................... 0.25 ...................
Other Expenses................ 0.06 0.03
----------------------
Total Expenses............ 1.06 0.50
Waivers....................... ................... *-0.25
-------------------------------
Net Expenses.............. 1.06 0.25
------------------------------------------------------------------------
*Pursuant to an agreement between the Trust and JHIMS, JHIMS has agreed
to waive fees or reimburse expenses so that the Total Expenses do not
exceed the rate shown in the table above. This expense cap will remain
in effect until May 1, 2006 and will terminate after that date only if
the Trust, without the prior written consent of JHIMS, sells shares of
the fund to (or has shares of the fund held by) any person other than
the insurance company separate accounts of John Hancock or any of its
affiliates that are specified in the agreement.
(d) Fidelity VIP Growth Portfolio--JHT 500 Index Trust B
The aggregate amount of assets in the Separate Accounts allocated
to the Fidelity VIP Growth Portfolio as of December 31, 2004 was
approximately $85,567,487. It is estimated that the newly-created JHT
500 Index Trust B series will have at least $1,137,000,000 in assets as
of April 29, 2005.
The management fees and total operating expenses of the two Funds
are shown below. As discussed above, depicted below is an NAV Class for
the Replacement Fund which will be created for the substitution.
Expenses shown for the JHT 500 Index Trust B are based on estimates for
the current fiscal year.
[[Page 19800]]
[In percent]
----------------------------------------------------------------------------------------------------------------
Existing Fund Fidelity VIP Growth Replacement Fund
Portfolio JHT 500 Index Trust
Fees and expenses ------------------------------------------ B
--------------------
Service Class Service Class 2 NAV Class
----------------------------------------------------------------------------------------------------------------
Management Fee................................... 0.58 0.58 0.47
12b-1 Fee........................................ 0.10 0.25
Other Expenses................................... 0.10 0.10 0.03
----------------------
Total Expenses............................... 0.78 0.93 0.50
Waivers.......................................... 0 0 *-0.25
----------------------
Net Expenses................................. 0.78 0.93 0.25
----------------------------------------------------------------------------------------------------------------
*Pursuant to an agreement between the Trust and JHIMS, JHIMS has agreed to waive fees or reimburse expenses so
that the Total Expenses do not exceed the rate shown in the table above. This expense cap will remain in
effect until May 1, 2006 and will terminate after that date only if the Trust, without the prior written
consent of JHIMS, sells shares of the fund to (or has shares of the fund held by) any person other than the
insurance company separate accounts of John Hancock or any of its affiliates that are specified in the
agreement.
(e) MFS Investors Growth Stock Series--JHT 500 Index Trust B
The aggregate amount of assets in the Separate Accounts allocated
to the MFS Investors Growth Stock Series as of December 31, 2004 was
approximately $30,894,103. It is estimated that the newly-created JHT
500 Index Trust B series will have at least $1,137,000,000 in assets as
of April 29, 2005.
The management fees and total operating expenses of the two Funds
are shown below. As discussed above, depicted below is an NAV Class for
the Replacement Fund which will be created for the substitution.
Expenses shown for the JHT 500 Index Trust B are based on estimates for
the current fiscal year.
[In percent]
------------------------------------------------------------------------
Existing Fund MFS Replacement Fund
Investors Growth JHT 500 Index Trust
Fees and expenses Stock Series B
-----------------------------------------
Initial Class NAV Class
------------------------------------------------------------------------
Management Fee................ 0.75 0.47
12b-1 Fee..................... 0
Other Expenses................ 0.11 0.03
----------------------
Total Expenses............ 0.86 0.50
Waivers....................... 0 -**0.25
----------------------
Net Expenses.............. 0.86 0.25
------------------------------------------------------------------------
**Pursuant to an agreement between the Trust and JHIMS, JHIMS has agreed
to waive fees or reimburse expenses so that the Total Expenses do not
exceed the rate shown in the table above. This expense cap will remain
in effect until May 1, 2006 and will terminate after that date only if
the Trust, without the prior written consent of JHIMS, sells shares of
the fund to (or has shares of the fund held by) any person other than
the insurance company separate accounts of John Hancock or any of its
affiliates that are specified in the agreement.
(f) Lord Abbett Growth and Income Portfolio--JHT 500 Index Trust B
The aggregate amount of assets in the Separate Accounts allocated
to the Lord Abbett Growth and Income Portfolio as of December 31, 2004
was approximately $1,462,569. It is estimated that the newly-created
JHT 500 Index Trust B series will have at least $1,137,000,000 in
assets as of April 29, 2005.
The management fees and total operating expenses of the two Funds
are shown below. As discussed above, depicted below is an NAV Class for
the Replacement Fund which will be created for the substitution.
Expenses shown for the JHT 500 Index Trust B are based on estimates for
the current fiscal year.
[In percent]
------------------------------------------------------------------------
Existing Fund Lord Replacement Fund
Abbett Growth and JHT 500 Index Trust
Fees and expenses Income Portfolio B
-----------------------------------------
Class VC NAV Class
------------------------------------------------------------------------
Management Fee................ 0.50 0.47
12b-1 Fee..................... ................... ...................
[[Page 19801]]
Other Expenses................ 0.39 0.03
----------------------
Total Expenses............ 0.89 0.50
Waivers....................... ................... *-0.25
----------------------
Net Expenses.............. 0.89 0.25
------------------------------------------------------------------------
* Pursuant to an agreement between the Trust and JHIMS, JHIMS has agreed
to waive fees or reimburse expenses so that the Total Expenses do not
exceed the rate shown in the table above. This expense cap will remain
in effect until May 1, 2006 and will terminate after that date only if
the Trust, without the prior written consent of JHIMS, sells shares of
the fund to (or has shares of the fund held by) any person other than
the insurance company separate accounts of John Hancock or any of its
affiliates that are specified in the agreement.
19. Comparative size and expense data for the JHT Total Stock
Market Index Trust substitutions are as follows:
(a) Fidelity VIP Contrafund Portfolio--JHT Total Stock Market Index
Trust
The aggregate amount of assets in the Separate Accounts allocated
to the Fidelity VIP Contrafund Portfolio as of December 31, 2004 was
approximately $167,672,399. As of December 31, 2004, the JHT Total
Stock Market Index Trust's assets were approximately $212,471,510.
The management fees and total operating expenses of the two Funds
are shown below. As discussed above, depicted below is an NAV Class for
the Replacement Fund which will be created for the substitution. The
Management Fee shown below reflects the increase anticipated to take
effect on May 1, 2005. Other Expenses are shown as if the NAV Class had
been in place for the Replacement Fund at December 31, 2004.
[In percent]
------------------------------------------------------------------------
Existing Fund Replacement Fund
Fidelity VIP JHT Total Stock
Contrafund Market Index Trust
Fees and expenses Portfolio --------------------
---------------------
Service Class NAV Class
------------------------------------------------------------------------
Management Fee................ 0.57 0.49
12b-1 Fee..................... 0.10 ...................
Other Expenses................ 0.11 0.03
----------------------
Total Expenses............ 0.78 0.52
----------------------
Net Expenses.............. 0.78 0.52
------------------------------------------------------------------------
(b) MFS Research Series--JHT Total Stock Market Index Trust
The aggregate amount of assets in the Separate Accounts allocated
to the MFS Research Series as of December 31, 2004 was approximately
$18,991,017. As of December 31, 2004, the JHT Total Stock Market Index
Trust's assets were approximately $212,471,510.
The management fees and total operating expenses of the two Funds
are shown below. As discussed above, depicted below is an NAV Class for
the Replacement Fund which will be created for the substitution. The
Management Fee shown below reflects the increase anticipated to take
effect on May 1, 2005. Other Expenses are shown as if the NAV Class had
been in place for the Replacement Fund at December 31, 2004.
[In percent]
----------------------------------------------------------------------------------------------------------------
Existing fund MFS Research Series Replacement fund
------------------------------------------ JHT Total Stock
Fees and expenses Market Index Trust
Initial Class Service Class --------------------
NAV Class
----------------------------------------------------------------------------------------------------------------
Management Fee................................... 0.75 0.75 0.49
12b-1 Fee........................................ 0 0.25 ...................
Other Expenses................................... 0.13 0.13 0.03
----------------------
Total Expenses............................... 0.88 1.13 0.52
----------------------
[[Page 19802]]
Net Expenses................................. 0.88 * 1.13 0.52
----------------------------------------------------------------------------------------------------------------
(c) Putnam VT Investors Fund--JHT Total Stock Market Index Trust
The aggregate amount of assets in the Separate Accounts allocated
to the Putnam VT Investors Fund as of December 31, 2004 was
approximately $166,524. As of December 31, 2004, the JHT Total Stock
Market Index Trust's assets were approximately $212,471,510.
The management fees and total operating expenses of the two Funds
are shown below. As discussed above, depicted below is an NAV Class for
the Replacement Fund which will be created for the substitution. The
Management Fee shown below reflects the increase anticipated to take
effect on May 1, 2005. Other Expenses are shown as if the NAV Class had
been in place for the Replacement Fund at December 31, 2004.
[In percent]
------------------------------------------------------------------------
Existing Fund Replacement Fund
Putnam VT Investors JHT Total Stock
Fees and expenses Fund Market Index Trust
-----------------------------------------
Class 1B NAV Class
------------------------------------------------------------------------
Management Fee................ 0.65 0.49
12b-1 Fee..................... 0.25 ...................
Other Expenses................ 0.11 0.03
----------------------
Total Expenses............ 1.01 0.52
----------------------
Net Expenses.............. 1.01 0.52
------------------------------------------------------------------------
(d) Oppenheimer Capital Appreciation Fund/VA--JHT Total Stock Market
Index Trust
The aggregate amount of assets in the Separate Accounts allocated
to the Oppenheimer Capital Appreciation Fund/VA as of December 31, 2004
was approximately $1,762,206. As of December 31, 2004, the JHT Total
Stock Market Index Trust's assets were approximately $212,471,510.
The management fees and total operating expenses of the two Funds
are shown below. As discussed above, depicted below is an NAV Class for
the Replacement Fund which will be created for the substitution. The
Management Fee shown below reflects the increase anticipated to take
effect on May 1, 2005. Other Expenses are shown as if the NAV Class had
been in place for the Replacement Fund at December 31, 2004.
[in percent]
------------------------------------------------------------------------
Existing fund Replacement fund
Oppenheimer capital JHT total stock
appreciation fund/ market index trust
Fees and expenses VA --------------------
---------------------
Service class NAV class
------------------------------------------------------------------------
Management Fee................ 0.65 0.49
12b-1 Fee..................... 0.25 ...................
Other Expenses................ 0.01 0.03
----------------------
Total Expenses............ 0.91 0.52
----------------------
Net Expenses.............. 0.91 0.52
------------------------------------------------------------------------
(e) Mutual Shares Securities Fund--JHT Total Stock Market Index Trust
The aggregate amount of assets in the Separate Accounts allocated
to the Mutual Shares Securities Fund as of December 31, 2004 was
approximately $859,664. As of December 31, 2004, the JHT Total Stock
Market Index Trust's assets were approximately $212,471,510.
The management fees and total operating expenses of the two Funds
are shown below. As discussed above, depicted below is an NAV Class for
the Replacement Fund which will be created for the substitution. The
[[Page 19803]]
Management Fee shown below reflects the increase anticipated to take
effect on May 1, 2005. Other Expenses are shown as if the NAV Class had
been in place for the Replacement Fund at December 31, 2004.
[In percent]
------------------------------------------------------------------------
Existing Fund Replacement Fund
Mutual Shares JHT Total Stock
Fees and expenses Securities Fund Market Index Trust
-----------------------------------------
Class 2 NAV Class
------------------------------------------------------------------------
Management Fee................ 0.60 0.49
12b-1 Fee..................... 0.25 ...................
Other Expenses................ 0.15 0.03
----------------------
Total Expenses............ 1.00 0.52
----------------------
Net Expenses.............. 1.00 0.52
------------------------------------------------------------------------
20. Comparative size and expense data for the JHT Total Stock
Market Index Trust substitutions are as follows:
(a) Global Technology Portfolio--JHT Total Stock Market Index Trust
The aggregate amount of assets in the Separate Accounts allocated
to the Global Technology Portfolio as of December 31, 2004 was
approximately $5,307,134. As of December 31, 2004, the JHT Total Stock
Mark
