<PAGE> 1
Registration No. 2-66906
ICA No. 811-03006
AS FILED ON MAY 15, 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 30 /x/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/
Amendment No. 34 /x/
JOHN HANCOCK BOND FUND
(Exact Name of Registrant as Specified in Articles of Incorporation)
101 Huntington Avenue, Boston, Massachusetts 02199-7603
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (617) 375-1700
Thomas H. Drohan, Esq.
John Hancock Advisers, Inc.
101 Huntington Avenue, Boston, Massachusetts 02199-7603
(Name and Address of Agent for Service)
__________________________
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
- ---
on May 15, 1995 pursuant to paragraph (b)
- ---
60 days after filing pursuant to paragraph (a)
- ---
on [date] pursuant to paragraph (a) of rule 485
- ---
Registrant has previously elected, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, to register an indefinite number of its shares
of beneficial interest for sale under the Securities Act of 1933 and filed its
Rule 24f-2 Notice on or about May 28, 1994.
<PAGE> 2
JOHN HANCOCK BOND FUND
CROSS REFERENCE SHEET
<TABLE>
Cross Reference Sheet
---------------------
Pursuant to Rule 495(a) under the Securities Act of 1933
<CAPTION>
ITEM NUMBER FORM N-1A, PROSPECTUS CAPTION STATEMENT OF ADDITIONAL
PART A INFORMATION CAPTION
- ------------------------------------------------------------------------------
<S> <C> <C>
1 Front Cover Page *
2 Expense Information; The *
Fund's Expenses; Share Price
3 The Fund's Financial *
Highlights; Performance
4 Investment Objectives and *
Policies; Organization and
Management of the Fund
5 Organization and Management *
of the Fund; The Fund's
Expenses; Back Cover Page
6 Organization and Management *
of the Fund; Dividends and
Taxes; How to Buy Shares; How
to Redeem Shares; Additional
Services and Programs
7 How to Buy Shares; Shares *
Price; Additional Services
and Programs; Alternative
Purchase Arrangements; The
Fund's Expenses; Back Cover
Page
8 How to Redeem Shares *
9 Not Applicable *
10 * Front Cover Page
11 * Table of Contents
12 * Organization of the
Fund
13 * Investment Objectives
and Policies; Certain
Investment Practices;
Investment Restrictions
14 * Those Responsible for
Management
15 * Those Responsible for
Management
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
16 * Investment Advisory and
Other Services;
Distribution Contract;
Transfer Agent
Services; Custody of
Portfolio; Independent
Auditors
17 * Brokerage Allocation
18 * Description of Fund's
Shares
19 * Net Asset Value;
Additional Services and
Programs
20 * Tax Status
21 * Distribution Contract
22 * Calculation of
Performance
23 * Financial Statements
</TABLE>
<PAGE> 4
JOHN HANCOCK
GOVERNMENT
SECURITIES TRUST
CLASS A AND CLASS B SHARES
PROSPECTUS
MAY 15, 1995
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Expense Information................................................................... 2
The Fund's Financial Highlights....................................................... 3
Investment Objective and Policies..................................................... 4
Organization and Management of the Fund............................................... 6
Alternative Purchase Arrangements..................................................... 7
The Fund's Expenses................................................................... 8
Dividends and Taxes................................................................... 9
Performance........................................................................... 10
How to Buy Shares..................................................................... 11
Share Price........................................................................... 12
How to Redeem Shares.................................................................. 18
Additional Services and Programs...................................................... 20
Investments, Techniques and Risk Factors.............................................. 23
</TABLE>
This Prospectus sets forth the information about John Hancock Government
Securities Trust (the "Fund"), a diversified series of John Hancock Bond Fund
(the "Trust"), that you should know before investing. Please read and retain it
for future reference.
Additional information about the Fund and the Trust has been filed with the
Securities and Exchange Commission (the "SEC"). You can obtain a copy of the
Fund's Statement of Additional Information, dated May 15, 1995 and incorporated
by reference into this Prospectus, free of charge by writing or telephoning:
John Hancock Investor Services Corporation, P.O. Box 9116, Boston, Massachusetts
02205-9116, 1-800-225-5291 (1-800-554-6713 TDD).
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 5
EXPENSE INFORMATION
The purpose of the following information is to help you to understand the
various fees and expenses you will bear, directly or indirectly, when you
purchase Fund shares. The operating expenses included in the table and
hypothetical example below are based on fees and expenses of the Fund's fiscal
year ended March 31, 1994, adjusted to reflect current sales charges. The
operating expenses for the Class B shares are estimates. Actual fees and
expenses in the future of the Class A and Class B shares may be greater or less
than those indicated.
<TABLE>
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------- -------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price)....................... 4.50% None
Maximum sales charge imposed on reinvested dividends................................................ None None
Maximum deferred sales charge....................................................................... None * 5.00%
Redemption fee+..................................................................................... None None
Exchange fee........................................................................................ None None
ANNUAL FUND OPERATING EXPENSES (As a percentage of average net assets)
Management fee...................................................................................... 0.62% 0.62%
12b-1 fee**......................................................................................... 0.25% 1.00%
Other expenses***................................................................................... 0.27% 0.27%
Total Fund operating expenses....................................................................... 1.14% 1.89%
<FN>
* No sales charge is payable at the time of purchase on investments of $1
million or more, but for these investments a contingent deferred sales
charge may be imposed, as described below under the caption "Share Price,"
in the event of certain redemption transactions within one year of purchase.
</TABLE>
** The amount of the 12b-1 fee used to cover service expenses will be up to
0.25% of the Fund's average net assets, and the remaining portion will be
used to cover distribution expenses.
*** Other Expenses include transfer agent, legal, audit, custody and other
expenses.
+ Redemption by wire fee (currently $4.00) not included.
<TABLE>
<CAPTION>
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses for the indicated period of years on a
hypothetical $1,000 investment, assuming 5% annual return:
Class A Shares............................................................... $ 56 $80 $ 105 $177
Class B Shares
-- Assuming complete redemption at end of period......................... $ 69 $89 $ 122 $202
-- Assuming no redemption................................................ $ 19 $59 $ 102 $202
</TABLE>
(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)
The Fund's payment of a distribution fee may result in a long-term shareholder
indirectly paying more than the economic equivalent of the maximum front-end
sales charge permitted under the Rules of Fair Practice of the National
Association of Securities Dealers, Inc.
The management and 12b-1 fees referred to above are more fully explained in
this Prospectus under the caption "The Fund's Expenses" and in the Statement of
Additional Information under the captions "Investment Advisory and Other
Services" and "Distribution Contract."
2
<PAGE> 6
THE FUND'S FINANCIAL HIGHLIGHTS
The information in the following table of financial highlights for each of the
periods ended March 31, 1994, and prior, has been audited by Ernst & Young LLP,
the Fund's independent auditors, whose unqualified report is included in the
Statement of Additional Information. The financial highlights for the six month
period ended September 30, 1994 are unaudited. Further information about the
performance of the Class A shares of the Fund is contained in the Fund's Annual
and Semi-Annual Reports to shareholders which may be obtained free of charge by
writing or telephoning John Hancock Investor Services Corporation ("Investor
Services"), at the address or telephone number listed on the front page of this
Prospectus. No information is presented for Class B shares since no Class B
shares were outstanding during the periods presented.
Selected data for Class A shares is as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30, YEAR ENDED MARCH 31,
1994(3) ------------------------------------------------------------------------
(UNAUDITED) 1994 1993 1992 1991 1990 1989 1988
----------------- -------- -------- -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Per share income and capital
changes for a share outstanding
during each period:
Net asset value, beginning of
period............................ $7.89 $8.41 $8.04 $8.03 $7.87 $8.17 $8.82 $9.52
INCOME FROM INVESTMENT OPERATIONS
Net investment income.............. 0.30 0.64 0.66 0.87 0.89 0.88 0.85 0.76
Net realized and unrealized gain
(loss) on securities.............. (0.38) (0.52) 0.40 (0.09) 0.14 (0.27) (0.51) (0.45)
--------- -------- -------- -------- -------- -------- ---------- ----------
Total from Investment Operations... (0.08) 0.12 1.06 0.78 1.03 0.61 0.34 0.31
LESS DISTRIBUTIONS
Dividends from net investment
income............................ (0.30) (0.64) (0.69) (0.77) (0.87) (0.88) (0.85) (0.76)
Distributions from realized
gains............................. -- -- -- -- -- -- (0.07) (0.25)
Returns of capital................. -- -- -- -- -- (0.03) (0.07) --
--------- -------- -------- -------- -------- -------- ---------- ----------
Total Distributions................ (0.30) (0.64) (0.69) (0.77) (0.87) (0.91) (0.99) (1.01)
--------- -------- -------- -------- -------- -------- ---------- ----------
Net asset value, end of period..... $7.51 $7.89 $8.41 $8.04 $8.03 $7.87 $8.17 $8.82
========= ======== ======== ======== ======== ======== ========== ==========
TOTAL RETURN*...................... (1.06)% 1.26% 13.68% 10.09% 13.87% 7.54% 4.02% 3.62%
========= ======== ======== ======== ======== ======== ========== ==========
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to
average net assets................ 0.58% 1.14% 1.17% 1.21% 1.11% 1.09% 1.09% 1.07%
Ratio of interest expense to
average net assets................ 0.03% 0.02% 0.27% 0.32% -- -- -- --
--------- -------- -------- -------- -------- -------- ---------- ----------
Ratio of total expenses to average
net assets........................ 0.61% 1.16% 1.44% 1.53% 1.11% 1.09% 1.09% 1.07%
Ratio of expense reduction to
average net assets................ -- -- -- -- -- -- -- --
--------- -------- -------- -------- -------- -------- ---------- ----------
Ratio of net expenses to average
net assets........................ -- 1.16% 1.44% 1.53% 1.11% 1.09% 1.09% 1.07%
========= ======== ======== ======== ======== ======== ========== ==========
Ratio of net investment income to
average net assets................ 3.86% 7.60% 7.93% 10.63% 11.13% 10.58% 9.89% 8.43%
Portfolio turnover................. 203% 453% 322% 199% 117% 292% 164% 83%
Net Assets, end of period (in
thousands)........................ $ 544,230 $611,865 $718,426 $725,645 $771,826 $871,636 $1,140,455 $1,492,491
Debt outstanding at end of year (in
thousands)(2)..................... $15,666 $ 0 $0 $94,451 -- -- -- --
Average daily amount of debt
outstanding during the year (in
thousands)(2)..................... $10,214 $5,912 $54,774 $55,898 -- -- -- --
Average monthly number of shares
outstanding during the year (in
thousands)........................ 75,182 82,398 88,348 92,144 -- -- -- --
Average daily amount of debt
outstanding per share during the
year(2)........................... $0.14 $0.07 $0.62 $0.61 -- -- -- --
<CAPTION>
PERIOD ENDED
MARCH 31,
1987 1986 1985(1)
---------- ---------- --------------
<S> <C> <C> <C>
Per share income and capital
changes for a share outstanding
during each period:
Net asset value, beginning of
period............................ $10.11 $10.06 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income.............. 0.71 0.95 0.30
Net realized and unrealized gain
(loss) on securities.............. (0.15) 0.48 0.12
---------- --------- --------
Total from Investment Operations... 0.56 1.43 0.42
LESS DISTRIBUTIONS
Dividends from net investment
income............................ (0.71) (0.95) (0.30)
Distributions from realized
gains............................. (0.44) (0.43) (0.06)
Returns of capital................. -- -- --
---------- --------- --------
Total Distributions................ (1.15) (1.38) (0.36)
---------- --------- --------
Net asset value, end of period..... $9.52 $10.11 $10.06
========== ========= ========
TOTAL RETURN*...................... 5.82% 15.35% 4.07%
========== ========= ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to
average net assets................ 1.03% 1.13% 0.33%
Ratio of interest expense to
average net assets................ -- -- --
---------- --------- --------
Ratio of total expenses to average
net assets........................ 1.03% 1.13% 0.33%
Ratio of expense reduction to
average net assets................ -- -- (0.32)%
---------- --------- --------
Ratio of net expenses to average
net assets........................ 1.03% 1.13% 0.01%
========== ========= ========
Ratio of net investment income to
average net assets................ 7.12% 8.57% 1.15%
Portfolio turnover................. 295% 1328% 62%
Net Assets, end of period (in
thousands)........................ $2,290,368 $1,641,364 $ 20,911
Debt outstanding at end of year (in
thousands)(2)..................... -- -- --
Average daily amount of debt
outstanding during the year (in
thousands)(2)..................... -- -- --
Average monthly number of shares
outstanding during the year (in
thousands)........................ -- -- --
Average daily amount of debt
outstanding per share during the
year(2)........................... -- -- --
<FN>
- ---------------
(1) Financial highlights are for the period from December 31, 1984 (the date of
commencement of the Fund's operations) to March 31, 1985 and have not been
annualized.
(2) Debt outstanding consists of reverse repurchase agreements entered into
during the year.
(3) Financial highlights, including total return, have not been annualized.
* Total return does not include the effect of the initial sales charge for
Class A Shares.
</TABLE>
3
<PAGE> 7
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is to seek a high level of current income,
consistent with safety of principal. The Fund seeks to achieve its investment
objective by investing in debt obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities ("U.S. Government securities").
Because of the uncertainty inherent in all investments, no assurance can be
given that the Fund will achieve its investment objective. U.S. Government
Securities include the following:
- -------------------------------------------------------------------------------
THE FUND SEEKS TO PROVIDE A HIGH LEVEL OF
CURRENT INCOME CONSISTENT WITH SAFETY OF
PRINCIPAL.
- -------------------------------------------------------------------------------
1. U.S. Treasury obligations, which differ only in their interest rates,
maturities and times of issuance including U.S. Treasury bills (maturity of
one year or less), U.S. Treasury notes (maturities of one to ten years) and
U.S. Treasury bonds (generally maturities greater than ten years); and
2. Obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities which are supported by: (i) the full faith and credit of
the U.S. Government (e.g., securities issued by the Government National
Mortgage Association ("GNMA")); (ii) the right of the issuer to borrow an
amount limited to a specific line of credit from the U.S. Government (e.g.,
securities of the Federal Home Loan Bank Board); or (iii) the credit of the
instrumentality (e.g., bonds issued by the Federal National Mortgage
Association).
While the Fund may invest in any of the foregoing obligations, a substantial
portion of the Fund's assets will be invested in Certificates of GNMA, which are
a type of mortgage-backed security. GNMA Certificates are loans that are issued
by lenders such as mortgage bankers, commercial banks and savings and loan
associations and are either insured by the Federal Housing Administration or
guaranteed by the Veterans Administration. A "pool" or group of such mortgages
is assembled and, after being approved by GNMA, is offered to investors through
securities dealers. Once approved by GNMA, the timely payment of interest and
principal on each mortgage is guaranteed by GNMA and backed by the full faith
and credit of the U.S. Government. GNMA Certificates differ from bonds in that
principal is paid back monthly by the borrower over the term of the loan rather
than returned in a lump sum at maturity. GNMA Certificates are called "pass
through" securities because both interest and principal payments (including
prepayments) are passed through to the holder of the Certificate. Upon receipt,
principal payments will be reinvested by the Fund in additional securities.
The Fund may invest in various types of mortgage-backed securities, such as
collateralized mortgage obligations ("CMOs"), real estate mortgage investment
conduits ("REMICs"), other multiclass pass through securities issued or
guaranteed by a U.S. Government agency and stripped mortgage-backed securities.
See "Investments, Techniques and Risk Factors" for a further description of the
types of mortgage-backed securities in which the Fund may invest and associated
risks.
The Fund may engage in a variety of investment techniques in an attempt to
protect against changes in the general level of interest rates. These techniques
include the purchase of put and call options on debt securities and the purchase
and sale of interest rates futures contracts and options on such futures.
Options
4
<PAGE> 8
and futures contracts derive their value from an underlying instrument or
index and accordingly are known as "derivatives" or "derivative contracts."
These derivative contracts, as well as other types of derivatives (such as
stripped mortgage-backed securities), involve substantial risk including higher
price volatility, liquidity risk and counterparty risk. These investment
techniques and various policies the Fund may employ in seeking to achieve its
investment objective, such as lending its portfolio securities, and committing
to purchase securities for which the normal settlement date for the transaction
occurs later than the normal settlement date for the U.S. Treasury obligations,
or securities subject to repurchase and reverse repurchase agreements, may
involve a greater degree of risk than those inherent in more conservative
investment approaches. As a non-fundamental investment policy, the Fund will at
all times invest at least 80% of its total assets in U.S. Government
securities. This will serve to limit the Fund's investments in privately issued
CMOs, REMICs and multiclass pass-through securities, put and call options,
futures and options on futures, and reverse repurchase agreements, in the
aggregate, to not more than 20% of its total assets. In addition, the Fund will
not invest more than 10% of its total assets in stripped mortgage-backed
securities. While the Fund is permitted to invest up to 100% of its net assets
in other derivative securities, it does not expect to invest substantially in
derivative securities. See "Investments, Techniques and Risk Factors" for a
discussion of these techniques and their associated risks.
The Fund's rate of return fluctuates, as does its net asset value per share.
These fluctuations depend largely on changes in the general level of interest
rates. An increase in interest rates will tend to reduce the market values of
securities in which the Fund invests and, therefore, the Fund's net asset value;
whereas a decline in interest rates will tend to increase their values. The Fund
will seek to reduce risks associated with changes in the interest rates through
its transactions in options and futures contracts. However, this technique will
not eliminate such risks and will result in transaction costs to the Fund.
The Fund has adopted certain investment restrictions which are enumerated in
detail in the Statement of Additional Information where they are classified as
fundamental or non-fundamental. The Fund's investment objective and fundamental
policies and restrictions may not be changed without the approval of the Fund's
shareholders. The Fund's non-fundamental policies and restrictions, however, may
be changed by a vote of the Trustees without shareholder approval.
Notwithstanding the Fund's fundamental investment restriction prohibiting
investments in other investment companies, the Fund may, pursuant to an order
granted by the SEC, invest in other investment companies in connection with a
deferred compensation plan for the non-interested Trustees of the John Hancock
funds. There can be no assurance that the Fund will achieve its investment
objective.
- -------------------------------------------------------------------------------
THE FUND FOLLOWS CERTAIN POLICIES WHICH
MAY HELP TO REDUCE INVESTMENT RISK.
- -------------------------------------------------------------------------------
The primary consideration in choosing brokerage firms to carry out the Fund's
transactions is execution at the most favorable prices, taking into account the
broker's professional ability and quality of service. Consideration may also be
given to the broker's sales of Fund shares. Pursuant to procedures determined by
the Trustees, the Fund's investment adviser, John Hancock Advisers, Inc. (the
"Adviser"), may place securities transactions with brokers affiliated with the
Adviser. The brokers include Tucker Anthony Incorporated, Sutro and Company,
Inc. and John Hancock Distributors, Inc., which are indirectly owned by the John
Hancock Mutual Life Insurance Company (the "Life Company"), which in turn
indirectly owns the Adviser.
- -------------------------------------------------------------------------------
BROKERS ARE CHOSEN ON BEST PRICE AND
EXECUTION.
- -------------------------------------------------------------------------------
5
<PAGE> 9
ORGANIZATION AND MANAGEMENT OF THE FUND
The Fund is a diversified series of the Trust, an open-end management investment
company organized as a Massachusetts business trust. The Trust has six series of
shares, one of which is the Fund. The Trust reserves the right to create and
issue a number of series of shares, or funds or classes thereof, which are
separately managed and have different investment objectives. The Trustees have
authorized the issuance of two classes of the Fund, designated Class A and Class
B. The shares of each class represent an interest in the same portfolio of
investments of the Fund. Each class has equal rights as to voting, redemption,
dividends and liquidation. However, each class bears different distribution and
transfer agent fees and other expenses. Also, Class A and Class B shareholders
have exclusive voting rights with respect to their distribution plans. The Trust
is not required to and does not intend to hold annual meetings of shareholders,
although special meetings may be held for such purposes as electing or removing
Trustees, changing fundamental policies or approving a management contract. The
Trust, under certain circumstances, will assist in shareholder communications
with other shareholders.
- -------------------------------------------------------------------------------
THE BOARD OF TRUSTEES ELECTS OFFICERS AND
RETAINS THE INVESTMENT ADVISER WHO IS
RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS
OF THE FUND, SUBJECT TO THE BOARD OF
TRUSTEES' POLICIES AND SUPERVISION.
- -------------------------------------------------------------------------------
The Adviser was organized in 1968 and is a wholly-owned indirect subsidiary of
the Life Company, a financial services company. The Adviser provides the Fund,
and other investment companies in the John Hancock group of funds, with
investment research and portfolio management services. John Hancock Funds, Inc.
("John Hancock Funds") distributes shares for all of the John Hancock mutual
funds through brokers which have arrangements with John Hancock Funds ("Selling
Brokers"). Certain Trust officers are also officers of the Adviser and John
Hancock Funds.
- -------------------------------------------------------------------------------
JOHN HANCOCK ADVISERS, INC. ADVISES
INVESTMENT COMPANIES HAVING AN AGGREGATE
NET ASSET VALUE OF MORE THAN $13 BILLION.
- -------------------------------------------------------------------------------
All investment decisions are made by a committee and no single person is
primarily responsible for making recommendations to the committee.
In order to avoid any conflict with portfolio trades for the Fund, the Adviser
and the Fund have adopted extensive restrictions on personal securities trading
by personnel of the Adviser and its affiliates. Some of these restrictions are:
preclearance for all personal trades and a ban on the purchase of initial public
offerings, as well as contributions to specified charities of profits on
securities held for less than 91 days. These restrictions are a continuation of
the basic principle that the interests of the Fund and its shareholders come
first.
6
<PAGE> 10
ALTERNATIVE PURCHASE ARRANGEMENTS
You can purchase shares of the Fund at a price equal to their net asset value
per share plus a sales charge. At your election, this charge may be imposed
either at the time of the purchase (see "Initial Sales Charge Alternative,"
Class A shares) or on a contingent deferred basis (the "Contingent Deferred
Sales Charge Alternative," Class B shares). If you do not specify on your
account application the class of shares you are purchasing, it will be assumed
that you are investing in Class A shares.
- -------------------------------------------------------------------------------
AN ALTERNATIVE PURCHASE PLAN ALLOWS YOU TO
CHOOSE THE METHOD OF PAYMENT THAT IS BEST
FOR YOU.
- -------------------------------------------------------------------------------
CLASS A SHARES. If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount of your purchase is $1 million or more.
If you purchase $1 million or more of Class A shares, you will not be subject to
an initial sales charge, but you will incur a sales charge if you redeem your
shares within one year of purchase. Class A shares are subject to ongoing
distribution and service fees at a combined annual rate of up to 0.25% of the
Fund's average daily net assets attributable to the Class A shares. Certain
purchases of Class A shares qualify for reduced initial sales charges. See
"Share Price -- Qualifying for a Reduced Sales Charge."
- -------------------------------------------------------------------------------
INVESTMENTS IN CLASS A SHARES ARE SUBJECT
TO AN INITIAL SALES CHARGE.
- -------------------------------------------------------------------------------
CLASS B SHARES. You will not incur a sales charge when you purchase Class B
shares, but the shares are subject to a sales charge if you redeem them within
six years of purchase (the "contingent deferred sales charge" or the "CDSC").
Class B shares are subject to ongoing distribution and service fees at a
combined annual rate of up to 1.00% of the Fund's average daily net assets
attributable to the Class B shares. Investing in Class B shares permits all of
your dollars to work from the time you make your investment, but the higher
ongoing distribution fee will cause these shares to have higher expenses than
those of Class A shares. To the extent that any dividends are paid by the Fund,
these higher expenses will also result in lower dividends than those paid on
Class A shares.
- -------------------------------------------------------------------------------
INVESTMENTS IN CLASS B SHARES ARE SUBJECT
TO A CONTINGENT DEFERRED SALES CHARGE.
- -------------------------------------------------------------------------------
Class B shares are not available for full-service defined contribution plans
administered by Investor Services or the Life Company that had more than 100
eligible employees at the inception of the Fund account.
FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE
The alternative purchase arrangement allows you to choose the most beneficial
way to buy shares, given the amount of your purchase, the length of time you
expect to hold your shares and other circumstances. You should consider whether,
during the anticipated life of your Fund investment, the CDSC and accumulated
fees on Class B shares would be less than the initial sales charge and
accumulated fees on Class A shares purchased at the same time, and to what
extent this differential would be offset by the Class A shares' lower expenses.
To help you make this determination, the table under the caption "Expense
Information" on the inside cover page of this Prospectus shows examples of the
charges applicable to each class of shares. Class A shares will normally be more
beneficial if you qualify for reduced sales charges. See "Share
Price -- Qualifying for a Reduced Sales Charge."
- -------------------------------------------------------------------------------
YOU SHOULD CONSIDER WHICH CLASS OF SHARES
WOULD BE MORE BENEFICIAL TO YOU.
- -------------------------------------------------------------------------------
Class A shares are subject to lower distribution fees and, accordingly, pay
correspondingly higher dividends per share, to the extent any dividends are
paid.
7
<PAGE> 11
However, because initial sales charges are deducted at the time of purchase, you
would not have all of your funds invested initially and, therefore, would
initially own fewer shares. If you do not qualify for reduced initial sales
charges and expect to maintain your investment for an extended period of time,
you might consider purchasing Class A shares. This is because the accumulated
distribution and service charges on Class B shares may exceed the initial sales
charge and accumulated distribution and service charges on Class A shares during
the life of your investment.
Alternatively, you might determine that it is more advantageous to purchase
Class B shares to have all of your funds invested initially. However, you will
be subject to higher distribution and service fees and, for a six-year period, a
CDSC.
In the case of Class A shares, the distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the proceeds
of the initial sales charge and ongoing distribution and service fees. In the
case of Class B shares, the expenses will be paid from the proceeds of the
ongoing distribution and service fees, as well as from the CDSC incurred upon
redemption within six years of purchase. The purpose and function of the Class B
shares' CDSC and ongoing distribution and service fees are the same as those of
the Class A shares' initial sales charge and ongoing distribution and service
fees. Sales personnel distributing the Fund's shares may receive different
compensation for selling each class of shares.
Dividends, if any, on Class A and Class B shares will be calculated in the same
manner, at the same time and on the same day. They also will be in the same
amount, except for differences resulting from each class bearing only its own
distribution and service fees, shareholder meeting expenses and any incremental
transfer agency costs. See "Dividends and Taxes."
THE FUND'S EXPENSES
For managing its investment and business affairs, the Fund pays a monthly fee to
the Adviser which is based on a stated percentage of the Fund's average daily
net assets as follows:
<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
----------------- ------------
<S> <C>
First $200,000,000..................................................... 0.650%
Next $300,000,000...................................................... 0.625%
Amount over $500,000,000............................................... 0.600%
</TABLE>
During the Fund's fiscal year ended March 31, 1994, the advisory fee paid by the
Fund to the Fund's former investment adviser was equal to 0.62% of the Fund's
average daily net assets.
The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service fees
at an aggregate annual rate of up to 0.25% of the Class A shares' average daily
net assets and an aggregate annual rate of 1.00% of the Class B shares' average
daily net assets. In each case, up to 0.25% for Class A and Class B shares is
for service expenses and the remaining amount is for distribution expenses. The
distribution fees will be used to reimburse John Hancock Funds for its
distribution expenses,
- -------------------------------------------------------------------------------
THE FUND PAYS DISTRIBUTION AND SERVICE
FEES FOR MARKETING AND SALES-RELATED
SHAREHOLDER SERVICING.
- -------------------------------------------------------------------------------
8
<PAGE> 12
including but not limited to: (i) initial and ongoing sales compensation
to Selling Brokers and others (including affiliates of John Hancock Funds)
engaged in the sale of Fund shares; (ii) marketing, promotional and
overhead expenses incurred in connection with the distribution of Fund
shares; (iii) unreimbursed distribution expenses under the Fund's prior
distribution plans; (iv) distribution expenses incurred by other investment
companies which sell all or substantially all of their assets to, merge with or
otherwise engage in a reorganization transaction with the Fund; and (v) with
respect to Class B shares only, interest expenses on unreimbursed distribution
expenses. The service fees will be used to compensate Selling Brokers for
providing personal and account maintenance services to shareholders.
In the event John Hancock Funds is not fully reimbursed for payments it makes or
expenses it incurs under the Class A Plan, these expenses will not be carried
beyond one year from the date they were incurred. Unreimbursed expenses under
the Class B Plan will be carried forward together with interest on the balance
of these unreimbursed expenses. No Class B shares of the Fund were outstanding
during the fiscal year ended March 31, 1994.
Information on the Fund's total expenses appears in the Financial Highlights
section of this Prospectus.
DIVIDENDS AND TAXES
DIVIDENDS. The Fund generally declares daily and distributes monthly dividends
representing all or substantially all of its net investment income. The Fund
will distribute net realized long-term and short-term capital gains, if any, at
least annually.
- -------------------------------------------------------------------------------
THE FUND GENERALLY DECLARES DIVIDENDS
DAILY AND DISTRIBUTES THEM MONTHLY.
- -------------------------------------------------------------------------------
Dividends are reinvested in additional shares of your class unless you elect the
option to receive them in cash. If you elect the cash option and the U.S. Postal
Service cannot deliver your checks, your election will be converted to the
reinvestment option. Because of the higher expenses associated with Class B
shares, any dividends on these shares will be lower than those on the Class A
shares. See "Share Price."
TAXATION. Dividends from the Fund's net investment income and net short-term
capital gains are taxable to you as ordinary income and dividends from the
Fund's net long-term capital gains are taxable as long-term capital gains. These
dividends are taxable whether you take them in cash or reinvest in additional
shares. Certain dividends may be paid in January of a given year but may be
taxable as if you received them the previous December.
The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, the Fund will not be
subject to Federal income tax on any net investment income or net realized
capital gains that are distributed to its shareholders within the time period
prescribed by the Code. When you redeem (sell) or exchange shares, you may
realize a taxable gain or loss.
9
<PAGE> 13
On the account application, you must certify that the social security or other
taxpayer identification number you provide is your correct number and that you
are not subject to backup withholding of Federal income tax. If you do not
provide this information or are otherwise subject to this withholding, the Fund
may be required to withhold 31% of your dividends and the proceeds of
redemptions or exchanges.
In addition to Federal taxes, you may be subject to state, local or foreign
taxes with respect to your investment in and distributions from the Fund.
Non-U.S. shareholders and tax-exempt shareholders are subject to different tax
treatment not described above. A state income (and possibly local income and/or
intangible property) tax exemption is generally available to the extent the
Fund's distributions are derived from interest on (or, in the case of
intangibles taxes, the value of its assets is attributable to) certain U.S.
Government obligations, provided in some states that certain thresholds for
holdings of such obligations and/or reporting requirements are satisfied. You
should consult your tax adviser for specific tax advice.
PERFORMANCE
Yield reflects the Fund's rate of income on portfolio investments as a
percentage of its share price. Yield is computed by annualizing the result of
dividing the net investment income per share over a 30 day period by the maximum
offering price per share on the last day of that period. Yield is also
calculated according to accounting methods that are standardized for all stock
and bond funds. Because yield accounting methods differ from the methods used
for other accounting purposes, the Fund's yield may not equal the income paid on
shares or the income reported in the Fund's financial statements.
- -------------------------------------------------------------------------------
THE FUND MAY ADVERTISE ITS YIELD AND TOTAL
RETURN.
- -------------------------------------------------------------------------------
The Fund's total return shows the overall dollar or percentage change in value
of a hypothetical investment in the Fund, assuming the reinvestment of all
dividends. Cumulative total return shows the Fund's performance over a period of
time. Average annual total return shows the cumulative return divided over the
number of years included in the period. Because average annual total return
tends to smooth out variations in the Fund's performance, you should recognize
that it is not the same as actual year-to-year results.
Both total return and yield calculations for Class A shares generally include
the effect of paying the maximum sales charge (except as shown in "The Fund's
Financial Highlights"). Investments at a lower sales charge would result in
higher performance figures. Total return and yield calculations for Class B
shares reflect the deduction of the applicable CDSC imposed on a redemption of
shares held for the applicable period. All calculations assume that all
dividends are reinvested at net asset value on the reinvestment dates during the
periods. Total return and yield of Class A and Class B shares will be calculated
separately and, because each class is subject to different expenses, the total
return and yield may differ with respect to each class for the same period. The
relative performance of the Class A and Class B shares will be affected by a
variety of factors, including the higher operating expenses attributable to the
Class B shares, whether the Fund's investment performance is better in the
earlier or later portions of the period measured and the level of net assets of
the classes during the period. The Fund
10
<PAGE> 14
will include the total return of Class A and Class B shares in any advertisement
or promotional materials including Fund performance data. The value of Fund
shares, when redeemed, may be more or less than their original cost. Both yield
and total return are historical calculations and are not an indication of future
performance. See "Factors to Consider in Choosing an Alternative."
<TABLE>
HOW TO BUY SHARES
- ------------------------------------------------------------------------------------------
<S> <C> <C>
The minimum initial investment in Class A and Class B shares is $1,000 ($250 for
group investments and retirement plans). Complete the Account Application attached
to this Prospectus. Indicate whether you are purchasing Class A or Class B shares.
If you do not specify which class of shares you are purchasing, Investor Services
will assume that you are investing in Class A shares.
- --------------------------------------------------------------------------------
OPENING AN ACCOUNT
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
BY CHECK 1. Make your check payable to John Hancock Investor Services
Corporation ("Investor Services"), P.O. Box 9115, Boston, MA
02205-9115.
2. Deliver the completed application and check to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- ------------------------------------------------------------------------------------------
BY WIRE 1. Obtain an account number by contacting your registered
representative or Selling Broker, or by calling 1-800-225-5291.
2. Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Government Securities Trust
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
3. Deliver the completed application to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- ------------------------------------------------------------------------------------------
MONTHLY 1. Complete the "Automatic Investing" and "Bank Information"
AUTOMATIC sections on the Account Privileges Application designating a
ACCUMULATION bank account from which funds may be drawn.
PROGRAM
(MAAP) 2. The amount you elect to invest will be automatically withdrawn
from your bank or credit union account.
- ------------------------------------------------------------------------------------------
BUYING ADDITIONAL CLASS A AND CLASS B
SHARES
- ------------------------------------------------------------------------------------------
BY TELEPHONE 1. Complete the "Invest-By-Phone" and "Bank Information" sections
on the Account Privileges Application designating a bank
account from which your funds may be drawn. Note that in order
to invest by phone, your account must be in a bank or credit
union that is a member of the Automated Clearing House system
(ACH).
2. After your authorization form has been processed, you may
purchase additional Class A or Class B shares by calling
Investor Services toll-free 1-800-225-5291.
3. Give the Investor Services representative the name(s) in which
your account is registered, the Fund name, the class of shares
you own, your account number, and the amount you wish to
invest.
4. Your investment normally will be credited to your account the
business day following your phone request.
- ------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE> 15
<TABLE>
- ------------------------------------------------------------------------------------------
<S> <C> <C>
BY CHECK 1. Either complete the detachable stub included on your account
statement or include a note with your investment listing the
name of the Fund, the class of share you own, your account
number and the name(s) in which the account is registered.
- ------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
BUYING ADDITIONAL CLASS A AND CLASS B SHARES (CONTINUED)
- -------------------------------------------------------------------------------
2. Make your check payable to John Hancock Investor Services
Corporation.
3. Mail the account information and check to:
John Hancock Investor Services Corporation
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or Selling
Broker.
- ------------------------------------------------------------------------------------------
BY WIRE Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Government Securities Trust
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
- ------------------------------------------------------------------------------------------
Other Requirements: All purchases must be made in U.S. dollars. Checks written on
foreign banks will delay purchases until U.S. funds are received, and a collection
charge may be imposed. Shares of the Fund are priced at the offering price based
on the net asset value computed after Investor Services receives notification of
the dollar equivalent from the Fund's custodian bank. Wire purchases normally take
two or more hours to complete and, to be accepted the same day, must be received
by 4:00 P.M., New York time. Your bank may charge a fee to wire funds. Telephone
transactions are recorded to verify information. Certificates are not issued
unless a request is made in writing to Investor Services.
- ------------------------------------------------------------------------------------------
</TABLE>
You will receive a statement of your account after any transaction that affects
your share balance or registration (statements related to reinvestment of
dividends and automatic investment/withdrawal plans will be sent to you
quarterly). A tax information statement will be mailed to you by January 31 of
each year.
- -------------------------------------------------------------------------------
YOU WILL RECEIVE ACCOUNT STATEMENTS THAT
YOU SHOULD KEEP TO HELP WITH YOUR PERSONAL
RECORDKEEPING.
- -------------------------------------------------------------------------------
SHARE PRICE
The net asset value per share ("NAV") is the value of one share. The NAV is
calculated by dividing the net assets of each class by the number of outstanding
shares of that class. The NAV of each class can differ. Securities in the Fund's
portfolio are valued on the basis of market quotations, valuations provided by
independent pricing services or at fair value as determined in good faith
according to procedures approved by the Trustees. Short-term debt investments
maturing within 60 days are valued at amortized cost, which the Trustees have
determined approximates market value. The NAV is calculated once daily as of the
close of regular trading on the New York Stock Exchange (generally at 4:00 p.m.,
New York time) on each day that the Exchange is open.
- -------------------------------------------------------------------------------
THE OFFERING PRICE OF YOUR SHARES IS THEIR
NET ASSET VALUE PLUS A SALES CHARGE, IF
APPLICABLE, WHICH WILL VARY WITH THE
PURCHASE ALTERNATIVE YOU CHOOSE.
- -------------------------------------------------------------------------------
Shares of the Fund are sold at the offering price based on the NAV computed
after your investment request is received in good order by John Hancock Funds.
If you buy shares of the Fund through a Selling Broker, the Selling Broker must
receive your investment before the close of regular trading on the New York
Stock
12
<PAGE> 16
Exchange and transmit it to John Hancock Funds before its close of business to
receive that day's offering price.
INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES. The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:
<TABLE>
<CAPTION>
COMBINED
SALES CHARGE AS REALLOWANCE REALLOWANCE TO
SALES CHARGE AS A PERCENTAGE OF AND SERVICE FEE AS SELLING BROKERS AS
AMOUNT INVESTED A PERCENTAGE OF THE AMOUNT A PERCENTAGE OF A PERCENTAGE OF
(INCLUDING SALES OFFERING PRICE INVESTED OFFERING PRICE(+) THE OFFERING PRICE(*)
CHARGE)
--------------- ---------------- --------------- ------------------ ---------------------
<S> <C> <C> <C> <C>
Less than $100,000...... 4.50% 4.71% 4.00% 3.76%
$100,000 to $249,999.... 3.75% 3.90% 3.25% 3.01%
$250,000 to $499,999.... 2.75% 2.83% 2.30% 2.06%
$500,000 to $999,999.... 2.00% 2.04% 1.75% 1.51%
$1,000,000 and over..... 0.00%(**) 0.00%(**) (***) 0.00%(***)
<FN>
(*) Upon notice to Selling Brokers with whom it has sales agreements, John
Hancock Funds may reallow an amount up to the full applicable sales
charge. In addition to the reallowance allowed to all Selling Brokers,
John Hancock Funds will pay the following: round trip airfare to a resort
will be offered to each registered representative of a Selling Broker (if
the Selling Broker has agreed to participate) who sells certain amounts of
shares of John Hancock Funds. John Hancock Funds will make these incentive
payments out of its own resources. A Selling Broker to whom substantially
the entire sales charge is reallowed or who receives these incentives may
be deemed to be an underwriter under the Securities Act of 1933. Other
than distribution and service fees, the Fund does not bear distribution
expenses.
(**) No sales charge is payable at the time of purchase of Class A shares of $1
million or more, but a CDSC may be imposed in the event of certain
redemption transactions within one year of purchase.
(***) John Hancock Funds may pay a commission and the first year's service fee
(as described in (+) below) to Selling Brokers who initiate and are
responsible for purchases of Class A shares of $1 million or more in
aggregate as follows: 1% on sales to $4,999,999, 0.50% on the next $5
million and 0.25% on $10 million and over.
(+) At the time of sale, John Hancock Funds pays to Selling Brokers the first
year's service fee in advance in an amount equal to 0.25% of the net
assets invested in the Fund at the time of the sale. Thereafter, it pays
the service fee periodically in arrears in an amount up to 0.25% of the
Fund's average annual net assets. Selling Brokers receive the fee as
compensation for providing personal and account maintenance services to
shareholders.
</TABLE>
Sales charges ARE NOT APPLIED to any dividends that are reinvested in additional
Class A shares of the Fund.
In addition, John Hancock Funds will pay certain affiliated Selling Brokers at
an annual rate of up to 0.05% of the daily net assets of accounts attributable
to these brokers.
13
<PAGE> 17
Under certain circumstances described below, investors in Class A shares may be
entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge."
CONTINGENT DEFERRED SALES CHARGE -- INVESTMENTS OF $1 MILLION OR MORE IN CLASS A
SHARES. Purchases of $1 million or more of Class A shares will be made at net
asset value with no initial sales charge, but if the shares are redeemed within
12 months after the end of the calendar month in which the purchase was made
(the CDSC period), a CDSC will be imposed. The rate of the CDSC will depend on
the amount invested as follows:
<TABLE>
<CAPTION>
AMOUNT INVESTED CDSC RATE
--------------- ----------
<S> <C>
$1 million to $4,999,999................................................ 1.00%
Next $5 million to $9,999,999........................................... 0.50%
Amounts of $10 million and over......................................... 0.25%
</TABLE>
Existing full service clients of the Life Company who were group annuity
contract holders as of September 1, 1994, and participant directed defined
contribution plans with at least 100 eligible employees at the inception of the
Fund account may purchase Class A shares with no initial sales charge. However,
if the shares are redeemed within 12 months after the end of the calendar year
in which the purchase was made, a CDSC will be imposed at the above rate.
The CDSC will be assessed on an amount equal to the lesser of the current market
value or the original purchase cost of the redeemed Class A shares. Accordingly,
no CDSC will be imposed on increases in account value above the initial purchase
price, including any distributions which have been reinvested in additional
shares.
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
Therefore, it will be assumed that the redemption is first made from any shares
in your account that are not subject to the CDSC. The CDSC is waived on
redemptions in certain circumstances. See "Waiver of Contingent Deferred Sales
Charges" below.
QUALIFYING FOR A REDUCED SALES CHARGE. If you invest more than $100,000 in
Class A shares of the Fund or a combination of funds within the John Hancock
family of funds (except money market funds), you may qualify for a reduced sales
charge on your investments in Class A shares through a LETTER OF INTENTION. You
may also be able to use the ACCUMULATION PRIVILEGE and the COMBINATION PRIVILEGE
to take advantage of the value of your previous investments in Class A shares of
the John Hancock funds in meeting the breakpoints for a reduced sales charge.
For the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE, the applicable sales
charge will be based on the total of:
- -------------------------------------------------------------------------------
YOU MAY QUALIFY FOR A REDUCED SALES CHARGE
ON YOUR INVESTMENT IN CLASS A SHARES.
- -------------------------------------------------------------------------------
1. Your current purchase of Class A shares of the Fund.
2. The net asset value (at the close of business on the previous day) of (a) all
Class A shares of the Fund you hold, and (b) all Class A shares of any other
John Hancock funds you hold; and
3. The net asset value of all shares held by another shareholder eligible to
combine his or her holdings with you into a single "purchase."
14
<PAGE> 18
EXAMPLE:
If you hold Class A shares of a John Hancock fund with a net asset value of
$20,000 and, subsequently, invest $80,000 in Class A shares of the Fund, the
sales charge on this subsequent investment would be 3.75% and not 4.50%, (the
rate that would otherwise be applicable to investments of less than $100,000.
See "Initial Sales Charge Alternative -- Class A Shares.")
If you are in one of the following categories, you may purchase Class A shares
of the Fund without paying a sales charge:
- - A Trustee or officer of the Fund; a Director or officer of the Adviser and its
affiliates or Selling Brokers; employees or sales representatives of any of
the foregoing; retired officers, employees or Directors of any of the
foregoing; a member of the immediate family of any of the foregoing; or any
fund, pension, profit sharing or other benefit plan for the individuals
described above.
- -------------------------------------------------------------------------------
CLASS A SHARES MAY BE AVAILABLE WITHOUT A
SALES CHARGE TO CERTAIN INDIVIDUALS AND
ORGANIZATIONS.
- -------------------------------------------------------------------------------
- - Any state, county, city or any instrumentality, department, authority, or
agency of these entities that is prohibited by applicable investment laws from
paying a sales charge or commission when it purchases shares of any registered
investment management company.*
- - A bank, trust company, credit union, savings institution or other type of
depository institution, its trust departments or common trust funds if it is
purchasing $1 million or more for non-discretionary customers or accounts.*
- - A broker, dealer or registered investment adviser that has entered into an
agreement with John Hancock Funds providing specifically for the use of Fund
shares in fee-based investment products made available to its clients.
- - A former participant in an employee benefit plan with John Hancock Funds, when
he/she withdraws from his/her plan and transfers any or all of his/her plan
distributions directly to the Fund.
- ------------------
*For investments made under these provisions, John Hancock Funds may make a
payment out of its own resources to the Selling Broker in an amount not to
exceed 0.25% of the amount invested.
Class A shares of the Fund may be purchased without an initial sales charge in
connection with certain liquidation, merger or acquisition transactions
involving other investment companies or personal holding companies.
CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE -- CLASS B SHARES. Class B shares
are offered at net asset value per share without a sales charge so that your
entire initial investment will go to work at the time of purchase. However,
Class B shares redeemed within six years of purchase will be subject to a CDSC
at the rates set forth below. This charge will be assessed on an amount equal to
the lesser of the current market value or the original purchase cost of the
shares being redeemed. Accordingly, you will not be assessed a CDSC on increases
in account value above the initial purchase price, including shares derived from
dividend reinvestment.
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will
15
<PAGE> 19
be assumed that your redemption comes first from shares you have held beyond the
six-year CDSC redemption period or those you acquired through reinvestment of
dividends, and next from the shares you have held the longest during the
six-year period. The CDSC is waived on redemptions in certain circumstances. See
the discussion "Waiver of Contingent Deferred Sales Charges" below.
EXAMPLE:
You have purchased 100 shares at $10 per share. The second year after your
purchase, your investment's net asset value per share has increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment. If
you redeem 50 shares at this time, your CDSC will be calculated as follows:
<TABLE>
<S> <C>
- - Proceeds of 50 shares redeemed at $12 per share........................ $ 600
- - Minus proceeds of 10 shares not subject to CDSC because they were
acquired through dividend reinvestment (10 X $12)...................... -120
- - Minus appreciation on remaining shares, also not subject to CDSC (40 X
$2).................................................................... - 80
------
+ Amount subject to CDSC................................................. $ 400
</TABLE>
Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with
distribution services connected to the sale of Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without deducting a sales charge at the time of the
purchase.
The amount of the CDSC, if any, will vary depending on the number of years from
the time you purchase your Class B shares until the time you redeem them. Solely
for the purposes of determining this holding period, any payments you make
during the month will be aggregated and deemed to have been made on the last day
of the month.
<TABLE>
<CAPTION>
YEAR IN WHICH
CLASS B SHARES CONTINGENT DEFERRED SALES
REDEEMED FOLLOWING CHARGE AS A PERCENTAGE OF
PURCHASE DOLLAR AMOUNT SUBJECT TO CDSC
------------------ ------------------------------
<S> <C>
First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter None
</TABLE>
A commission equal to 3.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service fee is paid in advance at the time of sale for the provision of
personal and account maintenance services to shareholders during the twelve
months following the sale, and thereafter the service fee is paid in arrears.
16
<PAGE> 20
WAIVER OF CONTINGENT DEFERRED SALES CHARGES. The CDSC will be waived on
redemptions of Class B shares and of Class A shares that are subject to a CDSC,
unless indicated otherwise, in these circumstances:
- - Redemptions of Class B shares made under a Systematic Withdrawal Plan (see
"How to Redeem Shares"), as long as your annual redemptions do not exceed 10%
of your account value at the time you establish your Systematic Withdrawal
Plan and 10% of the value of your subsequent investments (less redemptions) in
that account at the time you notify Investor Services. This waiver does not
apply to Systematic Withdrawal Plan redemptions of Class A shares that are
subject to a CDSC.
- -------------------------------------------------------------------------------
UNDER CERTAIN CIRCUMSTANCES, THE CDSC ON
CLASS B AND CERTAIN CLASS A SHARE
REDEMPTIONS WILL BE WAIVED.
- -------------------------------------------------------------------------------
- - Redemptions made to effect distributions from an Individual Retirement Account
either before or after age 59 1/2, as long as the distributions are based on
the life expectancy or the joint-and-last survivor life expectancy of you and
your beneficiary. These distributions must be free from penalty under the
Code.
- - Redemptions made to effect mandatory distributions under the Code after age
70 1/2 from a tax-deferred retirement plan.
- - Redemptions made to effect distributions to participants or beneficiaries from
certain employer-sponsored retirement plans including those qualified under
Section 401(a) of the Code, custodial accounts under Section 403(b)(7) of the
Code and deferred compensation plans under Section 457 of the Code. The waiver
also applies to certain returns of excess contributions made to these plans.
In all cases, the distributions must be free from penalty under the Code.
- - Redemptions due to death or disability.
- - Redemptions made under the Reinvestment Privilege, as described in "Additional
Services and Programs" of this Prospectus.
- - Redemptions made pursuant to the Fund's right to liquidate your account if you
have less than $100 invested in the Fund.
- - Redemptions made in connection with certain liquidation, merger or acquisition
transactions involving other investment companies or personal holding
companies.
- - Redemptions from certain IRA and retirement plans that purchased shares prior
to October 1, 1992.
If you qualify for a CDSC waiver under one of these situations, you must notify
Investor Services either directly or through your Selling Broker at the time you
make your redemption. The waiver will be granted once Investor Services has
confirmed that you are entitled to the waiver.
CONVERSION OF CLASS B SHARES. Your Class B shares and an appropriate portion of
reinvested dividends on those shares will be converted into Class A shares
automatically. This will occur no later than the month following eight years
after the shares were purchased and will result in lower annual distribution
fees.
17
<PAGE> 21
If you exchanged Class B shares into the Fund from another John Hancock fund,
the calculation will be based on the time you purchased the shares in the
original fund. The Fund has been advised that the conversion of Class B shares
to Class A shares should not be taxable for Federal income tax purposes and
should not change a shareholder's tax basis or tax holding period for the
converted shares.
HOW TO REDEEM SHARES
You may redeem all or a portion of your shares on any business day. Your shares
will be redeemed at the next NAV calculated after your redemption request is
received in good order by Investor Services, less any applicable CDSC. The Fund
may hold payment until it is reasonably satisfied that investments recently made
by check or Invest-by-Phone have been collected (which may take up to 10
calendar days).
- -------------------------------------------------------------------------------
TO ASSURE ACCEPTANCE OF YOUR REDEMPTION
REQUEST, PLEASE FOLLOW THESE PROCEDURES.
- -------------------------------------------------------------------------------
Once your shares are redeemed, the Fund generally sends you payment on the next
business day. When you redeem your shares, you may realize a taxable gain or
loss depending usually on the difference between what you paid for them and what
you receive for them, subject to certain tax rules. Under unusual circumstances,
the Fund may suspend redemptions or postpone payment for up to seven days or
longer, as permitted by Federal securities laws.
<TABLE>
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<S> <C>
BY CHECK You may elect the checkwriting privilege which allows you
to write checks in amounts from a minimum of $100. Checks
may not be written against shares in your account which
have been purchased within the last 10 days, except for
shares purchased by wire transfer (which are immediately
available).
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BY TELEPHONE All Fund shareholders are automatically eligible for the
telephone redemption privilege. Call 1-800-225-5291, from
8:00 A.M. to 4:00 P.M. (New York time), Monday through
Friday, excluding days on which the Exchange is closed.
Investor Services employs the following procedures to
confirm that instructions received by telephone are
genuine. Your name, the account number, taxpayer
identification number applicable to the account and other
relevant information may be requested. In addition,
telephone instructions are recorded.
You may redeem up to $100,000 by telephone, but the address
on the account must not have changed for the last thirty
days. A check will be mailed to the exact name(s) and
address shown on the account.
If reasonable procedures, such as those described above,
are not followed, the Fund may be liable for any loss due
to unauthorized or fraudulent telephone instructions. In
all other cases, neither the Fund nor Investor Services
will be liable for any loss or expense for acting upon
telephone instructions made in accordance with the
telephone transaction procedures mentioned above.
Telephone redemption is not available for IRAs or other
tax-qualified retirement plans or shares of the Fund that
are in certificated form.
During periods of extreme economic conditions or market
changes, telephone requests may be difficult to implement
due to a large volume of calls. During these times, you
should consider placing redemption requests in writing or
use EASI-Line. EASI-Line's telephone number is
1-800-338-8080.
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</TABLE>
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<TABLE>
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<S> <C>
BY WIRE If you have a telephone redemption form on file with the
Fund, redemption proceeds of $1,000 or more can be wired on
the next business day to your designated bank account, and
a fee (currently $4.00) will be deducted. You may also use
electronic funds transfer to your assigned bank account,
and the funds are usually collectible after two business
days. Your bank may or may not charge a fee for this
service. Redemptions of less than $1,000 will be sent by
check or electronic funds transfer.
This feature may be elected by completing the "Telephone
Redemption" section on the Account Privileges Application
included with this Prospectus.
- -------------------------------------------------------------------------------------------
IN WRITING Send a stock power or "letter of instruction" specifying
the name of the Fund, the dollar amount or the number of
shares to be redeemed, your name, class of shares, your
account number and the additional requirements listed below
that apply to your particular account.
- -------------------------------------------------------------------------------------------
TYPE OF REGISTRATION REQUIREMENTS
--------------------------------- --------------------------------------------
Individual, Joint Tenants, Sole A letter of instruction signed (with titles
Proprietorship, Custodial where applicable) by all persons authorized
(Uniform Gifts or Transfer to to sign for the account, exactly as it is
Minors Act), General Partners registered with the signature(s) guaran-
teed.
Corporation, Association A letter of instruction and a corporate
resolution, signed by person(s) authorized
to act on the account with the signature(s)
guaranteed.
Trusts A letter of instruction signed by the
Trustee(s) with the signature(s) guaranteed.
(If the Trustee's name is not registered on
your account, also provide a copy of the
trust document, certified within the last 60
days.)
If you do not fall into any of these registration categories, please call
1-800-225-5291 for further instructions.
- -------------------------------------------------------------------------------------------
A signature guarantee is a widely accepted way to protect you and the Fund by
verifying the signature on your request. It may not be provided by a notary
public. If the net asset value of the shares redeemed is $100,000 or less, John
Hancock Funds may guarantee the signature. The following institutions may
provide you with a signature guarantee, provided that the institution meets
credit standards established by Investor Services: (i) a bank; (ii) a securities
broker or dealer, including a government or municipal securities broker or
dealer, that is a member of a clearing corporation or meets certain net capital
requirements; (iii) a credit union having authority to issue signature
guarantees; (iv) a savings and loan association, a building and loan
association, a cooperative bank, a federal savings bank or association; or (v) a
national securities exchange, a registered securities exchange or a clearing
agency.
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WHO MAY GUARANTEE YOUR SIGNATURE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
THROUGH YOUR BROKER. Your broker may be able to initiate the redemption.
Contact your broker for instructions.
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
ADDITIONAL INFORMATION ABOUT REDEMPTIONS.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
If you have certificates for your shares, you must submit them with your stock
power or a letter of instructions. Unless you specify to the contrary, any
outstanding Class A shares will be redeemed before Class B shares. You may not
redeem certificated shares by telephone.
Due to the proportionately high cost of maintaining small accounts, the Fund
reserves the right to redeem at net asset value all shares in an account which
holds less than $100 (except accounts under retirement plans) and to mail the
proceeds to the shareholder, or the transfer agent may impose an annual fee of
$10.00. No account will be involuntarily redeemed or additional fee imposed, if
the value of the account is in excess of the Fund's minimum initial investment
or if the value of the account falls below the required minimum as a result of
market action. No CDSC will be imposed on involuntary redemptions of shares.
Shareholders will be notified before these redemptions are to be made or this
fee is imposed and will have 30 days to purchase additional shares to bring
their account balance up to the required minimum. Unless the number of shares
acquired by further purchases and dividend reinvestments, if any, exceeds the
number of shares redeemed, repeated redemptions from a smaller account may
eventually trigger this policy.
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</TABLE>
19
<PAGE> 23
ADDITIONAL SERVICES AND PROGRAMS
EXCHANGE PRIVILEGE
If your investment objective changes, or if you wish to achieve further
diversification, John Hancock offers other funds with a wide range of investment
goals. Contact your registered representative or Selling Broker and request a
prospectus for the John Hancock funds that interest you. Read the prospectus
carefully before exchanging your shares. You can exchange shares of each class
of the Fund only for shares of the same class of another John Hancock fund. For
this purpose, John Hancock funds with only one class of shares will be treated
as Class A, whether or not they have been so designated.
- -------------------------------------------------------------------------------
YOU MAY EXCHANGE SHARES OF THE FUND ONLY
FOR SHARES OF THE SAME CLASS OF ANOTHER
JOHN HANCOCK FUND.
- -------------------------------------------------------------------------------
Exchanges between funds with shares that are not subject to a CDSC are based on
their respective net asset values. No sales charge or transaction charge is
imposed. Class B shares of the Fund that are subject to a CDSC may be exchanged
into Class B shares of another John Hancock fund without incurring the CDSC;
however, these shares will be subject to the CDSC schedule of the shares
acquired (except that exchanges into John Hancock Short-Term Strategic Income
Fund, John Hancock Limited-Term Government Fund and John Hancock Adjustable U.S.
Government Trust will be subject to the initial fund's CDSC). For purposes of
computing the CDSC payable upon redemption of shares acquired in an exchange,
the holding period of the original shares is added to the holding period of the
shares acquired in an exchange.
However, if you exchange Class B shares purchased prior to January 1, 1994 for
Class B shares of any other John Hancock fund, you will be subject to the CDSC
schedule in effect on your initial purchase date.
You may exchange Class B shares of the Fund into shares of a John Hancock money
market fund net asset value. However, you will continue to be subject to the
same CDSC upon redemption.
The Fund reserves the right to require you to keep previously exchanged shares
(and reinvested dividends) in the Fund for 90 days before you are permitted to
execute a new exchange. The Fund may also terminate or alter the terms of the
exchange privilege, upon 60 days' notice to shareholders.
An exchange of shares is treated as a redemption of shares of one fund and the
purchase of shares in another for Federal income tax purposes. An exchange may
result in a taxable gain or loss.
When you make an exchange, your account registration in both the existing and
new account must be identical. The exchange privilege is available only in
states where the exchange can be made legally.
Under exchange agreements with John Hancock Funds, certain dealers, brokers and
investment advisers may exchange their clients' Fund shares, subject to the
terms of those agreements and John Hancock Funds' right to reject or suspend
those exchanges at any time. Because of the restrictions and procedures under
those agreements, the exchanges may be subject to timing limitations and other
20
<PAGE> 24
restrictions that do not apply to exchanges requested by shareholders directly,
as described above.
Because Fund performance and shareholders can be hurt by excessive trading, the
Fund reserves the right to terminate the exchange privilege for any person or
group that, in John Hancock Funds' judgment, is involved in a pattern of
exchanges that coincide with a "market timing" strategy that may disrupt the
Fund's ability to invest effectively according to its investment objective and
policies, or might otherwise affect the Fund and its shareholders adversely. The
Fund may also temporarily or permanently terminate the exchange privilege for
any person who makes seven or more exchanges out of the Fund per calendar year.
Accounts under common control or ownership will be aggregated for this purpose.
Although the Fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time.
BY TELEPHONE
1. When you complete the application for your initial purchase of Fund shares,
you automatically authorize exchanges by telephone unless you check the box
indicating that you do not wish to authorize telephone exchanges.
2. Call 1-800-225-5291. Have the account number of your current fund and the
exact name in which it is registered available to give to the telephone
representative.
3. Your name, the account number, taxpayer identification number applicable to
the account and other relevant information may be requested. In addition,
telephone instructions are recorded.
IN WRITING
1. In a letter, request an exchange and list the following:
-- the name and class of the Fund whose shares you currently own
-- your account number
-- the name(s) in which the account is registered
-- the name of the fund in which you wish your exchange to be invested
-- the number of shares, all shares or dollar amount you wish to exchange
Sign your request exactly as the account is registered.
2. Mail the request and information to:
John Hancock Investor Services Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
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<PAGE> 25
REINVESTMENT PRIVILEGE
1. You will not be subject to a sales charge on Class A shares reinvested in
shares of any John Hancock fund that is otherwise subject to a sales charge
as long as you reinvest within 120 days from the redemption date. If you paid
a CDSC upon a redemption, you may reinvest at net asset value in the same
class of shares from which you redeemed within 120 days. Your account will be
credited with the amount of the CDSC previously charged, and the reinvested
shares will continue to be subject to a CDSC. For purposes of computing the
CDSC payable upon a subsequent redemption, the holding period of the shares
acquired through reinvestment will include the holding period of the redeemed
shares.
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IF YOU REDEEM SHARES OF THE FUND, YOU MAY
BE ABLE TO REINVEST ALL OR PART OF THE
PROCEEDS IN THE FUND OR ANOTHER JOHN
HANCOCK FUND WITHOUT PAYING AN ADDITIONAL
SALES CHARGE.
- -------------------------------------------------------------------------------
2. Any portion of your redemption may be reinvested in Fund shares or in shares
of any of the other John Hancock funds, subject to the minimum investment
limit of that fund.
3. To reinvest, you must notify Investor Services in writing. Include the Fund's
name, the account number and class from which your shares were originally
redeemed.
SYSTEMATIC WITHDRAWAL PLAN
1. You can elect the Systematic Withdrawal Plan at any time by completing the
Account Privileges Application which is attached to this Prospectus. You can
also obtain this application by calling your registered representative or by
calling 1-800-225-5291.
2. To be eligible, you must have at least $5,000 in your account.
- -------------------------------------------------------------------------------
YOU CAN PAY ROUTINE BILLS FROM YOUR
ACCOUNT, OR MAKE PERIODIC DISBURSEMENTS OF
FUNDS FROM YOUR RETIREMENT ACCOUNT TO
COMPLY WITH IRS REGULATIONS.
- -------------------------------------------------------------------------------
3. Payments from your account can be made monthly, quarterly, semi-annually or
annually or on a selected monthly basis to yourself or any other designated
payee.
4. There is no limit on the number of payees you may authorize, but all payments
must be made at the same time or intervals.
5. It is not advantageous to maintain a Systematic Withdrawal Plan concurrently
with purchases of additional Class A or Class B shares, because you may be
subject to initial sales charges on your purchases of Class A shares or to a
CDSC on your redemptions of Class B shares. In addition, your redemptions are
taxable events.
6. Redemptions will be discontinued if the U.S. Postal Service cannot deliver
your checks or if deposits to a bank account are returned for any reason.
22
<PAGE> 26
MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)
1. You can authorize an investment to be automatically withdrawn each month from
your bank for investment in Fund shares under the "Automatic Investing" and
"Bank Information" sections of the Account Privileges Application.
- -------------------------------------------------------------------------------
YOU CAN MAKE AUTOMATIC INVESTMENTS AND
SIMPLIFY YOUR INVESTING.
- -------------------------------------------------------------------------------
2. You can also authorize automatic investment through payroll deduction by
completing the "Direct Deposit Investing" section of the Account Privileges
Application.
3. You can terminate your Monthly Automatic Accumulation Program plan at any
time.
4. There is no charge to you for this program, and there is no cost to the Fund.
5. If you have payments being withdrawn from a bank account and we are notified
that the account has been closed, your withdrawals will be discontinued.
GROUP INVESTMENT PROGRAM
1. An individual account will be established for each participant, but the
initial sales charge for Class A shares will be based on the aggregate dollar
amount of all participants' investments. To determine how to qualify for this
program, contact your registered representative or call 1-800-225-5291.
- -------------------------------------------------------------------------------
ORGANIZED GROUPS OF AT LEAST FOUR PERSONS
MAY ESTABLISH ACCOUNTS.
- -------------------------------------------------------------------------------
2. The initial aggregate investment of all participants in the group must be at
least $250.
3. There is no additional charge for this program. There is no obligation to
make investments beyond the minimum, and you may terminate the program at any
time.
RETIREMENT PLANS
1. You may use the Fund as a funding medium for various types of qualified
retirement plans, including Individual Retirement Accounts, Keough Plans
(H.R. 10), Pension and Profit Sharing Plans (including 401(k) Plans), Tax
Sheltered Annuity Retirement Plans (403(b) Plans) and 457 Plans.
2. The initial investment minimum or aggregate minimum for any of the above
plans is $250. However, accounts being established as group IRA, SEP, SARSEP,
TSA, 401(k) and 457 Plans will be accepted without an initial minimum
investment.
INVESTMENTS, TECHNIQUES AND RISK FACTORS
Unless otherwise specified, each of the Fund's investment practices described in
this section is a non-fundamental policy and may be changed by the Trustees
without shareholder approval.
RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest up to 10% of its total
assets in illiquid investments, which include repurchase agreements maturing in
more than seven days, certain over-the-counter options, certain stripped mort-
23
<PAGE> 27
gage-backed securities, certain restricted securities and securities that are
not readily marketable. The Fund may also invest up to 10% of its total assets
in restricted securities, including restricted securities eligible for resale to
certain institutional investors pursuant to Rule 144A under the Securities Act
of 1933. The Fund's limitations regarding restricted and illiquid securities are
fundamental policies.
SHORT-TERM TRADING AND PORTFOLIO TURNOVER. Short-term trading means the
purchase and subsequent sale of a security after it has been held for a
relatively brief period of time. Short-term trading may have the effect of
increasing portfolio turnover rate. Short-term trading of fixed-income
securities should not increase direct transaction costs since fixed-income
securities are normally traded on a principal basis without commissions. The
Fund may engage in short-term trading in response to changes in interest rates
or other economic trends and developments, or to take advantage of yield
disparities between various securities in which the Fund may invest in order to
improve income. Short-term trading may increase portfolio turnover. A rate of
turnover of 100% would occur if the value of the lesser of purchases and sales
of portfolio securities for a particular year equaled the average monthly value
of portfolio securities owned during the year (excluding short-term securities).
A high rate of portfolio turnover (100% or more) may, under certain
circumstances, make it more difficult for the Fund to qualify as a regulated
investment company under the Code. The Fund's portfolio turnover rate is set
forth in the table under "Financial Highlights."
OPTIONS AND FUTURES TRANSACTIONS. The Fund may buy options contracts on debt
securities and buy and sell financial futures contracts and options on futures
contracts. Options and futures contracts are bought and sold to manage the
Fund's exposure to changing interest rates and security prices. Some options and
futures strategies, including selling futures and buying puts, tend to hedge the
Fund's investment against price fluctuations. Buying futures and calls tends to
increase market exposure. However, as a fundamental policy, the Fund may buy and
sell futures contracts and related options only for hedging purposes. In
addition, as a non-fundamental policy, the Fund will not invest in put and call
options if, as a result, the amount of premiums paid for such options then
outstanding would exceed 10% of the Fund's total assets. Options and futures may
be combined with each other or with forward contracts in order to adjust the
risk and return characteristics of the overall strategy. The Fund may invest in
options on debt securities and futures based on securities or indices, including
options and futures traded on an exchange or board of trade and options not
traded on exchanges.
Options and futures can be volatile investments and involve certain risks. If
the Adviser applies a hedge at an inappropriate time or judges market conditions
incorrectly, options and futures strategies may lower the Fund's return. The
Fund could also experience losses if the prices of its options and futures
positions were poorly correlated with its other investments or if it could not
close out its positions because of an illiquid secondary market. Options and
futures do not pay interest but may produce capital gains or losses.
24
<PAGE> 28
The Fund is authorized to, but presently does not intend to, engage in certain
investment techniques involving the sale of covered call and secured put options
for the purpose of generating additional income. (See the Statement of
Additional Information for a discussion of these techniques.) In addition, the
Fund will not engage in such transactions without first having given
shareholders written notice at least 60 days in advance thereof.
The Fund will not engage in a transaction in futures or options on futures if,
immediately thereafter, the sum of initial margin deposits and premiums required
to establish positions in futures contracts and options on futures would exceed
5% of the Fund's net assets. The loss incurred by the Fund investing in futures
contracts and writing options on futures is potentially unlimited. The Fund's
transactions in options and futures contracts may be limited by the requirements
of the Code for qualification as a regulated investment company. See "Derivative
Investments" below and the Statement of Additional Information for a further
discussion of options and futures transactions, including tax effects and
investment risks.
LENDING OF SECURITIES AND REPURCHASE AGREEMENTS. For the purpose of realizing
additional income, the Fund may lend to broker-dealers portfolio securities
amounting to not more than 33 1/3% of its total assets taken at current value.
The Fund may also enter into repurchase agreements. In a repurchase agreement,
the Fund buys a security subject to the right and obligation to sell it back to
the issuer at the same price plus accrued interest. Repurchase agreements
maturing in more than seven (7) days will be subject to the Fund's restriction
regarding illiquid securities.
These transactions must be fully collateralized at all times. The Fund may
reinvest any cash collateral in short-term liquid debt securities. However,
these transactions may involve some credit risk to the Fund if the other party
should default on its obligation and the Fund is delayed in or prevented from
recovering the collateral. Securities loaned by the Fund will remain subject to
fluctuations of market value.
SECURITIES TRANSACTIONS SUBJECT TO DELAYED SETTLEMENT. The Fund may from time
to time commit to purchase securities for which the normal settlement date
occurs later than the settlement date which is normal for U.S. Treasury
obligations. The payment and interest rate received on such securities are fixed
at the time the buyer enters into the commitment. Although the Fund will enter
into commitments to purchase such securities only with the intention of actually
acquiring the securities, the Fund may sell these securities before the
settlement date. Securities purchased on a when-issued basis can involve a risk
that the yields available in the market when delivery takes place may be higher
than those obtained in the transaction itself. There are no limitations on the
percentage of the Fund's assets which may be invested in such securities.
However, it is not expected that more than 10% of the Fund's assets would be so
invested at any time.
MORTGAGE "DOLLAR ROLL" TRANSACTIONS. The Fund may enter into mortgage "dollar
roll" transactions with selected banks and broker-dealers pursuant to which the
Fund sells mortgage-backed securities and simultaneously contracts to
25
<PAGE> 29
repurchase substantially similar (same type, coupon and maturity) securities on
a specified future date. The Fund will only enter into covered rolls. A "covered
roll" is a specific type of dollar roll for which there is an offsetting cash
position or a cash equivalent security position which matures on or before the
forward settlement date of the dollar roll transaction.
REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse repurchase
agreements which involve the sale of a security by the Fund to a bank or
securities firm and its agreement to repurchase the instrument at a specified
time and price plus an agreed amount of interest. The Fund will use the proceeds
to purchase other investments. Reverse repurchase agreements are considered to
be borrowings by the Fund and, as an investment practice, may be considered
speculative.
Thus, the Fund will enter into a reverse repurchase agreement only when the
Adviser determines that the interest income to be earned from the investment of
the proceeds is greater than the interest expense and associated risks of the
transaction. To minimize various risks associated with reverse repurchase
agreements, the Fund will establish and maintain with the Custodian a separate
account consisting of cash or liquid, high grade debt securities in an amount at
least equal to the repurchase prices of the securities (plus any accrued
interest thereon) under such agreements. Although the Fund's investment
restrictions provide that the Fund would not enter into reverse repurchase
agreements exceeding in the aggregate 33 1/3 of the value of its net assets
(including, for this purpose, other borrowings of the Fund), this limitation
shall not exceed 20% of the Fund's total assets. The Fund will enter into
reverse repurchase agreements only with selected registered broker/dealers or
with federally insured banks or savings and loan associations which are approved
in advance as being creditworthy by the Trustees. Under procedures established
by the Trustees, the Adviser will monitor the creditworthiness of the firms
involved.
ZERO COUPON BONDS. The Fund may invest in zero coupon U.S. Treasury securities,
such as (i) U.S. Treasury bills, and both notes and bonds which have been
stripped of their unmatured interest coupons and receipts or (ii) certificates
representing interests in such stripped obligations. A zero coupon security pays
no interest in cash to its holder during its life although interest is accrued
currently for federal income tax purposes. Its value to an investor consists of
the difference between its face value at the time of maturity and the price for
which it was acquired, which is generally an amount significantly less than its
face value (sometimes referred to as a "deep discount" price). Investing in
"zero coupon" U.S. Treasury securities may help to preserve capital during
periods of declining interest rates. For example, if interest rates decline,
GNMA Certificates owned by the Fund which were purchased at greater than par are
more likely to be prepaid, which would cause a loss of principal. In
anticipation of this, the Fund might purchase zero coupon U.S. Treasury
securities, the value of which would be expected to increase when interest rates
decline. Zero coupon U.S. Treasury securities do not entitle the holder to any
periodic payments of interest prior to maturity. Accordingly, such securities
usually trade at a deep discount from their face or par value and will be
subject to greater fluctuations of market value in response to changing interest
rates than debt
26
<PAGE> 30
obligations of comparable maturities which make periodic distributions of
interest. On the other hand, because there are no periodic interest payments to
be reinvested prior to maturity, zero coupon securities eliminate the
reinvestment risk and lock in a rate of return to maturity. Current federal tax
law requires that a holder (such as the Fund) of a zero coupon security accrue a
portion of the discount at which the security was purchased as income each year
even though the Fund receives no interest payment in cash on the security during
the year. In order to satisfy the income distribution requirements applicable to
regulated investment companies under the Code, the Fund may therefore be
required to obtain cash for distribution corresponding to such accrued income by
selling portfolio securities, possibly under disadvantageous circumstances, or
through borrowing.
MORTGAGE-BACKED SECURITIES. Mortgage-backed securities represent participation
interests in pools of adjustable and fixed mortgage loans. Unlike conventional
debt obligations, mortgage-backed securities provide monthly payments derived
from the monthly interest and principal payments (including any prepayments)
made by the individual borrowers on the pooled mortgage loans. The mortgage
loans underlying mortgage-backed securities are generally subject to a greater
rate of principal prepayments in a declining interest rate environment and to a
lesser rate of principal prepayments in an increasing interest rate environment.
Under certain interest and prepayment rate scenarios, the Fund may fail to
recover the full amount of its investment in mortgage-backed securities
notwithstanding any direct or indirect governmental or agency guarantee. Since
faster than expected prepayments must usually be invested in lower yielding
securities, mortgage-backed securities are less effective than conventional
bonds in "locking in" a specified interest rate. Conversely, in a rising
interest rate environment, a declining prepayment rate will extend the average
life of many mortgage-backed securities. This possibility is often referred to
as extension risk. Extending the average life of a mortgage-backed security
increases the risk of depreciation due to future increases in market interest
rates.
The Fund's investments in mortgage-backed securities may include conventional
mortgage pass-through securities, stripped mortgage-backed securities ("SMBS")
and certain classes of multiple class collateralized mortgage obligations
("CMOs" and "REMICs"). REMICs own mortgages and elect REMIC status under the
Code and are similar to CMOs in that they are generally divided into several
classes; however, they represent interests in the pool of mortgages typically
held in a trust. The Fund may acquire "regular" interests in REMICs but does not
intend to acquire "residual" interests in REMICs. Examples of SMBS include
interest only and principal only securities. Senior CMO classes will typically
have priority over residual CMO classes as to the receipt of principal and/or
interest payments on the underlying mortgages.
The CMO classes in which the Fund may invest include sequential and parallel pay
CMOs, including planned amortization class ("PAC") and target amortization class
("TAC") securities. The Fund may also invest in the floating rate mortgage-
backed securities listed under "Indexed Securities."
27
<PAGE> 31
STRIPPED MORTGAGE-BACKED SECURITIES. The Fund may invest up to 10% of its total
assets in stripped mortgage-related and mortgage-backed securities ("Stripped
Mortgage Securities"). Stripped Mortgage Securities are derivative multiclass
mortgage securities that are issued by agencies or instrumentalities of the U.S.
Government, or by private originators of, or investors in, mortgage loans,
including mortgage banks, commercial banks, investment banks and special purpose
subsidiaries of the foregoing. Stripped Mortgage Securities are usually
structured with two classes that receive different proportions of the interest
and principal distributions on a pool of mortgage assets. A common type of
Stripped Mortgage Securities will have one class receiving some of the interest
and most of the principal from the mortgage assets, while the other class will
receive most of the interest and the remainder of the principal. In the most
extreme case, one class will receive all of the interest (the interest-only or
"IO" class), while the other class will receive all of the principal (the
principal-only or "PO" class). The yield to maturity on an IO class is extremely
sensitive to the rate of principal payments (including prepayments) on the
related underlying mortgage assets, and a rapid rate of principal payments may
have a material adverse effect on the securities' yield to maturity. If the
underlying mortgage assets experience greater than anticipated prepayments of
principal, the Fund may fail to recoup fully its initial investment in an IO.
Furthermore, if the underlying mortgage assets experience slower than
anticipated prepayments of principal, the yield of a PO will be affected more
severely than would be the case with a traditional mortgage-backed security. IOs
and POs have exhibited large price changes in response to changes in interest
rates and are considered to be volatile in nature.
INDEXED SECURITIES. The Fund may invest in indexed securities. The interest
rate or, in some cases, the principal payable at the maturity of an indexed
security may change positively or inversely in relation to one or more interest
rates, financial indices or other financial indicators ("reference prices"). An
indexed security may be leveraged to the extent that the magnitude of any change
in the interest rate or principal payable on an indexed security is a multiple
of the change in the reference price. Thus, indexed securities may decline in
value due to adverse market changes in reference prices.
The indexed securities purchased by the Fund may include IO and PO securities,
floating rate securities linked to the Cost of Funds Index ("COFI floaters"),
other "lagging rate" floating rate securities, floating rate securities that are
subject to a maximum interest rate ("capped floaters"), leveraged floating rate
securities ("super floaters"), leveraged inverse floating rate securities
("inverse floaters"), dual index floaters and range floaters.
RISKS OF MORTGAGE-BACKED AND INDEXED SECURITIES. Different types of derivative
debt securities are subject to different combinations of prepayment, extension,
interest rate and/or other market risks. Conventional mortgage pass-through
securities and sequential pay CMOs are subject to all of these risks, but are
typically not leveraged. PACs, TACs and other senior classes of sequential and
parallel pay CMOs involve less exposure to prepayment, extension and interest
rate risk than other mortgage-backed securities, provided that prepayment rates
remain within expected prepayment ranges or "collars."
28
<PAGE> 32
The risk of early prepayments is the primary risk associated with mortgage IOs,
super floaters and other leveraged floating rate mortgage-backed securities. The
primary risks associated with COFI floaters, other "lagging rate" floaters,
capped floaters, inverse floaters, POs and leveraged inverse IOs are the
potential extension of average life and/or depreciation due to rising interest
rates. The residual classes of CMOs are subject to both prepayment and extension
risk.
Other types of floating rate derivative debt securities present more complex
types of interest rate risks. For example, range floaters are subject to the
risk that the coupon will be reduced to below market rates if a designated
interest rate floats outside of a specified interest rate band or collar. Dual
index or yield curve floaters are subject to depreciation in the event of an
unfavorable change in the spread between two designated interest rates.
RISKS ASSOCIATED WITH OPTIONS, FUTURES AND OTHER DERIVATIVE INSTRUMENTS. The
risks associated with the Fund's transactions in options, futures and other
derivative instruments may include some or all of the following:
Market Risks. Options and futures transactions, as well as other derivative
instruments, involve the risk that the applicable market will move against the
Fund's derivative position and that the Fund will incur a loss. For derivative
contracts other than purchased options, this loss may exceed the amount of the
initial investment made or the premium received by the Fund. Investments in
mortgage-backed and indexed securities are subject to the prepayment, extension,
interest rate and other market risks described above.
Leverage and Volatility Risk. Derivative instruments may increase or leverage
the Fund's exposure to a particular market risk, which may increase the
volatility of the Fund's net asset value. The Fund may partially offset the
leverage inherent in derivative instruments by maintaining a segregated account
consisting of cash and liquid, high grade debt securities, by holding offsetting
portfolio securities or currency positions or by covering written options.
Correlation Risk. A Fund's success in using derivative instruments to hedge
portfolio assets depends on the degree of price correlation between the
derivative instrument and the hedged asset. Imperfect correlation may be caused
by several factors, including temporary price disparities among the trading
markets for the derivative instruments, the assets underlying the derivative
instrument and the Fund's portfolio assets.
Credit Risk. Over-the-counter instruments involve a risk that the issuer or
counterparty will fail to perform its contractual obligations.
Liquidity and Valuation Risk. Some derivative instruments are not readily
marketable or may become illiquid under adverse market conditions. In addition,
during periods of extreme market volatility, and exchange may suspend or limit
trading in an exchange-traded derivative instrument, which may make the contract
temporarily illiquid and difficult to price. The staff of the SEC takes the
position that certain over-the-counter options are subject to the Fund's 10%
limit on illiquid investments. The Fund's ability to terminate over-the-counter
derivative instruments may
29
<PAGE> 33
depend on the cooperation of the counterparties to these instruments. For
derivative instruments that are not heavily traded, the only source of price
quotations may be the selling dealer or counterparty.
LEVERAGE. The use of reverse repurchase agreements and mortgage dollar rolls
involves leverage. Leverage allows any investment gains made with the additional
monies received (in excess of the costs of the mortgage dollar roll or the
reverse repurchase agreement) to increase the net asset value of the Fund's
shares faster than would otherwise be the case. On the other hand, if the
additional monies received are invested in ways that do not fully recover the
costs of such transactions to the Fund, the net asset value of the Fund would
fall faster than would otherwise be the case.
30
<PAGE> 34
(NOTES)
<PAGE> 35
JOHN HANCOCK
JOHN HANCOCK GOVERNMENT
GOVERNMENT SECURITIES TRUST SECURITIES
TRUST
INVESTMENT ADVISER
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts
02199-7603
PRINCIPAL DISTRIBUTOR
John Hancock Funds, Inc.
101 Huntington Avenue CLASS A AND CLASS B SHARES
Boston, Massachusetts PROSPECTUS
02199-7603 MAY 15, 1995
CUSTODIAN A MUTUAL FUND SEEKING TO
Investors Bank & Trust Company OBTAIN A HIGH LEVEL OF
24 Federal Street CURRENT INCOME CONSISTENT
Boston, Massachusetts 02110 WITH SAFETY OF PRINCIPAL.
TRANSFER AGENT
John Hancock Investor Services
Corporation
P.O. Box 9116
Boston, Massachusetts
02205-9116
INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
HOW TO OBTAIN INFORMATION
ABOUT THE FUND
For Service Information
For Telephone Exchange call 1-800-225-5291
For Investment-by-Phone
For Telephone Redemption
101 HUNTINGTON AVENUE
For TDD call 1-800-554-6713 BOSTON, MASSACHUSETTS 02199-7603
TELEPHONE 1-800-225-5291
T100P 5/95 (LOGO) Printed on Recycled Paper
<PAGE> 36
JOHN HANCOCK
INVESTMENT QUALITY
BOND FUND
CLASS A AND CLASS B SHARES
PROSPECTUS
MAY 15, 1995
<TABLE>
- ---------------------------------------------------------------------------------------------
TABLE OF CONTENTS
<CAPTION>
Page
----
<S> <C>
Expense Information................................................................... 2
The Fund's Financial Highlights....................................................... 3
Investment Objective and Policies..................................................... 4
Organization and Management of the Fund............................................... 7
Alternative Purchase Arrangements..................................................... 8
The Fund's Expenses................................................................... 9
Dividends and Taxes................................................................... 10
Performance........................................................................... 11
How to Buy Shares..................................................................... 12
Share Price........................................................................... 14
How to Redeem Shares.................................................................. 20
Additional Services and Programs...................................................... 22
Investments, Techniques and Risk Factors.............................................. 25
</TABLE>
This Prospectus sets forth the information about John Hancock Investment
Quality Bond Fund (the "Fund"), a diversified series of John Hancock Bond Fund
(the "Trust"), that you should know before investing. Please read and retain it
for future reference.
Additional information about the Fund and the Trust has been filed with the
Securities and Exchange Commission (the "SEC"). You can obtain a copy of the
Fund's Statement of Additional Information, dated May 15, 1995 and incorporated
by reference into this Prospectus, free of charge by writing or telephoning:
John Hancock Investor Services Corporation, P.O. Box 9116, Boston, Massachusetts
02205-9116, 1-800-225-5291 (1-800-554-6713 TDD).
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 37
<TABLE>
EXPENSE INFORMATION
The purpose of the following information is to help you to understand the various fees and expenses you will bear, directly
or indirectly, when you purchase Fund shares. The operating expenses included in the table and hypothetical example below are based
on fees and expenses for the Fund's fiscal year ended March 31, 1994 adjusted to reflect current sales charges. Actual fees and
expenses in the future of the Class A and Class B shares may be greater or less than those indicated.
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------- -------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price)......................... 4.50% None
Maximum sales charge imposed on reinvested dividends.................................................. None None
Maximum deferred sales charge......................................................................... None* 5.00%
Redemption fee+....................................................................................... None None
Exchange fee.......................................................................................... None None
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Management fee........................................................................................ 0.60% 0.60%
12b-1 fee**........................................................................................... 0.25% 1.00%
Other expenses***..................................................................................... 0.40% 0.40%
Total Fund operating expenses......................................................................... 1.25% 2.00%
<FN>
* No sales charge is payable at the time of purchase on investments of $1 million or more, but for these investments a
contingent deferred sales charge may be imposed, as described below under the caption "Share Price," in the event of certain
redemption transactions within one year of purchase.
** The amount of the 12b-1 fee used to cover service expenses will be up to 0.25% of the Fund's average net assets, and the
remaining portion will be used to cover distribution expenses.
*** Other Expenses include transfer agent, legal, audit, custody and other expenses.
+ Redemption by wire fee (currently $4.00) not included.
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses for the indicated period of years on a
hypothetical $1,000 investment, assuming 5% annual return:
Class A Shares............................................................... $ 57 $83 $ 111 $189
Class B Shares
-- Assuming complete redemption at end of period......................... $ 70 $93 $ 128 $213
-- Assuming no redemption................................................ $ 20 $63 $ 108 $213
(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)
</TABLE>
The Fund's payment of a distribution fee may result in a long-term shareholder
indirectly paying more than the economic equivalent of the maximum front-end
sales charge permitted under the Rules of Fair Practice of the National
Association of Securities Dealers, Inc.
The management and 12b-1 fees referred to above are more fully explained in
this Prospectus under the caption "The Fund's Expenses" and in the Statement of
Additional Information under the captions "The Trust and Its Management" and
"Distribution Contract."
2
<PAGE> 38
<TABLE>
THE FUND'S FINANCIAL HIGHLIGHTS
The information in the following table of financial highlights for each of the periods ended March 31, 1994, and prior, has
been audited by Ernst & Young LLP, the Fund's independent auditors, whose unqualified report is included in the Statement of
Additional Information. The financial highlights for the six month period ended September 30, 1994 are unaudited. Further
information about the performance of the shares of the Fund is contained in the Fund's Annual and Semi-Annual Reports to
shareholders which may be obtained free of charge by writing or telephoning John Hancock Investor Services Corporation ("Investor
Services"), at the address or telephone number listed on the front page of this Prospectus.
Selected data for shares of the Fund outstanding during the indicated periods is as follows:
<CAPTION>
CLASS A SHARES
------------------------------------------------------------------------------------------
SIX MONTHS
ENDED
SEPT. 30, YEAR ENDED MARCH 31,
1994(2) ----------------------------------------------------------------------------
(UNAUDITED) 1994 1993 1992 1991 1990 1989 1988
---------- ------- -------- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE INCOME AND CAPITAL CHANGES
FOR A SHARE OUTSTANDING DURING EACH
PERIOD:
Net asset value, beginning of
period............................... $8.72 $9.26 $8.93 $8.85 $8.52 $8.77 $9.24 $10.05
INCOME FROM INVESTMENT OPERATIONS
Net investment income................. 0.28 0.71 0.79 0.80 0.85 0.86 0.89 0.75
Net realized and unrealized gain
(loss) on investments................ (0.46) (0.55) 0.31 0.11 0.32 (0.22) (0.51) (0.55)
------- ------- -------- ------- ------- ------- -------- --------
Total from Investment Operations...... (0.18) 0.16 1.10 0.91 1.17 0.64 0.38 0.20
LESS DISTRIBUTIONS
Dividends from net investment
income............................... (0.30) (0.70) (0.77) (0.83) (0.84) (0.89) (0.85) (0.75)
Distributions from realized gains..... -- -- -- -- -- -- -- (0.13)
Distributions in excess of net
investment income.................... (0.03) -- -- -- -- -- -- --
Returns of capital.................... -- -- -- -- -- -- -- (0.13)
------- ------- -------- ------- ------- ------- -------- --------
Total Distributions................... (0.33) (0.70) (0.77) (0.83) (0.84) (0.89) (0.85) (1.01)
------- ------- -------- ------- ------- ------- -------- --------
Net asset value, end of period........ $8.21 $8.72 $9.26 $8.93 $8.85 $8.52 $8.77 $9.24
======= ======= ======== ======= ======= ======= ======== ========
TOTAL RETURN*......................... (2.09)% 1.58% 12.77% 10.72% 14.51% 7.35% 4.39% 2.47%
======= ======= ======== ======= ======= ======= ======== ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to average
net assets........................... 0.65% 1.25% 1.24% 1.36% 1.25% 1.18% 1.16% 1.14%
Ratio of interest expense to average
net assets........................... 0.02% -- 0.07% 0.34% -- -- -- --
------- ------- -------- ------- ------- ------- -------- --------
Ratio of total expenses to average
net assets........................... 0.67% 1.25% 1.31% 1.70% 1.25% 1.18% 1.16% 1.14%
======= ======= ======== ======= ======= ======= ======== ========
Ratio of net investment income to
average net assets................... 3.37% 7.63% 8.47% 8.84% 9.89% 9.64% 9.85% 8.08%
Portfolio turnover.................... 111% 242% 191% 316% 134% 162% 173% 189%
Net Assets, end of period (in
thousands)........................... $86,994 $95,601 $111,836 $96,516 $84,039 $88,521 $108,416 $131,682
Debt outstanding at end of period
(in thousands)(1).................... $14,079 $0 $0 $6,496 -- -- -- --
Average daily amount of debt
outstanding during the period (in
thousands)(1)........................ $885 $70 $2,003 $6,876 -- -- -- --
Average monthly number of shares
outstanding during the period
(in thousands)....................... 11,586 11,907 11,807 10,003 -- -- -- --
Average daily amount of debt
outstanding per share during the
period(1)............................ $0.08 $0.01 $0.17 $0.69 -- -- -- --
<CAPTION>
CLASS B SHARES
-------------------------
SIX MONTHS PERIOD FROM
ENDED JUNE 30, 1993
SEPT. 30, TO MARCH 31,
1987 1986 1985 1994(2) 1994(2)(3)
-------- -------- ------- ---------- -------------
<S> <C> <C> <C> <C> <C>
PER SHARE INCOME AND CAPITAL CHANGES
FOR A SHARE OUTSTANDING DURING EACH
PERIOD:
Net asset value, beginning of
period............................... $ 11.18 $ 9.52 $ 9.26 $8.72 $ 9.31
INCOME FROM INVESTMENT OPERATIONS
Net investment income................. 0.75 0.93 1.02 0.26 0.49
Net realized and unrealized gain
(loss) on investments................ (0.11) 1.87 0.47 (0.46) (0.60)
-------- -------- ------- --------- ---------
Total from Investment Operations...... 0.64 2.80 1.49 (0.20) (0.11)
LESS DISTRIBUTIONS
Dividends from net investment
income............................... (0.75) (0.93) (1.14) (0.28) (0.48)
Distributions from realized gains..... (1.02) (0.21) (0.09) -- --
Distributions in excess of net
investment income.................... -- -- -- (0.02) --
Returns of capital.................... -- -- -- -- --
-------- -------- ------- --------- --------
Total Distributions................... (1.77) (1.14) (1.23) (0.30) (0.48)
-------- -------- ------- --------- --------
Net asset value, end of period........ $10.05 $11.18 $9.52 $8.22 $8.72
======== ======== ======= ========= ========
TOTAL RETURN*......................... 6.51% 31.51% 17.46% (2.37)% (1.51)%
======== ======== ======= ========= ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to average
net assets........................... 1.01% 1.01% 1.01% 1.02% 1.50%
Ratio of interest expense to average
net assets........................... -- -- -- 0.02% --
-------- -------- ------- -------- --------
Ratio of total expenses to average
net assets........................... 1.01% 1.01% 1.01% 1.04% 1.50%
======== ======== ======= ========= ========
Ratio of net investment income to
average net assets................... 7.08% 9.11% 10.97% 3.00% 4.96%
Portfolio turnover.................... 150% 322% 93% 111% 242%
Net Assets, end of period (in
thousands)........................... $161,466 $105,196 $77,999 $7,305 $5,923
Debt outstanding at end of period
(in thousands)(1).................... -- -- -- $14,079 $0
Average daily amount of debt
outstanding during the period (in
thousands)(1)........................ -- -- -- $885 $70
Average monthly number of shares
outstanding during the period
(in thousands)....................... -- -- -- 11,586 11,907
Average daily amount of debt
outstanding per share during the
period(1)............................ -- -- -- $0.08 $0.01
- ---------------
<FN>
(1) Debt outstanding consists of reverse repurchase agreements entered into during the period.
(2) Financial highlights, including total return, have not been annualized.
(3) Portfolio turnover and information regarding debt outstanding are for the year ended March 31, 1994 and are not class specific.
* Total return does not include the effect of the initial sales charge for Class A Shares or the contingent deferred sales
charge for Class B Shares.
</TABLE>
3
<PAGE> 39
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is to earn a high level of current income,
consistent with prudent risk and safety of principal, primarily through
investing in a diversified portfolio of "investment quality" fixed income
securities. Under normal market conditions, the Fund pursues this objective by
investing at least 65% of the value of its total assets in "investment quality"
fixed income securities, which include: (1) U.S. dollar denominated debt
securities of foreign and U.S. issuers which are issued in or outside of the
U.S. and are rated within the three highest quality ratings (AAA, AA or A by
Standard & Poor's Ratings Group ("Standard & Poor's") or Aaa, Aa or A by Moody's
Investors Service, Inc. ("Moody's")); (2) obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities ("U.S. Government
securities"); and (3) high quality money market instruments including short-term
obligations of the U.S. Government or its agencies, certificates of deposit,
bankers' acceptances (each being of investment grade) and commercial paper rated
at least P-1 by Moody's or A-1 by Standard & Poor's. The meanings of the various
ratings are explained in Appendix A to the Statement of Additional Information.
Non-rated securities will also be considered for investment by the Fund when
John Hancock Advisers, Inc. (the "Adviser") believes that the issuer's financial
condition, or the protection afforded by the terms of the securities themselves,
limits the risk to the Fund to a degree comparable to that of rated securities
consistent with the Fund's objective and policies. Because of the uncertainty
inherent in all investments, no assurance can be given that the Fund will
achieve its investment objective.
- -------------------------------------------------------------------------------
THE FUND SEEKS TO PROVIDE A HIGH LEVEL OF
CURRENT INCOME CONSISTENT WITH PRUDENT
RISK AND SAFETY OF PRINCIPAL, PRIMARILY
THROUGH INVESTING IN A DIVERSIFIED
PORTFOLIO OF "INVESTMENT QUALITY" FIXED
INCOME SECURITIES.
- -------------------------------------------------------------------------------
Up to 35% of the value of the Fund's total assets may be held in cash (for
temporary or liquidity purposes such as pending the investment of proceeds of
sales of Fund shares or sales of its portfolio securities) or invested in (1)
publicly offered fixed income securities which are rated lower than the three
highest ratings described above; (2) U.S. dollar denominated foreign fixed
income securities rated lower than the three highest ratings described above;
(3) non-dollar denominated foreign fixed income securities having quality
standards consistent with the Fund's objective and policies; (4) private
placements of fixed income securities so long as such private placements do not
exceed 20% of the Fund's total assets; (5) unrated securities which are
determined by the Adviser to be comparable in quality to securities rated less
than A so long as such unrated securities do not exceed 20% of the Fund's total
assets; (6) taxable municipal securities rated in the four highest ratings
applicable to such securities; (7) convertible fixed income securities within
the four highest ratings applicable to such securities; or (8) money market
instruments that are not of investment grade or rated A-1 or P-1 so long as such
money market investments do not exceed 5% of the Fund's total assets. The Fund
may, from time to time, own common stocks, warrants or other equity securities
as a result of a conversion feature on convertible fixed income securities or as
a result of their being attached to the fixed income security, but does not
intend to make direct purchases of equity securities other than by conversion or
exercise of convertible securities or warrants. As a non-fundamental investment
policy, the Fund will invest, under normal market conditions, at least 65% of
its total assets in corporate and government bonds both domestic and
4
<PAGE> 40
foreign. For purposes of this policy, the term "corporate bonds" is deemed to
mean debt obligations of corporate issuers secured by mortgages or liens on the
property or revenues of the issuers.
The Fund is authorized to invest up to 35% of its assets in both domestic and
foreign debt securities which are rated lower than the three highest ratings
assigned by Standard & Poor's or Moody's; however, the Adviser has determined
that in no event will investments in both domestic and foreign securities rated
lower than BBB by Standard & Poor's or Baa by Moody's ("High Yield/High Risk
Securities") exceed 34% of its assets. Bonds rated BBB by Standard & Poor's or
Baa by Moody's, although of investment quality, may have speculative
characteristics as well. The Fund may invest in securities rated as low as "CCC"
by Standard & Poor's or "Caa" by Moody's only where, in the opinion of the
Adviser, the rating does not reflect the true quality of the credit of the
issuer and is determined by the Adviser to be comparable to securities rated at
least "B" and provided that no more than 5% of the Fund's total assets are
invested in such securities. High yield/high risk securities, also known as
"junk bonds", generally involve greater volatility of price and risk of loss of
principal and income than securities in the higher rating categories and such
securities are considered speculative. See "Investments, Techniques and Risk
Factors" for a discussion of the credit ratings of the debt securities in which
the Fund may invest and their associated risks. The percentage and rating
limitations applicable to the Fund's investments apply at the time of
acquisition of a security based upon the last previous determination of the
Fund's net asset value; any subsequent change in any ratings by a rating service
or change in percentages resulting from market fluctuations or other changes in
total assets will not require elimination of any security from the Fund's
portfolio. However, the Adviser will evaluate and monitor the investment to
determine whether continued investment in the security will assist in meeting
the Fund's investment objective.
When in the opinion of the Adviser, adverse market conditions warrant a
defensive posturing of the Fund's assets, the Fund may temporarily invest all or
a significant portion of its assets in money market instruments, including
commercial paper, certificates of deposit, bankers' acceptances and other
short-term obligations of financial institutions having total assets of at least
$500 million, and short-term obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities, which may include securities
purchased subject to repurchase agreements (see "Investments, Techniques and
Risk Factors").
The Fund may invest, subject to the limitations described above, in debt
obligations of foreign issuers, including those issued by foreign governments
and supranational entities (such as the "World Bank"). While the Fund is
permitted to invest significantly in foreign securities, it intends to maintain
investment emphasis in debt securities of domestic issuers and has undertaken
that it will not invest more than 50% of its total assets in foreign securities
without having first given prior notice to shareholders. Investing in foreign
securities represents a greater degree of risk than investing in domestic
securities. The Fund may also enter into forward foreign currency exchange
contracts for the purchase or sale of foreign
5
<PAGE> 41
currency for hedging purposes. See "Investments, Techniques and Risk Factors --
Foreign Securities and Currency Transactions."
Included among domestic debt obligations eligible for purchase by the Fund are
adjustable and/or variable (floating) rate securities, zero coupon bonds,
mortgage related securities (including stripped securities, collateralized
mortgage obligations and multi-class pass through securities), asset-backed
securities and callable bonds. See "Investments, Techniques and Risk Factors."
The Fund will allocate its investments among a number of industries without
concentration in any particular industry.
In pursuing its investment objective, the Fund may, to the extent described
below, purchase and write put and call options on debt securities. In addition,
the Fund may engage in a variety of other techniques in an attempt to protect
against changes in the general level of interest rates. These techniques consist
of the purchase and sale of interest rate futures contracts and options on such
futures. Options and futures contracts derive their value from an underlying
instrument or index and accordingly are known as "derivatives" or "derivative
contracts." These derivative contracts, as well as other types of derivatives
(such as stripped mortgage-backed securities), involve substantial risk
including higher price volatility, liquidity risk and counterparty risk. These
investment techniques and various policies the Fund may employ in seeking to
achieve its investment objective, such as lending its portfolio securities,
entering into repurchase and reverse repurchase agreements, borrowing funds to
invest in securities, and investing in securities of foreign issuers, as well as
high yield/high risk securities, can involve a greater degree of risk than those
inherent in more conservative investment approaches. The Fund will limit its
investments in stripped mortgage-backed securities to 10% of its total assets.
While the Fund is permitted to invest up to 100% of its net assets in other
derivative securities, it does not expect to invest substantially in derivative
securities. See "Investments, Techniques and Risk Factors" for a discussion of
these techniques and their associated risks.
The value of the securities held by the Fund, and therefore the Fund's net asset
value per share, will fluctuate due to various factors, principally interest
rate changes and the ability of the issuers to pay interest and principal of
these obligations. Generally, a rise in interest rates will result in a decrease
in the Fund's net asset value, while a decline in interest rates will result in
an increase in the Fund's net asset value. Therefore, at the time of redemption,
an investor's shares may be worth more or less than their value at the time of
purchase.
The Fund has adopted certain investment restrictions which are enumerated in
detail in the Statement of Additional Information where they are classified as
fundamental or nonfundamental. The Fund's investment objective and fundamental
policies and restrictions may not be changed without the approval of the Fund's
shareholders. The Fund's non-fundamental policies and restrictions, however, may
be changed by a vote of the Trustees without shareholder approval.
Notwithstanding the Fund's fundamental investment restriction prohibiting
investments in other investment companies, the Fund may, pursuant to an order
granted by the SEC, invest in other investment companies in connection with a
deferred compensation plan for the non-interested Trustees of the John Hancock
funds. There can be no assurance that the Fund will achieve its investment
objective.
- -------------------------------------------------------------------------------
THE FUND FOLLOWS CERTAIN POLICIES WHICH
MAY HELP TO REDUCE INVESTMENT RISK.
- -------------------------------------------------------------------------------
6
<PAGE> 42
The primary consideration in choosing brokerage firms to carry out the Fund's
transactions is execution at the most favorable prices, taking into account the
broker's professional ability and quality of service. Consideration may also be
given to the broker's sales of Fund shares. Pursuant to procedures determined by
the Trustees, the Adviser may place securities transactions with brokers
affiliated with the Adviser. The brokers include Tucker Anthony Incorporated,
Sutro and Company, Inc. and John Hancock Distributors, Inc., which are
indirectly owned by the John Hancock Mutual Life Insurance Company (the "Life
Company"), which in turn indirectly owns the Adviser.
- -------------------------------------------------------------------------------
BROKERS ARE CHOSEN ON BEST PRICE AND
EXECUTION.
- -------------------------------------------------------------------------------
ORGANIZATION AND MANAGEMENT OF THE FUND
The Fund is a diversified series of the Trust, an open-end management investment
company organized as a Massachusetts business trust. The Trust has six series of
shares, one of which is the Fund. The Trust reserves the right to create and
issue a number of series of shares, or funds or classes thereof, which are
separately managed and have different investment objectives. The Trustees have
authorized the issuance of two classes of the Fund, designated Class A and Class
B. The shares of each class represent an interest in the same portfolio of
investments of the Fund. Each class has equal rights as to voting, redemption,
dividends and liquidation. However, each class bears different distribution and
transfer agent fees and other expenses. Also, Class A and Class B shareholders
have exclusive voting rights with respect to their distribution plans. The Trust
is not required to and does not intend to hold annual meetings of shareholders,
although special meetings may be held for such purposes as electing or removing
Trustees, changing fundamental policies or approving a management contract. The
Trust, under certain circumstances, will assist in shareholder communications
with other shareholders.
- -------------------------------------------------------------------------------
THE BOARD OF TRUSTEES ELECTS OFFICERS AND
RETAINS THE INVESTMENT ADVISER WHO IS
RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS
OF THE FUND, SUBJECT TO THE BOARD OF
TRUSTEES' POLICIES AND SUPERVISION.
- -------------------------------------------------------------------------------
The Adviser was organized in 1968 and is a wholly-owned indirect subsidiary of
the Life Company, a financial services company. The Adviser provides the Fund,
and other investment companies in the John Hancock group of funds, with
investment research and portfolio management services. John Hancock Funds, Inc.
("John Hancock Funds") distributes shares for all of the John Hancock mutual
funds through brokers which have arrangements with John Hancock Funds ("Selling
Brokers"). Certain Trust officers are also officers of the Adviser and John
Hancock Funds.
- -------------------------------------------------------------------------------
JOHN HANCOCK ADVISERS, INC. ADVISES
INVESTMENT COMPANIES HAVING AN AGGREGATE
NET ASSET VALUE OF MORE THAN $13 BILLION.
- -------------------------------------------------------------------------------
All investment decisions for the Fund are made by Mr. James Ho, the Fund's
portfolio manager. Mr. Ho is Senior Vice President of the Adviser. He also
manages the John Hancock Sovereign Bond Fund and directs all taxable fixed
income investment management for the Adviser. He has been associated with the
Adviser since 1985.
In order to avoid any conflict with portfolio trades for the Fund, the Adviser
and the Fund have adopted extensive restrictions on personal securities trading
by
[/R]
7
<PAGE> 43
personnel of the Adviser and its affiliates. Some of these restrictions are:
preclearance for all personal trades and a ban on the purchase of initial public
offerings, as well as contributions to specified charities of profits on
securities held for less than 91 days. These restrictions are a continuation of
the basic principle that the interests of the Fund and its shareholders come
first.
ALTERNATIVE PURCHASE ARRANGEMENTS
You can purchase shares of the Fund at a price equal to their net asset value
per share plus a sales charge. At your election, this charge may be imposed
either at the time of the purchase (see "Initial Sales Charge Alternative,"
Class A shares) or on a contingent deferred basis (the "Contingent Deferred
Sales Charge Alternative," Class B shares). If you do not specify on your
account application the class of shares you are purchasing, it will be assumed
that you are investing in Class A shares.
- -------------------------------------------------------------------------------
YOU SHOULD CONSIDER WHICH CLASS OF SHARES
WOULD BE MORE BENEFICIAL TO YOU.
- -------------------------------------------------------------------------------
CLASS A SHARES. If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount of your purchase is $1 million or more.
If you purchase $1 million or more of Class A shares, you will not be subject to
an initial sales charge, but you will incur a sales charge if you redeem your
shares within one year of purchase. Class A shares are subject to ongoing
distribution and service fees at a combined annual rate of up to 0.25% of the
Fund's average daily net assets attributable to the Class A shares. Certain
purchases of Class A shares qualify for reduced initial sales charges. See
"Share Price -- Qualifying for a Reduced Sales Charge."
- -------------------------------------------------------------------------------
INVESTMENTS IN CLASS A SHARES ARE SUBJECT
TO AN INITIAL SALES CHARGE.
- -------------------------------------------------------------------------------
CLASS B SHARES. You will not incur a sales charge when you purchase Class B
shares, but the shares are subject to a sales charge if you redeem them within
six years of purchase (the "contingent deferred sales charge" or the "CDSC").
Class B shares are subject to ongoing distribution and service fees at a
combined annual rate of up to 1.00% of the Fund's average daily net assets
attributable to the Class B shares. Investing in Class B shares permits all of
your dollars to work from the time you make your investment, but the higher
ongoing distribution fee will cause these shares to have higher expenses than
those of Class A shares. To the extent that any dividends are paid by the Fund,
these higher expenses will also result in lower dividends than those paid on
Class A shares.
- -------------------------------------------------------------------------------
INVESTMENTS IN CLASS B SHARES ARE SUBJECT
TO A CONTINGENT DEFERRED SALES CHARGE.
- -------------------------------------------------------------------------------
Class B shares are not available for full-service defined contribution plans
administered by Investor Services or the Life Company that had more than 100
eligible employees at the inception of the Fund account.
FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE
The alternative purchase arrangement allows you to choose the most beneficial
way to buy shares, given the amount of your purchase, the length of time you
expect to hold your shares and other circumstances. You should consider whether,
during the anticipated life of your Fund investment, the CDSC and accumulated
fees on Class B shares would be less than the initial sales charge and
accumulated fees on Class A shares purchased at the same time, and to what
extent this differential would be offset by the Class A shares' lower expenses.
To help you make this determination, the table under the caption "Expense
Information" on the inside cover page of this Prospectus shows examples of the
charges applicable to each class of shares. Class A shares will normally be more
beneficial if you qualify for reduced sales charges. See "Share
Price -- Qualifying for a Reduced Sales Charge."
- -------------------------------------------------------------------------------
YOU SHOULD CONSIDER WHICH CLASS OF SHARES
WOULD BE MORE BENEFICIAL TO YOU.
- -------------------------------------------------------------------------------
8
<PAGE> 44
Class A shares are subject to lower distribution fees and, accordingly, pay
correspondingly higher dividends per share, to the extent any dividends are
paid. However, because initial sales charges are deducted at the time of
purchase, you would not have all of your funds invested initially and,
therefore, would initially own fewer shares. If you do not qualify for reduced
initial sales charges and expect to maintain your investment for an extended
period of time, you might consider purchasing Class A shares. This is because
the accumulated distribution and service charges on Class B shares may exceed
the initial sales charge and accumulated distribution and service charges on
Class A shares during the life of your investment.
Alternatively, you might determine that it is more advantageous to purchase
Class B shares to have all of your funds invested initially. However, you will
be subject to higher distribution and service fees and, for a six-year period, a
CDSC.
In the case of Class A shares, the distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the proceeds
of the initial sales charge and ongoing distribution and service fees. In the
case of Class B shares, the expenses will be paid from the proceeds of the
ongoing distribution and service fees, as well as from the CDSC incurred upon
redemption within six years of purchase. The purpose and function of the Class B
shares' CDSC and ongoing distribution and service fees are the same as those of
the Class A shares' initial sales charge and ongoing distribution and service
fees. Sales personnel distributing the Fund's shares may receive different
compensation for selling each class of shares.
Dividends, if any, on Class A and Class B shares will be calculated in the same
manner, at the same time and on the same day. They also will be in the same
amount, except for differences resulting from each class bearing only its own
distribution and service fees, shareholder meeting expenses and any incremental
transfer agency costs. See "Dividends and Taxes."
THE FUND'S EXPENSES
For managing its investment and business affairs, the Fund pays a monthly fee to
the Adviser which is based on a stated percentage of the Fund's average daily
net assets as follows:
<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
--------------- -----------
<S> <C>
First $75,000,000...................................................... 0.6250%
Next $75,000,000....................................................... 0.5625%
Amount over $150,000,000............................................... 0.5000%
</TABLE>
9
<PAGE> 45
During the Fund's fiscal year ended March 31, 1994, the advisory fee paid by the
Fund to the Fund's former investment adviser was equal to 0.60% of the Fund's
average daily net assets.
The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service fees
at an aggregate annual rate of up to 0.25% of the Class A shares' average daily
net assets and an aggregate annual rate of 1.00% of the Class B shares' average
daily net assets. In each case, up to 0.25% for Class A and Class B shares is
for service expenses and the remaining amount is for distribution expenses. The
distribution fees will be used to reimburse John Hancock Funds for its
distribution expenses, including but not limited to: (i) initial and ongoing
sales compensation to Selling Brokers and others (including affiliates of John
Hancock Funds) engaged in the sale of Fund shares; (ii) marketing, promotional
and overhead expenses incurred in connection with the distribution of Fund
shares; (iii) unreimbursed distribution expenses under the Fund's prior
distribution plans; (iv) distribution expenses incurred by other investment
companies which sell all or substantially all of its assets to, merge or
otherwise engage in a reorganization transaction with the Fund; and (v) with
respect to Class B shares only, interest expenses on unreimbursed distribution
expenses. The service fees will be used to compensate Selling Brokers for
providing personal and account maintenance services to shareholders.
- -------------------------------------------------------------------------------
THE FUND PAYS DISTRIBUTION AND SERVICE
FEES FOR MARKETING AND SALES-RELATED
SHAREHOLDER SERVICING.
- -------------------------------------------------------------------------------
In the event John Hancock Funds is not fully reimbursed for payments it makes or
expenses it incurs under the Class A Plan, these expenses will not be carried
beyond one year from the date they were incurred. Unreimbursed expenses under
the Class B Plan will be carried forward together with interest on the balance
of these unreimbursed expenses. At March 31, 1994, an aggregate of $220,993 of
distribution expenses or 5.15% of the average net assets of the Fund's Class B
shares was not reimbursed or recovered by John Hancock Funds, or the Fund's
prior distributor, through the receipt of deferred sales charges or Rule 12b-1
fees in prior periods.
Information on the Fund's total expenses appears in the Financial Highlights
section of this Prospectus.
DIVIDENDS AND TAXES
DIVIDENDS. The Fund generally declares daily and distributes monthly dividends
representing all or substantially all of its net investment income. The Fund
will distribute net realized long-term and short-term capital gains, if any, at
least annually.
- -------------------------------------------------------------------------------
THE FUND GENERALLY DECLARES DIVIDENDS
DAILY AND DISTRIBUTES THEM MONTHLY.
- -------------------------------------------------------------------------------
Dividends are reinvested in additional shares of your class unless you elect the
option to receive them in cash. If you elect the cash option and the U.S. Postal
Service cannot deliver your checks, your election will be converted to the
reinvestment option. Because of the higher expenses associated with Class B
shares, any dividends on these shares will be lower than those on the Class A
shares. See "Share Price."
10
<PAGE> 46
TAXATION. Dividends from the Fund's net investment income, certain net foreign
exchange gains and net short-term capital gains are taxable to you as ordinary
income and dividends from the Fund's net long-term capital gains are taxable as
long-term capital gains. These dividends are taxable whether you take them in
cash or reinvest in additional shares. Certain dividends may be paid in January
of a given year but may be taxable as if you received them the previous
December.
The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, the Fund will not be
subject to Federal income tax on any net investment income or net realized
capital gains that are distributed to its shareholders within the time period
prescribed by the Code. When you redeem (sell) or exchange shares, you may
realize a taxable gain or loss.
The Fund anticipates that it may be subject to foreign withholding taxes or
other foreign taxes on income (possibly including capital gains) on certain
foreign investments, which will reduce the yield or return from such
investments. The Fund generally does not expect to qualify to pass such taxes
and any associated tax deductions or credits through to its shareholders.
On the account application, you must certify that the social security or other
taxpayer identification number you provide is your correct number and that you
are not subject to backup withholding of Federal income tax. If you do not
provide this information or are otherwise subject to this withholding, the Fund
may be required to withhold 31% of your dividends and the proceeds of
redemptions or exchanges.
In addition to Federal taxes, you may be subject to state, local or foreign
taxes with respect to your investment in and distributions from the Fund.
Non-U.S. shareholders and tax-exempt shareholders are subject to different tax
treatment not described above. A state income (and possibly local income and/or
intangible property) tax exemption is generally available to the extent the
Fund's distributions are derived from interest on (or, in the case of
intangibles taxes, the value of its assets is attributable to) certain U.S.
Government obligations, provided in some states that certain thresholds for
holdings of such obligations and/or reporting requirements are satisfied. You
should consult your tax adviser for specific tax advice.
PERFORMANCE
Yield reflects the Fund's rate of income on portfolio investments as a
percentage of its share price. Yield is computed by annualizing the result of
dividing the net investment income per share over a 30 day period by the maximum
offering price per share on the last day of that period. Yield is also
calculated according to accounting methods that are standardized for all stock
and bond funds. Because yield accounting methods differ from the methods used
for other accounting purposes, the Fund's yield may not equal the income paid on
shares or the income reported in the Fund's financial statements.
- -------------------------------------------------------------------------------
THE FUND MAY ADVERTISE ITS YIELD AND TOTAL
RETURN.
- -------------------------------------------------------------------------------
The Fund's total return shows the overall dollar or percentage change in value
of a hypothetical investment in the Fund, assuming the reinvestment of all
dividends.
11
<PAGE> 47
Cumulative total return shows the Fund's performance over a period of time.
Average annual total return shows the cumulative return divided over the number
of years included in the period. Because average annual total return tends to
smooth out variations in the Fund's performance, you should recognize that it is
not the same as actual year-to-year results.
Both total return and yield calculations for Class A shares generally include
the effect of paying the maximum sales charge (except as shown in "The Fund's
Financial Highlights"). Investments at a lower sales charge would result in
higher performance figures. Total return and yield calculations for Class B
shares reflect the deduction of the applicable CDSC imposed on a redemption of
shares held for the applicable period. All calculations assume that all
dividends are reinvested at net asset value on the reinvestment dates during the
periods. Total return and yield of Class A and Class B shares will be calculated
separately and, because each class is subject to different expenses, the total
return and yield may differ with respect to each class for the same period. The
relative performance of the Class A and Class B shares will be affected by a
variety of factors, including the higher operating expenses attributable to the
Class B shares, whether the Fund's investment performance is better in the
earlier or later portions of the period measured and the level of net assets of
the classes during the period. The Fund will include the total return of Class A
and Class B shares in any advertisement or promotional materials including Fund
performance data. The value of Fund shares, when redeemed, may be more or less
than their original cost. Both yield and total return are historical
calculations and are not an indication of future performance. See "Factors to
Consider in Choosing an Alternative."
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
The minimum initial investment in Class A and Class B shares is $1,000 ($250 for
group investments and retirement plans). Complete the Account Application attached
to this Prospectus. Indicate whether you are purchasing Class A or Class B shares.
If you do not specify which class of shares you are purchasing, Investor Services
will assume that you are investing in Class A shares.
- -------------------------------------------------------------------------------
OPENING AN ACCOUNT
- -------------------------------------------------------------------------------
BY CHECK 1. Make your check payable to John Hancock Investor Services
Corporation ("Investor Services"), P.O. Box 9115, Boston, MA,
02205-9115.
2. Deliver the completed application and check to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- ---------------------------------------------------------------------------------
BY WIRE 1. Obtain an account number by contacting your registered
representative or Selling Broker, or by calling 1-800-225-5291.
2. Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Investment Quality Bond Fund
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
3. Deliver the completed application to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- ---------------------------------------------------------------------------------
</TABLE>
12
<PAGE> 48
- -------------------------------------------------------------------------------
BUYING ADDITIONAL CLASS A AND CLASS B
SHARES
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
MONTHLY 1. Complete the "Automatic Investing" and "Bank Information"
AUTOMATIC sections on the Account Privileges Application designating a
ACCUMULATION bank account from which funds may be drawn.
PROGRAM
(MAAP) 2. The amount you elect to invest will be automatically withdrawn
from your bank or credit union account.
- ---------------------------------------------------------------------------------
BY TELEPHONE 1. Complete the "Invest-By-Phone" and "Bank Information" sections
on the Account Privileges Application designating a bank
account from which your funds may be drawn. Note that in order
to invest by phone, your account must be in a bank or credit
union that is a member of the Automated Clearing House system
(ACH).
2. After your authorization form has been processed, you may
purchase additional Class A or Class B shares by calling
Investor Services toll-free 1-800-225-5291.
3. Give the Investor Services representative the name(s) in which
your account is registered, the Fund name, the class of shares
you own, your account number, and the amount you wish to
invest.
4. Your investment normally will be credited to your account the
business day following your phone request.
- ---------------------------------------------------------------------------------
BY CHECK 1. Either complete the detachable stub included on your account
statement or include a note with your investment listing the
name of the Fund, the class of shares you own, your account
number and the name(s) in which the account is registered.
2. Make your check payable to John Hancock Investor Services
Corporation.
3. Mail the account information and check to:
John Hancock Investor Services Corporation
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or Selling
Broker.
- ---------------------------------------------------------------------------------
BY WIRE Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Investment Quality Bond Fund
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
- ---------------------------------------------------------------------------------
Other Requirements: All purchases must be made in U.S. dollars. Checks written on
foreign banks will delay purchases until U.S. funds are received, and a collection
charge may be imposed. Shares of the Fund are priced at the offering price based
on the net asset value computed after Investor Services receives notification of
the dollar equivalent from the Fund's custodian bank. Wire purchases normally take
two or more hours to complete and, to be accepted the same day, must be received
by 4:00 P.M., New York time. Your bank may charge a fee to wire funds. Telephone
transactions are recorded to verify information. Certificates are not issued
unless a request is made in writing to Investor Services.
- ---------------------------------------------------------------------------------
</TABLE>
You will receive a statement of your account after any transaction that affects
your share balance or registration (statements related to reinvestment of
dividends and automatic investment/withdrawal plans will be sent to you
quarterly). A tax information statement will be mailed to you by January 31 of
each year.
- -------------------------------------------------------------------------------
YOU WILL RECEIVE ACCOUNT STATEMENTS THAT
YOU SHOULD KEEP TO HELP WITH YOUR PERSONAL
RECORDKEEPING.
- -------------------------------------------------------------------------------
13
<PAGE> 49
SHARE PRICE
The net asset value per share ("NAV") is the value of one share. The NAV is
calculated by dividing the net assets of each class by the number of outstanding
shares of that class. The NAV of each class can differ. Securities in the Fund's
portfolio are valued on the basis of market quotations, valuations provided by
independent pricing services or at fair value as determined in good faith
according to procedures approved by the Trustees. Short-term debt investments
maturing within 60 days are valued at amortized cost which the Trustees have
determined approximates market value. Foreign securities are valued on the basis
of quotations from the primary market in which they are traded and are
translated from the local currency into U.S. dollars using current exchange
rates. If quotations are not readily available or, the values have been
materially affected by events occurring after the closing of a foreign market,
assets are valued by a method that the Trustees believes accurately reflects
fair value. The NAV is calculated once daily as of the close of regular trading
on the New York Stock Exchange (generally at 4:00 p.m., New York time) on each
day that the Exchange is open.
- -------------------------------------------------------------------------------
THE OFFERING PRICE OF YOUR SHARES IS THEIR
NET ASSET VALUE PLUS A SALES CHARGE, IF
APPLICABLE, WHICH WILL VARY WITH THE
PURCHASE ALTERNATIVE YOU CHOOSE.
- -------------------------------------------------------------------------------
Shares of the Fund are sold at the offering price based on the NAV computed
after your investment request is received in good order by John Hancock Funds.
If you buy shares of the Fund through a Selling Broker, the Selling Broker must
receive your investment before the close of regular trading on the New York
Stock Exchange and transmit it to John Hancock Funds before its close of
business to receive that day's offering price.
INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES. The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:
<TABLE>
<CAPTION>
COMBINED
SALES CHARGE AS REALLOWANCE REALLOWANCE TO
AMOUNT INVESTED SALES CHARGE AS A PERCENTAGE OF AND SERVICE FEE AS SELLING BROKERS AS
(INCLUDING SALES A PERCENTAGE OF THE AMOUNT A PERCENTAGE OF A PERCENTAGE OF
CHARGE) OFFERING PRICE INVESTED OFFERING PRICE(+) THE OFFERING PRICE(*)
- ------------------- --------------- --------------- ------------------ ---------------------
<S> <C> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.00% 3.76%
$100,000 to $249,999 3.75% 3.90% 3.25% 3.01%
$250,000 to $499,999 2.75% 2.83% 2.30% 2.06%
$500,000 to $999,999 2.00% 2.04% 1.75% 1.51%
$1,000,000 and over 0.00%(**) 0.00%(**) (***) 0.00%(***)
</TABLE>
(*) Upon notice to Selling Brokers with whom it has sales agreements, John
Hancock Funds may reallow an amount up to the full applicable sales
charge. In addition to the reallowance allowed to all Selling Brokers,
John Hancock Funds will pay the following: round trip airfare to a resort
will be offered to each registered representative of a Selling Broker (if
the Selling Broker has agreed to participate) who sells certain amounts of
shares of John Hancock Funds. John Hancock Funds will make these incentive
payments out of its own resources. A Selling Broker to whom substantially
the entire sales charge is reallowed or who receives these incentives may
be deemed to be an underwriter under the Securities Act of 1933. Other
than distribution and service fees, the Fund does not bear distribution
expenses.
14
<PAGE> 50
(**) No sales charge is payable at the time of purchase of Class A shares of $1
million or more, but a CDSC may be imposed in the event of certain
redemption transactions within one year of purchase.
(***) John Hancock Funds may pay a commission and the first year's service fee
(as described in (+) below) to Selling Brokers who initiate and are
responsible for purchases of Class A shares of $1 million or more in
aggregate as follows: 1% on sales to $4,999,999, 0.50% on the next $5
million and 0.25% on $10 million and over.
(+) At the time of sale, John Hancock Funds pays to Selling Brokers the first
year's service fee in advance in an amount equal to 0.25% of the net
assets invested in the Fund at the time of the sale. Thereafter, it pays
the service fee periodically in arrears in an amount up to 0.25% of the
Fund's average annual net assets. Selling Brokers receive the fee as
compensation for providing personal and account maintenance services to
shareholders.
Sales charges ARE NOT APPLIED to any dividends that are reinvested in additional
Class A shares of the Fund.
In addition, John Hancock Funds will pay certain affiliated Selling Brokers at
an annual rate of up to 0.05% of the daily net assets of accounts attributable
to these brokers.
Under certain circumstances described below, investors in Class A shares may be
entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge."
CONTINGENT DEFERRED SALES CHARGE -- INVESTMENTS OF $1 MILLION OR MORE IN CLASS A
SHARES. Purchases of $1 million or more of Class A shares will be made at net
asset value with no initial sales charge, but if the shares are redeemed within
12 months after the end of the calendar month in which the purchase was made
(the CDSC period), a CDSC will be imposed. The rate of the CDSC will depend on
the amount invested as follows:
<TABLE>
<CAPTION>
AMOUNT INVESTED CDSC RATE
--------------- ---------
<S> <C>
$1 million to $4,999,999................................................ 1.00%
Next $5 million to $9,999,999........................................... 0.50%
Amounts of $10 million and over......................................... 0.25%
</TABLE>
Existing full service clients of the Life Company who were group annuity
contract holders as of September 1, 1994, and participant directed defined
contribution plans with at least 100 eligible employees at the inception of the
Fund account may purchase Class A shares with no initial sales charge. However,
if the shares are redeemed within 12 months after the end of the calendar year
in which the purchase was made, a CDSC will be imposed at the above rate.
The CDSC will be assessed on an amount equal to the lesser of the current market
value or the original purchase cost of the redeemed Class A shares. Accordingly,
no CDSC will be imposed on increases in account value above the initial purchase
price, including any distributions which have been reinvested in additional
shares.
15
<PAGE> 51
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
Therefore, it will be assumed that the redemption is first made from any shares
in your account that are not subject to the CDSC. The CDSC is waived on
redemptions in certain circumstances. See "Waiver of Contingent Deferred Sales
Charges" below.
QUALIFYING FOR A REDUCED SALES CHARGE. If you invest more than $100,000 in
Class A shares of the Fund or a combination of funds within the John Hancock
family of funds (except money market funds), you may qualify for a reduced sales
charge on your investments in Class A shares through a LETTER OF INTENTION. You
may also be able to use the ACCUMULATION PRIVILEGE and the COMBINATION PRIVILEGE
to take advantage of the value of your previous investments in Class A shares of
the John Hancock funds in meeting the breakpoints for a reduced sales charge.
For the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE, the applicable sales
charge will be based on the total of:
- -------------------------------------------------------------------------------
YOU MAY QUALIFY FOR A
REDUCED SALES CHARGE ON
YOUR INVESTMENT IN
CLASS A SHARES.
- -------------------------------------------------------------------------------
1. Your current purchase of Class A shares of the Fund.
2. The net asset value (at the close of business on the previous day) of (a) all
Class A shares of the Fund you hold, and (b) all Class A shares of any other
John Hancock funds you hold; and
3. The net asset value of all shares held by another shareholder eligible to
combine his or her holdings with you into a single "purchase."
EXAMPLE:
If you hold Class A shares of a John Hancock fund with a net asset value of
$20,000 and, subsequently, invest $80,000 in Class A shares of the Fund, the
sales charge on this subsequent investment would be 3.75% and not 4.50% (the
rate that would otherwise be applicable to investments of less than $100,000.
See "Initial Sales Charge Alternative -- Class A Shares.")
If you are in one of the following categories, you may purchase Class A shares
of the Fund without paying a sales charge:
- - A Trustee or officer of the Fund; a Director or officer of the Adviser and its
affiliates or Selling Brokers; employees or sales representatives of any of
the foregoing; retired officers, employees or Directors of any of the
foregoing; a member of the immediate family of any of the foregoing; or any
fund, pension, profit sharing or other benefit plan for the individuals
described above.
- -------------------------------------------------------------------------------
CLASS A SHARES MAY BE AVAILABLE WITHOUT A
SALES CHARGE TO CERTAIN INDIVIDUALS AND
ORGANIZATIONS.
- -------------------------------------------------------------------------------
- - Any state, county, city or any instrumentality, department, authority, or
agency of these entities that is prohibited by applicable investment laws from
paying a sales charge or commission when it purchases shares of any registered
investment management company.*
- - A bank, trust company, credit union, savings institution or other type of
depository institution, its trust departments or common trust funds if it is
purchasing $1 million or more for non-discretionary customers or accounts.*
16
<PAGE> 52
- - A broker, dealer or registered investment adviser that has entered into an
agreement with John Hancock Funds providing specifically for the use of Fund
shares in fee-based investment products made available to its clients.
- - A former participant in an employee benefit plan with John Hancock Funds, when
he/she withdraws from his/her plan and transfers any or all of his/her plan
distributions directly to the Fund.
- ------------------
*For investments made under these provisions, John Hancock Funds may make a
payment out of its own resources to the Selling Broker in an amount not to
exceed 0.25% of the amount invested.
Class A shares of the Fund may be purchased without an initial sales charge in
connection with certain liquidation, merger or acquisition transactions
involving other investment companies or personal holding companies.
CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE -- CLASS B SHARES. Class B shares
are offered at net asset value per share without a sales charge so that your
entire initial investment will go to work at the time of purchase. However,
Class B shares redeemed within six years of purchase will be subject to a CDSC
at the rates set forth below. This charge will be assessed on an amount equal to
the lesser of the current market value or the original purchase cost of the
shares being redeemed. Accordingly, you will not be assessed a CDSC on increases
in account value above the initial purchase price, including shares derived from
dividend reinvestment.
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will be assumed that your redemption comes first from shares you have held
beyond the six-year CDSC redemption period or those you acquired through
reinvestment of dividends, and next from the shares you have held the longest
during the six-year period. The CDSC is waived on redemptions in certain
circumstances. See the discussion "Waiver of Contingent Deferred Sales Charges"
below.
EXAMPLE:
You have purchased 100 shares at $10 per share. The second year after your
purchase, your investment's net asset value per share has increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment. If
you redeem 50 shares at this time, your CDSC will be calculated as follows:
<TABLE>
<S> <C>
- - Proceeds of 50 shares redeemed at $12 per share $ 600
- - Minus proceeds of 10 shares not subject to CDSC because they were
acquired through dividend reinvestment (10 X $12) -120
- - Minus appreciation on remaining shares, also not subject to CDSC (40 X
$2) - 80
------
- - Amount subject to CDSC $ 400
</TABLE>
Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with
distribution services connected to the sale of Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without deducting a sales charge at the time of the
purchase.
17
<PAGE> 53
The amount of the CDSC, if any, will vary depending on the number of years from
the time you purchase your Class B shares until the time you redeem them. Solely
for the purposes of determining this holding period, any payments you make
during the month will be aggregated and deemed to have been made on the last day
of the month.
<TABLE>
<CAPTION>
YEAR IN WHICH
CLASS B SHARES CONTINGENT DEFERRED SALES
REDEEMED FOLLOWING CHARGE AS A PERCENTAGE OF
PURCHASE DOLLAR AMOUNT SUBJECT TO CDSC
- ------------------ -----------------------------
<S> <C>
First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter None
</TABLE>
A commission equal to 3.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service fee is paid in advance at the time of sale for the provision of
personal and account maintenance services to shareholders during the twelve
months following the sale, and thereafter the service fee is paid in arrears.
WAIVER OF CONTINGENT DEFERRED SALES CHARGES. The CDSC will be waived on
redemptions of Class B shares and of Class A shares that are subject to a CDSC,
unless indicated otherwise, in these circumstances:
- - Redemptions of Class B shares made under a Systematic Withdrawal Plan (see
"How to Redeem Shares"), as long as your annual redemptions do not exceed 10%
of your account value at the time you establish your Systematic Withdrawal
Plan and 10% of the value of your subsequent investments (less redemptions) in
that account at the time you notify Investor Services. This waiver does not
apply to Systematic Withdrawal Plan redemptions of Class A shares that are
subject to a CDSC.
- -------------------------------------------------------------------------------
UNDER CERTAIN CIRCUMSTANCES, THE CDSC ON
CLASS B AND CERTAIN CLASS A SHARE
REDEMPTIONS WILL BE WAIVED.
- -------------------------------------------------------------------------------
- - Redemptions made to effect distributions from an Individual Retirement Account
either before or after age 59 1/2, as long as the distributions are based on
the life expectancy or the joint-and-last survivor life expectancy of you and
your beneficiary. These distributions must be free from penalty under the
Code.
- - Redemptions made to effect mandatory distributions under the Code after age
70 1/2 from a tax-deferred retirement plan.
- - Redemptions made to effect distributions to participants or beneficiaries from
certain employer-sponsored retirement plans including those qualified under
Section 401(a) of the Code, custodial accounts under Section 403(b)(7) of the
Code and deferred compensation plans under Section 457 of the Code. The waiver
also applies to certain returns of excess contributions made to these plans.
In all cases, the distributions must be free from penalty under the Code.
- - Redemptions due to death or disability.
- - Redemptions made under the Reinvestment Privilege, as described in "Additional
Services and Programs" of this Prospectus.
18
<PAGE> 54
- - Redemptions made pursuant to the Fund's right to liquidate your account if you
have less than $100 invested in the Fund.
- - Redemptions made in connection with certain liquidation, merger or acquisition
transactions involving other investment companies or personal holding
companies.
- - Redemptions from certain IRA and retirement plans that purchased shares prior
to October 1, 1992.
If you qualify for a CDSC waiver under one of these situations, you must notify
Investor Services either directly or through your Selling Broker at the time you
make your redemption. The waiver will be granted once Investor Services has
confirmed that you are entitled to the waiver.
CONVERSION OF CLASS B SHARES. Your Class B shares and an appropriate portion of
reinvested dividends on those shares will be converted into Class A shares
automatically. This will occur no later than the month following eight years
after the shares were purchased and will result in lower annual distribution
fees.
If you exchanged Class B shares into the Fund from another John Hancock fund,
the calculation will be based on the time you purchased the shares in the
original fund. The Fund has been advised that the conversion of Class B shares
to Class A shares should not be taxable for Federal income tax purposes and
should not change a shareholder's tax basis or tax holding period for the
converted shares.
19
<PAGE> 55
HOW TO REDEEM SHARES
You may redeem all or a portion of your shares on any business day. Your shares
will be redeemed at the next NAV calculated after your redemption request is
received in good order by Investor Services, less any applicable CDSC. The Fund
may hold payment until it is reasonably satisfied that investments recently made
by check or Invest-by-Phone have been collected (which may take up to 10
calendar days).
- -------------------------------------------------------------------------------
TO ASSURE ACCEPTANCE OF YOUR REDEMPTION
REQUEST, PLEASE FOLLOW THESE PROCEDURES.
- -------------------------------------------------------------------------------
Once your shares are redeemed, the Fund generally sends you payment on the next
business day. When you redeem your shares, you may realize a taxable gain or
loss depending usually on the difference between what you paid for them and what
you receive for them, subject to certain tax rules. Under unusual circumstances,
the Fund may suspend redemptions or postpone payment for up to seven days or
longer, as permitted by Federal securities laws.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
BY TELEPHONE All Fund shareholders are automatically eligible for the
telephone redemption privilege. Call 1-800-225-5291, from 8:00
A.M. to 4:00 P.M. (New York time), Monday through Friday,
excluding days on which the Exchange is closed. Investor Services
employs the following procedures to confirm that instructions
received by telephone are genuine. Your name, the account number,
taxpayer identification number applicable to the account and
other relevant information may be requested. In addition,
telephone instructions are recorded.
You may redeem up to $100,000 by telephone, but the address on
the account must not have changed for the last thirty days. A
check will be mailed to the exact name(s) and address shown on
the account.
If reasonable procedures, such as those described above, are not
followed, the Fund may be liable for any loss due to unauthorized
or fraudulent telephone instructions. In all other cases, neither
the Fund nor Investor Services will be liable for any loss or
expense for acting upon telephone instructions made in accordance
with the telephone transaction procedures mentioned above.
Telephone redemption is not available for IRAs or other
tax-qualified retirement plans or shares of the Fund that are in
certificated form.
During periods of extreme economic conditions or market changes,
telephone requests may be difficult to implement due to a large
volume of calls. During these times, you should consider placing
redemption requests in writing or use EASI-Line. EASI-Line's
telephone number is 1-800-338-8080.
- ---------------------------------------------------------------------------------
BY WIRE If you have a telephone redemption form on file with the Fund,
redemption proceeds of $1,000 or more can be wired on the next
business day to your designated bank account, and a fee
(currently $4.00) will be deducted. You may also use electronic
funds transfer to your assigned bank account, and the funds are
usually collectible after two business days. Your bank may or may
not charge a fee for this service. Redemptions of less than
$1,000 will be sent by check or electronic funds transfer.
This feature may be elected by completing the "Telephone
Redemption" section on the Account Privileges Application
included with this Prospectus.
- ---------------------------------------------------------------------------------
</TABLE>
20
<PAGE> 56
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
IN WRITING Send a stock power or "letter of instruction" specifying the name
of the Fund, the dollar amount or the number of shares to be
redeemed, your name, class of shares, your account number and the
additional requirements listed below that apply to your
particular account.
- ---------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
TYPE OF REGISTRATION REQUIREMENTS
-------------------- ------------
<S> <C> <C>
Individual, Joint Tenants, Sole A letter of instruction signed (with titles
Proprietorship, Custodial where applicable) by all persons authorized
(Uniform Gifts or Transfer to to sign for the account, exactly as it is
Minors Act), General Partners registered with the signature(s) guaran-
teed.
Corporation, Association A letter of instruction and a corporate
resolution, signed by person(s) authorized
to act on the account with the signature(s)
guaranteed.
Trusts A letter of instruction signed by the
Trustee(s) with the signature(s) guaranteed.
(If the Trustee's name is not registered on
your account, also provide a copy of the
trust document, certified within the last 60
days.)
If you do not fall into any of these registration categories, please call
1-800-225-5291 for further instructions.
- ---------------------------------------------------------------------------------
A signature guarantee is a widely accepted way to protect you and the Fund by
verifying the signature on your request. It may not be provided by a notary
public. If the net asset value of the shares redeemed is $100,000 or less,
John Hancock Funds may guarantee the signature. The following institutions may
provide you with a signature guarantee, provided that the institution meets
credit standards established by Investor Services: (i) a bank; (ii) a
securities broker or dealer, including a government or municipal securities
broker or dealer, that is a member of a clearing corporation or meets certain
net capital requirements; (iii) a credit union having authority to issue
signature guarantees; (iv) a savings and loan association, a building and loan
association, a cooperative bank, a federal savings bank or association; or (v)
a national securities exchange, a registered securities exchange or a clearing
agency.
- -------------------------------------------------------------------------------
WHO MAY GUARANTEE YOUR SIGNATURE.
- -------------------------------------------------------------------------------
THROUGH YOUR BROKER. Your broker may be able to initiate the redemption.
Contact your broker for instructions.
- -------------------------------------------------------------------------------
ADDITIONAL INFORMATION ABOUT REDEMPTIONS.
- -------------------------------------------------------------------------------
If you have certificates for your shares, you must submit them with your stock
power or a letter of instructions. Unless you specify to the contrary, any
outstanding Class A shares will be redeemed before Class B shares. You may not
redeem certificated shares by telephone.
Due to the proportionately high cost of maintaining small accounts, the Fund
reserves the right to redeem at net asset value all shares in an account which
holds less than $100 (except accounts under retirement plans) and to mail the
proceeds to the shareholder, or the transfer agent may impose an annual fee of
$10.00. No account will be involuntarily redeemed or additional fee imposed if
the value of the account is in excess of the Fund's minimum initial investment
or if the value of the account falls below the required minimum as a result of
market action. No CDSC will be imposed on involuntary redemptions of shares.
Shareholders will be notified before these redemptions are to be made or this
fee is imposed and will have 30 days to purchase additional shares to bring
their account balance up to the required minimum. Unless the number of shares
acquired by further purchases and dividend reinvestments, if any, exceeds the
number of shares redeemed, repeated redemptions from a smaller account may
eventually trigger this policy.
- ---------------------------------------------------------------------------------
</TABLE>
21
<PAGE> 57
ADDITIONAL SERVICES AND PROGRAMS
EXCHANGE PRIVILEGE
If your investment objective changes, or if you wish to achieve further
diversification, John Hancock offers other funds with a wide range of investment
goals. Contact your registered representative or Selling Broker and request a
prospectus for the John Hancock funds that interest you. Read the prospectus
carefully before exchanging your shares. You can exchange shares of each class
of the Fund only for shares of the same class of another John Hancock fund. For
this purpose, John Hancock funds with only one class of shares will be treated
as Class A, whether or not they have been so designated.
- -------------------------------------------------------------------------------
YOU MAY EXCHANGE SHARES OF THE FUND ONLY
FOR SHARES OF THE SAME CLASS OF ANOTHER
JOHN HANCOCK FUND.
- -------------------------------------------------------------------------------
Exchanges between funds with shares that are not subject to a CDSC are based on
their respective net asset values. No sales charge or transaction charge is
imposed. Class B shares of the Fund that are subject to a CDSC may be exchanged
into Class B shares of another John Hancock fund without incurring the CDSC;
however, these shares will be subject to the CDSC schedule of the shares
acquired (except that exchanges into John Hancock Short-Term Strategic Income
Fund, John Hancock Limited-Term Government Fund and John Hancock Adjustable U.S.
Government Trust will be subject to the initial fund's CDSC). For purposes of
computing the CDSC payable upon redemption of shares acquired in an exchange,
the holding period of the original shares is added to the holding period of the
shares acquired in an exchange. However, if you exchange Class B shares
purchased prior to January 1, 1994 for Class B shares of any other John Hancock
Fund, you will be subject to the CDSC schedule in effect on your initial
purchase date.
You may exchange Class B shares of the Fund into shares of a John Hancock money
market fund at net asset value. However, you will continue to be subject to the
same CDSC upon redemption.
The Fund reserves the right to require you to keep previously exchanged shares
(and reinvested dividends) in the Fund for 90 days before you are permitted to
execute a new exchange. The Fund may also terminate or alter the terms of the
exchange privilege, upon 60 days' notice to shareholders.
An exchange of shares is treated as a redemption of shares of one fund and the
purchase of shares in another for Federal income tax purposes. An exchange may
result in a taxable gain or loss.
When you make an exchange, your account registration in both the existing and
new account must be identical. The exchange privilege is available only in
states where the exchange can be made legally.
Under exchange agreements with John Hancock Funds, certain dealers, brokers and
investment advisers may exchange their clients' Fund shares, subject to the
terms of those agreements and John Hancock Funds' right to reject or suspend
those exchanges at any time. Because of the restrictions and procedures under
those agreements, the exchanges may be subject to timing limitations and other
22
<PAGE> 58
restrictions that do not apply to exchanges requested by shareholders directly,
as described above.
Because Fund performance and shareholders can be hurt by excessive trading, the
Fund reserves the right to terminate the exchange privilege for any person or
group that, in John Hancock Funds' judgment, is involved in a pattern of
exchanges that coincide with a "market timing" strategy that may disrupt the
Fund's ability to invest effectively according to its investment objective and
policies, or might otherwise affect the Fund and its shareholders adversely. The
Fund may also temporarily or permanently terminate the exchange privilege for
any person who makes seven or more exchanges out of the Fund per calendar year.
Accounts under common control or ownership will be aggregated for this purpose.
Although the Fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time.
BY TELEPHONE
1. When you complete the application for your initial purchase of Fund shares,
you automatically authorize exchanges by telephone unless you check the box
indicating that you do not wish to authorize telephone exchanges.
2. Call 1-800-225-5291. Have the account number of your current fund and the
exact name in which it is registered available to give to the telephone
representative.
3. Your name, the account number, taxpayer identification number applicable to
the account and other relevant information may be requested. In addition,
telephone instructions are recorded.
IN WRITING
1. In a letter, request an exchange and list the following:
-- the name and class of the Fund whose shares you currently own
-- your account number
-- the name(s) in which the account is registered
-- the name of the fund in which you wish your exchange to be invested
-- the number of shares, all shares or dollar amount you wish to exchange
Sign your request exactly as the account is registered.
2. Mail the request and information to:
John Hancock Investor Services Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
23
<PAGE> 59
REINVESTMENT PRIVILEGE
1. You will not be subject to a sales charge on Class A shares reinvested in
shares of any John Hancock fund that is otherwise subject to a sales charge
as long as you reinvest within 120 days from the redemption date. If you paid
a CDSC upon a redemption, you may reinvest at net asset value in the same
class of shares from which you redeemed within 120 days. Your account will be
credited with the amount of the CDSC previously charged, and the reinvested
shares will continue to be subject to a CDSC. For purposes of computing the
CDSC payable upon a subsequent redemption, the holding period of the shares
acquired through reinvestment will include the holding period of the redeemed
shares.
- -------------------------------------------------------------------------------
IF YOU REDEEM SHARES OF THE FUND, YOU MAY
BE ABLE TO REINVEST ALL OR PART OF THE
PROCEEDS IN THE FUND OR ANOTHER JOHN
HANCOCK FUND WITHOUT PAYING AN ADDITIONAL
SALES CHARGE.
- -------------------------------------------------------------------------------
2. Any portion of your redemption may be reinvested in Fund shares or in shares
of any of the other John Hancock funds, subject to the minimum investment
limit of that fund.
3. To reinvest, you must notify Investor Services in writing. Include the Fund's
name, the account number and class from which your shares were originally
redeemed.
SYSTEMATIC WITHDRAWAL PLAN
1. You can elect the Systematic Withdrawal Plan at any time by completing the
Account Privileges Application which is attached to this Prospectus. You can
also obtain this application by calling your registered representative or by
calling 1-800-225-5291.
2. To be eligible, you must have at least $5,000 in your account.
[/R]
3. Payments from your account can be made monthly, quarterly, semi-annually or
annually or on a selected monthly basis to yourself or any other designated
payee.
- -------------------------------------------------------------------------------
YOU CAN PAY ROUTINE BILLS FROM YOUR
ACCOUNT, OR MAKE PERIODIC DISBURSEMENTS OF
FUNDS FROM YOUR RETIREMENT ACCOUNT TO
COMPLY WITH IRS REGULATIONS.
- -------------------------------------------------------------------------------
4. There is no limit on the number of payees you may authorize, but all payments
must be made at the same time or intervals.
5. It is not advantageous to maintain a Systematic Withdrawal Plan concurrently
with purchases of additional Class A or Class B shares, because you may be
subject to initial sales charges on your purchases of Class A shares or to a
CDSC on your redemptions of Class B shares. In addition, your redemptions are
taxable events.
6. Redemptions will be discontinued if the U.S. Postal Service cannot deliver
your checks or if deposits to a bank account are returned for any reason.
MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)
1. You can authorize an investment to be automatically withdrawn each month from
your bank for investment in Fund shares under the "Automatic Investing" and
"Bank Information" sections of the Account Privileges Application.
- -------------------------------------------------------------------------------
YOU CAN MAKE AUTOMATIC INVESTMENTS AND
SIMPLIFY YOUR INVESTING.
- -------------------------------------------------------------------------------
24
<PAGE> 60
2. You can also authorize automatic investment through payroll deduction by
completing the "Direct Deposit Investing" section of the Account Privileges
Application.
3. You can terminate your Monthly Automatic Accumulation Program plan at any
time.
4. There is no charge to you for this program, and there is no cost to the Fund.
5. If you have payments being withdrawn from a bank account and we are notified
that the account has been closed, your withdrawals will be discontinued.
GROUP INVESTMENT PROGRAM
1. An individual account will be established for each participant, but the
initial sales charge for Class A shares will be based on the aggregate dollar
amount of all participants' investments. To determine how to qualify for this
program, contact your registered representative or call 1-800-225-5291.
- -------------------------------------------------------------------------------
ORGANIZED GROUPS OF AT LEAST FOUR PERSONS
MAY ESTABLISH ACCOUNTS.
- -------------------------------------------------------------------------------
2. The initial aggregate investment of all participants in the group must be at
least $250.
3. There is no additional charge for this program. There is no obligation to
make investments beyond the minimum, and you may terminate the program at any
time.
RETIREMENT PLANS
1. You may use the Fund as a funding medium for various types of qualified
retirement plans, including Individual Retirement Accounts, Keough Plans
(H.R. 10), Pension and Profit Sharing Plans (including 401(k) Plans), Tax
Sheltered Annuity Retirement Plans (403(b) Plans) and 457 Plans.
2. The initial investment minimum or aggregate minimum for any of the above
plans is $250. However, accounts being established as group IRA, SEP, SARSEP,
TSA, 401(k) and 457 Plans will be accepted without an initial minimum
investment.
INVESTMENTS, TECHNIQUES AND RISK FACTORS
Unless otherwise specified, each of the Fund's investment practices described in
this section is a non-fundamental policy and may be changed by the Trustees
without shareholder approval.
RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest up to 10% of its total
assets in illiquid investments, which include repurchase agreements maturing in
more than seven days, certain over-the-counter options, certain stripped
mortgage-backed securities, certain restricted securities and securities that
are not readily marketable. The Fund may also invest up to 5% of its total
assets in restricted securities, including restricted securities eligible for
resale to certain institutional investors pursuant to Rule 144A under the
Securities Act of 1933. The Fund's limitation regarding restricted securities is
a fundamental policy.
25
<PAGE> 61
SHORT-TERM TRADING AND PORTFOLIO TURNOVER. Short-term trading means the
purchase and subsequent sale of a security after it has been held for a
relatively brief period of time. Short-term trading may have the effect of
increasing portfolio turnover rate. Short-term trading of fixed-income
securities should not increase direct transaction costs since fixed-income
securities are normally traded on a principal basis without brokerage
commissions. The Fund does not intend to invest for the purpose of seeking
short-term profits. The Fund's portfolio securities may be changed, however,
without regard to the holding period of these securities (subject to certain tax
restrictions), when the Adviser deems that this action will help achieve the
Fund's objective given a change in an issuer's operations or changes in general
market conditions. A rate of turnover of 100% would occur if the value of the
lesser of purchases and sales of portfolio securities for a particular year
equaled the average monthly value of portfolio securities owned during the year
(excluding short-term securities). A high rate of portfolio turnover (100% or
more) may, under certain circumstances, make it more difficult for the Fund to
qualify as a regulated investment company under the Code. The Fund's portfolio
turnover rate is set forth in the table under "Financial Highlights."
FOREIGN SECURITIES AND CURRENCY TRANSACTIONS. Although the Fund is permitted to
invest up to (i) 100% of its total assets in U.S. dollar denominated fixed
income securities, and (ii) 35% of its total assets in non-dollar denominated
fixed income securities of foreign governmental and other foreign issuers, the
Fund will not invest in foreign securities exceeding 50% of its assets without
prior notice to shareholders. In addition, it is anticipated that under normal
conditions no more than 35% of its total assets will be invested in foreign
securities issued in developing countries and no more than 25% of the Fund's
total assets will be invested in securities issued by any one foreign country.
Foreign securities involve certain risk not associated with the investment in
securities of U.S. issuers. These risks include political or economic
instability in the country of the issuer, the difficulty of predicting
international trade patterns, the possibility of imposition of exchange controls
and the risk of currency fluctuations. Such securities may be less liquid or
subject to greater fluctuations in price than securities issued by U.S.
corporations or issued or guaranteed by the U.S. Government, its
instrumentalities or agencies. In addition, there may be less publicly available
information about a foreign company than about a domestic company. Foreign
companies generally are not subject to uniform accounting, auditing and
financial reporting standards comparable to those applicable to domestic
companies. There is generally less government regulation of securities
exchanges, brokers and listed companies abroad than in the U.S. and foreign
transaction costs are generally higher than those associated with U.S.
investments. In addition, the values of foreign securities may be affected by
application of foreign laws (including withholding taxes), changes in
governmental administration of economic or monetary policy in the U.S. or
diplomatic relations with foreign countries. Finally, in the event of a default
of any such foreign debt obligations, it may be more difficult for the Fund to
obtain or to enforce a judgment against the issuers of such securities.
Investing in the fixed-income markets of developing countries (i.e., those that
are in the initial stages of industrialization cycle) involves
26
<PAGE> 62
exposure to economic structures that are generally less diverse and mature, and
to political systems that can be expected to have less stability, than those of
developed countries. Historical experience indicates that the markets of
developing countries have been more volatile than the markets of the more mature
economies of developed countries; however, such markets often have provided high
rates of return to investors.
The Fund may purchase foreign currencies on a spot or forward basis in
conjunction with its investments in foreign securities and to hedge against
fluctuations in foreign currencies. The precise matching of foreign currency
exchange transactions and portfolio securities will not generally be possible
since the future value of such securities in foreign currencies will change as a
consequence of market movements in the value of those securities and it is
impossible to forecast with precision the change in market value of portfolio
securities. Currency hedging does not eliminate fluctuations in the underlying
prices of the securities, but rather establishes a rate of exchange at some
future point in time. Additionally, although these techniques tend to minimize
the risk of loss due to a decline in the value of the hedged currency, they tend
to limit any potential gain which might result from the increase in value of
such currency.
Transactions in foreign securities include currency conversion costs. Foreign
brokerage and custodial costs may be higher than in the United States. See
"Foreign Securities" and "Foreign Currency Transactions" in the Statement of
Additional Information for more information about foreign investments.
OPTIONS AND FUTURES TRANSACTIONS. The Fund may buy and sell options contracts
on debt securities and buy and sell financial futures contracts and options on
futures contracts. Options and futures contracts are bought and sold to manage
the Fund's exposure to changing interest rates and security prices. Some options
and futures strategies, including selling futures and calls and buying puts,
tend to hedge the Fund's investment against price fluctuations. Buying futures
and calls and selling puts tend to increase market exposure. However, as a
fundamental policy, the Fund may buy and sell futures contracts and related
options only for hedging purposes. In addition, as a matter of non-fundamental
policy, the Fund will not invest in a put or call option if as a result the
amount of premiums paid for such options then outstanding would exceed 10% of
the Fund's total assets. Options and futures may be combined with each other or
with forward contracts in order to adjust the risk and return characteristics of
the overall strategy. The Fund may invest in options on debt securities and
futures based on securities or indices, including options and futures traded on
an exchange or board of trade and options not traded on exchanges.
Options and futures can be volatile investments and involve certain risks. If
the Adviser applies a hedge at an inappropriate time or judges market conditions
incorrectly, options and futures strategies may lower the Fund's return. The
Fund could also experience losses if the prices of its options and futures
positions were poorly correlated with its other investments, or if it could not
close out its positions because of an illiquid secondary market. Options and
futures do not pay interest but may produce capital gains or losses.
27
<PAGE> 63
The Fund will not engage in a transaction in futures or options on futures if,
immediately thereafter, the sum of initial margin deposits and premiums required
to establish positions in futures contracts and options on futures would exceed
5% of the Fund's net assets. The loss incurred by the Fund from investing in
futures contracts and writing options on futures is potentially unlimited. The
Fund's transactions in options and futures contracts may be limited by the
requirements of the Code for qualification as a regulated investment company.
See "Derivative Instruments" in this Prospectus and the Statement of Additional
Information for a further discussion of options and futures transactions,
including tax effects and investment risks.
LENDING OF SECURITIES AND REPURCHASE AGREEMENTS. For the purpose of realizing
additional income, the Fund may lend to broker-dealers portfolio securities
amounting to not more than 33 1/3% of its total assets taken at current value.
The Fund may also enter into repurchase agreements. In a repurchase agreement,
the Fund buys a security subject to the right and obligation to sell it back to
the issuer at the same price plus accrued interest. These transactions must be
fully collateralized at all times. The Fund may reinvest any cash collateral in
short-term liquid debt securities. However, these transactions may involve some
credit risk to the Fund if the other party should default on its obligation and
the Fund is delayed in or prevented from recovering the collateral. Securities
loaned by the Fund will remain subject to fluctuations of market value.
MORTGAGE "DOLLAR ROLL" TRANSACTIONS. The Fund may enter into mortgage "dollar
roll" transactions with selected banks and broker-dealers pursuant to which the
Fund sells mortgage-backed securities and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities on a specified
future date. The Fund will only enter into covered rolls. A "covered roll" is a
specific type of dollar roll for which there is an offsetting cash position or a
cash equivalent security position which matures on or before the forward
settlement date of the dollar roll transaction.
REVERSE REPURCHASE AGREEMENTS AND BORROWING. The Fund may enter into reverse
repurchase agreements and borrow money from banks for investment in securities.
Reverse repurchase agreements involve the sale of a security by the Fund to a
bank or securities firm and its agreement to repurchase the instrument at a
specified time and price plus an agreed amount of interest. The Fund will use
the proceeds to purchase other investments. Reverse repurchase agreements are
considered to be borrowings by the Fund and, as an investment practice, may be
considered speculative.
Thus, the Fund will enter into a reverse repurchase agreement only when the
Adviser determines that the interest income to be earned from the investment of
the proceeds is greater than the interest expense and associated risks of the
transaction. To minimize various risks associated with reverse repurchase
agreements, the Fund will establish and maintain with the Custodian a separate
account consisting of cash or liquid, high grade debt securities in an amount at
least equal to the repurchase prices of the securities (plus any accrued
interest thereon) under such agreements. The Fund will not enter into reverse
repurchase agree-
28
<PAGE> 64
ments exceeding in the aggregate 33 1/3% of the value of its net assets
(including for this purpose other borrowings of the Fund). In addition, the
aggregate amount of borrowings (excluding reverse repurchase agreements), on the
date each borrowing is incurred, may not exceed 20% of the Fund's total assets.
The Fund will enter into reverse repurchase agreements only with selected
registered broker/dealers or with federally insured banks or savings and loan
associations which are approved in advance as being creditworthy by the
Trustees. Under procedures established by the Trustees, the Adviser will monitor
the creditworthiness of the firms involved.
ZERO COUPON BONDS. The Fund may invest in zero coupon U.S. Treasury securities,
such as (1) U.S. Treasury bills, and both notes and bonds which have been
stripped of their unmatured interest coupons and receipts or (ii) certificates
representing interests in such stripped obligations. A zero coupon security pays
no interest in cash to its holder during its life although interest is accrued
currently for federal income tax purposes. Its value to an investor consists of
the difference between its face value at the time of maturity and the price for
which it was acquired, which is generally an amount significantly less than its
face value (sometimes referred to as a "deep discount" price). Investing in zero
coupon U.S. Treasury securities may help to preserve capital during periods of
declining interest rates. For example, if interest rates decline, GNMA
Certificates owned by the Fund which were purchased at greater than par are more
likely to be prepaid, which would cause a loss of principal. In anticipation of
this, the Fund might purchase zero coupon U.S. Treasury securities, the value of
which would be expected to increase when interest rates decline. Zero coupon
U.S. Treasury securities do not entitle the holder to any periodic payments of
interest prior to maturity. Accordingly, such securities usually trade at a deep
discount from their face or par value and will be subject to greater
fluctuations of market value in response to changing interest rates than debt
obligations of comparable maturities which make periodic distributions of
interest. On the other hand, because there are no periodic interest payments to
be reinvested prior to maturity, zero coupon securities eliminate the
reinvestment risk and lock in a rate of return to maturity. Current federal tax
law requires that a holder (such as the Fund) of a zero coupon security accrue a
portion of the discount at which the security was purchased as income each year
even though the Fund receives no interest payment in cash on the security during
the year. In order to satisfy the income distribution requirements applicable to
regulated investment companies under the Code, the Fund may therefore be
required to obtain cash for distribution corresponding to such accrued income by
selling portfolio securities, possibly under disadvantageous circumstances, or
through borrowing.
MORTGAGE-BACKED SECURITIES. Mortgage-backed securities represent participation
interests in pools of adjustable and fixed mortgage loans which are guaranteed
by agencies or instrumentalities of the U.S. Government. Unlike conventional
debt obligations, mortgage-backed securities provide monthly payments derived
from the monthly interest and principal payments (including any prepayments)
made by the individual borrowers on the pooled mortgage loans. The mortgage
loans underlying mortgage-backed securities are generally subject to a greater
rate of
29
<PAGE> 65
principal prepayments in a declining interest rate environment and to a lesser
rate of principal prepayments in an increasing interest rate environment. Under
certain interest and prepayment rate scenarios, the Fund may fail to recover the
full amount of its investment in mortgage-backed securities notwithstanding any
direct or indirect governmental or agency guarantee. Since faster than expected
prepayments must usually be invested in lower yielding securities,
mortgage-backed securities are less effective than conventional bonds in
"locking in" a specified interest rate. Conversely, in a rising interest rate
environment, a declining prepayment rate will extend the average life of many
mortgage-backed securities. This possibility is often referred to as extension
risk. Extending the average life of a mortgage-backed security increases the
risk of depreciation due to future increases in market interest rates.
The Fund's investments in mortgage-backed securities may include conventional
mortgage pass-through securities, stripped mortgage-backed securities ("SMBS")
and certain classes of multiple class collateralized mortgage obligations
("CMOs" and "REMICs"). The Fund may acquire "regular" interests in REMICs, but
does not intend to acquire "residual" interests in REMICs. The Fund will not
invest more than 10% of its total assets in SMBS. Examples of SMBS include
interest only and principal only and other illiquid securities. Senior CMO
classes will typically have priority over residual CMO classes as to the receipt
of principal and/or interest payments on the underlying mortgages.
The CMO classes in which the Fund may invest include sequential and parallel pay
CMOs, including planned amortization class ("PAC") and target amortization class
("TAC") securities. The Fund may also invest in the floating rate mortgage-
backed securities listed under "Indexed Securities."
INDEXED SECURITIES. The Fund may invest in indexed securities. The interest
rate or, in some cases, the principal payable at the maturity of an indexed
security may change positively or inversely in relation to one or more interest
rates, financial indices or other financial indicators ("reference prices"). An
indexed security may be leveraged to the extent that the magnitude of any change
in the interest rate or principal payable on an indexed security is a multiple
of the change in the reference price. Thus, indexed securities may decline in
value due to adverse market changes in reference prices.
The indexed securities purchased by the Fund may include interest only ("IO")
and principal only ("PO") securities, floating rate securities linked to the
Cost of Funds Index ("COFI floaters"), other "lagging rate" floating rate
securities, floating rate securities that are subject to a maximum interest rate
("capped floaters"), leveraged floating rate securities ("super floaters"),
leveraged inverse floating rate securities ("inverse floaters"), dual index
floaters and range floaters.
RISKS OF MORTGAGE-BACKED AND INDEXED SECURITIES. Different types of derivative
debt securities are subject to different combinations of prepayment, extension,
interest rate and/or other market risks. Conventional mortgage pass-through
securities and sequential pay CMOs are subject to all of these risks, but are
typically not leveraged. PACs, TACs and other senior classes of sequential and
30
<PAGE> 66
parallel pay CMOs involve less exposure to prepayment, extension and interest
rate risk than other mortgage-backed securities, provided that prepayment rates
remain within expected prepayment ranges or "collars."
The risk of early prepayments is the primary risk associated with mortgage IOs,
super floaters and other leveraged floating rate mortgage-backed securities. The
primary risks associated with COFI floaters, other "lagging rate" floaters,
capped floaters, inverse floaters, POs and leveraged inverse IOs are the
potential extension of average life and/or depreciation due to rising interest
rates. The residual classes of CMOs are subject to both prepayment and extension
risk.
Other types of floating rate derivative debt securities present more complex
types of interest rate risks. For example, range floaters are subject to the
risk that the coupon will be reduced to below market rates if a designated
interest rate floats outside of a specified interest rate band or collar. Dual
index or yield curve floaters are subject to depreciation in the event of an
unfavorable change in the spread between two designated interest rates.
ASSET-BACKED SECURITIES. The Fund may invest in securities that represent
individual interests in pools of consumer loans and trade receivables similar in
structure to mortgage-backed securities. The assets are securitized either in a
pass-through structure (similar to a mortgage pass-through structure) or in a
pay-through structure (similar to the CMO structure). Although the collateral
supporting asset-backed securities generally is of a shorter maturity than
mortgage loans and historically has been less likely to experience substantial
prepayments, no assurance can be given as to the actual maturity of an
asset-backed security because prepayments of principal may be made at any time.
Payments of principal and interest are typically supported by some form of
credit enhancement, such as a letter of credit, surety bond, limited guarantee
by another entity or have a priority to certain of the borrower's other
securities. The degree of credit enhancement varies, and generally applies to
only a fraction of the asset-backed security's par value until exhausted. If the
credit enhancement of an asset-backed security has been exhausted, and if any
required payments of principal and interest are not made with respect to the
underlying loans, the Fund may experience losses or delays in receiving
payments.
Asset-backed securities entail certain risk similar to and in addition to those
presented by mortgage-backed securities (as discussed above). Asset-backed
securities do not have the benefit of the same type of security interest in the
related collateral. Credit card receivables are generally unsecured and a number
of state and federal consumer credit laws give debtors the right to set off
certain amounts owed on the credit cards, thereby reducing the outstanding
balance. In the case of automobile receivables, there is a risk that the holders
may not have either a proper or first security interest in all of the
obligations backing such receivables due to a large number of vehicles involved
in a typical issuance and technical requirements under state laws. Therefore,
recoveries on repossessed collateral may not always be available to support
payments on the securities. For a further discussion of the risks of investing
in asset-backed securities, see the Statement of Additional Information. The
Fund will invest in asset-backed securi-
31
<PAGE> 67
ties only if they are rated at the time of purchase in the two highest grades by
a nationally recognized statistical rating organization.
RISKS ASSOCIATED WITH OPTIONS, FUTURES AND OTHER DERIVATIVE INSTRUMENTS. The
risks associated with the Fund's transactions in options, futures and other
derivative instruments may include some or all of the following:
Market Risk. Options and futures transactions, as well as other derivative
instruments, involve the risk that the applicable market will move against the
Fund's derivative position and that the Fund will incur a loss. For derivative
contracts other than purchased options, this loss may exceed the amount of the
initial investment made or the premium received by the Fund. Investments in
mortgage-backed and indexed securities are subject to the prepayment, extension,
interest rate and other market risks described above.
Leverage and Volatility Risk. Derivative instruments may increase or leverage
the Fund's exposure to a particular market risk, which may increase the
volatility of the Fund's net asset value. The Fund may partially offset the
leverage inherent in derivative instruments by maintaining a segregated account
consisting of cash and liquid, high grade debt securities, by holding offsetting
portfolio securities or currency positions or by covering written options.
Correlation Risk. The Fund's success in using derivative instruments to hedge
portfolio assets depends on the degree of price correlation between the
derivative instrument and the hedged asset. Imperfect correlation may be caused
by several factors, including temporary price disparities among the trading
markets for the derivative instruments, the assets underlying the derivative
instrument and the Fund's portfolio assets.
Credit Risk. Over-the-counter instruments involve a risk that the issuer or
counterparty will fail to perform its contractual obligations.
Liquidity and Valuation Risk. Some derivative instruments are not readily
marketable or may become illiquid under adverse market conditions. In addition,
during periods of extreme market volatility, an exchange may suspend or limit
trading in an exchange-traded derivative instrument, which may make the contract
temporarily illiquid and difficult to price. The staff of the SEC takes the
position that certain over-the-counter options are subject to the Fund's 10%
limit on illiquid investments. The Fund's ability to terminate over-the-counter
derivative instruments may depend on the cooperation of the counterparties to
these instruments. For derivative instruments that are not heavily traded, the
only source of price quotations may be the selling dealer or counterparty.
LEVERAGE. The use of mortgage dollar rolls and reverse repurchase agreements
involves leverage. Leverage allows any investment gains made with the additional
monies received (in excess of the costs of the mortgage dollar roll or reverse
repurchase agreement) to increase the net asset value of the Fund's shares
faster than would otherwise be the case. On the other hand, if the additional
monies received are invested in ways that do not fully recover the costs of such
32
<PAGE> 68
transactions to the Fund, the net asset value of the Fund would fall faster than
would otherwise be the case.
INVESTMENT GRADE SECURITIES. The Fund may invest in securities that are rated
in the lowest category of "investment grade" (BBB by S&P or Baa by Moody's) or
unrated securities of comparable quality. Securities in the lowest investment
grade are considered medium grade obligations and normally exhibit adequate
protection parameters. However, these securities also have speculative
characteristics. Adverse changes in economic conditions or other circumstances
are more likely to lead to weakened capacity to make principal and interest
payments than in the case of higher grade obligations.
LOWER RATED SECURITIES. The Fund may invest in lower rated, dollar and non-
denominated, debt securities. Debt obligations rated in the lower ratings
categories, or which are unrated, involve greater volatility of price and risk
of loss of principal and income. In addition, lower ratings reflect a greater
possibility of an adverse change in financial condition affecting the ability of
the issuer to make payments of interest and principal.
The market price and liquidity of lower rated fixed-income securities generally
respond to short-term economic, corporate and market developments to a greater
extent than do the price and liquidity of higher rated securities, because these
developments are perceived to have a more direct relationship to the ability of
an issuer of lower rated securities to meet its ongoing debt obligations.
Reduced volume and liquidity in the high yield bond market or the reduced
availability of market quotations will make it more difficult to dispose of the
bonds and to value accurately the Fund's assets. The reduced availability of
reliable, objective data may increase the Fund's reliance on management's
judgment in valuing the high yield bonds. To the extent that the Fund invests in
lower rated securities, achieving the Fund's objective will depend more on the
Adviser's judgment and analysis than would otherwise be the case. In addition,
the Fund's investments in high yield securities may be susceptible to adverse
publicity and investor perceptions, whether or not justified by fundamental
factors. In the past, economic downturns and increases in interest rates have
caused a higher incidence of default by the issuers of these securities and may
do so in the future, particularly with respect to highly leveraged issuers. The
market prices of zero coupon and payment-in-kind bonds are affected to a greater
extent by interest rate changes and thereby tend to be more volatile than
securities which pay interest periodically and in cash. Increasing rate note
securities are typically refinanced by the issuers within a short period of
time. The Fund accrues income on these securities for tax and accounting
purposes, and this income is required to be distributed to shareholders. Because
no cash is received at the time income accrues on these securities, the Fund may
be forced to liquidate other investments or borrow money to make distributions.
33
<PAGE> 69
RATINGS OF PORTFOLIO SECURITIES. During the fiscal year ended March 31, 1994,
the Fund's portfolio contained domestic and foreign corporate bonds in the
following rating categories as rated by Standard & Poor's (the percentages
relate to the weighted month-end average value during the fiscal year of the
bonds in each rating category):
<TABLE>
<CAPTION>
RATED
------
<S> <C>
AAA.............................................................. 2.71%
AA............................................................... 10.56%
A................................................................ 17.00%
BBB.............................................................. 21.46%
BB............................................................... 6.88%
B................................................................ 3.58%
CCC.............................................................. 0.32%
CC............................................................... 0%
C................................................................ 0%
D................................................................ 0%
Subtotal......................................................... 62.51%
Plus U.S. Governments............................................ 37.49%
------
Total............................................................ 100%
======
</TABLE>
If a bond was not rated by Standard & Poor's but was rated by Moody's, it is
included in the comparable category. Bonds shown as unrated were not rated by
either Moody's or Standard & Poor's. (The Fund did not hold any unrated
securities at each month end during the fiscal year ended March 31, 1994.) The
Adviser does not rely solely on the ratings of rated securities in making
investment decisions but evaluates other economic and business factors affecting
the issuer as well. The relative proportion of securities in particular rating
categories will fluctuate over time, and the proportions listed above should not
be viewed as representing the Fund's current or future proportionate ownership
of securities in particular categories.
34
<PAGE> 70
(NOTES)
<PAGE> 71
JOHN HANCOCK
JOHN HANCOCK INVESTMENT INVESTMENT
QUALITY BOND FUND QUALITY BOND
FUND
INVESTMENT ADVISER
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts
02199-7603
PRINCIPAL DISTRIBUTOR
John Hancock Funds, Inc. CLASS A AND CLASS B SHARES
101 Huntington Avenue PROSPECTUS
Boston, Massachusetts MAY 15, 1995
02199-7603
A MUTUAL FUND SEEKING
TO OBTAIN A HIGH LEVEL
CUSTODIAN OF CURRENT INCOME
Investors Bank & Trust Company CURRENT CONSISTENT WITH
24 Federal Street PRUDENT RISK AND SAFETY
Boston, Massachusetts 02110 OF PRINCIPAL.
24 Federal Street
Boston, Massachusetts 02110
TRANSFER AGENT
John Hancock Investor Services
Corporation
P.O. Box 9116
Boston, Massachusetts
02205-9116
INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
HOW TO OBTAIN INFORMATION
ABOUT THE FUND
For Service Information
For Telephone Exchange call 1-800-225-5291
For Investment-by-Phone
For Telephone Redemption
101 HUNTINGTON AVENUE
BOSTON, MASSACHUSETTS 02199-7603
For TDD call 1-800-554-6713 TELEPHONE 1-800-225-5291
T120P 5/95 (LOGO) Printed on Recycled Paper
<PAGE> 72
JOHN HANCOCK
U.S. GOVERNMENT
TRUST
CLASS A AND CLASS B SHARES
PROSPECTUS
MAY 15, 1995
<TABLE>
- ---------------------------------------------------------------------------------------------
TABLE OF CONTENTS
<CAPTION>
Page
----
<S> <C>
Expense Information................................................................... 2
The Fund's Financial Highlights....................................................... 3
Investment Objective and Policies..................................................... 4
Organization and Management of the Fund............................................... 8
Alternative Purchase Arrangements..................................................... 9
The Fund's Expenses................................................................... 10
Dividends and Taxes................................................................... 11
Performance........................................................................... 12
How to Buy Shares..................................................................... 13
Share Price........................................................................... 15
How to Redeem Shares.................................................................. 20
Additional Services and Programs...................................................... 22
Investments, Techniques and Risk Factors.............................................. 26
</TABLE>
This Prospectus sets forth the information about John Hancock U.S. Government
Trust (the "Fund"), a diversified series of John Hancock Bond Fund (the
"Trust"), that you should know before investing. Please read and retain it for
future reference.
Additional information about the Fund and the Trust has been filed with the
Securities and Exchange Commission (the "SEC"). You can obtain a copy of the
Fund's Statement of Additional Information, dated May 15, 1995 and incorporated
by reference into this Prospectus, free of charge by writing or telephoning:
John Hancock Investor Services Corporation, P.O. Box 9116, Boston, Massachusetts
02205-9116, 1-800-225-5291 (1-800-554-6713 TDD).
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 73
<TABLE>
EXPENSE INFORMATION
The purpose of the following information is to help you to understand the
various fees and expenses you will bear, directly or indirectly, when you
purchase Fund shares. The operating expenses included in the table and
hypothetical example below are based on fees and expenses for the Fund's fiscal
year ended March 31, 1994, adjusted to reflect current sales charges. The
operating expenses for Class B shares are estimates. Actual fees and expenses in
the future of the Class A and Class B shares may be greater or less than those
indicated.
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------- -------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price)....................... 4.50% None
Maximum sales charge imposed on reinvested dividends................................................ None None
Maximum deferred sales charge....................................................................... None * 5.00%
Redemption fee+..................................................................................... None None
Exchange fee........................................................................................ None None
ANNUAL FUND OPERATING EXPENSES (As a percentage of average net assets)
Management fee...................................................................................... 0.65% 0.65%
12b-1 fee**......................................................................................... 0.25% 1.00%
Other expenses***................................................................................... 0.51% 0.51%
Total Fund operating expenses....................................................................... 1.41% 2.16%
<FN>
* No sales charge is payable at the time of purchase on investments of $1
million or more, but for these investments a contingent deferred sales
charge may be imposed, as described below under the caption "Share Price,"
in the event of certain redemption transactions within one year of purchase.
** The amount of the 12b-1 fee used to cover service expenses will be up to
0.25% of the Fund's average net assets, and the remaining portion will be
used to cover distribution expenses.
*** Other Expenses include transfer agent, legal, audit, custody and other
expenses.
+ Redemption by wire fee (currently $4.00) not included.
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses for the indicated period of years on a
hypothetical $1,000 investment, assuming 5% annual return:
Class A Shares............................................................... $ 59 $88 $ 119 $206
Class B Shares
-- Assuming complete redemption at end of period......................... $ 72 $98 $ 136 $230
-- Assuming no redemption................................................ $ 22 $68 $ 116 $230
</TABLE>
(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)
The Fund's payment of a distribution fee may result in a long-term shareholder
indirectly paying more than the economic equivalent of the maximum front-end
sales charge permitted under the Rules of Fair Practice of the National
Association of Securities Dealers, Inc.
The management and 12b-1 fees referred to above are more fully explained in
this Prospectus under the caption "The Fund's Expenses" and in the Statement of
Additional Information under the captions "Investment Advisory and Other
Services" and "Distribution Contract."
2
<PAGE> 74
<TABLE>
THE FUND'S FINANCIAL HIGHLIGHTS
The information in the following table of financial highlights for each of the
periods ended March 31, 1994, and prior, has been audited by Ernst & Young LLP,
the Fund's independent auditors, whose unqualified report is included in the
Statement of Additional Information. The financial highlights for the six month
period ended September 30, 1994 are unaudited. Further information about the
performance of the Class A shares of the Fund is contained in the Fund's Annual
and Semi-Annual Reports to shareholders which may be obtained free of charge by
writing or telephoning John Hancock Investor Services Corporation ("Investor
Services"), at the address or telephone number listed on the front page of this
Prospectus. No information is shown for Class B shares since no Class B shares
were outstanding during the periods presented.
Selected data for Class A shares is as follows:
<CAPTION>
YEAR ENDED MARCH 31,
---------------------------------------------------------------------------------------------------
SIX MONTHS
ENDED PERIOD
SEPTEMBER 30, ENDED
1994(4) MARCH 31,
(UNAUDITED) 1994 1993 1992(3) 1991 1990 1989 1988 1987 1986(1)
------------- ------- ------- -------- -------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Per share income and
capital changes for
a share outstanding
during each period:
Net asset value,
beginning of period... $ 7.98 $ 8.49 $ 8.16 $ 8.34 $ 8.18 $ 8.38 $ 8.88 $ 9.64 $ 10.18 $ 10.00
INCOME FROM
INVESTMENT
OPERATIONS
Net investment income.. 0.28 0.58 0.61 0.87 0.90 0.89 0.84 0.76 0.71 0.23
Net realized and
unrealized gain (loss)
on securities......... (0.36) (0.48) 0.43 (0.22) 0.11 (0.24) (0.45) (0.53) (0.14) 0.25
------- ------- ------- ------- -------- -------- -------- -------- -------- -------
Total from Investment
Operations............ (0.08) 0.10 1.04 0.65 1.01 0.65 0.39 0.23 0.57 0.48
LESS DISTRIBUTIONS
Dividends from net
investment income..... (0.28) (0.61) (0.71) (0.83) (0.85) (0.85) (0.84) (0.76) (0.71) (0.23)
Distributions from
realized gains........ (0.01) -- -- -- -- -- (0.05) (0.23) (0.40) (0.07)
------- ------- ------- ------- -------- -------- -------- -------- -------- -------
Total Distributions.... (0.29) (0.61) (0.71) (0.83) (0.85) (0.85) (0.89) (0.99) (1.11) (0.30)
------- ------- ------- ------- -------- -------- -------- -------- -------- -------
Net asset value,
end of period......... $ 7.61 $ 7.98 $ 8.49 $ 8.16 $ 8.34 $ 8.18 $ 8.38 $ 8.88 $ 9.64 $ 10.18
======= ======= ======= ======= ======== ======== ======== ======== ======== =======
TOTAL RETURN........... (0.94)% 1.05% 13.13% 8.05% 13.04% 7.83% 4.52% 2.70% 6.00% 4.77%
======= ======= ======= ======= ======== ======== ======== ======== ======== =======
RATIOS AND
SUPPLEMENTAL DATA
Ratio of operating
expenses to
average net assets.... 0.76% 1.37% 1.31% 1.08% 1.13% 1.08% 1.05% 1.04% 0.99% 0.33%
Ratio of interest
expense to
average net assets.... 0.06% 0.04% -- 0.17% -- -- -- -- -- --
------- ------- ------- ------- -------- -------- -------- -------- -------- -------
Ratio of total
expenses to
average net assets.... 0.82% 1.41% 1.31% 1.25% 1.13% 1.08% 1.05% 1.04% 0.99% 0.33%
Ratio of expense
reduction to
average net assets.... -- -- -- -- -- -- -- -- -- (0.27)%
------- ------- ------- ------- -------- -------- -------- -------- -------- -------
Ratio of net expenses
to average net
assets................ -- 1.41% 1.31% 1.25% 1.13% 1.08% 1.05% 1.04% 0.99% 0.06%
======= ======= ======= ======= ======== ======== ======== ======== ======== =======
Ratio of net
investment income
to average net
assets................ 3.62% 6.86% 7.07% 10.48% 10.72% 10.46% 9.95% 8.29% 7.18% 2.34%
Portfolio turnover..... 255% 264% 342% 179% 154% 244% 195% 84% 364% 75%
Net Assets,
end of period
(in thousands)........ $21,367 $23,740 $18,159 $21,184 $123,493 $154,472 $167,513 $266,213 $351,754 $50,959
Debt outstanding
at end of year
(in thousands)(2)..... $ 0 $ 0 -- $ 0 -- -- -- -- -- --
Average daily amount
of debt outstanding
during the year (in
thousands)(2)......... $ 739 $ 341 -- $ 4,172 -- -- -- -- -- --
Average monthly number
of shares outstanding
during the year (in
thousands)........... 2,849 2,604 -- 13,081 -- -- -- -- -- --
Average daily amount
of debt outstanding
per share during
the year(2).......... $ 0.26 $ 0.13 -- $ 0.32 -- -- -- -- -- --
<FN>
- ---------------
(1) Financial highlights are for the period from December 31, 1984 (the date of
the Fund's initial offering of shares to the public) to March 31, 1986 and
have not been annualized.
(2) Debt outstanding consists of reverse repurchase agreements entered into
during the year.
(3) Per share information has been calculated using the average number of shares
outstanding.
(4) Financial highlights, including total return, have not been annualized.
* Total return does not include the effect of the initial sales charge for Class A Shares.
</TABLE>
3
<PAGE> 75
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is to seek a high level of current income,
consistent with safety of principal. The Fund seeks to achieve its investment
objective by investing in debt obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities ("U.S. Government securities").
Because of the uncertainty inherent in all investments, no assurance can be
given that the Fund will achieve its investment objective. U.S. Government
securities consist of the following:
- -------------------------------------------------------------------------------
THE FUND SEEKS TO PROVIDE A HIGH LEVEL OF
CURRENT INCOME CONSISTENT WITH SAFETY OF
PRINCIPAL.
- -------------------------------------------------------------------------------
(1) U.S. Treasury obligations, which differ only in their interest rates,
maturities and times of issuance, including U.S. Treasury bills (maturity of
one year of less), U.S. Treasury notes (maturity of one to ten years), and
U.S. Treasury bonds (generally maturities greater than ten years); and
(2) Obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities which are supported by: (i) the full faith and credit of
the U.S. Government (e.g., securities issued by the Government National
Mortgage Association ("GNMA")); (ii) the right of the issuer to borrow an
amount limited to a specific line of credit from the U.S. Government (e.g.,
securities of the Federal Home Loan Bank Board); or (iii) the credit of the
instrumentality (e.g., bonds issued by the Federal National Mortgage
Association ("FNMA")).
U.S. Government securities include collateralized mortgage obligations ("CMOs")
issued and guaranteed by a U.S. Government agency and U.S. Treasury securities
originally issued in the form of a face-amount only security paying no interest
("U.S. Government Zero Coupon Securities"), each as described below.
While as a non-fundamental investment policy, the Fund invests at least 80% of
its total assets in U.S. Government securities, it is currently anticipated that
a substantial portion of the Fund's assets may be invested in mortgage
pass-through securities set forth in (2) above. However, the Fund has undertaken
to limit (within its 80% limitation) its investment in U.S. Government
securities to those that are backed by the full faith and credit of the U.S.
Government with not less than 65% of its total assets being invested in GNMA
securities. Such undertaking may not be terminated or modified without 60 days
prior written notice having been mailed to shareholders.
Types of mortgage-backed securities include pass-through securities issued or
guaranteed by GNMA, FNMA and the Federal Home Loan Mortgage Corporation
("FHLMC"). Although these mortgage-backed securities are guaranteed or issued by
U.S. Government agencies or instrumentalities, FNMA and FHLMC securities are not
backed by the "full faith and credit" of the U.S. Government. In such cases, the
Fund must look principally to the agency issuing or guaranteeing the security
for ultimate payment. Mortgage pass-through securities are securities
representing interest in "pools" of mortgage loans. Monthly payments of interest
and principal by the individual borrowers on mortgages are passed through to the
holders of the securities (net of fees paid to the issuer or guarantor of the
securities) as the mortgages in the underlying mortgage pools are paid off. The
4
<PAGE> 76
average lives of the mortgage pass-through securities are variable when issued
because their average lives depend on prepayment rates. The average life of
these securities is likely to be substantially shorter than their stated final
maturity as a result of unscheduled principal prepayments. Prepayments on
underlying mortgages result in a loss of anticipated interest, and all or part
of a premium, if any has been paid, and the actual yield (or total return) to
the Fund may be different than the quoted yield on the securities. Mortgage
prepayments generally increase with falling interest rates and decrease with
rising interest rates. Like other fixed income securities, when interest rates
rise the value of a mortgage pass-through security generally will decline;
however, when interest rates are declining, the value of mortgage pass-through
securities with prepayment features may not increase as much as that of other
fixed income securities. In cases where U.S. Government support of agencies or
instrumentalities is discretionary, no assurance can be given that the U.S.
Government will provide financial support, since it is not legally obligated to
do so.
The Fund may acquire stripped mortgage-backed securities which are issued and
guaranteed by U.S. Government agencies or instrumentalities. For example, Class
1 and Class 2 stripped mortgage-backed securities ("SMBS Certificates") are
issued by FNMA. Since Class 1 Certificates generally benefit from declining
interest rates and Class 2 Certificates generally benefit from rising interest
rates, these securities can provide an effective way to stabilize portfolio
value. SMBS Certificates represent beneficial interests in principal
distributions and interest distributions on certain FNMA guaranteed mortgage
pass-through Certificates which represent all or part of the beneficial
interests in pools of first lien, single family (one-to-four family residential
property), fixed-rate residential mortgage loans. The original principal amount
of each SMBS Class 1 Certificate represents the amount payable over the life of
the Certificate from the principal distributions on the underlying
mortgage-backed securities held by FNMA in its capacity as Trustee of the SMBS
trust. Interest distributions allocable to the SMBS Class 2 Certificates consist
of interest at the pass-through rate specified on the aggregate amount thereof
which will always be equal to the aggregate outstanding principal amount of each
associated issue of SMBS Class 1 Certificates.
The Fund may invest a portion of its assets in collateralized mortgage
obligations or "CMOs", which are debt obligations collateralized by mortgage
loans or mortgage pass-through securities (such collateral collectively herein
referred to as "Mortgage Assets"). Mortgage Assets underlying CMOs purchased by
the Fund must be U.S. Government securities. The Fund may also invest a portion
of its assets in multi-class pass-through securities which are issued or
guaranteed by the U.S. Government, its agencies, authorities or
instrumentalities. Unless the context indicates otherwise, all references herein
to CMOs include multi-class pass-through securities. Payments of principal and
interest on the Mortgage Assets, and any reinvestment income thereon, provide
the funds to pay debt service on the CMOs or make scheduled distributions on the
multi-class pass-through securities.
5
<PAGE> 77
In a CMO, a series of bonds or certificates is usually issued in multiple
classes with different maturities. Each class of CMO, often referred to as a
"tranche," is issued at a specific fixed or floating coupon rate and has a
stated maturity or final distribution date. Principal prepayments on the
Mortgage Assets may cause the CMOs to be retired substantially earlier than
their stated maturities or final distribution dates, resulting in a loss of all
or part of the premium, if any has been paid. The CMO classes in which the Fund
may invest include sequential and parallel pay CMOs, including planned
amortization class ("PAC") and target amortization class ("TAC") securities.
In addition to the risks associated with prepayments previously described,
prepayment on the Mortgage Assets can be expected to accelerate during periods
of declining interest rates and thus impair the Fund's ability to reinvest the
proceeds in securities with comparable yields. In addition, the U.S. Government
guarantee as to payment of principal and interest of the Fund's mortgage-backed
securities does not extend to the value or yield of such securities or the
Fund's shares of the beneficial interest. SMBS Certificates involve risks in
addition to those associated with regular mortgage-backed securities. A rate of
principal payments on the underlying mortgage loans slower than the rate
anticipated by an investor in calculating the initial yield to maturity on an
SMBS Certificate, which would result from stable or rising interest rates (which
would tend to reduce the market value of the Certificate), will, by delaying the
distribution of principal, reduce the yield to maturity on SMBS Class 1
Certificates (principal) purchased at a discount from their original principal
amount and increase the yield to maturity on SMBS Class 2 Certificates (income).
Payments of principal on the underlying mortgage loans at rates faster than the
rate anticipated by investors, which could result from falling interest rates or
from transfers of the underlying property, will, conversely, accelerate
distributions of principal and thereby reduce the yield to maturity on SMBS
Class 2 Certificates (income) and increase the yield to maturity on SMBS Class 1
Certificates (principal). Sufficiently high prepayment rates could result in
purchasers of SMBS Class 2 Certificates (income) not recovering the full amount
of their initial investment. Yields on SMBS Certificates will be extremely
sensitive to actual or anticipated prepayment experience on the underlying
mortgage loans and significant fluctuations in interest rates may result in
major fluctuations in the market value of such Certificates.
Mortgage-backed securities derive their value from an underlying investment
structure and accordingly are known as "derivatives." Derivatives (such as
stripped mortgage-backed securities) involve substantial risk including higher
price volatility and the possible lack of a readily available market. The Fund
may engage in a variety of investment techniques in an attempt to protect
against changes in the general level of interest rates. These techniques include
the sale of interest rate futures contracts as well as the purchase of call and
put options on such futures and the purchase of call and put options on debt
securities. These investment techniques and various policies the Fund may employ
in seeking to achieve its investment objective, such as lending its portfolio
securities, and committing to purchase securities for which the normal
settlement date for the transaction occurs later than the normal settlement date
for U.S. Treasury obligations, or securities subject to repurchase and reverse
repurchase agree-
6
<PAGE> 78
ments, may involve a greater degree of risk than those inherent in more
conservative investment approaches. As a matter of non-fundamental policy, the
Fund will, at all times, invest at least 80% of its total assets in U.S.
Government securities. This will serve to limit investments in put and call
options, futures and options on futures, and reverse repurchase agreements, in
the aggregate, to not more than 20% of the Fund's total assets. In addition, as
a fundamental policy, the Fund will not invest more than 10% of its total assets
in CMOs, zero coupon securities, SMBS, complex multiclass pass-through
securities and asset-backed securities. See "Investments, Techniques and Risk
Factors" for a discussion of these techniques and their associated risks.
The Fund's rate of return fluctuates, as does its net asset value per share.
These fluctuations depend largely on changes in the general level of interest
rates. An increase in interest rates will tend to reduce the market values of
securities in which the Fund invests and, therefore, the Fund's net asset value;
whereas a decline in interest rates will tend to increase their values. The Fund
will seek to reduce risks associated with changes in interest rates through its
transactions in options and futures contracts. However, these techniques will
not eliminate these risks and will result in transaction costs to the Fund.
The specific securities in which the Fund may invest, and the investment
policies which the Fund may employ, meet the criteria necessary to qualify the
shares of the Fund for purchase by the institutions designated as "qualifying
institutions." (See "Qualifying Institutions" in the Statement of Additional
Information.) In order to facilitate investment in the Fund by national banks,
the Fund has undertaken to refrain from investing in those obligations issued by
U.S. Government agencies or instrumentalities which a national bank may not
purchase without limitation (including, but not limited to obligations of the
Tennessee Valley Authority and obligations of the Commodity Credit Corporation
not fully guaranteed by the U.S. Government) unless 60 days' prior written
notice otherwise has been provided to shareholders.
See "Investments, Techniques and Risk Factors" for a further discussion of the
types of securities in which the Fund may invest, the management techniques it
may employ and the associated risk.
The Fund has adopted certain investment restrictions which are enumerated in
detail in the Statement of Additional Information where they are classified as
fundamental or nonfundamental. The Fund's investment objective and fundamental
policies and restrictions may not be changed without the approval of the Fund's
shareholders. The Fund's non-fundamental investment policies and restrictions,
however, may be changed by a vote of the Trustees without shareholder approval.
Notwithstanding the Fund's fundamental investment restriction prohibiting
investments in other investment companies, the Fund may, pursuant to an order
granted by the SEC, invest in other investment companies in connection with a
deferred compensation plan for the noninterested Trustees of the John Hancock
funds. There can be no assurance that the Fund will achieve its investment
objective.
- -------------------------------------------------------------------------------
THE FUND FOLLOWS CERTAIN POLICIES WHICH
MAY HELP TO REDUCE INVESTMENT RISK.
- -------------------------------------------------------------------------------
7
<PAGE> 79
The primary consideration in choosing brokerage firms to carry out the Fund's
transactions is execution at the most favorable prices, taking into account the
broker's professional ability and quality of service. Consideration may also be
given to the broker's sales of Fund shares. Pursuant to procedures determined by
the Trustees, the Fund's investment adviser, John Hancock Advisers, Inc. (the
"Adviser"), may place securities transactions with brokers affiliated with the
Adviser. The brokers include Tucker Anthony Incorporated, Sutro and Company,
Inc. and John Hancock Distributors, Inc., which are indirectly owned by the John
Hancock Mutual Life Insurance Company (the "Life Company"), which in turn
indirectly owns the Adviser.
- -------------------------------------------------------------------------------
BROKERS ARE CHOSEN ON BEST PRICE AND
EXECUTION.
- -------------------------------------------------------------------------------
ORGANIZATION AND MANAGEMENT OF THE FUND
The Fund is a diversified series of the Trust, an open-end management investment
company organized as a Massachusetts business trust. The Trust has six series of
shares, one of which is the Fund. The Trust reserves the right to create and
issue a number of series of shares, or funds or classes thereof, which are
separately managed and have different investment objectives. The Trustees have
authorized the issuance of two classes of the Fund, designated Class A and Class
B. The shares of each class represent an interest in the same portfolio of
investments of the Fund. Each class has equal rights as to voting, redemption,
dividends and liquidation. However, each class bears different distribution and
transfer agent fees and other expenses. Also, Class A and Class B shareholders
have exclusive voting rights with respect to their distribution plans. The Trust
is not required to and does not intend to hold annual meetings of shareholders,
although special meetings may be held for such purposes as electing or removing
Trustees, changing fundamental policies or approving a management contract. The
Trust, under certain circumstances, will assist in shareholder communications
with other shareholders.
- -------------------------------------------------------------------------------
THE BOARD OF TRUSTEES ELECTS OFFICERS AND
RETAINS THE INVESTMENT ADVISER WHO IS
RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS
OF THE FUND, SUBJECT TO THE BOARD OF
TRUSTEES' POLICIES AND SUPERVISION.
- -------------------------------------------------------------------------------
The Adviser was organized in 1968 and is a wholly-owned indirect subsidiary of
the Life Company, a financial services company. The Adviser provides the Fund,
and other investment companies in the John Hancock group of funds, with
investment research and portfolio management services. John Hancock Funds, Inc.
("John Hancock Funds") distributes shares for all of the John Hancock mutual
funds through brokers which have arrangements with John Hancock Funds ("Selling
Brokers"). Certain Trust officers are also officers of the Adviser and John
Hancock Funds.
- -------------------------------------------------------------------------------
JOHN HANCOCK ADVISERS, INC. ADVISES
INVESTMENT COMPANIES HAVING AN AGGREGATE
NET ASSET VALUE OF MORE THAN $13 BILLION.
- -------------------------------------------------------------------------------
All investment decisions are made by a committee and no single person is
primarily responsible for making recommendations to the committee.
In order to avoid any conflict with portfolio trades for the Fund, the Adviser
and the Fund have adopted extensive restrictions on personal securities trading
by personnel of the Adviser and its affiliates. Some of these restrictions are:
preclearance for all personal trades and a ban on the purchase of initial public
offerings, as well as contributions to specified charities of profits on
securities held for less than 91 days. These restrictions are a continuation of
the basic principle that the interests of the Fund and its shareholders come
first.
8
<PAGE> 80
ALTERNATIVE PURCHASE ARRANGEMENTS
You can purchase shares of the Fund at a price equal to their net asset value
per share plus a sales charge. At your election, this charge may be imposed
either at the time of the purchase (see "Initial Sales Charge Alternative,"
Class A shares) or on a contingent deferred basis (the "Contingent Deferred
Sales Charge Alternative," Class B shares). If you do not specify on your
account application the class of shares you are purchasing, it will be assumed
that you are investing in Class A shares.
- -------------------------------------------------------------------------------
AN ALTERNATIVE PURCHASE PLAN ALLOWS YOU TO
CHOOSE THE METHOD OF PAYMENT THAT IS BEST
FOR YOU.
- -------------------------------------------------------------------------------
CLASS A SHARES. If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount of your purchase is $1 million or more.
If you purchase $1 million or more of Class A shares, you will not be subject to
an initial sales charge, but you will incur a sales charge if you redeem your
shares within one year of purchase. Class A shares are subject to ongoing
distribution and service fees at a combined annual rate of up to 0.25% of the
Fund's average daily net assets attributable to the Class A shares. Certain
purchases of Class A shares qualify for reduced initial sales charges. See
"Share Price -- Qualifying for a Reduced Sales Charge."
- -------------------------------------------------------------------------------
INVESTMENTS IN CLASS A SHARES ARE SUBJECT
TO AN INITIAL SALES CHARGE.
- -------------------------------------------------------------------------------
CLASS B SHARES. You will not incur a sales charge when you purchase Class B
shares, but the shares are subject to a sales charge if you redeem them within
six years of purchase (the "contingent deferred sales charge" or the "CDSC").
Class B shares are subject to ongoing distribution and service fees at a
combined annual rate of up to 1.00% of the Fund's average daily net assets
attributable to the Class B shares. Investing in Class B shares permits all of
your dollars to work from the time you make your investment, but the higher
ongoing distribution fee will cause these shares to have higher expenses than
those of Class A shares. To the extent that any dividends are paid by the Fund,
these higher expenses will also result in lower dividends than those paid on
Class A shares.
- -------------------------------------------------------------------------------
INVESTMENTS IN CLASS B SHARES ARE SUBJECT
TO A CONTINGENT DEFERRED SALES CHARGE.
- -------------------------------------------------------------------------------
Class B shares are not available for full-service defined contribution plans
administered by Investor Services or the Life Company that had more than 100
eligible employees at the inception of the Fund account.
FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE
The alternative purchase arrangement allows you to choose the most beneficial
way to buy shares, given the amount of your purchase, the length of time you
expect to hold your shares and other circumstances. You should consider whether,
during the anticipated life of your Fund investment, the CDSC and accumulated
fees on Class B shares would be less than the initial sales charge and
accumulated fees on Class A shares purchased at the same time, and to what
extent this differential would be offset by the Class A shares' lower expenses.
To help you make this determination, the table under the caption "Expense
Information" on the inside cover page of this Prospectus shows examples of the
charges applicable to each class of shares. Class A shares will normally be more
beneficial if you qualify for reduced sales charges. See "Share
Price -- Qualifying for a Reduced Sales Charge."
- -------------------------------------------------------------------------------
YOU SHOULD CONSIDER WHICH CLASS OF SHARES
WOULD BE MORE BENEFICIAL TO YOU.
- -------------------------------------------------------------------------------
9
<PAGE> 81
Class A shares are subject to lower distribution fees and, accordingly, pay
correspondingly higher dividends per share, to the extent any dividends are
paid. However, because initial sales charges are deducted at the time of
purchase, you would not have all of your funds invested initially and,
therefore, would initially own fewer shares. If you do not qualify for reduced
initial sales charges and expect to maintain your investment for an extended
period of time, you might consider purchasing Class A shares. This is because
the accumulated distribution and service charges on Class B shares may exceed
the initial sales charge and accumulated distribution and service charges on
Class A shares during the life of your investment.
Alternatively, you might determine that it is more advantageous to purchase
Class B shares to have all of your funds invested initially. However, you will
be subject to higher distribution and service fees and, for a six-year period, a
CDSC.
In the case of Class A shares, the distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the proceeds
of the initial sales charge and ongoing distribution and service fees. In the
case of Class B shares, the expenses will be paid from the proceeds of the
ongoing distribution and service fees, as well as from the CDSC incurred upon
redemption within six years of purchase. The purpose and function of the Class B
shares' CDSC and ongoing distribution and service fees are the same as those of
the Class A shares' initial sales charge and ongoing distribution and service
fees. Sales personnel distributing the Fund's shares may receive different
compensation for selling each class of shares.
Dividends, if any, on Class A and Class B shares will be calculated in the same
manner, at the same time and on the same day. They also will be in the same
amount, except for differences resulting from each class bearing only its own
distribution and service fees, shareholder meeting expenses and any incremental
transfer agency costs. See "Dividends and Taxes."
THE FUND'S EXPENSES
For managing its investment and business affairs, the Fund pays a monthly fee to
the Adviser which is based on a stated percentage of the Fund's average daily
net assets as follows:
<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- -----------------------------------------------------------------------------------
<S> <C>
First $200,000,000..................................................... 0.650%
Next $300,000,000...................................................... 0.625%
Amount over $500,000,000............................................... 0.600%
</TABLE>
During the Fund's fiscal year ended March 31, 1994, the advisory fee paid by the
Fund to the Fund's former investment adviser was equal to 0.65% of the Fund's
average daily net assets.
The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service fees
at an aggregate annual rate of up to 0.25% of the Class A shares' average daily
net
- -------------------------------------------------------------------------------
THE FUND PAYS DISTRIBUTION AND SERVICE
FEES FOR MARKETING AND SALES-RELATED
SHAREHOLDER SERVICING.
- -------------------------------------------------------------------------------
10
<PAGE> 82
assets and an aggregate annual rate of 1.00% of the Class B shares' average
daily net assets. In each case, up to 0.25% for Class A and Class B shares is
for service expenses and the remaining amount is for distribution expenses. The
distribution fees will be used to reimburse John Hancock Funds for its
distribution expenses, including but not limited to: (i) initial and ongoing
sales compensation to Selling Brokers and others (including affiliates of John
Hancock Funds) engaged in the sale of Fund shares; (ii) marketing, promotional
and overhead expenses incurred in connection with the distribution of Fund
shares; (iii) unreimbursed distribution expenses under the Fund's prior
distribution plans; (iv) distribution expenses incurred by other investment
companies which sell all or substantially all of their assets to, merge with or
otherwise engage in a reorganization transaction with the Fund; and (v) with
respect to Class B shares only, interest expenses on unreimbursed distribution
expenses. The service fees will be used to compensate Selling Brokers for
providing personal and account maintenance services to shareholders.
In the event John Hancock Funds is not fully reimbursed for payments made or
expenses incurred by it under the Class A Plan, these expenses will not be
carried beyond one year from the date they were incurred. Unreimbursed expenses
under the Class B Plan will be carried forward together with interest on the
balance of these unreimbursed expenses. No Class B shares were outstanding
during the fiscal year ended March 31, 1994.
Information on the Fund's total expenses appears in the Financial Highlights
section of this Prospectus.
DIVIDENDS AND TAXES
DIVIDENDS. The Fund generally declares daily and distributes monthly dividends
representing all or substantially all of its net investment income. The Fund
will distribute net realized long-term and short-term capital gains, if any, at
least annually.
- -------------------------------------------------------------------------------
THE FUND GENERALLY DECLARES DIVIDENDS
DAILY AND DISTRIBUTES THEM MONTHLY.
- -------------------------------------------------------------------------------
Dividends are reinvested in additional shares of your class unless you elect the
option to receive them in cash. If you elect the cash option and the U.S. Postal
Service cannot deliver your checks, your election will be converted to the
reinvestment option. Because of the higher expenses associated with Class B
shares, any dividends on these shares will be lower than those on the Class A
shares. See "Share Price."
TAXATION. Dividends from the Fund's net investment income and net short-term
capital gains are taxable to you as ordinary income and dividends from the
Fund's net long-term capital gains are taxable as long-term capital gains. These
dividends are taxable whether you take them in cash or reinvest in additional
shares. Certain dividends may be paid in January of a given year but may be
taxable as if you received them the previous December.
The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, the Fund will not be
subject to
11
<PAGE> 83
Federal income tax on any net investment income or net realized capital gains
that are distributed to its shareholders within the time period prescribed by
the Code. When you redeem (sell) or exchange shares, you may realize a taxable
gain or loss.
On the account application, you must certify that the social security or other
taxpayer identification number you provide is your correct number and that you
are not subject to backup withholding of Federal income tax. If you do not
provide this information or are otherwise subject to this withholding, the Fund
may be required to withhold 31% of your dividends and the proceeds of
redemptions or exchanges.
In addition to Federal taxes, you may be subject to state, local or foreign
taxes with respect to your investment in and distributions from the Fund.
Non-U.S. shareholders and tax-exempt shareholders are subject to different tax
treatment not described above. A state income (and possibly local income and/or
intangible property) tax exemption is generally available to the extent the
Fund's distributions are derived from interest on (or, in the case of
intangibles taxes, the value of its assets is attributable to) certain U.S.
Government obligations, provided in some states that certain thresholds for
holdings of such obligations and/or reporting requirements are satisfied. You
should consult your tax adviser for specific tax advice.
PERFORMANCE
Yield reflects the Fund's rate of income on portfolio investments as a
percentage of its share price. Yield is computed by annualizing the result of
dividing the net investment income per share over a 30 day period by the maximum
offering price per share on the last day of that period. Yield is also
calculated according to accounting methods that are standardized for all stock
and bond funds. Because yield accounting methods differ from the methods used
for other accounting purposes, the Fund's yield may not equal the income paid on
shares or the income reported in the Fund's financial statements.
- -------------------------------------------------------------------------------
THE FUND MAY ADVERTISE ITS YIELD AND TOTAL
RETURN.
- -------------------------------------------------------------------------------
The Fund's total return shows the overall dollar or percentage change in value
of a hypothetical investment in the Fund, assuming the reinvestment of all
dividends. Cumulative total return shows the Fund's performance over a period of
time. Average annual total return shows the cumulative return divided over the
number of years included in the period. Because average annual total return
tends to smooth out variations in the Fund's performance, you should recognize
that it is not the same as actual year-to-year results.
Both total return and yield calculations for Class A shares generally include
the effect of paying the maximum sales charge (except as shown in "The Fund's
Financial Highlights"). Investments at a lower sales charge would result in
higher performance figures. Total return and yield calculations for Class B
shares reflect the deduction of the applicable CDSC imposed on a redemption of
shares held for the applicable period. All calculations assume that all
dividends are reinvested at net asset value on the reinvestment dates during the
periods. Total return and yield of Class A and Class B shares will be calculated
separately and, because each class is subject to different expenses, the total
return and yield may differ with
12
<PAGE> 84
respect to each class for the same period. The relative performance of the Class
A and Class B shares will be affected by a variety of factors, including the
higher operating expenses attributable to the Class B shares, whether the Fund's
investment performance is better in the earlier or later portions of the period
measured and the level of net assets of the classes during the period. The Fund
will include the total return of Class A and Class B shares in any advertisement
or promotional materials including Fund performance data. The value of Fund
shares, when redeemed, may be more or less than their original cost. Both yield
and total return are historical calculations and are not an indication of future
performance. See "Factors to Consider in Choosing an Alternative."
<TABLE>
HOW TO BUY SHARES
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
The minimum initial investment in Class A and Class B shares is $1,000 ($250 for
group investments and retirement plans). Complete the Account Application attached
to this Prospectus. Indicate whether you are purchasing Class A or Class B shares.
If you do not specify which class of shares you are purchasing, Investor Services
will assume that you are investing in Class A shares.
- --------------------------------------------------------------------------------------
OPENING AN ACCOUNT
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
BY CHECK 1. Make your check payable to John Hancock Investor Services
Corporation ("Investor Services"), P.O. Box 9115, Boston, MA
02205-9115.
2. Deliver the completed application and check to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- --------------------------------------------------------------------------------------
BY WIRE 1. Obtain an account number by contacting your registered
representative or Selling Broker, or by calling 1-800-225-5291.
2. Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock U.S. Government Trust
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
3. Deliver the completed application to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- --------------------------------------------------------------------------------------
MONTHLY 1. Complete the "Automatic Investing" and "Bank Information"
AUTOMATIC sections on the Account Privileges Application designating a
ACCUMULATION bank account from which funds may be drawn.
- --------------------------------------------------------------------------------------
BUYING ADDITIONAL CLASS A AND CLASS B
SHARES
- --------------------------------------------------------------------------------------
PROGRAM
(MAAP) 2. The amount you elect to invest will be automatically withdrawn
from your bank or credit union account.
- --------------------------------------------------------------------------------------
</TABLE>
13
<PAGE> 85
<TABLE>
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
BY TELEPHONE 1. Complete the "Invest-By-Phone" and "Bank Information" sections
on the Account Privileges Application designating a bank
account from which your funds may be drawn. Note that in order
to invest by phone, your account must be in a bank or credit
union that is a member of the Automated Clearing House system
(ACH).
- -------------------------------------------------------------------------------
BUYING ADDITIONAL
CLASS A AND CLASS B
SHARES (CONTINUED)
- -------------------------------------------------------------------------------
2. After your authorization form has been processed, you may
purchase additional Class A or Class B shares by calling
Investor Services toll-free 1-800-225-5291.
3. Give the Investor Services representative the name(s) in which
your account is registered, the Fund name, the class of shares
you own, your account number, and the amount you wish to
invest.
4. Your investment normally will be credited to your account the
business day following your phone request.
- ---------------------------------------------------------------------------------
BY CHECK 1. Either complete the detachable stub included on your account
statement or include a note with your investment listing the
name of the Fund, the class of share you own, your account
number and the name(s) in which the account is registered.
2. Make your check payable to John Hancock Investor Services
Corporation.
3. Mail the account information and check to:
John Hancock Investor Services Corporation
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or Selling
Broker.
- ---------------------------------------------------------------------------------
BY WIRE Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock U.S. Government Trust
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
- ---------------------------------------------------------------------------------
Other Requirements: All purchases must be made in U.S. dollars. Checks written on
foreign banks will delay purchases until U.S. funds are received, and a collection
charge may be imposed. Shares of the Fund are priced at the offering price based
on the net asset value computed after Investor Services receives notification of
the dollar equivalent from the Fund's custodian bank. Wire purchases normally take
two or more hours to complete and, to be accepted the same day, must be received
by 4:00 P.M., New York time. Your bank may charge a fee to wire funds. Telephone
transactions are recorded to verify information. Certificates are not issued
unless a request is made in writing to Investor Services.
- ---------------------------------------------------------------------------------
</TABLE>
You will receive a statement of your account after any transaction that affects
your share balance or registration (statements related to reinvestment of
dividends and
automatic investment/withdrawal plans will be sent to you quarterly). A tax
information statement will be mailed to you by January 31 of each year.
- -------------------------------------------------------------------------------
YOU WILL RECEIVE ACCOUNT STATEMENTS THAT
YOU SHOULD KEEP TO HELP WITH YOUR PERSONAL
RECORDKEEPING.
- -------------------------------------------------------------------------------
14
<PAGE> 86
SHARE PRICE
The net asset value per share ("NAV") is the value of one share. The NAV is
calculated by dividing the net assets of each class by the number of outstanding
shares of that class. The NAV of each class can differ. Securities in the Fund's
portfolio are valued on the basis of market quotations, valuations provided by
independent pricing services or at fair value as determined in good faith
according to procedures approved by the Trustees. Short-term debt investments
maturing within 60 days are valued at amortized cost, which the Trustees have
determined approximates market value. The NAV is calculated once daily as of the
close of regular trading on the New York Stock Exchange (generally at 4:00 p.m.,
New York time) on each day that the Exchange is open.
- -------------------------------------------------------------------------------
THE OFFERING PRICE OF YOUR SHARES IS THEIR
NET ASSET VALUE PLUS A SALES CHARGE, IF
APPLICABLE, WHICH WILL VARY WITH THE
PURCHASE ALTERNATIVE YOU CHOOSE.
- -------------------------------------------------------------------------------
Shares of the Fund are sold at the offering price based on the NAV computed
after your investment request is received in good order by John Hancock Funds.
If you buy shares of the Fund through a Selling Broker, the Selling Broker must
receive your investment before the close of regular trading on the New York
Stock Exchange and transmit it to John Hancock Funds before its close of
business to receive that day's offering price.
<TABLE>
INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES. The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:
<CAPTION>
COMBINED
SALES CHARGE AS A REALLOWANCE REALLOWANCE TO
SALES CHARGE AS PERCENTAGE OF AND SERVICE FEE AS SELLING BROKERS AS
AMOUNT INVESTED A PERCENTAGE OF THE AMOUNT A PERCENTAGE OF A PERCENTAGE OF
(INCLUDING SALES CHARGE) OFFERING PRICE INVESTED OFFERING PRICE(+) THE OFFERING PRICE(*)
- ------------------------ --------------- ---------------- ----------------- ---------------------
<S> <C> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.00% 3.76%
$100,000 to $249,999 3.75% 3.90% 3.25% 3.01%
$250,000 to $499,999 2.75% 2.83% 2.30% 2.06%
$500,000 to $999,999 2.00% 2.04% 1.75% 1.51%
$1,000,000 and over 0.00%(**) 0.00%(**) (***) 0.00%(***)
<FN>
(*) Upon notice to Selling Brokers with whom it has sales agreements, John
Hancock Funds may reallow an amount up to the full applicable sales
charge. In addition to the reallowance allowed to all Selling Brokers,
John Hancock Funds will pay the following: round trip airfare to a resort
will be offered to each registered representative of a Selling Broker (if
the Selling Broker has agreed to participate) who sells certain amounts of
shares of John Hancock Funds. John Hancock Funds will make these incentive
payments out of its own resources. A Selling Broker to whom substantially
the entire sales charge is reallowed or who receives these incentives may
be deemed to be an underwriter under the Securities Act of 1933. Other
than distribution and service fees, the Fund does not bear distribution
expenses.
(**) No sales charge is payable at the time of purchase of Class A shares of $1
million or more, but a CDSC may be imposed in the event of certain
redemption transactions within one year of purchase.
(***) John Hancock Funds may pay a commission and the first year's service fee
(as described in (+) below) to Selling Brokers who initiate and are
</TABLE>
15
<PAGE> 87
responsible for purchases of Class A shares of $1 million or more in
aggregate as follows: 1% on sales to $4,999,999, 0.50% on the next $5
million and 0.25% on $10 million and over.
(+) At the time of sale, John Hancock Funds pays to Selling Brokers the first
year's service fee in advance in an amount equal to 0.25% of the net
assets invested in the Fund at the time of the sale. Thereafter, it pays
the service fee periodically in arrears in an amount up to 0.25% of the
Fund's average annual net assets. Selling Brokers receive the fee as
compensation for providing personal and account maintenance services to
shareholders.
Sales charges ARE NOT APPLIED to any dividends that are reinvested in additional
Class A shares of the Fund.
In addition, John Hancock Funds will pay certain affiliated Selling Brokers at
an annual rate of up to 0.05% of the daily net assets of accounts attributable
to these brokers.
Under certain circumstances described below, investors in Class A shares may be
entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge."
<TABLE>
CONTINGENT DEFERRED SALES CHARGE -- INVESTMENTS OF $1 MILLION OR MORE IN CLASS A
SHARES. Purchases of $1 million or more of Class A shares will be made at net
asset value with no initial sales charge, but if the shares are redeemed within
12 months after the end of the calendar month in which the purchase was made
(the CDSC period), a CDSC will be imposed. The rate of the CDSC will depend on
the amount invested as follows:
<CAPTION>
AMOUNT INVESTED CDSC RATE
--------------- ---------
<S> <C>
$1 million to $4,999,999............................................... 1.00%
Next $5 million to $9,999,999.......................................... 0.50%
Amounts of $10 million and over........................................ 0.25%
</TABLE>
Existing full service clients of the Life Company who were group annuity
contract holders as of September 1, 1994, and participant directed defined
contribution plans with at least 100 eligible employees at the inception of the
Fund account may purchase Class A shares with no initial sales charge. However,
if the shares are redeemed within 12 months after the end of the calendar year
in which the purchase was made, a CDSC will be imposed at the above rate.
The CDSC will be assessed on an amount equal to the lesser of the current market
value or the original purchase cost of the redeemed Class A shares. Accordingly,
no CDSC will be imposed on increases in account value above the initial purchase
price, including any distributions which have been reinvested in additional
shares.
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
Therefore, it will be assumed that the redemption is first made from any shares
in your account that are not subject to the CDSC. The CDSC is waived on
redemptions in certain circumstances. See "Waiver of Contingent Deferred Sales
Charges" below.
16
<PAGE> 88
QUALIFYING FOR A REDUCED SALES CHARGE. If you invest more than $100,000 in
Class A shares of the Fund or a combination of funds within the John Hancock
family of funds (except money market funds), you may qualify for a reduced sales
charge on your investments in Class A shares through a LETTER OF INTENTION. You
may also be able to use the ACCUMULATION PRIVILEGE and the COMBINATION PRIVILEGE
to take advantage of the value of your previous investments in Class A shares of
the John Hancock funds in meeting the breakpoints for a reduced sales charge.
For the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE, the applicable sales
charge will be based on the total of:
- -------------------------------------------------------------------------------
YOU MAY QUALIFY FOR A REDUCED SALES CHARGE
ON YOUR INVESTMENT IN CLASS A SHARES.
- -------------------------------------------------------------------------------
1. Your current purchase of Class A shares of the Fund.
2. The net asset value (at the close of business on the previous day) of (a) all
Class A shares of the Fund you hold, and (b) all Class A shares of any other
John Hancock funds you hold; and
3. The net asset value of all shares held by another shareholder eligible to
combine his or her holdings with you into a single "purchase."
EXAMPLE:
If you hold Class A shares of a John Hancock fund with a net asset value of
$20,000 and, subsequently, invest $80,000 in Class A shares of the Fund, the
sales charge on this subsequent investment would be 3.75% and not 4.50% (the
rate that would otherwise be applicable to investments of less than $100,000.
See "Initial Sales Charge Alternative -- Class A Shares.")
If you are in one of the following categories, you may purchase Class A shares
of the Fund without paying a sales charge:
- - A Trustee or officer of the Fund; a Director or officer of the Adviser and its
affiliates or Selling Brokers; employees or sales representatives of any of
the foregoing; retired officers, employees or Directors of any of the
foregoing; a member of the immediate family of any of the foregoing; or any
fund, pension, profit sharing or other benefit plan for the individuals
described above.
- -------------------------------------------------------------------------------
CLASS A SHARES MAY BE AVAILABLE WITHOUT A
SALES CHARGE TO CERTAIN INDIVIDUALS AND
ORGANIZATIONS.
- -------------------------------------------------------------------------------
- - Any state, county, city or any instrumentality, department, authority, or
agency of these entities that is prohibited by applicable investment laws from
paying a sales charge or commission when it purchases shares of any registered
investment management company.*
- - A bank, trust company, credit union, savings institution or other type of
depository institution, its trust departments or common trust funds if it is
purchasing $1 million or more for non-discretionary customers or accounts.*
- - A broker, dealer or registered investment adviser that has entered into an
agreement with John Hancock Funds providing specifically for the use of Fund
shares in fee-based investment products made available to its clients.
17
<PAGE> 89
- - A former participant in an employee benefit plan with John Hancock Funds, when
he/she withdraws from his/her plan and transfers any or all of his/her plan
distributions directly to the Fund.
- ------------------
*For investments made under these provisions, John Hancock Funds may make a
payment out of its own resources to the Selling Broker in an amount not to
exceed 0.25% of the amount invested.
Class A shares of the Fund may be purchased without an initial sales charge in
connection with certain liquidation, merger or acquisition transactions
involving other investment companies or personal holding companies.
CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE -- CLASS B SHARES. Class B shares
are offered at net asset value per share without a sales charge so that your
entire initial investment will go to work at the time of purchase. However,
Class B shares redeemed within six years of purchase will be subject to a CDSC
at the rates set forth below. This charge will be assessed on an amount equal to
the lesser of the current market value or the original purchase cost of the
shares being redeemed. Accordingly, you will not be assessed a CDSC on increases
in account value above the initial purchase price, including shares derived from
dividend reinvestment.
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will be assumed that your redemption comes first from shares you have held
beyond the six-year CDSC redemption period or those you acquired through
reinvestment of dividends, and next from the shares you have held the longest
during the six-year period. The CDSC is waived on redemptions in certain
circumstances. See the discussion "Waiver of Contingent Deferred Sales Charges"
below.
EXAMPLE:
You have purchased 100 shares at $10 per share. The second year after your
purchase, your investment's net asset value per share has increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment. If
you redeem 50 shares at this time, your CDSC will be calculated as follows:
<TABLE>
<S> <C>
- - Proceeds of 50 shares redeemed at $12 per share $ 600
- - Minus proceeds of 10 shares not subject to CDSC because they were
acquired through dividend reinvestment (10 X $12) -120
- - Minus appreciation on remaining shares, also not subject to CDSC (40 X
$2) - 80
------
- - Amount subject to CDSC $ 400
</TABLE>
Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with
distribution services connected to the sale of Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without deducting a sales charge at the time of the
purchase.
The amount of the CDSC, if any, will vary depending on the number of years from
the time you purchase your Class B shares until the time you redeem them. Solely
for the purposes of determining this holding period, any payments you make
18
<PAGE> 90
during the month will be aggregated and deemed to have been made on the last day
of the month.
<TABLE>
<CAPTION>
YEAR IN WHICH
CLASS B SHARES CONTINGENT DEFERRED SALES
REDEEMED FOLLOWING CHARGE AS A PERCENTAGE OF
PURCHASE DOLLAR AMOUNT SUBJECT TO CDSC
- ------------------ ----------------------------
<S> <C>
First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter None
</TABLE>
A commission equal to 3.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service fee is paid in advance at the time of sale for the provision of
personal and account maintenance services to shareholders during the twelve
months following the sale, and thereafter the service fee is paid in arrears.
WAIVER OF CONTINGENT DEFERRED SALES CHARGES. The CDSC will be waived on
redemptions of Class B shares and of Class A shares that are subject to a CDSC,
unless indicated otherwise, in these circumstances:
- - Redemptions of Class B shares made under a Systematic Withdrawal Plan (see
"How to Redeem Shares"), as long as your annual redemptions do not exceed 10%
of your account value at the time you establish your Systematic Withdrawal
Plan and 10% of the value of your subsequent investments (less redemptions) in
that account at the time you notify Investor Services. This waiver does not
apply to Systematic Withdrawal Plan redemptions of Class A shares that are
subject to a CDSC.
- -------------------------------------------------------------------------------
UNDER CERTAIN CIRCUMSTANCES, THE CDSC ON
CLASS B AND CERTAIN CLASS A SHARE
REDEMPTIONS WILL BE WAIVED.
- -------------------------------------------------------------------------------
- - Redemptions made to effect distributions from an Individual Retirement Account
either before or after age 59 1/2, as long as the distributions are based on
the life expectancy or the joint-and-last survivor life expectancy of you and
your beneficiary. These distributions must be free from penalty under the
Code.
- - Redemptions made to effect mandatory distributions under the Code after age
70 1/2 from a tax-deferred retirement plan.
- - Redemptions made to effect distributions to participants or beneficiaries from
certain employer-sponsored retirement plans including those qualified under
Section 401(a) of the Code, custodial accounts under Section 403(b)(7) of
the Code and deferred compensation plans under Section 457 of the Code. The
waiver also applies to certain returns of excess contributions made to these
plans. In all cases, the distributions must be free from penalty under the
Code.
- - Redemptions due to death or disability.
- - Redemptions made under the Reinvestment Privilege, as described in "Additional
Services and Programs" of this Prospectus.
19
<PAGE> 91
- - Redemptions made pursuant to the Fund's right to liquidate your account if you
have less than $100 invested in the Fund.
- - Redemptions made in connection with certain liquidation, merger or acquisition
transactions involving other investment companies or personal holding
companies.
- - Redemptions from certain IRA and retirement plans that purchased shares prior
to October 1, 1992.
If you qualify for a CDSC waiver under one of these situations, you must notify
Investor Services either directly or through your Selling Broker at the time you
make your redemption. The waiver will be granted once Investor Services has
confirmed that you are entitled to the waiver.
CONVERSION OF CLASS B SHARES. Your Class B shares and an appropriate portion of
reinvested dividends on those shares will be converted into Class A shares
automatically. This will occur no later than the month following eight years
after the shares were purchased and will result in lower annual distribution
fees. If you exchanged Class B shares into the Fund from another John Hancock
fund, the calculation will be based on the time you purchased the shares in the
original fund. The Fund has been advised that the conversion of Class B shares
to Class A shares should not be taxable for Federal income tax purposes and
should not change a shareholder's tax basis or tax holding period for the
converted shares.
HOW TO REDEEM SHARES
You may redeem all or a portion of your shares on any business day. Your shares
will be redeemed at the next NAV calculated after your redemption request is
received in good order by Investor Services, less any applicable CDSC. The Fund
may hold payment until it is reasonably satisfied that investments recently made
by check or Invest-by-Phone have been collected (which may take up to 10
calendar days).
- -------------------------------------------------------------------------------
TO ASSURE ACCEPTANCE OF YOUR REDEMPTION
REQUEST, PLEASE FOLLOW THESE PROCEDURES.
- -------------------------------------------------------------------------------
Once your shares are redeemed, the Fund generally sends you payment on the next
business day. When you redeem your shares, you may realize a taxable gain or
loss depending usually on the difference between what you paid for them and what
you receive for them, subject to certain tax rules. Under unusual circumstances,
the Fund may suspend redemptions or postpone payment for up to seven days or
longer, as permitted by Federal securities laws.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
BY TELEPHONE All Fund shareholders are automatically eligible for the
telephone redemption privilege. Call 1-800-225-5291, from
8:00 A.M. to 4:00 P.M. (New York time), Monday through
Friday, excluding days on which the Exchange is closed.
Investor Services employs the following procedures to
confirm that instructions received by telephone are
genuine. Your name, the account number, taxpayer
identification number applicable to the account and other
relevant information may be requested. In addition,
telephone instructions are recorded.
You may redeem up to $100,000 by telephone, but the address
on the account must not have changed for the last thirty
days. A check will be mailed to the exact name(s) and
address shown on the account.
- ---------------------------------------------------------------------------------
</TABLE>
20
<PAGE> 92
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
If reasonable procedures, such as those described above,
are not followed, the Fund may be liable for any loss due
to unauthorized or fraudulent telephone instructions. In
all other cases, neither the Fund nor Investor Services
will be liable for any loss or expense for acting upon
telephone instructions made in accordance with the
telephone transaction procedures mentioned above.
Telephone redemption is not available for IRAs or other
tax-qualified retirement plans or shares of the Fund that
are in certificated form.
During periods of extreme economic conditions or market
changes, telephone requests may be difficult to implement
due to a large volume of calls. During these times, you
should consider placing redemption requests in writing or
use EASI-Line. EASI-Line's telephone number is
1-800-338-8080.
- ---------------------------------------------------------------------------------
BY WIRE If you have a telephone redemption form on file with the
Fund, redemption proceeds of $1,000 or more can be wired on
the next business day to your designated bank account, and
a fee (currently $4.00) will be deducted. You may also use
electronic funds transfer to your assigned bank account,
and the funds are usually collectable after two business
days. Your bank may or may not charge a fee for this
service. Redemptions of less than $1,000 will be sent by
check or electronic funds transfer.
This feature may be elected by completing the "Telephone
Redemption" section on the Account Privileges Application
attached to the Prospectus.
- ---------------------------------------------------------------------------------
IN WRITING Send a stock power or "letter of instruction" specifying
the name of the Fund, the dollar amount or the number of
shares to be redeemed, your name, class of shares, your
account number and the additional requirements listed below
that apply to your particular account.
- ---------------------------------------------------------------------------------
<CAPTION>
TYPE OF REGISTRATION REQUIREMENTS
--------------------------------- --------------------------------------------
<S> <C> <C> <C>
Individual, Joint Tenants, Sole A letter of instruction signed (with titles
Proprietorship, Custodial where applicable) by all persons authorized
(Uniform Gifts or Transfer to to sign for the account, exactly as it is
Minors Act), General Partners registered with the signature(s) guaran-
teed.
Corporation, Association A letter of instruction and a corporate
resolution, signed by person(s) authorized
to act on the account with the signature(s)
guaranteed.
Trusts A letter of instruction signed by the
Trustee(s) with the signature(s) guaranteed.
(If the Trustee's name is not registered on
your account, also provide a copy of the
trust document, certified within the last 60
days.)
If you do not fall into any of these registration categories, please call
1-800-225-5291 for further instructions.
- ---------------------------------------------------------------------------------
A signature guarantee is a widely accepted way to protect you and the Fund by
verifying the signature on your request. It may not be provided by a notary
public. If the net asset value of the shares redeemed is $100,000 or less, John
Hancock Funds may guarantee the signature. The following institutions may
provide you with a signature guarantee, provided that the institution meets
credit standards established by Investor Services: (i) a bank; (ii) a securities
broker or dealer, including a government or municipal securities broker or
dealer, that is a member of a clearing corporation or meets certain net capital
requirements; (iii) a credit union having authority to issue signature
guarantees; (iv) a savings and loan association, a building and loan
association, a cooperative bank, a federal savings bank or association; or (v) a
national securities exchange, a registered securities exchange or a clearing
agency.
</TABLE>
- -------------------------------------------------------------------------------
WHO MAY GUARANTEE YOUR SIGNATURE.
- -------------------------------------------------------------------------------
21
<PAGE> 93
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
THROUGH YOUR BROKER. Your broker may be able to initiate the redemption.
Contact your broker for instructions.
- -------------------------------------------------------------------------------
ADDITIONAL INFORMATION ABOUT REDEMPTIONS.
- -------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
If you have certificates for your shares, you must submit them with your stock
power or a letter of instructions. Unless you specify to the contrary, any
outstanding Class A shares will be redeemed before Class B shares. You may not
redeem certificated shares by telephone.
Due to the proportionately high cost of maintaining small accounts, the Fund
reserves the right to redeem at net asset value all shares in an account which
holds less than $100 (except accounts under retirement plans) and to mail the
proceeds to the shareholder, or the transfer agent may impose an annual fee of
$10.00. No account will be involuntarily redeemed or additional fee imposed, if
the value of the account is in excess of the Fund's minimum initial investment
or if the value of the account falls below the required minimum as a result of
market action. No CDSC will be imposed on involuntary redemptions of shares.
Shareholders will be notified before these redemptions are to be made or this
fee is imposed and will have 30 days to purchase additional shares to bring
their account balance up to the required minimum. Unless the number of shares
acquired by further purchases and dividend reinvestments, if any, exceeds the
number of shares redeemed, repeated redemptions from a smaller account may
eventually trigger this policy.
- ---------------------------------------------------------------------------------
</TABLE>
ADDITIONAL SERVICES AND PROGRAMS
EXCHANGE PRIVILEGE
If your investment objective changes, or if you wish to achieve further
diversification, John Hancock offers other funds with a wide range of investment
goals. Contact your registered representative or Selling Broker and request a
prospectus for the John Hancock funds that interest you. Read the prospectus
carefully before exchanging your shares. You can exchange shares of each class
of the Fund only for shares of the same class of another John Hancock fund. For
this purpose, John Hancock funds with only one class of shares will be treated
as Class A, whether or not they have been so designated.
- -------------------------------------------------------------------------------
YOU MAY EXCHANGE SHARES OF THE FUND ONLY
FOR SHARES OF THE SAME CLASS OF ANOTHER
JOHN HANCOCK FUND.
- -------------------------------------------------------------------------------
Exchanges between funds with shares that are not subject to a CDSC are based on
their respective net asset values. No sales charge or transaction charge is
imposed. Class B shares of the Fund that are subject to a CDSC may be exchanged
into Class
B shares of another John Hancock fund without incurring the CDSC; however, these
shares will be subject to the CDSC schedule of the shares acquired (except that
exchanges into John Hancock Short-Term Strategic Income Fund, John Hancock
Limited-Term Government Fund and John Hancock Adjustable U.S. Government Trust
will be subject to the initial fund's CDSC). For purposes of computing the CDSC
payable upon redemption of shares acquired in an exchange, the holding period of
the original shares is added to the holding period of the shares acquired in an
exchange. However, if you exchange Class B shares purchased prior to January 1,
1994 for Class B shares of any other John Hancock fund, you will be subject to
the CDSC schedule in effect on your initial purchase date.
You may exchange Class B shares of the Fund into shares of a John Hancock money
market fund at net asset value. However, you will continue to be subject to the
same CDSC upon redemption.
The Fund reserves the right to require you to keep previously exchanged shares
(and reinvested dividends) in the Fund for 90 days before you are permitted to
execute a new exchange. The Fund may also terminate or alter the terms of the
exchange privilege, upon 60 days' notice to shareholders.
22
<PAGE> 94
An exchange of shares is treated as a redemption of shares of one fund and the
purchase of shares in another for Federal income tax purposes. An exchange may
result in a taxable gain or loss.
When you make an exchange, your account registration in both the existing and
new account must be identical. The exchange privilege is available only in
states where the exchange can be made legally.
Under exchange agreements with John Hancock Funds, certain dealers, brokers and
investment advisers may exchange their clients' Fund shares, subject to the
terms of those agreements and John Hancock Funds' right to reject or suspend
those exchanges at any time. Because of the restrictions and procedures under
those agreements, the exchanges may be subject to timing limitations and other
restrictions that do not apply to exchanges requested by shareholders directly,
as described above.
Because Fund performance and shareholders can be hurt by excessive trading, the
Fund reserves the right to terminate the exchange privilege for any person or
group that, in John Hancock Funds' judgment, is involved in a pattern of
exchanges that coincide with a "market timing" strategy that may disrupt the
Fund's ability to invest effectively according to its investment objective and
policies, or might otherwise affect the Fund and its shareholders adversely. The
Fund may also temporarily or permanently terminate the exchange privilege for
any person who makes seven or more exchanges out of the Fund per calendar year.
Accounts under common control or ownership will be aggregated for this purpose.
Although the Fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time.
BY TELEPHONE
1. When you complete the application for your initial purchase of Fund shares,
you automatically authorize exchanges by telephone unless you check the box
indicating that you do not wish to authorize telephone exchanges.
2. Call 1-800-225-5291. Have the account number of your current fund and the
exact name in which it is registered available to give to the telephone
representative.
3. Your name, the account number, taxpayer identification number applicable to
the account and other relevant information may be requested. In addition,
telephone instructions are recorded.
23
<PAGE> 95
IN WRITING
1. In a letter, request an exchange and list the following:
-- the name and class of the Fund whose shares you currently own
-- your account number
-- the name(s) in which the account is registered
-- the name of the fund in which you wish your exchange to be invested
-- the number of shares, all shares or dollar amount you wish to exchange
Sign your request exactly as the account is registered.
2. Mail the request and information to:
John Hancock Investor Services Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
REINVESTMENT PRIVILEGE
1. You will not be subject to a sales charge on Class A shares reinvested in
shares of any John Hancock fund that is otherwise subject to a sales charge
as long as you reinvest within 120 days from the redemption date. If you paid
a CDSC upon a redemption, you may reinvest at net asset value in the same
class of shares from which you redeemed within 120 days. Your account will be
credited with the amount of the CDSC previously charged, and the reinvested
shares will continue to be subject to a CDSC. For purposes of computing the
CDSC payable upon a subsequent redemption, the holding period of the shares
acquired through reinvestment will include the holding period of the redeemed
shares.
- -------------------------------------------------------------------------------
IF YOU REDEEM SHARES OF THE FUND, YOU MAY
BE ABLE TO REINVEST ALL OR PART OF THE
PROCEEDS IN THE FUND
OR ANOTHER JOHN HANCOCK
FUND WITHOUT PAYING AN ADDITIONAL SALES
CHARGE.
- -------------------------------------------------------------------------------
2. Any portion of your redemption may be reinvested in Fund shares or in shares
of any of the other John Hancock funds, subject to the minimum investment
limit of that fund.
3. To reinvest, you must notify Investor Services in writing. Include the Fund's
name, the account number and class from which your shares were originally
redeemed.
SYSTEMATIC WITHDRAWAL PLAN
1. You can elect the Systematic Withdrawal Plan at any time by completing the
Account Privileges Application which is attached to this Prospectus. You can
also obtain this application by calling your registered representative or by
calling 1-800-225-5291.
2. To be eligible, you must have at least $5,000 in your account.
3. Payments from your account can be made monthly, quarterly, semi-annually or
annually or on a selected monthly basis to yourself or any other designated
payee.
- -------------------------------------------------------------------------------
YOU CAN PAY ROUTINE BILLS FROM YOUR
ACCOUNT, OR MAKE PERIODIC DISBURSEMENTS OF
FUNDS FROM YOUR RETIREMENT ACCOUNT TO
COMPLY WITH
IRS REGULATIONS.
- -------------------------------------------------------------------------------
4. There is no limit on the number of payees you may authorize, but all payments
must be made at the same time or intervals.
24
<PAGE> 96
5. It is not advantageous to maintain a Systematic Withdrawal Plan concurrently
with purchases of additional Class A or Class B shares, because you may be
subject to initial sales charges on your purchases of Class A shares or to a
CDSC on your redemptions of Class B shares. In addition, your redemptions are
taxable events.
6. Redemptions will be discontinued if the U.S. Postal Service cannot deliver
your checks or if deposits to a bank account are returned for any reason.
MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)
1. You can authorize an investment to be automatically withdrawn each month from
your bank for investment in Fund shares under the "Automatic Investing" and
"Bank Information" sections of the Account Privileges Application.
- -------------------------------------------------------------------------------
YOU CAN MAKE AUTOMATIC INVESTMENTS AND
SIMPLIFY YOUR INVESTING.
- -------------------------------------------------------------------------------
2. You can also authorize automatic investment through payroll deduction by
completing the "Direct Deposit Investing" section of the Account Privileges
Application.
3. You can terminate your Monthly Automatic Accumulation Program plan at any
time.
4. There is no charge to you for this program, and there is no cost to the Fund.
5. If you have payments being withdrawn from a bank account and we are notified
that the account has been closed, your withdrawals will be discontinued.
GROUP INVESTMENT PROGRAM
1. An individual account will be established for each participant, but the
initial sales charge for Class A shares will be based on the aggregate dollar
amount of all participants' investments. To determine how to qualify for this
program, contact your registered representative or call 1-800-225-5291.
- -------------------------------------------------------------------------------
ORGANIZED GROUPS OF AT LEAST FOUR PERSONS
MAY ESTABLISH ACCOUNTS.
- -------------------------------------------------------------------------------
2. The initial aggregate investment of all participants in the group must be at
least $250.
3. There is no additional charge for this program. There is no obligation to
make investments beyond the minimum, and you may terminate the program at any
time.
RETIREMENT PLANS
1. You may use the Fund as a funding medium for various types of qualified
retirement plans, including Individual Retirement Accounts, Keough Plans
(H.R. 10), Pension and Profit Sharing Plans (including 401(k) Plans), Tax
Sheltered Annuity Retirement Plans (403(b) Plans) and 457 Plans.
2. The initial investment minimum or aggregate minimum for any of the above
plans is $250. However, accounts being established as group IRA, SEP, SARSEP,
TSA, 401(k) and 457 Plans will be accepted without an initial minimum
investment.
25
<PAGE> 97
INVESTMENTS, TECHNIQUES AND RISK FACTORS
Unless otherwise specified, each of the Fund's investment practices described in
this section and in the Statement of Additional Information is deemed to be a
fundamental policy and may not be changed without shareholder approval.
LENDING OF SECURITIES AND REPURCHASE AGREEMENTS. For the purpose of realizing
additional income, the Fund may lend, to broker-dealers or to federally insured
banks or savings and loans, portfolio securities amounting to not more than
33 1/3% of its total assets taken at current value. The Fund may also enter into
repurchase agreements. In a repurchase agreement, the Fund buys a security
subject to the right and obligation to sell it back to the issuer at the same
price plus accrued interest.
These transactions must be fully collateralized at all times. The Fund may
reinvest any cash collateral in short-term highly liquid debt securities.
However, these transactions may involve some credit risk to the Fund if the
other party should default on its obligation and the Fund is delayed in or
prevented from recovering the collateral. Securities loaned by the Fund will
remain subject to fluctuations of market value. Repurchase agreements maturing
in more than seven (7) days will be subject to the Fund's restriction regarding
illiquid securities.
SHORT-TERM TRADING AND PORTFOLIO TURNOVER. Short-term trading means the
purchase and subsequent sale of a security after it has been held for a
relatively brief period of time. Short-term trading of fixed-income securities
should not increase direct transaction costs since fixed-income securities are
normally traded on a principal basis without brokerage commissions. Short-term
trading may have the effect of increasing portfolio turnover rate. The Fund may
engage in short-term trading in response to changes in interest rates or other
economic trends and developments, or to take advantage of yield disparities
between various securities in which the Fund may invest in order to improve
income. A rate of turnover of 100% would occur if the value of the lesser of
purchases and sales of portfolio securities for a particular year equaled the
average monthly value of portfolio securities owned during the year (excluding
short-term securities). A high rate of portfolio turnover (100% or more) may,
under certain circumstances, make it more difficult for the Fund to qualify as a
regulated investment company under the Code. The Fund's portfolio turnover rate
is set forth in the table under the caption "Financial Highlights."
ILLIQUID AND RESTRICTED SECURITIES. The Fund may invest up to 10% of its total
assets in illiquid investments, which include repurchase agreements maturing in
more than seven days, certain over-the-counter options, certain stripped
mortgage-backed securities, certain restricted securities and securities not
readily marketable.
SECURITIES TRANSACTIONS SUBJECT TO DELAYED SETTLEMENT. The Fund may from time
to time commit to purchase securities for which the normal settlement date
occurs later than the settlement date which is normal for U.S. Treasury
obligations. The payment and interest rate received on such securities are fixed
at the time the buyer enters into the commitment. Although the Fund will only
enter into
26
<PAGE> 98
commitments to purchase such securities with the intention of actually acquiring
the securities, the Fund may sell these securities before the settlement date.
Such securities can involve a risk that the yields available in the market when
delivery takes place may be higher than those obtained in the transaction
itself. There are no limitations on the percentage of the Fund's assets which
may be invested in such securities. However, it is not expected that at any one
time more than 10% of the Fund's assets would be so invested.
WHEN-ISSUED SECURITIES. The Fund may purchase securities on a forward or
"when-issued" basis. When the Fund engages in when-issued transactions, it
relies on the seller or the buyer, as the case may be, to consummate the
transaction. Failure to consummate the transaction may result in the Fund's
losing the opportunity to obtain an advantageous price and yield. Although the
Fund is not limited to the amount of government securities for which it has such
commitments, it is expected that under normal circumstances not more than 10% of
the Fund's total assets will be committed to such purchases.
MORTGAGE "DOLLAR ROLL" TRANSACTIONS. The Fund may enter into mortgage "dollar
roll" transactions with selected banks and broker-dealers pursuant to which the
Fund sells mortgage-backed securities and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities on a specified
future date. The Fund will only enter into covered rolls. A "covered roll" is a
specific type of dollar roll for which there is an offsetting cash position or a
cash equivalent security position which matures on or before the forward
settlement date of the dollar roll transaction.
REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse repurchase
agreements which involve the sale of a security by the Fund to a bank or
securities firm and its agreement to repurchase the instrument at a specified
time and price plus an agreed amount of interest. The Fund will use the proceeds
to purchase other investments. Reverse repurchase agreements are considered to
be borrowings by the Fund and as an investment practice may be considered
speculative.
Thus, the Fund will enter into a reverse repurchase agreement only when the
Adviser determines that the interest income to be earned from the investment of
the proceeds is greater than the interest expense of the transaction. To
minimize various risks associated with reverse repurchase agreements, the Fund
will establish and maintain with the Custodian a separate account consisting of
cash or liquid, high grade debt securities in an amount at least equal to the
repurchase prices of the securities (plus any accrued interest thereon) under
such agreements. Although the Fund's investment restrictions provide that the
Fund may not enter into reverse repurchase agreements exceeding in the aggregate
33 1/3% of the value of its total net assets (including for this purpose other
borrowings of the Fund), this limitation shall not exceed 20% of the Fund's
total assets. The Fund will enter into reverse repurchase agreements only with
selected registered broker/dealers or with federally insured banks or savings
and loan associations which are approved in advance as being creditworthy by the
Trustees. Under procedures established by the Trustees, the Adviser will monitor
the creditworthiness of the firms involved.
27
<PAGE> 99
OPTIONS AND FUTURES TRANSACTIONS. The Fund may buy options contracts on debt
securities and interest rate futures contracts and buy and write (sell) options
on such futures contracts. Options and futures contracts are bought and sold to
manage the Fund's exposure to changing interest rates and security prices. Some
options and futures strategies, including selling futures and buying puts, tend
to hedge the Fund's investment against price fluctuations. Other strategies,
including buying futures and buying calls, tend to increase market exposure.
Options and futures may be combined with each other or with forward contracts in
order to adjust the risk and return characteristics of the overall strategy.
The Fund may invest only in put or call options which are traded on a national
securities exchange (an "Exchange"). The Fund may purchase put options on debt
securities to protect its holdings in an underlying or related security against
a substantial decline in market value. Securities are considered related if
their price movements generally correlate to one another. The Fund may also
purchase call options on debt securities to protect against substantial
increases in prices of securities the Fund intends to purchase pending its
ability to orderly invest in such securities. The Fund may sell put or call
options it has previously purchased, which could result in a net gain or loss
depending on whether the amount received on the sale is more or less than the
premium and other transaction costs paid on the purchase of the put or call
option which is sold. The Fund will not invest in a put or call option if as a
result the amount of premiums paid for such options then outstanding would
exceed 10% of the Fund's total assets.
The Fund may engage in the sale of interest rate futures contracts and call
options thereon and the purchase of put and call options on such futures only as
a hedge against changes in the general level of interest rates. The sale of an
interest rate futures contract obligates the seller to deliver the specific type
of debt security called for in the contract at a specified future time and at a
specified price. The Fund would sell an interest rate futures contract in order
to continue to receive the income from a long-term debt security, while
endeavoring to avoid part or all of the decline in market value of that security
which would accompany an increase in interest rates. Futures contracts may be
purchased only to close an existing short position in a futures contract.
In addition, the Fund may purchase and write call options and purchase put
options on futures contracts which are traded on a securities exchange or a
Board of Trade and enter into closing transactions with respect to such options
to terminate an existing position. The Fund may use options on futures contracts
in connection with hedging strategies. Generally, these strategies would be
employed under the same market conditions in which the Fund uses put and call
options on debt securities. The Fund may hedge up to the full value of its
portfolio through the use of options on futures and the sale of futures;
provided, however, that the Fund may not sell futures contracts or purchase or
sell related options if immediately thereafter the sum of the amount of margin
deposits on the Fund's existing futures and related options positions and the
amount of premiums paid for related options (measured at the time of investment)
would exceed 5% of the Fund's net assets. When the Fund purchases a futures
contract or a call option on a futures contract,
28
<PAGE> 100
an amount of cash or U.S. Government securities equal to the market value of the
futures contract will be deposited in a segregated account with the Fund's
custodian to collateralize the Fund's position.
The Fund is authorized to, but presently does not intend to, engage in certain
investment techniques involving the sale of covered call and secured put options
for the purpose of generating additional income. (See the Statement of
Additional Information for a discussion of these techniques.) In addition, the
Fund will not engage in such transactions without first having given
shareholders written notice at least 60 days in advance thereof.
Options and futures can be volatile investments and involve certain risks. If
the Adviser applies a hedge at an inappropriate time or judges market conditions
incorrectly, options and futures strategies may lower the Fund's return. The
Fund could also experience losses if the prices of its options and futures
positions were poorly correlated with its other investments, or if it could not
close out its positions because of an illiquid secondary market. Options and
futures do not pay interest, but may produce capital gains or losses.
INDEXED SECURITIES. The Fund may invest in indexed securities. The interest
rate or, in some cases, the principal payable at the maturity of an indexed
security may change positively or inversely in relation to one or more interest
rates, financial indices or other financial indicators ("reference prices"). An
indexed security may be leveraged to the extent that the magnitude of any change
in the interest rate or principal payable on an indexed security is a multiple
of the change in the reference price. Thus, indexed securities may decline in
value due to adverse market changes in reference prices.
The indexed securities purchased by the Fund may include interest only ("IO")
and principal only ("PO") securities, floating rate securities linked to the
Cost of Funds Index ("COFI floaters"), other "lagging rate" floating rate
securities, floating rate securities that are subject to a maximum interest rate
("capped floaters"), leveraged floating rate securities ("super floaters"),
leveraged inverse floating rate securities ("inverse floaters"), dual index
floaters and range floaters.
RISKS OF MORTGAGE-BACKED AND INDEXED SECURITIES. Different types of derivative
debt securities are subject to different combinations of prepayment, extension,
interest rate and/or other market risks. Conventional mortgage pass-through
securities and sequential pay CMOs are subject to all of these risks, but are
typically not leveraged. PACs, TACs and other senior classes of sequential and
parallel pay CMOs involve less exposure to prepayment, extension and interest
rate risk than other mortgage-backed securities, provided that prepayment rates
remain within expected prepayment ranges or "collars."
The risk of early prepayments is the primary risk associated with mortgage IOs,
super floaters and other leveraged floating rate mortgage-backed securities. The
primary risks associated with COFI floaters, other "lagging rate" floaters,
capped floaters, inverse floaters, POs and leveraged inverse IOs are the
potential extension of average life and/or depreciation due to rising interest
rates. The residual classes of CMOs are subject to both prepayment and extension
risk.
29
<PAGE> 101
Other types of floating rate derivative debt securities present more complex
types of interest rate risks. For example, range floaters are subject to the
risk that the coupon will be reduced to below market rates if a designated
interest rate floats outside of a specified interest rate band or collar. Dual
index or yield curve floaters are subject to depreciation in the event of an
unfavorable change in the spread between two designated interest rates.
RISKS ASSOCIATED WITH OPTIONS, FUTURES AND OTHER DERIVATIVE INSTRUMENTS. The
risks associated with the Fund's transactions in options, futures and other
derivative instruments may include some or all of the following:
Market Risk. Options and futures transactions, as well as other derivative
instruments, involve the risk that the applicable market will move against the
Fund's derivative position and that the Fund will incur a loss. For derivative
contracts other than purchased options, this loss may exceed the amount of the
initial investment made or the premium received by the Fund. Investments in
mortgage-backed and indexed securities are subject to the prepayment, extension,
interest rate and other market risks described above.
Leverage and Volatility Risk. Derivative instruments may increase or leverage
the Fund's exposure to a particular market risk, which may increase the
volatility of the Fund's net asset value. The Fund may partially offset the
leverage inherent in derivative instruments by maintaining a segregated account
consisting of cash and liquid, high grade debt securities, by holding offsetting
portfolio securities or currency positions or by covering written options.
Correlation Risk. A Fund's success in using derivative instruments to hedge
portfolio assets depends on the degree of price correlation between the
derivative instrument and the hedged asset. Imperfect correlation may be caused
by several factors, including temporary price disparities among the trading
markets for the derivative instruments, the assets underlying the derivative
instrument and the Fund's portfolio assets.
Credit Risk. Over-the-counter instruments involve a risk that the issuer or
counterparty will fail to perform its contractual obligations.
Liquidity and Valuation Risk. Some derivative instruments are not readily
marketable or may become illiquid under adverse market conditions. In addition,
during periods of extreme market volatility, an exchange may suspend or limit
trading in an exchange-traded derivative instrument, which may make the contract
temporarily illiquid and difficult to price. The staff of the SEC takes the
position that certain over-the-counter options are subject to the Fund's 10%
limit on illiquid investments. The Fund's ability to terminate over-the-counter
derivative instruments may depend on the cooperation of the counterparties to
these instruments. For derivative instruments that are not heavily traded, the
only source of price quotations may be the selling dealer or counterparty.
LEVERAGE. The use of mortgage dollar rolls and reverse repurchase agreements
involves leverage. Leverage allows any investment gains made with the additional
monies received (in excess of the costs of the mortgage dollar roll or reverse
30
<PAGE> 102
repurchase agreement) to increase the net asset value of the Fund's shares
faster than would otherwise be the case. On the other hand, if the additional
monies received are invested in ways that do not fully recover the costs of such
transactions to the Fund, the net asset value of the Fund would fall faster than
would otherwise be the case.
31
<PAGE> 103
JOHN HANCOCK JOHN HANCOCK
U.S. GOVERNMENT TRUST U.S. GOVERNMENT
TRUST
INVESTMENT ADVISER
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
PRINCIPAL DISTRIBUTOR CLASS A AND CLASS B SHARES
John Hancock Funds, Inc. PROSPECTUS
101 Huntington Avenue MAY 15, 1995
Boston, Massachusetts 02199-7603
CUSTODIAN A MUTUAL FUND SEEKING TO OBTAIN
Investors Bank & Trust Company AS HIGH A LEVEL OF INTEREST
24 Federal Street INCOME CONSISTENT WITH
Boston, Massachusetts 02110 SAFETY OF PRINCIPAL.
TRANSFER AGENT
John Hancock Investor Services
Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
HOW TO OBTAIN INFORMATION
ABOUT THE FUND
For Service Information 101 HUNTINGTON AVENUE
For Telephone Exchange call 1-800-225-5291 BOSTON, MASSACHUSETTS 02199-7603
For Investment-by-Phone TELEPHONE 1-800-225-5291
For Telephone Redemption
For TDD call 1-800-554-6713
T300P 5/95 [RECYCLE LOGO] Printed on Recycled Paper
<PAGE> 104
JOHN HANCOCK
INTERMEDIATE
GOVERNMENT TRUST
CLASS A AND CLASS B SHARES
PROSPECTUS
MAY 15, 1995
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Expense Information................................................................... 2
The Fund's Financial Highlights....................................................... 3
Investment Objective and Policies..................................................... 4
Organization and Management of the Fund............................................... 7
Alternative Purchase Arrangements..................................................... 8
The Fund's Expenses................................................................... 10
Dividends and Taxes................................................................... 11
Performance........................................................................... 12
How to Buy Shares..................................................................... 13
Share Price........................................................................... 14
How to Redeem Shares.................................................................. 20
Additional Services and Programs...................................................... 22
Investments, Techniques and Risk Factors.............................................. 26
</TABLE>
This Prospectus sets forth the information about John Hancock Intermediate
Government Trust (the "Fund"), a diversified series of John Hancock Bond Fund
(the "Trust"), that you should know before investing. Please read and retain it
for future reference.
Additional information about the Fund and the Trust has been filed with the
Securities and Exchange Commission (the "SEC"). You can obtain a copy of the
Fund's Statement of Additional Information, dated May 15, 1995 and incorporated
by reference into this Prospectus, free of charge by writing or telephoning:
John Hancock Investor Services Corporation, P.O. Box 9116, Boston, Massachusetts
02205-9116, 1-800-225-5291 (1-800-554-6713 TDD).
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 105
<TABLE>
EXPENSE INFORMATION
The purpose of the following information is to help you to understand the
various fees and expenses you will bear, directly or indirectly, when you
purchase Fund shares. The operating expenses included in the table and
hypothetical example below are based on fees and expenses for the Fund's fiscal
year ended March 31, 1994, adjusted to reflect current fees and expenses. The
operating expenses for the Class B shares are estimates. Actual fees and
expenses in the future of the Class A and Class B shares may be greater or less
than those indicated.
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------- -------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price)....................... 4.50% None
Maximum sales charge imposed on reinvested dividends................................................ None None
Maximum deferred sales charge....................................................................... None* 5.00%
Redemption fee+..................................................................................... None None
Exchange fee........................................................................................ None None
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Management fee...................................................................................... 0.50% 0.50%
12b-1 fee**......................................................................................... 0.25% 1.00%
Other expenses***................................................................................... 1.54% 1.54%
Less expense limitation............................................................................. (0.99%) (0.99%)
Total Fund operating expenses (net of limitation)****............................................... 1.30% 2.05%
<FN>
* No sales charge is payable at the time of purchase on investments of $1
million or more, but for these investments a contingent deferred sales
charge may be imposed, as described below under the caption "Share Price,"
in the event of certain redemption transactions within one year of
purchase.
** The amount of the 12b-1 fee used to cover service expenses will be up to
0.25% of the Fund's average net assets, and the remaining portion will be
used to cover distribution expenses.
*** Other Expenses include transfer agent, legal, audit, custody and other
expenses.
**** Total Fund Operating Expenses in the table reflect a voluntary limitation
by the Fund's investment adviser, John Hancock Advisers, Inc. (the
"Adviser"). Without such limitation, Total Fund Operating Expenses of the
Class A and Class B shares would be 2.29% and 3.04%, respectively.
+ Redemption by wire fee (currently $4.00) not included.
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses for the indicated period of years on a
hypothetical $1,000 investment, assuming 5% annual return:
Class A Shares............................................................. $ 58 $84 $ 113 $195
Class B Shares
-- Assuming complete redemption at end of period....................... $ 71 $94 $ 130 $219
-- Assuming no redemption.............................................. $ 21 $64 $ 110 $219
</TABLE>
(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)
The Fund's payment of a distribution fee may result in a long-term shareholder
indirectly paying more than the economic equivalent of the maximum front-end
sales charge permitted under the Rules of Fair Practice of the National
Association of Securities Dealers, Inc.
The management and 12b-1 fees referred to above are more fully explained in
this Prospectus under the caption "The Fund's Expenses" and in the Statement of
Additional Information under the captions "Investment Advisory and Other
Services" and "Distribution Contract."
2
<PAGE> 106
<TABLE>
THE FUND'S FINANCIAL HIGHLIGHTS
The information in the following table of financial highlights for each of the
periods ended March 31, 1994, and prior, has been audited by Ernst & Young LLP,
the Fund's independent auditors, whose unqualified report is included in the
Statement of Additional Information. The financial highlights for the six month
period ended September 30, 1994 are unaudited. Further information about the
performance of the Class A shares of the Fund is contained in the Fund's Annual
and Semi-Annual Reports to shareholders which may be obtained free of charge by
writing or telephoning John Hancock Investor Services Corporation ("Investor
Services"), at the address or telephone number listed on the front page of this
Prospectus. No information is presented for Class B shares since no Class B
shares were outstanding during the periods presented.
Selected data for Class A shares is as follows:
<CAPTION>
SIX MONTHS
ENDED PERIOD
SEPTEMBER 30, YEAR ENDED MARCH 31, ENDED
1994(2) ------------------------------------------------------------------ MARCH 31,
(UNAUDITED) 1994 1993 1992 1991 1990 1989 1988 1987(1)
------------- ------ ------ ------ ------ ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE INCOME AND CAPITAL
CHANGES FOR A SHARE
OUTSTANDING DURING EACH
PERIOD:
Net asset value, beginning of
period...................... $ 9.68 $10.23 $ 9.84 $ 9.62 $ 9.45 $ 9.38 $ 9.69 $ 9.83 $10.00
INCOME FROM INVESTMENT
OPERATIONS
Net investment income......... 0.31 0.63 0.57 0.70 0.78 0.86 0.79 0.79 0.36
Net realized and unrealized
gain (loss) on
investments................. (0.41) (0.54) 0.40 0.23 0.17 0.08 (0.32) (0.14) (0.17)
------ ------ ------ ------ ------ ------ ------ ------ ------
Total from Investment
Operations.................. (0.10) 0.09 0.97 0.93 0.95 0.94 0.47 0.65 0.19
LESS DISTRIBUTIONS
Dividends from net investment
income...................... (0.31) (0.64) (0.58) (0.71) (0.78) (0.87) (0.78) (0.79) (0.36)
------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of
period...................... $(9.27) $ 9.68 $10.23 $ 9.84 $ 9.62 $ 9.45 $ 9.38 $ 9.69 $ 9.83
====== ====== ====== ====== ====== ====== ====== ====== =======
TOTAL RETURN*................. (1.01)% 0.73% 10.13% 9.89% 10.47% 10.32% 5.06% 7.03% 1.91%
====== ====== ====== ====== ====== ====== ====== ====== =======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average
net assets.................. 0.84% 2.04% 3.25% 4.01% 2.63% 1.96% 1.39% 5.30% 3.34%
Ratio of expense reduction to
average net assets.......... (0.19)% (0.74) (2.80)% (3.50)% (2.03)% (1.44)% (1.00)% (5.30)% (3.23)%
------ ------ ------ ------ ------ ------ ------ ------ ------
Ratio of net expenses to
average net assets.......... 0.65% 1.30% 0.45% 0.51% 0.60% 0.52% 0.39% 0.00% 0.11%
====== ====== ====== ====== ====== ====== ====== ====== =======
Ratio of net investment income
to average net assets....... 3.30% 6.08% 5.64% 7.12% 8.41% 9.16% 8.27% 8.46% 3.60%
Portfolio turnover............ 65% 89% 73% 169% 97% 19% 535% 384% 118%
Net Assets, end of period (in
thousands).................. $9,241 $9,740 $1,494 $1,414 $1,537 $2,655 $7,341 $1,552 $ 507
<FN>
- ---------------
(1) Financial highlights are for the period from November 3, 1986 (the date of
the Fund's initial offering of shares to the public) to March 31, 1987 and
have not been annualized.
(2) Financial highlights, including total return, have not been annualized.
* Total return does not include the effect of the initial sales charge for
Class A Shares.
</TABLE>
3
<PAGE> 107
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund is to achieve a high level of current
income, consistent with preservation of capital and maintenance of liquidity.
The Fund seeks to achieve its investment objective by investing in debt
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities ("U.S. Government securities") whose dollar-weighted average
portfolio maturity or average life (under normal market conditions) is between
one and ten years. Because of the uncertainty inherent in all investments, no
assurance can be given that the Fund will achieve its investment objective. The
Fund has undertaken that it (i) will maintain an overall portfolio maturity of
not less than three years and (ii) will not alter such undertaking without first
approving a change in the name of the Fund which deletes the descriptive term
"Intermediate" from the resulting name. U.S. Government securities consist of
the following:
- -------------------------------------------------------------------------------
THE FUND SEEKS TO PROVIDE A HIGH LEVEL OF
CURRENT INCOME CONSISTENT WITH
PRESERVATION OF CAPITAL AND MAINTENANCE OF
LIQUIDITY.
- -------------------------------------------------------------------------------
1. U.S. Treasury obligations, which differ only in their interest rates,
maturities and times of issuance, including U.S. Treasury bills (maturity of
one year or less), U.S. Treasury notes (maturity of one to ten years), and
U.S. Treasury bonds (generally maturities greater than ten years); and
2. Obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities which are supported by: (i) the full faith and credit of
the U.S. Government (e.g., securities issued by the Government National
Mortgage Association ("GNMA")); (ii) the right of the issuer to borrow an
amount limited to a specific line of credit from the U.S. Government (e.g.,
securities of the Federal Home Loan Bank Board); or (iii) the credit of the
instrumentality (e.g., bonds issued by the Federal National Mortgage
Association ("FNMA")).
While, as a non-fundamental investment policy, the Fund may invest in any of the
foregoing obligations, it is currently anticipated that a substantial portion of
the Fund's assets will be invested in mortgage pass-through securities set forth
in (2) above. Mortgage-backed securities derive their value from an underlying
investment structure and accordingly are known as "derivatives." Derivatives
(such as stripped mortgage-backed securities) involve substantial risk including
higher price volatility and the possible lack of a readily available market.
Types of mortgage-backed securities include securities issued or guaranteed by
GNMA, FNMA, and the Federal Home Loan Mortgage Corporation ("FHLMC"). Although
these mortgage-backed securities are guaranteed or issued by U.S. Government
agencies or instrumentalities, FNMA and FHLMC securities are not backed by the
"full faith and credit" of the U.S. Government. In such cases, the Fund must
look principally to the agency issuing or guaranteeing the security for ultimate
payment. Mortgage pass-through securities are securities representing interest
in "pools" of mortgage loans. Monthly payments of interest and principal by the
individual borrowers on mortgages are passed through to the holders of the
securities (net of fees paid to the issuer or guarantor of the securities) as
the mortgages in the underlying mortgage pools are paid off. The average lives
of the mortgage pass-through securities are variable when issued because their
average lives depend on prepayment rates. The average life of these securities
is likely to be substantially shorter than their stated final maturity as a
result of unscheduled principal
4
<PAGE> 108
prepayments. Prepayments on underlying mortgages result in a loss of anticipated
interest, and all or part of a premium, if any has been paid, and the actual
yield (or total return) to the Fund may be different than the quoted yield on
the securities. Mortgage prepayments generally increase with declining interest
rates and decrease with rising interest rates. Like other fixed income
securities, when interest rates rise the value of a mortgage pass-through
security generally will decline; however, when interest rates are declining, the
value of mortgage pass-through securities with prepayment features may not
increase as much as that of other fixed income securities. In cases where U.S.
Government support of agencies or instrumentalities is discretionary, no
assurance can be given that the U.S. Government will provide financial support,
since it is not legally obligated to do so.
STRIPPED MORTGAGE-BACKED SECURITIES
The Fund may acquire stripped mortgage-backed securities ("SMBS") which are
issued and guaranteed by U.S. Government agencies or instrumentalities. For
example, Class 1 and Class 2 stripped mortgage-backed securities ("SMBS
Certificates") are issued by the FNMA. Since Class 1 Certificates generally
benefit from declining interest rates and Class 2 Certificates generally benefit
from rising interest rates, these securities can provide an effective way to
stabilize portfolio value. SMBS Certificates represent beneficial interests in
principal distributions and interest distributions on certain FNMA guaranteed
mortgage pass-through certificates which represent all or part of the beneficial
interests in pools of first lien, single family (one-to-four family residential
property), fixed-rate residential mortgage loans. The original principal amount
of each SMBS Class 1 Certificate represents the amount payable over the life of
the Certificate from principal distributions on the underlying mortgage-backed
securities held by FNMA in its capacity as Trustee of the SMBS trust. Interest
distributions allocable to the SMBS Class 2 Certificates consist of interest at
the pass-through rate specified on the aggregate amount thereof which will
always be equal to the aggregate outstanding principal amount of each associated
issue of SMBS Class 1 Certificates.
COLLATERALIZED MORTGAGE OBLIGATIONS AND MULTI-CLASS PASS-THROUGH SECURITIES
The Fund may invest a portion of its assets in collateralized mortgage
obligations or "CMOs," which are debt obligations collateralized by mortgage
loans or mortgage pass-through securities (such collateral collectively herein
referred to as "Mortgage Assets"). Mortgage Assets underlying CMOs purchased by
the Fund must be U.S. Government securities. The Fund may also invest a portion
of its assets in multi-class pass-through securities which are issued or
guaranteed by the U.S. Government, its agencies, authorities or
instrumentalities. Unless the context indicates otherwise, all references herein
to CMOs include multi-class pass-through securities. Payments of principal and
interest on the Mortgage Assets, and any reinvestment income thereon, provide
the funds to pay debt service on the CMOs or make scheduled distributions on the
multi-class pass-through securities.
5
<PAGE> 109
In a CMO, a series of bonds or certificates is usually issued in multiple
classes with different maturities. Each class of CMO, often referred to as a
"tranche," is issued at a specific fixed or floating coupon rate and has a
stated maturity or final distribution date. Principal prepayments on the
Mortgage Assets may cause the CMOs to be retired substantially earlier than
their stated maturities or final distribution dates, resulting in a loss of all
or part of the premium, if any has been paid.
In addition to the risks associated with prepayments previously described,
prepayment on the Mortgage Assets can be expected to accelerate during periods
of declining interest rates and thus impair the Fund's ability to reinvest the
proceeds in securities with comparable yields. In addition, the U.S. Government
guarantee as to payment of principal and interest of the Fund's U.S. Government
mortgage-backed securities, (which does not extend to the Fund's other asset-
backed securities), does not extend to the value or yield of such securities or
of the Fund's shares of beneficial interest. SMBS Certificates involve risks in
addition to those associated with regular mortgage-backed securities. A rate of
principal payments on the underlying mortgage loans slower than the rate
anticipated by an investor in calculating the initial yield to maturity on an
SMBS Certificate, which could result from stable or rising interest rates (which
would tend to reduce the market value of the Certificate), will, by delaying the
distribution of principal, reduce the yield to maturity on SMBS Class 1
Certificates (principal) purchased at a discount from their original principal
amount and increase the yield to maturity on SMBS Class 2 Certificates (income).
Payments of principal on the underlying mortgage loans at rates faster than the
rate anticipated by investors, which could result from falling interest rates or
from transfers of the underlying property, will, conversely, accelerate
distributions of principal and thereby reduce the yield to maturity on SMBS
Class 2 Certificates (income) and increase the yield to maturity on SMBS Class 1
Certificates (principal). Sufficiently high prepayment rates could result in
purchasers of SMBS Class 2 Certificates (income) not recovering the full amount
of their initial investment. Yields on SMBS Certificates will be extremely
sensitive to actual or anticipated prepayment experienced on the underlying
mortgage loans and significant fluctuations in interest rates may result in
major fluctuations in the market value of such Certificates.
The investment techniques and various policies the Fund may employ in seeking to
achieve its investment objective, such as lending portfolio securities,
securities transactions subject to delayed settlement, options and futures
transactions, mortgage "dollar roll" transactions, or repurchase and reverse
repurchase agreements, may involve a greater degree of risk than those inherent
in more conservative investment approaches. As a non-fundamental investment
policy, the Fund will at all times invest at least 80% of its total assets in
U.S. Government securities. This will serve to limit the Fund's investments in
these investment techniques, in the aggregate, to not more than 20% of the
Fund's total assets. The Fund will limit its investments in stripped
mortgage-backed securities to 10% of its total assets. While the Fund is
permitted to invest up to 100% of its net assets in other derivative securities,
it does not expect to invest substantially in derivative
6
<PAGE> 110
securities. See "Investments, Techniques and Risk Factors" for a discussion of
these techniques and their associated risks.
The Fund's rate of return fluctuates, as does its net asset value per share.
These fluctuations depend largely on changes in the general level of interest
rates. An increase in interest rates will tend to reduce the market values of
securities in which the Fund invests and, therefore, the Fund's net asset value;
whereas a decline in interest rates will tend to increase their values. The Fund
will seek to reduce risks associated with changes in interest rates through its
transactions in options and futures contracts. However, this technique will not
eliminate such risks and will result in transaction costs to the Fund.
The Fund has adopted certain investment restrictions which are enumerated in
detail in the Statement of Additional Information where they are classified as
fundamental. The Fund's investment objective and fundamental policies (such as
the policy concerning the securities in which the Fund may invest as described
above) and restrictions may not be changed without the approval of the Fund's
shareholders. The Fund's non-fundamental investment policies and restrictions,
however, may be changed by a vote of the Trustees without shareholder approval.
Notwithstanding the Fund's fundamental investment restriction prohibiting
investments in other investment companies, the Fund may, pursuant to an order
granted by the SEC, invest in other investment companies in connection with a
deferred compensation plan for the non-interested Trustees of the John Hancock
funds. There can be no assurance that the Fund will achieve its investment
objective.
- -------------------------------------------------------------------------------
THE FUND FOLLOWS CERTAIN POLICIES WHICH
MAY HELP TO REDUCE INVESTMENT RISK.
- -------------------------------------------------------------------------------
The primary consideration in choosing brokerage firms to carry out the Fund's
transactions is execution at the most favorable prices, taking into account the
broker's professional ability and quality of service. Consideration may also be
given to the broker's sales of Fund shares. Pursuant to procedures determined by
the Trustees, the Fund's investment adviser, John Hancock Advisers, Inc. (the
"Adviser"), may place securities transactions with brokers affiliated with the
Adviser. The brokers include Tucker Anthony Incorporated, Sutro and Company,
Inc. and John Hancock Distributors, Inc., which are indirectly owned by the John
Hancock Mutual Life Insurance Company (the "Life Company"), which in turn
indirectly owns the Adviser.
- -------------------------------------------------------------------------------
BROKERS ARE CHOSEN ON BEST PRICE AND
EXECUTION.
- -------------------------------------------------------------------------------
ORGANIZATION AND MANAGEMENT OF THE FUND
The Fund is a diversified series of the Trust, an open-end management investment
company organized as a Massachusetts business trust. The Trust has six series of
shares, one of which is the Fund. The Trust reserves the right to create and
issue a number of series of shares, or funds or classes thereof, which are
separately managed and have different investment objectives. The Trustees have
authorized the issuance of two classes of the Fund, designated Class A and Class
B. The shares of each class represent an interest in the same portfolio of
investments of the Fund. Each class has equal rights as to voting, redemption,
dividends and liquidation. However, each class bears different distribution and
transfer agent fees and other expenses. Also, Class A and Class B shareholders
have exclusive voting rights with respect to their distribution plans. The Trust
is not required to and does
- -------------------------------------------------------------------------------
THE BOARD OF TRUSTEES ELECTS OFFICERS AND
RETAINS THE INVESTMENT ADVISER WHO IS
RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS
OF THE FUND, SUBJECT TO THE BOARD OF
TRUSTEES' POLICIES AND SUPERVISION.
- -------------------------------------------------------------------------------
7
<PAGE> 111
not intend to hold annual meetings of shareholders, although special meetings
may be held for such purposes as electing or removing Trustees, changing
fundamental policies or approving a management contract. The Trust, under
certain circumstances, will assist in shareholder communications with other
shareholders.
The Adviser was organized in 1968 and is a wholly-owned indirect subsidiary of
the Life Company, a financial services company. The Adviser provides the Fund,
and other investment companies in the John Hancock group of funds, with
investment research and portfolio management services. John Hancock Funds, Inc.
("John Hancock Funds") distributes shares for all of the John Hancock mutual
funds through brokers which have arrangements with John Hancock Funds ("Selling
Brokers"). Certain Trust officers are also officers of the Adviser and John
Hancock Funds.
- -------------------------------------------------------------------------------
JOHN HANCOCK ADVISERS, INC. ADVISES
INVESTMENT COMPANIES HAVING AN AGGREGATE
NET ASSET VALUE OF MORE THAN $13 BILLION.
- -------------------------------------------------------------------------------
All investment decisions are made by a committee and no single person is
primarily responsible for making recommendations to the committee.
In order to avoid any conflict with portfolio trades for the Fund, the Adviser
and the Fund have adopted extensive restrictions on personal securities trading
by personnel of the Adviser and its affiliates. Some of these restrictions are:
preclearance for all personal trades and a ban on the purchase of initial public
offerings, as well as contributions to specified charities of profits on
securities held for less than 91 days. These restrictions are a continuation of
the basic principle that the interests of the Fund and its shareholders come
first.
ALTERNATIVE PURCHASE ARRANGEMENTS
You can purchase shares of the Fund at a price equal to their net asset value
per share plus a sales charge. At your election, this charge may be imposed
either at the time of the purchase (see "Initial Sales Charge Alternative,"
Class A shares) or on a contingent deferred basis (the "Contingent Deferred
Sales Charge Alternative," Class B shares). If you do not specify on your
account application the class of shares you are purchasing, it will be assumed
that you are investing in Class A shares.
- -------------------------------------------------------------------------------
AN ALTERNATIVE PURCHASE PLAN ALLOWS YOU TO
CHOOSE THE METHOD OF PAYMENT THAT IS BEST
FOR YOU.
- -------------------------------------------------------------------------------
CLASS A SHARES. If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount of your purchase is $1 million or more.
If you purchase $1 million or more of Class A shares, you will not be subject to
an initial sales charge, but you will incur a sales charge if you redeem your
shares within one year of purchase. Class A shares are subject to ongoing
distribution and service fees at a combined annual rate of up to 0.25% of the
Fund's average daily net assets attributable to the Class A shares. Certain
purchases of Class A shares qualify for reduced initial sales charges. See
"Share Price -- Qualifying for a Reduced Sales Charge."
- -------------------------------------------------------------------------------
INVESTMENTS IN CLASS A SHARES ARE SUBJECT
TO AN INITIAL SALES CHARGE.
- -------------------------------------------------------------------------------
CLASS B SHARES. You will not incur a sales charge when you purchase Class B
shares, but the shares are subject to a sales charge if you redeem them within
six years of purchase (the "contingent deferred sales charge" or the "CDSC").
Class B shares are subject to ongoing distribution and service fees at a
combined
- -------------------------------------------------------------------------------
INVESTMENTS IN CLASS B SHARES ARE SUBJECT
TO A CONTINGENT DEFERRED SALES CHARGE.
- -------------------------------------------------------------------------------
8
<PAGE> 112
annual rate of up to 1.00% of the Fund's average daily net assets attributable
to the Class B shares. Investing in Class B shares permits all of your
dollars to work from the time you make your investment, but the higher ongoing
distribution fee will cause these shares to have higher expenses than those of
Class A shares. To the extent that any dividends are paid by the Fund, these
higher expenses will also result in lower dividends than those paid on Class A
shares.
Class B shares are not available for full-service defined contribution plans
administered by Investor Services or the Life Company that had more than 100
eligible employees at the inception of the Fund account.
FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE
The alternative purchase arrangement allows you to choose the most beneficial
way to buy shares, given the amount of your purchase, the length of time you
expect to hold your shares and other circumstances. You should consider whether,
during the anticipated life of your Fund investment, the CDSC and accumulated
fees on Class B shares would be less than the initial sales charge and
accumulated fees on Class A shares purchased at the same time, and to what
extent this differential would be offset by the Class A shares' lower expenses.
To help you make this determination, the table under the caption "Expense
Information" on the inside cover page of this Prospectus shows examples of the
charges applicable to each class of shares. Class A shares will normally be more
beneficial if you qualify for reduced sales charges. See "Share
Price -- Qualifying for a Reduced Sales Charge."
- -------------------------------------------------------------------------------
YOU SHOULD CONSIDER WHICH CLASS OF SHARES
WOULD BE MORE BENEFICIAL TO YOU.
- -------------------------------------------------------------------------------
Class A shares are subject to lower distribution fees and, accordingly, pay
correspondingly higher dividends per share, to the extent any dividends are
paid. However, because initial sales charges are deducted at the time of
purchase, you would not have all of your funds invested initially and,
therefore, would initially own fewer shares. If you do not qualify for reduced
initial sales charges and expect to maintain your investment for an extended
period of time, you might consider purchasing Class A shares. This is because
the accumulated distribution and service charges on Class B shares may exceed
the initial sales charge and accumulated distribution and service charges on
Class A shares during the life of your investment.
Alternatively, you might determine that it is more advantageous to purchase
Class B shares to have all of your funds invested initially. However, you will
be subject to higher distribution and service fees and, for a six-year period, a
CDSC.
In the case of Class A shares, the distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the proceeds
of the initial sales charge and ongoing distribution and service fees. In the
case of Class B shares, the expenses will be paid from the proceeds of the
ongoing distribution and service fees, as well as from the CDSC incurred upon
redemption within six years of purchase. The purpose and function of the Class B
shares' CDSC and ongoing distribution and service fees are the same as those of
the Class A shares' initial sales charge and ongoing distribution and service
fees. Sales
9
<PAGE> 113
personnel distributing the Fund's shares may receive different compensation for
selling each class of shares.
Dividends, if any, on Class A and Class B shares will be calculated in the same
manner, at the same time and on the same day. They also will be in the same
amount, except for differences resulting from each class bearing only its own
distribution and service fees, shareholder meeting expenses and any incremental
transfer agency costs. See "Dividends and Taxes."
THE FUND'S EXPENSES
For managing its investment and business affairs, the Fund pays a monthly fee to
the Adviser which is equal on an annual basis to 0.50% of the Fund's average
daily net assets. During the Fund's fiscal year ended March 31, 1994, the Fund's
former investment adviser waived the entire amount of its advisory fee.
The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service fees
at an aggregate annual rate of up to 0.25% of the Class A shares' average daily
net assets and an aggregate annual rate of 1.00% of the Class B shares' average
daily net assets. In each case, up to 0.25% for Class A and Class B shares is
for service expenses and the remaining amount is for distribution expenses. The
distribution fees will be used to reimburse John Hancock Funds for its
distribution expenses, including but not limited to: (i) initial and ongoing
sales compensation to Selling Brokers and others (including affiliates of John
Hancock Funds) engaged in the sale of Fund shares; (ii) marketing, promotional
and overhead expenses incurred in connection with the distribution of Fund
shares; (iii) unreimbursed distribution expenses under the Fund's prior
distribution plans; (iv) distribution expenses incurred by other investment
companies which sell all or substantially all of their assets to, merge with or
otherwise engage in a reorganization transaction with the Fund; and (v) with
respect to Class B shares only, interest expenses on unreimbursed distribution
expenses. The service fees will be used to compensate Selling Brokers for
providing personal and account maintenance services to shareholders.
- -------------------------------------------------------------------------------
THE FUND PAYS DISTRIBUTION AND SERVICE
FEES FOR MARKETING AND SALES-RELATED
SHAREHOLDER SERVICING.
- -------------------------------------------------------------------------------
In the event John Hancock Funds is not fully reimbursed for payments it makes
or expenses it incurs under the Class A Plan, these expenses will not be
carried beyond one year from the date they were incurred. Unreimbursed expenses
under the Class B Plan will be carried forward together with interest on the
balance of these unreimbursed expenses. No Class B shares of the Fund were
outstanding during the fiscal year ended March 31, 1994.
The Adviser has voluntarily and temporarily agreed to limit the Fund's aggregate
operating expenses and not to impose its advisory fee to the extent necessary to
limit the total of the advisory fee and aggregate operating expenses of the Fund
(including transfer agent fees and fees payable by the Fund under a Rule 12b-1
plan) to 1.30% and 2.05% of the average net assets attributable to the Class A
and Class B shares, respectively.
10
<PAGE> 114
Information on the Fund's total expenses appears in the Financial Highlights
section of this Prospectus.
DIVIDENDS AND TAXES
DIVIDENDS. The Fund generally declares daily and distributes monthly dividends
representing all or substantially all of its net investment income. The Fund
will distribute net realized long-term and short-term capital gains, if any, at
least annually.
- -------------------------------------------------------------------------------
THE FUND GENERALLY DECLARES DIVIDENDS
DAILY AND DISTRIBUTES THEM MONTHLY.
- -------------------------------------------------------------------------------
Dividends are reinvested in additional shares of your class unless you elect the
option to receive them in cash. If you elect the cash option and the U.S. Postal
Service cannot deliver your checks, your election will be converted to the
reinvestment option. Because of the higher expenses associated with Class B
shares, any dividends on these shares will be lower than those on the Class A
shares. See "Share Price."
TAXATION. Dividends from the Fund's net investment income and net short-term
capital gains are taxable to you as ordinary income and dividends from the
Fund's net long-term capital gains are taxable as long-term capital gains. These
dividends are taxable whether you take them in cash or reinvest in additional
shares. Certain dividends may be paid in January of a given year but may be
taxable as if you received them the previous December.
The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, the Fund will not be
subject to Federal income tax on any net investment income or net realized
capital gains that are distributed to its shareholders within the time period
prescribed by the Code. When you redeem (sell) or exchange shares, you may
realize a taxable gain or loss.
On the account application, you must certify that the social security or other
taxpayer identification number you provide is your correct number and that you
are not subject to backup withholding of Federal income tax. If you do not
provide this information or are otherwise subject to this withholding, the Fund
may be required to withhold 31% of your dividends and the proceeds of
redemptions or exchanges.
In addition to Federal taxes, you may be subject to state, local or foreign
taxes with respect to your investment in and distributions from the Fund.
Non-U.S. shareholders and tax-exempt shareholders are subject to different tax
treatment not described above. A state income (and possibly local income and/or
intangible
property) tax exemption is generally available to the extent the Fund's
distributions are derived from interest on (or, in the case of intangibles
taxes, the value of its assets is attributable to) certain U.S. Government
obligations, provided in some states that certain thresholds for holdings of
such obligations and/or reporting requirements are satisfied. You should consult
your tax adviser for specific tax advice.
11
<PAGE> 115
PERFORMANCE
Yield reflects the Fund's rate of income on portfolio investments as a
percentage of its share price. Yield is computed by annualizing the result of
dividing the net investment income per share over a 30 day period by the maximum
offering price per share on the last day of that period. Yield is also
calculated according to accounting methods that are standardized for all stock
and bond funds. Because yield accounting methods differ from the methods used
for other accounting purposes, the Fund's yield may not equal the income paid on
shares or the income reported in the Fund's financial statements.
- -------------------------------------------------------------------------------
THE FUND MAY ADVERTISE ITS YIELD AND TOTAL
RETURN.
- -------------------------------------------------------------------------------
The Fund's total return shows the overall dollar or percentage change in value
of a hypothetical investment in the Fund, assuming the reinvestment of all
dividends. Cumulative total return shows the Fund's performance over a period of
time. Average annual total return shows the cumulative return divided over the
number of years included in the period. Because average annual total return
tends to smooth out variations in the Fund's performance, you should recognize
that it is not the same as actual year-to-year results.
Both total return and yield calculations for Class A shares generally include
the effect of paying the maximum sales charge (except as shown in "The Fund's
Financial Highlights"). Investments at a lower sales charge would result in
higher performance figures. Total return and yield calculations for Class B
shares reflect the deduction of the applicable CDSC imposed on a redemption of
shares held for the applicable period. All calculations assume that all
dividends are reinvested at net asset value on the reinvestment dates during the
periods. Total return and yield of Class A and Class B shares will be calculated
separately and, because each class is subject to different expenses, the total
return and yield may differ with respect to each class for the same period. The
relative performance of the Class A and Class B shares will be affected by a
variety of factors, including the higher operating expenses attributable to the
Class B shares, whether the Fund's investment performance is better in the
earlier or later portions of the period measured and the level of net assets of
the classes during the period. The Fund will include the total return of Class A
and Class B shares in any advertisement or promotional materials including Fund
performance data. The value of Fund shares, when redeemed, may be more or less
than their original cost. Both yield and total return are historical
calculations and are not an indication of future performance. See "Factors to
Consider in Choosing an Alternative."
12
<PAGE> 116
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
The minimum initial investment in Class A and Class B shares is $1,000 ($250 for
group investments and retirement plans). Complete the Account Application attached
to this Prospectus. Indicate whether you are purchasing Class A or Class B shares.
If you do not specify which class of shares you are purchasing, Investor Services
will assume that you are investing in Class A shares.
- -------------------------------------------------------------------------------
OPENING AN ACCOUNT
- ---------------------------------------------------------------------------------
BY CHECK 1. Make your check payable to John Hancock Investor Services
Corporation ("Investor Services"), P.O. Box 9115, Boston, MA
02205-9115.
2. Deliver the completed application and check to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- ---------------------------------------------------------------------------------
BY WIRE 1. Obtain an account number by contacting your registered
representative or Selling Broker, or by calling 1-800-225-5291.
2. Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Intermediate Government Trust
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
3. Deliver the completed application to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- ---------------------------------------------------------------------------------
MONTHLY 1. Complete the "Automatic Investing" and "Bank Information"
AUTOMATIC sections on the Account Privileges Application designating a
ACCUMULATION bank account from which funds may be drawn.
- -------------------------------------------------------------------------------
BUYING ADDITIONAL CLASS A AND CLASS B
SHARES
- -------------------------------------------------------------------------------
PROGRAM
(MAAP) 2. The amount you elect to invest will be automatically withdrawn
from your bank or credit union account.
- ---------------------------------------------------------------------------------
BY TELEPHONE 1. Complete the "Invest-By-Phone" and "Bank Information" sections
on the Account Privileges Application designating a bank
account from which your funds may be drawn. Note that in order
to invest by phone, your account must be in a bank or credit
union that is a member of the Automated Clearing House system
(ACH).
2. After your authorization form has been processed, you may
purchase additional Class A or Class B shares by calling
Investor Services toll-free 1-800-225-5291.
3. Give the Investor Services representative the name(s) in which
your account is registered, the Fund name, the class of shares
you own, your account number, and the amount you wish to invest.
4. Your investment normally will be credited to your account the
business day following your phone request.
- ---------------------------------------------------------------------------------
</TABLE>
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<PAGE> 117
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
BY CHECK 1. Either complete the detachable stub included on your account
statement or include a note with your investment listing the
name of the Fund, the class of shares you own, your account
number and the name(s) in which the account is registered.
- -------------------------------------------------------------------------------
BUYING ADDITIONAL CLASS A AND CLASS B
SHARES (CONTINUED)
- -------------------------------------------------------------------------------
2. Make your check payable to John Hancock Investor Services
Corporation.
3. Mail the account information and check to:
John Hancock Investor Services Corporation
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or Selling
Broker.
- ---------------------------------------------------------------------------------
BY WIRE Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Intermediate Government Trust
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
- ---------------------------------------------------------------------------------
Other Requirements: All purchases must be made in U.S. dollars. Checks written on
foreign banks will delay purchases until U.S. funds are received, and a collection
charge may be imposed. Shares of the Fund are priced at the offering price based
on the net asset value computed after Investor Services receives notification of
the dollar equivalent from the Fund's custodian bank. Wire purchases normally take
two or more hours to complete and, to be accepted the same day, must be received
by 4:00 P.M., New York time. Your bank may charge a fee to wire funds. Telephone
transactions are recorded to verify information. Certificates are not issued
unless a request is made in writing to Investor Services.
- ---------------------------------------------------------------------------------
</TABLE>
You will receive a statement of your account after any transaction that affects
your share balance or registration (statements related to reinvestment of
dividends and automatic investment/withdrawal plans will be sent to you
quarterly). A tax information statement will be mailed to you by January 31 of
each year.
- -------------------------------------------------------------------------------
YOU WILL RECEIVE ACCOUNT STATEMENTS THAT
YOU SHOULD KEEP TO HELP WITH YOUR PERSONAL
RECORDKEEPING.
- -------------------------------------------------------------------------------
SHARE PRICE
The net asset value per share ("NAV") is the value of one share. The NAV is
calculated by dividing the net assets of each class by the number of outstanding
shares of that class. The NAV of each class can differ. Securities in the Fund's
portfolio are valued on the basis of market quotations, valuations provided by
independent pricing services or at fair value as determined in good faith
according to procedures approved by the Trustees. Short-term debt investments
maturing within 60 days are valued at amortized cost, which the Trustees have
determined approximates market value. The NAV is calculated once daily as of the
close of regular trading on the New York Stock Exchange (generally at 4:00 p.m.,
New York time) on each day that the Exchange is open.
- -------------------------------------------------------------------------------
THE OFFERING PRICE OF YOUR SHARES IS THEIR
NET ASSET VALUE PLUS A SALES CHARGE, IF
APPLICABLE, WHICH WILL VARY WITH THE
PURCHASE ALTERNATIVE YOU CHOOSE.
- -------------------------------------------------------------------------------
Shares of the Fund are sold at the offering price based on the NAV computed
after your investment request is received in good order by John Hancock Funds.
If you buy shares of the Fund through a Selling Broker, the Selling Broker must
receive your investment before the close of regular trading on the New York
Stock
14
<PAGE> 118
Exchange and transmit it to John Hancock Funds before its close of business to
receive that day's offering price.
<TABLE>
INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES. The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:
<CAPTION>
COMBINED
SALES CHARGE AS REALLOWANCE REALLOWANCE TO
SALES CHARGE AS A PERCENTAGE OF AND SERVICE FEE AS SELLING BROKERS AS
AMOUNT INVESTED A PERCENTAGE OF THE AMOUNT A PERCENTAGE OF A PERCENTAGE OF
(INCLUDING SALES OFFERING PRICE INVESTED OFFERING PRICE(+) THE OFFERING PRICE(*)
CHARGE)
---------------- --------------- -------------- ------------------ ---------------------
<S> <C> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.00% 3.76%
$100,000 to $249,999 3.75% 3.90% 3.25% 3.01%
$250,000 to $499,999 2.75% 2.83% 2.30% 2.06%
$500,000 to $999,999 2.00% 2.04% 1.75% 1.51%
$1,000,000 and over 0.00%(**) 0.00%(**) (***) 0.00%(***)
<FN>
(*) Upon notice to Selling Brokers with whom it has sales agreements, John
Hancock Funds may reallow an amount up to the full applicable sales
charge. In addition to the reallowance allowed to all Selling Brokers,
John Hancock Funds will pay the following: round trip airfare to a resort
will be offered to each registered representative of a Selling Broker (if
the Selling Broker has agreed to participate) who sells certain amounts of
shares of John Hancock Funds. John Hancock Funds will make these incentive
payments out of its own resources. A Selling Broker to whom substantially
the entire sales charge is reallowed or who receives these incentives may
be deemed to be an underwriter under the Securities Act of 1933. Other
than distribution and service fees, the Fund does not bear distribution
expenses.
(**) No sales charge is payable at the time of purchase of Class A shares of $1
million or more, but a CDSC may be imposed in the event of certain
redemption transactions within one year of purchase.
(***) John Hancock Funds may pay a commission and the first year's service fee
(as described in (+) below) to Selling Brokers who initiate and are
responsible for purchases of Class A shares of $1 million or more in
aggregate as follows: 1% on sales to $4,999,999, 0.50% on the next $5
million and 0.25% on $10 million and over.
(+) At the time of sale, John Hancock Funds pays to Selling Brokers the first
year's service fee in advance in an amount equal to 0.25% of the net
assets invested in the Fund at the time of the sale. Thereafter, it pays
the service fee periodically in arrears in an amount up to 0.25% of the
Fund's average annual net assets. Selling Brokers receive the fee as
compensation for providing personal and account maintenance services to
shareholders.
</TABLE>
Sales charges ARE NOT APPLIED to any dividends that are reinvested in additional
Class A shares of the Fund.
In addition, John Hancock Funds will pay certain affiliated Selling Brokers at
an annual rate of up to 0.05% of the daily net assets of accounts attributable
to these brokers.
15
<PAGE> 119
Under certain circumstances described below, investors in Class A shares may be
entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge."
<TABLE>
CONTINGENT DEFERRED SALES CHARGE -- INVESTMENTS OF $1 MILLION OR MORE IN CLASS A
SHARES. Purchases of $1 million or more of Class A shares will be made at net
asset value with no initial sales charge, but if the shares are redeemed within
12 months after the end of the calendar month in which the purchase was made
(the CDSC period), a CDSC will be imposed. The rate of the CDSC will depend on
the amount invested as follows:
<CAPTION>
AMOUNT INVESTED CDSC RATE
--------------- ---------
<S> <C>
$1 million to $4,999,999................................................ 1.00%
Next $5 million to $9,999,999........................................... 0.50%
Amounts of $10 million and over......................................... 0.25%
</TABLE>
Existing full service clients of the Life Company who were group annuity
contract holders as of September 1, 1994, and participant directed defined
contribution plans with at least 100 eligible employees at the inception of the
Fund account may purchase Class A shares with no initial sales charge. However,
if the shares are redeemed within 12 months after the end of the calendar year
in which the purchase was made, a CDSC will be imposed at the above rate.
The CDSC will be assessed on an amount equal to the lesser of the current market
value or the original purchase cost of the redeemed Class A shares. Accordingly,
no CDSC will be imposed on increases in account value above the initial purchase
price, including any distributions which have been reinvested in additional
shares.
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
Therefore, it will be assumed that the redemption is first made from any shares
in your account that are not subject to the CDSC. The CDSC is waived on
redemptions in certain circumstances. See "Waiver of Contingent Deferred Sales
Charges" below.
QUALIFYING FOR A REDUCED SALES CHARGE. If you invest more than $100,000 in
Class A shares of the Fund or a combination of funds within the John Hancock
family of funds (except money market funds), you may qualify for a reduced sales
charge on your investments in Class A shares through a LETTER OF INTENTION. You
may also be able to use the ACCUMULATION PRIVILEGE and the COMBINATION PRIVILEGE
to take advantage of the value of your previous investments in Class A shares of
the John Hancock funds in meeting the breakpoints for a reduced sales charge.
For the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE, the applicable sales
charge will be based on the total of:
- -------------------------------------------------------------------------------
YOU MAY QUALIFY FOR
A REDUCED SALES CHARGE
ON YOUR INVESTMENT IN
CLASS A SHARES.
- -------------------------------------------------------------------------------
1. Your current purchase of Class A shares of the Fund.
2. The net asset value (at the close of business on the previous day) of (a) all
Class A shares of the Fund you hold, and (b) all Class A shares of any other
John Hancock funds you hold; and
16
<PAGE> 120
3. The net asset value of all shares held by another shareholder eligible to
combine his or her holdings with you into a single "purchase."
EXAMPLE:
If you hold Class A shares of a John Hancock fund with a net asset value of
$20,000 and, subsequently, invest $80,000 in Class A shares of the Fund, the
sales charge on this subsequent investment would be 3.75% and not 4.50% (the
rate that would otherwise be applicable to investments of less than $100,000.
See "Initial Sales Charge Alternative -- Class A Shares.")
If you are in one of the following categories, you may purchase Class A shares
of the Fund without paying a sales charge:
- - A Trustee or officer of the Fund; a Director or officer of the Adviser and its
affiliates or Selling Brokers; employees or sales representatives of any of
the foregoing; retired officers, employees or Directors of any of the
foregoing; a member of the immediate family of any of the foregoing; or any
fund, pension, profit sharing or other benefit plan for the individuals
described above.
- -------------------------------------------------------------------------------
CLASS A SHARES MAY BE AVAILABLE WITHOUT A
SALES CHARGE TO CERTAIN INDIVIDUALS AND
ORGANIZATIONS.
- -------------------------------------------------------------------------------
- - Any state, county, city or any instrumentality, department, authority, or
agency of these entities that is prohibited by applicable investment laws from
paying a sales charge or commission when it purchases shares of any registered
investment management company.*
- - A bank, trust company, credit union, savings institution or other type of
depository institution, its trust departments or common trust funds if it is
purchasing $1 million or more for non-discretionary customers or accounts.*
- - A broker, dealer or registered investment adviser that has entered into an
agreement with John Hancock Funds providing specifically for the use of Fund
shares in fee-based investment products made available to its clients.
- - A former participant in an employee benefit plan with John Hancock Funds, when
he/she withdraws from his/her plan and transfers any or all of his/her plan
distributions directly to the Fund.
- ---------------
* For investments made under these provisions, John Hancock Funds may make a
payment out of its own resources to the Selling Broker in an amount not to
exceed 0.25% of the amount invested.
Class A shares of the Fund may be purchased without an initial sales charge in
connection with certain liquidation, merger or acquisition transactions
involving other investment companies or personal holding companies.
CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE -- CLASS B SHARES. Class B shares
are offered at net asset value per share without a sales charge so that your
entire initial investment will go to work at the time of purchase. However,
Class B shares redeemed within six years of purchase will be subject to a CDSC
at the rates set forth below. This charge will be assessed on an amount equal to
the lesser of the current market value or the original purchase cost of the
shares being redeemed. Accordingly, you will not be assessed a CDSC on increases
in account
17
<PAGE> 121
value above the initial purchase price, including shares derived from dividend
reinvestment.
[/R]
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will be assumed that your redemption comes first from shares you have held
beyond the six-year CDSC redemption period or those you acquired through
reinvestment of dividends, and next from the shares you have held the longest
during the six-year period. The CDSC is waived on redemptions in certain
circumstances. See the discussion "Waiver of Contingent Deferred Sales Charges"
below.
EXAMPLE:
You have purchased 100 shares at $10 per share. The second year after your
purchase, your investment's net asset value per share has increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment. If
you redeem 50 shares at this time, your CDSC will be calculated as follows:
<TABLE>
<S> <C>
- - Proceeds of 50 shares redeemed at $12 per share $ 600
- - Minus proceeds of 10 shares not subject to CDSC because they were
acquired through dividend reinvestment (10 X $12) -120
- - Minus appreciation on remaining shares, also not subject to CDSC (40 X
$2) - 80
------
- - Amount subject to CDSC $ 400
</TABLE>
Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with
distribution services connected to the sale of Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without deducting a sales charge at the time of the
purchase.
The amount of the CDSC, if any, will vary depending on the number of years from
the time you purchase your Class B shares until the time you redeem them. Solely
for the purposes of determining this holding period, any payments you make
during the month will be aggregated and deemed to have been made on the last day
of the month.
<TABLE>
<CAPTION>
YEAR IN WHICH
CLASS B SHARES CONTINGENT DEFERRED SALES
REDEEMED FOLLOWING CHARGE AS A PERCENTAGE OF
PURCHASE DOLLAR AMOUNT SUBJECT TO CDSC
------------------ -----------------------------
<S> <C>
First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter None
</TABLE>
A commission equal to 3.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service fee is paid in advance at the time of sale for the provision of
personal and
18
<PAGE> 122
account maintenance services to shareholders during the twelve months following
the sale, and thereafter the service fee is paid in arrears.
WAIVER OF CONTINGENT DEFERRED SALES CHARGES. The CDSC will be waived on
redemptions of Class B shares and of Class A shares that are subject to a CDSC,
unless indicated otherwise, in these circumstances:
- - Redemptions of Class B shares made under a Systematic Withdrawal Plan (see
"How to Redeem Shares"), as long as your annual redemptions do not exceed 10%
of your account value at the time you establish your Systematic Withdrawal
Plan and 10% of the value of your subsequent investments (less redemptions) in
that account at the time you notify Investor Services. This waiver does not
apply to Systematic Withdrawal Plan redemptions of Class A shares that are
subject to a CDSC.
-----------------------------------------------------------------------
UNDER CERTAIN CIRCUMSTANCES, THE
CDSC ON CLASS B AND
CERTAIN CLASS A SHARE REDEMPTIONS WILL BE WAIVED.
-----------------------------------------------------------------------
- - Redemptions made to effect distributions from an Individual Retirement Account
either before or after age 59 1/2, as long as the distributions are based on
the life expectancy or the joint-and-last survivor life expectancy of you and
your beneficiary. These distributions must be free from penalty under the
Code.
- - Redemptions made to effect mandatory distributions under the Code after age
70 1/2 from a tax-deferred retirement plan.
- - Redemptions made to effect distributions to participants or beneficiaries from
certain employer-sponsored retirement plans including those qualified under
Section 401(a) of the Code, custodial accounts under Section 403(b)(7) of the
Code and deferred compensation plans under Section 457 of the Code. The waiver
also applies to certain returns of excess contributions made to these plans.
In all cases, the distributions must be free from penalty under the Code.
- - Redemptions due to death or disability.
- - Redemptions made under the Reinvestment Privilege, as described in "Additional
Services and Programs" of this Prospectus.
- - Redemptions made pursuant to the Fund's right to liquidate your account if you
have less than $100 invested in the Fund.
- - Redemptions made in connection with certain liquidation, merger or acquisition
transactions involving other investment companies or personal holding
companies.
- - Redemptions from certain IRA and retirement plans that purchased shares prior
to October 1, 1992.
If you qualify for a CDSC waiver under one of these situations, you must notify
Investor Services either directly or through your Selling Broker at the time you
make your redemption. The waiver will be granted once Investor Services has
confirmed that you are entitled to the waiver.
CONVERSION OF CLASS B SHARES. Your Class B shares and an appropriate portion of
reinvested dividends on those shares will be converted into Class A shares
automatically. This will occur no later than the month following eight years
after
19
<PAGE> 123
the shares were purchased, and will result in lower annual distribution fees. If
you exchanged Class B shares into the Fund from another John Hancock fund, the
calculation will be based on the time you purchased the shares in the original
fund. The Fund has been advised that the conversion of Class B shares to Class A
shares should not be taxable for Federal income tax purposes and should not
change a shareholder's tax basis or tax holding period for the converted shares.
HOW TO REDEEM SHARES
You may redeem all or a portion of your shares on any business day. Your shares
will be redeemed at the next NAV calculated after your redemption request is
received in good order by Investor Services, less any applicable CDSC. The Fund
may hold payment until it is reasonably satisfied that investments recently made
by check or Invest-by-Phone have been collected (which may take up to 10
calendar days).
- -------------------------------------------------------------------------------
TO ASSURE ACCEPTANCE OF YOUR REDEMPTION
REQUEST, PLEASE FOLLOW THESE PROCEDURES.
- -------------------------------------------------------------------------------
Once your shares are redeemed, the Fund generally sends you payment on the next
business day. When you redeem your shares, you may realize a taxable gain or
loss depending usually on the difference between what you paid for them and what
you receive for them, subject to certain tax rules. Under unusual circumstances,
the Fund may suspend redemptions or postpone payment for up to seven days or
longer, as permitted by Federal securities laws.
<TABLE>
- --------------------------------------------------------------------------------
<S> <C> <C>
BY TELEPHONE All Fund shareholders are automatically eligible for the
telephone redemption privilege. Call 1-800-225-5291, from
8:00 A.M. to 4:00 P.M. (New York time), Monday through
Friday, excluding days on which the Exchange is closed.
Investor Services employs the following procedures to
confirm that instructions received by telephone are
genuine. Your name, the account number, taxpayer
identification number applicable to the account and other
relevant information may be requested. In addition,
telephone instructions are recorded.
You may redeem up to $100,000 by telephone, but the address
on the account must not have changed for the last thirty
days. A check will be mailed to the exact name(s) and
address shown on the account.
If reasonable procedures, such as those described above,
are not followed, the Fund may be liable for any loss due
to unauthorized or fraudulent telephone instructions. In
all other cases, neither the Fund nor Investor Services
will be liable for any loss or expense for acting upon
telephone instructions made in accordance with the
telephone transaction procedures mentioned above.
Telephone redemption is not available for IRAs or other
tax-qualified retirement plans or shares of the Fund that
are in certificated form.
During periods of extreme economic conditions or market
changes, telephone requests may be difficult to implement
due to a large volume of calls. During these times, you
should consider placing redemption requests in writing or
use EASI-Line. EASI-Line's telephone number is
1-800-338-8080.
- ---------------------------------------------------------------------------------
</TABLE>
<PAGE> 124
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------
BY WIRE If you have a telephone redemption form on file with the
Fund, redemption proceeds of $1,000 or more can be wired on
the next business day to your designated bank account, and
a fee (currently $4.00) will be deducted. You may also use
electronic funds transfer to your assigned bank account,
and the funds are usually collectable after two business
days. Your bank may or may not charge a fee for this
service. Redemptions of less than $1,000 will be sent by
check or electronic funds transfer.
This feature may be elected by completing the "Telephone
Redemption" section on the Account Privileges Application
attached to the Prospectus.
- ---------------------------------------------------------------------------------
IN WRITING Send a stock power or "letter of instruction" specifying
the name of the Fund, the dollar amount or the number of
shares to be redeemed, your name, class of shares, your
account number and the additional requirements listed below
that apply to your particular account.
- ---------------------------------------------------------------------------------
<CAPTION>
TYPE OF REGISTRATION REQUIREMENTS
-------------------- ------------
<S> <C> <C>
Individual, Joint Tenants, Sole A letter of instruction signed (with titles
Proprietorship, Custodial where applicable) by all persons authorized
(Uniform Gifts or Transfer to to sign for the account, exactly as it is
Minors Act), General Partners registered with the signature(s) guaran-
teed.
Corporation, Association A letter of instruction and a corporate
resolution, signed by person(s) authorized
to act on the account with the signature(s)
guaranteed.
Trusts A letter of instruction signed by the
Trustee(s) with the signature(s) guaranteed.
(If the Trustee's name is not registered on
your account, also provide a copy of the
trust document, certified within the last 60
days.)
If you do not fall into any of these registration categories, please call
1-800-225-5291 for further instructions.
- ---------------------------------------------------------------------------------
A signature guarantee is a widely accepted way to protect you and the Fund by
verifying the signature on your request. It may not be provided by a notary
public. If the net asset value of the shares redeemed is $100,000 or less, John
Hancock Funds may guarantee the signature. The following institutions may
provide you with a signature guarantee, provided that the institution meets
credit standards established by Investor Services: (i) a bank; (ii) a securities
broker or dealer, including a government or municipal securities broker or
dealer, that is a member of a clearing corporation or meets certain net capital
requirements; (iii) a credit union having authority to issue signature
guarantees; (iv) a savings and loan association, a building and loan
association, a cooperative bank, a federal savings bank or association; or (v) a
national securities exchange, a registered securities exchange or a clearing
agency.
</TABLE>
- -------------------------------------------------------------------------------
WHO MAY GUARANTEE YOUR SIGNATURE.
- -------------------------------------------------------------------------------
21
<PAGE> 125
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------
THROUGH YOUR BROKER. Your broker may be able to initiate the redemption.
Contact your broker for instructions.
- -------------------------------------------------------------------------------
ADDITIONAL INFORMATION ABOUT REDEMPTIONS.
- -------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
If you have certificates for your shares, you must submit them with your stock
power or a letter of instructions. Unless you specify to the contrary, any
outstanding Class A shares will be redeemed before Class B shares. You may not
redeem certificated shares by telephone.
Due to the proportionately high cost of maintaining small accounts, the Fund
reserves the right to redeem at net asset value all shares in an account which
holds less than $100 (except accounts under retirement plans) and to mail the
proceeds to the shareholder, or the transfer agent may impose an annual fee of
$10.00. No account will be involuntarily redeemed or additional fee imposed, if
the value of the account is in excess of the Fund's minimum initial investment
or if the value of the account falls below the required minimum as a result of
market action. No CDSC will be imposed on involuntary redemptions of shares.
Shareholders will be notified before these redemptions are to be made or this
fee is imposed and will have 30 days to purchase additional shares to bring
their account balance up to the required minimum. Unless the number of shares
acquired by further purchases and dividend reinvestments, if any, exceeds the
number of shares redeemed, repeated redemptions from a smaller account may
eventually trigger this policy.
- ---------------------------------------------------------------------------------
</TABLE>
ADDITIONAL SERVICES AND PROGRAMS
EXCHANGE PRIVILEGE
If your investment objective changes, or if you wish to achieve further
diversification, John Hancock offers other funds with a wide range of investment
goals. Contact your registered representative or Selling Broker and request a
prospectus for the John Hancock funds that interest you. Read the prospectus
carefully before exchanging your shares. You can exchange shares of each class
of the Fund only for shares of the same class of another John Hancock fund. For
this purpose, John Hancock funds with only one class of shares will be treated
as Class A, whether or not they have been so designated.
- -------------------------------------------------------------------------------
YOU MAY EXCHANGE SHARES OF THE FUND ONLY
FOR SHARES OF THE SAME CLASS OF ANOTHER
JOHN HANCOCK FUND.
- -------------------------------------------------------------------------------
Exchanges between funds with shares that are not subject to a CDSC are based on
their respective net asset values. No sales charge or transaction charge is
imposed. Class B shares of the Fund that are subject to a CDSC may be exchanged
into Class B shares of another John Hancock fund without incurring the CDSC;
however, these shares will be subject to the CDSC schedule of the shares
acquired (except that exchanges into John Hancock Short-Term Strategic Income
Fund, John Hancock Limited-Term Government Fund and John Hancock Adjustable U.S.
Government Trust will be subject to the initial fund's CDSC). For purposes of
computing the CDSC payable upon redemption of shares acquired in an exchange,
the holding period of the original shares is added to the holding period of the
shares acquired in an exchange. However, if you exchange Class B shares
purchased prior to January 1, 1994 for Class B shares of any other John Hancock
fund, you will be subject to the CDSC schedule in effect on your initial
purchase date.
You may exchange Class B shares of the Fund into shares of a John Hancock money
market fund at net asset value. However, you will continue to be subject to the
same CDSC upon redemption.
22
<PAGE> 126
The Fund reserves the right to require you to keep previously exchanged shares
(and reinvested dividends) in the Fund for 90 days before you are permitted to
execute a new exchange. The Fund may also terminate or alter the terms of the
exchange privilege, upon 60 days' notice to shareholders.
An exchange of shares is treated as a redemption of shares of one fund and the
purchase of shares in another for Federal income tax purposes. An exchange may
result in a taxable gain or loss.
When you make an exchange, your account registration in both the existing and
new account must be identical. The exchange privilege is available only in
states where the exchange can be made legally.
Under exchange agreements with John Hancock Funds, certain dealers, brokers and
investment advisers may exchange their clients' Fund shares, subject to the
terms of those agreements and John Hancock Funds' right to reject or suspend
those exchanges at any time. Because of the restrictions and procedures under
those agreements, the exchanges may be subject to timing limitations and other
restrictions that do not apply to exchanges requested by shareholders directly,
as described above.
Because Fund performance and shareholders can be hurt by excessive trading, the
Fund reserves the right to terminate the exchange privilege for any person or
group that, in John Hancock Funds' judgment, is involved in a pattern of
exchanges that coincide with a "market timing" strategy that may disrupt the
Fund's ability to invest effectively according to its investment objective and
policies, or might otherwise affect the Fund and its shareholders adversely. The
Fund may also temporarily or permanently terminate the exchange privilege for
any person who makes seven or more exchanges out of the Fund per calendar year.
Accounts under common control or ownership will be aggregated for this purpose.
Although the Fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time.
BY TELEPHONE
1. When you complete the application for your initial purchase of Fund shares,
you automatically authorize exchanges by telephone unless you check the box
indicating that you do not wish to authorize telephone exchanges.
2. Call 1-800-225-5291. Have the account number of your current fund and the
exact name in which it is registered available to give to the telephone
representative.
3. Your name, the account number, taxpayer identification number applicable to
the account and other relevant information may be requested. In addition,
telephone instructions are recorded.
23
<PAGE> 127
IN WRITING
1. In a letter, request an exchange and list the following:
-- the name and class of the Fund whose shares you currently own
-- your account number
-- the name(s) in which the account is registered
-- the name of the fund in which you wish your exchange to be invested
-- the number of shares, all shares or dollar amount you wish to exchange
Sign your request exactly as the account is registered.
2. Mail the request and information to:
John Hancock Investor Services Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
REINVESTMENT PRIVILEGE
1. You will not be subject to a sales charge on Class A shares reinvested in
shares of any John Hancock fund that is otherwise subject to a sales charge
as long as you reinvest within 120 days from the redemption date. If you paid
a CDSC upon a redemption, you may reinvest at net asset value in the same
class of shares from which you redeemed within 120 days. Your account will be
credited with the amount of the CDSC previously charged, and the reinvested
shares will continue to be subject to a CDSC. For purposes of computing the
CDSC payable upon a subsequent redemption, the holding period of the shares
acquired through reinvestment will include the holding period of the redeemed
shares.
- -------------------------------------------------------------------------------
IF YOU REDEEM SHARES OF THE FUND, YOU MAY
BE ABLE TO REINVEST ALL OR PART OF THE
PROCEEDS IN THE FUND OR ANOTHER JOHN
HANCOCK FUND WITHOUT PAYING AN ADDITIONAL
SALES CHARGE.
- -------------------------------------------------------------------------------
[/R]
2. Any portion of your redemption may be reinvested in Fund shares or in shares
of any of the other John Hancock funds, subject to the minimum investment
limit of that fund.
3. To reinvest, you must notify Investor Services in writing. Include the Fund's
name, the account number and class from which your shares were originally
redeemed.
SYSTEMATIC WITHDRAWAL PLAN
1. You can elect the Systematic Withdrawal Plan at any time by completing the
Account Privileges Application which is attached to this Prospectus. You can
also obtain this application by calling your registered representative or by
calling 1-800-225-5291.
2. To be eligible, you must have at least $5,000 in your account.
3. Payments from your account can be made monthly, quarterly, semi-annually or
annually or on a selected monthly basis to yourself or any other designated
payee.
- -------------------------------------------------------------------------------
YOU CAN PAY ROUTINE BILLS FROM YOUR
ACCOUNT, OR MAKE PERIODIC DISBURSEMENTS OF
FUNDS FROM YOUR RETIREMENT ACCOUNT TO
COMPLY WITH IRS REGULATIONS.
- -------------------------------------------------------------------------------
24
<PAGE> 128
4. There is no limit on the number of payees you may authorize, but all payments
must be made at the same time or intervals.
5. It is not advantageous to maintain a Systematic Withdrawal Plan concurrently
with purchases of additional Class A or Class B shares, because you may be
subject to initial sales charges on your purchases of Class A shares or to a
CDSC on your redemptions of Class B shares. In addition, your redemptions are
taxable events.
6. Redemptions will be discontinued if the U.S. Postal Service cannot deliver
your checks or if deposits to a bank account are returned for any reason.
MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)
1. You can authorize an investment to be automatically withdrawn each month from
your bank for investment in Fund shares under the "Automatic Investing" and
"Bank Information" sections of the Account Privileges Application.
- -------------------------------------------------------------------------------
YOU CAN MAKE AUTOMATIC INVESTMENTS AND
SIMPLIFY YOUR INVESTING.
- -------------------------------------------------------------------------------
2. You can also authorize automatic investment through payroll deduction by
completing the "Direct Deposit Investing" section of the Account Privileges
Application.
3. You can terminate your Monthly Automatic Accumulation Program plan at any
time.
4. There is no charge to you for this program, and there is no cost to the Fund.
5. If you have payments being withdrawn from a bank account and we are notified
that the account has been closed, your withdrawals will be discontinued.
GROUP INVESTMENT PROGRAM
1. An individual account will be established for each participant, but the
initial sales charge for Class A shares will be based on the aggregate dollar
amount of all participants' investments. To determine how to qualify for this
program, contact your registered representative or call 1-800-225-5291.
- -------------------------------------------------------------------------------
ORGANIZED GROUPS OF AT LEAST FOUR PERSONS
MAY ESTABLISH ACCOUNTS.
- -------------------------------------------------------------------------------
2. The initial aggregate investment of all participants in the group must be at
least $250.
3. There is no additional charge for this program. There is no obligation to
make investments beyond the minimum, and you may terminate the program at any
time.
RETIREMENT PLANS
1. You may use the Fund as a funding medium for various types of qualified
retirement plans, including Individual Retirement Accounts, Keough Plans
(H.R. 10), Pension and Profit Sharing Plans (including 401(k) Plans), Tax
Sheltered Annuity Retirement Plans (403(b) Plans) and 457 Plans.
2. The initial investment minimum or aggregate minimum for any of the above
plans is $250. However, accounts being established as group IRA, SEP, SARSEP,
TSA, 401(k) and 457 Plans will be accepted without an initial minimum
investment.
25
<PAGE> 129
INVESTMENTS, TECHNIQUES AND RISK FACTORS
Unless otherwise specified, each of the Fund's investment practices described in
this section and in the Statement of Additional Information is deemed to be a
fundamental policy and may not be changed without shareholder approval.
LENDING OF SECURITIES AND REPURCHASE AGREEMENTS. For the purpose of realizing
additional income, the Fund may lend, to broker-dealers or to federally insured
banks or savings and loans, portfolio securities amounting to not more than
33 1/3% of its total assets taken at current value. The Fund may also enter into
repurchase agreements with registered brokers or dealers or with federally
insured banks or savings and loans which are deemed to be creditworthy by the
Adviser.
These transactions must be fully collateralized at all times. The Fund may
reinvest any cash collateral in short-term highly liquid debt securities.
However, these transactions may involve some credit risk to the Fund if the
other party should default on its obligation and the Fund is delayed in or
prevented from recovering the collateral. Securities loaned by the Fund will
remain subject to fluctuations of market value.
In a repurchase agreement, the Fund buys a security subject to the right and
obligation to sell it back to the issuer at the same price plus accrued
interest. The Fund may enter into repurchase agreements only with respect to
U.S. Government securities with maturities of three and one half years or less.
The Fund will not invest in a repurchase agreement maturing in more than seven
(7) days, if such investment, together with any other illiquid securities held
by the Fund (including restricted securities), would exceed 10% of the Fund's
total assets.
SHORT-TERM TRADING AND PORTFOLIO TURNOVER. Short-term trading means the
purchase and subsequent sale of a security after it has been held for a
relatively brief period of time. Short-term trading may have the effect of
increasing portfolio turnover rate. Short-term trading of fixed-income
securities should not increase direct transaction costs since fixed-income
securities are normally traded on a principal basis without brokerage
commissions. The Fund does not intend to invest for the purpose of seeking
short-term profits. The Fund's portfolio securities may be changed, however,
without regard to the holding period of these securities (subject to certain tax
restrictions), when the Adviser deems that this action will help achieve the
Fund's objective given a change in an issuer's operations or changes in general
market conditions. The Fund's portfolio turnover rate is set forth in the table
under the caption "Financial Highlights."
ILLIQUID AND RESTRICTED SECURITIES. The Fund may invest up to 10% of its total
assets in illiquid investments, which include repurchase agreements maturing in
more than seven days, certain over-the-counter options, certain stripped
mortgage-backed securities, certain restricted securities and securities that
are not readily marketable.
SECURITIES TRANSACTIONS SUBJECT TO DELAYED SETTLEMENT. The Fund may from time
to time commit to purchase securities for which the normal settlement date
occurs later than the settlement date which is normal for U.S. Treasury
obligations.
26
<PAGE> 130
In no event, however, will the settlement date occur later than the 29th day
after the trade date. The payment and interest rate received on such securities
are fixed at the time the buyer enters into the commitment. Although the Fund
will only enter into commitments to purchase such securities with the intention
of actually acquiring the securities, the Fund may sell these securities before
the settlement date. Such securities can involve a risk that the yields
available in the market when delivery takes place may be higher than those
obtained in the transaction itself. It is not expected that at any one time more
than 10% of the Fund's assets would be so invested.
WHEN-ISSUED SECURITIES. The Fund may purchase securities on a forward or
"when-issued" basis. When the Fund engages in when-issued transactions, it
relies on the seller or the buyer, as the case may be, to consummate the
transaction. Failure to consummate the transaction may result in the Fund's
losing the opportunity to obtain an advantageous price and yield. Although the
Fund is not limited to the amount of government securities for which it has such
commitments, it is expected that under normal circumstances not more than 10% of
the Fund's total assets will be committed to such purchases.
MORTGAGE "DOLLAR ROLL" TRANSACTIONS. The Fund may enter into mortgage "dollar
roll" transactions with selected banks and broker-dealers pursuant to which the
Fund sells mortgage-backed securities and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities on a specified
future date. The Fund will only enter into covered rolls. A "covered roll" is a
specific type of dollar roll for which there is an offsetting cash position or a
cash equivalent security position which matures on or before the forward
settlement date of the dollar roll transaction.
REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse repurchase
agreements which involve the sale of a security by the Fund to a bank or
securities firm and its agreement to repurchase the instrument at a specified
time and price plus an agreed amount of interest. The Fund will use the proceeds
to purchase other investments. Reverse repurchase agreements are considered to
be borrowings by the Fund and as an investment practice may be considered
speculative.
Thus, the Fund will enter into a reverse repurchase agreement only when the
Adviser determines that the interest income to be earned from the investment of
the proceeds is greater than the interest expense of the transaction. To
minimize various risks associated with reverse repurchase agreements, the Fund
will establish and maintain with the Custodian a separate account consisting of
cash or liquid, high grade debt securities in an amount at least equal to the
repurchase prices of the securities (plus any accrued interest thereon) under
such agreements. In addition, the Fund's investment restrictions provide that
the Fund may not enter into reverse repurchase agreements exceeding in the
aggregate 33 1/3% of the value of its total net assets (including for this
purpose other borrowings of the Fund). The Fund will enter into reverse
repurchase agreements only with selected registered broker/dealers or with
federally insured banks or savings and loan associations which are approved in
advance as being creditworthy by the Trustees.
27
<PAGE> 131
Under procedures established by the Trustees, the Adviser will monitor the
creditworthiness of the firms involved.
INTEREST RATE FUTURES CONTRACTS AND RELATED OPTIONS. The Fund may purchase and
sell interest rate futures contracts and purchase put and call options thereon
only as a hedge against changes in the general level of interest rates in
accordance with strategies more specifically described below.
In addition, the Fund may purchase call options and put options on futures
contracts which are traded on a securities exchange or a Board of Trade and
enter into closing transactions with respect to such options to terminate an
existing position. A call option on a futures contract gives the holder the
right to buy and a put option on a future contract gives the holder the right to
sell the underlying futures contract at a specific price (the exercise price)
until the option expires (the expiration date). The price of a call or put
option is called a premium. The writer of an option on a futures contract is
required to deposit initial and variation margin pursuant to requirements
similar to those applicable to futures contracts. Premiums received from the
writing of an option will be included in initial margin. A position in an option
may be terminated by the purchaser prior to expiration by effecting a closing
sale transaction which is the sale of an option of the same series (i.e., the
same exercise price and expiration date) as the option previously purchased. The
premium received by the holder on the closing transaction may be more or less
than the premium paid for the option, resulting in a gain or loss on the
transaction.
The Fund may hedge up to the full value of its portfolio through the use of
options on futures and the sale of futures; provided, however, that the Fund may
not sell futures contracts or purchase or sell related options if immediately
thereafter the sum of the amount of margin deposits on the Fund's existing
futures and related options positions and the amount of premiums paid for
related options (measured at the time of investment) would exceed 5% of the
Fund's net assets.
When the Fund purchases a futures contract or a call option on a futures
contract, an amount of cash or U.S. Government securities equal to the market
value of the futures contract will be deposited in a segregated account with the
Fund's custodian to collateralize the position. See "Derivative Securities and
Asset-Backed Securities" above for a discussion of the risks associated with
futures and related options.
The Trustees may authorize procedures, including numerical limitations, with
regard to such transactions in furtherance of the Fund's investment objective.
Such procedures are not fundamental and may be changed by the Trustees without
the vote of the Fund's shareholders.
INDEXED SECURITIES. The Fund may invest in indexed securities. The interest
rate or, in some cases, the principal payable at the maturity of an indexed
security may change positively or inversely in relation to one or more interest
rates, financial indices or other financial indicators ("reference prices"). An
indexed security may be leveraged to the extent that the magnitude of any change
in the interest rate or principal payable on an indexed security is a multiple
of the change in the reference
28
<PAGE> 132
price. Thus, indexed securities may decline in value due to adverse market
changes in reference prices.
The indexed securities purchased by the Fund may include interest only ("IO")
and principal only ("PO") securities, floating rate securities linked to the
Cost of Funds Index ("COFI floaters"), other "lagging rate" floating rate
securities, floating rate securities that are subject to a maximum interest rate
("capped floaters"), leveraged floating rate securities ("super floaters"),
leveraged inverse floating rate securities ("inverse floaters"), dual index
floaters and range floaters.
RISKS OF MORTGAGE-BACKED AND INDEXED SECURITIES. Different types of derivative
debt securities are subject to different combinations of prepayment, extension,
interest rate and/or other market risks. Conventional mortgage pass-through
securities and sequential pay CMOs are subject to all of these risks, but are
typically not leveraged. Planned amortization class ("PACs") and target
amortization class ("TACs") and other senior classes of sequential and parallel
pay CMOs involve less exposure to prepayment, extension and interest rate risk
than other mortgage-backed securities, provided that prepayment rates remain
within expected prepayment ranges or "collars."
The risk of early prepayments is the primary risk associated with mortgage IOs,
super floaters and other leveraged floating rate mortgage-backed securities. The
primary risks associated with COFI floaters, other "lagging rate" floaters,
capped floaters, inverse floaters, POs and leveraged inverse IOs are the
potential extension of average life and/or depreciation due to rising interest
rates. The residual classes of CMOs are subject to both prepayment and extension
risk.
Other types of floating rate derivative debt securities present more complex
types of interest rate risks. For example, range floaters are subject to the
risk that the coupon will be reduced to below market rates if a designated
interest rate floats outside of a specified interest rate band or collar. Dual
index or yield curve floaters are subject to depreciation in the event of an
unfavorable change in the spread between two designated interest rates.
RISKS ASSOCIATED WITH OPTIONS, FUTURES AND OTHER DERIVATIVE INSTRUMENTS. The
risks associated with the Fund's transactions in options, futures and other
derivative instruments may include some or all of the following:
Market Risk. Options and futures transactions, as well as other derivative
instruments, involve the risk that the applicable market will move against the
Fund's derivative position and that the Fund will incur a loss. For derivative
contracts other than purchased options, this loss may exceed the amount of the
initial investment made or the premium received by the Fund. Investments in
mortgage-backed and indexed securities are subject to the prepayment, extension,
interest rate and other market risks described above.
Leverage and Volatility Risk. Derivative instruments may increase or leverage
the Fund's exposure to a particular market risk, which may increase the
volatility of the Fund's net asset value. The Fund may partially offset the
leverage inherent in derivative instruments by maintaining a segregated account
consisting of cash and
29
<PAGE> 133
liquid, high grade debt securities, by holding offsetting portfolio securities
or currency positions or by covering written options.
Correlation Risk. A Fund's success in using derivative instruments to hedge
portfolio assets depends on the degree of price correlation between the
derivative instrument and the hedged asset. Imperfect correlation may be caused
by several factors, including temporary price disparities among the trading
markets for the derivative instruments, the assets underlying the derivative
instrument and the Fund's portfolio assets.
Credit Risk. Over-the-counter instruments involve a risk that the issuer or
counterparty will fail to perform its contractual obligations.
Liquidity and Valuation Risk. Some derivative instruments are not readily
marketable or may become illiquid under adverse market conditions. In addition,
during periods of extreme market volatility, an exchange may suspend or limit
trading in an exchange-traded derivative instrument, which may make the contract
temporarily illiquid and difficult to price. The staff of the SEC takes the
position that certain over-the-counter options are subject to the Fund's 10%
limit on illiquid investments. The Fund's ability to terminate over-the-counter
derivative instruments may depend on the cooperation of the counterparties to
these instruments. For derivative instruments that are not heavily traded, the
only source of price quotations may be the selling dealer or counterparty.
LEVERAGE. The use of mortgage dollar rolls and reverse repurchase agreements
involves leverage. Leverage allows any investment gains made with the additional
monies received (in excess of the costs of the mortgage dollar roll or reverse
repurchase agreement) to increase the net asset value of the Fund's shares
faster than would otherwise be the case. On the other hand, if the additional
monies received are invested in ways that do not fully recover the costs of such
transactions to the Fund, the net asset value of the Fund would fall faster than
would otherwise be the case.
30
<PAGE> 134
(NOTES)
<PAGE> 135
JOHN HANCOCK
JOHN HANCOCK INTERMEDIATE
INTERMEDIATE GOVERNMENT TRUST GOVERNMENT
INVESTMENT ADVISER
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
PRINCIPAL DISTRIBUTOR
John Hancock Funds, Inc. CLASS A AND CLASS B SHARES
101 Huntington Avenue PROSPECTUS
Boston, Massachusetts 02199-7603 MAY 15, 1995
CUSTODIAN A MUTUAL FUND SEEKING TO
Investors Bank & Trust Company OBTAIN AS HIGH A LEVEL OF CURRENT
24 Federal Street INCOME CONSISTENT WITH THE
Boston, Massachusetts 02110 PRESERVATION OF CAPITAL AND
MAINTENANCE OF LIQUIDITY.
TRANSFER AGENT
John Hancock Investor Services
Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
HOW TO OBTAIN INFORMATION
ABOUT THE FUND
For Service Information
For Telephone Exchange call
1-800-225-5291
For Investment-by-Phone
For Telephone Redemption
101 HUNTINGTON AVENUE
For TDD call 1-800-554-6713 BOSTON, MASSACHUSETTS 02199-7603
TELEPHONE 1-800-225-5291
T220P 5/15 [RECYCLE LOGO] Printed on Recycled Paper
<PAGE> 136
JOHN HANCOCK
ADJUSTABLE
U.S. GOVERNMENT TRUST
CLASS A AND CLASS B SHARES
PROSPECTUS
MAY 15, 1995
<TABLE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<CAPTION>
Page
----
<S> <C>
Expense Information.................................................................... 2
The Fund's Financial Highlights........................................................ 3
Investment Objective and Policies...................................................... 4
Investment Structure................................................................... 6
Organization and Management of the Fund and the Portfolio.............................. 7
Alternative Purchase Arrangements...................................................... 8
The Fund's and the Portfolio's Expenses................................................ 10
Dividends and Taxes.................................................................... 11
Performance............................................................................ 12
How to Buy Shares...................................................................... 13
Share Price............................................................................ 14
How to Redeem Shares................................................................... 20
Additional Services and Programs....................................................... 22
Investments, Techniques and Risk Factors............................................... 25
</TABLE>
This Prospectus sets forth the information about John Hancock Adjustable U.S.
Government Trust (the "Fund"), a diversified series of John Hancock Bond Fund
(the "Trust"), that you should know before investing. Please read and retain it
for future reference.
The Fund, unlike many other mutual funds which directly acquire and manage
their own portfolio of securities, seeks to achieve its investment objective by
investing 100% of its assets in Adjustable U.S. Government Fund (the
"Portfolio"). The Portfolio has an identical investment objective and
substantially the same policies and restrictions as the Fund. Investors should
carefully consider this investment approach. For additional information
regarding this investment structure, see "Investment Structure."
Additional information about the Fund and the Trust has been filed with the
Securities and Exchange Commission (the "SEC"). You can obtain a copy of the
Fund's Statement of Additional Information, dated May 15, 1995 and incorporated
by reference into this Prospectus, free of charge by writing or telephoning:
John Hancock Investor Services Corporation, P.O. Box 9116, Boston, Massachusetts
02205-9116, 1-800-225-5291 (1-800-554-6713 TDD).
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 137
<TABLE>
EXPENSE INFORMATION
The purpose of the following information is to help you to understand the
various fees and expenses you will bear, directly or indirectly, when you
purchase Fund shares. The operating expenses included in the table and
hypothetical example below are based on fees and expenses for the Fund's fiscal
year ended March 31, 1994 adjusted to reflect current sales charges. Actual fees
and expenses in the future of Class A and Class B shares may be greater or less
than those indicated.
<CAPTION>
CLASS A CLASS B
SHARES SHARES
------- -------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of offering price)......................... 3.00% None
Maximum sales charge imposed on reinvested dividends.................................................. None None
Maximum deferred sales charge......................................................................... None* 3.00%
Redemption fee+....................................................................................... None None
Exchange fee.......................................................................................... None None
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Management and Administration fees**.................................................................. 0.50% 0.50%
12b-1 fee (net of limitation for Class B)***.......................................................... 0.25% 0.90%
Other expenses****.................................................................................... 0.49% 0.49%
Less expense limitation............................................................................... (0.49) (0.49)
------ ------
Total Fund Operating Expenses (net of limitation)*****................................................ 0.75% 1.40%
<FN>
* No sales charge is payable at the time of purchase on investments of $1
million or more, but for these investments a contingent deferred sales
charge may be imposed, as described below under the caption "Share Price,"
in the event of certain redemption transactions within one year of
purchase.
** Represents the aggregate of the Portfolio's investment management fee of
0.40% and the Fund's administration fee of 0.10%. The Trustees of the
Trust believe that the aggregate per share expenses of the Portfolio and
the Fund will be less than or approximately equal to the expenses which
the Fund would incur if it retained the services of an investment adviser
and assets of the Fund were invested directly in the type of securities
being held by the Portfolio.
*** The amount of the 12b-1 fee used to cover service expenses will be up to
0.25% of the Fund's average net assets, and the remaining portion will be
used to cover distribution expenses.
**** Other Expenses include transfer agent, legal, audit, custody and other
expenses.
***** Total Fund Operating Expenses in the table reflect voluntary and temporary
limitations by the Fund's investment adviser, administrator and, in the
case of Class B shares, distributor until December 31, 1996. Without such
limitations the Total Fund Operating Expenses of Class A shares would have
been estimated as 1.24% and the Rule 12b-1 Fee and Total Fund Operating
Expenses of Class B shares would have been estimated as 1.00% and 1.99%,
respectively.
+ Redemption by wire fee (currently $4.00) not included.
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses for the indicated period of years on a
hypothetical $1,000 investment, assuming 5% annual return:
Class A Shares................................................................ $ 37 $53 $70 $120
Class B Shares................................................................
-- Assuming complete redemption at end of period.......................... $ 44 $64 $77 $150
-- Assuming no redemption................................................. $ 14 $44 $77 $150
</TABLE>
(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)
The Fund's payment of a distribution fee may result in a long-term shareholder
indirectly paying more than the economic equivalent of the maximum front-end
sales charge permitted under the Rules of Fair Practice of the National
Association of Securities Dealers, Inc.
The management and 12b-1 fees referred to above are more fully explained in
this Prospectus under the caption "The Fund's Expenses" and in the Statement of
Additional Information under the captions "Investment Advisory and Other
Services" and "Distribution Contract."
2
<PAGE> 138
<TABLE>
THE FUND'S FINANCIAL HIGHLIGHTS
The information in the following table of financial highlights for the periods
through the year ended March 31, 1994 has been audited by Ernst & Young LLP, the
Fund's independent auditors, whose unqualified report is included in the
Statement of Additional Information. The financial highlights for the six-month
period ended September 30, 1994 are unaudited. Further information about the
performance of the shares of the Fund is contained in the Reports to
shareholders which may be obtained free of charge by writing or telephoning John
Hancock Investor Services Corporation ("Investor Services") at the address or
telephone number listed on the front page of this Prospectus.
Selected data for shares of the Fund outstanding during the periods indicated is as follows.
<CAPTION>
CLASS A SHARES CLASS B SHARES
--------------------------------------------------- ------------------------------------------------
PERIOD PERIOD
ENDED YEAR YEAR PERIOD ENDED YEAR YEAR PERIOD
SEPTEMBER 30, ENDED ENDED ENDED SEPTEMBER 30, ENDED ENDED ENDED
1994 MARCH 31, MARCH 31, MARCH 31, 1994 MARCH 31, MARCH 31, MARCH 31,
(UNAUDITED)(6) 1994 1993 1992(1) (UNAUDITED)(6) 1994 1993 1992(1)
-------------- ---------- ---------- ---------- -------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE INCOME AND CAPITAL
CHANGES FOR A SHARE
OUTSTANDING DURING EACH
PERIOD:
Net asset value,
beginning of period............. $ 9.89 $ 10.05 $ 10.03 $ 10.00 $ 9.89 $ 10.05 $ 10.03 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income.......... 0.21 0.41 0.58 0.17 0.17 0.34 0.51 0.15
Net realized and unrealized
gain (loss) on investments... (0.16) (0.16) 0.02 0.03 (0.15) (0.16) 0.02 0.03
------- ------- ------- ------- ------- ------- ------- ------
Total from Investment
Operations............. 0.05 0.25 0.60 0.20 0.02 0.18 0.53 0.18
LESS DISTRIBUTIONS
Dividends from net investment
income....................... (0.21) (0.41) (0.58) (0.17) (0.18) (0.34) (0.51) (0.15)
------- ------- ------- ------- ------- ------- ------- ------
Net asset value, end of period... $ 9.73 $ 9.89 $ 10.05 $ 10.03 $ 9.73 $ 9.89 $ 10.05 $10.03
======= ======= ======= ======= ======= ======= ======= ======
TOTAL RETURN*.................... 0.52% 2.51% 6.08% 1.96% 0.19% 1.85% 5.40% 1.80%
======= ======= ======= ======= ======= ======= ======= ======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses
to average net assets(2)..... 0.59% 0.99% 1.05% 1.62% 0.92% 1.64% 1.70% 2.27%
Ratio of expense reduction
to average net assets(2)..... (0.22)% (0.24)% (0.55)% (1.12)% (0.22)% (0.24)% (0.55)% (1.12)%
------- ------- ------- ------- ------- ------- ------- ------
Ratio of net expenses
to average net assets(2)..... 0.37% 0.75% 0.50% 0.50% (0.70)% 1.40% 1.15% 1.15%
======= ======= ======= ======= ======= ======= ======= ======
Ratio of net investment income
to average net assets(3)..... 2.10% 4.09% 5.47% 6.47%(4) 1.77% 3.44% 4.82% 5.85%(4)
Portfolio turnover(5).......... 167% 244% 186% 1% 167% 244% 186% 1%
Net Assets, end of
period (in thousands)........ $17,430 $24,310 $33,273 $13,775 $11,569 $11,626 $13,753 $1,630
<FN>
(1) Financial highlights are for the period from December 31, 1991 (date of the Fund's initial offering of shares to the public)
to March 31, 1992, and all ratios have been annualized (with the exception of total return).
(2) The expenses used in the ratios represent the total expenses of the Fund plus the expenses of Adjustable U.S. Government Fund
(the "Portfolio") which are incurred indirectly by the Fund through the Fund's investment in the Portfolio. For the six months
ended September 30, 1994, the expenses and expense reduction to average net assets for the Fund alone were 0.24% and (0.12)%,
respectively, for Class A Shares and 0.57% and (0.12)%, respectively, for Class B Shares. For the fiscal year ended March 31,
1994, the expenses and expense reduction to average net assets for the Fund alone were .40% and (.15)%, respectively for Class
A Shares and 1.05% and (.15)%, respectively, for Class B Shares. For the fiscal year ended March 31, 1993, the expenses and
expense reduction to average net assets were .43% and (.43)%, respectively for Class A Shares and 1.08% and (.43)%,
respectively, for Class B Shares. For the period ended March 31, 1992, the annualized ratios of expenses and expense reduction
to average net assets were 0.77% and (0.77)%, respectively for Class A Shares and 1.42% and (0.77)%, respectively for Class B
Shares.
(3) The ratio for the Portfolio was 2.27% not annualized for the six months ended September 30, 1994, 4.29% for fiscal year ended
March 31, 1994, 5.53% for the fiscal year ended March 31, 1993 and 6.85%, annualized, for the period ended March 31, 1992.
(4) The ratio of net investment income to average net assets is computed based on paid shares since only paid shares are entitled
to receive dividends from net investment income.
(5) Portfolio turnover presented above represents the turnover of the Portfolio.
(6) Financial highlights, including total return have not been annualized.
* Total return does not include the effect of the initial sales charge for Class A Shares nor the contingent deferred sales
charge for Class B Shares.
</TABLE>
3
<PAGE> 139
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund is to earn a high level of current income,
consistent with low volatility of principal. The Fund seeks to achieve its
investment objective by investing all of its assets in the Portfolio, a
diversified, open end management company which has the same investment objective
and investment restrictions as the Fund and pursues its investment objective by
investing substantially all of its assets in U.S. Government securities, i.e.,
securities which are issued or guaranteed by the U.S. Government, its agencies
or instrumentalities.
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THE FUND SEEKS TO EARN A HIGH LEVEL OF
CURRENT INCOME, CONSISTENT WITH LOW
VOLATILITY OF PRINCIPAL.
- -------------------------------------------------------------------------------
Under normal circumstances, at least 65% of the Portfolio's assets will be
invested in adjustable rate mortgage securities ("ARMs") and pass-through
securities representing interests in loan pools and having periodic interest
rate resets, which in each case must be U.S. Government securities
(collectively, "Government Agency Adjustable Rate Securities"). The Fund expects
that the Portfolio will be fully invested in Government Agency Adjustable Rate
Securities and in other U.S. Government securities which pay interest at fixed
rates and, as more fully described below, in highly rated (i.e., AAA) debt
securities which pay interest at fixed or adjustable rates.
Since the Fund pursues its investment objective by investing all of its assets
in the Portfolio, the following discussion relates to the investment policies
employed by the Portfolio.
The Portfolio will seek to achieve its objective by normally investing at least
65% of its total assets in Government Agency Adjustable Rate Securities.
Adjustable rate securities, which consist primarily of mortgage-backed
securities ("ARMs"), bear interest at rates that adjust or "reset" at periodic
intervals in conjunction with changes in market levels of interest.
Mortgage-backed securities are securities that directly or indirectly represent
a participation in, or are secured by and payable from a pool of mortgage loans
secured by real property. Many mortgage-backed securities derive their value
from an underlying investment structure and accordingly are known as
"derivatives." Derivatives (such as stripped mortgage-backed securities) involve
certain risks including higher price volatility and the possible lack of a
readily available market. The primary issuers or guarantors of these securities
currently are the Government National Mortgage Association ("Ginnie Mae"), the
Federal National Mortgage Association ("Fannie Mae") and the Federal Home Loan
Mortgage Corporation ("Freddie Mac"). The Portfolio will limit its investment in
stripped mortgage-backed securities to 10% of its total assets. While the
Portfolio is permitted to invest up to 100% of its assets in other derivative
securities, it does not expect to invest substantially in derivative securities.
See "Investments, Techniques and Risk Factors" for a further description of
mortgage-backed securities and the risks associated with derivatives.
Under normal circumstances, the Portfolio invests at least 80% of its total
assets in U.S. Government securities bearing interest at fixed or adjustable
rates, including collateralized mortgage obligations issued and guaranteed by a
U.S. Government agency ("Government CMOs") and U.S. Treasury securities
originally issued in the form of a face-amount only security paying no interest
("U.S.
4
<PAGE> 140
Government zero coupon securities"), and repurchase agreements and forward
commitments with respect to such securities. The balance of the Portfolio's
assets may be invested in: (i) privately issued collateralized mortgage
obligations ("private CMOs") bearing interest at adjustable rates or fixed
rates; (ii) privately issued mortgage-backed securities (bearing interest at
adjustable rates or fixed rates) which are, at the time of purchase, rated AAA
by Standard & Poor's Ratings Group ("Standard & Poor's"), Aaa by Moody's
Investors Service, Inc. ("Moody's"), AAA by Fitch Investors, Inc. ("Fitch") and
(iii) U.S. Government zero coupon securities created by the separation of the
interest and principal components of a previously issued interest paying
security.
The foregoing policies and practices may involve risks not assumed by more
conservative investment companies such as money market funds and are further
described in this Prospectus under the caption "Investments, Techniques and Risk
Factors." Other types of mortgage-backed securities will likely be developed in
the future and the Portfolio may invest in them if the Portfolio's investment
adviser, John Hancock Advisers, Inc. (the "Adviser"), determines they are
consistent with the Portfolio's investment objectives and policies.
When determined to be appropriate because of market conditions or liquidity
requirements, the Portfolio may, as a defensive measure or for temporary
purposes, invest without limit in high quality short-term securities (e.g., U.S.
Government money market securities rated in the highest category by a nationally
recognized statistical rating organization).
Because the interest rate on ARMs and other adjustable rate securities generally
moves in the same direction as market interest, the market value of these
securities tends to be more stable than that of long-term fixed rate securities.
The Portfolio seeks to reduce volatility of principal and enhance consistency of
its net asset value by structuring its investments so that at least 90% of its
total assets in adjustable rate securities and in fixed rate debt securities
will at the time of purchase have a final maturity or average life of less than
5 years. The Fund believes that by investing in the Portfolio, which maintains a
short to an intermediate duration, it is likely that the Fund will obtain
current income in excess of that of a portfolio of shorter-term or money market
securities but with less volatility in market value (and, consequently, the
Fund's net asset value) than long-term fixed rate mortgage-backed securities.
Duration, a statistic that is expressed in time periods such as years, is a
measure of the exposure of the Fund (and the Portfolio) to changes in interest
rates. Neither the Portfolio nor the Fund maintains a constant net asset value.
The Fund has adopted certain investment restrictions which are enumerated in
detail in the Statement of Additional Information where they are classified as
fundamental or non-fundamental. The Fund's investment objective and the
fundamental policies set forth in the Statement of Additional Information may
not be changed without the approval of the Fund's shareholders. The Fund's non-
fundamental policies and restrictions, including its policy of investing all of
its assets in the Portfolio, however, may be changed by a vote of the Trustees
without shareholder approval, upon 30 days' prior notice to shareholders. There
can be no assurance that either the Fund or the Portfolio will achieve its
respective investment objective.
- -------------------------------------------------------------------------------
THE FUND FOLLOWS CERTAIN POLICIES WHICH
MAY HELP TO REDUCE INVESTMENT RISK.
- -------------------------------------------------------------------------------
5
<PAGE> 141
The primary consideration in choosing brokerage firms to carry out the
Portfolio's transactions is execution at the most favorable prices, taking into
account the broker's professional ability and quality of service. Consideration
may also be given to the broker's sales of Fund shares. Pursuant to procedures
determined by the Trustees, the Adviser may place securities transactions with
brokers affiliated with the Adviser. Affiliated brokers include Tucker Anthony
Incorporated, Sutro and Company, Inc. and John Hancock Distributors, Inc., which
are indirectly owned by the John Hancock Mutual Life Insurance Company (the
"Life Company"), which in turn indirectly owns the Adviser.
- -------------------------------------------------------------------------------
BROKERS ARE CHOSEN ON BEST PRICE AND
EXECUTION.
- -------------------------------------------------------------------------------
INVESTMENT STRUCTURE
Investors should be aware that the Fund, unlike other open-end investment
companies which directly acquire and manage their own portfolio of securities,
seeks to achieve its investment objective by investing 100% of its assets in the
Portfolio, a separate mutual fund with the same investment objective and
policies as the Fund. For information concerning the Portfolio, including the
investment objective, policies, restrictions, management and expenses, see
"Investment Objective and Policies," "Organization and Management of the Fund
and the Portfolio," "The Fund's and the Portfolio's Expenses" and "Investments,
Techniques and Risk Factors." The respective investment objectives of the Fund
and the Portfolio may not be changed without a vote of the respective
shareholders of the Fund and the Portfolio.
The Portfolio presently sells its shares only to the Fund and may sell its
shares to other affiliated and non-affiliated mutual funds or institutional
investors ("Accounts"). Investors may contact John Hancock Funds at the address
listed on the back cover to determine if other mutual funds have invested in the
Portfolio and to obtain other pertinent information concerning such Accounts.
All Accounts, including the Fund, will invest in the Portfolio on the same terms
and conditions and will bear a proportionate share of the Portfolio's expenses.
However, other Accounts investing in the Portfolio are not required to sell
their shares at the same public offering price as the Fund due to variations in
sales commissions and other operating expenses in respect of such other
Accounts. Therefore, investors in the Fund should be aware that these
differences may result in differences in returns experienced by investors in the
different Accounts that invest in the Portfolio.
Investors in the Fund should be aware that smaller Accounts, which may include
the Fund, investing in the Portfolio may be materially affected by the actions
of larger Accounts investing in the Portfolio. For example, if a larger Account
redeems the shares it owns in the Portfolio, the remaining Accounts may
experience higher pro-rata operating expenses, thereby producing lower returns.
As a result, the securities held by the Portfolio may become less diverse,
resulting in increased risk. Also, Accounts which have a greater pro-rata
ownership in the Portfolio could have effective voting control over the
operations of the Portfolio. Whenever the Fund is requested to vote on a
fundamental policy or material matter pertaining to
6
<PAGE> 142
the Portfolio, it will hold a special meeting of shareholders and the Trustees
will cast the Fund's entire vote in the same proportion as the shareholders'
votes received.
Certain changes in the Portfolio's or the Fund's fundamental objectives,
policies or restrictions, particularly those requiring shareholder approval if
not made parallel by the Fund or the Portfolio, may require the Fund to redeem
its shares in the Portfolio, which may produce a gain or loss for tax purposes.
Any such redemption could result in a distribution in kind of the portfolio
securities held by the Portfolio (as opposed to a cash distribution). If
securities are so distributed, the Fund could incur brokerage expenses, tax
consequences or other charges in converting the securities to cash. In addition,
distribution in kind may result in a less diversified portfolio of investments
for the Fund and adversely affect the liquidity of the Fund. Additionally, since
two-tier structures involving investment companies have only recently developed,
there exists the possibility of adverse circumstances arising from the absence
of substantial experience with such two-tier investment structures. Further,
there is the possibility that the Fund would be unable to find a substitute
investment vehicle such as the Portfolio or a substitute investment adviser, or
to find one on terms comparable to the arrangement with the Portfolio which
might adversely affect shareholders' investments in the Fund.
ORGANIZATION AND MANAGEMENT OF THE FUND AND THE PORTFOLIO
The Fund and the Portfolio are each a diversified series of the Trust, which is
an open-end management investment company organized as a Massachusetts business
trust in 1984. The Trust reserves the right to create and issue a number of
series of shares, or funds or classes thereof, which are separately managed and
have different investment objectives. The Trustees have authorized the issuance
of two classes of the Fund, designated Class A and Class B. The shares of each
class represent an interest in the same portfolio of investments of the Fund.
Each class has equal rights as to voting, redemption, dividends and liquidation.
However, each class bears different distribution and transfer agent fees and
other expenses. Also, Class A and Class B shareholders have exclusive voting
rights with respect to their distribution plans. The Trust is not required to
and does not intend to hold annual meetings of shareholders, although special
meetings may be held for such purposes as electing or removing Trustees,
changing fundamental policies or approving a management contract. The Trust,
under certain circumstances, will assist in shareholder communications with
other shareholders.
- -------------------------------------------------------------------------------
THE TRUSTEES ELECT OFFICERS AND RETAIN THE
PORTFOLIO'S INVESTMENT ADVISER WHO IS
RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS
OF THE PORTFOLIO AND THE FUND'S
ADMINISTRATOR WHO IS RESPONSIBLE FOR THE
DAY-TO-DAY OPERATIONS OF THE FUND, EACH
SUBJECT TO THE TRUSTEES' POLICIES AND
SUPERVISION.
- -------------------------------------------------------------------------------
The Fund may withdraw its investment from the Portfolio at any time, if the
Trustees determine that it is in the best interest of the Fund to do so. Upon
any such withdrawal, the Trustees would consider what action might be taken,
including investing all the assets of the Fund in another pooled investment
entity having substantially the same investment objective as the Fund or
retaining an investment adviser to manage the Fund's assets in accordance with
the investment policies previously described for the Portfolio. Should the Fund
invest in another portfolio, such portfolio will have investment restrictions no
less restrictive than
7
<PAGE> 143
the Fund's. (See the Statement of Additional Information for further information
concerning shareholder rights.)
The Trustees may be called upon from time to time to resolve possible conflicts
between the Fund and the Portfolio. Accordingly, the Trustees have formed two
committees, the "Fund Committee" and the "Portfolio Committee," each of whose
respective members are composed entirely of independent trustees who do not
serve on the other Committee. The responsibilities of the Committees are to
monitor and protect the interests of the Fund and the Portfolio, respectively.
In acting on matters on behalf of the Fund (or on behalf of the Portfolio), the
Trustees shall act as recommended by the Fund Committee (or the Portfolio
Committee), as the case may be.
The Adviser was organized in 1968 and is a wholly-owned indirect subsidiary of
the Life Company, a financial services company. The Adviser provides the
Portfolio, and other investment companies in the John Hancock group of funds,
with investment research and portfolio management services and also serves as
the Fund's administrator (the "Administrator"). John Hancock Funds, Inc. ("John
Hancock Funds") distributes shares for all of the John Hancock mutual funds
through brokers which have arrangements with John Hancock Funds ("Selling
Brokers"). Certain Trust officers are also officers of the Adviser, the
Administrator and John Hancock Funds.
- -------------------------------------------------------------------------------
JOHN HANCOCK ADVISERS, INC. ADVISES
INVESTMENT COMPANIES HAVING AN AGGREGATE
NET ASSET VALUE OF MORE THAN $13 BILLION.
- -------------------------------------------------------------------------------
All investment decisions are made by a committee and no single person is
primarily responsible for making recommendations to the committee.
In order to avoid any conflict with portfolio trades for the Portfolio, the
Adviser and the Portfolio have adopted extensive restrictions on personal
securities trading by personnel of the Adviser and its affiliates. Some of these
restrictions are: preclearance for all personal trades and a ban on the purchase
of initial public offerings, as well as contributions to specified charities of
profits on securities held for less than 91 days. These restrictions are a
continuation of the basic principle that the interests of the Fund and the
Portfolio and their shareholders come first.
ALTERNATIVE PURCHASE ARRANGEMENTS
You can purchase shares of the Fund at a price equal to their net asset value
per share plus a sales charge. At your election, this charge may be imposed
either at the time of the purchase (see "Initial Sales Charge Alternative,"
Class A shares) or on a contingent deferred basis (the "Contingent Deferred
Sales Charge Alternative," Class B shares). If you do not specify on your
account application the class of shares you are purchasing, it will be assumed
that you are investing in Class A shares.
- -------------------------------------------------------------------------------
AN ALTERNATIVE PURCHASE PLAN ALLOWS YOU TO
CHOOSE THE METHOD OF PAYMENT THAT IS BEST
FOR YOU.
- -------------------------------------------------------------------------------
CLASS A SHARES. If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount of your purchase is $1 million or more.
If you purchase $1 million or more of Class A shares, you will not be subject to
an initial sales charge, but you will incur a sales charge if you redeem your
shares within one year of purchase. Class A shares are subject to ongoing
distribution and service fees at a combined annual rate of up to 0.25% of the
Fund's average daily net assets attributable to the Class A shares. Certain
purchases of Class A shares qualify for reduced initial sales charges. See
"Share Price -- Qualifying for a Reduced Sales Charge."
- -------------------------------------------------------------------------------
INVESTMENTS IN CLASS A SHARES ARE SUBJECT
TO AN INITIAL SALES CHARGE.
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8
<PAGE> 144
CLASS B SHARES. You will not incur a sales charge when you purchase Class B
shares, but the shares are subject to a sales charge if you redeem them within
four years of purchase (the "contingent deferred sales charge" or the "CDSC").
Class B shares are subject to ongoing distribution and service fees at a
combined annual rate of up to 1.00% of the Fund's average daily net assets
attributable to the Class B shares. The amount of the Fund's 12b-1 fee for Class
B shares is currently limited to 0.90% of the Fund's average daily net assets
attributable to the Class B shares. Investing in Class B shares permits all of
your dollars to work from the time you make your investment, but the higher
ongoing distribution fee will cause these shares to have higher expenses than
those of Class A shares. To the extent that any dividends are paid by the Fund,
these higher expenses will also result in lower dividends than those paid on
Class A shares.
- -------------------------------------------------------------------------------
INVESTMENTS IN CLASS B SHARES ARE SUBJECT
TO A CONTINGENT DEFERRED SALES CHARGE.
- -------------------------------------------------------------------------------
Class B shares are not available for full-service defined contribution plans
administered by Investor Services or the Life Company that had more than 100
eligible employees at the inception of the Fund account.
FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE
The alternative purchase arrangement allows you to choose the most beneficial
way to buy shares, given the amount of your purchase, the length of time you
expect to hold your shares and other circumstances. You should consider whether,
during the anticipated life of your Fund investment, the CDSC and accumulated
fees on Class B shares would be less than the initial sales charge and
accumulated fees on Class A shares purchased at the same time, and to what
extent this differential would be offset by the Class A shares' lower expenses.
To help you make this determination, the table under the caption "Expense
Information" on the inside cover page of this Prospectus shows examples of the
charges applicable to each class of shares. Class A shares will normally be more
beneficial if you qualify for reduced sales charges. See "Share
Price -- Qualifying for a Reduced Sales Charge."
- -------------------------------------------------------------------------------
YOU SHOULD CONSIDER WHICH CLASS OF SHARES
WOULD BE MORE BENEFICIAL TO YOU.
- -------------------------------------------------------------------------------
Class A shares are subject to lower distribution fees and, accordingly, pay
correspondingly higher dividends per share, to the extent any dividends are
paid. However, because initial sales charges are deducted at the time of
purchase, you would not have all of your funds invested initially and,
therefore, would initially own fewer shares. If you do not qualify for reduced
initial sales charges and expect to maintain your investment for an extended
period of time, you might consider purchasing Class A shares. This is because
the accumulated distribution and service charges on Class B shares may exceed
the initial sales charge and accumulated distribution and service charges on
Class A shares during the life of your investment.
Alternatively, you might determine that it is more advantageous to purchase
Class B shares to have all of your funds invested initially. However, you will
be subject to higher distribution and service fees and, for a four-year period,
a CDSC.
9
<PAGE> 145
In the case of Class A shares, the distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the proceeds
of the initial sales charge and ongoing distribution and service fees. In the
case of Class B shares, the expenses will be paid from the proceeds of the
ongoing distribution and service fees, as well as from the CDSC incurred upon
redemption within four years of purchase. The purpose and function of the Class
B shares' CDSC and ongoing distribution and service fees are the same as those
of the Class A shares' initial sales charge and ongoing distribution and service
fees. Sales personnel distributing the Fund's shares may receive different
compensation for selling each class of shares.
Dividends, if any, on Class A and Class B shares will be calculated in the same
manner, at the same time and on the same day. They also will be in the same
amount, except for differences resulting from each class bearing only its own
distribution and service fees, shareholder meeting expenses and any incremental
transfer agency costs. See "Dividends and Taxes."
THE FUND'S AND THE PORTFOLIO'S EXPENSES
For managing its investment affairs, the Portfolio pays a monthly fee to the
Adviser equal to 0.40% of the Portfolio's average daily net assets. For managing
its business affairs, the Fund pays a monthly fee to the Administrator equal to
0.10% of the Fund's average daily net assets.
During the Portfolio's and the Fund's fiscal year ended March 31, 1994, the
advisory fee and administration fee paid by the Portfolio and the Fund were
equal to 0.31% and 0.00%, respectively, of the Portfolio's and the Fund's
average daily net assets, reflecting the agreement by the Portfolio's and the
Fund's previous investment adviser and administrator to reduce operating
expenses and not to impose all or a portion of their respective management fee
and administration fee during that year. The Adviser and the Administrator have
voluntarily and temporarily agreed to continue to limit the Fund's aggregate
operating expenses until December 31, 1996 and not to impose their respective
management fee and administration fee to the extent necessary to limit the total
of the management fees, administration fees and the aggregate operating expenses
of the Fund (including transfer agent fees and fees payable by the Fund under a
Rule 12b-1 plan) to 0.75% and 1.40% of the average net assets attributable to
the Class A and Class B shares, respectively.
The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Under these Plans, the Fund will pay distribution and service fees
at an aggregate annual rate of up to 0.25% of the Class A shares' average daily
net assets and an aggregate annual rate of 1.00% of the Class B shares' average
daily net assets. John Hancock Funds has temporarily agreed to limit the
distribution and services fees pursuant to the Class B Plan to 0.90% of average
daily net assets. In each case, up to 0.25% for Class A and Class B shares is
for service expenses and the remaining amount is for distribution expenses. The
distribution fees will be used to reimburse John Hancock Funds for its
distribution expenses, including but not limited to: (i) initial and ongoing
sales compensation to Selling Brokers and others (including affiliates of John
Hancock Funds) engaged in the sale of Fund shares; (ii) marketing, promotional
and overhead expenses incurred in connection with the distribution of Fund
shares; (iii) unreimbursed distribution expenses under the Fund's prior
distribution plans; (iv) distribution expenses incurred by other investment
companies which sell all or substantially all of their assets to, merge with or
otherwise engage in a reorganization transaction with the Fund; and (v) with
respect to Class B shares only, interest expenses on unreimbursed distribution
expenses. The service fees will be used to compensate Selling Brokers for
providing personal and account maintenance services to shareholders.
- -------------------------------------------------------------------------------
THE FUND PAYS DISTRIBUTION AND SERVICE
FEES FOR MARKETING AND SALES RELATED
SHAREHOLDER SERVICING.
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10
<PAGE> 146
Brokers and others (including affiliates of John Hancock Funds) engaged in the
sale of Fund shares; (ii) marketing, promotional and overhead expenses incurred
in connection with the distribution of Fund shares; (iii) unreimbursed
distribution expenses under the Fund's prior distribution plans; (iv)
distribution expenses incurred by other investment companies which sell all or
substantially all of their assets to, merge with or otherwise engage in a
reorganization transaction with the Fund; and (v) with respect to Class B shares
only, interest expenses on unreimbursed distribution expenses. The service fees
will be used to compensate Selling Brokers for providing personal and account
maintenance services to shareholders.
In the event John Hancock Funds is not fully reimbursed for payments it makes or
expenses it incurs under the Class A Plan, these expenses will not be carried
beyond one year from the date they were incurred. Unreimbursed expenses under
the Class B Plan will be carried forward together with interest on the balance
of these unreimbursed expenses. For the fiscal year ended March 31, 1994, an
aggregate of $349,445 of distribution expenses or 3.01% of the average net
assets of the Fund's Class B shares was not reimbursed or recovered by John
Hancock Funds through the receipt of deferred sales charges or Rule 12b-1 fees
in prior periods.
Information on the Fund's and the Portfolio's combined total expenses appears in
the Financial Highlights section of this Prospectus.
DIVIDENDS AND TAXES
DIVIDENDS. The Fund generally declares daily and distributes monthly dividends
representing all or substantially all of its net investment income. The Fund
will distribute net realized long-term and short-term capital gains, if any, at
least annually.
- -------------------------------------------------------------------------------
THE FUND GENERALLY DECLARES DIVIDENDS
DAILY AND DISTRIBUTES THEM MONTHLY.
- -------------------------------------------------------------------------------
Dividends are reinvested in additional shares of your class unless you elect the
option to receive them in cash. If you elect the cash option and the U.S. Postal
Service cannot deliver your checks, your election will be converted to the
reinvestment option. Because of the higher expenses associated with Class B
shares, any dividends on these shares will be lower than those on the Class A
shares. See "Share Price."
TAXATION. Dividends from the Fund's net investment income and net short-term
capital gains are taxable to you as ordinary income and dividends from the
Fund's net long-term capital gains are taxable as long-term capital gains. These
dividends are taxable whether you take them in cash or reinvest in additional
shares. Certain dividends may be paid in January of a given year but may be
taxable as if you received them the previous December.
The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, the Fund will not be
subject to Federal income tax on any net investment income or net realized
capital gains that are distributed to its shareholders within the time period
prescribed by the Code.
When you redeem (sell) or exchange shares, you may realize a taxable gain or
loss.
11
<PAGE> 147
On the account application, you must certify that the social security or other
taxpayer identification number you provide is your correct number and that you
are not subject to backup withholding of Federal income tax. If you do not
provide this information or are otherwise subject to this withholding, the Fund
may be required to withhold 31% of your dividends and the proceeds of
redemptions or exchanges.
In addition to Federal taxes, you may be subject to state, local or foreign
taxes with respect to your investment in and distributions from the Fund.
Non-U.S. shareholders and tax-exempt shareholders are subject to different tax
treatment not described above. You should consult your tax adviser for specific
advice.
PERFORMANCE
Yield reflects the Fund's rate of income on portfolio investments as a
percentage of its share price. Yield is computed by annualizing the result of
dividing the net investment income per share over a 30 day period by the maximum
offering price per share on the last day of that period. Yield is also
calculated according to accounting methods that are standardized for all stock
and bond funds. Because yield accounting methods differ from the methods used
for other accounting purposes, the Fund's yield may not equal the income paid on
shares or the income reported in the Fund's financial statements.
- -------------------------------------------------------------------------------
THE FUND MAY ADVERTISE ITS YIELD AND TOTAL
RETURN.
- -------------------------------------------------------------------------------
The Fund's total return shows the overall dollar or percentage change in value
of a hypothetical investment in the Fund, assuming the reinvestment of all
dividends. Cumulative total return shows the Fund's performance over a period of
time. Average annual total return shows the cumulative return divided over the
number of years included in the period. Because average annual total return
tends to smooth out variations in the Fund's performance, you should recognize
that it is not the same as actual year-to-year results.
Both total return and yield calculations for Class A shares generally include
the effect of paying the maximum sales charge (except as shown in "The Fund's
Financial Highlights"). Investments at a lower sales charge would result in
higher performance figures. Total return and yield calculations for Class B
shares reflect the deduction of the applicable CDSC imposed on a redemption of
shares held for the applicable period. All calculations assume that all
dividends are reinvested at net asset value on the reinvestment dates during the
periods. Total return and yield of Class A and Class B shares will be calculated
separately and, because each class is subject to different expenses, the total
return and yield may differ with respect to each class for the same period. The
relative performance of the Class A and Class B shares will be affected by a
variety of factors, including the higher operating expenses attributable to the
Class B shares, whether the Fund's investment performance is better in the
earlier or later portions of the period measured and the level of net assets of
the classes during the period. The Fund will include the total return of Class A
and Class B shares in any advertisement or promotional materials including Fund
performance data. The value of Fund shares, when redeemed, may be more or less
than their original cost. Both yield and total return are historical
calculations and are not an indication of future performance. See "Factors to
Consider in Choosing an Alternative."
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<PAGE> 148
HOW TO BUY SHARES
- --------------------------------------------------------------------------------
<TABLE>
The minimum initial investment in Class A and Class B shares is $1,000 ($250 for
group investments and retirement plans). Complete the Account Application attached
to this Prospectus. Indicate whether you are purchasing Class A or Class B shares.
If you do not specify which class of shares you are purchasing, Investor Services
will assume that you are investing in Class A shares.
- -------------------------------------------------------------------------------
OPENING AN ACCOUNT
- -------------------------------------------------------------------------------
<S> <C> <C>
- ---------------------------------------------------------------------------------
BY CHECK 1. Make your check payable to John Hancock Investor Services
Corporation, P.O. Box 9115, Boston, MA, 02205-9115.
2. Deliver the completed application and check to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- ---------------------------------------------------------------------------------
BY WIRE 1. Obtain an account number by contacting your registered
representative or Selling Broker, or by calling 1-800-225-5291.
2. Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Adjustable U.S.
Government Trust
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
3. Deliver the completed application to your registered
representative or Selling Broker or mail it directly to
Investor Services.
- ---------------------------------------------------------------------------------
</TABLE>
<TABLE>
- -------------------------------------------------------------------------------
BUYING ADDITIONAL CLASS A AND CLASS B
SHARES
- -------------------------------------------------------------------------------
<S> <C> <C>
MONTHLY 1. Complete the "Automatic Investing" and "Bank Information"
AUTOMATIC sections on the Account Privileges Application designating a
ACCUMULATION bank account from which funds may be drawn.
PROGRAM 2. The amount you elect to invest will be automatically withdrawn
(MAAP) from your bank or credit union account.
- ---------------------------------------------------------------------------------
BY TELEPHONE 1. Complete the "Invest-By-Phone" and "Bank Information" sections
on the Account Privileges Application designating a bank
account from which your funds may be drawn. Note that in order
to invest by phone, your account must be in a bank or credit
union that is a member of the Automated Clearing House system
(ACH).
2. After your authorization form has been processed, you may
purchase additional Class A or Class B shares by calling
Investor Services toll-free 1-800-225-5291.
3. Give the Investor Services representative the name(s) in which
your account is registered, the Fund name, the class of shares
you own, your account number, and the amount you wish to
invest.
4. Your investment normally will be credited to your account the
business day following your phone request.
- ---------------------------------------------------------------------------------
</TABLE>
13
<PAGE> 149
<TABLE>
- --------------------------------------------------------------------------------
<S> <C> <C>
BY CHECK 1. Either complete the detachable stub included on your account
statement or include a note with your investment listing the
name of the Fund, the class of shares you own, your account
number and the name(s) in which the account is registered.
2. Make your check payable to John Hancock Investor Services
Corporation.
3. Mail the account information and check to:
John Hancock Investor Services Corporation
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or Selling
Broker
- ---------------------------------------------------------------------------------
BY WIRE Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Adjustable U.S.
Government Trust
Class A or Class B shares
Your Account Number
Name(s) under which account is registered
- ---------------------------------------------------------------------------------
Other Requirements: All purchases must be made in U.S. dollars. Checks written on
foreign banks will delay purchases until U.S. funds are received, and a collection
charge may be imposed. Shares of the Fund are priced at the offering price based
on the net asset value computed after Investor Services receives notification of
the dollar equivalent from the Fund's custodian bank. Wire purchases normally take
two or more hours to complete and, to be accepted the same day, must be received
by 4:00 P.M., New York time. Your bank may charge a fee to wire funds. Telephone
transactions are recorded to verify information. Certificates are not issued
unless a request is made in writing to Investor Services.
- ---------------------------------------------------------------------------------
</TABLE>
You will receive a statement of your account after any transaction that affects
your share balance or registration (statements related to reinvestment of
dividends and automatic investment/withdrawal plans will be sent to you
quarterly). A tax information statement will be mailed to you by January 31 of
each year.
- -------------------------------------------------------------------------------
YOU WILL RECEIVE ACCOUNT STATEMENTS THAT
YOU SHOULD KEEP TO HELP WITH YOUR PERSONAL
RECORDKEEPING.
- -------------------------------------------------------------------------------
SHARE PRICE
The net asset value per share ("NAV") is the value of one share. The NAV is
calculated by dividing the net assets of each class by the number of outstanding
shares of that class. The NAV of each class can differ. Securities in the
Portfolio's portfolio are valued on the basis of market quotations, valuations
provided by independent pricing services or at fair value as determined in good
faith according to procedures approved by the Trustees. Short-term debt
investments maturing within 60 days are valued at amortized cost, which the
Trustees have determined approximates market value. The NAVs of each class of
the Fund, and the NAV of the Portfolio are calculated once daily as of the close
of regular trading on the New York Stock Exchange (the "Exchange") (generally at
4:00 P.M., New York time) on each day that the Exchange is open.
- -------------------------------------------------------------------------------
THE OFFERING PRICE OF YOUR SHARES IS THEIR
NET ASSET VALUE PLUS A SALES CHARGE, IF
APPLICABLE, WHICH WILL VARY WITH THE
PURCHASE ALTERNATIVE YOU CHOOSE.
- -------------------------------------------------------------------------------
Shares of the Fund are sold at the offering price based on the NAV computed
after your investment request is received in good order by John Hancock Funds.
If you buy shares of the Fund through a Selling Broker, the Selling Broker must
receive your investment before the close of regular trading on the Exchange and
transmit it
14
<PAGE> 150
to John Hancock Funds before its close of business to receive that day's
offering price.
INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES. The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge as follows:
<TABLE>
<CAPTION>
COMBINED
SALES CHARGE AS REALLOWANCE REALLOWANCE TO
AMOUNT INVESTED SALES CHARGE AS A PERCENTAGE OF AND SERVICE FEE AS SELLING BROKERS AS
(INCLUDING SALES A PERCENTAGE OF THE AMOUNT A PERCENTAGE OF A PERCENTAGE OF
CHARGE) OFFERING PRICE INVESTED OFFERING PRICE(+) OFFERING PRICE(*)
- --------------- ---------------- -------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Less than $100,000 3.00% 3.09% 2.50% 2.26%
$100,000 to $499,999 2.50% 2.56% 2.25% 2.01%
$500,000 to $999,999 2.00% 2.04% 1.75% 1.51%
$1,000,000 and over 0.00%(**) 0.00(**) (***) 0.00(***)
</TABLE>
(*) Upon notice to Selling Brokers with whom it has sales agreements, John
Hancock Funds may reallow an amount up to the full applicable sales
charge. In addition to the reallowance allowed to all Selling Brokers,
John Hancock Funds will pay the following: round trip airfare to a resort
to each registered representative of a Selling Broker (if the Selling
Broker has agreed to participate) who sells certain amounts of shares of
John Hancock Funds. John Hancock Funds will make these incentive payments
out of its own resources. A Selling Broker to whom substantially the
entire sales charge is reallowed or who receives these incentives may be
deemed to be an underwriter under the Securities Act of 1933. Other than
distribution and service fees, the Fund does not bear distribution
expenses.
(**) No sales charge is payable at the time of purchase of Class A shares of $1
million or more, but a CDSC may be imposed in the event of certain
redemption transactions within one year of purchase.
(***) John Hancock Funds may pay a commission and the first year's service fee
(as described in (+) below) to Selling Brokers who initiate and are
responsible for purchases of $1 million or more in aggregate as follows:
1% on sales to $4,999,999, 0.50% on the next $5 million and 0.25% on
amounts of $10 million and over.
(+) At the time of sale, John Hancock Funds pays to Selling Brokers the first
year's service fee in advance in an amount equal to 0.25% of the net
assets invested in the Fund at the time of the sale, and thereafter, it
pays the service fee periodically in arrears in an amount up to 0.25% of
the Fund's average annual net assets. Selling Brokers receive the fee as
compensation for providing personal and account maintenance services to
shareholders.
Sales charges ARE NOT APPLIED to any dividends that are reinvested in additional
Class A shares of the Fund.
John Hancock Funds will pay certain affiliated Selling Brokers at an annual rate
of up to 0.05% of the daily net assets of accounts attributable to these
brokers.
15
<PAGE> 151
Under certain circumstances described below, investors in Class A shares may be
entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge."
CONTINGENT DEFERRED SALES CHARGE -- INVESTMENTS OF $1 MILLION OR MORE IN CLASS A
SHARES. Purchases of $1 million or more of Class A shares will be made at net
asset value with no initial sales charge, but if the shares are redeemed within
12 months after the end of the calendar month in which the purchase was made
(the CDSC period), a CDSC will be imposed. The rate of the CDSC will depend on
the amount invested as follows:
<TABLE>
<CAPTION>
AMOUNT INVESTED CDSC RATE
--------------- ---------
<S> <C>
$1 million to $4,999,999...................................................... 1.00%
Next $5 million to $9,999,999................................................. 0.50%
Amounts of $10 million and over............................................... 0.25%
</TABLE>
Existing full service clients of the Life Company who were group annuity
contract holders as of September 1, 1994, and participant directed defined
contribution plans with at least 100 eligible employees at the inception of the
Fund account may purchase Class A shares with no initial sales charge, but if
the shares are redeemed within 12 months after the end of the calendar year in
which the purchase was made, a contingent deferred sales charge will be imposed
at the rate for Class A shares described in the prospectus.
The CDSC will be assessed on an amount equal to the lesser of the current market
value or the original purchase cost of the redeemed Class A shares. Accordingly,
no CDSC will be imposed on increases in account value above the initial purchase
price, including any distributions which have been reinvested in additional
Class A shares.
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
Therefore, it will be assumed that the redemption is first made from any shares
in your account that are not subject to the CDSC. The CDSC is waived on
redemptions in certain circumstances. See "Waiver of Contingent Deferred Sales
Charges" below.
QUALIFYING FOR A REDUCED SALES CHARGE. If you invest more than $100,000 in
Class A shares of the Fund or a combination of funds within the John Hancock
family of funds (except money market funds), you may qualify for a reduced sales
charge on your investments in Class A shares through a LETTER OF INTENTION. You
may also be able to use the ACCUMULATION PRIVILEGE and the COMBINATION PRIVILEGE
to take advantage of the value of your previous investments in Class A shares of
the John Hancock funds in meeting the breakpoints for a reduced sales charge.
For the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE, the applicable sales
charge will be based on the total of:
- -------------------------------------------------------------------------------
YOU MAY QUALIFY FOR A REDUCED SALES CHARGE
ON YOUR INVESTMENT IN CLASS A SHARES.
- -------------------------------------------------------------------------------
1. Your current purchase of Class A shares of the Fund;
2. The net asset value (at the close of business on the previous day) of (a) all
Class A shares of the Fund you hold, and (b) all Class A shares of any other
John Hancock funds you hold; and
16
<PAGE> 152
3. The net asset value of all shares held by another shareholder eligible to
combine his or her holdings with you into a single "purchase."
EXAMPLE:
If you hold Class A shares of a John Hancock fund with a net asset value of
$20,000 and, subsequently, invest $80,000 in Class A shares of the Fund, the
sales charge on this subsequent investment would be 2.50% and not 3.00% (the
rate that would otherwise be applicable to investments of less than $100,000.
See "Initial Sales Charge Alternative -- Class A Shares").
If you are in one of the following categories, you may purchase Class A shares
of the Fund without paying a sales charge:
- - A Trustee or officer of the Fund; a Director or officer of the Adviser and its
affiliates or Selling Brokers; employees or sales representatives of any of
the foregoing; retired officers, employees or Directors of any of the
foregoing; a member of the immediate family of any of the foregoing; or any
fund, pension, profit sharing or other benefit plan for the individuals
described above.
- -------------------------------------------------------------------------------
CLASS A SHARES MAY BE AVAILABLE WITHOUT A
SALES CHARGE TO CERTAIN INDIVIDUALS AND
ORGANIZATIONS.
- -------------------------------------------------------------------------------
- - Any state, county, city or any instrumentality, department, authority, or
agency of these entities that is prohibited by applicable investment laws from
paying a sales charge or commission when it purchases shares of any registered
investment management company.*
- - A bank, trust company, credit union, savings institution or other type of
depository institution, its trust departments or common trust funds if it is
purchasing $1 million or more for non-discretionary customers or accounts.*
- - A broker, dealer or registered investment adviser that has entered into an
agreement with John Hancock Funds providing specifically for the use of Fund
shares in fee-based investment products made available to its clients.
- - A former participant in an employee benefit plan with John Hancock Funds, when
he/she withdraws from his/her plan and transfers any or all of his/her plan
distributions directly to the Fund.
- ------------------
* For investments made under these provisions, John Hancock Funds may make a
payment out of its own resources to the Selling Broker in an amount not to
exceed 0.25% of the amount invested.
Class A shares of the Fund may be purchased without an initial sales charge in
connection with certain liquidation, merger or acquisition transactions
involving other investment companies or personal holding companies.
CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE -- CLASS B SHARES. Class B shares
are offered at net asset value per share without a sales charge so that your
entire initial investment will go to work at the time of purchase. However,
Class B shares redeemed within four years of purchase will be subject to a CDSC
at the rates set forth below. This charge will be assessed on an amount equal to
the lesser of the current market value or the original purchase cost of the
shares being redeemed. Accordingly, you will not be assessed a CDSC on increases
in account value above the initial purchase price, including shares derived from
dividend reinvestment.
17
<PAGE> 153
In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will be assumed that your redemption comes first from shares you have held
beyond the four-year CDSC redemption period or those you acquired through
reinvestment of dividends, and next from the shares you have held the longest
during the four-year period. The CDSC is waived on redemptions in certain
circumstances. See the discussion "Waiver of Contingent Deferred Sales Charges"
below.
EXAMPLE:
You have purchased 100 shares at $10 per share. The second year after your
purchase, your investment's net asset value per share has increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment. If
you redeem 50 shares at this time, your CDSC will be calculated as follows:
<TABLE>
<S> <C> <C>
- - Proceeds of 50 shares redeemed at $12 per share $ 600
- - Minus proceeds of 10 shares not subject to CDSC because they were
acquired through dividend reinvestment (10 X $12) -120
- - Minus appreciation on remaining shares, also not subject to CDSC
(40 X $2) - 80
-----
- - Amount subject to CDSC $ 400
</TABLE>
Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
part of them to defray its expenses related to providing the Fund with
distribution services connected to the sale of Class B shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B shares without deducting a sales charge at the time of the
purchase.
The amount of the CDSC, if any, will vary depending on the number of years from
the time you purchase your Class B shares until the time you redeem them. Solely
for the purposes of determining this holding period, any payments you make
during the month will be aggregated and deemed to have been made on the last day
of the month.
<TABLE>
<CAPTION>
YEAR IN WHICH
CLASS B SHARES CONTINGENT DEFERRED SALES
REDEEMED FOLLOWING CHARGE AS A PERCENTAGE OF
PURCHASE DOLLAR AMOUNT SUBJECT TO CDSC
- ------------------- -------------------------------
<S> <C>
First 3.0%
Second 2.0%
Third 2.0%
Fourth 1.0%
Fifth and thereafter None
</TABLE>
A commission equal to 2.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service fee is paid in advance at the time of sale for the provision of
personal and account maintenance services to shareholders during the twelve
months following the sale, and thereafter the service fee is paid in arrears.
18
<PAGE> 154
WAIVER OF CONTINGENT DEFERRED SALES CHARGES. The CDSC will be waived on
redemptions of Class B shares and of Class A shares that are subject to a CDSC,
unless indicated otherwise, in these circumstances:
- - Redemptions of Class B shares made under a Systematic Withdrawal Plan (see
"How to Redeem Shares"), as long as your annual redemptions do not exceed 10%
of your account value at the time you establish your Systematic Withdrawal
Plan and 10% of the value of your subsequent investments (less redemptions) in
that account at the time you notify Investor Services. This waiver does not
apply to Systematic Withdrawal Plan redemptions of Class A shares that are
subject to a CDSC.
- -------------------------------------------------------------------------------
UNDER CERTAIN CIRCUMSTANCES, THE CDSC ON
CLASS B AND CERTAIN CLASS A SHARE
REDEMPTIONS WILL BE WAIVED.
- -------------------------------------------------------------------------------
- - Redemptions made to effect distributions from an Individual Retirement Account
either before or after age 59 1/2, as long as the distributions are based on
the life expectancy or the joint-and-last survivor life expectancy of you and
your beneficiary. These distributions must be free from penalty under the
Code.
- - Redemptions made to effect mandatory distributions under the Code after age
70 1/2 from a tax-deferred retirement plan.
- - Redemptions made to effect distributions to participants or beneficiaries from
certain employer-sponsored retirement plans including those qualified under
Section 401(a) of the Code, custodial accounts under Section 403(b)(7) of the
Code and deferred compensation plans under Section 457 of the Code. The waiver
also applies to certain returns of excess contributions made to these plans.
In all cases, the distributions must be free from penalty under the Code.
- - Redemptions due to death or disability.
- - Redemptions made under the Reinvestment Privilege, as described in "Additional
Services and Programs" of this Prospectus.
- - Redemptions made pursuant to the Fund's right to liquidate your account if you
have less than $100 invested in the Fund.
- - Redemptions made in connection with certain liquidation, merger or acquisition
transactions involving other investment companies or personal holding
companies.
- - Redemptions from certain IRA and retirement plans that purchased shares prior
to October 1, 1992.
If you qualify for a CDSC waiver under one of these situations, you must notify
Investor Services either directly or through your Selling Broker at the time you
make your redemption. The waiver will be granted once Investor Services has
confirmed that you are entitled to the waiver.
19
<PAGE> 155
CONVERSION OF CLASS B SHARES. Your Class B shares and an appropriate portion of
reinvested dividends on those shares will be converted into Class A shares
automatically. This will occur no later than the month following four years
after the shares were purchased, and will result in lower annual distribution
fees.
If you exchanged Class B shares into the Fund from another John Hancock fund,
the calculation will be based on the time you purchased the shares in the
original fund. The Fund has been advised that the conversion of Class B shares
to Class A shares should not be taxable for Federal income tax purposes and
should not change a shareholder's tax basis or tax holding period for the
converted shares.
HOW TO REDEEM SHARES
You may redeem all or a portion of your shares on any business day. Your shares
will be redeemed at the next NAV calculated after your redemption request is
received in good order by Investor Services, less any applicable CDSC. The Fund
may hold payment until it is reasonably satisfied that investments recently made
by check or Invest-by-Phone have been collected (which may take up to 10
calendar days).
- -------------------------------------------------------------------------------
TO ASSURE ACCEPTANCE OF YOUR REDEMPTION
REQUEST, PLEASE FOLLOW THESE PROCEDURES.
- -------------------------------------------------------------------------------
Once your shares are redeemed, the Fund generally sends you payment on the next
business day. When you redeem your shares, you may realize a taxable gain or
loss depending usually on the difference between what you paid for them and what
you receive for them, subject to certain tax rules. Under unusual circumstances,
the Fund may suspend redemptions or postpone payment for up to seven days or
longer, as permitted by Federal securities laws.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
BY TELEPHONE All Fund shareholders are automatically eligible for the
telephone redemption privilege. Call 1-800-225-5291, from 8:00
A.M. to 4:00 P.M. (New York time), Monday through Friday,
excluding days on which the Exchange is closed. Investor Services
employs the following procedures to confirm that instructions
received by telephone are genuine. Your name, the account number,
taxpayer identification number applicable to the account and
other relevant information may be requested. In addition,
telephone instructions are recorded.
You may redeem up to $100,000 by telephone, but the address on
the account must not have changed for the last thirty days. A
check will be mailed to the exact name(s) and address shown on
the account.
If reasonable procedures, such as those described above, are not
followed, the Fund may be liable for any loss due to unauthorized
or fraudulent telephone instructions. In all other cases, neither
the Fund nor Investor Services will be liable for any loss or
expense for acting upon telephone instructions made in accordance
with the telephone transaction procedures mentioned above.
Telephone redemption is not available for IRAs or other
tax-qualified retirement plans or shares of the Fund that are in
certificated form.
During periods of extreme economic conditions or market changes,
telephone requests may be difficult to implement due to a large
volume of calls. During these times, you should consider placing
redemption requests in writing or use EASI-Line. EASI-Line's
telephone number is 1-800-338-8080.
- ---------------------------------------------------------------------------------
</TABLE>
20
<PAGE> 156
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
BY WIRE If you have a telephone redemption form on file with the Fund,
redemption proceeds of $1,000 or more can be wired on the next
business day to your designated bank account, and a fee
(currently $4.00) will be deducted. You may also use electronic
funds transfer to your assigned bank account, and the funds are
usually collectible after two business days. Your bank may or may
not charge a fee for this service. Redemptions of less than
$1,000 will be sent by check or electronic funds transfer.
This feature may be elected by completing the "Telephone
Redemption" section on the Account Privileges Application
included with this Prospectus.
- ---------------------------------------------------------------------------------
IN WRITING Send a stock power or "letter of instruction" specifying the name
of the Fund, the dollar amount or the number of shares to be
redeemed, your name, class of shares, your account number and the
additional requirements listed below that apply to your
particular account.
- ---------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
TYPE OF REGISTRATION REQUIREMENTS
-------------------- ------------
<S> <C>
Individual, Joint Tenants, Sole A letter of instruction signed (with titles
Proprietorship, Custodial where applicable) by all persons authorized
(Uniform Gifts or Transfer to to sign for the account, exactly as it is
Minors Act), General Partners registered with the signature(s) guaran-
teed.
Corporation, Association A letter of instruction and a corporate
resolution, signed by person(s) authorized
to act on the account with the signature(s)
guaranteed.
Trusts A letter of instruction signed by the
trustee(s) with the signature(s) guaranteed.
(If the trustee's name is not registered on
your account, also provide a copy of the
trust document, certified within the last 60
days.)
If you do not fall into any of these registration categories, please call
1-800-225-5291 for further instructions.
- ---------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
A signature guarantee is a widely accepted way to protect you and the Fund by
verifying the signature on your request. It may not be provided by a notary
public. If the net asset value of the shares redeemed is $100,000 or less,
John Hancock Funds may guarantee the signature. The following institutions may
provide you with a signature guarantee, provided that the institution meets
credit standards established by Investor Services: (i) a bank; (ii) a
securities broker or dealer, including a government or municipal securities
broker or dealer, that is a member of a clearing corporation or meets certain
net capital requirements; (iii) a credit union having authority to issue
signature guarantees; (iv) a savings and loan association, a building and loan
association, a cooperative bank, a federal savings bank or association; or (v)
a national securities exchange, a registered securities exchange or a clearing
agency.
</TABLE>
- -------------------------------------------------------------------------------
WHO MAY GUARANTEE YOUR SIGNATURE.
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------------
THROUGH YOUR BROKER. Your broker may be able to initiate the redemption.
Contact your broker for instructions.
- ---------------------------------------------------------------------------------
If you have certificates for your shares, you must submit them with your stock
power or a letter of instructions. Unless you specify to the contrary, any
outstanding Class A shares will be redeemed before Class B shares. You may not
redeem certificated shares by telephone.
</TABLE>
- -------------------------------------------------------------------------------
ADDITIONAL INFORMATION ABOUT REDEMPTIONS.
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
Due to the proportionately high cost of maintaining small accounts, the Fund
reserves the right to redeem at net asset value all shares in an account which
holds less than $100 (except accounts under retirement plans) and to mail the
proceeds to the shareholder, or the transfer agent may impose an annual fee of
$10.00. No account will be involuntarily redeemed or additional fee imposed,
if the value of the account is in excess of the Fund's minimum initial
investment or if the value of the account falls below the required minimum as
a result of market action. No CDSC will be imposed on involuntary redemptions
of shares.
Shareholders will be notified before these redemptions are to be made or this
fee is imposed and will have 30 days to purchase additional shares to bring
their account balance up to the required minimum. Unless the number of shares
acquired by further purchases and dividend reinvestments, if any, exceeds the
number of shares redeemed, repeated redemptions from a smaller account may
eventually trigger this policy.
- ---------------------------------------------------------------------------------
</TABLE>
21
<PAGE> 157
ADDITIONAL SERVICES AND PROGRAMS
EXCHANGE PRIVILEGE
If your investment objective changes, or if you wish to achieve further
diversification, John Hancock offers other funds with a wide range of investment
goals. Contact your registered representative or Selling Broker and request a
prospectus for the John Hancock funds that interest you. Read the prospectus
carefully before exchanging your shares. You can exchange shares of each class
of the Fund only for shares of the same class of another John Hancock fund. For
this purpose, John Hancock funds with only one class of shares will be treated
as Class A, whether or not they have been so designated.
- -------------------------------------------------------------------------------
YOU MAY EXCHANGE SHARES OF THE FUND ONLY
FOR SHARES OF THE SAME CLASS OF ANOTHER
JOHN HANCOCK FUND.
- -------------------------------------------------------------------------------
Exchanges between funds with shares that are not subject to a CDSC are based on
their respective net asset values. No sales charge or transaction charge is
imposed. Class B shares of the Fund that are subject to a CDSC may be exchanged
into Class B shares of another John Hancock fund without incurring the CDSC;
however, these shares will be subject to the CDSC schedule of the shares
acquired (except that exchanges into John Hancock Short-Term Strategic Income
Fund, John Hancock Limited-Term Government Fund and the Fund will be subject to
the initial fund's CDSC). For purposes of computing the CDSC payable upon
redemption of shares acquired in an exchange, the holding period of the original
shares is added to the holding period of the shares acquired in an exchange.
However, if you exchange Class B shares purchased prior to January 1, 1994 for
Class B shares of any other John Hancock Fund, you will be subject to the CDSC
schedule in effect on your initial purchase date.
You may exchange Class B shares of the Fund into a John Hancock money market
fund at net asset value. Shares so acquired will continue to be subject to the
same CDSC upon redemption.
The Fund reserves the right to require you to keep previously exchanged shares
(and reinvested dividends) in the Fund for 90 days before you are permitted to
execute a new exchange. The Fund may also terminate or alter the terms of the
exchange privilege, upon 60 days' notice to shareholders.
An exchange of shares is treated as a redemption of shares of one fund and the
purchase of shares in another for Federal income tax purposes. An exchange may
result in a taxable gain or loss.
When you make an exchange, your account registration in both the existing and
new account must be identical. The exchange privilege is available only in
states where the exchange can be made legally.
Under exchange agreements with John Hancock Funds, certain dealers, brokers and
investment advisers may exchange their clients' Fund shares, subject to the
terms of those agreements and John Hancock Funds' right to reject or suspend
those exchanges at any time. Because of the restrictions and procedures under
those agreements, the exchanges may be subject to timing limitations and other
restrictions that do not apply to exchanges requested by shareholders directly,
as described above.
22
<PAGE> 158
Because Fund performance and shareholders can be hurt by excessive trading, the
Fund reserves the right to terminate the exchange privilege for any person or
group that, in John Hancock Funds' judgment, is involved in a pattern of
exchanges that coincide with a "market timing" strategy that may disrupt the
Fund's ability to invest effectively according to its investment objective and
policies, or might otherwise affect the Fund and its shareholders adversely. The
Fund may also temporarily or permanently terminate the exchange privilege for
any person who makes seven or more exchanges out of the Fund per calendar year.
Accounts under common control or ownership will be aggregated for this purpose.
Although the Fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time.
BY TELEPHONE
1. When you complete the application for your initial purchase of Fund shares,
you automatically authorize exchanges by telephone unless you check the box
indicating that you do not wish to authorize telephone exchanges.
2. Call 1-800-225-5291. Have the account number of your current fund and the
exact name in which it is registered available to give to the telephone
representative.
3. Your name, the account number, taxpayer identification number applicable to
the account and other relevant information may be requested. In addition,
telephone instructions are recorded.
IN WRITING
1. In a letter, request an exchange and list the following:
-- the name and class of the Fund whose shares you currently own
-- your account number
-- the name(s) in which the account is registered
-- the name of the fund in which you wish your exchange to be invested
-- the number of shares, all shares or dollar amount you wish to exchange
Sign your request exactly as the account is registered.
2. Mail the request and information to:
John Hancock Investor Services Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
23
<PAGE> 159
REINVESTMENT PRIVILEGE
1. You will not be subject to a sales charge on Class A shares reinvested in
shares of any John Hancock fund that is otherwise subject to a sales charge
as long as you reinvest within 120 days from the redemption date. If you paid
a CDSC upon a redemption, you may reinvest at net asset value in the same
class of shares from which you redeemed within 120 days. Your account will be
credited with the amount of the CDSC previously charged, and the reinvested
shares will continue to be subject to a CDSC. For purposes of computing the
CDSC payable upon a subsequent redemption, the holding period of the shares
acquired through reinvestment will include the holding period of the redeemed
shares.
- -------------------------------------------------------------------------------
IF YOU REDEEM SHARES OF THE FUND, YOU MAY
BE ABLE TO REINVEST ALL OR PART OF THE
PROCEEDS IN SHARES OF THE FUND OR ANOTHER
JOHN HANCOCK FUND WITHOUT PAYING AN
ADDITIONAL SALES CHARGE.
- -------------------------------------------------------------------------------
2. Any portion of your redemption may be reinvested in Fund shares or in shares
of any of the other John Hancock funds, subject to the minimum investment
limit of that fund.
3. To reinvest, you must notify Investor Services in writing. Include the Fund's
name, the account number and class from which your shares were originally
redeemed.
SYSTEMATIC WITHDRAWAL PLAN
1. You can elect the Systematic Withdrawal Plan at any time by completing the
Account Privileges Application which is attached to this Prospectus. You can
also obtain this application by calling your registered representative or by
calling 1-800-225-5291.
2. To be eligible, you must have at least $5,000 in your account.
3. Payments from your account can be made monthly, quarterly, semi-annually or
annually or on a selected monthly basis to yourself or any other designated
payee.
- -------------------------------------------------------------------------------
YOU CAN PAY ROUTINE BILLS FROM YOUR
ACCOUNT, OR MAKE PERIODIC DISBURSEMENTS OF
FUNDS FROM YOUR RETIREMENT ACCOUNT TO
COMPLY WITH IRS REGULATIONS.
- -------------------------------------------------------------------------------
4. There is no limit on the number of payees you may authorize, but all payments
must be made at the same time or intervals.
5. It is not advantageous to maintain a Systematic Withdrawal Plan concurrently
with purchases of additional Class A or Class B shares, because you may be
subject to initial sales charges on your purchases of Class A shares or to a
CDSC on your redemptions of Class B shares. In addition, your redemptions are
taxable events.
6. Redemptions will be discontinued if the U.S. Postal Service cannot deliver
your checks or if deposits to a bank account are returned for any reason.
24
<PAGE> 160
MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)
1. You can authorize an investment to be automatically withdrawn each month from
your bank for investment in Fund shares under the "Automatic Investing" and
"Bank Information" sections of the Account Privileges Application.
- -------------------------------------------------------------------------------
YOU CAN MAKE AUTOMATIC INVESTMENTS AND
SIMPLIFY YOUR INVESTING.
- -------------------------------------------------------------------------------
2. You can also authorize automatic investment through payroll deduction by
completing the "Direct Deposit Investing" section of the Account Privileges
Application.
3. You can terminate your Monthly Automatic Accumulation Program plan at any
time.
4. There is no charge to you for this program, and there is no cost to the Fund.
5. If you have payments being withdrawn from a bank account and we are notified
that the account has been closed, your withdrawals will be discontinued.
GROUP INVESTMENT PROGRAM
1. An individual account will be established for each participant, but the
initial sales charge for Class A shares will be based on the aggregate dollar
amount of all participants' investments. To determine how to qualify for this
program, contact your registered representative or call 1-800-225-5291.
- -------------------------------------------------------------------------------
ORGANIZED GROUPS OF AT LEAST FOUR PERSONS
MAY ESTABLISH ACCOUNTS.
- -------------------------------------------------------------------------------
2. The initial aggregate investment of all participants in the group must be at
least $250.
3. There is no additional charge for this program. There is no obligation to
make investments beyond the minimum, and you may terminate the program at any
time.
RETIREMENT PLANS
1. You may use the Fund as a funding medium for various types of qualified
retirement plans, including Individual Retirement Accounts, Keough Plans
(H.R. 10), Pension and Profit Sharing Plans (including 401(k) Plans), Tax
Sheltered Annuity Retirement Plans (403(b) Plans) and 457 Plans.
2. The initial investment minimum or aggregate minimum for any of the above
plans is $250. However, accounts being established as group IRA, SEP, SARSEP,
TSA, 401(k) and 457 Plans will be accepted without an initial minimum
investment.
INVESTMENTS, TECHNIQUES AND RISK FACTORS
ADJUSTABLE RATE SECURITIES. Adjustable rate securities purchased by the
Portfolio consist principally of mortgage-backed ("pass-through") securities. A
mortgage-backed pass-through security is formed when mortgages are pooled
together and undivided interests in the pool or pools are sold. The cash flow
from the mortgages is passed through to the holders of the securities in the
form of periodic payments of interest and principal and unscheduled early
payments of principal (i.e., "prepayments"). See "Risks Relating to the
Portfolio's Investments" below. Types of mortgage-backed securities include
Ginnie Mae, Fannie Mae and Freddie
25
<PAGE> 161
Mac pass-through securities. Although these mortgage-backed securities are
guaranteed or issued by U.S. Government agencies or instrumentalities, Fannie
Mae and Freddie Mac securities are not backed by the "full faith and credit" of
the U.S. Government. In such cases, the Portfolio must look principally to the
agency issuing or guaranteeing the security for ultimate payment. Other types of
adjustable rate securities (as described below) include: (1) privately issued
mortgage-backed securities constituting ARMs which are backed by a pool of
conventional adjustable rate mortgage loans; (2) asset-backed securities which
are primarily loan pool securities that are issued and guaranteed by a U.S.
Government agency, such as the Small Business Administration; and (3) CMOs and
multi-class pass-through securities issued or guaranteed by the U.S. Government,
its agencies or instrumentalities. Other types of mortgage-backed securities
will likely be developed in the future and the Portfolio may invest in them if
the Adviser determines they are consistent with the Portfolio's investment
objective and policies. For further descriptions of both mortgage-backed and
U.S. Government asset-backed securities, see below.
INDICES. The interest rates paid on the adjustable rate securities in which the
Portfolio invests generally are readjusted periodically to an increment over
some predetermined interest rate index. Such readjustments occur at intervals
ranging from one to 60 months. The Portfolio will invest at least 65% of its
total assets in Government Agency Adjustable Rate Securities and other
adjustable rate securities which in the aggregate have an average dollar
weighted time to next interest rate reset of one year or less. There are three
main categories of indices: (1) those based on U.S. Treasury securities; (2)
those derived from a calculated measure such as a cost of funds index or a
moving average of mortgage rates; and (3) those based on actively traded or
prominently posted short-term interest rates. Commonly utilized indices include
the one-year constant maturity U.S. Treasury rates, the three-month U.S.
Treasury bill rate, the 180-day U.S. Treasury bill rate, rates on long-term U.S.
Treasury securities, the 11th District Federal Home Loan Bank Costs of Funds,
the National Meridian Cost of Funds, the one-month, three-month, six-month or
one-year London Interbank Offered Rate (LIBOR), the prime rate of a specified
bank, or commercial paper rates. Some indices, such as the one-year constant
maturity U.S. Treasury rate, closely mirror changes in market interest rate
levels. Others, such as the 11th District Federal Home Loan Bank Costs of Funds
Index, tend to lag behind changes in market rate levels and tend to be somewhat
less volatile. The degree of volatility in the market value of the Portfolio's
assets and of the net asset value of the Portfolio's (and the Fund's) shares
will be a function primarily of the length of the adjustment period and the
degree of volatility in the applicable indices. It will also be a function of
the maximum increase or decrease of the interest rate adjustment on any one
adjustment date, in any one year and over the life of the securities. These
maximum increases and decreases are typically referred to as "caps" and
"floors," respectively.
CHARACTERISTICS OF ADJUSTABLE RATE SECURITIES. As the interest rates on the
mortgages or financial assets underlying the Portfolio's investments are reset
periodically, yields of portfolio securities will gradually align themselves to
reflect
26
<PAGE> 162
changes in market rates and should cause the net asset value of the Portfolio
(and the Fund) to fluctuate less dramatically than it would if the Portfolio
invested in more traditional long-term, fixed-rate debt securities. In periods
of substantial short-term volatility in short-term interest rates, the value of
the portfolio may fluctuate more substantially since the caps and floors of the
adjustable rate securities in the Portfolio may not permit the interest rate to
adjust to the full extent of the movements in short-term rates during any one
adjustment period. Accordingly, investors could experience some principal loss
or less gain than might otherwise be achieved if they redeem their shares of the
Fund before the interest rates on the mortgages underlying the Portfolio's
Government ARM securities are adjusted to reflect prevailing market interest
rates. In the event of dramatic increases in interest rates, the lifetime caps
on adjustable rate securities may prevent such securities from adjusting to
prevailing rates over the term of the loan. In this circumstance, the market
value of the adjustable rate securities held by the Portfolio may be
substantially reduced with a corresponding decline in the Portfolio's (and the
Fund's) net asset value.
ARM SECURITIES. Generally, ARMs have a specified maturity date and amortize
principal over their life. ARMs typically provide for a fixed initial interest
rate for either the first 3, 6, 12, 13, 36 or 60 scheduled monthly payments.
Thereafter, the rate of amortization of principal, as well as interest payments
on the remaining principal amount of the ARM, changes in accordance with
movements in a specified index. The amount of interest due to an ARM security
holder is calculated by adding a specified additional amount, the "margin," to
the index, subject to limitations or "caps" on the maximum and minimum interest
that is charged to the mortgagor during the life of the mortgage or to maximum
and minimum changes to that interest rate during a given period. Some
residential mortgage loans restrict periodic adjustments by limiting changes in
the borrower's monthly principal and interest payments rather than limiting
interest rate changes. These payment caps may result in negative amortization.
PRIVATELY ISSUED COLLATERALIZED MORTGAGE OBLIGATIONS ("PRIVATE CMOS"). Private
CMOs are debt obligations collateralized by whole mortgage loans or pass-through
mortgage-backed securities issued or guaranteed by U.S. Government agencies or
issued by private issuers (see discussion of "Privately Issued Mortgage-backed
Securities" below). The issuer of a series of private CMOs may elect to be
treated as a Real Estate Mortgage Investment Conduit ("REMIC"). Multi-class
pass-through securities are equity interests in a trust composed of mortgage
loan or other mortgage-backed securities. Payments of principal and interest on
underlying collateral provides the funds to pay debt service on the CMO or to
make scheduled distributions on the multi-class pass-through security. The term
CMO as used in this Prospectus also includes multi-class pass-through
securities. The Portfolio does not invest in multi-class mortgage securities
which are subordinated to other mortgage securities arising out of the same pool
of mortgages (e.g., "residual" interests). The Portfolio will limit investments
in privately issued CMOs and REMICs which are collateralized by privately issued
mortgage-backed securities or whole loans of private issuers to 5% of its net
assets. The Portfolio will invest in private CMOs and REMICs only if they are
rated
27
<PAGE> 163
in the highest categories by a nationally recognized statistical rating
organization (i.e., AAA by Standard & Poor's or Aaa by Moody's).
Privately issued mortgage-backed securities are structured similarly to, and in
most cases represent interests in, Ginnie Mae, Fannie Mae and Freddie Mac
mortgage-backed securities and are issued by originators of and investors in
mortgage loans, including savings and loan associations, mortgage bankers,
commercial banks, investment banks and special purpose subsidiaries of the
foregoing. The Portfolio will (together with privately issued CMOs and REMICs as
described above) limit investment in privately issued mortgage-backed securities
which do not represent interests in Ginnie Mae or Freddie Mac mortgage
certificates to no more than 5% of its net assets.
U.S. GOVERNMENT ZERO COUPON SECURITIES. U.S. Government zero coupon securities
are created by the separation of the interest and principal components of a
previously issued interest paying security. Investment banks may also strip U.S.
Treasury securities and sell them under proprietary names. Since such securities
may not be as liquid as those which are direct obligations of the U.S.
Government, the Portfolio will not invest more than 10% of its total assets in
privately created zero coupon U.S. Treasuries and will include such securities
in its limitations with respect to illiquid securities.
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES ISSUED BY U.S. GOVERNMENT AGENCIES
AND INSTRUMENTALITIES. The mortgage-backed securities purchased by the
Portfolio include not only adjustable rate mortgages but also conventional
30-year fixed rate mortgages, graduated payment mortgages and 15-year mortgages.
All of these mortgages can be used to create pass-through securities.
Certificates of the Government National Mortgage Association (Ginnie Mae
Certificates) are mortgage-backed securities which evidence an undivided
interest in a pool of mortgage loans. Ginnie Mae Certificates differ from bonds
in that principal is paid back monthly by the borrower over the term of the loan
rather than returned in a lump sum at maturity. Ginnie Mae Certificates entitle
the holder to receive a share of all interest and principal prepayments paid and
owed on the mortgage pool, net of fees paid to the "issuer" and Ginnie Mae,
regardless of whether or not the mortgagor actually makes the payment. The
National Housing Act authorized Ginnie Mae to guarantee the timely payment of
principal and interest on securities backed by a pool of mortgages insured by
the Federal Housing Administration (FHA) or the Farmer's Home Administration
(FHMA), or guaranteed by the Veterans Administration (VA). Ginnie Mae
certificates are backed by the full faith and credit of the U.S. Government.
Ginnie Mae is empowered to borrow without limitation from the U.S. Treasury, if
necessary, to make any payments required under its guarantee. In cases where
U.S. Government support of agencies or instrumentalities is discretionary, no
assurance can be given that the U.S. Government will provide financial support,
since it is not legally obligated to do so.
Established in 1938 to create a secondary market in mortgages, the Federal
National Mortgage Association ("Fannie Mae") is a government-sponsored
corporation owned entirely by private stockholders that purchases residential
mortgages
28
<PAGE> 164
from a list of approved seller/servicers. Fannie Mae issues guaranteed mortgage
pass-through certificates (Fannie Mae Certificates). Fannie Mae Certificates
resemble Ginnie Mae Certificates in that each Fannie Mae Certificate represents
a pro rata share of all interest and principal payments made and owed on the
underlying pool. Fannie Mae guarantees timely payment of interest on Fannie Mae
Certificates and the stated principal amount.
The Federal Home Loan Mortgage Corporation was created in 1970 through enactment
of Title III of the Emergency Home Finance Act of 1970. Its purpose is to
promote development of a nationwide secondary market in conventional residential
mortgages. Freddie Mac presently issues two types of mortgage pass-through
securities, mortgage participation certificates (PCs) and guaranteed mortgage
certificates. PCs resemble Ginnie Mae Certificates in that each PC represents a
pro rata share of all interest and principal payments made and owed on the
underlying pool. Freddie Mac guarantees timely monthly payment of interest on
PCs and the stated principal amount.
Government asset-backed securities (which are not mortgage-backed securities)
consist primarily of loan pool securities issued or guaranteed by government
agencies and include pass-through securities collateralized by Small Business
Administration (SBA) guaranteed loans whose interest rates adjust in much the
same fashion as described herein with respect to adjustable rate mortgage
securities. Loans underlying such "Loan pool" securities generally include
commercial loans such as working capital loans and equipment loans. SBA creates
loan pool securities from pools of SBA guaranteed portions of loans. These
securities have a guarantee of timely payment of both principal and interest and
are backed by the full faith and credit of the U.S. Government.
A Government CMO is a debt security issued by a U.S. Government instrumentality
("Government CMO") which is backed by a portfolio of mortgage-backed securities
held under an indenture. The issuer's obligation to make interest and principal
payments is secured by the underlying portfolio of mortgages or mortgage-backed
securities. Government CMOs are issued with a number of classes (at least four)
or series, which have different maturities and which may represent interests in
some or all of the interest or principal on the underlying collateral or a
combination thereof. Government CMOs of different classes are generally retired
in sequence as the underlying mortgage loans in the mortgage pool are repaid. In
the event of sufficient early prepayments on such mortgages, the class or series
of Government CMO first to mature generally will be retired prior to its
maturity. Thus, the early retirement of a particular class or series of
Government CMO held by the Portfolio would have the same effect as the
prepayment of mortgages underlying a mortgage-backed pass-through security.
Among the Government CMO classes available are (1) floating (adjustable) rate
classes which have characteristics similar to ARMs and (2) inverse floating rate
classes whose coupons vary inversely with the rate of some market index. REMICs
are private entities formed for the purpose of holding a fixed pool of mortgages
secured by an interest in real property and are similar to CMOs in that they
issue multiple classes of securities. CMOs and REMICs issued by entities other
than U.S.
29
<PAGE> 165
Government agencies or instrumentalities are not considered U.S.
Government securities for purposes of the investment policies of the Fund.
Multi-class pass-through securities are similar to CMOs in that they are
generally divided into several classes; however, they represent equity
interests in a pool of mortgage loans typically held in a trust.
RESTRICTED AND ILLIQUID SECURITIES. The Portfolio may invest up to 10% of its
total assets in illiquid investments, which include repurchase agreements
maturing in more than seven days, certain over-the-counter options, certain
stripped mortgage-backed securities, certain restricted securities and
securities not readily marketable. Although the Portfolio may purchase
restricted securities which can be offered and sold to "qualified institutional
buyers" under Rule 144A of the Securities Act, its present investment
restriction limits such investment to the foregoing 10% limitation.
SHORT-TERM TRADING AND PORTFOLIO TURNOVER. Short-term trading means the
purchase and subsequent sale of a security after it has been held for a
relatively brief period of time. Short-term trading of fixed-income securities
should not increase direct transaction costs since fixed-income securities are
normally traded on a principal basis without brokerage commissions. Short-term
trading may have the effect of increasing portfolio turnover rate. The Portfolio
does not intend to invest for the purpose of seeking short-term profits. The
Portfolio's investment securities may be changed, however, without regard to the
holding period of these securities (subject to certain tax restrictions), when
the Adviser deems that this action will help achieve the Portfolio's objective
given a change in an issuer's operations or changes in general market
conditions. A rate of turnover of 100% would occur if the value of the lesser of
purchases and sales of investment securities for a particular year equaled the
average monthly value of investment securities owned during the year (excluding
short-term securities). A high rate of portfolio turnover (100% or more) may
make it more difficult for the Portfolio and Fund to qualify as regulated
investment companies under the Code. The Portfolio's portfolio turnover rate is
set forth in the table under "Financial Highlights."
LENDING OF SECURITIES AND REPURCHASE AGREEMENTS. For the purpose of realizing
additional income, the Portfolio may lend to broker-dealers portfolio securities
amounting to not more than 33 1/3% of its total assets taken at current value or
may enter into repurchase agreements. In a repurchase agreement, the Portfolio
buys a security subject to the right and obligation to sell it back to the
issuer at the same price plus accrued interest. These transactions must be fully
collateralized at all times. The Portfolio may reinvest any cash collateral in
short-term, liquid debt securities. However, they may involve some credit risk
to the Portfolio (and, therefore, the Fund) if the other party should default on
its obligation and the Portfolio is delayed in or prevented from recovering the
collateral. Securities loaned by the Portfolio will remain subject to
fluctuations of market value.
WHEN-ISSUED SECURITIES. The Portfolio may purchase securities on a forward
commitment or "when-issued" basis. The Fund will segregate in a separate account
cash or liquid, high grade debt securities equal in value to its forward
commitments and when-issued securities. Purchasing debt securities for future
30
<PAGE> 166
delivery or on a when-issued basis may increase the Fund's overall investment
exposure and involves a risk of loss if the value of the securities declines
before the settlement date.
MORTGAGE "DOLLAR ROLL" TRANSACTIONS. The Portfolio may enter into mortgage
"dollar roll" transactions with selected banks and broker-dealers pursuant to
which the Portfolio sells mortgage-backed securities and simultaneously
contracts to repurchase substantially similar (same type, coupon and maturity)
securities on a specified future date. The Portfolio will only enter into
covered rolls. A "covered roll" is a specific type of dollar roll for which
there is an offsetting cash position or a cash equivalent security position
which matures on or before the forward settlement date of the dollar roll
transaction.
REVERSE REPURCHASE AGREEMENTS. A reverse repurchase agreement involves the sale
of a security by the Portfolio and its agreement to repurchase the instrument at
a specified time and price. The Portfolio will maintain a segregated account
consisting of liquid, high grade debt securities to cover its obligations under
reverse repurchase agreements with selected banks or securities firms approved
in advance by the Trustees. The Portfolio will use the proceeds to purchase
other investments. Reverse repurchase agreements are considered to be borrowings
by the Portfolio and as an investment practice may be considered speculative.
Repurchase agreements magnify the potential for gain or loss on the portfolio
securities of the Portfolio and therefore, increase the possibility of
fluctuation in the Portfolio's (and, therefore, the Fund's) net asset value. The
Portfolio may borrow money for temporary administrative or emergency purposes.
To avoid the potential leveraging effects of the Portfolio's borrowings,
additional investments will not be made while borrowings are in excess of 5% of
the Portfolio's total assets. The Portfolio will limit its investments in
reverse repurchase agreements and other borrowings to no more than 33 1/3% of
its total assets.
RISKS RELATING TO THE PORTFOLIO'S INVESTMENTS. The assets of the Fund are
invested in the Portfolio, the assets of which are constantly being invested in
portfolio securities. The value of the securities held by the Portfolio and,
therefore, the net asset value per share of both the Fund and the Portfolio will
fluctuate with interest rate changes. Therefore, at the time of redemption, an
investor's shares in the Fund may be worth more or less than their value at the
time of purchase. The guarantees of the U.S. Government and its agencies as to
payment of principal and interest of the Portfolio's U.S. Government securities
do not extend to the value or yield of such securities or of the Fund's shares.
Investments of the Portfolio are subject to certain risks.
Mortgage-backed securities are subject to the prepayment of principal on the
assets underlying these securities. Prepayment rates are affected by changes in
prevailing interest rates and numerous other economic, geographic, social and
other factors. Changes in the rate of prepayments will generally affect the
yield to maturity of the security. Therefore, as a result of these prepayment
characteristics and their effect on the holders of these securities, the
Portfolio (and the Fund) may experience a high rate of prepayment when interest
rates decline and may therefore face the necessity of reinvesting at a time when
rates of return are
31
<PAGE> 167
relatively low which could result in a reduction in principal if some
securities were acquired at a premium. On the other hand, when such securities
are bought at a discount both scheduled payments of principal and unscheduled
prepayments will increase and total return will accelerate the recognition
of income which, when distributed to shareholders, will be taxable as ordinary
income.
In addition to prepayment characteristics and the interest rate reset features
of mortgage-backed and government asset-backed securities as previously
described (which are also applicable to the mortgage-backed and asset-backed
adjustable rate securities), the market value of adjustable rate securities and,
therefore, the Portfolio's and the Fund's net asset values, respectively, may
vary to the extent that the current interest rate on securities differs from
market interest rates during periods between the interest rate reset dates.
These variations in value occur inversely to changes in the market interest
rates. Thus, if market interest rates fall below the current rate on the
securities, the value of the securities will rise. If investors in the Fund sold
their shares during periods of rising rates before an adjustment occurred, such
investors may suffer some loss. The longer the adjustment intervals on
adjustable rate securities held by the Portfolio, the greater the potential for
fluctuations in the Portfolio's (and the Fund's) net asset value. In addition,
because of their interest rate adjustment feature, adjustable rate securities
are not an effective means of "locking-in" attractive interest rates for periods
in excess of the adjustment period.
Privately issued mortgage-backed securities constituting ARMs are backed by a
pool of conventional adjustable rate mortgage loans. Since privately issued
mortgage-backed securities typically are not guaranteed by an entity having the
credit status of Ginnie Mae, Fannie Mae and Freddie Mac, such securities
generally are structured with one or more types of credit enhancement such as
guarantees, insurance policies or letters of credit obtained by the issuer or
sponsor from third parties, through various means of structuring the transaction
or through a combination of such approaches.
Stripped securities are issued at a significant discount from their principal
amount in lieu of paying interest periodically; therefore, their value is
subject to greater fluctuations in response to changes in market interest rates
than bonds which pay interest currently. In addition, stripped securities were
only recently developed, and therefore established trading markets have not yet
been fully developed.
32
<PAGE> 168
(NOTES)
<PAGE> 169
(NOTES)
<PAGE> 170
(NOTES)
<PAGE> 171
JOHN HANCOCK
JOHN HANCOCK ADJUSTABLE ADJUSTABLE
U.S. GOVERNMENT TRUST U.S. GOVERNMENT
TRUST
INVESTMENT ADVISER
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts
02199-7603
PRINCIPAL DISTRIBUTOR CLASS A AND CLASS B SHARES
John Hancock Funds, Inc. PROSPECTUS
101 Huntington Avenue MAY 15, 1995
Boston, Massachusetts
02199-7603
CUSTODIAN
Investors Bank & Trust Company A MUTUAL FUND SEEKING TO
24 Federal Street EARN A HIGH LEVEL OF CURRENT
Boston, Massachusetts 02110 INCOME CONSISTENT WITH LOW
VOLATILITY OF PRINCIPAL.
TRANSFER AGENT
John Hancock Investor Services
Corporation
P.0. Box 9116
Boston, Massachusetts
02205-9116
INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
HOW TO OBTAIN INFORMATION
ABOUT THE FUND
AND THE PORTFOLIO
For Service Information 101 HUNTINGTON AVENUE
For Telephone Exchange call 1-800-225-5291 BOSTON, MASSACHUSETTS 02199-7603
For Investment-by-Phone TELEPHONE 1-800-225-5291
For Telephone Redemption
For TDD call 1-800-554-6713
T320P 5/95 [RECYCLE LOGO] Printed on Recycled Paper
<PAGE> 172
ADJUSTABLE U.S. GOVERNMENT FUND
PROSPECTUS
MAY 15, 1995
________________________________________________________________
TABLE OF CONTENTS
Page
Expense Information....................................... 1
The Fund's Financial Highlights........................... 3
Investment Objective and Policies......................... 5
Organization and Management of the Fund................... 7
The Fund's Expenses....................................... 8
Dividends and Taxes....................................... 8
Performance............................................... 10
How to Buy Shares......................................... 10
Share Price............................................... 13
How to Redeem Shares...................................... 13
Additional Information.................................... 16
Investments, Techniques and Risk Factors.................. 16
This Prospectus sets forth the information about Adjustable
U.S. Government Fund (the "Fund"), a diversified series of John
Hancock Bond Fund (the "Trust"), that you should know before
investing. Please read and retain it for future reference.
Additional information about the Fund and the Trust has been
filed with the Securities and Exchange Commission (the "SEC").
You can obtain a copy of the Fund's Statement of Additional
Information, dated May 15, 1995 and incorporated by reference into
this Prospectus, free of charge by writing or telephoning: John
Hancock Investor Services Corporation, P.O. Box 9116, Boston,
Massachusetts 02205-9116, 1-800-225-5291 (1-800-554-6713 TDD).
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 173
EXPENSE INFORMATION
The purpose of the following information is to help you to
understand the various fees and expenses you will bear, directly
or indirectly, when you purchase Fund shares. The operating
expenses included in the table and hypothetical example below are
based on fees and expenses for the Fund's fiscal year ended
March 31, 1994 adjusted to reflect current fees and expenses.
Actual fees and expenses in the future may be greater or less than
those indicated.
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchase
(as a percentage of offering price)................ None
Maximum sales charge imposed on
reinvested dividends............................... None
Maximum deferred sales charge........................ None
Redemption fee+...................................... None
Exchange fee......................................... None
ANNUAL FUND OPERATING EXPENSES
(As a percentage of average
net assets)
Management fees
(net of limitation)................................ 0.31%
12b-1 fee............................................ None
Other expenses*...................................... 0.19%
----
Total Fund Operating Expenses (net
of limitation)**................................... 0.50%
<FN> ====
________________
* Other Expenses include transfer agent, legal, audit, custody
and other expenses.
** Total Fund operating expenses in the table reflect voluntary
and temporary limitations by the Fund's investment adviser
until December 31, 1996. Without such limitations the
Management Fee and Total Fund Operating Expenses of Fund
shares would have been estimated as 0.40% and 0.69%,
respectively.
+ Redemption by wire fee (currently $4.00) not included.
</TABLE>
<PAGE> 174
<TABLE>
<CAPTION>
EXAMPLE: 1 3 5 10
YEAR YEARS YEARS YEARS
---- ----- ----- -----
<S> <C> <C> <C> <C>
You would pay the following expenses for
the indicated period of years on a
hypothetical $1,000 investment,
assuming 5% annual return.............. $5 $16 $28 $63
</TABLE>
(This example should not be considered a representation of past or
future expenses. Actual expenses may be greater or lesser than
those shown.)
The management fees referred to above are more fully
explained in this Prospectus under the caption "The Fund's
Expenses" and in the Statement of Additional Information under the
captions "Investment Advisory and Other Services" and "Purchase of
Shares."
-2-
<PAGE> 175
THE FUND'S FINANCIAL HIGHLIGHTS
The information in the following table of financial
highlights for the periods ended March 31, 1994, and prior, has
been audited by Ernst & Young LLP, the Fund's independent
auditors, whose unqualified report is included in the Fund's 1994
Annual Report and is included in the Statement of Additional
Information. The financial highlights for the six-month period
ended September 30, 1994 are unaudited. Further information about
the performance of the shares of the Fund is contained in the
Fund's Annual and Semi-Annual Reports to shareholders which may be
obtained free of charge by writing or telephoning John Hancock
Investor Services Corporation ("Investor Services"), at the
address or telephone number listed on the front page of this
Prospectus.
<TABLE>
Selected data for shares of the Fund outstanding during the
periods indicated is as follows.
<CAPTION>
Period
Ended Year Year Period
September 30, Ended Ended Ended
1994 March 31, March 31, March 31,
(unaudited) 1994 1993 1992(1)
----------- --------- --------- --------
<S> <C> <C> <C> <C>
Net asset value,
beginning of period $9.89 $10.05 $10.03 $10.00
INCOME FROM INVESTMENT
OPERATIONS
Net investment income 0.21 0.43 0.58 0.17
Net realized and unrealized
gain (loss) on investments (0.16) (0.15) 0.02 0.03
Total from Investment
Operations 0.05 0.28 0.60 0.20
LESS DISTRIBUTIONS
Dividends from net
investment income (0.21) (0.44) (0.58) (0.17)
----- ------ ------ ------
Net asset value,
end of period $9.73 $ 9.89 $10.05 $10.03
Total Return 0.52% 2.77% 6.08% 1.96%
----- ------ ------ ------
</TABLE>
-3-
<PAGE> 176
<TABLE>
<CAPTION>
Period
Ended Year Year Period
September 30, Ended Ended Ended
1994 March 31, March 31, March 31,
(unaudited) 1994 1993 1992(1)
---------- -------- --------- --------
<S> <C> <C> <C> <C>
RATIOS AND
SUPPLEMENTAL DATA
Ratio of expenses to
average net assets 0.59% 0.59% 0.62% 0.85%
Ratio of expense
reimbursement to
average net assets (0.22)% (0.09)% (0.12)% (0.35)%
------- ------- ------- -------
Ratio of net expenses
to average net assets 0.37% 0.50% 0.50% 0.50%
------ ------ ------ ------
Ratio of net
investment income
to average net assets 2.10% 4.29% 5.53% 6.85%(2)
Portfolio turnover 167% 244% 186% 1%
Net Assets, end of period
(in thousands) $17,430 $35,821 $46,874 $15,348
<FN>
_________________________________
(1) Financial highlights are for the period from December 31,
1991 (date of Fund's initial offering of shares to the
public) to March 31, 1992, and have been annualized (with the
exception of total return).
(2) The ratio of net investment income to average net assets is
computed based on paid shares since only paid shares are
entitled to receive dividends from net investment income.
</TABLE>
-4-
<PAGE> 177
INVESTMENT OBJECTIVE AND POLICIES
THE FUND SEEKS TO EARN A HIGH LEVEL OF CURRENT INCOME,
CONSISTENT WITH LOW VOLATILITY OF PRINCIPAL.
The investment objective of the Fund is to earn a high level
of current income, consistent with low volatility of principal.
The Fund seeks to achieve its investment objective by investing
substantially all of its assets in U.S. Government securities,
i.e., securities which are issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
Under normal circumstances, at least 65% of the Fund's assets
will be invested in adjustable rate mortgage securities ("ARMs")
and pass-through securities representing interests in loan pools
and having periodic interest rate resets, which in each case must
be U.S. Government securities (collectively, "Government Agency
Adjustable Rate Securities"). The Fund expects that it will be
fully invested in Government Agency Adjustable Rate Securities and
in other U.S. Government securities which pay interest at fixed
rates and, as more fully described below, in highly rated (i.e.,
AAA) debt securities which pay interest at fixed or adjustable
rates.
The Fund will seek to achieve its objective by normally
investing at least 65% of its total assets in Government Agency
Adjustable Rate Securities. Adjustable rate securities, which
consist primarily of mortgage-backed securities ("ARMs"), bear
interest at rates that adjust or "reset" at periodic intervals in
conjunction with changes in market levels of interest. Mortgage-
backed securities are securities that directly or indirectly
represent a participation in, or are secured by and payable from a
pool of mortgage loans secured by real property. Many mortgage-
backed securities derive their value from an underlying investment
structure and accordingly are known as "derivatives." Derivatives
(such as stripped mortgage-backed securities) involve certain
risks including higher price volatility and the possible lack of a
readily available market. The primary issuers or guarantors of
these securities currently are the Government National Mortgage
Association ("Ginnie Mae"), the Federal National Mortgage
Association ("Fannie Mae") and the Federal Home Loan Mortgage
Corporation ("Freddie Mac"). The Fund will limit its investment
in stripped mortgage-backed securities to 10% of its total assets.
While the Fund is permitted to invest up to 100% of its assets in
other derivative securities, it does not expect to invest
substantially in derivative securities. See "Investments,
Techniques and Risk Factors" for a further description of
mortgage-backed securities and the risks associated with
derivatives.
-5-
<PAGE> 178
Under normal circumstances, the Fund invests at least 80% of
its total assets in U.S. Government securities bearing interest at
fixed or adjustable rates, including collateralized mortgage
obligations issued and guaranteed by a U.S. Government agency
("Government CMOs") and U.S. Treasury securities originally issued
in the form of a face-amount only security paying no interest
("U.S. Government zero coupon securities"), and repurchase
agreements and forward commitments with respect to such
securities. The balance of the Fund's assets may be invested in:
(i) privately issued collateralized mortgage obligations ("private
CMOs") bearing interest at adjustable rates or fixed rates;
(ii) privately issued mortgage-backed securities (bearing interest
at adjustable rates or fixed rates) which are, at the time of
purchase, rated AAA by Standard & Poor's Ratings Group
("Standard & Poor's"), Aaa by Moody's Investors Service, Inc.
("Moody's"), AAA by Fitch Investors, Inc. ("Fitch") and (iii) U.S.
Government zero coupon securities created by the separation of the
interest and principal components of a previously issued interest
paying security.
The foregoing policies and practices may involve risks not
assumed by more conservative investment companies such as money
market funds and are further described in this Prospectus under
the caption "Investments, Techniques and Risk Factors." Other
types of mortgage-backed securities will likely be developed in
the future and the Fund may invest in them if the Adviser
determines they are consistent with the Fund's investment
objectives and policies.
When determined to be appropriate because of market
conditions or liquidity requirements, the Fund may, as a defensive
measure or for temporary purposes, invest without limit in high
quality short-term securities (e.g., U.S. Government money market
securities rated in the highest category by a nationally
recognized statistical rating organization).
Because the interest rate on ARMs and other adjustable rate
securities generally moves in the same direction as market
interest, the market value of these securities tends to be more
stable than that of long-term fixed rate securities. The Fund
seeks to reduce volatility of principal and enhance consistency of
its net asset value by structuring its investments so that at
least 90% of its total assets in adjustable rate securities and in
fixed rate debt securities will at the time of purchase have a
final maturity or average life of less than 5 years. The Fund
believes that by maintaining a short to an intermediate duration,
it is likely that it will obtain current income in excess of that
of a portfolio of shorter-term or money market securities but with
less volatility in market value (and, consequently, the Fund's net
asset value) than long-term fixed rate mortgage-backed securities.
-6-
<PAGE> 179
Duration, a statistic that is expressed in time periods such as
years, is a measure of the exposure of the Fund to changes in
interest rates. The Fund does not maintain a constant net asset
value.
THE FUND FOLLOWS CERTAIN POLICIES WHICH MAY HELP TO REDUCE
INVESTMENT RISK.
The Fund has adopted certain investment restrictions which
are enumerated in detail in the Statement of Additional
Information where they are classified as fundamental or non-
fundamental. The Fund's investment objective and the fundamental
policies set forth in the Statement of Additional Information may
not be changed without the approval of the Fund's shareholders.
The Fund's nonfundamental policies and restrictions, however, may
be changed by a vote of the Trustees without shareholder approval,
upon 30 days' prior notice to shareholders. There can be no
assurance that the Fund will achieve its investment objective.
ORGANIZATION AND MANAGEMENT OF THE FUND
THE TRUSTEES ELECT OFFICERS AND RETAIN THE FUND'S INVESTMENT
ADVISER WHO IS RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS OF THE
FUND SUBJECT TO THE TRUSTEES' POLICIES AND SUPERVISION.
The Fund is organized as a separate, diversified portfolio of
the Trust, an open-end management investment company organized as
a Massachusetts business trust in 1984. The Trust reserves the
right to create and issue a number of series of shares, or funds
or classes thereof, which are separately managed and have
different investment objectives. The Trust is not required to and
does not intend to hold annual meetings of shareholders, although
special meetings may be held for such purposes as electing or
removing Trustees, changing fundamental policies or approving a
management contract. The Trust, under certain circumstances, will
assist in shareholder communications with other shareholders.
JOHN HANCOCK ADVISERS, INC. ADVISES INVESTMENT COMPANIES
HAVING AN AGGREGATE NET ASSET VALUE OF MORE THAN $13 BILLION.
John Hancock Advisers, Inc. (the "Adviser") was organized in
1968 and is a wholly-owned indirect subsidiary of the John Hancock
Mutual Life Insurance Company, Inc. (the "Life Company"), a
financial services company. The Adviser provides the Fund, and
other investment companies in the John Hancock group of funds,
with investment research and portfolio management services. John
Hancock Funds, Inc. ("John Hancock Funds") distributes shares for
-7-
<PAGE> 180
all of the John Hancock mutual funds through brokers which have
arrangements with John Hancock Funds. Certain Trust officers are
also officers of the Adviser and John Hancock Funds.
All investment decisions are made by a committee and no
single person is primarily responsible for making recommendations
to the committee.
In order to avoid any conflict with portfolio trades for the
Fund, the Adviser and the Fund have adopted extensive restrictions
on personal securities trading by personnel of the Adviser and its
affiliates. Some of these restrictions are: preclearance for all
personal trades and a ban on the purchase of initial public
offerings, as well as contributions to specified charities of
profits on securities held for less than 91 days. These
restrictions are a continuation of the basic principle that the
interests of the Fund and its shareholders come first.
THE FUND'S EXPENSES
For managing its investment affairs, the Fund pays a monthly
fee to the Adviser equal to 0.40% of the Fund's average daily net
assets.
During the Fund's fiscal year ended March 31, 1994, the
advisory fee paid by the Fund was equal to 0.31% of the Fund's
average daily net assets, reflecting the agreement by the Fund's
previous investment adviser to reduce operating expenses and not
to impose a portion of its management fee during that year. The
Adviser has voluntarily and temporarily agreed to continue to
limit the Fund's aggregate operating expenses until December 31,
1996 and not to impose its management fee to the extent necessary
to limit the total of the Fund's management fees and the aggregate
operating expenses of the Fund to 0.50% of the Fund's average net
assets.
DIVIDENDS AND TAXES
THE FUND GENERALLY DECLARES DIVIDENDS DAILY AND DISTRIBUTES
THEM MONTHLY.
DIVIDENDS. The Fund generally declares daily and distributes
monthly dividends representing all or substantially all of its net
investment income. The Fund will distribute net realized
long-term and short-term capital gains, if any, at least annually.
-8-
<PAGE> 181
Dividends are reinvested in additional Fund shares unless you
elect the option to receive them in cash. If you elect the cash
option and the U.S. Postal Service cannot deliver your checks,
your election will be converted to the reinvestment option.
TAXATION. Dividends from the Fund's net investment income
and net short-term capital gains are taxable to you as ordinary
income and dividends from the Fund's net long-term capital gains
are taxable as long-term capital gain. These dividends are
taxable whether you take them in cash or reinvest in additional
shares. Certain dividends may be paid in January of a given year
but may be taxable as if you received them the previous December.
The Fund has qualified and intends to continue to qualify as
a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). As a regulated
investment company, the Fund will not be subject to Federal income
tax on any net investment income or net realized capital gains
that are distributed to its shareholders within the time period
prescribed by the Code.
When you redeem (sell) or exchange shares, you may realize a
taxable gain or loss.
On the account application, you must certify that the social
security or other taxpayer identification number you provide is
your correct number and that you are not subject to backup
withholding of Federal income tax. If you do not provide this
information or are otherwise subject to this withholding, the Fund
may be required to withhold 31% of your dividends and the proceeds
of redemptions or exchanges.
In addition to Federal taxes, you may be subject to state,
local or foreign taxes with respect to your investment in and
distributions from the Fund. Non-U.S. shareholders and tax-exempt
shareholders are subject to different tax treatment not described
above. A state income (and possibly local income and/or
intangible property) tax exemption is generally available to the
extent the Fund's distributions are derived from interest on (or,
in the case of intangibles taxes, the value of its assets is
attributable to) certain U.S. Government obligations, provided in
some states that certain thresholds for holdings of such
obligations and/or reporting requirements are satisfied. You
should consult your tax adviser for specific advice.
-9-
<PAGE> 182
PERFORMANCE
THE FUND MAY ADVERTISE ITS YIELD AND TOTAL RETURN.
Yield reflects the Fund's rate of income on portfolio
investments as a percentage of its share price. Yield is computed
by annualizing the result of dividing the net investment income
per share over a 30 day period by the maximum offering price per
share on the last day of that period. Yield is also calculated
according to accounting methods that are standardized for all
stock and bond funds. Because yield accounting methods differ
from the methods used for other accounting purposes, the Fund's
yield may not equal the income paid on shares or the income
reported in the Fund's financial statements.
The Fund's total return shows the overall dollar or
percentage change in value of a hypothetical investment in the
Fund, assuming the reinvestment of all dividends. Cumulative
total return shows the Fund's performance over a period of time.
Average annual total return shows the cumulative return divided
over the number of years included in the period. Because average
annual total return tends to smooth out variations in the Fund's
performance, you should recognize that it is not the same as
actual year-to-year results.
The value of Fund shares, when redeemed, may be more or less
than their original cost. Both yield and total return are
historical calculations and are not an indication of future
performance.
HOW TO BUY SHARES
+---------------------------------------------------------------+
| OPENING AN ACCOUNT |
| |
| The minimum initial investment is $10,000,000. |
| Complete the Account Application attached to this Prospectus. |
| |
+---------------------------------------------------------------+
| |
| BY CHECK |
| |
| 1. Make your check payable to John Hancock Investor |
| Services Corporation ("Investor Services"), |
| P.O. Box 9115, Boston, MA, 02205-9115. |
| |
| 2. Deliver the completed application and check to your |
| registered representative or a broker with an |
| agreement with John Hancock Funds ("Selling Broker")|
| or mail it directly to Investor Services. |
| |
+---------------------------------------------------------------+
-10-
<PAGE> 183
+---------------------------------------------------------------+
| |
| BY WIRE |
| |
| 1. Obtain an account number by contacting your |
| registered representative or Selling Broker, |
| or by calling 1-800-225-5291. |
| |
| 2. Instruct your bank to wire funds to: |
| |
| First Signature Bank & Trust |
| John Hancock Deposit Account No. 900000260 |
| ABA Routing No. 211475000 |
| For credit to: Adjustable U.S. Government Fund|
| Your Account Number |
| Name(s) under which account is registered |
| |
| 3. Deliver the completed application to your registered|
| representative or Selling Broker or mail it |
| directly to Investor Services. |
+---------------------------------------------------------------+
| BUYING ADDITIONAL SHARES |
| |
| MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP) |
| |
| 1. Complete the "Automatic Investing" and "Bank |
| Information" sections on the Account Privileges |
| Application designating a bank account from which |
| funds may be drawn. |
| |
| 2. The amount you elect to invest will be automatically|
| withdrawn from your bank or credit union account. |
+---------------------------------------------------------------+
| BY TELEPHONE |
| |
| 1. Complete the "Invest-By-Phone" and "Bank |
| Information" sections on the Account Privileges |
| Application designating a bank account from which |
| your funds may be drawn. Note that in order to |
| invest by|phone, your account must be in a bank |
| or credit union that is a member of the Automated |
| Clearing House system (ACH). |
| |
| 2. After your authorization form has been processed, |
| you may purchase additional shares by calling |
| Investor Services toll-free 1-800-225-5291. |
| |
| 3. Give the Investor Services representative the |
| name(s) in which your account is registered, the |
| Fund name, your account number, and the amount you |
| wish to invest. |
| |
| 4. Your investment normally will be credited to your |
| account the business day following your phone |
| request. |
| |
+---------------------------------------------------------------+
-11-
<PAGE> 184
+---------------------------------------------------------------+
| BY CHECK |
| |
| 1. Either complete the detachable stub included on your|
| account statement or include a note with your |
| investment listing the name of the Fund, your |
| account number and the name(s) in which the account |
| is registered. |
| |
| 2. Make your check payable to John Hancock Investor |
| Services Corporation. |
| |
| 3. Mail the account information and check to: |
| |
| John Hancock Investor Services Corporation |
| P.O. Box 9115 |
| Boston, MA 02205-9115 |
| |
| or deliver it to your registered representative or |
| Selling Broker. |
+---------------------------------------------------------------+
| BY WIRE |
| |
| Instruct your bank to wire funds to: |
| |
| First Signature Bank & Trust |
| John Hancock Deposit Account No. 900000260 |
| ABA Routing No. 211475000 |
| For credit to: Adjustable U.S. Government Fund|
| Your Account Number |
| Name(s) under which account is registered |
+---------------------------------------------------------------+
| Other Requirements: All purchases must be made in U.S. |
| dollars. Checks written on foreign banks will delay purchases|
| until U.S. funds are received, and a collection charge may be |
| imposed. Shares of the Fund are priced at the offering price |
| based on the net asset value computed after Investor Services |
| receives notification of the dollar equivalent from the |
| Fund's custodian bank. Wire purchases normally take two or |
| more hours to complete and, to be accepted the same day, |
| must be received by 4:00 P.M., New York time. Your bank may |
| charge a fee to wire funds. Telephone transactions are |
| recorded to verify information. Certificates are not issued |
| unless a request is made in writing to Investor Services. |
+---------------------------------------------------------------+
YOU WILL RECEIVE ACCOUNT STATEMENTS THAT YOU SHOULD KEEP TO
HELP WITH YOUR PERSONAL RECORDKEEPING.
You will receive a statement of your account after any
transaction that affects your share balance or registration
(statements related to reinvestment of dividends and automatic
investment/withdrawal plans will be sent to you quarterly). A tax
information statement will be mailed to you by January 31 of each
year.
-12-
<PAGE> 185
SHARE PRICE
The net asset value per share ("NAV") is the value of one
share. The NAV is calculated by dividing the net assets of the
Fund by the number of outstanding shares of the Fund. Securities
in the Fund's portfolio are valued on the basis of market
quotations, valuations provided by independent pricing services or
at fair value as determined in good faith according to procedures
approved by the Trustees. Short-term debt investments maturing
within 60 days are valued at amortized cost, which the Board has
determined approximates market value. The NAV of the Fund is
calculated once daily as of the close of regular trading on the
New York Stock Exchange (generally at 4:00 P.M., New York time) on
each day that the Exchange is open.
Shares of the Fund are sold at the offering price based on
the NAV computed after your investment request is received in good
order by John Hancock Funds. If you buy shares of the Fund
through a Selling Broker, the Selling Broker must receive your
investment before the close of regular trading on the New York
Stock Exchange and transmit it to John Hancock Funds before its
close of business to receive that day's offering price.
HOW TO REDEEM SHARES
TO ASSURE ACCEPTANCE OF YOUR REDEMPTION REQUEST, PLEASE
FOLLOW THESE PROCEDURES.
You may redeem all or a portion of your shares on any
business day. Your shares will be redeemed at the next NAV
calculated after your redemption request is received in good order
by Investor Services. The Fund may hold payment until it is
reasonably satisfied that investments recently made by check or
Invest-by-Phone have been collected (which may take up to 10
calendar days).
Once your shares are redeemed, the Fund generally sends you
payment on the next business day. When you redeem your shares,
you may realize a taxable gain or loss depending usually on the
difference between what you paid for them and what you receive for
them, subject to certain tax rules. Under unusual circumstances,
the Fund may suspend redemptions or postpone payment for up to
seven days or longer, as permitted by Federal securities laws.
-13-
<PAGE> 186
+---------------------------------------------------------------+
| BY TELEPHONE |
| |
| All Fund shareholders are automatically eligible for the |
| telephone redemption privilege. Call 1-800-225-5291, from |
| 8:00 A.M. to 4:00 P.M. (New York time), Monday through Friday,|
| excluding days on which the Exchange is closed. Investor |
| Services employs the following procedures to confirm that |
| instructions received|by telephone are genuine. Your name, the|
| account number, taxpayer identification number applicable to |
| the account and other relevant information may be requested. |
| In addition, telephone instructions are recorded |
| |
| You may redeem up to $100,000 by telephone, but the |
| address on the account must not have changed for the last |
| thirty days. A check will be mailed to the exact name(s) and |
| address shown on the account. |
+---------------------------------------------------------------+
| If reasonable procedures, such as those described above, |
| are not followed, the Fund may be liable for any loss due to |
| unauthorized or fraudulent telephone instructions. In |
| all other cases, neither the Fund nor Investor Services will |
| be liable for any loss or expense for acting upon telephone |
| instructions made in accordance with the telephone |
| transaction procedures mentioned above. |
| |
| Telephone redemption is not available for IRAs or other |
| tax-qualified retirement plans or shares of the Fund that |
| are in certificated form. |
| |
| During periods of extreme economic conditions or market |
| changes, telephone requests may be difficult to implement due |
| to a large volume of calls. |During these times, you |
| should consider placing redemption requests in writing or use |
| EASI-Line. EASI-Line's telephone number is 1-800-338-8080. |
| |
+---------------------------------------------------------------+
| BY WIRE |
| |
| If you have a telephone redemption form on file with the |
| Fund, redemption proceeds of $1,000 or more can be wired |
| on the next business day to your designated bank account, |
| and a fee (currently $4.00) will be deducted. You may also |
| use electronic funds transfer to your assigned bank account, |
| and the funds are usually collectible after two business |
| days. Your bank may or may not charge a fee for this service.|
| Redemptions of less than $1,000 will be sent by check or |
| electronic funds transfer. |
| |
| This feature may be elected by completing the "Telephone |
| Redemption" section on the Account Privileges Application |
| included with this Prospectus. |
+---------------------------------------------------------------+
| IN WRITING |
| |
| Send a stock power or "letter of instruction" specifying |
| the name of the Fund, the dollar amount or the number of |
| shares to be redeemed, your name, your account number and |
| the additional requirements listed below that apply to your |
| particular account. |
+---------------------------------------------------------------+
-14-
<PAGE> 187
+---------------------------------------------------------------+
| TYPE OF REGISTRATION REQUIREMENTS |
| -------------------- ------------ |
| Individual, Joint Tenants, A letter of instruction signed |
| Sole Proprietorship, (with titles where applicable) |
| Custodial (Uniform by all persons authorized to |
| Gifts or Transfer to sign for the account, exactly |
| Minors Act), General as it is registered with the |
| Partners signature(s) guaranteed. |
| |
| Corporation, Association A letter of instruction and a |
| corporate resolution, signed by |
| person(s) authorized to act on |
| the account with the signature(s) |
| guaranteed. |
| |
| Trusts A letter of instruction signed by |
| the Trustee(s) with the |
| signature(s) guaranteed. (If the |
| Trustee's name is not registered |
| on your account, also provide a |
| copy of the trust document, |
| certified within the last 60 days.)|
+---------------------------------------------------------------+
| If you do not fall into any of these registration |
| categories, please call 1-800-225-5291 for further |
| instructions. |
| |
+---------------------------------------------------------------+
| |
| WHO MAY GUARANTEE YOUR SIGNATURE. |
| |
| A signature guarantee is a widely accepted way to protect|
| you and the Fund by verifying the signature on your request. |
| It may not be provided by a notary public. If |
| the net asset value of the shares redeemed is $100,000 or |
| less, John Hancock Funds may guarantee the signature. The |
| following institutions may provide you with a signature |
| guarantee, provided that the institution meets credit |
| standards established by Investor Services: (i) a bank; (ii) |
| a securities broker or dealer, including a government or |
| municipal securities broker or dealer, that is a member of a |
| clearing corporation or meets certain net capital |
| requirements; (iii) a credit union having authority to issue |
| signature guarantees; (iv) a savings and loan association, a |
| building and loan association, a cooperative bank, a federal |
| savings bank or association; or (v) a national securities |
| exchange, a registered securities exchange or a clearing |
| agency. |
| |
| ADDITIONAL INFORMATION ABOUT REDEMPTIONS. |
| |
| THROUGH YOUR BROKER. Your broker may be able to initiate|
| the redemption. Contact your broker for instructions. |
| |
| |
| If you have certificates for your shares, you must submit|
| them with your stock power or a letter of instructions. |
| You may not redeem certificated shares by telephone. |
| |
| Due to the proportionately high cost of maintaining small|
| accounts, the Fund reserves the right to redeem at net asset |
| value all shares in an account which holds less than $100 |
| (except accounts under retirement plans) and to mail the |
| proceeds to the shareholder, or the transfer agent may impose |
| an annual fee of $10.00. No account will be involuntarily |
| redeemed or additional fee imposed, if the value of the |
| account is in excess of the Fund's minimum initial investment |
| or if the value of the account falls below the |
| required minimum as a result of market action. |
-15-
<PAGE> 188
| |
| Shareholders will be notified before these redemptions |
| are to be made or this fee is imposed and will have 60 days to |
| purchase additional shares to|bring their account balance |
| up to the required minimum. Unless the number of shares |
| acquired by further purchases and dividend reinvestments, if |
| any, exceeds the number of shares redeemed, repeated redemptions |
| from a smaller account may eventually trigger this policy. |
+------------------------------------------------------------------+
ADDITIONAL INFORMATION
As of the date of this Prospectus, John Hancock Adjustable
U.S. Government Trust ("Government Trust") owned 100% of the
Fund's shares. As sole shareholder of the Fund, Government Trust
has voting control over certain matters affecting the Fund as
provided under the Investment Company Act of 1940. In addition,
since each of the Fund and Government Trust is a series of the
Trust, the Trustees may be called upon from time to time to
resolve possible conflicts between the Fund and the Government
Trust. Accordingly, the Trustees have formed two committees, the
"Fund Committee" and the "Government Trust Committee," each of
whose respective members are comprised entirely of independent
trustees who do not serve on the other Committee. The
responsibilities of the Committees are to monitor and protect the
interests of the Fund and Government Trust, respectively. In
acting on matters on behalf of the Fund (or on behalf of
Government Trust), the Trustees shall act as recommended by the
Fund Committee (or the Government Trust Committee), as the case
may be.
INVESTMENTS, TECHNIQUES AND RISK FACTORS
ADJUSTABLE RATE SECURITIES. Adjustable rate securities
purchased by the Fund consist principally of mortgage-backed
("pass-through") securities. A mortgage-backed pass-through
security is formed when mortgages are pooled together and
undivided interests in the pool or pools are sold. The cash flow
from the mortgages is passed through to the holders of the
securities in the form of periodic payments of interest and
principal and unscheduled early payments of principal (i.e.,
"prepayments"). See "Risks Relating to the Fund's Investments"
below. Types of mortgage-backed securities include Ginnie Mae,
Fannie Mae and Freddie Mac pass-through securities. Although
these mortgage-backed securities are guaranteed or issued by U.S.
Government agencies or instrumentalities, Fannie Mae and Freddie
Mac securities are not backed by the "full faith and credit" of
the U.S. Government. In such cases, the Fund must look
principally to the agency issuing or guaranteeing the security for
ultimate payment. Other types of adjustable rate securities (as
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described below) include: (1) privately issued mortgage-backed
securities constituting ARMs which are backed by a pool of
conventional adjustable rate mortgage loans; (2) asset-backed
securities which are primarily loan pool securities that are
issued and guaranteed by a U.S. Government agency, such as the
Small Business Administration; and (3) CMOs and multi-class pass-
through securities issued or guaranteed by the U.S. Government,
its agencies or instrumentalities. Other types of mortgage-backed
securities will likely be developed in the future and the Fund may
invest in them if the Adviser determines they are consistent with
the Fund's investment objective and policies. For further
descriptions of both mortgage-backed and U.S. Government asset-
backed securities, see below.
INDICES. The interest rates paid on the adjustable rate
securities in which the Fund invests generally are readjusted
periodically to an increment over some predetermined interest rate
index. Such readjustments occur at intervals ranging from one to
60 months. The Fund will invest at least 65% of its total assets
in Government Agency Adjustable Rate Securities and other
adjustable rate securities which in the aggregate have an average
dollar weighted time to next interest rate reset of one year or
less. There are three main categories of indices: (1) those
based on U.S. Treasury securities; (2) those derived from a
calculated measure such as a cost of funds index or a moving
average of mortgage rates; and (3) those based on actively traded
or prominently posted short-term interest rates. Commonly
utilized indices include the one-year constant maturity U.S.
Treasury rates, the three-month U.S. Treasury bill rate, the 180-
day U.S. Treasury bill rate, rates on long-term U.S. Treasury
securities, the 11th District Federal Home Loan Bank Costs of
Funds, the National Meridian Cost of Funds, the one-month, three-
month, six-month or one-year London Interbank Offered Rate
(LIBOR), the prime rate of a specified bank, or commercial paper
rates. Some indices, such as the one-year constant maturity U.S.
Treasury rate, closely mirror changes in market interest rate
levels. Others, such as the 11th District Federal Home Loan Bank
Costs of Funds Index, tend to lag behind changes in market rate
levels and tend to be somewhat less volatile. The degree of
volatility in the market value of the Fund's assets and of the net
asset value of the Fund's shares will be a function primarily of
the length of the adjustment period and the degree of volatility
in the applicable indices. It will also be a function of the
maximum increase or decrease of the interest rate adjustment on
any one adjustment date, in any one year and over the life of the
securities. These maximum increases and decreases are typically
referred to as "caps" and "floors," respectively.
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CHARACTERISTICS OF ADJUSTABLE RATE SECURITIES. As the
interest rates on the mortgages or financial assets underlying the
Fund's investments are reset periodically, yields of portfolio
securities will gradually align themselves to reflect changes in
market rates and should cause the net asset value of the Fund to
fluctuate less dramatically than it would if the Fund invested in
more traditional long-term, fixed-rate debt securities. In
periods of substantial short-term volatility in short-term
interest rates, the value of the portfolio may fluctuate more
substantially since the caps and floors of the adjustable rate
securities in the Fund may not permit the interest rate to adjust
to the full extent of the movements in short-term rates during any
one adjustment period. Accordingly, investors could experience
some principal loss or less gain than might otherwise be achieved
if they redeem their shares of the Fund before the interest rates
on the mortgages underlying the Fund's Government ARM securities
are adjusted to reflect prevailing market interest rates. In the
event of dramatic increases in interest rates, the lifetime caps
on adjustable rate securities may prevent such securities from
adjusting to prevailing rates over the term of the loan. In this
circumstance, the market value of the adjustable rate securities
held by the Fund may be substantially reduced with a corresponding
decline in the Fund's net asset value.
ARM SECURITIES. Generally, ARMs have a specified maturity
date and amortize principal over their life. ARMs typically
provide for a fixed initial interest rate for either the first 3,
6, 12, 13, 36 or 60 scheduled monthly payments. Thereafter, the
rate of amortization of principal, as well as interest payments on
the remaining principal amount of the ARM, changes in accordance
with movements in a specified index. The amount of interest due
to an ARM security holder is calculated by adding a specified
additional amount, the "margin," to the index, subject to
limitations or "caps" on the maximum and minimum interest that is
charged to the mortgagor during the life of the mortgage or to
maximum and minimum changes to that interest rate during a given
period. Some residential mortgage loans restrict periodic
adjustments by limiting changes in the borrower's monthly
principal and interest payments rather than limiting interest rate
changes. These payment caps may result in negative amortization.
PRIVATELY ISSUED COLLATERALIZED MORTGAGE OBLIGATIONS
("PRIVATE CMOS"). Private CMOs are debt obligations
collateralized by whole mortgage loans or pass-through mortgage-
backed securities issued or guaranteed by U.S. Government agencies
or issued by private issuers (see discussion of "Privately Issued
Mortgage-backed Securities" below). The issuer of a series of
private CMOs may elect to be treated as a Real Estate Mortgage
Investment Conduit ("REMIC"). Multi-class pass-through securities
are equity interests in a trust composed of mortgage loan or other
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<PAGE> 191
mortgage-backed securities. Payments of principal and interest on
underlying collateral provides the funds to pay debt service on
the CMO or to make scheduled distributions on the multi-class
pass-through security. The term CMO as used in this Prospectus
also includes multi-class pass-through securities. The Fund does
not invest in multi-class mortgage securities which are
subordinated to other mortgage securities arising out of the same
pool of mortgages (e.g., "residual" interests). The Fund will
limit investments in privately issued CMOs and REMICs which are
collateralized by privately issued mortgage-backed securities or
whole loans of private issuers to 5% of its net assets. The Fund
will invest in private CMOs and REMICs only if they are rated in
the highest categories by a nationally recognized statistical
rating organization (i.e., AAA by Standard & Poor's or Aaa by
Moody's).
Privately issued mortgage-backed securities are structured
similarly to, and in most cases represent interests in, Ginnie
Mae, Fannie Mae and Freddie Mac mortgage-backed securities and are
issued by originators of and investors in mortgage loans,
including savings and loan associations, mortgage bankers,
commercial banks, investment banks and special purpose
subsidiaries of the foregoing. The Fund will (together with
privately issued CMOs and REMICs as described above) limit
investment in privately issued mortgage-backed securities which do
not represent interests in Ginnie Mae or Freddie Mac mortgage
certificates to no more than 5% of its net assets.
U.S. GOVERNMENT ZERO COUPON SECURITIES. U.S. Government zero
coupon securities are created by the separation of the interest
and principal components of a previously issued interest paying
security. Investment banks may also strip U.S. Treasury
securities and sell them under proprietary names. Since such
securities may not be as liquid as those which are direct
obligations of the U.S. Government, the Fund will not invest more
than 10% of its total assets in privately created zero coupon U.S.
Treasuries and will include such securities in its limitations
with respect to illiquid securities.
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES ISSUED BY U.S.
GOVERNMENT AGENCIES AND INSTRUMENTALITIES. The mortgage-backed
securities purchased by the Fund include not only adjustable rate
mortgages but also conventional 30-year fixed rate mortgages,
graduated payment mortgages and 15-year mortgages. All of these
mortgages can be used to create pass-through securities.
Certificates of the Government National Mortgage Association
(Ginnie Mae Certificates) are mortgage-backed securities which
evidence an undivided interest in a pool of mortgage loans.
Ginnie Mae Certificates differ from bonds in that principal is
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<PAGE> 192
paid back monthly by the borrower over the term of the loan rather
than returned in a lump sum at maturity. Ginnie Mae Certificates
entitle the holder to receive a share of all interest and
principal prepayments paid and owed on the mortgage pool, net of
fees paid to the "issuer" and Ginnie Mae, regardless of whether or
not the mortgagor actually makes the payment. The National
Housing Act authorized Ginnie Mae to guarantee the timely payment
of principal and interest on securities backed by a pool of
mortgages insured by the Federal Housing Administration (FHA) or
the Farmer's Home Administration (FHMA), or guaranteed by the
Veterans Administration (VA). Ginnie Mae certificates are backed
by the full faith and credit of the U.S. Government. Ginnie Mae
is empowered to borrow without limitation from the U.S. Treasury,
if necessary, to make any payments required under its guarantee.
In cases where U.S. Government support of agencies or
instrumentalities is discretionary, no assurance can be given that
the U.S. Government will provide financial support, since it is
not legally obligated to do so.
Established in 1938 to create a secondary market in
mortgages, the Federal National Mortgage Association ("Fannie
Mae") is a government-sponsored corporation owned entirely by
private stockholders that purchases residential mortgages from a
list of approved seller/servicers. Fannie Mae issues guaranteed
mortgage pass-through certificates (Fannie Mae Certificates).
Fannie Mae Certificates resemble Ginnie Mae Certificates in that
each Fannie Mae Certificate represents a pro rata share of all
interest and principal payments made and owed on the underlying
pool. Fannie Mae guarantees timely payment of interest on Fannie
Mae Certificates and the stated principal amount.
The Federal Home Loan Mortgage Corporation was created in
1970 through enactment of Title III of the Emergency Home Finance
Act of 1970. Its purpose is to promote development of a
nationwide secondary market in conventional residential mortgages.
Freddie Mac presently issues two types of mortgage pass-through
securities, mortgage participation certificates (PCs) and
guaranteed mortgage certificates. PCs resemble Ginnie Mae
Certificates in that each PC represents a pro rata share of all
interest and principal payments made and owed on the underlying
pool. Freddie Mac guarantees timely monthly payment of interest
on PCs and the stated principal amount.
Government asset-backed securities (which are not mortgage-
backed securities) consist primarily of loan pool securities
issued or guaranteed by government agencies and include pass-
through securities collateralized by Small Business Administration
(SBA) guaranteed loans whose interest rates adjust in much the
same fashion as described herein with respect to adjustable rate
mortgage securities. Loans underlying such "Loan pool" securities
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<PAGE> 193
generally include commercial loans such as working capital loans
and equipment loans. SBA creates loan pool securities from pools
of SBA guaranteed portions of loans. These securities have a
guarantee of timely payment of both principal and interest and are
backed by the full faith and credit of the U.S. Government.
A Government CMO is a debt security issued by a U.S.
Government instrumentality ("Government CMO") which is backed by a
portfolio of mortgage-backed securities held under an indenture.
The issuer's obligation to make interest and principal payments is
secured by the underlying portfolio of mortgages or mortgage-
backed securities. Government CMOs are issued with a number of
classes (at least four) or series, which have different maturities
and which may represent interests in some or all of the interest
or principal on the underlying collateral or a combination
thereof. Government CMOs of different classes are generally
retired in sequence as the underlying mortgage loans in the
mortgage pool are repaid. In the event of sufficient early
prepayments on such mortgages, the class or series of Government
CMO first to mature generally will be retired prior to its
maturity. Thus, the early retirement of a particular class or
series of Government CMO held by the Fund would have the same
effect as the prepayment of mortgages underlying a mortgage-backed
pass-through security. Among the Government CMO classes available
are (1) floating (adjustable) rate classes which have
characteristics similar to ARMs and (2) inverse floating rate
classes whose coupons vary inversely with the rate of some market
index. REMICs are private entities formed for the purpose of
holding a fixed pool of mortgages secured by an interest in real
property and are similar to CMOs in that they issue multiple
classes of securities. CMOs and REMICs issued by entities other
than U.S. Government agencies or instrumentalities are not
considered U.S. Government securities for purposes of the
investment policies of the Fund. Multi-class pass-through
securities are similar to CMOs in that they are generally divided
into several classes; however, they represent equity interests in
a pool of mortgage loans typically held in a trust.
RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest up
to 10% of its total assets in illiquid investments, which include
repurchase agreements maturing in more than seven days, certain
over-the-counter options, certain stripped mortgage-backed
securities, certain restricted securities and securities not
readily marketable. Although the Fund may purchase restricted
securities which can be offered and sold to "qualified
institutional buyers" under Rule 144A of the Securities Act, its
present investment restriction limits such investment to the
foregoing 10% limitation.
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<PAGE> 194
SHORT-TERM TRADING AND FUND TURNOVER. Short-term trading
means the purchase and subsequent sale of a security after it has
been held for a relatively brief period of time. Short-term
trading of fixed-income securities should not increase direct
transaction costs since fixed-income securities are normally
traded on a principal basis without brokerage commissions. Short-
term trading may have the effect of increasing portfolio turnover
rate. The Fund does not intend to invest for the purpose of
seeking short-term profits. The Fund's investment securities may
be changed, however, without regard to the holding period of these
securities (subject to certain tax restrictions), when the Adviser
deems that this action will help achieve the Fund's objective
given a change in an issuer's operations or changes in general
market conditions. A rate of turnover of 100% would occur if the
value of the lesser of purchases and sales of investment
securities for a particular year equaled the average monthly value
of investment securities owned during the year (excluding short-
term securities). A high rate of portfolio turnover (100% or
more) may make it more difficult for the Fund to qualify as a
regulated investment company under the Code. The Fund's portfolio
turnover rate is set forth in the table under "Financial
Highlights."
LENDING OF SECURITIES AND REPURCHASE AGREEMENTS. For the
purpose of realizing additional income, the Fund may lend to
broker-dealers portfolio securities amounting to not more than
33 1/3% of its total assets taken at current value or may enter
into repurchase agreements. In a repurchase agreement, the Fund
buys a security subject to the right and obligation to sell it
back to the issuer at the same price plus accrued interest. These
transactions must be fully collateralized at all times. The Fund
may reinvest any cash collateral in short-term, liquid debt
securities. However, they may involve some credit risk to the
Fund if the other party should default on its obligation and the
Fund is delayed in or prevented from recovering the collateral.
Securities loaned by the Fund will remain subject to fluctuations
of market value.
WHEN-ISSUED SECURITIES. The Fund may purchase securities on
a forward commitment or "when-issued" basis. The Fund will
segregate in a separate account cash or liquid, high grade debt
securities equal in value to its forward commitments and when-
issued securities. Purchasing debt securities for future delivery
or on a when-issued basis may increase the Fund's overall
investment exposure and involves a risk of loss if the value of
the securities declines before the settlement date.
MORTGAGE "DOLLAR ROLL" TRANSACTIONS. The Fund may enter into
mortgage "dollar roll" transactions with selected banks and
broker-dealers pursuant to which the Fund sells mortgage-backed
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<PAGE> 195
securities and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities
on a specified future date. The Fund will only enter into covered
rolls. A "covered roll" is a specific type of dollar roll for
which there is an offsetting cash position or a cash equivalent
security position which matures on or before the forward
settlement date of the dollar roll transaction.
REVERSE REPURCHASE AGREEMENTS. A reverse repurchase
agreement involves the sale of a security by the Fund and its
agreement to repurchase the instrument at a specified time and
price. The Fund will maintain a segregated account consisting of
liquid, high grade debt securities to cover its obligations under
reverse repurchase agreements with selected banks or securities
firms approved in advance by the Trustees. The Fund will use the
proceeds to purchase other investments. Reverse repurchase
agreements are considered to be borrowings by the Fund and as an
investment practice may be considered speculative. Repurchase
agreements magnify the potential for gain or loss on the portfolio
securities of the Fund and therefore, increase the possibility of
fluctuation in the Fund's net asset value. The Fund may borrow
money for temporary administrative or emergency purposes. To
avoid the potential leveraging effects of the Fund's borrowings,
additional investments will not be made while borrowings are in
excess of 5% of the Fund's total assets. The Fund will limit its
investments in reverse repurchase agreements and other borrowings
to no more than 33 1/3% of its total assets.
RISKS RELATING TO THE FUND'S INVESTMENTS. The assets of the
Fund are constantly being invested in portfolio securities. The
value of the securities held by the Fund and, therefore, its net
asset value per share will fluctuate with interest rate changes.
Therefore, at the time of redemption, an investor's shares in the
Fund may be worth more or less than their value at the time of
purchase. The guarantees of the U.S. Government and its agencies
as to payment of principal and interest of the Fund's U.S.
Government securities do not extend to the value or yield of such
securities or of the Fund's shares. Investments of the Fund are
subject to certain risks.
Mortgage-backed securities are subject to the prepayment of
principal on the assets underlying these securities. Prepayment
rates are affected by changes in prevailing interest rates and
numerous other economic, geographic, social and other factors.
Changes in the rate of prepayments will generally affect the yield
to maturity of the security. Therefore, as a result of these
prepayment characteristics and their effect on the holders of
these securities, the Fund may experience a high rate of
prepayment when interest rates decline and may therefore face the
necessity of reinvesting at a time when rates of return are
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<PAGE> 196
relatively low which could result in a reduction in principal if
some securities were acquired at a premium. On the other hand,
when such securities are bought at a discount both scheduled
payments of principal and unscheduled prepayments will increase
and total return will accelerate the recognition of income which,
when distributed to shareholders, will be taxable as ordinary
income.
In addition to prepayment characteristics and the interest
rate reset features of mortgage-backed and government asset-backed
securities as previously described (which are also applicable to
the mortgage-backed and asset-backed adjustable rate securities),
the market value of adjustable rate securities and, therefore, the
Fund's net asset value may vary to the extent that the current
interest rate on securities differs from market interest rates
during periods between the interest rate reset dates. These
variations in value occur inversely to changes in the market
interest rates. Thus, if market interest rates fall below the
current rate on the securities, the value of the securities will
rise. If investors in the Fund sold their shares during periods
of rising rates before an adjustment occurred, such investors may
suffer some loss. The longer the adjustment intervals on
adjustable rate securities held by the Fund, the greater the
potential for fluctuations in the Fund's net asset value. In
addition, because of their interest rate adjustment feature,
adjustable rate securities are not an effective means of "locking-
in" attractive interest rates for periods in excess of the
adjustment period.
Privately issued mortgage-backed securities constituting ARMs
are backed by a pool of conventional adjustable rate mortgage
loans. Since privately issued mortgage-backed securities
typically are not guaranteed by an entity having the credit status
of Ginnie Mae, Fannie Mae and Freddie Mac, such securities
generally are structured with one or more types of credit
enhancement such as guarantees, insurance policies or letters of
credit obtained by the issuer or sponsor from third parties,
through various means of structuring the transaction or through a
combination of such approaches.
Stripped securities are issued at a significant discount from
their principal amount in lieu of paying interest periodically;
therefore, their value is subject to greater fluctuations in
response to changes in market interest rates than bonds which pay
interest currently. In addition, stripped securities were only
recently developed, and therefore established trading markets have
not yet been fully developed.
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<PAGE> 197
INVESTMENT RESTRICTIONS. The Fund has adopted certain
fundamental investment restrictions which are described in detail
in the Statement of Additional Information and may not be changed
without shareholder approval. Among the restrictions provided are
that the Fund may not borrow money except for temporary or
emergency purposes in an amount not to exceed 33 1/3% of its total
assets so long as additional investments will not be made when
borrowings (including reverse repurchase agreements) are in excess
of 5% of the Fund's total assets.
If a percentage restriction, except a restriction regarding
borrowing, on investments or utilization of assets is adhered to
at the time an investment is made or assets are utilized, a later
change in percentage resulting from changes in the value of the
Fund's portfolio securities will not be considered a violation of
policy.
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<PAGE> 198
ADJUSTABLE U.S. GOVERNMENT FUND ADJUSTABLE U.S. GOVERNMENT FUND
INVESTMENT ADVISER
John Hancock Advisers, Inc.
101 Huntington Avenue PROSPECTUS
Boston, Massachusetts 02199-7603 MAY 15, 1995
PRINCIPAL DISTRIBUTOR
John Hancock Funds, Inc. A MUTUAL FUND SEEKING
101 Huntington Avenue TO OBTAIN A HIGH LEVEL OF
Boston, Massachusetts 02199-7603 CURRENT INCOME CONSISTENT WITH
LOW VOLATILITY OF PRINCIPAL.
CUSTODIAN
Investors Bank
& Trust Company
24 Federal Street
Boston, Massachusetts 02110
TRANSFER AGENT
John Hancock Investor Services
Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
HOW TO OBTAIN INFORMATION
ABOUT THE FUND
For Service Information
For Telephone Exchange
call 1-800-225-5291 101 HUNTINGTON AVENUE
For Investment-by-Phone BOSTON, MASSACHUSETTS 02199-7603
For Telephone Redemption TELEPHONE 1-800-225-5291
For TDD call 1-800-554-6713
<PAGE> 199
JOHN HANCOCK GOVERNMENT
SECURITIES TRUST
CLASS A AND CLASS B SHARES
STATEMENT OF ADDITIONAL INFORMATION
MAY 15, 1995
This Statement of Additional Information ("SAI") provides information
about John Hancock Government Securities Trust (the "Fund"), a series of John
Hancock Bond Fund (the "Trust"), in addition to the information that is
contained in the Fund's Prospectus, dated May 15, 1995.
This SAI is not a prospectus. It should be read in conjunction with
Fund's Prospectus, a copy of which can be obtained, free of charge, by writing
or telephoning:
John Hancock Investor Services Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
1-800-225-5291
TABLE OF CONTENTS
Cross-Referenced
SAI to Prospectus
Page Page
---- ----------------
Organization of the Trust......................... 2 6
Investment Objective and Policies................. 2 4
Certain Investment Practices...................... 3 4
Investment Restrictions........................... 11 6
Those Responsible for Management.................. 13 6
Investment Advisory and Other Services............ 19 6
Distribution Contract............................. 22 7
Net Asset Value................................... 24 12
Initial Sales Charge on Class A Shares............ 24 7
Deferred Sales Charge on Class B Shares........... 25 7
Special Redemptions............................... 26 18
Additional Services and Programs.................. 26 20
Description of the Trust's Shares................. 27 6
Tax Status........................................ 29 9
Calculation of Performance........................ 32 10
Brokerage Allocation.............................. 36 N/A
Transfer Agent Services........................... 37 Back Cover
Custody of Portfolio.............................. 38 Back Cover
Independent Auditors.............................. 38 Back Cover
Financial Statements.............................. F-1 3
<PAGE> 200
ORGANIZATION OF THE TRUST
The Trust is an open-end management investment company organized as a
Massachusetts business trust under a Declaration of Trust dated December 12,
1984. The Trust currently has six series. Prior to December 24, 1994, the
Fund was called Transamerica Government Securities Trust and the Trust was
called Transamerica Bond Fund.
The Fund is managed by John Hancock Advisers, Inc. (the "Adviser"), a
wholly-owned indirect subsidiary of John Hancock Mutual Life Insurance Company
(the "Life Company"), chartered in 1862 with national headquarters at John
Hancock Place, Boston, Massachusetts. John Hancock Funds, Inc. ("John Hancock
Funds") acts as principal distributor of the shares of the Fund.
INVESTMENT OBJECTIVE AND POLICIES
As discussed under "Investment Objective and Policies" in the
Prospectus, the Fund's investment objective is to seek a high level of current
income, consistent with safety of principal. The Fund anticipates that it will
invest a substantial portion of its assets in GNMA Certificates. The Fund
invests in debt obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, including certificates of the Government
National Mortgage Association and U.S. Treasury obligations and, although it
presently does not intend to do so, may write covered call options and secured
put options against such securities. In order to protect and anticipate
against changes in interest rates, the Fund may also purchase put and call
options and engage in transactions involving rate futures contracts and options
on such contracts. The average life of GNMA Certificates varies with the
maturities of the underlying mortgage instruments with maximum maturities of 30
years. The average life is likely to be substantially less than the original
maturity of the mortgage pools underlying the securities as the result of
prepayments or refinancing of such mortgages or foreclosure. Such prepayments
are passed through to the registered holder with the regular monthly payments
of principal and interest, which has the effect of reducing future payments of
principal and interest. Due to the GNMA guarantee, foreclosures impose no risk
to principal investments.
The average life of pass-through pools varies with the maturities of
the underlying mortgage instruments. In addition, a pool's term may be
shortened by unscheduled or early payments of principal and interest on the
underlying mortgages. The occurrence of mortgage prepayments is affected by
factors including the level of interest rates, general economic conditions, the
location and age of the mortgage and other social and demographic conditions.
As prepayment rates vary widely, it is not possible to predict accurately the
average life of a particular pool. However, statistics indicate that the
average life of the type of mortgages backing the majority of GNMA Certificates
is approximately 12 years. For this reason, it is standard practice to treat
GNMA Certificates as 30-year mortgage-backed securities which prepay fully in
the twelfth year. Pools of mortgages with other maturities or different
characteristics will have varying assumptions for average life. The assumed
average life of pools of mortgages having terms of less than 30 years is less
than 12 years, but typically not less than 5 years.
The coupon rate of interest of GNMA Certificates is lower than the
interest rate paid on the VA-guaranteed or FHA-insured mortgages underlying the
Certificates, but only by the amount of the fees paid to GNMA and the issuer.
Such fees in the aggregate usually amount to approximately .50 of 1%.
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<PAGE> 201
Yields on pass-through securities are typically quoted by investment
dealers and vendors based on the maturity of the underlying instruments and the
associated average life assumption. In periods of falling interest rates the
rate of prepayments tends to increase, thereby shortening the actual average
life of a pool of mortgage-related securities. Conversely, in periods of
rising rates, the rate of prepayments tends to decrease, thereby lengthening
the actual average life of the pool. Reinvestment by the Fund of prepayments
may occur at higher or lower interest rates than the original investment.
Historically, actual average life has been consistent with the 12-year
assumption referred to above. The actual yield of each GNMA Certificate is
influenced by the prepayment experience of the mortgage pool underlying the
Certificates. Interest on GNMA Certificates is paid monthly rather than
semi-annually as for traditional bonds.
CERTAIN INVESTMENT PRACTICES
LENDING OF PORTFOLIO SECURITIES. In order to generate additional
income, the Fund may, from time to time, lend securities from its portfolio to
brokers, dealers and financial institutions such as banks and trust companies.
Such loans will be secured by collateral consisting of cash or U.S. Government
securities which will be maintained in an amount equal to at least 100% of the
current market value of the loaned securities. During the period of the loan,
the Fund will receive the income on both the loaned securities and the
collateral and thereby increase its return. Cash collateral will be invested
in short-term high quality debt securities, which will increase the current
income of the Fund. The loans will be terminable by the Fund at any time and
by the borrower on one day's notice. The Fund will have the right to regain
record ownership of loaned securities to exercise beneficial rights, such as
rights to interest or other distributions or voting rights on important issues.
The Fund may pay reasonable fees to persons unaffiliated with the Fund for
services in arranging such loans. Lending of portfolio securities involves a
risk of failure by the borrower to return the loaned securities, in which event
the Fund may incur a loss.
WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES. The Fund may purchase
securities on a when-issued or forward commitment basis. "When-issued" refers
to securities whose terms are available and for which a market exists, but
which have not been issued. The Fund will engage in when-issued transactions
with respect to securities purchased for its portfolio in order to obtain what
is considered to be an advantageous price and yield at the time of the
transaction. For when-issued transactions, no payment is made until delivery
is due, often a month or more after the purchase. In a forward commitment
transaction, the Fund contracts to purchase securities for a fixed price at a
future date beyond customary settlement time.
When the Fund engages in forward commitment and when-issued
transactions, it relies on the seller to consummate the transaction. The
failure of the issuer or seller to consummate the transaction may result in the
Fund losing the opportunity to obtain a price and yield considered to be
advantageous. The purchase of securities on a when-issued and forward
commitment basis also involves a risk of loss if the value of the security to
be purchased declines prior to the settlement date.
On the date the Fund enters into an agreement to purchase securities on
a when-issued or forward commitment basis, the Fund will segregate in a
separate account cash or liquid, high grade debt securities equal in value to
the Fund's commitment. These assets will be valued daily at market, and
additional cash or securities will be segregated in a separate account to the
extent that the total value of the assets in the account declines below the
amount of the when-issued
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commitments. Alternatively, the Fund may enter into offsetting contracts for
the forward sale of other securities that it owns.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements.
A repurchase agreement is a contract under which the Fund would acquire a
security for a relatively short period (generally not more than 7 days) subject
to the obligation of the seller to repurchase and the Fund to resell such
security at a fixed time and price (representing the Fund's cost plus
interest). The Fund will enter into repurchase agreements only with member
banks of the Federal Reserve System and with securities dealers. The Adviser
will continuously monitor the creditworthiness of the parties with whom the
Fund enters into repurchase agreements. The Fund has established a procedure
providing that the securities serving as collateral for each repurchase
agreement must be delivered to the Fund's custodian either physically or in
book-entry form and that the collateral must be marked to market daily to
ensure that each repurchase agreement is fully collateralized at all times. In
the event of bankruptcy or other default by a seller of a repurchase agreement,
the Fund could experience delays in liquidating the underlying securities and
could experience losses, including the possible decline in the value of the
underlying securities during the period in which the Fund seeks to enforce its
rights thereto, possible subnormal levels of income and lack of access to
income during this period, and the expense of enforcing its rights.
GOVERNMENT SECURITIES. Certain U.S. Government securities, including
U.S. Treasury bills, notes and bonds, and Government National Mortgage
Association certificates ("Ginnie Maes"), are supported by the full faith and
credit of the United States. Certain other U.S. Government securities, issued
or guaranteed by Federal agencies or government sponsored enterprises, are not
supported by the full faith and credit of the United States, but may be
supported by the right of the issuer to borrow from the U.S. Treasury. These
securities include obligations of the Federal Home Loan Mortgage Corporation
("Freddie Macs"), and obligations supported by the credit of the
instrumentality, such as Federal National Mortgage Association Bonds ("Fannie
Maes"). No assurance can be given that the U.S. Government will provide
financial support to such Federal agencies, authorities, instrumentalities and
government sponsored enterprises in the future.
MORTGAGE-BACKED SECURITIES. The Fund may invest in mortgage
pass-through certificates and multiple-class pass-through securities, such as
real estate mortgage investment conduits ("REMIC") pass-through certificates,
collateralized mortgage obligations ("CMOs") and stripped mortgage-backed
securities ("SMBS"), and other types of "Mortgage-Backed Securities" that may
be available in the future.
GUARANTEED MORTGAGE PASS-THROUGH SECURITIES. Guaranteed mortgage
pass-through securities represent participation interests in pools of
residential mortgage loans and are issued by U.S. Governmental or private
lenders and guaranteed by the U.S. Government or one of its agencies or
instrumentalities, including but not limited to the Government National
Mortgage Association ("Ginnie Mae"), the Federal National Mortgage Association
("Fannie Mae") and the Federal Home Loan Mortgage Corporation ("Freddie Mac").
Ginnie Mae certificates are guaranteed by the full faith and credit of the U.S.
Government for timely payment of principal and interest on the certificates.
Fannie Mae certificates are guaranteed by Fannie Mae, a federally chartered and
privately owned corporation, for full and timely payment of principal and
interest on the certificates. Freddie Mac certificates are guaranteed by
Freddie Mac, a corporate instrumentality of the U.S. Government, for timely
payment of interest and the ultimate collection of all principal of the related
mortgage loans.
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MULTIPLE-CLASS PASS-THROUGH SECURITIES AND COLLATERALIZED MORTGAGE
OBLIGATIONS. CMOs and REMIC pass-through or participation certificates may be
issued by, among others, U.S. Government agencies and instrumentalities as well
as private lenders. CMOs and REMIC certificates are issued in multiple classes
and the principal of and interest on the mortgage assets may be allocated among
the several classes of CMOs or REMIC certificates in various ways. Each class
of CMOs or REMIC certificates, often referred to as a "tranche," is issued at a
specific adjustable or fixed interest rate and must be fully retired no later
than its final distribution date. Generally, interest is paid or accrues on all
classes of CMOs or REMIC certificates on a monthly basis.
Typically, CMOs are collateralized by Ginnie Mae, Fannie Mae or Freddie
Mac certificates but also may be collateralized by other mortgage assets such
as whole loans or private mortgage pass-through securities. Debt service on
CMOs is provided from payments of principal and interest on the underlying
assets.
A REMIC is a CMO that qualifies for special tax treatment under the
Internal Revenue Code and invests in certain mortgages primarily secured by
interests in real property and other permitted investments. Investors may
purchase "regular" and "residual" interests in REMIC trusts although the Fund
does not intend to invest in residual interests.
STRIPPED MORTGAGE-BACKED SECURITIES. SMBS are derivative
multiple-class mortgage- backed securities. SMBS are usually structured with
two classes that receive different proportions of interest and principal
distributions on a pool of mortgage assets. A typical SMBS will have one class
receiving some of the interest and most of the principal, while the other class
will receive most of the interest and the remaining principal. In the most
extreme case, one class will receive all of the interest (the "interest only"
class) while the other class will receive all of the principal (the "principal
only" class). The yields and market risk of interest only and principal only
SMBS, respectively, may be more volatile than those of other fixed income
securities. The staff of the SEC considers privately issued SMBS to be
illiquid.
STRUCTURED OR HYBRID NOTES. The Fund may invest in "structured" or
"hybrid" notes. The distinguishing feature of a structured or hybrid note is
that the amount of interest and/or principal payable on the note is based on
the performance of a benchmark asset or market other than fixed-income
securities or interest rates. Examples of these benchmarks include stock
prices, currency exchange rates and physical commodity prices. Investing in a
structured note allows the Fund to gain exposure to the benchmark market while
fixing the maximum loss that the Fund may experience in the event that market
does not perform as expected. Depending on the terms of the note, the Fund may
forego all or part of the interest and principal that would be payable on a
comparable conventional note; the Fund's loss cannot exceed this foregone
interest and/or principal. An investment in structured or hybrid notes
involves risks similar to those associated with a direct investment in the
benchmark asset.
RISK FACTORS ASSOCIATED WITH MORTGAGE-BACKED SECURITIES. Investing in
Mortgage- Backed Securities involves certain risks, including the failure of a
counter-party to meet its commitments, adverse interest rate changes and the
effects of prepayments on mortgage cash flows. In addition, investing in the
lowest tranche of CMOs and REMIC certificates involves risks similar to those
associated with investing in equity securities. Further, the yield
characteristics of Mortgage-Backed Securities differ from those of traditional
fixed income securities. The major differences typically include more frequent
interest and principal payments
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(usually monthly), the adjustability of interest rates, and the possibility
that prepayments of principal may be made substantially earlier than their
final distribution dates.
Prepayment rates are influenced by changes in current interest rates
and a variety of economic, geographic, social and other factors and cannot be
predicted with certainty. Both adjustable rate mortgage loans and fixed rate
mortgage loans may be subject to a greater rate of principal prepayments in a
declining interest rate environment and to a lesser rate of principal
prepayments in an increasing interest rate environment. Under certain interest
rate and prepayment rate scenarios, the Fund may fail to recoup fully its
investment in Mortgage-Backed Securities notwithstanding any direct or indirect
governmental, agency or other guarantee. When the Fund reinvests amounts
representing payments and unscheduled prepayments of principal, it may receive
a rate of interest that is lower than the rate on existing adjustable rate
mortgage pass- through securities. Thus, Mortgage-Backed Securities, and
adjustable rate mortgage pass-through securities in particular, may be less
effective than other types of U.S. Government securities as a means of "locking
in" interest rates.
Conversely, in a rising interest rate environment, a declining
prepayment rate will extend the average life of many Mortgage-Backed
Securities. This possibility is often referred to as extension risk.
Extending the average life of a Mortgage-Backed Security increases the risk of
depreciation due to future increases in market interest rates.
RISK ASSOCIATED WITH SPECIFIC TYPES OF DERIVATIVE DEBT SECURITIES.
Different types of derivative debt securities are subject to different
combinations of prepayment, extension and/or interest rate risk. Conventional
mortgage pass-through securities and sequential pay CMOs are subject to all of
these risks, but are typically not leveraged. Thus, the magnitude of exposure
may be less than for more leveraged Mortgage-Backed Securities.
The risk of early prepayments is the primary risk associated with
interest only debt securities ("IOs"), super floaters, other leveraged floating
rate instruments and Mortgage-Backed Securities purchased at a premium to their
par value. In some instances, early prepayments may result in a complete loss
of investment in certain of these securities. The primary risks associated
with certain other derivative debt securities are the potential extension of
average life and/or depreciation due to rising interest rates.
These securities include floating rate securities based on the Cost of
Funds Index ("COFI floaters"), other "lagging rate" floating rate securities,
floating rate securities that are subject to a maximum interest rate ("capped
floaters"), Mortgage-Backed Securities purchased at a discount, leveraged
inverse floating rate securities ("inverse floaters"), principal only debt
securities ("POs"), certain residual or support tranches of CMOs and index
amortizing notes. Index amortizing notes are not Mortgage-Backed Securities,
but are subject to extension risk resulting from the issuer's failure to
exercise its option to call or redeem the notes before their stated maturity
date. Leveraged inverse IOs combine several elements of the Mortgage-Backed
Securities described above and thus present an especially intense combination
of prepayment, extension and interest rate risks.
Planned amortization class ("PAC") and target amortization class
("TAC") CMO bonds involve less exposure to prepayment, extension and interest
rate risk than other Mortgage-Backed Securities, provided that prepayment rates
remain within expected prepayment ranges or "collars." To the extent that
prepayment rates remain within these prepayment ranges, the residual or
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support tranches of PAC and TAC CMOs assume the extra prepayment, extension and
interest rate risk associated with the underlying mortgage assets.
Other types of floating rate derivative debt securities present more
complex types of interest rate risks. For example, range floaters are subject
to the risk that the coupon will be reduced to below market rates if a
designated interest rate floats outside of a specified interest rate band or
collar. Dual index or yield curve floaters are subject to depreciation in the
event of an unfavorable change in the spread between two designated interest
rates. X-reset floaters have a coupon that remains fixed for more than one
accrual period. Thus, the type of risk involved in these securities depends on
the terms of each individual X-reset floater.
The Fund is permitted to engage in certain hedging techniques involving
options and futures transactions in order to reduce the effect of interest rate
movements affecting the market values of the investments held, or intended to
be purchased, by the Fund.
WRITING COVERED CALL AND SECURED PUT OPTIONS. The Fund is authorized
but does not presently intend to sell (write) covered call options in order to
earn additional income on its portfolio securities or to protect partially
against declines in the value of such securities. A call option gives the
purchaser of such option, in return for a premium paid, the right to buy, and
the seller ("writer") the obligation to sell (if the option is exercised) the
underlying security at the exercise price during the option period. The writer
of the call option who receives the premium has the obligation to sell the
underlying security to the purchaser at the exercise price during the option
period if assigned an exercise notice. The Fund will write call options only
on a covered basis, which means that the Fund will own the underlying security
subject to a call option at all times during the option period. The exercise
price of a call option may be below, equal to or above the current market value
of the underlying security at the time the option is written.
During the option period, a covered call option writer may be assigned
an exercise notice by the broker/dealer through whom such call option was sold
requiring the writer to deliver the underlying security against payment of the
exercise price. This obligation is terminated upon the expiration of the
option period or at such earlier time at which the writer effects a closing
purchase transaction.
Closing purchase transactions will ordinarily be effected to realize a
profit on an outstanding call option, to prevent an underlying security from
being called, in conjunction with the sale of the underlying security or to
enable the Fund to write another call option on the underlying security with
either a different exercise price or expiration date or both.
In order to earn additional income or to facilitate its ability to
purchase a security at a price lower than the current market price of such
security, the Fund may write cash secured put options. A put option gives the
purchaser of the option the right to sell, and the writer the obligation to buy
(if the option is exercised) the underlying security at the exercise price
during the option period. During the option period, the writer of a put option
may be assigned an exercise notice by the broker/dealer through whom the option
was sold, requiring the writer to purchase the underlying security at the
exercise price. The Fund will write put options only on a secured basis, which
means that the Fund will maintain, in a segregated account with the Fund's
Custodian, cash or U.S. Government securities held in the segregated account
which will be adjusted on a daily basis to reflect changes in the market value
of the securities covered by the put option written by the Fund. Subject to
the limitation that all call and put option writing transactions be covered or
cash secured, the Fund may, to the extent determined appropriate by the
Adviser, engage without
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limitation in the writing of options on U.S. Government Securities. The Fund's
Adviser has advised the Board of Trustees that it is not presently in the best
interests of the Fund or its shareholders to enter into transactions
involving writing covered call and secured put options for the purpose of
generating additional income. Accordingly, the Fund will not engage in such
transactions at the present time nor will it change such determination without
first having given shareholders written notice at least 60 (sixty) days in
advance thereof.
OPTIONS AND FUTURES TRANSACTIONS. In order to achieve the Fund's
investment objective, the Adviser will actively manage the Fund's assets using
different investment strategies under different market conditions and interest
rate outlooks.
The matrix set forth below relates to the use of the certain major
strategies involving options to different interest rate outlooks by the Fund.
INTEREST RATE OUTLOOK
------------------------------------
DECLINING STABLE RISING
INTEREST INTEREST INTEREST
FUND STRATEGIES RATES RATES RATES
--------------- --------- -------- --------
Covered Call Writing
Out-of-the Money X
At-the-Money X
In-the-Money X
Purchase of Puts X
Secured Put Writing
Out-of-the-Money X
At the-Money X
In-the-Money X
Purchase of Calls X
COVERED CALL WRITING. An investor is engaged in covered call writing
when he sells the right to buy a security that he already owns for a fee or
premium. Because he already owns the security, the call is collateralized or
"covered". The exercise price of the call options may be below
("in-the-money"), equal to ("at-the-money"), or above ("out-of-the-money") the
current market value of the underlying securities at the times the options are
written.
PURCHASE OF PUT. A right to sell a security at a specified price for a
specific period of time.
SECURED PUT WRITING. An investor is engaged in secured put writing
when he accepts the obligation to purchase a security (if the option is
exercised) at the exercise price for a fee or premium and holds cash
equivalents in reserve to purchase the securities. Because the cash is
reserved if the option is exercised, the put is "secured". As in covered call
writing, the option can be "in," "at" or "out of the money."
PURCHASE OF CALL. A right to buy a security at a specified price for a
specific period of time.
SECURITIES OPTIONS. An option position may be closed out only on a
securities exchange which provides a secondary market for an option of the same
series. Although the Fund will write
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call and put options only when the Adviser believes that a liquid secondary
market will exist on a securities exchange for options of the same series so
that the Fund can effect a closing purchase transaction if it desires to close
out its positions, there can be no assurance that a liquid secondary market
will exist for a particular option at any specific time. If a covered call
option writer is unable to effect a closing purchase transaction, it cannot
sell the underlying security until the option expires or the option is
exercised. Accordingly, a covered call option writer may not be able to sell
an underlying security at a time when it might otherwise be advantageous to do
so. A secured put option writer who is unable to effect a closing purchase
transaction would continue to bear the risk of decline in the market price of
the underlying security until the option expires or is exercised. In addition,
a secured put writer would be unable to utilize the amount held in cash or U.S.
Government securities as security for the put option for other investment
purposes until the exercise or expiration of the option. In connection
with the qualification of the Fund as a regulated investment company under the
Internal Revenue Code, other restrictions on the Fund's ability to enter into
certain option transactions may apply from time to time (see "Dividends,
Distributions and Tax Status").
Possible reasons for the absence of a liquid secondary market on an
Exchange include the following: (a) insufficient trading interest in certain
options; (b) restrictions on transactions imposed by an exchange; (c) trading
halts, suspensions or other restrictions imposed with respect to particular
classes or series of options or underlying securities; (d) inadequacy of the
facilities of an exchange or a national clearing corporation to handle trading
volume; or (e) a decision by one or more Exchanges to discontinue the trading
of options or impose restrictions on types of orders. Although the Options
Clearing Corporation has stated that it believes, based on forecasts provided
by the exchanges, that its facilities are adequate to handle the volume of
reasonably anticipated options transactions, and although each exchange has
advised such clearing corporation that it believes that its facilities will
also be adequate to handle reasonably anticipated volume, there can be no
assurance that higher than anticipated trading activity or order flow or other
unforeseen events might not at times render certain of these facilities
inadequate and thereby result in the institution of special trading procedures
or restrictions which could interfere with the Fund's ability to effect closing
purchase transactions with respect to options written by it.
The Fund will engage in over-the-counter ("OTC") option transactions
only with primary U.S. Government securities dealers recognized by the Federal
Reserve Bank of New York. In the event that any OTC option transaction is not
subject to a forward price at which the Fund has the absolute right to
repurchase the OTC option which it has sold, the value of the OTC option
purchased and of the Fund's assets used to "cover" the OTC option will be
considered "illiquid securities". The "formula" on which the forward price
will be based may vary among contracts with different primary dealers, but it
will be based on a multiple of the premium received by the Fund for writing the
option plus the amount, if any, of the option's intrinsic value, i.e., current
market value of the underlying securities minus the option's stock price.
The Fund's securities options transactions may be subject to
limitations established by each of the Exchanges governing the maximum number
of options in each class which may be held by a single investor or group of
investors acting in concert. Thus, the ability of the Fund to enter into
transactions involving options on debt securities may be limited by
transactions engaged in by the Adviser on behalf of its other investment
advisory clients. An Exchange may order the liquidation of positions found to
be in excess of these limits, and it may impose certain other sanctions.
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INTEREST RATE FUTURES CONTRACTS CHARACTERISTICS. Currently, futures
contracts can be purchased and sold with respect to U.S. Treasury bonds, U.S.
Treasury notes, and GNMAs on the Chicago Board of Trade and with respect to
U.S. Treasury bills on the International Monetary Market at the Chicago
Mercantile Exchange.
In contrast to the purchase or sale of a security, no price is paid or
received by the Fund upon the purchase or sale of a futures contract. Rather,
the Fund will initially be required to deposit with the Trust's broker an
amount of cash or U.S. Treasury bills equal to approximately 5% of the contract
amount. This is called "initial margin". Such initial margin is in the nature
of a performance bond or good faith deposit on the contract, which is returned
to the Trust upon termination of the futures contract, assuming all contractual
obligations have been satisfied. In addition, because under current futures
industry practice daily variations in gains and losses on open contracts are
required to be reflected in cash in the form of variation margin payments, the
Fund may be required to make additional payments during the term of the
contract to their broker. Such payments would be required in the event that the
price of an underlying debt security declined during the term of a debt
security futures contract purchased by the Fund or in the event that the price
of an underlying debt security has risen during the term of a debt security
futures contract sold by the Fund. In all instances involving the purchase of
futures contracts or call options on futures contracts by the Fund, an amount
of cash together with such other securities as may be permitted by applicable
regulatory authorities to be used for such purpose, at least equal to the
market value of the futures contracts, will be deposited in a segregated
account with the Fund's Custodian to collateralize the position. At any time
prior to the expiration of a futures contract, the Fund may elect to close its
position by taking an opposite position which will operate to terminate the
Fund's positions in the futures contract. See "Risks Relating to Transactions
in Futures Contracts" below.
RISKS RELATING TO TRANSACTIONS IN FUTURES CONTRACTS. As discussed in
the Fund's Prospectus, there are several risks in connection with the use of
interest rate futures contracts by the Fund. One risk arises because, as a
result of the possible imperfect correlation between movements in the prices of
futures contracts and movements in the prices of the underlying U.S. Government
securities, the price of a futures contract may move more than or less than the
price of the securities being hedged. If the price of the futures moves less
than the price of the securities which are the subject of the hedge, the hedge
will not be fully effective. On the other hand, if the price of the securities
being hedged has moved in an unfavorable direction to the Fund, the Fund would
be in a better position than if it had not hedged at all. If the price of the
future moves more than the price of the security, the Fund will experience
either a gain or loss on the future which will not be completely offset by
movements in the price of the securities which are the subject of the hedge.
In addition, there may be an imperfect correlation between movements in prices
of futures contracts and portfolio securities being hedged, the market prices
of futures contracts may be affected by certain factors. If participants in
the futures market elect to close out their contracts through offsetting
transactions rather than meet margin deposit requirements, distortions in the
normal relationship between the debt securities and futures markets could
result. Price distortions could also result if investors in futures contracts
opt to make or take delivery of underlying securities rather than engage in
closing transactions due to the resultant reduction in the liquidity of the
futures market. In addition, due to the fact that, from the point of view of
speculators, the deposit requirements in the futures market are less onerous
than margin requirements in the cash market, increased participation by
speculators in the futures market could cause temporary price distortions. Due
to the possibility of price distortions in the futures market and because of
the imperfect correlation between movements in the prices of the
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U.S. Government securities and movements in the prices of futures contracts, a
correct forecast of interest rate trends by the Adviser may still not
result in a successful hedging transaction.
SECURITIES TRANSACTIONS SUBJECT TO DELAYED SETTLEMENT. As described in
the Prospectus, securities purchased for which the normal settlement date
occurs later than the settlement date which is normal for U.S. Treasury
obligations and the securities held in the Fund are subject to changes in value
(both experiencing appreciation when interest rates decline and depreciation
when interest rates rise) based upon the public's perception of the
creditworthiness of the issuer and changes, real or anticipated, in the level
of interest rates. Purchasing securities subject to delayed settlement can
involve a risk that the yields available in the market when the delivery takes
place may actually be higher than those obtained in the transaction itself. A
separate account of the Fund consisting of cash or liquid debt securities equal
to the amount of the delayed settlement commitments will be established at the
Trust's custodian bank. For the purpose of determining the adequacy of the
securities in the account, the deposited securities will be valued at market
value using the valuation procedures for all other investments. If the market
or fair value of such securities declines, additional cash or highly liquid
securities will be placed in the account daily so that the value of the account
will equal the amount of such commitments by the Fund. On the settlement date
of these delayed settlement securities, the Fund will meet its obligations from
then available cash flow, sale of securities held in the separate account, sale
of other securities or, although it would not normally expect to do so, from
sale of the delayed settlement securities themselves (which may have a value
greater or lesser than the Fund's payment obligations). Sale of securities to
meet such obligations will generally result in the realization of capital gains
or losses.
INVESTMENT RESTRICTIONS
The Fund has adopted certain fundamental investment restrictions. The
fundamental investment restrictions set forth below, as well as the investment
objective and fundamental policies and restrictions set forth in the
Prospectus, may not be changed without prior approval by the holders of a
"majority of the outstanding shares" of the Fund, as defined in the Investment
Company Act of 1940, as amended, (the "1940 Act"). A majority for this purpose
means the holders of: (a) more than 50% of the outstanding shares of the Fund,
or (b) 67% or more of the shares of the Fund represented at a meeting where
more than 50% of the outstanding shares of the Fund are represented, whichever
is less. Under these additional restrictions, the Fund may not:
1. Invest more than 25% of total assets in the securities of issuers in any
one industry. For purposes of this restriction, gas, electric, water and
telephone utilities will each be treated as separate industries. This
restriction does not apply to obligations issued or guaranteed by the
United States government, its agencies or instrumentalities.
2. Make short sales of securities or purchase securities on margin, except
for such short-term loans as are necessary for the clearance of
purchases of portfolio securities.
3. Engage in the underwriting of securities except insofar as the Fund may
be deemed an underwriter under the Securities Act of 1933 in
disposing of a portfolio security.
4. Purchase or sell real estate or interests therein (including limited
partnership interests), although the Fund may purchase securities of
issuers which engage in real estate operations and securities which
are secured by real estate or interests therein.
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5. Purchase oil, gas or other mineral leases, rights or royalty contracts or
exploration or development programs, except that the Fund may invest
in securities of companies which invest in or sponsor such programs.
6. Purchase securities of other investment companies, except in connection
with a merger, consolidation, reorganization or acquisition of assets.
7. Invest for the purpose of exercising control or management of another
company.
8. Invest in securities of any company if, to the knowledge of the Fund, any
officer or trustee of the Fund or its Adviser owns more than 1/2 of 1% of
the outstanding securities of such company, and all such officers and
directors own in the aggregate more than 5% of the outstanding securities
of such company.
9. Issue senior securities, as defined in the Act, except that the Fund may
enter into repurchase and reverse repurchase agreements, lend portfolio
securities, and leverage and borrow as described under "Investment
Practices and Restrictions" in the Prospectus for the Fund.
10. Make loans of money or securities, except by (a) the purchase of fixed
income obligations; (b) investing in repurchase agreements; or (c) lending
its portfolio securities. See "Investment Practices and Restrictions"
in the Prospectus for the Fund.
11. Purchase or sell commodities or commodity futures contracts except
financial futures and options on such futures for hedging purposes
under policies developed by the Trust's Board of Trustees.
12. Invest in warrants or rights except where acquired in units or attached
to other securities.
13. Purchase the securities of any issuer if as a result more than 10% of the
value of the Fund's total assets would be invested in securities
that are subject to legal or contractual restrictions on resale
("restricted securities") and in securities for which there are no readily
available market quotations; or enter into a repurchase agreement maturing
in more than seven days, if as a result such repurchase agreements
together with restricted securities and securities for which there are no
readily available market quotations would constitute more than 10% of the
Fund's total assets.
14. Invest more than 5% of the market or other fair value of its assets in
the securities of any one issuer and shall not purchase more than 10% of
the voting securities or more than 10% of any class of securities of
any one issuer. This restriction does not apply to U.S. Government
securities as defined in the prospectus.
15. Borrow in excess of 15% of the market or other fair value of its total
assets or pledge its assets to an extent greater than 10% of the market or
other fair value of its total assets. Any such borrowings shall be from
banks and shall be undertaken only as a temporary measure for
extraordinary or emergency purposes. Collateral arrangements maintained
in connection with the writing of covered call or secured put options, or
margin deposits in connection with the purchase or sale of futures
contracts and related options, are not deemed to be a pledge or other
encumbrance. The borrowing restriction set forth above
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<PAGE> 211
does not prohibit the use of reverse repurchase agreements, in an amount
(including any borrowings) not to exceed 33-1/3% of net assets.
As a matter of nonfundamental policy, the Fund will not purchase
securities when borrowings from banks exceed 5% of its total assets.
Notwithstanding any investment restriction to the contrary, the Fund
may, in connection with the John Hancock Group of Funds Deferred Compensation
Plan for Independent Trustees/ Directors, purchase securities of other
investment companies within the John Hancock Group of Funds provided that, as a
result, (i) no more than 10% of the Fund's assets would be invested in
securities of all other investment companies, (ii) such purchase would not
result in more than 3% of the total outstanding voting securities of any one
such investment company being held by the Fund and (iii) no more than 5% of the
Fund's assets would be invested in any one such investment company.
THOSE RESPONSIBLE FOR MANAGEMENT
The business of the Fund is managed by the Trust's Trustees who elect
officers who are responsible for the day-to-day operations of the Fund and who
execute policies formulated by the Trustees. Several of the officers and
Trustees of the Trust are also officers and directors of the Adviser or
officers and directors of John Hancock Funds.
<TABLE>
Set forth below is information with respect to each of the Trust's
officers and Trustees. The officers and Trustees may be contacted at 101
Huntington Avenue, Boston, MA 02199-7603. Their affiliations represent their
principal occupations during the past five years.
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
- ---------------- -------------- ----------------------
<S> <C> <C>
Edward J. Boudreau, Jr,* Trustee, Chairman and Chief Executive
101 Huntington Avenue Chairman and Officer, the Investment
Boston, MA 02199 Chief Executive Adviser and The Berkeley
Officer(1)(2) Financial Group ("The
Berkeley Group"); Chairman,
NM Capital Management, Inc.
("NM Capital"); John Hancock
Advisers International Limited
("Advisers International");
John Hancock Funds, Inc.;
John Hancock Investor
Services Corporation
("Investor Services"); and
Sovereign Asset Management
Corporation ("SAMCorp");
(hereinafter the Adviser, the
Berkeley Group, NM Capital,
Advisers International, John
Hancock Funds, Inc., Investor
Services and SAMCorp are
collectively referred to as the
</TABLE>
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<PAGE> 212
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
- ---------------- -------------- ----------------------
<S> <C> <C>
"Affiliated Companies");
Chairman, First Signature
Bank & Trust; Director, John
Hancock Freedom Securities
Corporation, John Hancock
Capital Corporation, New
England/Canada Business
Council; Member, Investment
Company Institute Board of
Governors; Trustee, Museum
of Science; President, the
Adviser (until July 1992);
Trustee or Director of other
investment companies
managed by the Adviser; and
Chairman, John Hancock
Distributors, Inc. (until April,
1994).
James F. Carlin Trustee Chairman and CEO, Carlin
233 West Central Street Consolidated, Inc. (insurance);
Natick, MA 01760 Director, Arbella Mutual
Insurance Company
(insurance), Consolidated
Group Trust (group health
plan), Carlin Insurance
Agency, Inc. and West
Insurance Agency, Inc.;
Receiver, the City of Chelsea
(until August 1992); and
Trustee or Director of other
investment companies
managed by the Adviser.
William H. Cunningham Trustee Chancellor, University of
601 Colorado Street Texas System and former
O'Henry Hall President of the University of
Austin, TX 78701 Texas, Austin, Texas; Regents
Chair in Higher Education
Leadership; James L. Bayless
Chair for Free Enterprise;
Professor of Marketing and
Dean College of Business
Administration/Graduate
School of Business
(1983-1985); Centennial Chair
in Business Education
Leadership, 1983-1985;
Director, LaQuinta Motor Inns,
Inc. (hotel management
</TABLE>
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<PAGE> 213
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
- ---------------- -------------- ----------------------
<S> <C> <C>
company); Director,
Jefferson-Pilot Corporation
(diversified life insurance
company); Director,
Freeport-McMoran Inc. (oil
and gas company); Director,
Barton Creek Properties, Inc.
(1988-1990) (real estate
development) and LBJ
Foundation Board (education
foundation); and Advisory
Director, Texas Commerce
Bank - Austin.
Charles L. Ladner Trustee(3) Director, Energy North, Inc.
UGI Corporation (public utility holding
460 North Gulph Road company); Senior Vice
King of Prussia, PA 19406 President, Finance UGI Corp.
(public utility holding
company) (until 1992); and
Trustee or Director of other
investment companies
managed by the Adviser.
Leo E. Linbeck, Jr. Trustee Chairman, President, Chief
3810 W. Alabama Executive Officer and
Houston, TX 77027 Director, Linbeck Corporation
(a holding company engaged
in various phases of the
construction industry and
warehousing interests);
Director and Chairman,
Federal Reserve Bank of
Dallas; Chairman of the Board
and Chief Executive Officer,
Linbeck Construction
Corporation; Director,
Panhandle Eastern Corporation
(a diversified energy
company); Director, Daniel
Industries, Inc. (manufacturer
of gas measuring products and
energy related equipment);
Director, GeoQuest
International, Inc. (a
geophysical consulting firm);
and Director, Greater Houston
Partnership.
</TABLE>
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<PAGE> 214
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
- ---------------- -------------- ----------------------
<S> <C> <C>
Patricia P. McCarter Trustee(3) Director and Secretary, the
Swedesford Road McCarter Corp. (machine
RD #3, Box 121 manufacturer); and Trustee or
Malvern, PA 19355 Director of other investment
companies managed by the
Adviser.
Steven R. Pruchansky Trustee(1)(3) Director and Treasurer, Mast
360 Horse Creek Drive, #208 Holdings, Inc.; Director,
Naples, FL 33942 First Signature Bank & Trust
Company (until August 1991);
General Partner, Mast Realty
Trust; President, Maxwell
Building Corp. (until 1991);
and Trustee or Director of
other investment companies
managed by the Adviser.
Norman H. Smith Trustee(3) Lieutenant General, USMC,
Rt. 1, Box 249 E Deputy Chief of Staff for
Linden, VA 22642 Manpower and Reserve
Affairs, Headquarters Marine
Corps; Commanding General
III Marine Expeditionary
Force/3rd Marine Division
(retired 1991); and Trustee or
Director of other investment
companies managed by the
Adviser.
John P. Toolan Trustee(3) Director, The Smith Barney
13 Chadwell Place Muni Bond Funds, The Smith
Morristown, NJ 07960 Barney Tax-Free Money Fund,
Inc., Vantage Money Market
Funds (mutual funds), The
Inefficient-Market Fund, Inc.
(closed-end investment
company) and Smith Barney
Trust Company of Florida;
Chairman, Smith Barney Trust
Company (retired December,
1991); Director, Smith Barney,
Inc., Mutual Management
Company and Smith, Barney
Advisers, Inc. (investment
advisers) (retired 1991); and
Senior Executive Vice
President, Director and
member of the Executive
</TABLE>
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<PAGE> 215
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
- ---------------- -------------- ----------------------
<S> <C> <C>
Committee, Smith Barney,
Harris Upham & Co.,
Incorporated (investment
bankers) (until 1991); and
Trustee or Director of other
investment companies
managed by the Adviser.
Robert G. Freedman* Vice Chairman President and Chief
101 Huntington Avenue and Chief Investment Officer, the
Boston, MA 02199 Investment Adviser.
Officer(2)
Anne C. Hodsdon* President(2) Executive Vice President, the
101 Huntington Avenue Adviser.
Boston, MA 02199
James B. Little* Senior Vice Senior Vice President,
101 Huntington Avenue President and the Adviser.
Boston, MA 02199 Chief Financial
Officer
Thomas H. Drohan* Senior Vice Senior Vice President and
101 Huntington Avenue President and Secretary, the Adviser.
Boston, MA 02199 Secretary
Michael P. DiCarlo* Senior Vice Senior Vice President, the
101 Huntington Avenue President(2) Adviser.
Boston, MA 02199
Edgar Larsen* Senior Vice Senior Vice President, the
101 Huntington Avenue President Adviser.
Boston, MA 02199
B.J. Willingham* Senior Vice Senior Vice President, the
101 Huntington Avenue President Adviser. Formerly, Director
Boston, MA 02199 and Chief Investment Officer
of Transamerica Fund
Management Company.
James J. Stokowski* Vice President Vice President, the Investment
101 Huntington Avenue and Treasurer Adviser.
Boston, MA 02199
Susan S. Newton* Vice President Vice President and Assistant
101 Huntington Avenue and Compliance Secretary, the Investment
Boston, MA 02199 Officer Adviser.
</TABLE>
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<PAGE> 216
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
- ---------------- -------------- ----------------------
<S> <C> <C>
John A. Morin* Vice President Vice President, the Investment
101 Huntington Avenue Adviser.
Boston, MA 02199
___________________
* An "interested person" of the Fund, as such term is defined in the 1940
Act.
(1) Member of the Executive Committee. Under the Trust's Declaration of
Trust, the Executive Committee may generally exercise most of the
powers of the Board of Directors.
(2) A Member of the Investment Committee of the Adviser.
(3) Member of the Audit Committee and the Committee on Administration.
(4) A Member of the Audit, Administration and Compensation Committees.
</TABLE>
All of the officers listed are officers or employees of the Adviser or
affiliated companies. Some of the Trustees and officers may also be officers
and/or directors and/or trustees of one or more of the other funds for which the
Adviser serves as investment adviser.
As of April 28, 1995, there were 64,412,919 shares of the Fund
outstanding and officers and Trustees of the Trust as a group beneficially owned
less than 1% of these outstanding shares. At such date, no person owned of
record or was known by the Fund to own beneficially as much as 5% of the
outstanding shares of the Fund.
As of December 22, 1994, the Trustees have established an Advisory Board
which acts to facilitate a smooth transition of management over a two-year
period (between Transamerica Fund Management Company ("TFMC"), the prior
investment adviser, and the Adviser). The members of the Advisory Board are
distinct from the Board of Trustees, do not serve the Fund in any other capacity
and are persons who have no power to determine what securities are purchased or
sold and behalf of the Fund. Each member of the Advisory Board may be contacted
at 101 Huntington Avenue, Boston, Massachusetts 02199.
Members of the Advisory Board and their respective principal occupations
during the past five years are as follows:
R. Trent Campbell, President, FMS, Inc. (financial and management services);
former Chairman of the Board, Mosher Steel Company.
Mrs. Lloyd Bentsen, Formerly National Democratic Committeewoman from Texas;
co-founder, Houston Parents' League; former board member of various civic
and cultural organizations in Houston, including the Houston Symphony,
Museum of Fine Arts and YWCA. Mrs. Bentsen is presently active in
various civic and cultural activities in the Washington, D.C. area,
including membership on the Area Board for The March of Dimes and is a
National Trustee for the Botanic Gardens of Washington, D. C.
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<PAGE> 217
Thomas R. Powers, Formerly Chairman of the Board, President and Chief
Executive Officer, TFMC; Director, West Central Advisory Board, Texas
Commerce Bank; Trustee, Memorial Hospital System; Chairman of the Board of
Regents of Baylor University; Member, Board of Governors, National
Association of Securities Dealers, Inc.; Formerly, Chairman, Investment
Company Institute; formerly, President, Houston Chapter of Financial
Executive Institute.
Thomas B. McDade, Chairman and Director, TransTexas Gas Company; Director,
Houston Industries and Houston Lighting and Power Company; Director,
TransAmerican Companies (natural gas producer and transportation); Member,
Board of Managers, Harris County Hospital District; Advisory Director,
Commercial State Bank, El Campo; Advisory Director, First National Bank of
Bryan; Advisory Director, Sterling Bancshares; Former Director and Vice
Chairman, Texas Commerce Bancshares; and Vice Chairman, Texas Commerce
Bank.
COMPENSATION OF THE BOARD OF TRUSTEES AND ADVISORY BOARD. Each
Independent Trustee receives an annual retainer of $44,000, a meeting fee of
$4,000 for each of the four regularly scheduled meetings held during the year
and a fee of $25 per day or actual travel expenses, whichever is greater. This
compensation is apportioned among the John Hancock funds, including the Fund, on
which such Trustees serve based on the net asset values of such funds. Advisory
Board Members receive from the John Hancock funds an annual retainer of $40,000
and a meeting fee of $7,000 for each of the two regularly scheduled meetings to
be held in 1995 and the one in 1996. For the fiscal year ended March 31, 1994,
the Trust paid Trustees' fees in the aggregate of $26,337 to all the Trustees
then serving as such.
INVESTMENT ADVISORY AND OTHER SERVICES
As described in the Prospectus, the Fund receives its investment advice
from the Adviser. Investors should refer to the Prospectus for a description of
certain information concerning the investment management contract. Each of the
Trustees and principal officers affiliated with the Trust who is also an
affiliated person of the Adviser is named above, together with the capacity in
which such person is affiliated with the Fund and the Adviser.
The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts
02199-7603, was organized in 1968 and currently has over $13 billion in assets
under management in its capacity as investment adviser to the Fund and the other
mutual funds and publicly traded investment companies in the John Hancock Fund
Complex having a combined total of over 800,000 shareholders. The Adviser is a
wholly-owned subsidiary of The Berkeley Financial Group, which is in turn a
wholly-owned subsidiary of John Hancock Subsidiaries, Inc., which is in turn a
wholly-owned subsidiary of the Life Company, one of the most recognized and
respected financial institutions in the nation. With total assets under
management of $80 billion, the Life Company is one of the ten largest life
insurance companies in the United States, and carries Standard & Poor's and A.M.
Best's highest ratings. Founded in 1862, the Life Company has been serving
clients for over 130 years.
As described in the Prospectus under the caption "Organization and
Management of the Fund," the Trust, on behalf of the Fund, has entered into an
investment management contract with the Adviser. Under the investment
management contract, the Adviser provides the Fund with (i) a continuous
investment program, consistent with the Fund's stated investment objective and
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<PAGE> 218
policies, (ii) supervision of all aspects of the Fund's operations except those
that are delegated to a custodian, transfer agent or other agent and (iii) such
executive, administrative and clerical personnel, officers and equipment as are
necessary for the conduct of its business. The Adviser is responsible for the
day-to-day management of the Fund's portfolio assets.
No person other than the Adviser and its directors and employees
regularly furnishes advice to the Fund with respect to the desirability of the
Fund investing in, purchasing or selling securities. The Adviser may from time
to time receive statistical or other similar factual information, and
information regarding general economic factors and trends, from the Life Company
and its affiliates.
Under the terms of the investment management contract with the Fund, the
Adviser provides the Fund with office space, equipment and supplies and other
facilities and personnel required for the business of the Fund. The Adviser
pays the compensation of all officers and employees of the Trust and pays the
expenses of clerical services relating to the administration of the Fund. All
expenses which are not specifically paid by the Adviser and which are incurred
in the operation of the Fund including, but not limited to, (i) the fees of the
Trustees of the Trust who are not "interested persons," as such term is defined
in the 1940 Act (the "Independent Trustees"), (ii) the fees of the members of
the Trust's Advisory Board (described above) and (iii) the continuous public
offering of the shares of the Fund are borne by the Fund. Subject to the
conditions set forth in a private letter ruling that the Fund has received from
the Internal Revenue Service relating to its multiple-class structure, class
expenses properly allocable to any Class A or Class B shares will be borne
exclusively by such class of shares.
As provided by the investment management contract, the Fund pays the
Adviser an investment management fee, which is accrued daily and paid monthly in
arrears, at a stated percentage of the Fund's average daily net asset value as
described in the Prospectus. See "Organization and Management of the Fund" in
the Prospectus.
The Adviser may voluntarily and temporarily reduce its advisory fee or
make other arrangements to limit the Fund's expenses to a specified percentage
of average daily net assets. The Adviser retains the right to re-impose the
advisory fee and recover any other payments to the extent that, at the end of
any fiscal year, the Fund's annual expenses fall below this limit.
In the event normal operating expenses of the Fund, exclusive of certain
expenses prescribed by state law, are in excess of any state limit where the
Fund is registered to sell shares of beneficial interest, the fee payable to the
Adviser will be reduced to the extent of such excess and the Adviser will make
any additional arrangements necessary to eliminate any remaining excess
expenses. Currently, the most restrictive limit applicable to the Fund is 2.5%
of the first $30,000,000 of the Fund's average daily net asset value, 2% of the
next $70,000,000 and 1.5% of the remaining average daily net asset value.
Pursuant to the investment management contract, the Adviser is not
liable to the Fund or its shareholders for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
such contracts relate, except a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Adviser in the performance of its
duties or from its reckless disregard of the obligations and duties under the
contract.
The initial term of the investment management contract expires on
December 22, 1996 and will continue in effect from year to year thereafter if
approved annually by a vote of a majority of
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<PAGE> 219
the Independent Trustees of the Trust, cast in person at a meeting called for
the purpose of voting on such approval, and by either a majority of the
Trustees or the holders of a majority of the Fund's outstanding voting
securities. The management contract may, on 60 days' written notice, be
terminated at any time without the payment of any penalty by the Fund by vote
of a majority of the outstanding voting securities of the Fund, by the Trustees
or by the Adviser. The management contract terminates automatically in the
event of its assignment.
Securities held by the Fund may also be held by other funds or
investment advisory clients for which the Adviser or its affiliates provide
investment advice. Because of different investment objectives or other factors,
a particular security may be bought for one or more funds or clients when one or
more are selling the same security. If opportunities for the purchase or sale
of securities by the Adviser or for other funds or clients for which the Adviser
renders investment advice arise for consideration at or about the same time,
transactions in such securities will be made, insofar as feasible, for the
respective funds or clients in a manner deemed equitable to all of them. To the
extent that transactions on behalf of more than one client of the Adviser, or
its affiliates may increase the demand for securities being purchased or the
supply of securities being sold, there may be an adverse effect on price.
Under the investment management contract, the Fund may use the name
"John Hancock" or any name derived from or similar to it only for so long as the
investment management contract or any extension, renewal or amendment thereof
remains in effect. If the Fund's investment management contract is no longer in
effect, the Fund (to the extent that it lawfully can) will cease to use such
name or any other name indicating that it is advised by or otherwise connected
with the Adviser. In addition, the Adviser or the Life Company may grant the
non-exclusive right to use the name "John Hancock" or any similar name to any
other corporation or entity, including but not limited to any investment company
of which the Life Company or any subsidiary or affiliate thereof or any
successor to the business of any subsidiary or affiliate thereof shall be the
investment adviser.
For the fiscal years ended March 31, 1992, 1993 and 1994 advisory fees
payable by the Fund to TFMC, the Fund's former investment adviser, amounted to
$4,658,890, $4,592,951 and $4,328,830, respectively.
ADMINISTRATIVE SERVICES AGREEMENT. The Trust, on behalf of the Fund was
a party to an administrative services agreement with TFMC (the "Services
Agreement"), pursuant to which TFMC performed bookkeeping and accounting
services and functions, including preparing and maintaining various accounting
books, records and other documents and keeping such general ledgers and
portfolio accounts as are reasonably necessary for the operation of the Fund.
Other administrative services included communications in response to shareholder
inquiries and certain printing expenses of various financial reports. In
addition, such staff and office space, facilities and equipment was provided as
necessary to provide administrative services to the Fund. The Services
Agreement was amended in connection with the appointment of the Adviser as
adviser to the Fund to permit services under the Agreement to be provided to the
Fund by the Adviser and its affiliates. The Services Agreement was terminated
during the current fiscal year.
For the fiscal years ended December 31, 1992, 1993 and 1994, the Fund
paid to TFMC (pursuant to the Services Agreement) $463,949, $413,900 and
$329,407 of which $393,167, $351,165 and $278,168, respectively, was paid to
TFMC and $70,782, $62,735 and $51,239, respectively, was paid for certain data
processing and pricing information services.
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<PAGE> 220
DISTRIBUTION CONTRACT
DISTRIBUTION CONTRACT. As discussed in the Prospectus, the Fund's
shares are sold on a continuous basis at the public offering price. John
Hancock Funds, a wholly-owned subsidiary of the Adviser, has the exclusive
right, pursuant to the Distribution Contract dated December 22, 1994 (the
"Distribution Contract"), to purchase shares from the Fund at net asset value
for resale to the public or to broker-dealers at the public offering price.
Upon notice to all broker-dealers ("Selling Brokers") with whom it has sales
agreements, John Hancock Funds may allow such Selling Brokers up to the full
applicable sales charge during periods specified in such notice. During these
periods, such Selling Brokers may be deemed to be underwriters as that term is
defined in the Securities Act of 1933.
The Distribution Contract was initially adopted by the affirmative vote
of the Fund's Board of Trustees including the vote of a majority of the
Independent Trustees, cast in person at a meeting called for such purpose. The
Distribution Contract shall continue in effect until December 22, 1995 and from
year to year thereafter if approved by either the vote of the Fund's
shareholders or the Board of Trustees including the vote of a majority of the
Independent Trustees, cast in person at a meeting called for such purpose. The
Distribution Contract may be terminated at any time, without penalty, by either
party upon sixty (60) days' written notice or by a vote of a majority of the
outstanding voting securities of the Fund and terminates automatically in the
case of an assignment by John Hancock Funds.
Total underwriting commissions for sales of the Fund's Class A shares
for the fiscal years ended December 31, 1992, 1993 and 1994, respectively, were
$2,116,575, $3,075,865 and $1,521,866, respectively. Of such amounts $257,755,
$234,687 and $173,929, respectively, was retained by the Fund's former
distributor, Transamerica Fund Distributors, Inc. and the remainder was
reallowed to dealers.
DISTRIBUTION PLAN. The Board of Trustees, including the Independent
Trustees of the Trust, approved new distribution plans pursuant to Rule 12b-1
under the 1940 Act for Class A shares ("Class A Plan") and Class B shares
("Class B Plan"). Such Plans were approved by a majority of the outstanding
shares of each respective class on December 16, 1994 and became effective on
December 22, 1994.
Under the Class A Plan, the distribution or service fee will not exceed
an annual rate of 0.25% of the average daily net asset value of the Class A
shares of the Fund (determined in accordance with the Fund's Prospectus as from
time to time in effect). Any expenses under the Class A Plan not reimbursed
within 12 months of being presented to the Fund for repayment are forfeited and
are not carried over to future years. Under the Class B Plan, the distribution
or service fee to be paid by the Fund will not exceed an annual rate of 1.00% of
the average daily net assets of the Class B shares of the Fund (determined in
accordance with the Fund's Prospectus as from time to time in effect); provided
that the portion of such fee used to cover Service Expenses (described below)
shall not exceed an annual rate of 0.25% of the average daily net asset value of
the Class B shares of the Fund. Under the Class B Plan, the fee covers the
Distribution and Service Expenses (described below) and interest expenses on
unreimbursed distribution expenses. In accordance with generally accepted
accounting principles, the Fund does not treat unreimbursed distribution
expenses attributable to Class B shares as a liability of the Fund and does not
reduce the current net assets of Class B by such amount, although the amount may
be payable under the Class B Plan in the future.
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<PAGE> 221
Under the Plans, expenditures shall be calculated and accrued daily and
paid monthly or at such other intervals as the Trustees shall determine. The
fee may be spent by John Hancock Funds on Distribution Expenses or Service
Expenses. "Distribution Expenses" include any activities or expenses primarily
intended to result in the sale of shares of the relevant class of the Fund,
including, but not limited to: (i) initial and ongoing sales compensation
payable out of such fee as such compensation is received by John Hancock Funds
or by Selling Brokers, (ii) direct out-of-pocket expenses incurred in connection
with the distribution of shares, including expenses related to printing of
prospectuses and reports; (iii) preparation, printing and distribution of sales
literature and advertising material; (iv) an allocation of overhead and other
branch office expenses of John Hancock Funds related to the distribution of Fund
shares (v) distribution expenses that were incurred by the Fund's former
distributor and not recovered through payments under the Class A or Class B
former plans or through receipt of contingent deferred sales charges; and (vi)
in the event that any other investment company (the "Acquired Fund") sells all
or substantially all of its assets to, merges with or otherwise engages in a
combination with the Fund, distribution expenses originally incurred in
connection with the distribution of the Acquired Fund's shares. Service
Expenses under the Plans include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of John Hancock
Funds) and others who furnish personal and shareholder account maintenance
services to shareholders of the relevant class of the Fund.
During the fiscal year ended March 31, 1994, total payments made by the
Fund under the former Class A Rule 12b-1 plan to the former distributor amounted
to $1,649,416, and of such amount $1,248,411, $216,786, $21,866, $43,127 and
$119,226 represented payments for (1) the cost of printing and distribution
prospectuses and financial reports to investors, (2) various sales literature,
(3) advertising expenses, (4) distribution and/or administrative services and
(5) service fees, respectively.
No Class B shares were outstanding during the fiscal year ended March
31, 1994 and, accordingly, no payments were made under the former Class B Rule
12b-1 plan during such period.
Each of the Plans provides that it will continue in effect only as long
as its continuance is approved at least annually by a majority of both the
Trustees and the Independent Trustees. Each of the Plans provides that it may
be terminated (a) at any time by vote of a majority of the Trustees, a majority
of the Independent Trustees, or a majority of the respective Class' outstanding
voting securities or (b) by John Hancock Funds on 60 days' notice in writing to
the Fund. Each of the Plans further provides that it may not be amended to
increase the maximum amount of the fees for the services described therein
without the approval of a majority of the outstanding shares of the class of the
Fund which has voting rights with respect to the Plan. Each of the Plans
provides that no material amendment to the Plan will, in any event, be effective
unless it is approved by a majority vote of the Trustees and the Independent
Trustees of the Trust. The holders of Class A shares and Class B shares have
exclusive voting rights with respect to the Plan applicable to their respective
class of shares. In adopting the Plans, the Board of Trustees has determined
that, in its judgment, there is a reasonable likelihood that each Plan will
benefit the holders of the applicable class of shares of the Fund.
Information regarding the services rendered under the Plans and the
Distribution Contract and the amounts paid therefore by the respective Class of
the Fund are provided to, and reviewed by, the Board of Trustees on a quarterly
basis. In its quarterly review, the Board of Trustees
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<PAGE> 222
considers the continued appropriateness of the Plans and the Distribution
Contract and the level of compensation provided therein.
When the Fund seeks an Independent Trustee to fill a vacancy or as a
nominee for election by shareholders, the selection or nomination of the
Independent Trustee is, under resolutions adopted by the Trustees
contemporaneously with their adoption of the Plans, committed to the discretion
of the Committee on Administration of the Trustees. The members of the
Committee on Administration are all Independent Trustees and identified in this
Statement of Additional Information under the heading "Those Responsible for
Management."
NET ASSET VALUE
For purposes of calculating the net asset value ("NAV") of the Fund's
shares, the following procedures are utilized wherever applicable.
Debt investment securities are valued on the basis of valuations
furnished by a principal market maker or a pricing service, both of which
generally utilize electronic data processing techniques to determine valuations
for normal institutional size trading units of debt securities without exclusive
reliance upon quoted prices.
Short-term debt investments which have a remaining maturity of 60 days
or less are generally valued at amortized cost, which the Trustees have
determined approximates market value. If market quotations are not readily
available or if in the opinion of the Adviser any quotation or price is not
representative of true market value, the fair value of the security may be
determined in good faith in accordance with procedures approved by the Trustees.
The Fund will not price its securities on the following national
holidays: New Year's Day; Presidents' Day; Good Friday; Memorial Day;
Independence Day; Labor Day; Thanksgiving Day; and Christmas Day.
INITIAL SALES CHARGE ON CLASS A SHARES
The sales charges applicable to purchases of Class A shares of the Fund
are described in the Fund's Class A and Class B Prospectus. Methods of
obtaining reduced sales charges referred to generally in the Prospectus are
described in detail below. In calculating the sales charge applicable to
current purchases of Class A shares, the investor is entitled to cumulate
current purchases with the greater of the current value (at offering price) of
the Class A shares of the Fund, or if Investor Services is notified by the
investor's dealer or the investor at the time of the purchase, the cost of the
Class A shares owned.
COMBINED PURCHASES. In calculating the sales charge applicable to
purchases of Class A shares made at one time, the purchases will be combined if
made by (a) an individual, his or her spouse and their children under the age of
21 purchasing securities for his or her own account, (b) a trustee or other
fiduciary purchasing for a single trust, estate or fiduciary account and (c)
certain groups of four or more individuals making use of salary deductions or
similar group methods of payment whose funds are combined for the purchase of
mutual fund shares. Further information about combined purchases, including
certain restrictions on combined group purchases, is available from Investor
Services or a Selling Broker's representative.
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WITHOUT SALES CHARGE. As described in the Prospectus, Class A shares of
the Fund may be sold without a sales charge to certain persons described in the
Prospectus.
ACCUMULATION PRIVILEGE. Investors (including investors combining
purchases) who are already Class A shareholders may also obtain the benefit of
the reduced sales charge by taking into account not only the amount then being
invested but also the purchase price or value of the Class A shares already held
by such person.
COMBINATION PRIVILEGE. Reduced sales charges (according to the schedule
set forth in the Class A and Class B Prospectus) also are available to an
investor based on the aggregate amount of his concurrent and prior investments
in Class A shares of the Fund and shares of all other John Hancock funds which
carry a sales charge.
LETTER OF INTENTION. The reduced sales loads are also applicable to
investments made over a specified period pursuant to a Letter of Intention
(LOI), which should be read carefully prior to its execution by an investor.
The Fund offers two options regarding the specified period for making
investments under the LOI. All investors have the option of making their
investments over a period of thirteen (13) months. Investors who are using the
Fund as a funding medium for a qualified retirement plan, however, may opt to
make the necessary investments called for by the LOI over a forty-eight (48)
month period. These qualified retirement plans include IRAs, SEP, SARSEP, TSA,
401(k) plans, TSA plans and 457 plans. Such an investment (including
accumulations and combinations) must aggregate $50,000 or more invested during
the specified period from the date of the LOI or from a date within ninety (90)
days prior thereto, upon written request to Investor Services. The sales charge
applicable to all amounts invested under the LOI is computed as if the aggregate
amount intended to be invested had been invested immediately. If such aggregate
amount is not actually invested, the difference in the sales charge actually
paid and the sales charge payable had the LOI not been in effect is due from the
investor. However, for the purchases actually made with the specified period
(either 13 or 48 months), the sales charge applicable will not be higher than
that which would have been applied (including accumulations and combinations)
had the LOI been for the amount actually invested.
The LOI authorizes Investor Services to hold in escrow sufficient Class
A shares (approximately 5% of the aggregate) to make up any difference in sales
charges on the amount intended to be invested and the amount actually invested,
until such investment is completed within the specified period, at which time
the escrow shares will be released. If the total investment specified in the
LOI is not completed, the Class A shares held in escrow may be redeemed and the
proceeds used as required to pay such sales charge as may be due. By signing
the LOI, the investor authorizes Investor Services to act as his
attorney-in-fact to redeem any escrow shares and adjust the sales charge, if
necessary. A LOI does not constitute a binding commitment by an investor to
purchase, or by the Fund to sell, any additional shares and may be terminated at
any time.
DEFERRED SALES CHARGE ON CLASS B SHARES
Investments in Class B shares are purchased at net asset value per share
without the imposition of a sales charge so that the Fund will receive the full
amount of the purchase payment.
CONTINGENT DEFERRED SALES CHARGE. Class B shares which are redeemed
within six years of purchase will be subject to a contingent deferred sales
charge ("CDSC") at the rates set forth in
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the Class A and Class B Prospectus as a percentage of the dollar amount subject
to the CDSC. The charge will be assessed on an amount equal to the lesser of the
current market value or the original purchase cost of the Class B shares
being redeemed. Accordingly, no CDSC will be imposed on increases in account
value above the initial purchase prices, including Class B shares derived from
reinvestment of dividends or capital gains distributions.
The amount of the CDSC, if any, will vary depending on the number of
years from the time of payment for the purchase of Class B shares until the time
of redemption of such shares. Solely for purposes of determining the number of
years from the time of any payment for the purchases of shares, all payments
during a month will be aggregated and deemed to have been made on the last day
of the month.
Proceeds from the CDSC are paid to John Hancock Funds and are used in
whole or in part by John Hancock Funds to defray its expenses related to
providing distribution-related services to the Fund in connection with the sale
of the Class B shares, such as the payment of compensation to select Selling
Brokers for selling Class B shares. The combination of the CDSC and the
distribution and service fees facilitates the ability of the Fund to sell the
Class B shares without a sales charge being deducted at the time of the
purchase. See the Class A and Class B Prospectus for additional information
regarding the CDSC.
SPECIAL REDEMPTIONS
Although it would not normally do so, the Fund has the right to pay the
redemption price of shares of the Fund in whole or in part in portfolio
securities as prescribed the Trustees. When the shareholder sells portfolio
securities received in this fashion, he would incur a brokerage charge. Any
such securities would be valued for the purposes of making such payment at the
same value as used in determining net asset value. The Fund has elected to be
governed by Rule 18f-1 under the 1940 Act, pursuant to which the Fund is
obligated to redeem shares solely in cash up to the lesser of $250,000 or 1% of
the net asset value of the Fund during any 90 day period for any one account.
ADDITIONAL SERVICES AND PROGRAMS
EXCHANGE PRIVILEGE. As described more fully in the Prospectus, the Fund
permits exchanges of shares of any class of the Fund for shares of the same
class in any other John Hancock fund offering that class.
SYSTEMATIC WITHDRAWAL PLAN. As described briefly in the Class A and
Class B Prospectus, the Fund permits the establishment of a Systematic
Withdrawal Plan. Payments under this plan represent proceeds arising from the
redemption of Fund shares. Since the redemption price of Fund shares may be
more or less than the shareholder's cost, depending upon the market value of the
securities owned by the Fund at the time of redemption, the distribution of cash
pursuant to this plan may result in realization of gain or loss for purposes of
Federal, state and local income taxes. The maintenance of a Systematic
Withdrawal Plan concurrently with purchases of additional Class A or Class B
shares of the Fund could be disadvantageous to a shareholder because of the
initial sales charge payable on such purchases of Class A shares and the CDSC
imposed on redemptions of Class B shares and because redemptions are taxable
events. Therefore, a shareholder should not purchase Fund shares at the same
time as a Systematic
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Withdrawal Plan is in effect. The Fund reserves the right to modify or
discontinue the Systematic Withdrawal Plan of any shareholder on 30 days'
prior written notice to such shareholder, or to discontinue the availability of
such plan in the future. The shareholder may terminate the plan at any time by
giving proper notice to Investor Services.
MONTHLY AUTOMATIC ACCUMULATION PROGRAM ("MAAP"). This program is
explained fully in the Fund's Class A and Class B Prospectus and the Account
Privileges Application. The program, as it relates to automatic investment
checks, is subject to the following conditions:
The investments will be drawn on or about the day of the month
indicated.
The privilege of making investments through the Monthly Automatic
Accumulation Program may be revoked by Investor Services without prior notice if
any investment is not honored by the shareholder's bank. The bank shall be
under no obligation to notify the shareholder as to the non-payment of any
check.
The program may be discontinued by the shareholder either by calling
Investor Services or upon written notice to Investor Services which is received
at least five (5) business days prior to the due date of any investment.
REINVESTMENT PRIVILEGE. A shareholder who has redeemed Fund shares may,
within 120 days after the date of redemption, reinvest without payment of a
sales charge any part of the redemption proceeds in shares of the same class of
the Fund or another John Hancock mutual fund, subject to the minimum investment
limit in that fund. The proceeds from the redemption of Class A shares may be
reinvested at net asset value without paying a sales charge in Class A shares of
the Fund or in Class A shares of another John Hancock mutual fund. If a CDSC
was paid upon a redemption, a shareholder may reinvest the proceeds from that
redemption at net asset value in additional shares of the class from which the
redemption was made. The shareholder's account will be credited with the amount
of any CDSC charged upon the prior redemption and the new shares will continue
to be subject to the CDSC. The holding period of the shares acquired through
reinvestment will, for purposes of computing the CDSC payable upon a subsequent
redemption, include the holding period of the redeemed shares. The Fund may
modify or terminate the reinvestment privilege at any time.
A redemption or exchange of Fund shares is a taxable transaction for
Federal income tax purposes even if the reinvestment privilege is exercised, and
any gain or loss realized by a shareholder on the redemption or other
disposition of Fund shares will be treated for tax purposes as described under
the caption "Tax Status."
DESCRIPTION OF THE TRUST'S SHARES
Ownership in the Fund is represented by transferable shares of
beneficial interest. The Declaration of Trust permits the Trustees to create an
unlimited number of series and classes of shares of the Trust and, with respect
to each series and class, to issue an unlimited number of full or fractional
shares and to divide or combine the shares into a greater or lesser number of
shares without thereby changing the proportionate beneficial interests of the
series.
Each share of each series or class of the Trust represents an equal
proportionate interest with each other in that series or class, none having
priority or preference over other shares of the
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same series or class. The interest of investors in the various series or
classes of the Trust is separate and distinct. All consideration received for
the sales of shares of a particular series or class of the Trust, all assets in
which such consideration is invested and all income, earnings and profits
derived from such investments will be allocated to and belong to that series or
class. As such, each such share is entitled to dividends and distributions
out of the net income belonging to that series or class as declared by the Board
of Trustees. Shares of the Trust have a par value of $0.01 per share. The
assets of each series are segregated on the Trust's books and are charged with
the liabilities of that series and with a share of the Trust's general
liabilities. The Board of Trustees determines those assets and liabilities
deemed to be general assets or liabilities of the Trust, and these items are
allocated among each series in proportion to the relative total net assets of
each series. In the unlikely event that the liabilities allocable to a series
exceed the assets of that series, all or a portion of such liabilities may have
to be borne by the other series.
Pursuant to the Declaration of Trust, the Trustees have established six
series of shares, including the Fund, and may authorize the creation of
additional series of shares (the proceeds of which would be invested in
separate, independently managed portfolios) and additional classes within any
series (which would be used to distinguish among the rights of different
categories of shareholders, as might be required by future regulations or other
unforeseen circumstances). The five other series of Trust are John Hancock
Intermediate Government Trust, John Hancock Adjustable U.S. Government Trust,
John Hancock Investment Quality Bond Fund, John Hancock U.S. Government Trust
and John Hancock Adjustable U.S. Government Fund. As of the date of this
Statement of Additional Information, the Trustees have authorized the issuance
of two classes of shares of the Fund, designated as Class A and Class B. Class
A and Class B shares of the Fund represent an equal proportionate interest in
the aggregate net asset values attributable to that class of the Fund. Holders
of Class A shares and Class B shares each have certain exclusive voting rights
on matters relating to the Class A Plan and the Class B Plan, respectively. The
different classes of the Fund may bear different expenses relating to the cost
of holding shareholder meetings necessitated by the exclusive voting rights of
any class of shares.
Dividends paid by the Fund, if any, with respect to each class of shares
will be calculated in the same manner, at the same time and on the same day and
will be in the same amount, except for differences caused by the fact that (i)
the distribution and service fees relating to Class A and Class B shares will be
borne exclusively by that Class, (ii) Class B shares will pay higher
distribution and service fees than Class A shares and (iii) each of Class A
shares and Class B shares will bear any class expenses properly allocable to
such class of shares, subject to the conditions set forth in a private letter
ruling that the Fund has received from the Internal Revenue Service relating to
its multiple-class structure. Accordingly, the net asset value per share may
vary depending whether Class A shares or Class B shares are purchased.
VOTING RIGHTS. Shareholders are entitled to a full vote for each full
share held. The Trustees themselves have the power to alter the number and the
terms of office of Trustees, and they may at any time lengthen their own terms
or make their terms of unlimited duration (subject to certain removal
procedures) and appoint their own successors, provided that at all times at
least a majority of the Trustees have been elected by shareholders. The voting
rights of shareholders are not cumulative, so that holders of more than 50% of
the shares voting can, if they choose, elect all Trustees being voted upon,
while the holders of the remaining shares would be unable to elect any
Trustees. Although the Trust need not hold annual meetings of shareholders,
the Trustees may call special meetings of shareholders for action by
shareholder vote as may be required by the 1940 Act or the Declaration of
Trust. Also, a shareholders' meeting must be called if so requested in writing
by the holders of record of 10% or more of the outstanding shares of the Trust.
In
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addition, the Trustees may be removed by the action of the holders of record of
two-thirds or more of the outstanding shares.
SHAREHOLDER LIABILITY. The Declaration of Trust provides that no
Trustee, officer, employee or agent of the Trust is liable to the Trust or any
series or to a shareholder, nor is any Trustee, officer, employee or agent
liable to any third persons in connection with the affairs of the Trust, except
as such liability may arise from his or its own bad faith, willful misfeasance,
gross negligence or reckless disregard of his duties. It also provides that all
third persons shall look solely to the particular series' property for
satisfaction of claims arising in connection with the affairs of that series.
With the exceptions stated, the Declaration of Trust provides that a Trustee,
officer, employee or agent is entitled to be indemnified against all liability
in connection with the affairs of the Trust.
As a Massachusetts business trust, the Trust is not required to issue
share certificates. The Trust shall continue without limitation of time subject
to the provisions in the Declaration of Trust concerning termination by action
of the shareholders.
Under Massachusetts law, shareholders of a Massachusetts business trust
could, under certain circumstances, be held personally liable for acts or
obligations of the trust. However, the Trust's Declaration of Trust contains an
express disclaimer of shareholder liability for acts, obligations and affairs of
the Trust. The Declaration of Trust also provides for indemnification out of
the Trust's assets for all losses and expenses of any shareholder held
personally liable by reason of being or having been a shareholder. Liability is
therefore limited to circumstances in which the Trust itself would be unable to
meet its obligations, and the possibility of this occurrence is remote.
TAX STATUS
The Fund is treated as a separated entity for accounting and tax
purposes. The Fund has qualified and elected to be treated as a "regulated
investment company" under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), and intends to continue to so qualify in the future. As
such and by complying with the applicable provisions of the Code regarding the
sources of its income, the timing of its distributions, and the diversification
of its assets, the Fund will not be subject to Federal income tax on its net
income (including net short-term and long-term capital gains) which is
distributed to shareholders at least annually in accordance with the timing
requirements of the Code.
The Fund will be subject to a 4% non-deductible Federal excise tax on
certain amounts not distributed (and not treated as having been distributed) on
a timely basis in accordance with annual minimum distribution requirements. The
Fund intends under normal circumstances to avoid liability for such tax by
satisfying such distribution requirements.
Distributions from the Fund's current or accumulated earnings and
profits ("E&P"), as computed for Federal income tax purposes, will be taxable
as described in the Fund's Prospectus whether taken in shares or in cash.
Distributions, if any, in excess of E&P will constitute a return of capital,
which will first reduce an investor's tax basis in Fund shares and thereafter
(after such basis is reduced to zero) will generally give rise to capital
gains. Shareholders electing to receive distributions in the form of
additional shares will have a cost basis for Federal income tax
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purposes in each share so received equal to the amount of cash they would have
received had they elected to receive the distributions in cash, divided by
the number of shares received.
The amount of the Fund's net short-term and long-term capital gains, if
any, in any given year will vary depending upon the Adviser's current investment
strategy and whether the Adviser believes it to be in the best interest of the
Fund to dispose of portfolio securities or enter into options or futures
transactions that will generate capital gains. At the time of an investor's
purchase of Fund shares, a portion of the purchase price is often attributable
to realized or unrealized appreciation in the Fund's portfolio. Consequently,
subsequent distributions from such appreciation may be taxable to such investor
even if the net asset value of the investor's shares is, as a result of the
distributions, reduced below the investor's cost for such shares, and the
distributions in reality represent a return of a portion of the purchase price.
Upon a redemption of shares of the Fund (including by exercise of the
exchange privilege) a shareholder may realize a taxable gain or loss depending
upon his basis in his shares. Such gain or loss will be treated as capital gain
or loss if the shares are capital assets in the shareholder's hands and will be
long-term or short-term, depending upon the shareholder's tax holding period for
the shares. A sales charge paid in purchasing Class A shares of the Fund cannot
be taken into account for purposes of determining gain or loss on the redemption
or exchange of such shares within 90 days after their purchase to the extent
shares of the Fund or another John Hancock Fund are subsequently acquired
without payment of a sales charge pursuant to the reinvestment or exchange
privilege. Such disregarded load will result in an increase in the
shareholder's tax basis in the shares subsequently acquired. Also, any loss
realized on a redemption or exchange may be disallowed to the extent the shares
disposed of are replaced with other shares of the Fund within a period of 61
days beginning 30 days before and ending 30 days after the shares are disposed
of, such as pursuant to the Dividend Reinvestment Plan. In such a case, the
basis of the shares acquired will be adjusted to reflect the disallowed loss.
Any loss realized upon the redemption of shares with a tax holding period of six
months or less will be treated as a long-term capital loss to the extent of any
amounts treated as distributions of long-term capital gain with respect to such
shares.
Although its present intention is to distribute all net short-term and
long-term capital gains, if any, the Fund reserves the right to retain and
reinvest all or any portion of its "net capital gain," which is the excess, as
computed for Federal income tax purposes, of net long-term capital gain over net
short-term capital loss in any year. The Fund will not in any event distribute
net long- term capital gain realized in any year to the extent that a capital
loss is carried forward from prior years against such gain. To the extent such
excess was retained and not exhausted by the carryforward of prior years'
capital losses, it would be subject to Federal income tax in the hands of the
Fund. Each shareholder would be treated for Federal income tax purposes as if
the Fund had distributed to him on the last day of its taxable year his pro rata
share of such excess, and he had paid his pro rata share of the taxes paid by
the Fund and reinvested the remainder in the Fund. Accordingly, each shareholder
would (a) include his pro rata share of such excess as long-term capital gain
income in his return for his taxable year in which the last day of the Fund's
taxable year falls, (b) be entitled either to a tax credit on his return for, or
to a refund of, his pro rata share of the taxes paid by the Fund, and (c) be
entitled to increase the adjusted tax basis for his shares in the Fund by the
difference between his pro rata share of such excess and his pro rata share of
such taxes.
For Federal income tax purposes, the Fund is generally permitted to
carry forward a net capital loss in any year to offset its net capital gains, if
any, during the eight years following the
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year of the loss. To the extent subsequent net capital gains are offset by such
losses, they would not result in Federal income tax liability to the Fund and,
as noted above, would not be distributed as such to shareholders. The
Fund has approximately $374,806,948 of capital loss carry forwards available to
offset future net capital gains, which carryforwards expire as follows:
$231,879,672 in 1996, $50,265,256 in 1997, $19,146,203 in 1998, $6,921,927 in
1999 and $66,593,890 in 2002.
Dividends, including capital gain distributions, paid by the Fund to its
corporate shareholders will not qualify for the corporate dividends received
deduction in their hands.
If the Fund invests in certain PIKs zero coupon securities or certain
increasing rate securities (and, in general any other securities with original
issue discount or with market discount if the Fund elects to include accrued
market discount in income currently), the Fund must accrue income on such
investments prior to the receipt of the corresponding cash payments. However,
the Fund must distribute, at least annually, all or substantially all of its
net income, including such accrued income, to shareholders to qualify as a
regulated investment company under the Code and avoid Federal income and excise
taxes. Therefore, the Fund may have to dispose of its portfolio securities
under disadvantageous circumstances to generate cash, or may have to leverage
itself by borrowing the cash, to satisfy distribution requirements.
Different tax treatment, including penalties on certain excess
contributions and deferrals, ceratin pre-retirement and post-retirement
distributions and certain prohibited transactions, is accorded to accounts
maintained as qualified retirements plans. Shareholders should consult their
tax advisers for more information. The Fund may be required to account for its
transactions in dollar rolls in a manner that, under certain circumstances, may
limit the extent of its participation in such transactions.
Limitations imposed by the Code on regulated investment companies like
the Fund may restrict the Fund's ability to enter into futures and options
transactions.
Certain options and futures transactions undertaken by the Fund may
cause the Fund to recognize gains or losses from marking to market even though
its positions have not been sold or terminated and affect the character as
long-term or short-term and timing of some capital gains and losses realized by
the Fund. Also, certain of the Fund's losses on its transactions involving
options or futures contracts and/or offsetting portfolio positions may be
deferred rather than being taken into account currently in calculating the
Fund's taxable income or gains. These transactions may therefore affect the
amount, timing and character of the Fund's distributions to shareholders.
Certain of the applicable tax rules may be modified if the Fund is eligible and
chooses to make one or more of certain tax elections that may be available.
The Fund will take into account the special tax rules (including consideration
of available elections) applicable to options and futures contracts in order to
minimize any potential adverse tax consequences.
The foregoing discussion relates solely to U.S. Federal income tax law
as applicable to U.S. persons (i.e., U.S. citizens or residents and U.S.
domestic corporations, partnerships, trusts or estates) subject to tax under
such law. The discussion does not address special tax rules applicable to
certain classes of investors, such as tax-exempt entities, insurance companies,
and financial institutions. Dividends, capital gain distributions, and
ownership of or gains realized on the redemption (including an exchange) of
Fund shares may also be subject to state and local taxes. Shareholders should
consult their own tax advisers as to the Federal, state or local tax
consequences of ownership of shares of, and receipt of distributions from, the
Fund in their particular circumstances.
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Non-U.S. investors not engaged in a U.S. trade or business with which
their investment in the Fund is effectively connected will be subject to U.S.
Federal income tax treatment that is different from that described above.
These investors may be subject to nonresident alien withholding tax at the rate
of 30% (or a lower rate under an applicable tax treaty) on amounts treated as
ordinary dividends from the Fund and, unless an effective IRS Form W-8 or
authorized substitute is on file, to 31% backup withholding on certain other
payments from the Fund. Non- U.S. investors should consult their tax advisers
regarding such treatment and the application of foreign taxes to an investment
in the Fund.
The Fund is not subject to Massachusetts corporate excise or franchise
taxes. Provided that the Fund qualifies as a regulated investment company
under the Code, it will also not be required to pay any Massachusetts income
tax.
CALCULATION OF PERFORMANCE
For the 30-day period ended September 30, 1994, the annualized yield of
the Fund's Class A shares was 5.39%. The average annual total returns of the
Class A shares of the Fund for the one, five and life of the Fund (the Fund
commenced operations on December 31, 1984) periods ended September 30, 1994
were (9.54%), 6.60% and 7.38%, respectively. No Class B shares of the Fund
were outstanding as of September 30, 1994.
The Fund's yield is computed by dividing net investment income per
share determined for a 30-day period by the maximum offering price per share
(which includes the full sales charge) on the last day of the period, according
to the following standard formula:
Yield = 2 [(a-b + 1)6 -1]
---
cd
Where:
a= dividends and interest earned during the period.
b= net expenses accrued during the period.
c= the average daily number of fund shares outstanding during the
period that would be entitled to receive dividends.
d= the maximum offering price per share on the last day of the period
(NAV where applicable).
The Fund's total return is computed by finding the average annual
compounded rate of return over the 1-year, 5-year, and 10-year periods that
would equate the initial amount invested to the ending redeemable value
according to the following formula:
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ERV = P (1 + T)n
P= a hypothetical initial investment of $1,000.
T= average annual total return
n= number of years
ERV= ending redeemable value of a hypothetical $1,000 investment made
at the beginning of the designated period or fraction thereof.
In the case of Class A shares or Class B shares, this calculation
assumes the maximum sales charge is included in the initial investment or the
CDSC is applied at the end of the period. This calculation also assumes that
all dividends and distributions are reinvested at net asset value on the
reinvestment dates during the period. The "distribution rate" is determined by
annualizing the result of dividing the declared dividends of the Fund during
the period stated by the maximum offering price or net asset value at the end
of the period.
In addition to average annual total returns, the Fund may quote
unaveraged or cumulative total returns reflecting the simple change in value of
an investment over a stated period. Cumulative total returns may be quoted as a
percentage or as a dollar amount, and may be calculated for a single
investment, a series of investments, and/or a series of redemptions, over any
time period. Total returns may be quoted with or without taking the Fund's
maximum sales charge on Class A shares or the CDSC on Class B shares into
account. Excluding the Fund's sales charge on Class A shares and the CDSC on
Class B shares from a total return calculation produces a higher total return
figure.
From time to time, in reports and promotional literature, the Fund's
yield and total return will be compared to indices of mutual funds and bank
deposit vehicles such as Lipper Analytical Services, Inc.'s "Lipper -- Fixed
Income Fund Performance Analysis," a monthly publication which tracks net
assets, total return, and yield on approximately 1,700 fixed income mutual
funds in the United States. Ibbotson and Associates, CDA Weisenberger and F.C.
Towers are also used for comparison purposes, as well a the Russell and
Wilshire Indices.
Performance rankings and ratings reported periodically in national
financial publications such as MONEY Magazine, FORBES, BUSINESS WEEK, THE WALL
STREET JOURNAL, MICROPAL, INC., MORNINGSTAR, STANGER'S and BARRON'S, etc. will
also be utilized. The Fund's promotional and sales literature may make
reference to the Fund's "beta." Beta is a reflection of the market-related
risk of the Fund by showing how responsive the Fund is to the market.
The performance of the Fund is not fixed or guaranteed. Performance
quotations should not be considered to be representations of performance of the
Fund for any period in the future. The performance of the Fund is a function of
many factors including its earnings, expenses and number of outstanding shares.
Fluctuating market conditions; purchases, sales and maturities of portfolio
securities; sales and redemptions of shares of beneficial interest; and changes
in operating expenses are all examples of items that can increase or decrease
the Fund's performance.
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<PAGE> 232
ADDITIONAL PERFORMANCE INFORMATION. The Fund may use comparative
performance information from certain industry research materials and/or
published in various periodicals. The characteristics of the investments in
such comparisons may be different from those investments of the Fund's
portfolio. In addition, the formula used to calculate the performance
statistics of such investments may not be identical to the formula used by the
Fund to calculate its performance figures. From time to time, advertisements
or information for the Fund may include a discussion of certain attributes or
benefits to be derived by an investment in the Fund. Such advertisements or
information may include symbols, headlines or other material which highlight or
summarize the information discussed in more detail in the communication.
The following publications, indices, averages and investments which may
be used in advertisements or information concerning the Fund for dissemination
to investors or shareholders, include but are not limited to:
a) Lipper - Mutual Fund Performance Analysis, Lipper - Fixed Income Analysis,
and Lipper Mutual Fund indexes - measure total return and average current
yield for the mutual fund industry. Ranks individual mutual fund
performance over specified time periods assuming reinvestment of all
distributions, exclusive of any applicable sales charges.
b) CDA Mutual Fund Report, published by CDA Investment Technologies, Inc. -
analyzes price, current yield, risk, total return, and average rate of
return (average annual compounded growth rate) over specified time periods
for the mutual fund industry.
c) Mutual Fund Source Book, and "Morningstar Mutual Funds" published by
Morningstar, Inc. - analyzes price, yield, risk, and total return for
selected mutual funds. Its ratings of 1 (low) and 5 (high) stars are
based on a fund's historical risk/reward ratio compared with similar
funds for 3-, 5- and 10-year periods, including all sales charges and
fees. Morningstar, Inc., considered to be an expert in independent fund
performance monitoring, has consented to the use of its ratings in Fund
advertisements.
d) Financial publications: Barrons, Business Week, Personal Finance,
Financial World, Forbes, Fortune, "The Wall Street Journal", Muni Week,
Weisenberger Investment Companies Service, Institutional Investor, and
Money - rate fund performance over specified time periods and provide
other relative performance or industry information.
e) Consumer Price Index (or Cost of Living Index), published by the U.S.
Bureau of Labor Statistics - a statistical measure of change, over
time, in the price of goods and services in major expenditure groups.
f) Stocks, Bonds, Bills, and Inflation, published by Ibbotson Associates -
historical measure of yield, price, and total return for common and small
company stock, long-term government bonds, Treasury bills, and inflation.
g) Savings and Loan Historical Interest Rates - as published in the U.S.
Savings & Loan League Fact Book.
h) Salomon Brothers Broad Bond Index or its component indices - The Broad
Index measures yield, price and total return for Treasury, Agency,
Corporate, and Mortgage bonds.
-34-
<PAGE> 233
i) Salomon Brothers Composite High Yield Index or its component indices -
The High Yield Index measures yield, price and total return for
Long-Term High-Yield Index, Intermediate-Term High-Yield index and
Long-Term Utility High-Yield Index.
j) Lehman Brothers Aggregate Bond index or its component indices (including
Municipal Bond Index) - The Aggregate Bond Index measures yield, price and
total return for Treasury, Agency, Corporate, Mortgage
Government/Corporate, Government, Treasury, Intermediate, High Yield and
Yankee bonds.
k) Standard & Poor's Bond Indices - measure yield and price of Corporate,
Municipal, and government bonds.
l) Other taxable investments, including certificates of deposit (CDs), money
market deposit accounts (MMDAs), checking accounts, savings accounts,
money market mutual funds, and repurchase agreements.
m) Historical data supplied by the research departments of Lehman Hutton,
First Boston Corporation, Morgan Stanley, Salomon Brothers, Merrill
Lynch, and Donaldson Lufkin and Jenrette.
n) Donoghue's Money Fund Reports - industry averages for 7-day annualized and
compounded yields of taxable, tax-free and government money funds.
In addition, advertisements and sales materials may contain
hypothetical performance examples for purposes of illustrating reinvestment (or
"compounding") of dividends at fixed rates of return or tax advantages to be
derived from deferring payment of federal (and state) income taxes (at maximum
rates) as compared to taxable investments assuming fixed rates of return.
Illustrations may also include (1) hypothetical investments in various
retirement plans, such as IRAs, made by investors of various ages or (2)
comparisons to retirement plans funded by annuity or bank products.
In assessing such comparisons, an investor should consider the following
factors:
a) It is generally either not possible or not practicable to invest in an
average or index of certain investments.
b) Certificates of deposit issued by banks and other depository institutions
represent an alternative income producing product. Certificates of
deposit may offer fixed or variable interest rates and principal is
guaranteed and may be insured. Withdrawal of deposits prior to maturity
will normally be subject to a penalty. Rates offered by banks and other
depository institutions are subject to change at any time specified by the
issuing institution.
c) United States Treasury Bills, Notes or Bonds represent alternative income
producing products. Treasury obligations are issued in selected
denominations. Rates of Treasury obligations are fixed at the time of
issuance and payment of principal and interest is backed by the full faith
and credit of the United States Government. The market value of such
instruments will generally fluctuate inversely with interest rates prior
to maturity and will equal par value at maturity.
-35-
<PAGE> 234
Past performance is no guarantee of future results. In addition,
investors are advised to consult their brokers or financial advisers when
considering an investment in the Fund based upon performance comparisons.
The composition of the investments in such indexes and the
characteristics of such benchmark investments are not identical to, and in some
cases are very different from, those of the Fund's portfolio. These indexes
and averages are generally unmanaged and the items included in the calculations
of such indexes and averages may not be identical to the formulas used by the
Fund to calculate its performance figures.
BROKERAGE ALLOCATION
Decisions concerning the purchase and sale of portfolio securities and
the allocation of brokerage commissions are made by the Adviser and officers of
the Trust pursuant to recommendations made by an investment committee of the
Adviser, which consists of officers and directors of the Adviser and its
affiliates and officers and Trustees who are interested persons of the Trust.
Orders for purchases and sales of securities are placed in a manner which, in
the opinion of the officers of the Trust, will offer the best price and market
for the execution of each such transaction. Purchases from underwriters of
portfolio securities may include a commission or commissions paid by the issuer
and transactions with dealers serving as market makers reflect a "spread."
Investments in debt securities are generally traded on a net basis through
dealers acting for their own account as principals and not as brokers; no
brokerage commissions are payable on such transactions.
The Fund's primary policy is to execute all purchases and sales of
portfolio instruments at the most favorable prices consistent with best
execution, considering all of the costs of the transaction including brokerage
commissions. This policy governs the selection of brokers and dealers and the
market in which a transaction is executed. Consistent with the foregoing
primary policy, the Rules of Fair Practice of the NASD and other policies that
the Trustees may determine, the Adviser may consider sales of shares of the
Fund as a factor in the selection of broker-dealers to execute the Fund's
portfolio transactions.
To the extent consistent with the foregoing, the Fund will be governed
in the selection of brokers and dealers, and the negotiation of brokerage
commission rates and dealer spreads, by the reliability and quality of the
services, including primarily the availability and value of research
information and to a lesser extent statistical assistance furnished to the
Adviser of the Fund, and their value and expected contribution to the
performance of the Fund. It is not possible to place a dollar value on
information and services to be received from brokers and dealers, since it is
only supplementary to the research efforts of the Adviser. The receipt of
research information is not expected to reduce significantly the expenses of
the Adviser. The research information and statistical assistance furnished by
brokers and dealers may benefit the Life Company or other advisory clients of
the Adviser, and conversely, brokerage commissions and spreads paid by other
advisory clients of the Adviser may result in research information and
statistical assistance beneficial to the Fund. The Fund will make no
commitments to allocate portfolio transactions upon any prescribed basis.
While the Trust's officers will be primarily responsible for the allocation of
the Fund's brokerage business, their policies and practices in this regard must
be consistent with the foregoing and will at all times be subject to review by
the Trustees. For the fiscal years ended March 31, 1994, 1993 and 1992,
brokerage commissions paid by the Fund on portfolio transactions were $269,642,
$414,512 and $184,503, respectively.
-36-
<PAGE> 235
As permitted by Section 28(e) of the Securities Exchange Act of 1934,
the Fund may pay to a broker which provides brokerage and research services to
the Fund an amount of disclosed commission in excess of the commission which
another broker would have charged for effecting that transaction. This
practice is subject to a good faith determination by the Trustees that the
price is reasonable in light of the services provided and to policies that the
Trustees may adopt from time to time. During the fiscal year ended March 31,
1994, the Fund did not pay commissions as compensation to any brokers for
research services such as industry, economic and company reviews and
evaluations of securities.
The Adviser's indirect parent, the Life Company, is the indirect sole
shareholder of John Hancock Freedom Securities Corporation and its
subsidiaries, three of which, Tucker Anthony Incorporated ("Tucker Anthony")
John Hancock Distributors, Inc. ("John Hancock Distributors") and Sutro &
Company, Inc. ("Sutro"), are broker-dealers ("Affiliated Brokers"). Pursuant
to procedures determined by the Trustees and consistent with the above policy
of obtaining best net results, the Fund may execute portfolio transactions with
or through Tucker Anthony or Sutro. During the year ended March 31, 1994, the
Fund did not execute any portfolio transactions with then affiliated brokers.
Any of the Affiliated Brokers may act as broker for the Fund on
exchange transactions, subject, however, to the general policy of the Fund set
forth above and the procedures adopted by the Trustees pursuant to the 1940
Act. Commissions paid to an Affiliated Broker must be at least as favorable as
those which the Trustees believe to be contemporaneously charged by other
brokers in connection with comparable transactions involving similar securities
being purchased or sold. A transaction would not be placed with an Affiliated
Broker if the Fund would have to pay a commission rate less favorable than the
Affiliated Broker's contemporaneous charges for comparable transactions for its
other most favored, but unaffiliated, customers, except for accounts for which
the Affiliated Broker acts as a clearing broker for another brokerage firm, and
any customers of the Affiliated Broker not comparable to the Fund as determined
by a majority of the Trustees who are not interested persons (as defined in the
1940 Act) of the Trust, the Adviser or the Affiliated Brokers. Because the
Adviser, which is affiliated with the Affiliated Brokers, has, as an investment
adviser to the Fund, the obligation to provide investment management services,
which includes elements of research and related investment skills, such
research and related skills will not be used by the Affiliated Brokers as a
basis for negotiating commissions at a rate higher than that determined in
accordance with the above criteria. The Fund will not effect principal
transactions with Affiliated Brokers. The Fund may, however, purchase
securities from other members of underwriting syndicates of which Tucker
Anthony, Sutro and John Hancock Distributors are members, but only in
accordance with the policy set forth above and procedures adopted and reviewed
periodically by the Trustees.
The Fund's portfolio turnover rates for the fiscal years ended March
31, 1993 and 1994 were 322% and 453%, respectively.
TRANSFER AGENT SERVICES
John Hancock Investor Services Corporation, P.O. Box 9116, Boston, MA
02205-9116, a wholly owned indirect subsidiary of the Life Company, is the
transfer and dividend paying agent for the Fund. The Fund pays Investor
Services a monthly transfer agent fee equal to $20.00 per account for the Class
A shares and $22.50 per account for the Class B shares on an annual basis, plus
out-of-pocket expenses.
-37-
<PAGE> 236
CUSTODY OF PORTFOLIO
Portfolio securities of the Fund are held pursuant to a custodian
agreement between the Trust, on behalf of the Fund, and Investors Bank and
Trust ("IBT") 24 Federal Street, Boston, Massachusetts. Under the custodian
agreement, IBT performs custody, portfolio and fund accounting services.
INDEPENDENT AUDITORS
Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116,
has been selected as the independent auditors of the Fund. The financial
statements of the Fund included in the Prospectus and this Statement of
Additional Information have been audited by Ernst & Young LLP for the periods
indicated in their report thereon appearing elsewhere herein, and are included
in reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.
-38-
<PAGE> 237
FINANCIAL STATEMENTS
F-1
<PAGE> 238
GOVERNMENT SECURITIES TRUST
SCHEDULE OF INVESTMENTS
UNAUDITED
September 30, 1994
<TABLE>
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- -------------------------------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT AND
U.S. GOVERNMENT
AGENCY
OBLIGATIONS-100.91%
FEDERAL HOME
LOAN MORTGAGE
CORPORATION-26.04%
CMO - Planned
Amortization Class
4.500% due 12/15/23...................... $ 10,575,000 $ 6,599,461
5.800% due 09/15/21...................... 23,271,073 20,478,544
6.000% with various
maturities to 06/15/24.................. 101,069,000 84,307,877
6.500% with various
maturities to 04/15/24.................. 37,101,000 30,330,548
------------
141,716,430
FEDERAL
NATIONAL MORTGAGE
ASSOCIATION-14.27%
8.500% with various
maturities to 09/01/24.................. 18,869,969 18,813,949
CMO - Planned
Amortization Class
6.000% with various
maturities to 03/25/24.................. 28,926,000 22,817,614
6.500% with various
maturities to 03/25/24.................. 30,032,000 24,855,775
6.750% due 08/25/22...................... 7,000,000 6,090,000
7.000% due 04/25/24...................... 5,986,000 5,093,712
------------
77,671,050
GOVERNMENT
NATIONAL MORTGAGE
ASSOCIATION-5.13%
7.500% due 05/15/24...................... 9,632,327 9,030,307
8.000% with various
maturities to 03/15/08.................. 428,109 415,266
8.500% with various
maturities to 11/15/22.................. 14,772,764 14,712,750
9.500% due 10/15/19...................... 360 378
10.000% due 08/15/19...................... 161,927 173,364
11.000% with various
maturities to 12/15/15.................. 2,023,768 2,224,249
12.000% with various
maturities to 05/15/15.................. 19,334 21,746
13.000% with various
maturities to 08/15/15.................. 199,517 217,849
15.000% with various
maturities to 10/15/12.................. 151,345 165,250
GPMs (Graduated
Payment Mortgages)
11.500% due 08/15/10...................... 102,490 112,739
12.250% due 05/15/15...................... 12,443 13,591
14.000% with various
maturities to 07/15/12.................. 93,670 103,506
14.500% with various
maturities to 10/15/12.................. 195,333 215,844
15.000% with various
maturities to 09/15/12.................. 218,852 241,696
15.500% with various
maturities to 10/15/11.................. 272,515 300,363
------------
27,948,898
TENNESSEE VALLEY
AUTHORITY-3.11%
7.250% due 07/15/43...................... 20,000,000 16,904,000
U.S. TREASURY
SECURITIES-52.36%
Bonds
11.625% due 11/15/02...................... 27,000,000 33,694,110
15.750% due 11/15/01...................... 27,475,000 40,004,424
Notes
9.375% due 04/15/96 (B).................. 85,000,000 88,709,400
11.250% due 05/15/95 (C).................. 23,000,000 23,779,240
11.625% due 11/15/94 (A) (C).............. 98,000,000 98,764,400
------------
284,951,574
------------
TOTAL U.S. GOVERNMENT
AND U.S. GOVERNMENT
AGENCY OBLIGATIONS
(Cost $570,687,192)....................... 549,191,952
</TABLE>
5
<PAGE> 239
SCHEDULE OF INVESTMENTS
UNAUDITED
Continued
<TABLE>
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- -------------------------------------------------------------------------------
<S> <C> <C>
LIABILITY FOR
REVERSE REPURCHASE
AGREEMENT-(2.88)%
Kidder Peabody 5.250%
due 10/03/94 (dated
09/30/94). Collateralized
by $15,670,474 value,
U.S. Treasury Note
11.625% due 11/15/94.................... (15,663,625) (15,665,909)
CASH AND OTHER
ASSETS, LESS
LIABILITIES-1.97%......................... 10,703,970
------------
NET ASSETS, at value,
equivalent to $7.51 per
share for 72,495,244
shares ($.01 par value).................
outstanding-100.00% $544,230,013
============
<FN>
(A) U.S. Treasury Note security pledged as collateral on reverse repurchase
agreements at September 30, 1994.
(B) U.S. Treasury Note security with a value of $5,218,200 owned by the Fund
was designated as margin deposits for futures contracts at
September 30, 1994.
(C) Long-term obligations that will mature in less than one year.
</TABLE>
See Notes to Financial Statements.
6
<PAGE> 240
STATEMENT OF ASSETS AND LIABILITIES
UNAUDITED
September 30, 1994
<TABLE>
<CAPTION>
ASSETS
<S> <C> <C>
Investments at value (cost $570,687,192)............................................ $549,191,952
Receivable for:
Investments sold.................................................................. $21,024,068
Interest.......................................................................... 13,669,058
Shares sold....................................................................... 343,483 35,036,609
-----------
Other assets........................................................................ 364,149
------------
Total Assets...................................................................... 584,592,710
LIABILITIES
Payable for:
Investments purchased............................................................. 20,670,000
Reverse repurchase agreement...................................................... 15,665,909
Dividends......................................................................... 1,886,418
Shares repurchased................................................................ 561,774
Variation margin on futures contracts............................................. 74,112 38,858,213
-----------
Payable to Investment Adviser for:
Distribution expenses............................................................. 354,082
Management fees................................................................... 285,957
Administrative service fees....................................................... 19,575 659,614
-----------
Other accrued expenses.............................................................. 235,863
Other liabilities................................................................... 609,007
------------
Total Liabilities................................................................. 40,362,697
------------
NET ASSETS, at value, equivalent to $7.51 per share for 72,495,244 shares
($.01 par value) outstanding...................................................... $544,230,013
============
</TABLE>
See Notes to Financial Statements.
7
<PAGE> 241
STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
UNAUDITED
STATEMENT OF OPERATIONS
Six Months Ended September 30, 1994
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Interest ..................................... $ 25,876,055
EXPENSES
Management fees .............................. $ 1,826,516
Distribution expenses ........................ 724,490
Transfer agent fees .......................... 387,394
Interest expense ............................. 195,762
Administrative
service fees ............................... 152,244
Custodian fees ............................... 78,791
Audit and legal fees ......................... 69,164
Insurance expense ............................ 42,036
Shareholder reports .......................... 27,520
Registration fees ............................ 27,022
Trustees' fees and
expenses ................................... 14,132
Miscellaneous ................................ 7,389 3,552,460
------------ ------------
NET INVESTMENT
INCOME ..................................... 22,323,595
REALIZED AND UNREALIZED
GAIN (LOSS) ON SECURITIES
Net realized gain (loss) on:
Investments ................................ (39,613,150)
Futures contracts .......................... 1,070,273 (38,542,877)
------------
Net change in
unrealized appreciation
(depreciation) of:
Investments ................................ 10,063,755
Futures contracts .......................... (732,687) 9,331,068
------------ ------------
NET REALIZED AND
UNREALIZED LOSS ON
SECURITIES ................................. (29,211,809)
------------
DECREASE IN NET ASSETS
RESULTING FROM
OPERATIONS ................................. $ (6,888,214)
============
</TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, MARCH 31,
1994 1994
------------- ------------
<S> <C> <C>
OPERATIONS
Net investment income ........................ 22,323,595 52,613,498
Net realized loss
on securities .............................. (38,542,877) (6,277,923)
Net change in
unrealized appreciation
(depreciation) of
securities ................................. 9,331,068 (34,101,408)
------------ ------------
Increase (decrease) in
net assets resulting
from operations ............................ (6,888,214) 12,234,167
DISTRIBUTIONS TO
SHAREHOLDERS
From net
investment income .......................... (22,323,595) (52,613,498)
In excess of net
investment income .......................... (53,710) (246,503)
------------ ------------
Total distributions to
shareholders ............................... (22,377,305) (52,860,001)
SHARE TRANSACTIONS
Decrease in shares
outstanding ................................ (38,369,259) (65,935,486)
------------ ------------
Decrease in net assets ....................... (67,634,778) (106,561,320)
NET ASSETS
Beginning of period .......................... 611,864,791 718,426,111
------------ ------------
End of period ................................ $544,230,013 $611,864,791
============ ============
</TABLE>
See Notes to Financial Statements.
8
<PAGE> 242
FINANCIAL HIGHLIGHTS
UNAUDITED
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED MARCH 31,
SEPTEMBER 30, ---------------------------------------------------------
1994(1) 1994 1993 1992 1991 1990
------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Per share income and capital changes for a share
outstanding during each period:
Net asset value, beginning of period.................. $ 7.89 $ 8.41 $ 8.04 $ 8.03 $ 7.87 $ 8.17
INCOME FROM INVESTMENT OPERATIONS
Net investment income................................. 0.30 0.64 0.66 0.87 0.89 0.88
Net realized and unrealized gain (loss)
on securities....................................... (0.38) (0.52) 0.40 (0.09) 0.14 (0.27)
-------- -------- -------- ------- -------- --------
Total from Investment Operations.................... (0.08) 0.12 1.06 0.78 1.03 0.61
LESS DISTRIBUTIONS
Dividends from net investment income.................. (0.30) (0.64) (0.69) (0.77) (0.87) (0.88)
Returns of capital.................................... - - - - - (0.03)
-------- -------- -------- ------- -------- --------
Total Distributions................................. (0.30) (0.64) (0.69) (0.77) (0.87) (0.91)
-------- -------- -------- ------- -------- --------
Net asset value, end of period........................ $ 7.51 $ 7.89 $ 8.41 $ 8.04 $ 8.03 $ 7.87
======== ======== ======== ======== ======== ========
TOTAL RETURN(2)....................................... (1.06)% 1.26% 13.68% 10.09% 13.87% 7.54%
======== ======== ======== ======== ======== ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets............... 0.58% 1.14% 1.17% 1.21% 1.11% 1.09%
Ratio of interest expense to average net assets....... 0.03% 0.02% 0.27% 0.32% - -
-------- -------- -------- ------- -------- --------
Ratio of total expenses to average net assets......... 0.61% 1.16% 1.44% 1.53% 1.11% 1.09%
Ratio of net investment income to
average net assets.................................. 3.86% 7.60% 7.93% 10.63% 11.13% 10.58%
Portfolio turnover.................................... 203% 453% 322% 199% 117% 292%
Net Assets, end of period (in thousands).............. $544,230 $611,865 $718,426 $725,645 $771,826 $871,636
Debt outstanding at end of period (in thousands)(3)... $ 15,666 $ 0 $ 0 $ 94,451 $ - $ -
Average daily amount of debt outstanding
during the period (in thousands)(3)................. $ 10,214 $ 5,912 $ 54,774 $ 55,898 $ - $ -
Average monthly number of shares outstanding
during the period (in thousands).................... 75,182 82,398 88,348 92,144 - -
Average daily amount of debt outstanding
per share during the period(3)...................... $ 0.14 $ 0.07 $ 0.62 $ 0.61 $ - $ -
</TABLE>
(1) Financial highlights, including total return, have not been annualized.
(2) Total return does not include the effect of the initial sales charge.
(3) Debt outstanding consists of reverse repurchase agreements entered into
during the period.
See Notes to Financial Statements.
9
<PAGE> 243
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
September 30, 1994
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
Transamerica Bond Fund (the ``Trust'') is a diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, the Trust has operated as a series fund,
currently issuing six series of shares. On September 30, 1994, Transamerica
Government Securities Trust (the ``Fund''), a series of the Trust, commenced
issuing a second class of shares. Class A Shares are subject to an initial sales
charge of up to 4.75% and a 12b-1 distribution plan and the new Class B Shares
are subject to a contingent deferred sales charge and a separate 12b-1
distribution plan. There were no Class B Shares issued to the public during the
six months ended September 30, 1994; therefore, all information in this report
refers to Class A Shares only. The following is a summary of significant
accounting policies consistently followed by the Fund.
(1) Securities for which over-the-counter market quotations are readily
available are valued at the last reported bid price or at quotations provided by
market makers. Interest rate futures contracts and options on interest rate
futures are valued based on their daily settlement price. Securities for which
market quotations are not readily available are valued at a fair value as
determined in good faith by the Trust's Board of Trustees. Options are valued at
the last reported sale price or, if no sales are reported, at the mean between
the last reported bid and asked prices. Short-term investments are valued at
amortized cost (original cost plus amortized discount or accrued interest).
(2) The premium paid by the Fund for the purchase of a call or put option
is recorded as an investment and subsequently ``marked to market'' to reflect
the current market value of the option purchased. If an option which the Fund
has purchased expires on the stipulated expiration date, the Fund realizes a
loss in the amount of the cost of the option. If the Fund enters into a closing
transaction, it realizes a gain (loss) if the proceeds from the sale are greater
(less) than the cost of the option purchased. If the Fund exercises a put
option, it realizes a gain or loss from the sale of the underlying security and
the proceeds from such sale will be decreased by the premium originally paid. If
the Fund exercises a call option, the cost of the security purchased upon
exercise is increased by the premium originally paid.
(3) The Fund may enter into futures contracts for delayed delivery of
securities on a future date at a specified price. Initial margin deposits made
upon entering into futures contracts and options on futures contracts are
maintained by the Fund's custodian in segregated asset accounts. During the
period the futures contract is open, changes in the value of the contract are
recognized as unrealized gains or losses by ``marking to market'' on a daily
basis to reflect the market value of the contract at the end of each day's
trading. Variation margin payments are received or made, depending upon whether
unrealized gains or losses are incurred. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the proceeds
from (or cost of) the closing transaction and the Fund's basis in the contract.
(4) The Fund may enter into reverse repurchase agreements which involve the
sale of securities held by the Fund to a bank or securities firm with an
agreement that the Fund will buy back the securities at a fixed future date at a
fixed price plus an agreed amount of ``interest'' which may be reflected in the
repurchase price. Reverse repurchase agreements are considered to be borrowings
by the Fund and the Fund will use the proceeds obtained from the sale of
securities to purchase other investments.
(5) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, debt
discounts are amortized using the straight-line method. Realized gains and
losses from security transactions are determined on the basis of identified cost
for both financial reporting and federal income tax purposes.
(6) Income dividends are declared daily by the Fund and paid or reinvested
at net asset value monthly. Other distributions are recorded by the Fund on the
ex-dividend date and may be reinvested at net asset value. Income and capital
gain distributions are determined in accordance with income tax regulations
which may differ from generally accepted accounting principles.
(7) No provision for federal income taxes has been made since it is the
Fund's intention to distribute all of its taxable income and profits to its
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code.
The Fund's tax year end is December 31. For federal income tax purposes, at
December 31, 1993, the Fund had an accumulated net realized capital loss
carryforward of approximately $308,200,000. The loss carryforward will expire as
follows: $231,900,000 - 1996, $50,300,000 - 1997, $19,100,000 - 1998 and
$6,900,000 - 1999.
(8) The Fund reports custodian fees net of credits and charges resulting
from cash positions in the custodial accounts greater than or less than the
amounts required to settle portfolio transactions. For the six months ended
September 30, 1994, these amounts were $15,869 and $16,084, respectively.
(9) With respect to U.S. government and U.S. government agency securities
in which the Fund may invest, only
10
<PAGE> 244
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
Continued
NOTE A (Continued)
U.S. Treasury and Government National Mortgage Association (GNMA) issues are
backed by the full faith and credit of the U.S. government. All other government
issues are backed by the issuing agencies and their general ability to borrow
from the U.S. government. Options and futures contracts on U.S. government
securities are not issues of, nor guaranteed by the U.S. government or its
agencies.
NOTE B--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund's management fee is payable monthly to Transamerica Fund Management
Company (TFMC). The management fee is calculated based on the following
schedule:
<TABLE>
<CAPTION>
AVERAGE DAILY NET ASSETS ANNUAL RATE
------------------------ -----------
<S> <C>
First $200 million 0.650%
Next $300 million 0.625%
Over $500 million 0.600%
</TABLE>
TFMC provides administrative services to the Fund pursuant to an
administrative service agreement. During the six months ended September 30,
1994, the Fund paid or accrued $122,108 to TFMC for these services.
During the six months ended September 30, 1994, Transamerica Fund
Distributors, Inc. (the ``Distributor''), an affiliate of TFMC, as principal
underwriter, retained $31,723 as its portion of the commissions charged on sales
of shares of the Fund.
The Fund paid no compensation directly to any officer. Certain officers and
a trustee of the Fund are affiliated with TFMC.
During the six months ended September 30, 1994, the Fund paid legal fees of
$23,008 to Baker & Botts. A partner with Baker & Botts is an officer of the
Trust.
NOTE C--COST, PURCHASES AND SALES OF INVESTMENT SECURITIES
During the six months ended September 30, 1994, purchases and sales of
securities, other than short-term obligations, aggregated $1,208,074,588 and
$1,220,663,972, respectively.
At September 30, 1994, the identified cost of total investments owned is
the same for both financial reporting and federal income tax purposes. At
September 30, 1994, the gross unrealized appreciation and gross unrealized
depreciation of investments and futures contracts for federal income tax
purposes were $843,666 and $21,541,406, respectively.
Futures contracts which were open at September 30, 1994, were as follows:
<TABLE>
<CAPTION>
DELIVERY NUMBER OF UNREALIZED
MONTH/YEAR/COMMITMENT CONTRACTS(1) APPRECIATION
- -------------------------- ------------ ------------
<S> <C> <C>
U.S. Treasury Bond Futures
Dec/94/short 270 $797,500
</TABLE>
(1) Each contract represents $100,000 in par value.
NOTE D-PLAN OF DISTRIBUTION
Pursuant to Rule 12b-1 under the Investment Company Act of 1940, the Fund is
authorized to finance activities related to the distribution of its shares. The
distribution plan, together with the initial sales charge on shares sold,
complies with the regulations covering maximum sales charges assessed by mutual
funds distributed through securities dealers that are NASD members. The plan
permits the Fund to make payments to the Distributor up to 0.25% annually of
average daily net assets for certain distribution costs such as service fees
paid to dealers, production and distribution of prospectuses to prospective
investors, services provided to new and existing shareholders and other
distribution related activities. During the six months ended September 30, 1994,
the Fund made payments to the Distributor of $724,490 related to the above
activities.
11
<PAGE> 245
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
Continued
NOTE E--SHARE AND RELATED TRANSACTIONS
A summary of share transactions follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 1994 MARCH 31, 1994
-------------------------- -----------------------------
SHARES DOLLARS SHARES DOLLARS
---------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Shares sold........................................................ 2,477,125 $ 19,227,281 9,078,963 $ 76,399,947
Shares issued in reinvestment of distributions..................... 1,356,659 10,387,840 2,837,038 23,691,543
Shares redeemed.................................................... (8,849,248) (67,984,380) (19,874,838) (166,026,976)
---------- ------------ ------------ -------------
Net decrease in shares outstanding................................. (5,015,464) $(38,369,259) (7,958,837) $ (65,935,486)
========== ============ ============ =============
The components of net assets at September 30, 1994, are as follows:
Capital paid-in (unlimited number of shares authorized).......................................................... $ 936,378,440
Accumulated net realized loss on investments and futures contracts............................................... (371,450,687)
Net unrealized depreciation of investments and futures contracts................................................. (20,697,740)
-------------
NET ASSETS....................................................................................................... $ 544,230,013
=============
</TABLE>
12
<PAGE> 246
GOVERNMENT SECURITIES
<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
March 31, 1994
FACE
ISSUER AMOUNT VALUE
- -----------------------------------------------------------
<S> <C> <C>
U. S. GOVERNMENT AND
- --------------------
U.S. GOVERNMENT
- ---------------
AGENCY OBLIGATIONS -
- --------------------
96.39%
- ------
FEDERAL HOME
LOAN MORTGAGE
CORPORATION - 22.29%
CMO - Planned
Amortization Class
2.500% due 04/15/11 ........... $ 5,277,805 $ 4,789,608
4.500% due 08/25/20 ........... 23,000,000 18,500,625
5.000% due 10/15/20 ........... 17,000,000 14,343,750
5.800% due 09/15/21 ........... 23,271,073 21,402,115
6.000% with various
maturities to 11/15/23 ....... 69,210,000 62,357,944
6.500% with various
maturities to 12/15/23 ....... 16,939,000 14,974,224
------------
TOTAL FEDERAL HOME LOAN
MORTGAGE CORPORATION
(Cost $142,324,570) ............ 136,368,266
FEDERAL
NATIONAL MORTGAGE
ASSOCIATION - 15.28%
6.000% with various
maturities to 12/01/23 ....... 41,273,556 36,965,629
CMO - Planned Amortization Class
6.500% with various
maturities to 03/25/24 ....... 64,629,000 56,558,504
------------
TOTAL FEDERAL NATIONAL
MORTGAGE ASSOCIATION
(Cost $100,943,999) ............ 93,524,133
GOVERNMENT
NATIONAL MORTGAGE
ASSOCIATION - 7.89%
6.500% with various
maturities to 01/15/24 ....... 45,100,000 41,463,812
7.000% due 11/15/22 ........... 778,717 742,215
8.000% with various
maturities to 03/15/08 ....... 459,597 468,933
9.500% due 10/15/19 ........... 483 512
10.000% due 08/15/19 ........... 223,559 242,631
11.000% due 01/15/14 ........... 3,111,226 3,517,631
12.000% with various
maturities to 05/15/15 ....... 48,673 55,294
13.000% with various
maturities to 08/15/15 ....... 236,297 261,021
15.000% with various
maturities to 10/15/12 ....... 170,786 188,613
GPMs (Graduated Payment Mortgages)
11.500% due 08/15/10 ........... 103,558 115,080
12.250% due 05/15/15 ........... 12,506 13,792
14.000% with various
maturities to 07/15/12 ....... 104,351 116,548
14.500% with various
maturities to 10/15/12 ....... 238,470 266,267
15.000% with various
maturities to 09/15/12 ....... 286,861 320,299
15.500% with various
maturities to 11/15/11 ....... 460,180 512,813
------------
TOTAL GOVERNMENT
NATIONAL MORTGAGE
ASSOCIATION
(Cost $49,748,217) ............. 48,285,461
</TABLE>
6
<PAGE> 247
<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
Continued
FACE
ISSUER AMOUNT VALUE
- -----------------------------------------------------------
<S> <C> <C>
TENNESSEE VALLEY
AUTHORITY - 3.55%
7.250% due 07/15/43 ........... 12,000,000 11,073,600
8.625% due 11/15/29 ........... 10,000,000 10,643,750
------------
TOTAL TENNESSEE VALLEY
AUTHORITY
(Cost $22,521,511) ............. 21,717,350
U.S. TREASURY
SECURITIES - 47.38%
Bonds
7.125% due 02/15/23 ........... 17,500,000 17,297,000
14.250% due 02/15/02 ........... 20,000,000 29,390,400
15.750% due 11/15/01 ........... 29,475,000 45,710,125
Notes
4.625% due 02/29/96 ........... 35,000,000 34,675,550
5.750% due 08/15/03 ........... 20,000,000 18,547,800
13.125% due
05/15/94(A)(B) ................ 142,750,000 144,270,288
------------
TOTAL U.S. TREASURY
SECURITIES
(Cost $305,736,214) ............ 289,891,163
------------
TOTAL U.S. GOVERNMENT
AND U.S. GOVERNMENT
AGENCY OBLIGATIONS
(Cost $621,274,511) ............ 589,786,373
OUTSTANDING CALL OPTIONS
PURCHASED - 0.06%
EXPIRATION MONTH/ NUMBER OF
STRIKE PRICE CONTRACTS(C)
- ----------------- ------------
U.S. Treasury Bond
Futures
Apr/107 ...................... 400 350,000
U.S. Treasury Ten Year
Note Futures
Apr/107 ...................... 9 4,500
------------ ------------
TOTAL OUTSTANDING CALL
OPTIONS PURCHASED
(Cost $425,357) ................ 409 354,500
SHORT-TERM
- ----------
OBLIGATIONS - 2.74%
- -------------------
REPURCHASE
- ----------
AGREEMENTS - 2.74%
- ------------------
Kidder Peabody 3.650%
due 04/05/94 (dated
03/29/94). Collateralized
by $10,296,403 value,
Federal Home Loan
Mortgage Corp. ARM
7.580% due 09/01/20.
(Repurchase proceeds
$10,007,097). ................ $ 10,000,000 10,003,042
Morgan Stanley 3.600%
due 04/04/94 (dated
03/31/94). Collateralized
by $6,911,487 value,
Federal Home Loan
Mortgage Corp. ARM
5.246% due 06/01/30.
(Repurchase proceeds
$6,778,710). ................. 6,776,000 6,776,678
------------
TOTAL SHORT-TERM
OBLIGATIONS
(Cost $16,779,720) ............. 16,779,720
------------
TOTAL INVESTMENTS - 99.19%
(Cost $638,479,588) ............ 606,920,593
CASH AND OTHER ASSETS,
LESS LIABILITIES - 0.81% ....... 4,944,198
------------
NET ASSETS, at value,
equivalent to $7.89 per
share for 77,510,708
shares ($.01 par value)
outstanding - 100.00% ....... 611,864,791
============
<FN>
(A) U.S. Treasury Note Securities with a value of $6,063,900
owned by the Fund were designated as margin deposits for
futures contracts at March 31, 1994.
(B) Long-term obligations that will mature in less than one year.
(C) Each contract represents $100,000 in par value.
</TABLE>
7
<PAGE> 248
<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
March 31, 1994
<S> <C> <C>
ASSETS
Investments at value (cost $638,479,588)........................ $606,920,593
Cash............................................................ 602,702
Receivable for:
Investments sold.............................................. $138,594,275
Interest...................................................... 11,836,680
Shares sold................................................... 90,290
Variation margin on futures contracts......................... 15,156 150,536,401
------------
Other assets.................................................... 312,052
------------
Total Assets.................................................. 758,371,748
LIABILITIES
Payable for:
Investments purchased......................................... 142,690,644
Dividends..................................................... 2,155,459
Shares repurchased............................................ 588,080 145,434,183
------------
Payable to Investment Adviser for:
Distribution expenses......................................... 403,487
Management fees............................................... 335,488
Administrative service fees................................... 43,353 782,328
------------
Other accrued expenses.......................................... 290,446
------------
Total Liabilities............................................. 146,506,957
------------
NET ASSETS, at value, equivalent to $7.89 per share for
77,510,708 shares ($.01 par value) outstanding............... $611,864,791
============
</TABLE>
See Notes to Financial Statements
8
<PAGE> 249
STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
STATEMENT OF OPERATIONS
Year Ended March 31, 1994
<S> <C> <C>
INVESTMENT INCOME
Interest ........................ $ 60,680,391
EXPENSES
Management fees ................. $ 4,328,830
Distribution expenses ........... 1,649,416
Transfer agent fees ............. 1,058,456
Administrative service fees ..... 329,407
Custodian fees .................. 176,218
Interest expense ................ 170,870
Audit and legal fees ............ 120,655
Insurance expense ............... 63,421
Shareholder reports ............. 54,033
Registration fees ............... 39,198
Trustees' fees and expenses ..... 26,337
Miscellaneous ................... 50,052 8,066,893
------------ ------------
NET INVESTMENT
INCOME ....................... 52,613,498
REALIZED AND UNREALIZED
GAIN (LOSS) ON SECURITIES
Net realized gain (loss) on:
Investments ................... (10,726,957)
Futures contracts ............. 4,449,034 (6,277,923)
------------
Net change in unrealized
appreciation
(depreciation) of:
Investments ................... (35,680,658)
Futures contracts ............. 1,579,250 (34,101,408)
------------ ------------
NET REALIZED AND
UNREALIZED LOSS ON
SECURITIES .................... (40,379,331)
------------
INCREASE IN NET ASSETS
RESULTING FROM
OPERATIONS .................... 12,234,167
============
</TABLE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
YEAR ENDED MARCH 31,
----------------------------
1994 1993
------------- ------------
<S> <C> <C>
OPERATIONS
Net investment income ....... $ 52,613,498 $ 58,402,781
Net realized gain (loss)
on securities ............. (6,277,923) 21,511,409
Net change in unrealized
appreciation
(depreciation) of
securities ................ (34,101,408) 14,617,499
------------- ------------
Increase in net assets
resulting from
operations ................ 12,234,167 94,531,689
DISTRIBUTIONS TO
SHAREHOLDERS
From net investment
income .................... (52,613,498) (61,306,615)
In excess of net
investment income ......... (246,503) -
------------- ------------
Total distributions
to shareholders ......... (52,860,001) (61,306,615)
SHARE TRANSACTIONS
Decrease in shares
outstanding ............... (65,935,486) (40,444,234)
------------- ------------
Decrease in net assets ...... (106,561,320) (7,219,160)
NET ASSETS
Beginning of year ........... 718,426,111 725,645,271
------------- ------------
End of year ................. $ 611,864,791 $718,426,111
============= ============
</TABLE>
See Notes to Financial Statements.
9
<PAGE> 250
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
YEAR ENDED MARCH 31,
-------------------------------------------------------
1994 1993 1992 1991 1990
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Per share income and capital changes
for a share outstanding during each year:
Net asset value, beginning of year ........................ $ 8.41 $ 8.04 $ 8.03 $ 7.87 $ 8.17
INCOME FROM INVESTMENT OPERATIONS
Net investment income ..................................... 0.64 0.66 0.87 0.89 0.88
Net realized and unrealized gain (loss) on securities ..... (0.52) 0.40 (0.09) 0.14 (0.27)
-------- -------- -------- -------- --------
Total from Investment Operations .......................... 0.12 1.06 0.78 1.03 0.61
LESS DISTRIBUTIONS
Dividends from net investment income ...................... (0.64) (0.69) (0.77) (0.87) (0.88)
Returns of capital ........................................ - - - - (0.03)
-------- -------- -------- -------- --------
Total Distributions ..................................... (0.64) (0.69) (0.77) (0.87) (0.91)
-------- -------- -------- -------- --------
Net asset value, end of year .............................. $ 7.89 $ 8.41 $ 8.04 $ 8.03 $ 7.87
======== ======== ======== ======== ========
TOTAL RETURN(1) ........................................... 1.26% 13.68% 10.09% 13.87% 7.54%
======== ======== ======== ======== ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to average net assets ......... 1.14% 1.17% 1.21% 1.11% 1.09%
Ratio of interest expense to average net assets ........... 0.02% 0.27% 0.32% - -
-------- -------- -------- -------- --------
Ratio of total expenses to average net assets ............. 1.16% 1.44% 1.53% 1.11% 1.09%
Ratio of net investment income to average net assets ...... 7.60% 7.93% 10.63% 11.13% 10.58%
Portfolio turnover ........................................ 453% 322% 199% 117% 292%
Net Assets, end of year (in thousands) .................... $611,865 $718,426 $725,645 $771,826 $871,636
Debt outstanding at end of year (in thousands)(2) ......... $ 0 $ 0 $ 94,451 - -
Average daily amount of debt outstanding during
the year (in thousands)(2) .............................. $ 5,912 $ 54,774 $ 55,898 - -
Average monthly number of shares outstanding
during the year (in thousands) .......................... 82,398 88,348 92,144 - -
Average daily amount of debt outstanding
per share during the year(2) ............................ $ 0.07 $ 0.62 $ 0.61 - -
<FN>
(1) Total return does not include the effect of the initial sales charge.
(2) Debt outstanding consists of reverse repurchase agreements entered into during the year.
</TABLE>
See Notes to Financial Statements
10
<PAGE> 251
NOTES TO FINANCIAL STATEMENTS
March 31, 1994
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Transamerica Bond Fund (the "Trust") is a diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, the Trust has operated as a series fund,
currently issuing six series of shares. The following is a summary of
significant accounting policies consistently followed by Transamerica
Government Securities Trust (the "Fund"), a series of the Trust.
(1) Securities for which over-the-counter market quotations are readily
available are valued at the last reported bid price or at quotations provided
by market makers. Interest rate futures contracts and options on interest rate
futures are valued based on their daily settlement price. Securities for which
market quotations are not readily available are valued at a fair value as
determined in good faith by the Trust's Board of Trustees. Options are valued
at the last reported sale price or, if no sales are reported, at the mean
between the last reported bid and asked prices. Short-term investments are
valued at amortized cost (original cost plus amortized discount or accrued
interest).
(2) The premium paid by the Fund for the purchase of a call or put
option is recorded as an investment and subsequently "marked to market" to
reflect the current market value of the option purchased. If an option which
the Fund has purchased expires on the stipulated expiration date, the Fund
realizes a loss in the amount of the cost of the option. If the Fund enters
into a closing transaction, it realizes a gain (loss) if the proceeds from the
sale are greater (less) than the cost of the option purchased. If the Fund
exercises a put option, it realizes a gain or loss from the sale of the
underlying security and the proceeds from such sale will be decreased by the
premium originally paid. If the Fund exercises a call option, the cost of the
security purchased upon exercise is increased by the premium originally paid.
(3) The Fund may enter into futures contracts for delayed delivery of
securities on a future date at a specified price. Initial margin deposits made
upon entering into futures contracts and options on futures contracts are
maintained by the Fund's custodian in segregated asset accounts. During the
period the futures contract is open, changes in the value of the contract are
recognized as unrealized gains or losses by "marking to market" on a daily
basis to reflect the market value of the contract at the end of each day's
trading. Variation margin payments are received or made, depending upon whether
unrealized gains or losses are incurred. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the proceeds
from (or cost of) the closing transaction and the Fund's basis in the contract.
(4) The Fund may enter into reverse repurchase agreements which involve
the sale of securities held by the Fund to a bank or securities firm with an
agreement that the Fund will buy back the securities at a fixed future date at
a fixed price plus an agreed amount of "interest" which may be reflected in the
repurchase price. Reverse repurchase agreements are considered to be borrowings
by the Fund and the Fund will use the proceeds obtained from the sale of
securities to purchase other investments.
(5) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, debt
discounts are amortized using the straight-line method. Realized gains and
losses from security transactions are determined on the basis of identified
cost for both financial reporting and federal income tax purposes.
(6) Income dividends are declared daily by the Fund and paid or
reinvested at net asset value monthly. Other distributions are recorded by the
Fund on the ex-dividend date and may be reinvested at net asset value.
Effective April 1, 1993, the Fund adopted Statement of Position 93-2,
"Determination, Disclosure and Financial Statement Presentation of Income,
Capital Gains and Return of Capital Distributions by Investment Companies." As
a result of this statement, the Fund changed the classification of
distributions to shareholders to better disclose the differences between
financial statement amounts and distributions determined and reported in
accordance with income tax regulations. Accordingly, the Fund reclassified
$5,399 and $36,396 from undistributed net investment income and undistributed
net realized losses, respectively, to additional paid-in capital. Net
investment income, net realized losses and net assets were not affected by this
change.
(7) No provision for federal income taxes has been made since it is the
Fund's intention to distribute all of its taxable income and profits to its
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code.
11
<PAGE> 252
NOTES TO FINANCIAL STATEMENTS
Continued
NOTE A (Continued)
The Fund's tax year end is December 31. For federal income tax
purposes, at December 31, 1993, the Fund had an accumulated net realized
capital loss carryforward of approximately $308,200,000. The loss carryforward
will expire as follows: $231,900,000 - 1996, $50,300,000 - 1997, $19,100,000 -
1998, and $6,900,000 - 1999.
(8) The Fund reports custodian fees net of credits and charges
resulting from cash positions in the custodial accounts greater than or less
than the amounts required to settle portfolio transactions. For the year ended
March 31, 1994, these amounts were $27,051 and $17,104, respectively.
(9) With respect to U.S. government and U.S. government agency
securities in which the Fund may invest, only U.S. Treasury and Government
National Mortgage Association (GNMA) issues are backed by the full faith and
credit of the U.S. government. All other government issues are backed by the
issuing agencies and their general ability to borrow from the U.S. government.
Options and futures contracts on U.S. government securities are not issues of,
or guaranteed by, the U.S. government or its agencies.
<TABLE>
NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund's management fee is payable monthly to Transamerica Fund Management
Company (the "Investment Adviser"). The management fee is calculated based on
the following schedule:
<CAPTION>
AVERAGE DAILY NET ASSETS ANNUAL RATE
------------------------ -----------
<S> <C>
First $200 million 0.650%
Next $300 million 0.625%
Over $500 million 0.600%
</TABLE>
The Investment Adviser provides administrative services to the Fund
pursuant to an administrative service agreement. During the year ended March
31, 1994, the Fund paid or accrued $278,168 to the Investment Adviser for these
services.
During the year ended March 31, 1994, Transamerica Fund Distributors,
Inc. (the "Distributor"), an affiliate of the Investment Adviser, as principal
underwriter, retained $173,929 as its portion of the commissions charged on
sales of shares of the Fund.
The Fund paid no compensation directly to any officer. Certain officers
and a trustee of the Fund are affiliated with the Investment Adviser.
During the year ended March 31, 1994, the Fund paid legal fees of
$48,355 to Baker & Botts. A partner with Baker & Botts is an officer of the
Trust.
NOTE C - COST, PURCHASES AND SALES OF INVESTMENT SECURITIES
During the year ended March 31, 1994, purchases and sales of securities other
than short-term obligations, aggregated $3,192,698,719 and $3,335,644,708,
respectively.
At March 31, 1994, the identified cost of total investments owned is
the same for both financial reporting and federal income tax purposes. At March
31, 1994, the gross unrealized appreciation and gross unrealized depreciation
of investments and futures contracts for federal income tax purposes were
$1,639,275 and $31,668,083, respectively.
<TABLE>
Futures contracts which were open at March 31, 1994, were as follows:
<CAPTION>
UNREALIZED
DELIVERY NUMBER OF APPRECIATION
MONTH/YEAR/COMMITMENT CONTRACTS(1) (DEPRECIATION)
- --------------------- ------------ --------------
<S> <C> <C>
U.S. Treasury Bond Futures
June/94/short ................ 105 $ 206,562
U.S. Treasury Ten Year
Note Futures
June/94/long ................. 15 (11,250)
June/94/short ................ 500 1,334,875
--- ----------
620 $1,530,187
=== ==========
<FN>
(1) Each contract represents $100,000 in par value.
</TABLE>
12
<PAGE> 253
NOTES TO FINANCIAL STATEMENTS
Continued
NOTE D - PLAN OF DISTRIBUTION
Pursuant to Rule 12b-1 under the Investment Company Act of 1940, the Fund is
authorized to finance activities related to the distribution of its shares. The
distribution plan, together with the initial sales charge on shares sold,
complies with the regulations covering maximum sales charges assessed by mutual
funds distributed through securities dealers that are NASD members. The plan
permits the Fund to make payments to the Distributor up to 0.25% annually of
average daily net assets for certain distribution costs such as service fees
paid to dealers, production and distribution of prospectuses to prospective
investors, services provided to new and existing shareholders and other
distribution related activities. During the year ended March 31, 1994, the Fund
made payments to the Distributor of $1,649,416 related to the above activities.
---------------------------
<TABLE>
NOTE E - SHARE AND RELATED TRANSACTIONS
A summary of share transactions follows:
<CAPTION>
YEAR ENDED MARCH 31,
----------------------------------------------------------
1994 1993
---------------------------- --------------------------
SHARES DOLLARS SHARES DOLLARS
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Shares sold ....................................... 9,078,963 $ 76,399,947 10,229,931 $ 85,207,010
Shares issued in reinvestment of distributions .... 2,837,038 23,691,543 3,149,362 26,185,143
Shares redeemed ................................... (19,874,838) (166,026,976) (18,195,495) (151,836,387)
----------- ------------- ----------- -------------
Net decrease in shares outstanding ................ (7,958,837) $ (65,935,486) (4,816,202) $ (40,444,234)
=========== ============= =========== =============
<FN>
The components of net assets at March 31, 1994, are as follows:
Capital paid-in (unlimited number of shares authorized) ....................................... $ 974,801,409
Accumulated net realized loss on investments and futures contracts ............................ $(332,907,810)
Net unrealized depreciation of investments and futures contracts .............................. $ (30,028,808)
-------------
NET ASSETS .................................................................................... $ 611,864,791
=============
</TABLE>
13
<PAGE> 254
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Trustees
Transamerica Government Securities Trust,
a series of Transamerica Bond Fund
We have audited the accompanying statement of assets and liabilities of
Transamerica Government Securities Trust, a series of Transamerica Bond Fund,
including the schedule of investments, as of March 31, 1994, and the related
statement of operations for the year then ended, the statements of changes in
net assets for each of the two years in the period then ended, and the
financial highlights for each of the five years in the period then ended. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
March 31, 1994, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Transamerica Government Securities Trust, a series of Transamerica
Bond Fund, at March 31, 1994, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG
Houston, Texas
April 29, 1994
14
<PAGE> 255
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Trustees
John Hancock Government Securities Trust,
a series of John Hancock Bond Fund
We have audited the accompanying statement of assets and liabilities of John
Hancock Government Securities Trust, formerly Transamerica Government
Securities Trust, a series of John Hancock Bond Fund, formerly Transamerica
Bond Fund, including the schedule of investments, as of March 31, 1994, and the
related statement of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then ended, and
the financial highlights for each of the periods indicated therein. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of March 31, 1994, by correspondence with the custodian and brokers.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of John
Hancock Government Securities Trust, a series of John Hancock Bond Fund at March
31, 1994, the results of its operations for the year then ended, the changes in
its net assets for each of the two years in the period then ended, and the
financial highlights for each of the indicated periods, in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
<PAGE> 256
JOHN HANCOCK INVESTMENT QUALITY BOND FUND
JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT TRUST
CLASS A AND CLASS B SHARES
STATEMENT OF ADDITIONAL INFORMATION
MAY 15, 1995
This Statement of Additional Information ("SAI") provides information
about John Hancock Investment Quality Bond Fund ("Quality Bond Fund") and John
Hancock Adjustable U.S. Government Trust ("Adjustable Government Fund")
(individually, a "Fund" and collectively, the "Funds"), each a diversified
series of John Hancock Bond Fund (the "Trust"), in addition to the information
that is contained in each Fund's Prospectus, dated May 15, 1995.
This SAI is not a prospectus. It should be read in conjunction with
each Fund's Prospectus, a copy of which can be obtained free of charge by
writing or telephoning:
John Hancock Investor Services Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
1-800-225-5291
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Cross- Cross-
Referenced Referenced
Statement of to Quality to Adjustable
Additional Bond Fund Government
Information Prospectus Fund Prospectus
Page Page Page
------------ ---------- ---------------
<S> <C> <C> <C>
Organization of the Trust............... 1 7 7
Investment Objective and Policies....... 1 4 4
Certain Investment Practices............ 3 25 25
Investment Restrictions................. 9 4 4
Those Responsible for Management........ 13 7 7
Investment Advisory and Other Services.. 20 7 7
Distribution Contracts.................. 23 7 7
Net Asset Value......................... 26 14 14
Initial Sales Charge on Class A Shares.. 27 12 13
Deferred Sales Charge on Class B Shares. 28 12 13
Special Redemptions..................... 28 22 22
Additional Services and Programs........ 29 22 22
Description of the Funds' Shares........ 30 7 7
Tax Status.............................. 32 10 11
Calculation of Performance.............. 36 11 12
Brokerage Allocation.................... 40 N/A N/A
Transfer Agent Services................. 42 Back Cover Back Cover
Custody of Portfolio.................... 42 Back Cover Back Cover
Independent Auditors.................... 42 Back Cover Back Cover
Appendix A.............................. A-1 N/A N/A
Financial Statements.................... F-1 3 3
</TABLE>
<PAGE> 257
ORGANIZATION OF THE TRUST
The Trust is an open-end management investment company
organized as a Massachusetts business trust under a Declaration of
Trust dated December 12, 1984. The Trust currently has six series.
Prior to December 22, 1994, Quality Bond Fund was called Transamerica
Quality Bond Fund and Adjustable Government Fund was called
Transamerica Adjustable U.S. Government Trust.
Each Fund is managed by John Hancock Advisers, Inc. (the
"Adviser"), a wholly-owned indirect subsidiary of John Hancock Mutual
Life Insurance Company (the "Life Company"), chartered in 1862 with
national headquarters at John Hancock Place, Boston, Massachusetts.
John Hancock Funds, Inc. ("John Hancock Funds") acts as principal
distributor of the shares of each Fund.
INVESTMENT OBJECTIVE AND POLICIES
QUALITY BOND FUND
The investment objective of Quality Bond Fund is to earn a high
level of current income consistent with prudent risk and safety of
principal. Quality Bond Fund invests primarily in "investment
quality" fixed income securities rated within the three highest
quality ratings assigned by recognized rating services such as
Standard & Poor's Corporation (AAA, AA or A) or Moody's Investors
Service, Inc., (Aaa, Aa or A) and high quality money market
instruments, including commercial paper, certificates of deposit and
bankers' acceptances. In order to hedge against changes in interest
rates, the Fund may also purchase put and call options and engage in
transactions involving interest rate futures contracts and options on
such contracts.
The Fund and the Adviser are of the view that the term
"investment quality," in the Fund's name, denotes an overall
dollar-weighted average portfolio composition of investment grade and
that investing in securities rated less than investment grade (e.g.,
high yield/high risk securities) is appropriate in respect of its
investment objective so long as the dollar-weighted average quality of
its portfolio on a annual basis (notwithstanding unusual
circumstances) remains equal to or more than the lowest investment
grade category.
The ratings given to securities by rating agencies represent
their respective opinions of the qualities of the securities they
undertake to rate and are a generally accepted barometer of risk.
Nonetheless, such ratings are general and not absolute standards of
quality; their limitations include: (1) ratings are based largely on
historical financial data and may not accurately reflect the current
financial outlook of the issuer; (2) frequent occurrence of a lag
between the time a rating is assigned and the time publication of it
is updated; and (3) large differences may be present among the current
financial conditions of issuers within each rating category. For
these reasons, the Adviser does not rely solely on the ratings
assigned by recognized rating agencies in its evaluation and
monitoring of the Fund's investments to assure that the Fund's overall
portfolio is constituted in a manner consistent with the Fund's
investment objective and policies. Additionally, credit quality
limitations applicable to securities do not apply to deposits at the
bank or banks in which cash is maintained by the Fund. Many issuers
of fixed income securities choose not to have their obligations rated.
Although unrated securities eligible for purchase by the Fund must be
determined to be comparable in quality to securities having specified
ratings, the market for unrated securities may not be as broad as for
rated securities since many investors rely on rating agencies for
credit appraisal. In determining which securities to purchase or hold
in the
<PAGE> 258
Fund's portfolio (including rated or unrated securities) and in
seeking to reduce credit and interest rate risk consistent with the
Fund's investment objective and policies, the Adviser will rely on
information from various sources, including: the rating of the
security; research, analysis and appraisals of brokers and dealers;
the views of the Fund's Trustees and others regarding economic
developments and interest rate trends; and the Adviser's own analysis
of factors it deems relevant as it pertains to achieving the Fund's
investment objective(s).
SPECIAL CONSIDERATIONS. Although Quality Bond Fund's
investment policies provide that up to 35% of its total assets may be
invested in fixed income securities rated lower than the three highest
categories of either Standard & Poor's Corporation ("S&P") or Moody's
Investors Services, Inc. ("Moody's"), the Fund has no present
intention of investing more than 34% of its net assets in securities
rated lower than BBB by S&P or Baa by Moody's ("High Yield/High Risk
Securities"). In addition to the risks described in the Prospectus,
(1) the value of high yield/high risk securities may be more
susceptible to real and perceived adverse economic or industry
conditions; (2) because of the absence of an established secondary
market, these securities may have a relatively low trading market
liquidity; and (3) low liquidity and adverse conditions could make it
difficult at times to sell certain securities or result in prices less
than those used in valuation of such securities held by the Fund.
ADJUSTABLE GOVERNMENT FUND
Adjustable Government Fund seeks, as its primary investment
objective, a high level of current income consistent with low
volatility of principal. Adjustable Government Fund pursues its
investment objective by investing all of its assets in Adjustable U.S.
Government Fund (the "Portfolio"), which in turn invests in a
portfolio consisting primarily of securities issued or guaranteed by
the U.S. Government, its agencies or instrumentalities ("U.S.
Government Securities.") Under normal circumstances, at least 65% of
the Portfolio's total assets will be invested in adjustable rate
mortgage securities ("ARMs") and pass-through securities representing
interests in loan pools and having periodic interest rate resets,
which in each case are U.S. Government Securities. Shares of the
Portfolio (which is also a series of the Trust) are offered by a
separate Prospectus and Statement of Additional Information to
institutional investors only.
OBLIGATIONS OF THE UNITED STATES, ITS AGENCIES AND
INSTRUMENTALITIES. In addition to U.S. Government Securities which
are adjustable rate mortgage securities and other pass through
securities representing interests in loan pools and having periodic
interest rate resets, Adjustable Government Fund (through the
Portfolio) may invest in a variety of other securities issued or
guaranteed as to principal and interest by the U.S. Government, its
agencies and instrumentalities. U.S. Treasury Bills, notes and bonds
are supported by the full faith and credit of the United States. Other
U.S. Government Securities are supported either by the full faith and
credit of the U.S. Government (such as securities of the Small
Business Administration), the right of the issuer to borrow from the
Treasury (such as securities of the Federal Home Loan Banks), the
discretionary authority of the U.S. Government to purchase the
agency's obligations (such as securities of the Federal National
Mortgage Association), or only the credit of the issuer. No assurance
can be given that the U.S. Government will provide financial support
to U.S. Government agencies, authorities or instrumentalities in the
future.
Adjustable Government Fund (through the Portfolio) may also
invest in separately U.S. traded principal and interest components of
securities guaranteed or issued by the U.S. Treasury if
-2-
<PAGE> 259
such components are traded independently under the Separate Trading of
Registered Interest and Principal of Securities program
("STRIPS").
Other investments of Adjustable Government Fund (and the
Portfolio) are set forth below under "Certain Investment Practices."
CERTAIN INVESTMENT PRACTICES
SINCE ADJUSTABLE GOVERNMENT FUND INVESTS ALL ITS ASSETS IN THE
PORTFOLIO, THE FOLLOWING INVESTMENT POLICY IS APPLICABLE TO BOTH THE
PORTFOLIO AND QUALITY BOND FUND.
LENDING OF PORTFOLIO SECURITIES. In order to generate
additional income, the Quality Bond Fund and the Portfolio may each,
from time to time, lend securities from their portfolios to brokers,
dealers and financial institutions such as banks and trust companies.
Such loans will be secured by collateral consisting of cash or U.S.
Government Securities which will be maintained in an amount equal to
at least 100% of the current market value of the loaned securities.
During the period of each loan, each of the Quality Bond Fund and the
Portfolio will receive the income on both the loaned securities and
the collateral and thereby increase their return. Cash collateral
will be invested in short-term high quality debt securities, which
will increase the current income of the Quality Bond Fund or the
Portfolio. The loans will be terminable by each of the Quality Bond
Fund and the Portfolio at any time and by the borrower on one day's
notice. Each of the Quality Bond Fund and the Portfolio will have the
right to regain record ownership of loaned securities to exercise
beneficial rights such as rights to interest or other distributions or
voting rights on important issues. Each of the Quality Bond Fund and
the Portfolio may pay reasonable fees to persons unaffiliated with the
Quality Bond Fund or the Portfolio for services in arranging such
loans. Lending of portfolio securities involves a risk of failure by
the borrower to return the loaned securities, in which event the
Quality Bond Fund or the Portfolio may incur a loss.
QUALITY BOND FUND
THE FOLLOWING INVESTMENT POLICIES ARE APPLICABLE ONLY TO THE
QUALITY BOND FUND:
LEVERAGE. As described in the Quality Bond Fund's Prospectus,
the Fund may from time to time increase its ownership of fixed income
securities by borrowing money on an unsecured basis to purchase
securities, provided that the aggregate amount of such borrowing, on
the date such borrowing is incurred, does not exceed 20% of the Fund's
total assets and only when (i) the cost of borrowing is below the
yield on securities being purchased at the time of such borrowing or
(ii) the cost of borrowing is equal to or greater than the yield of
securities being purchased at such time, if it is anticipated that
long-term interest rates shortly will decline in order that the Fund
may benefit from possible capital appreciation. Borrowings, for
temporary purposes, will only be made for the purpose set forth in
(ii) above with the prior approval of the Trustees.
The extent of borrowing will depend upon the availability of
funds, as well as the cost of borrowing, compared with the possible
benefits the Fund expects to achieve. Any income derived from the
borrowed funds used for investment purposes by the Fund, in excess of
the cost of borrowing, may cause the Fund's net income to rise more
rapidly than if borrowing were not used. If the income derived from
the borrowed funds is not sufficient to cover the cost of borrowing,
the Fund's net income may decline more rapidly than if borrowings were
not used. Should the Fund benefit from capital appreciation, any
investment gain made with the additional monies in excess of their net
cost to the Fund may cause the Fund's net asset value to rise faster
than would
-3-
<PAGE> 260
otherwise be the case. However, if the investment performance on the
borrowed monies fails to cover their net cost to the Fund, the
Fund's net asset value may decrease faster than would otherwise be the
case.
FOREIGN SECURITIES. Foreign investments of the Fund, as
discussed in the Prospectus, may include debt securities issued by
supranational entities. Supranational entities include international
organizations designated or supported by governmental entities to
promote economic reconstruction or development and international
banking institutions and related government agencies. Examples
include the International Bank for Reconstruction and Development (the
World Bank), the European Steel and Coal Community, the Asian
Development Bank, and the Inter-American Development Bank. The
government members or "stockholders" usually make initial capital
contributions to the supranational entity and in many cases are
committed to make additional capital contributions if the
supranational entity is unable to repay its borrowing. Each
supranational entity's lending activities are limited to a percentage
of its total capital (including "callable capital" contributed by
members at the entity's call), reserves and net income. Foreign
securities, like other securities of the Fund, will be held by the
Trust's custodian or by any sub-custodian which may hereafter be
appointed in accordance with applicable requirements of the Investment
Company Act of 1940, as amended (the "1940 Act"), and the rules
thereunder.
OPTIONS TRANSACTIONS. The matrix set forth below relates to
the use of certain major strategies involving options to different
interest rate outlooks by the Fund.
INTEREST RATE OUTLOOK
---------------------
DECLINING STABLE RISING
INTEREST INTEREST INTEREST
FUND STRATEGIES RATES RATES RATES
--------------- --------- -------- --------
Covered Call Writing
Out-of-the Money X
At-the-Money X
In-the-Money X
Purchase of Puts X
Secured Put Writing
Out-of-the-Money X
At the-Money X
In-the-Money X
Purchase of Calls X
COVERED CALL WRITING. An investor is engaged in covered call
writing when he sells the right to buy a security that he already owns
for a fee or premium. Because he already owns the security, the call
is collateralized or "covered." The exercise price of the call
options may be below ("in-the-money"), equal to ("at-the-money"), or
above ("out-of-the-money") the current market value of the underlying
securities at the times the options are written.
PURCHASE OF PUT. A right to sell a security at a specified
price for a specific period of time.
SECURED PUT WRITING. An investor is engaged in secured put
writing when he accepts the obligation to purchase a security at the
exercise price for a fee or premium and holds cash equivalents in
reserve to purchase the securities. Because the cash is reserved if
the option is
-4-
<PAGE> 261
exercised, the put is "secured." As in covered call writing, the
option can be "in," "at" or "out of the money."
PURCHASE OF CALL. A right to buy a security at a specified
price for a specific period of time.
SECURITIES OPTIONS. An option position may be closed out only
on an Exchange which provides a secondary market for an option of the
same series. Although the Fund will write call and put options only
when the Adviser believes that a liquid secondary market will exist on
an Exchange for options of the same series so that the Fund can effect
a closing purchase transaction if it desires to close out its
positions, there can be no assurance that a liquid secondary market
will exist for a particular option at any specific time. If a covered
call option writer is unable to effect a closing purchase transaction,
it cannot sell the underlying security until the option expires or the
option is exercised. Accordingly, a covered call option writer may
not be able to sell an underlying security at a time when it might
otherwise be advantageous to do so. A secured put option writer who
is unable to effect a closing purchase transaction would continue to
bear the risk of decline in the market price of the underlying
security until the option expires or is exercised. In addition, a
secured put writer would be unable to utilize the amount held in cash
or U.S. Government Securities as security for the put option for other
investment purposes until the exercise or expiration of the option.
In connection with the qualification of the Fund as a regulated
investment company under the Internal Revenue Code of 1986, as amended
(the "Code"), other restrictions on the Fund's ability to enter into
certain option transactions may apply from time to time (see "Tax
Status").
Possible reasons for the absence of a liquid secondary market
on an Exchange include the following: (a) insufficient trading
interest in certain options; (b) restrictions on transactions imposed
by an Exchange; (c) trading halts, suspensions or other restrictions
imposed with respect to particular classes or series of options or
underlying securities; (d) inadequacy of the facilities of an Exchange
or a national clearing corporation to handle trading volume; or (e) a
decision by one or more exchanges to discontinue the trading of
options or impose restrictions on types of orders. Although the
Options Clearing Corporation has stated that it believes, based on
forecasts provided by the Exchanges, that its facilities are adequate
to handle the volume of reasonably anticipated options transactions,
and although each Exchange has advised such clearing corporation that
it believes that its facilities will also be adequate to handle
reasonably anticipated volume, there can be no assurance that higher
than anticipated trading activity or order flow or other unforeseen
events might not at times render certain of these facilities
inadequate and thereby result in the institution of special trading
procedures or restrictions which could interfere with the Fund's
ability to effect closing purchase transactions with respect to
options written by it.
The Fund will engage in over-the-counter ("OTC") option
transactions only with primary U.S. Government securities dealers
recognized by the Federal Reserve Bank of New York. In the event that
any OTC option transaction is not subject to a forward price at which
the Fund has the absolute right to repurchase the OTC option which it
has sold, the value of the OTC option purchased and of the Fund's
assets used to "cover" the OTC option will be considered "illiquid
securities." The "formula" on which the forward price will be based
may vary among contracts with different primary dealers, but it will
be based on a multiple of the premium received by the Fund for writing
the option plus the amount, if any, of the option's intrinsic value,
i.e., current market value of the underlying securities minus the
option's stock price.
-5-
<PAGE> 262
The Fund's securities options transactions may be subject to
limitations established by each of the Exchanges governing the maximum
number of options in each class which may be held by a single investor
or group of investors acting in concert. Thus, the ability of the
Fund to enter into transactions involving options on debt securities
may be limited by transactions engaged in by the Adviser on behalf of
its other investment advisory clients. An Exchange may order the
liquidation of positions found to be in excess of these limits, and it
may impose certain other sanctions.
INTEREST RATE FUTURES CONTRACTS CHARACTERISTICS. Currently,
futures contracts can be purchased and sold with respect to U.S.
Treasury bonds, U.S. Treasury notes, and GNMA's on the Chicago Board
of Trade and with respect to U.S. Treasury bills on the International
Monetary Market at the Chicago Mercantile Exchange.
In contrast to the purchase or sale of a security, no price is
paid or received by Quality Bond Fund upon the purchase or sale of a
futures contract. Rather, the Fund will initially be required to
deposit with the Trust's broker an amount of cash or U.S. Treasury
bills equal to approximately 5% of the contract amount. This is
called "initial margin." Such initial margin is in the nature of a
performance bond or good faith deposit on the contract, which is
returned to the Fund upon termination of the futures contract,
assuming all contractual obligations have been satisfied. In
addition, because under current futures industry practice daily
variations in gains and losses on open contracts are required to be
reflected in cash in the form of variation margin payments, the Fund
may be required to make additional payments during the term of the
contract to the broker. Such payments would be required in the event
that the price of an underlying debt security declined during the term
of a debt security futures contract purchased by the Fund or in the
event that the price of an underlying debt security has risen during
the term of a debt security futures contract sold by the Fund. In all
instances involving the purchase of futures contracts or call options
on futures contracts by the Fund, an amount of cash together with such
other securities as may be permitted by applicable regulatory
authorities to be utilized for such purpose, at least equal to the
market value of the futures contracts, will be deposited in a
segregated account with the Fund's Custodian to collateralize the
position. At any time prior to the expiration of a futures contract,
the Fund may elect to close its position by taking an opposite
position which will operate to terminate the Fund's positions in the
futures contract. See "Risks Relating to Transactions in Futures
Contracts" below.
RISKS RELATING TO TRANSACTIONS IN FUTURES CONTRACTS. There are
several risks in connection with the use of interest rate futures
contracts by the Fund. One risk arises due to the imperfect
correlation between movements in the prices of futures contracts and
movements in the prices of the underlying U.S. Government Securities.
The price of a futures contract may move more than or less than the
price of the securities being hedged. If the price of the futures
moves less than the price of the securities which are the subject of
the hedge, the hedge will not be fully effective. On the other hand,
if the price of the securities being hedged has moved in an
unfavorable direction to the Fund, the Fund would be in a better
position than if it had not hedged at all. If the price of the future
moves more than the price of the security, the Fund will experience
either a gain or loss on the future which will not be completely
offset by movements in the price of the securities which are the
subject of the hedge. In addition to the possibility that there may
be an imperfect correlation between movements in prices of futures
contracts and portfolio securities being hedged, it is also possible
that if the Fund has hedged, the market prices of futures contracts
may be affected by certain factors. If participants in the futures
market elect to close out their contracts through offsetting
transactions rather than meet margin deposit requirements, distortions
in the normal relationship between the debt securities and futures
-6-
<PAGE> 263
markets could result. Price distortions could also result if
investors in futures contracts opt to make or take delivery of
underlying securities rather than engage in closing transactions due
to the resultant reduction in the liquidity of the futures market. In
addition, due to the fact that, from the point of view of speculators,
the deposit requirements in the futures markets are less onerous than
margin requirements in the cash market, increased participation by
speculators in the futures market could cause temporary price
distortions. Due to the possibility of price distortions in the
futures market and because of the imperfect correlation between
movements in the prices of the U.S. Government Securities and
movements in the prices of futures contracts, a correct forecast of
interest rate trends by the Adviser may still not result in a
successful hedging transaction.
FOREIGN CURRENCY TRANSACTIONS. As discussed in Quality Bond
Fund's Prospectus, securities denominated in non-U.S. currencies,
whether issued by a non-U.S. or a U.S. issuer, may be affected
favorably or unfavorably by changes in currency rates and exchange
control regulations, and costs will be incurred in connection with
conversions from one currency into another. Foreign currency exchange
rates are determined by forces of supply and demand on the foreign
exchange markets. These forces are, in turn, affected by the
international balance of payments and other economic and financial
conditions; government intervention; speculation and other factors.
Generally, the foreign currency exchange transactions of the Fund will
be conducted on a spot basis (i.e., cash basis) at the spot rate for
purchasing or selling currency prevailing in the foreign currency
exchange market. The Fund may also enter into forward currency
contracts to purchase or sell foreign currencies (i.e., non-U.S.
currencies) as a hedge against possible variations in foreign exchange
rates. A forward foreign currency exchange contract is an agreement
between the contracting parties to exchange an amount of currency at
some future time at an agreed upon rate. The rate can be higher or
lower than the spot rate between the currencies that are the subject
of the contract. A forward contract generally has no deposit
requirement, and such transactions do not involve commissions. By
entering into a forward contract for the purchase or sale of the
amount of foreign currency invested in a foreign security transaction,
the Fund can hedge against possible variations in the value of the
dollar versus the subject currency either between the date the foreign
security is purchased or sold and the date on which payment is made or
received or during the time the Fund holds the foreign security.
Hedging against a decline in the value of a currency in the foregoing
manner does not eliminate fluctuations in the prices of portfolio
securities or prevent losses if the prices of such securities decline.
Furthermore, such hedging transactions preclude the opportunity for
gain if the value of the hedged currency should rise. The Fund will
not speculate in forward currency contracts. If the Fund enters into
a "position hedging transaction," which is the sale of forward
non-U.S. currency with respect to a portfolio security denominated in
such foreign currency, its custodian bank will place cash or liquid
equity or debt securities in a separate account of the Fund in an
amount equal to the value of the Fund's total assets committed to the
consummation of such forward contract. If the value of the securities
placed in the account declines, additional cash or securities will be
placed in the account so that the value of the account will equal the
amount of the Fund's commitments with respect to such contracts. The
Fund will not enter into a forward contract for a term of more than
one year. The Fund will enter into such transactions only to the
extent deemed appropriate by its Adviser.
ADJUSTABLE GOVERNMENT FUND
THE FOLLOWING INVESTMENT POLICIES ARE APPLICABLE ONLY TO THE
PORTFOLIO THROUGH WHICH ADJUSTABLE GOVERNMENT FUND INVESTS ALL ITS
ASSETS.
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<PAGE> 264
SECURITIES TRANSACTIONS SUBJECT TO DELAYED SETTLEMENT. As
described under "Investments, Techniques and Risk Factors" in the
Prospectus for the Adjustable Government Fund, securities purchased
for which the normal settlement date occurs later than the settlement
date which is normal for U.S. Treasury obligations and the securities
held in the Portfolio are subject to changes in value (both
experiencing appreciation when interest rates decline and depreciation
when interest rates rise) based upon the public's perception of the
creditworthiness of the issuer and changes, real or anticipated, in
the level of interest rates. Purchasing securities subject to delayed
settlement can involve a risk that the yields available in the market
when the delivery takes place may actually be higher than those
obtained in the transaction itself. A separate account of the
Portfolio consisting of cash or liquid debt securities equal to the
amount of the delayed settlement commitments will be established at
the Trust's custodian bank. For the purpose of determining the
adequacy of the securities in the account, the deposited securities
will be valued at market value using the valuation procedures for all
other investments. If the market or fair value of such securities
declines, additional cash or highly liquid securities will be placed
in the account daily so that the value of the account will equal the
amount of such commitments by the Portfolio. On the settlement date
of these delayed settlement securities, the Portfolio will meet its
obligations from then available cash flow, sale of securities held in
the separate account, sale of other securities or, although it would
not normally expect to do so, from sale of the delayed settlement
securities themselves (which may have a value greater or lesser than
the Portfolio's payment obligations). Sale of securities to meet such
obligations will generally result in the realization of capital gains
or losses.
WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES. The Portfolio
may purchase securities on a when-issued or forward commitment basis.
"When-issued" refers to securities whose terms are available and for
which a market exists, but which have not been issued. The Portfolio
will engage in when-issued transactions with respect to securities
purchased for its portfolio in order to obtain what is considered to
be an advantageous price and yield at the time of the transaction.
For when-issued transactions, no payment is made until delivery is
due, often a month or more after the purchase. In a forward
commitment transaction, the Portfolio contracts to purchase securities
for a fixed price at a future date beyond customary settlement time.
When the Portfolio engages in forward commitment and
when-issued transactions, it relies on the seller to consummate the
transaction. The failure of the issuer or seller to consummate the
transaction may result in the Portfolio losing the opportunity to
obtain a price and yield considered to be advantageous. The purchase
of securities on a when-issued and forward commitment basis also
involves a risk of loss if the value of the security to be purchased
declines prior to the settlement date.
On the date the Portfolio enters into an agreement to purchase
securities on a when-issued or forward commitment basis, the Portfolio
will segregate in a separate account cash or liquid, high grade debt
securities equal in value to the Portfolio's commitment. These assets
will be valued daily at market, and additional cash or securities will
be segregated in a separate account to the extent that the total value
of the assets in the account declines below the amount of the when-
issued commitments. Alternatively, the Portfolio may enter into
offsetting contracts for the forward sale of other securities that it
owns.
REPURCHASE AGREEMENTS. The Portfolio may enter into repurchase
agreements. A repurchase agreement is a contract under which the
Portfolio would acquire a security for a relatively short period
(generally not more than 7 days) subject to the obligation of the
seller to repurchase and the Portfolio to resell such security at a
fixed time and price (representing the
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<PAGE> 265
Portfolio's cost plus interest). The Portfolio will enter into
repurchase agreements only with member banks of the Federal Reserve
System and with securities dealers. The Adviser will continuously
monitor the creditworthiness of the parties with whom the Portfolio
enters into repurchase agreements. The Portfolio has established a
procedure providing that the securities serving as collateral for each
repurchase agreement must be delivered to the Portfolio's custodian
either physically or in book-entry form and that the collateral must
be marked to market daily to ensure that each repurchase agreement is
fully collateralized at all times. In the event of bankruptcy or
other default by a seller of a repurchase agreement, the Portfolio
could experience delays in liquidating the underlying securities and
could experience losses, including the possible decline in the value
of the underlying securities during the period in which the Portfolio
seeks to enforce its rights thereto, possible subnormal levels of
income and lack of access to income during this period, and the
expense of enforcing its rights.
REVERSE REPURCHASE AGREEMENTS. As briefly described in its
Prospectus, the Portfolio may also enter into reverse repurchase
agreements which involve the sale of securities held in its portfolio
to a bank or securities firm with an agreement that the Portfolio will
buy back the securities at a fixed future date at a fixed price plus
an agreed amount of interest which may be reflected in the repurchase
price. Reverse repurchase agreements are considered to be borrowings
by the Portfolio. The Portfolio will use proceeds obtained from the
sale of securities pursuant to reverse repurchase agreements to
purchase other investments. The use of borrowed funds to make
investments is a practice known as "leverage," which is considered
speculative. Use of reverse repurchase agreements is an investment
technique that is intended to increase income. Thus, the Portfolio
will enter into a reverse repurchase agreement only when the Adviser
determines that the interest income to be earned from the investment
of the proceeds is greater than the interest expense of the
transaction. However there is a risk that interest expense will
nevertheless exceed the income earned. Reverse repurchase agreements
involve the risk that the market value of securities purchased by the
Portfolio with proceeds of the transaction may decline below the
repurchase price of the securities sold by the Portfolio which it is
obligated to repurchase. The Portfolio would also continue to be
subject to the risk of a decline in the market value of the securities
sold under the agreements because it will reacquire those securities
upon effecting their repurchase. To minimize various risks associated
with reverse repurchase agreements, the Portfolio would establish and
maintain with the Portfolio's custodian a separate account consisting
of highly liquid, marketable securities in an amount at least equal to
the repurchase prices of the securities (plus any accrued interest
thereon) under such agreements. In addition, the Portfolio would not
enter into reverse repurchase agreements exceeding in the aggregate 33
1/3% of the value of its total net assets (including for this purpose
other borrowings of the Portfolio). The Portfolio will enter into
reverse repurchase agreements only with selected registered broker/
dealers or with federally insured banks or savings and loan
associations which are approved in advance as being creditworthy by
the Trustees. Under procedures established by the Trustees, the
Adviser will monitor the creditworthiness of the firms involved.
INVESTMENT RESTRICTIONS
Quality Bond Fund, Adjustable Government Fund and the Portfolio
have each adopted the following fundamental investment restrictions.
These restrictions may not be changed without approval by holders of a
"majority of the outstanding shares" of the applicable Fund. A
majority for this purpose means the holders of: (a) more than 50% of
the outstanding shares, or (b) 67% or more of the shares represented
at a meeting where more that 50% of the outstanding shares are
represented, whichever is less. Whenever the Adjustable Government
Fund is requested to vote
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on a change in a fundamental investment restriction of the Portfolio,
the Adjustable Government Fund will hold a meeting of its
shareholders and will cast a vote as instructed by its shareholders.
THE QUALITY BOND FUND MAY NOT:
1. Invest more than 25% of total assets in the securities of issuers
in any one industry. For purposes of this restriction, gas,
electric, water and telephone utilities will each be treated as
separate industries. This restriction does not apply to
obligations issued or guaranteed by the United States government,
its agencies or instrumentalities.
2. Make short sales of securities or purchase securities on margin,
except for such short-term loans as are necessary for the
clearance of purchases of portfolio securities. Borrowing for
the purpose of purchasing securities within the limitations
described under "Investments, Techniques and Risk Factors" in the
Prospectus to the Quality Bond Fund shall not be prohibited by
this investment restriction.
3. Engage in the underwriting of securities except insofar as the
Fund may be deemed an underwriter under the Securities Act of
1933 in disposing of a portfolio security.
4. Purchase or sell real estate or interests therein (including
limited partnership interests), although the Fund may purchase
securities of issuers which engage in real estate operations and
securities which are secured by real estate or interests therein.
5. Purchase oil, gas or other mineral leases, rights or royalty
contracts or exploration or development programs, except that the
Fund may invest in securities of companies which invest in or
sponsor such programs.
6. Purchase securities of other investment companies, except in
connection with a merger, consolidation, reorganization or
acquisition of assets.
7. Invest for the purpose of exercising control or management of
another company.
8. Invest in securities of any company if, to the knowledge of the
Trust, any officer or director of the Trust or its Adviser owns
more than 1/2 of 1% of the outstanding securities of such
company, and all such officers and directors own in the aggregate
more than 5% of the outstanding securities of such company.
9. Issue senior securities, as defined in the 1940 Act, except that
the Fund may enter into repurchase and reverse repurchase
agreements, lend portfolio securities, and leverage and borrow
as described under "Investments, Techniques and Risk Factors" in
the Prospectus for the Fund.
10. Make loans of money or securities, except by (a) the purchase of
fixed income obligations; (b) investing in repurchase agreements;
or (c) lending its portfolio securities. See "Investments,
Techniques and Risk Factors" in the Prospectus for the Fund.
11. Purchase or sell commodities or commodity futures contracts
except financial futures and options on such futures for
hedging purposes under policies developed by the Trust's Board of
Trustees.
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<PAGE> 267
12. Invest more than 5% of its total assets in the securities of any
one issuer (other than obligations of, or guaranteed by, the U.S.
government, its agencies or instrumentalities) or purchase more
than 10% of the voting securities or more than 10% of any class
of securities of any one issuer.
13. Invest more than 5% of its total assets in securities of
companies having a record, together with predecessors, of
less than three years continuous operation. This restriction
shall not apply to any obligation of the United States
government, its agencies or instrumentalities.
14. Invest more than 5% of its total assets in restricted securities.
15. Issue senior securities, as defined in the 1940 Act, except that
the Fund may enter into repurchase and reverse repurchase
agreements, lend portfolio securities, and leverage and borrow.
For purposes of this restriction, the Fund will not borrow money
except as provided under the Fund's policies regarding leverage
(up to 20% of the Fund's total assets), and reverse repurchase
agreements (up to 33-1/3% of the Fund's net assets) so long as
total borrowings do not exceed 33-1/3% of the Fund's net assets.
NEITHER THE ADJUSTABLE GOVERNMENT FUND NOR THE PORTFOLIO MAY:
1. borrow money, except that as a temporary measure for
extraordinary or emergency purposes either the Fund or the
Portfolio may borrow from banks in aggregate amounts at any one
time outstanding not exceeding 33 1/3% of the total assets
(including the amount borrowed) of the Fund or the Portfolio,
respectively, valued at market; and neither the Fund nor the
Portfolio may purchase any securities at any time when borrowings
exceed 5% of the total assets of the Fund or the Portfolio,
respectively (taken at market value). This borrowing restriction
does not prohibit the use of reverse repurchase agreements (see
"Reverse Repurchase Agreements"). For purposes of this
investment restriction, forward commitment transactions shall not
constitute borrowings. Interest paid on any borrowings will
reduce the Fund's net investment income;
2. make short sales of securities or purchase any security on
margin, except that the Fund or the Portfolio may obtain such
short-term credit as may be necessary for the clearance of
purchases and sales of securities (this restriction does not
apply to securities purchased on a when-issued basis);
3. underwriter securities issued by other persons, except insofar
as the Fund or the Portfolio may technically be deemed an
underwriter under the Securities Act of 1933 in selling a
security, and except that the Fund may invest all or
substantially all of its assets in another registered
investment company having substantially the same investment
objectives as the Fund;
4. make loans to other persons except (a) through the lending of
securities held by the Fund or the Portfolio, (b) through the
purchase of debt securities in accordance with the
respective investment policies of the Fund and the Portfolio (the
entry into repurchase agreements is not considered a loan for
purposes of this restriction);
5. with respect to 75% of its total assets, purchase the securities
of any one issuer (except securities issued or guaranteed by the
U.S. Government and its agencies or instrumentalities, as
to which there are no percentage limits or restrictions) if
immediately
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<PAGE> 268
after and as a result of such purchase (a) more than 5% of the
value of its assets would be invested in that issuer, or (b) the
Fund or the Portfolio would hold more than 10% of the outstanding
voting securities of that issuer, except that the Fund may invest
all or substantially all of its assets in another registered
investment company having substantially the same investment
objectives as the Fund;
6. purchase or sell real estate (including limited partnership
interests) other than securities secured by real estate or
interests therein including mortgage-related securities or
interests in oil, gas or mineral leases in the ordinary course of
business (the Fund and the Portfolio each reserves the freedom of
action to hold and to sell real estate acquired as a result of
the ownership of securities);
7. invest more than 25% of its total assets in the securities of
issuers whose principal business activities are in the same
industry (excluding obligations of the U.S. Government, its
agencies and instrumentalities and repurchase agreements) except
that the Fund may invest all or substantially all of its assets
in another registered investment company having substantially the
same objectives as the Fund;
8. issue any senior security (as that term is defined in the 1940
Act) if such issuance is specifically prohibited by the 1940 Act
or the rules and regulations promulgated thereunder;
9. invest in illiquid securities, including repurchase agreements
maturing in more than seven days but excluding securities which
may be resold pursuant to Rule 144A under the Securities Act
of 1933, if, as a result thereof, more than 10% of the net assets
(taken at market value at the time of each investment of the Fund
or the Portfolio, as the case may be) would be invested in such
securities, except that the Fund may invest all or substantially
all of its assets in another registered investment company having
substantially the same investment restrictions as the Fund; or
10. Invest in securities of any company if, to the knowledge of the
Trust, any officer or director of the Trust or its Adviser owns
more than 1/2 of 1% of the outstanding securities of such
company, and all such officers and directors own in the aggregate
more than 5% of the outstanding securities of such company.
The Adjustable Government Fund and the Portfolio have also
adopted the following additional operating restrictions that may be
required by various state laws and administrative positions. These
operating restrictions are not fundamental policies and may be changed
by the Fund without approval of its shareholders and by the Portfolio
without the approval of the Fund or any other investors in the
Portfolio.
Under those operating restrictions, neither the Fund nor the
Portfolio may:
(a) invest in companies for the purpose of exercising control or
management, except that the Fund may invest all or substantially
all of its assets in another registered investment company
having substantially the same investment restrictions as the
Fund;
(b) make investments in the securities of other investment companies,
except that the Fund may invest all or substantially all of its
assets in another registered investment company having
substantially the same investment restrictions as the Fund and
except as otherwise
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<PAGE> 269
permitted by the 1940 Act or in connection with a merger,
consolidation, or reorganization;
(c) invest in securities of issuers (other than U.S. Government
Securities) having a record of less than three years of
continuous operation (for this purpose, the period of operation
of any issuer shall include the period of operation of any
predecessor or unconditional guarantor of such issuer) if,
regarding all securities, more than 5% of the total assets (taken
at market value at the time of each investment) of the Fund or
the Portfolio, as the case may be would be invested in such
securities, except that the Fund may invest all or substantially
all of its assets in another registered investment company having
substantially the same investment restrictions as the Fund;
(d) invest in commodities and commodity futures contracts, put or
call options or any combination thereof;
(e) mortgage, pledge, hypothecate or in any manner transfer, as
security for indebtedness, any securities owned by the Fund or
the Portfolio except as may be necessary in connection with
borrowings mentioned in investment restriction no. 1 above; or
(f) purchase warrants of any issuer, except on a limited basis, if,
as a result, more than 2% of the value of its total assets would
be invested in warrants which are not listed on the New York
Stock Exchange and more than 5% of the value of its total assets
would be invested in warrants, whether or not so listed, such
warrants in each case to be valued at the lesser of cost or
market, but assigning no value in each case to warrants acquired
by the Fund in units or attached to debt securities.
Pursuant to an undertaking with a certain state, neither the
Fund nor the Portfolio will invest more than 15% of its respective net
assets in illiquid and restricted securities so long as shares of the
Fund are registered for sale in such state.
__________________________
THOSE RESPONSIBLE FOR MANAGEMENT
The business of each Fund is managed by the Trustees who elect
officers who are responsible for the day-to-day operations of each
Fund and who execute policies formulated by the Trustees. Several of
the officers and Trustees of Quality Bond Fund, Adjustable Government
Fund and the Portfolio are also officers and directors of the Adviser
or officers and directors of John Hancock Funds.
Set forth below is the principal occupation or employment of
the Trustees and officers of the Trust during the past five years.
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<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
---------------- -------------- -----------------------
<S> <C> <C>
Edward J. Boudreau, Jr.* Trustee, Chairman and Chief Executive
101 Huntington Avenue Chairman and Officer, the Adviser and The
Boston, MA 02199 Chief Executive Berkeley Financial Group
Officer(1)(2) ("The Berkeley Group");
Chairman, NM Capital
Management, Inc. ("NM
Capital"); John Hancock
Advisers International Limited
("Advisers International");
John Hancock Funds, Inc.;
John Hancock Investor
Services Corporation
("Investor Services"); and
Sovereign Asset Management
Corporation ("SAMCorp");
(hereinafter the Adviser, the
Berkeley Group, NM Capital,
Advisers International, John
Hancock Funds, Inc., Investor
Services and SAMCorp are
collectively referred to as the
"Affiliated Companies");
Chairman, First Signature
Bank & Trust; Director, John
Hancock Freedom Securities
Corporation, John Hancock
Capital Corporation, New
England/Canada Business
Council; Member, Investment
Company Institute Board of
Governors; Trustee, Museum
of Science; President, the
Adviser (until July 1992);
Trustee or Director of other
investment companies
managed by the Adviser; and
Chairman, John Hancock
Distributors, Inc. (until April,
1994).
James F. Carlin Trustee Chairman and CEO, Carlin
233 West Central Street Consolidated, Inc. (insurance);
Natick, MA 01760 Director, Arbella Mutual
Insurance Company
(insurance), Consolidated
Group Trust (group health
plan), Carlin Insurance
</TABLE>
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<PAGE> 271
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
---------------- -------------- -----------------------
<S> <C> <C>
Agency, Inc. and West
Insurance Agency, Inc.;
Receiver, the City of Chelsea
(until August 1992); and
Trustee or Director of other
investment companies
managed by the Adviser.
William H. Cunningham Trustee Chancellor, University of
601 Colorado Street Texas System and former
O'Henry Hall President of the University of
Austin, TX 78701 Texas, Austin, Texas; Regents
Chair in Higher Education
Leadership; James L. Bayless
Chair for Free Enterprise;
Professor of Marketing and
Dean College of Business
Administration/Graduate
School of Business
(1983-1985); Centennial Chair
in Business Education
Leadership, 1983-1985;
Director, LaQuinta Motor Inns,
Inc. (hotel management
company); Director,
Jefferson-Pilot Corporation
(diversified life insurance
company); Director,
Freeport-McMoran Inc. (oil
and gas company); Director,
Barton Creek Properties, Inc.
(1988-1990) (real estate
development) and LBJ
Foundation Board (education
foundation); and Advisory
Director, Texas Commerce
Bank - Austin.
Charles L. Ladner Trustee(3) Director, Energy North, Inc.
UGI Corporation (public utility holding
460 North Gulph Road company); Senior Vice
King of Prussia, PA 19406 President, Finance UGI Corp.
(public utility holding
company) (until 1992); and
Trustee or Director of other
investment companies
managed by the Adviser.
</TABLE>
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<PAGE> 272
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
---------------- -------------- -----------------------
<S> <C> <C>
Leo E. Linbeck, Jr. Trustee Chairman, President, Chief
3810 W. Alabama Executive Officer and
Houston, TX 77027 Director, Linbeck Corporation
(a holding company engaged
in various phases of the
construction industry and
warehousing interests);
Director and Chairman,
Federal Reserve Bank of
Dallas; Chairman of the Board
and Chief Executive Officer,
Linbeck Construction
Corporation; Director,
Panhandle Eastern Corporation
(a diversified energy
company); Director, Daniel
Industries, Inc. (manufacturer
of gas measuring products and
energy related equipment);
Director, GeoQuest
International, Inc. (a
geophysical consulting firm);
and Director, Greater Houston
Partnership.
Patricia P. McCarter Trustee(3) Director and Secretary, the
Swedesford Road McCarter Corp. (machine
RD #3, Box 121 manufacturer); and Trustee or
Malvern, PA 19355 Director of other investment
companies managed by the
Adviser.
Steven R. Pruchansky Trustee(1)(3) Director and Treasurer, Mast
360 Horse Creek Drive, #208 Holdings, Inc.; Director,
Naples, FL 33942 First Signature Bank & Trust
Company (until August 1991);
General Partner, Mast Realty
Trust; President, Maxwell
Building Corp. (until 1991);
and Trustee or Director of
other investment companies
managed by the Adviser.
Norman H. Smith Trustee(3) Lieutenant General, USMC,
Rt. 1, Box 249 E Deputy Chief of Staff for
Linden, VA 22642 Manpower and Reserve
Affairs, Headquarters Marine
Corps; Commanding General
III Marine Expeditionary
Force/3rd Marine Division
</TABLE>
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<PAGE> 273
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
---------------- -------------- -----------------------
<S> <C> <C>
(retired 1991); and Trustee or
Director of other investment
companies managed by the
Adviser.
John P. Toolan Trustee(3) Director, The Smith Barney
13 Chadwell Place Muni Bond Funds, The Smith
Morristown, NJ 07960 Barney Tax-Free Money Fund,
Inc., Vantage Money Market
Funds (mutual funds), The
Inefficient-Market Fund, Inc.
(closed-end investment
company) and Smith Barney
Trust Company of Florida;
Chairman, Smith Barney Trust
Company (retired December,
1991); Director, Smith Barney,
Inc., Mutual Management
Company and Smith, Barney
Advisers, Inc. (investment
advisers) (retired 1991); and
Senior Executive Vice
President, Director and
member of the Executive
Committee, Smith Barney,
Harris Upham & Co.,
Incorporated (investment
bankers) (until 1991); and
Trustee or Director of other
investment companies
managed by the Adviser.
Robert G. Freedman* Vice Chairman President and Chief
101 Huntington Avenue and Chief Investment Officer, the
Boston, MA 02199 Investment Adviser.
Officer(2)
Anne C. Hodsdon* President(2) Executive Vice President, the
101 Huntington Avenue Adviser.
Boston, MA 02199
James B. Little* Senior Vice Senior Vice President, the
101 Huntington Avenue President and Adviser.
Boston, MA 02199 Chief Financial
Officer
Thomas H. Drohan* Senior Vice Senior Vice President and
101 Huntington Avenue President and Secretary, the Adviser.
Boston, MA 02199 Secretary
</TABLE>
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<PAGE> 274
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
---------------- -------------- -----------------------
<S> <C> <C>
Michael P. DiCarlo* Senior Vice Senior Vice President, the
101 Huntington Avenue President(2) Adviser.
Boston, MA 02199
Edgar Larsen* Senior Vice Senior Vice President, the
101 Huntington Avenue President Adviser.
Boston, MA 02199
B.J. Willingham* Senior Vice Senior Vice President, the
101 Huntington Avenue President Adviser. Formerly, Director
Boston, MA 02199 and Chief Investment Officer
of Transamerica Fund
Management Company.
James J. Stokowski* Vice President Vice President, the Adviser.
101 Huntington Avenue and Treasurer
Boston, MA 02199
Susan S. Newton* Vice President Vice President and Assistant
101 Huntington Avenue and Compliance Secretary, the Adviser.
Boston, MA 02199 Officer
John A. Morin* Vice President. Vice President, the Adviser.
101 Huntington Avenue
Boston, MA 02199
<FN>
___________________________
* An "interested person" of the Fund, as such term is defined in the 1940 Act.
(1) Member of the Executive Committee. Under the Trust's Declaration of Trust, the
Executive Committee may generally exercise most of the powers of the Board of
Directors.
(2) A Member of the Investment Committee of the Adviser.
(3) Member of the Audit Committee and the Committee on Administration.
(4) A Member of the Audit, Administration and Compensation Committees.
</TABLE>
All of the officers listed are officers or employees of the
Adviser or affiliated companies. Some of the Trustees and officers may
also be officers and/or directors and/or trustees of one or more of
the other funds for which the Adviser serves as investment adviser.
As of April 28, 1995, there were 10,943,821 shares of Quality
Bond Fund outstanding and officers and trustees of Quality Bond Fund
as a group beneficially owned less than 1% of these outstanding
shares. At such date, no person owned of record or beneficially as
much as 5% of the outstanding shares of Quality Bond Fund.
As of April 28, 1995, there were 2,261,487 shares of Adjustable
Government Fund outstanding and officers and trustees of Adjustable
Government Fund as a group beneficially
-18-
<PAGE> 275
owned less than 1% of these outstanding shares. At such date, Merrill
Lynch Pierce Fenner & Smith, Inc., Jacksonville, Florida held of
record 213,732 shares representing approximately 9% of the shares
outstanding of Adjustable Government Fund. At such date, no other
person owned of record or beneficially as much as 5% of the
outstanding shares of Adjustable Government Fund.
As of December 22, 1994, the Trustees have established an
Advisory Board which acts to facilitate a smooth transition of
management over a two-year period (between Transamerica Fund
Management Company ("TFMC"), the prior investment adviser of each
Fund, and the Adviser). The members of the Advisory Board are distinct
from the Board of Trustees, do not serve the Funds in any other
capacity and are persons who have no power to determine what
securities are purchased or sold on behalf of a Fund. Each member of
the Advisory Board may be contacted at 101 Huntington Avenue, Boston,
Massachusetts 02199.
Members of the Advisory Board and their respective principal
occupations during the past five years are as follows:
R. Trent Campbell, President, FMS, Inc. (financial and management
services); former Chairman of the Board, Mosher Steel Company.
Mrs. Lloyd Bentsen, Formerly National Democratic Committeewoman
from Texas; co-founder, Houston Parents' League; former board
member of various civic and cultural organizations in Houston,
including the Houston Symphony, Museum of Fine Arts and YWCA.
Mrs. Bentsen is presently active in various civic and cultural
activities in the Washington, D.C. area, including membership on
the Area Board for The March of Dimes and is a National Trustee
for the Botanic Gardens of Washington, D.C.
Thomas R. Powers, Formerly Chairman of the Board, President and
Chief Executive Officer, TFMC; Director, West Central Advisory
Board, Texas Commerce Bank; Trustee, Memorial Hospital System;
Chairman of the Board of Regents of Baylor University; Member,
Board of Governors, National Association of Securities Dealers,
Inc.; Formerly, Chairman, Investment Company Institute; formerly,
President, Houston Chapter of Financial Executive Institute.
Thomas B. McDade, Chairman and Director, TransTexas Gas Company;
Director, Houston Industries and Houston Lighting and Power
Company; Director, TransAmerican Companies (natural gas producer
and transportation); Member, Board of Managers, Harris County
Hospital District; Advisory Director, Commercial State Bank, El
Campo; Advisory Director, First National Bank of Bryan; Advisory
Director, Sterling Bancshares; Former Director and Vice Chairman,
Texas Commerce Bancshares; and Vice Chairman, Texas Commerce
Bank.
COMPENSATION OF THE BOARD OF TRUSTEES AND ADVISORY BOARD. Each
Trustee who is not an "interested person," as such term is defined in
the 1940 Act ("Independent Trustee"), receives an annual retainer of
$44,000, a meeting fee of $4,000 for each of the four regularly
scheduled meetings held during the year and a fee of $25 per day or
actual travel expenses, whichever is greater. This compensation is
apportioned among the John Hancock funds, including the Funds, on
which such Trustees serve based on the net asset value of such funds.
Advisory Board Members receive from the John Hancock funds an annual
retainer of $40,000 and a meeting fee of $7,000 for each of the two
regularly scheduled meetings to be held in 1995 and the one in 1996.
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For the fiscal year ended March 31, 1994, the Trust paid Trustees'
fees in the aggregate of $26,337 to all the Trustees then serving
as such.
INVESTMENT ADVISORY AND OTHER SERVICES
INVESTMENT MANAGEMENT CONTRACT. Quality Bond Fund and the
Portfolio (referred to under this sub-caption individually as a
"Fund," and collectively as, the "Funds") receive their investment
advice from the Adviser. Investors should refer to the applicable
Prospectus for a description of certain information concerning the
investment management contracts. Each of the Trustees and principal
officers affiliated with the Funds who is also an affiliated person of
the Adviser is named above, together with the capacity in which such
person is affiliated with the Funds, the Adviser or TFMC (each Fund's
prior investment adviser).
The Adviser, located at 101 Huntington Avenue, Boston,
Massachusetts 02199-7603, was organized in 1968 and has more than $13
billion in assets under management in its capacity as investment
adviser to the Funds and the other mutual funds and publicly traded
investment companies in the John Hancock group of funds having a
combined total of over 1,060,000 shareholders. The Adviser is a
wholly-owned subsidiary of The Berkeley Financial Group, which is in
turn a wholly-owned subsidiary of John Hancock Subsidiaries, Inc.,
which is in turn a wholly-owned subsidiary of the Life Company, one of
the most recognized and respected financial institutions in the
nation. With total assets under management of $80 billion, the Life
Company is one of the ten largest life insurance companies in the
United States and carries Standard & Poor's and A.M. Best's highest
ratings. Founded in 1862, the Life Company has been serving clients
for over 130 years.
The Trust on behalf of each Fund has entered into an investment
management contract with the Adviser. Under the investment management
contracts, the Adviser provides the Funds with (i) a continuous
investment program, consistent with each Fund's stated investment
objective and policies, (ii) supervision of all aspects of each Fund's
operations except those that are delegated to a custodian, transfer
agent or other agent and (iii) such executive, administrative and
clerical personnel, officers and equipment as are necessary for the
conduct of each Fund's business. The Adviser is responsible for the
day-to-day management of the portfolio assets of Quality Bond Fund and
the Portfolio.
No person other than the Adviser and its directors and
employees regularly furnishes advice to the Funds with respect to the
desirability of a Fund investing in, purchasing or selling securities.
The Adviser may from time to time receive statistical or other similar
factual information, and information regarding general economic
factors and trends, from the Life Company and its affiliates.
Under the terms of the investment management contract with the
Trust on behalf of each Fund, the Adviser provides the Fund with
office space, equipment and supplies and other facilities and
personnel required for the business of the Fund. The Adviser pays the
compensation of all officers and employees of the Trust and pays the
expenses of clerical services relating to the administration of the
Funds. All expenses which are not specifically paid by the Adviser
and which are incurred in the operation of a Fund including, but not
limited to, (i) the fees of the Independent Trustees of the Trust,
(ii) the fees of the members of the Fund's Advisory Board (described
above) and (iii) the continuous public offering of the shares of the
Fund are borne by such Fund. Subject to the conditions set forth in a
private letter ruling that the Funds have
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received from the Internal Revenue Service relating to their
multiple-class structure, class expenses properly allocable to any
Class A or Class B shares will be borne exclusively by such class
of shares.
As provided by the investment management contract, Quality Bond
Fund pays the Adviser an investment management fee, which is accrued
daily and paid monthly in arrears, equal on an annual basis to a
percentage of the Fund's average daily net asset value as follows:
Average Daily Net Assets of Fee
Quality Bond Fund (annual rate)
----------------- -------------
Not exceeding $75 million....................... 0.6250%
$75 million but not exceeding $150 million...... 0.5625%
$150 million and over........................... 0.5000%
As provided by the investment management contract, the
Portfolio pays the Adviser an investment management fee, which is
accrued daily and paid monthly in arrears, equal on an annual basis to
0.40% of the Portfolio's average daily net asset value.
The Adviser may voluntarily and temporarily reduce its advisory
fee or make other arrangements to limit a Fund's expenses to a
specified percentage of average daily net assets. The Adviser retains
the right to re-impose the advisory fee and recover any other payments
to the extent that, at the end of any fiscal year, such Fund's annual
expenses fall below this limit.
In the event normal operating expenses of a Fund, exclusive of
certain expenses prescribed by state law, are in excess of any state
limit where the Fund is registered to sell shares of beneficial
interest, the fee payable to the Adviser will be reduced to the extent
of such excess and the Adviser will make any additional arrangements
necessary to eliminate any remaining excess expenses. Currently, the
most restrictive limit applicable to the Funds is 2.5% of the first
$30,000,000 of the Fund's average daily net asset value, 2% of the
next $70,000,000 and 1.5% of the remaining average daily net asset
value.
Pursuant to the investment management contract, the Adviser is
not liable to a Fund or its shareholders for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with
the matters to which the contract relates, except a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of
the Adviser in the performance of its duties or from its reckless
disregard of the obligations and duties under the applicable contract.
The initial term of each investment management contract expires
on December 22, 1996 and each investment management contract will
continue in effect from year to year thereafter if approved annually
by a vote of a majority of the Independent Trustees of the Trust cast
in person at a meeting called for the purpose of voting on such
approval, and by either a majority of the Trustees or the holders of a
majority of the Fund's outstanding voting securities. Each management
contract may, on 60 days' written notice, be terminated at any time
without the payment of any penalty to the applicable Fund by vote of a
majority of the outstanding voting securities of such Fund, by the
Trustees or by the Adviser. Each management contract terminates
automatically in the event of its assignment.
Securities held by the Funds may also be held by other funds or
investment advisory clients for which the Adviser or its affiliates
provide investment advice. Because of different
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investment objectives or other factors, a particular security may be
bought for one or more funds or clients when one or more are selling
the same security. If opportunities for purchase or sale of
securities by the Adviser or for other funds or clients for which the
Adviser renders investment advice arise for consideration at or
about the same time, transactions in such securities will be made,
insofar as feasible, for the respective funds or clients in a manner
deemed equitable to all of them. To the extent that transactions on
behalf of more than one client of the Adviser or its respective
affiliates may increase the demand for securities being purchased or
the supply of securities being sold, there may be an adverse effect on
price.
Under the investment management contracts, the Funds may use
the name "John Hancock" or any name derived from or similar to it only
for so long as the applicable investment management contract or any
extension, renewal or amendment thereof remains in effect. If a
Fund's investment management contract is no longer in effect, the Fund
(to the extent that it lawfully can) will cease to use such name or
any other name indicating that it is advised by or otherwise connected
with the Adviser. In addition, the Adviser or the Life Company may
grant the non-exclusive right to use the name "John Hancock" or any
similar name to any other corporation or entity, including but not
limited to any investment company of which the Life Company or any
subsidiary or affiliate thereof or any successor to the business of
any subsidiary or affiliate thereof shall be the investment adviser.
For the fiscal years ended March 31, 1992, 1993 and 1994
advisory fees payable by Quality Bond Fund to TFMC, the Fund's former
investment adviser, amounted to $552,022, $660,259 and $668,868,
respectively.
For the period December 31, 1991 through March 31, 1992 and the
fiscal years ended March 31, 1993 and 1994, advisory fees payable by
the Portfolio to TFMC, the Portfolio's former investment adviser,
amounted to $5,480, $123,662 and $184,072, respectively; however, a
portion of such fees were not imposed pursuant to the voluntary fee
and expense limitation arrangements then in effect (see "The
Portfolio's and the Fund's Expenses" in the Adjustable Government Fund
Prospectus).
Adjustable Government Fund has retained the services of John
Hancock Advisers, Inc. ("John Hancock Advisers") as administrator, but
has not retained its services as an investment adviser since
Adjustable Government Fund seeks to achieve its investment objective
by investing all of its assets in the Portfolio.
ADMINISTRATION AGREEMENT FOR ADJUSTABLE GOVERNMENT FUND.
Pursuant to an administration agreement, dated December 22, 1994, John
Hancock Advisers provides Adjustable Government Fund with general
office facilities and supervises the overall administration of the
Fund including, among other responsibilities, the negotiation of
contracts and fees with, and the monitoring of performance and
billings of the independent contractors and agents of Adjustable
Government Fund, the preparation and filing of all documents required
for compliance by Adjustable Government Fund with applicable laws and
regulations and arranging for the maintenance of books and records
(other than accounting books and records) of Adjustable Government
Fund. John Hancock Advisers pays all compensation of the Trustees,
officers and employees of Adjustable Government Fund who are
affiliated persons of John Hancock Advisers.
Under the administration agreement, John Hancock Advisers
receives from Adjustable Government Fund, a fee at an annual rate of
0.10% of the Fund's average daily net assets, subject to the expense
limitation provisions described below. For the period December 31,
1991 through
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March 31, 1992, and for fiscal years ended March 31, 1993 and 1994,
respectively, administration fees paid by Adjustable Government Fund
to TFMC, the Fund's former administrator, amounted to $1,371,
$30,977 and $46,091, respectively; however, all such fees were not
imposed pursuant to the voluntary fee and expense limitation
arrangements then in effect (see "The Portfolio's and the Fund's
Expenses" in the Adjustable Government Fund Prospectus).
Under the administration agreement, neither John Hancock
Advisers nor its personnel is liable for any error of judgment or
mistake of law or for any act or omission in the administration of
Adjustable Government Fund except for willful misfeasance, bad faith
or gross negligence in the performance of its duties or from reckless
disregard of its obligations and duties under the administration
agreement.
ADMINISTRATIVE SERVICES AGREEMENT. Each of Quality Bond Fund,
Adjustable Government Fund and the Portfolio was a party to an
administrative services agreement with TFMC (the "Services
Agreement"), pursuant to which TFMC performed bookkeeping and
accounting services and functions, including preparing and maintaining
various accounting books, records and other documents and keeping such
general ledgers and portfolio accounts as are reasonably necessary for
the operation of Quality Bond Fund, Adjustable Government Fund or the
Portfolio, as the case may be. Other administrative services included
communications in response to shareholder inquiries and certain
printing expenses of various financial reports. In addition, such
staff and office space, facilities and equipment was provided as
necessary to provide the required administrative services. The
Services Agreement was amended in connection with the appointment of
the Adviser as adviser to each Fund and the administrator to
Adjustable Government Fund to permit services under the Agreement to
be provided by the Adviser and its affiliates. The Services Agreement
was terminated during the current fiscal year.
For the fiscal years ended March 31, 1992, 1993 and 1994,
Quality Bond Fund paid to TFMC (pursuant to the Services Agreement)
$81,796, $83,509 and $82,370, respectively, of which $65,298, $66,409
and $67,013, respectively, was paid to TFMC and $16,498, $17,100 and
$15,357, respectively, were paid for certain data processing and
pricing information services.
For the period December 31, 1991 through March 31, 1992, and
for the fiscal years ended March 31, 1993 and 1994, Adjustable
Government Fund paid to TFMC (pursuant to the Services Agreement)
$4,520, $42,650 and $18,021, respectively, of which $4,520, $40,524
and $14,730, respectively, was paid to TFMC and $0, $2,126 and $3,291,
respectively, were paid for certain data processing and pricing
information services.
For the period December 31, 1991 through March 31, 1992, and
for the fiscal years ended March 31, 1993 and 1994, the Portfolio paid
TFMC (pursuant to the Services Agreement) $3,099, $37,033 and $38,012,
respectively, of which $3,099, $26,189 and $26,722, respectively, was
paid to TFMC and $0, $10,844 and $11,290, respectively, were paid for
certain data processing and pricing information services.
DISTRIBUTION CONTRACTS
DISTRIBUTION CONTRACTS. Each Fund's shares are sold on a
continuous basis at the public offering price. John Hancock Funds, a
wholly-owned subsidiary of the Adviser, has the exclusive right,
pursuant to Distribution Contracts dated December 22, 1994 (the
"Distribution Contracts"), to purchase shares from the Funds at net
asset value for resale to the public or to broker-dealers at the
public offering price. Upon notice to all broker-dealers ("Selling
Brokers") with whom it has
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sales agreements, John Hancock Funds may allow such Selling Brokers up
to the full applicable sales charge during periods specified in such
notice. During these periods, such Selling Brokers may be deemed to
be underwriters as that term is defined in the Securities Act of 1933.
Each Distribution Contract was initially adopted on behalf of the
applicable Fund by the affirmative vote of the Trust's Trustees
including the vote of a majority of Independent Trustees cast in
person at a meeting called for such purpose. Each Distribution
Contract shall continue in effect until December 22, 1994 and from
year to year thereafter if approved by either the vote of the
respective Fund's shareholders or the Trustees, including the vote of
a majority of Independent Trustees of any such party, cast in person
at a meeting called for. Each Distribution Contract may be terminated
at any time, without penalty, by either party upon sixty (60) days'
written notice or by a vote of a majority of the outstanding voting
securities of the applicable Fund and terminates automatically in the
case of an assignment by John Hancock Funds.
Total underwriting commissions for sales of Quality Bond Fund's
Class A shares for the fiscal years ended March 31, 1992, 1993 and
1994 were $673,226, $925,685 and $355,258, respectively. Of such
amounts $82,756, $97,163 and $37,666, respectively, were retained by
Quality Bond Fund's former distributor, Transamerica Fund
Distributors, Inc. and the remainder was reallowed to dealers.
Total underwriting commissions for sales of Adjustable
Government Fund's Class A shares for the period December 31, 1991
through March 31, 1992 and the fiscal years ended March 31, 1993 and
1994 were $44,521, $303,663 and $59,793, respectively. Of such
amounts $0, $37,148 and $7,455, respectively, were retained by
Adjustable Government Fund's former distributor, Transamerica Fund
Distributors, Inc. and the remainder was reallowed to dealers.
DISTRIBUTION PLAN. The Board of Trustees, including the
Independent Trustees of each Fund, approved new distribution plans
pursuant to Rule 12b-1 under the 1940 Act for Class A shares ("Class A
Plan") and Class B shares ("Class B Plan"). Such Plans were approved
by a majority of the outstanding shares of each respective class on
December 16, 1994 and became effective on December 22, 1994.
Under the Class A Plans, the distribution or service fee will
not exceed an annual rate of 0.25% of the average daily net asset
value of the Class A shares of the Funds (determined in accordance
with each Fund's Prospectus as from time to time in effect). Any
expenses under a Fund's Class A Plan not reimbursed within 12 months
of being presented to the Fund for repayment are forfeited and not
carried over to future years. Under a Fund's Class B Plan, the
distribution or service fee to be paid by the Fund will not exceed an
annual rate of 1.00% of the average daily net assets of the Class B
shares of the Fund (determined in accordance with such Fund's
prospectus as from time to time in effect); provided that the portion
of such fee used to cover Service Expenses (described below) shall not
exceed an annual rate of 0.25% of the average daily net asset value of
the Class B shares of the Fund. John Hancock Funds has agreed to
limit the payment of expenses pursuant to Adjustable Government Fund's
Class B Plan to 0.90% of the average daily net assets of the Class B
shares of such Fund. Under a Fund's Class B Plan, the fee covers the
Distribution and Service Expenses (described below) and interest
expenses on unreimbursed distribution expenses. In accordance with
generally accepted accounting principles, neither Fund treats
unreimbursed distribution expenses attributable to Class B shares as a
liability of the Fund and does not reduce the current net assets of
Class B by such amount although the amount may be payable in the
future.
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Under the Plans, expenditures shall be calculated and accrued
daily and paid monthly or at such other intervals as the Trustees
shall determine. The fee may be spent by John Hancock Funds on
Distribution Expenses or Service Expenses. "Distribution Expenses"
include any activities or expenses primarily intended to result in the
sale of shares of the relevant class of a Fund, including, but not
limited to: (i) initial and ongoing sales compensation payable out of
such fee as such compensation is received by John Hancock Funds or by
Selling Brokers, (ii) direct out-of-pocket expenses incurred in
connection with the distribution of shares, including expenses related
to printing of prospectuses and reports; (iii) preparation, printing
and distribution of sales literature and advertising material; (iv) an
allocation of overhead and other branch office expenses of John
Hancock Funds related to the distribution of Fund shares (v)
distribution expenses that were incurred by a Fund's former
distributor and not recovered through payments under the Class A or
Class B former plans or through receipt of contingent deferred sales
charges; and (vi) in the event that any other investment company (the
"Acquired Fund") sells all or substantially all of its assets to,
merges with or otherwise engages in a combination with a Fund,
distribution expenses originally incurred in connection with the
distribution of the Acquired Fund's shares. Service Expenses under
the Plans include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of John
Hancock Funds) and others who furnish personal and shareholder account
maintenance services to shareholders of the relevant class of the
Fund.
During the fiscal year ended March 31, 1994, total payments
made by Quality Bond Fund under the former Class A Rule 12b-1 plan to
the former distributor amounted to $264,754, and of such amount
$11,739, $38,795, $18,735, $169,047 and $26,438 represented payments
for (1) the cost of printing and distribution prospectuses and
financial reports to investors, (2) various sales literature, (3)
advertising expenses, (4) distribution and/or administrative services
and (5) service fees, respectively. For the fiscal year ended March
31, 1994, no payments were made by Adjustable Government Fund under
the Class A Plan.
During the fiscal year ended March 31, 1994, total payments
made by Adjustable Government Fund under the former Class B Rule 12b-1
plan to the former distributor amounted to $93,843 all of which
represented distribution fees of which $55,671, $11,134 and $27,038
represented payments for dealer commissions, underwriting fees and
carrying charges, respectively.
During the fiscal year ended March 31, 1994, total payments
made by Quality Bond Fund under the former Class B Rule 12b-1 plan to
the former distributor amounted to $32,558 of which $8,161 represented
service fees and $24,397 represented distribution fees of which
$14,455, $3,614 and $6,328 represented payments for dealer
commissions, underwriting fees and carrying charges, respectively.
For the fiscal year ended March 31, 1994, the former
distributor received $53,744 in contingent deferred sales charges from
redemption of Adjustable Government Fund's Class B shares. For the
fiscal year ended March 31, 1994, the former distributor received
$6,525 in contingent deferred sales charges from redemption of Quality
Bond Fund's Class B shares.
Each Plan provides that it will continue in effect only so long
as its continuance is approved at least annually by a majority of both
the Trustees and the Independent Trustees. Each Plan provides that it
may be terminated (a) at any time by vote of a majority of the
Trustees, a majority of the Independent Trustees, or a majority of the
respective Class' outstanding voting securities or (b) by John Hancock
Funds on 60 days' notice in writing to a Fund. Each Plan further
provides that it may not be amended to increase the maximum amount of
the fees for the services described therein without the approval of a
majority of the outstanding shares of the class
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of a Fund which has voting rights with respect to the Plan. Each Plan
provides that no material amendment to the Plan will, in any event, be
effective unless it is approved by a majority vote of the Trustees and
the Independent Trustees of the Trust. The holders of Class A shares
and Class B shares have exclusive voting rights with respect to the
Plan applicable to their respective class of shares. By adopting the
Plans, the Board of Trustees has determined that, in its judgment,
there is a reasonable likelihood that each Plan will benefit the
holders of the applicable class of shares of the applicable Fund.
Information regarding the services rendered under the Plans and
the Distribution Contracts and the amounts paid therefore by the
respective Class of each Fund are provided to, and reviewed by, the
Board of Trustees on a quarterly basis. In its quarterly review, the
Board of Trustees considers the continued appropriateness of the Plans
and the Distribution Contracts and the level of compensation provided
therein.
When the Trust seeks an Independent Trustee to fill a vacancy
or as a nominee for election by shareholders, the selection or
nomination of the Independent Trustee is, under resolutions adopted by
the Trustees contemporaneously with their adoption of the Plans,
committed to the discretion of the Committee on Administration of the
Trustees. The members of the Committee on Administration are all
Independent Trustees and identified in this Statement of Additional
Information under the heading "Those Responsible for Management."
NET ASSET VALUE
For purposes of calculating the net asset value ("NAV") of a
Fund's shares, the following procedures are utilized wherever
applicable. The NAV of Adjustable Government Fund will reflect the
value of the Portfolio's portfolio securities.
Debt investment securities are valued on the basis of valuations
furnished by a principal market maker or a pricing service, both of
which generally utilize electronic data processing techniques to
determine valuations for normal institutional size trading units of
debt securities without exclusive reliance upon quoted prices.
Short-term debt investments which have a remaining maturity of
60 days or less are generally valued at amortized cost, which
approximates market value. If market quotations are not readily
available or if in the opinion of the Adviser any quotation or price is
not representative of true market value, the fair value of the security
may be determined in good faith in accordance with procedures approved
by the Trustees.
In the case of Quality Bond Fund, any assets or liabilities
expressed in terms of foreign currencies are translated into U.S.
dollars by the custodian bank based on London currency exchange
quotations as of 5:00 p.m., London time (12:00 noon, New York time) on
the date of any determination of Quality Bond Fund's NAV.
The Funds will not price their securities on the following
national holidays: New Year's Day; Presidents' Day; Good Friday;
Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and
Christmas Day. On any day an international market is closed and the
New York Stock Exchange is open, any foreign securities will be valued
at the prior day's close with the current day's exchange rate. Trading
of foreign securities may take place on Saturdays and U.S. business
holidays on which a Fund's NAV is not calculated. Consequently,
Quality Bond Fund's portfolio
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securities may trade and the NAV of such Fund's redeemable securities
may be significantly affected on days when a shareholder has no
access to the Fund.
INITIAL SALES CHARGE ON CLASS A SHARES
INITIAL SALES CHARGE ON CLASS A SHARES. The sales charges
applicable to purchases of Class A shares of a Fund are described in
each Fund's Class A and Class B Prospectus. Methods of obtaining
reduced sales charges referred to generally in the Prospectus are
described in detail below. In calculating the sales charge applicable
to current purchases of Class A shares, the investor is entitled to
cumulate current purchases with the greater of the current value (at
offering price) of the Class A shares of a Fund, or if Investor
Services is notified by the investor's dealer or the investor at the
time of the purchase, the cost of the Class A shares owned.
COMBINED PURCHASES. In calculating the sales charge applicable
to purchases of Class A shares made at one time, the purchases will be
combined if made by (a) an individual, his or her spouse and their
children under the age of 21 purchasing securities for his or her own
account, (b) a trustee or other fiduciary purchasing for a single
trust, estate or fiduciary account and (c) certain groups of four or
more individuals making use of salary deductions or similar group
methods of payment whose funds are combined for the purchase of mutual
fund shares. Further information about combined purchases, including
certain restrictions on combined group purchases, is available from
Investor Services or a Selling Broker's representative.
WITHOUT SALES CHARGE. As described in each Fund's Prospectus,
Class A shares of a Fund may be sold without a sales charge to certain
persons described in the Prospectus.
ACCUMULATION PRIVILEGE. Investors (including investors
combining purchases) who are already Class A shareholders may also
obtain the benefit of the reduced sales charge by taking into account
not only the amount then being invested but also the purchase price or
value of the Class A shares already held by such person.
COMBINATION PRIVILEGE. Reduced sales charges (according to the
schedule set forth in each Class A and Class B Prospectus) also are
available to an investor based on the aggregate amount of his
concurrent and prior investments in Class A shares of a Fund and shares
of all other John Hancock funds which carry a sales charge.
LETTER OF INTENTION. The reduced sales loads are also
applicable to investments made over a specified period pursuant to a
Letter of Intention (LOI), which should be read carefully prior to its
execution by an investor. Each Fund offers two options regarding the
specified period for making investments under the LOI. All investors
have the option of making their investments over a period of thirteen
(13) months. Investors who are using the Funds as funding mediums for
a qualified retirement plan, however, may opt to make the necessary
investments called for by the LOI over a forty-eight (48) month period.
These qualified retirement plans include IRA's, SEP, SARSEP, TSA,
401(k) plans, TSA plans and 457 plans. Such an investment (including
accumulations and combinations) must aggregate $50,000 or more invested
during the specified period from the date of the LOI or from a date
within ninety (90) days prior thereto, upon written request to Investor
Services. The sales charge applicable to all amounts invested under
the LOI is computed as if the aggregate amount intended to be invested
had been invested immediately. If such aggregate amount is not
actually invested, the difference in the sales charge actually paid and
the sales charge payable had the LOI not been in effect is due from the
investor. However, for the purchases actually made within the
specified period (either 13 or 48 months), the sales charge
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applicable will not be higher than that which would have been applied
(including accumulations and combinations) had the LOI been for
the amount actually invested.
The LOI authorizes Investor Services to hold in escrow
sufficient Class A shares (approximately 5% of the aggregate) to make
up any difference in sales charges on the amount intended to be
invested and the amount actually invested, until such investment is
completed within the specified period, at which time the escrow shares
will be released. If the total investment specified in the LOI is not
completed, the Class A shares held in escrow may be redeemed and the
proceeds used as required to pay such sales charge as may be due. By
signing the LOI, the investor authorizes Investor Services to act as
his attorney-in-fact to redeem any escrow shares and adjust the sales
charge, if necessary. A LOI does not constitute a binding commitment
by an investor to purchase, or by a Fund to sell, any additional shares
and may be terminated at any time.
DEFERRED SALES CHARGE ON CLASS A SHARES
Investments in Class B shares are purchased at net asset value
per share without the imposition of a sales charge so that a Fund will
receive the full amount of the purchase payment.
CONTINGENT DEFERRED SALES CHARGE. Class B shares which are
redeemed within six years for Investment Quality Bond Fund and within
four years for Adjustable Government Fund of date of purchase will be
subject to a contingent deferred sales charge ("CDSC") at the rates set
forth in the relevant Class A and Class B Prospectus as a percentage of
the dollar amount subject to the CDSC. The charge will be assessed on
an amount equal to the lesser of the current market value or the
original purchase cost of the Class B shares being redeemed.
Accordingly, no CDSC will be imposed on increases in account value
above the initial purchase prices, including Class B shares derived
from reinvestment of dividends or capital gains distributions.
The amount of the CDSC, if any, will vary depending on the
number of years from the time of payment for the purchase of Class B
shares until the time of redemption of such shares. Solely for purposes
of determining the number of years from the time of any payment for the
purchases of shares, all payments during a month will be aggregated and
deemed to have been made on the last day of the month.
Proceeds from the CDSC are paid to John Hancock Funds and are
used in whole or in part by John Hancock Funds to defray its expenses
related to providing distribution-related services to a Fund in
connection with the sale of the Class B shares, such as the payment of
compensation to select Selling Brokers for selling Class B shares. The
combination of the CDSC and the distribution and service fees
facilitates the ability of a Fund to sell the Class B shares without a
sales charge being deducted at the time of the purchase. See the
relevant Class A and Class B Prospectus for additional information
regarding the CDSC.
SPECIAL REDEMPTIONS
Although it would not normally do so, each Fund has the right to pay
the redemption price of shares of the Fund in whole or in part in
portfolio securities as prescribed the Trustees. When the shareholder
sells portfolio securities received in this fashion, he would incur a
brokerage charge. Any such securities would be valued for the purposes
of making such payment at the same value as used in determining net
asset value. Each Fund has elected to be governed by Rule 18f-1 under
the 1940 Act, pursuant to which each Fund is obligated to redeem shares
solely in
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cash up to the lesser of $250,000 or 1% of the net asset value of the
Fund during any 90 day period for any one account.
ADDITIONAL SERVICES AND PROGRAMS
EXCHANGE PRIVILEGE. As described more fully in each Prospectus,
each Fund permits exchanges of shares of any class of the Fund for
shares of the same class in any other John Hancock fund offering that
class.
SYSTEMATIC WITHDRAWAL PLAN. As described briefly in each Class
A and Class B Prospectus, each Fund permits the establishment of a
Systematic Withdrawal Plan. Payments under this plan represent
proceeds arising from the redemption of Fund shares. Since the
redemption price of Fund shares may be more or less than the
shareholder's cost, depending upon the market value of the securities
owned by a Fund at the time of redemption, the distribution of cash
pursuant to this plan may result in realization of gain or loss for
purposes of Federal, state and local income taxes. The maintenance of
a Systematic Withdrawal Plan concurrently with purchases of additional
Class A or Class B shares of a Fund could be disadvantageous to a
shareholder because of the initial sales charge payable on such
purchases of Class A shares and the CDSC imposed on redemptions of
Class B shares and because redemptions are taxable events. Therefore, a
shareholder should not purchase Fund shares at the same time as a
Systematic Withdrawal Plan is in effect. Each Fund reserves the right
to modify or discontinue the Systematic Withdrawal Plan of any
shareholder on 30 days' prior written notice to such shareholder, or to
discontinue the availability of such plan in the future. The
shareholder may terminate the plan at any time by giving proper notice
to Investor Services.
MONTHLY AUTOMATIC ACCUMULATION PROGRAM ("MAAP"). This program
is explained fully in each Fund's Class A and Class B Prospectus and
the Account Privileges Application. The program, as it relates to
automatic investment checks, is subject to the following conditions:
The investments will be drawn on or about the day of the month
indicated.
The privilege of making investments through the Monthly
Automatic Accumulation Program may be revoked by Investor Services
without prior notice if any investment is not honored by the
shareholder's bank. The bank shall be under no obligation to notify
the shareholder as to the non-payment of any check.
The program may be discontinued by the shareholder either by
calling Investor Services or upon written notice to Investor Services
which is received at least five (5) business days prior to the due date
of any investment.
REINVESTMENT PRIVILEGE. A shareholder who has redeemed Fund
shares may, within 120 days after the date of redemption, reinvest
without payment of a sales charge any part of the redemption proceeds
in shares of the same class of a Fund or another John Hancock mutual
fund, subject to the minimum investment limit in that fund. The
proceeds from the redemption of Class A shares may be reinvested at net
asset value without paying a sales charge in Class A shares of a Fund
or in Class A shares of another John Hancock mutual fund. If a CDSC
was paid upon a redemption, a shareholder may reinvest the proceeds
from that redemption at net asset value in additional shares of the
class from which the redemption was made. The shareholder's account
will be credited with the amount of any CDSC charged upon the prior
redemption and the new shares will continue to be subject to the CDSC.
The holding period of the shares acquired
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through reinvestment will, for purposes of computing the CDSC payable
upon a subsequent redemption, include the holding period of the
redeemed shares. A Fund may modify or terminate the reinvestment
privilege at any time.
A redemption or exchange of Fund shares is a taxable transaction
for Federal income tax purposes even if the reinvestment privilege is
exercised, and any gain or loss realized by a shareholder on the
redemption or other disposition of Fund shares will be treated for tax
purposes as described under the caption "Tax Status."
DESCRIPTION OF THE FUNDS' SHARES
Ownership in the Funds is represented by transferable shares of
beneficial interest. The Declaration of Trust permits the Trustees to
create an unlimited number of series and classes of shares of the Trust
and, with respect to each series and class, to issue an unlimited
number of full or fractional shares and to divide or combine the shares
into a greater or lesser number of shares without thereby changing the
proportionate beneficial interests of the series.
Each share of each series or class of the Trust represents an
equal proportionate interest with each other in that series or class,
none having priority or preference over other shares of the same series
or class. The interest of investors in the various series or classes
of the Trust is separate and distinct. All consideration received for
the sales of shares of a particular series or class of the Trust, all
assets in which such consideration is invested and all income, earnings
and profits derived from such investments will be allocated to and
belong to that series or class. As such, each such share is entitled
to dividends and distributions out of the net income belonging to that
series or class as declared by the Board of Trustees. Shares of the
Trust have a par value of $0.01 per share. The assets of each series
are segregated on the Trust's books and are charged with the
liabilities of that series and with a share of the Trust's general
liabilities. The Board of Trustees determines those assets and
liabilities deemed to be general assets or liabilities of the Trust,
and these items are allocated among each series in proportion to the
relative total net assets of each series. In the unlikely event that
the liabilities allocable to a series exceed the assets of that series,
all or a portion of such liabilities may have to be borne by the other
series.
Pursuant to the Declaration of Trust, the Trustees have
established six series of shares, including the Funds, and may
authorize the creation of additional series of shares (the proceeds of
which would be invested in separate, independently managed portfolios)
and additional classes within any series (which would be used to
distinguish among the rights of different categories of shareholders,
as might be required by future regulations or other unforeseen
circumstances). The four other series of Trust are John Hancock
Adjustable U.S. Government Trust, John Hancock Investment Quality Bond
Fund, John Hancock Government Securities Trust and John Hancock
Adjustable U.S. Government Fund. As of the date of this Statement of
Additional Information, the Trustees have authorized the issuance of
two classes of shares of the Funds, designated as Class A and Class B.
Class A and Class B shares of each Fund represent an equal
proportionate interest in the aggregate net asset values attributable
to that class of such Fund. Holders of Class A shares and Class B
shares each have certain exclusive voting rights on matters relating to
the Class A Plan and the Class B Plan, respectively, of the applicable
Fund. The different classes of the Funds may bear different expenses
relating to the cost of holding shareholder meetings necessitated by
the exclusive voting rights of any class of shares.
Dividends paid by the Funds, if any, with respect to each class
of shares will be calculated in the same manner, at the same time and
on the same day and will be in the same amount, except
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that (i) the distribution and service fees relating to Class A and
Class B shares will be borne exclusively by that Class, (ii) Class B
shares will pay higher distribution and service fees than Class A
shares and (iii) each of Class A shares and Class B shares will bear
any class expenses properly allocable to such class of shares,
subject to the conditions set forth in a private letter ruling that the
Funds have received from the Internal Revenue Service relating to their
multiple- class structure. Accordingly, the net asset value per share
may vary depending whether Class A shares or Class B shares are
purchased.
VOTING RIGHTS. Shareholders are entitled to a full vote for
each full share held. The Trustees themselves have the power to alter
the number and the terms of office of Trustees, and they may at any
time lengthen their own terms or make their terms of unlimited duration
(subject to certain removal procedures) and appoint their own
successors, provided that at all times at least a majority of the
Trustees have been elected by shareholders. The voting rights of
shareholders are not cumulative, so that holders of more than 50% of
the shares voting can, if they choose, elect all Trustees being voted
upon, while the holders of the remaining shares would be unable to
elect any Trustees. Although the Trust need not hold annual meetings
of shareholders, the Trustees may call special meetings of shareholders
for action by shareholder vote as may be required by the 1940 Act or
the Declaration of Trust. Also, a shareholder's meeting must be called
if so requested in writing by the holders of record of 10% or more of
the outstanding shares of the Trust. In addition, the Trustees may be
removed by the action of the holders of record of two-thirds or more of
the outstanding shares.
ADJUSTABLE GOVERNMENT FUND AND THE PORTFOLIO. While
shareholders of the Fund do not have direct voting rights on matters
relating to the Portfolio, shareholders of the Fund do have indirect
voting rights in respect of changes in the fundamental objective and
restrictions of the Portfolio the effect of which "passes through" to
the Portfolio. However, investors in other mutual funds which may in
the future invest in the Portfolio (note: information about such a
fund being a Portfolio shareholder is not required to be disclosed in
the Fund's prospectus) may also have similar voting rights which, when
exercised and representing sufficiently large holdings, may give such
investors "indirect" voting control regarding the operations of the
portfolio. (The Fund is presently the only mutual fund investing in
the portfolio.) Furthermore, changes in the fundamental objectives,
policies or restrictions of the Portfolio effected despite a prior
disapproval by Shareholders of the Fund, will cause the Fund to
withdraw its investment from the Portfolio which can result in
increased costs and expenses.
SHAREHOLDER LIABILITY. The Declaration of Trust provides that
no Trustee, officer, employee or agent of the Trust is liable to the
Trust or any series or to a shareholder, nor is any Trustee, officer,
employee or agent liable to any third persons in connection with the
affairs of the Trust, except as such liability may arise from his or
its own bad faith, willful misfeasance, gross negligence or reckless
disregard of his duties. It also provides that all third persons shall
look solely to the particular series' property for satisfaction of
claims arising in connection with the affairs of that series. With the
exceptions stated, the Declaration of Trust provides that a Trustee,
officer, employee or agent is entitled to be indemnified against all
liability in connection with the affairs of the Trust.
As a Massachusetts business trust, the Trust is not required to
issue share certificates. The Trust shall continue without limitation
of time subject to the provisions in the Declaration of Trust
concerning termination by action of the shareholders.
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Under Massachusetts law, shareholders of a Massachusetts
business trust could, under certain circumstances, be held personally
liable for acts or obligations of the trust. However, the Trust's
Declaration of Trust contains an express disclaimer of shareholder
liability for acts, obligations and affairs of the Trust. The
Declaration of Trust also provides for indemnification out of the
Trust's assets for all losses and expenses of any shareholder held
personally liable by reason of being or having been a shareholder.
Liability is therefore limited to circumstances in which the Trust
itself would be unable to meet its obligations, and the possibility of
this occurrence is remote.
TAX STATUS
Each Fund is treated as a separate entity for accounting and tax
purposes. Each Fund has qualified and elected to be treated as a
"regulated investment company" under Subchapter M of the Code and
intends to continue to so qualify in the future. As such and by
complying with the applicable provisions of the Code regarding the
sources of its income, the timing of its distributions, and the
diversification of its assets, each Fund will not be subject to Federal
income tax on its net income (including net short-term and long-term
capital gains) which is distributed to shareholders at least annually
in accordance with the timing requirements of the Code.
Each Fund will be subject to a 4% non-deductible Federal excise
tax on certain amounts not distributed (and not treated as having been
distributed) on a timely basis in accordance with annual minimum
distribution requirements. Each Fund intends under normal
circumstances to avoid liability for such tax by satisfying such
distribution requirements.
Distributions from a Fund's current or accumulated earnings and
profits ("E&P"), as computed for Federal income tax purposes, will be
taxable as described in the Funds' Prospectuses whether taken in shares
or in cash. Distributions, if any, in excess of E&P will constitute a
return of capital, which will first reduce an investor's tax basis in
Fund shares and thereafter (after such basis is reduced to zero) will
generally give rise to capital gains. Shareholders electing to receive
distributions in the form of additional shares will have a cost basis
for Federal income tax purposes in each share so received equal to the
amount of cash they would have received had they elected to receive the
distributions in cash, divided by the number of shares received.
Foreign exchange gains and losses realized by Quality Bond Fund
in connection with certain transactions involving foreign
currency-denominated debt securities, foreign currency forward
contracts, foreign currencies, or payables or receivables denominated
in a foreign currency are subject to Section 988 of the Code, which
generally causes such gains and losses to be treated as ordinary income
and losses and may affect the amount, timing and character of
distributions to shareholders. Any such transactions that are not
directly related to Quality Bond Fund's investment in stock or
securities, possibly including speculative currency positions or
currency derivatives not used for hedging purposes, may increase the
amount of gain it is deemed to recognize from the sale of certain
investments held for less than three months, which gain is limited
under the Code to less than 30% of its annual gross income, and could
under future Treasury regulations produce income not among the types of
"qualifying income" from which Quality Bond Fund must derive at least
90% of its annual gross income. If the net foreign exchange loss for a
year treated as ordinary loss under Section 988 were to exceed Quality
Bond Fund's investment company taxable income computed without regard
to such loss after consideration of regulations governing the treatment
of "post-October losses" (i.e., all of Quality Bond Fund's net income
other than any excess of net long-term capital gain over net short-term
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capital loss) the resulting overall ordinary loss for such year would
not be deductible by Quality Bond Fund or its shareholders in future
years.
Quality Bond Fund may be subject to withholding and other taxes
imposed by foreign countries with respect to its investments in foreign
securities. Tax conventions between certain countries and the U.S. may
reduce or eliminate such taxes. Investors may be entitled to claim
U.S. foreign tax credits or deductions with respect to such taxes,
subject to certain provisions and limitations contained in the Code.
Specifically, if more than 50% of the value of Quality Bond Fund's
total assets at the close of any taxable year consists of stock or
securities of foreign corporations, Quality Bond Fund may file an
election with the Internal Revenue Service pursuant to which
shareholders of Quality Bond Fund will be required to (i) include in
ordinary gross income (in addition to taxable dividends actually
received) their pro rata shares of foreign income taxes paid by Quality
Bond Fund even though not actually received by them, and (ii) treat
such respective pro rata portions as foreign income taxes paid by them.
If Quality Bond Fund makes this election, shareholders may then
deduct such pro rata portions of foreign income taxes in computing
their taxable incomes, or, alternatively, use them as foreign tax
credits, subject to applicable limitations, against their U.S. Federal
income taxes. Shareholders who do not itemize deductions for Federal
income tax purposes will not, however, be able to deduct their pro rata
portion of foreign income taxes paid by Quality Bond Fund, although
such shareholders will be required to include their share of such taxes
in gross income. Shareholders who claim a foreign tax credit for such
foreign taxes may be required to treat a portion of dividends received
from Quality Bond Fund as a separate category of income for purposes of
computing the limitations on the foreign tax credit. Tax-exempt
shareholders will ordinarily not benefit from this election. Each year
that Quality Bond Fund files the election described above, its
shareholders will be notified of the amount of (i) each shareholder's
pro rata share of foreign income taxes paid by Quality Bond Fund and
(ii) the portion of Quality Bond Fund dividends which represents income
from each foreign country. If Quality Bond Fund cannot or does not
make this election, it may deduct such taxes in computing its taxable
income.
For each Fund, the amount of net short-term and long-term
capital gains, if any, in any given year will vary depending upon the
Adviser's current investment strategy and whether the Adviser believes
it to be in the best interest of the Fund to dispose of portfolio
securities or, in the case of Quality Bond Fund, enter into options or
futures transactions that will generate capital gains. At the time of
an investor's purchase of Fund shares, a portion of the purchase price
is often attributable to realized or unrealized appreciation in the
Fund's portfolio. Consequently, subsequent distributions from such
appreciation may be taxable to such investor even if the net asset
value of the investor's shares is, as a result of the distributions,
reduced below the investor's cost for such shares, and the
distributions in reality represent a return of a portion of the
purchase price.
Upon a redemption of shares of a Fund (including by exercise of
the exchange privilege) a shareholder may realize a taxable gain or
loss depending upon his basis in his shares. Such gain or loss will be
treated as capital gain or loss if the shares are capital assets in the
shareholder's hands and will be long-term or short-term, depending upon
the shareholder's tax holding period for the shares. A sales charge
paid in purchasing Class A shares of a Fund cannot be taken into
account for purposes of determining gain or loss on the redemption or
exchange of such shares within 90 days after their purchase to the
extent shares of the Fund or another John Hancock Fund are subsequently
acquired without payment of a sales charge pursuant to the reinvestment
or exchange privilege. Such disregarded load will result in an
increase in the shareholder's tax basis
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in the shares subsequently acquired. Also, any loss realized on a
redemption or exchange may be disallowed to the extent the shares
disposed of are replaced with other shares of the same Fund within a
period of 61 days beginning 30 days before and ending 30 days after the
shares are disposed of, such as pursuant to the Dividend
Reinvestment Plan. In such a case, the basis of the shares acquired
will be adjusted to reflect the disallowed loss. Any loss realized
upon the redemption of shares with a tax holding period of six months
or less will be treated as a long-term capital loss to the extent of
any amounts treated as distributions of long-term capital gain with
respect to such shares.
Although its present intention is to distribute all net
short-term and long-term capital gains, if any, each Fund reserves the
right to retain and reinvest all or any portion of its "net capital
gain," which is the excess, as computed for Federal income tax
purposes, of net long-term capital gain over net short-term capital
loss in any year. The Funds will not in any event distribute net
long-term capital gains realized in any year to the extent that a
capital loss is carried forward from prior years against such gain. To
the extent such excess was retained and not exhausted by the
carryforward of prior years' capital losses, it would be subject to
Federal income tax in the hands of a Fund. Each shareholder would be
treated for Federal income tax purposes as if such Fund had distributed
to him on the last day of its taxable year his pro rata share of such
excess, and he had paid his pro rata share of the taxes paid by the
Fund and reinvested the remainder in the Fund. Accordingly, each
shareholder would (a) include his pro rata share of such excess as
long-term capital gain income in his return for his taxable year in
which the last day of the Fund's taxable year falls, (b) be entitled
either to a tax credit on his return for, or to a refund of, his pro
rata share of the taxes paid by the Fund, and (c) be entitled to
increase the adjusted tax basis for his shares in the Fund by the
difference between his pro rata share of such excess and his pro rata
share of such taxes.
For Federal income tax purposes, each Fund is permitted to
carryforward a net capital loss in any year to offset its own net
capital gains, if any, during the eight years following the year of the
loss. To the extent subsequent net capital gains are offset by such
losses, they would not result in Federal income tax liability to the
applicable Fund and, as noted above, would not be distributed as such
to shareholders. Adjustable Government Fund has $561,927 of capital
loss carryforwards as of the tax year ended December 31, 1994, of which
$106,891 expires in 2001 and $455,036 in 2002, available to offset
future net capital gains. Quality Bond Fund has $17,734,441, of
capital loss carryforwards as of the tax year ended December 31, 1994,
of which $3,512,860 expires in 1996, $1,409,609 in 1997, $1,909,995 in
1998, $755,945 in 2000 and $10,146,032 in 2002, available to offset
future net capital gains.
The Fund's dividends and capital gain distributions will
generally not qualify for the corporate dividends received deduction.
Each Fund that invests in certain PIKs, zero coupon securities
or certain increasing rate securities (and, in general, any other
securities with original issue discount or with market discount if the
Fund elects to include market discount in income currently) must accrue
income on such investments prior to the receipt of the corresponding
cash payments. However, each Fund must distribute, at least annually,
all or substantially all of its net income, including such accrued
income, to shareholders to qualify as a regulated investment company
under the Code and avoid Federal income and excise taxes. Therefore, a
Fund may have to dispose of its portfolio securities under
disadvantageous circumstances to generate cash, or may have to leverage
itself by borrowing the cash, to satisfy distribution requirements.
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Investment in debt obligations that are at risk of or in default
may present special tax issues for Quality Bond Fund if it holds any
such obligations. Tax rules are not entirely clear about issues such
as when the Fund may cease to accrue interest, original issue discount,
or market discount, when and to what extent deductions may be taken for
bad debts or worthless securities, how payments received on obligations
in default should be allocated between principal and income, and
whether exchanges of debt obligations in a workout context are
taxable. These and other issues will be addressed by Quality Bond
Fund if it holds any such obligations in order to reduce the risk of
distributing insufficient income to preserve its status as a regulated
investment company and seek to avoid becoming subject to Federal
income or excise tax.
The Funds may be required to account for their transactions in
forward rolls in a manner that, under certain circumstances, may limit
the extent of their participation in such transactions.
Different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and post-retirement
distributions and certain prohibited transactions, is accorded to
accounts maintained as qualified retirement plans. Shareholders should
consult their tax advisers for more information.
Limitations imposed by the Code on regulated investment
companies like the Funds may restrict Quality Bond Fund's ability to
enter into futures, options, and currency forward transactions.
Certain forward foreign currency transactions and futures and
options transactions undertaken by Quality Bond Fund may cause the Fund
to recognize gains or losses from marking to market even though its
positions have not been sold or terminated and affect the character as
long-term or short-term (or, in the case of certain currency forwards,
as ordinary income or loss) and timing of some capital gains and losses
realized by the Fund. Also, certain of Quality Bond Fund's losses on
its transactions involving forward contracts, futures and options
transactions, and/or offsetting portfolio positions may be deferred
rather than being taken into account currently in calculating the
Fund's taxable income. Certain of the applicable tax rules may be
modified if Quality Bond Fund is eligible and chooses to make one or
more of certain tax elections that may be available. These
transactions may therefore affect the amount, timing and character of
the Fund's distributions to shareholders. The Fund will take into
account the special tax rules (including consideration of available
elections) applicable to forward contracts, options and futures
contracts, in order to minimize any potential adverse tax consequences.
The foregoing discussion relates solely to U.S. Federal income
tax law as applicable to U.S. persons (i.e., U.S. citizens or residents
and U.S. domestic corporations, partnerships, trusts or estates)
subject to tax under such law. The discussion does not address special
tax rules applicable to certain classes of investors, such as
tax-exempt entities, insurance companies, and financial institutions.
Dividends, capital gain distributions, and ownership of or gains
realized on the redemption (including an exchange) of Fund shares may
also be subject to state and local taxes. Shareholders should consult
their own tax advisers as to the Federal, state or local tax
consequences of ownership of shares of, and receipt of distributions
from, the Funds in their particular circumstances.
Non-U.S. investors not engaged in a U.S. trade or business with
which their investment in a Fund is effectively connected will be
subject to U.S. Federal income tax treatment that is different from
that described above. These investors may be subject to nonresident
alien withholding tax at the rate of 30% (or a lower rate under an
applicable tax treaty) on amounts
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treated as ordinary dividends from a Fund and, unless an effective IRS
Form W-8 or authorized substitute is on file, to 31% backup withholding
on certain other payments from the Fund. Non- U.S. investors should
consult their tax advisers regarding such treatment and the application
of foreign taxes to an investment in any Fund.
The Funds are not subject to Massachusetts corporate excise or
franchise taxes. Provided that a Fund qualifies as a regulated
investment company under the Code, it will also not be required to pay
any Massachusetts income tax.
CALCULATION OF PERFORMANCE
For the 30-day period ended September 30, 1994, the annualized
yields of Quality Bond Fund for Class A and Class B shares were 6.17%
and 5.70%, and the yield for Adjustable Government Fund's Class A
shares and Class B shares were 4.82% and 4.33%, respectively. At
September 30, 1994, average annual returns for Quality Bond Fund's
Class A shares was 9.07% for the 10 year period beginning September 30,
1984, 6.42% for the five year period beginning September 30, 1989, and
(10.25)% for the one year period beginning September 30, 1993. For
Quality Bond Fund's Class B shares, the average annual return was
(6.31)% since inception and (11.40)% for the one year period ended
September 30, 1994. Average annual return for Adjustable Government
Fund's Class A and Class B shares for the period from December 31, 1991
(inception of the Fund) through September 30, 1994 was 2.70% and 2.66%,
respectively. For the one year period ended September 30, 1994 annual
returns were (2.65%) and (2.82)%, respectively, for Class A and Class B
shares of Adjustable Government Fund.
Each Fund's yield is computed by dividing net investment income
per share determined for a 30-day period by the maximum offering
price per share (which includes the full sales charge) on the last
day of the period, according to the following standard formula:
Yield = 2 [(a-b + 1)6 -1]
---
cd
Where:
a = dividends and interest earned during the period.
b = net expenses accrued during the period.
c = the average daily number of fund shares outstanding during
the period that would be entitled to receive dividends.
d = the maximum offering price per share on the last day of the
period (NAV where applicable).
Each Fund's total return is computed by finding the average
annual compounded rate of return over the 1-year, 5-year, and 10-year
periods that would equate the initial amount invested to the ending
redeemable value according to the following formula:
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P(1+T)n = ERV
Where:
P = a hypothetical initial investment of $1,000.
T = average annual total return
n = number of years
ERV= ending redeemable value of a hypothetical $1,000 investment
made at designated periods or fraction thereof.
In the case of Class A shares or Class B shares, this
calculation assumes the maximum sales charge is included in the initial
investment or the CDSC is applied at the end of the period. This
calculation also assumes that all dividends and distributions are
reinvested at net asset value on the reinvestment dates during the
period. The "distribution rate" is determined by annualizing the
result of dividing the declared dividends of a Fund during the period
stated by the maximum offering price or net asset value at the end of
the period.
In addition to average annual total returns, a Fund may quote
unaveraged or cumulative total returns reflecting the simple change in
value of an investment over a stated period. Cumulative total returns
may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, and/or a
series of redemptions, over any time period. Total returns may be
quoted with or without taking a Fund's maximum sales charge on Class A
shares or the CDSC on Class B shares into account. Excluding a Fund's
sales charge on Class A shares and the CDSC on Class B shares from a
total return calculation produces a higher total return figure.
From time to time, in reports and promotional literature, a
Fund's yield and total return will be compared to indices of mutual
funds and bank deposit vehicles such as Lipper Analytical Services,
Inc.'s "Lipper -- Fixed Income Fund Performance Analysis," a monthly
publication which tracks net assets, total return, and yield on
approximately 1,700 fixed income mutual funds in the United States.
Ibbotson and Associates, CDA Weisenberger and F.C. Towers are also used
for comparison purposes, as well a the Russell and Wilshire Indices.
Performance rankings and ratings reported periodically in
national financial publications such as MONEY Magazine, FORBES,
BUSINESS WEEK, THE WALL STREET JOURNAL, MICROPAL, INC., MORNINGSTAR,
STANGER'S and BARRON'S, etc. will also be utilized. The Fund's
promotional and sales literature may make reference to the Fund's
"beta." Beta is a reflection of the market-related risk of the Fund by
showing how responsive the Fund is to the market.
The performance of a Fund is not fixed or guaranteed.
Performance quotations should not be considered to be representations
of performance of a Fund for any period in the future. The performance
of a Fund is a function of many factors including its earnings,
expenses and number of outstanding shares. Fluctuating market
conditions; purchases, sales and maturities of portfolio securities;
sales and redemptions of shares of beneficial interest; and changes in
operating expenses are all examples of items that can increase or
decrease a Fund's performance.
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ADDITIONAL PERFORMANCE INFORMATION. A Fund may use comparative
performance information from certain industry research materials and/or
published in various periodicals. The characteristics of the
investments in such comparisons may be different from those investments
of a Fund's portfolio. In addition, the formula used to calculate the
performance statistics of such investments may not be identical to the
formula used by a Fund to calculate its performance figures. From time
to time, advertisements or information for a Fund may include a
discussion of certain attributes or benefits to be derived by an
investment in a Fund. Such advertisements or information may include
symbols, headlines or other material which highlight or summarize the
information discussed in more detail in the communication.
The following publications, indexes, averages and investments
which may be used in advertisements or information concerning a Fund
for dissemination to investors or shareholders, include, but are not
limited, to:
a) Lipper - Mutual Fund Performance Analysis, Lipper - Fixed
Income Analysis, and Lipper Mutual Fund indices - measure total
return and average current yield for the mutual fund industry.
Ranks individual mutual fund performance over specified time
periods assuming reinvestment of all distributions, exclusive of
any applicable sales charges.
b) CDA Mutual Fund Report, published by CDA Investment
Technologies, Inc. - analyzes price, current yield, risk,
total return, and average rate of return (average annual
compounded growth rate) over specified time periods for the mutual
fund industry.
c) Mutual Fund Source Book and other similar rating publications
by Morningstar, Inc. - independent performance monitor of equity
and fixed income mutual funds. Morningstar ratings (ranging
from one star for lowest and five stars for highest) are based on
analysis of a fund's ratio, i.e., price yield, risk (volatility)
and total return, including all loads and fees, compared with
similar funds for three-, five- and ten-year periods.
d) Financial publications: BARRONS, BUSINESS WEEK, PERSONAL
FINANCE, FINANCIAL WORLD, FORBES, FORTUNE, "The Wall Street
Journal", "New York Times", WEISENBERGER INVESTMENT COMPANIES
SERVICE, INSTITUTIONAL INVESTOR, and MONEY - rate fund performance
over specified time periods and provide other relative performance
or industry information.
e) Consumer Price Index (or Cost of Living Index), published by
the U. S. Bureau of Labor Statistics - a statistical measure
of change, over time, in the price of goods and services in
major expenditure groups.
f) Stocks, Bonds, Bills, and Inflation, published by Ibbotson
Associates - historical measure of yield, price, and total
return for common and small company stock, long-term government
bonds, Treasure bills, and inflation.
g) Savings and Loan Historical Interest Rates - as published in
the U. S. Savings & Loan League Fact Book.
h) Salomon Brothers Broad Bond Index or its component indices -
The Broad Index measures yield, price and total return for
Treasury, Agency, Corporate, and Mortgage bonds.
-38-
<PAGE> 295
i) Salomon Brothers Composite High Yield Index or its component
indices - The High Yield Index measures yield, price and total
return for Long-Term High-Yield Index, Intermediate-Term
High-Yield index and Long-Term Utility High-Yield Index.
j) Shearson Lehman Brothers Aggregate Bond index or its
component indices (including Municipal Bond Index) - The Aggregate
Bond Index measures yield, price and total return for Treasury,
Agency, Corporate, Mortgage, and Yankee bonds.
k) Standard & Poor's Bond Indices - measure yield and price of
Corporate, Municipal, and government bonds.
l) Other taxable investments, including certificates of deposit
(CDs), money market deposit accounts (MMDAs), checking
accounts, savings accounts, money market mutual funds, and
repurchase agreements.
m) Historical data supplied by the research departments of
Shearson Lehman Hutton, First Boston Corporation, Morgan
Stanley, Salomon Brothers, Merrill Lynch, and Donaldson Lufkin and
Jenrette.
n) Donoghue's Money Fund Report - industry averages for 7-day
annualized and compounded yields of taxable, tax-free and
government money funds.
o) The Value Line Mutual Fund Survey, published by Value Line,
assigns rankings of 1 (best) to 5 (worst) in terms of risk
adjusted performance covering more than 2,000 equity and fixed
income mutual funds.
From time to time, in reports and promotional literature, a
Fund's performance will be compared to other mutual funds and
investment vehicles such as F.C. Towers.
In addition, advertisements and sales materials may from time to
time, contain hypothetical performance examples for purposes of
illustrating reinvestment (or "compounding") of dividends at fixed
rates of return or tax advantages to be derived from deferring payment
of federal (and state) income taxes (at maximum rates) as compared to
taxable investments assuming fixed rates of return. Illustrations may
also include (1) hypothetical investments in various retirement plans,
such as IRAs, made by investors of various ages or (2) comparisons to
retirement plans funded by annuity or bank products.
In assessing such comparisons, an investor should consider the
following factors:
a) It is generally either not possible or not practicable to
invest in an average or index of certain investments.
b) Certificates of deposit issued by banks and other depository
institutions represent an alternative income producing product.
Certificates of deposit may offer fixed or variable interest rates
and principal is guaranteed and may be insured. Withdrawal of
deposits prior to maturity will normally be subject to a penalty.
Rates offered by banks and other depository institutions are
subject to change at any time specified by the issuing
institution.
-39-
<PAGE> 296
c) United States Treasury Bills, Notes or Bonds represent
alternative income producing products. Treasury obligations are
issued in selected denominations. Rates of Treasury obligations
are fixed at the time of issuance and payment of principal and
interest is backed by the full faith and credit of the United
States Government. The market value of such instruments will
generally fluctuate inversely with interest rates prior to
maturity and will equal par value at maturity.
Each Fund may from time to time advertise its comparative
performance as measured or refer to results published by various
periodicals including, but not limited to, Lipper Analytical Services,
Inc. BARRON'S, "THE WALL STREET JOURNAL", "NEW York Times",
WEISENBERGER INVESTMENT COMPANIES SERVICE, DONOGHUE'S MONEY FUND
REPORT, STANGER'S INVESTMENT ADVISOR, FINANCIAL PLANNING, MONEY,
FORTUNE, PERSONAL FINANCE, MUNI WEEK, INSTITUTIONAL INVESTOR, BUSINESS
WEEK, FINANCIAL WORLD and FORBES. In addition, the Fund may from time
to time advertise its performance relative to certain indexes and
benchmark investments, including: (a) the Shearson Lehman Municipal
Bond Index, (b) Bond Buyer 25 Review Bond Index, (c) the Consumer Price
Index, and (d) taxable investments such as certificates of deposit,
money market deposit accounts, checking accounts, savings accounts,
money market mutual funds.
The composition of the investments in such indexes and the
characteristics of such benchmark investments are not identical to, and
in some cases are very different from, those of a Fund's portfolio.
These indexes and averages are generally unmanaged and the items
included in the calculations of such indexes and averages may not be
identical to the formulas used by a Fund to calculate its performance
figures.
BROKERAGE ALLOCATION
Decisions concerning the purchase and sale of portfolio
securities for Quality Bond Fund and the Portfolio (referred to
collectively under this caption as the "Funds") are made by the Adviser
pursuant to recommendations made by its investment committee, which
consists of officers and directors of the Adviser and affiliates and
officers and Trustees who are interested persons of the Funds. Orders
for purchases and sales of securities are placed in a manner which, in
the opinion of the Adviser will offer the best price and market for the
execution of each such transaction. Purchases from underwriters of
portfolio securities may include a commission or commissions paid by
the issuer and transactions with dealers serving as market makers
reflect a "spread." Investments in debt securities are generally
traded on a net basis through dealers acting for their own account as
principals and not as brokers; no brokerage commissions are payable on
such transactions.
The Funds' primary policy is to execute all purchases and sales
of portfolio instruments at the most favorable prices consistent with
best execution, considering all of the costs of the transaction
including brokerage commissions. This policy governs the selection of
brokers and dealers and the market in which a transaction is executed.
Consistent with the foregoing primary policy, the Rules of Fair
Practice of the NASD and other policies that the Trustees may
determine, the Adviser may consider sales of shares of the Funds as a
factor in the selection of broker-dealers to execute portfolio
transactions.
To the extent consistent with the foregoing, the Funds will be
governed in the selection of brokers and dealers, and the negotiation
of brokerage commission rates and dealer spreads, by the reliability
and quality of the services, including primarily the availability and
value of research information and to a lesser extent statistical
assistance furnished to the Adviser, and their value
-40-
<PAGE> 297
and expected contribution to the performance of the Funds. It is not
possible to place a dollar value on information and services to be
received from brokers and dealers, since it is only supplementary to
the research efforts of the Adviser. The receipt of research
information is not expected to reduce significantly the expenses of the
Adviser. The research information and statistical assistance furnished
by brokers and dealers may benefit the Life Company or other advisory
clients of the Adviser, and conversely, brokerage commissions and
spreads paid by other advisory clients of the Adviser may result in
research information and statistical assistance beneficial to the
Funds. The Funds will not make any commitments to allocate portfolio
transactions upon any prescribed basis. While the Funds' officers will
be primarily responsible for the allocation of the Funds' brokerage
business, their policies and practices in this regard must be
consistent with the foregoing and will at all times be subject to
review by the Trustees. For the fiscal years ended March 31, 1994,
1993 and 1992, brokerage commissions were $272,417, $83,165 and
$70,055, respectively, for Quality Bond Fund.
As permitted by Section 28(e) of the Securities Exchange Act of
1934, the Funds may pay to a broker which provides brokerage and
research services to the Funds an amount of disclosed commission in
excess of the commission which another broker would have charged for
effecting that transaction. This practice is subject to a good faith
determination by the Trustees that the price is reasonable in light of
the services provided and to policies that the Trustees may adopt from
time to time. During the fiscal year ended March 31, 1994, the Funds
did not pay commissions as compensation to any brokers for research
services such as industry, economic and company reviews and evaluations
of securities.
The Adviser's indirect parent, the Life Company, is the indirect
sole shareholder of John Hancock Freedom Securities Corporation and its
subsidiaries, three of which, Tucker Anthony Incorporated ("Tucker
Anthony") John Hancock Distributors, Inc. ("John Hancock Distributors")
and Sutro & Company, Inc. ("Sutro"), are broker-dealers ("Affiliated
Brokers"). Pursuant to procedures determined by the Trustees and
consistent with the above policy of obtaining best net results, the
Funds may execute portfolio transactions with or through Tucker
Anthony, Sutro or John Hancock Distributors. During the year ended
March 31, 1994, the Funds did not execute any portfolio transactions
with then affiliated brokers.
Any of the Affiliated Brokers may act as broker for the Funds on
exchange transactions, subject, however, to the general policy of the
Funds set forth above and the procedures adopted by the Trustees
pursuant to the 1940 Act. Commissions paid to an Affiliated Broker
must be at least as favorable as those which the Trustees believe to be
contemporaneously charged by other brokers in connection with
comparable transactions involving similar securities being purchased or
sold. A transaction would not be placed with an Affiliated Broker if
the Funds would have to pay a commission rate less favorable than the
Affiliated Broker's contemporaneous charges for comparable transactions
for its other most favored, but unaffiliated, customers, except for
accounts for which the Affiliated Broker acts as a clearing broker for
another brokerage firm, and any customers of the Affiliated Broker not
comparable to the Funds as determined by a majority of the Trustees who
are not interested persons (as defined in the 1940 Act) of the Funds,
the Adviser or the Affiliated Brokers. Because the Adviser, which is
affiliated with the Affiliated Brokers, has, as an investment adviser
to the Funds, the obligation to provide investment management services,
which includes elements of research and related investment skills, such
research and related skills will not be used by the Affiliated Brokers
as a basis for negotiating commissions at a rate higher than that
determined in accordance with the above criteria. The Funds will not
effect principal transactions with Affiliated Brokers. The Funds may,
however, purchase securities from other members of underwriting
syndicates of which Tucker Anthony,
-41-
<PAGE> 298
Sutro and John Hancock Distributors are members, but only in accordance
with the policy set forth above and procedures adopted and reviewed
periodically by the Trustees.
Quality Bond Fund's turnover rate for the fiscal years ended
March 31, 1993 and 1994 were 191% and 242%, respectively. The turnover
rate for Adjustable Government Fund for the fiscal years ended March
31, 1993 and 1994, were 186% and 244%, respectively. Such rates
reflect the difference between the years' varying market conditions.
TRANSFER AGENT SERVICES
John Hancock Investor Services Corporation, P.O. Box 9116,
Boston, MA 02205-9116, a wholly owned indirect subsidiary of the Life
Company, is the transfer and dividend paying agent for each Fund.
Quality Bond Fund pays Investor Services monthly a transfer agent fee
equal to $20.00 per account for the Class A shares and $22.50 per
account for the Class B shares on an annual basis, plus out-of-pocket
expenses. Adjustable Government Fund pays Investor Services monthly a
transfer agent fee equal to $20.00 per account for the Class A shares
and $22.50 per account for the Class B shares on an annual basis, plus
out-of-pocket expenses.
CUSTODY OF PORTFOLIO
Portfolio securities of the Funds are held pursuant to custodian
agreements between the Trust on behalf of each Fund and Investors Bank
and Trust ("IBT") 24 Federal Street, Boston, Massachusetts. Under the
custodian agreements, IBT performs custody, portfolio and fund
accounting services.
INDEPENDENT AUDITORS
Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts
02116, has been selected as the independent auditors of each Fund. The
financial statements of each Fund included in each Prospectus and this
Statement of Additional Information have been audited by Ernst & Young
LLP for the periods indicated in their report thereon appearing
elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
-42-
<PAGE> 299
APPENDIX A
The ratings of Moody's Investors Service, Inc. and Standard &
Poor's Corporation represent their opinions as to the quality of
various debt instruments. Their ratings are a generally accepted
barometer of credit risk. They are, however, subject to certain
limitations from an investor's standpoint. Such limitations include
the following: the rating of an issue is heavily weighted by past
developments and does not necessarily reflect probable future
conditions; there is frequently a lag between the time a rating is
assigned and the time it is updated; and there are varying degrees of
difference in credit risk of securities in each rating category.
Therefore, it should be understood, that ratings are not absolute
standards of quality. Consequently, debt instruments with the same
maturity, coupon and rating may have different yields while debt
instruments of the same maturity and coupon with different ratings may
have the same yield.
Description of Bond Ratings Moody's Investors Service, Inc.
-----------------------------------------------------------
Aaa: Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edge." Interest payments are protected
by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa: Bonds which are rated Aa are judged to be of high quality
by all standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa
securities or fluctuations of protective elements may be of greater
amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.
A: Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations.
Factors giving security to principal and interest are considered
adequate, but elements may be present which suggest a susceptibility to
impairment sometime in the future.
Baa: Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
Ba: Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.
B: Bonds which are rated b generally lack the characteristics
of desirable investment. Assurance of interest and principal payments
or of maintenance of other terms of the contract over any long period
of time may be small.
Caa: Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of danger
with respect to principle or interest.
A-1
<PAGE> 300
Ca: Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked shortcomings.
C: Bonds which are rated C are the lowest rated class of bonds
and issues so rated can be regarded as having extremely poor prospects
of ever attaining any real investment standing.
Standard & Poor's Ratings Group
-------------------------------
AAA: Bonds rated AAA have the higher rating assigned by
Standard & Poor's. Capacity to pay interest and repay principal is
extremely strong.
AA: Bonds rated AA have a very strong capacity to pay interest
and repay principal and differ from the higher rated issues only in
small degree.
A: Bonds rated A have a very strong capacity to pay interest
and repay principal, although they are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than bonds in higher rated categories.
BBB: Bonds rated BBB are regarded as having an adequate
capacity to pay interest and repay principal. Whereas they normally
exhibit adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity
to pay interest and repay principal for bonds in this category than in
higher rated categories.
BB, B, CCC, CC: Debt rated BB, B, CCC and CC is regarded, on
balance, as predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the
obligation. BB indicates the lowest degree of speculation and CC the
highest degree of speculation. While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
C: The rating C is reserved for income bonds on which no
interest is being paid.
A-2
<PAGE> 301
FINANCIAL STATEMENTS
F-1
<PAGE> 302
INVESTMENT QUALITY BOND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
March 31, 1994
<TABLE>
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- ----------------------------------------------------------
<S> <C> <C>
FOREIGN CURRENCY
- ----------------
DENOMINATED FOREIGN
- -------------------
BONDS -- 8.07%
- ----------------
Bundesobligation (A)
8.625% due 02/20/96 . . . DM 3,000,000 $ 1,897,368
French Treasury Bill (B)
8.000% due 05/12/98 . . . FF 6,000,000 1,126,069
International Bank for
Reconstruction and
Development -
Global ( C )
4.500% due 06/20/00 . . [Yen] 335,000,000 3,397,173
United Kingdom Treasury (D)
6.000% due 08/10/99 . . [Pound] 1,250,000 1,768,744
-----------
TOTAL FOREIGN CURRENCY
DENOMINATED
FOREIGN BONDS
(Cost $8,094,626) . . . . 8,189,354
NON-CONVERTIBLE
- ---------------
CORPORATE DEBT -- 48.59%
- ------------------------
CONSUMER GOODS &
SERVICES -- 0.46%
Fresh Del Monte Produce
10.000% due 05/01/03 . . . 500,000 461,875
ENERGY -- 6.71%
Clark Oil & Refining Corp.
10.500% due 12/01/01 . . . 1,000,000 1,070,000
Enron Corp.
6.750% due 07/01/05 . . . . 5,000,000 4,762,500
HS Resources, Inc.
9.875% due 12/01/03 . . . . 1,000,000 983,750
-----------
6,816,250
FINANCIAL SERVICES -- 2.02%
Western Financial
Savings Bank
8.500% due 07/01/03 . . . . 1,000,000 993,750
World Book Finance Inc.
8.125% due 09/01/96 . . . . 1,000,000 1,056,250
-----------
2,050,000
HEALTH CARE -- 2.38%
Foundation Health Corp.
7.750% due 06/01/03 . . . . 2,500,000 2,418,750
INDUSTRIAL -- 9.23%
Coltec Holdings Inc.
11.250% due 12/01/15 . . . . 1,298,000 1,388,860
ConAgra Inc.
9.750% due 03/01/21 . . . . 2,500,000 2,900,000
Consolidated Rail Corp.
7.875% due 05/15/43 . . . . 2,000,000 1,985,000
Georgia-Pacific Corp.
9.500% due 12/01/11 . . . . . 1,000,000 1,118,750
Phillips-Van Heusen Corp.
7.750% due 11/15/23 . . . . . 1,000,000 927,500
Waste Management Inc.
7.875% due 08/15/96 . . . . . 1,000,000 1,046,250
-----------
9,366,360
MEDIA AND LEISURE - 4.27%
Capital Cities Communications
8.750% due 08/15/21 . . . . . 100,000 111,000
Disney, Walt Co.
7.550% due 07/15/93 . . . . . 2,000,000 1,877,500
Hammons, John Q.
Hotels L.P.
8.875% due 02/15/04 . . . . . 1,000,000 940,000
Time Warner
Entertainment Co. L.P.
8.375% due 07/15/33 . . . . . 1,500,000 1,408,125
-----------
4,336,625
TECHNOLOGY-RELATED -- 9.66%
Apple Computer, Inc.
6.500% due 02/15/04 . . . . . 2,500,000 2,353,125
Compaq Computer Corp.
7.250% due 03/15/04 . . . . . 2,000,000 1,947,500
Computervision Corp.
11.375% due 08/15/99 . . . . . 2,500,000 2,275,000
</TABLE>
6
<PAGE> 303
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
Continued
<TABLE>
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- ----------------------------------------------------------
<S> <C> <C>
IBM Corp.
8.375% due 11/01/19 . . . . . . 1,009,000 1,044,315
Texas Instruments, Inc.
8.750% due 04/01/07 . . . . . . 2,000,000 2,185,000
----------
9,804,940
UTILITIES -- 13.86%
Commonwealth Edison Co.
6.400% due 10/15/05 . . . . . . 2,000,000 1,790,000
8.250% due 10/01/06 . . . . . . 1,000,000 1,040,000
Long Island Lighting Co.
7.500% due 03/01/07 . . . . . . 1,000,000 953,750
7.850% due 05/15/99 . . . . . . 1,000,000 1,027,500
New York Telephone Co.
7.250% due 02/15/24 . . . . . . 2,000,000 1,837,500
Pacific Bell
6.625% due 10/15/34. . . . . . 2,000,000 1,702,500
Philadelphia
Electric Co.
6.625% due 03/01/03 . . . . . . 1,000,000 956,250
Public Service Co.
of Colorado
6.375% due 11/01/05 . . . . . . 3,000,000 2,808,750
System Energy
Resources, Inc.
6.000% due 04/01/98 . . . . . . 2,000,000 1,955,000
----------
14,071,250
----------
TOTAL NON-CONVERTIBLE
CORPORATE DEBT
(Cost $51,600,728) . . . . . . . 49,326,050
U.S. DOLLAR DENOMINATED
- -----------------------
FOREIGN GOVERNMENT
- ------------------
BONDS -- 18.38%
- ---------------
British Columbia Hydro &
Power Authority
15.000% due 04/15/11 . . . . . . 2,050,000 2,503,563
15.500% with various
maturities to 11/15/11 . . . . 1,306,000 1,671,515
Hydro-Quebec Corp.
8.250% due 01/15/27 . . . . . . 1,250,000 1,275,000
8.625% due 06/15/29 . . . . . . 1,000,000 1,061,250
9.375% due 04/15/30 . . . . . . 2,000,000 2,297,500
National Bank of Hungary
8.875% due 11/01/13 . . . . . . 500,000 446,250
Province of
Nova Scotia, Canada
11.500% due 05/15/13. . . . . . 1,255,000 1,524,825
Province of Ontario, Canada
17.000% due 11/05/11. . . . . . 3,750,000 4,940,625
Republic of Argentina ( E )
4.000% due 03/31/23 . . . . . . 3,000,000 1,552,500
United Mexican States
6.250% due 12/31/19 . . . . . . 2,000,000 1,385,000
----------
TOTAL U.S. DOLLAR
DENOMINATED FOREIGN
GOVERNMENT BONDS
(Cost $20,419,196) 18,658,028
U.S. GOVERNMENT AND
- -------------------
U.S. GOVERNMENT AGENCY
- ----------------------
OBLIGATIONS -- 10.79%
- ---------------------
FEDERAL HOME
LOAN MORTGAGE
CORPORATION -- 0.85%
CMO - Planned
Amortization Class
4.500% due 05/15/14 (F) . . . . 1,000,000 863,438
FEDERAL NATIONAL MORTGAGE
ASSOCIATION -- 0.06%
8.000% due 05/01/02 . . . . . . 4,482 4,594
CMO - Interest Only
8.500% due 10/01/17 (F) . . . . 273,455 56,058
----------
60,652
</TABLE>
7
<PAGE> 304
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
Continued
<TABLE>
FACE
ISSUER AMOUNT VALUE
- ----------------------------------------------------------
<S> <C> <C>
GOVERNMENT NATIONAL
MORTGAGE
ASSOCIATION -- 0.81%
8.000% DUE 02/15/04 . . . . . 3,821 3,899
11.500% with various
maturities to 08/15/13 . . . 371,916 419,917
12.000% due 03/15/13. . . . . 99,653 113,200
12.500% with various
maturities to 03/15/15 . . . 149,053 161,677
15.000% due 07/15/11. . . . . 74,169 84,137
GPMs (Graduated Payment
Mortgages)
13.000% due 11/15/10. . . . . 33,649 37,245
----------
820,075
U.S. TREASURY
BONDS -- 9.07%
7.125% due 02/15/23 (F) . . . 3,000,000 2,965,200
12.625% due 05/15/95. . . . . 5,750,000 6,248,008
----------
9,213,208
----------
TOTAL U.S. GOVERNMENT
AND U.S. GOVERNMENT
AGENCY OBLIGATIONS
(Cost $11,516,224) . . . . . . . . . . . . . . 10,957,373
MULTI-FAMILY MORTGAGE
- ---------------------
BACKED BONDS -- 5.85%
- -----------------------
DLJ Mortgage
Acceptance Corp.
7.950% due 06/18/03 . . . . . 3,000,000 2,992,500
8.000% due 07/15/03 . . . . . 1,000,000 957,500
8.800% due 09/18/03 . . . . . 2,000,000 1,995,000
----------
TOTAL MULTI-FAMILY
MORTGAGE BACKED BONDS
(Cost $6,082,755) . . . . . . 5,945,000
U.S. DOLLAR DENOMINATED
- -----------------------
FOREIGN CORPORATE
- -----------------
BONDS -- 5.06%
- --------------
Bank of Nova Scotia
6.250% due 09/15/08 . . . . . 2,000,000 1,745,000
Norsk Hydro A.S.
7.750% due 06/15/23 . . . . . 2,000,000 1,910,000
P T Indah Kiat Pulp &
Paper Corp.
8.875% due 11/01/00 . . . . . 1,500,000 1,483,125
----------
TOTAL U.S. DOLLAR
DENOMINATED FOREIGN
CORPORATE BONDS
(Cost $5,499,708). . . . . . . . . . . . . . . 5,138,125
----------
TOTAL LONG-TERM
OBLIGATIONS
(Cost $103,213,237). . . . . . . . . . . . . . 98,213,930
OUTSTANDING CALL OPTIONS
- ------------------------
PURCHASED ON TREASURY
- ---------------------
BOND FUTURES -- 0.02%
- ---------------------
EXPIRATION MONTH/ NUMBER OF
STRIKE PRICE CONTRACTS (G)
- ----------------- ---------
Apr/109. . . . . . . . . . 50 14,062
Apr/110. . . . . . . . . . 75 10,547
--- ----------
TOTAL OUTSTANDING CALL
OPTIONS PURCHASED ON
TREASURY BOND FUTURES
(Cost $61,060) . . . . . . 125 24,609
----------
TOTAL INVESTMENTS -- 96.76%
(Cost $103,274,297). . . . . . . . . . . . . . 98,238,539
</TABLE>
8
<PAGE> 305
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
Continued
<TABLE>
<CAPTION>
ISSUER VALUE
- ----------------------------------------------------------
<S> <C>
CASH AND OTHER ASSETS,
LESS LIABILITIES -- 3.24% . . . . . . . . 3,285,549
------------
NET ASSETS, at value,
equivalent to $8.72 per
share for 10,969,183
Class A Shares ($.01 par
value) and $8.72 per share
for 679,524 Class B
Shares ($.01 par value)
outstanding -- 100.00% . . . . . . . . . . $101,524,088
============
</TABLE>
(A) Face amount is denominated in German currency, market value is in
U.S. dollars. At 03/31/94, U.S. dollars equivalent of face amount was
$1,798,453.
(B) Face amount is denominated in French currency, market value is in
U.S. dollars. At 03/31/94, U.S. dollars equivalent of face amount was
$1,049,263.
(C) Face amount is denominated in Japanese currency, market value is in
U.S. dollars. At 03/31/94, U.S. dollars equivalent of face amount was
$3,275,963.
(D) Face amount is denominated in British currency, market value is in
U.S. dollars. At 03/31/94, U.S. dollars equivalent of face amount was
$1,860,000.
(E) Floating rate security.
(F) Federal Home Loan Mortgage Corporation, Federal National Mortgage
Association and U.S. Treasury Bond securities with a value of $3,861,095
owned by the Fund were designated as margin deposits for futures
contracts at March 31, 1994.
(G) Each contract represents $100,000 in par value.
See Notes to Financial Statements.
9
<PAGE> 306
<TABLE>
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
March 31, 1994
<S> <C> <C>
ASSETS
Investments at value (cost $103,274,297) . . . $ 98,238,539
Receivable for:
Investments sold . . . . . . . . . . . . . . $ 9,276,981
Interest . . . . . . . . . . . . . . . . . . 2,404,391
Variation margin on futures contracts . . . . 25,652
Shares sold . . . . . . . . . . . . . . . . . 23,826 11,730,850
------------
Other assets . . . . . . . . . . . . . . . . . 32,830
------------
Total Assets . . . . . . . . . . . . . . . . 110,002,219
LIABILITIES
Payable for:
Investments purchased . . . . . . . . . . . . 7,264,196
Dividends . . . . . . . . . . . . . . . . . . 251,610
Shares repurchased . . . . . . . . . . . . . 49,203 7,565,009
------------
Payable to Investment Adviser for:
Distribution expenses . . . . . . . . . . . . 60,771
Management fees . . . . . . . . . . . . . . . 53,558
Administrative service fees . . . . . . . . . 9,024 123,353
------------
Other accrued expenses . . . . . . . . . . . . 50,364
Other liabilities. . . . . . . . . . . . . . . 739,405
------------
Total Liabilities . . . . . . . . . . . . . . 8,478,131
------------
NET ASSETS, at value, equivalent to $8.72 per
share for 10,969,183 Class A shares ($.01 par
value) and $8.72 per share for 679,524 Class B
shares ($.01 par value) outstanding . . . . . $101,524,088
============
</TABLE>
See Notes to Financial Statements.
10
<PAGE> 307
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
STATEMENT OF OPERATIONS
Year Ended March 31, 1994
<S> <C> <C>
INVESTMENT INCOME
Interest . . . . . . . . . $ 9,802,191
EXPENSES
Management fees . . . . . . $ 668,868
Distribution expenses
(see Note D) . . . . . . . 297,312
Transfer agent fees . . . . 179,613
Administrative service fees 82,370
Custodian fees. . . . . . . 40,415
Shareholder reports . . . . 31,221
Registration fees . . . . . 29,447
Audit and legal fees. . . . 28,889
Trustees' fees and expenses 23,392
Interest expense. . . . . . 1,637
Miscellaneous . . . . . . . 18,013 1,401,177
----------- -----------
NET INVESTMENT INCOME 8,401,014
REALIZED AND UNREALIZED
LOSS ON SECURITIES
Net realized loss on:
Investments. . . . . . . . (580,632)
Futures contracts. . . . . (336,215)
Forward currency contracts (77,218) (994,065)
-----------
Net change in unrealized
appreciation
(depreciation) of:
Investments. . . . . . . . (5,601,650)
Futures contracts. . . . . 76,781
Forward currency contracts (41,512) (5,566,381)
----------- -----------
NET REALIZED AND UNREALIZED
LOSS ON SECURITIES . . . . (6,560,446)
-----------
INCREASE IN NET ASSETS
RESULTING FROM
OPERATIONS . . . . . . . . $ 1,840,568
===========
</TABLE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
YEAR ENDED MARCH 31,
---------------------------
1994 1993
----------- -----------
<S> <C> <C>
OPERATIONS
Net investment income . . $ 8,401,014 $ 9,236,513
Net realized gain (loss)
on securities. . . . . . (994,065) 562,033
Net change in unrealized
appreciation
(depreciation)
of securities. . . . . . (5,566,381) 3,147,906
------------ ------------
Increase in net assets
resulting from
operations . . . . . . . 1,840,568 12,946,452
Undistributed net
investment income
included in the price of
the Fund shares issued
or redeemed. . . . . . . -- 42,868
DISTRIBUTIONS TO
SHAREHOLDERS FROM
Net investment income --
Class A . . . . . . . . (8,139,992) (9,161,833)
Class B . . . . . . . . (210,407) --
------------ ------------
Total distributions to
shareholders . . . . . . (8,350,399) (9,161,833)
SHARE TRANSACTIONS
Increase (decrease) in
shares outstanding . . . (3,802,513) 11,492,568
------------ ------------
Increase (decrease) in
net assets . . . . . . . (10,312,344) 15,320,055
NET ASSETS
Beginning of year . . . . 111,836,432 96,516,377
------------ ------------
End of year . . . . . . . $101,524,088 $111,836,432
============ ============
Undistributed Net
Investment Income. . . . $ 36,997 $ 0
============ ============
</TABLE>
See Notes to Financial Statements.
11
<PAGE> 308
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES
-------------------------------------------------------- --------------------
YEAR ENDED MARCH 31, PERIOD FROM
-------------------------------------------------------- JUNE 30, 1993 TO
1994 1993 1992 1991 1990 MARCH 31, 1994 (1)
------- ------- ------- ------- ------ --------------------
<S> <C> <C> <C> <C> <C> <C>
Per share income and capital changes for a
share outstanding during each period:
Net asset value, beginning of period . . . . . . $ 9.26 $ 8.93 $ 8.85 $ 8.52 $ 8.77 $ 9.31
INCOME FROM INVESTMENT OPERATIONS
Net investment income . . . . . . . . . . . . . $ 0.71 $ 0.79 $ 0.80 $ 0.85 $ 0.86 $ 0.49
Net realized and unrealized gain (loss)
on investments . . . . . . . . . . . . . . . . (0.55) 0.31 0.11 0.32 (0.22) (0.60)
------- ------- ------- ------- ------- -------
Total from Investment Operations . . . . . . . 0.16 1.10 0.91 1.17 0.64 (0.11)
LESS DISTRIBUTIONS
Dividends from net investment income . . . . . . (0.70) (0.77) (0.83) (0.84) (0.89) (0.48)
------- ------- ------- ------- ------- -------
Net asset value, end of period . . . . . . . . . $ 8.72 $ 9.26 $ 8.93 $ 8.85 $ 8.52 $ 8.72
======= ======= ======= ======= ======= =======
TOTAL RETURN (2) . . . . . . . . . . . . . . . . 1.58% 12.77% 10.72% 14.51% 7.35% (1.51)%
======= ======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to
average net assets . . . . . . . . . . . . . . 1.25% 1.24% 1.36% 1.25% 1.18% 1.50%
Ratio of interest expense to
average net assets . . . . . . . . . . . . . . 0.00% 0.07% 0.34% -- -- 0.00%
------- ------- ------- ------- ------- -------
Ratio of total expenses to average net assets. . 1.25% 1.31% 1.70% 1.25% 1.18% 1.50%
Ratio of net investment income to
average net assets . . . . . . . . . . . . . . 7.63% 8.47% 8.84% 9.89% 9.64% 4.96%
Portfolio turnover . . . . . . . . . . . . . . . 242% 191% 316% 134% 162% 242%
Net Assets, end of period (in thousands) . . . . $95,601 $111,836 $96,516 $84,039 $88,521 $ 5,923
Debt outstanding at end of period
(in thousands) (3) . . . . . . . . . . . . . . $ 0 $ 0 $ 6,496 -- -- $ 0
Average daily amount of debt outstanding
during the period (in thousands) (3) . . . . . $ 70 $ 2,003 $ 6,876 -- -- $ 70
Average monthly number of total shares
outstanding during the period
(in thousands) . . . . . . . . . . . . . . . . $11,907 $ 11,807 $10,003 -- -- $11,907
Average daily amount of debt outstanding
per share during the period (3) . . . . . . . . $ 0.01 $ 0.17 $ 0.69 -- -- $ 0.01
</TABLE>
(1) Financial highlights, including total return, have not been annualized.
Portfolio turnover and information regarding debt outstanding are for the
year ended March 31, 1994 and are not class specific.
(2) Total return does not include the effect of the initial sales charge for
Class A Shares or the contingent deferred sales charge for Class B Shares.
(3) Debt outstanding consists of reverse repurchase agreements entered into
during the period.
See Notes to Financial Statements.
12
<PAGE> 309
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
March 31, 1994
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES
Transamerica Bond Fund (the "Trust") is a diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 30, 1984, the Trust has operated as a series fund,
currently issuing six series of shares. Transamerica Investment Quality Bond
Fund (the "Fund"), a series of the Trust, commenced issuing a second class
of shares on June 30, 1993. Class A Shares are subject to an initial sales
charge of up to 4.75% and a 12b-1 distribution plan and the new Class B Shares
are subject to a contingent deferred sales charge and a separate 12b-1
distribution plan. The following is a summary of significant accounting
policies consistently followed by the Fund.
(1) Securities for which over-the-counter market quotations are readily
available are valued at the last sale price as reported by NASDAQ or at
quotations provided by market makers. Securities for which no sales are
reported are valued at the mean between closing bid and asked prices. Interest
rate futures contracts and options on interest rate futures are valued based
on their daily settlement price. Securities which are not traded on U.S.
markets, forward contracts, and other assets and liabilities stated in foreign
currency are translated into U.S. dollar equivalents based on quoted exchange
rates. Securities for which market quotations are not readily available are
valued at a fair value as determined in good faith by the Trust's Board of
Trustees. Options are valued at the last reported sale price or, if no sales
are reported, at the mean between the last reported bid and asked prices.
Short-term investments are valued at amortized cost (original cost plus
amortized discount or accrued interest).
(2) The premium paid by the Fund for the purchase of a call or put option is
recorded as an investment and subsequently "marked to market" to reflect the
current market value of the option purchased. If an option which the Fund has
purchased expires on the stipulated expiration date, the Fund realizes a loss
in the amount of the cost of the option. If the Fund enters into a closing
transaction, it realizes a gain (loss) if the proceeds from the sale are
greater (less) than the cost of the option purchased. If the Fund exercises a
put option, it realizes a gain or a loss from the sale of the underlying
security and the proceeds from such sale will be decreased by the premium
originally paid. If the Fund exercises a call option, the cost of the security
purchased upon exercise is increased by the premium originally paid.
(3) The Fund may enter into futures contracts for delayed delivery of
securities on a future date at a specified price. Initial margin deposits made
upon entering into futures contracts and options on futures contracts are
maintained by the Fund's custodian in segregated asset accounts. During the
period the futures contract is open, changes in the value of the contract are
recognized as unrealized gains or losses by "marking to market" on a daily
basis to reflect the market value of the contract at the end of each day's
trading. Variation margin payments are received or made, depending on whether
unrealized gains or losses are incurred. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the proceeds
from (or cost of) the closing transaction and the Fund's basis in the
contract.
(4) The Fund may enter into reverse repurchase agreements which involve the
sale of securities held by the Fund to a bank or securities firm with an
agreement that the Fund will buy back the securities at a fixed future date at
a fixed price plus an agreed amount of "interest" which may be reflected in
the repurchase price. Reverse repurchase agreements are considered to be
borrowings by the Fund and the Fund will use the proceeds obtained from the
sale of securities to purchase other investments.
(5) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, the
debt discounts are amortized using the yield-to-maturity method. Realized
gains and losses from security transactions are determined on the basis of
identified cost for both financial reporting and federal income tax purposes.
(6) Income dividends are declared daily by the Fund and paid or reinvested
at net asset value monthly. Other distributions are recorded by the Fund on
the ex-dividend date and may be reinvested at net asset value.
Effective April 1, 1993, the Fund adopted Statement of Position 93-2,
"Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gains, and Return of Capital Distributions by Investment Companies."
As a result of this statement, the Fund changed the classification of
distributions to shareholders to better disclose the difference between
financial statement amounts and distributions determined and reported in
accordance with income tax regulations. Accordingly, the Fund reclassified
$56,910 and $176,227 to undistributed net investment income and undistributed
net realized gains, respectively, from additional paid-in capital. Net
investment income, net realized gains and net assets were not affected by this
change.
13
<PAGE> 310
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Continued
NOTE A (Continued)
(7) On a daily basis, income, unrealized and realized gains and losses,
and expenses which are not class specific are allocated to each class based on
their respective relative net assets. Class specific expenses, such as
distribution expenses, are applied to the class to which they are attributed.
(8) No provision for federal income taxes has been made since it is the
Fund's intention to distribute all of its taxable income and profits to its
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code.
The Fund's tax year end is December 31. For federal income tax purposes, at
December 31, 1993, the Fund had an accumulated net realized capital loss
carryforward of approximately $7,600,000 which will expire as follows:
$3,500,000 - 1996, $1,400,000 - 1997, $1,900,000 - 1998 and $800,000 - 2000.
(9) The Fund reports custodian fees net of credits and charges resulting
from cash positions in the custodial accounts greater than or less than the
amounts required to settle portfolio transactions. For the year ended March
31, 1994, these amounts were $6,394 and $5,799, respectively.
(10) In prior years, a portion of the proceeds from sales and costs of
redemptions of Fund shares, equivalent, on a per share basis, to the amount of
undistributed income, was credited or charged to undistributed income so that
undistributed net investment income per share was not affected by sales or
redemptions of Fund shares. The use of this equalization method has been
discontinued, which had no effect on net investment income, net realized gains
and net assets.
(11) With respect to U.S. government and U.S. government agency securities
in which the Fund may invest, only U.S. Treasury and Government National
Mortgage Association (GNMA) issues are backed by the full faith and credit of
the U.S. government. All other government issues are backed by the issuing
agencies and their general ability to borrow from the U.S. government. Options
and futures contracts on U.S. government securities are not issues of, nor
guaranteed by the U.S. government or its agencies.
NOTE B -- MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund's management fee is paid monthly to Transamerica Fund Management
Company (the "Investment Adviser") and is calculated based on the following
schedule:
<TABLE>
AVERAGE DAILY NET ASSETS ANNUAL RATE
------------------------ -----------
<S> <C>
First $75 million 0.6250%
Next $75 million 0.5625%
Over $150 million 0.5000%
</TABLE>
The Investment Adviser also provides administrative services to the Fund
pursuant to an administrative service agreement. During the year ended March
31, 1994, the Fund paid or accrued $67,013 for these services.
During the year ended March 31, 1994, Transamerica Fund Distributors, Inc.
(the "Distributor"), an affiliate of the Investment Adviser, as principal
underwriter, retained $37,666 as its portion of the commissions charged on
sales of Class A Shares of the Fund.
The Fund paid no compensation directly to any officer. Certain officers and
a trustee of the Fund are affiliated with the Investment Adviser.
During the year ended March 31, 1994, the Fund paid legal fees of $7,687 to
Baker & Botts. A partner with Baker & Botts is an officer of the Trust.
NOTE C -- COST, PURCHASES AND SALES OF INVESTMENT SECURITIES
During the year ended March 31, 1994, purchases and sales of securities,
other than short-term obligations, aggregated $260,133,815 and $269,755,128,
respectively.
At March 31, 1994, the identified cost of investments owned is the same for
both financial reporting and federal income tax purposes. At March 31, 1994,
the gross unrealized appreciation and gross unrealized depreciation of
investments, futures contracts and forward currency contracts for federal
income tax purposes were $707,380 and $5,384,445, respectively.
14
<PAGE> 311
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Continued
NOTE C (Continued)
<TABLE>
Futures contracts which were open at March 31, 1994, were as follows:
<CAPTION>
UNREALIZED
DELIVERY NUMBER OF APPRECIATION
MONTH/YEAR/COMMITMENT CONTRACTS (1) (DEPRECIATION)
- --------------------- ------------- --------------
<S> <C> <C>
U.S. Treasury Bond Futures
Jun/94/short 91 $ 362,969
U.S. Treasury Five Year
Note Futures
Jun/94/long 75 (18,750)
U.S. Treasury Ten Year
Note Futures
Jun/94/short 50 70,312
--- ----------
216 414,531
=== ==========
</TABLE>
(1) Each contract represents $100,000 in par value.
At March 31, 1994, the Fund has the following forward currency exchange
contracts open. These contracts settle on May 9, 1994 for the Japanese
contracts, May 16, 1994 for the British contracts and May 24, 1994 for the
French contracts.
<TABLE>
<CAPTION>
FOREIGN U.S. DOLLAR
CURRENCY VALUE AT CURRENT UNREALIZED
PURCHASE PURCHASE U.S. DOLLAR APPRECIATION
(SALE) (SALE) VALUE (DEPRECIATION)
- --------------- ------------ ------------- ----------------
<S> <C> <C> <C>
British Pounds:
POUND $ 900,000 $ 1,347,785 $ 1,332,900 $ (14,885)
(2,120,000) (3,145,391) (3,139,720) 5,671
French Francs:
FF 2,200,000 381,514 384,891 3,377
(2,200,000) (378,592) (384,891) (6,299)
Japanese Yen:
YEN 360,000,000 3,464,870 3,511,510 46,640
(360,000,000) (3,419,362) (3,511,510) (92,148)
---------
$ (57,644)
=========
</TABLE>
At March 31, 1994, unrealized appreciation on interest receivable for
foreign securities held was $1,806.
NOTE D -- PLAN OF DISTRIBUTION
Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund is
authorized under separate distribution plans to finance activities related to
the distribution of its Class A and Class B Shares (the "Class A Plan" and the
"Class B Plan," respectively). The distribution plans, together with the
initial sales charge on Class A Shares and the contingent deferred sales charge
on Class B Shares, comply with the regulations covering maximum sales charges
assessed by mutual funds distributed through securities dealers that are NASD
members.
The Class A Plan and the Class B Plan permit each class to make payments to
the Distributor up to 0.25% annually of average daily net assets for certain
distribution costs such as service fees paid to dealers, production and
distribution of prospectuses to prospective investors, services provided to
new and existing shareholders and other distribution related activities.
During the year ended March 31, 1994, Class A made payments to the Distributor
of $264,754 or 0.25% related to the above activities. During the period June
30, 1993 to March 31, 1994, Class B made payments of $8,161 or 0.19% related
to these activities.
The Class B Plan also permits Class B to reimburse the Distributor up to
0.75% annually of average daily net assets for costs related to compensation
paid to securities dealers, in place of an initial sales charge to investors,
on the sale of Class B Shares. These costs are based upon a commission payment
charge of 5% of the value of Class B Shares sold (excluding shares acquired
through reinvestment) reduced by the amount of contingent deferred sales
charges (CDSC) that have been received by the Distributor on redemptions of
Class B Shares. These costs also include a charge of interest (carrying
charge) at an annual rate of 1% over the prevailing prime rate to the extent
cumulative commission payment charges, plus any previous carrying charges,
less CDSC received by the Distributor, have not been paid in full by the Fund.
For the period June 30, 1993 through March 31, 1994, Class B reimbursed the
Distributor $24,397 or 0.56% for such costs. For this period, the Distributor
received $6,525 in CDSC. At March 31, 1994, the balance of unrecovered costs
was $220,993.
At March 31, 1994, Class A had $55,296 and Class B had $5,475 payable to the
Distributor pursuant to the above distribution plans.
15
<PAGE> 312
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Continued
<TABLE>
NOTE E -- SHARE AND RELATED TRANSACTIONS
A summary of the share transactions follows:
<CAPTION>
Year Ended March 31,
-----------------------------------------------------
1994 (1) 1993
------------------------ -------------------------
Shares Dollars Shares Dollars
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Shares sold -- Class A . . . . . . . . . . . . . . . . . . . . 1,326,045 $ 12,356,583 2,861,998 $ 26,226,351
Shares sold -- Class B . . . . . . . . . . . . . . . . . . . . 925,617 8,663,960 -- --
Shares issued in reinvestment of distributions -- Class A . . 498,008 4,601,879 552,242 5,073,699
Shares issued in reinvestment of distributions -- Class B . . 13,573 124,743 -- --
Shares redeemed -- Class A . . . . . . . . . . . . . . . . . (2,933,145) (27,158,357) (2,146,584) (19,807,482)
Shares redeemed -- Class B . . . . . . . . . . . . . . . . . (259,666) (2,391,321) -- --
---------- ----------- ---------- ------------
Net increase (decrease) in shares outstanding . . . . . . . . . (429,568) $ (3,802,513) 1,267,656 $ 11,492,568
========== =========== ========== ============
<FN>
(1) Class B share transactions are for the period from June 30, 1993 to
March 31, 1994.
</TABLE>
<TABLE>
The components of net assets at March 31, 1994, are as follows:
<S> <C>
Capital paid-in (unlimited number of shares authorized) . . . . . . . . . . . . . . . . . . . . . . . . . . $117,944,449
Undistributed net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,997
Accumulated net realized loss on investments, futures contracts and forward currency contracts . . . . . . (11,780,293)
Unrealized depreciation of investments, futures contracts and forward currency contracts. . . . . . . . . . (4,677,065)
------------
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $101,524,088
============
</TABLE>
16
<PAGE> 313
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
Shareholders and Board of Trustees
Transamerica Investment Quality Bond Fund,
a series of Transamerica Bond Fund
We have audited the accompanying statement of assets and liabilities of
Transamerica Investment Quality Bond Fund, a series of Transamerica Bond Fund,
as of March 31, 1994, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the periods
indicated therein. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of March 31, 1994, by correspondence with the custodian and brokers.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Transamerica Investment Quality Bond Fund, a series of Transamerica Bond Fund,
at March 31, 1994, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then ended,
and the financial highlights for each of the indicated periods, in conformity
with generally accepted accounting principles.
/s/ ERNST & YOUNG
Houston, Texas
April 29, 1994
17
<PAGE> 314
INVESTMENT QUALITY BOND
<TABLE>
SCHEDULE OF INVESTMENTS
UNAUDITED
September 30, 1994
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- -------------------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT AND
- -------------------
U.S. GOVERNMENT AGENCY
- ----------------------
OBLIGATIONS - 65.57%
- ----------------------
FEDERAL HOME
LOAN MORTGAGE
CORPORATION - 11.59%
CMO - Planned
Amortization Class
4.500% due 05/15/14 (A) $ 1,000,000 $ 839,063
5.000% due 04/15/21 6,500,000 5,258,906
5.750% due 05/15/21 5,500,000 4,833,125
-----------
10,931,094
FEDERAL
NATIONAL MORTGAGE
ASSOCIATION - 14.84%
8.000% due 05/01/02 3,793 3,795
8.500% with various
maturities to 09/01/24 9,652,663 9,624,007
CMO - Planned
Amortization Class
6.000% due 11/25/08 5,000,000 4,281,250
CMO - Interest Only
8.500% due 10/01/17 (A) 230,000 79,350
-----------
13,988,402
GOVERNMENT
NATIONAL MORTGAGE
ASSOCIATION - 5.32%
6.500% with various
maturities to 05/15/24 5,059,806 4,417,844
8.000% due 02/15/04 3,289 3,191
11.500% with various
maturities to 08/15/13 249,591 276,500
12.000% due 03/15/13 98,892 111,224
12.500% with various
maturities to 12/15/10 104,186 111,935
15.000% due 07/15/11 52,997 57,867
GPMs (Graduated
Payment Mortgages)
13.000% due 11/15/10 33,366 36,442
-----------
5,015,003
TENNESSEE VALLEY
AUTHORITY - 2.69%
7.250% due 07/15/43 3,000,000 2,535,600
U.S. TREASURY
SECURITIES - 31.13%
Bonds
6.250% due 08/15/23 2,000,000 1,624,740
12.625% due 05/15/95 (A)(B)(C) 23,750,000 24,804,500
Notes
7.250% due 08/15/04 3,000,000 2,929,650
-----------
29,358,890
-----------
TOTAL U.S. GOVERNMENT
AND U.S. GOVERNMENT
AGENCY OBLIGATIONS
(Cost $63,030,583) 61,828,989
FOREIGN BONDS - 25.30%
- ------------------------
FOREIGN CURRENCY
DENOMINATED
FOREIGN GOVERNMENT
BONDS - 4.78%
Republic of Deutschland
8.750% due 05/22/00 (D) DM2,000,000 1,371,208
United Kingdom
Treasury Bonds
6.000% due 08/10/99 (E) [POUND] 1,250,000 1,771,384
6.750% due 11/26/04 (F) 1,000,000 1,362,808
-----------
4,505,400
U.S. DOLLAR DENOMINATED
FOREIGN GOVERNMENT
BONDS - 15.85%
Argentina (Republic of)
Notes Series L
6.500% due 03/31/05 (G) $ 2,500,000 1,903,125
Brazil (Republic of)
Notes IDU Series A-L
6.063% due 01/01/01 (G) 980,000 813,400
British Columbia Hydro &
Power Authority
15.000% due 04/15/11 2,050,000 2,388,250
</TABLE>
6
<PAGE> 315
<TABLE>
SCHEDULE OF INVESTMENTS
Continued
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- ----------------------------------------------------
<S> <C> <C>
15.500% with various
maturities to 11/15/11 1,306,000 1,591,804
Hydro-Quebec Corp.
8.250% due 01/15/27 1,250,000 1,154,688
8.625% due 06/15/29 1,000,000 961,250
Province of Nova Scotia,
Canada
11.500% due 05/15/13 1,255,000 1,449,525
Province of Ontario,
Canada
17.000% due 11/05/11 3,750,000 4,682,812
----------
14,944,854
U.S. DOLLAR DENOMINATED
FOREIGN CORPORATE
BONDS - 4.67%
Bank of Nova Scotia
6.250% due 09/15/08 2,000,000 1,637,500
Cemex S.A.
9.500% due 09/20/01 1,000,000 983,750
Norsk Hydro A.S.
7.750% due 06/15/23 2,000,000 1,785,000
----------
4,406,250
----------
TOTAL FOREIGN BONDS
(Cost $26,440,735) 23,856,504
NON-CONVERTIBLE
- ---------------
CORPORATE DEBT - 18.96%
- -------------------------
CONSUMER
CYCLICALS - 2.64%
Wal-Mart Stores Inc.
8.000% due 09/15/06 2,500,000 2,490,625
CONSUMER GOODS &
SERVICES - 0.46%
Fresh Del Monte
Produce N.V.
10.000% due 05/01/03 500,000 430,000
ENERGY - 1.11%
Clark Oil & Refining Corp.
10.500% due 12/01/01 1,000,000 1,045,000
FINANCIAL SERVICES - 2.85%
Hancock (John) Mutual Life
Insurance Co.
7.375% due 02/15/24 2,000,000 1,660,000
World Book Finance Inc.
8.125% due 09/01/96 1,000,000 1,023,750
----------
2,683,750
INDUSTRIAL - 1.98%
Phillips-Van Heusen Corp.
7.750% due 11/15/23 1,000,000 858,750
Waste Management Inc.
7.875% due 08/15/96 1,000,000 1,013,750
----------
1,872,500
MEDIA AND LEISURE - 2.98%
Cablevision
Industries Corp.
10.750% due 01/30/02 1,000,000 1,000,000
Capital Cities
Communications
8.750% due 08/15/21 100,000 101,500
Disney, Walt Co.
7.550% due 07/15/93 2,000,000 1,707,500
---------
2,809,000
TECHNOLOGY-
RELATED - 3.27%
Apple Computer, Inc.
6.500% due 02/15/04 2,500,000 2,181,250
Continental
Cablevision Inc.
9.500% due 08/01/13 1,000,000 907,500
---------
3,088,750
UTILITIES - 3.67%
Pacific Bell
6.625% due 10/15/34 2,000,000 1,562,500
</TABLE>
7
<PAGE> 316
<TABLE>
SCHEDULE OF INVESTMENTS
Continued
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- ---------------------------------------------------------
<S> <C> <C>
System Energy
Resources, Inc.
6.000% due 04/01/98 2,000,000 1,897,500
-----------
3,460,000
-----------
TOTAL NON-CONVERTIBLE
CORPORATE DEBT
(Cost $19,246,647) 17,879,625
TOTAL
INVESTMENTS - 109.83%
(Cost $108,717,965) 103,565,118
LIABILITY FOR
- -------------
REVERSE REPURCHASE
- ------------------
AGREEMENT - (14.93)%
- ----------------------
Kidder Peabody 5.250%
due 10/03/94 (dated
09/30/94). Collateralized
by $14,087,920 value,
U.S. Treasury Bonds
12.625% due 05/15/95. (14,077,125) (14,079,178)
CASH AND OTHER ASSETS,
LESS LIABILITIES - 5.10% 4,813,379
-----------
NET ASSETS, at value,
equivalent to $8.21 per
share for 10,594,143
Class A Shares ($.01 par
value) and $8.22 per
share for 889,221 Class B
Shares ($.01 par value)
outstanding - 100.00% 94,299,319
===========
<FN>
(A) Federal Home Loan Mortgage Corporation, Federal National Mortgage Association and
U.S. Treasury Bond securities with a value of $3,998,290 owned by the Fund were
designated as margin deposits for futures contracts at September 30, 1994.
(B) U.S. Treasury Bond securities pledged as collateral on reverse repurchase agreements at
September 30, 1994.
(C) Long-term obligations that will mature in less than one year.
(D) Face amount is denominated in German currency, market value is in U.S. dollars. At
09/30/94, U.S. dollars equivalent of face amount was $1,291,156.
(E) Face amount is denominated in British currency, market value is in U.S. dollars. At
09/30/94, U.S. dollars equivalent of face amount was $1,974,375.
(F) Face amount is denominated in British currency, market value is in U.S. dollars. At
09/30/94, U.S. dollars equivalent of face amount was $1,579,500.
(G) Floating rate security.
See Notes to Financial Statements.
</TABLE>
8
<PAGE> 317
<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
UNAUDITED
September 30, 1994
<S> <C> <C>
ASSETS
Investments at value (cost $108,717,965) $103,565,118
Receivable for:
Investments sold $ 9,533,555
Interest 2,476,957
Shares sold 25,613 12,036,125
Other assets ------------ 32,830
------------
Total Assets 115,634,073
LIABILITIES
Payable for:
Reverse repurchase agreements 14,079,178
Investments purchased 4,517,322
Dividends 264,324
Shares repurchased 72,504
Variation margin on futures contracts 64,699 18,998,027
-----------
Payable to Investment Adviser for:
Distribution expenses 62,693
Management fees 47,960
Administrative service fees 7,858 118,511
-----------
Other accrued expenses 50,820
Other liabilities 2,167,396
------------
Total Liabilities 21,334,754
------------
NET ASSETS, at value, equivalent to $8.21 per share for
10,594,143 Class A Shares ($.01 par value) and $8.22 per share
for 889,221 Class B Shares ($.01 par value) outstanding $ 94,299,319
============
See Notes to Financial Statements.
</TABLE>
9
<PAGE> 318
STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
UNAUDITED
<TABLE>
STATEMENT OF OPERATIONS
Six Months Ended September 30, 1994
<S> <C> <C>
INVESTMENT INCOME
Interest $ 3,954,719
EXPENSES
Management fees $ 299,309
Distribution expenses
(see Note D) 147,574
Transfer agent fees 83,928
Administrative service fees 40,249
Audit and legal fees 27,753
Custodian fees 21,346
Interest expense 16,047
Trustees' fees and expenses 11,885
Shareholder reports 11,579
Registration fees 10,905
Miscellaneous 10,568 681,143
------------ -----------
NET INVESTMENT INCOME 3,273,576
REALIZED AND UNREALIZED
GAIN (LOSS) ON SECURITIES
Net realized gain (loss) on:
Investments (5,661,693)
Futures contracts 373,759
Forward currency contracts 301,590 (4,986,344)
------------
Net change in
unrealized appreciation
(depreciation) of:
Investments (118,095)
Futures contracts (271,094)
Forward currency contracts 57,644 (331,545)
------------ -----------
NET REALIZED AND UNREALIZED
LOSS ON SECURITIES (5,317,889)
-----------
DECREASE IN NET ASSETS
RESULTING FROM
OPERATIONS $(2,044,313)
===========
</TABLE>
See Notes to Financial Statements.
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
Six Months
Ended Year Ended
September 30, March 31,
1994 1994
------------- -------------
<S> <C> <C>
OPERATIONS
Net investment income $ 3,273,576 $ 8,401,014
Net realized loss on
securities (4,986,344) (994,065)
Net change in unrealized
depreciation
of securities (331,545) (5,566,381)
------------ -------------
Increase (decrease) in
net assets resulting
from operations (2,044,313) 1,840,568
DISTRIBUTIONS TO
SHAREHOLDERS
From net investment
income -
Class A (3,255,340) (8,139,992)
Class B (213,895) (210,407)
In excess of net
investment income -
Class A (313,707) -
Class B (20,612) -
------------ ------------
Total distributions to
shareholders (3,803,554) (8,350,399)
SHARE TRANSACTIONS
Decrease in shares
outstanding (1,376,902) (3,802,513)
------------ ------------
Decrease in net assets (7,224,769) (10,312,344)
NET ASSETS
Beginning of period 101,524,088 111,836,432
------------ ------------
End of period $ 94,299,319 $101,524,088
============ ============
Undistributed Net
Investment Income $ 0 $ 36,997
============ ============
</TABLE>
See Notes to Financial Statements.
10
<PAGE> 319
<TABLE>
FINANCIAL HIGHLIGHTS
UNAUDITED
<CAPTION>
Class A Shares Class B Shares
--------------------------------------------------------------- ------------------------------
Six Months Six Months Period from
Ended Year Ended March 31, Ended June 30, 1993
Sept. 30, --------------------------------------------------- Sept. 30, to March 31,
1994 (1) 1994 (1) 1993 1992 1991 1990 1994 (1) 1994 (1)(2)
---------- --------------------------------------------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Per share income and capital
changes for a share outstanding
during each period:
Net asset value, beginning
of period $ 8.72 $ 9.26 $ 8.93 $ 8.85 $ 8.52 $ 8.77 $ 8.72 $ 9.31
INCOME FROM
INVESTMENT OPERATIONS
Net investment income 0.28 0.71 0.79 0.80 0.85 0.86 0.26 0.49
Net realized and unrealized
gain (loss) on investments (0.46) (0.55) 0.31 0.11 0.32 (0.22) (0.46) (0.60)
------- ------- ------- ------- ------- ------- ------- -------
Total from Investment
Operations (0.18) 0.16 1.10 0.91 1.17 0.64 (0.20) (0.11)
LESS DISTRIBUTIONS
Dividends from net investment
income (0.30) (0.70) (0.77) (0.83) (0.84) (0.89) (0.28) (0.48)
Dividends in excess of net
investment income (0.03) - - - - - (0.02) -
------- ------- ------- ------- ------- ------- ------- -------
Total Distributions (0.33) (0.70) (0.77) (0.83) (0.84) (0.89) (0.30) (0.48)
------- ------- ------- ------- ------- ------- ------- -------
Net asset value, end of period $ 8.21 $ 8.72 $ 9.26 $ 8.93 $ 8.85 $ 8.52 $ 8.22 $ 8.72
======= ======= ======== ======= ======= ======= ======= =======
TOTAL RETURN (3) (2.09)% 1.58% 12.77% 10.72% 14.51% 7.35% (2.37)% (1.51)%
======= ======= ======== ======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to
average net assets 0.65% 1.25% 1.24% 1.36% 1.25% 1.18% 1.02% 1.50%
Ratio of interest expense to
average net assets 0.02% 0.00% 0.07% 0.34% - - 0.02% 0.00%
------- ------- ------- ------- ------- ------- ------- -------
Ratio of total expenses to
average net assets 0.67% 1.25% 1.31% 1.70% 1.25% 1.18% 1.04% 1.50%
Ratio of net investment income to
average net assets 3.37% 7.63% 8.47% 8.84% 9.89% 9.64% 3.00% 4.96%
Portfolio turnover 111% 242% 191% 316% 134% 162% 111% 242%
Net Assets, end of period
(in thousands) $86,994 $95,601 $111,836 $96,516 $84,039 $88,521 $ 7,305 $ 5,923
Debt outstanding at end of period
(in thousands) (4) $14,079 $ 0 $ 0 $ 6,496 - - $14,079 $ 0
Average daily amount of debt
outstanding during the period
(in thousands) (4) $ 885 $ 70 $ 2,003 $ 6,876 - - $ 885 $ 70
Average monthly number of total
shares outstanding during the
period (in thousands) 11,586 11,907 11,807 10,003 - - 11,586 11,907
Average daily amount of debt
outstanding per share during the
period (4) $ 0.08 $ 0.01 $ 0.17 $ 0.69 - - $ 0.08 $ 0.01
<FN>
(1) Financial highlights, including total return, have not been annualized.
(2) Portfolio turnover and information regarding debt outstanding are for the year ended March 31, 1994 and are not class specific.
(3) Total return does not include the effect of the initial sales charge for Class A Shares nor the contingent deferred sales
charge for Class B Shares.
(4) Debt outstanding consists of reverse repurchase agreements entered into during the period.
</TABLE>
See Notes to Financial Statements.
11
<PAGE> 320
NOTES TO FINANCIAL STATEMENTS
September 30, 1994
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES
Transamerica Bond Fund (the "Trust") is a diversified, open-end
management investment company registered under the Investment Company Act of
1940, as amended. Since November 30, 1984, the Trust has operated as a series
fund, currently issuing six series of shares. Transamerica Investment Quality
Bond Fund (the ``Fund''), a series of the Trust, offers two classes of shares
to the public. Class A Shares are subject to an initial sales charge of up to
4.75% and a 12b-1 distribution plan and Class B Shares are subject to a
contingent deferred sales charge and a separate 12b-1 distribution plan. The
following is a summary of significant accounting policies consistently followed
by the Fund.
(1) Securities for which over-the-counter market quotations are readily
available are valued at the last sale price as reported by NASDAQ or at
quotations provided by market makers. Securities for which no sales are
reported are valued at the mean between closing bid and asked prices. Interest
rate futures contracts and options on interest rate futures are valued based on
their daily settlement price. Securities which are not traded on U.S. markets,
forward contracts, and other assets and liabilities stated in foreign currency
are translated into U.S. dollar equivalents based on quoted exchange rates.
Securities for which market quotations are not readily available are valued at
a fair value as determined in good faith by the Trust's Board of Trustees.
Options are valued at the last reported sale price or, if no sales are
reported, at the mean between the last reported bid and asked prices.
Short-term investments are valued at amortized cost (original cost plus
amortized discount or accrued interest).
(2) The premium paid by the Fund for the purchase of a call or put
option is recorded as an investment and subsequently ``marked to market'' to
reflect the current market value of the option purchased. If an option which
the Fund has purchased expires on the stipulated expiration date, the Fund
realizes a loss in the amount of the cost of the option. If the Fund enters
into a closing transaction, it realizes a gain (loss) if the proceeds from the
sale are greater (less) than the cost of the option purchased. If the Fund
exercises a put option, it realizes a gain or a loss from the sale of the
underlying security and the proceeds from such sale will be decreased by the
premium originally paid. If the Fund exercises a call option, the cost of the
security purchased upon exercise is increased by the premium originally paid.
(3) The Fund may enter into futures contracts for delayed delivery of
securities on a future date at a specified price. Initial margin deposits made
upon entering into futures contracts and options on futures contracts are
maintained by the Fund's custodian in segregated asset accounts. During the
period the futures contract is open, changes in the value of the contract are
recognized as unrealized gains or losses by ``marking to market'' on a daily
basis to reflect the market value of the contract at the end of each day's
trading. Variation margin payments are received or made, depending on whether
unrealized gains or losses are incurred. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the proceeds
from (or cost of) the closing transaction and the Fund's basis in the contract.
(4) The Fund may enter into reverse repurchase agreements which involve
the sale of securities held by the Fund to a bank or securities firm with an
agreement that the Fund will buy back the securities at a fixed future date at
a fixed price plus an agreed amount of ``interest'' which may be reflected in
the repurchase price. Reverse repurchase agreements are considered to be
borrowings by the Fund and the Fund will use the proceeds obtained from the
sale of securities to purchase other investments.
(5) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, the
debt discounts are amortized using the yield-to-maturity method. Realized
gains and losses from security transactions are determined on the basis of
identified cost for both financial reporting and federal income tax purposes.
(6) Income dividends are declared daily by the Fund and paid or
reinvested at net asset value monthly. Other distributions are recorded by the
Fund on the ex-dividend date and may be reinvested at net asset value. Income
and capital gain distributions are determined in accordance with income tax
regulations which may differ from generally accepted accounting principles.
(7) On a daily basis, income, unrealized and realized gains and losses,
and expenses which are not class specific are allocated to each class based on
their respective relative net assets. Class specific expenses, such as
distribution expenses, are applied to the class to which they are attributed.
(8) No provision for federal income taxes has been made since it is the
Fund's intention to distribute all of its taxable income and profits to its
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code.
The Fund's tax year end is December 31. For federal income tax
purposes, at December 31, 1993, the Fund had an accumulated net realized
capital loss carryforward of approximately $7,600,000 which will expire as
follows: $3,500,000 - 1996, $1,400,000 - 1997, $1,900,000 - 1998 and $800,000 -
2000.
12
<PAGE> 321
NOTES TO FINANCIAL STATEMENTS 13
Continued
NOTE A (Continued)
(9) The Fund reports custodian fees net of credits and charges resulting
from cash positions in the custodial accounts greater than or less than the
amounts required to settle portfolio transactions. For the six months ended
September 30, 1994, these amounts were $3,474 and $3,707, respectively.
(10) With respect to U.S. government and U.S. government agency
securities in which the Fund may invest, only U.S. Treasury and Government
National Mortgage Association (GNMA) issues are backed by the full faith and
credit of the U.S. government. All other government issues are backed by the
issuing agencies and their general ability to borrow from the U.S. government.
Options and futures contracts on U.S. government securities are not issues of,
nor guaranteed by the U.S. government or its agencies.
NOTE B -- MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
<TABLE>
The Fund's management fee is paid monthly to Transamerica Fund
Management Company (TFMC) and is calculated based on the following schedule:
<CAPTION>
Average Daily Net Assets Annual Rate
------------------------ -----------
<S> <C>
First $75 million 0.6250%
Next $75 million 0.5625%
Over $150 million 0.5000%
</TABLE>
TFMC also provides administrative services to the Fund pursuant to an
administrative service agreement. During the six months ended September 30,
1994, the Fund paid or accrued $31,539 for these services.
During the six months ended September 30, 1994, Transamerica Fund
Distributors, Inc. (the ``Distributor''), an affiliate of TFMC, as principal
underwriter, retained $6,547 as its portion of the commissions charged on sales
of Class A Shares of the Fund.
The Fund paid no compensation directly to any officer. Certain officers
and a trustee of the Fund are affiliated with TFMC.
During the six months ended September 30, 1994, the Fund paid legal fees
of $3,801 to Baker & Botts. A partner with Baker & Botts is an officer of the
Trust.
NOTE C -- COST, PURCHASES AND SALES OF INVESTMENT SECURITIES
During the six months ended September 30, 1994, purchases and sales of
securities, other than short-term obligations, aggregated $111,280,059 and
$104,100,216, respectively.
At September 30, 1994, the identified cost of investments owned is the
same for both financial reporting and federal income tax purposes. At September
30, 1994, the gross unrealized appreciation and gross unrealized depreciation
of investments and futures contracts for federal income tax purposes were
$156,362 and $5,164,972, respectively.
<TABLE>
Futures contracts which were open at September 30, 1994, were as follows:
<CAPTION>
Delivery Number of Unrealized
Month/Year/Commitment Contracts (1) Appreciation
------------------------ ------------- -------------
<S> <C> <C>
U.S. Treasury
Five Year Note Futures
Dec/94/short 55 $ 20,625
U.S. Treasury
Ten Year Note Futures
Dec/94/short 90 122,812
------------- -------------
145 $143,437
============= =============
<FN>
(1) Each contract represents $100,000 in par value.
</TABLE>
At September 30, 1994, unrealized appreciation on interest receivable
for foreign securities held was $800.
NOTE D -- PLAN OF DISTRIBUTION
Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund
is authorized under separate distribution plans to finance activities related
to the distribution of its Class A and Class B Shares (the ``Class A Plan'' and
the ``Class B Plan,'' respectively). The distribution plans, together with the
initial sales charge on Class A Shares and the contingent deferred sales charge
on Class B Shares, comply with the regulations covering maximum sales charges
assessed by mutual funds distributed through securities dealers that are NASD
members.
The Class A Plan and the Class B Plan permit each class to make payments
to the Distributor up to 0.25% annually of average daily net assets for certain
distribution costs such as service fees paid to dealers, production and
distribution of prospectuses to prospective investors, services provided to new
and existing shareholders and other distribution related activities. During the
six months ended September 30, 1994, Class A and Class B made payments to the
Distributor of $113,874 or 0.13% and $8,358 or 0.13%, respectively, related to
the above activities. The Class B Plan also permits Class B to reimburse the
Distributor up to 0.75% annually of average daily net assets for costs related
to compensation paid to securities dealers, in
13
<PAGE> 322
NOTES TO FINANCIAL STATEMENTS
Continued
NOTE D (Continued)
place of an initial sales charge to investors, on the sale of Class B Shares.
These costs are based upon a commission payment charge of 5% of the value of
Class B Shares sold (excluding shares acquired through reinvestment) reduced by
the amount of contingent deferred sales charges (CDSC) that have been received
by the Distributor on redemptions of Class B Shares. These costs also include a
charge of interest (carrying charge) at an annual rate of 1% over the
prevailing prime rate to the extent cumulative commission payment charges,
plus any previous carrying charges, less CDSC received by the Distributor, have
not been paid in full by the Fund. For the six months ended September 30, 1994,
Class B reimbursed the Distributor $25,342 or 0.37% for such costs. For this
period, the Distributor received $13,830 in CDSC. At September 30, 1994, the
balance of unrecovered costs was $275,000.
______________________________________
NOTE E -- SHARE AND RELATED TRANSACTIONS
<TABLE>
A summary of the share transactions follows:
<CAPTION>
Six Months Ended Year Ended
------------------------- -------------------------
September 30, 1994 March 31, 1994 (1)
Shares Dollars Shares Dollars
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Shares sold -- Class A 387,077 $ 3,278,952 1,326,045 $ 12,356,583
Shares sold -- Class B 309,911 2,613,768 925,617 8,663,960
Shares issued in reinvestment of distributions -- Class A 240,396 2,017,292 498,008 4,601,879
Shares issued in reinvestment of distributions -- Class B 14,050 117,773 13,573 124,743
Shares redeemed -- Class A (1,002,513) (8,444,721) (2,933,145) (27,158,357)
Shares redeemed -- Class B (114,264) (959,966) (259,666) (2,391,321)
---------- ---------- ---------- ------------
Net decrease in shares outstanding (165,343) $(1,376,902) (429,568) $ (3,802,513)
========== ========== ========== ============
<FN>
(1) Class B share transactions are for the period from June 30, 1993 to March 31, 1994.
</TABLE>
<TABLE>
The components of net assets at September 30, 1994, are as follows:
<S> <C>
Capital paid-in (unlimited number of shares authorized) $116,357,663
Accumulated net realized loss on investments, futures contracts and forward currency contracts (17,049,734)
Unrealized depreciation of investments and futures contracts (5,008,610)
------------
Net Assets $ 94,299,319
============
</TABLE>
14
<PAGE> 323
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Trustees
John Hancock Investment Quality Bond Fund,
a series of John Hancock Bond Fund
We have audited the accompanying statement of assets and liabilities of John
Hancock Investment Quality Bond Fund, formerly Transamerica Investment Quality
Bond Fund, a series of John Hancock Bond Fund, formerly Transamerica Bond Fund,
as of March 31, 1994, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the periods
indicated therein. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of March 31, 1994, by correspondence with the custodian and brokers.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of John
Hancock Investment Quality Bond Fund, a series of John Hancock Bond Fund at
March 31, 1994, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then ended,
and the financial highlights for each of the indicated periods, in conformity
with generally accepted accounting principles.
ERNST & YOUNG LLP
<PAGE> 324
ADJUSTABLE U.S. GOVERNMENT TRUST
INVESTMENTS
UNAUDITED
Transamerica Adjustable U.S. Government Trust (the ``Fund'') invests
substantially all of its assets in an affiliated investment company, Adjustable
U.S. Government Fund (the ``Portfolio''). The investments below are those owned
by the Portfolio. The Fund owned more than 99.99% of the Portfolio at September
30, 1994.
September 30, 1994
<TABLE>
<CAPTION>
ISSUER AMOUNT VALUE
- ----------------------------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT AGENCY
OBLIGATIONS - 88.77%
FEDERAL HOME
LOAN MORTGAGE
CORPORATION - 35.51%
9.500% due 12/01/01.............. $ 36,478 $ 37,641
11.000% due 01/01/01.............. 17,425 18,563
13.000% due 01/01/11.............. 47,414 51,563
ARMs-Adjustable Rate
Mortgages
4.875% due 10/01/18............... 163,700 159,863
4.979% due 05/01/17............... 13,626 13,490
5.054% due 02/01/19............... 34,882 33,912
5.375% due 03/01/15............... 39,483 38,546
5.500% due 02/01/18............... 256,197 254,916
5.625% due 05/01/16............... 7,035 7,095
5.672% due 01/01/04............... 596,820 594,582
5.677% due 11/01/22............... 2,452,325 2,463,821
5.756% due 10/01/18............... 334,820 326,032
5.951% due 03/01/19............... 2,336,160 2,396,025
6.250% due 05/01/17............... 541,739 535,306
6.274% due 10/01/19............... 2,580,460 2,596,992
6.375% due 05/01/17............... 54,723 55,134
6.625% due 05/01/17............... 90,693 90,410
6.750% due 08/01/17............... 23,664 23,162
6.875% due 10/01/18............... 60,035 58,985
7.000% due 08/01/17............... 511,564 508,048
----------
TOTAL FEDERAL HOME LOAN
MORTGAGE CORPORATION
(Cost $10,562,481)................ 10,264,086
FEDERAL NATIONAL MORTGAGE
ASSOCIATION - 45.79%
ARMs-Adjustable Rate
Mortgages
4.710% due 06/01/19............... $ 311,770 $ 303,538
4.875% due 12/01/17............... 246,377 241,566
5.350% due 03/01/27............... 41,767 41,735
5.500% due 07/01/18............... 230,509 226,727
5.536% due 02/01/27............... 411,041 412,904
5.625% due 04/01/16............... 582,549 567,804
5.850% with various
maturities to 06/01/14........... 169,334 166,092
5.898% due 04/01/19............... 82,459 82,459
5.928% due 04/01/23............... 5,010,584 5,061,474
6.000% due 05/01/17............... 56,295 54,835
6.250% due 11/01/13............... 153,518 155,005
6.646% due 09/01/18............... 1,742,797 1,763,493
7.000% due 07/01/16............... 47,115 46,453
7.125% due 08/01/18............... 218,576 214,170
7.438% due 07/01/22............... 3,543,321 3,607,544
8.701% due 05/01/17............... 278,587 291,995
----------
TOTAL FEDERAL NATIONAL
MORTGAGE ASSOCIATION
(Cost $13,484,721)................ 13,237,794
</TABLE>
4
<PAGE> 325
INVESTMENTS
UNAUDITED
Continued
<TABLE>
<CAPTION>
ISSUER AMOUNT VALUE
- -------------------------------------------------------------------------------
<S> <C> <C>
GOVERNMENT
NATIONAL MORTGAGE
ASSOCIATION - 7.47%
7.000% due 10/20/24.............. 416,349 415,959
9.000% due 07/15/01.............. 19,091 19,860
10.000% with various
maturities to 06/15/19........... 445,208 475,287
10.500% due 06/15/16.............. 47,111 50,498
11.500% with various
maturities to 03/20/18........... 670,255 742,519
12.000% with various
maturities to 07/15/15........... 339,450 381,776
12.500% due 07/15/15.............. 67,547 72,571
-------
TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION
(Cost $2,184,380)................. 2,158,470
---------
TOTAL U.S. GOVERNMENT
AGENCY OBLIGATIONS
(Cost $26,231,582)................ 25,660,350
SHORT-TERM
OBLIGATIONS - 9.88%
REPURCHASE
AGREEMENT - 9.88%
Kidder Peabody 4.920% due
10/03/94 (dated 09/30/94).
Collateralized by
$2,914,140 value, Federal
National Mortgage
Corporation 8.500% due
09/01/23. (Repurchase
proceeds $2,858,171).
(Cost $2,857,390)................. 2,857,000 2,857,390
----------
TOTAL INVESTMENTS - 98.65%
(Cost $29,088,972)................ 28,517,740
CASH AND OTHER ASSETS,
LESS LIABILITIES - 1.35%......... 389,356
----------
NET ASSETS,
AT VALUE - 100.00%................ $28,907,096(A)
===========
<FN>
(A) Transamerica Adjustable U.S. Government Trust owned
2,969,395 shares of Adjustable U.S. Government Fund
valued at $28,922,297 at September 30, 1994, represent-
ing more than 99.99% of the shares outstanding at that date.
</TABLE>
See Notes to Financial Statements.
5
<PAGE> 326
TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
STATEMENT OF ASSETS AND LIABILITIES
UNAUDITED
September 30, 1994
<TABLE>
<S> <C> <C>
ASSETS
Investment in 2,969,395 shares of Adjustable U.S. Government Fund at value
(Note A) (cost $29,643,095).................................................. $28,922,297
Income dividends receivable.................................................... 111,945
Deferred organization expenses................................................. 21,809
-----------
Total Assets................................................................... 29,056,051
LIABILITIES
Payable for dividends.......................................................... 36,949
Payable to Investment Adviser for:
Distribution expenses........................................................ $6,240
Administrative fees.......................................................... 4,326 10,566
------
Other accrued expenses......................................................... 9,558
-----------
Total Liabilities............................................................ 57,073
-----------
NET ASSETS, at value, equivalent to $9.73 per share for 1,790,633
Class A Shares ($.01 par value) outstanding and $9.73 per share
for 1,188,406 Class B Shares ($.01 par value) outstanding...................... $28,998,978
===========
</TABLE>
See Notes to Financial Statements.
6
<PAGE> 327
TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
UNAUDITED
STATEMENT OF OPERATIONS
Six Months Ended September 30, 1994
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Income dividends from Portfolio.... $700,544
EXPENSES(1)
Distribution expenses
(see Note D)..................... $38,135
Administrative fees................ 23,908
Transfer agent fees................ 19,693
Registration fees.................. 8,765
Audit fees......................... 7,267
Organization costs................. 4,851
Trustees' fees and expenses........ 4,353
Shareholder reports................ 2,577
Miscellaneous...................... 4,222
Less: Expense reimbursement........ (36,066) 77,705
-------- --------
NET INVESTMENT INCOME.............. 622,839
REALIZED AND UNREALIZED LOSS
ON INVESTMENTS
Net realized loss on investments... (227,993)
Net change in unrealized
depreciation of investments...... (262,586)
--------
NET REALIZED AND UNREALIZED LOSS
ON INVESTMENTS................... (490,579)
--------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $132,260
========
<FN>
(1) The Fund, through its ownership of shares of the Adjustable U.S. Government
Fund (the ``Portfolio''), also indirectly incurs the expenses of the
Portfolio. Total Portfolio expenses were $79,081, net of $32,567 in
reimbursed expense.
</TABLE>
See Notes to Financial Statements.
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, MARCH 31,
1994 1994
------------- ----------
<S> <C> <C>
OPERATIONS
Net investment income.............. $ 622,839 $ 1,792,759
Net realized loss on
investments...................... (227,993) (210,326)
Net change in unrealized
depreciation of
investments...................... (262,586) (453,740)
----------- -----------
Increase in net assets
resulting from
operations....................... 132,260 1,128,693
DISTRIBUTIONS TO
SHAREHOLDERS
From net investment
income-
Class A.......................... (423,516) (1,297,489)
Class B.......................... (202,922) (495,495)
In excess of net investment
income-
Class A.......................... (3,320) -
Class B.......................... (10,818) -
----------- -----------
Total distributions to
shareholders..................... (640,576) (1,792,984)
SHARE TRANSACTIONS
Decrease in shares
outstanding...................... (6,428,785) (10,425,306)
----------- -----------
Decrease in net assets............. (6,937,101) (11,089,597)
NET ASSETS
Beginning of period................ 35,936,079 47,025,676
----------- -----------
End of period...................... $28,998,978 $35,936,079
Undistributed Net =========== ===========
Investment Income................ $ 0 $ 3,599
=========== ===========
</TABLE>
See Notes to Financial Statements.
7
<PAGE> 328
TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
FINANCIAL HIGHLIGHTS
UNAUDITED
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES
-------------- --------------
SIX MONTHS PERIOD SIX MONTHS PERIOD
ENDED ENDED ENDED ENDED
SEPTEMBER 30, YEAR ENDED MARCH 31, MARCH 31, SEPTEMBER 30, YEAR ENDED MARCH 31, MARCH 31,
-------------------- --------------------
1994(1) 1994 1993 1992(2) 1994(1) 1994 1993 1992(2)
------------- ------ ------ --------- ------------- ----- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Per share income and
capital changes for a
share outstanding
during each period:
Net asset value,
beginning of period........ $ 9.89 $ 10.05 $ 10.03 $ 10.00 $ 9.89 $ 10.05 $ 10.03 $ 10.00
INCOME FROM
INVESTMENT OPERATIONS
Net investment income........ 0.21 0.41 0.58 0.17 0.17 0.34 0.51 0.15
Net realized and
unrealized gain (loss)
on investments............. (0.16) (0.16) 0.02 0.03 (0.15) (0.16) 0.02 0.03
------- ------- ------- ------- ------- ------- ------- -------
Total from Investment
Operations................... 0.05 0.25 0.60 0.20 0.02 0.18 0.53 0.18
LESS DISTRIBUTIONS
Dividends from net
investment income.......... (0.21) (0.41) (0.58) (0.17) (0.18) (0.34) (0.51) (0.15)
------- ------- ------- ------- ------- ------- ------- -------
Net asset value, end
of period.................. $ 9.73 $ 9.89 $ 10.05 $ 10.03 $ 9.73 $ 9.89 $ 10.05 $ 10.03
======= ======= ======= ======= ======= ======= ======= =======
TOTAL RETURN(3).............. 0.52% 2.51% 6.08% 1.96% 0.19% 1.85% 5.40% 1.80%
======= ======= ======= ======= ======= ======= ======= =======
RATIOS AND
SUPPLEMENTAL DATA
Ratio of expenses to
average net assets(4)...... 0.59% 0.99% 1.05% 1.62% 0.92% 1.64% 1.70% 2.27%
Ratio of expense
reimbursement to
average net assets(4)...... (0.22)% (0.24)% (0.55)% (1.12)% (0.22)% (0.24)% (0.55)% (1.12)%
------- ------- ------- ------- ------- ------- ------- -------
Ratio of net expenses to
average net assets(4)...... 0.37% 0.75% 0.50% 0.50% 0.70% 1.40% 1.15% 1.15%
======= ======= ======= ======= ======= ======= ======= =======
Ratio of net investment
income to average
net assets(5).............. 2.10% 4.09% 5.47% 6.47%(7) 1.77% 3.44% 4.82% 5.85%(7)
Portfolio turnover(6)........ 167% 244% 186% 1% 167% 244% 186% 1%
Net Assets, end of
period (in thousands)...... $17,430 $24,310 $33,273 $13,775 $11,569 $11,626 $13,753 $1,630
<FN>
( 1 ) Financial highlights, including total return, have not been annualized.
( 2 ) Financial highlights are for the period from December 31, 1991 (date of
Fund's initial offering of shares to the public) to March 31, 1992, and
the ratios have been annualized. Total return has not been annualized.
( 3 ) Total return does not include the effect of the initial sales charge for
Class A Shares nor the contingent deferred sales charge for Class B
Shares.
( 4 ) The expenses used in the ratios represent the total expenses of the Fund
plus the expenses of Adjustable U.S. Government Fund (the ``Portfolio'')
which are incurred indirectly by the Fund through the Fund's investment
in the Portfolio. The expenses and expense reimbursement to average net
assets for the Fund alone were 0.24% and (0.12)%, respectively for Class
A Shares and 0.57% and (0.12)%, respectively for Class B Shares for the
six months ended September 30, 1994, 0.40% and (0.15)%, respectively for
Class A Shares and 1.05% and (0.15)%, respectively for Class B Shares for
the fiscal year ended March 31, 1994, 0.43% and (0.43)%, respectively for
Class A Shares and 1.08% and (0.43)%, respectively for Class B Shares for
the fiscal year ended March 31, 1993 and 0.77% and (0.77)%, respectively
(annualized) for Class A Shares and 1.42% and (0.77)%, respectively
(annualized) for Class B Shares for the period ended March 31, 1992.
( 5 ) The ratio for the Portfolio was 2.27% for the six months ended September
30, 1994, 4.29% for the year ended March 31, 1994, 5.53% for the year
ended March 31, 1993 and 6.85%, annualized, for the period ended March
31, 1992.
( 6 ) Portfolio turnover presented above represents the turnover of the
Portfolio.
( 7 ) The ratio of net investment income to average net assets for this period
was computed based on paid shares since only paid shares are entitled to
receive dividends from net investment income.
</TABLE>
See Notes to Financial Statements.
8
<PAGE> 329
TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
September 30, 1994
NOTE A-SIGNIFICANT ACCOUNTING POLICIES
Transamerica Bond Fund (TBF) is a diversified open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, TBF has operated as a series fund, currently
issuing six series of shares. Transamerica Adjustable U.S. Government Trust
(the ``Fund''), a series of TBF, offers two classes of shares to the public.
Class A Shares are subject to an initial sales charge of up to 3.50% and a
12b-1 distribution plan. Class B Shares are subject to a contingent deferred
sales charge and a separate 12b-1 distribution plan. The Fund invests
substantially all of its assets in Adjustable U.S. Government Fund (the
``Portfolio''), another series of TBF having the same investment objective as
the Fund. Because the Fund invests substantially all of it assets in shares of
the Portfolio, certain Portfolio information, including the Fund's share of
Portfolio expenses, is included in these notes and elsewhere in the financial
statements. At September 30, 1994, the Fund owned more than 99.99% of the
shares of the Portfolio. The following is a summary of significant accounting
policies consistently followed by the Fund and the Portfolio.
(1) At present, the Fund's only investment is shares of the Portfolio
which are valued daily at the net asset value of the Portfolio at the close of
trading on the NYSE. The Portfolio values its investment securities, for which
over-the-counter market quotations are readily available, at the last reported
bid price or at quotations provided by market makers. Investment securities for
which market quotations are not readily available are valued at a fair value as
determined in good faith by TBF's Board of Trustees. Short-term investments are
valued at amortized cost (original cost plus amortized discount or accrued
interest.)
(2) Security transactions are accounted for on the trade date.
Realized gains and losses from security transactions are determined on the
basis of identified cost for both financial reporting and federal income tax
purposes. Portfolio interest income is accrued daily and debt discounts are
amortized using the straight-line method. Fund income dividends, on its
investment in the Portfolio, are accrued daily.
(3) Dividends of the Fund and the Portfolio are declared daily and paid
or reinvested at the applicable net asset value monthly. Income and capital
gain distributions are determined in accordance with income tax regulations
which may differ from generally accepted accounting principles.
(4) No provisions for federal income taxes have been made since the
Fund and the Portfolio intend to distribute all taxable income and profits to
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code.
The Fund and the Portfolio have a December 31 tax year end. For federal
income tax purposes, at December 31, 1993, the Fund had an accumulated net
realized capital loss carryforward of $107,000, which will expire in 2001.
(5) Because the interest rate on adjustable rate securities generally
moves in the same direction as market interest, the market value of these
securities tends to be more stable than long-term fixed rate debt securities.
However, the income earned on these securities will fluctuate to a greater
degree, directly impacting net income and dividends available to shareholders.
(6) On a daily basis, income, unrealized and realized gains and losses,
and expenses which are not class specific are allocated to each class based on
their respective relative net assets. Class specific expenses, such as
distribution expenses, are applied to the class to which they are attributed.
NOTE B-MANAGEMENT AND ADMINISTRATIVE
FEES AND OTHER TRANSACTIONS WITH
AFFILIATES
Transamerica Fund Management Company (TFMC) serves as Investment
Adviser to the Portfolio and as Administrator to the Fund.
For Investment Advisory services, the Fund pays TFMC total indirect and
direct fees at an annual rate of 0.50% of the Fund's average daily net assets.
Of this amount, 0.40% represents Investment Advisory fees paid by the Portfolio
and indirectly by the Fund through its investment in the Portfolio. During the
six months ended September 30, 1994, the Portfolio paid or accrued $63,193 for
these services. The remaining 0.10% is for Administrative fees paid directly by
the Fund, which amounted to $15,811 for the six months ended September 30,
1994.
TFMC has voluntarily agreed to waive fees and assume normal operating
expenses through March 31, 1995, such that the aggregate expenses of the Fund
and the Portfolio do not exceed, on an annual basis, 0.75% and 1.40% of the
average net assets of Class A and Class B Shares, respectively. For the six
months ended September 30, 1994, TFMC reimbursed the Fund $36,066 and the
Portfolio $32,567 pursuant to this agreement.
In addition, the Fund and the Portfolio reimburse TFMC pursuant to a
separate Accounting Services and Shareholder Services Agreement for actual
expenses incurred in providing certain accounting and bookkeeping services.
During the
9
<PAGE> 330
TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
Continued
NOTE B (Continued)
six months ended September 30, 1994, the Fund and the Portfolio paid or accrued
$6,929 and $13,283, respectively, to TFMC for these services.
During the six months ended September 30, 1994, Transamerica Fund
Distributors, Inc. (the ``Distributor''), an affiliate of TFMC, as principal
underwriter, retained $2,963 as its portion of the commissions charged on sales
of Class A Shares of the Fund.
The Fund and Portfolio paid no compensation directly to any officer.
Certain officers and a trustee of TBF are affiliated with TFMC.
During the six months ended September 30, 1994, the Fund and the Portfolio
paid legal fees of $1,262 to Baker & Botts. A partner with Baker & Botts is an
officer of TBF.
NOTE C-COST, PURCHASES AND SALES OF
INVESTMENT SECURITIES
During the six months ended September 30, 1994, the Fund purchased and redeemed
Portfolio shares at net asset value aggregating $4,282,819 and $10,697,481,
respectively.
At September 30, 1994, the identified cost of total investments owned is
the same for both financial reporting and federal income tax purposes. At
September 30, 1994, the gross unrealized appreciation and gross unrealized
depreciation of investments in the Portfolio, for federal income tax purposes,
were $2,250 and $573,482, respectively.
NOTE D-PLAN OF DISTRIBUTION
Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund is
authorized under separate distribution plans to finance activities related to
the distribution of its Class A and Class B Shares (the ``Class A Plan'' and the
``Class B Plan,'' respectively). The distribution plans, together with the
initial sales charge on Class A Shares and the contingent deferred sales charge
on Class B Shares, comply with the regulations covering maximum sales charges
assessed by mutual funds distributed through securities dealers that are NASD
members.
The Class A Plan and the Class B Plan permit each class to make payments to
the Distributor up to 0.25% annually of average daily net assets for certain
distribution costs such as service fees paid to dealers, production and
distribution of prospectuses to prospective investors, services provided to new
and existing shareholders and other distribution related activities. During the
six months ended September 30, 1994, Class A and Class B made no payments to the
Distributor related to the above activities.
The Class B Plan also permits Class B to reimburse the Distributor up to
0.65% annually of average daily net assets for costs related to compensation
paid to securities dealers, in place of an initial sales charge to investors, on
the sale of Class B Shares. These costs are based upon a commission payment
charge of 3% of the value of Class B Shares sold (excluding shares acquired
through reinvestment) reduced by the amount of contingent deferred sales charges
(CDSC) that have been received by the Distributor on redemptions of Class B
Shares. These costs also include a charge of interest (carrying charge) at an
annual rate of 1% over the prevailing prime rate to the extent cumulative
commission payment charges, plus any previous carrying charges, less CDSC
received by the Distributor, have not been paid in full by the Fund. For the six
months ended September 30, 1994, Class B reimbursed the Distributor $38,135 or
0.33% for such costs. For the six months ended September 30, 1994, the
Distributor received $22,436 in CDSC. At September 30, 1994, the balance of
unrecovered costs was $327,634.
NOTE E-ORGANIZATION
TBF was organized as a multi-series Massachussetts business trust on November
29, 1984. The Fund and the Portfolio, series of TBF, were authorized by the
Board of Trustees on October 22, 1991. Each series of TBF has an unlimited
number of shares authorized. The Fund and the Portfolio commenced operations on
December 31, 1991.
The organization expenses of the Fund and the Portfolio have been deferred
and are being amortized over a period during which it is expected that a benefit
will be realized, but not longer than five years from the date of commencement
of operations.
10
<PAGE> 331
TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
Continued
NOTE F-SHARE AND RELATED TRANSACTIONS
A summary of share transactions follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 1994 MARCH 31, 1994
------------------ --------------------
SHARES DOLLARS SHARES DOLLARS
------- -------- ------- --------
<S> <C> <C> <C> <C>
Shares sold-Class A................................................ 230,735 $ 2,272,855 2,545,099 $25,521,547
Shares sold-Class B................................................ 169,985 1,667,889 604,333 6,069,244
Shares issued in reinvestment of distributions-Class A............. 27,251 266,880 91,861 920,605
Shares issued in reinvestment of distributions-Class B............. 13,784 134,949 32,414 324,874
Shares redeemed-Class A............................................ (925,729) (9,097,142) (3,489,129) (34,952,816)
Shares redeemed-Class B............................................ (170,526) $(1,674,216) (829,920) (8,308,760)
-------- ----------- ---------- -----------
Net decrease in shares outstanding................................. (654,500) $(6,428,785) (1,045,342) $(10,425,306)
======== =========== ========= ============
</TABLE>
The components of net assets at September 30, 1994, are as follows:
<TABLE>
<S> <C>
Capital paid-in......................................................................................... $30,215,045
Accumulated net realized loss on investments............................................................ (495,269)
Net unrealized depreciation of investments.............................................................. (720,798)
-----------
NET ASSETS.............................................................................................. $28,998,978
===========
</TABLE>
11
<PAGE> 332
ADJUSTABLE U.S. GOVERNMENT FUND
SCHEDULE OF INVESTMENTS
UNAUDITED
September 30, 1994
<TABLE>
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- ------------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT AGENCY
- ----------------------
OBLIGATIONS-88.77%
- ------------------
FEDERAL HOME
LOAN MORTGAGE
CORPORATION-35.51%
9.500% due 12/01/01............... $ 36,478 $ 37,641
11.000% due 01/01/01............... 17,425 18,563
13.000% due 01/01/11............... 47,414 51,563
ARMs-Adjustable Rate
Mortgages
4.875% due 10/01/18............... 163,700 159,863
4.979% due 05/01/17............... 13,626 13,490
5.054% due 02/01/19............... 34,882 33,912
5.375% due 03/01/15............... 39,483 38,546
5.500% due 02/01/18............... 256,197 254,916
5.625% due 05/01/16............... 7,035 7,095
5.672% due 01/01/04............... 596,820 594,582
5.677% due 11/01/22............... 2,452,325 2,463,821
5.756% due 10/01/18............... 334,820 326,032
5.951% due 03/01/19............... 2,336,160 2,396,025
6.250% due 05/01/17............... 541,739 535,306
6.274% due 10/01/19............... 2,580,460 2,596,992
6.375% due 05/01/17............... 54,723 55,134
6.625% due 05/01/17............... 90,693 90,410
6.750% due 08/01/17............... 23,664 23,162
6.875% due 10/01/18............... 60,035 58,985
7.000% due 08/01/17............... 511,564 508,048
----------
TOTAL FEDERAL HOME LOAN
MORTGAGE CORPORATION
(Cost $10,562,481)................. 10,264,086
FEDERAL NATIONAL MORTGAGE
ASSOCIATION-45.79%
ARMs-Adjustable Rate
Mortgages
4.710% due 06/01/19............... 311,770 303,538
4.875% due 12/01/17............... 246,377 241,566
5.350% due 03/01/27............... 41,767 41,735
5.500% due 07/01/18............... 230,509 226,727
5.536% due 02/01/27............... 411,041 412,904
5.625% due 04/01/16............... 582,549 567,804
5.850% with various
maturities to 06/01/14........... 169,334 166,092
5.898% due 04/01/19............... 82,459 82,459
5.928% due 04/01/23............... 5,010,584 5,061,474
6.000% due 05/01/17............... 56,295 54,835
6.250% due 11/01/13............... 153,518 155,005
6.646% due 09/01/18............... 1,742,797 1,763,493
7.000% due 07/01/16............... 47,115 46,453
7.125% due 08/01/18............... 218,576 214,170
7.438% due 07/01/22............... 3,543,321 3,607,544
8.701% due 05/01/17............... 278,587 291,995
----------
TOTAL FEDERAL NATIONAL
MORTGAGE ASSOCIATION
(Cost $13,484,721)................. 13,237,794
GOVERNMENT
NATIONAL MORTGAGE
ASSOCIATION-7.47%
7.000% due 10/20/24............... 416,349 415,959
9.000% due 07/15/01............... 19,091 19,860
10.000% with various
maturities to 06/15/19........... 445,208 475,287
10.500% due 06/15/16............... 47,111 50,498
11.500% with various
maturities to 03/20/18........... 670,255 742,519
12.000% with various
maturities to 07/15/15........... 339,450 381,776
12.500% due 07/15/15............... 67,547 72,571
----------
TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION
(Cost $2,184,380).................. 2,158,470
----------
TOTAL U.S. GOVERNMENT
AGENCY OBLIGATIONS
(Cost $26,231,582)................. 25,660,350
</TABLE>
12
<PAGE> 333
ADJUSTABLE U.S. GOVERNMENT FUND
SCHEDULE OF INVESTMENTS
UNAUDITED
Continued
<TABLE>
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- ------------------------------------------------------------
<S> <C> <C>
SHORT-TERM
- ----------
OBLIGATIONS-9.88%
- -----------------
REPURCHASE
- ----------
AGREEMENT-9.88%
- ---------------
Kidder Peabody 4.920% due
10/03/94 (dated 09/30/94).
Collateralized by
$2,914,140 value, Federal
National Mortgage
Corporation 8.500% due
09/01/23. (Repurchase
proceeds $2,858,171).
(Cost $2,857,390).................. 2,857,000 2,857,390
-----------
TOTAL INVESTMENTS-98.65%
(Cost $29,088,972)................. 28,517,740
CASH AND OTHER ASSETS,
LESS LIABILITIES-1.35%............. 389,356
-----------
NET ASSETS, at value,
equivalent to $9.73 per
share for 2,969,407
shares ($.01 par value)
outstanding-100.00%.............. $28,907,096
===========
</TABLE>
See Notes to Financial Statements.
13
<PAGE> 334
ADJUSTABLE U.S. GOVERNMENT FUND
STATEMENT OF ASSETS AND LIABILITIES
UNAUDITED
<TABLE>
<S> <C> <C>
ASSETS
Investments at value (cost $29,088,972).............................. $28,517,740
Receivable for:
Investments sold................................................... $5,401,029
Interest........................................................... 179,575 5,580,604
----------
Deferred organization expenses....................................... 7,534
-----------
Total Assets....................................................... 34,105,878
LIABILITIES
Payable for:
Investments purchased.............................................. 5,061,024
Dividends.......................................................... 111,945 5,172,969
---------- ----------
Payable to Investment Adviser for:
Management fees.................................................... 6,151
Accounting service fees............................................ 2,212 8,363
----------
Other accrued expenses............................................... 11,061
Other liabilities.................................................... 6,389
-----------
Total Liabilities.................................................. 5,198,782
-----------
NET ASSETS, at value, equivalent to $9.73 per share for
2,969,407 shares ($.01 par value) outstanding...................... $28,907,096
===========
</TABLE>
See Notes to Financial Statements.
14
<PAGE> 335
ADJUSTABLE U.S. GOVERNMENT FUND
STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
UNAUDITED
STATEMENT OF OPERATIONS
Six Months Ended September 30, 1994
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Interest........................... $ 793,265
EXPENSES
Management fees.................... $ 63,193
Accounting service fees............ 18,331
Custodian fees..................... 15,688
Audit and legal fees............... 8,852
Shareholder reports................ 2,169
Organization costs................. 1,674
Miscellaneous...................... 1,741
Less: Expense reimbursement........ (32,567) 79,081
--------- ---------
NET INVESTMENT INCOME............ 714,184
REALIZED AND UNREALIZED LOSS
ON INVESTMENTS
Net realized loss on investments... (391,427)
Net change in unrealized
depreciation of investments...... (121,304)
---------
NET REALIZED AND UNREALIZED LOSS
ON INVESTMENTS................... (512,731)
---------
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................. $ 201,453
=========
</TABLE>
See Notes to Financial Statements.
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, MARCH 31,
1994 1994
------------- -----------
<S> <C> <C>
OPERATIONS
Net investment income.............. $ 714,184 $ 1,973,460
Net realized loss on
investments...................... (391,427) (143,030)
Net change in unrealized
depreciation of
investments...................... (121,304) (492,360)
----------- ------------
Increase in net assets
resulting from
operations....................... 201,453 1,338,070
DISTRIBUTIONS TO
SHAREHOLDERS
From net investment
income........................... (700,540) (1,997,044)
In excess of net investment
income........................... - (4,028)
----------- ------------
Total distributions to
shareholders..................... (700,540) (2,001,072)
SHARE TRANSACTIONS
Decrease in shares
outstanding...................... (6,414,662) (10,389,677)
----------- ------------
Decrease in net assets............. (6,913,749) (11,052,679)
NET ASSETS
Beginning of period................ 35,820,845 46,873,524
----------- ------------
End of period...................... $28,907,096 $ 35,820,845
=========== ============
Undistributed Net
Investment Income................ $ 9,616 $ 0
=========== ============
</TABLE>
See Notes to Financial Statements.
15
<PAGE> 336
ADJUSTABLE U.S. GOVERNMENT FUND
FINANCIAL HIGHLIGHTS
UNAUDITED
<TABLE>
<CAPTION>
SIX MONTHS PERIOD
ENDED YEAR ENDED MARCH 31, ENDED
SEPTEMBER 30, -------------------- MARCH 31,
1994(1) 1994 1993 1992(2)
------------ -------- -------- ---------
<S> <C> <C> <C> <C>
Per share income and capital changes for a share
outstanding during each period:
Net asset value, beginning of period.................... $ 9.89 $ 10.05 $ 10.03 $ 10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income................................... 0.22 0.43 0.58 0.17
Net realized and unrealized gain (loss) on
investments........................................... (0.16) (0.15) 0.02 0.03
------- ------- ------- --------
Total from Investment Operations...................... 0.06 0.28 0.60 0.20
LESS DISTRIBUTIONS
Dividends from net investment income.................... (0.22) (0.44) (0.58) (0.17)
-------- -------- -------- --------
Net asset value, end of period.......................... $ 9.73 $ 9.89 $ 10.05 $ 10.03
======== ======== ======== ========
TOTAL RETURN............................................ 0.69% 2.77% 6.08% 1.96%
======== ======== ======== ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets................. 0.35% 0.59% 0.62% 0.85%
Ratio of expense reimbursement to average net assets.... (0.10)% (0.09)% (0.12)% (0.35)%
-------- -------- -------- --------
Ratio of net expenses to average net assets............. 0.25% 0.50% 0.50% 0.50%
======== ======== ======== ========
Ratio of net investment income to average net assets.... 2.27% 4.29% 5.53% 6.85%(3)
Portfolio turnover...................................... 167% 244% 186% 1%
Net Assets, end of Period (in thousands)................ $ 28,907 $ 35,821 $ 46,874 $ 15,348
<FN>
( 1 ) Financial highlights, including total return, have not been annualized.
( 2 ) Financial highlights are for the period from December 31, 1991 (date of
Portfolio's initial offering of shares to the public) to March 31, 1992,
and the ratios have been annualized. Total return has not been
annualized.
( 3 ) The ratio of net investment income to average net assets for this period
was computed based on paid shares since only paid shares are entitled to
receive dividends from net investment income.
</TABLE>
See Notes to Financial Statements.
16
<PAGE> 337
ADJUSTABLE U.S. GOVERNMENT FUND
NOTES TO FINANCIAL STATEMENTS
September 30, 1994
NOTE A-SIGNIFICANT ACCOUNTING POLICIES
Transamerica Bond Fund (TBF) is a diversified open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, TBF has operated as a series fund, currently
issuing six series of shares. Adjustable U.S. Government Fund (the
``Portfolio'') and Transamerica Adjustable U.S. Government Trust (the ``Fund'')
are both series of TBF. Substantially all of the shares issued by the Portfolio
are held by the Fund. The following is a summary of significant accounting
policies consistently followed by the Portfolio.
(1) Securities for which over-the-counter market quotations are readily
available are valued at the last reported bid price or at quotations provided by
market makers. Securities for which market quotations are not readily available
are valued at a fair value as determined in good faith by TBF's Board of
Trustees. Short-term investments are valued at amortized cost (original cost
plus amortized discount or accrued interest).
(2) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, debt
discounts are amortized using the straight-line method. Realized gains and
losses from security transactions are determined on the basis of identified cost
for both financial reporting and federal income tax purposes.
(3) The Fund may invest in repurchase agreements which are collateralized
by underlying debt securities. The Fund will make payment for such securities
only upon physical delivery or evidence of book entry transfer to the account of
the custodian bank. The seller is required to maintain the value of the
underlying security at not less than the repurchase proceeds due the Fund.
(4) Dividends of the Portfolio are computed daily and reinvested in
Portfolio shares or paid to shareholders monthly. Income and capital gain
distributions are determined in accordance with income tax regulations which may
differ from generally accepted accounting principles.
(5) No provision for federal income taxes has been made since it is the
Portfolio's intention to distribute all of its taxable income and profits to its
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the
Internal Revenue Code.
The Portfolio's tax year end is December 31. For federal income tax purposes, at
December 31, 1993, the Portfolio had an accumulated net realized capital loss
carryforward of approximately $79,000. The loss carryforward will expire as
follows: $56,000 - 2000 and $23,000 - 2001.
(6) The Portfolio reports custodian fees net of credits and charges
resulting from cash positions in the custodial accounts greater than or less
than the amounts required to settle portfolio transactions. For the six months
ended September 30, 1994, these amounts were $3,362 and $7,982, respectively.
(7) With respect to U.S. government and U.S. government agency securities
in which the Portfolio may invest, only U.S. Treasury and Government National
Mortgage Association (GNMA) issues are backed by the full faith and credit of
the U.S. government. All other government issues are backed by the issuing
agencies and their general ability to borrow from the U.S. government.
(8) Because the interest rate on adjustable rate securities generally moves
in the same direction as market interest, the market value of these securities
tends to be more stable than long-term fixed rate debt securities. However, the
income earned on these securities will fluctuate to a greater degree, directly
impacting net income and dividends available to shareholders.
NOTE B-MANAGEMENT FEE AND OTHER
TRANSACTIONS WITH AFFILIATES
The Portfolio's management fee is payable monthly to Transamerica Fund
Management Company (TFMC). The management fee is calculated monthly at an annual
rate of 0.40 of 1% on the average daily net assets of the Portfolio.
TFMC voluntarily agreed to reimburse the Portfolio for all normal operating
expenses in excess of 0.50%, on an annual basis, of the Portfolio's average
daily net assets, through March 31, 1995. For the six months ended Sep- tember
30, 1994, TFMC reimbursed the Portfolio $32,567 pursuant to this agreement.
TFMC also provides certain accounting and bookkeeping services to the
Portfolio pursuant to an accounting services agreement. During the six months
ended September 30, 1994, the Portfolio paid or accrued $13,283 to TFMC for
these services.
The Portfolio paid no compensation directly to any officer. Certain
officers and a trustee of TBF are affiliated with TFMC.
During the six months ended September 30, 1994, the Portfolio paid legal
fees of $631 to Baker & Botts. A partner with Baker & Botts is an officer of
TBF.
17
<PAGE> 338
ADJUSTABLE U.S. GOVERNMENT FUND
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
Continued
NOTE C-COST, PURCHASES AND SALES OF
INVESTMENT SECURITIES
During the six months ended September 30, 1994, purchases and sales of
securities, other than short-term obligations, aggregated $49,680,309 and
$55,812,431, respectively.
At September 30, 1994, the identified cost of total investments owned is
the same for both financial reporting and federal income tax purposes. At
September 30, 1994, the gross unrealized appreciation and gross unrealized
depreciation of investments for federal income tax purposes were $2,250 and
$573,482, respectively.
NOTE D-ORGANIZATION
TBF was organized as a multi-series Massachussetts business trust on
November 29, 1984. The Portfolio, a series of TBF, was authorized by the Board
of Trustees on October 22, 1991. Each series of TBF has an unlimited number of
shares authorized. The Portfolio commenced operations on December 31, 1991.
The organization expenses of the Portfolio have been deferred and are
being amortized over a period during which it is expected that a benefit will be
realized, but not longer than five years from the date of commencement of
operations.
NOTE E-SHARE AND RELATED TRANSACTIONS
A summary of share transactions follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 1994 MARCH 31, 1994
---------------------- ---------------------
SHARES DOLLARS SHARES DOLLARS
------- -------- ------- --------
<S> <C> <C> <C> <C>
Shares sold......................................... 435,266 $ 4,282,819 3,000,982 $ 30,100,940
Shares redeemed..................................... (1,088,473) (10,697,481) (4,043,184) (40,490,617)
---------- ----------- ---------- -----------
Net decrease in shares outstanding.................. (653,207) $(6,414,662) (1,042,202) $(10,389,677)
========== =========== ========== ============
</TABLE>
The components of net assets at September 30, 1994,
are as follows:
<TABLE>
<S> <C>
Capital paid-in................................................................................ $ 30,130,950
Undistributed net investment income............................................................ 9,616
Accumulated net realized loss on investments................................................... (662,238)
Net unrealized depreciation of investments..................................................... (571,232)
------------
NET ASSETS..................................................................................... $ 28,907,096
============
</TABLE>
18
<PAGE> 339
<TABLE>
TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST INVESTMENTS
Transamerica Adjustable U.S. Government Trust (the "Fund") invests
substantially all of its assets in an affiliated investment company,
Adjustable U.S. Government Fund (the "Portfolio"). The investments below are
those owned by the Portfolio. The financial statements of the Portfolio have
been audited by Ernst & Young as set forth in their report included elsewhere
herein. The Fund owned more than 99.99% of the Portfolio at March 31, 1994.
March 31, 1994
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT AND U.S. GOVERNMENT AGENCY OBLIGATIONS - 90.16%
- ---------------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORPORATION - 34.56%
9.500% due 12/01/01 ......................................................... $ 46,447 $ 48,615
11.000% due 01/01/01 ......................................................... 28,401 30,483
13.000% due 01/01/11 ......................................................... 66,362 73,580
ARMs - Adjustable Rate Mortgages
3.567% due 12/01/23 ......................................................... 1,667,208 1,682,318
4.750% due 08/01/17 ......................................................... 25,998 25,925
5.000% due 08/01/17 ......................................................... 558,566 569,039
5.071% due 05/01/17 ......................................................... 15,753 15,911
5.125% with various maturities to 05/01/15 .................................. 349,355 349,891
5.129% due 02/01/19 ......................................................... 39,364 39,020
5.375% with various maturities to 09/01/17 .................................. 1,299,422 1,323,316
5.500% with various maturities to 02/01/18 .................................. 535,413 542,029
5.502% due 01/01/04 ......................................................... 631,692 634,654
5.576% due 10/01/19 ......................................................... 2,800,455 2,881,406
5.587% due 05/01/22 ......................................................... 346,626 344,569
5.625% due 05/01/16 ......................................................... 7,607 7,814
5.632% due 09/01/22 ......................................................... 421,937 425,827
5.650% due 03/01/19 ......................................................... 2,570,851 2,664,045
5.750% due 05/01/17 ......................................................... 92,554 93,856
5.996% due 10/01/18 ......................................................... 512,933 508,686
6.625% due 05/01/17 ......................................................... 55,266 56,924
6.875% due 10/01/18 ......................................................... 60,444 60,482
----------
TOTAL FEDERAL HOME LOAN MORTGAGE CORPORATION
(Cost $12,546,281) ............................................................. 12,378,390
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 29.55%
ARMS - ADJUSTABLE RATE MORTGAGES
3.380% due 11/01/23 ......................................................... 2,057,889 2,054,031
3.418% due 11/01/23 ......................................................... 871,508 870,692
3.483% due 11/01/23 ......................................................... 1,061,133 1,065,113
4.936% due 06/01/19 ......................................................... 441,408 439,271
5.000% with various maturities to 06/01/17 .................................. 905,850 928,707
5.125% due 05/01/17 ......................................................... 58,572 58,042
5.250% due 12/01/17 ......................................................... 261,483 262,015
5.390% due 03/01/27 ......................................................... 41,947 42,911
5.530% due 02/01/27 ......................................................... 414,855 426,589
5.625% with various maturities to 07/01/18 .................................. 856,817 859,755
5.628% due 09/01/18 ......................................................... 1,916,050 1,972,933
5.750% due 07/01/18 ......................................................... 232,457 232,930
5.850% with various maturities to 06/01/14 .................................. 172,026 173,374
6.028% due 04/01/19 ......................................................... 117,269 117,270
6.250% due 11/01/13 ......................................................... 186,178 191,473
6.508% due 12/01/17 ......................................................... 334,603 333,244
6.750% due 08/01/18 ......................................................... 220,171 220,963
8.952% due 05/01/17 ......................................................... 317,833 336,506
----------
TOTAL FEDERAL NATIONAL MORTGAGE ASSOCIATION
(Cost $10,699,420) ............................................................. 10,585,819
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 19.26%
9.000% due 07/15/01 ......................................................... 22,018 23,428
</TABLE>
4
<PAGE> 340
<TABLE>
TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST INVESTMENTS
Continued
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
10.000% with various maturities to 09/15/17 .................................. 561,372 606,564
10.500% due 06/15/16 ......................................................... 47,464 51,410
11.000% with various maturities to 12/15/15 .................................. 1,336,738 1,511,350
11.500% with various maturities to 03/20/18 .................................. 265,029 298,123
12.000% with various maturities to 08/15/15 .................................. 498,906 566,727
12.500% due 07/15/15 ......................................................... 68,212 73,989
ARMs - Adjustable Rate Mortgages
6.500% due 05/20/23 ......................................................... 2,685,999 2,722,932
6.750% due 03/20/16 ......................................................... 1,047,831 1,045,212
-----------
TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
(Cost $7,056,364) .............................................................. 6,899,735
U.S. TREASURY NOTES - 6.79%
4.625% due 02/29/96 ......................................................... 2,000,000 1,981,460
5.375% due 04/30/94 (A) ..................................................... 450,000 450,571
-----------
TOTAL U.S. TREASURY NOTES
(Cost $2,443,838) .............................................................. 2,432,031
-----------
TOTAL U.S. GOVERNMENT AND U.S. GOVERNMENT AGENCY OBLIGATIONS
(Cost $32,745,903) ............................................................. 32,295,975
SHORT-TERM OBLIGATIONS - 9.44%
- --------------------------------
REPURCHASE AGREEMENT - 9.44%
Morgan Stanley 3.600% due 04/04/94 (dated 03/31/94). Collateralized by
$3,450,619 value, Federal Home Loan Mortgage Corporation ARM 5.129%
due 03/01/19. (Repurchase proceeds $3,384,353).
(Cost $3,383,338) .............................................................. 3,383,000 3,383,338
-----------
TOTAL INVESTMENTS - 99.60%
(Cost $36,129,241) ............................................................. 35,679,313
CASH AND OTHER ASSETS, LESS LIABILITIES - 0.40% .............................. 141,532
-----------
NET ASSETS, AT VALUE - 100.00% ................................................ $35,820,845(B)
===========
<FN>
(A) Long-term obligations that will mature in less than one year.
(B) Transamerica Adjustable U.S. Government Trust owned 3,622,603
shares of Adjustable U.S. Government Fund valued at $35,827,542 at
March 31, 1994, representing more than 99.99% of the shares outstanding
at that date.
</TABLE>
See Notes to Financial Statements.
5
<PAGE> 341
<TABLE>
TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
STATEMENT OF ASSETS AND LIABILITIES
March 31, 1994
<S> <C> <C>
ASSETS
Investment in 3,622,603 shares of Adjustable U.S.
Government Fund at value (Note A)
(cost $36,285,754) .............................. $35,827,542
Income dividends receivable ....................... 139,437
Deferred organization expenses .................... 26,660
TOTAL ASSETS ...................................... 35,993,639
-----------
LIABILITIES
Payable for dividends ............................. 38,048
Payable to Investment Adviser for:
Distribution expenses ........................... $6,314
Management fees ................................. 3,115
Administrative fees ............................. 2,027 11,456
------
Other accrued expenses ............................ 8,056
-----------
TOTAL LIABILITIES ................................. 57,560
-----------
NET ASSETS, at value, equivalent to $9.89 per
share for 2,458,376 Class A Shares ($.01
par value) outstanding and $9.89 per share
for 1,175,163 Class B Shares ($.01 par value)
outstanding ..................................... $35,936,079
===========
</TABLE>
See Notes to Financial Statements.
6
<PAGE> 342
TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
STATEMENT OF OPERATIONS
Year Ended March 31, 1994
<S> <C> <C>
INVESTMENT INCOME
Income dividends from Portfolio ................ $2,001,073
EXPENSES (1)
Distribution expenses (see Note D) ............. $ 93,843
Administrative fees ............................ 64,112
Transfer agent fees ............................ 37,299
Registration fees .............................. 31,727
Shareholder reports ............................ 14,230
Trustees' fees and expenses .................... 10,518
Audit and legal fees ........................... 10,190
Organization costs ............................. 9,691
Miscellaneous .................................. 5,659
Less: Expense reimbursement .................... (68,955) 208,314
-------- ----------
NET INVESTMENT INCOME ........................ 1,792,759
REALIZED AND UNREALIZED LOSS ON INVESTMENTS
Net realized loss on investments ............... (210,326)
Net change in unrealized depreciation of
investments ................................... (453,740)
----------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS. (664,066)
----------
INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS ................................... $1,128,693
==========
<FN>
(1) The Fund, through its ownership of shares of the Adjustable
U.S. Government Fund (the "Portfolio"), also indirectly incurs
the expenses of the Portfolio. Total Portfolio expenses were
$230,383, net of $41,770 in reimbursed expense.
</TABLE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------------
1994 1993
------------ ------------
<S> <C> <C>
OPERATIONS
Net investment income ................... $ 1,792,759 $ 1,639,251
Net realized loss on investments ........ (210,326) (57,613)
Net change in unrealized depreciation of
investments ............................ (453,740) 10,046
------------ ------------
Increase in net assets resulting from
operations ............................. 1,128,693 1,591,684
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income -
Class A .............................. (1,297,489) (1,216,419)
Class B .............................. (495,495) (419,774)
------------ ------------
Total distributions to shareholders ..... (1,792,984) (1,636,193)
SHARE TRANSACTIONS
Increase (decrease) in shares
outstanding ........................... (10,425,306) 31,664,705
------------ ------------
Increase (decrease) in net assets ....... (11,089,597) 31,620,196
NET ASSETS
Beginning of year ....................... $ 47,025,676 $ 15,405,480
------------ ------------
End of year ............................. $ 35,936,079 $ 47,025,676
============ ============
Undistributed Net Investment Income ..... $ 3,599 $ 3,058
============ ============
</TABLE>
See Notes to Financial Statements.
7
<PAGE> 343
<TABLE>
TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
FINANCIAL HIGHLIGHTS
<CAPTION>
CLASS A CLASS B
------------------------------- ------------------------------
YEAR ENDED YEAR ENDED
MARCH 31, PERIOD ENDED MARCH 31, PERIOD ENDED
------------------ MARCH 31, ------------------ MARCH 31,
1994 1993 1992(1) 1994 1993 1992(1)
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Per share income and capital changes for a share
outstanding during each period:
Net asset value, beginning of period...................... $ 10.05 $ 10.03 $ 10.00 $ 10.05 $ 10.03 $ 10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income..................................... 0.41 0.58 0.17 0.34 0.51 0.15
Net realized and unrealized gain (loss) on investments.... (0.16) 0.02 0.03 (0.16) 0.02 0.03
------- ------- ------- ------- ------- -------
Total from Investment Operations........................ 0.25 0.60 0.20 0.18 0.53 0.18
LESS DISTRIBUTIONS
Dividends from net investment income...................... (0.41) (0.58) (0.17) (0.34) (0.51) (0.15)
------- ------- ------- ------- ------- -------
Net asset value, end of period............................ $ 9.89 $ 10.05 $ 10.03 $ 9.89 $ 10.05 $ 10.03
======= ======= ======= ======= ======= =======
TOTAL RETURN(2)........................................... 2.51% 6.08% 1.96% 1.85% 5.40% 1.80%
======= ======= ======= ======= ======= =======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets(3)................ 0.99% 1.05% 1.62% 1.64% 1.70% 2.27%
Ratio of expense reimbursement to average net assets(3)... (0.24)% (0.55)% (1.12)% (0.24)% (0.55)% (1.12)%
------- ------- ------- ------- ------- -------
Ratio of net expenses to average net assets(3)............ 0.75% 0.50% 0.50% 1.40% 1.15% 1.15%
======= ======= ======= ======= ======= =======
Ratio of net investment income to average net assets(4)... 4.09% 5.47% 6.47%(6) 3.44% 4.82% 5.85%(6)
Portfolio turnover(5) .................................... 244% 186% 1% 244% 186% 1%
Net Assets, end of period (in thousands).................. $24,310 $33,273 $13,775 $11,626 $13,753 $1,630
<FN>
(1) Financial highlights are for the period from December 31, 1991 (date of Fund's initial offering of shares
to the public) to March 31, 1992, and the ratios have been annualized. Total return has not been annualized.
(2) Total return does not include the effect of the initial sales charge for Class A Shares or the contingent
deferred sales charge for Class B Shares.
(3) The expenses used in the ratios represent the total expenses of the Fund plus the expenses of Adjustable U.S.
Government Fund (the "Portfolio") which are incurred indirectly by the Fund through the Fund's investment in
the Portfolio. For the year ended March 31, 1994, the expenses and expense reimbursement to average net assets for
the Fund alone were 0.40% and (0.15)%, respectively for Class A Shares and 1.05% and (0.15)%, respectively for
Class B Shares. For the fiscal year ended March 31, 1993, the expenses and expense reimbursement to average
net assets for the Fund alone were 0.43% and (0.43)%, respectively for Class A Shares and 1.08% and (0.43)%,
respectively for Class B Shares. For the period ended March 31, 1992, the annualized ratios of expenses
and expense reimbursement to average net assets were 0.77% and (0.77)%, respectively for Class A Shares and
1.42% and (0.77)%, respectively for Class B Shares.
(4) The ratio for the Portfolio was 4.29% for the year ended March 31, 1994, 5.53% for the year ended March 31, 1993
and 6.85%, annualized, for the period ended March 31, 1992.
(5) Portfolio turnover presented above represents the turnover of the Portfolio.
(6) The ratio of net investment income to average net assets for this period was computed based on paid shares since
only paid shares are entitled to receive dividends from net investment income.
</TABLE>
See Notes to Financial Statements.
8
<PAGE> 344
TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
NOTES TO FINANCIAL STATEMENTS
March 31, 1994
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Transamerica Bond Fund (TBF) is a diversified open-end management investment
company registered under the Investment Company Act of 1940, as amended. Since
November 29, 1984, TBF has operated as a series fund, currently issuing six
series of shares. Transamerica Adjustable U.S. Government Trust (the "Fund"),
a series of TBF, offers two classes of shares to the public. Class A Shares
are subject to an initial sales charge of up to 3.50% and a 12b-1 distribution
plan. Class B Shares are subject to a contingent deferred sales charge and a
separate 12b-1 distribution plan. The Fund invests substantially all of its
assets in Adjustable U.S. Government Fund (the "Portfolio"), another series of
TBF having the same investment objective as the Fund. Because the Fund invests
substantially all of its assets in shares of the Portfolio, certain Portfolio
information, including the Fund's share of Portfolio expenses, is included in
these notes and elsewhere in the financial statements. At March 31, 1994, the
Fund owned more than 99.99% of the shares of the Portfolio. The following is a
summary of significant accounting policies consistently followed by the Fund
and the Portfolio.
(1) At present, the Fund's only investment is shares of the Portfolio
which are valued daily at the net asset value of the Portfolio at the close of
trading on the NYSE. The Portfolio values its investment securities, for which
over-the-counter market quotations are readily available, at the last reported
bid price or at quotations provided by market makers. Investment securities for
which market quotations are not readily available are valued at a fair value as
determined in good faith by TBF's Board of Trustees. Short-term investments are
valued at amortized cost (original cost plus amortized discount or accrued
interest.)
(2) Security transactions are accounted for on the trade date. Realized
gains and losses from security transactions are determined on the basis of
identified cost for both financial reporting and federal income tax purposes.
Portfolio interest income is accrued daily and debt discounts are amortized
using the straight-line method. Fund income dividends, on its investment in the
Portfolio, are accrued daily.
(3) Dividends of the Fund and the Portfolio are declared daily and paid
or reinvested at the applicable net asset value monthly.
Effective April 1, 1993, the Fund adopted Statement of Position 93-2,
"Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gains, and Return of Capital Distributions by Investment Companies." As
a result of this statement, the Fund changed the classification of
distributions to shareholders to better disclose the differences between
financial statement amounts and distributions determined and reported in
accordance with income tax regulations. Accordingly, the Fund reclassified $766
between undistributed net investment income and additional paid-in capital. Net
investment income, net realized losses, and net assets were not affected by
this change.
(4) No provisions for federal income taxes have been made since the
Fund and the Portfolio intend to distribute all taxable income and profits to
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code.
The Fund and the Portfolio have a December 31 tax year end. For federal
income tax purposes, at December 31, 1993, the Fund had an accumulated net
realized capital loss carry forward of $107,000, which will expire in 2001.
(5) Because the interest rate on adjustable rate securities generally
moves in the same direction as market interest, the market value of these
securities tends to be more stable than long-term fixed rate debt securities.
However, the income earned on these securities will fluctuate to a greater
degree, directly impacting net income and dividends available to shareholders.
(6) On a daily basis, income, unrealized and realized gains and losses,
and expenses which are not class specific are allocated to each class based on
their respective relative net assets. Class specific expenses, such as
distribution expenses, are applied to the class to which they are attributed.
NOTE B - MANAGEMENT AND ADMINISTRATIVE FEES AND
OTHER TRANSACTIONS WITH AFFILIATES
Transamerica Fund Management Company (TFMC) serves as Investment Adviser to the
Portfolio and as Administrator to the Fund. For these services, the Fund pays
TFMC total indirect and direct fees at an annual rate of 0.50% of the Fund's
average daily net assets. Of this amount, 0.40% represents Investment Advisory
fees paid by the Portfolio and indirectly by the Fund through its investment
in the Portfolio. During the year ended March 31, 1994, the Portfolio paid or
accrued $184,072 for these services. The remaining 0.10% is for Administrative
fees paid directly by the Fund, which amounted to $46,091 for the year ended
March 31, 1994.
TFMC has voluntarily agreed to waive fees and assume normal operating
expenses through June 30, 1994, such that the aggregate expenses of the Fund
and the Portfolio do not exceed, on an annual basis, 0.75% and 1.40% of the
average net assets of Class A and Class B Shares, respectively. For the year
ended March 31, 1994, TFMC reimbursed the Fund $68,955 and the Portfolio
$41,770 pursuant to this agreement.
9
<PAGE> 345
TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
NOTES TO FINANCIAL STATEMENTS
Continued
NOTE B (Continued)
In addition, the Fund and the Portfolio reimburse TFMC pursuant to a
separate Accounting Services and Shareholder Services Agreement for actual
expenses incurred in providing certain accounting and bookkeeping services.
During the year ended March 31, 1994, the Fund and the Portfolio paid or
accrued $14,730 and $26,722, respectively, to TFMC for these services.
During the year ended March 31, 1994, Transamerica Fund Distributors,
Inc. (the "Distributor"), an affiliate of TFMC, as principal underwriter,
retained $7,455 as its portion of the commissions charged on sales of Class A
Shares of the Fund.
The Fund and Portfolio paid no compensation directly to any officer.
Certain officers and a trustee of TBF are affiliated with TFMC.
During the year ended March 31, 1994, the Fund and the Porfolio paid
legal fees of $3,218 to Baker & Botts. A partner with Baker & Botts is an
officer of TBF.
NOTE C - COST, PURCHASES AND SALES OF INVESTMENT SECURITIES
During the year ended March 31, 1994, the Fund purchased and redeemed
Portfolio shares at net asset value aggregating $30,100,940 and $40,490,617,
respectively.
At March 31, 1994, the identified cost of total investments owned is
the same for both financial reporting and federal income tax purposes. At March
31, 1994, the gross unrealized appreciation and gross unrealized depreciation
of investments in the Portfolio, for federal income tax purposes, were $27,262
and $477,190, respectively.
NOTE D - PLAN OF DISTRIBUTION
Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund is
authorized under separate distribution plans to finance activities related
to the distribution of its Class A and Class B Shares (the "Class A Plan" and
the "Class B Plan," respectively). The distribution plans, together with the
initial sales charge on Class A Shares and the contingent deferred sales charge
on Class B Shares, comply with the regulations covering maximum sales charges
assessed by mutual funds distributed through securities dealers that are NASD
members.
The Class A Plan and the Class B Plan permit each class to make
payments to the Distributor up to 0.25% annually of average daily net assets
for certain distribution costs such as service fees paid to dealers, production
and distribution of prospectuses to prospective investors, services provided to
new and existing shareholders and other distribution related activities. During
the year ended March 31, 1994, Class A and Class B made no payments to the
Distributor related to the above activities.
The Class B Plan also permits Class B to reimburse the Distributor up
to 0.65% annually of average daily net assets for costs related to compensation
paid to securities dealers, in place of an initial sales charge to investors,
on the sale of Class B Shares. These costs are based upon a commission payment
charge of 3% of the value of Class B Shares sold (excluding shares acquired
through reinvestment) reduced by the amount of contingent deferred sales
charges (CDSC) that have been received by the Distributor on redemptions of
Class B Shares. These costs also include a charge of interest (carrying charge)
at an annual rate of 1% over the prevailing prime rate to the extent cumulative
commission payment charges, plus any previous carrying charges, less CDSC
received by the Distributor, have not been paid in full by the Fund. For the
year ended March 31, 1994, Class B reimbursed the Distributor $93,843 or 0.65%
for such costs. For the year ended March 31, 1994, the Distributor received
$53,744 in CDSC. At March 31, 1994, the balance of unrecovered costs was
$349,445.
NOTE E - ORGANIZATION
TBF was organized as a multi-series Massachussetts business trust on
November 29, 1984. The Fund and the Portfolio, series of TBF, were authorized
by the Board of Trustees on October 22, 1991. Each series of TBF has an
unlimited number of shares authorized. The Fund and the Portfolio commenced
operations on December 31, 1991.
The organization expenses of the Fund and the Portfolio have been
deferred and are being amortized over a period during which it is expected that
a benefit will be realized, but not longer than five years from the date of
commencement of operations.
10
<PAGE> 346
TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
NOTES TO FINANCIAL STATEMENTS
Continued
<TABLE>
NOTE F - SHARE AND RELATED TRANSACTIONS
A summary of share transactions follows:
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------------------------------------
1994 1993
------------------------- -------------------------
SHARES DOLLARS SHARES DOLLARS
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Shares sold - Class A ........................................ 2,545,099 $ 25,521,547 4,427,751 $ 44,653,294
Shares sold - Class B ........................................ 604,333 6,069,244 1,335,818 13,481,714
Shares issued in reinvestment of distributions - Class A ..... 91,861 920,605 80,749 813,913
Shares issued in reinvestment of distributions - Class B ..... 32,414 324,874 27,564 277,643
Shares redeemed - Class A .................................... (3,489,129) (34,952,816) (2,571,363) (25,974,711)
Shares redeemed - Class B .................................... (829,920) (8,308,760) (157,623) (1,587,148)
---------- ------------ ---------- ------------
Net increase (decrease) in shares outstanding ................ (1,045,342) $(10,425,306) 3,142,896 $ 31,664,705
========== ============ ========== ============
<FN>
The components of net assets at March 31, 1994, are as follows:
Capital paid-in ........................................................................................ $ 36,657,968
Undistributed net investment income .................................................................... 3,599
Accumulated net realized loss on investments ........................................................... (267,276)
Net unrealized depreciation of investments ............................................................. (458,212)
------------
NET ASSETS ............................................................................................. $ 35,936,079
============
</TABLE>
11
<PAGE> 347
TRANSAMERICA ADJUSTABLE U.S. GOVERNMENT TRUST
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Trustees
Transamerica Adjustable U.S. Government Trust,
a series of Transamerica Bond Fund
We have audited the accompanying statement of assets and liabilities of
Transamerica Adjustable U.S. Government Trust, a series of Transamerica Bond
Fund, as of March 31, 1994, and the related statement of operations for the
year then ended, the statements of changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of the
periods indicated therein. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
March 31, 1994, by correspondence with the transfer agent. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Transamerica Adjustable U.S. Government Trust, a series of
Transamerica Bond Fund, at March 31, 1994, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the indicated
periods, in conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG
Houston, Texas
April 29, 1994
12
<PAGE> 348
<TABLE>
ADJUSTABLE U.S. GOVERNMENT FUND
SCHEDULE OF INVESTMENTS
<CAPTION>
March 31, 1994
FACE
ISSUER AMOUNT VALUE
- --------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT AND
- -------------------
U.S. GOVERNMENT AGENCY
- ----------------------
OBLIGATIONS - 90.16%
- ----------------------
FEDERAL HOME
LOAN MORTGAGE
CORPORATION - 34.56%
9.500% due 12/01/01 $ 46,447 $ 48,615
11.000% due 01/01/01 28,401 30,483
13.000% due 01/01/11 66,362 73,580
ARMs - Adjustable Rate
Mortgages
3.567% due 12/01/23 1,667,208 1,682,318
4.750% due 08/01/17 25,998 25,925
5.000% due 08/01/17 558,566 569,039
5.071% due 05/01/17 15,753 15,911
5.125% with various
maturities to 05/01/15 349,355 349,891
5.129% due 02/01/19 39,364 39,020
5.375% with various
maturities to 09/01/17 1,299,422 1,323,316
5.500% with various
maturities to 02/01/18 535,413 542,029
5.502% due 01/01/04 631,692 634,654
5.576% due 10/01/19 2,800,455 2,881,406
5.587% due 05/01/22 346,626 344,569
5.625% due 05/01/16 7,607 7,814
5.632% due 09/01/22 421,937 425,827
5.650% due 03/01/19 2,570,851 2,664,045
5.750% due 05/01/17 92,554 93,856
5.996% due 10/01/18 512,933 508,686
6.625% due 05/01/17 55,266 56,924
6.875% due 10/01/18 60,444 60,482
----------
TOTAL FEDERAL HOME
LOAN MORTGAGE CORPORATION
(Cost $12,546,281) 12,378,390
FEDERAL NATIONAL MORTGAGE
ASSOCIATION - 29.55%
ARMs - Adjustable Rate
Mortgages
3.380% due 11/01/23 2,057,889 2,054,031
3.418% due 11/01/23 871,508 870,692
3.483% due 11/01/23 1,061,133 1,065,113
4.936% due 06/01/19 441,408 439,271
5.000% with various
maturities to 06/01/17 905,850 928,707
5.125% due 05/01/17 58,572 58,042
5.250% due 12/01/17 261,483 262,015
5.390% due 03/01/27 41,947 42,911
5.530% due 02/01/27 414,855 426,589
5.625% with various
maturities to 07/01/18 856,817 859,755
5.628% due 09/01/18 1,916,050 1,972,933
5.750% due 07/01/18 232,457 232,930
5.850% with various
maturities to 06/01/14 172,026 173,374
6.028% due 04/01/19 117,269 117,270
6.250% due 11/01/13 186,178 191,473
6.508% due 12/01/17 334,603 333,244
6.750% due 08/01/18 220,171 220,963
8.952% due 05/01/17 317,833 336,506
----------
TOTAL FEDERAL NATIONAL
MORTGAGE ASSOCIATION
(Cost $10,699,420) 10,585,819
</TABLE>
13
<PAGE> 349
<TABLE>
ADJUSTABLE U.S. GOVERNMENT FUND
SCHEDULE OF INVESTMENTS
Continued
<CAPTION>
March 31, 1994
FACE
ISSUER AMOUNT VALUE
- --------------------------------------------------------
<S> <C> <C>
GOVERNMENT
NATIONAL MORTGAGE
ASSOCIATION - 19.26%
9.000% due 07/15/01 $ 22,018 $ 23,428
10.000% with various
maturities to 09/15/17 561,372 606,564
10.500% due 06/15/16 47,464 51,410
11.000% with various
maturities to 12/15/15 1,336,738 1,511,350
11.500% with various
maturities to 03/20/18 265,029 298,123
12.000% with various
maturities to 08/15/15 498,906 566,727
12.500% due 07/15/15 68,212 73,989
ARMs - Adjustable Rate
Mortgages
6.500% due 05/20/23 2,685,999 2,722,932
6.750% due 03/20/16 1,047,831 1,045,212
-----------
TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION
(Cost $7,056,364) 6,899,735
U.S. TREASURY NOTES - 6.79%
4.625% due 02/29/96 2,000,000 1,981,460
5.375% due 04/30/94 (A) 450,000 450,571
-----------
TOTAL U.S. TREASURY NOTES
(Cost $2,443,838) 2,432,031
-----------
TOTAL U.S. GOVERNMENT AND
U.S. GOVERNMENT AGENCY
OBLIGATIONS
(Cost $32,745,903) 32,295,975
SHORT-TERM
- ----------
OBLIGATIONS - 9.44%
- ---------------------
REPURCHASE
AGREEMENT - 9.44%
Morgan Stanley 3.600% due
04/04/94 (dated 03/31/94).
Collateralized by
$3,450,619 value, Federal
Home Loan Mortgage
Corporation ARM 5.129%
due 03/01/19. (Repurchase
proceeds $3,384,353).
(Cost $3,383,338) 3,383,000 3,383,338
-----------
TOTAL INVESTMENTS - 99.60%
(Cost $36,129,241) 35,679,313
CASH AND OTHER ASSETS,
LESS LIABILITIES - 0.40% 141,532
-----------
NET ASSETS, at value,
equivalent to $9.89 per
share for 3,622,614 shares
($.01 par value)
outstanding - 100.00% $35,820,845
===========
<FN>
(A) Long-term obligations that will mature in less than one year.
</TABLE>
See Notes to Financial Statements.
14
<PAGE> 350
ADJUSTABLE U.S. GOVERNMENT FUND
STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
STATEMENT OF OPERATIONS
Year Ended March 31, 1994
<S> <C> <C>
INVESTMENT INCOME
Interest $2,203,843
EXPENSES
Management fees $ 184,072
Accounting service fees 38,012
Custodian fees 25,598
Audit and legal fees 9,882
Shareholder reports 5,045
Registration fees 4,041
Organization costs 3,348
Miscellaneous 2,155
Less: Expense reimbursement (41,770) 230,383
--------- ----------
NET INVESTMENT INCOME 1,973,460
REALIZED AND UNREALIZED
LOSS ON INVESTMENTS
Net realized loss on investments (143,030)
Net change in unrealized
depreciation of investments (492,360)
----------
NET REALIZED AND UNREALIZED
LOSS ON INVESTMENTS (635,390)
INCREASE IN NET ASSETS RESULTING ----------
FROM OPERATIONS $1,338,070
==========
</TABLE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
Year Ended March 31,
---------------------------
1994 1993
------------ ------------
<S> <C> <C>
OPERATIONS
Net investment income $ 1,973,460 $ 1,709,069
Net realized loss on
investments (143,030) (127,631)
Net change in unrealized
appreciation
(depreciation) of
investments (492,360) 55,035
----------- -----------
Increase in net assets
resulting from
operations 1,338,070 1,636,473
DISTRIBUTIONS TO
SHAREHOLDERS
From net investment
income (1,997,044) (1,697,210)
In excess of net investment income (4,028) -
----------- -----------
Total distributions to shareholders (2,001,072) (1,697,210)
SHARE TRANSACTIONS
Increase (decrease) in
shares outstanding (10,389,677) 31,586,268
----------- -----------
Increase (decrease) in net assets (11,052,679) 31,525,531
NET ASSETS
Beginning of year 46,873,524 15,347,993
----------- -----------
End of year $35,820,845 $46,873,524
=========== ===========
Undistributed Net Investment Income $ 0 $ 16,053
=========== ===========
</TABLE>
See Notes to Financial Statements.
15
<PAGE> 351
<TABLE>
ADJUSTABLE U.S. GOVERNMENT FUND
STATEMENT OF ASSETS AND LIABILITIES
March 31, 1994
<S> <C> <C>
ASSETS
Investments at value (cost $36,129,241) $35,679,313
Receivable for:
Investments sold $ 5,119,896
Interest 222,657
Paydowns 95,502 5,438,055
-----------
Deferred organization expenses 9,208
-----------
Total Assets 41,126,576
LIABILITIES
Payable for:
Investments purchased 5,130,052
Dividends 139,427 5,269,479
-----------
Payable to Investment Adviser for:
Management fees 7,961
Accounting service fees 2,218 10,179
-----------
Other accrued expenses 19,070
Other liabilities 7,003
-----------
Total Liabilities 5,305,731
-----------
NET ASSETS, at value, equivalent to $9.89 per share for 3,622,614 shares
($.01 par value) outstanding $35,820,845
===========
</TABLE>
See Notes to Financial Statements.
16
<PAGE> 352
<PAGE>
<TABLE>
ADJUSTABLE U.S. GOVERNMENT FUND
FINANCIAL HIGHLIGHTS
<CAPTION>
Year Ended March 31, Period Ended
------------------------- March 31,
1994 1993 1992 (1)
----------- ---------- -----------
<S> <C> <C> <C>
Per share income and capital changes for a share outstanding during each period:
Net asset value, beginning of period 10.05 10.03 10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.43 0.58 0.17
Net realized and unrealized gain (loss) on investments (0.15) 0.02 0.03
------- ------- -------
Total from Investment Operations 0.28 0.60 0.20
LESS DISTRIBUTIONS
Dividends from net investment income (0.44) (0.58) (0.17)
------- ------- -------
Net asset value, end of period 9.89 10.05 10.03
======= ======= =======
TOTAL RETURN 2.77% 6.08% 1.96%
======= ======= =======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets 0.59% 0.62% 0.85%
Ratio of expense reimbursement to average net assets (0.09)% (0.12)% (0.35)%
------- ------- -------
Ratio of net expenses to average net assets 0.50% 0.50% 0.50%
======= ======= =======
Ratio of net investment income to average net assets 4.29% 5.53% 6.85% (2)
Portfolio turnover 244% 186% 1%
Net Assets, end of period (in thousands) $35,821 $46,874 $15,348
<FN>
(1) Financial highlights are for the period from December 31, 1991 (date of Portfolio's initial offering of shares to the public)
to March 31, 1992, and the ratios have been annualized. Total return has not been annualized.
(2) The ratio of net investment income to average net assets for this period was computed based on paid shares since only paid
shares are entitled to receive dividends from net investment income.
</TABLE>
See Notes to Financial Statements.
17
<PAGE> 353
ADJUSTABLE U.S. GOVERNMENT FUND
NOTES TO FINANCIAL STATEMENTS
March 31, 1994
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Transamerica Bond Fund (TBF) is a diversified open-end management investment
company registered under the Investment Company Act of 1940, as amended. Since
November 29, 1984, TBF has operated as a series fund, currently issuing six
series of shares. Adjustable U.S. Government Fund (the "Portfolio") and
Transamerica Adjustable U.S. Government Trust (the "Fund") are both series of
TBF. Substantially all of the shares issued by the Portfolio are held by the
Fund. The following is a summary of significant accounting policies
consistently followed by the Portfolio.
(1) Securities for which over-the-counter market quotations are readily
available are valued at the last reported bid price or at quotations provided
by market makers. Securities for which market quotations are not readily
available are valued at a fair value as determined in good faith by TBF's Board
of Trustees. Short-term investments are valued at amortized cost (original cost
plus amortized discount or accrued interest).
(2) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, debt
discounts are amortized using the straight-line method. Realized gains and
losses from security transactions are determined on the basis of identified
cost for both financial reporting and federal income tax purposes.
(3) The Fund may invest in repurchase agreements which are
collateralized by underlying debt securities. The Fund will make payment for
such securities only upon physical delivery or evidence of book entry transfer
to the account of the custodian bank. The seller is required to maintain the
value of the underlying security at not less than the repurchase proceeds due
the Fund.
(4) Dividends of the Portfolio are computed daily and reinvested in
Portfolio shares or paid to shareholders monthly.
Effective April 1, 1993, the Fund adopted Statement of Position 93-2,
"Determination, Disclosure and Financial Statement Presentation of Income,
Capital Gains, and Return of Capital Distributions by Investment Companies."
As a result of this statement, the Fund changed the classification of
distributions to shareholders to better disclose the difference between
financial statement amounts and distributions determined and reported in
accordance with income tax regulations. Accordingly, the Fund reclassified
$7,531 between undistributed net investment income and additional paid-in
capital. Net investment income, net realized losses, and net assets were not
affected by this change.
(5) No provision for federal income taxes has been made since it is the
Portfolio's intention to distribute all of its taxable income and profits to
its shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code.
The Portfolio's tax year end is December 31. For federal income tax
purposes, at December 31, 1993, the Portfolio had an accumulated net realized
capital loss carryforward of approximately $79,000. The loss carryforward will
expire as follows: $56,000 - 2000 and $23,000 - 2001.
(6) The Portfolio reports custodian fees net of credits and charges
resulting from cash positions in the custodial accounts greater than or less
than the amounts required to settle portfolio transactions. For the year ended
March 31, 1994, these amounts were $4,086 and $1,868, respectively.
(7) With respect to U.S. government and U.S. government agency
securities in which the Portfolio may invest, only U.S. Treasury and Government
National Mortgage Association (GNMA) issues are backed by the full faith and
credit of the U.S. government. All other government issues are backed by the
issuing agencies and their general ability to borrow from the U.S. government.
(8) Because the interest rate on adjustable rate securities generally
moves in the same direction as market interest, the market value of these
securities tends to be more stable than long-term fixed rate debt securities.
However, the income earned on these securities will fluctuate to a greater
degree, directly impacting net income and dividends available to shareholders.
NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Portfolio's management fee is payable monthly to Transamerica Fund
Management Company (TFMC). The management fee is calculated monthly at an
annual rate of 0.40% on the average daily net assets of the Portfolio.
TFMC voluntarily agreed to reimburse the Portfolio for all normal
operating expenses in excess of 0.50%, on an annual basis, of the Portfolio's
average daily net assets, through June 30, 1994. For the year ended March 31,
1994, TFMC reimbursed the Portfolio $41,770 pursuant to this agreement.
TFMC also provides certain accounting and bookkeeping services to the
Portfolio pursuant to an accounting services agreement. During the year ended
March 31, 1994, the Portfolio paid or accrued $26,722 to TFMC for these
services.
18
<PAGE> 354
ADJUSTABLE U.S. GOVERNMENT FUND
NOTES TO FINANCIAL STATEMENTS
Continued
NOTE B (Continued)
The Portfolio paid no compensation directly to any officer. Certain
officers and a trustee of TBF are affiliated with TFMC.
During the year ended March 31, 1994, the Portfolio paid legal fees of
$1,609 to Baker & Botts. A partner with Baker & Botts is an officer of TBF.
NOTE C - COST, PURCHASES AND SALES OF INVESTMENT SECURITIES
During the year ended March 31, 1994, purchases and sales of
securities, other than short-term obligations, aggregated $105,996,970 and
$115,956,092, respectively.
At March 31, 1994, the identified cost of total investments owned is
the same for both financial reporting and federal income tax purposes. At March
31, 1994, the gross unrealized appreciation and gross unrealized depreciation
of investments for federal income tax purposes were $27,262 and $477,190,
respectively.
NOTE D - ORGANIZATION
TBF was organized as a multi-series Massachussetts business trust on
November 29, 1984. The Portfolio, a series of TBF, was authorized by the Board
of Trustees on October 22, 1991. Each series of TBF has an unlimited number of
shares authorized. The Portfolio commenced operations on December 31, 1991.
The organization expenses of the Portfolio have been deferred and are
being amortized over a period during which it is expected that a benefit will
be realized, but not longer than five years from the date of commencement of
operations.
<TABLE>
NOTE E - SHARE AND RELATED TRANSACTIONS
A summary of share transactions follows:
<CAPTION>
Year Ended March 31,
------------------------------------------------------------
1994 1993
--------------------------- ---------------------------
Shares Dollars Shares Dollars
---------- ------------ ---------- -----------
<S> <C> <C> <C> <C>
Shares sold 3,000,982 $ 30,100,940 5,421,630 54,683,497
Shares redeemed (4,043,184) (40,490,617) (2,286,458) (23,097,229)
---------- ------------ ---------- -----------
Net increase (decrease) in shares outstanding (1,042,202) $(10,389,677) 3,135,172 $31,586,268
========== ============ ========== ===========
The components of net assets at March 31, 1994, are as follows:
Capital paid-in 36,541,584
Accumulated net realized loss on investments (270,811)
Net unrealized depreciation of investments (449,928)
-----------
NET ASSETS $35,820,845
===========
</TABLE>
19
<PAGE> 355
ADJUSTABLE U.S. GOVERNMENT FUND
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Trustees
Adjustable U.S. Government Fund,
a series of Transamerica Bond Fund
We have audited the accompanying statement of assets and liabilities of
Adjustable U.S. Government Fund, a series of Transamerica Bond Fund, including
the schedule of investments, as of March 31, 1994, and the related statement of
operations for the year then ended, the statements of changes in net assets
for each of the two years in the period then ended, and the financial
highlights for each of the periods indicated therein. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
March 31, 1994, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Adjustable U.S. Government Fund, a series of Transamerica Bond
Fund, at March 31, 1994, the results of its operations for the year then ended,
the changes in its net assets for each of the two years in the period then
ended,and the financial highlights for each of the indicated periods, in
conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG
Houston, Texas
April 29, 1994
20
<PAGE> 356
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Trustees
Adjustable U.S. Government Fund,
a series of John Hancock Bond Fund
We have audited the accompanying statement of assets and liabilities of
Adjustable U.S. Government Fund, a series of John Hancock Bond Fund, formerly
Transamerica Bond Fund, including the schedule of investments, as of March 31,
1994, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the periods indicated
therein. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of March 31, 1994, by correspondence with the custodian and brokers.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Adjustable U.S. Government Fund, a series of John Hancock Bond Fund, at March
31, 1994, the results of its operations for the year then ended, and the
financial highlights for each of the indicated periods, in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
<PAGE> 357
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Trustees
John Hancock Government Income Trust,
a series of John Hancock Bond Fund
We have audited the accompanying statement of assets and liabilities of John
Hancock Government Income Trust, formerly Transamerica Government Income Trust,
a series of John Hancock Bond Fund, formerly Transamerica Bond Fund, including
the schedule of investments, as of March 31, 1994, and the related statement of
operations for the year then ended, the statements of changes in net assets for
each of the two years in the period then ended, and the financial highlights
for each of the periods indicated therein. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of March 31, 1994, by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of John
Hancock Government Income Trust, a series of John Hancock Bond Fund at March
31, 1994, the results of its operations for the year then ended, the changes in
its net assets for each of the two years in the period then ended, and the
financial highlights for each of the indicated periods, in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
<PAGE> 358
JOHN HANCOCK U.S. GOVERNMENT TRUST
JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST
CLASS A AND CLASS B SHARES
STATEMENT OF ADDITIONAL INFORMATION
MAY 15, 1995
This Statement of Additional Information ("SAI") provides
information about John Hancock U.S. Government Trust ("U.S. Government
Fund") and John Hancock Intermediate Government Trust ("Intermediate
Government Fund"; each of U.S. Government Fund and Intermediate
Government Fund, a "Fund" and collectively, the "Funds"), each a
series of John Hancock Bond Fund (the "Trust"), in addition to the
information that is contained in the Funds' Prospectuses, each dated
May 15, 1995.
This SAI is not a prospectus. It should be read in conjunction
with each Fund's Prospectus, copies of which can be obtained free of
charge by writing or telephoning:
John Hancock Investor Services Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
1-800-225-5291
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Cross- Cross-
Referenced Referenced to
Statement of to U.S. Gov- Intermediate
Additional ernment Fund Government
Information Prospectus Fund Prospectus
Page Page Page
----------- ----------- ---------------
<S> <C> <C> <C>
Organization of the Trust............... 2 8 7
Investment Objectives and Policies...... 2 4 4
Certain Investment Practices............ 3 4 4
Investment Restrictions................. 10 4 4
Those Responsible for Management........ 12 8 7
Investment Advisory and Other Services . 20 8 7
Distribution Contracts.................. 23 9 8
Net Asset Value......................... 25 15 14
Initial Sales Charge on Class A Shares.. 26 9 8
Deferred Sales Charge on Class B Shares. 27 9 8
Special Redemptions..................... 27 9 8
Additional Services and Programs........ 28 22 22
Description of the Trust's Shares....... 29 8 7
Tax Status.............................. 31 11 11
Calculation of Performance.............. 33 12 12
Brokerage Allocation.................... 37 N/A N/A
Transfer Agent Services................. 39 Back Cover Back Cover
Custody of Portfolio.................... 39 Back Cover Back Cover
Independent Auditors.................... 40 Back Cover Back Cover
Financial Statements.................... F-1 3 3
</TABLE>
<PAGE> 359
ORGANIZATION OF THE TRUST
The Trust is an open-end management investment company organized
as a Massachusetts business trust under a Declaration of Trust dated
December 12, 1984. The Trust currently has six series, including the
Funds. Prior to December 22, 1994, the Trust was called Transamerica
Bond Fund and the Funds were called Transamerica U.S. Government Trust
and Transamerica Intermediate Government Trust.
The Fund is managed by John Hancock Advisers, Inc. (the
"Adviser"), a wholly-owned indirect subsidiary of John Hancock Mutual
Life Insurance Company (the "Life Company"), chartered in 1862 with
national headquarters at John Hancock Place, Boston, Massachusetts.
John Hancock Funds, Inc. ("John Hancock Funds") acts as principal
distributor of the shares of the Fund.
INVESTMENT OBJECTIVE AND POLICIES
JOHN HANCOCK U.S. GOVERNMENT TRUST: The investment objective of
U.S. Government Fund is to earn a high level of current income
consistent with safety of principal by investing in debt obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, including certificates of the Government National
Mortgage Association and U.S. Treasury obligations. In order to hedge
against changes in interest rates, U.S. Government Fund may purchase
put and call options and sell interest rate futures contracts and call
options on such contracts. Investments of U.S. Government Fund are
limited to those which a federally chartered savings and loan
association may, without limitation as to percentage of assets, invest
in, sell, redeem, hold or otherwise deal with.
JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST: The investment
objective of Intermediate Government Fund is to earn a high level of
current income, consistent with the preservation of capital and
maintenance of liquidity. Intermediate Government Fund invests in
debt obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities ("U.S. Government Securities") having an
average dollar weighted maturity of between one and ten years.
Mortgages backing the securities purchased by the Funds include
not only conventional 30-year fixed rate mortgages but also graduated
payment mortgages and 15-year mortgages. All of these mortgages can
be used to create pass through securities.
GNMA CERTIFICATES. Certificates of the Government National
Mortgage Association ("GNMA") are mortgage-backed securities, which
evidence an undivided interest in a pool of mortgage loans. GNMA
Certificates differ from bonds in that principal is paid back monthly
by the borrower over the term of the loan rather than returned in a
lump sum at maturity. GNMA Certificates entitle the holder to receive
a share of all interest and principal prepayments paid and owed on the
mortgage pool, net of fees paid to the "issuer" and GNMA, regardless
of whether or not the mortgagor actually makes the payment. The
National Housing Act authorizes GNMA to guarantee the timely payment
of principal and interest on securities backed by a pool of mortgages
insured by the Federal Housing Administration ("FHA") or the Farmer's
Home Administration ("FHMA") or guaranteed by the Veterans
Administration ("VA"). The GNMA guarantee is backed by the full faith
and credit of the United States. The GNMA is also empowered to borrow
without limitation from the U.S. Treasury if necessary to make any
payments required under its guarantee.
-2-
<PAGE> 360
FNMA SECURITIES. Established in 1938 to create a secondary
market in mortgages, the Federal National Mortgage Association
("FNMA") is a government-sponsored corporation owned entirely by
private stockholders that purchases residential mortgages from a list
of approved seller/servicers. FNMA issues guaranteed mortgage
pass-through certificates ("FNMA Certificates"). FNMA Certificates
resemble GNMA Certificates in that each FNMA Certificate represents a
pro rata share of all interest and principal payments made and owed on
the underlying pool. FNMA guarantees timely payment of interest on
FNMA Certificates and the stated principal amount.
FHLMC SECURITIES. The Federal Home Loan Mortgage Corporation
("FHLMC") was created in 1970 through enactment of Title III of the
Emergency Home Finance Act of 1970. Its purpose is to promote
development of a nationwide secondary market in conventional
residential mortgages. FHLMC presently issues two types of mortgage
pass-through securities, mortgage participation certificates ("PCs")
and guaranteed mortgage certificates ("GMCs"). PCs resemble GNMA
Certificates in that each PC represents a pro rata share of all
interest and principal payments made and owed on the underlying pool.
The FHLMC guarantees timely monthly payment of interest on PCs and the
stated principal amount.
CERTAIN INVESTMENT PRACTICES
LENDING OF PORTFOLIO SECURITIES. In order to generate additional
income, a Fund may, from time to time, lend securities from its
portfolios to brokers, dealers and financial institutions such as
banks and trust companies. Such loans will be secured by collateral
consisting of cash or U.S. Government securities which will be
maintained in an amount equal to at least 100% of the current market
value of the loaned securities. During the period of the loan, the
Fund will receive the income on both the loaned securities and the
collateral and thereby increase its return. Cash collateral will be
invested in short-term high quality debt securities, which will
increase the current income of the Fund. The loans will be terminable
by the Funds at any time and by the borrower on one day's notice. The
Funds will have the right to regain record ownership of loaned
securities to exercise beneficial rights such as rights to interest or
other distributions or voting rights on important issues. The Funds
may pay reasonable fees to persons unaffiliated with the Funds for
services in arranging such loans. Lending of portfolio securities
involves a risk of failure by the borrower to return the loaned
securities, in which event the Funds may incur a loss.
SECURITIES TRANSACTIONS SUBJECT TO DELAYED SETTLEMENT. As
described under "Investments, Techniques and Risk Factors" in each
Fund's Prospectus, securities may be purchased for which the normal
settlement date occurs later than the settlement date which is normal
for U.S. Government obligations. In no event, however, will the
settlement date in the case of Intermediate Government Fund occur
later than the 29th day after the trade date. Securities held in a
Fund's portfolio are subject to changes in value (both experiencing
appreciation when interest rates decline and depreciation when
interest rates rise) based upon the public's perception of the
creditworthiness of the issuer and changes, real or anticipated, in
the level of interest rates. Purchasing securities subject to delayed
settlement can involve a risk that the yields available in the market
when the delivery takes place may actually be higher than those
obtained in the transaction itself. A separate account of the Fund
consisting of cash or liquid, high grade debt securities equal to the
amount of the delayed settlement commitments will be established at
the Trust's custodian bank. For the purpose of determining the
adequacy of the securities in the account, the deposited securities
will be valued at market value using the valuation procedures for all
other investments. If the market or fair value of such securities
declines, additional cash or liquid, high grade debt securities will
be placed in the account daily so
-3-
<PAGE> 361
that the value of the account will equal the amount of such
commitments by the Fund. On the settlement date of these delayed
settlement securities, the Fund will meet its obligations from the
available cash flow, sale of securities held in the separate account,
sale of other securities or, although it would not normally expect to
do so, from sale of the delayed settlement securities themselves
(which may have a value greater or lesser than the Fund's payment
obligations). Sale of securities to meet such obligations will
generally result in the realization of capital gains or losses.
WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES. The Funds may
purchase securities on a when-issued basis. "When-issued" refers to
securities whose terms are available and for which a market exists,
but which have not been issued. A Fund will engage in when-issued
transactions with respect to securities purchased for its portfolio in
order to obtain what is considered to be an advantageous price and
yield at the time of the transaction. For when-issued transactions,
no payment is made until delivery is due, often a month or more after
the purchase.
When a Fund engages in when-issued transactions, it relies on the
seller to consummate the transaction. The failure of the issuer or
seller to consummate the transaction may result in the Fund losing the
opportunity to obtain a price and yield considered to be advantageous.
The purchase of securities on a when-issued basis also involves a risk
of loss if the value of the security to be purchased declines prior to
the settlement date.
On the date that a Fund enters into an agreement to purchase
securities on a when-issued basis, the Fund will segregate in a
separate account cash or short-term money market instruments equal in
value to the Fund's commitment. These assets will be valued daily at
market, and additional cash or securities will be segregated in a
separate account to the extent that the total value of the assets in
the account declines below the amount of the when-issued commitments.
REPURCHASE AGREEMENTS. The Funds may enter into repurchase
agreements. A repurchase agreement is a contract under which a Fund
would acquire a security for a relatively short period (generally not
more than 7 days) subject to the obligation of the seller to
repurchase and the Fund to resell such security at a fixed time and
price (representing the Fund's cost plus interest). A Fund will enter
into repurchase agreements only with member banks of the Federal
Reserve System and with securities dealers. The Adviser will
continuously monitor the creditworthiness of the parties with whom a
Fund enters into repurchase agreements. The Funds have established a
procedure providing that the securities serving as collateral for each
repurchase agreement must be delivered to the Funds' custodian either
physically or in book-entry form and that the collateral must be
marked to market daily to ensure that each repurchase agreement is
fully collateralized at all times. In the event of bankruptcy or
other default by a seller of a repurchase agreement, a Fund could
experience delays in liquidating the underlying securities and could
experience losses, including the possible decline in the value of the
underlying securities during the period in which the Fund seeks to
enforce its rights thereto, possible subnormal levels of income and
lack of access to income during this period, and the expense of
enforcing its rights.
GOVERNMENT SECURITIES. Certain U.S. Government securities,
including U.S. Treasury bills, notes and bonds, and Government
National Mortgage Association certificates ("Ginnie Maes"), are
supported by the full faith and credit of the United States. Certain
other U.S. Government securities, issued or guaranteed by Federal
agencies or government sponsored enterprises, are not supported by the
full faith and credit of the United States, but may be supported by
the right of the issuer to borrow from the U.S. Treasury. These
securities include obligations of the Federal Home Loan Mortgage
Corporation ("Freddie Macs"), and obligations
-4-
<PAGE> 362
supported by the credit of the instrumentality, such as Federal
National Mortgage Association Bonds ("Fannie Maes"). No assurance can
be given that the U.S. Government will provide financial support to
such Federal agencies, authorities, instrumentalities and government
sponsored enterprises in the future.
MORTGAGE-BACKED SECURITIES. The Funds may invest in mortgage
pass-through certificates and multiple-class pass-through securities,
such as real estate mortgage investment conduits ("REMIC")
pass-through certificates, collateralized mortgage obligations
("CMOs") and stripped mortgage-backed securities ("SMBS"), and other
types of "Mortgage-Backed Securities" that may be available in the
future.
GUARANTEED MORTGAGE PASS-THROUGH SECURITIES. Guaranteed mortgage
pass-through securities represent participation interests in pools of
residential mortgage loans and are issued by U.S. Governmental or
private lenders and guaranteed by the U.S. Government or one of its
agencies or instrumentalities, including but not limited to the
Government National Mortgage Association ("Ginnie Mae"), the Federal
National Mortgage Association ("Fannie Mae") and the Federal Home Loan
Mortgage Corporation ("Freddie Mac"). Ginnie Mae certificates are
guaranteed by the full faith and credit of the U.S. Government for
timely payment of principal and interest on the certificates. Fannie
Mae certificates are guaranteed by Fannie Mae, a federally chartered
and privately owned corporation, for full and timely payment of
principal and interest on the certificates. Freddie Mac certificates
are guaranteed by Freddie Mac, a corporate instrumentality of the U.S.
Government, for timely payment of interest and the ultimate collection
of all principal of the related mortgage loans.
MULTIPLE-CLASS PASS-THROUGH SECURITIES AND COLLATERALIZED
MORTGAGE OBLIGATIONS. CMOs and REMIC pass-through or participation
certificates may be issued by, among others, U.S. Government agencies
and instrumentalities as well as private lenders. CMOs and REMIC
certificates are issued in multiple classes and the principal of and
interest on the mortgage assets may be allocated among the several
classes of CMOs or REMIC certificates in various ways. Each class of
CMOs or REMIC certificates, often referred to as a "tranche," is
issued at a specific adjustable or fixed interest rate and must be
fully retired no later than its final distribution date. Generally,
interest is paid or accrues on all classes of CMOs or REMIC
certificates on a monthly basis.
Typically, CMOs are collateralized by Ginnie Mae, Fannie Mae or
Freddie Mac certificates but also may be collateralized by other
mortgage assets such as whole loans or private mortgage pass-through
securities. Debt service on CMOs is provided from payments of
principal and interest on the underlying mortgaged assets and any
reinvestment income thereon.
A REMIC is a CMO that qualifies for special tax treatment under
the Code and invests in certain mortgages primarily secured by
interests in real property and other permitted investments. Investors
may purchase "regular" and "residual" interest shares of beneficial
interest in a REMIC, although the Funds do not intend to invest in
residual interests.
STRIPPED MORTGAGE-BACKED SECURITIES. SMBS are derivative
multiple-class mortgage- backed securities. SMBS are usually
structured with two classes that receive different proportions of
interest and principal distributions on a pool of mortgage assets. A
typical SMBS will have one class receiving some of the interest and
most of the principal, while the other class will receive most of the
interest and the remaining principal. In the most extreme case, one
class will receive all of the interest (the "interest only" class)
while the other class will receive all of the principal
-5-
<PAGE> 363
(the "principal only" class). The yields and market risk of interest
only and principal only SMBS, respectively, may be more volatile than
those of other fixed income securities. The staff of the SEC
considers privately issued SMBS to be illiquid.
STRUCTURED OR HYBRID NOTES. The Funds may invest in "structured"
or "hybrid" notes. The distinguishing feature of a structured or
hybrid note is that the amount of interest and/or principal payable on
the note is based on the performance of a benchmark asset or market
other than fixed-income securities or interest rates. Examples of
these benchmarks include stock prices, currency exchange rates and
physical commodity prices. Investing in a structured note allows a
Fund to gain exposure to the benchmark market while fixing the maximum
loss that the Fund may experience in the event that market does not
perform as expected. Depending on the terms of the note, a Fund may
forego all or part of the interest and principal that would be payable
on a comparable conventional note; the Fund's loss cannot exceed this
foregone interest and/or principal. An investment in structured or
hybrid notes involves risks similar to those associated with a direct
investment in the benchmark asset.
RISK FACTORS ASSOCIATED WITH MORTGAGE-BACKED SECURITIES.
Investing in Mortgage- Backed Securities involves certain risks,
including the failure of a counter-party to meet its commitments,
adverse interest rate changes and the effects of prepayments on
mortgage cash flows. In addition, investing in the lowest tranche of
CMOs and REMIC certificates involves risks similar to those associated
with investing in equity securities. Further, the yield
characteristics of Mortgage-Backed Securities differ from those of
traditional fixed income securities. The major differences typically
include more frequent interest and principal payments (usually
monthly), the adjustability of interest rates, and the possibility
that prepayments of principal may be made substantially earlier than
their final distribution dates.
Prepayment rates are influenced by changes in current interest
rates and a variety of economic, geographic, social and other factors
and cannot be predicted with certainty. Both adjustable rate mortgage
loans and fixed rate mortgage loans may be subject to a greater rate
of principal prepayments in a declining interest rate environment and
to a lesser rate of principal prepayments in an increasing interest
rate environment. Under certain interest rate and prepayment rate
scenarios, a Fund may fail to recoup fully its investment in
Mortgage-Backed Securities notwithstanding any direct or indirect
governmental, agency or other guarantee. When the Fund reinvests
amounts representing payments and unscheduled prepayments of
principal, it may receive a rate of interest that is lower than the
rate on existing adjustable rate mortgage pass-through securities.
Thus, Mortgage-Backed Securities, and adjustable rate mortgage
pass-through securities in particular, may be less effective than
other types of U.S. Government securities as a means of "locking in"
interest rates.
Conversely, in a rising interest rate environment, a declining
prepayment rate will extend the average life of many Mortgage-Backed
Securities. This possibility is often referred to as extension risk.
Extending the average life of a Mortgage-Backed Security increases the
risk of depreciation due to future increases in market interest rates.
RISK ASSOCIATED WITH SPECIFIC TYPES OF DERIVATIVE DEBT
SECURITIES. Different types of derivative debt securities are subject
to different combinations of prepayment, extension and/or interest
rate risk. Conventional mortgage pass-through securities and
sequential pay CMOs are subject to all of these risks, but are
typically not leveraged. Thus, the magnitude of exposure may be less
than for more leveraged Mortgage-Backed Securities.
-6-
<PAGE> 364
The risk of early prepayments is the primary risk associated with
interest only debt securities ("IOs"), super floaters, other leveraged
floating rate instruments and Mortgage-Backed Securities purchased at
a premium to their par value. In some instances, early prepayments
may result in a complete loss of investment in certain of these
securities. The primary risks associated with certain other
derivative debt securities are the potential extension of average life
and/or depreciation due to rising interest rates.
These securities include floating rate securities based on the
Cost of Funds Index ("COFI floaters"), other "lagging rate" floating
rate securities, floating rate securities that are subject to a
maximum interest rate ("capped floaters"), Mortgage-Backed Securities
purchased at a discount, leveraged inverse floating rate securities
("inverse floaters"), principal only debt securities ("POs"), certain
residual or support tranches of CMOs and index amortizing notes.
Index amortizing notes are not Mortgage-Backed Securities, but are
subject to extension risk resulting from the issuer's failure to
exercise its option to call or redeem the notes before their stated
maturity date. Leveraged inverse IOs combine several elements of the
Mortgage-Backed Securities described above and thus present an
especially intense combination of prepayment, extension and interest
rate risks.
Planned amortization class ("PAC") and target amortization class
("TAC") CMO bonds involve less exposure to prepayment, extension and
interest rate risk than other Mortgage-Backed Securities, provided
that prepayment rates remain within expected prepayment ranges or
"collars." To the extent that prepayment rates remain within these
prepayment ranges, the residual or support tranches of PAC and TAC
CMOs assume the extra prepayment, extension and interest rate risk
associated with the underlying mortgage assets.
Other types of floating rate derivative debt securities present
more complex types of interest rate risks. For example, range
floaters are subject to the risk that the coupon will be reduced to
below market rates if a designated interest rate floats outside of a
specified interest rate band or collar. Dual index or yield curve
floaters are subject to depreciation in the event of an unfavorable
change in the spread between two designated interest rates. X-reset
floaters have a coupon that remains fixed for more than one accrual
period. Thus, the type of risk involved in these securities depends
on the terms of each individual X-reset floater.
The Funds are permitted to engage in certain hedging techniques
involving options and futures transactions in order to reduce the
effect of interest rate movements affecting the market values of the
investments held, or intended to be purchased, by the Funds.
OPTIONS ON DEBT SECURITIES. The U.S. Government Fund may
purchase put and call options on debt securities which are traded on a
national securities exchange (an "Exchange") to protect its holdings
in an underlying or related security against a substantial decline in
market value. Securities are considered related if their price
movements generally correlate to one another. The purchase of put
options on debt securities which are related to securities held in its
portfolio will enable the Fund to protect, at least partially,
unrealized gains in an appreciated security in its portfolio without
actually selling the security. In addition, the Fund may continue to
receive interest income on the security. The purchase of call options
on debt securities may help to protect against substantial increases
in prices of securities the Fund intends to purchase pending its
ability to invest in such securities in an orderly manner.
The U.S. Government Fund may sell put and call options it has
previously purchased, which could result in a net gain or loss
depending on whether the amount realized on the sale is
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<PAGE> 365
more or less than the premium and other transaction costs paid in
connection with the option which is sold.
The purchase of put and call options involves certain risks. If
a put or call option purchased by the U.S. Government Fund is not sold
when it has remaining value, and if the market price of the underlying
security remains equal to or greater than the exercise price, in the
case of a put, or equal to or less than the exercise price, in the
case of a call, the Fund will lose its entire investment in the
option. Also, where a put or a call option on a particular security
is purchased to hedge against price movements in a related security,
the price of the put or call option may move more or less than the
price of the related security.
The U.S. Government Fund will not invest in a put or a call
option if as a result the amount of premiums paid for such options
then outstanding would exceed 10% of the Fund's total assets.
FUTURES CONTRACTS AND RELATED OPTIONS. The Funds may engage in
the purchase and sale of interest rate futures contracts ("financial
futures") and related options for the purposes and subject to the
limitations described below. Currently, the Funds may engage in such
transactions with respect to U.S. Treasury Bonds, U.S. Treasury Notes,
and GNMA's on the Chicago Board of Trade and with respect to U.S.
Treasury bills on the International Money Market at the Chicago
Mercantile Exchange.
The Intermediate Government Fund may purchase financial futures
contracts only as a hedge against changes in the general level of
interest rates. The U.S. Government Fund may purchase financial
futures contracts only to close an existing short position in a
futures contract. The purchase of a financial futures contract
obligates the buyer to accept and pay for the specific type of debt
security called for in the contract at a specified future time and at
a specified price. A Fund would purchase a financial futures contract
when it is not fully invested in long-term debt securities but wishes
to defer its purchases for a time until it can invest in such
securities in an orderly manner or because short-term yields are
higher than long-term yields. Such purchases would enable the Fund to
earn the income on a short-term security while at the same time
minimizing the effect of all or part of an increase in the market
price of the long-term debt security which the Fund intends to
purchase in the future. A rise in the price of the long-term debt
security prior to its purchase either would generally be offset by an
increase in the value of the futures contract purchased by the Fund or
avoided by taking delivery of the debt securities under the futures
contract.
The Funds may sell financial futures contracts only as a hedge
against changes in interest rates. The sale of a financial futures
contract obligates the seller to deliver the specific type of debt
security called for in the contract at a specified future time and at
a specified price. A Fund would sell a financial futures contract in
order to continue to receive the income from a long-term debt
security, while endeavoring to avoid part or all of the decline in
market value of that security which would accompany an increase in
interest rates. If interest rates did rise, a decline in the value of
the debt security held by the Fund would be substantially offset by an
increase in the value of the futures contract sold by the Fund. While
the Fund could sell a long-term debt security and invest in a
short-term security, ordinarily the Fund would give up income on its
investment, since long-term rates normally exceed short-term rates.
In addition, the Funds may engage in certain transactions
involving put and call options on financial futures contracts to hedge
against changes in interest rates. The U.S. Government Fund may
purchase put and call options and sell call options on financial
futures contracts for hedging
-8-
<PAGE> 366
purposes and may enter into closing transactions with respect to such
options to close an existing position. The Intermediate Government
Fund may purchase put and call options on financial futures contracts
which are traded on a securities exchange or board of trade for
hedging purposes and may also enter into closing transactions with
respect to such options to close an existing position. Options on
financial futures contracts are similar to options on securities
except that a put option on a financial futures contract gives the
purchaser the right in return for the premium paid to assume a short
position in a financial futures contract and a call option on a
financial futures contract gives the purchaser the right in return for
the premium paid to assume a long position in a financial futures
contract.
A Fund may hedge up to the full value of its portfolio through
the use of options and futures. At the time a Fund purchases a
financial futures contract or a call option on such a futures
contract, an amount of cash or U.S. Government Securities at least
equal to the market value of the futures contract will be deposited in
a segregated account with the Funds' Custodian to collateralize the
position and thereby insure that such futures contract is unleveraged.
A Fund may not purchase or sell futures contracts or related put or
call options if immediately thereafter the sum of the amount of margin
deposits on the Fund's existing futures and related options positions
and the amount of premiums paid for related options (measured at the
time of investment) would exceed 5% of the Fund's total assets.
While a Fund's hedging transactions may protect the Fund against
adverse movements in the general level of interest rates, such
transactions could also preclude the opportunity to benefit from
favorable movements in the level of interest rates. Due to the
imperfect correlation between movements in the prices of futures
contracts and movements in the prices of the related securities being
hedged, the price of a futures contract may move more than or less
than the price of the securities being hedged. Options on futures
contracts are generally subject to the same risks applicable to all
option transactions. In addition, a Fund's ability to use this
technique will depend in part on the development and maintenance of a
liquid secondary market for such options. For a discussion of the
inherent risks involved with futures contracts and options thereon,
see "Risks Relating to Transactions in Futures Contracts and Related
Options" below.
The Funds' policies permitting the purchase and sale of futures
contracts and certain related put or call options only for hedging
purposes may not be changed without the approval of shareholders
holding a majority of the applicable Fund's outstanding voting
securities. The Board of Trustees may authorize procedures, including
numerical limitations, with regard to such transactions in furtherance
of a Fund's investment objectives. Such procedures are not deemed to
be fundamental and may be changed by the Board of Trustees without the
vote of the Fund's shareholders.
The U.S. Government Fund is also authorized to, but presently
does not intend to, engage in certain investment techniques involving
the sale of covered call and secured put options for the purpose of
generating additional income. The Fund will not engage in such
transactions without first having given shareholders at least 60 days'
written notice.
RISKS RELATING TO TRANSACTIONS IN FUTURES CONTRACTS AND RELATED
OPTIONS. Positions in futures contracts may be closed out only on an
exchange or board of trade which provides a market for such futures.
Although the Funds intend to purchase or sell futures contracts only
on exchanges or boards of trade where there appears to be an active
market, there is no assurance that a liquid market on an exchange or
board of trade will exist for any particular contract or at any
particular time. In the event a liquid market does not exist, it may
not be possible to close a
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<PAGE> 367
futures position, and in the event of adverse price movements, an
affected Fund would continue to be required to make daily cash
payments of maintenance margin. In addition, limitations imposed by
an exchange or board of trade on which futures contracts are traded
may compel or prevent a Fund from closing out a contract which may
result in reduced gain or increased loss to the Fund. The absence of
a liquid market in futures contracts might cause a Fund to make or
take delivery of the underlying securities at a time when it may be
disadvantageous to do so. The purchase of put options on futures
contracts involves less potential dollar risk to the Fund than an
investment of equal amount in futures contracts, since the premium is
the maximum amount of risk the purchaser of the option assumes. The
entire amount of the premium paid for an option can be lost by the
purchaser, but no more than that amount.
SPECIAL CONSIDERATIONS APPLICABLE TO OPTIONS ON U.S. GOVERNMENT
SECURITIES
Treasury Bonds and Notes. Because trading interest in options
written on Treasury bonds and notes tends to center on the most
recently auctioned issues, the Exchanges will not continue
indefinitely to introduce options with new expirations to replace
expiring options on particular issues. Instead, the expirations
introduced at the commencement of options trading on a particular
issue will be allowed to run their course, with the possible addition
of a limited number of new expirations as the original ones expire.
Options trading on each issue of bonds or notes will thus be phased
out as new options are listed on more recent issues, and options
representing a full range of expirations will not ordinarily be
available for every issue on which options are traded.
Treasury Bills. Because the deliverable Treasury bill changes
from week to week, writers of Treasury bill calls cannot provide in
advance for their potential exercise settlement obligations by
acquiring and holding the underlying security. However, if the U.S.
Government Fund holds a long position in Treasury bills with a
principal amount corresponding to the principal amount of the
securities deliverable upon exercise of the option, it may be hedged
from a risk standpoint. In addition, the U.S. Government Fund will
maintain Treasury bills maturing no later than those which would be
deliverable in the event of an assignment of an exercise notice in a
segregated account with its Custodian so that it will be treated as
being covered for margin purposes.
GNMA Certificates. The following special considerations will be
applicable to the writing of call options on GNMA Certificates by U.S.
Government Fund when and if trading of options thereon commences.
Since the remaining principal balance of GNMA Certificates declines
each month as a result of mortgage payments, the U.S. Government Fund
as a writer of a GNMA call holding GNMA Certificates as "cover" to
satisfy its delivery obligation in the event of exercise may find that
the GNMA Certificates it holds no longer have a sufficient remaining
principal balance for this purpose. Should this occur, the Fund will
purchase additional GNMA Certificates from the same pool (if
obtainable) or replacement GNMA Certificates in the cash market in
order to maintain its cover. If for any reason, the Fund were no
longer covered, the Fund will either enter into a closing purchase
transaction or replace such Certificate with a Certificate which
represents cover. When the Fund closes its position or replaces such
Certificate, it may realize an unanticipated loss and incur
transaction costs.
INVESTMENT RESTRICTIONS
Each Fund has adopted certain fundamental investment
restrictions. The fundamental restrictions set forth below as well as
the Funds' investment objectives and fundamental policies and
restrictions set forth in the Prospectuses may not be changed without
approval of a majority of
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<PAGE> 368
the applicable Fund's outstanding voting securities. Under the
Investment Company Act of 1940, as amended (the "1940 Act"), and as
used in the Prospectuses and this SAI, a "majority of the outstanding
voting securities" requires the approval of the lesser of (1) the
holders of 67% or more of the shares of a Fund represented at a
meeting if the holders of more than 50% of the outstanding shares of
the Fund are present in person or by proxy or (2) the holders of more
than 50% of the outstanding shares of the Fund.
Under these restrictions, a Fund may not:
1. Make short sales of securities or purchase securities on
margin, except for such short-term loans as are necessary
for the clearance of purchases of portfolio securities.
2. Engage in the underwriting of securities except insofar as
the Fund may be deemed an underwriter under the Securities
Act of 1933 in disposing of a portfolio security or purchase
securities which are not readily marketable.
3. Purchase or sell real estate or interests therein, including
limited partnership interests although the Fund may purchase
securities of issuers which engage in real estate operations
and securities which are secured by real estate or interests
therein.
4. Purchase oil, gas or other mineral leases, rights or royalty
contracts or exploration or development programs, except
that the Trust may invest in securities of companies which
invest in or sponsor such programs.
5. Purchase securities of other investment companies, except in
connection with a merger, consolidation, reorganization or
acquisition of assets.
6. Invest for the purpose of exercising control or management
of another company.
7. Invest in securities of any company if, to the knowledge of
the Trust, any officer or director of the Trust or its
Adviser owns more than 1/2 of 1% of the outstanding
securities of such company, and all such officers and
directors own in the aggregate more than 5% of the
outstanding securities of such company.
8. Issue senior securities, as defined in the Act, except that
the Fund may enter into repurchase agreements, lend
portfolio securities, and borrow as described below.
9. Make loans of money or securities, except by (a) the
purchase of fixed income obligations; (b) investing in
repurchase agreements; or (c) lending its portfolio
securities. See "Investments, Techniques and Risk Factors"
in the Prospectus.
10. Write or purchase put or call options or purchase or sell
commodities or commodity futures contracts except the Fund
may purchase such options on debt securities and purchase or
sell financial futures contracts and purchase options
thereon.
11. Invest in warrants or rights except where acquired in units
or attached to other securities.
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<PAGE> 369
12. Enter into a repurchase agreement maturing in more than
seven days, if as a result such repurchase agreements
together with restricted securities and securities for which
there are no readily available market quotations would
constitute more than 10% of the Fund's total assets, or
enter into reverse repurchase agreements exceeding in the
aggregate one-third of the market value of the Fund's total
assets less liabilities other than obligations created by
reverse repurchase agreements.
13. Invest more than 5% of the market or other fair value of its
assets in the securities of any one issuer and shall not
purchase more than 10% of the voting securities or more than
10% of any class of securities of any one issuer. This
restriction does not apply to U.S. Government securities as
defined in the Prospectuses.
14. Borrow in excess of 15% of the market or fair value of its
total assets or pledge its assets to an extent greater than
10% of the market or other fair value of its total assets.
Borrowings must be from banks and undertaken only as a
temporary measure for extraordinary or emergency purposes.
Collateral arrangements maintained in connection with the
writing of covered call options or margin deposits in
connection with the sale of futures contracts and related
options are not deemed to be a pledge or other encumbrance.
The restriction on borrowing does not prohibit the use of
reverse repurchase agreements in an amount (including any
borrowings) not to exceed 33 1/3% of the Fund's net assets.
In addition, U.S. Government Fund may invest only in those
investments which a federally chartered savings and loan association
by law or regulation may, without limitation as to percentage of
assets, invest in, sell, redeem, hold or otherwise deal with. The
Intermediate Government Trust may not invest more than 25% of its
total assets in the securities of issuers in any single industry,
provided that there shall be no such limitation on the purchase of
obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities.
Notwithstanding any investment restriction to the contrary, the
Funds may, in connection with the John Hancock Group of Funds Deferred
Compensation Plan for Independent Trustees/ Directors, purchase
securities of other investment companies within the John Hancock Group
of Funds provided that, as a result, (i) no more than 10% of the
Fund's assets would be invested in securities of all other investment
companies, (ii) such purchase would not result in more than 3% of the
total outstanding voting securities of any one such investment company
being held by the Fund and (iii) no more than 5% of the Fund's assets
would be invested in any one such investment company.
THOSE RESPONSIBLE FOR MANAGEMENT
The business of the Funds is managed by the Trust's Trustees who
elect officers who are responsible for the day-to-day operations of
each Fund and who execute policies formulated by the Trustees.
Several of the officers and Trustees of the Trust are also officers
and directors of the Adviser or officers and directors of John Hancock
Funds.
Set forth below is the principal occupation or employment of the
Trustees and officers of the Trust during the past five years.
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<PAGE> 370
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
---------------- -------------- -----------------------
<S> <C> <C>
Edward J. Boudreau, Jr.* Trustee, Chairman and Chief Executive
101 Huntington Avenue Chairman and Officer, the Adviser and The
Boston, MA 02199 Chief Executive Berkeley Financial Group
Officer(1)(2) ("The Berkeley Group");
Chairman, NM Capital
Management, Inc. ("NM
Capital"); John Hancock
Advisers International Limited
("Advisers International");
John Hancock Funds, Inc.;
John Hancock Investor
Services Corporation
("Investor Services"); and
Sovereign Asset Management
Corporation ("SAMCorp");
(hereinafter the Adviser, the
Berkeley Group, NM Capital,
Advisers International, John
Hancock Funds, Inc., Investor
Services and SAMCorp are
collectively referred to as the
"Affiliated Companies");
Chairman, First Signature
Bank & Trust; Director, John
Hancock Freedom Securities
Corporation, John Hancock
Capital Corporation, New
England/Canada Business
Council; Member, Investment
Company Institute Board of
Governors; Trustee, Museum
of Science; President, the
Adviser (until July 1992);
Trustee or Director of other
investment companies
managed by the Adviser; and
Chairman, John Hancock
Distributors, Inc. (until April,
1994).
James F. Carlin Trustee Chairman and CEO, Carlin
233 West Central Street Consolidated, Inc. (insurance);
Natick, MA 01760 Director, Arbella Mutual
Insurance Company
(insurance), Consolidated
Group Trust (group health
plan), Carlin Insurance
</TABLE>
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<PAGE> 371
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
---------------- -------------- -----------------------
<S> <C> <C>
Agency, Inc. and West
Insurance Agency, Inc.;
Receiver, the City of Chelsea
(until August 1992); and
Trustee or Director of other
investment companies
managed by the Adviser.
William H. Cunningham Trustee Chancellor, University of
601 Colorado Street Texas System and former
O'Henry Hall President of the University of
Austin, TX 78701 Texas, Austin, Texas; Regents
Chair in Higher Education
Leadership; James L. Bayless
Chair for Free Enterprise;
Professor of Marketing and
Dean College of Business
Administration/Graduate
School of Business
(1983-1985); Centennial Chair
in Business Education
Leadership, 1983-1985;
Director, LaQuinta Motor Inns,
Inc. (hotel management
company); Director,
Jefferson-Pilot Corporation
(diversified life insurance
company); Director,
Freeport-McMoran Inc. (oil
and gas company); Director,
Barton Creek Properties, Inc.
(1988-1990) (real estate
development) and LBJ
Foundation Board (education
foundation); and Advisory
Director, Texas Commerce
Bank - Austin.
Charles L. Ladner Trustee(3) Director, Energy North, Inc.
UGI Corporation (public utility holding
460 North Gulph Road company); Senior Vice
King of Prussia, PA 19406 President, Finance UGI Corp.
(public utility holding
company) (until 1992); and
Trustee or Director of other
investment companies
managed by the Adviser.
</TABLE>
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<PAGE> 372
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
---------------- -------------- -----------------------
<S> <C> <C>
Leo E. Linbeck, Jr. Trustee Chairman, President, Chief
3810 W. Alabama Executive Officer and
Houston, TX 77027 Director, Linbeck Corporation
(a holding company engaged
in various phases of the
construction industry and
warehousing interests);
Director and Chairman,
Federal Reserve Bank of
Dallas; Chairman of the Board
and Chief Executive Officer,
Linbeck Construction
Corporation; Director,
Panhandle Eastern Corporation
(a diversified energy
company); Director, Daniel
Industries, Inc. (manufacturer
of gas measuring products and
energy related equipment);
Director, GeoQuest
International, Inc. (a
geophysical consulting firm);
and Director, Greater Houston
Partnership.
Patricia P. McCarter Trustee(3) Director and Secretary, the
Swedesford Road McCarter Corp. (machine
RD #3, Box 121 manufacturer); and Trustee or
Malvern, PA 19355 Director of other investment
companies managed by the
Adviser.
Steven R. Pruchansky Trustee(1)(3) Director and Treasurer, Mast
360 Horse Creek Drive, #208 Holdings, Inc.; Director,
Naples, FL 33942 First Signature Bank & Trust
Company (until August 1991);
General Partner, Mast Realty
Trust; President, Maxwell
Building Corp. (until 1991);
and Trustee or Director of
other investment companies
managed by the Adviser.
Norman H. Smith Trustee(3) Lieutenant General, USMC,
Rt. 1, Box 249 E Deputy Chief of Staff for
Linden, VA 22642 Manpower and Reserve
Affairs, Headquarters Marine
Corps; Commanding General
III Marine Expeditionary
Force/3rd Marine Division
</TABLE>
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<PAGE> 373
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
---------------- -------------- -----------------------
<S> <C> <C>
(retired 1991); and Trustee or
Director of other investment
companies managed by the
Adviser.
John P. Toolan Trustee(3) Director, The Smith Barney
13 Chadwell Place Muni Bond Funds, The Smith
Morristown, NJ 07960 Barney Tax-Free Money Fund,
Inc., Vantage Money Market
Funds (mutual funds), The
Inefficient-Market Fund, Inc.
(closed-end investment
company) and Smith Barney
Trust Company of Florida;
Chairman, Smith Barney Trust
Company (retired December,
1991); Director, Smith Barney,
Inc., Mutual Management
Company and Smith, Barney
Advisers, Inc. (investment
advisers) (retired 1991); and
Senior Executive Vice
President, Director and
member of the Executive
Committee, Smith Barney,
Harris Upham & Co.,
Incorporated (investment
bankers) (until 1991); and
Trustee or Director of other
investment companies
managed by the Adviser.
Robert G. Freedman* Vice Chairman President and Chief
101 Huntington Avenue and Chief Investment Officer, the
Boston, MA 02199 Investment Adviser.
Officer(2)
Anne C. Hodsdon* President(2) Executive Vice President, the
101 Huntington Avenue Adviser.
Boston, MA 02199
James B. Little* Senior Vice Senior Vice President, the
101 Huntington Avenue President and Adviser.
Boston, MA 02199 Chief Financial
Officer
Thomas H. Drohan* Senior Vice Senior Vice President and
101 Huntington Avenue President and Secretary, the Adviser.
Boston, MA 02199 Secretary
</TABLE>
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<PAGE> 374
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
---------------- -------------- -----------------------
<S> <C> <C>
Michael P. DiCarlo* Senior Vice Senior Vice President, the
101 Huntington Avenue President(2) Adviser.
Boston, MA 02199
Edgar Larsen* Senior Vice Senior Vice President, the
101 Huntington Avenue President Adviser.
Boston, MA 02199
B.J. Willingham* Senior Vice Senior Vice President, the
101 Huntington Avenue President Adviser. Formerly, Director
Boston, MA 02199 and Chief Investment Officer
of Transamerica Fund
Management Company.
James J. Stokowski* Vice President Vice President, the Adviser.
101 Huntington Avenue and Treasurer
Boston, MA 02199
Susan S. Newton* Vice President Vice President and Assistant
101 Huntington Avenue and Compliance Secretary, the Adviser.
Boston, MA 02199 Officer
John A. Morin* Vice President. Vice President, the Adviser.
101 Huntington Avenue
Boston, MA 02199
<FN>
__________________
* An "interested person" of the Fund, as such term is defined in the 1940 Act.
(1) Member of the Executive Committee. Under the Trust's Declaration of Trust, the
Executive Committee may generally exercise most of the powers of the Board of Directors.
(2) A Member of the Investment Committee of the Adviser.
(3) Member of the Audit Committee and the Committee on Administration.
(4) A Member of the Audit, Administration and Compensation Committees.
</TABLE>
All of the officers listed are officers or employees of the
Adviser or affiliated companies. Some of the Trustees and officers
may also be officers and/or directors and/or trustees of one or more
of the other funds for which the Adviser serves as investment adviser.
As of April 28, 1995, there were 980,071 shares of the
Intermediate Government Fund and 2,298,041 shares of U.S. Government
Trust outstanding and officers and Trustees of the Trust as a group
beneficially owned less than 1% of the outstanding shares of the Trust
and of each of the Funds. At such date, the following shareholders
held, as record owner, 5% or more of the shares of the respective
Funds:
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<PAGE> 375
<TABLE>
<CAPTION>
PERCENTAGE OWNERSHIP
INTERMEDIATE GOVERNMENT TRUST: OF OUTSTANDING SHARES
------------------------------ ---------------------
<S> <C>
Merrill Lynch Pierce Fenner & Smith 17.3%
Trade House Account - Book Entry
Team B - 3rd Floor
4800 Deer Lake Drive East
Jacksonville, FL 32246
U.S. Government Trust:
----------------------
Merchants & Marine Bank 13.24%
Attn: Mike Dickson
P. O. Box 279
Pascagoula, MS 39567-0729
Merrill Lynch Pierce Fenner & Smith Inc. 10.18%
Trade House Account - Book Entry
Team B - 3rd Floor
4800 Deer Lake Drive East
Jacksonville, FL 32246
River Production Co. Inc. 8.77%
P. O. Box 909
Columbia, MS 39429-0909
Northern Trust Co. Ttee. 6.52%
FBO Adventist Health System/West
Attn: Tiffany Snyder
P. O. Box 92956
A/C 822-85446/4-866770
Chicago, IL 60675-29
First Diboll Company 5.97%
P. O. Box 152020
Lufkin, TX 75915-2020
Municipal Workers Compensation Fund Inc. 5.84%
P. O. Box 1270
Montgomery, AL 36102
Baptist General Convention of Texas 5.63%
333 N. Washington
Dallas, TX 75246-1798
Home Federal Savings Bank 5.41%
Attn: Helen Groves Coleman
9108 Woodward Avenue
Detroit, MI 48202-1699
</TABLE>
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<PAGE> 376
As of December 22, 1994, the Trustees have established an
Advisory Board which acts to facilitate a smooth transition of
management over a two-year period (between Transamerica Fund
Management Company ("TFMC"), the prior investment adviser, and the
Adviser). The members of the Advisory Board are distinct from the
Board of Trustees, do not serve the Fund in any other capacity and are
persons who have no power to determine what securities are purchased
or sold and behalf of the Fund. Each member of the Advisory Board may
be contacted at 101 Huntington Avenue, Boston, Massachusetts 02199.
Members of the Advisory Board and their respective principal
occupations during the past five years are as follows:
R. Trent Campbell, President, FMS, Inc. (financial and management
services); former Chairman of the Board, Mosher Steel Company.
Mrs. Lloyd Bentsen, Formerly National Democratic Committeewoman from
Texas; co-founder, Houston Parents' League; former board member
of various civic and cultural organizations in Houston, including
the Houston Symphony, Museum of Fine Arts and YWCA. Mrs. Bentsen
is presently active in various civic and cultural activities in
the Washington, D.C. area, including membership on the Area Board
for The March of Dimes and is a National Trustee for the Botanic
Gardens of Washington, D. C.
Thomas R. Powers, Formerly Chairman of the Board, President and Chief
Executive Officer, TFMC; Director, West Central Advisory Board,
Texas Commerce Bank; Trustee, Memorial Hospital System; Chairman
of the Board of Regents of Baylor University; Member, Board of
Governors, National Association of Securities Dealers, Inc.;
Formerly, Chairman, Investment Company Institute; formerly,
President, Houston Chapter of Financial Executive Institute.
Thomas B. McDade, Chairman and Director, TransTexas Gas Company;
Director, Houston Industries and Houston Lighting and Power
Company; Director, TransAmerican Companies (natural gas producer
and transportation); Member, Board of Managers, Harris County
Hospital District; Advisory Director, Commercial State Bank, El
Campo; Advisory Director, First National Bank of Bryan; Advisory
Director, Sterling Bancshares; Former Director and Vice Chairman,
Texas Commerce Bancshares; and Vice Chairman, Texas Commerce
Bank.
COMPENSATION OF THE BOARD OF TRUSTEES AND ADVISORY BOARD. Each
Trustee who is not an "interested person," as such term is defined in
the 1940 Act ("Independent Trustee"), receives an annual retainer of
$44,000, a meeting fee of $4,000 for each of the four regularly
scheduled meetings held during the year and a fee of $25 per day or
actual travel expenses, whichever is greater. This compensation is
apportioned among the John Hancock funds, including the U.S.
Government Fund and Intermediate Government Fund, on which such
Trustees serve based on the net asset value of such funds. Advisory
Board Members receive from the John Hancock funds an annual retainer
of $40,000 and a meeting fee of $7,000 for each of the two regularly
scheduled meetings to be held in 1995 and the one in 1996. For the
fiscal year ended March 31, 1994, the Trust paid Trustees' fees in the
aggregate of $26,337 to all the Trustees then serving as such.
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<PAGE> 377
INVESTMENT ADVISORY AND OTHER SERVICES
As described in the Prospectus, the Funds receive their
investment advice from the Adviser. Investors should refer to the
Prospectuses for a description of certain information concerning the
investment management contracts. Each of the Trustees and principal
officers affiliated with the Trust who is also an affiliated person of
the Adviser is named above, together with the capacity in which such
person is affiliated with the Trust or the Adviser.
The Adviser, located at 101 Huntington Avenue, Boston,
Massachusetts 02199-7603, was organized in 1968 and currently has over
$13 billion in assets under management in its capacity as investment
adviser to the Funds and the other mutual funds and publicly traded
investment companies in the John Hancock group of funds having a
combined total of over 800,000 shareholders. The Adviser is a
wholly-owned subsidiary of The Berkeley Financial Group, which is in
turn a wholly-owned subsidiary of John Hancock Subsidiaries, Inc.,
which is in turn a wholly-owned subsidiary of the Life Company, one of
the most recognized and respected financial institutions in the
nation. With total assets under management of over $80 billion, the
Life Company is one of the ten largest life insurance companies in the
United States, and carries Standard & Poor's and A.M. Best's highest
ratings. Founded in 1862, the Life Company has been serving clients
for over 130 years.
As described in the Prospectus under the caption "Organization
and Management of the Fund," the Trust, on behalf of each Fund, has
entered into an investment management contract with the Adviser.
Under the investment management contracts, the Adviser provides the
Funds with (i) a continuous investment program, consistent with each
Fund's stated investment objective and policies, (ii) supervision of
all aspects of the Funds' operations except those that are delegated
to a custodian, transfer agent or other agent and (iii) such
executive, administrative and clerical personnel, officers and
equipment as are necessary for the conduct of their business. The
Adviser is responsible for the day-to-day management of each Fund's
portfolio assets.
No person other than the Adviser and its directors and employees
regularly furnishes advice to the Funds with respect to the
desirability of the Funds investing in, purchasing or selling
securities. The Adviser may from time to time receive statistical or
other similar factual information, and information regarding general
economic factors and trends, from the Life Company and its affiliates.
Under the terms of the investment management contracts with the
Funds, the Adviser provides the Trust with office space, equipment and
supplies and other facilities and personnel required for the business
of the Trust. The Adviser pays the compensation of all officers and
employees of the Trust and pays the expenses of clerical services
relating to the administration of each Fund. All expenses which are
not specifically paid by the Adviser and which are incurred in the
operation of the Trust including, but not limited to, (i) the fees of
the Independent Trustees, (ii) the fees of the members of the Trust's
Advisory Board (described above) and (iii) the continuous public
offering of the shares of the Funds are borne by the Funds and/or the
other series of the Trust. Subject to the conditions set forth in a
private letter ruling that the Funds have received from the Internal
Revenue Service relating to their multiple-class structure, class
expenses properly allocable to any Class A or Class B shares will be
borne exclusively by such class of shares.
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<PAGE> 378
The investment management contract with the Trust, on behalf of
Intermediate Government Fund, provides that the Trust shall pay the
Adviser for its services, out of the assets of Intermediate Government
Fund, a monthly fee, computed at the annual rate of 0.50% of the
average daily net assets of Intermediate Government Fund. Prior to
April 1, 1993, investment advisory fees paid by the Intermediate
Government Fund amounted to 0.45% of its average daily net assets. On
February 16, 1993, the Trust's Board of Trustees, including all of the
Independent Trustees, approved an amendment to the investment
management contract whereby the fee payable to the Fund's prior
investment adviser under the investment management contract be
increased to 0.50% of the average daily net assets of Intermediate
Government Fund, and at a meeting on March 29, 1993, shareholders of
Intermediate Government Fund approved the amended investment
management contract.
<TABLE>
The investment management contract with the Trust, on behalf of
U.S. Government Fund, provides that the Trust shall pay the Adviser
for its services, out of the assets of U.S. Government Fund, a monthly
fee, computed at the following rates:
<CAPTION>
AVERAGE DAILY NET ASSETS OF FEE
JOHN HANCOCK U.S. GOVERNMENT TRUST (ANNUAL RATE)
---------------------------------- -------------
<S> <C>
On the first $200 million............ 0.650%
On the next $300 million............. 0.625%
On the excess over $500 million...... 0.600%
</TABLE>
The Adviser may voluntarily and temporarily reduce its advisory
fee or make other arrangements to limit each Fund's expenses to a
specified percentage of its average daily net assets. The Adviser
retains the right to re-impose the advisory fee and recover any other
payments to the extent that, at the end of any fiscal year, such
Fund's annual expenses fall below this limit.
In the event normal operating expenses of a Fund, exclusive of
certain expenses prescribed by state law, are in excess of any state
limit where that Fund is registered to sell shares of beneficial
interest, the fee payable to the Adviser will be reduced to the extent
of such excess and the Adviser will make any additional arrangements
necessary to eliminate any remaining excess expenses. Currently, the
most restrictive limit applicable to each Fund is 2.5% of the first
$30,000,000 of the Fund's average daily net asset value, 2% of the
next $70,000,000 and 1.5% of the remaining average daily net asset
value.
Pursuant to the investment management contracts, the Adviser is
not liable to the Funds or their shareholders for any error of
judgment or mistake of law or for any loss suffered by a Fund in
connection with the matters to which their respective contracts
relate, except a loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the Adviser in the performance of its
duties or from its reckless disregard of the obligations and duties
under the applicable contract.
The term of each investment management contract expires on
December 22, 1996 and each contract will continue in effect from year
to year thereafter if approved annually by a vote of a majority of the
Independent Trustees of the Trust, on behalf of the affected Fund,
cast in person at a meeting called for the purpose of voting on such
approval, and by either a majority of the Trustees or the holders of a
majority of the affected Fund's outstanding voting securities. A
management contract may, on 60 days' written notice, be terminated at
any time without the payment of any penalty by the affected Fund by
vote of a majority of the outstanding voting
-21-
<PAGE> 379
securities of the affected Fund, by the Trustees or by the Adviser. A
management contract terminates automatically in the event of its
assignment.
Securities held by the Funds may also be held by other funds or
investment advisory clients for which the Adviser or its affiliates
provide investment advice. Because of different investment objectives
or other factors, a particular security may be bought for one or more
funds or clients when one or more are selling the same security. If
opportunities for the purchase or sale of securities by the Adviser or
for other funds or clients for which the Adviser renders investment
advice arise for consideration at or about the same time, transactions
in such securities will be made, insofar as feasible, for the
respective funds or clients in a manner deemed equitable to all of
them. To the extent that transactions on behalf of more than one
client of the Adviser or its affiliates may increase the demand for
securities being purchased or the supply of securities being sold,
there may be an adverse effect on price.
Under the investment management contracts, the Funds may use the
name "John Hancock" or any name derived from or similar to it only as
long as the applicable investment management contract or any
extension, renewal or amendment thereof remains in effect. If a
Fund's investment management contract is no longer in effect, that
Fund (to the extent that it lawfully can) will cease to use such name
or any other name indicating that it is advised by or otherwise
connected with the Adviser. In addition, the Adviser or the Life
Company may grant the non- exclusive right to use the name "John
Hancock" or any similar name to any other corporation or entity,
including but not limited to any investment company of which the Life
Company or any subsidiary or affiliate thereof or any successor to the
business of any subsidiary or affiliate thereof shall be the
investment adviser.
For the fiscal years ended March 31, 1992, 1993 and 1994,
advisory fees payable by Intermediate Government Fund to TFMC amounted
to $5,904, $6,588 and $24,447, respectively; however, a portion of
such fees was not imposed pursuant to the voluntary fee and expense
limitation arrangements then in effect (see "Financial Highlights" in
the Prospectus). For the fiscal years ended March 31, 1992, 1993 and
1994, advisory fees payable by U.S. Government Fund to TFMC amounted
to $704,437, $128,579 and $143,566, respectively.
ADMINISTRATIVE SERVICES AGREEMENT. The Trust, on behalf of the
Funds, was a party to administrative services agreements with TFMC
(the "Services Agreements"), pursuant to which TFMC performed
bookkeeping and accounting services and functions, including preparing
and maintaining various accounting books, records and other documents
and keeping such general ledgers and portfolio accounts as are
reasonably necessary for the operation of the Funds. Other
administrative services included communications in response to
shareholder inquiries and certain printing expenses of various
financial reports. In addition, such staff and office space,
facilities and equipment was provided as necessary to provide
administrative services to the Funds. The Services Agreements were
amended in connection with the appointment of the Adviser as adviser
to the Funds to permit services under the Agreements to be provided to
the Funds by the Adviser and its affiliates. The Services Agreements
were terminated during the current fiscal year.
For the fiscal years ended March 31, 1992, 1993 and 1994, the
amounts paid by Intermediate Government Fund pursuant to its Services
Agreement (before expense reimbursement) were $21,064, $21,062 and
$28,021, respectively. Of such amounts, $17,977, $17,952 and $24,751,
respectively, were paid to TFMC and $3,087, $3,110 and $3,270,
respectively, were paid for certain data processing services.
-22-
<PAGE> 380
For the fiscal years ended March 31, 1992, 1993 and 1994, U.S.
Government Fund reimbursed TFMC $14,972, $47,572 and $38,604,
respectively, for such services. Of such amounts $74,568, $37,082 and
$28,654, respectively, were paid to TFMC and $17,404, $10,490 and
$9,950, respectively, were paid for certain data processing and
pricing information services.
DISTRIBUTION CONTRACTS
DISTRIBUTION CONTRACTS. As discussed in the Prospectuses, each
Fund's shares are sold on a continuous basis at the public offering
price. John Hancock Funds, a wholly-owned subsidiary of the Adviser,
has the exclusive right, pursuant to the Distribution Contracts dated
December 22, 1994 (the "Distribution Contracts"), to purchase shares
from the Funds at net asset value for resale to the public or to
broker-dealers at the public offering price. Upon notice to all
broker-dealers ("Selling Brokers") with whom it has sales agreements,
John Hancock Funds may allow such Selling Brokers up to the full
applicable sales charge during periods specified in such notice.
During these periods, such Selling Brokers may be deemed to be
underwriters as that term is defined in the Securities Act of 1933.
The Distribution Contracts were initially adopted by the
affirmative vote of the Trust's Board of Trustees including the vote a
majority of the Independent Trustees cast in person at a meeting
called for such purpose. Each Distribution Contract shall continue in
effect until December 22, 1995 and from year to year thereafter if
approved by either the vote of the relevant Fund's shareholders or the
Board of Trustees, including the vote of a majority of the Independent
Trustees, cast in person at a meeting called for such purpose. A
Distribution Contract may be terminated at any time, without penalty,
by either party upon sixty (60) days' written notice or by a vote of a
majority of the outstanding voting securities of the relevant Fund and
terminates automatically in the case of an assignment by John Hancock
Funds.
Total underwriting commissions for sales of the Class A shares of
Intermediate Government Fund and U.S. Government Fund for the fiscal
years ended March 31, 1992 were $8,798 and $12,225; for 1993 were
$5,066 and $2,267; and for 1994 were $0 and $172, respectively. Of
the amounts, for sales of Class A shares of Intermediate Government
Fund, $1,014, $215 and $0 was retained by Transamerica Fund
Distributors, Inc., the Funds' former distributor, for the fiscal
years ended March 31, 1992, 1993 and 1994, respectively, and the
remainders were reallowed to dealers. For sales of Class A shares of
U.S. Government Fund, $1,226, $104 and $0 was retained by Transamerica
Fund Distributors, Inc. for the fiscal years ended March 31, 1992,
1993 and 1994, respectively, and the remainders were reallowed to
dealers.
DISTRIBUTION PLAN. The Board of Trustees, including the
Independent Trustees of the Trust, approved new distribution plans for
each Fund pursuant to Rule 12b-1 under the 1940 Act for Class A
shares ("Class A Plans") and Class B shares ("Class B Plans"). Such
Plans were approved by a majority of the outstanding shares of each
respective class on December 16, 1994 and became effective on December
22, 1994.
Under the Class A Plans, the distribution or service fee will not
exceed an annual rate of 0.25% of the average daily net asset value of
the Class A shares of the Funds (determined in accordance with the
appropriate Fund's Prospectus as from time to time in effect). Any
expenses under a Fund's Class A Plan not reimbursed within 12 months
of being presented to such Fund for
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<PAGE> 381
repayment are forfeited and not carried over to future years. Under
the Class B Plans, the distribution or service fee to be paid by the
Funds will not exceed an annual rate of 1.00% of the average daily net
assets of the Class B shares of the Funds (determined in accordance
with the appropriate Fund's prospectus as from time to time in
effect); provided that the portion of such fee used to cover Service
Expenses (described below) shall not exceed an annual rate of 0.25% of
the average daily net asset value of the Class B shares of the
respective Fund. Under the Class B Plans, the fee covers the
Distribution and Service Expenses (described below) and interest
expenses on unreimbursed distribution expenses. In accordance with
generally accepted accounting principles, the Funds do not treat
unreimbursed distribution expenses as a liability of the Fund and do
not reduce the current net assets of Class B shares by such amount,
although the amount may be payable in the future.
Under the Plans, expenditures shall be calculated and accrued
daily and paid monthly or at such other intervals as the Trustees
shall determine. The fee may be spent by John Hancock Funds on
Distribution Expenses or Service Expenses. "Distribution Expenses"
include any activities or expenses primarily intended to result in the
sale of shares of the relevant class of the Funds, including, but not
limited to: (i) initial and ongoing sales compensation payable out of
such fee as such compensation is received by John Hancock Funds or by
Selling Brokers, (ii) direct out-of-pocket expenses incurred in
connection with the distribution of shares, including expenses related
to printing of prospectuses and reports; (iii) preparation, printing
and distribution of sales literature and advertising material; (iv) an
allocation of overhead and other branch office expenses of John
Hancock Funds related to the distribution of Fund Shares (v)
distribution expenses that were incurred by a Fund's former
distributor and not recovered through payments under the Class A or
Class B former plans or through receipt of contingent deferred sales
charges; and (vi) in the event that any other investment company (the
"Acquired Fund") sells all or substantially all of its assets to
merges with or otherwise engages in a combination with a Fund,
distribution expenses originally incurred in connection with the
distribution of the Acquired Fund's shares. Service Expenses under
the Plans include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of John
Hancock Funds) and others who furnish personal and shareholder account
maintenance services to shareholders of the relevant class of the
Fund.
During the fiscal year ended March 31, 1994, total payments made
under the Class A Plan by U.S. Government Fund to TFMC amounted to
$43,954, and, of such amount, (1) $15,892 represented payments for
distribution and/or administrative services provided by dealers, (2)
$5,935 represented payments for services provided to new shareholders
by John Hancock Funds, (3) $6,407 represented payments for the cost of
printing and distributing Prospectuses and Statements of Additional
Information and various Fund reports to investors, (4) $12,670
represented payments for various sales literature and (5) $3,050
represented payments for advertising. There were no payments made
under the Class A Plan by Intermediate Government Trust during the
fiscal year ended March 31, 1994.
The Board of Trustees authorized two classes of shares of
beneficial interest for each Fund on July 19, 1994. Accordingly, no
payments were made under the Class B Plans during the fiscal year
ended March 31, 1994.
Each of the Plans provides that it will continue in effect only
as long as its continuance is approved at least annually by a majority
of both the Trustees and the Independent Trustees. Each of the Plans
provides that it may be terminated (a) at any time by vote of a
majority of the Trustees, a majority of the Independent Trustees, or a
majority of the respective Class'
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<PAGE> 382
outstanding voting securities or (b) by John Hancock Funds on 60 days'
notice in writing to the affected Fund. Each of the Plans further
provides that it may not be amended to increase the maximum amount of
the fees for the services described therein without the approval of a
majority of the outstanding shares of the class of the affected Fund
which has voting rights with respect to the Plan. Each of the Plans
provides that no material amendment to the Plan will, in any event, be
effective unless it is approved by a majority vote of the Trustees and
the Independent Trustees of the Trust. The holders of Class A shares
and Class B shares have exclusive voting rights with respect to the
Plan applicable to their respective class of shares of the Fund in
which they are shareholders. In adopting the Plans, the Board of
Trustees has determined that, in its judgment, there is a reasonable
likelihood that the Plans will benefit the holders of the applicable
class of shares of the Funds.
Information regarding the services rendered under the Plans and
the Distribution Contracts and the amounts paid therefor by the
respective Class of the Funds are provided to, and reviewed by, the
Board of Trustees on a quarterly basis. In its quarterly review, the
Board of Trustees considers the continued appropriateness of the Plans
and the Distribution Contracts and the level of compensation provided
therein.
When the Trust seeks an Independent Trustee to fill a vacancy or
as a nominee for election by shareholders, the selection or nomination
of the Independent Trustee is, under resolutions adopted by the
Trustees contemporaneously with their adoption of the Plans, committed
to the discretion of the Committee on Administration of the Trustees.
The members of the Committee on Administration are all Independent
Trustees and identified in this Statement of Additional Information
under the heading "Those Responsible for Management."
NET ASSET VALUE
For purposes of calculating the net asset value ("NAV") of a
Fund's shares, the following procedures are utilized wherever
applicable.
Debt investment securities are valued on the basis of valuations
furnished by a principal market maker or a pricing service, both of
which generally utilize electronic data processing techniques to
determine valuations for normal institutional size trading units of
debt securities without exclusive reliance upon quoted prices.
Short-term debt investments which have a remaining maturity of 60
days or less are generally valued at amortized cost, which the
Trustees have determined approximates market value. If market
quotations are not readily available or if in the opinion of the
Adviser any quotation or price is not representative of true market
value, the fair value of the security may be determined in good faith
in accordance with procedures approved by the Trustees.
A Fund will not price its securities on the following national
holidays: New Year's Day; Presidents' Day; Good Friday; Memorial Day;
Independence Day; Labor Day; Thanksgiving Day; and Christmas Day.
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<PAGE> 383
INITIAL SALES CHARGE ON CLASS A SHARES
The sales charges applicable to purchases of Class A shares of
the Funds are described in each Fund's Class A and Class B Prospectus.
Methods of obtaining reduced sales charges referred to generally in
the Prospectuses are described in detail below. In calculating the
sales charge applicable to current purchases of Class A shares, the
investor is entitled to cumulate current purchases with the greater of
the current value (at offering price) of the Class A shares of such
Fund, or if Investor Services is notified by the investor's dealer or
the investor at the time of the purchase, the cost of the Class A
shares owned.
COMBINED PURCHASES. In calculating the sales charge applicable
to purchases of Class A shares made at one time, the purchases will be
combined if made by (a) an individual, his or her spouse and their
children under the age of 21 purchasing securities for his or her own
account, (b) a trustee or other fiduciary purchasing for a single
trust, estate or fiduciary account and (c) certain groups of four or
more individuals making use of salary deductions or similar group
methods of payment whose funds are combined for the purchase of mutual
fund shares. Further information about combined purchases, including
certain restrictions on combined group purchases, is available from
Investor Services or a Selling Broker's representative.
WITHOUT SALES CHARGE. As described in the Prospectuses, Class A
shares of the Funds may be sold without a sales charge to certain
persons described in the Prospectuses.
ACCUMULATION PRIVILEGE. Investors (including investors combining
purchases) who are already Class A shareholders may also obtain the
benefit of the reduced sales charge by taking into account not only
the amount then being invested but also the purchase price or value of
the Class A shares already held by such person.
COMBINATION PRIVILEGE. Reduced sales charges (according to the
schedule set forth in each Fund's Class A and Class B Prospectus) also
are available to an investor based on the aggregate amount of his
concurrent and prior investments in Class A shares of such Fund and
shares of all other John Hancock funds which carry a sales charge.
LETTER OF INTENTION. The reduced sales loads are also applicable
to investments made over a specified period pursuant to a Letter of
Intention (LOI), which should be read carefully prior to its execution
by an investor. The Funds offer two options regarding the specified
period for making investments under the LOI. All investors have the
option of making their investments over a period of thirteen (13)
months. Investors who are using the Funds as a funding medium for a
qualified retirement plan, however, may opt to make the necessary
investments called for by the LOI over a forty-eight (48) month
period. These qualified retirement plans include IRAs, SEP, SARSEP,
TSA, 401(k) plans, TSA plans and 457 plans. Such an investment
(including accumulations and combinations) must aggregate $50,000 or
more invested during the specified period from the date of the LOI or
from a date within ninety (90) days prior thereto, upon written
request to Investor Services. The sales charge applicable to all
amounts invested under the LOI is computed as if the aggregate amount
intended to be invested had been invested immediately. If such
aggregate amount is not actually invested, the difference in the sales
charge actually paid and the sales charge payable had the LOI not been
in effect is due from the investor. However, for the purchases
actually made within the specified period (either 13 or 48 months),
the sales charge applicable will not be higher than that which would
have been applied (including accumulations and combinations) had the
LOI been for the amount actually invested.
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<PAGE> 384
The LOI authorizes Investor Services to hold in escrow sufficient
Class A shares (approximately 5% of the aggregate) to make up any
difference in sales charges on the amount intended to be invested and
the amount actually invested, until such investment is completed
within the specified period, at which time the escrow shares will be
released. If the total investment specified in the LOI is not
completed, the Class A shares held in escrow may be redeemed and the
proceeds used as required to pay such sales charge as may be due. By
signing the LOI, the investor authorizes Investor Services to act as
his attorney-in-fact to redeem any escrow shares and adjust the sales
charge, if necessary. A LOI does not constitute a binding commitment
by an investor to purchase, or by the Funds to sell, any additional
shares and may be terminated at any time.
DEFERRED SALES CHARGE ON CLASS B SHARES
Investments in Class B shares are purchased at net asset value
per share without the imposition of a sales charge so that applicable
Fund will receive the full amount of the purchase payment.
CONTINGENT DEFERRED SALES CHARGE. Class B shares which are
redeemed within six years of purchase will be subject to a contingent
deferred sales charge ("CDSC") at the rates set forth in each Fund's
Class A and Class B Prospectus as a percentage of the dollar amount
subject to the CDSC. The charge will be assessed on an amount equal
to the lesser of the current market value or the original purchase
cost of the Class B shares being redeemed. Accordingly, no CDSC will
be imposed on increases in account value above the initial purchase
prices, including Class B shares derived from reinvestment of
dividends or capital gains distributions.
The amount of the CDSC, if any, will vary depending on the number
of years from the time of payment for the purchase of Class B shares
until the time of redemption of such shares. Solely for purposes of
determining the number of years from the time of any payment for the
purchases of shares, all payments during a month will be aggregated
and deemed to have been made on the last day of the month.
Proceeds from the CDSC are paid to John Hancock Funds and are
used in whole or in part by John Hancock Funds to defray its expenses
related to providing distribution-related services to the Funds in
connection with the sale of the Class B shares, such as the payment of
compensation to select Selling Brokers for selling Class B shares.
The combination of the CDSC and the distribution and service fees
facilitates the ability of the Funds to sell the Class B shares
without a sales charge being deducted at the time of the purchase.
See each Fund's Class A and Class B Prospectus for additional
information regarding the CDSC.
SPECIAL REDEMPTIONS
Although it would not normally do so, each Fund has the right to
pay the redemption price of shares of the Fund in whole or in part in
portfolio securities as prescribed the Trustees. When the shareholder
sells portfolio securities received in this fashion, he would incur a
brokerage charge. Any such securities would be valued for the
purposes of making such payment at the same value as used in
determining net asset value. The Funds have elected to be governed by
Rule 18f-1 under the 1940 Act, pursuant to which each Fund is
obligated to redeem shares solely
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in cash up to the lesser of $250,000 or 1% of the net asset value of
the applicable Fund during any 90 day period for any one account.
ADDITIONAL SERVICES AND PROGRAMS
EXCHANGE PRIVILEGE. As described more fully in the Prospectuses,
the Funds permit exchanges of shares of any class of the Funds for
shares of the same class in any other John Hancock fund offering that
class.
SYSTEMATIC WITHDRAWAL PLAN. As described briefly in the Class A
and Class B Prospectuses, the Funds permit the establishment of a
Systematic Withdrawal Plan. Payments under this plan represent
proceeds arising from the redemption of Fund shares. Since the
redemption price of Fund shares may be more or less than the
shareholder's cost, depending upon the market value of the securities
owned by a Fund at the time of redemption, the distribution of cash
pursuant to this plan may result in realization of gain or loss for
purposes of Federal, state and local income taxes. The maintenance of
a Systematic Withdrawal Plan concurrently with purchases of additional
Class A or Class B shares of a Fund could be disadvantageous to a
shareholder because of the initial sales charge payable on such
purchases of Class A shares and the CDSC imposed on redemptions of
Class B shares and because redemptions are taxable events. Therefore,
a shareholder should not purchase Fund shares at the same time as a
Systematic Withdrawal Plan is in effect. The Funds reserve the right
to modify or discontinue the Systematic Withdrawal Plan of any
shareholder on 30 days' prior written notice to such shareholder, or
to discontinue the availability of such plan in the future. The
shareholder may terminate the plan at any time by giving proper notice
to Investor Services.
MONTHLY AUTOMATIC ACCUMULATION PROGRAM ("MAAP"). This program is
explained fully in each Fund's Class A and Class B Prospectus and the
Account Privileges Application. The program, as it relates to
automatic investment checks, is subject to the following conditions:
The investments will be drawn on or about the day of the month
indicated.
The privilege of making investments through the Monthly Automatic
Accumulation Program may be revoked by Investor Services without prior
notice if any investment is not honored by the shareholder's bank.
The bank shall be under no obligation to notify the shareholder as to
the non-payment of any check.
The program may be discontinued by the shareholder either by
calling Investor Services or upon written notice to Investor Services
which is received at least five (5) business days prior to the due
date of any investment.
REINVESTMENT PRIVILEGE. A shareholder who has redeemed Fund
shares may, within 120 days after the date of redemption, reinvest
without payment of a sales charge any part of the redemption proceeds
in shares of the same class of that Fund or another John Hancock
mutual fund, subject to the minimum investment limit in that fund.
The proceeds from the redemption of Class A shares may be reinvested
at net asset value without paying a sales charge in Class A shares of
the Funds or in Class A shares of another John Hancock mutual fund.
If a CDSC was paid upon a redemption, a shareholder may reinvest the
proceeds from that redemption at net asset value in additional shares
of the class from which the redemption was made. The shareholder's
account will be credited with the amount of any CDSC charged upon the
prior redemption and the
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new shares will continue to be subject to the CDSC. The holding
period of the shares acquired through reinvestment will, for purposes
of computing the CDSC payable upon a subsequent redemption, include
the holding period of the redeemed shares. The Funds may modify or
terminate the reinvestment privilege at any time.
A redemption or exchange of Fund shares is a taxable transaction
for Federal income tax purposes even if the reinvestment privilege is
exercised, and any gain or loss realized by a shareholder on the
redemption or other disposition of Fund shares will be treated for tax
purposes as described under the caption "Tax Status."
DESCRIPTION OF THE TRUST'S SHARES
Ownership in the Funds is represented by transferable shares of
beneficial interest. The Declaration of Trust permits the Trustees to
create an unlimited number of series and classes of shares of the
Trust and, with respect to each series and class, to issue an
unlimited number of full or fractional shares and to divide or combine
the shares into a greater or lesser number of shares without thereby
changing the proportionate beneficial interests of the series.
Each share of each series or class of the Trust represents an
equal proportionate interest with each other in that series or class,
none having priority or preference over other shares of the same
series or class. The interest of investors in the various series or
classes of the Trust is separate and distinct. All consideration
received for the sales of shares of a particular series or class of
the Trust, all assets in which such consideration is invested and all
income, earnings and profits derived from such investments will be
allocated to and belong to that series or class. As such, each such
share is entitled to dividends and distributions out of the net income
belonging to that series or class as declared by the Board of
Trustees. Shares of the Trust have a par value of $0.01 per share.
The assets of each series are segregated on the Trust's books and are
charged with the liabilities of that series and with a share of the
Trust's general liabilities. The Board of Trustees determines those
assets and liabilities deemed to be general assets or liabilities of
the Trust, and these items are allocated among each series in
proportion to the relative total net assets of each series. In the
unlikely event that the liabilities allocable to a series exceed the
assets of that series, all or a portion of such liabilities may have
to be borne by the other series.
Pursuant to the Declaration of Trust, the Trustees have
established six series of shares, including the Funds, and may
authorize the creation of additional series of shares (the proceeds of
which would be invested in separate, independently managed portfolios)
and additional classes within any series (which would be used to
distinguish among the rights of different categories of shareholders,
as might be required by future regulations or other unforeseen
circumstances). The four other series of Trust are John Hancock
Adjustable U.S. Government Trust, John Hancock Investment Quality Bond
Fund, John Hancock Government Securities Trust and John Hancock
Adjustable U.S. Government Fund. As of the date of this Statement of
Additional Information, the Trustees have authorized the issuance of
two classes of shares of the Funds, designated as Class A and Class B.
Class A and Class B shares of each Fund represent an equal
proportionate interest in the aggregate net asset values attributable
to that class of such Fund. Holders of Class A shares and Class B
shares each have certain exclusive voting rights on matters relating
to the Class A Plan and the Class B Plan, respectively, of the
applicable Fund. The different classes of the Funds may bear
different expenses relating to the cost of holding shareholder
meetings necessitated by the exclusive voting rights of any class of
shares.
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Dividends paid by the Funds, if any, with respect to each class
of shares will be calculated in the same manner, at the same time and
on the same day and will be in the same amount, except that (i) the
distribution and service fees relating to Class A and Class B shares
relating to Class A and Class B shares will be borne exclusively by
that Class, (ii) Class B shares will pay higher distribution and
service fees than Class A shares and (iii) each of Class A shares and
Class B shares will bear any class expenses properly allocable to such
class of shares, subject to the conditions set forth in a private
letter ruling that the Fund has received from the Internal Revenue
Service relating to its multiple-class structure. Accordingly, the
net asset value per share may vary depending whether Class A shares or
Class B shares are purchased.
VOTING RIGHTS. Shareholders are entitled to a full vote for each
full share held. The Trustees themselves have the power to alter the
number and the terms of office of Trustees, and they may at any time
lengthen their own terms or make their terms of unlimited duration
(subject to certain removal procedures) and appoint their own
successors, provided that at all times at least a majority of the
Trustees have been elected by shareholders. The voting rights of
shareholders are not cumulative, so that holders of more than 50% of
the shares voting can, if they choose, elect all Trustees being voted
upon, while the holders of the remaining shares would be unable to
elect any Trustees. Although the Trust need not hold annual meetings
of shareholders, the Trustees may call special meetings of
shareholders for action by shareholder vote as may be required by the
1940 Act or the Declaration of Trust. Also, a shareholder's meeting
must be called if so requested in writing by the holders of record of
10% or more of the outstanding shares of the Trust. In addition, the
Trustees may be removed by the action of the holders of record of
two-thirds or more of the outstanding shares.
SHAREHOLDER LIABILITY. The Declaration of Trust provides that no
Trustee, officer, employee or agent of the Trust is liable to the
Trust or any series or to a shareholder, nor is any Trustee, officer,
employee or agent liable to any third persons in connection with the
affairs of the Trust, except as such liability may arise from his or
its own bad faith, willful misfeasance, gross negligence or reckless
disregard of his duties. It also provides that all third persons
shall look solely to the particular series' property for satisfaction
of claims arising in connection with the affairs of that series. With
the exceptions stated, the Declaration of Trust provides that a
Trustee, officer, employee or agent is entitled to be indemnified
against all liability in connection with the affairs of the Trust.
As a Massachusetts business trust, the Trust is not required to
issue share certificates. The Trust shall continue without limitation
of time subject to the provisions in the Declaration of Trust
concerning termination by action of the shareholders.
Under Massachusetts law, shareholders of a Massachusetts business
trust could, under certain circumstances, be held personally liable
for acts or obligations of the trust. However, the Trust's
Declaration of Trust contains an express disclaimer of shareholder
liability for acts, obligations and affairs of the Trust. The
Declaration of Trust also provides for indemnification out of the
Trust's assets for all losses and expenses of any shareholder held
personally liable by reason of being or having been a shareholder.
Liability is therefore limited to circumstances in which the Trust
itself would be unable to meet its obligations, and the possibility of
this occurrence is remote.
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TAX STATUS
Each Fund is treated as a separate entity for accounting and tax
purposes. Each Fund has qualified and elected to be treated as a
"regulated investment company" under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), and intends to continue
to so qualify in the future. As such and by complying with the
applicable provisions of the Code regarding the sources of its income,
the timing of its distributions, and the diversification of its
assets, each Fund will not be subject to Federal income tax on its net
income (including net short- term and long-term capital gain) which is
distributed to shareholders at least annually in accordance with the
timing requirements of the Code.
Each Fund will be subject to a 4% non-deductible Federal excise
tax on certain amounts not distributed (and not treated as having been
distributed) on a timely basis in accordance with annual minimum
distribution requirements. Each Fund intends under normal
circumstances to avoid liability for such tax by satisfying such
distribution requirements.
Distributions from a Fund's current or accumulated earnings and
profits ("E&P"), as computed for Federal income tax purposes, will be
taxable as described in the Funds' Prospectuses whether taken in
shares or in cash. Distributions, if any, in excess of E&P will
constitute a return of capital, which will first reduce an investor's
tax basis in Fund shares and thereafter (after such basis is reduced
to zero) will generally give rise to capital gains. Shareholders
electing to receive distributions in the form of additional shares
will have a cost basis for Federal income tax purposes in each share
so received equal to the amount of cash they would have received had
they elected to receive the distributions in cash, divided by the
number of shares received.
For each Fund, the amount of net short-term and long-term capital
gains, if any, in any given year will vary depending upon the
Adviser's current investment strategy and whether the Adviser believes
it to be in the best interest of the Fund to dispose of portfolio
securities or enter into options or futures transactions that will
generate capital gains. At the time of an investor's purchase of Fund
shares, a portion of the purchase price is often attributable to
realized or unrealized appreciation in the Fund's portfolio.
Consequently, subsequent distributions from such appreciation may be
taxable to such investor even if the net asset value of the investor's
shares is, as a result of the distributions, reduced below the
investor's cost for such shares, and the distributions in reality
represent a return of a portion of the purchase price.
Upon a redemption of shares of a Fund (including by exercise of
the exchange privilege) a shareholder may realize a taxable gain or
loss depending upon his basis in his shares. Such gain or loss will
be treated as capital gain or loss if the shares are capital assets in
the shareholder's hands and will be long-term or short-term, depending
upon the shareholder's tax holding period for the shares. A sales
charge paid in purchasing Class A shares of a Fund cannot be taken
into account for purposes of determining gain or loss on the
redemption or exchange of such shares within 90 days after their
purchase to the extent shares of the Fund or another John Hancock Fund
are subsequently acquired without payment of a sales charge pursuant
to the reinvestment or exchange privilege. Such disregarded load will
result in an increase in the shareholder's tax basis in the shares
subsequently acquired. Also, any loss realized on a redemption or
exchange may be disallowed to the extent the shares disposed of are
replaced with other shares of the same Fund within a period of 61 days
beginning 30 days before and ending 30 days after the shares are
disposed of, such as pursuant to the Dividend Reinvestment Plan. In
such a case, the basis of the shares acquired will be adjusted to
reflect the disallowed loss. Any loss realized upon the
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redemption of shares with a tax holding period of six months or less
will be treated as a long-term capital loss to the extent of any
amounts treated as distributions of long-term capital gain with
respect to such shares.
Although its present intention is to distribute all net
short-term and long-term capital gains, if any, each Fund reserves the
right to retain and reinvest all or any portion of its "net capital
gain," which is the excess, as computed for Federal income tax
purposes, of net long-term capital gain over net short-term capital
loss in any year. The Funds will not in any event distribute net
long-term capital gains realized in any year to the extent that a
capital loss is carried forward from prior years against such gain.
To the extent such excess was retained and not exhausted by the
carryforward of prior years' capital losses, it would be subject to
Federal income tax in the hands of a Fund. Each shareholder would be
treated for Federal income tax purposes as if such Fund had
distributed to him on the last day of its taxable year his pro rata
share of such excess, and he had paid his pro rata share of the taxes
paid by the Fund and reinvested the remainder in the Fund.
Accordingly, each shareholder would (a) include his pro rata share of
such excess as long-term capital gain income in his return for his
taxable year in which the last day of the Fund's taxable year falls,
(b) be entitled either to a tax credit on his return for, or to a
refund of, his pro rata share of the taxes paid by the Fund, and (c)
be entitled to increase the adjusted tax basis for his shares in the
Fund by the difference between his pro rata share of such excess and
his pro rata share of such taxes.
For Federal income tax purposes, each Fund is permitted to carry
forward a net capital loss in any year to offset its own net capital
gains, if any, during the eight years following the year of the loss.
To the extent subsequent net capital gains are offset by such losses,
they would not result in Federal income tax liability to the
applicable Fund and, as noted above, would not be distributed as such
to shareholders. At December 31, 1994, the Intermediate Government
Fund had $735,389 of capital loss carryforwards available to offset
future net capital gains and such capital loss carryforwards expire as
follows: $28,597 in 1997 and $706,792 in 2002. At December 31, 1994,
the U.S. Government Fund had $53,533,889 of capital loss carryforwards
available to offset future net capital gains, and such capital loss
carryforwards expire as follows: $39,799,667 in 1996, $2,986,286 in
1997, $5,412,804 in 1998, $653,763 in 1999, $2,152,064 in 2000 and
$2,529,305 in 2002.
Dividends, including capital gain distributions, paid by the
Funds to their corporate shareholders will not qualify for the
corporate dividends received deduction in their hands.
Each Fund that invests in certain PIKs, zero coupon securities or
certain increasing rate securities (and, in general, any other
securities with original issue discount or with market discount if the
Fund elects to include market discount in income currently) must
accrue income on such investments prior to the receipt of the
corresponding cash payments. However, each Fund must distribute, at
least annually, all or substantially all of its net income, including
such accrued income, to shareholders to qualify as a regulated
investment company under the Code and avoid Federal income and excise
taxes. Therefore, a Fund may have to dispose of its portfolio
securities under disadvantageous circumstances to generate cash, or
may have to leverage itself by borrowing the cash, to satisfy
distribution requirements.
Different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and
post-retirement distributions and certain prohibited transactions, is
accorded to accounts maintained as qualified retirement plans.
Shareholders should consult their tax advisers for more information.
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Each Fund may be required to account for its transactions in
dollar rolls in a manner that, under certain circumstances, may limit
the extent of its participation in such transactions.
Limitations imposed by the Code on regulated investment companies
like the Funds may restrict each Fund's ability to enter into futures
and options forward transactions.
Certain options and futures transactions undertaken by a Fund may
cause the Fund to recognize gains or losses from marking to market
even though its positions have not been sold or terminated and affect
the character as long-term or short-term and timing of some capital
gains and losses realized by the Fund. Also, certain of a Fund's
losses on its transactions involving options or futures contracts
and/or offsetting portfolio positions may be deferred rather than
being taken into account currently in calculating the Fund's taxable
income or gains. Certain of the applicable tax rules may be modified
if a Fund is eligible and chooses to make one or more of certain tax
elections that may be available. These transactions may therefore
affect the amount, timing and character of a Fund's distributions to
shareholders. The Funds will take into account the special tax rules
(including consideration of available elections) applicable to options
and futures contracts in order to minimize any potential adverse tax
consequences.
The foregoing discussion relates solely to U.S. Federal income
tax law as applicable to U.S. persons (i.e., U.S. citizens or
residents and U.S. domestic corporations, partnerships, trusts or
estates) subject to tax under such law. The discussion does not
address special tax rules applicable to certain classes of investors,
such as tax-exempt entities, insurance companies, and financial
institutions. Dividends, capital gain distributions, and ownership of
or gains realized on the redemption (including an exchange) of Fund
shares may also be subject to state and local taxes. Shareholders
should consult their own tax advisers as to the Federal, state or
local tax consequences of ownership of shares of, and receipt of
distributions from, the Funds in their particular circumstances.
Non-U.S. investors not engaged in a U.S. trade or business with
which their investment in a Fund is effectively connected will be
subject to U.S. Federal income tax treatment that is different from
that described above. These investors may be subject to nonresident
alien withholding tax at the rate of 30% (or a lower rate under an
applicable tax treaty) on amounts treated as ordinary dividends from a
Fund and, unless an effective IRS Form W-8 or authorized substitute is
on file, to 31% backup withholding on certain other payments from the
Fund. Non- U.S. investors should consult their tax advisers regarding
such treatment and the application of foreign taxes to an investment
in either Fund.
The Funds are not subject to Massachusetts corporate excise or
franchise taxes. Provided that a Fund qualifies as a regulated
investment company under the Code, it will also not be required to pay
any Massachusetts income tax.
CALCULATION OF PERFORMANCE
For the 30-day period ended September 30, 1994, the annualized
yield of Intermediate Government Fund's Class A shares was 4.96%, and
for the 30-day period ended September 30, 1994, the annualized yield
of U.S. Government Fund's Class A shares was 4.97%. The average
annual total returns of the Class A shares of the Intermediate
Government Fund for the one, five and life of the Fund (November 3,
1986 (initial public offering)) periods ended September 30, 1994 were
(9.13)%, 5.73% and 6.16%, respectively. The average annual total
returns of the Class
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A shares of the U.S. Government Fund for the one, five and life of the
Fund (inception) periods ended September 30, 1994 were (9.37)%, 5.88%
and 6.20%, respectively. The performance of the Intermediate
Government Fund would be lower if the Fund's former investment adviser
did not voluntarily limit the Fund's operating expenses.
Each Fund's yield is computed by dividing net investment income
per share determined for a 30-day period by the maximum offering price
per share (which includes the full sales charge) on the last day of
the period, according to the following standard formula:
Yield = 2[(a-b + 1)6 -1]
---
cd
Where:
a= dividends and interest earned during the period.
b= net expenses accrued during the period.
c= the average daily number of Fund shares outstanding during
the period that would be entitled to receive dividends.
d= the maximum offering price per share on the last day of the
period (NAV where applicable).
Each Fund's total return is computed by finding the average
annual compounded rate of return over the 1-year, 5-year, and 10-year
periods that would equate the initial amount invested to the ending
redeemable value according to the following formula:
P (1 + T)n = ERV
P= a hypothetical initial investment of $1,000.
T= average annual total return
n= number of years
ERV= ending redeemable value of a hypothetical $1,000 investment
made at the beginning of the designated periods or fraction
thereof.
In the case of Class A shares or Class B shares, this calculation
assumes the maximum sales charge is included in the initial investment
or the CDSC is applied at the end of the period. This calculation
also assumes that all dividends and distributions are reinvested at
net asset value on the reinvestment dates during the period. The
"distribution rate" is determined by annualizing the result of
dividing the declared dividends of a Fund during the period stated by
the maximum offering price or net asset value at the end of the
period.
In addition to average annual total returns, a Fund may quote
unaveraged or cumulative total returns reflecting the simple change in
value of an investment over a stated period. Cumulative total returns
may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, and/or a
series of redemptions, over any time period. Total returns may be
quoted with or without taking a Fund's maximum sales
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<PAGE> 392
charge on Class A shares or the CDSC on Class B shares into account.
Excluding a Fund's sales charge on Class A shares and the CDSC on
Class B shares from a total return calculation produces a higher total
return figure.
From time to time, in reports and promotional literature, a
Fund's yield and total return will be compared to indices of mutual
funds and bank deposit vehicles such as Lipper Analytical Services,
Inc.'s "Lipper -- Fixed Income Fund Performance Analysis," a monthly
publication which tracks net assets, total return, and yield on
approximately 1,700 fixed income mutual funds in the United States.
Ibbotson and Associates, CDA Weisenberger and F.C. Towers are also
used for comparison purposes, as well as the Russell and Wilshire
Indices.
Performance rankings and ratings reported periodically in
national financial publications such as MONEY Magazine, FORBES,
BUSINESS WEEK, THE WALL STREET JOURNAL, MICROPAL, INC., MORNINGSTAR,
STANGER'S and BARRON'S, etc. will also be utilized.
The performance of a Fund is not fixed or guaranteed.
Performance quotations should not be considered to be representations
of performance of a Fund for any period in the future. The
performance of a Fund is a function of many factors including its
earnings, expenses and number of outstanding shares. Fluctuating
market conditions; purchases, sales and maturities of portfolio
securities; sales and redemptions of shares of beneficial interest;
and changes in operating expenses are all examples of items that can
increase or decrease a Fund's performance.
ADDITIONAL PERFORMANCE INFORMATION. The Funds may use
comparative performance information from certain industry research
materials and/or published in various periodicals. The
characteristics of the investments in such comparisons may be
different from those investments of a Fund's portfolio. In addition,
the formula used to calculate the performance statistics of such
investments may not be identical to the formula used by a Fund to
calculate its performance figures. From time to time, advertisements
or information for the Funds may include a discussion of certain
attributes or benefits to be derived by an investment in a Fund. Such
advertisements or information may include symbols, headlines or other
material which highlight or summarize the information discussed in
more detail in the communication.
The following publications, indices, averages and investments
which may be used in advertisements or information concerning the
Funds for dissemination to investors or shareholders, include but are
not limited to:
a. Lipper-Mutual Fund Performance Analysis, Lipper-Fixed Income
Analysis, and Lipper Mutual Fund indices - measure total
return and average current yield for the mutual fund
industry. Ranks individual mutual fund performance over
specified time periods assuming reinvestment of all
distributions, exclusive of any applicable sales charges.
b. CDA Mutual Fund Report, published by CDA Investment
Technologies, Inc. - analyzes price, current yield, risk,
total return, and average rate of return (average annual
compounded growth rate) over specified time periods for the
mutual fund industry.
c. Mutual Fund Source Book and "Morningstar Mutual Funds"
published by Morningstar, Inc. - analyzes price, yield,
risk, and total return for selected mutual funds. Its
ratings of 1 (low) and 5 (high) stars are based on a fund's
historical risk/
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reward ratio compared with similar funds for 3-, 5- and
10-year periods, including all sales charges and fees.
Morningstar, Inc., considered to be an expert in independent
fund performance monitoring, has consented to the use of its
ratings in Fund advertisements.
d. Financial publications: Barrons, Business Week, Personal
Finance, Financial World, Forbes, Fortune, "The Wall Street
Journal", Muni Week, Weisenberger Investment Companies
Service, Institutional Investor, and Money - rate fund
performance over specified time periods and provide other
relative performance or industry information.
e. Consumer Price Index (or Cost of Living Index), published by
the U.S. Bureau of Labor Statistics - a statistical measure
of change, over time, in the price of goods and services in
major expenditure groups.
f. Stocks, Bonds, Bills, and Inflation, published by Ibbotson
Associates - historical measure of yield, price, and total
return for common and small company stock, long-term
government bonds, Treasury bills, and inflation.
g. Savings and Loan Historical Interest Rates - as published in
the U.S. Savings & Loan League Fact Book.
h. Salomon Brothers Broad Bond Index or its component indices -
The Broad Index measures yield, price and total return for
Treasury, Agency, Corporate, and Mortgage bonds.
i. Salomon Brothers Composite High Yield Index or its component
indices - The High Yield Index measures yield, price and
total return for Long-Term High-Yield Index,
Intermediate-Term High-Yield Index and Long-Term Utility
High-Yield Index.
j. Lehman Brothers Aggregate Bond Index or its component
indices (including Municipal Bond Index) - The Aggregate
Bond Index measures yield, price and total return for
Treasury, Agency, Corporate, Mortgage Government/Corporate,
Government, Treasury, Intermediate, High Yield and Yankee
bonds.
k. Standard & Poor's Bond Indices - measure yield and price of
Corporate, Municipal, and government bonds.
l. Other taxable investments, including certificates of deposit
(CDs), money market deposit accounts (MMDAs), checking
accounts, savings accounts, money market mutual funds, and
repurchase agreements.
m. Historical data supplied by the research departments of
Lehman Hutton, First Boston Corporation, Morgan Stanley,
Salomon Brothers, Merrill Lynch, and Donaldson Lufkin and
Jenrette.
n. Donoghue's Money Fund Reports - industry averages for 7-day
annualized and compounded yields of taxable, tax-free and
government money funds.
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<PAGE> 394
o. The Value Line Mutual Fund Survey, published by Value Line,
assigns rankings of 1 (best) to 5 (worst) in terms of risk
adjusted performance covering more than 2,000 equity and
fixed income mutual funds.
In addition, advertisements and sales materials may contain
hypothetical performance examples for purposes of illustrating
reinvestment (or "compounding") of dividends at fixed rates of return
or tax advantages to be derived from deferring payment of federal (and
state) income taxes (at maximum rates) as compared to taxable
investments assuming fixed rates of return. Illustrations may also
includes (1) hypothetical investments in various retirement plans,
such as IRAs, made by investors of various ages or (2) comparisons to
retirement plans funded by annuity or bank products.
In assessing such comparisons, an investor should consider the
following factors:
a. It is generally either not possible or not practicable to
invest in an average or index of certain investments.
b. Certificates of deposit issued by banks and other depository
institutions represent an alternative income producing
product. Certificates of deposit may offer fixed or
variable interest rates and principal is guaranteed and may
be insured. Withdrawal of deposits prior to maturity will
normally be subject to a penalty. Rates offered by banks
and other depository institutions are subject to change at
any time specified by the issuing institution.
c. United States Treasury Bills, Notes or Bonds represent
alternative income producing products. Treasury obligations
are issued in selected denominations. Rates of Treasury
obligations are fixed at the time of issuance and payment of
principal and interest is backed by the full faith and
credit of the United States government. The market value of
such instruments will generally fluctuate inversely with
interest rates prior to maturity and will equal par value at
maturity.
Past performance is no guarantee of future results. In addition,
investors are advised to consult their brokers or financial advisers
when considering an investment in a Fund based upon performance
comparisons.
The composition of the investments in such indexes and the
characteristics of such benchmark investments are not identical to,
and in some cases are very different from, those of a Fund's
portfolio. These indexes and averages are generally unmanaged and the
items included in the calculations of such indexes and averages may
not be identical to the formulas used by a Fund to calculate its
performance figures.
BROKERAGE ALLOCATION
Decisions concerning the purchase and sale of portfolio
securities and the allocation of brokerage commissions are made by the
Adviser and officers of the Trust pursuant to recommendations made by
an investment committee of the Adviser, which consists of officers and
directors of the Adviser and affiliates and officers and Trustees who
are interested persons of the Trust. Orders for purchases and sales
of securities are placed in a manner which, in the opinion of the
officers of the Trust, will offer the best price and market for the
execution of each such
-37-
<PAGE> 395
transaction. Purchases from underwriters of portfolio securities may
include a commission or commissions paid by the issuer, and
transactions with dealers serving as market makers reflect a "spread."
Investments in debt securities are generally traded on a net basis
through dealers acting for their own account as principals and not as
brokers; no brokerage commissions are payable on such transactions.
Each Fund's primary policy is to execute all purchases and sales
of portfolio instruments at the most favorable prices consistent with
best execution, considering all of the costs of the transaction
including brokerage commissions. This policy governs the selection of
brokers and dealers and the market in which a transaction is executed.
Consistent with the foregoing primary policy, the Rules of Fair
Practice of the NASD and other policies that the Trustees may
determine, the Adviser may consider sales of shares of the Funds as a
factor in the selection of broker-dealers to execute the Funds'
portfolio transactions.
To the extent consistent with the foregoing, the Funds will be
governed in the selection of brokers and dealers, and the negotiation
of brokerage commission rates and dealer spreads, by the reliability
and quality of the services, including primarily the availability and
value of research information and to a lesser extent statistical
assistance furnished to the Adviser of the Funds, and their value and
expected contribution to the performance of the Funds. It is not
possible to place a dollar value on information and services to be
received from brokers and dealers, since it is only supplementary to
the research efforts of the Adviser. The receipt of research
information is not expected to reduce significantly the expenses of
the Adviser. The research information and statistical assistance
furnished by brokers and dealers may benefit the Life Company or other
advisory clients of the Adviser, and conversely, brokerage commissions
and spreads paid by other advisory clients of the Adviser may result
in research information and statistical assistance beneficial to the
Funds. The Funds will make no commitments to allocate portfolio
transactions upon any prescribed basis. While the Trust's officers
will be primarily responsible for the allocation of the Funds'
brokerage business, their policies and practices in this regard must
be consistent with the foregoing and will at all times be subject to
review by the Trustees. For the fiscal years ended March 31, 1994,
1993 and 1992, no negotiated brokerage commissions were paid on
portfolio transactions.
As permitted by Section 28(e) of the Securities Exchange Act of
1934, a Fund may pay to a broker which provides brokerage and research
services to the Fund an amount of disclosed commission in excess of
the commission which another broker would have charged for effecting
that transaction. This practice is subject to a good faith
determination by the Trustees that the price is reasonable in light of
the services provided and to policies that the Trustees may adopt from
time to time. During the fiscal year ended March 31, 1994, the Funds
did not pay commissions as compensation to any brokers for research
services such as industry, economic and company reviews and
evaluations of securities.
The Adviser's indirect parent, the Life Company, is the indirect
sole shareholder of John Hancock Freedom Securities Corporation and
its subsidiaries, three of which, Tucker Anthony Incorporated ("Tucker
Anthony") John Hancock Distributors, Inc. ("John Hancock
Distributors") and Sutro & Company, Inc. ("Sutro"), are broker-dealers
("Affiliated Brokers"). Pursuant to procedures determined by the
Trustees and consistent with the above policy of obtaining best net
results, the Fund may execute portfolio transactions with or through
Tucker Anthony or Sutro. During the year ended March 31, 1994, the
Funds did not execute any portfolio transactions with then affiliated
brokers.
-38-
<PAGE> 396
Any of the Affiliated Brokers may act as broker for a Fund on
exchange transactions, subject, however, to the general policy of the
Funds set forth above and the procedures adopted by the Trustees
pursuant to the 1940 Act. Commissions paid to an Affiliated Broker
must be at least as favorable as those which the Trustees believe to
be contemporaneously charged by other brokers in connection with
comparable transactions involving similar securities being purchased
or sold. A transaction would not be placed with an Affiliated Broker
if the Fund would have to pay a commission rate less favorable than
the Affiliated Broker's contemporaneous charges for comparable
transactions for its other most favored, but unaffiliated, customers,
except for accounts for which the Affiliated Broker acts as a clearing
broker for another brokerage firm, and any customers of the Affiliated
Broker not comparable to the Fund as determined by a majority of the
Trustees who are not interested persons (as defined in the 1940 Act)
of the Trust, the Adviser or the Affiliated Brokers. Because the
Adviser, which is affiliated with the Affiliated Brokers, has, as an
investment adviser to the Funds, the obligation to provide investment
management services, which includes elements of research and related
investment skills, such research and related skills will not be used
by the Affiliated Brokers as a basis for negotiating commissions at a
rate higher than that determined in accordance with the above
criteria. The Funds will not effect principal transactions with
Affiliated Brokers. The Funds may, however, purchase securities from
other members of underwriting syndicates of which Tucker Anthony,
Sutro and John Hancock Distributors are members, but only in
accordance with the policy set forth above and procedures adopted and
reviewed periodically by the Trustees.
For the fiscal years ended March 31, 1992, 1993 and 1994, U.S.
Government Fund paid to the former investment adviser brokerage
commissions in the amounts of $39,911, $6,395 and $5,612,
respectively. The former investment adviser did not receive any
brokerage commissions on portfolio transactions effected on behalf of
Intermediate Government Fund.
Brokerage or other transaction costs of a Fund are generally
commensurate with the rate of portfolio activity. The portfolio
turnover rates for the Funds for (a) the fiscal year ended March 31,
1993 and (b) the fiscal year ended March 31, 1994 were:
Intermediate Government Fund - (a) 73% and (b) 89%.
U.S. Government Fund - (a) 342% and (b) 264%.
TRANSFER AGENT SERVICES
John Hancock Investor Services Corporation, P.O. Box 9116,
Boston, MA 02205-9116, a wholly owned indirect subsidiary of the Life
Company, is the transfer and dividend paying agent for the Funds.
Intermediate Government Fund pays Investor Services monthly a transfer
agent fee equal to $16.00 per account for the Class A shares and
$18.50 per account for the Class B shares on an annual basis, plus
out-of-pocket expenses.
U.S. Government Fund pays Investor Services monthly a transfer
agent fee equal to $20.00 per account for the Class A shares and
$22.50 per account for the Class B shares on an annual basis, plus
out-of-pocket expenses.
CUSTODY OF PORTFOLIO
Portfolio securities of the Funds are held pursuant to a
custodian agreement between the Trust, on behalf of each Fund, and
Investors Bank and Trust ("IBT") 24 Federal Street, Boston,
Massachusetts. Under the custodian agreement, IBT performs custody,
portfolio and fund accounting services.
-39-
<PAGE> 397
INDEPENDENT AUDITORS
Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts
02116, has been selected as the independent auditors of each Fund.
The financial statements of each Fund included in its Prospectus and
this Statement of Additional Information have been audited by Ernst &
Young LLP for the periods indicated in their report thereon appearing
elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
-40-
<PAGE> 398
FINANCIAL STATEMENTS
F-1
<PAGE> 399
U.S. GOVERNMENT TRUST
STATEMENT OF NET ASSETS
UNAUDITED
September 30, 1994
<TABLE>
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT AND U.S. GOVERNMENT AGENCY OBLIGATIONS - 106.13%
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 66.54%
7.000% due 05/15/24........................................................................... $1,558,542 $ 1,409,506
7.500% with various maturities to 05/15/24.................................................... 2,519,476 2,362,009
8.000% due 05/15/24........................................................................... 2,472,639 2,391,506
8.500% due 05/15/24........................................................................... 3,510,849 3,496,587
9.000% with various maturities to 06/15/17.................................................... 4,210,709 4,306,767
9.500% due 10/15/19........................................................................... 10,923 11,466
12.000% due 01/15/15.......................................................................... 810 912
13.000% with various maturities to 08/15/15................................................... 128,321 140,112
GPMs (Graduated Payment Mortgages)
15.000% with various maturities to 09/15/12................................................... 6,523 7,204
15.500% with various maturities to 11/15/11................................................... 83,387 91,908
-----------
14,217,977
U.S. TREASURY BONDS - 39.59%
12.625% due 05/15/95(A)....................................................................... 8,100,000 8,459,640
-----------
TOTAL U.S. GOVERNMENT AND U.S. GOVERNMENT AGENCY OBLIGATIONS
(Cost $23,072,980)............................................................................ 22,677,617
SHORT-TERM OBLIGATIONS - 2.07%
REPURCHASE AGREEMENT - 2.07%
Texas Commerce Bank 4.250% due 10/03/94 (dated 09/30/94). Collateralized by $450,192 value,
U.S. Treasury Note 5.500% due 04/30/96. (Repurchase proceeds $441,156)
(Cost $441,052)............................................................................... 441,000 441,052
-----------
TOTAL INVESTMENTS - 108.20%
(Cost $23,514,032)............................................................................ 23,118,669
CASH AND OTHER ASSETS, LESS LIABILITIES - (8.20)%............................................. (1,751,815)
NET ASSETS, at value, equivalent to $7.61 per share for 2,809,181 shares
($.01 par value) outstanding - 100.00%...................................................... $21,366,854
===========
</TABLE>
(A) Long-term obligations that will mature in less than one year.
See Notes to Financial Statements.
4
<PAGE> 400
STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
UNAUDITED
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Six Months Ended September 30, 1994
<S> <C> <C>
INVESTMENT INCOME
Interest.......................................... $ 982,894
EXPENSES
Management fees................................... $ 72,124
Distribution expenses............................. 25,212
Administrative service fees....................... 21,215
Interest expense.................................. 13,863
Registration fees................................. 11,928
Audit fees........................................ 10,797
Custodian fees.................................... 10,552
Transfer agent fees............................... 6,868
Shareholder reports............................... 5,196
Miscellaneous..................................... 3,536 181,291
----------- -----------
NET INVESTMENT INCOME 801,603
REALIZED AND UNREALIZED
GAIN (LOSS) ON SECURITIES
Net realized gain (loss) on:
Investments..................................... (2,206,298)
Futures contracts............................... 17,960 (2,188,338)
-----------
Net change in unrealized
appreciation
(depreciation) of:
Investments..................................... 1,151,892
Futures contracts............................... (13,750) 1,138,142
----------- -----------
NET REALIZED AND
UNREALIZED LOSS ON
SECURITIES...................................... (1,050,196)
-----------
DECREASE IN NET ASSETS
RESULTING FROM
OPERATIONS...................................... $ (248,593)
===========
</TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, MARCH 31,
1994 1994
------------- -----------
<S> <C> <C>
OPERATIONS
Net investment income............................... $ 801,603 $ 1,515,561
Net realized gain (loss) on
securities........................................ (2,188,338) 205,404
Net change in unrealized
appreciation (depreciation)
of securities..................................... 1,138,142 (1,650,540)
----------- -----------
Increase (decrease) in net
assets resulting from
operations........................................ (248,593) 70,425
DISTRIBUTIONS TO
SHAREHOLDERS
From net investment
income............................................ (801,603) (1,576,907)
In excess of net investment
income............................................ (40,072) (11,242)
----------- -----------
Total distributions to
shareholders...................................... (841,675) (1,588,149)
SHARE TRANSACTIONS
Increase (decrease) in shares
outstanding....................................... (1,283,215) 7,098,572
----------- -----------
Increase (decrease) in
net assets........................................ (2,373,483) 5,580,848
NET ASSETS
Beginning of period................................. 23,740,337 18,159,489
----------- -----------
End of period....................................... $21,366,854 $23,740,337
=========== ===========
</TABLE>
See Notes to Financial Statements.
5
<PAGE> 401
FINANCIAL HIGHLIGHTS
UNAUDITED
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED MARCH 31,
SEPTEMBER 30, --------------------------------------------------
1994(1) 1994 1993 1992(2) 1991 1990
------------- ------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Per share income and capital changes for a share
outstanding during each period:
Net asset value, beginning of period.............................. $ 7.98 $ 8.49 $ 8.16 $ 8.34 $ 8.18 $ 8.38
INCOME FROM INVESTMENT OPERATIONS
Net investment income............................................. 0.28 0.58 0.61 0.87 0.90 0.89
Net realized and unrealized gain (loss) on securities............. (0.36) (0.48) 0.43 (0.22) 0.11 (0.24)
------- ------- ------- ------- -------- --------
Total from Investment Operations................................ (0.08) 0.10 1.04 0.65 1.01 0.65
LESS DISTRIBUTIONS
Dividends from net investment income.............................. (0.28) (0.61) (0.71) (0.83) (0.85) (0.85)
Dividends in excess of net investment income...................... (0.01) - - - - -
------- ------- ------- ------- -------- --------
Total Distributions............................................. (0.29) (0.61) (0.71) (0.83) (0.85) (0.85)
------- ------- ------- ------- -------- --------
Net asset value, end of period.................................... $ 7.61 $ 7.98 $ 8.49 $ 8.16 $ 8.34 $ 8.18
======= ======= ======= ======= ======== ========
TOTAL RETURN(3)................................................... (0.94)% 1.05% 13.13% 8.05% 13.04% 7.83%
======= ======= ======= ======= ======== ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to average net assets................. 0.76% 1.37% 1.31% 1.08% 1.13% 1.08%
Ratio of interest expense to average net assets................... 0.06% 0.04% - 0.17% - -
------- ------- ------- ------- -------- --------
Ratio of total expenses to average net assets..................... 0.82% 1.41% 1.31% 1.25% 1.13% 1.08%
Ratio of net investment income to average net assets.............. 3.62% 6.86% 7.07% 10.48% 10.72% 10.46%
Portfolio turnover................................................ 255% 264% 342% 179% 154% 244%
Net Assets, end of period (in thousands).......................... $21,367 $23,740 $18,159 $21,184 $123,493 $154,472
Debt outstanding at end of period (in thousands)(4)............... $ 0 $ 0 - $ 0 - -
Average daily amount of debt outstanding during the
period (in thousands) (4)....................................... $ 739 $ 341 - $ 4,172 - -
Average monthly number of shares outstanding during
the period (in thousands)....................................... 2,849 2,604 - 13,081 - -
Average daily amount of debt outstanding per share during
the period (4).................................................. $ 0.26 $ 0.13 - $ 0.32 - -
</TABLE>
(1) Financial highlights, including total return, have not been annualized.
(2) Per share information has been calculated using the average number of shares
outstanding.
(3) Total return does not include the effect of the initial sales charge.
(4) Debt outstanding consists of reverse repurchase agreements entered into
during the period.
See Notes to Financial Statements.
6
<PAGE> 402
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
September 30, 1994
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Transamerica Bond Fund (the ``Trust'') is a diversified open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, the Trust has operated as a series fund,
currently issuing six series of shares. Transamerica U.S. Government Trust (the
``Fund''), formerly Transamerica Government Income Trust, is one of the series
of the Trust.
On February 15, 1994, the Board of Trustees, on behalf of the Fund,
approved and authorized, effective May 1, 1994, the designation of all existing
issued and outstanding shares of the Fund as ``Class A Shares.'' Class A Shares
purchased on and following the effective date are subject to an initial sales
charge of up to 4.75% and a 12b-1 distribution plan. On September 30, 1994, the
Fund commenced issuing a second class of shares. The new Class B Shares are
subject to a contingent deferred sales charge and a separate 12b-1 distribution
plan. There were no Class B Shares issued to the public during the six months
ended September 30, 1994; therefore, all information in this report refers to
the Class A Shares only. The following is a summary of significant accounting
policies consistently followed by the Fund.
(1) Securities for which over-the-counter market quotations are readily
available are valued at the last reported bid price or at quotations provided by
market makers. Interest rate futures contracts and options on interest rate
futures are valued based on their daily settlement price. Securities for which
market quotations are not readily available are valued at a fair value as
determined in good faith by the Trust's Board of Trustees. Short-term
investments are valued at amortized cost (original cost plus amortized discount
or accrued interest).
(2) The Fund may enter into futures contracts for delayed delivery of
securities on a future date at a specified price. Initial margin deposits made
upon entering into futures contracts and options on futures contracts are
maintained by the Fund's custodian in segregated asset accounts. During the
period the futures contract is open, changes in the value of the contract are
recognized as unrealized gains or losses by ``marking to market'' on a daily
basis to reflect the market value of the contract at the end of each day's
trading. Variation margin payments are received or made, depending upon whether
unrealized gains or losses are incurred. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the proceeds
from (or cost of) the closing transaction and the Fund's basis in the contract.
(3) The Fund may enter into reverse repurchase agreements which involve
the sale of securities held by the Fund to a bank or securities firm with an
agreement that the Fund will buy back the securities at a fixed future date at a
fixed price plus an agreed amount of ``interest'' which may be reflected in the
repurchase price. Reverse repurchase agreements are considered to be borrowings
by the Fund and the Fund will use the proceeds obtained from the sale of
securities to purchase other investments.
(4) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, the
debt discounts are amortized using the straight-line method. Realized gains and
losses from security transactions are determined on the basis of identified cost
for both financial reporting and federal income tax purposes.
(5) Income dividends are declared daily by the Fund and paid or reinvested
at net asset value monthly. Other distributions are recorded on the ex-dividend
date and may be reinvested at net asset value. Income and capital gain
distributions are determined in accordance with income tax regulations which may
differ from generally accepted accounting principles. Distributions payable to
shareholders at September 30, 1994 were $94,701.
(6) No provision for federal income taxes has been made since it is the
Fund's intention to distribute all of its taxable income and profits to its
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code.
The Fund's tax year end is December 31. For federal income tax purposes,
at December 31, 1993, the Fund had an accumulated net realized capital loss
carryforward of approximately $51,005,000. The loss carryforward will expire as
follows: $39,800,000 - 1996, $2,986,000 - 1997, $5,413,000 - 1998, $654,000 -
1999 and $2,152,000 - 2000.
(7) The Fund reports custodian fees net of credits and charges resulting
from cash positions in the custodial accounts greater than or less than the
amounts required to settle portfolio transactions. For the six months ended
September 30, 1994, these amounts were $3,397 and $3,534, respectively.
(8) With respect to U.S. government and U.S. government agency securities
`in which the Fund may invest, only U.S. Treasury and Government National
Mortgage Association (GNMA) issues are backed by the full faith and credit of
the U.S. government. All other government issues are backed by the issuing
agencies and their general ability to borrow from the U.S. government. Options
and futures contracts on U.S. government securities are not issues of, nor
guaranteed by the U.S. government or its agencies.
7
<PAGE> 403
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
Continued
NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund's management fee is payable monthly to Transamerica Fund Management
Company (TFMC). The management fee is calculated based on the following
schedule:
<TABLE>
<CAPTION>
AVERAGE DAILY NET ASSETS ANNUAL RATE
------------------------ -----------
<S> <C>
First $200 million 0.650%
Next $300 million 0.625%
Over $500 million 0.600%
</TABLE>
At September 30, 1994, the management fee payable to TFMC was $11,494.
TFMC provides administrative services to the Fund pursuant to an
administrative service agreement. During the six months ended September 30,
1994, the Fund paid or accrued $15,681 to TFMC for these services, of which
$2,811 was payable at September 30, 1994.
During the six months ended September 30, 1994, Transamerica Fund
Distributors, Inc. (the ``Distributor''), an affiliate of TFMC, as principal
underwriter, retained $2,180 as its portion of the commissions charged on sales
of shares of the Fund. At September 30, 1994, receivables from and payables to
the Distributor for Fund share transactions were $9,526 and $18,504,
respectively.
The Fund paid no compensation directly to any officer. Certain officers and
a trustee of the Trust are affiliated with TFMC.
During the six months ended September 30, 1994, the Fund paid legal fees of
$880 to Baker & Botts. A partner with Baker & Botts is an officer of the Trust.
NOTE C - COST, PURCHASES AND SALES OF INVESTMENT SECURITIES
During the six months ended September 30, 1994, purchases and sales of
securities, other than short-term obligations, aggregated $60,208,006 and
$58,756,953, respectively. At September 30, 1994, payables to brokers for
securities purchased were $2,067,000.
At September 30, 1994, the identified cost of total investments owned is
the same for both financial reporting and federal income tax purposes. At
September 30, 1994, the gross unrealized appreciation and gross unrealized
depreciation of investments for federal income tax purposes were $3,211 and
$398,574, respectively.
NOTE D - PLAN OF DISTRIBUTION
Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund is
authorized to finance activities related to the distribution of its shares. The
distribution plan, together with the initial sales charge on shares sold,
complies with the regulations covering maximum sales charges assessed by mutual
funds distributed through securities dealers that are NASD members. The plan
permits the Fund to make payments to the Distributor up to 0.25% annually of
average daily net assets for certain distribution costs such as service fees
paid to dealers, production and distribution of prospectuses to prospective
investors, services provided to new and existing shareholders and other
distribution related activities. During the six months ended September 30, 1994,
the Fund made payments to the Distributor of $25,212 related to the above
activities, of which $13,576 was payable at September 30, 1994.
8
<PAGE> 404
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
Continued
NOTE E - SHARE AND RELATED TRANSACTIONS
A summary of share transactions follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 1994 MARCH 31, 1994
-------------------------- ------------------------
SHARES DOLLARS SHARES DOLLARS
--------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Shares sold.......................................................... 216,408 $ 1,686,038 1,260,831 $10,724,985
Shares issued in reinvestment of distributions....................... 32,931 255,334 51,515 433,356
Shares redeemed...................................................... (413,885) (3,224,587) (478,553) (4,059,769)
-------- ----------- --------- -----------
Net increase (decrease) in shares outstanding........................ (164,546) $(1,283,215) 833,793 $ 7,098,572
======== =========== ========= ===========
</TABLE>
The components of net assets at September 30, 1994, are as follows:
<TABLE>
<S> <C>
Capital paid-in (unlimited number of shares authorized)............................................................. $75,269,620
Accumulated net realized loss on investments and futures contracts.................................................. (53,507,403)
Net unrealized depreciation of investments.......................................................................... (395,363)
-----------
NET ASSETS.......................................................................................................... $21,366,854
===========
</TABLE>
9
<PAGE> 405
GOVERNMENT SECURITIES
<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
March 31, 1994
FACE
ISSUER AMOUNT VALUE
- -----------------------------------------------------------
<S> <C> <C>
U. S. GOVERNMENT AND
- --------------------
U.S. GOVERNMENT
- ---------------
AGENCY OBLIGATIONS -
- --------------------
96.39%
- ------
FEDERAL HOME
LOAN MORTGAGE
CORPORATION - 22.29%
CMO - Planned
Amortization Class
2.500% due 04/15/11 ........... $ 5,277,805 $ 4,789,608
4.500% due 08/25/20 ........... 23,000,000 18,500,625
5.000% due 10/15/20 ........... 17,000,000 14,343,750
5.800% due 09/15/21 ........... 23,271,073 21,402,115
6.000% with various
maturities to 11/15/23 ....... 69,210,000 62,357,944
6.500% with various
maturities to 12/15/23 ....... 16,939,000 14,974,224
------------
TOTAL FEDERAL HOME LOAN
MORTGAGE CORPORATION
(Cost $142,324,570) ............ 136,368,266
FEDERAL
NATIONAL MORTGAGE
ASSOCIATION - 15.28%
6.000% with various
maturities to 12/01/23 ....... 41,273,556 36,965,629
CMO - Planned Amortization Class
6.500% with various
maturities to 03/25/24 ....... 64,629,000 56,558,504
------------
TOTAL FEDERAL NATIONAL
MORTGAGE ASSOCIATION
(Cost $100,943,999) ............ 93,524,133
GOVERNMENT
NATIONAL MORTGAGE
ASSOCIATION - 7.89%
6.500% with various
maturities to 01/15/24 ....... 45,100,000 41,463,812
7.000% due 11/15/22 ........... 778,717 742,215
8.000% with various
maturities to 03/15/08 ....... 459,597 468,933
9.500% due 10/15/19 ........... 483 512
10.000% due 08/15/19 ........... 223,559 242,631
11.000% due 01/15/14 ........... 3,111,226 3,517,631
12.000% with various
maturities to 05/15/15 ....... 48,673 55,294
13.000% with various
maturities to 08/15/15 ....... 236,297 261,021
15.000% with various
maturities to 10/15/12 ....... 170,786 188,613
GPMs (Graduated Payment Mortgages)
11.500% due 08/15/10 ........... 103,558 115,080
12.250% due 05/15/15 ........... 12,506 13,792
14.000% with various
maturities to 07/15/12 ....... 104,351 116,548
14.500% with various
maturities to 10/15/12 ....... 238,470 266,267
15.000% with various
maturities to 09/15/12 ....... 286,861 320,299
15.500% with various
maturities to 11/15/11 ....... 460,180 512,813
------------
TOTAL GOVERNMENT
NATIONAL MORTGAGE
ASSOCIATION
(Cost $49,748,217) ............. 48,285,461
</TABLE>
6
<PAGE> 406
<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
Continued
FACE
ISSUER AMOUNT VALUE
- -----------------------------------------------------------
<S> <C> <C>
TENNESSEE VALLEY
AUTHORITY - 3.55%
7.250% due 07/15/43 ........... 12,000,000 11,073,600
8.625% due 11/15/29 ........... 10,000,000 10,643,750
------------
TOTAL TENNESSEE VALLEY
AUTHORITY
(Cost $22,521,511) ............. 21,717,350
U.S. TREASURY
SECURITIES - 47.38%
Bonds
7.125% due 02/15/23 ........... 17,500,000 17,297,000
14.250% due 02/15/02 ........... 20,000,000 29,390,400
15.750% due 11/15/01 ........... 29,475,000 45,710,125
Notes
4.625% due 02/29/96 ........... 35,000,000 34,675,550
5.750% due 08/15/03 ........... 20,000,000 18,547,800
13.125% due
05/15/94(A)(B) ................ 142,750,000 144,270,288
------------
TOTAL U.S. TREASURY
SECURITIES
(Cost $305,736,214) ............ 289,891,163
------------
TOTAL U.S. GOVERNMENT
AND U.S. GOVERNMENT
AGENCY OBLIGATIONS
(Cost $621,274,511) ............ 589,786,373
OUTSTANDING CALL OPTIONS
PURCHASED - 0.06%
EXPIRATION MONTH/ NUMBER OF
STRIKE PRICE CONTRACTS(C)
- ----------------- ------------
U.S. Treasury Bond
Futures
Apr/107 ...................... 400 350,000
U.S. Treasury Ten Year
Note Futures
Apr/107 ...................... 9 4,500
------------ ------------
TOTAL OUTSTANDING CALL
OPTIONS PURCHASED
(Cost $425,357) ................ 409 354,500
SHORT-TERM
- ----------
OBLIGATIONS - 2.74%
- -------------------
REPURCHASE
- ----------
AGREEMENTS - 2.74%
- ------------------
Kidder Peabody 3.650%
due 04/05/94 (dated
03/29/94). Collateralized
by $10,296,403 value,
Federal Home Loan
Mortgage Corp. ARM
7.580% due 09/01/20.
(Repurchase proceeds
$10,007,097). ................ $ 10,000,000 10,003,042
Morgan Stanley 3.600%
due 04/04/94 (dated
03/31/94). Collateralized
by $6,911,487 value,
Federal Home Loan
Mortgage Corp. ARM
5.246% due 06/01/30.
(Repurchase proceeds
$6,778,710). ................. 6,776,000 6,776,678
------------
TOTAL SHORT-TERM
OBLIGATIONS
(Cost $16,779,720) ............. 16,779,720
------------
TOTAL INVESTMENTS - 99.19%
(Cost $638,479,588) ............ 606,920,593
CASH AND OTHER ASSETS,
LESS LIABILITIES - 0.81% ....... 4,944,198
------------
NET ASSETS, at value,
equivalent to $7.89 per
share for 77,510,708
shares ($.01 par value)
outstanding - 100.00% ....... 611,864,791
============
<FN>
(A) U.S. Treasury Note Securities with a value of $6,063,900
owned by the Fund were designated as margin deposits for
futures contracts at March 31, 1994.
(B) Long-term obligations that will mature in less than one year.
(C) Each contract represents $100,000 in par value.
</TABLE>
7
<PAGE> 407
<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
March 31, 1994
<S> <C> <C>
ASSETS
Investments at value (cost $638,479,588)........................ $606,920,593
Cash............................................................ 602,702
Receivable for:
Investments sold.............................................. $138,594,275
Interest...................................................... 11,836,680
Shares sold................................................... 90,290
Variation margin on futures contracts......................... 15,156 150,536,401
------------
Other assets.................................................... 312,052
------------
Total Assets.................................................. 758,371,748
LIABILITIES
Payable for:
Investments purchased......................................... 142,690,644
Dividends..................................................... 2,155,459
Shares repurchased............................................ 588,080 145,434,183
------------
Payable to Investment Adviser for:
Distribution expenses......................................... 403,487
Management fees............................................... 335,488
Administrative service fees................................... 43,353 782,328
------------
Other accrued expenses.......................................... 290,446
------------
Total Liabilities............................................. 146,506,957
------------
NET ASSETS, at value, equivalent to $7.89 per share for
77,510,708 shares ($.01 par value) outstanding............... $611,864,791
============
</TABLE>
See Notes to Financial Statements
8
<PAGE> 408
STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
STATEMENT OF OPERATIONS
Year Ended March 31, 1994
<S> <C> <C>
INVESTMENT INCOME
Interest ........................ $ 60,680,391
EXPENSES
Management fees ................. $ 4,328,830
Distribution expenses ........... 1,649,416
Transfer agent fees ............. 1,058,456
Administrative service fees ..... 329,407
Custodian fees .................. 176,218
Interest expense ................ 170,870
Audit and legal fees ............ 120,655
Insurance expense ............... 63,421
Shareholder reports ............. 54,033
Registration fees ............... 39,198
Trustees' fees and expenses ..... 26,337
Miscellaneous ................... 50,052 8,066,893
------------ ------------
NET INVESTMENT
INCOME ....................... 52,613,498
REALIZED AND UNREALIZED
GAIN (LOSS) ON SECURITIES
Net realized gain (loss) on:
Investments ................... (10,726,957)
Futures contracts ............. 4,449,034 (6,277,923)
------------
Net change in unrealized
appreciation
(depreciation) of:
Investments ................... (35,680,658)
Futures contracts ............. 1,579,250 (34,101,408)
------------ ------------
NET REALIZED AND
UNREALIZED LOSS ON
SECURITIES .................... (40,379,331)
------------
INCREASE IN NET ASSETS
RESULTING FROM
OPERATIONS .................... 12,234,167
============
</TABLE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
YEAR ENDED MARCH 31,
----------------------------
1994 1993
------------- ------------
<S> <C> <C>
OPERATIONS
Net investment income ....... $ 52,613,498 $ 58,402,781
Net realized gain (loss)
on securities ............. (6,277,923) 21,511,409
Net change in unrealized
appreciation
(depreciation) of
securities ................ (34,101,408) 14,617,499
------------- ------------
Increase in net assets
resulting from
operations ................ 12,234,167 94,531,689
DISTRIBUTIONS TO
SHAREHOLDERS
From net investment
income .................... (52,613,498) (61,306,615)
In excess of net
investment income ......... (246,503) -
------------- ------------
Total distributions
to shareholders ......... (52,860,001) (61,306,615)
SHARE TRANSACTIONS
Decrease in shares
outstanding ............... (65,935,486) (40,444,234)
------------- ------------
Decrease in net assets ...... (106,561,320) (7,219,160)
NET ASSETS
Beginning of year ........... 718,426,111 725,645,271
------------- ------------
End of year ................. $ 611,864,791 $718,426,111
============= ============
</TABLE>
See Notes to Financial Statements.
9
<PAGE> 409
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
YEAR ENDED MARCH 31,
-------------------------------------------------------
1994 1993 1992 1991 1990
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Per share income and capital changes
for a share outstanding during each year:
Net asset value, beginning of year ........................ $ 8.41 $ 8.04 $ 8.03 $ 7.87 $ 8.17
INCOME FROM INVESTMENT OPERATIONS
Net investment income ..................................... 0.64 0.66 0.87 0.89 0.88
Net realized and unrealized gain (loss) on securities ..... (0.52) 0.40 (0.09) 0.14 (0.27)
-------- -------- -------- -------- --------
Total from Investment Operations .......................... 0.12 1.06 0.78 1.03 0.61
LESS DISTRIBUTIONS
Dividends from net investment income ...................... (0.64) (0.69) (0.77) (0.87) (0.88)
Returns of capital ........................................ - - - - (0.03)
-------- -------- -------- -------- --------
Total Distributions ..................................... (0.64) (0.69) (0.77) (0.87) (0.91)
-------- -------- -------- -------- --------
Net asset value, end of year .............................. $ 7.89 $ 8.41 $ 8.04 $ 8.03 $ 7.87
======== ======== ======== ======== ========
TOTAL RETURN(1) ........................................... 1.26% 13.68% 10.09% 13.87% 7.54%
======== ======== ======== ======== ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to average net assets ......... 1.14% 1.17% 1.21% 1.11% 1.09%
Ratio of interest expense to average net assets ........... 0.02% 0.27% 0.32% - -
-------- -------- -------- -------- --------
Ratio of total expenses to average net assets ............. 1.16% 1.44% 1.53% 1.11% 1.09%
Ratio of net investment income to average net assets ...... 7.60% 7.93% 10.63% 11.13% 10.58%
Portfolio turnover ........................................ 453% 322% 199% 117% 292%
Net Assets, end of year (in thousands) .................... $611,865 $718,426 $725,645 $771,826 $871,636
Debt outstanding at end of year (in thousands)(2) ......... $ 0 $ 0 $ 94,451 - -
Average daily amount of debt outstanding during
the year (in thousands)(2) .............................. $ 5,912 $ 54,774 $ 55,898 - -
Average monthly number of shares outstanding
during the year (in thousands) .......................... 82,398 88,348 92,144 - -
Average daily amount of debt outstanding
per share during the year(2) ............................ $ 0.07 $ 0.62 $ 0.61 - -
<FN>
(1) Total return does not include the effect of the initial sales charge.
(2) Debt outstanding consists of reverse repurchase agreements entered into during the year.
</TABLE>
See Notes to Financial Statements
10
<PAGE> 410
NOTES TO FINANCIAL STATEMENTS
March 31, 1994
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Transamerica Bond Fund (the "Trust") is a diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, the Trust has operated as a series fund,
currently issuing six series of shares. The following is a summary of
significant accounting policies consistently followed by Transamerica
Government Securities Trust (the "Fund"), a series of the Trust.
(1) Securities for which over-the-counter market quotations are readily
available are valued at the last reported bid price or at quotations provided
by market makers. Interest rate futures contracts and options on interest rate
futures are valued based on their daily settlement price. Securities for which
market quotations are not readily available are valued at a fair value as
determined in good faith by the Trust's Board of Trustees. Options are valued
at the last reported sale price or, if no sales are reported, at the mean
between the last reported bid and asked prices. Short-term investments are
valued at amortized cost (original cost plus amortized discount or accrued
interest).
(2) The premium paid by the Fund for the purchase of a call or put
option is recorded as an investment and subsequently "marked to market" to
reflect the current market value of the option purchased. If an option which
the Fund has purchased expires on the stipulated expiration date, the Fund
realizes a loss in the amount of the cost of the option. If the Fund enters
into a closing transaction, it realizes a gain (loss) if the proceeds from the
sale are greater (less) than the cost of the option purchased. If the Fund
exercises a put option, it realizes a gain or loss from the sale of the
underlying security and the proceeds from such sale will be decreased by the
premium originally paid. If the Fund exercises a call option, the cost of the
security purchased upon exercise is increased by the premium originally paid.
(3) The Fund may enter into futures contracts for delayed delivery of
securities on a future date at a specified price. Initial margin deposits made
upon entering into futures contracts and options on futures contracts are
maintained by the Fund's custodian in segregated asset accounts. During the
period the futures contract is open, changes in the value of the contract are
recognized as unrealized gains or losses by "marking to market" on a daily
basis to reflect the market value of the contract at the end of each day's
trading. Variation margin payments are received or made, depending upon whether
unrealized gains or losses are incurred. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the proceeds
from (or cost of) the closing transaction and the Fund's basis in the contract.
(4) The Fund may enter into reverse repurchase agreements which involve
the sale of securities held by the Fund to a bank or securities firm with an
agreement that the Fund will buy back the securities at a fixed future date at
a fixed price plus an agreed amount of "interest" which may be reflected in the
repurchase price. Reverse repurchase agreements are considered to be borrowings
by the Fund and the Fund will use the proceeds obtained from the sale of
securities to purchase other investments.
(5) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. For financial reporting purposes, debt
discounts are amortized using the straight-line method. Realized gains and
losses from security transactions are determined on the basis of identified
cost for both financial reporting and federal income tax purposes.
(6) Income dividends are declared daily by the Fund and paid or
reinvested at net asset value monthly. Other distributions are recorded by the
Fund on the ex-dividend date and may be reinvested at net asset value.
Effective April 1, 1993, the Fund adopted Statement of Position 93-2,
"Determination, Disclosure and Financial Statement Presentation of Income,
Capital Gains and Return of Capital Distributions by Investment Companies." As
a result of this statement, the Fund changed the classification of
distributions to shareholders to better disclose the differences between
financial statement amounts and distributions determined and reported in
accordance with income tax regulations. Accordingly, the Fund reclassified
$5,399 and $36,396 from undistributed net investment income and undistributed
net realized losses, respectively, to additional paid-in capital. Net
investment income, net realized losses and net assets were not affected by this
change.
(7) No provision for federal income taxes has been made since it is the
Fund's intention to distribute all of its taxable income and profits to its
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code.
11
<PAGE> 411
NOTES TO FINANCIAL STATEMENTS
Continued
NOTE A (Continued)
The Fund's tax year end is December 31. For federal income tax
purposes, at December 31, 1993, the Fund had an accumulated net realized
capital loss carryforward of approximately $308,200,000. The loss carryforward
will expire as follows: $231,900,000 - 1996, $50,300,000 - 1997, $19,100,000 -
1998, and $6,900,000 - 1999.
(8) The Fund reports custodian fees net of credits and charges
resulting from cash positions in the custodial accounts greater than or less
than the amounts required to settle portfolio transactions. For the year ended
March 31, 1994, these amounts were $27,051 and $17,104, respectively.
(9) With respect to U.S. government and U.S. government agency
securities in which the Fund may invest, only U.S. Treasury and Government
National Mortgage Association (GNMA) issues are backed by the full faith and
credit of the U.S. government. All other government issues are backed by the
issuing agencies and their general ability to borrow from the U.S. government.
Options and futures contracts on U.S. government securities are not issues of,
or guaranteed by, the U.S. government or its agencies.
<TABLE>
NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund's management fee is payable monthly to Transamerica Fund Management
Company (the "Investment Adviser"). The management fee is calculated based on
the following schedule:
<CAPTION>
AVERAGE DAILY NET ASSETS ANNUAL RATE
------------------------ -----------
<S> <C>
First $200 million 0.650%
Next $300 million 0.625%
Over $500 million 0.600%
</TABLE>
The Investment Adviser provides administrative services to the Fund
pursuant to an administrative service agreement. During the year ended March
31, 1994, the Fund paid or accrued $278,168 to the Investment Adviser for these
services.
During the year ended March 31, 1994, Transamerica Fund Distributors,
Inc. (the "Distributor"), an affiliate of the Investment Adviser, as principal
underwriter, retained $173,929 as its portion of the commissions charged on
sales of shares of the Fund.
The Fund paid no compensation directly to any officer. Certain officers
and a trustee of the Fund are affiliated with the Investment Adviser.
During the year ended March 31, 1994, the Fund paid legal fees of
$48,355 to Baker & Botts. A partner with Baker & Botts is an officer of the
Trust.
NOTE C - COST, PURCHASES AND SALES OF INVESTMENT SECURITIES
During the year ended March 31, 1994, purchases and sales of securities other
than short-term obligations, aggregated $3,192,698,719 and $3,335,644,708,
respectively.
At March 31, 1994, the identified cost of total investments owned is
the same for both financial reporting and federal income tax purposes. At March
31, 1994, the gross unrealized appreciation and gross unrealized depreciation
of investments and futures contracts for federal income tax purposes were
$1,639,275 and $31,668,083, respectively.
<TABLE>
Futures contracts which were open at March 31, 1994, were as follows:
<CAPTION>
UNREALIZED
DELIVERY NUMBER OF APPRECIATION
MONTH/YEAR/COMMITMENT CONTRACTS(1) (DEPRECIATION)
- --------------------- ------------ --------------
<S> <C> <C>
U.S. Treasury Bond Futures
June/94/short ................ 105 $ 206,562
U.S. Treasury Ten Year
Note Futures
June/94/long ................. 15 (11,250)
June/94/short ................ 500 1,334,875
--- ----------
620 $1,530,187
=== ==========
<FN>
(1) Each contract represents $100,000 in par value.
</TABLE>
12
<PAGE> 412
NOTES TO FINANCIAL STATEMENTS
Continued
NOTE D - PLAN OF DISTRIBUTION
Pursuant to Rule 12b-1 under the Investment Company Act of 1940, the Fund is
authorized to finance activities related to the distribution of its shares. The
distribution plan, together with the initial sales charge on shares sold,
complies with the regulations covering maximum sales charges assessed by mutual
funds distributed through securities dealers that are NASD members. The plan
permits the Fund to make payments to the Distributor up to 0.25% annually of
average daily net assets for certain distribution costs such as service fees
paid to dealers, production and distribution of prospectuses to prospective
investors, services provided to new and existing shareholders and other
distribution related activities. During the year ended March 31, 1994, the Fund
made payments to the Distributor of $1,649,416 related to the above activities.
---------------------------
<TABLE>
NOTE E - SHARE AND RELATED TRANSACTIONS
A summary of share transactions follows:
<CAPTION>
YEAR ENDED MARCH 31,
----------------------------------------------------------
1994 1993
---------------------------- --------------------------
SHARES DOLLARS SHARES DOLLARS
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Shares sold ....................................... 9,078,963 $ 76,399,947 10,229,931 $ 85,207,010
Shares issued in reinvestment of distributions .... 2,837,038 23,691,543 3,149,362 26,185,143
Shares redeemed ................................... (19,874,838) (166,026,976) (18,195,495) (151,836,387)
----------- ------------- ----------- -------------
Net decrease in shares outstanding ................ (7,958,837) $ (65,935,486) (4,816,202) $ (40,444,234)
=========== ============= =========== =============
<FN>
The components of net assets at March 31, 1994, are as follows:
Capital paid-in (unlimited number of shares authorized) ....................................... $ 974,801,409
Accumulated net realized loss on investments and futures contracts ............................ $(332,907,810)
Net unrealized depreciation of investments and futures contracts .............................. $ (30,028,808)
-------------
NET ASSETS .................................................................................... $ 611,864,791
=============
</TABLE>
13
<PAGE> 413
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Trustees
Transamerica Government Securities Trust,
a series of Transamerica Bond Fund
We have audited the accompanying statement of assets and liabilities of
Transamerica Government Securities Trust, a series of Transamerica Bond Fund,
including the schedule of investments, as of March 31, 1994, and the related
statement of operations for the year then ended, the statements of changes in
net assets for each of the two years in the period then ended, and the
financial highlights for each of the five years in the period then ended. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
March 31, 1994, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Transamerica Government Securities Trust, a series of Transamerica
Bond Fund, at March 31, 1994, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG
Houston, Texas
April 29, 1994
14
<PAGE> 414
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Trustees
John Hancock Adjustable U.S. Government Trust,
a series of John Hancock Bond Fund
We have audited the accompanying statement of assets and liabilities of John
Hancock Adjustable U.S. Government Trust, formerly Transamerica Adjustable U.S.
Government Trust, a series of John Hancock Bond Fund, formerly Transamerica
Bond Fund, including the schedule of investments, as of March 31, 1994, and the
related statement of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then ended, and
the financial highlights for each of the periods indicated therein. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of March 31, 1994, by correspondence with the transfer agent. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of John
Hancock Adjustable U.S. Government Trust, a series of John Hancock Bond Fund at
March 31, 1994, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then ended,
and the financial highlights for each of the indicated periods, in conformity
with generally accepted accounting principles.
ERNST & YOUNG LLP
<PAGE> 415
INTERMEDIATE GOVERNMENT FUND
STATEMENT OF NET ASSETS
UNAUDITED
September 30, 1994
<TABLE>
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
LONG-TERM U.S. GOVERNMENT AND U.S. GOVERNMENT AGENCY OBLIGATIONS - 86.68%
- -------------------------------------------------------------------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 16.51%
8.500% due 08/01/24 ....................................................... $1,529,999 $1,525,457
U.S. TREASURY SECURITIES - 70.17%
BONDS
11.125% due 08/15/03 ....................................................... 2,410,000 2,953,841
Notes
8.125% due 02/15/98 ....................................................... 250,000 258,270
8.875% due 11/15/97 ....................................................... 500,000 526,915
9.375% due 04/15/96 ....................................................... 2,630,000 2,744,773
----------
6,483,799
----------
TOTAL LONG-TERM U.S. GOVERNMENT AND U.S. GOVERNMENT AGENCY OBLIGATIONS
(Cost $8,365,248)........................................................... 8,009,256
SHORT-TERM U.S. GOVERNMENT AGENCY OBLIGATIONS - 11.30%
- --------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORPORATION - 8.22%
4.500% due 10/03/94 ....................................................... 495,000 494,876
4.720% due 10/05/94 ....................................................... 265,000 264,861
----------
759,737
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 3.08%
4.820% due 10/14/94 ....................................................... 285,000 284,504
----------
TOTAL SHORT-TERM U.S. GOVERNMENT AGENCY OBLIGATIONS
(Cost $1,044,241) .......................................................... 1,044,241
----------
TOTAL INVESTMENTS - 97.98%
(Cost $9,409,489) .......................................................... 9,053,497
CASH AND OTHER ASSETS, LESS LIABILITIES - 2.02% .......................... 187,083
----------
NET ASSETS, at value, equivalent to $9.27 per share for 997,176 shares
($.01 par value) outstanding - 100.00% .................................... $9,240,580
==========
</TABLE>
See Notes to Financial Statements.
4
<PAGE> 416
STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
UNAUDITED
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Six Months Ended September 30, 1994
<S> <C> <C>
INVESTMENT INCOME
Interest................................ $ 385,759
EXPENSES
Management fees......................... $ 24,460
Registration fees....................... 16,971
Administrative service fees............. 16,848
Shareholder reports..................... 7,699
Audit fees.............................. 5,768
Transfer agent fees..................... 5,681
Custodian fees.......................... 3,506
Miscellaneous........................... 1,635
Less: Expense reimbursement............. (18,924) 63,644
-------- ---------
NET INVESTMENT INCOME................. 322,115
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Net realized loss on investments........ (504,727)
Net change in unrealized
depreciation of investments........... 77,642
---------
NET REALIZED AND UNREALIZED LOSS
ON INVESTMENTS........................ (427,085)
---------
DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS....................... $(104,970)
=========
</TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, MARCH 31,
1994 1994
------------ -----------
<S> <C> <C>
OPERATIONS
Net investment income........... $ 322,115 $ 297,124
Net realized loss on
investments................... (504,727) (69,892)
Net change in unrealized
depreciation of
investments................... 77,642 (448,620)
---------- ----------
Decrease in net assets
resulting from operations..... (104,970) (221,388)
DISTRIBUTIONS TO
SHAREHOLDERS FROM
Net investment income........... (323,063) (297,773)
SHARE TRANSACTIONS
Increase (decrease) in shares
outstanding................... (70,967) 8,764,243
---------- ----------
Increase (decrease) in
net assets.................... (499,000) 8,245,082
NET ASSETS
Beginning of period............. 9,739,580 1,494,498
---------- ----------
End of period................... $9,240,580 $9,739,580
========== ==========
Undistributed Net Investment
Income........................ $ 0 $ 340
========== ==========
</TABLE>
See Notes to Financial Statements.
5
<PAGE> 417
FINANCIAL HIGHLIGHTS
UNAUDITED
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED MARCH 31,
SEPTEMBER 30, ----------------------------------------------------
1994(1) 1994 1993 1992 1991 1990
------------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Per share income and capital changes for a share outstanding
during each period:
Net asset value, beginning of period........................ $ 9.68 $10.23 $ 9.84 $ 9.62 $ 9.45 $ 9.38
INCOME FROM INVESTMENT OPERATIONS
Net investment income....................................... 0.31 0.63 0.57 0.70 0.78 0.86
Net realized and unrealized gain (loss) on investments...... (0.41) (0.54) 0.40 0.23 0.17 0.08
------ ------ ------ ------ ------ ------
Total from Investment Operations.......................... (0.10) 0.09 0.97 0.93 0.95 0.94
LESS DISTRIBUTIONS
Dividends from net investment income........................ (0.31) (0.64) (0.58) (0.71) (0.78) (0.87)
------ ------ ------ ------ ------ ------
Net asset value, end of period.............................. $ 9.27 $ 9.68 $10.23 $ 9.84 $ 9.62 $ 9.45
====== ====== ====== ====== ====== ======
TOTAL RETURN(2)............................................. (1.01)% 0.73% 10.13% 9.89% 10.47% 10.32%
====== ====== ====== ====== ====== ======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets..................... 0.84% 2.04% 3.25% 4.01% 2.63% 1.96%
Ratio of expense reimbursement to average net assets........ (0.19)% (0.74)% (2.80)% (3.50)% (2.03)% (1.44)%
------ ------ ------ ------ ------ ------
Ratio of net expenses to average net assets................. 0.65% 1.30% 0.45% 0.51% 0.60% 0.52%
====== ====== ====== ====== ====== ======
Ratio of net investment income to average net assets........ 3.30% 6.08% 5.64% 7.12% 8.41% 9.16%
Portfolio turnover 65% 89% 73% 169% 97% 19%
Net Assets, end of period (in thousands).................... $9,241 $9,740 $1,494 $1,414 $1,537 $ 2,655
</TABLE>
(1) Financial highlights, including total return, have not been annualized.
(2) Total return does not include the effect of the initial sales charge.
See Notes to Financial Statements.
6
<PAGE> 418
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
September 30, 1994
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Transamerica Bond Fund (the "Trust") is a diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, the Trust has operated as a series fund,
currently issuing six series of shares. Transamerica Intermediate Government
Trust (the "Fund") is one of the series of the Trust. On April 15, 1994, the
Board of Trustees approved and the shareholders subsequently ratified a change
in the fundamental investment policies of the Fund in order to permit the Fund
to invest in securities having a dollar weighted average portfolio maturity of
between one and ten years.
In addition, on February 15, 1994, the Board of Trustees, on behalf of the
Fund, approved and authorized, effective May 1, 1994, the designation of all
existing issued and outstanding shares of the Fund as "Class A Shares." Class
A Shares purchased on and following the effective date are subject to an initial
sales charge of up to 4.75% and a 12b-1 distribution plan. On September 30,
1994, the Fund commenced issuing a second class of shares. The new Class B
Shares are subject to a contingent deferred sales charge and a separate 12b-1
distribution plan. There were no Class B Shares issued to the public during the
six months ended September 30, 1994; therefore, all information in this report
refers to the Class A Shares only. The following is a summary of significant
accounting policies consistently followed by the Fund.
(1) Securities for which over-the-counter market quotations are readily
available are valued at the last reported bid price or at quotations provided by
market makers. Securities for which market quotations are not readily available
are valued at a fair value as determined in good faith by the Trust's Board of
Trustees. Short-term investments are valued at amortized cost (original cost
plus amortized discount or accrued interest).
(2) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. Realized gains and losses from security
transactions are determined on the basis of identified cost for both financial
reporting and federal income tax purposes. For financial reporting purposes,
debt discounts are amortized using the yield-to-maturity method.
(3) Income dividends are declared daily by the Fund and paid or reinvested
at net asset value monthly. Other distributions are recorded on the ex-dividend
date and may be reinvested at net asset value. Income and capital gain
distributions are determined in accordance with income tax regulations which may
differ from generally accepted accounting principles. Distributions payable to
shareholders at September 30, 1994 were $14,739.
(4) No provision for federal income taxes has been made since it is the
Fund's intention to distribute all of its taxable income and profits to its
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code.
The Fund's tax year end is December 31. For federal income tax purposes,
at December 31, 1993, the Fund had an accumulated net realized capital loss
carryforward of $29,000, which will expire in 1997.
(5) With respect to U.S. government and U.S. government agency securities in
which the Fund may invest, only U.S. Treasury and Government National Mortgage
Association (GNMA) issues are backed by the full faith and credit of the U.S.
government. All other government issues are backed by the issuing agencies and
their general ability to borrow from the U.S. government.
NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund's management fee is payable monthly to Transamerica Fund Management
Company (TFMC) and is calculated at an annual rate of 0.50 of 1% of the average
daily net assets of the Fund.
TFMC voluntarily agreed to reimburse the Fund for all normal operating
expenses which exceed an annual rate of 1.30% of the Fund's average daily net
assets until March 31, 1995. For the six months ended September 30, 1994, TFMC
reimbursed the Fund $18,924 pursuant to this agreement, of which $8,585 was
receivable at September 30, 1994.
TFMC also provides administrative services to the Fund pursuant to an
administrative service agreement. During the six months ended September 30,
1994, the Fund paid or accrued $14,998 to TFMC for these services.
During the six months ended September 30, 1994, Transamerica Fund
Distributors, Inc. (the "Distributor"), an affiliate of TFMC as principal
underwriter, retained $2,861 as its portion of the commissions charged on sales
of shares of the Fund.
The Fund paid no compensation directly to any officer. Certain officers and
a trustee of the Trust are affiliated with TFMC. In addition, a partner with
Baker & Botts is an officer of the Trust.
7
<PAGE> 419
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
Continued
NOTE C - COST, PURCHASES AND SALES OF INVESTMENT SECURITIES
During the six months ended September 30, 1994, purchases and sales of
securities, other than short-term obligations, aggregated $5,545,730 and
$5,370,239, respectively.
At September 30, 1994, the identified cost of investments owned is the same
for both financial reporting and federal income tax purposes. At September 30,
1994, the gross unrealized appreciation and gross unrealized depreciation of
investments for federal income tax purposes were $0 and $355,992, respectively.
NOTE D - PLAN OF DISTRIBUTION
Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund is
authorized to finance activities related to the distribution of its shares. The
distribution plan, together with the initial sales charge on shares sold,
complies with the regulations covering maximum sales charges assessed by mutual
funds distributed through securities dealers that are NASD members. The plan
permits the Fund to make payments to the Distributor up to 0.25% annually of
average daily net assets for certain distribution costs such as service fees
paid to dealers, production and distribution of prospectuses to prospective
investors, services provided to new and existing shareholders and other
distribution related activities. During the six months ended September 30, 1994,
no distribution expenses were paid by the Fund.
----------------------------------------------------
NOTE E - SHARE AND RELATED TRANSACTIONS
A summary of share transactions follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 1994 MARCH 31, 1994
------------------------ -----------------------
SHARES DOLLARS SHARES DOLLARS
-------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Shares sold ....................................................... 134,291 $1,278,628 1,005,687 $10,251,058
Shares issued in reinvestment of distributions .................... 22,206 209,309 20,007 201,939
Shares redeemed ................................................... (165,055) (1,558,904) (166,042) (1,688,754)
-------- ---------- --------- -----------
Net increase (decrease) in shares outstanding ..................... (8,558) $ (70,967) 859,652 $ 8,764,243
======== ========== ========= ===========
The components of net assets at September 30, 1994, are as follows:
Capital paid-in (unlimited number of shares authorized)............ $10,217,398
Accumulated net realized loss on investments ...................... (620,826)
Net unrealized depreciation of investments ........................ (355,992)
-----------
NET ASSETS ........................................................ $ 9,240,580
===========
</TABLE>
8
<PAGE> 420
INTERMEDIATE GOVERNMENT FUND
<TABLE>
STATEMENT OF NET ASSETS
March 31, 1994
<CAPTION>
FACE
ISSUER AMOUNT VALUE
- ------------------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT
- ---------------
OBLIGATIONS - 84.82%
- ----------------------
U.S. TREASURY
SECURITIES - 84.82%
Bonds
11.125% due 08/15/03 ............... $3,550,000 $4,605,805
Notes
8.125% due 02/15/98 ............... 250,000 268,583
8.875% due 11/15/97 ............... 500,000 548,060
9.375% due 04/15/96 ............... 2,630,000 2,838,401
----------
TOTAL U.S. GOVERNMENT
OBLIGATIONS
(Cost $8,694,483) .................. 8,260,849
SHORT-TERM
- ----------
OBLIGATIONS - 13.39%
- ----------------------
U.S. GOVERNMENT AGENCY
- ----------------------
OBLIGATIONS - 13.39%
- ----------------------
Federal Farm Credit Bank
3.500% due 04/07/94 to
04/12/94 ........................ 790,000 789,454
3.600% due 04/04/94 ............... 415,000 414,875
Federal Home Loan Bank
3.520% due 04/04/94 ............... 100,000 99,971
----------
TOTAL SHORT-TERM
OBLIGATIONS
(Cost 1,304,300) ................... 1,304,300
----------
TOTAL INVESTMENTS - 98.21%
(Cost $9,998,783) .................. 9,565,149
CASH AND OTHER ASSETS,
LESS LIABILITIES - 1.79% ........ 174,431
----------
NET ASSETS, at value,
equivalent to $9.68 per
share for 1,005,734 shares
($.01 par value)
outstanding - 100.00% ........... $9,739,580
==========
</TABLE>
See Notes to Financial Statements.
4
<PAGE> 421
STATEMENT OF OPERATIONS / STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
STATEMENT OF OPERATIONS
Year Ended March 31, 1994
<S> <C> <C>
INVESTMENT INCOME
Interest ....................... $ 360,360
EXPENSES
Administrative service fees .... $ 28,021
Management fees ................ 24,447
Audit fees ..................... 14,721
Registration fees .............. 13,982
Shareholder reports ............ 8,929
Transfer agent fees ............ 4,638
Custodian fees ................. 3,817
Legal fees ..................... 562
Miscellaneous .................. 361
Less: Expense reimbursement .... (36,242) 63,236
-------- ---------
NET INVESTMENT INCOME ........ 297,124
REALIZED AND UNREALIZED LOSS
ON INVESTMENTS
Net realized loss on
investments .................. (69,892)
Net change in unrealized
depreciation of investments .. (448,620)
---------
NET REALIZED AND UNREALIZED
LOSS ON INVESTMENTS .......... (518,512)
---------
DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS .... $(221,388)
=========
</TABLE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
YEAR ENDED MARCH 31,
--------------------------
1994 1993
---------- ----------
<S> <C> <C>
OPERATIONS
Net investment income ....... $ 297,124 $ 82,531
Net realized gain (loss)
on investments ............ (69,892) 42,668
Net change in unrealized
appreciation
(depreciation) of
investments ............... (448,620) 10,919
---------- ----------
Increase (decrease) in net
assets resulting from
operations ................ (221,388) 136,118
DISTRIBUTIONS TO
SHAREHOLDERS FROM
Net investment income ....... (297,773) (84,637)
SHARE TRANSACTIONS
Increase in shares
outstanding ............... 8,764,243 29,331
---------- ----------
Increase in net assets ...... 8,245,082 80,812
NET ASSETS
Beginning of year ........... 1,494,498 1,413,686
---------- ----------
End of year ................. 9,739,580 1,494,498
========== ==========
Undistributed Net
Investment Income ......... 340 0
========== ==========
</TABLE>
See Notes to Financial Statements.
5
<PAGE> 422
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
Year Ended March 31,
--------------------------------------------
1994 1993 1992 1991 1990
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Per share income and capital changes
for a share outstanding during each year:
Net asset value, beginning of year......................... $10.23 $ 9.84 $ 9.62 $ 9.45 $ 9.38
INCOME FROM INVESTMENT OPERATIONS
Net investment income...................................... 0.63 0.57 0.70 0.78 0.86
Net realized and unrealized gain (loss) on investments..... (0.54) 0.40 0.23 0.17 0.08
------ ------ ------ ------ ------
Total from Investment Operations......................... 0.09 0.97 0.93 0.95 0.94
LESS DISTRIBUTIONS
Dividends from net investment income....................... (0.64) (0.58) (0.71) (0.78) (0.87)
------ ------ ------ ------ ------
Net asset value, end of year............................... $ 9.68 $10.23 $ 9.84 $ 9.62 $ 9.45
====== ====== ====== ====== ======
TOTAL RETURN (1)........................................... 0.73% 10.13% 9.89% 10.47% 10.32%
====== ====== ====== ====== ======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets.................... 2.04% 3.25% 4.01% 2.63% 1.96%
Ratio of expense reimbursement to average net assets....... (0.74)% (2.80)% (3.50)% (2.03)% (1.44)%
------ ------ ------ ------ ------
Ratio of net expenses to average net assets................ 1.30% 0.45% 0.51% 0.60% 0.52%
====== ====== ====== ====== ======
Ratio of net investment income to average net assets....... 6.08% 5.64% 7.12% 8.41% 9.16%
Portfolio turnover......................................... 89% 73% 169% 97% 19%
Net Assets, end of year (in thousands)..................... $9,740 $1,494 $1,414 $1,537 $2,655
<FN>
(1) Total return does not include the effect of the initial sales charge for years ended prior to April 1, 1993
and the contingent deferred sales charge for the periods after this date.
</TABLE>
See Notes to Financial Statements.
6
<PAGE> 423
NOTES TO FINANCIAL STATEMENTS
March 31, 1994
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Transamerica Bond Fund (the "Trust") is a diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended. Since November 29, 1984, the Trust has operated as a series fund,
currently issuing six series of shares. Transamerica Intermediate Government
Trust (the "Fund"), formerly named Transamerica Premium Limited Term Account,
is one of the series of the Trust. On April 15, 1994, the Board of Trustees
approved, subject to shareholder ratification, a change in the fundamental
investment policies of the Fund in order to permit the Fund to invest in
securities having a dollar weighted average portfolio maturity of between one
and ten years.
The Board of Trustees, on behalf of the Fund, is expected to approve and
authorize the designation of all existing issued and outstanding shares of the
Fund as "Class A Shares." Class A Shares purchased on and following the date of
authorization may be subject to an initial sales charge of up to 4.75%. The
Board of Trustees is also expected to approve and authorize the creation and
issuance of an additional Class of Shares (to be designated "Class C Shares")
which will be neither subject to an initial sales charge nor a contingent
deferred sales charge, but will be subject to a higher 12b-1 fee than Class A
Shares. It is anticipated that such shares will be offered in June, 1994.
The following is a summary of significant accounting policies
consistently followed by the Fund.
(1) Securities for which over-the-counter market quotations are readily
available are valued at the last reported bid price or at quotations provided by
market makers. Securities for which market quotations are not readily available
are valued at a fair value as determined in good faith by the Trust's Board of
Trustees. Short-term investments are valued at amortized cost (original cost
plus amortized discount or accrued interest).
(2) Security transactions are accounted for on the trade date. Interest
income on investments is accrued daily. Realized gains and losses from security
transactions are determined on the basis of identified cost for both financial
reporting and federal income tax purposes. For financial reporting purposes,
debt discounts are amortized using the yield-to-maturity method.
(3) Income dividends are declared daily by the Fund and paid or
reinvested at net asset value monthly. Other distributions are recorded on the
ex-dividend date and may be reinvested at net asset value. Distributions
payable to shareholders at March 31, 1994 were $18,144.
Effective April 1, 1993, the Fund adopted Statement of Position 93-2,
"Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gains, and Return of Capital Distributions by Investment Companies." As
a result of this statement, the Fund changed the classification of distributions
to shareholders to better disclose the differences between financial statement
amounts and distributions determined and reported in accordance with income tax
regulations. Accordingly, the Fund reclassified $4,018 and $19 to undistributed
net investment income and undistributed net realized losses, respectively, from
additional paid-in capital. Net investment income, net realized losses, and net
assets were not affected by this change.
(4) No provision for federal income taxes has been made since it is the
Fund's intention to distribute all of its taxable income and profits to its
shareholders and to comply with the requirements applicable to regulated
investment companies and the minimum distribution requirements of the Internal
Revenue Code.
The Fund's tax year end is December 31. For federal income tax
purposes, at December 31, 1993, the Fund had an accumulated net realized
capital loss carryforward of $29,000, which will expire in 1997.
(5) With respect to U.S. government and U.S. government agency
securities in which the Fund may invest, only U.S. Treasury and Government
National Mortgage Association (GNMA) issues are backed by the full faith and
credit of the U.S. government. All other government issues are backed by the
issuing agencies and their general ability to borrow from the U.S. government.
NOTE B - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund's management fee is payable monthly to Transamerica Fund
Management Company the "Investment Adviser") and is calculated at an annual rate
of 0.50% of the average daily net assets of the Fund. At March 31, 1994, the
management fee payable to the Investment Adviser was $2,625.
The Investment Adviser voluntarily agreed to reimburse the Fund for all
normal operating expenses which exceed an annual rate of 1.30% of the Fund's
average daily net assets until June 30, 1994. For the year ended March 31, 1994,
the Investment Adviser reimbursed the Fund $36,242 pursuant to this agreement.
7
<PAGE> 424
NOTES TO FINANCIAL STATEMENTS
Continued
NOTE B (Continued)
The Investment Adviser also provides administrative services to the Fund
pursuant to an administrative service agreement. During the year ended March 31,
1994, the Fund paid or accrued $24,751 to the Investment Adviser for these
services, of which $2,409 was payable at March 31, 1994.
Transamerica Fund Distributors, Inc. (the "Distributor"), an affiliate
of the Investment Adviser, is the principal underwriter of the Fund. At March
31, 1994, receivables from and payables to the Distributor for Fund share
transactions were $125,008 and $79,573, respectively.
The Fund paid no compensation directly to any officer. Certain officers
and a trustee of the Trust are affiliated with the Investment Adviser. In
addition, a partner with Baker & Botts is an officer of the Trust.
NOTE C - COST, PURCHASES AND SALES OF INVESTMENT SECURITIES
During the year ended March 31, 1994, purchases and sales of securities, other
than short-term obligations, aggregated $11,748,141 and $3,934,300,
respectively.
At March 31, 1994, the identified cost of investments owned is the same
for both financial reporting and federal income tax purposes. At March 31, 1994,
the gross unrealized appreciation and gross unrealized depreciation of
investments for federal income tax purposes were $0 and $433,634, respectively.
NOTE D - PLAN OF DISTRIBUTION
Pursuant to Rule 12b-1 of the Investment Company Act of 1940, the Fund is
authorized to finance activities related to the distribution of its shares. The
distribution plan, together with the contingent deferred sales charge, complies
with the regulations covering maximum sales charges assessed by mutual funds
distributed through securities dealers that are NASD members. The plan permits
the Fund to make payments to the Distributor up to 0.25% annually of average
daily net assets for certain distribution costs such as service fees paid to
dealers, production and distribution of prospectuses to prospective investors,
services provided to new and existing shareholders and other distribution
related activities. During the year ended March 31, 1994, no distribution
expenses were paid by the Fund.
-----------------------------------------
<TABLE>
NOTE E - SHARE AND RELATED TRANSACTIONS
A summary of share transactions follows:
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------------------------------
1994 1993
------------------------ -------------------
SHARES DOLLARS SHARES DOLLARS
--------- ----------- ------- ---------
<S> <C> <C> <C> <C>
Shares sold ........................................... 1,005,687 $10,251,058 70,273 $ 712,438
Shares issued in reinvestment of distributions ........ 20,007 201,939 8,040 80,848
Shares redeemed ....................................... (166,042) (1,688,754) (75,870) (763,955)
--------- ----------- ------- ---------
Net increase in shares outstanding .................... 859,652 $ 8,764,243 2,443 $ 29,331
========= =========== ======= =========
<FN>
The components of net assets at March 31, 1994, are as follows:
Capital paid-in (unlimited number of shares authorized) ..................................... $10,288,973
Undistributed net investment income ......................................................... 340
Accumulated net realized loss on investments ................................................ (116,099)
Net unrealized depreciation of investments .................................................. (433,634)
-----------
NET ASSETS .................................................................................. $ 9,739,580
===========
</TABLE>
8
<PAGE> 425
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Trustees
Transamerica Intermediate Government Trust,
a series of Transamerica Bond Fund
We have audited the accompanying statement of net assets of Transamerica
Intermediate Government Trust (formerly, Premium Limited Term Account), a series
of Transamerica Bond Fund, as of March 31, 1994, and the related statement of
operations for the year then ended, the statements of changes in net assets for
each of the two years in the period then ended, and the financial highlights for
each of the five years in the period then ended. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
March 31, 1994, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Transamerica Intermediate Government Trust, a series of Transamerica
Bond Fund, at March 31, 1994, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG
Houston, Texas
April 29, 1994
9
<PAGE> 426
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Trustees
John Hancock Intermediate Government Trust,
a series of John Hancock Bond Fund
We have audited the accompanying statement of net assets of John Hancock
Intermediate Government Trust, formerly Transamerica Intermediate Government
Trust, a series of John Hancock Bond Fund, formerly Transamerica Bond Fund, as
of March 31, 1994, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the periods
indicated therein. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of March 31, 1994, by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of John
Hancock Intermediate Government Trust, a series of John Hancock Bond Fund, at
March 31, 1994, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then ended,
and the financial highlights for each of the indicated periods, in conformity
with generally accepted accounting principles.
ERNST & YOUNG LLP
<PAGE> 427
ADJUSTABLE U.S. GOVERNMENT FUND
STATEMENT OF ADDITIONAL INFORMATION
MAY 15, 1995
This Statement of Additional Information ("SAI") provides information
about Adjustable U.S. Government Fund (the "Portfolio"), a diversified series
of John Hancock Bond Fund (the "Trust"), in addition to the information that is
contained in the Portfolio's Prospectus, dated May 15, 1995.
This SAI is not a prospectus. It should be read in conjunction with
the Prospectus, a copy of which can be obtained free of charge by writing or
telephoning:
John Hancock Investor Services Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
1-800-225-5291
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Statement of Cross
Additional Referenced
Information to Prospectus
Page Page
----------- -------------
<S> <C> <C>
Organization of the Trust...................... 2 7
Investment Objective and Policies.............. 2 5
Certain Investment Practices................... 2 16
Investment Restrictions........................ 5 5
Those Responsible for Management............... 7 7
Investment Advisory and Other Services......... 13 7
Distribution Contract.......................... 16 N/A
Net Asset Value................................ 17 13
Purchase of Shares............................. 17 10
Special Redemptions............................ 17 13
Description of the Portfolio's Shares.......... 17 7
Tax Status..................................... 19 8
Calculation of Performance..................... 21 10
Brokerage Allocation........................... 23 N/A
Transfer Agent Services........................ 24 Back Cover
Custody of Portfolio........................... 25 Back Cover
Independent Auditors........................... 25 Back Cover
Financial Statements........................... F-1 3
</TABLE>
<PAGE> 428
ORGANIZATION OF THE TRUST
The Trust is an open-end management investment company organized as a
Massachusetts business trust under a Declaration of Trust dated December 12,
1984. The Trust currently has six series.
The Portfolio is managed by John Hancock Advisers, Inc. (the
"Adviser"), a wholly-owned indirect subsidiary of John Hancock Mutual Life
Insurance Company (the "Life Company"), chartered in 1862 with national
headquarters at John Hancock Place, Boston, Massachusetts. John Hancock Funds,
Inc. ("John Hancock Funds") acts as principal distributor of the shares of the
Portfolio.
INVESTMENT OBJECTIVE AND POLICIES
The Portfolio seeks, as its primary investment objective, a high level
of current income consistent with low volatility of principal. Under normal
circumstances, at least 65% of the Portfolio's total assets will be invested in
adjustable rate mortgage securities ("ARMs") and pass-through securities
representing interests in loan pools and having periodic interest rate resets,
which in each case are U.S. Government Securities.
OBLIGATIONS OF THE UNITED STATES, ITS AGENCIES AND INSTRUMENTALITIES.
In addition to U.S. Government Securities which are adjustable rate mortgage
securities and other pass through securities representing interests in loan
pools and having periodic interest rate resets, the Portfolio may invest in a
variety of other securities issued or guaranteed as to principal and interest
by the U.S. Government, its agencies and instrumentalities. U.S. Treasury
Bills, notes and bonds are supported by the full faith and credit of the United
States. Other U.S. Government Securities are supported either by the full
faith and credit of the U.S. Government (such as securities of the Small
Business Administration), the right of the issuer to borrow from the Treasury
(such as securities of the Federal Home Loan Banks), the discretionary
authority of the U.S. Government to purchase the agency's obligations (such as
securities of the Federal National Mortgage Association), or only the credit of
the issuer. No assurance can be given that the U.S. Government will provide
financial support of U.S. Government agencies, authorities or instrumentalities
in the future.
The Portfolio may also invest in separately U.S. traded principal and
interest components of securities guaranteed or issued by the U.S. Treasury if
such components are traded independently under the Separate Trading of
Registered Interest and Principal of Securities program ("STRIPS").
Other investments of the Portfolio are set forth below under "Certain
Investment Practices."
CERTAIN INVESTMENT PRACTICES
Lending of Portfolio Securities. In order to generate additional
income, the Portfolio may, from time to time, lend securities from its
portfolio to brokers, dealers and financial institutions such as banks and
trust companies. Such loans will be secured by collateral consisting of cash
or U.S. Government Securities which will be maintained in an amount equal to at
least
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100% of the current market value of the loaned securities. During the period
of each loan, the Portfolio will receive the income on both the loaned
securities and the collateral and thereby increase its return. Cash collateral
will be invested in short-term high quality debt securities, which will
increase the current income of the Portfolio. The loans will be terminable by
the Portfolio at any time and by the borrower on one day's notice. The
Portfolio will have the right to regain record ownership of loaned
securities to exercise beneficial rights such as rights to interest or other
distributions or voting rights on important issues. The Portfolio may pay
reasonable fees to persons unaffiliated with the Portfolio for services in
arranging such loans. Lending of portfolio securities involves a risk of
failure by the borrower to return the loaned securities, in which event the
Portfolio may incur a loss.
SECURITIES TRANSACTIONS SUBJECT TO DELAYED SETTLEMENT. As described
under "Investments, Techniques and Risk Factors" in the Prospectus, securities
purchased for which the normal settlement date occurs later than the settlement
date which is normal for U.S. Treasury obligations and the securities held in
the Portfolio are subject to changes in value (both experiencing appreciation
when interest rates decline and depreciation when interest rates rise) based
upon the public's perception of the creditworthiness of the issuer and changes,
real or anticipated, in the level of interest rates. Purchasing securities
subject to delayed settlement can involve a risk that the yields available in
the market when the delivery takes place may actually be higher than those
obtained in the transaction itself. A separate account of the Portfolio
consisting of cash or liquid debt securities equal to the amount of the delayed
settlement commitments will be established at the Trust's custodian bank. For
the purpose of determining the adequacy of the securities in the account, the
deposited securities will be valued at market value using the valuation
procedures for all other investments. If the market or fair value of such
securities declines, additional cash or highly liquid securities will be placed
in the account daily so that the value of the account will equal the amount of
such commitments by the Portfolio. On the settlement date of these delayed
settlement securities, the Portfolio will meet its obligations from then
available cash flow, sale of securities held in the separate account, sale of
other securities or, although it would not normally expect to do so, from sale
of the delayed settlement securities themselves (which may have a value greater
or lesser than the Portfolio's payment obligations). Sale of securities to meet
such obligations will generally result in the realization of capital gains or
losses.
WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES. The Portfolio may
purchase securities on a when-issued or forward commitment basis.
"When-issued" refers to securities whose terms are available and for which a
market exists, but which have not been issued. The Portfolio will engage in
when-issued transactions with respect to securities purchased for its portfolio
in order to obtain what is considered to be an advantageous price and yield at
the time of the transaction. For when-issued transactions, no payment is made
until delivery is due, often a month or more after the purchase. In a forward
commitment transaction, the Portfolio contracts to purchase securities for a
fixed price at a future date beyond customary settlement time.
When the Portfolio engages in forward commitment and when-issued
transactions, it relies on the seller to consummate the transaction. The
failure of the issuer or seller to consummate the transaction may result in the
Portfolio losing the opportunity to obtain a price and yield considered to be
advantageous. The purchase of securities on a when-issued and forward
commitment basis also involves a risk of loss if the value of the security to
be purchased declines prior to the settlement date.
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On the date the Portfolio enters into an agreement to purchase
securities on a when-issued or forward commitment basis, the Portfolio will
segregate in a separate account cash or liquid, high grade debt securities
equal in value to the Portfolio's commitment. These assets will be valued
daily at market, and additional cash or securities will be segregated in a
separate account to the extent that the total value of the assets in the
account declines below the amount of the when- issued commitments.
Alternatively, the Portfolio may enter into offsetting contracts for the
forward sale of other securities that it owns.
REPURCHASE AGREEMENTS. The Portfolio may enter into repurchase
agreements. A repurchase agreement is a contract under which the Portfolio
would acquire a security for a relatively short period (generally not more than
7 days) subject to the obligation of the seller to repurchase and the Portfolio
to resell such security at a fixed time and price (representing the Portfolio's
cost plus interest). The Portfolio will enter into repurchase agreements only
with member banks of the Federal Reserve System and with securities dealers.
The Adviser will continuously monitor the creditworthiness of the parties with
whom the Portfolio enters into repurchase agreements. The Portfolio has
established a procedure providing that the securities serving as collateral for
each repurchase agreement must be delivered to the Portfolio's custodian either
physically or in book-entry form and that the collateral must be marked to
market daily to ensure that each repurchase agreement is fully collateralized
at all times. In the event of bankruptcy or other default by a seller of a
repurchase agreement, the Portfolio could experience delays in liquidating the
underlying securities and could experience losses, including the possible
decline in the value of the underlying securities during the period which the
Portfolio seeks to enforce its rights thereto, possible subnormal levels of
income and lack of access to income during this period, and the expense of
enforcing its rights.
REVERSE REPURCHASE AGREEMENTS. As briefly described in its Prospectus,
the Portfolio may also enter into reverse repurchase agreements which involve
the sale of securities held in the Portfolio to a bank or securities firm with
an agreement that the Portfolio will buy back the securities at a fixed future
date at a fixed price plus an agreed amount of interest which may be reflected
in the repurchase price. Reverse repurchase agreements are considered to be
borrowings by the Portfolio. The Portfolio will use proceeds obtained from the
sale of securities pursuant to reverse repurchase agreements to purchase other
investments. The use of borrowed funds to make investments is a practice known
as "leverage," which is considered speculative. Use of reverse repurchase
agreements is an investment technique that is intended to increase income.
Thus, the Portfolio will enter into a reverse repurchase agreement only when
the Adviser determines that the interest income to be earned from the
investment of the proceeds is greater than the interest expense of the
transaction. However there is a risk that interest expense will nevertheless
exceed the income earned. Reverse repurchase agreements involve the risk that
the market value of securities purchased by the Portfolio with proceeds of the
transaction may decline below the repurchase price of the securities sold by
the Portfolio which it is obligated to repurchase. The Portfolio would also
continue to be subject to the risk of a decline in the market value of the
securities sold under the agreements because it will reacquire those securities
upon effecting their repurchase. To minimize various risks associated with
reverse repurchase agreements, the Portfolio would establish and maintain with
the Portfolio's custodian a separate account consisting of highly liquid,
marketable securities in an amount at least equal to the repurchase prices of
the securities (plus any accrued interest thereon) under such agreements. In
addition, the Portfolio would not enter into reverse repurchase agreements
exceeding in the aggregate 33 1/3% of the value of its total net assets
(including for this purpose other borrowings of the Portfolio). The Portfolio
will enter into reverse repurchase agreements only with selected registered
broker/ dealers or with federally insured banks or savings and loan
associations which are approved in
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advance as being creditworthy by the Trustees. Under procedures established by
the Trustees, the Adviser will monitor the creditworthiness of the firms
involved.
INVESTMENT RESTRICTIONS
The Portfolio has adopted the following fundamental investment
restrictions. These restrictions may not be changed without approval by
holders of a majority of the outstanding shares of the Portfolio. A majority
for this purpose means the holders of: (a) more than 50% of the outstanding
shares, or (b) 67% or more of the shares represented at a meeting where more
that 50% of the outstanding shares are represented, whichever is less.
The Portfolio may not:
(1) borrow money, except as a temporary measure for extraordinary or
emergency purposes the Portfolio may borrow from banks in aggregate
amounts at any one time outstanding not exceeding 33 1/3% of the total
assets (including the amount borrowed) of the Portfolio, valued at market;
and the Portfolio may not purchase any securities at any time when
borrowings exceed 5% of the total assets of the Portfolio (taken at market
value). This borrowing restriction does not prohibit the use of reverse
repurchase agreements (see "Reverse Repurchase Agreements"). For purposes
of this investment restriction, forward commitment transactions shall not
constitute borrowings. Interest paid on any borrowings will reduce the
Portfolio's net investment income.
(2) make short sales of securities or purchase any security on margin, except
that the Portfolio may obtain such short-term credit as may be necessary
for the clearance of purchases and sales of securities (this restriction
does not apply to securities purchased on a when-issued basis);
(3) underwrite securities issued by other persons, except insofar as the
Portfolio may technically be deemed an underwriter under the
Securities Act of 1933 in selling a security;
(4) make loans to other persons except (a) through the lending of securities
held by the Portfolio, (b) through the purchase of debt securities in
accordance with the investment policies of the Portfolio (the entry
into repurchase agreements is not considered a loan for purposes of this
restriction).
(5) with respect to 75% of its total assets, purchase the securities of any
one issuer (except securities issued or guaranteed by the U.S. Government
and its agencies or instrumentalities, as to which there are no percentage
limits or restrictions) if immediately after and as a result of such
purchase (a) more than 5% of the value of its assets would be invested in
that issuer, or (b) the Portfolio would hold more than 10% of the
outstanding voting securities of that issuer.
(6) purchase or sell real estate (including limited partnership interests)
other than securities secured by real estate or interests therein
including mortgage-related securities, interests in oil, gas or
mineral leases in the ordinary course of business (the Portfolio reserves
the freedom of action to hold and to sell real estate acquired as a result
of the ownership of securities).
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<PAGE> 432
(7) invest more than 25% of its total assets in the securities of issuers
whose principal business activities are in the same industry (excluding
obligations of the U.S. Government and repurchase agreements).
(8) issue any senior security (as that term is defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), if such issuance is
specifically prohibited by the 1940 Act or the rules and regulations
promulgated thereunder.
(9) invest in illiquid securities, including repurchase agreements maturing
in more than seven days but excluding securities which may be resold
pursuant to Rule 144A under the Securities Act of 1933, if, as a result
thereof, more than 10% of the net assets (taken at market value at the
time of each investment of the Portfolio, as the case may be) would be
invested in such securities.
(10) Invest in securities of any company if, to the knowledge of the Trust,
any officer or director of the Trust or its Adviser owns more than 1/2 of
1% of the outstanding securities of such company, and all such officers
and directors own in the aggregate more than 5% of the outstanding
securities of such company.
The Portfolio has also adopted the following additional operating
restrictions that may be required by various laws and administrative positions.
These operating restrictions are not fundamental policies and may be changed by
the Portfolio without approval of its shareholders.
Under those operating restrictions, the Portfolio may not:
(a) invest in companies for the purpose of exercising control or management;
(b) make investments in the securities of other investment companies, except
as otherwise permitted by the 1940 Act or in connection with a
merger, consolidation, or reorganization;
(c) invest in securities of issuers (other than U.S. Government Securities)
having a record of less than three years of continuous operation (for this
purpose, the period of operation of any issuer shall include the period of
operation of any predecessor or unconditional guarantor or such
issuer) if, regarding all securities, more than 5% of the total assets
(taken at market value at the time of each investment) of the Portfolio,
as the case may be would be invested in such securities;
(d) invest in commodities and commodity futures contracts, put or call options
or any combination thereof;
(e) mortgage, pledge, hypothecate or in any manner transfer, as security for
indebtedness, any securities owned by the Portfolio except as may be
necessary in connection with borrowings mentioned in (1) above; or
(f) purchase warrants of any issuer, except on a limited basis, if, as a
result, more than 2% of the value of its total assets would be invested in
warrants which are not listed on the New York Stock Exchange and more
than 5% of the value of its total assets would be invested in warrants,
whether or not so listed, such warrants in each case to be valued at the
lesser
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<PAGE> 433
of cost or market, but assigning no value to warrants acquired by the
Portfolio in units or attached to debt securities.
Pursuant to an undertaking with a certain state in connection with the
registration of shares of John Hancock Adjustable U.S. Government Trust (the
"Fund") (which invests its shares in the Portfolio), neither the Fund nor the
Portfolio will invest more than 15% of its respective net assets in illiquid
and restricted securities so long as such shares are registered for sale in
such state.
THOSE RESPONSIBLE FOR MANAGEMENT
The businesses of the Portfolio and the Fund are managed by the
Trustees who elect officers who are responsible for the day-to-day operations
of the Portfolio and the Fund and who execute policies formulated by the
Trustees. Several of the officers and Trustees of the Portfolio and the Fund
are also officers and directors of the Adviser or officers and directors of
John Hancock Funds.
<TABLE>
Set forth below is the principal occupation or employment of the
Trustees and officers of the Trust during the past five years.
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
- ---------------- -------------- -----------------------
<S> <C> <C>
Edward J. Boudreau, Jr.* Trustee, Chairman and Chief Executive
101 Huntington Avenue Chairman and Officer, the Adviser and The
Boston, MA 02199 Chief Executive Berkeley Financial Group
Officer(1)(2) ("The Berkeley Group");
Chairman, NM Capital
Management, Inc. ("NM
Capital"); John Hancock
Advisers International Limited
("Advisers International");
John Hancock Funds, Inc.;
John Hancock Investor
Services Corporation
("Investor Services"); and
Sovereign Asset Management
Corporation ("SAMCorp");
(hereinafter the Adviser, the
Berkeley Group, NM Capital,
Advisers International, John
Hancock Funds, Inc., Investor
Services and SAMCorp are
collectively referred to as the
"Affiliated Companies");
Chairman, First Signature
Bank & Trust; Director, John
Hancock Freedom Securities
Corporation, John Hancock
Capital Corporation, New
</TABLE>
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<PAGE> 434
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
- ---------------- -------------- -----------------------
<S> <C> <C>
England/Canada Business
Council; Member, Investment
Company Institute Board of
Governors; Trustee, Museum
of Science; President, the
Adviser (until July 1992);
Trustee or Director of other
investment companies
managed by the Adviser; and
Chairman, John Hancock
Distributors, Inc. (until April,
1994).
James F. Carlin Trustee Chairman and CEO, Carlin
233 West Central Street Consolidated, Inc. (insurance);
Natick, MA 01760 Director, Arbella Mutual
Insurance Company
(insurance), Consolidated
Group Trust (group health
plan), Carlin Insurance
Agency, Inc. and West
Insurance Agency, Inc.;
Receiver, the City of Chelsea
(until August 1992); and
Trustee or Director of other
investment companies
managed by the Adviser.
William H. Cunningham Trustee Chancellor, University of
601 Colorado Street Texas System and former
O'Henry Hall President of the University of
Austin, TX 78701 Texas, Austin, Texas; Regents
Chair in Higher Education
Leadership; James L. Bayless
Chair for Free Enterprise;
Professor of Marketing and
Dean College of Business
Administration/Graduate
School of Business
(1983-1985); Centennial Chair
in Business Education
Leadership, 1983-1985;
Director, LaQuinta Motor Inns,
Inc. (hotel management
company); Director,
Jefferson-Pilot Corporation
(diversified life insurance
company); Director,
Freeport-McMoran Inc. (oil
and gas company); Director,
</TABLE>
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<PAGE> 435
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
- ---------------- -------------- -----------------------
<S> <C> <C>
Barton Creek Properties, Inc.
(1988-1990) (real estate
development) and LBJ
Foundation Board (education
foundation); and Advisory
Director, Texas Commerce
Bank - Austin.
Charles L. Ladner Trustee(3) Director, Energy North, Inc.
UGI Corporation (public utility holding
460 North Gulph Road company); Senior Vice
King of Prussia, PA 19406 President, Finance UGI Corp.
(public utility holding
company) (until 1992); and
Trustee or Director of other
investment companies
managed by the Adviser.
Leo E. Linbeck, Jr. Trustee Chairman, President, Chief
3810 W. Alabama Executive Officer and
Houston, TX 77027 Director, Linbeck Corporation
(a holding company engaged
in various phases of the
construction industry and
warehousing interests);
Director and Chairman,
Federal Reserve Bank of
Dallas; Chairman of the Board
and Chief Executive Officer,
Linbeck Construction
Corporation; Director,
Panhandle Eastern Corporation
(a diversified energy
company); Director, Daniel
Industries, Inc. (manufacturer
of gas measuring products and
energy related equipment);
Director, GeoQuest
International, Inc. (a
geophysical consulting firm);
and Director, Greater Houston
Partnership.
Patricia P. McCarter Trustee(3) Director and Secretary, the
Swedesford Road McCarter Corp. (machine
RD #3, Box 121 manufacturer); and Trustee or
Malvern, PA 19355 Director of other investment
companies managed by the
Adviser.
</TABLE>
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<PAGE> 436
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
- ---------------- -------------- -----------------------
<S> <C> <C>
Steven R. Pruchansky Trustee(1)(3) Director and Treasurer, Mast
360 Horse Creek Drive, #208 Holdings, Inc.; Director,
Naples, FL 33942 First Signature Bank & Trust
Company (until August 1991);
General Partner, Mast Realty
Trust; President, Maxwell
Building Corp. (until 1991);
and Trustee or Director of
other investment companies
managed by the Adviser.
Norman H. Smith Trustee(3) Lieutenant General, USMC,
Rt. 1, Box 249 E Deputy Chief of Staff for
Linden, VA 22642 Manpower and Reserve
Affairs, Headquarters Marine
Corps; Commanding General
III Marine Expeditionary
Force/3rd Marine Division
(retired 1991); and Trustee or
Director of other investment
companies managed by the
Adviser.
John P. Toolan Trustee(3) Director, The Smith Barney
13 Chadwell Place Muni Bond Funds, The Smith
Morristown, NJ 07960 Barney Tax-Free Money Fund,
Inc., Vantage Money Market
Funds (mutual funds), The
Inefficient-Market Fund, Inc.
(closed-end investment
company) and Smith Barney
Trust Company of Florida;
Chairman, Smith Barney Trust
Company (retired December,
1991); Director, Smith Barney,
Inc., Mutual Management
Company and Smith, Barney
Advisers, Inc. (investment
advisers) (retired 1991); and
Senior Executive Vice
President, Director and
member of the Executive
Committee, Smith Barney,
Harris Upham & Co.,
Incorporated (investment
bankers) (until 1991); and
Trustee or Director of other
investment companies
managed by the Adviser.
</TABLE>
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<PAGE> 437
<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION(S)
NAME AND ADDRESS WITH THE TRUST DURING PAST FIVE YEARS
- ---------------- -------------- -----------------------
<S> <C> <C>
Robert G. Freedman* Vice Chairman President and Chief
101 Huntington Avenue and Chief Investment Officer, the
Boston, MA 02199 Investment Adviser.
Officer(2)
Anne C. Hodsdon* President(2) Executive Vice President, the
101 Huntington Avenue Adviser.
Boston, MA 02199
James B. Little* Senior Vice Senior Vice President, the
101 Huntington Avenue President and Adviser.
Boston, MA 02199 Chief Financial
Officer
Thomas H. Drohan* Senior Vice Senior Vice President and
101 Huntington Avenue President and Secretary, the Adviser.
Boston, MA 02199 Secretary
Michael P. DiCarlo* Senior Vice Senior Vice President, the
101 Huntington Avenue President(2) Adviser.
Boston, MA 02199
Edgar Larsen* Senior Vice Senior Vice President, the
101 Huntington Avenue President Adviser.
Boston, MA 02199
B.J. Willingham* Senior Vice Senior Vice President, the
101 Huntington Avenue President Adviser. Formerly, Director
Boston, MA 02199 and Chief Investment Officer
of Transamerica Fund
Management Company.
James J. Stokowski* Vice President Vice President, the Adviser.
101 Huntington Avenue and Treasurer
Boston, MA 02199
Susan S. Newton* Vice President Vice President and Assistant
101 Huntington Avenue and Compliance Secretary, the Adviser.
Boston, MA 02199 Officer
John A. Morin* Vice President Vice President, the Adviser.
101 Huntington Avenue
Boston, MA 02199
</TABLE>
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<PAGE> 438
________________________
* An "interested person" of the Portfolio, as such term is defined in the
1940 Act.
(1) Member of the Executive Committee. Under the Trust's Declaration of
Trust, the Executive Committee may generally exercise most of the powers
of the Board of Directors.
(2) A Member of the Investment Committee of the Adviser.
(3) Member of the Audit Committee and the Committee on Administration.
(4) A Member of the Audit, Administration and Compensation Committees.
All of the officers listed are officers or employees of the Adviser or
affiliated companies. Some of the Trustees and officers may also be officers
and/or directors and/or trustees of one or more of the other funds for which
the Adviser serves as investment adviser.
As of April 28, 1995, there were 2,261,487 shares of the Portfolio
outstanding and officers and trustees of the Portfolio as a group beneficially
owned less than 1% of these outstanding shares. At such date, the Fund held of
record 100% of the shares outstanding. Such ownership by the Fund,
representing an interest of more than 25% of the outstanding shares of the
Portfolio, results in the presumption of "control" as defined under the 1940
Act and has the result that the Fund can materially affect a positive or
negative vote on any matters which require the vote of all shareholders of the
Portfolio.
As of April 28, 1995, there were 2,261,487 shares of Adjustable
Government Fund outstanding and officers and trustees of Adjustable Government
Fund as a group beneficially owned less than 1% of these outstanding shares.
At such date, Merrill Lynch Pierce Fenner & Smith, Inc., Jacksonville, Florida
held of record 213,732 shares representing approximately 9% of the shares
outstanding of Adjustable Government Fund. At such date, no other person owned
of record or beneficially as much as 5% of the outstanding shares of Adjustable
Government Fund.
As of December 22, 1994, the Trustees have established an Advisory
Board which acts to facilitate a smooth transition of management over a
two-year period (between Transamerica Fund Management Company ("TFMC"), the
prior investment adviser, and the Adviser). The members of the Advisory Board
are distinct from the Board of Trustees, do not serve the Portfolio in any
other capacity and are persons who have no power to determine what securities
are purchased or sold on behalf of the Portfolio. Each member of the Advisory
Board may be contacted at 101 Huntington Avenue, Boston, Massachusetts 02199.
Members of the Advisory Board and their respective principal
occupations during the past five years are as follows:
R. Trent Campbell, President, FMS, Inc. (financial and management
services); former Chairman of the Board, Mosher Steel Company.
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<PAGE> 439
Mrs. Lloyd Bentsen, Formerly National Democratic Committeewoman
from Texas; co-founder, Houston Parents' League; former board member of
various civic and cultural organizations in Houston, including the Houston
Symphony, Museum of Fine Arts and YWCA. Mrs. Bentsen is presently
active in various civic and cultural activities in the Washington, D.C.
area, including membership on the Area Board for The March of Dimes and is
a National Trustee for the Botanic Gardens of Washington, D.C.
Thomas R. Powers, Formerly Chairman of the Board, President and
Chief Executive Officer, TFMC; Director, West Central Advisory Board,
Texas Commerce Bank; Trustee, Memorial Hospital System; Chairman of the
Board of Regents of Baylor University; Member, Board of Governors,
National Association of Securities Dealers, Inc.; Formerly, Chairman,
Investment Company Institute; formerly, President, Houston Chapter of
Financial Executive Institute.
Thomas B. McDade, Chairman and Director, TransTexas Gas Company;
Director, Houston Industries and Houston Lighting and Power Company;
Director, TransAmerican Companies (natural gas producer and
transportation); Member, Board of Managers, Harris County Hospital
District; Advisory Director, Commercial State Bank, El Campo; Advisory
Director, First National Bank of Bryan; Advisory Director, Sterling
Bancshares; Former Director and Vice Chairman, Texas Commerce Bancshares;
and Vice Chairman, Texas Commerce Bank.
COMPENSATION OF THE BOARD OF TRUSTEES AND ADVISORY BOARD. Each
Independent Trustee receives an annual retainer of $44,000, a meeting fee of
$4,000 for each of the four regularly scheduled meetings held during the year
and a fee of $25 per day or actual travel expenses, whichever is greater. This
compensation is apportioned among the John Hancock funds, including the
Portfolio, on which such Trustees serve based on the net asset values of such
funds. Advisory Board Members receive from the John Hancock funds an annual
retainer of $40,000 and a meeting fee of $7,000 for each of the two regularly
scheduled meetings to be held in 1995 and the one in 1996. For the fiscal year
ended March 31, 1994, the Trust paid Trustees' fees in the aggregate of $26,337
to all the Trustees then serving as such.
INVESTMENT ADVISORY AND OTHER SERVICES
As described in the Prospectus, the Portfolio receives its investment
advice from the Adviser. Investors should refer to the Prospectus for a
description of certain information concerning the investment management
contract. Each of the Trustees and principal officers affiliated with the
Portfolio who is also an affiliated person of the Adviser is named above,
together with the capacity in which such person is affiliated with the
Portfolio, the Adviser or TFMC (the Portfolio's prior investment adviser).
The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts
02199-7603, was organized in 1968 and currently has more than $13 billion in
assets under management in its capacity as investment adviser to the Portfolio
and the other mutual funds and publicly traded investment companies in the John
Hancock group of funds having a combined total of over 1,060,000 shareholders.
The Adviser is a wholly-owned subsidiary of The Berkeley Financial Group, which
is in turn a wholly-owned subsidiary of John Hancock Subsidiaries, Inc., which
is in turn a wholly-owned subsidiary of the Life Company, one of the most
recognized and respected financial institutions in the nation. With total
assets under management of over $80 billion, the
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Life Company is one of the ten largest life insurance companies in the United
States and carries Standard & Poor's and A.M. Best's highest ratings.
Founded in 1862, the Life Company has been serving clients for over 130 years.
As described in the Prospectus under the caption "Organization and
Management of the Fund," the Portfolio has entered into an investment
management contract with the Adviser. Under the investment management
contract, the Adviser provides the Portfolio with (i) a continuous investment
program, consistent with the Portfolio's stated investment objective and
policies, (ii) supervision of all aspects of the Portfolio's operations except
those that are delegated to a custodian, transfer agent or other agent and
(iii) such executive, administrative and clerical personnel, officers and
equipment as are necessary for the conduct of its business. The Adviser is
responsible for the day-to-day management of the Portfolio's assets.
No person other than the Adviser and its directors and employees
regularly furnishes advice to the Portfolio with respect to the desirability of
the Portfolio investing in, purchasing or selling securities. The Adviser may
from time to time receive statistical or other similar factual information, and
information regarding general economic factors and trends, from the Life
Company and its affiliates.
Under the terms of the investment management contract with the
Portfolio, the Adviser provides the Portfolio with office space, equipment and
supplies and other facilities and personnel required for the business of the
Portfolio. The Adviser pays the compensation of all officers and employees of
the Portfolio and pays the expenses of clerical services relating to the
administration of the Portfolio. All expenses which are not specifically paid
by the Adviser and which are incurred in the operation of the Portfolio,
including, but not limited to, (i) the fees of the Trustees of the Portfolio
who are not "interested persons," as such term is defined in the 1940 Act (the
"Independent Trustees"), (ii) the fees of the members of the Portfolio's
Advisory Board (described above) and (iii) the continuous public offering of
the shares of the Portfolio are borne by the Portfolio.
As provided by the investment management contract, the Portfolio pays
the Adviser an investment management fee, which is accrued daily and paid
monthly in arrears, equal on an annual basis to 0.40% of the Portfolio's
average daily net asset value.
Payment due the Adviser at the end of the first month shall be 1/12 of
the annual fees, based on average daily net assets of the Portfolio for that
month. At the end of each successive month, the Adviser shall be entitled to a
proportionate part of the annual fees, based on average net assets from the
first day of the fiscal year of the Portfolio through the last day of the
month for which payments is made, less any previous payments made to the
Adviser during such fiscal year.
The Adviser may voluntarily and temporarily reduce its advisory fee or
make other arrangements to limit the Portfolio's expenses to a specified
percentage of average daily net assets. The Adviser retains the right to
re-impose the advisory fee and recover any other payments to the extent that,
at the end of any fiscal year, the Portfolio's annual expenses fall below this
limit.
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In the event normal operating expenses of the Portfolio, exclusive of
certain expenses prescribed by state law, are in excess of any state limit
where the Portfolio is registered to sell shares of beneficial interest, the
fee payable to the Adviser will be reduced to the extent of such excess and the
Adviser will make any additional arrangements necessary to eliminate any
remaining excess expenses. Currently, the most restrictive limit applicable to
the Portfolio is 2.5% of the first $30,000,000 of the Portfolio's average daily
net asset value, 2% of the next $70,000,000 and 1.5% of the remaining average
daily net asset value.
Pursuant to the investment management contract, the Adviser is not
liable to the Portfolio or its shareholders for any error of judgment or
mistake of law or for any loss suffered by the Portfolio in connection with the
matters to which the contract relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Adviser in the
performance of its duties or from its reckless disregard of the obligations and
duties under the applicable contract.
The initial term of the investment management contract expires on
December 22, 1996 and it will continue in effect from year to year thereafter
if approved annually by a vote of a majority of the Independent Trustees of the
Portfolio, cast in person at a meeting called for the purpose of voting on such
approval, and by either a majority of the Trustees or the holders of a majority
of the Portfolio's outstanding voting securities. The management contract may,
on 60 days' written notice, be terminated at any time without the payment of
any penalty to the Portfolio by vote of a majority of the outstanding voting
securities of the Portfolio, by the Trustees or by the Adviser. The management
contract terminates automatically in the event of its assignment.
Securities held by the Portfolio may also be held by other funds or
investment advisory clients for which the Adviser or its affiliates provide
investment advice. Because of different investment objectives or other
factors, a particular security may be bought for one or more funds or clients
when one or more are selling the same security. If opportunities for purchase
or sale of securities by the Adviser or for other funds or clients for which
the Adviser renders investment advice arise for consideration at or about the
same time, transactions in such securities will be made, insofar as feasible,
for the respective funds or clients in a manner deemed equitable to all of
them. To the extent that transactions on behalf of more than one client of the
Adviser or its respective affiliates may increase the demand for securities
being purchased or the supply of securities being sold, there may be an adverse
effect on price.
Under the investment management contract, the Portfolio may use the
name "John Hancock" or any name derived from or similar to it only for as long
as the investment management contract or any extension, renewal or amendment
thereof remains in effect. If the Portfolio's investment management contract
is no longer in effect, the Portfolio (to the extent that it lawfully can) will
cease to use such name or any other name indicating that it is advised by or
otherwise connected with the Adviser. In addition, the Adviser or the Life
Company may grant the non-exclusive right to use the name "John Hancock" or any
similar name to any other corporation or entity, including but not limited to
any investment company of which the Life Company or any subsidiary or affiliate
thereof or any successor to the business of any subsidiary or affiliate thereof
shall be the investment adviser.
For the period December 31, 1991 through March 31, 1992 and the fiscal
years ended March 31, 1993 and 1994, advisory fees payable by the Portfolio to
TFMC, the Portfolio's former investment adviser, amounted to $5,480, $123,662
and $184,072, respectively; however, a portion of such fees were not imposed
pursuant to the voluntary fee and expense limitation arrangements then in
effect (see "The Portfolio's and the Fund's Expenses" in the Prospectus).
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ADMINISTRATIVE SERVICES AGREEMENT. The Portfolio was a party to an
administrative services agreement with TFMC (the "Services Agreement"),
pursuant to which TFMC performed bookkeeping and accounting services and
functions, including preparing and maintaining various accounting books,
records and other documents and keeping such general ledgers and portfolio
accounts as are reasonably necessary for the operation of the Portfolio. Other
administrative services included communications in response to shareholder
inquiries and certain printing expenses of various financial reports. In
addition, such staff and office space, facilities and equipment was provided as
necessary to provide administrative services to the Portfolio. The Services
Agreement was amended in connection with the appointment of the Adviser as
adviser to the Portfolio to permit services under the Agreement to be provided
to the Portfolio by the Adviser and its affiliates. The Services Agreement was
terminated during the current fiscal year.
For the period December 31, 1991 through March 31, 1992, and for the
fiscal years ended March 31, 1993 and 1994, the Portfolio paid TFMC (pursuant
to the Services Agreement) $3,099, $37,033 and $38,012, respectively, of which
$3,099, $26,189 and $26,722, respectively, was paid to TFMC and $0, $10,844 and
$11,290, respectively, were paid for certain data processing and pricing
information services.
DISTRIBUTION CONTRACT
As discussed in the Prospectus, the Portfolio's shares are sold on a
continuous basis at the public offering price. John Hancock Funds, a
wholly-owned subsidiary of the Adviser, has the exclusive right, pursuant to
the Distribution Contract dated December 22, 1994 (the "Distribution
Contract"), to purchase shares from the Portfolio at net asset value for resale
to the public or to broker-dealers at the public offering price. Upon notice
to all broker-dealers ("Selling Brokers") with whom it has sales agreements,
John Hancock Funds may allow such Selling Brokers up to the full applicable
sales charge during periods specified in such notice. During these periods,
such Selling Brokers may be deemed to be underwriters as that term is defined
in the Securities Act of 1933.
The Distribution Contract was initially adopted by the affirmative vote
of the Portfolio's Board of Trustees including the vote of a majority of the
Independent Trustees, cast in person at a meeting called for such purpose. The
Distribution Contract shall continue in effect until December 22, 1996 and from
year to year thereafter if approved by either the vote of the Portfolio's
shareholders or the Board of Trustees, including the vote of a majority of the
Independent Trustees, cast in person at a meeting called for such purpose. The
Distribution Contract may be terminated at any time, without penalty, by either
party upon sixty (60) days' written notice or by a vote of a majority of the
outstanding voting securities of the Portfolio and terminates automatically in
the case of an assignment by John Hancock Funds.
When the Portfolio seeks an Independent Trustee to fill a vacancy or as
a nominee for election by shareholders, the selection or nomination of the
Independent Trustee is, under resolutions adopted by the Trustees
contemporaneously with their adoption of the Plans, committed to the discretion
of the Committee on Administration of the Trustees. The members of the
Committee on Administration are all Independent Trustees and identified in this
Statement of Additional Information under the heading "Those Responsible for
Management."
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NET ASSET VALUE
For purposes of calculating the net asset value ("NAV") of the
Portfolio's shares, the following procedures are utilized wherever applicable.
Debt investment securities are valued on the basis of valuations
furnished by a principal market maker or a pricing service, both of which
generally utilize electronic data processing techniques to determine valuations
for normal institutional size trading units of debt securities without
exclusive reliance upon quoted prices.
Short-term debt investments which have a remaining maturity of 60 days
or less are generally valued at amortized cost, which approximates market
value. If market quotations are not readily available or if in the opinion of
the Adviser any quotation or price is not representative of true market value,
the fair value of the security may be determined in good faith in accordance
with procedures approved by the Trustees.
The Portfolio will not price its securities on the following national
holidays: New Year's Day; Presidents' Day; Good Friday; Memorial Day;
Independence Day; Labor Day; Thanksgiving Day; and Christmas Day.
PURCHASE OF SHARES
Shares of the Portfolio are offered at a price equal to their net asset
value. Share certificates will not be issued unless requested by the
shareholder in writing, and then only will be issued for full shares. The
Board of Trustees reserves the right to change or waive the minimum investment
requirements and to reject any order to purchase shares when in the judgment of
the Adviser such rejection is in the Portfolio's best interest.
SPECIAL REDEMPTIONS
Although it would not normally do so, the Portfolio has the right to
pay the redemption price of shares of the Portfolio in whole or in part in
portfolio securities as prescribed the Trustees. When the shareholder sells
portfolio securities received in this fashion, he would incur a brokerage
charge. Any such securities would be valued for the purposes of making such
payment at the same value as used in determining net asset value. The Portfolio
has elected to be governed by Rule 18f-1 under the 1940 Act, pursuant to which
the Portfolio is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net asset value of the Portfolio during any 90 day period
for any one account.
DESCRIPTION OF THE PORTFOLIO'S SHARES
Ownership in the Portfolio is represented by transferable shares of
beneficial interest. The Declaration of Trust permits the Trustees to create
an unlimited number of series and classes of shares of the Trust and, with
respect to each series and class, to issue an unlimited number of full or
fractional shares and to divide or combine the shares into a greater or lesser
number of shares without thereby changing the proportionate beneficial
interests of the series.
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Each share of each series or class of the Trust represents an equal
proportionate interest with each other in that series or class, none having
priority or preference over other shares of the same series or class. The
interest of investors in the various series or classes of the Trust is separate
and distinct. All consideration received for the sales of shares of a
particular series or class of the Trust, all assets in which such consideration
is invested and all income, earnings and profits derived from such investments
will be allocated to and belong to that series or class. As such, each such
share is entitled to dividends and distributions out of the net income
belonging to that series or class as declared by the Board of Trustees. Shares
of the Trust have a par value of $0.01 per share. The assets of each series
are segregated on the Trust's books and are charged with the liabilities of
that series and with a share of the Trust's general liabilities. The Board of
Trustees determines those assets and liabilities deemed to be general assets or
liabilities of the Trust, and these items are allocated among each series in
proportion to the relative total net assets of each series. In the unlikely
event that the liabilities allocable to a series exceed the assets of that
series, all or a portion of such liabilities may have to be borne by the other
series.
Pursuant to the Declaration of Trust, the Trustees have established six
series of shares, including the Portfolio, and may authorize the creation of
additional series of shares (the proceeds of which would be invested in
separate, independently managed portfolios) and additional classes within any
series (which would be used to distinguish among the rights of different
categories of shareholders, as might be required by future regulations or other
unforeseen circumstances). The five other series of Trust are John Hancock
Intermediate Government Trust, John Hancock Adjustable U.S. Government Trust,
John Hancock Investment Quality Bond Fund, John Hancock U.S. Government Trust
and John Hancock Government Securities Trust.
VOTING RIGHTS. Shareholders are entitled to a full vote for each full
share held. The Trustees themselves have the power to alter the number and the
terms of office of Trustees, and they may at any time lengthen their own terms
or make their terms of unlimited duration (subject to certain removal
procedures) and appoint their own successors, provided that at all times at
least a majority of the Trustees have been elected by shareholders. The voting
rights of shareholders are not cumulative, so that holders of more than 50% of
the shares voting can, if they choose, elect all Trustees being voted upon,
while the holders of the remaining shares would be unable to elect any
Trustees. Although the Trust need not hold annual meetings of shareholders,
the Trustees may call special meetings of shareholders for action by
shareholder vote as may be required by the 1940 Act or the Declaration of
Trust. Also, a shareholders' meeting must be called if so requested in writing
by the holders of record of 10% or more of the outstanding shares of the Trust.
In addition, the Trustees may be removed by the action of the holders of record
of two-thirds or more of the outstanding shares.
SHAREHOLDER LIABILITY. The Declaration of Trust provides that no
Trustee, officer, employee or agent of the Trust is liable to the Trust or any
series or to a shareholder, nor is any Trustee, officer, employee or agent
liable to any third persons in connection with the affairs of the Trust, except
as such liability may arise from his or its own bad faith, willful misfeasance,
gross negligence or reckless disregard of his duties. It also provides that
all third persons shall look solely to the particular series' property for
satisfaction of claims arising in connection with the affairs of that series.
With the exceptions stated, the Declaration of Trust provides that a Trustee,
officer, employee or agent is entitled to be indemnified against all liability
in connection with the affairs of the Trust.
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As a Massachusetts business trust, the Trust is not required to issue
share certificates. The Trust shall continue without limitation of time
subject to the provisions in the Declaration of Trust concerning termination by
action of the shareholders.
Under Massachusetts law, shareholders of a Massachusetts business trust
could, under certain circumstances, be held personally liable for acts or
obligations of the trust. However, the Trust's Declaration of Trust contains
an express disclaimer of shareholder liability for acts, obligations and
affairs of the Trust. The Declaration of Trust also provides for
indemnification out of the Trust's assets for all losses and expenses of any
shareholder held personally liable by reason of being or having been a
shareholder. Liability is therefore limited to circumstances in which the
Trust itself would be unable to meet its obligations, and the possibility of
this occurrence is remote.
TAX STATUS
The Portfolio is treated as a separate entity for accounting and tax
purposes. The Portfolio has qualified and elected to be treated as a
"regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code") and intends to continue to so qualify in the
future. As such and by complying with the applicable provisions of the Code
regarding the sources of its income, the timing of its distributions, and the
diversification of its assets, the Portfolio will not be subject to Federal
income tax on its net income (including net short-term and long-term capital
gains) which is distributed to shareholders at least annually in accordance
with the timing requirements of the Code.
The Portfolio will be subject to a 4% non-deductible Federal excise tax
on certain amounts not distributed (and not treated as having been distributed)
on a timely basis in accordance with annual minimum distribution requirements.
The Portfolio intends under normal circumstances to avoid liability for such
tax by satisfying such distribution requirements.
Distributions from the Portfolio's current or accumulated earnings and
profits ("E&P"), as computed for Federal income tax purposes, will be taxable
as described in the Portfolio's Prospectus whether taken in shares or in cash.
Distributions, if any, in excess of E&P will constitute a return of capital,
which will first reduce an investor's tax basis in Portfolio shares and
thereafter (after such basis is reduced to zero) will generally give rise to
capital gains. Shareholders electing to receive distributions in the form of
additional shares will have a cost basis for Federal income tax purposes in
each share so received equal to the amount of cash they would have received had
they elected to receive the distributions in cash, divided by the number of
shares received.
The Portfolio's dividends and capital gain distributions will not
qualify for the corporate dividends received deduction.
The amount of net short-term and long-term capital gains, if any, in
any given year will vary depending upon the Adviser's current investment
strategy and whether the Adviser believes it to be in the best interest of the
Portfolio to dispose of portfolio securities that will generate capital gains.
At the time of an investor's purchase of Portfolio shares, a portion of the
purchase price is often attributable to realized or unrealized appreciation in
the Portfolio's portfolio. Consequently, subsequent distributions from such
appreciation may be taxable to such investor even if the net asset value of the
investor's shares is, as a result of the distributions, reduced below
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the investor's cost for such shares, and the distributions in reality represent
a return of a portion of the purchase price.
Upon a redemption of shares of the Portfolio (including by exercise of
the exchange privilege) a shareholder may realize a taxable gain or loss
depending upon his basis in his shares. Such gain or loss will be treated as
capital gain or loss if the shares are capital assets in the shareholder's
hands and will be long-term or short-term, depending upon the shareholder's tax
holding period for the shares. Any loss realized on a redemption or exchange
may be disallowed to the extent the shares disposed of are replaced with other
shares of the Portfolio within a period of 61 days beginning 30 days before and
ending 30 days after the shares are disposed of, such as pursuant to the
Dividend Reinvestment Plan. In such a case, the basis of the shares acquired
will be adjusted to reflect the disallowed loss. Any loss realized upon the
redemption of shares with a tax holding period of six months or less will be
treated as a long-term capital loss to the extent of any amounts treated as
distributions of long-term capital gain with respect to such shares.
Although its present intention is to distribute all net short-term and
long-term capital gains, if any, the Portfolio reserves the right to retain and
reinvest all or any portion of its "net capital gain," which is the excess, as
computed for Federal income tax purposes, of net long-term capital gain over
net short-term capital loss in any year. The Portfolio will not in any event
distribute net long-term capital gains realized in any year to the extent that
a capital loss is carried forward from prior years against such gain. To the
extent such excess was retained and not exhausted by the carryforward of prior
years' capital losses, it would be subject to Federal income tax in the hands
of the Portfolio. Each shareholder would be treated for Federal income tax
purposes as if the Portfolio had distributed to him on the last day of its
taxable year his pro rata share of such excess, and he had paid his pro rata
share of the taxes paid by the Portfolio and reinvested the remainder in the
Portfolio. Accordingly, each shareholder would (a) include his pro rata share
of such excess as long-term capital gain income in his return for his taxable
year in which the last day of the Portfolio's taxable year falls, (b) be
entitled either to a tax credit on his return for, or to a refund of, his pro
rata share of the taxes paid by the Portfolio, and (c) be entitled to increase
the adjusted tax basis for his shares in the Portfolio by the difference
between his pro rata share of such excess and his pro rata share of such taxes.
For Federal income tax purposes, the Portfolio is permitted to carry
forward a net capital loss in any year to offset its own net capital gains, if
any, during the eight years following the year of the loss. To the extent
subsequent net capital gains are offset by such losses, they would not result
in Federal income tax liability to the Portfolio and, as noted above, would not
be distributed as such to shareholders. The Portfolio has $905,314 of capital
loss carryforwards as of the tax year ended December 31, 1994, of which $55,496
expires in 2000, $23,234 in 2001 and $826,584 in 2002, available to offset
future net capital gains.
The Portfolio must accrue income on investments in certain PIKs, zero
coupon securities or certain increasing rate securities (and, in general, any
other securities with original issue discount or with market discount if the
Portfolio elects to include market discount in income currently) prior to the
receipt of the corresponding cash payments. However, the Portfolio must
distribute, at least annually, all or substantially all of its net income,
including such accrued income, to shareholders to qualify as a regulated
investment company under the Code and avoid Federal income and excise taxes.
Therefore, the Portfolio may have to dispose of its portfolio securities under
disadvantageous circumstances to generate cash, or may have to leverage itself
by borrowing the cash, to satisfy distribution requirements.
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Different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and post-retirement
distributions and certain prohibited transactions, is accorded to accounts
maintained as qualified retirement plans. Shareholders should consult their
tax advisers for more information.
The foregoing discussion relates solely to U.S. Federal income tax law
as applicable to U.S. persons (i.e., U.S. citizens or residents and U.S.
domestic corporations, partnerships, trusts or estates) subject to tax under
such law. The discussion does not address special tax rules applicable to
certain classes of investors, such as tax-exempt entities, insurance companies,
and financial institutions. Dividends, capital gain distributions, and
ownership of or gains realized on the redemption (including an exchange) of
Portfolio shares may also be subject to state and local taxes. Shareholders
should consult their own tax advisers as to the Federal, state or local tax
consequences of ownership of shares of, and receipt of distributions from, the
Portfolio in their particular circumstances.
Non-U.S. investors not engaged in a U.S. trade or business with which
their investment in the Portfolio is effectively connected will be subject to
U.S. Federal income tax treatment that is different from that described above.
These investors may be subject to nonresident alien withholding tax at the rate
of 30% (or a lower rate under an applicable tax treaty) on amounts treated as
ordinary dividends from the Portfolio and, unless an effective IRS Form W-8 or
authorized substitute is on file, to 31% backup withholding on certain other
payments from the Portfolio. Non-U.S. investors should consult their tax
advisers regarding such treatment and the application of foreign taxes to an
investment in any fund.
The Portfolio is not subject to Massachusetts corporate excise or
franchise taxes. Provided that the Portfolio qualifies as a regulated
investment company under the Code, it will also not be required to pay any
Massachusetts income tax.
CALCULATION OF PERFORMANCE
For the 30-day period ended September 30, 1994, the annualized yield of
the Portfolio was 5.25%. At September 30, 1994, the average annual return for
the Portfolio was 1.28% for the one-year period ended September 30, 1994.
The Portfolio's yield is computed by dividing net investment income per
share determined for a 30-day period by the maximum offering price per share on
the last day of the period, according to the following standard formula:
Yield = 2 [ (a-b + 1 )6 -1]
----
cd
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Where:
a = dividends and interest earned during the period.
b = net expenses accrued during the period.
c = the average daily number of fund shares outstanding during the
period that would be entitled to receive dividends.
d = the maximum offering price per share on the last day of the period
(NAV where applicable).
The Portfolio's total return is computed by finding the average annual
compounded rate of return over the 1-year, 5-year, and 10-year periods that
would equate the initial amount invested to the ending redeemable value
according to the following formula:
P (1 + T)n = ERV
Where:
P = a hypothetical initial investment of $1,000.
T = average annual total return
n = number of years
ERV= ending redeemable value of a hypothetical $1,000 investment made at
the beginning of the designated periods or fraction thereof.
This calculation also assumes that all dividends and distributions are
reinvested at net asset value on the reinvestment dates during the period. The
"distribution rate" is determined by annualizing the result of dividing the
declared dividends of the Portfolio during the period stated by the maximum
offering price or net asset value at the end of the period.
In addition to average annual total returns, the Portfolio may quote
unaveraged or cumulative total returns reflecting the simple change in value of
an investment over a stated period. Cumulative total returns may be quoted as
a percentage or as a dollar amount, and may be calculated for a single
investment, a series of investments, and/or a series of redemptions, over any
time period.
From time to time, in reports and promotional literature, the
Portfolio's yield and total return will be compared to indices of mutual funds
and bank deposit vehicles such as Lipper Analytical Services, Inc.'s "Lipper --
Fixed Income Fund Performance Analysis," a monthly publication which tracks net
assets, total return, and yield on approximately 1,700 fixed income mutual
funds in the United States. Ibbotson and Associates, CDA Weisenberger and F.C.
Towers are also used for comparison purposes, as well a the Russell and
Wilshire Indices.
Performance rankings and ratings reported periodically in national
financial publications such as MONEY Magazine, FORBES, BUSINESS WEEK, THE WALL
STREET JOURNAL, MICROPAL, INC., MORNINGSTAR, STANGER'S and BARRON'S, etc. will
also be utilized.
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The Portfolio's promotional and sales literature may make reference to the
Portfolio's "beta." Beta is a reflection of the market-related risk of the
Portfolio by showing how responsive the Portfolio is to the market.
The performance of the Portfolio is not fixed or guaranteed.
Performance quotations should not be considered to be representations of
performance of the Portfolio for any period in the future. The performance of
the Portfolio is a function of many factors including its earnings, expenses
and number of outstanding shares. Fluctuating market conditions; purchases,
sales and maturities of portfolio securities; sales and redemptions of shares
of beneficial interest; and changes in operating expenses are all examples of
items that can increase or decrease the Portfolio's performance.
BROKERAGE ALLOCATION
Decisions concerning the purchase and sale of portfolio securities are
made by the Adviser pursuant to recommendations made by its investment
committee, which consists of officers and directors of the Adviser and
affiliates and officers and Trustees who are interested persons of the
Portfolio. Orders for purchases and sales of securities are placed in a manner
which, in the opinion of the Adviser will offer the best price and market for
the execution of each such transaction. Purchases from underwriters of
portfolio securities may include a commission or commissions paid by the issuer
and transactions with dealers serving as market makers reflect a "spread."
Investments in debt securities are generally traded on a net basis through
dealers acting for their own account as principals and not as brokers; no
brokerage commissions are payable on such transactions.
The Portfolio's primary policy is to execute all purchases and sales of
portfolio instruments at the most favorable prices consistent with best
execution, considering all of the costs of the transaction including brokerage
commissions. This policy governs the selection of brokers and dealers and the
market in which a transaction is executed. Consistent with the foregoing
primary policy, the Rules of Fair Practice of the NASD and other policies that
the Trustees may determine, the Adviser may consider sales of shares of the
Portfolio as a factor in the selection of broker-dealers to execute the
Portfolio's portfolio transactions.
To the extent consistent with the foregoing, the Portfolio will be
governed in the selection of brokers and dealers, and the negotiation of
brokerage commission rates and dealer spreads, by the reliability and quality
of the services, including primarily the availability and value of research
information and to a lesser extent statistical assistance furnished to the
Adviser of the Portfolio, and their value and expected contribution to the
performance of the Portfolio. It is not possible to place a dollar value on
information and services to be received from brokers and dealers, since it is
only supplementary to the research efforts of the Adviser. The receipt of
research information is not expected to reduce significantly the expenses of
the Adviser. The research information and statistical assistance furnished by
brokers and dealers may benefit the Life Company or other advisory clients of
the Adviser, and conversely, brokerage commissions and spreads paid by other
advisory clients of the Adviser may result in research information and
statistical assistance beneficial to the Portfolio. The Portfolio will make no
commitments to allocate portfolio transactions upon any prescribed basis.
While the Portfolio's officers will be primarily responsible for the allocation
of the Portfolio's brokerage business, their policies and practices in this
regard must be consistent with the foregoing and will at all times be subject
to review by the
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<PAGE> 450
Trustees. For the fiscal years ended May 31, 1994, 1993 and 1992, no
negotiated brokerage commissions were paid on portfolio transactions.
As permitted by Section 28(e) of the Securities Exchange Act of 1934,
the Portfolio may pay to a broker which provides brokerage and research
services to the Portfolio an amount of disclosed commission in excess of the
commission which another broker would have charged for effecting that
transaction. This practice is subject to a good faith determination by the
Trustees that the price is reasonable in light of the services provided and to
policies that the Trustees may adopt from time to time. During the fiscal year
ended May 31, 1994, the Portfolio did not pay commissions as compensation to
any brokers for research services such as industry, economic and company
reviews and evaluations of securities.
The Adviser's indirect parent, the Life Company, is the indirect sole
shareholder of John Hancock Freedom Securities Corporation and its
subsidiaries, three of which, Tucker Anthony Incorporated ("Tucker Anthony")
John Hancock Distributors, Inc. ("John Hancock Distributors") and Sutro &
Company, Inc. ("Sutro"), are broker-dealers ("Affiliated Brokers"). Pursuant
to procedures determined by the Trustees and consistent with the above policy
of obtaining best net results, the Portfolio may execute portfolio transactions
with or through Tucker Anthony, Sutro or John Hancock Distributors. During the
year ended May 31, 1994, the Portfolio did not execute any portfolio
transactions with then affiliated brokers.
Any of the Affiliated Brokers may act as broker for the Portfolio on
exchange transactions, subject, however, to the general policy of the Portfolio
set forth above and the procedures adopted by the Trustees pursuant to the 1940
Act. Commissions paid to an Affiliated Broker must be at least as favorable as
those which the Trustees believe to be contemporaneously charged by other
brokers in connection with comparable transactions involving similar securities
being purchased or sold. A transaction would not be placed with an Affiliated
Broker if the Portfolio would have to pay a commission rate less favorable than
the Affiliated Broker's contemporaneous charges for comparable transactions for
its other most favored, but unaffiliated, customers, except for accounts for
which the Affiliated Broker acts as a clearing broker for another brokerage
firm, and any customers of the Affiliated Broker not comparable to the
Portfolio as determined by a majority of the Trustees who are not interested
persons (as defined in the 1940 Act) of the Portfolio, the Adviser or the
Affiliated Brokers. Because the Adviser, which is affiliated with the
Affiliated Brokers, has, as an investment adviser to the Portfolio, the
obligation to provide investment management services, which includes elements
of research and related investment skills, such research and related skills
will not be used by the Affiliated Brokers as a basis for negotiating
commissions at a rate higher than that determined in accordance with the above
criteria. The Portfolio will not effect principal transactions with Affiliated
Brokers. The Portfolio may, however, purchase securities from other members of
underwriting syndicates of which Tucker Anthony, Sutro and John Hancock
Distributors are members, but only in accordance with the policy set forth
above and procedures adopted and reviewed periodically by the Trustees.
TRANSFER AGENT SERVICES
John Hancock Investor Services Corporation, P.O. Box 9116, Boston, MA
02205-9116, a wholly owned indirect subsidiary of the Life Company, is the
transfer and dividend paying agent for the Portfolio.
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<PAGE> 451
CUSTODY OF PORTFOLIO
Portfolio securities of the Portfolio are held pursuant to a custodian
agreement between the Trust, on behalf of the Portfolio, and Investors Bank and
Trust ("IBT") 24 Federal Street, Boston, Massachusetts. Under the custodian
agreement, IBT performs custody, portfolio and fund accounting services.
INDEPENDENT AUDITORS
Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116,
has been selected as the independent auditors of the Portfolio. The financial
statements of the Portfolio included in the Prospectus and this Statement of
Additional Information have been audited by Ernst & Young LLP for the periods
indicated in their report thereon appearing elsewhere herein, and are included
in reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.
-25-
<PAGE> 452
FINANCIAL STATEMENTS
F-1
<PAGE> 453
JOHN HANCOCK BOND FUND
PART C.
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements included in the Registration Statement:
John Hancock Adjustable US Government Trust
John Hancock Investment Quality Bond Fund
John Hancock Government Securities Trust
John Hancock Intermediate Government Trust
John Hancock U.S. Government Trust
John Hancock Adjustable US Government Fund
Statement of Assets and Liabilities as of September 30, 1994 (unaudited).
Statement of Operations of the year ended September 30, 1994 (unaudited).
Statement of changes in Net Asset for each of the two years ended
September 30, 1994 (unaudited).
Notes to Financial Statements.
Financial Highlights for each of the years ended September 30, 1994
(unaudited).
Schedule of Investments as of September 30, 1994 (unaudited).
Statement of Assets and Liabilities as of March 31, 1994.
Statement of Operations of the year ended March 31, 1994.
Statement of changes in Net Asset for each of the two years ended March 31.
Notes to Financial Statements.
Financial Highlights for each of the years ended March 31, 1994.
Auditors' Report Schedule of Investments as of March 31, 1994.
(b) Exhibits:
The exhibits to this Registration Statement are listed in the Exhibit
Index hereto and are incorporated herein by reference.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
No person is directly or indirectly controlled by or under common
control with Registrant.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of April 6, 1995, the number of record holders of shares of the
Registrant was as follows:
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<TABLE>
<CAPTION>
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
<S> <C>
Government Securities Trust
Class A Shares - 37,211
Class B Shares - 56
Investment Quality Bond Fund
Class A Shares 6,261
Class B Shares 553
US. Government Trust
Class A Shares 375
Class B Shares 0
Intermediate Government Trust
Class A Shares 41
Class B Shares 12,330
Adjustable US Government Trust
Class A Shares 605
Class B Shares 845
</TABLE>
ITEM 27. INDEMNIFICATION
(a) Indemnification provisions relating to the Registrant's Trustees,
officers, employees and agents is set forth in Article VII of the Registrant's
By Laws included as Exhibit 2 herein.
(b) Under Section 12 of the Distribution Agreement, John Hancock
Funds, Inc. ("John Hancock Funds" ) has agreed to indemnify the Registrant
and its Trustees, officers and controlling persons against claims arising out
of certain acts and statements of John Hancock Funds.
Section 9(a) of the By-Laws of John Hancock Mutual Life Insurance
Company ("the Insurance Company") provides, in effect, that the Insurance
Company will, subject to limitations of law, indemnify each present and former
director, officer and employee of the of the Insurance Company who serves as a
Trustee or officer of the Registrant at the direction or request of the
Insurance Company against litigation expenses and liabilities incurred while
acting as such, except that such indemnification does not cover any expense or
liability incurred or imposed in connection with any matter as to which such
person shall be finally adjudicated not to have acted in good faith in the
reasonable belief that his action was in the best interests of the Insurance
Company. In addition, no such person will be indemnified by the Insurance
Company in respect of any liability or expense incurred in connection with any
matter settled without final adjudication unless such settlement shall have
been approved as in the best interests of the Insurance Company either by vote
of the Board of Directors at a meeting composed of directors who have no
interest in the outcome of such vote, or by vote of the policyholders. The
Insurance Company may pay expenses incurred in defending an action or claim in
advance of its final disposition, but only upon receipt of an undertaking by
the person indemnified to repay such payment if he should be determined not to
be entitled to indemnification.
C-2
<PAGE> 455
Article IX of the respective By-Laws of John Hancock Funds and John
Hancock Advisers, Inc.("the Adviser") provide as follows:
"Section 9.01. Indemnity: Any person made or threatened to be made a party to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was at any time since the
inception of the Corporation a director, officer, employee or agent of the
Corporation or is or was at any time since the inception of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified by the Corporation against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and the liability was not incurred by
reason of gross negligence or reckless disregard of the duties involved in the
conduct of his office, and expenses in connection therewith may be advanced by
the Corporation, all to the full extent authorized by the law."
"Section 9.02. Not Exclusive; Survival of Rights: The indemnification
provided by Section 9.01 shall not be deemed exclusive of any other right to
which those indemnified may be entitled, and shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person."
Insofar as indemnification for liabilities under the Securities Act of 1933
(the "Act") may be permitted to Trustees, officers and controlling persons of
the Registrant pursuant to the Registrant's Declaration of Trust and By-Laws of
John Hancock Funds, the Adviser, or the Insurance Company or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS
-----------------------------------------------------
For information as to the business, profession, vocation or employment
of a substantial nature of each of the officers and Directors of the Adviser,
reference is made to Form ADV (801- 8124) filed under the Investment Advisers
Act of 1940, which is incorporated herein by reference.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) John Hancock Funds acts as principal underwriter for the Registrant and
also serves as principal underwriter or distributor of shares for John Hancock
Cash Reserve, Inc., John
C-3
<PAGE> 456
Hancock Bond Fund, John Hancock Capital Growth Fund, John Hancock Current
Interest, John Hancock Series, Inc., John Hancock Tax- Free Bond Fund, John
Hancock California Tax-Free Income Fund, John Hancock Capital Series, John
Hancock Limited Term Government Fund, John Hancock Tax-Exempt Income Fund, John
Hancock Sovereign Investors Fund, Inc., John Hancock Cash Management Fund, John
Hancock Special Equities Fund, John Hancock Sovereign Bond Fund, John Hancock
Tax-Exempt Series, John Hancock Strategic Series, John Hancock Technology
Series, Inc., John Hancock World Fund, John Hancock Investment Trust, John
Hancock Institutional Series Trust, Freedom Investment Trust, Freedom
Investment Trust II and Freedom Investment Trust III.
(b) The following table lists, for each director and officer of John Hancock
Funds, the information indicated.
C-4
<PAGE> 457
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
- ------------------ --------------------- ---------------------
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
---------------- ---------------- ---------------
<S> <C> <C>
Edward J. Boudreau, Jr. Chairman Chairman
101 Huntington Avenue
Boston, Massachusetts
Robert H. Watts Director and Senior None
John Hancock Place Vice President
P.O. Box 111
Boston, Massachusetts
C. Troy Shaver, Jr. President, Chief None
101 Huntington Avenue Executive Officer and
Boston, Massachusetts Director
Robert G. Freedman Director Vice President, Chief
101 Huntington Avenue Investment Officer
Boston, Massachusetts
Stephen M. Blair Executive Vice President- None
101 Huntington Avenue Sales
Boston, Massachusetts
Thomas H. Drohan Senior Vice President Senior Vice President and
101 Huntington Avenue Secretary
Boston, Massachusetts
James W. McLaughlin Senior Vice President None
101 Huntington Avenue and
Boston, Massachusetts Chief Financial Officer
David A. King Senior Vice President None
101 Huntington Avenue
Boston, Massachusetts
James B. Little Senior Vice President Senior Vice President and
101 Huntington Avenue Chief Financial Officer
Boston, Massachusetts
</TABLE>
C-5
<PAGE> 458
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
- ------------------ --------------------- ---------------------
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
---------------- ---------------- ---------------
<S> <C> <C>
William S. Nichols Senior Vice President None
101 Huntington Avenue
Boston, Massachusetts
John A. Morin Vice President Vice President
101 Huntington Avenue
Boston, Massachusetts
Susan S. Newton Vice President and Vice President,
101 Huntington Avenue Secretary Assistant Secretary
Boston, Massachusetts and Compliance Officer
Christopher M. Meyer Treasurer None
101 Huntington Avenue
Boston, Massachusetts
Stephen L. Brown Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
Thomas E. Moloney Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
Jeanne M. Livermore Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
Richard S. Scipione Director Trustee
John Hancock Place
P.O. Box 111
Boston, Massachusetts
John Goldsmith Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
</TABLE>
C-6
<PAGE> 459
<TABLE>
<S> <C> <C>
Richard O. Hansen Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
John M. DeCiccio Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
Foster Aborn Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
Hugh A. Dunlap, Jr. Director None
101 Huntington Avenue
Boston, Massachusetts
William C. Fletcher Director None
53 State Street
Boston, Massachusetts
James V. Bowhers Executive Vice President None
101 Huntington Avenue
Boston, Massachusetts
</TABLE>
(c) None.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
--------------------------------
The Registrant maintains the records required to be maintained by it under
Rules 31a-1 (a), 31a-1(b), and 31a- 2(a) under the Investment Company Act
of 1940 at its principal executive offices at 101 Huntington Avenue,
Boston Massachusetts 02199-7603. Certain records, including records
relating to Registrant's shareholders and the physical possession of its
securities, may be maintained pursuant to Rule 31a-3 at the main
offices of Registrant's Transfer Agent and Custodian.
ITEM 31. MANAGEMENT SERVICES
-------------------
Not applicable.
ITEM 32. UNDERTAKINGS
------------
(a) Not applicable
C-7
<PAGE> 460
(b) Not applicable
(c) Registrant hereby undertakes to furnish each person to whom a
prospectus with respect to a series of the Registrant is delivered
with a copy of the latest annual report to shareholders with respect to
that series upon request and without charge.
(d) Registrant undertakes to comply with Section 16(c) of the Investment
Company Act of 1940, as amended which relates to the assistance to be
rendered to shareholders by the Trustees of the Registrant in calling a
meeting of shareholders for the purpose of voting upon the question of the
removal of a trustee.
C-8
<PAGE> 461
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Boston and The Commonwealth of Massachusetts on the
8th day of May, 1995.
JOHN HANCOCK BOND FUND
By: *
--------------------------
Edward J. Boudreau, Jr.
Chairman and Chief Executive
Officer
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman and Chief Executive
- ------------------------ Officer (Principal Executive
Edward J. Boudreau, Jr. Officer)
/s/James B. Little
- ------------------------
James B. Little Senior Vice President and Chief May 8, 1995
Financial Officer (Principal
Financial and Accounting Officer)
* Trustee
- ------------------------
James F. Carlin
* Trustee
- ------------------------
William H. Cunningham
* Trustee
- ------------------------
Charles L. Ladner
</TABLE>
C-9
<PAGE> 462
POWER OF ATTORNEY
The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.
IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 13th day of December, 1994.
/s/William H. Cunningham
___________________________________
William H. Cunningham
<PAGE> 463
POWER OF ATTORNEY
The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.
IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.
/s/Norman H. Smith
_____________________________
Norman H. Smith
<PAGE> 464
POWER OF ATTORNEY
The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.
IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.
/s/James F. Carlin
________________________________
James F. Carlin
<PAGE> 465
POWER OF ATTORNEY
The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.
IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.
/s/Charles L. Ladner
_________________________________
Charles L. Ladner
<PAGE> 466
POWER OF ATTORNEY
The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.
IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.
/s/John P. Toolan
________________________________
John P. Toolan
<PAGE> 467
POWER OF ATTORNEY
The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.
IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.
/s/Steven R. Pruchansky
________________________________
Steven R. Pruchansky
<PAGE> 468
POWER OF ATTORNEY
The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.
IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.
/s/ Leo E. Linbeck, Jr.
________________________________
Leo E. Linbeck, Jr.
<PAGE> 469
POWER OF ATTORNEY
The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.
IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.
/s/ Patricia P. McCarter
________________________________
Patricia P. McCarter
<PAGE> 470
POWER OF ATTORNEY
The undersigned Trustee of John Hancock Current Interest, John Hancock
Capital Growth Fund, John Hancock Investment Trust, John Hancock California
Tax-Free Income Fund, John Hancock Tax-Free Bond Fund and John Hancock Bond
Fund, (each a "Trust"), and Director of John Hancock Series, Inc. and John
Hancock Cash Reserve, Inc. (each a "Corporation"), does hereby severally
constitute and appoint Edward J. Boudreau, Jr., Thomas H. Drohan, Robert G.
Freedman and James B. Little, and each acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them, and each acting singly,
to sign for me, in my name and in the capacity indicated below, any
Registration Statement on Form N-1A and any Registration Statement on Form N-14
to be filed by the Trust or the Corporation under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), and any and all amendments to said Registration
Statements, with respect to the offering of its shares of beneficial interest
and any and all other documents and papers relating thereto, and generally to
do all such things in my name and on my behalf in the capacity indicated to
enable the Trust or the Corporation to comply with the 1940 Act and the 1933
Act, and all requirements of the Securities and Exchange Commission thereunder,
hereby ratifying and confirming my signature as it may be signed by said
attorneys or each of them to any such Registration Statements and any and all
amendments thereto.
IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument
the 22nd day of December, 1994.
/s/ Edward J. Boudreau, Jr.
____________________________________
Edward J. Boudreau, Jr.
<PAGE> 471
JOHN HANCOCK BOND FUND
(File No. 2-66906)
INDEX TO EXHIBITS
(1) (a) Amended and Restated Declaration of Trust.*
(b) Amendment to Declaration of Trust.*
(c) Amendment to Declaration of Trust dated December 16,
1994.+
(2) Amended Bylaws.+
(3) Not Applicable.
(4) Specimen Share Certificates for Class A Shares and Class B
Shares.**
(5) (a) Investment Advisory Agreement between John Hancock
Advisers, Inc. and the Registrant on behalf of
Investment Quality Bond Fund.+
(b) Investment Advisory Agreement between John Hancock
Advisers, Inc. and the Registrant on behalf of U.S.
Government Trust.+
(c) Investment Advisory Agreement between John Hancock
Advisers, Inc. and the Registrant on behalf of
Government Securities Trust.+
(d) Investment Advisory Agreement between John Hancock
Advisers, Inc. and the Registrant on behalf of
Intermediate Government Trust.+
(e) Investment Advisory Agreement between John Hancock
Advisers, Inc. and the Registrant on behalf of
Adjustable U.S. Government Fund.+
(f) Form of substantially identical Amended and Restated
Administrative Services Agreements among Transamerica
Fund Management Company, Transamerica Fund Distributors,
Inc., and the Registrant on behalf of each of Investment
Quality Bond Fund, U.S. Government Trust, Government
Securities Trust, Intermediate Government Trust,
Adjustable U.S. Government Fund and Adjustable U.S.
Government Trust.+
(6) (a) Distribution Agreement between John Hancock Broker
Distribution Services, Inc. and the Registrant.+
(b) Form of Soliciting Dealer Agreement between John Hancock
Funds, Inc. and the John Hancock funds.+
(g) Form of Financial Institution Sales and Service
Agreement between John Hancock Funds, Inc. and the John
Hancock funds.+
(7) Not Applicable.
<PAGE> 472
(8) Master Custodian Agreement between the John Hancock funds and
Investors Bank & Trust Company.+
(9) (a) Transfer Agency Agreement between John Hancock Investor
Services Corporation and the John Hancock funds.+
(b) Administration Agreement between John Hancock Advisers,
Inc. and the Registrant on behalf of Adjustable U.S.
Government Trust.+
(10) Opinion and consent of counsel.***
(11) Consent of Independent Auditors.+
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) (a) Rule 12b-1 Plans for Class A Shares.+
(i) Investment Quality Bond Fund
(ii) Adjustable U.S. Government Trust
(iii) Government Securities Trust
(iv) Intermediate Government Trust
(v) U.S. Government Trust
(b) Rule 12b-1 Plans for Class B Shares.+
(i) Investment Quality Bond Fund
(ii) Adjustable U.S. Government Trust
(iii) Government Securities Trust
(iv) Intermediate Government Trust
(v) U.S. Government Trust
(16) Schedule for computation of each performance quotation
provided in the Registration Statement in response to
Item 22.*
(27) Financial Data Schedule+
_______________________
* Previously filed with Registration Statement and/or post-
effective amendments and incorporated by reference herein.
** To be filed by post-effective amendment.
*** Filed with the Securities and Exchange Commission on
February 23, 1995, pursuant to Rule 24f-2 and incorporated
herein by reference.
+ Filed herewith.
-2-
<PAGE> 1
EXHIBIT 99.1C
TRANSAMERICA BOND FUND
AMENDMENT TO THE DECLARATION OF TRUST
AMENDMENT TO DECLARATION OF TRUST TO: (1) change the name of the
Trust; and (2) change the names of five of the six presently outstanding series
of shares of the Trust.
I.
Pursuant to Article XI, Section 11.3(a) of the Declaration of Trust,
each of the undersigned hereby executes this instrument in connection with a
change in the name of the Trust and for that purpose adopts the following
resolution:
RESOLVED, that pursuant to Article XI, Section 11.3 of the Declaration
of Trust, the name of the Trust is hereby changed to "John Hancock Bond Fund".
II.
Pursuant to Article VI, Section 6.9 and Article XI, Section 11.3 of
the Declaration of Trust, each of the undersigned hereby executes this
certificate in connection with the change of names of five of the six presently
outstanding series of shares of the Trust, and for that purpose adopts the
following resolution:
RESOLVED, that pursuant to Article VI, Section 6.9 and Article XI,
Section 11.3 of the Declaration of Trust, the names of five of the six
presently outstanding series of shares of said Trust, are thereby changed as
follows:
<TABLE>
<CAPTION>
PRIOR NAME NEW NAME
- ---------- --------
<S> <C>
Transamerica Adjustable U.S. Government Trust John Hancock Adjustable U.S. Government Trust
Transamerica Government Securities Trust John Hancock Government Securities Trust
Transamerica Intermediate Government Trust John Hancock Intermediate Government Trust
Transamerica Investment Quality Bond Fund John Hancock Investment Quality Bond Fund
Transamerica U.S. Government Trust John Hancock U.S. Government Trust
</TABLE>
<PAGE> 2
IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Amendment to be executed this 16th day of December, 1994.
<TABLE>
<S> <C>
- ------------------------------------ ------------------------------------
R. Trent Campbell, as Trusteee Thomas B. McDade, as Trustee
5005 Riverway, Ste #240 5276 Cedar Creek
Houston, TX 77027 Houston, TX 77056
- ------------------------------------ ------------------------------------
Mrs. Lloyd Bentsen, as Trustee Leo Linbeck, Jr. as Trustee
1810 Kalorama Square, N.W. P.O. Box 22500
Washington, D.C. 20008 Houston, TX 77027
- ------------------------------------ ------------------------------------
William H. Cunningham, as Trustee Thomas M. Simmons, as Trustee
601 Colorado Street 1000 Louisiana Street
O. Henry Hall Houston, TX 77002
Austin, TX 78701
- ------------------------------------
Thomas R. Powers, Trustee
210 Hedwig
Houston, TX 77024
</TABLE>
<PAGE> 3
The aforesaid resolution is hereby duly adopted by the Board of
Trustees on the 15th day of April, 1994.
<TABLE>
<S> <C>
- ------------------------------------ ------------------------------------
Edward J. Boudreau, Jr. James F. Carlin
101 Huntington Avenue 233 West Central Street
Boston, Ma 02199 Natick, MA 01760
- ------------------------------------ ------------------------------------
William H. Cunningham Charles L. Ladner
601 Colorado Street UGI Corporation
O. Henry Hall P.O. Box 858
Austin, TX 78701 Valley Forge, PA 19482
- ------------------------------------ ------------------------------------
Leo E. Linbeck, Jr. Patricia P. McCarter
P.O. Box 22500 Swedesford Road
Houston, TX 77027 RD #3 Box 121
Malvern, PA 19355
- ------------------------------------ ------------------------------------
Steven R. Pruchansky Norman H. Smith
6920 Daniel Road Rt 1, Box 249 E.
Naples, FL 33942 Linden, VA 22642
- ------------------------------------
John P. Toolan
13 Chadwell Place
Morristown, NJ 07960
</TABLE>
<PAGE> 1
EXHIBIT 99.2
BY-LAWS
OF
JOHN HANCOCK BOND FUND
ARTICLE I
DEFINITIONS
All capitalized terms have the respective meanings given them in the
Declaration of Trust of John Hancock Bond Fund, as amended or restated from time
to time.
ARTICLE II
OFFICES
Section 1. Principal Office. Until changed by the Trustees, the principal
office of the Trust shall be in Boston, Massachusetts.
Section 2. Other Offices. The Trust may have offices in such other places
without as well as within The Commonwealth of Massachusetts as the Trustees may
from time to time determine.
ARTICLE III
SHAREHOLDERS
Section 1. Meetings. Meetings of the Shareholders of the Trust or a
Series or Class thereof shall be held as provided in the Declaration of Trust at
such place within or without The Commonwealth of Massachusetts as the Trustees
shall designate. The holders of a majority the Outstanding Shares of the Trust
or a Series or Class thereof present in person or by proxy and entitled to vote
shall constitute a quorum at any meeting of the Shareholders of the Trust or a
Series or Class thereof.
Section 2. Notice of Meetings. Notice of all meetings of the
Shareholders, stating the time, place and purposes of the meeting, shall be
given by the Trustees by mail or telegraphic means to each Shareholder at his
address as recorded on the register of the Trust mailed at least (10) days and
not more than sixty (60) days before the meeting, provided, however, that notice
of a meeting need not be given to a Shareholder to whom such
<PAGE> 2
notice need not be given under the proxy rules of the Commission under the 1940
Act and the Securities Exchange Act of 1934, as amended. Only the business
stated in the notice of the meeting shall be considered at such meeting. Any
adjourned meeting may be held as adjourned without further notice. No notice
need be given to any Shareholder who shall have failed to inform the Trust of
his current address or if a written waiver of notice, executed before or after
the meeting by the Shareholder or his attorney thereunto authorized, is filed
with the records of the meeting.
Section 3. Record Date for Meetings and Other Purposes. For the purpose
of determining the Shareholders who are entitled to notice of and to vote at any
meeting, or to participate in any distribution, or for the purpose of any other
action, the Trustees may from time to time close the transfer books for such
period, not exceeding thirty (30) days, as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date not more than
sixty (60) days prior to the date of any meeting of Shareholders or distribution
or other action as a record date for the determination of the persons to be
treated as Shareholders of record for such purposes.
Section 4. Proxies. At any meeting of Shareholders, any holder of Shares
entitled to vote thereat may vote by proxy, provided that no proxy shall be
voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct, for verification prior to the time at which such vote shall be taken. A
proxy shall be deemed signed if the shareholder's name is placed on the proxy
(whether by manual signature, typewriting or telegraphic transmission) by the
shareholder or the shareholder's attorney-in-fact. Proxies may be solicited in
the name of one or more Trustees or one or more of the officers of the Trust.
Only Shareholders of record shall be entitled to vote. When any Share is held
jointly by several persons, any one of them may vote at any meeting in person or
by proxy in respect of such Share, but if more than one of them shall be present
at such meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received in
respect of such Share. A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its exercise,
and the burden of proving invalidity shall rest on the challenger. If the
holder of any such Share is a minor or a person of unsound mind, and subject to
guardianship or the legal control of any other person as regards the charge or
management of such Share, he may vote by his guardian or such other person
appointed or having such control, and such vote may be given in person or by
proxy.
-2-
<PAGE> 3
Section 5. Inspection of Records. The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted shareholders of
a Massachusetts business corporation.
Section 6. Action without Meeting. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Outstanding Shares
entitled to vote on the matter (or such larger proportion thereof as shall be
required by law) consent to the action in writing and the written consents are
filed with the records of the meetings of Shareholders. Such consents shall be
treated for all purposes as a vote taken at a meeting of Shareholders.
ARTICLE IV
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees may in their discretion
provide for regular or stated meetings of the Trustees. Notice of regular or
stated meetings need not be given. Meetings of the Trustees other than regular
or stated meetings shall be held whenever called by the President, the Chairman
or by any one of the Trustees, at the time being in office. Notice of the time
and place of each meeting other than regular or stated meetings shall be given
by the Secretary or an Assistant Secretary or by the officer or Trustee calling
the meeting and shall be mailed to each Trustee at least two days before the
meeting, or shall be given by telephone, cable or wireless to each Trustee at
his business address, or personally delivered to him at least one day before the
meeting. Such notice may, however, be waived by any Trustee. Notice of a
meeting need not be given to any Trustee if a written waiver of notice, executed
by him before or after the meeting, is filed with the records of the meeting, or
to any Trustee who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him. A notice or waiver of notice need
not specify the purpose of any meeting. The Trustees may meet by means of a
telephone conference circuit or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time and participation by such means shall be deemed to have been held at a
place designated by the Trustees at the meeting. Participation in a telephone
conference meeting shall constitute presence in person at such meeting. Any
action required or permitted to be taken at any meeting of the Trustees may be
taken by the Trustees without a meeting if a majority of the Trustees consent to
the action in writing and the written consents are filed with the records of the
Trustees' meetings. Such consents shall be treated as a vote for all purposes.
-3-
<PAGE> 4
Section 2. Quorum and Manner of Acting. A majority of the Trustees shall
be present in person at any regular or special meeting of the Trustees in order
to constitute a quorum for the transaction of business at such meeting and
(except as otherwise required by law, the Declaration of Trust or these By-laws)
the act of a majority of the Trustees present at any such meeting, at which a
quorum is present, shall be the act of the Trustees. In the absence of a
quorum, a majority of the Trustees present may adjourn the meeting from time to
time until a quorum shall be present. Notice of an adjourned meeting need not
be given.
ARTICLE V
COMMITTEES
Section 1. Executive and Other Committees. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than two (2) members to hold office at the
pleasure of the Trustees, which shall have the power to conduct the current and
ordinary business of the Trust while the Trustees are not in session, including
the purchase and sale of securities and the designation of securities to be
delivered upon redemption of Shares of the Trust or a Series thereof, and such
other powers of the Trustees as the Trustees may, from time to time, delegate to
them except those powers which by law, the Declaration of Trust or these By-laws
they are prohibited from delegating. The Trustees may also elect from their own
number other Committees from time to time; the number composing such Committees,
the powers conferred upon the same (subject to the same limitations as with
respect to the Executive Committee) and the term of membership on such
Committees to be determined by the Trustees. The Trustees may designate a
chairman of any such Committee. In the absence of such designation the
Committee may elect its own Chairman.
Section 2. Advisory Committee. The Trustees may appoint an advisory
committee which shall be composed of persons who do not serve the Trust in any
other capacity and which shall have advisory functions with respect to the
investments of the Trust but which shall have no power to determine that any
security or other investments shall be purchased, sold or otherwise disposed of
by the Trust. The number of persons constituting any such advisory committee
may receive compensation for their services and may be allowed such fees and
expenses for the attendance at such meeting as the Trustees may from time to
time determine to be appropriate.
-4-
<PAGE> 5
Section 3. Meetings, Quorum and Manner of Acting. The Trustees may (1)
provide for stated meetings of any Committee, (2) specify the manner of calling
and notice required for special meetings of any Committee, (3) specify the
number of members of a Committee required to constitute a quorum and the number
of members of a Committee required to exercise specified powers delegated to
such Committee, (4) authorize the making of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meeting, and (5) authorize the members of a Committee to meet by means
of a telephone conference circuit.
The Executive Committee shall keep regular minutes of its meetings and
records of decisions taken without a meeting and cause them to be recorded in a
book designated for that purpose and kept in the office of the Trust.
ARTICLE VI
OFFICERS
Section 1. General Provisions. The officers of the Trust shall be
Chairman, a President, a Treasurer and a Secretary, who shall be elected by the
Trustees. The Trustees may elect or appoint such other officers or agents as the
business of the Trust may require, including one or more Vice Presidents, one or
more Assistant Secretaries, and one or more Assistant Treasurers. The Trustees
may delegate to any officer or committee the power to appoint any subordinate
officers or agents.
Section 2. Term of Office and Qualifications. Except as otherwise
provided by law, the Declaration of Trust or these By- laws, the President, the
Treasurer, the Secretary and any other officer shall each hold office at the
pleasure of the Board of Trustees or until his successor shall have been duly
elected and qualified. The Secretary and the Treasurer may be the same person.
A Vice President and the Treasurer or a Vice President and the Secretary may be
the same person, but the offices of Vice President, Secretary and Treasurer
shall not be held by the same person. The President shall hold no other office.
Except as above provided, any two offices may be held by the same person. Any
officer may be but none need be a Trustee or Shareholder.
Section 3. Removal. The Trustees, at any regular or special meeting of
the Trustees, may remove any officer with or without cause, by a vote of a
majority of the Trustees then in office. Any officer or agent appointed by an
officer or committee may be removed with or without cause by such appointing
officer or committee.
-5-
<PAGE> 6
Section 4. Powers and Duties of the Chairman. The Trustees may, but need
not, appoint from among their number a Chairman and chief executive officer.
When present he shall preside at the meetings of the Shareholders and of the
Trustees. He may call meetings of the Trustees and of any committee thereof
whenever he deems it necessary. He shall be an executive officer of the Trust
and shall have, with the President, general supervision over the business and
policies of the Trust, subject to the limitations imposed upon the President, as
provided in Section 5 of this Article VI. The Chairman shall have the authority
to appoint officers of the Trust.
Section 5. Powers and Duties of the Vice Chairman. The Trustees may, but
need not, appoint a Vice Chairman of the Trust. The Vice Chairman may, but need
not, be a Trustee. The Vice Chairman shall have such powers and duties as the
Trustees shall determine from time to time. In the absence of any such
determination, the Vice Chairman shall have the same powers as a vice president.
Section 6. Powers and Duties of the President. The President may call
meetings of the Trustees and of any Committee thereof when he deems it necessary
and shall preside at all meetings of the Shareholders. Subject to the control
of the Trustees and to the control of any Committees of the Trustees, within
their respective spheres, as provided by the Trustees, he shall at all times
exercise a general supervision and direction over the affairs of the Trust. He
shall have the power to employ attorneys and counsel for the Trust or any Series
or Class thereof and to employ such subordinate officers, agents, clerks and
employees as he may find necessary to transact the business of the Trust or any
Series or Class thereof. He shall also have the power to grant, issue, execute
or sign such powers of attorney, proxies or other documents as may be deemed
advisable or necessary in furtherance of the interests of the Trust or any
Series thereof. The President shall have such other powers and duties, as from
time to time may be conferred upon or assigned to him by the Trustees.
Section 7. Powers and Duties of Vice Presidents. In the absence or
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees, shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees and the President.
-6-
<PAGE> 7
Section 8. Powers and Duties of the Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Trust. He shall deliver all
funds of the Trust or any Series or Class thereof which may come into his hands
to such Custodian as the Trustees may employ. He shall render a statement of
condition of the finances of the Trust or any Series or Class thereof to the
Trustees as often as they shall require the same and he shall in general perform
all the duties incident to the office of a Treasurer and such other duties as
from time to time may be assigned to him by the Trustees. The Treasurer shall
give a bond for the faithful discharge of his duties, if required so to do by
the Trustees, in such sum and with such surety or sureties as the Trustees shall
require.
Section 9. Powers and Duties of the Secretary. The Secretary shall keep
the minutes of all meetings of the Trustees and of the Shareholders in proper
books provided for that purpose; he shall have custody of the seal of the Trust;
he shall have charge of the Share transfer books, lists and records unless the
same are in the charge of a transfer agent. He shall attend to the giving and
serving of all notices by the Trust in accordance with the provisions of these
By-laws and as required by law; and subject to these By-laws, he shall in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Trustees.
Section 10. Powers and Duties of Assistant Officers. In the absence or
disability of the Treasurer, any officer designated by the Trustees shall
perform all the duties, and may exercise any of the powers, of the Treasurer.
Each officer shall perform such other duties as from time to time may be
assigned to him by the Trustees. Each officer performing the duties and
exercising the powers of the Treasurer, if any, and any Assistant Treasurer,
shall give a bond for the faithful discharge of his duties, if required so to do
by the Trustees, in such sum and with such surety or sureties as the Trustees
shall require.
Section 11. Powers and Duties of Assistant Secretaries. In the absence or
disability of the Secretary, any Assistant Secretary designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Secretary. Each Assistant Secretary shall perform such other duties as from
time to time may be assigned to him by the Trustees.
Section 12. Compensation of Officers and Trustees and Members of the
Advisory Board. Subject to any applicable provisions of the Declaration of
Trust, the compensation of the officers and Trustees and members of an advisory
board shall be fixed from time to time by the Trustees or, in the case of
officers, by any Committee or officer upon whom such power may be
-7-
<PAGE> 8
conferred by the Trustees. No officer shall be prevented from receiving such
compensation as such officer by reason of the fact that he is also a Trustee.
ARTICLE VII
INDEMNIFICATION
Section 1. No Personal Liability of Shareholders, Trustees, Etc. No
Shareholder shall be subject to any personal liability whatsoever to any Person
in connection with Trust Property or the acts, obligations or affairs of the
Trust or any Series thereof. No Trustee, officer, employee or agent of the Trust
or any Series thereof shall be subject to any personal liability whatsoever to
any Person, other than to the Trust or its Shareholders, in connection with
Trust Property or the affairs of the Trust, save only that arising from bad
faith, willful misfeasance, gross negligence or reckless disregard of his duties
with respect to such Person; and all such Persons shall look solely to the Trust
Property, or to the Property of one or more specific Series of the Trust if the
claim arises from the conduct of such Trustee, officer, employee or agent with
respect to only such Series, for satisfaction of claims of any nature arising in
connection with the affairs of the Trust. If any Shareholder, Trustee, officer,
employee, or agent, as such, of the Trust or any Series thereof, is made a party
to any suit or proceeding to enforce any such liability of the Trust or any
Series thereof, he shall not, on account thereof, be held to any personal
liability. The Trust shall indemnify and hold each Shareholder harmless from
and against all claims and liabilities, to which such Shareholder may become
subject by reason of his being or having been a Shareholder, and shall reimburse
such Shareholder or former Shareholder (or his or her heirs, executors,
administrators or other legal representatives or in the case of a corporation or
other entity, its corporate or other general successor) out of the Trust
Property for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability. The indemnification and
reimbursement required by the preceding sentence shall be made only out of
assets of the one or more Series whose Shares were held by said Shareholder at
the time the act or event occurred which gave rise to the claim against or
liability of said Shareholder. The rights accruing to a Shareholder under this
Section 1 of Article VII shall not impair any other right to which such
shareholder may be lawfully entitled, nor shall anything herein contained
restrict the right of the Trust or any Series thereof to indemnify or reimburse
a shareholder in any appropriate situation even though not specifically provided
herein.
-8-
<PAGE> 9
Section 2. Non-Liability of Trustees, Etc. No Trustee, officer, employee
or agent of the Trust or any Series thereof shall be liable to the Trust, its
Shareholders, or to any Shareholder, Trustee, officer, employee, or agent
thereof for any action or failure to act (including without limitation the
failure to compel in any way any former or acting Trustee to redress any breach
of trust) except for his own bad faith, willful misfeasance, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
Section 3. Mandatory Indemnification. (a) Subject to the exceptions and
limitations contained in paragraph (b) below:
(i) every person who is, or has been, a Trustee, officer, employee or
agent of the Trust (including any individual who serves at its request as
director, officer, partner, trustee or the like of another organization in
which it has any interest as a shareholder, creditor or otherwise) shall be
indemnified by the Trust, or by one or more Series thereof if the claim
arises from his or her conduct with respect to only such Series, to the
fullest extent permitted by law against all liability and against all
expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been a Trustee or officer and
against amounts paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal, or other,
including appeals), actual or threatened; and the words "liability" and
"expenses " shall include, without limitation, attorneys fees, costs,
judgments, amounts paid in settlement, fines, penalties and other
liabilities.
(b) No indemnification shall be provided hereunder to a Trustee or
officer:
(i) against any liability to the Trust, a Series thereof or the
Shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his office;
(ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust or a Series
thereof;
-9-
<PAGE> 10
(iii) in the event of a settlement or other disposition not involving a
final adjudication as provided in paragraph (b)(ii) resulting in a payment
by a Trustee or officer, unless there has been a determination that such
Trustee or officer did not engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his office:
(A) by the court or other body approving the settlement or other
disposition;
(B) based upon a review of readily available facts (as opposed
to a full trial-type inquiry) by (x) vote of a majority of the
Non-interested Trustees acting on the matter (provided that a majority
of the Non-interested Trustees then in office act on the matter) or
(y) written opinion of independent legal counsel; or
(C) a vote of a majority of the Shares outstanding and entitled
to vote (excluding shares owned of record or beneficially by such
individual).
(c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not affect any
other rights to which any Trustee or officer may now or hereafter be entitled,
shall continue as to a person who has ceased to be such Trustee or officer and
shall inure to the benefit of the heirs, executors, administrators and assigns
of such a person. Nothing contained herein shall affect any rights to
indemnification to which personnel of the Trust or any Series thereof other than
Trustees and officers may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in paragraph (a) of this
Section 3 of Article VII may be advanced by the Trust or a Series thereof prior
to final disposition thereof upon receipt of an undertaking by or on behalf of
the recipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 3, provided that either:
(i) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Trust or Series
thereof shall be insured against losses arising out of any such advances;
or
(ii) a majority of the Non-interested Trustees acting on the matter
(provided that a majority of the Non-interested Trustees act on the matter)
or an independent legal counsel
-10-
<PAGE> 11
in a written opinion shall determine, based upon a review of readily
available facts (as opposed to a full trial-type inquiry), that there is
reason to believe that the recipient ultimately will be found entitled to
indemnification.
As used in this Section 3 of Article VII, a "Non-interested Trustee" is one
who (i) is not an "Interested Person" of the Trust (including anyone who has
been exempted from being an "Interested Person" by any rule, regulation or order
of the Commission), and (ii) is not involved in the claim, action, suit or
proceeding.
Section 4. No Bond Required of Trustees. No Trustee shall be obligated to
give any bond or other security for the performance of any of his duties
hereunder.
Section 5. No Duty of Investigation; Notice in Trust Instruments, Etc. No
purchaser, lender, transfer agent or other Person dealing with the Trustees or
any officer, employee or agent of the Trust or a Series thereof shall be bound
to make any inquiry concerning the validity of any transaction purporting to be
made by the Trustees or by said officer, employee or agent or be liable for the
application of money or property paid, loaned, or delivered to or on the order
of the Trustees or of said officer, employee or agent. Every obligation,
contract, instrument, certificate, Share, other security of the Trust or a
Series thereof or undertaking, and every other act or thing whatsoever executed
in connection with the Trust shall be conclusively presumed to have been
executed or done by the executors thereof only in their capacity as Trustees
under this Declaration or in their capacity as officers, employees or agents of
the Trust or a Series thereof. Every written obligation, contract, instrument,
certificate, Share, other security of the Trust or a Series thereof or
undertaking made or issued by the Trustees may recite that the same is executed
or made by them not individually, but as Trustees under the Declaration, and
that the obligations of the Trust or a Series thereof under any such instrument
are not binding upon any of the Trustees or Shareholders individually, but bind
only the Trust Property or the Trust Property of the applicable Series, and may
contain any further recital which they may deem appropriate, but the omission of
such recital shall not operate to bind the Trustees individually. The Trustees
shall at all times maintain insurance for the protection of the Trust Property
or the Trust Property of the applicable Series, its Shareholders, Trustees,
officers, employees and agents in such amount as the Trustees shall deem
adequate to cover possible tort liability, and such other insurance as the
Trustees in their sole judgment shall deem advisable.
-11-
<PAGE> 12
Section 6. Reliance on Experts, Etc. Each Trustee, officer or employee of
the Trust or a Series thereof shall, in the performance of his duties, be fully
and completely justified and protected with regard to any act or any failure to
act resulting from reliance in good faith upon the books of account or other
records of the Trust or a Series thereof, upon an opinion of counsel, or upon
reports made to the Trust or a Series thereof by any of its officers or
employees or by the Investment Adviser, the Administrator, the Distributor,
Transfer Agent, selected dealers, accountants, appraisers or other experts or
consultants selected with reasonable care by the Trustees, officers or employees
of the Trust, regardless of whether such counsel or expert may also be a
Trustee.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Trust shall begin on the first day of April in each
year and shall end on the last day of December in each year, provided, however,
that the Trustees may from time to time change the fiscal year. The taxable
year of each Series of the Trust shall be as determined by the Trustees from
time to time.
ARTICLE IX
SEAL
The Trustees may adopt a seal which shall be in such form and shall have
such inscription thereon as the Trustees may from time to time prescribe but the
absence of a seal shall not impair the validity or execution of any document.
ARTICLE X
SUFFICIENCY AND WAIVERS OF NOTICE
Whenever any notice whatever is required to be given by law, the
Declaration of Trust or these By-laws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. A notice shall be deemed to
have been sent by mail, telegraph, cable or wireless for the purposes of these
By- laws when it has been delivered to a representative of any company holding
itself out as capable of sending notice by such means with instructions that it
be so sent.
-12-
<PAGE> 13
ARTICLE XI
AMENDMENTS
These By-laws may be amended, altered or repealed or new By- laws may be
adopted (a) by a Majority Shareholder Vote (as defined in the Declaration of
Trust), or by the Trustees; provided, however, that no By-Law may be amended,
adopted or repealed by the Trustees if such amendment, adoption or repeal
requires, pursuant to law, the Declaration of Trust or the By-Laws, a vote of
the Shareholders. The Trustees shall in no event adopt By-Laws which are in
conflict with the Declaration of Trust, and any apparent inconsistency shall be
construed in favor of the related provisions of the Declaration of Trust.
END OF BY-LAWS
-13-
<PAGE> 1
Exhibit 99.5a
JOHN HANCOCK INVESTMENT QUALITY BOND FUND, a series of
John Hancock Bond Fund
Investment Management Contract
Dated: December 22, 1994
<PAGE> 2
JOHN HANCOCK INVESTMENT QUALITY BOND FUND, a series of
John Hancock Bond Fund
Boston, Massachusetts
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
Investment Management Contract
------------------------------
Ladies and Gentlemen:
John Hancock Bond Fund (the "Trust") has been organized as a
business trust under the laws of The Commonwealth of Massachusetts
to engage in the business of an investment company. The Trust's
shares of beneficial interest have been classified into one or
more series representing the entire undivided interest in separate
portfolios of the Trust, including John Hancock Investment Quality
Bond Fund (the "Fund").
The Trustees of the Trust (the "Trustees") have selected John
Hancock Advisers, Inc. (the "Adviser") to provide overall
investment advice and management for the Fund, and to provide
certain other services, as more fully set forth below, and you are
willing to provide such advice, management and services under the
terms and conditions hereinafter set forth. Accordingly, the
Trust agrees with you as follows:
1. DELIVERY OF DOCUMENTS. The Trust has furnished you with
copies, properly certified or otherwise authenticated, of each of
the following:
(a) Declaration of Trust, dated November 29, 1984, as
amended from time to time (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Adviser as
investment adviser for the Trust and the Fund and
approving the form of this Agreement; and
(d) Commitments, limitations and undertakings made by the
Trust to state securities or "blue sky" authorities for
the purpose of qualifying shares of the Fund for sale in
such states. The Trust will furnish you from time to
<PAGE> 3
time with copies, properly certified or otherwise
authenticated, of all amendments of or supplements to
the foregoing, if any.
2. INVESTMENT AND MANAGEMENT SERVICES. You will use your best
efforts to provide to the Fund continuing and suitable investment
programs with respect to investments, consistent with the
investment policies, objectives and restrictions of the Fund. In
the performance of the Adviser's duties hereunder, subject always
(x) to the provisions contained in the documents delivered to the
Adviser pursuant to Section 1, as each of the same may from time
to time be amended or supplemented, and (y) to the limitations set
forth in the registration statement of the Fund as in effect from
time to time under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended (the "1940 Act"), the
Adviser will, at its own expense:
(a) furnish the Fund with advice and recommendations,
consistent with the investment policies, objectives and
restrictions of the Fund, with respect to the purchase,
holding and disposition of portfolio securities;
(b) advise the Fund in connection with policy decisions to
be made by the Trustees or any committee thereof with
respect to the Fund's investments and, as requested,
furnish the Fund with research, economic and statistical
data in connection with the Fund's investments and
investment policies;
(c) provide administration of the day-to-day investment
operations of the Fund;
(d) submit such reports relating to the valuation of the
Fund's securities as the Trustees may reasonably
request;
(e) assist the Fund in any negotiations relating to the
Fund's investments with issuers, investment banking
firms, securities brokers or dealers and other
institutions or investors;
(f) consistent with the provisions of Section 6 of this
Agreement, place orders for the purchase, sale or
exchange of portfolio securities with brokers or dealers
selected by you, PROVIDED that in connection with the
placing of such orders and the selection of such brokers
or dealers you shall seek to obtain execution and
pricing within the policy guidelines determined by the
Trustees and set forth in the Prospectus and Statement
of Additional Information of the Fund as in effect from
time to time;
2
<PAGE> 4
(g) provide office space and equipment and supplies, the use
of accounting equipment when required, and necessary
executive, clerical and secretarial personnel for the
administration of the affairs of the Fund;
(h) from time to time or at any time requested by the
Trustees, make reports to the Trust of your performance
of the foregoing services and furnish advice and
recommendations with respect to other aspects of the
business and affairs of the Fund;
(i) maintain and preserve the records required by the
Investment Company Act of 1940, as amended (the "1940
Act"), to be maintained and preserved by the Trust on
behalf of the Fund (you agree that such records are the
property of the Trust and will be surrendered to the
Trust promptly upon request therefor);
(j) obtain and evaluate such information relating to
economies, industries, businesses, securities markets
and securities as you may deem necessary or useful in
the discharge of your duties hereunder;
(k) oversee, and use your best efforts to assure the
performance of the activities and services of the
custodian, transfer agent or other similar agents
retained by the Trust; and
(l) give instructions to the Fund's custodian as to
deliveries of securities to and from such custodian and
transfer of payment of cash for the account of the Fund.
The Adviser may engage one or more investment advisers which
are either registered as such or specifically exempt from
registration under the Investment Advisers Act of 1940, as
amended, to act as subadvisers to provide with respect to the Fund
certain services set forth in Section 2 of this Agreement, all as
shall be set forth in a written contract, which contract shall be
subject to approval by the vote of a majority of the Trustees of
the Trust who are not interested persons of the Adviser, the
subadviser or the Fund, cast in person at a meeting called for the
purpose of voting on such approval and by the vote of a majority
of the outstanding voting securities of the Fund and otherwise
consistent with the terms of the 1940 Act. Any fee, compensation
or expense to be paid to any subadviser shall be paid by the
Adviser, and no obligation to the subadviser shall be incurred on
the Fund's or Trust's behalf, except as agreed upon by the
Trustees of the Trust and otherwise consistent with the terms of
the 1940 Act.
3
<PAGE> 5
3. EXPENSES OF THE FUND. You will pay:
(a) the compensation and expenses of all officers and
employees of the Fund;
(b) the expenses of office rent, telephone and other
utilities, office furniture, equipment, supplies and
other office expenses of the Fund;
(c) any other expenses incurred by you in connection with
the performance of your duties hereunder; and
(d) premiums for such insurance as may be agreed upon by you
and the Trustees.
4. EXPENSES OF THE TRUST OR THE FUND NOT PAID BY YOU. You will
not be required to pay any expenses which this Agreement does not
expressly make payable by you. In particular, and without
limiting the generality of the foregoing but subject to the
provisions of Section 3, you will not be required to pay:
(a) any and all expenses, taxes and governmental fees
incurred by the Trust or the Fund prior to the effective
date of this Agreement;
(b) without limiting the generality of the foregoing clause
(a), the expenses of organizing the Fund (including
without limitation, legal, accounting and auditing fees
and expenses incurred in connection with the matters
referred to in this clause (b)), of initially
registering the shares of the Fund under the Securities
Act of 1933, as amended, and of qualifying the shares
for sale under state securities laws for the initial
offering and sale of shares;
(c) the compensation and expenses of Trustees who are not
interested persons (as used in this Agreement, such term
shall have the meaning specified in the 1940 Act) of
you, and of independent advisers, independent
contractors, consultants, managers and other
unaffiliated agents employed by the Trust or the Fund
other than through you;
(d) legal, accounting and auditing fees and expenses of the
Trust or the Fund;
(e) the fees or disbursements of custodians and depositories
of the Fund's assets, transfer agents, disbursing
agents, plan agents and registrars;
(f) taxes and governmental fees assessed against the Trust's
or the Fund's assets and payable by the Trust;
4
<PAGE> 6
(g) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Fund;
(h) brokers' commissions and underwriting fees; and
(i) the expense of periodic calculations of the net asset
value of the shares of the Fund.
<TABLE>
5. COMPENSATION OF THE ADVISER. For all services to be
rendered, facilities furnished and expenses paid or assumed by you
as herein provided, the Fund will pay you monthly, a fee at the
following annual rates of the Fund's average daily net assets:
<CAPTION>
Net Asset Value Annual Rate
--------------- -----------
<S> <C>
First $75 million 0.6250%
Next $75 million 0.5625%
Amount over $150 million 0.5000%
</TABLE>
In the event that normal operating expenses of the Fund,
exclusive of certain expenses prescribed by state law, are in
excess of any limitation imposed by a state where the Fund is
registered to sell shares of common stock, the fee payable to the
Adviser will be reduced to the extent of such excess and the
Adviser will make any arrangements necessary to eliminate any
remaining excess expenses.
6. AVOIDANCE OF INCONSISTENT POSITION. In connection with
purchases or sales of portfolio securities for the account of the
Fund, neither your nor any investment management subsidiary of
yours, nor any of your or their directors, officers or employees
will act as principal or agent or receive any commission. If any
occasion shall arise in which you advise persons concerning the
shares of the Trust, you will act solely on your own behalf and
not in any way on behalf of the Trust or the Fund.
7. NO PARTNERSHIP OR JOINT VENTURE. The Trust, the Fund and you
are not partners of or joint venturers with each other and nothing
herein shall be construed so as to make them such partners or
joint venturers or impose any liability as such on any of them.
8. NAME OF THE TRUST AND FUND. The Trust and the Fund may use
the name "John Hancock" or any name derived from or similar to the
name "John Hancock Advisers, Inc." or "John Hancock Mutual Life
Insurance Company" only for so long as this Agreement remains in
effect. At such time as this Agreement shall no longer be in
effect, the Trust and the Fund will (to the extent they lawfully
can) cease to use such a name or any other name indicating that
the Fund is advised by or otherwise connected with you. The Trust
acknowledges that it has adopted the name "John Hancock Bond Fund"
and the Fund has adopted the name "John Hancock Investment Quality
5
<PAGE> 7
Bond Fund" through permission of John Hancock Mutual Life
Insurance Company, a Massachusetts insurance company, and agrees
that John Hancock Mutual Life Insurance Company reserves to itself
and any successor to its business the right to grant the non-
exclusive right to use the name "John Hancock" or any similar name
to any other corporation or entity, including but not limited to
any investment company of which John Hancock Mutual Life Insurance
Company or any subsidiary or affiliate thereof shall be the
investment adviser.
9. LIMITATION OF LIABILITY OF THE ADVISER. You shall not be
liable for any error of judgment or mistake of law or for any loss
suffered by the Trust or the Fund in connection with the matters
to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on your part in
the performance of your duties or from reckless disregard by you
of your obligations and duties under this Agreement. Any person,
even though also employed by you, who may be or become an employee
of and paid by the Trust or the Fund shall be deemed, when acting
within the scope of his employment by the Trust or the Fund, to be
acting in such employment solely for the Trust or the Fund and not
as your employee or agent.
10. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement
shall remain in force until the second anniversary of the date
upon which this Agreement was executed by the parties hereto, and
from year to year thereafter, but only so long as such continuance
is specifically approved at least annually by (a) a majority of
the Trustees who are not interested persons of you or (other than
as trustees) of the Fund, cast in person at a meeting called for
the purpose of voting on such approval, and (b) either (i) the
Trustees or (ii) a majority of the outstanding voting securities
of the Fund. This Agreement may, on 60 days' written notice, be
terminated at any time without the payment of any penalty by the
Trust or the Fund by vote of a majority of the outstanding voting
securities of the Fund, by the Trustees or by you. Termination of
this Agreement with respect to the Fund shall not be deemed to
terminate or otherwise invalidate any provisions of any contract
between you and any other series of the Trust. This Agreement
shall automatically terminate in the event of its assignment. In
interpreting the provisions of this Section 10, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "assignment," "interested person" and "voting
security") shall be applied.
11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought, and no amendment, transfer, assignment, sale,
hypothecation or pledge of this Agreement shall be effective until
approved by (a) the Trustees, including a majority of the Trustees
6
<PAGE> 8
who are not interested persons of you or (other than as Trustees)
of the Trust or the Fund, cast in person at a meeting called for
the purpose of voting on such approval, and (b) a majority of the
outstanding voting securities of the Fund, as defined in the 1940
Act.
12. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. The names John Hancock Bond Fund and
John Hancock Investment Quality Bond Fund are the designations of
the Trustees under the Declaration of Trust, dated November 29,
1984 as amended from time to time. The Declaration of Trust and
all amendments thereto have been filed with the Secretary of State
of The Commonwealth of Massachusetts. The obligations of the
Trust and the Fund are not personally binding upon, nor shall
resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust or the
Fund, but only the Fund's property shall be bound. The Fund shall
not be liable for the obligations of any other series of the
Trust.
7
<PAGE> 9
Very truly yours,
JOHN HANCOCK BOND FUND
on behalf of
John Hancock Investment Quality Bond Fund
By:/s/ Thomas M. Simmons
-------------------------------
Thomas M. Simmons
President
The foregoing contract
is hereby agreed to as
of the date hereof.
JOHN HANCOCK ADVISERS, INC.
By:/s/ Anne C. Hodsdon
------------------------------
Anne C. Hodsdon
Executive Vice President
8
<PAGE> 1
Exhibit 99.5b
JOHN HANCOCK U.S. GOVERNMENT TRUST, a series of
John Hancock Bond Fund
Investment Management Contract
Dated: December 22, 1994
<PAGE> 2
JOHN HANCOCK U.S. GOVERNMENT TRUST, a series of
John Hancock Bond Fund
Boston, Massachusetts
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
Investment Management Contract
------------------------------
Ladies and Gentlemen:
John Hancock Bond Fund (the "Trust") has been organized as a
business trust under the laws of The Commonwealth of Massachusetts
to engage in the business of an investment company. The Trust's
shares of beneficial interest have been classified into one or
more series representing the entire undivided interest in separate
portfolios of the Trust, including John Hancock U.S. Government
Trust (the "Fund").
The Trustees of the Trust (the "Trustees") have selected John
Hancock Advisers, Inc. (the "Adviser") to provide overall
investment advice and management for the Fund, and to provide
certain other services, as more fully set forth below, and you are
willing to provide such advice, management and services under the
terms and conditions hereinafter set forth. Accordingly, the
Trust agrees with you as follows:
1. DELIVERY OF DOCUMENTS. The Trust has furnished you with
copies, properly certified or otherwise authenticated, of each of
the following:
(a) Declaration of Trust, dated November 29, 1984, as
amended from time to time (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Adviser as
investment adviser for the Trust and the Fund and
approving the form of this Agreement; and
(d) Commitments, limitations and undertakings made by the
Trust to state securities or "blue sky" authorities for
the purpose of qualifying shares of the Fund for sale in
such states. The Trust will furnish you from time to
<PAGE> 3
time with copies, properly certified or otherwise
authenticated, of all amendments of or supplements to
the foregoing, if any.
2. INVESTMENT AND MANAGEMENT SERVICES. You will use your best
efforts to provide to the Fund continuing and suitable investment
programs with respect to investments, consistent with the
investment policies, objectives and restrictions of the Fund. In
the performance of the Adviser's duties hereunder, subject always
(x) to the provisions contained in the documents delivered to the
Adviser pursuant to Section 1, as each of the same may from time
to time be amended or supplemented, and (y) to the limitations set
forth in the registration statement of the Fund as in effect from
time to time under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended (the "1940 Act"), the
Adviser will, at its own expense:
(a) furnish the Fund with advice and recommendations,
consistent with the investment policies, objectives and
restrictions of the Fund, with respect to the purchase,
holding and disposition of portfolio securities;
(b) advise the Fund in connection with policy decisions to
be made by the Trustees or any committee thereof with
respect to the Fund's investments and, as requested,
furnish the Fund with research, economic and statistical
data in connection with the Fund's investments and
investment policies;
(c) provide administration of the day-to-day investment
operations of the Fund;
(d) submit such reports relating to the valuation of the
Fund's securities as the Trustees may reasonably
request;
(e) assist the Fund in any negotiations relating to the
Fund's investments with issuers, investment banking
firms, securities brokers or dealers and other
institutions or investors;
(f) consistent with the provisions of Section 6 of this
Agreement, place orders for the purchase, sale or
exchange of portfolio securities with brokers or dealers
selected by you, PROVIDED that in connection with the
placing of such orders and the selection of such brokers
or dealers you shall seek to obtain execution and
pricing within the policy guidelines determined by the
Trustees and set forth in the Prospectus and Statement
of Additional Information of the Fund as in effect from
time to time;
2
<PAGE> 4
(g) provide office space and equipment and supplies, the use
of accounting equipment when required, and necessary
executive, clerical and secretarial personnel for the
administration of the affairs of the Fund;
(h) from time to time or at any time requested by the
Trustees, make reports to the Trust of your performance
of the foregoing services and furnish advice and
recommendations with respect to other aspects of the
business and affairs of the Fund;
(i) maintain and preserve the records required by the
Investment Company Act of 1940, as amended (the "1940
Act"), to be maintained and preserved by the Trust on
behalf of the Fund (you agree that such records are the
property of the Trust and will be surrendered to the
Trust promptly upon request therefor);
(j) obtain and evaluate such information relating to
economies, industries, businesses, securities markets
and securities as you may deem necessary or useful in
the discharge of your duties hereunder;
(k) oversee, and use your best efforts to assure the
performance of the activities and services of the
custodian, transfer agent or other similar agents
retained by the Trust; and
(l) give instructions to the Fund's custodian as to
deliveries of securities to and from such custodian and
transfer of payment of cash for the account of the Fund.
The Adviser may engage one or more investment advisers which
are either registered as such or specifically exempt from
registration under the Investment Advisers Act of 1940, as
amended, to act as subadvisers to provide with respect to the Fund
certain services set forth in Section 2 of this Agreement, all as
shall be set forth in a written contract, which contract shall be
subject to approval by the vote of a majority of the Trustees of
the Trust who are not interested persons of the Adviser, the
subadviser or the Fund, cast in person at a meeting called for the
purpose of voting on such approval and by the vote of a majority
of the outstanding voting securities of the Fund and otherwise
consistent with the terms of the 1940 Act. Any fee, compensation
or expense to be paid to any subadviser shall be paid by the
Adviser, and no obligation to the subadviser shall be incurred on
the Fund's or Trust's behalf, except as agreed upon by the
Trustees of the Trust and otherwise consistent with the terms of
the 1940 Act.
3
<PAGE> 5
3. EXPENSES OF THE FUND. You will pay:
(a) the compensation and expenses of all officers and
employees of the Fund;
(b) the expenses of office rent, telephone and other
utilities, office furniture, equipment, supplies and
other office expenses of the Fund;
(c) any other expenses incurred by you in connection with
the performance of your duties hereunder; and
(d) premiums for such insurance as may be agreed upon by you
and the Trustees.
4. EXPENSES OF THE TRUST OR THE FUND NOT PAID BY YOU. You will
not be required to pay any expenses which this Agreement does not
expressly make payable by you. In particular, and without
limiting the generality of the foregoing but subject to the
provisions of Section 3, you will not be required to pay:
(a) any and all expenses, taxes and governmental fees
incurred by the Trust or the Fund prior to the effective
date of this Agreement;
(b) without limiting the generality of the foregoing clause
(a), the expenses of organizing the Fund (including
without limitation, legal, accounting and auditing fees
and expenses incurred in connection with the matters
referred to in this clause (b)), of initially
registering the shares of the Fund under the Securities
Act of 1933, as amended, and of qualifying the shares
for sale under state securities laws for the initial
offering and sale of shares;
(c) the compensation and expenses of Trustees who are not
interested persons (as used in this Agreement, such term
shall have the meaning specified in the 1940 Act) of
you, and of independent advisers, independent
contractors, consultants, managers and other
unaffiliated agents employed by the Trust or the Fund
other than through you;
(d) legal, accounting and auditing fees and expenses of the
Trust or the Fund;
(e) the fees or disbursements of custodians and depositories
of the Fund's assets, transfer agents, disbursing
agents, plan agents and registrars;
(f) taxes and governmental fees assessed against the Trust's
or the Fund's assets and payable by the Trust;
4
<PAGE> 6
(g) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Fund;
(h) brokers' commissions and underwriting fees; and
(i) the expense of periodic calculations of the net asset
value of the shares of the Fund.
<TABLE>
5. COMPENSATION OF THE ADVISER. For all services to be
rendered, facilities furnished and expenses paid or assumed by you
as herein provided, the Fund will pay you monthly, a fee at the
following annual rates of the Fund's average daily net assets:
<CAPTION>
Net Asset Value Annual Rate
--------------- -----------
<S> <C>
First $200 million 0.650%
Next $300 million 0.625%
Amount over $500 million 0.600%
</TABLE>
In the event that normal operating expenses of the Fund,
exclusive of certain expenses prescribed by state law, are in
excess of any limitation imposed by a state where the Fund is
registered to sell shares of common stock, the fee payable to the
Adviser will be reduced to the extent of such excess and the
Adviser will make any arrangements necessary to eliminate any
remaining excess expenses.
6. AVOIDANCE OF INCONSISTENT POSITION. In connection with
purchases or sales of portfolio securities for the account of the
Fund, neither your nor any investment management subsidiary of
yours, nor any of your or their directors, officers or employees
will act as principal or agent or receive any commission. If any
occasion shall arise in which you advise persons concerning the
shares of the Trust, you will act solely on your own behalf and
not in any way on behalf of the Trust or the Fund.
7. NO PARTNERSHIP OR JOINT VENTURE. The Trust, the Fund and you
are not partners of or joint venturers with each other and nothing
herein shall be construed so as to make them such partners or
joint venturers or impose any liability as such on any of them.
8. NAME OF THE TRUST AND FUND. The Trust and the Fund may use
the name "John Hancock" or any name derived from or similar to the
name "John Hancock Advisers, Inc." or "John Hancock Mutual Life
Insurance Company" only for so long as this Agreement remains in
effect. At such time as this Agreement shall no longer be in
effect, the Trust and the Fund will (to the extent they lawfully
can) cease to use such a name or any other name indicating that
the Fund is advised by or otherwise connected with you. The Trust
acknowledges that it has adopted the name "John Hancock Bond Fund"
and the Fund has adopted the name "John Hancock U.S. Government
5
<PAGE> 7
Trust" through permission of John Hancock Mutual Life Insurance
Company, a Massachusetts insurance company, and agrees that John
Hancock Mutual Life Insurance Company reserves to itself and any
successor to its business the right to grant the non-exclusive
right to use the name "John Hancock" or any similar name to any
other corporation or entity, including but not limited to any
investment company of which John Hancock Mutual Life Insurance
Company or any subsidiary or affiliate thereof shall be the
investment adviser.
9. LIMITATION OF LIABILITY OF THE ADVISER. You shall not be
liable for any error of judgment or mistake of law or for any loss
suffered by the Trust or the Fund in connection with the matters
to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on your part in
the performance of your duties or from reckless disregard by you
of your obligations and duties under this Agreement. Any person,
even though also employed by you, who may be or become an employee
of and paid by the Trust or the Fund shall be deemed, when acting
within the scope of his employment by the Trust or the Fund, to be
acting in such employment solely for the Trust or the Fund and not
as your employee or agent.
10. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement
shall remain in force until the second anniversary of the date
upon which this Agreement was executed by the parties hereto, and
from year to year thereafter, but only so long as such continuance
is specifically approved at least annually by (a) a majority of
the Trustees who are not interested persons of you or (other than
as trustees) of the Fund, cast in person at a meeting called for
the purpose of voting on such approval, and (b) either (i) the
Trustees or (ii) a majority of the outstanding voting securities
of the Fund. This Agreement may, on 60 days' written notice, be
terminated at any time without the payment of any penalty by the
Trust or the Fund by vote of a majority of the outstanding voting
securities of the Fund, by the Trustees or by you. Termination of
this Agreement with respect to the Fund shall not be deemed to
terminate or otherwise invalidate any provisions of any contract
between you and any other series of the Trust. This Agreement
shall automatically terminate in the event of its assignment. In
interpreting the provisions of this Section 10, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "assignment," "interested person" and "voting
security") shall be applied.
11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought, and no amendment, transfer, assignment, sale,
hypothecation or pledge of this Agreement shall be effective until
approved by (a) the Trustees, including a majority of the Trustees
6
<PAGE> 8
who are not interested persons of you or (other than as Trustees)
of the Trust or the Fund, cast in person at a meeting called for
the purpose of voting on such approval, and (b) a majority of the
outstanding voting securities of the Fund, as defined in the 1940
Act.
12. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. The names John Hancock Bond Fund and
John Hancock U.S. Government Trust are the designations of the
Trustees under the Declaration of Trust, dated November 29, 1984
as amended from time to time. The Declaration of Trust and all
amendments thereto have been filed with the Secretary of State of
The Commonwealth of Massachusetts. The obligations of the Trust
and the Fund are not personally binding upon, nor shall resort be
had to the private property of, any of the Trustees, shareholders,
officers, employees or agents of the Trust or the Fund, but only
the Fund's property shall be bound. The Fund shall not be liable
for the obligations of any other series of the Trust.
7
<PAGE> 9
Very truly yours,
JOHN HANCOCK BOND FUND
on behalf of
John Hancock U.S. Government Trust
/s/ Thomas M. Simmons
By:______________________________
Thomas M. Simmons
President
The foregoing contract
is hereby agreed to as
of the date hereof.
JOHN HANCOCK ADVISERS, INC.
/s/ Anne C. Hodsdon
By:_______________________
Anne C. Hodsdon
Executive Vice President
8
<PAGE> 1
Exhibit 99.5c
JOHN HANCOCK GOVERNMENT SECURITIES TRUST, a series of
John Hancock Bond Fund
Investment Management Contract
Dated: December 22, 1994
<PAGE> 2
JOHN HANCOCK GOVERNMENT SECURITIES TRUST, a series of
John Hancock Bond Fund
Boston, Massachusetts
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
Investment Management Contract
------------------------------
Ladies and Gentlemen:
John Hancock Bond Fund (the "Trust") has been organized as a
business trust under the laws of The Commonwealth of Massachusetts
to engage in the business of an investment company. The Trust's
shares of beneficial interest have been classified into one or
more series representing the entire undivided interest in separate
portfolios of the Trust, including John Hancock Government
Securities Trust (the "Fund").
The Trustees of the Trust (the "Trustees") have selected John
Hancock Advisers, Inc. (the "Adviser") to provide overall
investment advice and management for the Fund, and to provide
certain other services, as more fully set forth below, and you are
willing to provide such advice, management and services under the
terms and conditions hereinafter set forth. Accordingly, the
Trust agrees with you as follows:
1. DELIVERY OF DOCUMENTS. The Trust has furnished you with
copies, properly certified or otherwise authenticated, of each of
the following:
(a) Declaration of Trust, dated November 29, 1984, as
amended from time to time (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Adviser as
investment adviser for the Trust and the Fund and
approving the form of this Agreement; and
(d) Commitments, limitations and undertakings made by the
Trust to state securities or "blue sky" authorities for
the purpose of qualifying shares of the Fund for sale in
such states. The Trust will furnish you from time to
<PAGE> 3
time with copies, properly certified or otherwise
authenticated, of all amendments of or supplements to
the foregoing, if any.
2. INVESTMENT AND MANAGEMENT SERVICES. You will use your best
efforts to provide to the Fund continuing and suitable investment
programs with respect to investments, consistent with the
investment policies, objectives and restrictions of the Fund. In
the performance of the Adviser's duties hereunder, subject always
(x) to the provisions contained in the documents delivered to the
Adviser pursuant to Section 1, as each of the same may from time
to time be amended or supplemented, and (y) to the limitations set
forth in the registration statement of the Fund as in effect from
time to time under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended (the "1940 Act"), the
Adviser will, at its own expense:
(a) furnish the Fund with advice and recommendations,
consistent with the investment policies, objectives and
restrictions of the Fund, with respect to the purchase,
holding and disposition of portfolio securities;
(b) advise the Fund in connection with policy decisions to
be made by the Trustees or any committee thereof with
respect to the Fund's investments and, as requested,
furnish the Fund with research, economic and statistical
data in connection with the Fund's investments and
investment policies;
(c) provide administration of the day-to-day investment
operations of the Fund;
(d) submit such reports relating to the valuation of the
Fund's securities as the Trustees may reasonably
request;
(e) assist the Fund in any negotiations relating to the
Fund's investments with issuers, investment banking
firms, securities brokers or dealers and other
institutions or investors;
(f) consistent with the provisions of Section 6 of this
Agreement, place orders for the purchase, sale or
exchange of portfolio securities with brokers or dealers
selected by you, PROVIDED that in connection with the
placing of such orders and the selection of such brokers
or dealers you shall seek to obtain execution and
pricing within the policy guidelines determined by the
Trustees and set forth in the Prospectus and Statement
of Additional Information of the Fund as in effect from
time to time;
2
<PAGE> 4
(g) provide office space and equipment and supplies, the use
of accounting equipment when required, and necessary
executive, clerical and secretarial personnel for the
administration of the affairs of the Fund;
(h) from time to time or at any time requested by the
Trustees, make reports to the Trust of your performance
of the foregoing services and furnish advice and
recommendations with respect to other aspects of the
business and affairs of the Fund;
(i) maintain and preserve the records required by the
Investment Company Act of 1940, as amended (the "1940
Act"), to be maintained and preserved by the Trust on
behalf of the Fund (you agree that such records are the
property of the Trust and will be surrendered to the
Trust promptly upon request therefor);
(j) obtain and evaluate such information relating to
economies, industries, businesses, securities markets
and securities as you may deem necessary or useful in
the discharge of your duties hereunder;
(k) oversee, and use your best efforts to assure the
performance of the activities and services of the
custodian, transfer agent or other similar agents
retained by the Trust; and
(l) give instructions to the Fund's custodian as to
deliveries of securities to and from such custodian and
transfer of payment of cash for the account of the Fund.
The Adviser may engage one or more investment advisers which
are either registered as such or specifically exempt from
registration under the Investment Advisers Act of 1940, as
amended, to act as subadvisers to provide with respect to the Fund
certain services set forth in Section 2 of this Agreement, all as
shall be set forth in a written contract, which contract shall be
subject to approval by the vote of a majority of the Trustees of
the Trust who are not interested persons of the Adviser, the
subadviser or the Fund, cast in person at a meeting called for the
purpose of voting on such approval and by the vote of a majority
of the outstanding voting securities of the Fund and otherwise
consistent with the terms of the 1940 Act. Any fee, compensation
or expense to be paid to any subadviser shall be paid by the
Adviser, and no obligation to the subadviser shall be incurred on
the Fund's or Trust's behalf, except as agreed upon by the
Trustees of the Trust and otherwise consistent with the terms of
the 1940 Act.
3
<PAGE> 5
3. EXPENSES OF THE FUND. You will pay:
(a) the compensation and expenses of all officers and
employees of the Fund;
(b) the expenses of office rent, telephone and other
utilities, office furniture, equipment, supplies and
other office expenses of the Fund;
(c) any other expenses incurred by you in connection with
the performance of your duties hereunder; and
(d) premiums for such insurance as may be agreed upon by you
and the Trustees.
4. EXPENSES OF THE TRUST OR THE FUND NOT PAID BY YOU. You will
not be required to pay any expenses which this Agreement does not
expressly make payable by you. In particular, and without
limiting the generality of the foregoing but subject to the
provisions of Section 3, you will not be required to pay:
(a) any and all expenses, taxes and governmental fees
incurred by the Trust or the Fund prior to the effective
date of this Agreement;
(b) without limiting the generality of the foregoing clause
(a), the expenses of organizing the Fund (including
without limitation, legal, accounting and auditing fees
and expenses incurred in connection with the matters
referred to in this clause (b)), of initially
registering the shares of the Fund under the Securities
Act of 1933, as amended, and of qualifying the shares
for sale under state securities laws for the initial
offering and sale of shares;
(c) the compensation and expenses of Trustees who are not
interested persons (as used in this Agreement, such term
shall have the meaning specified in the 1940 Act) of
you, and of independent advisers, independent
contractors, consultants, managers and other
unaffiliated agents employed by the Trust or the Fund
other than through you;
(d) legal, accounting and auditing fees and expenses of the
Trust or the Fund;
(e) the fees or disbursements of custodians and depositories
of the Fund's assets, transfer agents, disbursing
agents, plan agents and registrars;
(f) taxes and governmental fees assessed against the Trust's
or the Fund's assets and payable by the Trust;
4
<PAGE> 6
(g) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Fund;
(h) brokers' commissions and underwriting fees; and
(i) the expense of periodic calculations of the net asset
value of the shares of the Fund.
<TABLE>
5. COMPENSATION OF THE ADVISER. For all services to be
rendered, facilities furnished and expenses paid or assumed by you
as herein provided, the Fund will pay you monthly, a fee at the
following annual rates of the Fund's average daily net assets:
<CAPTION>
Net Asset Value Annual Rate
--------------- -----------
<S> <C>
First $200 million 0.650%
Next $300 million 0.625%
Amount over $500 million 0.600%
</TABLE>
In the event that normal operating expenses of the Fund,
exclusive of certain expenses prescribed by state law, are in
excess of any limitation imposed by a state where the Fund is
registered to sell shares of common stock, the fee payable to the
Adviser will be reduced to the extent of such excess and the
Adviser will make any arrangements necessary to eliminate any
remaining excess expenses.
6. AVOIDANCE OF INCONSISTENT POSITION. In connection with
purchases or sales of portfolio securities for the account of the
Fund, neither your nor any investment management subsidiary of
yours, nor any of your or their directors, officers or employees
will act as principal or agent or receive any commission. If any
occasion shall arise in which you advise persons concerning the
shares of the Trust, you will act solely on your own behalf and
not in any way on behalf of the Trust or the Fund.
7. NO PARTNERSHIP OR JOINT VENTURE. The Trust, the Fund and you
are not partners of or joint venturers with each other and nothing
herein shall be construed so as to make them such partners or
joint venturers or impose any liability as such on any of them.
8. NAME OF THE TRUST AND FUND. The Trust and the Fund may use
the name "John Hancock" or any name derived from or similar to the
name "John Hancock Advisers, Inc." or "John Hancock Mutual Life
Insurance Company" only for so long as this Agreement remains in
effect. At such time as this Agreement shall no longer be in
effect, the Trust and the Fund will (to the extent they lawfully
can) cease to use such a name or any other name indicating that
the Fund is advised by or otherwise connected with you. The Trust
acknowledges that it has adopted the name "John Hancock Bond Fund"
and the Fund has adopted the name "John Hancock Government
5
<PAGE> 7
Securities Trust" through permission of John Hancock Mutual Life
Insurance Company, a Massachusetts insurance company, and agrees
that John Hancock Mutual Life Insurance Company reserves to itself
and any successor to its business the right to grant the non-
exclusive right to use the name "John Hancock" or any similar name
to any other corporation or entity, including but not limited to
any investment company of which John Hancock Mutual Life Insurance
Company or any subsidiary or affiliate thereof shall be the
investment adviser.
9. LIMITATION OF LIABILITY OF THE ADVISER. You shall not be
liable for any error of judgment or mistake of law or for any loss
suffered by the Trust or the Fund in connection with the matters
to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on your part in
the performance of your duties or from reckless disregard by you
of your obligations and duties under this Agreement. Any person,
even though also employed by you, who may be or become an employee
of and paid by the Trust or the Fund shall be deemed, when acting
within the scope of his employment by the Trust or the Fund, to be
acting in such employment solely for the Trust or the Fund and not
as your employee or agent.
10. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement
shall remain in force until the second anniversary of the date
upon which this Agreement was executed by the parties hereto, and
from year to year thereafter, but only so long as such continuance
is specifically approved at least annually by (a) a majority of
the Trustees who are not interested persons of you or (other than
as trustees) of the Fund, cast in person at a meeting called for
the purpose of voting on such approval, and (b) either (i) the
Trustees or (ii) a majority of the outstanding voting securities
of the Fund. This Agreement may, on 60 days' written notice, be
terminated at any time without the payment of any penalty by the
Trust or the Fund by vote of a majority of the outstanding voting
securities of the Fund, by the Trustees or by you. Termination of
this Agreement with respect to the Fund shall not be deemed to
terminate or otherwise invalidate any provisions of any contract
between you and any other series of the Trust. This Agreement
shall automatically terminate in the event of its assignment. In
interpreting the provisions of this Section 10, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "assignment," "interested person" and "voting
security") shall be applied.
11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought, and no amendment, transfer, assignment, sale,
hypothecation or pledge of this Agreement shall be effective until
approved by (a) the Trustees, including a majority of the Trustees
6
<PAGE> 8
who are not interested persons of you or (other than as Trustees)
of the Trust or the Fund, cast in person at a meeting called for
the purpose of voting on such approval, and (b) a majority of the
outstanding voting securities of the Fund, as defined in the 1940
Act.
12. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. The names John Hancock Bond Fund and
John Hancock Government Securities Trust are the designations of
the Trustees under the Declaration of Trust, dated November 29,
1984 as amended from time to time. The Declaration of Trust and
all amendments thereto have been filed with the Secretary of State
of The Commonwealth of Massachusetts. The obligations of the
Trust and the Fund are not personally binding upon, nor shall
resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust or the
Fund, but only the Fund's property shall be bound. The Fund shall
not be liable for the obligations of any other series of the
Trust.
7
<PAGE> 9
Very truly yours,
JOHN HANCOCK BOND FUND
on behalf of
John Hancock Government Securities Trust
/s/ Thomas M. Simmons
By:______________________________
Thomas M. Simmons
President
The foregoing contract
is hereby agreed to as
of the date hereof.
JOHN HANCOCK ADVISERS, INC.
/s/ Anne C. Hodsdon
By:_______________________
Anne C. Hodsdon
Executive Vice President
8
<PAGE> 1
Exhibit 99.5d
JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST, a series of
John Hancock Bond Fund
Investment Management Contract
Dated: December 22, 1994
<PAGE> 2
JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST, a series of
John Hancock Bond Fund
Boston, Massachusetts
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
Investment Management Contract
------------------------------
Ladies and Gentlemen:
John Hancock Bond Fund (the "Trust") has been organized as a
business trust under the laws of The Commonwealth of Massachusetts
to engage in the business of an investment company. The Trust's
shares of beneficial interest have been classified into one or
more series representing the entire undivided interest in separate
portfolios of the Trust, including John Hancock Intermediate
Government Trust (the "Fund").
The Trustees of the Trust (the "Trustees") have selected John
Hancock Advisers, Inc. (the "Adviser") to provide overall
investment advice and management for the Fund, and to provide
certain other services, as more fully set forth below, and you are
willing to provide such advice, management and services under the
terms and conditions hereinafter set forth. Accordingly, the
Trust agrees with you as follows:
1. DELIVERY OF DOCUMENTS. The Trust has furnished you with
copies, properly certified or otherwise authenticated, of each of
the following:
(a) Declaration of Trust, dated November 29, 1984, as
amended from time to time (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Adviser as
investment adviser for the Trust and the Fund and
approving the form of this Agreement; and
(d) Commitments, limitations and undertakings made by the
Trust to state securities or "blue sky" authorities for
the purpose of qualifying shares of the Fund for sale in
such states. The Trust will furnish you from time to
<PAGE> 3
time with copies, properly certified or otherwise
authenticated, of all amendments of or supplements to
the foregoing, if any.
2. INVESTMENT AND MANAGEMENT SERVICES. You will use your best
efforts to provide to the Fund continuing and suitable investment
programs with respect to investments, consistent with the
investment policies, objectives and restrictions of the Fund. In
the performance of the Adviser's duties hereunder, subject always
(x) to the provisions contained in the documents delivered to the
Adviser pursuant to Section 1, as each of the same may from time
to time be amended or supplemented, and (y) to the limitations set
forth in the registration statement of the Fund as in effect from
time to time under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended (the "1940 Act"), the
Adviser will, at its own expense:
(a) furnish the Fund with advice and recommendations,
consistent with the investment policies, objectives and
restrictions of the Fund, with respect to the purchase,
holding and disposition of portfolio securities;
(b) advise the Fund in connection with policy decisions to
be made by the Trustees or any committee thereof with
respect to the Fund's investments and, as requested,
furnish the Fund with research, economic and statistical
data in connection with the Fund's investments and
investment policies;
(c) provide administration of the day-to-day investment
operations of the Fund;
(d) submit such reports relating to the valuation of the
Fund's securities as the Trustees may reasonably
request;
(e) assist the Fund in any negotiations relating to the
Fund's investments with issuers, investment banking
firms, securities brokers or dealers and other
institutions or investors;
(f) consistent with the provisions of Section 6 of this
Agreement, place orders for the purchase, sale or
exchange of portfolio securities with brokers or dealers
selected by you, PROVIDED that in connection with the
placing of such orders and the selection of such brokers
or dealers you shall seek to obtain execution and
pricing within the policy guidelines determined by the
Trustees and set forth in the Prospectus and Statement
of Additional Information of the Fund as in effect from
time to time;
2
<PAGE> 4
(g) provide office space and equipment and supplies, the use
of accounting equipment when required, and necessary
executive, clerical and secretarial personnel for the
administration of the affairs of the Fund;
(h) from time to time or at any time requested by the
Trustees, make reports to the Trust of your performance
of the foregoing services and furnish advice and
recommendations with respect to other aspects of the
business and affairs of the Fund;
(i) maintain and preserve the records required by the
Investment Company Act of 1940, as amended (the "1940
Act"), to be maintained and preserved by the Trust on
behalf of the Fund (you agree that such records are the
property of the Trust and will be surrendered to the
Trust promptly upon request therefor);
(j) obtain and evaluate such information relating to
economies, industries, businesses, securities markets
and securities as you may deem necessary or useful in
the discharge of your duties hereunder;
(k) oversee, and use your best efforts to assure the
performance of the activities and services of the
custodian, transfer agent or other similar agents
retained by the Trust; and
(l) give instructions to the Fund's custodian as to
deliveries of securities to and from such custodian and
transfer of payment of cash for the account of the Fund.
The Adviser may engage one or more investment advisers which
are either registered as such or specifically exempt from
registration under the Investment Advisers Act of 1940, as
amended, to act as subadvisers to provide with respect to the Fund
certain services set forth in Section 2 of this Agreement, all as
shall be set forth in a written contract, which contract shall be
subject to approval by the vote of a majority of the Trustees of
the Trust who are not interested persons of the Adviser, the
subadviser or the Fund, cast in person at a meeting called for the
purpose of voting on such approval and by the vote of a majority
of the outstanding voting securities of the Fund and otherwise
consistent with the terms of the 1940 Act. Any fee, compensation
or expense to be paid to any subadviser shall be paid by the
Adviser, and no obligation to the subadviser shall be incurred on
the Fund's or Trust's behalf, except as agreed upon by the
Trustees of the Trust and otherwise consistent with the terms of
the 1940 Act.
3
<PAGE> 5
3. EXPENSES OF THE FUND. You will pay:
(a) the compensation and expenses of all officers and
employees of the Fund;
(b) the expenses of office rent, telephone and other
utilities, office furniture, equipment, supplies and
other office expenses of the Fund;
(c) any other expenses incurred by you in connection with
the performance of your duties hereunder; and
(d) premiums for such insurance as may be agreed upon by you
and the Trustees.
4. EXPENSES OF THE TRUST OR THE FUND NOT PAID BY YOU. You will
not be required to pay any expenses which this Agreement does not
expressly make payable by you. In particular, and without
limiting the generality of the foregoing but subject to the
provisions of Section 3, you will not be required to pay:
(a) any and all expenses, taxes and governmental fees
incurred by the Trust or the Fund prior to the effective
date of this Agreement;
(b) without limiting the generality of the foregoing clause
(a), the expenses of organizing the Fund (including
without limitation, legal, accounting and auditing fees
and expenses incurred in connection with the matters
referred to in this clause (b)), of initially
registering the shares of the Fund under the Securities
Act of 1933, as amended, and of qualifying the shares
for sale under state securities laws for the initial
offering and sale of shares;
(c) the compensation and expenses of Trustees who are not
interested persons (as used in this Agreement, such term
shall have the meaning specified in the 1940 Act) of
you, and of independent advisers, independent
contractors, consultants, managers and other
unaffiliated agents employed by the Trust or the Fund
other than through you;
(d) legal, accounting and auditing fees and expenses of the
Trust or the Fund;
(e) the fees or disbursements of custodians and depositories
of the Fund's assets, transfer agents, disbursing
agents, plan agents and registrars;
(f) taxes and governmental fees assessed against the Trust's
or the Fund's assets and payable by the Trust;
4
<PAGE> 6
(g) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Fund;
(h) brokers' commissions and underwriting fees; and
(i) the expense of periodic calculations of the net asset
value of the shares of the Fund.
5. COMPENSATION OF THE ADVISER. For all services to be
rendered, facilities furnished and expenses paid or assumed by you
as herein provided, the Fund will pay you monthly, a fee at the
annual rate of 0.50% of the Fund's average daily net assets.
In the event that normal operating expenses of the Fund,
exclusive of certain expenses prescribed by state law, are in
excess of any limitation imposed by a state where the Fund is
registered to sell shares of common stock, the fee payable to the
Adviser will be reduced to the extent of such excess and the
Adviser will make any arrangements necessary to eliminate any
remaining excess expenses.
6. AVOIDANCE OF INCONSISTENT POSITION. In connection with
purchases or sales of portfolio securities for the account of the
Fund, neither your nor any investment management subsidiary of
yours, nor any of your or their directors, officers or employees
will act as principal or agent or receive any commission. If any
occasion shall arise in which you advise persons concerning the
shares of the Trust, you will act solely on your own behalf and
not in any way on behalf of the Trust or the Fund.
7. NO PARTNERSHIP OR JOINT VENTURE. The Trust, the Fund and you
are not partners of or joint venturers with each other and nothing
herein shall be construed so as to make them such partners or
joint venturers or impose any liability as such on any of them.
8. NAME OF THE TRUST AND FUND. The Trust and the Fund may use
the name "John Hancock" or any name derived from or similar to the
name "John Hancock Advisers, Inc." or "John Hancock Mutual Life
Insurance Company" only for so long as this Agreement remains in
effect. At such time as this Agreement shall no longer be in
effect, the Trust and the Fund will (to the extent they lawfully
can) cease to use such a name or any other name indicating that
the Fund is advised by or otherwise connected with you. The Trust
acknowledges that it has adopted the name "John Hancock Bond Fund"
and the Fund has adopted the name "John Hancock Intermediate
Government Trust" through permission of John Hancock Mutual Life
Insurance Company, a Massachusetts insurance company, and agrees
that John Hancock Mutual Life Insurance Company reserves to itself
and any successor to its business the right to grant the non-
exclusive right to use the name "John Hancock" or any similar name
to any other corporation or entity, including but not limited to
5
<PAGE> 7
any investment company of which John Hancock Mutual Life Insurance
Company or any subsidiary or affiliate thereof shall be the
investment adviser.
9. LIMITATION OF LIABILITY OF THE ADVISER. You shall not be
liable for any error of judgment or mistake of law or for any loss
suffered by the Trust or the Fund in connection with the matters
to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on your part in
the performance of your duties or from reckless disregard by you
of your obligations and duties under this Agreement. Any person,
even though also employed by you, who may be or become an employee
of and paid by the Trust or the Fund shall be deemed, when acting
within the scope of his employment by the Trust or the Fund, to be
acting in such employment solely for the Trust or the Fund and not
as your employee or agent.
10. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement
shall remain in force until the second anniversary of the date
upon which this Agreement was executed by the parties hereto, and
from year to year thereafter, but only so long as such continuance
is specifically approved at least annually by (a) a majority of
the Trustees who are not interested persons of you or (other than
as trustees) of the Fund, cast in person at a meeting called for
the purpose of voting on such approval, and (b) either (i) the
Trustees or (ii) a majority of the outstanding voting securities
of the Fund. This Agreement may, on 60 days' written notice, be
terminated at any time without the payment of any penalty by the
Trust or the Fund by vote of a majority of the outstanding voting
securities of the Fund, by the Trustees or by you. Termination of
this Agreement with respect to the Fund shall not be deemed to
terminate or otherwise invalidate any provisions of any contract
between you and any other series of the Trust. This Agreement
shall automatically terminate in the event of its assignment. In
interpreting the provisions of this Section 10, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "assignment," "interested person" and "voting
security") shall be applied.
11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought, and no amendment, transfer, assignment, sale,
hypothecation or pledge of this Agreement shall be effective until
approved by (a) the Trustees, including a majority of the Trustees
who are not interested persons of you or (other than as Trustees)
of the Trust or the Fund, cast in person at a meeting called for
the purpose of voting on such approval, and (b) a majority of the
outstanding voting securities of the Fund, as defined in the 1940
Act.
6
<PAGE> 8
12. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. The names John Hancock Bond Fund and
John Hancock Intermediate Government Trust are the designations of
the Trustees under the Declaration of Trust, dated November 29,
1984 as amended from time to time. The Declaration of Trust and
all amendments thereto have been filed with the Secretary of State
of The Commonwealth of Massachusetts. The obligations of the
Trust and the Fund are not personally binding upon, nor shall
resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust or the
Fund, but only the Fund's property shall be bound. The Fund shall
not be liable for the obligations of any other series of the
Trust.
7
<PAGE> 9
Very truly yours,
JOHN HANCOCK BOND FUND
on behalf of
John Hancock Intermediate Government
Trust
/s/ Thomas M. Simmons
By:______________________________
Thomas M. Simmons
President
The foregoing contract
is hereby agreed to as
of the date hereof.
JOHN HANCOCK ADVISERS, INC.
/s/ Anne C. Hodsdon
By:_______________________
Anne C. Hodsdon
Executive Vice President
8
<PAGE> 1
Exhibit 99.5e
JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT FUND, a series of
John Hancock Bond Fund
Investment Management Contract
Dated: December 22, 1994
<PAGE> 2
JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT FUND, a series of
John Hancock Bond Fund
Boston, Massachusetts
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
Investment Management Contract
------------------------------
Ladies and Gentlemen:
John Hancock Bond Fund (the "Trust") has been organized as a
business trust under the laws of The Commonwealth of Massachusetts
to engage in the business of an investment company. The Trust's
shares of beneficial interest have been classified into one or
more series representing the entire undivided interest in separate
portfolios of the Trust, including John Hancock Adjustable U.S.
Government Fund (the "Fund").
The Trustees of the Trust (the "Trustees") have selected John
Hancock Advisers, Inc. (the "Adviser") to provide overall
investment advice and management for the Fund, and to provide
certain other services, as more fully set forth below, and you are
willing to provide such advice, management and services under the
terms and conditions hereinafter set forth. Accordingly, the
Trust agrees with you as follows:
1. DELIVERY OF DOCUMENTS. The Trust has furnished you with
copies, properly certified or otherwise authenticated, of each of
the following:
(a) Declaration of Trust, dated November 29, 1984, as
amended from time to time (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Adviser as
investment adviser for the Trust and the Fund and
approving the form of this Agreement; and
(d) Commitments, limitations and undertakings made by the
Trust to state securities or "blue sky" authorities for
the purpose of qualifying shares of the Fund for sale in
such states. The Trust will furnish you from time to
<PAGE> 3
time with copies, properly certified or otherwise
authenticated, of all amendments of or supplements to
the foregoing, if any.
2. INVESTMENT AND MANAGEMENT SERVICES. You will use your best
efforts to provide to the Fund continuing and suitable investment
programs with respect to investments, consistent with the
investment policies, objectives and restrictions of the Fund. In
the performance of the Adviser's duties hereunder, subject always
(x) to the provisions contained in the documents delivered to the
Adviser pursuant to Section 1, as each of the same may from time
to time be amended or supplemented, and (y) to the limitations set
forth in the registration statement of the Fund as in effect from
time to time under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended (the "1940 Act"), the
Adviser will, at its own expense:
(a) furnish the Fund with advice and recommendations,
consistent with the investment policies, objectives and
restrictions of the Fund, with respect to the purchase,
holding and disposition of portfolio securities;
(b) advise the Fund in connection with policy decisions to
be made by the Trustees or any committee thereof with
respect to the Fund's investments and, as requested,
furnish the Fund with research, economic and statistical
data in connection with the Fund's investments and
investment policies;
(c) provide administration of the day-to-day investment
operations of the Fund;
(d) submit such reports relating to the valuation of the
Fund's securities as the Trustees may reasonably
request;
(e) assist the Fund in any negotiations relating to the
Fund's investments with issuers, investment banking
firms, securities brokers or dealers and other
institutions or investors;
(f) consistent with the provisions of Section 6 of this
Agreement, place orders for the purchase, sale or
exchange of portfolio securities with brokers or dealers
selected by you, PROVIDED that in connection with the
placing of such orders and the selection of such brokers
or dealers you shall seek to obtain execution and
pricing within the policy guidelines determined by the
Trustees and set forth in the Prospectus and Statement
of Additional Information of the Fund as in effect from
time to time;
2
<PAGE> 4
(g) provide office space and equipment and supplies, the use
of accounting equipment when required, and necessary
executive, clerical and secretarial personnel for the
administration of the affairs of the Fund;
(h) from time to time or at any time requested by the
Trustees, make reports to the Trust of your performance
of the foregoing services and furnish advice and
recommendations with respect to other aspects of the
business and affairs of the Fund;
(i) maintain and preserve the records required by the
Investment Company Act of 1940, as amended (the "1940
Act"), to be maintained and preserved by the Trust on
behalf of the Fund (you agree that such records are the
property of the Trust and will be surrendered to the
Trust promptly upon request therefor);
(j) obtain and evaluate such information relating to
economies, industries, businesses, securities markets
and securities as you may deem necessary or useful in
the discharge of your duties hereunder;
(k) oversee, and use your best efforts to assure the
performance of the activities and services of the
custodian, transfer agent or other similar agents
retained by the Trust; and
(l) give instructions to the Fund's custodian as to
deliveries of securities to and from such custodian and
transfer of payment of cash for the account of the Fund.
The Adviser may engage one or more investment advisers which
are either registered as such or specifically exempt from
registration under the Investment Advisers Act of 1940, as
amended, to act as subadvisers to provide with respect to the Fund
certain services set forth in Section 2 of this Agreement, all as
shall be set forth in a written contract, which contract shall be
subject to approval by the vote of a majority of the Trustees of
the Trust who are not interested persons of the Adviser, the
subadviser or the Fund, cast in person at a meeting called for the
purpose of voting on such approval and by the vote of a majority
of the outstanding voting securities of the Fund and otherwise
consistent with the terms of the 1940 Act. Any fee, compensation
or expense to be paid to any subadviser shall be paid by the
Adviser, and no obligation to the subadviser shall be incurred on
the Fund's or Trust's behalf, except as agreed upon by the
Trustees of the Trust and otherwise consistent with the terms of
the 1940 Act.
3
<PAGE> 5
3. EXPENSES OF THE FUND. You will pay:
(a) the compensation and expenses of all officers and
employees of the Fund;
(b) the expenses of office rent, telephone and other
utilities, office furniture, equipment, supplies and
other office expenses of the Fund;
(c) any other expenses incurred by you in connection with
the performance of your duties hereunder; and
(d) premiums for such insurance as may be agreed upon by you
and the Trustees.
4. EXPENSES OF THE TRUST OR THE FUND NOT PAID BY YOU. You will
not be required to pay any expenses which this Agreement does not
expressly make payable by you. In particular, and without
limiting the generality of the foregoing but subject to the
provisions of Section 3, you will not be required to pay:
(a) any and all expenses, taxes and governmental fees
incurred by the Trust or the Fund prior to the effective
date of this Agreement;
(b) without limiting the generality of the foregoing clause
(a), the expenses of organizing the Fund (including
without limitation, legal, accounting and auditing fees
and expenses incurred in connection with the matters
referred to in this clause (b)), of initially
registering the shares of the Fund under the Securities
Act of 1933, as amended, and of qualifying the shares
for sale under state securities laws for the initial
offering and sale of shares;
(c) the compensation and expenses of Trustees who are not
interested persons (as used in this Agreement, such term
shall have the meaning specified in the 1940 Act) of
you, and of independent advisers, independent
contractors, consultants, managers and other
unaffiliated agents employed by the Trust or the Fund
other than through you;
(d) legal, accounting and auditing fees and expenses of the
Trust or the Fund;
(e) the fees or disbursements of custodians and depositories
of the Fund's assets, transfer agents, disbursing
agents, plan agents and registrars;
(f) taxes and governmental fees assessed against the Trust's
or the Fund's assets and payable by the Trust;
4
<PAGE> 6
(g) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Fund;
(h) brokers' commissions and underwriting fees; and
(i) the expense of periodic calculations of the net asset
value of the shares of the Fund.
5. COMPENSATION OF THE ADVISER. For all services to be
rendered, facilities furnished and expenses paid or assumed by you
as herein provided, the Fund will pay you monthly, a fee at the
annual rate of 0.40% of the Fund's average daily net assets.
In the event that normal operating expenses of the Fund,
exclusive of certain expenses prescribed by state law, are in
excess of any limitation imposed by a state where the Fund is
registered to sell shares of common stock, the fee payable to the
Adviser will be reduced to the extent of such excess and the
Adviser will make any arrangements necessary to eliminate any
remaining excess expenses.
6. AVOIDANCE OF INCONSISTENT POSITION. In connection with
purchases or sales of portfolio securities for the account of the
Fund, neither your nor any investment management subsidiary of
yours, nor any of your or their directors, officers or employees
will act as principal or agent or receive any commission. If any
occasion shall arise in which you advise persons concerning the
shares of the Trust, you will act solely on your own behalf and
not in any way on behalf of the Trust or the Fund.
7. NO PARTNERSHIP OR JOINT VENTURE. The Trust, the Fund and you
are not partners of or joint venturers with each other and nothing
herein shall be construed so as to make them such partners or
joint venturers or impose any liability as such on any of them.
8. NAME OF THE TRUST AND FUND. The Trust and the Fund may use
the name "John Hancock" or any name derived from or similar to the
name "John Hancock Advisers, Inc." or "John Hancock Mutual Life
Insurance Company" only for so long as this Agreement remains in
effect. At such time as this Agreement shall no longer be in
effect, the Trust and the Fund will (to the extent they lawfully
can) cease to use such a name or any other name indicating that
the Fund is advised by or otherwise connected with you. The Trust
acknowledges that it has adopted the name "John Hancock Bond Fund"
and the Fund has adopted the name "John Hancock Adjustable U.S.
Government Fund" through permission of John Hancock Mutual Life
Insurance Company, a Massachusetts insurance company, and agrees
that John Hancock Mutual Life Insurance Company reserves to itself
and any successor to its business the right to grant the non-
exclusive right to use the name "John Hancock" or any similar name
to any other corporation or entity, including but not limited to
5
<PAGE> 7
any investment company of which John Hancock Mutual Life Insurance
Company or any subsidiary or affiliate thereof shall be the
investment adviser.
9. LIMITATION OF LIABILITY OF THE ADVISER. You shall not be
liable for any error of judgment or mistake of law or for any loss
suffered by the Trust or the Fund in connection with the matters
to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on your part in
the performance of your duties or from reckless disregard by you
of your obligations and duties under this Agreement. Any person,
even though also employed by you, who may be or become an employee
of and paid by the Trust or the Fund shall be deemed, when acting
within the scope of his employment by the Trust or the Fund, to be
acting in such employment solely for the Trust or the Fund and not
as your employee or agent.
10. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement
shall remain in force until the second anniversary of the date
upon which this Agreement was executed by the parties hereto, and
from year to year thereafter, but only so long as such continuance
is specifically approved at least annually by (a) a majority of
the Trustees who are not interested persons of you or (other than
as trustees) of the Fund, cast in person at a meeting called for
the purpose of voting on such approval, and (b) either (i) the
Trustees or (ii) a majority of the outstanding voting securities
of the Fund. This Agreement may, on 60 days' written notice, be
terminated at any time without the payment of any penalty by the
Trust or the Fund by vote of a majority of the outstanding voting
securities of the Fund, by the Trustees or by you. Termination of
this Agreement with respect to the Fund shall not be deemed to
terminate or otherwise invalidate any provisions of any contract
between you and any other series of the Trust. This Agreement
shall automatically terminate in the event of its assignment. In
interpreting the provisions of this Section 10, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "assignment," "interested person" and "voting
security") shall be applied.
11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought, and no amendment, transfer, assignment, sale,
hypothecation or pledge of this Agreement shall be effective until
approved by (a) the Trustees, including a majority of the Trustees
who are not interested persons of you or (other than as Trustees)
of the Trust or the Fund, cast in person at a meeting called for
the purpose of voting on such approval, and (b) a majority of the
outstanding voting securities of the Fund, as defined in the 1940
Act.
6
<PAGE> 8
12. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. The names John Hancock Bond Fund and
John Hancock Adjustable U.S. Government Fund are the designations
of the Trustees under the Declaration of Trust, dated November 29,
1984 as amended from time to time. The Declaration of Trust and
all amendments thereto have been filed with the Secretary of State
of The Commonwealth of Massachusetts. The obligations of the
Trust and the Fund are not personally binding upon, nor shall
resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust or the
Fund, but only the Fund's property shall be bound. The Fund shall
not be liable for the obligations of any other series of the
Trust.
7
<PAGE> 9
Very truly yours,
JOHN HANCOCK BOND FUND
on behalf of
John Hancock Adjustable U.S.
Government Fund
/s/ Thomas M. Simmons
By:______________________________
Thomas M. Simmons
President
The foregoing contract
is hereby agreed to as
of the date hereof.
JOHN HANCOCK ADVISERS, INC.
/s/ Anne C. Hodsdon
By:_______________________
Anne C. Hodsdon
Executive Vice President
8
<PAGE> 1
Exhibit 99.5f
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
------------------------------------------------------
AMENDED AND RESTATED AGREEMENT made as of the 22nd day of
December, 1994 by and between John Hancock Bond Fund, a
Massachusetts business trust (the "Trust"), in respect of John
Hancock Investment Quality Bond Fund (the "Fund"), and
Transamerica Fund Management Company, a Delaware corporation (the
"Investment Adviser"), and Transamerica Fund Distributors, Inc., a
Maryland corporation (the "Distributor"):
WHEREAS, the Trust is engaged in business as an open-end
management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, each of the Investment Adviser and the Distributor
are registered as an investment adviser under the Investment
Advisers Act of 1940, and engages in the business of acting as
Investment Adviser or Distributor and providing certain other
services to certain investment companies, including the Fund; and
WHEREAS, each of the Investment Adviser and the Distributor
are registered as broker dealers under the Securities Exchange Act
of 1934, as amended, and serves as the principal underwriter of
the shares of each of the investment companies for which the
Investment Adviser and the Distributor serve as investment
advisers; and
WHEREAS, the Trust desires to retain the Investment Adviser
and the Distributor to render certain additional services to the
Fund regarding certain bookkeeping, accounting and administrative
services (the "Services") in the manner and on the terms and
conditions hereinafter set forth; and
WHEREAS, each of the Investment Adviser and the Distributor
desires to be retained to perform such services on said terms and
conditions;
Now, Therefore, this agreement
W I T N E S S E T H:
that in consideration of the premises and the mutual covenants
hereinafter contained, the Trust and each of the Investment
Adviser and the Distributor agree as follows:
1. The Trust hereby retains each of the Investment Adviser
and the Distributor, as the case may be, to provide to the Trust:
<PAGE> 2
A) such accounting and bookkeeping services and
functions as are reasonably necessary for the operation of
the Fund. Such services shall include, but shall not be
limited to, preparation and maintenance of the following
books, records and other documents: (1) journals containing
daily itemized records of all purchases and sales, and
receipts and deliveries of securities and all receipts and
disbursements of cash and all other debits and credits, in
the form required by Rule 31a-1(b)(1) under the Act;
(2) general and auxiliary ledgers reflecting all asset,
liability, reserve, capital, income and expense accounts, in
the form required by Rules 31a-1(b)(2)(i)-(iii) under the
Act; (3) a securities record or ledger reflecting separately
for each portfolio security as of trade date all "long" and
"short" positions carried by the Trust for the account of the
Fund, if any, and showing the location of all securities long
and the off-setting position to all securities short, in the
form required by Rule 31a-1(b)(3) under the Act; (4) a record
of all portfolio purchases or sales, in the form required by
Rule 31a-1(b)(6) under the Act; (5) a record of all puts,
calls, spreads, straddles and all other options, if any, in
which the Fund has any direct or indirect interest or which
the Fund has granted or guaranteed, in the form required by
Rule 31a-1(b)(7) under the Act; (6) a record of the proof of
money balances in all ledger accounts maintained pursuant to
this Agreement, in the form required by Rule 31a-1(b)(8)
under the Act; and (7) price make-up sheets and such records
as are necessary to reflect the determination of the Fund's
net asset value. The foregoing books and records shall be
maintained by the Investment Adviser in accordance with and
for the time periods specified by applicable rules and
regulations, including Rule 31a-2 under the Act. All such
books and records shall be the property of the Fund and upon
request therefor, the Investment Adviser shall surrender to
the Trust such of the books and records so requested; and
B) certain administrative services including, but not limited
to, administrative services to shareholders of the Fund to
respond to inquiries related to shareholder accounts,
processing confirmed purchase and redemption transactions,
processing certain shareholder transactions, and maintaining
dealer information related to shareholder accounts and
typesetting and other financial printing services for the
Trust.
2. Each of the Investment Adviser and the Distributor
shall, at its own expense, maintain such staff and employ or
retain such personnel and consult with such other persons as it
shall from time to time determine to be necessary or useful to the
performance of its obligations under this Agreement. Without
limiting the generality of the foregoing, such staff and personnel
-2-
<PAGE> 3
shall be deemed to include officers of the Investment Adviser, the
Distributor and persons employed or otherwise retained by the
Investment Adviser and the Distributor to provide or assist in
providing of the services to the Fund.
3. Each of the Investment Adviser and the Distributor, as
the case may be, shall provide such office space, facilities and
equipment (including, but not limited to, telecommunication
equipment and general office supplies) and such clerical help and
other services as shall be necessary to provide the services to
the Fun. In addition, each of the Investment Adviser and the
Distributor, as the case may be, may arrange on behalf of the
Trust and the Fund to obtain: (1) data processing or other
services, subject to approval by a majority of the Trust's Board
of Trustees, as necessary to assist it in providing the Services
to the Fund, (2) pricing information regarding the Fund's
investment securities from such company or companies as are
approved by a majority of the Trust's Board of Trustees and
(3) computer and telecommunication lines and equipment used to
provide the aforementioned services to the Fund, subject to
approval by a majority of the Trust's Board of Trustees and the
Trust shall be financially responsible to such company or
companies as aforesaid, for the reasonable cost of such services.
4. The Trust will, from time to time, furnish or otherwise
make available to each of the Investment Adviser and the
Distributor, as the case may be, such information relating to the
business and affairs of the Fund as the Investment Adviser and the
Distributor, as the case may be, may each reasonably require in
order to discharge its duties and obligations hereunder.
5. The Trust shall reimburse the Investment Adviser and the
Distributor, as the case may be, for: (1) a portion of the
compensation, including all benefits, of officers and employees of
the Investment Adviser and the Distributor, as the case may be,
based upon the amount of time that such persons actually spend in
providing or assisting in providing the Services to the Fund
(including necessary supervision and review); and (2) such other
direct expenses, including, but not limited to, those listed in
paragraph 3 above, incurred on behalf of the Fund that are
associated with the providing of the Services. In addition the
Trust will pay the Investment Adviser and the Distributor a per
account Administrative Fee based on the shareholder service and
recordkeeping duties performed. Such fees will be approved by a
majority of the Trust's Board of Trustees (See Schedule A). In no
event, however, shall such reimbursement exceed levels that are
fair and reasonable in light of the usual and customary charges
made by others for services of the same nature and quality.
Compensation under this Agreement shall be calculated and paid
monthly.
-3-
<PAGE> 4
6. The Investment Adviser and the Distributor will each
permit representatives of the Trust, including the Trust's
independent auditors, to have reasonable access to the personnel
and records of the Investment Adviser and the Distributor in order
to enable such representatives to monitor the quality of services
being provided and the determination of reimbursements due the
Investment Adviser and the Distributor pursuant to this Agreement.
In addition, the Investment Adviser and the Distributor shall
promptly deliver to the Board of Trustees of the Trust such
information as may reasonably be requested from time to time to
permit the Board of Trustees to make an informed determination
regarding continuation of this Agreement and the payments
contemplated to be made hereunder.
7. The Investment Adviser and the Distributor each will use
its best efforts in providing the Services, but in the absence of
willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations hereunder, neither the Investment
Adviser nor the Distributor shall be liable to the Trust or the
Fund or any of the Fund investors for any error or judgment or
mistake of law or any act of omission either by the Investment
Adviser or the Distributor or for any losses sustained by the
Trust, the Fund or the Fund investors.
8. The Investment Adviser and the Distributor each may
assign all or any part of their respective obligations under this
Agreement, and any such assignment will not cause this Agreement
to terminate. Notwithstanding any such assignment, the Investment
Adviser and the Distributor shall remain responsible for the
performance of their respective obligations hereunder.
9. This Agreement shall remain in effect until no later
than December 20, 1996 and from year to year thereafter provided
such continuance is approved at least annually by the vote of a
majority of the Trustees of the Trust who are not parties to this
Agreement or "interested persons" (as defined in the Act) of any
such party, which vote must be cast in person at a meeting called
for the purpose of voting on such approval; and further provided,
however, that (a) the Trust may, at any time and without the
payment of any penalty, terminate this Agreement upon thirty days
written notice to the Investment Adviser or the Distributor and
(b) either the Investment Adviser or the Distributor may terminate
this Agreement without payment of penalty on sixty days' written
notice to the Trust. Any notice under this Agreement shall be
given in writing, addressed and delivered, or mailed post-paid, to
the other party at the principal office of such party.
10. This Agreement shall be construed in accordance with the
laws of The Commonwealth of Massachusetts and the applicable
provisions of the Act. To the extent the applicable law of The
-4-
<PAGE> 5
Commonwealth of Massachusetts or any of the provisions herein
conflict with the applicable provisions of the Act, the latter
shall control.
11. The Trustees have authorized the execution of this
Agreement in their capacity as Trustees and not individually and
the Investment Adviser and the Distributor agree that neither the
shareholders of the Fund nor the Trustees nor any officer,
employee, representative or agent of the Trust shall be personally
liable upon, nor shall resort be had to their private property for
the satisfaction of, obligations given, executed or delivered on
behalf of or by the Fund; that the shareholders of the Fund, the
Trustees, officers, employees, representatives and agents of the
Trust shall not be personally liable hereunder; and that they
shall look solely to the property of the Trust for the
satisfaction of any claim hereunder.
-5-
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement on the day and year first above written.
TRANSAMERICA FUND MANAGEMENT JOHN HANCOCK BOND FUND
COMPANY on behalf of
John Hancock Investment Quality
Bond Fund
By:_________________________ By:_____________________________
Anne C. Hodsdon Thomas M. Simmons
President President
TRANSAMERICA FUND DISTRIBUTORS, INC.
By:_________________________________
Name:_______________________________
Title:______________________________
-6-
<PAGE> 7
<TABLE>
Schedule A
----------
Reimbursement for shareholder and other activities under
Section 1.B of the Administrative Services Agreements.
<CAPTION>
Reimbursement
Amount per
Fund Account per Year
---- ----------------
<S> <C>
John Hancock Capital Growth Fund $4
John Hancock California Tax-Free Income Fund,
Class A & Class B $4
John Hancock Cash Reserve, Inc. $3
John Hancock Tax-Free Bond Fund, Class A &
Class B $4
John Hancock Bond Fund
----------------------
John Hancock Investment Quality Bond Fund $4
John Hancock Government Securities Trust $4
John Hancock U.S. Government Trust $4
John Hancock Intermediate Government Trust $4
John Hancock Adjustable U.S. Government Fund $4
John Hancock Adjustable U.S. Government Trust,
Class A & Class B $4
John Hancock Investment Trust
-----------------------------
John Hancock Growth and Income Fund,
Class A & Class B $4
John Hancock Series. Inc.
-------------------------
John Hancock Money Market Fund B $4
John Hancock Government Income Fund $4
John Hancock High Yield Tax-Free Fund $4
John Hancock High Yield Bond Fund $4
John Hancock Emerging Growth Fund,
Class A & Class B $4
John Hancock Global Resources Fund $4
John Hancock Current Interest
-----------------------------
John Hancock U.S. Government Cash Reserve $3
</TABLE>
-7-
<PAGE> 8
Additional Duties to be Performed Under Section 1.B of the
Administrative Services Agreement:
In addition to responding to inquiries related to shareholder
accounts, Transamerica Fund Management Co. ("TFMC") or
Transamerica Fund Distributors, Inc. ("TFD"), as the case may be,
will also process shareholder telephone requests for exchanges,
Fed wire purchases and telephone redemptions. TFMC and TFD, as
the case may be, will also process shareholder wire order
purchases and redemption requests placed through dealers. In
addition, TFMC and TFD, as the case may be, will maintain dealer,
branch, and representative data on the transfer agency system for
all shareholder accounts.
-8-
<PAGE> 1
EXHIBIT 99.6A
December 22, 1994
John Hancock Broker Distribution Services, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
Distribution Agreement
Dear Sir:
JOHN HANCOCK BOND FUND (the "Trust") has been organized as a business trust
under the laws of The Commonwealth of Massachusetts to engage in the business of
an investment company. The Trust's Board of Trustees has selected you to act as
principal underwriter (as such term is defined in Section 2(a)(29) of the
Investment Company Act of 1940, as amended) of the shares of beneficial interest
("shares") of each series of the Trust (collectively, the "Funds") and you are
willing, as agent for the Trust, to sell the shares to the public, to
broker-dealers or to both, in the manner and on the conditions hereinafter set
forth. Accordingly, the Trust hereby agrees with you as follows:
1. Delivery of Documents. The Trust will furnish you promptly with copies,
properly certified or otherwise authenticated, of any registration statements
filed by it with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, or the Investment Company Act of 1940, as amended, together
with any financial statements and exhibits included therein, and all amendments
or supplements thereto hereafter filed.
2. Registration and Sale of Additional Shares. The Trust will from time to
time use its best efforts to register under the Securities Act of 1933, as
amended, such shares not already so registered as you may reasonably be expected
to sell as agent on behalf of the Trust. This Agreement relates to the issue
and sale of shares that are duly authorized and registered and available for
sale by the Trust if, but only if, the Trust sees fit to sell them. You and the
Trust will cooperate in taking such action as may be necessary from time to time
to qualify shares for sale in Massachusetts and in any other states mutually
agreeable to you and the Trust, and to maintain such qualification if and so
long as such shares are duly registered under the Securities Act of 1933, as
amended.
3. Solicitation of Orders. You will use your best efforts (but only in states
in which you may lawfully do so) to obtain from investors unconditional orders
for shares authorized for issue by the Trust and registered under the Securities
Act of 1933, as
<PAGE> 2
amended, provided that you may in your discretion refuse to accept orders for
such shares from any particular applicant.
4. Sale of Shares. Subject to the provisions of Sections 5 and 6 hereof and
to such minimum purchase requirements as may from time to time be currently
indicated in a Fund's prospectus, you are authorized to sell as agent on behalf
of the Trust authorized and issued shares registered under the Securities Act of
1933, as amended. Such sales may be made by you on behalf of the Trust by
accepting unconditional orders to purchase such shares placed with your
investors. The sales price to the public of such shares shall be the public
offering price as defined in Section 6 hereof.
5. Sale of Shares to Investors by the Trust. Any right granted to you to
accept orders for shares or make sales on behalf of the Trust will not apply to
shares issued in connection with the merger or consolidation of any other
investment company with the Trust or any Fund or the Trust's or a Fund's
acquisition, by purchase or otherwise, of all or substantially all the assets of
any investment company or substantially all the outstanding shares of any such
company, and such right shall not apply to shares that may be offered or
otherwise issued by the Trust to shareholders by virtue of their being
shareholders of the Trust.
6. Public Offering Price. All shares sold by you as agent for the Trust will
be sold at the public offering price, which will be determined in the manner
provided in the applicable Fund's prospectus or statement of additional
information, as now in effect or as it may be amended.
7. No Sales Discount. The Trust shall receive the applicable net asset value
on all sales of shares by you as agent of the Trust.
8. Delivery of Payments. You will deliver to the Trust's transfer agent all
payments made pursuant to orders accepted by you, and accompanied by proper
applications for the purchase of shares, no later than the first business day
following the receipt by you in your home office of such payments and
applications.
9. Suspension of Sales. If and whenever a suspension of the right of
redemption or a postponement of the date of payment or redemption has been
declared pursuant to the Trust's Declaration of Trust and has become effective,
then, until such suspension or postponement is terminated, no further orders for
shares shall be accepted by you except such unconditional orders placed with you
before you have knowledge of the suspension. The Trust reserves the right to
suspend the sale of shares and your authority to accept orders for shares on
behalf of the Trust if in the judgment of a majority of the Trust's Board of
Trustees, it is in the best
-2-
<PAGE> 3
interests of the Trust to do so, such suspension to continue for such period as
may be determined by such majority; and in that event, no shares will be sold by
the Trust or by you on behalf of the Trust while such suspension remains in
effect except for shares necessary to cover unconditional orders accepted by you
before you had knowledge of the suspension.
10. Expenses. The Trust will pay (or will enter into arrangements providing
that persons other than you will pay) all fees and expenses in connection with
the preparation and filing of any registration statement and prospectus or
amendments thereto under the Securities Act of 1933, as amended, covering the
issue and sale of shares and in connection with the qualification of shares for
sale in the various states in which the Trust shall determine it advisable to
qualify such shares for sale. It will also pay the issue taxes or (in the case
of shares redeemed) any initial transfer taxes thereon. You will pay all
expenses of printing prospectuses and other sales literature, all fees and
expenses in connection with your qualification as a dealer in various states,
and all other expenses in connection with the sale and offering for sale of the
shares of the Trust which have not been herein specifically allocated to the
Trust.
11. Conformity with Law. You agree that in selling the shares you will duly
conform in all respects with the laws of the United States and any state in
which such shares may be offered for sale by you pursuant to this Agreement.
12. Indemnification. You agree to indemnify and hold harmless the Trust and
each of its Trustees and officers and each person, if any, who controls the
Trust within the meaning of Section 15 of the Securities Act of 1933, as
amended, against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses) to which the Trust or such Trustees,
officers or controlling person may become subject under such Act, under any
other statute, at common law or otherwise, arising out of the acquisition of any
shares by any person which (a) may be based upon any wrongful act by you or any
of your employees or representatives or (b) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement, prospectus or statement of additional information
covering shares of a Fund or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such statement or omission was made in reliance upon information furnished or
confirmed in writing to the Trust by you, or (c) may be incurred or arise by
reason of your acting as the Trust's agent instead of purchasing and reselling
shares as principal in distributing shares to the public, provided that in no
case is your indemnity
-3-
<PAGE> 4
in favor of a Trustee or officer of the Trust or any other person deemed to
protect such Trustee or officer of the Trust or other person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties or by reason of his reckless disregard of obligations and duties under
this Agreement.
You are not authorized to give any information or to make any
representations on behalf of the Trust or in connection with the sale of shares
other than the information and representations contained in a registration
statement, prospectus, or statement of additional information covering shares,
as such registration statement, prospectus and statement of additional
information may be amended or supplemented from time to time. No person other
than you is authorized to act as principal underwriter for the Trust.
13. Duration and Termination of this Agreement. With respect to each Fund,
this Agreement shall remain in force until two years from the date hereof and
from year to year thereafter, but only so long as such continuance is
specifically approved at least annually by (a) a majority of the Board of
Trustees of the Trust who are not interested persons of you (other than as
Trustees) or of the Fund, cast in person at a meeting called for the purpose of
voting on such approval, and (b) either (i) the Board of Trustees of the Trust,
or (ii) a majority of the outstanding voting securities of the Fund. This
Agreement may, on 60 days' written notice, be terminated as to one or more Funds
at any time, without the payment of any penalty, by the Board of Trustees of the
Trust, by a vote of a majority of the outstanding voting securities of each
affected Fund, or by you. This Agreement will automatically terminate in the
event of its assignment by you. In interpreting the provisions of this Section
13, the definitions contained in Section 2(a) of the Investment Company Act of
1940, as amended (particularly the definitions of "interested person,"
"assignment" and "voting security"), shall be applied.
14. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. If the Trust should at any time deem it
necessary or advisable in the best interests of the Trust that any amendment of
this agreement be made in order to comply with the recommendations or
requirements of the Securities and Exchange Commission or other governmental
authority or to obtain any advantage under state or federal tax laws and should
notify you of the form of such amendment, and the reasons therefor, and if you
should decline to assent to such amendment, the Trust may terminate this
Agreement
-4-
<PAGE> 5
forthwith. If you should at any time request that a change be made in the
Trust's Declaration of Trust or By-Laws, or in its methods of doing business, in
order to comply with any requirements of federal law or regulations of the
Securities and Exchange Commission or of a national securities association of
which you are or may be a member, relating to the sale of shares, and the Trust
should not make such necessary change within a reasonable time, you may
terminate this Agreement forthwith.
15. Miscellaneous. The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. The obligations of the Trust on behalf of each Fund are not
personally binding upon, nor shall resort be had to the private property of, any
of the Trustees, shareholders, officers, employees or agents of the Trust or the
Fund, but only the Fund's property shall be bound. No Fund shall be liable for
the obligations of any other series of the Trust.
-5-
<PAGE> 6
Very truly yours,
JOHN HANCOCK BOND FUND
on behalf of
John Hancock Adjustable U.S. Government Trust
John Hancock Adjustable U.S. Government Fund
John Hancock Government Securities Trust
John Hancock Intermediate Government Trust
John Hancock Investment Quality Bond Fund
John Hancock U.S. Government Trust
/s/ Thomas M. Simmons
By:_______________________________________
Thomas M. Simmons
President
The foregoing Agreement is hereby
accepted as of the date hereof
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
/s/ C. Troy Shaver, Jr.
By:____________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer
-6-
<PAGE> 1
EXHIBIT 99.6B
SOLICITING DEALER AGREEMENT
[LOGO]
JOHN HANCOCK FUNDS, INC.
BOSTON -- MASSACHUSETTS -- 02199-7603
<PAGE> 2
JOHN HANCOCK FUNDS, INC.
101 HUNTINGTON AVENUE
BOSTON, MA 02199-7603
[Form of]
SOLICITING DEALER AGREEMENT
Date
------------------------------
John Hancock Funds, Inc. ("the Distributor" or "Distributor") is the
principal distributor of the shares of beneficial interest (the "securities")
of each of the John Hancock Funds, ("We" or "us"), (the "Funds"). Such Funds
are those listed on Schedule A hereto which may be amended or supplemented from
time to time by the Distributor to include additional Funds for which the
Distributor is the principal distributor. You represent that you are a member
of the National Association of Securities Dealers, Inc., (the "NASD") and,
accordingly, we invite you to become a non-exclusive soliciting dealer to
distribute the securities of the Funds and you agree to solicit orders for the
purchase of the securities on the following terms. Securities are offered
pursuant to each Fund's prospectus and statement of additional information, as
such prospectus and statement of additional information may be amended from
time to time. To the extent that the prospectus or statement of additional
information contains provisions that are inconsistent with the terms of this
Agreement, the terms of the prospectus or statement of additional information
shall be controlling.
OFFERINGS
1. You agree to abide by the Rules of Fair Practice of the NASD and to all
other rules and regulations that are now or may become applicable to
transactions hereunder.
2. As principal distributor of the Funds, we shall have full authority to
take such action as we deem advisable in respect of all matters pertaining to
the distribution. This offer of shares of the Funds to you is made only in
such jurisdictions in which we may lawfully sell such shares of the Funds.
3. You shall not make any representation concerning the Funds or their
securities except those contained in the then- current prospectus or
statement of additional information for each Fund.
4. With the exception of listings of product offerings, you agree not to
furnish or cause to be furnished to any person or display, or publish any
information or materials relating to any Fund (including, without limitation,
promotional materials, sales literature, advertisements, press releases,
announcements, posters, signs and other similar materials), except such
information and materials as may be furnished to you by the Distributor or the
Fund. All other materials must receive written approval by the Distributor
before distribution or display to the public. Use of all approved advertising
and sales literature materials is restricted to appropriate distribution
channels.
5. You are not authorized to act as our agent. Nothing shall constitute you
as a syndicate, association, joint venture, partnership, unincorporated
business, or other separate entity or otherwise partners with us, but you shall
be liable for your proportionate share of any tax, liability or expense based
on any claim arising from the sale of shares of the Funds under this Agreement.
We shall not be under any liability to you, except for obligations expressly
assumed by us in this Agreement and liabilities under Section 11(f) of the
Securities Act of 1933, and no obligations on our part shall be implied or
inferred herefrom.
-2-
<PAGE> 3
6. DEALER COMPLIANCE/SUITABILITY STANDARDS (CLASS A AND CLASS B SHARES) -
Certain mutual funds distributed by the Distributor are being offered with two
or more classes of shares of the same investment portfolio ("Fund") - refer to
each Fund prospectus for availability and details. It is essential that the
following minimum compliance/suitability standards be adhered to in offering
and selling shares of these Funds to investors. All dealers offering shares of
the Funds and their associated persons agree to comply with these general
suitability and compliance standards.
SUITABILITY
With two classes of shares of certain funds available to individual
investors, (Class A and Class B), it is important that each investor purchases
not only the fund that best suits his or her investment objective but also the
class of shares that offers the most beneficial distribution financing method
for the investor based upon his or her particular situation and preferences.
Fund share recommendations and orders must be carefully reviewed by you and
your registered representatives in light of all the facts and circumstances, to
ascertain that the class of shares to be purchased by each investor is
appropriate and suitable. These recommendations should be based on several
factors, including but not limited to:
(A) the amount of money to be invested initially and over a period of
time;
(B) the current level of front-end sales load or back-end sales load
imposed by the Fund;
(C) the period of time over which the client expects to retain the
investment;
(D) the anticipated level of yield from fixed income funds' Class A and
Class B shares;
(E) any other relevant circumstances such as the availability of
reduced sales charges under letters of intent and/or rights of
accumulation.
There are instances when one distribution financing method may be more
appropriate than another. For example, shares subject to a front-end sales
charge may be more appropriate than shares subject to a contingent deferred
sales charge for large investors who qualify for a significant quantity
discount on the front-end sales charge. In addition, shares subject to a
contingent deferred sales charge may be more appropriate for investors whose
orders would not qualify for quantity discounts and who, therefore, may prefer
to defer sales charges and also for investors who determine it to be
advantageous to have all of their funds invested without deduction of a
front-end sales commission. However, if it is anticipated that an investor may
redeem his or her shares within a short period of time, the investor may,
depending on the amount of his or her purchase, bear higher distribution
expenses by purchasing contingent deferred sales charge shares than if he or
she had purchased shares subject to a front-end sales charge.
COMPLIANCE
Your supervisory procedures should be adequate to assure that an
appropriate person reviews and approves transactions entered into pursuant to
this Soliciting Dealer Agreement for compliance with the foregoing standards.
In certain instances, it may be appropriate to discuss the purchase with the
registered representatives involved or to review the advantages and
disadvantages of selecting one class of shares over another with the client.
The Distributor will not accept orders for Class B Shares in any Fund from you
for accounts maintained in street name. Trades for Class B Shares will only be
accepted in the name of the shareholder.
7. CLASS C SHARES - Certain mutual funds distributed by the Distributor may be
offered with Class C shares. Refer to each Fund prospectus for availability
and details. Class C shares are designed for institutional investors and
qualified benefit plans, including pension funds, and are sold without a sales
charge or 12b-1 fee. If a commission is paid to you for transactions in Class
C shares, it will be paid by the Distributor out of its own resources.
SALES
8. Orders for securities received by you from investors will be for the sale
of the securities at the public offering price, which will be the net asset
value per share as determined in the manner provided in the relevant Fund's
prospectus, as now in effect or as amended from time to time, next after
receipt by us (or the relevant Fund's transfer agent) of the purchase
application and payment for the securities, plus the relevant sales charges set
forth in the relevant Fund's then- current prospectus (the "Public Offering
Price"). The procedures relating to the handling of orders shall be subject to
our instructions which we will forward from time to time to you. All orders
are subject to acceptance by us, and we reserve the right in our sole
discretion to reject any order.
-3-
<PAGE> 4
In addition to the foregoing, you acknowledge and agree to the initial
and subsequent investment minimums, which may vary from year to year, as
described in the then-current prospectus for each Fund.
9. You agree to sell the securities only (a) to your customers at the public
offering price then in effect, or (b) back to the Funds at the currently quoted
net asset value.
10. The amount of sales charge to be reallowed to you (the "Reallowance") as a
percentage of the offering price is set forth in the then-current prospectus of
each Fund.
If a sales charge on the purchase is reduced in accordance with the
provisions of the relevant Fund's then-current prospectus pertaining to
"Methods of Obtaining Reduced Sales Charges," the Reallowance shall be reduced
pro rata.
11. We shall pay a Reallowance subject to the provisions of this agreement as
set forth in Schedule B hereto on all purchases made by your customers pursuant
to orders accepted by us (a) where an order for the purchase of securities is
obtained by a registered representative in your employ and remitted to us
promptly by you, (b) where a subsequent investment is made to an account
established by a registered representative in your employ or (c) where a
subsequent investment is made to an account established by a broker/dealer
other than you and is accompanied by a signed request from the account
shareholder that your registered representative receive the Reallowance for
that investment and/or for subsequent investments made in such account. If for
any reason, a purchase transaction is reversed, you shall not be entitled to
receive or retain any part of the Reallowance on such purchase and shall pay to
us on demand in full the amount of the Reallowance received by you in
connection with any such purchase. We may withhold and retain from the amount
of the Reallowance due you a sum sufficient to discharge any amount due and
payable by you to us.
12. Certain of the Funds have adopted a plan under Investment Company Act
Rule 12b-1 ("Distribution Plan" as described in the the prospectus). To the
extent you provide distribution and marketing services in the promotion of the
sale of shares of these Funds, including furnishing services and assistance to
your customers who invest in and own shares of such Funds and including, but
not limited to, answering routine inquiries regarding such Funds and assisting
in changing distribution options, account designations and addresses, you may
be entitled to receive compensation from us as set forth in Schedule C hereto.
All compensation, including 12b-1 fees, shall be payable to you only to the
extent that funds are received and in the possession of the Distributor.
13. We will advise you as to the jurisdictions in which we believe the shares
have been qualified for sale under the respective securities or "blue sky" laws
of such jurisdictions, but we assume no responsibility or obligations as to
your right to sell the shares of the Funds in any state or jurisdiction.
14. Orders may be placed through:
John Hancock Funds, Inc.
101 Huntington Avenue
Boston, MA 02199-7603
1-800-338-4265
SETTLEMENT
15. Settlements for wire orders shall be made within five business days after
our acceptance of your order to purchase shares of the Funds. Certificates,
when requested, will be delivered to you upon payment in full of the sum due
for the sale of the shares of the Funds. If payment is not so received or
made, we reserve the right forthwith to cancel the sale, or, at our option, to
liquidate the shares of the Fund subject to such sale at the then prevailing
net asset value, in which latter case you will agree to be responsible for any
loss resulting to the Funds or to us from your failure to make payments as
aforesaid.
-4-
<PAGE> 5
INDEMNIFICATION
16. The parties to this agreement hereby agree to indemnify and hold harmless
each other, their officers and directors, and any person who is or may be
deemed to be a controlling person of each other, from and against any losses,
claims, damages, liabilities or expenses (including reasonable fees of
counsel), whether joint or several, to which any such person or entity may
become subject insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) arise out of or are based upon, (a) any untrue
statement or alleged untrue statement of material fact, or any omission or
alleged omission to state a material fact made or omitted by it herein, or, (b)
any willful misfeasance or gross misconduct by it in the performance of its
duties and obligations hereunder.
17. NSCC INDEMNITY - SHAREHOLDER AND HOUSE ACCOUNTS - In consideration of the
Distributor and John Hancock Investor Services Corporation ("Investor
Services") liquidating, exchanging, and/or transferring unissued shares of the
Funds for your customers without the use of original or underlying
documentation supporting such instructions (e.g., a signed stock power or
signature guarantee), you hereby agree to indemnify the Distributor, Investor
Services and each respective Fund against any losses, including reasonable
attorney's fees, that may arise from such liquidation exchange, and/or
transfer of unissued shares upon your direction. This indemnification shall
apply only to the liquidation, exchange and/or transfer of unissued shares in
shareholder and house accounts executed as wire orders transmitted via NSCC's
Fund/SERVsystem. You represent and warrant to the Funds, the Distributor and
Investor Services that all such transactions shall be properly authorized by
your customers.
The indemnification in this Section 16 shall not apply to any losses
(including attorney's fees) caused by a failure of the Distributor, Investor
Services or a Fund to comply with any of your instructions governing any of the
above transactions, or any negligent act or omission of the Distributor,
Investor Services or a Fund, or any of their directors, officers, employees or
agents. All transactions shall be settled upon your confirmation through NSCC
transmission to Investor Services.
The Distributor, Investor Services or you may revoke the indemnity
contained in this Section 16 upon prior written notice to each of the other
parties hereto, and in the case of such revocation, this indemnity agreement
shall remain effective as to trades made prior to such revocation.
MISCELLANEOUS
18. We will supply to you at our expense additional copies of the prospectus
and statement of additional information for each of the Funds and any printed
information supplemental to such material in reasonable quantities upon
request.
19. Any notice to you shall be duly given if mailed or telegraphed to you at
your address as registered from time to time with the NASD.
20. Miscellaneous provisions, if any, are attached hereto and incorporated
herein by reference.
21. This agreement, which shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, may be terminated by any party hereto at any
time upon written notice.
-5-
<PAGE> 6
SOLICITING DEALER
-------------------------------------------------
Name of Organization
By:-------------------------------------------------
Authorized Signature of Soliciting Dealer
-------------------------------------------------
Please Print or Type Name
-------------------------------------------------
Title
-------------------------------------------------
Print or Type Address
-------------------------------------------------
Telephone Number
Date:
-------------------------------------------------
In order to service you efficiently, please provide the following
information on your Mutual Funds Operations Department:
OPERATIONS MANAGER:
---------------------------------------------
ORDER ROOM MANAGER:
---------------------------------------------
OPERATIONS ADDRESS:
---------------------------------------------
---------------------------------------------
TELEPHONE: FAX:
-------------------------------- ------------------------------
<TABLE>
<S> <C>
TO BE COMPLETED BY: TO BE COMPLETED BY:
JOHN HANCOCK FUNDS, INC. JOHN HANCOCK INVESTOR
SERVICES CORPORATION
BY: BY:
------------------------------------------- -------------------------------------------
- ---------------------------------------------- ----------------------------------------------
TITLE TITLE
</TABLE>
DEALER NUMBER:
------------------------------------
-6-
<PAGE> 7
JOHNHANCOCK
MUTUAL FUNDS
John Hancock Broker Distrubution Services, Inc.
101 Huntington Avenue Boston, MA 02199-7608 1-800-225-5291
/s/ John Hancock
<PAGE> 8
JOHN HANCOCK FUNDS, INC.
SCHEDULE A
DATED JANUARY 1, 1995 TO THE
SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS
<TABLE>
<S> <C>
John Hancock Sovereign Achievers Fund John Hancock National Aviation & Technology Fund
John Hancock Sovereign Investors Fund John Hancock Regional Bank Fund
John Hancock Sovereign Balanced Fund John Hancock Gold and Government Fund
John Hancock Sovereign Bond Fund John Hancock Global Rx Fund
John Hancock Sovereign U.S. Government Income Fund John Hancock Global Technology Fund
John Hancock Special Equities Fund* John Hancock Global Fund
John Hancock Special Opportunities Fund John Hancock Pacific Basin Equities Fund
John Hancock Discovery Fund John Hancock Global Income Fund
John Hancock Growth Fund John Hancock International Fund
John Hancock Strategic Income Fund John Hancock Global Resources Fund
John Hancock Limited-Term Government Fund John Hancock Emerging Growth Fund
John Hancock Cash Management Fund John Hancock Capital Growth Fund
John Hancock Managed Tax-Exempt Fund John Hancock Growth & Income Fund
John Hancock Tax-Exempt Income Fund John Hancock High Yield Bond Fund
John Hancock Tax-Exempt Series Fund John Hancock Investment Quality Bond Fund
John Hancock Special Value Fund John Hancock Government Securities Fund
John Hancock Strategic Short-Term Income Fund John Hancock U.S. Government Fund
John Hancock CA Tax-Free Fund John Hancock Government Income Fund
John Hancock High Yield Tax-Free Fund John Hancock Intermediate Government Fund
John Hancock Tax-Free Bond Fund John Hancock Adjustable U.S. Government Fund
John Hancock U.S. Government Cash Reserve Fund John Hancock Cash Reserve Money Market B Fund
</TABLE>
From time to time John Hancock Funds, Inc., as principal distributor of the
John Hancock funds, will offer additional funds for sale. These funds will
automatically become part of this Agreement and will be subject to all its
provisions unless otherwise directed by John Hancock Funds, Inc.
*Closed to new investors as of 9/30/94
<PAGE> 9
JOHN HANCOCK FUNDS, INC.
SCHEDULE B
DATED JANUARY 1, 1995 TO THE
SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS
I. REALLOWANCE
The Reallowance paid to the selling Brokers for sales of John Hancock
Funds is set forth in each Fund's then- current prospectus. No Commission will
be paid on sales of John Hancock Cash Management Fund or any John Hancock Fund
that is without a sales charge. Purchases of Class A shares of $1 million or
more, or purchases into an account or accounts whose aggregate value of fund
shares is $1 million or more will be made at net asset value with no initial
sales charge. On purchases of this type, John Hancock Funds, Inc. will pay a
commission as set forth in each Fund's then-current prospectus. John Hancock
Funds, Inc. will pay Brokers for sales of Class B shares of the Funds a
marketing fee as set forth in each Fund's then-current prospectus.
<PAGE> 10
JOHN HANCOCK FUNDS, INC.
SCHEDULE C
DATED JANUARY 1, 1995 TO THE
SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS
FIRST YEAR SERVICE FEES
Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, John Hancock Funds, Inc. will advance to you a First Year
Service Fee related to the purchase of Class A shares (only if subject to sales
charge) or Class B shares of any of the Funds, as the case may be, sold by your
firm. This Service Fee will be compensation for your personal service and/or
the maintenance of shareholder accounts ("Customer Servicing") during the
twelve-month period immediately following the purchase of such shares, in the
amount not to exceed .25 of 1% of net assets invested in Class A shares or
Class B shares of the Fund, as the case may be, purchased by your customers.
SERVICE FEE SUBSEQUENT TO THE FIRST YEAR
Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, the Distributor will pay you quarterly, in arrears, a
Service Fee commencing at the end of the twelve month period immediately
following the purchase of Class A shares (only if subject to sales charge) or
Class B shares, as the case may be, sold by your firm, for Customer Servicing,
in an amount not to exceed .25 of 1% of the average daily net assets
attributable to the Class A shares or Class B shares of the Fund, as the case
may be, purchased by your customers, provided your firm has under management
with the Funds combined average daily net assets for the preceding quarter of
no less than $1 million, or an individual representative of your firm has under
management with the Funds combined average daily net assets for the preceding
quarter of no less than $250,000 (an "Eligible Firm").
<PAGE> 11
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
SCHEDULE D
DATED JULY 1, 1992 TO THE
SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK MUTUAL FUNDS
No broker/dealer shall represent the FUnds or Distribution Services in any
written communications without prior receipt of written approval from John
Hancock Broker Distribution Services, Inc. This includes but is not limited to
all advertising, public relations, marketing and sales literature, and media
contacts.
Further, subsequent to the creation of such materialsbefore written
approval from JHBDS will be given, a copy of the NASD review document
applicable to such materials must be furnished to John Hancock Broker
Distribution Services, Inc. for its review and files.
FOR PURPOSES OF THIS SCHEDULE D, THE FOLLOWING TERMS ARE DEFINED:
Advertising:
materials designed for the mass market, e.g. print ads, radio and tv
commercials, billboards, etc.
Sales literature:
materials designed for a directed market, e.g. prospecting letters,
brochures, mailers, stuffers, etc.
Coop Advertising:
advertising materials (as defined above) used by selling group members
for which John Hancock pays some or all of the costs of publication
whether the materials were developed by JHBDS Marketing or not.
John Hancock Broker Distribution Services, Inc. Approval of Advertising:
Approval has four meanings:approval of the material itself from a
marketing perspective (JHBDS product managers), proactive compliance
officer), parent company corporate advertising approval (John Hancock
Mutual Life Insurance Company Advertising Dept. personnel) and
approval for use and related cost-sharing arrangements (national sales
coordinators).
NASD Filing:
Materials created by JHBDS will be filed with the NASD by the JHBDS
Compliance Department. Materials not created by JHBDS but to be
included in the coop program will be filed with the NASD by the
broker-dealer creating the materials. However, prior to use of the
materials in our coop program, we will need a copy of the final
version of the material as well as the NASDcomment letter. When this
is received, the above approvals can be obtained.
<PAGE> 1
EXHIBIT 99.6G
FINANCIAL INSTITUTION
SALES AND SERVICE AGREEMENT
[LOGO]
JOHN HANCOCK FUNDS, INC.
Boston - Massachusetts - 02199-7603
<PAGE> 2
JOHN HANCOCK FUNDS, INC.
101 HUNTINGTON AVENUE
BOSTON, MA 02199-7603
FINANCIAL INSTITUTION
SALES AND SERVICE AGREEMENT
Date
--------------------------------
John Hancock Funds, Inc. ("The Distributor", or "Distributor"), ("We" or
"us"), is the principal distributor of the shares of beneficial interest (the
"securities") of each of the John Hancock Funds (the "Funds"). Such Funds are
those listed on Schedule A hereto which may be amended or supplemented from
time to time by the Distributor to include additional Funds for which the
Distributor is the principal distributor. You hereby represent that you are a
"bank" as defined in Section 3(a)(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and at the time of each transaction in shares of
the Funds, are not required to register as a broker/dealer under the Exchange
Act or regulations thereunder. We invite you to become a non-exclusive
soliciting financial institution ("Financial Institution") to distribute the
securities of the Funds and you agree to solicit orders for the purchase of the
securities on the following terms. Securities are offered pursuant to each
Fund's prospectus and statement of additional information, as such prospectus
and statement of additional information may be amended from time to time. To
the extent that the prospectus or statement of additional information contains
provisions that are inconsistent with the terms of this Agreement, the terms of
the prospectus or statement of additional information shall be controlling.
OFFERINGS
1. You represent and warrant that you will use your best efforts to ensure
that any purchase of shares of the Funds by your customers constitutes a
suitable investment for such customers. You acknowledge that you will base
such a decision of suitability on all the facts you have gathered about your
customer's financial situation, investment objectives, risk tolerance and
sophistication.
2. You represent and warrant that a copy of the then-current prospectus of a
Fund will be delivered to your customer before any purchase of shares of that
Fund are effected for that customer. You shall not effect any transaction in,
or induce any purchase or sale of, any shares of the Funds by means of any
manipulative, deceptive or other fraudulent device or contrivance, and shall
otherwise deal equitably and fairly with your customers with respect to
transactions in shares of a Fund.
3. You represent and warrant that you will not make shares of any Fund
available to your customers, including your fiduciary customers, except in
compliance with all Federal and state laws and rules and regulations of
regulatory agencies or authorities applicable to you, or any of your affiliates
engaging in such activity, which may affect your business practices. You
confirm that you are not in violation of any banking law or regulations as to
which you are subject. You agree that you will comply with the requirements of
Banking Circular 274 issued by the Office of the Comptroller of the Currency in
offering shares of the Funds to your customers. We agree that we will comply
with all Federal and state laws and rules and regulations of regulatory
agencies or authorities applicable to us. We and you acknowledge and agree
that the offering of shares of the Funds pursuant to this agreement is subject
to the oversight of your management and the regulatory authorities by which you
are subject to review, and that appropriate records and materials relating to
any activity by you or us undertaken pursuant to this agreement may be accessed
by bank examiners in the due course of any regulatory review to which you may
be subject.
4. As principal distributor of the Funds, we shall have full authority to take
such action as we deem advisable in respect of all matters pertaining to the
distribution. This offer of shares of the Funds to you is made only in such
jurisdictions in which we may lawfully sell such shares of the Funds.
-2-
<PAGE> 3
5. You shall not make any representation concerning the Funds or their
securities except those contained in the then-current prospectus or statement
of additional information for each Fund.
6. We will supply to you at our expense additional copies of the then-current
prospectus and statement of additional information for each of the Funds and
any printed information supplemental to such material in reasonable quantities
upon request. It shall be your obligation to ensure that all such information
and materials are distributed to your customers who own or seek to own shares
of the Funds in accordance with securities and/or banking law and regulations
and any other applicable regulations.
7. With the exception of listings of product offerings, you agree not to
furnish or cause to be furnished to any person or display, or publish any
information or materials relating to any Fund (including, without limitation,
promotional materials, sales literature, advertisements, press releases,
announcements, posters, signs and other similar materials), except such
information and materials as may be furnished to you by us the Distributor or
the Fund. All other materials must receive written approval by the Distributor
before distribution or display to the public. Use of all approved advertising
and sales literature materials is restricted to appropriate distribution
channels.
8. You are not authorized to act as our agent. In making available shares of
the Funds under this Financial Institution Sales and Service Agreement, nothing
herein shall be construed to constitute you or any of your agents, employees or
representatives as our agent or employee, or as an agent or employee of the
Funds, and you shall not make any representations to the contrary. Nothing
shall constitute you as a syndicate, association, unincorporated business, or
other separate entity or partners with us, but you shall be liable for your
proportionate share of any tax, liability or expense based on any claim arising
from the sale of shares of the Funds under this Agreement. We shall not be
under any liability to you, except for obligations expressly assumed by us in
this Agreement and liabilities under Section 11(f) of the Securities Act of
1933, and no obligations on our part shall be implied or inferred herefrom.
9. DEALER COMPLIANCE/SUITABILITY STANDARDS (CLASS A AND CLASS B SHARES) -
Certain mutual funds distributed by the Distributor are being offered with two
or more classes of shares of the same investment portfolio ("Fund") - refer to
each Fund prospectus for availability and details. It is essential that the
following minimum compliance/suitability standards be adhered to in offering
and selling shares of these Funds to investors. All soliciting financial
institutions offering shares of the Funds and their agents, employees and
representatives agree to comply with these general suitability and compliance
standards.
SUITABILITY
With two classes of shares of certain funds available to individual
investors, (Class A and Class B), it is important that each investor purchases
not only the fund that best suits his or her investment objective but also the
class of shares that offers the most beneficial distribution financing method
for the investor based upon his or her particular situation and preferences.
Fund share recommendations and orders must be carefully reviewed by you and
your agents, employees and representatives in light of all the facts and
circumstances, to ascertain that the class of shares to be purchased by each
investor is appropriate and suitable. These recommendations should be based on
several factors, including but not limited to:
(A) the amount of money to be invested initially and over
a period of time;
(B) the current level of front-end sales load or back-end
sales load imposed by the Fund;
(C) the period of time over which the customer expects to
retain the investment;
(D) the anticipated level of yield from fixed income
funds' Class A and Class B shares;
(E) any other relevant circumstances such as the
availability of reduced sales charges under letters
of intent and/or rights of accumulation.
There are instances when one distribution financing method may be more
appropriate than another. For example, shares subject to a front-end sales
charge may be more appropriate than shares subject to a contingent deferred
sales charge for large investors who qualify for a significant quantity
discount on the front-end sales charge. In addition, shares subject to a
contingent deferred sales charge may be more appropriate for investors whose
orders would not qualify for quantity discounts and who, therefore, may prefer
to defer sales charges and also for investors who determine it to be
advantageous to have all of their funds invested without deduction of a
front-end sales commission. However, if it is anticipated that an investor may
redeem his or her shares within a short period of time, the investor may,
depending on the amount of his or her purchase, bear higher distribution
expenses by purchasing contingent deferred sales charge shares than if he or
she had purchased shares subject to a front-end sales charge.
-3-
<PAGE> 4
COMPLIANCE
Your supervisory procedures should be adequate to assure that an
appropriate person reviews and approves transactions entered into pursuant to
this Financial Institution Sales and Service Agreement for compliance with the
foregoing standards. In certain instances, it may be appropriate to discuss
the purchase with the agents, employees and representatives involved or to
review the advantages and disadvantages of selecting one class of shares over
another with the client. The Distributor will not accept orders for Class B
Shares in any Fund from you for accounts maintained in your name or in the name
of your nominee for the benefit of certain of your customers. Trades for Class
B Shares will only be accepted in the name of the shareholder.
10. CLASS C SHARES - Certain mutual funds distributed by the Distributor may
be offered with Class C shares. Refer to each Fund prospectus for availability
and details. Class C shares are designed for institutional investors and
qualified benefit plans, including pension funds, and are sold without a sales
charge or 12b-1 fee. If a commission is paid to you for transactions in Class
C shares, it will be paid by the Distributor out of its own resources.
SALES
11. With respect to any and all transactions in the shares of any Fund
pursuant to this Financial Institution Sales and Service Agreement it is
understood and agreed in each case that: (a) you shall be acting solely as
agent for the account of your customer; (b) each transaction shall be initiated
solely upon the order of your customer; (c) we shall execute transactions only
upon receiving instructions from you acting as agent for your customer or upon
receiving instructions directly from your customer; (d) as between you and your
customer, your customer will have full beneficial ownership of all shares; (c)
each transaction shall be for the account of your customer and not for your
account; and (f) unless otherwise agreed in writing we will serve as a clearing
broker for you on a fully disclosed basis, and you shall serve as the
introducing agent for your customers' accounts. Subject to the foregoing,
however, and except for Class B shares, as described in Section 8 above, you
may maintain record ownership of such customers' shares in an account
registered in your name or the name of your nominee, for the benefit of such
customers. Each transaction shall be without recourse to you provided that you
act in accordance with the terms of this Financial Institution Sales and
Service Agreement. You represent and warrant to us that you will have full
right, power and authority to effect transactions (including, without
limitation, any purchases and redemptions) in shares of the Funds on behalf of
all customer accounts provided by you.
12. Orders for securities received by you from your customers will be for the
sale of the securities at the public offering price, which will be the net
asset value per share as determined in the manner provided in the relevant
Fund's prospectus, as now in effect or as amended from time to time, next after
receipt by us (or the relevant Fund's transfer agent) of the purchase
application and payment for the securities, plus the relevant sales charges set
forth in the relevant Fund's then-current prospectus (the "Public Offering
Price"). The procedures relating to the handling of orders shall be subject to
our instructions which we will forward from time to time to you. All orders
are subject to acceptance by us, and we reserve the right in our sole
discretion to reject any order.
In addition to the foregoing, you acknowledge and agree to the initial and
subsequent investment minimums, which may vary from year to year, as described
in the then-current prospectus for each Fund.
13. You agree to sell the securities only (a) to your customers at the public
offering price then in effect, or (b) back to the Funds at the currently quoted
net asset value.
14. The amount of sales charge to be reallowed to you (the "Reallowance") as a
percentage of the offering price is set forth in the then-current prospectus of
each Fund.
If a sales charge on the purchase is reduced in accordance with the
provisions of the relevant Fund's then- current prospectus pertaining to
"Methods of Obtaining Reduced Sales Charges," the Reallowance shall be reduced
pro rata.
15. We shall pay a Reallowance subject to the provisions of this agreement as
set forth in Schedule B hereto on all purchases made by your customers pursuant
to orders accepted by us (a) where an order for the purchase of securities is
obtained by you and remitted to us promptly by you, (b) where a subsequent
investment is made to an account established by you or (c) where a subsequent
investment is made to an account established by a financial institution or
-4-
<PAGE> 5
registered broker/dealer other than you and is accompanied by a signed request
from the account shareholder that you receive the Reallowance for that
investment and/or for subsequent investments made in such account. If for any
reason, a purchase transaction is reversed, you shall not be entitled to
receive or retain any part of the Reallowance on such purchase and shall pay to
us on demand in full the amount of the Reallowance received by you in
connection with any such purchase. We may withhold and retain from the amount
of the Reallowance due you a sum sufficient to discharge any amount due and
payable by you to us.
16. Certain of the Funds have adopted a plan under Investment Company Act
Rule 12b-1 ("Distribution Plan" as described in the prospectus). To the extent
you provide distribution and marketing services in the promotion of the sale of
shares of these Funds, including furnishing services and assistance to your
customers who invest in and own shares of such Funds and including, but not
limited to, answering routine inquiries regarding such Funds and assisting in
changing distribution options, account designations and addresses, you may be
entitled to receive compensation from us as set forth in Schedule C hereto.
All compensation, including 12b-1 fees, shall be payable to you only to the
extent that funds are received and in the possession of the Distributor.
17. We will advise you as to the jurisdictions in which we believe the shares
have been qualified for sale under the respective securities or "blue sky" laws
of such jurisdictions, but we assume no responsibility or obligations as to
your right to sell the shares of the Funds in any state or jurisdiction.
18. Orders may be placed through:
John Hancock Funds, Inc.
101 Huntington Avenue
Boston, MA 02199-7603
1-800-338-4265
SETTLEMENT
19. Settlements for wire orders shall be made within five business days after
our acceptance of your order to purchase shares of the Funds. Certificates,
when requested, will be delivered to you upon payment in full of the sum due
for the sale of the shares of the Funds. If payment is not so received or
made, we reserve the right forthwith to cancel the sale, or, at our option, to
liquidate the shares of the Fund subject to such sale at the then prevailing
net asset value, in which latter case you will agree to be responsible for any
loss resulting to the Funds or to us from your failure to make payments as
aforesaid.
INDEMNIFICATION
20. The parties to this agreement hereby agree to indemnify and hold harmless
each other, their officers and directors, and any person who is or may be
deemed to be a controlling person of each other, from and against any losses,
claims, damages, liabilities or expenses (including reasonable fees of
counsel), whether joint or several, to which any such person or entity may
become subject insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) arise out of or are based upon, (a) any untrue
statement or alleged untrue statement of material fact, or any omission or
alleged omission to state a material fact made or omitted by it herein, or, (b)
any willful misfeasance or gross misconduct by it in the performance of its
duties and obligations hereunder.
MISCELLANEOUS
21. Any notice to you shall be duly given if mailed or telegraphed to you at
your address as most recently furnished to us by you.
22. Miscellaneous provisions, if any, are attached hereto and incorporated
herein by reference.
23. This agreement, which shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, may be terminated by any party hereto at any
time upon written notice.
-5-
<PAGE> 6
FINANCIAL INSTITUTION
-------------------------------------------------
Financial Institution
By:
-------------------------------------------------
Authorized Signature of Financial Institution
-------------------------------------------------
Please Print or Type Name
-------------------------------------------------
Title
-------------------------------------------------
Print or Type Address
-------------------------------------------------
Telephone Number
Date:
-------------------------------------------------
In order to service you efficiently, please provide the
following information on your Mutual Funds Operations Department:
OPERATIONS MANAGER:
---------------------------------------------
ORDER ROOM MANAGER:
---------------------------------------------
OPERATIONS ADDRESS:
---------------------------------------------
---------------------------------------------
TELEPHONE: FAX:
--------------------- ----------------------------
TO BE COMPLETED BY: JOHN HANCOCK INVESTOR
JOHN HANCOCK FUNDS, INC. SERVICES CORPORATION
By: By:
--------------------------------- ------------------------------------
- ------------------------------------ ------------------------------------
Title Title
TO BE COMPLETED BY:
FINANCIAL INSTITUTION NUMBER:
----------------------------------------------
-6-
<PAGE> 7
JOHN HANCOCK FUNDS, INC.
SCHEDULE A
DATED JANUARY 1, 1995 TO THE
FINANCIAL INSTITUTION SALES AND SERVICE
AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS
<TABLE>
<S> <C>
John Hancock Sovereign Achievers Fund John Hancock National Aviation & Technology Fund
John Hancock Sovereign Investors Fund John Hancock Regional Bank Fund
John Hancock Sovereign Balanced Fund John Hancock Gold and Government Fund
John Hancock Sovereign Bond Fund John Hancock Global Rx Fund
John Hancock Sovereign U.S. Government Income Fund John Hancock Global Technology Fund
John Hancock Special Equities Fund* John Hancock Global Fund
John Hancock Special Opportunities Fund John Hancock Pacific Basin Equities Fund
John Hancock Discovery Fund John Hancock Global Income Fund
John Hancock Growth Fund John Hancock International Fund
John Hancock Strategic Income Fund John Hancock Global Rescources Fund
John Hancock Limited Term Government Fund John Hancock Emerging Growth Fund
John Hancock Cash Management Fund John Hancock Capital Growth Fund
John Hancock Managed Tax-Exempt Fund John Hancock Growth & Income Fund
John Hancock Tax-Exempt Income Fund John Hancock High Yield Bond Fund
John Hancock Tax-Exempt Series Fund John Hancock Investment Quality Bond Fund
John Hancock Special Value Fund John Hancock Government SecurritiesFund
John Hancock Strategic Short-Term Income Fund John Hancock U.S. Government Fund
John Hancock CA Tax-Free Fund John Hancock Governtment Income Fund
John Hancock High Yield Tax-Free Fund John Hancock Intermediate Government Fund
John Hancock Tax-Free Bond Fund John Hancock Adjustable U.S. Government Fund
John Hancock U.S. Government Cash Reserve Fund John Hancock Cash Reserve Money Market B Fund
</TABLE>
From time to time John Hancock Funds, as principal distributor of the
John Hancock Funds, will offer additional funds for sale. These funds will
automatically become part of this Agreement and will be subject to all its
provisions unless otherwise directed by John Hancock Funds, Inc.
* Closed to new invstors as of 9/30/94.
<PAGE> 8
JOHN HANCOCK FUNDS, INC.
SCHEDULE B
DATED JANUARY 1, 1995 TO THE
FINANCIAL INSTITUTION SALES AND SERVICE
AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS
I. REALLOWANCE
The Reallowance paid to Financial Institutions for sales of John Hancock
Funds is the same as that paid to Selling Brokers described and set forth
in each Fund's then-current prospectus. No Commission will be paid on
sales of John Hancock Cash Management Fund or any John Hancock Fund that is
without a sales charge. Purchases of Class A shares of $1 million or more,
or purchases into an account or accounts whose aggregate value of fund
shares is $1 million or more will be made at net asset value with no
initial sales charge. On purchases of this type, the Distributor will pay a
commission as set forth in each Fund's then-current prospectus. John
Hancock Funds, Inc. will pay Financial Institutions for sales of Class B
shares of the Funds a marketing fee as set forth in each Fund's then-
current prospectus for Selling Brokers.
<PAGE> 9
JOHN HANCOCK FUNDS, INC.
SCHEDULE C
DISTRIBUTION PLAN SCHEDULE OF COMPENSATION
DATED JANUARY 1, 1995 TO THE
FINANCIAL INSTITUTION SALES AND SERVICE
AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS
FIRST YEAR SERVICE FEE
Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, the Distributor will advance to you a First Year Service
Fee related to the purchase of Class A shares (only if subject to sales charge)
or Class B shares of any of the Funds, as the case maybe, sold by your firm on
or after July 1, 1993. This Service Fee will be compensation for your personal
service and/or the maintenance of shareholder accounts ("Customer Servicing")
during the twelve-month period immediately following the purchase of such
shares, in an amount not to exceed .25 of 1% of the average daily net assets
attributable to Class A shares or Class B shares of the Fund, as the case may
be, purchased by your customers.
SERVICE FEE SUBSEQUENT TO THE FIRST YEAR
Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, the Distributor will pay you quarterly, in arrears, a
Service Fee commencing at the end of the twelve-month period immediately
following the purchase of Class A shares (only if subject to sales charge) or
Class B shares, as the case may be, sold by your firm, for Customer Servicing,
in an amount not to exceed .25 of 1% of the average daily net assets
attributable to the Class A shares or Class B shares of the Fund, as the case
may be, purchased by your customers, provided your Financial Institution has
under management with the Funds combined average daily net assets for the
preceding quarter of no less than $1 million, or an individual representative
of your Financial Institution has under management with the Funds combined
average daily net assets for the preceding quarter of no less than $250,000 (an
"Eligible Financial Institution").
<PAGE> 1
EXHIBIT 8
MASTER CUSTODIAN AGREEMENT
between
JOHN HANCOCK MUTUAL FUNDS
and
INVESTORS BANK & TRUST COMPANY
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-3
2. Employment of Custodian and Property to be held by it . . . . . . . . . . . . . . . 3-4
3. Duties of the Custodian with Respect toProperty of the Fund . . . . . . . . . . . . . 4
A. Safekeeping and Holding of Property . . . . . . . . . . . . . . . . . . . . . . 4
B. Delivery of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-8
C. Registration of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
D. Bank Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-9
E. Payments for Shares of the Fund . . . . . . . . . . . . . . . . . . . . . . . . 9
F. Investment and Availability of Federal Funds . . . . . . . . . . . . . . . . . . 9
G. Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9-10
H. Payment of Fund Moneys . . . . . . . . . . . . . . . . . . . . . . . . . . . 10-12
I. Liability for Payment in Advance of Receipt of Securities Purchased . . . . 12-13
J. Payments for Repurchases of Redemptions of Shares of the Fund . . . . . . . . 13
K. Appointment of Agents by the Custodian . . . . . . . . . . . . . . . . . . . . 13
L. Deposit of Fund Portfolio Securities in Securities Systems . . . . . . . . . 13-16
M. Deposit of Fund Commercial Paper in an Approved
Book-Entry System for Commercial Paper . . . . . . . . . . . . . . . . . 16-18
N. Segregated Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18-19
O. Ownership Certificates for Tax Purposes . . . . . . . . . . . . . . . . . . . 19
P. Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Q. Communications Relating to Fund Portfolio Securities . . . . . . . . . . . . 19-20
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
R. Exercise of Rights; Tender Offers . . . . . . . . . . . . . . . . . . . . . . 20
S. Depository Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20-21
T. Interest Bearing Call or Time Deposits . . . . . . . . . . . . . . . . . . . . 21
U. Options, Futures Contracts and Foreign Currency Transactions . . . . . . . . 21-23
V. Actions Permitted Without Express Authority . . . . . . . . . . . . . . . . 23-24
4. Duties of Bank with Respect to Books of Account and
Calculations of Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5. Records and Miscellaneous Duties . . . . . . . . . . . . . . . . . . . . . . . . . 24-25
6. Opinion of Fund`s Independent Public Accountants . . . . . . . . . . . . . . . . . . 25
7. Compensation and Expenses of Bank . . . . . . . . . . . . . . . . . . . . . . . . 25-26
8. Responsibility of Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26-27
9. Persons Having Access to Assets of the Fund . . . . . . . . . . . . . . . . . . . . 27
10. Effective Period, Termination and Amendment; Successor Custodian . . . . . . . . . 27-28
11. Interpretive and Additional Provisions . . . . . . . . . . . . . . . . . . . . . . 28-29
12. Certification as to Authorized Officers . . . . . . . . . . . . . . . . . . . . . . 29
13. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
14. Massachusetts Law to Apply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
15. Adoption of the Agreement by the Fund . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>
<PAGE> 4
MASTER CUSTODIAN AGREEMENT
This Agreement is made as of December 15, 1992 between each investment
company advised by John Hancock Advisers, Inc. which has adopted this Agreement
in the manner provided herein and Investors Bank & Trust Company (hereinafter
called "Bank", "Custodian" and "Agent"), a trust company established under the
laws of Massachusetts with a principal place of business in Boston,
Massachusetts.
Whereas, each such investment company is registered under the Investment
Company Act of 1940 and has appointed the Bank to act as Custodian of its
property and to perform certain duties as its Agent, as more fully hereinafter
set forth; and
Whereas, the Bank is willing and able to act as each such investment
company's Custodian and Agent, subject to and in accordance with the provisions
hereof;
Now, therefore, in consideration of the premises and of the mutual
covenants and agreements herein contained, each such investment company and the
Bank agree as follows:
1. Definitions
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
(a) "Fund" shall mean the investment company which has adopted this
Agreement and is listed on Appendix A hereto. If the Fund is a Massachusetts
business trust or Maryland corporation, it may in the future establish and
designate other separate and distinct series of shares, each of which may be
called a "portfolio"; in such case, the term "Fund" shall also refer to each
such separate series or portfolio.
(b) "Board" shall mean the board of directors/trustees/managing general
partners/director general partners of the Fund, as the case may be.
(c) "The Depository Trust Company", a clearing agency registered with
the Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.
(d) "Authorized Officer", shall mean any of the following officers of
the Trust: The Chairman of the Board of Trustees, the President, a Vice
President, the Secretary, the Treasurer or Assistant Secretary or Assistant
Treasurer, or any other officer of the Trust duly authorized to sign by
appropriate resolution of the Board of Trustees of the Trust.
(e) "Participants Trust Company", a clearing agency registered with the
Securities and Exchange Commission under Section 17A of the Securities Exchange
Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.
<PAGE> 5
(f) "Approved Clearing Agency" shall mean any other domestic clearing
agency registered with the Securities and Exchange Commission under Section 17A
of the Securities Exchange Act of 1934 which acts as a securities depository
but only if the Custodian has received a certified copy of a vote of the Board
approving such clearing agency as a securities depository for the Fund.
(g) "Federal Book-Entry System" shall mean the book-entry system
referred to in Rule 17f-4(b) under the Investment Company Act of 1940 for
United States and federal agency securities (i.e., as provided in Subpart O of
Treasury Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, and the
book-entry regulations of federal agencies substantially in the form of Subpart
O).
(h) "Approved Foreign Securities Depository" shall mean a foreign
securities depository or clearing agency referred to in rule 17f-4 under the
Investment Company Act of 1940 for foreign securities but only if the Custodian
has received a certified copy of a vote of the Board approving such depository
or clearing agency as a foreign securities depository for the Fund.
(i) "Approved Book-Entry System for Commercial Paper" shall mean a
system maintained by the Custodian or by a subcustodian employed pursuant to
Section 2 hereof for the holding of commercial paper in book-entry form but
only if the Custodian has received a certified copy of a vote of the Board
approving the participation by the Fund in such system.
(j) The Custodian shall be deemed to have received "proper
instructions" in respect of any of the matters referred to in this Agreement
upon receipt of written or facsimile instructions signed by such one or more
person or persons as the Board shall have from time to time authorized to give
the particular class of instructions in question. Electronic instructions for
the purchase and sale of securities which are transmitted by John Hancock
Advisers, Inc. to the Custodian through the John Hancock equity trading system
and the John Hancock fixed income trading system shall be deemed to be proper
instructions; the Fund shall cause all such instructions to be confirmed in
writing. Different persons may be authorized to give instructions for
different purposes. A certified copy of a vote of the Board may be received
and accepted by the Custodian as conclusive evidence of the authority of any
such person to act and may be considered as in full force and effect until
receipt of written notice to the contrary. Such instructions may be general or
specific in terms and, where appropriate, may be standing instructions. Unless
the vote delegating authority to any person or persons to give a particular
class of instructions specifically requires that the approval of any person,
persons or committee shall first have been obtained before the Custodian may
act on instructions of that class, the Custodian shall be under no obligation
to question the right of the person or persons giving such instructions in so
doing. Oral instructions will be considered proper instructions if the
Custodian reasonably believes them to have been given by a person authorized to
give such instructions with respect to the transaction involved. The Fund
shall cause all oral
<PAGE> 6
instructions to be confirmed in writing. The Fund authorizes the Custodian to
tape record any and all telephonic or other oral instructions given to the
Custodian. Upon receipt of a certificate signed by two officers of the Fund as
to the authorization by the President and the Treasurer of the Fund accompanied
by a detailed description of the communication procedures approved by the
President and the Treasurer of the Fund, "proper instructions" may also include
communications effected directly between electromechanical or electronic
devices provided that the President and Treasurer of the Fund and the Custodian
are satisfied that such procedures afford adequate safeguards for the Fund's
assets. In performing its duties generally, and more particularly in
connection with the purchase, sale and exchange of securities made by or for
the Fund, the Custodian may take cognizance of the provisions of the governing
documents and registration statement of the Fund as the same may from time to
time be in effect (and votes, resolutions or proceedings of the shareholders or
the Board), but, nevertheless, except as otherwise expressly provided herein,
the Custodian may assume unless and until notified in writing to the contrary
that so-called proper instructions received by it are not in conflict with or
in any way contrary to any provisions of such governing documents and
registration statement, or votes, resolutions or proceedings of the
shareholders or the Board.
2. Employment of Custodian and Property to be Held by It
The Fund hereby appoints and employs the Bank as its Custodian and Agent
in accordance with and subject to the provisions hereof, and the Bank hereby
accepts such appointment and employment. The Fund agrees to deliver to the
Custodian all securities, participation interests, cash and other assets owned
by it, and all payments of income, payments of principal and capital
distributions and adjustments received by it with respect to all securities and
participation interests owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares ("Shares") of the
Fund as may be issued or sold from time to time. The Custodian shall not be
responsible for any property of the Fund held by the Fund and not delivered by
the Fund to the Custodian. The Fund will also deliver to the Bank from time to
time copies of its currently effective charter (or declaration of trust or
partnership agreement, as the case may be), by-laws, prospectus, statement of
additional information and distribution agreement with its principal
underwriter, together with such resolutions, votes and other proceedings of the
Fund as may be necessary for or convenient to the Bank in the performance of
its duties hereunder.
The Custodian may from time to time employ one or more subcustodians to
perform such acts and services upon such terms and conditions as shall be
approved from time to time by the Board. Any such subcustodian so employed by
the Custodian shall be deemed to be the agent of the Custodian, and the
Custodian shall remain primarily responsible for the securities, participation
interests, moneys and other property of the Fund held by such subcustodian.
Any foreign subcustodian shall be a bank or trust company which is an eligible
foreign custodian within the meaning of Rule 17f-5 under the Investment Company
Act of 1940, and the foreign custody arrangements shall be approved by the
Board and shall be in accordance with and subject to the provisions of said
Rule. For the
<PAGE> 7
purposes of this Agreement, any property of the Fund held by any such
subcustodian (domestic or foreign) shall be deemed to be held by the Custodian
under the terms of this Agreement.
3. Duties of the Custodian with Respect to Property of the Fund
A. Safekeeping and Holding of Property The Custodian shall keep
safely all property of the Fund and on behalf of the Fund shall
from time to time receive delivery of Fund property for
safekeeping. The Custodian shall hold, earmark and segregate on
its books and records for the account of the Fund all property of
the Fund, including all securities, participation interests and
other assets of the Fund (1) physically held by the Custodian, (2)
held by any subcustodian referred to in Section 2 hereof or by any
agent referred to in Paragraph K hereof, (3) held by or maintained
in The Depository Trust Company or in Participants Trust Company
or in an Approved Clearing Agency or in the Federal Book-Entry
System or in an Approved Foreign Securities Depository, each of
which from time to time is referred to herein as a "Securities
System", and (4) held by the Custodian or by any subcustodian
referred to in Section 2 hereof and maintained in any Approved
Book-Entry System for Commercial Paper.
B. Delivery of Securities The Custodian shall release and deliver
securities or participation interests owned by the Fund held (or
deemed to be held) by the Custodian or maintained in a Securities
System account or in an Approved Book-Entry System for Commercial
Paper account only upon receipt of proper instructions, which may
be continuing instructions when deemed appropriate by the parties,
and only in the following cases:
1) Upon sale of such securities or participation interests
for the account of the Fund, but only against receipt of
payment therefor; if delivery is made in Boston or New
York City, payment therefor shall be made in accordance
with generally accepted clearing house procedures or by
use of Federal Reserve Wire System procedures; if delivery
is made elsewhere payment therefor shall be in accordance
with the then current "street delivery" custom or in
accordance with such procedures agreed to in writing from
time to time by the parties hereto; if the sale is
effected through a Securities System, delivery and payment
therefor shall be made in accordance with the provisions
of Paragraph L hereof; if the sale of commercial paper is
to be effected through an Approved Book-Entry System for
Commercial Paper, delivery and payment therefor shall be
made in accordance with the provisions of Paragraph M
hereof; if the securities are to be sold outside the
United States, delivery may be made in accordance with
procedures agreed to in writing from time to time by the
parties hereto; for the purposes of this subparagraph, the
term "sale" shall include the disposition of a portfolio
<PAGE> 8
security (i) upon the exercise of an option written by the
Fund and (ii) upon the failure by the Fund to make a
successful bid with respect to a portfolio security, the
continued holding of which is contingent upon the making
of such a bid;
2) Upon the receipt of payment in connection with any
repurchase agreement or reverse repurchase agreement
relating to such securities and entered into by the Fund;
3) To the depository agent in connection with tender or other
similar offers for portfolio securities of the Fund;
4) To the issuer thereof or its agent when such securities or
participation interests are called, redeemed, retired or
otherwise become payable; provided that, in any such case,
the cash or other consideration is to be delivered to the
Custodian or any subcustodian employed pursuant to Section
2 hereof;
5) To the issuer thereof, or its agent, for transfer into the
name of the Fund or into the name of any nominee of the
Custodian or into the name or nominee name of any agent
appointed pursuant to Paragraph K hereof or into the name
or nominee name of any subcustodian employed pursuant to
Section 2 hereof; or for exchange for a different number
of bonds, certificates or other evidence representing the
same aggregate face amount or number of units; provided
that, in any such case, the new securities or
participation interests are to be delivered to the
Custodian or any subcustodian employed pursuant to Section
2 hereof;
6) To the broker selling the same for examination in
accordance with the "street delivery" custom; provided
that the Custodian shall adopt such procedures as the Fund
from time to time shall approve to ensure their prompt
return to the Custodian by the broker in the event the
broker elects not to accept them;
7) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion of
such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and
cash, if any, are to be delivered to the Custodian or any
subcustodian employed pursuant to Section 2 hereof;
<PAGE> 9
8) In the case of warrants, rights or similar securities, the
surrender thereof in connection with the exercise of such
warrants, rights or similar securities, or the surrender
of interim receipts or temporary securities for definitive
securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian or any subcustodian employed pursuant to Section
2 hereof;
9) For delivery in connection with any loans of securities
made by the Fund (such loans to be made pursuant to the
terms of the Fund's current registration statement), but
only against receipt of adequate collateral as agreed upon
from time to time by the Custodian and the Fund, which may
be in the form of cash or obligations issued by the United
States government, its agencies or instrumentalities.
10) For delivery as security in connection with any borrowings
by the Fund requiring a pledge or hypothecation of assets
by the Fund (if then permitted under circumstances
described in the current registration statement of the
Fund), provided, that the securities shall be released
only upon payment to the Custodian of the monies borrowed,
except that in cases where additional collateral is
required to secure a borrowing already made, further
securities may be released for that purpose; upon receipt
of proper instructions, the Custodian may pay any such
loan upon redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of the note or
notes evidencing the loan;
11) When required for delivery in connection with any
redemption or repurchase of Shares of the Fund in
accordance with the provisions of Paragraph J hereof;
12) For delivery in accordance with the provisions of any
agreement between the Custodian (or a subcustodian
employed pursuant to Section 2 hereof) and a broker-dealer
registered under the Securities Exchange Act of 1934 and,
if necessary, the Fund, relating to compliance with the
rules of The Options Clearing Corporation or of any
registered national securities exchange, or of any similar
organization or organizations, regarding deposit or escrow
or other arrangements in connection with options
transactions by the Fund;
13) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian (or a subcustodian
employed pursuant to Section 2 hereof), and a futures
commission merchant, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or
of any
<PAGE> 10
contract market or commodities exchange or similar
organization, regarding futures margin account deposits or
payments in connection with futures transactions by the
Fund;
14) For any other proper corporate purpose, but only upon
receipt of, in addition to proper instructions, a
certified copy of a vote of the Board specifying the
securities to be delivered, setting forth the purpose for
which such delivery is to be made, declaring such purpose
to be proper corporate purpose, and naming the person or
persons to whom delivery of such securities shall be made.
C. Registration of Securities Securities held by the Custodian
(other than bearer securities) for the account of the Fund shall
be registered in the name of the Fund or in the name of any
nominee of the Fund or of any nominee of the Custodian, or in the
name or nominee name of any agent appointed pursuant to Paragraph
K hereof, or in the name or nominee name of any subcustodian
employed pursuant to Section 2 hereof, or in the name or nominee
name of The Depository Trust Company or Participants Trust Company
or Approved Clearing Agency or Federal Book-Entry System or
Approved Book-Entry System for Commercial Paper; provided, that
securities are held in an account of the Custodian or of such
agent or of such subcustodian containing only assets of the Fund
or only assets held by the Custodian or such agent or such
subcustodian as a custodian or subcustodian or in a fiduciary
capacity for customers. All certificates for securities accepted
by the Custodian or any such agent or subcustodian on behalf of
the Fund shall be in "street" or other good delivery form or shall
be returned to the selling broker or dealer who shall be advised
of the reason thereof.
D. Bank Accounts The Custodian shall open and maintain a separate
bank account or accounts in the name of the Fund, subject only to
draft or order by the Custodian acting in pursuant to the terms of
this Agreement, and shall hold in such account or accounts,
subject to the provisions hereof, all cash received by it from or
for the account of the Fund other than cash maintained by the Fund
in a bank account established and used in accordance with Rule
17f-3 under the Investment Company Act of 1940. Funds held by the
Custodian for the Fund may be deposited by it to its credit as
Custodian in the Banking Department of the Custodian or in such
other banks or trust companies as the Custodian may in its
discretion deem necessary or desirable; provided, however, that
every such bank or trust company shall be qualified to act as a
custodian under the Investment Company Act of 1940 and that each
such bank or trust company and the funds to be deposited with each
such bank or trust company shall be approved in writing by two
officers of the Fund. Such funds shall be deposited by the
Custodian in its capacity as Custodian and shall be subject to
withdrawal only by the Custodian in that capacity.
<PAGE> 11
E. Payment for Shares of the Fund The Custodian shall make
appropriate arrangements with the Transfer Agent and the principal
underwriter of the Fund to enable the Custodian to make certain it
promptly receives the cash or other consideration due to the Fund
for such new or treasury Shares as may be issued or sold from time
to time by the Fund, in accordance with the governing documents
and offering prospectus and statement of additional information of
the Fund. The Custodian will provide prompt notification to the
Fund of any receipt by it of payments for Shares of the Fund.
F. Investment and Availability of Federal Funds Upon agreement
between the Fund and the Custodian, the Custodian shall, upon the
receipt of proper instructions, which may be continuing
instructions when deemed appropriate by the parties, invest in
such securities and instruments as may be set forth in such
instructions on the same day as received all federal funds
received after a time agreed upon between the Custodian and the
Fund.
G. Collections The Custodian shall promptly collect all income and
other payments with respect to registered securities held
hereunder to which the Fund shall be entitled either by law or
pursuant to custom in the securities business, and shall promptly
collect all income and other payments with respect to bearer
securities if, on the date of payment by the issuer, such
securities are held by the Custodian or agent thereof and shall
credit such income, as collected, to the Fund's custodian account.
The Custodian shall do all things necessary and proper in connection with such
prompt collections and, without limiting the generality of the foregoing, the
Custodian shall
1) Present for payment all coupons and other income items
requiring presentations;
2) Present for payment all securities which may mature or be
called, redeemed, retired or otherwise become payable;
3) Endorse and deposit for collection, in the name of the
Fund, checks, drafts or other negotiable instruments;
4) Credit income from securities maintained in a Securities
System or in an Approved Book-Entry System for Commercial
Paper at the time funds become available to the Custodian;
in the case of securities maintained in The Depository
Trust Company funds shall be deemed available to the Fund
not later than the opening of business on the first
business day after receipt of such funds by the Custodian.
<PAGE> 12
The Custodian shall notify the Fund as soon as reasonably practicable whenever
income due on any security is not promptly collected. In any case in which the
Custodian does not receive any due and unpaid income after it has made demand
for the same, it shall immediately so notify the Fund in writing, enclosing
copies of any demand letter, any written response thereto, and memoranda of all
oral responses thereto and to telephonic demands, and await instructions from
the Fund; the Custodian shall in no case have any liability for any nonpayment
of such income provided the Custodian meets the standard of care set forth in
Section 8 hereof. The Custodian shall not be obligated to take legal action
for collection unless and until reasonably indemnified to its satisfaction.
The Custodian shall also receive and collect all stock dividends, rights and
other items of like nature, and deal with the same pursuant to proper
instructions relative thereto.
H. Payment of Fund Moneys Upon receipt of proper instructions, which
may be continuing instructions when deemed appropriate by the
parties, the Custodian shall pay out moneys of the Fund in the
following cases only:
1) Upon the purchase of securities, participation interests,
options, futures contracts, forward contracts and options
on futures contracts purchased for the account of the Fund
but only (a) against the receipt of
(i) such securities registered as provided in
Paragraph C hereof or in proper form for
transfer or
(ii) detailed instructions signed by an officer of the
Fund regarding the participation interests to be
purchased or
(iii) written confirmation of the purchase by the Fund
of the options, futures contracts, forward
contracts or options on futures contracts
by the Custodian (or by a subcustodian employed pursuant
to Section 2 hereof or by a clearing corporation of a
national securities exchange of which the Custodian is a
member or by any bank, banking institution or trust
company doing business in the United States or abroad
which is qualified under the Investment Company Act of
1940 to act as a custodian and which has been designated
by the Custodian as its agent for this purpose or by the
agent specifically designated in such instructions as
representing the purchasers of a new issue of privately
placed securities); (b) in the case of a purchase effected
through a Securities System, upon receipt of the
securities by the Securities System in accordance with the
conditions set forth in Paragraph L hereof; (c) in the
case of a purchase of commercial paper effected through an
Approved Book-Entry System for Commercial Paper, upon
<PAGE> 13
receipt of the paper by the Custodian or subcustodian in
accordance with the conditions set forth in Paragraph M
hereof; (d) in the case of repurchase agreements entered
into between the Fund and another bank or a broker-
dealer, against receipt by the Custodian of the securities
underlying the repurchase agreement either in certificate
form or through an entry crediting the Custodian's
segregated, non-proprietary account at the Federal Reserve
Bank of Boston with such securities along with written
evidence of the agreement by the bank or broker-dealer to
repurchase such securities from the Fund; or (e) with
respect to securities purchased outside of the United
States, in accordance with written procedures agreed to
from time to time in writing by the parties hereto;
2) When required in connection with the conversion, exchange
or surrender of securities owned by the Fund as set forth
in Paragraph B hereof;
3) When required for the redemption or repurchase of Shares
of the Fund in accordance with the provisions of Paragraph
J hereof;
4) For the payment of any expense or liability incurred by
the Fund, including but not limited to the following
payments for the account of the Fund: advisory fees,
distribution plan payments, interest, taxes, management
compensation and expenses, accounting, transfer agent and
legal fees, and other operating expenses of the Fund
whether or not such expenses are to be in whole or part
capitalized or treated as deferred expenses;
5) For the payment of any dividends or other distributions to
holders of Shares declared or authorized by the Board; and
6) For any other proper corporate purpose, but only upon
receipt of, in addition to proper instructions, a
certified copy of a vote of the Board, specifying the
amount of such payment, setting forth the purpose for
which such payment is to be made, declaring such purpose
to be a proper corporate purpose, and naming the person or
persons to whom such payment is to be made.
I. Liability for Payment in Advance of Receipt of Securities
Purchased In any and every case where payment for purchase of
securities for the account of the Fund is made by the Custodian in
advance of receipt of the securities purchased in the absence of
specific written instructions signed by two officers of the Fund
to so pay in advance, the Custodian shall be absolutely liable to
the Fund for such securities to the same extent as if the
securities had been received by the Custodian; except that in the
case of a repurchase agreement
<PAGE> 14
entered into by the Fund with a bank which is a member of the
Federal Reserve System, the Custodian may transfer funds to the
account of such bank prior to the receipt of (i) the securities in
certificate form subject to such repurchase agreement or (ii)
written evidence that the securities subject to such repurchase
agreement have been transferred by book-entry into a segregated
non-proprietary account of the Custodian maintained with the
Federal Reserve Bank of Boston or (iii) the safekeeping receipt,
provided that such securities have in fact been so transferred by
book-entry and the written repurchase agreement is received by the
Custodian in due course; and except that if the securities are to
be purchased outside the United States, payment may be made in
accordance with procedures agreed to from time to time by the
parties hereto.
J. Payments for Repurchases or Redemptions of Shares of the Fund
From such funds as may be available for the purpose, but subject
to any applicable votes of the Board and the current redemption
and repurchase procedures of the Fund, the Custodian shall, upon
receipt of written instructions from the Fund or from the Fund's
transfer agent or from the principal underwriter, make funds
and/or portfolio securities available for payment to holders of
Shares who have caused their Shares to be redeemed or repurchased
by the Fund or for the Fund's account by its transfer agent or
principal underwriter.
The Custodian may maintain a special checking account upon which
special checks may be drawn by shareholders of the Fund holding
Shares for which certificates have not been issued. Such checking
account and such special checks shall be subject to such rules and
regulations as the Custodian and the Fund may from time to time
adopt. The Custodian or the Fund may suspend or terminate use of
such checking account or such special checks (either generally or
for one or more shareholders) at any time. The Custodian and the
Fund shall notify the other immediately of any such suspension or
termination.
K. Appointment of Agents by the Custodian The Custodian may at any
time or times in its discretion appoint (and may at any time
remove) any other bank or trust company (provided such bank or
trust company is itself qualified under the Investment Company Act
of 1940 to act as a custodian or is itself an eligible foreign
custodian within the meaning of Rule 17f-5 under said Act) as the
agent of the Custodian to carry out such of the duties and
functions of the Custodian described in this Section 3 as the
Custodian may from time to time direct; provided, however, that
the appointment of any such agent shall not relieve the Custodian
of any of its responsibilities or liabilities hereunder, and as
between the Fund and the Custodian the Custodian shall be fully
responsible for the acts and omissions of any such agent. For the
purposes of this Agreement, any property of the Fund held by any
such agent shall be deemed to be held by the Custodian hereunder.
<PAGE> 15
L. Deposit of Fund Portfolio Securities in Securities Systems The
Custodian may deposit and/or maintain securities owned by the Fund
(1) in The Depository Trust Company;
(2) in Participants Trust Company;
(3) in any other Approved Clearing Agency;
(4) in the Federal Book-Entry System; or
(5) in an Approved Foreign Securities Depository
in each case only in accordance with applicable Federal Reserve
Board and Securities and Exchange Commission rules and
regulations, and at all times subject to the following
provisions:
(a) The Custodian may (either directly or through one or more
subcustodians employed pursuant to Section 2) keep securities of
the Fund in a Securities System provided that such securities are
maintained in a non-proprietary account ("Account") of the
Custodian or such subcustodian in the Securities System which
shall not include any assets of the Custodian or such subcustodian
or any other person other than assets held by the Custodian or
such subcustodian as a fiduciary, custodian, or otherwise for its
customers.
(b) The records of the Custodian with respect to securities of the
Fund which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund, and the
Custodian shall be fully and completely responsible for
maintaining a recordkeeping system capable of accurately and
currently stating the Fund's holdings maintained in each such
Securities System.
(c) The Custodian shall pay for securities purchased in book-entry
form for the account of the Fund only upon (i) receipt of notice
or advice from the Securities System that such securities have
been transferred to the Account, and (ii) the making of any entry
on the records of the Custodian to reflect such payment and
transfer for the account of the Fund. The Custodian shall
transfer securities sold for the account of the Fund only upon (i)
receipt of notice or advice from the Securities System that
payment for such securities has been transferred to the Account,
and (ii) the making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of the Fund.
Copies of all notices or advises from the Securities System of
transfers of securities for the account of the Fund shall identify
the Fund, be maintained for the Fund by the Custodian and be
promptly provided to the Fund at its request.
<PAGE> 16
The Custodian shall promptly send to the Fund confirmation of each
transfer to or from the account of the Fund in the form of a
written advice or notice of each such transaction, and shall
furnish to the Fund copies of daily transaction sheets reflecting
each day's transactions in the Securities System for the account
of the Fund on the next busines day.
(d) The Custodian shall promptly send to the Fund any report or other
communication received or obtained by the Custodian relating to
the Securities System's accounting system, system of internal
accounting controls or procedures for safeguarding securities
deposited in the Securities System; the Custodian shall promptly
send to the Fund any report or other communication relating to the
Custodian's internal accounting controls and procedures for
safeguarding securities deposited in any Securities System; and
the Custodian shall ensure that any agent appointed pursuant to
Paragraph K hereof or any subcustodian employed pursuant to
Section 2 hereof shall promptly send to the Fund and to the
Custodian any report or other communication relating to such
agent's or subcustodian's internal accounting controls and
procedures for safeguarding securities deposited in any Securities
System. The Custodian's books and records relating to the Fund's
participation in each Securities System will at all times during
regular business hours be open to the inspection of the Fund's
authorized officers, employees or agents.
(e) The Custodian shall not act under this Paragraph L in the absence
of receipt of a certificate of an officer of the Fund that the
Board has approved the use of a particular Securities System; the
Custodian shall also obtain appropriate assurance from the
officers of the Fund that the Board has annually reviewed and
approved the continued use by the Fund of each Securities System,
so long as such review and approval is required by Rule 17f-4
under the Investment Company Act of 1940, and the Fund shall
promptly notify the Custodian if the use of a Securities System is
to be discontinued; at the request of the Fund, the Custodian will
terminate the use of any such Securities System as promptly as
practicable.
(f) Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to the Fund for any loss or damage to
the Fund resulting from use of the Securities System by reason of
any negligence, misfeasance or misconduct of the Custodian or any
of its agents or subcustodians or of any of its or their employees
or from any failure of the Custodian or any such agent or
subcustodian to enforce effectively such rights as it may have
against the Securities System or any other person; at the election
of the Fund, it shall be entitled to be
<PAGE> 17
subrogated to the rights of the Custodian with respect to any
claim against the Securities System or any other person which the
Custodian may have as a consequence of any such loss or damage if
and to the extent that the Fund has not been made whole for any
such loss or damage.
M. Deposit of Fund Commercial Paper in an Approved Book-Entry System for
Commercial Paper Upon receipt of proper instructions with respect to
each issue of direct issue commercial paper purchased by the Fund, the
Custodian may deposit and/or maintain direct issue commercial paper
owned by the Fund in any Approved Book-Entry System for Commercial
Paper, in each case only in accordance with applicable Securities and
Exchange Commission rules, regulations, and no-action correspondence,
and at all times subject to the following provisions:
(a) The Custodian may (either directly or through one or more
subcustodians employed pursuant to Section 2) keep
commercial paper of the Fund in an Approved Book-Entry
System for Commercial Paper, provided that such paper is
issued in book entry form by the Custodian or subcustodian
on behalf of an issuer with which the Custodian or
subcustodian has entered into a book-entry agreement and
provided further that such paper is maintained in a
non-proprietary account ("Account") of the Custodian or
such subcustodian in an Approved Book-Entry System for
Commercial Paper which shall not include any assets of the
Custodian or such subcustodian or any other person other
than assets held by the Custodian or such subcustodian as
a fiduciary, custodian, or otherwise for its customers.
(b) The records of the Custodian with respect to commercial
paper of the Fund which is maintained in an Approved
Book-Entry System for Commercial Paper shall identify by
book-entry each specific issue of commercial paper
purchased by the Fund which is included in the System and
shall at all times during regular business hours be open
for inspection by authorized officers, employees or agents
of the Fund. The Custodian shall be fully and completely
responsible for maintaining a recordkeeping system capable
of accurately and currently stating the Fund's holdings of
commercial paper maintained in each such System.
(c) The Custodian shall pay for commercial paper purchased in
book-entry form for the account of the Fund only upon
contemporaneous (i) receipt of notice or advice from the
issuer that such paper has been issued, sold and
transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such
purchase, payment and transfer for the account of the
Fund. The Custodian shall transfer such commercial
<PAGE> 18
paper which is sold or cancel such commercial paper which
is redeemed for the account of the Fund only upon
contemporaneous (i) receipt of notice or advice that
payment for such paper has been transferred to the
Account, and (ii) the making of an entry on the records of
the Custodian to reflect such transfer or redemption and
payment for the account of the Fund. Copies of all
notices, advises and confirmations of transfers of
commercial paper for the account of the Fund shall
identify the Fund, be maintained for the Fund by the
Custodian and be promptly provided to the Fund at its
request. The Custodian shall promptly send to the Fund
confirmation of each transfer to or from the account of
the Fund in the form of a written advice or notice of each
such transaction, and shall furnish to the Fund copies of
daily transaction sheets reflecting each day's
transactions in the System for the account of the Fund on
the next business day.
(d) The Custodian shall promptly send to the Fund any report
or other communication received or obtained by the
Custodian relating to each System's accounting system,
system of internal accounting controls or procedures for
safeguarding commercial paper deposited in the System; the
Custodian shall promptly send to the Fund any report or
other communication relating to the Custodian's internal
accounting controls and procedures for safeguarding
commercial paper deposited in any Approved Book-Entry
System for Commercial Paper; and the Custodian shall
ensure that any agent appointed pursuant to Paragraph K
hereof or any subcustodian employed pursuant to Section 2
hereof shall promptly send to the Fund and to the
Custodian any report or other communication relating to
such agent's or subcustodian's internal accounting
controls and procedures for safeguarding securities
deposited in any Approved Book-Entry System for Commercial
Paper.
(e) The Custodian shall not act under this Paragraph M in the
absence of receipt of a certificate of an officer of the
Fund that the Board has approved the use of a particular
Approved Book-Entry System for Commercial Paper; the
Custodian shall also obtain appropriate assurance from the
officers of the Fund that the Board has annually reviewed
and approved the continued use by the Fund of each
Approved Book-Entry System for Commercial Paper, so long
as such review and approval is required by Rule 17f-4
under the Investment Company Act of 1940, and the Fund
shall promptly notify the Custodian if the use of an
Approved Book-Entry System for Commercial Paper is to
be discontinued; at the request of the Fund, the Custodian
will terminate the use of any such System as promptly as
practicable.
<PAGE> 19
(f) The Custodian (or subcustodian, if the Approved Book-Entry
System for Commercial Paper is maintained by the
subcustodian) shall issue physical commercial paper or
promissory notes whenever requested to do so by the Fund
or in the event of an electronic system failure which
impedes issuance, transfer or custody of direct issue
commercial paper by book-entry.
(g) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to the Fund
for any loss or damage to the Fund resulting from use of
any Approved Book-Entry System for Commercial Paper by
reason of any negligence, misfeasance or misconduct of the
Custodian or any of its agents or subcustodians or of any
of its or their employees or from any failure of the
Custodian or any such agent or subcustodian to enforce
effectively such rights as it may have against the System,
the issuer of the commercial paper or any other person; at
the election of the Fund, it shall be entitled to be
subrogated to the rights of the Custodian with respect to
any claim against the System, the issuer of the commercial
paper or any other person which the Custodian may have as
a consequence of any such loss or damage if and to the
extent that the Fund has not been made whole for any such
loss or damage.
N. Segregated Account The Custodian shall upon receipt of proper
instructions establish and maintain a segregated account or
accounts for and on behalf of the Fund, into which account or
accounts may be transferred cash and/or securities, including
securities maintained in an account by the Custodian pursuant to
Paragraph L hereof, (i) in accordance with the provisions of any
agreement among the Fund, the Custodian and any registered
broker-dealer (or any futures commission merchant), relating to
compliance with the rules of the Options Clearing Corporation and
of any registered national securities exchange (or of the
Commodity Futures Trading Commission or of any contract market or
commodities exchange), or of any similar organization or
organizations, regarding escrow or deposit or other arrangements
in connection with transactions by the Fund (ii) for purposes
of segregating cash or U.S. Government securities in connection
with options purchased, sold or written by the Fund or futures
contracts or options thereon purchased or sold by the Fund,
(iii) for the purposes of compliance by the Fund with
the procedures required by Investment Company Act Release No.
10666, or any subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of segregated
accounts by registered investment companies and (iv) for other
proper purposes, but only, in the case of clause (iv), upon
receipt of, in addition to proper instructions, a certificate
signed by two officers of the Fund, setting forth the purpose such
segregated account and declaring such purpose to be a proper
purpose.
<PAGE> 20
O. Ownership Certificates for Tax Purposes The Custodian shall
execute ownership and other certificates and affidavits for all
federal and state tax purposes in connection with receipt of
income or other payments with respect to securities of the Fund
held by it and in connection with transfers of securities.
P. Proxies The Custodian shall, with respect to the securities held
by it hereunder, cause to be promptly delivered to the Fund all
forms of proxies and all notices of meetings and any other notices
or announcements or other written information affecting or
relating to the securities, and upon receipt of proper
instructions shall execute and deliver or cause its nominee to
execute and deliver such proxies or other authorizations as may be
required. Neither the Custodian nor its nominee shall vote upon
any of the securities or execute any proxy to vote thereon or give
any consent or take any other action with respect thereto (except
as otherwise herein provided) unless ordered to do so by proper
instructions.
Q. Communications Relating to Fund Portfolio Securities The
Custodian shall deliver promptly to the Fund all written
information (including, without limitation, pendency of call and
maturities of securities and participation interests and
expirations of rights in connection therewith and notices of
exercise of call and put options written by the Fund and the
maturity of futures contracts purchased or sold by the Fund)
received by the Custodian from issuers and other persons relating
to the securities and participation interests being held for the
Fund. With respect to tender or exchange offers, the Custodian
shall deliver promptly to the Fund all written information
received by the Custodian from issuers and other persons relating
to the securities and participation interests whose tender or
exchange is sought and from the party (or his agents) making the
tender or exchange offer.
R. Exercise of Rights; Tender Offers In the case of tender offers,
similar offers to purchase or exercise rights (including, without
limitation, pendency of calls and maturities of securities and
participation interests and expirations of rights in connection
therewith and notices of exercise of call and put options and the
maturity of futures contracts) affecting or relating to securities
and participation interests held by the Custodian under this
Agreement, the Custodian shall have responsibility for promptly
notifying the Fund of all such offers in accordance with the
standard of reasonable care set forth in Section 8 hereof. For
all such offers for which the Custodian is responsible as provided
in this Paragraph R, the Fund shall have responsibility for
providing the Custodian with all necessary instructions in timely
fashion. Upon receipt of proper instructions, the Custodian shall
timely deliver to the issuer or trustee thereof, or to the agent
of either, warrants, puts, calls, rights or similar
<PAGE> 21
securities for the purpose of being exercised or sold upon proper
receipt therefor and upon receipt of assurances satisfactory to
the Custodian that the new securities and cash, if any, acquired
by such action are to be delivered to the Custodian or any
subcustodian employed pursuant to Section 2 hereof. Upon receipt
of proper instructions, the Custodian shall timely deposit
securities upon invitations for tenders of securities upon proper
receipt therefor and upon receipt of assurances satisfactory to
the Custodian that the consideration to be paid or delivered or
the tendered securities are to be returned to the Custodian or
subcustodian employed pursuant to Section 2 hereof.
Notwithstanding any provision of this Agreement to the contrary,
the Custodian shall take all necessary action, unless otherwise
directed to the contrary by proper instructions, to comply with
the terms of all mandatory or compulsory exchanges, calls,
tenders, redemptions, or similar rights of security ownership, and
shall thereafter promptly notify the Fund in writing of such
action.
S. Depository Receipts The Custodian shall, upon receipt of proper
instructions, surrender or cause to be surrendered foreign
securities to the depository used by an issuer of American
Depository Receipts, European Depository Receipts or International
Depository Receipts (hereinafter collectively referred to as
"ADRs") for such securities,
against a written receipt therefor adequately describing such
securities and written evidence satisfactory to the Custodian that
the depository has acknowledged receipt of instructions to issue
with respect to such securities ADRs in the name of a nominee of
the Custodian or in the name or nominee name of any subcustodian
employed pursuant to Section 2 hereof, for delivery to the
Custodian or such subcustodian at such place as the Custodian or
such subcustodian may from time to time designate. The Custodian
shall, upon receipt of proper instructions, surrender ADRs to the
issuer thereof against a written receipt therefor adequately
describing the ADRs surrendered and written evidence satisfactory
to the Custodian that the issuer of the ADRs has acknowledged
receipt of instructions to cause its depository to deliver the
securities underlying such ADRs to the Custodian or to a
subcustodian employed pursuant to Section 2 hereof.
T. Interest Bearing Call or Time Deposits The Custodian shall, upon
receipt of proper instructions, place interest bearing fixed term
and call deposits with the banking department of such banking
institution (other than the Custodian) and in such amounts as the
Fund may designate. Deposits may be denominated in U.S. Dollars
or other currencies. The Custodian shall include in its records
with respect to the assets of the Fund appropriate notation as to
the amount and currency of each such deposit, the accepting
banking institution and other appropriate details and shall retain
such forms of advice or receipt evidencing the deposit, if any, as
may be forwarded to the Custodian by the banking
<PAGE> 22
institution. Such deposits shall be deemed portfolio securities
of the applicable Fund for the purposes of this Agreement, and the
Custodian shall be responsible for the collection of income from
such accounts and the transmission of cash to and from such
accounts.
U. Options, Futures Contracts and Foreign Currency Transactions
1. Options. The Custodians shall, upon receipt of proper
instructions and in accordance with the provisions of any
agreement between the Custodian, any registered
broker-dealer and, if necessary, the Fund, relating to
compliance with the rules of the Options Clearing
Corporation or of any registered national securities
exchange or similar organization or organizations, receive
and retain confirmations or other documents, if any,
evidencing the purchase or writing of an option on a
security, securities index, currency or other financial
instrument or index by the Fund; deposit and maintain in
a segregated account for each Fund separately, either
physically or by book-entry in a Securities System,
securities subject to a covered call option written by
the Fund; and release and/or transfer such securities or
other assets only in accordance with a notice or other
communication evidencing the expiration, termination or
exercise of such covered option furnished by the Options
Clearing Corporation, the securities or options exchange
on which such covered option is traded or such other
organization as may be responsible for handling such o
ptions transactions. The Custodian and the broker-dealer
shall be responsible for the sufficiency of assets held
in each Fund's segregated account in compliance with
applicable margin maintenance requirements.
2. Futures Contracts The Custodian shall, upon receipt of
proper instructions, receive and retain confirmations and
other documents, if any, evidencing the purchase or sale
of a futures contract or an option on a futures contract
by the Fund; deposit and maintain in a segregated account,
for the benefit of any futures commission merchant, assets
designated by the Fund as initial, maintenance or
variation "margin" deposits (including mark-to-market
payments) intended to secure the Fund's performance of its
obligations under any futures contracts purchased or sold
or any options on futures contracts written by Fund, in
accordance with the provisions of any agreement or
agreements among the Fund, the Custodian and such futures
commission merchant, designed to comply with the rules of
the Commodity Futures Trading Commission and/or of any
contract market or commodities exchange or similar
organization regarding such margin deposits or payments;
and release and/or transfer assets in such margin accounts
only in
<PAGE> 23
accordance with any such agreements or rules. The
Custodian and the futures commission merchant shall be
responsible for the sufficiency of assets held in the
segregated account in compliance with the applicable
margin maintenance and mark-to-market payment
requirements.
3. Foreign Exchange Transactions The Custodian shall,
pursuant to proper instructions, enter into or cause a
subcustodian to enter into foreign exchange contracts,
currency swaps or options to purchase and sell foreign
currencies for spot and future delivery on behalf and for
the account of the Fund. Such transactions may be
undertaken by the Custodian or subcustodian with such
banking or financial institutions or other currency
brokers, as set forth in proper instructions. Foreign
exchange contracts, swaps and options shall be deemed to
be portfolio securities of the Fund; and accordingly, the
responsibility of the Custodian therefor shall be the same
as and no greater than the Custodian's responsibility in
respect of other portfolio securities of the Fund. The
Custodian shall be responsible for the transmittal to and
receipt of cash from the currency broker or banking or
financial institution with which the contract or option is
made, the maintenance of proper records with respect to
the transaction and the maintenance of any segregated
account required in connection with the transaction. The
Custodian shall have no duty with respect to the selection
of the currency brokers or banking or financial
institutions with which the Fund deals or for their
failure to comply with the terms of any contract or
option. Without limiting the foregoing, it is agreed that
upon receipt of proper instructions and insofar as funds
are made available to the Custodian for the purpose, the
Custodian may (if determined necessary by the Custodian to
consummate a particular transaction on behalf and for the
account of the Fund) make free outgoing payments of cash
in the form of U.S. dollars or foreign currency before
receiving confirmation of a foreign exchange contract or
swap or confirmation that the countervalue currency
completing the foreign exchange contract or swap has been
delivered or received. The Custodian shall not be
responsible for any costs and interest charges which may
be incurred by the Fund or the Custodian as a result of
the failure or delay of third parties to deliver foreign
exchange; provided that the Custodian shall nevertheless
be held to the standard of care set forth in, and shall be
liable to the Fund in accordance with, the provisions of
Section 8.
V. Actions Permitted Without Express Authority The Custodian may in its
discretion, without express authority from the Fund:
<PAGE> 24
1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
duties under this Agreement, provided, that all such
payments shall be accounted for by the Custodian to the
Treasurer of the Fund;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Fund, checks,
drafts and other negotiable instruments; and
4) in general, attend to all nondiscretionary details in
connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the securities
and property of the Fund except as otherwise directed by
the Fund.
4. Duties of Bank with Respect to Books of Account and Calculations of Net
Asset Value
The Bank shall as Agent (or as Custodian, as the case may be) keep such books
of account and render as at the close of business on each day a detailed
statement of the amounts received or paid out and of securities received or
delivered for the account of the Fund during said day and such other
statements, including a daily trial balance and inventory of the Fund's
portfolio securities; and shall furnish such other financial information and
data as from time to time requested by the Treasurer or any authorized officer
of the Fund; and shall compute and determine, as of the close of regular
trading on the New York Stock Exchange, or at such other time or times as the
Board may determine, the net asset value of a Share in the Fund, such
computation and determination to be made in accordance with the governing
documents of the Fund and the votes and instructions of the Board at the time
in force and applicable, and promptly notify the Fund and its investment
adviser and such other persons as the Fund may request of the result of such
computation and determination. In computing the net asset value the Custodian
may rely upon security quotations received by telephone or otherwise from
sources or pricing services designated by the Fund by proper instructions, and
may further rely upon information furnished to it by any authorized officer of
the Fund relative (a) to liabilities of the Fund not appearing on its books of
account, (b) to the existence, status and proper treatment of any reserve or
reserves, (c) to any procedures established by the Board regarding the
valuation of portfolio securities, and (d) to the value to be assigned to any
bond, note, debenture, Treasury bill, repurchase agreement, subscription right,
security, participation interest or other asset or property for which market
quotations are not readily available.
5. Records and Miscellaneous Duties
The Bank shall create, maintain and preserve all records relating to its
activities and obligations under this Agreement in such manner as will meet the
obligations of the Fund
<PAGE> 25
under the Investment Company Act of 1940, with particular attention to Section
31 thereof and Rules 31a-1 and 31a-2 thereunder, applicable federal and state
tax laws and any other law or administrative rules or procedures which may be
applicable to the Fund. All books of account and records maintained by the
Bank in connection with the performance of its duties under this Agreement
shall be the property of the Fund, shall at all times during the regular
business hours of the Bank be open for inspection by authorized officers,
employees or agents of the Fund, and in the event of termination of this
Agreement shall be delivered to the Fund or to such other person or persons as
shall be designated by the Fund. Disposition of any account or record after
any required period of preservation shall be only in accordance with specific
instructions received from the Fund. The Bank shall assist generally in the
preparation of reports to shareholders, audits of accounts, and other
ministerial matters of like nature; and, upon request, shall furnish the Fund's
auditors with an attested inventory of securities held with appropriate
information as to securities in transit or in the process of purchase or sale
and with such other information as said auditors may from time to time request.
The Custodian shall also maintain records of all receipts, deliveries and
locations of such securities, together with a current inventory thereof, and
shall conduct periodic verifications (including sampling counts at the
Custodian) of certificates representing bonds and other securities for which it
is responsible under this Agreement in such manner as the Custodian shall
determine from time to time to be advisable in order to verify the accuracy of
such inventory. The Bank shall not disclose or use any books or records it has
prepared or maintained by reason of this Agreement in any manner except as
expressly authorized herein or directed by the Fund, and the Bank shall keep
confidential any information obtained by reason of this Agreement.
6. Opinion of Fund's Independent Public Accountants
The Custodian shall take all reasonable action, as the Fund may from time to
time request, to enable the Fund to obtain from year to year favorable opinions
from the Fund's independent public accountants with respect to its activities
hereunder in connection with the preparation of the Fund's registration
statement and Form N-SAR or other periodic reports to the Securities and
Exchange Commission and with respect to any other requirements of such
Commission.
7. Compensation and Expenses of Bank
The Bank shall be entitled to reasonable compensation for its services as
Custodian and Agent, as agreed upon from time to time between the Fund and the
Bank. The Bank shall entitled to receive from the Fund on demand reimbursement
for its cash disbursements, expenses and charges, including counsel fees, in
connection with its duties as Custodian and Agent hereunder, but excluding
salaries and usual overhead expenses.
<PAGE> 26
8. Responsibility of Bank
So long as and to the extent that it is in the exercise of reasonable care, the
Bank as Custodian and Agent shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably believed by it to
be genuine and to be signed by the proper party or parties.
The Bank as Custodian and Agent shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Fund) on all matters, and shall
be without liability for any action reasonably taken or omitted pursuant to
such advice.
The Bank as Custodian and Agent shall be held to the exercise of reasonable
care in carrying out the provisions of this Agreement but shall be liable only
for its own negligent or bad faith acts or failures to act. Notwithstanding
the foregoing, nothing contained in this paragraph is intended to nor shall it
be construed to modify the standards of care and responsibility set forth in
Section 2 hereof with respect to subcustodians and in subparagraph f of
Paragraph L of Section 3 hereof with respect to Securities Systems and in
subparagraph g of Paragraph M of Section 3 hereof with respect to an Approved
Book-Entry System for Commercial Paper.
The Custodian shall be liable for the acts or omissions of a foreign banking
institution to the same extent as set forth with respect to subcustodians
generally in Section 2 hereof, provided that, regardless of whether assets are
maintained in the custody of a foreign banking institution, a foreign
securities depository or a branch of a U.S. bank, the Custodian shall not be
liable for any loss, damage, cost, expense, liability or claim resulting from,
or caused by, the direction of or authorization by the Fund to maintain custody
of any securities or cash of the Fund in a foreign county including, but not
limited to, losses resulting from nationalization, expropriation, currency
restrictions, acts of war, civil war or terrorism, insurrection, revolution,
military or usurped powers, nuclear fission, fusion or radiation, earthquake,
storm or other disturbance of nature or acts of God.
If the Fund requires the Bank in any capacity to take any action with respect
to securities, which action involves the payment of money or which action may,
in the opinion of the Bank, result in the Bank or its nominee assigned to the
Fund being liable for the payment of money or incurring liability of some other
form, the Fund, as a prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
9. Persons Having Access to Assets of the Fund
(i) No trustee, director, general partner, officer, employee
or agent of the Fund shall have physical access to the
assets of the Fund held by the Custodian or be authorized
or permitted to withdraw any investments of the Fund, nor
shall the Custodian deliver any assets of the Fund to any
such person. No officer or director, employee or agent of
the Custodian who holds any similar position with the Fund
or the
<PAGE> 27
investment adviser of the Fund shall have access to the
assets of the Fund.
(ii) Access to assets of the Fund held hereunder shall only be
available to duly authorized officers, employees,
representatives or agents of the Custodian or other
persons or entities for whose actions the Custodian shall
be responsible to the extent permitted hereunder, or to
the Fund's independent public accountants in connection
with their auditing duties performed on behalf of the
Fund.
(iii) Nothing in this Section 9 shall prohibit any officer,
employee or agent of the Fund or of the investment adviser
of the Fund from giving instructions to the Custodian or
executing a certificate so long as it does not result in
delivery of or access to assets of the Fund prohibited by
paragraph (i) of this Section 9.
10. Effective Period, Termination and Amendment; Successor Custodian
This Agreement shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
either party by an instrument in writing delivered or mailed, postage prepaid
to the other party, such termination to take effect not sooner than sixty (60)
days after the date of such delivery or mailing; provided, that the Fund may at
any time by action of its Board, (i) substitute another bank or trust company
for the Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Custodian by the Federal Deposit Insurance
Corporation or by the Banking Commissioner of The Commonwealth of Massachusetts
or upon the happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction. Upon termination of the
Agreement, the Fund shall pay to the Custodian such compensation as may be due
as of the date of such termination and shall likewise reimburse the Custodian
for its costs, expenses and disbursements.
Unless the holders of a majority of the outstanding Shares of the Fund vote to
have the securities, funds and other properties held hereunder delivered and
paid over to some other bank or trust company, specified in the vote, having
not less than $2,000,000 of aggregate capital, surplus and undivided profits,
as shown by its last published report, and meeting such other qualifications
for custodians set forth in the Investment Company Act of 1940, the Board
shall, forthwith, upon giving or receiving notice of termination of this
Agreement, appoint as successor custodian, a bank or trust company having such
qualifications. The Bank, as Custodian, Agent or otherwise, shall, upon
termination of the Agreement, deliver to such successor custodian, all
securities then held hereunder and all funds or other properties of the Fund
deposited with or held by the Bank hereunder and all books of account and
records kept by the Bank pursuant to this Agreement, and all documents held by
the Bank relative thereto. In the event that no such vote has been
<PAGE> 28
adopted by the shareholders and that no written order designating a successor
custodian shall have been delivered to the Bank on or before the date when such
termination shall become effective, then the Bank shall not deliver the
securities, funds and other properties of the Fund to the Fund but shall have
the right to deliver to a bank or trust company doing business in Boston,
Massachusetts of its own selection, having an aggregate capital, surplus and
undivided profits, as shown by its last published report, of not less than
$2,000,000, all funds, securities and properties of the Fund held by or
deposited with the Bank, and all books of account and records kept by the Bank
pursuant to this Agreement, and all documents held by the Bank relative
thereto. Thereafter such bank or trust company shall be the successor of the
Custodian under this Agreement.
11. Interpretive and Additional Provisions
In connection with the operation of this Agreement, the Custodian and the Fund
may from time to time agree on such provisions interpretive of or in addition
to the provisions of this Agreement as may in their joint opinion be consistent
with the general tenor of this Agreement. Any such interpretive or additional
provisions shall be in a writing signed by both parties and shall be annexed
hereto, provided that no such interpretive or additional provisions shall
contravene any applicable federal or state regulations or any provision of the
governing instruments of the Fund. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment
of this Agreement.
12. Certification as to Authorized Officers
The Secretary of the Fund shall at all times maintain on file with the Bank his
certification to the Bank, in such form as may be acceptable to the Bank, of
the names and signatures of the authorized officers of each fund, it being
understood that upon the occurence of any change in the information set forth
in the most recent certification on file (including without limitation any
person named in the most recent certification who has ceased to hold the office
designated therein), the Secretary of the Fund shall sign a new or amended
certification setting forth the change and the new, additional or ommitted
names or signatures. The Bank shall be entitled to rely and act upon any
officers named in the most recent certification.
13. Notices
Notices and other writings delivered or mailed postage prepaid to the Fund
addressed to Thomas H. Drohan, John Hancock Advisers, Inc., 101 Huntington
Avenue, Boston, Massachusetts 02199, or to such other address as the Fund may
have designated to the Bank, in writing, or to Investors Bank & Trust Company,
24 Federal Street, Boston, Massachusetts 02110, shall be deemed to have been
properly delivered or given hereunder to the respective addressees.
<PAGE> 29
14. Massachusetts Law to Apply; Limitations on Liability
This Agreement shall be construed and the provisions thereof interpreted under
and in accordance with the laws of The Commonwealth of Massachusetts.
If the Fund is a Massachusetts business trust, the Custodian expressly
acknowledges the provision in the Fund's declaration of trust limiting the
personal liability of the trustees and shareholders of the Fund; and the
Custodian agrees that it shall have recourse only to the assets of the Fund for
the payment of claims or obligations as between the Custodian and the Fund
arising out of this Agreement, and the Custodian shall not seek satisfaction of
any such claim or obligation from the trustees or shareholders of the Fund.
Each Fund, and each series or portfolio of a Fund, shall be liable only for its
own obligations to the Custodian under this Agreement and shall not be jointly
or severally liable for the obligations of any other Fund, series or portfolio
hereunder.
<PAGE> 30
15. Adoption of the Agreement by the Fund
The Fund represents that its Board has approved this Agreement and has duly
authorized the Fund to adopt this Agreement. This Agreement shall be deemed to
supersede and terminate, as of the date first written above, all prior
agreements between the Fund and the Bank relating to the custody of the Fund's
assets.
* * * *
<PAGE> 31
In Witness Whereof, the parties hereto have caused this agreement to be
executed in duplicate as of the date first written above by their respective
officers thereunto duly authorized.
John Hancock Mutual Funds
by: /s/ Robert G. Freedman
---------------------------
Attest:
/s/Avery P. Maher
- -------------------
Investors Bank & Trust Company
by: /s/ Henry M. Joyce
---------------------------
Attest:
/s/ JM Keenan
- -------------------
<PAGE> 32
Page 1 of 2
INVESTORS BANK & TRUST COMPANY
APPENDIX A
[EFFECTIVE JANUARY 30, 1995]
John Hancock Limited Term Government Fund
John Hancock Capital Series
John Hancock Special Value Fund
John Hancock Growth Fund
John Hancock Income Securities Trust
John Hancock Investors Trust
John Hancock Sovereign Bond Fund
John Hancock Sovereign Investors Fund, Inc.
John Hancock Sovereign Investors Fund
John Hancock Sovereign Balanced Fund
John Hancock Special Equities Fund
John Hancock Strategic Series
John Hancock Independence Diversified Core Equity Fund
John Hancock Strategic Income Fund
John Hancock Utilities Fund
John Hancock Tax-Exempt Income Fund
John Hancock Tax-Exempt Series Fund
California Portfolio
Massachusetts Portfolio
New York Portfolio
John Hancock Technology Series, Inc.
John Hancock National Aviation & Technology Fund
John Hancock Global Technology Fund
Freedom Investment Trust
John Hancock Gold & Government Fund
John Hancock Regional Bank Fund
John Hancock Sovereign U.S. Government Income Fund
John Hancock Managed Tax-Exempt Fund
John Hancock Sovereign Achievers Fund
Freedom Investment Trust II
John Hancock Special Opportunities Fund
Freedom Investment Trust III
John Hancock Discovery Fund
<PAGE> 33
Page 2 of 2
INVESTORS BANK & TRUST COMPANY
APPENDIX A
[EFFECTIVE JANUARY 30, 1995]
John Hancock Series, Inc.
John Hancock Emerging Growth Fund
John Hancock Global Resources Fund
John Hancock Government Income Fund
John Hancock High Yield Bond Fund
John Hancock High Yield Tax-Free Fund
John Hancock Money Market Fund B
John Hancock Cash Reserve, Inc.
John Hancock Current Interest
John Hancock U.S. Government Cash Reserve
John Hancock Capital Growth Fund
John Hancock Investment Trust
John Hancock Growth and Income Fund
John Hancock California Tax-Free Income Fund
John Hancock Tax-Free Bond Fund
John Hancock Bond Fund
John Hancock Investment Quality Bond Fund
John Hancock Government Securities Trust
John Hancock U.S. Government Trust
John Hancock Adjustable U.S. Government Trust
John Hancock Adjustable U.S. Government Fund
John Hancock Intermediate Government Trust
John Hancock Institutional Series Trust
John Hancock Berkeley Dividend Performers Fund
John Hancock Berkeley Bond Fund
John Hancock Berkeley Fundamental Value Fund
John Hancock Berkeley Sector Opportunity Fund
John Hancock Independence Diversified Core Equity Fund II
John Hancock Independence Value Fund
John Hancock Independence Growth Fund
John Hancock Independence Medium Capitalization Fund
John Hancock Independence Balanced Fund
<PAGE> 1
Exhibit 99.9A
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 15th day of May, 1995 by and between JOHN
HANCOCK BOND FUND, JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND, JOHN HANCOCK
CAPITAL GROWTH FUND, JOHN HANCOCK CASH RESERVE, INC., JOHN HANCOCK CURRENT
INTEREST, JOHN HANCOCK INVESTMENT TRUST, JOHN HANCOCK SERIES, INC., JOHN
HANCOCK TAX-FREE BOND FUND (each a "Fund") and JOHN HANCOCK INVESTOR SERVICES
CORPORATION ("INVESTOR SERVICES"), each having their principal office and place
of business at 101 Huntington Avenue, Boston, Massachusetts 02199.
WITNESSETH:
WHEREAS, the Fund desires to appoint INVESTOR SERVICES as its transfer
agent, dividend disbursing agent and agent in connection with certain other
activities, and INVESTOR SERVICES desires to accept such appointment;
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Article 1 Terms of Appointment: Duties of INVESTOR SERVICES
1.01 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby, employs and appoints INVESTOR SERVICES to act as,
and INVESTOR SERVICES agrees to act as transfer agent for the Fund's authorized
and issued shares of beneficial interest or common stock, as the case may be
("Shares"), with any accumulation, open-account or similar plans provided to
the shareholders of the Fund ("Shareholders") and set out in the currently
effective prospectus of the Fund, including without limitation any periodic
investment plan or periodic withdrawal program.
1.02 INVESTOR SERVICES agrees that it will perform the following
services:
(a) In accordance with procedures established from time to time by
agreement between the Fund and INVESTOR SERVICES, INVESTOR SERVICES shall:
(i) Receive for acceptance orders for the purchase of
Shares, and promptly deliver payment and appropriate documentation therefor to
the custodian of the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the appropriate Shareholder account;
(iii) Receive for acceptance, redemption requests and
redemption directions and deliver the appropriate documentation therefor to the
Custodian;
1
<PAGE> 2
(iv) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to any redemption, pay over or
cause to be paid over in the appropriate manner such monies as instructed by
the redeeming Shareholders;
(v) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and
distributions declared by the Fund;
(vii) Maintain records of account for and advise the Fund
and their Shareholders as to the foregoing; and
(viii) Record the issuance of Shares of the Fund and
maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares
of the Fund which are authorized, based upon data provided to it by the Fund,
and issued and outstanding. INVESTOR SERVICES shall also provide the Fund on a
regular basis with the total number of Shares which are authorized and issued
and outstanding and shall have no obligation, when recording the issuance of
Shares, to monitor the issuance of such Shares or to take cognizance of any
laws relating to the issue or sale of such Shares, which functions shall be the
sole responsibility of the Fund.
(b) In addition to and not in lieu of the services set forth in
the above paragraph (a), INVESTOR SERVICES shall: (i) perform all of the
customary services of a transfer agent, dividend disbursing agent and, as
relevant, agent in connection with accumulation, open-account or similar plans
(including without limitation any periodic investment plan or periodic
withdrawal program); including but not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing proxies, receiving and
tabulating proxies, mailing Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions by
federal authorities for all Shareholders, preparing and mailing confirmations
forms and statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for Shareholders, and
providing Shareholder account information and (ii) provide a system which will
enable the Funds to monitor the total number of Shares sold in each State.
(c) In addition, the Fund shall (i) identify to INVESTOR SERVICES
in writing those transactions and assets to be treated as exempt from the blue
sky reporting for each State and (ii) verify the establishment of transactions
for each State on the system prior to activation and thereafter monitor the
daily activity for each State. The responsibility of INVESTOR SERVICES for the
Fund's blue sky State registration status is solely limited to the initial
establishment of transactions subject to blue sky compliance by the Fund and
the reporting of such transactions to the Fund as provided above.
(d) Additionally, INVESTOR SERVICES shall:
(i) Utilize a system to identify all share transactions which
involve purchase and redemption orders that are processed at a time other than
the time of the computation of net asset
2
<PAGE> 3
value per share next computed after receipt of such orders, and shall compute
the net effect upon the Fund of such transactions so identified on a daily and
cumulative basis.
(ii) If upon any day the cumulative net effect of such transactions
upon a Fund is negative and exceed a dollar amount equivalent to 1/2 of 1 cent
per share, INVESTOR SERVICES shall promptly make a payment to the Fund in cash
or through the use of a credit, in the manner described in paragraph (iv)
below, in such amount as may be necessary to reduce the negative cumulative net
effect to less than 1/2 of 1 cent per share.
(iii) If on the last business day of any month the cumulative net
effect upon a Fund (adjusted by the amount of all prior payments and credits by
INVESTOR SERVICES and the Fund) is negative, the Fund shall be entitled to a
reduction in the fee next payable under the Agreement by an equivalent amount,
except as provided in paragraph (iv) below. If on the last business day in any
month the cumulative net effect upon a Fund (adjusted by the amount of all
prior payments and credits by INVESTOR SERVICES and the Fund) is positive,
INVESTOR SERVICES shall be entitled to recover certain past payments and
reductions in fees, and to credit against all future payments and fee
reductions that may be required under the Agreement as herein described in
paragraph (iv) below.
(iv) At the end of each month, any positive cumulative net effect
upon a Fund shall be deemed to be a credit to INVESTOR SERVICES which shall
first be applied to permit INVESTOR SERVICES to recover any prior cash payments
and fee reductions made by it to the Fund under paragraphs (ii) and (iii) above
during the calendar year, by increasing the amount of the monthly fee under the
Agreement next payable in an amount equal to prior payments and fee reductions
made by INVESTOR SERVICES during such calendar year, but not exceeding the sum
of that month's credit and credits arising in prior months during such calendar
year to the extent such prior credits have not previously been utilized as
contemplated by this paragraph. Any portion of a credit to INVESTOR SERVICES
not so used by it shall remain as a credit to be used as payment against the
amount of any future negative cumulative net effects that would otherwise
require a cash payment or fee reduction to be made to the Fund pursuant to
paragraphs (ii) or (iii) above (regardless of whether or not the credit or any
portion thereof arose in the same calendar year as that in which the negative
cumulative net effects or any portion thereof arose).
(v) INVESTOR SERVICES shall supply to the Funds from time to time,
as mutually agreed upon, reports summarizing the transactions identified
pursuant to paragraph (i) above, and the daily and cumulative net effects of
such transactions, and shall advise the Funds at the end of each month of the
net cumulative effect at such time. INVESTOR SERVICES shall promptly advise
the Funds if at any time the cumulative net effect exceeds a dollar amount
equivalent to 1/2 of 1 cent per share.
(vi) In the event that this Agreement is terminated for whatever
cause, the Funds shall promptly pay to INVESTOR SERVICES an amount in cash
equal to the amount by which the cumulative net effect upon the Funds is
positive or, if the cumulative net effect upon the Funds is negative, INVESTOR
SERVICES shall promptly pay to the Funds an amount in cash equal to the amount
of such cumulative net effect.
Procedures applicable to certain of these services may be established
from time to time by agreement between the Fund and INVESTOR SERVICES but the
failure of the Funds to establish
3
<PAGE> 4
such procedures with respect to any service shall not in any way diminish the
duty and obligation of INVESTOR SERVICES to perform such services hereunder.
Article 2 Fees and Expenses
2.01 For performance by INVESTOR SERVICES pursuant to this
Agreement, the Funds agree to pay INVESTOR SERVICES an annual maintenance fee
for each Shareholder account as set forth in the initial fee schedule attached
hereto. Such fees and out-of-pocket expenses and advances identified under
Section 2.02 below may be changed from time to time subject to mutual written
agreement between the Fund and INVESTOR SERVICES.
2.02 In addition to the fee paid under Section 2.01 above the Funds
agree to reimburse INVESTOR SERVICES for out-of- pocket expenses or advances
incurred by INVESTOR SERVICES for the items set out in the fee schedule
attached hereto. In addition, any other expenses incurred by INVESTOR SERVICES
at the request or with the consent of the Funds, will be reimbursed by the
Funds.
2.03 The Funds agree to pay all fees and reimbursable expenses
promptly following the mailing of the respective billing notice. Postage for
mailing of dividends, proxies, Fund reports and other mailings to all
shareholder accounts shall be advanced to INVESTOR SERVICES by the Funds at
least seven (7) days prior to the mailing date of such materials.
Article 3 Indemnification
3.01 INVESTOR SERVICES shall not be responsible for, and the Funds
shall indemnify and hold INVESTOR SERVICES harmless from and against, any and
all losses, damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to:
(a) All actions of INVESTOR SERVICES or its agent or
subcontractors required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith and without negligence or willful
misconduct.
(b) The Funds' refusal or failure to comply with the terms of this
Agreement, or which arise out of the Funds' lack of good faith, negligence or
willful misconduct or which arise out of the breach of any representation or
warranty of the Fund hereunder.
(c) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state unless such violation results from any action or omission by INVESTOR
SERVICES or any of its agents or sub-contractors which fails to comply with
written instructions of the Fund or any officer of the Fund that no offers or
sales be made in general or to the residents of a particular state.
3.02 INVESTOR SERVICES shall indemnify and hold the Fund harmless
from and against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of or attributed to any action
or failure or omission to act by INVESTOR SERVICES as a result of INVESTOR
SERVICES's lack of good faith, negligence or willful misconduct.
4
<PAGE> 5
3.03 At any time INVESTOR SERVICES may apply to any officer of the
Fund for instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by INVESTOR
SERVICES under this Agreement, and INVESTOR SERVICES and its agents or
subcontractors shall not be liable and shall be indemnified by the Fund for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. INVESTOR SERVICES, its agents and subcontractors shall
be protected and indemnified in acting upon any paper or document furnished by
or on behalf of the Fund, reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction, information,
data, records or documents provided INVESTOR SERVICES or its agents or
subcontractors by machine readable input, telex, CRT data entry or other
similar means authorized by the Fund, and shall not be held to have notice of
any change of authority of any person, until receipt of written notice thereof
from the Fund. INVESTOR SERVICES, its agents and subcontractors shall also be
protected and indemnified in recognizing share certificates which are
reasonably believed to bear the proper manual or facsimile signatures of the
officer of the Fund, and the proper countersignature of any former transfer
agent or registrar, or of a co-transfer agent or co- registrar.
3.04 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to
the other for any damages resulting from such failure to perform or otherwise
from such causes.
3.05 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for
any act or failure to act hereunder.
3.06 In order that the indemnification provisions contained in this
Article 4 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of such claim. The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party's prior written consent.
Article 4 Covenants of the Fund and INVESTOR SERVICES
4.01 INVESTOR SERVICES hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for safekeeping of
share certificates, check forms and facsimile signature imprinting devices, if
any; and for the preparation or use, and for keeping account of, such
certificates, forms and devices.
4.02 INVESTOR SERVICES shall keep records relating to the services
to be performed hereunder, in the form and manner as it may deem advisable. To
the extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, INVESTOR SERVICES agrees that all such
records prepared or maintained by INVESTOR SERVICES relating to the services to
be performed by INVESTOR SERVICES hereunder are the
5
<PAGE> 6
property of the Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered to the Fund on
and in accordance with its request.
4.03 INVESTOR SERVICES and the Fund agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.
4.04 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, INVESTOR SERVICES will endeavor to notify the
Fund and to secure instructions from an authorized officer of the Fund as to
such instruction. INVESTOR SERVICES reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person.
Article 5 Termination of Agreement
5.01 This Agreement may be terminated by either party upon one
hundred twenty (120) days' written notice to the other.
5.02 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material
will be borne by the Fund. Additionally, INVESTOR SERVICES reserves the right
to charge for any other reasonable expenses associated with such termination.
Article 6 Assignment
6.01 Except as provided in Section 6.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
6.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
6.03 INVESTOR SERVICES may, without further consent on the part of
the Fund, subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly registered
as a transfer agent pursuant to Section 17A (c)(1) of the Securities Exchange
Act of 1934 ("Section 17A (c)(1)"), (ii) or any other entity INVESTOR SERVICES
deems appropriate in order to comply with the terms and conditions of this
Agreement, provided, however, that INVESTOR SERVICES shall be as fully
responsible to the Fund for the acts and omissions of any subcontractor as it
is for its own acts and omissions.
Article 7 Amendment
7.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution
of the Board of Directors or Trustees, as the case may be, of the Fund.
6
<PAGE> 7
Article 8 Massachusetts Law to Apply
8.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
Article 9 Merger of Agreement
9.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
JOHN HANCOCK BOND FUND
JOHN HANCOCK CALIFORNIA TAX-FREE INCOME FUND
JOHN HANCOCK CAPITAL GROWTH FUND
JOHN HANCOCK CASH RESERVE, INC.
JOHN HANCOCK CURRENT INTEREST
JOHN HANCOCK INVESTMENT TRUST
JOHN HANCOCK SERIES, INC.
JOHN HANCOCK TAX-FREE BOND FUND
ATTEST:
______________ BY: Anne C. Hodsdon
---------------
Anne C. Hodsdon
President
ATTEST JOHN HANCOCK INVESTOR SERVICES CORPORATION
______________ BY: David A. King
-------------
David A. King
President
7
<PAGE> 8
FEE SCHEDULE
<TABLE>
<CAPTION>
Fund Name Annual Per Account
- --------- ------------------
<S> <C>
John Hancock Cash Reserve $25.00
John Hancock U.S. Government Cash Reserve $25.00
Money Market Fund B $25.00
John Hancock Government Securities Trust - Class A $20.00
John Hancock Government Securities Trust - Class B $22.50
John Hancock Investment Quality Bond Fund - Class A $20.00
John Hancock Investment Quality Bond Fund - Class B $22.50
John Hancock Capital Growth Fund - Class A $16.00
John Hancock Capital Growth Fund - Class B $18.50
John Hancock Growth and Income Fund - Class A $16.00
John Hancock Growth and Income Fund - Class B $18.50
John Hancock Intermediate Government Trust - Class A $16.00
John Hancock Intermediate Government Trust - Class B $18.50
John Hancock Tax-Free Bond Fund - Class A $19.00
John Hancock Tax-Free Bond Fund - Class B $22.50
John Hancock California Tax-Free Income Fund - Class A $19.00
John Hancock California Tax-Free Income Fund - Class B $21.50
John Hancock U.S. Government Cash Reserve - Class A $20.00
John Hancock U.S. Government Cash Reserve - Class B $22.50
John Hancock Adjustable U.S. Government Trust - Class A $20.00
John Hancock Adjustable U.S. Government Trust - Class B $22.50
John Hancock Government Income Fund - Class A $20.00
John Hancock Government Income Fund - Class B $22.50
John Hancock High Yield Bond Fund - Class A $20.00
John Hancock High Yield Bond Fund - Class B $22.50
John Hancock High Yield Tax-Free Fund - Class A $19.00
John Hancock High Yield Tax-Free Fund - Class B $21.50
John Hancock Emerging Growth Fund - Class A $16.00
John Hancock Emerging Growth Fund - Class B $18.50
John Hancock Global Resources Fund - Class A $16.00
John Hancock Global Resources Fund - Class B $18.50
</TABLE>
8
<PAGE> 1
Exhibit 99.9B
ADMINISTRATION AGREEMENT
JOHN HANCOCK BOND FUND
John Hancock Adjustable U.S. Government Fund
ADMINISTRATION AGREEMENT dated December 22, 1994 between
JOHN HANCOCK BOND FUND, a Massachusetts business trust (the
"Trust"), on behalf of John Hancock Adjustable U.S. Government
Fund (the "Fund") and TRANSAMERICA FUND MANAGEMENT COMPANY, a
State of Delaware (hereinafter called the "Administrator").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end
management investment company and has registered as such under the
Investment Company Act of 1940, as amended (the "Act"), and has
authorized the issuance of shares of beneficial interest in the
Fund representing interests in a separate portfolio of securities
and other assets;
WHEREAS, the Administrator is experienced in providing non-
investment-advisory administrative, fund accounting and
shareholder servicing services to investment companies;
WHEREAS, the Trust, on behalf of the Fund, has entered into
an Administrative Services Agreement with the Administrator
providing for certain fund accounting and shareholder servicing
services to the Fund (the "Service Agreement"); and
WHEREAS, the Trust wishes to engage the Administrator to
provide certain administrative services to the Trust and the Fund,
and the Administrator is willing to provide such administrative
services, all on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the
mutual promises hereinafter set forth, the parties hereto agree as
follows:
1. DUTIES AND RESPONSIBILITIES OF THE ADMINISTRATOR.
A. ADMINISTRATIVE SERVICES. Subject to the overall
authority of the Board of Trustees of the Trust, the Administrator
shall provide general administrative services and oversee the
operations of the Fund ("Administrative Services"). Such
Administrative Services shall not include investment advisory,
custodian, underwriting and distribution, transfer agency,
shareholder or accounting services, but shall include, without
limitation:
<PAGE> 2
(i) the provision of office space and equipment
necessary in connection with the maintenance of the headquarters
of the Trust in respect of the Fund;
(ii) the maintenance of the corporate book and records
of the Trust in respect of the Fund, other than its accounting
books and records and those of its records maintained by the
transfer agent or the custodian of the Trust or by the
Administrator pursuant to the Service Agreement, and making
arrangements for the meetings of the Trustees of the Trust
including the preparation of agendas and supporting materials
therefor;
(iii) the preparation of communications and reports to
shareholders of the Fund and making arrangements for meetings of
such shareholders;
(iv) the preparation and filing of all reports and all
updating and other amendments to the Trust's registration
statements necessary to maintain the registration of the Trust
under the Act and the registration of the Fund's shares of
beneficial interest under federal and state securities laws;
(v) the preparation of the Trust's tax returns in
respect of the Fund;
(vi) the periodic computation and reporting to the
Trustees of the Trust, of the Fund's compliance with its
investment objective and policies and the portfolio
diversification and other portfolio requirements of the Act and
the Internal Revenue Code; and
(vii) negotiation of agreements or other arrangements
with, and general oversight and coordination of, agents and others
retained by the Trust on behalf of the Fund to provide custodian,
net asset value computation, portfolio accounting, financial
statement preparation, legal, tax and accounting services.
B. REPORTS TO TRUST. The Administrator shall furnish to or
place at the disposal of the Trust such information, reports,
evaluations, analyses and opinions relating to the Administrator
and its administrative services to the Trust and the Fund as the
Trust may, at any time or from time to time, reasonably request or
as the Administrator may deem helpful.
C. TRUST PERSONNEL. The Administrator will permit
individuals who are officers or employees of the Administrator to
serve (if duly elected or appointed) as officers, trustees,
members of any committee of trustees, members of any advisory
-2-
<PAGE> 3
board, or members of any other committee of the Trust, without
remuneration or other cost to the Trust or the Fund.
D. PERSONNEL, OFFICE SPACE, AND FACILITIES OF
ADMINISTRATOR. The Administrator at its own expense shall furnish
or provide and pay the cost of such office space, office
equipment, office personnel, and office services as the
Administrator requires in the performance of its administrative
and other obligations under this Agreement.
2. ALLOCATION OF EXPENSES.
A. EXPENSES PAID BY ADMINISTRATOR.
(1) EXPENSES PAID BY ADMINISTRATOR. The Administrator
shall pay all salaries, expenses, and fees of the officers and
trustees of the Trust who are affiliated with the Administrator.
(2) ASSUMPTION OF EXPENSES BY ADMINISTRATOR. The
payment or assumption by the Administrator of any expense of the
Trust or the Fund that the Administrator is not required by this
Agreement to pay or assume shall not obligate the Administrator to
pay or assume the same or any similar expense on any subsequent
occasion.
B. EXPENSES PAID BY TRUST. The Trust in respect of the
Fund shall bear all expenses of its organization, operations, and
business not specifically assumed or agreed to be paid by the
Administrator as provided in this Agreement. In particular, but
without limiting the generality of the foregoing, the Trust in
respect of the Fund shall pay:
(1) ADMINISTRATIVE AND SERVICE FEES. The fees of the
Administrator as provided in paragraph 3 below and under the
Service Agreement;
(2) DISTRIBUTION FEES. The fees, if any, payable
pursuant to any plan heretofore or hereafter adopted by the Trust
pursuant to Rule 12b-1 under the Act;
(3) CUSTODY AND ACCOUNTING SERVICES. All expenses of
the transfer, receipt, safekeeping, servicing and accounting for
the cash, securities, and other property of the Trust or the Fund
including all charges of depositories, custodians, and other
agents, if any;
(4) SHAREHOLDER SERVICING. All expenses of
establishing, maintaining and servicing shareholder accounts,
including all charges of transfer, shareholder recordkeeping,
-3-
<PAGE> 4
dividend disbursing, redemption, and other agents for the benefit
of the Trust or the Fund;
(5) SHAREHOLDER COMMUNICATIONS. All expenses of
preparing, setting in type, printing and distributing reports and
other communications to shareholders of the Trust or the Fund;
(6) SHAREHOLDER MEETINGS. All expenses incidental to
holding meetings of the shareholders of the Trust or the Fund,
including the expenses of printing and mailing notices and proxy
material and proxy solicitation in connection therewith;
(7) PROSPECTUSES. All expenses of preparing, setting,
in type, and printing of annual or more frequent revisions of the
Trust's prospectus and of mailing them to shareholders;
(8) PRICING. All expenses of computing the net asset
value of the Fund or any other series of the Trust, including the
cost of any equipment or services used for obtaining price
quotations and the fees of any independent pricing service
authorized by the Trustees of the Trust;
(9) COMMUNICATION EQUIPMENT. All charges for equipment
or services used for communication between the Administrator or
the Trust and the custodian, transfer agent or any other agent
selected by the Trust;
(10) LEGAL AND ACCOUNTING FEES AND EXPENSES. All
charges for services and expenses of the Trust's legal counsel and
independent auditors;
(11) TRUSTEES' FEES AND EXPENSES. All compensation of
Trustees of the Trust, other than those affiliated with the
Administrator, and all expenses (including fees and disbursements
of their legal counsel) incurred in connection with their service;
(12) FEDERAL REGISTRATION FEES. All fees and expenses
of registering and maintaining the registration of the Trust under
the Act and the registration of the shares of beneficial interest
of the Fund or any other series of the Trust under the Securities
Act of 1933 (the "1933 Act"), including all fees and expenses
incurred in connection with the preparation, setting in type,
printing and filing of any registration statement, prospectus or
statement of additional information under the Act or the 1933 Act,
and any amendments or supplements thereto that may be made from
time to time;
(13) STATE REGISTRATION FEES. All fees and expenses of
qualifying and maintaining the qualification of the Trust and of
the shares of beneficial interest of the Fund or any other series
-4-
<PAGE> 5
of the Trust for sale under securities laws of various states or
jurisdictions, and of registration and qualification of the Trust
under all other laws applicable to the Trust for its business
activities (including registering the Trust as a broker/dealer, or
any officer of the Trust or any person as agent or salesman of the
Fund in any state);
(14) ISSUE AND REDEMPTION OF FUND SHARES. All expenses
incurred in connection with the issue, redemption, and transfer of
the shares of beneficial interest of the Fund or any other series
of the Trust, including the expense of confirming all share
transactions, and of preparing and transmitting certificates
representing such shares;
(15) BONDING AND INSURANCE. All expenses of bond,
liability, errors and omissions, and other insurance coverage
required by law or deemed advisable by the Trustees of the Trust;
(16) BROKERAGE COMMISSIONS. All brokers' commissions
and other charges incident to the purchase, sale, or lending of
the portfolio securities of the Fund or any other series of the
Trust;
(17) INTEREST AND TAXES. Interest on borrowed money,
and all taxes or governmental fees payable by or with respect to
the Trust or the Fund to federal, state or other governmental
agencies, domestic or foreign, including stamp or other transfer
taxes;
(18) TRADE ASSOCIATION FEES. All fees, dues and other
expenses incurred in connection with the membership of the Trust
or the Fund in any trade association or other investment
organization; and
(19) NONRECURRING AND EXTRAORDINARY EXPENSES. Such
nonrecurring expenses as may arise, including the costs of
actions, suits, or proceedings to which the Trust or the Fund is a
party and the expenses that the Fund may incur as a result of its
legal obligation to provide indemnification to its officers,
trustees, and agents.
In the event that the issuance of shares of beneficial
interest of series, or funds, of the Trust in addition to the Fund
is subsequently authorized, expenses which are directly charged to
or attributable to the Fund and any such additional series or
funds shall be borne by the Fund or such additional series or
fund, as appropriate, and expenses which are not solely
attributable to the Fund or any such additional series or fund
shall be allocated among the Fund and such additional series or
fund shall be allocated among the Fund and such additional series
-5-
<PAGE> 6
or funds on a basis that the Trustees of the Trust deem fair and
reasonable.
3. ADMINISTRATIVE FEES. The Trust, for the benefit of the Fund,
shall pay the Administrator a fee computed at an annual rate of
.10% of the Fund's average daily net assets.
4. ADMINISTRATOR'S USE OF THE SERVICES OF OTHERS. The
Administrator may (at its cost) employ, retain or otherwise avail
itself of the services or facilities of other persons or
organizations as the Administrator may deem necessary, appropriate
or convenient for the discharge of its obligations hereunder or in
the discharge of the Administrator's overall responsibilities with
respect to other accounts which it serves as administrator.
5. OWNERSHIP OF RECORDS. All records required to be maintained
and preserved by the Trust pursuant to the rules or regulations of
the Securities and Exchange Commission under Section 31(a) of the
Act and maintained and preserved by the Administrator on behalf of
the Trust are the property of the Trust and will be surrendered by
the Administrator promptly on request by the Trust.
6. REPORTS TO ADMINISTRATOR. The Trust shall furnish or
otherwise make available to the Administrator such prospectus,
financial statements, proxy statements, reports, and other
information relating to the business and affairs of the Trust or
the Fund as the Administrator may, at any time or from time to
time reasonably require in order to discharge its obligations
under this Agreement.
7. SERVICES TO OTHER CLIENTS. Nothing herein contained shall
limit the freedom of the Administrator or any affiliated person of
the Administrator to render administrative services to other
investment companies, to act as administrator for other persons,
firms or corporations, or to engage in other business activities.
8. LIMITATION OF LIABILITY OF ADMINISTRATOR. The Administrator
will use its best efforts in the supervision and management of the
activities of the Fund as set forth in this Agreement, but in the
absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations hereunder, the Administrator
shall not be liable to the Trust or the Fund for any error of
judgement or mistake of law or for any act or omission by the
Administrator or for any losses sustained by the Trust or the
Portfolio.
9. LIMITATION OF LIABILITY OF TRUST. The Declaration of Trust
establishing Transamerica Bond Fund, dated November 27, 1984, a
copy of which, together with all amendments thereto, is on file in
the office of the Secretary of State of The Commonwealth of
-6-
<PAGE> 7
Massachusetts, provides that the name John Hancock Bond Fund
refers to the Trustees under the Declaration collectively as
Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of John Hancock Bond Fund
shall be held to any personal liability, nor shall resort be had
to their prior property for the satisfaction of any obligation or
claim or otherwise in connection with the affairs of said John
Hancock Bond Fund, but the trust estate only shall be liable.
10. TERM OF AGREEMENT. This Agreement shall remain in effect
until two years from the date hereof and from year to year
thereafter provided such continuance is approved at least annually
by the vote of holders of a majority, as defined in the Act, of
the outstanding voting securities of the Fund, or by the Board of
Trustees of the Trust; provided, that in either event such
continuance is also approved annually by the vote of a majority of
the Trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in the Act) of any such party,
which vote must be cast in person at a meeting called for the
purpose of voting on such approval; provided, however, that
(a) the Trust on behalf of the Fund may, at any time and without
the payment of any penalty, terminate this Agreement upon thirty
days written notice to the Administrator, either by majority vote
of the Board of Trustees of the Fund or by the vote of a majority
of the outstanding voting securities of the Fund; (b) this
Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Act) unless such automatic
termination shall be prevented by an exemptive order or rule of
the Securities and Exchange Commission; and (c) the Administrator
may terminate this Agreement without penalty on sixty days written
notice to the Trust. Any notice under this Agreement shall be
given in writing, addressed and delivered, or mailed post-paid, to
the other party at the principal office of such party.
11. MISCELLANEOUS.
A. CAPTIONS. The captions in this Agreement are included
for convenience of reference only and in no way define or
delineate any of the provisions hereof or otherwise affect their
construction or effect.
B. INTERPRETATION. This Agreement shall be construed in
accordance with the laws of The Commonwealth of Massachusetts and
the applicable provisions of the Act. To the extent the
applicable laws of The Commonwealth of Massachusetts or any of the
provisions herein conflict with the applicable provisions of the
Act, the latter shall control.
-7-
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective officers thereunto duly
authorized and their respective seals to be hereunto affixed, as
of the date and year first above written.
JOHN HANCOCK BOND FUND
on behalf of
John Hancock Adjustable U.S.
Government Fund
/s/ Thomas M. Simmons
By:_____________________________
Thomas M. Simmons
President
TRANSAMERICA FUND MANAGEMENT COMPANY
/s/ Anne C. Hodsdon
By:_____________________________
Anne C. Hodsdon
President
-8-
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the references made to our firm under the captions "Financial
Highlights" and "Independent Auditors" and to the use of our reports dated
April 29, 1994 as to John Hancock U.S. Government Trust, John Hancock
Intermediate Government Trust, John Hancock Investment Quality Bond Fund, John
Hancock Government Securities Trust, John Hancock Adjustable U.S. Government
Trust and Adjustable U.S. Government Fund, in Post-Effective Amendment No. 30
to the Registration Statement (Form N-1A No. 2-66906) of John Hancock Bond Fund.
ERNST & YOUNG LLP
May 9, 1995
<PAGE> 1
EXHIBIT 99.15A(i)
JOHN HANCOCK INVESTMENT QUALITY BOND FUND
a series of John Hancock Bond Fund
Distribution Plan
Class A Shares
December 22, 1994
ARTICLE I. THIS PLAN
This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock Investment
Quality Bond Fund (the "Fund"), will, after the effective date hereof, pay
certain amounts to John Hancock Broker Distribution Services, Inc. ("Broker
Services") in connection with the provision by Broker Services of certain
services to the Fund and its Class A shareholders, as set forth herein. Certain
of such payments by the Trust may, under Rule 12b-1 of the Securities and
Exchange Commission, as from time to time amended (the "Rule"), under the
Investment Company Act of 1940, as amended (the "Act"), be deemed to constitute
the financing of distribution by the Fund of its shares. This Plan describes
all material aspects of such financing as contemplated by the Rule and shall be
administered and interpreted, and implemented and continued, in a manner
consistent with the Rule. The Trust, on behalf of the Fund, and Broker Services
have entered into a Distribution Agreement of even date herewith, as amended
from time to time (the "Agreement"), the terms of which, as heretofore and from
time to time continued, are incorporated herein by reference.
ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES
The Trust, on behalf of the Fund, shall pay to Broker Services a fee in the
amount specified in Article III hereof. Such fee may be spent by Broker Services
on any activities or expenses primarily intended to result in the sale of Class
A shares of the Fund, including, but not limited to the payment of Distribution
Expenses (as defined below) and Service Expenses (as defined below).
Distribution Expenses include, but are not limited to, (a) initial and ongoing
sales compensation payable out of such fee as it is received by Broker Services
or other broker- dealers ("Selling Brokers") that have entered into an agreement
with Broker Services for the sale of Class A shares of the Fund, (b) direct
out-of-pocket expenses incurred in connection with the distribution of Class A
shares of the Fund, including expenses related to printing of prospectuses and
reports to other than existing Class A shareholders of the Fund, and
preparation, printing and distribution of sales literature and advertising
materials, (c) an allocation of overhead and other branch office expenses of
Broker Services related to the distribution of Class A
<PAGE> 2
shares of the Fund, (d) distribution expenses incurred by Transamerica Fund
Distributors, Inc. in connection with the Class A shares of the Fund, and (e)
distribution expenses incurred in connection with the distribution of a
corresponding class of any open-end, registered investment company which sells
all or substantially all of its assets to the Fund or which merges or otherwise
combines with the Fund.
Service Expenses include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of Broker Services)
and others who furnish personal and shareholder account maintenance services to
Class A shareholders of the Fund.
ARTICLE III. MAXIMUM EXPENDITURES
The expenditures to be made by the Trust, on behalf of the Fund, pursuant
to this Plan, and the basis upon which such expenditures will be made, shall be
determined by the Fund, and in no event shall such expenditures exceed an annual
rate of 0.25% of the average daily net asset value of the Class A shares of the
Fund (determined in accordance with the Fund's prospectus as from time to time
in effect) to cover Distribution Expenses and Service Expenses, provided that
the portion of such fee used to cover Service Expenses may only constitute up to
an annual rate of 0.25% of the average daily net asset value of the Class A
shares of the Fund payable annually pursuant to the Plan. Such expenditures
shall be calculated and accrued daily and paid monthly or at such other
intervals as the Trustees shall determine. In the event Broker Services is not
fully reimbursed for payments made or other expenses incurred by it under this
Plan, such expenses will not be carried beyond one year from the date such
expenses were incurred. Any fees paid to Broker Services under this Plan during
any fiscal year of the Fund and not expended or allocated by Broker Services for
actual or budgeted Distribution Expenses and Service Expenses during such fiscal
year will be promptly returned to the Fund.
ARTICLE IV. EXPENSES BORNE BY THE FUND
Notwithstanding any other provision of this Plan, the Fund and its
investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear the
respective expenses to be borne by them under the Investment Management Contract
dated December 22, 1994, as from time to time continued and amended (the
"Management Contract"), and under the Fund's current prospectus as it is from
time to time in effect. Except as otherwise contemplated by this Plan, the
Trust and the Fund shall not, directly or indirectly, engage in financing any
activity which is primarily intended to or should reasonably result in the sale
of shares of the Fund.
<PAGE> 3
ARTICLE V. APPROVAL BY TRUSTEES
This Plan shall not take effect until it has been approved, together with
any related agreements, by votes, cast in person at a meeting called for the
purpose of voting on this Plan or such agreements, of a majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Act or the rules and regulations thereunder) of (a) all of the Trustees of the
Trust and (b) those Trustees of the Trust who are not "interested persons" of
the Fund, as such term may be from time to time defined under the Act, and have
no direct or indirect financial interest in the operation of this Plan or any
agreements related to it (the "Independent Trustees").
ARTICLE VI. CONTINUANCE
This Plan and any related agreements shall continue in effect for so long
as such continuance is specifically approved at least annually in advance in the
manner provided for the approval of this Plan in Article V.
ARTICLE VII. INFORMATION
Broker Services shall furnish the Fund and its Trustees quarterly, or at
such other intervals as the Fund shall specify, a written report of amounts
expended or incurred for Distribution Expenses and Service Expenses pursuant to
this Plan and the purposes for which such expenditures were made and such other
information as the Trustees may request.
ARTICLE VIII. TERMINATION
This Plan may be terminated (a) at any time by vote of a majority of the
Trustees, a majority of the Independent Trustees, or a majority of the Fund's
outstanding voting Class A shares, or (b) by Broker Services on 60 days' notice
in writing to the Fund.
ARTICLE IX. AGREEMENTS
Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated at
any time, without payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the Fund's then
outstanding voting Class A shares.
(b) That such agreement shall terminate automatically in the event of its
assignment.
<PAGE> 4
ARTICLE X. AMENDMENTS
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class A shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.
ARTICLE XI. LIMITATION OF LIABILITY
The obligations of the Trust and the Fund are not personally binding upon,
nor shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust or the Fund, but only
the Fund's property shall be bound. The Fund shall not be liable for the
obligations of any other series of the Trust.
<PAGE> 5
IN WITNESS WHEREOF, the Trust, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.
JOHN HANCOCK BOND FUND
on behalf of
JOHN HANCOCK INVESTMENT QUALITY BOND FUND
/s/ Thomas M. Simmons
By:_______________________________________
Thomas M. Simmons
President
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
/s/ C. Troy Shaver, Jr.
By:_____________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer
<PAGE> 1
Exhibit 99.15A(ii)
JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT TRUST
a series of John Hancock Bond Fund
Distribution Plan
Class A Shares
December 22, 1994
ARTICLE I. THIS PLAN
This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock Adjustable
U.S. Government Trust (the "Fund"), will, after the effective date hereof, pay
certain amounts to John Hancock Broker Distribution Services, Inc. ("Broker
Services") in connection with the provision by Broker Services of certain
services to the Fund and its Class A shareholders, as set forth herein. Certain
of such payments by the Trust may, under Rule 12b-1 of the Securities and
Exchange Commission, as from time to time amended (the "Rule"), under the
Investment Company Act of 1940, as amended (the "Act"), be deemed to constitute
the financing of distribution by the Fund of its shares. This Plan describes
all material aspects of such financing as contemplated by the Rule and shall be
administered and interpreted, and implemented and continued, in a manner
consistent with the Rule. The Trust, on behalf of the Fund, and Broker Services
have entered into a Distribution Agreement of even date herewith, as amended
from time to time (the "Agreement"), the terms of which, as heretofore and from
time to time continued, are incorporated herein by reference.
ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES
The Trust, on behalf of the Fund, shall pay to Broker Services a fee in the
amount specified in Article III hereof. Such fee may be spent by Broker Services
on any activities or expenses primarily intended to result in the sale of Class
A shares of the Fund, including, but not limited to the payment of Distribution
Expenses (as defined below) and Service Expenses (as defined below).
Distribution Expenses include, but are not limited to, (a) initial and ongoing
sales compensation payable out of such fee as it is received by Broker Services
or other broker- dealers ("Selling Brokers") that have entered into an agreement
with Broker Services for the sale of Class A shares of the Fund, (b) direct
out-of-pocket expenses incurred in connection with the distribution of Class A
shares of the Fund, including expenses related to printing of prospectuses and
reports to other than existing Class A shareholders of the Fund, and
preparation, printing and distribution of sales literature and advertising
materials, (c) an allocation of overhead and other branch office expenses of
Broker Services related to the distribution of Class A
<PAGE> 2
shares of the Fund, (d) distribution expenses incurred by Transamerica Fund
Distributors, Inc. in connection with the Class A shares of the Fund, and (e)
distribution expenses incurred in connection with the distribution of a
corresponding class of any open-end, registered investment company which sells
all or substantially all of its assets to the Fund or which merges or otherwise
combines with the Fund.
Service Expenses include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of Broker Services)
and others who furnish personal and shareholder account maintenance services to
Class A shareholders of the Fund.
ARTICLE III. MAXIMUM EXPENDITURES
The expenditures to be made by the Trust, on behalf of the Fund, pursuant
to this Plan, and the basis upon which such expenditures will be made, shall be
determined by the Fund, and in no event shall such expenditures exceed an annual
rate of 0.25% of the average daily net asset value of the Class A shares of the
Fund (determined in accordance with the Fund's prospectus as from time to time
in effect) to cover Distribution Expenses and Service Expenses, provided that
the portion of such fee used to cover Service Expenses may only constitute up to
an annual rate of 0.25% of the average daily net asset value of the Class A
shares of the Fund payable annually pursuant to the Plan. Such expenditures
shall be calculated and accrued daily and paid monthly or at such other
intervals as the Trustees shall determine. In the event Broker Services is not
fully reimbursed for payments made or other expenses incurred by it under this
Plan, such expenses will not be carried beyond one year from the date such
expenses were incurred. Any fees paid to Broker Services under this Plan during
any fiscal year of the Fund and not expended or allocated by Broker Services for
actual or budgeted Distribution Expenses and Service Expenses during such fiscal
year will be promptly returned to the Fund.
ARTICLE IV. EXPENSES BORNE BY THE FUND
Notwithstanding any other provision of this Plan, the Fund and its
investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear the
respective expenses to be borne by them under the Investment Management Contract
dated December __, 1994, as from time to time continued and amended (the
"Management Contract"), and under the Fund's current prospectus as it is from
time to time in effect. Except as otherwise contemplated by this Plan, the
Trust and the Fund shall not, directly or indirectly, engage in financing any
activity which is primarily intended to or should reasonably result in the sale
of shares of the Fund.
<PAGE> 3
ARTICLE V. APPROVAL BY TRUSTEES
This Plan shall not take effect until it has been approved, together with
any related agreements, by votes, cast in person at a meeting called for the
purpose of voting on this Plan or such agreements, of a majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Act or the rules and regulations thereunder) of (a) all of the Trustees of the
Trust and (b) those Trustees of the Trust who are not "interested persons" of
the Fund, as such term may be from time to time defined under the Act, and have
no direct or indirect financial interest in the operation of this Plan or any
agreements related to it (the "Independent Trustees").
ARTICLE VI. CONTINUANCE
This Plan and any related agreements shall continue in effect for so long
as such continuance is specifically approved at least annually in advance in the
manner provided for the approval of this Plan in Article V.
ARTICLE VII. INFORMATION
Broker Services shall furnish the Fund and its Trustees quarterly, or at
such other intervals as the Fund shall specify, a written report of amounts
expended or incurred for Distribution Expenses and Service Expenses pursuant to
this Plan and the purposes for which such expenditures were made and such other
information as the Trustees may request.
ARTICLE VIII. TERMINATION
This Plan may be terminated (a) at any time by vote of a majority of the
Trustees, a majority of the Independent Trustees, or a majority of the Fund's
outstanding voting Class A shares, or (b) by Broker Services on 60 days' notice
in writing to the Fund.
ARTICLE IX. AGREEMENTS
Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated
at any time, without payment of any penalty, by vote of a majority of
the Independent Trustees or by vote of a majority of the Fund's then
outstanding voting Class A shares.
(b) That such agreement shall terminate automatically in the event of
its assignment.
<PAGE> 4
ARTICLE X. AMENDMENTS
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class A shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.
ARTICLE XI. LIMITATION OF LIABILITY
The obligations of the Trust and the Fund are not personally binding upon,
nor shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust or the Fund, but only
the Fund's property shall be bound. The Fund shall not be liable for the
obligations of any other series of the Trust.
<PAGE> 5
IN WITNESS WHEREOF, the Trust, on behalf of the Fund, has executed this
Distribution Plan effective as of the __ day of December, 1994 in Boston,
Massachusetts.
JOHN HANCOCK BOND FUND
on behalf of
JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT TRUST
/s/ Thomas M. Simmons
By:________________________________
Thomas M. Simmons
President
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
/s/ C. Troy Shaver, Jr.
By:_____________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer
<PAGE> 1
EXHIBIT 99.15A(iii)
JOHN HANCOCK GOVERNMENT SECURITIES TRUST
a series of John Hancock Bond Fund
Distribution Plan
Class A Shares
December 22, 1994
ARTICLE I. THIS PLAN
This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock Government
Securities Trust (the "Fund"), will, after the effective date hereof, pay
certain amounts to John Hancock Broker Distribution Services, Inc. ("Broker
Services") in connection with the provision by Broker Services of certain
services to the Fund and its Class A shareholders, as set forth herein. Certain
of such payments by the Trust may, under Rule 12b-1 of the Securities and
Exchange Commission, as from time to time amended (the "Rule"), under the
Investment Company Act of 1940, as amended (the "Act"), be deemed to constitute
the financing of distribution by the Fund of its shares. This Plan describes
all material aspects of such financing as contemplated by the Rule and shall be
administered and interpreted, and implemented and continued, in a manner
consistent with the Rule. The Trust, on behalf of the Fund, and Broker Services
have entered into a Distribution Agreement of even date herewith, as amended
from time to time (the "Agreement"), the terms of which, as heretofore and from
time to time continued, are incorporated herein by reference.
ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES
The Trust, on behalf of the Fund, shall pay to Broker Services a fee in the
amount specified in Article III hereof. Such fee may be spent by Broker Services
on any activities or expenses primarily intended to result in the sale of Class
A shares of the Fund, including, but not limited to the payment of Distribution
Expenses (as defined below) and Service Expenses (as defined below).
Distribution Expenses include, but are not limited to, (a) initial and ongoing
sales compensation payable out of such fee as it is received by Broker Services
or other broker- dealers ("Selling Brokers") that have entered into an agreement
with Broker Services for the sale of Class A shares of the Fund, (b) direct
out-of-pocket expenses incurred in connection with the distribution of Class A
shares of the Fund, including expenses related to printing of prospectuses and
reports to other than existing Class A shareholders of the Fund, and
preparation, printing and distribution of sales literature and advertising
materials, (c) an allocation of overhead and other branch office expenses of
Broker Services related to the distribution of Class A
<PAGE> 2
shares of the Fund, (d) distribution expenses incurred by Transamerica Fund
Distributors, Inc. in connection with the Class A shares of the Fund, and (e)
distribution expenses incurred in connection with the distribution of a
corresponding class of any open-end, registered investment company which sells
all or substantially all of its assets to the Fund or which merges or otherwise
combines with the Fund.
Service Expenses include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of Broker Services)
and others who furnish personal and shareholder account maintenance services to
Class A shareholders of the Fund.
ARTICLE III. MAXIMUM EXPENDITURES
The expenditures to be made by the Trust, on behalf of the Fund, pursuant
to this Plan, and the basis upon which such expenditures will be made, shall be
determined by the Fund, and in no event shall such expenditures exceed an annual
rate of 0.25% of the average daily net asset value of the Class A shares of the
Fund (determined in accordance with the Fund's prospectus as from time to time
in effect) to cover Distribution Expenses and Service Expenses, provided that
the portion of such fee used to cover Service Expenses may only constitute up to
an annual rate of 0.25% of the average daily net asset value of the Class A
shares of the Fund payable annually pursuant to the Plan. Such expenditures
shall be calculated and accrued daily and paid monthly or at such other
intervals as the Trustees shall determine. In the event Broker Services is not
fully reimbursed for payments made or other expenses incurred by it under this
Plan, such expenses will not be carried beyond one year from the date such
expenses were incurred. Any fees paid to Broker Services under this Plan during
any fiscal year of the Fund and not expended or allocated by Broker Services for
actual or budgeted Distribution Expenses and Service Expenses during such fiscal
year will be promptly returned to the Fund.
ARTICLE IV. EXPENSES BORNE BY THE FUND
Notwithstanding any other provision of this Plan, the Fund and its
investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear the
respective expenses to be borne by them under the Investment Management Contract
dated December 22, 1994, as from time to time continued and amended (the
"Management Contract"), and under the Fund's current prospectus as it is from
time to time in effect. Except as otherwise contemplated by this Plan, the
Trust and the Fund shall not, directly or indirectly, engage in financing any
activity which is primarily intended to or should reasonably result in the sale
of shares of the Fund.
<PAGE> 3
ARTICLE V. APPROVAL BY TRUSTEES
This Plan shall not take effect until it has been approved, together with
any related agreements, by votes, cast in person at a meeting called for the
purpose of voting on this Plan or such agreements, of a majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Act or the rules and regulations thereunder) of (a) all of the Trustees of the
Trust and (b) those Trustees of the Trust who are not "interested persons" of
the Fund, as such term may be from time to time defined under the Act, and have
no direct or indirect financial interest in the operation of this Plan or any
agreements related to it (the "Independent Trustees").
ARTICLE VI. CONTINUANCE
This Plan and any related agreements shall continue in effect for so long
as such continuance is specifically approved at least annually in advance in the
manner provided for the approval of this Plan in Article V.
ARTICLE VII. INFORMATION
Broker Services shall furnish the Fund and its Trustees quarterly, or at
such other intervals as the Fund shall specify, a written report of amounts
expended or incurred for Distribution Expenses and Service Expenses pursuant to
this Plan and the purposes for which such expenditures were made and such other
information as the Trustees may request.
ARTICLE VIII. TERMINATION
This Plan may be terminated (a) at any time by vote of a majority of the
Trustees, a majority of the Independent Trustees, or a majority of the Fund's
outstanding voting Class A shares, or (b) by Broker Services on 60 days' notice
in writing to the Fund.
ARTICLE IX. AGREEMENTS
Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated at
any time, without payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the Fund's then
outstanding voting Class A shares.
(b) That such agreement shall terminate automatically in the event of its
assignment.
<PAGE> 4
ARTICLE X. AMENDMENTS
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class A shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.
ARTICLE IX. LIMITATION OF LIABILITY
The obligations of the Fund are not personally binding upon, nor shall
resort be had to the private property of, any of the Trustees, shareholders,
officers, employees or agents of the Fund, but only the Fund's property shall be
bound. The Fund shall not be liable for the obligations of any other series of
the Trust.
<PAGE> 5
IN WITNESS WHEREOF, the Trust, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.
JOHN HANCOCK BOND FUND
on behalf of
JOHN HANCOCK GOVERNMENT SECURITIES TRUST
/s/ Thomas M. Simmons
By:_____________________________________
Thomas M. Simmons
President
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
/s/ C. Troy Shaver, Jr.
By:____________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer
<PAGE> 1
Exhibit 99.15A(iv)
JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST
a series of John Hancock Bond Fund
Distribution Plan
Class A Shares
December 22, 1994
ARTICLE I. THIS PLAN
This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock
Intermediate Government Trust (the "Fund"), will, after the effective date
hereof, pay certain amounts to John Hancock Broker Distribution Services, Inc.
("Broker Services") in connection with the provision by Broker Services of
certain services to the Fund and its Class A shareholders, as set forth herein.
Certain of such payments by the Trust may, under Rule 12b-1 of the Securities
and Exchange Commission, as from time to time amended (the "Rule"), under the
Investment Company Act of 1940, as amended (the "Act"), be deemed to constitute
the financing of distribution by the Fund of its shares. This Plan describes
all material aspects of such financing as contemplated by the Rule and shall be
administered and interpreted, and implemented and continued, in a manner
consistent with the Rule. The Trust, on behalf of the Fund, and Broker Services
have entered into a Distribution Agreement of even date herewith, as amended
from time to time (the "Agreement"), the terms of which, as heretofore and from
time to time continued, are incorporated herein by reference.
ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES
The Trust, on behalf of the Fund, shall pay to Broker Services a fee in the
amount specified in Article III hereof. Such fee may be spent by Broker Services
on any activities or expenses primarily intended to result in the sale of Class
A shares of the Fund, including, but not limited to the payment of Distribution
Expenses (as defined below) and Service Expenses (as defined below).
Distribution Expenses include, but are not limited to, (a) initial and ongoing
sales compensation payable out of such fee as it is received by Broker Services
or other broker- dealers ("Selling Brokers") that have entered into an agreement
with Broker Services for the sale of Class A shares of the Fund, (b) direct
out-of-pocket expenses incurred in connection with the distribution of Class A
shares of the Fund, including expenses related to printing of prospectuses and
reports to other than existing Class A shareholders of the Fund, and
preparation, printing and distribution of sales literature and advertising
materials, (c) an allocation of overhead and other branch office expenses of
Broker Services related to the distribution of Class A
<PAGE> 2
shares of the Fund, (d) distribution expenses incurred by Transamerica Fund
Distributors, Inc. in connection with the Class A shares of the Fund, and (e)
distribution expenses incurred in connection with the distribution of a
corresponding class of any open-end, registered investment company which sells
all or substantially all of its assets to the Fund or which merges or otherwise
combines with the Fund.
Service Expenses include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of Broker Services)
and others who furnish personal and shareholder account maintenance services to
Class A shareholders of the Fund.
ARTICLE III. MAXIMUM EXPENDITURES
The expenditures to be made by the Trust, on behalf of the Fund, pursuant
to this Plan, and the basis upon which such expenditures will be made, shall be
determined by the Fund, and in no event shall such expenditures exceed an annual
rate of 0.25% of the average daily net asset value of the Class A shares of the
Fund (determined in accordance with the Fund's prospectus as from time to time
in effect) to cover Distribution Expenses and Service Expenses, provided that
the portion of such fee used to cover Service Expenses may only constitute up to
an annual rate of 0.25% of the average daily net asset value of the Class A
shares of the Fund payable annually pursuant to the Plan. Such expenditures
shall be calculated and accrued daily and paid monthly or at such other
intervals as the Trustees shall determine. In the event Broker Services is not
fully reimbursed for payments made or other expenses incurred by it under this
Plan, such expenses will not be carried beyond one year from the date such
expenses were incurred. Any fees paid to Broker Services under this Plan during
any fiscal year of the Fund and not expended or allocated by Broker Services for
actual or budgeted Distribution Expenses and Service Expenses during such fiscal
year will be promptly returned to the Fund.
ARTICLE IV. EXPENSES BORNE BY THE FUND
Notwithstanding any other provision of this Plan, the Fund and its
investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear the
respective expenses to be borne by them under the Investment Management Contract
dated December __, 1994, as from time to time continued and amended (the
"Management Contract"), and under the Fund's current prospectus as it is from
time to time in effect. Except as otherwise contemplated by this Plan, the
Trust and the Fund shall not, directly or indirectly, engage in financing any
activity which is primarily intended to or should reasonably result in the sale
of shares of the Fund.
<PAGE> 3
ARTICLE V. APPROVAL BY TRUSTEES
This Plan shall not take effect until it has been approved, together with
any related agreements, by votes, cast in person at a meeting called for the
purpose of voting on this Plan or such agreements, of a majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Act or the rules and regulations thereunder) of (a) all of the Trustees of the
Trust and (b) those Trustees of the Trust who are not "interested persons" of
the Fund, as such term may be from time to time defined under the Act, and have
no direct or indirect financial interest in the operation of this Plan or any
agreements related to it (the "Independent Trustees").
ARTICLE VI. CONTINUANCE
This Plan and any related agreements shall continue in effect for so long
as such continuance is specifically approved at least annually in advance in the
manner provided for the approval of this Plan in Article V.
ARTICLE VII. INFORMATION
Broker Services shall furnish the Fund and its Trustees quarterly, or at
such other intervals as the Fund shall specify, a written report of amounts
expended or incurred for Distribution Expenses and Service Expenses pursuant to
this Plan and the purposes for which such expenditures were made and such other
information as the Trustees may request.
ARTICLE VIII. TERMINATION
This Plan may be terminated (a) at any time by vote of a majority of the
Trustees, a majority of the Independent Trustees, or a majority of the Fund's
outstanding voting Class A shares, or (b) by Broker Services on 60 days' notice
in writing to the Fund.
ARTICLE IX. AGREEMENTS
Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated
at any time, without payment of any penalty, by vote of a majority of
the Independent Trustees or by vote of a majority of the Fund's then
outstanding voting Class A shares.
(b) That such agreement shall terminate automatically in the event of
its assignment.
<PAGE> 4
ARTICLE X. AMENDMENTS
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class A shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.
ARTICLE XI. LIMITATION OF LIABILITY
The obligations of the Trust and the Fund are not personally binding upon,
nor shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust or the Fund, but only
the Fund's property shall be bound. The Fund shall not be liable for the
obligations of any other series of the Trust.
<PAGE> 5
IN WITNESS WHEREOF, the Trust, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.
JOHN HANCOCK BOND FUND
on behalf of
JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST
/s/ Thomas M. Simmons
By:_______________________________________
Thomas M. Simmons
President
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
/s/ C. Troy Shaver, Jr.
By:_____________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer
<PAGE> 1
Exhibit 99.15A(v)
JOHN HANCOCK U.S. GOVERNMENT TRUST
a series of John Hancock Bond Fund
Distribution Plan
Class A Shares
December 22, 1994
ARTICLE I. THIS PLAN
This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock U.S.
Government Trust (the "Fund"), will, after the effective date hereof, pay
certain amounts to John Hancock Broker Distribution Services, Inc. ("Broker
Services") in connection with the provision by Broker Services of certain
services to the Fund and its Class A shareholders, as set forth herein. Certain
of such payments by the Trust may, under Rule 12b-1 of the Securities and
Exchange Commission, as from time to time amended (the "Rule"), under the
Investment Company Act of 1940, as amended (the "Act"), be deemed to constitute
the financing of distribution by the Fund of its shares. This Plan describes
all material aspects of such financing as contemplated by the Rule and shall be
administered and interpreted, and implemented and continued, in a manner
consistent with the Rule. The Trust, on behalf of the Fund, and Broker Services
have entered into a Distribution Agreement of even date herewith, as amended
from time to time (the "Agreement"), the terms of which, as heretofore and from
time to time continued, are incorporated herein by reference.
ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES
The Trust, on behalf of the Fund, shall pay to Broker Services a fee in the
amount specified in Article III hereof. Such fee may be spent by Broker Services
on any activities or expenses primarily intended to result in the sale of Class
A shares of the Fund, including, but not limited to the payment of Distribution
Expenses (as defined below) and Service Expenses (as defined below).
Distribution Expenses include, but are not limited to, (a) initial and ongoing
sales compensation payable out of such fee as it is received by Broker Services
or other broker- dealers ("Selling Brokers") that have entered into an agreement
with Broker Services for the sale of Class A shares of the Fund, (b) direct
out-of-pocket expenses incurred in connection with the distribution of Class A
shares of the Fund, including expenses related to printing of prospectuses and
reports to other than existing Class A shareholders of the Fund, and
preparation, printing and distribution of sales literature and advertising
materials, (c) an allocation of overhead and other branch office expenses of
Broker Services related to the distribution of Class A
<PAGE> 2
shares of the Fund, (d) distribution expenses incurred by Transamerica Fund
Distributors, Inc. in connection with the Class A shares of the Fund, and (e)
distribution expenses incurred in connection with the distribution of a
corresponding class of any open-end, registered investment company which sells
all or substantially all of its assets to the Fund or which merges or otherwise
combines with the Fund.
Service Expenses include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of Broker Services)
and others who furnish personal and shareholder account maintenance services to
Class A shareholders of the Fund.
ARTICLE III. MAXIMUM EXPENDITURES
The expenditures to be made by the Trust, on behalf of the Fund, pursuant
to this Plan, and the basis upon which such expenditures will be made, shall be
determined by the Fund, and in no event shall such expenditures exceed an annual
rate of 0.25% of the average daily net asset value of the Class A shares of the
Fund (determined in accordance with the Fund's prospectus as from time to time
in effect) to cover Distribution Expenses and Service Expenses, provided that
the portion of such fee used to cover Service Expenses may only constitute up to
an annual rate of 0.25% of the average daily net asset value of the Class A
shares of the Fund payable annually pursuant to the Plan. Such expenditures
shall be calculated and accrued daily and paid monthly or at such other
intervals as the Trustees shall determine. In the event Broker Services is not
fully reimbursed for payments made or other expenses incurred by it under this
Plan, such expenses will not be carried beyond one year from the date such
expenses were incurred. Any fees paid to Broker Services under this Plan during
any fiscal year of the Fund and not expended or allocated by Broker Services for
actual or budgeted Distribution Expenses and Service Expenses during such fiscal
year will be promptly returned to the Fund.
ARTICLE IV. EXPENSES BORNE BY THE FUND
Notwithstanding any other provision of this Plan, the Fund and its
investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear the
respective expenses to be borne by them under the Investment Management Contract
dated December __, 1994, as from time to time continued and amended (the
"Management Contract"), and under the Fund's current prospectus as it is from
time to time in effect. Except as otherwise contemplated by this Plan, the
Trust and the Fund shall not, directly or indirectly, engage in financing any
activity which is primarily intended to or should reasonably result in the sale
of shares of the Fund.
<PAGE> 3
ARTICLE V. APPROVAL BY TRUSTEES
This Plan shall not take effect until it has been approved, together with
any related agreements, by votes, cast in person at a meeting called for the
purpose of voting on this Plan or such agreements, of a majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Act or the rules and regulations thereunder) of (a) all of the Trustees of the
Trust and (b) those Trustees of the Trust who are not "interested persons" of
the Fund, as such term may be from time to time defined under the Act, and have
no direct or indirect financial interest in the operation of this Plan or any
agreements related to it (the "Independent Trustees").
ARTICLE VI. CONTINUANCE
This Plan and any related agreements shall continue in effect for so long
as such continuance is specifically approved at least annually in advance in the
manner provided for the approval of this Plan in Article V.
ARTICLE VII. INFORMATION
Broker Services shall furnish the Fund and its Trustees quarterly, or at
such other intervals as the Fund shall specify, a written report of amounts
expended or incurred for Distribution Expenses and Service Expenses pursuant to
this Plan and the purposes for which such expenditures were made and such other
information as the Trustees may request.
ARTICLE VIII. TERMINATION
This Plan may be terminated (a) at any time by vote of a majority of the
Trustees, a majority of the Independent Trustees, or a majority of the Fund's
outstanding voting Class A shares, or (b) by Broker Services on 60 days' notice
in writing to the Fund.
ARTICLE IX. AGREEMENTS
Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated
at any time, without payment of any penalty, by vote of a majority of
the Independent Trustees or by vote of a majority of the Fund's then
outstanding voting Class A shares.
(b) That such agreement shall terminate automatically in the event of
its assignment.
<PAGE> 4
ARTICLE X. AMENDMENTS
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class A shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.
ARTICLE XI. LIMITATION OF LIABILITY
The obligations of the Trust and the Fund are not personally binding
upon, nor shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust or the Fund, but only
the Fund's property shall be bound. The Fund shall not be liable for the
obligations of any other series of the Trust.
<PAGE> 5
IN WITNESS WHEREOF, the Trust, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.
JOHN HANCOCK BOND FUND
on behalf of
JOHN HANCOCK U.S. GOVERNMENT TRUST
/s/ Thomas M. Simmons
By:________________________________
Thomas M. Simmons
President
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
/s/ C. Troy Shaver, Jr.
By:_____________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer
<PAGE> 1
Exhibit 99.15B(i)
JOHN HANCOCK INVESTMENT QUALITY BOND FUND
a series of John Hancock Bond Fund
Distribution Plan
Class B Shares
December 22, 1994
ARTICLE I. THIS PLAN
This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock Investment
Quality Bond Fund (the "Fund"), on behalf of its Class B shares, will, after the
effective date hereof, pay certain amounts to John Hancock Broker Distribution
Services, Inc. ("Broker Services") in connection with the provision by Broker
Services of certain services to the Fund and its Class B shareholders, as set
forth herein. Certain of such payments by the Fund may, under Rule 12b-1 of the
Securities and Exchange Commission, as from time to time amended (the "Rule"),
under the Investment Company Act of 1940, as amended (the "Act"), be deemed to
constitute the financing of distribution by the Fund of its shares. This Plan
describes all material aspects of such financing as contemplated by the Rule and
shall be administered and interpreted, and implemented and continued, in a
manner consistent with the Rule. The Trust, on behalf of the Fund, and Broker
Services have entered into a Distribution Agreement of even date herewith, as
amended from time to time (the "Agreement"), the terms of which, as heretofore
and from time to time continued, are incorporated herein by reference.
ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES
The Fund shall pay to Broker Services a fee in the amount specified in
Article III hereof. Such fee may be spent by Broker Services on any activities
or expenses primarily intended to result in the sale of Class B shares of the
Fund, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below). Distribution Expenses
include but are not limited to, (a) initial and ongoing sales compensation out
of such fee as it is received by Broker Services or other broker-dealers
("Selling Brokers") that have entered into an agreement with Broker Services for
the sale of Class B shares of the Fund, (b) direct out-of-pocket expenses
incurred in connection with the distribution of Class B shares of the Fund,
including expenses related to printing of prospectuses and reports to other than
existing Class B shareholders of the Fund, and preparation, printing and
distribution of sales literature and advertising materials, (c) an allocation of
overhead and other branch office expenses of Broker Services related to the
distribution of Class B shares of the Fund,
<PAGE> 2
(d) distribution expenses incurred by Transamerica Fund Distributors, Inc. in
connection with the Class B shares of the Fund, (e) distribution expenses
incurred in connection with the distribution of a corresponding class of any
open-end, registered investment company which sells all or substantially all of
its assets to the Fund or which merges or otherwise combines with the Fund and
(f) interest expenses on unreimbursed distribution expenses related to Class B
shares as described in Article III hereof.
Service Expenses include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of Broker Services)
and others who furnish personal and shareholder account maintenance services to
Class B shareholders of the Fund.
ARTICLE III. MAXIMUM EXPENDITURES
The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the Class B shares of the Fund (determined
in accordance with the Fund's prospectus as from time to time in effect) to
cover Distribution Expenses and Service Expenses, provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the Class B shares of the Fund.
Such expenditures shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall determine. In the event Broker
Services is not fully reimbursed for payments made or other expenses incurred by
it under this Plan, Broker Services shall be entitled to carry forward such
expenses to subsequent fiscal years for submission to the Class B shares of the
Fund for payment, subject always to the annual maximum expenditures set forth in
this Article III; provided, however, that nothing herein shall prohibit or limit
the Trustees from terminating this Plan and all payments hereunder at any time
pursuant to Article VIII hereof.
ARTICLE IV. EXPENSES BORNE BY THE FUND
Notwithstanding any other provision of this Plan, the Trust, the Fund and
its investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear
the respective expenses to be borne by them under the Investment Management
Contract dated December __, 1994, as from time to time continued and amended
(the "Management Contract"), and under the Fund's current prospectus as it is
from time to time in effect. Except as otherwise contemplated by this Plan, the
Trust and the Fund shall not, directly or indirectly, engage in financing any
activity which is primarily intended to or
<PAGE> 3
should reasonably result in the sale of Class B shares of the Fund.
ARTICLE V. APPROVAL BY TRUSTEES
This Plan shall not take effect until it has been approved, together with
any related agreements, by votes, cast in person at a meeting called for the
purpose of voting on this Plan or such agreements, of a majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Act or the rules and regulations thereunder) of (a) all of the Trustees of the
Trust and (b) those Trustees of the Trust who are not "interested persons" of
the Fund, as such term may be from time to time defined under the Act, and have
no direct or indirect financial interest in the operation of this Plan or any
agreements related to it (the "Independent Trustees").
ARTICLE VI. CONTINUANCE
This Plan and any related agreements shall continue in effect for so long
as such continuance is specifically approved at least annually in advance in the
manner provided for the approval of this Plan in Article V.
ARTICLE VII. INFORMATION
Broker Services shall furnish the Fund and its Trustees quarterly, or at
such other intervals as the Fund shall specify, a written report of amounts
expended or incurred for Distribution Expenses and Service Expenses pursuant to
this Plan and the purposes for which such expenditures were made and such other
information as the Trustees may request.
ARTICLE VIII. TERMINATION
This Plan may be terminated (a) at any time by vote of a majority of the
Trustees, a majority of the Independent Trustees, or a majority of the Fund's
outstanding voting Class B shares, or (b) by Broker Services on 60 days' notice
in writing to the Fund.
ARTICLE IX. AGREEMENTS
Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated
at any time, without payment of any penalty, by vote of a majority of
the Independent Trustees or by vote of a majority of the Fund's then
outstanding voting Class B shares.
<PAGE> 4
(b) That such agreement shall terminate automatically in the event of its
assignment.
ARTICLE X. AMENDMENTS
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class B shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.
ARTICLE XI. LIMITATION OF LIABILITY
The obligations of the Trust and the Fund are not personally binding upon,
nor shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust or the Fund, but only
the Fund's property shall be bound. The Fund shall not be liable for the
obligations of any other series of the Trust.
<PAGE> 5
IN WITNESS WHEREOF, the Trust, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.
JOHN HANCOCK BOND FUND
on behalf of
JOHN HANCOCK INVESTMENT QUALITY BOND FUND
/s/ Thomas M. Simmons
By:_______________________________________
Thomas M. Simmons
President
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
/s/ C. Troy Shaver, Jr.
By:____________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer
<PAGE> 1
Exhibit 99.15B(ii)
JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT TRUST
a series of John Hancock Bond Fund
Distribution Plan
Class B Shares
December 22, 1994
ARTICLE I. THIS PLAN
This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock High
Adjustable U.S. Government Trust (the "Fund"), on behalf of its Class B shares,
will, after the effective date hereof, pay certain amounts to John Hancock
Broker Distribution Services, Inc. ("Broker Services") in connection with the
provision by Broker Services of certain services to the Fund and its Class B
shareholders, as set forth herein. Certain of such payments by the Fund may,
under Rule 12b-1 of the Securities and Exchange Commission, as from time to time
amended (the "Rule"), under the Investment Company Act of 1940, as amended (the
"Act"), be deemed to constitute the financing of distribution by the Fund of its
shares. This Plan describes all material aspects of such financing as
contemplated by the Rule and shall be administered and interpreted, and
implemented and continued, in a manner consistent with the Rule. The Trust, on
behalf of the Fund, and Broker Services have entered into a Distribution
Agreement of even date herewith, as amended from time to time (the "Agreement"),
the terms of which, as heretofore and from time to time continued, are
incorporated herein by reference.
ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES
The Fund shall pay to Broker Services a fee in the amount specified in
Article III hereof. Such fee may be spent by Broker Services on any activities
or expenses primarily intended to result in the sale of Class B shares of the
Fund, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below). Distribution Expenses
include but are not limited to, (a) initial and ongoing sales compensation out
of such fee as it is received by Broker Services or other broker-dealers
("Selling Brokers") that have entered into an agreement with Broker Services for
the sale of Class B shares of the Fund, (b) direct out-of-pocket expenses
incurred in connection with the distribution of Class B shares of the Fund,
including expenses related to printing of prospectuses and reports to other than
existing Class B shareholders of the Fund, and preparation, printing and
distribution of sales literature and advertising materials, (c) an allocation of
overhead and other branch office expenses of Broker Services related to the
distribution of Class B shares of the Fund,
<PAGE> 2
(d) distribution expenses incurred by Transamerica Fund Distributors, Inc. in
connection with the Class B shares of the Fund, (e) distribution expenses
incurred in connection with the distribution of a corresponding class of any
open-end, registered investment company which sells all or substantially all of
its assets to the Fund or which merges or otherwise combines with the Fund and
(f) interest expenses on unreimbursed distribution expenses related to Class B
shares as described in Article III hereof.
Service Expenses include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of Broker Services)
and others who furnish personal and shareholder account maintenance services to
Class B shareholders of the Fund.
ARTICLE III. MAXIMUM EXPENDITURES
The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the Class B shares of the Fund (determined
in accordance with the Fund's prospectus as from time to time in effect) to
cover Distribution Expenses and Service Expenses, provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the Class B shares of the Fund.
Such expenditures shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall determine. In the event Broker
Services is not fully reimbursed for payments made or other expenses incurred by
it under this Plan, Broker Services shall be entitled to carry forward such
expenses to subsequent fiscal years for submission to the Class B shares of the
Fund for payment, subject always to the annual maximum expenditures set forth in
this Article III; provided, however, that nothing herein shall prohibit or limit
the Trustees from terminating this Plan and all payments hereunder at any time
pursuant to Article VIII hereof.
ARTICLE IV. EXPENSES BORNE BY THE FUND
Notwithstanding any other provision of this Plan, the Trust, the Fund and
its investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear
the respective expenses to be borne by them under the Investment Management
Contract dated December __, 1994, as from time to time continued and amended
(the "Management Contract"), and under the Fund's current prospectus as it is
from time to time in effect. Except as otherwise contemplated by this Plan, the
Trust and the Fund shall not, directly or indirectly, engage in financing any
activity which is primarily intended to or
<PAGE> 3
should reasonably result in the sale of Class B shares of the Fund.
ARTICLE V. APPROVAL BY TRUSTEES
This Plan shall not take effect until it has been approved, together with
any related agreements, by votes, cast in person at a meeting called for the
purpose of voting on this Plan or such agreements, of a majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Act or the rules and regulations thereunder) of (a) all of the Trustees of the
Trust and (b) those Trustees of the Trust who are not "interested persons" of
the Fund, as such term may be from time to time defined under the Act, and have
no direct or indirect financial interest in the operation of this Plan or any
agreements related to it (the "Independent Trustees").
ARTICLE VI. CONTINUANCE
This Plan and any related agreements shall continue in effect for so long
as such continuance is specifically approved at least annually in advance in the
manner provided for the approval of this Plan in Article V.
ARTICLE VII. INFORMATION
Broker Services shall furnish the Fund and its Trustees quarterly, or at
such other intervals as the Fund shall specify, a written report of amounts
expended or incurred for Distribution Expenses and Service Expenses pursuant to
this Plan and the purposes for which such expenditures were made and such other
information as the Trustees may request.
ARTICLE VIII. TERMINATION
This Plan may be terminated (a) at any time by vote of a majority of the
Trustees, a majority of the Independent Trustees, or a majority of the Fund's
outstanding voting Class B shares, or (b) by Broker Services on 60 days' notice
in writing to the Fund.
ARTICLE IX. AGREEMENTS
Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated
at any time, without payment of any penalty, by vote of a majority of
the Independent Trustees or by vote of a majority of the Fund's then
outstanding voting Class B shares.
<PAGE> 4
(b) That such agreement shall terminate automatically in the event of
its assignment.
ARTICLE X. AMENDMENTS
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class B shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.
ARTICLE XI. LIMITATION OF LIABILITY
The obligations of the Trust and the Fund are not personally binding upon,
nor shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust or the Fund, but only
the Fund's property shall be bound. The Fund shall not be liable for the
obligations of any other series of the Trust.
<PAGE> 5
IN WITNESS WHEREOF, the Trust, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.
JOHN HANCOCK BOND FUND
on behalf of
JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT TRUST
/s/ Thomas M. Simmons
By:__________________________________________
Thomas M. Simmons
President
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
/s/ C. Troy Shaver, Jr.
By:____________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer
<PAGE> 1
EXHIBIT 99.15B(iii)
JOHN HANCOCK GOVERNMENT SECURITIES TRUST
a series of John Hancock Bond Fund
Distribution Plan
Class B Shares
December 22, 1994
ARTICLE I. THIS PLAN
This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock Government
Securities Trust (the "Fund"), on behalf of its Class B shares, will, after the
effective date hereof, pay certain amounts to John Hancock Broker Distribution
Services, Inc. ("Broker Services") in connection with the provision by Broker
Services of certain services to the Fund and its Class B shareholders, as set
forth herein. Certain of such payments by the Fund may, under Rule 12b-1 of the
Securities and Exchange Commission, as from time to time amended (the "Rule"),
under the Investment Company Act of 1940, as amended (the "Act"), be deemed to
constitute the financing of distribution by the Fund of its shares. This Plan
describes all material aspects of such financing as contemplated by the Rule and
shall be administered and interpreted, and implemented and continued, in a
manner consistent with the Rule. The Trust, on behalf of the Fund, and Broker
Services have entered into a Distribution Agreement of even date herewith, as
amended from time to time (the "Agreement"), the terms of which, as heretofore
and from time to time continued, are incorporated herein by reference.
ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES
The Fund shall pay to Broker Services a fee in the amount specified in
Article III hereof. Such fee may be spent by Broker Services on any activities
or expenses primarily intended to result in the sale of Class B shares of the
Fund, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below). Distribution Expenses
include but are not limited to, (a) initial and ongoing sales compensation out
of such fee as it is received by Broker Services or other broker-dealers
("Selling Brokers") that have entered into an agreement with Broker Services for
the sale of Class B shares of the Fund, (b) direct out-of-pocket expenses
incurred in connection with the distribution of Class B shares of the Fund,
including expenses related to printing of prospectuses and reports to other than
existing Class B shareholders of the Fund, and preparation, printing and
distribution of sales literature and advertising materials, (c) an allocation of
overhead and other branch office expenses of Broker Services related to the
distribution of Class B shares of the Fund,
<PAGE> 2
(d) distribution expenses incurred by Transamerica Fund Distributors, Inc. in
connection with the Class B shares of the Fund, (e) distribution expenses
incurred in connection with the distribution of a corresponding class of any
open-end, registered investment company which sells all or substantially all of
its assets to the Fund or which merges or otherwise combines with the Fund and
(f) interest expenses on unreimbursed distribution expenses related to Class B
shares as described in Article III hereof.
Service Expenses include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of Broker Services)
and others who furnish personal and shareholder account maintenance services to
Class B shareholders of the Fund.
ARTICLE III. MAXIMUM EXPENDITURES
The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the Class B shares of the Fund (determined
in accordance with the Fund's prospectus as from time to time in effect) to
cover Distribution Expenses and Service Expenses, provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the Class B shares of the Fund.
Such expenditures shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall determine. In the event Broker
Services is not fully reimbursed for payments made or other expenses incurred by
it under this Plan, Broker Services shall be entitled to carry forward such
expenses to subsequent fiscal years for submission to the Class B shares of the
Fund for payment, subject always to the annual maximum expenditures set forth in
this Article III; provided, however, that nothing herein shall prohibit or limit
the Trustees from terminating this Plan and all payments hereunder at any time
pursuant to Article VIII hereof.
ARTICLE IV. EXPENSES BORNE BY THE FUND
Notwithstanding any other provision of this Plan, the Trust, the Fund and
its investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear
the respective expenses to be borne by them under the Investment Management
Contract dated December 22, 1994, as from time to time continued and amended
(the "Management Contract"), and under the Fund's current prospectus as it is
from time to time in effect. Except as otherwise contemplated by this Plan, the
Trust and the Fund shall not, directly or indirectly, engage in financing any
activity which is primarily intended to or
<PAGE> 3
should reasonably result in the sale of Class B shares of the Fund.
ARTICLE V. APPROVAL BY TRUSTEES
This Plan shall not take effect until it has been approved, together with
any related agreements, by votes, cast in person at a meeting called for the
purpose of voting on this Plan or such agreements, of a majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Act or the rules and regulations thereunder) of (a) all of the Trustees of the
Trust and (b) those Trustees of the Trust who are not "interested persons" of
the Fund, as such term may be from time to time defined under the Act, and have
no direct or indirect financial interest in the operation of this Plan or any
agreements related to it (the "Independent Trustees").
ARTICLE VI. CONTINUANCE
This Plan and any related agreements shall continue in effect for so long
as such continuance is specifically approved at least annually in advance in the
manner provided for the approval of this Plan in Article V.
ARTICLE VII. INFORMATION
Broker Services shall furnish the Fund and its Trustees quarterly, or at
such other intervals as the Fund shall specify, a written report of amounts
expended or incurred for Distribution Expenses and Service Expenses pursuant to
this Plan and the purposes for which such expenditures were made and such other
information as the Trustees may request.
ARTICLE VIII. TERMINATION
This Plan may be terminated (a) at any time by vote of a majority of the
Trustees, a majority of the Independent Trustees, or a majority of the Fund's
outstanding voting Class B shares, or (b) by Broker Services on 60 days' notice
in writing to the Fund.
ARTICLE IX. AGREEMENTS
Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated at
any time, without payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the Fund's then
outstanding voting Class B shares.
<PAGE> 4
(b) That such agreement shall terminate automatically in the event of its
assignment.
ARTICLE X. AMENDMENTS
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class B shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.
ARTICLE XI. LIMITATION OF LIABILITY
The obligations of the Trust and the Fund are not personally binding upon,
nor shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust or the Fund, but only
the Fund's property shall be bound. The Fund shall not be liable for the
obligations of any other series of the Trust.
<PAGE> 5
IN WITNESS WHEREOF, the Trust, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.
JOHN HANCOCK BOND FUND
on behalf of
JOHN HANCOCK GOVERNMENT SECURITIES TRUST
/s/ Thomas M. Simmons
By:____________________________________________
Thomas M. Simmons
President
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
/s/ C. Troy Shaver, Jr.
By:____________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer
<PAGE> 1
Exhibit 99.15B(iv)
JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST
a series of John Hancock Bond Fund
Distribution Plan
Class B Shares
December 22, 1994
ARTICLE I. THIS PLAN
This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock
Intermediate Government Trust (the "Fund"), on behalf of its Class B shares,
will, after the effective date hereof, pay certain amounts to John Hancock
Broker Distribution Services, Inc. ("Broker Services") in connection with the
provision by Broker Services of certain services to the Fund and its Class B
shareholders, as set forth herein. Certain of such payments by the Fund may,
under Rule 12b-1 of the Securities and Exchange Commission, as from time to time
amended (the "Rule"), under the Investment Company Act of 1940, as amended (the
"Act"), be deemed to constitute the financing of distribution by the Fund of its
shares. This Plan describes all material aspects of such financing as
contemplated by the Rule and shall be administered and interpreted, and
implemented and continued, in a manner consistent with the Rule. The Trust, on
behalf of the Fund, and Broker Services have entered into a Distribution
Agreement of even date herewith, as amended from time to time (the "Agreement"),
the terms of which, as heretofore and from time to time continued, are
incorporated herein by reference.
ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES
The Fund shall pay to Broker Services a fee in the amount specified in
Article III hereof. Such fee may be spent by Broker Services on any activities
or expenses primarily intended to result in the sale of Class B shares of the
Fund, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below). Distribution Expenses
include but are not limited to, (a) initial and ongoing sales compensation out
of such fee as it is received by Broker Services or other broker-dealers
("Selling Brokers") that have entered into an agreement with Broker Services for
the sale of Class B shares of the Fund, (b) direct out-of-pocket expenses
incurred in connection with the distribution of Class B shares of the Fund,
including expenses related to printing of prospectuses and reports to other than
existing Class B shareholders of the Fund, and preparation, printing and
distribution of sales literature and advertising materials, (c) an allocation of
overhead and other branch office expenses of Broker Services related to the
distribution of Class B shares of the Fund,
<PAGE> 2
(d) distribution expenses incurred by Transamerica Fund Distributors, Inc. in
connection with the Class B shares of the Fund, (e) distribution expenses
incurred in connection with the distribution of a corresponding class of any
open-end, registered investment company which sells all or substantially all of
its assets to the Fund or which merges or otherwise combines with the Fund and
(f) interest expenses on unreimbursed distribution expenses related to Class B
shares as described in Article III hereof.
Service Expenses include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of Broker Services)
and others who furnish personal and shareholder account maintenance services to
Class B shareholders of the Fund.
ARTICLE III. MAXIMUM EXPENDITURES
The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the Class B shares of the Fund (determined
in accordance with the Fund's prospectus as from time to time in effect) to
cover Distribution Expenses and Service Expenses, provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the Class B shares of the Fund.
Such expenditures shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall determine. In the event Broker
Services is not fully reimbursed for payments made or other expenses incurred by
it under this Plan, Broker Services shall be entitled to carry forward such
expenses to subsequent fiscal years for submission to the Class B shares of the
Fund for payment, subject always to the annual maximum expenditures set forth in
this Article III; provided, however, that nothing herein shall prohibit or limit
the Trustees from terminating this Plan and all payments hereunder at any time
pursuant to Article VIII hereof.
ARTICLE IV. EXPENSES BORNE BY THE FUND
Notwithstanding any other provision of this Plan, the Trust, the Fund and
its investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear
the respective expenses to be borne by them under the Investment Management
Contract dated December __, 1994, as from time to time continued and amended
(the "Management Contract"), and under the Fund's current prospectus as it is
from time to time in effect. Except as otherwise contemplated by this Plan, the
Trust and the Fund shall not, directly or indirectly, engage in financing any
activity which is primarily intended to or
<PAGE> 3
should reasonably result in the sale of Class B shares of the Fund.
ARTICLE V. APPROVAL BY TRUSTEES
This Plan shall not take effect until it has been approved, together with
any related agreements, by votes, cast in person at a meeting called for the
purpose of voting on this Plan or such agreements, of a majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Act or the rules and regulations thereunder) of (a) all of the Trustees of the
Trust and (b) those Trustees of the Trust who are not "interested persons" of
the Fund, as such term may be from time to time defined under the Act, and have
no direct or indirect financial interest in the operation of this Plan or any
agreements related to it (the "Independent Trustees").
ARTICLE VI. CONTINUANCE
This Plan and any related agreements shall continue in effect for so long
as such continuance is specifically approved at least annually in advance in the
manner provided for the approval of this Plan in Article V.
ARTICLE VII. INFORMATION
Broker Services shall furnish the Fund and its Trustees quarterly, or at
such other intervals as the Fund shall specify, a written report of amounts
expended or incurred for Distribution Expenses and Service Expenses pursuant to
this Plan and the purposes for which such expenditures were made and such other
information as the Trustees may request.
ARTICLE VIII. TERMINATION
This Plan may be terminated (a) at any time by vote of a majority of the
Trustees, a majority of the Independent Trustees, or a majority of the Fund's
outstanding voting Class B shares, or (b) by Broker Services on 60 days' notice
in writing to the Fund.
ARTICLE IX. AGREEMENTS
Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated
at any time, without payment of any penalty, by vote of a majority of
the Independent Trustees or by vote of a majority of the Fund's then
outstanding voting Class B shares.
<PAGE> 4
(b) That such agreement shall terminate automatically in the event of
its assignment.
ARTICLE X. AMENDMENTS
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class B shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.
ARTICLE XI. LIMITATION OF LIABILITY
The obligations of the Trust and the Fund are not personally binding upon,
nor shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust or the Fund, but only
the Fund's property shall be bound. The Fund shall not be liable for the
obligations of any other series of the Trust.
<PAGE> 5
IN WITNESS WHEREOF, the Trust, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.
JOHN HANCOCK BOND FUND
on behalf of
JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST
/s/ Thomas M. Simmons
By:________________________________
Thomas M. Simmons
President
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
/s/ C. Troy Shaver, Jr.
By:____________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer
<PAGE> 1
Exhibit 99.15B(v)
JOHN HANCOCK U.S. GOVERNMENT TRUST
a series of John Hancock Bond Fund
Distribution Plan
Class B Shares
December 22, 1994
ARTICLE I. THIS PLAN
This Distribution Plan (the "Plan") sets forth the terms and conditions on
which John Hancock Bond Fund (the "Trust"), on behalf of John Hancock U.S.
Government Trust (the "Fund"), on behalf of its Class B shares, will, after the
effective date hereof, pay certain amounts to John Hancock Broker Distribution
Services, Inc. ("Broker Services") in connection with the provision by Broker
Services of certain services to the Fund and its Class B shareholders, as set
forth herein. Certain of such payments by the Fund may, under Rule 12b-1 of the
Securities and Exchange Commission, as from time to time amended (the "Rule"),
under the Investment Company Act of 1940, as amended (the "Act"), be deemed to
constitute the financing of distribution by the Fund of its shares. This Plan
describes all material aspects of such financing as contemplated by the Rule and
shall be administered and interpreted, and implemented and continued, in a
manner consistent with the Rule. The Trust, on behalf of the Fund, and Broker
Services have entered into a Distribution Agreement of even date herewith, as
amended from time to time (the "Agreement"), the terms of which, as heretofore
and from time to time continued, are incorporated herein by reference.
ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES
The Fund shall pay to Broker Services a fee in the amount specified in
Article III hereof. Such fee may be spent by Broker Services on any activities
or expenses primarily intended to result in the sale of Class B shares of the
Fund, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below). Distribution Expenses
include but are not limited to, (a) initial and ongoing sales compensation out
of such fee as it is received by Broker Services or other broker-dealers
("Selling Brokers") that have entered into an agreement with Broker Services for
the sale of Class B shares of the Fund, (b) direct out-of-pocket expenses
incurred in connection with the distribution of Class B shares of the Fund,
including expenses related to printing of prospectuses and reports to other than
existing Class B shareholders of the Fund, and preparation, printing and
distribution of sales literature and advertising materials, (c) an allocation of
overhead and other branch office expenses of Broker Services related to the
distribution of Class B shares of the Fund,
<PAGE> 2
(d) distribution expenses incurred by Transamerica Fund Distributors, Inc. in
connection with the Class B shares of the Fund, (e) distribution expenses
incurred in connection with the distribution of a corresponding class of any
open-end, registered investment company which sells all or substantially all of
its assets to the Fund or which merges or otherwise combines with the Fund and
(f) interest expenses on unreimbursed distribution expenses related to Class B
shares as described in Article III hereof.
Service Expenses include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of Broker Services)
and others who furnish personal and shareholder account maintenance services to
Class B shareholders of the Fund.
ARTICLE III. MAXIMUM EXPENDITURES
The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed an annual rate of 1.00% of
the average daily net asset value of the Class B shares of the Fund (determined
in accordance with the Fund's prospectus as from time to time in effect) to
cover Distribution Expenses and Service Expenses, provided that the portion of
such fee used to cover service expenses shall not exceed an annual rate of up to
0.25% of the average daily net asset value of the Class B shares of the Fund.
Such expenditures shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall determine. In the event Broker
Services is not fully reimbursed for payments made or other expenses incurred by
it under this Plan, Broker Services shall be entitled to carry forward such
expenses to subsequent fiscal years for submission to the Class B shares of the
Fund for payment, subject always to the annual maximum expenditures set forth in
this Article III; provided, however, that nothing herein shall prohibit or limit
the Trustees from terminating this Plan and all payments hereunder at any time
pursuant to Article VIII hereof.
ARTICLE IV. EXPENSES BORNE BY THE FUND
Notwithstanding any other provision of this Plan, the Trust, the Fund and
its investment adviser, John Hancock Advisers, Inc. (the "Adviser"), shall bear
the respective expenses to be borne by them under the Investment Management
Contract dated December __, 1994, as from time to time continued and amended
(the "Management Contract"), and under the Fund's current prospectus as it is
from time to time in effect. Except as otherwise contemplated by this Plan, the
Trust and the Fund shall not, directly or indirectly, engage in financing any
activity which is primarily intended to or
<PAGE> 3
should reasonably result in the sale of Class B shares of the Fund.
ARTICLE V. APPROVAL BY TRUSTEES
This Plan shall not take effect until it has been approved, together with
any related agreements, by votes, cast in person at a meeting called for the
purpose of voting on this Plan or such agreements, of a majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Act or the rules and regulations thereunder) of (a) all of the Trustees of the
Trust and (b) those Trustees of the Trust who are not "interested persons" of
the Fund, as such term may be from time to time defined under the Act, and have
no direct or indirect financial interest in the operation of this Plan or any
agreements related to it (the "Independent Trustees").
ARTICLE VI. CONTINUANCE
This Plan and any related agreements shall continue in effect for so long
as such continuance is specifically approved at least annually in advance in the
manner provided for the approval of this Plan in Article V.
ARTICLE VII. INFORMATION
Broker Services shall furnish the Fund and its Trustees quarterly, or at
such other intervals as the Fund shall specify, a written report of amounts
expended or incurred for Distribution Expenses and Service Expenses pursuant to
this Plan and the purposes for which such expenditures were made and such other
information as the Trustees may request.
ARTICLE VIII. TERMINATION
This Plan may be terminated (a) at any time by vote of a majority of the
Trustees, a majority of the Independent Trustees, or a majority of the Fund's
outstanding voting Class B shares, or (b) by Broker Services on 60 days' notice
in writing to the Fund.
ARTICLE IX. AGREEMENTS
Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated
at any time, without payment of any penalty, by vote of a majority of
the Independent Trustees or by vote of a majority of the Fund's then
outstanding voting Class B shares.
<PAGE> 4
(b) That such agreement shall terminate automatically in the event of
its assignment.
ARTICLE X. AMENDMENTS
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class B shares of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.
ARTICLE XI. LIMITATION OF LIABILITY
The obligations of the Trust and the Fund are not personally binding upon,
nor shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust or the Fund, but only
the Fund's property shall be bound. The Fund shall not be liable for the
obligations of any other series of the Trust.
<PAGE> 5
IN WITNESS WHEREOF, the Trust, on behalf of the Fund, has executed this
Distribution Plan effective as of the 22nd day of December, 1994 in Boston,
Massachusetts.
JOHN HANCOCK BOND FUND
on behalf of
JOHN HANCOCK U.S. GOVERNMENT TRUST
/s/ Thomas M. Simmons
By:________________________________
Thomas M. Simmons
President
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
/s/ C. Troy Shaver, Jr.
By:____________________________________________
C. Troy Shaver, Jr.
President and Chief Executive Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK>
<NAME> JOHN HANCOCK GOVERNMENT SECURITIES TRUST
<SERIES>
<NUMBER> 1
<NAME>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1994
<PERIOD-END> SEP-30-1994
<INVESTMENTS-AT-COST> 570,687
<INVESTMENTS-AT-VALUE> 549,192
<RECEIVABLES> 35,037
<ASSETS-OTHER> 364
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 584,593
<PAYABLE-FOR-SECURITIES> 20,670
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 19,693
<TOTAL-LIABILITIES> 40,363
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 936,378
<SHARES-COMMON-STOCK> 72,495
<SHARES-COMMON-PRIOR> 77,511
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (371,450)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (20,698)
<NET-ASSETS> 544,230
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 25,876
<OTHER-INCOME> 0
<EXPENSES-NET> 3,552
<NET-INVESTMENT-INCOME> 22,324
<REALIZED-GAINS-CURRENT> (38,543)
<APPREC-INCREASE-CURRENT> 9,331
<NET-CHANGE-FROM-OPS> (6,888)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 22,324
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 54
<NUMBER-OF-SHARES-SOLD> 19,227
<NUMBER-OF-SHARES-REDEEMED> 67,984
<SHARES-REINVESTED> 10,388
<NET-CHANGE-IN-ASSETS> (38,369)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 247
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,328
<INTEREST-EXPENSE> 171
<GROSS-EXPENSE> 8,067
<AVERAGE-NET-ASSETS> 578,009
<PER-SHARE-NAV-BEGIN> 7.89
<PER-SHARE-NII> 0.30
<PER-SHARE-GAIN-APPREC> (0.38)
<PER-SHARE-DIVIDEND> (0.30)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.51
<EXPENSE-RATIO> 0.58
<AVG-DEBT-OUTSTANDING> 10,214
<AVG-DEBT-PER-SHARE> 0.14
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF THE JOHN HANCOCK INVESTMENT
QUALITY BOND FUND FOR THE SIX MONTHS ENDED SEPTEMBER 1, 1994 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> CLASS A SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1994
<PERIOD-END> SEP-01-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 108,718
<INVESTMENTS-AT-VALUE> 103,565
<RECEIVABLES> 12,036
<ASSETS-OTHER> 33
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 115,634
<PAYABLE-FOR-SECURITIES> 4,517
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 16,818
<TOTAL-LIABILITIES> 21,335
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 116,358
<SHARES-COMMON-STOCK> 11,483
<SHARES-COMMON-PRIOR> 11,649
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (17,050)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (5,009)
<NET-ASSETS> 94,299
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,955
<OTHER-INCOME> 0
<EXPENSES-NET> 681
<NET-INVESTMENT-INCOME> 3,274
<REALIZED-GAINS-CURRENT> (4,986)
<APPREC-INCREASE-CURRENT> (332)
<NET-CHANGE-FROM-OPS> (2,044)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,469
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 334
<NUMBER-OF-SHARES-SOLD> 5,893
<NUMBER-OF-SHARES-REDEEMED> 9,405
<SHARES-REINVESTED> 2,135
<NET-CHANGE-IN-ASSETS> (1,377)
<ACCUMULATED-NII-PRIOR> 37
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 299
<INTEREST-EXPENSE> 16
<GROSS-EXPENSE> 681
<AVERAGE-NET-ASSETS> 97,797
<PER-SHARE-NAV-BEGIN> 8.72
<PER-SHARE-NII> 0.28
<PER-SHARE-GAIN-APPREC> (0.46)
<PER-SHARE-DIVIDEND> (0.30)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> (0.03)
<PER-SHARE-NAV-END> 8.21
<EXPENSE-RATIO> .65
<AVG-DEBT-OUTSTANDING> 885
<AVG-DEBT-PER-SHARE> .08
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF THE JOHN HANCOCK INVESTMENT
QUALITY BOND FUND FOR THE SIX MONTHS ENDED SEPTEMBER 1, 1994 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> CLASS B SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1994
<PERIOD-END> SEP-01-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 108,718
<INVESTMENTS-AT-VALUE> 103,565
<RECEIVABLES> 12,036
<ASSETS-OTHER> 33
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 115,634
<PAYABLE-FOR-SECURITIES> 4,517
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 16,818
<TOTAL-LIABILITIES> 21,335
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 116,358
<SHARES-COMMON-STOCK> 11,483
<SHARES-COMMON-PRIOR> 11,649
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (17,050)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (5,009)
<NET-ASSETS> 94,299
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,955
<OTHER-INCOME> 0
<EXPENSES-NET> 681
<NET-INVESTMENT-INCOME> 3,274
<REALIZED-GAINS-CURRENT> (4,986)
<APPREC-INCREASE-CURRENT> (332)
<NET-CHANGE-FROM-OPS> (2,044)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,469
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 334
<NUMBER-OF-SHARES-SOLD> 5,893
<NUMBER-OF-SHARES-REDEEMED> 9,405
<SHARES-REINVESTED> 2,135
<NET-CHANGE-IN-ASSETS> (1,377)
<ACCUMULATED-NII-PRIOR> 37
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 299
<INTEREST-EXPENSE> 16
<GROSS-EXPENSE> 681
<AVERAGE-NET-ASSETS> 97,797
<PER-SHARE-NAV-BEGIN> 8.72
<PER-SHARE-NII> 0.26
<PER-SHARE-GAIN-APPREC> (0.46)
<PER-SHARE-DIVIDEND> (0.28)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> (0.02)
<PER-SHARE-NAV-END> 8.22
<EXPENSE-RATIO> 1.02
<AVG-DEBT-OUTSTANDING> 885
<AVG-DEBT-PER-SHARE> .08
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
this schedule contains summary financial information EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK U.S. GOVERNMENT
TRUST FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 4
<NAME> JOHN HANCOCK GOVERNMENT TRUST
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1994
<PERIOD-END> SEP-30-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 23,514
<INVESTMENTS-AT-VALUE> 23,119
<RECEIVABLES> 490
<ASSETS-OTHER> 77
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 23,686
<PAYABLE-FOR-SECURITIES> 2,067
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 252
<TOTAL-LIABILITIES> 2,319
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 75,269
<SHARES-COMMON-STOCK> 2,809
<SHARES-COMMON-PRIOR> 2,974
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (53,507)
<OVERDISTRIBUTION-GAINS> (395)
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 21,367
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 983
<OTHER-INCOME> 0
<EXPENSES-NET> 181
<NET-INVESTMENT-INCOME> 802
<REALIZED-GAINS-CURRENT> (2,188)
<APPREC-INCREASE-CURRENT> 1,138
<NET-CHANGE-FROM-OPS> (248)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 802
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 40
<NUMBER-OF-SHARES-SOLD> 1,686
<NUMBER-OF-SHARES-REDEEMED> 3,224
<SHARES-REINVESTED> 255
<NET-CHANGE-IN-ASSETS> (1,283)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 11
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 72
<INTEREST-EXPENSE> 14
<GROSS-EXPENSE> 181
<AVERAGE-NET-ASSETS> 22,132
<PER-SHARE-NAV-BEGIN> 7.98
<PER-SHARE-NII> 0.28
<PER-SHARE-GAIN-APPREC> (0.36)
<PER-SHARE-DIVIDEND> (0.28)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> (0.01)
<PER-SHARE-NAV-END> 7.61
<EXPENSE-RATIO> 0.76
<AVG-DEBT-OUTSTANDING> 739
<AVG-DEBT-PER-SHARE> 0.26
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK INTERMEDIATE
GOVERNMENT TRUST FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 5
<NAME> JOHN HANCOCK INTERMEDIATE GOVERNMENT TRUST
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE>
<FISCAL-YEAR-END>
<PERIOD-START>
<PERIOD-END>
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 9,410
<INVESTMENTS-AT-VALUE> 9,054
<RECEIVABLES> 187
<ASSETS-OTHER> 15
<OTHER-ITEMS-ASSETS> 3
<TOTAL-ASSETS> 9,259
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 18
<TOTAL-LIABILITIES> 18
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 10,217
<SHARES-COMMON-STOCK> 997
<SHARES-COMMON-PRIOR> 1,006
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (620)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (356)
<NET-ASSETS> 9,241
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 386
<OTHER-INCOME> 0
<EXPENSES-NET> 64
<NET-INVESTMENT-INCOME> 322
<REALIZED-GAINS-CURRENT> (505)
<APPREC-INCREASE-CURRENT> 78
<NET-CHANGE-FROM-OPS> (105)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (323)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,279
<NUMBER-OF-SHARES-REDEEMED> 1,559
<SHARES-REINVESTED> 209
<NET-CHANGE-IN-ASSETS> (71)
<ACCUMULATED-NII-PRIOR> 34
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 24
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 83
<AVERAGE-NET-ASSETS> 9,757
<PER-SHARE-NAV-BEGIN> 9.68
<PER-SHARE-NII> 0.31
<PER-SHARE-GAIN-APPREC> (0.41)
<PER-SHARE-DIVIDEND> (0.31)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.27
<EXPENSE-RATIO> 0.84
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK ADJUSTABLE U.S.
GOVERNMENT TRUST FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 6
<NAME> CLASS A SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1994
<PERIOD-END> SEP-30-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 29,643
<INVESTMENTS-AT-VALUE> 28,922
<RECEIVABLES> 112
<ASSETS-OTHER> 22
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 29,056
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 57
<TOTAL-LIABILITIES> 57
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 30,215
<SHARES-COMMON-STOCK> 2,979
<SHARES-COMMON-PRIOR> 3,633
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (495)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (721)
<NET-ASSETS> 28,999
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 701
<EXPENSES-NET> 78
<NET-INVESTMENT-INCOME> 623
<REALIZED-GAINS-CURRENT> (228)
<APPREC-INCREASE-CURRENT> (263)
<NET-CHANGE-FROM-OPS> 132
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 626
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 14
<NUMBER-OF-SHARES-SOLD> 3,941
<NUMBER-OF-SHARES-REDEEMED> 10,771
<SHARES-REINVESTED> 401
<NET-CHANGE-IN-ASSETS> (6,429)
<ACCUMULATED-NII-PRIOR> 4
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 114
<AVERAGE-NET-ASSETS> 31,535
<PER-SHARE-NAV-BEGIN> 9.89
<PER-SHARE-NII> 0.21
<PER-SHARE-GAIN-APPREC> (0.16)
<PER-SHARE-DIVIDEND> (0.21)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.73
<EXPENSE-RATIO> 0.59
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK ADJUSTABLE U.S.
GOVERNMENT TRUST FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 7
<NAME> CLASS B SHARES
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1994
<PERIOD-END> SEP-30-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 29,643
<INVESTMENTS-AT-VALUE> 28,922
<RECEIVABLES> 112
<ASSETS-OTHER> 22
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 29,056
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 57
<TOTAL-LIABILITIES> 57
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 30,215
<SHARES-COMMON-STOCK> 2,979
<SHARES-COMMON-PRIOR> 3,633
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (495)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (721)
<NET-ASSETS> 28,999
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 701
<EXPENSES-NET> 78
<NET-INVESTMENT-INCOME> 623
<REALIZED-GAINS-CURRENT> (228)
<APPREC-INCREASE-CURRENT> (263)
<NET-CHANGE-FROM-OPS> 132
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 626
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 14
<NUMBER-OF-SHARES-SOLD> 3,941
<NUMBER-OF-SHARES-REDEEMED> 10,771
<SHARES-REINVESTED> 401
<NET-CHANGE-IN-ASSETS> (6,429)
<ACCUMULATED-NII-PRIOR> 4
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 114
<AVERAGE-NET-ASSETS> 31,535
<PER-SHARE-NAV-BEGIN> 9.89
<PER-SHARE-NII> 0.17
<PER-SHARE-GAIN-APPREC> (0.15)
<PER-SHARE-DIVIDEND> (0.18)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.73
<EXPENSE-RATIO> 0.92
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF JOHN HANCOCK ADJUSTABLE U.S.
GOVERNMENT FUND FOR THE SIX MONTHS ENDED SEPTEMBER 1, 1994 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 8
<NAME> ADJUSTABLE U.S. GOVERNMENT FUND
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1994
<PERIOD-END> SEP-30-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 29,089
<INVESTMENTS-AT-VALUE> 28,518
<RECEIVABLES> 5,581
<ASSETS-OTHER> 7
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 34,106
<PAYABLE-FOR-SECURITIES> 5,061
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 138
<TOTAL-LIABILITIES> 5,199
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 30,131
<SHARES-COMMON-STOCK> 2,969
<SHARES-COMMON-PRIOR> 3,623
<ACCUMULATED-NII-CURRENT> 9
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (662)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (571)
<NET-ASSETS> 28,907
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 793
<OTHER-INCOME> 0
<EXPENSES-NET> 79
<NET-INVESTMENT-INCOME> 714
<REALIZED-GAINS-CURRENT> (392)
<APPREC-INCREASE-CURRENT> (121)
<NET-CHANGE-FROM-OPS> 201
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 701
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,282
<NUMBER-OF-SHARES-REDEEMED> 10,697
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (6,415)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 4
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 63
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 112
<AVERAGE-NET-ASSETS> 31,510
<PER-SHARE-NAV-BEGIN> 9.89
<PER-SHARE-NII> 0.22
<PER-SHARE-GAIN-APPREC> (0.16)
<PER-SHARE-DIVIDEND> (0.22)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.73
<EXPENSE-RATIO> 0.35
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>