<PAGE> 1
As filed with the Securities and Exchange Commission on June 30, 1995.
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT Of 1934
(AMENDMENT NO. )
Filed by the registrant / X /
Check the appropriate box:
/ X / Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
JOHN HANCOCK BOND FUND
- -------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK BOND FUND
- -------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ X / $125 per Rule 14a-6 and Item 22(a)(2) under the Securities
Exchange Act of 1934 (Previously transmitted by wire transfer)
<PAGE> 2
John Hancock Funds Letterhead
July 21, 1995
ADJUSTABLE U.S. GOVERNMENT TRUST
(TO BE RENAMED INTERMEDIATE MATURITY GOVERNMENT FUND)
Dear Fellow Shareholder:
I am writing to inform you that a special meeting of shareholders will be held
in September to vote on several important proposals that affect the Fund and
your investment. Please take the time to read the enclosed materials and
cast your vote on the enclosed proxy card. Please vote promptly. It is extremely
important, no matter how many shares you own.
The proposals summarized below have been carefully reviewed by your Fund's Board
of Trustees who are responsible for protecting your interests as a shareholder.
The Trustees believe these proposals are in the best interest of shareholders,
and they recommend that you vote for each proposal. Here is a brief summary of
each proposal:
1) To remove the Fund's current master/feeder operating structure and replace
it with a structure traditonal to most mutual funds.
This change will be a tax-free event and will not result in any increase
in fees for Fund shareholders.
2) To approve a new Investment Management Contract for the Fund.
The previous contract will expire with removal of the old operating
structure.
3) To change the fund's investment objective. Currently, the Fund is managed
with a strong reliance on adjustable rate securities. This has limited the
Fund's flexibility to respond to changing interest rate climates, and has
hindered its ability to meet the investment objective of high current
income. THE PROPOSED CHANGES WILL ALLOW THE FUND GREATER FLEXIBILITY TO
PURSUE AN OBJECTIVE OF EARNING "A HIGH LEVEL OF CURRENT INCOME CONSISTENT
WITH PRESERVATION OF CAPITAL AND MAINTENANCE OF LIQUIDITY."
4) To amend the fund's fundamental investment restriction regarding
investments in illiquid securities.
The proposed changes will allow the fund to be repositioned and renamed as the
JOHN HANCOCK INTERMEDIATE MATURITY GOVERNMENT FUND.
YOUR VOTE IS IMPORTANT!
We urge you to exercise your right as a shareholder and to vote by completing,
signing and returning the enclosed proxy ballot form to us immediately. Your
prompt response will help avoid the necessity for additional mailings at the
Fund's expense. For your convenience, we have provided a postage-paid
envelope.
If you have questions, please call your Customer Service Representative at
1-800-225-5291, Monday through Friday between 8:00 A.M. and 8:00 P.M. Eastern
time. Thank you for your prompt attention to these important matters.
Sincerely,
Edward J. Boudreau, Jr.
Chairman and CEO
Enclosure
<PAGE> 3
PRELIMINARY PROXY MATERIALS
JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT TRUST
(as proposed to be renamed, John Hancock Intermediate
Maturity Government Fund)
101 HUNTINGTON AVENUE
BOSTON, MASSACHUSETTS 02199
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 8, 1995
A Special Meeting of Shareholders (the "Meeting") of John Hancock
Adjustable U.S. Government Trust (the "Fund"), a series of John Hancock Bond
Fund (the "Trust") (telephone 1-800-225-5291), will be held at the office of
the Trust located at 101 Huntington Avenue, Boston, Massachusetts 02199, at
9:00 a.m., Eastern time, on Friday, September 8, 1995. The purpose of the
Meeting is to consider and act upon the following proposals:
(1) To approve the Agreement and Plan of Liquidation and Termination of
Adjustable U.S. Government Fund. Approval of this Proposal will
allow the current operating structure to be replaced by a traditional
operating structure common to most mutual funds. This change will
be tax-free and will not increase fees currently paid by shareholders.
(2) To approve the terms of a new investment management contract
between the Trust, on behalf of the Fund, and John Hancock Advisers,
Inc. (the "Adviser"). The existing contract expires automatically
with the change in operating structure outlined in Proposal 1. The
new contract contains no increase in the total fees currently paid by
the Fund for investment advisory services.
(3) To approve an amendment to the Fund's fundamental investment
objective and to redesignate the Fund's investment objective as
non-fundamental. These changes will allow the Adviser greater
flexibility to manage the Fund's portfolio appropriately in light of
ever-changing market conditions.
(4) To approve an amendment to the Fund's fundamental investment
restriction with respect to investments in illiquid securities and to
redesignate the investment restriction as non-fundamental. This
conforms the Fund's restriction to that of most other John Hancock
mutual funds.
(5) To transact other business that may properly come before the
Meeting or any adjournment of the Meeting.
YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF ALL PROPOSALS.
Shareholders of record of the Fund as of the close of business on July 14,
1995 are entitled to notice of and to vote at the Meeting or any adjournment of
the Meeting. The Proxy Statement and proxy card are being mailed to
shareholders on or about July 21, 1995.
THOMAS H. DROHAN
Senior Vice President
and Secretary
Boston, Massachusetts
July 21, 1995
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED PROXY CARD. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
MEETING.
<PAGE> 4
PRELIMINARY PROXY MATERIALS
JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT TRUST
(as proposed to be renamed, John Hancock
Intermediate Maturity Government Fund)
101 HUNTINGTON AVENUE
BOSTON, MASSACHUSETTS 02199
---------------
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Trustees of John Hancock
Bond Fund (the "Trust"), on behalf of John Hancock Adjustable U.S.
Government Trust (the "Fund"). The proxies will be used at the
special meeting (the "Meeting") of the Fund's shareholders to be
held at the offices of the Trust located on the 2nd floor at
101 Huntington Avenue, Boston, Massachusetts on Friday, Septem-
ber 8, 1995 at 9:00 a.m., Boston time. Proxies will be solicited
by mail and may also be solicited in person or by telephone by
officers, Trustees, directors and/or registered representatives of
the Trust's principal distributor, John Hancock Funds, Inc. ("John
Hancock Funds"); by employees, officers and/or directors of John
Hancock Advisers, Inc. (the "Adviser"), and the transfer agent,
John Hancock Investor Services Corporation ("Investor Services");
or by a professional solicitation organization in person or by
telephone.
The cost of preparing and mailing this Proxy Statement and the
accompanying Notice and proxy card will be borne indirectly by the
Fund. The mailing address of the Trust, the Adviser, John Hancock
Funds and Investor Services is 101 Huntington Avenue, Boston,
Massachusetts 02199. This Proxy Statement and proxy card are being
mailed to shareholders on or about July 21, 1995. The Fund's
annual report for the March 31, 1995 fiscal year was mailed to the
shareholders on or about May 31, 1995. A copy may be obtained free
of charge by writing to the Trust at the address stated above or by
calling 1-800-225-5291.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees has fixed the close of business on
July 14, 1995 as the record date (the "Record Date") for determina-
tion of shareholders of the Fund entitled to notice of and to vote
at the Special Meeting. Shareholders of record of the Fund on the
Record Date are entitled to one vote per share at the Special
Meeting or any adjournment of the meeting. On June 30, 1995,
shares of beneficial interest of the Fund were outstanding.
On June 30, 1995, the following persons owned beneficially or
of record more than 5% of the outstanding shares of the Fund:
__________________, _________________ and ___________________. On
June 30, 1995, the Fund owned ________ shares of Adjustable U.S.
Government Fund (the "Master Fund"), which are all the outstanding
shares of the Master Fund.
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<PAGE> 5
SUMMARY
At a meeting of the Trust's Board of Trustees on May 16, 1995,
the Trustees evaluated a recommendation of the Adviser and
determined that it would be in the best interests of the Fund and
its shareholders if the Fund participated in two tax-free reorgani-
zations (the "Reorganizations"), whereby the Fund would acquire in
two simultaneous transactions the assets of John Hancock
Intermediate Government Trust and John Hancock U.S. Government
Trust (the "Acquired Funds"). Each of the Acquired Funds is also a
series of the Trust. The Trustees have determined that the name of
the Fund will be changed to John Hancock Intermediate Maturity
Government Fund. In connection with the Trustees' approval of the
Reorganizations, the Trustees have voted to approve, and voted to
recommend that the Fund's shareholders approve, the proposals
discussed in greater detail below.
Shareholder approval of the proposals will enable the Fund to
participate in the Reorganizations. One of the immediate benefits
of the Reorganizations to the Fund and its shareholders will be an
increase in the Fund's asset size. Increased asset size may
enhance the diversification of the Fund's portfolio, thereby
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<PAGE> 6
reducing the risk of loss associated with holding any one security
in the portfolio. Increased asset size may also produce economies
of scale resulting in a decrease in expenses (as a percentage of
net assets) borne by the Fund and its shareholders.
This Proxy Statement does not relate directly to the
Reorganizations and shareholders are not being asked to vote on the
Reorganizations.
PROPOSAL 1
CONSIDERATION OF THE PROPOSAL TO APPROVE THE AGREEMENT AND
PLAN OF LIQUIDATION AND TERMINATION OF
ADJUSTABLE U.S. GOVERNMENT FUND
GENERAL
In 1991, the Fund was organized as a series of the Trust with
the investment objective of earning 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 Master Fund, which has an investment objective identical to
that of the Fund. This structure, whereby a mutual fund invests
all of its assets in another mutual fund, is called a "Master/
Feeder" structure. This structure allows several funds (each, a
"feeder fund") with different distribution features, but with the
same investment objective, restrictions and policies, to combine
their investments in a single master fund instead of managing them
separately. The Master/Feeder structure may produce measurable
benefits to shareholders of a feeder fund if other feeder funds
invest in the master fund, thereby increasing the master fund's
assets and producing economies of scale that result in reduced fund
expenses indirectly borne by shareholders of each feeder fund.
Because the Fund is the only investor in the Master Fund, it
has not derived any advantages from the Master/Feeder structure.
The Master/Feeder structure has not resulted in investment in the
Master Fund by other feeder funds, either affiliated with the
Adviser or not so affiliated. Because no other feeder funds are
investing in the Master Fund, the two-tier structure has resulted
in additional and unnecessary regulatory compliance that imposes
added burdens on the Fund without a concomitant benefit.
As a feeder fund in a Master/Feeder structure, the Fund
indirectly pays its share of the expenses of the Master Fund.
Because the Fund is the only feeder fund investing in the Master
Fund, the Fund has borne both its own expenses and, indirectly, the
entire amount of the Master Fund's advisory, custody and other
expenses. The abolition of the Master/Feeder structure will not
result in any increase in the fees borne directly and indirectly by
the Fund for advisory, transfer agency, custody or distribution
services. Furthermore, the administration agreement (the
"Administration Agreement") between the Trust, on behalf of the
Fund, and the Adviser will terminate upon the abolition of the
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<PAGE> 7
Master/Feeder structure and the Fund will no longer pay an
administration fee of 0.10% of the Fund's average net assets. See
Proposal 2 for additional discussion of the Administration
Agreement.
At a meeting of the Trust's Board of Trustees on May 16, 1995,
the Trustees considered alternatives available to the Fund and the
Master Fund, including liquidating and terminating the Master Fund.
The Trustees also considered appointing the Adviser to serve as the
Fund's investment adviser to manage the Fund's assets in accordance
with the Fund's investment objective, policies and restrictions.
The Trustees determined that the Master/Feeder structure provided
no measurable benefit to the Fund, the Master Fund or their
respective shareholders. The Trustees' decision was based upon
several factors including: (i) the Adviser's offer to manage the
assets of the Fund pursuant to a new investment management contract
on substantially identical terms as the current investment
management contract between the Trust, on behalf of the Master
Fund, and the Adviser (see Proposal 2 below); and (ii) the absence
of another alternative to the Master/Feeder structure that would
better serve the interests of the Fund's shareholders.
After consideration of the relevant factors, the Trustees,
including the Trustees who are not "interested persons" of the
Trust, as that term is defined (the "Independent Trustees") in the
Investment Company Act of 1940, as amended (the "1940 Act"), voted
to approve, and voted to recommend that the shareholders of the
Fund and the Master Fund approve, the abolition of the Master/
Feeder structure of the Fund in accordance with the provisions of
the Liquidation Plan, which is attached to this document as
EXHIBIT A. The following discussion of the Liquidation Plan is
qualified in its entirety by reference to EXHIBIT A.
LIQUIDATION AND TERMINATION
The Board of Trustees has determined that the abolition of the
Master/Feeder structure will be accomplished by means of a tax-free
liquidation of the Master Fund in accordance with the requirements
of Section 332 of the Internal Revenue Code of 1986, as amended
(the "Code"), and the termination of the Master Fund in accordance
with the Trust's Declaration of Trust and applicable Massachusetts
law. The conversion to a traditional, one-tier investment company
structure would be accomplished by having the Master Fund
distribute its portfolio securities and other assets, if any,
together with all of its liabilities, to the Fund in a liquidating
distribution, in complete redemption and cancellation of all of the
Master Fund's shares of beneficial interest. The Fund may elect
either to retain or sell all or any portion of these securities.
Approval of the proposal to approve the Liquidation Plan will
constitute approval of the steps necessary to effect the abolition
of the Master/Feeder structure, including the approval by the Fund,
as the sole shareholder of the Master Fund, of the liquidation and
termination of the Master Fund.
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<PAGE> 8
Consummation of the Liquidation Plan is subject to the receipt
of an opinion of Hale and Dorr, counsel to the Fund and the Master
Fund, substantially to the effect that the liquidation of the
Master Fund will qualify as a complete liquidation of the Master
Fund under Section 332 of the Code with respect to which neither
the Master Fund nor the Fund will recognize any gain or loss under
the Code, that the Fund's basis in each security distributed to it
in liquidation will be the same as the Master Fund's basis for that
security, and that the Fund's holding period for each security will
include the Master Fund's holding period for that security.
Consummation of the Liquidation Plan is also contingent upon
approval by the Fund's shareholders of an investment management
contract between the Trust, on behalf of the Fund, and the Adviser,
as described in Proposal 2.
TRUSTEES' RECOMMENDATION
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS APPROVE
THE PROPOSAL TO APPROVE THE LIQUIDATION PLAN.
If the shareholders of the Fund and the Master Fund do not
approve this Proposal and Proposal 2, the Fund will continue to
operate as a feeder fund in a Master/Feeder structure and the
Trustees will consider what future action to take, including
resubmission of the Proposal to shareholders at a future date.
Furthermore, if Proposal 1 and Proposal 2 are not approved, the
Meeting will be adjourned and no further action will be considered
at that time with respect to Proposals 3 and 4.
VOTE REQUIRED
Approval of Proposal 1 requires the affirmative vote of a
majority of the outstanding shares of the Fund represented in
person or by proxy and entitled to vote at the Meeting if a quorum
is present. With respect to the Master Fund, the Fund, as the sole
holder of shares of beneficial interest of the Master Fund, will
vote to approve or not to approve Proposal 1 in the same proportion
as the vote cast by the Fund's shareholders on Proposal 1 at the
Meeting. Because there are no other feeder funds investing in the
Master Fund, the Fund's vote will determine whether the
shareholders of the Master Fund have approved Proposal 1.
PROPOSAL 2
APPROVAL OF TERMS OF AN INVESTMENT MANAGEMENT CONTRACT
BETWEEN THE TRUST, ON BEHALF OF THE FUND,
AND JOHN HANCOCK ADVISERS, INC.
GENERAL
Under the Master/Feeder structure, the Trust, on behalf of the
Master Fund, entered into an investment management contract (the
"Master Management Contract") with the Adviser, whereby the Adviser
provides the Master Fund with investment research and portfolio
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<PAGE> 9
management services. In connection with the appointment of the
Adviser as the Master Fund's investment adviser on December 22,
1994, the investment management contract between the Master Fund
and the previous investment adviser was terminated and the Master
Management Contract was approved by the Fund's shareholders
(reflecting the Fund's status as sole shareholder of the Master
Fund) at a shareholder meeting held on December 16, 1994.
Under the Master/Feeder structure, the Fund is not required to
engage the services of an investment adviser because the Fund holds
only a redeemable interest in the Master Fund. The Fund's
shareholders, however, indirectly bear the payment of the Master
Fund's expenses, including the payment of the Master Fund's
advisory fee. If the Fund's shareholders approve the Liquidation
Plan described in Proposal 1 and the Fund's Master/Feeder structure
is abolished, the Fund will acquire all the assets and liabilities
of the Master Fund and the Master Management Contract will
terminate. Accordingly, the Fund will be required to engage an
investment adviser to manage the Fund's portfolio of investments.
At a meeting of the Board of Trustees on May 16, 1995, the
Trustees, including the Independent Trustees, voted to approve and
recommended that the Fund's shareholders approve, an investment
management contract between the Trust, on behalf of the Fund, and
the Adviser (the "Fund Management Contract"). The rate of the
advisory fee in the Fund Management Contract, as approved by the
Trustees and recommended for approval by the Fund's shareholders,
is identical to the rate of the advisory fee in the Master
Management Contract. If the Fund's shareholders do not approve
Proposal 1, the Master Fund will not be liquidated and terminated
and the Master Management Contract and the Administration Agreement
will continue in effect.
COMPARISON OF THE TERMS OF THE FUND MANAGEMENT CONTRACT AND
THE MASTER MANAGEMENT CONTRACT
Similarities between the Contracts. The material terms of the
Fund Management Contract discussed below are substantially similar
to the terms of the Master Management Contract approved on
December 16, 1994 by the Fund's shareholders. The Fund Management
Contract is attached hereto as EXHIBIT B, and the discussion of the
terms of the Contract is qualified in its entirety by reference to
EXHIBIT B.
Pursuant to the Fund Management Contract and subject to the
supervision and approval of the Board of Trustees, the Adviser is
responsible for using its best efforts to provide the Fund with
continuing and suitable investment programs, consistent with the
Fund's investment objective, policies and restrictions. Specifi-
cally, the Adviser is required to: (a) furnish the Fund with
advice and recommendations 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 and
furnish the Fund with research, economic and statistical data;
(c) provide administration of the day-to-day investment operations
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<PAGE> 10
of the Fund; (d) submit reports to the Trustees as to the valuation
of the Fund's assets and other subjects; (e) assist the Fund in
negotiations relating to the Fund's investments; (f) place orders
for the purchase and sale of portfolio securities; (g) provide
office space, equipment and supplies and executive, clerical and
secretarial personnel; (h) maintain and preserve the Fund's
records; (i) obtain and evaluate information relating to economies,
industries, businesses, security markets and securities; and
(j) oversee and evaluate the performance of agents and service
providers to the Fund. In addition, the Adviser has agreed, from
time to time or at any time requested by the Trustees, to furnish
the Trustees with reports as to the Adviser's performance under the
Fund Management Contract. Under the Fund Management Contract, the
Adviser may appoint and employ one or more subadvisers that are
satisfactory to the Fund.
The Fund Management Contract provides that the Adviser is not
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 the Fund Management Contract relates. However, the Adviser
will be liable for a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its
duties or from reckless disregard of its obligations and duties
under the Contract.
By its terms, the Fund Management Contract will continue in
effect for an initial term of two years from the date of execution
and for successive annual periods thereafter, provided that the
continuance is specifically approved at least annually by (i) the
Trustees or by (ii) a vote of a "majority" (as defined in the 1940
Act) of the Fund's outstanding voting securities, and provided
further that, in the first event, the continuance is also approved
by a majority of the Trust's Independent Trustees by vote cast in
person at a meeting called for the purpose of voting on approval.
The Fund Management Contract is terminable without penalty, on not
less than 60 days' notice by the Trustees, by the vote of a
majority of the Fund's outstanding voting securities or by the
Adviser. The Fund Management Contract terminates automatically in
the event of its "assignment" (as defined in the 1940 Act).
Differences between the Contracts. The Fund Management
Contract clarifies that the Fund may bear the allocable cost of the
Adviser's employees rendering legal, accounting and auditing
services to the Fund. In describing the calculation of the
Adviser's compensation, the Fund Management Contract makes clear
that the Adviser will receive only a pro rata portion of its
monthly fee for any periods in which the Adviser serves for less
than a full month. Both Contracts require the Adviser to reduce
its fee if the Fund's normal operating expenses are in excess of
any limitation imposed by state law in states where the Fund's
shares are qualified for sale. The Fund Management Contract
contains an additional provision permitting the Adviser to refrain
from imposing all or a portion of its fee (in advance of the time
its fee would otherwise accrue) and/or undertake to make any other
payments or arrangements necessary to limit the Fund's expenses to
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<PAGE> 11
any level the Adviser may specify. Any fee reduction or
undertaking shall constitute a binding modification of the Fund
Management Contract while it is in effect but may be discontinued
or modified prospectively by the Adviser at any time.
The Fund Management Contract provides specifically that the
Adviser may provide investment advisory services to other clients,
including other investment companies, and that the Adviser is under
no obligation to acquire any particular investment on behalf of the
Fund if, in the Adviser's sole discretion, it is not feasible or
desirable to acquire a position in that investment on behalf of the
Fund.
The Fund Management Contract states that it will governed in
accordance with the laws of The Commonwealth of Massachusetts and
that each provision of the Contract is independent of all other
provisions.
THE ADVISORY FEE AND THE FUND'S OTHER EXPENSES
Under the Fund Management Contract, the Fund will directly pay
the Adviser a monthly fee that is equal on an annual basis to 0.40%
of the Fund's average daily net assets. THIS IS THE SAME RATE OF
COMPENSATION AS IS PAID INDIRECTLY BY THE FUND TO THE ADVISER UNDER
THE MASTER MANAGEMENT CONTRACT. Although the Fund participates in
a Master/Feeder structure, and bears the Master Fund's fees and
expenses indirectly, the Fund is not a party to the Master
Management Contract. However, because no other feeder funds invest
in the Master Fund, the Fund also bears the expense of the advisory
fee paid by the Master Fund to the Adviser pursuant to the Master
Management Contract. Accordingly, the amount of the advisory fee
paid directly under the Fund Management Contract will be no higher
than the amount borne indirectly under the Master Management
Contract. Approval of the Fund Management Contract will not result
in an increase, either directly or indirectly, to any other fees
borne by the Fund.
During the Fund's fiscal year ended March 31, 1995, the Fund
indirectly paid advisory fees to the Adviser and the previous adviser of
$14,293 and $42,877, respectively. These payments reflect agreements by the
Adviser and previous adviser to reduce the Fund's and the master Fund's total
operating expenses to 0.75% and 1.40% of the average daily net assets of the
Class A shares and Class B shares, respectively. Had these expense reductions
not been in effect, the Fund would have indirectly borne advisory fees to the
Adviser and the previous adviser of $28,694 and $86,085, respectively.
If the Fund Management Contract is approved by the Fund's
shareholders, the Adviser will continue to reduce the Fund's
management fees and other annual operating expenses (not including
transfer agency fees, Rule 12b-1 fees and other class-specific
expenses) to 0.35% of the average daily net assets of the Class A
shares and Class B shares, respectively, until December 31, 1996.
As a result of this expense reduction, the Fund's total annual
operating expenses for the current fiscal year are expected to be
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<PAGE> 12
0.75% and 1.40% of the average daily net assets of Class A and
Class B shares, respectively. Without this expense reduction, the
Fund's total annual operating expenses for the current fiscal year
are estimated to be 1.37% and 2.02% of the average daily net assets
of the Class A shares and Class B shares, respectively (assuming
shareholders approve Proposal 1).
As a feeder fund in the Master/Feeder structure, the Fund
requires certain administrative and accounting services that are
provided to it by the Adviser in its capacity as administrator (the
"Administrator") pursuant to the Administration Agreement. For
these services, the Fund pays a monthly administration fee to the
Administrator equal on an annual basis to 0.10% of the Fund's
average daily net assets. If the Fund's shareholders approve the
Fund Management Contract, the Trust, on behalf of the Fund, will
terminate the Administration Agreement with the Administrator and
the Fund will no longer pay an administration fee.
During the fiscal year ended March 31, 1995, as a result of
the expense reduction described above, the Fund paid no
administration fees to the Administrator or the previous
administrator. Had this limitation not been in effect, the Fund
would have paid administration fees to the Administrator and the
previous administrator of $7,171 and $21,511, respectively.
TRUSTEES' EVALUATION AND RECOMMENDATION
At the meeting of the Board of Trustees on May 16, 1995, the
Trustees, including the Independent Trustees, approved the Fund
Management Contract and the amount of the advisory fee to be paid
by the Fund. In making this determination, the Trustees considered
several factors, including the nature, quality and scope of the
services to be provided to the Fund and the investment record of
the Adviser in managing the Master Fund and the other John Hancock
mutual funds. The Trustees also considered that the Adviser's
relationship with the Fund will provide continuity of portfolio
management services to the Fund. The Trustees believe the Fund
Management Contract and the proposed advisory fee to be reasonable,
fair and in the best interests of the Fund's shareholders.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT FUND SHAREHOLDERS
APPROVE THE FUND MANAGEMENT CONTRACT.
If the Fund Management Contract is not approved, the Trustees
will not authorize the implementation of the Liquidation Plan as
described in Proposal 1, regardless of the fact that Proposal 1 may
have been approved by the shareholders of the Fund.
VOTE REQUIRED
Approval of Proposal 2 requires the affirmative vote of a
majority of the outstanding voting securities of the Fund, as
defined in the 1940 Act, which means the lesser of (1) 67 percent
or more of the shares of the Fund represented at the Meeting if at
least 50 percent of all outstanding shares of the Fund are
represented at the Meeting or (2) 50 percent or more of the
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<PAGE> 13
outstanding shares of the Fund entitled to vote at the meeting (the
"Majority Shareholder Vote").
THE INVESTMENT ADVISER
The Adviser is a wholly-owned subsidiary of The Berkeley
Financial Group (the "Berkeley Group"), which is a wholly-owned
subsidiary of John Hancock Asset Management, which is a wholly-
owned subsidiary of John Hancock Subsidiaries, Inc., which is a
wholly-owned subsidiary of John Hancock Mutual Life Insurance
Company (the "Life Company"). The address of the Adviser is 101
Huntington Avenue, Boston, Massachusetts 02199. The address of the
other entities is John Hancock Place, Boston, Massachusetts. The
directors of the Adviser and their principal occupations or
employment are set forth under the caption, "The Directors of the
Adviser." The Adviser provides investment advisory services to
other mutual funds with investment objectives substantially
identical to that of the Fund. See EXHIBIT C for a list of those
funds and the rate of the advisory fee paid by those funds.
BROKERAGE COMMISSIONS ON PORTFOLIO TRANSACTIONS
During the Fund's fiscal year ended March 31, 1995, the Fund
paid no brokerage commissions to affiliated brokers.
OTHER MATERIAL PAYMENTS BY THE FUND TO THE ADVISER
AND AFFILIATES OF THE ADVISER
For the period from December 22, 1994 (when the Adviser was
approved as investment adviser to the Master Fund) to March 31,
1995, the Fund paid $9,013 and $21,694 to John Hancock Funds for
distribution related services on behalf of Class A and Class B
shares, respectively. It is expected that John Hancock Funds will
continue to provide these services to the Fund.
DIRECTORS OF THE ADVISER
Edward J. Boudreau, Jr., Chairman and Chief Executive Officer
of the Trust, is the principal executive officer of the Adviser.
Mr. Boudreau's principal occupations and address, as well as those
of the other Directors of the Adviser, are set forth below.
DIRECTORS OF THE ADVISER
<TABLE>
<S> <C>
Edward J. Boudreau, Jr. Chairman and Chief Executive Officer, the
101 Huntington Avenue Adviser and The Berkeley Financial Group
Boston, MA 02199 (the "Berkeley Group"); Chairman, John
Hancock Advisers International Ltd., John
Hancock Funds and Investor Services
(collectively, the "Affiliated
Companies"); Chairman, NM Capital
Management, Inc. and Sovereign Asset
Management Corporation; and Chairman,
First Signature Bank & Trust.
</TABLE>
-10-
<PAGE> 14
<TABLE>
<S> <C>
Stephen L. Brown Chairman and Chief Executive Officer, the
John Hancock Place Insurance Company; Director, the Adviser
Boston, MA 02117 and the Affiliated Companies; Trustee, The
Berkeley Group and John Hancock Asset
Management.
Foster L. Aborn Vice Chairman, Director and President,
John Hancock Place Investment and Pension Sector, the
Boston, MA 02117 Life Company; Director, the Adviser;
Director, John Hancock Subsidiaries, Inc.;
Trustee, The Berkeley Group and John
Hancock Asset Management; Director,
Hancock Venture Partners, Inc.; Director,
John Hancock Capital Growth Management,
Inc.; and Director, John Hancock Capital
Corp. and John Hancock Freedom Securities
Corp.
Richard S. Scipione Director, the Adviser, NM Capital John
Hancock Place Management, Inc., Sovereign Asset
Boston, MA 02117 Management Corporation and the Affiliated
Companies; General Counsel, the Life
Company; and Trustee, The Berkeley Group.
Thomas E. Moloney Chief Financial Officer, the Life
John Hancock Place Company; Director, the Adviser and the
Boston, MA 02117 Affiliated Companies; and Trustee, The
Berkeley Group.
John M. DeCiccio Senior Vice President, Investment John
Hancock Place Technology and Financial Management, the
Boston, MA 02117 Life Company; Director, the Adviser and
the Affiliated Companies; and Trustee, The
Berkeley Group.
Jeanne M. Livermore Senior Vice President, Group Pension
John Hancock Place Guaranteed and Stable Value Products, the
Boston, MA 02117 Life Company; Director, the Adviser, the
Affiliated Companies and John Hancock
Advisers International Ltd.; and Trustee,
The Berkeley Group.
John Goldsmith Chairman and Chief Executive Officer, John
One Beacon Street Hancock Freedom Securities Corp.;
Boston, MA 02108 Director, the Adviser and the Affiliated
Companies; and Trustee, The Berkeley
Group.
Richard O. Hansen Vice President, Managerial Department, the
John Hancock Place Life Company; Director, the Adviser
Boston, MA 02117 and the Affiliated Companies; and Trustee,
The Berkeley Group.
</TABLE>
-11-
<PAGE> 15
<TABLE>
<S> <C>
William C. Fletcher Director, the Adviser and the Affiliated
53 State Street Companies; President and Director,
Boston, MA 02109 Independence Investment Associates, Inc.;
Trustee, The Berkeley Group; Trustee,
President and Chief Executive Office, John
Hancock Asset Management; and Director,
Hancock Natural Resource Group, Inc. and
John Hancock Energy Resources Management,
Inc.
Robert G. Freedman Vice Chairman and Chief Investment
101 Huntington Avenue Director the Adviser; Director, the
Boston, MA 02199 Adviser, NM Capital Management, Inc.,
Sovereign Asset Management Corporation and
the Affiliated Companies; Senior Vice
President, The Berkeley Group; and
Director, John Hancock Advisers
International Ltd.
Robert H. Watts President, Chief Executive Officer and
John Hancock Place Director, John Hancock Distributors, Inc.;
Boston, MA 02117 and Director, the Adviser and the
Affiliated Companies.
C. Troy Shaver, Jr. President, Chief Executive Officer and
101 Huntington Avenue Director, John Hancock Funds; Director,
Boston, MA 02199 the Adviser, NM Management, Inc.,
Sovereign Asset Management Corporation and
the Affiliated Companies.
David A. King President, Chief Executive Officer and
101 Huntington Avenue Director, Investor Services; Director, the
Boston, MA 02199 Adviser and the Affiliated Companies.
</TABLE>
In addition to Messrs. Boudreau, Scipione and Freedman, the
following persons are officers and/or directors of both the Trust
and the Adviser: Anne C. Hodsdon, President of the Trust and
Executive Vice President of the Adviser; Thomas H. Drohan, Senior
Vice President and Secretary of both the Trust and the Adviser;
James B. Little, Senior Vice President and Chief Financial Officer
of the Trust and Senior Vice President of the Adviser; James K. Ho,
Senior Vice President of both the Trust and the Adviser; Barry
Evans, Senior Vice President of both the Trust and the Adviser;
Anne McDonley, Senior Vice President of both the Trust and
the Adviser; B.J. Willingham, Senior Vice President of both the
Trust and the Adviser; John A. Morin, Vice President of both the
Trust and the Adviser; Susan S. Newton, Vice President and
Compliance Officer of the Trust and Vice President and Assistant
Secretary of the Adviser; and James J. Stokowski, Vice President
and Treasurer of the Trust and Vice President of the Adviser.
SHARE OWNERSHIP
On December 16, 1995, shareholders approved the appointment
of the Adviser and also elected the Trustees to the Board of
Trustees. None of the Trustees, except Messrs. Linbeck and
Cunningham (who served as Trustees prior to the appointment of
the Adviser) has yet acquired shares of the Fund. As of June 30,
1995, Messrs. Linbeck and Cunningham beneficially owned
and shares of the Fund, respectively.
-12-
<PAGE> 16
PROPOSAL 3
APPROVAL OF AMENDMENT TO THE FUND'S FUNDAMENTAL
INVESTMENT OBJECTIVE AND REDESIGNATION OF THE
FUND'S INVESTMENT OBJECTIVE AS NON-FUNDAMENTAL
GENERAL
At a meeting of the Board of Trustees on May 16, 1995, the
Trustees, including the Independent Trustees, voted to approve, and
voted to recommend to the Fund's shareholders that they approve, a
proposal to amend the Fund's investment objective and to
redesignate the investment objective as non-fundamental.
PROPOSED AMENDED INVESTMENT OBJECTIVE
The Fund's current investment objective (as set forth in the
Fund's Prospectus) is to "earn a high level of current income
consistent with low volatility of principal" (the "Current
Objective"). The Fund's proposed investment objective would be to
"earn a high level of current income consistent with preservation
of capital and maintenance of liquidity" (the "Proposed
Objective"). As currently managed, the Fund seeks to reduce
volatility of principal by investing at least 90% of the Fund's
total assets in adjustable rate securities and in fixed rate debt
securities that have, at the time of purchase, a final maturity or
average life of less than five years. This policy limits the
flexibility of the Fund to respond to changing interest rate
environments and diminishes the Fund's opportunities to achieve
high current income.
As described above in the Summary, the Fund will be acquiring
the assets of the Acquired Funds in connection with the
Reorganizations. The Reorganizations are expected to increase the
Fund's asset size. The Proposed Objective will give the Adviser
more flexibility to seek high current income for shareholders and
to attract additional investors to the Fund. The Proposed
Objective is the same as that of John Hancock Intermediate
Government Trust, one of the Acquired Funds.
The Proposed Objective of the Fund will be non-fundamental,
which means that the investment objective may be changed at the
discretion of the Trustees without a shareholder vote. The
Trustees believe that the ability to change the Fund's investment
objective will enable the Fund to better respond to changing
economic and market conditions without incurring the expense and
delay associated with holding a shareholders' meeting. If the
Trustees were to decide at some future date to amend the Fund's
investment objective, no change would become effective until the
Fund's Prospectus and Statement of Additional Information had been
amended or supplemented to disclose the change.
In conjunction with their approval of the proposed Amendment
to the Fund's investment objective, the Trustees have also approved
several changes to the Fund's non-fundamental investment policies
-13-
<PAGE> 17
and one of the Fund's non-fundamental investment restrictions.
These changes to non-fundamental investment policies and
restrictions do not require approval by the Fund's shareholders.
Therefore, you are not being asked to vote on these changes.
The Trustees have determined that the Fund should be managed
to conform substantially to the investment policies of John Hancock
Intermediate Government Trust, one of the Acquired Funds. The Fund
has not been able to attract significant investor assets over the
past several years. However, the Adviser believes that
repositioning the Fund as an "intermediate-term" government fund
will provide the Fund and its shareholders with better
opportunities to achieve the investment objective of high current
income. The Current Objective and the investment policies of the
Fund do not give the Adviser enough investment flexibility to
manage the Fund through any but the most favorable interest rate
climates. The Adviser believes that the restructured Fund would
benefit from John Hancock's broad distribution network, and would
be in a better position to capture a greater share of the market
for intermediate-term government funds and to increase its asset
size.
The chart below summarizes the Fund's non-fundamental
investment policies and a nonfundamental investment restriction as
they are currently disclosed in the Fund's prospectus and as
proposed to be changed:
<TABLE>
<CAPTION>
Adjustable Government John Hancock Intermediate
Trust (BEFORE PROPOSED Maturity Government Fund
CHANGES) (AFTER PROPOSED CHANGES)
<S> <C> <C>
INVESTMENT Current objective is to Proposed objective is to
OBJECTIVE: earn a high level of achieve a high level of
current income, current income, consistent
consistent with low with the preservation of
volatility of principal. capital and maintenance of
liquidity.
PRIMARY Under normal At least 65% of the Fund's
INVESTMENTS: circumstances, at least assets will be invested in
65% of the Fund's assets U.S. Government securities,
are invested in including mortgage backed
adjustable rate mortgage securities issued by U.S.
securities issued or Government agencies and
guaranteed by the U.S. medium term government
Government or its notes.
agencies or
instrumentalities. At Under normal market
least 80% of the Fund's conditions, the Fund will
total assets are invested maintain a weighted average
in U.S. Government maturity of three to ten years.
securities.
</TABLE>
-14-
<PAGE> 18
<TABLE>
<S> <C> <C>
OTHER Up to 20% of the Fund's The Fund may invest in
NVESTMENTS: assets are invested in illiquid, restricted and
privately issued Rule 144A securities,
collateralized mortgage subject to a 15% limit on
obligations ("CMOs"), illiquid investments. The
mortgage-backed Fund will not be subject to
securities and U.S. additional bank regulatory
Government zero coupon limitations. The Fund may
securities. These enter into repurchase
investments are subject agreements, purchase
to additional bank securities on a forward
regulatory limitations. commitment or when-issued
For defensive purposes, basis, lend portfolio
the Fund may temporarily securities and enter into
invest without limit in reverse repurchase
short-term U.S. agreements.
Government securities.
The Fund may invest in
illiquid, restricted and
Rule 144A securities,
subject to a 10% limit on
illiquid investments.
The Fund may also enter
into repurchase
agreements, purchase
securities on a forward
commitment or when-issued
basis and lend portfolio
securities.
PERMITTED Mortgage-related The Fund may invest in
TRANSACTIONS derivatives, including mortgage-related
IN DERIVATIVE CMOs and stripped derivatives, including CMOs
INSTRUMENTS mortgage-backed and SMBS. The Fund may
securities ("SMBS"), as also invest in mortgage
well as mortgage dollar dollar rolls and engage in
rolls. hedging transactions in
futures contracts and
options on futures.
DIVERSIFICATION The Fund is diversified The Fund is diversified and
AND INDUSTRY and does not concentrate does not concentrate more
CONCENTRATION more than 25% of its than 25% of its total
total assets in any one assets in any one industry.
industry.
NON-FUNDAMENTAL The Fund may not invest The Fund may not invest in
INVESTMENT in commodities and commodities, except that
RESTRICTION commodity futures the Fund may purchase and
contracts, put or call sell options on securities and
options or any securities indices, futures
combination thereof. contracts on securities and
securities indices and options
on these futures, forward
commitments, when-issued
securities, securities index
put or call warrants and
repurchase agreements entered
into in
</TABLE>
-15-
<PAGE> 19
<TABLE>
<S> <C> <C>
accordance with the Fund's
investment policies.
</TABLE>
TRUSTEES' RECOMMENDATION
THE TRUSTEES OF THE TRUST RECOMMEND THAT THE FUND'S SHAREHOLDERS
VOTE FOR THE PROPOSAL TO AMEND THE INVESTMENT OBJECTIVE OF THE
FUND.
VOTE REQUIRED
Approval of Proposal 3 to amend the Fund's fundamental
investment objective requires a Majority Shareholder Vote as set
forth in Proposal 2 above.
PROPOSAL 4
PROPOSED AMENDMENT TO THE FUND'S
FUNDAMENTAL INVESTMENT RESTRICTION REGARDING INVESTMENTS
IN ILLIQUID SECURITIES, AND REDESIGNATION OF THIS
INVESTMENT RESTRICTION FROM FUNDAMENTAL TO NONFUNDAMENTAL
On May 16, 1995, the Trustees of the Fund, including the
Independent Trustees, voted to approve, and voted to recommend to
the Fund's shareholders that they approve, a proposal to amend the
Fund's investment restriction with respect to illiquid securities.
The proposal would permit the Fund to invest up to 15% of its net
total assets in these securities and to redesignate the
restriction from fundamental to nonfundamental.
The Fund's existing restriction limits its investments in
illiquid securities to 10% of its net assets. Under policies of
the SEC, a security is considered illiquid if it cannot be sold
within seven days at the price at which an open-end fund valued
the security on its books. In 1992, the SEC concluded that the
10% limit was overly restrictive for open-end mutual funds that
are not money market funds. Accordingly, it increased the limit
for these funds to 15% of the funds' net assets. All but a few
states' securities commissions also permit a 15% limit on illiquid
investments. Accordingly, the Trustees believe that the Fund's
current restriction should be amended to permit the Fund to invest
up to 15% of its net assets in illiquid securities.
At present, the Fund's investment restriction with respect to
illiquid securities is fundamental, which means that it can be
changed only by a vote of the Fund's shareholders. Neither the
1940 Act nor state securities laws require such a policy to be
fundamental (i.e., changeable only with shareholder approval).
Accordingly, the Trustees believe that the current fundamental
policy of the Fund concerning illiquid securities should be
deleted and replaced with an appropriate non-fundamental policy.
-16-
<PAGE> 20
Consistent with the SEC's current position on liquidity, the
Trustees have adopted a nonfundamental restriction (which would be
effective upon shareholder approval) that would permit the Fund to
invest up to 15% of its net assets in illiquid securities.
In addition, the Trustees have adopted procedures under which
the Adviser may determine that certain securities, which were not
issued in a pubic offering registered under the Securities Act of
1933, are nevertheless liquid by virtue of the existence of a
trading market as permitted by Rule 144A under such Act.
Accordingly, it is proposed that the existing investment
restriction be modified as discussed below and be adopted as a
nonfundamental investment restriction. For purposes of this
investment restriction, the staff of the SEC considers, and the
Fund will treat, over-the-counter options to be illiquid and
subject to the 15% limitation. The Board of Trustees considered
that, as an open-end mutual fund, the Fund must have sufficient
liquidity to redeem its shares daily in accordance with the 1940
Act and, in addition, must be able to value each portfolio
security accurately in order to compute its net asset value each
day and effect purchase and redemption orders at the correct
price. Therefore, a higher percentage of illiquid securities in
the Fund's portfolio may increase the risk that the Fund may have
difficulty in accurately valuing its portfolio or in raising
sufficient cash to satisfy redemption requests. The Trustees
nevertheless believe that the flexibility that accompanies the
proposed change will benefit the Fund by keeping it competitive
with other funds, including those within the John Hancock fund
complex that currently have the flexibility to invest up to 15% of
their net assets in illiquid securities.
The Fund's current fundamental investment restriction
regarding illiquid securities states that:
"The Fund may not: . . .
(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 . . .) 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 . . .."
The Trustees recommend that the shareholders vote to replace
this restriction with the following new nonfundamental restriction
regarding illiquid securities:
-17-
<PAGE> 21
"The Fund may not: . . .
(j) Purchase any security, including any repurchase
agreement maturing in more than seven days, which is not
readily marketable, if more than 15% of the net assets
of the Fund, taken at market value, would be invested in
these securities."
TRUSTEES' RECOMMENDATION
THE TRUSTEES RECOMMEND THAT THE FUND'S SHAREHOLDERS ADOPT THE
PROPOSED CHANGE TO THE FUND'S INVESTMENT RESTRICTION WITH RESPECT
TO ILLIQUID SECURITIES.
REQUIRED VOTE
Approval of the proposed change to the Fund's investment
restriction requires a Majority Shareholder Vote as defined above
in Proposal 2.
-18-
<PAGE> 22
OTHER MATTERS
The Trust's management knows of no business to be brought
before the Meeting except as described above. However, if any
other matters properly come before the Meeting, the persons named
in the enclosed form of proxy intend to vote on these matters in
accordance with their best judgment. If shareholders would like
additional information about the matters proposed for action, the
Trust's management will be glad to hear from them and to provide
further information.
PROXIES AND VOTING AT THE MEETING
Any person giving a proxy has the power to revoke it any time
prior to its exercise by executing a superseding proxy or by
submitting a written notice of revocation to the Secretary of the
Trust. In addition, although mere attendance at the Meeting will
not revoke a proxy, a Fund shareholder present at the Meeting may
withdraw his or her proxy and vote in person. All properly
executed and unrevoked proxies received in time for the Meeting
will be voted in accordance with the instructions contained in the
proxies. If no instruction is given, the persons named as proxies
will vote the shares of the Fund represented thereby in favor of
the matters set forth in Proposals 1, 2, 3 and 4, and will use
their best judgment in connection with the transaction of other
business that may properly come before the Special Meeting or any
adjournment thereof.
In the event that, at the time any session of the Special
Meeting is called to order, a quorum is not present in person or
by proxy, the persons named as proxies may vote those proxies that
have been received to adjourn the Meeting to a later date. In the
event that a quorum is present but sufficient votes by Fund
-19-
<PAGE> 23
shareholders in favor of Proposals 1, 2, 3 and 4 have not been
received, the persons named as proxies will vote those proxies
which they are entitled to vote in favor of the relevant Proposal
for such an adjournment, and will vote those proxies required to
be voted against the Proposal against any adjournment. A
shareholder vote may be taken on one or more of the Proposals in
the Proxy Statement prior to the adjournment if sufficient votes
for its approval have been received and it is otherwise
appropriate.
Shares of beneficial interest of the Fund represented in
person or by proxy (including shares which abstain or do not vote
with respect to one or more of the Proposals presented for
shareholder approval) will be counted for purposes of determining
whether a quorum is present at the Meeting. Abstentions will be
treated as shares that are present and entitled to vote with
respect to each Proposal, but will not be counted as a vote in
favor of the Proposal. Accordingly, an abstention from voting on
a Proposal has the same effect as a vote against the Proposal. As
noted above, the adoption by the Fund's shareholders of
Proposals 2, 3 and 4 requires the affirmative vote of the lesser
of (i) 67 percent or more of the Fund's outstanding voting
securities present at the Special Meeting, if the holders of more
than 50 percent of the Fund's shares of beneficial interest are
present or represented by proxy; or (ii) 50 percent or more of the
Fund's outstanding shares of beneficial interest. If a broker or
nominee holding shares in "street name" indicates on the proxy
that it does not have discretionary authority to vote as to a
particular Proposal, those shares will not be considered as
present and entitled to vote with respect to the Proposal.
Accordingly, a "broker non-vote" has no effect on the voting in
determining whether a Proposal has been adopted pursuant to item
(i) above. However, in determining whether a Proposal has been
adopted pursuant to item (ii) above, because shares represented by
a "broker non-vote" are considered outstanding shares, a "broker
non-vote" will have the same effect as a vote against the
Proposal.
The Fund is the sole shareholder of the Master Fund as of the
Record Date and the Fund will vote its interest in the Master Fund
to approve or not approve Proposal 1 on September 8, 1995 in the
same proportion as the votes cast by the Fund's shareholders at
the Fund Meeting.
SHAREHOLDERS' PROPOSALS
The Trust is not required, and does not intend, to hold
meetings of shareholders each year. Instead, meetings will be
held only when and if required. Any shareholders desiring to
present a proposal for consideration at the next meeting for
shareholders of the Trust must submit the proposal in writing, so
that it is received by the Trust at 101 Huntington Avenue, Boston,
Massachusetts 02199 within a reasonable time before any meeting.
July 21, 1995 JOHN HANCOCK ADJUSTABLE
U.S. GOVERNMENT TRUST
-20-
<PAGE> 24
EXHIBIT A
AGREEMENT AND PLAN OF LIQUIDATION AND TERMINATION OF
ADJUSTABLE U.S. GOVERNMENT FUND
This Agreement and Plan of Liquidation and Termination (the
"Liquidation Plan") between Adjustable U.S. Government Fund (the "Master Fund")
and John Hancock Adjustable U.S. Government Trust (the "Feeder Fund"), each of
which is a series of John Hancock Bond Fund (the "Trust"), is for the purpose
of effecting the liquidation and termination of the Master Fund in accordance
with the requirements of the Internal Revenue Code of 1986, as amended (the
"Code"), and applicable Massachusetts law.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. The Liquidation Plan shall become effective upon formal adoption
by the affirmative vote of the Trustees of the Trust, the shareholder of the
Master Fund and the shareholders of the Feeder Fund. Consummation of the
Liquidation Plan is subject to (i) the receipt of an opinion of Hale and Dorr,
counsel to the Master Fund and the Feeder Fund, substantially to the effect
that the liquidation of the Master Fund will qualify as a complete liquidation
of the Master Fund under Section 332 of the Code with respect to which neither
the Master Fund nor the Feeder Fund will recognize any gain or loss under the
Code, and that the Feeder Fund's basis in each security distributed to it in
liquidation will be the same as the Master Fund's basis for that security, and
that the Feeder Fund's holding period for each such security will include the
Master Fund's holding period for that security; and (ii) approval by the
shareholders of the Feeder Fund of an investment management contract between
the Trust, on behalf of the Feeder Fund, and John Hancock Advisers, Inc.
2. After September 22, 1995 (the "Liquidation Date"), the Master Fund
shall not perform business activities other than those required for the winding
up of its affairs, preserving the value of its assets, and distributing its
assets in accordance with the Liquidation Plan. The transfer of all of the
Master Fund's assets and liabilities to the Feeder Fund as the sole shareholder
of the Master Fund in liquidation and the termination of the Master Fund are to
be effected on or as promptly as possible after the Liquidation Date and are
intended to be completed not later than the close of the taxable year of the
Master Fund in which the liquidating distribution is made. If more than one
liquidating distribution is made, all such distributions must in any event be
completed within three (3) years from the close of the Master Fund's taxable
year during which the first liquidating distribution under the Liquidation Plan
is made.
3. After settlement of any claims, liabilities and expenses required
to be paid prior to the distribution described in this sentence, the Master
Fund shall distribute, transfer and assign
<PAGE> 25
all of its remaining assets, subject to all of its liabilities, whether
known or unknown, to the Feeder Fund by appropriate instruments of transfer,
in complete redemption or cancellation of all the Master Fund's shares of
beneficial interest.
4. The Trustees and officers of the Trust shall cause to be executed
and filed any and all documents necessary or appropriate to completely
liquidate the Master Fund in accordance with the foregoing in a manner that
qualifies as a "complete liquidation" within the meaning of Section 332 of the
Code and to terminate the Master Fund as a series of the Trust under the laws
of The Commonwealth of Massachusetts. The Trustees and officers shall execute
and file, or provide for the execution and filing of, any final income tax
returns of the Master Fund required to be filed, Treasury Department Form 966
and all other tax returns, information statements, certificates, documents, and
other information required to be filed by reason of the complete liquidation
and termination of the Master Fund.
5. The officers and trustees of the Master Fund shall execute and
consummate the Liquidation Plan, and shall have power to adopt all resolutions,
execute all documents, file all papers, and take all necessary action they deem
necessary or desirable for the complete liquidation and termination of the
Master Fund.
IN WITNESS WHEREOF, the parties hereto have caused the Liquidation Plan
to be executed by their respective duly authorized officers, this 13th day of
June, 1995.
JOHN HANCOCK BOND FUND, on behalf of
ADJUSTABLE U.S. GOVERNMENT FUND
By:-------------------------------------
Title:----------------------------------
JOHN HANCOCK BOND FUND, on behalf ofJOHN
HANCOCK ADJUSTABLE U.S. GOVERNMENT TRUST
By:-------------------------------------
Title:----------------------------------
- 2 -
<PAGE> 26
EXHIBIT B
JOHN HANCOCK INTERMEDIATE MATURITY GOVERNMENT FUND
(a series of John Hancock Bond Fund)
101 Huntington Avenue
Boston, Massachusetts 02199
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
Form of
Investment Management Contract
------------------------------
Ladies and Gentlemen:
John Hancock Bond Fund (the "Trust"), of which John Hancock Intermediate
Maturity Government Fund (the "Fund") is a series, 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, par value $.01 per share, may be divided into series, each series
representing the entire undivided interest in a separate portfolio of assets.
This Agreement relates solely to the Fund.
The Board of Trustees of the Trust (the "Trustees") has selected John Hancock
Advisers, Inc. (the "Adviser") to provide overall investment advice and
management for the Fund, and to provide certain other services, as more fully
set forth below, and the Adviser is willing to provide such advice, management
and services under the terms and conditions hereinafter set forth.
Accordingly, the Adviser and the Trust, on behalf of the Fund, agree as
follows:
1. DELIVERY OF DOCUMENTS. The Trust has furnished the Adviser
with copies, properly certified or otherwise authenticated, of
each of the following:
(a) Declaration of Trust of the Trust, dated November 27,
1984, as amended from time to time (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
<PAGE> 27
(c) Resolutions of the Trustees selecting the Adviser as investment
adviser for the Fund and approving the form of this Agreement;
(d) Commitments, limitations and undertakings made by the Fund to state
securities or "blue sky" authorities for the purpose of qualifying
shares of the Fund for sale in such states; and
(e) The Trust's Code of Ethics.
The Trust will furnish to the Adviser from time to time copies, properly
certified or otherwise authenticated, of all amendments of or supplements to
the foregoing, if any.
2. INVESTMENT AND MANAGEMENT SERVICES. The Adviser will use its best
efforts to provide to the Fund continuing and suitable investment programs
with respect to investments, consistent with the investment objectives,
policies 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 Fund's then-current Prospectus and Statement
of Additional Information included in the registration statement of the
Trust 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 objectives, policies and restrictions of the Fund, with
respect to the purchase, holding and disposition of portfolio
securities, alone or in consultation with any sub-adviser or sub-
advisers appointed pursuant to this Agreement and subject to the
provisions of any sub-investment management contract respecting the
responsibilities of such sub-adviser or sub-advisers;
(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;
2
<PAGE> 28
(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 8 of this
Agreement, place orders for the purchase, sale or
exchange of portfolio securities with brokers or dealers
selected by the Adviser, PROVIDED that in connection
with the placing of such orders and the selection of
such brokers or dealers the Adviser 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;
(g) provide office space and office 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 Fund of the Adviser's
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 all books and records with respect to the
Fund's securities transactions required by the 1940 Act,
including sub-paragraphs (b)(5), (6), (9) and (10) and
paragraph (f) of Rule 31a-1 thereunder (other than those
records being maintained by the Fund's custodian or
transfer agent) and preserve such records for the
periods prescribed therefor by Rule 31a-2 of the 1940
Act (the Adviser agrees that such records are the
property of the Fund and will be surrendered to the Fund
promptly upon request therefor);
(j) obtain and evaluate such information relating to
economies, industries, businesses, securities markets
and securities as the Adviser may deem necessary or
useful in the discharge of the Adviser's duties
hereunder;
(k) oversee, and use the Adviser's best efforts to assure
the performance of the activities and services of the
3
<PAGE> 29
custodian, transfer agent or other similar agents
retained by the Fund; 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.
3. SUBADVISERS. 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 to
which the Trust and the Adviser shall be parties, 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 of the Trust, 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.
4. EXPENSES PAID BY THE ADVISER. The Adviser 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 expenses of the Fund;
(c) any other expenses incurred by the Adviser in connection
with the performance of its duties hereunder; and
(d) premiums for such insurance as may be agreed upon by the
Adviser and the Trustees.
5. EXPENSES OF THE FUND NOT PAID BY THE ADVISER. The Adviser
will not be required to pay any expenses which this Agreement does
not expressly make payable by it. In particular, and without
limiting the generality of the foregoing but subject to the
provisions of Section 4, the Adviser will not be required to pay
under this Agreement:
4
<PAGE> 30
(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 Trust and 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 shares of the Trust 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 the
Adviser and of independent advisers, independent
contractors, consultants, managers and other
unaffiliated agents employed by the Fund other than
through the Adviser;
(d) legal (including an allocable portion of the cost of its
employees rendering legal services to the Fund),
accounting and auditing fees and expenses of the Fund;
(e) the fees and 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 Fund's
assets and payable by the Fund;
(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.
6. COMPENSATION OF THE ADVISER. For all services to be
rendered, facilities furnished and expenses paid or assumed by the
Adviser as herein provided, the Adviser shall be entitled to a
fee, paid monthly in arrears, at the annual rate of 0.40% of the
average daily net assets of the Fund for the preceding month.
The "average daily net assets" of the Fund shall be
determined on the basis set forth in the Fund's Prospectus or
5
<PAGE> 31
otherwise consistent with the 1940 Act and the regulations
promulgated thereunder. The Adviser will receive a pro rata
portion of such monthly fee for any periods in which the Adviser
serves as investment adviser to the Fund for less than a full
month. On any day that the net asset value calculation is
suspended as specified in the Fund's Prospectus, the net asset
value for purposes of calculating the advisory fee shall be
calculated as of the date last determined.
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 the law of a state where the
Fund has registered its shares of beneficial interest, the fee
payable to the Adviser will be reduced to the extent required by
law, and the Adviser will make any additional arrangements that
the Adviser is required by law to make.
In addition, the Adviser may agree not to impose all or a
portion of its fee (in advance of the time its fee would otherwise
accrue) and/or undertake to make any other payments or
arrangements necessary to limit the Fund's expenses to any level
the Adviser may specify. Any fee reduction or undertaking shall
constitute a binding modification of this Agreement while it is in
effect but may be discontinued or modified prospectively by the
Adviser at any time.
7. OTHER ACTIVITIES OF THE ADVISER AND ITS AFFILIATES. Nothing
herein contained shall prevent the Adviser or any affiliate or
associate of the Adviser from engaging in any other business or
from acting as investment adviser or investment manager for any
other person or entity, whether or not having investment policies
or portfolios similar to the Fund's; and it is specifically
understood that officers, directors and employees of the Adviser
and those of its parent company, John Hancock Mutual Life
Insurance Company, or other affiliates may continue to engage in
providing portfolio management services and advice to other
investment companies, whether or not registered, to other
investment advisory clients of the Adviser or of its affiliates
and to said affiliates themselves.
The Adviser shall have no obligation to acquire with respect
to the Fund a position in any investment which the Adviser, its
officers, affiliates or employees may acquire for its or their own
accounts or for the account of another client, if, in the sole
discretion of the Adviser, it is not feasible or desirable to
acquire a position in such investment on behalf of the Fund.
Nothing herein contained shall prevent the Adviser from purchasing
or recommending the purchase of a particular security for one or
more funds or clients while other funds or clients may be selling
the same security.
6
<PAGE> 32
8. AVOIDANCE OF INCONSISTENT POSITION. In connection with
purchases or sales of portfolio securities for the account of the
Fund, neither the Adviser nor any of its investment management
subsidiaries, nor any of the Adviser's or such investment
management subsidiaries' directors, officers or employees will act
as principal or agent or receive any commission, except as may be
permitted by the 1940 Act and rules and regulations promulgated
thereunder. If any occasions shall arise in which the Adviser
advises persons concerning the shares of the Fund, the Adviser
will act solely on its own behalf and not in any way on behalf of
the Fund. Nothing herein contained shall limit or restrict the
Adviser or any of its officers, affiliates or employees from
buying, selling or trading in any securities for its or their own
account or accounts.
9. NO PARTNERSHIP OR JOINT VENTURE. Neither the Trust, the Fund
nor the Adviser are 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.
10. NAME OF THE TRUST AND THE FUND. The Trust and the Fund may
use the name "John Hancock" or any name or names derived from or
similar to the names "John Hancock Advisers, Inc." or "John
Hancock 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
that they lawfully can) cease to use such a name or any other name
indicating that the Fund is advised by or otherwise connected with
the Adviser. The Fund acknowledges that it has adopted the name
"John Hancock Intermediate Maturity 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 or names 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.
11. LIMITATION OF LIABILITY OF THE ADVISER. The Adviser shall
not be liable for any error of judgment or mistake of law or for
any loss suffered by the Fund in connection with the matters to
which this Agreement 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 reckless
disregard by it of its obligations and duties under this
Agreement. Any person, even though also employed by the Adviser,
who may be or become an employee of and paid by the Fund shall be
deemed, when acting within the scope of his employment by the
7
<PAGE> 33
Fund, to be acting in such employment solely for the Fund and not
as the Adviser's employee or agent.
12. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement
shall remain in force until June 30, 1997, 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 the Adviser or (other than as Board
members) 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
vote of a majority of the outstanding voting securities of the
Fund, by the Trustees or by the Adviser. Termination of this
Agreement shall not be deemed to terminate or otherwise invalidate
any provisions of any contract between the Adviser 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 12, the definitions contained in Section 2(a) of the
1940 Act (particularly the definitions of "assignment,"
"interested person" and "voting security") shall be applied.
13. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought, and no amendment, transfer, assignment, sale,
hypothecation or pledge of this Agreement shall be effective until
approved by (a) the Trustees, including a majority of the Trustees
who are not interested persons of the Adviser 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) a majority of the
outstanding voting securities of the Fund, as defined in the 1940
Act.
14. GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of The Commonwealth of
Massachusetts.
15. SEVERABILITY. The provisions of this Agreement are
independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue
of the fact that for any reason any other or others of them may be
deemed invalid or unenforceable in whole or in part.
16. 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
8
<PAGE> 34
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. The name John Hancock Intermediate
Maturity Government Fund is a series designation of the Trustees
under the Trust's Declaration of Trust. The Declaration of Trust
has been filed with the Secretary of State of The Commonwealth of
Massachusetts. 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 upon the Fund and its property. The Fund
shall not be liable for the obligations of any other series of the
Trust and no other series shall be liable for the Fund's
obligations hereunder.
9
<PAGE> 35
Yours very truly,
JOHN HANCOCK BOND FUND
on behalf of John Hancock Intermediate
Maturity Government Fund
By:
-----------------------------------
Title:
---------------------------------
The foregoing contract
is hereby agreed to as
of the date hereof.
JOHN HANCOCK ADVISERS, INC.
By:
-----------------------
Title:
---------------------
10
<PAGE> 36
EXHIBIT C
<TABLE>
The Adviser provides investment advisory services to the following John
Hancock funds with investment objectives substantially identical to that of
the Fund:
<CAPTION>
NAME OF FUND ASSET SIZE ADVISORY FEE
(as of 3/31/95)
<S> <C> <C>
John Hancock Intermediate $8,305,602 0.50% of the fund's
Government Trust average daily net
assets.(1)
John Hancock U.S. Govern- $17,780,907 0.65% of the first
ment Trust $200,000,000 of
the fund's average
daily net assets;
0.625% on the next
$300,000,000; and
$0.60% in excess
of $500,000,000.
John Hancock Limited Term $214,660,384 0.60% of the first
Government Fund $250,000,000 of the
fund's average daily
net assets; 0.55% of the
next $250,000,000; and
0.50% in excess of
$500,000,000.
- ----------------------
(1) The Adviser has temporarily agreed to reduce this fund's total annual
operating expenses for Class A and Class B shares (not including transfer
agency fees, Rule 12b-1 fees and other class-specific expenses) to 1.30% and
2.05%, respectively, of average daily net assets.
</TABLE>
<PAGE> 37
JOHN HANCOCK ADJUSTABLE U.S. GOVERNMENT TRUST
(as proposed to be renamed, John Hancock Intermediate
Maturity Government Fund)
PROXY SOLICITATION BY THE BOARD OF TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward J.
Boudreau, Jr., Thomas H. Drohan and James B. Little, with full power of
substitution in each, to vote all the shares of beneficial interest of John
Hancock Adjustable U.S. Government Trust ("Adjustable Government Trust"), a
series of John Hancock Bond Fund (the "Trust"), which the undersigned is (are)
entitled to vote at the Special Meeting of Shareholders (the "Meeting") of
Adjustable Government Trust to be held at 101 Huntington Avenue, Boston,
Massachusetts, on September 8, 1995 at 9:00 a.m., Boston time, and at any
adjournment of the Meeting. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting, or, if only one votes and acts,
then by that one. Receipt of the Proxy Statement dated July , 1995 is hereby
acknowledged. If not revoked, this proxy shall be voted:
(1) To approve the Agreement and Liquidation and Termination of
Adjustable U.S. Government Fund. Approval of this Proposal will
allow the current operating structure to be replaced by a
traditional legal structure common to most mutual funds. This
change will be tax-free and will not increase fees currently paid
by shareholders.
____ ____ ____
FOR :____: AGAINST :____: ABSTAIN :____:
(2) To approve the terms of a new investment management contract
between the Trust, on behalf of the Fund, and John Hancock
Advisers, Inc. (the "Adviser"). The existing contract expires
automatically with the change in operating structure outlined in
Proposal 1. The new contract contains no increase in the total
fees currently paid by the Fund for investment advisory services.
____ ____ ____
FOR :____: AGAINST :____: ABSTAIN :____:
(3) To approve an amendment to the Fund's fundamental investment
objective and to redesignate the Fund's investment objective as
non-fundamental. These changes will allow the Adviser greater
flexibility to manage the Fund's portfolio appropriately in light
of ever-changing market conditions.
____ ____ ____
FOR :____: AGAINST :____: ABSTAIN :____:
(4) To approve an amendment to the Fund's fundamental investment
restriction with respect to investments in illiquid securities and
to redesignate the investment restriction as non-fundamental.
This conforms the Fund's restriction to that of most other John
Hancock mutual funds.
____ ____ ____
FOR :____: AGAINST :____: ABSTAIN :____:
(5) In the discretion of said proxy or proxies, to transact other
business that may properly come before the Meeting or any
adjournment of the Meeting.
<PAGE> 38
THIS PROXY SHALL BE VOTED IN FAVOR OF (FOR) PROPOSALS (1), (2), (3) and (4) IF
NO SPECIFICATION IS MADE ABOVE. AS TO ANY OTHER MATTER, SAID PROXY OR PROXIES
SHALL VOTE IN ACCORDANCE WITH THEIR BEST JUDGMENT.
Date _____________________, 1995 _______________________________
Signature(s)
_______________________________
NOTE: Signature(s) should agree
with name(s) printed herein. When
signing as attorney, executor,
administrator, trustee or guardian,
please give your full title as
such. If a corporation, please
sign in full corporate name by
president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
