SCHEDULE 14A
(Rule 14a -101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-3006
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential. For Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
JOHN HANCOCK BOND TRUST
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(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK BOND TRUST
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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Dear Fellow Shareholder:
I am writing to ask for your vote on an important matter concerning your
investment in the John Hancock High Yield Bond Fund.
Many of the High Yield Bond Fund's current investment restrictions, which were
adopted at the Fund's inception in October 1987, reflect regulatory conditions
that are no longer in effect. Many of these restrictions were formerly required
by state securities commissions, but the requirements were eliminated by the
National Securities Markets Improvement Act of 1996. The Securities and Exchange
Commission ("SEC") has changed its position on others.
After careful consideration, your Fund's Trustees have unanimously agreed that
modernizing the High Yield Bond Fund's fundamental investment restrictions will
benefit all shareholders by providing a clearer and more concise set of
restrictions that reflect the current legal and investment environment. The
proposed changes are detailed in the enclosed proxy statement, and the rationale
for these changes is summarized in the questions and answers on the following
page. I suggest you read both thoroughly before voting.
No Change in Investment Strategy
It is important to note that the adoption of these simplified investment
restrictions will in no way alter the John Hancock High Yield Bond Fund's
objective of maximizing current income without assuming undue risk. Also, while
the range of available investment opportunities and techniques may expand as a
result of these amendments, the portfolio management team currently has no
intention of changing its investment approach.
Your Vote Makes a Difference!
No matter what the size of your investment may be, your vote is critical. I urge
you to review the enclosed materials and to complete, sign and return the
enclosed proxy ballot to us immediately. Your prompt response will help avoid
the need for additional mailings at your Fund's expense. For your convenience,
we have provided a postage-paid envelope.
If you have any questions or need additional information, please contact your
investment professional or call your Customer Service Representative at
1-800-225-5291, Monday through Friday between 8:00 A.M and 8:00 P.M.
Eastern Time. I thank you for your prompt vote on this matter.
Sincerely,
Edward J. Boudreau, Jr.
Chairman and CEO
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Q: What is the purpose of the proposed changes?
A: Many of your Fund's current investment restrictions reflect regulatory
conditions that are no longer in effect. The proposed changes to your Fund
include eliminating these obsolete restrictions on issues such as oil or gas
exploration investments. The proposal also calls for amending investment
restrictions to reflect the Securities and Exchange Commission's current
position on issues such as underwriting, loans, and diversification
requirements. In addition the proposal seeks to re-designate certain fundamental
investment restrictions as non-fundamental. These include prohibiting the
purchase of securities on margin and investing in companies for the purpose of
exercising control. Adopting these changes should not affect the way your fund
is managed, but will give it a set of investment restrictions that reflect the
current legal and investment environment.
Q: What is a "fundamental" investment restriction?
A: To protect the rights of shareholders, federal laws require that investment
companies adopt fundamental restrictions with respect to certain types of
investments and practices pertaining to a fund's investment strategy.
Fundamental investment restrictions can only be changed by a shareholder vote.
Non-fundamental restrictions further define a mutual fund's policies and risk
profile, but can be altered by a fund's board of trustees. Your Fund will still
have all the fundamental investment restrictions required by federal law if the
proposed changes are adopted.
Q: Why are some of these restrictions outdated?
A: Formerly state authorities had the ability to regulate the investment
practices of investment companies, and often required the adoption of
fundamental restrictions not required by federal law. These state mandates,
however, were not consistently applied, changed repeatedly and did not always
relate to the underlying objectives and policies of investment companies.
Consequently, state level authority was eliminated by the National Securities
Markets Improvements Act of 1996. Many of your Fund's restrictions still reflect
these obsolete regulations.
Q: What are the benefits of the proposed changes?
Modernizing the investment restrictions will give your Fund additional
flexibility to respond to new opportunities in the evolving high-yield
marketplace that match your Fund's investment objective and approach.
Simplifying your Fund's investment restrictions will also provide a clearer and
more concise picture of the characteristics and risks associated with your Fund.
Q: How do I vote?
Most shareholders typically vote by completing, signing and returning the
enclosed proxy card using the postage-paid envelope provided. If you prefer to
vote in person, you are cordially invited to attend a meeting of shareholders of
your Fund, which will be held at 9:00 A.M. on December 9, 1998 at our 101
Huntington Avenue headquarters in Boston, Massachusetts. If you vote now, you
will help avoid additonal solicitations at your Fund's expense.
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JOHN HANCOCK HIGH YIELD BOND FUND
(a series of John Hancock Bond Trust)
101 Huntington Avenue
Boston, MA 02199
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 9, 1998
This is the formal agenda for your fund's special meeting. It tells you what
matters will be voted on and the time and place of the meeting, in case you want
to attend in person.
To the shareholders of John Hancock High Yield Bond Fund:
A special meeting of shareholders of your fund will be held at 101 Huntington
Avenue, Boston, Massachusetts on Wednesday, December 9, 1998 at 9:00 a.m.,
Eastern time, to consider the following:
1(a)-(n). A proposal to amend the fund's investment restrictions. Your
board of trustees recommends that you vote FOR this proposal.
2. Any other business that may properly come before the meeting.
Shareholders of record as of the close of business on September 16, 1998 are
entitled to vote at the meeting and any related follow-up meetings.
Whether or not you expect to attend the meeting, please complete and return the
enclosed proxy card. Please take a few minutes to vote now.
By order of the board of trustees,
Susan S. Newton
Secretary
October 5, 1998
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PROXY STATEMENT OF
JOHN HANCOCK HIGH YIELD BOND FUND
(a series of John Hancock Bond Trust)
This proxy statement contains the information you should know before voting on
the proposals as summarized below.
High Yield Bond Fund will furnish without charge a copy of its Annual Report to
any shareholder upon request. Shareholders who want to obtain a copy of the
fund's report should direct all written requests to the attention of the fund,
101 Huntington Avenue, Boston, Massachusetts 02199 or should call John Hancock
Funds at 1-800-225-5291.
INTRODUCTION
This proxy statement is being used by the board of trustees of your fund to
solicit proxies to be voted at a special meeting of shareholders of your fund.
This meeting will be held at 101 Huntington Avenue, Boston, Massachusetts on
Wednesday, December 9, 1998 at 9:00 a.m., eastern time. The purpose of the
meeting is to consider:
1(a)-(n). A proposal to amend the fund's investment restrictions.
2. Any other business that may properly come before the meeting.
This proxy statement and the proxy card are being mailed to your fund's
shareholders on or about October 5, 1998.
Who is Eligible to Vote?
Shareholders of record on September 16, 1998 are entitled to attend and vote on
each proposal at the meeting or any adjourned meeting. Each share is entitled to
one vote. Shares represented by properly executed proxies, unless revoked before
or at the meeting, will be voted according to shareholders' instructions. If you
sign a proxy, but do not fill in a vote, your shares will be voted to approve
the proposals. If any other business comes before the meeting, your shares will
be voted at the discretion of the persons named as proxies.
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PROPOSALS 1(a) through 1(n)
AMENDMENT TO THE FUND'S
INVESTMENT RESTRICTIONS
John Hancock Advisers, Inc. (the "adviser") and your board of trustees
recommend that the following changes be made to modernize your fund's
fundamental investment restrictions. They recommend eliminating several obsolete
restrictions as well as amending and redesignating as non-fundamental a number
of other restrictions. The purpose of this proposal is to provide your fund with
a set of investment restrictions that reflect the current legal and investment
environment. We are asking you to vote on these changes because the restrictions
are fundamental and may be changed only with shareholder approval.
The Investment Company Act of 1940 (the "1940 Act") requires mutual
funds to adopt fundamental investment restrictions covering certain types of
investment practices. However, your fund is also subject to a number of
fundamental restrictions that are not required by the 1940 Act or any other
current laws. These restrictions were adopted in the past to reflect certain
regulatory, business or industry conditions which are no longer in effect,
especially the "blue sky" laws formerly imposed by state securities regulations.
It is also recommended that some of the fundamental restrictions be liberalized
to the extent permitted under the 1940 Act in light of current interpretive
positions of the staff of the Securities and Exchange Commission (the "SEC").
The adviser expects that you will benefit from these proposed changes
to the fund's fundamental investment restrictions in several ways. First, the
high yield bond segment of the fixed income security marketplace continues to
grow and evolve. Innovative new products, variations on existing products and
new investment techniques are constantly being introduced. The adviser carefully
evaluates all new investment opportunities to determine whether any would be
suitable for the fund given its investment objective, policies and risk profile.
The adviser believes that the proposed changes to the fund's fundamental
restrictions will provide the fund with additional flexibility to respond more
quickly to new developments and changing trends in the marketplace whenever the
adviser determines that a response is both appropriate and prudent.
Second, the proposed changes to the fund's investment restrictions are
designed to produce a clearer and more concise set of restrictions. These
revised restrictions parallel the investment restrictions of other funds managed
by the adviser, which will facilitate the adviser's compliance efforts. Also,
these revised
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restrictions should assist investors in understanding the characteristics and
risks associated with this fund and will allow for more effective comparison to
other mutual funds with similar investment objectives.
Third, the proposed changes to the fund's fundamental restrictions may
expand the range of investment opportunities and techniques available to manage
the fund's portfolio. However, the fund has no current intention of changing its
actual investment strategies as a result of these amendments. In addition, the
fund's investment objective of maximizing current income without assuming undue
risk remains the same.
Proposed Amendments to Investment Restrictions
The table below sets forth the fund's current fundamental restrictions
in the left hand column and the proposed amended restrictions in the right hand
column. The current restrictions are presented in the same order as they are
listed in the fund's statement of additional information. The amended
restrictions, if approved, will be reordered in the fund's revised statement of
additional information.
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Proposal Current Fundamental Restriction Amended Fundamental Restriction
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1(a) The Fund may not borrow money in an amount in Amended as follows: The fund may not borrow
excess of 33-1/3% of its total assets, and money, except: (i) for temporary or
then only as a temporary measure for short-term purposes or for the clearance of
extraordinary or emergency purposes (except transactions in amounts not to exceed 33 1/3%
that it may enter into a reverse repurchase of the value of the fund's total assets
agreement within the limits described in the (including the amount borrowed) taken at
Prospectus or this Statement of Additional market value; (ii) in connection with the
Information), or pledge, mortgage or redemption of fund shares or to finance
hypothecate an amount of its assets (taken at failed settlements of portfolio trades
market value) in excess of 15% of its total without immediately liquidating portfolio
assets, in each case taken at the lower of securities or other assets; (iii) in order to
cost or market value. For the purpose of this fulfill commitments or plans to purchase
restriction, collateral arrangements with additional securities pending the anticipated
respect to options, futures contracts, sale of other portfolio securities or assets;
options on futures contracts and collateral (iv) in connection with entering into reverse
arrangements with respect to initial and repurchase agreements and dollar rolls, but
variation margins are not considered a pledge only if after each such borrowing there is
of assets. asset coverage of at least 300% as defined in
the 1940 Act; and (v) as otherwise permitted
under the 1940 . Act. For purposes of this
investment restriction, the deferral of
trustees' fees and transactions in short
sales, futures contracts, options on futures
contracts, securities or indices and forward
commitment transactions shall not constitute
borrowing.
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1(a)
contd. * * * *
Explanation: The amended restriction does not
change the maximum amount of money which the
fund may borrow but makes more explicit
certain exceptions to the general prohibition
against borrowing. The amended restriction
also affords the fund additional flexibility
to borrow money for other than extraordinary
or emergency purposes if the adviser
determines such borrowing is in the best
interests of the fund and is consistent both
with the fund's investment objective and with
the requirements of the 1940 Act.
* * * *
The restriction in the second part of the
existing restriction relating to the
pledging, mortgaging or hypothecating of the
fund's assets has been eliminated. This
restriction was imposed on the fund by state
securities regulations that no longer apply
to the fund.
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1(b) The Fund may not underwrite securities issued Amended as follows: The fund may not act as
by other persons except insofar as the Fund an underwriter, except to the extent that in
may technically be deemed an underwriter connection with the disposition of portfolio
under the Securities Act of 1933 in selling a securities, the Fund may be deemed to be an
portfolio security. underwriter for purposes of the Securities
Act of 1933.
* * * *
Explanation: The 1940 Act prohibits the fund
from underwriting securities of other
issuers. The amended restriction is
substantively identical to the current
restriction, but is rewritten to conform the
restriction to the language of the other John
Hancock Funds' restrictions.
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1(c) The Fund may not purchase or retain real Amended and restated as two restrictions as
estate (including limited partnership follows: The fund may not purchase, sell or
interests but excluding securities of invest in real estate, but subject to its
companies, such as real estate investment other investment policies and restrictions
trusts, which deal in real estate or may invest in securities of companies that
interests therein and securities secured by deal in real estate or are engaged in the
real estate), or mineral leases, commodities real estate business. These companies include
or commodity contracts (except contracts for real estate investment trusts and securities
the future delivery of fixed income secured by real estate or interests in real
securities, stock index and currency futures estate. The fund may hold and sell real
and options on such futures) in the ordinary estate acquired through default, liquidation
course of its business. The Fund reserves the or other distributions of an interest in real
freedom of action to hold and to sell real estate as a result of the fund's ownership of
estate or mineral leases, commodities or securities.
commodity contracts acquired as a result of
the ownership of securities. The fund may not invest in commodities or
commodity futures contracts, except for
transactions in financial derivative
contracts, such as forward currency
contracts; financial futures contracts and
options on financial futures contracts;
options on securities, currencies and
financial indices; and swaps, caps, floors,
collars and swaptions. The fund may not
invest in commodities or commodity futures
contracts, except for transactions in
financial derivative contracts, such as
forward currency contracts; financial futures
contracts and options on financial futures
contracts; options on securities, currencies
and financial indices; and swaps, caps,
floors, collars and swaptions.
Explanation: The existing restriction
contains two unrelated restrictions. These
restrictions have been separated into two
amended restrictions for improved clarity.
The two amended restrictions are
substantively identical to the existing
restriction.
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1(d) The Fund may not invest in direct Eliminated (not required by the 1940 Act)
participation interests in oil, gas or other
mineral exploration or development programs.
Explanation: This restriction was imposed on
the fund by state securities regulations that
no longer apply to the fund. The fund does
not invest in direct participation interests
in oil, gas or other mineral exploration or
development programs as part of its
investment strategy.
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1(e) The Fund may not make loans to other persons Amended as follows: The fund may not make
except by the purchase of obligations in loans, except that the fund (1) may lend
which the Fund is authorized to invest and by portfolio securities in accordance with the
entering into repurchase agreements; provided fund's investment policies up to 33 1/3% of
that the Fund may lend its portfolio the fund's total assets taken at market
securities not in excess of 30% of its total value, (2) enter into repurchase agreements,
assets (taken at market value). and (3) purchase all or a portion of an issue
of publicly distributed debt securities, bank
Not more than 10% of the Fund's total assets loan participation interests, bank
(taken at market value) will be subject to certificates of deposit, bankers'
repurchase agreements maturing in more than acceptances, debentures or other securities,
seven days. For these purposes the purchase whether or not the purchase is made upon the
of all or a portion of an issue of debt original issuance of the securities.
securities shall not be considered the making
of a loan. * * * *
Explanation: The first part of the existing
restriction is not substantively changed, but
has been rewritten to conform to a more
modern phrasing of lending restrictions.
The second part of the existing restriction
is not required under the 1940 Act and has
been eliminated. The fund's board has adopted
a non-fundamental restriction which limits
the fund's investments in illiquid securities
to 15% of its net assets.
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1(f) The Fund may not purchase the securities of Amended as follows: With respect to 75% of
any issuer if such purchase, at the time the fund's total assets, the fund may not
thereof, would cause more than 5% of its invest more than 5% of the fund's total
total assets (taken at market value) to be assets in the securities of any single issuer
invested in the securities of such issuer, or own more than 10% of the outstanding
other than securities issued or guaranteed by voting securities of any one issuer, in each
the United States or any state or political case other than (i) securities issued or
subdivision thereof, or any political guaranteed by the U.S. Government, its
subdivision of any such state, or any agency agencies or its instrumentalities or (ii)
or instrumentality of the United States, any securities of other investment companies.
state or political subdivision thereof, or
any political subdivision of any such state. * * * *
In applying these limitations, a guarantee of
a security will not be considered a security Explanation: The amended diversification
of the guarantor, provided that the value of restriction will apply to 75% instead of 100%
all securities issued or guaranteed by that of the fund's total assets. The 100%
guarantor, and owned by the Fund, does not limitation is not required by the 1940 Act.
exceed 10% of the Fund's total assets. In This change will allow the fund to invest up
determining the issuer of a security, each to 25% of its total assets in the securities
state and each political subdivision agency, of any one issuer, which will provide the
and instrumentality of each state and each fund with additional flexibility to invest
multi-state agency of which such state is a more significantly in certain issuers when
member is a separate issuer. Where securities the adviser determines that an investment
are backed only by assets and revenues of a presents a special opportunity for the fund.
particular instrumentality, facility or This change would also increase the risks of
subdivision, such entity is considered the investing in the fund because the fund would
issuer. become more susceptible to events that effect
individual issuers.
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1(g) The Fund may not invest in companies for the Reclassified as a non-fundamental restriction
purpose of exercising control or management. (not required to be fundamental by the 1940
Act).
* * * *
Explanation: The board has adopted a
non-fundamental policy to prohibit the fund
from investing in companies for the purpose
of exercising control or management of any
company.
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1(h) The Fund may not purchase or retain in its Eliminated (not required by the 1940 Act).
portfolio any securities issued by an issuer
any of whose officers, directors, trustees or * * * *
security holders is an officer or Trustee of
such Fund, or is a member, partner, officer Explanation: This restriction was imposed by
or Director of the Adviser, if after the state securities regulations that no longer
purchase of the securities of such issuer by apply to the fund. This restriction is not
the Fund one or more of such persons owns necessary because principal transactions (the
beneficially more than 1/2 of 1% of the direct purchase or sale of securities for a
shares or securities, or both, all taken at person's own account) with affiliated persons
market value, of such issuer, and such (persons who have an existing relationship
persons owning more than 1/2 of 1% of such with the fund, such as any employee, officer
shares or securities together own or trustee of the fund) are already
beneficially more than 5% of such shares or restricted by the 1940 Act.
securities, or both, all taken at market
value.
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1(i) The Fund may not purchase any securities or Amended and reclassified as a non-
evidences of interest therein on margin, fundamental restriction (not required to be
except that the Fund may obtain such fundamental by the 1940 Act).
short-term credit as may be necessary for the
clearance of purchases and sales of * * * *
securities and the Fund may make deposits on
margin in connection with futures contracts Explanation: The board has adopted a
and related options. non-fundamental restriction prohibiting the
fund from purchasing securities on margin.
The non-fundamental restriction is
substantively identical to the existing
fundamental restriction.
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1(j) The Fund may not sell any security which the Eliminated (not required by the 1940 Act).
Fund does not own unless by virtue of its
ownership of other securities it has at the * * * *
time of sale a right to obtain securities
without payment of further consideration Explanation: Elimination of this restriction
equivalent in kind and amount to the means that the fund may engage in short sales
securities sold and provided that if such to the extent permitted by the 1940 Act. The
right is conditional the sale is made upon fund does not engage in short sales as part
equivalent conditions. of its investment strategy and has no current
intention to do so.
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1(k) The Fund may not knowingly invest in Eliminated (not required by the 1940 Act).
securities which are subject to legal or
contractual restrictions on resale or for * * * *
which there is no readily available market
(e.g., trading in the security is suspended Explanation: As noted in Proposal 1(e) above,
or market makers do not exist or will not the fund's board has adopted a
entertain bids or offers), except for non-fundamental restriction limiting the
repurchase agreements, if, as a result fund's investments in illiquid securities to
thereof more than 10% of the Fund's total 15% of its net assets.
assets (taken at market value) would be so
invested.
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1(l) The Fund may not issue any senior security Amended as follows: The fund may not issue
(as that term is defined in the [1940 Act]) senior securities, except to the extent
if such issuance is specifically prohibited permitted by the 1940 Act.
by the [1940 Act] or the rules and
regulations promulgated thereunder. For the * * * *
purpose of this restriction, collateral
arrangements with respect to options, futures Explanation: This restriction has been
contracts and options on futures contracts amended for improved clarity, but has not
and collateral arrangements with respect to been substantively changed.
initial and variation margins are not deemed
to be the issuance of a senior security.
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1(m) The Fund may not invest more than 25% of its Amended as follows: The fund may not purchase
total assets (taken at market value) in the the securities of issuers conducting their
securities of issuers engaged in any one principal activity in the same industry if,
industry, except that the Fund may invest up immediately after such purchase, the value of
to 40% of the value of its total assets in its investments in such industry would equal
the securities of issuers engaged in the or exceed 25% of its total assets taken at
electric utility and telephone industries. market value at the time of such purchase,
The Adviser follows a policy of not causing except that (i) the fund may invest up to 40%
the Fund to invest more than 25% of its total of the value of its total assets in the
assets. Obligations issued or guaranteed by securities of issuers engaged in the electric
the U.S. Government or its agencies and utility and telephone industries and (ii)
instrumentalities are not subject to the this limitation does not apply to investments
foregoing 25% limitation. The Adviser follows in obligations of the U.S. Government or any
a policy of not causing the Fund to invest of its agencies or instrumentalities. The
more than 25% of its total assets in the fund may not concentrate its investments in
securities of issuers engaged in the electric the securities of issuers engaged in the
utility industry or the telephone industry
unless yields available for four consecutive
weeks in the four highest rating categories
on new issue bonds in this
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1(m)contd. industry (issue size of $50 million or more) electric utility industry or the telephone
have averaged greater than the yields of new industry unless yields available for four
issue long-term industrial bonds similarly consecutive weeks in the four highest rating
rated (issue size of $50 million or more) categories on new issue bonds in either
and, in the opinion the Adviser, the relative industry (issue size of $50 million or more)
return available from the electric utility or have averaged greater than the yields of new
telephone industry and the relative risk, issue long-term industrial bonds similarly
marketability, quality and availability rated (issue size of $50 million or more)
of securities of this industry justifies such and, in the opinion the adviser, the utility
an investment. Obligations issued or or telephone industry and the relative risk,
guaranteed by the U.S. Government or its marketability, quality and availability of
agencies and instrumentalities relative securities of this industry justifies such an
return available from the electric are not investment.
subject to the foregoing 25% limitation. In
addition, for purposes of this limitation, * * * *
determinations of what constitutes an
industry are made in accordance with specific Explanation: The 1940 Act requires that the
industry codes set forth in the Standard fund adopt a fundamental restriction with
Industrial Classification Manual and without respect to concentrating its investments in
considering groups of industries (e.g., all particular industries. However, the 1940 Act
utilities, to be an industry). does not require that the concentration
restriction reference how industry
classifications are determined and that part
of the restriction has been eliminated.
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1(n) The Fund may not purchase securities of any Amended and incorporated into Proposal
(other than securities issued or guaranteed by the 1(f).
issuer U.S. Government or its agencies or
instrumentalities) if such purchase, at the Explanation: This restriction has been
time thereof, would cause the Fund to hold incorporated into the diversification policy
more than 10% of any class of securities of listed in Proposal 1(f) above. The amended
such issuer. For this purpose, all restriction remains substantively identical
indebtedness of an issuer shall be deemed a but will apply to 75% instead of 100% of the
single class and all preferred stock of an fund's total assets.
issuer shall be deemed a single class.
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BOARD EVALUATION AND RECOMMENDATION
The trustees believe that the proposed amendments to the fund's restrictions
will more clearly reflect current regulatory practice and will expand the
investment opportunities available to the fund. Accordingly, the trustees
recommend that you approve the proposal to change the fund's fundamental
investment restrictions as described above.
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If the required approval of a change to a restriction is not obtained, the
current investment restriction will continue in effect.
The trustees of your fund recommend that the shareholders of your fund vote for
the proposal to amend the fund's investment restrictions.
VOTING RIGHTS AND REQUIRED VOTE
Each share of your fund is entitled to one vote. Approval of each proposal
requires the affirmative vote of a majority of the shares of your fund
outstanding and entitled to vote. For this purpose, a majority of the
outstanding shares of your fund means with respect to each proposal the vote of
the lesser of
(1) 67% or more of the shares present at the meeting, if the holders of
more than 50% of the shares of the fund are present or represented by
proxy, or
(2) more than 50% of the outstanding shares of the fund.
Shares of your fund represented in person or by proxy, including shares which
abstain or do not vote with respect to a proposal, will be counted for purposes
of determining whether there is a quorum at the meeting. Accordingly, an
abstention from voting has the same effect as a vote against a proposal.
However, if a broker or nominee holding shares in "street name" indicates on the
proxy card that it does not have discretionary authority to vote on a proposal,
those shares will not be considered present and entitled to vote on that
proposal. Thus, a "broker non-vote" has no effect on the voting in determining
whether a proposal has been adopted in accordance with clause (1) above, if more
than 50% of the outstanding shares (excluding the "broker non-votes") are
present or represented. However, for purposes of determining whether a proposal
has been adopted in accordance with clause (2) above, a "broker non-vote" has
the same effect as a vote against that proposal because shares represented by a
"broker non-vote" are considered to be outstanding shares.
INFORMATION CONCERNING THE MEETING
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be solicited by
telephone, by fax or in person by the trustees, officers and employees of your
fund; by personnel of the adviser, the fund's principal distributor, John
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Hancock Funds, and the fund's transfer agent, John Hancock Signature Services,
Inc., or by broker-dealer firms. Signature Services, together with a third party
solicitation firm, has agreed to provide proxy solicitation services at a cost
of approximately $_______, which will be paid by the Fund.
The mailing address of the fund, the adviser and John Hancock Funds is 101
Huntington Avenue, Boston, Massachusetts, 02199.
Revoking Proxies
A shareholder signing and returning a proxy has the power to revoke it at any
time before it is exercised:
o By filing a written notice of revocation with your fund's
transfer agent, John Hancock Signature Services, Inc., 1 John
Hancock Way, Suite 1000, Boston, Massachusetts 02217-1000,
o By returning a duly executed proxy with a later date before
the time of the meeting, or
o If a shareholder has executed a proxy but is present at the
meeting and wishes to vote in person, by notifying the
secretary of the fund (without complying with any formalities)
at any time before it is voted.
Being present at the meeting alone does not revoke a previously executed and
returned proxy.
Outstanding Shares and Quorum
As of September 16, 1998, _____________ Class A shares __________ and Class B
shares of beneficial interest of the fund were outstanding. Only shareholders of
record on September 16, 1998 (record date) are entitled to notice of and to vote
at the meeting. A majority of the outstanding shares of the fund that are
entitled to vote will be considered a quorum for the transaction of business.
Other Business
The fund's board of trustees knows of no business to be presented for
consideration at the meeting other than the proposal. If other business is
properly brought before the meeting, proxies will be voted according to the best
judgment of the persons named as proxies.
<PAGE>
Adjournments
If a quorum is not present in person or by proxy at the time any session of the
meeting is called to order, the persons named as proxies may vote those proxies
that have been received to adjourn the meeting to a later date. If a quorum is
present but there are not sufficient votes in favor of the proposal, the persons
named as proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies concerning the proposal. Any adjournment will
require the affirmative vote of a majority of the fund's shares at the session
of the meeting to be adjourned. If an adjournment of the meeting is proposed
because there are not sufficient votes in favor of the proposal, the persons
named as proxies will vote those proxies favoring the proposal in favor of
adjournment, and will vote those proxies against the proposal against
adjournment.
Telephone Voting
In addition to soliciting proxies by mail, by fax or in person, the fund may
also arrange to have votes recorded by telephone by officers and employees of
the fund or by personnel of the adviser or transfer agent. The telephone voting
procedure is designed to verify a shareholder's identity, to allow a shareholder
to authorize the voting of shares in accordance with the shareholder's
instructions and to confirm that the voting instructions have been properly
recorded. If these procedures were subject to a successful legal challenge,
these telephone votes would not be counted at the meeting. The fund has not
obtained an opinion of counsel about telephone voting, but is currently not
aware of any challenge.
o A shareholder will be called on a recorded line at the
telephone number in the fund's account records and will be
asked to provide the shareholder's social security number or
other identifying information.
o The shareholder will then be given an opportunity to authorize
proxies to vote his or her shares at the meeting in accordance
with the shareholder's instructions.
o To ensure that the shareholder's instructions have been
recorded correctly, the shareholder will also receive a
confirmation of the voting instructions by mail.
o A toll-free number will be available in case the voting
information contained in the confirmation is incorrect.
<PAGE>
o If the shareholder decides after voting by telephone to attend
the meeting, the shareholder can revoke the proxy at that time
and vote the shares at the meeting.
OWNERSHIP OF SHARES IN THE FUNDS
To the knowledge of the fund, as of September 16, 1998, the following persons
owned of record or beneficially 5% or more of the outstanding Class A, Class B
and Class C shares of your fund.
[Insert table of 5% and less than 5% shareholders here]
As of September 16, 1998, the trustees and officers of the fund owned in the
aggregate less than 1% of the outstanding shares of the fund.
<PAGE>
Form of Proxy Card [FRONT]
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PROXY
JOHN HANCOCK HIGH YIELD BOND FUND
A SERIES OF JOHN HANCOCK BOND TRUST
The undersigned holder of shares of beneficial interest of John Hancock
High Yield Bond Fund hereby constitutes and appoints Anne C. Hodsdon, James B.
Little and Susan S. Newton, and each of them singly, proxies and attorneys of
the undersigned, with full power of substitution to each, for and in the name of
the undersigned, to vote and act upon all matters at the special meeting of
shareholders of the fund to be held on Wednesday, December 9, 1998 at the
offices of the fund, 101 Huntington Avenue, Boston, Massachusetts, at 9:00 a.m.,
eastern time, and at any and all adjournments thereof, relating to all shares of
the fund held by the undersigned or relating to all shares of the fund held by
the undersigned which the undersigned would be entitled to vote or act with all
the powers the undersigned would possess if personally present. All proxies
previously given by the undersigned relating to the meeting are hereby revoked.
ITEMS 1(a)-(n): To amend the fund's investment restrictions.
For All Against All For All Except
If you do not wish to direct the voting of your shares "For" a particular
proposed change, mark the "For All Except" box and check the "Against" box next
to the proposed change(s) listed below. Your shares will be voted "For" the
remaining proposed changes.
<TABLE>
<S> <C>
ITEM 1(a): To amend the fund's investment restriction on borrowing money. Against
ITEM 1(b): To amend the fund's investment restriction on underwriting securities. Against
ITEM 1(c): To amend the fund's investment restriction on purchasing real estate and commodities. Against
ITEM 1(d): To eliminate the fund's investment restriction on direct investments in oil, gas or Against
other mineral exploration ventures.
ITEM 1(e): To amend the fund's investment restriction on making loans. Against
ITEM 1(f): To amend the fund's investment restriction on portfolio diversification. Against
ITEM 1(g): To eliminate the fund's fundamental investment restriction on investing for the Against
purpose of exercising control and reclassify the restriction as non-fundamental.
ITEM 1(h): To eliminate the fund's investment restriction on investing in affiliated companies. Against
ITEM 1(i): To eliminate the fund's fundamental investment restriction on purchasing securities Against
on margin and reclassify the restriction as non-fundamental.
ITEM 1(j): To eliminate the fund's investment restriction on short sales. Against
ITEM 1(k): To eliminate the fund's investment restriction on investing in restricted securities. Against
ITEM 1(l): To amend the fund's investment restriction on issuing senior securities. Against
ITEM 1(m): To amend the fund's investment restriction on concentration. Against
ITEM 1(n): To amend the fund's investment restriction on diversification with respect to Against
investments in any one issuer.
</TABLE>
<PAGE>
Form of Proxy Card [REVERSE]
- --------------------------------------------------------------------------------
Specify your desired action by check marks in the appropriate space.
This proxy will be voted as specified. If no specification is made, the proxy
will be voted in favor of each item. The persons named as proxies have
discretionary authority which they intend to exercise in favor of the proposals
referred to and according to their best judgment as to any other matters which
properly come before the meeting.
o Please complete, sign, date and return this proxy in
the enclosed envelope as soon as possible.
o Please sign exactly as your name or names appear in
the box on the left. When signing as attorney, executor,
administrator, trustee or guardian, please give your full
title as such.
o If a corporation, please sign in full corporate name
by president or other authorized officer.
o If a partnership, please sign in partnership name by
authorized person.
Date ______________________________________________ , 1998
__________________________________________________________
__________________________________________________________
This proxy is solicited by the board of trustees
