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:
[ ] Preliminary Proxy Statement [ ] Confidential. For Use of the
[x] 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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Important Information
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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that are no longer in effect.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 reflects 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
pages. 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,
/s/ Edward J. Boudreau, Jr.
Edward J. Boudreau, Jr.
Chairman and CEO
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Important Information
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Q&A
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 reflects 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 share-holder 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
Improvement Act of 1996. Many of your Fund's restrictions still reflect these
obsolete regulations.
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Q&A continued
Q: What are the benefits of the proposed changes?
A: 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?
A: 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 additional 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 A 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 send a free copy of its Annual Report to any
shareholder upon request. If you want to obtain a copy of the fund's report,
please write to the fund at 101 Huntington Avenue, Boston, Massachusetts 02199,
or 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.
1
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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 can 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 that 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 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 restrictions should help investors understand the characteristics and
risks associated with this fund and allow for more effective comparison to other
mutual funds with similar investment objectives.
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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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Current Fundamental Amended Fundamental
Restriction Restriction
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Proposal 1(a) Amended as follows: The fund may
Fundamental Restriction #1. The not borrow money, except: (i) for
Fund may not borrow money in an temporary or short-term purposes or
amount in excess of 331/3% of its for the clearance of transactions
total assets, and then only as a in amounts not to exceed 331/3% of
temporary measure for extraordi- the value of the fund's total
nary or emergency purposes (except assets (including the amount
that it may enter into a reverse borrowed) taken at market value;
repurchase agreement within the (ii) in connection with the
limits described in the Prospectus redemption of fund shares or to
or this Statement of Additional finance failed settlements of
Information), or pledge, mortgage portfolio trades without
or hypothecate an amount of its immediately liquidating portfolio
assets (taken at market value) in securities or other assets; (iii)
excess of 15% of its total assets, in order to fulfill commitments or
in each case taken at the lower of plans to purchase additional
cost or market value. For the securities pending the anticipated
purpose of this restriction, sale of other portfolio securities
collateral arrangements with or assets; (iv) in connection with
respect to options, futures con- entering into reverse repurchase
tracts, options on futures agreements and dollar rolls, but
contracts and collateral only if after each such borrowing
arrangements with respect to there is asset coverage of at least
initial and variation margins are 300% as defined in the 1940 Act;
not considered a pledge of assets. 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.
* * * *
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.
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Current Fundamental Amended Fundamental
Restriction Restriction
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1(a) (cont'd) * * * *
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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Proposal 1(b) Amended as follows: The fund may
Fundamental Restriction #2. The not act as an underwriter, except
Fund may not underwrite securities to the extent that in connection
issued by other persons except with the disposition of portfolio
insofar as the Fund may technically securities, the Fund may be deemed
be deemed an underwriter under the to be an underwriter for purposes
Securities Act of 1933 in selling a of the Securities Act of 1933.
portfolio security. * * * *
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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Proposal 1(c) Amended and restated as two
Fundamental Restriction #3. The restrictions as follows: The fund
Fund may not purchase or retain may not purchase, sell or invest in
real estate (including limited real estate, but subject to its
partnership interests but excluding other investment policies and
securities of companies, such as restrictions may invest in
real estate investment trusts, securities of companies that deal
which deal in real estate or in real estate or are engaged in
interests therein and securities the real estate business. These
secured by real estate), or mineral companies include real estate
leases, commodities or commodity investment trusts and securities
contracts (except contracts for the secured by real estate or interests
future delivery of fixed income in real estate. The fund may hold
securities, stock index and and sell real estate acquired
currency futures and options on through default, liquidation or
such futures) in the ordinary other distributions of an interest
course of its business. The Fund in real estate as a result of the
reserves the freedom of action to fund's ownership of securities.
hold and to sell real estate or The fund may not invest in
mineral leases, commodities or commodities or commodity futures
commodity contracts acquired as a contracts, except for transactions
result of the ownership of in financial derivative contracts,
securities. such as forwardcurrency contracts;
financial futures contracts and
options 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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Current Fundamental Amended Fundamental
Restriction Restriction
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Proposal 1(d) Eliminated (not required by the 1940 Act).
Fundamental Restriction #4. The
Fund may not invest in direct * * * *
participation interests in oil, gas Explanation: This restriction was
or other mineral exploration or imposed on the fund by state
development programs. securities regulations that no
longer apply to the fund. The fund
does not currently plan to 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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Proposal 1(e) Amended as follows: The fund may
Fundamental Restriction #5. The not make loans, except that the
Fund may not make loans to other fund may (1) lend portfolio
persons except by the purchase of securities in accordance with the
obligations in which the Fund is fund's investment policies up to
authorized to invest and by 331/3% of the fund's total assets
entering into repurchase taken at market value, (2) enter
agreements; provided that the Fund into repurchase agreements, and (3)
may lend its portfolio securities purchase all or a portion of an
not in excess of 30% of its total issue of publicly distributed debt
assets (taken at market value). Not securities, bank loan participation
more than 10% of the Fund's total interests, bank certificates of
assets (taken at market value) will deposit, bankers acceptances,
be subject to repurchase agreements debentures or other securities,
maturing in more than seven days. whether or not the purchase is made
For these purposes the purchase of upon the original issuance of the
all or a portion of an issue of securities.
debt 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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Current Fundamental Amended Fundamental
Restriction Restriction
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Proposal 1(f) Amended as follows: With respect to
Fundamental Restriction #6. The 75% of the fund's total assets, the
Fund may not purchase the fund may not invest more than 5% of
securities of any issuer if such the fund's total assets in the
purchase, at the time thereof, securities of any single issuer or
would cause more than 5% of its own more than 10% of the
total assets (taken at market outstanding voting securities of
value) to be invested in the any one issuer, in each case other
securities of such issuer, other than (i) securities issued or
than securities issued or guaranteed by the U.S. Government,
guaranteed by the United States or its agencies or its
any state or political subdivision instrumentalities or (ii)
thereof, or any political securities of other investment
subdivision of any such state, or companies.
any agency or instrumentality of
the United States, any state or * * * *
political subdivision thereof, or
any political subdivision of any Explanation: The amended
such state. In applying these diversification restriction will
limitations, a guarantee of a apply to 75% instead of 100% of the
security will not be considered a fund's total assets. The 100%
security of the guarantor, provided limitation is not required by the
that the value of all securities 1940 Act. This change will allow
issued or guaranteed by that the fund to invest up to 25% of its
guarantor, and owned by the Fund, total assets in the securities of
does not exceed 10% of the Fund's any one issuer, which will provide
total assets. In determining the the fund with additional
issuer of a security, each state flexibility to invest more
and each political subdivision, significantly in certain issuers
agency and instrumentality of each when the adviser determines that an
state and each multi-state agency investment presents a special
of which such state is a member is opportunity for the fund. This
a separate issuer. Where securities change would also increase the
are backed only by assets and risks of investing in the fund
revenues of a particular because the fund would become more
instrumentality, facility or susceptible to events that effect
subdivision, such entity is individual issuers.
considered the issuer.
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Proposal 1(g) Reclassified as a non-fundamental
Fundamental Restriction #7. The restriction (not required to be
Fund may not invest in companies fundamental by the 1940 Act).
for the purpose of exercising * * * *
control or management.
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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Current Fundamental Amended Fundamental
Restriction Restriction
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Proposal 1(h) Eliminated (not required by the 1940 Act).
Fundamental Restriction #8. The * * * *
Fund may not purchase or retain in
its portfolio any securities issued Explanation: This restriction was
by an issuer any of whose officers, imposed by state securities
directors, trustees or security regulations that no longer apply to
holders is an officer or Trustee of the fund. This restriction is not
such Fund, or is a member, partner, necessary because principal
officer or Director of the Adviser, transactions (the direct purchase
if after the purchase of the or sale of securities for a
securities of such issuer by the person's own account) with
Fund one or more of such persons affiliated persons (persons who
owns beneficially more than 1/2 of have an existing relationship with
1% of the shares or securities, or the fund, such as any employee,
both, all taken at market value, of officer or trustee of the fund) are
such issuer, and such persons already restricted by the 1940 Act.
owning more than 1/2 of 1% of such
shares or securities together own
beneficially more than 5% of such
shares or securities, or both, all
taken at market value.
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Proposal 1(i) Amended and reclassified as a
Fundamental Restriction #9. The non-fundamental restriction (not
Fund may not purchase any required to be fundamental by the
securities or evidences of interest 1940 Act).
therein on margin, except that the
Fund may obtain such short-term * * * *
credit as may be necessary for the
clearance of purchases and sales of Explanation: The board has adopted
securities, and the Fund may make a non-fundamental restriction
deposits on margin in connection prohibiting the fund from
with futures contracts and related purchasing securities on margin.
options. The non-fundamental restriction is
substantively identical to the
existing fundamental restriction.
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Proposal 1(j) Eliminated (not required by the 1940 Act).
Fundamental Restriction #10. The
Fund may not sell any security * * * *
which the Fund does not own unless
by virtue of its ownership of other Explanation: Elimination of this
securities it has at the time of restriction means that the fund may
sale a right to obtain securities engage in short sales to the extent
without payment of further permitted by the 1940 Act. The fund
consideration equivalent in kind does not engage in short sales as
and amount to the securities sold part of its investment strategy and
and provided that if such right is has no current intention to do so.
conditional the sale is made upon
equivalent conditions.
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Current Fundamental Amended Fundamental
Restriction Restriction
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Proposal 1(k) Eliminated (not required by the 1940 Act).
Fundamental Restriction #11. The * * * *
Fund may not knowingly invest in
securities which are subject to Explanation: As noted in Proposal
legal or contractual restrictions 1(e) above, the fund's board has
on resale or for which there is no adopted a non-fundamental
readily available market (e.g., restriction limiting the fund's
trading in the security is investments in illiquid securities
suspended or market makers do not to 15% of its net assets.
exist or will not entertain bids or
offers), except for repurchase
agreements, if, as a result thereof
more than 10% of the Fund's total
assets (taken at market value)
would be so invested.
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Proposal 1(l) Amended as follows: The fund may
Fundamental Restriction #12. The not issue senior securities, except
Fund may not issue any senior to the extent permitted by the 1940
security (as that term is defined Act.
in the [1940 Act]) if such issuance
is specifically prohibited by the * * * *
[1940 Act] or the rules and
regulations promulgated thereunder. Explanation: This restriction has
For the purpose of this been amended for improved clarity,
restriction, collateral but has not been substantively
arrangements with respect to changed.
options, futures contracts and
options on futures contracts and
collateral arrangements with
respect to initial and variation
margins are not deemed to be the
issuance of a senior security.
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Current Fundamental Amended Fundamental
Restriction Restriction
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Proposal 1(m) Amended as follows: The fund may
Fundamental Restriction #13. The not purchase the securities of
Fund may not invest more than 25% issuers conducting their principal
of its total assets (taken at activity in the same industry if,
market value) in the securities of immediately after such purchase,
issuers engaged in any one the value of its investments in
industry, except that the Fund may such industry would equal or exceed
invest up to 40% of the value of 25% of its total assets taken at
its total assets in the securities market value at the time of such
of issuers engaged in the electric purchase, except that (i) the fund
utility and telephone industries. may invest up to 40% of the value
The Adviser follows a policy of not of its total assets in the
causing the Fund to invest more securities of issuers engaged in
than 25% of its total assets. the electric utility and telephone
Obligations issued or guaranteed by industries and (ii) this limitation
the U.S. Government or its agencies does not apply to investments in
and instrumentalities are not obligations of the U.S. Government
subject to the foregoing 25% or any of its agencies or
limitation. The Adviser follows a instrumentalities. The fund may not
policy of not causing the Fund to concentrate its investments in the
invest more than 25% of its total securities of issuers engaged in
assets in the securities of issuers the electric utility industry or
engaged in the electric utility the telephone industry unless
industry or the telephone industry yields available for four
unless yields available for four consecutive weeks in the four
consecutive weeks in the four highest rating categories on new
highest rating categories on new issue bonds in either industry
issue bonds in this industry (issue (issue size of $50 million or more)
size of $50 million or more) have have averaged greater than the
averaged greater than the yields of yields of new issue long-term
new issue long-term industrial industrial bonds similarly rated
bonds similarily rated (issue size (issue size of $50 million or more)
of $50 million or more) and, in the and, in the opinion the adviser,
opinion of the Adviser, the the relative return available from
relative return available from the the electric utility or telephone
electric utility or telephone industry and the relative risk,
industry and the relative risk, market-ability, quality and
marketability, quality and availability of securities of this
availability of securities of this industry justify such an
industry justifies such an investment.
investment. Obligations issued or
guaranteed by the U.S. Government * * * *
or its agencies and
instrumentalities are not subject Explanation: The 1940 Act requires
to the foregoing 25% limitation. In that the fund adopt a fundamental
addition, for purposes of this restriction with respect to
limitation, determinations of what concentrating its investments in
constitutes an industry are made in particular industries. However, the
accordance with specific industry 1940 Act does not require that the
codes set forth in the Standard concentration restriction reference
Industrial Classification Manual how industry classifications are
and without considering groups of determined, and that part of the
industries (e.g., all utilities), restriction has been eliminated.
to be an industry.
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Current Fundamental Amended Fundamental
Restriction Restriction
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Proposal 1(n) Amended and incorporated into
Fundamental Restriction #14. The Proposal 1(f).
Fund may not purchase securities of
any issuer (others than securities * * * *
issued or guaranteed by the U.S.
Government or its agencies or Explanation: This restriction has
instrumentalities) if such been incorporated into the
purchase, at the time thereof, diversification policy listed in
would cause the Fund to hold more Proposal 1(f) above. The amended
than 10% of any class of securities restriction remains substantively
of such issuer. For this purpose, identical except it will apply to
all indebtedness of an issuer shall 75% instead of 100% of the fund's
be deemed a single class and all total assets.
preferred stock of an 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.
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 those that
abstain on 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.
11
<PAGE>
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
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 $13,000, which will be paid by the fund.
The mailing address of the fund, the adviser and John Hancock Funds, Inc. 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, 34,131,057 Class A shares, 104,831,753 Class B shares
and 1,388,201 Class C 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.
12
<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, the
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.
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.
13
<PAGE>
OWNERSHIP OF SHARES IN THE FUND
As of September 16, 1998, Merrill Lynch, Pierce, Fenner & Smith, Inc. of
Jacksonville, Florida, broker-dealers, held of record 10.34% of the outstanding
Class A shares, 27.10% of the outstanding Class B shares and 23.04% of the
outstanding Class C shares, which it held on behalf of its customers who are the
beneficial owners of these shares. To the knowledge of the fund, no other
persons owned of record or beneficially 5% or more of the outstanding Class A,
Class B or Class C shares of your fund.
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.
14
<PAGE>
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<PAGE>
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<PAGE>
=======================================
Thank You
for mailing
your proxy card
promptly!
=======================================
[LOGO] JOHN HANCOCK FUNDS
A Global Investment Management Firm
John Hancock Funds, Inc., Member NASD
101 Huntington Avenue, Boston, MA 02199-7603
1-800-225-5291 1-800-554-6713 (TDD)
John Hancock(R) 570PX 9/98
<PAGE>
[LOGO] JOHN HANCOCK FUNDS
A Global Investment Management Firm
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND
THE EXPENSE OF ADDITIONAL MAILINGS
Specify your desired action by check marks in the appropriate space(s). 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.
You may either check one box to direct the voting of your shares for all items
together or you may specify the voting ofyour shares for these items
individually, whichever method you prefer.
\/ Please detach at perlocation before mailing. \/
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
To specify your desired action for all items together: FOR ALL AGAINST ALL ABSTAIN ALL
ITEMS 1(a)-(n): To amend the fund's investment restrictions. [ ] [ ] [ ] 1.
To specify your desired action for each item individually: FOR AGAINST ABSTAIN
ITEM 1(a): To amend the fund's investment [ ] [ ] [ ] 1(a).
restriction on borrowing money.
ITEM 1(b): To amend the fund's investment [ ] [ ] [ ] 1(b).
restriction on underwriting securities.
ITEM 1(c): To amend the fund's investment [ ] [ ] [ ] 1(c).
restriction on purchasing real estate and
commodities.
ITEM 1(d): To eliminate the fund's [ ] [ ] [ ] 1(d).
investment restriction on direct investments
in oil, gas or other mineral exploration
ventures.
ITEM 1(e): To amend the fund's investment [ ] [ ] [ ] 1(e).
restriction on making loans.
ITEM 1(f): To amend the fund's investment [ ] [ ] [ ] 1(f).
restriction on portfolio diversification.
ITEM 1(g): To eliminate the fund's [ ] [ ] [ ] 1(g).
fundamental investment restriction on
investing for the purpose of exercising
control and reclassify the restriction as
non-fundamental.
ITEM 1(h): To eliminate the fund's [ ] [ ] [ ] 1(h).
investment restriction on investing in
affiliated companies.
ITEM 1(i): To eliminate the fund's [ ] [ ] [ ] 1(i).
fundamental investment restriction on
purchasing securities on margin and
reclassify the restriction as
non-fundamental.
ITEM 1(j): To eliminate the fund's [ ] [ ] [ ] 1(j).
investment restriction on short sales.
ITEM 1(k): To eliminate the fund's [ ] [ ] [ ] 1(k).
investment restriction on investing in
restricted securities.
ITEM 1(l): To amend the fund's investment [ ] [ ] [ ] 1(l).
restriction on issuing senior securities.
ITEM 1(m): To amend the fund's investment [ ] [ ] [ ] 1(m).
restriction on concentration.
ITEM 1(n): To amend the fund's investment [ ] [ ] [ ] 1(n).
restriction on diversification with respect
to investments in any one issuer.
</TABLE>
<PAGE>
[LOGO] JOHN HANCOCK FUNDS
A Global Investment Management Firm
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND
THE EXPENSE OF ADDITIONAL MAILINGS
\/ Please detach at perlocation before mailing. \/
JOHN HANCOCK HIGH YIELD BOND FUND THIS PROXY IS SOLICITED
A SERIES OF JOHN HANCOCK BOND TRUST BY THE BOARD OF TRUSTEES
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.
Date ______________________________________________ , 1998
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.
__________________________________________________________
__________________________________________________________
Signature(s)
