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SIGNATURE SUSAN S. NEWTON
TITLE VICE PRESIDENT
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<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
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<EXPENSE-RATIO> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 053
<NAME> JOHN HANCOCK MILLENNIUM GROWTH FUND - CLASS C
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-01-1998
<PERIOD-END> OCT-31-1999
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 061
<NAME> JOHN HANCOCK 500 INDEX FUND - CLASS A
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-01-1998
<PERIOD-END> OCT-31-1999
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<EXPENSE-RATIO> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 062
<NAME> JOHN HANCOCK 500 INDEX FUND - CLASS B
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-01-1998
<PERIOD-END> OCT-31-1999
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<EXPENSE-RATIO> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 063
<NAME> JOHN HANCOCK 500 INDEX FUND - CLASS C
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-01-1998
<PERIOD-END> OCT-31-1999
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<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 067
<NAME> JOHN HANCOCK 500 INDEX FUND - CLASS R
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-01-1998
<PERIOD-END> OCT-31-1999
<INVESTMENTS-AT-COST> 35,523,528
<INVESTMENTS-AT-VALUE> 36,298,529
<RECEIVABLES> 91,203
<ASSETS-OTHER> 56,349
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 36,446,081
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 35,582
<TOTAL-LIABILITIES> 35,582
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 35,546,627
<SHARES-COMMON-STOCK> 3,555,454
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 72,758
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (10,141)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 801,255
<NET-ASSETS> 36,410,499
<DIVIDEND-INCOME> 76,611
<INTEREST-INCOME> 24,490
<OTHER-INCOME> 0
<EXPENSES-NET> 28,343
<NET-INVESTMENT-INCOME> 72,758
<REALIZED-GAINS-CURRENT> (10,141)
<APPREC-INCREASE-CURRENT> 801,255
<NET-CHANGE-FROM-OPS> 863,872
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 36,603,448
<NUMBER-OF-SHARES-REDEEMED> 1,056,821
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 36,410,499
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 24,801
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 109,554
<AVERAGE-NET-ASSETS> 34,950,506
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.22
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
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<PER-SHARE-NAV-END> 10.24
<EXPENSE-RATIO> 0.40
</TABLE>
JOHN HANCOCK SERIES TRUST
Amendment of Section 5.11 and
Establishment and Designation of
Class A Shares, Class B Shares, and Class C Shares
of Beneficial Interest of
John Hancock Real Estate Fund
a Series of John Hancock Series Trust
The undersigned, being a majority of the Trustees of John
Hancock Series Trust, a Massachusetts business Trust (the
"Trust"), acting pursuant to the Declaration of Trust dated
September 10, 1996, as amended from time to time (the
"Declaration of Trust"), do hereby establish an additional series
of shares of the Trust (the "Shares"), having rights and
preferences set forth in the Declaration of Trust and in the
Trust's Registration Statement on Form N-1A, which Shares shall
represent undivided beneficial interests in a separate portfolio
of assets of the Trust (the "Fund") designated "John Hancock Real
Estate Fund". The Shares are divided to create three classes of
Shares of the Fund as follows:
1. The three classes of Shares of the Fund established and
designated hereby are "Class A Shares", "Class B Shares",
and "Class C Shares", respectively.
2. Class A Shares, Class B Shares, and Class C Shares
shall each be entitled to all of the rights and preferences
accorded to Shares under the Declaration of Trust.
3. The purchase price of Class A Shares, of Class B
Shares, and of Class C Shares, the method of determining the
net asset value of Class A Shares, of Class B Shares, and of
Class C Shares, and the relative dividend rights of holders
of Class A Shares, of holders of Class B Shares, and of
holders of Class C Shares shall be established by the
Trustees of the Trust in accordance with the provisions of
the Declaration of Trust and shall be as set forth in the
Prospectus and Statement of Additional Information of the
Fund included in the Trust's Registration Statement, as
amended from time to time, under the Securities Act of 1933,
as amended and/or the Investment Company Act of 1940, as
amended.
The Declaration of Trust is hereby amended to the extent
necessary to reflect the establishment of such additional series
of Shares, effective November 1, 1999.
Amendment of Section 5.11
The undersigned, being a majority of the Trustees of John
Hancock Series Trust, a Massachusetts business trust (the
"Trust"), acting pursuant to Section 8.3 of the Declaration of
Trust dated September 10, 1996, as amended from time to time, do
hereby amend Section 5.11, effective November 1, 1999, as
follows:
1. Section 5.11 (a) shall be deleted and replaced with the
following:
Without limiting the authority of the Trustees set
forth in Section 5.1 to establish and designate
any further Series or Classes, the Trustees hereby
establish the following Series: John Hancock
Global Technology Fund, John Hancock Millennium
Growth Fund, and John Hancock Real Estate Fund,
each of which consists of Class A Shares, Class B
Shares, and Class C Shares; John Hancock Small Cap
Growth Fund, which consists of Class A Shares,
Class B Shares, Class C Shares, and Class I
Shares; and John Hancock 500 Index Fund, which
consists of Class A Shares, Class B Shares, Class
C Shares, and Class R Shares (the "Existing
Series").
Capitalized terms not otherwise defined shall have the
meaning set forth in the Declaration of Trust.
IN WITNESS WHEREOF, the undersigned have executed this
instrument as of this 14th day of September 1999.
_____________________________
____
Edward J. Boudreau, Jr.
_____________________________
____
Charles L. Ladner
_____________________________
____
Stephen L. Brown
_____________________________
____
Leo E. Linbeck, Jr.
_____________________________
____
James F. Carlin
_____________________________
____
Steven R. Pruchansky
_____________________________
____
William H. Cunningham
_____________________________
____
Richard S. Scipione
_____________________________
____
Ronald R. Dion
_____________________________
____
Norman H. Smith
_____________________________
____
Harold R. Hiser, Jr.
_____________________________
____
John P. Toolan
_____________________________
____
Anne C. Hodsdon
The Declaration of Trust, a copy of which, together with all
amendments thereto, is on file in the office of the Secretary of
State of The Commonwealth of Massachusetts, provides that no
Trustee, officer, employee or agent of the Trust or any Series
thereof shall be subject to any personal liability whatsoever to
any Person, other than to the Trust or its shareholders, in
connection with Trust Property or the affairs of the Trust, save
only that arising from bad faith, willful misfeasance, gross
negligence or reckless disregard of his/her duties with respect
to such Person; and all such Persons shall look solely to the
Trust Property, or to the Trust Property of one or more specific
Series of the Trust if the claim arises from the conduct of such
Trustee, officer, employee or agent with respect to only such
Series, for satisfaction of claims of any nature arising in
connection with the affairs of the Trust.
COMMONWEALTH OF MASSACHUSETTS )
)ss
COUNTY OF SUFFOLK )
Then personally appeared the above-named Edward J. Boudreau,
Jr., Stephen L. Brown, James F. Carlin, William H. Cunningham,
Ronald R. Dion, Harold R. Hiser, Jr., Anne C. Hodsdon, Charles L.
Ladner, Leo E. Linbeck, Jr., Steven R. Pruchansky, Richard S.
Scipione, Norman H. Smith and John P. Toolan, who acknowledged
the foregoing instrument to be his or her free act and deed,
before me, this 14th day of September, 1999.
__________________________________
Notary Public
My Commission
Expires:______________
s:\dectrust\amendmts\series\realestate\establishrealestate
JOHN HANCOCK SERIES TRUST
Establishment and Designation of
Class A Shares, Class B Shares and Class C Shares
of Beneficial Interest of
John Hancock Millennium Growth Fund
a Series of John Hancock Series Trust
The undersigned, being a majority of the Trustees of John
Hancock Series Trust, a Massachusetts business Trust (the
"Trust"), acting pursuant to the Declaration of Trust dated
September 10, 1996, as amended from time to time (the
"Declaration of Trust"), do hereby establish an additional series
of shares of the Trust (the "Shares"), having rights and
preferences set forth in the Declaration of Trust and in the
Trust's Registration Statement on Form N-1A, which Shares shall
represent undivided beneficial interests in a separate portfolio
of assets of the Trust (the "Fund") designated "John Hancock
Millennium Growth Fund". The Shares are divided to create three
classes of Shares of the Fund as follows:
1. The three classes of Shares of the Fund established and
designated hereby are "Class A Shares", "Class B Shares",
and "Class C Shares", respectively.
2. Class A Shares, Class B Shares, and Class C Shares
shall each be entitled to all of the rights and preferences
accorded to Shares under the Declaration of Trust.
3. The purchase price of Class A Shares, of Class B
Shares, and of Class C Shares, the method of determining the
net asset value of Class A Shares, of Class B Shares, and of
Class C Shares, and the relative dividend rights of holders
of Class A Shares, of holders of Class B Shares, and of
holders of Class C Shares shall be established by the
Trustees of the Trust in accordance with the provisions of
the Declaration of Trust and shall be as set forth in the
Prospectus and Statement of Additional Information of the
Fund included in the Trust's Registration Statement, as
amended from time to time, under the Securities Act of 1933,
as amended and/or the Investment Company Act of 1940, as
amended.
The Declaration of Trust is hereby amended to the extent
necessary to reflect the establishment of such additional series
of Shares, effective June 1, 1999.
Capitalized terms not otherwise defined shall have the
meaning set forth in the Declaration of Trust.
IN WITNESS WHEREOF, the undersigned have executed this
instrument as of this 9th day of March, 1999.
_____________________________
____
Edward J. Boudreau, Jr.
_____________________________
____
Charles L. Ladner
_____________________________
____
James F. Carlin
_____________________________
____
Leo E. Linbeck, Jr.
_____________________________
____
William H. Cunningham
_____________________________
____
Steven R. Pruchansky
_____________________________
____
Ronald R. Dion
_____________________________
____
Richard S. Scipione
_____________________________
____
Harold R. Hiser, Jr.
_____________________________
____
Norman H. Smith
_____________________________
____
Anne C. Hodsdon
_____________________________
____
John P. Toolan
The Declaration of Trust, a copy of which, together with all
amendments thereto, is on file in the office of the Secretary of
State of The Commonwealth of Massachusetts, provides that no
Trustee, officer, employee or agent of the Trust or any Series
thereof shall be subject to any personal liability whatsoever to
any Person, other than to the Trust or its shareholders, in
connection with Trust Property or the affairs of the Trust, save
only that arising from bad faith, willful misfeasance, gross
negligence or reckless disregard of his/her duties with respect
to such Person; and all such Persons shall look solely to the
Trust Property, or to the Trust Property of one or more specific
Series of the Trust if the claim arises from the conduct of such
Trustee, officer, employee or agent with respect to only such
Series, for satisfaction of claims of any nature arising in
connection with the affairs of the Trust.
STATE OF FLORIDA )
)ss
COUNTY OF )
Then personally appeared the above-named Edward J. Boudreau,
Jr., James F. Carlin, William H. Cunningham, Ronald R. Dion, Anne
C. Hodsdon, Charles L. Ladner, Leo E. Linbeck, Jr., Steven R.
Pruchansky, Norman H. Smith, and John P. Toolan, who acknowledged
the foregoing instrument to be his or her free act and deed,
before me, this 9th day of March, 1999.
__________________________________
Notary Public
My Commission
Expires:______________
s:\dectrust\amendmts\series\establish newmillennium.doc
JOHN HANCOCK MILLENNIUM GROWTH FUND
(a series of John Hancock Series Trust)
101 Huntington Avenue
Boston, Massachusetts 02199
June 1, 1999
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
Investment Management Contract
- ----------------------------------------
Ladies and Gentlemen:
John Hancock Series Trust (the "Trust"), of which John
Hancock Millennium Growth 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, no par
value, 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 dated September 10, 1996, as
amended from time to time (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Adviser as
investment adviser for the Fund and approving the form
of this Agreement;
(d) 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 subadviser or subadvisers
appointed pursuant to this Agreement and subject to the
provisions of any sub-investment management contract
respecting the responsibilities of such subadviser or
subadvisers;
(b) advise the Fund in connection with policy decisions to
be made by the Trustees or any committee thereof with
respect to the Fund's investments and, as requested,
furnish the Fund with research, economic and statistical
data in connection with the Fund's investments and
investment policies;
(c) provide administration of the day-to-day investment
operations of the Fund;
(d) submit such reports relating to the valuation of the
Fund's securities as the Trustees may reasonably
request;
(e) assist the Fund in any negotiations relating to the
Fund's investments with issuers, investment banking
firms, securities brokers or dealers and other
institutions or investors;
(f) consistent with the provisions of Section 7 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 subparagraphs (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
custodian, transfer agent or other similar agents
retained by the Fund;
(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;
and
(m) appoint and employ one or more sub-advisors satisfactory
to the Fund under sub-investment management agreements.
3. EXPENSES PAID BY THE ADVISER. The Adviser will pay:
(a) the compensation and expenses of all officers and
employees of the Trust;
(b) the expenses of office rent, telephone and other
utilities, office furniture, equipment, supplies and
other expenses of the Fund; and
(c) any other expenses incurred by the Adviser in connection
with the performance of its duties hereunder.
4. 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 3, the Adviser will not be required
to pay under this Agreement:
(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, accounting, financial management, tax and
auditing fees and expenses of the Fund (including an
allocable portion of the cost of its employees rendering
such services to 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;
(i) the expense of periodic calculations of the net asset
value of the shares of the Fund; and
(j) insurance premiums on fidelity, errors and omissions and
other coverages.
5. 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 an annual rate equal to 0.75%
of the average daily net asset value of the Fund.
The "average daily net assets" of the Fund shall be
determined on the basis set forth in the Fund's Prospectus or
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.
6. 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.
7. 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.
8. 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.
9. 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 Millennium Growth 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 nonexclusive
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.
10. 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 Trust 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 Trust shall
be deemed, when acting within the scope of his employment by the
Fund, to be acting in such employment solely for the Trust and
not as the Adviser's employee or agent.
11. DURATION AND TERMINATION OF THIS AGREEMENT. This
Agreement shall remain in force until June 30, 2000, 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 11, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "assignment," "interested person" and "voting
security") shall be applied.
12. 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.
13. GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of The Commonwealth of
Massachusetts.
14. 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.
15. MISCELLANEOUS. The captions in this Agreement are
included for convenience of reference only and in no way define
or limit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument. The name John Hancock Millennium
Growth 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 Trust, 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.
Yours very truly,
JOHN HANCOCK SERIES TRUST
on behalf of John Hancock Millennium
Growth Fund
By: ___________________________
Anne C. Hodsdon
President
The foregoing contract
is hereby agreed to as
of the date hereof.
JOHN HANCOCK ADVISERS, INC.
By: ___________________________
John A. Morin
Vice President and Secretary
s:\funds\series\millennium\invmgcnt.doc
- - 9 -
JOHN HANCOCK SERIES TRUST
Instrument Changing Names of Series of Shares of the Trust
The Trustees of John Hancock Series Trust (the "Trust"),
hereby amend the Trust's Declaration of Trust dated September 10,
1996, as amended from time to time, to the extent necessary to
reflect the change of the name of John Hancock Emerging Growth
Fund to John Hancock Small Cap Growth Fund, effective June 1,
1999.
IN WITNESS WHEREOF, the undersigned have executed this
instrument this 9th day of March, 1999.
_____________________________
____
Edward J. Boudreau, Jr.
_____________________________
____
Charles L. Ladner
_____________________________
____
James F. Carlin
_____________________________
____
Leo E. Linbeck, Jr.
_____________________________
____
William H. Cunningham
_____________________________
____
Steven R. Pruchansky
_____________________________
____
Ronald R. Dion
_____________________________
____
Richard S. Scipione
_____________________________
____
Harold R. Hiser, Jr.
_____________________________
____
Norman H. Smith
_____________________________
____
Anne C. Hodsdon
_____________________________
____
John P. Toolan
The Declaration of Trust, a copy of which, together with all
amendments thereto, is on file in the office of the Secretary of
State of The Commonwealth of Massachusetts, provides that no
Trustee, officer, employee or agent of the Trust or any Series
thereof shall be subject to any personal liability whatsoever to
any Person, other than to the Trust or its shareholders, in
connection with Trust Property or the affairs of the Trust, save
only that arising from bad faith, willful misfeasance, gross
negligence or reckless disregard of his/her duties with respect
to such Person; and all such Persons shall look solely to the
Trust Property, or to the Trust Property of one or more specific
Series of the Trust if the claim arises from the conduct of such
Trustee, officer, employee or agent with respect to only such
Series, for satisfaction of claims of any nature arising in
connection with the affairs of the Trust.
STATE OF FLORIDA )
)ss
COUNTY OF )
Then personally appeared the above-named Edward J. Boudreau,
Jr., James F. Carlin, William H. Cunningham, Ronald R. Dion, Anne
C. Hodsdon, Charles L. Ladner, Leo E. Linbeck, Jr., Steven R.
Pruchansky, Norman H. Smith, and John P. Toolan, who acknowledged
the foregoing instrument to be his or her free act and deed,
before me, this 9th day of March, 1999.
__________________________________
Notary Public
My Commission
Expires:______________
s:\dectrust\amendmts\series\June99 name change.doc
AMENDMENT TO SUB-INVESTMENT MANAGEMENT CONTRACT
1. It is hereby agreed that on June 8, 1999, the Trustees
voted to amend Section 5 of the Fund's Sub-Investment Management
Contract. The amendment reduced the compensation to the Sub-
Adviser, effective as of the close of business on June 30, 1999,
as follows:
(i) 0.35% of the first $100,000,000 of the average daily
net asset value of the Fund; (ii) 40% of the investment
advisory fee received by the Adviser for the next
$700,000,000 of average daily net assets; and (iii) 0.10%
of the average daily net asset value of the Fund in excess
of $800,000,000.
Executed this 8th day of June, 1999.
JOHN HANCOCK SERIES TRUST
on behalf of John Hancock Global Technology
Fund
By:
_______________________________________________
____
President, Chief Investment Officer and
Chief Operating Officer
JOHN HANCOCK ADVISERS, INC.
By:
___________________________________________
Vice President and Corporate Secretary
AMERICAN FUND ADVISORS, INC.
By:
___________________________________________
AMENDMENT TO INVESTMENT MANAGEMENT CONTRACT
1. It is hereby agreed that on June 8, 1999, the Trustees
voted to amend Section 5 of the Fund's Investment Management
Contract. The amendment reduced the compensation to the
Adviser, effective as of the close of business on June 30, 1999,
as follows:
(a) a management fee, paid monthly in arrears, at an annual
rate equal to (i) 0.85% of the average daily net asset
value of the Fund up to $100,000,000 of average daily net
assets; (ii) 0.75% of the average daily net asset value of
the Fund for the next $700,000,000 of average daily net
assets; (iii) 0.70% of the average daily net asset value of
the Fund in excess of $800,000,000; and
(b) an administrative fee of $100,000 per year, payable
monthly, for the Fund.
Executed this 8th day of June, 1999.
JOHN HANCOCK SERIES TRUST
on behalf of John Hancock Global Technology
Fund
By:
_______________________________________________
____
President, Chief Investment Officer and
Chief Operating Officer
JOHN HANCOCK ADVISERS, INC.
By:
___________________________________________
Vice President and Corporate Secretary
JOHN HANCOCK SERIES TRUST
Establishment and Designation of
Class A Shares, Class B Shares Class C Shares and Class R
of Beneficial Interest of
John Hancock 500 Index Fund
a Series of John Hancock Series Trust
The undersigned, being a majority of the Trustees of John
Hancock Series Trust, a Massachusetts business Trust (the
"Trust"), acting pursuant to the Declaration of Trust dated
September 10, 1996, as amended from time to time (the
"Declaration of Trust"), do hereby establish an additional series
of shares of the Trust (the "Shares"), having rights and
preferences set forth in the Declaration of Trust and in the
Trust's Registration Statement on Form N-1A, which Shares shall
represent undivided beneficial interests in a separate portfolio
of assets of the Trust (the "Fund") designated "John Hancock 500
Index Fund". The Shares are divided to create three classes of
Shares of the Fund as follows:
1. The four classes of Shares of the Fund established and
designated hereby are "Class A Shares", "Class B Shares",
"Class C Shares", and "Class R Shares", respectively.
2. Class A Shares, Class B Shares, Class C, and Class R
Shares shall each be entitled to all of the rights and
preferences accorded to Shares under the Declaration of
Trust.
3. The purchase price of Class A Shares, of Class B
Shares, of Class C Shares, and of Class R Shares, the method
of determining the net asset value of Class A Shares, of
Class B Shares, of Class C Shares, and of Class R Shares,
and the relative dividend rights of holders of Class A
Shares, of holders of Class B Shares, of holders of Class C
Shares, and of holders of Class R Shares shall be
established by the Trustees of the Trust in accordance with
the provisions of the Declaration of Trust and shall be as
set forth in the Prospectus and Statement of Additional
Information of the Fund included in the Trust's Registration
Statement, as amended from time to time, under the
Securities Act of 1933, as amended and/or the Investment
Company Act of 1940, as amended.
The Declaration of Trust is hereby amended to the extent
necessary to reflect the establishment of such additional classes
of Shares, effective August 18, 1999.
Capitalized terms not otherwise defined shall have the
meaning set forth in the Declaration of Trust.
IN WITNESS WHEREOF, the undersigned have executed this
instrument as of this 8th day of June, 1999.
_____________________________
____
Edward J. Boudreau, Jr.
_____________________________
____
Charles L. Ladner
_____________________________
____
Stephen L. Brown
_____________________________
____
Leo E. Linbeck, Jr.
_____________________________
____
James F. Carlin
_____________________________
____
Steven R. Pruchansky
_____________________________
____
William H. Cunningham
_____________________________
____
Richard S. Scipione
_____________________________
____
Ronald R. Dion
_____________________________
____
Norman H. Smith
_____________________________
____
Harold R. Hiser, Jr.
_____________________________
____
John P. Toolan
_____________________________
____
Anne C. Hodsdon
The Declaration of Trust, a copy of which, together with all
amendments thereto, is on file in the office of the Secretary of
State of The Commonwealth of Massachusetts, provides that no
Trustee, officer, employee or agent of the Trust or any Series
thereof shall be subject to any personal liability whatsoever to
any Person, other than to the Trust or its shareholders, in
connection with Trust Property or the affairs of the Trust, save
only that arising from bad faith, willful misfeasance, gross
negligence or reckless disregard of his/her duties with respect
to such Person; and all such Persons shall look solely to the
Trust Property, or to the Trust Property of one or more specific
Series of the Trust if the claim arises from the conduct of such
Trustee, officer, employee or agent with respect to only such
Series, for satisfaction of claims of any nature arising in
connection with the affairs of the Trust.
COMMONWEALTH OF MASSACHUSETTS )
)ss
COUNTY OF SUFFOLK )
Then personally appeared the above-named Edward J. Boudreau,
Jr., Stephen L. Brown, James F. Carlin, William H. Cunningham,
Ronald R. Dion, Harold R. Hiser, Jr., Anne C. Hodsdon, Charles L.
Ladner, Steven R. Pruchansky, Richard S. Scipione, Norman H.
Smith, and John P. Toolan, who acknowledged the foregoing
instrument to be his or her free act and deed, before me, this
8th day of June, 1999.
__________________________________
Notary Public
My Commission
Expires:______________
s:\dectrust\amendmts\series\establish 500Index.doc
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement")
is made this 9th day of August, 1999, between John Hancock
Investment Trust, a Massachusetts business trust (the "Existing
Trust"), on behalf of John Hancock Real Estate Fund (the "Fund"),
and John Hancock Series Trust, a Massachusetts business trust
(the "Successor Trust"), each with principal offices at 101
Huntington Avenue, Boston, Massachusetts 02199.
1. Plan of Reorganization and Liquidation
(a) The Existing Trust, on behalf of the Fund, shall
assign, sell, convey, transfer and deliver to a new
series of the Successor Trust (the "Successor Fund") at
the Closing provided for in Section 2 (hereinafter
called the "Closing") all of its then existing assets
of every kind and nature. In consideration therefor,
the Successor Trust, on behalf of the Successor Fund,
agrees that at the Closing (i) the Successor Fund shall
assume all of the Fund's obligations and liabilities
then existing, whether absolute, accrued, contingent or
otherwise, including all unpaid fees and expenses of
the Fund in connection with the transactions
contemplated hereby and (ii) the Successor Trust shall
issue and deliver to the Fund a number of full and
fractional shares of each class of shares of beneficial
interest of the Successor Fund (the "Successor Fund
Shares"), which is equal to the number of full and
fractional shares of the corresponding class of shares
of the Fund then outstanding.
(b) Upon consummation of the transactions described in
paragraph (a) of this Section 1, the Existing Trust, on
behalf of the Fund, shall distribute in complete
liquidation pro rata to its shareholders of record as
of the Closing Date the Successor Fund Shares received
by the Fund. This distribution shall be accomplished
by establishing an account on the share record books of
the Successor Fund in the name of each shareholder of
each class of shares of the Fund, representing with
respect to each class of shares of the Successor Fund
the number of full and fractional Successor Fund Shares
equal to the number of shares of the corresponding
class of shares of the Fund owned of record by the
shareholder at the Closing Date.
(c) As promptly as practicable after the above liquidation
of the Fund, the legal existence of the Fund shall be
terminated.
2. Closing and Closing Date. The Closing shall occur at the
end of the day on October 29, 1999 or at such later time and date
as the parties may mutually agree (the "Closing Date").
3. Conditions Precedent. The obligations of the Existing
Trust, the Fund, the Successor Trust and the Successor Fund to
effect the transactions contemplated hereunder (the
"Reorganization") shall be subject to the satisfaction of each of
the following conditions:
(a) All such filings shall have been made with, and all
such authorizations and orders shall have been received
from, the Securities and Exchange Commission (the
"SEC") and state securities commissions as may be
necessary to permit the parties to carry out the
transactions contemplated by this Agreement.
(b) Each party shall have received an opinion of counsel
substantially to the effect that for federal income tax
purposes: (1) the acquisition of the assets and
assumption of the liabilities of the Fund by the
Successor Fund in return for Successor Fund Shares, the
distribution of such Successor Fund Shares to the
shareholders of the Fund in complete liquidation of the
Fund, and the termination of the Fund will constitute a
"reorganization" within the meaning of Section
368(a)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), and the Successor Fund and the
Fund will each be "a party to a reorganization" within
the meaning of Section 368(b) of the Code; (2) no gain
or loss will be recognized by the Fund upon the
transfer of all of its assets to the Successor Fund
solely in exchange for the Successor Fund Shares and
the assumption by the Successor Fund of the liabilities
of the Fund and the distribution by the Fund of such
Successor Fund Shares to the shareholders of the Fund;
(3) no gain or loss will be recognized by the Successor
Fund upon the receipt of all of the assets of the Fund
in exchange solely for Successor Fund Shares and the
assumption by the Successor Fund of the liabilities of
the Fund; (4) the tax basis of the Successor Fund in
assets received from the Fund will be the same as the
tax basis of such assets in the hands of the Fund
immediately prior to the transfer of such assets to the
Successor Fund; (5) the Successor Fund's tax holding
period for the assets acquired from the Fund will
include, in each instance, the Fund's tax holding
period for those assets; (6) no gain or loss will be
recognized by the Fund's shareholders upon the exchange
of their shares of the Fund solely for Successor Fund
Shares as part of the reorganization; (7) the tax basis
of the Successor Fund Shares received by the Fund's
shareholders in the transaction will be, for each
shareholder, the same as the tax basis of the shares of
the Fund exchanged therefor; and (8) the tax holding
period of the Successor Fund Shares received by the
Fund's shareholders will include, for each shareholder,
the shareholder's tax holding period for the shares of
the Fund surrendered therefor, provided that the
surrendered shares were held as capital assets in the
hands of the Fund's shareholders on the date of the
exchange. The opinion may cover any additional matters
deemed material by such counsel.
(c) This Agreement and the Reorganization shall have been
adopted and approved by the affirmative vote of the
holders of a majority of the shares of the Fund
outstanding and entitled to vote (as defined by the
Investment Company Act of 1940, as amended (the "1940
Act")). All shares of the Fund will be voted together
as a single class.
(d) The Successor Trust, on behalf of the Successor Fund,
shall have entered into an Investment Management
Contract with John Hancock Advisers, Inc. which shall
be substantially identical in form and substance to the
Investment Management Contract in effect at the Closing
Date between the Fund and John Hancock Advisers, Inc.
The Investment Management Contract shall have been
approved by the Trustees of the Successor Trust,
including, to the extent required by law, the Trustees
of the Successor Trust who are not "interested persons"
of the Trust as defined in the 1940 Act.
(e) The Successor Trust, on behalf of the Successor Fund,
shall have entered into a Transfer Agency Agreement
with John Hancock Signature Services, Inc. and a
Distribution Agreement with John Hancock Funds, Inc.
These agreements shall be in each case substantially
identical in form and substance to those respective
agreements in effect at the Closing Date between the
Fund and said other parties. These agreements shall
have been approved by the Trustees of the Successor
Trust and, to the extent required by law, by the
Trustees of the Successor Trust who are not "interested
persons" of the Trust as defined in the 1940 Act.
(f) The Trustees of the Successor Trust, including those
Trustees of the Successor Trust who are not "interested
persons" of the Successor Trust as defined in the 1940
Act, shall have selected as auditors for the Successor
Fund such auditors as shall have been selected and
ratified for the Fund. This selection shall have been
ratified by the Fund as the sole shareholder of the
Successor Fund prior to the consummation of the
Reorganization.
(g) The Successor Trust, on behalf of the Successor Fund,
shall have adopted a Class A Shares Distribution Plan
and a Class B Shares Distribution Plan pursuant to Rule
12b-1 under the 1940 Act substantially identical in
form and substance to the Fund's Class A Shares
Distribution Plan and Class B Shares Distribution Plan,
respectively, in effect on the Closing Date. Each of
the Successor Fund's Distribution Plans shall be
approved by the Trustees of the Successor Trust in
accordance with Rule 12b-1 and by the Fund, as the sole
shareholder of the Successor Fund, prior to the
consummation of the Reorganization.
At any time prior to the Closing, any of the foregoing conditions
except 3(c) may be waived by the Board of Trustees of the
Existing Trust or the Board of Trustees of the Successor Trust
if, in their judgment, the waiver will not have a material
adverse effect on the interests of the shareholders of the Fund.
4. Amendment. This Agreement may be amended at any time by
action of the Trustees of the Existing Trust and the Trustees of
the Successor Trust, notwithstanding approval thereof by the
shareholders of the Fund, provided that no amendment shall have a
material adverse effect on the interests of the shareholders of
the Fund.
5. Termination. The Board of Trustees of the Existing Trust or
the Board of Trustees of the Successor Trust may terminate this
Agreement and abandon the Reorganization, notwithstanding
approval thereof by the shareholders of the Fund, at any time
prior to the Closing, if circumstances should develop that, in
their judgment, make proceeding with the Reorganization
inadvisable.
6. Limitation of Liability of the Trustees and the
Shareholders. Copies of the Declaration of Trust of the Existing
Trust and the Successor Trust, as each may be amended from time
to time, are on file with the Secretary of State of the
Commonwealth of Massachusetts, and notice is hereby given of the
limitation of shareholder liability as set forth in each
instrument. The obligations assumed by the Existing Trust on
behalf of the Fund and the Successor Trust on behalf of the
Successor Fund pursuant to this Agreement shall be limited in all
cases to the Existing Trust on behalf of the Fund and the
Successor Trust on behalf of the Successor Fund and their
respective assets. None of the other series of the Existing
Trust or the Successor Trust shall be liable for any obligations
assumed by the Fund or the Successor Fund hereunder. No party
named herein shall seek satisfaction of any obligation hereunder
from the shareholders or any shareholder of the Existing Trust,
the Fund, the Successor Trust or the Successor Fund. No party
named herein shall seek satisfaction of any such obligation from
the Trustees of the Successor Trust or the Trustees of the
Existing Trust or any individual Trustee.
This Agreement shall be executed in any number of counterparts
each of which shall be deemed to be an original, but all
counterparts together shall constitute only one instrument.
IN WITNESS WHEREOF, the parties have hereunto caused this
Agreement to be executed and delivered by their duly authorized
officers as of the day and year first above written.
JOHN HANCOCK INVESTMENT TRUST, on behalf
of
its series John Hancock Real Estate Fund
Attest: By:
Secretary President
JOHN HANCOCK SERIES TRUST,
on behalf of its series John Hancock Real
Estate Fund
Attest: By:
Secretary President
s:\agrcont\agreemnt\reorg\f_reorg\99realestate
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JOHN HANCOCK 500 INDEX FUND
(a series of John Hancock Series Trust)
101 Huntington Avenue
Boston, Massachusetts 02199
August 18, 1999
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
Investment Management Contract
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Ladies and Gentlemen:
John Hancock Series Trust (the "Trust"), of which John
Hancock 500 Index 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, no par
value, 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 dated September 10, 1996, as
amended from time to time (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Adviser as
investment adviser for the Fund and approving the form
of this Agreement;
(d) 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 subadviser or subadvisers
appointed pursuant to this Agreement and subject to the
provisions of any sub-investment management contract
respecting the responsibilities of such subadviser or
subadvisers;
(b) advise the Fund in connection with policy decisions to
be made by the Trustees or any committee thereof with
respect to the Fund's investments and, as requested,
furnish the Fund with research, economic and statistical
data in connection with the Fund's investments and
investment policies;
(c) provide administration of the day-to-day investment
operations of the Fund;
(d) submit such reports relating to the valuation of the
Fund's securities as the Trustees may reasonably
request;
(e) assist the Fund in any negotiations relating to the
Fund's investments with issuers, investment banking
firms, securities brokers or dealers and other
institutions or investors;
(f) consistent with the provisions of Section 7 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 subparagraphs (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
custodian, transfer agent or other similar agents
retained by the Fund;
(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;
and
(m) appoint and employ one or more sub-advisors satisfactory
to the Fund under sub-investment management agreements.
3. EXPENSES PAID BY THE ADVISER. The Adviser will pay:
(a) the compensation and expenses of all officers and
employees of the Trust;
(b) the expenses of office rent, telephone and other
utilities, office furniture, equipment, supplies and
other expenses of the Fund; and
(c) any other expenses incurred by the Adviser in connection
with the performance of its duties hereunder.
4. 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 3, the Adviser will not be required
to pay under this Agreement:
(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, accounting, financial management, tax and
auditing fees and expenses of the Fund (including an
allocable portion of the cost of its employees rendering
such services to 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;
(i) the expense of periodic calculations of the net asset
value of the shares of the Fund; and
(j) insurance premiums on fidelity, errors and omissions and
other coverages.
5. 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 an annual rate equal to 0.35%
of the average daily net asset value of the Fund.
The "average daily net assets" of the Fund shall be
determined on the basis set forth in the Fund's Prospectus or
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.
6. 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.
7. 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.
8. 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.
9. 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 500 Index 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 nonexclusive 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.
10. 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 Trust 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 Trust shall
be deemed, when acting within the scope of his employment by the
Fund, to be acting in such employment solely for the Trust and
not as the Adviser's employee or agent.
11. DURATION AND TERMINATION OF THIS AGREEMENT. This
Agreement shall remain in force until June 30, 2000, 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 11, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "assignment," "interested person" and "voting
security") shall be applied.
12. 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.
13. GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of The Commonwealth of
Massachusetts.
14. 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.
15. MISCELLANEOUS. The captions in this Agreement are
included for convenience of reference only and in no way define
or limit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument. The name John Hancock 500 Index
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
Trust, 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.
Yours very truly,
JOHN HANCOCK SERIES TRUST
on behalf of John Hancock 500 Index Fund
By: ___________________________
Anne C. Hodsdon
President
The foregoing contract
is hereby agreed to as
of the date hereof.
JOHN HANCOCK ADVISERS, INC.
By: ___________________________
John A. Morin
Vice President and Secretary
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