As Filed with the Securities and Exchange Commission on April 10, 1996.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
JOHN HANCOCK LIMITED TERM GOVERNMENT FUND
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK LIMITED TERM GOVERNMENT FUND
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) or Schedule 14A (sent by wire transmission).
<PAGE>
JOHN HANCOCK SPECIAL VALUE FUND
JOHN HANCOCK LIMITED-TERM GOVERNMENT FUND
JOHN HANCOCK SOVEREIGN BOND FUND
JOHN HANCOCK PACIFIC BASIN EQUITIES FUND
JOHN HANCOCK GLOBAL Rx FUND
JOHN HANCOCK GLOBAL MARKETPLACE FUND
JOHN HANCOCK STRATEGIC INCOME FUND
DATE
Dear Fellow Shareholder:
As an investor in one of the funds noted above, you are cordially invited to a
special shareholder meeting on Wednesday, June 26, 1996, to be held at 9:00 A.M.
in your Fund's office at the location shown on the enclosed proxy statement.
You will notice that this proxy statement encompasses several funds. This is
part of our effort to save printing and administrative expenses for your Fund --
and, therefore, for you. In fact, if you own more than one John Hancock Funds
investment, you may separately receive other proxy statements pertaining to
other funds in our fund family. Be sure to review and vote on these as well.
ELECT YOUR FUND'S BOARD OF TRUSTEES
At the upcoming shareholder meeting, you will be asked to elect the Board of
Trustees for your Fund. Your trustees are responsible for protecting your
interests as a shareholder of the Fund. Your proxy statement includes a list of
nominees and a brief description of each individual's background.
YOUR VOTE IS IMPORTANT!
No matter how large or small your investment may be, your vote makes a
difference. We urge you to review the enclosed proxy statement carefully, and to
vote by completing, signing and returning the enclosed proxy ballot form(s) to
us immediately. Your prompt response will help avoid the cost of additional
mailings. For your convenience, we have enclosed a postage-paid envelope.
If you have any questions, please call your John Hancock Funds Customer Service
Representative at 1-800-225-5291, Monday through Friday between 8:00 A.M. and
8:00 P.M. Eastern time.
Sincerely,
/s/ Edward J. Boudreau, Jr.
Edward J. Boudreau, Jr.
Chairman and CEO
<PAGE>
PROXY #1 Draft 4/4/96
JOHN HANCOCK SPECIAL VALUE FUND
(a series of John Hancock Capital Series)
JOHN HANCOCK STRATEGIC INCOME FUND
(a series of John Hancock Strategic Series)
JOHN HANCOCK GLOBAL MARKETPLACE FUND
JOHN HANCOCK GLOBAL RX FUND
JOHN HANCOCK PACIFIC BASIN EQUITIES FUND
(each a series of John Hancock World Fund)
JOHN HANCOCK LIMITED TERM GOVERNMENT FUND
JOHN HANCOCK SOVEREIGN BOND FUND
(collectively, the "Funds")
101 Huntington Avenue
Boston, Massachusetts 02199
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 26, 1996
A Special Meeting of Shareholders of each Fund will be held at the Funds'
offices located on the 2nd floor at 101 Huntington Avenue, Boston, Massachusetts
02199, at 9:00 a.m., Eastern time, on Wednesday, June 26, 1996. The telephone
number of each Fund is 1-800-225-5291. The Special Meetings of the Funds are
expected to be held concurrently and are referred to collectively as the
"Meeting." The purpose of the Meeting is to consider and act upon the following
proposals:
(1) To elect sixteen Trustees to hold office until their respective successors
have been duly elected and qualified.
(2) To transact other business that may properly come before the Meeting or any
adjournment of the Meeting.
YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL.
Shareholders of record of each Fund as of the close of business on May 1,
1996 are entitled to notice of and to vote at the Meeting or any adjournment of
the Meeting. The proxy statement and proxy card are being mailed to shareholders
on or about May 17, 1996.
THOMAS H. DROHAN
Senior Vice President and
Secretary
<PAGE>
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED PROXY CARD. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
MEETING.
Boston, Massachusetts
May 17, 1996
-2-
<PAGE>
JOHN HANCOCK SPECIAL VALUE FUND
(a series of John Hancock Capital Series)
JOHN HANCOCK STRATEGIC INCOME FUND
(a series of John Hancock Strategic Series)
JOHN HANCOCK GLOBAL MARKETPLACE FUND
JOHN HANCOCK GLOBAL RX FUND
JOHN HANCOCK PACIFIC BASIN EQUITIES FUND
(each a series of John Hancock World Fund)
JOHN HANCOCK LIMITED TERM GOVERNMENT FUND
JOHN HANCOCK SOVEREIGN BOND FUND
(collectively, the "Funds")
101 Huntington Avenue
Boston, Massachusetts 02199
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Trustees") of each of the investment
companies (the "Trusts") on behalf of themselves or their respective series (the
"Funds") set forth below.
<TABLE>
<CAPTION>
The Trusts The Funds Voting Procedures
- - - ---------- --------- -----------------
<S> <C> <C>
John Hancock Capital Series John Hancock Special Value All classes voting together as a
(the "Capital Series Trust") Fund (the "Special Value Fund") group
John Hancock Strategic Series John Hancock Strategic Income All classes voting together as a
(the "Strategic Series Trust") Fund (the "Strategic Income Fund") group
John Hancock World Fund John Hancock Global Marketplace Each series and all classes
(the "World Trust") Fund (the "Marketplace Fund") voting together as a group
John Hancock Global Rx Fund
(the "Rx Fund")
<PAGE>
John Hancock Pacific Basin Equities
Fund (the "Pacific Basin Fund")
John Hancock Limited Term John Hancock Limited Term All classes voting together as a
Government Fund (the "Limited Government Fund (the "Limited group
Term Trust") Term Fund")
John Hancock Sovereign Bond John Hancock Sovereign Bond All classes voting together as a
Fund (the "Sovereign Bond Fund (the "Sovereign Bond group
Trust") Fund")
For purposes of this Proxy Statement, the term "Funds" shall also include
the Trusts where appropriate.
</TABLE>
The proxies will be used at the special meeting of each Fund's shareholders
to be held concurrently (collectively, the "Meeting") at the Funds' offices
located on the 2nd floor at 101 Huntington Avenue, Boston, Massachusetts 02199,
at 9:00 a.m., Eastern Time, on Wednesday, June 26, 1996.
Proxies will be solicited by mail and may also be solicited in person or by
telephone by officers, directors and/or registered representatives of the Funds'
principal distributor, John Hancock Funds, Inc. ("John Hancock Funds"), and by
employees, officers and/or directors of John Hancock Advisers, Inc. (the
"Adviser"). In addition, the Funds' transfer agent, John Hancock Investor
Services Corporation ("Investor Services") will solicit proxies in person and/or
by telephone at a cost to each Fund of between $3,000 and $5,000. Investor
Services plans to engage an independent proxy solicitation firm,
__________________________ to assist it in soliciting proxies at an additional
cost to each Fund of approximately $ ___________.
The cost of preparing and mailing this Proxy Statement and the accompanying
Notice and proxy card will be borne by each Fund. The mailing address of each
Fund, the Adviser, John Hancock Funds and Investor Services is 101 Huntington
Avenue, Boston, Massachusetts 02199. This Proxy Statement and the proxy card are
being mailed to shareholders of each Fund on or about May 17, 1996.
Each Fund will furnish without charge, a copy of its Annual Report and most
recent Semi-Annual Report succeeding the Annual Report, if any, to any
shareholder upon request. Shareholders desiring to obtain a copy of their Fund's
report(s) should direct all written requests to the attention of their Fund, 101
Huntington Avenue, Boston, Massachusetts 02199 or should call John Hancock Funds
at 1-800-225-5291.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Trustees have fixed the close of business on May 1, 1996, as the record
date (the "Record Date") for determining the shareholders of each Fund entitled
to notice of and to vote at the Meeting. Shareholders of record of each Fund on
the Record Date are entitled to one vote per share at the Meeting or any
adjournment of the Meeting relating to their Fund.
As of April 22, 1996, each Fund had the following number of shares of
beneficial interest of each class outstanding:
-2-
<PAGE>
Class A Shares Class B Shares
Funds Outstanding Outstanding
----- ----------- -----------
Special Value Fund
Strategic Income Fund
Marketplace Fund
Rx Fund
Pacific Basin Fund
Limited Term Fund
Sovereign Bond Fund
As of April 22, 1996, the following persons or entities owned beneficially
or of record more than 5% of the outstanding Class A and Class B shares of each
Fund:
Owners of more Owners of more
than 5% of than 5% of
Funds Class A Shares Class B Shares
----- -------------- --------------
Special Value Fund
Strategic Income Fund
Marketplace Fund
Rx Fund
Pacific Basin Fund
Limited Term Fund
Sovereign Bond Fund
SUMMARY OF VOTING ON PROPOSALS
Although each Fund is participating separately in the Meeting, proxies are
being solicited through the use of this combined proxy statement. Shareholders
of Funds that are series of the same Trust will vote together. Each class of
shares of each Fund will vote together with the other class of shares of that
Fund. Voting by shareholders of one Fund or class will not affect voting by any
other Fund or class.
PROPOSAL 1
ELECTION OF TRUSTEES
The Funds (also referred to herein as the "Panel A Funds") are currently
governed by a Board of Trustees which, for purposes of this Proxy Statement,
will be known as the Panel A Trustees. Other funds in the John Hancock fund
complex (the "Panel C Funds") are governed by a different Board of Trustees (the
"Panel C Trustees"). On March 5, 1996, the Panel A Trustees and the Panel C
Trustees, including the Trustees who are not "interested persons" (as defined by
the Investment Company Act of 1940, as amended (the "1940 Act")) of the Funds
(the "Independent Trustees"), voted to approve, and to recommend to the
shareholders of their respective Funds that they approve, a proposal to
consolidate the Panel A Trustees and the Panel C Trustees so that each Fund will
be governed by the same Board of Trustees. The Panel A Trustees hereby recommend
to shareholders of each of the Funds that they re-elect their current Trustees
and elect the Panel C Trustees (collectively, the "Nominees").
-3-
<PAGE>
Nine of the sixteen Nominees currently serve as Panel A Trustees and seven
of the sixteen Nominees currently serve as Panel C Trustees. Information
concerning the Nominees and other relevant factors is discussed below in this
Proposal 1.
Using the enclosed form of proxy, a shareholder may authorize the proxies
to vote his or her shares for the Nominees or may withhold from the proxies
authority to vote his or her shares for one or more of the Nominees. If no
contrary instructions are given, the proxies will vote FOR the Nominees. Each of
the Nominees has consented to his or her nomination and has agreed to serve if
elected. If, for any reason, any Nominee should not be available for election or
able to serve as a Trustee, the proxies will exercise their voting power in
favor of such substitute Nominee, if any, as each of the Fund's Trustees may
designate. None of the Funds has any reason to believe that it will be necessary
to designate a substitute Nominee.
Information Concerning Nominees
The following table sets forth each Nominee's principal occupation or
employment during the past five years. The table also sets forth the Panel on
which each Nominee currently serves and, with respect to Nominees currently
serving as Panel A Trustees, the date he or she first became a Trustee of each
Fund.
<TABLE>
<CAPTION>
Name, Age and Principal Occupation
Position With or Employment First Became
Each Trust During Last Five Years A Trustee
---------- ---------------------- ---------
<S> <C> <C>
Edward J. Boudreau, Jr.* Chairman and Chief Executive Special Value Fund: 1994
(age 51) Officer of the Adviser and The Strategic Income Fund: 1988
Chairman and Chief Executive Berkeley Financial Group ("The Marketplace Fund: 1992
Officer, Panel A and C Funds; Berkeley Group"); Chairman, John Rx Fund: 1988
Nominee Hancock Advisers International Ltd. Pacific Basin Fund: 1988
("Advisers International"), NM Limited Term Fund: 1988
Capital Management, Inc. ("NM Sovereign Bond Fund: 1988
Capital"), John Hancock Funds,
Investor Services, First Signature
Bank and Trust Company and
Sovereign Asset Management
Corporation ("SAMCorp"); Director,
John Hancock Capital Corp., John
Hancock Freedom Securities Corp.
and New England/Canada Business
Council; Member, Investment Company
Institute Board of Governors;
Director, Asia Strategic Growth
Fund, Inc.; Trustee, Museum of
Science; Vice Chairman and
President, the Adviser (until July
1992); Chairman, John Hancock
-4-
<PAGE>
Distributors, Inc. (until April
1994); Trustee or Director and
Chairman of 61 funds managed by the
Adviser.
Dennis S. Aronowitz Professor of Law, Boston University Special Value Fund: 1994
(age 64) School of Law; Trustee, Brookline Strategic Income Fund: 1988
Panel A Trustee; Nominee Savings Bank; Trustee or Director Marketplace Fund: 1992
of 16 funds managed by the Adviser. Rx Fund: 1986
Pacific Basin Fund: 1988
Limited Term Fund: 1988
Sovereign Bond Fund: 1988
Richard P. Chapman, Jr. President, Brookline Savings Bank; Special Value Fund: 1994
(age 61) Director, Federal Home Loan Bank of Strategic Income Fund: 1986
Panel A Trustee; Nominee Boston (lending); Director, Lumber Marketplace Fund: 1992
Insurance Companies (fire and Rx Fund: 1986
casualty insurer); Trustee, Pacific Basin Fund: 1986
Northeastern University; Director, Limited Term Fund: 1973
Depositors Insurance Fund, Inc. Sovereign Bond Fund: 1973
(insurer); Trustee or Director of
16 funds managed by the Adviser.
William J. Cosgrove Vice President, Senior Banker and Special Value Fund: 1994
(age 63) Senior Credit Officer, Citibank, Strategic Income Fund: 1991
Panel A Trustee; Nominee N.A. (retired September, 1991); Marketplace Fund: 1992
Executive Vice President, Citadel Rx Fund: 1991
Group Representative Inc.; EVP Pacific Basin Fund: 1991
Resource Evaluation, Inc. Limited Term Fund: 1991
(consulting) (until October 1993); Sovereign Bond Fund: 1991
Trustee, the Hudson City Savings
Bank (until October 1993); Trustee
or Director of 16 funds managed by
the Adviser.
Gail D. Fosler Vice President and Chief Economist, Special Value Fund: 1994
(age 48) The Conference Board (nonprofit Strategic Income Fund: 1994
Panel A Trustee; Nominee economic and business research); Marketplace Fund: 1994
Trustee or Director of 16 funds Rx Fund: 1994
managed by the Adviser. Pacific Basin Fund: 1994
Limited Term Fund: 1994
Sovereign Bond Fund: 1994
-5-
<PAGE>
Bayard Henry Corporate Advisor; Director, Special Value Fund: 1994
(age 64) Fiduciary Trust Company (trust Strategic Income Fund: 1986
Panel A Trustee; Nominee company); Director, Groundwater Marketplace Fund: 1992
Technology, Inc. (remediation); Rx Fund: 1986
Director, Samuel Cabot, Inc.; Pacific Basin Fund: 1986
Advisor, Kestrel Venture Limited Term Fund: 1980
Management; Trustee or Director of Sovereign Bond Fund: 1980
16 funds managed by the Adviser.
Anne C. Hodsdon* President and Chief Operating Special Value Fund: 1996
(age 42) Officer, the Adviser and John Strategic Income Fund: 1996
President, Panel A and C Funds; Hancock open-end funds; Director, Marketplace Fund: 1996
Panel A Trustee; Nominee Advisers International, Executive Rx Fund: 1996
Vice President, the Adviser (until Pacific Basin Fund: 1996
December 1994); Senior Vice Limited Term Fund: 1996
President, the Adviser (until Sovereign Bond Fund: 1996
December 1993); Vice President, the
Adviser (until 1991); Trustee or
Director of 56 funds managed by the
Adviser.
Richard S. Scipione* General Counsel, John Hancock Special Value Fund: 1994
(age 58) Mutual Life Insurance Company; Strategic Income Fund: 1986
Panel A Trustee; Nominee Director, the Adviser, John Hancock Marketplace Fund: 1992
Funds, Investor Services, John Rx Fund: 1986
Hancock Distributors, Inc., John Pacific Basin Fund: 1986
Hancock Subsidiaries, Inc., John Limited Term Fund: 1985
Hancock Property and Casualty Sovereign Bond Fund: 1985
Insurance and its affiliates (until
November 1993), SAMCorp and NM
Capital; Trustee, The Berkeley
Group; Director, JH Networking
Insurance Agency, Inc.; Trustee or
Director of 44 funds managed by the
Adviser.
Edward J. Spellman Partner, KPMG Peat Marwick LLP Special Value Fund: 1994
(age 63) (retired June, 1990); Trustee or Strategic Income Fund: 1990
Panel A Trustee; Nominee Director of 16 funds managed by the Marketplace Fund: 1992
Adviser. Rx Fund: 1990
Pacific Basin Fund: 1990
Limited Term Fund: 1990
Sovereign Bond Fund: 1990
-6-
<PAGE>
Douglas M. Costle Director, Chairman of the Board and
(age 56) Distinguished Senior Fellow,
Panel C Trustee; Nominee Institute for Sustainable
Communities, Montpelier, Vermont
(since 1991); Dean, Vermont Law
School (until 1991); Director, Air
and Water Technologies Corporation
(environmental services and
equipment), Niagara Mohawk Power
Company (electric services) and
MITRE Corporation (governmental
consulting services); Trustee or
Director of 12 funds managed by the
Adviser.
Leland O. Erdahl Director of Santa Fe Ingredients
(age 67) Company of California, Inc. and
Panel C Trustee; Nominee Santa Fe Ingredients Company, Inc.
(private food processing
companies); Director of Uranium
Resources, Inc.; President of
Stolar, Inc. (from 1987 to 1991)
and President of Albuquerque
Uranium Corporation (from 1985 to
1992); Director of Freeport-McMoRan
Copper & Gold Company, Inc., Hecla
Mining Company, Canyon Resources
Corporation and Original Sixteen to
One Mine, Inc. (from 1984 to 1987
and from 1991 to 1995) (management
consultant); Trustee or Director of
12 funds managed by the Adviser.
Richard A. Farrell President of Farrell, Healer & Co.,
(age 63) (venture capital management firm)
Panel C Trustee; Nominee (since 1980); Prior to 1980, headed
the venture capital group at Bank
of Boston Corporation; Trustee or
Director of 12 funds managed by the
Adviser.
William F. Glavin President, Babson College; Vice
(age 65) Chairman, Xerox Corporation (until
Panel C Trustee; Nominee June 1989); Director, Caldor Inc.,
Reebok, Ltd. (since 1994), and
Inco. Ltd; Trustee or Director of
12 funds managed by the Adviser.
-7-
<PAGE>
Dr. John A. Moore President and Chief Executive
(age 57) Officer, Institute for Evaluating
Panel C Trustee; Nominee Health Risks (nonprofit
institution) (since September
1989); Trustee or Director of 12
funds managed by the Adviser.
Patti McGill Peterson President, St. Lawrence University;
(age 52) Director, Niagara Mohawk Power
Panel C Trustee; Nominee Corporation and Security Mutual
Life; Trustee or Director of 12
funds managed by the Adviser.
John W. Pratt Professor of Business
(age 64) Administration at Harvard
Panel C Trustee; Nominee University Graduate School of
Business Administration (since
1961); Trustee or Director of 12
funds managed by the Adviser.
</TABLE>
- - - ----------
* "Interested person," as defined in the 1940 Act, of the Funds or the
Adviser.
The number of shares of beneficial interest of each class of the Funds
beneficially owned by each of the Nominees, directly or indirectly, as of April
22, 1996, is as follows:
(See Chart on next page)
-8-
<PAGE>
<TABLE>
<CAPTION>
Special Value Strategic Income Marketplace RX Fund Pacific Basin
Fund Fund Fund Fund Fund
Class A Class B Class A Class B Class A Class B Class A Class B Class A Class B
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Edward J. Boudreau, Jr.
Dennis S. Aronowitz
Richard P. Chapman, Jr.
William J. Cosgrove
Gail D. Fosler
Bayard Henry
Anne C. Hodsdon
Richard S. Scipione
Edward J. Spellman
Douglas M. Costle
Leland O. Erdahl
Richard A. Farrell
William F. Glavin
Dr. John A. Moore
Patti McGill Peterson
John W. Pratt
Limited Term Sovereign Bond
Fund Fund
Class A Class B Class A Class B
------- ------- ------- -------
<C> <C>
</TABLE>
-9-
<PAGE>
The information as to beneficial ownership set forth in the above chart is
based on statements furnished to the Funds by the Nominees. Each has all voting
and investment powers with respect to the shares indicated.
None of the Nominees beneficially owned individually, and the Nominees and
executive officers of each Fund as a group did not beneficially own, in excess
of one percent of the outstanding shares of any of the Funds as of April 22,
1996.
The Board of Trustees of each Fund held four meetings during the last
completed fiscal year of each Fund. With respect to each Fund, no Trustee with
the exception of Mr. Scipione attended fewer than 75% of the aggregate of (1)
the total number of meetings of the Trustees of each Fund; and (2) the total
number of meetings held by all committees of the Trustees on which he or she
served.
Each Fund has an Audit Committee of the Trustees. The Committee members for
each Fund are: Messrs. Aronowitz, Chapman, Cosgrove, Henry and Spellman and Ms.
Fosler. Each of the members of each Audit Committee is an Independent Trustee.
The Audit Committee of each Fund held two meetings during the last completed
fiscal year of each Fund.
The functions performed by the Audit Committee of each Fund are to
recommend annually to the Trustees a firm of independent certified public
accountants to audit the books and records of each Fund for the ensuing year; to
monitor that firm's performance; to review with the firm the scope and results
of each audit and determine the need, if any, to extend audit procedures; to
confer with the firm and representatives of each Fund on matters concerning each
of the Funds' financial statements and reports, including the appropriateness of
their accounting practices and of their internal controls and procedures; to
evaluate the independence of the firm; to review procedures to safeguard
portfolio securities; to approve the purchase by each Fund from the firm of all
non-audit services; to review all fees paid to the firm; to recommend to the
Trustees, at the request of the Fund's officers or Trustees, a resolution of any
potential or actual conflict of interest, and to facilitate communication
between the firm and each Fund's officers and Trustees.
Each Fund has a Special Nominating Committee of the Trustees known as the
Administration Committee (the "Committee"). The Committee members for each Fund
are Messrs. Aronowitz, Chapman, Cosgrove, Henry and Spellman and Ms. Fosler. All
of the members of each of the Committees are Independent Trustees. Each Fund's
Committee held four meetings during the last completed fiscal year of each Fund.
Included among the functions of the Committee of each Fund is the selection
and nomination for appointment and election of candidates to serve as Trustees
who are not "interested persons," as defined in the 1940 Act. Each Committee
also coordinates with Trustees who are interested persons in the selection of
Fund officers. Each Committee will consider nominees recommended by shareholders
to serve as Trustees provided that the shareholders submit such recommendations
in compliance with all of the pertinent provisions of Rule 14a-8 under the
Securities Exchange Act of 1934.
Executive Officers
The table below lists the executive officers of each Fund except for the
Chairman (Mr. Boudreau) and the President (Ms. Hodsdon). Information about Mr.
Boudreau and Ms. Hodsdon is provided under "Information Concerning Nominees."
-10-
<PAGE>
<TABLE>
<CAPTION>
Name, Age and Position Principal Occupation During
With Each Trust The Past Five Years First Became an Officer
- - - --------------- ------------------- -----------------------
<S> <C> <C>
Robert G. Freedman Vice Chairman and Chief Investment Special Value Fund: 1994
(age 57) Officer, the Adviser and each of Strategic Income Fund: 1987
Vice Chairman and Chief the John Hancock funds; President, Marketplace Fund: 1992
Investment Officer the Adviser (until December 1994); Rx Fund: 1987
Director, the Adviser, Advisers Pacific Basin Fund: 1986
International, John Hancock Funds, Limited Term Fund: 1987
Investor Services, SAMCorp and NM Sovereign Bond Fund: 1987
Capital; Senior Vice President, The
Berkeley Group.
James B. Little Senior Vice President, the Adviser, Special Value Fund: 1994
(age 61) The Berkeley Group, John Hancock Strategic Income Fund: 1986
Senior Vice President Funds, and Investor Services; Marketplace Fund: 1992
and Chief Financial Officer Senior Vice President and Chief Rx Fund: 1987
Financial Officer, each of the John Pacific Basin Fund: 1986
Hancock funds. Limited Term Fund: 1986
Sovereign Bond Fund: 1986
Senior Vice President and
Thomas H. Drohan Secretary, the Adviser, The Special Value Fund: 1994
(age 59) Berkeley Group and each of the John Strategic Income Fund: 1986
Senior Vice President Hancock funds; Senior Vice Marketplace Fund: 1992
and Secretary President, Investor Services, John Rx Fund: 1987
Hancock Funds and John Hancock Pacific Basin Fund: 1986
Distributors (until 1994); Limited Term Fund: 1978
Director, Advisers International; Sovereign Bond Fund: 1978
Secretary, NM Capital.
John A. Morin Vice President, the Adviser, Special Value Fund: 1994
(age 45) Investor Services and John Hancock Strategic Income Fund: 1991
Vice President Funds; Vice President and Marketplace Fund: 1992
Compliance Officer, certain John Rx Fund: 1991
Hancock funds; Counsel, John Pacific Basin Fund: 1991
Hancock Mutual Life Insurance Limited Term Fund: 1991
Company; Vice President and Sovereign Bond Fund: 1991
Assistant Secretary, The Berkeley
Group.
Susan S. Newton Vice President and Assistant Special Value Fund: 1994
(age 46) Secretary, the Adviser; Vice Strategic Income Fund: 1989
Vice President, President, Assistant Secretary and Marketplace Fund: 1992
Assistant Secretary Compliance Officer, certain John Rx Fund: 1987
and Compliance Officer Hancock funds; Vice President and Pacific Basin Fund: 1986
Secretary, John Hancock Funds, Limited Term Fund: 1984
Investor Services and John Hancock Sovereign Bond Fund: 1984
Distributors (until 1994);
Secretary, SAMCorp; Vice President,
The Berkeley Group.
-11-
<PAGE>
James J. Stokowski Vice President, the Adviser; Vice Special Value Fund: 1994
(age 49) President and Treasurer, each of Strategic Income Fund: 1987
Vice President and Treasurer the John Hancock funds. Marketplace Fund: 1992
Rx Fund: 1991
Pacific Basin Fund: 1991
Limited Term Fund: 1986
Sovereign Bond Fund: 1986
</TABLE>
Remuneration of Officers and Trustees
The following tables provide information regarding the compensation paid by
each Fund and the other investment companies in the John Hancock fund complex to
the current Independent Trustees for their services for the fiscal year end of
each Fund. Mr. Boudreau, Ms. Hodsdon, Mr. Scipione and each officer of the Funds
are interested persons of the Adviser who are compensated by the Adviser or
affiliates and receive no compensation from the Funds.
Aggregate Compensation From Each Fund
For Each Fund's Last Fiscal Year
<TABLE>
<CAPTION>
Special Strategic Market- Pacific Limited Sovereign
Value Income place Rx Basin Term Bond
Fund Fund Fund Fund Fund Fund Fund
---- ---- ---- ---- ---- ---- ----
Independent Trustee
- - - -------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dennis S. Aronowitz $154 $ 6,850 $ 0 $ 357 $ 858 $ 3,256 $20,323
Richard P. Chapman, Jr. $ 71 $ 7,060 $ 0 $ 292 $ 75 $ 809 $ 5,554
William J. Cosgrove $ 71 $ 6,850 $ 0 $ 308 $ 49 $ 809 $ 5,554
Gail D. Fosler $154 $ 6,850 $ 0 $ 357 $ 858 $ 3,256 $20,323
Bayard Henry $144 $ 7,060 $ 0 $ 341 $ 833 $ 3,155 $19,605
Edward J. Spellman $154 $ 6,850 $ 0 $ 357 $ 858 $ 3,256 $20,323
Total $748 $41,520 $ 0 $2,012 $3,531 $14,541 $91,682
</TABLE>
-12-
<PAGE>
Total Compensation*
Pension or Retirement From Each Fund and
Benefits Accrued Other Funds in the
as Part of John Hancock Fund
Independent Trustee each Fund's Expenses1 Complex
- - - ------------------- --------------------- -------
Dennis S. Aronowitz $ 0 $ 61,050
Richard P. Chapman, Jr. 24,745 $ 62,800
William J. Cosgrove 23,664 $ 61,050
Gail D. Fosler 0 $ 60,800
Bayard Henry 0 $ 58,850
Edward S. Spellman 0 $ 61,050
Total $48,409 $365,600
======= ========
- - - ----------
* Total compensation from each Fund and other John Hancock funds is as of
December 31, 1995. As of such date there were sixty-one funds in the John
Hancock fund complex, of which each of the Independent Trustees served 16.
1 Represents the aggregate value as of December 31, 1995 of the amount of
Trustees' fees deferred by each Independent Trustee under the John Hancock
Deferred Compensation Plan for Independent Trustees (the "Plan"). Under the
Plan, the Independent Trustees may elect to defer the receipt of all or a
portion of their Trustees' fees payable by each fund in the John Hancock fund
complex. The value of an Independent Trustee's Plan account is determined by a
hypothetical investment of the deferred Trustees' fees in certain John Hancock
funds selected by the Independent Trustee from a list of designated funds. The
Independent Trustees do not beneficially own shares of any John Hancock fund
under the Plan and a fund's obligation to make payments of amounts deferred
under the Plan is an unsecured liability, payable solely from that fund's
general assets. If the value of the Independent Trustees' Plan accounts in all
the John Hancock funds were actually received and invested on December 31, 1995
by the Independent Trustees in shares of the John Hancock funds against which
the Plan accounts are valued, the Independent Trustees participating in the Plan
would own shares of the John Hancock funds as set forth below:
<TABLE>
<CAPTION>
Shares Assuming Hypothetical Investment of Deferred Trustees' Fees
------------------------------------------------------------------
Growth International Special Value Sovereign Bond Sovereign Investors
Independent Trustee Fund Fund Fund Fund Fund
- - - ------------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Dennis S. Aronowitz -- -- -- -- --
Richard P. Chapman, Jr. 1,192 2,490 1,041 -- --
William J. Cosgrove -- -- 995 675 1,875
Gail D. Fosler -- -- -- -- --
Bayard Henry -- -- -- -- --
Edward S. Spellman -- -- -- -- --
</TABLE>
Trustees' Recommendation
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF THE FUNDS ELECT EACH OF THE
NOMINEES TO SERVE AS A TRUSTEE.
-13-
<PAGE>
Required Vote
Because your Fund is part of an overriding Trust, your vote will be counted
on a Trust-wide basis. Shareholders of each Fund which is a series of a Trust
vote together with each other Fund that is a series of the same Trust on the
election of Trustees for their Trust. Shareholders of Funds which are series of
different Trusts vote separately. Election of each Nominee of a Trust requires a
plurality of votes of the shareholders of the entire Trust present at meetings
of the shareholders of each Fund which is a series of the Trust, provided, in
each case, that there is a quorum.
OTHER MATTERS
The Funds' management knows of no business to be brought before the Meeting
except as described above. However, if any other matters properly come before
the Meeting, the persons named in the enclosed form of proxy intend to vote on
these matters in accordance with their best judgment. If shareholders would like
additional information about the matters proposed for action, the Funds'
management will be glad to hear from them and to provide further information.
PROXIES AND VOTING AT THE MEETING
Any person giving a proxy has the power to revoke it any time prior to its
exercise by executing a superseding proxy or by submitting a written notice of
revocation to the Secretary of the applicable Fund. In addition, although mere
attendance at the Meeting will not revoke a proxy, a Fund shareholder present at
the Meeting may withdraw his or her proxy and vote in person. All properly
executed and unrevoked proxies received in time for the Meeting will be voted in
accordance with the instructions contained in the proxies. If no instruction is
given, the persons named as proxies will vote the shares of the Fund represented
thereby for the Nominees in Proposal 1, and will use their best judgment in
connection with the transaction of other business that may properly come before
the Meeting or any adjournment thereof.
In addition, John Hancock Mutual Life Insurance Company (the "Life
Company") will vote shares of any of the Funds held in individual retirement
accounts or tax shelter accounts for which the Life Company acts as custodian
and with respect to which no proxies have been received by the Life Company. The
Life Company will vote such shares in the same proportion as it has been
instructed to vote Fund shares held by all such accounts for which proxies have
been received. The Fund shares voted by the Life Company will be counted as
present at the Meeting for purposes of establishing a quorum.
In the event that, at the time any session of the Meeting is called to
order, a quorum is not present in person or by proxy for any Fund, the persons
named as proxies with respect to the Fund may vote those proxies that have been
received to adjourn the Fund's Meeting to a later date. In the event that a
quorum is present but sufficient votes by a Fund's shareholders for the Nominees
in Proposal 1 have not been received, the persons named as proxies with respect
to the Fund will vote those proxies which they are entitled to vote in favor of
the Nominees for such an adjournment, and will vote those proxies required to be
voted against the Nominees against any adjournment. A shareholder vote for a
Fund may be taken on Proposal 1 prior to the adjournment if sufficient votes for
its approval have been received and it is otherwise appropriate.
Shares of beneficial interest of each Fund represented in person or by
proxy (including shares which abstain or do not vote with respect to the
Proposal presented for shareholder approval) will be counted for purposes of
determining whether a quorum is present with respect to each Fund at the
-14-
<PAGE>
Meeting. Abstentions will be treated as shares that are present and entitled to
vote with respect to the Proposal, but will not be counted as a vote in favor of
the Proposal. Accordingly, an abstention from voting on the Proposal has the
same effect as a vote against the Proposal.
If a broker or nominee holding shares in "street name" indicates on the
proxy that it does not have discretionary authority to vote as to the Proposal,
those shares will not be considered as present and entitled to vote with respect
to the Proposal. Accordingly, a "broker non-vote" has no effect on the voting in
determining whether a Nominee has been elected as a Trustee pursuant to Proposal
1.
In addition to the solicitation of proxies by mail or in person, each Fund
may also arrange to have votes recorded by telephone by officers and employees
of the Fund or by personnel of the Adviser, John Hancock Funds or Investor
Services. The telephone voting procedure is designed to authenticate a
shareholder's identity, to allow a shareholder to authorize the voting of shares
in accordance with the shareholder's instructions and to confirm that the voting
instructions have been properly recorded. If these procedures were subject to a
successful legal challenge, these telephone votes would not be counted at the
Meeting. None of the Funds has sought an opinion of counsel on this matter and
is unaware of any such challenge at this time.
A shareholder will be called on a recorded line at the telephone number
appearing in the shareholder's account records and will be asked to provide the
shareholder's Social Security number or other identifying information. 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.
To ensure that the shareholder's instructions have been recorded correctly, the
shareholder will also receive a confirmation of the voting instructions in the
mail. A special toll-free number will be available in case the voting
information contained in the confirmation is incorrect. If the shareholder
decides after voting be telephone to attend the Meeting, the shareholder can
revoke the proxy at that time and vote the shares at the Meeting.
SHAREHOLDERS' PROPOSALS
The Funds are not required, and do not intend, to hold meetings of
shareholders each year. Instead, meetings will be held only when and if
required. Any shareholders desiring to present a proposal for consideration at
the next meeting for shareholders of their respective Funds must submit the
proposal in writing, so that it is received by the appropriate Fund at 101
Huntington Avenue, Boston, Massachusetts 02199 within a reasonable time before
any meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
Boston, Massachusetts
May 17, 1996 JOHN HANCOCK SPECIAL VALUE FUND
JOHN HANCOCK STRATEGIC INCOME FUND
JOHN HANCOCK GLOBAL MARKETPLACE FUND
JOHN HANCOCK GLOBAL RX FUND
JOHN HANCOCK PACIFIC BASIN EQUITIES FUND
JOHN HANCOCK LIMITED TERM GOVERNMENT FUND
JOHN HANCOCK SOVEREIGN BOND FUND
-15-
<PAGE>
JOHN HANCOCK SPECIAL VALUE FUND
JOHN HANCOCK STRATEGIC INCOME FUND
JOHN HANCOCK GLOBAL MARKETPLACE FUND
JOHN HANCOCK GLOBAL RX FUND
JOHN HANCOCK PACIFIC BASIN FUND
JOHN HANCOCK LIMITED TERM GOVERNMENT FUND
JOHN HANCOCK SOVEREIGN BOND FUND
SPECIAL MEETING OF THE SHAREHOLDERS - JUNE 26, 1996
PROXY SOLICITATION BY THE BOARD OF TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward J.
Boudreau, Jr., Susan S. Newton and James B. Little, with full power of
substitution in each, to vote all the shares of beneficial interest of the
above-referenced Fund which the undersigned is (are) entitled to vote at the
Special Meeting of Shareholders (the "Meeting") of the Fund to be held at 101
Huntington Avenue, Boston, Massachusetts, on June 26, 1996 at 9:00 a.m., Boston
time, and at any adjournment of the Meeting. All powers may be exercised by a
majority of said proxy holders or substitutes voting or acting, or, if only one
votes and acts, then by that one. Receipt of the Proxy Statement dated May 17,
1996 is hereby acknowledged. If not revoked, this proxy shall be voted:
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
Date __________________, 1996
NOTE: Signature(s) should
agree with name(s) printed
herein. When signing as
attorney, executor,
administrator, trustee or
guardian, please give your
full title as such. If a
corporation, please sign in
full corporate name by
president or other authorized
officer. If a partnership,
please sign in partnership
name by authorized person.
-----------------------
Signature(s)
<PAGE>
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE EXPENSE
OF ADDITIONAL MAILINGS.
THIS PROXY SHALL BE VOTED FOR THE NOMINEES IN PROPOSAL 1 IF NO SPECIFICATION IS
MADE BELOW. AS TO ANY OTHER MATTER, SAID PROXY OR PROXIES SHALL VOTE IN
ACCORDANCE WITH THEIR BEST JUDGEMENT. Please use blue or black ink or dark
pencil. Do not use red ink.
(1) To elect sixteen Trustees to hold office until their respective successors
have been duly elected and qualified.
Dennis S. Aronowitz William F. Glavin
Edward J. Boudreau, Jr. Bayard Henry
Richard P. Chapman, Jr. Anne C. Hodsdon
William J. Cosgrove Dr. John A. Moore
Douglas M. Costle Patti McGill Peterson
Leland O. Erdahl John W. Pratt
Richard A. Farrell Richard S. Scipione
Gail D. Fosler Edward J. Spellman
YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY LINING THROUGH OR
OTHERWISE STRIKING OUT THE NAME OF ANY NOMINEE.
PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD.
