As filed with the Securities and Exchange Commission on September 13, 2000.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-3999
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
[X] Filed by the Registrant
[ ] 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 INVESTMENT TRUST II
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK INVESTMENT TRUST II
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
[ ] $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).
[ ] Fee paid previously with preliminary materials.
[X] No fee required.
<PAGE>
--------------------------------------------------------------------------------
Important Information
--------------------------------------------------------------------------------
October 7, 2000
Dear Fellow Shareholder:
I am writing to ask for your vote on important matters concerning your
investment in the John Hancock Financial Industries Fund.
As you may know, your fund has an investment restriction requiring it to invest
more than 25% of assets in the banking industry. In the new environment of the
financial services sector that has been created by the enactment of the
Gramm-Leach-Bliley Financial Services Modernization Act of 1999, it is becoming
more difficult to define a financial services company by one particular
industry. Therefore, it is also increasingly difficult for the Financial
Industries Fund to meet this restriction. Also, across the changing landscape of
the financial services sector, the best opportunities are not always limited to
the banking industry, but may occur in industries such as insurance. This
restriction limits the fund's ability to fully capitalize on the sector's best
opportunities. Therefore, your fund's trustees are asking you to approve the
removal of this investment restriction.
Your fund's trustees are also asking you to remove or amend several investment
restrictions that limit your fund's ability to respond to changing market
conditions. These restrictions are outlined in detail within the enclosed proxy.
Updating these restrictions will bring the fund in line with established
standards maintained by the majority of funds within John Hancock Funds.
No Change in Investment Objective
It is important to note that these proposals do not in any way signal a change
in your fund's investment objective. Your fund will continue to seek capital
appreciation by investing primarily in stocks of U.S. and foreign financial
services companies.
These proposals have been unanimously approved by your fund's board of trustees,
who believe they will benefit you and your fellow shareholders. They are
detailed in the enclosed proxy statement and summarized in the questions and
answers on the following pages. I suggest you read both thoroughly before
voting.
Your Vote Makes a Difference!
No matter what size your investment may be, your vote is critical. I urge you to
review the enclosed materials and to complete, sign and return the enclosed
proxy ballot to us immediately. Your prompt response will help avoid the need
for additional mailings. For your convenience, we have provided a postage-paid
envelope.
If you have any questions or need additional information, please contact your
investment professional or call your Customer Service Representative at
1-800-225-5291, Monday through Friday between 8:00 a.m. and 8:00 p.m. Eastern
Time. I thank you for your prompt vote on this matter.
Sincerely,
/s/Maureen R. Ford
------------------
Maureen R. Ford
Vice Chairman and CEO
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Q&A
Q: Why is the investment restriction requiring the fund to invest more than 25%
of assets in the banking industry being removed?
A: At the time the John Hancock Financial Industries Fund was created, John
Hancock Funds decided to add this banking industry restriction to the fund in
order to more closely tie the fund to the already established and successful
John Hancock Regional Bank Fund.
Since the Financial Industries Fund's inception on March 14, 1996, the financial
services sector has undergone a momentous change with the enactment of the
Gramm-Leach-Bliley Financial Services Modernization Act of 1999. This Act
removes Depression-era restrictions that prohibited broad affiliations among the
banking, securities and insurance industries. Now, in the new environment of the
financial services sector that this Act has created, it is becoming more
difficult to define a financial services company by one particular industry.
Therefore, it is also increasingly difficult for the Financial Industries Fund
to meet this restriction.
Also, across the changing landscape of the financial services sector, the best
opportunities are not always limited to the banking industry, but may occur in
industries such as insurance. The current restriction limits the fund's ability
to fully capitalize on the sector's best opportunities.
Q: Why are several other investment restrictions being amended?
A: Your fund's restrictions were drafted in 1996 when the fund began and are now
more restrictive than federal law requires. Relaxing these restrictions will
bring your fund into conformity with the standards maintained by most of John
Hancock's other funds. Other restrictions have been modernized to give your fund
more flexibility to respond to opportunities in the marketplace and to give your
fund consistency with other John Hancock funds.
Q: Do these changes to the fund's investment restrictions signify a change in
the fund's investment objective and strategy?
A: No, these proposals do not in any way signal a change in your fund's
investment objective or strategy. Your fund will continue to seek capital
appreciation by investing primarily in stocks of U.S. and foreign financial
services companies. To pursue this objective, your fund's portfolio management
team will continue to invest in companies that appear comparatively undervalued,
positioned to benefit from regulatory changes and positioned to benefit from the
industry-wide trend of consolidation. In fact, by removing this restriction, the
fund may be better enabled to execute this strategy by not being as limited to
one industry within the sector.
Q: How do I vote?
A: Most shareholders vote by completing, signing and returning the enclosed
proxy card using the postage-paid envelope provided. If you prefer to vote in
person, you are cordially invited to attend a meeting of shareholders of your
fund, which will be held at 9:00 a.m. on December 1, 2000, at our 101 Huntington
Avenue headquarters in Boston, Massachusetts. Or, you may also vote by calling
our toll-free number from a touch-tone phone or via the Internet by utilizing a
program provided through a vendor. Please refer to the enclosed proxy and proxy
card for more information and voting instructions. If you do vote
electronically, you do not need to mail your proxy card. If you vote now, you
will help avoid further solicitations.
<PAGE>
JOHN HANCOCK FINANCIAL INDUSTRIES FUND
(a series of John Hancock Investment Trust II)
101 Huntington Avenue
Boston, MA 02199
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 1, 2000
This is the formal agenda for your fund's special meeting. It tells you what
matters will be voted on and the time and place of the meeting, in case you want
to attend in person.
To the shareholders of John Hancock Financial Industries Fund:
A special meeting of shareholders of your fund will be held at 101 Huntington
Avenue, Boston, Massachusetts on Friday, December 1, 2000, at 9:00 a.m., Eastern
Time, to consider the following:
1. A proposal to eliminate the investment restriction requiring your fund to
invest more than 25% of its assets in the banking industry. Your board of
trustees recommends that you vote FOR this proposal.
2(a)-(e). Proposals to amend other investment restrictions of your fund. Your
board of trustees recommends that you vote FOR these proposals.
3. Any other business that may properly come before the meeting.
Shareholders of record as of the close of business on September 12, 2000 are
entitled to vote at the meeting and any related follow-up meetings.
Whether or not you expect to attend the meeting, please take a few minutes to
vote now.
By order of the board of trustees,
Susan S. Newton
Secretary
October 10, 2000
<PAGE>
PROXY STATEMENT OF
JOHN HANCOCK FINANCIAL INDUSTRIES FUND
(a series of John Hancock Investment Trust II)
This proxy statement contains the information you should know before voting on
the proposals as summarized below.
Financial Industries Fund will furnish without charge a copy of its semiannual
report and annual report to any shareholder upon request. Shareholders who want
to obtain a copy of these reports should direct all written requests to the
attention of the fund, 101 Huntington Avenue, Boston, Massachusetts 02199, or
should call John Hancock Funds at 1-800-225-5291.
INTRODUCTION
This proxy statement is being used by the board of trustees of your fund to
solicit proxies to be voted at a special meeting of shareholders of your fund.
This meeting will be held at 101 Huntington Avenue, Boston, Massachusetts on
Friday, December 1, 2000, at 9:00 a.m., Eastern Time. The purpose of the meeting
is to consider:
1. A proposal to eliminate the investment restriction requiring your fund to
invest more than 25% of its assets in the banking industry. Your board of
trustees recommends that you vote FOR this proposal.
2(a)-(e). Proposals to amend other investment restrictions of your fund. Your
board of trustees recommends that you vote FOR these proposals.
3. Any other business that may properly come before the meeting.
This proxy statement and the proxy card are being mailed to fund shareholders on
or about October 10, 2000.
Who is Eligible to Vote?
Shareholders of record on September 12, 2000 are entitled to attend and vote on
each proposal at the meeting or any adjourned meeting. Each share is entitled to
one vote. Shares represented by properly executed proxies, unless revoked before
or at the meeting, will be voted according to shareholder instructions. If you
sign a proxy, but do not fill in a vote, your shares will be voted to approve
the proposals. If any other business comes before the meeting, your shares will
be voted at the discretion of the persons named as proxies.
<PAGE>
PROPOSAL 1
AMENDMENT TO THE FUND'S INVESTMENT RESTRICTIONS TO ELIMINATE
THE 25% BANKING INDUSTRY CONCENTRATION REQUIREMENT
If the fund's shareholders approve this proposal, the fund's investment
restrictions will be amended to eliminate the concentration policy requiring the
fund to invest more than 25% of its assets in the banking industry.
When the John Hancock Financial Industries Fund was created in March, 1996, the
25% banking industry concentration policy was included to build on the success
of the established John Hancock Regional Bank Fund.
Since the Financial Industries Fund's inception, the financial services sector
has undergone a momentous change with the enactment of the Gramm-Leach-Bliley
Financial Services Modernization Act of 1999. This Act removed many of the
Depression-era restrictions that prohibited broad affiliations in the banking,
insurance and securities industries. In this new and deregulated environment, it
has become increasingly difficult to characterize financial services companies
as being in one particular industry. As a result, it has also become
increasingly difficult for the fund to meet this outdated restriction.
In addition, across the changing landscape of the financial services sector, the
best opportunities are not limited to the banking industry. In fact, it is
possible that the majority of these opportunities may fall outside the banking
industry, in areas such as the insurance industry. This restriction limits the
fund's ability to fully capitalize on the sector's best opportunities, and does
not reflect the reality of today's financial services sector.
Eliminating the 25% banking industry concentration policy may benefit
shareholders by allowing the fund to take advantage of investment opportunities
in the rapidly changing financial services sector that it may otherwise have to
forego if the banking industry concentration policy remains in place.
The fund will continue to invest at least 65% of assets in financial services
companies, which include companies in the banking industry.
2
<PAGE>
The table below sets forth the fund's current fundamental restriction in the
left-hand column and the proposed amended restriction in the right-hand column.
------------------------------------------------------------------------------------------------------------------------------------
Current Fundamental Amended Fundamental
Restriction Restriction
------------------------------------------------------------------------------------------------------------------------------------
1 The fund may not purchase the Amended as follows: The fund may
securities of issuers conducting not purchase the securities of
their principal activity in the issuers conducting their principal
same industry if, immediately after activity in the same industry if,
such purchase, the value of its immediately after such purchase,
investments in such industry would the value of its investments in
exceed 25% of its total assets such industry would exceed 25% of
taken at market value at the time its total assets taken at market
of such investment; except that the value at the time of such
fund intends to invest more than investment; except that the fund
25% of its total assets in the will ordinarily invest more than
banking industry and will 25% of its assets in the financial
ordinarily invest more than 25% of services sector. This limitation
its assets in the financial does not apply to investments in
services sector, which includes the obligations of the U.S. government
banking industry. This limitation or any of its agencies,
does not apply to investments in instrumentalities or authorities.
obligations of the U.S. government
or any of its agencies, * * * *
instrumentalities or authorities.
Explanation: The amended
restriction modernizes the fund's
investment restrictions to reflect
recent regulatory changes in the
financial services sector.
------------------------------------------------------------------------------------------------------------------------------------
BOARD EVALUATION AND RECOMMENDATION
For the reasons described above, the fund's trustees, including the independent
trustees, recommend that the shareholders of the fund approve amending the
fund's investment restrictions to eliminate the 25% banking industry
concentration requirement.
If the required approval of shareholders is not obtained, the fund's investment
restriction will remain unchanged.
The trustees of your fund recommend that the shareholders of your fund vote for
the proposal to amend the fund's investment restrictions to eliminate the 25%
banking industry concentration requirement.
3
<PAGE>
PROPOSALS 2(a) through 2(e)
AMENDMENT TO THE FUND'S
INVESTMENT RESTRICTIONS
John Hancock Advisers, Inc. (the "adviser") and your board of trustees recommend
that the following changes be made to modernize your fund's investment
restrictions. They recommend amending several fundamental investment
restrictions and re- designating one fundamental investment restriction as
non-fundamental. The purpose of this proposal is to provide your fund with a set
of investment restrictions that reflect the current legal and investment
environment. Similar changes have already been made to other John Hancock funds.
We are asking you to vote on these changes because the restrictions are
fundamental and may be changed only with shareholder approval.
The Investment Company Act of 1940 (the "1940 Act") requires mutual funds to
adopt fundamental investment restrictions covering certain types of investment
practices. It is recommended that some of the fundamental restrictions be
liberalized to the extent permitted under the 1940 Act in light of current
interpretive positions of the staff of the Securities and Exchange Commission
(the "SEC"). In addition, your fund is also subject to a fundamental restriction
that is not required by the 1940 Act or any other current laws. This restriction
was adopted in the past to reflect certain regulatory, business or industry
conditions which are no longer in effect.
The adviser expects that you will benefit from these proposed changes to the
fund's fundamental investment restrictions in several ways. First, the proposed
changes to the fund's fundamental restrictions expand the range of investment
opportunities and techniques available to manage the fund's portfolio. The
adviser carefully evaluates all new investment opportunities to determine
whether any would be suitable for the fund given its investment objective,
policies and risk profile. The adviser believes that the proposed changes to the
fund's fundamental restrictions will provide the fund with additional
flexibility to respond more quickly to new developments and changing trends in
the marketplace whenever the adviser determines that a response is both
appropriate and prudent.
Second, the proposed changes to the fund's investment restrictions are designed
to produce a clearer and more concise set of restrictions. These revised
restrictions parallel the investment restrictions of other funds managed by the
adviser, which will facilitate the adviser's compliance efforts. Also, these
revised restrictions should assist investors in understanding the
characteristics and risks associated with this fund and will allow for more
effective comparison to other mutual funds with similar investment objectives.
The fund has no current intention of changing its actual investment strategies
as a result of these amendments.
4
<PAGE>
Proposed Amendments to Investment Restrictions
The table below sets forth the fund's current fundamental restrictions in the
left-hand column and the proposed amended restrictions in the right-hand column.
------------------------------------------------------------------------------------------------------------------------------------
Current Fundamental Restriction Amended Fundamental
Restriction
------------------------------------------------------------------------------------------------------------------------------------
2(a) The fund may not purchase Purchases on Margin: Amended and
securities on margin or make short reclassified as a non-fundamental
sales, or unless, by virtue of its restriction (not required by the
ownership of other securities, the 1940 Act).
fund has the right to obtain
securities equivalent in kind and The fund may not purchase
amount to the securities sold and, securities on margin, except that
if the right is conditional, the the fund may obtain such short-term
sale is made upon the same credits as may be necessary for the
conditions, except (i) in clearance of securities
connection with arbitrage transactions.
transactions, (ii) for hedging the
fund's exposure to an actual or Short Sales: Eliminated (not
anticipated market decline in the required by the 1940 Act).
value of its securities, (iii) to
profit from an anticipated decline Explanation: The board has adopted
in the value of a security, and a non-fundamental restriction
(iv) obtaining such short-term prohibiting the fund from
credits as may be necessary for the purchasing securities on margin.
clearance of purchases and sales of The fund may engage in short sales
securities. entered into in accordance with the
fund's investment policies.
------------------------------------------------------------------------------------------------------------------------------------
2(b) The fund may not borrow money, Amended as follows: The fund may
except for the following not borrow money, except: (i) for
extraordinary or emergency temporary or short-term purposes or
purposes: (i) from banks for for the clearance of transactions
temporary or short-term purposes or in amounts not to exceed 33 1/3% of
for the clearance of transactions the value of the fund's total
in amounts not to exceed 33 1/3% of assets (including the amount
the value of the fund's total borrowed) taken at market value;
assets (including the amount (ii) in connection with the
borrowed) taken at market value; redemption of fund shares or to
(ii) in connection with the finance failed settlements of
redemption of fund shares or to portfolio trades without
finance failed settlements of immediately liquidating portfolio
portfolio trades without securities or other assets; (iii)
immediately liquidating in order to fulfill com-
------------------------------------------------------------------------------------------------------------------------------------
5
<PAGE>
------------------------------------------------------------------------------------------------------------------------------------
Current Fundamental Restriction Amended Fundamental
Restriction
------------------------------------------------------------------------------------------------------------------------------------
2(b) portfolio securities or other mitments or plans to purchase
cont. assets; and (iii) in order to additional securities pending the
fulfill commitments or plans to anticipated sale of other portfolio
purchase additional securities securities or assets; (iv) in
pending the anticipated sale of connection with entering into
other portfolio securities or reverse repurchase agreements and
assets. For purposes of this dollar rolls, but only if after
investment restriction, the each such borrowing there is asset
deferral of trustees' fees and coverage of at least 300% as
transactions in short sales, defined in the 1940 Act; and (v) as
futures contracts, options on otherwise permitted under the 1940
futures contracts, securities or Act. For purposes of this
indices and forward commitment investment restriction, the
transactions shall not constitute deferral of trustees' fees and
borrowing. transactions in short sales,
futures contracts, options on
futures contracts, securities or
indices and forward commitment
transactions shall not constitute
borrowing.
* * * *
Explanation: The amended
restriction does not change the
maximum amount of money which the
fund may borrow but makes more
explicit certain exceptions to the
general prohibition against
borrowing. The amended restriction
also affords the fund additional
flexibility to borrow money if the
adviser determines such borrowing
is in the best interests of the
fund and is consistent both with
the fund's investment objective and
with the requirements of the 1940
Act.
------------------------------------------------------------------------------------------------------------------------------------
6
<PAGE>
------------------------------------------------------------------------------------------------------------------------------------
Current Fundamental Restriction Amended Fundamental
Restriction
------------------------------------------------------------------------------------------------------------------------------------
2(c) The fund may not issue senior Amended as follows: The fund may
securities, except as permitted by not issue senior securities, except
the fund's fundamental investment as permitted by the fund's
restrictions on borrowing. For fundamental investment restrictions
purposes of this restriction, the on borrowing, lending and investing
issuance of shares of beneficial in commodities, and as otherwise
interest in multiple classes or permitted by the 1940 Act. For
series, the deferral of trustees' purposes of this restriction, the
fees, the purchase or sale of issuance of shares of beneficial
options, futures contracts, forward interest in multiple classes or
commitments and repurchase series, the deferral of trustees'
agreements entered into in fees, the purchase or sale of
accordance with the fund's options, futures contracts and
investment policies are not deemed options on futures contracts,
to be senior securities. forward commitments, forward
foreign exchange contracts and
repurchase agreements entered into
in accordance with the fund's
investment policies are not deemed
to be senior securities.
Explanation: This restriction has
been amended for improved clarity,
but has not been substantively
changed.
------------------------------------------------------------------------------------------------------------------------------------
2(d) The fund may not purchase or sell Amended as follows: The fund may
real estate except that the fund not purchase, sell or invest in
may (i) acquire or lease office real estate, but subject to its
space for its own use, (ii) invest other investment policies and
in securities of issuers that restrictions may invest in
invest in real estate or interest securities of companies that deal
therein, (iii) invest in securities in real estate or are engaged in
that are secured by real estate or the real estate business. These
interests therein, (iv) purchase companies include real estate
and sell mortgage-related investment trusts and securities
securities and (v) hold and sell secured by real estate or interests
real estate acquired by the fund as in real estate. The fund may hold
a result of the ownership of and sell real estate acquired
securities. through default, liquidation or
other distributions of an interest
in real estate as
------------------------------------------------------------------------------------------------------------------------------------
7
<PAGE>
------------------------------------------------------------------------------------------------------------------------------------
Current Fundamental Restriction Amended Fundamental
Restriction
------------------------------------------------------------------------------------------------------------------------------------
2(d) a result of the fund's ownership of
cont. securities.
Explanation: This restriction has
been amended for improved clarity,
but has not been substantively
changed.
------------------------------------------------------------------------------------------------------------------------------------
2(e) The fund may not invest in Amended as follows: The fund may
commodities, except the fund may not invest in commodities or
purchase and sell options on commodity futures contracts, other
securities, securities indices and than financial derivative
currency, futures contracts on contracts. Financial derivatives
securities, securities indices and include forward foreign currency
currency and options on such contracts; financial futures
futures, forward foreign currency contracts and options on financial
exchange contracts, forward futures contracts; options and
commitments, securities index put warrants on securities, currencies
or call warrants and repurchase and financial indices; swaps, caps,
agreements entered into in floors, collars and swaptions; and
accordance with the fund's repurchase agreements entered into
investment policies. in accordance with the fund's
investment policies.
Explanation: This restriction has
been amended for improved clarity
and to add references to additional
derivative instruments, but
otherwise has not been
substantively changed.
------------------------------------------------------------------------------------------------------------------------------------
8
<PAGE>
BOARD EVALUATION AND RECOMMENDATION
The trustees believe that the proposed amendments to the fund's restrictions
will more clearly reflect current regulatory practice and will expand the
investment opportunities available to the fund. Accordingly, the trustees
recommend that you approve the proposal to change the fund's fundamental
investment restrictions as described above.
If the required approval of a change to a restriction is not obtained, the
current investment restriction will continue in effect.
The trustees of your fund recommend that the shareholders of your fund vote for
these proposals to amend the fund's investment restrictions.
VOTING RIGHTS AND REQUIRED VOTE
Each share of your fund is entitled to one vote. Approval of each proposal
requires the affirmative vote of a majority of the shares of your fund
outstanding and entitled to vote. For this purpose, a majority of the
outstanding shares of your fund means with respect to each proposal the vote of
the lesser of
(1) 67% or more of the shares present at the meeting, if the holders of more
than 50% of the shares of the fund are present or represented by proxy,
or
(2) more than 50% of the outstanding shares of the fund.
Shares of your fund represented in person or by proxy, including shares which
abstain or do not vote with respect to a proposal, will be counted for purposes
of determining whether there is a quorum at the meeting. Accordingly, an
abstention from voting has the same effect as a vote against a proposal.
However, if a broker or nominee holding shares in "street name" indicates on the
proxy card that it does not have discretionary authority to vote on a proposal,
those shares will not be considered present and entitled to vote on that
proposal. Thus, a "broker non-vote" has no effect on the voting in determining
whether a proposal has been adopted in accordance with clause (1) above, if more
than 50% of the outstanding shares (excluding the "broker non-votes") are
present or represented. However, for purposes of determining whether a proposal
has been adopted in accordance with clause (2) above, a "broker non-vote" has
the same effect as a vote against that proposal because shares represented by a
"broker non-vote" are considered to be outstanding shares.
9
<PAGE>
INFORMATION CONCERNING THE MEETING
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be solicited by
telephone, by fax or in person by the trustees, officers and employees of your
fund; by personnel of the adviser, the fund's principal distributor, John
Hancock Funds, Inc., and the fund's transfer agent, John Hancock Signature
Services, Inc., or by broker-dealer firms and a third party solicitation firm.
Signature Services, together with a third party solicitation firm, has agreed to
provide proxy solicitation services at a cost of approximately $_______, which
will be paid by the fund.
The mailing address of the fund, the adviser and John Hancock Funds, Inc. is 101
Huntington Avenue, Boston, Massachusetts, 02199.
Revoking Proxies
A shareholder signing and returning a proxy has the power to revoke it at any
time before it is exercised:
o By filing a written notice of revocation with your fund's transfer agent, John
Hancock Signature Services, Inc., 1 John Hancock Way, Suite 1000, Boston,
Massachusetts 02217-1000,
o By returning a duly executed proxy with a later date before the time of the
meeting,
or
o If a shareholder has executed a proxy but is present at the meeting and wants
to vote in person, by notifying the secretary of the fund (without complying
with any formalities) at any time before it is voted.
Being present at the meeting alone does not revoke a previously executed and
returned proxy.
Outstanding Shares and Quorum
As of September 12, 2000, _____________ Class A shares, __________ Class B
shares and ________Class C shares of beneficial interest of the fund were
outstanding. Only shareholders of record on September 12, 2000 (record date) are
entitled to notice of and to vote at the meeting. A majority of the outstanding
shares of the fund that are entitled to vote will be considered a quorum for the
transaction of business.
Other Business
The fund's board of trustees knows of no business to be presented for
consideration at the meeting other than the proposal. If other business is
properly brought before the meeting, proxies will be voted according to the best
judgment of the persons named as proxies.
10
<PAGE>
Adjournments
If a quorum is not present in person or by proxy at the time any session of the
meeting is called to order, the persons named as proxies may vote those proxies
that have been received to adjourn the meeting to a later date. If a quorum is
present but there are not sufficient votes in favor of the proposal, the persons
named as proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies concerning the proposal. Any adjournment will
require the affirmative vote of a majority of the fund's shares at the session
of the meeting to be adjourned. If an adjournment of the meeting is proposed
because there are not sufficient votes in favor of the proposal, the persons
named as proxies will vote those proxies favoring the proposal in favor of
adjournment, and will vote those proxies against the proposal against
adjournment.
Telephone Voting
In addition to soliciting proxies by mail, by fax or in person, the fund may
also arrange to have votes recorded by telephone by officers and employees of
the fund or by personnel of the adviser or transfer agent or by a third party
solicitation firm. The telephone voting procedure is designed to verify a
shareholder's identity, to allow a shareholder to authorize the voting of shares
in accordance with the shareholder's instructions and to confirm that the voting
instructions have been properly recorded. The fund has not obtained an opinion
of counsel about telephone voting, but is currently not aware of any challenge.
o A shareholder will be called on a recorded line at the telephone number in the
fund's account records and will be asked to provide the shareholder's social
security number or other identifying information.
o The shareholder will then be given an opportunity to authorize proxies to vote
his or her shares at the meeting in accordance with the shareholder's
instructions.
Alternatively, you can call our toll-free number to vote by telephone.
o Read the proxy statement and have your proxy card at hand.
o Call the toll-free number located on your proxy card.
o Enter the 14-digit "control number" found on your proxy card.
o Follow the recorded instructions.
To ensure that the shareholder's instructions have been recorded correctly, the
shareholder will also receive a confirmation of the voting instructions by mail.
A toll-free number will be available in case the voting information contained in
the confirmation is incorrect. If the shareholder decides after voting by
telephone to attend the meeting, the shareholder can revoke the proxy at that
time and vote the shares at the meeting.
11
<PAGE>
Internet Voting
You will have the opportunity to submit your voting instructions via the
Internet by utilizing a program provided through a vendor. Voting via the
Internet will not affect your right to vote in person if you decide to attend
the meeting. Do not mail the proxy card if you are voting via the Internet. To
vote via the Internet, you will need the 14-digit "control number" that appears
on your proxy card. These Internet voting procedures are designed to
authenticate shareholder identities, to allow shareholders to give their voting
instructions, and to confirm that shareholders' instructions have been recorded
properly. If you are voting via the Internet you should understand that there
may be costs associated with electronic access, such as usage charges from
Internet access providers and telephone companies, that must be borne by you.
o Read the proxy statement and have your proxy card at hand.
o Go to the Web site www.jhfunds.com.
o Select the shareholders entryway.
o Select the proxy voting link.
o Enter the 14-digit "control number" found on your proxy card.
o Follow the instructions on the Web site. Please call us at 1-800-225-5291 if
you have any problems.
o To ensure that the shareholder's instructions have been recorded correctly,
the shareholder will receive a confirmation of the voting instructions
immediately after submission and also by e-mail if chosen.
OWNERSHIP OF SHARES IN THE FUNDS
To the knowledge of the fund, as of September 12, 2000, the following persons
owned of record or beneficially 5% or more of the outstanding Class A, Class B
and Class C shares of your fund.
--------------------------------------------------------------------------------
TABLE OF
5%-AND-MORE SHAREHOLDERS
TO COME
--------------------------------------------------------------------------------
12
<PAGE>
As of September 12, 2000, the trustees and officers of the fund owned in the
aggregate less than 1% of the outstanding shares of the fund.
13
<PAGE>
----------------------
Thank
You
for mailing
your proxy card
promptly!
----------------------
[LOGO] JOHN HANCOCK
John Hancock Funds, Inc. Mutual Funds
Member NASD Institutional Services
Private Managed Accounts
101 Huntington Avenue Retirement Services
Boston, MA 02199-7603 Insurance Services
1-800-225-5291
1-800-554-6713 (TDD)
www.jhfunds.com 700PX 10/00
<PAGE>
<S> <C>
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE
INTERNET CALL TOLL-FREE 1-888-221-0697
OR LOG ON TO WWW.JHFUNDS.COM
***control number: 999 999 999 999 99 *** Please fold and detach card at perforation before mailing
JOHN HANCOCK FINANCIAL INDUSTRIES FUND THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS- DECEMBER 1, 2000
The undersigned, revoking previous proxies, hereby appoint(s) Maureen R. Ford,
James J. Stokowski and Susan S. Newton, with full power of substitution in each,
to vote all the shares of beneficial interest of John Hancock Financial
Industries Fund ("Financial Industries Fund") which the undersigned is (are)
entitled to vote at the Special Meeting of Shareholders (the "Meeting") of
Financial Industries Fund to be held at 101 Huntington Avenue, Boston,
Massachusetts 02199, on December 1, 2000 at 9:00 a.m., Eastern Time, and any
adjournment(s) of the Meeting. All powers may be exercised by a majority of all
proxy holders or substitutes voting or acting, or, if only one votes and acts,
then by that one. Receipt of the Proxy Statement dated October 10, 2000 is
hereby acknowledged. If not revoked, this proxy shall be voted for the
proposals.
Date_____________________________, 2000
o Please complete, sign, date and return this proxy in the enclosed envelope as
soon as possible.
o Please sign exactly as your name or names appear left. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title as such.
o If a Corporation, please sign in full corporate name by president or other
authorized officer.
o If a partnership, please sign in partnership name by authorized person.
----------------------------------------
Signature (s)
<PAGE>
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND
THE EXPENSE OF ADDITIONAL MAILINGS
Specify your desired action by a check mark in the appropriate space. This proxy
will be voted as specified. If no specification is made, the proxy will be voted
in favor of each item. The persons named as proxies have discretionary authority
which they intend to exercise in favor of the proposal referred to and according
to their best judgment as to any other matters which properly come before the
meeting.
Please vote by filling in the appropriate boxes below.
1. To eliminate the investment restriction requiring the fund to invest
more than 25% of its assets in the banking industry.
FOR AGAINST ABSTAIN
ITEMS 2(a) - (e): To amend the fund's investment restrictions.
To vote your desired action for items 2(a)-(e) together.
FOR AGAINST ABSTAIN
To vote your desired action for each item individually.
2. (a) To amend the fund's investment restriction on margin purchases and short sales.
FOR AGAINST ABSTAIN
2 (b) To amend the fund's investment restriction on borrowing money.
FOR AGAINST ABSTAIN
2 (c) To amend the fund's investment restriction on issuing senior securities.
FOR AGAINST ABSTAIN
2 (d) To amend the fund's investment restriction on purchasing real estate.
FOR AGAINST ABSTAIN
2 (e) To amend the fund's investment restriction on purchasing commodities.
FOR AGAINST ABSTAIN
PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD
<PAGE>
--------------------------------------------------------------------------------
Internet Proxy Voting Service
--------------------------------------------------------------------------------
Please Enter Control Number from Your Proxy Card: [ ] [ ] [ ] [ ] [ ]
Check here / / to vote all proposals as the Board recommends, then click the
VOTE button below.
-OR-
To vote each proposal separately, click the VOTE button only.
[VOTE]
[Sample graphics of where your Control Number is located on card.
proxyweb.com is a service of:
Management Information Service Corp
--------------------------------------------------------------------------------
Full service proxy specialists
This site is best viewed using
Netscape or Internet Explorer version
3.0 or Higher
and using a display resolution of 800
600.
<PAGE>
[LOGO] JOHN HANCOCK FUNDS Internet Proxy Voting
A Global Investment Management Firm Service
Proxy Voting Form
John Hancock Funds
Financial Industries Fund
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE PROXY
WILL BE VOTED IN FAVOR OF EACH ITEM.
Proposal 1. To eliminate the investment restriction requiring the fund
to invest more than 25% of its assets in the banking industry. FOR AGAINST ABSTAIN
==========================================================================================================================
Proposal To amend the fund's investment restriction on margin
2.(a) purchases and short sales. FOR AGAINST ABSTAIN
==========================================================================================================================
Proposal To amend the fund's investment restriction on borrowing
2.(b) money. FOR AGAINST ABSTAIN
==========================================================================================================================
Proposal To amend the fund's investment restriction on issuing senior
2.(c) securities. FOR AGAINST ABSTAIN
==========================================================================================================================
Proposal To amend the fund's investment restriction on purchasing
2.(d) real estate. FOR AGAINST ABSTAIN
==========================================================================================================================
Proposal To amend the fund's investment restriction on purchasing
2.(e) commodities. FOR AGAINST ABSTAIN
==========================================================================================================================
Please refer to the proxy statement for discussion of each of these matters.
---------------------------------------------------------------------------------------------------------------------------
To receive email confirmation, enter your email address here: [___________________]
Press this button to [Submit] your Proxy Vote.
Please review your selections carefully before voting.
If you vote more than once on the same Proxy, only your last (most recent) vote will be considered valid.
<PAGE>
[LOGO] JOHN HANCOCK FUNDS Internet Proxy Voting
A Global Investment Management Firm Service
Proxy Voting Form
John Hancock Funds
Financial Industries Fund
--------------------------------------------------------------------------------
Thank you! Your vote has been submitted.
--------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE PROXY
WILL BE VOTED IN FAVOR OF EACH ITEM.
Proposal 1. To eliminate the investment restriction requiring the fund
to invest more than 25% of its assets in the banking industry. FOR
Proposal To amend the fund's investment restriction on margin
2.(a) purchases and short sales. FOR
Proposal To amend the fund's investment restriction on borrowing
2.(b) money. FOR
Proposal To amend the fund's investment restriction on issuing senior
2.(c) securities. FOR
Proposal To amend the fund's investment restriction on purchasing
2.(d) real estate. FOR
Proposal To amend the fund's investment restriction on purchasing
2.(e) commodities. FOR
Please refer to the proxy statement for discussion of each of these matters.
--------------------------------------------------------------------------------
Your email confirmation has been sent to: ___________________________.com
<PAGE>
Subject: Confirmation of Internet Proxy Vote
Your vote for Control Number 053 070 999 999 99 has been submitted to John
Hancock Funds for Financial Industries Fund as follows:
--------------------------------------------------------------------------------
Proposal 1. To eliminate the investment restriction requiring the fund
to invest more than 25% of its assets in the banking industry. FOR
Proposal To amend the fund's investment restriction on margin
2.(a) purchases and short sales. FOR
Proposal To amend the fund's investment restriction on borrowing
2.(b) money. FOR
Proposal To amend the fund's investment restriction on issuing senior
2.(c) securities. FOR
Proposal To amend the fund's investment restriction on purchasing
2.(d) real estate. FOR
Proposal To amend the fund's investment restriction on purchasing
2.(e) commodities. FOR
Thank you for voting.
</TABLE>