JOHN HANCOCK SPECIAL EQUITIES FUND
Change of Name of 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 Growth Trends Fund
a Series of John Hancock Special Equities Fund
Change of Name of Trust
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The undersigned, being a majority of the Trustees of John Hancock
Special Equities Fund, a Massachusetts business trust (the "Trust"), hereby
amend the Trust's Amended and Restated Declaration of Trust dated June 8, 1999,
as amended from time to time, to the extent necessary to reflect the change of
the name of the Trust to John Hancock Equity Trust.
Establishment and Designation of New Series of Shares
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The undersigned, being a majority of the Trustees of John Hancock
Special Equities Fund, a Massachusetts business Trust (the "Trust"), acting
pursuant to the Amended and Restated Declaration of Trust dated June 8, 1999, as
amended from time to time (the "Declaration of Trust"), do hereby establish a
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
Growth Trends 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.
<PAGE>
Amendment of Section 5.11
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The undersigned, being a majority of the Trustees of John Hancock
Special Equities Fund, a Massachusetts business trust (the "Trust"), acting
pursuant to Section 8.3 of the Amended and Restated Declaration of Trust dated
June 8, 1999, as amended from time to time, do hereby amend Section 5.11,
effective August 28, 2000, 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 Growth Trends Fund, which consists of Class A
Shares, Class B Shares, and Class C Shares (the "Existing
Series").
The Declaration of Trust is hereby amended to the extent necessary to
reflect the change of name of the Trust, the establishment of an additional
series of Shares, and the amendment of Section 5.11, effective August 28, 2000.
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Declaration of Trust.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument on
the 6th day of June 2000.
/s/Dennis S. Aronwitz /s/Gail D. Fosler
--------------------------------- ---------------------------------
Dennis S. Aronowitz Gail D. Fosler
/s/Stephen L. Brown
--------------------------------- ---------------------------------
Stephen L. Brown William F. Glavin
/s/Richard P. Chapman, Jr. /s/John A. Moore
--------------------------------- ---------------------------------
Richard P. Chapman, Jr. John A. Moore
/s/William J. Cosgrove
--------------------------------- ---------------------------------
William J. Cosgrove Patti McGill Peterson
/s/Leland O. Erdahl /s/John W. Pratt
--------------------------------- ---------------------------------
Leland O. Erdahl John W. Pratt
/s/Richard A. Farrell
--------------------------------- ---------------------------------
Richard A. Farrell Richard S. Scipione
/s/Maureen R. Ford
---------------------------------
Maureen R. Ford
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.
<PAGE>
COMMONWEALTH OF MASSACHUSETTS )
)ss
COUNTY OF SUFFOLK )
Then personally appeared the above-named Dennis S. Aronowitz, Stephen
L. Brown, Richard P. Chapman, Jr., William J. Cosgrove, Leland O. Erdahl,
Richard A. Farrell, Maureen R. Ford, Gail D. Fosler, John A. Moore, and John W.
Pratt, who acknowledged the foregoing instrument to be his or her free act and
deed, before me, this 6th day of June, 2000.
/s/Joan O'Neill
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Notary Public
My Commission Expires: 4/14/2006
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