As filed with the Securities and Exchange Commission on January 17, 2001.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-0560
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 III
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK INVESTMENT TRUST III
(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>
SHAREHOLDER LETTER - JOHN HANCOCK LARGE CAP GROWTH FUND
Dear Fellow Shareholder,
I am writing to ask for your vote on important matters concerning your
investment in the John Hancock Large Cap Growth Fund.
Your fund has an investment restriction imposing a 5% limit on the fund's
holdings of securities of any one issuer. In order to allow the fund greater
investment flexibility, your fund's trustees are asking you to approve restating
this restriction to follow the 1940 Act diversification definition, which allows
up to 25% of the fund's assets to be invested regardless of this limit.
Your fund's trustees are also asking you to amend other investment restrictions
in order to provide your fund with a set of investment restrictions that reflect
the current legal and investment environment. 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 long-term
capital appreciation by investing primarily in stocks of large capitalization
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, President and CEO
<PAGE>
Q&A for JOHN HANCOCK LARGE CAP GROWTH FUND
Q: Why are you modifying the investment restriction regarding investing more
than 5% of the total fund's assets in any one issuer?
A: Modifying this restriction will provide the fund's portfolio management team
with more flexibility with a portion of the fund's assets by allowing them to
buy stock of one issuer in amounts greater than 5% of the fund's total assets.
This restriction will be modified to follow the 1940 Act diversification
definition, which allows up to 25% of a fund's assets to be invested regardless
of this limit.
Q: Why are several other investment restrictions being amended?
A: Your fund's restrictions were drafted in 1968 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 and give your fund more flexibility to respond to
opportunities in the marketplace.
Q: Do these changes to the fund's investment restrictions signify a change in
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 long-term
capital appreciation by investing primarily in stocks of large capitalization
companies. The fund's portfolio management team will continue to seek out
companies that they believe will grow at an above average growth rate.
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 April 25, 2001, at our 101 Huntington
Avenue headquarters in Boston, Massachusetts. 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 proxy card for more
information and voting instructions. If you choose to vote electronically, you
do not need to mail your proxy card. If you vote now, you will help avoid
further solicitations.
<PAGE>
JOHN HANCOCK LARGE CAP GROWTH FUND
(a series of John Hancock Investment Trust III)
101 Huntington Avenue
Boston, MA 02199
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 2001
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 Large Cap Growth Fund:
A special meeting of shareholders of your fund will be held at 101 Huntington
Avenue, Boston, Massachusetts on Wednesday, April 25, 2001 at 9:00 A.M., Eastern
time, to consider the following:
1. (a)-(h) Proposals to amend certain investment restrictions of your
fund. Your board of trustees recommends that you vote FOR
these proposals.
2. Any other business that may properly come before the meeting.
Shareholders of record as of the close of business on February 8, 2001 are
entitled to vote at the meeting and any related follow-up meetings.
Whether or not you expect to attend the meeting, please complete and return the
enclosed proxy card. Please take a few minutes to vote now.
By order of the board of trustees,
/s/Susan S. Newton
------------------
Susan S. Newton
Secretary
February 27, 2001
<PAGE>
PROXY STATEMENT OF
JOHN HANCOCK LARGE CAP GROWTH FUND
(a series of John Hancock Investment Trust III)
This proxy statement contains the information you should know before voting on
the proposals as summarized below.
Large Cap Growth Fund will furnish without charge a copy of its most recent
semiannual and annual reports 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
Wednesday, April 25, 2001 at 9:00 A.M., Eastern time. The purpose of the meeting
is to consider:
1. (a)-(h) Proposals to amend certain investment restrictions of your
fund. Your board of trustees recommends that you vote FOR
these proposals.
2. Any other business that may properly come before the meeting.
This proxy statement and the proxy card are being mailed to your fund's
shareholders on or about February 27, 2001.
Who is Eligible to Vote?
Shareholders of record on February 8, 2001 are entitled to attend and vote on
each proposal at the meeting or any adjourned meeting. Each share is entitled to
one vote. Shares represented by properly executed proxies, unless revoked before
or at the meeting, will be voted according to shareholders' instructions. If you
sign a proxy, but do not fill in a vote, your shares will be voted to approve
the proposals. If any other business comes before the meeting, your shares will
be voted at the discretion of the persons named as proxies.
2
<PAGE>
PROPOSALS 1 (a) through 1(h)
AMENDMENTS TO THE FUND'S
INVESTMENT RESTRICTIONS
John Hancock Advisers, Inc. (the "adviser") and your fund's board of trustees
recommend amending several fundamental investment restrictions in order 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. Your fund's board of trustees recommend that some of your fund's
fundamental restrictions be liberalized as permitted under the 1940 Act and
current interpretive positions of the Securities and Exchange Commission (the
"SEC"). In addition, your fund's trustees recommend the elimination of 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.
3
<PAGE>
<TABLE>
<CAPTION>
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.
<S> <C> <C>
---------------- -------------------------------------------------------- ----------------------------------------------
Proposal Current Fundamental Restriction Amended Fundamental Restriction
---------------- -------------------------------------------------------- ----------------------------------------------
1(a) The Fund may not purchase the securities of issuers Amended as follows: The Fund may not
conducting their principal business activity in the purchase the securities of issuers
same industry if, immediately after such purchase, the conducting their principal activity in the
value of its investments in such industry would exceed same industry if, immediately after such
25% of its total assets taken at market value at the purchase, the value of its investments in
time of each investment. This limitation does not such industry would exceed 25% of its total
apply to investments in obligations of the U.S. assets taken at market value at the time of
Government or any of its agencies or instrumentalities. such investment. This limitation does not
apply to investments in obligations of the
U.S. Government or any of its agencies,
instrumentalities or authorities.
* * * * * *
Explanation: This restriction has been
amended for improved clarity, but has not
been substantively changed.
---------------- -------------------------------------------------------- ----------------------------------------------
4
<PAGE>
---------------- -------------------------------------------------------- ----------------------------------------------
Proposal Current Fundamental Restriction Amended Fundamental Restriction
---------------- -------------------------------------------------------- ----------------------------------------------
1(b) The fund may not borrow money, except from banks as a Amended as follows: The fund may
temporary measure for extraordinary emergency purposes not borrow money, except: (i) for
in amounts not to exceed 33 1/3% of the Fund's total temporary or short-term purposes or
assets (including the amount borrowed) taken at market for the clearance of transactions
value. The Fund will not use leverage to attempt to in amounts not to exceed 33 1/3% of
increase income. The Fund will not purchase the value of the fund's total
securities while outstanding borrowings exceed 5% of assets (including the amount
the Fund's total assets. borrowed) taken at market value;
(ii) in connection with the
redemption of fund shares or to
finance failed settlements of
portfolio trades without
immediately liquidating portfolio
securities or other assets, (iii)
in order to fulfill commitments or
plans to purchase additional
securities pending the anticipated
sale of other portfolio securities
or assets; (iv) in connection with
entering into reverse repurchase
agreements and dollar rolls, but
only if after each such borrowing
there is asset coverage of at least
300% as defined in the 1940 Act;
and (v) as otherwise permitted
under the 1940 Act. For purposes of
this investment restriction, the
deferral of trustees' fees and
transactions in short sales,
futures contracts, options on
futures contracts, securities or
indices and forward commitment
transactions shall not constitute
borrowing.
* * * * * *
Explanation: The amended
restriction does not change the
maximum amount of money which the
fund may borrow but makes more
explicit certain exceptions to the
general prohibition against
borrowing. The amended restriction
also affords the fund additional
flexibility to borrow money 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.
---------------- -------------------------------------------------------- ----------------------------------------------
5
<PAGE>
---------------- -------------------------------------------------------- ----------------------------------------------
---------------- -------------------------------------------------------- ----------------------------------------------
1(c) The fund may not issue senior securities, except as Amended as follows: The fund may
permitted by paragraphs (2), (3) and (6) [lending, not issue senior securities, except
commodities and borrowings, respectively]. For as permitted by the fund's
purposes of this restriction, the issuance of shares fundamental investment restrictions
of beneficial interest in multiple classes or series, on borrowing, lending and investing
the purchase or sale of options, futures contracts in commodities, and as otherwise
and options on futures contracts, forward permitted by the 1940 Act. For
commitments, forward foreign currency exchange purposes of this restriction, the
contracts and repurchase agreements entered into in issuance of shares of beneficial
accordance with the Fund's investment policy, and the interest in multiple classes or
pledge, mortgage or hypothecation of the Fund's series, the deferral of Trustees'
assets within the meaning of paragraph (7) [pledging fees, the purchase or sale of
assets]are not deemed to be senior securities. options, futures contracts and
options on futures contracts,
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.
---------------- -------------------------------------------------------- ----------------------------------------------
1(d) The fund may not purchase or sell real estate or any Amended as follows: The fund may
interest therein, except that the Fund may invest in not purchase, sell or invest in
securities of corporate entities secured by real real estate, but subject to its
estate or marketable interests therein or issued by other investment policies and
companies that invest in real estate or interests restrictions may invest in
therein. securities of companies that deal
in real estate or are engaged in
the real estate business. These
companies include real estate
investment trusts and securities
secured by real estate or interests
in real estate. The fund may hold
and sell real estate acquired
through default, liquidation or
other distributions of an interest
in real estate as a result of the
fund's ownership of securities.
* * * * * *
Explanation: This restriction has been
amended for improved clarity, but has not
been substantively changed.
---------------- -------------------------------------------------------- ----------------------------------------------
6
<PAGE>
---------------- -------------------------------------------------------- ----------------------------------------------
1(e) The fund may not invest in commodities or in commodity Amended as follows: The fund may not invest
contracts or in puts, calls, or combinations of both in commodities or commodity futures
except options on securities, securities indices, contracts, other than financial derivative
currency and other financial instruments, futures contracts. Financial derivatives include
contracts on securities, securities indices, currency forward foreign currency contracts;
and other financial instruments, options on such financial futures contracts and options on
futures contracts, forward commitments, forward financial futures contracts; options and
foreign currency exchange contracts, interest rate or warrants on securities, currencies and
currency swaps, securities index put or call warrants financial indices; swaps, caps, floors,
and repurchase agreements entered into in accordance collars and swaptions; and repurchase
with the Fund's investment policies. agreements entered into 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.
---------------- -------------------------------------------------------- ----------------------------------------------
1(f) The fund may not make loans, except that the Fund (1) Amended as follows: The fund may not make
may lend portfolio securities in accordance With the loans, except that the fund may (i) lend
Fund's investment policies up to 33 1/3% of The Fund's portfolio securities in accordance with the
total assets taken at market value, (2) enter into fund's investment policies up to 33 1/3% of
repurchase agreements, and (3) purchase all or a the fund's total assets taken at market
portion of securities issued or guaranteed by the U.S. value, (ii) enter into repurchase
Government or its agencies or instrumentalities, bank agreements, and (iii) purchase all or a
loan participation interests, bank certificates of portion of an issue of publicly distributed
deposit, bankers' acceptances, debentures or other debt securities, bank loan participation
securities, whether or not the purchase is made upon interests, bank certificates of deposit,
the original issuance of the securities. bankers' acceptances, debentures or other
securities, whether or not the purchase is
made upon the original issuance of the
securities.
* * *
Explanation: This restriction has been
amended for improved clarity and to add a
reference to additional debt instruments,
but otherwise has not been substantively
changed.
---------------- -------------------------------------------------------- ----------------------------------------------
7
<PAGE>
---------------- -------------------------------------------------------- ----------------------------------------------
1(g) The fund may not pledge, mortgage or hypothecate its Eliminated: (not required by the 1940 Act).
assets, except to secure indebtedness permitted by * * *
paragraph (6) [borrowing] and then only if such Explanation: This restriction was imposed
pledging, mortgaging or hypothecating does not exceed on the fund by state securities regulations
33 1/3% of the Fund's total assets taken at market that no longer apply to the fund.
value.
---------------- -------------------------------------------------------- ----------------------------------------------
1(h) The fund may not purchase securities of an issuer Amended as follows: The fund may not, with
(other than the U.S. Government, its agencies or respect to 75% of the fund's total assets,
instrumentalities), if (i) such purchase would cause invest more than 5% of the fund's total
more than 5% of the Fund's total assets taken at assets in the securities of any single
market value to be invested in the securities of such issuer or own more than 10% of the
issuer, or (ii) such purchase would at the time outstanding voting securities of any one
result in more than 10% of the outstanding voting issuer, in each case other than (i)
securities of such issuer being held by the Fund. securities issued or guaranteed by the U.S.
Government, its agencies or its
instrumentalities or (ii) securities of
other investment companies.
* * *
Explanation: This restriction has been
amended to conform to the definition of
diversification under the 1940 Act.
---------------- -------------------------------------------------------- ----------------------------------------------
BOARD EVALUATION AND RECOMMENDATION
The trustees believe that the proposed amendments to the fund's restrictions
will more clearly reflect current regulatory practice and will expand the
investment opportunities available to the fund. Accordingly, the trustees
recommend that you approve the proposal to change the fund's fundamental
investment restrictions as described above.
If the required approval of a change to a restriction is not obtained, the
current investment restriction will continue in effect.
The trustees of your fund recommend that the shareholders of your fund vote for
the proposal to amend the fund's investment restrictions.
VOTING RIGHTS AND REQUIRED VOTE
Each share of your fund is entitled to one vote. Approval of each proposal
requires the affirmative vote of a majority of the shares of your fund
outstanding and entitled to vote. For this purpose, a majority of the
outstanding shares of your fund means with respect to each proposal the vote of
the lesser of
(1) 67% or more of the shares present at the meeting, if the holders of
more than 50% of the shares of the fund are present or represented by
proxy,
or
(2) more than 50% of the outstanding shares of the fund.
8
<PAGE>
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.
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. In addition, Signature Services,
together with Georgeson Shareholder Communications, Inc., a third party
solicitation firm, will provide proxy solicitation services at a cost of
approximately $140,000, which will be paid by the Fund.
The mailing address of the fund, the adviser and John Hancock Funds, Inc. is 101
Huntington Avenue, Boston, Massachusetts, 02199.
Revoking Proxies
A shareholder signing and returning a proxy has the power to revoke it at any
time before it is exercised:
o By filing a written notice of revocation with your fund's transfer
agent, John Hancock Signature Services, Inc., 1 John Hancock Way, Suite
1000, Boston, Massachusetts 02217-1000,
o By returning a duly executed proxy with a later date before the time of
the meeting,
or
o If a shareholder has executed a proxy but is present at the meeting and
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 February 8, 2001, _____________ Class A shares, __________ Class B shares
and ________Class C shares of beneficial interest of the fund were outstanding.
Only shareholders of record on February 8, 2001 (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.
9
<PAGE>
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.
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 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.
10
<PAGE>
Internet Voting
You will have he 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.jhancock.com/funds/proxy
----------------------------
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 your instructions have been recorded correctly,
you will also receive a confirmation of the voting instructions
immediately after submission and also by e-mail if chosen.
OWNERSHIP OF SHARES IN THE FUND
To the knowledge of the fund, as of February 8, 2001, 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.
[Insert table of 5% and > shareholders here]
As of February 8, 2001, the trustees and officers of the fund owned in the
aggregate less than 1% of the outstanding shares of the fund.
11
<PAGE>
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE
INTERNET CALL TOLL-FREE 1-800-
597-7836 OR LOG ON TO
WWW.JHANCOCK.COM/FUNDS/PROXY
***control number: 999 999 999 999 99 *** Please fold and detach card at perforation before mailing
JOHN HANCOCK LARGE CAP GROWTH FUND THIS PROXY IS SOLICITED BY THE BOARD
OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS- APRIL 25, 2001
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 Large Cap Growth
Fund ("Large Cap Growth Fund") which the undersigned is (are) entitled to vote
at the Special Meeting of Shareholders (the "Meeting") of Large Cap Growth Fund
to be held at 101 Huntington Avenue, Boston, Massachusetts 02199, on April 25,
2001 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 February 27, 2001 is hereby acknowledged. If not revoked,
this proxy shall be voted for the proposals.
Date________________________________, 2001
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 proposals 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.
ITEMS 1(a) - (h): To amend certain investment restrictions of the fund.
To vote your desired action for each item individually.
-------------------------------------------------------
1. (a) To amend the fund's investment restriction on investing 25% of its assets in the same industry.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
1 (b) To amend the fund's investment restriction on borrowing money.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
1 (c) To amend the fund's investment restriction on issuing senior securities.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
1 (d) To amend the fund's investment restriction on purchasing real estate.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
1 (e) To amend the fund's investment restriction on investing in commodities.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
1(f) To amend the fund's investment restriction on loans.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
1(g) To amend the fund's investment restriction on pledging its assets.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
1(h) To amend the fund's investment restriction on diversification.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD
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[GRAPHIC] MUTUAL FUNDS
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JOHN HANCOCK FUNDS
[Clip art] Below is the list of your holdings. Text next to each
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YOU MUST CLICK VOTE NOW! BUTTON TO COMPLETE YOUR SESSION
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List of Your Holdings Voting instructions
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[Clip art] John Hancock Large Cap Growth Fund > as recommended by the Board
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^ Click on arow to modify voting instructions
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[Clip art] Help me... [Clip art] Abort [Clip art] Vote Now!
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John Hancock Fund Proxy PROXY DIRECT TM
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Shareholder:
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JOHN HANCOCK FUNDS
Account:
Previous vote:
John Hancock Large Cap Growth Fund
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Applicable Campaign Proposals Mark All => [For] [Against] [Board]
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1.a To amend the fund's investment restriction on investing 25% of its assets in
the same industry. For Against Abstain
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1.b To amend the fund's investment restriction on borrowing money. For Against Abstain
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1.c To amend the fund's investment restriction on issuing senior securities. For Against Abstain
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1.d To amend the fund's investment restriction on purchasing real estate. For Against Abstain
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1.e To amend the fund's investment restriction on investing in commodities. For Against Abstain
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1.f To amend the fund's investment restriction on loans. For Against Abstain
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1.g To amend the fund's investment restriction on pledging its assets. For Against Abstain
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1.h To amend the fund's investment restriction on diversification. For Against Abstain
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Any other business that may properly come before the meeting.
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Voting Instructions ^
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[Clip art] Answers have been marked according to the Board's recommendation. [Clip art] Cancel [Clip art] Continue
Please change responses as appropiate before submission. ------ --------
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John Hancock Fund Proxy PROXY DIRECT TM
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Thank you, your voting instructions have been submitted for processing.
If necessary, you can revisit Internet Voting site anytime before the Meeting
Date on Wednesday, April 25, 2001 at 9:00:00 AM[EST] to submit new voting
instructions.
This is the summary of your voting instructions delivered to John Hancock. It is
not a receipt or vote confirmation. You may print this page for your records.
NOTE: Internet voting for this proxy is currently in tsting stage. Your vote
has not been actually entered into the APPS/TR system for tabulation.
Instructions submitted on Monday, January 08, 2001
Transaction Code: 2341234123-175659389
John Hancock Large Cap Growth Fund
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1.a Amend the fund's investment restriction on investing 25% of its assets in
the same industry.
1.b Amend the fund's investment restriction on borrowing money.
1.c Amend the fund's investment restriction on issuing senior securities.
1.d Amend the fund's investment restriction on purchasing real estate.
1.e Amend the fund's investment restriction on investing in commodities.
1.f Amend the fund's investment restriction on loans.
1.g Amend the fund's investment restriction on pledging its assets.
1.h Amend the fund's investment restriction on diversification.
[Clip art] If you wish to vote another card
please click here.
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JOHN HANCOCK FUNDS
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