As filed with the Securities and Exchange Commission on June 29, 1995.
Registration No. 33-5186
Registration No. 811-4651
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 21 [X]
and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 21 [X]
(Check appropriate box or boxes.)
John Hancock Strategic Series
(Exact Name of Registrant as Specified in Charter)
101 Huntington Avenue
Boston, Massachusetts 02199
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code
(617) 375-1500
THOMAS H. DROHAN
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
(Name and Address of Agent for Service)
------------------
It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[X] on September 1, 1995 pursuant to paragraph (a) of Rule 485
------------------
Registrant has previously elected, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, to register an indefinite number of its shares
of beneficial interest for sale under the Securities Act of 1933 and will file
its Rule 24f-2 Notice for the fiscal year ended May 31, 1995 on or about July
21, 1995.
===============================================================================
<PAGE>
JOHN HANCOCK INDEPENDENCE DIVERSIFIED CORE EQUITY FUND
a series of
JOHN HANCOCK STRATEGIC SERIES
CROSS REFERENCE SHEET
Pursuant to Rule 495(a) under the Securities Act of 1933
Item Number Statement of Additional
Form N-1A Part A Prospectus Caption Information Caption
1 Front Cover Page *
2 Expense Information; *
The Fund's Expenses;
Share Price;
Additional Services and Programs
3 The Fund's Financial Highlights; *
Performance
4 Investment Objective and Policies; *
Organization and Management of
the Fund
5 Organization and Management of the *
Fund; The Fund's Expenses; Back
Cover Page
6 Organization and Management of the *
Fund; Dividends and Taxes; How to
Buy Shares; How to Redeem Shares;
Additional Services and Programs
7 How to Buy Shares; Share Price; *
Additional Services and Programs;
Alternative Purchase Arrangements;
The Fund's Expenses; Back cover
page
8 How to Redeem Shares *
9 Not Applicable *
<PAGE>
Item Number Statement of Additional
Form N-1A Part B Prospectus Caption Information Caption
10 * Front Cover Page
11 * Table of Contents
12 * Organization of the
Fund
13 * Investment Objective
and Policies;
Investment
Restrictions
14 * Those Responsible for
Management
15 * Those Responsible for
Management
16 * Investment Advisory
and Other Services;
Distribution Contract;
Transfer Agent
Services; Custody of
Portfolio; Independent
Auditors
17 * Brokerage Allocation
18 * Description of the
Fund's Shares
19 * Net Asset Value;
Additional Services
and Programs
20 * Tax Status
21 * Distribution Contract
22 * Calculation of
Performance
23 * Not Applicable
<PAGE>
JOHN HANCOCK
INDEPENDENCE
DIVERSIFIED CORE
EQUITY FUND
Class A and Class B Shares
Prospectus
September 1, 1995
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----------
<S> <C>
Expense Information 2
The Fund's Financial Highlights 3
Investment Objective and Policies 4
Organization and Management of the Fund 5
Alternative Purchase Arrangements 6
The Fund's Expenses 8
Dividends and Taxes 9
Performance 10
How to Buy Shares 11
Share Price 12
How to Redeem Shares 17
Additional Services and Programs 19
</TABLE>
This Prospectus sets forth information about John Hancock Independence
Diversified Core Equity Fund (the "Fund"), a series of John Hancock Strategic
Series (the "Trust") that you should know before investing. Please read and
retain it for future reference.
Additional information about the Fund has been filed with the Securities
and Exchange Commission (the "SEC"). You can obtain a copy of the Fund's
Statement of Additional Information, dated September 1, 1995, and
incorporated by reference in this Prospectus, free of charge by writing or
telephoning: John Hancock Investor Services Corporation, P.O. Box 9116,
Boston, Massachusetts 02205-9116, 1-800-225-5291.
Shares of the Fund are not deposits or obligations of, or guaranteed or
endorsed by, any bank, and the shares are not federally insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board, or any
other agency.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
EXPENSE INFORMATION
The purpose of the following information is to help you to understand the
various costs and expenses that you will bear, directly or indirectly, when
you purchase shares of the Fund. The operating expenses included in the table
and the hypothetical example below are based on fees and expenses for the
Class A shares of the Fund for the fiscal year ended May 31, 1995, adjusted
to reflect the current fees and expenses. No Class B shares were outstanding
during the period. Actual fees and expenses may be greater or less than those
indicated.
<TABLE>
<CAPTION>
Class A Class B
Shares Shares
---------- ------------
<S> <C> <C>
Shareholder Transaction Expenses
Maximum sales charge imposed on purchases (as a percentage of offering price) 5.00% None
Maximum sales charge imposed on reinvested dividends None None
Maximum deferred sales charge None* 5.00%
Redemption fee+ None None
Exchange fee None None
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management fee*** (net of fee reduction) 0.58% 0.58%
12b-1 fee** 0.30% 1.00%
Other expenses 0.42% 0.42%
Total Fund operating expenses*** 1.30% 2.00%
</TABLE>
* No sales charge is payable at the time of purchase on investments in
Class A shares of $1 million or more, but a contingent deferred sales charge
may be imposed on these investments, as described below under the caption
"Share Price," in the event of certain redemption transactions within one
year of purchase.
** The amount of the 12b-1 fee used to cover service expenses will be up to
0.25% of the Fund's average net assets, and the remaining portion will be
used to cover distribution expenses. See "The Fund's Expenses."
+ Redemption by wire fee (currently $4.00) not included.
*** Expenses reflect a fee reduction by John Hancock Advisers, Inc. (the
"Adviser"), the Fund's investment adviser. Without this fee reduction, expenses
for Class A and Class B shares, respectively, would be: Management fee, 0.75%
and 0.75%; Total Fund operating expenses, 1.47% and 2.17% of the first $100
million of the Fund's average daily net assets. The Adviser reserves the right
to terminate this fee reduction in the future.
<TABLE>
<CAPTION>
Example: 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
You would pay the following expenses for the indicated period
of years on a hypothetical
$1,000 investment, assuming a 5% annual rate of return:
Class A shares $63 $89 $118 $199
Class B shares
--Assuming complete redemption at end of period $70 $93 $128 $215
--Assuming no redemption $20 $63 $108 $215
</TABLE>
(This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.)
The Fund's payment of a distribution fee may result in a long-term
shareholder indirectly paying more than the economic equivalent of the
maximum front-end sales charge permitted under the National Association of
Securities Dealers Rules of Fair Practice.
The management and 12b-1 fees referred to above are more fully explained
in this Prospectus under the caption "The Fund's Expenses" and in the
Statement of Additional Information under the captions "Investment Advisory
and Other Services" and "Distribution Contract."
2
<PAGE>
THE FUND'S FINANCIAL HIGHLIGHTS
The following table of Financial Highlights has been examined by
, the Fund's independent accountants, whose unqualified report is
included in the Fund's 1995 Annual Report and is included in the Fund's
Statement of Additional Information. Further information about the
performance of the Fund is contained in the Fund's Annual Report to
shareholders, which may be obtained free of charge by writing or telephoning
John Hancock Investor Services Corporation ("Investor Services") at the
address or telephone number listed on the front page of this Prospectus. No
Class B shares were outstanding during the periods covered by the table.
Selected data for Class A shares outstanding throughout each period
indicated is as follows:
<TABLE>
<CAPTION>
Year Ended May 31,
---------------------------------
For the Period
June 10, 1991
(commencement
of operations)
to
CLASS A 1995 1994 1993 May 31, 1992
-------- -------- --------- ----------------
<S> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period $ 12.68 $ 12.16 $ 10.98 $ 10.00
------- ------- ------- --------------
Net Investment Income 0.32(c) 0.28(c) 0.22 0.15
Net Realized and Unrealized Gain on Investments 1.77 .52 1.25 0.94
------- ------- ------- --------------
Total from Investment Operations 2.09 0.80 1.47 1.09
------- ------- ------- --------------
Less Distributions:
Dividends from Net Investment Income (0.28) (0.23) (0.23) (0.11)
Distributions from Net Realized Gain on Investments
Sold (0.08) (0.05) (0.06) --
------- ------- ------- --------------
Total Distributions (0.36) (0.28) (0.29) (0.11)
------- ------- ------- --- ----------
Net Asset Value, End of Period $ 14.41 $ 12.68 $ 12.16 $ 10.98
======= ======= ======= ==============
Total Investment Return at Net Asset Value 16.77% 6.60% 13.58% 10.95%(b)
------- ------- ------- --------------
Total Adjusted Investment Return at
Net Asset Value 16.74% 6.15% 11.40% 9.23%
Ratios and Supplemental Data
Net Assets, End of Period (000's omitted) $101,418 $66,612 $12,488 $2,622
Ratio of Expenses to Average Net Assets** 0.70% 0.70% 0.76% 1.66%*
Ratio of Adjusted Expenses to Average Net Assets (a) 0.73% 1.15% 2.94% 3.38%*
Ratio of Net Investment Income to Average Net Assets 2.43% 1.75% 0.18% 0.05%*
Ratio of Adjusted Net Investment Income to Average Net
Assets (a) 2.40% 1.75% 0.18% 0.05%*
Portfolio Turnover Rate 71% 43% 53% 53%
**Fee Reduction per Share $ 0.004(b) $ 0.06(b) $ 0.20 $ 0.15
</TABLE>
* On an annualized basis
(a) Net of any fee reductions
(b) Calculation is not on an annualized basis
(c) On average month end shares outstanding.
3
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The Fund has an investment objective of seeking above average total return.
The investment objective of the Fund is to seek above-average total return,
consisting of capital appreciation and income. The Fund will diversify its
investments to create a portfolio with a risk profile and characteristics
similar to the Standard & Poor's 500 Stock Index. Consequently, the Fund will
invest in a number of industry groups without concentration in any particular
industry. The Fund's investments will be subject to the market fluctuation
and risks inherent in all securities. There can be no assurance that the Fund
will realize its objective.
Most Fund investments consist of common stocks.
Under normal conditions, the Fund invests principally (at least 65% of its
total assets) in common stocks. The Fund will focus on securities of
companies which the Fund's management believes offer outstanding capital
growth and/or income potential over both the intermediate and long term. The
Fund's management considers stocks which combine value and improving
fundamentals to be attractive investments for the Fund. In determining what
constitutes "value," the Fund's management seeks stocks with the following
attributes: high growth relative to price/earnings ratio, rising dividend
stream, and high asset value. To determine whether a company's stock exhibits
improving fundamentals, the Fund's management looks for accelerating earnings
growth, positive earnings surprises when compared to the market's
expectations and favorable cyclical timing.
American Depository Receipts. The Fund may invest in securities of foreign
issuers in the form of American Depository Receipts ("ADRs"). ADRs (sponsored
and unsponsored) are receipts, typically issued by U.S. banks, which evidence
ownership of underlying securities issued by a foreign corporation. ADRs are
publicly traded on a U.S. stock exchange or in the over-the-counter market.
An investment in foreign securities including ADRs may be affected by changes
in currency rates and in exchange control regulations. Issuers of unsponsored
ADRs are not contractually obligated to disclose material information in the
United States and, therefore, there may not be a correlation between such
information and the market value of the unsponsored ADR. Foreign companies
may not be subject to accounting standards or government supervision
comparable to U.S. companies, and there is often less publicly available
information about their operations. Foreign companies may also be affected by
political or financial instability abroad. These risk considerations may be
intensified in the case of investments in ADRs of foreign companies that are
located in emerging market countries. ADRs of companies located in these
countries may have limited marketability and may be subject to more abrupt or
erratic price movements.
The Fund may respond to market conditions by investing temporarily in other
types of securities.
When, in the opinion of John Hancock Advisers, Inc. (the "Adviser") and
Independence Investment Associates, Inc. ("IIA" or the "Sub-Adviser" and
collectively with the Adviser, the "Advisers"), market or economic conditions
warrant, for defensive purposes the Fund may temporarily invest in
fixed-income securities (including debt securities and preferred stocks)
without limitation. All fixed income securities purchased by the Fund,
however, must be rated A or better by Moody's Investors Service, Inc. or
Standard and Poor's Ratings Group or, if unrated, determined to be of
comparable quality by the Advisers. The value of fixed-income securities
varies inversely with changes in the prevailing levels of interest rates.
Repurchase Agreements. The Fund may enter into repurchase agreements. In a
repurchase agreement, the Fund buys a security subject to the right and
obligation
4
<PAGE>
to sell it back to the issuer at a higher price. These transactions must be
fully collateralized at all times, but they involve some credit risk to the
Fund if the other party defaults on its obligations and the Fund is delayed
in or prevented from liquidating the collateral.
Restricted Securities. The Fund may purchase restricted securities including
those eligible for resale to "qualified institutional buyers" under Rule 144A
under the Securities Act of 1933 (the "Securities Act"). The Trustees will
monitor the Fund's investments in these securities, focusing on certain
factors, including valuation, liquidity and availability of information.
Purchases of restricted securities are subject to an investment restriction
limiting all the Fund's illiquid securities to not more than 15% of its net
assets.
Lending of Securities. The Fund may lend portfolio securities to brokers,
dealers, and financial institutions if the loan is collateralized by cash or
U.S. government securities according to applicable regulatory requirements.
The Fund may reinvest any cash collateral in short-term securities. When the
Fund lends portfolio securities, there is a risk that the borrower may fail
to return the securities. As a result, the Fund may incur a loss or, in the
event of the borrower's bankruptcy, the Fund may be delayed in or prevented
from liquidating the collateral. It is a fundamental policy of the Fund not
to lend portfolio securities having a total value exceeding 33-1/3% of its
total assets.
The Fund follows certain policies that may help to reduce investment risk.
Investment Restrictions. The Fund has adopted certain investment restrictions
that are detailed in the Statement of Additional Information, where they are
classified as fundamental or nonfundamental. The Fund's investment objective
and those investment restrictions designated as fundamental may not be
changed without shareholder approval. All other investment policies and
restrictions, however, are nonfundamental and can be changed by a vote of the
Trustees without shareholder approval.
Brokers are chosen based on best price and execution.
When choosing brokerage firms to carry out the Fund's transactions, the
Advisers give primary consideration to execution at the most favorable price,
taking into account the broker's professional ability and quality of service.
Consideration may also be given to the broker's sales of Fund shares.
Pursuant to procedures established by the Trustees, the Advisers may place
securities transactions with brokers affiliated with the Adviser and
Sub-Adviser. These brokers include Tucker Anthony Incorporated, John Hancock
Distributors, Inc. and Sutro and Company, Inc., which are indirectly owned by
John Hancock Mutual Life Insurance Company (the "Life Company"), which in
turn indirectly owns the Adviser and Sub-Adviser.
ORGANIZATION AND MANAGEMENT OF THE FUND
The Trustees elect officers and retain the investment adviser who is
responsible for the day-to-day operations of the Fund, subject to the
Trustees' policies and supervision.
The Fund is organized as a separate, diversified series of the Trust, an
open-end investment management company organized as a Massachusetts business
trust in 1986. The Fund was organized in 1991 and was formerly known as the
John Hancock Growth and Income Fund. On July 1, 1993, the Fund changed its
name from John Hancock Diversified Core Equity Fund. The Trust's Declaration
of Trust permits the Trustees to create and classify shares of beneficial
interest into separate series of the Trust with different investment
objectives. The Trustees may also classify or reclassify any series into one
or more classes. Accordingly, the Trustees have authorized the
5
<PAGE>
issuance of two classes of the Fund, designated Class A and Class B. The
shares of each class represent an interest in the same portfolio of
investments of the Fund. Each class has equal rights as to voting,
redemption, dividends and liquidation. However, each class bears different
distribution and transfer agent fees and other expenses. Also, Class A and
Class B shareholders have exclusive voting rights with respect to their
distribution plans.
The Trust is not required to hold annual shareholder meetings, although
special meetings may be called for such purposes as electing or removing
Trustees, changing fundamental restrictions or approving a management
contract. The Fund, under certain circumstances, will assist in shareholder
communications with other shareholders.
John Hancock Advisers, Inc. advises investment companies having total assets
of more than $13 billion.
The Adviser was organized in 1968 and is a wholly-owned indirect subsidiary
of the Life Company, a financial services company. The Adviser provides the
Fund, and other investment companies in the John Hancock group of funds, with
investment research and portfolio management services. The Sub-Adviser was
formed in 1982 and is also an indirect subsidiary of the Life Company. The
Sub-Adviser provides investment advice and advisory services to various
clients, primarily institutional clients. Total assets managed by the
Sub-Adviser amount to over $17 billion. John Hancock Funds, Inc. ("John
Hancock Funds") distributes shares for all of the John Hancock funds directly
and through selected broker-dealers ("Selling Brokers"). Certain Fund
officers are also officers of the Adviser and John Hancock Funds. Pursuant to
an order granted by the Securities and Exchange Commission, the Fund has
adopted a deferred compensation plan for its independent Trustees which
allows Trustees' fees to be invested by the Fund in other John Hancock funds.
All investment decisions for the Fund are made by a portfolio management team
of investment professionals employed by the Sub-Adviser and no single person
is primarily responsible for making recommendations to the team.
In order to avoid conflicts with portfolio trades for the Fund, the Adviser,
the Sub-Adviser and the Fund have adopted extensive restrictions on personal
securities trading by personnel of the Adviser and its affiliates. In the
case of the Adviser, some of these restrictions are: pre-clearance for all
personal trades and a ban on the purchase of initial public offerings, as
well as contributions to specified charities of profits on securities held
for less than 91 days. The Sub-Adviser has adopted similar restrictions which
may differ where appropriate, as long as they have the same intent. These
restrictions are a continuation of the basic principle that the interests of
the Fund and its shareholders come before those of management.
ALTERNATIVE PURCHASE ARRANGEMENTS
An alternative purchase plan allows you to choose the method of purchase that
is best for you.
You can purchase shares of the Fund at a price equal to their net asset value
per share, plus a sales charge. At your election, this charge may be imposed
either at the time of the purchase (See "Initial Sales Charge
Alternative--Class A Shares") or on a contingent deferred basis (See
"Contingent Deferred Sales Charge Alternative--Class B Shares"). If you do
not specify on your account application the class of shares you are
purchasing, it will be assumed that you are investing in Class A shares.
Investments in Class A shares are subject to an initial sales charge.
Class A Shares. If you elect to purchase Class A shares, you will incur an
initial sales charge unless the amount you purchase is $1 million or more. If
you purchase $1 million or more of Class A shares, you will not be subject to
an initial sales charge,
6
<PAGE>
but you will incur a sales charge if you redeem your shares within one year
of purchase. Class A shares are subject to ongoing distribution and service
fees at a combined annual rate of up to 0.30% of the Fund's average daily net
assets attributable to the Class A shares. Certain purchases of Class A
shares qualify for reduced initial sales charges. See "Share
Price--Qualifying for a Reduced Sales Charge."
Investments in Class B shares are subject to a contingent deferred sales
charge.
Class B Shares. You will not incur a sales charge when you purchase Class B
shares, but the shares are subject to a sales charge if you redeem them
within six years of purchase (the "contingent deferred sales charge" or the
"CDSC"). Class B shares are subject to ongoing distribution and service fees
at a combined annual rate of up to 1.00% of the Fund's average daily net
assets attributable to the Class B shares. Investing in Class B shares
permits all of your dollars to work from the time your investment is made,
but the higher ongoing distribution fee will cause these shares to have
higher expenses than those of Class A shares. To the extent that any
dividends are paid by the Fund, these higher expenses will also result in
lower dividends than those paid on Class A shares.
Class B shares are not available to full-service defined contribution plans
administered by Investor Services or the Life Company that had more than 100
eligible employees at the inception of the Fund account.
Factors to Consider in Choosing an Alternative
You should consider which
class of shares would be more beneficial for you.
The alternative purchase arrangement allows you to choose the most beneficial
way to buy shares, given the amount of your purchase, the length of time that
you expect to hold your shares and other circumstances. You should consider
whether, during the anticipated life of your Fund investment, the accumulated
CDSC and fees on Class B shares would be less than the initial sales charge
and accumulated fees on Class A shares purchased at the same time, and to
what extent this differential would be offset by the Class A shares' lower
expenses. To help you make this determination, the table under the caption
"Expense Information" on page 2 of this Prospectus shows examples of the
charges applicable to each class of shares. Class A shares will normally be
more beneficial if you qualify for a reduced sales charge. See "Share Price--
Qualifying for a Reduced Sales Charge."
Class A shares are subject to lower distribution and service fees and,
accordingly, pay correspondingly higher dividends per share, to the extent
that any dividends are paid. However, because initial sales charges are
deducted at the time of purchase, you would not have all of your funds
invested initially and, therefore, would initially own fewer shares. If you
do not qualify for reduced initial sales charges and expect to maintain your
investment for an extended period of time, you might consider purchasing
Class A shares. This is because the accumulated distribution and service
charges on Class B shares may exceed the initial sales charge and accumulated
distribution and service charges on Class A shares during the life of your
investment.
Alternatively, you might determine that it is more advantageous to purchase
Class B shares to have all of your funds invested initially. However, you
will be subject to higher distribution fees and, for a six-year period, a
CDSC.
In the case of Class A shares, distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the
proceeds of the initial
7
<PAGE>
sales charge and the ongoing distribution and service fees. In the case of
Class B shares, expenses will be paid from the proceeds of the ongoing
distribution and service fees, as well as from the CDSC incurred upon
redemption within six years of purchase. The purpose and function of the
Class B shares' CDSC and ongoing distribution and service fees are the same
as those of the Class A shares' initial sales charge and ongoing distribution
and service fees. Sales personnel distributing the Fund's shares may receive
different compensation for selling each class of shares.
Dividends, if any, on Class A and Class B shares will be calculated in the
same manner, at the same time and on the same day. They will also be in the
same amount, except for differences resulting from each class bearing only
its own distribution and service fees, and shareholder meeting expenses and
incremental transfer agency costs. See "Dividends and Taxes."
THE FUND'S EXPENSES
For managing its investment and business affairs, the Fund pays a monthly fee
to the Adviser. This is based on a stated percentage of the Fund's average
daily net asset value, as follows:
<TABLE>
<CAPTION>
Net Asset Value Annual Rate
- -------------------------- ---------------
<S> <C>
First $750,000,000 0.75%
Amount over $750,000,000 0.70%
</TABLE>
Prior to September 1, 1995, the Adviser managed the Fund under a different
fee schedule. The investment management fee for the 1995 fiscal year was
0.50% of the Fund's average daily net asset value.
The Fund's investment management fee is higher than the fees paid by most
mutual funds, but is comparable to fees paid by funds that invest in similar
securities.
The Adviser pays the Sub-Adviser a quarterly fee at the annual rate of 55% of
the investment management fee paid by the Fund to the Adviser for the
preceding three months. The Fund is not responsible for payment of the
Sub-Adviser's fee. Prior to the date of this Prospectus, the Sub-Adviser
provided services pursuant to a contract that provided for different
compensation. The Sub-Advisory fee for the Fund's fiscal year ended May 31,
1995 was 0.32% of the Fund's average daily net asset value.
The Adviser has agreed to limit Fund expenses, including the management fee, to
1.30% and 2.00% of the Fund's average daily net assets attributable to Class A
and Class B shares, respectively. The Adviser reserves the right to terminate
this fee reduction in the future.
The Fund pays distribution and service fees for marketing and sales-related
shareholder servicing.
The Class A and Class B shareholders have adopted distribution plans (each a
"Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940.
Under these Plans, the Fund will pay distribution and service fees at an
aggregate annual rate of up to 0.30% of the Class A shares' average daily net
assets and an aggregate annual rate of up to 1.00% of the Class B shares'
average daily net assets. In each case, up to 0.25% is for service expenses
and the remaining amount is for distribution expenses. The distribution fees
are used to reimburse John Hancock Funds for its distribution expenses,
including but not limited to: (i) initial and ongoing sales compensation to
Selling Brokers and others (including affiliates of John Hancock Funds)
8
<PAGE>
engaged in the sale of Fund shares; (ii) marketing, promotional and overhead
expenses incurred in connection with the distribution of Fund shares; and
(iii) with respect to Class B shares only, interest expenses on unreimbursed
distribution expenses. The service fees will be used to compensate Selling
Brokers for providing personal and account maintenance services to
shareholders. In the event John Hancock Funds is not fully reimbursed for
payments it makes or expenses it incurs under the Class A Plan, these
expenses will not be carried beyond one year from the date they were
incurred. These unreimbursed expenses under the Class B Plan will be carried
forward together with interest. For the fiscal year
ended May 31, 1995, there was no Distribution Plan in effect.
Information on the Fund's total expenses is in the Fund's Financial
Highlights section of this Prospectus.
DIVIDENDS AND TAXES
Dividends. Dividends from the Fund's net investment income are paid
quarterly. Capital gains are generally declared and paid annually. Dividends
are reinvested in additional shares of your class unless you elect the option
to receive them in cash. If you elect the cash option and the U.S. Postal
Service cannot deliver your checks, your election will be converted to the
reinvestment option. Because of the higher expenses associated with Class B
shares, any dividend on Class B shares will be lower than that on Class A
shares. See "Share Price."
Taxation. Dividends from the Fund's net investment income, certain net
foreign currency gains, and net short-term capital gains are taxable to you
as ordinary income. Dividends from the Fund's net long-term capital gains are
taxable as long-term capital gains. These dividends are taxable whether you
receive cash or reinvest in additional shares. Certain dividends paid in
January of a given year may be taxable as if you received them the previous
December. Corporate shareholders may be entitled to take a corporate
dividends-received deduction for dividends received by the Fund from U.S.
domestic corporations, subject to certain restrictions under the Internal
Revenue Code of 1986, as amended (the "Code"). The Fund will send you a
statement by January 31 showing the tax status of the dividends you received
for the prior year.
The Fund has qualified and intends to qualify in the future as a regulated
investment company under Subchapter M of the Code. As a regulated investment
company, the Fund will not be subject to Federal income tax on any net
investment income and net realized capital gains that are distributed to
shareholders within the time period prescribed by the Code. When you redeem
(sell) or exchange shares, you may realize a taxable gain or loss.
On the account application, you are asked to certify that the social security
or other taxpayer identification number you provide is your correct number
and that you are not subject to back-up withholding of federal income tax. If
you do not provide this information or are otherwise subject to this
withholding, the Fund may be required to withhold 31% of your dividends and
the proceeds of redemptions and exchanges.
The Fund may be subject to foreign withholding taxes or other foreign taxes
on income (possibly including capital gains) on certain of its foreign
investments, if any, which will reduce the yield or return from those
investments. The Fund expects that it will
9
<PAGE>
generally not qualify to pass such taxes through to its shareholders, who
consequently will generally not include them in income or be entitled to
associated foreign tax credits or deductions.
In addition to Federal taxes, you may be subject to state and local or
foreign taxes with respect to your investment in and distributions from the
Fund. A state income (and possibly local income and/or intangible property)
tax exemption is generally available to the extent the Fund's distributions
are derived from interest on (or, in the case of intangibles taxes, the value
of its assets is attributable to) certain U.S. Government obligations,
provided in some states that certain thresholds for holdings of such
obligations and/or reporting requirements are satisfied. Non-U.S.
shareholders and tax-exempt shareholders are subject to different tax
treatment not described above. You should consult your tax adviser for
specific advice.
PERFORMANCE
The Fund may advertise its total return.
The Fund's total return shows the overall dollar or percentage change in
value of a hypothetical investment in the Fund, assuming the reinvestment of
all dividends. Cumulative total return shows the Fund's performance over a
period of time. Average annual total return shows the cumulative return
divided over the number of years included in the period. Because average
annual total return tends to smooth out variations in the Fund's performance,
you should recognize that it is not the same as actual year-to-year results.
Total return calculations for Class A shares generally include the effect of
paying the maximum sales charge (except as shown in "The Fund's Financial
Highlights"). Investments at a lower sales charge would result in higher
performance figures. Total return for the Class B shares reflects the
deduction of the applicable CDSC imposed on a redemption of shares held for
the applicable period. All calculations assume that all dividends are
reinvested at net asset value on the reinvestment dates during the periods.
The total return of Class A and Class B shares will be calculated separately
and, because each class is subject to different expenses, the total return
may differ with respect to each class for the same period. The relative
performance of the Class A and Class B shares will be affected by a variety
of factors, including the higher operating expenses attributable to the Class
B shares, whether the Fund's investment performance is better in the earlier
or later portions of the period measured and the level of net assets of the
classes during the period. The Fund will include the total return of Class A
and Class B shares in any advertisement or promotional materials including
Fund performance data. The value of the Fund's shares, when redeemed, may be
more or less than their original cost. Total return is a historical
calculation and is not an indication of future performance. See "Factors to
Consider in Choosing an Alternative."
10
<PAGE>
HOW TO BUY SHARES
Opening an account
The minimum initial investment in Class A and Class B shares is $1,000 ($250
for group investments and retirement plans). Complete the Account Application
attached to this Prospectus. Indicate whether you are buying Class A or Class
B shares. If you do not specify which class of shares you are purchasing,
Investor Services will assume you are investing in Class A shares.
By Check
1. Make your check payable to John Hancock Investor Services Corporation
("Investor Services").
2. Deliver the completed application and check to your registered
representative or Selling Broker, or mail it directly to Investor Services.
By Wire
1. Obtain an account number by contacting your registered representative or
Selling Broker, or by calling 1-800-225-5291.
2. Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Independence Diversified Core Equity Fund
(Class A or Class B shares)
Your Account Number
Name(s) under which account is registered
3. Deliver the completed application to your registered representative or
Selling Broker, or mail it directly to Investor Services.
Buying additional Class A and Class B shares
Monthly Automatic Accumulation Program (MAAP)
1. Complete the "Automatic Investing" and "Bank Information" sections on the
Account Privileges Application, designating a bank account from which your
funds may be drawn.
2. The amount you elect to invest will be automatically withdrawn from your
bank or credit union account.
By Telephone
1. Complete the "Invest-By-Phone" and "Bank Information" sections on the
Account Privileges Application, designating a bank account from which your
funds may be drawn. Note that in order to invest by phone, your account must
be in a bank or credit union that is a member of the Automated Clearing House
system (ACH).
2. After your authorization form has been processed, you may purchase
additional Class A and Class B shares by calling Investor Services toll-free
at 1-800-225-5291.
3. Give the Investor Services representative the name(s) in which your
account is registered, the Fund name, the class of shares you own, your
account number and the amount you wish to invest.
4. Your investment normally will be credited to your account the business day
following your phone request.
By Check
1. Either fill out the detachable stub included on your account statement
or include a note with your investment listing the name of the Fund, the
class of shares you own, your account number and the name(s) in which the
account is registered.
2. Make your check payable to John Hancock Investor Services Corporation
3. Mail the account information and check to:
John Hancock Investor Services Corporation
P.O. Box 9115
Boston, MA 02205-9115
or deliver it to your registered representative or Selling Broker.
11
<PAGE>
By Wire
Instruct your bank to wire funds to:
First Signature Bank & Trust
John Hancock Deposit Account No. 900000260
ABA Routing No. 211475000
For credit to: John Hancock Independence Diversified Core Equity Fund
(Class A or Class B shares)
Your Account Number
Name(s) under which account is registered
Other Requirements: All purchases must be made in U.S. dollars. Checks
written on foreign banks will delay purchases until U.S. funds are received,
and a collection charge may be imposed. Shares of the Fund are priced at the
offering price based on the net asset value computed after John Hancock Funds
receives notification of the dollar equivalent from the Fund's custodian
bank. Wire purchases normally take two or more hours to complete and, to be
accepted the same day, must be received by 4:00 p.m., New York time. Your
bank may charge a fee to wire funds. Telephone transactions are recorded to
verify information. Certificates are not issued unless a request is made to
Investor Services.
You will receive account statements, which you should keep to help with your
personal recordkeeping.
You will receive a statement of your account after any transaction that
affects your share balance or registration (statements related to
reinvestment of dividends and automatic investment/withdrawal plans will be
sent to you quarterly). A tax information statement will be mailed to you by
January 31 of each year.
SHARE PRICE
The offering price of your shares is their net asset value plus a sales
charge, if applicable, which will vary with the purchase alternative you
choose.
The net asset value per share ("NAV") is the value of one share. The NAV is
calculated by dividing the net assets of each class by the number of
outstanding shares of that class. The NAV of each class can differ.
Securities in the Fund's portfolio are valued on the basis of market
quotations, valuations provided by independent pricing services, or fair
value as determined in good faith according to procedures approved by the
Trustees. Short-term debt investments maturing within 60 days are valued at
amortized cost, which the Trustees have determined approximates market value.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not readily
available, or the value has been materially affected by events occurring
after the closing of a foreign market, assets are valued by a method that the
Trustees believe accurately reflects fair value. The NAV is calculated once
daily as of the close of regular trading on the New York Stock Exchange
(generally at 4:00 p.m., New York time) on each day that the Exchange is
open.
Shares of the Fund are sold at the offering price based on the NAV computed
after your investment request is received in good order by John Hancock
Funds. If you buy shares of the Fund through a Selling Broker, the Selling
Broker must receive your investment before the close of regular trading on
the New York Stock Exchange, and transmit it to John Hancock Funds before its
close of business, to receive that day's offering price.
Initial Sales Charge Alternative--Class A Shares. The offering price you pay
for Class A shares of the Fund equals the NAV plus a sales charge, as
follows:
12
<PAGE>
<TABLE>
<CAPTION>
Sales Sales Combined Reallowance
Charge Charge Reallowance to Selling
as a as a and Service Brokers as a
Percentage Percentage Fee as a Percentage
of the of the Percentage of the
Amount Invested Offering Amount of Offering Offering
(Including Sales Charge) Price Invested Price(+) Price (*)
- -------------------------- ----------- ----------- ------------ ---------------
<S> <C> <C> <C> <C>
Less than $50,000 5.00% 5.26% 4.25% 4.01%
$50,000 to $99,999 4.50% 4.71% 3.75% 3.51%
$100,000 to $249,999 3.50% 3.63% 2.85% 2.61%
$250,000 to $499,999 2.50% 2.56% 2.10% 1.86%
$500,000 to $999,999 2.00% 2.04% 1.60% 1.36%
$1,000,000 and over 0.00%(**) 0.00%(**) (***) 0.00%(***)
</TABLE>
(*) Upon notice to Selling Brokers with whom it has sales agreements, John
Hancock Funds may reallow an amount up to the full applicable sales charge.
Other than distribution fees, the Fund does not bear distribution expenses. A
Selling Broker to whom substantially the entire sales charge is reallowed or
who receives these incentives may be deemed to be an underwriter under the
Securities Act of 1933.
(**) No sales charge is payable at the time of purchase of Class A shares of
$1 million or more, but a CDSC may be imposed in the event of certain
redemption transactions made within one year of purchase.
(***) John Hancock Funds may pay a commission and first year's service fee
(as described in (+) below) to Selling Brokers who initiate and are
responsible for purchases of $1 million or more in the aggregate, as follows:
1% on sales to $4,999,999, 0.50% on the next $5 million and 0.25% on $10
million and over.
(+) At the time of sale, John Hancock Funds pays to Selling Brokers the first
year's service fee in advance, in an amount equal to 0.25% of the net assets
invested in the Fund. Thereafter it pays the service fee periodically in
arrears in an amount up to 0.25% of the Fund's average annual net assets.
Selling Brokers receive the fee as compensation for providing personal and
account maintenance services to shareholders.
Sales charges ARE NOT APPLIED to any dividends that are reinvested in
additional shares of the Fund.
John Hancock Funds will pay certain affiliated Selling Brokers at an annual
rate of up to 0.05% of the daily net assets of the accounts attributable to
these brokers.
Under certain circumstances described below, investors in Class A shares may
be entitled to pay reduced sales charges. See "Qualifying for a Reduced Sales
Charge" below.
Contingent Deferred Sales Charge--Investments of $1 million or more in Class
A Shares. Purchases of $1 million or more in Class A shares will be made at
net asset value with no initial sales charge, but if the shares are redeemed
within 12 months after the end of the calendar month in which the purchase
was made (the CDSC period), a CDSC will be imposed. The rate of the CDSC will
depend on the amount invested as follows:
<TABLE>
<CAPTION>
Amount Invested CDSC Rate
- --------------------------------- -------------
<S> <C>
$1 million to $4,999,999 1.00%
Next $5 million to $9,999,999 0.50%
Amounts of $10 million and over 0.25%
</TABLE>
Existing full service clients of the Life Company who were group annuity
contract holders as of September 1, 1994, and participant directed defined
contribution plans
13
<PAGE>
with at least 100 eligible employees at the inception of the Fund account,
may purchase Class A shares with no initial sales charge. However, if the
shares are redeemed within 12 months after the end of the calendar year in
which the purchase was made, a CDSC will be imposed at the above rate.
The CDSC will be assessed on an amount equal to the lesser of the current
market value or the original purchase cost of the redeemed Class A shares.
Accordingly, no CDSC will be imposed on increases in account value above the
initial purchase price, including any dividends that have been reinvested in
additional Class A shares.
In determining whether a CDSC applies to a redemption, the calculation will
be determined in a manner that results in the lowest possible rate being
charged. Therefore, it will be assumed that redemption is first made from any
shares in your account that are not subject to the CDSC. The CDSC is waived
on redemptions in certain circumstances. See the discussion under "Waiver of
Contingent Deferred Sales Charges."
You may qualify for a reduced
sales charge on your investments in Class A shares.
Qualifying for a Reduced Sales Charge. If you invest more than $50,000 in
Class A shares of the Fund or a combination of funds in the John Hancock
funds (except money market funds), you may qualify for a reduced sales charge
on your investments in Class A shares through a LETTER OF INTENTION. You may
also be able to use the ACCUMULATION PRIVILEGE and COMBINATION PRIVILEGE to
take advantage of the value of your previous investments in Class A shares of
John Hancock funds when meeting the breakpoints for a reduced sales charge.
For the ACCUMULATION and COMBINATION PRIVILEGE, the applicable sales charge
will be based on the total of:
1. Your current purchase of Class A shares of the Fund;
2. The net asset value (at the close of business on the previous day) of (a)
all Class A shares of the Fund you hold, and (b) all Class A shares of any
other John Hancock funds you hold; and
3. The net asset value of all shares held by another shareholder eligible to
combine his or her holdings with you into a single "purchase."
Example:
If you hold Class A shares of a John Hancock mutual fund with a net asset
value of $20,000, and subsequently invest $30,000 in Class A shares of the
Fund, the sales charge on this subsequent investment would be 4.50% and not
5.00%. This rate is the rate that would otherwise be applicable to
investments of less than $50,000. See "Initial Sales Charge
Alternative--Class A Shares."
Class A shares may be available without a sales charge
to certain individuals and organizations.
If you are in one of the following categories, you may purchase Class A
shares of the Fund without paying a sales charge:
(bullet) A Trustee or officer of the Trust; a Director or officer of the
Adviser and its affiliates or Selling Brokers; employees or sales
representatives of any of the foregoing; retired officers, employees or
Directors of any of the foregoing; a member of the immediate family of any of
the foregoing; or any fund, pension, profit sharing or other benefit plan for
the individuals described above.
(bullet) Any state, county, city or any instrumentality, department,
authority or agency of these entities that is prohibited by applicable
investment laws from paying a sales charge or commission when it purchases
shares of any registered investment management company.*
14
<PAGE>
(bullet) A bank, trust company, credit union, savings institution or other
type of depository institution, its trust departments or common trust funds
(an "eligible depository institution") if it is purchasing $1 million or more
for non-discretionary customers or accounts.*
(bullet) A broker, dealer or registered investment adviser that has entered
into an agreement with John Hancock Funds providing specifically for the use
of Fund shares in fee-based investment products made available to their
clients.
(bullet) A former participant in an employee benefit plan with John Hancock
funds, when he/she withdraws from his/her plan and transfers any or all of
his/her plan distributions directly to the Fund.
*For investments made under these provisions, John Hancock Funds may make a
payment out of its own resources to the Selling Broker in an amount not to
exceed 0.25% of the amount invested.
Class A shares of the Fund may also be purchased without an initial sales
charge in connection with certain liquidation, merger or acquisition
transactions involving other investment companies or personal holding
companies.
Contingent Deferred Sales Charge Alternative--Class B Shares. Class B shares
are offered at net asset value per share without a sales charge so that your
entire investment will go to work at the time of purchase. Class B shares
redeemed within six years of purchase will be subject to a CDSC at the rates
set forth below. This charge will be assessed on an amount equal to the
lesser of the current market value or the original purchase cost of the
shares being redeemed. Accordingly, you will not be assessed a CDSC on
increases in account value above the initial purchase price, including shares
derived from dividend reinvestment or capital gains distributions.
In determining whether a CDSC applies to a redemption, the calculation will
be determined in a manner that results in the lowest possible rate being
charged. It will be assumed that your redemption comes first from shares you
have held beyond the six-year CDSC redemption period or those you acquired
through reinvestment of dividends or distributions, and next from the shares
you have held the longest during the six-year period. The CDSC is waived on
redemptions in certain circumstances. See the discussion "Waiver of
Contingent Deferred Sales Charges" below.
Example:
You have purchased 100 shares at $10 per share. The second year after your
purchase, your investment's net asset value per share has increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment.
If you redeem 50 shares at this time, your CDSC will be calculated as
follows:
<TABLE>
<CAPTION>
<S> <C>
(bullet) Proceeds of 50 shares redeemed at $12 per share $ 600
(bullet) Minus proceeds of 10 shares not subject to CDSC because they were acquired -120
through dividend reinvestment (10 X $12)
(bullet) Minus appreciation on remaining shares, also not subject to CDSC (40 X $2) -80
---------
(bullet) Amount subject to CDSC $ 400
</TABLE>
Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds
uses all or part of them to defray its expenses related to providing the Fund
with distribution
15
<PAGE>
services connected to the sale of Class B shares, such as compensating
Selling Brokers for selling these shares. The combination of the CDSC and the
distribution and service fees makes it possible for the Fund to sell Class B
shares without deducting a sales charge at the time of the purchase.
The amount of the CDSC, if any, will vary depending on the number of years
from the time you purchase your Class B shares until the time you redeem
them. Solely for purposes of determining the holding period, any payments you
make during the month will be aggregated and deemed to have been made on the
last day of the month.
<TABLE>
<CAPTION>
Contingent Deferred Sales
Year in Which Class B Shares Charge As a Percentage of
Redeemed Following Purchase Dollar Amount Subject to CDSC
- --------------------------------- -----------------------------------
<S> <C>
First 5.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter None
</TABLE>
A commission equal to 3.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service fee is paid in advance at the time of sale for personal and
account maintenance services provided to shareholders during the twelve
months following the sale. Thereafter the service fee is paid in arrears.
Under certain circumstances, the CDSC on Class B and certain Class A share
redemptions will be waived.
Waiver of Contingent Deferred Sales Charges. The CDSC will be waived on
redemptions of Class B shares and of Class A shares that are subject to a
CDSC, unless indicated otherwise, in the circumstances defined below:
(bullet) Redemptions of Class B shares made under a Systematic Withdrawal
Plan (see "How to Redeem Shares"), as long as your annual redemptions do not
exceed 10% of your account value at the time you established your Systematic
Withdrawal Plan and 10% of the value of your subsequent investments (less
redemptions) in that account at the time you notify Investor Services. This
waiver does not apply to Systematic Withdrawal Plan redemptions of Class A
shares that are subject to a CDSC.
(bullet) Redemptions made to effect distributions from an Individual
Retirement Account either before or after age 59-1/2, as long as the
distributions are based on the life expectancy or the joint-and-last survivor
life expectancy of you and your beneficiary. These distributions must be free
from penalty under the Code.
(bullet) Redemptions made to effect mandatory distributions under the Code
after age 70-1/2 from a tax-deferred retirement plan.
(bullet) Redemptions made to effect distributions to participants or
beneficiaries from certain employer-sponsored retirement plans, including
those qualified under Section 401(a) of the Code, custodial accounts under
Section 403(b)(7) of the Code and deferred compensation plans under Section
457 of the Code. The waiver also applies to certain returns of excess
contributions made to these plans. In all cases, the distributions must be
free from penalty under the Code.
16
<PAGE>
(bullet) Redemptions due to death or disability.
(bullet) Redemptions made under the Reinvestment Privilege, as described in
"Additional Services and Programs" of this Prospectus.
(bullet) Redemptions made pursuant to the Fund's right to liquidate your
account if you own fewer than 50 shares.
(bullet) Redemptions made in connection with certain liquidation, merger or
acquisition transactions involving other investment companies or personal
holding companies.
(bullet) Redemptions from certain IRA and retirement plans that purchased
shares prior to October 1, 1992.
If you qualify for a CDSC waiver under one of these situations, you must
notify Investor Services either directly or through your Selling Broker at
the time you make your redemption. The waiver will be granted once Investor
Services has confirmed that you are entitled to the waiver.
Conversion of Class B Shares. Your Class B shares, and an appropriate portion
of reinvested dividends on those shares, will be converted into Class A
shares automatically. This will occur at the end of the month eight years
after the shares were purchased, and will result in lower annual distribution
fees. If you exchanged Class B shares into this Fund from another John
Hancock fund, the calculation will be based on the time you purchased the
shares in the original fund. The Fund has been advised that the conversion of
Class B shares to Class A shares should not be taxable for Federal income tax
purposes, nor should it change your tax basis or tax holding period for the
converted shares.
HOW TO REDEEM SHARES
You may redeem all or a portion of your shares on any business day. Your
shares will be redeemed at the next NAV calculated after your redemption
request is received in good order by Investor Services, less any applicable
CDSC. The Fund may hold payment until it is reasonably satisfied that
investments recently made by check or Invest-by-Phone have been collected
(which may take up to 10 calendar days).
Once your shares are redeemed, the Fund generally sends you payment on the
next business day. When you redeem your shares, you may realize a taxable
gain or loss depending usually on the difference between what you paid for
your shares and what you receive for them, subject to certain tax rules.
Under unusual circumstances, the Fund may suspend redemptions or postpone
payment for up to seven days or longer, as permitted by Federal securities
laws.
17
<PAGE>
To assure acceptance of your redemption request, please follow these
procedures.
By Telephone
All Fund shareholders are automatically eligible for the telephone redemption
privilege. Call 1-800-225-5291, from 8:00 A.M. to 4:00 P.M. (New York time),
Monday through Friday, excluding days on which the New York Stock Exchange is
closed. Investor Services employs the following procedures to confirm that
instructions received by telephone are genuine. Your name, the account
number, taxpayer identification number applicable to the account and other
relevant information may be requested. In addition, telephone instructions
are recorded.
You may redeem up to $100,000 by telephone, but the address on the account
must not have changed for the last 30 days. A check will be mailed to the
exact name(s) and address shown on the account.
If reasonable procedures, such as those described above, are not followed,
the Fund may be liable for any loss due to unauthorized or fraudulent
telephone instructions. In all other cases, neither the Fund nor Investor
Services will be liable for any loss or expense for acting upon telephone
instructions made in accordance with the telephone transaction procedures
mentioned above.
Telephone redemption is not available for IRAs or other tax-qualified
retirement plans or shares of the Fund that are in certificated form.
During periods of extreme economic conditions or market changes, telephone
requests may be difficult to implement due to a large volume of calls. During
these times you should consider placing redemption requests in writing or
using EASI-Line. EASI-Line's telephone number is 1-800-338-8080.
By Wire
If you have a telephone redemption form on file with the Fund, redemption
proceeds of $1,000 or more can be wired on the next business day to your
designated bank account, and a fee (currently $4.00) will be deducted. You
may also use electronic funds transfer to your assigned bank account, and the
funds are usually collectable after two business days. Your bank may or may
not charge for this service. Redemptions of less than $1,000 will be sent by
check or electronic funds transfer.
This feature may be elected by completing the "Telephone Redemption" section
on the Account Privileges Application that is included with this Prospectus.
In Writing
Send a stock power or "letter of instruction" specifying the name of the
Fund, the dollar amount or the number of shares to be redeemed, your name,
class of shares, your account number and the additional requirements listed
below that apply to your particular account.
<TABLE>
<CAPTION>
Type of Registration Requirements
- ------------------------------------- ---------------------------------------------------------------
<S> <C>
Individual, Joint Tenants, Sole
Proprietorship, Custodial (Uniform A letter of instruction signed (with titles where applicable) by
Gifts or Transfer to Minors Act), all persons authorized to sign for the account, exactly as it is
General Partners. registered with the signature(s) guaranteed.
Corporation, Association A letter of instruction and a corporate resolution, signed by
person(s) authorized to act on the account, with the signature(s)
guaranteed.
Trusts A letter of instruction signed by the Trustee(s) with the signature(s)
guaranteed. (If the Trustee's name is not registered on your account,
also provide a copy of the trust document, certified within the
last 60 days.)
If you do not fall into any of these registration categories, please call 1-800-225-5291 for further instructions.
</TABLE>
18
<PAGE>
Who may guarantee your signature
A signature guarantee is a widely accepted way to protect you and the Fund by
verifying the signature on your request. It may not be provided by a notary
public. If the net asset value of the shares redeemed is $100,000 or less, John
Hancock Funds may guarantee the signature. The following institutions may
provide you with a signature guarantee, provided that any such institution
meets credit standards established by Investor Services: (i) a bank; (ii) a
securities broker or dealer, including a government or municipal securities
broker or dealer, that is a member of a clearing corporation or meets
certain net capital requirements; (iii) a credit union having authority
to issue signature guarantees; (iv) a savings and loan association, a building
and loan association, a cooperative bank, a federal savings bank or
association; or (v) a national securities exchange, a registered securities
exchange or a cleaning agency.
Through Your Broker
Your broker may be able to initiate the redemption. Contact your broker for
instructions.
Additional information about redemptions
If you have certificates for your shares, you must submit them with your
stock power or a letter of instruction. Unless you specify to the contrary,
any outstanding Class A shares will be redeemed before Class B shares. You
may not redeem certificated shares by telephone.
Due to the proportionately high cost of maintaining smaller accounts, the
Fund reserves the right to redeem at net asset value all shares in an account
which holds fewer than 50 shares (except accounts under retirement plans) and
to mail the proceeds to the shareholder, or the transfer agent may impose an
annual fee of $10. No account will be involuntarily redeemed or additional
fee imposed, if the value of the account is in excess of the Fund's minimum
initial investment. No CDSC will be imposed on involuntary redemptions of
shares.
Shareholders will be notified before these redemptions are to be made or
this fee is imposed, and will have 30 days to purchase additional shares to
bring their account balance up to the required minimum. Unless the number of
shares acquired by further purchases and dividend reinvestments, if any,
exceeds the number of shares redeemed, repeated redemptions from a smaller
account may eventually trigger this policy.
ADDITIONAL SERVICES AND PROGRAMS
Exchange Privilege
You may exchange shares of the Fund only for shares of the same class of another
John Hancock fund.
If your investment objective changes, or if you would like to achieve further
diversification, John Hancock offers other funds with a wide range of
investment goals. Contact your registered representative or Selling Broker
and request a prospectus for the John Hancock funds that interest you. Read
the prospectus carefully before exchanging your shares. You can exchange
shares of each class of the Fund only for shares of the same class of another
John Hancock fund. For this purpose, John Hancock funds with only one class
of shares will be treated as Class A whether or not they have been so
designated.
Exchanges between funds that are not subject to a CDSC are based on their
respective net asset values. No sales charge or transaction charge is
imposed. Class B shares of the Fund that are subject to a CDSC may be
exchanged for Class B shares of another John Hancock fund without incurring
the CDSC; but these shares will be subject to the CDSC schedule of the shares
acquired (except that exchanges into John Hancock Short-Term Strategic Income
Fund, John Hancock Adjustable Intermediate Maturity Government Fund and John
Hancock Limited-Term Government Fund will be subject to the initial fund's
CDSC). For purposes of computing the CDSC payable upon redemption of shares
acquired in an exchange, the holding period of the original shares is added
to the holding period of the shares acquired in an exchange. However, if you
exchange Class B shares purchased prior to January 1, 1994 for Class B shares
of any other John Hancock fund, you will continue to be subject to the CDSC
schedule that was in effect at your initial purchase date.
19
<PAGE>
You may exchange Class B shares of the Fund into John Hancock Money Market
Fund at net asset value. However, you will continue to be subject to a CDSC
upon redemption. The rate of the CDSC will be the rate in effect on the
original fund at the time of the exchange.
The Fund reserves the right to require that you keep previously exchanged
shares (and reinvested dividends) in the Fund for 90 days before you are
permitted a new exchange. The Fund may also terminate or alter the terms of
the exchange privilege, upon 60 days' notice to shareholders.
An exchange of shares is treated as a redemption of shares of one fund and
the purchase of shares in another fund for Federal income tax purposes. An
exchange may result in a taxable gain or loss.
When you make an exchange, your account registration in both the existing and
new account must be identical. The exchange privilege is available only in
states where the exchange can be made legally.
Under exchange agreements with John Hancock Funds, certain dealers, brokers
and investment advisers may exchange their clients' Fund shares, subject to
the terms of those agreements and John Hancock Funds' right to reject or
suspend those exchanges at any time. Because of the restrictions and
procedures under those agreements, the exchanges may be subject to timing
limitations and other restrictions that do not apply to exchanges requested
by shareholders directly, as described above.
Because Fund performance and shareholders can be hurt by excessive trading,
the Fund reserves the right to terminate the exchange privilege for any
person or group that, in John Hancock Funds' judgment, is involved in a
pattern of exchanges that coincide with a "market timing" strategy that may
disrupt the Fund's ability to invest effectively according to its investment
objective and policies, or might otherwise affect the Fund and its
shareholders adversely. The Fund may also temporarily or permanently
terminate the exchange privilege for any person who makes seven or more
exchanges out of the Fund per calendar year. Accounts under common control or
ownership will be aggregated for this purpose. Although the Fund will attempt
to give you prior notice whenever it is reasonably able to do so, it may
impose these restrictions at any time.
By Telephone
1. When you fill out the application for your purchase of Fund shares, you
automatically authorize exchanges by telephone unless you check the box
indicating that you do not wish to authorize telephone exchanges.
2. Call 1-800-225-5291. Have the account number of your current fund and the
exact name in which it is registered available to give to the telephone
service representative.
3. Your name, the account number, taxpayer identification number applicable
to the account and other relevant information may be requested. In addition,
telephone instructions are recorded.
In Writing
1. In a letter request an exchange and list the following:
- -- the name and class of the fund whose shares you currently own
20
<PAGE>
- -- your account number
- -- the name(s) in which the account is registered
- -- the name of the fund in which you wish your exchange to be invested
- -- the number of shares, all shares or the dollar amount you wish to exchange
Sign your request exactly as the account is registered.
2. Mail the request and information to:
John Hancock Investor Services Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
Reinvestment Privlege
If you redeem shares of the Fund, you may be able to reinvest the proceeds in
shares of the Fund or another John Hancock fund without paying an additional
sales charge.
1. You will not be subject to a sales charge on Class A shares that you
reinvest in any John Hancock fund that is otherwise subject to a sales
charge, as long as you reinvest within 120 days from the redemption date. If
you paid a CDSC upon a redemption, you may reinvest at net asset value in the
same class of shares from which you redeemed within 120 days. Your account
will be credited with the amount of the CDSC previously charged, and the
reinvested shares will continue to be subject to a CDSC. The holding period
of the shares acquired through reinvestment, for purposes of computing the
CDSC payable upon a subsequent redemption, will include the holding period of
the redeemed shares.
2. Any portion of your redemption may be reinvested in Fund shares or in
shares of any of the other John Hancock funds, subject to the minimum
investment limit of that fund.
3. To reinvest, you must notify Investor Services in writing. Include the
Fund(s) name, account number and class from which your shares were originally
redeemed.
Systematic Withdrawal Plan
You can pay routine bills from your account, or make periodic disbursements
from your retirement account to comply with IRS reguations.
1. You can elect the Systematic Withdrawal Plan at any time by completing the
Account Privileges Application that is attached to this Prospectus. You can
also obtain the application by calling your registered representative or by
calling 1-800-225-5291.
2. To be eligible, you must have at least $5,000 in your account.
3. Payments from your account can be made monthly, quarterly, semi-annually
or annually or on a selected monthly basis to yourself or any other
designated payee.
4. There is no limit on the number of payees you may authorize, but all
payments must be made at the same time or intervals.
5. It is not advantageous to maintain a Systematic Withdrawal Plan
concurrently with purchases of additional Class A or Class B shares because
you may be subject to an initial sales charge on your purchases of Class A
shares or a CDSC on your redemptions of Class B shares. In addition, your
redemptions are taxable events.
21
<PAGE>
6. Redemptions will be discontinued if the U.S. Postal Service cannot deliver
your checks, or if deposits to a bank account are returned for any reason.
Monthly Automatic Accumulation Program (MAAP)
You can make automatic investments and simplify your investing
1. You can authorize an investment to be drawn automatically each month from
your bank for investment in Fund shares, under the "Automatic Investing" and
"Bank Information" sections of the Account Privileges Application.
2. You can also authorize automatic investing through payroll deduction by
completing the "Direct Deposit Investing" section of the Account Privileges
Application.
3. You can terminate your Monthly Automatic Accumulation Program at any time.
4. There is no charge to you for this program, and there is no cost to the
Fund.
5. If you have payments being withdrawn from a bank account and we are
notified that the account has been closed, your withdrawals will be
discontinued.
Group Investment Program
Organized groups of at least four persons may establish accounts.
1. An individual account will be established for each participant, but the
initial sales charge for Class A shares will be based on the aggregate dollar
amount of all participants' investments. To determine how to qualify for this
program, contact your registered representative or call 1-800-225-5291.
2. The initial aggregate investment of all participants in the group must be
at least $250.
3. There is no additional charge for this program. There is no obligation to
make investments beyond the minimum, and you may terminate the program at any
time.
Retirement Plans
1. You may use the Fund to fund various types of qualified retirement plans,
including Individual Retirement Accounts, Keogh Plans (H.R. 10), Pension and
Profit Sharing Plans (including 401(k) plans), Tax-Sheltered Annuity
Retirement Plans (403(b) or TSA Plans) and 457 Plans.
2. The initial investment minimum or aggregate minimum for any of these plans
is $250. However, accounts being established as group IRA, SEP, SARSEP, TSA,
401(k) and 457 Plans will be accepted without an initial minimum investment.
<PAGE>
JOHN HANCOCK INDEPENDENCE
DIVERSIFIED CORE EQUITY FUND
Investment Adviser
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
Sub-Investment Adviser
Independence Investment Associates, Inc. ("IIA")
53 State Street
Boston, MA 02109
Principal Distributor
John Hancock Funds, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
Custodian
Investors Bank & Trust Company
24 Federal Street
Boston, Massachusetts 02110
Transfer Agent
John Hancock Investor Services Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
Independent Accountants
Price Waterhouse LLP
160 Federal Street
Boston, Massachusetts 02110
HOW TO OBTAIN INFORMATION
ABOUT THE FUND
For: Service Information
Telephone Exchange call 1-800-225-5291
Investment-by-Phone
Telephone Redemption
For: TDD call 1-800-554-6713
JHD-2500P 9/95
Printed on recycled paper using soybean ink
JOHN HANCOCK
INDEPENDENCE
DIVERSIFIED CORE
EQUITY FUND
Class A and Class B Shares
Prospectus
September 1, 1995
A mutual fund seeking above-average total return.
101 Huntington Avenue
Boston, Massachusetts 02199-7603
Telephone 1-800-225-5291
<PAGE>
JOHN HANCOCK INDEPENDENCE
DIVERSIFIED CORE EQUITY FUND
Statement of
Additional Information
September 1, 1995
This Statement of Additional Information provides information about John
Hancock Independence Diversified Core Equity Fund (the "Fund"), a series of John
Hancock Strategic Series (the "Trust"), in addition to the information that is
contained in the Fund's Class A and Class B Shares Prospectus, dated September
1, 1995 (the "Prospectus").
This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the Prospectus, a copy of which can be obtained free of
charge by writing or telephoning:
John Hancock Investor Services Corporation
P.O. Box 9116
Boston, Massachusetts 02205-9116
1-(800)-225-5291
TABLE OF CONTENTS
Statement of Cross-
Additional Referenced to
Information Prospectus
Page Page
Organization of the Fund 2 5
Investment Objective and Policies 2 4
Investment Restrictions 4 4
Those Responsible for Management 7 5
Investment Advisory and Other Services 12 6
Distribution Contract 16 6
Net Asset Value 17 9
Initial Sales Charge on Class A Shares 18
Deferred Sales Charge on Class B Shares 19
Special Redemptions 20 10
Additional Services and Programs 20
Description of the Fund's Shares 21 7
Tax Status 22 -
Calculation of Performance 26 7
Brokerage Allocation 27 -
Transfer Agent Services 29 -
Custody of Portfolio 29 -
Independent Auditors 29 -
Financial Statements - 2
<PAGE>
ORGANIZATION OF THE FUND
John Hancock Independence Diversified Core Equity Fund (the "Fund") is
organized as a separate diversified series of John Hancock Strategic Series (the
"Trust"), an open-end investment management company organized as a Massachusetts
business trust under the laws of The Commonwealth of Massachusetts in 1986. The
Trust currently consists of three separate series: the Fund, John Hancock
Strategic Income Fund and John Hancock Utilities Fund. The Fund was established
in 1991 and is managed by John Hancock Advisers, Inc. (the "Adviser") and
Independence Investment Associates, Inc. ("IIA" or the "Sub- Adviser"). The
Adviser and the Sub-Adviser are indirect, wholly-owned subsidiaries of John
Hancock Mutual Life Insurance Company (the "Life Company") a Massachusetts life
insurance company chartered in 1862, with national headquarters at John Hancock
Place, Boston, Massachusetts. On October 1, 1992, the Fund changed its name from
John Hancock Growth and Income Fund to John Hancock Diversified Core Equity
Fund, and on July 1, 1993, from John Hancock Diversified Core Equity Fund to
John Hancock Independence Diversified Core Equity Fund.
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund is above average total return,
consisting of capital appreciation and income. To achieve its objective the Fund
will select some securities for their current income potential. See " Investment
Objectives and Policies" in the Prospectus. There can be no assurance that the
objective of the Fund will be realized.
The Sub-Adviser uses a quantitative, multifactor proprietary stock-ranking
model called "Cybercode." "Cybercode" is fueled by estimates generated by the
Sub-Adviser's in-house team of professional securities analysts. All of the
firm's analysts are focused on tasks that are important for the Cybercode
ranking system: projecting current year and next year's earnings and cash flows;
developing five-year growth forecasts; and understanding the strategic plan of
the companies they follow, and how this plan might affect capital expenditures
and stock dividends. The Sub-Adviser's research analysts concentrate on
approximately 500 stocks, a closely-followed subset of the firm's unbiased 3,000
stock universe. The macroeconomic assumptions needed to forecast individual
company progress are determined by senior investment professionals and worked
into the approach by the research analysts. This distinguishes the Sub-Adviser's
process as a bottom-up, stock picking approach.
Using the analysts' inputs, the ranking model (Cybercode) evaluates each
stock in the stock selection universe on discrete criteria and scores each for
how cheap they are and how much their fundamentals are improving. The result is
a listing of the selection universe from most attractive to least attractive.
The top stock on the ranked list exhibits the most favorable combination of
cheapness and improving fundamentals; the bottom stock the least favorable.
Through this process, the Sub-Adviser seeks to avoid bad stocks when
constructing diversified core equity portfolios.
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The Sub-Adviser uses an investment strategy it calls NIXDEX. To produce
NIXDEX portfolios, the Sub-Adviser generally excludes from consideration the
bottom two quintiles of its ranked selection universe and optimizes the
remaining stocks to market-like risk exposures. NIXDEX portfolios have a risk
profile like that of the S&P 500, but by "nixing" the bad stocks at the time of
the Fund's purchase, the Sub-Adviser seeks to produce consistent excess returns
in most types of market environments. The Sub-Adviser reserves the right to
purchase from the bottom two quintiles under unusual market conditions such as
when the majority of stocks in a particular industry are ranked in the bottom
two quintiles.
The types of securities the Fund invests in are more fully described in the
Prospectus.
Repurchase Agreements. A repurchase agreement is a contract under which the
Fund would acquire a security for a relatively short period (usually not more
than 7 days) subject to the obligation of the seller to repurchase and the Fund
to resell such security at a fixed time and price (representing the Fund's cost
plus interest). The Fund will enter into repurchase agreements only with member
banks of the Federal Reserve System and with "primary dealers" in U.S.
Government securities. The Adviser will continuously monitor the
creditworthiness of the parties with whom the Fund enters into repurchase
agreements.
The Fund has established a procedure providing that the securities serving
as collateral for each repurchase agreement must be delivered to the Fund's
custodian either physically or in book-entry form and that the collateral must
be marked to market daily to ensure that each repurchase agreement is fully
collateralized at all times. In the event of bankruptcy or other default by a
seller of a repurchase agreement, the Fund could experience delays in
liquidating the underlying securities and could experience losses, including a
possible decline in the value of the underlying securities during the period in
which the Fund seeks to enforce its rights, possible subnormal levels of income,
lack of access to income during this period, and the expense of enforcing its
rights.
Portfolio Trading. Although the Fund will not make a practice of short-term
trading, purchases and sales of securities will be made whenever necessary in
the management's view to achieve the Fund's objective. Management does not
expect that in pursuing the Fund's objective, unusual portfolio turnover will be
required and intends to keep portfolio turnover to a minimum consistent with
such objective. Management believes unsettled market and economic conditions
during certain periods require greater portfolio turnover in pursuing the Fund's
objective than would otherwise be the case.
Restricted Securities. The Fund may invest in restricted securities,
including those eligible for resale to certain institutional investors pursuant
to Rule 144A under the Securities Act of 1933 (the "1933 Act"). The Fund will
not invest more than 15% of its net assets in illiquid investments, which
include repurchase agreements maturing in more than seven days, securities that
are not readily marketable and restricted securities. However, if the Board of
Trustees determines, based upon a continuing review of the trading markets for
specific Rule 144A securities, that they are liquid, then these securities may
be purchased without
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<PAGE>
regard to the 15% limit. The Trustees may adopt guidelines and delegate to
the Adviser the daily function of determining and monitoring the liquidity of
restricted securities. The Trustees, however, will retain sufficient oversight
and be ultimately responsible for the determinations. The Trustees will
carefully monitor the Fund's investments in these securities, focusing on such
important factors, among others, as valuation, liquidity and availability of
information. This investment practice could have the effect of increasing the
level of illiquidity in the Fund if qualified institutional buyers become for a
time uninterested in purchasing these restricted securities.
INVESTMENT RESTRICTIONS
Fundamental Investment Restrictions. The following fundamental investment
restrictions (as well as the Fund's investment objective) will not be changed
without approval of the holders of a majority of the Fund's outstanding voting
securities which, as used in the Prospectus and this Statement of Additional
Information, means approval of the lesser of (1) the holders of 67% or more of
the shares represented at a meeting if the holders of more than 50% of
outstanding shares are present in person or by proxy or (2) the holders of more
than 50% of the outstanding shares.
The Fund observes the following fundamental investment restrictions.
The Fund may not:
(1) Issue senior securities, except as permitted by paragraphs (2), (6)
and (7) below. For purposes of this restriction, the issuance of
shares of beneficial interest in multiple classes or series, the
purchase or sale of options, futures contracts, forward commitments
and repurchase agreements entered into in accordance with the Fund's
investment policies, and the pledge, mortgage or hypothecation of the
Fund's assets within the meaning of paragraph (3) below, are not
deemed to be senior securities.
(2) Borrow money, except from banks as a temporary measure for
extraordinary emergency purposes in amounts not to exceed 33 1/3% of
the value of the Fund's total assets (including the amount borrowed)
taken at market value. The Fund will not leverage to attempt to
increase income. The Fund will not purchase securities while
outstanding borrowings exceed 5% of the Fund's total assets.
(3) Pledge, mortgage or hypothecate its assets, except to secure
indebtedness permitted by paragraph (2) above and then only if such
pledging, mortgaging or hypothecating does not exceed 33 1/3% of the
Fund's total assets taken at market value.
(4) Act as an underwriter, except to the extent that in connection with
the disposition of portfolio securities, the Fund may be deemed to be
an underwriter for purpose of the 1933 Act.
-4-
<PAGE>
(5) Purchase or sell real estate or any interest therein, except that the
Fund may invest in securities of corporate or governmental entities
secured by real estate or marketable interests therein or securities
issued by companies that invest in real estate or interests therein.
(6) Make loans, except that the Fund (1) may lend portfolio securities in
accordance with the Fund's investment policies up to 33 1/3% of the
Fund's total assets taken at market value, (2) enter into repurchase
agreements, and (3) purchase all or a portion of an issue of publicly
distributed debt securities, bank loan participation interests, bank
certificates of deposit, bankers' acceptances, debentures or other
securities, whether or not the purchase is made upon the original
issuance of the securities.
(7) Invest in commodities or in commodity contracts or in puts, calls, or
combinations of both, except options on securities, securities indices
and currency, futures contracts on securities, securities indices and
currency and options on such futures, forward foreign currency
exchange contracts, forward commitments, securities index put or call
warrants and repurchase agreements entered into in accordance with the
Fund's investment policies.
(8) Purchase the securities of issuers conducting their principal activity
in the same industry if, immediately after such purchase, the value of
its investments in such industry would exceed 25% of its total assets
taken at market value at the time of such investment. This limitation
does not apply to investments in obligations of the U.S. Government or
any of its agencies or instrumentalities.
(9) Purchase securities of an issuer (other than the U.S. Government, its
agencies or instrumentalities), if
(a) such purchase would cause more than 5% of the Fund's total assets
taken at market value to be invested in the securities of such
issuer, or
(b) such purchase would at the time result in more than 10% of the
outstanding voting securities of such issuer being held by the
Fund.
In connection with the lending of portfolio securities under paragraph (6)
above, such loans must at all times be fully collateralized and the Fund's
custodian must take possession of the collateral either physically or in book
entry form. Securities used as collateral must be marked to market daily.
Non-Fundamental Investment Restrictions. The following restrictions are
designated as non-fundamental and may be changed by the Board of Trustees
without shareholder approval.
The Fund may not:
(a) Participate on a joint or joint-and-several basis in any securities
trading account. The "bunching" of orders for the sale or purchase of
marketable portfolio securities with other accounts under the
management of the Adviser
-5-
<PAGE>
or Sub-Adviser to save commissions or to average prices among them is
not deemed to result in a joint securities trading account.
(b) Purchase securities on margin or make short sales, except in
connection with arbitrage transactions or unless, by virtue of its
ownership of other securities, the Fund has the right to obtain
securities equivalent in kind and amount to the securities sold and,
if the right is conditional, the sale is made upon the same
conditions, except that a Fund may obtain such short-term credits as
may be necessary for the clearance of purchases and sales of
securities.
(c) Knowingly purchase or retain securities of an issuer if one or more of
the Trustees or officers of the Trust or directors or officers of the
Adviser, Sub- Adviser or any investment management subsidiary of the
Adviser individually owns beneficially more than 0.5% and together own
beneficially more than 5% of the securities of such issuer.
(d) Purchase a security if, as a result, (i) more than 10% of the Fund's
assets would be invested in securities of other investment companies,
(ii) such purchase would result in more than 3% of the total
outstanding voting securities of any one such investment company being
held by the Fund or (iii) more than 5% of the Fund's assets would be
invested in any one such investment company.
(e) Purchase securities of any issuer which, together with any
predecessor, has a record of less than three years' continuous
operations prior to the purchase if such purchase would cause
investments of the Fund in all such issuers to exceed 5% of the value
of the total assets of the Fund.
(f) Purchase any security, including any repurchase agreement maturing in
more than seven days, which is not readily marketable, if more than
15% of the net assets of the Fund, taken at market value, would be
invested in such securities. (The Staff of the Securities and Exchange
Commission considers over-the-counter options to be illiquid
securities subject to the 15% limit.)
(g) Notwithstanding any investment restriction to the contrary, the Fund
may, in connection with the John Hancock group of Funds Deferred
Compensation Plan for Independent Trustees/Directors, purchase
securities of other investment companies within the John Hancock Group
of Funds provided that, as a result, (i) no more than 10% of the
Fund's assets would be invested in securities of all other investment
companies, (ii) such purchase would not result in more than 3% of the
total outstanding voting securities of any one such investment company
being held by the Fund and (iii) no more than 5% of the Fund's assets
would be invested in any one such investment company.
In order to permit the sale of shares of the Fund in certain states, the
Trustees may, in their sole discretion, adopt restrictions on investment policy
more restrictive than those described above. Should the Trustees determine that
any such more restrictive policy is no longer in the best interest of the Fund
and its shareholders, the Fund may cease offering shares in the state involved
and the Trustees may revoke such restrictive policy. Moreover, if the states
involved shall no longer
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<PAGE>
require any such restrictive policy, the Trustees may, in their sole
discretion, revoke such policy. The Fund has agreed with a state securities
administrator that it will comply with the following investment restrictions:
The Fund will not invest in real estate limited partnership interests.
The Fund will not purchase the securities of any open-end investment
company except when such purchase is part of a plan of merger, consolidation,
reorganization or purchase of substantially all of the assets of any other
investment company.
The Fund will not purchase warrants of any issuer, if, as a result of such
purchase, more than 2% of the value of the Fund's total assets would be invested
in warrants which are not listed on the New York Stock Exchange or the American
Stock Exchange or more than 5% of the value of the total assets of the Fund
would be invested in warrants generally, whether or not so listed. For these
purposes, warrants are to be valued at the lesser of cost or market, but
warrants acquired by the Fund in units with or attached to debt securities shall
be deemed to be without value.
The Fund will not purchase interests in oil, gas, or other mineral
exploration programs or mineral leases; however, this policy will not prohibit
the acquisition of securities of companies engaged in the production or
transmission of oil, gas, or other minerals.
If a percentage restriction on investment or utilization of assets as set
forth above is adhered to at the time an investment is made, a later change in
percentage resulting from changes in the values of the Fund's assets will not be
considered a violation of the restriction.
THOSE RESPONSIBLE FOR MANAGEMENT
The business of the Fund is managed by the Trustees of the Trust who elect
officers who are responsible for the day-to-day operations of the Fund and who
execute policies formulated by the Trustees. Several of the officers and
Trustees of the Trust are also officers or directors of the Adviser, or officers
or directors of the Fund's principal distributor, John Hancock Funds, Inc.
("John Hancock Funds").
The following table sets forth the principal occupation or employment of
the Trustees and principal officers of the Fund during the past five years.
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<PAGE>
Positions Held Principal Occupation(s)
Name and Address With The Fund During the Past Five Years
*Edward J. Boudreau, Jr. Chairman (1,2) Chairman and Chief Executive
101 Huntington Avenue Officer, the Adviser and The
Boston, Massachusetts Berkeley Financial Group ("The
Berkeley Group"); Chairman, NM
Capital Management, Inc. ("NM
Capital"); John Hancock Advisers
International Limited ("Advisers
International"); John Hancock
Funds; John Hancock Investor
Services Corporation ("Investor
Services") and Sovereign Asset
Management Corporation
("SAMCorp"); (hereinafter the
Adviser, the Berkeley Group, NM
Capital, Advisers International,
John Hancock Funds, Investor
Services and SAMCorp are
collectively referred to as the
"Affiliated Companies");
Chairman, First Signature Bank &
Trust; Director, John Hancock
Freedom Securities Corp., John
Hancock Capital Corp., New
England/Canada Business
Council; Member, Investment
Company Institute Board of
Governors; Director, Asia
Strategic Growth Fund, Inc.;
Trustee, Museum of Science;
President, the Adviser (until
July 1992). Chairman John
Hancock Distributors, Inc.
(until April, 1994).
- --------------
*An "interested person" of the Fund, as such term is defined in the
Investment Company Act of 1940, as amended (the "Investment Company
Act").
(1) A Member of the Executive Committee.
(2) A Member of the Investment Committee of the Adviser.
(3) An Alternate Member of the Executive Committee.
(4) A Member of the Audit and Administration Committees.
-8-
<PAGE>
Positions Held Principal Occupation(s)
Name and Address With The Fund During the Past Five Years
Dennis S. Aronowitz Trustee (4) Professor of Law, Boston
Boston University University School of Law;
Boston, Massachusetts Trustee, Brookline Savings
Bank; Director, Boston
University Center for Banking
Law Studies (until 1990).
Richard P. Chapman, Jr. Trustee (4) President, Brookline Savings
160 Washington Street Bank.
Brookline, Massachusetts
William J. Cosgrove Trustee (4) Vice President, Senior Banker
20 Buttonwood Place and Senior Credit Officer,
Saddle River, New Jersey Citibank, N.A. (retired
September 1991); Executive
Vice President, Citadel Group
Representative, Inc.
Gail D. Fosler Trustee (4) Vice President and Chief
4104 Woodbine Street Economist, The Conference
Chevy Chase, Maryland Board (non-profit economic and
business research).
Bayard Henry Trustee (4) Corporate Advisor; Director,
121 High Street Fiduciary Trust Company (a
Boston, Massachusetts trust company); Director,
Groundwater Technology, Inc.
(remediation); Samuel Cabot,
Inc.; Advisor, Corning Capital
Corp.
- --------------
*An "interested person" of the Fund, as such term is defined in the
Investment Company Act of 1940, as amended (the "Investment Company
Act").
(1) A Member of the Executive Committee.
(2) A Member of the Investment Committee of the Adviser.
(3) An Alternate Member of the Executive Committee.
(4) A Member of the Audit and Administration Committees.
-9-
<PAGE>
Positions Held Principal Occupation(s)
Name and Address With The Fund During the Past Five Years
*Richard S. Scipione Trustee (3) General Counsel, the Life
John Hancock Place Company; Director, the Adviser,
P.O. Box 111 the Affiliated Companies, John
Boston, Massachusetts Hancock Distributors, Inc., JH
Networking Insurance Agency,
Inc., John Hancock Subsidiaries,
Inc., SAMCorp, NM Capital and
John Hancock Property and
Casualty Insurance and its
affiliates (until November,
1993); Trustee, The Berkeley
Group; Director, John Hancock
Home Mortgages Corp. and John
Hancock Financial Access, Inc.
(until July 1990).
Edward J. Spellman Trustee (4) Partner, KPMG Peat Marwick
259C Commercial Bld. (retired June 1990).
Suite 200
Lauderdale by the Sea,
*Robert G. Freedman Vice Chairman and Vice Chairman and Chief
101 Huntington Avenue Chief Investment Investment Officer, the Adviser;
Boston, Massachusetts Officer (2) President, the Adviser (until
December 1994).
*Anne C. Hodsdon President (2) President and Chief Operations
101 Huntington Avenue Officer, the Adviser; Executive
Boston, Massachusetts Vice President, the Adviser
(until December 1994).
*Thomas H. Drohan Senior Vice Senior Vice President and
101 Huntington Avenue President and Secretary, the Adviser.
Boston, Massachusetts Secretary
*James K. Ho Senior Vice Senior Vice President, the
101 Huntington Avenue President (2) Adviser.
Boston, Massachusetts
- --------------
*An "interested person" of the Fund, as such term is defined in the
Investment Company Act of 1940, as amended (the "Investment Company
Act").
(1) A Member of the Executive Committee.
(2) A Member of the Investment Committee of the Adviser.
(3) An Alternate Member of the Executive Committee.
(4) A Member of the Audit and Administration Committees.
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<PAGE>
Positions Held Principal Occupation(s)
Name and Address With The Fund During the Past Five Years
*James B. Little Senior Vice President Senior Vice President the
101 Huntington Avenue and Chief Financial Adviser.
Boston, Massachusetts Officer (2)
*Michael P. DiCarlo Senior Vice President Senior Vice President, the
101 Huntington Avenue (2) Adviser.
Boston, Massachusetts
*John A. Morin Vice President Vice President, the Adviser.
101 Huntington Avenue
Boston, Massachusetts
*Susan S. Newton Vice President, Vice President and Assistant
101 Huntington Avenue Assistant Secretary Secretary, the Adviser.
Boston, Massachusetts and Compliance
Officer
*James J. Stokowski Vice President and Vice President, the Adviser.
101 Huntington Avenue Treasurer
Boston, Massachusetts
*Frederick L. Cavanaugh, Jr. Senior Vice President Senior Vice President, the
101 Huntington Avenue Adviser.
Boston, Massachusetts
*Andrew F. St. Pierre Senior Vice President Senior Vice President, the
101 Huntington Avenue (2) Adviser; President, John
Boston, Massachusetts Hancock Closed-End Funds;
Portfolio Manager, Harvard
Management Corp. (until
October, 1991).
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*An "interested person" of the Fund, as such term is defined in the
Investment Company Act of 1940, as amended (the "Investment Company
Act").
(1) A Member of the Executive Committee.
(2) A Member of the Investment Committee of the Adviser.
(3) An Alternate Member of the Executive Committee.
(4) A Member of the Audit and Administration Committees.
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All of the officers listed are officers or employees of the Adviser or the
Affiliated Companies. Some of the Trustees and officers may also be officers
and/ or directors and/or trustees of one or more of the other funds for which
the Adviser serves as investment adviser.
The following table provides information regarding the compensation paid by
the Fund and the 67 other investment companies in the John Hancock Fund Complex
to the Independent Trustees for their services. The two non-Independent
Trustees, Messrs. Boudreau and Scipione, and each of the officers of the Funds
are interested persons of the Adviser, are compensated by the Adviser and
received no compensation from the Fund for their services. The compensation
figures shown for the Fund are for the Fund's fiscal year ended May 31, 1995.
The total compensation figures shown on the right-hand side of the table are for
the calendar year ended December 31, 1994.
Pensions or Total
Retirement Compensation
Aggregate Benefits From all Funds
Compensation Accrued as Part in John
From The of the Fund's Hancock Fund
Independent Trustees Fund Expenses Complex
Dennis S. Aronowitz $1,601 0 $ 60,950
Richard P. Chapman,Jr. $1,638 0 $ 62,950
William J. Cosgrove $1,601 0 $ 60,950
Gail D. Fosler $1,601 0 $ 60,950
Bayard Henry $1,638 0 $ 62,950
Edward J. Spellman $1,601 0 $ 60,950
Totals: $9,680 0 $369,700
As of May 31, 1995, the officers and Trustees of the Trust as a group owned
less than 1% of the outstanding shares of the Fund. As of August 11, 1995, the
following shareholders beneficially owned 5% or more of the outstanding shares
of the Fund:
[shareholder name] [percentage owned]
[shareholder address]
INVESTMENT ADVISORY AND OTHER SERVICES
As described in the Prospectus, the Fund receives its investment advice
from the Adviser and the Sub-Adviser. Investors should refer to the Prospectus
for information concerning the investment management contract and the sub-
investment management contract. Each of the Trustees and principal officers
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affiliated with the Trust who is also an affiliated person of the Adviser
or Sub- Adviser is named above, together with the capacity in which such person
is affiliated with the Trust, the Adviser or Sub-Adviser.
As described in the Prospectus under the caption "Organization and
Management of the Fund," the Trust, on behalf of the Fund, has entered into an
investment management contract with the Adviser. Under the investment management
contract, the Adviser provides the Fund with (i) a continuous investment
program, consistent with the Fund's stated investment objective and policies,
(ii) supervision of all aspects of the Fund's operations except those that are
delegated to a custodian, transfer agent or other agent and (iii) such
executive, administrative and clerical personnel, officers and equipment as are
necessary for the conduct of its business.
The Adviser has entered into a sub-investment management contract with the
Sub-Adviser under which the Sub-Adviser, subject to the review of the Trustees
and the overall supervision of the Adviser, is responsible for managing the
investment operations of the Fund and the composition of the Fund's portfolio
and furnishing the Fund with advice and recommendations with respect to
investments, investment policies and the purchase and sale of securities.
Securities held by the Fund may also be held by other funds or investment
advisory clients for which the Adviser, the Sub-Adviser or their respective
affiliates provide investment advice. Because of different investment objectives
or other factors, a particular security may be bought for one or more funds or
clients when one or more are selling the same security. If opportunities for
purchase or sale of securities by the Adviser or Sub-Adviser for the Fund or for
other funds or clients for which the Adviser or Sub-Adviser renders investment
advice arise for consideration at or about the same time, transactions in such
securities will be made, insofar as feasible, for the respective funds or
clients in a manner deemed equitable to all of them. To the extent that
transactions on behalf of more than one client of the Adviser, the Sub-Adviser
or their respective affiliates may increase the demand for securities being
purchased or the supply of securities being sold, there may be an adverse effect
on price.
No person other than the Adviser and Sub-Adviser and their directors,
officers, and employees regularly furnishes advice to the Fund with respect to
the desirability of the Fund's investing in, purchasing or selling securities.
The Adviser and Sub-Adviser may from time to time receive statistical or other
similar factual information, and information regarding general economic factors
and trends, from the Life Company and its affiliates.
Under the terms of the investment management contract with the Fund, the
Adviser provides the Fund with office space, supplies and other facilities
required for the business of the Fund. The Adviser pays the compensation of all
officers and employees of the Trust and the compensation of the Trustees of the
Trust affiliated with Adviser, and pays the expenses of clerical services
relating to the administration of the Fund.
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<PAGE>
All expenses which are not specifically paid by the Adviser and which are
incurred in the operation of the Fund (including fees of Trustees of the Trust
who are not "interested persons," as such term is defined in the Investment
Company Act, but excluding the expenses of certain distribution-related
activities required to be paid by the Adviser or John Hancock Funds) and the
continuous public offering of the shares of the Fund are borne by the Fund.
Class expenses properly allocable to Class A and Class B shares will be borne
exclusively by such class of shares subject to conditions set forth in a private
letter ruling that the Fund has received from the Internal Revenue Service
relating to its multiple-class structure.
As discussed in the Prospectus and as provided by the investment management
contract, the Fund pays the Adviser an investment management fee, which is
accrued daily and paid monthly, based on a stated percentage of the average
daily net assets of the Fund as follows:
Net Asset Value Annual Rate
First $750,000,000 0.75%
Amount over $750,000,000 0.70%
On May 31, 1995, the net assets of the Fund were $101,418,291. From June 1,
1992 to July 31, 1992, the Adviser voluntarily limited the Fund's total
expenses, including the investment management fee, to 1.25% of its average daily
net assets. Effective August 1, 1992, the Adviser limited the Fund's expenses
further to the extent required to prevent expenses from exceeding .70% of the
Fund's average daily net asset value. As of September 1, 1995, the Fund's
expenses will be limited to 1.30% for Class A shares and to 2.00% for Class B
shares. The Adviser reserves the right to terminate this limitation in the
future. For the fiscal years ended May 31, 1993, 1994 and 1995, the Adviser
received fees of $19,328, $162,875, and $457,613, respectively. These management
fee figures reflect these limitations, as well as the different management fee
that was in effect before September 1, 1995.
As discussed in the Prospectus and as provided in the sub-investment
management contract, as of September 1, 1995, the Adviser (not the Fund) pays
the Sub-Adviser a quarterly subadvisory fee at the annual rate of 55% of the
management fee paid by the Fund to the Adviser for the preceding three months.
Effective August 1, 1992, the Sub-Adviser reduced its subadvisory fee. Effective
as of January 1, 1994, this limitation was reflected in the Fund's
sub-investment management contract. As of September 1, 1995, this limitation is
no longer in effect. For the fiscal years ended May 31, 1993, 1994, and 1995,
the Sub-Adviser received subadvisory fees from the Adviser of $11,348, $88,486,
and $290,249, respectively. These subadvisory fee figures reflect the limitation
referred to above, as well as the different subadvisory fee that was in effect
before September 1, 1995.
If the total of all ordinary business expenses of the Fund for any fiscal
year exceeds limitations prescribed in any state in which shares of the Fund are
qualified for sale, the fee payable to the Adviser will be reduced to the extent
required by these limitations. At this time, the most restrictive limit on
expenses imposed by a state requires that expenses charged to the Fund in any
fiscal year not exceed 2.5%
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<PAGE>
of the first $30,000,000 of the Fund's average daily net asset value, 2% of
the next $70,000,000 and 1.5% of the remaining average daily net asset value.
When calculating the limit above, the Fund may exclude interest, brokerage
commissions and extraordinary expenses.
Pursuant to the investment management contract and sub-investment
management contract, the Adviser and Sub-Adviser are not liable to the Fund or
its shareholders for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which their respective
contract relates, except a loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the Adviser or Sub-Adviser in the performance of
their duties or from their reckless disregard of the obligations and duties
under the applicable contract.
The Adviser, located at 101 Huntington Avenue, Boston, Massachusetts
02199-7603, was organized in 1968 and currently has more than $13 billion in
assets under management in its capacity as investment adviser to the Fund and
the other mutual funds and publicly traded investment companies in the John
Hancock group of funds having a combined total of over 1,067,000 shareholders.
The Adviser is an affiliate of the Life Company, one of the most recognized and
respected financial institutions in the nation. With total assets under
management of $80 billion, the Life Company is one of the ten largest life
insurance companies in the United States, and carries high ratings from Standard
& Poor's and A.M. Best's. Founded in 1862, the Life Company has been serving
clients for over 130 years.
The Sub-Adviser, located at 53 State Street, Boston, Massachusetts 02109,
was organized in 1982 and currently manages over $17 billion in assets for
primarily institutional clients. The Sub-Adviser is a wholly-owned indirect
subsidiary of the Life Company.
Under the investment management contract, the Fund may use the name "John
Hancock" or any name derived from or similar to it only for so long as the
investment management contract or any extension, renewal or amendment thereof
remains in effect. If the investment management contract is no longer in effect,
the Fund (to the extent that it lawfully can) will cease to use such name or any
other name indicating that it is advised by or otherwise connected with the
Adviser. In addition, the Adviser or the Life Company may grant the nonexclusive
right to use the name "John Hancock" or any similar name to any other
corporation or entity, including but not limited to any investment company of
which the Life Company or any subsidiary or affiliate thereof or any successor
to the business of any subsidiary or affiliate thereof shall be the investment
adviser.
Under the subadvisory contract, the Fund may use the name "Independence" or
any name derived from or similar to it only for so long as the sub-investment
management contract or any extension, renewal or amendment thereof remains in
effect. If the sub-investment management contract is no longer in effect, the
Fund (to the extent that it lawfully can) will cease to use such name or any
other name indicating that it is advised by or otherwise connected with the
Sub-Adviser. In addition, the Sub-Adviser or the Life Company may grant the
nonexclusive right to use the name "Independence" or any similar name to any
other corporation or entity, including but not limited to any investment company
of which the Sub-Adviser or
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<PAGE>
any subsidiary or affiliate thereof or any successor to the business of any
subsidiary or affiliate thereof shall be the investment adviser.
The investment management contract and sub-investment management contract
continue in effect until September 1, 1997, and thereafter from year to year if
approved annually by a vote of a majority of the Trustees of the Trust who are
not interested persons of one of the parties to the contract, cast in person at
a meeting called for the purpose of voting on such approval, and by either the
Trustees or the holders of a majority of the Fund's outstanding voting
securities. Each of these contracts automatically terminates upon assignment.
Each contract may be terminated without penalty on 60 days' notice at the option
of either party to the respective contract or by vote of the holders of a
majority of the outstanding voting securities of the Fund. The sub-investment
management contract terminates automatically upon the termination of the
investment management contract.
DISTRIBUTION CONTRACT
The Fund has a distribution contract with John Hancock funds pertaining to
each class of shares. Under the contract, John Hancock Funds is obligated to use
its best efforts to sell shares on behalf of the Fund. Shares of the Fund are
also sold by selected broker-dealers (the "Selling Brokers") which have entered
into selling agency agreements with John Hancock Funds. John Hancock Funds
accepts orders for the purchase of the shares of the Fund which are continually
offered at net asset value next determined, plus any applicable sales charge. In
connection with the sale of Class A or Class B shares of the Fund, John Hancock
Funds and Selling Brokers receive compensation in the form of a sales charge
imposed, in the case of Class A shares, at the time of sale or, in the case of
Class B shares, on a deferred basis. The sales charges are listed in the Fund's
Prospectus.
The Fund's Trustees have adopted Distribution Plans with respect to Class A
and Class B shares (together, the "Plans") pursuant to Rule 12b-1 under the
Investment Company Act. Under the Class A Plan and the Class B Plan, the Fund
will pay distribution and service fees at an aggregate annual rate of up to
0.30% and 1.00%, respectively, of the Fund's average daily net assets. However,
the service fee will not exceed 0.25% of the Fund's average daily net assets
attributable to each class of shares. The distribution fees reimburse John
Hancock Funds for its distribution costs incurred in the promotion of sales of
Fund shares, and the service fees compensate Selling Brokers for providing
personal and account maintenance services to shareholders. The Plans were
approved by a majority of the voting securities of the applicable class of the
Fund. Both Plans and all amendments were approved by a majority of the Trustees,
including a majority of the Trustees who are not interested persons of the Fund
and who have no direct or indirect financial interest in the operation of the
Plans (the "Independent Trustees"), by votes cast in person at meetings called
for the purpose of voting on these Plans.
Pursuant to the Plans, at least quarterly, John Hancock Funds provides the
Fund with a written report of the amounts expended under the Plan and the
purpose for which these expenditures were made. The Trustees review these
reports on a quarterly basis.
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<PAGE>
Each of the Plans provides that it will continue in effect only so long as
its continuance is approved at least annually by a majority of both the Trustees
and the Independent Trustees. Each of the Plans may be terminated without
penalty (a) by vote of a majority of the Independent Trustees, (b) by a majority
of the Fund's outstanding shares of the applicable class upon 60 days' written
notice to John Hancock Funds, and (c) automatically in the event of assignment.
Each of the Plans further provides that it may not be amended to increase the
maximum amount of the fees for the services described therein without the
approval of a majority of the outstanding shares of the class of the Fund which
has voting rights with respect to the Plan. Each of the Plans provides that no
material amendment to the Plan will, in any event, be effective unless it is
approved by a vote of a majority of both the Trustees and the Independent
Trustees of the Fund. The holders of Class A and Class B shares have exclusive
voting rights with respect to the Plan applicable to their respective class of
shares. In adopting the Plans, the Trustees concluded that, in their judgment,
there is a reasonable likelihood that each of the Plans will benefit the holders
of the applicable class of shares of the Fund.
When the Trust seeks an Independent Trustee to fill a vacancy or as a
nominee for election by shareholders, the selection or nomination of the
Independent Trustee is committed to the discretion of the Committee on
Administration of the Trustees. The members of the Committee on Administration
are all Independent Trustees and are identified in this Statement of Additional
Information under the heading "Those Responsible for Management."
NET ASSET VALUE
For purposes of calculating the net asset value ("NAV") of the Fund's
shares, the following procedures are utilized wherever applicable.
Equity securities traded on a principal exchange or NASDAQ National Market
Issues are generally valued at last sale price on the day of valuation.
Securities in the aforementioned category for which no sales are reported and
other securities traded over-the-counter are generally valued at the last
available bid price.
Short-term debt investments which have a remaining maturity of 60 days or
less are generally valued at amortized cost which approximates market value. If
market quotations are not readily available or if in the opinion of the Adviser
any quotation or price is not representative of true market value, the fair
value of the security may be determined in good faith in accordance with
procedures approved by the Trustees.
The Fund will not price its securities on the following national holidays:
New Year's Day; President's Day; Good Friday; Memorial Day; Independence Day;
Labor Day; Thanksgiving Day; and Christmas Day.
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<PAGE>
INITIAL SALES CHARGE ON CLASS A SHARES
The sales charges applicable to purchases of Class A shares of the Fund are
described in the Fund's Prospectus. Methods of obtaining reduced sales charges
referred to generally in the Prospectus are described in detail below. In
calculating the sales charge applicable to current purchases of Class A shares
of the Fund, the investor is entitled to cumulate current purchases with the
greater of the current value (at offering price) of the Class A shares of the
Fund, or if Investor Services is notified by the investor's dealer or the
investor at the time of the purchase, the cost of the Class A shares owned.
Combined Purchases. In calculating the sales charge applicable to purchases
of Class A shares made at one time, the purchases will be combined if made by
(a) an individual, his spouse and their children under the age of 21, purchasing
securities for his or their own account, (b) a trustee or other fiduciary
purchasing for a single trust, estate or fiduciary account and (c) certain
groups of four or more individuals making use of salary deductions or similar
group methods of payment whose funds are combined for the purchase of mutual
fund shares. Further information about combined purchases, including certain
restrictions on combined group purchases, is available from Investor Services or
a Selling Broker's representative.
Without Sales Charges. As described in the Prospectus, Class A shares of
the Fund may be sold without a sales charge to certain persons described in the
Prospectus.
Accumulation Privilege. Investors (including investors combining purchases)
who are already Class A shareholders may also obtain the benefit of the reduced
sales charge by taking into account not only the amount then being invested but
also the purchase price or value of the Class A shares already held by such
person.
Combination Privilege. Reduced sales charges (according to the schedule set
forth in the Prospectus) also are available to an investor based on the
aggregate amount of his concurrent and prior investments in Class A shares of
the Fund and shares of all other John Hancock funds which carry a sales charge.
Letter of Intention. The reduced sales charges are also applicable to
investments made over a specified period pursuant to a Letter of Intention (the
"LOI"), which should be read carefully prior to its execution by an investor.
The Fund offers two options regarding the specified period for making
investments under the LOI. All investors have the option of making their
investments over a specified period of thirteen (13) months. Investors who are
using the Fund as a funding medium for a qualified retirement plan, however, may
opt to make the necessary investments called for by the LOI over a forty-eight
(48) month period. These qualified retirement plans include group IRA, SEP,
SARSEP, TSA, 401(k), 403(b) and 457 plans. Such an investment (including
accumulations and combinations) must aggregate $50,000 or more invested during
the specified period from the date of the LOI or from a date within ninety (90)
days prior thereto, upon written request to Investor Services. The sales charge
applicable to all amounts invested under the LOI is computed as if the aggregate
amount intended to be
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<PAGE>
invested had been invested immediately. If such aggregate amount is not
actually invested, the difference in the sales charge actually paid and the
sales charge payable had the LOI not been in effect is due from the investor.
However, for the purchases actually made within the specified period (either 13
or 48 months) the sales charge applicable will not be higher than that which
would have applied (including accumulations and combinations) had the LOI been
for the amount actually invested.
The LOI authorizes Investor Services to hold in escrow sufficient Class A
shares (approximately 5% of the aggregate) to make up any difference in sales
charges on the amount intended to be invested and the amount actually invested,
until such investment is completed within the specified period, at which time
the escrow shares will be released. If the total investment specified in the LOI
is not completed, the Class A shares held in escrow may be redeemed and the
proceeds used as required to pay such sales charge as may be due. By signing the
LOI, the investor authorizes Investor Services to act as his attorney-in-fact to
redeem any escrowed Class A shares and adjust the sales charge, if necessary. An
LOI does not constitute a binding commitment by an investor to purchase, or by
the Fund to sell, any additional Class A shares and may be terminated at any
time.
DEFERRED SALES CHARGE ON CLASS B SHARES
Investments in Class B shares are purchased at net asset value per share
without the imposition of an initial sales charge so the Fund will receive the
full amount of the purchase payment.
Contingent Deferred Sales Charge. Class B shares which are redeemed within
six years of purchase will be subject to a contingent deferred sales charge
("CDSC") at the rates set forth in the Prospectus as a percentage of the dollar
amount subject to the CDSC. The charge will be assessed on an amount equal to
the lesser of the current market value or the original purchase cost of the
Class B shares being redeemed. Accordingly, no CDSC will be imposed on increases
in account value above the initial purchase prices, including Class B shares
derived from reinvestment of dividends or capital gains distributions.
The amount of the CDSC, if any, will vary depending on the number of years
from the time of payment for the purchase of Class B shares until the time of
redemption of such shares. Solely for purposes of determining the number of
years from the time of any payment for the purchase of shares, all payments
during a month will be aggregated and deemed to have been made on the last day
of the month.
Proceeds from the CDSC are paid to John Hancock Funds and are used in whole
or in part by John Hancock Funds to defray its expenses related to providing
distribution-related services to the Fund in connection with the sale of the
Class B shares, such as the payment of compensation to select Selling Brokers
for selling Class B shares. The combination of the CDSC and the distribution and
service fees facilitates the ability of the Fund to sell the Class B shares
without a sales charge
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<PAGE>
being deducted at the time of the purchase. See the Prospectus for
additional information regarding the CDSC.
SPECIAL REDEMPTIONS
Although it would not normally do so, the Fund has the right to pay the
redemption price of shares of the Fund in whole or in part in portfolio
securities as prescribed by the Trustees. If the shareholder were to sell
portfolio securities received in this fashion, he would incur a brokerage
charge. Any such securities would be valued for the purposes of making such
payment at the same value as used in determining net asset value. The Fund has,
however, elected to be governed by Rule 18f-1 under the Investment Company Act.
Under that rule, the Fund must redeem its shares for cash except to the extent
that the redemption payments to any one shareholder during any 90-day period
would exceed the lesser of $250,000 or 1% of the Fund's net asset value at the
beginning of such period.
ADDITIONAL SERVICES AND PROGRAMS
Exchange Privilege. As described more fully in the Prospectus, the Fund
permits exchanges of shares of any class of the Fund for shares of the same
class in any other John Hancock fund offering that class.
Systematic Withdrawal Plan. As described briefly in the Prospectus, the
Fund permits the establishment of a Systematic Withdrawal Plan. Payments under
this plan represent proceeds from the redemption of shares of the Fund. Since
the redemption price of the shares of the Fund may be more or less than the
shareholder's cost, depending upon the market value of the securities owned by
the Fund at the time of redemption, the distribution of cash pursuant to this
plan may result in realization of gain or loss for purposes of Federal, state
and local income taxes. The maintenance of a Systematic Withdrawal Plan
concurrently with purchases of additional Class A or Class B shares of the Fund
could be disadvantageous to a shareholder because of the initial sales charge
payable on such purchases of Class A shares and the CDSC imposed on redemptions
of Class B shares and because redemptions are taxable events. Therefore, a
shareholder should not purchase Class A or Class B shares at the same time that
a Systematic Withdrawal Plan is in effect. The Fund reserves the right to modify
or discontinue the Systematic Withdrawal Plan of any shareholder on 30 days'
prior written notice to such shareholder, or to discontinue the availability of
such plan in the future. The shareholder may terminate the plan at any time by
giving proper notice to Investor Services.
Monthly Automatic Accumulation Program (MAAP). This program is explained
fully in the Prospectus. The program, as it relates to automatic investment
checks, is subject to the following conditions:
The investments will be drawn on or about the day of the month indicated.
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The privilege of making investments through the Monthly Automatic
Accumulation Program may be revoked by Investor Services without prior notice if
any investment is not honored by the shareholder's bank. The bank shall be under
no obligation to notify the shareholder as to the nonpayment of any check.
The program may be discontinued by the shareholder either by calling
Investor Services or upon written notice to Investor Services which is received
at least five (5) business days prior to the due date of any investment.
Reinvestment Privilege. A shareholder who has redeemed Fund shares may,
within 120 days after the date of redemption, reinvest without payment of a
sales charge any part of the redemption proceeds in shares of the same class of
the Fund or any of the other John Hancock funds, subject to the minimum
investment limit of that fund. The proceeds from the redemption of Class A
shares may be reinvested at net asset value without paying a sales charge in
Class A shares of the Fund or in Class A shares of any of the other John Hancock
funds. If a CDSC was paid upon a redemption, a shareholder may reinvest the
proceeds from this redemption at net asset value in additional shares of the
class from which the redemption was made. The shareholder's account will be
credited with the amount of any CDSC charged upon the prior redemption and the
new shares will continue to be subject to the CDSC. The holding period of the
shares acquired through reinvestment will, for purposes of computing the CDSC
payable upon a subsequent redemption, include the holding period of the redeemed
shares. The Fund may modify or terminate the reinvestment privilege at any time.
A redemption or exchange of Fund shares is a taxable transaction for
Federal income tax purposes even if the reinvestment privilege is exercised, and
any gain or loss realized by a shareholder on the redemption or other
disposition of Fund shares will be treated for tax purposes as described under
the caption "Tax Status."
DESCRIPTION OF THE FUND'S SHARES
The Trustees of the Trust are responsible for the management and
supervision of the Fund. The Declaration of Trust permits the Trustees to issue
an unlimited number of full and fractional shares of beneficial interest of the
Fund without par value. Under the Declaration of Trust, the Trustees have the
authority to create and classify shares of beneficial interest in separate
series, without further action by shareholders. As of the date of this Statement
of Additional Information, the Trustees have authorized shares of the Fund and
two other series. Additional series may be added in the future. The Declaration
of Trust also authorizes the Trustees to classify and reclassify the shares of
the Fund, or any other series of the Fund, into one or more classes. As of the
date of this Statement of Additional Information, the Trustees have authorized
the issuance of two classes of shares of the Fund, designated as Class A and
Class B.
The shares of each class of the Fund represent an equal proportionate
interest in the aggregate net assets attributable to that class of the Fund. The
holders of Class A and Class B shares have certain exclusive voting rights on
matters relating to their respective Rule 12b-1 distribution plans. The
different classes of the Fund
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may bear different expenses relating to the cost of holding shareholder
meetings necessitated by the exclusive voting rights of any class of shares.
Dividends paid by the Fund, if any, with respect to each class of shares
will be calculated in the same manner, at the same time and will be in the same
amount, except that (i) the distribution and service fees relating to Class A
and Class B shares will be borne exclusively by that class, (ii) Class B shares
will pay higher distribution and service fees than Class A shares and (iii) each
of Class A and Class B shares will bear any class expenses properly allocable to
that class of shares, subject to the conditions set forth in a private letter
ruling that the Fund has received from the Internal Revenue Service relating to
its multiple-class structure. Similarly, the net asset value per share may vary
depending on whether Class A shares or Class B shares are purchased.
In the event of liquidation, shareholders of each class are entitled to
share pro rata in the net assets of the class of the Fund available for
distribution to these shareholders. Shares entitle their holders to one vote per
share, are freely transferable and have no preemptive, subscription or
conversion rights. When issued, shares are fully paid and non-assessable, except
as set forth below.
Unless otherwise required by the Investment Company Act or the Declaration
of Trust, the Trust has no intention of holding annual meetings of shareholders.
Trust shareholders may remove a Trustee by the affirmative vote of at lease two-
thirds of the Trust's outstanding shares and the Trustees shall promptly call a
meeting for such purpose when requested to do so in writing by the record
holders of not less than 10% of the outstanding shares of the Trust.
Shareholders may, under certain circumstances, communicate with other
shareholders in connection with requesting a special meeting of shareholders.
However, at any time that less than a majority of the Trustees holding office
were elected by the shareholders, the Trustees will call a special meeting of
shareholders for the purpose of electing Trustees.
Under Massachusetts law, shareholders of a Massachusetts business trust
could, under certain circumstances, be held personally liable for acts or
obligations of the trust. However, the Fund's Declaration of Trust contains an
express disclaimer of shareholder liability for acts, obligations or affairs of
the Fund. The Declaration of Trust also provides for indemnification out of the
Fund's assets for all losses and expenses of any shareholder held personally
liable by reason of being or having been a shareholder. Liability is therefore
limited to circumstances in which the Fund itself would be unable to meet its
obligations, and the possibility of this occurrence is remote.
TAX STATUS
Each series of the Trust, including the Fund, is treated as a separate
entity for accounting and tax purposes. The Fund has qualified and has elected
to be treated as a "regulated investment company" under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code") and intends to continue
to so qualify in the future. As such and by complying with the applicable
provisions of the Code
-22-
<PAGE>
regarding the sources of its income, the timing of its distributions and
the diversification of its assets, the Fund will not be subject to Federal
income tax on taxable income (including net realized capital gains) which is
distributed to shareholders at least annually in accordance with the timing
requirements of the Code.
The Fund will be subject to a four percent nondeductible Federal excise tax
on certain amounts not distributed (and not treated as having been distributed)
on a timely basis in accordance with annual minimum distribution requirements.
The Fund intends under normal circumstances to avoid liability for such tax by
satisfying such distribution requirements.
Distributions from the Fund's current or accumulated earnings and profits
("E&P"), as computed for Federal income tax purposes, will be taxable as
described in the Fund's Prospectus, whether taken in shares or in cash.
Distributions, if any, in excess of E&P will constitute a return of capital,
which will first reduce an investor's tax basis in Fund shares and thereafter
(after such basis is reduced to zero) will generally give rise to capital gains.
Shareholders electing to receive distributions in the form of additional shares
will have a cost basis for Federal income tax purposes in each share so received
equal to the amount of cash that they would have received had they elected to
receive the distribution in cash, divided by the number of shares received.
The Fund may be subject to foreign taxes on its income from investments in
certain ADRs representing foreign securities. Tax conventions between certain
countries and the U.S. may reduce or eliminate such taxes. Because more than 50%
of the Fund's assets at the close of any taxable year will not consist of stocks
or securities of foreign corporation, the Fund will be unable to pass such taxes
through to shareholders (as additional income) along with a corresponding
entitlement to a foreign tax credit or deduction.
If the Fund acquires ADRs representing stock in certain non-U.S.
corporations that receive at least 75% of their annual gross income from passive
sources (such as interest, dividends, rents royalties or capital gain) or hold
at least 50% of their asset in investments producing such passive income
("passive foreign investment companies'), the Fund could be subject to Federal
income tax and additional interest charges on "excess distributions" received
from such companies or gain from the sale of stock in such companies, even if
all income or gain actually received by the Fund is timely distributed to its
shareholders. The Fund would not be able to pass through to its shareholders any
credit or deduction for such a tax. Certain elections may, if available,
ameliorate these adverse tax consequences, but any such election would require
the Fund to recognize taxable income or gain without the concurrent receipt of
cash. The Fund may limit and/or manage its holdings in passive foreign
investment companies to minimize its tax liability or maximize its return for
these investments.
The amount of net realized capital gains, if any, in any given year will
result from sales of securities made with a view to the maintenance of a
portfolio believed by the Fund's management to be most likely to attain the
Fund's objective. Such sales, and any resulting gains or losses, may therefore
vary considerably from year
-23-
<PAGE>
to year. At the time of an investor's purchase of shares of the Fund, a
portion of the purchase price is often attributable to realized or unrealized
appreciation in the Fund's portfolio or undistributed taxable income of the
Fund. Consequently, subsequent distributions on such shares may be taxable to
such investor even if the net asset value of the investor's shares is, as a
result of the distributions, reduced below the investor's cost for such shares,
and the distributions in reality represent a return of a portion of the purchase
price.
Upon a redemption of shares (including by exercise of the exchange
privilege) a shareholder will ordinarily realize a taxable gain or loss
depending upon his basis in his shares. Such gain or loss will be treated as
capital gain or loss if the shares are capital assets in the shareholder's hands
and will be long-term or short- term, depending upon the shareholder's holding
period for the shares. A sales charge paid in purchasing Class A shares of the
Fund cannot be taken into account for purposes of determining gain or loss on
the redemption or exchange of such shares within 90 days after their purchase to
the extent Class A shares of the Fund or another John Hancock fund are
subsequently acquired without payment of a sales charge pursuant to the
reinvestment or exchange privilege. Such disregarded charge will result in an
increase in the shareholder's tax basis in the Class A shares subsequently
acquired. Also, any loss realized on a redemption or exchange may be disallowed
to the extent the shares disposed of are replaced with other shares of the Fund
within a period of 61 days beginning 30 days before and ending 30 days after the
shares are disposed of, such as pursuant to the Dividend Reinvestment Plan. In
such a case, the basis of the shares acquired will be adjusted to reflect the
disallowed loss. Any loss realized upon the redemption of shares with a tax
holding period of six months or less will be treated as a long-term capital loss
to the extent of any amounts treated as distributions of long-term capital gain
with respect to such shares.
Although its present intention is to distribute all net capital gains, if
any, the Fund reserves the right to retain and reinvest all or any portion of
the excess, as computed for Federal income tax purposes, of net long-term
capital gain over net short-term capital loss in any year. The Fund will not in
any event distribute net long-term capital gains realized in any year to the
extent that a capital loss is carried forward from prior years against such
gain. To the extent such excess was retained and not exhausted by the carry
forward of prior years' capital losses, it would be subject to Federal income
tax in the hands of the Fund. Each shareholder would be treated for Federal
income tax purposes as if the Fund had distributed to him on the last day of its
taxable year his pro rata share of such excess, and he had paid his pro rata
share of the taxes paid by the Fund and reinvested the remainder in the Fund.
Accordingly, each shareholder would (a) include his pro rata share of such
excess as long-term capital gain in his return for his taxable year in which the
last day of the Fund's taxable year falls, (b) be entitled either to a tax
credit on his return for, or to a refund of, his pro rata share of the taxes
paid by the Fund, and (c) be entitled to increase the adjusted tax basis for his
shares in the Fund by the difference between his pro rata share of such excess
and his pro rata share of such taxes.
For Federal income tax purposes, the Fund is permitted to carry forward a
net capital loss in any year to offset net capital gains, if any, during the
eight years following the year of the loss. To the extent subsequent net capital
gains are offset
-24-
<PAGE>
by such losses, they would not result in Federal income tax liability to
the Fund and, as noted above, would not be distributed as such to shareholders.
Presently, there are no realized capital loss carry forwards available to offset
future net realized capital gains.
For purposes of the dividends-received deduction available to corporations,
dividends received by the Fund, if any, from U.S. domestic corporations in
respect of the stock of such corporations held by the Fund, for U.S. Federal
income tax purposes, for at least 46 days (91 days in the case of certain
preferred stock) and distributed and designated by the Fund may be treated as
qualifying dividends. Corporate shareholders must meet the minimum holding
period requirement stated above (46 or 91 days) with respect to their shares of
the Fund in order to qualify for the deduction and, if they borrow to acquire
such shares, may be denied a portion of the dividends-received deduction. The
entire qualifying dividend, including the otherwise-deductible amount, will be
included in determining the excess (if any) of a corporate shareholder's
adjusted current earnings over its alternative minimum taxable income, which may
increase its alternative minimum tax liability, if any. Additionally, any
corporate shareholder should consult its tax adviser regarding the possibility
that its tax basis in its shares may be reduced, for Federal income tax
purposes, by reason of "extraordinary dividends" received with respect to the
shares, for the purpose of computing its gain or loss on redemption or other
disposition of the shares.
Different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and post-retirement
distributions and certain prohibited transactions, is accorded to accounts
maintained as qualified retirement plans. Shareholders should consult their tax
advisers for more information.
The foregoing discussion relates solely to Federal income tax law as
applicable to U.S. persons (i.e., U.S. citizens or residents and U.S. domestic
corporations, partnerships, trusts or estates) subject to tax under such law.
The discussion does not address special tax rules applicable to certain classes
of investors, such as tax-exempt entities, insurance companies and financial
institutions. Dividends, capital gain distributions and ownership of or gains
realized on the redemption (including an exchange) of shares of the Fund may
also be subject to state and local taxes. Shareholders should consult their own
tax advisers as to the Federal, state or local tax consequences of ownership of
shares of, and receipt of distributions from, the Fund in their particular
circumstances.
Non-U.S. investors not engaged in a U.S. trade or business with which their
Fund investment is effectively connected will be subject to U.S. Federal income
tax treatment that is different from that described above. These investors may
be subject to non-resident alien withholding tax at the rate of 30% (or a lower
rate under an applicable tax treaty) on amounts treated as ordinary dividends
from the Fund and, unless an effective IRS Form W-8 or authorized substitute is
on file, to 31% backup withholding on certain other payments from the Fund.
Non-U.S. investors should consult their tax advisers regarding such treatment
and the application of foreign taxes to an investment in the Fund.
-25-
<PAGE>
The Fund is not subject to Massachusetts corporate excise or franchise
taxes. Provided that the Fund qualifies as a regulated investment company under
the Code, it will also not be required to pay any Massachusetts income tax.
CALCULATION OF PERFORMANCE
The average annual total return on Class A shares of the Fund for the 1
year and life-of-fund period ended May 31, 1995 was 16.98% and 12.06%,
respectively. No Class B shares were outstanding prior to September 1, 1995.
The Fund's total return is computed by finding the average annual
compounded rate of return over the one-year and life-of-fund periods that would
equate the initial amount invested to the ending redeemable value according to
the following formula:
Where:
P = a hypothetical initial investment of $1,000.
T = average annual total return.
n = number of years.
ERV = ending redeemable value of a hypothetical $1,000 investment made at
the beginning of the 1st year and life-of-fund periods.
In the case of Class A shares and Class B shares, this calculation assumes
the maximum sales charge of 5.00%, is included in the initial investment, and
the CDSC is applied at the end of the period, respectively. This calculation
also assumes that all dividends and distributions are reinvested at net asset
value on the reinvestment dates during the period.
In addition to average annual total returns, the Fund may quote unaveraged
or cumulative total returns reflecting the change in value of an investment over
a stated period. Cumulative total returns may be quoted as a percentage or as a
dollar amount, and may be calculated for a single investment, a series of
investments, and/ or a series of redemptions, over any time period. Total
returns may be quoted with or without taking the Fund's 5.00% sales charge on
Class A shares or the CDSC on Class B shares into account. The "distribution
rate" is determined by annualizing the result of dividing the declared dividends
of the Fund during the period stated by the maximum offering price or net asset
value at the end of the period. Excluding the Fund's sales charge on Class A
shares and the CDSC on Class B shares from a total return calculation produces a
higher total return figure.
From time to time, in reports and promotional literature, the Fund's total
return will be compared to indices of mutual funds such as Lipper Analytical
Services, Inc.'s "Lipper-Mutual Performance Analysis," a monthly publication
which tracks net assets, total return, and yield on more than 1,000 equity
mutual
-26-
<PAGE>
funds in the United States. Ibottson and Associates, CDA Weisenberger and
F.C. Towers are also used for comparison purposes, as well as the Russell and
Wilshire Indices.
Performance rankings and ratings reported periodically in national
financial publications such as Money magazine, Forbes, Business Week, The Wall
Street Journal, Micropal, Inc., Morningstar, Stanger's, and Barron's may also be
utilized.
The performance of the Fund is not fixed or guaranteed. Performance
quotations should not be considered to be representations of performance of the
Fund for any period in the future. The performance of the Fund is a function of
many factors including its earnings, expenses and number of outstanding shares.
Fluctuating market conditions; purchases, sales and maturities of portfolio
securities; sales and redemptions of shares of beneficial interest; and changes
in operating expenses are all examples of items that can increase or decrease
the Fund's performance.
BROKERAGE ALLOCATION
Decisions concerning the purchase and sale of portfolio securities and the
allocation of brokerage commissions are made by the Sub-Adviser, or the Adviser
pursuant to recommendations made by an investment committee, which consists of
officers and directors of the Adviser and officers and Trustees of the Trust who
are interested persons of the Fund. Orders for purchases and sales of securities
are placed in a manner, which, in the opinion of the officers of the Fund, will
offer the best price and market for the execution of each such transaction.
Purchases from underwriters of portfolio securities may include a commission or
commissions paid by the issuer and transactions with dealers serving as market
maker reflect a "spread." Debt securities are generally traded on a net basis
through dealers acting for their own account as principals and not as brokers;
no brokerage commissions are payable on such transactions.
The Fund's primary policy is to execute all purchases and sales of
portfolio instruments at the most favorable prices consistent with best
execution, considering all of the costs of the transaction including brokerage
commissions. The policy governs the selection of brokers and dealers and the
market in which a transaction is executed. Consistent with the foregoing primary
policy, the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. and such other policies as the Trustees may determine, the Adviser
and Sub-Adviser may consider sales of shares of the Fund as a factor in the
selection of broker-dealers to execute the Fund's portfolio transactions.
To the extent consistent with the foregoing, the Fund will be governed in
the selection of brokers and dealers, and the negotiation of brokerage
commission rates and dealer spreads, by the reliability and quality of the
services, including primarily the availability and value of research information
and, to a lesser extent, statistical assistance furnished to the Adviser and
Sub-Adviser of the Fund. It is not possible to place a dollar value on
information and services to be received from brokers and dealers, since it is
only supplementary to the research efforts of the Adviser and
-27-
<PAGE>
Sub-Adviser. The receipt of research information is not expected to reduce
significantly the expenses of the Adviser and Sub-Adviser. The research
information and statistical assistance furnished by brokers and dealers may
benefit the Life Company or other advisory clients of the Adviser, and,
conversely, brokerage commissions and spreads paid by other advisory clients of
the Adviser may result in research information and statistical assistance
beneficial to the Fund. Similarly, research information and assistance provided
to the Sub-Adviser by brokers and dealers may benefit other advisory clients or
affiliates of the Sub- Adviser, and, conversely, brokerage commissions and
spreads paid by other advisory clients of the Sub-Adviser may result in research
information and statistical assistance beneficial to the Fund. The Fund will
make no commitment to allocate portfolio transactions upon any prescribed basis.
While the Adviser, in conjunction with the Sub-Adviser, will be primarily
responsible for the allocation of the Fund's brokerage business, the policies
and practices of the Adviser in this regard must be consistent with the
foregoing and will at all times be subject to review by the Trustees. For the
years ended in May 31, 1995, 1994, and 1993, the Fund paid negotiated brokerage
commissions in the amount of $130,973, $58,663, and $7,354, respectively.
As permitted by Section 28(e) of the Securities Exchange Act of 1934, the
Fund may pay to a broker which provides brokerage and research services to the
Fund an amount of disclosed commission in excess of the commission which another
broker would have charged for effecting that transaction. This practice is
subject to a good faith determination by the Trustees that such price is
reasonable in light of the services provided and to such policies as the
Trustees may adopt from time to time. During the fiscal year ended May 31, 1995,
the Fund directed no commissions to compensate brokers for research services
such as industry, economic and company reviews and evaluations of securities.
The Adviser's indirect parent, the Life Company, is the indirect sole
shareholder of Tucker Anthony Incorporated, John Hancock Distributors, Inc., and
Sutro & Company, Inc. all of which are broker-dealers ("Affiliated Brokers").
Pursuant to procedures adopted by the Trustees consistent with the above policy
of obtaining best net results, the Fund may execute portfolio transactions with
or through Affiliated Brokers. During the year ended May 31, 1995, the Fund did
not execute any portfolio transactions with Affiliated Brokers.
Any of the Affiliated Brokers may act as broker for the Fund on exchange
transactions, subject, however, to the general policy of the Fund set forth
above and the procedures adopted by the Trustees pursuant to the Investment
Company Act. Commissions paid to an Affiliated Broker must be at least as
favorable as those which the Trustees believe to be contemporaneously charged by
other brokers in connection with comparable transactions involving similar
securities being purchased or sold. A transaction would not be placed with an
Affiliated Broker if the Fund would have to pay a commission rate less favorable
than the Affiliated Broker's contemporaneous charges for comparable transactions
for its other most favored, but unaffiliated, customers except for accounts for
which the Affiliated Broker acts as clearing broker for another brokerage firm,
and any customers of the Affiliated Broker not comparable to the Fund as
determined by a majority of the Trustees who are not interested persons (as
defined in the Investment Company Act)
-28-
<PAGE>
of the Fund, the Adviser, the Sub-Adviser or the Affiliated Broker. Because
the Adviser, which is affiliated with the Affiliated Brokers, and the
Sub-Adviser have, as investment advisers to the Fund, the obligation to provide
investment management services, which includes elements of research and related
investment skills, such research and related skills will not be used by the
Affiliated Broker as a basis for negotiating commissions at a rate higher than
that determined in accordance with the above criteria. The Fund will not effect
principal transactions with Affiliated Brokers.
Brokerage or other transactions costs of the Fund are generally
commensurate with the rate of portfolio activity. The portfolio turnover rates
for the Fund for the fiscal years ended May 31, 1995 and 1994 were 71% and 43%
respectively.
TRANSFER AGENT SERVICES
John Hancock Investor Services Corporation, P.O. Box 9116, Boston,
Massachusetts 02205-9116, a wholly-owned indirect subsidiary of the Life
Company, is the transfer and dividend paying agent for the Fund. The Fund pays
Fund Services an annual fee of $16.00 per shareholder account for Class A shares
and $18.50 per shareholder account for Class B shares, plus certain
out-of-pocket expenses.
CUSTODY OF PORTFOLIO
Portfolio securities of the Fund are held pursuant to a custodian agreement
between the Fund and Investors Bank & Trust Company, 24 Federal Street, Boston,
Massachusetts 02110. Under the custodian agreement, Investors Bank & Trust
Company performs custody, portfolio and fund accounting services.
INDEPENDENT AUDITORS
The independent accountants of the Fund are _________________________.
_________________________ audits and renders an opinion on the Fund's annual
financial statements and reviews the Fund's annual Federal income tax return.
-29-
<PAGE>
PART C.
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements included in the Registration Statement:
John Hancock Strategic Series
John Hancock Strategic Income Fund
Not Applicable
John Hancock Independence Diversified Core Equity Fund
Not Applicable
John Hancock Utilities Fund
Not Applicable
(b) Exhibits:
The exhibits to this Registration Statement are listed in the Exhibit
Index hereto and are incorporated herein by reference.
Item 25. Persons Controlled by or under Common Control with Registrant
No person is directly or indirectly controlled by or under common control
with Registrant.
Item 26. Number of Holders of Securities
As of June 9, 1995 the number of record holders of shares of Registrant was
as follows:
<TABLE>
<CAPTION>
Series Title of Class Number of Record Holders
<S> <C> <C>
John Hancock Strategic Income Fund Class A Shares 22,366
Class B Shares 6,470
John Hancock Independence Diversified Core
Equity Fund 190
John Hancock Utilities Fund Class A Shares 2,047
Class B Shares 3,831
</TABLE>
C-1
<PAGE>
Item 27. Indemnification
(a) Indemnification provisions relating to the Registrant's Trustees,
officers, employees and agents is set forth in Article VII of the
Registrant's By Laws included as Exhibit 2 herein.
(b) Under Section 12 of the Distribution Agreement, John Hancock
Funds, Inc. ("John Hancock Funds") has agreed to indemnify the Registrant
and its Trustees, officers and controlling persons against claims arising
out of certain acts and statements of John Hancock Funds.
Section 9(a) of the By-Laws of John Hancock Mutual Life Insurance
Company ("the Insurance Company") provides, in effect, that the Insurance
Company will, subject to limitations of law, indemnify each present and
former director, officer and employee of the Insurance Company who serves
as a Trustee or officer of the Registrant at the direction or request of
the Insurance Company against litigation expenses and liabilities incurred
while acting as such, except that such indemnification does not cover any
expense or liability incurred or imposed in connection with any matter as
to which such person shall be finally adjudicated not to have acted in good
faith in the reasonable belief that his action was in the best interests of
the Insurance Company. In addition, no such person will be indemnified by
the Insurance Company in respect of any liability or expense incurred in
connection with any matter settled without final adjudication unless such
settlement shall have been approved as in the best interests of the
Insurance Company either by vote of the Board of Directors at a meeting
composed of directors who have no interest in the outcome of such vote, or
by vote of the policyholders. The Insurance Company may pay expenses
incurred in defending an action or claim in advance of its final
disposition, but only upon receipt of an undertaking by the person
indemnified to repay such payment if he should be determined not to be
entitled to indemnification.
Article IX of the respective By-Laws of John Hancock Funds and John
Hancock Advisers, Inc.("the Adviser") provide as follows:
"Section 9.01. Indemnity: Any person made or threatened to be made a party
to any action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was at any time since
the inception of the Corporation a director, officer, employee or agent of
the Corporation or is or was at any time since the inception of the
Corporation serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall be indemnified by the Corporation
against expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and the
liability was not incurred by reason of gross negligence or reckless
disregard of the duties involved in the conduct of his office, and expenses
in connection therewith may be advanced by the Corporation, all to the full
extent authorized by the law."
"Section 9.02. Not Exclusive; Survival of Rights: The indemnification
provided by Section 9.01 shall not be deemed exclusive of any other right to
which those indemnified may be entitled, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a person."
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<PAGE>
Insofar as indemnification for liabilities under the Securities Act of 1933 (the
"Act") may be permitted to Trustees, officers and controlling persons of the
Registrant pursuant to the Registrant's Declaration of Trust and By-Laws of John
Hancock Funds, the Adviser, or the Insurance Company or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
Item 28. Business and Other Connections of Investment Advisers
For information as to the business, profession, vocation or employment of a
substantial nature of each of the officers and Directors of the Adviser,
reference is made to Form ADV (801-8124) filed under the Investment Advisers Act
of 1940, which is incorporated herein by reference.
For information as to the business, profession, vocation or employment of a
substantial nature of each of the officers and Directors of Independence
Investment Associates, Inc., reference is made to Form ADV (801-18048)
filed under the Investment Advisers Act of 1940, which is incorporated herein
by reference.
Item 29. Principal Underwriters
(a) John Hancock Funds acts as principal underwriter for the Registrant and also
serves as principal underwriter or distributor of shares for John Hancock Cash
Reserve, Inc., John Hancock Bond Fund, John Hancock Capital Growth Fund, John
Hancock Current Interest, John Hancock Series, Inc., John Hancock Tax-Free Bond
Fund, John Hancock California Tax-Free Income Fund, John Hancock Capital Series,
John Hancock Limited Term Government Fund, John Hancock Tax-Exempt Income Fund,
John Hancock Sovereign Investors Fund, Inc., John Hancock Cash Management Fund,
John Hancock Special Equities Fund, John Hancock Sovereign Bond Fund, John
Hancock Tax-Exempt Series, John Hancock Technology Series, Inc., John Hancock
World Fund, John Hancock Investment Trust, John Hancock Institutional Series
Trust, Freedom Investment Trust, Freedom Investment Trust II and Freedom
Investment Trust III.
(b) The following table lists, for each director and officer of John Hancock
Funds, the information indicated.
C-3
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
<S> <C> <C>
Edward J. Boudreau, Jr. Chairman Chairman
101 Huntington Avenue
Boston, Massachusetts
Robert H. Watts Director and Senior None
John Hancock Place Vice President
P.O. Box 111
Boston, Massachusetts
C. Troy Shaver, Jr. President, Chief None
101 Huntington Avenue Executive Officer and
Boston, Massachusetts Director
Robert G. Freedman Director Vice Chairman, Chief
101 Huntington Avenue Investment Officer
Boston, Massachusetts
Stephen M. Blair Executive Vice President- None
101 Huntington Avenue Sales
Boston, Massachusetts
Thomas H. Drohan Senior Vice President Senior Vice President and
101 Huntington Avenue Secretary
Boston, Massachusetts
James W. McLaughlin Senior Vice President None
101 Huntington Avenue and
Boston, Massachusetts Chief Financial Officer
David A. King Senior Vice President None
101 Huntington Avenue
Boston, Massachusetts
James B. Little Senior Vice President Senior Vice President and
101 Huntington Avenue Chief Financial Officer
Boston, Massachusetts
C-4
<PAGE>
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
William S. Nichols Senior Vice President None
101 Huntington Avenue
Boston, Massachusetts
John A. Morin Vice President Vice President
101 Huntington Avenue
Boston, Massachusetts
Susan S. Newton Vice President and Secretary Vice President,
101 Huntington Avenue Assistant Secretary
Boston, Massachusetts and Compliance Officer
Christopher M. Meyer Treasurer None
101 Huntington Avenue
Boston, Massachusetts
Stephen L. Brown Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
Thomas E. Moloney Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
Jeanne M. Livermore Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
Richard S. Scipione Director Trustee
John Hancock Place
P.O. Box 111
Boston, Massachusetts
John Goldsmith Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
C-5
<PAGE>
Richard O. Hansen Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
John M. DeCiccio Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
Foster Aborn Director None
John Hancock Place
P.O. Box 111
Boston, Massachusetts
Michael T. Carpenter Senior Vice President None
1000 Louisiana Street
Houston, Texas
William C. Fletcher Director None
53 State Street
Boston, Massachusetts
James V. Bowhers Executive Vice President None
101 Huntington Avenue
Boston, Massachusetts
</TABLE>
(c) None.
Item 30. Location of Accounts and Records
The Registrant maintains the records required to be maintained by it
under Rules 31a-1(a), 31a-l(b), and 31a-2(a) under the Investment
Company Act of 1940 at its principal executive offices at 101
Huntington Avenue, Boston Massachusetts 02199-7603. Certain records,
including records relating to Registrant's shareholders and the
physical possession of its securities, may be maintained pursuant to
Rule 31a-3 at the main offices of Registrant's Transfer Agent and
Custodian.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) Not applicable
(b) Not applicable
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<PAGE>
(c) Registrant hereby undertakes to furnish each person to whom a prospectus
with respect to a series of the Registrant is delivered with a copy of the
latest annual report to shareholders with respect to that series upon
request and without charge.
(d) Registrant undertakes to comply with Section 16(c) of the Investment
Company Act of 1940, as amended which relates to the assistance to be
rendered to shareholders by the Trustees of the Registrant in calling a
meeting of shareholders for the purpose of voting upon the question of the
removal of a trustee.
C-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Boston, and the Commonwealth of Massachusetts on the
29th day of June, 1995.
JOHN HANCOCK STRATEGIC SERIES
By:/s/Edward J. Boudreau, Jr.
--------------------------
Edward J. Boudreau, Jr.
Chairman
Pursuant to the requirments of the Securities Act of 1933,the
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/Edward J. Boudreau, Jr.
- ------------------------- Chairman
Edward J. Boudreau, Jr. (Principal Executive Officer)
/s/James B. Little
- ------------------------- Senior Vice President and Chief June 29, 1995
James B. Little Financial Officer (Principal
Financial and Accounting Officer)
Dennis S. Aronowitz*
- ------------------------- Trustee
Dennis S. Aronowitz
Richard P. Chapman, Jr.*
- ------------------------- Trustee
Richard P. Chapman, Jr.
William J. Cosgrove*
- ------------------------- Trustee
William J. Cosgrove
Gail D. Fosler*
- ------------------------- Trustee
Gail D. Fosler
Bayard Henry*
- ------------------------- Trustee
Bayard Henry
Richard S. Scipione*
- ------------------------- Trustee
Richard S. Scipione
Edward J. Spellman*
- ------------------------- Trustee
Edward J. Spellman
*By: /s/Thomas H. Drohan June 29, 1995
--------------------
Thomas H. Drohan
(Attorney-in-Fact)
</TABLE>
C-8
<PAGE>
John Hancock Strategic Series
EXHIBIT INDEX
Exhibit No. Exhibit Description
99.B1 Amended and Restated Declaration of Trust of Registrant
dated September 21, 1993
99.B1.1 Instrument Establishing and Designating John Hancock Utilities Fund
as an Additional Series at the Registrant and Establishing and
Designating Class A and Class B Shares of such Series dated
January 31, 1994.
99.B1.2 Instrument Establishing and Designating Class A and Class B Shares
of John Hancock Independence Diversified Core Equity Fund dated
May 1, 1995.
99.B1.3 Amendment to Declaration of Trust dated September 7, 1993.
99.B2 Amended and Restated By-Laws of Registrant as adopted on
December 8, 1993.
99.B2.1 Amendment to By-Laws dated December 13, 1994.
99.B4 Specimen share certificate for the Registrant.
99.B5 Investment Management Contract between John Hancock Strategic Income
Fund and John Hancock Advisers, Inc. dated January 1, 1994.
99.B5.1 Investment Management Contract between John Hancock Utilities Fund
and John Hancock Advisers, Inc. dated February 1, 1994.
99.B5.2 Form of Investment Management Contract between John Hancock
Independence Diversified Core Equity Fund and John Hancock Advisers,
Inc.
99.B5.3 Form of Sub-Investment Management Contract among John Hancock
Independence Diversified Core Equity Fund, John Hancock Advisers,
Inc. and Independence Investment Associates, Inc.
99.B6 Distribution Agreement between Registrant and John Hancock Funds,
Inc. (formerly named John Hancock Broker Distribution Services,
Inc.) dated August 1, 1991.
99.B6.1 Amendment to Distribution Agreement between Registrant and John
Hancock Funds, Inc. dated February 1, 1994.
99.B6.2 Form of Soliciting Dealer Agreement between John Hancock Funds, Inc.
and Selected Dealers.
99.B6.3 Form of Financial Institution Sales and Service Agreement between
John Hancock Funds, Inc. and Selected Financial Institutions.
99.B7 None
99.B8 Master Custodian Agreement between John Hancock Mutual Funds
(including Registrant) and Investors Bank & Trust Company dated
December 15, 1992.
99.B9 Transfer Agency and Service Agreement between Registrant and John
Hancock Investor Service Corporation (formerly named John Hancock
Fund Services, Inc.) dated January 1, 1991.
99.B9.1 Amendment to Transfer Agency and Service Agreement
99.B10 None
99.B11 None
99.B12 None
99.B13 None
99.B14 None
99.B15 Class A Distribution Plan between John Hancock Strategic Income Fund
and John Hancock Funds, Inc.
99.B15.1 Class B Distribution Plan between John Hancock Strategic Income and
John Hancock Funds, Inc.
99.B15.2 Class A Distribution Plan between John Hancock Utilities Fund and
John Hancock Funds, Inc.
99.B15.3 Class B Distribution Plan between John Hancock Utilities Fund and
John Hancock Funds, Inc.
99.B15.4 Class A Distribution Plan between John Hancock Independence
Diversified Core Equity Fund and John Hancock Funds, Inc.
99.B15.5 Class B Distribution Plan John Hancock Independence Diversified Core
Equity Fund and John Hancock Funds, Inc.
99.B16 Schedule for Computation of Yield and Total Return.
99.B17 Powers of Attorney dated May 5, 1987, June 24, 1986, November 15,
1988, October 23, 1990, October 15, 1991 and January 1, 1994.
99.27.1A None
99.27.1B None
99.27.2A None
99.27.2B None
99.27.3 None
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
JOHN HANCOCK STRATEGIC SERIES
DECLARATION OF TRUST made this 21st day of September, 1993 by the
undersigned (together with all other persons from time to time duly elected,
qualified and serving as Trustees in accordance with the provisions of
Article II hereof, the "Trustees");
WHEREAS, pursuant to a Declaration of Trust dated April 16, 1986, the
Trustees established a trust for the investment and reinvestment of funds
contributed thereto;
WHEREAS, said Declaration of Trust provides that the beneficial
interest in the trust assets be divided into transferable shares of
beneficial interest;
WHEREAS, said Declaration of Trust provides that all money and property
contributed to the trust established thereunder shall be held and managed in
trust for the benefit of the holders, from time to time, of the shares of
beneficial interest issued thereunder and subject to the provisions thereof;
and
WHEREAS, the Trustees desire to amend and restate said Declaration of
Trust in its entirety, as hereinafter provided;
NOW, THEREFORE, the undersigned, being a majority of the Trustees of
the Trust, hereby amend and restate said Declaration of Trust in its
entirety, as follows:
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. Name. The name of the trust created hereby is "John
Hancock Strategic Series" (the "Trust").
Section 1.2. Definitions. Wherever they are used herein, the
following terms have the following respective meanings:
(a) "Administrator" means the party, other than the Trust, to the
contract described in Section 3.3 hereof.
(b) "By-laws" means the By-laws of the Trust referred to in Section
2.8 hereof, as from time to time amended.
(c) "Class" means any division of shares within a Series, which Class
is or has been established within such Series in accordance with the
provisions of Article V hereof.
(d) The terms "Commission" and "Interested Person" have the meanings
given them in the 1940 Act. Except as such term may be otherwise defined by
the Trustees in conjunction with the establishment of any Series or Class of
Shares, the term "vote of a majority of the Shares outstanding and entitled
to vote" shall have the same meaning as is assigned to the term "vote of a
majority of the outstanding voting securities" in the 1940 Act.
(e) "Custodian" means any Person other than the Trust who has custody
of any Trust Property as required by Section 17(f) of the 1940 Act, but does
not include a system for the central handling of securities described in said
Section 17(f).
(f) "Declaration" means this Declaration of Trust as amended from
time to time. Reference in this Declaration of Trust to "Declaration,"
"hereof," "herein," or "hereunder" shall be deemed to refer to this
Declaration rather than exclusively to the article or section in which any
such word appears.
(g) "Distributor" means the party, other than the Trust, to the
contract described in Section 3.1 hereof.
(h) "Fund" or "Funds," individually or collectively, means the
separate Series of Shares of the Trust, together with the assets and
liabilities assigned thereto.
(i) "Fundamental Restrictions" means the investment restrictions set
forth in the Prospectus and designated as fundamental restrictions therein.
(j) "His" shall include the feminine and neuter, as well as the
masculine, genders.
(k) "Investment Adviser" means the party, other than the Trust, to
the contract described in Section 3.2 hereof.
(l) The "1940 Act" means the Investment Company Act of 1940, as
amended from time to time.
(m) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities,
whether or not legal entities, and governments and agencies and political
subdivisions thereof.
(n) "Prospectus" means the Prospectus and Statement of Additional
Information included in the Registration Statement of the Trust under the
Securities Act of 1933, as amended, as such Prospectus and Statement of
Additional Information may be amended or supplemented and filed with the
Commission from time to time.
(o) "Series" individually or collectively means the separately
managed component(s) of the Trust (or, if the Trust shall have only one such
component, then that one) as may be established and designated from time to
time by the Trustees pursuant to Section 5.11 hereof.
(p) "Shareholder" means a record owner of Outstanding Shares.
(q) "Shares" means the equal proportionate units of interest into
which the beneficial interest in the Trust shall be divided from time to
time, including the Shares of any and all Series or of any Class within any
Series (as the context may require) which may be established by the Trustees,
and includes fractions of Shares as well as whole Shares. "Outstanding
Shares" means those Shares shown from time to time on the books of the Trust
or its Transfer Agent as then issued and outstanding, but shall not include
Shares which have been redeemed or repurchased by the Trust and which are at
the time held in the treasury of the Trust.
(r) "Transfer Agent" means any Person other than the Trust who
maintains the Shareholder records of the Trust, such as the list of
Shareholders, the number of Shares credited to each account, and the like.
(s) "Trust" means John Hancock Strategic Series.
(t) The "Trustees" means the persons who have signed this
Declaration, so long as they shall continue in office in accordance with the
terms hereof, and all other persons who now serve or may from time to time be
duly elected, qualified and serving as trustees of the Trust in accordance
with the provisions of Article II hereof, and reference herein to a Trustee
or the Trustees shall refer to such person or persons in this capacity or
their capacities as Trustees hereunder.
(u) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or the Trustees, including any and all assets of or allocated to any
Series or Class, as the context may require.
ARTICLE II
TRUSTEES
Section 2.1. General Powers. The Trustees shall have exclusive and
absolute control over the Trust Property and over the business of the Trust
to the same extent as if the Trustees were the sole owners of the Trust
Property and business in their own right, but with such powers of delegation
as may be permitted by this Declaration. The Trustees shall have power to
conduct the business of the Trust and carry on its operations in any and all
of its branches and maintain offices both within and without The Commonwealth
of Massachusetts, in any and all states of the United States of America, in
the District of Columbia, and in any and all commonwealths, territories,
dependencies, colonies, possessions, agencies or instrumentalities of the
United States of America and of foreign governments, and to do all such other
things and execute all such instruments as they deem necessary, proper or
desirable in order to promote the interests of the Trust although such things
are not herein specifically mentioned. Any determination as to what is in the
interests of the Trust made by the Trustees in good faith shall be
conclusive. In construing the provisions of this Declaration, the
presumption shall be in favor of a grant of power to the Trustees.
The enumeration of any specific power herein shall not be construed as
limiting the aforesaid powers. Such powers of the Trustees may be exercised
without order of or resort to any court.
Section 2.2. Investments. The Trustees shall have the power:
(a) To operate as and carry on the business of an investment company,
and to exercise all the powers necessary and appropriate to the conduct of
such operations.
(b) To invest in, hold for investment, or reinvest in, cash;
securities, including common, preferred and preference stocks; warrants;
subscription rights; profit-sharing interests or participations and all other
contracts for or evidences of equity interests; bonds, debentures, bills,
time notes and all other evidences of indebtedness; negotiable or
non-negotiable instruments; government securities, including securities of
any state, municipality or other political subdivision, or any governmental
or quasi-governmental agency or instrumentality; and money market instruments
including bank certificates of deposit, finance paper, commercial paper,
bankers' acceptances and all kinds of repurchase agreements, of any
corporation, company, trust, association, firm or other business organization
however established, and of any country, state, municipality or other
political subdivision, or any governmental or quasi-governmental agency or
instrumentality; and the Trustees shall be deemed to have the foregoing
powers with respect to any additional securities in which the Trust may
invest should the Fundamental Restrictions be amended.
(c) To acquire (by purchase, subscription or otherwise), to hold, to
trade in and deal in, to acquire any rights or options to purchase or sell,
to sell or otherwise dispose of, to lend and to pledge any such securities,
to enter into repurchase agreements, reverse repurchase agreements, firm
commitment agreements, and forward foreign currency exchange contracts, to
purchase and sell options on securities, indices, currency or other financial
assets, futures contracts and options on futures contracts of all
descriptions and to engage in all types of hedging and risk management
transactions.
(d) To exercise all rights, powers and privileges of ownership or
interest in all securities and repurchase agreements included in the Trust
Property, including the right to vote thereon and otherwise act with respect
thereto and to do all acts for the preservation, protection, improvement and
enhancement in value of all such securities and repurchase agreements.
(e) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, develop and dispose of (by sale or otherwise) any property, real or
personal, including cash or foreign currency, and any interest therein.
(f) To borrow money and in this connection issue notes or other
evidences of indebtedness; to secure borrowings by mortgaging, pledging or
otherwise subjecting as security the Trust Property; and to endorse,
guarantee, or undertake the performance of any obligation or engagement of
any other Person and to lend Trust Property.
(g) To aid by further investment any corporation, company, trust,
association or firm, any obligation of or interest in which is included in
the Trust Property or in the affairs of which the Trustees have any direct or
indirect interest; to do all acts and things designed to protect, preserve,
improve or enhance the value of such obligation or interest; and to guarantee
or become surety on any or all of the contracts, stocks, bonds, notes,
debentures and other obligations of any such corporation, company, trust,
association or firm.
(h) To enter into a plan of distribution and any related agreements
whereby the Trust may finance directly or indirectly any activity which is
primarily intended to result in sales of the Shares.
(i) To adopt on behalf of the Trust or any Series thereof an
alternative purchase plan providing for the issuance of multiple Classes of
Shares (as authorized herein at Section 5.11).
(j) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the attainment of
any object or the furtherance of any power hereinbefore set forth, either
alone or in association with others, and to do every other act or thing
incidental or appurtenant to or arising out of or connected with the
aforesaid business or purposes, objects or powers.
The foregoing clauses shall be construed both as objects and powers,
and the foregoing enumeration of specific powers shall not be held to limit
or restrict in any manner the general powers of the Trustees.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust, nor shall the Trustees be
limited by any law limiting the investments which may be made by fiduciaries.
Section 2.3. Legal Title. Legal title to all the Trust Property shall
be vested in the Trustees as joint tenants except that the Trustees shall
have power to cause legal title to any Trust Property to be held by or in the
name of one or more of the Trustees, or in the name of the Trust or any
Series of the Trust, or in the name of any other Person as nominee, on such
terms as the Trustees may determine; provided, that the interest of the Trust
therein is deemed appropriately protected. The right, title and interest of
the Trustees in the Trust Property shall vest automatically in each Person
who may hereafter become a Trustee. Upon the termination of the term of
office, resignation, removal or death of a Trustee he shall automatically
cease to have any right, title or interest in any of the Trust Property, and
the right, title and interest of such Trustee in the Trust Property shall
vest automatically in the remaining Trustees. Such vesting and cessation of
title shall be effective whether or not conveyancing documents have been
executed and delivered.
Section 2.4. Issuance and Repurchase of Shares. The Trustees shall
have the power to issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares
and, subject to the provisions set forth in Articles VI and VII and Section
5.11 hereof, to apply to any such repurchase, redemption, retirement,
cancellation or acquisition of Shares any funds or property of the Trust,
whether capital or surplus or otherwise, to the full extent now or hereafter
permitted by the laws of The Commonwealth of Massachusetts governing business
corporations.
Section 2.5. Delegation; Committees. The Trustees shall have power,
consistent with their continuing exclusive authority over the management of
the Trust and the Trust Property, to delegate from time to time to such of
their number or to officers, employees or agents of the Trust the doing of
such things and the execution of such instruments either in the name of the
Trust or any Series of the Trust or the names of the Trustees or otherwise as
the Trustees may deem expedient, to the same extent as such delegation is
permitted by the 1940 Act.
Section 2.6. Collection and Payment. Subject to Section 5.11 hereof,
the Trustees shall have power to collect all property due to the Trust; to
pay all claims, including taxes, against the Trust Property; to prosecute,
defend, compromise or abandon any claims relating to the Trust Property; to
foreclose any security interest securing any obligation, by virtue of which
any property is owed to the Trust; and to enter into releases, agreements and
other instruments.
Section 2.7. Expenses. Subject to Section 5.11 hereof, the Trustees
shall have the power to incur and pay any expenses which in the opinion of
the Trustees are necessary or incidental to carry out any of the purposes of
this Declaration, and to pay reasonable compensation from the funds of the
Trust to themselves as Trustees. The Trustees shall fix the compensation of
all officers and employees of the Trust and of the Trustees.
Section 2.8. Manner of Acting; By-laws. Except as otherwise provided
herein or in the By-laws, any action to be taken by the Trustees may be taken
by a majority of the Trustees present at a meeting of Trustees (a quorum
being present), including any meeting held by means of a conference telephone
circuit or similar communications equipment by means of which all persons
participating in the meeting can hear each other, or by written consents of a
majority of the entire number of Trustees then in office. The Trustees may
adopt By-laws not inconsistent with this Declaration to provide for the
conduct of the business of the Trust and may amend or repeal such By-laws to
the extent such power is not reserved to the Shareholders.
Notwithstanding the foregoing provisions of this Section 2.8 and in
addition to such provisions or any other provision of this Declaration or of
the By-laws, the Trustees may by resolution appoint a committee consisting of
less than the whole number of Trustees then in office, which committee may be
empowered to act for and bind the Trustees and the Trust, as if the acts of
such committee were the acts of all the Trustees then in office, with respect
to the institution, prosecution, dismissal, settlement, review or
investigation of any action, suit or proceeding which shall be pending or
threatened to be brought before any court, administrative agency or other
adjudicatory body.
Section 2.9. Miscellaneous Powers. Subject to Section 5.11 hereof,
the Trustees shall have the power to: (a) employ or contract with such
Persons as the Trustees may deem desirable for the transaction of the
business of the Trust or any Series thereof; (b) enter into joint ventures,
partnerships and any other combinations or associations; (c) remove Trustees
or fill vacancies in or add to their number, elect and remove such officers
and appoint and terminate such agents or employees as they consider
appropriate, and appoint from their own number, and terminate, any one or
more committees which may exercise some or all of the power and authority of
the Trustees as the Trustees may determine; (d) purchase, and pay for out of
Trust Property or the Trust Property of the appropriate Series of the Trust,
insurance policies insuring the Shareholders, Trustees, officers, employees,
agents, investment advisers, administrators, distributors, selected dealers
or independent contractors of the Trust against all claims arising by reason
of holding any such position or by reason of any action taken or omitted by
any such Person in such capacity, whether or not constituting negligence, or
whether or not the Trust would have the power to indemnify such Person
against such liability; (e) establish pension, profit-sharing, Share
purchase, and other retirement, incentive and benefit plans for any Trustees,
officers, employees and agents of the Trust; (f) to the extent permitted by
law, indemnify any person with whom the Trust or any Series thereof has
dealings, including the Investment Adviser, Administrator, Distributor,
Transfer Agent and selected dealers, to such extent as the Trustees shall
determine; (g) guarantee indebtedness or contractual obligations of others;
(h) determine and change the fiscal year of the Trust or any Series thereof
and the method by which its accounts shall be kept; and (i) adopt a seal for
the Trust, but the absence of such seal shall not impair the validity of any
instrument executed on behalf of the Trust.
Section 2.10. Principal Transactions. Except in transactions not
permitted by the 1940 Act or rules and regulations adopted by the Commission,
the Trustees may, on behalf of the Trust, buy any securities from or sell any
securities to, or lend any assets of the Trust or any Series thereof to any
Trustee or officer of the Trust or any firm of which any such Trustee or
officer is a member acting as principal, or have any such dealings with the
Investment Adviser, Distributor or Transfer Agent or with any Interested
Person of such Person; and the Trust or a Series thereof may employ any such
Person, or firm or company in which such Person is an Interested Person, as
broker, legal counsel, registrar, transfer agent, dividend disbursing agent
or custodian upon customary terms.
Section 2.11. Litigation. The Trustees shall have the power to engage
in and to prosecute, defend, compromise, abandon, or adjust by arbitration,
or otherwise, any actions, suits, proceedings, disputes, claims, and demands
relating to the Trust, and out of the assets of the Trust or any Series
thereof to pay or to satisfy any debts, claims or expenses incurred in
connection therewith, including those of litigation, and such power shall
include without limitation the power of the Trustees or any appropriate
committee thereof, in the exercise of their or its good faith business
judgment, to dismiss any action, suit, proceeding, dispute, claim, or demand,
derivative or otherwise, brought by any person, including a Shareholder in
its own name or the name of the Trust, whether or not the Trust or any of the
Trustees may be named individually therein or the subject matter arises by
reason of business for or on behalf of the Trust.
Section 2.12. Number of Trustees. The number of Trustees shall be
such number as shall be fixed from time to time by a written instrument
signed by a majority of the Trustees, provided, however, that the number of
Trustees shall in no event be less than two (2) nor more than fifteen (15).
Section 2.13. Election and Term. Except for the Trustees named herein
or appointed to fill vacancies pursuant to Section 2.15 hereof, the Trustees
may succeed themselves and shall be elected by the Shareholders owning of
record a plurality of the Shares voting at a meeting of Shareholders on a
date fixed by the Trustees. Except in the event of resignations or removals
pursuant to Section 2.14 hereof, each Trustee shall hold office until such
time as less than a majority of the Trustees holding office have been elected
by Shareholders. In such event the Trustees then in office will call a
Shareholders' meeting for the election of Trustees. Except for the foregoing
circumstances, the Trustees shall continue to hold office and may appoint
successor Trustees.
Section 2.14. Resignation and Removal. Any Trustee may resign his
trust (without the need for any prior or subsequent accounting) by an
instrument in writing signed by him and delivered to the other Trustees and
such resignation shall be effective upon such delivery, or at a later date
according to the terms of the instrument. Any of the Trustees may be removed
(provided the aggregate number of Trustees after such removal shall not be
less than two) with cause, by the action of two-thirds of the remaining
Trustees or by action of two-thirds of the outstanding Shares of the Trust
(for purposes of determining the circumstances and procedures under which any
such removal by the Shareholders may take place, the provisions of Section
16(c) of the 1940 Act shall be applicable to the same extent as if the Trust
were subject to the provisions of that Section). Upon the resignation or
removal of a Trustee, or his otherwise ceasing to be a Trustee, he shall
execute and deliver such documents as the remaining Trustees shall require
for the purpose of conveying to the Trust or the remaining Trustees any Trust
Property held in the name of the resigning or removed Trustee. Upon the
incapacity or death of any Trustee, his legal representative shall execute
and deliver on his behalf such documents as the remaining Trustees shall
require as provided in the preceding sentence.
Section 2.15. Vacancies. The term of office of a Trustee shall
terminate and a vacancy shall occur in the event of his death, retirement,
resignation, removal, bankruptcy, adjudicated incompetence or other
incapacity to perform the duties of the office of a Trustee. No such vacancy
shall operate to annul the Declaration or to revoke any existing agency
created pursuant to the terms of the Declaration. In the case of an existing
vacancy, including a vacancy existing by reason of an increase in the number
of Trustees, subject to the provisions of Section 16(a) of the 1940 Act, the
remaining Trustees shall fill such vacancy by the appointment of such other
person as they in their discretion shall see fit, made by a written
instrument signed by a majority of the Trustees then in office. Any such
appointment shall not become effective, however, until the person named in
the written instrument of appointment shall have accepted in writing such
appointment and agreed in writing to be bound by the terms of the
Declaration. An appointment of a Trustee may be made in anticipation of a
vacancy to occur at a later date by reason of retirement, resignation or
increase in the number of Trustees, provided that such appointment shall not
become effective prior to such retirement, resignation or increase in the
number of Trustees. Whenever a vacancy in the number of Trustees shall
occur, until such vacancy is filled as provided in this Section 2.15, the
Trustees in office, regardless of their number, shall have all the powers
granted to the Trustees and shall discharge all the duties imposed upon the
Trustees by the Declaration. A written instrument certifying the existence
of such vacancy signed by a majority of the Trustees in office shall be
conclusive evidence of the existence of such vacancy.
Section 2.16. Delegation of Power to Other Trustees. Any Trustee may,
by power of attorney, delegate his power for a period not exceeding six (6)
months at any one time to any other Trustee or Trustees; provided, that in no
case shall fewer than two (2) Trustees personally exercise the powers granted
to the Trustees under this Declaration except as herein otherwise expressly
provided.
ARTICLE III
CONTRACTS
Section 3.1. Distribution Contract. The Trustees may in their
discretion from time to time enter into an exclusive or non-exclusive
distribution contract or contracts providing for the sale of the Shares to
net the Trust or the applicable Series of the Trust not less than the amount
provided for in Section 7.1 of Article VII hereof, whereby the Trustees may
either agree to sell the Shares to the other party to the contract or appoint
such other party as their sales agent for the Shares, and in either case on
such terms and conditions, if any, as may be prescribed in the By-Laws, and
such further terms and conditions as the Trustees may in their discretion
determine not inconsistent with the provisions of this Article III or of the
By-Laws; and such contract may also provide for the repurchase of the Shares
by such other party as agent of the Trustees.
Section 3.2. Advisory or Management Contract. Subject to approval by
a vote of a majority of the Shares outstanding and entitled to vote, the
Trustees may in their discretion from time to time enter into one or more
investment advisory or management contracts or, if the Trustees establish
multiple Series, separate investment advisory or management contracts with
respect to one or more Series whereby the other party or parties to any such
contracts shall undertake to furnish the Trust or such Series management,
investment advisory, administration, accounting, legal, statistical and
research facilities and services, promotional or marketing activities, and
such other facilities and services, if any, as the Trustees shall from time
to time consider desirable and all upon such terms and conditions as the
Trustees may in their discretion determine. Notwithstanding any provisions
of the Declaration, the Trustees may authorize the Investment Advisers, or
any of them, under any such contracts (subject to such general or specific
instructions as the Trustees may from time to time adopt) to effect
purchases, sales, loans or exchanges of portfolio securities and other
investments of the Trust on behalf of the Trustees or may authorize any
officer, employee or Trustee to effect such purchases, sales, loans or
exchanges pursuant to recommendations of such Investment Advisers, or any of
them (and all without further action by the Trustees). Any such purchases,
sales, loans and exchanges shall be deemed to have been authorized by all of
the Trustees. The Trustees may, in their sole discretion, call a meeting of
Shareholders in order to submit to a vote of Shareholders at such meeting the
approval or continuance of any such investment advisory or management
contract. If the Shareholders of any one or more of the Series of the Trust
should fail to approve any such investment advisory or management contract,
the Investment Adviser may nonetheless serve as Investment Adviser with
respect to any Series whose Shareholders approve such contract.
Section 3.3. Administration Agreement. The Trustees may in their
discretion from time to time enter into an administration agreement or, if
the Trustees establish multiple Series or Classes, separate administration
agreements with respect to each Series or Class, whereby the other party to
such agreement shall undertake to manage the business affairs of the Trust or
of a Series or Class thereof and furnish the Trust or a Series or Class
thereof with office facilities, and shall be responsible for the ordinary
clerical, bookkeeping and recordkeeping services at such office facilities,
and other facilities and services, if any, and all upon such terms and
conditions as the Trustees may in their discretion determine.
Section 3.4. Service Agreement. The Trustees may in their discretion
from time to time enter into Service Agreements with respect to one or more
Series or Classes of Shares whereby the other parties to such Service
Agreements will provide administration and/or support services pursuant to
administration plans and service plans, and all upon such terms and
conditions as the Trustees in their discretion may determine.
Section 3.5. Transfer Agent. The Trustees may in their discretion
from time to time enter into a transfer agency and shareholder service
contract whereby the other party to such contract shall undertake to furnish
transfer agency and shareholder services to the Trust. The contract shall
have such terms and conditions as the Trustees may in their discretion
determine not inconsistent with the Declaration. Such services may be
provided by one or more Persons.
Section 3.6. Custodian. The Trustees may appoint or otherwise engage
one or more banks or trust companies, each having an aggregate capital,
surplus and undivided profits (as shown in its last published report) of at
least two million dollars ($2,000,000) to serve as Custodian with authority
as its agent, but subject to such restrictions, limitations and other
requirements, if any, as may be contained in the By-laws of the Trust. The
Trustees may also authorize the Custodian to employ one or more
sub-custodians, including such foreign banks and securities depositories as
meet the requirements of applicable provisions of the 1940 Act, and upon such
terms and conditions as may be agreed upon between the Custodian and such
sub-custodian, to hold securities and other assets of the Trust and to
perform the acts and services of the Custodian, subject to applicable
provisions of law and resolutions adopted by the Trustees.
Section 3.7. Affiliations of Trustees or Officers, Etc. The fact that:
(i)any of the Shareholders, Trustees or officers of the Trust or any
Series thereof is a shareholder, director, officer, partner, trustee,
employee, manager, adviser or distributor of or for any partnership,
corporation, trust, association or other organization or of or for any parent
or affiliate of any organization, with which a contract of the character
described in Sections 3.1, 3.2, 3.3 or 3.4 above or for services as Custodian,
Transfer Agent or disbursing agent or for related services may have been or
may hereafter be made, or that any such organization, or any parent or
affiliate thereof, is a Shareholder of or has an interest in the Trust, or
that
(ii)any partnership, corporation, trust, association or other
organization with which a contract of the character described in Sections 3.1,
3.2, 3.3 or 3.4 above or for services as Custodian, Transfer Agent or
disbursing agent or for related services may have been or may hereafter be
made also has any one or more of such contracts with one or more other
partnerships, corporations, trusts, associations or other organizations, or
has other business or interests, shall not affect the validity of any such
contract or disqualify any Shareholder, Trustee or officer of the Trust from
voting upon or executing the same or create any liability or accountability to
the Trust or its Shareholders.
Section 3.8. Compliance with 1940 Act. Any contract entered into
pursuant to Sections 3.1 or 3.2 shall be consistent with and subject to the
requirements of Section 15 of the 1940 Act (including any amendment thereof
or other applicable Act of Congress hereafter enacted), as modified by any
applicable order or orders of the Commission, with respect to its continuance
in effect, its termination and the method of authorization and approval of
such contract or renewal thereof.
ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS
Section 4.1. No Personal Liability of Shareholders, Trustees, Etc. No
Shareholder shall be subject to any personal liability whatsoever to any
Person in connection with Trust Property or the acts, obligations or affairs
of the Trust or any Series thereof. 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 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. If any Shareholder, Trustee, officer, employee, or
agent, as such, of the Trust or any Series thereof, is made a party to any
suit or proceeding to enforce any such liability of the Trust or any Series
thereof, he shall not, on account thereof, be held to any personal
liability. The Trust shall indemnify and hold each Shareholder harmless from
and against all claims and liabilities, to which such Shareholder may become
subject by reason of his being or having been a Shareholder, and shall
reimburse such Shareholder or former Shareholder (or his or her heirs,
executors, administrators or other legal representatives or in the case of a
corporation or other entity, its corporate or other general successor) out of
the Trust Property for all legal and other expenses reasonably incurred by
him in connection with any such claim or liability. The indemnification and
reimbursement required by the preceding sentence shall be made only out of
assets of the one or more Series whose Shares were held by said Shareholder
at the time the act or event occurred which gave rise to the claim against or
liability of said Shareholder. The rights accruing to a Shareholder under
this Section 4.1 shall not impair any other right to which such Shareholder
may be lawfully entitled, nor shall anything herein contained restrict the
right of the Trust or any Series thereof to indemnify or reimburse a
Shareholder in any appropriate situation even though not specifically
provided herein.
Section 4.2. Non-Liability of Trustees, Etc. No Trustee, officer,
employee or agent of the Trust or any Series thereof shall be liable to the
Trust, its Shareholders, or to any Shareholder, Trustee, officer, employee,
or agent thereof for any action or failure to act (including without
limitation the failure to compel in any way any former or acting Trustee to
redress any breach of trust) except for his own bad faith, willful
misfeasance, gross negligence or reckless disregard of the duties involved in
the conduct of his office.
Section 4.3. Mandatory Indemnification. (a) Subject to the exceptions
and limitations contained in paragraph (b) below:
(i)every person who is, or has been, a Trustee, officer, employee or
agent of the Trust (including any individual who serves at its request as
director, officer, partner, trustee or the like of another organization in
which it has any interest as a shareholder, creditor or otherwise) shall be
indemnified by the Trust, or by one or more Series thereof if the claim arises
from his or her conduct with respect to only such Series, to the fullest
extent permitted by law against all liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit
or proceeding in which he becomes involved as a party or otherwise by virtue
of his being or having been a Trustee or officer and against amounts paid or
incurred by him in the settlement thereof;
(ii)the words "claim," "action," "suit," or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal, or other,
including appeals), actual or threatened; and the words "liability" and
"expenses" shall include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Trustee or
officer:
(i)against any liability to the Trust, a Series thereof or the
Shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office;
(ii)with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief that his
action was in the best interest of the Trust or a Series thereof;
(iii)in the event of a settlement or other disposition not involving a
final adjudication as provided in paragraph (b)(ii) resulting in a payment by
a Trustee or officer, unless there has been a determination that such Trustee
or officer did not engage in willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his office:
(A) by the court or other body approving the settlement or other
disposition;
(B) based upon a review of readily available facts (as opposed to a
full trial-type inquiry) by (x) vote of a majority of the Non-interested
Trustees acting on the matter (provided that a majority of the Non-interested
Trustees then in office act on the matter) or (y) written opinion of
independent legal counsel; or
(C) a vote of a majority of the Shares outstanding and entitled to
vote (excluding Shares owned of record or beneficially by such individual).
(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not
affect any other rights to which any Trustee or officer may now or hereafter
be entitled, shall continue as to a person who has ceased to be such Trustee
or officer and shall inure to the benefit of the heirs, executors,
administrators and assigns of such a person. Nothing contained herein shall
affect any rights to indemnification to which personnel of the Trust or any
Series thereof other than Trustees and officers may be entitled by contract
or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any
claim, action, suit or proceeding of the character described in paragraph (a)
of this Section 4.3 may be advanced by the Trust or a Series thereof prior to
final disposition thereof upon receipt of an undertaking by or on behalf of
the recipient to repay such amount if it is ultimately determined that he is
not entitled to indemnification under this Section 4.3, provided that either:
(i)such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Trust or Series thereof
shall be insured against losses arising out of any such advances; or
(ii)a majority of the Non-interested Trustees acting on the matter
(provided that a majority of the Non-interested Trustees act on the matter) or
an independent legal counsel in a written opinion shall determine, based upon
a review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the recipient ultimately will be found
entitled to indemnification.
As used in this Section 4.3, a "Non-interested Trustee" is one who (i)
is not an Interested Person of the Trust (including anyone who has been
exempted from being an Interested Person by any rule, regulation or order of
the Commission), and (ii) is not involved in the claim, action, suit or
proceeding.
Section 4.4. No Bond Required of Trustees. No Trustee shall be
obligated to give any bond or other security for the performance of any of
his duties hereunder.
Section 4.5. No Duty of Investigation; Notice in Trust Instruments,
Etc. No purchaser, lender, transfer agent or other Person dealing with the
Trustees or any officer, employee or agent of the Trust or a Series thereof
shall be bound to make any inquiry concerning the validity of any transaction
purporting to be made by the Trustees or by said officer, employee or agent
or be liable for the application of money or property paid, loaned, or
delivered to or on the order of the Trustees or of said officer, employee or
agent. Every obligation, contract, instrument, certificate, Share, other
security of the Trust or a Series thereof or undertaking, and every other act
or thing whatsoever executed in connection with the Trust shall be
conclusively presumed to have been executed or done by the executors thereof
only in their capacity as Trustees under this Declaration or in their
capacity as officers, employees or agents of the Trust or a Series thereof.
Every written obligation, contract, instrument, certificate, Share, other
security of the Trust or a Series thereof or undertaking made or issued by
the Trustees may recite that the same is executed or made by them not
individually, but as Trustees under the Declaration, and that the obligations
of the Trust or a Series thereof under any such instrument are not binding
upon any of the Trustees or Shareholders individually, but bind only the
Trust Property or the Trust Property of the applicable Series, and may
contain any further recital which they may deem appropriate, but the omission
of such recital shall not operate to bind the Trustees or the Shareholders
individually. The Trustees shall at all times maintain insurance for the
protection of the Trust Property or the Trust Property of the applicable
Series, its Shareholders, Trustees, officers, employees and agents in such
amount as the Trustees shall deem adequate to cover possible tort liability,
and such other insurance as the Trustees in their sole judgment shall deem
advisable.
Section 4.6. Reliance on Experts, Etc. Each Trustee, officer or
employee of the Trust or a Series thereof shall, in the performance of his
duties, be fully and completely justified and protected with regard to any
act or any failure to act resulting from reliance in good faith upon the
books of account or other records of the Trust or a Series thereof, upon an
opinion of counsel, or upon reports made to the Trust or a Series thereof by
any of its officers or employees or by the Investment Adviser, the
Administrator, the Distributor, the Transfer Agent, selected dealers,
accountants, appraisers or other experts or consultants selected with
reasonable care by the Trustees, officers or employees of the Trust,
regardless of whether such counsel or expert may also be a Trustee.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
Section 5.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of beneficial interest
without par value. The number of such Shares of beneficial interest
authorized hereunder is unlimited. The Trustees shall have the exclusive
authority without the requirement of Shareholder approval to establish and
designate one or more Series of shares and one or more Classes thereof as the
Trustees deem necessary or desirable. Each Share of any Series shall
represent an equal proportionate Share in the assets of that Series with each
other Share in that Series. Subject to the provisions of Section 5.11
hereof, the Trustees may also authorize the creation of additional Series of
Shares (the proceeds of which may be invested in separate, independently
managed portfolios) and additional Classes of Shares within any Series. All
Shares issued hereunder including, without limitation, Shares issued in
connection with a dividend in Shares or a split in Shares, shall be fully
paid and nonassessable.
Section 5.2. Rights of Shareholders. The ownership of the Trust
Property of every description and the right to conduct any business
hereinbefore described are vested exclusively in the Trustees, and the
Shareholders shall have no interest therein other than the beneficial
interest conferred by their Shares, and they shall have no right to call for
any partition or division of any property, profits, rights or interests of
the Trust nor can they be called upon to share or assume any losses of the
Trust or suffer an assessment of any kind by virtue of their ownership of
Shares. The Shares shall be personal property giving only the rights
specifically set forth in this Declaration. The Shares shall not entitle the
holder to preference, preemptive, appraisal, conversion or exchange rights,
except as the Trustees may determine with respect to any Series or Class of
Shares.
Section 5.3. Trust Only. It is the intention of the Trustees to
create only the relationship of Trustee and beneficiary between the Trustees
and each Shareholder from time to time. It is not the intention of the
Trustees to create a general partnership, limited partnership, joint stock
association, corporation, bailment or any form of legal relationship other
than a trust. Nothing in this Declaration shall be construed to make the
Shareholders, either by themselves or with the Trustees, partners or members
of a joint stock association.
Section 5.4. Issuance of Shares. The Trustees in their discretion
may, from time to time without vote of the Shareholders, issue Shares, in
addition to the then issued and outstanding Shares and Shares held in the
treasury, to such party or parties and for such amount and type of
consideration, including cash or property, at such time or times and on such
terms as the Trustees may deem best, except that only Shares previously
contracted to be sold may be issued during any period when the right of
redemption is suspended pursuant to Section 6.8 hereof, and may in such
manner acquire other assets (including the acquisition of assets subject to,
and in connection with the assumption of, liabilities) and businesses. In
connection with any issuance of Shares, the Trustees may issue fractional
Shares and Shares held in the treasury. The Trustees may from time to time
divide or combine the Shares of the Trust or, if the Shares be divided into
Series or Classes, of any Series or any Class thereof of the Trust, into a
greater or lesser number without thereby changing the proportionate
beneficial interests in the Trust or in the Trust Property allocated or
belonging to such Series or Class. Contributions to the Trust or any Series
thereof may be accepted for, and Shares shall be redeemed as, whole Shares
and/or 1/1,000ths of a Share or integral multiples thereof.
Section 5.5. Register of Shares. A register shall be kept at the
principal office of the Trust or an office of the Transfer Agent which shall
contain the names and addresses of the Shareholders and the number of Shares
held by them respectively and a record of all transfers thereof. Such
register shall be conclusive as to who are the holders of the Shares and who
shall be entitled to receive dividends or distributions or otherwise to
exercise or enjoy the rights of Shareholders. No Shareholder shall be
entitled to receive payment of any dividend or distribution, nor to have
notice given to him as provided herein or in the By-laws, until he has given
his address to the Transfer Agent or such other officer or agent of the
Trustees as shall keep the said register for entry thereon. It is not
contemplated that certificates will be issued for the Shares; however, the
Trustees, in their discretion, may authorize the issuance of share
certificates and promulgate appropriate rules and regulations as to their use.
Section 5.6. Transfer of Shares. Shares shall be transferable on the
records of the Trust only by the record holder thereof or by his agent
thereunto duly authorized in writing, upon delivery to the Trustees or the
Transfer Agent of a duly executed instrument of transfer, together with such
evidence of the genuineness of each such execution and authorization and of
other matters as may reasonably be required. Upon such delivery the transfer
shall be recorded on the register of the Trust. Until such record is made,
the Shareholder of record shall be deemed to be the holder of such Shares for
all purposes hereunder and neither the Trustees nor any Transfer Agent or
registrar nor any officer, employee or agent of the Trust shall be affected
by any notice of the proposed transfer.
Any person becoming entitled to any Shares in consequence of the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of
law, shall be recorded on the register of Shares as the holder of such Shares
upon production of the proper evidence thereof to the Trustees or the
Transfer Agent, but until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes hereunder
and neither the Trustees nor any Transfer Agent or registrar nor any officer
or agent of the Trust shall be affected by any notice of such death,
bankruptcy or incompetence, or other operation of law.
Section 5.7. Notices. Any and all notices to which any Shareholder
may be entitled and any and all communications shall be deemed duly served or
given if mailed, postage prepaid, addressed to any Shareholder of record at
his last known address as recorded on the register of the Trust.
Section 5.8. Treasury Shares. Shares held in the treasury shall,
until resold pursuant to Section 5.4, not confer any voting rights on the
Trustees, nor shall such Shares be entitled to any dividends or other
distributions declared with respect to the Shares.
Section 5.9. Voting Powers. The Shareholders shall have power to vote
only (i) for the election of Trustees as provided in Section 2.13; (ii) with
respect to any investment advisory contract entered into pursuant to Section
3.2; (iii) with respect to termination of the Trust or a Series or Class
thereof as provided in Section 8.2; (iv) with respect to any amendment of
this Declaration to the limited extent provided in Section 8.3; (v) with
respect to any merger, consolidation or sale of assets as provided in Section
8.4; (vi) with respect to incorporation of the Trust to the extent and as
provided in Section 8.5; (vii) to the same extent as the stockholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should or should not be brought or maintained
derivatively or as a class action on behalf of the Trust or a Series thereof
or the Shareholders of either; (viii) with respect to any plan adopted
pursuant to Rule 12b-1 (or any successor rule) under the 1940 Act, and
related matters; and (ix) with respect to such additional matters relating to
the Trust as may be required by this Declaration, the By-laws or any
registration of the Trust as an investment company under the 1940 Act with
the Commission (or any successor agency) or as the Trustees may consider
necessary or desirable. Each whole Share shall be entitled to one vote as to
any matter on which it is entitled to vote and each fractional Share shall be
entitled to a proportionate fractional vote. On any matter submitted to a
vote of Shareholders, all Shares shall be voted by individual Series except
(1) when permitted by the 1940 Act, Shares shall be voted in the aggregate
and not by individual Series; and (2) when the Trustees have determined that
the matter affects only the interests of one or more Series or Classes
thereof, then only the Shareholders of such Series or Classes shall be
entitled to vote thereon. The Trustees may, in conjunction with the
establishment of any further Series or any Classes of Shares, establish
conditions under which the several Series or Classes of Shares shall have
separate voting rights or no voting rights. There shall be no cumulative
voting in the election of Trustees. Until Shares are issued, the Trustees
may exercise all rights of Shareholders and may take any action required by
law, this Declaration or the By-laws to be taken by Shareholders. The
By-laws may include further provisions for Shareholders' votes and meetings
and related matters.
Section 5.10. Meetings of Shareholders. No annual or regular meetings
of Shareholders are required. Special meetings of the Shareholders,
including meetings involving only the holders of Shares of one or more but
less than all Series or Classes thereof, may be called at any time by the
Chairman of the Board, the President, or any Vice-President of the Trust, and
shall be called by the President or the Secretary at the request, in writing
or by resolution, of a majority of the Trustees, or at the written request of
the holder or holders of ten percent (10%) or more of the total number of
Shares then issued and outstanding of the Trust entitled to vote at such
meeting. Meetings of the Shareholders of any Series or Class thereof shall
be called by the President or the Secretary at the written request of the
holder or holders of ten percent (10%) or more of the total number of Shares
then issued and outstanding of such Series or Class entitled to vote at such
meeting. Any such request shall state the purpose of the proposed meeting.
Section 5.11. Series or Class Designation. (a) Without limiting the
authority of the Trustees set forth in Section 5.1 to establish and designate
any further Series, it is hereby confirmed that the Trust consists of the
presently Outstanding Shares of two (2) Series: John Hancock Strategic
Income Fund and John Hancock Diversified Core Equity Fund (the "Existing
Series"), each of which consists of one Class of Shares.
(b) The Shares of the Existing Series and such Classes thereof herein
established and designated and any Shares of any further Series and Classes
thereof that may from time to time be established and designated by the
Trustees shall be established and designated, and the variations in the
relative rights and preferences as between the different Series and Classes
shall be fixed and determined, by the Trustees (unless the Trustees otherwise
determine with respect to further Series or Classes at the time of
establishing and designating the same); provided, that all Shares shall be
identical except that there may be variations so fixed and determined between
different Series or Classes thereof as to investment objective, policies and
restrictions, purchase price, payment obligations, distribution expenses,
right of redemption, special and relative rights as to dividends and on
liquidation, conversion rights, exchange rights, and conditions under which
the several Series or Classes shall have separate voting rights, all of which
are subject to the limitations set forth below. All references to Shares in
this Declaration shall be deemed to be Shares of any or all Series or Classes
as the context may require.
(c) As to any existing Series and Classes, both heretofore and herein
established and designated, and any further division of Shares of the Trust
into additional Series or Classes, the following provisions shall be
applicable:
(i)The number of authorized Shares and the number of Shares of each
Series or Class thereof that may be issued shall be unlimited. The Trustees
may classify or reclassify any unissued Shares or any Shares previously issued
and reacquired of any Series or Class into one or more Series or one or more
Classes that may be established and designated from time to time. The Trustees
may hold as treasury shares (of the same or some other Series or Class),
reissue for such consideration and on such terms as they may determine, or
cancel any Shares of any Series or Class reacquired by the Trust at their
discretion from time to time.
(ii)All consideration received by the Trust for the issue or sale of
Shares of a particular Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series for all purposes, subject only to the rights
of creditors of such Series and except as may otherwise be required by
applicable tax laws, and shall be so recorded upon the books of account of the
Trust. In the event that there are any assets, income, earnings, profits, and
proceeds thereof, funds, or payments which are not readily identifiable as
belonging to any particular Series, the Trustees shall allocate them among any
one or more of the Series established and designated from time to time in such
manner and on such basis as they, in their sole discretion, deem fair and
equitable. Each such allocation by the Trustees shall be conclusive and
binding upon the Shareholders of all Series for all purposes. No holder of
Shares of any Series shall have any claim on or right to any assets allocated
or belonging to any other Series.
(iii)The assets belonging to each particular Series shall be charged
with the liabilities of the Trust in respect of that Series or the appropriate
Class or Classes thereof and all expenses, costs, charges and reserves
attributable to that Series or Class or Classes thereof, and any general
liabilities, expenses, costs, charges or reserves of the Trust which are not
readily identifiable as belonging to any particular Series shall be allocated
and charged by the Trustees to and among any one or more of the Series
established and designated from time to time in such manner and on such basis
as the Trustees in their sole discretion deem fair and equitable. Each
allocation of liabilities, expenses, costs, charges and reserves by the
Trustees shall be conclusive and binding upon the Shareholders of all Series
and Classes for all purposes. The Trustees shall have full discretion, to the
extent not inconsistent with the 1940 Act, to determine which items are
capital; and each such determination and allocation shall be conclusive and
binding upon the Shareholders. The assets of a particular Series of the Trust
shall, under no circumstances, be charged with liabilities attributable to any
other Series or Class thereof of the Trust. All persons extending credit to,
or contracting with or having any claim against a particular Series of the
Trust shall look only to the assets of that particular Series for payment of
such credit, contract or claim.
(iv)The power of the Trustees to pay dividends and make distributions
shall be governed by Section 7.2 of this Declaration. Dividends and
distributions on Shares of a particular Series or Class may be paid with such
frequency as the Trustees may determine, which may be daily or otherwise,
pursuant to a standing resolution or resolutions adopted only once or with
such frequency as the Trustees may determine, to the holders of Shares of that
Series or Class, from such of the income and capital gains, accrued or
realized, from the assets belonging to that Series, as the Trustees may
determine, after providing for actual and accrued liabilities belonging to
that Series or Class. All dividends and distributions on Shares of a
particular Series or Class shall be distributed pro rata to the Shareholders
of that Series or Class in proportion to the number of Shares of that Series
or Class held by such Shareholders at the time of record established for the
payment of such dividends or distributions.
(v)Each Share of a Series of the Trust shall represent a beneficial
interest in the net assets of such Series. Each holder of Shares of a Series
or Class thereof shall be entitled to receive his pro rata share of
distributions of income and capital gains made with respect to such Series or
Class net of expenses. Upon redemption of his Shares or indemnification for
liabilities incurred by reason of his being or having been a Shareholder of a
Series or Class, such Shareholder shall be paid solely out of the funds and
property of such Series of the Trust. Upon liquidation or termination of a
Series or Class thereof of the Trust, Shareholders of such Series or Class
thereof shall be entitled to receive a pro rata share of the net assets of
such Series. A Shareholder of a particular Series of the Trust shall not be
entitled to participate in a derivative or class action on behalf of any other
Series or the Shareholders of any other Series of the Trust.
(vi)On each matter submitted to a vote of Shareholders, all Shares of
all Series and Classes shall vote as a single class; provided, however, that
(1) as to any matter with respect to which a separate vote of any Series or
Class is required by the 1940 Act or is required by attributes applicable to
any Class or is required by any Rule 12b-1 plan, such requirements as to a
separate vote by that Series or Class shall apply, (2) to the extent that a
matter referred to in (1) above, affects more than one Class or Series and the
interests of each such Class or Series in the matter are identical, then,
subject to (3) below, the Shares of all such affected Classes or Series shall
vote as a single class; (3) as to any matter which does not affect the
interests of a particular Series or Class, only the holders of Shares of the
one or more affected Series or Classes shall be entitled to vote; and (4) the
provisions of the following sentence shall apply. On any matter that pertains
to any particular Class of a particular Series or to any Class expenses with
respect to any Series which matter may be submitted to a vote of Shareholders,
only Shares of the affected Class or that Series, as the case may be, shall be
entitled to vote except that: (i) to the extent said matter affects Shares of
another Class or Series, such other Shares shall also be entitled to vote, and
in such case Shares of the affected Class or Series, as the case may be, shall
be voted in the aggregate together with such other Shares; and (ii) to the
extent that said matter does not affect Shares of a particular Class of such
Series, said Shares shall not be entitled to vote (except where otherwise
required by law or permitted by the Trustees acting in their sole discretion)
even though the matter is submitted to a vote of the Shareholders of any other
Class or Series.
(vii)Except as otherwise provided in this Article V, the Trustees shall
have the power to determine the designations, preferences, privileges, payment
obligations, limitations and rights, including voting and dividend rights, of
each Class and Series of Shares. Subject to compliance with the requirements
of the 1940 Act, the Trustees shall have the authority to provide that the
holders of Shares of any Series or Class shall have the right to convert or
exchange said Shares into Shares of one or more Series or Classes of Shares in
accordance with such requirements, conditions and procedures as may be
established by the Trustees.
(viii)The establishment and designation of any Series or Class of Shares
shall be effective upon the execution by a majority of the then Trustees of an
instrument setting forth such establishment and designation and the relative
rights and preferences of such Series or Class, or as otherwise provided in
such instrument. At any time that there are no Shares outstanding of any
particular Series or Class previously established and designated, the Trustees
may by an instrument executed by a majority of their number abolish that
Series or Class and the establishment and designation thereof. Each instrument
referred to in this section shall have the status of an amendment to this
Declaration.
Section 5.12. Assent to Declaration of Trust. Every Shareholder, by
virtue of having become a Shareholder, shall be held to have expressly
assented and agreed to the terms hereof and to have become a party hereto.
ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES
Section 6.1. Redemption of Shares. (a) All Shares of the Trust shall
be redeemable, at the redemption price determined in the manner set out in
this Declaration. Redeemed or repurchased Shares may be resold by the
Trust. The Trust may require any Shareholder to pay a sales charge to the
Trust, the underwriter, or any other person designated by the Trustees upon
redemption or repurchase of Shares in such amount and upon such conditions as
shall be determined from time to time by the Trustees.
(b) The Trust shall redeem the Shares of the Trust or any Series or
Class thereof at the price determined as hereinafter set forth, upon the
appropriately verified written application of the record holder thereof (or
upon such other form of request as the Trustees may determine) at such office
or agency as may be designated from time to time for that purpose by the
Trustees. The Trustees may from time to time specify additional conditions,
not inconsistent with the 1940 Act, regarding the redemption of Shares in the
Trust's then effective Prospectus.
Section 6.2. Price. Shares shall be redeemed at a price based on
their net asset value determined as set forth in Section 7.1 hereof as of
such time as the Trustees shall have theretofore prescribed by resolution.
In the absence of such resolution, the redemption price of Shares deposited
shall be based on the net asset value of such Shares next determined as set
forth in Section 7.1 hereof after receipt of such application. The amount of
any contingent deferred sales charge or redemption fee payable upon
redemption of Shares may be deducted from the proceeds of such redemption.
Section 6.3. Payment. Payment of the redemption price of Shares of
the Trust or any Series or Class thereof shall be made in cash or in property
to the Shareholder at such time and in the manner, not inconsistent with the
1940 Act or other applicable laws, as may be specified from time to time in
the Trust's then effective Prospectus, subject to the provisions of
Section 6.4 hereof. Notwithstanding the foregoing, the Trustees may withhold
from such redemption proceeds any amount arising (i) from a liability of the
redeeming Shareholder to the Trust or (ii) in connection with any federal or
state tax withholding requirements.
Section 6.4. Effect of Suspension of Determination of Net Asset
Value. If, pursuant to Section 6.8 hereof, the Trustees shall declare a
suspension of the determination of net asset value with respect to Shares of
the Trust or of any Series or Class thereof, the rights of Shareholders
(including those who shall have applied for redemption pursuant to
Section 6.1 hereof but who shall not yet have received payment) to have
Shares redeemed and paid for by the Trust or a Series or Class thereof shall
be suspended until the termination of such suspension is declared. Any
record holder who shall have his redemption right so suspended may, during
the period of such suspension, by appropriate written notice of revocation at
the office or agency where application was made, revoke any application for
redemption not honored and withdraw any Share certificates on deposit. The
redemption price of Shares for which redemption applications have not been
revoked shall be based on the net asset value of such Shares next determined
as set forth in Section 7.1 after the termination of such suspension, and
payment shall be made within seven (7) days after the date upon which the
application was made plus the period after such application during which the
determination of net asset value was suspended.
Section 6.5. Repurchase by Agreement. The Trust may repurchase Shares
directly, or through the Distributor or another agent designated for the
purpose, by agreement with the owner thereof at a price not exceeding the net
asset value per share determined as of the time when the purchase or contract
of purchase is made or the net asset value as of any time which may be later
determined pursuant to Section 7.1 hereof, provided payment is not made for
the Shares prior to the time as of which such net asset value is determined.
Section 6.6. Redemption of Shareholder's Interest. The Trustees, in
their sole discretion, may cause the Trust to redeem all of the Shares of one
or more Series or Classes thereof held by any Shareholder if the value of
such Shares is less than the minimum amount established from time to time by
the Trustees.
Section 6.7. Reductions in Number of Outstanding Shares Pursuant to
Net Asset Value Formula. The Trust may also reduce the number of Outstanding
Shares of the Trust or of any Series of the Trust pursuant to the provisions
of Section 7.3.
Section 6.8. Suspension of Right of Redemption. The Trust may declare
a suspension of the right of redemption or postpone the date of payment or
redemption for the whole or any part of any period (i) during which the New
York Stock Exchange is closed other than customary weekend and holiday
closings, (ii) during which trading on the New York Stock Exchange is
restricted, (iii) during which an emergency exists as a result of which
disposal by the Trust or a Series thereof of securities owned by it is not
reasonably practicable or it is not reasonably practicable for the Trust or a
Series thereof fairly to determine the value of its net assets, or
(iv) during any other period when the Commission may for the protection of
Shareholders of the Trust by order permit suspension of the right of
redemption or postponement of the date of payment or redemption; provided,
that applicable rules and regulations of the Commission shall govern as to
whether the conditions prescribed in (ii), (iii), or (iv) exist. Such
suspension shall take effect at such time as the Trust shall specify but not
later than the close of business on the business day next following the
declaration of suspension, and thereafter there shall be no right of
redemption or payment on redemption until the Trust shall declare the
suspension at an end, except that the suspension shall terminate in any event
on the first day on which said stock exchange shall have reopened or the
period specified in (ii) or (iii) shall have expired (as to which in the
absence of an official ruling by the Commission, the determination of the
Trustees shall be conclusive). In the case of a suspension of the right of
redemption, a Shareholder may either withdraw his request for redemption or
receive payment based on the net asset value existing after the termination
of the suspension as described in Section 6.4 hereof.
ARTICLE VII
DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS
Section 7.1. Net Asset Value. The net asset value of each Outstanding
Share of the Trust or of each Series or Class thereof shall be determined on
such days and at such time or times as the Trustees may determine. The value
of the assets of the Trust or any Series thereof may be determined (i) by a
pricing service which utilizes electronic pricing techniques based on general
institutional trading, (ii) by appraisal of the securities owned by the Trust
or any Series thereof, (iii) in certain cases, at amortized cost, or (iv) by
such other method as shall be deemed to reflect the fair value thereof,
determined in good faith by or under the direction of the Trustees. From the
total value of said assets, there shall be deducted all indebtedness,
interest, taxes, payable or accrued, including estimated taxes on unrealized
book profits, expenses and management charges accrued to the appraisal date,
net income determined and declared as a distribution and all other items in
the nature of liabilities which shall be deemed appropriate, as incurred by
or allocated to the Trust or any Series or Class of the Trust. The resulting
amount which shall represent the total net assets of the Trust or Series or
Class thereof shall be divided by the number of Shares of the Trust or Series
or Class thereof outstanding at the time and the quotient so obtained shall
be deemed to be the net asset value of the Shares of the Trust or Series or
Class thereof. The net asset value of the Shares shall be determined at
least once on each business day, as of the close of regular trading on the
New York Stock Exchange or as of such other time or times as the Trustees
shall determine. The power and duty to make the daily calculations may be
delegated by the Trustees to the Investment Adviser, the Administrator, the
Custodian, the Transfer Agent or such other Person as the Trustees by
resolution may determine. The Trustees may suspend the daily determination of
net asset value to the extent permitted by the 1940 Act. It shall not be a
violation of any provision of this Declaration if Shares are sold, redeemed
or repurchased by the Trust at a price other than one based on net asset
value if the net asset value is affected by one or more errors inadvertently
made in the pricing of portfolio securities or in accruing income, expenses
or liabilities.
Section 7.2. Distributions to Shareholders. (a) The Trustees shall
from time to time distribute ratably among the Shareholders of the Trust or
of a Series or Class thereof such proportion of the net profits, surplus
(including paid-in surplus), capital, or assets of the Trust or of such
Series or Class as they may deem proper. Such distributions may be made in
cash or property (including without limitation any type of obligations or
assets of the Trust or Series or Class thereof), and the Trustees may
distribute ratably among the Shareholders of the Trust or Series or Class
thereof additional Shares of the Trust or Series or Class thereof issuable
hereunder in such manner, at such times, and on such terms as the Trustees
may deem proper. Such distributions may be among the Shareholders of the
Trust or Series or Class thereof at the time of declaring a distribution or
among the Shareholders of the Trust or Series or Class thereof at such other
date or time or dates or times as the Trustees shall determine. The Trustees
may in their discretion determine that, solely for the purposes of such
distributions, Outstanding Shares shall exclude Shares for which orders have
been placed subsequent to a specified time on the date the distribution is
declared or on the next preceding day if the distribution is declared as of a
day on which Boston banks are not open for business, all as described in the
Trust's then effective Prospectus. The Trustees may always retain from the
net profits such amount as they may deem necessary to pay the debts or
expenses of the Trust or a Series or Class thereof or to meet obligations of
the Trust or a Series or Class thereof, or as they may deem desirable to use
in the conduct of its affairs or to retain for future requirements or
extensions of the business. The Trustees may adopt and offer to Shareholders
such dividend reinvestment plans, cash dividend payout plans or related plans
as the Trustees shall deem appropriate. The Trustees may in their discretion
determine that an account administration fee or other similar charge may be
deducted directly from the income or other distributions paid on Shares to a
Shareholder's account in each Series or Class.
(b) Inasmuch as the computation of net income and gains for federal
income tax purposes may vary from the computation thereof on the books, the
above provisions shall be interpreted to give the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gain distributions, respectively, additional amounts sufficient to
enable the Trust or a Series or Class thereof to avoid or reduce liability
for taxes.
Section 7.3. Determination of Net Income; Constant Net Asset Value;
Reduction of Outstanding Shares. Subject to Section 5.11 hereof, the net
income of the Series and Classes thereof of the Trust shall be determined in
such manner as the Trustees shall provide by resolution. Expenses of the
Trust or of a Series or Class thereof, including the advisory or management
fee, shall be accrued each day. Each Class shall bear only expenses relating
to its Shares and an allocable share of Series expenses in accordance with
such policies as may be established by the Trustees from time to time and as
are not inconsistent with the provisions of this Declaration or of any
applicable document filed by the Trust with the Commission or of the Internal
Revenue Code of 1986, as amended. Such net income may be determined by or
under the direction of the Trustees as of the close of trading on the New
York Stock Exchange on each day on which such market is open or as of such
other time or times as the Trustees shall determine, and, except as provided
herein, all the net income of any Series or Class of the Trust, as so
determined, may be declared as a dividend on the Outstanding Shares of such
Series or Class. If, for any reason, the net income of any Series or Class
of the Trust determined at any time is a negative amount, the Trustees shall
have the power with respect to such Series or Class (i) to offset each
Shareholder's pro rata share of such negative amount from the accrued
dividend account of such Shareholder, or (ii) to reduce the number of
Outstanding Shares of such Series or Class by reducing the number of Shares
in the account of such Shareholder by that number of full and fractional
Shares which represents the amount of such excess negative net income, or
(iii) to cause to be recorded on the books of the Trust an asset account in
the amount of such negative net income, which account may be reduced by the
amount, provided that the same shall thereupon become the property of the
Trust with respect to such Series or Class and shall not be paid to any
Shareholder, of dividends declared thereafter upon the Outstanding Shares of
such Series or Class on the day such negative net income is experienced,
until such asset account is reduced to zero. The Trustees shall have full
discretion to determine whether any cash or property received shall be
treated as income or as principal and whether any item of expense shall be
charged to the income or the principal account, and their determination made
in good faith shall be conclusive upon the Shareholders. In the case of
stock dividends received, the Trustees shall have full discretion to
determine, in the light of the particular circumstances, how much if any of
the value thereof shall be treated as income, the balance, if any, to be
treated as principal.
Section 7.4. Power to Modify Foregoing Procedures. Notwithstanding any
of the foregoing provisions of this Article VII, but subject to Section 5.11
hereof, the Trustees may prescribe, in their absolute discretion, such other
bases and times for determining the per Share net asset value of the Shares
of the Trust or a Series or Class thereof or net income of the Trust or a
Series or Class thereof, or the declaration and payment of dividends and
distributions as they may deem necessary or desirable. Without limiting the
generality of the foregoing, the Trustees may establish several Series or
Classes of Shares in accordance with Section 5.11, and declare dividends
thereon in accordance with Section 5.11(c)(iv).
ARTICLE VIII
DURATION; TERMINATION OF TRUST OR A SERIES OR CLASS;
AMENDMENT; MERGERS, ETC.
Section 8.1. Duration. The Trust shall continue without limitation of
time but subject to the provisions of this Article VIII.
Section 8.2. Termination of the Trust or a Series or a Class. The
Trust or any Series or Class thereof may be terminated by (i) the affirmative
vote of the holders of not less than two-thirds of the Shares outstanding and
entitled to vote and present in person or by proxy at any meeting of
Shareholders of the Trust or the appropriate Series or Class thereof, (ii) by
an instrument or instruments in writing without a meeting, consented to by
the holders of two-thirds of the Shares of the Trust or a Series or Class
thereof; provided, however, that, if such termination is recommended by the
Trustees, the vote or written consent of the holders of a majority of the
Shares of the Trust or a Series or Class thereof outstanding and entitled to
vote shall be sufficient authorization, or (iii) notice to Shareholders by
means of an instrument in writing signed by a majority of the Trustees,
stating that a majority of the Trustees has determined that the continuation
of the Trust or a Series or a Class thereof is not in the best interest of
such Series or such Class, the Trust or their respective shareholders as a
result of such factors or events adversely affecting the ability of such
Series or such Class or the Trust to conduct its business and operations in
an economically viable manner. Such factors and events may include (but are
not limited to) the inability of a Series or Class or the Trust to maintain
its assets at an appropriate size, changes in laws or regulations governing
the Series or Class or the Trust or affecting assets of the type in which
such Series or Class or the Trust invests or economic developments or trends
having a significant adverse impact on the business or operations of such
Series or Class or the Trust. Upon the termination of the Trust or of a
Series or Class:
(i)The Trust, Series or Class shall carry on no business except for the
purpose of winding up its affairs;
(ii)The Trustees shall proceed to wind up the affairs of the Trust,
Series or Class and all of the powers of the Trustees under this Declaration
shall continue until the affairs of the Trust, Series or Class shall have been
wound up, including the power to fulfill or discharge the contracts of the
Trust, Series or Class, collect its assets, sell, convey, assign, exchange,
transfer or otherwise dispose of all or any part of the remaining Trust
Property or Trust Property allocated or belonging to such Series or Class to
one or more persons at public or private sale for consideration which may
consist in whole or in part of cash, securities or other property of any kind,
discharge or pay its liabilities, and do all other acts appropriate to
liquidate its business; provided, that any sale, conveyance, assignment,
exchange, transfer or other disposition of all or substantially all the Trust
Property or Trust Property allocated or belonging to such Series or Class that
requires Shareholder approval in accordance with Section 8.4 hereof shall
receive the approval so required; and
(iii)After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the Trustees may
distribute the remaining Trust Property or the remaining property of the
terminated Series or Class, in cash or in kind or partly each, among the
Shareholders of the Trust or the Series or Class according to their respective
rights.
(b) After termination of the Trust, Series or Class and distribution
to the Shareholders as herein provided, a majority of the Trustees shall
execute and lodge among the records of the Trust and file with the Office of
the Secretary of The Commonwealth of Massachusetts an instrument in writing
setting forth the fact of such termination, and the Trustees shall thereupon
be discharged from all further liabilities and duties with respect to the
Trust or the terminated Series or Class, and the rights and interests of all
Shareholders of the Trust or of the terminated Series or Class shall
thereupon cease.
Section 8.3. Amendment Procedure. (a) This Declaration may be amended
by a vote of a majority of Trustees, without approval of the Shareholders,
except that no amendment can be made by the Trustees to impair any voting or
other rights of shareholders prescribed by federal or state law. Nothing
contained in this Declaration shall permit the amendment of this Declaration
to impair the exemption from personal liability of the Shareholders,
Trustees, officers, employees and agents of the Trust or to permit
assessments upon Shareholders.
(b) A certificate signed by a majority of the Trustees setting forth an
amendment and reciting that it was duly adopted by the Trustees or by the
Shareholders as aforesaid or a copy of the Declaration, as amended, and
executed by a majority of the Trustees, shall be conclusive evidence of such
amendment when lodged among the records of the Trust.
Section 8.4. Merger, Consolidation and Sale of Assets. The Trust or
any Series thereof may merge into or consolidate with any other corporation,
association, trust or other organization or may sell, lease or exchange all
or substantially all of the Trust Property or Trust Property allocated or
belonging to such Series, including its good will, upon such terms and
conditions and for such consideration when and as authorized at any meeting
of Shareholders called for the purpose by the affirmative vote of the holders
of two-thirds of the Shares of the Trust or such Series outstanding and
entitled to vote, or by an instrument or instruments in writing without a
meeting, consented to by the holders of two-thirds of the Shares of the Trust
or such Series; provided, however, that, if such merger, consolidation, sale,
lease or exchange is recommended by the Trustees, the vote or written consent
of the holders of a majority of the Shares of the Trust or such Series
outstanding and entitled to vote shall be sufficient authorization; and any
such merger, consolidation, sale, lease or exchange shall be deemed for all
purposes to have been accomplished under and pursuant to Massachusetts law.
Section 8.5. Incorporation. The Trustees may cause to be organized or
assist in organizing a corporation or corporations under the laws of any
jurisdiction or any other trust, partnership, association or other
organization to take over all or any portion of the Trust Property or of the
Trust Property allocated or belonging to a Series of the Trust or to carry on
any business in which the Trust shall directly or indirectly have any
interest, and to sell, convey and transfer all or any portion of the Trust
Property or of the Trust Property allocated or belonging to such Series to
any such corporation, trust, association or organization in exchange for the
shares or securities thereof or otherwise, and to lend money to, subscribe
for the shares or securities of, and enter into any contracts with any such
corporation, trust, partnership, association or organization, or any
corporation, partnership, trust, association or organization in which the
Trust or such Series holds or is about to acquire shares or any other
interest. The Trustees may also cause a merger or consolidation between the
Trust or any successor thereto and any such corporation, trust, partnership,
association or other organization if and to the extent permitted by law, as
provided under the law then in effect. Nothing contained herein shall be
construed as requiring approval of Shareholders for the Trustees to organize
or assist in organizing one or more corporations, trusts, partnerships,
associations or other organizations and selling, conveying or transferring
all or a portion of the Trust Property to such organization or entities.
ARTICLE IX
REPORTS TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the Shareholders of
each Series a written financial report of the transactions of the Trust,
including financial statements which shall at least annually be certified by
independent public accountants.
ARTICLE X
MISCELLANEOUS
Section 10.1. Execution and Filing. This Declaration and any
amendment hereto shall be filed in the office of the Secretary of State of
The Commonwealth of Massachusetts and in such other places as may be required
under the laws of Massachusetts and may also be filed or recorded in such
other places as the Trustees deem appropriate. Each amendment so filed shall
be accompanied by a certificate signed and acknowledged by a Trustee stating
that such action was duly taken in a manner provided herein, and unless such
amendment or such certificate sets forth some later time for the
effectiveness of such amendment, such amendment shall be effective upon its
execution. A restated Declaration, integrating into a single instrument all
of the provisions of the Declaration which are then in effect and operative,
may be executed from time to time by a majority of the Trustees and filed
with the Secretary of State of The Commonwealth of Massachusetts. A restated
Declaration shall, upon execution, be conclusive evidence of all amendments
contained therein and may hereafter be referred to in lieu of the original
Declaration and the various amendments thereto.
Section 10.2. Governing Law. This Declaration is executed by the
Trustees and delivered in The Commonwealth of Massachusetts and with
reference to the laws thereof, and the rights of all parties and the validity
and construction of every provision hereof shall be subject to and construed
according to the laws of said Commonwealth.
Section 10.3. Counterparts. This Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts, together, shall constitute one and the same
instrument, which shall be sufficiently evidenced by any such original
counterpart.
Section 10.4. Reliance by Third Parties. Any certificate executed by
an individual who, according to the records of the Trust appears to be a
Trustee hereunder, certifying (a) the number or identity of Trustees or
Shareholders, (b) the due authorization of the execution of any instrument or
writing, (c) the form of any vote passed at a meeting of Trustees or
Shareholders, (d) the fact that the number of Trustees or Shareholders
present at any meeting or executing any written instrument satisfies the
requirements of this Declaration, (e) the form of any By-laws adopted by or
the identity of any officers elected by the Trustees, or (f) the existence of
any fact or facts which in any manner relate to the affairs of the Trust,
shall be conclusive evidence as to the matters so certified in favor of any
Person dealing with the Trustees and their successors.
Section 10.5. Provisions in Conflict with Law or Regulations. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of counsel, that any of such provisions is in
conflict with the 1940 Act, the regulated investment company provisions of
the Internal Revenue Code of 1986, as amended, or with other applicable laws
and regulations, the conflicting provision shall be deemed never to have
constituted a part of this Declaration; provided, however, that such
determination shall not affect any of the remaining provisions of this
Declaration or render invalid or improper any action taken or omitted prior
to such determination.
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any
manner affect such provisions in any other jurisdiction or any other
provision of this Declaration in any jurisdiction.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the date first shown above.
/s/Edward J. Boudreau, Jr.
as Trustee and not individually
34 Swan Road
Winchester, Massachusetts 01890
/s/Dennis S. Aronowitz
as Trustee and not individually
29 Lee Road
Chestnut Hill, Massachusetts 02167
/s/Richard P. Chapman, Jr.
as Trustee and not individually
107 Upland Road
Brookline, Massachusetts 02146
/s/Francis C. Cleary, Jr.
as Trustee and not individually
58 Avalon Road
Needham, Massachusetts 02192
/s/William J. Cosgrove
as Trustee and not individually
20 Buttonwood Place
Saddle River, New Jersey 07458
/s/Bayard Henry
as Trustee and not individually
65 Goddard Avenue
Brookline, Massachusetts 02146
/s/Richard S. Scipione
as Trustee and not individually
4 Sentinel Road
Hingham, Massachusetts 02043
/s/Edward J. Spellman
as Trustee and not individually
175 East Centre Street, Apt. 501
Quincy, Massachusetts 02169
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
SUFFOLK COUNTY, MASSACHUSETTS September 21, 1993
Then personally appeared the above-named persons, Edward J. Boudreau,
Jr., Dennis S. Aronowitz, Richard P. Chapman, Jr., Francis C. Cleary, Jr.,
William J. Cosgrove, Bayard Henry, Richard S. Scipione and Edward J.
Spellman, who acknowledged the foregoing instrument to be their free act and
deed.
Before me,
/s/Susan S. Newton
Notary Public
My commission expires:
8-14-98
JOHN HANCOCK STRATEGIC SERIES
John Hancock Utilities Fund
Establishment and Designation
of
Class A Shares and Class B Shares
of Beneficial Interest of
John Hancock Utilities Fund, a Series of
John Hancock Strategic Series
The undersigned, being a majority of the Trustees of John Hancock
Strategic Series, a Massachusetts business trust (the "Trust"), acting
pursuant to the Amended and Restated Declaration of Trust dated September 21,
1993 of the Trust, as amended from time to time (the "Declaration"), do
hereby establish an the additional series of shares of the Trust (the
"Shares"), having rights and preferences set forth in the Declaration of
Trust and in the Trust's Registration Statement on Form N-1A, which Shares
shall represent undivided beneficial interests in a separate portfolio of
assets of the Trust (the "Fund") designated "John Hancock Utilities Fund."
The Shares are divided to create two classes of Shares of the Fund as follows:
1.The two classes of Shares of the Fund established and designated hereby
are "Class A Shares" and "Class B Shares," respectively.
2.Class A Shares and Class B Shares shall each be entitled to all of the
rights and preferences accorded to Shares under the Declaration.
3.The purchase price of Class A Shares and of Class B Shares, the method
of determining the net asset value of Class A Shares and of Class B
Shares, and the relative dividend rights of holders of Class A Shares
and of holders of Class B Shares shall be established by the Trustees
of the Trust in accordance with the provisions of the Declaration and
shall be as set forth in the Prospectus and Statement of Additional
Information of the Fund included in the Trust's Registration Statement,
as amended from time to time, under the Securities Act of 1933, as
amended and/or the Investment Company Act of 1940, as amended.
The Declaration of Trust is hereby amended to the extent necessary to
reflect the establishment of such additional series and classes of Shares.
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Declaration of Trust.
IN WITNESS WHEREOF, the undersigned have executed this instrument this
31st day of January, 1994.
/s/ Edward J. Boudreau, Jr. /s/ William J. Cosgrove
Edward J. Boudreau, Jr. William J. Cosgrove
101 Huntington Avenue 20 Buttonwood Place
Boston, MA Saddle River, NJ 07458
/s/ Dennis S. Aronowitz /s/ Bayard Henry
Dennis S. Aronowitz Bayard Henry
Boston University 121 High Street
Boston, MA Boston, Massachusetts
/s/ Richard P. Chapman, Jr. /s/ Richard S. Scipione
Richard P. Chapman, Jr. Richard S. Scipione
160 Washington Street John Hancock Place
Brookline, MA 02146 P.O. Box 111
Francis C. Cleary, Jr. Edward J. Spellman
Francis C. Cleary, Jr. Edward J. Spellman
John Hancock Place 259C Commercial Boulevard
P.O. Box 111 Lauderdale by the Sea,
Boston, Massachusetts Florida
The Declaration, 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 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.
JOHN HANCOCK INDEPENDENCE DIVERSIFIED CORE EQUITY FUND
a series of
JOHN HANCOCK STRATEGIC SERIES
Establishment and Designation
of
Class A Shares and Class B Shares
of Beneficial Interest of
John Hancock Independence Diversified Core Equity Fund
The undersigned, being all of the Trustees of John Hancock Strategic
Series, a Massachusetts business trust (the "Trust") of which John Hancock
Independence Diversified Core Equity Fund (the "Fund") is a series, acting
pursuant to Sections 5.1 and 5.11 of the Amended and Restated Declaration of
Trust dated September 21, 1993 of the Trust, as amended from time to time
(the "Declaration"), do hereby divide the shares of beneficial interest of
the Fund (the "Shares"), to create two classes of Shares of the Fund as
follows:
1. The two classes of Shares of the Fund established and designated
hereby are "Class A Shares" and "Class B Shares," respectively.
2. Class A Shares and Class B Shares shall each be entitled to all
of the rights and preferences accorded to Shares under the Declaration.
3. The purchase price of Class A Shares and of Class B Shares, the
method of determining the net asset value of Class A Shares and of Class
B Shares, and the relative dividend rights of holders of Class A Shares
and of holders of Class B Shares shall be established by the Trustees of
the Trust in accordance with the provisions of the Declaration and shall
be set forth in the Trust's Registration Statement on Form N-1A under the
Securities Act of 1933 and/or the Investment Company Act of 1940, as
amended and as in effect at the time of issuing such Shares.
4. All Shares of the Fund issued prior to the filing of this
instrument with the Secretary of State of The Commonwealth of
Massachusetts shall be deemed Class A Shares, and the Trustees, acting in
their sole discretion, may determine that any Shares of the Fund issued
after such time are Class A Shares, Class B Shares, or Shares of any
other class of the Fund hereafter established and designated by the
Trustees.
IN WITNESS WHEREOF, the undersigned have executed this instrument this
1st day of May, 1995.
/s/Edward J. Boudreau, Jr. /s/William J. Cosgrove
Edward J. Boudreau, Jr. William J. Cosgrove
as Trustee and not individually as Trustee and not individually
34 Swan Road 20 Buttonwood Place
Winchester, MA 01890 Saddle River, NJ 07458
/s/Dennis S. Aronowitz
Dennis S. Aronowitz Bayard Henry
as Trustee and not individually as Trustee and not individually
29 Lee Road 65 Goddard Avenue
Chestnut Hill, MA 02167 Brookline, MA 02146
/s/Richard P. Chapman, Jr.
Richard P. Chapman, Jr. Richard S. Scipione
as Trustee and not individually as Trustee and not individually
107 Upland Road 4 Sentinel Road
Brookline, MA 02146 Hingham, MA 02043
/s/Francis C. Cleary, Jr. /s/Edward J. Spellman
Francis C. Cleary, Jr. Edward J. Spellman
as Trustee and not individually as Trustee and not individually
58 Avalon Road 259C Commercial Boulevard
Needham, MA 02192 Lauderdale by the Sea, FL 33308
The Declaration, 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 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.
John Hancock Cash Management Fund
John Hancock Capital Series
John Hancock Income Securities Trust
John Hancock Investors Trust
John Hancock Sovereign Bond Fund
John Hancock Special Equities Fund
John Hancock Strategic Series
John Hancock Tax-Exempt Income Fund
John Hancock Tax-Exempt Series Fund
John Hancock Word Fund
Instrument Increasing Number of Trustees
and Appointing Individual to Fill Vacancy
The undersigned, being a majority of the Trustees of each of the above
listed Trusts, each of which is a Massachusetts voluntary association
established pursuant to a Declaration of Trust duly filed with the Secretary
of the Commonwealth of Massachusetts, do hereby with respect to each such
Trust:
(a) pursuant to Section 2.3 of the Declaration of Trust, increase
the number of Trustees of the Trust from eight to nine; and
(b) pursuant to Section 2.7 of the Declaration of Trust, appoint
Gail D. Fosler to fill the vacancy thereby created, such appointment to
become effective upon such individual accepting in writing such appointment
and agreeing to be bound by the terms of the Declaration of Trust and such
individual to hold office until her successor is elected and qualified or
until the earlier occurrence of any of the events specified in the first
sentence of Section 21.7 of the Declaration of Trust.
<PAGE>
Page 2
Instrument Increasing Number of Trustees
and Appointing Individual to Fill vacancy
WITNESS the signature of the undersigned this 7th day of December, 1993
/s/Edward J. Boudreau, Jr. /s/Dennis S. Aronowitz
Edward J. Boudreau, Jr. Dennis S. Aronowitz
/s/Francis C. Clear, Jr. /s/William J. Cosgrove
Francis C. Cleary, Jr. William J. Cosgrove
/s/Edward J. Spellman /s/Bayard Henry
Edward J. Spellman Bayard Henry
/s/Richard P. Chapman, Jr. /s/Richard S. Scipione
Richard P. Chapman, Jr. Richard S. Scipione
BY-LAWS
OF
JOHN HANCOCK STRATEGIC SERIES
As Adopted on December 8, 1993
<PAGE>
Table of Contents
Page
ARTICLE I -- Definitions................................................1
ARTICLE II -- Offices and Seal...........................................1
Section 2.1 Principal Office..................................1
Section 2.2 Other Offices.....................................1
Section 2.3 Seal..............................................1
ARTICLE III -- Shareholders..............................................2
Section 3.1 Meetings..........................................2
Section 3.2 Place of Meeting..................................2
Section 3.3 Notice of Meetings................................2
Section 3.4 Shareholders Entitled to Vote.....................2
Section 3.5 Quorum............................................3
Section 3.6 Treatment of Abstentions..........................3
Section 3.7 Voting of Shares Held in Street Name..............3
Section 3.8 Adjournment.......................................3
Section 3.9 Proxies...........................................3
Section 3.10 Inspection of Records.............................4
Section 3.11 Record Dates......................................4
ARTICLE IV -- Meetings of Trustees.......................................4
Section 4.1 Regular Meetings..................................4
Section 4.2 Special Meetings..................................4
Section 4.3 Notice............................................4
Section 4.4 Waiver of Notice..................................5
Section 4.5 Quorum, Adjournment and Voting....................5
Section 4.6 Compensation......................................5
ARTICLE V -- Executive Committee and Other
Committees..............................................5
Section 5.1 How Constituted...................................5
Section 5.2 Powers of the Executive
Committee.......................................6
Section 5.3 Other Committees of Trustees......................6
Section 5.4 Proceedings, Quorum and Manner of
Acting..........................................6
Section 5.5 Other Committees..................................6
ARTICLE VI -- Officers 6
Section 6.1 General...........................................6
Section 6.2 Election, Term of Office and
Qualifications..................................7
Section 6.3 Resignations and Removals.........................7
Section 6.4 Vacancies and Newly Created
Offices.........................................7
Section 6.5 Chairman of the Board.............................7
Section 6.6 President.........................................8
Section 6.7 Vice President....................................8
Section 6.8 Chief Financial Officer, Treasurer
and Assistant Treasurers........................8
Section 6.9 Secretary and Assistant
Secretaries.....................................9
Section 6.10 Subordinate Officers..............................9
Section 6.11 Remuneration......................................9
Section 6.12 Surety Bonds......................................9
ARTICLE VII -- Execution of Instruments; Voting of
Securities.......................................10
Section 7.1 Execution of Instruments.........................10
Section 7.2 Voting of Securities.............................10
ARTICLE VIII -- Fiscal Year, Accountants................................10
Section 8.1 Fiscal Year......................................10
Section 8.2 Accountants......................................10
ARTICLE IX -- Amendments................................................11
Section 9.1 General..........................................11
<PAGE>
BY-LAWS
OF
JOHN HANCOCK STRATEGIC SERIES
ARTICLE I
Definitions
The terms "Class," "Commission," "Declaration," "Interested Person,"
"1940 Act," "Series," "Shareholder," "Shares," "Trust," "Trust Property" and
"Trustees" have the meanings given them in the Amended and Restated
Declaration of Trust of John Hancock Strategic Series dated _____________,
1993, as amended from time to time.
ARTICLE II
Offices and Seal
Section 2.1. Principal Office. The principal office of the Trust
shall be located in the City of Boston, The Commonwealth of Massachusetts.
Section 2.2. Other Offices. The Trust may establish and maintain such
other offices and places of business within or without The Commonwealth of
Massachusetts as the Trustees may from time to time determine.
Section 2.3. Seal. The seal of the Trust shall be circular in form
and shall bear the name of the Trust, the year of its organization, and the
words "Common Seal" and "A Massachusetts Voluntary Association." The form of
the seal shall be subject to alteration by the Trustees and the seal may be
used by causing it or a facsimile to be impressed or affixed or printed or
otherwise reproduced. Any officer or Trustee of the Trust shall have
authority to affix the seal of the Trust to any document requiring the same
but, unless otherwise required by the Trustees, the seal shall not be
necessary to be placed on, and its absence shall not impair the validity of,
any document, instrument or other paper executed and delivered by or on
behalf of the Trust.
ARTICLE III
Shareholders
Section 3.1. Meetings. A Shareholders' meeting for the election of
Trustees and the transaction of other proper business shall be held when
authorized or required by the Declaration.
Section 3.2. Place of Meeting. All Shareholders' meetings shall be
held at such place within or without The Commonwealth of Massachusetts as the
Trustees shall designate.
Section 3.3. Notice of Meetings. Notice of all Shareholders'
meetings, stating the time, place and purpose of the meeting, shall be given
by the Secretary or an Assistant Secretary of the Trust by mail to each
Shareholder entitled to notice of and to vote at such meeting at his address
as recorded on the register of the Trust. Such notice shall be mailed at
least 10 days and not more than 60 days before the meeting. Such notice
shall be deemed to be given when deposited in the United States mail, with
postage thereon prepaid. Any adjourned meeting may be held as adjourned
without further notice. No notice need be given (A) to any Shareholder if a
written waiver of notice, executed before or after the meeting by such
Shareholder or his attorney thereunto duly authorized, is filed with the
records of the meeting, or (B) to any Shareholder who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to
him. A waiver of notice need not specify the purposes of the meeting.
Section 3.4. Shareholders Entitled to Vote. If, pursuant to Section
3.11 hereof, a record date has been fixed for the determination of
Shareholders entitled to notice of and to vote at any Shareholders' meeting,
each Shareholder of the Trust shall be entitled to vote, in accordance with
the applicable provisions of the Declaration, in person or by proxy, each
Share or fraction thereof standing in his name on the register of the Trust
at the time of determining net asset value on such record date. If the
Declaration or the 1940 Act requires that Shares be voted by Series or Class,
each Shareholder shall only be entitled to vote, in person or by proxy, each
Share or fraction thereof of such Series or Class standing in his name on the
register of the Trust at the time of determining net asset value on such
record date. If no record date has been fixed for the determination of
Shareholders so entitled, the record date for the determination of
Shareholders entitled to notice of and to vote at a Shareholders' meeting
shall be at the close of business on the day on which notice of the meeting
is mailed or, if notice is waived by all Shareholders, at the close of
business on the tenth day next preceding the day on which the meeting is held.
Section 3.5. Quorum. The presence at any Shareholders' meeting in
person or by proxy, of Shareholders entitled to cast a majority of the votes
thereat shall be a quorum for the transaction of business.
Section 3.6. Treatment of Abstentions. Shares represented in
person or by proxy, including Shares which abstain or do not vote with
respect to one or more proposals presented for shareholder approval, will be
counted for purposes of determining whether a quorum is present. Abstentions
will be treated as Shares that are present and entitled to vote with respect
to any particular proposal, but will not be counted as a vote in favor of
such proposal. An abstention from voting on a proposal will have the same
effect as a vote against such proposal.
Section 3.7. Voting of Shares Held in Street Name. If a broker or
nominee holding Shares in "street name" indicates on a proxy that it does not
have discretionary authority to vote those Shares as to a particular proposal
presented for shareholder approval, those Shares will be considered to be
outstanding, but will not be considered as present and entitled to vote with
respect to such proposal.
Section 3.8. Adjournment. The holders of a majority of the Shares
entitled to vote at the meeting and present thereat, in person or by proxy,
whether or not constituting a quorum, or, if no Shareholder entitled to vote
is present thereat, in person or by proxy, any Trustee or officer present
thereat entitled to preside or act as Secretary of such meeting, may adjourn
the meeting sine die or from time to time. Any business that might have been
transacted at the meeting originally called may be transacted at any such
adjourned meeting at which a quorum is present.
Section 3.9. Proxies. Shares may be voted in person or by proxy.
When any Share is held jointly by several persons, any one of them may vote
at any meeting, in person or by proxy in respect of such Share unless at or
prior to exercise of the vote the Trustees receive a specific written notice
to the contrary from any one of them. If more than one such joint owner
shall be present at such meeting, in person or by proxy, and such joint
owners or their proxies so present disagree as to any vote cast, such vote
shall not be received in respect of such Share. A proxy purporting to be
executed by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of proving invalidity
shall rest on the challenger.
Section 3.10. Inspection of Records. The records of the Trust shall
be open to inspection by Shareholders to the same extent as is permitted
shareholders of a Massachusetts business corporation.
Section 3.11. Record Dates. The Trustees may fix in advance a date as
a record date for the purpose of determining the Shareholders who are
entitled to notice of and to vote at any meeting or any adjournment thereof,
or to express consent in writing without a meeting to any action of the
Trustees, or who shall receive payment of any dividend or of any other
distribution, or for the purpose of any other lawful action, provided that
such record date shall be not more than 60 days before the date on which the
particular action requiring such determination of Shareholders is to be
taken. In such case, subject to the provisions of Section 3.4, each eligible
Shareholder of record on such record date shall be entitled to notice of, and
to vote at, such meeting or adjournment, or to express such consent, or to
receive payment of such dividend or distribution or to take such other
action, as the case may be, notwithstanding any transfer of Shares on the
register of the Trust after the record date.
ARTICLE IV
Meetings of Trustees
Section 4.1. Regular Meetings. The Trustees from time to time shall
provide by resolution for the holding of regular meetings for the election of
officers and the transaction of other proper business and shall fix the place
and time for such meetings to be held within or without The Commonwealth of
Massachusetts.
Section 4.2. Special Meetings. Special meetings of the Trustees shall
be held whenever called by the Chairman of the Board, the President (or, in
the absence or disability of the President, by any Vice President), the
Treasurer, the Secretary or two or more Trustees, at the time and place
within or without The Commonwealth of Massachusetts specified in the
respective notices or waivers of notice of such meetings.
Section 4.3. Notice. Notice of regular and special meetings, stating
the time and place, shall be (a) mailed to each Trustee at his residence or
regular place of business at least five days before the day on which the
meeting is to be held or (b) caused to be delivered to him personally or to
be transmitted to him by telegraph, cable or wireless at least two days
before the day on which the meeting is to be held. Unless otherwise required
by law, such notice need not include a statement of the business to be
transacted at, or the purpose of, the meeting. No notice of adjournment of a
meeting of the Trustees to another time or place need be given if such time
and place are announced at such meeting.
Section 4.4. Waiver of Notice. Notice of a meeting need not be given
to any Trustee if a written waiver of notice, executed by him before or after
the meeting, is filed with the records of the meeting, or to any Trustee who
attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him. A waiver of notice need not specify the purposes
of the meeting.
Section 4.5. Quorum, Adjournment and Voting. At all meetings of the
Trustees, the presence of a majority of the total number of Trustees
authorized, but not less than two, shall constitute a quorum for the
transaction of business. A majority of the Trustees present, whether or not
constituting a quorum, may adjourn the meeting, from time to time. The
action of a majority of the Trustees present at a meeting at which a quorum
is present shall be the action of the Trustees unless the concurrence of a
greater proportion is required for such action by law, by the Declaration or
by these By-Laws.
Section 4.6. Compensation. Each Trustee may receive such remuneration
for his services as such as shall be fixed from time to time by resolution of
the Trustees.
ARTICLE V
Executive Committee and Other Committees
Section 5.1. How Constituted. The Trustees may, by resolution,
designate one or more committees, including an Executive Committee, an Audit
Committee and a Committee on Administration, each consisting of at least two
Trustees. The Trustees may, by resolution, designate one or more alternate
members of any committee to serve in the absence of any member or other
alternate member of such committee. Each member and alternate member of a
committee shall be a Trustee and shall hold office at the pleasure of the
Trustees. The Chairman of the Board and the President shall be members of
the Executive Committee.
Section 5.2. Powers of the Executive Committee. Unless otherwise
provided by resolution of the Trustees, the Executive Committee shall have
and may exercise all of the power and authority of the Trustees, provided
that the power and authority of the Executive Committee shall be subject to
the limitations contained in the Declaration.
Section 5.3. Other Committees of Trustees. To the extent provided by
resolution of the Trustees, other committees shall have and may exercise any
of the power and authority that may lawfully be granted to the Executive
Committee.
Section 5.4. Proceedings, Quorum and Manner of Acting. In the absence
of appropriate resolution of the Trustees, each committee may adopt such
rules and regulations governing its proceedings, quorum and manner of acting
as it shall deem proper and desirable, provided that the quorum shall not be
less than two Trustees. In the absence of any member or alternate member of
any such committee, the members thereof present at any meeting, whether or
not they constitute a quorum, may appoint a Trustee to act in the place of
such absent member or alternate member. Members and alternate members of a
committee may participate in a meeting of such committee by means of a
conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person
at the meeting.
Section 5.5. Other Committees. The Trustees may appoint other
committees, each consisting of one or more persons who need not be Trustees.
Each such committee shall have such powers and perform such duties as may be
assigned to it from time to time by the Trustees, but shall not exercise any
power which may lawfully be exercised only by the Trustees or a committee
thereof.
ARTICLE VI
Officers
Section 6.1. General. The officers of the Trust shall be a Chairman
of the Board, a President, a Secretary, and a Treasurer, and may include one
or more Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 6.10 of this Article VI.
Section 6.2. Election, Term of Office and Qualifications. The officers
of the Trust and any Series thereof (except those appointed pursuant to
Section 6.10) shall be elected by the Trustees at their first meeting. If
any officer or officers are not elected at any such meeting, such officer or
officers may be elected at any subsequent regular or special meeting of the
Trustees. Except as provided in Sections 6.3 and 6.4 of this Article VI,
each officer elected by the Trustees shall hold office until his successor
shall have been chosen and qualified. No person shall hold more than one
office of the Trust or any Series thereof, except that the President may hold
the office of Chairman of the Board and any Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary of the Trust may also hold the office of
Vice President. The Chairman of the Board and the President shall be
selected from among the Trustees and may hold such offices only so long as
they continue to be Trustees. Any Trustee or officer may be but need not be
a Shareholder of the Trust.
Section 6.3. Resignations and Removals. Any officer may resign his
office at any time by delivering a written resignation to the Trustees, the
President, the Secretary or any Assistant Secretary. Unless otherwise
specified therein, such resignation shall take effect upon delivery. Any
officer may be removed from office with or without cause by the vote of a
majority of the Trustees at any regular meeting or any special meeting.
Except to the extent expressly provided in a written agreement with the
Trust, no officer resigning and no officer removed shall have any right to
any compensation for any period following his resignation or removal or any
right to damages on account of such removal.
Section 6.4. Vacancies and Newly Created Offices. If any vacancy
shall occur in any office by reason of death, resignation, removal,
disqualification or other cause, or if any new office shall be created, such
vacancies or newly created offices may be filled by the Trustees at any
regular or special meeting or, in the case of any office created pursuant to
Section 6.10 of this Article VI, by any officer upon whom such power shall
have been conferred by the Trustees.
Section 6.5. Chairman of the Board. The Chairman of the Board shall
be the chief executive officer of the Trust and each Series thereof, shall
preside at all Shareholders' meetings and at all meetings of the Trustees and
shall be ex officio a member of all committees of the Trustees and each
Series thereof, except the Audit Committee. Subject to the supervision of
the Trustees, he shall have general charge of the business of the Trust and
each Series thereof, the Trust Property and the officers, employees and
agents of the Trust and each Series thereof. He shall have such other powers
and perform such other duties as may be assigned to him from time to time by
the Trustees.
Section 6.6. President. The President shall be the chief operating
officer of the Trust and each Series thereof and, at the request of or in the
absence or disability of the Chairman of the Board, he shall preside at all
Shareholders' meetings and at all meetings of the Trustees and shall in
general exercise the powers and perform the duties of the Chairman of the
Board. Subject to the supervision of the Trustees and such direction and
control as the Chairman of the Board may exercise, he shall have general
charge of the operations of the Trust and each Series and Class thereof and
its officers, employees and agents. He shall exercise such other powers and
perform such other duties as from time to time may be assigned to him by the
Trustees.
Section 6.7. Vice President. The Trustees may, from time to
time, designate and elect one or more Vice Presidents who shall have such
powers and perform such duties as from time to time may be assigned to them
by the Trustees or the President. At the request or in the absence or
disability of the President, the Vice President (or, if there are two or more
Vice Presidents, then the senior in length of time in office of the Vice
Presidents present and able to act) may perform all the duties of the
President and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.
Section 6.8 Chief Financial Officer, Treasurer and Assistant
Treasurers. The Chief Financial Officer shall be the principal financial and
accounting officer of the Trust and each Series thereof and shall have
general charge of the finances and books of account of the Trust and each
Series and Class thereof. Except as otherwise provided by the Trustees, he
shall have general supervision of the funds and property of the Trust and
each Series thereof and of the performance by the Custodian, appointed
pursuant to Section 3.6 of the Declaration of its duties with respect
thereto. The Chief Financial Officer shall render a statement of condition
of the finances of the Trust and each Series and Class thereof to the
Trustees as often as they shall require the same and he shall in general
perform all the duties incident to the office of the Chief Financial Officer
and such other duties as from time to time may be assigned to him by the
Trustees.
The Treasurer or any Assistant Treasurer may perform such duties of the
Chief Financial Officer as the Chief Financial Officer or the Trustees may
assign. In the absence of the Chief Financial Officer, the Treasurer may
perform all duties of the Chief Financial Officer. In the absence of the
Chief Financial Officer and the Treasurer, any Assistant Treasurer may
perform all duties of the Chief Financial Officer.
Section 6.9. Secretary and Assistant Secretaries. The Secretary shall
attend to the giving and serving of all notices of the Trust and each Series
and Class thereof and shall record all proceedings of the meetings of the
Shareholders and Trustees in one or more books to be kept for that purpose.
He shall keep in safe custody the seal of the Trust, and shall have charge of
the records of the Trust and each Series and Class thereof, including the
register of shares and such other books and papers as the Trustees may direct
and such books, reports, certificates and other documents required by law to
be kept, all of which shall at all reasonable times be open to inspection by
any Trustee. He shall perform such other duties as appertain to his office
or as may be required by the Trustees.
Any Assistant Secretary may perform such duties of the Secretary as the
Secretary or the Trustees may assign, and, in the absence of the Secretary,
he may perform all the duties of the Secretary.
Section 6.10. Subordinate Officers. The Trustees from time to time
may appoint such other subordinate officers or agents as they may deem
advisable, each of whom shall have such title, hold office for such period,
have such authority and perform such duties as the Trustees may determine.
The Trustees from time to time may delegate to one or more officers or agents
the power to appoint any such subordinate officers or agents and to prescribe
their respective rights, terms of office, authorities and duties.
Section 6.11. Remuneration. The salaries or other compensation of the
officers of the Trust and any Series thereof shall be fixed from time to time
by resolution of the Trustees, except that the Trustees may by resolution
delegate to any person or group of persons the power to fix the salaries or
other compensation of any subordinate officers or agents appointed in
accordance with the provisions of Section 6.10 hereof.
Section 6.12. Surety Bonds. The Trustees may require any officer or
agent of the Trust or any Series thereof to execute a bond (including,
without limitation, any bond required by the 1940 Act and the rules and
regulations of the Commission) to the Trustees in such sum and with such
surety or sureties as the Trustees may determine, conditioned upon the
faithful performance of his duties to the Trust, including responsibility for
negligence and for the accounting of any of the Trust Property that may come
into his hands. In any such case, a new bond of like character shall be
given at least every six years, so that the date of the new bond shall not be
more than six years subsequent to the date of the bond immediately preceding.
ARTICLE VII
Execution of Instruments, Voting of Securities
Section 7.1. Execution of Instruments. All deeds, documents,
transfers, contracts, agreements, requisitions or orders, promissory notes,
assignments, endorsements, checks and drafts for the payment of money by the
Trust or any Series thereof, and other instruments requiring execution either
in the name of the Trust or the names of the Trustees or otherwise may be
signed by the Chairman, the President, a Vice President or the Secretary and
by the Chief Financial Officer, Treasurer or an Assistant Treasurer, or as
the Trustees may otherwise, from time to time, authorize, provided that
instructions in connection with the execution of portfolio securities actions
may be signed by one such officer. Any such authorization may be general or
confined to specific instances.
Section 7.2. Voting of Securities. Unless otherwise ordered by the
Trustees, the Chairman, the President or any Vice President shall have full
power and authority on behalf of the Trustees to attend and to act and to
vote, or in the name of the Trustees to execute proxies to vote, at any
meeting of stockholders of any company in which the Trust or any Series
thereof may hold stock. At any such meeting such officer shall possess and
may exercise (in person or by proxy) any and all rights, powers, and
privileges incident to the ownership of such stock. The Trustees may by
resolution from time to time confer like powers upon any other person or
persons.
ARTICLE VIII
Fiscal Year; Accountants
Section 8.1. Fiscal Year. The fiscal year of the Trust and any Series
thereof shall be established by resolution of the Trustees.
Section 8.2. Accountants.
(a) The Trustees shall employ a public accountant or firm of
independent public accountants as their accountant to examine the accounts of
the Trust and to sign and certify at least annually financial statements
filed by the Trust. The accountant's certificates and reports shall be
addressed both to the Trustees and to the Shareholders.
(b) A majority of the Trustees who are not Interested Persons of the
Trust shall select the accountant at any meeting held before the initial
registration statement of the Trust becomes effective, and thereafter shall
select the accountant annually by votes, cast in person, at a meeting held
within 30 days before or after the beginning of the fiscal year of the Trust.
(c) Any vacancy occurring due to the death or resignation of the
accountant, may be filled at a meeting called for the purpose by the vote,
cast in person, of a majority of those Trustees who are not Interested
Persons of the Trust.
ARTICLE IX
Amendments
Section 9.1. General. These By-Laws may be amended or repealed, in
whole or in part, by a majority of the Trustees then in office at any meeting
of the Trustees, or by one or more writings signed by such a majority.
John Hancock Capital Series
John Hancock Cash Management Fund
John Hancock Income Securities Trust
John Hancock Investors Trust
John Hancock Limited Term Government Fund
John Hancock Sovereign Bond Fund
John Hancock Special Equities Fund
John Hancock Strategic Series
John Hancock Tax-Exempt Income Fund
John Hancock Tax-Exempt Series Fund
John Hancock World Fund
AMENDMENT TO BY-LAWS
RESOLVED, that the By-Laws of the Trust be and hereby are amended to
create the office of Vice Chairman of the Trust by adding the following as
Article VI, Sub-Section 6.5A of the By-Laws:
Section 6.5A. Powers and Duties of the Vice Chairman. The Trustees may, but
need not, appoint one or more Vice Chairmen of the Trust. A Vice Chairman
shall be an executive officer of the Trust and shall have the powers and
duties of a Vice President of the Trust, as provided in Section 6.7 of this
Article VI. The Vice Chairman shall perform such duties as may be assigned
to him or her from time to time by the Trustees of the Chairman.
JOHN HANCOCK STRATEGIC SERIES-
JOHN HANCOCK UTILITIES FUND
A MASSACHUSETTS VOLUNTARY ASSOCIATION
CLASS A
fully paid and non-assessable shares of beneficial interest, without par
value, in John Hancock Strategic Series - John Hancock Utilities Fund
(the "Fund"), a Massachusetts voluntary association established by the
Declaration of Trust dated April 16, 1986, as amended from time to time,
a copy of which, together with any amendments thereto (the
"Declaration"), is on file with the Secretary of the Commonwealth of
Massachusetts. The provisions of the Declaration are hereby incorporated
in and made a part of this certificate as fully as if set forth herein
in their entirety, to all of which provisions the holder and every
transferee or assignee hereof by accepting or holding the same agrees to
be bound. This certificate, and the shares represented hereby are
negotiable and transferable on the books of the Fund by the registered
holder hereof in person or by attorney upon surrender of this
certificate properly endorsed. This certificate is issued by the
Trustees of John Hancock Strategic Series - John Hancock Utilities Fund,
acting not individually but as such Trustees, and is not valid until
countersigned by the Transfer Agent.
The name John Hancock Strategic Series - John Hancock Utilities Fund is
the designation of the Trustees under the Declaration of Trust dated
April 16, 1986, as amended from time to time. The obligations hereunder
are not personally binding upon, nor shall resort be had to the private
property of, any of the Trustees, shareholders, officers, employees or
agents of the Fund, but the Fund property or a specific portion thereof
only shall be bound.
<PAGE>
JOHN HANCOCK STRATEGIC SERIES -
JOHN HANCOCK INDEPENDENCE DIVERSIFIED CORE EQUITY FUND
A MASSACHUSETTS VOLUNTARY ASSOCIATION
fully paid and non-assessable shares of beneficial interest, without par value,
in John Hancock Strategic Series - John Hancock Independence Diversified Core
Equity Fund (the "Fund"), a Massachusetts voluntary association established by
the Declaration of Trust dated April 16, 1986, as amended from time to time, a
copy of which, together with any amendments thereto (the "Declaration"), is on
file with the Secretary of the Commonwealth of Massachusetts. The provisions of
the Declaration are hereby incorporated in and made a part of this certificate
as fully as if set forth herein in their entirety, to all of which provisions
the holder and every transferee or assignee hereof by accepting or holding the
same agrees to be bound. This certificate, and the shares represented hereby are
negotiable and transferable on the books of the Fund by the registered holder
hereof in person or by attorney upon surrender of this certificate properly
endorsed. This certificate is issued by the Trustees of John Hancock Strategic
Series - John Hancock Independence Diversified Core Equity Fund, acting not
individually but as such Trustees, and is not valid until countersigned by the
Transfer Agent.
The name John Hancock Strategic Series - John Hancock Independence Diversified
Core Equity Fund is the designation of the Trustees under the Declaration of
Trust dated April 16, 1986, as amended from time to time. The obligations
hereunder are not personally binding upon, nor shall resort be had to the
private property of, any of the Trustees, shareholders, officers, employees or
agents of the Fund, but the Fund property or a specific portion thereof only
shall be bound.
<PAGE>
JOHN HANCOCK STRATEGIC SERIES -
JOHN HANCOCK UTILITIES FUND
A MASSACHUSETTS VOLUNTARY ASSOCIATION
CLASS B
<PAGE>
JOHN HANCOCK STRATEGIC SERIES -
JOHN HANCOCK STRATEGIC INCOME FUND
A MASSACHUSETTS VOLUNTARY ASSOCIATION
CLASS A
fully paid and non-assessable shares of beneficial interest, without par value,
in John Hancock Strategic Series - John Hancock Strategic Income Fund (the
"Fund"), a Massachusetts voluntary association established by the Declaration of
Trust dated April 16, 1986, as amended from time to time, a copy of which,
together with any amendments thereto (the "Declaration"), is on file with the
Secretary of the Commonwealth of Massachusetts. The provisions of the
Declaration are hereby incorporated in and made a part of this certificate as
fully as if set forth herein in their entirety, to all of which provisions the
holder and every transferee or assignee hereof by accepting or holding the same
agrees to be bound. This certificate, and the shares represented hereby are
negotiable and transferable on the books of the Fund by the registered holder
hereof in person or by attorney upon surrender of this certificate properly
endorsed. This certificate is issued by the Trustees of John Hancock Strategic
Series - John Hancock Strategic Income Fund, acting not individually but as such
Trustees, and is not valid until countersigned by the Transfer Agent.
The name John Hancock Strategic Series - John Hancock Strategic Income Fund is
the designation of the Trustees under the Declaration of Trust dated April 16,
1986, as amended from time to time. The obligations hereunder are not personally
binding upon, nor shall resort be had to the private property of, any of the
Trustees, shareholders, officers, employees or agents of the Fund, but the Fund
property or a specific portion thereof only shall be bound.
<PAGE>
JOHN HANCOCK STRATEGIC SERIES -
JOHN HANCOCK STRATEGIC INCOME FUND
A MASSACHUSETTS VOLUNTARY ASSOCIATION
CLASS B
JOHN HANCOCK STRATEGIC SERIES
John Hancock Strategic Income Fund
Investment Management Contract
Dated January 1, 1994
<PAGE>
JOHN HANCOCK STRATEGIC SERIES
John Hancock Strategic Income Fund
Boston, Massachusetts
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
Investment Management Contract
Ladies and Gentlemen:
John Hancock Strategic Series (the "Trust") has been organized as a
business trust under the laws of the Commonwealth of Massachusetts to engage
in the business of an investment company. The Trust's shares of beneficial
interest may be classified into series, each series representing the entire
undivided interest in a separate portfolio of assets. Series may be
established or terminated from time to time by action of the Board of
Trustees of the Trust. As of the date hereof, the Trust has two series of
shares, representing interests in John Hancock Strategic Income Fund and John
Hancock Independence Diversified Core Equity Fund.
The Board of Trustees of the Trust (the "Trustees") has selected John
Hancock Advisers, Inc. (the "Adviser") to provide overall investment advice
and management for the John Hancock Strategic Income Fund (the "Fund"), and
to provide certain other services, as more fully set forth below, and the
Adviser is willing to provide such advice, management and services under the
terms and conditions hereinafter set forth. Accordingly, the Trust and the
Adviser agree as follows:
1. Delivery of Documents. The Trust has furnished the Adviser with
copies, properly certified or otherwise authenticated, of each of the
following:
(a) Declaration of Trust of the Trust dated April 16, 1986 as amended
and restated (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Adviser as investment
adviser for the Fund and approving the form of this Agreement; and
(f) commitments, limitations and undertakings made by the Fund to state
securities or "blue sky" authorities for the purpose of qualifying
shares of the Fund for sale in such states.
The Trust will furnish to the Adviser from time to time copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any.
2. Investment and Management Services. The Adviser will use its best
efforts to provide to the Fund continuing and suitable investment programs
with respect to investments, consistent with the investment policies,
objectives and restrictions of the Fund. In the performance of the Adviser's
duties hereunder, subject always (x) to the provisions contained in the
documents delivered to the Adviser pursuant to Section 1, as each of the same
may from time to time be amended or supplemented, and (y) to the limitations
set forth in the registration statement of the Trust, on behalf of the Fund,
as in effect from time to time under the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended (the "1940 Act"), the
Adviser will, at its own expense:
(a) furnish the Fund with advice and recommendations, consistent with
the investment policies, objectives and restrictions of the Fund, with
respect to the purchase, holding and disposition of portfolio securities
including, the purchase and sale of options, alone or in consultation
with any sub-adviser or sub-advisers appointed pursuant to this
Agreement and subject to the provisions of any sub-investment management
contract respecting the responsibilities of such sub-adviser or sub-
advisers;
(b) advise the Fund in connection with policy decisions to be made by
the Trustees or any committee thereof with respect to the Fund's
investments and, as requested, furnish the Fund with research, economic
and statistical data in connection with the Fund's investments and
investment policies;
(c) provide administration of the day-to-day investment operations of
the Fund;
(d) submit such reports relating to the valuation of the Fund's
securities as the Trustees may reasonably request;
(e) assist the Fund in any negotiations relating to the Fund's
investments with issuers, investment banking firms, securities brokers
or dealers and other institutions or investors;
(f) consistent with the provisions of Section 7 of this Agreement, place
orders for the purchase, sale or exchange of portfolio securities with
brokers or dealers selected by the Adviser, provided that in connection
with the placing of such orders and the selection of such brokers or
dealers the Adviser shall seek to obtain execution and pricing within
the policy guidelines determined by the Trustees and set forth in the
Prospectus and Statement of Additional Information of the Fund as in
effect from time to time;
(g) provide office space and office equipment and supplies, the use of
accounting equipment when required, and necessary executive, clerical
and secretarial personnel for the administration of the affairs of the
Fund;
(h) from time to time or at any time requested by the Trustees, make
reports to the Trust of the Adviser's performance of the foregoing
services and furnish advice and recommendations with respect to other
aspects of the business and affairs of the Fund;
(i) maintain all books and records with respect to the Fund's securities
transactions required by the 1940 Act, including sub-paragraphs (b)(5),
(6), (9) and (10) and paragraph (f) of Rule 31a-1 thereunder (other than
those records being maintained by the Fund's custodian or transfer
agent) and preserve such records for the periods prescribed therefor by
Rule 31a-2 of the 1940 Act (the Adviser agrees that such records are the
property of the Trust and will be surrendered to the Trust promptly upon
request therefor);
(j) obtain and evaluate such information relating to economies,
industries, businesses, securities markets and securities as the Adviser
may deem necessary or useful in the discharge of the Adviser's duties
hereunder;
(k) oversee, and use the Adviser's best efforts to assure the
performance of the activities and services of the custodian, transfer
agent or other similar agents retained by the Trust;
(l) give instructions to the Fund's custodian as to deliveries of
securities to and from such custodian and transfer of payment of cash
for the account of the Fund; and
(m) appoint and employ one or more sub-advisers satisfactory to the Fund
under sub-investment management agreements.
3. Expenses paid by the Adviser. The Adviser will pay:
(a) the compensation and expenses of all officers and employees of the
Fund;
(b) the expenses of office rent, telephone and other utilities, office
furniture, equipment, supplies and other expenses of the Fund;
(c) any other expenses incurred by the Adviser in connection with the
performance of its duties hereunder; and
(d) premiums for such insurance as may be agreed upon by the Adviser and
the Trustees.
4. Expenses of the Fund Not Paid by the Adviser. The Adviser will not be
required to pay any expenses which this Agreement does not expressly make
payable by it. In particular, and without limiting the generality of the
foregoing but subject to the provisions of Section 3, the Adviser will not be
required to pay under this Agreement:
(a) any and all expenses, taxes and governmental fees incurred by the
Trust or the Fund prior to the effective date of the Trust's
Post-Effective Amendment No. [___];
(b) without limiting the generality of the foregoing clause (a), the
expenses of organizing the Fund (including without limitation, legal,
accounting and auditing fees and expenses incurred in connection with
the matters referred to in this clause (b)), of initially registering
shares of the Fund under the Securities Act of 1933, as amended, and of
qualifying the shares for sale under state securities laws for the
initial offering and sale of shares;
(c) the compensation and expenses of Trustees who are not interested
persons (as used in this Agreement, such term shall have the meaning
specified in the 1940 Act) of the Adviser and of independent advisers,
independent contractors, consultants, managers and other unaffiliated
agents employed by the Fund other than through the Adviser;
(d) legal, accounting and auditing fees and expenses of the Trust or the
Fund;
(e) the fees and disbursements of custodians and depositories of the
Fund's assets, transfer agents, disbursing agents, plan agents and
registrars;
(f) taxes and governmental fees assessed against the Trust's or the
Fund's assets and payable by the Trust;
(g) the cost of preparing and mailing dividends, distributions, reports,
notices and proxy materials to shareholders of the Fund;
(h) brokers' commissions and underwriting fees; and
(i) the expense of periodic calculations of the net asset value of the
shares of the Fund.
5. Compensation of the Adviser. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Adviser as herein
provided, the Fund will pay to the Adviser monthly in arrears a fee, based on
a stated percentage of the average of the daily net assets of the Fund for
the preceding month as set forth below:
Net Asset Value Annual Rate
First $100,000,000 0.60%
Next $150,000,000 0.45%
Next $250,000,000 0.40%
Next $150,000,000 0.35%
Amount over $650,000,000 0.30%
The "average daily net assets" of the Fund shall be determined on the basis
set forth in the Fund's Prospectus or otherwise consistent with the 1940 Act
and the regulations promulgated thereunder. The Adviser will receive a pro
rata portion of such monthly fee for any periods in which the Adviser serves
as investment adviser to the Fund for less than a full month.
In the event that normal operating expenses of the Fund, exclusive of
certain expenses prescribed by state law, are in excess of any limitation
imposed by the law of a state where the Fund is registered to sell shares of
beneficial interest, the fee payable to the Adviser will be reduced, and the
Adviser will make any additional arrangements necessary to comply with such
law.
In addition to the foregoing, the Adviser may from time to time agree
not to impose all or a portion of its fee otherwise payable hereunder (in
advance of the time such fee or portion thereof would otherwise accrue)
and/or undertake to pay or reimburse the Fund for all or a portion of its
expenses not otherwise required to be borne or reimbursed by the Adviser.
Any such fee reduction or undertaking may be discontinued or modified by the
Adviser at any time.
6. Other Activities of the Adviser and Its Affiliates. Nothing herein
contained shall prevent the Adviser or any affiliate or associate of the
Adviser from engaging in any other business or from acting as investment
adviser or investment manager for any other person or entity, whether or not
having investment policies or portfolios similar to the Fund's; and it is
specifically understood that officers, directors and employees of the Adviser
and those of its parent company, John Hancock Mutual Life Insurance Company,
or other affiliates may continue to engage in providing portfolio management
services and advice to other investment companies, whether or not registered,
to other investment advisory clients of the Adviser or of its affiliates and
to said affiliates themselves.
7. Avoidance of Inconsistent Position. In connection with purchases or
sales of portfolio securities for the account of the Fund, neither the
Adviser nor any of its investment management subsidiaries, nor any of the
Adviser's or such investment management subsidiaries' directors, officers or
employees will act as principal or agent or receive any commission, except as
may be permitted by the 1940 Act and rules and regulations promulgated
thereunder. If any occasions shall arise in which the Adviser advises
persons concerning the shares of the Trust, the Adviser will act solely on
its own behalf and not in any way on behalf of the Trust or the Fund.
Nothing herein contained shall limit or restrict the Adviser or any of
its officers, affiliates or employees from buying, selling or trading in any
securities for its or their own account or accounts. The Trust and Fund
acknowledge the Adviser and its officers, affiliates, and employees, and its
other clients may at any time have, acquire, increase, decrease or dispose of
positions in investments which are at the same time being acquired or
disposed of hereunder. The Adviser shall have no obligation to acquire with
respect to the Fund, a position in any investment which the Adviser, its
officers, affiliates or employees may acquire for its or their own accounts
or for the account of another client, if in the sole discretion of the
Adviser, it is not feasible or desirable to acquire a position in such
investment on behalf of the Fund. Nothing herein contained shall prevent the
Adviser from purchasing or recommending the purchase of a particular security
for one or more funds or clients while other funds or clients may be selling
the same security.
8. No Partnership or Joint Venture. The Trust, the Fund and the Adviser
are not partners of or joint venturers with each other and nothing herein
shall be construed so as to make them such partners or joint venturers or
impose any liability as such on any of them.
9. Name of the Trust and the Fund. The Trust and the Fund may use the
name "John Hancock" or any name derived from or similar to the name "John
Hancock Advisers, Inc." or "John Hancock Mutual Life Insurance Company" only
for so long as this Agreement remains in effect. At such time as this
Agreement shall no longer be in effect, the Trust and the Fund will (to the
extent that they lawfully can) cease to use such a name or any other name
indicating that the Fund is advised by or otherwise connected with the
Adviser. The Trust acknowledges that it has adopted the name "John Hancock
Strategic Series" and the Fund has adopted the name "John Hancock Strategic
Income Fund" through permission of John Hancock Mutual Life Insurance
Company, a Massachusetts insurance company, and agrees that John Hancock
Mutual Life Insurance Company reserves to itself and any successor to its
business the right to grant the non-exclusive right to use the name "John
Hancock" or any similar name to any other corporation or entity, including
but not limited to any investment company of which John Hancock Mutual Life
Insurance Company or any subsidiary or affiliate thereof shall be the
investment adviser.
10. Limitation of Liability of the Adviser. The Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered
by the Trust or the Fund in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Adviser in the performance of
its duties or from reckless disregard by it of its obligations and duties
under this Agreement. Any person, even though also employed by the Adviser,
who may be or become an employee of and paid by the Trust or the Fund shall
be deemed, when acting within the scope of his employment by the Trust or the
Fund, to be acting in such employment solely for the Trust or the Fund and
not as the Adviser's employee or agent.
11. Duration and Termination of this Agreement. This Agreement shall
remain in force until the second anniversary of the date upon which this
Agreement was executed by the parties hereto, and from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually by (a) a majority of the Trustees who are not interested
persons of the Adviser or (other than as Board members) of the Trust or the
Fund, cast in person at a meeting called for the purpose of voting on such
approval, and (b) either (i) the Trustees or (ii) a majority of the
outstanding voting securities of the Fund. This Agreement may, on 60 days'
written notice, be terminated at any time without the payment of any penalty
by the Trust or the Fund by vote of a majority of the outstanding voting
securities of the Fund, by the Trustees or by the Adviser. Termination of
this Agreement with respect to the Fund shall not be deemed to terminate or
otherwise invalidate any provisions of any contract between the Adviser and
any other series of the Trust. This Agreement shall automatically terminate
in the event of its assignment. In interpreting the provisions of this
Section 11, the definitions contained in Section 2(a) of the 1940 Act
(particularly the definitions of "assignment," "interested person" or "voting
security"), shall be applied.
12. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought, and no amendment, transfer,
assignment, sale, hypothecation or pledge of this Agreement shall be
effective until approved by (a) the Trustees, including a majority of the
Trustees who are not interested persons of the Adviser or (other than as
Board members) of the Trust or the Fund, cast in person at a meeting called
for the purpose of voting on such approval, and (b) a majority of the
outstanding voting securities of the Fund, as defined in the 1940 Act.
13. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.
14. Severability. The provisions of this Agreement are independent of and
separable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other
or others of them may be deemed invalid or unenforceable in whole or in part.
15. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The name John Hancock Strategic Series is the
designation of the Trustees under the Declaration of Trust dated April 16,
1986, as amended and restated from time to time. The Declaration of Trust
has been filed with the Secretary of the Commonwealth of Massachusetts. The
obligations of the Trust and the Fund are not personally binding upon, nor
shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Fund, but only the Fund's
property shall be bound. The Trust or the Fund shall not be liable for the
obligations of any other series of the Trust.
Yours very truly,
JOHN HANCOCK STRATEGIC SERIES on behalf
of John Hancock Strategic Income Fund
By: /s/Thomas H. Drohan
Title: Senior Vice President and Secretary
The foregoing contract
is hereby agreed to as
of the date hereof.
JOHN HANCOCK ADVISERS, INC.
By: /s/Robert G. Freedman
Title: President
JOHN HANCOCK STRATEGIC SERIES
John Hancock Utilities Fund
Investment Management Contract
Dated February 1, 1994
<PAGE>
JOHN HANCOCK STRATEGIC SERIES
John Hancock Utilities Fund
Boston, Massachusetts
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
Investment Management Contract
Ladies and Gentlemen:
John Hancock Strategic Series (the "Trust") has been organized as a
business trust under the laws of the Commonwealth of Massachusetts to engage
in the business of an investment company. The Trust's shares of beneficial
interest may be classified into series, each series representing the entire
undivided interest in a separate portfolio of assets. Series may be
established or terminated from time to time by action of the Board of
Trustees of the Trust. As of the date hereof, the Trust has four series of
shares, representing interests in John Hancock Strategic Income Fund, John
Hancock Diversified Core Equity Fund, John Hancock Strategic Municipal Fund
and John Hancock Utilities Fund.
The Board of Trustees of the Trust (the "Trustees") has selected John
Hancock Advisers, Inc. (the "Adviser") to provide overall investment advice
and management for John Hancock Utilities Fund (the "Fund"), and to provide
certain other services, as more fully set forth below, and the Adviser is
willing to provide such advice, management and services under the terms and
conditions hereinafter set forth. Accordingly, the Trust and the Adviser
agree as follows:
1. Delivery of Documents. The Trust has furnished the Adviser with
copies, properly certified or otherwise authenticated, of each of the
following:
(a) Declaration of Trust of the Trust dated April 16, 1986, as
amended and restated (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Adviser as investment
adviser for the Fund and approving the form of this Agreement;
(d) commitments, limitations and undertakings made by the Fund to
state securities or "blue sky" authorities for the purpose of qualifying
shares of the Fund for sale in such states.
The Trust will furnish to the Adviser from time to time copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any.
2. Investment and Management Services. The Adviser will use its best
efforts to provide to the Fund continuing and suitable investment programs
with respect to investments, consistent with the investment policies,
objectives and restrictions of the Fund. In the performance of the Adviser's
duties hereunder, subject always (x) to the provisions contained in the
documents delivered to the Adviser pursuant to Section 1, as each of the same
may from time to time be amended or supplemented, and (y) to the limitations
set forth in the registration statement of the Trust, on behalf of the Fund,
as in effect from time to time under the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended (the "1940 Act"), the
Adviser will, at its own expense:
(a) furnish the Fund with advice and recommendations, consistent with
the investment policies, objectives and restrictions of the Fund, with
respect to the purchase, holding and disposition of portfolio securities
including, the purchase and sale of options;
(b) advise the Fund in connection with policy decisions to be made by
the Trustees or any committee thereof with respect to the Fund's investments
and, as requested, furnish the Fund with research, economic and statistical
data in connection with the Fund's investments and investment policies;
(c) provide administration of the day-to-day investment operations of
the Fund;
(d) submit such reports relating to the valuation of the Fund's
securities as the Trustees may reasonably request;
(e) assist the Fund in any negotiations relating to the Fund's
investments with issuers, investment banking firms, securities brokers or
dealers and other institutions or investors;
(f) consistent with the provisions of Section 7 of this Agreement,
place orders for the purchase, sale or exchange of portfolio securities with
brokers or dealers selected by the Adviser, provided that in connection with
the placing of such orders and the selection of such brokers or dealers the
Adviser shall seek to obtain execution and pricing within the policy
guidelines determined by the Trustees and set forth in the Prospectus and
Statement of Additional Information of the Fund as in effect from time to
time;
(g) provide office space and office equipment and supplies, the use
of accounting equipment when required, and necessary executive, clerical and
secretarial personnel for the administration of the affairs of the Fund;
(h) from time to time or at any time requested by the Trustees, make
reports to the Trust of the Adviser's performance of the foregoing services
and furnish advice and recommendations with respect to other aspects of the
business and affairs of the Fund;
(i) maintain all books and records with respect to the Fund's securities
transactions required by the 1940 Act, including sub-paragraphs (b)(5), (6),
(9) and (10) and paragraph (f) of Rule 31a-1 thereunder (other than those
records being maintained by the Fund's custodian or transfer agent) and
preserve such records for the periods prescribed therefor by Rule 31a-2 of the
1940 Act (the Adviser agrees that such records are the property of the Trust
and will be surrendered to the Trust promptly upon request therefor);
(j) obtain and evaluate such information relating to economies,
industries, businesses, securities markets and securities as the Adviser may
deem necessary or useful in the discharge of the Adviser's duties hereunder;
(k) oversee, and use the Adviser's best efforts to assure the
performance of the activities and services of the custodian, transfer agent
or other similar agents retained by the Trust;
(l) give instructions to the Fund's custodian as to deliveries of
securities to and from such custodian and transfer of payment of cash for the
account of the Fund; and
(m) appoint and employ one or more sub-advisers satisfactory to the
Fund under sub-investment management agreements.
3. Expenses paid by the Adviser. The Adviser will pay:
(a) the compensation and expenses of all officers and employees of
the Trust;
(b) the expenses of office rent, telephone and other utilities,
office furniture, equipment, supplies and other expenses of the Fund;
(c) any other expenses incurred by the Adviser in connection with the
performance of its duties hereunder; and
(d) premiums for such insurance as may be agreed upon by the Adviser
and the Trustees.
4. Expenses of the Fund Not Paid by the Adviser. The Adviser will not be
required to pay any expenses which this Agreement does not expressly make
payable by it. In particular, and without limiting the generality of the
foregoing but subject to the provisions of Section 3, the Adviser will not be
required to pay under this Agreement:
(a) The expenses of organizing the Fund (including without
limitation, legal, accounting and auditing fees and expenses incurred in
connection with the matters referred to in this clause (a)), of initially
registering shares of the Fund under the Securities Act of 1933, as amended,
and of qualifying the shares for sale under state securities laws for the
initial offering and sale of shares;
(b) the compensation and expenses of Trustees who are not interested
persons (as used in this Agreement, such term shall have the meaning
specified in the 1940 Act) of the Adviser and of independent advisers,
independent contractors, consultants, managers and other unaffiliated agents
employed by the Fund other than through the Adviser;
(c) legal, accounting and auditing fees and expenses of the Trust or
the Fund;
(d) the fees and disbursements of custodians and depositories of the
Fund's assets, transfer agents, disbursing agents, plan agents and registrars;
(e) taxes and governmental fees assessed against the Trust's or the
Fund's assets and payable by the Trust;
(f) the cost of preparing and mailing dividends, distributions,
reports, notices and proxy materials to shareholders of the Fund;
(g) brokers' commissions and underwriting fees; and
(h) the expense of periodic calculations of the net asset value of
the shares of the Fund.
5. Compensation of the Adviser. For all services to be rendered, facilities
furnished and expenses paid or assumed by the Adviser as herein provided, the
Fund will pay to the Adviser monthly in arrears a fee at the annual rate of
0.70% of the Fund's average daily net assets up to and including $250 million
and 0.50% of the Fund's average daily net asset value in excess of $250
million during the preceding month. The "average daily net assets" of the Fund
shall be determined on the basis set forth in the Fund's Prospectus or
otherwise consistent with the 1940 Act and the regulations promulgated
thereunder. The Adviser will receive a pro rata portion of such monthly fee
for any periods in which the Adviser serves as investment adviser to the Fund
for less than a full month.
In the event that normal operating expenses of the Fund, exclusive of
certain expenses prescribed by state law, are in excess of any limitation
imposed by the law of a state where the Fund is registered to sell shares of
beneficial interest, the fee payable to the Adviser will be reduced to the
extent required by law, and the Adviser will make any additional arrangements
that the Adviser is required by law to make.
In addition to the foregoing, the Adviser may from time to time agree
not to impose all or a portion of its fee otherwise payable hereunder (in
advance of the time such fee or portion thereof would otherwise accrue)
and/or undertake to pay or reimburse the Fund for all or a portion of its
expenses not otherwise required to be borne or reimbursed by the Adviser.
Any such fee reduction or undertaking may be discontinued or modified by the
Adviser at any time.
6. Other Activities of the Adviser and Its Affiliates. Nothing herein
contained shall prevent the Adviser or any affiliate or associate of the
Adviser from engaging in any other business or from acting as investment
adviser or investment manager for any other person or entity, whether or not
having investment policies or portfolios similar to those of the Fund; and it
is specifically understood that officers, directors and employees of the
Adviser and those of its parent company, John Hancock Mutual Life Insurance
Company, or other affiliates may continue to engage in providing portfolio
management services and advice to other investment companies, whether or not
registered, to other investment advisory clients of the Adviser or of its
affiliates and to said affiliates themselves.
7. Avoidance of Inconsistent Position. In connection with purchases or
sales of portfolio securities for the account of the Fund, neither the
Adviser nor any of its investment management subsidiaries, nor any of the
Adviser's or such investment management subsidiaries' directors, officers or
employees will act as principal or agent or receive any commission, except as
may be permitted by the 1940 Act and rules and regulations promulgated
thereunder. If any occasions shall arise in which the Adviser advises
persons concerning the shares of the Trust, the Adviser will act solely on
its own behalf and not in any way on behalf of the Trust or the Fund.
Nothing herein contained shall limit or restrict the Adviser or any of
its officers, affiliates or employees from buying, selling or trading in any
securities for its or their own account or accounts. The Trust and Fund
acknowledge the Adviser and its officers, affiliates, and employees, and its
other clients may at any time have, acquire, increase, decrease or dispose of
positions in investments which are at the same time being acquired or disposed
of hereunder. The Adviser shall have no obligation to acquire with respect to
the Fund, a position in any investment which the Adviser, its officers,
affiliates or employees may acquire for its or their own accounts or for the
account of another client, if in the sole discretion of the Adviser, it is not
feasible or desirable to acquire a position in such investment on behalf of
the Fund. Nothing herein contained shall prevent the Adviser from purchasing
or recommending the purchase of a particular security for one or more funds or
clients while other funds or clients may be selling the same security.
8. No Partnership or Joint Venture. The Trust, the Fund and the Adviser
are not partners of or joint venturers with each other and nothing herein
shall be construed so as to make them such partners or joint venturers or
impose any liability as such on any of them.
9. Name of the Trust and the Fund. The Trust and the Fund may use the
name "John Hancock" or any name derived from or similar to the name "John
Hancock Advisers, Inc." or "John Hancock Mutual Life Insurance Company" only
for so long as this Agreement remains in effect. At such time as this
Agreement shall no longer be in effect, the Trust and the Fund will (to the
extent that they lawfully can) cease to use such names or any other names
indicating that the Fund is advised by or otherwise connected with the
Adviser. The Trust acknowledges that it has adopted the name "John Hancock
Strategic Series" and that the Fund has adopted the name "John Hancock
Utilities Fund" through permission of John Hancock Mutual Life Insurance
Company and agrees that John Hancock Mutual Life Insurance Company reserves
to itself and any successor to its business the right to grant the
non-exclusive right to use the name "John Hancock" or any similar name to any
other corporation or entity, including but not limited to any investment
company of which John Hancock Mutual Life Insurance Company or any subsidiary
or affiliate thereof shall be the investment adviser.
10. Limitation of Liability of the Adviser. The Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered
by the Trust or the Fund in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Adviser in the performance of
its duties or from reckless disregard by it of its obligations and duties
under this Agreement. Any person, even though also employed by the Adviser,
who may be or become an employee of and paid by the Trust or the Fund shall
be deemed, when acting within the scope of his employment by the Trust or the
Fund, to be acting in such employment solely for the Trust or the Fund and
not as the Adviser's employee or agent.
11. Duration and Termination of this Agreement. This Agreement shall
remain in force until January 1, 1995, and from year to year thereafter, but
only so long as such continuance is specifically approved at least annually
by (a) a majority of the Trustees who are not interested persons of the
Adviser or (other than as Board members) of the Trust or the Fund, cast in
person at a meeting called for the purpose of voting on such approval, and
(b) either (i) the Trustees or (ii) a majority of the outstanding voting
securities of the Fund. This Agreement may, on 60 days' written notice, be
terminated at any time without the payment of any penalty by the Trust or the
Fund by vote of a majority of the outstanding voting securities of the Fund,
by the Trustees or by the Adviser. Termination of this Agreement with
respect to the Fund shall not be deemed to terminate or otherwise invalidate
any provisions of any contract between the Adviser and any other series of
the Trust. This Agreement shall automatically terminate in the event of its
assignment. In interpreting the provisions of this Section 11, the
definitions contained in Section 2(a) of the 1940 Act (particularly the
definitions of "assignment," "interested person" and "voting security"),
shall be applied.
12. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought, and no amendment, transfer,
assignment, sale, hypothecation or pledge of this Agreement shall be
effective until approved by (a) the Trustees, including a majority of the
Trustees who are not interested persons of the Adviser or (other than as
Board members) of the Trust or the Fund, cast in person at a meeting called
for the purpose of voting on such approval, and (b) a majority of the
outstanding voting securities of the Fund, as defined in the 1940 Act.
13. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.
14. Severability. The provisions of this Agreement are independent of and
separable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other
or others of them may be deemed invalid or unenforceable in whole or in part.
15. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The name John Hancock Strategic Series is the
designation of the Trustees under the Declaration of Trust dated April 16,
1986, as amended from time to time. The Declaration of Trust has been filed
with the Secretary of the Commonwealth of Massachusetts. The obligations of
the Trust and the Fund are not personally binding upon, nor shall resort be
had to the private property of, any of the Trustees, shareholders, officers,
employees or agents of the Trust, but only the property of the Trust and the
Fund, respectively, shall be bound. The Fund shall not be liable for the
obligations of any other series of the Trust.
Yours very truly,
JOHN HANCOCK STRATEGIC SERIES on behalf
of John Hancock Utilities Fund
By: /s/Thomas H. Drohan
Title: Senior Vice President and Secretary
The foregoing contract
is hereby agreed to as
of the date hereof.
JOHN HANCOCK ADVISERS, INC.
By: /s/Robert G. Freedman
Title: /s/ President
JOHN HANCOCK STRATEGIC SERIES
John Hancock Independence Diversified Core Equity Fund
Investment Management Contract
Dated August __, 1995
<PAGE>
JOHN HANCOCK STRATEGIC SERIES
John Hancock Independence Diversified Core Equity Fund
Boston, Massachusetts
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
Investment Management Contract
Ladies and Gentlemen:
John Hancock Strategic Series (the "Trust") has been organized as a
business trust under the laws of the Commonwealth of Massachusetts to engage
in the business of an investment company. The Trust's shares of beneficial
interest may be classified into series, each series representing the entire
undivided interest in a separate portfolio of assets. Series may be
established or terminated from time to time by action of the Board of
Trustees of the Trust. As of the date hereof, the Trust has two series of
shares, representing interests in John Hancock Strategic Income Fund and John
Hancock Independence Diversified Core Equity Fund.
The Board of Trustees of the Trust (the "Trustees") has selected John
Hancock Advisers, Inc. (the "Adviser") to provide overall investment advice
and management for the John Hancock Independence Diversified Core Equity Fund
(the "Fund"), and to provide certain other services, as more fully set forth
below, and the Adviser is willing to provide such advice, management and
services under the terms and conditions hereinafter set forth. Accordingly,
the Trust and the Adviser agree as follows:
1. Delivery of Documents. The Trust has furnished the Adviser with
copies, properly certified or otherwise authenticated, of each of the
following:
(a) Declaration of Trust of the Trust dated April 16, 1986 as amended
and restated (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Adviser as investment
adviser for the Fund and approving the form of this Agreement;
(d) Resolutions of the Trustees approving the form of the Sub-Adviser's
contract by and among the Adviser, Independence Investment Associates, Inc.
("IIA") and the Trust on behalf of the Fund (the "Sub-Investment Management
Contract");
(e) the Sub-Investment Management Contract; and
(f) commitments, limitations and undertakings made by the Fund to state
securities or "blue sky" authorities for the purpose of qualifying shares of
the Fund for sale in such states.
The Trust will furnish to the Adviser from time to time copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any.
2. Investment and Management Services. The Adviser will use its best
efforts to provide to the Fund continuing and suitable investment programs
with respect to investments, consistent with the investment policies,
objectives and restrictions of the Fund. In the performance of the Adviser's
duties hereunder, subject always (x) to the provisions contained in the
documents delivered to the Adviser pursuant to Section 1, as each of the same
may from time to time be amended or supplemented, and (y) to the limitations
set forth in the registration statement of the Trust, on behalf of the Fund,
as in effect from time to time under the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended (the "1940 Act"), the
Adviser will, at its own expense:
(a) furnish the Fund with advice and recommendations, consistent with
the investment policies, objectives and restrictions of the Fund, with
respect to the purchase, holding and disposition of portfolio securities
including, the purchase and sale of options, alone or in consultation with
any sub-adviser or sub-advisers appointed pursuant to this Agreement and
subject to the provisions of any sub-investment management contract
respecting the responsibilities of such sub-adviser or sub-advisers;
(b) advise the Fund in connection with policy decisions to be made by
the Trustees or any committee thereof with respect to the Fund's investments
and, as requested, furnish the Fund with research, economic and statistical
data in connection with the Fund's investments and investment policies;
(c) provide administration of the day-to-day investment operations of
the Fund;
(d) submit such reports relating to the valuation of the Fund's
securities as the Trustees may reasonably request;
(e) assist the Fund in any negotiations relating to the Fund's
investments with issuers, investment banking firms, securities brokers or
dealers and other institutions or investors;
(f) consistent with the provisions of Section 7 of this Agreement, place
orders for the purchase, sale or exchange of portfolio securities with brokers
or dealers selected by the Adviser, provided that in connection with the
placing of such orders and the selection of such brokers or dealers the
Adviser shall seek to obtain execution and pricing within the policy
guidelines determined by the Trustees and set forth in the Prospectus and
Statement of Additional Information of the Fund as in effect from time to
time;
(g) provide office space and office equipment and supplies, the use of
accounting equipment when required, and necessary executive, clerical and
secretarial personnel for the administration of the affairs of the Fund;
(h) from time to time or at any time requested by the Trustees, make
reports to the Trust of the Adviser's performance of the foregoing services
and furnish advice and recommendations with respect to other aspects of the
business and affairs of the Fund;
(i) maintain all books and records with respect to the Fund's securities
transactions required by the 1940 Act, including sub-paragraphs (b)(5), (6),
(9) and (10) and paragraph (f) of Rule 31a-1 thereunder (other than those
records being maintained by the Fund's custodian or transfer agent) and
preserve such records for the periods prescribed therefor by Rule 31a-2 of the
1940 Act (the Adviser agrees that such records are the property of the Trust
and will be surrendered to the Trust promptly upon request therefor);
(j) obtain and evaluate such information relating to economies,
industries, businesses, securities markets and securities as the Adviser may
deem necessary or useful in the discharge of the Adviser's duties hereunder;
(k) oversee, and use the Adviser's best efforts to assure the
performance of the activities and services of the custodian, transfer agent or
other similar agents retained by the Trust;
(l) give instructions to the Fund's custodian as to deliveries of
securities to and from such custodian and transfer of payment of cash for the
account of the Fund; and
(m) appoint and employ one or more sub-advisers satisfactory to the Fund
under sub-investment management agreements.
3. Expenses paid by the Adviser. The Adviser will pay:
(a) the compensation and expenses of all officers and employees of the
Fund;
(b) the expenses of office rent, telephone and other utilities, office
furniture, equipment, supplies and other expenses of the Fund;
(c) any other expenses incurred by the Adviser in connection with the
performance of its duties hereunder; and
(d) premiums for such insurance as may be agreed upon by the Adviser and
the Trustees.
4. Expenses of the Fund Not Paid by the Adviser. The Adviser will not be
required to pay any expenses which this Agreement does not expressly make
payable by it. In particular, and without limiting the generality of the
foregoing but subject to the provisions of Section 3, the Adviser will not be
required to pay under this Agreement:
(a) The expenses of organizing the Fund (including without limitation,
legal, accounting and auditing fees and expenses incurred in connection with
the matters referred to in this clause (a)), of initially registering shares
of the Fund under the Securities Act of 1933, as amended, and of qualifying
the shares for sale under state securities laws for the initial offering and
sale of shares;
(b) the compensation and expenses of Trustees who are not interested
persons (as used in this Agreement, such term shall have the meaning specified
in the 1940 Act) of the Adviser and of independent advisers, independent
contractors, consultants, managers and other unaffiliated agents employed by
the Fund other than through the Adviser;
(c) legal, accounting and auditing fees and expenses of the Trust or the
Fund;
(d) the fees and disbursements of custodians and depositories of the
Fund's assets, transfer agents, disbursing agents, plan agents and registrars;
(e) taxes and governmental fees assessed against the Trust's or the
Fund's assets and payable by the Trust;
(f) the cost of preparing and mailing dividends, distributions, reports,
notices and proxy materials to shareholders of the Fund;
(g) brokers' commissions and underwriting fees; and
(h) the expense of periodic calculations of the net asset value of the
shares of the Fund.
5. Compensation of the Adviser. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Adviser as herein
provided, the Fund will pay to the Adviser monthly in arrears a fee based on
a stated percentage of the Fund's average daily net assets during the
preceding month as follows:
Net Asset Value Annual Rate
First $750,000,000................. 0.75%
Amount over $750,000,000........... 0.70%
The "average daily net assets" of the Fund shall be determined on the basis
set forth in the Fund's Prospectus or otherwise consistent with the 1940 Act
and the regulations promulgated thereunder. The Adviser will receive a pro
rata portion of such monthly fee for any periods in which the Adviser serves
as investment adviser to the Fund for less than a full month.
In the event that normal operating expenses of the Fund, exclusive of
certain expenses prescribed by state law, are in excess of any limitation
imposed by the law of a state where the Fund is registered to sell shares of
beneficial interest, the fee payable to the Adviser will be reduced to the
extent required by law, and the Adviser will make any additional arrangements
that the Adviser is required by law to make.
In addition to the foregoing, the Adviser may from time to time agree
not to impose all or a portion of its fee otherwise payable hereunder (in
advance of the time such fee or portion thereof would otherwise accrue)
and/or undertake to pay or reimburse the Fund for all or a portion of its
expenses not otherwise required to be borne or reimbursed by the Adviser.
Any such fee reduction or undertaking may be discontinued or modified by the
Adviser at any time.
6. Other Activities of the Adviser and Its Affiliates. Nothing herein
contained shall prevent the Adviser or any affiliate or associate of the
Adviser from engaging in any other business or from acting as investment
adviser or investment manager for any other person or entity, whether or not
having investment policies or portfolios similar to the Fund's; and it is
specifically understood that officers, directors and employees of the Adviser
and those of its parent company, John Hancock Mutual Life Insurance Company,
or other affiliates may continue to engage in providing portfolio management
services and advice to other investment companies, whether or not registered,
to other investment advisory clients of the Adviser or of its affiliates and
to said affiliates themselves.
7. Avoidance of Inconsistent Position. In connection with purchases or
sales of portfolio securities for the account of the Fund, neither the
Adviser nor any of its investment management subsidiaries, nor any of the
Adviser's or such investment management subsidiaries' directors, officers or
employees will act as principal or agent or receive any commission, except as
may be permitted by the 1940 Act and rules and regulations promulgated
thereunder. If any occasions shall arise in which the Adviser advises
persons concerning the shares of the Trust, the Adviser will act solely on
its own behalf and not in any way on behalf of the Trust or the Fund.
Nothing herein contained shall limit or restrict the Adviser or any of
its officers, affiliates or employees from buying, selling or trading in any
securities for its or their own account or accounts. The Trust and Fund
acknowledge the Adviser and its officers, affiliates, and employees, and its
other clients may at any time have, acquire, increase, decrease or dispose of
positions in investments which are at the same time being acquired or
disposed of hereunder. The Adviser shall have no obligation to acquire with
respect to the Fund, a position in any investment which the Adviser, its
officers, affiliates or employees may acquire for its or their own accounts
or for the account of another client, if in the sole discretion of the
Adviser, it is not feasible or desirable to acquire a position in such
investment on behalf of the Fund. Nothing herein contained shall prevent the
Adviser from purchasing or recommending the purchase of a particular security
for one or more funds or clients while other funds or clients may be selling
the same security.
8. No Partnership or Joint Venture. The Trust, the Fund and the Adviser
are not partners of or joint venturers with each other and nothing herein
shall be construed so as to make them such partners or joint venturers or
impose any liability as such on any of them.
9. Name of the Trust and the Fund. The Trust and the Fund may use the
name "John Hancock" or any name derived from or similar to the name "John
Hancock Advisers, Inc." or "John Hancock Mutual Life Insurance Company" only
for so long as this Agreement remains in effect. At such time as this
Agreement shall no longer be in effect, the Trust and the Fund will (to the
extent that they lawfully can) cease to use such names or any other names
indicating that the Fund is advised by or otherwise connected with the
Adviser. The Trust acknowledges that it has adopted the name "John Hancock
Strategic Series" and the Fund has adopted the name "John Hancock
Independence Diversified Core Equity Fund" through permission of John Hancock
Mutual Life Insurance Company and agrees that John Hancock Mutual Life
Insurance Company reserves to itself and any successor to its business the
right to grant the non-exclusive right to use the name "John Hancock" or any
similar name to any other corporation or entity, including but not limited to
any investment company of which John Hancock Mutual Life Insurance Company or
any subsidiary or affiliate thereof shall be the investment adviser.
10. Limitation of Liability of the Adviser. The Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered
by the Trust or the Fund in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Adviser in the performance of
its duties or from reckless disregard by it of its obligations and duties
under this Agreement. Any person, even though also employed by the Adviser,
who may be or become an employee of and paid by the Trust or the Fund shall
be deemed, when acting within the scope of his employment by the Trust or the
Fund, to be acting in such employment solely for the Trust or the Fund and
not as the Adviser's employee or agent.
11. Duration and Termination of this Agreement. This Agreement shall
remain in force until the second anniversary of the date upon which this
Agreement was executed by the parties hereto, and from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually by (a) a majority of the Trustees who are not interested
persons of the Adviser or (other than as Board members) of the Trust or the
Fund, cast in person at a meeting called for the purpose of voting on such
approval, and (b) either (i) the Trustees or (ii) a majority of the
outstanding voting securities of the Fund. This Agreement may, on 60 days'
written notice, be terminated at any time without the payment of any penalty
by the Trust or the Fund by vote of a majority of the outstanding voting
securities of the Fund, by the Trustees or by the Adviser. Termination of
this Agreement with respect to the Fund shall not be deemed to terminate or
otherwise invalidate any provisions of any contract between the Adviser and
any other series of the Trust. This Agreement shall automatically terminate
in the event of its assignment. In interpreting the provisions of this
Section 11, the definitions contained in Section 2(a) of the 1940 Act
(particularly the definitions of "assignment," "interested person" or "voting
security"), shall be applied.
12. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought, and no amendment, transfer,
assignment, sale, hypothecation or pledge of this Agreement shall be
effective until approved by (a) the Trustees, including a majority of the
Trustees who are not interested persons of the Adviser or (other than as
Board members) of the Trust or the Fund, cast in person at a meeting called
for the purpose of voting on such approval, and (b) a majority of the
outstanding voting securities of the Fund, as defined in the 1940 Act.
13. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.
14. Severability. The provisions of this Agreement are independent of and
separable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other
or others of them may be deemed invalid or unenforceable in whole or in part.
15. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The name John Hancock Strategic Series is the
designation of the Trustees under the Declaration of Trust dated April 16,
1986, as amended and restated from time to time. The Declaration of Trust
has been filed with the Secretary of the Commonwealth of Massachusetts. The
obligations of the Trust and the Fund are not personally binding upon, nor
shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Fund, but only the Fund's
property shall be bound. The Trust or the Fund shall not be liable for the
obligations of any other series of the Trust.
Yours very truly,
JOHN HANCOCK STRATEGIC SERIES on behalf
of John Hancock Independence Diversified
Core Equity Fund
By:_______________________________
Title: Senior Vice President and Secretary
The foregoing contract
is hereby agreed to as
of the date hereof.
JOHN HANCOCK ADVISERS, INC.
By:____________________________
Title: President
JOHN HANCOCK STRATEGIC SERIES
John Hancock Independence Diversified Core Equity Fund
Sub-Investment Management Contract
Dated August ___, 1995
<PAGE>
JOHN HANCOCK ADVISERS, INC.
Boston, Massachusetts
JOHN HANCOCK STRATEGIC SERIES
-- John Hancock Independence Diversified
Core Equity Fund
101 Huntington Avenue
Boston, Massachusetts 02199
INDEPENDENCE INVESTMENT
ASSOCIATES, INC.
One Liberty Square
Boston, Massachusetts 02109
Sub-Investment Management Contract
Ladies and Gentlemen:
John Hancock Strategic Series (the "Trust") has been organized as a
business trust under the laws of The Commonwealth of Massachusetts to engage
in the business of an investment company. The Trust's shares of beneficial
interest may be classified into series, each series representing the entire
undivided interest in a separate portfolio of assets. Series may be
established or terminated from time to time by action of the Board of
Trustees of the Trust. As of the date hereof, the Trust has two series of
shares, representing interests in John Hancock Strategic Income Fund and John
Hancock Independence Diversified Core Equity Fund.
The Board of Trustees of the Trust (the "Trustees") has selected John
Hancock Advisers, Inc. (the "Adviser") to provide overall investment advice
and management for the John Hancock Independence Diversified Core Equity Fund
(the "Fund"), and to provide certain other services, under the terms and
conditions provided in the Investment Management Contract, dated as of the
date hereof, between the Trust, the Fund and the Adviser (the "Investment
Management Contract").
The Adviser and the Trustees have selected Independence Investment
Associates, Inc. (the "Sub-Adviser") to provide the Adviser and the Fund with
the advice and services set forth below, and the Sub-Adviser is willing to
provide such advice and services, subject to the review of the Trustees and
overall supervision of the Adviser, under the terms and conditions
hereinafter set forth. The Sub-Adviser hereby represents and warrants that
it is registered as an investment adviser under the Investment Advisers Act
of 1940, as amended. Accordingly, the Trust, on behalf of the Fund, and the
Adviser agree with the Sub-Adviser as follows:
1. Delivery of Documents. The Trust has furnished the Sub-Adviser with
copies, properly certified or otherwise authenticated, of each of the
following:
(a) Declaration of Trust of the Trust, dated April 16, 1986, as
amended (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees approving the form of this Agreement
by and among the Adviser, the Sub-Adviser and the Trust, on behalf of the
Fund;
(d) Resolutions of the Trustees selecting the Adviser as investment
adviser for the Fund and approving the form of the Investment Management
Contract;
(e) the Investment Management Contract;
(f) commitments, limitations and undertakings made by the Fund to
state securities or "blue sky" authorities for the purpose of qualifying
shares of the Fund for sale in such states;
(g) the Fund's portfolio compliance checklists; and
(h) the Fund's current Registration Statement, including the Fund's
Prospectus and Statement of Additional Information.
The Trust will furnish to the Sub-Adviser from time to time copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any.
2. Investment Services. The Sub-Adviser will use its best efforts to
provide to the Fund continuing and suitable investment advice with respect to
investments, consistent with the investment policies, objectives and
restrictions of the Fund as set forth in the Fund's Prospectus and Statement
of Additional Information. In the performance of the Sub-Adviser's duties
hereunder, subject always (x) to the provisions contained in the documents
delivered to the Sub-Adviser pursuant to Section 1, as each of the same may
from time to time be amended or supplemented, and (y) to the limitations set
forth in the Registration Statement of the Trust, on behalf of the Fund, as
in effect from time to time under the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended (the "1940 Act"), the
Sub-Adviser will, at its own expense:
(a) furnish the Adviser and the Fund with advice and recommendations,
consistent with the investment policies, objectives and restrictions of the
Fund as set forth in the Fund's Prospectus and Statement of Additional
Information, with respect to the purchase, holding and disposition of
portfolio securities including, the purchase and sale of options;
(b) furnish the Adviser and the Fund with advice as to the manner in
which voting rights, subscription rights, rights to consent to corporate
action and any other rights pertaining to the Fund's assets shall be
exercised, the Fund having the responsibility to exercise such voting and
other rights;
(c) furnish the Adviser and the Fund with research, economic and
statistical data in connection with the Fund's investments and investment
policies;
(d) submit such reports relating to the valuation of the Fund's
securities as the Trustees may reasonably request;
(e) subject to prior consultation with the Adviser, engage in
negotiations relating to the Fund's investments with issuers, investment
banking firms, securities brokers or dealers and other institutions or
investors;
(f) consistent with provisions of Section 7 of this Agreement, place
orders for the purchase, sale or exchange of portfolio securities with
brokers or dealers selected by the Adviser or the Sub-Adviser, provided that
in connection with the placing of such orders and the selection of such
brokers or dealers the Sub-Adviser shall seek to obtain execution and pricing
within the policy guidelines determined by the Trustees and set forth in the
Prospectus and Statement of Additional Information of the Fund as in effect
and furnished to the Sub-Adviser from time to time;
(g) from time to time or at any time requested by the Adviser or the
Trustees, make reports to the Adviser or the Trust of the Sub-Adviser's
performance of the foregoing services;
(h) subject to the supervision of the Adviser, maintain all books and
records with respect to the Fund's securities transactions required by the
1940 Act, and preserve such records for the periods prescribed therefor by
the 1940 Act (the Sub-Adviser agrees that such records are the property of
the Trust and copies will be surrendered to the Trust promptly upon request
therefor);
(i) give instructions to the Fund's custodian as to deliveries of
securities to and from such custodian and transfer of payment of cash for the
account of the Fund, and advise the Adviser on the same day such instructions
are given; and
(j) cooperate generally with the Fund and the Adviser to provide
information necessary for the preparation of registration statements and
periodic reports to be filed with the Securities and Exchange Commission,
including Form N-1A, periodic statements, shareholder communications and
proxy materials furnished to holders of shares of the Fund, filings with
state "blue sky" authorities and with United States agencies responsible for
tax matters, and other reports and filings of like nature.
3. Expenses Paid by the Sub-Adviser. The Sub-Adviser will pay the cost of
maintaining the staff and personnel necessary for it to perform its
obligations under this Agreement, the expenses of office rent, telephone,
telecommunications and other facilities it is obligated to provide in order
to perform the services specified in Section 2, and any other expenses
incurred by it in connection with the performance of its duties hereunder.
<PAGE>
4. Expenses of the Fund Not Paid by the Sub-Adviser. The Sub-Adviser will
not be required to pay any expenses which this Agreement does not expressly
make payable by the Sub-Adviser. In particular, and without limiting the
generality of the foregoing but subject to the provisions of Section 3, the
Sub-Adviser will not be required to pay under this Agreement:
(a) the compensation and expenses of Trustees and of independent
advisers, independent contractors, consultants, managers and other agents
employed by the Trust or the Fund other than through the Sub-Adviser;
(b) legal, accounting and auditing fees and expenses of the Trust or
the Fund;
(c) the fees and disbursements of custodians and depositories of the
Trust or the Fund's assets, transfer agents, disbursing agents, plan agents
and registrars;
(d) taxes and governmental fees assessed against the Trust or the
Fund's assets and payable by the Trust or the Fund;
(e) the cost of preparing and mailing dividends, distributions,
reports, notices and proxy materials to shareholders of the Trust or the Fund
except that the Sub-Adviser shall bear the costs of providing the information
referred to in Section 2(j) to the Adviser;
(f) brokers' commissions and underwriting fees; and
(g) the expense of periodic calculations of the net asset value of
the shares of the Fund.
5. Compensation of the Sub-Adviser. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Sub-Adviser as
herein provided for the Fund, the Adviser will pay the Sub-Adviser quarterly,
in arrears, a fee at the annual rate of 55% of the investment advisory fee
payable to the Adviser for the preceding 3 months.
The "average daily net assets" of the Fund shall be determined on the
basis set forth in the Fund's Prospectus or otherwise consistent with the
1940 Act and the regulations promulgated thereunder. The Sub-Adviser will
receive a pro rata portion of such monthly fee for any periods in which the
Sub-Adviser advises the Fund less than a full month. The Fund shall not be
liable to the Sub-Adviser for the Sub-Adviser's compensation hereunder.
Calculations of the Sub-Adviser's fee will be based on average net asset
values as provided by the Adviser.
In addition to the foregoing, the Sub-Adviser may from time to time
agree not to impose all or a portion of its fee otherwise payable hereunder
(in advance of the time such fee or portion thereof would otherwise accrue)
and/or undertake to pay or reimburse the Fund for all or a portion of its
expenses not otherwise required to be borne or reimbursed by it. Any such
fee reduction or undertaking may be discontinued or modified by the
Sub-Adviser at any time.
6. Other Activities of the Sub-Adviser and Its Affiliates. Nothing herein
contained shall prevent the Sub-Adviser or any associate of the Sub-Adviser
from engaging in any other business or from acting as investment adviser or
investment manager for any other person or entity, whether or not having
investment policies or portfolios similar to the Fund's; and it is
specifically understood that officers, directors and employees of the
Sub-Adviser and those of its parent company, John Hancock Mutual Life
Insurance Company, or other affiliates may continue to engage in providing
portfolio management services and advice to other investment companies,
whether or not registered, to other investment advisory clients of the
Sub-Adviser or its affiliates and to said affiliates themselves.
7. Avoidance of Inconsistent Position. In connection with purchases or
sales of portfolio securities for the account of the Fund, neither the
Sub-Adviser nor any of its investment management subsidiaries nor any of such
investment management subsidiaries' directors, officers or employees will act
as principal or agent or receive any commission, except as may be permitted
by the 1940 Act and rules and regulations promulgated thereunder. The
Sub-Adviser shall not knowingly recommend that the Fund purchase, sell or
retain securities of any issuer in which the Sub-Adviser has a financial
interest without obtaining prior approval of the Adviser prior to the
execution of any such transaction.
Nothing herein contained shall limit or restrict the Sub-Adviser or any
of its officers, affiliates or employees from buying, selling or trading in
any securities for its or their own account or accounts. The Trust and Fund
acknowledge the Sub-Adviser and its officers, affiliates, and employees, and
its other clients may at any time have, acquire, increase, decrease or
dispose of positions in investments which are at the same time being acquired
or disposed of hereunder. The Sub-Adviser shall have no obligation to
acquire with respect to the Fund, a position in any investment which the
Sub-Adviser, its officers, affiliates or employees may acquire for its or
their own accounts or for the account of another client, if in the sole
discretion of the Sub-Adviser, it is not feasible or desirable to acquire a
position in such investment on behalf of the Fund. Nothing herein contained
shall prevent the Sub-Adviser from purchasing or recommending the purchase of
a particular security for one or more funds or clients while other funds or
clients may be selling the same security.
8. No Partnership or Joint Venture. The Trust, the Fund, the Adviser and
the Sub-Adviser are not partners of or joint venturers with each other and
nothing herein shall be construed so as to make them such partners or joint
venturers or impose any liability as such on any of them.
9. Name of Fund. The Trust and the Fund may use the name "Independence"
or any name similar to "Independence Investment Associates, Inc." only for so
long as this Agreement remains in effect. At such time as this Agreement
shall no longer be in effect, the Fund will (to the extent that it lawfully
can) cease to use such names or any other names indicating that the Fund is
advised by or otherwise connected with the Sub-Adviser. The Fund
acknowledges that it has adopted a name that includes the name "Independence"
through permission of the Sub-Adviser and agrees that the Sub-Adviser
reserves to itself and any successor to its business the right to grant the
non-exclusive right to use the name "Independence" or any similar name to any
other corporation or entity, including but not limited to any investment
company of which it or any of its subsidiaries or affiliates shall be the
investment adviser.
10. Limitation of Liability of Sub-Adviser. The Sub-Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered
by the Trust or the Fund or the Adviser in connection with the matters to
which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the Sub-Adviser's part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement. Any person, even though also employed by
the Sub-Adviser, who may be or become an employee of and paid by the Trust or
the Fund shall be deemed, when acting within the scope of his employment by
the Trust or the Fund, to be acting in such employment solely for the Trust
or the Fund and not as the Sub-Adviser's employee or agent.
11. Duration and Termination of this Agreement. This Agreement shall
remain in force until the second anniversary of the date upon which this
Agreement was executed by the parties hereto, and from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually by (a) a majority of the Trustees who are not interested
persons of the Adviser, the Sub-Adviser, or (other than as Board members) of
the Trust or the Fund, cast in person at a meeting called for the purpose of
voting on such approval, and (b) either (i) the Trustees or (ii) a majority
of the outstanding voting securities of the Fund. This Agreement may, on 60
days' written notice, be terminated at any time without the payment of any
penalty by the Trust or the Fund by vote of a majority of the outstanding
voting securities of the Fund, by the Trustees, the Adviser or the
Sub-Adviser. Termination of this Agreement with respect to the Fund shall
not be deemed to terminate or otherwise invalidate any provisions of any
contract between the Sub-Adviser and any other series of the Trust. This
Agreement shall automatically terminate in the event of its assignment or upon
termination of the Investment Management Contract. In interpreting the
provisions of this Section 11, the definitions contained in Section 2(a) of
the 1940 Act (particularly the definitions of "assignment," "interested person"
or "voting security"), shall be applied.
12. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought, and no amendment, transfer,
assignment, sale, hypothecation or pledge of this Agreement shall be
effective until approved by (a) the Trustees, including a majority of the
Trustees who are not interested persons of the Adviser, the Sub-Adviser, or
(other than as Board members) of the Trust or the Fund, cast in person at a
meeting called for the purpose of voting on such approval, and (b) a majority
of the outstanding voting securities of the Fund, as defined in the 1940 Act.
13. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.
14. Severability. The provisions of this Agreement are independent of and
separable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other
or others of them may be deemed invalid or unenforceable in whole or in part.
15. Miscellaneous. (a) The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The name John Hancock Strategic Series is the
designation of the Trustees under the Declaration of Trust dated April 16,
1986, as amended from time to time. The Declaration of Trust has been filed
with the Secretary of The Commonwealth of Massachusetts. The obligations of
the Trust and the Fund are not personally binding upon, nor shall resort be
had to the private property of, any of the Trustees, shareholders, officers,
employees or agents of the Fund, but only the Fund's property shall be
bound. The Trust or the Fund shall not be liable for the obligations of any
other series of the Trust. (b) Any information supplied by the Sub-Adviser,
which is not otherwise in the public domain, in connection with the
performance of its duties hereunder is to be regarded as confidential and for
use only by the Fund and/or its agents, and only in connection with the Fund
and its investments.
Yours very truly,
JOHN HANCOCK ADVISERS, INC.
By _________________________
Title: Chairman & CEO
The foregoing contract
is hereby agreed to as
of the date hereof.
JOHN HANCOCK STRATEGIC SERIES
on behalf of John Hancock
Independence Diversified
Core Equity Fund
By: _______________________
Title: Senior Vice President & Secretary
INDEPENDENCE INVESTMENT
ASSOCIATES, INC.
By: _______________________
Title: President
August 1, 1991
John Hancock Broker Distribution Services, Inc.
Boston, Massachusetts
Distribution Agreement
Dear Sir:
John Hancock Strategic Series (the "Fund") has been organized as a business
trust under the laws of the Commonwealth of Massachusetts to engage in the
business of an investment company. The Fund's Board of Directors has
selected you to act as principal underwriter (as such term is defined in
Section 2(a)(29) of the Investment Company Act of 1940, as amended) of the
shares of beneficial interest ("shares") of the Fund and you are willing, as
agent for the Fund, to sell the shares to the public, to broker-dealers or to
both, in the manner and on the conditions hereinafter set forth.
Accordingly, the Fund hereby agrees with you as follows:
1. Delivery of Documents. The Fund will furnish you promptly with copies,
properly certified or otherwise authenticated, of any registration statements
filed by it with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, or the Investment Company Act of 1940, as amended,
together with any financial statements and exhibits included therein, and all
amendments or supplements thereto hereafter filed.
2. Registration and Sale of Additional Shares. The Fund will from time to
time use its best efforts to register under the Securities Act of 1933, as
amended, such shares not already so registered as you may reasonably be
expected to sell as agent on behalf of the Fund. This Agreement relates to
the issue and sale of shares that are duly authorized and registered and
available for sale by the Fund if, but only if, the Fund sees fit to sell
them. You and the Fund will cooperate in taking such action as may be
necessary from time to time to qualify shares for sale in Massachusetts and
in any other states mutually agreeable to you and the Fund, and to maintain
such qualification if and so long as such shares are duly registered under
the Securities Act of 1933, as amended.
3. Solicitation of Orders. You will use your best efforts (but only in
states in which you may lawfully do so) to obtain from investors
unconditional orders for shares authorized for issue by the Fund and
registered under the Securities Act of 1933, as amended, provided that you
may in your discretion refuse to accept orders for such shares from any
particular applicant.
<PAGE>
4. Sale of Shares. Subject to the provisions of Sections 5 and 6 hereof
and to such minimum purchase requirements as may from time to time be
currently indicated in the Fund's prospectus, you are authorized to sell as
agent on behalf of the Fund authorized and issued shares registered under the
Securities Act of 1933, as amended. Such sales may be made by you on behalf
of the Fund by accepting unconditional orders to purchase such shares placed
with your investors. The sales price to the public of such shares shall be
the public offering price as defined in Section 6 hereof.
5. Sale of Shares to Investors by the Fund. Any right granted to you to
accept orders for shares or make sales on behalf of the Fund will not apply
to shares issued in connection with the merger or consolidation of any other
investment company with the Fund or its acquisition, by purchase or
otherwise, of all or substantially all the assets of any investment company
or substantially all the outstanding shares of any such company, and such
right shall not apply to shares that may be offered or otherwise issued by
the Fund to shareholders by virtue of their being shareholders of the Fund.
6. Public Offering Price. All shares sold by you as agent for the Fund
will be sold at the public offering price, which will be determined in the
manner provided in the Fund's prospectus or statement of additional
information, as now in effect or as it may be amended.
7. No Sales Discount. The Fund shall receive the applicable net asset
value on all sales of shares by you as agent of the Fund.
8. Delivery of Payments. You will deliver to the Transfer Agent all
payments made pursuant to orders accepted by you, and accompanied by proper
applications for the purchase of shares, no later than the first business day
following the receipt by you in your home office of such payments and
applications.
9. Suspension of Sales. If and whenever a suspension of the right of
redemption or a postponement of the date of payment or redemption has been
declared pursuant to the Fund's Articles of Incorporation and has become
effective, then, until such suspension or postponement is terminated, no
further orders for shares shall be accepted by you except such unconditional
orders placed with you before you have knowledge of the suspension. The Fund
reserves the right to suspend the sale of shares and your authority to accept
orders for shares on behalf of the Fund if, in the judgment of a majority of
the Fund's Board of Directors, it is in the best interests of the Fund to do
so, such suspension to continue for such period as may be determined by such
majority; and in that event, no shares will be sold by the Fund or by you on
behalf of the Fund while such suspension remains in effect except for shares
necessary to cover unconditional orders accepted by you before you had
knowledge of the suspension.
<PAGE>
10. Expenses. The Fund will pay (or will enter into arrangements providing
that persons other than you will pay) all fees and expenses in connection
with the preparation and filing of any registration statement and prospectus
or amendments thereto under the Securities Act of 1933, as amended, covering
the issue and sale of shares and in connection with the qualification of
shares for sale in the various states in which the fund shall determine it
advisable to qualify such shares for sale. It will also pay the issue taxes
or (in the case of shares redeemed) any initial transfer taxes thereon. You
will pay all expenses of printing prospectuses and other sales literature,
all fees and expenses in connection with your qualification as a dealer in
various states, and all other expenses in connection with the sale and
offering for sale of the shares of the Fund which have not been herein
specifically allocated to the Fund.
11. Conformity with Law. You agree that in selling the shares you will duly
conform in all respects with the laws of the United States and any state in
which such shares may be offered for sale by you pursuant to this Agreement.
12. Indemnification. You agree to indemnify and hold harmless the Fund and
each of its Board members and officers and each person, if any, who controls
the Fund within the meaning of Section 15 of the Securities Act of 1933, as
amended, against any and all losses, claims, damages, liabilities or
litigation (including legal and other expenses) to which the Fund or such
Board members, officers or controlling person may become subject under such
Act, under any other statute, at common law or otherwise, arising out of the
acquisition of any shares by any person which (a) may be based upon any
wrongful act by you or any of your employees or representatives or (b) may be
based upon any untrue statement or alleged untrue statement of a material
fact contained in a registration statement, prospectus or statement of
additional information covering shares of the Fund or any amendment thereof
or supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading if such statement or omission was made in
reliance upon information furnished or confirmed in writing to the Fund by
you, or (c) may be incurred or arise by reason of your acting as the Fund's
agent instead of purchasing and reselling shares as principal in distributing
shares to the public, provided that in no case is your indemnity in favor of
a Board member or officer of the Fund or any other person deemed to protect
such Board member or officer of the Fund or other person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties or by reason of his reckless disregard of obligations and duties under
this Agreement.
<PAGE>
You are not authorized to give any information or to make any
representations on behalf of the Fund or in connection with the sale of
shares other than the information and representations contained in a
registration statement, prospectus, or statement of additional information
covering shares, as such registration statement, prospectus and statement of
additional information may be amended or supplemented from time to time. No
person other than you is authorized to act as principal underwriter for the
Fund.
13. Duration and Termination of this Agreement. This Agreement shall remain
in force until the conclusion of the first meeting of shareholders of the
Fund following the first public offering of shares and, if approved at that
meeting, from year to year thereafter, but only so long as such continuance
is specifically approved at least annually by (a) a majority of the Board of
Directors who are not interested persons of you (other than as Board members)
or of the Fund, cast in person at a meeting called for the purpose of voting
on such approval, and (b) either (i) the Board of Directors of the Fund, or
(ii) a majority of the outstanding voting securities of the Fund. This
Agreement may, on 60 days' written notice, be terminated at any time, without
the payment of any penalty, by the Board of Directors of the Fund, by a vote
of a majority of the outstanding voting securities of the Fund, or by you.
This Agreement will automatically terminate in the event of its assignment by
you. In interpreting the provisions of this Section 13, the definitions
contained in Section 2(a) of the Investment Company Act of 1940 (particularly
the definitions of "interested person", "assignment" and "voting security")
shall be applied.
14. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought. If the Fund should at any time
deem it necessary or advisable in the best interests of the Fund that any
amendment of this agreement be made in order to comply with the
recommendations or requirements of the Securities and Exchange Commission or
other governmental authority or to obtain any advantage under state or
federal tax laws and should notify you of the form of such amendment, and the
reasons therefor, and if you should decline to assent to such amendment, the
Fund may terminate this agreement forthwith. If you should at any time
request that a change be made in the Fund's Certificate of Incorporation or
By-Laws, or in its methods of doing business, in order to comply with any
requirements of federal law or regulations of the Securities and Exchange
Commission or of a national securities association of which you are or may be
a member, relating to the sale of shares, and the Fund should not make such
necessary change within a reasonable time, you may terminate this Agreement
forthwith.
<PAGE>
15. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Very truly yours,
JOHN HANCOCK STRATEGIC SERIES
By: /s/Edward J. Boudreau, Jr.
Chairman
The foregoing Agreement is hereby
accepted as of the date hereof.
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
By: /s/C. Troy Shaver, Jr.
President
JOHN HANCOCK STRATEGIC SERIES
John Hancock Utilities Fund
Amendment to
Distribution Agreement
WHEREAS, the John Hancock Strategic Series, a Massachusetts business
trust (the "Trust"), has entered into a Distribution Agreement, dated as of
August 1, 1991 (the "Agreement"), with John Hancock Broker Distribution
Services, Inc. ("JH") with respect to its three existing series of shares:
John Hancock Strategic Income Fund, John Hancock Diversified Core Equity Fund
and John Hancock Strategic Municipal Fund (the "Existing Funds");
WHEREAS, the Board of Trustees of the Trust has determined to establish
a new series of shares of the Trust designated as John Hancock Utilities Fund
("Utilities Fund");
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Reference in the Agreement to the Trust and shares of beneficial
interest of the Trust shall be deemed to refer to both the Existing Funds and
Utilities Fund.
2. The obligations of the Trust are not personally binding upon, nor
shall resort be had to the property of, any of the Trustees, shareholders,
officers, employees or agents of the Trust, but the Trust's property only
shall be bound. No series of the Trust shall be liable for the obligations
of any other series.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed on the 1st day of February, 1994.
JOHN HANCOCK STRATEGIC SERIES
on behalf of John Hancock Utilities
Fund
By: /s/ Robert G. Freedman
JOHN HANCOCK BROKER DISTRIBUTION SERVICES,
INC.
By: /s/ C. Troy Shaver, Jr.
SOLICITING DEALER AGREEMENT
[LOGO]
JOHN HANCOCK FUNDS, INC.
BOSTON -- MASSACHUSETTS -- 02199-7603
<PAGE>
JOHN HANCOCK FUNDS, INC.
101 HUNTINGTON AVENUE
BOSTON, MA 02199-7603
SOLICITING DEALER AGREEMENT
Date
------------------------------
John Hancock Funds, Inc. ("the Distributor" or "Distributor") is the
principal distributor of the shares of beneficial interest (the "securities")
of each of the John Hancock Funds, ("We" or "us"), (the "Funds"). Such Funds
are those listed on Schedule A hereto which may be amended or supplemented from
time to time by the Distributor to include additional Funds for which the
Distributor is the principal distributor. You represent that you are a member
of the National Association of Securities Dealers, Inc., (the "NASD") and,
accordingly, we invite you to become a non-exclusive soliciting dealer to
distribute the securities of the Funds and you agree to solicit orders for the
purchase of the securities on the following terms. Securities are offered
pursuant to each Fund's prospectus and statement of additional information, as
such prospectus and statement of additional information may be amended from
time to time. To the extent that the prospectus or statement of additional
information contains provisions that are inconsistent with the terms of this
Agreement, the terms of the prospectus or statement of additional information
shall be controlling.
OFFERINGS
1. You agree to abide by the Rules of Fair Practice of the NASD and to all
other rules and regulations that are now or may become applicable to
transactions hereunder.
2. As principal distributor of the Funds, we shall have full authority to
take such action as we deem advisable in respect of all matters pertaining to
the distribution. This offer of shares of the Funds to you is made only in
such jurisdictions in which we may lawfully sell such shares of the Funds.
3. You shall not make any representation concerning the Funds or their
securities except those contained in the then- current prospectus or
statement of additional information for each Fund.
4. With the exception of listings of product offerings, you agree not to
furnish or cause to be furnished to any person or display, or publish any
information or materials relating to any Fund (including, without limitation,
promotional materials, sales literature, advertisements, press releases,
announcements, posters, signs and other similar materials), except such
information and materials as may be furnished to you by the Distributor or the
Fund. All other materials must receive written approval by the Distributor
before distribution or display to the public. Use of all approved advertising
and sales literature materials is restricted to appropriate distribution
channels.
5. You are not authorized to act as our agent. Nothing shall constitute you
as a syndicate, association, joint venture, partnership, unincorporated
business, or other separate entity or otherwise partners with us, but you shall
be liable for your proportionate share of any tax, liability or expense based
on any claim arising from the sale of shares of the Funds under this Agreement.
We shall not be under any liability to you, except for obligations expressly
assumed by us in this Agreement and liabilities under Section 11(f) of the
Securities Act of 1933, and no obligations on our part shall be implied or
inferred herefrom.
-2-
<PAGE>
6. DEALER COMPLIANCE/SUITABILITY STANDARDS (CLASS A AND CLASS B SHARES) -
Certain mutual funds distributed by the Distributor are being offered with two
or more classes of shares of the same investment portfolio ("Fund") - refer to
each Fund prospectus for availability and details. It is essential that the
following minimum compliance/suitability standards be adhered to in offering
and selling shares of these Funds to investors. All dealers offering shares of
the Funds and their associated persons agree to comply with these general
suitability and compliance standards.
SUITABILITY
With two classes of shares of certain funds available to individual
investors, (Class A and Class B), it is important that each investor purchases
not only the fund that best suits his or her investment objective but also the
class of shares that offers the most beneficial distribution financing method
for the investor based upon his or her particular situation and preferences.
Fund share recommendations and orders must be carefully reviewed by you and
your registered representatives in light of all the facts and circumstances, to
ascertain that the class of shares to be purchased by each investor is
appropriate and suitable. These recommendations should be based on several
factors, including but not limited to:
(A) the amount of money to be invested initially and over a period of
time;
(B) the current level of front-end sales load or back-end sales load
imposed by the Fund;
(C) the period of time over which the client expects to retain the
investment;
(D) the anticipated level of yield from fixed income funds' Class A and
Class B shares;
(E) any other relevant circumstances such as the availability of
reduced sales charges under letters of intent and/or rights of
accumulation.
There are instances when one distribution financing method may be more
appropriate than another. For example, shares subject to a front-end sales
charge may be more appropriate than shares subject to a contingent deferred
sales charge for large investors who qualify for a significant quantity
discount on the front-end sales charge. In addition, shares subject to a
contingent deferred sales charge may be more appropriate for investors whose
orders would not qualify for quantity discounts and who, therefore, may prefer
to defer sales charges and also for investors who determine it to be
advantageous to have all of their funds invested without deduction of a
front-end sales commission. However, if it is anticipated that an investor may
redeem his or her shares within a short period of time, the investor may,
depending on the amount of his or her purchase, bear higher distribution
expenses by purchasing contingent deferred sales charge shares than if he or
she had purchased shares subject to a front-end sales charge.
COMPLIANCE
Your supervisory procedures should be adequate to assure that an
appropriate person reviews and approves transactions entered into pursuant to
this Soliciting Dealer Agreement for compliance with the foregoing standards.
In certain instances, it may be appropriate to discuss the purchase with the
registered representatives involved or to review the advantages and
disadvantages of selecting one class of shares over another with the client.
The Distributor will not accept orders for Class B Shares in any Fund from you
for accounts maintained in street name. Trades for Class B Shares will only be
accepted in the name of the shareholder.
7. CLASS C SHARES - Certain mutual funds distributed by the Distributor may be
offered with Class C shares. Refer to each Fund prospectus for availability
and details. Class C shares are designed for institutional investors and
qualified benefit plans, including pension funds, and are sold without a sales
charge or 12b-1 fee. If a commission is paid to you for transactions in Class
C shares, it will be paid by the Distributor out of its own resources.
SALES
8. Orders for securities received by you from investors will be for the sale
of the securities at the public offering price, which will be the net asset
value per share as determined in the manner provided in the relevant Fund's
prospectus, as now in effect or as amended from time to time, next after
receipt by us (or the relevant Fund's transfer agent) of the purchase
application and payment for the securities, plus the relevant sales charges set
forth in the relevant Fund's then- current prospectus (the "Public Offering
Price"). The procedures relating to the handling of orders shall be subject to
our instructions which we will forward from time to time to you. All orders
are subject to acceptance by us, and we reserve the right in our sole
discretion to reject any order.
-3-
<PAGE>
In addition to the foregoing, you acknowledge and agree to the initial
and subsequent investment minimums, which may vary from year to year, as
described in the then-current prospectus for each Fund.
9. You agree to sell the securities only (a) to your customers at the public
offering price then in effect, or (b) back to the Funds at the currently quoted
net asset value.
10. The amount of sales charge to be reallowed to you (the "Reallowance") as a
percentage of the offering price is set forth in the then-current prospectus of
each Fund.
If a sales charge on the purchase is reduced in accordance with the
provisions of the relevant Fund's then-current prospectus pertaining to
"Methods of Obtaining Reduced Sales Charges," the Reallowance shall be reduced
pro rata.
11. We shall pay a Reallowance subject to the provisions of this agreement as
set forth in Schedule B hereto on all purchases made by your customers pursuant
to orders accepted by us (a) where an order for the purchase of securities is
obtained by a registered representative in your employ and remitted to us
promptly by you, (b) where a subsequent investment is made to an account
established by a registered representative in your employ or (c) where a
subsequent investment is made to an account established by a broker/dealer
other than you and is accompanied by a signed request from the account
shareholder that your registered representative receive the Reallowance for
that investment and/or for subsequent investments made in such account. If for
any reason, a purchase transaction is reversed, you shall not be entitled to
receive or retain any part of the Reallowance on such purchase and shall pay to
us on demand in full the amount of the Reallowance received by you in
connection with any such purchase. We may withhold and retain from the amount
of the Reallowance due you a sum sufficient to discharge any amount due and
payable by you to us.
12. Certain of the Funds have adopted a plan under Investment Company Act
Rule 12b-1 ("Distribution Plan" as described in the the prospectus). To the
extent you provide distribution and marketing services in the promotion of the
sale of shares of these Funds, including furnishing services and assistance to
your customers who invest in and own shares of such Funds and including, but
not limited to, answering routine inquiries regarding such Funds and assisting
in changing distribution options, account designations and addresses, you may
be entitled to receive compensation from us as set forth in Schedule C hereto.
All compensation, including 12b-1 fees, shall be payable to you only to the
extent that funds are received and in the possession of the Distributor.
13. We will advise you as to the jurisdictions in which we believe the shares
have been qualified for sale under the respective securities or "blue sky" laws
of such jurisdictions, but we assume no responsibility or obligations as to
your right to sell the shares of the Funds in any state or jurisdiction.
14. Orders may be placed through:
John Hancock Funds, Inc.
101 Huntington Avenue
Boston, MA 02199-7603
1-800-338-4265
SETTLEMENT
15. Settlements for wire orders shall be made within five business days after
our acceptance of your order to purchase shares of the Funds. Certificates,
when requested, will be delivered to you upon payment in full of the sum due
for the sale of the shares of the Funds. If payment is not so received or
made, we reserve the right forthwith to cancel the sale, or, at our option, to
liquidate the shares of the Fund subject to such sale at the then prevailing
net asset value, in which latter case you will agree to be responsible for any
loss resulting to the Funds or to us from your failure to make payments as
aforesaid.
-4-
<PAGE>
INDEMNIFICATION
16. The parties to this agreement hereby agree to indemnify and hold harmless
each other, their officers and directors, and any person who is or may be
deemed to be a controlling person of each other, from and against any losses,
claims, damages, liabilities or expenses (including reasonable fees of
counsel), whether joint or several, to which any such person or entity may
become subject insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) arise out of or are based upon, (a) any untrue
statement or alleged untrue statement of material fact, or any omission or
alleged omission to state a material fact made or omitted by it herein, or, (b)
any willful misfeasance or gross misconduct by it in the performance of its
duties and obligations hereunder.
17. NSCC INDEMNITY - SHAREHOLDER AND HOUSE ACCOUNTS - In consideration of the
Distributor and John Hancock Investor Services Corporation ("Investor
Services") liquidating, exchanging, and/or transferring unissued shares of the
Funds for your customers without the use of original or underlying
documentation supporting such instructions (e.g., a signed stock power or
signature guarantee), you hereby agree to indemnify the Distributor, Investor
Services and each respective Fund against any losses, including reasonable
attorney's fees, that may arise from such liquidation exchange, and/or
transfer of unissued shares upon your direction. This indemnification shall
apply only to the liquidation, exchange and/or transfer of unissued shares in
shareholder and house accounts executed as wire orders transmitted via NSCC's
Fund/SERVsystem. You represent and warrant to the Funds, the Distributor and
Investor Services that all such transactions shall be properly authorized by
your customers.
The indemnification in this Section 16 shall not apply to any losses
(including attorney's fees) caused by a failure of the Distributor, Investor
Services or a Fund to comply with any of your instructions governing any of the
above transactions, or any negligent act or omission of the Distributor,
Investor Services or a Fund, or any of their directors, officers, employees or
agents. All transactions shall be settled upon your confirmation through NSCC
transmission to Investor Services.
The Distributor, Investor Services or you may revoke the indemnity
contained in this Section 16 upon prior written notice to each of the other
parties hereto, and in the case of such revocation, this indemnity agreement
shall remain effective as to trades made prior to such revocation.
MISCELLANEOUS
18. We will supply to you at our expense additional copies of the prospectus
and statement of additional information for each of the Funds and any printed
information supplemental to such material in reasonable quantities upon
request.
19. Any notice to you shall be duly given if mailed or telegraphed to you at
your address as registered from time to time with the NASD.
20. Miscellaneous provisions, if any, are attached hereto and incorporated
herein by reference.
21. This agreement, which shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, may be terminated by any party hereto at any
time upon written notice.
-5-
<PAGE>
SOLICITING DEALER
-------------------------------------------------
Name of Organization
By:-------------------------------------------------
Authorized Signature of Soliciting Dealer
-------------------------------------------------
Please Print or Type Name
-------------------------------------------------
Title
-------------------------------------------------
Print or Type Address
-------------------------------------------------
Telephone Number
Date:
-------------------------------------------------
In order to service you efficiently, please provide the following
information on your Mutual Funds Operations Department:
OPERATIONS MANAGER:
---------------------------------------------
ORDER ROOM MANAGER:
---------------------------------------------
OPERATIONS ADDRESS:
---------------------------------------------
---------------------------------------------
TELEPHONE: FAX:
-------------------------------- ------------------------------
<TABLE>
<S> <C>
TO BE COMPLETED BY: TO BE COMPLETED BY:
JOHN HANCOCK FUNDS, INC. JOHN HANCOCK INVESTOR
SERVICES CORPORATION
BY: BY:
------------------------------------------- -------------------------------------------
- ---------------------------------------------- ----------------------------------------------
TITLE TITLE
</TABLE>
DEALER NUMBER:
------------------------------------
-6-
<PAGE>
JOHN HANCOCK
MUTUAL FUNDS
John Hancock Broker Distrubution Services, Inc.
101 Huntington Avenue Boston, MA 02199-7608 1-800-225-5291
/s/ John Hancock
<PAGE>
JOHN HANCOCK FUNDS, INC.
SCHEDULE A
DATED JANUARY 1, 1995 TO THE
SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS
<TABLE>
<S> <C>
John Hancock Sovereign Achievers Fund John Hancock National Aviation & Technology Fund
John Hancock Sovereign Investors Fund John Hancock Regional Bank Fund
John Hancock Sovereign Balanced Fund John Hancock Gold and Government Fund
John Hancock Sovereign Bond Fund John Hancock Global Rx Fund
John Hancock Sovereign U.S. Government Income Fund John Hancock Global Technology Fund
John Hancock Special Equities Fund* John Hancock Global Fund
John Hancock Special Opportunities Fund John Hancock Pacific Basin Equities Fund
John Hancock Discovery Fund John Hancock Global Income Fund
John Hancock Growth Fund John Hancock International Fund
John Hancock Strategic Income Fund John Hancock Global Resources Fund
John Hancock Limited-Term Government Fund John Hancock Emerging Growth Fund
John Hancock Cash Management Fund John Hancock Capital Growth Fund
John Hancock Managed Tax-Exempt Fund John Hancock Growth & Income Fund
John Hancock Tax-Exempt Income Fund John Hancock High Yield Bond Fund
John Hancock Tax-Exempt Series Fund John Hancock Investment Quality Bond Fund
John Hancock Special Value Fund John Hancock Government Securities Fund
John Hancock Strategic Short-Term Income Fund John Hancock U.S. Government Fund
John Hancock CA Tax-Free Fund John Hancock Government Income Fund
John Hancock High Yield Tax-Free Fund John Hancock Intermediate Government Fund
John Hancock Tax-Free Bond Fund John Hancock Adjustable U.S. Government Fund
John Hancock U.S. Government Cash Reserve Fund John Hancock Cash Reserve Money Market B Fund
</TABLE>
From time to time John Hancock Funds, Inc., as principal distributor of the
John Hancock funds, will offer additional funds for sale. These funds will
automatically become part of this Agreement and will be subject to all its
provisions unless otherwise directed by John Hancock Funds, Inc.
*Closed to new investors as of 9/30/94
<PAGE>
JOHN HANCOCK FUNDS, INC.
SCHEDULE B
DATED JANUARY 1, 1995 TO THE
SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS
I. REALLOWANCE
The Reallowance paid to the selling Brokers for sales of John Hancock
Funds is set forth in each Fund's then- current prospectus. No Commission will
be paid on sales of John Hancock Cash Management Fund or any John Hancock Fund
that is without a sales charge. Purchases of Class A shares of $1 million or
more, or purchases into an account or accounts whose aggregate value of fund
shares is $1 million or more will be made at net asset value with no initial
sales charge. On purchases of this type, John Hancock Funds, Inc. will pay a
commission as set forth in each Fund's then-current prospectus. John Hancock
Funds, Inc. will pay Brokers for sales of Class B shares of the Funds a
marketing fee as set forth in each Fund's then-current prospectus.
<PAGE>
JOHN HANCOCK FUNDS, INC.
SCHEDULE C
DATED JANUARY 1, 1995 TO THE
SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS
FIRST YEAR SERVICE FEES
Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, John Hancock Funds, Inc. will advance to you a First Year
Service Fee related to the purchase of Class A shares (only if subject to sales
charge) or Class B shares of any of the Funds, as the case may be, sold by your
firm. This Service Fee will be compensation for your personal service and/or
the maintenance of shareholder accounts ("Customer Servicing") during the
twelve-month period immediately following the purchase of such shares, in the
amount not to exceed .25 of 1% of net assets invested in Class A shares or
Class B shares of the Fund, as the case may be, purchased by your customers.
SERVICE FEE SUBSEQUENT TO THE FIRST YEAR
Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, the Distributor will pay you quarterly, in arrears, a
Service Fee commencing at the end of the twelve month period immediately
following the purchase of Class A shares (only if subject to sales charge) or
Class B shares, as the case may be, sold by your firm, for Customer Servicing,
in an amount not to exceed .25 of 1% of the average daily net assets
attributable to the Class A shares or Class B shares of the Fund, as the case
may be, purchased by your customers, provided your firm has under management
with the Funds combined average daily net assets for the preceding quarter of
no less than $1 million, or an individual representative of your firm has under
management with the Funds combined average daily net assets for the preceding
quarter of no less than $250,000 (an "Eligible Firm").
<PAGE>
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
SCHEDULE D
DATED JULY 1, 1992 TO THE
SOLICITING DEALER AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK MUTUAL FUNDS
No broker/dealer shall represent the FUnds or Distribution Services in any
written communications without prior receipt of written approval from John
Hancock Broker Distribution Services, Inc. This includes but is not limited to
all advertising, public relations, marketing and sales literature, and media
contacts.
Further, subsequent to the creation of such materialsbefore written
approval from JHBDS will be given, a copy of the NASD review document
applicable to such materials must be furnished to John Hancock Broker
Distribution Services, Inc. for its review and files.
FOR PURPOSES OF THIS SCHEDULE D, THE FOLLOWING TERMS ARE DEFINED:
Advertising:
materials designed for the mass market, e.g. print ads, radio and tv
commercials, billboards, etc.
Sales literature:
materials designed for a directed market, e.g. prospecting letters,
brochures, mailers, stuffers, etc.
Coop Advertising:
advertising materials (as defined above) used by selling group members
for which John Hancock pays some or all of the costs of publication
whether the materials were developed by JHBDS Marketing or not.
John Hancock Broker Distribution Services, Inc. Approval of Advertising:
Approval has four meanings:approval of the material itself from a
marketing perspective (JHBDS product managers), proactive compliance
officer), parent company corporate advertising approval (John Hancock
Mutual Life Insurance Company Advertising Dept. personnel) and
approval for use and related cost-sharing arrangements (national sales
coordinators).
NASD Filing:
Materials created by JHBDS will be filed with the NASD by the JHBDS
Compliance Department. Materials not created by JHBDS but to be
included in the coop program will be filed with the NASD by the
broker-dealer creating the materials. However, prior to use of the
materials in our coop program, we will need a copy of the final
version of the material as well as the NASD comment letter. When this
is received, the above approvals can be obtained.
FINANCIAL INSTITUTION
SALES AND SERVICE AGREEMENT
[LOGO]
JOHN HANCOCK FUNDS, INC.
Boston - Massachusetts - 02199-7603
<PAGE>
JOHN HANCOCK FUNDS, INC.
101 HUNTINGTON AVENUE
BOSTON, MA 02199-7603
FINANCIAL INSTITUTION
SALES AND SERVICE AGREEMENT
Date
--------------------------------
John Hancock Funds, Inc. ("The Distributor", or "Distributor"), ("We" or
"us"), is the principal distributor of the shares of beneficial interest (the
"securities") of each of the John Hancock Funds (the "Funds"). Such Funds are
those listed on Schedule A hereto which may be amended or supplemented from
time to time by the Distributor to include additional Funds for which the
Distributor is the principal distributor. You hereby represent that you are a
"bank" as defined in Section 3(a)(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and at the time of each transaction in shares of
the Funds, are not required to register as a broker/dealer under the Exchange
Act or regulations thereunder. We invite you to become a non-exclusive
soliciting financial institution ("Financial Institution") to distribute the
securities of the Funds and you agree to solicit orders for the purchase of the
securities on the following terms. Securities are offered pursuant to each
Fund's prospectus and statement of additional information, as such prospectus
and statement of additional information may be amended from time to time. To
the extent that the prospectus or statement of additional information contains
provisions that are inconsistent with the terms of this Agreement, the terms of
the prospectus or statement of additional information shall be controlling.
OFFERINGS
1. You represent and warrant that you will use your best efforts to ensure
that any purchase of shares of the Funds by your customers constitutes a
suitable investment for such customers. You acknowledge that you will base
such a decision of suitability on all the facts you have gathered about your
customer's financial situation, investment objectives, risk tolerance and
sophistication.
2. You represent and warrant that a copy of the then-current prospectus of a
Fund will be delivered to your customer before any purchase of shares of that
Fund are effected for that customer. You shall not effect any transaction in,
or induce any purchase or sale of, any shares of the Funds by means of any
manipulative, deceptive or other fraudulent device or contrivance, and shall
otherwise deal equitably and fairly with your customers with respect to
transactions in shares of a Fund.
3. You represent and warrant that you will not make shares of any Fund
available to your customers, including your fiduciary customers, except in
compliance with all Federal and state laws and rules and regulations of
regulatory agencies or authorities applicable to you, or any of your affiliates
engaging in such activity, which may affect your business practices. You
confirm that you are not in violation of any banking law or regulations as to
which you are subject. You agree that you will comply with the requirements of
Banking Circular 274 issued by the Office of the Comptroller of the Currency in
offering shares of the Funds to your customers. We agree that we will comply
with all Federal and state laws and rules and regulations of regulatory
agencies or authorities applicable to us. We and you acknowledge and agree
that the offering of shares of the Funds pursuant to this agreement is subject
to the oversight of your management and the regulatory authorities by which you
are subject to review, and that appropriate records and materials relating to
any activity by you or us undertaken pursuant to this agreement may be accessed
by bank examiners in the due course of any regulatory review to which you may
be subject.
4. As principal distributor of the Funds, we shall have full authority to take
such action as we deem advisable in respect of all matters pertaining to the
distribution. This offer of shares of the Funds to you is made only in such
jurisdictions in which we may lawfully sell such shares of the Funds.
-2-
<PAGE>
5. You shall not make any representation concerning the Funds or their
securities except those contained in the then-current prospectus or statement
of additional information for each Fund.
6. We will supply to you at our expense additional copies of the then-current
prospectus and statement of additional information for each of the Funds and
any printed information supplemental to such material in reasonable quantities
upon request. It shall be your obligation to ensure that all such information
and materials are distributed to your customers who own or seek to own shares
of the Funds in accordance with securities and/or banking law and regulations
and any other applicable regulations.
7. With the exception of listings of product offerings, you agree not to
furnish or cause to be furnished to any person or display, or publish any
information or materials relating to any Fund (including, without limitation,
promotional materials, sales literature, advertisements, press releases,
announcements, posters, signs and other similar materials), except such
information and materials as may be furnished to you by us the Distributor or
the Fund. All other materials must receive written approval by the Distributor
before distribution or display to the public. Use of all approved advertising
and sales literature materials is restricted to appropriate distribution
channels.
8. You are not authorized to act as our agent. In making available shares of
the Funds under this Financial Institution Sales and Service Agreement, nothing
herein shall be construed to constitute you or any of your agents, employees or
representatives as our agent or employee, or as an agent or employee of the
Funds, and you shall not make any representations to the contrary. Nothing
shall constitute you as a syndicate, association, unincorporated business, or
other separate entity or partners with us, but you shall be liable for your
proportionate share of any tax, liability or expense based on any claim arising
from the sale of shares of the Funds under this Agreement. We shall not be
under any liability to you, except for obligations expressly assumed by us in
this Agreement and liabilities under Section 11(f) of the Securities Act of
1933, and no obligations on our part shall be implied or inferred herefrom.
9. DEALER COMPLIANCE/SUITABILITY STANDARDS (CLASS A AND CLASS B SHARES) -
Certain mutual funds distributed by the Distributor are being offered with two
or more classes of shares of the same investment portfolio ("Fund") - refer to
each Fund prospectus for availability and details. It is essential that the
following minimum compliance/suitability standards be adhered to in offering
and selling shares of these Funds to investors. All soliciting financial
institutions offering shares of the Funds and their agents, employees and
representatives agree to comply with these general suitability and compliance
standards.
SUITABILITY
With two classes of shares of certain funds available to individual
investors, (Class A and Class B), it is important that each investor purchases
not only the fund that best suits his or her investment objective but also the
class of shares that offers the most beneficial distribution financing method
for the investor based upon his or her particular situation and preferences.
Fund share recommendations and orders must be carefully reviewed by you and
your agents, employees and representatives in light of all the facts and
circumstances, to ascertain that the class of shares to be purchased by each
investor is appropriate and suitable. These recommendations should be based on
several factors, including but not limited to:
(A) the amount of money to be invested initially and over a period of time;
(B) the current level of front-end sales load or back-end sales load
imposed by the Fund;
(C) the period of time over which the customer expects to retain the
investment;
(D) the anticipated level of yield from fixed income funds' Class A and
Class B shares;
(E) any other relevant circumstances such as the availability of reduced
sales charges under letters of intent and/or rights of accumulation.
There are instances when one distribution financing method may be more
appropriate than another. For example, shares subject to a front-end sales
charge may be more appropriate than shares subject to a contingent deferred
sales charge for large investors who qualify for a significant quantity
discount on the front-end sales charge. In addition, shares subject to a
contingent deferred sales charge may be more appropriate for investors whose
orders would not qualify for quantity discounts and who, therefore, may prefer
to defer sales charges and also for investors who determine it to be
advantageous to have all of their funds invested without deduction of a
front-end sales commission. However, if it is anticipated that an investor may
redeem his or her shares within a short period of time, the investor may,
depending on the amount of his or her purchase, bear higher distribution
expenses by purchasing contingent deferred sales charge shares than if he or
she had purchased shares subject to a front-end sales charge.
-3-
<PAGE>
COMPLIANCE
Your supervisory procedures should be adequate to assure that an
appropriate person reviews and approves transactions entered into pursuant to
this Financial Institution Sales and Service Agreement for compliance with the
foregoing standards. In certain instances, it may be appropriate to discuss
the purchase with the agents, employees and representatives involved or to
review the advantages and disadvantages of selecting one class of shares over
another with the client. The Distributor will not accept orders for Class B
Shares in any Fund from you for accounts maintained in your name or in the name
of your nominee for the benefit of certain of your customers. Trades for Class
B Shares will only be accepted in the name of the shareholder.
10. CLASS C SHARES - Certain mutual funds distributed by the Distributor may
be offered with Class C shares. Refer to each Fund prospectus for availability
and details. Class C shares are designed for institutional investors and
qualified benefit plans, including pension funds, and are sold without a sales
charge or 12b-1 fee. If a commission is paid to you for transactions in Class
C shares, it will be paid by the Distributor out of its own resources.
SALES
11. With respect to any and all transactions in the shares of any Fund
pursuant to this Financial Institution Sales and Service Agreement it is
understood and agreed in each case that: (a) you shall be acting solely as
agent for the account of your customer; (b) each transaction shall be initiated
solely upon the order of your customer; (c) we shall execute transactions only
upon receiving instructions from you acting as agent for your customer or upon
receiving instructions directly from your customer; (d) as between you and your
customer, your customer will have full beneficial ownership of all shares; (c)
each transaction shall be for the account of your customer and not for your
account; and (f) unless otherwise agreed in writing we will serve as a clearing
broker for you on a fully disclosed basis, and you shall serve as the
introducing agent for your customers' accounts. Subject to the foregoing,
however, and except for Class B shares, as described in Section 8 above, you
may maintain record ownership of such customers' shares in an account
registered in your name or the name of your nominee, for the benefit of such
customers. Each transaction shall be without recourse to you provided that you
act in accordance with the terms of this Financial Institution Sales and
Service Agreement. You represent and warrant to us that you will have full
right, power and authority to effect transactions (including, without
limitation, any purchases and redemptions) in shares of the Funds on behalf of
all customer accounts provided by you.
12. Orders for securities received by you from your customers will be for the
sale of the securities at the public offering price, which will be the net
asset value per share as determined in the manner provided in the relevant
Fund's prospectus, as now in effect or as amended from time to time, next after
receipt by us (or the relevant Fund's transfer agent) of the purchase
application and payment for the securities, plus the relevant sales charges set
forth in the relevant Fund's then-current prospectus (the "Public Offering
Price"). The procedures relating to the handling of orders shall be subject to
our instructions which we will forward from time to time to you. All orders
are subject to acceptance by us, and we reserve the right in our sole
discretion to reject any order.
In addition to the foregoing, you acknowledge and agree to the initial and
subsequent investment minimums, which may vary from year to year, as described
in the then-current prospectus for each Fund.
13. You agree to sell the securities only (a) to your customers at the public
offering price then in effect, or (b) back to the Funds at the currently quoted
net asset value.
14. The amount of sales charge to be reallowed to you (the "Reallowance") as a
percentage of the offering price is set forth in the then-current prospectus of
each Fund.
If a sales charge on the purchase is reduced in accordance with the
provisions of the relevant Fund's then-current prospectus pertaining to
"Methods of Obtaining Reduced Sales Charges," the Reallowance shall be reduced
pro rata.
15. We shall pay a Reallowance subject to the provisions of this agreement as
set forth in Schedule B hereto on all purchases made by your customers pursuant
to orders accepted by us (a) where an order for the purchase of securities is
obtained by you and remitted to us promptly by you, (b) where a subsequent
investment is made to an account established by you or (c) where a subsequent
investment is made to an account established by a financial institution or
-4-
<PAGE>
registered broker/dealer other than you and is accompanied by a signed request
from the account shareholder that you receive the Reallowance for that
investment and/or for subsequent investments made in such account. If for any
reason, a purchase transaction is reversed, you shall not be entitled to
receive or retain any part of the Reallowance on such purchase and shall pay to
us on demand in full the amount of the Reallowance received by you in
connection with any such purchase. We may withhold and retain from the amount
of the Reallowance due you a sum sufficient to discharge any amount due and
payable by you to us.
16. Certain of the Funds have adopted a plan under Investment Company Act
Rule 12b-1 ("Distribution Plan" as described in the prospectus). To the extent
you provide distribution and marketing services in the promotion of the sale of
shares of these Funds, including furnishing services and assistance to your
customers who invest in and own shares of such Funds and including, but not
limited to, answering routine inquiries regarding such Funds and assisting in
changing distribution options, account designations and addresses, you may be
entitled to receive compensation from us as set forth in Schedule C hereto.
All compensation, including 12b-1 fees, shall be payable to you only to the
extent that funds are received and in the possession of the Distributor.
17. We will advise you as to the jurisdictions in which we believe the shares
have been qualified for sale under the respective securities or "blue sky" laws
of such jurisdictions, but we assume no responsibility or obligations as to
your right to sell the shares of the Funds in any state or jurisdiction.
18. Orders may be placed through:
John Hancock Funds, Inc.
101 Huntington Avenue
Boston, MA 02199-7603
1-800-338-4265
SETTLEMENT
19. Settlements for wire orders shall be made within five business days after
our acceptance of your order to purchase shares of the Funds. Certificates,
when requested, will be delivered to you upon payment in full of the sum due
for the sale of the shares of the Funds. If payment is not so received or
made, we reserve the right forthwith to cancel the sale, or, at our option, to
liquidate the shares of the Fund subject to such sale at the then prevailing
net asset value, in which latter case you will agree to be responsible for any
loss resulting to the Funds or to us from your failure to make payments as
aforesaid.
INDEMNIFICATION
20. The parties to this agreement hereby agree to indemnify and hold harmless
each other, their officers and directors, and any person who is or may be
deemed to be a controlling person of each other, from and against any losses,
claims, damages, liabilities or expenses (including reasonable fees of
counsel), whether joint or several, to which any such person or entity may
become subject insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) arise out of or are based upon, (a) any untrue
statement or alleged untrue statement of material fact, or any omission or
alleged omission to state a material fact made or omitted by it herein, or, (b)
any willful misfeasance or gross misconduct by it in the performance of its
duties and obligations hereunder.
MISCELLANEOUS
21. Any notice to you shall be duly given if mailed or telegraphed to you at
your address as most recently furnished to us by you.
22. Miscellaneous provisions, if any, are attached hereto and incorporated
herein by reference.
23. This agreement, which shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, may be terminated by any party hereto at any
time upon written notice.
-5-
<PAGE>
FINANCIAL INSTITUTION
-------------------------------------------------
Financial Institution
By:
-------------------------------------------------
Authorized Signature of Financial Institution
-------------------------------------------------
Please Print or Type Name
-------------------------------------------------
Title
-------------------------------------------------
Print or Type Address
-------------------------------------------------
Telephone Number
Date:
-------------------------------------------------
In order to service you efficiently, please provide the
following information on your Mutual Funds Operations Department:
OPERATIONS MANAGER:
---------------------------------------------
ORDER ROOM MANAGER:
---------------------------------------------
OPERATIONS ADDRESS:
---------------------------------------------
---------------------------------------------
TELEPHONE: FAX:
--------------------- ----------------------------
TO BE COMPLETED BY: JOHN HANCOCK INVESTOR
JOHN HANCOCK FUNDS, INC. SERVICES CORPORATION
By: By:
--------------------------------- ------------------------------------
- ------------------------------------ ------------------------------------
Title Title
TO BE COMPLETED BY:
FINANCIAL INSTITUTION NUMBER:
----------------------------------------------
-6-
<PAGE>
JOHN HANCOCK FUNDS, INC.
SCHEDULE A
DATED JANUARY 1, 1995 TO THE
FINANCIAL INSTITUTION SALES AND SERVICE
AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS
<TABLE>
<S> <C>
John Hancock Sovereign Achievers Fund John Hancock National Aviation & Technology Fund
John Hancock Sovereign Investors Fund John Hancock Regional Bank Fund
John Hancock Sovereign Balanced Fund John Hancock Gold and Government Fund
John Hancock Sovereign Bond Fund John Hancock Global Rx Fund
John Hancock Sovereign U.S. Government Income Fund John Hancock Global Technology Fund
John Hancock Special Equities Fund* John Hancock Global Fund
John Hancock Special Opportunities Fund John Hancock Pacific Basin Equities Fund
John Hancock Discovery Fund John Hancock Global Income Fund
John Hancock Growth Fund John Hancock International Fund
John Hancock Strategic Income Fund John Hancock Global Rescources Fund
John Hancock Limited Term Government Fund John Hancock Emerging Growth Fund
John Hancock Cash Management Fund John Hancock Capital Growth Fund
John Hancock Managed Tax-Exempt Fund John Hancock Growth & Income Fund
John Hancock Tax-Exempt Income Fund John Hancock High Yield Bond Fund
John Hancock Tax-Exempt Series Fund John Hancock Investment Quality Bond Fund
John Hancock Special Value Fund John Hancock Government SecurritiesFund
John Hancock Strategic Short-Term Income Fund John Hancock U.S. Government Fund
John Hancock CA Tax-Free Fund John Hancock Governtment Income Fund
John Hancock High Yield Tax-Free Fund John Hancock Intermediate Government Fund
John Hancock Tax-Free Bond Fund John Hancock Adjustable U.S. Government Fund
John Hancock U.S. Government Cash Reserve Fund John Hancock Cash Reserve Money Market B Fund
</TABLE>
From time to time John Hancock Funds, as principal distributor of the
John Hancock Funds, will offer additional funds for sale. These funds will
automatically become part of this Agreement and will be subject to all its
provisions unless otherwise directed by John Hancock Funds, Inc.
* Closed to new invstors as of 9/30/94.
<PAGE>
JOHN HANCOCK FUNDS, INC.
SCHEDULE B
DATED JANUARY 1, 1995 TO THE
FINANCIAL INSTITUTION SALES AND SERVICE
AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS
I. REALLOWANCE
The Reallowance paid to Financial Institutions for sales of John Hancock
Funds is the same as that paid to Selling Brokers described and set forth
in each Fund's then-current prospectus. No Commission will be paid on
sales of John Hancock Cash Management Fund or any John Hancock Fund that is
without a sales charge. Purchases of Class A shares of $1 million or more,
or purchases into an account or accounts whose aggregate value of fund
shares is $1 million or more will be made at net asset value with no
initial sales charge. On purchases of this type, the Distributor will pay a
commission as set forth in each Fund's then-current prospectus. John
Hancock Funds, Inc. will pay Financial Institutions for sales of Class B
shares of the Funds a marketing fee as set forth in each Fund's then-
current prospectus for Selling Brokers.
<PAGE>
JOHN HANCOCK FUNDS, INC.
SCHEDULE C
DISTRIBUTION PLAN SCHEDULE OF COMPENSATION
DATED JANUARY 1, 1995 TO THE
FINANCIAL INSTITUTION SALES AND SERVICE
AGREEMENT RELATING TO SHARES OF
JOHN HANCOCK FUNDS
FIRST YEAR SERVICE FEE
Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, the Distributor will advance to you a First Year Service
Fee related to the purchase of Class A shares (only if subject to sales charge)
or Class B shares of any of the Funds, as the case maybe, sold by your firm on
or after July 1, 1993. This Service Fee will be compensation for your personal
service and/or the maintenance of shareholder accounts ("Customer Servicing")
during the twelve-month period immediately following the purchase of such
shares, in an amount not to exceed .25 of 1% of the average daily net assets
attributable to Class A shares or Class B shares of the Fund, as the case may
be, purchased by your customers.
SERVICE FEE SUBSEQUENT TO THE FIRST YEAR
Pursuant to the Distribution Plan applicable to each of the Funds
listed in Schedule A, the Distributor will pay you quarterly, in arrears, a
Service Fee commencing at the end of the twelve-month period immediately
following the purchase of Class A shares (only if subject to sales charge) or
Class B shares, as the case may be, sold by your firm, for Customer Servicing,
in an amount not to exceed .25 of 1% of the average daily net assets
attributable to the Class A shares or Class B shares of the Fund, as the case
may be, purchased by your customers, provided your Financial Institution has
under management with the Funds combined average daily net assets for the
preceding quarter of no less than $1 million, or an individual representative
of your Financial Institution has under management with the Funds combined
average daily net assets for the preceding quarter of no less than $250,000 (an
"Eligible Financial Institution").
MASTER CUSTODIAN AGREEMENT
between
JOHN HANCOCK MUTUAL FUNDS
and
INVESTORS BANK & TRUST COMPANY
<PAGE>
<TABLE>
TABLE OF CONTENTS
-----------------
<S> <C>
1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-3
2. Employment of Custodian and Property to be held by it . . . . . . . . . . . . . . . 3-4
3. Duties of the Custodian with Respect toProperty of the Fund . . . . . . . . . . . . 4
A. Safekeeping and Holding of Property . . . . . . . . . . . . . . . . . . . . . 4
B. Delivery of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-8
C. Registration of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 8
D. Bank Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-9
E. Payments for Shares of the Fund . . . . . . . . . . . . . . . . . . . . . . . 9
F. Investment and Availability of Federal Funds . . . . . . . . . . . . . . . . . 9
G. Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9-10
H. Payment of Fund Moneys . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10-12
I. Liability for Payment in Advance of Receipt of Securities Purchased . . . . . 12-13
J. Payments for Repurchases of Redemptions of Shares of the Fund . . . . . . . . 13
K. Appointment of Agents by the Custodian . . . . . . . . . . . . . . . . . . . . 13
L. Deposit of Fund Portfolio Securities in Securities Systems . . . . . . . . . . 13-16
M. Deposit of Fund Commercial Paper in an Approved
Book-Entry System for Commercial Paper . . . . . . . . . . . . . . . . . . 16-18
N. Segregated Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18-19
O. Ownership Certificates for Tax Purposes . . . . . . . . . . . . . . . . . . . 19
P. Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Q. Communications Relating to Fund Portfolio Securities . . . . . . . . . . . . . 19-20
R. Exercise of Rights; Tender Offers . . . . . . . . . . . . . . . . . . . . . . 20
S. Depository Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20-21
T. Interest Bearing Call or Time Deposits . . . . . . . . . . . . . . . . . . . . 21
U. Options, Futures Contracts and Foreign Currency Transactions . . . . . . . . . 21-23
V. Actions Permitted Without Express Authority . . . . . . . . . . . . . . . . . 23-24
4. Duties of Bank with Respect to Books of Account and
Calculations of Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5. Records and Miscellaneous Duties . . . . . . . . . . . . . . . . . . . . . . . . . . 24-25
6. Opinion of Fund`s Independent Public Accountants . . . . . . . . . . . . . . . . . . 25
7. Compensation and Expenses of Bank . . . . . . . . . . . . . . . . . . . . . . . . . 25-26
8. Responsibility of Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26-27
9. Persons Having Access to Assets of the Fund . . . . . . . . . . . . . . . . . . . . 27
10. Effective Period, Termination and Amendment; Successor Custodian . . . . . . . . . . 27-28
11. Interpretive and Additional Provisions . . . . . . . . . . . . . . . . . . . . . . . 28-29
12. Certification as to Authorized Officers . . . . . . . . . . . . . . . . . . . . . . 29
13. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
14. Massachusetts Law to Apply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
15. Adoption of the Agreement by the Fund . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>
<PAGE>
MASTER CUSTODIAN AGREEMENT
This Agreement is made as of December 15, 1992 between each investment
company advised by John Hancock Advisers, Inc. which has adopted this Agreement
in the manner provided herein and Investors Bank & Trust Company (hereinafter
called "Bank", "Custodian" and "Agent"), a trust company established under the
laws of Massachusetts with a principal place of business in Boston,
Massachusetts.
Whereas, each such investment company is registered under the Investment
Company Act of 1940 and has appointed the Bank to act as Custodian of its
property and to perform certain duties as its Agent, as more fully hereinafter
set forth; and
Whereas, the Bank is willing and able to act as each such investment
company's Custodian and Agent, subject to and in accordance with the provisions
hereof;
Now, therefore, in consideration of the premises and of the mutual
covenants and agreements herein contained, each such investment company and the
Bank agree as follows:
1. Definitions
-----------
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
(a) "Fund" shall mean the investment company which has adopted this
Agreement and is listed on Appendix A hereto. If the Fund is a Massachusetts
business trust or Maryland corporation, it may in the future establish and
designate other separate and distinct series of shares, each of which may be
called a "portfolio"; in such case, the term "Fund" shall also refer to each
such separate series or portfolio.
(b) "Board" shall mean the board of directors/trustees/managing general
partners/director general partners of the Fund, as the case may be.
(c) "The Depository Trust Company", a clearing agency registered with
the Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.
(d) "Authorized Officer", shall mean any of the following officers of
the Trust: The Chairman of the Board of Trustees, the President, a Vice
President, the Secretary, the Treasurer or Assistant Secretary or Assistant
Treasurer, or any other officer of the Trust duly authorized to sign by
appropriate resolution of the Board of Trustees of the Trust.
(e) "Participants Trust Company", a clearing agency registered with the
Securities and Exchange Commission under Section 17A of the Securities Exchange
Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.
<PAGE>
(f) "Approved Clearing Agency" shall mean any other domestic clearing
agency registered with the Securities and Exchange Commission under Section 17A
of the Securities Exchange Act of 1934 which acts as a securities depository
but only if the Custodian has received a certified copy of a vote of the Board
approving such clearing agency as a securities depository for the Fund.
(g) "Federal Book-Entry System" shall mean the book-entry system
referred to in Rule 17f-4(b) under the Investment Company Act of 1940 for
United States and federal agency securities (i.e., as provided in Subpart O of
Treasury Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, and the
book-entry regulations of federal agencies substantially in the form of Subpart
O).
(h) "Approved Foreign Securities Depository" shall mean a foreign
securities depository or clearing agency referred to in rule 17f-4 under the
Investment Company Act of 1940 for foreign securities but only if the Custodian
has received a certified copy of a vote of the Board approving such depository
or clearing agency as a foreign securities depository for the Fund.
(i) "Approved Book-Entry System for Commercial Paper" shall mean a
system maintained by the Custodian or by a subcustodian employed pursuant to
Section 2 hereof for the holding of commercial paper in book-entry form but
only if the Custodian has received a certified copy of a vote of the Board
approving the participation by the Fund in such system.
(j) The Custodian shall be deemed to have received "proper
instructions" in respect of any of the matters referred to in this Agreement
upon receipt of written or facsimile instructions signed by such one or more
person or persons as the Board shall have from time to time authorized to give
the particular class of instructions in question. Electronic instructions for
the purchase and sale of securities which are transmitted by John Hancock
Advisers, Inc. to the Custodian through the John Hancock equity trading system
and the John Hancock fixed income trading system shall be deemed to be proper
instructions; the Fund shall cause all such instructions to be confirmed in
writing. Different persons may be authorized to give instructions for
different purposes. A certified copy of a vote of the Board may be received
and accepted by the Custodian as conclusive evidence of the authority of any
such person to act and may be considered as in full force and effect until
receipt of written notice to the contrary. Such instructions may be general or
specific in terms and, where appropriate, may be standing instructions. Unless
the vote delegating authority to any person or persons to give a particular
class of instructions specifically requires that the approval of any person,
persons or committee shall first have been obtained before the Custodian may
act on instructions of that class, the Custodian shall be under no obligation
to question the right of the person or persons giving such instructions in so
doing. Oral instructions will be considered proper instructions if the
Custodian reasonably believes them to have been given by a person authorized to
give such instructions with respect to the transaction involved. The Fund
shall cause all oral
<PAGE>
instructions to be confirmed in writing. The Fund authorizes the Custodian to
tape record any and all telephonic or other oral instructions given to the
Custodian. Upon receipt of a certificate signed by two officers of the Fund as
to the authorization by the President and the Treasurer of the Fund accompanied
by a detailed description of the communication procedures approved by the
President and the Treasurer of the Fund, "proper instructions" may also include
communications effected directly between electromechanical or electronic
devices provided that the President and Treasurer of the Fund and the Custodian
are satisfied that such procedures afford adequate safeguards for the Fund's
assets. In performing its duties generally, and more particularly in
connection with the purchase, sale and exchange of securities made by or for
the Fund, the Custodian may take cognizance of the provisions of the governing
documents and registration statement of the Fund as the same may from time to
time be in effect (and votes, resolutions or proceedings of the shareholders or
the Board), but, nevertheless, except as otherwise expressly provided herein,
the Custodian may assume unless and until notified in writing to the
contrary that so-called proper instructions received by it are not in conflict
with or in any way contrary to any provisions of such governing documents and
registration statement, or votes, resolutions or proceedings of the
shareholders or the Board.
2. Employment of Custodian and Property to be Held by It
-----------------------------------------------------
The Fund hereby appoints and employs the Bank as its Custodian and Agent
in accordance with and subject to the provisions hereof, and the Bank hereby
accepts such appointment and employment. The Fund agrees to deliver to the
Custodian all securities, participation interests, cash and other assets owned
by it, and all payments of income, payments of principal and capital
distributions and adjustments received by it with respect to all securities and
participation interests owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares ("Shares") of the
Fund as may be issued or sold from time to time. The Custodian shall not be
responsible for any property of the Fund held by the Fund and not delivered by
the Fund to the Custodian. The Fund will also deliver to the Bank from time to
time copies of its currently effective charter (or declaration of trust or
partnership agreement, as the case may be), by-laws, prospectus, statement of
additional information and distribution agreement with its principal
underwriter, together with such resolutions, votes and other proceedings of the
Fund as may be necessary for or convenient to the Bank in the performance of
its duties hereunder.
The Custodian may from time to time employ one or more subcustodians to
perform such acts and services upon such terms and conditions as shall be
approved from time to time by the Board. Any such subcustodian so employed by
the Custodian shall be deemed to be the agent of the Custodian, and the
Custodian shall remain primarily responsible for the securities, participation
interests, moneys and other property of the Fund held by such subcustodian.
Any foreign subcustodian shall be a bank or trust company which is an eligible
foreign custodian within the meaning of Rule 17f-5 under the Investment Company
Act of 1940, and the foreign custody arrangements shall be approved by the
Board and shall be in accordance with and subject to the provisions of said
Rule. For
<PAGE>
the purposes of this Agreement, any property of the Fund held by any such
subcustodian (domestic or foreign) shall be deemed to be held by the Custodian
under the terms of this Agreement.
3. Duties of the Custodian with Respect to Property of the Fund
------------------------------------------------------------
A. SAFEKEEPING AND HOLDING OF PROPERTY The Custodian shall keep
safely all property of the Fund and on behalf of the Fund shall
from time to time receive delivery of Fund property for
safekeeping. The Custodian shall hold, earmark and segregate on
its books and records for the account of the Fund all property of
the Fund, including all securities, participation interests and
other assets of the Fund (1) physically held by the Custodian, (2)
held by any subcustodian referred to in Section 2 hereof or by any
agent referred to in Paragraph K hereof, (3) held by or maintained
in The Depository Trust Company or in Participants Trust Company
or in an Approved Clearing Agency or in the Federal Book- Entry
System or in an Approved Foreign Securities Depository, each of
which from time to time is referred to herein as a "Securities
System", and (4) held by the Custodian or by any subcustodian
referred to in Section 2 hereof and maintained in any Approved
Book-Entry System for Commercial Paper.
B. DELIVERY OF SECURITIES The Custodian shall release and deliver
securities or participation interests owned by the Fund held (or
deemed to be held) by the Custodian or maintained in a Securities
System account or in an Approved Book-Entry System for Commercial
Paper account only upon receipt of proper instructions, which may
be continuing instructions when deemed appropriate by the parties,
and only in the following cases:
1) Upon sale of such securities or participation interests
for the account of the Fund, BUT ONLY against receipt of
payment therefor; if delivery is made in Boston or New
York City, payment therefor shall be made in accordance
with generally accepted clearing house procedures or by
use of Federal Reserve Wire System procedures; if delivery
is made elsewhere payment therefor shall be in accordance
with the then current "street delivery" custom or in
accordance with such procedures agreed to in writing from
time to time by the parties hereto; if the sale is
effected through a Securities System, delivery and payment
therefor shall be made in accordance with the provisions
of Paragraph L hereof; if the sale of commercial paper is
to be effected through an Approved Book-Entry System for
Commercial Paper, delivery and payment therefor shall be
made in accordance with the provisions of Paragraph M
hereof; if the securities are to be sold outside the
United States, delivery may be made in accordance with
procedures agreed to in writing from time to time by the
parties hereto; for the purposes of this subparagraph, the
term "sale" shall include the disposition of a portfolio
<PAGE>
security (i) upon the exercise of an option written by the
Fund and (ii) upon the failure by the Fund to make a
successful bid with respect to a portfolio security, the
continued holding of which is contingent upon the making
of such a bid;
2) Upon the receipt of payment in connection with any
repurchase agreement or reverse repurchase agreement
relating to such securities and entered into by the Fund;
3) To the depository agent in connection with tender or other
similar offers for portfolio securities of the Fund;
4) To the issuer thereof or its agent when such securities or
participation interests are called, redeemed, retired or
otherwise become payable; provided that, in any such case,
the cash or other consideration is to be delivered to the
Custodian or any subcustodian employed pursuant to Section
2 hereof;
5) To the issuer thereof, or its agent, for transfer into the
name of the Fund or into the name of any nominee of the
Custodian or into the name or nominee name of any agent
appointed pursuant to Paragraph K hereof or into the name
or nominee name of any subcustodian employed pursuant to
Section 2 hereof; or for exchange for a different number
of bonds, certificates or other evidence representing the
same aggregate face amount or number of units; provided
that, in any such case, the new securities or
participation interests are to be delivered to the
Custodian or any subcustodian employed pursuant to Section
2 hereof;
6) To the broker selling the same for examination in
accordance with the "street delivery" custom; provided
that the Custodian shall adopt such procedures as the Fund
from time to time shall approve to ensure their prompt
return to the Custodian by the broker in the event the
broker elects not to accept them;
7) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion of
such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and
cash, if any, are to be delivered to the Custodian or any
subcustodian employed pursuant to Section 2 hereof;
<PAGE>
8) In the case of warrants, rights or similar securities, the
surrender thereof in connection with the exercise of such
warrants, rights or similar securities, or the surrender
of interim receipts or temporary securities for definitive
securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian or any subcustodian employed pursuant to Section
2 hereof;
9) For delivery in connection with any loans of securities
made by the Fund (such loans to be made pursuant to the
terms of the Fund's current registration statement), but
only against receipt of adequate collateral as agreed upon
from time to time by the Custodian and the Fund, which may
be in the form of cash or obligations issued by the United
States government, its agencies or instrumentalities.
10) For delivery as security in connection with any borrowings
by the Fund requiring a pledge or hypothecation of assets
by the Fund (if then permitted under circumstances
described in the current registration statement of the
Fund), provided, that the securities shall be released
only upon payment to the Custodian of the monies borrowed,
except that in cases where additional collateral is
required to secure a borrowing already made, further
securities may be released for that purpose; upon receipt
of proper instructions, the Custodian may pay any such
loan upon redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of the note or
notes evidencing the loan;
11) When required for delivery in connection with any
redemption or repurchase of Shares of the Fund in
accordance with the provisions of Paragraph J hereof;
12) For delivery in accordance with the provisions of any
agreement between the Custodian (or a subcustodian
employed pursuant to Section 2 hereof) and a broker-dealer
registered under the Securities Exchange Act of 1934 and,
if necessary, the Fund, relating to compliance with the
rules of The Options Clearing Corporation or of any
registered national securities exchange, or of any similar
organization or organizations, regarding deposit or escrow
or other arrangements in connection with options
transactions by the Fund;
13) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian (or a subcustodian
employed pursuant to Section 2 hereof),
and a futures commission merchant, relating to compliance
with the rules of the Commodity Futures Trading Commission
and/or of any
<PAGE>
contract market or commodities exchange or similar
organization, regarding futures margin account deposits or
payments in connection with futures transactions by
the Fund;
14) For any other proper corporate purpose, but only upon
receipt of, in addition to proper instructions, a
certified copy of a vote of the Board specifying the
securities to be delivered, setting forth the purpose for
which such delivery is to be made, declaring such purpose
to be proper corporate purpose, and naming the person or
persons to whom delivery of such securities shall be made.
C. REGISTRATION OF SECURITIES Securities held by the Custodian
(other than bearer securities) for the account of the Fund shall
be registered in the name of the Fund or in the name of any
nominee of the Fund or of any nominee of the Custodian, or in the
name or nominee name of any agent appointed pursuant to Paragraph
K hereof, or in the name or nominee name of any subcustodian
employed pursuant to Section 2 hereof, or in the name or nominee
name of The Depository Trust Company or Participants Trust Company
or Approved Clearing Agency or Federal Book-Entry System or
Approved Book-Entry System for Commercial Paper; provided, that
securities are held in an account of the Custodian or of such
agent or of such subcustodian containing only assets of the Fund
or only assets held by the Custodian or such agent or such
subcustodian as a custodian or subcustodian or in a fiduciary
capacity for customers. All certificates for securities accepted
by the Custodian or any such agent or subcustodian on behalf of
the Fund shall be in "street" or other good delivery form or shall
be returned to the selling broker or dealer who shall be advised
of the reason thereof.
D. BANK ACCOUNTS The Custodian shall open and maintain a separate
bank account or accounts in the name of the Fund, subject only to
draft or order by the Custodian acting in pursuant to the terms of
this Agreement, and shall hold in such account or accounts,
subject to the provisions hereof, all cash received by it from or
for the account of the Fund other than cash maintained by the Fund
in a bank account established and used in accordance with Rule
17f-3 under the Investment Company Act of 1940. Funds held by the
Custodian for the Fund may be deposited by it to its credit as
Custodian in the Banking Department of the Custodian or in such
other banks or trust companies as the Custodian may in its
discretion deem necessary or desirable; provided, however, that
every such bank or trust company shall be qualified to act as a
custodian under the Investment Company Act of 1940 and that each
such bank or trust company and the funds to be deposited with each
such bank or trust company shall be approved in writing by two
officers of the Fund. Such funds shall be deposited by the
Custodian in its capacity as Custodian and shall be subject to
withdrawal only by the Custodian in that capacity.
<PAGE>
E. PAYMENT FOR SHARES OF THE FUND The Custodian shall make
appropriate arrangements with the Transfer Agent and the principal
underwriter of the Fund to enable the Custodian to make certain it
promptly receives the cash or other consideration due to the Fund
for such new or treasury Shares as may be issued or sold from time
to time by the Fund, in accordance with the governing documents
and offering prospectus and statement of additional information of
the Fund. The Custodian will provide prompt notification to the
Fund of any receipt by it of payments for Shares of the Fund.
F. INVESTMENT AND AVAILABILITY OF FEDERAL FUNDS Upon agreement
between the Fund and the Custodian, the Custodian shall, upon the
receipt of proper instructions, which may be continuing
instructions when deemed appropriate by the parties, invest in
such securities and instruments as may be set forth in such
instructions on the same day as received all federal funds
received after a time agreed upon between the Custodian and the
Fund.
G. COLLECTIONS The Custodian shall promptly collect all income and
other payments with respect to registered securities held
hereunder to which the Fund shall be entitled either by law or
pursuant to custom in the securities business, and shall promptly
collect all income and other payments with respect to bearer
securities if, on the date of payment by the issuer, such
securities are held by the Custodian or agent thereof and shall
credit such income, as collected, to the Fund's custodian account.
The Custodian shall do all things necessary and proper in connection with such
prompt collections and, without limiting the generality of the foregoing, the
Custodian shall
1) Present for payment all coupons and other income items
requiring presentations;
2) Present for payment all securities which may mature or be
called, redeemed, retired or otherwise become payable;
3) Endorse and deposit for collection, in the name of the
Fund, checks, drafts or other negotiable instruments;
4) Credit income from securities maintained in a Securities
System or in an Approved Book-Entry System for Commercial
Paper at the time funds become available to the Custodian;
in the case of securities maintained in The Depository
Trust Company funds shall be deemed available to the Fund
not later than the opening of business on the first
business day after receipt of such funds by the Custodian.
<PAGE>
The Custodian shall notify the Fund as soon as reasonably practicable whenever
income due on any security is not promptly collected. In any case in which the
Custodian does not receive any due and unpaid income after it has made demand
for the same, it shall immediately so notify the Fund in writing, enclosing
copies of any demand letter, any written response thereto, and memoranda of all
oral responses thereto and to telephonic demands, and await instructions from
the Fund; the Custodian shall in no case have any liability for any nonpayment
of such income provided the Custodian meets the standard of care set forth in
Section 8 hereof. The Custodian shall not be obligated to take legal action
for collection unless and until reasonably indemnified to its satisfaction.
The Custodian shall also receive and collect all stock dividends, rights and
other items of like nature, and deal with the same pursuant to proper
instructions relative thereto.
H. PAYMENT OF FUND MONEYS Upon receipt of proper instructions, which
may be continuing instructions when deemed appropriate by the
parties, the Custodian shall pay out moneys of the Fund in the
following cases only:
1) Upon the purchase of securities, participation interests,
options, futures contracts, forward contracts and options
on futures contracts purchased for the account of the Fund
but only (a) against the receipt of
(i) such securities registered as provided in
Paragraph C hereof or in proper form for
transfer or
(ii) detailed instructions signed by an officer of the
Fund regarding the participation interests to be
purchased or
(iii) written confirmation of the purchase by the Fund
of the options, futures contracts, forward
contracts or options on futures contracts
by the Custodian (or by a subcustodian employed pursuant
to Section 2 hereof or by a clearing corporation of a
national securities exchange of which the Custodian is a
member or by any bank, banking institution or trust
company doing business in the United States or abroad
which is qualified under the Investment Company Act of
1940 to act as a custodian and which has been designated
by the Custodian as its agent for this purpose or by the
agent specifically designated in such instructions as
representing the purchasers of a new issue of privately
placed securities); (b) in the case of a purchase effected
through a Securities System, upon receipt of the
securities by the Securities System in accordance with the
conditions set forth in Paragraph L hereof; (c) in the
case of a purchase of commercial paper effected through an
Approved Book-Entry System for Commercial Paper, upon
<PAGE>
receipt of the paper by the Custodian or subcustodian in
accordance with the conditions set forth in Paragraph M
hereof; (d) in the case of repurchase agreements entered
into between the Fund and another bank or a broker-
dealer, against receipt by the Custodian of the securities
underlying the repurchase agreement either in certificate
form or through an entry crediting the Custodian's
segregated, non-proprietary account at the Federal Reserve
Bank of Boston with such securities along with written
evidence of the agreement by the bank or broker-dealer to
repurchase such securities from the Fund; or (e) with
respect to securities purchased outside of the United
States, in accordance with written procedures agreed to
from time to time in writing by the parties hereto;
2) When required in connection with the conversion, exchange
or surrender of securities owned by the Fund as set forth
in Paragraph B hereof;
3) When required for the redemption or repurchase of Shares
of the Fund in accordance with the provisions of Paragraph
J hereof;
4) For the payment of any expense or liability incurred by
the Fund, including but not limited to the following
payments for the account of the Fund: advisory fees,
distribution plan payments, interest, taxes, management
compensation and expenses, accounting, transfer agent and
legal fees, and other operating expenses of the Fund
whether or not such expenses are to be in whole or part
capitalized or treated as deferred expenses;
5) For the payment of any dividends or other distributions to
holders of Shares declared or authorized by the Board; and
6) For any other proper corporate purpose, but only upon
receipt of, in addition to proper instructions, a
certified copy of a vote of the Board, specifying the
amount of such payment, setting forth the purpose for
which such payment is to be made, declaring such purpose
to be a proper corporate purpose, and naming the person or
persons to whom such payment is to be made.
I. LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES
PURCHASED In any and every case where payment for purchase of
securities for the account of the Fund is made by the Custodian in
advance of receipt of the securities purchased in the absence of
specific written instructions signed by two officers of the Fund
to so pay in advance, the Custodian shall be absolutely liable to
the Fund for such securities to the same extent as if the
securities had been received by the Custodian; EXCEPT that in the
case of a repurchase agreement
<PAGE>
entered into by the Fund with a bank which is a member of the
Federal Reserve System, the Custodian may transfer funds to the
account of such bank prior to the receipt of (i) the securities in
certificate form subject to such repurchase agreement or (ii)
written evidence that the securities subject to such repurchase
agreement have been transferred by book-entry into a segregated
non-proprietary account of the Custodian maintained with the
Federal Reserve Bank of Boston or (iii) the safekeeping receipt,
PROVIDED that such securities have in fact been so transferred by
book-entry and the written repurchase agreement is received by the
Custodian in due course; AND EXCEPT that if the securities are to
be purchased outside the United States, payment may be made in
accordance with procedures agreed to from time to time by the
parties hereto.
J. PAYMENTS FOR REPURCHASES OR REDEMPTIONS OF SHARES OF THE FUND
From such funds as may be available for the purpose, but subject
to any applicable votes of the Board and the current redemption
and repurchase procedures of the Fund, the Custodian shall, upon
receipt of written instructions from the Fund or from the Fund's
transfer agent or from the principal underwriter, make funds
and/or portfolio securities available for payment to holders of
Shares who have caused their Shares to be redeemed or repurchased
by the Fund or for the Fund's account by its transfer agent or
principal underwriter.
The Custodian may maintain a special checking account upon which
special checks may be drawn by shareholders of the Fund holding
Shares for which certificates have not been issued. Such checking
account and such special checks shall be subject to such rules and
regulations as the Custodian and the Fund may from time to time
adopt. The Custodian or the Fund may suspend or terminate use of
such checking account or such special checks (either generally or
for one or more shareholders) at any time. The Custodian and the
Fund shall notify the other immediately of any such suspension or
termination.
K. APPOINTMENT OF AGENTS BY THE CUSTODIAN The Custodian may at any
time or times in its discretion appoint (and may at any time
remove) any other bank or trust company (provided such bank or
trust company is itself qualified under the Investment Company Act
of 1940 to act as a custodian or is itself an eligible foreign
custodian within the meaning of Rule 17f-5 under said Act) as the
agent of the Custodian to carry out such of the duties and
functions of the Custodian described in this Section 3 as the
Custodian may from time to time direct; provided, however, that
the appointment of any such agent shall not relieve the Custodian
of any of its responsibilities or liabilities hereunder, and as
between the Fund and the Custodian the Custodian shall be fully
responsible for the acts and omissions of any such agent. For the
purposes of this Agreement, any property of the Fund held by any
such agent shall be deemed to be held by the Custodian hereunder.
<PAGE>
L. DEPOSIT OF FUND PORTFOLIO SECURITIES IN SECURITIES SYSTEMS The
Custodian may deposit and/or maintain securities owned by the Fund
(1) in The Depository Trust Company;
(2) in Participants Trust Company;
(3) in any other Approved Clearing Agency;
(4) in the Federal Book-Entry System; or
(5) in an Approved Foreign Securities Depository
in each case only in accordance with applicable Federal Reserve
Board and Securities and Exchange Commission rules and
regulations, and at all times subject to the following
provisions:
(a) The Custodian may (either directly or through one or more
subcustodians employed pursuant to Section 2) keep securities of
the Fund in a Securities System provided that such securities are
maintained in a non-proprietary account ("Account") of the
Custodian or such subcustodian in the Securities System which
shall not include any assets of the Custodian or such subcustodian
or any other person other than assets held by the Custodian or
such subcustodian as a fiduciary, custodian, or otherwise for its
customers.
(b) The records of the Custodian with respect to securities of the
Fund which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund, and the
Custodian shall be fully and completely responsible for
maintaining a recordkeeping system capable of accurately and
currently stating the Fund's holdings maintained in each such
Securities System.
(c) The Custodian shall pay for securities purchased in book-entry
form for the account of the Fund only upon (i) receipt of notice
or advice from the Securities System that such securities have
been transferred to the Account, and (ii) the making of any entry
on the records of the Custodian to reflect such payment and
transfer for the account of the Fund. The Custodian shall
transfer securities sold for the account of the Fund only upon (i)
receipt of notice or advice from the Securities System that
payment for such securities has been transferred to the Account,
and (ii) the making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of the Fund.
Copies of all notices or advises from the Securities System of
transfers of securities for the account of the Fund shall identify
the Fund, be maintained for the Fund by the Custodian and be
promptly provided to the Fund at its request.
<PAGE>
The Custodian shall promptly send to the Fund confirmation of each
transfer to or from the account of the Fund in the form of a
written advice or notice of each such transaction, and shall
furnish to the Fund copies of daily transaction sheets reflecting
each day's transactions in the Securities System for the account
of the Fund on the next business day.
(d) The Custodian shall promptly send to the Fund any report or other
communication received or obtained by the Custodian relating to
the Securities System's accounting system, system of internal
accounting controls or procedures for safeguarding securities
deposited in the Securities System; the Custodian shall promptly
send to the Fund any report or other communication relating to the
Custodian's internal accounting controls and procedures for
safeguarding securities deposited in any Securities System; and
the Custodian shall ensure that any agent appointed pursuant to
Paragraph K hereof or any subcustodian employed pursuant to
Section 2 hereof shall promptly send to the Fund and to the
Custodian any report or other communication relating to such
agent's or subcustodian's internal accounting controls and
procedures for safeguarding securities deposited in any Securities
System. The Custodian's books and records relating to the Fund's
participation in each Securities System will at all times during
regular business hours be open to the inspection of the Fund's
authorized officers, employees or agents.
(e) The Custodian shall not act under this Paragraph L in the absence
of receipt of a certificate of an officer of the Fund that the
Board has approved the use of a particular Securities System; the
Custodian shall also obtain appropriate assurance from the
officers of the Fund that the Board has annually reviewed and
approved the continued use by the Fund of each Securities System,
so long as such review and approval is required by Rule 17f-4
under the Investment Company Act of 1940, and the Fund shall
promptly notify the Custodian if the use of a Securities System is
to be discontinued; at the request of the Fund, the Custodian will
terminate the use of any such Securities System as promptly as
practicable.
(f) Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to the Fund for any loss or damage to
the Fund resulting from use of the Securities System by reason of
any negligence, misfeasance or misconduct of the Custodian or any
of its agents or subcustodians or of any of its or their employees
or from any failure of the Custodian or any such agent or
subcustodian to enforce effectively such rights as it may have
against the Securities System or any other person; at the election
of the Fund, it shall be entitled to be
<PAGE>
subrogated to the rights of the Custodian with respect to any claim
against the Securities System or any other person which the
Custodian may have as a consequence of any such loss or damage
if and to the extent that the Fund has not been made whole for any
such loss or damage.
M. DEPOSIT OF FUND COMMERCIAL PAPER IN AN APPROVED BOOK-ENTRY SYSTEM FOR
COMMERCIAL PAPER Upon receipt of proper instructions with respect to
each issue of direct issue commercial paper purchased by the Fund, the
Custodian may deposit and/or maintain direct issue commercial paper
owned by the Fund in any Approved Book-Entry System for Commercial
Paper, in each case only in accordance with applicable Securities and
Exchange Commission rules, regulations, and no-action correspondence,
and at all times subject to the following provisions:
(a) The Custodian may (either directly or through one or more
subcustodians employed pursuant to Section 2) keep
commercial paper of the Fund in an Approved Book-Entry
System for Commercial Paper, provided that such paper is
issued in book entry form by the Custodian or subcustodian
on behalf of an issuer with which the Custodian or
subcustodian has entered into a book-entry agreement and
provided further that such paper is maintained in a
non-proprietary account ("Account") of the Custodian or
such subcustodian in an Approved Book-Entry System for
Commercial Paper which shall not include any assets of the
Custodian or such subcustodian or any other person other
than assets held by the Custodian or such subcustodian as
a fiduciary, custodian, or otherwise for its customers.
(b) The records of the Custodian with respect to commercial
paper of the Fund which is maintained in an Approved
Book-Entry System for Commercial Paper shall identify by
book-entry each specific issue of commercial paper
purchased by the Fund which is included in the System and
shall at all times during regular business hours be open
for inspection by authorized officers, employees or agents
of the Fund. The Custodian shall be fully and completely
responsible for maintaining a recordkeeping system capable
of accurately and currently stating the Fund's holdings of
commercial paper maintained in each such System.
(c) The Custodian shall pay for commercial paper purchased in
book-entry form for the account of the Fund only upon
contemporaneous (i) receipt of notice or advice
from the issuer that such paper has been issued, sold and
transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such
purchase, payment and transfer for the account of the
Fund. The Custodian shall transfer such commercial
<PAGE>
paper which is sold or cancel such commercial paper which
is redeemed for the account of the Fund only upon
contemporaneous (i) receipt of notice or advice that
payment for such paper has been transferred to the Account,
and (ii) the making of an entry on the records of the
Custodian to reflect such transfer or redemption and
payment for the account of the Fund. Copies of all notices,
advises and confirmations of transfers of commercial paper
for the account of the Fund shall identify the Fund, be
maintained for the Fund by the Custodian and be
promptly provided to the Fund at its request. The
Custodian shall promptly send to the Fund confirmation of
each transfer to or from the account of the Fund in the
form of a written advice or notice of each such
transaction, and shall furnish to the Fund copies of daily
transaction sheets reflecting each day's transactions in
the System for the account of the Fund on the next business
day.
(d) The Custodian shall promptly send to the Fund any report
or other communication received or obtained by the
Custodian relating to each System's accounting system,
system of internal accounting controls or procedures for
safeguarding commercial paper deposited in the System; the
Custodian shall promptly send to the Fund any report or
other communication relating to the Custodian's internal
accounting controls and procedures for safeguarding
commercial paper deposited in any Approved Book-Entry
System for Commercial Paper; and the Custodian shall
ensure that any agent appointed pursuant to Paragraph K
hereof or any subcustodian employed pursuant to Section 2
hereof shall promptly send to the Fund and to the
Custodian any report or other communication relating to
such agent's or subcustodian's internal accounting
controls and procedures for safeguarding securities
deposited in any Approved Book-Entry System for Commercial
Paper.
(e) The Custodian shall not act under this Paragraph M in the
absence of receipt of a certificate of an officer of the
Fund that the Board has approved the use of a particular
Approved Book-Entry System for Commercial Paper; the
Custodian shall also obtain appropriate assurance from the
officers of the Fund that the Board has annually reviewed
and approved the continued use by the Fund of each
Approved Book-Entry System for Commercial Paper, so long
as such review and approval is required by Rule 17f-4
under the Investment Company Act of 1940, and the Fund
shall promptly notify the Custodian if the use of an
Approved Book-Entry System for Commercial Paper is to
be discontinued; at the request of the Fund, the Custodian
will terminate the use of any such System as promptly as
practicable.
<PAGE>
(f) The Custodian (or subcustodian, if the Approved Book-Entry
System for Commercial Paper is maintained by the
subcustodian) shall issue physical commercial paper or
promissory notes whenever requested to do so by the Fund
or in the event of an electronic system failure which
impedes issuance, transfer or custody of direct issue
commercial paper by book-entry.
(g) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to the Fund
for any loss or damage to the Fund resulting from use of
any Approved Book-Entry System for Commercial Paper by
reason of any negligence, misfeasance or misconduct of the
Custodian or any of its agents or subcustodians or of any
of its or their employees or from any failure of the
Custodian or any such agent or subcustodian to enforce
effectively such rights as it may have against the System,
the issuer of the commercial paper or any other person; at
the election of the Fund, it shall be entitled to be
subrogated to the rights of the Custodian with respect to
any claim against the System, the issuer of the commercial
paper or any other person which the Custodian may have as
a consequence of any such loss or damage if and to the
extent that the Fund has not been made whole for any such
loss or damage.
N. SEGREGATED ACCOUNT The Custodian shall upon receipt of proper
instructions establish and maintain a segregated account or
accounts for and on behalf of the Fund, into which account or
accounts may be transferred cash and/or securities, including
securities maintained in an account by the Custodian pursuant to
Paragraph L hereof, (i) in accordance with the provisions of any
agreement among the Fund, the Custodian and any registered
broker-dealer (or any futures commission merchant), relating to
compliance with the rules of the Options Clearing Corporation and
of any registered national securities exchange (or of the
Commodity Futures Trading Commission or of any contract market or
commodities exchange), or of any similar organization or
organizations, regarding escrow or deposit or other arrangements
in connection with transactions by the Fund, (ii) for purposes of
segregating cash or U.S. Government securities in connection with
options purchased, sold or written by the Fund or futures
contracts or options thereon purchased or sold by the Fund, (iii)
for the purposes of compliance by the Fund with the procedures
required by Investment Company Act Release No.10666, or any
subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of segregated
accounts by registered investment companies and (iv) for other
proper purposes, but only, in the case of clause (iv), upon
receipt of, in addition to proper instructions, a certificate
signed by two officers of the Fund, setting forth the purpose such
segregated account and declaring such purpose to be a proper
purpose.
<PAGE>
O. OWNERSHIP CERTIFICATES FOR TAX PURPOSES The Custodian shall
execute ownership and other certificates and affidavits for all
federal and state tax purposes in connection with receipt of
income or other payments with respect to securities of the Fund
held by it and in connection with transfers of securities.
P. PROXIES The Custodian shall, with respect to the securities held
by it hereunder, cause to be promptly delivered to the Fund all
forms of proxies and all notices of meetings and any other notices
or announcements or other written information affecting or
relating to the securities, and upon receipt of proper
instructions shall execute and deliver or cause its nominee to
execute and deliver such proxies or other authorizations as may be
required. Neither the Custodian nor its nominee shall vote upon
any of the securities or execute any proxy to vote thereon or give
any consent or take any other action with respect thereto (except
as otherwise herein provided) unless ordered to do so by proper
instructions.
Q. COMMUNICATIONS RELATING TO FUND PORTFOLIO SECURITIES The
Custodian shall deliver promptly to the Fund all written
information (including, without limitation, pendency of call and
maturities of securities and participation interests and
expirations of rights in connection therewith and notices of
exercise of call and put options written by the Fund and the
maturity of futures contracts purchased or sold by the Fund)
received by the Custodian from issuers and other persons relating
to the securities and participation interests being held for the
Fund. With respect to tender or exchange offers, the Custodian
shall deliver promptly to the Fund all written information
received by the Custodian from issuers and other persons relating
to the securities and participation interests whose tender or
exchange is sought and from the party (or his agents) making the
tender or exchange offer.
R. EXERCISE OF RIGHTS; TENDER OFFERS In the case of tender offers,
similar offers to purchase or exercise rights (including, without
limitation, pendency of calls and maturities of securities and
participation interests and expirations of rights in connection
therewith and notices of exercise of call and put options and the
maturity of futures contracts) affecting or relating to securities
and participation interests held by the Custodian under this
Agreement, the Custodian shall have responsibility for promptly
notifying the Fund of all such offers in accordance with the
standard of reasonable care set forth in Section 8 hereof. For
all such offers for which the Custodian is responsible as provided
in this Paragraph R, the Fund shall have responsibility for
providing the Custodian with all necessary instructions in timely
fashion. Upon receipt of proper instructions, the Custodian shall
timely deliver to the issuer or trustee thereof, or to the agent
of either, warrants, puts, calls, rights or similar
<PAGE>
securities for the purpose of being exercised or sold upon proper
receipt therefor and upon receipt of assurances satisfactory to
the Custodian that the new securities and cash, if any,
acquired by such action are to be delivered to the Custodian or
any subcustodian employed pursuant to Section 2 hereof. Upon
receipt of proper instructions, the Custodian shall timely deposit
securities upon invitations for tenders of securities upon proper
receipt therefor and upon receipt of assurances satisfactory to
the Custodian that the consideration to be paid or delivered or
the tendered securities are to be returned to the Custodian or
subcustodian employed pursuant to Section 2 hereof.
Notwithstanding any provision of this Agreement to the contrary,
the Custodian shall take all necessary action, unless otherwise
directed to the contrary by proper instructions, to comply with
the terms of all mandatory or compulsory exchanges, calls,
tenders, redemptions, or similar rights of security ownership, and
shall thereafter promptly notify the Fund in writing of such
action.
S. DEPOSITORY RECEIPTS The Custodian shall, upon receipt of proper
instructions, surrender or cause to be surrendered foreign
securities to the depository used by an issuer of American
Depository Receipts, European Depository Receipts or International
Depository Receipts (hereinafter collectively referred to as
"ADRs") for such securities, against a written receipt therefor
adequately describing such securities and written evidence
satisfactory to the Custodian that the depository has acknowledged
receipt of instructions to issue with respect to such securities
ADRs in the name of a nominee of the Custodian or in the name or
nominee name of any subcustodian employed pursuant to Section 2
hereof, for delivery to the Custodian or such subcustodian at such
place as the Custodian or such subcustodian may from time to time
designate. The Custodian shall, upon receipt of proper
instructions, surrender ADRs to the issuer thereof against a
written receipt therefor adequately describing the ADRs
surrendered and written evidence satisfactory to the Custodian
that the issuer of the ADRs has acknowledged receipt of
instructions to cause its depository to deliver the securities
underlying such ADRs to the Custodian or to a subcustodian
employed pursuant to Section 2 hereof.
T. INTEREST BEARING CALL OR TIME DEPOSITS The Custodian shall, upon
receipt of proper instructions, place interest bearing fixed term
and call deposits with the banking department of such banking
institution (other than the Custodian) and in such amounts as the
Fund may designate. Deposits may be denominated in U.S. Dollars
or other currencies. The Custodian shall include in its records
with respect to the assets of the Fund appropriate notation as to
the amount and currency of each such deposit, the accepting
banking institution and other appropriate details and shall retain
such forms of advice or receipt evidencing the deposit, if any, as
may be forwarded to the Custodian by the banking
<PAGE>
institution. Such deposits shall be deemed portfolio securities
of the applicable Fund for the purposes of this Agreement, and the
Custodian shall be responsible for the collection of income from
such accounts and the transmission of cash to and from such
accounts.
U. Options, Futures Contracts and Foreign Currency Transactions
------------------------------------------------------------
1. OPTIONS. The Custodians shall, upon receipt of proper
instructions and in accordance with the provisions of any
agreement between the Custodian, any registered
broker-dealer and, if necessary, the Fund, relating to
compliance with the rules of the Options Clearing
Corporation or of any registered national securities
exchange or similar organization or organizations, receive
and retain confirmations or other documents, if any,
evidencing the purchase or writing of an option on a
security, securities index, currency or other financial
instrument or index by the Fund; deposit and maintain in a
segregated account for each Fund separately, either
physically or by book-entry in a Securities System,
securities subject to a covered call option written by the
Fund; and release and/or transfer such securities or other
assets only in accordance with a notice or other
communication evidencing the expiration, termination or
exercise of such covered option furnished by the Options
Clearing Corporation, the securities or options exchange
on which such covered option is traded or such other
organization as may be responsible for handling such
options transactions. The Custodian and the broker-dealer
shall be responsible for the sufficiency of assets held in
each Fund's segregated account in compliance with
applicable margin maintenance requirements.
2. FUTURES CONTRACTS The Custodian shall, upon receipt of
proper instructions, receive and retain confirmations and
other documents, if any, evidencing the purchase or sale
of a futures contract or an option on a futures contract
by the Fund; deposit and maintain in a segregated account,
for the benefit of any futures commission merchant, assets
designated by the Fund as initial, maintenance or
variation "margin" deposits (including mark- to-market
payments) intended to secure the Fund's performance of its
obligations under any futures contracts purchased or sold
or any options on futures contracts written by Fund, in
accordance with the provisions of any agreement or
agreements among the Fund, the Custodian and such futures
commission merchant, designed to comply with the rules of
the Commodity Futures Trading Commission and/or of any
contract market or commodities exchange or similar
organization regarding such margin deposits or payments;
and release and/or transfer assets in such margin accounts
only in
<PAGE>
accordance with any such agreements or rules. The
Custodian and the futures commission merchant shall be
responsible for the sufficiency of assets held in the
segregated account in compliance with the applicable
margin maintenance and mark-to-market payment requirements.
3. FOREIGN EXCHANGE TRANSACTIONS The Custodian shall,
pursuant to proper instructions, enter into or cause a
subcustodian to enter into foreign exchange contracts,
currency swaps or options to purchase and sell foreign
currencies for spot and future delivery on behalf and for
the account of the Fund. Such transactions may be
undertaken by the Custodian or subcustodian with such
banking or financial institutions or other currency
brokers, as set forth in proper instructions. Foreign
exchange contracts, swaps and options shall be deemed to
be portfolio securities of the Fund; and accordingly, the
responsibility of the Custodian therefor shall be the same
as and no greater than the Custodian's responsibility in
respect of other portfolio securities of the Fund. The
Custodian shall be responsible for the transmittal to and
receipt of cash from the currency broker or banking or
financial institution with which the contract or option is
made, the maintenance of proper records with respect to
the transaction and the maintenance of any segregated
account required in connection with the transaction. The
Custodian shall have no duty with respect to the selection
of the currency brokers or banking or financial
institutions with which the Fund deals or for their
failure to comply with the terms of any contract or
option. Without limiting the foregoing, it is agreed that
upon receipt of proper instructions and insofar as funds
are made available to the Custodian for the purpose, the
Custodian may (if determined necessary by the Custodian to
consummate a particular transaction on behalf and for the
account of the Fund) make free outgoing payments of cash
in the form of U.S. dollars or foreign currency before
receiving confirmation of a foreign exchange contract or
swap or confirmation that the countervalue currency
completing the foreign exchange contract or swap has been
delivered or received. The Custodian shall not be
responsible for any costs and interest charges which may
be incurred by the Fund or the Custodian as a result of
the failure or delay of third parties to deliver foreign
exchange; provided that the Custodian shall nevertheless
be held to the standard of care set forth in, and shall be
liable to the Fund in accordance with, the provisions of
Section 8.
V. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY The Custodian may in its
discretion, without express authority from the Fund:
<PAGE>
1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
duties under this Agreement, PROVIDED, that all such
payments shall be accounted for by the Custodian to the
Treasurer of the Fund;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Fund, checks,
drafts and other negotiable instruments; and
4) in general, attend to all nondiscretionary details in
connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the securities
and property of the Fund except as otherwise directed by
the Fund.
4. Duties of Bank with Respect to Books of Account and Calculations of Net
Asset Value
-----------------------------------------------------------------------
The Bank shall as Agent (or as Custodian, as the case may be) keep such books
of account and render as at the close of business on each day a detailed
statement of the amounts received or paid out and of securities received or
delivered for the account of the Fund during said day and such other
statements, including a daily trial balance and inventory of the Fund's
portfolio securities; and shall furnish such other financial information and
data as from time to time requested by the Treasurer or any authorized officer
of the Fund; and shall compute and determine, as of the close of regular
trading on the New York Stock Exchange, or at such other time or times as the
Board may determine, the net asset value of a Share in the Fund, such
computation and determination to be made in accordance with the governing
documents of the Fund and the votes and instructions of the Board at the time
in force and applicable, and promptly notify the Fund and its investment
adviser and such other persons as the Fund may request of the result of such
computation and determination. In computing the net asset value the Custodian
may rely upon security quotations received by telephone or otherwise from
sources or pricing services designated by the Fund by proper instructions, and
may further rely upon information furnished to it by any authorized officer of
the Fund relative (a) to liabilities of the Fund not appearing on its books of
account, (b) to the existence, status and proper treatment of any reserve or
reserves, (c) to any procedures established by the Board regarding the
valuation of portfolio securities, and (d) to the value to be assigned to any
bond, note, debenture, Treasury bill, repurchase agreement, subscription right,
security, participation interest or other asset or property for which market
quotations are not readily available.
5. Records and Miscellaneous Duties
--------------------------------
The Bank shall create, maintain and preserve all records relating to its
activities and obligations under this Agreement in such manner as will meet the
obligations of the Fund
<PAGE>
under the Investment Company Act of 1940, with particular attention to Section
31 thereof and Rules 31a-1 and 31a-2 thereunder, applicable federal and state
tax laws and any other law or administrative rules or procedures which may be
applicable to the Fund. All books of account and records maintained by the Bank
in connection with the performance of its duties under this Agreement shall be
the property of the Fund, shall at all times during the regular business hours
of the Bank be open for inspection by authorized officers, employees or agents
of the Fund, and in the event of termination of this Agreement shall be
delivered to the Fund or to such other person or persons as shall be designated
by the Fund. Disposition of any account or record after any required period of
preservation shall be only in accordance with specific instructions received
from the Fund. The Bank shall assist generally in the preparation of
reports to shareholders, audits of accounts, and other ministerial matters of
like nature; and, upon request, shall furnish the Fund's auditors with an
attested inventory of securities held with appropriate information as to
securities in transit or in the process of purchase or sale and with such other
information as said auditors may from time to time request. The Custodian shall
also maintain records of all receipts, deliveries and locations of such
securities, together with a current inventory thereof, and shall conduct
periodic verifications (including sampling counts at the Custodian) of
certificates representing bonds and other securities for which it is responsible
under this Agreement in such manner as the Custodian shall determine from time
to time to be advisable in order to verify the accuracy of such inventory. The
Bank shall not disclose or use any books or records it has prepared or
maintained by reason of this Agreement in any manner except as expressly
authorized herein or directed by the Fund, and the Bank shall keep confidential
any information obtained by reason of this Agreement.
6. Opinion of Fund's Independent Public Accountants
------------------------------------------------
The Custodian shall take all reasonable action, as the Fund may from time to
time request, to enable the Fund to obtain from year to year favorable opinions
from the Fund's independent public accountants with respect to its activities
hereunder in connection with the preparation of the Fund's registration
statement and Form N-SAR or other periodic reports to the Securities and
Exchange Commission and with respect to any other requirements of such
Commission.
7. Compensation and Expenses of Bank
---------------------------------
The Bank shall be entitled to reasonable compensation for its services as
Custodian and Agent, as agreed upon from time to time between the Fund and the
Bank. The Bank shall entitled to receive from the Fund on demand reimbursement
for its cash disbursements, expenses and charges, including counsel fees, in
connection with its duties as Custodian and Agent hereunder, but excluding
salaries and usual overhead expenses.
8. Responsibility of Bank
----------------------
<PAGE>
So long as and to the extent that it is in the exercise of reasonable care, the
Bank as Custodian and Agent shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably believed by it to
be genuine and to be signed by the proper party or parties.
The Bank as Custodian and Agent shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Fund) on all matters, and shall
be without liability for any action reasonably taken or omitted pursuant to
such advice.
The Bank as Custodian and Agent shall be held to the exercise of reasonable
care in carrying out the provisions of this Agreement but shall be liable only
for its own negligent or bad faith acts or failures to act. Notwithstanding
the foregoing, nothing contained in this paragraph is intended to nor shall it
be construed to modify the standards of care and responsibility set forth in
Section 2 hereof with respect to subcustodians and in subparagraph f of
Paragraph L of Section 3 hereof with respect to Securities Systems and in
subparagraph g of Paragraph M of Section 3 hereof with respect to an Approved
Book-Entry System for Commercial Paper.
The Custodian shall be liable for the acts or omissions of a foreign banking
institution to the same extent as set forth with respect to subcustodians
generally in Section 2 hereof, provided that, regardless of whether assets are
maintained in the custody of a foreign banking institution, a foreign
securities depository or a branch of a U.S. bank, the Custodian shall not be
liable for any loss, damage, cost, expense, liability or claim resulting from,
or caused by, the direction of or authorization by the Fund to maintain custody
of any securities or cash of the Fund in a foreign county including, but not
limited to, losses resulting from nationalization, expropriation, currency
restrictions, acts of war, civil war or terrorism, insurrection, revolution,
military or usurped powers, nuclear fission, fusion or radiation, earthquake,
storm or other disturbance of nature or acts of God.
If the Fund requires the Bank in any capacity to take any action with respect
to securities, which action involves the payment of money or which action may,
in the opinion of the Bank, result in the Bank or its nominee assigned to the
Fund being liable for the payment of money or incurring liability of some other
form, the Fund, as a prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
9. Persons Having Access to Assets of the Fund
-------------------------------------------
(i) No trustee, director, general partner, officer, employee
or agent of the Fund shall have physical access to the
assets of the Fund held by the Custodian or be authorized
or permitted to withdraw any investments of the Fund, nor
shall the Custodian deliver any assets of the Fund to any
such person. No officer or director, employee or agent of
the Custodian who holds any similar position with the Fund
or the
<PAGE>
investment adviser of the Fund shall have access to the
assets of the Fund.
(ii) Access to assets of the Fund held hereunder shall only be
available to duly authorized officers, employees,
representatives or agents of the Custodian or other
persons or entities for whose actions the Custodian shall
be responsible to the extent permitted hereunder, or to
the Fund's independent public accountants in connection
with their auditing duties performed on behalf of the
Fund.
(iii) Nothing in this Section 9 shall prohibit any officer,
employee or agent of the Fund or of the investment adviser
of the Fund from giving instructions to the Custodian or
executing a certificate so long as it does not result in
delivery of or access to assets of the Fund prohibited by
paragraph (i) of this Section 9.
10. Effective Period, Termination and Amendment; Successor Custodian
----------------------------------------------------------------
This Agreement shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
either party by an instrument in writing delivered or mailed, postage prepaid
to the other party, such termination to take effect not sooner than sixty (60)
days after the date of such delivery or mailing; provided, that the Fund may at
any time by action of its Board, (i) substitute another bank or trust company
for the Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Custodian by the Federal Deposit Insurance
Corporation or by the Banking Commissioner of The Commonwealth of Massachusetts
or upon the happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction. Upon termination of the
Agreement, the Fund shall pay to the Custodian such compensation as may be due
as of the date of such termination and shall likewise reimburse the Custodian
for its costs, expenses and disbursements.
Unless the holders of a majority of the outstanding Shares of the Fund vote to
have the securities, funds and other properties held hereunder delivered and
paid over to some other bank or trust company, specified in the vote, having
not less than $2,000,000 of aggregate capital, surplus and undivided profits,
as shown by its last published report, and meeting such other qualifications
for custodians set forth in the Investment Company Act of 1940, the Board
shall, forthwith, upon giving or receiving notice of termination of this
Agreement, appoint as successor custodian, a bank or trust company having such
qualifications. The Bank, as Custodian, Agent or otherwise, shall, upon
termination of the Agreement, deliver to such successor custodian, all
securities then held hereunder and all funds or other properties of the Fund
deposited with or held by the Bank hereunder and all books of account and
records kept by the Bank pursuant to this Agreement, and all documents held by
the Bank relative thereto. In the event that no such vote has been
<PAGE>
adopted by the shareholders and that no written order designating a successor
custodian shall have been delivered to the Bank on or before the date when such
termination shall become effective, then the Bank shall not deliver the
securities, funds and other properties of the Fund to the Fund but shall have
the right to deliver to a bank or trust company doing business in Boston,
Massachusetts of its own selection, having an aggregate capital, surplus and
undivided profits, as shown by its last published report, of not less than
$2,000,000, all funds, securities and properties of the Fund held by or
deposited with the Bank, and all books of account and records kept by the Bank
pursuant to this Agreement, and all documents held by the Bank relative
thereto. Thereafter such bank or trust company shall be the successor of the
Custodian under this Agreement.
11. Interpretive and Additional Provisions
--------------------------------------
In connection with the operation of this Agreement, the Custodian and the Fund
may from time to time agree on such provisions interpretive of or in addition
to the provisions of this Agreement as may in their joint opinion be consistent
with the general tenor of this Agreement. Any such interpretive or additional
provisions shall be in a writing signed by both parties and shall be annexed
hereto, provided that no such interpretive or additional provisions shall
contravene any applicable federal or state regulations or any provision of the
governing instruments of the Fund. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment
of this Agreement.
12. Certification as to Authorized Officers
---------------------------------------
The Secretary of the Fund shall at all times maintain on file with the Bank his
certification to the Bank, in such form as may be acceptable to the Bank, of
the names and signatures of the authorized officers of each fund, it being
understood that upon the occurence of any change in the information set forth
in the most recent certification on file (including without limitation any
person named in the most recent certification who has ceased to hold the office
designated therein), the Secretary of the Fund shall sign a new or amended
certification setting forth the change and the new, additional or ommitted
names or signatures. The Bank shall be entitled to rely and act upon any
officers named in the most recent certification.
13. Notices
-------
Notices and other writings delivered or mailed postage prepaid to the Fund
addressed to Thomas H. Drohan, John Hancock Advisers, Inc., 101 Huntington
Avenue, Boston, Massachusetts 02199, or to such other address as the Fund may
have designated to the Bank, in writing, or to Investors Bank & Trust Company,
24 Federal Street, Boston, Massachusetts 02110, shall be deemed to have been
properly delivered or given hereunder to the respective addressees.
<PAGE>
14. Massachusetts Law to Apply; Limitations on Liability
----------------------------------------------------
This Agreement shall be construed and the provisions thereof interpreted under
and in accordance with the laws of The Commonwealth of Massachusetts.
If the Fund is a Massachusetts business trust, the Custodian expressly
acknowledges the provision in the Fund's declaration of trust limiting the
personal liability of the trustees and shareholders of the Fund; and the
Custodian agrees that it shall have recourse only to the assets of the Fund for
the payment of claims or obligations as between the Custodian and the Fund
arising out of this Agreement, and the Custodian shall not seek satisfaction of
any such claim or obligation from the trustees or shareholders of the Fund.
Each Fund, and each series or portfolio of a Fund, shall be liable only for its
own obligations to the Custodian under this Agreement and shall not be jointly
or severally liable for the obligations of any other Fund, series or portfolio
hereunder.
<PAGE>
15. Adoption of the Agreement by the Fund
-------------------------------------
The Fund represents that its Board has approved this Agreement and has duly
authorized the Fund to adopt this Agreement. This Agreement shall be deemed to
supersede and terminate, as of the date first written above, all prior
agreements between the Fund and the Bank relating to the custody of the Fund's
assets.
* * * *
<PAGE>
In Witness Whereof, the parties hereto have caused this agreement to be
executed in duplicate as of the date first written above by their respective
officers thereunto duly authorized.
John Hancock Mutual Funds
by: /s/ Robert G. Freedman
----------------------
Attest:
/s/Avery P. Maher
- -----------------
Investors Bank & Trust Company
by: /s/ Henry M. Joyce
------------------
Attest:
/s/ JM Keenan
- -------------
<PAGE>
Page 1 of 2
INVESTORS BANK & TRUST COMPANY
APPENDIX A
[EFFECTIVE JANUARY 30, 1995]
John Hancock Limited Term Government Fund
John Hancock Capital Series
John Hancock Special Value Fund
John Hancock Growth Fund
John Hancock Income Securities Trust
John Hancock Investors Trust
John Hancock Sovereign Bond Fund
John Hancock Sovereign Investors Fund, Inc.
John Hancock Sovereign Investors Fund
John Hancock Sovereign Balanced Fund
John Hancock Special Equities Fund
John Hancock Strategic Series
John Hancock Independence Diversified Core Equity Fund
John Hancock Strategic Income Fund
John Hancock Utilities Fund
John Hancock Tax-Exempt Income Fund
John Hancock Tax-Exempt Series Fund
California Portfolio
Massachusetts Portfolio
New York Portfolio
John Hancock Technology Series, Inc.
John Hancock National Aviation & Technology Fund
John Hancock Global Technology Fund
Freedom Investment Trust
John Hancock Gold & Government Fund
John Hancock Regional Bank Fund
John Hancock Sovereign U.S. Government Income Fund
John Hancock Managed Tax-Exempt Fund
John Hancock Sovereign Achievers Fund
Freedom Investment Trust II
John Hancock Special Opportunities Fund
Freedom Investment Trust III
John Hancock Discovery Fund
<PAGE>
Page 2 of 2
INVESTORS BANK & TRUST COMPANY
APPENDIX A
[EFFECTIVE JANUARY 30, 1995]
John Hancock Series, Inc.
John Hancock Emerging Growth Fund
John Hancock Global Resources Fund
John Hancock Government Income Fund
John Hancock High Yield Bond Fund
John Hancock High Yield Tax-Free Fund
John Hancock Money Market Fund B
John Hancock Cash Reserve, Inc.
John Hancock Current Interest
John Hancock U.S. Government Cash Reserve
John Hancock Capital Growth Fund
John Hancock Investment Trust
John Hancock Growth and Income Fund
John Hancock California Tax-Free Income Fund
John Hancock Tax-Free Bond Fund
John Hancock Bond Fund
John Hancock Investment Quality Bond Fund
John Hancock Government Securities Trust
John Hancock U.S. Government Trust
John Hancock Adjustable U.S. Government Trust
John Hancock Adjustable U.S. Government Fund
John Hancock Intermediate Government Trust
John Hancock Institutional Series Trust
John Hancock Berkeley Dividend Performers Fund
John Hancock Berkeley Bond Fund
John Hancock Berkeley Fundamental Value Fund
John Hancock Berkeley Sector Opportunity Fund
John Hancock Independence Diversified Core Equity Fund II
John Hancock Independence Value Fund
John Hancock Independence Growth Fund
John Hancock Independence Medium Capitalization Fund
John Hancock Independence Balanced Fund
JOHN HANCOCK HIGH INCOME TRUST
TRANSFER AGENCY AND SERVICE AGREEMENT
Dated January 1, 1991
<PAGE>
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 1st day of January, 1991 by and between
John Hancock High Income Trust, a Massachusetts business trust, having
its principal office and place of business at 101 Huntington Avenue,
Boston, Massachusetts (the "Fund"), and John Hancock Fund Services,
Inc., a Delaware corporation having its principal office and place of
business at 101 Huntington Avenue, Boston, Massachusetts 02117 ("JHFSI").
WITNESSETH:
WHEREAS, the Fund desires to appoint JHFSI as its transfer agent,
dividend disbursing agent and agent in connection with certain other
activities, and JHFSI desires to accept such appointment;
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Fund intends to initially offer Shares in two series,
Federal Securities Portfolio and the Fixed Income Portfolio; such
series, together with all other series subsequently established by the
Fund and made subject to this Agreement in accordance with Article 8,
being herein referred to as the "Fund(s)");
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Article 1 Terms of Appointment: Duties of JHFSI
1.01 Subject to the terms and conditions set forth in this Agreement,
the Fund hereby, employs and appoints JHFSI to act as, and JHFSI agrees
to act as transfer agent for the Fund's authorized and issued shares of
capital stock ("Shares"), with any accumulation, open-account or similar
plans provided to the shareholders of the Fund ("Shareholders") and set
out in the currently effective prospectus of the Fund, including without
limitation any periodic investment plan or periodic withdrawal program.
1.02 JHFSI agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Fund and JHFSI, JHFSI shall:
(i) Receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation
therefor to the Custodian of the Fund authorized pursuant
to the Declaration of Trust of the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number
of Shares and hold such Shares in the appropriate
Shareholder account;
(iii) Receive for acceptance, redemption requests and redemption
directions and deliver the appropriate documentation
therefor to the Custodian;
(iv) At the appropriate time as and when it receives monies paid
to it by the Custodian with respect to any redemption, pay
over or cause to be paid over in the appropriate manner
such monies as instructed by the redeeming Shareholders;
(v) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and
distributions declared by the Fund; and
(vii) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(viii) Record the issuance of Shares of the Fund and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total
number of Shares of the Fund which are authorized, based
upon data provided to it by the Fund, and issued and
outstanding. JHFSI shall also provide the Fund on a
regular basis with the total number of Shares which are
authorized and issued and outstanding and shall have no
obligation, when recording the issuance of Shares, to
monitor the issuance of such Shares or to take cognizance
of any laws relating to the issue or sale of such Shares,
which functions shall be the sole responsibility of the
Fund.
(b) In addition to and not in lieu of the services set forth in the
above paragraph (a), JHFSI shall: (i) perform all of the customary
services of a transfer agent, dividend disbursing agent and, as
relevant, agent in connection with accumulation, open-account or similar
plans (including without limitation any periodic investment plan or
periodic withdrawal program); including but not limited to: maintaining
all Shareholder accounts, preparing Shareholder meeting lists, mailing
proxies, receiving and tabulating proxies, mailing Shareholder reports
and prospectuses to current Shareholders, withholding taxes on U.S.
resident and non-resident alien accounts, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms required with
respect to dividends and distributions by federal authorities for all
Shareholders, preparing and mailing confirmations forms and statements
of account to Shareholders for all purchases and redemptions of Shares
and other confirmable transactions in Shareholder accounts, preparing
and mailing activity statements for Shareholders, and providing
Shareholder account information and (ii) provide a system which will
enable the Fund to monitor the total number of Shares sold in each State.
(c) In addition, the Fund shall (i) identify to JHFSI in writing
those transactions and assets to be treated as exempt from the blue sky
reporting for each State and (ii) verify the establishment of
transactions for each State on the system prior to activation and
thereafter monitor the daily activity for each State. The
responsibility of JHFSI for the Fund's blue sky State registration
status is solely limited to the initial establishment of transactions
subject to blue sky compliance by the Fund and the reporting of such
transactions to the Fund as provided above.
(d) Additionally, JHFSI shall:
(i) Utilize a system to identify all share transactions which
involve purchase and redemption orders that are processed at a time
other than the time of the computation of net asset value per share
next computed after receipt of such orders, and shall compute the net
effect upon the Fund of such transactions so identified on a daily and
cumulative basis.
(ii) If upon any day the cumulative net effect of such
transactions upon the Fund is negative and exceed a dollar amount
equivalent to 1/2 of 1 cent per share, JHFSI shall promptly make a
payment to the Fund in cash or through the use of a credit, in the
manner described in paragraph (iv) below, in such amount as may be
necessary to reduce the negative cumulative net effect to less than
1/2 of 1 cent per share.
(iii) If on the last business day of any month the cumulative
net effect upon the Fund (adjusted by the amount of all prior
payments and credits by JHFSI and the Fund) is negative, the Fund
shall be entitled to a reduction in the fee next payable under the
Agreement by an equivalent amount, except as provided in paragraph
(iv) below. If on the last business day in any month the cumulative
net effect upon the Fund (adjusted by the amount of all prior
payments and credits by JHFSI and the Fund) is positive, JHFSI shall
be entitled to recover certain past payments and reductions in fees,
and to credit against all future payments and fee reductions that
may be required under the Agreement as herein described in paragraph
(iv) below.
(iv) At the end of each month, any positive cumulative net
effect upon the Fund shall be deemed to be a credit to JHFSI which
shall first be applied to permit JHFSI to recover any prior cash
payments and fee reductions made by it to the Fund under paragraphs
(ii) and (iii) above during the calendar year, by increasing the
amount of the monthly fee under the Agreement next payable in an
amount equal to prior payments and fee reductions made by JHFSI
during such calendar year, but not exceeding the sum of that month's
credit and credits arising in prior months during such calendar year
to the extent such prior credits have not previously been utilized
as contemplated by this paragraph. Any portion of a credit to JHFSI
not so used by it shall remain as a credit to be used as payment
against the amount of any future negative cumulative net effects
that would otherwise require a cash payment or fee reduction to be
made to the Fund pursuant to paragraphs (ii) or (iii) above
(regardless of whether or not the credit or any portion thereof
arose in the same calendar year as that in which the negative
cumulative net effects or any portion thereof arose).
(v) JHFSI shall supply to the Fund from time to time, as
mutually agreed upon, reports summarizing the transactions
identified pursuant to paragraph (i) above, and the daily and
cumulative net effects of such transactions, and shall advise the
Fund at the end of each month of the net cumulative effect at such
time. JHFSI shall promptly advise the Fund if at any time the
cumulative net effect exceeds a dollar amount equivalent to 1/2 of 1
cent per share.
(vi)In the event that this Agreement is terminated for whatever
cause, or this provision 1.02 (d) is terminated pursuant to
paragraph (vii) below, the Fund shall promptly pay to JHFSI an
amount in cash equal to the amount by which the cumulative net
effect upon the Fund is positive or, if the cumulative net effect
upon the Fund is negative, JHFSI shall promptly pay to the Fund an
amount in cash equal to the amount of such cumulative net effect.
(vii) This provision 1.02 (d) of the Agreement may be
terminated by JHFSI at any time without cause, effective as of the
close of business on the date written notice (which may be by telex)
is received by the Fund.
Procedures applicable to certain of these services may be
establishes from time to time by agreement between the Fund and JHFSI.
Article 2 Fees and Expenses
2.01 For performance by JHFSI pursuant to this Agreement, the Fund
agrees to pay JHFSI an annual maintenance fee for each Shareholder
account as set out in the initial fee schedule attached hereto. Such
fees and out-of-pocket expenses and advances identified under Section
2.02 below may be changed from time to time subject to mutual written
agreement between the Fund and JHFSI.
2.02 In addition to the fee paid under Section 2.01 above. the Fund
agrees to reimburse JHFSI for out-of-pocket expenses or advances
incurred by JHFSI for the items set out in the fee schedule attached
hereto. In addition, any other expenses incurred by JHFSI at the
request or with the consent of the Fund, will be reimbursed by the Fund.
2.03 The Fund agrees to pay all fees and reimbursable expenses
promptly following the mailing of the respective billing notice.
Postage for mailing of dividends, proxies, Fund reports and other
mailings to all shareholder accounts shall be advanced to JHFSI by the
Fund at least seven (7) days prior to the mailing date of such materials.
Article 3 Representations and Warranties of JHFSI
JHFSI represents and warrants to the Fund that:
3.01 It is a Delaware corporation duly organized and existing and in
good standing under the laws of the State of Delaware, and as a Foreign
Corporation under the Laws of the Commonwealth of Massachusetts.
3.02 It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.
3.03 It is empowered under applicable laws and by its charter and
By-Laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
Article 4 Representations and Warranties of the Fund
The Fund represents and warrants to JHFSI that:
4.01 It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.
4.02 It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.
4.03 All Trust proceedings required by said Declaration of Trust and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
4.04 It is an open-end and diversified investment company registered
under the Investment Company Act of 1940.
4.05 A registration statement under the Securities Act of 1933 is
currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with
respect to all Shares of the Fund being offered for sale.
Article 5 Indemnification
5.01 JHFSI shall not be responsible for, and the Fund shall indemnify
and hold JHFSI harmless from and against, any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liabilities arising
out of or attributable to:
(a) All actions of JHFSI or its agent or subcontractors required to
be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith,
negligence or willful misconduct or which arise out of the breach of any
representation or warranty of the Fund hereunder.
(c) The reliance on or use by JHFSI or its agents or subcontractors
of information, records and documents which (i) are received by JHFSI or
its agents or subcontractors and furnished to it by or on behalf of the
Fund, and (ii) have been prepared and/or maintained by the Fund or any
other person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by JHFSI or its agents or
subcontractors of any instructions or requests of the Fund.
(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws
or regulations of any state that such Shares be registered in such state
or in violation of any stop order or other determination or ruling by
any federal agency or any state with respect to the offer or sale of
such Shares in such state.
5.02 JHFSI shall indemnify and hold the Fund harmless from and
against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of or attributed to any
action or failure or omission to act by JHFSI as a result of JHFSI's
lack of good faith, negligence or willful misconduct.
5.03 At any time JHFSI may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by JHFSI
under this Agreement, and JHFSI and its agents or subcontractors shall
not be liable and shall be lndemnified by the Fund for any action taken
or omitted by it in reliance upon such instructions or upon the opinion
of such counsel. JHFSI, its agents and subcontractors shall be protected
and indemnified in acting upon any paper or document furnished by or on
behalf of the Fund, reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction,
information, data, records or documents provided JHFSI or its agents or
subcontractors by machine readable input, telex, CRT data entry or other
similar means authorized by the Fund, and shall not be held to have
notice of any change of authority of any person, until receipt of
written notice thereof from the Fund. JHFSI, its agents and
subcontractors shall also be protected and indemnified in recognizing
stock certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officer of the Fund, and the
proper countersignature of any former transfer agent or registrar, or of
a co-transfer agent or co-registrar.
5.04 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its
control, or other causes reasonably beyond its control, such party shall
not be liable for damages to the other for any damages resulting from
such failure to perform or otherwise from such causes.
5.05 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or
for any act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which either
party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such assertion,
and shall keep the other party advised with respect to all developments
concerning such claim. The party who may be required to indemnify shall
have the option to participate with the party seeking indemnification in
the defense of such claim. The party seeking indemnification shall in
no case confess any claim or make any compromise in any case in which
the other party may be required to indemnify it except with the other
party's prior written consent.
Article 6 Covenants of the Fund and JHFSI
6.01 The Fund shall promptly furnish to JHFSI the following:
(a) A certified copy of the resolution of the Trustee of the Fund
authorizing the appointment of JHFSI and the execution and delivery of
this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Fund and
all amendments thereto.
6.02 JHFSI hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if
any; and for the preparation or use, and for keeping account of, such
certificates, forms and devices.
6.03 JHFSI shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable.
To the extent required by Section 31 of the Investment Company Act of
1940, as amended, and the Rules thereunder, JHFSI agrees that all such
records prepared or maintained by JHFSI relating to the services to be
performed by JHFSI hereunder are the property of the Fund and will be
preserved, maintained and made available in accordance with such Section
and Rules, and will be surrendered to the Fund on and in accordance with
its request.
6.04 JHFSI and the Fund agree that all books, records, information
and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of
this Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
6.05 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, JHFSI will endeavor to notify the Fund
and to secure instructions from an authorized officer of the Fund as to
such instruction. JHFSI reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel
that it may be held liable for the failure to exhibit the Shareholder
records to such person.
Article 7 Termination of Agreement
7.01 This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other.
7.02 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and
material will be borne by the Fund. Additionally, JHFSI reserves the
right to charge for any other reasonable expenses associated with such
termination.
Article 8 Additional Funds
8.01 In the event that the Fund establishes one or more of series of
Shares in addition to the Federal Securities Portfolio, and the Fixed
Income Portfolio with respect to which it desires to have JHFSI render
services as a transfer agent under the terms hereof, it shall so notify
JHFSI in writing, and if JHFSI agrees in writing to provide such
services, such series of Shares shall become a Fund hereunder.
Article 9 Assignment
9.01 Except as provided in Section 9.03 below, neither this Agreement
nor any rights or obligations hereunder may be assigned by either party
without the written consent of the other party.
9.02 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
9.03 JHFSI may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly
registered as a transfer agent pursuant to Section 17A (c)(1) of the
Securities Exchange Act of 1934 ("Section 17A (c)(1)"), (ii) 440
Financial Group, (iii) or any other entity JHFSI deems appropriate in
order to comply with the terms and conditions of this Agreement,
provided, however, that JHFSI shall be as fully responsible to the Fund
for the acts and omissions of any subcontractor as it is for its own
acts and omissions.
Article 10 Amendment
10.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of
the Trustees of the Fund.
Article 11 Massachusetts Law to Apply
11.01 This Agreement shall be construed and the provisions thereof
interpreted under and In accordance with the laws of The Commonwealth of
Massachusetts.
Article 12 Merger of Agreement
12.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the
subject hereof whether oral or written.
Article 13 Limitation on Liability
13.01 The name John Hancock High Income Trust is the designation of
the Trustees under the Declaration of Trust dated April 16, 1986, as
amended from time to time. The obligations of such Trust as not
personally binding upon, nor shall resort be had to the property of, any
of the Trustees, shareholders, officers, employees or agents of such
Trust, but the Trust's property only shall be bound.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of the day and year first
above written.
ATTEST: JOHN HANCOCK HIGH INCOME TRUST
/s/ Thomas H. Drohan By: /s/ Edward J. Boudreau, Jr.
ATTEST: JOHN HANCOCK FUND SERVICES, INC.
/s/ Thomas H. Drohan By:/s/ Robert H. Watts
JOHN HANCOCK STRATEGIC SERIES
(John Hancock Utilities Fund)
Amendment to
Transfer Agency and Service Agreement
WHEREAS, John Hancock Strategic Series, a Massachusetts business trust
(the "Trust"), has entered into a Transfer Agency and Service Agreement,
dated as of January 1, 1991 (the "Agreement") with John Hancock Fund
Services, Inc. ("JHFSI") with respect to its existing three series of
shares: John Hancock Strategic Income Fund, John Hancock Diversified Core
Equity Fund and John Hancock Strategic Municipal Fund (the "Existing Funds");
WHEREAS, the Board of Trustees of the Trust has determined to establish
a new series of shares of the Trust designated as John Hancock Utilities Fund
("Utilities Fund");
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Reference in the Agreement to the Trust and shares of beneficial
interest of the Trust shall be deemed to refer to both the Existing Funds and
Utilities Fund.
2. The obligations of the Trust are not personally binding upon, nor
shall resort be had to the property of, any of the Trustees, shareholders,
officers, employees or agents of the Trust, but the Trust's property only
shall be bound. No series of the Trust shall be liable for the obligations
of any other series.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed on the 1st day of February, 1994.
JOHN HANCOCK STRATEGIC SERIES
on behalf of John Hancock Utilities
Fund
By: /s/ Robert G. Freedman
JOHN HANCOCK FUND SERVICES, INC.
By: /s/ David A. King
JOHN HANCOCK STRATEGIC SERIES --
JOHN HANCOCK STRATEGIC INCOME FUND
Amended and Restated Distribution Plan
Class A Shares
January 3, 1994
Article I. This Plan
This amended and restated Distribution Plan (the "Plan") sets forth the
terms and conditions on which John Hancock Strategic Series (the "Trust"), on
behalf of John Hancock Strategic Income Fund (the "Fund"), a series portfolio
of the Trust, on behalf of its Class A shares, will, after the effective date
hereof, pay certain amounts to John Hancock Broker Distribution Services,
Inc. ("Broker Services") in connection with the provision by Broker Services
of certain services to the Fund and its Class A shareholders, as set forth
herein. Certain of such payments by the Fund may, under Rule 12b-1 of the
Securities and Exchange Commission, as from time to time amended (the
"Rule"), under the Investment Company Act of 1940, as amended (the "Act"), be
deemed to constitute the financing of distribution by the Fund of its
shares. This Plan describes all material aspects of such financing as
contemplated by the Rule and shall be administered and interpreted, and
implemented and continued, in a manner consistent with the Rule. The Trust
and Broker Services heretofore entered into a Distribution Agreement, dated
August 1, 1991 (the "Agreement"), the terms of which, as heretofore and from
time to time continued, are incorporated herein by reference.
Article II. Distribution and Service Expenses
The Fund shall pay to Broker Services a fee in the amount specified in
Article III hereof. Such fee may be spent by Broker Services on any
activities or expenses primarily intended to result in the sale of Class A
shares of the Fund, including, but not limited to the payment of Distribution
Expenses (as defined below) and Service Expenses (as defined below).
Distribution Expenses include but are not limited to, (a) initial and ongoing
sales compensation out of such fee as it is received by Broker Services of
the Fund or other broker-dealers ("Selling Brokers") that have entered into
an agreement with Broker Services for the sale of Class A shares of the Fund,
(b) direct out-of-pocket expenses incurred in connection with the
distribution of Class A shares of the Fund, including expenses related to
printing of prospectuses and reports to other than existing Class A
shareholders of the Fund, and preparation, printing and distribution of sales
literature and advertising materials, and (c) an allocation of overhead and
other branch office expenses of Broker Services related to the distribution
of Class A shares of the Fund.
Service Expenses include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of Broker
Services) and others who furnish personal and shareholder account maintenance
services to Class A shareholders of the Fund.
Article III. Maximum Expenditures
The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed 0.30% of the average
daily net asset value of the Class A shares of the Fund (determined in
accordance with the Fund's prospectus as from time to time in effect) on an
annual basis to cover Distribution Expenses and Service Expenses, provided
that the portion of such fee used to cover service expenses shall not exceed
an annual rate of up to 0.25% of the average daily net asset value of the
Class A shares of the Fund. Such expenditures shall be calculated and
accrued daily and paid monthly or at such other intervals as the Trustees
shall determine. In the event Broker Services is not fully reimbursed for
payments made or other expenses incurred by it under this Plan, such expenses
will not be carried beyond one year from the date such expenses were
incurred. Any fees paid to Broker Services under this Plan during any fiscal
year of the Fund and not expended or allocated by Broker Services for actual
or budgeted Distribution Expenses and Service Expenses during such fiscal
year will be promptly returned to the Fund.
Article IV. Expenses Borne by the Fund
Notwithstanding any other provision of this Plan, the Trust, the Fund
and its investment adviser, John Hancock Advisers, Inc. (the "Adviser"),
shall bear the respective expenses to be borne by them under the Investment
Management Contract, dated February 1, 1994, as from time to time continued
and amended (the "Management Contract"), and under the Fund's current
prospectus as it is from time to time in effect. Except as otherwise
contemplated by this Plan, the Trust, and the Fund shall not, directly or
indirectly, engage in financing any activity which is primarily intended to
or should reasonably result in the sale of shares of the Fund.
Article V. Approval by Trustees, etc.
This Plan shall not take effect until it has been approved, together
with any related agreements, by votes, cast in person at a meeting called for
the purpose of voting on this Plan or such agreements, of a majority (or
whatever greater percentage may, from time to time, be required by Section
12(b) of the Act or the rules and regulations thereunder) of (a) all of the
Trustees of the Fund and (b) those Trustees of the Fund who are not
"interested persons" of the Fund, as such term may be from time to time
defined under the Act, and have no direct or indirect financial interest in
the operation of this Plan or any agreements related to it (the "Independent
Trustees").
Article VI. Continuance
This Plan and any related agreements shall continue in effect for so
long as such continuance is specifically approved at least annually in
advance in the manner provided for the approval of this Plan in Article V.
Article VII. Information
Broker Services shall furnish the Fund and its Trustees quarterly, or at
such other intervals as the Fund shall specify, a written report of amounts
expended or incurred for Distribution Expenses and Service Expenses pursuant
to this Plan and the purposes for which such expenditures were made and such
other information as the Trustees may request.
Article VIII. Termination
This Plan may be terminated (a) at any time by vote of a majority of the
Trustees, a majority of the Independent Trustees, or a majority of the Fund's
outstanding voting Class A shares, or (b) by Broker Services on 60 days'
notice in writing to the Fund.
Article IX. Agreements
Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated at any
time, without payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the Fund's then outstanding
voting Class A shares.
(b) That such agreement shall terminate automatically in the event of its
assignment.
Article X. Amendments
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class A shares of the Fund. No material amendment to the
Plan shall, in any event, be effective unless it is approved in the same
manner as is provided for approval of this Plan in Article V.
Article XI. Limitation of Liability
The names "John Hancock Strategic Series" and "John Hancock Strategic
Income Fund" are the designations of the Trustees under the Amended and
Restated Declaration of Trust, dated September 21, 1993, as amended from time
to time. The Declaration of Trust has been filed with the Secretary of State
of the Commonwealth of Massachusetts. The obligations of the Trust and the
Fund are not personally binding upon, nor shall resort be had to the private
property of, any of the Trustees, shareholders, officers, employees or agents
of the Fund, but only the Fund's property shall be bound. No series of the
Trust shall be responsible for the obligations of any other series of the
Trust.
IN WITNESS WHEREOF, the Fund has executed this amended and restated
Distribution Plan effective as of the 3rd day of January, 1994 in Boston,
Massachusetts.
JOHN HANCOCK STRATEGIC SERIES --
JOHN HANCOCK STRATEGIC INCOME FUND
By: /s/Robert G. Freedman
President
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
By: /s/C. Troy Shaver, Jr.
President
JOHN HANCOCK STRATEGIC SERIES --
JOHN HANCOCK STRATEGIC INCOME FUND
Amended and Restated Distribution Plan
Class B Shares
October 1, 1993
Article I. This Plan
This amended and restated Distribution Plan (the "Plan") sets forth the
terms and conditions under which John Hancock Strategic Series (the "Trust"),
on behalf of John Hancock Strategic Income Fund (the "Fund"), a series
portfolio of the Trust, on behalf of its Class B shareholders, will, after
the effective date hereof, pay certain amounts to John Hancock Broker
Distribution Services, Inc. ("Broker Services") in connection with the
provision by Broker Services of certain services to the Fund and its Class B
shareholders, as set forth herein. Certain of such payments by the Fund may,
under Rule 12b-1 of the Securities and Exchange Commission, as from time to
time amended (the "Rule"), under the Investment Company Act of 1940, as
amended (the "Act"), be deemed to constitute the financing of distribution by
the Fund of its shares. This Plan describes all material aspects of such
financing as contemplated by the Rule and shall be administered and
interpreted, and implemented and continued, in a manner consistent with the
Rule. The Trust and Broker Services heretofore entered into a Distribution
Agreement, dated August 1, 1991 (the "Agreement"), the terms of which, as
heretofore and from time to time continued, are incorporated herein by
reference.
Article II. Distribution and Service Expenses
The Fund shall pay to Broker Services a fee in the amount specified in
Article III hereof. Such fee may be spent by Broker Services on any
activities or expenses primarily intended to result in the sale of Class B
shares of the Fund, including, but not limited to the payment of Distribution
Expenses (as defined below) and Service Expenses (as defined below).
Distribution Expenses include but are not limited to, (a) initial and ongoing
sales compensation out of such fee as it is received by Broker Services or
other broker-dealers ("Selling Brokers") that have entered into an agreement
with Broker Services for the sale of Class B shares of the Fund, (b) direct
out-of pocket expenses incurred in connection with the distribution of Class
B shares of the Fund, including expenses related to printing of prospectuses
and reports to other than existing Class B shareholders of the Fund, and
preparation, printing and distribution of sales literature and advertising
materials, (c) an allocation of overhead and other branch office expenses of
Broker Services related to the distribution of Class B shares of the Fund,
and (d) interest expenses on unreimbursed distribution expenses related to
Class B shares, as described in Article IV.
Service Expenses include payments made to, or on account of account
executives of selected broker-dealers (including affiliates of Broker
Services) and others who furnish personal and shareholder account maintenance
services to Class B shareholders of the Fund.
Article III. Maximum Expenditures
The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed 1.00% of the average
daily net asset value of the Class B shares of the Fund (determined in
accordance with the Fund's prospectus as from time to time in effect) on an
annual basis to cover Distribution Expenses and Service Expenses, provided
that the portion of such fee used to cover Service Expenses, shall not exceed
an annual rate of up to 0.25% of the average daily net asset value of the
Class B shares of the Fund. Such expenditures shall be calculated and
accrued daily and paid monthly or at such other intervals as the Trustees
shall determine.
Article IV. Unreimbursed Distribution Expenses
In the event that Broker Services is not fully reimbursed for payments
made or expenses incurred by it as contemplated hereunder, in any fiscal
year, Broker Services shall be entitled to carry forward such expenses to
subsequent fiscal years for submission to the Class B shares of the Fund for
payment, subject always to the annual maximum expenditures set forth in
Article III hereof; provided, however, that nothing herein shall prohibit or
limit the Trustees from terminating this Plan and all payments hereunder at
any time pursuant to Article IX hereof.
Article V. Expenses Borne by the Fund
Notwithstanding any other provision of this Plan, the Trust, the Fund
and its investment adviser, John Hancock Advisers, Inc. (the "Adviser"),
shall bear the respective expenses to be borne by them under the Investment
Management Contract between them, dated June 5, 1991 as from time to time
continued and amended (the "Management Contract"), and under the Fund's
current prospectus as it is from time to time in effect. Except as otherwise
contemplated by this Plan, the Trust and the Fund shall not, directly or
indirectly, engage in financing any activity which is primarily intended to
or should reasonably result in the sale of shares of the Fund.
Article VI. Approval by Trustees, etc.
This Plan shall not take effect until it has been approved, together
with any related agreements, by votes, cast in person at a meeting called for
the purpose of voting on this Plan or such agreements, of a majority (or
whatever greater percentage may, from time to time, be required by Section
12(b) of the Act or the rules and regulations thereunder) of (a) all of the
Trustees of the Fund and (b) those Trustees of the Fund who are not
"interested persons" of the Fund, as such term may be from time to time
defined under the Act, and have no direct or indirect financial interest in
the operation of this Plan or any agreements related to it (the "Independent
Trustees").
Article VII. Continuance
This Plan and any related agreements shall continue in effect for so
long as such continuance is specifically approved at least annually in
advance in the manner provided for the approval of this Plan in Article VI.
Article VIII. Information
Broker Services shall furnish the Fund and its Trustees quarterly, or
at such other intervals as the Fund shall specify, a written report of
amounts expended or incurred for Distribution Expenses and Services Expenses
pursuant to this Plan and the purposes for which such expenditures were made
and such other information as the Trustees may request.
Article IX. Termination
This Plan may be terminated (a) at any time by vote of a majority of
the Trustees, a majority of the Independent Trustees, or a majority of the
Fund's outstanding voting Class B shares, or (b) by Broker Services on 60
days' notice in writing to the Fund.
Article X. Agreements
Each Agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated
at any time, without payment of any penalty, by vote of a
majority of the Independent Trustees or by vote of a majority of
the Fund's then outstanding Class B shares.
(b) That such agreement shall terminate automatically in the event of
its assignment.
Article XI. Amendments
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class B shares of the Fund. No material amendment to the
Plan shall, in any event, be effective unless it is approved in the same
manner as is provided for approval of this Plan in Article VII.
Article XII. Limitation of Liability
The names "John Hancock Strategic Series" and "John Hancock Strategic
Income Fund" are the designations of the Trustees under the Amended and
Restated Declaration of Trust, dated September 21, 1993, as amended from time
to time. The Declaration of Trust has been filed with the Secretary of State
of the Commonwealth of Massachusetts. The obligations of the Trust and the
Fund are not personally binding upon, nor shall resort be had to the private
property of, any of the Trustees, shareholders, officers, employees or agents
of the Fund, but only the Fund's property shall be bound. No series of the
Trust shall be responsible for the obligations of any other series of the
Trust.
IN WITNESS WHEREOF, the Fund has executed this amended and restated
Distribution Plan effective as of the 1st day of October, 1993 in Boston,
Massachusetts.
JOHN HANCOCK STRATEGIC SERIES--
JOHN HANCOCK STRATEGIC INCOME FUND
By /s/Robert G. Freedman
President
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
By /s/C. Troy Shaver, Jr.
President
JOHN HANCOCK STRATEGIC SERIES --
JOHN HANCOCK UTILITIES FUND
Distribution Plan
Class A Shares
February 1, 1994
Article I. This Plan
This amended and restated Distribution Plan (the "Plan") sets forth the
terms and conditions on which John Hancock Strategic Series (the "Trust"), on
behalf of John Hancock Utilities Fund (the "Fund"), a series portfolio of the
Trust, on behalf of its Class A shares, will, after the effective date
hereof, pay certain amounts to John Hancock Broker Distribution Services,
Inc. ("Broker Services") in connection with the provision by Broker Services
of certain services to the Fund and its Class A shareholders, as set forth
herein. Certain of such payments by the Fund may, under Rule 12b-1 of the
Securities and Exchange Commission, as from time to time amended (the
"Rule"), under the Investment Company Act of 1940, as amended (the "Act"), be
deemed to constitute the financing of distribution by the Fund of its
shares. This Plan describes all material aspects of such financing as
contemplated by the Rule and shall be administered and interpreted, and
implemented and continued, in a manner consistent with the Rule. The Trust
and Broker Services heretofore entered into a Distribution Agreement, dated
August 1, 1991 (the "Agreement"), the terms of which, as heretofore and from
time to time continued, are incorporated herein by reference.
Article II. Distribution and Service Expenses
The Fund shall pay to Broker Services a fee in the amount specified in
Article III hereof. Such fee may be spent by Broker Services on any
activities or expenses primarily intended to result in the sale of Class A
shares of the Fund, including, but not limited to the payment of Distribution
Expenses (as defined below) and Service Expenses (as defined below).
Distribution Expenses include but are not limited to, (a) initial and ongoing
sales compensation out of such fee as it is received by Broker Services of
the Fund or other broker-dealers ("Selling Brokers") that have entered into
an agreement with Broker Services for the sale of Class A shares of the Fund,
(b) direct out-of-pocket expenses incurred in connection with the
distribution of Class A shares of the Fund, including expenses related to
printing of prospectuses and reports to other than existing Class A
shareholders of the Fund, and preparation, printing and distribution of sales
literature and advertising materials, and (c) an allocation of overhead and
other branch office expenses of Broker Services related to the distribution
of Class A shares of the Fund.
Service Expenses include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of Broker
Services) and others who furnish personal and shareholder account maintenance
services to Class A shareholders of the Fund.
Article III. Maximum Expenditures
The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed 0.30% of the average
daily net asset value of the Class A shares of the Fund (determined in
accordance with the Fund's prospectus as from time to time in effect) on an
annual basis to cover Distribution Expenses and Service Expenses, provided
that the portion of such fee used to cover service expenses shall not exceed
an annual rate of up to 0.25% of the average daily net asset value of the
Class A shares of the Fund. Such expenditures shall be calculated and
accrued daily and paid monthly or at such other intervals as the Trustees
shall determine. In the event Broker Services is not fully reimbursed for
payments made or other expenses incurred by it under this Plan, such expenses
will not be carried beyond one year from the date such expenses were
incurred. Any fees paid to Broker Services under this Plan during any fiscal
year of the Fund and not expended or allocated by Broker Services for actual
or budgeted Distribution Expenses and Service Expenses during such fiscal
year will be promptly returned to the Fund.
Article IV. Expenses Borne by the Fund
Notwithstanding any other provision of this Plan, the Trust, the Fund
and its investment adviser, John Hancock Advisers, Inc. (the "Adviser"),
shall bear the respective expenses to be borne by them under the Investment
Management Contract, dated February 1, 1994, as from time to time continued
and amended (the "Management Contract"), and under the Fund's current
prospectus as it is from time to time in effect. Except as otherwise
contemplated by this Plan, the Trust, and the Fund shall not, directly or
indirectly, engage in financing any activity which is primarily intended to
or should reasonably result in the sale of shares of the Fund.
Article V. Approval by Trustees, etc.
This Plan shall not take effect until it has been approved, together
with any related agreements, by votes, cast in person at a meeting called for
the purpose of voting on this Plan or such agreements, of a majority (or
whatever greater percentage may, from time to time, be required by Section
12(b) of the Act or the rules and regulations thereunder) of (a) all of the
Trustees of the Fund and (b) those Trustees of the Fund who are not
"interested persons" of the Fund, as such term may be from time to time
defined under the Act, and have no direct or indirect financial interest in
the operation of this Plan or any agreements related to it (the "Independent
Trustees").
Article VI. Continuance
This Plan and any related agreements shall continue in effect for so
long as such continuance is specifically approved at least annually in
advance in the manner provided for the approval of this Plan in Article V.
Article VII. Information
Broker Services shall furnish the Fund and its Trustees quarterly, or at
such other intervals as the Fund shall specify, a written report of amounts
expended or incurred for Distribution Expenses and Service Expenses pursuant
to this Plan and the purposes for which such expenditures were made and such
other information as the Trustees may request.
Article VIII. Termination
This Plan may be terminated (a) at any time by vote of a majority of the
Trustees, a majority of the Independent Trustees, or a majority of the Fund's
outstanding voting Class A shares, or (b) by Broker Services on 60 days'
notice in writing to the Fund.
Article IX. Agreements
Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated at any
time, without payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the Fund's then outstanding
voting Class A shares.
(b) That such agreement shall terminate automatically in the event of its
assignment.
Article X. Amendments
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class A shares of the Fund. No material amendment to the
Plan shall, in any event, be effective unless it is approved in the same
manner as is provided for approval of this Plan in Article V.
Article XI. Limitation of Liability
The names "John Hancock Strategic Series" and "John Hancock Utilities
Fund" are the designations of the Trustees under the Amended and Restated
Declaration of Trust, dated September 21, 1993, as amended from time to
time. The Declaration of Trust has been filed with the Secretary of State of
the Commonwealth of Massachusetts. The obligations of the Trust and the Fund
are not personally binding upon, nor shall resort be had to the private
property of, any of the Trustees, shareholders, officers, employees or agents
of the Fund, but only the Fund's property shall be bound. No series of the
Trust shall be responsible for the obligations of any other series of the
Trust.
IN WITNESS WHEREOF, the Fund has executed this Distribution Plan
effective as of the 1st day of February, 1994 in Boston, Massachusetts.
JOHN HANCOCK STRATEGIC SERIES --
JOHN HANCOCK UTILITIES FUND
By /s/Robert G. Freedman
President
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
By /s/C. Troy Shaver, Jr.
President
JOHN HANCOCK STRATEGIC SERIES --
JOHN HANCOCK UTILITIES FUND
Distribution Plan
Class B Shares
February 1, 1994
Article I. This Plan
This amended and restated Distribution Plan (the "Plan") sets forth the
terms and conditions under which John Hancock Strategic Series (the "Trust"),
on behalf of John Hancock Utilities Fund (the "Fund"), a series portfolio of
the Trust, on behalf of its Class B shareholders, will, after the effective
date hereof, pay certain amounts to John Hancock Broker Distribution
Services, Inc. ("Broker Services") in connection with the provision by Broker
Services of certain services to the Fund and its Class B shareholders, as set
forth herein. Certain of such payments by the Fund may, under Rule 12b-1 of
the Securities and Exchange Commission, as from time to time amended (the
"Rule"), under the Investment Company Act of 1940, as amended (the "Act"), be
deemed to constitute the financing of distribution by the Fund of its
shares. This Plan describes all material aspects of such financing as
contemplated by the Rule and shall be administered and interpreted, and
implemented and continued, in a manner consistent with the Rule. The Trust
and Broker Services heretofore entered into a Distribution Agreement, dated
August 1, 1991 (the "Agreement"), the terms of which, as heretofore and from
time to time continued, are incorporated herein by reference.
Article II. Distribution and Service Expenses
The Fund shall pay to Broker Services a fee in the amount specified in
Article III hereof. Such fee may be spent by Broker Services on any
activities or expenses primarily intended to result in the sale of Class B
shares of the Fund, including, but not limited to the payment of Distribution
Expenses (as defined below) and Service Expenses (as defined below).
Distribution Expenses include but are not limited to, (a) initial and ongoing
sales compensation out of such fee as it is received by Broker Services or
other broker-dealers ("Selling Brokers") that have entered into an agreement
with Broker Services for the sale of Class B shares of the Fund, (b) direct
out-of pocket expenses incurred in connection with the distribution of Class
B shares of the Fund, including expenses related to printing of prospectuses
and reports to other than existing Class B shareholders of the Fund, and
preparation, printing and distribution of sales literature and advertising
materials, (c) an allocation of overhead and other branch office expenses of
Broker Services related to the distribution of Class B shares of the Fund,
and (d) interest expenses on unreimbursed distribution expenses related to
Class B shares, as described in Article IV.
Service Expenses include payments made to, or on account of account
executives of selected broker-dealers (including affiliates of Broker
Services) and others who furnish personal and shareholder account maintenance
services to Class B shareholders of the Fund.
Article III. Maximum Expenditures
The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed 1.00% of the average
daily net asset value of the Class B shares of the Fund (determined in
accordance with the Fund's prospectus as from time to time in effect) on an
annual basis to cover Distribution Expenses and Service Expenses, provided
that the portion of such fee used to cover Service Expenses, shall not exceed
an annual rate of up to 0.25% of the average daily net asset value of the
Class B shares of the Fund. Such expenditures shall be calculated and
accrued daily and paid monthly or at such other intervals as the Trustees
shall determine.
Article IV. Unreimbursed Distribution Expenses
In the event that Broker Services is not fully reimbursed for payments
made or expenses incurred by it as contemplated hereunder, in any fiscal
year, Broker Services shall be entitled to carry forward such expenses to
subsequent fiscal years for submission to the Class B shares of the Fund for
payment, subject always to the annual maximum expenditures set forth in
Article III hereof; provided, however, that nothing herein shall prohibit or
limit the Trustees from terminating this Plan and all payments hereunder at
any time pursuant to Article IX hereof.
Article V. Expenses Borne by the Fund
Notwithstanding any other provision of this Plan, the Trust, the Fund
and its investment adviser, John Hancock Advisers, Inc. (the "Adviser"),
shall bear the respective expenses to be borne by them under the Investment
Management Contract between them, dated February 1, 1994 as from time to time
continued and amended (the "Management Contract"), and under the Fund's
current prospectus as it is from time to time in effect. Except as otherwise
contemplated by this Plan, the Trust and the Fund shall not, directly or
indirectly, engage in financing any activity which is primarily intended to
or should reasonably result in the sale of shares of the Fund.
Article VI. Approval by Trustees, etc.
This Plan shall not take effect until it has been approved, together
with any related agreements, by votes, cast in person at a meeting called for
the purpose of voting on this Plan or such agreements, of a majority (or
whatever greater percentage may, from time to time, be required by Section
12(b) of the Act or the rules and regulations thereunder) of (a) all of the
Trustees of the Fund and (b) those Trustees of the Fund who are not
"interested persons" of the Fund, as such term may be from time to time
defined under the Act, and have no direct or indirect financial interest in
the operation of this Plan or any agreements related to it (the "Independent
Trustees").
Article VII. Continuance
This Plan and any related agreements shall continue in effect for so
long as such continuance is specifically approved at least annually in
advance in the manner provided for the approval of this Plan in Article VI.
Article VIII. Information
Broker Services shall furnish the Fund and its Trustees quarterly, or
at such other intervals as the Fund shall specify, a written report of
amounts expended or incurred for Distribution Expenses and Services Expenses
pursuant to this Plan and the purposes for which such expenditures were made
and such other information as the Trustees may request.
Article IX. Termination
This Plan may be terminated (a) at any time by vote of a majority of
the Trustees, a majority of the Independent Trustees, or a majority of the
Fund's outstanding voting Class B shares, or (b) by Broker Services on 60
days' notice in writing to the Fund.
Article X. Agreements
Each Agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated
at any time, without payment of any penalty, by vote of a
majority of the Independent Trustees or by vote of a majority of
the Fund's then outstanding Class B shares.
(b) That such agreement shall terminate automatically in the event of
its assignment.
Article XI. Amendments
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class B shares of the Fund. No material amendment to the
Plan shall, in any event, be effective unless it is approved in the same
manner as is provided for approval of this Plan in Article VII.
Article XII. Limitation of Liability
The names "John Hancock Strategic Series" and "John Hancock Utilities
Fund" are the designations of the Trustees under the Amended and Restated
Declaration of Trust, dated September 21, 1993, amended from time to time.
The Declaration of Trust has been filed with the Secretary of State of the
Commonwealth of Massachusetts. The obligations of the Trust and the Fund are
not personally binding upon, nor shall resort be had to the private property
of, any of the Trustees, shareholders, officers, employees or agents of the
Fund, but only the Fund's property shall be bound. No series of the Trust
shall be responsible for the obligations of any other series of the Trust.
IN WITNESS WHEREOF, the Fund has executed this Distribution Plan
effective as of the 1st day of February, 1994 in Boston, Massachusetts.
JOHN HANCOCK STRATEGIC SERIES--
JOHN HANCOCK UTILITIES FUND
By /s/Robert G. Freedom
President
JOHN HANCOCK BROKER DISTRIBUTION SERVICES, INC.
By C. Troy Shaver, Jr.
President
JOHN HANCOCK STRATEGIC SERIES --
JOHN HANCOCK INDEPENDENCE DIVERSIFIED CORE EQUITY FUND
Amended and Restated Distribution Plan
Class A Shares
September 1, 1995
Article I. This Plan
This amended and restated Distribution Plan (the "Plan") sets forth the
terms and conditions on which John Hancock Strategic Series (the "Trust"), on
behalf of John Hancock Independence Diversified Core Equity Fund (the
"Fund"), a series portfolio of the Trust, on behalf of its Class A shares,
will, after the effective date hereof, pay certain amounts to John Hancock
Funds, Inc. ("JH Funds") in connection with the provision by JH Funds of
certain services to the Fund and its Class A shareholders, as set forth
herein. Certain of such payments by the Fund may, under Rule 12b-1 of the
Securities and Exchange Commission, as from time to time amended (the
"Rule"), under the Investment Company Act of 1940, as amended (the "Act"), be
deemed to constitute the financing of distribution by the Fund of its
shares. This Plan describes all material aspects of such financing as
contemplated by the Rule and shall be administered and interpreted, and
implemented and continued, in a manner consistent with the Rule. The Trust
and JH Funds heretofore entered into a Distribution Agreement, dated August
1, 1991 (the "Agreement"), the terms of which, as heretofore and from time to
time continued, are incorporated herein by reference.
Article II. Distribution and Service Expenses
The Fund shall pay to JH Funds a fee in the amount specified in Article
III hereof. Such fee may be spent by JH Funds on any activities or expenses
primarily intended to result in the sale of Class A shares of the Fund,
including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below). Distribution
Expenses include but are not limited to, (a) initial and ongoing sales
compensation out of such fee as it is received by Broker Services of the Fund
or other broker-dealers ("Selling Brokers") that have entered into an
agreement with JH Funds for the sale of Class A shares of the Fund, (b)
direct out-of-pocket expenses incurred in connection with the distribution of
Class A shares of the Fund, including expenses related to printing of
prospectuses and reports to other than existing Class A shareholders of the
Fund, and preparation, printing and distribution of sales literature and
advertising materials, and (c) an allocation of overhead and other branch
office expenses of JH Funds related to the distribution of Class A shares of
the Fund.
Service Expenses include payments made to, or on account of, account
executives of selected broker-dealers (including affiliates of JH Funds) and
others who furnish personal and shareholder account maintenance services to
Class A shareholders of the Fund.
Article III. Maximum Expenditures
The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed 0.30% of the average
daily net asset value of the Class A shares of the Fund (determined in
accordance with the Fund's prospectus as from time to time in effect) on an
annual basis to cover Distribution Expenses and Service Expenses, provided
that the portion of such fee used to cover service expenses shall not exceed
an annual rate of up to 0.25% of the average daily net asset value of the
Class A shares of the Fund. Such expenditures shall be calculated and
accrued daily and paid monthly or at such other intervals as the Trustees
shall determine. In the event JH Funds is not fully reimbursed for payments
made or other expenses incurred by it under this Plan, such expenses will not
be carried beyond one year from the date such expenses were incurred. Any
fees paid to JH Funds under this Plan during any fiscal year of the Fund and
not expended or allocated by JH Funds for actual or budgeted Distribution
Expenses and Service Expenses during such fiscal year will be promptly
returned to the Fund.
Article IV. Expenses Borne by the Fund
Notwithstanding any other provision of this Plan, the Trust, the Fund
and its investment adviser, John Hancock Advisers, Inc. (the "Adviser"),
shall bear the respective expenses to be borne by them under the Investment
Management Contract, as amended, dated June 5, 1991, as from time to time
continued and amended (the "Management Contract"), and under the Fund's
current prospectus as it is from time to time in effect. Except as otherwise
contemplated by this Plan, the Trust and the Fund shall not, directly or
indirectly, engage in financing any activity which is primarily intended to
or should reasonably result in the sale of shares of the Fund.
Article V. Approval by Trustees, etc.
This Plan shall not take effect until it has been approved, together
with any related agreements, by votes, cast in person at a meeting called for
the purpose of voting on this Plan or such agreements, of a majority (or
whatever greater percentage may, from time to time, be required by Section
12(b) of the Act or the rules and regulations thereunder) of (a) all of the
Trustees of the Fund and (b) those Trustees of the Fund who are not
"interested persons" of the Fund, as such term may be from time to time
defined under the Act, and have no direct or indirect financial interest in
the operation of this Plan or any agreements related to it (the "Independent
Trustees").
Article VI. Continuance
This Plan and any related agreements shall continue in effect for so
long as such continuance is specifically approved at least annually in
advance in the manner provided for the approval of this Plan in Article V.
Article VII. Information
JH Funds shall furnish the Fund and its Trustees quarterly, or at such
other intervals as the Fund shall specify, a written report of amounts
expended or incurred for Distribution Expenses and Service Expenses pursuant
to this Plan and the purposes for which such expenditures were made and such
other information as the Trustees may request.
Article VIII. Termination
This Plan may be terminated (a) at any time by vote of a majority of the
Trustees, a majority of the Independent Trustees, or a majority of the Fund's
outstanding voting Class A shares, or (b) by JH Funds on 60 days' notice in
writing to the Fund.
Article IX. Agreements
Each agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated at
any time, without payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the Fund's then outstanding
voting Class A shares.
(b) That such agreement shall terminate automatically in the event of
its assignment.
Article X. Amendments
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class A shares of the Fund. No material amendment to the
Plan shall, in any event, be effective unless it is approved in the same
manner as is provided for approval of this Plan in Article V.
Article XI. Limitation of Liability
The names "John Hancock Strategic Series" and "John Hancock Independence
Diversified Core Equity Fund" are the designations of the Trustees under the
Declaration of Trust, dated September 21, 1993, as amended from time to
time. The Declaration of Trust has been filed with the Secretary of State of
the Commonwealth of Massachusetts. The obligations of the Trust and the Fund
are not personally binding upon, nor shall resort be had to the private
property of, any of the Trustees, shareholders, officers, employees or agents
of the Fund, but only the Fund's property shall be bound. No series of the
Trust shall be responsible for the obligations of any other series of the
Trust.
IN WITNESS WHEREOF, the Fund has executed this amended and restated
Distribution Plan effective as of the 1st day of September, 1995 in Boston,
Massachusetts.
JOHN HANCOCK STRATEGIC SERIES --
JOHN HANCOCK INDEPENDENCE DIVERSIFIED CORE EQUITY FUND
By /s/ Anne C. Hodsdon
---------------------------------
President
JOHN HANCOCK FUNDS, INC.
By /s/ C. Troy Shaver, Jr.
---------------------------------
President
JOHN HANCOCK STRATEGIC SERIES --
JOHN HANCOCK INDEPENDENCE DIVERSIFIED CORE EQUITY FUND
Distribution Plan
Class B Shares
September 1, 1995
Article I. This Plan
This amended and restated Distribution Plan (the "Plan") sets forth the
terms and conditions under which John Hancock Strategic Series (the "Trust"),
on behalf of John Hancock Independence Diversified Core Equity Fund (the
"Fund"), a series portfolio of the Trust, on behalf of its Class B
shareholders, will, after the effective date hereof, pay certain amounts to
John Hancock Funds, Inc. ("JH Funds") in connection with the provision by
Broker Services of certain services to the Fund and its Class B shareholders,
as set forth herein. Certain of such payments by the Fund may, under Rule
12b-1 of the Securities and Exchange Commission, as from time to time amended
(the "Rule"), under the Investment Company Act of 1940, as amended (the
"Act"), be deemed to constitute the financing of distribution by the Fund of
its shares. This Plan describes all material aspects of such financing as
contemplated by the Rule and shall be administered and interpreted, and
implemented and continued, in a manner consistent with the Rule. The Trust
and JH Funds heretofore entered into a Distribution Agreement, dated August
1, 1991 (the "Agreement"), the terms of which, as heretofore and from time to
time continued, are incorporated herein by reference.
Article II. Distribution and Service Expenses
The Fund shall pay to JH Funds a fee in the amount specified in Article
III hereof. Such fee may be spent by JH Funds on any activities or expenses
primarily intended to result in the sale of Class B shares of the Fund,
including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below). Distribution
Expenses include but are not limited to, (a) initial and ongoing sales
compensation out of such fee as it is received by JH Funds or other
broker-dealers ("Selling Brokers") that have entered into an agreement with
JH Funds for the sale of Class B shares of the Fund, (b) direct out-of pocket
expenses incurred in connection with the distribution of Class B shares of
the Fund, including expenses related to printing of prospectuses and reports
to other than existing Class B shareholders of the Fund, and preparation,
printing and distribution of sales literature and advertising materials, (c)
an allocation of overhead and other branch office expenses of JH Funds
related to the distribution of Class B shares of the Fund, and (d) interest
expenses on unreimbursed distribution expenses related to Class B shares, as
described in Article IV.
Service Expenses include payments made to, or on account of account
executives of selected broker-dealers (including affiliates of JH Funds) and
others who furnish personal and shareholder account maintenance services to
Class B shareholders of the Fund.
Article III. Maximum Expenditures
The expenditures to be made by the Fund pursuant to this Plan, and the
basis upon which such expenditures will be made, shall be determined by the
Fund, and in no event shall such expenditures exceed 1.00% of the average
daily net asset value of the Class B shares of the Fund (determined in
accordance with the Fund's prospectus as from time to time in effect) on an
annual basis to cover Distribution Expenses and Service Expenses, provided
that the portion of such fee used to cover Service Expenses, shall not exceed
an annual rate of up to 0.25% of the average daily net asset value of the
Class B shares of the Fund. Such expenditures shall be calculated and
accrued daily and paid monthly or at such other intervals as the Trustees
shall determine.
Article IV. Unreimbursed Distribution Expenses
In the event that JH Funds is not fully reimbursed for payments made or
expenses incurred by it as contemplated hereunder, in any fiscal year, JH
Funds shall be entitled to carry forward such expenses to subsequent fiscal
years for submission to the Class B shares of the Fund for payment, subject
always to the annual maximum expenditures set forth in Article III hereof;
provided, however, that nothing herein shall prohibit or limit the Trustees
from terminating this Plan and all payments hereunder at any time pursuant to
Article IX hereof.
Article V. Expenses Borne by the Fund
Notwithstanding any other provision of this Plan, the Trust, the Fund
and its investment adviser, John Hancock Advisers, Inc. (the "Adviser"),
shall bear the respective expenses to be borne by them under the Investment
Management Contract between them, dated February 1, 1994 as from time to time
continued and amended (the "Management Contract"), and under the Fund's
current prospectus as it is from time to time in effect. Except as otherwise
contemplated by this Plan, the Trust and the Fund shall not, directly or
indirectly, engage in financing any activity which is primarily intended to
or should reasonably result in the sale of shares of the Fund.
Article VI. Approval by Trustees, etc.
This Plan shall not take effect until it has been approved, together
with any related agreements, by votes, cast in person at a meeting called for
the purpose of voting on this Plan or such agreements, of a majority (or
whatever greater percentage may, from time to time, be required by Section
12(b) of the Act or the rules and regulations thereunder) of (a) all of the
Trustees of the Fund and (b) those Trustees of the Fund who are not
"interested persons" of the Fund, as such term may be from time to time
defined under the Act, and have no direct or indirect financial interest in
the operation of this Plan or any agreements related to it (the "Independent
Trustees").
Article VII. Continuance
This Plan and any related agreements shall continue in effect for so
long as such continuance is specifically approved at least annually in
advance in the manner provided for the approval of this Plan in Article VI.
Article VIII. Information
JH Funds shall furnish the Fund and its Trustees quarterly, or at such
other intervals as the Fund shall specify, a written report of amounts
expended or incurred for Distribution Expenses and Services Expenses pursuant
to this Plan and the purposes for which such expenditures were made and such
other information as the Trustees may request.
Article IX. Termination
This Plan may be terminated (a) at any time by vote of a majority of
the Trustees, a majority of the Independent Trustees, or a majority of the
Fund's outstanding voting Class B shares, or (b) by JH Funds on 60 days'
notice in writing to the Fund.
Article X. Agreements
Each Agreement with any person relating to implementation of this Plan
shall be in writing, and each agreement related to this Plan shall provide:
(a) That, with respect to the Fund, such agreement may be terminated
at any time, without payment of any penalty, by vote of a
majority of the Independent Trustees or by vote of a majority of
the Fund's then outstanding Class B shares.
(b) That such agreement shall terminate automatically in the event of
its assignment.
Article XI. Amendments
This Plan may not be amended to increase the maximum amount of the fees
payable by the Fund hereunder without the approval of a majority of the
outstanding voting Class B shares of the Fund. No material amendment to the
Plan shall, in any event, be effective unless it is approved in the same
manner as is provided for approval of this Plan in Article VII.
Article XII. Limitation of Liability
The names "John Hancock Strategic Series" and "John Hancock
Independence Diversified Core Equity Fund" are the designations of the
Trustees under the Amended and Restated Declaration of Trust, dated September
21, 1993, amended from time to time. The Declaration of Trust has been filed
with the Secretary of State of the Commonwealth of Massachusetts. The
obligations of the Trust and the Fund are not personally binding upon, nor
shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Fund, but only the Fund's
property shall be bound. No series of the Trust shall be responsible for the
obligations of any other series of the Trust.
IN WITNESS WHEREOF, the Fund has executed this Distribution Plan
effective as of the 1st day of September, 1995 in Boston, Massachusetts.
JOHN HANCOCK STRATEGIC SERIES--
JOHN HANCOCK INDEPENDENCE DIVERSIFIED CORE EQUITY FUND
By /s/ Anne C. Hodsdon
---------------------------------
President
JOHN HANCOCK FUNDS, INC.
By /s/ C. Troy Shaver, Jr.
---------------------------------
President
Initial Investment: $1,000.00 INDEPENDENCE DIVERSIFIED CORE EQUITY FUND
May 1995
----------------------------------- ----------------------------------
! Average Annual Total Return Rate ! ! Investment Value at End of Period !
! ! ! !
! 10 Year Return: N/A ! ! 10 Year Value: N/A !
! ! ! !
! 3.97 Year Return: 12.06% !* ! 3.97 Year Value: $1,571.54 !*
! ! ! !
! 3.00 Year Return: 12.31% ! ! 3 Year Value: $1,416.47 !
! ! ! !
! 1 Year Return: 16.98% ! ! 1 Year Value: $1,169.82 !
! ! ! !
! YTD Return: 16.77% ! ! YTD Value: $1,167.66 !
! ! ! !
! MTD Return: 4.04% ! ! MTD Value: $1,040.43 !
----------------------------------- ----------------------------------
* Since Inception BASED ON
Constant Sales Charge: 0.00% $10,000.00
INVESTMENT
$15,715.40
<TABLE>
<CAPTION>
5-Year
Payment/ ---------------------------------
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares $10,000.00
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding Investment
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6/10/91 $10.00 $10.00 0.00% 100.000 $10,000.00
6/91 $9.80 $9.80 0.00% $0.0000 0.000 100.000 $9,800.00
7/91 $10.19 $10.19 0.00% $0.0000 0.000 100.000 $10,190.00
8/91 $10.40 $10.40 0.00% $0.0000 0.000 100.000 $10,400.00
9/91 $10.14 $10.14 0.00% $0.0000 0.000 100.000 $10,140.00
10/91 $10.33 $10.33 0.00% $0.0000 0.000 100.000 $10,330.00
11/91 $9.87 $9.87 0.00% $0.0000 0.000 100.000 $9,870.00
12/91 $10.80 $10.80 0.00% 12/31/91 $0.06500 $10.78 $6.5000 0.603 100.603 $10,865.12
1/92 $10.67 $10.67 0.00% $0.0000 0.000 100.603 $10,734.34
2/92 $10.79 $10.79 0.00% $0.0000 0.000 100.603 $10,855.06
3/92 $10.60 $10.60 0.00% $0.0000 0.000 100.603 $10,663.92
4/92 $10.90 $10.90 0.00% 04/03/92 $0.04625 $10.52 $4.6529 0.442 101.045 $11,013.91
5/92 $10.98 $10.98 0.00% $0.0000 0.000 101.045 $11,094.74
6/92 $10.83 $10.83 0.00% $0.0000 0.000 101.045 $10,943.17
7/92 $11.14 $11.14 0.00% 07/02/92 $0.05750 $10.87 $5.8101 0.535 101.580 $11,316.01
8/92 $10.91 $10.91 0.00% $0.0000 0.000 101.580 $11,082.38
9/92 $11.01 $11.01 0.00% $0.0000 0.000 101.580 $11,183.96
10/92 $10.92 $10.92 0.00% 10/02/92 $0.06000 $10.79 $6.0948 0.565 102.145 $11,154.23
11/92 $11.35 $11.35 0.00% $0.0000 0.000 102.145 $11,593.46
12/92 $11.48 $11.48 0.00% 12/23/92 $0.11516 $11.50 $0.05666 Cap Gain $11.7630 1.023 103.168 $11,843.69
1/93 $11.60 $11.60 0.00% $0.0000 0.000 103.168 $11,967.49
2/93 $11.85 $11.85 0.00% $0.0000 0.000 103.168 $12,225.41
3/93 $12.18 $12.18 0.00% $0.0000 0.000 103.168 $12,565.86
4/93 $11.85 $11.85 0.00% 04/01/93 $0.05450 $12.12 $5.6227 0.464 103.632 $12,280.39
5/93 $12.16 $12.16 0.00% $0.0000 0.000 103.632 $12,601.65
6/93 $12.41 $12.41 0.00% $0.0000 0.000 103.632 $12,860.73
7/93 $12.28 $12.28 0.00% 07/02/93 $0.05150 $12.24 $5.3370 0.436 104.068 $12,779.55
8/93 $12.77 $12.77 0.00% $0.0000 0.000 104.068 $13,289.48
9/93 $12.90 $12.90 0.00% $0.0000 0.000 104.068 $13,424.77
10/93 $13.09 $13.09 0.00% 10/01/93 $0.04124 $12.94 $4.2918 0.332 104.400 $13,665.96
11/93 $12.91 $12.91 0.00% $0.0000 0.000 104.400 $13,478.04
12/93 $13.05 $13.05 0.00% 12/23/93 $0.12364 $13.05 $0.04967 Cap Gain $12.9080 0.989 105.389 $13,753.26
1/94 $13.40 $13.40 0.00% $0.0000 0.000 105.389 $14,122.13
2/94 $13.06 $13.06 0.00% $0.0000 0.000 105.389 $13,763.80
3/94 $12.53 $12.53 0.00% $0.0000 0.000 105.389 $13,205.24
4/94 $12.68 $12.68 0.00% 4/4/94 $0.06480 $12.27 $6.8292 0.557 105.946 $13,433.95
5/94 $12.68 $12.68 0.00% $0.0000 0.000 105.946 $13,433.95
6/94 $12.43 $12.43 0.00% $0.0000 0.000 105.946 $13,169.09
7/94 $12.71 $12.71 0.00% 07/01/94 $0.05220 $12.44 $5.5304 0.445 106.391 $13,522.30
8/94 $13.11 $13.11 0.00% $0.0000 0.000 106.391 $13,947.86
9/94 $12.70 $12.70 0.00% $0.0000 0.000 106.391 $13,511.66
10/94 $12.78 $12.78 0.00% 10/03/94 $0.07890 $12.59 $8.3942 0.667 107.058 $13,682.01
11/94 $12.32 $12.32 0.00% $0.0000 0.000 107.058 $13,189.55
12/94 $12.41 $12.41 0.00% 12/23/94 $0.16176 $12.42 $0.08486 Cap Gain $17.3177 1.394 108.452 $13,458.89
1/95 $12.69 $12.69 0.00% $0.0000 0.000 108.452 $13,762.56
2/95 $13.22 $13.22 0.00% $0.0000 0.000 108.452 $14,337.35
3/95 $13.54 $13.54 0.00% $0.0000 0.000 108.452 $14,684.40
4/95 $13.85 $13.85 0.00% 04/03/95 $0.07540 $13.48 $8.1773 0.607 109.059 $15,104.67
5/95 $14.41 $14.41 0.00% $0.0000 0.000 109.059 $15,715.40
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
3-Year
Payment/ ---------------------------------
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares $10,000.00
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding Investment
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5/92 $10.98 $10.98 0.00% 91.075 $11,094.74
6/92 $10.83 $10.83 0.00% $0.0000 0.000 91.075 $10,943.17
7/92 $11.14 $11.14 0.00% 07/02/92 $0.05750 $10.87 $5.2368 0.482 91.557 $11,316.01
8/92 $10.91 $10.91 0.00% $0.0000 0.000 91.557 $11,082.38
9/92 $11.01 $11.01 0.00% $0.0000 0.000 91.557 $11,183.96
10/92 $10.92 $10.92 0.00% 10/02/92 $0.06000 $10.79 $5.4934 0.509 92.066 $11,154.23
11/92 $11.35 $11.35 0.00% $0.0000 0.000 92.066 $11,593.46
12/92 $11.48 $11.48 0.00% 12/23/92 $0.11516 $11.50 $0.05666 Cap Gain $10.6023 0.922 92.988 $11,843.69
1/93 $11.60 $11.60 0.00% $0.0000 0.000 92.988 $11,967.49
2/93 $11.85 $11.85 0.00% $0.0000 0.000 92.988 $12,225.41
3/93 $12.18 $12.18 0.00% $0.0000 0.000 92.988 $12,565.86
4/93 $11.85 $11.85 0.00% 04/01/93 $0.05450 $12.12 $5.0678 0.418 93.406 $12,280.39
5/93 $12.16 $12.16 0.00% $0.0000 0.000 93.406 $12,601.65
6/93 $12.41 $12.41 0.00% $0.0000 0.000 93.406 $12,860.73
7/93 $12.28 $12.28 0.00% 07/02/93 $0.05150 $12.24 $4.8104 0.393 93.799 $12,779.55
8/93 $12.77 $12.77 0.00% $0.0000 0.000 93.799 $13,289.48
9/93 $12.90 $12.90 0.00% $0.0000 0.000 93.799 $13,424.77
10/93 $13.09 $13.09 0.00% 10/01/93 $0.04124 $12.94 $3.8683 0.299 94.098 $13,665.96
11/93 $12.91 $12.91 0.00% $0.0000 0.000 94.098 $13,478.04
12/93 $13.05 $13.05 0.00% 12/23/93 $0.12364 $13.05 $0.04967 Cap Gain $11.6343 0.892 94.990 $13,753.26
1/94 $13.40 $13.40 0.00% $0.0000 0.000 94.990 $14,122.13
2/94 $13.06 $13.06 0.00% $0.0000 0.000 94.990 $13,763.80
3/94 $12.53 $12.53 0.00% $0.0000 0.000 94.990 $13,205.24
4/94 $12.68 $12.68 0.00% 4/4/94 $0.06480 $12.27 $6.1554 0.502 95.492 $13,433.95
5/94 $12.68 $12.68 0.00% $0.0000 0.000 95.492 $13,433.95
6/94 $12.43 $12.43 0.00% $0.0000 0.000 95.492 $13,169.09
7/94 $12.71 $12.71 0.00% 07/01/94 $0.05220 $12.44 $4.9847 0.401 95.893 $13,522.30
8/94 $13.11 $13.11 0.00% $0.0000 0.000 95.893 $13,947.86
9/94 $12.70 $12.70 0.00% $0.0000 0.000 95.893 $13,511.66
10/94 $12.78 $12.78 0.00% 10/03/94 $0.07890 $12.59 $7.5660 0.601 96.494 $13,682.01
11/94 $12.32 $12.32 0.00% $0.0000 0.000 96.494 $13,189.55
12/94 $12.41 $12.41 0.00% 12/23/94 $0.16176 $12.42 $0.08486 Cap Gain $15.6089 1.257 97.751 $13,458.89
1/95 $12.69 $12.69 0.00% $0.0000 0.000 97.751 $13,762.56
2/95 $13.22 $13.22 0.00% $0.0000 0.000 97.751 $14,337.35
3/95 $13.54 $13.54 0.00% $0.0000 0.000 97.751 $14,684.40
4/95 $13.85 $13.85 0.00% 04/03/95 $0.07540 $13.48 $7.3704 0.547 98.298 $15,104.67
5/95 $14.41 $14.41 0.00% $0.0000 0.000 98.298 $15,715.40
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1-Year
Payment/ ---------------------------------
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares $10,000.00
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding Investment
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5/94 $12.68 $12.68 0.00% 78.864 $13,433.95
6/94 $12.43 $12.43 0.00% $0.0000 0.000 78.864 $13,169.09
7/94 $12.71 $12.71 0.00% 07/01/94 $0.05220 $12.44 $4.1167 0.331 79.195 $13,522.30
8/94 $13.11 $13.11 0.00% $0.0000 0.000 79.195 $13,947.86
9/94 $12.70 $12.70 0.00% $0.0000 0.000 79.195 $13,511.66
10/94 $12.78 $12.78 0.00% 10/03/94 $0.07890 $12.59 $6.2485 0.496 79.691 $13,682.01
11/94 $12.32 $12.32 0.00% $0.0000 0.000 79.691 $13,189.55
12/94 $12.41 $12.41 0.00% 12/23/94 $0.16176 $12.42 $0.08486 Cap Gain $12.8908 1.038 80.729 $13,458.89
1/95 $12.69 $12.69 0.00% $0.0000 0.000 80.729 $13,762.56
2/95 $13.22 $13.22 0.00% $0.0000 0.000 80.729 $14,337.35
3/95 $13.54 $13.54 0.00% $0.0000 0.000 80.729 $14,684.40
4/95 $13.85 $13.85 0.00% 04/03/95 $0.07540 $13.48 $6.0870 0.452 81.181 $15,104.67
5/95 $14.41 $14.41 0.00% $0.0000 0.000 81.181 $15,715.40
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
YTD
Payment/ ---------------------------------
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares $10,000.00
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding Investment
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/94 $12.41 $12.41 0.00% 12/23/94 $0.16176 $12.42 $0.08486 Cap Gain 80.580 $13,458.89
1/95 $12.69 $12.69 0.00% $0.0000 0.000 80.580 $13,762.56
2/95 $13.22 $13.22 0.00% $0.0000 0.000 80.580 $14,337.35
3/95 $13.54 $13.54 0.00% $0.0000 0.000 80.580 $14,684.40
4/95 $13.85 $13.85 0.00% 04/03/95 $0.07540 $13.48 $6.0757 0.451 81.031 $15,104.67
5/95 $14.41 $14.41 0.00% $0.0000 0.000 81.031 $15,715.40
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MTD MTD
Payment/ ---------- ----------- ----------
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares $10,000.00
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding Investment
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4/95 $13.85 $13.85 0.00% 04/03/95 $0.07540 $13.48 72.202 $15,104.67
5/95 $14.41 $14.41 0.00% $0.0000 0.000 72.202 $15,715.40
</TABLE>
<PAGE>
JOHN HANCOCK STRATEGIC INCOME FUND (CLASS B) - SEC TOTAL RETURN FORMULA
Initial Investment $1,000
- ------------------------------------------------------------------------------
! Average Annual Total Return ! Investment Value at End of Period !
! ! CDSC !
! Excluding With ! Excluding % CDSC Ending !
! CDSC CDSC ! CDSC CDSC Amount Value !
! ! !
! 10 Year Return: N/A N/A ! $0.00 0.00% 0 $0.00 !
! ! !
! 5 Year Return: N/A N/A ! $0.00 2.00% 0 $0.00 !
! ! !
! 1.66 Year Return: 4.96% 3.20% ! $1,083.62 3.00% 30 $1,053.62 !**
! ! !
! 1 Year Return: 8.58% 3.58% ! $1,085.80 5.00% 50 $1,035.80 !
! ! !
! YTD Return: 8.84% 3.84% ! $1,088.43 5.00% 50 $1,038.43 !**
! ! !
! MTD Return: 2.14% -2.86% ! $1,021.42 5.00% 50 $971.42 !
- -----------------------------------------------------------------------------
** Indicates calculation includes
Constant Sales Charge: N/A accrued dividends since last payment
date of: $0.0343
Monthly Declared Dividend $0.0510
<TABLE>
<CAPTION>
3-Year
--------------------------------
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10/04/93 7.58 7.58 N/A 131.926
10/93 7.68 7.68 N/A $0.0000 0.000 131.926
11/93 7.62 7.62 N/A 11/30/93 $0.0665 7.64 $8.7731 1.148 133.074
12/93 7.69 7.69 N/A 12/10/94 $0.0474 7.68 $6.3077 0.821 133.895
12/93 7.69 7.69 N/A 12/30/94 $0.0344 7.69 $4.6060 0.599 134.494
1/94 7.8 7.8 N/A $0.0000 0.000 134.494
2/94 7.61 7.61 N/A 02/10/94 $0.0660 7.75 $8.8766 1.145 135.639
3/94 7.33 7.33 N/A 03/10/94 $0.0466 7.52 $6.3208 0.841 136.480
4/94 7.24 7.24 N/A 04/08/94 $0.0509 7.31 $6.9468 0.950 137.430
5/94 7.17 7.17 N/A 05/10/94 $0.0571 7.18 $7.8473 1.093 138.523
6/94 7.07 7.07 N/A 06/10/94 $0.0495 7.2 $6.8569 0.952 139.475
7/94 7.04 7.04 N/A 07/08/94 $0.0473 7.03 $6.5972 0.938 140.413
8/94 7.02 7.02 N/A 08/10/94 $0.0532 7.02 $7.4700 1.064 141.477
9/94 6.94 6.94 N/A 09/09/94 $0.0458 6.99 $6.4796 0.927 142.404
10/94 6.95 6.95 N/A 10/10/94 $0.0506 6.91 $7.2056 1.043 143.447
11/94 6.86 6.86 N/A 11/10/94 $0.0535 6.91 $7.6744 1.111 144.558
12/94 6.81 6.81 N/A 12/09/94 $0.0447 6.85 $6.4646 0.944 145.502
12/94 6.81 6.81 N/A 12/29/94 $0.0324 6.82 $4.7099 0.691 146.193
1/95 6.83 6.83 N/A 01/10/95 $0.0216 6.8 $3.1548 0.464 146.657
2/95 6.93 6.93 N/A 02/10/95 $0.0499 6.87 $7.3138 1.065 147.722
3/95 6.93 6.93 N/A 03/10/95 $0.0453 6.86 $6.6874 0.975 148.697
4/95 7.05 7.05 N/A 04/10/95 $0.0510 6.96 $7.5895 1.090 149.787
5/95 7.15 7.15 N/A 05/10/95 $0.0498 7.15 $7.4639 1.044 150.831
</TABLE>
<TABLE>
<CAPTION>
1-Year
--------------------------------
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5/94 7.17 7.17 N/A 05/10/94 $0.0571 7.18 139.470
6/94 7.07 7.07 N/A 06/10/94 $0.0495 7.2 $6.9038 0.959 140.429
7/94 7.04 7.04 N/A 07/08/94 $0.0473 7.03 $6.6423 0.945 141.374
8/94 7.02 7.02 N/A 08/10/94 $0.0532 7.02 $7.5211 1.071 142.445
9/94 6.94 6.94 N/A 09/09/94 $0.0458 6.99 $6.5240 0.933 143.378
10/94 6.95 6.95 N/A 10/10/94 $0.0506 6.91 $7.2549 1.050 144.428
11/94 6.86 6.86 N/A 11/10/94 $0.0535 6.91 $7.7269 1.118 145.546
12/94 6.81 6.81 N/A 12/09/94 $0.0447 6.85 $6.5088 0.950 146.496
12/94 6.81 6.81 N/A 12/29/94 $0.0324 6.82 $4.7421 0.695 147.191
1/95 6.83 6.83 N/A 01/10/95 $0.0216 6.8 $3.1764 0.467 147.658
2/95 6.93 6.93 N/A 02/10/95 $0.0499 6.87 $7.3637 1.072 148.730
3/95 6.93 6.93 N/A 03/10/95 $0.0453 6.86 $6.7330 0.981 149.711
4/95 7.05 7.05 N/A 04/10/95 $0.0510 6.96 $7.6412 1.098 150.809
5/95 7.15 7.15 N/A 05/10/95 $0.0498 7.15 $7.5148 1.051 151.860
</TABLE>
<TABLE>
<CAPTION>
YTD MTD
-------------------------------- ---------
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares Shares
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding Outstanding
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/94 6.81 6.81 N/A 12/09/94 $0.0447 6.85 146.843
12/94 6.81 6.81 N/A 12/29/94 $0.0324 6.82 146.843
1/95 6.83 6.83 N/A 01/10/95 $0.0216 6.8 $3.1689 0.466 147.309
2/95 6.93 6.93 N/A 02/10/95 $0.0499 6.87 $7.3463 1.069 148.378
3/95 6.93 6.93 N/A 03/10/95 $0.0453 6.86 $6.7171 0.979 149.357
4/95 7.05 7.05 N/A 04/10/95 $0.0510 6.96 $7.6232 1.095 150.452 141.844
5/95 7.15 7.15 N/A 05/10/95 $0.0498 7.15 $7.4970 1.049 151.501
</TABLE>
<TABLE>
<CAPTION>
PLOT POINTS
----------------------
10000
10000 Initial
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Initial Investment
Ended NAV Price Charge Date Amount Price Information Investment incl CDSC F
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10/04/93 7.58 7.58 N/A
10/93 7.68 7.68 N/A 10131.917 9833.1168
11/93 7.62 7.62 N/A 11/30/93 $0.0665 7.64 10140.239 9841.4388
12/93 7.69 7.69 N/A 12/10/94 $0.0474 7.68 10296.526 9997.7255
12/93 7.69 7.69 N/A 12/30/94 $0.0344 7.69 10342.589 10043.789
1/94 7.8 7.8 N/A 10490.532 10191.732
2/94 7.61 7.61 N/A 02/10/94 $0.0660 7.75 10322.128 10023.328
3/94 7.33 7.33 N/A 03/10/94 $0.0466 7.52 10003.984 9705.184
4/94 7.24 7.24 N/A 04/08/94 $0.0509 7.31 9949.932 9651.132
5/94 7.17 7.17 N/A 05/10/94 $0.0571 7.18 9932.0991 9633.2991
6/94 7.07 7.07 N/A 06/10/94 $0.0495 7.2 9860.8825 9562.0825
7/94 7.04 7.04 N/A 07/08/94 $0.0473 7.03 9885.0752 9586.2752
8/94 7.02 7.02 N/A 08/10/94 $0.0532 7.02 9931.6854 9632.8854
9/94 6.94 6.94 N/A 09/09/94 $0.0458 6.99 9882.8376 9584.0376
10/94 6.95 6.95 N/A 10/10/94 $0.0506 6.91 9969.5665 9670.7665
11/94 6.86 6.86 N/A 11/10/94 $0.0535 6.91 9916.6788 9617.8788
12/94 6.81 6.81 N/A 12/09/94 $0.0447 6.85 9908.6862 9609.8862
12/94 6.81 6.81 N/A 12/29/94 $0.0324 6.82 9955.7433 9656.9433
1/95 6.83 6.83 N/A 01/10/95 $0.0216 6.8 10016.673 9717.8731
2/95 6.93 6.93 N/A 02/10/95 $0.0499 6.87 10237.135 9938.3346
3/95 6.93 6.93 N/A 03/10/95 $0.0453 6.86 10304.702 10005.902
4/95 7.05 7.05 N/A 04/10/95 $0.0510 6.96 10559.984 10261.184
5/95 7.15 7.15 N/A 05/10/95 $0.0498 7.15 10836.152 10537.352
</TABLE>
<PAGE>
Strategic Income
SEC YIELD 5/31/95
<TABLE>
<CAPTION>
MAXIMUM
CLASS A OFFERING
DAY DATE INCOME EXPENSES SHARES PRICE YIELD
<S> <C> <C> <C> <C> <C> <C>
1 05/02/95 87,597.98 10,872.82 46,027,481.974
2 05/03/95 87,210.22 10,864.67 46,002,231.399
3 05/04/95 87,196.18 4,825.88 46,011,629.693
4 05/05/95 87,481.18 9,405.91 46,017,392.343
5 05/06/95 87,481.18 9,420.96 46,017,392.343
6 05/07/95 87,481.18 9,420.96 46,017,392.343
7 05/08/95 86,581.13 9,420.96 46,071,588.474
8 05/09/95 86,899.95 9,445.12 46,038,262.789
9 05/10/95 85,271.90 9,460.85 46,028,106.908
10 05/11/95 86,507.21 9,458.24 46,242,617.022
11 05/12/95 86,803.61 9,471.49 46,219,359.992
12 05/13/95 86,803.61 9,469.13 46,219,359.992
13 05/14/95 86,803.61 9,469.13 46,219,359.992
14 05/15/95 86,717.02 9,469.13 46,217,140.860
15 05/16/95 86,601.55 9,472.24 46,177,052.050
16 05/17/95 85,184.84 9,476.88 46,170,899.690
17 05/18/95 85,936.18 9,476.62 46,151,769.035
18 05/19/95 86,378.09 9,445.09 46,129,401.248
19 05/20/95 86,378.09 9,433.18 46,129,401.248
20 05/21/95 86,378.09 9,433.18 46,129,401.248
21 05/22/95 86,964.19 9,433.18 46,095,151.280
22 05/23/95 87,769.62 9,420.27 46,095,559.177
23 05/24/95 86,852.38 9,437.41 46,071,197.761
24 05/25/95 84,937.63 9,438.66 45,950,231.006
25 05/26/95 85,728.49 9,445.19 45,918,757.826
26 05/27/95 85,728.49 9,399.55 45,918,757.826
27 05/28/95 85,728.49 9,399.55 45,918,757.826
28 05/29/95 85,728.49 9,399.55 45,918,757.826
29 05/30/95 90,548.23 9,399.55 45,887,486.560
30 05/31/95 90,414.41 9,424.53 45,885,554.476 7.49 8.2157
2,604,093.23 281,409.88 1,381,897,452.207
$0.00 0.00000%
AVERAGE SHARES: 46,063,248.407
</TABLE>
<TABLE>
<CAPTION>
MAXIMUM
CLASS B DATE INCOME EXPENSES SHARES OFFERING
DAY PRICE YIELD
<S> <C> <C> <C> <C> <C> <C>
1 05/02/95 34,163.46 5,945.33 17,952,549.265
2 05/03/95 34,063.70 5,956.73 17,969,881.408
3 05/04/95 34,111.10 6,115.72 18,001,450.311
4 05/05/95 34,307.01 6,044.56 18,048,108.262
5 05/06/95 34,307.01 6,064.05 18,048,108.262
6 05/07/95 34,307.01 6,064.05 18,048,108.262
7 05/08/95 33,942.73 6,064.05 18,063,334.510
8 05/09/95 34,185.61 6,084.97 18,112,751.229
9 05/10/95 33,568.63 6,104.92 18,121,430.975
10 05/11/95 34,119.39 6,110.12 18,240,326.388
11 05/12/95 34,285.97 6,129.35 18,257,605.477
12 05/13/95 34,285.97 6,135.17 18,257,605.477
13 05/14/95 34,285.97 6,135.17 18,257,605.477
14 05/15/95 34,326.68 6,135.17 18,270,578.094
15 05/16/95 34,280.98 6,145.92 18,280,767.795
16 05/17/95 33,789.87 6,162.61 18,316,116.295
17 05/18/95 34,091.55 6,166.60 18,310,484.072
18 05/19/95 34,308.18 6,149.27 18,323,669.820
19 05/20/95 34,308.18 6,145.40 18,323,669.820
20 05/21/95 34,308.18 6,145.40 18,323,669.820
21 05/22/95 34,555.96 6,145.40 18,318,009.790
22 05/23/95 34,921.75 6,141.16 18,342,199.730
23 05/24/95 34,570.70 6,160.34 18,339,874.296
24 05/25/95 33,966.36 6,177.85 18,377,098.453
25 05/26/95 34,276.96 6,198.78 18,361,490.768
26 05/27/95 34,276.96 6,222.93 18,361,490.768
27 05/28/95 34,276.96 6,222.93 18,361,490.768
28 05/29/95 34,276.96 6,222.93 18,361,490.768
29 05/30/95 37,051.94 6,222.93 18,778,719.450
30 05/31/95 36,979.91 6,335.66 18,769,108.833 7.15 7.9246
1,032,501.63 184,055.47 547,898,794.64
$0.00 0.00000%
AVERAGE SHARES: 18,263,293.155
</TABLE>
<PAGE>
JOHN HANCOCK STRATEGIC INCOME FUND (CLASS A) - SEC TOTAL RETURN FORMULA
Initial Investment $1,000
- ----------------------------------- ------------------------------------
! Average Annual Total Return Rate ! ! Investment Value at End of Period !
! ! ! !
! 8.78 Year Return: 7.41% ! ! 10 Year Value: $1,872.49 ! **
! ! ! !
! 5 Year Return: 10.35% ! ! 5 Year Value: $1,635.91 !
! ! ! !
! 3 Year Return: 6.88% ! ! 3 Year Value: $1,220.90 ! **
! ! ! !
! 1 Year Return: 9.33% ! ! 1 Year Value: $1,093.25 !
! ! ! !
! YTD Return: 9.14% ! ! YTD Value: $1,091.38 ! **
! ! ! !
! MTD Return: 2.20% ! ! MTD Value: $1,021.97 !
- ----------------------------------- ------------------------------------
** Indicates calculation includes
Constant Sales Charge: 0.00% accrued dividends since last payment
date of: $0.0370
Monthly Declared Dividend $0.0551
NOTE:
Fund declared dividends daily 8/19/86-7/31/91.
Fund declared dividends monthly 8/1/91-9/30/93.
Fund declared dividends daily 10/1/93-present.
<TABLE>
<CAPTION>
10000
Initial
10-Year Investment
Payment/ ---------------------------------- Plot Points
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares for
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding Marketing
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
8/19/86 $10.00 $10.00 0.00% 100.000
8/86 $10.00 $10.00 0.00% $0.0000 0.000 100.000 10,000.000
9/86 $9.95 $9.95 0.00% $0.0000 0.000 100.000 9,950.000
10/86 $9.94 $9.94 0.00% 10/17/86 $0.11900 $9.93 $11.9000 1.198 101.198 10,059.081
11/86 $9.86 $9.86 0.00% 11/19/86 $0.09750 $9.89 $9.8668 0.998 102.196 10,076.526
12/86 $9.80 $9.80 0.00% 12/17/86 $0.08790 $9.79 $8.9830 0.918 103.114 10,105.172
1/87 $10.01 $10.01 0.00% 01/20/87 $0.10060 $9.95 $10.3733 1.043 104.157 10,426.116
2/87 $10.14 $10.14 0.00% 02/20/87 $0.09190 $10.08 $9.5720 0.950 105.107 10,657.850
3/87 $10.11 $10.11 0.00% 03/20/87 $0.08560 $10.13 $8.9972 0.888 105.995 10,716.095
4/87 $9.83 $9.83 0.00% 04/20/87 $0.09130 $9.98 $9.6773 0.970 106.965 10,514.660
5/87 $9.71 $9.71 0.00% 05/20/87 $0.08810 $9.70 $9.4236 0.972 107.937 10,480.683
6/87 $9.76 $9.76 0.00% 06/19/87 $0.08950 $9.77 $9.6604 0.989 108.926 10,631.178
7/87 $9.68 $9.68 0.00% 07/20/87 $0.09370 $9.74 $10.2064 1.048 109.974 10,645.483
8/87 $9.67 $9.67 0.00% 08/20/87 $0.09140 $9.70 $10.0516 1.036 111.010 10,734.667
9/87 $9.34 $9.34 0.00% 09/18/87 $0.08700 $9.49 $9.6579 1.018 112.028 10,463.415
10/87 $8.92 $8.92 0.00% 10/20/87 $0.09810 $9.03 $10.9899 1.217 113.245 10,101.454
11/87 $9.11 $9.11 0.00% 11/20/87 $0.09630 $9.12 $10.9055 1.196 114.441 10,425.575
12/87 $9.13 $9.13 0.00% 12/18/87 $0.08600 $9.05 $9.8419 1.088 115.529 10,547.798
1/88 $9.33 $9.33 0.00% 01/08/88 $0.03940 $9.13 $4.5518 0.499 116.028 10,825.412
2/88 $9.43 $9.43 0.00% 02/10/88 $0.12720 $9.38 $14.7588 1.573 117.601 11,089.774
3/88 $9.33 $9.33 0.00% 03/10/88 $0.09560 $9.34 $11.2427 1.204 118.805 11,084.507
4/88 $9.30 $9.30 0.00% 04/08/88 $0.08930 $9.32 $10.6093 1.138 119.943 11,154.699
5/88 $9.24 $9.24 0.00% 05/10/88 $0.10030 $9.28 $12.0303 1.296 121.239 11,202.484
6/88 $9.30 $9.30 0.00% 06/10/88 $0.09430 $9.29 $11.4328 1.231 122.470 11,389.710
7/88 $9.27 $9.27 0.00% 07/08/88 $0.08330 $9.30 $10.2018 1.097 123.567 11,454.661
8/88 $9.24 $9.24 0.00% 08/10/88 $0.09430 $9.26 $11.6524 1.258 124.825 11,533.830
9/88 $9.24 $9.24 0.00% 09/09/88 $0.08990 $9.24 $11.2218 1.214 126.039 11,646.004
10/88 $9.26 $9.26 0.00% 10/07/88 $0.08360 $9.25 $10.5369 1.139 127.178 11,776.683
11/88 $9.23 $9.23 0.00% 11/10/88 $0.10000 $9.24 $12.7178 1.376 128.554 11,865.534
12/88 $9.22 $9.22 0.00% 12/09/88 $0.08990 $9.25 $11.5570 1.249 129.803 11,967.837
1/89 $9.21 $9.21 0.00% 01/09/89 $0.06640 $9.22 $8.6189 0.935 130.738 12,040.970
2/89 $9.20 $9.20 0.00% 02/10/89 $0.13610 $9.20 $17.7934 1.934 132.672 12,205.824
3/89 $9.05 $9.05 0.00% 03/10/89 $0.09030 $9.18 $11.9803 1.305 133.977 12,124.918
4/89 $8.95 $8.95 0.00% 04/10/89 $0.09890 $9.02 $13.2503 1.469 135.446 12,122.417
5/89 $8.98 $8.98 0.00% 05/10/89 $0.09440 $8.91 $12.7861 1.435 136.881 12,291.914
6/89 $9.08 $9.08 0.00% 06/09/89 $0.09480 $9.08 $12.9763 1.429 138.310 12,558.548
7/89 $9.02 $9.02 0.00% 07/10/89 $0.09650 $9.07 $13.3469 1.472 139.782 12,608.336
8/89 $8.96 $8.96 0.00% 08/10/89 $0.09130 $9.03 $12.7621 1.413 141.195 12,651.072
9/89 $8.77 $8.77 0.00% 09/08/89 $0.08620 $8.96 $12.1710 1.358 142.553 12,501.898
10/89 $8.47 $8.47 0.00% 10/10/89 $0.09760 $8.74 $13.9132 1.592 144.145 12,209.082
11/89 $8.26 $8.26 0.00% 11/10/89 $0.09000 $8.41 $12.9731 1.543 145.688 12,033.829
12/89 $8.08 $8.08 0.00% 12/08/89 $0.08040 $8.20 $11.7133 1.428 147.116 11,886.973
1/90 $7.69 $7.69 0.00% 12/29/89 $0.05740 $8.08 $8.4445 1.045 148.161 11,393.581
2/90 $7.36 $7.36 0.00% 02/09/90 $0.11610 $7.61 $17.2015 2.260 150.421 11,070.986
3/90 $7.39 $7.39 0.00% 03/09/90 $0.07430 $7.34 $11.1763 1.523 151.944 11,228.662
4/90 $7.32 $7.32 0.00% 04/10/90 $0.08350 $7.37 $12.6873 1.721 153.665 11,248.278
5/90 $7.33 $7.33 0.00% 05/10/90 $0.07970 $7.26 $12.2471 1.687 155.352 11,387.302
6/90 $7.36 $7.36 0.00% 06/08/90 $0.07540 $7.35 $11.7135 1.594 156.946 11,551.226
7/90 $7.44 $7.44 0.00% 07/10/90 $0.08540 $7.38 $13.4032 1.816 158.762 11,811.893
8/90 $7.09 $7.09 0.00% 08/10/90 $0.08050 $7.33 $12.7803 1.744 160.506 11,379.875
9/90 $6.64 $6.64 0.00% 09/10/90 $0.07900 $7.07 $12.6800 1.793 162.299 10,776.654
10/90 $6.32 $6.32 0.00% 10/10/90 $0.08120 $6.53 $13.1787 2.018 164.317 10,384.834
11/90 $6.34 $6.34 0.00% 11/09/90 $0.07520 $6.31 $12.3566 1.958 166.275 10,541.835
12/90 $6.37 $6.37 0.00% 12/10/90 $0.07450 $6.39 $12.3875 1.939 168.214 10,715.232
1/91 $6.41 $6.41 0.00% 12/31/90 $0.05150 $6.37 $8.6630 1.360 169.574 10,869.693
2/91 $6.86 $6.86 0.00% 02/08/91 $0.09080 $6.56 $15.3973 2.347 171.921 11,793.781
3/91 $7.10 $7.10 0.00% 03/08/91 $0.07020 $6.94 $12.0689 1.739 173.660 12,329.860
4/91 $7.25 $7.25 0.00% 04/10/91 $0.08420 $7.13 $14.6222 2.051 175.711 12,739.048
5/91 $7.20 $7.20 0.00% 05/10/91 $0.07900 $7.23 $13.8812 1.920 177.631 12,789.432
6/91 $7.29 $7.29 0.00% 06/10/91 $0.07760 $7.25 $13.7842 1.901 179.532 13,087.883
7/91 $7.42 $7.42 0.00% 07/10/91 $0.07540 $7.36 $13.5367 1.839 181.371 13,457.728
8/91 $7.56 $7.56 0.00% 07/31/91 $0.05590 $7.42 $10.1386 1.366 182.737 13,814.917
9/91 $7.59 $7.59 0.00% 09/03/91 $0.06732 $7.54 $12.3019 1.632 184.369 13,993.607
10/91 $7.69 $7.69 0.00% 10/03/91 $0.06732 $7.57 $12.4117 1.640 186.009 14,304.092
11/91 $7.63 $7.63 0.00% 11/01/91 $0.06732 $7.65 $12.5221 1.637 187.646 14,317.390
12/91 $7.56 $7.56 0.00% 12/03/91 $0.06525 $7.57 $12.2439 1.617 189.263 14,308.283
0.00% 12/31/91 $0.06270 $7.64 $11.8668 1.553 190.816 0.000
1/92 $7.70 $7.70 0.00% $0.0000 0.000 190.816 14,692.832
2/92 $7.76 $7.76 0.00% 02/03/92 $0.06270 $7.68 $11.9642 1.558 192.374 14,928.222
3/92 $7.74 $7.74 0.00% 03/03/92 $0.06270 $7.72 $12.0618 1.562 193.936 15,010.646
4/92 $7.73 $7.73 0.00% 04/03/92 $0.06300 $7.67 $12.2180 1.593 195.529 15,114.392
5/92 $7.78 $7.78 0.00% 05/01/92 $0.06300 $7.67 $12.3183 1.606 197.135 15,337.103
6/92 $7.73 $7.73 0.00% 06/03/92 $0.06300 $7.72 $12.4195 1.609 198.744 15,362.911
7/92 $7.75 $7.75 0.00% 07/02/92 $0.06100 $7.68 $12.1234 1.579 200.323 15,525.033
8/92 $7.69 $7.69 0.00% 08/03/92 $0.06100 $7.69 $12.2197 1.589 201.912 15,527.033
9/92 $7.57 $7.57 0.00% 09/03/92 $0.06100 $7.61 $12.3166 1.618 203.530 15,407.221
10/92 $7.46 $7.46 0.00% 10/02/92 $0.06000 $7.50 $12.2118 1.628 205.158 15,304.787
11/92 $7.41 $7.41 0.00% 11/03/92 $0.06000 $7.40 $12.3095 1.663 206.821 15,325.436
12/92 $7.38 $7.38 0.00% 12/03/92 $0.06000 $7.36 $12.4093 1.686 208.507 15,387.817
12/92 $7.38 $7.38 0.00% 12/23/92 $0.06000 $7.37 $12.5104 1.697 210.204 15,513.055
1/93 $7.49 $7.49 0.00% $0.0000 0.000 210.204 15,744.280
2/93 $7.52 $7.52 0.00% 02/03/93 $0.06000 $7.45 $12.6122 1.693 211.897 15,934.654
3/93 $7.56 $7.56 0.00% 03/03/93 $0.06000 $7.52 $12.7138 1.691 213.588 16,147.253
4/93 $7.53 $7.53 0.00% 04/01/93 $0.06000 $7.49 $12.8153 1.711 215.299 16,212.015
5/93 $7.55 $7.55 0.00% 05/03/93 $0.05850 $7.49 $12.5950 1.682 216.981 16,382.066
6/93 $7.64 $7.64 0.00% 06/03/93 $0.05850 $7.52 $12.6934 1.688 218.669 16,706.312
7/93 $7.67 $7.67 0.00% 07/02/93 $0.05800 $7.59 $12.6828 1.671 220.340 16,900.078
8/93 $7.70 $7.70 0.00% 08/03/93 $0.05700 $7.63 $12.5594 1.646 221.986 17,092.922
9/93 $7.63 $7.63 0.00% 09/03/93 $0.05600 $7.63 $12.4312 1.629 223.615 17,061.825
10/93 $7.68 $7.68 0.00% 10/01/93 $0.05600 $7.58 $12.5224 1.652 225.267 17,300.506
11/93 $7.62 $7.62 0.00% 11/10/93 $0.07613 $7.64 $17.1496 2.245 227.512 17,336.414
12/93 $7.69 $7.69 0.00% 12/10/93 $0.05133 $7.69 $11.6782 1.519 229.031 17,612.484
12/30/93 $0.03693 $7.69 $8.4581 1.100 230.131 0.000
1/94 $7.80 $7.80 0.00% $0.0000 0.000 230.131 17,950.218
2/94 $7.61 $7.61 0.00% 02/10/94 $0.07300 $7.75 $16.7996 2.168 232.299 17,677.954
3/94 $7.34 $7.34 0.00% 03/10/94 $0.05080 $7.52 $11.8008 1.569 233.868 17,165.911
4/94 $7.24 $7.24 0.00% 04/08/94 $0.05510 $7.31 $12.8861 1.763 235.631 17,059.684
5/94 $7.17 $7.17 0.00% 05/10/94 $0.06158 $7.18 $14.5102 2.021 237.652 17,039.648
6/94 $7.07 $7.07 0.00% 06/10/94 $0.05386 $7.20 $12.7999 1.778 239.430 16,927.701
7/94 $7.04 $7.04 0.00% 07/08/94 $0.05118 $7.03 $12.2540 1.743 241.173 16,978.579
8/94 $7.02 $7.02 0.00% 08/10/94 $0.05764 $7.02 $13.9012 1.980 243.153 17,069.341
9/94 $6.94 $6.94 0.00% 09/09/94 $0.04990 $6.99 $12.1333 1.736 244.889 16,995.297
10/94 $6.95 $6.95 0.00% 10/10/94 $0.05474 $6.91 $13.4052 1.940 246.829 17,154.616
11/94 $6.86 $6.86 0.00% 11/10/94 $0.05766 $6.91 $14.2322 2.060 248.889 17,073.785
12/94 $6.81 $6.81 0.00% 12/09/94 $0.04857 $6.85 $12.0885 1.765 250.654 17,069.537
12/29/94 $0.03500 $6.82 $8.7729 1.286 251.940 0.000
1/95 $6.83 $6.83 0.00% 01/10/95 $0.02305 $6.80 $5.8072 0.854 252.794 17,265.830
2/95 $6.93 $6.93 0.00% 02/10/95 $0.05364 $6.87 $13.5599 1.974 254.768 17,655.422
3/95 $6.93 $6.93 0.00% 03/10/95 $0.04871 $6.86 $12.4097 1.809 256.577 17,780.786
4/95 $7.05 $7.05 0.00% 04/10/95 $0.05485 $6.96 $14.0732 2.022 258.599 18,231.230
5/95 $7.15 $7.15 0.00% 05/10/95 $0.05363 $7.15 $13.8687 1.940 260.539 18,724.938
</TABLE>
<TABLE>
<CAPTION>
10000
Initial
5-Year Investment
Payment/ ---------------------------------- Plot Points
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares for
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding Marketing
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5/90 $7.33 $7.33 0.00% 05/10/90 $0.07970 $7.26 136.426 11,387.302
6/90 $7.36 $7.36 0.00% 06/08/90 $0.07540 $7.35 $10.2865 1.400 137.826 11,551.226
7/90 $7.44 $7.44 0.00% 07/10/90 $0.08540 $7.38 $11.7703 1.595 139.421 11,811.893
8/90 $7.09 $7.09 0.00% 08/10/90 $0.08050 $7.33 $11.2234 1.531 140.952 11,379.875
9/90 $6.64 $6.64 0.00% 09/10/90 $0.07900 $7.07 $11.1352 1.575 142.527 10,776.654
10/90 $6.32 $6.32 0.00% 10/10/90 $0.08120 $6.53 $11.5732 1.772 144.299 10,384.834
11/90 $6.34 $6.34 0.00% 11/09/90 $0.07520 $6.31 $10.8513 1.720 146.019 10,541.835
12/90 $6.37 $6.37 0.00% 12/10/90 $0.07450 $6.39 $10.8784 1.702 147.721 10,715.232
1/91 $6.41 $6.41 0.00% 12/31/90 $0.05150 $6.37 $7.6076 1.194 148.915 10,869.693
2/91 $6.86 $6.86 0.00% 02/08/91 $0.09080 $6.56 $13.5215 2.061 150.976 11,793.781
3/91 $7.10 $7.10 0.00% 03/08/91 $0.07020 $6.94 $10.5985 1.527 152.503 12,329.860
4/91 $7.25 $7.25 0.00% 04/10/91 $0.08420 $7.13 $12.8408 1.801 154.304 12,739.048
5/91 $7.20 $7.20 0.00% 05/10/91 $0.07900 $7.23 $12.1900 1.686 155.990 12,789.432
6/91 $7.29 $7.29 0.00% 06/10/91 $0.07760 $7.25 $12.1048 1.670 157.660 13,087.883
7/91 $7.42 $7.42 0.00% 07/10/91 $0.07540 $7.36 $11.8876 1.615 159.275 13,457.728
8/91 $7.56 $7.56 0.00% 07/31/91 $0.05590 $7.42 $8.9035 1.200 160.475 13,814.917
9/91 $7.59 $7.59 0.00% 09/03/91 $0.06732 $7.54 $10.8032 1.433 161.908 13,993.607
10/91 $7.69 $7.69 0.00% 10/03/91 $0.06732 $7.57 $10.8996 1.440 163.348 14,304.092
11/91 $7.63 $7.63 0.00% 11/01/91 $0.06732 $7.65 $10.9966 1.437 164.785 14,317.390
12/91 $7.56 $7.56 0.00% 12/03/91 $0.06525 $7.57 $10.7522 1.420 166.205 14,308.283
0.00% 12/31/91 $0.06270 $7.64 $10.4211 1.363 167.568
0.000
1/92 $7.70 $7.70 0.00% $0.0000 0.000 167.568 14,692.832
2/92 $7.76 $7.76 0.00% 02/03/92 $0.06270 $7.68 $10.5065 1.368 168.936 14,928.222
3/92 $7.74 $7.74 0.00% 03/03/92 $0.06270 $7.72 $10.5923 1.372 170.308 15,010.646
4/92 $7.73 $7.73 0.00% 04/03/92 $0.06300 $7.67 $10.7294 1.399 171.707 15,114.392
5/92 $7.78 $7.78 0.00% 05/01/92 $0.06300 $7.67 $10.8175 1.410 173.117 15,337.103
6/92 $7.73 $7.73 0.00% 06/03/92 $0.06300 $7.72 $10.9064 1.413 174.530 15,362.911
7/92 $7.75 $7.75 0.00% 07/02/92 $0.06100 $7.68 $10.6463 1.386 175.916 15,525.033
8/92 $7.69 $7.69 0.00% 08/03/92 $0.06100 $7.69 $10.7309 1.395 177.311 15,527.033
9/92 $7.57 $7.57 0.00% 09/03/92 $0.06100 $7.61 $10.8160 1.421 178.732 15,407.221
10/92 $7.46 $7.46 0.00% 10/02/92 $0.06000 $7.50 $10.7239 1.430 180.162 15,304.787
11/92 $7.41 $7.41 0.00% 11/03/92 $0.06000 $7.40 $10.8097 1.461 181.623 15,325.436
12/92 $7.38 $7.38 0.00% 12/03/92 $0.06000 $7.36 $10.8974 1.481 183.104 15,387.817
12/92 $7.38 $7.38 0.00% 12/23/92 $0.06000 $7.37 $10.9862 1.491 184.595 15,513.055
1/93 $7.49 $7.49 0.00% $0.0000 0.000 184.595 15,744.280
2/93 $7.52 $7.52 0.00% 02/03/93 $0.06000 $7.45 $11.0757 1.487 186.082 15,934.654
3/93 $7.56 $7.56 0.00% 03/03/93 $0.06000 $7.52 $11.1649 1.485 187.567 16,147.253
4/93 $7.53 $7.53 0.00% 04/01/93 $0.06000 $7.49 $11.2540 1.503 189.070 16,212.015
5/93 $7.55 $7.55 0.00% 05/03/93 $0.05850 $7.49 $11.0606 1.477 190.547 16,382.066
6/93 $7.64 $7.64 0.00% 06/03/93 $0.05850 $7.52 $11.1470 1.482 192.029 16,706.312
7/93 $7.67 $7.67 0.00% 07/02/93 $0.05800 $7.59 $11.1377 1.467 193.496 16,900.078
8/93 $7.70 $7.70 0.00% 08/03/93 $0.05700 $7.63 $11.0293 1.446 194.942 17,092.922
9/93 $7.63 $7.63 0.00% 09/03/93 $0.05600 $7.63 $10.9168 1.431 196.373 17,061.825
10/93 $7.68 $7.68 0.00% 10/01/93 $0.05600 $7.58 $10.9969 1.451 197.824 17,300.506
11/93 $7.62 $7.62 0.00% 11/10/93 $0.07613 $7.64 $15.0603 1.971 199.795 17,336.414
12/93 $7.69 $7.69 0.00% 12/10/93 $0.05133 $7.69 $10.2555 1.334 201.129 17,612.484
12/30/93 $0.03693 $7.69 $7.4277 0.966 202.095 0.000
1/94 $7.80 $7.80 0.00% $0.0000 0.000 202.095 17,950.218
2/94 $7.61 $7.61 0.00% 02/10/94 $0.07300 $7.75 $14.7529 1.904 203.999 17,677.954
3/94 $7.34 $7.34 0.00% 03/10/94 $0.05080 $7.52 $10.3631 1.378 205.377 17,165.911
4/94 $7.24 $7.24 0.00% 04/08/94 $0.05510 $7.31 $11.3163 1.548 206.925 17,059.684
5/94 $7.17 $7.17 0.00% 05/10/94 $0.06158 $7.18 $12.7424 1.775 208.700 17,039.648
6/94 $7.07 $7.07 0.00% 06/10/94 $0.05386 $7.20 $11.2406 1.561 210.261 16,927.701
7/94 $7.04 $7.04 0.00% 07/08/94 $0.05118 $7.03 $10.7612 1.531 211.792 16,978.579
8/94 $7.02 $7.02 0.00% 08/10/94 $0.05764 $7.02 $12.2077 1.739 213.531 17,069.341
9/94 $6.94 $6.94 0.00% 09/09/94 $0.04990 $6.99 $10.6552 1.524 215.055 16,995.297
10/94 $6.95 $6.95 0.00% 10/10/94 $0.05474 $6.91 $11.7721 1.704 216.759 17,154.616
11/94 $6.86 $6.86 0.00% 11/10/94 $0.05766 $6.91 $12.4983 1.809 218.568 17,073.785
12/94 $6.81 $6.81 0.00% 12/09/94 $0.04857 $6.85 $10.6158 1.550 220.118 17,069.537
12/29/94 $0.03500 $6.82 $7.7041 1.130 221.248 0.000
1/95 $6.83 $6.83 0.00% 01/10/95 $0.02305 $6.80 $5.0998 0.750 221.998 17,265.830
2/95 $6.93 $6.93 0.00% 02/10/95 $0.05364 $6.87 $11.9080 1.733 223.731 17,655.422
3/95 $6.93 $6.93 0.00% 03/10/95 $0.04871 $6.86 $10.8979 1.589 225.320 17,780.786
4/95 $7.05 $7.05 0.00% 04/10/95 $0.05485 $6.96 $12.3588 1.776 227.096 18,231.230
5/95 $7.15 $7.15 0.00% 05/10/95 $0.05363 $7.15 $12.1792 1.703 228.799 18,724.938
</TABLE>
<TABLE>
<CAPTION>
10000
Initial
3-Year Investment
Payment/ ---------------------------------- Plot Points
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares for
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding Marketing
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5/92 $7.78 $7.78 0.00% 05/01/92 $0.06300 $7.67 128.535 15,337.103
6/92 $7.73 $7.73 0.00% 06/03/92 $0.06300 $7.72 $8.0977 1.049 129.584 15,362.911
7/92 $7.75 $7.75 0.00% 07/02/92 $0.06100 $7.68 $7.9046 1.029 130.613 15,525.033
8/92 $7.69 $7.69 0.00% 08/03/92 $0.06100 $7.69 $7.9674 1.036 131.649 15,527.033
9/92 $7.57 $7.57 0.00% 09/03/92 $0.06100 $7.61 $8.0306 1.055 132.704 15,407.221
10/92 $7.46 $7.46 0.00% 10/02/92 $0.06000 $7.50 $7.9622 1.062 133.766 15,304.787
11/92 $7.41 $7.41 0.00% 11/03/92 $0.06000 $7.40 $8.0260 1.085 134.851 15,325.436
12/92 $7.38 $7.38 0.00% 12/03/92 $0.06000 $7.36 $8.0911 1.099 135.950 15,387.817
12/92 $7.38 $7.38 0.00% 12/23/92 $0.06000 $7.37 $8.1570 1.107 137.057 15,513.055
1/93 $7.49 $7.49 0.00% $0.0000 0.000 137.057 15,744.280
2/93 $7.52 $7.52 0.00% 02/03/93 $0.06000 $7.45 $8.2234 1.104 138.161 15,934.654
3/93 $7.56 $7.56 0.00% 03/03/93 $0.06000 $7.52 $8.2897 1.102 139.263 16,147.253
4/93 $7.53 $7.53 0.00% 04/01/93 $0.06000 $7.49 $8.3558 1.116 140.379 16,212.015
5/93 $7.55 $7.55 0.00% 05/03/93 $0.05850 $7.49 $8.2122 1.096 141.475 16,382.066
6/93 $7.64 $7.64 0.00% 06/03/93 $0.05850 $7.52 $8.2763 1.101 142.576 16,706.312
7/93 $7.67 $7.67 0.00% 07/02/93 $0.05800 $7.59 $8.2694 1.090 143.666 16,900.078
8/93 $7.70 $7.70 0.00% 08/03/93 $0.05700 $7.63 $8.1890 1.073 144.739 17,092.922
9/93 $7.63 $7.63 0.00% 09/03/93 $0.05600 $7.63 $8.1054 1.062 145.801 17,061.825
10/93 $7.68 $7.68 0.00% 10/01/93 $0.05600 $7.58 $8.1649 1.077 146.878 17,300.506
11/93 $7.62 $7.62 0.00% 11/10/93 $0.07613 $7.64 $11.1818 1.464 148.342 17,336.414
12/93 $7.69 $7.69 0.00% 12/10/93 $0.05133 $7.69 $7.6144 0.990 149.332 17,612.484
12/30/93 $0.03693 $7.69 $5.5148 0.717 150.049 0.000
1/94 $7.80 $7.80 0.00% $0.0000 0.000 150.049 17,950.218
2/94 $7.61 $7.61 0.00% 02/10/94 $0.07300 $7.75 $10.9536 1.413 151.462 17,677.954
3/94 $7.34 $7.34 0.00% 03/10/94 $0.05080 $7.52 $7.6943 1.023 152.485 17,165.911
4/94 $7.24 $7.24 0.00% 04/08/94 $0.05510 $7.31 $8.4019 1.149 153.634 17,059.684
5/94 $7.17 $7.17 0.00% 05/10/94 $0.06158 $7.18 $9.4608 1.318 154.952 17,039.648
6/94 $7.07 $7.07 0.00% 06/10/94 $0.05386 $7.20 $8.3457 1.159 156.111 16,927.701
7/94 $7.04 $7.04 0.00% 07/08/94 $0.05118 $7.03 $7.9898 1.137 157.248 16,978.579
8/94 $7.02 $7.02 0.00% 08/10/94 $0.05764 $7.02 $9.0638 1.291 158.539 17,069.341
9/94 $6.94 $6.94 0.00% 09/09/94 $0.04990 $6.99 $7.9111 1.132 159.671 16,995.297
10/94 $6.95 $6.95 0.00% 10/10/94 $0.05474 $6.91 $8.7404 1.265 160.936 17,154.616
11/94 $6.86 $6.86 0.00% 11/10/94 $0.05766 $6.91 $9.2796 1.343 162.279 17,073.785
12/94 $6.81 $6.81 0.00% 12/09/94 $0.04857 $6.85 $7.8819 1.151 163.430 17,069.537
12/29/94 $0.03500 $6.82 $5.7201 0.839 164.269 0.000
1/95 $6.83 $6.83 0.00% 01/10/95 $0.02305 $6.80 $3.7864 0.557 164.826 17,265.830
2/95 $6.93 $6.93 0.00% 02/10/95 $0.05364 $6.87 $8.8413 1.287 166.113 17,655.422
3/95 $6.93 $6.93 0.00% 03/10/95 $0.04871 $6.86 $8.0914 1.180 167.293 17,780.786
4/95 $7.05 $7.05 0.00% 04/10/95 $0.05485 $6.96 $9.1760 1.318 168.611 18,231.230
5/95 $7.15 $7.15 0.00% 05/10/95 $0.05363 $7.15 $9.0426 1.265 169.876 18,724.938
</TABLE>
<TABLE>
<CAPTION>
10000
Initial
1-Year Investment
Payment/ ---------------------------------- Plot Points
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares for
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding Marketing
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5/94 $7.17 $7.17 0.00% 05/10/94 $0.06158 $7.18 139.470 17,039.648
6/94 $7.07 $7.07 0.00% 06/10/94 $0.05386 $7.20 $7.5119 1.043 140.513 16,927.701
7/94 $7.04 $7.04 0.00% 07/08/94 $0.05118 $7.03 $7.1915 1.023 141.536 16,978.579
8/94 $7.02 $7.02 0.00% 08/10/94 $0.05764 $7.02 $8.1581 1.162 142.698 17,069.341
9/94 $6.94 $6.94 0.00% 09/09/94 $0.04990 $6.99 $7.1206 1.019 143.717 16,995.297
10/94 $6.95 $6.95 0.00% 10/10/94 $0.05474 $6.91 $7.8671 1.139 144.856 17,154.616
11/94 $6.86 $6.86 0.00% 11/10/94 $0.05766 $6.91 $8.3524 1.209 146.065 17,073.785
12/94 $6.81 $6.81 0.00% 12/09/94 $0.04857 $6.85 $7.0944 1.036 147.101 17,069.537
12/29/94 $0.03500 $6.82 $5.1485 0.755 147.856 0.000
1/95 $6.83 $6.83 0.00% 01/10/95 $0.02305 $6.80 $3.4081 0.501 148.357 17,265.830
2/95 $6.93 $6.93 0.00% 02/10/95 $0.05364 $6.87 $7.9579 1.158 149.515 17,655.422
3/95 $6.93 $6.93 0.00% 03/10/95 $0.04871 $6.86 $7.2829 1.062 150.577 17,780.786
4/95 $7.05 $7.05 0.00% 04/10/95 $0.05485 $6.96 $8.2591 1.187 151.764 18,231.230
5/95 $7.15 $7.15 0.00% 05/10/95 $0.05363 $7.15 $8.1391 1.138 152.902 18,724.938
</TABLE>
<TABLE>
<CAPTION>
10000
Initial
YTD MTD Investment
Payment/ --------------------------------- ----------- Plot Points
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares Shares for
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding Outstanding Marketing
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/94 $6.81 $6.81 0.00% 12/09/94 $0.04857 $6.85 146.843 17,069.537
12/29/94 $0.03500 $6.82 146.843 0.000
1/95 $6.83 $6.83 0.00% 01/10/95 $0.02305 $6.80 $3.3847 0.498 147.341 17,265.830
2/95 $6.93 $6.93 0.00% 02/10/95 $0.05364 $6.87 $7.9034 1.150 148.491 17,655.422
3/95 $6.93 $6.93 0.00% 03/10/95 $0.04871 $6.86 $7.2330 1.054 149.545 17,780.786
4/95 $7.05 $7.05 0.00% 04/10/95 $0.05485 $6.96 $8.2025 1.179 150.724 141.840 18,231.230
5/95 $7.15 $7.15 0.00% 05/10/95 $0.05363 $7.15 $8.0833 1.131 151.855 18,724.938
</TABLE>
<PAGE>
JOHN HANCOCK STRATEGIC INCOME FUND (CLASS A) - SEC TOTAL RETURN FORMULA
Initial Investment $1,000
- ----------------------------------- ------------------------------------
! Average Annual Total Return Rate ! ! Investment Value at End of Period !
! ! ! !
! 8.78 Year Return: 6.85% ! ! 10 Year Value: $1,788.41 ! **
! ! ! !
! 5 Year Return: 9.32% ! ! 5 Year Value: $1,561.36 !
! ! ! !
! 3 Year Return: 5.24% ! ! 3 Year Value: $1,165.47 ! **
! ! ! !
! 1 Year Return: 4.38% ! ! 1 Year Value: $1,043.77 !
! ! ! !
! YTD Return: 4.24% ! ! YTD Value: $1,042.40 ! **
! ! ! !
! MTD Return: 2.20% ! ! MTD Value: $1,021.97 !
- ----------------------------------- ------------------------------------
** Indicates calculation includes
Constant Sales Charge: 4.50% accrued dividends since last payment
date of: $0.0370
Monthly Declared Dividend $0.0551
NOTE:
Fund declared dividends daily 8/19/86-7/31/91.
Fund declared dividends monthly 8/1/91-9/30/93.
Fund declared dividends daily 10/1/93-present.
<TABLE>
<CAPTION>
10-Year
Payment/ ----------------------------------
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
8/19/86 $10.00 $10.47 4.50% 95.511
8/86 $10.00 $10.47 4.50% $0.0000 0.000 95.511
9/86 $9.95 $10.42 4.50% $0.0000 0.000 95.511
10/86 $9.94 $10.41 4.50% 10/17/86 $0.11900 $9.93 $11.3658 1.145 96.656
11/86 $9.86 $10.32 4.50% 11/19/86 $0.09750 $9.89 $9.4240 0.953 97.609
12/86 $9.80 $10.26 4.50% 12/17/86 $0.08790 $9.79 $8.5798 0.876 98.485
1/87 $10.01 $10.48 4.50% 01/20/87 $0.10060 $9.95 $9.9076 0.996 99.481
2/87 $10.14 $10.62 4.50% 02/20/87 $0.09190 $10.08 $9.1423 0.907 100.388
3/87 $10.11 $10.59 4.50% 03/20/87 $0.08560 $10.13 $8.5932 0.848 101.236
4/87 $9.83 $10.29 4.50% 04/20/87 $0.09130 $9.98 $9.2428 0.926 102.162
5/87 $9.71 $10.17 4.50% 05/20/87 $0.08810 $9.70 $9.0005 0.928 103.090
6/87 $9.76 $10.22 4.50% 06/19/87 $0.08950 $9.77 $9.2266 0.944 104.034
7/87 $9.68 $10.14 4.50% 07/20/87 $0.09370 $9.74 $9.7480 1.001 105.035
8/87 $9.67 $10.13 4.50% 08/20/87 $0.09140 $9.70 $9.6002 0.990 106.025
9/87 $9.34 $9.78 4.50% 09/18/87 $0.08700 $9.49 $9.2242 0.972 106.997
10/87 $8.92 $9.34 4.50% 10/20/87 $0.09810 $9.03 $10.4964 1.162 108.159
11/87 $9.11 $9.54 4.50% 11/20/87 $0.09630 $9.12 $10.4157 1.142 109.301
12/87 $9.13 $9.56 4.50% 12/18/87 $0.08600 $9.05 $9.3999 1.039 110.340
1/88 $9.33 $9.77 4.50% 01/08/88 $0.03940 $9.13 $4.3474 0.476 110.816
2/88 $9.43 $9.87 4.50% 02/10/88 $0.12720 $9.38 $14.0958 1.503 112.319
3/88 $9.33 $9.77 4.50% 03/10/88 $0.09560 $9.34 $10.7377 1.150 113.469
4/88 $9.30 $9.74 4.50% 04/08/88 $0.08930 $9.32 $10.1328 1.087 114.556
5/88 $9.24 $9.68 4.50% 05/10/88 $0.10030 $9.28 $11.4900 1.238 115.794
6/88 $9.30 $9.74 4.50% 06/10/88 $0.09430 $9.29 $10.9194 1.175 116.969
7/88 $9.27 $9.71 4.50% 07/08/88 $0.08330 $9.30 $9.7435 1.048 118.017
8/88 $9.24 $9.68 4.50% 08/10/88 $0.09430 $9.26 $11.1290 1.202 119.219
9/88 $9.24 $9.68 4.50% 09/09/88 $0.08990 $9.24 $10.7178 1.160 120.379
10/88 $9.26 $9.70 4.50% 10/07/88 $0.08360 $9.25 $10.0637 1.088 121.467
11/88 $9.23 $9.66 4.50% 11/10/88 $0.10000 $9.24 $12.1467 1.315 122.782
12/88 $9.22 $9.65 4.50% 12/09/88 $0.08990 $9.25 $11.0381 1.193 123.975
1/89 $9.21 $9.64 4.50% 01/09/89 $0.06640 $9.22 $8.2319 0.893 124.868
2/89 $9.20 $9.63 4.50% 02/10/89 $0.13610 $9.20 $16.9945 1.847 126.715
3/89 $9.05 $9.48 4.50% 03/10/89 $0.09030 $9.18 $11.4424 1.246 127.961
4/89 $8.95 $9.37 4.50% 04/10/89 $0.09890 $9.02 $12.6553 1.403 129.364
5/89 $8.98 $9.40 4.50% 05/10/89 $0.09440 $8.91 $12.2120 1.371 130.735
6/89 $9.08 $9.51 4.50% 06/09/89 $0.09480 $9.08 $12.3937 1.365 132.100
7/89 $9.02 $9.45 4.50% 07/10/89 $0.09650 $9.07 $12.7477 1.405 133.505
8/89 $8.96 $9.38 4.50% 08/10/89 $0.09130 $9.03 $12.1890 1.350 134.855
9/89 $8.77 $9.18 4.50% 09/08/89 $0.08620 $8.96 $11.6245 1.297 136.152
10/89 $8.47 $8.87 4.50% 10/10/89 $0.09760 $8.74 $13.2884 1.520 137.672
11/89 $8.26 $8.65 4.50% 11/10/89 $0.09000 $8.41 $12.3905 1.473 139.145
12/89 $8.08 $8.46 4.50% 12/08/89 $0.08040 $8.20 $11.1873 1.364 140.509
1/90 $7.69 $8.05 4.50% 12/29/89 $0.05740 $8.08 $8.0652 0.998 141.507
2/90 $7.36 $7.71 4.50% 02/09/90 $0.11610 $7.61 $16.4290 2.159 143.666
3/90 $7.39 $7.74 4.50% 03/09/90 $0.07430 $7.34 $10.6744 1.454 145.120
4/90 $7.32 $7.66 4.50% 04/10/90 $0.08350 $7.37 $12.1175 1.644 146.764
5/90 $7.33 $7.68 4.50% 05/10/90 $0.07970 $7.26 $11.6971 1.611 148.375
6/90 $7.36 $7.71 4.50% 06/08/90 $0.07540 $7.35 $11.1875 1.522 149.897
7/90 $7.44 $7.79 4.50% 07/10/90 $0.08540 $7.38 $12.8012 1.735 151.632
8/90 $7.09 $7.42 4.50% 08/10/90 $0.08050 $7.33 $12.2064 1.665 153.297
9/90 $6.64 $6.95 4.50% 09/10/90 $0.07900 $7.07 $12.1105 1.713 155.010
10/90 $6.32 $6.62 4.50% 10/10/90 $0.08120 $6.53 $12.5868 1.928 156.938
11/90 $6.34 $6.64 4.50% 11/09/90 $0.07520 $6.31 $11.8017 1.870 158.808
12/90 $6.37 $6.67 4.50% 12/10/90 $0.07450 $6.39 $11.8312 1.852 160.660
1/91 $6.41 $6.71 4.50% 12/31/90 $0.05150 $6.37 $8.2740 1.299 161.959
2/91 $6.86 $7.18 4.50% 02/08/91 $0.09080 $6.56 $14.7059 2.242 164.201
3/91 $7.10 $7.43 4.50% 03/08/91 $0.07020 $6.94 $11.5269 1.661 165.862
4/91 $7.25 $7.59 4.50% 04/10/91 $0.08420 $7.13 $13.9656 1.959 167.821
5/91 $7.20 $7.54 4.50% 05/10/91 $0.07900 $7.23 $13.2579 1.834 169.655
6/91 $7.29 $7.63 4.50% 06/10/91 $0.07760 $7.25 $13.1652 1.816 171.471
7/91 $7.42 $7.77 4.50% 07/10/91 $0.07540 $7.36 $12.9289 1.757 173.228
8/91 $7.56 $7.92 4.50% 07/31/91 $0.05590 $7.42 $9.6834 1.305 174.533
9/91 $7.59 $7.95 4.50% 09/03/91 $0.06732 $7.54 $11.7496 1.558 176.091
10/91 $7.69 $8.05 4.50% 10/03/91 $0.06732 $7.57 $11.8544 1.566 177.657
11/91 $7.63 $7.99 4.50% 11/01/91 $0.06732 $7.65 $11.9599 1.563 179.220
12/91 $7.56 $7.92 4.50% 12/03/91 $0.06525 $7.57 $11.6941 1.545 180.765
4.50% 12/31/91 $0.06270 $7.64 $11.3340 1.483 182.248
1/92 $7.70 $8.06 4.50% $0.0000 0.000 182.248
2/92 $7.76 $8.13 4.50% 02/03/92 $0.06270 $7.68 $11.4269 1.488 183.736
3/92 $7.74 $8.10 4.50% 03/03/92 $0.06270 $7.72 $11.5202 1.492 185.228
4/92 $7.73 $8.09 4.50% 04/03/92 $0.06300 $7.67 $11.6694 1.521 186.749
5/92 $7.78 $8.15 4.50% 05/01/92 $0.06300 $7.67 $11.7652 1.534 188.283
6/92 $7.73 $8.09 4.50% 06/03/92 $0.06300 $7.72 $11.8618 1.537 189.820
7/92 $7.75 $8.12 4.50% 07/02/92 $0.06100 $7.68 $11.5790 1.508 191.328
8/92 $7.69 $8.05 4.50% 08/03/92 $0.06100 $7.69 $11.6710 1.518 192.846
9/92 $7.57 $7.93 4.50% 09/03/92 $0.06100 $7.61 $11.7636 1.546 194.392
10/92 $7.46 $7.81 4.50% 10/02/92 $0.06000 $7.50 $11.6635 1.555 195.947
11/92 $7.41 $7.76 4.50% 11/03/92 $0.06000 $7.40 $11.7568 1.589 197.536
12/92 $7.38 $7.73 4.50% 12/03/92 $0.06000 $7.36 $11.8522 1.610 199.146
12/92 $7.38 $7.73 4.50% 12/23/92 $0.06000 $7.37 $11.9488 1.621 200.767
1/93 $7.49 $7.84 4.50% $0.0000 0.000 200.767
2/93 $7.52 $7.87 4.50% 02/03/93 $0.06000 $7.45 $12.0460 1.617 202.384
3/93 $7.56 $7.92 4.50% 03/03/93 $0.06000 $7.52 $12.1430 1.615 203.999
4/93 $7.53 $7.88 4.50% 04/01/93 $0.06000 $7.49 $12.2399 1.634 205.633
5/93 $7.55 $7.91 4.50% 05/03/93 $0.05850 $7.49 $12.0295 1.606 207.239
6/93 $7.64 $8.00 4.50% 06/03/93 $0.05850 $7.52 $12.1235 1.612 208.851
7/93 $7.67 $8.03 4.50% 07/02/93 $0.05800 $7.59 $12.1134 1.596 210.447
8/93 $7.70 $8.06 4.50% 08/03/93 $0.05700 $7.63 $11.9955 1.572 212.019
9/93 $7.63 $7.99 4.50% 09/03/93 $0.05600 $7.63 $11.8731 1.556 213.575
10/93 $7.68 $8.04 4.50% 10/01/93 $0.05600 $7.58 $11.9602 1.578 215.153
11/93 $7.62 $7.98 4.50% 11/10/93 $0.07613 $7.64 $16.3796 2.144 217.297
12/93 $7.69 $8.05 4.50% 12/10/93 $0.05133 $7.69 $11.1539 1.450 218.747
12/30/93 $0.03693 $7.69 $8.0783 1.050 219.797
1/94 $7.80 $8.17 4.50% $0.0000 0.000 219.797
2/94 $7.61 $7.97 4.50% 02/10/94 $0.07300 $7.75 $16.0452 2.070 221.867
3/94 $7.34 $7.69 4.50% 03/10/94 $0.05080 $7.52 $11.2708 1.499 223.366
4/94 $7.24 $7.58 4.50% 04/08/94 $0.05510 $7.31 $12.3075 1.684 225.050
5/94 $7.17 $7.51 4.50% 05/10/94 $0.06158 $7.18 $13.8586 1.930 226.980
6/94 $7.07 $7.40 4.50% 06/10/94 $0.05386 $7.20 $12.2251 1.698 228.678
7/94 $7.04 $7.37 4.50% 07/08/94 $0.05118 $7.03 $11.7037 1.665 230.343
8/94 $7.02 $7.35 4.50% 08/10/94 $0.05764 $7.02 $13.2770 1.891 232.234
9/94 $6.94 $7.27 4.50% 09/09/94 $0.04990 $6.99 $11.5885 1.658 233.892
10/94 $6.95 $7.28 4.50% 10/10/94 $0.05474 $6.91 $12.8032 1.853 235.745
11/94 $6.86 $7.18 4.50% 11/10/94 $0.05766 $6.91 $13.5931 1.967 237.712
12/94 $6.81 $7.13 4.50% 12/09/94 $0.04857 $6.85 $11.5457 1.686 239.398
12/29/94 $0.03500 $6.82 $8.3789 1.229 240.627
1/95 $6.83 $7.15 4.50% 01/10/95 $0.02305 $6.80 $5.5465 0.816 241.443
2/95 $6.93 $7.26 4.50% 02/10/95 $0.05364 $6.87 $12.9510 1.885 243.328
3/95 $6.93 $6.93 4.50% 03/10/95 $0.04871 $6.86 $11.8525 1.728 245.056
4/95 $7.05 $7.05 4.50% 04/10/95 $0.05485 $6.96 $13.4413 1.931 246.987
5/95 $7.15 $7.15 4.50% 05/10/95 $0.05363 $7.15 $13.2459 1.853 248.840
</TABLE>
<TABLE>
<CAPTION>
5-Year
Payment/ ----------------------------------
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5/90 $7.33 $7.68 4.50% 05/10/90 $0.07970 $7.26 130.208
6/90 $7.36 $7.71 4.50% 06/08/90 $0.07540 $7.35 $9.8177 1.336 131.544
7/90 $7.44 $7.79 4.50% 07/10/90 $0.08540 $7.38 $11.2339 1.522 133.066
8/90 $7.09 $7.42 4.50% 08/10/90 $0.08050 $7.33 $10.7118 1.461 134.527
9/90 $6.64 $6.95 4.50% 09/10/90 $0.07900 $7.07 $10.6276 1.503 136.030
10/90 $6.32 $6.62 4.50% 10/10/90 $0.08120 $6.53 $11.0456 1.692 137.722
11/90 $6.34 $6.64 4.50% 11/09/90 $0.07520 $6.31 $10.3567 1.641 139.363
12/90 $6.37 $6.67 4.50% 12/10/90 $0.07450 $6.39 $10.3825 1.625 140.988
1/91 $6.41 $6.71 4.50% 12/31/90 $0.05150 $6.37 $7.2609 1.140 142.128
2/91 $6.86 $7.18 4.50% 02/08/91 $0.09080 $6.56 $12.9052 1.967 144.095
3/91 $7.10 $7.43 4.50% 03/08/91 $0.07020 $6.94 $10.1155 1.458 145.553
4/91 $7.25 $7.59 4.50% 04/10/91 $0.08420 $7.13 $12.2556 1.719 147.272
5/91 $7.20 $7.54 4.50% 05/10/91 $0.07900 $7.23 $11.6345 1.609 148.881
6/91 $7.29 $7.63 4.50% 06/10/91 $0.07760 $7.25 $11.5532 1.594 150.475
7/91 $7.42 $7.77 4.50% 07/10/91 $0.07540 $7.36 $11.3458 1.542 152.017
8/91 $7.56 $7.92 4.50% 07/31/91 $0.05590 $7.42 $8.4978 1.145 153.162
9/91 $7.59 $7.95 4.50% 09/03/91 $0.06732 $7.54 $10.3109 1.367 154.529
10/91 $7.69 $8.05 4.50% 10/03/91 $0.06732 $7.57 $10.4029 1.374 155.903
11/91 $7.63 $7.99 4.50% 11/01/91 $0.06732 $7.65 $10.4954 1.372 157.275
12/91 $7.56 $7.92 4.50% 12/03/91 $0.06525 $7.57 $10.2622 1.356 158.631
4.50% 12/31/91 $0.06270 $7.64 $9.9462 1.301 159.932
1/92 $7.70 $8.06 4.50% $0.0000 0.000 159.932
2/92 $7.76 $8.13 4.50% 02/03/92 $0.06270 $7.68 $10.0277 1.306 161.238
3/92 $7.74 $8.10 4.50% 03/03/92 $0.06270 $7.72 $10.1096 1.310 162.548
4/92 $7.73 $8.09 4.50% 04/03/92 $0.06300 $7.67 $10.2405 1.335 163.883
5/92 $7.78 $8.15 4.50% 05/01/92 $0.06300 $7.67 $10.3246 1.346 165.229
6/92 $7.73 $8.09 4.50% 06/03/92 $0.06300 $7.72 $10.4094 1.348 166.577
7/92 $7.75 $8.12 4.50% 07/02/92 $0.06100 $7.68 $10.1612 1.323 167.900
8/92 $7.69 $8.05 4.50% 08/03/92 $0.06100 $7.69 $10.2419 1.332 169.232
9/92 $7.57 $7.93 4.50% 09/03/92 $0.06100 $7.61 $10.3232 1.357 170.589
10/92 $7.46 $7.81 4.50% 10/02/92 $0.06000 $7.50 $10.2353 1.365 171.954
11/92 $7.41 $7.76 4.50% 11/03/92 $0.06000 $7.40 $10.3172 1.394 173.348
12/92 $7.38 $7.73 4.50% 12/03/92 $0.06000 $7.36 $10.4009 1.413 174.761
12/92 $7.38 $7.73 4.50% 12/23/92 $0.06000 $7.37 $10.4857 1.423 176.184
1/93 $7.49 $7.84 4.50% $0.0000 0.000 176.184
2/93 $7.52 $7.87 4.50% 02/03/93 $0.06000 $7.45 $10.5710 1.419 177.603
3/93 $7.56 $7.92 4.50% 03/03/93 $0.06000 $7.52 $10.6562 1.417 179.020
4/93 $7.53 $7.88 4.50% 04/01/93 $0.06000 $7.49 $10.7412 1.434 180.454
5/93 $7.55 $7.91 4.50% 05/03/93 $0.05850 $7.49 $10.5566 1.409 181.863
6/93 $7.64 $8.00 4.50% 06/03/93 $0.05850 $7.52 $10.6390 1.415 183.278
7/93 $7.67 $8.03 4.50% 07/02/93 $0.05800 $7.59 $10.6301 1.401 184.679
8/93 $7.70 $8.06 4.50% 08/03/93 $0.05700 $7.63 $10.5267 1.380 186.059
9/93 $7.63 $7.99 4.50% 09/03/93 $0.05600 $7.63 $10.4193 1.366 187.425
10/93 $7.68 $8.04 4.50% 10/01/93 $0.05600 $7.58 $10.4958 1.385 188.810
11/93 $7.62 $7.98 4.50% 11/10/93 $0.07613 $7.64 $14.3741 1.881 190.691
12/93 $7.69 $8.05 4.50% 12/10/93 $0.05133 $7.69 $9.7882 1.273 191.964
12/30/93 $0.03693 $7.69 $7.0892 0.922 192.886
1/94 $7.80 $8.17 4.50% $0.0000 0.000 192.886
2/94 $7.61 $7.97 4.50% 02/10/94 $0.07300 $7.75 $14.0807 1.817 194.703
3/94 $7.34 $7.69 4.50% 03/10/94 $0.05080 $7.52 $9.8909 1.315 196.018
4/94 $7.24 $7.58 4.50% 04/08/94 $0.05510 $7.31 $10.8006 1.478 197.496
5/94 $7.17 $7.51 4.50% 05/10/94 $0.06158 $7.18 $12.1618 1.694 199.190
6/94 $7.07 $7.40 4.50% 06/10/94 $0.05386 $7.20 $10.7284 1.490 200.680
7/94 $7.04 $7.37 4.50% 07/08/94 $0.05118 $7.03 $10.2708 1.461 202.141
8/94 $7.02 $7.35 4.50% 08/10/94 $0.05764 $7.02 $11.6514 1.660 203.801
9/94 $6.94 $7.27 4.50% 09/09/94 $0.04990 $6.99 $10.1697 1.455 205.256
10/94 $6.95 $7.28 4.50% 10/10/94 $0.05474 $6.91 $11.2357 1.626 206.882
11/94 $6.86 $7.18 4.50% 11/10/94 $0.05766 $6.91 $11.9288 1.726 208.608
12/94 $6.81 $7.13 4.50% 12/09/94 $0.04857 $6.85 $10.1321 1.479 210.087
12/29/94 $0.03500 $6.82 $7.3530 1.078 211.165
1/95 $6.83 $7.15 4.50% 01/10/95 $0.02305 $6.80 $4.8674 0.716 211.881
2/95 $6.93 $7.26 4.50% 02/10/95 $0.05364 $6.87 $11.3653 1.654 213.535
3/95 $6.93 $6.93 4.50% 03/10/95 $0.04871 $6.86 $10.4013 1.516 215.051
4/95 $7.05 $7.05 4.50% 04/10/95 $0.05485 $6.96 $11.7955 1.695 216.746
5/95 $7.15 $7.15 4.50% 05/10/95 $0.05363 $7.15 $11.6241 1.626 218.372
</TABLE>
<TABLE>
<CAPTION>
3-Year
Payment/ ----------------------------------
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5/92 $7.78 $8.15 4.50% 05/01/92 $0.06300 $7.67 122.699
6/92 $7.73 $8.09 4.50% 06/03/92 $0.06300 $7.72 $7.7300 1.001 123.700
7/92 $7.75 $8.12 4.50% 07/02/92 $0.06100 $7.68 $7.5457 0.983 124.683
8/92 $7.69 $8.05 4.50% 08/03/92 $0.06100 $7.69 $7.6057 0.989 125.672
9/92 $7.57 $7.93 4.50% 09/03/92 $0.06100 $7.61 $7.6660 1.007 126.679
10/92 $7.46 $7.81 4.50% 10/02/92 $0.06000 $7.50 $7.6007 1.013 127.692
11/92 $7.41 $7.76 4.50% 11/03/92 $0.06000 $7.40 $7.6615 1.035 128.727
12/92 $7.38 $7.73 4.50% 12/03/92 $0.06000 $7.36 $7.7236 1.049 129.776
12/92 $7.38 $7.73 4.50% 12/23/92 $0.06000 $7.37 $7.7866 1.057 130.833
1/93 $7.49 $7.84 4.50% $0.0000 0.000 130.833
2/93 $7.52 $7.87 4.50% 02/03/93 $0.06000 $7.45 $7.8500 1.054 131.887
3/93 $7.56 $7.92 4.50% 03/03/93 $0.06000 $7.52 $7.9132 1.052 132.939
4/93 $7.53 $7.88 4.50% 04/01/93 $0.06000 $7.49 $7.9763 1.065 134.004
5/93 $7.55 $7.91 4.50% 05/03/93 $0.05850 $7.49 $7.8392 1.047 135.051
6/93 $7.64 $8.00 4.50% 06/03/93 $0.05850 $7.52 $7.9005 1.051 136.102
7/93 $7.67 $8.03 4.50% 07/02/93 $0.05800 $7.59 $7.8939 1.040 137.142
8/93 $7.70 $8.06 4.50% 08/03/93 $0.05700 $7.63 $7.8171 1.025 138.167
9/93 $7.63 $7.99 4.50% 09/03/93 $0.05600 $7.63 $7.7374 1.014 139.181
10/93 $7.68 $8.04 4.50% 10/01/93 $0.05600 $7.58 $7.7941 1.028 140.209
11/93 $7.62 $7.98 4.50% 11/10/93 $0.07613 $7.64 $10.6741 1.397 141.606
12/93 $7.69 $8.05 4.50% 12/10/93 $0.05133 $7.69 $7.2686 0.945 142.551
12/30/93 $0.03693 $7.69 $5.2644 0.685 143.236
1/94 $7.80 $8.17 4.50% $0.0000 0.000 143.236
2/94 $7.61 $7.97 4.50% 02/10/94 $0.07300 $7.75 $10.4562 1.349 144.585
3/94 $7.34 $7.69 4.50% 03/10/94 $0.05080 $7.52 $7.3449 0.977 145.562
4/94 $7.24 $7.58 4.50% 04/08/94 $0.05510 $7.31 $8.0205 1.097 146.659
5/94 $7.17 $7.51 4.50% 05/10/94 $0.06158 $7.18 $9.0313 1.258 147.917
6/94 $7.07 $7.40 4.50% 06/10/94 $0.05386 $7.20 $7.9668 1.107 149.024
7/94 $7.04 $7.37 4.50% 07/08/94 $0.05118 $7.03 $7.6270 1.085 150.109
8/94 $7.02 $7.35 4.50% 08/10/94 $0.05764 $7.02 $8.6523 1.233 151.342
9/94 $6.94 $7.27 4.50% 09/09/94 $0.04990 $6.99 $7.5520 1.080 152.422
10/94 $6.95 $7.28 4.50% 10/10/94 $0.05474 $6.91 $8.3436 1.207 153.629
11/94 $6.86 $7.18 4.50% 11/10/94 $0.05766 $6.91 $8.8582 1.282 154.911
12/94 $6.81 $7.13 4.50% 12/09/94 $0.04857 $6.85 $7.5240 1.098 156.009
12/29/94 $0.03500 $6.82 $5.4603 0.801 156.810
1/95 $6.83 $7.15 4.50% 01/10/95 $0.02305 $6.80 $3.6145 0.532 157.342
2/95 $6.93 $7.26 4.50% 02/10/95 $0.05364 $6.87 $8.4398 1.229 158.571
3/95 $6.93 $6.93 4.50% 03/10/95 $0.04871 $6.86 $7.7240 1.126 159.697
4/95 $7.05 $7.05 4.50% 04/10/95 $0.05485 $6.96 $8.7594 1.259 160.956
5/95 $7.15 $7.15 4.50% 05/10/95 $0.05363 $7.15 $8.6321 1.207 162.163
</TABLE>
<TABLE>
<CAPTION>
1-Year
Payment/ ----------------------------------
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5/94 $7.17 $7.51 4.50% 05/10/94 $0.06158 $7.18 133.156
6/94 $7.07 $7.40 4.50% 06/10/94 $0.05386 $7.20 $7.1718 0.996 134.152
7/94 $7.04 $7.37 4.50% 07/08/94 $0.05118 $7.03 $6.8659 0.977 135.129
8/94 $7.02 $7.35 4.50% 08/10/94 $0.05764 $7.02 $7.7888 1.110 136.239
9/94 $6.94 $7.27 4.50% 09/09/94 $0.04990 $6.99 $6.7983 0.973 137.212
10/94 $6.95 $7.28 4.50% 10/10/94 $0.05474 $6.91 $7.5110 1.087 138.299
11/94 $6.86 $7.18 4.50% 11/10/94 $0.05766 $6.91 $7.9743 1.154 139.453
12/94 $6.81 $7.13 4.50% 12/09/94 $0.04857 $6.85 $6.7732 0.989 140.442
12/29/94 $0.03500 $6.82 $4.9155 0.721 141.163
1/95 $6.83 $7.15 4.50% 01/10/95 $0.02305 $6.80 $3.2538 0.479 141.642
2/95 $6.93 $7.26 4.50% 02/10/95 $0.05364 $6.87 $7.5977 1.106 142.748
3/95 $6.93 $6.93 4.50% 03/10/95 $0.04871 $6.86 $6.9533 1.014 143.762
4/95 $7.05 $7.05 4.50% 04/10/95 $0.05485 $6.96 $7.8853 1.133 144.895
5/95 $7.15 $7.15 4.50% 05/10/95 $0.05363 $7.15 $7.7707 1.087 145.982
</TABLE>
<TABLE>
<CAPTION>
YTD MTD
Payment/ --------------------------------- -----------
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains Dividend # of Shares Shares Shares
Ended NAV Price Charge Date Amount Price Information Received Reinv. Outstanding Outstanding
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/94 $6.81 $7.13 4.50% 12/09/94 $0.04857 $6.85 140.252
12/29/94 $0.03500 $6.82 140.252
1/95 $6.83 $7.15 4.50% 01/10/95 $0.02305 $6.80 $3.2328 0.475 140.727
2/95 $6.93 $7.26 4.50% 02/10/95 $0.05364 $6.87 $7.5486 1.099 141.826
3/95 $6.93 $6.93 4.50% 03/10/95 $0.04871 $6.86 $6.9083 1.007 142.833
4/95 $7.05 $7.05 4.50% 04/10/95 $0.05485 $6.96 $7.8344 1.126 143.959 141.840
5/95 $7.15 $7.15 4.50% 05/10/95 $0.05363 $7.15 $7.7205 1.080 145.039
</TABLE>
<PAGE>
JOHN HANCOCK UTILITIES INCOME FUND (CLASS A) - SEC TOTAL RETURN FORMULA
Initial Investment: $1,000
----------------------------------- ----------------------------------
! Average Annual Total Return Rate ! ! Investment Value at End of Period !
! ! ! !
! 10 Year Return: N/A ! ! 10 Year Value: N/A !
! ! ! !
! 5 Year Return: N/A ! ! 5 Year Value: N/A !
! ! ! !
! 1.33 Year Return: 3.06% ! ! 3 Year Value: $1,040.78 !
! ! ! !
! 1 Year Return: 7.10% ! ! 1 Year Value: $1,071.02 !
! ! ! !
! YTD Return: 9.21% ! ! YTD Value: $1,092.13 !
! ! ! !
! MTD Return: 3.04% ! ! MTD Value: $1,030.38 !
----------------------------------- ----------------------------------
Constant Sales Charge: 0.00% $10,000.00
Initial
Investment
$10,407.76
Since Inception or 10 Years
<TABLE>
<CAPTION>
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains
Ended NAV Price Charge Date Amount Price Information
<S> <C> <C> <C> <C> <C> <C> <C>
02 / 02 / 94 $8.50 $8.50 0.00%
2 / 94 $8.48 $8.48 0.00%
3 / 94 $8.25 $8.25 0.00%
4 / 94 $8.42 $8.42 0.00%
5 / 94 $8.26 $8.26 0.00%
6 / 94 $8.02 $8.02 0.00%
7 / 94 $8.09 $8.09 0.00% 7/1/94 $0.0806 $7.96
8 / 94 $8.18 $8.18 0.00%
9 / 94 $8.01 $8.01 0.00%
10 / 94 $8.04 $8.04 0.00% 10/3/94 $0.0500 $7.95
11 / 94 $7.96 $7.96 0.00%
12 / 94 $7.88 $7.88 0.00% 12/23/94 $0.0892 $7.89
1 / 95 $8.12 $8.12 0.00%
2 / 95 $8.21 $8.21 0.00%
3 / 95 $8.22 $8.22 0.00%
4 / 95 $8.23 $8.23 0.00% 4/3/95 $0.1203 $8.10
5 / 95 $8.48 $8.48 0.00%
Marketing
3 Year Plot Points
Month Dividend # of Shares Shares $10,000.00
Ended Received Reinv. Outstanding Initial Investment
<S> <C> <C> <C> <C>
02 / 02 / 94 117.647 $10,000.00
2 / 94 $0.0000 0.000 117.647 $9,976.47
3 / 94 $0.0000 0.000 117.647 $9,705.88
4 / 94 $0.0000 0.000 117.647 $9,905.88
5 / 94 $0.0000 0.000 117.647 $9,717.64
6 / 94 $0.0000 0.000 117.647 $9,435.29
7 / 94 $9.4823 1.191 118.838 $9,613.99
8 / 94 $0.0000 0.000 118.838 $9,720.95
9 / 94 $0.0000 0.000 118.838 $9,518.92
10 / 94 $5.9419 0.747 119.585 $9,614.63
11 / 94 $0.0000 0.000 119.585 $9,518.97
12 / 94 $10.6670 1.352 120.937 $9,529.84
1 / 95 $0.0000 0.000 120.937 $9,820.08
2 / 95 $0.0000 0.000 120.937 $9,928.93
3 / 95 $0.0000 0.000 120.937 $9,941.02
4 / 95 $14.5487 1.796 122.733 $10,100.93
5 / 95 $0.0000 0.000 122.733 $10,407.76
</TABLE>
<PAGE>
JOHN HANCOCK UTILITIES INCOME FUND (CLASS A) - SEC TOTAL RETURN FORMULA
Initial Investment: $1,000
----------------------------------- ----------------------------------
! Average Annual Total Return Rate ! ! Investment Value at End of Period !
! ! ! !
! 10 Year Return: N/A ! ! 10 Year Value: N/A !
! ! ! !
! 5 Year Return: N/A ! ! 5 Year Value: N/A !
! ! ! !
! 1.33 Year Return: -0.87% ! ! 3 Year Value: $988.45 !
! ! ! !
! 1 Year Return: 1.80% ! ! 1 Year Value: $1,018.02 !
! ! ! !
! YTD Return: 3.81% ! ! YTD Value: $1,038.11 !
! ! ! !
! MTD Return: -2.08% ! ! MTD Value: $979.21 !
----------------------------------- ----------------------------------
Constant Sales Charge: 5.00% $10,000.00
Initial
Investment
$9,884.54
Since Inception or 10 Years
<TABLE>
<CAPTION>
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains
Ended NAV Price Charge Date Amount Price Information
<S> <C> <C> <C> <C> <C> <C> <C>
02 / 02 / 94 $8.50 $8.95 5.00%
2 / 94 $8.48 $8.93 5.00%
3 / 94 $8.25 $8.68 5.00%
4 / 94 $8.42 $8.86 5.00%
5 / 94 $8.26 $8.69 5.00%
6 / 94 $8.02 $8.44 5.00%
7 / 94 $8.09 $8.52 5.00% 7/1/94 $0.0806 $7.96
8 / 94 $8.18 $8.61 5.00%
9 / 94 $8.01 $8.43 5.00%
10 / 94 $8.04 $8.46 5.00% 10/3/94 $0.0500 $7.95
11 / 94 $7.96 $8.38 5.00%
12 / 94 $7.88 $8.29 5.00% 12/23/94 $0.0892 $7.89
1 / 95 $8.12 $8.55 5.00%
2 / 95 $8.21 $8.64 5.00%
3 / 95 $8.22 $8.65 5.00%
4 / 95 $8.23 $8.66 5.00% 4/3/95 $0.1203 $8.10
5 / 95 $8.48 $8.93 5.00%
Marketing
3 Year Plot Points
Month Dividend # of Shares Shares $10,000.00
Ended Received Reinv. Outstanding Initial Investment
<S> <C> <C> <C> <C>
02 / 02 / 94 111.732 $10,000.00
2 / 94 $0.0000 0.000 111.732 $9,474.87
3 / 94 $0.0000 0.000 111.732 $9,217.89
4 / 94 $0.0000 0.000 111.732 $9,407.83
5 / 94 $0.0000 0.000 111.732 $9,229.06
6 / 94 $0.0000 0.000 111.732 $8,960.91
7 / 94 $9.0056 1.131 112.863 $9,130.62
8 / 94 $0.0000 0.000 112.863 $9,232.19
9 / 94 $0.0000 0.000 112.863 $9,040.33
10 / 94 $5.6432 0.710 113.573 $9,131.27
11 / 94 $0.0000 0.000 113.573 $9,040.41
12 / 94 $10.1307 1.284 114.857 $9,050.73
1 / 95 $0.0000 0.000 114.857 $9,326.39
2 / 95 $0.0000 0.000 114.857 $9,429.76
3 / 95 $0.0000 0.000 114.857 $9,441.25
4 / 95 $13.8173 1.706 116.563 $9,593.13
5 / 95 $0.0000 0.000 116.563 $9,884.54
</TABLE>
<PAGE>
JOHN HANCOCK UTILITIES INCOME FUND (CLASS B) - SEC TOTAL RETURN FORMULA
Initial Investment: $1,000
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
! Average Annual Total Return ! Investment Value at End of Period !
<S> <C> <C> <C> <C> <C> <C> <C>
! ! CDSC !
! Excluding With ! Excluding % CDSC Ending !
! CDSC CDSC ! CDSC CDSC Amount Value !
! ! !
! 10 Year Return: N/A N/A ! $0.00 0.00% $0.00 $0.00 !
! ! !
! 5 Year Return: N/A N/A ! $0.00 2.00% $0.00 $0.00 !
! ! !
! 1.33 Year Return: 2.39% -0.62% ! $1,031.85 4.00% $40.00 $991.85 !
! ! !
! 1 Year Return: 6.31% 1.31% ! $1,063.12 5.00% $50.00 $1,013.12 !
! ! !
! YTD Return: 8.80% 3.80% ! $1,088.00 5.00% $50.00 $1,038.00 !
! ! !
! MTD Return: 2.92% -2.08% ! $1,029.24 5.00% $50.00 $979.24 !
! ! !
- ---------------------------------------------------------------------------------------------
</TABLE>
# Since Inception
Constant Sales Charge: N/A
<TABLE>
<CAPTION>
Month Offering Sales Ex-Div Dividend Reinv. Capital Gains
Ended NAV Price Charge Date Amount Price Information
<S> <C> <C> <C> <C> <C> <C> <C>
02 / 02 / 94 $8.50 $8.50 N/A
2 / 94 $8.48 $8.48 N/A
3 / 94 $8.25 $8.25 N/A
4 / 94 $8.42 $8.42 N/A
5 / 94 $8.25 $8.25 N/A
6 / 94 $8.00 $8.00 N/A
7 / 94 $8.07 $8.07 N/A 7/01/94 $0.0806 $7.95
8 / 94 $8.16 $8.16 N/A
9 / 94 $7.98 $7.98 N/A
10 / 94 $8.02 $8.02 N/A 10/3/94 $0.0356 $7.93
11 / 94 $7.94 $7.94 N/A
12 / 94 $7.87 $7.87 N/A 12/23/94 $0.0749 $7.88
1 / 95 $8.10 $8.10 N/A
2 / 95 $8.19 $8.19 N/A
3 / 95 $8.19 $8.19 N/A
4 / 95 $8.21 $8.21 N/A 4/3/95 $0.1077 $8.09
5 / 95 $8.45 $8.45 N/A
3 Year Marketing Plot Points $10,000 Initial Investment
Month Dividend # of Shares Shares Excluding % CDSC CDSC Ending
Ended Received Reinv. Outstanding CDSC CDSC Amount Value
<S> <C> <C> <C> <C> <C> <C> <C>
02 / 02 / 94 117.647 $10,000.00 $10,000.00
2 / 94 $0.0000 0.000 117.647 $9,976.47 4.00% $399.06 $9,577.41
3 / 94 $0.0000 0.000 117.647 $9,705.88 4.00% $388.24 $9,317.64
4 / 94 $0.0000 0.000 117.647 $9,905.88 4.00% $396.24 $9,509.64
5 / 94 $0.0000 0.000 117.647 $9,705.88 4.00% $388.24 $9,317.64
6 / 94 $0.0000 0.000 117.647 $9,411.76 4.00% $376.47 $9,035.29
7 / 94 $9.4823 1.193 118.840 $9,590.39 4.00% $383.62 $9,206.77
8 / 94 $0.0000 0.000 118.840 $9,697.34 4.00% $387.89 $9,309.45
9 / 94 $0.0000 0.000 118.840 $9,483.43 4.00% $379.34 $9,104.09
10 / 94 $4.2307 0.534 119.374 $9,573.79 4.00% $382.95 $9,190.84
11 / 94 $0.0000 0.000 119.374 $9,478.30 4.00% $379.13 $9,099.17
12 / 94 $8.9411 1.135 120.509 $9,484.06 4.00% $379.36 $9,104.70
1 / 95 $0.0000 0.000 120.509 $9,761.23 4.00% $390.45 $9,370.78
2 / 95 $0.0000 0.000 120.509 $9,869.69 4.00% $394.79 $9,474.90
3 / 95 $0.0000 0.000 120.509 $9,869.69 4.00% $394.79 $9,474.90
4 / 95 $12.9788 1.604 122.113 $10,025.48 4.00% $400.00 $9,625.48
5 / 95 $0.0000 0.000 122.113 $10,318.55 4.00% $400.00 $9,918.55
</TABLE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned Trustee of John Hancock
Capital Series does hereby constitute and appoint EDWARD J. BOUDREAU, JR.,
THOMAS H. DROHAN, AND JAMES B. LITTLE and each of them individually his true
and lawful attorneys and agents to take any and all action and execute any and
all instruments which said attorneys and agents may deem necessary or
advisable
(i) to enable the Trust to comply with the Securities Act of 1933, as
amended, and any rules regulations, orders or other requirements of the
Securities and Exchange Commission thereunder, in connection with the
registration under such Securities Act of 1933 of shares of beneficial
interest of the Trust to be offered by the Trust, and
(ii) in connection with the registration of the Trust under the Investment
Company Act of 1940, as amended,
including specifically, but without limitation of the foregoing, power and
authority to sign his name in his behalf as Director as indicated below,
opposite his signature hereto, to any amendment or supplement (including
post-effective amendments) to the registration statement or statements filed
with the Securities and Exchange Commission under such Securities Act of 1933
and such Investment Company Act of 1940, and to execute any instruments or
documents filed or to be filed as a part of or in connection with such
registration statement or statements; and does hereby ratify and confirm all
that said attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, we have hereunto set our hands on the date indicated
below.
SIGNATURE TITLE DATE AS OF:
/s/William J. Cosgrove Trustee October 15, 1991
William J. Cosgrove
/s/Gail D. Fosler Trustee January 1, 1994
Gail D. Fosler
/s/Edward J. Spellman Trustee October 23, 1990
Edward J. Spellman
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned Trustee of John Hancock HIGH
INCOME TRUST does hereby constitute and appoint R. BRUCE OLIVER, THOMAS H.
DROHAN, AND WOODROW W. CAMPBELL, and each of them individually his true and
lawful attorneys and agents to take any and all action and execute any and all
instruments which said attorneys and agents may deem necessary or advisable
(i) to enable the Trust to comply with the Securities Act of 1933, as
amended, and any rules regulations, orders or other requirements of the
Securities and Exchange Commission thereunder, in connection with the
registration under such Securities Act of 1933 of shares of beneficial
interest of the Trust to be offered by the Trust, and
(ii) in connection with the registration of the Trust under the Investment
Company Act of 1940, as amended,
including specifically, but without limitation of the foregoing, power and
authority to sign his name in his behalf as Director as indicated below,
opposite his signature hereto, to any amendment or supplement (including
post-effective amendments) to the registration statement or statements filed
with the Securities and Exchange Commission under such Securities Act of 1933
and such Investment Company Act of 1940, and to execute any instruments or
documents filed or to be filed as a part of or in connection with such
registration statement or statements; and does hereby ratify and confirm all
that said attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, we have hereunto set our hands on the date indicated
below.
SIGNATURE TITLE DATE AS OF:
/s/Dennis S. Aronowitz Trustee May 5, 1987
Dennis S. Aronowitz
/s/Edward J. Boudreau, Jr. Trustee November 15, 1988
Edward J. Boudreau, Jr.
/s/Richard P. Chapman, Jr. Trustee June 24, 1986
Richard P. Chapman, Jr.
/s/ Bayard Henry Trustee June 24, 1986
Bayard Henry
/s/Richard S. Scipione Trustee June 24, 1986
Richard S. Scipione
/s/Thomas H. Drohan Vice President June 24, 1986
Thomas H. Drohan and Secretary
/s/James B. Little Vice President -Chief June 24, 1986
James B. Little Financial Officer
