As filed with the Securities and Exchange Commission on October 7, 1999.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-0560
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JOHN HANCOCK INSTITUTIONAL SERIES TRUST
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK INSTITUTIONAL SERIES TRUST
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6 (i) (1), or
14a-6 (i) (2) or Item 22(a) (2) or schedule 14A (sent by wire transmission).
[ ] Fee paid previously with preliminary materials.
[X] No fee required.
<PAGE>
- --------------------------------------------------------------------------------
Important Information
- --------------------------------------------------------------------------------
[LOGO] JOHN HANCOCK FUNDS
A Global Investment Management Firm
October 7, 1999
Dear Shareholder:
I am writing to ask for your vote on an important matter concerning your
investment in the John Hancock International Equity Fund.
As you know, John Hancock Advisers, Inc. serves as your fund's investment
adviser. John Hancock Advisers International Limited serves as a subadviser to
your fund, providing the fund with investment advice. To provide the fund with
additional international advisory expertise, your fund's Trustees are asking you
to approve a new subadvisory contract between the adviser and Indocam
International Investment Services.
No Cost to Your Fund or Change in Investment Objective
Though this proposal requires your vote, please be assured that your fund will
not bear the cost for either the voting process or making the changes. In
addition, this proposal does not in any way signal a change in your fund's
investment objective. Your fund's portfolio management team will continue to
seek long-term growth of capital by investing primarily in a diversified
portfolio of foreign stocks.
This proposal has been unanimously approved by your fund's Board of Trustees,
who believe it will benefit you and your fellow shareholders. It is detailed in
the enclosed proxy statement and summarized in the questions and answers on the
following pages. I suggest you read both thoroughly before voting.
Your Vote Makes a Difference!
No matter what size your investment may be, your vote is critical. I urge you to
review the enclosed materials and to complete, sign and return the enclosed
proxy ballot to us immediately. Your prompt response will help avoid the need
for additional mailings. For your convenience, we have provided a postage-paid
envelope.
If you have any questions or need additional information, please contact your
investment professional or call your Client Relationship Officer at
1-800-544-3577, Monday through Friday between 8:00 A.M. and 8:00 P.M. Eastern
Time. I thank you for your prompt vote on this matter.
Sincerely,
/s/ Edward J. Boudreau, Jr.
---------------------------
Edward J. Boudreau, Jr.
Chairman and CEO
<PAGE>
Q&A
Q: Who is Indocam International Investment Services?
A: Indocam International Investment Services (IIIS) is a wholly owned
subsidiary of Indocam, the asset management affiliate of Credit Agricole,
a French banking group. Indocam is an indirect subsidiary of certain
holding companies of Caisse Nationale de Credit Agricole, one of the
largest financial and industrial groups in Europe. As of December 31,
1998, the Indocam group had over $150 billion in assets worldwide.
Indocam is a global investment firm, with a presence in financial centers
around the world, including Paris, London, Frankfurt, Hong Kong, Tokyo,
Singapore, New York and Boston. Based in Paris, Indocam is an asset
management firm maintaining established relationships with institutional,
corporate and individual investors around the world.
In addition to other management responsibilities, Indocam International
Investment Services serves as a subadviser to the John Hancock European
Equity Fund. Indocam Asia Advisers Limited, an affiliate of IIIS and
subsidiary of Indocam, serves as a subadviser to the John Hancock Pacific
Basin Equities Fund.
Q: How can the addition of Indocam International Investment Services to the
portfolio management team benefit me?
A: Upon approval of the proposed new subadvisory contract, the fund's
day-to-day portfolio management responsibilities will be assumed by
Indocam International Investment Services. Based in Paris, a team of
portfolio managers at IIIS will be able to draw on the vast investment
experience of strategists, analysts and portfolio managers in Indocam's
offices around the world. Your fund's Trustees believe that the investment
advice and local insight IIIS will be able to provide into international
financial markets should benefit you and your fund.
Q: Does this change in portfolio management signify a change in the fund's
investment objective and strategy?
A: No, this proposal does not in any way signal a change in your fund's
investment objective or strategy. Your fund will continue to seek
long-term growth of capital by investing primarily in a diversified
portfolio of foreign stocks. To pursue this objective, your fund's
portfolio management team will continue to identify investment
opportunities by focusing on country allocation and stock selection.
<PAGE>
Q: Will the addition of Indocam International Investment Services to the
portfolio management team cause in increase in my fund's management fee?
A: No, there will be no change to your fund's management fee.
Q: How do I vote?
A: Most shareholders typically vote by completing, signing and returning the
enclosed proxy card using the postage-paid envelope provided. If you
prefer to vote in person, you are cordially invited to attend a meeting of
shareholders of your fund, which will be held at 9:00 A.M. on December 1,
1999 at our 101 Huntington Avenue headquarters in Boston, Massachusetts.
If you vote now, you will help avoid further solicitations.
<PAGE>
JOHN HANCOCK INTERNATIONAL EQUITY FUND
(a series of John Hancock Institutional Series Trust)
101 Huntington Avenue
Boston, MA 02199
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 1, 1999
This is the formal agenda for your fund's special meeting. It tells you what
matters will be voted on and the time and place of the meeting, in case you want
to attend in person.
To the shareholders of John Hancock International Equity Fund:
A special meeting of shareholders of your fund will be held at 101 Huntington
Avenue, Boston, Massachusetts on Wednesday, December 1, 1999 at 9:00 A.M.,
Eastern Time, to consider the following:
1. A proposal to approve a new sub-investment management contract between
John Hancock Advisers, Inc. and Indocam International Investment Services.
Your board of trustees recommends that you vote FOR this proposal.
2. Any other business that may properly come before the meeting.
Shareholders of record as of the close of business on September 14, 1999 are
entitled to vote at the meeting and any related follow-up meetings.
Whether or not you expect to attend the meeting, please complete and return the
enclosed proxy card. Please take a few minutes to vote now.
By order of the board of trustees,
/s/Susan S. Newton
------------------
Secretary
October 7, 1999
KB0PX 10/99
<PAGE>
PROXY STATEMENT OF
JOHN HANCOCK INTERNATIONAL EQUITY FUND
(a series of John Hancock Institutional Series Trust)
This proxy statement contains the information you should know before voting on
the proposals as summarized below.
Your fund will furnish without charge a copy of its most recent annual report to
any shareholder upon request. Shareholders who want to obtain a copy of the
fund's annual report should direct all written requests to the attention of the
fund, 101 Huntington Avenue, Boston, Massachusetts 02199 or call John Hancock
Funds at 1-800-755-4371.
INTRODUCTION
This proxy statement is being used by the board of trustees of your fund to
solicit proxies to be voted at a special meeting of shareholders of your fund.
This meeting will be held at the principal executive offices of the fund, 101
Huntington Avenue, Boston, Massachusetts on Wednesday, December 1, 1999 at 9:00
A.M., Eastern Time. The purpose of the meeting is to consider:
1. A proposal to approve a new sub-investment management contract between
John Hancock Advisers, Inc. and Indocam International Investment Services.
2. Any other business that may properly come before the meeting.
This proxy statement and the proxy card are being mailed to fund shareholders on
or about October 7, 1999.
Who is Eligible to Vote?
Shareholders of record on September 14, 1999 are entitled to attend and vote on
each proposal at the meeting or any adjourned meeting. Each share is entitled to
one vote. Shares represented by properly executed proxies, unless revoked before
or at the meeting, will be voted according to shareholder instructions. If you
sign a proxy, but do not fill in a vote, your shares will be voted "for" the
proposals. If any other business comes before the meeting, your shares will be
voted at the discretion of the persons named as proxies.
<PAGE>
PROPOSAL 1
APPROVAL OF A NEW
SUB-INVESTMENT MANAGEMENT CONTRACT
John Hancock Advisers, Inc. (the "adviser") serves as your fund's investment
adviser and is responsible for providing the fund with a continuous investment
program under an investment management contract dated March 30, 1995 (the
"management contract"). The management contract was approved by the shareholders
of the fund on March 30, 1995.
The adviser hired John Hancock Advisers International Limited ("JHAI") to serve
as a sub-investment adviser to the fund under a sub-investment management
contract dated March 30, 1995 (the "existing contract"). JHAI, subject to the
review of the fund's trustees and the overall supervision of the adviser,
provides the fund with investment advice. The existing contract was approved by
shareholders of the fund on March 30, 1995.
At a meeting of your fund's trustees held on September 14, 1999, the trustees,
including all of the independent trustees (those who are not "interested
persons" as defined in the Investment Company Act of 1940, as amended (the "1940
Act")), unanimously approved and voted to recommend that shareholders of your
fund approve a new subadvisory contract (the "proposed contract") between the
adviser and Indocam International Investment Services ("IIIS"). The form of
proposed contract is attached to this proxy statement as Exhibit A.
Pursuant to the proposed contract, IIIS will serve as a co-subadviser to the
fund, together with JHAI, in order to provide the fund with additional
international advisory expertise. IIIS, with its principal office in Paris,
France, will be able to provide the fund with investment advice and local
insight into European and other international financial markets.
Approval of the proposed contract will not result in any increase in fees
payable by the fund. As with JHAI under the existing contract, the adviser will
be solely responsible for paying the subadvisory fee to IIIS under the proposed
contract.
Under the proposed contract, IIIS will provide the fund with advice and
recommendations regarding the fund's investments. IIIS will also provide the
fund on a continuous basis with economic, financial and political information,
research and assistance concerning international markets.
Indocam International Investment Services
IIIS is organized under the laws of France and is a wholly owned subsidiary of
Indocam, the asset management affiliate of Credit Agricole, a French Banking
group. Indocam is an indirect subsidiary of certain holding companies of Caisse
Nationale de Credit Agricole ("CNCA"), 91-93 Boulevard Pasteur, Paris, France,
75015, one of the largest financial and industrial groups in Europe. As of
December 31, 1998, the Indocam group had over $150 billion in assets worldwide.
2
<PAGE>
IIIS currently serves as investment adviser to The France Growth Fund, Inc., a
registered closed-end investment company. In addition, IIIS serves as subadviser
to three open-end investment companies (mutual funds): BNY Hamilton
International Equity Fund, Victory International Growth Fund and John Hancock
European Equity Fund. The asset size and the fee rate payable to IIIS for each
fund subadvised by them with a similar investment objective are as follows:
Fund Fund Assets* Fee Rate
- --------------------------------------------------------------------------------
BNY Hamilton International Equity Fund $7.7 million 0.425%
(Sub-investment
management fee)
Victory International Growth Fund $133 million 0.550%
(Sub-investment
management fee)
*As of June 30, 1999.
Although IIIS operates on a fully independent basis and makes its own investment
decisions in rendering investment advice, it has access to the extensive
research and other resources of CNCA's group of affiliated entities. The
investment personnel of IIIS also are employed by and act as investment
personnel for Indocam and/or Indocam Hong Kong Limited, an affiliate of IIIS
that serves as adviser to certain Asian country funds. The address of IIIS is 90
Boulevard Pasteur, Paris, France 75015.
The principal executive officer and the directors of IIIS are listed below,
along with their principal occupations.
================================================================================
Name* Principal Occupation
================================================================================
Jean-Claude Kaltenbach Chairman and Chief Executive Officer of IIIS.
Principal Executive Officer,
Chairman
- --------------------------------------------------------------------------------
Ian Gerald McEvatt Managing Director and Chief Investment
Director Officer of Indocam Hong Kong Ltd.
- --------------------------------------------------------------------------------
Claude Rene Doumic Chairman of Societe de Port de Tanger
Director (closed-end fund).
- --------------------------------------------------------------------------------
Didier Guyot de la Pommeraye International Development for Indosuez
Director Asset Management.
- --------------------------------------------------------------------------------
Charles Denis Jules Vergnot Chairman of Danubexsa.
Director
- --------------------------------------------------------------------------------
Eric Harrison Jostrom Chief Executive Officer and Chief
Director Investment Officer of Constitution
Management Company, Inc.
================================================================================
* The business address of each person listed is 90 Boulevard Pasteur, Paris,
France 75015.
3
<PAGE>
The Adviser
The adviser is a wholly owned subsidiary of The Berkeley Financial Group, Inc.
(the "Berkeley Group"), which is a wholly owned subsidiary of John Hancock
Subsidiaries, Inc., which is a wholly owned subsidiary of John Hancock Mutual
Life Insurance Company (the "Insurance Company"), John Hancock Place, P.O. Box
111, Boston, MA 02117. The adviser currently has more than $30 billion assets
under management in its capacity as investment adviser to the fund and other
funds in the John Hancock Group of Funds as well as other institutional
accounts.
The principal executive officer and the directors of the adviser are listed
below, along with their principal occupations.
================================================================================
Name and Address Principal Occupation
================================================================================
Edward J. Boudreau, Jr. Chairman and Chief Executive Officer of
Principal Executive Officer, the adviser, the Berkeley Group, John
Chairman Hancock Funds, Inc., Sovereign Asset
101 Huntington Avenue Management Corporation, NM Capital
Boston, MA 02199 Management, Inc., JHAI and First
Signature Bank & Trust Company; Director
of John Hancock Advisers International
(Ireland) Ltd.
- --------------------------------------------------------------------------------
Foster L. Aborn Vice Chairman and Chief Investment
Director Officer of the Insurance Company;
John Hancock Place Director of John Hancock Capital Growth
P.O. Box 111 Management, Inc., the Berkeley Group,
Boston, MA 02117 the adviser, John Hancock Funds, Inc.,
Independence Investment Associates,
Inc., John Hancock Capital Corporation
and John Hancock Subsidiaries, Inc.
- --------------------------------------------------------------------------------
Stephen L. Brown Chairman and Chief Executive Officer of
Director the Insurance Company; Director of the
John Hancock Place Berkeley Group, the adviser, John
P.O. Box 111 Hancock Funds, Inc. and John Hancock
Boston, MA 02117 Subsidiaries, Inc.
- --------------------------------------------------------------------------------
David F. D'Alessandro Director of John Hancock Insurance
Director Agency, Inc., the adviser, the Berkeley
John Hancock Place Group, John Hancock Funds, Inc., John
P.O. Box 111 Hancock Subsidiaries, Inc.; Chairman and
Boston, MA 02117 Director, John Hancock Variable Life
Insurance Company and John Hancock
Mutual Life Insurance Company of
America; Director, President and Chief
Operating Officer of the Insurance
Company.
================================================================================
4
<PAGE>
================================================================================
Name and Address Principal Occupation
================================================================================
John M. DeCiccio Senior Vice President of the Insurance
Director Company; Director of the Berkeley Group,
John Hancock Place the adviser and John Hancock Funds, Inc.
P.O. Box 111
Boston, MA 02117
- --------------------------------------------------------------------------------
William C. Fletcher President and Director of Independence
Director Investment Associates, Inc.; Director of
John Hancock Place Independence International Associates,
P.O. Box 111 Inc., the Berkeley Group, the adviser,
Boston, MA 02117 John Hancock Funds, Inc., Hancock
Natural Resource Group, Inc. and Hancock
Energy Resources Management, Inc.;
Chairman and Director of JHM Capital
Management, Inc.
- --------------------------------------------------------------------------------
Maureen R. Ford President of broker/dealer distribution
Director of the Insurance Company; Director of
101 Huntington Avenue the adviser, the Berkeley Group, John
Boston, MA 02199 Hancock Funds, Inc.; President and
Director of John Hancock Insurance
Agency, Inc.
- --------------------------------------------------------------------------------
Anne C. Hodsdon Director, President and Chief Operating
Director, President, Chief Officer of the adviser and the Berkeley
Operating Officer and Group; Director and Executive Vice
Chief Investment Officer President of John Hancock Funds, Inc.;
101 Huntington Avenue President and Director of NM Capital
Boston, MA 02199 Management, Inc. and Sovereign Asset
Management Corporation; Director of John
Hancock International (Ireland) Ltd. and
JHAI.
- --------------------------------------------------------------------------------
David A. King Chief Executive Officer, President and
Director Director of John Hancock Signature
John Hancock Place Services, Inc.; Chairman of Networking
P.O. Box 111 Insurance Agency; Vice Chairman of First
Boston, MA 02117 Signature Bank & Trust; Director of the
adviser, the Berkeley Group and John
Hancock Funds, Inc.; Senior Vice
President of the Insurance Company.
================================================================================
5
<PAGE>
================================================================================
Name and Address Principal Occupation
================================================================================
Jeanne M. Livermore Senior Vice President of the Insurance
Director Company; Director of the Berkeley Group,
John Hancock Place the adviser, John Hancock Funds, Inc.
P.O. Box 111 and JHAI.
Boston, MA 02117
- --------------------------------------------------------------------------------
Thomas E. Moloney Chief Financial Officer of the Insurance
Director Company; Director of the adviser, the
John Hancock Place Berkeley Group, John Hancock Funds,
P.O. Box 111 Inc., John Hancock Realty Services and
Boston, MA 02117 John Hancock Capital Corporation;
Chairman of John Hancock Property &
Casualty; Director and Chief Financial
Officer of John Hancock Subsidiaries,
Inc.; Director and Chairman of John
Hancock Signature Services, Inc.
- --------------------------------------------------------------------------------
Richard S. Scipione General Counsel of the Insurance
Director Company; Director of Sovereign Asset
John Hancock Place Management Corporation, NM Capital
P.O. Box 111 Management, Inc., the Berkeley Group,
Boston, MA 02117 the adviser, John Hancock Funds, Inc.
and Signator Investors, Inc.
- --------------------------------------------------------------------------------
Robert H. Watts Executive Vice President of Signator
Director Investors, Inc.; Senior Vice President
John Hancock Place of the Insurance Company; Director of
P.O. Box 111 John Hancock Insurance Agency, Inc., the
Boston, MA 02117 Berkeley Group, the adviser and JHAI.
================================================================================
6
<PAGE>
John Hancock Advisers International Ltd.
JHAI is a wholly owned subsidiary of the adviser and currently manages more than
$400 million in assets.
The principal executive officer and the directors of JHAI are listed below,
along with their principal occupations.
================================================================================
Name and Address Principal Occupation
================================================================================
Edward J. Boudreau, Jr. Chairman and Chief Executive Officer of
Chairman the adviser, the Berkeley Group, John
101 Huntington Avenue Hancock Funds, Inc., Sovereign Asset
Boston, MA 02199 Management Corporation, NM Capital
Management, Inc., JHAI and First
Signature Bank & Trust Company; Director
of John Hancock Advisers International
(Ireland) Ltd.
- --------------------------------------------------------------------------------
John L. Wills Managing Director and Director of JHAI;
Managing Director Senior Vice President of adviser;
Duke's Court, 6th Floor Director of John Hancock Advisers
32-36 Duke Street St. James's International (Ireland) Ltd.
London SWIY6DF
- --------------------------------------------------------------------------------
Anne C. Hodsdon Director, President and Chief Operating
Director Officer of the adviser and the Berkeley
101 Huntington Avenue Group; Director and Executive Vice
Boston, MA 02199 President of John Hancock Funds, Inc.;
President and Director of NM Capital
Management, Inc. and Sovereign Asset
Management Corporation; Director of John
Hancock International (Ireland) Ltd. and
JHAI.
- --------------------------------------------------------------------------------
Jeanne M. Livermore Senior Vice President of the Insurance
Director Company; Director of the Berkeley Group,
John Hancock Place the adviser, John Hancock Funds, Inc.
P.O. Box 111 and JHAI.
Boston, MA 02117
- --------------------------------------------------------------------------------
Robert H. Watts Executive Vice President of Signator
Director Investors, Inc.; Senior Vice President
John Hancock Place of the Insurance Company; Director of
P.O. Box 111 John Hancock Insurance Agency, Inc., the
Boston, MA 02117 Berkeley Group, the adviser and JHAI.
================================================================================
7
<PAGE>
The Proposed and Existing Contracts
The following is a summary of the material terms of the proposed and existing
contracts. In describing the proposed contract, this summary is qualified by
reference to the form of proposed contract attached to this proxy statement as
Exhibit A.
Compensation. The existing contract and the proposed contract (collectively, the
"contracts") provide that JHAI or IIIS, as the case may be, is required to pay
all expenses that it incurs in connection with the performance of its duties
under the contract. The contracts also provide that the adviser, not the fund,
will pay the subadvisory fees.
The proposed contract requires the adviser to pay quarterly to IIIS a
subadvisory fee, which is accrued daily and on an annual basis is equal to 55%
of the gross management fee received by the adviser with respect to the fund's
average daily net assets.
The existing contract requires the adviser to pay JHAI a subadvisory fee, which
is accrued daily, based on a percentage of the gross management fee received by
adviser as follows:
Average Daily Net Assets Percent of Gross
Managed by JHAI Management Fees
First $500 million 70%
Amount over $500 million 90%
For the fund's fiscal year ended February 28, 1999, the adviser paid JHAI
$53,170 in subadvisory fees.
If the proposed contract is approved by the fund's shareholders, JHAI will
voluntarily limit its subadvisory fee to 0.05% of the fund's average daily net
assets effective December 2, 1999 or such later date as determined by the
officers of the fund.
Term. If approved by shareholders of the fund, the proposed contract will take
effect on December 1, 1999 and will remain in effect until December 1, 2001.
Thereafter, the proposed contract will continue in effect from year to year
subject to the annual approval of its continuance as described below under
"Provisions Contained in Both Contracts and in the Management Contract."
Provisions Contained in Both Contracts and in the Management Contract
Limitation of Liability. The management and the subadvisory contracts provide
that the adviser, JHAI and IIIS are not liable for any error of judgment or
mistake of law or for any loss suffered by the fund in connection with the
matters to which the respective contract relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of the applicable
adviser, JHAI or IIIS in the performance of its duties or from the reckless
disregard of its obligations and duties under the contracts.
8
<PAGE>
Termination, Continuance and Amendment. Continuance and Amendment. Except as
described above for the proposed contract, each contract continues from year to
year subject to annual approval of its continuance by a majority of the
independent trustees, cast in person at a meeting called for the purpose of
voting on such approval, and annual approval by either (a) your fund's trustees,
or (b) a majority of your fund's outstanding voting securities, as defined in
the 1940 Act. Each contract may be terminated at any time without penalty on 60
days' written notice by the trustees, by a vote of a majority of the fund's
outstanding voting securities, or by the adviser, JHAI or IIIS, as the case may
be. Each contract terminates automatically in the event of its assignment or in
the event that the adviser ceases to act as the fund's investment adviser.
Use of Name "John Hancock." Under the management contract and the existing
contract, if the adviser ceases to act as the fund's investment adviser, the
fund (to the extent that it lawfully can) must cease to use the name "John
Hancock International Equity Fund" or any name derived from the name "John
Hancock" or any other name indicating that the fund is advised by or otherwise
associated with the adviser.
The Management Contract
Under the management contract, the adviser, subject to the direction of the
trustees, provides the fund with a continuous investment program for the
management of its assets, consistent with the fund's investment objective and
policies. The adviser furnishes the fund with advice and recommendations
consistent with the investment policies of the fund regarding the purchase,
holding and disposition of portfolio securities. The adviser:
o advises the fund in connection with policy decisions to be made by the
trustees;
o furnishes the fund with research, economic and statistical data in
connection with the fund's investments and policies;
o provides day-to-day administration;
o investigates and conducts relations with issuers of securities to be
purchased by the fund;
o provides required reports and recommendations to the trustees and
maintains the records of the fund; and
o assists 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.
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 fund and pays the expenses of clerical
services related to the administration of the fund. Other than expenses
specifically assumed by the adviser, all expenses incurred in the continuing
operation of the fund are borne by the fund, including fees of the independent
trustees and
9
<PAGE>
all fees of lawyers and accountants. Also, the Fund has an agreement with the
Adviser to perform necessary tax, accounting and legal services for the Fund.
The Fund pays an investment management fee to the adviser approximately
equivalent on an annual basis to a stated percentage of the average daily net
assets of the fund as set forth below:
Net Asset Value Annual Rate
First $500 million 0.90%
Amount over $500 million 0.65%
The adviser has voluntarily agreed to reduce management fees and other expenses
payable in order to limit the fund's total operating expenses to 1.00% of the
fund's average daily net assets. This agreement may not be modified or
discontinued by the adviser at least until July 1, 2000. During the fiscal year
ended February 28, 1999, the adviser did not receive any management fees from
the Fund.
Analysis of Proposal and Review of Trustees
The trustees have determined that the terms of the proposed contract are fair
and reasonable. In approving the proposed contract and recommending its approval
by the shareholders of the fund, the trustees, including the independent
trustees, considered the best interest of the shareholders of the fund and took
into account all factors they deemed relevant.
In evaluating the proposed contract, the trustees carefully reviewed materials
furnished by the adviser relating to IIIS and its affiliates and their
personnel, operations and financial condition. The trustees considered the
extensive international investment management expertise of IIIS as beneficial to
the fund. The trustees also deemed important the favorable history, reputation
and qualification of IIIS' parent company, Credit Agricole, and the level of
resources available to IIIS through Credit Agricole and its subsidiaries in
providing investment subadvisory services to the fund. Additionally, the
trustees considered that JHAI will voluntarily agree to limit its subadvisory
fee to 0.05% of the fund's average daily net assets effective as of December 1,
1999 or such later date as determined by the officers of the fund. Other factors
deemed important by the trustees in making their recommendation are (i) the
possibility of benefits that may be realized by the fund as a result of IIIS
serving as the fund's investment subadviser; and (ii) other factors deemed
relevant by the trustees.
The trustees also considered possible benefits to IIIS under the proposed
contract, including the ability of IIIS (a) to cause the fund to execute
securities transactions with brokers that are affiliated with Credit Agricole,
subject to compliance with the requirements of the 1940 Act and procedures
adopted by, and with the oversight of, the trustees and (b) to obtain soft
dollar brokerage and research services from brokers that are not affiliated with
Credit Agricole who effect securities transactions on behalf of the fund.
Throughout the review process the independent trustees were advised by their
independent legal counsel, who was not counsel to the trust, the adviser, JHAI
or IIIS.
10
<PAGE>
Trustees' Evaluation and Recommendation
The trustees, including all of the independent trustees, by a vote cast at a
meeting held on September 14, 1999 unanimously approved and voted to recommend
to the shareholders of the fund that they adopt the proposed contract. If the
shareholders of the fund approve the proposed contract, the proposed contract
will take effect as of December 1, 1999.
The trustees of your fund recommend that the shareholders of your fund vote
"for" the proposed contract.
VOTING RIGHTS AND REQUIRED VOTE
Each share of your fund is entitled to one vote for each proposal. Approval of
each proposal requires the affirmative vote of a majority of the shares of your
fund outstanding and entitled to vote. For this purpose, a majority of the
outstanding shares of your fund means with respect to each proposal the vote of
the lesser of:
(1) 67% or more of the shares present at the meeting, if the holders of more
than 50% of the shares of the fund are present or represented by proxy,
or
(2) more than 50% of the outstanding shares of the fund.
Shares of your fund represented in person or by proxy, including shares which
abstain or do not vote with respect to a proposal, will be counted for purposes
of determining whether there is a quorum at the meeting. Accordingly, an
abstention from voting has the same effect as a vote against a proposal.
However, if a broker or nominee holding shares in "street name" indicates on the
proxy card that it does not have discretionary authority to vote on a proposal,
those shares will not be considered present and entitled to vote on that
proposal. Thus, a "broker non-vote" has no effect on the voting in determining
whether a proposal has been adopted in accordance with clause (1) above, if more
than 50% of the outstanding shares (excluding the "broker non-votes") are
present or represented. However, for purposes of determining whether a proposal
has been adopted in accordance with clause (2) above, a "broker non-vote" has
the same effect as a vote against that proposal because shares represented by a
"broker non-vote" are considered to be outstanding shares.
11
<PAGE>
INFORMATION CONCERNING THE MEETING
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be solicited by
telephone, by fax or in person by the trustees, officers and employees of your
fund; by personnel of the adviser, the fund's principal distributor, John
Hancock Funds, Inc., and the fund's transfer agent, John Hancock Signature
Services, Inc., or by broker-dealer firms. Signature Services, together with a
third party solicitation firm, has agreed to provide proxy solicitation services
at a cost of approximately $555, which will be paid by the adviser.
The mailing address of the fund, the adviser and the underwriter, John Hancock
Funds, Inc. is 101 Huntington Avenue, Boston, Massachusetts 02199.
Revoking Proxies
A shareholder signing and returning a proxy has the power to revoke it at any
time before it is exercised:
o By filing a written notice of revocation with your fund's transfer agent,
John Hancock Signature Services, Inc., 1 John Hancock Way, Suite 1000,
Boston, Massachusetts 02217-1000,
o By returning a duly executed proxy with a later date before the time of
the meeting, or
o If a shareholder has executed a proxy but is present at the meeting and
wants to vote in person, by notifying the secretary of the fund (without
complying with any formalities) at any time before it is voted.
Being present at the meeting alone does not revoke a previously executed and
returned proxy.
Outstanding Shares and Quorum
As of September 14, 1999, 729,113 shares of beneficial interest of the fund were
outstanding. Only shareholders of record on September 14, 1999 (record date) are
entitled to notice of and to vote at the meeting. A majority of the outstanding
shares of the fund that are entitled to vote will be considered a quorum for the
transaction of business.
Other Business
The fund's board of trustees knows of no business to be presented for
consideration at the meeting other than the proposal. If other business is
properly brought before the meeting, proxies will be voted according to the best
judgment of the persons named as proxies.
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Adjournments
If a quorum is not present in person or by proxy at the time any session of the
meeting is called to order, the persons named as proxies may vote those proxies
that have been received to adjourn the meeting to a later date. If a quorum is
present but there are not sufficient votes in favor of the proposal, the persons
named as proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies concerning the proposal. Any adjournment will
require the affirmative vote of a majority of the fund's shares at the session
of the meeting to be adjourned. If an adjournment of the meeting is proposed
because there are not sufficient votes in favor of the proposal, the persons
named as proxies will vote those proxies favoring the proposal in favor of
adjournment, and will vote those proxies against the proposal against
adjournment.
Telephone Voting
In addition to soliciting proxies by mail, by fax or in person, the fund may
also arrange to have votes recorded by telephone by officers and employees of
the fund or by personnel of the adviser or transfer agent. The telephone voting
procedure is designed to verify a shareholder's identity, to allow a shareholder
to authorize the voting of shares in accordance with the shareholder's
instructions and to confirm that the voting instructions have been properly
recorded. If these procedures were subject to a successful legal challenge,
these telephone votes would not be counted at the meeting. The fund has not
obtained an opinion of counsel about telephone voting, but is currently not
aware of any challenge.
o A shareholder will be called on a recorded line at the telephone number in
the fund's account records and will be asked to provide the shareholder's
social security number or other identifying information.
o The shareholder will then be given an opportunity to authorize proxies to
vote his or her shares at the meeting in accordance with the shareholder's
instructions.
o To ensure that the shareholder's instructions have been recorded
correctly, the shareholder will also receive a confirmation of the voting
instructions by mail.
o A toll-free number will be available in case the voting information
contained in the confirmation is incorrect.
o If the shareholder decides after voting by telephone to attend the
meeting, the shareholder can revoke the proxy at that time and vote the
shares at the meeting.
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OWNERSHIP OF SHARES IN THE FUNDS
To the knowledge of the fund, as of September 14, 1999, the following persons
beneficially owned 5% or more of the outstanding shares of your fund.
Name and Address Number of Shares Owned
---------------- ----------------------
Gilbane Profit Sharing Plan 23.95%
7 Jackson Walkway
Providence, RI 02903
John Hancock Advisers, Inc. 17.75%
101 Huntington Avenue
Boston, MA 02199
Mendes & Mount, LLP 11.76%
750 Seventh Avenue
New York, NY 10019
Mendes & Mount, LLP 9.57%
750 Seventh Avenue
New York, NY 10019
King Provision Corporation & 9.24%
Southern Industrial Corporation
9009 Regency Square Boulevard
Jacksonville, FL 32211
Southern Industrial 401K Plan 8.01%
David A. Stein
6750 Epping Forest Way N Apt. 1
Jacksonville, FL 32217-2688
P.B. & S Chemical Company 401K plan 6.54%
JHSS Retirement Services Group
101 Huntington Avenue
Boston, MA 02199
Texon USA, Inc. 5.06%
Attn: Jack Dempsey
1190 Huntington Road
Russell, MA 01071
As of September 14, 1999, the trustees and officers of the fund owned in the
aggregate less than 1% of the outstanding shares of the fund.
14
<PAGE>
EXHIBIT A
JOHN HANCOCK INSTITUTIONAL SERIES TRUST
John Hancock International Equity Fund
Sub-Investment Management Contract
Dated December 1, 1999
JOHN HANCOCK ADVISERS, INC.
101 Huntington Avenue
Boston, Massachusetts 02199
JOHN HANCOCK INSTITUTIONAL SERIES TRUST
John Hancock International Equity Fund
101 Huntington Avenue
Boston, Massachusetts 02199
INDOCAM INTERNATIONAL INVESTMENT SERVICES
90 Boulevard Pasteur
Paris, FRANCE 75015
Sub-Investment Management Contract
Ladies and Gentlemen:
John Hancock Institutional Series Trust (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 eleven series of shares,
representing interests in John Hancock Active Bond Fund, John Hancock Dividend
Performers Fund, John Hancock Independence Balanced Fund, John Hancock
Independence Diversified Core Equity Fund II, John Hancock Core Growth Fund,
John Hancock Independence Medium Capitalization Fund, John Hancock Core Value
Fund, John Hancock International Equity Fund, John Hancock Medium Capitalization
Growth Fund, John Hancock Small Capitalization Growth Fund and John Hancock
Small Capitalization Value 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 International Equity Fund (the "Fund"), and to
provide certain other services, under the terms and conditions provided in the
Investment Management Contract, dated March 30, 1995, between the Trust, the
Fund and the Adviser (the "Investment Management Contract").
The Adviser and the Trustees have selected Indocam International
Investment Services (the "Sub-Adviser") to provide the Adviser and the Fund with
the advice and
15
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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 October 31, 1994, as amended from
time to time (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) the Fund's portfolio compliance checklists;
(g) the Fund's current Registration Statement, including the Fund's Prospectus
and Statement of Additional Information; and
(h) the Fund's Code of Ethics.
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 have investment discretion with
respect to the Fund and 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;
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<PAGE>
(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.
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<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 received by the Adviser.
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 fee for any periods in which the Sub-Adviser advises
the Fund less than a full quarter. 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, understood that officers,
directors and employees of the Sub-Adviser or its affiliates may continue to
engage in providing portfolio
18
<PAGE>
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 the Trust and the Fund. The Trust and the Fund may use the name "John
Hancock" or any name or names derived from or similar to the names "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 Fund
acknowledges that it has adopted the name John Hancock International Equity 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 nonexclusive right to use the name "John Hancock" or any similar
name or names 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.
19
<PAGE>
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 June 30, 2001, 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.
20
<PAGE>
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 Institutional Series Trust is
the designation of the Trustees under the Declaration of Trust dated October 31,
1994, 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 INSTITUTIONAL SERIES TRUST
on behalf of John Hancock International Equity Fund
By: ______________________________________
President
The foregoing contract is hereby agreed to as of the date hereof.
JOHN HANCOCK ADVISERS, INC.
By: ______________________________________
President
INDOCAM INTERNATIONAL INVESTMENT SERVICES
By: ______________________________________
Name:
Title:
21
<PAGE>
===================
Thank
You
for mailing
your proxy card
promptly!
===================
[LOGO] JOHN HANCOCK FUNDS
A Global Investment Management Firm
John Hancock Funds, Inc., Member NASD
101 Huntington Avenue, Boston, MA 02199-7603
1-800-755-4371 1-800-554-6713 (TDD)
John Hancock(R)
KB0PX 10/99
<PAGE>
[LOGO] JOHN HANCOCK FUNDS
A Global Investment Management Firm
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND
THE EXPENSE OF ADDITIONAL MAILINGS
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
JOHN HANCOCK INTERNATIONAL EQUITY FUND
A SERIES OF JOHN HANCOCK INSTITUTIONAL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS- DECEMBER 1, 1999
The undersigned, revoking previous proxies, hereby appoint(s) Edward J.
Boudreau, Jr., Anne C. Hodsdon, Susan S. Newton and James J. Stokowski, with
full power of substitution in each, to vote all the shares of beneficial
interest of John Hancock International Equity Fund ("International Equity")
which the undersigned is (are) entitled to vote at the Special Meeting of
Shareholders (the "Meeting") of International Equity to be held at 101
Huntington Avenue, Boston, Massachusetts 02199, on December 1, 1999 at 9:00
a.m., eastern time, and any adjournment(s) of the Meeting. All powers may be
exercised by a majority of all proxy holders or substitutes voting or acting,
or, if only one votes and acts, then by that one. Receipt of the Proxy Statement
dated October 7, 1999 is hereby acknowledged. If not revoked, this proxy shall
be voted for the proposal.
Date___________________________________, 1999
o Please complete, sign, date and return this proxy in the enclosed
envelope as soon as possible.
o Please sign exactly as your name or names appear left. When signing as
attorney, executor, administrator, trustee or guardian, please give your
full title as such.
o If a Corporation, please sign in full corporate name by president or
other authorized officer.
o If a partnership, please sign in partnership name by authorized person
- ----------------------------------------
Signature(s)
<PAGE>
[LOGO] JOHN HANCOCK FUNDS
A Global Investment Management Firm
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND
THE EXPENSE OF ADDITIONAL MAILINGS
Specify your desired action by a check mark in the appropriate space. This proxy
will be voted as specified. If no specification is made, the proxy will be voted
in favor of Item 1. The persons named as proxies have discretionary authority
which they intend to exercise in favor of the proposals referred to and
according to their best judgment as to any other matters which properly come
before the meeting.
Please vote by filling in the appropriate box below.
1 To approve a new sub-investment management contract between John
Hancock Advisers, Inc. and Indocam International Investment Services.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD
